NAVIGATING THE MAZE: GETTING AHEAD IN BANKING AND FINANCIAL SERVICES FL NTM Title page_A4.indd 1 06/08/2013 08:32 Published by Fitch Learning Publishing 4 Chiswell Street, London, EC1Y 4UP www.fitchlearning.com Edited by David Mignano and Caroline Herbert Fourth edition Copyright © Fitch7City Learning Limited 2015 (trading as Fitch Learning) All rights reserved. No part of this publication may be reproduced, stored in or introduced into a retrieval system, or transmitted, in any form, or by any means (electronic, mechanical, photocopying, recording or otherwise) without the prior permission of the copyright owner. Any person who does any unauthorised act in relation to this publication may be liable to criminal prosecution and civil claims for damages. While every effort has been made to ensure its accuracy, Fitch Learning can accept no responsibility for loss occasioned to any person, acting or refraining from action as a result of any material in this publication. Copyright © Thomson Reuters 2015. All rights reserved Republication or redistribution of Thomson Reuter’s content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks and trademarks of Thomson Reuters and its affiliated companies. Copyright © 2015 FactSet Research Systems Inc. All rights reserved ©2015 BLOOMBERG L.P. ALL RIGHTS RESERVED Preface Preface Why have this manual? Navigating the Maze is a guide aimed at those people looking to enter into banking and financial services. The manual focuses on both the undergraduate and postgraduate entrants, as well as those of you looking for a career change. Many of you will gain initial experience as an intern. These internships are often just 8-10 week interviews. Secure an internship at an investment bank and you have greatly increased your chances of securing a job offer at the end of the process. Internship training tends to be limited to three to five days. There will be a significant amount of material passed onto the interns, not only during this time, but also across the 10 week internship. There is a great deal to take in. This manual provides a very practical reference point to reinforce the in-class and on-the-job learning. The manual will act as an aid to ensure continuing learning throughout the internship and also during the period between the end of the internship and the commencement of full-time employment. Is Navigating the Maze useful whichever part of the bank you go into? Navigating the Maze is aimed at interns intending to get into or already working within banking. At this level, much of the core subject matter is relevant across a number of divisions. The manual will examine: Interview skills Your application and the process Technical skills Corporate banking Credit M&A Capital markets origination Asset management Private wealth Markets Technology and operations Preparing for work – turning your internship into a full-time offer Bloomberg skills Excel skills Why is Navigating the Maze unique? There are a number of generic publications in the market that will provide a myriad of interview tips and advice on how to get a job. This manual differentiates itself from the entire market as it is written by professionals who have worked in the market, recruited in the market, and who, now being at Fitch Learning, will train the new entrants once they have secured their dream job within banking. The manual has brought together experience from banking professionals from the banking division, sales and trading as well as experienced banking recruiters. 1 Preface We want the reader of this manual to enter the recruitment process with their eyes wide open, 100% professionally prepared, and with a competitive advantage over the rest of the recruitment population. The start of your working career can be daunting and the language can be confusing so we’ve prepared Navigating the Maze so you can hit the ground running and get ahead of your competition. The Navigating the Maze along with other components of the Complete Analyst series can now be purchased online at www.thecompleteanalyst.com 2 About Fitch Learning About Fitch Learning Fitch Learning is a global provider of learning and development solutions for the financial services industry. We train nine out of ten of each of the largest Investment Banks, Asset Managers and Global Banks, delivering in-house, public and online training. Fitch Learning operates worldwide with trainers based in Europe, the US and Asia. We have trained in over 80 cities globally. Our public (open enrolment) courses are now offered in 16 locations across EMEA, US, Canada and Asia Pacific, and also delivering training in French and Mandarin, as well as in English. Fitch Learning has over thirty years of experience delivering high quality training which enhances and hones the skills of experienced professionals. Our ability to consistently deliver this level and quality of training is intrinsically linked to our dedicated trainers who train only for us. In 2015, we offer over 250 courses as we continue expanding our course offerings, our locations and our language capabilities to ensure we can respond to the needs of our clients. 3 About Fitch Learning 4 Contents Contents Preface ....................................................................................................................................................... 1 About Fitch Learning .................................................................................................................................. 3 Introduction ................................................................................................................................... 11 Navigating the Maze ................................................................................................................................. 11 Section 1: Your Application Your Application............................................................................................................................ 15 Introduction ............................................................................................................................................... 15 What is banking?........................................................................................................................... 17 What do these divisions do?..................................................................................................................... 18 Interactions between IBD and markets .................................................................................................... 31 What to expect as an Analyst within a bank ............................................................................................. 33 What makes a complete Analyst? ............................................................................................................ 34 Preparing to apply ......................................................................................................................... 37 Preparing for the recruitment process ...................................................................................................... 37 1. Research the financial services industry .............................................................................................. 38 2. Attend recruitment events..................................................................................................................... 39 3. Build up your resume............................................................................................................................ 41 4. Decide what kind of role is right for you ............................................................................................... 42 5. Writing your resume or application ....................................................................................................... 43 6. The cover letter/motivational section .................................................................................................... 46 7. The first round interview ....................................................................................................................... 48 8. The day of the interview ....................................................................................................................... 49 9. During the interview .............................................................................................................................. 50 Answering behavioral/compentency-based questions ............................................................................. 51 The STAR interviewing technique ............................................................................................................ 52 So what’s your biggest weakness? .......................................................................................................... 53 Menuing .................................................................................................................................................... 53 Section 2: Your Interview Your interview................................................................................................................................ 57 Introduction ............................................................................................................................................... 57 Providing color to your response .............................................................................................................. 57 Read the financial press ........................................................................................................................... 58 Read the research .................................................................................................................................... 58 Investment banking blogs ......................................................................................................................... 58 Accounting and Financial Analysis Q&A .................................................................................... 61 Introduction ............................................................................................................................................... 61 What are the key components of a set of financial statements? .............................................................. 64 What is meant by financial statement integration? ................................................................................... 67 Why do accounts show depreciation and amortization? .......................................................................... 68 How can D&A numbers be manipulated? ................................................................................................ 68 How does…impact the financials? ........................................................................................................... 70 How does depreciation affect the financial statements? .......................................................................... 70 How does an impairment write-down affect the financial statements? .................................................... 71 How does the purchase of an asset affect the financial statements? ...................................................... 71 What is the impact on the accounts of a company entering into a new lease of an asset? ..................... 72 How does a provision affect the financial statements? ............................................................................ 75 What is working capital? ........................................................................................................................... 77 What is net debt and how is it used? ........................................................................................................ 78 Does net debt capture all of a company’s debt? ...................................................................................... 79 Why is net debt ‘net’? ............................................................................................................................... 81 What does equity on the balance represent? ........................................................................................... 82 What is a minority interest? ...................................................................................................................... 83 What is the NOSH? .................................................................................................................................. 84 What is EBIT? ........................................................................................................................................... 84 5 Contents What is EBITDA? ...................................................................................................................................... 85 How and why would you normalize a metric? .......................................................................................... 86 What are pro-forma numbers? ................................................................................................................. 88 What does LTM mean? ............................................................................................................................ 88 What is EPS and how is it used? ............................................................................................................. 89 What is the difference between basic and diluted EPS?.......................................................................... 90 What is equity dilution?............................................................................................................................. 91 What is the treasury method?................................................................................................................... 92 Why is the cash flow statement so important? ......................................................................................... 93 How do you move from EBIT to operating cash flow? ............................................................................. 94 Why does profit not equate to cash flow? ................................................................................................ 96 How would you analyze a cash flow statement in five minutes?.............................................................. 97 What could a company do if it had excess cash on its balance sheet? ................................................... 98 What type of pension schemes do companies have? Why are they sometimes problematic? ............... 99 What is deferred tax? ............................................................................................................................. 100 Valuation Q&A ............................................................................................................................. 103 Introduction ............................................................................................................................................. 103 Why is valuation important? ................................................................................................................... 104 What are traditional valuation methodologies? ...................................................................................... 104 Valuation isn’t just about theories and models – what else should an Analyst consider when valuing a company? ............................................................................................................................................... 106 What is the difference between buy and sell-side M&A? ....................................................................... 106 Which valuation techniques are likely to give the highest valuations? ................................................... 107 What is a valuation football field? ........................................................................................................... 108 What is market capitalization and how do you calculate it? ................................................................... 109 What is enterprise value? ....................................................................................................................... 109 Walk me through a discounted cash flow ............................................................................................... 110 What is free cash flow to firm? ............................................................................................................... 118 What is beta? .......................................................................................................................................... 119 Why and how would you de-lever a beta? ............................................................................................. 120 Walk me through a comparable company valuation .............................................................................. 122 What are the pros and cons of EV vs. Equity multiples? ....................................................................... 123 What are the pros and cons of using the EV/EBITDA multiple? ............................................................ 124 What drives an EV multiple? .................................................................................................................. 124 Why would multiples of a company trade at a premium or discount to its peers? ................................. 126 What is a control premium? .................................................................................................................... 127 What does a merger model do? ............................................................................................................. 128 What factors can make a deal EPS accretive? ...................................................................................... 129 What are the pros and cons of equity and debt as transaction finance? ............................................... 130 Who does what on a deal? ..................................................................................................................... 131 How can a company defend itself from a takeover? .............................................................................. 129 What is a company profile? .................................................................................................................... 133 What is a pitch book? ............................................................................................................................. 133 Statistical and Financial Math Q&A ........................................................................................... 135 Introduction ............................................................................................................................................. 135 What are the common measures of central tendency and dispersion? ................................................. 136 What is standard deviation? ................................................................................................................... 138 What is a geometric mean? .................................................................................................................... 139 What is correlation coefficient? .............................................................................................................. 140 What is the difference between simple and compound interest? ........................................................... 142 What is discounting? .............................................................................................................................. 145 What is an annuity? ................................................................................................................................ 146 What is a perpetuity? .............................................................................................................................. 146 How is discounting used? ....................................................................................................................... 147 What is net present value? ..................................................................................................................... 147 What is the internal rate of return (IRR)? ............................................................................................... 148 Equities Q&A ............................................................................................................................... 149 Introduction ............................................................................................................................................. 149 What are the basic characteristics of common stock or ordinary shares? ............................................. 150 What is an ADR? .................................................................................................................................... 151 6 Contents Why would a corporation choose to raise finance via an equity issue as opposed to a debt issue?..... 152 What are the advantages and disadvantages of being a publicly listed corporation? ........................... 152 What does ex-div mean? ........................................................................................................................ 152 What is the difference between primary and secondary markets? ........................................................ 153 How can new equity be issued? ............................................................................................................. 153 What is stabilization? .............................................................................................................................. 154 What is ‘book-building’?.......................................................................................................................... 154 What is underwriting? ............................................................................................................................. 154 What are the key stages in an IPO process? ......................................................................................... 156 What is a dual track process? ................................................................................................................ 159 What is a syndicate? .............................................................................................................................. 159 What is a prospectus? ............................................................................................................................ 159 What is a pilot fishing exercise? ............................................................................................................. 160 What is a Greenshoe option? ................................................................................................................. 161 What is a secondary offering? ................................................................................................................ 162 What are the full advantages and disadvantages of a fully marketed book-built offering? .................. 162 What is an accelerated book-built offering (ABB) or a placing? ............................................................. 162 What is a rights issue? ........................................................................................................................... 163 What is TERP? ....................................................................................................................................... 163 What is an index? ................................................................................................................................... 165 What aris the difference between a market capitalization weighted index and an unweighted index? . 165 What is the Dow Jones Industrial Average (DJIA?) ............................................................................... 165 What is the Nasdaq? .............................................................................................................................. 166 What is the S&P 500? ............................................................................................................................ 166 What is the FTSE 100? .......................................................................................................................... 166 Money Markets Q&A ................................................................................................................... 167 Introduction ............................................................................................................................................. 167 What are the money markets? ............................................................................................................... 168 What is the inter-bank market? .............................................................................................................. 168 How are inter-bank rates quoted? .......................................................................................................... 169 What is commercial paper? .................................................................................................................... 169 What is a certificate of deposit? ............................................................................................................. 170 Fixed Income Q&A ...................................................................................................................... 171 Introduction ............................................................................................................................................. 171 Why would a corporate choose to raise finance via a debt issue as opposed to an equity issue? ....... 172 What are the two main types of debt finance and what are their key features? .................................... 172 What is a bilateral loan/syndicated loan/club deal? ............................................................................... 173 What are the advantages and disadvantages of loan finance? ............................................................. 173 What is a term loan?............................................................................................................................... 174 What is a revolving credit facility? .......................................................................................................... 175 What is the interest rate on a loan based on? ........................................................................................ 176 What is LIBOR? ...................................................................................................................................... 177 What is EURIBOR? ................................................................................................................................ 177 What is a covenant? ............................................................................................................................... 177 Who are the main credit rating agencies? .............................................................................................. 178 Why are credit ratings more important for bonds than loans? ............................................................... 178 What is the lowest investment-grade rating? ......................................................................................... 179 What is a bond? ...................................................................................................................................... 180 What are the key features of a vanilla bond? ......................................................................................... 181 What are the advantages and disadvantages of bonds? ....................................................................... 182 What is a floating rate note? ................................................................................................................... 183 What is an index-linked bond? ............................................................................................................... 184 What is a callable bond? ........................................................................................................................ 184 What is a putable bond? ......................................................................................................................... 184 What is a convertible bond? ................................................................................................................... 184 What is a Eurobond? .............................................................................................................................. 185 How would you determine the coupon on a bond? ................................................................................ 185 What is a high yield bond? ..................................................................................................................... 185 What is PIK? ........................................................................................................................................... 186 What is the Yield to Maturity (YTM)? ...................................................................................................... 186 7 Contents What is the difference between a clean and dirty price?........................................................................ 187 What is duration? .................................................................................................................................... 188 What is a yield curve? ............................................................................................................................ 189 What is an asset backed security? ......................................................................................................... 190 Derivatives Q&A .......................................................................................................................... 193 Introduction ............................................................................................................................................. 193 What is the difference between cash and derivatives securities? .......................................................... 194 What is the difference between OTC and exchange traded? ................................................................ 194 What is a future? .................................................................................................................................... 195 How are futures used in practice? .......................................................................................................... 197 What is basis? ........................................................................................................................................ 199 What is the difference between contango and backwardation? ............................................................. 199 What is a forward contract? .................................................................................................................... 200 What is a futures contract? ..................................................................................................................... 200 What is a long position on a future? ....................................................................................................... 200 What is a short position on a future? ...................................................................................................... 201 How does a future settle? ....................................................................................................................... 201 How can a future be used to hedge? ..................................................................................................... 202 What is an option? .................................................................................................................................. 203 What are the basic option positions? ..................................................................................................... 204 What drives the price of an option? ........................................................................................................ 206 What factors influence the time value of an option? .............................................................................. 207 What is an interest rate swap? ............................................................................................................... 209 What is a cross currency swap? ............................................................................................................. 210 What is an equity swap?......................................................................................................................... 211 What is a credit default swap?................................................................................................................ 211 What is a structure product?................................................................................................................... 212 What is arbitrage? .................................................................................................................................. 213 Foreign Exchange Q&A .............................................................................................................. 215 Introduction ............................................................................................................................................. 215 How are foreign exchange rates expressed? ......................................................................................... 216 What is a cross rate? .............................................................................................................................. 216 What is foreign exchange quoted? ......................................................................................................... 217 What is a forward forex deal? ................................................................................................................. 218 How are forward rates quoted? .............................................................................................................. 218 How are forward exchange rates determined? ...................................................................................... 219 What is the Fisher effect? ....................................................................................................................... 221 Asset Management Q&A............................................................................................................. 223 Introduction ............................................................................................................................................. 223 What is asset management? .................................................................................................................. 224 What is portfolio construction? ............................................................................................................... 225 What is the efficient market hypothesis? ................................................................................................ 225 What is passive fund management? ...................................................................................................... 227 What is active fund management? ......................................................................................................... 227 How can portfolio performance be measured? ...................................................................................... 228 What is risk? ........................................................................................................................................... 231 What is a risk premium? ......................................................................................................................... 232 What is the difference between systematic and non-systematic risk? ................................................... 232 How can risk be measured? ................................................................................................................... 233 What is the Sharpe ratio? ....................................................................................................................... 234 Section 3: Preparing for Work Preparing for Work ...................................................................................................................... 237 Introduction ............................................................................................................................................. 237 Life as an Intern ........................................................................................................................... 239 The Internship.............................................................................................................................. 243 Training ................................................................................................................................................... 243 Joining your team ................................................................................................................................... 247 Building confidence ................................................................................................................................ 251 8 Contents Appendix 1: Bloomberg for Analysts ........................................................................................ 255 Introduction ............................................................................................................................................. 255 Bloomberg skills coverage...................................................................................................................... 255 The Bloomberg keyboard ....................................................................................................................... 256 Using Launchpad .................................................................................................................................... 257 Exporting data from Bloomberg .............................................................................................................. 259 Finding a company ticker........................................................................................................................ 260 The equity screen ................................................................................................................................... 261 Accessing shareholder data (holders) .................................................................................................... 262 Getting NOSH via the description (DES) screen .................................................................................... 263 Accessing company filing data ............................................................................................................... 264 Finding company news (and research) for normalization purposes (corporate actions) ....................... 265 Picking a relevant broker report (company research) ............................................................................ 266 What are the current Analyst recommendations (analyst recs)? ........................................................... 267 Getting share price data (graph price) .................................................................................................... 268 Annotating Bloomberg share price graphs ............................................................................................. 269 Creating a relative share price graph ..................................................................................................... 270 Importing Bloomberg share price data into Excel................................................................................... 271 Gettting a Hoover’s profile ...................................................................................................................... 272 Accessing the related securities screen ................................................................................................. 273 Accessing the issuer description screen ................................................................................................ 274 Creating government (international) yield curves ................................................................................... 275 Creating yield curve analysis (‘yield curve relative’) ............................................................................... 276 Credit profile summary ........................................................................................................................... 277 Creating a Bloomberg beta profile .......................................................................................................... 278 Accessing the WACC profile .................................................................................................................. 279 Accessing the new issues monitor ......................................................................................................... 280 Accessing debt term sheets ................................................................................................................... 281 Creating debt maturity profiles................................................................................................................ 282 Accessing money market rates .............................................................................................................. 283 Accessing forex rates ............................................................................................................................. 284 Accessing world equity indices ............................................................................................................... 285 Accessing economic data ....................................................................................................................... 286 Using the Bloomberg MA search functionality........................................................................................ 287 Creating league tables............................................................................................................................ 288 Bloomberg news codes .......................................................................................................................... 289 Appendix 2: Excel shortcuts ...................................................................................................... 291 Appendix 3: FactSet .................................................................................................................... 295 Introduction ............................................................................................................................................. 295 FactSet application ................................................................................................................................. 296 How to store a list of comparable companies on FactSet ...................................................................... 297 Research companies in depth ................................................................................................................ 298 Share price data ..................................................................................................................................... 300 Company filings ...................................................................................................................................... 301 Download multiple PDF TravelBooks ..................................................................................................... 302 Exporting data from FactSet ................................................................................................................... 303 Updating and maintaining custom template models, reports and presentations in Microsoft Excel, Word and PowerPoint ...................................................................................................................................... 304 Downloading ‘Ready-made’ models ....................................................................................................... 306 Improve efficiency and productivity in everyday tasks ........................................................................... 307 Link Excel charts/tables to PowerPoint or Word .................................................................................... 308 Use ActiveGraph to create easy-to-update, Pitchbook-ready financial graphs using your firm’s corporate colors, fonts and standards .................................................................................................... 309 Index ............................................................................................................................................. 311 9 Contents 10 Navigating the Maze Navigating the Maze Navigating the Maze has been written as a guide for those who want to work in banking and financial services. Whether you are an undergraduate or postgraduate student, or even someone looking for a career change, this manual will provide you with the information you need to start your investment banking journey. 1 The starting point for many bankers is their internship. An internship is, on the face of it, a good chance to get work experience at a bank. For many, it is actually an 8-10 week job interview. Secure an internship and you have greatly increased your chances of getting a job offer at the end of the process. This manual provides a comprehensive guide to your internship. We can advise you how to apply for your internship, what to do at your interview and also give you advice about what work as an intern will be like. Our advice also covers what you should do to land a full-time job at the end of your experience. Our authoring team includes people who were in charge of hiring interns, people who were once themselves interns, and also people who managed and interviewed interns for jobs as bankers. Fitch Learning also provides specialist intern and analyst training to professionals at leading global financial institutions. So, it is safe to say that we know all about the internship process. You can be confident that the advice in this manual will give you a competitive advantage over other applicants. You will be fully aware of the process and well prepared for success. You’ll also gain the benefit of our combined wisdom about what not to do. So many applicants make the same mistakes and we can tell you how to avoid these from the get-go. Navigating the Maze covers these key areas: Introduction to banking Getting recruited Maximizing the benefit of your intern experience Technical Q&A Introduction 11 Navigating the Maze 12 SECTION 1: YOUR APPLICATION FL Sec 1 Title page_A4.indd 1 06/08/2013 08:31 Your Application 14 Your Application Introduction This section of the book will give you advice about how you should go about entering the investment banking field, whether it be as an intern or as an Analyst. Applying for a job in the industry is notoriously competitive. Your application will literally be one of thousands and securing a job offer can be tough. 2 That said, improving market conditions mean that now is a great time to apply for jobs in investment banking. With the right preparation, you will be able to give yourself a head-start against many of the other applicants. Myths persist that jobs in investment banking only go to those with MBAs from Harvard Business School, or graduate degrees in finance-related topics. This is not the case, and through careful research coupled with thorough preparation, it is possible to forge a career in the banking area of your choice. You need to lay some careful ground work in order to impress potential recruiters. Make sure that before you apply you have done your homework and know all about your chosen field. Whether you’re applying for an Analyst position within the healthcare sector or as an equity derivatives trader, you need to know enough about that field to hold an intelligent conversation with a banker who works in that area. In this section of the book, we aim to give you some tips to help you decide which area of the bank to apply to, and also to help you with your application once you have decided. There are a range of different jobs in investment banking that all require different skills. For example, if you work in sales and trading, client interaction is very important. You will be calling clients regularly and interacting with them so that they do the deal with you. This means you need to be comfortable talking to and working with others. In a more quantitative or analytical role, you should be comfortable working on your own to figure out problems. Advanced mathematical skills may be required for these roles. Once you’ve decided what you want to do, you need to make sure that you approach the application process in a professional manner. You cannot simply expect to send a resume to a bank with a covering letter and make it through to interview. You will need to investigate the recruitment process, attend recruitment events and talk to as many people as you can. Rachel Anderson, our recruitment specialist, has outlined all you need to know about how banks recruit and what the other candidates will be doing. Your Application Make sure that you think about this carefully. You are not likely to be successful in applying for a role that does not match your skills. Even if you manage to convince a recruiter that you can do the job by faking it through the interview process, it is likely that when you start work you will constantly face challenges that cause stress or make you feel inadequate compared to others. Carefully consider how you like to work and what makes you feel motivated. As you read through the next section of the book, try and think about whether the roles that are listed fit in with your skills. 15 Your Application 16 What is Banking? What is banking? Traditionally banks have either operated as commercial or investment banks. Commercial banking focuses on the savings and loans model. Investment banking focuses on the provision of transaction advice, the underwriting of acquisition finance, risk and liquidity management. 3 In the US it was illegal to operate as both an investment and commercial bank. In 1999, the Gramm-Leach-Bliley Act legalized the idea of a universal bank that could operate as an investment bank and a commercial bank. Banks are large enterprises, albeit somewhat smaller as a result of the credit crunch. They are complicated businesses that will service the needs of a wide variety of clients such as: Corporations (listed and unlisted) Institutions such as insurance companies, pension and private equity funds Charities Governments For example Barclays Capital, the investment banking division of Barclays Bank, is a significantly different operation now compared to what it was at the beginning of the millennia. Back then, Barclays Capital (BarCap) was largely a debt advisory and rates, sales and trading business. Now, with the acquisition of the Lehman Brothers business in the US and its strategic growth path, the services that BarCap can provide to its clients are much wider. Likewise the credit crunch has seen the disappearance/swallowing up of a number of banks into other institutions. For instance, JP Morgan has absorbed Bear Stearns and Washington Mututal. Its service provision and operating model has evolved as a result. Hence traditional definitions or outlines of what a bank does must evolve and be clarified. The term ‘investment banking’ is used to cover a variety of different roles within the world’s banks. It can refer to the provision of services as wide as: Corporate finance advisory covering M&A advisory and finance underwriting Banking for corporate entities and governments Investment management Securities trading Treasury services What is Banking? Banking is a widely used term but lacks a precise definition. These days, banks have a much wider remit than they had even ten years ago. One of the reasons that the remit has changed over the years is due to the consolidation that has taken place in the industry. 17 What is Banking? The term ‘investment bank’ is often used these days to generically cover the full spectrum of banking services. Due to the consolidation in the industry, most banking institutions will provide advisory services to its clients. Most of these institutions will however separate, in their own way, the banking activities into divisions. A typical structure is illustrated below: This structure highlights the typical business divisions within a bank. However each division will be supported by cross-divisional units such as human resources and operations etc. What do these divisions do? We will examine some of these activities in further detail in due course – but just as an overview: Asset management Asset managers provide advice and products for clients with cash to invest. Essentially an asset manager is managing another client’s cash. Asset or fund managers will invest in a variety of assets ranging from equities to fixed income and commodities. The asset manager’s objective is to increase the value of a client’s investments within the constraints of the client’s desired risk exposure. Asset management is the ‘buy-side’ of the firm. In other words, they buy the ‘stuff’ being peddled by the ‘sell-side’ (investment banking and the capital market side of the business). They pay the commissions, they pay the spread, and they are the source of the capital that is raised for investment banking clients. As such, asset management is separated from the rest of the firm and the sell-side businesses will treat the asset management division the same as an unrelated independent asset manager. In industry jargon, the asset management arm is treated as an ‘account’. The ‘buy-side’ takes many different forms: the world’s largest managers have over 1 trillion US dollars of assets under management (‘AUM’). The larger asset managers typically offer a broad array of products to meet investors varied needs. These large platform managers utilize every conceivable product developed by the financial 18 What is Banking? industry. This starts with the primary asset classes, fixed income, equity and money markets but also includes their derivatives and structured products. Some asset managers will also have specialized area like commodities, currency or real estate. Asset management roles tend to reflect the type of clients and investment products. The key clients for asset management are: Institutional investors – pension funds, insurance companies, charities Retail investors – developing products sold through retail banks Investment management – client investment managing specializing in particular types of products such as equities, fixed income, growth and value funds Alternatives – real estate, hedge fund investing opportunities XYZ Bank Corporate and commercial banking Asset management Private banking Markets Investment banking Institutional investors Retail investors Investment management Alternatives What skill set do I need? Excellent skills with numbers and analysis Detail orientated Strong communication and networking skills Ability to work with key investors Ability to work long hours You will probably need to take professional exams 19 What is Banking? Corporate banking The role of corporate banking is to provide solutions to the needs of a corporation. The relationship manager’s role is to understand the strategic aims of the corporate and the factors which will contribute to the success or failure of this aim. This can only be achieved by developing a close relationship with the customer and a solid understanding of the sector in which they work. It is for this reason that corporate banking relationship management teams are often split by sector. The needs of the corporate are often linked to its size, therefore the banks are often organized in a way which accommodates this. Commercial banking – small businesses, sole traders, small partnerships etc. Main client – Owner Corporate banking – above a certain size often driven by turnover up to multi-national corporation (MNC) Main client – Financial controller Global banking – the needs of the largest MNCs are better serviced by global markets or global banking Main client – Treasurer The needs of the corporation could be split as follows: Loans Lending is still the backbone of the corporate banking relationship. However, the cost of loans to the banks is shifting emphasis to other forms of finance. Cash flow lending takes up a significant amount of the bank’s balance sheet and therefore either needs to be charged at an appropriate rate (higher interest rates), or the corporate must offer the bank other methods of giving their shareholders a return (ancillary business). With smaller businesses, loans are often secured against the owner’s home to reduce the bank’s risk. 20 What is Banking? Invoice finance/factoring Invoice finance/factoring is a method of raising finance using the receivables of the organization as collateral. Therefore the bank’s risk is reduced as it will only lend money against relatively safe receivables. Asset backed The banks will also lend against the items which the corporation intends to use financing to buy. These assets should be relatively liquid as they will need to be sold by the bank should the corporate default. Trade finance This is often linked to exports and is similar to the methods described above, as the loan will be backed by future receipts when the importer pays. Risk management The corporation may suffer from a variety of financial risks such as foreign exchange, commodity and interest rates. The corporate bank will offer a variety of solutions to help reduce these risks. Cash Internet banking will provide the corporation with visibility as to where the business’s cash is. Transaction services will help the corporate to move and manage money for example: Payments and receipts in a variety of currencies Sweeping cash into a central account to achieve interest rate efficiency The larger corporate banks will also offer outsourcing capabilities such as payroll, employee law mentors etc. to help the client reduce head count and fixed costs. What skill set do I need? Confidence with numbers and analysis Strong communication and networking skills Ability to build relationships and become a trusted advisor Understand a wide variety of financial instruments Good market awareness (economics and rates) Ability to work with finance professionals and entrepreneurs Private banking Private banking is the terminology for the provision of banking services to high net worth individuals (HNWI). The hurdle rate for what makes someone a HNWI varies from bank to bank. But consider yourself outside the remit unless you have liquid assets in excess of seven figures. Private banking is providing a personal retail banking service to these clients. Most of the major banks have successful private banking businesses. 21 What is Banking? The key areas of wealth management that a private banker will provide advice around are: Investment management Liquidity management Tax planning Estate management and planning Markets What skill set do I need? Strong communication and networking skills Ability to work and understand a client’s needs Excellent skills with numbers and analysis Understand a wide variety of financial instruments Develop strong sector specific skills 22 What is Banking? Markets Often when people think of investment banking, they think corporate finance and markets. Markets, or global markets at many institutions, have changed markedly over the last 20 years. To the uninitiated, there is disappointment when the trading floor is not full of traders screaming ‘buy’ or ‘sell’ at each other. ‘Open outcry’ trading still exists in small pockets around the globe – for instance on the Chicago Mercantile Exchange or the London Metal Exchange – however the trading floor these days is generally a much quieter place, with rows of computer screens, sometimes more akin to The Matrix. The markets business is normally split into ‘desks’ covering defined markets or regions. A typical structure for the markets division is illustrated below: XYZ Investment bank Asset management Retail and commercial banking Private banking Markets Investment banking Sales Structuring Trading Money markets and forex Research Derivatives and commodities Sales The sales people are responsible for making sure that clients are fully up-to-date with investment opportunities, potential trading strategies and products. The sales team must be in constant contact with the traders and research teams to ensure that they are in touch with the market, strategy, exposure and current trading book risk. Sales will also work with capital market origination teams (equity and debt capital markets – see later) in terms of placing new issues into the market with investors. Trading Traders will make markets (give prices) and book trades for clients. They will work with the sales teams to ensure that they understand the client’s requirements and risk appetite, as well as relying on the sales teams for ideas and market appetite information. 23 What is Banking? Research Research can be equity, credit or economic in terms of focus. They are the intellectual and academic engine of the bank. They present views on the markets, economic outlook and individual stock recommendations. Structuring Structurers create complex and tailored financial instruments for clients, for example, to achieve a required risk profile, particular cash flow patterns, or maybe satisfy certain regulatory requirements. Money markets and forex Money markets is a general term for the part of the financial system concerned with short-term borrowing and lending. This is as opposed to capital market whose products have longer, if not infinite, maturities such as bonds and equities. Money market products typically have a maturity of less than 12 months although slightly longer products do exist. The shortest period for a money market product is overnight lending/borrowing. Other money market products include: Treasury bills – short-dated zero coupon government borrowing instruments. Commercial paper – similar to a Treasury bill but the issuer (borrower) is a company. Certificate of Deposit (CD) – a fixed term deposit which the investor (depositor) can sell. Repos (repurchase agreement) – a short-term sale of securities (often government bonds) with a future repurchase at an agreed date and price. This effectively is a cheap method of borrowing money using the securities as collateral. Banks also offer clients forex services to buy and sell foreign currency now (spot) or through the use of derivatives in the future. Derivatives and commodities Derivatives are complicated instruments that are used by clients to manage and transfer risk. The markets division is able to structure, trade and sell these instruments to clients. Derivatives can be structured around: Equities Credit Commodities Foreign exchange What skill set do I need? Strong analytical skills The ability to pick up complex work quickly – lots of on-the-job training Ability to work under pressure Work well within a high pressure team environment Understand a wide variety of financial instruments Strong communication and networking skills Strong mathematical skills for some desks such as structured products or the Quant areas Ability to work long hours – very early starts prior to market opening 24 What is Banking? Investment banking division (IBD) The structure of the investment banking business within ‘an investment bank’ varies from bank to bank. This terminology creates a great deal of confusion as an investment bank and an investment banking division are quite different terms. An investment bank is a collective term for the wide range of activities that an investment bank may engage in. For instance, JP Morgan is termed an investment bank. Its activities cover: Private banking Investment banking Commercial banking Markets Retail banking Security services The investment banking division, investment banking or just banking at some institutions, typically services the needs of large corporates and multinationals. Traditionally investment banking focused on advisory services and acted as an intermediary with potential debt and equity investors. However, as the banking model has evolved, IBD has often entered into lending activities with its clients. Investment banking division (IBD) deals with the provision of advice to clients on mergers and acquisitions (M&A advisory), as well as assisting in the raising of funds in the equity and debt capital markets. The term ‘corporate finance’ is often used to describe these activities. IBD is typically structured along industry and product lines. This can sometimes create an overlap of responsibilities and can create confusion: IBD advisory assignments can include: Acquisition searches Balance sheet advisory (capital structure advice) Business portfolio review Buy-side advisory Sell-side advisory Corporate governance Dividend policy making Fairness opinions (second opinions on a valuation) Financing advisory Public takeovers 25 What is Banking? An overview of the investment banking division: XYZ Investment bank Asset management Retail and commercial banking Private banking Markets Investment banking Industry groups Consumer Diversified industries Energy FIG Healthcare Nat Res TMT Product groups M&A Debt capital markets Equity capital markets Leverage finance Industry/client coverage Industry or client coverage groups will focus on specific industries such as technology, media and telecoms (TMT), healthcare, natural resources and industrials. Industry groups will provide a broad range of services to key industry clients. Coverage groups can be geographically defined as well. The bankers in these groups are industry specialists. This allows clients access to experienced bankers who have a deep understanding of their clients’ markets and business models. Once a coverage team has identified a particular need for a client, they will call on specialist product advice from the product coverage teams. 26 What is Banking? Product coverage Some banks will collectively refer to these groups as ‘corporate finance’. Product coverage groups include: Mergers and acquisitions (M&A) An M&A transaction is a critical moment in the life of a client. The transaction can be an acquisition, a disposal, a restructuring, an initial public offering (IPO) or a spin-off. These transactions carry significant risks and are critical to the development and strategic growth of the client. Hence clients will pay large fees for high quality advice concerning valuations, financing, and buy and sell-side options. Equity capital markets (ECM) and debt capital markets (DCM) Equity and debt capital markets (sometimes referred to as global finance or capital market origination) are the capital raising divisions working to raise capital for clients. A strong capital markets business requires origination strength and the ability to structure the products according to the needs of the client and the desires of the investor base. These strengths then need to be coupled with the ability to distribute the product. Typical origination capabilities are: IPOs Follow-on issues Block trade and accelerated equity issues Equity linked issues such as convertibles Private placements Loan origination Syndication Bond issues Leverage finance origination What skill set do I need? Excellent skills with numbers and analysis Strong modeling skills A precise attention to detail Excellent presentation skills – be a PowerPoint Jedi Very steep learning curve Very much a client-facing role, so strong communication and networking skills are a must Ability to work long hours Develop strong sector or product specific skills 27 What is Banking? Technology Technology and operations are key divisions for a bank. Without good technology, a bank will not be able to operate on a competitive level. Finance in the modern era is a complicated business. Products are increasingly sophisticated, trading strategies more involved and regulation is continually growing. The technology business has often been described as working within a software house environment while maintaining a strong connection to finance and banking. The technology teams will work on software development, implementation and service. The work can involve long-term projects, software migrations as well as ad-hoc software development in reaction to changes driven by the market. The work will not be in isolation from the rest of the business. Communication and working relationships are key to the job. The work is varied across the business areas and on a day-to-day basis. This will give you exposure to a range of programming languages and development tools including Java, C, C++, C#, etc. There are also a few roles in production support, which manages the servers, networks and operating systems. This will introduce you to web-based languages including PHP, XML, Java Script and CSS; platforms such as Linux, Mac OS X, Windows, Solaris, MS DOS and UNIX; and database systems including Oracle, Access and SQL Server 2000. What skill set do I need? The ability to work across a number of divisions – high exposure to many different businesses and products Understand the life cycle of a trade A desire to work at the frontiers of new technology Ability to take on early responsibility Very steep learning curve working with very complex systems and some unique and challenging problems Very much a client-facing role, so strong communication and networking skills are a must Often a better work/life balance than some other areas of the business 28 What is Banking? Operations Operations are involved in the full spectrum of financial products, from bonds and equity derivatives to swaps and options, and partners with almost every group in the firm. The operations teams support the lifecycle of the trade from trade capture, client confirmation and risk management, to settlement, margin, and effective collateral and cash management. Technological progress, in areas such as e-commerce, and globalization mean that Operations is continually evolving. The main functions that you would expect to find within an operations area are: Recording and reconciliation of positions Matching and processing of the day's trading Transfer of monies between banks and exchanges Monitoring and payment of margins Corporate actions Dividends collected and allocated As an Operations graduate, you’ll gain broad-ranging, in-depth understanding of both established and emerging markets within banking, leading to exceptional career development opportunities. What skill set do I need? The ability to work across a number of divisions – high exposure to many different businesses and products Understand the life cycle of a trade A desire to work at the frontiers of new technology Ability to take on early responsibility Very steep learning curve working with very complex systems and some unique and challenging problems Very much a client-facing role, so strong communication and networking skills are a must Often a better work/life balance than some other areas of the business 29 What is Banking? Legal, compliance and risk All companies operate under the veil of risk. These risks must be recognized, managed and to the extent it is possible; hedged. Banks are exposed to market volatility, credit, legal and regulatory issues, as well as reputational risks. However for banks to return a profit to its shareholders, risk must be taken. The objectives of these business areas are to manage these risks, and to make sure that the legal and compliance issues are dealt with on a transactional basis, as well as at the macro-bank level. XYZ Bank Asset management Corporate and commercial banking Private banking Markets Investment banking Legal, compliance and risk The compliance function will ensure that the bank complies with the regulations of the jurisdictions that the bank operates under. Failure to manage these regulations can lead to the bank losing business, incurring fines and suffering reputational damage. The risk management functions are often aligned with the subject of the risk. For instance a bank may have risk management areas for: Credit risk Market risk Operational risk The risk management functions will act as independent approval and monitoring functions, as well as providing advice on transactions and the bank’s potential and actual risk exposures. What skill set do I need? The ability to work across a number of divisions High exposure to many different businesses and products Ability to deal with demanding clients working at a strategic level Ability to take on early responsibility and work to tight deadlines An exact attention to deal Often a better work/life balance than some other areas of the business 30 What is Banking? Interactions between the investment banking division and markets The relationship between IBD and markets is interesting. The relationship is controlled and monitored with a ‘Chinese wall’. A Chinese wall is a barrier that is created to separate parties who make investment decisions from parties that are privy to material inside information, that may influence these decisions. The wall is intended to avoid conflicts of interest. IBD and markets represents such a conflict of interest. Suppose there is a potential transaction in the deal pipeline of an M&A team. The transaction could materially change the fortunes of a listed client. If this information were to fall into the hands of the traders, there is a risk that the information would be used to take a position in the market using information that is not freely available to all. The traders would be trading on the basis of ‘insider information’. Investment banks will create a Chinese wall between IBD and Markets. The wall can take the form of: Physical restriction – whereby investment bankers cannot get access to trading floors where the sales, trading and research teams may sit. Information restrictions – restrictions can be systems-driven, in terms of restricting access to networks, servers and files. Markets to IBD Markets teams are restricted from interacting with the origination teams because of client confidentiality issues. Markets Investment banking IBD to Markets IBD, particularly the capital market origination businesses will interact with markets teams. The origination teams will ask the markets teams for information about the market, current and expected market sentiment as well as investor appetite. The markets team are close to the potential investors that the origination teams will be pitching their ideas to. This market information can provide a competitive advantage during this pitching process 31 What is Banking? Illustration of how the various divisions within a bank can interact on a deal: 32 What is Banking? What to expect as an Analyst within a bank Pursuing a career within a bank or any profession for that matter is an important decision – a crucial life-changing decision. It is a decision to be taken with as much information as possible to hand – high quality and relevant information should make for a better informed decision. Banking is a tough job whether it is markets, corporate, origination or IBD. The jobs are different, and so are the stresses, strains and rewards. So what to expect: Challenging hard work To be stretched To learn, grow and develop To react A lot of jargon Intense competition and an ambitious working environment To be flexible in terms of your work, your social life and your career To work long hours Diversity in terms of your work, your clients and the people you work with/for To enjoy it – otherwise what is the point? To be rewarded for good work And what not to expect: A pat on the back every time you do something well A stress-free existence A coddled working environment An easy ride 33 What is Banking? What makes a complete Analyst? An interview with a director at a bank Compliments for good work may seem few and far between for an Analyst. There is often a feeling of being at the bottom of a long corporate ladder and acting as a ‘gopher’ with a degree. However, one of the ultimate and most understated accolades an Analyst can receive from their associate is that they are deemed to be ‘a good Analyst’. What makes a ‘good Analyst’? We asked this question to a director at a large global bank: A good Analyst has to demonstrate a wide range of qualities. Most of these qualities are simple qualities but it’s the range that poses the most challenges to these people as they come into the business. I guess if an Analyst helps me to get the job done and done well – she is a ‘good Analyst’. I will then make sure we work together again and as the trust builds, so will responsibility. From my perspective, the list of qualities or competencies of a good Analyst would certainly include (and I will assume top rate intelligence and technical excellence as givens): Attention to detail – Analysts will spend a significant amount of time putting pitch books and profiles together and running comps models. They will take responsibility for making sure that these documents are client ready, free from error and presented in line with the bank’s presentation protocols. Listen – they need to be good listeners. We know they are intelligent; otherwise they would not be here. However, a new Analyst will benefit from the knowledge of those around them as well as the client. It’s an advisory role and often the best person to listen to is the client – they know the business they work in better than anyone else. Think – we work in a tough industry, the time pressure can be immense and the hours can be long. In this environment, it’s very easy for the job to become just a number crunching role. Crunching the numbers is necessary, as it then gives us the ability to think about the implications and the softer side of our work. Think – what are the implications of what I am doing? How does this fit into the deal? How do I sell the idea to the client? Don’t just process your work – take time to think about it. I am the first to admit this is easier said than done at the Analyst level, when tiredness, deadlines and general workload can be serious issues. My advice is to find time to stop, push your work away, go for a walk, grab a coffee and then come back to the desk and take a few minutes to stand back and view the bigger picture. This approach to work will also identify the majority of errors you may have made in your own work. Self-review is another key skill. Ask questions and communicate – an Analyst needs to ask questions. They are surrounded by people who have more experience and they can learn from them. Asking questions from my perspective is reassuring; it shows thought, hopefully, and it provides comfort that they have the clarity to complete their work as efficiently as possible. It is very annoying to have an Analyst who is unclear about the task in hand and who then spends hours trying to work out what they are trying to do in isolation, when a quick question would have sorted the problem. We are all under time pressure at the best of times – a well thought out question can ease this pressure significantly. Judgment – this job does have a significant technical aspect to it, however it requires good judgment – it is an advisory role for the most part. For instance, a financial model provides a lot of numbers in the output, but that is not the answer. 34 What is Banking? The answer – for example the valuation, is a judgment call in terms of addressing the client’s needs and the behavior of the market. A good banker will demonstrate excellent judgment throughout her career. Too often I see Analysts so set in the numbers and the detail that they cannot see the big picture. Without the bigger picture, judgment is impossible. Desktop applications – become a whiz-kid with the firm’s desktop tools. Being able to quickly navigate through Bloomberg, FactSet and Thomson as examples, is a great skill. Hit your deadlines. Know when to keep a low profile. A bit of flair, humility and charm doesn’t go amiss either! RLM – Director Global Bank 35 What is Banking? 36 Preparing to Apply Preparing for the recruitment process Investment banking is a notoriously competitive industry. Large investment banks will typically receive thousands and thousands of applications. After receiving the applications, the recruitment team then reviews the resumes and picks hundreds of applicants to interview. Banks will interview on average eight applicants for every one job – so more than ever, you must be proactive about producing a stand-out resume and perfect your interviewing skills in order to get the job. 4 Your education is usually the first thing to be seen on your resume, however, it doesn’t necessarily matter what you are currently studying. As long as you have the drive, learning potential and appropriate people skills, there’s likely to be a role within an investment bank to suit you. That said, to stand out from the crowd and be hired is tough. The more effort you put into getting your desired position, the more likely you are to get it. Having read literally thousands of intern applications and interviewed hundreds of potential interns, here are what I see as the key things you should be doing to prepare for the intern recruitment process. Rachel Anderson Rachel is one of Fitch Learning’s Management and Personal Development instructors. She has been facilitating courses in London for eight years, firstly in her role at Goldman Sachs and then as a full-time instructor at Fitch Learning. Rachel uses her experience in recruiting graduates to great effect to be able to offer some first-hand advice about what recruiters are looking for. One of her main focuses as a trainer is in consulting, developing and delivering graduate programs. She has been involved in a whole range of programs, delivering everything from traditional courses on basic communication skills, to ‘fused courses’ which blend technical skills with soft skills using case studies and simulations. Preparing to Apply At Goldman Sachs, Rachel worked in the Human Capital Management Division where she was involved in attracting and recruiting graduates into the Analyst and Associate programs and working on the summer Analyst and Associate learning initiatives. 37 Preparing to Apply 1. Research the financial services industry Resumes from candidates who understand the financial services industry stand out from the resumes of candidates who simply think banking sounds glamorous. Interviewees who can chat comfortably about the markets stand out even more. So, if a job in finance is your goal, putting in the time to learn as much as you can about the industry is essential. If you’re not a finance or economics major, this may be a daunting task. Even if you are majoring in a finance-related subject, it may still be a daunting task. But it doesn’t need to be. Where to start? Let’s take the Wall Street Journal (WSJ) for example. Hop on any subway train during rush hour and you’re sure to see men and women in business suits awkwardly trying to read through this monster of a newspaper. The key to reading the financial press is to know what you want to take from it. I doubt many people actually read through the WSJ from front to back. It would take far too long, and there’d be far too much information to take in. So instead of wrestling through the entire WSJ, you may for example, simply want to make a habit of reading particular columns. The best columns contain analysis, as well as opinion covering global business and financial topics. Alternatively, if your focus is more on learning about different companies, you should turn straight to the articles about companies and markets. To make your reading a bit more palatable, focus your reading on just a few industries or companies so that you can become a real expert on them. This will be far more beneficial for you than trying to absorb information on every industry and every company out there. Also, by focusing your reading, you’re actually starting to prepare yourself for interviews. It can be extremely impressive to an interviewer when a candidate can talk about a specific sector with real insight, and especially impressive if the candidate shares a well-thought-out opinion. What if you don’t have time to read the financial press each day? If you’re time poor, you can still make research part of your daily routine. For example, you may listen to the radio as you get ready for classes each morning. Why not listen to Bloomberg instead? You might listen to your iPod on the bus or train. Well there are plenty of financial podcasts that you can download. You may have to shop around to find one which suits your tastes, but there’s bound to be something which hits the spot. Perhaps you’re someone who’s glued to your smart-phone. You can actually follow the WSJ or Financial Times on Twitter. This means even if you don’t have time to get a copy of the WSJ and read it thoroughly, you can still keep up-to-date with the latest analysis and opinions. 38 Preparing to Apply 2. Attend recruitment events My job for a number of years was to make sure that the bank I worked for had a presence on university campuses. The reasons for information sessions on campus are twofold. Firstly, banks want to educate students about their bank’s culture, roles within the bank and opportunities for interns and graduates. Secondly (and probably most importantly) banks look to identify and make contact with potential hires as soon as possible. So it’s never too early to start to turn up to workshops, networking events and presentations. In fact, take it one step further. Turn up with a view to meet people, ask questions, make a great first impression and make contacts. Recruitment event dos Know about the event you’re attending If the event is called ‘Technologists in Investment Banking’ you’re highly unlikely to meet anyone who works in M&A. Look the part Bank representatives won’t expect you to wear a pin-stripe suit, complete with suspenders and a monocle. Equally, bank representatives won’t expect you to turn up straight from the gym. Just make sure you look well-groomed and tidy. Be aware of your behavior at all times during the event If you chat during a presentation made by a VP, roll your eyes during the chat from the recruiter, or go overboard at the free bar, it’s highly likely that someone from the bank will notice and take note. I once attended a presentation made for students by an MD in Sales. A couple of students got bored and so passed the time by playing hangman. Not only did I notice, the MD noticed too. Prepare questions for professionals from the line I’ll let you in on a secret – a lot of people from the line will be a little nervous and feel awkward about networking with students. With this in mind, you should ask open questions which will get conversations flowing easily and help you to build rapport. So instead of asking ‘do you agree with emissions trading?’ which will get you a ‘yes’ or a ‘no’ answer, ask ‘can you tell me about the firm’s stance towards emissions trading?’ If all else fails, remember people love talking about themselves. So you can ask about career paths, a typical day in their role, and deals/projects they’ve worked on. Prepare questions for recruiters Save any questions on the recruitment process, interviews, and compensation etc. for a recruiter. Other people from the line are unlikely to be able to answer these types of questions and the HR professionals often tell them not to even try to answer these questions. Also, (and clearly I’m biased here) don’t underestimate the value of getting a recruiter on your side. A skilled recruiter will be able to spot a good potential hire, and often their influence within a bank will be significant. So, avoid this kind of conversation: 39 Preparing to Apply Student: Hi, nice to meet you. Which division do you work in? Recruiter: I work in Human Resources. I’m part of the team who recruit for Asset Management. Student: Oh… ok. Do you know of anyone who actually works for the bank? I haven’t got long so I want to make the most of my time. Amazingly, I often had this kind of interaction with students. A recruiter’s input to the recruitment process will vary from bank to bank and there’s likely to be variation between different divisions in the same bank. Some recruiters will decide which resumes the line will get to review, some will decide which candidates make it to interview and some will conduct first round interviews. Whatever a recruiter’s involvement in the hiring process, you can’t afford to not make a great first impression with them. Follow up with the contacts you make By asking some thoughtful questions, which get the conversation flowing and prove that you’re well researched and genuinely interested in the industry, it’s likely that some line people will happily share their contact details. Feel free to follow up by writing them a succinct and professional email. Thank them for their time Remind them of who you are. It’s likely that they spoke to a lot of students. For example, say ‘we had the discussion about hybrid bonds.’ Mention if you learned anything useful or interesting from meeting them State if the recruitment event has strengthened your resolve to work for the bank/industry Recruiters often have this kind of email forwarded to them, with a recommendation that they look out for, or even interview the candidate. This happens not every time, but often. To help with the follow-up emails follow this simple tip: When someone gives you a business card, immediately write down any information about the person who gave it to you, and a note about the conversation you had. Recruitment event don’ts Don’t ask too many questions at a busy recruitment event Many times I’ve seen students monopolize someone’s time by asking question after question. Desperate to make the most of the opportunity, they fail to realize that there is a line of people also hoping to speak to that person. A huge part of working for a bank involves teamwork, so this kind of disregard for other people won’t be well-received. Don’t steal business cards So many times I’d innocently put down my stack of business cards, blink and then realize that attendees had stolen half of them! The next day I’d receive emails from students thanking me for my time and asking if I’d review their resume or put them in contact with a banker. This didn’t bode well for the business card thieves as I would judiciously note down their names to remember this if I came across their resume or application in the future. This is another reason why your follow-up emails should remind the recipient who you are. 40 Preparing to Apply Don’t ask repeat questions If you’re waiting to speak to somebody, listen to the questions that others are asking. If two people have already asked if they think that the Euro is sustainable, make sure you’re not the third. Repetitive questions make networking events arduous while new questions can be a breath of fresh air. Don’t stalk your contacts A follow-up email is absolutely fine. Unless your contact initiates more, leave it at just an email. I’ve had students call me at my desk saying, ‘I’m outside your office, let’s get coffee!’ I’ve also had home-made cards, handwritten letters and holiday postcards. Sadly, none of these strategies were successful for the candidates involved. With the exception of LinkedIn, don’t try to connect with line professionals or recruiters on any social networking websites. It can come across as intrusive as most professionals try to distance their work and home lives. Don’t lose all self control when faced with a decent freebie or two Every year I worked as a recruiter I was shocked at how perfectly mature students would lose all self control when there was the opportunity to pick up a free USB drive or notebook. At one university, students started banging tables when the freebies ran out. Pretty appalling stuff! Don’t hang around awkwardly when you’ve exhausted your questions The best way to close a conversation is to thank the person you’ve been chatting to for their time, and state that you appreciate that there are other people who must be waiting to speak to them. Try to make the most of recruitment events. If you do, at best when you submit your application the recruiter or the line may be looking out for your application. At worst, your application will be better thought-through. 3. Build up your resume Clearly, there is a huge amount of competition for intern roles at banks. So it’s vital to understand that many applicants may have grades which are just as impressive as yours, as well as having a whole host of extra-curricular activities and work experience. Why are extra-curricular activities and work experience important? Why can’t I just focus on getting good grades? If you do well enough and receive an intern position, it’s highly likely that your employer will give you real responsibilities. This may involve working with different sorts of people, dealing with deadlines, using your initiative, working from limited information as well as a whole load of other challenges. Your IQ will only get you so far. So while academic achievements certainly tell a bank how intellectually capable you are, extra-curricular achievements communicate your ability to apply your knowledge and skills to activities outside of academia. What kind of extra-curricular activities and work experience are valuable? When you’re applying to a bank, take a look at their business objectives or guiding principles. Often these will give clues as to what they may value. For example, a bank’s guiding principles may be: 41 Preparing to Apply Team work: Here you could highlight team sports or an orchestra you play in. Client orientation: Mention any work experience that involved going the extra mile for the client. This may have been working in a solicitor’s office or a fast food restaurant. Innovation: Are you part of your University’s Entrepreneurs’ Society? Or perhaps you overhauled the way a particular process worked during a summer job? Additionally look at the skills and aptitudes required for the divisions to which you are applying. If you’re applying to work in sales or trading, highlight any work experience or activities that have involved operating in a fast-paced environment. If you’re applying to work in investment banking, then talk about experiences where diligence and attention to detail were key. If your dream job involves working in a team, but all of your extra-curricular activities are solitary pursuits, it’s unlikely that your resume will win you an interview. 4. Decide what kind of role is right for you Not everyone is born to be an investment banker or a trader. Frankly, the world would be a very strange place if that were the case. Many internship applications fail because the applicant assumed that they were trader or banker material. Your intern application will only be successful if you have considered which role is right for you. Yes, the traditional banker and trader roles may initially appeal, but corporate treasury, compliance or market risk may be equally as interesting and potentially a better fit to your skill set. As well as attending recruitment events, reading company websites and reading the financial press to decide what part of an investment bank you want to work in, you should also ask yourself a number of questions: What are your strengths? Think back over your academic achievements. Is there a theme linking your most successful projects or assignments? In what kind of working environment do you thrive? Are you more of a group worker or do you prefer working alone to get things done? Can you only work with peace and quiet? Do you need things happening around you to be able to concentrate? How important will it be to have an active social life? If leaving the office at a reasonable hour is honestly an important factor for you, then M&A probably isn’t for you. Similarly, if you can’t function before 8.00am, then working on the trading floor probably isn’t going to work. What’s more important to you – people or process? Some people are naturally good at upholding process and working with deadlines. There are lots of opportunities to put this skill to good use; product control for example. If you’re naturally a people person, a role in sales or private wealth management may be for you. Is working in the back office a good way to get a front office role? In short, no. So many people have tried this strategy. Sadly, few succeed. If you take this approach, you may not only fail to get the front office role, but also the back office role. For example, if the interviewer asks what your motivation is to work in market risk, and you reply that you see it as a way to get into trading, sadly it’s game over. 42 Preparing to Apply Even if you keep your front office desires to yourself, candidates who secretly hanker after the glamour of front office are pretty obvious. Sadly, in my experience, they never get a second interview. Competition is fierce so banks can often afford to only interview candidates who genuinely want to work in, say, operations. 5. Writing your resume or application Having read thousands of resumes I have observed two main mistakes applicants make. These are: A non-reader friendly format: resumes/applications are too long and verbose Too generic: The application could be sent to any bank and does not stand out against the thousands of other resumes Getting the format right Before you begin to write your resume or application, it will serve you well to consider the people who will be reviewing it. Firstly, whoever reviews your resume is likely to be reviewing a lot of them. Whether it is a recruiter or an investment banker who reviews your resume, yours will be one of many. Sadly many reviewers will skim resumes. Your resume may have less than 30 seconds to make an impact. So if it takes the reviewer 15 seconds to discover what you’re studying, you’ve fallen at the first hurdle. The reviewer will need to be able to quickly see the key information which will tell them if you are interview worthy very quickly. So, format your resume or application to be as readable as possible. Also go for brevity; your resume should be one side long. This isn’t a hard and fast rule, but for many reviewers it’s a turn-off if an intern or graduate resume goes on for much longer. I’ve known some recruiters and bankers who won’t read an intern resume that is any longer than one side. In order to keep your resume short and snappy, try following the technique below: Without too much thought, write down everything that you could possibly ever put into your resume. You’re looking to create a data dump containing all of your skills, qualifications, experiences, sporting achievements…everything. Review the role that you are applying for and the skills that are required Look back at your data dump and highlight or underline anything which could be relevant to the skills involved in the role you’re applying for. Next, look at the firm you are applying to – what are the firm’s business principles or firm-wide competencies? Go back to your data dump. Again highlight or underline anything you think relates to what is important to the firm. Now look at the rest of the information on your data dump. Judiciously review every piece of information on there. If it doesn’t add to your application, take it away. Be ruthless, if there isn’t a reason to have something on your resume, hit the delete button. 43 Preparing to Apply There are numerous ways to format a resume. The common elements to include are: Contact details* Educational history (including degree and major) Language skills Work experience Additional skills Extra-curricular activities * In some countries, it is appropriate to include a photograph. Feel free to do so if it is right for the region. Insert the information you have prepared. Do this in a simple, space efficient and easy-to-read manner. Remember, the reviewer wants to be able to quickly and effortlessly pull out key information from your CV. Don’t over format, but do make sure the important points stand out. Contact details Your contact details should be in the header of the resume. Ensure that your name is slightly bigger than the rest of your contact details. But don’t try to jazz-up your contact details with a patterned frame or swirly writing. You are likely to receive most communication by email, especially in the initial stages of the recruitment process. Make sure that your email address sounds professional. An email address which references your teenage nickname for example, might not give the best first impression. Similarly ensure that your voicemail message is clear and professional. Educational history List your university information first. Include the name of the university, the degree you are pursuing or have obtained, and the year that you will graduate. Also include your GPA (Grade Point Average). It can be tempting to write in detail about your coursework and research. Only do this if it relates in some way to the role for which you’re applying. Next, list the courses you took and the grade you achieved for each. Language skills Highlight any language skills that you have. Be realistic about your ability. If you oversell your basic Italian, you may trip up during an interview when you meet an Italian speaking interviewer. Work experience All work experience is valid. If you’re lucky enough to have an abundance of examples, don’t feel the need to write about every single one. Simply choose the most interesting and relevant two or three examples. This will make much more of an impact than making a bulleted list of the 23 roles you’ve had over the years. Also, think about how much space to allocate to each piece of work experience. If you want to list your role as a store supervisor, a banking internship and a leadership role in a varsity sport club, the banking role would clearly be deserving of the most space. 44 Preparing to Apply Write about your work experiences in a task focused or a project focused manner and try to marry the tasks or projects to a quantifiable result. This will make your resume a far more compelling read. The example below is generic and doesn’t actually speak about what you did: I interned in Financing Group, a team which advises financial companies, corporations and sponsors on financing and refinancing plans. This example is more specific and task-orientated. It gives the reviewer an insight into the responsibilities that you had: I interned in Financing Group. One of my key roles was to contact the structure team to identify the best hedging products. We then prepared the information that we advised the client with. The next example is more project-orientated. It also has the benefit of focusing on results: I interned in the Investment Banking Division. In my final two weeks, I worked on a $250m Initial Public Offering and was responsible for creating a model from financial data. Your work experience will be instantly more compelling if you link the tasks or projects you worked on to quantifiable results. If you are writing about non-financial work experience, you can use the exact same format. You may find a task focused approach works best in these situations. For example: I worked in the Accounts department of my local council office. Processed over 2,000 invoices with 100% accuracy over a three month period. Additional skills Here is your chance to show off anything that you so far haven’t mentioned. The types of skills you should list are: Any financial study/qualifications e.g. CFA, accounting skills Computer programming ability Exemplary computer software knowledge (Working knowledge of Microsoft Office is nothing to shout about nowadays. If you’re a whiz with Excel VBA however feel free to shout.) Extra-curricular activities Choose carefully what you list here. Don’t make this list too long, but don’t make it so short that you look like you don’t have any interests outside of finance. As with your work experience, be specific. So instead of writing ‘playing music’ as an extra-curricular activity, write: ‘I play violin to Grade 7 standard. I regularly play in a string quartet.’ Instead of writing: ‘I enjoy running’, write: ‘Over the past two years I have taken part in three half-marathons.’ 45 Preparing to Apply 6. The cover letter/motivational section Whereas your resume lists the facts that make you who you are, the cover letter should give the reviewer an insight into your character. Note: Not every reviewer will read your cover letter, but don’t assume that they won’t. You need to make sure you have a strong covering letter just in case they do. What not to write It is in the cover letter where applicants seem to get most creative…that is they think that in order to stand out they need to take a risk and do something different. Some people write poems, some people include pictures, some people quote films. It’s wise to avoid these tactics. Your resume will be remembered, but not for positive reasons. What you should write Your cover letter should have three main sections: Why you want to work in the industry Why you want to work for the firm What you think you can bring to the organization Throughout each of these three sections, your passion, enthusiasm and your appetite to learn should shine through. Why do you want to work in the industry? Here is where you can tell a little bit of your story in a concise manner. What led you to apply to a bank? What is it about the working environment that appeals? Are there any stories in the news that led you to have a particular interest in banking? Be succinct though. If you begin by writing ‘when I was five years old…’ you need to rethink your approach. Why do you want to work for the firm? Here you should avoid any generic statements about the firm. Don’t quote the company website as this will stand out as a copy and paste job. It’s also highly unoriginal. Write about deals that you’ve been following in the press, campus events you have attended and employees of the firm you have met. Make it explicitly clear that you’ve done your homework and know the difference between the bank you’ve applied to and the rest of the banks out there. What you think you can bring to the organization? You may not know how to analyze a balance sheet or understand the ins and outs of a pitch-book; thankfully neither will most other internship candidates. You will have an education, work experience and life experiences; you now need to use the cover letter to highlight how these skills have combined to make you intern material. Additionally you need to highlight your willingness and ability to learn. An internship is, after all, a learning experience. 46 Preparing to Apply ‘I have excellent attention to detail’ When it comes to spelling, grammar and formatting, anything you submit must be perfect. Remember that most bankers spend a substantial amount of time spotting mistakes. Any slight error you make will be obvious. Making a spelling error will communicate to a banker that you lack the attention to detail that is required to work in the industry. Do not underestimate how much these small mistakes will count against you. You may be top of your class, but if you make a small spelling error, your resume will go straight on the ‘No’ pile. Ways to avoid making small mistakes: Take your time in submitting your application: Don’t leave it to the day of the deadline. Sleep on your application: Reviewing your application with fresh eyes can highlight errors and areas for improvement. Show your application to a friend: Ask them to be ultra critical. Choose the friend who is most pedantic and detail-focused! Be aware of your language ability: At many universities, if English/the local language is your second language you will not be penalized for having less than perfect grammar and spelling. In applying for internships, you will not be given this level of grace. Consult a career advisor: Many career services offer a resume workshop or clinic service – utilize this service if it’s available. Use Word: If you are required to fill out an application form or submit your resume details online (rather than upload a document) always type your application up in Word first. This way you can benefit from the spelling and grammar check. Beware copy and paste: Every time I reviewed a stack of resumes, at least one or two would go straight in the recycling bin simply because the candidate had written down the wrong bank name. Or even worse, they’d written: ‘I know that XXX has an outstanding reputation in the market…’ This says to a reviewer that you haven’t written a unique application to their bank and also that you lack attention to detail. When to apply Most banks take one of two approaches when it comes to setting application deadlines. The rolling deadline: This is where recruiters review applications as they come in. This means that they will conduct interviews as soon as they have enough strong applications. If a bank has a rolling deadline, you will benefit by applying as soon as you are able. The hard deadline: This is where a bank will not review applications until the deadline has hit. They do this so that they can be comparative and select the best candidates to interview, not just the candidates who applied the earliest. Dealing with different bank’s deadlines If you submit multiple applications, you may find yourself in this position: Bank A wishes to make you an offer before Bank B has even looked at your application. This can cause conflict if Bank A requires a quick decision on their offer. It can be especially frustrating if you really do want to work for Bank B. Should you turn down Bank A and keep your fingers crossed that Bank B will hire you? Or do you accept the offer with Bank A? 47 Preparing to Apply This can be extremely stressful on the part of the candidate. If you experience this problem, the best thing that you can do is communicate with both parties openly and honestly. Here’s what you can do to deal best with this situation: Always be open. Tell the bank that has already made you an offer that you are still in the recruitment process elsewhere. It’s completely normal for an intern candidate to be in the recruitment process with a number of banks. Ask for an extension. If the offering bank tells you that you have two weeks to accept an offer, but you think you need three weeks then ask for an extension. Contact the bank who has not reviewed your resume. Explain the situation and that you are still enthusiastic that they should consider you. By communicating that you have an offer at another bank, you are showing yourself to be a strong candidate. So it’s highly likely that they will look at your resume ahead of the deadline. Having looked at your CV, the recruiter may be able to give you an indication of whether they will offer you an interview or not. In some cases, but not all, you may even be fast-tracked. Also reach out to any contacts within the banks that you have made. It’s times like these that having a network can be invaluable. If you ever feel like a bank is putting undue pressure on you, contact your career service. Explain the situation and ask for their advice. Banks are usually very keen to have a good relationship with career services so they are well-placed to advise you on how to proceed and in extreme cases act as an advocate. 7. The first round interview So you’ve written a knockout resume or application and you’ve received the coveted email requesting an interview! Even if you have a ridiculously heavy workload, you need to put in some hours to prepare for your interview. There are three main areas you need to focus your preparation on: Preparation: Yourself Mock interviews Some college career services run mock interviews. A few will even film you in the interview so you can watch and listen to yourself. This is a cringe-worthy experience for many people but it is highly beneficial – many improve their interview technique tremendously by watching themselves back. If your career service does not provide mock interviews, use your roommates, family or friends to practice your interviewing technique. People who work in the industry will be especially helpful. Revising your resume The night before your interview, review your resume. Remember that your interviewer is likely to be using your resume as a roadmap to drive the interview. You need to be ready to discuss anything listed on your resume with enthusiasm. It would also serve you well to remind yourself of how the things listed on your resume make you intern material. When revising your resume, ask yourself these questions: What are your key selling points? Which are the key experiences you want to position? Which of your skills are directly transferrable to banking? 48 Preparing to Apply Preparation: The industry Hopefully you have been preparing yourself by keeping abreast of the financial press. Don’t overwhelm yourself by trying to become an expert in the whole of the financial services industry. Instead familiarize yourself with the basics. Also, try to become an expert in one or two deals, products or sectors that are broad enough for the interviewer to have heard of. It’s far more compelling to hear a candidate talk with confidence and genuine enthusiasm about a big deal than to listen to a candidate ramble on about the markets generally. So try to focus your research onto a couple of specific areas. Stay on top of the markets in general but be strategic in how you focus your research. When researching the industry, formulate your own opinions and views. Ensure that your opinion is well thought-out and logical, and look at what Analysts, journalists and other commentators are saying. Sharing an opinion in an interview will impress (if it is well thought-out). It will also give the interviewer insight into your interests and thought processes. Preparation: The firm Don’t scrimp on firm research and don’t make the mistake that all banks are the same. There are several things which differentiate banks. The firm’s culture Most, if not all banks will have something along the lines of ‘Business Principles’, ‘Firm-wide Objectives’, ‘Company Mission’ or ‘Guiding Values’. These principles are likely to be prevalent throughout the day-to-day running of the firm. Interviewers won’t expect you to be able to recite these values in your interview but by reviewing these, you may be able to anticipate the kinds of questions your interviewer is likely to ask you and you can then prep your responses accordingly. So a firm may have creativity as a guiding principle. Here you would do well to ensure you have thought about an anecdote or experience when you were creative. The firm’s businesses You don’t need to know the exact share price movements of the last 12 months but you should be up-to-date with any stories that have made the news recently. Additionally, try to find out what sets a bank apart from other banks in the market. Are they particularly risk averse? Do they have a reputation as being a debt house? Are they particularly innovative? You need to know how the market sees the firm and their brand. When asked ‘why do you want to work here?’ you need to say more than ‘this is a premier investment bank with a reputation for excellence.’ Know the language of a firm One bank may have IBD, another Credit, another, IBK. You need to be aware of the particulars of the firm for which you are interviewing. 8. The day of the interview As soon as you get up, start to drink water. A typical sign of nerves is a dry mouth. If you’re not fully-hydrated, this can exacerbate the problem. Chugging down water ten minutes before your interview won’t make any difference. Aim to arrive at your interview an hour early. Check that you are at the right building and then find a coffee shop nearby that you can wait in until it is time for your interview. 49 Preparing to Apply 9. During the interview Introducing yourself One of the most commonly asked questions to open the interview will be ‘so, tell me about yourself?’ This may seem a benign icebreaker question, but there is huge potential for it to go wrong. When asked this question, many people will ramble on endlessly or give a laundry list of skills and attributes. So instead of going off on an unstructured and forgettable ramble, prepare yourself thoroughly to give a short and sharp answer. You should touch on a few things during your answer: Be specific: this is a golden rule to follow when it comes to interviewing and it applies to this question just as it does the rest. If you talk generically about how exciting the financial markets are and how much you want to be involved in the industry, you will not stand out from the six or seven other candidates that the interviewer may be meeting with that day. To be compelling you need specificity. The best way to do this is with concrete examples. So instead of answering the ‘so tell me about yourself?’ question by saying: ‘I’m a highly motivated, goal-orientated team player with a huge appetite for learning.’ Your reply should be something like this: ‘I’m a second year undergrad student majoring in Politics. (reminder of your background). Politics suits my analytical nature (your character), as I hope will investment banking (highlighting the relevance to banking). I’m most happy working on long-term team projects (relevant to IB). My most recent experience was as a group research assignment (an experience). I was able to lead the research element of the project as that’s where my strengths lie (your skills)……and a classmate was able to show me how to structure the presentation to best effect. It was through my interest in politics in the BRIC economies that I became interested in finance.” A response like this has clarity, evidence of your skills and experience and is rich enough that the interviewer will be able to ask you a follow-up question. 50 Preparing to Apply Answering behavioral/competency-based questions A lot of first round interviews will be behavioral or competency-based. A bank will have a number of firm-wide competencies and each candidate must demonstrate that they have each of these as part of the recruitment process. Before you have the opportunity to show your quantitative abilities, you will have to show that you possess these competencies, so don’t scrimp on preparation. If you’ve done your homework, you should know what these competencies are. This knowledge will enable you to pre-empt the questions that you are likely to receive and prepare yourself thoroughly. Revise at least two interesting examples per competency. Make these examples anecdotes that you can comfortably talk about and receive questions on. If you’re enthused about these examples, even better. Emotions are contagious, so if you’re enthused about a particular experience that you share, then your interviewers are likely to be as well. Avoiding the generic The reason that interviewers are asking for examples is because they need evidence that you have demonstrated the competencies they are trying to assess. Also, concrete examples will stick in the interviewer’s memory. This will work in your favor if your interviewer/s is meeting a lot of candidates in the same day. As soon as you start talking generically, you will at worst sound insincere, at best boring. Below are some generic answers alongside answers which involve specific examples. Question Generic answer Specific example Tell me about a time when you have worked in a successful team. I always work well in a team. All of the successful projects I’ve been involved in have required teamwork. I think teamwork is one of the most important skills a person can have. While I was in my first year of university I worked in a project team. We had to research and build a presentation on which country we thought would be the next big emerging economy. It was an open-ended briefing. The way we decided to approach it was… Have you ever had to deliver excellent client service? All of my jobs to date have included delivering client service. I always ensure that in everything that I do, I put the client first and that they are100% happy with my work. While I was working in a restaurant, one night we hosted a large birthday party. On the day of the party, the client came in to look at the layout and it transpired that the client had invited way more guests than the restaurant had the capacity to accommodate. I had three hours to work out how to accommodate the extra guests. The first thing I did was… Give me an example of a time when you had to solve a problem? I actually think problem solving is a notable strength of mine. I can think both linearly and laterally. At college, I do have a reputation for being able to work out solutions to problems. One assignment last term was to build a computer game for children using C++. The scope of the requirements was especially specific which presented me with a number of problems to solve. The first problem was… 51 Preparing to Apply What if the interviewer does not ask for examples? Most good interviewers will ask you for concrete examples. The best way to gauge future performance is to focus in on past behaviors. If the interviewer is less experienced or just less savvy, he or she may ask you hypothetical questions such as: What would you do if you were working in a team that wasn’t quite performing? In this instance, it may be tempting to reply with a hypothetical answer such as: ‘I think I would get the team to sit down and analyze where we were going wrong.’ Even though the interviewer has asked for a hypothetical answer, you’re never going to be compelling or memorable with a hypothetical answer. So, when an interviewer asks you a hypothetical question, answer it by giving a specific example. For example: Interviewer: What would you do if you were working in a team that wasn’t quite performing up to par? Candidate: I actually have an example of a time when this happened. The way I dealt with this was… Also, feel free to add to the anecdote, specifically what you feel you learned from the experience. The STAR interviewing technique When you are preparing your examples for the interview, always bear in mind the STAR interview technique. Many interviewers learn this technique as a way to probe candidates. The technique works by opening candidates up so that they will talk expansively about their past experiences. STAR stands for: Situation Here’s where the interviewer will ask you to describe a situation which required you to demonstrate a certain quality. Task At this point, the interviewer will ask what it was that actually needed doing. Give enough color to paint a picture for the interviewer but don’t overwhelm with detail. Action Here the interviewer will ask what you specifically did. If you have so far been talking about a team for example, the interviewer will check that you were an active member of the team. Results To wrap up, the interviewer will want to know what it was that you achieved. If you can quantify the results, do. If not, talk about the feedback you received or the impact your work had. Also, talk about what you learned from the experience or what you would do differently next time. Even if your interviewer does not use the STAR interviewing technique, using it in your preparation will mean that you are thoroughly prepared. 52 Preparing to Apply ‘So what’s your biggest weakness?’ It’s worth mentioning that good interviewers will not use this question. This question is incredibly old fashioned and harks back to the 1950s aversive interviewing style which was designed to put the candidates under pressure. Clearly not a great way to bring out the best in a person. So, decent recruiters will advise their interviewers never to ask this question. Despite this, many interviewers still insist on asking the weakness question. This may partly be because they can’t think of anything else to ask, or because they genuinely believe that it’s a question worth asking. On the surface, there are two ways to answer this question: 1. Genuinely admit to your biggest weakness. At this point, it may well be game over. All of us have at least one quality we’d rather keep under wraps in the presence of a potential employer. 2. Offer up a weakness which is really a strength such as: ‘I’m just too much of a perfectionist,’ or; ‘I get too caught up in my work. I never know when to switch off.’ This approach is equally as dangerous as the first. Insincerity is not an approach that an interviewer will take kindly to. So how do you handle this question? Exactly as you handled the other questions, with an example. Begin your answer by saying: ‘One thing which I have to manage/be aware of is…’ This shows that you have control of your less-strong points. Next, give the interviewer an example where you had to manage the said weakness. Wrap it up by explaining how you managed yourself, what you learned and what you would do differently next time. Here’s an example: ‘One thing which I have to manage is that I’m not a big picture person. I tend to focus more on the smaller details. An example of where I had to manage this was when we took part in an online trading simulation at my university. A number of people and I were sharing responsibility for a portfolio. The way that I managed this was to…’ Menuing Menuing is a technique that you can use to really stand out from other candidates. Everyone likes to get a menu and the choice in what they select. Here you give the interviewer the choice about what they listen to. Imagine the interviewer asks if you have ever had to assume a leadership role. Instead of launching off in giving your rehearsed answer, you reply by saying: ‘I’ve got two good examples, actually. One is from the time I was working in the family business and the second is when I was interning at a local law firm. Which one would you like to hear about?’ By giving the interviewer the opportunity to select which anecdote they listen to, they will listen more actively. You also give the impression of having a wealth of different experiences. Use this technique sparingly – maybe once or twice during an interview; anymore than that would be definite overkill. 53 Preparing to Apply 54 SECTION 2: YOUR INTERVIEW FL Sec 2 Title page_A4.indd 1 06/08/2013 08:31 Your Interview 56 Your Interview Introduction This section of the manual focuses on technically prepping potential entrants into investment banking. While no technical Q&A can cover all topics and considerations, the reader should also focus on the nature of the questions, the structure of the answer presented and what the interviewer may be looking for in the answers. Part of the success story will be the techniques used to answer the questions, so: 5 Take your time to respond – shows that you’ve thought through the answer Plan and structure your response Where applicable, incorporate practical examples into the answer Do not rush the answer Be concise – do not waffle Weigh up different arguments if relevant The Q&A section has been organized into a number of parts in order to address the key aspects of an investment bank: Accounting and analysis Valuation Financial math Equities Fixed income and loans Providing color to your response Interviewers generally know what they are talking about. They will know the answers to the questions they are asking, or at least they will know what answers or structures they are looking for. Do not try to bluff your way through an answer! Also they really do not want to listen to text book regurgitation of answers gleaned from college textbooks. Provide an opinion where appropriate. Link the answer to a practical example. For instance if answering a question about valuation, it may be possible to link the answer into a recent transaction or a current discussion – such as a potential IPO of a company like Facebook. Link the answer into how the information may be used by bankers. Don’t just regurgitate the text book answer – think about the practical considerations. For instance, you could be answering a question on how useful is DCF valuation as a technique. It is very easy to get sucked into long-winded technical answers. One point could be ‘DCF is also very useful as a sanity check against my comparable valuation’. So how can we add this color to the answers? Your Interview How can you differentiate your answers from the rest of the population? 57 Your Interview Read the financial press The technical Q&A work must also be supplemented by regularly reading the financial press, such as the Financial Times or the Wall Street Journal. Reading such financial dailies will keep you up-to-date with current financial events, show how the markets react to economic events, as well as providing insights to opinions from market professionals. Most financial dailies are also written with the intent to educate the reader. That is, not all knowledge is assumed. There will be explanations of market mechanics as well as terminology. Read the research Depending on what area of the investment bank you are applying for, reading up on recent research (issued by the interviewing bank in question, if possible) is an excellent way of getting an overview of current market and economic conditions. Research is not just limited to equity research. Investment banks will provide research on areas such as: Credit The economics Commodities Strategic research Get familiar with the desktop products. A way to set you apart from the population is to get up to speed with the desktop products used within the investment banks. Get to know: FactSet CAPIQ Bloomberg MergerMarket Knowledge of these products is a great way to introduce practical content to answers. For instance, if you were answering a question on yield curves, it would be rather impressive to steer the conversation toward how you would build a yield curve in Bloomberg. We have included introductory material on Bloomberg and FactSet towards the end of this manual. Investment banking blogs There are a whole host of investment banking blogs and websites which are useful as part of the prep process. The list below is not exhaustive but it is good: American Banker Bankers Ball Businessinsider.com Dealbreaker IPO Scoop Leveraged Sell-Out Pure Potential Silobreaker.com 58 Your Interview StreetInsider.com TheStreet.com Thompson Financial League Tables Wall Street Journal Online I-Banking Blog ibanking resumes Mergers and Inquisitions The All Nighter Trader Mike 59 Your Interview 60 Accounting and Financial Analysis Q&A Introduction A banker does not need to be an accountant; however you must have an excellent command of the numbers that are reported in a set of financial statements, as well as those that are analyzed by research brokers – it’s a core skill. 6 The skill with the numbers will be used to: Extract and normalize financials for analysis Analyze the performance, leverage, liquidity and efficiency Forecast the financials, often under different scenarios, going forward While the accounting knowledge is a fundamental finance skill, this skill must be considered within the context of the nature of the job being applied for. It is an essential skill for those of you looking to apply for or working in: M&A and corporate finance Capital markets origination Corporate banking roles However for jobs on the markets side of the bank, the accounting skills are not an operational day-to-day skill. Market professionals require a solid knowledge of how companies report their numbers and how research brokers disclose their forecasts. This knowledge will aid them in their decision making and risk assessment. Amy Drury BA (Hons) ACA Amy qualified as a Chartered Accountant at Deloitte where she worked within assurance and advisory for a number of years and also in the forensic accounting and restructuring departments. Her training experience started with a global financial training company where she delivered ACA professional qualification courses to Chartered Accountants. She managed the team of technical subject specialists in order to make sure that they were up-to-date with the latest accounting developments. After this, she moved into the investment banking industry, developing and delivering a range of graduate training programs to global investment banks. She specialized in the accounting, valuation and modeling courses and has used her in-depth knowledge of the specific slant Analysts need to have to make this accounting section relevant and focused to investment banking interns. Accounting and Financial Analysis Q&A Understand a corporation’s operations and activities 61 Accounting and Financial Analysis Q&A What are the three primary financial statements? A set of financial statements will include the following three key financial statements: Balance sheet Income statement Cash flow statement The balance sheet The balance sheet is a financial statement that discloses information about an entity’s financial position. It is a ‘snapshot’ of the assets, liabilities and equity. Irrespective of the entity’s country of incorporation, all balance sheets adhere to the same basic equation – the accounting equation: Assets - Liabilities = Equity Again this is a product of double-entry bookkeeping (there’s no need to know about debits and credits – that’s more relevant for bookkeepers). As with any equation, the elements of the equation can be rearranged: Assets = Liabilities + Equity Both equations are perfectly acceptable ways to present a balance sheet, the latter form being the most prevalent in Europe and the US. The numbers on the balance sheet will change from one period to the next. The majority of this movement is due to the financial performance of the entity. 62 Accounting and Financial Analysis Q&A The income statement The income statement shows financial performance, or profitability. It is the income statement that presents an entity’s ability to generate income and incur expenses. The net result of income less expenses is profit or earnings. The type of profit (earnings) is dependent on the nature of the expenses deducted against income. There are a number of different profit figures shown in an income statement: Gross profit Operating profit EBIT (earnings before interest and tax) EBITDA (earnings before interest, tax, depreciation and amortization) EBITDAR (earnings before interest, tax, depreciation, amortization and rent) PBT or EBT (profit, or earnings, before tax) PAT or EAT (profit, or earnings, after tax) Net income (earnings) – this is different to PAT (or EAT). Net income will have been adjusted for the amount of profit attributable to the non-controlling interests (minority interests) The cash flow statement The cash flow statement is a refreshing change for non-accountants. It is a clear statement of what cash the entity generated from operations, what cash the company paid or received from investing activities, and what cash came in and went out for financing reasons. It is a ‘clean’ statement, almost free from the distortions of accounting policies. It is important that investment bankers understand the cash flow statement as it is the basis for discounted cash flow valuations and a cornerstone of analysis. 63 Accounting and Financial Analysis Q&A What are the key components of a set of financial statements? Before examining any of the financial statements in detail, let’s look at their key components. A set of financials is comprised of data from five key elements which interact to produce the financial statements. The five financial statement elements are: The elements interact with each other and combine in order to produce a full set of financial statements, that is, the balance sheet, income statement and cash flow statement. What is an asset? An asset is a store of future benefit that an entity controls. Assets can be tangible; that is, they have a physical substance. Or they can be intangible, in that they lack physical substance. Examples of tangible and intangible assets are: Tangible assets Intangible assets Property, plant and equipment (PPE) Goodwill Inventories Brands Licenses Research and development Software 64 Accounting and Financial Analysis Q&A Assets are classified according to the purpose for which they are held: Non-current assets (also known as long-lived or fixed assets) Current assets Current assets are assets that the entity will be seeking to realize into cash within the next year or within the entity’s operating cycle, whichever is greater. Non-current assets are those assets where the entity’s intention is that they will be employed for the longer-term. They are typically those assets with which, or within which, the entity runs the operations and generates cash flow. Using the previous asset examples and reallocating them to either non-current or current assets, we get quite a different allocation of assets: Non-current assets Property, plant and equipment (PPE) Current assets Inventories Goodwill Brands Licenses Research and development Software Liabilities Liabilities are amounts owed to third parties as a result of a past event. Typical examples are: Accounts payable Taxes payable Pension deficits Provisions Amounts owed to banks (loans) Amounts owed to debt investors (debt) Liabilities are classified between amounts that fall due within one year, and amounts falling due after more than one year. Equity Equity can be thought of as the amount that is owned by (or belongs to) the shareholders of the business. Equity is not a liability as the amount is not an obligation; rather it is the residual interest in the business. 65 Accounting and Financial Analysis Q&A Income Income is the measure of the increase in an entity’s economic benefits over a period. This definition normally does not mean much to the non-accountant. Most Analysts will simply view income as the revenue or sales generated by an entity’s operations (net of any sales taxes). This income is trading income. But be aware that an entity can also have non-trading income such as: Income from investments Interest income Income from non-core operations Income is often not recognized at the same time as cash is generated. Income is generally recognized in a set of financial reports in the period that the transaction generating the income takes place, not on the basis of when the physical cash was received. Therefore entities can be income profits-rich but cash-poor. Expenses Expenses are the costs of using up benefits during a period. Like income, the expense incurred may not be recognized at the same time as the cash is paid out. Expenses are recognized in a set of financials on the basis of when the expense was incurred or used up, rather than when the cash payment was made. Examples of expenses are: Costs of sales Selling, general and administration costs Depreciation Amortization Interest Tax The above expenses are generally considered operating expenses; though in some jurisdictions, some might be considered non-operating. 66 Accounting and Financial Analysis Q&A What is meant by financial statement integration? The financials are an integrated set of statements. You need to understand how the financial statements interact in order to appreciate how specific adjustments that bankers make will change the numbers and how those different numbers will flow through each financial statement. A good understanding is also vital to building good financial models and for company valuation. As an Analyst or intern, you need to have the ability to construct fully integrated three-statement financial models. That is, you can build models where the balance sheet, income statement and cash flow statements are fully integrated and robust. There are three key links that Analysts build into a fully integrated model: 1. Income statement net profit into equity (through retained earnings) 2. Income statement profit into the cash flow statement (through a profit metric such as net income or EBIT) 3. Cash flow statement into the balance sheet The diagram below shows the links between the three statements: 67 Accounting and Financial Analysis Q&A Why do accounts show depreciation and amortization? Depreciation and amortization (D&A) are different words for the same basic accounting principle. Both are accounting mechanisms used to spread the cost of tangible and intangible assets through the income statement. The expense is included in the income statement over the asset’s useful life to accurately reflect the fact that the cost to the business is not a one-time charge; rather the accounts match the expense to the periods the asset is in use. Depreciation relates to the spreading of a tangible asset cost. Amortization relates to the spreading of an intangible asset cost. The purpose of D&A is two-fold: It represents the consumption of an asset’s benefits over its useful life It matches the cost of the asset to the benefits generated by the asset If the whole cost of the asset was to immediately hit the income statement, it would show a significant expense each time an entity bought a new asset. Then in subsequent periods, the asset would be realizing benefits without an associated cost. This would result in a profit profile that would be erratic and uncorrelated to the entity’s underlying trading performance. D&A therefore matches the benefit and cost of tangible and intangible assets together in the same reporting period. D&A are probably the most common non-cash expenses – they have no cash impact but do reduce profit and, in particular, are subtracted in order to arrive at earnings before interest and tax (EBIT). D&A numbers are subject to manipulation. Financial managers may have the desire to manage the earnings number in the income statement. As D&A numbers are charged in arriving at operating profit or EBIT and EBIT is a key metric for analysis, valuation and modeling purposes, the weaknesses in the D&A numbers must be fully appreciated. The key variables required to calculate D&A are the asset’s initial cost, useful life and residual value. How can D&A numbers be manipulated? The simplest form of manipulation of D&A numbers is the ease with which the useful life can be extended or reduced. Take a $600 laptop. There are no prescriptive accounting rules that state a laptop should be depreciated over a set number of years. It is relatively easy to justify that a laptop should be depreciated over two years – hence we have an annual depreciation charge of $300, if depreciation is calculated on a straight line basis. Three years is also an easy justification. The annual depreciation charge then is $200. EBIT has been managed upwards by $100. Apply a 10x EBIT valuation multiple to this and the valuation has been altered by $1,000. Bear in mind this is just one asset and it’s a small number in this illustration. D&A can also be manipulated in the financials through the choice of D&A method. An entity wishing to suppress current earnings may opt for a reducing balance D&A method, thus accelerating the charge to the income statement and reducing the short-term earnings profile. 68 Accounting and Financial Analysis Q&A D&A numbers are also non-cash numbers – that is, they are pure accounting numbers which widens the disconnect between earnings and cash. There are no prescriptive requirements in the accounting rules for particular assets to be depreciated in a particular way. Therefore it is common for similar assets on the balance sheets of similar entities in the same peer group to be depreciated differently. D&A policy can also, depending on the jurisdiction, be driven by local tax policy. In some countries, the D&A numbers may be tax deductible. Therefore there is a motivation to accelerate the D&A in order to secure the tax deductions at the earliest opportunity. Comparability for analysis and valuation purposes therefore becomes a potential issue. In summary, D&A numbers pose issues for Analysts. D&A numbers are: Easily manipulated Non-cash items Inconsistently applied between peer group entities Inconsistently applied internationally As a result of this, Analysts often strip out the D&A numbers from the EBIT number. This produces an earnings number before interest, tax, depreciation and amortization (EBITDA). 69 Accounting and Financial Analysis Q&A How does…impact the financials? These are very popular questions. They test your understanding of how the financial statements link and integrate together. The interviewer is testing how comfortable you are at following the chain of accounting events through all of the financials – balance sheet, income and cash flow statements. Normally the best place to start the flow of events is the income statement. Be thoughtful, but careful when talking about the ‘after tax’ impacts of events passing through the income statement. The tax legislation in your jurisdiction may not be applicable everywhere. Once you have dealt with the income statement, walk through the cash flow statement impact. Finally walk through the balance sheet impact. Common questions will focus on the impact of: Depreciation and amortization changes Impairment write-downs Purchases of assets Leasing Provisions Entering into new loan agreements How does depreciation affect the financial statements? Depreciation reduces profit at the EBIT level and all levels of profit below EBIT, such as net income. Depending on the tax rules of the particular jurisdiction, there may be a tax saving. However because depreciation is a non-cash expense it has no impact on the cash generative ability of the business. The balance sheet impact is that the asset, within property plant and equipment, will be lower. So, in summary, depreciation reduces equity (through its impact on profit and retained earnings) and reduces the value of assets. Assets Decrease in PPE by the amount of the depreciation expense 70 = Liabilities + Equity = Decrease in profit, and hence equity by the amount of the depreciation expense Accounting and Financial Analysis Q&A How does an impairment write-down affect the financial statements? An impairment write-down is a one-off reduction in the value of an asset, for example, following an assessment of the value of goodwill on the balance sheet. Impairment arises where an asset in the accounts is at a value that is above its fair value. The impact of an impairment write-down is identical to the impact of depreciation or amortization, in that it is a non-cash expense that reduces profit (and hence equity in the balance sheet) and the value of the asset within the balance sheet but has no impact on cash. Assets = Liabilities + Equity = Decrease in profit, and hence equity by the amount of the impairment write-down Decrease in asset (eg goodwill) by the amount of the impairment writedown How does the purchase of an asset affect the financial statements? The purchase of an asset, such as an item of machinery for $52,000 in cash, increases one category of asset, namely PPE, but reduces another asset, cash. Therefore, on the initial recognition of this transaction, total assets are unchanged. There is no effect on profit and hence equity. Assets Assets = Increase in PPE Increase PPE €52,000 $52,000 = Liabilities + Equity Decrease in cash cash Decrease in €52,000 $52,000 As mentioned earlier, as the asset is used, then the asset suffers depreciation, reducing the asset’s book value and profits in the future. 71 Accounting and Financial Analysis Q&A What is the impact on the accounts of a company entering into a new lease of an asset? The accounting treatment depends on whether the lease is a finance/capital lease or an operating lease. Capital (finance) leases The accounting for a capital (finance) lease is debt-driven. The lease commitment is valued in present value terms using the interest rate implicit in the lease agreement and on inception this amount is then recognized as the debt commitment and asset value. The accounting for this lease debt is then the same as for any other vanilla debt instrument and depreciation is charged on the asset. This is done over the term of the lease or the life of the asset, whichever is shorter. Therefore, there are two charges to the income statement: Depreciation (above EBIT) Interest (below EBIT) Both charges have no impact on EBITDA metrics, as EBITDA is before depreciation and interest. This is one of a number of weaknesses of the EBITDA metric – it ignores the charges associated with capital leases. The capital lease cash payment (rental) has two elements: Interest cash payment (an operating cash flow) Principal cash repayment (a financing cash flow) Operating leases The accounting for operating leases is very straightforward. No debt or asset is recognized on the balance sheet. The only accounting is the charging of an operating lease rental expense to the income statement. The rental expense is a charge to EBIT and EBITDA. The cash flow is classified as an operating cash flow. 72 Accounting and Financial Analysis Q&A Capital lease illustration Calculate the present value of the minimum lease payment (MLP) Finance lease The capital lease is treated as a financing commitment because the lease agreement is a claim on the future cash flows of the business. The valuation of the commitment is a present value approach that follows the basics of bond valuation. Capitalize the lease debt and asset (assumed to be PPE) Debt and asset recognition At the inception of the lease, the present value of the lease commitment is recognized as the debt and asset elements of the lease. 73 Accounting and Financial Analysis Q&A Debt and asset accounting The debt is accounted for using an amortized cost calculation. Interest charged at 8% on the outstanding balance of $135, 752 gives an interest charge of $10,860. The interest is charged to the income statement below EBIT. The asset (normally part of PPE) is then depreciated over the lease term, or if shorter, the asset’s useful life. The PPE valuation was $135,752 – this is spread over the five year lease term giving an annual depreciation charge of $27,150. The depreciation is charged to the income statement above EBIT. The cash lease payment of $34,000 is made at the end of the period Cash payment The cash payment of $34,000 comprises two elements. The payment is conceptually first services the finance – that is pay down on the interest that has accrued over the period. The residual $23,140 pays down on the debt principal. In the cash flow statement, the $34,000 payment will be split on this basis between operating (the interest of €10,860) and financing ($23,140) cash flows. 74 Accounting and Financial Analysis Q&A How does a provision affect the financial statements? A provision is an estimate of a future expense. It is a liability where there is uncertainty surrounding the amount and/or the timing. A provision must satisfy the following to be put on a balance sheet: There must be a past event That creates an obligation That leads to a probable outflow Provisions can be used to manage earnings. Establishing a provision in the financials will result in an increase in liabilities and an earnings reducing charge to the income statement. If the same provision is then reversed, for example in the following year, the liability would be removed and there would be an enhancement to earnings. Earnings will have been shifted from one period to another purely through the use of some basic accounting. The recognition requirements for there to be a past event that creates an obligation has greatly reduced the abuse of this area in the financials. However, its use to smooth earnings between periods is still prevalent. Used in the good years… The method is used in good years for instance to reduce excess earnings and to hold these excess earnings on the balance sheet in the form of a provision. A possible reason for this may be a desire to reduce current earnings so that broker and shareholder expectations are not exceeded. The earnings held on the balance sheet can be released if and when earnings take a downward turn at some stage in the future. 75 Accounting and Financial Analysis Q&A …and in the bad Provisioning is also an issue in the bad years. If an entity is going to miss expectations materially, there is an argument that all the bad news stored up in the business should be released to the market in one period. If the news is going to be bad, it may as well be very bad. Provisions in this context are used to clean up the financials. At least all the bad news is out in one period and the next period starts with a clean and level playing field. Can companies revalue their assets? Intangible (with the exception of goodwill) and tangible assets (in practice normally Plant, Property and Equipment – PPE) can be revalued depending on the GAAP. US GAAP does not allow the revaluation of PPE. Once a company adopts a revaluation policy, it must be kept up-to-date. A revaluation results in an increase in the balance sheet value of the asset. In order for the balance sheet to balance, a revaluation reserve is set up in equity. The reserve represents an unrealized gain. The gain cannot go to the income statement (and thereon to retained earnings) because it is unrealized. In some jurisdictions, the gain on the revaluation becomes immediately chargeable to tax. Depending on the company law of the entity’s incorporation, the revaluation reserve might be treated as a non-distributable reserve. That is, it is not possible to distribute a dividend out of the reserve. If the asset is sold, any remaining revaluation reserve can be transferred to equity, as the gain has become realized. The reserve transfer then becomes distributable. Why would a company revalue its assets? Revaluations are not that common in practice. Although intuitively you might think that bigger asset values are better, revaluations have the effect of harming performance measures such as return on assets and return on capital employed. However, when revaluations do happen, it is worth investigating to see if there is a background story that drives the policy. Why revalue? To reflect a better fair value of the entity To increase collateral for a loan Prior to pricing a sale and leaseback transaction Prior to commencing a disposal strategy To reduce leverage ratios (equity is increased by the creation of the revaluation reserve) Can help to prevent debt covenant violations 76 Accounting and Financial Analysis Q&A As a bid defense – reflect a better fair value for the entity To strengthen the position as part of bid negotiations To manage dividend policy. A revaluation will increase the depreciation charge and hence reduce the profits available for distribution to shareholders. Analysis impacts: Increase in the depreciation charge Dilution of EBIT There is no impact on EBITDA In some countries, there may be an immediate tax impact as a result of the revaluation Return on capital employed is reduced. Profits are reduced by the increase in the depreciation charge. Capital employed is increased by the creation of a revaluation reserve (part of equity). What is working capital? An understanding of working capital is essential to: Analyze an entity’s liquidity and cash management situation Derive cash flows for analysis and valuation purposes The term 'working capital' is widely used but there are many definitions. Take care when using the term. Some standard academic text book definitions of working capital are too simplistic. For instance, the definition of net working capital as current assets – current liabilities is arguably an adequate quick and dirty definition, but it can capture items that are current by definition but not operating by nature. For instance, Analysts often exclude tax liabilities, surplus assets, or excess cash from the net working capital definition. One definition of net working capital is: Inventories plus Receivables Less: trade payables An increase in net working capital means that the working capital assets have increased in relation to the working capital liabilities. This means more cash has been tied up in the working capital assets of the entity. This type of understanding is key to the work on cash flow analysis and valuation. An increase in net working capital is bad for the company’s cash position (when viewed in isolation) though it might be vital for the business in order to support additional activity. Depending on how the working capital figure is being used, it may be relevant to include that part of the cash and cash equivalents which is essential for the proper operation of the business. 77 Accounting and Financial Analysis Q&A What is net debt and how is it used? Net debt is a metric that is widely used by Analysts. It is used for: Credit analysis Return on capital employed calculations Enterprise (or firm) value numbers Comparable company and transaction analysis The move from enterprise (or firm) value to equity value Assessing the credit implications in a merger model Leverage multiples in LBO models As an Analyst, not knowing how to quickly extract a net debt metric from a set of financials should be considered a sin! 78 Accounting and Financial Analysis Q&A The basic net debt definition is borrowings - (cash + liquid resources). More often than not, these numbers can be picked up straight off the face of the balance sheet. It is however a worthwhile exercise to check out the notes to the financials that support these key balance sheet numbers. Often the notes will reveal additional information that will add support to the calculation of the metric. Borrowings (current) 1,189m Borrowings (non-current) 1,194m Cash and cash equivalents – 251m Short-term investments – 247m Net debt – 1,885m Does net debt capture all of a company’s debt? Net debt is a good starting point for establishing an entity’s indebtedness, but the measure unfortunately does not capture all items that potentially could be classified as debt, particularly from a credit analysis or valuation perspective. Items that possibly could be included in an ‘adjusted’ net debt figure are: Net debt (standard calculation) X Operating lease commitments X Pension deficit X Debt within ‘Equity accounted’ investments X Adjusted net debt X 79 Accounting and Financial Analysis Q&A Operating lease commitments Credit rating agencies have the fundamental belief that operating lease commitments are simply a form of financing that have claims on the future cash flows of the entity. The fact that the accounting rules have historically made a distinction between operating and finance/capital leases is largely a matter for the accountants – the distinction is artificial. According to the SEC, approximately $1.25 trillion in non-cancellable future operating lease commitments are disclosed and are off-balance sheet. These commitments should be recognized on the balance sheet for a number of reasons: Enable more meaningful peer and period-to-period comparisons Better reflect underlying economics Better reflect creditors’ risks, rights, and benefits Facilitate more robust financial forecasts Credit rating agencies, when doing their own analysis, convert operating leases into capital leases. Each credit rating agency has its own operating lease conversion model, but the main point is that, if no estimate is made (and disclosed) regarding the equivalent debt amount of these non-cancellable commitments, then Analysts will be considerably underestimating the extent of indebtedness within companies. Operating lease conversion Moody’s factor model S&P DCF model Economic value of the asset Debt equivalency of current commitments Factor model DCF model Moody’s factor model attempts to replicate the purchase of the whole asset, not just to capture the present value of the lease commitments. Therefore the numbers generated by the model represent the full economic life of the asset. The argument for this is that the entity will need to replace the asset in order to maintain cash flows. The model therefore captures lease agreements where the entity leases long-lived assets for short periods and rolls the leases over with either new leases or renewal options. The objective of the DCF model is to capture the present value of the lease commitments, and not to recognise the whole asset associated with the lease as if the asset were owned by the entity. The approach is entirely different to the Moody’s factor model objective – the two methods will give different answers. Moody’s will never capitalize operating lease commitments at levels lower than the present value of the lease commitment. 80 Accounting and Financial Analysis Q&A Pension deficit Current accounting rules around the globe often fail to recognize in full on the balance sheet, the economic position or funded status of the defined benefit pension scheme. If a company has a pension deficit, this will always be disclosed in the notes to the accounts, even if this amount is not shown on the face of the balance sheet. If a company has a pension deficit, it can be argued that the company is effectively being financed (to the extent of the deficit) by the pension fund. For this reason, the pension deficit is often added to the standard net debt figure to get an adjusted net debt figure. Debt within ‘equity accounted’ investments Under the equity method of accounting, the investment in an affiliate/associate is shown in one line on the balance sheet. One of the major analytical issues arising out of equity accounting is how to assess net debt embedded in the affiliate/associate. An affiliate can be structured to hold significant amounts of (net) debt. The lenders of this (net) debt often have no legal recourse to the parent company – however due possibly to the strategic nature of the affiliate’s activities, the parent might not want the affiliate to fail. As a result of equity accounting, the affiliate’s net debt does not get consolidated directly into the net debt line of the consolidated accounts. For instance, Coca Cola structures most of its bottlers as affiliates. These affiliates hold a significant amount of net debt. Therefore when analyzing the accounts of Coca Cola Inc (the consolidated group accounts), the net debt line only captures the net debt of the parent and its subsidiaries. But the bottlers are strategically crucial to the group as a whole. So the credit risk carried in the net debt of the affiliates must be analyzed. Analysts will have to pick up the accounts of the affiliates and calculate the net debt of these entities. The next issue is how much of the affiliate’s net debt should be included in the overall net debt calculation. The accounting would suggest that the analysts should include the group’s ownership proportion. However, strategically, for instance with Coca Cola’s bottlers, there is an argument for including the full 100% of the affiliate’s net debt in the analysis – as the affiliate itself is so crucial to the overall viability of the group. S&P and Moody’s will consider the net debt embedded in the affiliates of Coca Cola when determining its credit rating. The above also applies to joint ventures that are equity accounted. Why is net debt ‘net’? Earlier net debt was defined as ‘Borrowings - (Cash and Liquid resources)’ – but why is cash deducted? Cash can be considered unemployed capital or non-operating capital. It should therefore be excluded from a valuation calculation as there is no corresponding return. Another explanation is that this cash could be used to repay debt, hence Analysts look at net debt. This argument can be flawed. In some industries such as retail, cash is considered an operating asset. It is part of the working capital used to run operations and generate value. 81 Accounting and Financial Analysis Q&A Not all cash is working capital though. If Analysts are pursuing this argument, they will have to identify what element of cash is working capital and what element is ‘excess’. Only excess cash should be netted off against the debt number. What does equity on the balance represent? Equity is a widely used term that has several meanings. It can simply refer to investing in shares or common stocks. It can be used within a valuation context to refer to the book value or market value of stocks/shares. In a set of financials, equity refers to the numbers that appear normally at the bottom of the balance sheet. From an accounting perspective, equity is a residual claim that the equity holders have on the net assets of an entity. Equity in a balance sheet will encompass an entity’s equity instruments and its reserves. This area is referred to under a variety of names: Equity Shareholders’ funds Shareholders’ equity Stockholders’ equity Capital and reserves When a company raises cash by issuing equity (stocks/shares), it is initially recorded at proceeds less transaction costs and is not revalued to fair value. Within the balance sheet, the nominal (or par) value is recorded within one line, called ‘share capital’, ‘paid in capital’, or a similar type of description, and the excess over the nominal (or par) value is recoded within a line called share premium, ‘additional paid in capital’, or some such words. Reserves can include: Revaluation reserves Translation reserves Buyback reserves Legal reserves Non-controlling interests Retained earnings However, what is vital to appreciate, is that equity in the balance sheet only ever represents the book value of what belongs to the shareholders, which could be considerably different to the market value of their investment in the company. 82 Accounting and Financial Analysis Q&A What is a minority interest? Minority interests are now referred to as non-controlling interests. Non-controlling interests (NCI) are relevant only to group or consolidated financials. They are a component of equity and represent that part of the net assets of a subsidiary that is not owned by the parent company. A non-controlling interest only arises when a parent does not own the entirety of the subsidiary. The illustration below shows a parent company owning 75% of a subsidiary (a company the parent has control over). So, there is a 25% equity ownership in the subsidiary owned by a party other than the parent company. NCI is the new term for minority interests. It is likely that bankers will continue to refer to this class of equity as a minority, rather than follow the accounting NCI terminology. The new terminology is now in use for most published financial statements. The NCI (cumulative value) is a component of equity on the balance sheet and the NCI adjustment to the earnings is shown at the bottom of the income statement: Source: Cadbury annual report with kind permission of Cadbury Holdings Limited 83 Accounting and Financial Analysis Q&A What is the NOSH? The correct number of outstanding shares (often referred to as the ‘NOSH’) is a key number in comps and DCF valuations when attempting to quantify the equity value per share. Many Analysts make serious and material errors with this number – it seems like it should be an easy number to identify but it isn’t: Authorized share capital Issued share capital Outstanding share capital Outstanding (public valn) Outstanding (M&A) The maximum number of shares a company can issue The number of shares issued by the company The issued number of shares net of treasury shares Includes potential dilutive securities (outstanding and ITM) (There is some debate here as to whether only exercisable options should be included) Includes potential dilutive securities (change of control capture) at the offer price Include whether or not vested/exercisable Include treasury shares What is EBIT? EBIT (earnings before interest and tax) is: $m Revenues X Costs of sales (X) SG&A (X) EBIT X Operating profit or EBIT, as it is more commonly known by Analysts, is a very common metric. It provides profitability information about an entity’s trading operations. How much does an entity make from its normal trading operations? The metric takes into consideration all operating expenses including overheads. 84 Accounting and Financial Analysis Q&A A major weakness with the EBIT metric is that it is after the deduction of depreciation and amortization. Hence the metric is open to manipulation and leads to comparability issues between different time periods and between entities. What is EBITDA? EBITDA is defined as earnings before interest, tax, depreciation and amortization. $m Revenues X Costs of sales (X) SG&A (X) Operating profit (EBIT) X Add back: Depreciation X Add back: Amortization X EBITDA X EBITDA is a very commonly used metric in analysis and valuation. The popularity of the metric is due to the fact it ignores the noise created by D&A. D&A are accounting mechanics that can be easily manipulated in the financials. This leads to comparability issues. Focusing on EBITDA makes it easier to compare the performance of different entities. EBITDA is often described as a proxy for operating cash flow. Although this is a risky assumption to make, it does have elements of truth. D&A are non-cash items and EBITDA does ignore them. Hence, the metric is closer to operating cash flow than is EBIT. However, EBITDA is not operating cash flow as it ignores the movements in working capital. Warren Buffet has for a long time been a strong critic of EBITDA. Charlie Munger, Buffet’s long-term business partner sums his view up nicely as follows: Whenever you read or hear the term EBITDA, you should substitute ‘bulls**t accounting’ A little strong, but when it comes from such a successful investment fund as Berkshire Hathaway, investors tend to take some notice. Analysts must be aware that it is not a perfect metric and is not a cash number. EBITDA: Still ignores changes in working capital Is only a rough proxy for cash flow Is still subject to revenue and operating cost recognition issues Ignores the costs of capital expenditure and tax, both of which are key drivers of value Creates comparability issues if leasing is prevalent in the sector. EBITDA ignores all the income statement charges relevant to capital (finance) leases. 85 Accounting and Financial Analysis Q&A How and why would you normalize a metric? If an Analyst picks EBIT or operating profit straight from a set of financials, there is a strong possibility that the number will include non-recurring or exceptional items. This poses an analytical issue as the peer group and previous time period data may not be comparable. A non-recurring or exceptional item is any item in the income statement that falls outside the normal activities of the business. However, from an Analyst’s perspective, whether an item is classified by accountants as exceptional or non-recurring is less important. What is important is to make a judgment as to whether a metric should be adjusted or normalized to remove items that are unlikely to recur. Common examples of non-recurring items are: Asset write-downs Impairments Restructuring costs Reorganization costs Inventory write-offs Profits and losses on disposals of PPE Litigation expenses Analysts will be required to normalize metrics on a regular basis. Normalizing refers to the stripping out of non-recurring or exceptional items from metrics. The normalizing procedure can be subjective and dependent on an Analyst’s own views, but it does improve the comparability issue. Accountants will assist the process of normalization by disclosing what they believe to be material non-recurring items on the face of the income statement. However, as an Analyst, you must not simply agree with the accountants. You must be prepared to review the notes to the accounts in order to discover additional items that may be non-recurring or exceptional. Normalizing earnings metrics will also focus attention on whether the numbers are core to the entity’s operations. Cadbury provides a good example for normalizing EBIT: 86 Accounting and Financial Analysis Q&A At first glance, Cadbury discloses two profits from operations. These can be described as EBIT metrics. However, there is a significant difference between the total EBIT of 388m and the underlying EBIT of 638m. You must never blindly rely on a metric just because it is described as ‘underlying’. The adjustments must be analyzed. There are three sets of ‘non-underlying’ adjustments made to this EBIT number: Trading adjustments Restructuring adjustments Non-trading adjustments These adjustments amount to 250m in total and so are material to the overall EBIT number. The next step would be to review the notes to the accounts in order to determine the nature and context of the adjustments. Note 4 to the income statement provides background detail to the 194m restructuring adjustment. It is clear from the review of the note that these items are not part of the ordinary activities of the business and are sufficiently unusual. A reasonable and natural conclusion might be that these numbers should be stripped out of an EBIT metric. A similar exercise must be conducted for the trading and non-trading adjustments. The adjustments necessary to normalize EBIT might therefore be: EBIT per financials £388m Add: Restructuring costs £194m Add: Trading costs £57m Less: Non-trading items (£1m) EBIT (normalized) £638m Care must be taken with the signs on these adjustments. The reversal of an expense from a metric will always be a positive adjustment. The opposite is the case for the reversal of an income item. 87 Accounting and Financial Analysis Q&A What are pro-forma numbers? Pro-forma numbers are often taken to be ‘full period’ numbers with unusual or non-recurring items stripped out. They attempt to convey what the results are or would be under ‘normal’ operating conditions. In practice, the term 'pro-forma' numbers has a wide variety of meanings. Pro-forma comes from the Latin ‘as a matter of form’. There is no uniform template for what is a pro-forma number; they are simply numbers that a company provides in addition to their standard reporting. It is therefore difficult to provide much confidence that pro-forma numbers are comparable with other numbers produced by an entity. Pro-forma numbers are normally issued in the form of research or press releases. As a result, they often (depending on the jurisdiction) do not fall under the remit of regulatory rules. This can lead to the claim that pro-forma numbers ‘window dress’ the true accounting numbers. During the dot.com boom, many tech companies used pro-forma numbers to present an enhanced view of their earnings profiles. Pro-forma numbers are often adjusted for: Exceptional or non-recurring items Like-for-like items New acquisitions to reflect a full year’s worth of earnings from the new acquisitions What does LTM mean? LTM is an abbreviation for ‘last 12 months’. The term is usually applied to financial information found in the income statement. LTM numbers are used to reflect the most recent publicly available information. Debt and equity capital markets will factor this information into the pricing of equity and debt, in particular when using multiples. It is therefore important that the metrics capture the most up-to-date information. A LTM number is constructed using annual and interim financials. Most European public companies are required to publish financials twice a year. In the US, the Securities Exchange Commission requires public companies to report quarterly. The filing is a 10Q. As a result of the frequency of US filings, the US LTM numbers have greater scope to be more up-to-date. The construction of a LTM earnings metric (assuming US quarterly reporting) is illustrated below: 88 Accounting and Financial Analysis Q&A What is EPS and how is it used? EPS (earnings per share) is a key metric that is used by Analysts across the industry. It is the earnings per ordinary share or common stock. That is, the earnings that belong to the ordinary shareholders of the business. Naturally, it is a focal point for stockholders. It is used: As a comparison tool between peers (not the most robust tool it must be said) To calculate payout ratios and dividend coverage As a key valuation metric by research brokers To quantify earnings growth between periods As a variable to calculate P/E multiples In merger models to perform EPS accretion/dilution analysis The metric is however inherently weak and it should be used with care and as a high level analytical tool. The metric is calculated using information at the very bottom of the income statement. Therefore it is open to manipulation at every level above this bottom line earnings measure. This leads to real issues of comparability between peers and over time. In simple terms, EPS is the earnings belonging to the equity stockholders divided by the number of equity shares. The calculation can become increasingly complicated depending on the range and complexity of instruments held by the entity. 89 Accounting and Financial Analysis Q&A Basic EPS is calculated as follows: The calculation looks like it should be straightforward; but there are a few complications. The calculation of the net income in the numerator is reasonably straightforward. The net income is purely the income belonging to equity shareholders or common stockholders of the business. The complications arise with the weighted average number of shares, the denominator in the calculation. The reason for using the weighted average number of shares is to be consistent with the net income. Net income arises over the period of a year and so the calculation needs to include the weighted average number of shares in issue over the whole period too. The weighted average number of shares can be a tricky calculation if there has been share issues, buy backs or similar transactions during the period. What is the difference between basic and diluted EPS? There are two forms of EPS calculation to be aware of: Basic EPS Diluted EPS Diluted EPS is a calculation that anticipates the impact of potentially dilutive securities on the EPS number. Diluted EPS acts as a warning to shareholders of the potential earnings dilution. Typically, a diluted EPS calculation is anticipating the impact of there being more shares in the company in the future as a result of the existence of: Convertible debt Convertible preference shares Options Restricted stocks Warrants A diluted EPS calculation adjusts the basic EPS. Both the earnings numerator and weighted average number of shares denominator must be adjusted. 90 Accounting and Financial Analysis Q&A Earnings dilution The basic EPS earnings metric is typically adjusted for: Dividends on convertible preference shares – if preference shares are converted, more earnings will be available in the numerator in the EPS calculation. Interest on convertible debt – if this debt is converted, then less interest hits the income statement. However, less interest means more tax payable, so the adjustment to the earnings number in the numerator is post-tax. Weighted average number of shares The basic EPS weighted average number of shares metric is typically adjusted for: Shares that may be issued on an anticipated conversion of convertible debt or preference shares into ordinary shares or common stock Share options if they are currently in-the-money The impact of convertible debt on diluted EPS Claimant 4 SA has a basic EPS of $1.40. This is based on earnings of $140,000 and a basic weighted average number of shares of 100,000. Claimant 4 SA also has a $45,000 5% convertible debt instrument in issue. The instrument is convertible in four years time at a rate of five shares per $10 of convertible debt. The corporate tax rate is 35%. The number of new shares that would be issued on conversion would be: = $45,000 ÷ $10 x 5 shares = 22,500 potential shares The conversion would then save interest post-tax of: = $45,000 x 5% x (1 - 35%) = $1,463 So, the diluted earnings are restated at: $141,463. The diluted EPS is: 141,463/122,500 = $1.15. What is equity dilution? Equity dilution is the impact on earnings per share (EPS), or any other measure that calculates the amount attributable to a shareholder, in respect of ownership of a share (e.g. book value per share), as a result of more shares being issued due to options, warrants, convertibles, and similar instruments. The concept of dilution is particularly important in takeover situations, where it is important that the acquirer’s shareholders will not be worse off (typically from an EPS perspective) after the transaction. 91 Accounting and Financial Analysis Q&A What is the treasury method? The treasury method is a way of calculating the effective ‘new’, and therefore dilutive, shares that would result from the exercise of in-the-money options or warrants. The treasury method works on the assumption that the proceeds from the share option exercise will be used to buy back shares on the market at full market value. So, the net dilution from the share option exercise is net of this buyback. The following steps are required for the treasury method calculation. The numbers below refer to the following Cadbury example: Calculate the proceeds from the share option exercise (280.07m) This involves identifying the share options that are in-the-money (ITM) – 62.57m Given the disclosures in the financials the ITM determination is normally calculated with reference to the weighted average exercise price (WAEP) The proceeds = number of options ITM (62.57m) x the associated WAEP = 280.07m These proceeds are used to buy back shares at full market value = proceeds (280.07m) ÷ current share price (5.58) = 50.19m shares Therefore the net dilution, using the Treasury Method = number of shares issued through option exercise – buyback = 62.57m – 50.19m = 12.38m shares net dilution The dilution can be expressed in terms of the net impact on the EV (enterprise value) = 12.38m shares x Current share price = 69.05m. This net impact on EV comprises two forces: The impact on market capitalization of the new shares issued as a result of the share option exercise (Number of new shares issued x Current market price). The cash proceeds received as a result of the option exercise which will increase the cash number and reduce net debt (Number of new shares issued x Exercise price). Outstanding Outstanding options £66m 66m options Calculate the number of ITM options Current share price > WAEP 62.57m ITM Cadbury options Option proceeds = Number of ITM options x Exercise price Option proceeds = 280.07m Option proceeds used to buyback NOSH Number of share bought back at current share price 50.19m Current share price 5.58 92 Net dilution = 62.57m-50.19m =12.38m Accounting and Financial Analysis Q&A Why is the cash flow statement so important? An entity’s survival depends on its ability to generate cash as well as whether the management of the company make good decisions about investing the cash in worthwhile projects. A cash flow statement is free from the distortion of accounting principles and provides a clear picture of an entity’s activities. A cash flow statement brings together an entity’s cash flow information in a clear manner, separating out cash flows from operating, investing and financing. The statement is possibly the most important source of financial information for Analysts as it is: An excellent source of clean numbers to analyze from an equity and credit perspective A key source of information for DCF valuation purposes Also, being able to create a cash flow statement from scratch is one of the key skills required in order to build robust financial models. A cash flow statement provides excellent information on: Liquidity Viability Financial adaptability 93 Accounting and Financial Analysis Q&A How do you move from EBIT to operating cash flow? The method of deriving cash flow from an earning metric is the indirect method. The indirect method starts with an earnings metric and then strips out non-cash items in order to arrive at a cash flow number. Some companies will derive an operating cash flow from an EBIT number. The derivation strips out all non-cash items or influences from the metric. The first non-cash adjustment to an earnings metric is normally a D&A adjustment. D&A is a non-cash expense that is charged in arriving at EBIT. So, D&A must be removed from the earnings metric. This eliminates the non-cash impact. The D&A numbers are added back (thus reversing the impact of the expense) to EBIT. The sub-total resulting from this add-back is EBITDA. 94 Accounting and Financial Analysis Q&A Working capital adjustments The next adjustments to the earnings metric are usually the working capital adjustments. The working capital adjustments will strip out the non-cash elements of revenue and cost recognition policies. For instance, the extract above discloses revenues of 120m. However, we can see on the balance sheet that trade receivables have increased to 15m. Our accounting knowledge should therefore suggest that while 120m of revenues have been recognized in the income statement, only 105m of cash was received from customers. So, EBIT is overstated in cash terms by 15m. An increase in receivables is ‘bad for cash flow’ – hence the adjustment to EBIT in the derivation of operating cash flow will be negative. Cash flow statement EBIT Depreciation EBITDA m 35 10 45 Increase in receivables (15) Operating cash flow 30 The same type of issue is applicable to the costs of sales number that feeds into EBIT. The number reflects the costs incurred during the period. However, not all of these costs were paid. The trade payables number has increased by 10m. This suggests that if cost of sales were 60m, only 50m was paid. This leaves 10m outstanding as a payable at the end of the period. So the EBIT number is understated by 10m when considering the cash flow implications. Cash flow statement EBIT Depreciation EBITDA m 35 10 45 Increase in receivables Increase in payables Operating cash flow (15) 10 40 An increase in payables is ‘good for cash flow’ – hence the adjustment to EBIT in the derivation of operating cash flow will be positive. The last standard working capital adjustment is usually inventories. The extract saw inventories increase by 5m during the period. The inventories have been paid for during the period, but the charge would not have passed through the income statement, as the inventories have not been used up. An increase in inventories is ‘bad for cash flow’ – hence the adjustment to EBIT in the derivation of operating cash flow will be negative. 95 Accounting and Financial Analysis Q&A Cash flow statement EBIT Depreciation EBITDA Increase in inventories Increase in receivables Increase in payables Operating cash flow m 35 10 45 (5) (15) 10 35 The EBIT number has now been ‘cleaned up’ for non-cash items and we arrive at an operating cash flow. This operating cash flow derivation is pre-interest and tax because it originated with a pre-interest and tax earnings metric – EBIT. The standard working capital adjustments can be summarized as: Increase Decrease Inventories Bad for cash Good for cash Receivables Bad for cash Good for cash Payables Good for cash Bad for cash Why does profit not equate to cash flow? From a disclosure and financial modeling perspective, you will have to be adept at deriving a cash flow statement using the indirect method. This method begins by deriving an operating cash flow (indirectly) starting from an earnings metric. So it should be immediately clear that cash is not the same thing as profit as operating cash flow is completely different to operating profit. So you should be clear now that profit does not equal cash flow. Why? Revenues are recognized when they are earned in the income statement, not when they are received Expenses are recognized in the income statement on the basis of when incurred, and not when paid Depreciation and amortization are non-cash items which have reduced profit but which do not impact cash Generally, the income statement is concerned with performance over a period and will spread costs to match the generation of benefits, without ever considering the timing of the cash flows 96 Accounting and Financial Analysis Q&A How would you analyze a cash flow statement in five minutes? The cash flow statement is an excellent starting point for analysis, as it is a clean source of numbers, free from most types of accounting manipulation. An Analyst can pick up a ‘story’ from a quick review of a cash flow statement. We will use the example below – the case study company is a hypothetical company called Sven SARL. 1.3x 97 Accounting and Financial Analysis Q&A What could a company do if it had excess cash on its balance sheet? If a company has excess cash on its balance sheet, it is important to establish what the reason for it is. It could, perhaps, be a war-chest which the company plans to use to make a large acquisition. If a company had excess cash on its balance sheet, it could do some or all of the following: Make an acquisition Invest in further PPE to expand Invest in further working capital Pay a special dividend Buy back its shares Reduce its leverage by repaying debt It is generally not a good idea to keep large cash balances on the balance sheet which are not needed, as it can make the company the target for a takeover. 98 Accounting and Financial Analysis Q&A What type of pension schemes do companies have? Why are they sometimes problematic? A pension is a regular income received when somebody retires. There are a number of different types of pension schemes provided by employers, however the two most common forms are: Defined benefit schemes Defined contribution schemes 99 Accounting and Financial Analysis Q&A Potential problems with pensions The major problem revolves around defined benefit schemes in that the employer has to ensure there are sufficient assets within the pension fund to be able to provide the benefits when employees retire. In periods where there are low interest rates, or the stock market is performing poorly, then the company’s liability increases and this information needs to be disclosed within the financials – in some cases this can be significant compared to the size of assets generated on the balance sheet. Pensions can become central issues in M&A deals. The Alliance Boots / KKR deal in 2007 is a good example of pension issues causing real headaches for bankers in a deal. The KKR deal had been approved by the shareholders. But, there had been no real consideration of the pension scheme. The pension scheme at the time was running a surplus and those involved had not identified it as a particularly significant issue. However, the pension scheme trustees argued for a $1bn injection. KKR, as you can imagine, argued that a $1bn injection for a scheme already in surplus was unreasonable. Arguments and negotiations followed. Eventually the deal cleared but only after KKR agreed to inject $418m over ten years. Another problematic issue is that the funded status of pensions is not always on the balance sheet – however the deficit must be disclosed within the notes to the accounts only. Under US GAAP the funded status must be on the balance sheet. Finally, pension accounting, along with issues of volatility and risk can lead to volatility of numbers within the financial statements, which can make it harder to analyze the performance of a company. What is deferred tax? Most transactions that an entity makes will have a tax consequence. The tax consequence can be immediate or it can happen in the future (deferred). For instance, if an entity purchases some new machinery, it will receive a tax deduction over an extended period of time. Some of the tax impact is deferred to later periods. However if the entity makes a sale the tax consequences are probably immediate. If an entity enters into a transaction that results in a deferred tax consequence – whether it is a future benefit or cost, the financials will often attempt to account for the consequence. For instance: 100 Accounting and Financial Analysis Q&A Deferred tax issues potentially arise: On an M&A transaction when the target entity’s balance sheet is revalued to fair value When entities recognize provisions in their financials. Provisions normally do not qualify for tax deductions until the expenditure is actually incurred If an entity has made tax losses and the tax losses can be carried forward to set off against future taxable earnings If an entity purchases PPE and is able to claim accelerated tax allowances If an entity runs a pension scheme 101 Accounting and Financial Analysis Q&A 102 Valuation Q&A Introduction An understanding of valuation is essential for those trying to secure a position within banking. Valuation is used by all banking professionals in a variety of ways: M&A Investment Bankers use valuation to determine the value of a target company 7 Research Analysts use valuation to determine a price target for a company Capital markets professionals need valuation knowledge to provide a ‘sanity check’ for the work provided to them by the M&A teams Corporate bankers need to appreciate the corporate finance implications of their clients Market professionals need an understanding of valuation so that they are able to interpret information provided to them from research departments. Therefore, regardless of your area of focus, it is important for you to have a strong understanding of the fundamentals of valuation. The purpose of this section is to equip you with the essential knowledge and skills. Geoff Robinson BA (Hons) FCA Geoff Robinson is Head of Investment Banking at Fitch Learning. He has trained investment bankers, buy and sell-side Analysts, as well as private equity investors for over 12 years. Geoff specializes in financial modeling and valuation, as well as accounting for bankers and financial statement analysis from an equity and credit perspective. He has worked with all of the top 10 global investment banks (by 2010 deal volume), designing and running some of the most respected global IBD programs. His training commitments have taken him to the US, Africa, Middle and Far East, as well as Australia. Valuation Q&A Geoff is one of the lead authors of ‘The Complete Investment Banker’ and a co-designer of the ‘Complete Analyst’. The system, comprised of technical material, on-the-job assistance and post-course reinforcement has become the de facto learning system and IBD technical resource at a number of top-tier banks. 103 Valuation Q&A Why is valuation important? What are the traditional valuation methodologies? Traditionally, there are three main valuation methodologies: 104 Valuation Q&A Comparable company analysis (‘Trading comps’ or just ‘comps’) Comparable company analysis is based on the assumption that similar companies should be valued in a similar way and can be used to understand whether a company is relatively over or undervalued compared to its peers. Analysts also use comparable company analysis to value unlisted companies for which a readily available trading value does not exist. By assessing the relationships between accounting data in similar, listed companies, Analysts can deduce a relationship between specific earning metrics and market capitalization (or often another value, enterprise value, which is built on the market capitalization). The relationship between the two variables is a ‘multiple’. The following multiples are often calculated: P/E – a relationship between the price of a company and its earnings EV/EBITDA – a relationship between the enterprise value and its EBITDA EV/EBIT – a relationship between the enterprise value and its EBIT EV/Sales – a relationship between the enterprise value and its sales Comparable transactions analysis (‘Precedent or transaction comps’) Comparable transaction analysis works in a similar manner to comps, except the multiples are calculated on past deals or transactions. A transaction comp should generally produce a higher value than a trading comp, because the transaction comp uses a real and specific offer price to calculate the value, rather than the current market price used in trading comps. By using the specific offer price, a transaction comp captures the extra control premium in the valuation. The control premium is the premium over and above the pre-announcement price that purchasers are willing to pay to secure control of the entity. Historically, control premiums range between 30% and 50% above the pre-announcement share price. Discounted cash flow valuation (DCF) Discounted cash flow valuation works on the basis that ultimately the value of a company is just the present value of the expected future cash flows. DCF valuation is an example of an absolute valuation methodology. The entity is valued (in theory) without relative reference to the market. Because this sets DCF apart from trading and transaction comps, DCF provides an excellent sense check on the relative valuation techniques. Although DCF requires a greater level of technical understanding in order to appreciate the subtleties of the valuation drivers, it is a thorough valuation approach that provides excellent information for an in-depth justification of the drivers of value. 105 Valuation Q&A Valuation isn’t just about theories and models – what else should an Analyst consider when valuing a company? Number-crunching alone cannot give an Analyst all the information he or she needs to value a company. Although the valuation methods described on previous pages involve processing financial information to arrive at a value, the valuation process should also include a consideration of non-financial factors. A valuation is a mixture of soft and hard skills and must reflect considerations such as: Buyer motivations Seller motivations Potential legal issues Tax considerations Competitive pressures Potential economies of scale Market sentiment M&A strategic rationale Use of excess funding Ability to finance the deal What is the difference between buy and sell-side M&A? Analysts may be advising a client on the purchase of an entity (buy-side advisory), or on the disposal (sell-side advisory). When buying or selling an entity, clients will want to reach the most advantageous price and it is the Analyst’s job to help them. While the valuation model will provide a starting number (or range of numbers) for discussions, the final selling price will only be determined after a period of negotiation. It is the Analyst’s responsibility to provide the client with the information necessary to successfully negotiate the best price. If advising on a buy-side transaction, the Analyst will be hoping to secure the most favorable (lowest) transaction price for the client. If the Analyst is advising on a sell-side transaction (i.e. sale), the client will want to maximize the value of the sale price. Typical buy-side activities: Acquisition strategies Target searches Pitch book preparation Valuation work in respect of indicative offers Merger modeling for a public market transaction Advisory regarding financing possibilities and consequences Assisting with the legal documentation and the due diligence process 106 Valuation Q&A Assessment of synergies Assistance regarding liaising with external parties Contracts and negotiation terms preparation Typical sell-side activities: Grooming the entity for sale Initial research and screening Preparation of the teaser – an anonymous presentation of the company profile Pitch book preparation Putting together the information package or information memorandum Valuation work in respect of indicative offers Defense tactics in case of a hostile public market approach Assisting with the legal documentation and the due diligence process Preparing the approach buyers list Assisting with data room (information disclosure) issues Assisting with management presentations Preparing the contracts and negotiation terms Buy and sell-side advisors will often try to justify very different valuations. Naturally, they should be trying to create the most value for their clients, but this can create a significant stumbling block in terms of trying to complete a deal. The negotiation process can be particularly painful when the M&A markets are depressed; sellers cling to the higher historic values that prevailed during boom times, and buyers are reluctant to part with their money in the face of a downturn. Which valuation techniques are likely to give the highest valuations? Be careful answering this question – there is a difference between which valuation techniques should give the highest valuation and which ones actually do in practice. In theory, valuations based on past transactions (transaction comps) give the highest valuations because acquirers generally pay a premium over and above the current trading value in order to obtain control of the target. However, it may be that previous transactions, for whatever reason, might not have had a significant control premium, or perhaps the previous transactions took place when multiples were lower. Therefore, there is no right answer to this question and the valuation ultimately depends on the assumptions made in the underlying calculation. For example, if forward estimates of the entity’s EBITDA are particularly bullish, then valuations based on EBITDA multiples will be higher. However, it is probably fair to say that DCF valuations tend to have the highest valuation for the following reasons. When forecasting future cash flows, it always seems easier to assume that businesses are going to grow as opposed to decline, and aggressive assumptions about growth will lead to higher valuations. Additionally, it is easy to assume that businesses will get more efficient and therefore margins will improve, enhancing the valuation. 107 Valuation Q&A As the ‘standard’ DCF valuation length is often ten years, it is very easy to assume that this is the period over which the company will have a competitive advantage and experience abnormal growth. In reality however, it might be that the competitive advantage may disappear over a shorter period. The fact that the DCF valuation assumes that companies will carry on forever and perpetuity growth rates tend to be positive will lead to higher valuations. Currently, as interest rates are low, there is the tendency for the discount rate (weighted average cost of capital or WACC) to be relatively low, therefore making the value of later cash flows higher than they might otherwise be. What is a valuation football field? An Analyst’s valuation work is normally presented in a valuation summary or ‘valuation football field’ (see below).The purpose of the summary is to show the range of valuations produced by the various valuation methodologies in an easy-to-read format and is often a key component of a pitch book. Valuation summary Transaction comps Trading comps LBO DCF Broker consensus LTM share price 120 130 140 150 160 170 180 190 Equity value per share (p) A good valuation summary is the cornerstone of the pitch book, adding credibility to the presentation if the valuations are sufficiently robust to hold up to close scrutiny. A good summary will include: Current or pre-announcement equity price Key valuation bandings for: DCF (possibly under different scenarios) Trading comps Precedent comps Implied private equity valuations An estimated valuation range Broker consensus benchmark valuations LTM (‘last 12 months’) share price range 108 Valuation Q&A What is market capitalization and how do you calculate it? Market capitalization is the market value of the currently traded shares in the company, and can be calculated as follows: Market capitalization = Current share price x Number of shares outstanding (NOSH). Market capitalization gives you an indication of the total worth of a company, representing the price you would have to pay to acquire all the shares in the company. This calculation is high-level however, and a number of other factors should to be considered: The share price varies on a day-to-day basis so the value calculated will be irrelevant as soon as the share price moves. If you wished to acquire and hence control the company, you would probably have to pay a premium over this price in order to wrest control from the existing owners. There may be some shares that are not freely available (i.e. the free float may not be 100%) – in which case it would not be easy or possible to acquire 100% of the common stock. When calculating the enterprise (or firm) value in certain instances, the fully diluted market capitalization is calculated – this would include the not yet issued shares under options which are in the money. What is enterprise value? Enterprise value (EV) is a key concept in valuation, and represents the theoretical full ‘take-out’ value of an entity. In theory, if an entity is taken-over the acquirer would not just take control of the equity, but it would assume the debt liabilities and cash as well. EV is a useful measure because it is a capital structure neutral metric that captures all claims on the entity. EV is useful because it improves comparability with entities that have different capital structures. Although Analysts typically need to find an equity value, many valuations start at the enterprise level and Analysts work out equity value from there. EV is also referred to as: Total enterprise value (TEV) Firm value (FV) (particularly common in the US) Entity value Gross or total capitalization Leverage market capitalization The start point in calculating EV is the market capitalization calculation. The calculation will then expand to include all other claims on the business. Typical additional components of EV are: Net debt (defined below) Non-controlling interest/minority interest (defined below) 109 Valuation Q&A Non-controlling interests Walk me through a discounted cash flow Discounted cash flow valuation works on the basis that ultimately the value of a company is the present value of the expected future cash flows. As the technique focuses on cash flow, there is less scope for accounting manipulation or inconsistency to impact the valuation. However, the technique is highly sensitive to a number of key variables such as cash flow drivers, discount rates, and terminal value calculations. As a result of this, DCF valuations are usually associated with extensive sensitivity and scenario analysis. DCF valuation is very popular with investment bankers and research analysts. The method forces Analysts to be forward-looking and to examine in more detail the drivers of value, and the entity’s strategic and competitive positions. (Arguably, DCF makes Analysts think more about drivers of value, relative to comparable techniques.) 110 Valuation Q&A DCF valuation – a six-step structured approach In order to calculate a value using the DCF method, an Analyst needs to forecast the future cash flows of the company. This is a two-step process. Firstly, the Analyst calculates the cash flows of the ‘visible period’ – this is the short-term period over which the Analyst can be more certain about cash in or out-flows. After this time, the Analyst needs to guess a ‘terminal value’ (TV), which is essentially the value of all the future cash flows after that period. These cash flows are then discounted at the weighted average cost of capital (WACC) to establish a present value, or initial enterprise value (EV). The formula for this is: EV = FCF1 FCF2 FCFn TVn 1 + 2 + ..... + n + (1 + WACC) (1 + WACC) (1 + WACC) (1 + WACC)n Once the enterprise value is established, the Analyst can take it one step further to show equity value, by adjusting for items such as net debt and non-controlling interests. The DCF approach can be broken down into six key steps: Define visible period Estimate the terminal value Forecast cash flows Discount the cash flows Estimate appropriate discount rate Valuation Step 1: Define the high growth period Generally, when forecasting the cash flows, we break down the forecast period into two distinct periods: High growth period The high growth period is the forecast period where the company has a competitive advantage and is growing at a rate that exceeds that of its peers. The length of this high growth period is one of the key assumptions in a DCF valuation. Analysts would guess the high growth period through reference to fundamental analysis. This means they would look at historic patterns and trends to try and establish how long companies in this or similar industries tend to experience high growth. 111 Valuation Q&A High growth firms tend to: Reinvest earnings Have a higher risk Invest in capital expenditure (capex) Generate a strong return on capital Analysts estimate forecast cash flows in detail for the high growth period. We often refer to this as the ‘visible period’. Towards the latter part of the visible period, the company will start to mature and growth will start to slow down. This reflects the fact that high growth is not sustainable into perpetuity. Firms cannot keep growing at rates greater than the rest of the economy as a whole because: Markets are competitive – high growth will attract new entrants and these new entrants will share in the excess returns, thereby lowering the returns of each company. Barriers to entry erode – other companies see that the industry is attractive and find ways to enter the industry and compete. Technological advances create new markets which lowers demand for the current products. The longer the high growth period, the more detailed forecasting will be required. So longer high growth periods will introduce additional forecasting risk into the valuation. Terminal period Once the high growth period has ended, companies tend to experience a constant growth period known as the terminal value period. The terminal value period happens when the company has matured. During this period, the company will have a constant rate of cash flow growth or decline. We tend to assume that this cash flow will continue into perpetuity. A typical two-stage DCF valuation model 112 Valuation Q&A Step 2: Forecast cash flows The DCF method values the business as the present value of the future cash flows. The cash flows for this valuation approach are those cash flows that remain once all expenses of the business are paid. These expenses include both the income statement expenses, but also other cash commitments that the company has, i.e. capex. The most common DCF valuation is at the firm or enterprise level, where the value that results is the EV. This is where the forecast free cash flows to the firm (or enterprise) are discounted at the WACC. In this calculation, the cash flows that are discounted must be those that belong to both the debt, and equity providers of capital. This is free cash flow to firm (FCFF). Free cash flow to firm (FCFF) Equity providers claim Equity price appreciation Dividend stream Debt providers claim Repayment of capital Interest payments Repayment of capital An alternative way of approaching the free cash flow definition is to think of it as the cash flow pool owned by the providers of capital. Dividend and interest payments are made from this pool and capital can be repaid. Any remaining cash flow is re-invested within the company. Therefore, the FCFF cash flow definition is a cash flow before: Any distributions to the providers of capital in the form of dividends or interest Any contributions to the providers Any returns of capital to the providers Forecasting the FCFF drivers Analysts will forecast FCFF for every period during the high growth (visible) period. The illustration below provides an outline of the type of drivers that can be used for these key FCFF lines, and how they should ideally be driven as the company forecasts mature. These drivers can be sector and industry specific. The drivers outlined below are generic for illustration purposes. 113 = - - = +/- = + = - Valuation Q&A The focus of maturing the FCFF profile is to ensure that there is a smooth transition in the FCFF growth profile between the end of the high growth period and the terminal value period. Failure to smooth the profile can lead to terminal value estimation problems. For more information on this, see a later question – What is free cash flow to the firm? Step 3: Estimate appropriate discount rate Central to DCF valuation is the use of present values and discounting. Picking an appropriate discount rate is therefore a fundamental decision. There are a number of key issues for an Analyst to consider: The discount rate must be consistent with the cash flow. If a FCFF cash flow is being forecasted (i.e. pre-interest), then a WACC should be used. If a FCFE cash flow is being forecasted (i.e. post-interest), then a cost of equity should be used. 114 Valuation Q&A Focusing on FCFF DCF valuations As FCFF is a cash flow that belongs to both debt and equity providers of capital, the discount rate should reflect a cost of capital that takes into account the costs of both debt and equity. In order to do this, the Analyst would estimate a cost of debt finance and a cost of the equity finance. These costs of capital would then be weighted in proportion to the market values of the long-term target capital structure. The value that is derived is the weighted average cost of capital (WACC) and is used to discount the future cash flows back to present value. Cost of equity (ke) The cost of equity is the discount rate that reflects the risk of the cash flows to the shareholders. The most common method of calculating the cost of equity is to use the Capital Asset Pricing Model (CAPM) Where: Risk-free rate = Rate an investor could earn on a fairly long-term government bond (i.e. low risk) Beta = Measure of the relative risk or volatility of the particular company (stock) relative to the market in which the stock is traded EMRP = Equity market risk premium represents the extra return expected to be earned from investing in the stock market, compared to investing in a government bond Cost of debt (Kd) The cost of debt is the discount rate that reflects the risk of the cash flows to the lenders (debt holders). Because interest is tax deductible, the cost of debt to the company is actually the cost of borrowing, less any tax saving the company makes through having the interest expense. Where: CMRP = Credit market risk premium is the extra return a lender must receive for the additional risk of lending to the company as opposed to investing in a government bond. Tax rate is the corporate tax rate suffered by the company paying the interest. Weighted average cost of capital (WACC) The weighted average cost of capital is a weighted average of the individual costs of equity and debt. If we consider a company that is expected (long-term) to be financed 60% by equity and 40% by debt, the WACC would be 60% of the cost of equity plus 40% of the cost of debt. 115 Valuation Q&A Step 4: Estimate the terminal value The next step is to estimate the terminal value. The two most common methods of calculating a terminal value are: Cash flow growth perpetuity Multiple approach This terminal value calculation will account for, in most cases, the majority of the valuation. However, note that terminal values are not calculations independent of the high growth period. They are in fact fully dependent on the high growth period. If the high growth period assumptions are inconsistent or in some way flawed, the terminal value will also be flawed. Cash flow growth perpetuity The cash flow growth perpetuity approach estimates the terminal value using the terminal FCFF (i.e. the last FCFF estimate of the high growth period). The calculation assumes that the FCFF will grow at a constant rate into perpetuity. The standard cash flow growth perpetuity terminal value calculation will discount the constant growth FCFF perpetuity back to a terminal year value. For instance, a 10 year high growth period DCF will express the terminal value in time period 10 terms. The terminal value still needs to be discounted back to time period 0 in order to be included in the overall EV valuation. The standard calculation for a 10 year high growth period terminal value is: -∞ TVt t=:11 = 10 FCFF10 (1 + g ) WACC - g Where: FCFF10 = g = Free cash flow to firm in the terminal year (time period 10) FCFF perpetuity growth rate ∞ = Terminal value expressed in time period 10 terms. TV t t=:11 10 Capturing the terminal value cash flows from time period 11 into perpetuity Multiple approach The multiple approach estimates the terminal value on the basis that the target company will be valued at the end of the high growth period using public market valuations. The approach introduces relative valuation into the DCF valuation. The terminal value is typically calculated by applying an appropriate range of comparable multiples (EV multiples if performing a FCFF valuation) to the target’s terminal earnings metrics. The terminal value is normally based on a review of comparable trading multiples. 116 Valuation Q&A Step 5: Discount the cash flows This stage is simple. Discount the cash flows by using the appropriate cash flows and WACC. The formula below shows this: EV = FCF1 FCF2 FCFn TVn 1 + 2 + ..... + n + (1 + WACC) (1 + WACC) (1 + WACC) (1 + WACC)n Step 6: Valuation The valuation produced by the DCF method depends on discounted cash flows together with the discount rate: FCFE discounted with a cost of equity will produce an equity valuation FCFF discounted with a WACC will produce an EV valuation The EV level valuation will need to be broken down to equity value. Break down enterprise value to equity value Enterprise value can be reconciled to equity value as shown by the diagram: Net debt Implied enterprise value Affiliates and joint ventures Other claims Non-controlling interests Implied equity value 117 Valuation Q&A What is free cash flow to firm? Free cash flow to the firm (or enterprise) is the name for the cash flows that are forecasted when a DCF valuation is performed at the Firm or Enterprise level. It is a pre-financing, post-tax cash flow which is theoretically available to the capital providers. In a Firm or EV level valuation, the cash flows being discounted must be those that belong to both debt and equity providers of capital. This cash flow is known as free cash flow to firm (FCFF) and would be discounted using a weighted average cost of capital (WACC). FCFF Revenues Operating costs 4,947 (4,489) EBIT D&A 458 311 EBITDA Decrease/(increase) in working capital Capex (net) Tax on operations 769 117 (190) (170) 526 118 Valuation Q&A What is beta? Beta is a measure of the stock’s volatility relative to a market index. Most DCF valuations derive a cost of equity using the Capital Asset Pricing Model (CAPM) which incorporates a beta. In most cases, a historical beta is used. Be aware that this is one of the flaws in a DCF calculation. Remember that a DCF model is forward-looking, but by using a historical beta, we are to some extent, assuming that the past is a good indication of what will happen in the future. Historical betas To find a beta, the historical individual stock returns are plotted on a graph against the market returns. Analysts call this ‘regression’. The slope of the regression line (i.e. the gradient of the line) is the beta of the stock. There are a number of information providers that make beta calculations. Whichever data provider is used, it is important to carefully consider the parameters entered as the beta output will be very sensitive to these parameters. Key decisions for an Analyst to make when calculating beta: Number of data points Most beta providers allow daily, weekly, monthly, and quarterly observations of stock movements in their calculations. The calculation will need a critical mass of observations in order to produce a statistically reliable regression plot. Length and period of time Including a longer time horizon as part of the process can produce a beta that is increasingly irrelevant. Companies evolve and change over time; as do their risk profiles. Performing a ten year historical regression will provide more information for the calculation. However, these data points may be outdated and so won’t give the most relevant information. Market to be used as the basis for regression The choice of which market to regress the individual stock against can have a material impact on the beta output. For instance, British Airways (now International Airlines Group) was a British incorporated company, but it is a multi-national business. Should the beta be regressed against a national index such as the FTSE 100 or would a global index like MSCI World be more suitable? This is a matter of judgment for the Analyst. Where can you source a beta? There are a number of Beta service providers that provide information on betas. The following are a selection: Bloomberg LBS Barra Datastream Betasource 119 Valuation Q&A The screenshot below shows the detail from a Bloomberg Screen for US company, Hershey Inc. The beta is based on: Frequency of observations - weekly Length of time horizons observed – two years – 03/21/08 – 03/21/10 Market used in regression – S&P 500 Index Data input requirements Bloomberg will default to a 2 yr weekly beta. However, users can select their own variables for the regression. They can specify: The date range The observation frequency The relative index R squared R squared is a measure of the strength of the statistical relationship between the data points. An r-squared of 1.0 (100%) indicates a perfect fit. The stat states the proportion of total risk that is market risk. With Hershey, we are saying 32.8% of the stock’s movement is driven by market risks. The remaining 67.2% of the movements are unsystematic (stock specific) risk Standard error Beta problems Beta is prone to high standard errors. It reflects the firm’s business mix over the period of the regression, not the current mix. It reflects the firm’s average financial leverage over the period rather than the current leverage. The standard error provides an indication of the amount of noise in the regression. The standard error in the Hershey beta is 0.08. This suggests that the Hershey beta could range from 0.479 to 0.639. Raw vs Adjusted beta The raw beta is regressed historical market returns against the returns on the individual stock. The raw beta is the slope of the regression line. The adjusted beta is an estimate of a security’s future beta. It uses the historical data of the stock, but assumes that a security’s beta tends towards the market average of 1.0 over time. The formula is as follows: Adjusted beta = (.67) x Raw beta + (.33) x 1.0 = (.67) x 0.559 + (.33) x 1 = 0.706 Source: Bloomberg Accessing beta on Bloomberg: <Equity> Beta <Go> Why and how would you de-lever a beta? Why de-lever? A published beta reflects two key risk aspects – systematic risk (broadly the extent to which the company is affected by general market factors), and leverage risk (the more debt within the company the more volatile the company’s returns and hence share price will be). As a historical beta reflects a company’s leverage in the past, it will not be appropriate to use the same beta in the future if the company is intending to change its capital structure. For this reason, it will be necessary to de-lever the beta to ascertain what the beta would be without any leverage, and then re-lever the beta for the intended leverage in the future. Furthermore, the tax rate in the future may be different to what it was in the past. Another situation when it would be necessary to de-lever a beta is if a cost of equity (using the CAPM) is being derived for an unlisted company (therefore it has no beta) by using the beta of comparable listed companies. Even though we are using comparable companies, they are only comparable with regards to their systematic risk but are likely to have different levels of leverage. Again, it would be necessary to de-lever the beta of the comparable(s) and then re-lever using the anticipated leverage of the unlisted company. Also, the tax rate of the unlisted company may be different from that of the comparables. 120 Valuation Q&A How to de-lever and re-lever Formulae exist for converting a levered beta into an un-levered beta and vice versa. In order to do the calculations, you will need to do the following steps (see diagram below): Obtain the published (levered) beta of the company, or companies, being considered Obtain the existing leverage (D/E) of the company, or companies, whose beta(s) is/are being de-levered and the corporation tax rate of the company(s) – and de-lever the published beta(s) Consider what the target leverage in the future is expected to be and the corporation tax rate and re-lever the delivered beta accordingly Put the beta into the CAPM equation to derive the appropriate cost of equity βu = βL D 1 + E x(1 − t ) D x(1 − t ) E β L = β U x 1 + 121 Valuation Q&A Walk me through a comparable company valuation As discussed earlier, the basic idea of comparable company valuation is straightforward – a target company will be valued with reference to its peers. By assessing the relationships between key operating metrics in similar, listed companies, Analysts can deduce a relationship between the particular metrics and the market capitalization (or often another value, enterprise value, which is built on the market capitalization). The relationship between the two variables is a ‘multiple’. The following multiples are often calculated: P/E – a relationship between the price of a company and its earnings EV/EBITDA – a relationship between the enterprise value and its EBITDA EV/EBIT – a relationship between the enterprise value and its EBIT EV/Sales – a relationship between the enterprise value and its sales The process for conducting comparable company analysis is not complicated. First, the Analyst must identify a ‘comp universe’. The ‘comp universe’ is made up of companies that are similar to the target based on the following characteristics: Business (customers, geographical reach, strategy etc.) Margins (gross profit, operating profit etc.) Growth rates (particularly forecast) Size (assets, turnover etc.) Leverage Accounting policies After gathering financial data and calculating the appropriate comparable multiples for each company, the Analyst will analyze the ‘comp universe’ and draw a conclusion as to where the target best fits into the sector, and decide on an appropriate multiple for the company. Although Analysts will identify companies that are similar to the target, there are many reasons why the Analyst may decide the target company should be valued below/above the average for the sector. Illustration of a comps valuation Company X is to be valued on a P/E basis, by reference to its peers. The forecast EPS of company X is $7. Comparable companies (the table below is the result of a large amount of data collection and analysis) have an average P/EF (based on forecast EPS) of 14.0x and a median of 14.6x. 122 Valuation Q&A After reviewing all the information about the peer companies and Company X such as size, margins, growth rates, capital structure, and a whole host of other factors, it is considered that Company X is very similar to Companies C and E, and a P/E of somewhere between 14.8 and 15 should be chosen. On that basis, the share value of Company X should be in the following range: 14 .8 x $7 = $103.6 – 15.0 x $7 = $105.0. This is essentially how comps valuation works, though in practice it is a time consuming exercise to collect and analyze the data, and there are other multiples (particularly based on EV) which could have been used. What are the pros and cons of EV vs. Equity multiples? EV and equity value multiples are used extensively through the financial services industry. Some sectors will be more reliant on EV multiples, whilst others prefer the equity level. Both multiples have their merits. The table below summarizes the relative merits of the different multiple levels: EV multiples Equity multiples Rely on denominators that are less prone to accounting issues More relevant to equity valuation Are capital structure neutral Are more familiar to investors Are comprehensive. They capture the full claim on the enterprise. Arguably involve less subjectivity than EV multiples, especially in terms of assessing off balance sheet claims Make it easier to capture off-balance sheet and debt-like claims. Have a wide spectrum of applicable multiples Are much more prone to accounting issues Are technically harder to communicate to clients Have an increased reliance on market values Require additional technical work to derive an equity value 123 Valuation Q&A What are the pros and cons of using the EV/EBITDA multiple? What are the positives? What are the problems? EBITDA is an approximation of cash because it ignores D&A. It ignores depreciation, interest and tax. These are real costs of doing business and are drivers of value. It captures the impact of the company’s cost structure. Cannot be used if EBITDA is negative. Most companies will generate positive EBITDA, therefore providing a wider universe to select comparables from than if a metric was used from further down the income statement. Leasing can distort the use of the metric – better to rely on EBITDAR in this case. EBITDA multiples are most useful if the comparable universe has a similar level of capital intensity. Affected by accounting policy issues such as revenue and cost recognition, leasing, possible proportional consolidation issues. What drives an EV multiple? There are generally three key drivers of a multiple: The quality of earnings or cash convertibility The risk profile of the earnings Growth rates Cash Conversion: FCF ÷ EBITDA is a measure of cash conversion. How well does the company turn earnings into cash flow. It is often referred to as a measure of earnings quality. Better earnings quality – better cash flow – higher valuation. EV FCF ÷ EBITDA = EBITDA (WACC − g ) Risk: Risk: TheWACC WACCrepresents representsthe the The company’s risk profile. A riskyprofile company’s risk profile. A risky profile will be captured by a high An will be captured by a high WACC. WACC in isolation will reduce the increase in WACC in isolation will multiple by discounting the future reduce multiple by discounting the cash flows with more force.force. future cash flows with more 124 Growth rate: Risk and growth rates are naturally correlated. It is difficult to achieve higher growth without taking on some risk. However, if g can be increased without imposing undue risks on the company, the increase in g should result in an improvement in the multiple. g will be driven by ROIC and the reinvestment rate. Valuation Q&A Free cash flow: Revenues X Operating costs (X) EBIT X DA X EBITDA X Changes in NWC X/(X) Operating cash flow X Less: Capex (X) Tax (X) Free cash flow X EV FCF ÷ EBITDA = EBITDA (WACC − g ) WACC g = r x ROIC Cost of equity = Rf + ß(EMRP) Cost of debt = (Rf + CMRP) x (1-Tc) Risk-free rates Rf Risk-free rate Rf Reinvestment rates r Equity market risk premium EMRP Credit market risk premium CMRP Return on invested capital (ROIC) Beta ß Tax shield Tc 125 Valuation Q&A Why would multiples of a company trade at a premium or discount to its peers? The comps output sheet will illustrate that multiples will trade at a discount or premium to the mean of the universe. Analysts must understand why these multiples trade away from the central tendency of the comparable universe. Possible explanations could be: Different margins Different growth rates Different earnings quality (cash generation ability and working capital management) Relative competitive positions Market risks Differences in country market sentiments Differences in corporate governance Management credibility Relative 52 week high and low position Bid speculation Market mis-pricing Earnings volatility Index rally Index tracking demand Degree of free float Ownership restrictions for foreign investors Accounting differences (GAAP) Over leverage Potential contingent liabilities Recent positive/negative news flow Technical errors by Analyst FACSET CAPIQ links not updated Broker forecasting (sentiment and errors) 126 Valuation Q&A What is a control premium? The control premium (or offer premium in a deal) is the additional amount paid in order to gain control of an entity. In other words, it is the extra amount paid to encourage the previous owners to sell their equity stakes. This additional amount would also reflect the willingness of the acquirer to get the benefit of synergies and strategic fit of the target. The control premium is the ‘market clearing price’. The size of the control premium is sector and deal specific. A rough benchmark control premium would be between 20-30% on the pre-announcement price. The control premium is calculated in relation to a ‘clean’ share price. The idea of the ‘clean’ price is to use an ‘unaffected share price’ – i.e. prior to announcement of possible sale or before the ‘evaluating strategic alternatives’ press release. Control premium pricing points are typically: One day pre-announcement One week pre-announcement One month pre-announcement An Analyst will look at the market reaction during these time periods to try and determine if or how information has leaked into the market, in relation to the deal and how the market prices reacted. The calculation for the premium (looking at comparable transactions) is: Premium (%) = (Offer price / Pre-announcement price) - 1 The illustration below shows how the Cadbury share price reacted after the deal went public in September 2009. Calculating a deal premium on a post-announcement share price is not particularly relevant because the share price will already include the market’s opinion of the deal. The offer price for the premium calculation will use the prevailing share price information as at the offer date. The Analyst will try to justify the premium paid by justifying the transaction and providing supporting valuation work. 127 Valuation Q&A Typical justifications of the premium will focus on: Previous transaction premiums Potential cost and revenue synergies Buyer and seller motivations Access to: New markets and products R&D pipelines Distribution channels Human capital New capital markets Premiums can range widely and are sector specific. Typically, premiums historically average between 30 and 50%. The story supporting the justification must build on a strong foundation of analysis. The Analyst is advising the client to pay what could be a significant premium over and above the preannouncement share price. The argument must be strong as the client will need to carry this argument to the shareholders. If the shareholders do not accept, there is no deal – there is no fee! What does a merger model do? A good merger or acquisition finance model is a valuable analytical tool which can be used to evaluate the attractiveness of, and financing for, a combination of two (or more) companies. The model can address issues such as: At what price the transaction should take place What the offer structure and financing should be What the likely costs and benefits will be What the key sensitivities are The aim of a merger model is to provide an indicative transaction finance structure for the deal. The model will assist in weighing up the benefits and costs of debt and equity. The model balances these constraints, with a view to maximizing EPS accretion and at the same time attempting to maintain a credible credit rating. Typical model outputs are: EPS accretion (dilution) Credit ratios and likely credit rating Offer structure Financing structure for the deal Pro-forma ownership and exchange ratios Contribution analysis Return on investment 128 Valuation Q&A It is a model that requires an iterative approach. The model should include multiple scenarios and sensitivities. Often changes to certain inputs in the model will have knock impacts to other inputs in the model. For instance, a decision to increase the amount of debt finance in the deal will have a knock-on impact on the post transaction credit rating for the group. This may lead to a down grading of the credit rating and an increase in the credit spreads. Therefore, the interest rate assumptions on new debt issued must anticipate this increase in the credit spreads. Analysts must also consider the impact of the transaction finance structure on the offer premiums. Some transaction finance structures may be more attractive to the target than others. This may translate into an impact on the offer premiums they are willing to accept to complete the deal. What factors can make a deal EPS accretive? If a deal produces EPS accretion then it has a greater chance of success. One of the reasons for this is that a strongly accretive deal is likely to gain stockholder approval. Factors that may lead to an accretive deal: The target has positive and growing net income The target’s Price/Earnings ratio is greater than the acquirer’s The transaction creates a minimal amount of upward fair value adjustments that require subsequent depreciation and amortization New equity issued to finance the deal is kept to a minimum without sacrificing the credit rating Positive synergies 129 Valuation Q&A What are the pros and cons of equity and debt as transaction finance? Equity consideration – benefits Positive impact on the credit statistics Increase in the shareholder base If the bidding company’s valuation is high, this results in reduced dilution Can be used to tie in key employees Often more tax efficient for institutional shareholders Equity consideration – disadvantages Tends to be the costliest source of capital Target may not be willing to take the acquirer’s stock Tends to be EPS dilutive Can lead to post-transaction selling pressure – equity flow back Can lead to mixed and inconsistent shareholder bases – can lead to equity flow back Equity consideration can increase the deal completion time, and hence the probability of deal collapse, especially if the equity capital markets demonstrate liquidity issues Cash/debt consideration – benefits Relatively clean source of finance Relatively cheap source of finance Tends to be more EPS accretive, especially in a low interest rate environment Greater certainty of finance and deal completion Cash/debt consideration – disadvantages Negative impact on credit ratings Inability to access and raise finance, especially given illiquid credit environments Key staff can ‘cash out’ post-transaction 130 Valuation Q&A Who does what on a deal? How can a company defend itself from a takeover? The management of a target company may employ defense strategies to defend themselves from being taken over – but also if they approve of the deal, to make sure that the maximum offer price is extracted from the deal. There are a number of proven defense strategies: Poison pills (legality will vary depending on jurisdiction) Poison pills are a takeover defense that makes it costly and difficult to acquire a company if any party acquires a certain percentage of a corporation. They are one of the most popular defense strategies. Poison pills can provide rights or options to shareholders and bondholders to be able to buy more shares in the company at a discounted price. These rights trade in conjunction with other securities and they usually have an expiration date. When a merger occurs, the rights are detached from the security and exercised, giving the holder an opportunity to buy more securities at a deep discount. Golden parachutes Golden parachutes are large compensation payments to top management and board directors. The directors and others become entitled to the payments if they depart unexpectedly. So, for example upon termination of employment, the large lump-sum payments fall due. 131 Valuation Q&A The amount of compensation depends on formulae using variables such as annual compensation and years of service. The golden parachutes underlying aim is to increase the cost of restructuring the target company post-acquisition as well as increasing the difficulty of removing the incumbent senior staff. Recapitalizations One way for a company to avoid being taken over is to make a major change in its capital structure. For example, the company can: Issue significant new debt Buy back its own stock Conduct a leveraged recapitalization If the company seeks to buy-back all of its stock, it can go private through a leveraged buy-out (LBO). However, leveraged recapitalizations must have the operating model that is capable of generating sufficient cash flows for servicing, and repaying the high debt loads. Maintaining these high debt levels can make it more difficult for the acquiring company since a high debt level prevents the acquiring company from borrowing easily against the assets of the target. Fire sale In some circumstances, the target company may want to consider liquidation. In this situation, the target company’s assets are sold off. Shareholders receive the resultant cash by way of a dividend. It is important to emphasize that all restructurings should aim to increase shareholder value and not simply try to stop a merger at all costs. The directors must at all times act in the best interests of the shareholders. Standstill agreements A standstill agreement is an agreement between the acquiring and target company. The agreement requires the acquiring company to cease to acquire additional shares in the target for a specified period of time. This standstill period gives the target company time to explore its options. However, most standstill agreements require compensation to the acquiring firm since the acquirer is open to the risk of losing value in the investment. White knight The ‘white knight’ strategy attempts to avoid a hostile merger by seeking out a friendly third party investor as a more suitable merger partner. Usually, the target company will use the advisory services of an investment bank to identify and approach a ‘white knight’. Litigation A very common defense strategy is to legally challenge an approach from a hostile company. The target company may be able to seek an injunction to halt takeover proceedings. The injunction allows the target company to mount a structured defense. 132 Valuation Q&A Pac man defense As a last resort, the target company can make a tender offer to acquire the stock of the hostile bidder. This is a very extreme type of anti-takeover defense and usually signals desperation. One of the key issues with this defense as a strategy is that there is a very blurred line between shareholder protection and the possible natural tendency of the directors to protect themselves. Often directors use these defenses to bid up offer premiums. This can lead to situations where the inflated offer premiums threaten the post-acquisition value creation. What is a company profile? A key part of a final target selection list is a company profile. Company profiles can vary greatly in format and content between different IBD departments. However, the purpose of a company profile is relatively consistent – it is a short, punchy summary of a company. The profile can include details such as: Recent company and sector news Financial information (metric forecasts, EV and equity value calculations and multiples) Market share data Geographical and product analysis Board representation Shareholder analysis and profiling Share price performance (often against an index and/or comparables) Company profiles can be as brief as one page or as detailed as 20 pages, depending on their use and importance. Analysts will be responsible for preparing these profiles, sourcing and extracting the data, and making sure that the profile is in line with the bank’s presentation protocols. If a number of company profiles are prepared for the same document or target list, managers will usually require that the form and content of the profiles are consistent in order to aid comparability between the target profiles. Some target lists will include a sector profile that will outline key sector news, metrics and transactions. What is a pitch book? The form and content of a pitch book will vary from bank to bank, even from team to team. However, there are two main types of pitch books: General pitch book Bankers use the general pitch book to guide their introductions and presentations during sales calls. These pitch books contain general information and include a wide variety of selling points bankers make to potential clients. The general pitch book will include an overview of the bank and details its specific capabilities in corporate finance, sales and trading (but, generally no content on the bank’s research franchise is included). It does not differ much from deal to deal. 133 Valuation Q&A Deal-specific pitch book A deal-specific pitch book is highly customized. It often requires at least one Analyst or Associate all-nighter to put together! That said MDs, VPs, Associates and Analysts all work closely together to create and finalize the book. The book includes: Strategic rationale for the deal Valuation summary Valuations and financial modeling results Comparable company and transactions and industry analysis EPS accretion or dilution analysis The performance of other IPOs or similar offerings managed by the bank The bank’s expertise as an underwriter in the industry, including its ranking in the ‘league tables’ Deal tombstones 134 Statistical and Financial Math Q&A Introduction A basic understanding of financial maths is assumed in most areas of finance. Whilst the banking teams will make use of discounting knowledge such as discount rates, annuities and perpetuities, they will rarely get involved in the detail of statistics and regression analysis. However, the derivation of beta for valuation purposes is essentially a historical regression analysis, so some statistical knowledge can be beneficial. 8 Meabh de Frinse MA (Oxon) ACA After completing her degree in Mathematics from Oxford, Meabh qualified as a Chartered Accountant working with Deloitte in London. She then moved into training, working first for a large training company providing training for the ACA qualification. After several years of success in this role, she then moved into the field of investment banking and has been working with investment bankers and equity researchers for over six years. She has spent a number of years designing and developing global graduate training programs for leading global investment banks. Her key training areas are the core skills required of an investment banker – accounting, financial statement analysis, financial modeling and valuation. She has used her experience of what graduate entrants into the field need to know about financial mathematics to develop a focused section on the key questions you need to be able to answer. Statistics and Financial Math Q&A Where the financial maths and statistical knowledge become more relevant is in the fixed income and more quantitative areas of the investment bank. Pricing derivatives and understanding interest rate sensitivities through duration and convexity calculations require a good level of mathematical and statistical ability. 135 Statistical and Financial Math Q&A What are the common measures of central tendency and dispersion? Central tendency (typical values) Measures of dispersion Mean Standard deviation Mode Range Median Inter-quartile range The mean The mean, also known as the 'simple arithmetic mean', is calculated as the average of a set of values. For example, should five funds achieve returns of 10%, 12%, 12%, 15%, and 18%, then the mean return is calculated as: (10% + 12% + 12% + 15% + 18%) / 5 = 13.4%. The mode and range The mode is the most frequently occurring number in a set of data. The range is calculated as the difference between the highest and lowest values in a set of data. 7 3 14 6 10 9 16 19 2 4 15 11 9 23 27 Mode = 9 (there are two of them and only one of everything else) Range = 27 – 2 = 25 Problems with the mode and range: As a measure of central tendency, the most obvious problem with the mode is that a set of data may not contain a mode at all. Alternatively, there may be more than one mode in a data set, i.e. 'bi-modal' (two modes) or 'tri-modal' (three modes). The main problem with using the range as a measure of dispersion is that it is distorted by extreme values. For example, if the (extreme) value of 1002 is added to the previous set of data, the range increases from 25 to 1000 – even though most of the numbers are 'clustered' at the lower end of the scale. 136 Statistical and Financial Math Q&A The median The median is the value of the middle item in a set of data arranged in chronological order. For example: 2 3 4 6 7 9 9 10 11 14 15 16 19 23 27 7 numbers 7 numbers The median If the data set has an even number of values, then the median is equal to the average of the two middle items: The inter-quartile range The median is also known as the 'second quartile'. The middle item between the start of a series of numbers and the median is known as the 'first quartile'. The middle item between the median and the end of a series of numbers is known as the 'third quartile'. 2 3 4 6 7 9 9 10 11 14 15 16 19 23 27 1st Quartile 2nd Quartile (The median) 3rd Quartile The inter-quartile range is the third quartile, minus the first quartile 2 3 4 6 7 9 9 10 11 14 15 16 19 23 27 1st Quartile Inter quartile range 16 – 6 = 10 3rd Quartile The inter-quartile range, therefore, is the 'spread' of the middle 50% of items in a data set. As such, it is not distorted by extreme values. 137 Statistical and Financial Math Q&A What is standard deviation? The standard deviation (which is often referred to as the Greek letter 'Sigma') measures the level of distribution, i.e. dispersion, around the mean of a set of data. The formula for the standard deviation is: 138 Statistical and Financial Math Q&A What is a geometric mean? The geometric mean measures the average rate of change over a given period. It is particularly useful when looking at compound changes, such as changes in a share price or changes in portfolio returns. The geometric mean is defined as the nth root of the product of n numbers. For instance, consider a deposit of $5,000 over three consecutive years at rates of 6% p.a., 5% p.a., and 4% p.a. respectively. The geometric mean rate of return is calculated as: 3 1.06 x 1.05 x 1.04 = 0.049968253 (or 4.9968253%) This means that the deposit's average rate of return over the three year period is equal to 4.9968% per year. The proof of this is shown below: $5,000 6% pa $300 interest $5,300 $5,565 5% pa $265 interest $5,787.60 4% pa $222.60 interest Which gives exactly the same answer as: 5000 x (1.049968253)3 = $5787.60 139 Statistical and Financial Math Q&A What is a correlation coefficient? The correlation coefficient measures the strength of the relationship between two variables, for example, the strength of the relationship between two share prices. It is a useful tool when analyzing the association between two variables in a scattergram. Correlation coefficient is calculated by dividing the covariance with the product of the two standard deviations. By virtue of its calculation, correlation will always be between +1 and -1. The correlation coefficient uses the covariance in its calculation. The covariance (cov) is a statistical measure of the relationship between two variables, e.g. two share prices. If the variables tend to move in the same direction, the covariance is positive. If the variables tend to move in opposite directions, their covariance is negative. If the two variables are independent of each other, the covariance is zero. Positive correlation describes a relationship where an increase in one variable is associated with an increase in another, e.g. advertising and sales. If both variables increase together, the variables have a perfect positive correlation. Such a relationship is described by a correlation coefficient of +1, e.g. demand for strawberries and demand for cream. Negative correlation describes a relationship where an increase in one variable is associated with a decrease in another, e.g. umbrellas and suntan lotion. If one variable decreases as the other increases, the variables have a perfect negative correlation. Such a relationship is described by a correlation coefficient of - 1, e.g. nights staying in and nights going out. Perfect correlation describes a relationship where a change in one variable is exactly matched by a change in another. Note: when there is no relationship between two variables, the correlation coefficient is zero, e.g. TV viewing habits and sunshine in Canada. How can correlation be used to diversify risk? Diversification, and an associated risk reduction of a portfolio of securities, is achieved by combining securities which are not perfectly positively correlated. Risk reduction through diversification is therefore achieved by combining assets with a low (or negative) correlation of returns. The lower the correlation of returns, the greater the fund's diversification and the lower the risk associated with an expected level of return. The only instance when diversification benefits are not achieved is when there is a perfect positive correlation of returns. 140 Statistical and Financial Math Q&A What is a normal distribution? Should a large number of histograms be drawn from a wide range of data, a familiar pattern emerges. This pattern results in a high column in the centre of the histogram, with decreasing columns spread symmetrically on either side. If the class intervals are small enough, the resultant frequency distribution curve will look like a cross-section of a bell, i.e. a 'bell-shaped' curve. The bell-shape curve is called the 'normal curve of distributions'. (Note: the standard deviation forms part of the normal curve of distributions. This is the reason why the standard deviation is so important in statistical analysis). A normal frequency distribution curve is one where the mean, median and mode all have the same value. Data does not always conform to a normal and expected pattern. In such cases, the frequency distribution curves will be 'skewed'. If the peak of the curve lies to the left of centre, it is said to be positively skewed. If the peak of the curve lies to the right of centre, it is said to be negatively skewed. Kurtosis tells us whether the distribution is more or less peaked than normal. The distribution could be: Leptokurtic Platykurtic Mesokurtic 141 Statistical and Financial Math Q&A Leptokurtic This describes the distribution as being more peaked than normal, and has a further feature that is ‘fatter tails’. Fatter tails show greater frequency of extreme values. The impact of this is that the probability of extreme returns is greater than a normal distribution would assume. Platykurtic This describes the distribution being flatter than normal. This shows that the frequency of returns are less concentrated at the mean. Mesokurtic This is the description of a normal distribution. What is the difference between simple and compound interest? Interest represents the cost of borrowing money over a period of time. As such, it is often referred to as the 'cost of capital' or the 'time value of money'. Whether it is paid or received, interest can be calculated on either a simple or compound basis. Simple interest If interest is withdrawn at the end of each period and not aggregated to the principal – it is called 'simple interest'. Simple interest is calculated on the original principal amount only. It assumes that at the end of each period, earned interest is not summed together with the principal. For example, a $1,000 deposit placed at 5% per annum (p.a.) for three years will earn $150 worth of interest, i.e. 3 x $50 p.a. 142 Statistical and Financial Math Q&A The terminal or final value (TV) of a lump sum invested at a rate of interest (r) over a given number of years (n) on a simple interest basis is calculated as: TV = Original principal amount x [1 + (r x n)] Using the numbers in the above example: TV = $1000 x [1 + (0.05 x 3)] = $1,150 Compound interest Interest is usually paid/received at periodic intervals and is expressed as a percentage of the principal borrowed. If interest is permitted to accumulate on top of the principal borrowed in order to earn interest itself, it is called 'compound interest'. Compound interest assumes that interest earned for one period is 'rolled-over' into subsequent periods. The interest rate applies to the principal plus accrued interest. When applying compound interest it is assumed that interest earned is re-invested, i.e. earning interest on interest. Interest payments will therefore increase exponentially over time. For example, a three year deposit of $1,000 at 5% p.a. would accrue to $1,050 at the start of the second year. This amount earns interest of $52.5 ($1,050 x 0.05) which itself is rolled over into the third year. The process can be summarized as: 143 Statistical and Financial Math Q&A The terminal or final value (TV) of a lump sum invested at a rate of interest (r) over a given number of years (n) on a compound interest basis is calculated as: Using the numbers from the previous example: Calculate the terminal value of $1,000 invested for three years at a compound interest rate 5% p.a. Therefore: PV r n = $1,000 = 5% =3 TV = $1,000 (1+0.05)3 = $1,000 x 1.157625 = $1,157.625 Therefore: 144 Statistical and Financial Math Q&A What is discounting? Discounting is the exact opposite of compounding. Compounding is concerned with determining the terminal/future value of a principal sum given a rate of interest and frequency of payment. Discounting is concerned with determining how much to invest today, given a rate of interest (the 'discount rate') and frequency of payment, in order to achieve a required terminal value in the future. The methods used to calculate the present value of future cash flows are known as discounted cash flow (DCF) techniques. These techniques are extensively used in accounting, equity, and bond valuation. The present value of a single lump sum due to be received on a future date, at a given level of interest, is calculated by re-arranging the compounding equation to make PV (present value) the subject of the formula. In other words: For example, calculate how much is required to be invested today at an annual interest rate of 5% p.a., in order to achieve a value of $1,000 in three years’ time: Example: Calculate the present value of $1,000 to be receive in three years’ time with interest rate of 5% p.a. TV r n = $1,000 = 0.05 = 3 PV = $1,000 Therefore: (1.05)3 = $863.84 145 Statistical and Financial Math Q&A What is an annuity? An annuity is a series of equal payments received at the end of each period for a fixed number of periods: Formula for present valuing an annuity: Where PV is the present value of an annuity paying $x each year at the end of the year for n periods at an interest rate of r per period What is a perpetuity? A perpetuity is a series of regular cash flows paid or received indefinitely. The formula to calculate the present value of a perpetuity is given as: For example, assuming the first payment is made in one year's time, the present value of a $500 perpetuity at an interest rate of 10% is equal to $5,000 ($500 / 0.1). The perpetuity formula can be used to value those investments that have fixed periodic cash flows that are paid indefinitely. One such security is a standard preference share. 146 Statistical and Financial Math Q&A How is discounting used? The principle of discounting may be used to: Test the viability of a project, such as the construction of a building Value a company – an equity valuation Value a bond There are two main discounted cash flow (DCF) techniques used for project appraisal purposes: Net present value approach (NPV) Internal rate of return approach (IRR) When using discounted cash techniques for investment appraisal purposes, a range of considerations must be taken into account: Risk. The risk of the project affects the cost of capital and subsequently the discount rate. The more risk associated to a project, the higher the cost of capital, which in turn leads to using a higher discount rate for cash flow analysis. Forecasting errors. DCF techniques rely on accurate predictions of future cash flows. The longer the life of the project, the more difficult it is to forecast the future. Inflation. Inflation will have an impact on future cash flows and must be accounted for in the relevant analysis. Government policy. Although in simple analysis the government's role is often ignored, a change in, say, tax legislation can have a big impact on the viability of a particular project. What is net present value? The NPV technique of investment appraisal measures the present value of the project's cash inflows, against the present value of the project's cash outflows, in order to determine the viability of a project and/or investment. The difference between the present value of the inflows and the present value of the outflows is known as the Net Present Value (NPV) of the project: If the NPV is equal to, or greater than zero, the project is viable and is worth carrying out, i.e. the present value of the project's cash inflows are equal to, or greater than, the present value of the project's cash outflows. A negative NPV, however, indicates the project should not be attempted, as the present value of the project's cash outflows are greater than the present value of the project's cash inflows. 147 Statistical and Financial Math Q&A What is the internal rate of return (IRR)? The IRR is defined as the discount rate, that when applied to the cash flows of a project, will equate the present value of the cash inflows with the present values of the cash outflows. In other words, it is the discount rate that will calculate the net present value of a project as zero. The internal rate of return is therefore the discount rate where the present value of the inflows equals the present value of the outflows. When evaluating a project's viability using the IRR technique, the IRR of the project must be compared to the company's cost of capital. If the company's cost of capital is less than the project's internal rate of return, the project should be accepted. However, if the company's cost of capital is more than the project's internal rate of return, the project should be rejected. For example, if a project has an internal rate of return of 15% and the company's cost of capital was only 10%, then the project would be worth proceeding with. What is a CAGR? Funds sometimes have their returns expressed as a compound annual growth rate. Below are the values of a fund at the end of each year: 148 Equities Q&A Introduction This equities section focuses on cash equities business, its associated products and how these products are brought to market. The Q&A will address such issues of how an IPO works, what is an ADR, what is the difference between a bookbuild and underwriting. 9 This knowledge will be relevant for interns working in: Equities Fixed income Derivatives M&A Research Corporate banking Marta Stojanova Marta has over nine years experience working in the financial sector. She spent seven years with WestLB Panmure and Citigroup, working in equity and debt capital markets as well as in the investment banking advisory group. Throughout her career she has gained vast transactional experience in structuring and financing private and public equity transactions, venture capital fundraising, private equity financed LBOs, leverage finance, and buy-side M&A transactions. In addition, she spent two years at Citi Private Equity and was responsible for sourcing, executing and monitoring private equity co-investments, mezzanine and fund-of-funds investments across Europe and North America. Equities Q&A Her wide ranging experience has been invaluable in compiling the interview questions for Navigating the Maze, as she has been able to identify key questions that she would ask new Analysts, as well as pinpoint the type of answers that would really impress her. 149 Equities Q&A What are the basic characteristics of common stock or ordinary shares? Common stock is the most common form of equity. Outside the US, this type of equity is often called ordinary shares. Right to vote Common stocks usually grant the right to vote in general meetings (although non-voting common stock/ordinary shares exist). Right to a dividend A dividend is a share in the profits of the underlying company. Dividends payable to ordinary stockholders are made after all other payments, such as interest and preference dividends, have been satisfied. So, if a company is unprofitable, it is the ordinary stockholders who are most likely to lose out. On the flip side, should the company generate profits, the ordinary stockholders can expect a good return in order to compensate for this risk. Right to a surplus on winding up In the event of a bankruptcy, ordinary stockholders are entitled to a share of the remaining assets of the company, but only after all other liabilities have been settled. How do preferred stocks differ from common stocks? Preferred stocks do not normally carry the right to vote in general meetings or to participate in decision-making. But, unlike ordinary stocks, preferred stocks carry an expectation of a fixed rate dividend, which is payable after interest, but before common dividends. Preferred stock is referred to as such because a company cannot pay common dividends without paying off any preferred dividends due first. The stockholders of preferred stocks get preferential treatment. Companies can issue different types of preferred stocks: Cumulative preferred stock Cumulative preferred stock differs from preferred stock in that it has a cumulative dividend, meaning that, should the company not pay a dividend, (because, for example, of a lack of profitability) the right to receive that dividend is rolled over into the next period. This is in contrast to common stockholders, who will lose the right to receive an annual dividend if the directors do not declare one. All arrears of cumulative preferred dividends must be paid before the common stockholders receive any dividend. Participating preferred stock Most preferred stockholders are limited to receiving a fixed rate dividend. For example, a 5% $1 preferred share will entitle the shareholder to a 5c dividend each year for every share held. However, companies may confer participating rights. This means that if the company is particularly profitable, an additional dividend may be paid. You would calculate the participating preference dividends according to a profit-related formula. 150 Equities Q&A Convertible preferred stock A convertible preferred stock is a preferred share with conversion rights that allows the holder of the share to convert their investment into ordinary stock in the future. Redeemable preferred stock While most stocks have an indefinite life, redeemable preferred stocks carry a specified redemption date, on which date the corporation would have to pay back the initial investment. This type of preferred stock is similar to a loan in that a corporation receives cash with the understanding that it has to pay it back in the future. What is an ADR? An ADR, or American Depository Receipt, represents a shareholding in a non-US corporation. Because US investors like to buy stocks that are denominated in dollars and pay dollar dividends, non-US corporations often face the problem that their stocks are unattractive to US investors. Therefore, unless a non-US company issues dollar denominated shares, it may lose out on the potential US investor base. In order to attract US investors to buy an equity stake in their businesses, non-US corporations issue American Depository Receipts (ADRs) as a solution to this problem. The following description explains how a fictional UK company, Brit plc, issues ADRs for sterling-denominated shares: Step 1: Brit plc issues sterling stocks to a UK branch of an American bank. The bank will pay Brit plc for these stocks in sterling. Step 2: The bank will keep the sterling stocks in a safe place by acting as a depository. Step 3: The bank then issues ADRs denominated in dollars to US investors. Usually, one ADR represents several underlying securities. For example, one ADR may represent 100 shares in Brit plc. ADR holders receive most privileges of the underlying stocks, including voting rights and dividends. The benefit for US investors is that they will receive their dividends in dollars. ADRs are not restricted to trading in the US; they are also traded in the UK and elsewhere. Global Depositary Receipts (GDRs) work in the same way. US depository banks issue ADRs. The major depository banks are: JP Morgan Citi Deutsche Bank Bank of New York Mellon JP Morgan first introduced ADRs in 1927 in order to encourage investors to buy shares of the UK retailer, Selfridges. 151 Equities Q&A Why would a corporation choose to raise finance via an equity issue as opposed to a debt issue? Corporations can raise capital either by issuing equities to investors or by taking out a loan from a finance provider. The managers of a company will have a lot of things to consider when they are raising capital, for example, whether that finance is available, how quickly they can get their hands on the cash and how the financing might affect the corporation taxes that they pay. Equity has two great advantages over debt as a source of finance: It is permanent capital – it never has to be repaid to the investors The corporation has no legal obligation to make regular payments to ordinary stockholders What are the advantages and disadvantages of being a publicly listed corporation? The decision to go public is one of the most important decisions a corporation can make and is both a strategic and fund-raising decision. Therefore, when making this decision, it is vitally important to appreciate the advantages and disadvantages of being a publicly listed entity. Advantages Disadvantages Increased stock price because it is easier for investors to buy and sell the stocks Increased public profile and prestige High cost – initial fees, ongoing costs to maintain listing, investors require high return Potential loss of control for pre-listing stockholders Access to alternative sources of capital Public pressure on management – meeting investor expectations Offer employees stock options as incentives Regulatory requirements and increased disclosures Facilitate acquisitions (use stocks as a form of currency) What does ex-div mean? The ex-dividend (or ex-div) date is the date from which all transfers of the security are contracted excluding the right to receive the dividend. The period from the ex-div date is called the ex-div period. The period before the ex-div date is called the cum-div period. Any transfers of the security during the cum-div period are contracted with the right to receive the next dividend payment. 152 Equities Q&A What is the difference between primary and secondary markets? The primary market is the market on which securities are sold for the first time. Companies use the primary market as a means of raising new long-term capital (for both equity and debt). The secondary market on the other hand, is the market on which existing securities are traded. The secondary market exists to support the primary market. It provides subscribers to shares in the primary market with a place to sell them on again, and also acts as a benchmark for primary market pricing decisions. Secondary market activity does not raise new capital for the company. Many international stock exchanges fulfil the role of both primary and secondary markets. An initial public offer (IPO) is the first sale of stock by a private company to the public. In an IPO, the issuer obtains the assistance of an underwriting firm (typically an investment bank), which helps it determine what type of security to issue, best offering price and time to bring it to the market and acts as sponsor How can new equity be issued? New equity can be issued via a number of different mechanisms: Offer for subscription Offer for sale A placing Using intermediaries A vendor placing Offer for subscription An offer for subscription involves a company issuing shares directly to the general public. Offer for sale An offer for sale is not restricted to the issue of new securities. It can also be used for a large shareholding being sold into the market place, e.g. government privatizations. An offer for sale is similar to an offer for subscription. 153 Equities Q&A However, in this case, the issuing house (or lead manager), initially may buy up new shares from the issuing company before re-selling them to the investing bookrunner (underwritten) or the issuing house may sell the stock to investors without taking pricing risk (bookbuild). A placing A placing is similar to an offer for sale; however, the lead manager does not offer to resell the shares to the investing community at large. Instead, the shares are only offered to selected investors such as pension funds and wealthy individuals. For this reason, a placing is sometimes referred to as selective marketing. An intermediary offer An intermediary offer involves making a placing through several lead managers (brokers). 154 Equities Q&A A vendor placing A vendor placing can occur as part of an acquisition. It is used when the buyer wants to pay for the acquisition by issuing shares in itself, but the vendors want to sell for cash. In these circumstances, to enable the deal to go ahead, the following procedure will take place: The buyer will issue shares in itself to the vendors The vendors will give up their shares in the company being sold to the buyer The vendors will then sell on the shares given to them by the buyer straightaway, in a deal arranged beforehand. They will therefore ultimately receive cash in return for giving up their shares. What is stabilization? Stabilization is the process where a lead manager in an issue purchases stock in the secondary market in order to support the price of the issue. The market is made aware that stabilization is taking place by the letter 'S' being displayed on trading screens. What is ‘book-building’? Book-building is the process by which an investment bank will try to determine the IPO price for the stocks of a corporation, for example. The investment bank(s) driving the IPO contact major institutional investors who will bid for the shares. The investment bank then sorts the investors’ orders according to price, quantity and other factors such as ‘firmness’ of bid. The bankers use the data to establish a price for the issue and the allocation of shares. The book-built IPO tends to result in a higher issue price as the investment bank will aim to generate competition from the investors in an attempt to gain the best price for the issuer. The downside of the process is that the proceeds are less certain as the price is not set until the end of the process. Today, most investment banks price IPO stocks using a book-building process. What is underwriting? One risk of trying to raise capital through issuing equities is that the corporation may offer stocks to the public, but they may not want them. In this case, the equity issue would fail, resulting in wasted time, effort and money. Underwriting is where the investment bank guarantees to buy the stocks from the issuing corporation. This gives the issuer certainty with respect to the final proceeds. There are two types of underwriting – hard and soft. Hard underwriting This takes place very early on in the equity issue process. The investment bank guarantees the stock price upfront, before they have contacted investors to gauge what the demand is likely to be. This is the riskiest form of underwriting and hence the bank will charge a higher fee to compensate for this risk. 155 Equities Q&A Soft underwriting This takes place much later on in the process, typically after the book-building stage has happened. At this point, the bank has received all the orders and has calculated the final IPO price. At this late stage, all the issuer is really protecting against is settlement risk. Settlement risk is the risk that an investor who has put in an order fails to settle the trade and pay the cash in which case the investment bank will buy the shares. This is much less risky for the bank and so they will charge a lower fee. Generally, the later underwriting takes place, the cheaper it is. What are the key stages in an IPO process? The process can be broken down into a number of phases as far as a bank is concerned: Winning the mandate Positioning and preparation Marketing and investor education Roadshow and allocation Aftermarket 156 Equities Q&A Winning the mandate The issuer will have a ‘beauty parade’ where they invite banks to pitch for the right to lead the IPO. The first step for the bank will be to get an invite to pitch for the business. It is easier to get an invite if the bank has a key relationship with the corporation and has provided loan finance for the issuer in the past. Participation in the IPO is a reward for this support. Another factor that would increase the likelihood of an invite is if the bank is one of the most prolific lead managers in IPOs in the issuer’s sector or region. This will give the issuer comfort that the bank has a relationship with potential investors and therefore has the ability to sell the shares. Once invited to the pitch, the bank must convince the issuer that it is fundamental to the success of the IPO, and the listed company thereafter. Important elements of the pitch would be: Distribution network (League tables) The Equity Capital Markets (ECM) team who will work on the deal Analyst coverage after IPO Fees Anticipated IPO price The key role that the banks will be pitching for is that of Lead Manager (US) or Global Coordinator (UK). The bank that takes on this role has primary responsibility for the whole IPO process including: Providing advice on optimal transaction structure Developing the ‘equity story’ Determining the timing of the issue Supervising and performing due diligence Appointing and managing the syndicate Dealing with documentation (listing particulars, prospectus, underwriting agreement) Dealing with the other advisors – auditors, lawyers, public, investor relations specialists etc. Dealing with regulators and the exchange The Lead Manager will most likely also act as a bookrunner which involves: Identifying and accessing key investors to generate demand for shares Advising on final pricing and allocation Positioning and preparation Very early on in the process, the investment bank will undertake due diligence. The objective of due diligence is to identify and gain comfort as to the validity of the issuer’s information. This will involve reviewing the issuer’s financial accounts, legal documentation and business plan. During this stage, the investment bank will also be drafting the prospectus, which is the document distributed to potential investors that should tell them everything they need to know in order to make an informed investment decision. The research Analysts will meet with the management team and will begin to write their pre-marketing research report. 157 Equities Q&A Marketing and investor education The aim of this process is to assess reaction to the selling story, identify and address any areas of concern, and elicit feedback on the possible pricing of the stock issue. It also increases the investors’ awareness of the issuer prior to the roadshow (which is the next stage in the process, below). This should ensure the roadshow runs as smoothly as possible. To this end, the bank needs to provide potential investors with enough information to whet their appetite and be willing to take part when the books open during the roadshow. The investment bank should now have enough information from the pre-marketing to investors and the management presentations in order to set an initial price range. The initial range will start off quite wide, narrowing as the process progresses. The aim of activity at this stage of the process is that there is an aura within the investment community that this is a ‘must have’ stock, even at the top-end of the pricing range. Roadshow The roadshow is when the senior management of the issuer and the investment bank visit the major investors. Institutional investors, Analysts and money managers attend by invitation only. This may take place over a one or two week period depending on the size of the issue and the location of listing. Throughout the roadshow, the bookrunner’s sales team builds a book of demand. This book will list the Indications of Interest (IOI) from investors, which will give an indication of demand for the stock over a range of potential prices. Banks show the orders from investors either in terms of the number of shares (e.g. 100,000 shares) or as an amount of money (e.g. $1m worth of shares). An investor may also specify a maximum price they are willing to pay. 158 Equities Q&A There are three different types of bids: Strike order – bidder is willing to accept shares at whatever the final price is Limit order – the bidder specifies a maximum price which they are prepared to pay for the shares Step bid – the bidder submits the number of shares he wishes to buy at various price limits (e.g. 500,000 @ $40.00, 750,000 @ $30.80, 1,000,000 @ $30.50 and so on) Bidders can revise their bids at any time, and the orders are not final until the books close at the end of the bookbuilding process. At the end of the roadshow, once all of the orders are in and the books are closed, the bookrunner will need to price the IPO. The decision on pricing is usually determined as a result of discussions and negotiations between the bookrunner and the issuer. In reality, the bookrunner will deliberately under-price the issue by about 10% to ensure it is oversubscribed and the shares trend upwards in the aftermarket. This bodes well for the future investor relationship with the company and makes it easier for the company to come back to the markets with follow-on offerings. The bookrunner will then need to allocate the shares. Ideally, corporations want the shares to end up in the hands of high quality, long-term institutional investors. What is a dual track process? A corporation engaging in a spin-off or a private equity firm monetizing its equity may be unsure whether an IPO or a trade sale will give the best price for the entity that they are selling. In this case, corporations or private equity firms can start both processes, choosing their preferred method of sale part-way through the process when they have a better idea about which option will be more lucrative. What is a syndicate? A syndicate is a group of investment banks that work together in an IPO (for example) to sell the shares to the public. Headed by the Lead Manager (US) or Global Coordinator (UK), this group disbands as soon as the IPO is completed. What is a prospectus? When a corporation wants to raise capital through an equity issue, they prepare a prospectus. The prospectus is a document that explains all aspects of a company's business, including financial results, growth strategy, and risk factors. This is the key document used by investors when considering the risks and potential rewards associated with investing in the issuer. In the US, the preliminary prospectus is called a Red Herring because of the red ink used on the front page, which indicates that some information such as the price and number of shares is subject to change. In the UK, the preliminary prospectus is called the Pathfinder. 159 Equities Q&A The following extract shows the contents page of a prospectus: What is a pilot fishing exercise? Prior to the IPO being made public and whilst the equity research Analysts are writing their report, the bookrunners may invite a number of key investors ‘over the wall’ in order to gauge demand and price expectations, which is particularly beneficial in uncertain market conditions. The chosen investors will not be able to trade any stock affected by the potential IPO, as they will have inside information. The pilot fishing exercise will help: Identify target investors to meet during the roadshow Fine-tune the equity story Identify key investment highlights and key weaknesses for investors Key points to be addressed by management during the roadshow Obtain feedback on the valuation and assess key valuation metrics investors will be focusing on The regulators’ view on pilot fishing differs across the globe. In the US, restrictions on ‘gun jumping’ prevent pre-marketing of IPOs before the regulator approves the prospectus. This effectively outlaws both pilot fishing and anchor marketing. Even where pilot fishing happens, there is controversy. Critics ask questions like ‘Why pay the bank to run the IPO when they let the market value the company?’ Detractors also criticize the banks for ‘baiting and switching’ on their clients. This is where a bank promises a high IPO price at the beauty parade but then uses pilot fishing to lower the issuer’s expectations. 160 Equities Q&A Anchor marketing is similar to pilot fishing, but differs in that the banks will gain commitment from the cornerstone investors. Banks believe that if the investors meet the management very early on in the process, it increases the chance of investment even in volatile markets. Following publication of the research report, the IPO is ‘live’ or ‘public’. As soon as the IPO becomes public the ‘quiet period’ or ‘blackout period’ begins. What is a Greenshoe option? This is part of the stabilization process which allows the underwriters to buy more shares from the issuer – typically 15% of an IPO. It happens if a deal is extremely popular, or if the underwriters overbook the issue. The Greenshoe option is also called the over-allotment option. During the allocation process, the bank will typically over-allocate the stock by up to 15% of the IPO. The bank, therefore, has a short position of 15% (i.e. they have sold shares they don’t have). If the price falls, the bookrunner covers the short position by buying shares in the market, thus stabilizing the price. If the share price increases, the bookrunner exercises the Greenshoe option and purchases shares from the issuer at the original IPO price to cover the short position. For a limited period of time, the bookrunner may stabilize the share price in the aftermarket; for example, if the shares start to fall, the bookrunner may step in and start buying shares in order to provide support to the share price. The bank does this to try and smooth the volatility caused by the high volume of shares traded in a short period of time. The bookrunner does this by using the ‘over-allotment’ or the ‘Greenshoe’ option (named after the first company which did this – The Green Shoe Manufacturing Company in 1963). The Greenshoe gives the bookrunner the right to buy additional shares at the IPO price from the issuer. 161 Equities Q&A What is a secondary offering? A follow-on, or secondary offering, is an issuance of stock subsequent to the company’s IPO. Technically, a follow-on offering is an issue of ‘new’ shares, i.e. cash goes to the company and a secondary offering is defined as existing shareholders monetizing their equity, i.e. cash goes to selling shareholders. In reality, these terms are used interchangeably in the markets. There are a number of ways in which a company may return to the equity markets (depending on which jurisdiction the issuer operates in): Fully marketed book-built offering Accelerated book-built offering Bought deal Placing What are the advantages and disadvantages of a fully marketed book-built offering? This is a similar process to an IPO. The issuer will appoint an investment bank, lawyers and accountants. The professional advisers are required because this process involves carrying out due diligence, completing research, producing a prospectus, holding a roadshow, book-building etc. Advantages: Good if targeting investors in a new market Helpful if the investing community does not understand your equity story Disadvantages: Cost and time Lack of price certainty Does not fulfill pre-emption rights What is an accelerated book-built offering (ABB) or a placing? An ABB is like a fast-track book-build. It is a sale of shares directly to institutional investors, typically within a 24-hour period. The investment bank will build a book of demand and the issue price and quantity will be determined at the end of the process. Advantages: Quick – good for well-known issuers with a good equity story Price tension benefits of book-build process Limited documentation Disadvantages: Lack of price certainty Does not fulfill pre-emption rights 162 Equities Q&A What is a rights issue? A rights issue is an invitation to current stockholders to buy new stocks in direct proportion to their existing stockholding. Pre-emption rights ensure existing stockholders get first refusal on new stocks, which protects the investors from directors seeking to dilute a stockholder’s control of a company. Rights issues are described using a ratio of the new and existing stocks. For example, with a 1 for 5 (1:5) rights issue, stockholders have the right to buy one new share for every five they already hold. In a rights issue, the stocks are offered at a discount to the prevailing market price of the shares. This is both to encourage investors to take up their rights and to act as a safeguard should the market price of the shares fall before the issue is completed. If the market price of the shares were to fall below the rights issue price, the issue is unlikely to be a success because shareholders would simply buy new shares for a lower price in the market. When the market price is trading at less than the rights price, the shares are termed ‘underwater’. Deep discounts of 40-50% are more common in volatile markets where there is a higher risk of this happening. Most of the capital raising done by European banks in the middle of the credit crunch was at deep discounted prices. What is TERP? TERP, or the theoretical ex-rights price, is the price of the shares after the rights issue has taken place. Because the shares are issued at a discount to the current market price, the effect of a rights issue will be to dilute the share price in the market. The formula for calculating the theoretical ex-rights price is as follows: (Number of new shares x Issue price) + (Number of existing shares x Market price) Total number of shares post-issue Note that the calculation does not take account of market sentiment before, during or after the rights issue. Consequently, the value calculated is only a theoretical price. In reality, the price may differ from the theoretical price. An example of a right issue A company undergoes a 1:4 rights issue. The subscription price is $1.50. The stock price of the existing stock before the rights issue is $1.75 (commonly known as the 'cum rights' price). Before the rights issue: 4 shares @ $1.75 each = $7.00 During rights issue: 1 share @ $1.50 each = $1.50 After rights issue: 5 shares = $8.50 So, after the rights issue each share is worth $8.50 = $1.70 5 shares The theoretical ex-rights price = $1.70 per share. 163 Equities Q&A Investors may have insufficient funds available to take up the rights offered. If they are still keen to take up stock, they can sell some rights to fund the taking up of others. This is known as splitting rights or ‘tail-swallowing’. If an investor wishes to sell the rights, they will need to value the rights. The price that an investor would (theoretically) pay for the right to subscribe for a discounted share in a rights issue is the nil-paid price. To illustrate how to calculate the nil-paid price, let’s use the previous example. The nil-paid price is simply the difference between the theoretical ex-rights price (TERP) and the rights issue price, as shown below: Theoretical ex-rights price $1.70 Less subscription price $1.50 Theoretical nil paid price $0.20 This is the maximum price someone would (theoretically) pay for the right to buy the share at $1.50 The formula to find out how many rights an investor needs to sell in order to take up as many possible rights with the proceeds is: Number of rights to be sold = Number of rights available x Subscription price Theoretical ex-rights price If an investor owns 1,000 shares, he will receive the right to purchase an additional 250. Using the formula above, to take up as many rights as possible, it will be necessary to sell the following number: No. of rights sold: 250 × $1.50 = 220.6 (221 rights - always round up) $1.70 The investor will sell 221 rights and take-up 29 rights. Proof: Sell: 221 rights @ $0.20 each = $44.20 Take up: 29 rights @ $1.50 each = $43.50 250 $0.70 If the investor sells less, he will have insufficient proceeds to take up more. The maximum subscription at nil cost is therefore 29 shares. 164 Equities Q&A What is an index? An index is a number that gives the value of something (e.g. shares in a stock market) relative to its value at some other point in time. When an index starts, it is assigned a value of, say, 1,000 (the base value). Any movement in the index measures the change in value of the constituents of the index. If, in our example, the index rises to 1,100, then we know that the constituents of the index have risen in value by 10%. All major stock exchanges calculate indices based on the shares traded on that exchange. An index is a simple way of summarizing what has been going on in the marketplace as a whole. The press constantly refers to stock exchange indices in describing the general mood of the market. What is the difference between a market capitalization weighted index and an unweighted index? Most indices are weighted towards the market capitalization of their constituent companies. Therefore not all constituent companies are treated equally by the index. For example, consider the FTSE 100 index. Royal Dutch Shell is one of the largest companies by market capitalization currently listed on the LSE. The FTSE 100 index is weighted to market capitalisation. Therefore, a 1% movement in the share price of Royal Dutch Shell will have a greater impact on the FTSE 100 index, than a 1% movement in the share price of another FTSE 100 constituent, e.g. Next Group. Not all indices are calculated in this way. For example, the Dow Jones Industrial Average used by the New York Stock Exchange is weighted towards the price of a share in a company, rather than the full market capitalization. Price weighted indices are often termed unweighted, as weighting to market capitalization is the norm. What is the Dow Jones Industrial Average (DJIA)? This is the oldest continuing US index (it was first compiled in 1896) based on the 30 largest and most widely held US companies. The reference to 'industrial' is based on the historic construction of the index, as today most of the companies are not industrial in their nature. For instance, two of the largest companies are the technology companies, Intel and Microsoft. The DJIA is often referred to as 'the Dow'. It is probably the most quoted and widely recognized index in the US, despite only containing 30 constituent companies. The index is maintained by the editors of the 'Wall Street Journal'. The DJIA is a price-weighted or unweighted index, as the index is calculated based on the movement in a company's share price rather than its market capitalization. 165 Equities Q&A What is the Nasdaq? The National Association of Securities Dealers Automated Quotations (Nasdaq) composite index is a market-capitalization weighted index based on the Nasdaq stock market. There are approximately 3,200 companies trading on the Nasdaq market, of which approximately 300 are non-US stocks. Therefore it is not strictly a US only index. It is often used as a benchmark index to measure the performance of technology and growth stocks. What is the S&P 500? The Standard & Poor's 500 is a free-float capitalization-weighted index, published since 1957 of the prices of 500 large-cap common stocks actively traded in the United States. What is the FTSE 100? The 'Financial Times', together with the London Stock Exchange (LSE), is responsible for calculating the 'FTSE' series of indices. The FTSE 100 index is a market-capitalization weighted index based on the performance of the 100 largest UK-domiciled companies. The index is weighted by 'free-float' market capitalization. The free float of a company is the proportion of shares that are held by investors who are likely to be willing to trade. Free-float shares do not include the holdings of directors or the founders of the company for instance. So, not all shares are included in the valuation of a company in the FTSE 100. In the UK, the FTSE 100 is also referred to by the nickname 'Footsie'. The FTSE All-Share contains the FTSE 100 and the FTSE 250 – the performance of the 101-350 largest domiciled UK companies. These two constitute the FTSE Large Cap Index. The FTSE All-Share also includes the FTSE SmallCap Index, which is an index of small market capitalization companies consisting of the 351st to approximately the 621st largest listed companies and it aims to represent at least 98% of the full capital value of all UK companies. 166 Money Markets Q&A Introduction Money markets is a general term for the part of the financial system concerned with short-term borrowing and lending. This is as opposed to capital markets whose products have longer, if not infinite maturities, such as bonds and equities. 10 Money market products typically have a maturity of less than 12 months, although slightly longer products do exist. The shortest period of time for a money market product is overnight lending and borrowing. The majority of money market products are inter-bank, i.e. banks borrowing and lending for a short period of time from and to each other. The simplest example of a money market product is a basic short-term loan. We know the rate of interest at which the banks are conducting these loans, as it is published on a daily basis in the form of LIBOR (London Inter-Bank Offered Rate). As London is the world’s largest centre for Foreign Exchange, the LIBOR rates are published for 10 different currencies. Because banks will charge each other a different rate for different time periods, there are also 15 different LIBOR maturities ranging from overnight to 12 months. This means 150 different LIBOR figures are published each day, for example, USD 6-month LIBOR = 0.79%. This knowledge will be relevant for interns working in: Corporate banking Fixed income Equities as well as Peter has worked with and trained investment bankers, corporate bankers and global markets for over 14 years. His focus within the training arena is equity and debt capital markets, money markets, derivatives and hedging the risks associated with M&A and financing. He has worked with major global investment banks designing and running programs for Analysts, Associates and capital markets teams. His training commitments have taken him to the US, Europe, Middle and the Far East. The recent graduate season saw him successfully deliver capital markets and derivative training to Analysts and Associate classes attended by geographically diverse professionals with varying knowledge and experience. The client base ranged from US and Asian owned global banks to a boutique European investment bank. He worked with the derivatives team designing and delivering a course attended by all members of a global DCM team. The training was implemented and sponsored by the Head of DCM. Over a period of two months, using both internal and external collateral, the training covered pre and post-issuance hedging, as well as sessions covering hybrids, securitization and accounting for derivatives. Money Markets Q&A Peter Scollen Derivatives 167 Money Markets Q&A What are the money markets? The money markets are the market for short-term credit, loans and deposits with an original maturity of less than one year. Institutions can borrow funds if they have a cash flow problem, or deposit funds if they have a surplus. Deposits range from overnight to twelve months. These funds may either be in the form of a straightforward cash deposit or loan, or an instrument such as a bill or a Certificate of Deposit. Companies continually borrow or lend money. Each day different companies (and other customers) approach the banks wanting to borrow or lend different amounts of cash for different terms (i.e. periods of time). The banks' net position in each term is never likely to be even, (the money market jargon for this is square, or flat). If the bank is not square it is either short which means it has over-lent in that period, or long, which means it has over-borrowed. What is the inter-bank market? In order to resolve any shortages or surpluses of cash that arise, the banks have a borrowing/ lending market amongst themselves called the inter-bank market. Here they raise the shortfalls and lay off the surpluses generated in each period by their customers' activities. For example: 168 Money Markets Q&A How are inter-bank rates quoted? The inter-bank market is a quote-driven market where two way prices are made between participating banks. All money market rates are expressed in annual terms. This means a three month deposit rate of 6% would actually pay interest at 1.5%. The two way price will be made up of a bid rate (the rate the bank will pay for deposits received), and an offer rate, (the rate the bank charges for loans made). The bid rate is always lower than the offer. The difference between the two is called the spread. The rates on the inter-bank markets are better than those offered by the banks to their customers, i.e. the spread is narrower. The ebb and flow of funds through the money markets due to the customers’ changing appetite for funds means that the inter-bank rates are constantly changing. They change on a minute-to-minute basis. At 11.00am GMT each day, a snapshot is taken of the prevailing offer rate in the London inter-bank market for each term to be used as a reference. This snapshot is called the 11.00am LIBOR (London Inter-bank Offered Rate). What is commercial paper? Just as governments issue short-dated money market instruments – so do companies. Corporate issued, unsecured short-dated debt is called Commercial Paper (CP). When corporates issue commercial paper investors need to take into account the risk of default (government debt is zero risk of default). In order to determine the relative risk of a company’s commercial paper, credit agencies such as Standard & Poor's and Moody's grade the paper, assessing its creditworthiness. Like T-bills, CPs carry no coupon; they are issued at a discount and redeemed in full. CPs may have maturities of between 7 days and 12 months. 169 Money Markets Q&A What is a certificate of deposit? A CD is issued when an investor places some money for a given term with a bank at an agreed interest rate. To be permitted to accept the deposit, the bank (or building society) would need a banking licence. The bank may draw up a CD representing the deposit. This is freely tradable. CDs are different from other money market instruments in the following respects: CDs represent a deposit and not a loan CDs pay interest, whereas bills of exchange, T-bills and CPs do not CDs may be issued with a life of up to five years, but it is only those with a remaining maturity of one year or less that are classed as money market instruments $5m on deposit for 3 months at 6%pa Investor 170 Certificate of deposit $5m deposit deposited at Bank X for 3 months at 6% Bank XYZ Fixed Income Q&A Introduction Debt is the second pillar of a company’s capital structure. A good banker has a well-rounded theoretical and practical knowledge of the various instruments in his or her ‘financing toolbox’. 11 Research and practice have demonstrated that a little bit of debt (and sometimes a lot of it, as in the case of leveraged buyouts) is a good thing – for the company and for its investors. In general, you need to know the difference between bonds and loans (i.e. public market debt vs. private market debt). You also need to be familiar with the following debt aspects: pricing; seniority and security; maturity and repayment profile; size and flexibility; and during which corporate event it would make sense to use which debt instrument(s). Questions on types of debt may arise in interviews. Bond math questions – yield curve, price vs. yield relationship and credit premiums – will crop up within capital markets. Harry Cross Harry is Fitch Learning’s Head of Investment Management Certificate training and has over 20 years’ experience in the capital markets. Prior to joining Fitch Learning in 2007, he specialized in the fixed income markets, working as a trader and market maker, building an extensive knowledge of European, UK gilt and US bond markets. He has a strong background in formulating strategy and developing ideas for active trading and risk Harry also excels in delivering training programs covering trading, sales, asset and wealth management. During his time at Fitch Learning, he has delivered graduate programs to clients as diverse as investment banks, global asset managers, inter-dealer brokers and a prominent cash and derivatives broker-dealer. His training involves developing materials and delivering courses on a wide array of market related subjects and his background assists in making his courses relevant to the ‘real world’ practitioner. He has also published several works: The German Pfandbriefe and European Covered Bonds Market, in Fabozzi, F., (Editor), The Handbook of Finance, John Wiley & Sons Ltd (2008), The Gilt-Edged Market, with Moorad Choudhry, Butterworth-Heinemann (2003), Implications of e-Trading in Financial Markets, Journal of Bond Trading and Management, Volume 1 Issue 2, ( 2002). Fixed Income Q&A management. 171 Fixed Income Q&A Why would a corporate choose to raise finance via a debt issue as opposed to an equity issue? Debt has a number of advantages over equity as a source of finance: There is no dilution of shareholder control (debt holders have no voting rights) Debt finance is a cheaper source of finance compared to equity finance Debt holders face less risk than equity investors do and so require a lower rate of return. This is because interest is paid before dividends and the investors must be repaid at maturity. If the firm goes into liquidation, debt holders are paid before the shareholders receive anything. In most jurisdictions, interest is a tax-deductible expense (dividends are not) Issuance costs tend to be cheaper Because of these advantages, most corporations tend to have some debt as a form of permanent capital, refinancing their debt obligations as opposed to paying them off. What are the two main types of debt finance and what are their key features? The two main types of debt finance are: 1. Loans 2. Bonds When a company decides to go down the debt route, it must decide whether to access the loan markets (borrow directly from the banks) or the bond markets (borrow from the institutional investor base). In making this decision, an investment grade issuer will need to consider the characteristics of each market. The table below shows the typical characteristics the issuer would need to consider: 172 Typical loan Typical bond Size Any $250m + Maturity 3-5 years 3-50 years Interest Floating Fixed Repayment Flexible Bullet Ratings No Yes Regulation No Yes Disclosure Private Public Fixed Income Q&A What is a bilateral loan/syndicated loan/club deal? A bilateral loan is simply where a company borrows money from a single bank. This is a very quick and simple process and is often a company’s first foray into the debt market. A syndicated loan is a loan provided by a group of banks. From the company’s point of view, the obvious advantage of a syndicated loan is it can borrow much larger amounts. From the bank’s point of view, syndicating a loan reduces the bank’s risk exposure whilst retaining a relationship with the client. The lead bank or banks that arrange and structure the loan are the Mandated Lead Arrangers (MLAs). The MLA(s) will agree on the terms and conditions of the loan, i.e. amount, maturity, margin, fees, any covenants etc. They will also invite the other banks to participate in the loan. The participating banks do not get much say in the terms or pricing of the loan – the MLA simply offers them the opportunity to participate in the loan on the terms negotiated by the MLA. A club deal is similar to a syndicated loan in that a group of banks come together to lend the money. However, in this case it tends to be a much smaller group of existing relationship banks and they will work together when agreeing on the terms and conditions of the loan. There is no one bank acting as the MLA in a club deal. The banks that club together are of equal status. What are the advantages and disadvantages of loan finance? Advantages of loans Speed – key terms of a bank loan are set quickly and the funding facility can be in place within a matter of hours Administrative and legal costs are low – avoids marketing, arrangement and regulatory expenses involved in a bond issue There is no need to obtain a credit rating Flexible with regards to currencies, repayment and drawdown Confidential – private arrangement between lenders and borrower Relationship – easier for the borrower to negotiate a waiver or amendment with a syndicate of bankers than try to alter the terms of a bond Available to small firms Acquisition finance – flexibility good for the bid stage of an acquisition when price and timing may still be uncertain Disadvantages of loans Loan documentation can be more restrictive than in the bond market Maturities are typically limited to 3-5 years 173 Fixed Income Q&A What is a term loan? A term loan: May be drawn down in a single advance, or may be drawn in a number of separate advances during the availability period (usually 30 days). Any unused commitment at the end of the availability period is lost and is not available for drawing. Repayment of the loan happens in one of two ways. The first option is that repayment happens at maturity (called a bullet repayment), the second is that repayment is continuousbased on an agreed amortization schedule. As the loan is repaid, the commitment reduces and the funds cannot be redrawn. Bullet term loan borrowing structure Commitment $ Availability period Maturity Time Amount available Loan outstanding Uses of term loans Term loans are typically used for permanent capital requirements such as long-term financing of acquisitions or capital assets, such as property or equipment. 174 Fixed Income Q&A What is a revolving credit facility? Commitment made available for a fixed period and does not reduce until the final date. During the period, the facility can be fully or partly Drawn Repaid and/or Drawn again Commitment fees payable on un-drawn portion of revolving credit facility. Revolving credit facility borrowing structure Maturity Commitment $ Time Amount available Loan outstanding Uses of revolving credit facilities The nature of the revolving credit facility makes it highly flexible and therefore it is most useful when the timing and/or the amount of financing needed is uncertain. Revolving credit facilities are frequently used to fund working capital and as a backstop/standby facility for capital markets issuances. Revolving credit facilities are commonly used in acquisition finance as a bridge to more permanent finance, such as a term loan or a capital markets issue. 175 Fixed Income Q&A What is the interest rate on a loan based on? LIBOR + margin The pricing of a loan, i.e. the interest rate paid by the borrower, depends on interest rates and credit risk. The borrower will pay a spread or margin above a benchmark rate, typically LIBOR or EURIBOR. The margin depends mainly on credit quality and it is quite common for the loan agreement to include a grid which states the margin for various levels of credit quality. Rating AA A BBB BB Margin (bps) 35-55 60-90 100-200 250-400 Other key drivers influencing the size of the margin include: Tenor, i.e. duration of the loan Terms and conditions of the loan Existence of collateral Purpose of the loan Industry sector Seniority, i.e. the order of repayment in the event of bankruptcy State of the bank market Relationship – amount of ancillary business 176 Fixed Income Q&A What is LIBOR? LIBOR stands for the London Inter-Bank Offered Rate. This is the rate at which leading banks lend money to each other for a specified period in the London wholesale market. LIBOR is the primary benchmark for interest rates around the world and is a key reference rate for other loans. There is a LIBOR rate for ten currencies with 15 maturities quoted for each, ranging from overnight to 12 months. LIBOR is set at 11.00am London-time every business day by the British Bankers Association (BBA). The BBA will take the quotes submitted by a panel of 16 banks, remove the top four and bottom four values (to remove any outliers), and take an arithmetic average of the middle eight quotes. This creates the BBA LIBOR quote. Key rates include US dollar LIBOR and Euro LIBOR. What is EURIBOR? Euro Inter-Bank Offered Rate (EURIBOR) is a LIBOR rival, referring to the Euro LIBOR. The European Banking Federation in Brussels calculates this rate from spot lending rates in the Euro posted by a panel of the 57 most active banks in the Euro zone. The top and bottom 15% are eliminated and an average taken of the remaining quotes. The rate is set at 11.00am (CET) every business day. What is a covenant? Covenants are promises made by the borrower to the bank. The borrower may promise to do or not do certain things, and therefore covenants give comfort to the lender (i.e. bank) by imposing a discipline on the borrower. They: Enable the bank to monitor the borrower’s position Provide an early warning of financial difficulty and protect against deteriorating credit quality 177 Fixed Income Q&A Define the parameters within which the borrower may operate its business Preserve the ranking of the lender Manage the conflict between shareholders and creditors If the lender breaches its covenants, this would be a technical default and the bank may accelerate the loan (ask for their money back). Maintenance and incurrence covenants Financial covenants may be maintenance covenants or incurrence covenants. Maintenance – so-called because the issuer must maintain quarterly compliance or suffer technical default on the loan agreement. Incurrence – criteria must be met at the time of a pre-specified event, such as an acquisition, raising additional debt, paying a dividend etc. Who are the main credit rating agencies? The major credit rating agencies are: Standard & Poor’s Moody’s Fitch A credit rating is an independent opinion on the general creditworthiness of a borrower and their ability to service their debt obligations. Measuring credit risk is fundamental in the debt capital markets as the risk should determine the return that the lenders require on their investment. The higher the risk of default, the higher the interest the lender demands to compensate them for that risk. Why are credit ratings more important for bonds than for loans? In the loan markets, banks loan the cash and tend to perform their own risk analysis as opposed to relying on a public credit rating. This is because the banks have a relationship with the borrower and therefore have access to management and to internal information, accounts and forecasts so they are in a position to assess the risk of default. Bond investors do not have such a relationship with the borrower or access to internal information. They may not have the time to undertake extensive credit analysis every time they buy a bond. This is where the external ratings agencies come in – they will perform an independent assessment of the credit risk of a borrower. By assigning internationally recognized ratings to companies and to individual debt instruments, bond investors can understand the risk of default and compare the credit quality of borrowers from different sectors and from all around the world. Ratings are therefore more important in the bond markets than the loan markets, and there are many fund managers who cannot invest in non-rated bonds because of the risks that this poses. 178 Fixed Income Q&A What is the lowest investment-grade rating? The lowest rating for an investment grade bond is BBB-/Baa3. Moody’s S&P Fitch Description Investment grade Aaa AAA AAA Aa1 Aa2 Aa3 AA+ AA AA- AA+ AA AA- High quality. Strong capacity to service debt and repay principal A1 A2 A3 A+ A A- A+ A A- Strong payment capacity but susceptible to adverse changes in circumstances and economic conditions Baa1 Baa2 Baa3 BBB+ BBB BBB- BBB+ BBB BBB- Adequate payment capacity but this capacity could be weakened by adverse changes in circumstances Highest quality. Extremely strong capacity to make interest payments and repay principal Non-investment grade (‘Junk’ or High Yield) Ba1 Ba2 Ba3 BB+ BB BB- BB+ BB BB- Likely to fulfil obligations but major ongoing uncertainties or exposure to adverse changes in conditions could affect issuer’s ability to make timely payments of interest and principal B1 B2 B3 B+ B B- B+ B B- High-risk obligations. Greater vulnerability to default Caa CCC+ CCC CCC- CCC CC CC Highly speculative C C Highly speculative. No interest being paid or situation where bankruptcy petition filed but debt still being serviced D DDD DD D Ca D Currently identified vulnerability of default Default 179 Fixed Income Q&A What is a bond? A bond is simply an IOU – a piece of paper or contract declaring the borrower will pay back the principal on a specified future date (bullet repayment) or on a number of possible future dates. In the meantime, the borrower promises to pay a specified rate of interest which is typically a fixed rate. Hence, from an investor’s point of view, bonds are termed ‘fixed income’ investments. Historically, bonds were issued in ‘bearer’ form, i.e. the investor would receive a physical certificate similar to the one pictured below. Attached to the bond would be a number of detachable coupons. These coupons relate to a particular interest payment and hence, the interest on a bond is termed the ‘coupon rate’. The holder of the bond would submit the relevant coupon on the payment date and in return would receive the interest. These days, most bonds are registered in ‘book-entry’ form and merely exist as electronic entries on computers. Bond NV $1m Coupons (interest) A bond security differs from a loan in that it is a tradable instrument. The loan amount is broken down into smaller pieces and issued to a large number of investors who can then trade or sell on the bond to other investors. Also with a loan, the bank tends to maintain a relationship with the company it has lent to whereas in the bond market the company has no relationship with its investors (and if the bond is in bearer form the corporate may not even know who the investors are!). The investors in the bond markets tend to be domestic and foreign institutional investors such as pension funds, mutual funds and insurance companies, as opposed to banks. 180 Fixed Income Q&A What are the key features of a vanilla bond? Issuer The issuer of the bond is the entity borrowing the money. The interest rate the issuer will have to pay will depend on the creditworthiness of the issuer, as well as the structuring and terms of the bond. Nominal value Each bond has a fixed face value or nominal value. This is also referred to as the par value. This is the amount that the company promises to repay at maturity. The price an investor will pay for a bond is not necessarily the par value. In the example above, Toys R Us Inc. have a total bond issuance of $350m where each bond is for a nominal value of $1,000. Debt is often expressed relative to a par value of 100%. You can see in the Bloomberg screenshot that the issue price is 100. This indicates that the bond was issued for 100% of its par value, i.e. $1,000. If the issue price had been 98, this would imply the bond had been issued at 98% of its par value, i.e. at $980. Most bonds are structured such that they are issued at, or very close, to par. Whether the bond is issued at, or traded at a discount or a premium, will depend on how close the coupon rate is to current market rates and the investor’s required rate of return. Coupon As already mentioned, the coupon rate is the interest rate on the bond. The coupon is typically paid every six months (US markets) or twelve months (Eurobonds and some European markets), and is calculated as a fixed percentage of the nominal value. Hence, on the Toys R Us bond, the coupon would be 7.375% of $1,000, i.e. $73.75. 181 Fixed Income Q&A Maturity This is the date the bond will be repaid, i.e. when you will receive the par value. Typical cash flow profile of a bond The majority of bonds are of this type, with a fixed coupon and the principal paid entirely at maturity (bullet maturity). The advantage to a company of issuing a fixed coupon bond is they have eliminated interest rate risk. They know exactly what they will have to pay and when. They do not have to worry about what might happen to interest rates going forward and thus they can budget and prepare their cash flow forecasts accordingly. From an investor’s point of view, fixed income investments are attractive as they provide a steady stream of income and a known lump sum when the bond matures. What are the advantages and disadvantages of bonds? Advantages of issuing bonds Longer term maturities – 5-10 years easily placed, and up to 50 year maturities available Fixed interest payments – issuer knows the exact cost across the debt’s lifetime and can budget accordingly for the interest and principal repayments Fewer and less restrictive covenants than in the loan market Alternative investor base to banks Disadvantages of issuing bonds Minimum issue size of approximately $250m Public – increased market regulation and disclosure of information Issue costs more expensive than loan issue Can be a lengthy issue process 182 Fixed Income Q&A What is a floating rate note? These bonds pay interest at a variable rate and are known as floating rate notes (FRNs). The coupon tends to vary with some sort of benchmark rate, typically LIBOR. The rate of interest payable varies from one payment date to the next because of changes in the benchmark rate of interest. The Citigroup bond delivers cash flows quarterly and has a coupon formula equal to the three month LIBOR + 20bps (0.20%). Banks and other financial institutions typically issue FRNs to bring their funding in line with their assets (floating rate loans). This is known as asset-liability matching. 183 Fixed Income Q&A What is an index-linked bond? Similar to floating-rate notes, the coupon on an index-linked bond varies over time. In this case, the coupons are linked to some sort of price index such as the Retail Price Index (RPI) or Consumer Price Index (CPI). From an investor’s point of view this builds in a form of protection against inflation risk as the bond’s cash flows are adjusted to ensure the holder receives a real rate of return. Index-linked bonds are usually associated with longer dated securities. Typical issuers: Governments Utilities sector – whose revenues may be contractually linked to inflation What is a callable bond? A callable bond is one which gives the issuer the right to buy the bond back prior to its stated maturity date, i.e. redeem the bond early. Why would an issuer choose to repay a bond early? They would typically do so if interest rates have fallen or their credit rating has improved and they can refinance at a lower coupon rate. This is advantageous for the issuer and therefore a callable bond will typically carry a higher coupon rate to compensate the investor for the possibility of early redemption of their bond. Typically, when bonds are called, they are redeemed at a premium to par. What is a putable bond? A corporate bond may be issued with a put provision. In this case, it is the bondholder who has the right to sell the bond back to the issuer at a specified price, i.e. ask for early redemption. Why would a bondholder choose to redeem their investment earlier than at maturity? They would do so if interest rates have risen or the credit spread widened and the investor can use the money to invest in new bonds yielding a higher rate. As this is to the investor’s advantage, a putable bond should offer a lower coupon rate than a straight bond without the put feature. What is a convertible bond? A convertible bond is a bond where the investor can either receive their principal or instead receive a specified number of shares. From an investor’s point of view, this is an attractive investment as it allows investors to benefit if the equity price of the company rises. From the company’s point of view, convertible bonds are attractive as investors value the conversion right and so the company can pay a much lower coupon on the bond. The more valuable the conversion option, the lower the coupon rate. 184 Fixed Income Q&A What is a Eurobond? An international bond/Eurobond is a bond issued in a non-domestic currency. For example, any non-sterling denominated bond issued in London, or any non-dollar bond issued in the US is an international bond. A dollar borrowed outside the US is commonly known as a Eurodollar. Yen borrowed outside of Japan is called Euroyen borrowings. The term Eurobond is historical and has nothing to do with the Euro currency or Europe. Confusingly, Eurobonds do not have to be denominated in Euros and syndicates of dealers in several countries all around the world often issue and trade in them. Commonly, Eurobonds are issued in the currency and country where the issuer finds it cheapest to raise the finance. They are then swapped into the currency the issuer wants. How would you determine the coupon on a bond? At issue, bonds will typically be priced close to par and therefore pay a coupon rate which reflects the yield required by investors under current market conditions. The coupon on the bond is set by reference to a government bond of the same maturity at the time of issue and then adding a spread to take into account the additional credit risk (risk of default) of a corporate bond vs. a government bond. The general market conditions and the liquidity of the issue will have an influence on the spread. What is a high yield bond? High yield bonds are bonds that have a credit rating below BBB-/Baa3. As there is a higher risk of default, these bonds will typically pay higher interest to compensate investors for the increased credit risk. Investors will also demand protection in the form of more restrictive covenants relative to the investment-grade market. The table shows typical features of the high-yield loan and bond markets: All in cost (market dependant) Flexibility Minimum amount Term/maturity Public rating Ranking Covenants HY loans HY bonds L + 350bps Mid-swaps + 450bps Ability to delay drawdown and repay None Max amount limited by EBITDA multiple 3-10 years None needed Senior secured Onerous financial Maintenance Incurrence Non-financial Information covenants Negative pledge Cross default Restriction on indebtedness Quarterly covenant testing Low (call protection common) $100m 5-10 years Yes Subordinated unsecured Financial Incurrence Non-financial Negative pledge Restrictions on indebtedness 185 Fixed Income Q&A What is PIK? Most bonds pay a coupon during the life of the bond and the nominal value is repaid at redemption. Zero-coupon bonds are issued at a discount to the nominal or par value. No interest is paid during the life of the bond, but it is paid at redemption when the bond is redeemed at par. PIK bonds are similar to zero-coupon bonds; however, they are not normally issued at a discount. Instead the interest (or part of the interest) due on the bond, accrues over the life of the bond and is paid at redemption along with the nominal value. What is the Yield to Maturity (YTM)? This is also called the gross redemption yield and is also the IRR (internal rate of return.) The YTM represents the total return achieved from a bond assuming it is held to redemption. It therefore takes account of: Coupons received Coupons re-invested (assuming no re-investment rate risk) Capital gain/loss on redemption The YTM is simply the discount rate that equates the price of a bond to the present value of its future cash flows. YTM is the return the investor receives if they: Buy the bond at its current price and hold it until redemption Invest all of the coupons at the same rate It is a weighted average of the spot rates applied to each cash flow. In the example below (9% coupon, redeemable in three years, current price 93.35) the yield to maturity of the three year bond is 11.76% p.a. Coupon Value = 93.35 9 (1.1176) = 8.05 Coupon 9 (1.1176)2 = 7.22 Interest/flat/income yield The return the holder receives on their investment in terms of coupons only: Flat yield = 186 Coupon amount Clean price Coupon + Par 109 (1.1176)3 = 78.08 Fixed Income Q&A Simple or Japanese yield This is a naïve version of YTM; it ignores the time value of money: Coupon + (Nominal value - Clean price) Time to redemption Clean price Simple YTM = What is the difference between a clean and dirty price? Bond prices in the market are calculated using the assumption that there is a whole number of coupon payment periods remaining. When the bond trade is settled, the additional amount added for accrued interest is calculated by dividing the coupon payment period as follows: Next coupon Last coupon Whole coupon period Fractional period (w) = 1 - AI Interest earned by seller Interest earned by buyer Where: AI = Accrued interest No. of days from last coupon to settlement date No .of days in the coupon period 187 Fixed Income Q&A What is duration? Duration is a measure that reveals how sensitive a bond is to interest rate changes. Duration (also known as Macaulay duration or the economic life of a bond) is the weighted average maturity of a bond, where the weights are the relative discounted cash flows in each period. In other words: Duration = ∑ Present value of cash flow x time to cash flow ∑ Present value of cash flow Duration is expressed in years. The higher the duration, the more sensitive the bond’s price. Duration is a relative measure. It enables us to determine the riskiest bond from a list of bonds, i.e. a bond with a duration of 4.37 years will be more sensitive to changes in interest rates than a bond with a duration of three years. However, it does not quantify the sensitivity. To achieve this, Modified duration is required. The modified duration of a bond estimates how much a bond’s price will change if there is a change in interest rates/yields. Modified duration can be calculated using the following formula: Modified duration = D (1 + r) Where D is the bond’s duration and r is the present yield. 188 Fixed Income Q&A Applying the formula to the example considered earlier: The modified duration of a bond with a duration of 4.37, and a yield of 8pct: Modified duration = D (1 + r) = 4.37 1.08 = 4.05 This is how much the bond’s price will change for a 1% change in interest rates. What is a yield curve? The spot rate is the current interest rate for a given maturity. The yield (spot rate) offered by bonds varies according to their maturity dates. The yield curve (or ‘term structure of interest rates’) illustrates the relationship between maturity dates and yields. The yield curve for a particular bond market is the result of plotting the yields offered on varying bonds against the maturities of those bonds. There are three theories that attempt to justify the shape of the yield curve: Liquidity preference theory – this only explains upward or normal yield curves. It is based on the assumption that longer dated bonds are more risky than near dated bonds. For this reason investors will require a higher rate of interest for a longer loan. If the market believes that short-term rates are due to rise, one would expect the curve to assume an upward slope. Market segmentation theory – the premise here is that the market is made up of many different components. Each component is a market in its own right with its own supply and demand forces. The yield curve's overall shape is the sum of the different conditions in each segment. Pure expectations theory – this states that 'the long-term rate is a geometric average of expected future short-term rates (forward rates)'. A forward rate is an expected future interest rate, i.e. the six months rate in a year from now. It can be seen as the future interest rate inferred from the term structure of the yield curve. In other words, if the market thinks short-term rates are going to increase, long-term rates will increase. Alternatively, if the view is that short-term rates will fall, longer-dated yields will come down. 189 Fixed Income Q&A What is an assetbacked security? An asset-backed security (ABS) is a financial instrument secured by a pool of underlying assets such as property, loans or credit-card receivables. They are often issued by companies specially created for the purpose called Special Purpose Vehicles (SPVs). This enables the issuing company to be a separate legal entity from the original owner of the underlying assets, leaving the SPV unaffected by any bankruptcy risk in the original owner. These instruments are often called ‘pass-through securities’ as the cash flows from the pool of underlying assets, e.g. rental income on property or interest on loans, pass through the SPV and are distributed on a pro-rata basis to the holders of the ABS. In other words, the cash flows from the underlying assets have been securitized. Where the cash flows from the pool of underlying assets is distributed between several varying classes of bonds, each class of bond is known as a tranche. This process of 'tranching' has the effect of spreading the prepayment risk (the risk of early redemption). An additional tranche, known as a 'Z bond', pays no interest in the early years and has a long average life. The most common types of ABSs are: 190 Collateralized bond obligations (CBOs) Collateralized debt obligations (CDOs) Mortgage-backed securities (MBSs) Collateralized loan obligations (CLOs) Fixed Income Q&A Collateralized bond obligations (CBOs) A collateralized bond obligation (CBO) is an investment-grade bond (i.e. highly rated bond) backed by a pool of high yielding bonds (i.e. ‘junk’ bonds). High yield bonds are usually not investment grade, but because several types of credit quality bonds are pooled together, the risk is managed to ensure the majority of the CBO securities are ‘investment grade’. (Well, that’s the theory anyway!) Collateralized loan obligations (CLOs) A collateralized loan obligation (CLO) is similar in structure to a CBO, except that the pool of underlying assets are corporate and bank loans rather than bonds. Mortgage-backed securities (MBSs) A mortgage-backed security (MBS) is, simpler in structure to a CBO except that the pool of underlying assets are home loans. They are used by retail banks to securitize the cash flows from mortgages that would otherwise be receivable over normally, a 25 year term. Collateralized debt obligations (CDOs) A collateralized debt obligation (CDO) is a security secured by the cash flows from a pool of bonds, loans, and other assets. CDOs do not specialize in one type of debt. CDOs are similar in structure to a CBO and CLO but unique in that CDOs represent different types of debt and credit risk. 191 Fixed Income Q&A 192 Derivatives Q&A Introduction Clients are exposed to risk. Bankers can provide advisory services to hedge out this risk. Client-facing bankers such as corporate bankers, equities and fixed income specialists will need a keen understanding of the key derivative products – how these products work and what drives their pricing. 12 You should have a working knowledge of the key derivative products (options, futures, forwards and swaps), how they price and how clients can use them. This knowledge will be relevant if you are working in: Fixed income Equities Derivatives Corporate banking Investment bankers should have sufficient knowledge so that they can recognize cross-selling opportunities within the bank. Many M&A transactions will introduce significant risk to the client. Some of these risks could be effectively hedged through the use of derivatives. Derivatives can also be used for speculation and arbitrage. Rob has been working as a financial trainer for the last 13 years and has developed and delivered innovative, participative and enjoyable training courses predominantly to the investment banking, markets and wealth management communities. His role as a trainer has enabled him to travel the world teaching in all of the world’s major financial centers. He is considered a pre-eminent practitioner with the ability to design and execute programs for every audience – from new industry joiners to top-level management. Rob’s subject portfolio encompasses equity and debt products, derivatives, investment management, valuation and financial modeling. At Fitch Learning, Rob is responsible for developing and implementing a range of training courses particularly with an investment banking and sales and trading focus. This includes leading graduate programs for our investment banking clients and blue chip organizations. Before becoming a financial tutor Rob studied computing science at college and joined Cargill plc as a trainee accountant. After qualifying as an accountant, he held various positions within Cargill and was the Financial Accountant for the UK when he left to start working in the training sector. Derivatives Q&A Rob Woods 193 Derivatives Q&A What is the difference between cash and derivatives securities? Equities and bonds are cash securities, i.e. tradable pieces of paper. Derivatives are agreements in which price and value are derived from something else (a cash security or otherwise). Instruments Derivatives Cash securities Equities Bonds Futures “I will” Options “I may” Swaps “Let’s swap cash flows” What is the difference between OTC and H[FKDQJHtraded? Exchange Standardized Liquid Centrally cleared Heavily regulated Few products Volumes known Professional and retail market 194 OTC Generally bespoke Generally less liquid Generally no clearing house (but changing) Lightly regulated Product proliferation Volumes not known aside from surveys (e.g. BIS) Professional market Derivatives Q&A What is a future? A future is simply an agreement (or contract) between two parties, where one party agrees to buy something in the future, and the other party agrees to do the opposite and sell. The terms and conditions of the future transaction (i.e. price, size, quality etc.) are agreed now. Note that in futures contracts nothing is bought (or sold) today. It is the terms and conditions that are fixed today regarding a transaction to be completed in the future. Futures jargon The underlying asset The underlying asset drives the value of the future. It is often referred to as simply the underlying or cash asset. Futures are derived from numerous assets. For example, an investor can trade futures on such diverse cash assets as gilts, currencies and orange juice. The long The long position with a future is the future buyer of the underlying asset. The long has agreed to buy the underlying asset on a future date. For example, if an investor is long June bond futures at $98, he has agreed to buy bonds in June for $98 each. With a future this is a binding contract. Once agreed, the long has an obligation to meet the terms set out in the contract, i.e. he must buy the bonds for $98 in June. The short The short position with a future is the future seller of the underlying asset. The short has agreed to sell the underlying asset on a future date. For example, if an investor is short June bond futures at $98, he has agreed to sell bonds in June for $98 each. Again with a future this is a binding contract. Once agreed, the short has an obligation to meet the terms set out in the contract, i.e. he must sell the bonds for $98 in June. Price agreed today By fixing the price, the instrument provides certainty about prices in the future. The long knows how much he will pay for the underlying asset, and the short knows how much they will receive for the underlying asset. Remember, once the contract is made, it is binding on the parties. It no longer matters what happens to the price of the underlying asset, the price at which delivery will be taken or made is set in the terms of the contract. 195 Derivatives Q&A Note the future is a contract. No money is paid on the agreement; it is only paid on the future delivery date. Delivery date This is the date on which the agreed transaction takes place. It represents the end of the future's life. Fair value The fair value of a future is a theoretical value of the future. It is based on the theory that if you were to enter into a long future position on wheat for delivery in three months, there is always another alternative. That alternative to entering into a future contract is to buy the wheat today and hold it in a warehouse for three months. However, buying the wheat today incurs extra costs above the price of the asset. These costs are referred to as the cost of carry. The cost of carry is comprised of the following: Interest rate cost Storage Insurance Interest rates Buying the wheat today means spending money today. Remember, with a future you do not have to pay until the future date. By buying the wheat today you need to borrow money (paying extra in interest) or spend your own money (losing the interest on your deposits). For this reason, we have to add the cost of interest to the price of the asset on the market. Storage and insurance Once we have bought the asset, assuming that the asset is a physical asset such as wheat, we will need somewhere to store it until the future date. This adds to the cost of buying the asset today. We also need to protect it from harm, so insurance adds further to the cost. To demonstrate how fair value is calculated; consider a three month future on one tonne of wheat. Assume that interest rates are currently 6% and storage and insurance costs amount to 80c per tonne, per month. The price of wheat today (cash or spot) $65 / tonne Delivery date three months Fair value of future = Cash price of the underlying + Costs of carry Cost of 3 month’s foregone interest ($65x6%x3/ 12) = $0.97 Buy wheat today at $65 per tonne Theoretical fair value = $65 + $0.97 + for 3 month delivery $2.40 = $68.37 196 Storage and insurance cost for 3 months 80c x 3 months = $2.40 Derivatives Q&A How are futures used in practice? There are three main uses of futures contracts: Speculation Hedging Arbitrage Speculation Speculation means taking on risk in order to make a profit. Unfortunately, by taking on risk, there is also the potential to lose money as well. Speculation is, essentially, like gambling. Futures are used by investors to speculate on the price movements of the underlying asset. Example: An investor has decided to stake some money on a speculative futures position. A news report has suggested that there may be a shortage of wheat in months to come. She therefore decides to place an 'up bet' on the price of wheat. She does this by buying a wheat future at $100 per tonne. She is said to be bullish as she is expecting prices to rise. The next day, she hears that the price of wheat (in the cash market) has risen. This has the effect of increasing the price of wheat futures to $120 per tonne. The investor has the choice of keeping her position open in the hope the price will rise even further, or closing out her position, by selling wheat futures at $120 and thus realizing a profit of $20 per tonne. Note that, if the price of the wheat futures had fallen to $60 when she closed out, she would have lost $40 per tonne. Had she thought prices would fall (i.e. had she been bearish), she would have placed an opening trade of selling the future, making profits as prices fell. Speculation is done by investors who have no real interest in the underlying asset. Speculators are taking a position on the price of an underlying asset and hope that their belief as to whether the price will rise, or fall is proved correct. Hedging Unlike speculation, hedging is not a money-making exercise. Hedging is used by people who have a genuine interest in the underlying asset but want to remove the uncertainty (risk) of potential price movements. A short hedge is used to remove the uncertainty of owning an asset, i.e. being long the underlying. The risk associated with owning an asset is that by the time you want to sell it the price will have fallen. Example: A farmer produces barley at a cost of $60 per tonne. By the time he comes to sell it, the price of barley may have decreased (or increased). If the farmer can sell barley at more than $60 per tonne, a profit is made. If the price drops below $60, a loss is incurred. 197 Derivatives Q&A Profit 60 Purchase price per tonne $60 Loss Prices falling Prices rising Notice that the profit profile of being long the cash asset is the same as the profile for a long futures position, i.e. the farmer will make a profit if the price of barley increases above $60 per tonne but make a loss if it falls below. The risk of falling barley prices can be offset by taking an opposite position in the futures market, i.e. long cash barley, short barley futures. For example, if the farmer sells barley futures (available on NYSE.liffe) at, say, $75 per tonne, any losses made on the cash barley should the price drop will be offset by profits made on the short futures position. Short future at $75 per tonne Long cash at $60 per tonne Overall profit of $15 per tonne Profit Loss 60 75 Eg 1 Eg 3 Prices falling Prices rising Eg 3 Regardless of the price of barley when the farmer comes to sell it, he will make a profit of $15 per tonne. Example 1: If the price of barley were to be $60 per tonne on sale day, $nil will be made on the underlying but $15 will be made on the short future. Example 2: If the price of barley were $70 on sale day, $10 profit would be made on the cash asset and $5 on the short future. A total of $15. Example 3: If the price of barley were $75 on sale day, $15 profit would be made on the cash asset and $nil on the future. No matter what happens to the price of barley in the cash market, the farmer has locked-in a profit of $15. A person who is long the underlying is concerned about prices falling. 198 Derivatives Q&A Long underlying/Short futures = Short hedge Selling futures on the underlying asset protects against falling prices. The hedge takes its name from the futures position. Arbitrage Arbitrage is the process whereby an investor (usually a market professional) makes a risk-free profit by exploiting anomalies and inconsistencies in the prices between two related but different markets. For example, as cars are (allegedly) cheaper in the rest of Europe than in the UK, someone can buy a car in France and sell it immediately in the UK for a profit. By exploiting the inconsistencies between motor car prices in different markets, a quick profit can be made. The same principle is used when arbitraging between a cash asset and its derivative. Of course, when arbitraging financial instruments, only the fastest will be able to exploit the arbitrage opportunity. It does not take long for everyone in the market to spot the arbitrage opportunity and the two prices are very quickly brought back into line with one another again. What is basis? Basis quantifies the difference between the cash price of the underlying asset and the futures price. What is the difference between contango and backwardation? Contango means that basis is negative, i.e. the cash price is less than the price of the future. As the future's price indicates the costs of carry, basis is usually negative and the market is described as contango. Negative basis is the norm when there is adequate supply, i.e. 'far' prices (future prices) are higher than 'near' prices (spot prices). Another term for contango is premium. Backwardation means that basis is positive, i.e. the cash price is greater than the price of the future. This might occur for example, if there were a temporary shortage of the underlying, which would push up the cash/spot price today and produce a back market. Backwardation can also occur where there is an overall benefit of carry rather than a cost of carry. This could arise where the dividend yield on an equity or equity index is above interest rates. Another term for backwardation is discount. 199 Derivatives Q&A What is a forward contract? A 'forward' is a deal between two parties not dealt on an exchange (i.e. an over the counter or OTC transaction). Futures and forwards are therefore similar products in that both enable something to happen at some time in the future on terms agreed today. The key difference is that futures contracts are exchange- traded. The main advantage of forwards (over futures) is that they offer a high degree of flexibility to the parties involved, allowing them to set any contract specifications that are mutually acceptable. The main disadvantage of forwards is direct counterparty risk with the opposite side of the trade. There is no central counterparty or collateral payment, so the credit worthiness of both counterparties is extremely important. A second problem is that they are not tradable, so it is difficult to value them and price information is not always available. Common examples of OTC deals include: Forward rate agreements: a forward applied to interest rates Swaps: a forward applied to the exchange of one series of future cash flows for another What is a futures contract? A futures contract is an agreement to buy or sell a specified quantity of a specified asset on a specified future date at a price agreed today. The terms and conditions of a futures contract are specified/standardized. This is because futures are traded on derivative exchanges around the world. Standardizing the terms and conditions of a contract allows a person to sell their future on to someone else, and hence provides liquidity to the market. Standardized terms are known as contract specifications. The price of the future is never standardized. The price does however form part of the total agreement and so is a feature or component of a futures contract. What is a long position on a future? The long position describes the buyer of a future. Note that the buyer of a future is not buying anything now. Instead, they agree to buy the underlying asset in the future. In other words, the long agrees to take delivery of the underlying asset in the future. The long hopes that the price of the underlying asset will rise. The long futures position makes money in a rising market but loses money in a falling market. 200 Derivatives Q&A What is a short position on a future? The short position describes the seller of the future. Note that the seller of a future is not selling anything now. Instead, they have agreed to sell the underlying asset in the future. In other words, the seller has agreed to make delivery of the underlying asset in the future. The short hopes that the price of the underlying asset will fall. The short position makes money in a falling market. Profit 500 Loss Prices falling Prices rising How does a future settle? The buyer of a futures contract has two choices: To old the future to expiry and then take delivery of the underlying (if physically deliverable) To sell the future before the expiry date. This is known as the closing out position Closing out is achieved by entering into a second equal, but opposite contract in order to offset the terms and conditions of the first. Hence, a buyer of a future who has made an opening purchase (created an obligation to take delivery of an asset at a future date), closes out by making a closing sale (creating an obligation to make delivery of an identical asset at the same future date). Equally, an opening sale is closed out by a closing purchase. 201 Derivatives Q&A How can a future be used to hedge? Futures, like the S&P 500 future, can be used to hedge portfolios of US equities against adverse market movements. The number of contracts required is known as the hedging ratio. Example: A fund manager has a portfolio of major US stocks worth $200m and is worried that the market may fall and reduce its value: Portfolio (extract) GE Microsoft Exxon Mobil Pfizer val $200m 120,000 100,000 130,000 150,000 In order to gain some protection, the fund manager constructs a short hedge, by selling S&P 500 futures. Profit 500 Loss S&P 500 falling S&P 500 rising So as the S&P falls, the loss in value of the portfolio is off-set or hedged against the gains arising from the short position of the future. There are two questions: Which delivery month? Generally speaking the most liquid month is the nearest delivery date. So if it were November when the fund manager decided to construct the hedge, the December future would be used. How many contracts? The contract size of the S&P 500 future is $25 per point. This means that if the December future were trading at 1,300.00, then its equivalent would be $325,000.00 worth of the S&P 500 constituent shares. The number of contracts the fund manager’s hedge needs is: 202 Derivatives Q&A What is an option? An option gives the buyer the right (not the obligation) to buy or sell an underlying asset at a fixed price on, or before, a given date in the future. Only the seller of an option has a potential obligation while the buyer has a choice. With futures, both the buyer and seller have an obligation. The buyer of an option pays a premium to the seller. There is no premium paid when buying futures. Confers rights Pays premium Buyer Holder Long Has rights Seller Writer Short Has obligations (if the buyer exercises their rights) Option jargon Call option – an option that gives the holder the right to buy the underlying asset. Put option – an option that gives the holder the right to sell the underlying asset. Exercise (or strike) price – the price at which the option specifies the underlying asset may be bought (or sold). Atthemoney (ATM) – a call option whose strike price is the same as the underlying's current trading price. Inthemoney (ITM) – a call option whose strike price is below the underlying's current trading price. Outofthemoney (OTM) – a call option whose strike price is above the underlying's current trading price. Premium – options are not free, they must be paid for. The price paid for an option is called the premium. The holder – the term used to describe the buyer of an option – also referred to as the long position. The writer – the term used to describe the seller of an option – also called the short position. Expiry date – the rights granted by an option do not last forever. The expiry date is the last day of the option's life. European style – options that may be exercised on their expiry date only. American style – options that may be exercised at any time during their lives, up to and including the expiry date. Gearing – the extent to which an investment's value can move relative to a percentage change in the underlying. Options are highly geared. 203 Derivatives Q&A What are the basic option positions? There are four basic option positions: Long a call option – the right to buy the underlying Short a call option – a potential obligation to sell the underlying Long a put option – the right to sell the underlying Short a put option – a potential obligation to buy the underlying It is important to note that the following profit and loss profiles all represent uncovered (or naked) positions. In other words, the holder or writer in question does not actually own the underlying asset. For the sake of simplicity, in considering profit and loss profiles, assume that the options are all European style and therefore can only be exercised on the expiry date. A long call In this situation, the buyer pays a premium and is granted the right to buy the underlying asset on expiry if they wish. The higher the price of the underlying, the more profit the buyer will make. Buying call options is a bullish strategy. The maximum profit for the buyer is unlimited. The maximum loss for the buyer is the premium. Example: An investor buys a 100 (The strike price) call (the right to buy) paying a 10p premium. A long call position is a bullish strategy. It makes money in a rising market. The breakeven point on the option is when the underlying share price has rising sufficiently above the strike price to cover the premium cost. Strike price = 100 Underlying share price at expiry Profit 110 Premium Loss 100 10 Option abandoned Breakeven = strike (100) + premium (10) Option exercised A short call In this situation, the seller receives a premium and is required to sell the underlying asset on expiry if the buyer requires. The higher the price of the underlying, the more loss the seller will make. Writing call options is a bearish strategy. The maximum profit for the seller is the premium. The maximum loss for the seller is unlimited. 204 Derivatives Q&A Example: An investor sells a 100 call option receiving a premium of 10p. A short call position is a bearish/neutral strategy. The writer keeps the premium if the market falls. Strike price = 100 Premium Breakeven = strike (100) + premium (10) Profit 10 100 Underlying share price at expiry 110 Loss Option abandoned Option exercised A long put In this situation, the buyer pays a premium and is granted the right to sell the underlying asset on expiry if they wish. The lower the price of the underlying, the more profit the buyer will make. Buying put options is a bearish strategy. The maximum profit for the buyer is the strike price less the premium paid. The maximum loss for the buyer is the premium Example: An investor buys a 200 put paying a premium of 60p. A long put option is a bearish strategy. You make money in a falling market. 205 Derivatives Q&A A short put In this situation, the seller receives a premium and is required to buy the underlying asset on expiry if the buyer requires. The lower the price of the underlying, the more loss the seller will make. Writing put options is a bullish strategy. The maximum profit for the seller is the premium. The maximum loss for the seller is the strike price less the premium. What drives the price of an option? The price of an option, the premium, is the amount the holder pays to the writer for the option. For some types of option the premium is paid when the option is purchased, this is described as 'upfront'. For other options, the premium is paid on expiry or exercise – this is described as 'on-close'. The premium of an option is made up of intrinsic value and time value: Intrinsic value The intrinsic value is the obvious value of the option. It is the inherent value a particular option has, were it to be exercised now. For a call option this would be the price of the share, less the strike price. The logic being, if the share price (the price you can sell for) is above the strike price (the price you can buy for), the option has intrinsic value. 206 Derivatives Q&A For a put option this would be the strike price less the price of the share. The logic is the same but now the strike price is the price you sell for and the share price is the price you buy for. It is important to point out that intrinsic value can never be less than zero. Time value Time value is the amount over and above the intrinsic value that an investor will pay, to buy an option because of what might happen to the price of the underlying between now, and the end of the life of the option. An option with a long time to expiry will have a considerable element of time value incorporated into its price. The longer the period, the higher the time value, as the more time there is for the price of the underlying to change. If an option was trading at a premium of 25 cents, and the intrinsic value was 15 cents (in the money), then the time value would be 10 cents. What factors influence the time value of an option? Examples of factors that impact on option premiums include: Volatility of the price of the underlying asset Interest rates Dividend yields The remaining life of the option Each of these also has a sensitivity measure – referred to as the option Greeks – that tells us by how much the option's premium will be affected by a movement in these factors: Volatility of the price of the underlying asset The more volatile the price of the underlying asset, the higher the time value (and therefore premiums) of a call and put option. Vega measures the sensitivity of an option premium relative to a change in the volatility of the price of the underlying. Interest rates (equity options only) Movements in interest rates will have different effects on call and put options. The following effects are most apparent for options with premiums paid upfront. 207 Derivatives Q&A Call options If interest rates rise, the time value of call options will increase and the premium will rise. Consider a call option as a deferred/delayed purchase of the underlying. When interest rates rise, investors will be keen to defer the purchase of the underlying, and instead put their money in the bank to earn a high rate of interest. As a result, call options become more attractive to investors who wish to expose themselves to rising prices without actually having to buy the underlying asset. Time value therefore increases and the premium on the call option rises. The opposite is true when interest rates fall. Put options When interest rates rise, the time value of put options decreases. Consider a put option as a deferred/delayed sale of the underlying. If interest rates go up, investors are less likely to want to delay the sale of the underlying asset as this delays paying the cash into the bank and earning a high rate of interest. Put options therefore become less attractive when interest rates rise and so time value decreases and the option premium falls. The opposite is true when interest rates fall. Rho measures the sensitivity of an option premium relative to a change in the interest rate. Dividends (equity options only) Changes to a company's dividend policy will have different effects on calls and puts. Call options If dividends increase, the time value of equity call options will decrease (and vice versa). The holder of a call will not receive the dividends on the shares. If dividends rise it becomes more attractive to buy the share than to delay the purchase. Call options, therefore, fall in value when dividends rise. Put options If dividends increase, the time value of put options will rise. As put options defer the sale of a share, when a company announces an increase in dividends, put options become more attractive (as the holder can retain the share and receive the increased dividends) and therefore the premium increases. Remaining life of the option The longer an option has to expiry, the higher the time value of the option. This is because there will be more time for the price of the underlying to change. As the life of an option passes, therefore, its time value decreases. However, time value does not decrease in a linear fashion. The closer the option is to expiry, the faster the time value will decay. This can be illustrated graphically: 208 Derivatives Q&A As a consequence of time value decay, we would expect longer-dated options to be higher priced than shorter-dated options (assuming the same underlying with the same strike). Note: time decay works against the holder and therefore operates to the advantage of the writer. That is, if all other things remain stable, a writer of a call/put will be able to close their position out by buying at a lower price than they originally sold for. Theta measures the sensitivity of an option premium relative to a change in the remaining life of the option. What is an interest rate swap? Interest rate swaps (IRSs) are agreements between two people to exchange or swap payments on loans. They are sometimes described as 'agreements to swap cash flows' or coupon swaps. A specific example of a coupon swap is a vanilla swap, which is created where two parties swap a fixed rate of interest and a floating rate. It is because of the different methods of borrowing that IRSs are useful. A company may either borrow money at fixed or variable rates; it would borrow fixed if it thought rates were going up and variable if it thought they were about to fall. An interest rate swap will allow the company to change borrowing styles part way through the term of the original loan. The standard form of an interest rate swap is BBAIRS (British Bankers' Association Interest Rate Swap). Example: Consider a five year, three month borrowing facility. The five years are split into three month periods – at the beginning of each period, the LIBOR rate for three months is set and applied to the loan. At the end of each period, the interest is paid and a new LIBOR rate is set for the next three month period. This is known as the reset date. The term of the swap is defined by two dates, the effective date (the date from which interest starts to accrue), and the termination date (the end of the swap). A company with such a facility may approach another institution and arrange an interest rate swap. The institution would agree to pay LIBOR to the company at the end of each three month period, in exchange for interest payments from the company at a fixed rate. 209 Derivatives Q&A In the diagram you can see the company has swapped three month LIBOR payments for a fixed rate of 6.32% pa, say. The company's net outgoings are simply 6.32 pct over the year, as the LIBORs cancel out. The swap institution will bear the risk of the company not honoring its obligations. What is a cross currency swap? Currency swaps allow a company to raise funds in one currency and convert them into another currency. Unlike an interest rate swap in a currency swap, the notional principal actually changes hands at the beginning of the swap and payments are made without netting. Example: The company then approaches a swap bank and swaps the $1.5m (at an exchange rate of $1.5:£1 and receives £1m for three years at an interest rate of 6%. 2 Company A 3 4 1 A company raises $1.5m from a third party. This loan will pay a fixed rate of 5% over three years Over the next three years, Company A pays the swap institution 6% x £1m and receives 5% x $1.5m from the swap institution. This amount is then used to service the interest to the third party Swap Institution Interest payments made at 5% x $1.5m 5 The overall impact on the company is that it has raised £1m over three years at a rate of 6% Third party investor A company raises $1.5m from a third party, paying a fixed rate of 5% p.a. over a three year term. The company then approaches a swap bank and swaps the $1.5m (at an exchange rate of $1.5:£1), receiving £1m for three years at a rate of 6%. Over the following three years, the company pays the swap institution 6% x £1m and receives 5% x $1.5m. At the end of the three year period, the swap is reversed and the company uses the $1.5m from the swap bank to repay the third party. The overall effect on the company is that it has raised £1m sterling over three years at a rate of 6%. 210 Derivatives Q&A What is an equity swap? Entering into the equity market comes with various additional costs, such as commissions, charges and tax. An investor can gain exposure to the returns on the equity markets without incurring these additional costs by entering into an equity swap. The swap would work as follows… …if for example, an investor has a certain amount of money that she wishes to use to gain equity exposure, she could place the money on deposit and enter into an equity swap. Essentially she will forgo the interest on the deposit and in return, get the return on an equity (or basket of equities). Equity leg Index basket/ individual equities Equity return LIBOR + Bank XYZ payer Interest leg Investor The swap will involve the investor paying a rate of return, usually linked to LIBOR, on the deposit in exchange for the percentage change in the chosen equity. The chosen equity could be an individual share, a basket of shares put together specifically for the swap, or shares representing an established index. What is a credit default swap? Credit default swaps have the same effect as shorting a bond. The buyer (investor) of the swap gains if the bond decreases in value, but if the bond increases in value, the buyer must pay the increase to the swap bank. The buyer of a credit default swap pays a premium to the swap bank and in return will receive a cash payment, should a default event occur. For all practical purposes, credit default swaps are regarded as option contracts. 211 Derivatives Q&A What is a structured product? Structured products are a combination of a security and a derivative – typically an option. They have a fixed life at the end of which payments to the investor will be made. The most common structured products are: Callable/putable bonds Convertible bonds Index linked bonds Commodity linked bonds Callable/putable bonds A callable bond is a standard bond issued by a company or investment bank with a call provision attached to it. The call provision entitles the issuer to buy back the bond (repay the loan) early. Like any call option, the exercise price and the date will be specified in the investment. A putable bond is a very similar investment. However, a put provision entitles the holder of the bond to sell back the bond (demand repayment) early. Convertible bonds With convertible bonds, the bond effectively becomes an option on shares as soon as the share price rises above the conversion price. For example, assume a convertible has a nominal value of $1,000, a coupon of 2.5% and a conversion ratio of 35 shares. This gives a conversion price of $1,000 / 35 shares = $28.57. If the share price is currently below $28.57, it is unlikely that the bond will be converted. Therefore, the value of the bond will be based on the discounting of cash flows, plus a small amount for the value of the option to convert should prices rise. If the share price is currently above $28.57, it is likely that the bond will be converted. All of a sudden, the bond is no longer valued on the discounting of cash flows basis, but instead on the value of equity it can be converted into, plus, of course, the value of the option. Investing in convertibles is often seen as a low risk way of gaining exposure to an equity price increase. Index-linked notes Indexation is where the coupon on the bond is variable and moves in line with a specified inflation index. This is often described as a bond with an inflation swap packaged together, where the fixed coupon of the bond is swapped for a floating inflation index. Commodity linked bonds This could take many forms. One example could be a bond with a commodity index swap attached to it, allowing the fixed coupon on the bond to be replaced with a floating rate based on the return of a specified commodity index. Another example could allow the investor to convert the bond into a specified quantity of an asset on redemption. Alternatively, the bond could feature both of these elements. 212 Derivatives Q&A What is arbitrage? Arbitrage is the process whereby an investor (usually a market professional) makes a risk-free profit by exploiting anomalies and inconsistencies in the prices between two related but different markets. For example, as cars are (allegedly) cheaper in the US than in the UK, someone can buy a car in the US, pay the additional import fees, and sell it immediately in the UK for a profit. By exploiting the inconsistencies between motor car prices in different markets a quick profit can be made. The same principle is used when arbitraging between a cash asset and its derivative. If an investor can buy an asset and pay the cost of carry for less than the price on the futures contract, there is an inconsistency in pricing. An investor alerted to this inconsistency, and able to exploit it, can make a profit through buying the asset and holding (cheap) and shorting the future (agreeing to sell at a higher price). Of course, when performing arbitrage on financial instruments, only the fastest will be able to exploit the arbitrage opportunity. It does not take long for everyone in the market to spot the arbitrage opportunity and the two prices are very quickly brought back into line with one another again. 213 Derivatives Q&A 214 Foreign Exchange Q&A Introduction Many banking clients will have a need for foreign exchange services – whether it is how to operate and transact in a foreign currency, as well as how to hedge out these risks. Foreign exchange can be a difficult subject to ‘pick up’ for the uninitiated. 13 You should know how these rates are quoted, what drives movements in exchange rates, as well as how these risk can be hedged. This knowledge will be relevant for interns working in: M&A Research Fixed income Equities Derivatives Corporate banking Neil Graham Neil has been working in financial markets for 25 years. He began working in the operations and settlement division at a large UK clearing bank, before moving into the trading room where, over the course of ten years, he held various sales and trading positions in spot and forward FX, money markets and derivatives. After leaving the bank he spent two years trading his own account as a proprietary Local at the London International Financial Futures Exchange (LIFFE). NeiI began his training career in 1997 teaching competency exam courses but now spends his time entirely on building and delivering academies’ curricula, graduate programs and one-off courses in the global markets area of investment banking. Within these courses he uses his market experience to highlight the commercial and practical elements of financial markets, as well as the technical concepts. Foreign Exchange Q&A Neil is Head of Global Markets at Fitch Learning, meaning he is responsible for developing and producing courses which focus on institutions’ sales, trading and structuring activities. 215 Foreign Exchange Q&A How are foreign exchange rates expressed? Each currency is represented by a three-letter code called an ISO code. Generally speaking, the first two letters denote the country and the last letter denotes the currency. For example, sterling’s ISO code is GBP: Great Britain Pound. The rate is generally quoted to five significant figures; the first three are referred to as the big figure and the last two as pips or ticks. GBP: USD 1.5104 1.5112 The first currency quoted is the base currency (GBP) with the second currency being the quoted variable currency (USD). What is a cross rate? A cross rate in foreign exchange is the price of one currency, in terms of another currency in the market of a third country. For example, the exchange rate between Japanese Yen and Euros would be considered a cross rate in the US market. In this case we look at the rate of exchange between the Yen and the Euro, not directly, but via the US dollar. For example, given the following spot rates, calculate the cross rate for the Euro: Yen where the USD is the base currency: 1USD : 0.7500EUR 1USD : 120.00JPY The cross rate can be calculated using the following equation: USD/EUR X JPY/USD The first part of the equation looks at the base currency (USD) in terms of one unit of the variable, EUR. In this case, €1 is equal to 1/0.75 = 1.3333USD. This effectively resets the base currency to EUR, but expresses it in terms of USD. The second part of the equation looks at the variable currency (JPY) in terms of one unit of the base, USD. In this case, $1 is equal to 120/1 = 120. We now have the desired base rate, EUR, expressed in USD (1.3333USD), and the USD/JPY exchange rate (1USD: 120JPY). If 1USD will buy you 120JPY, then 1EUR (1.3333USD) will buy you 1.333 x 120 = 160JPY. More simply expressed: 1USD/0.75EUR X 120JPY/1USD = 160JPY The cross rates would be 1EUR : 160JPY 216 Foreign Exchange Q&A How is foreign exchange quoted? The market is quote-driven. The major banks will quote two-way FX prices in any of the major currency pairs. If Bank A asks Bank B for a sterling vs. US dollar quote, the price received would look like this: Bank B buys GBP at 1.5010; this is the bid rate. Bank B sells GBP at 1.5015; this is the offer rate. The bank making the quote always buys the base currency at the rate on the left (the bid) and sells it at the rate on the right (the offer). The difference between the bid and offer rate is called the spread; here it is 5 pips. A would lose money on B’s quote if they were to deal on the bid and the offer; they (A) would pay $1.5015 for sterling, and could only sell it back at $1.5010, making a loss of $0.0005 (or 0.05 cent) per pound. In reality, the quote that B would give to A would be very much shortened. Every dealer knows that the big figure on the rate is 1.50 and would not bother to mention it; the quote would be reduced to 10/15. The FX market's term for the GBP vs. USD exchange rate is cable. So the quoting process would probably look more like this: 217 Foreign Exchange Q&A What is a forward forex deal? FX deals for settlement other than spot (up to 12 months) are known as forward deals. Forward deals are possible, provided that both parties agree and that the date in question is a good day for both currencies. Different countries have different public holidays; therefore a good day in one currency is not guaranteed to be a good day for another. It is also possible to deal pre-spot (e.g. T0 or T+1), however the time difference must be considered. For instance you cannot do a deal for T0 settlement in sterling/yen if it is noon in London, because Tokyo’s business day would have already finished. Sometimes deals are executed consisting of a purchase or a sale on a near date, and an opposite deal on another, later date. These are known as FX swaps. If the first (near) leg of the FX swap is itself in the future, it is called a forward forward swap. A forward forward with a purchase in two months' time and a sale in five months' time would be referred to as a 2s vs. 5s or 2 x 5 forward forward. Here the dealer is in effect, borrowing the currency for a three month period starting in two months' time How are forward rates quoted? In order to agree a forward FX deal, the spot rate needs to be adjusted. This adjustment can either be positive or negative. If the adjustment is positive, pips are added on and the forward rate is known as a discount. For example: A bank quotes a spot rate of 1.5020 and a forward adjustment of +15 pips (i.e. a 15 pip discount). The forward rate is calculated as follows: Spot rate Forward adjustment Forward rate GBP 1 = 1.5020 USD Plus 15 pips GBP 1 = 1.5035 USD It is referred to as a discount because dollars are cheaper for forward delivery (there are more dollars to one pound). Alternatively the adjustment could be negative; pips are subtracted from the spot rate. This is known as a premium. For example: A bank quotes a spot rate of 1.5020 and a forward adjustment of -10 pips (i.e. a 10 pip premium). The forward rate is calculated as follows: Spot rate Forward adjustment Forward rate 218 GBP 1 = 1.5020 USD Minus 10 pips GBP 1 = 1.5010 USD Foreign Exchange Q&A It is referred to as a premium because dollars are more expensive for forward delivery (there are less dollars to one pound). The premium arises because the dollars are more expensive forward than the spot. It is also possible to have a situation where no adjustment is necessary. In this instance the forward rate is said to be at PAR. How are forward exchange rates determined? A number of theories seek to explain the relationship between current and future exchange rates. These theories focus on relative movements in interest rates and inflation. Purchasing Power Parity (PPP) The theory of PPP states that the exchange rates between two countries’ currencies will adjust automatically, in order to take into account their respective inflation rates. The rationale behind this is that a good (e.g. kilo of sugar or a tonne of potatoes) ought to cost the same regardless of which country it is bought in. This is known as the law of one price. Thus the ‘law of one price’ suggests, that should a good be cheaper in one country than anywhere else, the demand for that country’s currency would appreciate, as consumers buy up the currency in order to buy the cheaper good. This would continue until the cost of the currency outweighed the benefit of the good being cheaper. This can be summarized in a formula: F (1 + IVariable ) = S (1 + I Base ) Where: F = Forward rate S = Spot rate Ivariable Ibase = Inflation rates for each currency, variable and base 219 Foreign Exchange Q&A For example: If sterling (GBP) inflation is at 2.5% p.a., US (USD) inflation 3% p.a. and the spot rate is GBP1 = USD 1.5000 (Note: GBP is base and USD is variable), the 12 month forward rate may be calculated as follows: F (1 + IVariable ) = S (1 + IBase ) F (1 + 0.03) = 1.5000 (1 + 0.025) F= (1 + 0.03) × 1.5000 (1 + 0.025 ) F = 1.5073 Where: F = Forward rate (unknown) S = $1.50 Ivariable = 3% US inflation Ibase = 2.5% UK inflation Interest Rate Parity (IRP) IRP suggests that the exchange rate between two currencies for a given date in the future will take account of the difference in their interest rates over the period up to the future date. So, for example, if spot GBP – USD is currently 1.5000 and we are trying to calculate the 12 month forward rate, we would need the one year interest rates for GBP and USD which are, say, 5% and 7% respectively. The forward exchange rate is the ratio of the two currencies inflated by their own interest rates, as shown below: 220 Foreign Exchange Q&A This may be summarized in the formula: F (1 + RVariable ) = S (1 + R Base ) Where: F = Forward rate S = Spot rate Rvariable Rbase= Interest rates for each currency, variable and base If the information in the above example is inserted into the formula, we can use it to check the forward rate. If sterling vs. the US dollar is currently trading at £1 = $1.5000, sterling interest rates are 5% p.a. and US interest rates are 7% p.a. the IRP may be used to calculate the forward rate: F (1 + RVariable ) = S (1 + RBase ) F (1 + 0.07 ) = 1.5000 (1 + 0.05 ) Solve for the forward rate F= Apply the known variables to the IRP equation Make sure interest rates are correctly expressed as decimals (1 + 0.07 ) × 1.5000 (1 + 0.05 ) F = 1.5286 Make the forward rate the object of the equation by multiplying both side of the equation by the spot rate of 1.5000 What is the Fisher effect? The international Fisher effect states that in a global market with free capital flows the real interest rate (the interest rate less an adjustment for inflation) will be equal in all countries. F (1 + RVariable ) = S (1 + RBase ) F (1 + IVariable ) = S (1 + IBase ) F (1 + IVariable ) (1 + RVariable ) = = S (1 + IBase ) (1 + RBase ) This has the overall effect of bringing together PPP and IRP. 221 Foreign Exchange Q&A 222 Asset Management Q&A Introduction The asset management business relies on knowledge pulled across the full spectrum of finance. Interns and Analysts will have to command a confident knowledge of accounting, valuation and products as well as portfolio management theories. 14 There are a variety of areas of this manual that will be relevant to asset management interns and Analysts. Without this firm foundation of knowledge, the more advanced skills will suffer. Bob Wieczorek Bob is the Head of Asset Management at Fitch Learning. He has designed, led and taught many of Fitch Learning’s marquee training programs as well as developed our business activities in the asset management sector. He has over 20 years' experience working in asset management, capital markets and corporate finance. Bob began his career at Chase Manhattan Bank and also worked for West LB and Credit Research and Trading before joining Credit Lyonnais (now Credit Agricole). Before leaving to develop STORM, he was Managing Director and Head of North American Corporate Finance at Credit Lyonnais. Bob has extensive distressed, workout and reorganization experience from the distressed private desk at Credit Research and Trading (CRT) as well as the workout group at Credit Lyonnais. Bob holds a BSM from the A.B. Freeman School of Business at Tulane University. He is a CFA charterholder and a member of the CFA Institute and the New York Society of Securities Analysts. Asset Management Q&A Before joining Fitch Learning, he launched STORM Capital Partners, a market neutral hedge fund that remains an active participant in today's derivative markets. 223 Asset Management Q&A What is asset management? A fund/portfolio manager working on behalf of a financial institution, such as a mutual fund, unit trust or pension fund, is responsible for ensuring the fund is managed in the best interests of the underlying investors. To this end, the fund/portfolio manager takes into account the investment objectives and manages the portfolio accordingly. A fund's investment objectives are determined by the needs of the underlying investors, i.e. the beneficial investors, and are set out in the trust deed (also known as the 'indenture') of the fund. The following factors are taken into account when determining the most suitable asset mix of the fund: Risk Liquidity Growth Risk Different investors are prepared to take on different levels of risk. The role of the fund manager is to attempt to diversify risk to an acceptable level. The aim of diversification is to optimize the risk/reward trade-off. Liquidity Some investors require the ability to convert their investment into cash at very short notice. These funds will consequently invest more heavily in short-term instruments, such as Treasury bills and short-term deposits. Growth Funds investing for future gains rather than immediate returns will have a higher proportion of their capital tied up in equity securities rather than bonds. In particular, equities in companies that reinvest profits, rather than pay out dividends, will be attractive to a fund with growth objectives. 224 Asset Management Q&A What is portfolio construction? Portfolio construction refers to the activity of collating and managing a collection of different assets, e.g. shares, bonds or real estate. There are certain stages in ensuring a portfolio is managed efficiently: Asset allocation Tactical allocation Stock selection The first decision the fund manager makes is with respect to the asset mix of the portfolio, (i.e. shares vs. bonds). For example, income-seeking portfolios invest more heavily in bonds, whilst growth-seeking portfolios invest a higher proportion of the fund in equities. This process is known as asset allocation (or strategic allocation). Studies suggest that the asset allocation is the single most important influencing factor on a fund's performance. Once the strategic allocation has been set (e.g. fixed interest 80%), the next stage is the tactical allocation where ranges are specified around the strategic level to enable market timing adjustments to be made by the manager (e.g. fixed interest 70-90%). Once the asset mix has been decided, the manager must choose the individual securities within each class of asset. For instance, the asset mix may have been determined as 50% equity, 50% bonds, i.e. the asset allocation decision. The next step is to determine whether the fund invests in, say, Microsoft rather eBay shares. This process is known as stock selection. What is the efficient market hypothesis? A hypothesis is a theory; an idea of how something works. In this case it is an idea or hypothesis about how stock markets work in relation to new and existing information. If a stock market is perfectly efficient, it has certain properties: All investors and market participants will have perfect information about each company in the market 225 Asset Management Q&A There will be no point in carrying out research on a company because everyone else will already know this information and it will already be priced in by the market In a perfectly efficient market, there would be no transaction costs In a perfectly efficient market there would be no earnings surprises, because investors would know the information already The question is…are our real life stock markets perfectly efficient? The answer is most probably no. The Efficient Market Hypothesis has three forms: The Weak Form The Semi-Strong Form The Strong Form Each form has its own definition of an efficient market. The Weak Form of the EMH The weak form states that the current market price already reflects all historic share price information. If this is true, there is no benefit in looking at historic stock price charts and graphs as everyone else already knows this information. So the weak form contradicts technical analysis – it says looking at past prices for patterns won’t work. The fact that people use technical analysis may indicate that in real life our markets are not perfectly efficient – even at the weak form of the EMH. The Semi-Strong Form of the EMH The semi-strong form states that the current market price already reflects not only all historic share price information but also all other publicly available information. This means that carrying out research about a company’s activities and its products will also be of no use as all other market participants already know the information. The Strong Form of the EMH The strong form states that the current market price already reflects not only all historic share price information and all publicly available information but also all private information. Private information is ‘insider’ information, i.e. information known only within the company that is likely to be material (would affect the share price), but not yet released to the markets. The EMH is very bold to suggest that the market has already priced in this private information when the market won’t be aware of it yet. So it is very unlikely that the strong form of the EMH holds, as material insider information is not known to the market and is not likely to be currently priced into the share. EMH conclusions The main conclusion is that real life markets are not perfectly efficient. There is some evidence that some aspects of the EMH do hold, but also some counter examples as well. We could also conclude that real life markets vary in their efficiency. The larger and more liquid the market, the more efficient it is, e.g. the FTSE 100 or the S&P 500 should be fairly efficient. This is because larger markets have so many Analysts following the larger companies that there are fewer surprises (of course these still do happen). On the other hand, fewer Analysts follow the smaller less well-known companies, especially those based in lesser followed markets around the world. These markets are often less efficient but at the same time also carry their own specific risks. 226 Asset Management Q&A What is passive fund management? A passive style means that the fund manager attempts to replicate the returns of a pre-determined benchmark, such as a market index, e.g. FTSE 100 or S&P 500. Managers of passive funds subscribe to the Efficient Market Hypothesis (EMH). EMH states that the market price of a security is correctly priced and will have already discounted all available market information. If the EMH is true, then it is not possible to identify mis-priced securities in order to outperform the market. The rationale therefore, behind passive management is 'if you can't beat them, join them'. Instead of wasting time looking for mis-priced stocks to beat the market return, a fund manager should replicate the market in their portfolio. A portfolio that replicates the market is known as a tracker fund. What is active fund management? The aim of an active fund is to outperform a chosen benchmark, i.e. 'beat the market', and achieve excess returns for investors. Actively managed portfolios can be constructed on either a top-down or bottom-up basis. Top-down Top-down management involves three stages: Asset allocation Sector selection Stock selection Asset allocation The manager will choose what investment mix will be included in the portfolio. This was discussed earlier. In essence, the manager will look at the proportion of cash, equity, debt and other asset classes within the portfolio. Some of the extra returns by the active manager may be achieved through tactical asset allocation (also called market timing). Here the fund manager uses their discretion to make small changes to the asset allocation of the fund, in order to take advantage of short-term market shifts. For example, the fund may have an asset allocation of 50% equities and 50% bonds. If the fund manager felt that an equity bear market was imminent they may decide to alter the allocation to 45% equities and 55% bonds. The fund manager's discretion will be constrained within limits agreed initially and reviewed periodically. Sector selection Some sectors, such as the technology markets and financial markets, are more sensitive than the markets as a whole. They have high betas and are considered aggressive stocks that perform well in a rising market. Utility companies tend to be less sensitive than the markets. They have low betas and are considered defensive stocks performing less badly in falling markets. The manager will need to construct a weighting that he believes will take the best advantage of the current environment. 227 Asset Management Q&A Stock selection This involves seeking out mis-priced securities in order to buy undervalued and sell overvalued stock. Stock selection and market timing are therefore particularly important when an active strategy is adopted Bottom-up A bottom-up approach to management focuses on the attractions of individual stocks. Specific company factors such as whether the company is a takeover target or about to launch an innovative product are important. This in effect, removes the asset allocation and sector selection as primary factors and focuses instead on stock selection, often from an event-driven or tactical trading basis. Summary Achieving excess returns however, is difficult to achieve as the relatively high costs of managing an active fund often corrode the extra return achieved by the fund itself. Various studies suggest that, in the long-term, around 80% of active managers tend to under-perform the market. How can portfolio performance be measured? It is important that investors, and other interested parties (e.g. trustees of pension funds/unit trusts), are able to monitor the performance of a fund in order to evaluate the manager's performance. Assessing performance requires the ability to measure the return that a fund has achieved for its clients. There is a number of performance metrics associated with assessing portfolio performance – we will focus on three different methods used to measure portfolio performance: The Holding Period Yield (HPY) – sometimes referred to as 'total return' The Money Weighted Rate of Return (MWRR). The Time Weighted Rate of Return (TWRR). Holding period yield The holding period yield (HPY) measures how much the portfolio has increased in value over a particular time horizon. The HPY identifies the change in value of the fund as a percentage of the start value. In other words: Although the holding period yield is a relatively simple measure to understand, it does suffer from the limitation of not taking into account the timing of cash flows in, and out of the fund, i.e. withdrawals and deposits. Consequently, it is not a particularly useful measure for assessing the returns achieved from open-ended funds, such as mutual funds or pension funds where regular cash flows in/out of the fund are a major feature. 228 Asset Management Q&A Money weighted rate of return (MWRR) The MWRR is used to measure the performance of a fund that has experienced deposits and withdrawals during the period being measured. It is also sometimes referred to as the internal rate of return (IRR) of the fund. For example, assume a fund starts the period with a value of $97.5m that grows to $98m in three months. At this time, a further cash injection of $5m is deposited. At the end of the six month period, the value of the fund has grown to $104.5m. Therefore, the total return over the six month period is the rate at which $97.5m for six months, plus $5m for three months has grown to $104.5m. The money weighted rate of return (r) may be calculated using the equation below either by: Solving for r Using Excel and goal seeking the r Trial and error The $5m was only in the fund for 6 months or half the period – therefore it is only raised (or discounted) to the power of 0.5 $97.5m x (1+r) + $5m x (1+r)0.5 = $104.5m $97.5m x (1+0.02) + $5m x (1+0.02)0.5 = $104.5m As a method of comparing one portfolio's performance against another, the money weighted rate of return is only valid if both portfolios received/withdrew cash at the same time, because the timing and the size of the flows will affect the rate of return. For example, if a client injects cash into the fund at an unfavorable time, the MWRR will tend to be depressed. However, if cash is injected into the fund at a favorable time, it will have the effect of boosting the MWRR. The MWRR should therefore be used with caution when comparing one fund manager's performance with another. 229 Asset Management Q&A Time weighted rate of return (TWRR) The time weighted rate of return gets around the problem of the money weighted rate of return because it is unaffected by the timing of cash flows into (or out of) the fund. It is calculated by measuring the change in the value of the fund before the cash injection (or withdrawal), and multiplying this by the change in value after the injection (or withdrawal). This means that the TWRR gives equal weighting to the timing of the cash flows. In the example below, the increase in the fund's value before the cash injection is 0.51% (i.e. the fund is 1.0051 times its original value) and after the injection it has increased by 1.46% (1.0146 times its original value) giving an overall increase of 1.98%: Time period 0 Time period 3 months Time period 6 months Value of the fund 97.5 98 104.5 New Money injected 0 5 Total 97.5 103 Three assumptions underlie the use of the TWRR: The portfolio contains enough liquid resources such that a large cash flow will not distort its performance (e.g. a withdrawal of cash forcing a sale of investments). The fund manager does not control the cash flows. A pension fund manager for example, cannot dictate when money will enter into, or leave the fund. The investments can be priced at the same time as the cash flow, so for the example above it is necessary to say that just before the cash was added to the fund its value is $98m. This can be a drawback in that pricing may need to be done on a daily basis. The fact that the time weighted rate of return is not influenced by the timing of cash deposits and withdrawals makes it a preferred measure of fund performance compared to the money weighted rate of return. 230 Asset Management Q&A What is risk? There are many definitions of what constitutes risk, financial as well as non-financial. Risk is part of the human existence – we take risks in everything we do on a day-to-day basis. Some risk are involuntary, some are calculated and voluntary. There is also a distinction between what constitutes risk vs. what constitutes uncertainty. In 1921, Frank Knight summarized the essential difference between the two: "…Uncertainty must be taken in a sense radically distinct from the familiar notion of Risk, from which it has never been properly separated…The essential fact is that ‘risk’ means in some cases, a quantity susceptible of measurement, while at other times it is something distinctly not of this character; and there are far-reaching and crucial differences in the bearings of the phenomena, depending on which of the two is really present and operating…It will appear that a measurable uncertainty, or ‘risk’ proper, as we shall use the term, is so far different from an unmeasurable one that it is not in effect an uncertainty at all." Knight essentially concludes that only a quantifiable uncertainty can be viewed as a risk. Another way to think of risk is opportunity with a potential downside. This idea is very neatly summed up with the Chinese symbol for risk: The symbol is the combination of danger and opportunity – thus reflecting both the upsides and downsides of risk. In the investment world it is important to see the connection between risk and reward. The concept of taking risk with the potential to reap rewards is at the heart of all investing. Taking on a higher level of risk may have the potential for greater rewards, but also the potential for greater losses. Higher risk investments normally have higher volatility, i.e. a wider range of returns, some of them very good and some of them very bad. But what if we are not prepared to take a risk? We need to clearly define which risks are acceptable to investors and the degree of volatility that an investor is prepared to accept. If an investor wishes to avoid market risk, they need to scale down their return expectations to that of the risk-free return. Such investors should also bear in mind that inflation is a hidden risk that erodes the value of their investment. 231 Asset Management Q&A What is a risk premium? A risk premium is the additional return over a risk-free return needed to compensate an investor for taking on the risk of an investment. For example, an equity risk premium needs to compensate equity investors for: The potential variability of stock returns. While we hope there are upside profits there could also be downside losses The potential variability of income in terms of dividends Giving up immediate access to the funds invested A fundamental concept in investing is that the riskier the investment, the higher the risk premium demanded from investors. For example, venture capital is a particularly risky alternative investment as money is invested in new start-up companies. Therefore the risk premium for venture capital is higher than for more traditional established equities. What is the difference between systematic and non-systematic risk? Systematic risks are risks that affect the financial system as a whole. Because these risk factors affect the whole financial markets, they are also sometimes collectively referred to as market risk. It is very difficult for investors to accurately predict the nature of systematic risks over the short-term, medium-term and long-term. However some investments are more sensitive to the following systematic risks than others: Interest rates Inflation Liquidity Currency Whereas systematic risks are risks that affect the financial system as a whole, non-systematic risks are risks specific to a particular business. All businesses are unique and have their own specific risk factors such as: Business risks What are the elements that contribute to a successful business? Good products and services, skilled and committed staff, the right location, successful ideas, manageable costs, financial strength in difficult times and a strong market for the company’s products and services. Business risk is the risk that any of these elements become unfavorable and uncompetitive, leading to reduced profits. Industry risks Each industry carries its own specific risks that affect all companies in the industry. For example, in the airline industry, health and safety issues are paramount and are quite different to health and safety issues in the banking industry. Management risks When a company performs well, growing its profits, increasing its market share and creating happy customers, it says a lot about how it is being managed – the management must be doing something right. However management mistakes can cost the company dearly. 232 Asset Management Q&A How can risk be measured? The risk of a fund's constituents is a key consideration when constructing a portfolio of assets. The higher the return the fund manager is seeking to achieve, the greater the risk he or she must be prepared to take. Risk is measured as the variability of returns around an expected level. If the expected level of return is calculated as the average return (i.e. the mean), then the risk is measured as the standard deviation of returns over time. Because it measures the level of dispersion from an expected/average value, the standard deviation is a measure of the total risk. A security with low risk will have returns that do not fluctuate significantly around its mean (average) return, and will consequently have a small standard deviation. Alternatively, a security with high risk will have returns that do fluctuate significantly around its mean (average) return, and will therefore have a large standard deviation. Stock J Returns Time Stock K Returns Time Stock J is clearly more risky than Stock K. The standard deviation around the mean will be larger for Stock J. Standard deviation (σ) is used to measure the comparative risk of stocks. 233 Asset Management Q&A What is the Sharpe ratio? The Sharpe measure (or reward to variability) uses the standard deviation of portfolio returns as an estimate of risk in order to calculate excess reward or return to volatility. Because the standard deviation is used to measure risk, the Sharpe measure is best suited for measuring the performance of a non-diversified fund, as such a fund is exposed to total risk (i.e. specific and systematic risk). Remember, standard deviation is a measure of total risk. The Sharpe measure calculates the excess return achieved by a fund (i.e. the return over and above the risk-free rate) for each unit of total risk, (i.e. standard deviation), taken on. In other words: = R p - Rf σp Where: Rp = Return to the portfolio Rf = Risk-free return σp = Standard deviation of the portfolio For example, assume two fund managers both achieve an average return over one year of 12% on their respective portfolios. Fund A has a standard deviation of 6% and Fund B has a standard deviation of 8%. If the risk-free rate of return is 6%, the Sharpe measures for both portfolios are: Fund A Sharpe = (12% - 6%) / 6% = 1 Fund B Sharpe = (12% - 6%) / 8% = 0.75 Fund A has therefore given better value than Fund B on a risk-adjusted basis. Another way to describe this is to say that Fund A has less dominance over Fund B. Dominance is where one fund achieves a better return than another for the same risk. Alternatively, the dominant fund could achieve the same return as another for less risk. A fund that achieves better return for lower risk than another fund, would also clearly, be a dominant fund. 234 SECTION 3: PREPARING FOR WORK FL Sec 3 Title page_A4.indd 1 06/08/2013 08:30 Preparing for Work 236 Preparing for Work Introduction A successful internship will result in a full-time Analyst job offer, so it is in your best interests that having secured an internship, you are able to impress. In this section, we offer our tips on what life as an intern will be like. All of the advice in this section is applicable, in the most part, to life as an Analyst too. We’ve also included some information from Bloomberg, FactSet and Thomson Reuters which should prove a useful reference tool as you work on the desk. In our experience, there are always a number of things that interns say they wish they had known at the start of their internship. Similarly, Analysts often report that there are things that they really should have known before starting their roles. Very often, this extra information would have been useful to help with technical areas of banking, but interns and Analysts also find things that they wish they had known about office politics and how to best climb the career ladder. The author of this section, Rebekah Irion, has used her experience in banking to give you a no-nonsense guide to life as an intern. This is an invaluable guide for how to behave, what to watch out for, and what others will expect of you day-to-day. Many tasks within a bank involve using information from one of the leading information providers. These companies offer services which range from up-to-the-minute financial information on stocks, exchange rates, historic information about companies’ annual filings through to general news items. Navigating these systems can be a challenge for interns and new Analysts as there is often a lot more information available than is necessary to do your job. Rebekah Irion Rebekah Irion is a financial instructor at Fitch Learning, where she specializes in corporate finance. Her work experience as both an investment banker and Human Resource Manager with Rothschild Inc. enables her to bring a well-rounded perspective and real world examples to the classroom. Rebekah began her investment banking career with Rothschild Inc. after graduating from Babson College with a BA in Business Management. As an investment banking Analyst within the Restructuring Advisory group, she gained extensive transactional experience and specialized in company restructurings, financial planning and analysis, and recapitalizations. During her time as Human Resource Manager for the Investment Banking department, she oversaw all recruiting efforts and managed on-boarding training programs for investment banking Analysts and Associates. Rebekah’s practical investment banking know-how, coupled with her demonstrated ability to create and implement successful training programs, has equipped her with invaluable experience that she is able to transfer to her students. Preparing for Work We’ve included information from Bloomberg and FactSet, two such information providers, so that you can get a feel for the type of information gathering you might need to do as an intern. This information is also likely to be of use during your internship and after when you secure your full-time job. 237 Preparing for Work 238 Life as an Intern Life as an intern As an intern, you should have one goal in mind, and that is to receive a full-time offer at the end of the summer. Even if you are unsure as to whether or not you would take it, you want the decision to be yours. Below are some tips that should guide you through the internship process and help you accomplish your goal. 15 Be a sponge – suck it up! This can be taken two ways: first, use your internship as an opportunity to learn and take in as much as you can from others. Second, you will have plenty of ‘bad’ days where you will be tired, frustrated, cranky, and irritated – suck it up! A positive attitude will go a long way. Perception is everything Completing your work quickly and accurately is a great skill to have, but leaving early every day is not always viewed as positive. Work ethic, dedication, intellectual curiosity and flexibility are critical characteristics/attributes to portray during your internship. Build relationships While you may not realize it now, networking and establishing substantial relationships with others will prove invaluable throughout your career. Therefore, before you run out of the door at 11.00pm, spend ten minutes catching up with another Analyst or Associate in your division. The more people you have pulling for you at the end of your internship, the more the likelihood of an offer. Identify decision makers early The internship is basically one long interview for a full-time offer. Similar to your on-campus interviews, there will be a select group of people who make the final decision as to whether or not they want you to come back. Therefore, it is important to be aware of the decision makers and those who are influential in the offer decision. At some point throughout the summer, you will likely be asked to provide a list of all of the people you have worked with who will review your performance. While senior bankers will likely be on the list, the ones with whom you will have worked the closest will be second and third year Analysts and Associates. They will be likely to look back and say, ‘Did this intern make my life easier, and if so, how?’ You want them to be able to highlight specific examples where you added value to the team (which can be as simple as coming in on a Sunday to print books). Learn to talk the talk If someone asks you what you are working on, it’s important to be able to quickly articulate it. (Think big picture – demonstrate that you understand what you are working on). Honesty is not always the best policy. Senior bankers will often ask, “How is it going?” Although it may be tempting to answer with, “Right now, horrible. I haven’t slept in two days, and the deal I’m working on is awful,” I would avoid this answer at all costs! A simple, “things are going well, thanks, and you?” will usually be sufficient. If it goes deeper than that, just try to keep a smile on your face and be positive. Remember – they were once in your position, so they are aware of what you are going through. Life as an Intern Think about reviews 239 Life as an Intern Patience is critical There will be many instances where you will be waiting throughout your internship – waiting for a Managing Director to get back with comments, waiting for printing to be completed, waiting for the Associate to check the model. Be patient! There is no point in getting frustrated, and if anything, it makes you look inflexible. I find that the best way to be patient is to never make plans ahead of time. If you avoid making plans, you feel much less anxiety about getting out of the office and are better at ‘going with the flow’. Ask questions! If you do not understand what is being asked of you, ask your Associate to clarify! Never be afraid to ask questions – no question is stupid. The worst scenario would be for you to spend a full day working on an assignment that you ‘think is right’, and then to find out that you misunderstood what your manager was asking for. Not only will you feel like you completely wasted your time, but your Associate will be frustrated that work did not get done. Get it right the first time!! Keep track of your projects Remember, this is a resume building opportunity, and you will be updating your resume upon completion. You want to be able to reiterate and articulate what you have worked on. Think big picture – what have you done, and how can you talk about it? It’s all in the approach You get more with honey than you do with vinegar. Everyone needs a day or weekend off every now and then, but asking for it can be a challenge. The way you are viewed and the response you receive will result from your approach to the situation. Instead of telling your Associate that you cannot work on Saturday, politely ask him/her if it is okay if you take Saturday off because of….., and then offer to stay later on Friday if he/she needs you to complete something. Always offer an alternative solution. Don’t expect a thank you If you cancelled your Friday night to get a presentation done for your Associate so that he could go to a movie, a thank you or pat on the back might take some of the pain away. Let’s be honest, this does not happen and here’s why: it’s your job! Similar to you, many of your managing Analysts and Associates recently went through the same experience and therefore have little sympathy for newbies. My advice would be to set your expectations low, and then if you receive a ‘great job’ or pat on the back, you’ll be ecstatic! What will your typical day be like? You will likely begin your internship program with a 2-4 week training program. The training will typically run from 8.30am or so, to 6.00pm, with plenty of homework. It is important to take training very seriously – it is the company’s first chance to observe you. Therefore, your classroom participation, timeliness, attitude, and overall performance will be monitored – be on your best behavior! In many banks, you are often considered a generalist and are not hired into a specific sector, such as retail, or specific group, such as M&A. Therefore, I encourage you to introduce yourselves to senior Analysts and Associates to try to get as much insight into the possible opportunities. While you’re not likely to have a choice of which group you work in during your internship, it is a good idea to be aware of what’s out there, and build a network in the event that you receive a full-time offer to join the firm. 240 Life as an Intern One important thing to keep in mind is that each of you will have a different, unique experience. Although you will likely think that some projects are ‘better’ or ‘cooler’ than others, you will be evaluated on your specific experience and your contribution to the projects that you work on. So, keep a positive attitude, work hard, and stay open-minded – it will take you a long way! An example day as an intern I arrive at the office at 8.30am, get breakfast and coffee, and head to my desk. Although I am running on three hours sleep, I feel relieved to wake up to an email from my Managing Director saying that he received the pitch books for his meeting and was en route. Hoping that I don’t get staffed on a new project until tomorrow, I spend twenty minutes or so surfing the internet and reading the Journal. Then, around 10.00am, I get an email from the staffer letting me know that I’ve been put on an existing M&A deal as an added resource. This email is followed by another email from the Analyst stating, “Attached is a retail comps file containing ten companies that needs to be updated for the most recent filings. Can you please complete these by this evening so that I can check them tomorrow? Thanks!” I spend the rest of the morning and early afternoon printing all of the filings and pulling research reports. After grabbing a quick lunch and another coffee, I start spreading the comps. Given that this is only my second time, it takes me 45 minutes to an hour for each company. As I go through each filing, I flag and highlight every number as I enter them in Excel and then scan the MD&A section to see if there are any adjustments or non-recurring items to be added back. To make it easy for the Analyst to check the numbers, I insert notes in Excel with the detailed support. By 10.00pm, I complete the comps and email them to the Analyst. With the hope of going home, I stop by his desk, drop off all of the back-up files (flagged and marked), and ask him if he needs anything else. When he says no, I gladly leave to get some sleep. Tomorrow is a whole new day! 241 Life as an Intern 242 The Internship Rachel Anderson Rachel is one of Fitch Learning’s Management and Personal Development instructors. She has been facilitating courses in London for eight years, firstly in her role at Goldman Sachs and then as a full-time instructor at Fitch Learning. At Goldman Sachs, Rachel worked in the Human Capital Management Division where she was involved in attracting and recruiting graduates into the Analyst and Associate programs and working on the summer Analyst and Associate learning initiatives. 16 16 Rachel uses her experience in recruiting graduates to great effect to be able to offer some first-hand advice about what recruiters are looking for. One of her main focuses as a trainer is in consulting, developing and delivering graduate programs. She has been involved in a whole range of programs, delivering everything from traditional courses on basic communication skills, to ‘fused courses’ which blend technical skills with soft skills using case studies and simulations. The internship Training It’s likely that at least part of your internship will include some type of training – whether that be in the form of formal classroom learning, seminars or interactive workshops. Here’s where a lot of interns get it wrong. Your internship is essentially a ten-week interview – behavior you can get away with at college really isn’t going to cut it during these training sessions. You won’t be under constant surveillance, but be aware that any undesirable behavior is highly likely to be noted. Here’s how to make the best impression: Aim to be ten minutes early for any training sessions. It’s probable that anyone who is asked to speak during a training session is either pretty senior, or a stakeholder in graduate recruiting. Either way, these are people who you want to make a good first impression with. I was once present at a training session for summer Analysts. The session featured an MD from Fixed Income. Clearly his time was precious; he’d had this time reserved in his diary for months to secure his presence. Despite working long hours and having a family, the MD turned up ready to present on time. Ten minutes into his presentation, a couple of late comers shuffled into the back of the room, obviously hoping that they could creep in unnoticed. One of the pair had wet hair and both were carrying cups of coffee. Sadly for them, they were noticed. The MD asked me to find out who they were, remarking “the wet hair shows they didn’t get up on time, and those coffee cups show that they prioritized going to Starbucks over getting to my presentation on time.” He then made it clear that if those interns were on his desk, they wouldn’t have an internship anymore. Always remember that you’re at work. You are being paid to be where your schedule dictates. Your hard work and intellect have secured your place on an internship, but something as simple as poor punctuality can thwart your chances of a full-time analyst position. The Internship Punctuality 243 The Internship During training events If you’ve ever given a presentation or led a seminar at college, you’ll know how distracting it can be if just one person isn’t paying attention. You could have an audience of 50, with 49 people locked on to every word that you are saying. Instead of noticing these people however, your eyes will be drawn to the one person who is daydreaming, staring out of the window or checking their phone. The people who lead your training will be exactly the same. So if you’re that person doodling or checking Facebook on your phone, the presenter’s eyes will be drawn to you. Even if you are reading the Financial Times or checking work-related emails, the person who is running the training session will judge your behavior to be rude and inappropriate. A lot of these speakers will be asked for feedback on the group, so you don’t want to give them reasons to remember you for negative reasons. Thus always be aware of your behavior and body language, even if you are completely focused on the training and the learning. I recently watched an intern draw (a very nice) picture of a garden while he sat meters away from a director in M&A who was giving a presentation. I asked that intern if he’d enjoyed the presentation and he enthusiastically replied that he had. To the outside eye however, he looked totally disengaged. I’m guessing if I’d asked that director for feedback on the group that he would have mentioned the ‘garden artist’ in a not very complimentary way. Don’t let your body language and behavior let you down. You may be engrossed in what the presenter or trainer is saying, but you also need to convince the people observing you of this. Dealing with work/training conflicts It may be that you have training which happens midway through your internship program, when you’ve already been with your team for a few weeks. In this case, it may be hard for you to extract yourself from the desk for the duration of the training – communication with your line manager and the person leading the training is key. Ensure that your line manager is aware of your training schedule in advance. Your schedule should be made available to your manager but you may need to highlight conflicts. Try to be released from your daily responsibilities if you can be. It’s highly likely that if you’ve only been on your team for a few weeks, that they’ll be able to cope without you, as long as you give them time to prepare. If your team is in the middle of a pitch or a deal, and they have to call you away from training, try to make provisions to allow you to do this without disturbing the training. Let your team know your schedule, including breaks and lunch times. That way they can try to keep any phone calls to the breaks that you have. If you suspect that your team will have to call you midway through a session, sit next to the door so that you can excuse yourself causing minimum disruption. Also have a quiet word with the person leading the training before the session commences. Let them know that you may have to leave early to assist your team. They’ll appreciate that you’ve made the effort to be upfront. I once had an intern spend half a session on her phone, texting frantically. I politely asked if she could refrain from texting until the imminent break. She barked back at me “It’s my Associate!” Had she been upfront with me, I’d have told her from the start to step outside, sort out whatever needed doing and to come back when she was able to commit to the training session. That way she could have attended to her responsibilities on her team, take more away from the training session and also make a better impression on me! 244 The Internship “But I’m already advanced on Excel…” Your training schedule will be designed to bring every summer Analyst up to speed on the things they need to operate as an intern. It may be that some of the things that are on the schedule are things that you’re already familiar with. For example, if you are studying Finance, you may be very comfortable with a Discounted Cash Flow analysis, or if you’re studying Maths you’re likely to be a whiz on Excel already. Always remember that the schedule is designed for an audience wider than yourself, so you may have to go through training sessions which seem like a waste of time to you. Be mindful of the way that you deal with this. If you stamp your feet and make a big deal of how much of an expert you are, you’re likely to cause damage to your reputation. Those around you may only take note of your bad attitude rather than the skill or knowledge that you’re shouting about. Also recognize that the sessions are likely to be way more pragmatic and less theoretical than classes you may have at college. So rather than openly talk about how much of an expert you are, yawn openly and catch up on your emails, get involved, ask questions and help others learn. You may well be an expert, but if you demonstrate a bad attitude in the classroom, there’s a high likelihood that this will be fed back to your line manager or divisional recruiter. Personal skills training Additionally you may have courses around communication, business etiquette or presentation skills. These are commonly known as soft skills sessions. To discount these sessions would do you a great disservice. When I was involved in running internship programs, I would collate and review feedback on interns from their line managers and colleagues. More often than not, criticism was focused on an intern’s interpersonal skills, rather than their technical skills. Some couldn’t manage their time, others lacked the confidence to ask questions and others asked too many. Interestingly, I found that it was often a person’s technical skill that would get them hired as an intern, but their interpersonal skills which would ensure them an offer of a full-time Analyst position at the end of the summer. So any interpersonal training sessions should be jumped on and taken advantage of. Do acknowledge that while new technical skills can be difficult to understand but then easy to put into practice, interpersonal training is the exact opposite. For example, understanding how to make a great first impression can seem very simplistic. To put that into practice can seem like the most difficult thing in the world. Top tip: When you attend an interpersonal skills course, try to take away just one or two things which you really think could impact your effectiveness. This will be far more useful than trying to implement everything you’ve learned in the session and then very possibly failing miserably. A lot of these sessions will involve active learning rather than passive learning. Therefore you will be required to get involved with the class. In my experience, the more people put into these classes the more that they take away. Therefore do get involved, ask questions, be open to challenging existing behaviors and trying to do something different. 245 The Internship Work/life balance Chances are, if you’ve applied to work in a bank, you’re well aware that this isn’t a 9-5 industry. Far from it. I worked in a non-revenue producing area of the firm, where you might expect less demanding hours. However I regularly worked until 9 or 10pm, occasionally working until after midnight. As well as working long hours, you’ll have to maintain a dynamic working pace and execute your tasks flawlessly. For interns this can be a huge shock to the system. You therefore need to have a strategy to allow you to survive your internship, perform well, and to not hate banking by the end of the internship! Here are some ways to get into the flow of working long hours: Know that it will get easier Recognize that your timetable has totally changed. Initially the hours will seem brutal and pretty painful – but just like when you start a new exercise routine, your body will get used to the long hours if you look after yourself. Take breaks when you can Throughout your working day, try to get away from your desk, stretch your legs and if you can, get some fresh air. This will not only give you an energy boost, but will allow you to approach your work with fresh eyes upon your return. Only work the hours that you need to A common thing you’ll see in banks is people hanging back at work longer than they need to just so it looks like they are more productive and busy than they actually are. This is commonly referred to as ‘face time’. Most line managers see through face time and would rather you went home, got yourself refreshed and rested, returning the next day ready to be productive. If you think that you’ve completed your work, check with your team to see if there is anything that you can do for them. If the answer is no, bid them farewell and leave the office. Get a routine As boring as this sounds, you need to establish an efficient routine which will make the most of your time. If time is a tight commodity you need to make sure that you use every second well. This will mean different things to different people. Whether you are bulk-buying snacks to store at your desk, listening to Bloomberg while getting ready for work or tidying your desk at the end of every day – make your routine work for you. Diet You may not be able to control how much sleep your body gets. Neither can you control the stress levels which you will be exposed to and the various chemical reactions that your body will be at the mercy of. What you can control is what you put into your body. If your diet is usually far from perfect, now is the time to make some positive changes. And let’s face it, if you’re denying your body the required amount of rest, the least you can do is give it the nutrients that it needs to help you perform. Poor diet choices can increase irritability, cause volatile energy flows and a deterioration of concentration. Clearly none of these things are desirable when you’re trying to win a full-time Analyst or Associate position! 246 The Internship A few simple things that you can do: Drink lots of water, have a large bottle on your desk and work your way through it each day Eat little and often, huge meals are fine for Sunday afternoons when you have the time for a nap afterwards Eat breakfast within a couple of hours of rising Stock up on healthy snacks to keep in the office Go easy on the sugar Exercise For many people, exercise is a healthy and positive way to manage stress and anxiety which can come from working long hours. When you’re stressed your body will produce more adrenaline than usual. This can be helpful in the short-term, helping you deal with tight deadlines, and difficult tasks. In the long-term however, adrenaline can cause a whole host of negative side-effects. These side-effects can include health problems as well as behavioral problems such as lack of concentration and mood swings. Exercise releases (gets rid of) the natural chemicals such as adrenalin that accumulate during stress. As well as releasing adrenaline, exercise stimulates the production of endorphins. Endorphins will increase alertness and concentration, a welcome feeling if you’re surviving on little sleep. Therefore try to take advantage of your firm’s gym or the gyms in the area. Take your cue from the other Analysts around ‘gym etiquette’. For example do they disappear for 45 minutes mid-afternoon to go to the gym? Or do they squeeze in the gym, early in the evening before eating dinner? It may be of course that visiting the gym isn’t for you. If this is the case, try to work exercise into your daily routine. This may include a brisk walk into the office or cycling home. However you are able to exercise, you’ll feel the benefit. Joining your team Introducing yourself You may or may not know your team already. Even if you do, it’s inevitable that you will be meeting new people, so it’s a good idea that you consider how best to do this. And do make sure that you introduce yourself! All too often interns sit in an open plan office and never take the initiative to introduce themselves and find out who they are working alongside. The more people you know, the easier your internship will be. Once you’re allocated a desk, look around you and make sure you take the initiative to introduce yourself to your neighbours as soon as possible. Making the best first impression For many people, making a positive first impression involves a firm handshake, polished shoes, a freshly laundered suit and a confident stance. Of course these things are important and are not to be overlooked. However, most interns on your intern program are highly likely to get these things right. 247 The Internship To stand out from the crowd, you need to go one further than ticking off the usual, fairly superficial list of first impression must-haves. Making a good first impression isn’t always about boasting about how great you are. Rather it is about making a person feel good about themselves. It’s very easy to make a fantastic first impression by simply being genuinely interested in a person, asking questions and being responsive to the answers. Your goal should be to make them feel important rather than to big yourself up. Here are some key ways that you can make a positive impression in the first interaction. Of course, these tips can be employed in all situations, but the first is irrefutably the most important to get right. Remember names When you introduce yourself, people will inevitably introduce themselves in return. Ensure that you remember their name. Making an effort to remember a person’s name is a great place to start when it comes to making them feel important. Conversely, forgetting a person’s name is an excellent way to offend. The easiest way to remember anything is by repetition. This is probably the way you learnt your alphabet or times tables for example. The same can be said for learning names. Clearly it would be weird for you to immediately repeat a persons name back at them. So instead just try to use their name a few times during that initial conversation. Even if you currently deem yourself to be bad at remembering names, if you enter a conversation consciously trying to memorize a person’s name, your recall will dramatically increase. Show genuine interest When you have swapped names with a person, if they look like they have time, ask them a question about themselves. Ensure the question is a ‘Who? What? Why? Where? When? How?’ question as this will encourage more than a ‘yes’ or a ‘no’ answer. For example: Who do you work with? What products do you work with? Where are your clients based? How long have you been in this team? When you get an answer, demonstrate that you are listening using your body language and paraphrasing what has been said to you in follow-up questions. For example a colleague may say: “I’ve been in the TMT team for two years. Before that I was in the Italian coverage team.” “I met Allesandro from the Italian team. What inspired you to move teams?” Remember, people love talking about themselves. If you give people this opportunity, you won’t go wrong when it comes to making a great first impression. Look for clues If you are in a person’s working space, it may be that they have pictures, mementos or possessions which can give you a hook to start an informal conversation. They may have a picture of a skiing trip, a bike helmet, or a screensaver of their favorite football team. 248 The Internship Use these clues to engage your new colleagues beyond the usual formal chit-chat. I used to work alongside a very senior member of the HR team. Our relationship was very much a functional one for a long time. We would usually meet in his office, which was adorned with pretty impressive landscape photographs. During one meeting I happened to ask about the photographs. His face lit up and his whole manner totally changed. It turned out that he was something of an amateur photographer and he was very keen to talk about something he was obviously very passionate about. From then on, I made sure to periodically ask about how his photography was progressing. People like to talk about themselves and the things that are important to them. If you can work out what people are passionate about, it becomes incredibly easy to engage them. Often people are more influenced by how they feel about you than what you actually say, so engaging people in informal and enjoyable conversations is an invaluable skill for an intern. Though do always ensure that people have time to chat! Getting to grips with how your team works Every team works slightly differently. The sooner you can be familiar with the idiosyncrasies of your team, the better. Therefore be prepared to ask how things work. The types of questions to ask include: “How should I ask questions? As and when I think of them? Via email? Should I book half an hour in your diary to talk through a list of questions I’ve accumulated?” “What are the most commonly used acronyms I should get my head around?” “What’s the policy on answering the other team member’s phones and taking messages?” “Who are the key contacts outside of the team that I’ll be interacting with?” “What are the main deadlines that the team work to?” “How should I prioritize my work?” “What are the hours that the team typically work?” “How often should I give you status updates?” Clearly there will be questions which will be uniquely specific to each team. Whatever your team does, ensure that you try to find out as much about the modus operandi as possible. Understanding tasks given to you It’s highly probable that you’ll be quickly given real responsibility. In this case it’s essential that you ask questions in order to understand exactly what is required of you. One of the most common pieces of feedback that interns receive is that they don’t ask enough questions. Typically an intern will be given a task, it may be that the task isn’t communicated in a particularly clear way. The intern will nod their head earnestly and imply that they understand exactly what is required….even if their understanding is sketchy at best. The intern will go back to their desk, procrastinate for a while, Google some of the unfamiliar terms that they’ve just heard, try to make sense of their notes, search on the shared drives and through its folders to find some clues and generally get stressed. 249 The Internship It does take confidence to ask questions. Recognize that everyone knows that you are an intern and that you’ll be doing many things for the first time, so it would be weird if you didn’t ask questions. Also, asking questions will actually make others more confident of your ability and give them a sense of comfort that you’ll get the task right. I’d go as far as saying that asking good questions can help you to look like a star performer. Be aware that your line managers will want you to succeed and will also want to do a good job in managing you. Occasionally for various reasons, their objective setting may be a little vague – you can help them to manage more effectively by asking good questions. However, there are right ways and wrongs way to ask questions: So if I have this correct… A great way to check your understanding of a task is to repeat back to your line manager your understanding of the task. Paraphrase exactly what has been said to you and then check in to see if your understanding is accurate. If you’ve got it wrong, your line manager is likely to fill in the gaps, expanding on what has already been said. When you really have no idea: Look for questions not answers Let’s imagine that a VP mentions in passing that he’d like you to pull together a WGL. You have no idea what a ‘WGL’ is, nevermind how you would pull one together. Here you need to ask the right types of questions. Asking the correct type and style of question makes it easier for the people around you to provide the appropriate answer. Always start out with open-ended questions – these are essentially questions that require more than a ‘yes’ or a ‘no’ answer. You will need to think harder about the questions that you are asking, as people seem to be programmed to automatically ask closed questions. However, open-ended questions invite others to engage in conversation meaning you’ll receive far richer and expansive answers. So instead of asking: “Will this be used in tomorrows meeting?” Ask: “How will this be used by the team?” There are different areas that you can focus your questions on. Output questions: “What exactly am I trying to achieve?” Here you ask questions about the end product of the results desired. You want to gain as clear a picture as possible about the end product. You want your line manager to give you a very specific target for which to aim. For example: “What should it look like?” “Can this be measured?” “How do I know I’ve completed this successfully?” 250 The Internship Action-orientated questions: “How should I achieve this task?” These questions are all about the ‘how’ – as in how you will achieve the desired result. For example: “Where can I find existing templates?” “How long should this take me?” “What is the first step to getting this done?” “Who can I ask for help with this?” Context questions: “Why does this task need to be done?” Context questions require you to ask about the bigger picture. These questions are less necessary in allowing you to achieve the task, but they will give you perspective about what you are doing. Additionally this will demonstrate to your manager that you can think above and beyond the individual task that you are working one. For example: “How will this impact the wider project?” “Where does this need come from?” “How will this feed into the overall deal?” By asking output, action and context questions you should be able to feel comfortable about delivering the desired task. Building confidence During your internship you will be communicating your level of confidence constantly, even if you are not actually speaking. You may find that you attend a lot of meetings and simply observe, taking notes. Although you may not say anything more than your name as you introduce yourself, your behavior will give people an impression of how confident you are. It’s vital to look confident because people assume that your level of competence is directly linked to your level of confidence. If a colleague views you to be confident, they will automatically assume that you are competent. Imagine you’re in a meeting. If you have sat, listened and taken notes and have appeared comfortable and confident during the meeting, attendees are far more likely to allocate one of the action points to you. This is because of the competence they have assumed that you have. If you have sat slumped in your chair, fidgeting and avoiding eye contact with others, it’s highly unlikely that you’d be trusted with any of the action points. 251 The Internship There is something of a virtuous cycle between confidence and competence: Which can allow you to increase your level of… Competence Confident Which helps you to feel even more… …and makes you feel… Confident Competent Which makes others assume that you are… This cycle can either be a positive one which allows you to perform to your optimum, or it can be a negative cycle which can cause you to chronically under-perform. Which further causes a… Lack of confidence Competence Competence Which can have a detrimental effect to your… …and makes others question your… Lack confidence Which can cause you to further… So you could be the most technically competent intern of the summer – however if your confidence is shaky, it will be your competence which is questioned. Your level of confidence therefore cannot be left to chance. Many times I’ve heard line managers say of an intern “he knows what he’s talking about, but no way would I let him in front of a client!” 252 The Internship How do I raise my confidence? The simple answer here is to change your body language. Most people think that body language is like a billboard, advertising how a person feels. So if I’m feeling nervous, I’ll display nervous body language, or if I’m feeling relaxed, I’ll look relaxed. For many people this is very true; their internal state dictates how their external state appears. However, this process can be reversed. So if you want to feel more confident, you simply act as if you are already confident. Your body will then trick your brain into believing that you are confident. This is a tried and tested method that many people call ‘fake it ‘til you make it.’ As cheesy as this method sounds, it does work. Research shows that confident, upright body language, actually causes hormonal shifts. Testosterone (the hormone linked to power and dominance) levels go up, whilst cortisol (the stress hormone) levels go down. Conversely, passive body language will cause cortisol levels to increase while testosterone levels decrease. So if you were to sit slumped at your desk, eyes downcast with your arms folded protectively across your chest, you would start to feel pretty nervous very quickly. You need to start paying attention to your non-verbal communication as your physiology has a powerful impact on your psychology. Some people find it overwhelming to start changing their body language and don’t really know where to start. Here are a few simple things to think about: Your shoulders Shoulders say a lot about how you’re feeling. For example when you are tense, your shoulders tend to head north and when you are feeling passive, your shoulders slump downwards as you attempt to make yourself smaller. Confident people hold their shoulders back, but not so far back that they are puffing out their chest. Take up space The amount of space you inhabit, whether in a meeting, at your desk, or in the staff restaurant reflects how confident and comfortable you are feeling. Therefore ensure you are taking up an appropriate amount of room. Too little and you will appear lacking in confidence. Whereas taking up too much space would make you look arrogant. Control your hands Fidgety, shaking hands are a classic sign of nervousness. When we are in extremely pressurised situations our bodies trigger the production of adrenaline. This was a useful thing back in prehistoric times because this ‘fight or flight’ response helped us either escape or fight off dangerous animals. In the 21st century, this physiological response isn’t so helpful because we lack a release of this huge burst of adrenaline that our body has produced – clearly to attempt to fight or run away in the face of stressful situations will not be well received during an internship! If you know that your hands shake, try not to use them in gesturing. Keep them folded and static in front of you. Avoid holding paper as this will only serve to highlight your shaking hands, as the whole piece of paper will shake and potentially rustle. If you don’t shake, you may still find that your hands become extra animated when you are nervous. As you talk, they fly about, making weird and wonderful shapes, almost taking on a life of their own. These types of hand gestures will make you look slightly hyper and may distract from what you are saying. If this is you, try to take control of your hands gestures. Rein them in. A simple, effective way to do this is to centralize your hand gestures. Instead of gesticulating outwards (which can look like 253 The Internship you’re throwing your words away), bring your hands inwards. This simple trick can make you look much more stable, grounded and confident. Your voice Most of us have (or will) find ourselves in a meeting or presentation where we’re not 100% confident of the subject matter and we feel quite comfortable in sitting back and letting others lead proceedings. Then all of a sudden, eyes turn to us and we’re asked: “So what would your recommendation be?” Shocked and slightly panicked, we open our mouths to answer. The voice that then comes out of our mouth is totally different to our usual voice. It may be high, breathy, weak and thin sounding, but it’s definitely not the voice that we’re used to using. This happens because stressful situations affect your voice as much as they do your body language. Your voice and your body language are interconnected. This is because your posture impacts your breathing and your breathing impacts your voice. There are a few simple steps you can take to allow you to project confidence with your voice: Breathe from your stomach not your chest. This will allow a greater intake of air, and stop any shallow gasps mid-sentence. Control your pitch. Confident people use the lower part of their voice. Vary the pace of your voice slightly to avoid sounding robotic. Avoid going up in pitch at the end of your sentences. This will make a statement sound like a question. Use pauses to pace your speech and allow yourself to take a deep break. 254 Bloomberg for Analysts Introduction Analysts need to have a wide variety of skills. They are expected to have excellent technical knowledge, be efficient financial modelers, creative at PowerPoint as well as being adept at finding, extracting and recording data. Bloomberg is a huge database of information. Analysts are not expected to know everything about Bloomberg and its contents. However, you should be able to find the key information quickly. Sourcing a beta on Bloomberg is a 60 second exercise, not a 20 minute ‘hit a Bloomberg key and hope’ exercise. The best way to learn about Bloomberg is to try using it. This section of the manual covers the key Bloomberg screens an Analyst will use. This list is not exhaustive, but it concentrates on the areas you are most likely to meet. Bloomberg skills coverage The chapter covers: The Bloomberg keyboard Using Launchpad Exporting data from Bloomberg Finding a company ticker The Equity screen Accessing shareholder data Getting NOSH via the DES screen Accessing company filing data Finding company news for normalization purposes Picking a relevant broker report What are the current Analyst recommendations? Getting share price data Annotating Bloomberg share price graphs Creating a relative share price graph Importing Bloomberg share price data into Excel Getting a Hoovers profile Accessing the related securities screen Accessing the issuer description screen Creating government (international) yield curves Creating a yield curve analysis Credit profile summary Creating a Bloomberg beta profile Appendix 1– Bloomberg for Analysts Knowing how to use the Bloomberg Terminal is another skill Analysts should work to enhance. Bloomberg is an excellent source of data that will be used by Analysts on a day to day basis. 255 Bloomberg for Analysts Accessing the WACC profile Accessing the new issues monitor Accessing the debt term sheets Creating debt maturity profiles Accessing money market rates Accessing forex rates Accessing the world equity indices Accessing economic data Using the Bloomberg MA search functionality Creating league tables Bloomberg news codes The Bloomberg keyboard Key rules: Yellow keys are market sectors: <GOVT> = Securities issued by national governments and quasi-governmental agencies <CORP> = Corporate bonds <MTGE> = Mortgages and collateralized mortgage obligations <M-MKT> = Money market information <MUNI> = Trading, descriptive and settlement information on municipal and state bonds <PFD> = Preferred stock of public companies <EQUITY> = Historical and intraday price record for common stock, options and SEC filings <CMDTY> = Commodities and their futures and options <INDEX> = Generic interest rates and economic indices Green keys are actions: <GO> = Activate a function <NEWS> = News <HELP> = Define terms, formulas and applications <MENU> = Back up to previous menu <PAGE UP> = Move forward one page <PAGE DOWN> = Move back one page <PRINT> = Print screen Red keys are stop and abort: <CONN/DFLT> = Log on/off <CANCEL> = Abort function/reset screen 256 Bloomberg for Analysts Blue keys <PANEL> = Move back and forth between screens LAST = Type LAST to review that last eight functions used CU = Call up retrieves the last security or ticker used EASY = Calls up the Bloomberg shortcut menu After pressing Bloomberg function keys, you must press Enter. The <GO> button will activate the function. Using Launchpad Launchpad provides Analysts the ability to run a number of Bloomberg screens from a customized Bloomberg desktop. It is a very useful tool that allows the Analysts to view multiple sources of information at the same time. Launchpad is used to view screens such as: New monitors Charts Betas Calendars Quotes Comps The simplest use of Launchpad is to run a Bloomberg screen that is kept open and visual while completing others within Bloomberg. For instance, an Analyst is working on a WACC calculation and needs to source data to support the inputs. They access a Bloomberg beta and now wish to find equity market risk premiums for the stock in question. However, they still want to view the beta. 257 Bloomberg for Analysts The Bloomberg beta screen can be exported into Launchpad by clicking on the export dropdown menu and selecting the ‘Export to Launchpad’. This will initiate the Launchpad window that will hold the Beta screen: If the analyst then navigates away from the main Bloomberg screen, the Launchpad will remain visible displaying the Beta screen. The screenshots below illustrate how the Launchpad will look. If a second screen has been setup, the Launchpad view can be dragged onto the second screen. 258 Bloomberg for Analysts Launchpad can also be used to setup customized Bloomberg desktops. This allows the user to set up multiple Bloomberg views. Launchpad is initiated by either: Key stroke : BLP <GO> or Pressing the Green Launchpad button The Launchpad toolbar below can then be customized to the user’s own requirements. Exporting Data from Bloomberg Bloomberg provides a number of exporting options: Emailing a screen grab To email an image of a screen, type GRAB<GO> Follow the steps to enter your email address and a subject line, followed by <GO> To send the email, when prompted, type 1<GO> Printing – via the Green Print button or the export menu Exporting to Launchpad – see previous notes Upload as a file 259 Bloomberg for Analysts Using a company ticker allows the use of Bloomberg shortcuts. If you do not know the company ticker, then find it by entering the company name into Bloomberg. Finding a Company Ticker The following screen will appear if we type ‘Hershey’. 260 Bloomberg for Analysts Select the appropriate company listing from the securities section (note the ticker symbol ‘HSY US’ in white). The Equity Screen This will bring up the full equity screen below: Note if the company ticker is known, simply enter the following key strokes to pull up the same equity screen. Key strokes: For Hershey this would be: 261 Bloomberg for Analysts Shareholder data provides useful information for: Pitch book presentations Company profiles Shareholder analysis Accessing Shareholder Data (Holders) Key stroke: 262 Further detail on the shareholding can be accessed by clicking on the holder name. Bloomberg for Analysts Key pricing and NOSH information can be accessed through the Bloomberg company description screen. Getting NOSH via the Description (DES) Screen Key strokes: Type <Number> <GO> 1 – link through to share price chart 2 – link through to financial analysis screen 3 – link through to total return analysis 4 – link through to options 5 – link through to dividend analysis 6 – link through to earnings summary 7 – link through to earnings estimates menu 8 – link through to multiple shares 263 Bloomberg for Analysts Company filings can be found on: Company websites Perfect information Bloomberg company filing page Accessing Company Filing Data Key stroke: 264 Clicking on the document type will download the supporting documentation. Bloomberg for Analysts Information for normalization adjustments can be found on the Bloomberg corporate actions calendar. The corporate actions calendar provides information such as: Meeting announcements Finding Company News (and Research) for Normalization Purposes (Corporate Actions) Changes in borrowings Acquisitions Divestitures Dividend payments Ticker symbol changes The CACS page links through to company news (Type 21 <GO>) and research (Type 22 <GO>). Key strokes: 265 Bloomberg for Analysts Picking a Relevant Broker Report (Company Research) Broker research is available through Bloomberg – key stroke: 266 A BRC screen will produce a search list that will include an extensive list of research notes. The search can be further filtered or expanded by using the data fields at the top of the screen. Many of these notes will be one page flash notes that contain new flash information. Bloomberg will not provide access to all available research on a particular company. If a particular research piece is required, a charge may be levied. Research can be expensive. It is important that you are confident you are buying relevant and useful research. The research can be previewed by clicking on the magnify icon. It can be downloaded by clicking on the page icon. Bloomberg for Analysts Current Analyst recommendations can be reviewed through Bloomberg. The ANR screen provides information on: What are the Current Analyst Recommendations (Analyst Recs)? Consensus ratings Individual ratings overviews BARR (Bloomberg Absolute Return Rank) – Analyst rankings Rank (Portfolio BARR ranking) – analyst rankings Annotated share price chart links Key strokes: 267 Bloomberg for Analysts Analysts should know how to access share price data from Bloomberg. This data is often used in pitch books and company profiles. The share price graph for Cadbury plc is: Key stroke: This Bloomberg screen allows the Analysts to alter the share price graph data sets: Share price ranges Getting Share Price Data (Graph Price) Frequency of observations 268 Moving averages Trading volume graphs Bloomberg for Analysts Annotating Bloomberg Share Price Graphs The Bloomberg GP screen allows the Analysts to annotate the share price graphs using the sub-menu ‘Annotations’ below, e.g. the date that Kraft/Cadbury deal was announced. 269 Bloomberg for Analysts Key stroke: The relative share price graph is used to graphically compare securities and indices against each other. It is a useful function to allow Analysts to benchmark performance and share price return. The Bloomberg default graph will produce a monthly five year graph. The frequency and range of observation can be changed. Creating a Relative Share Price Graph Up to three securities or indices can be plotted on the graph. An additional security can be added by: 270 Enter Ticker.Exchange code in security field Equity GO Question (Help) to find exchange codes For instance to add Hershey as an additional security – the ticker code would be HSY US Equity: Importing Bloomberg Share Price Data into Excel Bloomberg for Analysts Share price data can be imported directly into Excel. Bloomberg offers an add-on Excel menu. The menu (see below) is a menu driven import wizard. This is a useful function for pitch book presentations and company profiles as the graphs can be built in accordance with the IBD presentation protocols, rather than relying on Bloomberg screen dumps. A Bloomberg screen dump in an IBD pitch book will look unprofessional. 271 Bloomberg for Analysts The Hoover’s profile provides company background information such as: Company profile Company history Board members Location Competitors Brands Getting a Hoover’s Profile Financials 272 This screen is very useful for company profiles as well as initial comparable universe identification. Key strokes: Bloomberg for Analysts The RELS screen is a menu-driven page that provides company information about: Accessing the Related Securities Screen Key people Brands Company news Equity securities Debt securities Key stroke: 273 Bloomberg for Analysts The issuer description screen provides a quick overview of the key credit and capital structure ratios for an issuer. The screen also provides additional menu links into company fundamentals, credit profile, corporate actions screen etc. It is a useful cornerstone screen for Analysts to gain quick information about an issuer. Accessing the Issuer Description Screen Key stroke: 274 Bloomberg for Analysts Benchmark yield curves are used: In DCF valuation for benchmark risk-free rates for cost of debt and equity. For LBO benchmark rates. Creating Government (International) Yield Curves Key stroke: 275 Bloomberg for Analysts The Bloomberg yield curve analysis tool allows up to four yield curves to be plotted on the same graph. This is useful to analyze the impact of credit ratings on the yield curve spreads. Creating Yield Curve Analysis (‘Yield Curve Relative’) Key stroke: 276 The yield curve analysis allows the user to choose which yield curves to plot. The example above has chosen corporate UK yield curves for different credit ratings. The graph can be extended to a full-screen version by clicking on the ’expand graph’ button. The template can also be saved. Bloomberg for Analysts The Bloomberg credit profile summary is a useful source of information for cost of debt benchmarking as well as merger modelling analysis (post-transaction credit rating analysis). Credit Profile Summary Key stroke: Clicking through the numbered options will take the Analysts through to the detail of historic rating changes. 277 Bloomberg for Analysts The Bloomberg beta profile is an Analysts primary source for beta inputs for the CAPM cost of equity calculation. The beta is a levered beta. Raw and adjusted betas are provided. Creating a Bloomberg Beta Profile The beta parameters can be altered for: 278 Frequency of observation Time range of observation Market index Currency Key stroke: Bloomberg for Analysts The Bloomberg WACC profile should not be relied on without further investigation into the inputs that drive the calculation. The WACC profile does provide a source to cross-check Analyst estimates. Accessing the WACC Profile Key stroke: Further breakdowns of the WACC calculation components can be accessed by clicking on the numbered references. 279 Bloomberg for Analysts The new issues monitor is a news ticker for new issues. The monitor will allow Analysts to dig into the detail of the issue and the deal tear sheets. Accessing the New Issues Monitor Key stroke: 280 Bloomberg for Analysts A debt term sheet will disclose information such as: Issuer Currency Issue sizes and price Coupon rate Ratings Collateral type Key stroke: CORP TK Accessing Debt Term Sheets GO Enter company ticker GO Choose bond from bond list DES 281 Bloomberg for Analysts Debt maturity profiles are used to examine the refinancing options open to an entity as well as examining what the transaction finance availability is within the gaps in the maturity profiles. Key stroke: Creating Debt Maturity Profiles CORP 282 TK GO Enter company ticker GO Choose bond from bond list DDIS Bloomberg for Analysts Money market rates, particulary swap rates, are used as benchmark rates in a number of IBD models such as an LBO. Accessing Money Market Rates Key stroke: 283 Bloomberg for Analysts Forex rates are used extensively in modelling. Examples of forex use are: Merger modeling DCF modeling Comps earnings and EV metric translation Accessing Forex Rates Key stroke: 284 Bloomberg for Analysts Snapshot screen overview for current world indices performance. Accessing World Equity Indices Key stroke: 285 Bloomberg for Analysts Bloomberg has a large database of economic statistics. The database is a useful support for valuation and forecasting assumptions. Accessing Economic Data Key stroke: 286 Bloomberg includs a strong M&A search function. Key stroke: Using the Bloomberg M&A Search Functionality Equity MA GO Advanced search The Bloomberg screenshot below illustrates the various search criteria available to Analysts. The key when using these databases is to use these criteria precisely. A failure to do this will result in an M&A deal search that produces a list that runs into hundreds of transactions. Narrow your search definitions (this applies to all M&A databases): Narrow range of recent dates. Pick narrow industry codes. Narrow the deal size to be in line with the target deal. Use only pending and completed deals. 287 Bloomberg for Analysts League tables often form part of company profiles and pitch book presentations. They are often used by Analysts to promote the bank’s standing within different specialists and markets. Creating League Tables Key stroke: 288 Click on the firm name to access the deals they advised. Bloomberg for Analysts Analysts must keep up-to-date with the news in their particular sector as well as key news for the industry. This can be a tough ask given the sheer volume of information available. Bloomberg has a number of news codes that can filter this information into a format that is more accessible. N – Main news menu TOP – Today’s top news headlines TOP DEAL – Today’s top M&A news headlines Bloomberg News Codes NI READ – Weekly news summaries of the most read stories on Bloomberg NI WIN – Summary of news exclusive to Bloomberg NI HOT – Hot news NI WNEWS – A summary of who’s who people news LIVE – Live broadcast and interviews News can be further filtered by company specific news stories. Using Cadbury as an example: CDBY LN Equity CN <Go> – Company specific news for Cadbury CDBY LN Equity CN 01/01/2010 <Go> – Company specific news for Cadbury from a specific date CDBY LN Equity BN <Go> – Company specific Bloomberg news for Cadbury News stories can be emailed using the short key stroke: 289 Bloomberg for Analysts 290 Excel Shortcuts Movement/selection SHIFT + arrow SHIFT + CTRL + arrow CTRL + arrow CTRL + Home CTRL + End CTRL + PgUp CTRL + PgDn CTRL + Tab (or F6) SHIFT + Spacebar CTRL + Spacebar Alt + PgUp Alt + PgDn Select cell(s) Select range Go to start/end of range Go to start of sheet Go to last row/column junction Go to previous sheet Go to next sheet Go to next model Select row(s) Select column(s) Go left one screen Go right one screen CTRL + C CTRL + X CTRL + V CTRL + R CTRL + D CTRL + Z CTRL + Y (or F4) CTRL + F CTRL + H CTRL + S CTRL + W Alt + Alt + = CTRL + 1 Alt + ' Alt + down arrow Copy Cut Paste Copy/fill right Copy/fill down Undo Redo/repeat Find Find and replace Save Save and close Access ribbon/menu Autosum Format cells Style Drop-down menu Auditing CTRL + ` F2 Auditing toolbar CTRL + [ CTRL + SHIFT + [ CTRL + ] CTRL + SHIFT + ] F2 then F5 F2 then F9 Toggle formula view Highlight precedents Trace precedents Go to direct precedents Go to all precedents Go to direct dependents Go to all dependents Go to selected reference Turn references into values Names CTRL + SHIFT + F3 CTRL + F3 F3 Create name Edit/delete name Use name Appendix 2– Excel Shortcuts The basics 291 Excel Shortcuts Used with SHIFT Function key On its own Used with CTRL F1 Help Closes/reopens current task pane F2 Edit In Excel 2007, brings up Print Preview Insert/edit a comment F3 Names Name Manager Insert function wizard F4 Dollars/repeat Closes workbook F5 (+ Special) Go to (special options) F6 Switches to next pane in a worksheet (where worksheet has been split) Toggle between open workbooks F7 Spell check Performs the Move command on the workbook window F8 Extend selection (as if holding SHIFT down) F9 Calculate Minimizes a workbook Calculates the active worksheet F10 Accesses the menu (like pressing Alt key) Maximizes/ restores the selected workbook window Displays the right-mouse menu F11 Graph/chart Beware – adds a Macro sheet Inserts a new worksheet F12 Save as 292 Find Switches to previous pane in worksheet (where worksheet has been split) Enables selection of non-adjacent cells, (without using the mouse) Excel Shortcuts CTRL+ What it does A If the worksheet contains data, CTRL+A selects the region. Pressing CTRL+A a second time selects the entire worksheet B Bold C Copy D Copy/fill down F Find G Go to H Find and replace I Italic K Insert hyperlink L Selects data/creates a table N New workbook O Open a document P Print R Copy/fill right S Save T Selects data/creates a table U Underline V Paste W Close workbook (save dialogue will appear) X Cut Y Redo/repeat Z Undo 293 Excel Shortcuts 294 FactSet Introduction FactSet provides in-depth company and industry insight with integrated data and investment analytics tools designed specifically for a banker’s workflow. The aim of this document is for you to master the essential skills you need during your internship, such as: Store lists of comparable companies; and research and analyze those companies in depth Updating and maintaining custom template models, reports, and presentations in Microsoft Excel, Word and PowerPoint Apply techniques for updating comp models, pitchbooks and research reports with a click of a button Improve efficiency and productivity in everyday tasks Appendix 3 – FactSet Advice: We have a 24/7 Helpdesk staffed by experienced consultants who are on hand to answer any queries you have related to FactSet. This service is part of your FactSet subscription and any calls you make to FactSet are confidential and will not be disclosed to your company. You can find Helpdesk, Consultant and Support Mail details by clicking on the phone book icon in FactSet. 295 FactSet FactSet Application When you first launch FactSet you’ll find a predefined Corporate Finance workspace consisting of several tabs and sub tabs that provide access to all displays, reports and applications. Your workspace will be stored online and can be updated and accessed from multiple locations if you have FactSet installed on a work, home and/or laptop computer. Here are some helpful tips: FactSearch! Type a company name, index, bond, person or even country to jump to relevant reports. Entering a company into this box will blast the identifier to all relevant reports. Begin customizing your workspace! Click on the F icon to insert different components into each window. 296 These are shortcuts, allowing you to open commonly used components such as a news or full quote window. You can customize these shortcuts via the +/- Icon. Access Online Assistant, which is like the encyclopaedia of FactSet. Phone Book: Contact our 24-7 Helpdesk to ask questions. Tabs make up a workspace and consist of components such as reports, displays, and applications. A tab can be used in multiple workspaces. The arrow to the right of each tab allows you to close the tab, rename, export, print, or display outside of FactSet. Entering a company into this box will only change the current report. All other reports would still be driven from FactSearch! FactSet How to store a list of comparable companies on FactSet You can perform comparable company analysis on FactSet which is a method used by investment bankers to value a company. FactSet allows you to create your own list of comparable companies which can be saved and stored online. You can then also view the performance of the group of stocks using FactSet data. There are different options available to create and view a custom list on FactSet: Office applications FactSet > Watchlist tab Within Excel or PowerPoint navigate to the FactSet menu and select the magnifying glass to open Identifier Lookup: Choose your companies > Select ‘Save as Portfolio’ option (bottom left) Give the Portfolio a name and save. Your new portfolio can be used in Active Graph Charts (See Active Graph section of this document) or to return price performance data using formula Lookup (See Formula Lookup section in this document), or FactSet Market Aggregates data. The FactSet Market Aggregates (FMA) database can be used to derive ratios and per share values for your portfolio (Only subscribers to FactSet Estimates or Fundamentals can access this database). Within the FactSet Watchlist tab you can store a list of companies to track performance. The list can be saved online and retrieved in various other FactSet applications. From your Watchlist > right click and select ‘Save tickerlist’ > choose a name for your portfolio and save the list. 297 FactSet Research companies in depth FactSet Application reports Start with the F icon located at the top left of the application Description F Icon > Company > Overviews > Public Company Snapshot The Public Company Snapshot report is a collection of business and financial information that has been filtered to provide an overview of a company's business and financial situation at a point in time. The Snapshot report combines summary information from the major information sources on FactSet and serves as a launching point to other datasets and reports. Company financials F Icon > Company > Financials The Financial reports allow you to view financial statement information for a given company. You can specify the financial report that you want to see by selecting Key Items, Income Statement, Balance Sheet, Cash Flow, Segments, Ratios, Pension, Per Share, or Supplemental. Company ownership structure F Icon > Company > Ownership FactSet's Ownership application provides institutional, mutual fund, and insider/stake holder ownership information. F Icon > Company > Estimates FactSet's Estimate reports bring you a suite of estimate data for reporting/charting, enabling company analysis in easy-to-use reports. You can view flexible, pre-made estimate reports/charts, or build your own customized report. The estimate data available includes: EPS, Net Income, EBIT/EBITDA, PE, cash flow, sales, surprise history, expected growth, per share items, and more. F Icon > Company > Comps > Selected Financials The Deals report Company tab displays a variety of deal data and sourcing information for both public and private companies. The following views are available: Summary, All Deals, Buyer Deals, Seller Deals, IPO/Follow-Ons, Private Placement Deals, SharkRepellent, MergerMetrics, or Activism. By default, the Summary report is displayed when you choose the Deals. Company snapshot (Public and private companies) Company estimates Company deals 298 Navigation FactSet F Icon > Company > Debt The Debt Capital Structure database and reports provide a standardized breakout of a public or private company’s bank loan and/or corporate bond financing activity at a specific financial reporting point in time. The issuer bond detail report provides a list of company issued bonds along with the terms and conditions of those bonds. F Icon > Quotes/Prices > Price Summary The Price Summary report on FactSet displays security price and return, corporate actions (e.g. splits, dividends), volume and volatility statistics, and related equities. Use the Price Summary report to get a broad overview of a security’s price performance. F Icon > Company > Filings Use the Filings report to analyze both US and non-US companies’ documents from EDGAR, SEDAR, PDF annual reports, and GlobalFilings.com News F Icon > News & Research > News The news display lets you view real-time, scrolling financial news headlines for the current day, for a specific company, and for a portfolio of companies. In addition, you can search through archived documents for news stories with a specific date, source, or text. Market indices F Icon > Markets > Indices The Market Indices reports let you view real-time data for major indices, including Dow Jones, S&P, AMEX, Russell, and FTSE. F Icon > Markets > FX FactSet offers over 158 currencies, covering most of the world's currencies against the pound sterling, US dollar, and Euro. FactSet uses WM/Reuters daily (4.00 pm GMT) closing mid spot rates as the primary source of exchange rates, with history available back to 1994. Prior to 1994 (including dates when WM/ Reuters does not calculate rates per their methodology, e.g. New Year's Day), FactSet uses the 10.30 am GMT Barclays Capital rates via Exshare. F Icon > Markets > Economic You can view economic reports for a variety of countries. These reports let you view dozens of important economic indicators with a single mouse click. Company debt Company share price (See company share price section for further information) Company filings (See global filings section for further information) Exchange rates Economic data 299 FactSet Share price data The Price Summary report on FactSet displays security price and return, corporate actions (e.g. splits, dividends), volume and volatility statistics, and related equities. Use the Price Summary report to get a broad overview of a security’s price performance. Historical prices You can also access historical price and return data for a single security or multiple securities. To view underlying data, right click on the chart > View Data > all. Hover your mouse over data values in the Return Analysis and Dividends and Splits sections to view the underlying calculation. 300 FactSet Company filings Use this report to download documents such as Annual Reports, Interim Filings or Prospectuses in PDF or HTML. The Filings Reports let you analyze both US and non-US companies’ documents from EDGAR, SEDAR, PDF annual reports, and GlobalFilings.com. Click the Filings Wizard button to download as-reported financials into Microsoft Excel. Perform advanced searches, filtering documents by date, filing type, and text string. 301 FactSet Download multiple PDF TravelBooks A TravelBook consolidates a company’s financial and operating metrics and the most recent 29 events into a presentation-ready company overview. You can enter multiple identifiers to create multiple TravelBooks at the same time. The final document will contain all the TravelBooks in one PDF file. Within the Company Snapshot IB report, click on the ‘Build TravelBook’ link: 302 FactSet Exporting data from FactSet To extract data from FactSet, you can click on the download arrow on the menu bar: Press download arrow and choose ‘download to new spreadsheet’ Tip: The Economic Reports allow you to export data as a template which can then be updated in Excel: Choose ‘New Spreadsheet’ option and ‘Template’ 303 FactSet Updating and maintaining custom template models, reports, and presentations in Microsoft Excel, Word, and PowerPoint During your internship you will be expected to maintain and update team Comps Models and Pitchbook Presentations. FactSet has tools within Excel, PowerPoint and Word which enable you to make Comps models or Pitchbooks dynamic, so your financial data can be automatically updated with the latest information. These tools will save you time when searching through documents such as Annual Reports (Financial data), Broker Research reports (Broker Estimates) and other such source documents. Excel tools Updating team Comps Models Formula Lookup – Import data directly into your Excel models Formula Lookup contains formulas categorized into libraries based on various databases. You can insert these formulas into your Comps model to make the data updatable. For example, the formula =FDS("WMT-US","P_PRICE(0)") will return the latest closing price for Wal-Mart Stores Inc. Favorites Click on the star icon to add a formula to your favorites library. F icon This means the formula is a recommend FactSet formula to use. Step 1 The simplest way to find a formula is to type a keyword or phrase into the Search box and click the Search button. By default, you will see a list of formula matches from all of the databases that you have access to, in order by relevance. Tip: If you are looking for a formula from a specific data source, you can narrow your search by selecting the database from the Sources drop-down menu. Step 2 Most formulas accept formula arguments that allow you to customize the data returned. The most common formula arguments are dates and currency. Most formula arguments are optional and there are some formulas that do not require any. When you select a formula, formula arguments are displayed to the right side of Formula Lookup. 304 FactSet Step 3 Once you've specified the formula arguments, click the Add Selected button. Click the Output to output corresponding dates and column headers in your Dates/Column Headers button spreadsheet, along with your data. Then press OK. Updating your model Click the Refresh button to generate your formula results. If your formula is correct, you will see the resulting data. If there's an error in your formula, you will see a descriptive error message to help you find the source of the problem (e.g. missing parentheses or an incorrect formula name). You can then edit the item in the list and click the Refresh button again to see if you've fixed the error. =FDS Excel Error FAQs: Calculation message: #Calc The message #Calc is not a Microsoft Excel error message; it is the value returned by FactSet when an =FDS code needs to be recalculated. Error code: #NAME? The #NAME? error message displays when Microsoft Excel doesn't understand the text used in an =FDS code. Possible problem: Misspelling within the prefix. Error code: #VALUE! The #VALUE! error message displays when the wrong type of argument is used in your =FDS code. Error: You cannot change part of an array Once you have entered an array formula in Excel, you must edit the whole array if you want to change it. You cannot change part of the array. To edit an =FDS formula correctly within an array: 1. Edit any cell of the existing array. 2. When you have finished editing, press CTRL+SHIFT+ENTER to re-enter the formula and change the entire array. 305 FactSet Downloading ‘Ready-made’ Models: The Sample Models application contains a variety of FactSet templates that you can view in Excel. These models are updated frequently and provide helpful building blocks for creating your own custom models using =FDS codes. You can also upload your own proprietary models to store in a central location and share across your company. Examples of the type of models available would be: WACC Discounted Cash Flow Quick Comps 306 FactSet Improve efficiency and productivity in everyday tasks FactSet Hotkeys FactSet has a variety of key combinations (HotKeys) designed to speed up your workflow within Excel. You can use these to perform common Excel commands, for example, instead of creating an ISERROR function manually, you could select the formula and use key combination Ctrl Shift E to wrap an ISERROR around your formula. Here are some common HotKeys: Hotkey name Hotkey combination Smart Precedents CTRL+SHIFT+{ Smart Dependents CTRL+SHIFT+} Currency SmartCycle CTRL+SHIFT+$ Cycles through customized currency styles Date SmartCycle CTRL+SHIFT+@ Cycles through customized date styles Percent SmartCycle CTRL+SHIFT+% Cycles through customized percent styles AutoColor Colors CTRL+ALT+E Cycles through customized font colors AutoColor Selection CTRL+ALT+A AutoColors the current selection according to your AutoColor settings Increase Font Size CTRL+SHIFT+F Increases font size of the selected range Decrease Font Size CTRL+SHIFT+G Decreases font size of the selected range Smart Copy Right CTRL+SHIFT+R Smart Copy Down CTRL+SHIFT+D Check for Errors CTRL+SHIFT+E Inserts/removes formula adjustment to replace errors with a custom message Smart Fill Dates CTRL+ALT+D Fills in a series of dates by day, month or year according to your preferences Refresh All =FDS ALT+SHIFT+A Refreshes all cells that contain =FDS functions Refresh Selected =FDS ALT+SHIFT+S Refreshes the currently selected cells that contain =FDS functions Formula Lookup ALT+SHIFT+P Builds Data Downloading formulas that begin with ^= Filings Wizard ALT+SHIFT+Z Downloads financial statements and notes Table Formatting wizard CTRL+ALT+SHIFT+T Description Identifies all cells and workbooks that the selected cell references Identifies all cells and workbooks that are dependent on the selected Copies a cell formula to the right intelligently according to your preferences Copies a cell formula down intelligently according to your preferences Custom Table Style SmartCycles make it easy to apply custom table styles to a table. Multiple SmartCycle CTRL+SHIFT+* Cycles through customized multiple styles AutoColor Sheet CTRL+ALT+S AutoColors the current selection according to your AutoColor settings 307 FactSet Link Excel charts/tables to PowerPoint or Word Presentation Linking and Formatting allows seamless interaction between Microsoft PowerPoint or Word and Excel, making it easy to import and update data and charts in your documents. You can update data and charts even if the cells and worksheets are rearranged or renamed, and even if the source files are closed. Presentation Linking and Formatting imports only the relevant data, keeping files small and stable. Also, you retain control over whether and when to update some or all linked items and you can audit back to the source data at any time. Exporting data from Excel To export data to PowerPoint, select the PowerPoint drop-down menu from the Export Data section of the FactSet ribbon in Excel and select one of the following options: Table as Picture: Exports the active selection to PowerPoint as a picture. The picture will remain updatable through your Excel spreadsheet, but you will not be able to adjust any information manually. The Productivity Suite has created hidden defined names in your Excel workbook, so be sure to save the file before you close it. Table as Word Table: Creates an updatable Word table from the data, where each cell of the table is updateable by hand. Import settings for tables are based on your user settings. Chart as Picture: Exports the active chart to PowerPoint as a picture. The picture will remain updatable through your Excel spreadsheet, but you will not be able to adjust any information manually. The Productivity Suite has created hidden defined names in your Excel workbook, so be sure to save the file before you close it. Cell as Text: Exports active cell contents to PowerPoint as updateable text. Table as Excel Sheet: Exports the table as an embedded Excel Sheet. Table as Excel Chart: Exports the table as an embedded Excel Chart. Table as MSGraph Chart: Exports the table as an embedded MSGraph Chart. 308 Update your data via Excel and refresh your pitchbook charts to reflect the new changes. FactSet Use ActiveGraph to create easy-to-update, PitchBook-ready financial graphs using your firm’s corporate colors, fonts, and standards Available in Microsoft Word, PowerPoint, and Excel Select Identifier using Identifier Lookup. Click the Data button to modify the data behind the graph, or to add your own data to the graph. Select comparables using Identifier Lookup. Add annotations from a wide range of captured events. Select a graph category and type (Price, Valuation, Estimates, etc.) by clicking the Charts button. A real-time preview of your graph appears in the top pane. Right-click and select Format to change the graph’s colors, titles, legend, or axes. To add an additional series to your ActiveGraph e.g. statistical lines like an average or median, financial items, or ratios click the Add Series button. Select a time period and frequency for the graph. (For some graphs, you may also need to specify additional options.) Choose your company’s StyleSet. 309 FactSet 310 Index About Fitch Learning ........................................................................................................... 3 Accelerated book-build offering (ABB) ............................................................................ 162 Accessing debt term sheets ............................................................................................ 281 Accessing company filing data ........................................................................................ 264 Accessing economic data................................................................................................ 286 Accessing forex rates ...................................................................................................... 284 Accessing money market rates ....................................................................................... 283 Accessing new issues monitor ........................................................................................ 280 Accessing shareholder data ............................................................................................ 262 Accessing the WACC profile ........................................................................................... 279 Accessing world equity indices........................................................................................ 285 Action-orientated questions ............................................................................................. 251 Active fund management................................................................................................. 227 ADR ................................................................................................................................. 151 Annuity ............................................................................................................................ 146 Arbitrage .................................................................................................................. 199, 213 Asset ................................................................................................................................. 64 Asset-backed security ..................................................................................................... 190 Asset management ........................................................................................................... 16 Balance sheet.............................................................................................................. 62, 98 Basic option .............................................................................................................. 204-206 Basis................................................................................................................................ 199 Beta ................................................................................................................................. 119 Bilateral loan/syndicated loan/club deal .......................................................................... 173 Bloomberg ....................................................................................................................... 255 Bloomberg beta profile .................................................................................................... 278 Bloomberg graphs ........................................................................................................... 269 Bloomberg keyboard ....................................................................................................... 256 Bloomberg MA search functionality ................................................................................. 287 Bloomberg news codes ................................................................................................... 289 Bond ................................................................................................................................ 180 Book-building................................................................................................................... 155 Building confidence ......................................................................................................... 251 Build up your resume ........................................................................................................ 41 Callable bond .................................................................................................................. 184 Capital (finance) leases ......................................................................................... 72, 73, 74 Cash flow growth perpetuity ............................................................................................ 116 Cash flow statement ............................................................................................... 63,93, 97 Certificate of deposit........................................................................................................ 170 Clean and dirty price ....................................................................................................... 187 Collaterized bond obligations (CBOs) ............................................................................. 191 Collaterized debt obligations (CDOs) .............................................................................. 191 Collaterized loan obligations (CLOs) ............................................................................... 191 Commercial paper ........................................................................................................... 169 Common stock or ordinary shares .................................................................................. 150 Company news for normalization purposes .................................................................... 265 Company profile .............................................................................................................. 133 Company takeover .......................................................................................................... 131 Company ticker ............................................................................................................... 260 Comparable company analysis ....................................................................................... 105 Comparable company valuation ...................................................................................... 122 Comparable transactions analysis .................................................................................. 105 Index Index 311 Index Competency questions ...................................................................................................... 51 Compound interest .................................................................................................. 142, 143 Contents .............................................................................................................................. 5 Context questions............................................................................................................ 251 Control premium .............................................................................................................. 127 Convertible bond ............................................................................................................. 184 Convertible preferred stock ............................................................................................. 151 Corporate banking ............................................................................................................. 20 Correlation coefficient...................................................................................................... 140 Cost of debt ..................................................................................................................... 115 Cost of equity .................................................................................................................. 115 Coupon ............................................................................................................................ 181 Covenant ......................................................................................................................... 177 Cover letter ........................................................................................................................ 46 Credit default swap.......................................................................................................... 211 Credit profile summary .................................................................................................... 277 Credit ratings ................................................................................................................... 178 Credit rating agencies ..................................................................................................... 178 Cross currency swap ....................................................................................................... 210 Cross rate ........................................................................................................................ 216 Cumulative preferred stock ............................................................................................. 150 Current analyst recommendations .................................................................................. 267 Deal ................................................................................................................................. 131 Deal-specific pitch book .................................................................................................. 134 Debt finance .................................................................................................................... 172 Debt maturity profiles ...................................................................................................... 282 Deferred tax..................................................................................................................... 100 De-lever a beta ................................................................................................................ 120 Derivatives and commodities ............................................................................................ 24 Discounted cash flow valuation ....................................................................................... 105 Discounting.............................................................................................................. 145, 147 Discount rate ................................................................................................................... 114 Discounted cash flow .............................................................................................. 110, 111 Dow Jones Industial Average (DJIA)............................................................................... 165 Dual track process........................................................................................................... 159 Duration ........................................................................................................................... 188 During the interview........................................................................................................... 50 Earnings dilution ................................................................................................................ 91 EBIT .................................................................................................................................. 84 EBITDA ............................................................................................................................. 85 Enterprise value .............................................................................................................. 109 EPS ............................................................................................................................. 89, 90 EPS accretive .................................................................................................................. 129 Equity ................................................................................................................................ 65 Equity dilution .................................................................................................................... 91 Equity screen................................................................................................................... 261 Equity swap ..................................................................................................................... 211 EURIBOR ........................................................................................................................ 177 Eurobond ......................................................................................................................... 185 EV multiple ...................................................................................................................... 123 EV/EBITDA...................................................................................................................... 124 Excel shortcuts ......................................................................................................... 291-293 Ex-div .............................................................................................................................. 152 Expenses........................................................................................................................... 66 Exporting data ................................................................................................................. 259 312 Index Exporting data from FactSet............................................................................................ 303 FactSet ..................................................................................................................... 295-309 Financial statement integration ......................................................................................... 67 Financial statements ............................................................................................. 70, 71, 75 Fire sale........................................................................................................................... 132 First round interview .......................................................................................................... 48 Fisher effect..................................................................................................................... 221 Floating rate note ............................................................................................................ 183 Forecasting the FCFF drivers.......................................................................................... 113 Foreign exchange rate .................................................................................... 216, 217, 219 Forward contract ............................................................................................................. 200 Forward forex deal .......................................................................................................... 218 Free cash flow to firm ...................................................................................................... 110 FTSE 100 ........................................................................................................................ 166 Futures ...................................................................................................... 195-199, 200-202 Futures contract .............................................................................................................. 200 General pitch book .......................................................................................................... 118 Geometric mean .............................................................................................................. 139 Golden parachutes .......................................................................................................... 131 Government yield curves................................................................................................. 275 Greenshoe option ............................................................................................................ 161 Hedging ........................................................................................................................... 197 High growth period .......................................................................................................... 111 High yield bond................................................................................................................ 185 Historical betas ................................................................................................................ 119 Importing share price data............................................................................................... 271 Income............................................................................................................................... 66 Income statement .............................................................................................................. 63 Index................................................................................................................................ 165 Index-linked bond ............................................................................................................ 184 Inter-bank rates ............................................................................................................... 169 Internal rate of return (IRR) ............................................................................................. 148 Interest rate swap ............................................................................................................ 209 Inter-quartile range .......................................................................................................... 137 Interview ................................................................................................................ 48, 49, 50 Introducting yourself ........................................................................................................ 247 Investment banking blogs.................................................................................................. 58 Investment banking division ('IBD') ............................................................................. 24, 31 Investment grade rating................................................................................................... 179 IPO process..................................................................................................................... 156 Issuer............................................................................................................................... 181 Issuer description screen ................................................................................................ 274 Launchpad....................................................................................................................... 257 League tables .................................................................................................................. 288 Leptokurtic ....................................................................................................................... 142 Liabilities............................................................................................................................ 65 LIBOR.............................................................................................................................. 177 Life as an intern ............................................................................................................... 239 Litigation .......................................................................................................................... 132 Loan finance .................................................................................................................... 173 LTM ................................................................................................................................... 88 Making the best first impression ...................................................................................... 247 Markets.............................................................................................................................. 23 Market capitalization........................................................................................................ 109 313 Index Maturity............................................................................................................................ 182 Menuing............................................................................................................................. 53 Merger model .................................................................................................................. 128 Mesokurtic ....................................................................................................................... 142 Minority interest ................................................................................................................. 83 Money markets and forex .................................................................................................. 24 Money weighted rate of return (MWRR).......................................................................... 229 Mortgage-backed securities (MBSs) ............................................................................... 191 Multiple approach ............................................................................................................ 116 Nasdaq ............................................................................................................................ 166 Net debt ........................................................................................................................ 78,79 Net debt 'net' ..................................................................................................................... 81 Net present value ............................................................................................................ 147 Nominal value.................................................................................................................. 181 Normal distribution .......................................................................................................... 141 Normalize a metric ............................................................................................................ 86 NOSH ................................................................................................................................ 84 NOSH via the description ................................................................................................ 263 Operating cash flow........................................................................................................... 94 Operating lease commitments........................................................................................... 80 Operating leases ............................................................................................................... 72 Operations ......................................................................................................................... 29 Options ............................................................................................................ 203, 206, 207 Output questions ............................................................................................................. 250 Pac man defense ............................................................................................................ 133 Passive fund management .............................................................................................. 227 Participating preferred stock............................................................................................ 150 Pension deficit ................................................................................................................... 81 Pension schemes .............................................................................................................. 99 Perpetuity ........................................................................................................................ 146 Personal skills training..................................................................................................... 245 PIK .................................................................................................................................. 186 Pilot fishing exercise........................................................................................................ 160 Pitch book........................................................................................................................ 133 Platykurtic ........................................................................................................................ 142 Poison pills ...................................................................................................................... 131 Portfolio construction ....................................................................................................... 225 Portfolio performance ...................................................................................................... 228 Preparation: The firm......................................................................................................... 49 Preparation: The industry .................................................................................................. 49 Preparing: Yourself............................................................................................................ 48 Private banking.................................................................................................................. 21 Pro-forma numbers ........................................................................................................... 88 Prospectus ...................................................................................................................... 159 Punctuality ....................................................................................................................... 243 Putable bond ................................................................................................................... 184 Recapitalizations ............................................................................................................. 132 Recruitment events ........................................................................................................... 39 Redeemable preferred stock ........................................................................................... 151 Related securities screen ................................................................................................ 273 Relative share price graph .............................................................................................. 270 Relevant broke report ...................................................................................................... 266 Research ........................................................................................................................... 24 Revolving credit facility .................................................................................................... 175 Rights issue ..................................................................................................................... 163 314 Index Risk ......................................................................................................................... 231, 233 Risk premium .................................................................................................................. 232 Roadshow ....................................................................................................................... 158 Sales ................................................................................................................................. 23 Secondary offering .......................................................................................................... 162 Share price data .............................................................................................................. 268 Sharpe ratio ..................................................................................................................... 234 S&P 500 .......................................................................................................................... 166 Standard deviation .......................................................................................................... 138 Standstill agreements ...................................................................................................... 132 STAR technique ................................................................................................................ 52 Structuring ......................................................................................................................... 24 Syndicate......................................................................................................................... 159 Technology ........................................................................................................................ 28 Term loan ........................................................................................................................ 174 Terminal period ............................................................................................................... 112 Terminal value ................................................................................................................. 116 TERP ............................................................................................................................... 163 The mean ........................................................................................................................ 136 The median ..................................................................................................................... 137 The mode ........................................................................................................................ 136 Time weighted rate of return (TWRR) ............................................................................. 230 Trading .............................................................................................................................. 23 Training ........................................................................................................................... 243 Transaction finance ......................................................................................................... 130 Treasury method ............................................................................................................... 92 Understanding tasks........................................................................................................ 249 Underwriting .................................................................................................................... 155 Valuation ................................................................................................. 104, 106, 107, 117 Valuation football field ..................................................................................................... 108 Valuation methodologies ................................................................................................. 104 Vanilla bond..................................................................................................................... 181 Weighted average cost of capital (WACC) ...................................................................... 115 Weighted average number of shares ................................................................................ 91 What is a banking? ............................................................................................................ 17 What to expect as an Analyst within a bank ...................................................................... 33 What makes a complete Analyst ....................................................................................... 34 When to apply ................................................................................................................... 47 White knight..................................................................................................................... 132 Working capital .................................................................................................................. 77 Working capital adjustments ............................................................................................. 95 Writing your resume or application .................................................................................... 43 Yield curve....................................................................................................................... 189 Yield curve analysis......................................................................................................... 276 Yield to Maturity (YTM).................................................................................................... 186 315 Notes 316 Notes 317 Notes 318