A recent report by Fitch Ratings in the wake of UK construction firm Carillion’s collapse has sounded the alarm over supply chain finance (SCF) programmes, calling for the extension of payment terms due to reverse factoring to be classified as debt.
The ratings agency says that reverse factoring was a key contributor to the largest construction bankruptcy in UK corporate history, as it “allowed the outsourcer to show an estimated £400-£500mn of debt to financial institutions as ‘other payables’ compared to reported net debt of £219mn”.
Calling this an “accounting loophole”, the report suggests that supply chain finance programmes could be used to enable corporate buyers to operate with a lack of transparency in their finances – an implication which is roundly rejected by industry participants.
“This is very standard practice,” Geoffrey Wynne, partner at Sullivan & Worcester UK tells GTR. His firm is currently working on a transaction whereby the bank is allowing the buyer to negotiate for 360-day payment terms. “If there were any suggestion that they were helping mislead investors, they would be really appalled. The simple answer is that this is a financing device for extending trade payables.”
To ascertain the scale of the practice and whether an increase in reverse factoring is occurring, Fitch analysed historic payables days from 2004 to 2017, finding that median payables days were highest in 2017, rising 14 days since 2014. Fitch calculated that this suggests an overall increase in payables of US$327bn.
“As seen in the case of Carillion, reverse factoring could have a potentially large impact on vulnerability to default for specific issuers,” Fitch said, adding that it will adjust credit metrics to classify any extension of payment terms due to reverse factoring as debt.
One of the main benefits of SCF is that the financing structure is not treated as debt for balance sheet purposes, but as a trade payable which isn’t considered leverage. Such a reclassification would defeat the purpose of these kinds of arrangements for many corporate users.
“SCF is different to bank debt,” says Omar Al-Ali, partner at Simmons & Simmons. “The problem with debt is you essentially have a very large liquidity issue on a specific day when you need to repay, say, US$100mn. In SCF, you need to pay smaller amounts on spread-out days, which is less likely to give rise to liquidity issues. That is an important difference between the two.”
If the view on SCF does change, it is likely that economic thresholds will be adjusted to reflect the new reality because the liabilities have always been there, and banks are comfortable with them.
This is not the first time a ratings agency has called out supply chain finance. In late 2015, Moody’s Investors Service said that Spanish environment and energy group Abengoa’s large-scale reverse factoring programme had “debt-like” features, and announced a review of its rating methodology.
The International Trade and Forfaiting Association (ITFA) successfully challenged that review, asserting that payables finance is a legitimate and acceptable form of finance which should not automatically result in trade debt being re-categorised as financial debt.
“ITFA had a very good dialogue with Moody’s. It looks like we’re going to have to start the dialogue with Fitch,” says Sean Edwards, chairman of ITFA. “There has been an increase in days payable, because it is very widespread. But, does that mean that it should be treated as bank debt? I don’t think so. In abnormal cases, like possibly Carillion and Abengoa, they had additional features. In the case of Carillion, it dwarfed their other lines of finance.”
For Fitch, the problem is one of disclosure.
“An annual report should give you a fair picture without you having to guess. If you look hard enough, you can find clues that this is happening, but there is a distinction between being able to find clues and something being clearly disclosed,” Frederic Gits, managing director, corporate ratings Emea at Fitch and co-author of the report, tells GTR. “In itself, supply chain finance is a perfectly legitimate funding technique. The issue is that because disclosure around it is weak, it can leave a door open for companies to use it in a less appropriate way, for example to hide a debt increase in trade payables.”
While those in the industry reject the charge that corporates are widely using SCF to hide debt, ratings agencies say that they have no way of knowing for sure unless there are stronger disclosures around SCF programmes, in order for investors to make better-informed decisions about whether they want to treat them as debt or not.