SECOND ILLUSTRATIVE SCRIPT AND EXAMINERS’ COMMENTS The commentary below follows the order and numbering of the script, with reference to the topics in the marking key It should be read in conjunction with the review of the First Illustrative Script and full Examiners‟ Report for this session Examiners’ comments – overview This script failed the exam The candidate has produced good answers to Requirements and (over 50% of competent grades for each) – in both cases with full appendices – but a shallow executive summary and a very brief Requirement 3, suggesting either a lack of ideas or time pressure (or both) – common problems among failing candidates As illustrated more clearly below, throughout the script there are passages containing irrelevant or rambling sections that earn few if any competent grades Time spent on these could have usefully been reallocated to the rest of the script so as to produce a better balance Terms of reference and executive summary The script opens with appropriate terms of reference and a key to some of the abbreviations used This is followed by the executive summary, which comprises an introduction and a section for each of the three main requirements The introduction sets out the context clearly, making neat reference to some of the major issues affecting the company (e.g competition, compliance) and then providing a short summary of the main findings from each requirement Under „Review of performance‟, the candidate offers some concise headlines about the income statement, including costs, but omits two significant areas – revenue by key client and KPIs For „Acquisition of Mustang‟, the candidate provides the key number (proposed price) and makes a series of other relevant points, but overall, with only four sentences, the section is too brief: it refers to only one of Mustang‟s divisions and has nothing on the assumptions underlying the valuation Finally, under „PQR tender‟, there are only three sentences! Again, the points made are all relevant but too few to earn much credit Overall, the main content of the executive summary lacks suitable breadth and depth of coverage Analysis of Watchwell’s financial performance [Requirement 1] This is a good section It deals with the major elements of the requirements – comparison with prior year, gross profit, operating profit and KPIs – and is supported by a helpful appendix (see below) The main shortcoming lies in its failure to address the points listed under „Implications of financial analysis on revenue‟ within the marking key at Applying Judgement This in turn is primarily the result of a failure to consider revenue per hour for the large clients The candidate opens with two paragraphs summarising WW‟s growth in revenue and profit Unusually, the focus here is on operating margin, where the candidate makes effective use of a press article from the AI (Exhibit 12c) that most others overlooked (S)he goes on to a survey of revenue, setting out the overall increase; the same figure adjusted for Quinto („like-for-like‟); and movements in the two business streams The like-for-like analysis is useful, but only to a point: it is a feature of WW‟s business that the client portfolio is constantly changing, and so it is of questionable benefit to exclude Quinto but not also, for example, to adjust for the large growth in Ardwicke business, or the impact of the prior-year acquisition, Tyro Indeed, the candidate hints at this when commenting on WW‟s success in tenders in the fourth paragraph The passage on tenders shows good awareness, but it is quite speculative Moreover, it is twice as long as the preceding paragraph, which deals with performance of individual clients and which could and should have been expanded considerably All that the candidate has done here is compare the © The Institute of Chartered Accountants in England and Wales 2011 Page of 12 total forecast for manned guarding with the actual total, mentioning only the two largest clients in passing with no attempt to review them in any detail or discuss other clients (e.g the decline among the public sector bodies) There is no mention of hours at all The last paragraph on revenue also goes off on a tangent and takes up more space than necessary at the expense of further potentially valuable numerical analysis For gross profit, the candidate identifies the overall absolute movement as well as the change in margin % The latter is broken down by business stream so that the figure for manned guarding can be compared with industry norms (as given in the AI) – an effective piece of analysis This is followed by a review of wages The candidate has failed to calculate the rise in headcount and thus the explanation for the rise in wages is partially flawed Only one other underlying cost caption is selected for review – training The analysis here is somewhat rambling for what is not a significant element of the income statement The section headed „Operating profit‟ is deceptively long It in fact deals mainly with KPIs and contains very little on operating profit at all After setting out the headline margin change, it identifies the change in three expense captions, but for only one of them (legal costs) is there an attempt at explaining the change All six KPIs are then discussed, in more detail than in many other scripts, but with some muddled thinking: it is hard to follow the logic of “although Greg has addressed the training days, staff morale is down, this in turn affects our competitive advantage to utilise our reputation to charge higher prices to maintain future GP margins” or “revenue per man hour and wages have also moved in adverse directions effecting growth and profitability as less cash flows in and more out.” Both appear to be tenuous attempts to introduce pre-prepared analysis In the final sections, the candidate sets out a conclusion and a series of recommendations These are both quite brief but they make a number of relevant points Assessment of proposal for Mustang acquisition [Requirement 2] This is a reasonable section It comprises an introduction followed by „benefits of contract‟, „risks‟, „conclusion‟ and „recommendation‟ The candidate has chosen to use own headings rather than the wording from the exam paper (“factors to consider in appraising Mustang‟s client contracts and profile of business activities”) This approach has not been successful as a number of key issues – especially in relation to the appraisal of client contracts – have been omitted Indeed, the headings „benefits‟ and „risks‟ should instead have appeared in the answer to Requirement 3! The introduction covers a wide range of issues, making excellent use of facts from the AI: problems with previous acquisitions (including KPIs); WW‟s acquisition criteria; and WW‟s strategic objectives This has enabled it to obtain good grades under „Assimilating and Using Information‟ It then states the calculated contract price, with appropriate caveats Under „benefits of contract‟, the candidate looks at some qualitative aspects of the proposed deal – but not very commercially For example, (s)he believes that the opportunity to take on a security consultancy business will be an overnight success – the opposite extreme from the caution shown by most candidates (S)he also sees merit in Mustang‟s presence in Alpha, Bravo, Charlie despite the problems that it has experienced there, which in turn seem to vindicate WW‟s „no-go‟ policy In mentioning the time system, the candidate again gives the impression of introducing prepared material without any convincing attempt to link it to the requirement The section on risks is too brief and too preoccupied with diversification (seemingly another pet topic of this candidate), though it does make the valid point that Mustang‟s staff should be vetted As for Requirement 1, the closing „conclusion‟ and „recommendation‟ sections have earned competent grades These include the advice to include some deferred consideration, and to request Mustang‟s ACS report This candidate suggests excluding contract on the grounds that it is earning too low a margin The real issue – and reason why this contract might be excluded – is the uncertainty over its © The Institute of Chartered Accountants in England and Wales 2011 Page of 12 future and that it could become loss-making on a re-tender (see commentary to Appendix of First Illustrative Script) Most of the analysis for this requirement is provided in the detailed Appendix – see below for commentary The candidate has failed to build on this analysis in the body of the report and so has missed the chance for further competent grades under „Structuring Problems & Solutions‟ and „Applying Judgement‟ Thus there is no discussion of the additional revenue or margin for mobile security; Mustang‟s dependence on Peter Ross; or the differences between the two companies in charge rates and pay rates Evaluation of PQR / Funtimes tender [Requirement 3] This part of the report was the shortest and by far the weakest, with minimal content under most of the headings Inevitably, this has also meant that Corey‟s „matters for consideration‟ and the ethical issues are barely covered The section begins well by identifying the size of the existing PQR contract relative to WW‟s revenue as a whole, as well as referring back to WW‟s original success and to two other past tenders from Exhibit 10: Hyacinth (mistakenly shown as Ardwicke) and (indirectly) Tower The script then moves on to the crux of this requirement – „commercial aspects‟ and „strategic aspects‟ These are both subdivided into „pros‟ and „cons‟ (corresponding to „benefits‟ and „risks‟ per the wording of the exam paper) Unfortunately, the candidate has listed only three „pros‟ and two „cons‟ under „commercial‟ and only one of each under „strategic‟ To make matters worse, only some of these are relevant to the issues at hand, and in general they are illogical (e.g “Additional training will reduce revenue per man hours”) or clumsily worded (e.g.“The 2012 Olympics is a lucrative contract and will provide good source of revenue as security in forefront of peoples [sic] minds”) Under „ethical standards‟, the candidate appears to be fast running out of time as there is little more here than a restatement of the two issues mentioned in Corey‟s footnote Similarly, the sections headed „Conclusions‟ and „Recommendations‟ are extremely short Perhaps the best that can be said about them is that they advise WW on whether to proceed with the tender Overall paper This script is poorly written, characterised by clumsy touches (e.g wrong date on cover page), poor spelling („resiliant‟ for „resilient‟, „lead‟ for „led‟) and inelegant grammar, epitomised by the opening of the executive summary: “Lack of product diversification or geographic diversification have not had a material detrimental effect on the prior year‟s performance Despite recession and competitive environment, WW has produced good growth results.” Other examples are highlighted under Requirement above Appendices The candidate has included two appendices, one each for Requirements and Appendix sets out the movements (both £ and %) across the income statement The revenue figures are split by business stream and also identify the like-for-like position by showing Quinto separately The KPIs are also clearly set out, and benchmarked against industry norms and WW‟s own targets As well as revenue and margins, the candidate has selectively included some of the cost captions (something lacking in many scripts) This should have enabled them to be discussed in the body of the report but, as noted above, the candidate has not made best use of the calculations here There is no data at all on individual clients – whether overall revenue or revenue per hour – and this weakens the quality of the main report In Appendix 2, the candidate has set out the calculations for Mustang, following the Tyro template from Exhibit 11 This is a very comprehensive appendix, including all the main figures (including a list © The Institute of Chartered Accountants in England and Wales 2011 Page of 12 of Mustang‟s KPIs, again alongside industry norms and WW‟s targets) and the assumptions applied (including those affecting the valuation multiples) The manned guarding table includes an extra column to show the gross margin earned on each contract, which the candidate uses effectively in the body of the report It is also accompanied by two footnotes The first states the basis on which other costs have been adjusted; but the second is a throwaway comment on what is the crux of the whole matter: “Projections are on forecast figures, not know if they have been audited – advice [sic] professional scepticism.” For mobile security, the candidate has included suitable figures but has failed to adjust for the fall in margin and has also made a simple casting error (the table adds to £114k not £144k) For security consultancy, (s)he has taken the unusual step of reducing the growth assumption to 30% for 2012, resulting in an adjusted gross profit of £44k (Most candidates opted for 0% or 100% growth.) The profits for each division are then brought together in a table where the total price is computed by applying chosen multiples (The overall result of £464k is higher than in most scripts because the errors on mobile security are compounded when the multiple of 2.0 is applied.) Below this table, the candidate succinctly explains the basis for the multiples used © The Institute of Chartered Accountants in England and Wales 2011 Page of 12 ILLUSTRATIVE SCRIPT DRAFT REPORT TO THE BOARD OF DIRECTORS OF WATCHWELL LTD JULY 2010 BY – OSSIE FORDHAM © The Institute of Chartered Accountants in England and Wales 2011 Page of 12 TERMS OF REFERENCE The purpose of this report is to analyse WW‟s performance for the year 30/06/11, evaluate the potential acquisition of Mustang and discussing the possible tendering of PQR‟s enlarged business following acquisition of Funtimes This report has been prepared as a draft solely for the Board of Directors of Watchwell Ltd It contains sensitive and confidential information and is intended for internal use only NB – WW – Watchwell Ltd – All numbers + calculations denominated in £000 EXECUTIVE SUMMARY Watchwell Ltd is a reputable security firm providing a premium, SIA accredited manned guarding and mobile security service Lack of product diversification or geographic diversification have not had a material detrimental effect on the prior year‟s performance Despite recession and competitive environment, WW has produced good growth results Other wider overall issues include the need to grow organically and through acquisition to achieve strategic long term objective of being included in top 20 Infologue.com list whilst continual compliance with all new and existing laws including SIA, minimum wage act and TUPE 2011 saw many changes including the acquisition of Quinto The effect of these changes on WW performance for 2011 is calculated in appendix and discussed in part The acquisition of Mustang offers opportunity to address the lack of product diversification and simultaneously achieve long term growth target of £24m This is further discussed in part 2, with supporting appendix Regarding the proposal from PQR, to tender for additional Funtimes business ahead of tender renewal date raises some concerns including ethical issues This is discussed in part (1) REVIEW OF PERFORMANCE Overall revenue achieved was £18,924 up 32.7% This was due to the acquisition of Quintos in early 2011 The growth strategy through acquisition has proven to be a good way forward to achieve top 20 status Gross profit increased to £3970, up by 24%, despite margins down to 20% in 2011 This was driven by higher wage and training costs This would be a limiting factor in this environment given that these have to be invested in to maintain competitive advantage to win tenders at favourable rates (2) ACQUISITION OF MUSTANG A historically poor performance of acquisitions (Tyro) has led WW to sought our help with Mustang With a cash surplus available due to a prudent dividend policy a recommended price of £464 is proposed With recommendations of deferred consideration instead of up front cash This will achieve the product diversification with Mustang‟s consultancy division that Tom is already providing, and WW are seeking © The Institute of Chartered Accountants in England and Wales 2011 Page of 12 (3) PQR TENDER This is a good client who has been won on reputation without compromising price Despite the negative press re Funtimes, WW should tender for this contract without compromising on ethical or cost standards This gives them product diversification in CCTV, much needed as faster growing and will earn greatest revenue, much needed (1) REVIEW OF WW’S PERFORMANCE TO 30/06/11 Overall the company has had a successful year with revenue and gross profit increasing, giving a healthy operating profit increase of 13% This puts them in good stead in a highly competitive market This is positive given the difficult economic environment where clients seek lower rates and that 27% are making less profit, with 12% selling at a loss Please refer to appendix for supporting calculations REVENUE Revenue has increased by £4,660 (32.7%) to £18,924 Like for like sales have also increased by £3,583 (25.1%) excluding Quinto This is driven by increases in both the manned guarding and mobile security, 34% and 6% respectively The increase in business anticipated in Ardwicke and PQR have not materialised as forecasted, thus results were down by an immaterial amount (0.7%) compared to forecast revenue figures WW seems to have a good strategy in place to achieve new tender & renew tender targets of 60% and 80% respectively The good internal control of debriefing lost tenders seems to be working In addition WW‟s high cost, high quality approach appears to pay dividends when pitching to target clients In this economic recession, it can be seen that security is a buoyant market and firms place a greater emphasis and have budgets put aside for security This in turn helps WW to remain as a growing business and not be adversely affected, thus achieving its long term goal of revenue increase to £24m to achieve top 20 status GROSS PROFIT Gross profit has increased £775 (24%) to £3970 Margins are slightly down on 2010 to 20% in 2011, down by 2.4% This is driven primarily by reduced margins in manned guarding sector as this reduced to 19% in 2011 (2010: 20%); however still above industry norm of 15% Gross profit margins in mobile security remained relatively stable, maintaining its high percentage The increases in costs within man guarding was driven by increase of wage costs of £3779 (35%) to £14,423 This was expected due to rise in tax and national insurance payments Addition of headcount also contributed to this increase Training costs were also expected to increase as WW trains its new staff from Quintos This is a good investment into the future, help build our reputation as guards are our intangible asset They provide good service, which in turn helps to win referral at high prices and maintain growth, therefore achieving success tender targets OPERATING PROFIT Operating profit has increased by £226 (13%) to £1946 The good growth in gross profit has been offset by higher overheads namely advertising (71%), legal (78%) and impairment costs (71%) © The Institute of Chartered Accountants in England and Wales 2011 Page of 12 The legal costs have to be further investigated, as it seems that the discrimination case has been settled This needs to be addressed with caution as it opens flood gates for other potential claims Staff discontent is further seen in increase in staff turnover KPI‟s and sick days of 24% and 8.2 respectively the former way above our internal target of 20% but below industry target of 25% As discussed staff are our key asset on which our reputation is built on, high t/o and sick days increase risk exposing us to reputation damage thus harm profitability It seems although Greg has addressed the training days, staff morale is down, this in turn affects our competitive advantage to utilise our reputation to charge higher prices to maintain future GP margins Revenue per man hour and wages have also moved in adverse directions effecting growth and profitability as less cash flows in and more out On a positive note utilisation has improved to 90%, above industry average of 85% and closer to target of 92% CONCLUSION A resiliant performance in an economic downturn by WW Revenue targets lower than forecast, however a good performance from existing clients Increase in utilisation and gross profit, however offset by increases in wages, will need further investigations RECOMMENDATIONS Continue to acquire company‟s with good strategic „fit‟ with WW to achieve growth targets and promote brand with existing clients Investigate ways to improve staff morale and reduce sick days eg employee opinion surveys (2) ACQUISITION OF MUSTANG Historically WW has had a poor performance with respect to acquisitions, namely Tyro, where proper due diligence was not carried out and forecasted revenue for contracts were overstated In addition KPI‟s were not appropriately vetted, this lead to lower gross profit thus questioning price paid for acquisition A corporate agent has introduced Mustang to WW Mustang seems to meet the three requirements that WW look for in an acquisition, namely proper fit, SIA accreditation and gross profit margins of 10-15% This will allow WW to address the lack of diversification, grow revenue without major changes in business model to achieve top 20 status By reference to appendix 2, an acquisition price of £464 has been proposed This is subject to limiting factors which include professional scepticism around the forecast figures themselves, Edwin‟s professional qualifications and it is not known if these results are audited or not In addition KPI‟s received are well above both industry and WW targets This could be a cause for concern given the previous history with Tyro BENEFITS OF CONTRACT The contract offers a chance to diversify into security consultancy This is a known area that Tom has experience with, thus small learning curve, revenue would be earned instantly © The Institute of Chartered Accountants in England and Wales 2011 Page of 12 Mustang also currently mobile and man guarding, this will fit with WW, with little or no change required to infrastructure, especially the year old time recording system Security firms are generally locally specialised The success of good reputation can be capitalised in Dorset There is also scope to micro geographically diversify into Alpha, Bravo and Charlie areas Thus opening a new market to increase revenue, previously avoided Potential synergies could result in reduction in costs especially wages This could be particularly explored with mobile security, which gives historically higher profit margins RISKS WW seem to be staying in comfort zone, with no macro geographic diversification or product diversification Security firms that historically prosper are the ones that are product diversified With the rapid increase in the Electronics market, not exploring CCTV, would have a detrimental effect on WW long term going concern Taking on new contracts always exposes WW to inherent risk of staff from Mustang not being properly vetted thus liable to financial and reputation damage, affecting profitability CONCLUSION WW has the surplus cash to invest in Mustang as it has had a prudent dividend policy Acquisition seems a good fit with both strategic and ethical aspirations that WW have This is a known model and it has proved to be successful RECOMMENDATION We recommend that WW request latest audited ACS results from Mustang, once these meet standards, and no further adjustments should be made It would be worth finding out if it is possible to obtain only the projects making a GP margin of >10% thus rd excluding the one, or else a much lower price should be offered, with a marketability discount of approx 30% - 40% In addition deferred consideration should be paid instead of cash up front (3) PQR’S TENDER PQR contributes 9.5% of 2010 revenue and contract was won on good reputation without having to compromise on price Previous good relationship with Police as demonstrated with Ardwicke will put WW in good stead should they want to acquire this tender In the past Logos has been known to undercut on price and adopt unethical behaviour to win contracts PQR seem happy with the service to date, although the CCTV issue has not been yet addressed If WW cannot provide CCTV this will limit scope to tender for 2012 Olympics COMMERCIAL ASPECTS Pros – PQR is an existing client, that is known not to compromise on costs Going forward an inflationary increase could be added to maintain GP targets and margins It provides WW with geographic diversity into Weymouth and Portland and at the same time expanding into CCTV © The Institute of Chartered Accountants in England and Wales 2011 Page of 12 The 2012 Olympics is a lucrative contract and will provide good source of revenue as security in forefront of peoples minds Cons – Contracts with Funtimes will reduce security staff in the future through decreasing profitability Other contracts will have to be sought The increase in payment period of 45 days will put pressure on our working capital cycle with a current disconnect with wages being paid weekly and suppliers invoiced fortnightly STRATEGIC ASPECTS Pros – Funtimes expansion into CCTV put company in good stead for the future Cons – Additional training will reduce revenue per man hours ETHICAL STANDARDS As with junior staff being sent to PQR, Corey is discussing confidential info to gain a competitive advantage Unethical behaviour of bribing the WW Guards CONCLUSIONS This is a good opportunity to diversify both geographically and product Apply for tender without cutting costs or resorting to unethical behaviour RECOMMENDATIONS Regular debriefs to be continued with contracts and current staff © The Institute of Chartered Accountants in England and Wales 2011 Page 10 of 12 APPENDIX 2011 ABS Revenue Revenue (excl Quinto) Wages Recruitment Gross Profit GP Margin 2010 2011 vs 4660 3583 3779 30 775 22.4% 20% 2010 % 2011 32.7% 25% 35% 41% 24% (136) GP 2011 ABS manned guarding manned guarding mobile security - manned guarding – 2010 2011 - mobile security OP OP margin (0.7%) immaterial 12.1% 10.3% 2010 % 34% 26% 6% 2011 (16,921) 20% 19% 59.8% 59.1% (immaterial) vs 72 68 63 - 2010 - 2011 vs 4607 3530 53 – 2010 2011 2011 ABS Advertising Legal Impairments Forecast 2011 ↓ 2.4% Revenue mix – Revenue – Excl Quinto – vs 2010 % 71% 78% 71% ↓ 1.8% KPI‟S (1) Revenue / man hr 2010 2011 11.73 11.91 ↑X 2010 2011 IND 78% 76% 80% ↓X 2010 2011 TARGET IND 89% 90% 92% 85% (4) Staff t/o (manned only) 2010 2011 21% 24% ↑X (5) Training days (manned only) 2010 2011 4.3 6.9 ↑√ (6) Sick days (manned only) 2010 2011 7.1 8.2 ↑X (2) Wages: Revenue (3) Utilisation © The Institute of Chartered Accountants in England and Wales 2011 0.18p 1.5% ↑√ TARGET INDUST - 20% - 25% Page 11 of 12 APPENDIX MUSTANG ACQUISITION (1) Manned Guarding Contract Total Wkly hrs 168 48 108 Grds CH Rate 9.50 8.85 8.45 Pay Rate 5.95 6.10 6.80 Annual CH 249 177 190 616 Ann Pay 157 Other 35 GP 57 28 88 GP% 23% 31% 2% 14% Contracts are historically accepted with a gross profit margin of 10% - 15% KPI‟s (1) (2) Utilisation Staff T/O Mustang 93% 17% WW Target 92% 20% Industry 85% 25% NOTES – (1) Other costs assumed to include amongst employment tax, collectively set at ave of 22% (assumption general) However, this has been predicted to grow anywhere between 20% - 23% An increase of greater than 22% will have a negative effect on gross profit margin (2) Projections are on forecast figures, not know if they have been audited – advice professional scepticism (2) Mobile Security Assumptions Revenue Costs New contract Costs GP 160 (64) 30 (12) 144 - These are 40% on existing revenue - Similar % used on new contract (3) Security Consultancy Early stages of growth, no new contracts signed Experts expect GP to double in 2012, however a more prudent approach due to the unknown factor of how long the recession will last a growth of 30% will be assumed GP 34 x 130% = 44 Total Acquisition Price (1) (2) (3) manned guarding mobile security consultancy Gross Profit 88 144 44 Apply Factor 1.5 (1) (2) (3) Total 132 288 44 464 Factors applied – Where possible we have used WW existing policy (1) manned guarding – 1.5 (half the contract terms of yrs) (2) mobile security – (half of yrs) (3) consultancy – proposed as no new contracts and not know the length of the contracts All these factors have inherent risks, as we are not certain that they will run for the whole contract period (as with new Funtimes acq of PQR) In addition all contracts have different contract lengths remaining © The Institute of Chartered Accountants in England and Wales 2011 Page 12 of 12 ... man hr 20 10 20 11 11.73 11.91 ↑X 20 10 20 11 IND 78% 76% 80% ↓X 20 10 20 11 TARGET IND 89% 90% 92% 85% (4) Staff t/o (manned only) 20 10 20 11 21 % 24 % ↑X (5) Training days (manned only) 20 10 20 11 4.3... Wales 20 11 Page 10 of 12 APPENDIX 20 11 ABS Revenue Revenue (excl Quinto) Wages Recruitment Gross Profit GP Margin 20 10 20 11 vs 4660 3583 3779 30 775 22 .4% 20 % 20 10 % 20 11 32. 7% 25 % 35% 41% 24 %... 59.1% (immaterial) vs 72 68 63 - 20 10 - 20 11 vs 4607 3530 53 – 20 10 20 11 20 11 ABS Advertising Legal Impairments Forecast 20 11 ↓ 2. 4% Revenue mix – Revenue – Excl Quinto – vs 20 10 % 71% 78% 71% ↓