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你从大学会计学位的想法和发现投资该“债券吸引力。但你有点担心。当你对国际财务报告准则（IFRS）和学习财务报表分析技术在你的财务会计和财务报表分析的课程，在大学里，你不知道如何整合和应用不同的国际财务报告准则的知识，财务报表分析。更进一步，当你了解到良好的公司治理提高报告质量的同时，你也知道有管理失败。所以你不知道有多少信任放在报告的数字弥敦。因此，对是否投资该“债券作出最后的决定，你决定学习国际会计准则（IAS）财务报表之呈列1，IAS 7现金流量表，IAS 8会计政策、会计估计和误差与IAS 18的收入变化，财务报表分析教材与盈余质量文献收集和分析信息，又该。你花了一个星期，收集了有关该公司的下列信息。
You received $70000 from the will of your father at the beginning of 2007 and were wondering how best to use the money. Your friend, who was working in a securities firm at that time, advised you to invest the money in Nathans Finance NZ Limited (“Nathans” or “the company”). The company had issued a prospectus on 15 December 2006 to raise a maximum of $100 million by the issue of secured debentures, and had impressive growth in revenues, earnings and assets over the last four years. Your friend further informed you that two directors of Nathans were chartered accountants, the auditor gave an unmodified audit opinion on its financial statements for 2005 and 2006, and the interests of its bondholders are looked after by a trust.
Therefore, you could depend on Nathans’ governance mechanism and consider investment in Nathans’ secured debentures as safe, suggested your friend.
You have an accounting degree from a university and found the idea of investing in Nathans’ debentures appealing. But you were a little worried. While you studied International Financial Reporting Standards (IFRS) and learnt financial statement analysis techniques in your financial accounting and financial statement analysis courses at the university, you did not know how to integrate and apply your knowledge of different IFRS to financial statement analysis. Further, while you learnt that good corporate governance improves reporting quality, you also knew that there were governance failures. So you are not sure how much trust to put in reported numbers of Nathans. Therefore, to make the final decision on whether to invest in Nathans’ debentures, you decided to study International Accounting Standard (IAS) 1 Presentation of Financial Statements, IAS 7 Statement of Cash Flows, IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and IAS 18 Revenue, the financial statement analysis textbook and the earnings quality literature again and collect and analyse information about Nathans. You spent a week and collected the following information about the company.
Nathans Finance NZ Limited was a New Zealand finance company incorporated as a limited liability company on 23 July, 2001 and its registered office was in Auckland, New Zealand. The 2006 annual report of the company stated the principal activity of the company as “the acceptance of investment funds and the use of those funds to provide financial accommodation and services” (Nathans Finance NZ Limited, 2007).
Nathans was a wholly-owned subsidiary of VTL Group Limited, a vending machine operator and technology development company (Nathans Finance NZ Limited, 2006). The Group had four main business segments – technology, franchising, commercial and finance (PricewaterhouseCoopers, 2007). Nathans was the finance arm of the group (PricewaterhouseCoopers, 2007). The Group owned a number of vending machine related businesses, which operated in New Zealand, Australia, North America and Europe. Its fixed assets were predominantly vending machines (PricewaterhouseCoopers, 2007).
Nathans had 10,000,100 shares and all the shares were owned by VTL Group Limited, a New Zealand listed company (Nathans Finance NZ Limited, 2006, 2007). It had four directors – Mervyn Ian Doolan, John Hotchin, Kenneth Roger Moses and Donald Menzies Young and two of them – Mervyn Doolan and Donald Young – were chartered accountants (Nathans Finance NZ Limited, 2006). Staples Rodway was the auditor of the company for the four years 2003-2006. The auditor rendered a clean audit opinion on its financial statements during 2003-06.
According to section 33(2) of the Securities Act 1978, no issuer in New Zealand can offer debt securities to the public for subscription unless it has appointed a trustee in respect of that security and both the issuer and the trustee have signed a trust deed. The main responsibility of the trustee is to protect the interests of the security holders. Perpetual Trust Limited (“Perpetual”) was the trustee of debenture holders of the company (Nathans Finance NZ Limited, 2006). According to the Trust Deed signed between Perpetual and the company, Perpetual’s duty was to “hold the charge created by the Trust Deed on behalf of all [Debenture] Stockholders, to receive and consider regular financial reports furnished by the Company and Auditors as set out in the Trust Deed, and if necessary to enforce the Trust Deed on behalf of all [Debenture] Stockholder” (Nathans Finance NZ Limited, 2006, p. 12).
The Trust Deed imposed some restrictions on Nathans. For example, the Trust Deed said that total liabilities could not exceed 90% of total assets and the company could not cease or alter the character, scale or scope of its business without the consent of the trustee (Nathans Finance NZ Limited, 2006, p. 12). The Trust Deed indicated several default events and allowed Perpetual to convert the floating charge into a fixed charge, appoint a receiver and realise the assets to repay the debenture stock (Nathans Finance NZ Limited, 2006, p. 12). Under the Securities Act 1978, Perpetual was bound to exercise a reasonable degree of diligence to ascertain whether any breach of the terms of the Trust Deed had occurred and would do all such things as it was empowered to do to cause the breach to be remedied. Perpetual was also required to exercise a reasonable degree of diligence to ascertain whether the assets of the company were sufficient to discharge the amounts of debenture stock as they became due.
The company issued a prospectus on 15 December 2006 to raise a maximum of $100 million by the issue of secured debentures. The prospectus described the purpose of the issue as providing funds for the development of the company’s business of providing financial accommodation and financial services (Nathans Finance NZ Limited, 2006).
Chairman’s Letter to Potential Investors董事长给潜在投资者的信
You found the following letter by the Chairman of Nathans’ board of directors in the prospectus of the company.
We are pleased to present this opportunity to invest with Nathans Finance NZ Limited (“Nathans”). Nathans is a wholly owned subsidiary of VTL Group Limited, a company listed on the New Zealand Stock Exchange.
Nathans has a proud history of providing investors with quality investment opportunities in Secured Debenture Stock and the company continues to deliver strong profit results.
For the year ending 30 June 2006, Nathans produced an audited net surplus of $4.97 million, an increase of 47% on the previous year’s result of $3.38 million.
Nathan’s consistent profit combined with a robust credit assessment process and a strong level of corporate governance have ensured that we have retained our unblemished record of nil bad debts written off for the period ending 30 June 2006.
Nathans specialises in commercial lending, and provides loans to a broad range of commercial entities, including franchisees under VTL’s franchising brands 24seven and Shop24.
The relationship that Nathans has with both 24seven and Shop 24 provides us with a growing source of quality clients in the form of both new and existing franchisees, who require commercial loans to purchase or grow their businesses.
Nathans does not lend into the ‘higher risk’ consumer areas such as vehicle and retail consumer lending – that means no cars and no small retail loans. Nathans has a growing commercial lending book that includes diverse sectors, such as manufacturing, recreation and leisure, hospitality, transport and service industries.
We believe that these factors continue to provide confidence to our investors.
Our financial highlights include:
•Net surplus of $4.97 million
•Total assets increased by 26% to $172.30 million, total liabilities increased by 24.90% to $152.10 million
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