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What is MD&A? – The annual report of any listed company (as listed above – Colgate) contains a separate section by the name of ‘Management Discussion and Analysis’ (MD&A). The MD&A-section includes various topics including Macro-Economic Performance of the industry, the Company’s Vision and Strategy and some key financial indicators and their rationale.
As an investor, that is very insightful information provided by a company to co-relate macroeconomic parameters and the performance of the company in light of them. The section containing Management Discussion and Analysis is included in companies’ annual reports in addition to a similar section analyzing the company’s performance and decoding the financial ratios and various indicators for the investors.
Management Discussion & Analysis is one of the most useful sections for Financial Analysis. Here we look at this in detail –
- Differences Between MD&A & Audited Financials
- What details must you look at in MD&A?
- MD&A # 1 – Executive Overview and Outlook
- MD&A # 2 – Discussion on Results of Operations
- MD&A # 3 – Discussion of Segment Results
- MD&A # 4 – Non – GAAP Financial Measure
- MD&A # 5 – Liquidity and Capital Resources
- MD&A # 6 – Off-Balance Sheet Arrangements
- MD&A # 7 – Managing Foreign Currency, Interest Rate, Commodity Prices and Credit Risk Exposure
- MD&A # 8 – Critical Accounting Policies and Use of Estimates
- How does the MD&A help?
- Format and Extent of information that MD&A should reveal
Differences Between MD&A & Audited Financials
As per SEC, an independent accounting firm should perform an annual audit of a company’s financial statements and provide an opinion on any material misrepresentations. However, auditors are not required to audit the Management discussion and Analysis section. MD&A section in SEC Filings are the opinions of the management about the company’s financial and busines health and provides details of its future opertations.
What details must You look at in MD&A?
The corporate world have adopted MD&A route to demonstrate their commitment to the Company’s vision and strategy, and how the management has created value and delivered performance in light of their long term goals. When the term management is referred throughout this topic, it will be involving complete structure of organization including the Board of Directors, Chief Executive Officer and other Chiefs, their reporting officers / controllers of various departments – Human Resources (People), Finance, Marketing, Production and Operations, etc and the remaining middle and lower management levels. Hence, MD&A does not only dissects financial figures/results, but also looks into Human resources and operations side of the business, which the fundamental and key factors to any business organization.
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MD&A # 1 – Executive Overview and Outlook
Executive Overview and Outlook section focusses on details of the business, number of segments and geographies that they operate. It also provides details on the focus areas of the management and how they look forward to achieving the business and financial objectives.
source: Colgate SEC Filings
- Colgate uses variety of indicators to measure business health. These include market share, net sales, organic growth, profit margins, GAAP and Non- GAAP income, cash flows and return on capital.
- Colgate also notes that it expects global macroeconomic and market conditions to remain highly challenging and category growth rates continuing to be slow.
MD&A # 2 – Discussion on Results of Operations
In this section, the company discusses key Highlights of current fiscal period’s financial performance. In this the management provides details of net Sales, Gross margins, Selling General and Admin Costs, Income taxes etc. Also, it provides details of any Dividend declared and its payment details.
source: Colgate SEC Filings
- Colgate’s Net Sales were down 5% in 2016 as compared to 2015 due to a volume decline of 3% and negative foreign exchange impact of 4.5%.
- Colgate notes that Organic sales of Oral, Personal and Home Care product segment increased 4$ in 2016.
MD&A # 3 – Discussion of Segment Results
The company also provides details of its individual segment, its contribution to the overall sales, growth rates and other performance measures.
source: Colgate SEC Filings
Colgate operates in over 200 countries with primarily two segments – Oral, Pesonal and Home Care; and Pet Nutrition segment.
MD&A # 4 – Non – GAAP Financial Measure
Generally, the company uses Non GAAP measures for internal budgeting, segment evaluation, and understanding overall performances. Therefore the management shares this information with the shareholders so that they can get better insights into the financial performance of the Company.
source: Colgate SEC Filings
The above table provides a reconciliation of Net Sales Growth (GAAP) to Non-GAAP measure for Colgate.
MD&A # 5 – Liquidity and Capital Resources
This section provides details of cash flow debt issuances that will help meet the business operating and recurring cash needs.
source: Colgate SEC Filings
Colgate generated a Cash Flow from Operations of $3,141 million in 2016 and its cash flow from investing activities was $499 million. Additionally, cash flow from Financing Activities was an outgo of $2,233 million in 2016.
Additionally, Long-term debt, including the current portion, decreased to $6,520 in 2016
MD&A # 6 – Off-Balance Sheet Arrangements
This section provides details of any off balance sheet financing arrangements if the company has entered into.
As we note from above, Colgate does not have any off-balance sheet financing arrangements.
MD&A # 7 – Managing Foreign Currency, Interest Rate, Commodity Prices and Credit Risk Exposure
In this section, the company discloses how it manages its currency risk, interest rate risks and price fluctuations.
source: Colgate SEC Filings
- Colgate manages its foreign currency exposures through cost-containment measures, sourcing strategies, selling price increases and the hedging of certain costs to minimize the impact on earnings of foreign currency rate movements
- The Company manages its mix of fixed and floating rate debt against its target with debt issuances and by entering into interest rate swaps in order to mitigate fluctuations in earnings and cash flows that may result from interest rate volatility.
- Futures contracts are used on a limited basis to manage volatility related to anticipated raw material inventory purchases of commodities.
MD&A # 8 – Critical Accounting Policies and Use of Estimates
In this section, the company management discusses critical accounting policies that have meaningful impact on the financial representation of the company’s health.
source: Colgate SEC Filings
As we note from above, Colgate uses both FIFO as well as LIFO method for inventory valuation.
From the above-mentioned details, a fair idea can be taken has to what kind of information and disclosures today’s corporate world is required to make to make them accountable to the investors’ community and society at large as well as transparency in the reporting. Since the management is well positioned than the stakeholders who are the outsiders to provide information regarding performance of the Company, based on such management’s analysis only certain present actions taken by the Company can be justified and a walk towards their committed goals can be demonstrated by the management.
How does the MD&A help?
MD&A helps in understanding the operational and financial results in a better light. MD&A has certain definite objectives, which are as follows:
- Enabling the readers of the financial statements to understand in better way the numbers, financial condition and to get into management’s shoes to understand certain strategic and operational decisions which are bold and largely impacting the future performance and position of the Company.
- Additional supplementary/complimentary information provided in MD&A will help readers understand what exactly the financial statements depict and what is not reflected.
- Addressing the investors’ perception towards the risks associated with the business operations and outlining past trends to indicate the management’s efforts towards mitigating those risks and leading the path towards future financial statements.
- There might be certain information, which though not mandated to be disclosed in the financial statements, its additional reference and disclosure by the management can be of added value for the informed decision making by the stakeholders, which include Government authorities.
Government authorities, ranging from the Taxation authorities to capital market watchdogs to fiscal policy makers to banking regulators etc., try to formulate the operational, fiscal and monetary policies not only based on the quantitative information provided by the Corporate through financial statements, but also based on the qualitative information mentioned in the Management Analysis section on the economy and the industry performance and their future goals.
What serves as objectives of MD&A is the benefiting factor to the stakeholder community. First time investors in the equity markets can adopt qualitative and informed decision making based on the information provided by the company’s management in their annual reports.
Format and Extent of information that MD&A should reveal:
As you can note from the above mentioned objectives and governing regulations in India, there is a prescribed and constantly followed practice of how the information is presented in the annual report. However, neither is there any comprehensive reporting format prescribed by the Government in this regard, nor can we notice any universal practice of disclosing such information among various companies from various industries or various countries. Hence, the accounting professionals and the governing institutions acting in the respective countries might provide guidance for the presentation of MD&A.
For example, Federal Accounting Standards Advisory Board (FASAB) in the United States has issued a recommended accounting standard on the Management Discussion and Analysis with first draft published in January 1997, which can be accessed using following link – FASAB standard on MD&A. In India, there is no standard or guidance note in this behalf, however, the Institute of Company Secretaries of India (ICSI) has issued Reference Note on Board’s Report under their Companies Act 2013 series, but leaving MD&A presentation to the interpretation of the industry.
So, taking the FASAB standard for our understanding purpose, MD&A should address the following:
- The entity’s mission and organizational structure;
- The entity’s performance goals and results;
- The entity’s financial statements;
- The entity’s systems, controls, and legal compliance; and
- The future effects on the entity of existing, currently-known demands, risks, uncertainties, events, conditions and trends.
Taking a note from another prominent institution’s guidance on Management Discussion and Analysis (originally published in November 2002), the Canadian Performance Reporting Board has laid down certain principles based on which MD&A should be prepared. Those principles are as follows:
- Through the Eyes of Management: A company should disclose information in the MD&A that enables readers to view it through the eyes of management.
- Integration with Financial Statements: MD&A should complement, as well as a supplement, the financial statements.
- Completeness and Materiality: MD&A should be balanced, complete and fair as well as provide information that is material to the decision-making needs of users. FASAB has described this requirement in other words, saying MD&A should deal with the “vital few” matters.
- Forward-Looking Orientation: A forward-looking orientation is fundamental to useful MD&A reporting.
- Strategic Perspective: The MD&A should explain management’s strategy for achieving short-term and long-term objectives.
- Usefulness: To be useful, MD&A should be understandable, relevant, comparable, verifiable and timely.
Consolidating what we have learnt till now, let it be FASAB in USA or Canadian Performance Reporting Board in Canada or ICSI in India, every governing agency have tried to foster the stakeholder’s informed decision making function by providing guidance to the corporate world on how the investors can step up and look the situations from the management’s point of view. A good corporate governance practice exercised by a company will always to try to improve its information dissemination function to improve its relations with various stakeholders and the society at large.
In light of increased participation of retail as well as foreign investors in the capital market in the recent years, a more comprehensive and transparent mechanism of information dissemination is always required. This is because MD&A must provide insightful and sufficient information to the stakeholder-community to analyze companies based on their performance and help better mobilization of the capital. This is more required in India, especially after the Economic Survey of 2017 depicts India as the beckoning sweet spot in the darkness of world economy.
MD&A is being one of very efficient way to provide meaningful and highly useful information to the investors. Any improvements in MD&A and its presentation, format will lead to good corporate governance practice and a healthy relationship between companies and the investor-community.