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Page 1: ENTREPRENEUR’S FOLD FOLD GUIDE IPO SCALEUP …...cloud-based accounting systems allow you to generate your own financial statements with a few clicks of your mouse, and these statements

www.smeguide.orgwww.smeguide.org

ENTREPRENEUR’S GUIDE

STARTUP SCALEUP IPO

ENTREPRENEUR’S STA

RTUP | SCA

LEUP | IPO

ww

w.sm

eguide.orgGUIDE

CONTRIBUTORS FROM:

● Addisons

● Alphastation

● Ashurst Australia

● Australian Securities Exchange

● BoardRoom

● CBRE

● Cicada Innovations

● Clyde & Co.

● DLA Piper Australia

● Employsure

● Gilbert + Tobin

● Glasshouse Advisory

● Google Australia

● Jackson McDonald Lawyers

● Kain Lawyers

● KPMG

● Legalvision

● Link Market Services

● Main Sequence Ventures

● muru-D

● National Australia Bank

● Partners for Growth Australia

● Pottinger

● Principals

● Silicon Valley Foundry

● Spruson & Ferguson

● Square Peg Capital

● StartupAUS

● Startup Onramp

● Stone & Chalk

● Sydney Angels

● TDM Asset Management

● Transition Level Investments

● University of South Australia

● Upguard

● Watson Mangioni Lawyers

● Xero

FOLD FOLD

FOLD FOLD

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DOWNLOAD THE ELECTRONIC VERSION

OF THE GUIDE AT:

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18FUNDAMENTALS OF FINANCIALSKPMG ENTERPRISE

Michael Hine, Partner in Charge, Tasmania

Fleur Telford, Director – Technology Lead

Kaajal Prasad, Director – Tax & Advisory Services

Aristidis Semertzidis, Associate Director – Digital Assets

Whether we like it or not, the numbers really do tell the story. Therefore, it is

important that you count all your beans and balance your books diligently.

This chapter will provide you with the fundamentals of the following topics:

• record keeping

• budgets

• financial statements and what the Balance Sheet and Statement of Income

actually tell you

• how to decide if you need an external advisor

• whether or not you need an audit

• what to consider when evaluating technology options

• risk management as part of your strategic plan

• considerations and obligations when taking on employees.

RECORD KEEPINGThe fundamentals of good accounting and tax compliance begin with meticulous

record keeping. In Australia, the three types of record-keeping requirements are:

• Australian Taxation Office (ATO): Records must be maintained for a minimum of

five years from the date after the completion of the transaction or acts to which

they relate.

• Australian Securities & Investments Commission (ASIC): Companies must maintain

financial records for at least seven years.

• Corporations law: All companies operating in Australia must have a registered office

in Australia and must set up and maintain a register of members in Australia.

The record-keeping requirements that apply to your business will be partly dependent

on the type of trading structure you implement. For example, a trading discretionary

trust is not subject to the record-keeping requirements of ASIC. However, all operating

businesses, regardless of their trading structure, are subject to the ATO’s requirements.

It is important to remember that the ultimate responsibility for maintaining records is

with the taxpayer, whether or not you have an external accountant or tax agent.

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For completeness, large businesses and some

medium enterprises may be required to prepare,

and have audited, a set of General Purpose

Financial Statements (GPFS), particularly if they

are subject to the requirements of corporations’

law and have several stakeholders who are

reliant on them. On the other hand, SPFS are

prepared for the private business owners only,

and there are no other statutory obligations to

present these documents to other parties.

BALANCE SHEETThe Balance Sheet provides a snapshot of the

financial health, or other circumstances, of a

business at any given moment in time. In very

basic terms, it lists the following:

• The assets that the business owns: These

include bank account balances, the value of

inventory, amounts receivable from customers

and plant, equipment and motor vehicles.

• The liabilities that the business owes: These

include amounts due to suppliers, loans due

to banks and other third parties, employee-

related payables and taxes payable.

• The equity, or net worth, in the business: This

usually consists of retained profits, capital

contributions and share capital, and it should

be equal to the business’s assets less its

liabilities.

STATEMENT OF INCOMEThe Statement of Income (formally known as

the Profit & Loss) is a summary of the business’s

income and expenditure over a specified time. It

is a key indicator of the financial performance of

the business—is the business making a profit?

Depending on the type of business you are

running (e.g., retail, manufacturing, service,

wholesale), and the structure of your business

(e.g., company, trust, unit trust, sole trader,

partnership), the Statement of Income will follow a

generally accepted format. Regardless of the type

of structure you are running your business in, the

Statement of Income will show you the income

you have earned, expenses directly incurred in

earning this income, indirect expenses incurred in

earning this income and your profit before tax.

BUDGETSMost new business owners are aware of the

importance/necessity of preparing a business

plan to capture what becomes their strategic

goals and objectives. A financial budget

helps to determine whether the activities and

transactions required on a day-to-day basis

fit in with the overall goals and objectives that

the business owner sets out to achieve, and

whether the expected levels of activity can be

achieved and sustained within certain cash and

other constraints. A good, useful budget usually

comprises the following elements:

• links to strategic goals as set out in the

business plan or strategy document

• expected timelines, particularly in relation to

achievement of specific goals and obligations

• regular comparisons of budgeted figures

against actual figures

• identification of key drivers to enable

reforecasting if actual figures do not quite

agree to budgeted tolerance levels.

FINANCIAL STATEMENTSMost small to medium enterprises (SMEs) are

not required to prepare and/or submit a formal

set of financial statements, generally called

Special Purpose Financial Statements (SPFS),

unless they are required by third parties, such as

banks and other lenders.

However, many business owners seek comfort

in obtaining a set of SPFS for their own

purposes, as a succinct report on the financial

performance and position of their business

activities for a particular period (usually at the

end of a financial year).

SPFS are subject to generally accepted

accounting principles (GAAP) and the Australian

Accounting Standards, to ensure consistent

and standardised methods for recording and

reporting transactions and balances. SPFS

usually consist of a Balance Sheet (or Statement

of Financial Position), a Statement of Income

(or Statement of Financial Performance), and

Notes to the SPFS to provide further details of

balances, where necessary.

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• identification of opportunities that may

improve your financial performance and/or

position

• access to a pool of advisors and experts,

including lawyers, bankers, insurance brokers,

and so on

• thought leadership and insights in your

industry.

In reality, many SME owners juggle the business

operations and balancing the books themselves.

Appointment of the right team of advisors helps

to minimise the distractions to the owner and the

business whilst obtaining the most appropriate

advice in an efficient, timely manner.

DO I NEED AN AUDIT?For most small to medium businesses, the

answer to this question is usually ‘no’.

Currently, three circumstances generally require

an audit of financial statements:

1. An audit pursuant to ASIC—for ‘large’

corporations: A corporation (being a company,

along with any other entities it controls) is

large if it meets two of the following criteria

in any given financial year: (1) consolidated

revenue of $25 million or more, (2)

consolidated gross assets of $12.5 million or

more, and/or (3) 50 or more employees. Many

large, privately owned Australian businesses

may be eligible for relief from a statutory audit

if they meet certain criteria in accordance with

corporations’ law.

2. An audit required by the ATO for specific

reporting requirements: Currently, there

are no audit requirements for small to

medium entities. Large multinational groups

of entities, called Significant Global Entities,

are required to submit audited GPFS.

3. An audit required by third parties: Third

parties include banks and third-party lenders,

potential investors who may require an audit

and/or due diligence as well as potential

purchasers if you are looking to sell. Such

audits are usually limited in scope and are not

subject to full testing of balances, as an ASIC

audit would entail.

STATEMENT OF CASH FLOWSWhilst not part of a standard set of financial

statements, the Statement of Cash Flows

provides valuable information in relation to your

net cash inflows and outflows from operating,

investing and financing activities. The

Statement of Cash Flows helps to reconcile the

profit (or loss) that was made over a specified

time with the funding activities that the

business undertook over that same period. In

essence, the Statement of Cash Flows bridges

the gap between profit (per the Statement of

Income) and the bank account balance (per the

Balance Sheet).

IN-HOUSE ACCOUNTANT VERSUS EXTERNAL ADVISORNo strict rules indicate when you should employ

the services of an external advisor. Most SMEs

will at least have a tax agent in place to assist

with the obligations associated with the ATO—

such as income tax returns, activity statements

for goods and services tax (GST), pay as you

go (PAYG) withholding and PAYG instalments,

and tax-related registrations. Tax agents also

provide the added benefit of being granted

concessional lodgment and payment dates for

their clients.

For most small businesses, the combination of a

bookkeeper and a tax agent is usually sufficient

when the business is in its infancy. Most modern,

cloud-based accounting systems allow you to

generate your own financial statements with a

few clicks of your mouse, and these statements

are usually sufficient to provide to your tax

agent for preparation of your tax return and

activity statements.

The addition of an accountant/advisor to your

pool of professional advisors may provide the

following added benefits:

• guidance in relation to the commercial

aspects of your business as a whole,

particularly in relation to your intentions and

objectives for that business

• review of your accounting system to ensure

optimal set-up and use

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TECHNOLOGYThe evolution of technology, particularly mobile

and cloud technology, has greatly affected the

way that businesses of all sizes are run. Business

activities are being undertaken at any time, in

real time, with a significant increase in reach and

scale, including globally.

In the world of business finances and accounting

and tax compliance, this evolution has meant

that traditional accounting and tax software

providers have had to invest significantly

in modernising their products to meet the

demands of the instantaneous transaction

capability that consumers expect. However,

using a cloud accounting package is only the

tip of the iceberg when it comes to modern

business technology practices.

RUNNING YOUR BUSINESS ‘IN THE CLOUD’Cloud accounting systems, mobile phone apps

and integration are fast becoming the norm

for SMEs. Cloud accounting systems provide

real-time results of financial performance and

position by relying on constant refreshing of

live data feeds that almost instantaneously

update your accounting ledger. Reports can be

generated with a few clicks of the mouse, and all

of this can be done by the technology while you

focus on running your business.

Mobile phone apps only make things easier—your

accounting system and all the reports it can

generate are always by your side. It is not

uncommon these days to approve invoices

and payments whilst sitting at the beach sipping

a cocktail.

However, a cloud accounting package on its own

does not maximise efficiency, optimise business

performance or minimise the time you spend

‘on the books’. Several other systems or apps,

when properly integrated with your accounting

system, can drive efficiencies and provide you

with valuable insights:

• Point of sale systems: Instantly update the

sales, cost of sales and margins associated

with each transaction.

• Inventory management systems: Instantly

track and update stock that is associated

with a sale or purchase and even

automatically reorder a stock item for

you if it is running low.

• Timesheet/rostering systems: Ensure that

your payroll is correct, provide an audit trail

for employees’ working hours and get help

in allocating sufficient staff based on

expected demand.

• Key performance indicators reporting tools:

Provide benchmark and traffic-light reporting

to show how you are tracking against budget.

• Customer Relationship Management

systems: Manage reward and discount

systems, customer and supplier contacts and

coordinate marketing and communications

activities.

• Marketing and branding systems: Create

branded flyers, brochures, invitations and

the like by using professional graphic

design systems.

Many companies provide cloud technology

systems, and choosing the most appropriate

systems for your business requires investing

time up-front and seeking the right advice.

The key to getting the most out of the tools

is to ensure that you speak with your advisor

about the most appropriate options for your

business and then ensure that these options are

integrated properly as part of your business’s

technology ecosystem.

RISK MANAGEMENTRisk management is a strategic area of business

that is often overlooked or not formalised by

SME owners. Risk management should form a

critical part of your strategic plan because, in

its most basic form, it sets the foundation for

the extent to which you will push to make your

business successful.

The core areas of risk management are:

• Commercial risk

° For example, market position, competitor

analysis, adaptability to changes in market

conditions.

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• Financial risk

° For example, borrowing capacity, ‘give up’

threshold, performance against budget.

• Information technology (IT) risk

° For example, adaptability to technological

advancements, data security, efficiency

measures, choosing the right systems to aid

delivery.

• Operational risk

° For example, understanding customer

base and reliance levels, market and client

awareness, staff skill level, engaged and

appropriately rewarded staff.

• Reputation risk

° For example, brand association, marketing

activities, client service assessments.

These areas of risk management should be

aligned with the strategic intent for your

business and should reflect the risks that come

towards the strategy, the risks that come from

the strategy and the risks of the strategy itself.

Many business owners fail to consider that the

strategy itself may not actually lead the business

to its desired position.

Risk management is a fluid and ongoing process

and requires all owners and employees of the

business to be aligned in their approach to

achieving the strategy.

CONSIDERATIONS AND OBLIGATIONS WHEN TAKING ON EMPLOYEESHiring or contracting people to work on

your idea and business is one of the most

responsibility-laden steps a business can

take, and it is important to be aware of all the

statutory obligations. The following section is a

brief summary of what you need to be aware of

and where to find more detailed information.

Most of the following steps are not optional.

All statutory obligations must be fulfilled.

Under Australian law, directors of the company

employing people are held personally

responsible for PAYG withholding amounts and

the superannuation guarantee charge (SGC).

PAY AS YOU GO WITHHOLDINGDuring set-up of a business, it is necessary to

register for PAYG withholding with the ATO

if you are planning to either pay yourself or

others in the operation of the business. PAYG

withholding enables employees to meet their

tax obligations at the end of the financial year,

and the ATO is notified of their employment in

your business through the lodgment of tax file

number declaration forms.

If the business is utilising the services of

contractors, it is important to determine if they

are in fact contractors under tax legislation. The

ATO has a decision tool to assist with this task.

A business is also obligated to withhold PAYG

payments from businesses that do not quote

their Australian Business Number, and payments

made to directors of the company. (Seek

professional advice if you are a director making

payments to yourself or other directors, to

ascertain your obligations in this regard.)

SUPERANNUATION GUARANTEE CHARGEThe SGC is currently a payment of 9.5 percent of

the gross amount of the salary or wages paid to

each eligible employee that is paid in addition to

it and is paid into a superannuation fund of the

employee’s choosing. It is important to set up a

default fund for employees who do not have a

fund; there is a range of low-fee industry funds

that are suitable.

It is necessary to use a payroll system that has

‘SuperStream’ functionality because it is the

way businesses must pay employee SGC to

super funds. SuperStream transmits money

and information consistently across the super

system between employers, super funds, service

providers and the ATO.

PAYROLL TAXPayroll tax is a state-based tax and is only

required once a payroll has reached a certain

level of gross payments (salaries, wages and

superannuation payments combined). The

threshold varies across Australia: the lowest

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them shares in the company to share in the

growth their work is contributing to. An ESS

can also offer shares for sale to eligible staff for

either cash or through a loan from the company.

This is an alternative way to raise small amounts

of capital that has the double benefit of creating

greater loyalty. Speak to your advisor regarding

both ESSs and salary packaging to ensure they

are set up correctly.

HUMAN RESOURCES POLICIESTo be sure you are complying with

employment-related legislation as outlined

in the Fair Work Act 2009 and subsequent

regulations and amendments, it is advisable

to acquire a human resources policy manual

from a reputable source and adapt it to

your business. It will cover both legislative

requirements as well as general policies

(such as a code of conduct and an IT usage

policy) that are important for the harmonious

operation of your business. The manual

should be made available to employees when

they commence and be referred to in times

of dispute. Having a manual is especially

important in regards to the Small Business

Fair Dismissal Code to ensure limiting the

risk of unlawful dismissal when terminating

employees.

Overall, it is important to remember that hiring

staff comes with a high level of administration

and legislative responsibility that cannot be

neglected. The obligations to the ATO are

bound by the company director’s personal

responsibility, and it is important to notify the

ATO early if the company is suffering difficulties

in meeting its PAYG or SGC obligations. The ATO

is usually willing to arrange payment plans if you

are proactive about your situation. Directors of

the company could be subject to large fines if

you are not.

threshold is $600,000 in South Australia,

and the highest is $2 million in the Australian

Capital Territory (ACT). If your business is not

geographically dependent and expects to have

a large number of employees, it is worth doing

the calculation regarding payroll tax because a

$3 million payroll (37 employees on an average

of $73,000) will cost the business $150,000 in

payroll tax in South Australia per year but only

$68,500 in the ACT.

INSURANCESWorkers’ compensation insurance is compulsory

and based on an estimation of the wages

your business expects to pay for the coming

12 months. The calculation for the premium is

based upon the risk category of the type of job

being performed and can become expensive

in some industry sectors. Two other insurances

required are public liability (protection against

financial risk due to negligence) and professional

indemnity (to cover the cost of litigation due to

breaches of contract or making an error in the

delivery of a service). If you sell, supply or deliver

goods, it is advisable to take out product liability

insurance as well to cover liability in the event

your products cause injury or death, property

damage or a recognised mental health injury.

SALARY PACKAGINGTo retain staff, you may wish to consider

offering salary packaging arrangements where

employees are able to sacrifice part of their

salary so that some items or services are able

to be paid from their pretax salary. Depending

upon your business, you may be able to offer the

salary packaging of computers, cars and, most

commonly, superannuation. Be sure to seek advice

on the fringe-benefit tax implications on the salary

packaging items you deem appropriate to offer.

EMPLOYEE SHARE SCHEMESEmployee Share Schemes (ESSs) are a good

mechanism for locking in key staff by offering

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KPMG

Tower Two, Collins Square

727 Collins Street

Melbourne VIC 3008

Australia

Tel: +61 3 9288 5555

Web: www.kpmg.com

Tower Three, International Towers Sydney,

300 Barangaroo Avenue,

Sydney NSW 2000

Tel: +61 2 9335 7000

Web: www.kpmg.com.au

MICHAEL HINEPartner in Charge, Tasmania, KPMG Enterprise

Email: [email protected]

Mr. Hine has more than 27 years of experience

in providing advice on income tax, capital

gains tax, goods and services tax and fringe

benefits tax to a large range of clients in

both the private and public sectors. He was

a member of the Commissioner of Taxation’s

Division 7A task group. With the advent of

cloud accounting, Mr. Hine has led KPMG’s

cloud accounting and business process

outsourcing approach, which allows him

to combine his technology, small-business

accounting, taxation and practical commercial

advice for a diverse client base. He has

developed tax-effective structures and has

provided taxation advice to a wide range of

sectors, both to the firm’s clients and on a

referral basis, covering income tax, goods and

services tax, fringe benefits tax and payroll

tax. Mr. Hine has managed Australian Taxation

Office and State Revenue Office audits and

investigations on behalf of clients. He also has

transitioned clients to both cloud accounting

platforms and to Business Process Outsourced

platforms and provided strong commercial

advice through a variety of business

acquisitions, disposals and restructures.

FLEUR TELFORDDirector – Technology Lead, KPMG Enterprise

Email: [email protected]

Ms. Telford is a specialist in the Professional

Services industry with 20 years of experience

in financial controlling, IT management and

operations management. She is currently the

Director for Technology for KPMG Enterprise

and is responsible for their 2020 Technology

Strategy plan, guiding the accounting

professionals through the automation,

robotics and artificial intelligence revolution

that is occurring within the financial services

industry. Ms. Telford has been a vocal advocate

for the shift of focus that needs to occur in

accounting services—away from the traditional

style processing of accounts and tax returns

to a more business advisory approach that

assists small to medium enterprises (SMEs)

to make the most of their day-to-day business

opportunities. She was an architect of Deloitte

Private Connect, the back-office transaction

outsourcing service offered by Deloitte, and

is responsible for the technology component

of KPMG Finance Hub, the KPMG competing

product to Connect. Ms. Telford is now working

on bringing a range of subscription service

products to the mid-market for KPMG.

KAAJAL PRASAD, CADirector – Tax & Advisory Services, KPMG

Enterprise

Email: [email protected]

Ms. Prasad is a Director in the KPMG Enterprise

Tax and Advisory team in Melbourne and an

accredited Chartered Accountant and Family

Business Adviser. She has over 10 years of

experience across Australia and New Zealand in

providing accounting, taxation and commercial

advisory services to privately owned

businesses and family groups. Ms. Prasad is well

experienced in advising on strategic planning,

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growth and exit strategies, commercialisation

of new businesses, franchising, mergers

and acquisitions, capital raising, structuring,

governance, financial modelling and forecasting,

management and statutory reporting, and tax

compliance and advisory. Amongst her client

portfolio are some well-known names, and her

client experience spans a multitude of industry

sectors covering startups, retail, wholesale and

distribution, agribusiness, investment portfolios

and family office.

ARISTIDIS SEMERTZIDISAssociate Director – Digital Assets, KPMG

Enterprise

Email: [email protected]

Mr. Semertzidis is Associate Director of Digital

Assets at KPMG Enterprise, working on KPMG

Finance Hub. Having grown up in a number of

family businesses, combined with over 10 years

of professional experience, he has witnessed

firsthand, the challenges that startups, SMEs

and family businesses face and experience

on a daily basis. As part of the KPMG Finance

Hub team, he and his team work to identify

and deliver convenient solutions for clients

who want, and need, to focus on growing

their businesses, whilst KPMG takes care of

the client’s financials—ensuring that business

owners get access to the best possible advice

to guide them through the business life cycle.

Utilising KPMG’s Digital Assets and market-

leading cloud technology, he ensures that

business owners have the right information at

their fingertips when making decisions that

affect their businesses.