Cash is Queen: Why Cash flow Matters

Cash is Queen: Why Cash flow Matters

In many of his works, the late great Peter Drucker posits that cash flow does matter more than profits. I tend to agree – to a certain extent. In this post, I want to show how cash flow can be more significant than profits, in some circumstances.

“It doesn’t matter how great your business model is, how profitable you are, or how many investors you have lined up,” wrote a contributor to The Platinum Wealth Newswire recently, “you won’t survive if you can’t manage your company’s cash.”

One can hardly argue with the above statement. In fact, a Google search of “What causes small businesses to fail” returns over a million results, the first ten of which are agreed on:

• Insufficient capital (money)
• Lack of experience.
• Poor location.
• Poor inventory management.
• Over-investment in fixed assets.
• Poor credit arrangements.
• Personal use of business funds.
• Unexpected growth.

In most instances, lack of capital is almost always at the top. This is what Investopedia has to say about the phenomenon:

“Of the vast number of small businesses that fail each year, nearly half of the entrepreneurs state a lack of funding or working capital is to blame. In most instances, a business owner is intimately aware of how much money is needed to keep operations running on a day-to-day basis, including funding payroll; paying fixed and varied overhead expenses such as rent and utilities; and ensuring outside vendors are paid on time. However, owners of failing companies are less in tune with how much revenue is generated by sales of products or services. This disconnect leads to funding shortfalls that quickly put a small business out of operation.”

Indeed, once you compound the lack of cash with its poor management the pitfall grows considerably. Some studies found that up to 80% of businesses fail due to poor cash flow management skills.

We do, however, have to bear in mind that both cash flow and profits are crucial aspects of a business. For a business to be successful in the long term, it needs to generate profits while also operating with positive cash flow. I emphasise “long-term” because time frames are of the essence here. Let us, in broad language, define the terms:

Cash Flow
Cash flow is the inflow and outflow of money from a business. It is necessary for daily operations, taxes, purchasing inventory, and paying employees and operating costs. Cash includes cash equivalents.

Profit
Profit is the surplus after all expenses are deducted from revenue. Profit is the overall picture of a business and the basis on which tax is calculated.

Cash flow is not the same as profitability. A profitable business can still be unable to pay its bills. Similarly, just because a business is meeting all of its financial obligations, doesn’t mean it’s profitable. Profit is an accounting term, which really only exists on paper. Measuring profit is a very specific way of looking at a business. It doesn’t tell you a whole lot about how the business is getting by day-to-day.

Which One is More Important

It follows, therefore, that when determining which one is more important, it depends on the business and the circumstances. For example, a business may see a profit every month, but its money is tied up in hard assets or accounts receivable (debtors), and there is no cash to pay employees. Once a debt is paid or the business sees an influx of revenue, it starts to see positive cash flow again. In this example, cash flow is more important because it keeps the business running while still maintaining a profit. Alternately, a business may see increased revenue and cash flow, but there is a substantial amount of debt (with the attendant debt servicing burden) so the business does not make a profit.

The absence of a profit eventually has a declining effect on the cash flow. In this instance, a profit is more important. Another thing to remember when determining whether to focus on cash flow or profit is cash flow can be bought. A business owner can put up his or her personal assets as capital into the business or get a small business loan from a bank to keep the business running until it starts seeing cash flow again. The same cannot be said about profit.

For us to answer the question of which one is more important we have to, at this point, bring in the concept of the business life cycle. Let us turn over to the diagram below.

The business life cycle usually includes its birth or incorporation stage, its initial growth stage, its expansion stage as it becomes more widely known and moves into new markets, its mature operation stage, and its eventual decline as consumer interest in its products wane and key employees depart. At this stage, it will either re-invent itself or die.

According to the JP Morgan Institute, roughly a third of new businesses exit (or die) within their first two years; and half exit within their first five years. We have already looked at the leading causes of small businesses death.

Established businesses often have a buffer of extra cash to get them through shortfalls. Growing businesses often don’t because they are always reinvesting. Years with the biggest growth—including the first few years—are also the most challenging when it comes to cash flow. This is one of the reasons it’s so hard to get a new business off the ground. This is the stage when cash is king and getting good at managing cash flow is one of the best things you can do for your business.

Since the majority of businesses do not exist beyond six years, it is, therefore, safe to surmise that the majority of businesses in any economy are small businesses. Most of these will be in the startup or incorporation, initial growth, and expansion stages. As we have seen, these are the stages when cash flow management is paramount. In a nutshell, your business may be healthy, have a great profit margin, and your staff may be motivated and great at their jobs. But if you don’t have cash at the right time to pay for your operations and your debts, you may be in trouble.

The Zimbabwe Situation

In a 2016 interview with Standard Business, Confederation of Zimbabwe Industries (CZI) president, Mr Busisa Moyo said the manufacturing and commercial sectors were low on inventories because foreign suppliers were cutting back on raw material delivery to Zimbabwe and in some cases taking legal action as local companies failed to pay for supplies due to the prevailing cash crisis in the country.

In 2017, a KPMG poll found that cash challenges have had a significant impact on Zimbabwean businesses. That was when, according to the Reserve Bank of Zimbabwe, cash circulation in the formal sector had reduced to 1.4% of total deposits in the banking sector. During KPMG’s Audit Committee Forum held in July 2017, a quick poll of more than 100 business executives was conducted. Seventy-six percent of the participants said their businesses had experienced a significant negative impact as a result of cash shortages.

Zimbabwe relies on imports as the country’s manufacturing sector is not producing much due to lack of working capital, high production costs, low capacity utilisation levels as well as obsolete equipment. Between 2009 and 2016 Zimbabwe imported products worth over $20 billion.

What this all amount to is that if cash was king in general, in Zimbabwe it is an all-powerful emperor.

General Causes of Cash flow problems

I want to categorize the sources of cash flow problems into four categories as shown in the diagram below; namely, economic conditions within the country, lack of cash flow management know-how, errors and fraud within the cash flow channel.

Of these four categories, one is exogenous (caused by factors outside the organism, organisation or system) while the other three are endogenous (caused by factors inside the organism, organisation or system). While there is little that an entrepreneur can do to end cash shortages within the economy, there is a lot that one can do to mitigate their effects. The endogenous factors, on the other hand, are squarely within the purview of every businessperson – these are the essence of entrepreneurship.

Let us look at each of these categories in turn.

1. Economic Conditions

All the measures that a business person can take to address internal cash flow problems will go a long way in mitigating the effects of the liquidity challenges within the economy. This would include the use of non-traditional transacting systems such as barter exchange.

2. Lack of Knowledge
“My people are destroyed for lack of knowledge. Because you have rejected knowledge, I also reject you as my priests; because you have ignored the law of your God, I also will ignore your children.” Hosea 4:6

Need I say more? Save to add that a flagrant lack of knowledge in some instances is akin to actively rejecting it! There are many ways one can avail himself or herself of knowledge. Here are just but a few – online courses, business coaching clinics and business classes. Learning does not end when one leaves school.

Here are some of the major causes of cash flow problems arising out of poor cash flow management skills.

i. Declining Sales and/or Declining Gross Profit Margins

a) Declining Sales

  • Declining sales have a devastating effect on your cash flow as a relatively small decline can cause a massive reduction in your profitability (remember profit feeds cash and vice versa).
  • This typically occurs when economic conditions deteriorate, there is an increase in competition from global competitors, new competitors enter your market or your industry declines.
  • As sales decline, your overheads will probably remain unchanged so net profit decreases rapidly.
  • The table below vividly demonstrates the devastating effect of declining sales.

The table shows the disconcerting feature of a 20% decline in sales inviting a whopping 140% fall in net profit, i.e. a net loss of $2.

b) Declining Gross Profit Margins

  • Declining gross profit margins have a devastating effect on your cash flow as a relatively small decline can cause a massive reduction in your profitability.
  • Typically occurs when there is pressure on sales.

ii. Your Business Is Unprofitable

  • Simply put, you are spending more than you are charging to provide your customers with goods or services. For example, for every $1,000 you charge your customer you are spending $1,050! That is for every $1,000,000 you earn you are spending $1,050,000!
  • Inevitably your losses will accumulate to the point of having to borrow more money just to stay in business. But eventually you will come to the point where it is neither wise nor possible to borrow more money and you will have to sell your business, close it down, liquidate it, or someone else will liquidate it for you, for example, creditors.
  • A much better solution is to take immediate action to restructure your business to generate strong and sustainable profits; this will probably require a very experienced business turnaround specialist to guide you through this process.

Main causes of lack of profitability include:

  • A flawed business model.
  • An underperforming business; your sales & marketing and/or operations are not working like clockwork.
  • Lack of understanding of financial statements.
  • Lack of accurate and timely financial statements.
  • Lack of familiarity with KPI’s (Key Performance Indicators) and strict monitoring of them
  • Low gross profit margins due to high direct costs and/or not charging enough for your products/services and/or extreme competitive industry pressures.
  • Poor performance and lack of productivity of staff.
  • Poor processes, many errors/defects.
  • Poor stock purchasing and management.
  • Excessive overheads.
  • Excessive interest and/or vehicle and equipment (fixed assets) finance commitments.
  • Poor credit approval of customers and poor debtor collection management practices resulting in high bad debts experience.
  • Undisciplined spending.

iii. You Have a Natural Negative Cash Flow Business Model: Examples include:

  • You sell on credit terms, 30, 60, or even 90-day terms, but you have to pay your payroll, rent, overheads, etc. weeks, if not months before you are paid by your customers. And your payment terms with your suppliers are shorter than the payment terms you have given your customers.
  • You carry imported stock which you have paid for weeks or months before it lands in your warehouse.
  • You are paid by way of progress claims for which you also provide credit so you receive payment long after you have paid your direct factory expenses or subcontractors and materials expenses. Furthermore, retention payments are withheld by your head contractors or by your customers.

There are ways to address every one of these circumstances which involve redesigning your business model and also using appropriate means of financing, many of which are still available, even if you are already in financial distress.

iv. Excessive Debt and Capital Expenditure and/or Excessive Personal Drawings/Benefits

  • High repayments due to excessive debt and/or repayment of loans over too short a period. This especially applies to vehicle and equipment loans and lease repayments which are typically structured over relatively short terms with low or nil balloon or residual values.
  • Capital expenditure funded out of cash flow instead of being financed over the useful life of the asset, which puts pressure on cash flow.
  • Funding purchase of personal property, assets or the repayments on these properties far beyond the capacity of your business to sustain these payments as well as meeting the ongoing payment of all business expenses within normal trading terms, including taxes and superannuation (pension fund).
  • Excessive living and lifestyle expenses.

v. Poor Stock or Poor Credit and Debtor Management

  • Poor stock management, such as carrying stock that doesn’t sell through, carrying excessive levels of stock, not clearing discontinued or obsolete stock, poor demand planning, undisciplined purchasing habits, or a poor stock management system to name a few.
  • Poor credit management, that is no or poor credit approval processes before providing customers with credit which will sooner or later result in bad debt write-offs and in the worst cases will result in failure of the business.
  • Poor debtor management which includes lack of disciplined collection of debts due by customers, allowing continued credit when customers have not paid their bills within company credit terms, and lack of regular reconciling of debtors accounts.

3. Fraud and Error within the Cash flow Channel

“To err is human”. The ancillary of this quote from Alexander Pope goes “to forgive, divine.” Unfortunately, fraudsters and cash flow errors are not in the business of forgiving! Whereas error is an unintentional blunder, fraud, on the other hand, is a well thought out plan to steal and deceive. We use the term “fraud” as a generic term which includes all surprise, trick, thievery, cunning and unfair ways by which another is cheated. The question then is, if all people tend to make mistakes (when they are under stress, pressure, unwell, inattentive, etc.), while some tend to be dishonest, what do we do about it? The answer is, of cause, internal controls. In any organisation, the cost of internal control and compliance with financial, accounting as well as regulatory requirements is a necessary cost of operation. An appropriate system of internal control should neither be costly nor onerous.

The main internal control principles include:

  • Establish responsibilities. Every staff member should know what they are supposed to do; tasks do not have to slip between two people.
  • Maintain adequate records. This includes a complete set of accounting records as well as those required by law and regulations.
  • A comprehensive company policies and procedures manual covering all departments within your organization will become your “bible” for the company. A relevant facet of the manual is the Code of Ethics, incorporating a ‘Fraud Ethics Policy which will incorporate:

o The process and methodology for performing ‘Fraud Vulnerability Reviews’;
o The development and roll-out of a ‘Fraud Response Plan’, including the implementation of a ‘Whistle Blower’ fraud reporting facility;
o The roll-out of a Fraud Awareness program for all staff;
o The process of performing regular fraud detection reviews, thereby limiting your exposure to fraud losses.

  • Segregation of duties. This is indispensable in a system of internal control. The rationale for segregation of duties is that the work of one employee should, without a duplication of effort, provide a reliable basis for evaluating the work of another employee. There are two common applications of this principle:
    a. The responsibility for related activities should be assigned to different individuals.
    b. The responsibility for record keeping for an asset should be separate from the physical custody of an asset.
  • Screening and employee rotation. Procedures for the hiring of new employees should not be left to chance. Proper background checks should be done. Wherever possible and appropriate, employees should change jobs within the organisation as a matter of policy. Many fraud schemes are detected this way.
  • Use technological controls. By eliminating the use of paper-based processes and limiting human interface in transactions, computers can aid internal control. However, there should be general and application controls around the technology itself. One of the first steps that we would take to design or improve internal control in small business is to ensure that each team member has access only to the applications and data needed to carry out their job responsibilities. Starting with the computer and network, ensure that each person has a unique username and password that is used to log on each day.
  • Perform regular independent reviews. This is a primary management responsibility: Watching over the shoulders of subordinates is not necessarily eavesdropping.
  • Insure assets by bonding key employees. Consider agreements (such as a fidelity bond) under which a bonding or insurance company guarantees payment of a specified sum as damages, in the event one or more of the employees covered in the bond cause financial loss to the insured employer. Se my previous post on fidelity bond here.

Summary

Profit is of course what most people are in business for. It’s an easy measure of ‘success’, and without profits, it would be impossible to secure finance, attract investors, or grow operations. However, in order to achieve this profit in the first place, businesses must first align the timing of their cash used, with the timing of their cash received. That is, they need to shore up a steady cash flow.

However, the profit trap can be an easy one for anyone to fall into. Below are three reasons it can pay to spend less time focusing on your bottom line and more on observing and shoring up steady cash flow.

1. Focusing on cash flow can highlight operational issues

Movements in cash flow can sometimes indicate operational, as opposed to sales-related, issues. As an example, what may appear to be a quiet month revenue-wise might actually be a large number of clients neglecting to pay on time. Those same clients may all decide to pay at once in the following month, making it appear that revenue is back on track when in actual fact it’s just that your cash flow is out of balance. In this case, these cash flow movements highlight a need to implement systems that ensure more steady payments from clients.

2. Growth becomes more manageable

Growth should be the Holy Grail for most business owners. Expanding your offering’s reach through investment in new locations, R&D, or new staff can all help to boost future profits. And if you are able to understand what your net cash position is, you will be better positioned to make more informed decisions to grow your business. Decisions on factors such as staffing, office space, leases, and even business structure all become far clearer with a clear understanding of your business’s cash flow.

3. Debt becomes cheaper and easier to manage

Your business may be healthy, have a great profit margin, and your staff may be motivated and great at their jobs. But if you don’t have cash at the right time to pay your debts, you may be in trouble.
Debt obviously becomes more expensive if you’re unable to pay on time, with late fees and overdrafts adding up. This can also cause unnecessary stress for the business owner. But with steady cash flow, a business manager can plan for debt repayments, and make better decisions regarding how much debt to take on.

Finally, remember to safeguard your hard earned cash: The cost of internal control and compliance with financial, accounting as well as regulatory requirements is a necessary cost of doing business.


Caleb address

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Reference
https://business.google.com/dashboard/l/14873898238558312677
https://platinumwealth.co.za/insights/business/cash-is-king-why-cash-flow-matters-more-than-profits/
https://www.jpmorganchase.com/corporate/institute/small-business-longevity.htm
http://www.businessturnaround.net.au/the-5-main-causes-of-cash-flow-problems
https://www.accountantsdaily.com.au/columns/9285-why-cash-flow-can-be-more-important-than-profit
https://5whaudit.wordpress.com/2011/10/17/what-is-fidelity-guarantee-insurance/

© Caleb Mutsumba

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When feelings are aroused, research shows that the logical parts of our brain are suppressed

When feelings are aroused, research shows that the logical parts of our brain are suppressed. The stronger we feel, the weaker we think.

In my several years as a Forensic Auditor investigating fraud and all manner of malfeasance and bad faith at work, I have had to work with both the law and the justice delivery system (dictionary definition of forensic is “of or to do with the law courts”). Whereas the law is an ass, our justice delivery system deserves another Dickens to express it.

Long story short, when there is a fraud at work the employer is caught between Labour laws and the suspect’s lawyers; the employer can be forgiven for feeling like the malefactor.

This is the time you need a steady hand to guide you through the labyrinth. You have to get it right from the beginning.

The Practical Aspects of the Fight against Corruption

The fight against corruption is indeed a cardinal one for any society. Corruption at any level and by any other name is undeniably corrosive. It is the trademark of any retrogressive society. Every sane person knows it. That is why every leader, even those who seem to benefit from it, condemn it by day, even as they condone it by night. In 2015 then President Mugabe pronounced “zero tolerance to the scourge of corruption” even as Zimbabwe continued its descent on the global corruption scale. Today, similar declarations abound.

How do we tell the difference? How do we tell the real fight from the adulterated; reality from fake? Though the tune and the dance seem different from those of yesteryear, can the man in the street know for certain that now is the era of belling the cat? What’s the benchmark? After all, the picture for ages has been something like this:

Namely, the arrest of some political figure followed by a less dramatic acquittal, typically after a long time of an on-and-off-and-on-again appearance at this and that Court. This has had the regrettable result of the public having to question the bona fides of the allegations.

In practical terms, what is the fight against corruption? What does it entail? Talking about the establishment of special Corruption Courts, Justice, Legal and Parliamentary Affairs Minister Ziyambi Ziyambi said the courts would have no sacred cows. “We are going down to the roots of corruption,” he said. “No stone will be left unturned; even the so-called big fish who sometimes get away with corruption will be pursued. Further, these courts will ensure all corruption cases are dealt with expeditiously. There will be a united effort (my emphasis) among the NPA, JSC, Attorney-General’s Office, Zimbabwe Anti-Corruption Commission and police; and crack teams will be assembled where necessary.” (The Herald. 5 February 2018)

Needless to say, the fight against corruption is both proactive (preventative) and reactive. While the former is quiet and more effective, the latter is noisy, complex and costly. In the same Herald article, Zimbabwe Law Society president Mr Misheck Hogwe said that “It should be understood that corruption is one of the most complex crimes and needs a systematic approach” Indeed it should.

I did ask what the benchmark was. Let us have my take on that. To me it is the implementation of the last in the minister’s above sentences: a bona fide united front in this fashion:

While public debates of allegations, arrests, prosecutions and outcomes make all sorts of headlines and get official attention as well as funding, investigations only whimper in the background. Yet it goes without saying that successful outcomes are a result of resourceful investigations and astute prosecutorial work. On the same token, the allegation from which all this chain of events arises has to be well-founded. Let us look at each of these events in turn.

Allegation

What is the test criterion of a well-founded allegation? The long and short answer to this is that it should be free of malice. Whether the allegation is raised out of mere suspicion of wrongdoing, it should be well-founded, sound, logical and substantiated. This places the onus of evaluating a suspicion on the person raising the allegation. Many unsubstantiated allegations of corruption have found their way into the justice system, to the detriment of the integrity of the system.

Investigation

An investigation is an exercise to establish the truth. An investigation cannot create a case out of no case. Perpetrators of fraud and corruption will go to great length to conceal their crimes. It is the responsibility of the investigation to establish, not only the what, where, when, how and the who, but also ascertain the evidence thereof. Corruption is indeed a complex crime and it calls for an equally multifaceted investigative approach. This calls for directing attention to what is good and useful for uncovering the evidence and ignoring the rest.

The term “public-private partnership” has become quite popular in our political discourse. In this country, however, the practice has yet to find traction in the field of criminal investigations. In many countries the practice is a matter of cause. Modern fraud investigations will encompass a wide range of disciplines, including computer forensics, data/digital/ financial analytics, social mapping and so on. Experts in these investigative disciplines may not be found in the public sector. Many, if not most, are in private organisations and universities. Public-private partnership is therefore critical for successful outcomes.

Prosecution

In public discourse, prosecution is most often taken to be the low hanging fruit. It is where the most heat and noise come from. When the outcome is an acquittal it is the prosecution which often gets the rap. But, from what we have looked at above, the slap may not always be justified. When the case is politically sensitive talk of “persecution by prosecution” ensues. Just like an investigator, a prosecutor cannot create a case out of no case. Besides going to great length to conceal their crimes, perpetrators of fraud and corruption often create war chests to hire the best legal teams to defend them should they be caught. Public-private partnership in prosecution is therefore equally important for successful outcomes. Many “expert witnesses” may not be in the public sector.

Trial

An independent judiciary is of cause the icing on the cake. All players in the preceding stages are going to play their roles in good faith when they know that there is going to be a free and fair trial at the end of it all.

Conclusion

Finally, we have to keep in mind that the fight against fraud and corruption is an all embracing campaign, not merely uncoordinated battles. It should encompass both proactive and reactive measures. While the reactive actions of allegation, investigation, prosecution and trial generate heat and sound, the real test of a corrupt free society is in the proactive arena. How does society view corruption? Is a corrupt person ostracized reminiscent of a child molester? If not, why and what should be done? There may not be any easy answers. But one thing is certain: Corruption should be made to be abhorred through socialization and education.


Caleb Mutsumba
Forensic Audit Consultant
Mobile +263 712 620287 / WhatsApp:+263 772 466540
Skype: caleb.mutsumba
LinkedIn:- http://zw.linkedin.com/in/calebmutsumba
Blog: – https://5whaudit.wordpress.com/
Twitter:- @Caleb_Mutsumba

Cecil John Rhodes : Confession of Faith (1877)

Confession of Faith (1877)

“ The idea gleaming and dancing before ones eyes like a will-of-the-wisp at last frames itself into a plan. Why should we not form a secret society with but one object the furtherance of the British Empire and the bringing of the whole uncivilised world under British rule for the recovery of the United States for the making the Anglo-Saxon race but one Empire. What a dream, but yet it is probable, it is possible. I once heard it argued by a fellow in my own college, I am sorry to own it by an Englishman, that it was good thing for us that we have lost the United States. There are some subjects on which there can be no arguments, and to an Englishman this is one of them, but even from an American’s point of view just picture what they have lost, look at their government, are not the frauds that yearly come before the public view a disgrace to any country and especially theirs which is the finest in the world. Would they have occurred had they remained under English rule great as they have become how infinitely greater they would have been with the softening and elevating influences of English rule, think of those countless 1000’s of Englishmen that during the last 100 years would have crossed the Atlantic and settled and populated e  rhodesWould they have not made without any prejudice a finer country of it than the low class Irish and German emigrants? All this we have lost and that country loses owing to whom? Owing to two or three ignorant pig-headed statesmen of the last century, at their door lies the blame. Do you ever feel mad? Do you ever feel murderous? I think I do with those men. I bring facts to prove my assertion. Does an English father when his sons wish to emigrate ever think of suggesting emigration to a country under another flag? Never; it would seem a disgrace to suggest such a thing. I think that we all think that poverty is better under our own flag than wealth under a foreign one.”

download

Cecil John Rhodes 

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Poignant this – when juxtaposed with the topical current affairs phenomenon of Brexit and Trump.

 

Caleb Mutsumba

CSSA: Ten Practical Guidelines to Improving Board Communication

Ten Practical Guidelines to Improving Board Communication

3 May 2016

Dear Colleague

Chartered Secretaries Southern Africa (CSSA) is proud to announce the launch of a new paper titled “Ten Practical Guidelines to Improving Board Communication” by the Corporate Secretaries International Association (CSIA). CSSA is a founding member of CSIA, which has over 70 000 company secretaries and governance professionals worldwide. Ensuring effective board communication has always been a critical aspect of the company secretary’s role. In the face of new and ever-increasing liability for directors and the incorporation of the business judgment rule in many jurisdictions has brought this duty more to the fore than ever.

CSIA’s new paper provides useful and practical advice for company secretaries and governance professionals to balance the imperatives of management and the board to improve the quality of discussions and the decision making process.

The paper was launched in London on 28 April 2016 by CSIA at a webinar co-hosted by Diligent Corporation, sponsors of the paper and chaired by Carina Wessels, Past President of CSIA and CSSA. Joining Carina on the panel was Charlie Horrell, Managing Director, Europe, Middle East and Africa, Diligent Corporation and Meena Heath, Global Ambassador, Global Leaders in Law, who fielded incisive questions submitted by the 200-plus attendees. CSSA continues to play a leading role in the international community of company secretaries and governance professionals.

A press release describing the launch; the full paper on “Ten Practical Guidelines to Improving Board Communication” and the webinar can be accessed on this link www.csiaorg.com

Regards,

Stephen Sadie
(MBA, M. Ed)
Chief Executive Officer

Blackmail Fraud 2.0

In my post of March 25 I lamented the distressing development of what I termed Blackmail Fraud. This phenomenon of “non-terminability” or “immunity from termination” is best illustrated by the topical case sited below.

WASHINGTON—

Zimbabwe’s leading platinum-mining firm, Zimplats Holdings, allegedly used an offshore company to pay salaries for senior managers in violation of exchange control laws, according to documents leaked from a Panamanian law firm. Read article..

Assuming that what is reported to have happened here did indeed occur (well, there’s no smoke without fire), then such a practice could ‘ve only been done by and/or at the behest of the C-Level management. Now, assume further that it was the Accountant in charge of the “Executive Salaries” function who would handle the transactions. Would he be touchable or indeed terminable of he, well, helped himself to some payroll funds. Wouldn’t the board have preferred a rather hushed solution to this scam had it come to their attention before these nosy journalists!

 Gudo picuringOur summary advice is:

(a) Tone at the top.
(b) Making certain Internal Controls are operating as they should at all times. This calls for an independent monitoring function.

(c) Periodic Fraud Vulnerability Review (also known as Fraud Risk Assessment) which follow the pretence of “prevention is better than cure”. Here experts assist with the process of risk analysis that proceeds from threat assessment to threat evaluation to the selection of countermeasures designed to contain or prevent that risk.

(d) Effective, conclusive investigations where a fraud is suspected or detected.

About 5wh Audit

5wh is a relationship-oriented professional services company that provides the following solutions to business challenges:
Ø Internal Audits
Ø Forensic Audits
Ø Compliance Audits
Ø Due Diligence Investigations
Ø Business Systems Design, Development and Reviews

We work with business owners and leaders who are set on blowing away those constraints blocking their way to success. We also assist our clients isolate hidden economic assets in their business and determine specific projects to optimize and leverage those assets for greater profit and growth.

We know that the only way to turn your potential for success into actual success is to blow away the constraints that block your path.
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© Caleb Mutsumba

 

 

 

DUE DILIGENCE INVESTIGATIONS

DDWhat is Due Diligence?

A “Due Diligence” investigation is a careful and methodical investigation of a company. It is done prior to doing business with the company.

The most common reason for due diligence investigations is corporate acquisitions and mergers – investigating the company being acquired or merged. These also tend to be the most thorough types of due diligence investigations. The buyer or merger partner wants to make sure they know who they are going into bed with.
Partnerings are another time when parties will investigate of each other in conjunction with the negotiations. Here is a list of the different types of partners and partnerings where due diligence investigations are appropriate:
 Strategic Alliances, Joint Ventures, Strategic Partnerships
 Business Partnerships and Alliances, Partnering Agreements, Business Coalitions
 Just In Time Suppliers and Relationships, Sole Source Suppliers, Outsourcing Arrangements, Suppliers and Customers
 Technology and Product Licensing, Joint Development Agreements, Technology Sharing and Cross Licensing Agreements
 Business Partners, Affiliates, Franchisees and Franchisers
 Value Added Remarketers and Resellers, Value Added Dealers, Distribution Relationships

A Little History on the term “Due Diligence”

The term “Due Diligence” first came into common use as a result of the US Securities Act of 1933.
The Act included a defence that could be used by Broker-Dealers when accused of inadequate disclosure to investors of material information with respect to the purchase of securities. As long as they conducted a “Due Diligence” investigation into the issuing company’s equity they were selling, and disclosed their findings to the investor… they would not be held liable for nondisclosure of information that failed to be uncovered in the process of that investigation.

The entire Broker-Dealer community quickly institutionalized as a standard practice, the conducting of due diligence investigations of any stock offerings in which they involved themselves. While the term “Due Diligence” was originally limited to public offerings of equity investments, over time it has come to be associated with any investigation of a company or business partner, including individuals.

Pre-Acquisition Due Diligence

How Much is a Company Worth?

Valuing a business is not an exact science. The valuation process often involves comparing several different approaches and selecting either the best method, or a combination of methods, based on the analyst’s knowledge and experience. Generally, there are several different methodologies that practitioners use to value businesses. These are:
1. Asset-based valuation;
2. Comparable transactions analysis;
3. Comparable public company method; and
4. Discounted cash flow.
In applying these methodologies to determine the value of a business, one or more of the following factors are generally reviewed and analyzed:
1. The nature of the business and its operating history;
2. The industry and economic outlook;
3. The book value and financial condition of the company;
4. The company’s earnings and dividend paying capacity;
5. The value of the company’s intangible assets;
6. Market prices of public companies engaged in similar lines of business; and
7. Transaction prices of other companies engaged in similar lines of business.
Item #5, “Intangible Assets”, can be a huge point of contention between buyers and sellers, especially in areas such as SALES.

Cat laughterHow much is the company REALLY worth?

The valuation methodologies and factors outlined above are based primarily on historical performance information and assumptions concerning subjective value-adders. Remember, Sales is the LIFE BLOOD of every company. Many factors involving Sales can add (or detract) tremendously to the value of a business:
• What is the True Value of the SALES PIPELINE?
• What is the True Value of the existing Customer Base?
• How good is the organization’s existing Sales Force?
• How good is the Sales Management?
• Are the Salespeople truly capable of carrying out the strategies?
• Can you TRUST the Projections?
The Executive Summary and Management Overview offers a buyer comprehensive data and provide the information necessary to more accurately access the value of a company’s Forecast, Team, Pipeline and associated Sales Assets.

Post-Acquisition Due Diligence

Once you’ve consummated a transaction, you face a whole new set of challenges. The due diligence you will have done, however careful, however thorough, looked only at observable factors.

Your decisions, from this point on, have to be made with an in-depth understanding of the operating dynamics of the company. These are the organizational and interpersonal issues you can’t examine from the outside.
This activity is known as post-acquisition due diligence. Post-acquisition due diligence is as important as the pre-acquisition due diligence. If you don’t get it right, you can get the deal done, but fail to achieve the true objective… generating new post-acquisition corporate value.

This applies not only to acquisitions, but to mergers and large scale joint ventures as well.

Using Common Sense

Too much due diligence can kill the transaction, particularly on small deals. It’s not practical to investigate every possible avenue of consideration. For most transactions, to do so would be too costly and too time consuming.
Pruning the possible lines of investigation and inquiry should be done in a conscious and informed manner – not at random. That is the art of Due Diligence investigation.

We, as practitioners, do have in place checklists and menus of items from which we can choose what we want to investigate and what we will overlook. In most instances, one will investigate only a portion of the possible items the checklists highlight – some briefly and others in depth.

In general, if you are getting a great deal, good pricing, and favorable terms… you will want to move quickly and lightly. On the other hand, if you are doing a highly leveraged deal and are paying top dollar, you’ll have little or no room for error. You require a very complete due diligence, or don’t do the deal at all. When there is no room for error you tolerate no room for error.

For instance, in the process of an investigation, you may find a large number of relevant agreements that you will want to read. In the imperfect world we live in, that may be impractical – you may have to pick and choose which ones you read, which you skim, and which you pass over. How much you invest in this activity depends on how much room for error you have. It may not make sense to invest $75,000 of Due Diligence effort into a $150,000 deal, but for a $15,000,000 deal the calculus is far different.

Develop a Due Diligence Strategy

Before starting your Due Diligence investigation, develop a due diligence strategy. Consider the following factors:
• What’s important to you? What isn’t?
• Which problems will be costly? Which ones will be minor?
• What drives profits – products, technology, sales staff, contracts?
• Where are you most likely to find problems? Where are you unlikely to find problems?
• What is the type of transaction are you expecting? How large or small is the transaction? How complex? What will the investigation cost in time and in money?
• What is the risk to you if the unexpected causes the transaction to go bad?
• How much time do you have? What do you have to lose by delay? What do they have to lose? How badly do you need the deal? How badly do they?
• After the transaction is closed will you have something the other party needs or wants? Can you use this to secure warranties on the due diligence items? Can you put money into an escrow to secure warranties?

Lawyers, Accountants and Due Diligence

You can rely on lawyers and accountants to read agreements and turn numbers into stories.

Of course, you also need someone who understands the particular business and industry – an industry expert. That person will know what to look for, where to probe, and what questions to ask.

Still, no matter how thorough your checklists are, they can’t be sufficiently complete to deal with the unique issues of companies in unique industries. For example if you are doing something in an industry with special peculiarities such as telecommunications or oil, general-purpose checklists will need to be supplemented. This is where your industry expert, his industry savvy and personal contacts will be invaluable.

You will never be able to conduct a complete due diligence investigation. In most transactions you will have to exercise business judgment to assess risk versus reward – with imperfect information. This is where a practical understanding of the industry will be of great help. Knowing how to cut to the chase… knowing beforehand where the skeletons are likely to be buried, and which questions will surface areas of weakness. There is just no substitute for industry specific experience.

Other Reasons for Due Diligence Investigations

Earlier I mentioned acquisitions, mergers and partnerings as major reasons for due diligence. These aren’t the only uses for Due Diligence investigations. Here are more:

1. Selling your company.

  • You want to know the financial status of the buyer. Also what is the buyer’s history of acquisitions? The buyer’s past behavior is the best indicator of how the buyer will conduct itself with you and your company.
  • Will you be accepting debt from the buyer? Will you be taking shares in the seller? If so you’re really an investor. You’re investing in the buyer. You need to know what you’re investing in.
  • You may conduct a due diligence check-up on yourself. It’ll prompt you to areas of inquiry. Prepare well and you’ll increase your control of the buyer’s due diligence investigation.
  • Well, before putting your homestead up for sale you should spruce it up and give it a new coat of paint. An introspective review will help identify the areas of your company you need to primp.

2. Taking charge of a turnaround company.

  • One of the first things to do when taking charge of a company to turn it around is collect information. The checklist is perfect for that.

3. Investing in a private company.

  • Before investing in a private company you need to ask a lot of good probing questions. The checklist will help prompt you for those questions.

Interviews with Insiders

Brace up for one on one sessions with a variety of insiders.

The insiders are the ones who really know what is what. They often know more about the company than does the CEO, especially about those little details that can come back and bite you where it hurts the most. Pay special attention to those insiders with the longest history with the company. Don’t overlook the assistants of these insiders either.

Here is where to look for these people:

 Members of Senior Corporate Management and Department Heads.

o The Chief Financial Officer, the Controller, the Treasurer.
o The Top Human Resources Officer
o R&D and Engineering Management.
o Sales & Marketing Management

 Members of Corporate Planning and Development Department
 Operational Departments
 Internal Legal Department
 Internal Audit Department
 Outside auditors
 Outside legal counsel
 Current consultants (business, technical, other)

Typically you will not be permitted access to most of these people until after the transaction is announced, or even until after it is closed. The smaller the company, the more likely this is to be a problem.

But you will usually get early access to the CFO. Here is a trick you can use – one that we use.

When meeting with the CEO get permission to take the CFO along for an informal lunch. Then as you are leaving, with the three of you together, ask the CEO to direct the CFO to give full and complete answers to your questions. That gives the CFO cover to be open and forthright with you.

Then your job is to convince the CFO, that
(a) the deal will close and he will soon be reporting to you,
(b) you will hold in confidence anything he tells you (assure him you will find a way to discover it yourself without blame going to him), and
(c) that he doesn’t want you to discover unpleasant surprises after the transaction closes.

Ask him how to conduct your due diligence. You can learn a lot from him. It’s the CFO’s chance to ingratiate himself or herself to the new owner.

Depending on the circumstances, you may be able to use this trick with other key insiders. You most likely will only be able to use it once though!

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EagleWe at 5wh Audit have the expertise to assist with Due Diligence Investigations.

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© Caleb Mutsumba