OCP Group E-Cademy Dominique Jacquet

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Consolidation course, module 4 // Industrial investment

  1. Consolidation Course
  2. Consolidation course, module 4 // Industrial investment
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WEBVTT 1 00:00:01.575 --> 00:00:02.595 The second method 2 00:00:02.855 --> 00:00:05.635 of consolidation will look a bit like the first, 3 00:00:06.135 --> 00:00:08.315 but with a significant modification 4 00:00:08.865 --> 00:00:12.355 resulting from a change in investors' perspective. 5 00:00:13.225 --> 00:00:16.595 It's no longer a question of a limited equity investment, 6 00:00:17.055 --> 00:00:21.115 but often in industrial investment reflecting a real 7 00:00:21.835 --> 00:00:22.875 strategic commitment 8 00:00:22.895 --> 00:00:25.915 of the investor in the development of a project. 9 00:00:27.585 --> 00:00:31.915 What I am describing is frequently found in the construction 10 00:00:31.915 --> 00:00:34.355 of a joint venture with an industrial partner. 11 00:00:35.175 --> 00:00:38.955 On the other hand, this commitment does not result in taking 12 00:00:39.105 --> 00:00:40.275 control of the target. 13 00:00:41.065 --> 00:00:44.955 This method of consolidation is called the equity method. 14 00:00:45.865 --> 00:00:48.675 There's no change in the valuation of the target company. 15 00:00:48.785 --> 00:00:52.835 Obviously you remember we assessed the value at 300, 16 00:00:53.455 --> 00:00:55.635 the enterprise value, which is the value of equity. 17 00:00:55.695 --> 00:00:58.995 The market capitalization when the company is listed plus 18 00:00:59.175 --> 00:01:02.275 net interest bearing debt is 320. 19 00:01:02.905 --> 00:01:05.115 Capital employed, which is the amount of money 20 00:01:05.795 --> 00:01:08.195 invested in business operation is 80. 21 00:01:08.935 --> 00:01:11.675 The multiple, which is very well known as market to book, 22 00:01:11.815 --> 00:01:14.795 is enterprise value divided by capital employed. 23 00:01:15.465 --> 00:01:17.595 It's for, again, it means 24 00:01:17.595 --> 00:01:20.795 that $1 investor in the business is now worth $4, 25 00:01:21.005 --> 00:01:24.155 which is a consequence of a very profitable company. 26 00:01:24.775 --> 00:01:28.075 No, there is a quite significant change in the financial 27 00:01:28.075 --> 00:01:29.675 characteristics of the operation. 28 00:01:30.135 --> 00:01:33.675 The investor doesn't take any more 10% of equity stake, 29 00:01:34.095 --> 00:01:36.195 but 40% of equity stake. 30 00:01:36.735 --> 00:01:39.355 The investor is not going to buy shares issued 31 00:01:39.455 --> 00:01:41.915 by the target, so there's no capital 32 00:01:42.435 --> 00:01:43.715 increase on a target side 33 00:01:44.375 --> 00:01:47.435 and has the investor has enough cash in the bank account 34 00:01:47.535 --> 00:01:50.635 to pay for the acquisition to pay for the equity stake. 35 00:01:51.105 --> 00:01:54.635 There's no increase in the number of shares. 36 00:01:54.635 --> 00:01:57.715 There is no capital increase on the investor side as well. 37 00:01:58.745 --> 00:02:02.395 Basically, the target shareholders are selling part 38 00:02:02.395 --> 00:02:04.555 of their shares, not all their shares, 39 00:02:04.555 --> 00:02:08.715 but only 40% of them In terms of cash out, 40 00:02:08.825 --> 00:02:10.355 what does it mean for the investor? 41 00:02:10.545 --> 00:02:15.035 It's a disbursement which is 40% equity stake multiplied 42 00:02:15.035 --> 00:02:18.635 by 300 value of 100% of the shares. 43 00:02:19.095 --> 00:02:23.715 So 40% of 300 is 120 business as usual, 44 00:02:23.935 --> 00:02:25.955 the operation is going to be carried out on the 45 00:02:25.955 --> 00:02:28.675 1st of January of your n plus one. 46 00:02:29.055 --> 00:02:31.835 For a matter of simplicity in the calculation, 47 00:02:32.435 --> 00:02:34.155 I will follow exactly the same process. 48 00:02:34.805 --> 00:02:37.595 First, we are going to build the balance sheet on the 49 00:02:37.595 --> 00:02:39.075 1st of January, immediately 50 00:02:39.125 --> 00:02:43.235 after the acquisition, immediately after the equity stake. 51 00:02:43.945 --> 00:02:47.035 Then we'll observe the impact of these equity 52 00:02:47.715 --> 00:02:50.595 participation on the income statement on the p and l 53 00:02:50.815 --> 00:02:53.875 and on the cashflow statement of the investor. 54 00:02:54.505 --> 00:02:57.355 Last and not least, the construction of the balance sheet 55 00:02:57.495 --> 00:03:00.885 for the investor at the end of the period, 31st of December, 56 00:03:01.275 --> 00:03:02.525 year end plus one. 57 00:03:03.585 --> 00:03:05.405 The balance sheet on the first of Jerry 58 00:03:05.625 --> 00:03:10.125 for the investor looks a little bit like the one I presented 59 00:03:10.145 --> 00:03:11.645 for the financial investment. 60 00:03:12.615 --> 00:03:15.925 There will be a new equity stake, which is going to show 61 00:03:16.025 --> 00:03:18.805 as a financial investment in the non-car asset, 62 00:03:19.185 --> 00:03:20.845 and it's going to be paid by cash, 63 00:03:21.305 --> 00:03:23.885 so you increase the financial fixed asset, 64 00:03:24.025 --> 00:03:26.325 you decrement the cash by the same amount. 65 00:03:27.025 --> 00:03:29.245 No change in equity on liabilities 66 00:03:29.555 --> 00:03:31.405 because there is no capital increase 67 00:03:31.405 --> 00:03:33.045 because that does not change and 68 00:03:33.045 --> 00:03:36.565 because of course operating liabilities are absolutely not 69 00:03:36.925 --> 00:03:38.285 affected by this equity stake. 70 00:03:39.265 --> 00:03:42.935 Let's start first with the asset side. No change in the net. 71 00:03:43.175 --> 00:03:45.455 Tangible fixed assets, no change in the 72 00:03:45.455 --> 00:03:46.695 intangible fixed asset. 73 00:03:47.005 --> 00:03:50.815 Financial fixed assets are incremented by the amount 74 00:03:50.815 --> 00:03:54.535 of money we cashed out to invest in the equity stake. 75 00:03:54.995 --> 00:03:59.295 120 current operating assets, of course, no change 76 00:03:59.295 --> 00:04:02.815 because we have not yet started operating year end plus one 77 00:04:03.195 --> 00:04:06.815 and cash is out by the amount of money we had 78 00:04:06.815 --> 00:04:10.335 to cash out in order to invest in the equity stake. 79 00:04:11.975 --> 00:04:13.775 Absolutely no change in the total assets 80 00:04:14.045 --> 00:04:15.415 because in fact, 81 00:04:15.805 --> 00:04:19.055 investing in this equity stake has a double impact. 82 00:04:19.055 --> 00:04:22.375 With a trade off, you increase the financial fixed asset 83 00:04:22.515 --> 00:04:27.495 and you reduce cash by the same amount, plus 120 minus 120. 84 00:04:28.395 --> 00:04:29.615 As I previously said, 85 00:04:29.615 --> 00:04:32.615 there's absolutely no change in the equity and liabilities. 86 00:04:33.395 --> 00:04:37.095 No capital increase, no shareholders' equity impact. 87 00:04:37.645 --> 00:04:40.935 Long-term and short-term financial debt are not affected. 88 00:04:41.435 --> 00:04:45.335 Why? Because the equity stake is entirely financed by cash. 89 00:04:45.835 --> 00:04:49.375 Do you remember? No change in equity, no change in debt, 90 00:04:49.595 --> 00:04:52.095 and no change in the current operating liabilities 91 00:04:52.205 --> 00:04:56.015 because we have not yet started operating year end plus one. 92 00:04:56.765 --> 00:04:59.075 There was a significant change in the financial 93 00:04:59.075 --> 00:05:03.595 characteristics moving the equity stake from 10 to 40%. 94 00:05:03.975 --> 00:05:06.915 Now, there is a very big change in the economic 95 00:05:06.915 --> 00:05:08.635 characteristics of the operation. 96 00:05:09.105 --> 00:05:11.755 It's no more simple financial investment 97 00:05:12.455 --> 00:05:14.235 now it's a business investment. 98 00:05:14.695 --> 00:05:16.235 We invest in a business 99 00:05:16.495 --> 00:05:19.355 and we are very much interested in the 100 00:05:19.425 --> 00:05:20.755 development of the business. 101 00:05:21.375 --> 00:05:23.435 Of course, we don't control the business 102 00:05:23.435 --> 00:05:25.875 because we have less than 50% of the shares, 103 00:05:26.135 --> 00:05:30.435 but with 40% you have a significant influence on the 104 00:05:30.875 --> 00:05:32.595 decisions which are taken by the target. 105 00:05:33.335 --> 00:05:34.955 You have an influence on the strategy. 106 00:05:35.375 --> 00:05:37.715 You have an influence on the operations. 107 00:05:38.775 --> 00:05:40.315 Now you remember that as far 108 00:05:40.315 --> 00:05:42.075 as the financial investment was concerned, 109 00:05:42.455 --> 00:05:44.475 we were accounting for a financial income, 110 00:05:44.475 --> 00:05:46.915 which was the dividend paid by the target 111 00:05:47.415 --> 00:05:48.755 to its shareholders. 112 00:05:49.535 --> 00:05:52.395 Now, the dividend is kind of immediate remuneration. 113 00:05:53.095 --> 00:05:55.515 The dividend is no value creation. 114 00:05:55.935 --> 00:05:59.525 It is a transfer of the value which has been created 115 00:05:59.825 --> 00:06:02.285 by the company to its shareholders. 116 00:06:02.945 --> 00:06:04.845 You don't create value as a dividend. 117 00:06:04.945 --> 00:06:07.125 You transfer the value which was created. 118 00:06:08.305 --> 00:06:11.205 Now you understand that if we hold 40% of the target, 119 00:06:11.585 --> 00:06:15.965 we are quite interested not only in immediate remuneration 120 00:06:16.025 --> 00:06:18.645 but in the value which is created by the target, 121 00:06:19.625 --> 00:06:22.445 and value is related with performance 122 00:06:23.065 --> 00:06:25.805 and what measures the performance in the p 123 00:06:25.805 --> 00:06:29.005 and l is not the dividend paid by the company 124 00:06:29.065 --> 00:06:31.045 to the shareholders because it's not in the p and l. 125 00:06:31.225 --> 00:06:32.725 It is a net income. 126 00:06:32.745 --> 00:06:36.045 The bottom line, which is attributable to shareholders 127 00:06:36.705 --> 00:06:38.445 as it is attributable to shareholders. 128 00:06:38.665 --> 00:06:41.925 It is about the value which is created for the shareholders. 129 00:06:42.785 --> 00:06:43.925 Now, what is the impact of 130 00:06:43.925 --> 00:06:46.605 what I just said on the accounting information? 131 00:06:47.515 --> 00:06:50.325 Obviously the amount which was invested in target is 132 00:06:50.815 --> 00:06:52.285 quite significant. 133 00:06:53.345 --> 00:06:57.205 Now your duty is to provide information on the financial 134 00:06:57.965 --> 00:06:59.285 relevance of this investment. 135 00:07:00.025 --> 00:07:01.605 The shareholders they need to know, 136 00:07:01.745 --> 00:07:03.925 but also the stakeholders, the financial creators, 137 00:07:04.225 --> 00:07:05.365 and anybody needs 138 00:07:05.365 --> 00:07:08.005 to know about the relevance of the investment. 139 00:07:08.795 --> 00:07:10.205 Then it's about relevance, 140 00:07:10.205 --> 00:07:12.045 it's about performance and it's about value. 141 00:07:12.265 --> 00:07:15.245 You have to show the performance somewhere in your 142 00:07:15.245 --> 00:07:16.285 financial statements. 143 00:07:17.665 --> 00:07:19.925 Now in the p and l of the investor, you are going 144 00:07:19.925 --> 00:07:22.205 to show a share of the net income 145 00:07:22.785 --> 00:07:25.125 of the participation in target, 146 00:07:25.865 --> 00:07:28.005 and then this is about performance. 147 00:07:28.345 --> 00:07:31.845 It is about value, it's about relevance of the investment. 148 00:07:32.575 --> 00:07:33.725 Let's build a p and l. 149 00:07:33.865 --> 00:07:36.805 The income statement for your n plus one for the investor, 150 00:07:37.505 --> 00:07:40.405 no change in sales in EBITDA and depreciation. 151 00:07:40.795 --> 00:07:43.525 EBIT operating income is 126. 152 00:07:44.585 --> 00:07:46.645 Now we have excluded from the p 153 00:07:46.645 --> 00:07:49.325 and l, the financial income, which was a consequence 154 00:07:49.325 --> 00:07:52.765 of receiving 10% of the dividend paid by the target. 155 00:07:53.665 --> 00:07:54.805 We replay that by 156 00:07:54.875 --> 00:07:58.605 what is named earnings from affiliate companies. 157 00:07:59.355 --> 00:08:01.925 This affiliate company is a target. 158 00:08:02.465 --> 00:08:04.285 We have a significant equity stake 159 00:08:04.305 --> 00:08:06.725 and we show a share of the net income. 160 00:08:07.425 --> 00:08:10.005 Now, where does it show in a p and l? 161 00:08:10.515 --> 00:08:13.525 Here I present the earnings from affiliate companies 162 00:08:13.715 --> 00:08:14.885 next to the ebit. 163 00:08:15.545 --> 00:08:19.845 For some other companies, they prefer to present in their p 164 00:08:19.845 --> 00:08:23.325 and l, the earnings from affiliate close to the net income. 165 00:08:23.915 --> 00:08:26.285 There's absolutely no rule. 166 00:08:26.625 --> 00:08:30.325 You present it the way you like depending on how you want 167 00:08:30.325 --> 00:08:31.485 to present information. 168 00:08:32.185 --> 00:08:35.445 Now, let's go back to the p and l EBIT 126. 169 00:08:35.985 --> 00:08:38.885 We add the earnings from affiliate 24. 170 00:08:39.265 --> 00:08:42.645 We deduct the interest expense 30 and the earnings 171 00:08:42.645 --> 00:08:45.805 before tax is now 120. 172 00:08:46.745 --> 00:08:48.405 Of course, it's not a taxable income 173 00:08:48.405 --> 00:08:50.965 because the earnings you show in your p 174 00:08:50.965 --> 00:08:54.485 and l from affiliate companies have already paid income tax, 175 00:08:54.785 --> 00:08:57.005 So you don't pay taxes again, 176 00:08:57.585 --> 00:09:00.925 so the earnings from FE eight companies 24 are not going 177 00:09:00.925 --> 00:09:02.565 to increment the taxable income. 178 00:09:03.265 --> 00:09:06.005 You have to deduct these earnings from the earnings 179 00:09:06.005 --> 00:09:08.685 before tax in order to calculate the taxable income. 180 00:09:09.185 --> 00:09:12.285 You also remember that the dividend we are receiving from 181 00:09:12.285 --> 00:09:15.085 the target is not taxable. 182 00:09:15.415 --> 00:09:19.205 Under most circumstances though, at the end of the day, 183 00:09:19.425 --> 00:09:22.605 the earnings before tax is 120. 184 00:09:22.985 --> 00:09:25.125 The taxable income is 96. 185 00:09:25.625 --> 00:09:29.845 We pay 25%, which is 24, and the earnings 186 00:09:29.845 --> 00:09:34.205 after tax is 120 minus 24, 187 00:09:34.215 --> 00:09:35.605 which is 96. 188 00:09:36.195 --> 00:09:39.565 From p and l to cash flow statement, your n plus one 189 00:09:39.565 --> 00:09:43.325 for the investor EPDA minus interest expense, 190 00:09:43.605 --> 00:09:45.645 minusing income tax minus changing 191 00:09:45.645 --> 00:09:47.045 working capital requirement. 192 00:09:47.435 --> 00:09:50.085 Then the operating cash flow is 226 193 00:09:50.735 --> 00:09:53.285 minus capital expenditures free cashflow. 194 00:09:54.305 --> 00:09:56.965 But we receive a dividend from the affiliate company. 195 00:09:57.145 --> 00:09:58.685 We receive a dividend from the target. 196 00:09:59.465 --> 00:10:03.165 You remember in the financial investment it was 10% of 40, 197 00:10:03.175 --> 00:10:08.045 which was four 90, 40% of 40, which is 16, 198 00:10:08.585 --> 00:10:10.845 and it's getting into your cash account. 199 00:10:11.305 --> 00:10:13.725 So the change in the cash position is going to be the sum 200 00:10:13.725 --> 00:10:15.245 of the free cash flow generated 201 00:10:15.345 --> 00:10:20.045 by the investor 26 plus the dividend received from the 202 00:10:20.045 --> 00:10:23.765 company in which the investor holds 40%, 16. 203 00:10:24.105 --> 00:10:25.565 The sum is 42. 204 00:10:26.145 --> 00:10:29.005 Now we can build that balance sheet at the end of the year 205 00:10:29.025 --> 00:10:31.365 and we are going to start with equity and liabilities. 206 00:10:32.145 --> 00:10:34.805 No shares issue, so no change in capital 207 00:10:35.145 --> 00:10:36.605 and additional paid in capital 208 00:10:37.345 --> 00:10:40.445 retain earnings are incremented by the earnings generated 209 00:10:40.465 --> 00:10:41.765 by the company during the year, 210 00:10:41.825 --> 00:10:43.645 and you remember that the company does not 211 00:10:43.645 --> 00:10:44.845 distribute any dividend. 212 00:10:45.865 --> 00:10:50.525 So basically the 600 becomes 600 plus 96 earnings 213 00:10:50.525 --> 00:10:54.405 of the year minus no dividend, 696, 214 00:10:55.105 --> 00:10:56.325 no change in long term 215 00:10:56.745 --> 00:11:00.365 and short term non-Current current financial debt, 216 00:11:00.805 --> 00:11:02.805 respectively 400 and 200. 217 00:11:03.715 --> 00:11:07.125 Current operating liabilities are incremented by 10%, 218 00:11:07.125 --> 00:11:08.325 which was the initial assumption. 219 00:11:09.025 --> 00:11:11.645 And then we have the current liabilities plus a permanent 220 00:11:11.645 --> 00:11:14.685 capital, which give us a total equity on liabilities 221 00:11:14.785 --> 00:11:18.685 of 1,926 gross. 222 00:11:18.685 --> 00:11:20.645 Fixed assets have been incremented 223 00:11:20.705 --> 00:11:22.125 by the capital expenditures 224 00:11:22.265 --> 00:11:25.005 and accumulated depreciation by the depreciation 225 00:11:25.005 --> 00:11:28.525 of the year, so the net tangible fixed asset property plant 226 00:11:28.525 --> 00:11:32.725 and equipment moved from 800 to 826, no change, 227 00:11:33.625 --> 00:11:36.005 no modification of the intangible fixed asset, 228 00:11:36.145 --> 00:11:39.645 and you remember that we have invested 120 in 229 00:11:39.795 --> 00:11:41.165 financial fixed assets. 230 00:11:41.185 --> 00:11:45.645 The equity stake, the inventories, the accounts receivable, 231 00:11:45.645 --> 00:11:47.765 and the other current operating assets have 232 00:11:47.765 --> 00:11:49.125 increased by 10%. 233 00:11:49.745 --> 00:11:52.365 The cashflow statement gave us the increase in cash, 234 00:11:52.735 --> 00:11:54.605 Which was 380 235 00:11:54.855 --> 00:11:59.365 after we disperse 120 for the acquisition 236 00:11:59.625 --> 00:12:00.965 of 40% of the target. 237 00:12:01.705 --> 00:12:05.605 Now, the cashflow statement shows a bottom line of plus 42, 238 00:12:05.945 --> 00:12:10.485 change in cash, plus 42 cash at the end of the period 422. 239 00:12:10.905 --> 00:12:12.925 We calculate the sum of the non-current 240 00:12:13.185 --> 00:12:17.725 and the current assets and we get 1,918 241 00:12:18.745 --> 00:12:23.005 and it's not exactly 1,926, 242 00:12:23.255 --> 00:12:26.125 which is the total equity and liabilities. 243 00:12:26.415 --> 00:12:27.645 There is a difference. 244 00:12:28.305 --> 00:12:30.765 Now, let's first start to explain the difference. 245 00:12:31.825 --> 00:12:33.565 The difference first is calculated 246 00:12:33.745 --> 00:12:36.805 as 1,926 minus 247 00:12:37.025 --> 00:12:39.125 1,918. 248 00:12:39.785 --> 00:12:41.125 The difference is eight, 249 00:12:42.105 --> 00:12:45.365 but you remember that the retainer earnings were incremented 250 00:12:45.545 --> 00:12:48.925 by the net profit of the equity stake, 251 00:12:49.385 --> 00:12:50.925 so it was 24. 252 00:12:51.025 --> 00:12:54.205 24 is 40% of 60. 253 00:12:55.235 --> 00:12:57.565 What did we take into account on the asset side 254 00:12:57.565 --> 00:12:59.765 of the balance sheet, the cash at the end 255 00:12:59.765 --> 00:13:02.685 of the year includes a dividend, which is paid 256 00:13:02.685 --> 00:13:06.885 by the equity stake and it is 40% of 40, 257 00:13:07.705 --> 00:13:12.125 so you understand that the difference is 24 minus 16, 258 00:13:12.505 --> 00:13:13.685 it is eight, 259 00:13:14.145 --> 00:13:18.725 and it's 40% of 60 minus 40% of 40. 260 00:13:19.415 --> 00:13:21.045 Let's try to interpret a little bit 261 00:13:21.045 --> 00:13:22.565 what happened in the accounts. 262 00:13:23.015 --> 00:13:27.045 40% of 60 minus 40 is 40% 263 00:13:27.605 --> 00:13:29.165 multiplied by the difference 264 00:13:29.165 --> 00:13:31.165 between the net income generated 265 00:13:31.185 --> 00:13:34.685 by the company minus a dividend paid to the shareholders. 266 00:13:35.705 --> 00:13:38.725 You remember that net earnings minus dividend is in fact 267 00:13:38.725 --> 00:13:41.325 what is incrementing the retain earnings, 268 00:13:42.225 --> 00:13:44.805 and of course if you look at the equity of the target, 269 00:13:45.185 --> 00:13:48.365 it goes up from 60 to 80. 270 00:13:48.785 --> 00:13:51.805 It has been incremented by 20, which is a difference 271 00:13:51.805 --> 00:13:54.445 between, again, 60 and 40. 272 00:13:55.585 --> 00:13:59.845 We have now to find a way to show the accounting revaluation 273 00:13:59.845 --> 00:14:03.525 of the target in the accounts of the investor. 274 00:14:04.665 --> 00:14:07.925 How are we going to proceed on an accounting point of view? 275 00:14:09.395 --> 00:14:12.775 We have to provide an information on a reevaluation 276 00:14:12.955 --> 00:14:14.935 of the equity of the target, 277 00:14:15.915 --> 00:14:18.655 and it's going to show as a reevaluation of the assets 278 00:14:18.715 --> 00:14:20.495 of the financial fixed assets. 279 00:14:20.495 --> 00:14:24.455 Because the financial fixed assets show our equity stake in 280 00:14:24.455 --> 00:14:28.295 the target, the revaluation amount is going to be simply 281 00:14:28.825 --> 00:14:32.895 40% of the increase in the retain earnings 282 00:14:33.045 --> 00:14:35.575 that we can read in the balance sheet of the target. 283 00:14:36.235 --> 00:14:38.375 The retain earnings are incremented by 20. 284 00:14:38.755 --> 00:14:41.695 We hold 40% of the target. 285 00:14:42.115 --> 00:14:44.415 We hold 40% of the retain earnings, 286 00:14:44.995 --> 00:14:49.095 and 40% of 20 is eight, which is a difference. 287 00:14:50.235 --> 00:14:52.045 Now, let's go back to the asset side 288 00:14:52.045 --> 00:14:53.605 of the balance sheet of the investor. 289 00:14:54.075 --> 00:14:57.525 Nothing has changed except the financial fixed assets 290 00:14:57.715 --> 00:14:59.405 because I decided to 291 00:15:00.245 --> 00:15:02.685 reevaluate the equity stake in the target, 292 00:15:03.425 --> 00:15:07.165 and then you understand that the 120 is not unchanged. 293 00:15:07.165 --> 00:15:08.885 It's incremented by eight, 294 00:15:09.265 --> 00:15:12.285 and it is turned into 128. 295 00:15:13.145 --> 00:15:15.725 Now, everything else being equal, you understand 296 00:15:15.725 --> 00:15:16.765 that the bottom line, 297 00:15:16.785 --> 00:15:21.165 the total asset is now 1,926, 298 00:15:21.345 --> 00:15:23.965 and the good news is that it perfectly matches 299 00:15:24.195 --> 00:15:26.085 with equity and liabilities. 300 00:15:27.065 --> 00:15:29.925 Now, obviously you could argue that it is just 301 00:15:29.995 --> 00:15:32.525 between quotes, a kind of accounting tip. 302 00:15:33.065 --> 00:15:36.805 The objective is that the assets are matching ways, equity 303 00:15:36.985 --> 00:15:41.605 and liabilities, but it's a little bit more than a tip. 304 00:15:42.155 --> 00:15:43.285 It's an information. 305 00:15:44.305 --> 00:15:47.205 You understand that we found a clever way 306 00:15:47.265 --> 00:15:48.405 to restore the balance, 307 00:15:48.745 --> 00:15:51.525 but we have also improved the information which is 308 00:15:52.125 --> 00:15:54.885 provided to the stakeholders and to the shareholders. 309 00:15:55.625 --> 00:15:56.925 You remember that we have 310 00:15:56.925 --> 00:16:00.365 to provide some relevant information on the investment. 311 00:16:01.185 --> 00:16:04.205 Now we provide a relevant information on the evolution 312 00:16:04.225 --> 00:16:05.605 of equity stake. 313 00:16:06.225 --> 00:16:08.965 The equity stake is investors' implication. 314 00:16:09.465 --> 00:16:13.725 We have incremented our implication in the target 315 00:16:14.265 --> 00:16:16.605 by the amount of retained earnings. 316 00:16:17.465 --> 00:16:20.045 We have accepted as an investor 317 00:16:20.155 --> 00:16:22.605 that the earnings are incremented by 20 318 00:16:22.825 --> 00:16:27.365 and our implication is added by 40% of 20. 319 00:16:28.025 --> 00:16:31.805 So we have improved information, which is related 320 00:16:31.955 --> 00:16:34.725 with the equity stake in the target. 321 00:16:35.765 --> 00:16:38.905 Of course, it's an information which is limited to equity, 322 00:16:39.205 --> 00:16:40.905 but quite interesting. 323 00:16:42.095 --> 00:16:45.025 This is name the equity method. 324 00:16:45.135 --> 00:16:49.585 Because this method provides information on the equity 325 00:16:49.765 --> 00:16:52.625 of the target, you probably notice 326 00:16:52.695 --> 00:16:54.825 that we have reevaluated an asset. 327 00:16:55.325 --> 00:16:58.345 It happens at companies sometimes reevaluate assets, 328 00:16:58.605 --> 00:17:01.905 for example, a premise, but if you reevaluate a premise, 329 00:17:02.005 --> 00:17:03.145 you show capital gain, 330 00:17:03.365 --> 00:17:06.625 and if you show capital gain under some circumstances, 331 00:17:07.335 --> 00:17:09.745 most circumstances you are going to pay taxes. 332 00:17:10.565 --> 00:17:14.385 But here in that case, we are reevaluating not an asset. 333 00:17:14.485 --> 00:17:16.225 We are reevaluating an investment. 334 00:17:17.335 --> 00:17:19.305 It's one of the very rare cases 335 00:17:19.845 --> 00:17:23.145 of a non-taxable reevaluation of assets. 336 00:17:23.755 --> 00:17:26.705 Let's conclude on this second method with a few comments. 337 00:17:28.005 --> 00:17:29.785 The asset side of the balance sheet 338 00:17:30.665 --> 00:17:33.865 recognizes the investment, the finance of fixed asset 339 00:17:34.205 --> 00:17:37.425 and it's financing because it was financed by cash. 340 00:17:38.045 --> 00:17:40.985 Now, as it is a significant investment, we have 341 00:17:40.985 --> 00:17:45.785 to show some information on performance and value creation 342 00:17:46.485 --> 00:17:49.925 and not only again, the immediate return, 343 00:17:50.135 --> 00:17:52.245 which is the dividend you receive from the target. 344 00:17:53.265 --> 00:17:56.325 The day you do that, you show some additional 345 00:17:56.925 --> 00:17:58.805 earnings on the equity and liabilities side, 346 00:17:59.425 --> 00:18:01.885 and the cash is only incremented by the dividends, 347 00:18:01.885 --> 00:18:04.565 and you create an imbalance between assets 348 00:18:05.145 --> 00:18:06.725 and equity and liabilities. 349 00:18:07.585 --> 00:18:09.045 You know that we, in finance 350 00:18:09.145 --> 00:18:12.125 and accounting, we enjoy very much when the balance sheet is 351 00:18:12.125 --> 00:18:15.605 balancing, so we found a way to restore the balance 352 00:18:15.605 --> 00:18:18.165 between assets on the one hand, equity 353 00:18:18.185 --> 00:18:19.645 and Lilia on the other hand, 354 00:18:20.145 --> 00:18:22.525 but it's not just a matter of restoring balance 355 00:18:22.545 --> 00:18:23.565 of the balance sheet, 356 00:18:23.995 --> 00:18:26.805 it's also about improving the information. 357 00:18:27.225 --> 00:18:30.245 And again, the information is about the implication 358 00:18:30.745 --> 00:18:33.845 of the investor in the development of the target. 359 00:18:34.825 --> 00:18:37.005 Retain earnings is about financing growth. 360 00:18:37.425 --> 00:18:39.565 Retain earnings is about investing In the future. 361 00:18:39.745 --> 00:18:41.445 We have shown our contribution 362 00:18:41.465 --> 00:18:43.325 to the development of the target. 363 00:18:44.225 --> 00:18:46.165 You remember that in the first method 364 00:18:46.825 --> 00:18:50.365 we were holding on LE 10% just a financial investment. 365 00:18:51.265 --> 00:18:54.445 Now it's about 40% a significant industrial 366 00:18:54.905 --> 00:18:55.925 and business investment. 367 00:18:56.865 --> 00:19:00.645 Now, if you really want to control the company in order 368 00:19:00.665 --> 00:19:02.045 to fully decide 369 00:19:02.265 --> 00:19:05.085 and profit from the development of the target, 370 00:19:05.865 --> 00:19:09.765 decide on the strategy, decide the operational decisions, 371 00:19:10.355 --> 00:19:11.885 then you need to control the company. 372 00:19:12.785 --> 00:19:14.565 The first occurrence we are now going 373 00:19:14.565 --> 00:19:16.925 to analyze on a financial statement point 374 00:19:16.925 --> 00:19:21.245 of view is the case of her company, which is 100% control. 375 00:19:21.625 --> 00:19:25.325 So it's a fully owned subsidiary with plenty 376 00:19:25.585 --> 00:19:29.365 of impact on the accounting and on the consolidation.
The second method of consolidation will look a bit like the first, but with a significant modification resulting from a change in investors' perspective.
It's no longer a question of a limited equity investment, but often in industrial investment reflecting a real strategic commitment of the investor in the development of a project.
What I am describing is frequently found in the construction of a joint venture with an industrial partner.
On the other hand, this commitment does not result in taking control of the target.
This method of consolidation is called the equity method.
There's no change in the valuation of the target company.
Obviously you remember we assessed the value at 300, the enterprise value, which is the value of equity.
The market capitalization when the company is listed plus net interest bearing debt is 320.
Capital employed, which is the amount of money invested in business operation is 80.
The multiple, which is very well known as market to book, is enterprise value divided by capital employed.
It's for, again, it means that $1 investor in the business is now worth $4, which is a consequence of a very profitable company.
No, there is a quite significant change in the financial characteristics of the operation.
The investor doesn't take any more 10% of equity stake, but 40% of equity stake.
The investor is not going to buy shares issued by the target, so there's no capital increase on a target side and has the investor has enough cash in the bank account to pay for the acquisition to pay for the equity stake.
There's no increase in the number of shares.
There is no capital increase on the investor side as well.
Basically, the target shareholders are selling part of their shares, not all their shares, but only 40% of them In terms of cash out, what does it mean for the investor? It's a disbursement which is 40% equity stake multiplied by 300 value of 100% of the shares.
So 40% of 300 is 120 business as usual, the operation is going to be carried out on the 1st of January of your n plus one.
For a matter of simplicity in the calculation, I will follow exactly the same process.
First, we are going to build the balance sheet on the 1st of January, immediately after the acquisition, immediately after the equity stake.
Then we'll observe the impact of these equity participation on the income statement on the p and l and on the cashflow statement of the investor.
Last and not least, the construction of the balance sheet for the investor at the end of the period, 31st of December, year end plus one.
The balance sheet on the first of Jerry for the investor looks a little bit like the one I presented for the financial investment.
There will be a new equity stake, which is going to show as a financial investment in the non-car asset, and it's going to be paid by cash, so you increase the financial fixed asset, you decrement the cash by the same amount.
No change in equity on liabilities because there is no capital increase because that does not change and because of course operating liabilities are absolutely not affected by this equity stake.
Let's start first with the asset side.
No change in the net.
Tangible fixed assets, no change in the intangible fixed asset.
Financial fixed assets are incremented by the amount of money we cashed out to invest in the equity stake.
120 current operating assets, of course, no change because we have not yet started operating year end plus one and cash is out by the amount of money we had to cash out in order to invest in the equity stake.
Absolutely no change in the total assets because in fact, investing in this equity stake has a double impact.
With a trade off, you increase the financial fixed asset and you reduce cash by the same amount, plus 120 minus 120.
As I previously said, there's absolutely no change in the equity and liabilities.
No capital increase, no shareholders' equity impact.
Long-term and short-term financial debt are not affected.
Why? Because the equity stake is entirely financed by cash.
Do you remember? No change in equity, no change in debt, and no change in the current operating liabilities because we have not yet started operating year end plus one.
There was a significant change in the financial characteristics moving the equity stake from 10 to 40%.
Now, there is a very big change in the economic characteristics of the operation.
It's no more simple financial investment now it's a business investment.
We invest in a business and we are very much interested in the development of the business.
Of course, we don't control the business because we have less than 50% of the shares, but with 40% you have a significant influence on the decisions which are taken by the target.
You have an influence on the strategy.
You have an influence on the operations.
Now you remember that as far as the financial investment was concerned, we were accounting for a financial income, which was the dividend paid by the target to its shareholders.
Now, the dividend is kind of immediate remuneration.
The dividend is no value creation.
It is a transfer of the value which has been created by the company to its shareholders.
You don't create value as a dividend.
You transfer the value which was created.
Now you understand that if we hold 40% of the target, we are quite interested not only in immediate remuneration but in the value which is created by the target, and value is related with performance and what measures the performance in the p and l is not the dividend paid by the company to the shareholders because it's not in the p and l.
It is a net income.
The bottom line, which is attributable to shareholders as it is attributable to shareholders.
It is about the value which is created for the shareholders.
Now, what is the impact of what I just said on the accounting information? Obviously the amount which was invested in target is quite significant.
Now your duty is to provide information on the financial relevance of this investment.
The shareholders they need to know, but also the stakeholders, the financial creators, and anybody needs to know about the relevance of the investment.
Then it's about relevance, it's about performance and it's about value.
You have to show the performance somewhere in your financial statements.
Now in the p and l of the investor, you are going to show a share of the net income of the participation in target, and then this is about performance.
It is about value, it's about relevance of the investment.
Let's build a p and l.
The income statement for your n plus one for the investor, no change in sales in EBITDA and depreciation.
EBIT operating income is 126.
Now we have excluded from the p and l, the financial income, which was a consequence of receiving 10% of the dividend paid by the target.
We replay that by what is named earnings from affiliate companies.
This affiliate company is a target.
We have a significant equity stake and we show a share of the net income.
Now, where does it show in a p and l? Here I present the earnings from affiliate companies next to the ebit.
For some other companies, they prefer to present in their p and l, the earnings from affiliate close to the net income.
There's absolutely no rule.
You present it the way you like depending on how you want to present information.
Now, let's go back to the p and l EBIT 126.
We add the earnings from affiliate 24.
We deduct the interest expense 30 and the earnings before tax is now 120.
Of course, it's not a taxable income because the earnings you show in your p and l from affiliate companies have already paid income tax, So you don't pay taxes again, so the earnings from FE eight companies 24 are not going to increment the taxable income.
You have to deduct these earnings from the earnings before tax in order to calculate the taxable income.
You also remember that the dividend we are receiving from the target is not taxable.
Under most circumstances though, at the end of the day, the earnings before tax is 120.
The taxable income is 96.
We pay 25%, which is 24, and the earnings after tax is 120 minus 24, which is 96.
From p and l to cash flow statement, your n plus one for the investor EPDA minus interest expense, minusing income tax minus changing working capital requirement.
Then the operating cash flow is 226 minus capital expenditures free cashflow.
But we receive a dividend from the affiliate company.
We receive a dividend from the target.
You remember in the financial investment it was 10% of 40, which was four 90, 40% of 40, which is 16, and it's getting into your cash account.
So the change in the cash position is going to be the sum of the free cash flow generated by the investor 26 plus the dividend received from the company in which the investor holds 40%, 16.
The sum is 42.
Now we can build that balance sheet at the end of the year and we are going to start with equity and liabilities.
No shares issue, so no change in capital and additional paid in capital retain earnings are incremented by the earnings generated by the company during the year, and you remember that the company does not distribute any dividend.
So basically the 600 becomes 600 plus 96 earnings of the year minus no dividend, 696, no change in long term and short term non-Current current financial debt, respectively 400 and 200.
Current operating liabilities are incremented by 10%, which was the initial assumption.
And then we have the current liabilities plus a permanent capital, which give us a total equity on liabilities of 1,926 gross.
Fixed assets have been incremented by the capital expenditures and accumulated depreciation by the depreciation of the year, so the net tangible fixed asset property plant and equipment moved from 800 to 826, no change, no modification of the intangible fixed asset, and you remember that we have invested 120 in financial fixed assets.
The equity stake, the inventories, the accounts receivable, and the other current operating assets have increased by 10%.
The cashflow statement gave us the increase in cash, Which was 380 after we disperse 120 for the acquisition of 40% of the target.
Now, the cashflow statement shows a bottom line of plus 42, change in cash, plus 42 cash at the end of the period 422.
We calculate the sum of the non-current and the current assets and we get 1,918 and it's not exactly 1,926, which is the total equity and liabilities.
There is a difference.
Now, let's first start to explain the difference.
The difference first is calculated as 1,926 minus 1,918.
The difference is eight, but you remember that the retainer earnings were incremented by the net profit of the equity stake, so it was 24.
24 is 40% of 60.
What did we take into account on the asset side of the balance sheet, the cash at the end of the year includes a dividend, which is paid by the equity stake and it is 40% of 40, so you understand that the difference is 24 minus 16, it is eight, and it's 40% of 60 minus 40% of 40.
Let's try to interpret a little bit what happened in the accounts.
40% of 60 minus 40 is 40% multiplied by the difference between the net income generated by the company minus a dividend paid to the shareholders.
You remember that net earnings minus dividend is in fact what is incrementing the retain earnings, and of course if you look at the equity of the target, it goes up from 60 to 80.
It has been incremented by 20, which is a difference between, again, 60 and 40.
We have now to find a way to show the accounting revaluation of the target in the accounts of the investor.
How are we going to proceed on an accounting point of view? We have to provide an information on a reevaluation of the equity of the target, and it's going to show as a reevaluation of the assets of the financial fixed assets.
Because the financial fixed assets show our equity stake in the target, the revaluation amount is going to be simply 40% of the increase in the retain earnings that we can read in the balance sheet of the target.
The retain earnings are incremented by 20.
We hold 40% of the target.
We hold 40% of the retain earnings, and 40% of 20 is eight, which is a difference.
Now, let's go back to the asset side of the balance sheet of the investor.
Nothing has changed except the financial fixed assets because I decided to reevaluate the equity stake in the target, and then you understand that the 120 is not unchanged.
It's incremented by eight, and it is turned into 128.
Now, everything else being equal, you understand that the bottom line, the total asset is now 1,926, and the good news is that it perfectly matches with equity and liabilities.
Now, obviously you could argue that it is just between quotes, a kind of accounting tip.
The objective is that the assets are matching ways, equity and liabilities, but it's a little bit more than a tip.
It's an information.
You understand that we found a clever way to restore the balance, but we have also improved the information which is provided to the stakeholders and to the shareholders.
You remember that we have to provide some relevant information on the investment.
Now we provide a relevant information on the evolution of equity stake.
The equity stake is investors' implication.
We have incremented our implication in the target by the amount of retained earnings.
We have accepted as an investor that the earnings are incremented by 20 and our implication is added by 40% of 20.
So we have improved information, which is related with the equity stake in the target.
Of course, it's an information which is limited to equity, but quite interesting.
This is name the equity method.
Because this method provides information on the equity of the target, you probably notice that we have reevaluated an asset.
It happens at companies sometimes reevaluate assets, for example, a premise, but if you reevaluate a premise, you show capital gain, and if you show capital gain under some circumstances, most circumstances you are going to pay taxes.
But here in that case, we are reevaluating not an asset.
We are reevaluating an investment.
It's one of the very rare cases of a non-taxable reevaluation of assets.
Let's conclude on this second method with a few comments.
The asset side of the balance sheet recognizes the investment, the finance of fixed asset and it's financing because it was financed by cash.
Now, as it is a significant investment, we have to show some information on performance and value creation and not only again, the immediate return, which is the dividend you receive from the target.
The day you do that, you show some additional earnings on the equity and liabilities side, and the cash is only incremented by the dividends, and you create an imbalance between assets and equity and liabilities.
You know that we, in finance and accounting, we enjoy very much when the balance sheet is balancing, so we found a way to restore the balance between assets on the one hand, equity and Lilia on the other hand, but it's not just a matter of restoring balance of the balance sheet, it's also about improving the information.
And again, the information is about the implication of the investor in the development of the target.
Retain earnings is about financing growth.
Retain earnings is about investing In the future.
We have shown our contribution to the development of the target.
You remember that in the first method we were holding on LE 10% just a financial investment.
Now it's about 40% a significant industrial and business investment.
Now, if you really want to control the company in order to fully decide and profit from the development of the target, decide on the strategy, decide the operational decisions, then you need to control the company.
The first occurrence we are now going to analyze on a financial statement point of view is the case of her company, which is 100% control.
So it's a fully owned subsidiary with plenty of impact on the accounting and on the consolidation.