Facts and Figures

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My blog yesterday aroused a huge amount of interest. People expressed shock and surprise at the news that a company cannot be forced to declare a dividend. It is not always fun being the bearer of bad news but I would rather inform my community about what they need to hear, than keep them in the dark by telling them only what they want to hear. As was said more than once at the Monday meeting: we must deal in facts and figures, not spin or hoopla.

 

The other query that I received was asking me where I got my figures concerning the Templederry wind farm that I presented in my talk on Monday. I got them from the company documents that I received from the CRO. If you want to see the whole document, click on the link below:

templederry-windfarm-limited-financial-statement-2015

 

I would like an accountant or auditor to look at the whole document and give us an easy-to-understand explanation on exactly what it means. I am not qualified to do that, and I can only show what I see, without offering any interpretation of what I see, as that is not within my expertise.

My first opinion was that the “community” wind farm was in fact owned by another holding company. The reason I said that is because that is what the CRO document said. Here is a scan of that particular section:

director-remuneration

I also said that despite the shareholders not receiving a red cent, the Directors had been paid, as they are legally entitled to be. You can see that in the above scan, and it also appears earlier in the document, on the previous page:

wages-templederry

Finally, and this was the one that upset the most people, the question of profits and their distribution to shareholders. This is the section that I showed on Monday night, and it says “profit for the year”.  I take that to mean a profit was made by the wind farm? I know that if it was a loss, it would appear in brackets. People have taken this to mean that despite the wind farm making a profit in both 2014 and 2015, the community did not receive a cent.

 

Are these people correct in their interpretation? When people asked me that on the phone, I was careful to say that I did not know, as that is not in my expertise, which is what I also said on Monday night. Again, I would ask that an accountant or auditor please write in my comments section and explain to us what this means. Were there profits of over half a million euro made by the end of 2015?

 

reconciliation-templederry

 

DISCLAIMER: I am not an accountant or auditor. I simply read what was in front of me and others have done the same. If I have somehow misinterpreted these documents, I will hold my hand up and apologise, and I will print a full retraction and apology on this blog. This is about the facts. This is not some sort of vindictive witch-hunt.

I eagerly await the comments of those more qualified than I.

About Neil van Dokkum

Neil van Dokkum (B. SocSc; LLB; LLM; PGC Con.Lit) Neil is a law lecturer and has been so since arriving in Ireland from South Africa in 2002. Prior to that Neil worked in a leading firm of solicitors from 1987-1992, before being admitted as an Advocate of the Supreme Court of South Africa (a barrister) in 1992. He published three books in South Africa on employment law and unfair dismissal, as well as being published in numerous national and international peer-reviewed journals. Neil currently specialises in employment law, medical negligence law, family law and child protection law. He dabbles in EU law (procurement and energy). Neil retired from practice in 2002 to take up a full-time lecturing post. He has published three books since then, “Nursing Law for Irish Students (2005); “Evidence” (2007); and “Nursing Law for Students in Ireland” (2011). He is an accredited and practising mediator and is busy writing a book, with Dr Sinead Conneely, on Mediation in Ireland. His current interest is Ireland’s energy policy and its impact on the people and the environment. He is also researching the area of disability as a politico-economic construct. Neil is very happily married to Fiona, and they have two sons, Rory and Ian.
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11 Responses to Facts and Figures

  1. scub1a1holic says:

    You might start a riot if you explain why wind farms use shell companies….

    • Ha! I know that, which is why, in the interest of public safety (innocents always get hurt), I will stay away from the topic of shell companies and their many illegal uses. People can research that themselves.

  2. Pingback: Facts and Figures | ajmarciniak

  3. The payment or non payment of a dividend is not a key issue here. I expect that if there are significant loans a condition of them may be no dividends until loans repaid \ fall below a certain value.

    The key issue is understanding who is exercising effective control over the company. If this company is 100% owned by another company then it the parent company needs to be looked at rather than the one you have looked at. The Directors of the parent company effectively control the subsidiary (it is unclear where community shares held in subsidiary or in parent I am assuming parent)

    Next question is who controls parent company. Need to find out who shareholders are and what % held to understand this. If a community holds a minority and have no right to appoint director then they are on a hiding to nothing.

    If shares are given free or not not a key issue. Key is percentage of shares held and any rights attaching if a minority.If have a right to nominate a Director then at least they should know what is going on even if not to their benefit.

    Community gain can come in many forms, Can be €x per MW or a percentage of profit given via free or paid for shares. In both instances uncertain what if anything will eventually be paid. In both instances community is dependent on character of Developer \ Majority shareholder.

    If dependent on profit it is important to note that profit figures can be manipulated (perfectly legally) in a number of ways to take our profits other than through dividends e.g if majority owners and directors one and the same they could increase their salaries to such a level as to leave profits zero, they could do likewise by making loans at high interest rates plus lots of others.

    Being a minority shareholder in a privately owned tightly controlled company is generally a mugs game unless you are a key employee, totally trust the majority shareholder or whoever has effective control.

    • Thanks very much for that full explanation from someone who knows something about corporate governance. Not my area at all!

    • Owen Martin says:

      Normally, in a private company the directors and shareholders are one and the same, hence they draw a salary, not a dividend.

      Some wind farms companies use the EII scheme, which allows investors get tax relief with a put and call option which means you have to sell the shares after a few years with possibility of profit. Doesnt seem to be the case here.

      • That raises the whole idea of a “community” wind farm. If the directors / shareholders are the entire community, with equal returns and an equal say in corporate government, then perhaps we could call it a “community” effort. This does not seem to be the case here, with three directors controlling most of the shares and all of the governance.

        As I’ve said, I know nothing about corporate governance, so this is my layperson’s question: why would you describe that amount as a profit if it is owed to somebody already? Surely that should not be called a profit, but rather income produced (in order to pay outstanding debts)? Just asking.

      • Owen says:

        Neil

        Profit is different from cash flow. Profit is only concerned with operating activities. Loan repayments arent included only interest payments. Cash Flow statement in my view gives better indicator of performance. The accounts are prepared like that as tax is on these profits. Taxman only allows interest as deduction.

        The bank likes them prepared that way because they want to see your ability to pay back loans. So simple answer is by law the accounts have to be prepared like this.

        Cash Flow Statement shows the real position of a company IMO. Only large companies have to publish it.

      • Thanks Owen. I can see why the accounts are described as “abridged”!

  4. Owen Martin says:

    So the company has accumulated profits of half a million at the end of 2015. The profit for 2015 was 300k.

    The company is highly leveraged, which means big loans on those wind turbines.

    This means a dividend payout is unlikely, in fact, non existent for a private ltd company like this.

    Profits would be used to pay off debt. Wages need to be paid. Then taxman. A broken gearbox could cost 300k a pop, hence the need to keep retained profits.

    Shareholders are well down the list.

    Nothing illegal at all with what they are doing.

    99.9999% of private ltd companies are run like this.

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