BENEFICIAL RECORDS
Accurate financial record keeping is the bedrock of a well-functioning business. Though some companies survive in spite of their bookkeeping inefficiencies, in most cases, poor record keeping hinders progress and affects the company’s bottom line. The benefits of superior record keeping cannot be understated.

Working Capital Management
Cash is king and good financial records are essential to strong cash management procedures.

Quick collection of accounts receivable ensures that funds flow consistently into the bank account.

Collection efforts are futile however if the financial records are incomplete and the amount and aging of receivables is incorrect.

The flip side is the management of accounts payable. Up-to-date records provide companies with a snapshot of the amount owing and how long it has been outstanding. Vendors are less willing to extend credit to businesses with a history of late or irregular payments. Credit with vendors is critical for businesses to succeed.

Even profitable companies can easily find themselves in a negative cash flow situation. Reasons for poor working capital management are plentiful: lack of credit from suppliers, substandard collection of
accounts receivable, or obsolete inventory, among others, all of which could be eliminated by maintaining proper financial records.

Price Point
Accurate financial records enable management to analyze their cost structure. Companies need a firm understanding of their underlying costs in order to price their products appropriately and attain their desired profitability. Growing businesses could have multiple product offerings and the inability to determine ideal prices for each offering will reduce the bottom line.

Financing Alternatives
Any investor, bank or business partner will require a review of the financial records before investing in an entity. Maintaining accurate financial records demonstrates sound business practices and clearly details profitability which expediates external funding.

Growth
Management can generate and analyze various reports from sound financial records in order to assess the overall health of their enterprise and plan for the future. Leadership can evaluate the stress of any desired capital spending, which positions them to capitalize on opportunities and stay ahead of the competition. Otherwise, as they say about opportunity, ‘If you don’t take it, someone else will’.

Business Valuation
Company leaders endeavor to increase the valuation of businesses for shareholders. Thorough financial records are foundational to all approaches of business valuation, whether asset-based, earnings or even market value; they allow companies to calculate their worth.

Compliance
Publicly listed companies have strict financial reporting requirements and their ability to produce accurate
and timely accounting data is key to such compliance. Besides imposing monetary penalties, the Securities Commissions can subject companies to cease trade orders for delinquent filings. The Chief Executive and Financial Officers are required to certify their company’s disclosure controls and internal controls over financial reporting, the foundation of which is a clean set of basic accounting records.

Companies must also adhere to the deadlines imposed by their taxation authorities, i.e. the filing of annual tax returns, GST/HST returns, etc. Up-to-date financial records ensure timely compliance of such demands. Failure to file on time can be very costly to a business.

Audit Efficiencies
Publicly listed entities undergo an annual audit of their financial statements. All reports that are the subject of the audit are products of the underlying accounting records. Maintaining proper records allow for smoother audits, resulting in timely filings. Accurate financial records also facilitate ‘efficient’ audits since
required information can be seamlessly provided to the auditors, lowering the overall cost of such services.

All in all, accurate and timely financial record keeping is essential for the day-to-day operations of businesses and allow for intelligent decision making by leadership for growth or potential sale.

This story was featured in the Service Providers magazine.

Learn more about Avisar at http://avisar.ca/ and on the CSE website at http://thecse.com/en/services/services-for-listed-companies/avisar.

One of the popular ways for private companies to obtain a listing status on the Canadian Stock Exchange (“CSE”) is through a reverse takeover (“RTO”) with an existing listed entity. The most common version of an RTO is when a private operating entity merges with a listed (more or less) shell corporation, effected by way of exchange of equity interests, which typically results in owners of the private entity gaining control of the combined entity after the transaction.

Understanding how the financial records of the resulting combined entity shape up is an essential factor for the leadership of the private entity to gauge the breadth of such a transaction. It is however often overlooked amidst other regulatory requirements. The International Financial Reporting Standards (“IFRS”) and its interpretation, provides specific guidance around this area, which is the subject of this piece.

Despite the public shell corporation issuing shares, from an accounting perspective these transactions are considered to be capital transactions of the private entity looking to obtain the listing status of the non-operating shell corporation. They are therefore equivalent to the issuance of shares by the private entity to acquire the net assets of the public shell corporation. Unlike a straight acquisition achieved through exchange of equity interests, where the accounting records are a continuation of the entity issuing shares, in an RTO, the historical financial records of the private entity are retained. The RTO is accomplished by recognizing, in the financial statements of the private entity, the net assets of the publicly listed shell corporation in return for shares “deemed” to be issued by the private entity to obtain a control position in the combined entity. The equity structure however, (that is, the number and the type of equity instruments issued) of the combined entity, reflects the equity structure of the publicly listed shell corporation, including the equity instruments exchanged in the RTO.

The deemed shares issued by the private entity, which is the consideration it has paid for the acquisition of the public shell corporation, are recognized at fair value and any difference between the fair value of these deemed shares and the fair value of the acquired net assets of the public shell corporation, represents a cost to the private entity. The Interpretation Committee of the IFRS points out that, for the private entity, this difference in fair values is considered to be a payment for service of a stock exchange listing for its shares, and therefore should be expensed through its profit or loss. This is in contrast to the usual treatment of cost of issuing capital, which reduces the value of the capital raised. The leadership of the private entity therefore needs to understand this and evaluate if this is an acceptable impact on their financial reporting.

Although this is a simplistic introduction of what to expect if you choose to obtain a listing on a stock exchange by way of an RTO with a listed shell corporation, accounting for such acquisitions can be quite complex. This could include determining the fair value of the consideration for the transaction (i.e. the value of the deemed shares issued by the private entity), the fair value of the net assets of the public shell corporation, non-controlling interest considerations, earnings per share calculations, to name just a few. The key thought is to ensure to involve your accounting advisors, amid other consultants, at the right time in the whole process so you have a complete picture of the impact of your desired transaction.

This story was featured in Service Providers magazine.

Learn more about Avisar at http://avisar.ca/ and on the CSE website at http://thecse.com/en/services/services-for-listed-companies/avisar.