INVESTMENT BANKING LESSON 8 MAKING SENSE OF FINANCIAL STATEMENTS Investment Banking (2nd edition) Beijing Language and Culture University Press, 2013 Investment Banking for Dummies, Matthew Krantz, Robert R. Johnson,Wiley & Sons, 2014 WHAT’S IN THE NEWS OR WHAT’S THERE TO LEARN? How China is Upsetting the Old Economic World Order FORBES CHINA 30 ENTREPRENEURS UNDER THE AGE OF 30 LESSON 6 REVIEW 1. WHAT IS EDGAR AND HOW IS IT HELPFUL TO IB? 2. HOW CAN SOCIAL MEDIA, LIKE FACEBOOK, TWITTER, WE CHAT, etc HELP OR HURT IB ACTIVITIES? 1. INTRODUCTION 2. SPOTTING TRENDS IN THE FINANCIAL STATEMENTS – INCOME STATEMENTS 3. FINDING IB OPPORTUNITIES 4. ANALYZING THE BALANCE SHEETS 5. UNDERSTANDING A COMPANY’S FINANCIAL STRENGTH 6. LOCATING PITFALLS AND OPPORTUNITIES 7. STATEMENT OF CASH FLOWS 8. CALCULATING FREE CASH FLOW 9. PROXY STATEMENTS Just like we go to the doctor for a checkup, the same situation happens between investment banks and their clients. Companies share details about their business with close financial advisors. It’s part of the relationship between IB and companies, which is one reason why it is heavily regulated. But IB must still do their research. A company’s financial statements show how the company is performing, what kind of economic condition it is in and how it is positioned for the future. In this lesson, we find out how IB use the Income Statement, Balance Sheet and Statement of Cash Flows. And we will also look at the proxy statement, which also has lots of info. Every quarter (3 months) investors are fixed on the income statement and the earnings reports of major companies. The Income Statement tells all the parties: stock investors, bondholders, employees and of course, investment bankers, how much a company earned during the quarter. How much did a company bring in by selling goods and services? How much was left after paying expenses? In the US, the income statement must meet strict guidelines called, generally accepted accounting principles (GAAP). All companies that trade on the US exchanges file statements with the SEC. The income statement is used by IB to: A. TRACK THE WAY A BUSINESS IS GOING – Where is the company in it’s lifecycle? It will show if a young company is growing rapidly, or if a large company is struggling. B. HOW IS MANAGEMENT DOING? Management, including the CEO’s jobs may be on the line if a co. can’t find a way to drive profit higher. C. WHAT IS “DRIVING” THE BUSINESS? Which businesses are most important to a company? The IS will show what is driving the success of a company. Which divisions are doing well and which are not. REAL WORLD EXAMPLE: Disney 2012 Disneyland Parks: Revenue (total payment of goods and services) was $42.3 billion. After paying all expenses it turned $10 billion in profit. Disney theme parks accounted for 31% of the company’s revenue, but only 19% profit. The majority of revenue 46% and profit 66% came from the Disney media networks, like the ESPN sports network. WHAT ARE THE AREAS OF INTEREST IN THE IS FOR THE IB? Accountants look for “mistakes”. Investors look for clues to determine an investment opportunity. IB look for ways to help companies improve results. IB focus on the following line items: Revenue – measures amount of dollar volume and how quickly a company is growing. Cost of goods sold (COGS) – looking at direct costs like raw materials (expansion?) Gross Profit – a good indicator of how profitable a company’s line of business is before analyzing overhead costs, some of which are more controllable than direct costs. Selling, general & administrative costs (SG&A) – Not just raw materials but sales people to pay, advertising costs. These overhead costs are indirect costs to the IB. Operating Income – How much a company keeps from revenue after paying both direct and indirect costs. Gives IB a good idea of a company’s profitability excluding taxes. Interest expense – Borrowed money from bondholders & other lenders. The portion of expenses paid in the current period. Income taxes – Companies pay taxes and tax bills come into play when making decisions on business moves & where to locate a business (states have different taxes). Net profit – How much the company earned subtracting all the costs. These line items apply to most manufacturing firms and even many service firms like restaurants chains. Financial companies are different and the line items on the IS are read differently. Financial Statements look backwards and IB like to look forward. In chapter 7 we looked at pro forma analysis, which means “for the sake of” or “as a matter of form”. IB take the financial statements and create financial models. One of the adjustments IB make to the income statement is NOPAT (net operating profit after tax): NOPAT = Operating Income x (1-Corporate tax rate). This allows IB to see how profitable a company is leaving out the costs of debt financing. This gives IB an idea of how much debt a business can support before the interest payments become too much of a problem. The income statement is used by IB to look for holes that may be filled with a financial product. The next lesson (9) we will look at financial ratios which is part of the “magic” IB pull out of the income statement. In lesson 10 we will look at comparing a company’s financial statements to the industry or sector it is in. But there are opportunities to spot, looking at the IS. What are they? There are 3 main ones! A. CAPACITY TO HANDLE MORE DEBT – IB love finding ways to get companies to take on more debt, or leveraging it. When used properly can boost profitability. The interest expense line relative to the net income can help the IB suggest adding more debt. B. RIPE (READY) FOR A BOOST IN GROWTH When IB see the revenue line growing at a “snails pace” (so slowly), they see opportunity. So, when CEO’s look for a fast way to grow they will look to IB for buyout candidates that will help the company grow again. C. CANDIDATES FOR DIVESTITURE (SPINOFFS) – Slow growth in net income, yet as revenue is expanding could mean the co. is in a low-margin business. This can be a drag on a company as it uses valuable resources and employees with little payback. IB see this as an opportunity for the co. to be sold to another one that focuses on the same business, then they could become quite profitable. This is called a “spinoff” or divestiture. The balance sheet (BS) is a snapshot (quick view) in time of the financial health of a co. It shows the assets the co. owns and all the liabilities based on past cost or book value. The BS gives IB a look at the resources and liabilities has, critical information when it comes to selling financial products to a co. What are the key parts? Let’s get to know the assets! 1. CASH – Cold, hard cash! There’s nothing like it, right! Cash is critical for any corporate deals. Short term investments work well also. 2. ACCOUNTS RECEIVABLES – IOUs 3. INVENTORY – Co. must have raw materials to make products. This line item counts the value of products waiting to be sold or the various stages of manufacturing. 4. PROPERTY, PLANT AND EQUIPMENT- How much have these investments cost the co., minus depreciation. 5. ACCUMULATED DEPRECIATION – This becomes important to IB when considering the cash flow statement. 6. LONG-TERM INVESTMENTS – Generally stocks, bonds and real estate. 7. GOODWILL – Hard to describe but generally copyrights, brand names (like Coca-Cola). Firms accumulate goodwill when they buy another company for than the book value. The difference is shown on the balance sheet. 8. TOTAL ASSETS – All that the company controls. B. LIABILITIES 1. ACCOUNTS PAYABLE – What the co. owes 2. SHORT-TERM BORROWINGS – What the co. owes is due in less than a year. 3. LONG-TERM DEBT – Debt due in more than a year. 4. CURRENT PORTION OF LONG-TERM DEBT – The part of long term debt due in less than a year 5. CAPITAL LEASES – Renting can be convenient but may have obligations, contracts that are binding. B. LIABILITIES 6. PENSION AND RETIREMENT BENEFITS – Some companies may have obligations from pension plans than many companies no longer offer. C. EQUITIES – Means more than just stock. Equity means shareholder’s ownership of the company. The difference between assets and liabilities on the balance sheet is equity. The main way IB make the most of financial statements is using ratios, but there is still much they get from the balance sheet. A. COMMON SIZING ANALYSIS – This is measuring all of the items of a financial statement against the total. All of the co. individual assets and individual liabilities are divided by the total assets. Let’s look at a balance sheet for the Hershey corporation that has been common-sized. To an IB several things will “jump out”. First, notice that 15% of Hershey’s total assets are cash. There may be better uses for that cash. Second, 35% of the co. assets are tied up plant, etc. This means the co. is capital intensive with large investments in plant & equipment. B. COMPARING DEBT TO EQUITY – Important to IB is this relationship. By dividing total liabilities by total equity IB can see how leveraged a company is, or how much of the cost of a company is financed by debt or equity. The 78% debt is more than 3 times the equity. Knowing this helps IB advise Hershey’s. HERSHEY’S BALANCE SHEET COMMON-SIZED Balance Sheet Line item 2012 Value Common-size value Cash $728.3 15.3% Accounts Receivable Inventories $461.4 $633.3 9.7% 13.3% Property, Plant, Equipment $1,674.1 35.2% Goodwill Other Assets Total Assets Accounts Payable Short-term Debt Current portion long-term debt Long-term debt Other Liabilities $588.0 $669.70 $4,754.8 $442.0 $118.2 $257.7 $1,531.0 $1,357.6 12.4% 14.1% 100% 9.3% 2.5% 5.4% 32.2% 28.6% Total liabilities $3,706.5 78% Total Equity $1,048.4 22% C. STUDYING BOOK VALUE – Book value of equity is like a person’s net worth. Are you familiar with the term net worth? Simply, the book value of equity is what the company’s assets are worth after paying all it’s liabilities. Book value of equity is calculated by subtracting total liabilities and goodwill from a company’s total assets. 4,755 – 3707 + 588 (4295) = 460 million book value When clients of the bank met with me for financial planning, one of the first things I would have them do is create a net worth statement. By looking at all the assets they own and then all the liabilities they owe, I could set up priorities for the person to achieve. Looking at the balance sheet for IB will show the opportunities as well as potential problems for a company. There are 2 main ones to look at: A. OPPORTUNITY TO INCREASE LEVERAGE B. FINDING USES FOR CASH A. OPPORTUNITY TO INCREASE LEVERAGE – One of the “top tricks” of IB is to help companies sell debt securities to increase their level of leverage. Companies can push up their profitability while pleasing shareholders. When debt is used to boost profit, that increases the return on equity invested in the business. But debt is always a “double edged sword” – can be good or bad! B. FINDING USES FOR CASH – Like a dog can’t wait to get to it’s food, IB love to see cash in a company, especially when interest rates are low. Cash that is sitting has a high opportunity cost meaning co. are missing out on opportunities elsewhere. IB will talk with cash-rich companies about uses for the cash such as M & A activity. Most individual investors look at the income statement and to a lesser degree the balance sheet. They look for how much a company is earning (stock price growth) and how much cash a co. has (dividends). IB know the power of the statement of cash flows. This shows where the money is coming in and going out of the business. Cash flow is different from net income. A co. may make a sale but the cash hasn’t been received yet. The statement of cash flows is concerned with how dollars find it’s way into the company. Why is the cash flow statement so important? Remember – CASH IS KING to an IB! Income statements show profits. You can’t spend profits! The cash flow statement shows when a co. brings in cash or spends it! IB focus on the statement of cash flow because it is seen as more pure and less influenced by accounting “gimmicks” (manipulations) than other financial statements like the income statement UNDERSTANDING THE CASH FLOW STATEMENT – THERE ARE 3 MAIN PARTS: A. CASH FLOWS USED BY OPERATING ACTIVITIES B. CASH FLOWS USED BY INVESTING ACTIVITIES C. CASH FLOWS USED BY FINANCING ACTIVITIES Let’s look at each of these! Cash Flows from Operating Activities: Operating Income (EBIT) Depreciation expense $2,000,000 100,000 Increase in Accts Receivable -200,000 Cash Flow from Financing Activities: Payment of Dividends -100,000 Increase in long-term debt 300,00 Repayment of debt -100,000 Salaries Payable Increase In accts payable 100,000 100,000 Net cash flow from financing Activ 100,000 Net change in cash 1,500,000 Increase in inventory -300,000 Beginning Cash balance Ending Cash balance Net cash flow from operating activities $1,800,000 Sale of Equipment $200,000 Acquisition of company -500,000 Building Improvements -100,000 Net cash flow from Investing Activities $-400,00 600,000 $2,100,000 CASH FLOWS PROVIDED FROM (USED BY) OPERATING ACTIVITIES: Here, you find out how much of the co. profit came from doing business in cash. Calculating cash flows from operating activities starts with net income from the income statement. Uses of cash are deducted from net income and sources of cash are added back. +Add back depreciation and amortization: Net income takes a hit from an expense that doesn’t cost the co. a bit of cash: depreciation. Accountants require co. to deduct from profit wear and tear on equipment that doesn’t cost cash. Depreciation is added back to net income to come up with net cash flow from operations. CASH FLOWS PROVIDED FROM (USED BY) OPERATING ACTIVITIES: +Stock-based compensation: Since a big part of CEO pay is in stock and not cash, it’s added back to net income. - Accounts Receivables: Because some goods and services aren’t collected right away the sale does not count as net income, thus it is subtracted. CASH FLOWS PROVIDED FROM (USED BY) INVESTING ACTIVITIES: - Capital Additions: Co. will need to improve facilities (an investment) and when using cash, the amount is subtracted from cash flow. + Proceeds from sales of properties, plant, equipment: When these assets are sold, it is a boost in cash. Added to cash flow. - Business Acquisitions: When a co. buys another co. (M & A) cash is often used and subtracted CASH FLOWS PROVIDED FROM (USED BY) FINANCING ACTIVITIES: Where is a co. getting and using cash to pay for its operation. + Increases in debt: Adding to debt by borrowing increases cash and IB will keep an eye on this. Is it short or long term. Which type will indicate how much cash goes out. - Repayment of long-term debt: Subtracted from cash but can reduce debt and interest payments. CASH FLOWS PROVIDED FROM (USED BY) FINANCING ACTIVITIES: - Cash dividends paid: A significant subtraction from cash. Something investors want a co. to pay when the co. is “sitting on cash”. In hard times, though, co. may suspend dividends. Cash Flows from Operating Activities: Operating Income (EBIT) Depreciation expense $2,000,000 100,000 Increase in Accts Receivable -200,000 Cash Flow from Financing Activities: Payment of Dividends -100,000 Increase in long-term debt 300,00 Repayment of debt -100,000 Salaries Payable Increase In accts payable 100,000 100,000 Net cash flow from financing Activ 100,000 Net change in cash 1,500,000 Increase in inventory -300,000 Beginning Cash balance Ending Cash balance Net cash flow from operating activities $1,800,000 Sale of Equipment $200,000 Acquisition of company -500,000 Building Improvements -100,000 Net cash flow from Investing Activities $-400,00 600,000 $2,100,000 As you can see, the statement of cash flow is an important financial statement to IB. Every dollar is counted and listed in a category. IB often mix and match items from the 3 sections of the statement. Free cash flow (FCF) measures the co. cash flow power from its core operations, after making necessary adjustments such as investing in plant and equipment, if it wants to stay in business long term. Let’s look at how to calculate cash flow! A. Start with net cash flows from operating activities: This number is net income adjusted for all uses and sources of cash from the co. operations. B. Subtract capital additions from net cash flow from operating activities C. Analyze the findings: This number gives IB a look at how much cash the co. needs to keep running on an ongoing basis. If the co. free cash flow is negative, that is a bad sign. Example of internet co. in the 1990’s Besides the 3 main financial statements: Income Statement, Balance Sheet and Statement of Cash Flows, there is another statement IB use – the proxy statement. Because people are so important to the running of a co. the proxy statement gives information about: A.Top Management: 1. CEO (Chief Executive Officer) 2. CFO (Chief Financial Officer) 3. COO (Chief Operating Officer) B. Relationships top managers have with other companies: Shows all the other companies the managers work with, say on the Board of Directors. C. Details about the Board of Directors: The CEO’s and management team answer to the Board of Directors, which are professional people hired by the shareholders to supervise the co. management team. D. Analyzing pay structure of the CEO: D. Analyzing pay structure of the CEO: 1. Salary – small portion lower than 1 million 2. Bonuses – based on meeting goals 3. Stock awards – granted based on performance 4. Stock options – the right but not the obligation to buy stock at a pre-set value 5. Other Compensation – things like use of a company jet, private security, etc 6. Total: The proxy statement shows it all.