OCP Group E-Cademy Dominique Jacquet

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Consolidation course, module 2 // Presentation of the firms

  1. Consolidation Course
  2. Consolidation course, module 2 // Presentation of the firms
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WEBVTT 1 00:00:00.385 --> 00:00:02.885 The purpose of the second module of this course, 2 00:00:02.885 --> 00:00:06.445 which is devoted to the consolidation of financial accounts, 3 00:00:07.065 --> 00:00:09.005 is to introduce the two companies. 4 00:00:09.005 --> 00:00:10.565 The two firms which are going to serve 5 00:00:10.865 --> 00:00:13.885 as a pedagogical support to the presentation 6 00:00:13.885 --> 00:00:16.525 of the different methods of consolidation. 7 00:00:17.625 --> 00:00:21.245 One of them is going to be the investor, the buyer, 8 00:00:21.705 --> 00:00:25.205 the other one, the target in which the buyer is going 9 00:00:25.205 --> 00:00:28.685 to take different levels of equity stake. 10 00:00:29.165 --> 00:00:31.005 I have four objectives in this module. 11 00:00:31.505 --> 00:00:34.925 The first one is to simply describe the companies, 12 00:00:35.345 --> 00:00:38.885 the investor and the target, where they stand at the end 13 00:00:38.885 --> 00:00:41.925 of year end the moment we take the decision 14 00:00:41.945 --> 00:00:44.525 of investing from the investor to the target, 15 00:00:45.145 --> 00:00:47.405 the second objective is to build the forecast 16 00:00:47.665 --> 00:00:49.285 for year end plus one. 17 00:00:49.795 --> 00:00:51.085 There's something which is going 18 00:00:51.085 --> 00:00:52.565 to happen in each and every company. 19 00:00:52.675 --> 00:00:54.005 They are going to run the business 20 00:00:54.105 --> 00:00:57.725 and it's important to transform assumptions into a reality 21 00:00:58.505 --> 00:01:02.525 so that we can describe these two companies with individual 22 00:01:03.165 --> 00:01:06.885 trajectories first, the second step is going 23 00:01:06.885 --> 00:01:08.885 to introduce the trajectory 24 00:01:09.065 --> 00:01:12.725 of the target into the trajectory of the investor. 25 00:01:13.725 --> 00:01:17.205 I have also a fourth objective, which is to give you a kind 26 00:01:17.205 --> 00:01:21.325 of reminder of key financial accounting concepts, 27 00:01:21.795 --> 00:01:26.005 capital employed, net financial resources, working capital, 28 00:01:26.195 --> 00:01:29.965 working capital requirements, and net cash position. 29 00:01:30.495 --> 00:01:32.925 Which content am I going to provide you 30 00:01:32.925 --> 00:01:34.245 for each and every company? 31 00:01:35.015 --> 00:01:38.965 First, obviously the opening balance sheet, which is the end 32 00:01:39.025 --> 00:01:41.965 of year end when we take the decision. 33 00:01:42.865 --> 00:01:46.525 Second, a few concepts about financial accounting. 34 00:01:47.335 --> 00:01:50.405 Third assumptions for your end plus one, 35 00:01:51.025 --> 00:01:54.125 and then we are going to be able to build the p 36 00:01:54.125 --> 00:01:57.485 and l of year N plus one, the cash flow statement, 37 00:01:57.485 --> 00:02:00.685 the evolution of the cash position for year n plus one, 38 00:02:01.105 --> 00:02:04.445 and of course build the financial balance sheet at the end 39 00:02:04.445 --> 00:02:06.205 of this year n plus one. 40 00:02:06.775 --> 00:02:08.925 Let's first start with the investor. 41 00:02:09.955 --> 00:02:12.045 When you look at the balance sheet at the end 42 00:02:12.145 --> 00:02:14.165 of year end, what do you observe? 43 00:02:14.675 --> 00:02:17.885 Traditionally assets on one side, equity 44 00:02:17.905 --> 00:02:19.685 and liabilities on the other side. 45 00:02:20.415 --> 00:02:21.885 Let's first start with the assets. 46 00:02:21.945 --> 00:02:24.765 We have a company in which we have property, plant 47 00:02:24.765 --> 00:02:27.205 and equipment, net tangible fixed assets, 48 00:02:27.975 --> 00:02:29.605 which is about the difference 49 00:02:29.605 --> 00:02:31.445 between gross tangible fixed assets, 50 00:02:31.505 --> 00:02:33.485 the price you paid when you bought the machines, 51 00:02:33.735 --> 00:02:35.845 minus AC accumulated depreciation, 52 00:02:36.385 --> 00:02:39.685 no intangible fixed assets, no financial fixed assets, 53 00:02:39.735 --> 00:02:42.165 which is a consequence of the past of the company. 54 00:02:42.825 --> 00:02:45.365 The non-current assets account for 800 55 00:02:45.785 --> 00:02:49.485 and we have the current assets traditionally inventories, 56 00:02:49.565 --> 00:02:52.885 accounts receivable, some other current operating assets, 57 00:02:53.485 --> 00:02:55.165 prepared expenses and cash. 58 00:02:55.305 --> 00:02:58.725 The sum is 1,800. On the other side 59 00:02:58.825 --> 00:02:59.965 We have the financial 60 00:03:00.025 --> 00:03:02.925 and operating resources shareholders equity first 61 00:03:03.555 --> 00:03:04.765 with equity capital 62 00:03:05.105 --> 00:03:07.565 and additional paid in capital that 63 00:03:07.565 --> 00:03:11.845 that the company made some equity issues accumulated, 64 00:03:12.065 --> 00:03:14.365 retain earnings, earnings generated by the company 65 00:03:14.465 --> 00:03:17.885 and not returned to shareholders through dividends 66 00:03:18.225 --> 00:03:20.765 and shareholders equity account for 900. 67 00:03:21.745 --> 00:03:25.805 In addition to that, we have long-term non-current financial 68 00:03:25.875 --> 00:03:29.685 debt whose maturity is more than one year for 400 69 00:03:29.945 --> 00:03:31.485 and the long-term resources. 70 00:03:31.525 --> 00:03:34.045 A permanent capital of the company is a sum 71 00:03:34.045 --> 00:03:35.645 of long-term equity 72 00:03:35.985 --> 00:03:39.845 and long term debt, which is 1,300 something very 73 00:03:40.205 --> 00:03:42.725 interesting when we have to calculate the working capital. 74 00:03:43.515 --> 00:03:45.125 Then we have the current liabilities. 75 00:03:45.475 --> 00:03:47.165 Some of them are financials such 76 00:03:47.165 --> 00:03:50.645 as a short term current financial debt for 200 77 00:03:51.305 --> 00:03:54.045 and some of them are operating accounts payable, 78 00:03:54.045 --> 00:03:56.685 which is a counterpart of the accounts receivable 79 00:03:57.025 --> 00:03:59.645 and other current operating liabilities such 80 00:03:59.645 --> 00:04:03.845 as taxes payable, sales tax payable, et cetera, et cetera. 81 00:04:04.355 --> 00:04:06.645 When we add the current liabilities, 500 82 00:04:07.105 --> 00:04:10.605 and the permanent capital, the long-term resources of 1,300 83 00:04:10.985 --> 00:04:13.845 who get 1,800 equity 84 00:04:13.945 --> 00:04:17.245 and liabilities on the one hand are matching with assets. 85 00:04:17.305 --> 00:04:20.045 On the other hand, this is a perfect definition 86 00:04:20.045 --> 00:04:21.565 of a balance sheet. 87 00:04:22.805 --> 00:04:24.165 A few comments to start with. 88 00:04:24.625 --> 00:04:28.085 It looks like an industrial company with manufacturing, 89 00:04:28.435 --> 00:04:32.605 with inventories, with receivables and payables and so on. 90 00:04:33.115 --> 00:04:35.165 There's no goodwill, no trademark 91 00:04:35.465 --> 00:04:39.845 or any other acquisition related assets which would show in 92 00:04:39.845 --> 00:04:41.085 the intangible assets. 93 00:04:41.695 --> 00:04:44.365 There are also no minority shareholdings, 94 00:04:44.455 --> 00:04:46.885 which would show in the financial fixed assets, 95 00:04:47.625 --> 00:04:50.765 so you don't have any acquisition in the balance sheet 96 00:04:50.825 --> 00:04:53.725 and you don't have any minority equity stake. 97 00:04:54.625 --> 00:04:57.885 If you look at the net financial debt, it's quite moderate, 98 00:04:58.155 --> 00:04:59.485 it's quite conservative. 99 00:05:00.035 --> 00:05:04.245 Long-term debt, 400 plus short debt, 200 net of cash, 100 00:05:04.475 --> 00:05:06.325 500 is 100 101 00:05:06.985 --> 00:05:09.605 and then the company shows some financial flexibility, 102 00:05:09.705 --> 00:05:11.525 the ability to make an acquisition 103 00:05:11.825 --> 00:05:14.645 and self-finance this acquisition, which is 104 00:05:14.645 --> 00:05:15.725 what is going to happen. 105 00:05:15.865 --> 00:05:19.805 Now let's go back to some key financial concepts, 106 00:05:20.475 --> 00:05:24.165 capital employed and net financial resources to start with. 107 00:05:24.905 --> 00:05:26.925 On the asset side of the balance sheet, 108 00:05:26.955 --> 00:05:28.525 they are mainly operating items, 109 00:05:28.865 --> 00:05:33.045 but there is a financial item which is cash on the equity 110 00:05:33.225 --> 00:05:35.605 and liabilities part of the balance sheet. 111 00:05:35.905 --> 00:05:39.605 You have financial resources, equity and financial debt 112 00:05:39.665 --> 00:05:42.605 and operating resources, operating liabilities. 113 00:05:43.505 --> 00:05:47.005 If you really want to calculate the net operating assets 114 00:05:47.525 --> 00:05:49.485 invested in business operations, you have 115 00:05:49.485 --> 00:05:52.245 to transfer cash from the asset side of the penalty 116 00:05:52.425 --> 00:05:53.765 to the other side of the penalty, 117 00:05:54.465 --> 00:05:57.565 but you also have to transfer the operating liabilities from 118 00:05:57.565 --> 00:06:00.925 the equity and liabilities back to the asset side 119 00:06:01.105 --> 00:06:04.165 and of course it's minus cash on one side it's minus 120 00:06:04.165 --> 00:06:06.085 operating liabilities on the other side. 121 00:06:06.955 --> 00:06:08.525 Then we have the capital employed, 122 00:06:08.525 --> 00:06:10.685 which is non-current asset, no change 123 00:06:10.985 --> 00:06:14.485 and the working capital requirement, which is made 124 00:06:14.485 --> 00:06:17.645 of current operating assets minus current 125 00:06:17.675 --> 00:06:18.805 operating liabilities. 126 00:06:19.825 --> 00:06:22.885 On the other side, we keep the shareholders equity as it is 127 00:06:23.265 --> 00:06:24.685 and net financial debt is 128 00:06:24.685 --> 00:06:27.525 what I calculated previously, which is 100. 129 00:06:28.275 --> 00:06:31.485 It's financial debt, long term plus short term net 130 00:06:31.545 --> 00:06:32.965 of minus cash. 131 00:06:34.065 --> 00:06:36.365 Now if you start with a book balance sheet, 132 00:06:36.365 --> 00:06:38.885 which comes from the accounting department with assets 133 00:06:39.145 --> 00:06:40.365 and equity and liabilities 134 00:06:40.945 --> 00:06:44.645 and this balance sheet is balancing the financial balance 135 00:06:44.645 --> 00:06:46.765 sheet, which is capital employed matches 136 00:06:46.795 --> 00:06:50.565 with net financial resources will also naturally balance. 137 00:06:52.215 --> 00:06:54.805 There is another concept which is quite important in 138 00:06:54.805 --> 00:06:56.245 financial accounting, which is 139 00:06:56.885 --> 00:06:59.445 permanent capital minus non-current asset 140 00:06:59.545 --> 00:07:01.045 and it's name working capital. 141 00:07:01.985 --> 00:07:05.005 The calculation of the working capital is absolutely crucial 142 00:07:05.345 --> 00:07:07.205 in the financial analysis of the firm. 143 00:07:07.745 --> 00:07:11.205 The non-current assets are the heart of the company 144 00:07:11.945 --> 00:07:15.205 and then the heart of the company is absolutely not liquid. 145 00:07:15.755 --> 00:07:19.245 This is why these non-car assets have to be financed 146 00:07:19.265 --> 00:07:20.725 by long-term resources 147 00:07:20.945 --> 00:07:23.525 and certainly not short-term resources 148 00:07:23.785 --> 00:07:25.565 for which there might be a liquidity risk. 149 00:07:25.785 --> 00:07:29.325 So when a company is showing a working capital which is 150 00:07:29.605 --> 00:07:32.365 positive and nicely positive, it means 151 00:07:32.515 --> 00:07:36.125 that it doesn't seem there any liquidity risk, at least 152 00:07:36.145 --> 00:07:38.845 for the short term for this company, which is fundamental. 153 00:07:40.145 --> 00:07:43.445 Now technically when you calculate the working capital, 154 00:07:43.445 --> 00:07:47.165 which is again permanent capital minus non-current asset 155 00:07:47.425 --> 00:07:51.525 and you deduct a working capital requirement, what is left? 156 00:07:51.915 --> 00:07:55.765 What is left is cash minus current financial debt 157 00:07:56.025 --> 00:07:58.525 and it's name the net cash position. 158 00:07:59.585 --> 00:08:03.085 Now in a company, if the working capital is positive 159 00:08:03.425 --> 00:08:05.885 but it is positive enough to finance 160 00:08:06.565 --> 00:08:08.605 entirely the working capital requirement, 161 00:08:08.605 --> 00:08:12.205 then the net cash position is strictly positive, 162 00:08:12.215 --> 00:08:13.885 which is a case for this company. 163 00:08:14.565 --> 00:08:16.485 A few comments about these calculations. 164 00:08:16.855 --> 00:08:21.165 First, capital employed represents a net operating assets, 165 00:08:21.705 --> 00:08:25.285 the operating assets net of the operating liabilities. 166 00:08:26.225 --> 00:08:28.445 The working capital requirement 167 00:08:29.025 --> 00:08:33.125 inside the capital employed is current operating assets 168 00:08:33.535 --> 00:08:36.405 minus current operating liabilities 169 00:08:37.145 --> 00:08:38.765 and the working capital requirements 170 00:08:39.325 --> 00:08:40.845 represent the funds which are sleeping 171 00:08:40.875 --> 00:08:43.165 between quotes in the operating cycle, 172 00:08:43.805 --> 00:08:46.885 sleeping in a warehouse, sleeping in the bank account 173 00:08:47.025 --> 00:08:48.085 of the customers. 174 00:08:48.705 --> 00:08:51.725 Now what is very important with the capital employed is 175 00:08:51.725 --> 00:08:55.525 that it allows us to calculate the return on capital 176 00:08:56.165 --> 00:08:59.245 employed, which is operating income income 177 00:08:59.245 --> 00:09:00.485 from business operations. 178 00:09:00.875 --> 00:09:02.925 EBIT divided by amount of money 179 00:09:03.565 --> 00:09:07.205 invested in business operations capital employed the rose is 180 00:09:07.525 --> 00:09:09.245 absolutely fundamental the day you want 181 00:09:09.245 --> 00:09:11.165 to evaluate the performance of a company 182 00:09:12.165 --> 00:09:14.965 confronting return on capital and cost of capital. 183 00:09:16.185 --> 00:09:19.525 The other concept which is absolutely fundamental is net 184 00:09:19.675 --> 00:09:20.925 financial resources. 185 00:09:21.175 --> 00:09:24.285 These are the funds raised from capital markets, 186 00:09:24.825 --> 00:09:26.085 of course net of cash 187 00:09:26.155 --> 00:09:29.405 because cash is available to re deposit 188 00:09:29.705 --> 00:09:31.645 or return of cash to shareholders. 189 00:09:32.785 --> 00:09:35.525 Now the accounting balance sheet is balancing, 190 00:09:35.865 --> 00:09:39.365 the financial balance sheet is also balancing which is 191 00:09:39.925 --> 00:09:41.005 absolutely mechanical. 192 00:09:42.085 --> 00:09:44.445 Interestingly, you calculate the working capital, 193 00:09:44.635 --> 00:09:46.205 deducting the fixed assets 194 00:09:46.265 --> 00:09:49.005 and non-car assets from the permanent capital, 195 00:09:50.025 --> 00:09:52.725 but there is another way to calculate the working capital. 196 00:09:53.145 --> 00:09:54.845 It is simply current assets. 197 00:09:55.385 --> 00:09:59.285 All the current assets including cash net of current 198 00:09:59.885 --> 00:10:03.365 liabilities including the short term financial debt. 199 00:10:04.075 --> 00:10:05.565 It's interesting because you have two 200 00:10:06.205 --> 00:10:08.645 geographical perspective of the balance sheet. 201 00:10:08.905 --> 00:10:11.485 You can look at the upper side of the balance sheet 202 00:10:11.485 --> 00:10:14.805 with long-term resources and long-term assets 203 00:10:15.305 --> 00:10:18.205 or the lower part of the balance sheet, which is current 204 00:10:18.745 --> 00:10:20.445 assets versus liabilities. 205 00:10:20.745 --> 00:10:23.285 At the end of the day, it gives you the same figure 206 00:10:23.465 --> 00:10:25.765 and it is also about liquidity 207 00:10:26.315 --> 00:10:30.045 because either working capital is positive, it means that 208 00:10:30.045 --> 00:10:31.445 with your long-term resources, 209 00:10:31.465 --> 00:10:33.725 you entirely finance your fixed asset. 210 00:10:34.215 --> 00:10:35.805 Again, the heart of the company. 211 00:10:36.345 --> 00:10:39.405 Second perspective, if the working capital is positive, 212 00:10:39.585 --> 00:10:41.845 it means that the current assets exceed 213 00:10:41.905 --> 00:10:43.005 the current liabilities. 214 00:10:43.435 --> 00:10:45.445 Current liabilities is what you are going 215 00:10:45.445 --> 00:10:47.005 to pay within one year. 216 00:10:47.235 --> 00:10:50.885 Current asset is available or almost available. 217 00:10:51.365 --> 00:10:54.005 Accounts receivable is going to be transformed into cash. 218 00:10:54.315 --> 00:10:58.125 Cash is already available to pay the current liabilities. 219 00:10:59.065 --> 00:11:02.005 Now you understand that if the working capital is positive, 220 00:11:02.365 --> 00:11:06.485 whatever the method you use to calculate, you can conclude 221 00:11:06.595 --> 00:11:10.365 that the liquidity risk of the company is quite low. 222 00:11:11.515 --> 00:11:13.285 When you calculate the working capital 223 00:11:13.745 --> 00:11:16.005 and you deduct the working capital requirement, 224 00:11:16.305 --> 00:11:20.565 you get the net cash position which is named a static 225 00:11:21.075 --> 00:11:22.245 cash balance. 226 00:11:23.185 --> 00:11:26.285 Now at the end for financial accounting concepts, let's move 227 00:11:26.305 --> 00:11:29.725 to the assumptions, which kind of data do we have 228 00:11:29.785 --> 00:11:31.765 for year and plus one? 229 00:11:31.865 --> 00:11:35.245 As far as the investor is concerned, the company's going 230 00:11:35.245 --> 00:11:39.005 to generate sales, transforms in sales into cash operating 231 00:11:39.005 --> 00:11:41.005 profit, which is named a bda, 232 00:11:41.745 --> 00:11:43.925 but the company's also going to invest 233 00:11:44.265 --> 00:11:46.965 for his future capital expenditures account. 234 00:11:46.965 --> 00:11:49.525 For 200, the company's going 235 00:11:49.525 --> 00:11:52.645 to keep on depreciating their current and new fixed 236 00:11:52.645 --> 00:11:57.045 Assets 174 and the current operating assets. 237 00:11:57.195 --> 00:12:00.845 Current operating liabilities are going to grow by 10%, 238 00:12:00.845 --> 00:12:01.885 which basically means 239 00:12:01.885 --> 00:12:04.805 that the working capital requirement is going to grow 240 00:12:04.865 --> 00:12:08.685 by 10%, which is going to simplify the calculations. 241 00:12:09.635 --> 00:12:10.725 When you have debt 242 00:12:10.825 --> 00:12:13.325 and the balance sheet, you have to pay the interest 243 00:12:13.945 --> 00:12:17.485 and the interest rate of the debt is going to be 5%, 244 00:12:17.915 --> 00:12:20.525 same rate for long term and shortterm debt. 245 00:12:21.115 --> 00:12:23.165 When you make a profit, you pay taxes, 246 00:12:23.665 --> 00:12:26.765 the income tax rate is going to be 25%. 247 00:12:27.585 --> 00:12:30.085 Now, in order to build the financial statements 248 00:12:30.165 --> 00:12:32.445 for year end plus one, we need additional data. 249 00:12:33.425 --> 00:12:36.485 You remember we have debt, but we also have cash. 250 00:12:37.145 --> 00:12:39.045 As an assumption, we are going to consider 251 00:12:39.075 --> 00:12:42.645 that cash does not generate any financial income. 252 00:12:43.445 --> 00:12:45.405 I would say it's pure operating cash 253 00:12:45.705 --> 00:12:49.125 and it's not invested in long-term securities of any kind. 254 00:12:50.145 --> 00:12:53.645 In order also to simplify the calculation, we are going 255 00:12:53.645 --> 00:12:55.685 to assume that income tax is paid 256 00:12:55.955 --> 00:12:57.885 immediately when it's accrued. 257 00:12:57.885 --> 00:12:59.245 When it is generated, 258 00:13:00.265 --> 00:13:03.805 the investor does not pay any dividend to its shareholders 259 00:13:04.365 --> 00:13:05.885 distribution is N 260 00:13:06.745 --> 00:13:09.325 and we are also going to consider as an assumption 261 00:13:09.395 --> 00:13:11.885 that the financial debts, long-term 262 00:13:11.905 --> 00:13:14.805 and short-term are going to remain unchanged. 263 00:13:14.905 --> 00:13:18.045 So any change in a cash position, positive 264 00:13:18.045 --> 00:13:19.125 or negative increase 265 00:13:19.125 --> 00:13:20.685 or decrease is going to show 266 00:13:21.025 --> 00:13:24.325 as a consequence in the cash account of the company 267 00:13:24.505 --> 00:13:26.965 and it's not going to impact the financial debt. 268 00:13:27.385 --> 00:13:28.525 Now we can build a p 269 00:13:28.525 --> 00:13:32.045 and l for year end plus one for the investor sales, 270 00:13:32.305 --> 00:13:36.125 1000 cash operating profit EBITDA 300. 271 00:13:36.865 --> 00:13:39.085 Now EBITDA minus depreciation 272 00:13:39.105 --> 00:13:43.605 and ization gives you the ebit, the operating income 126. 273 00:13:44.425 --> 00:13:46.405 The interest expense is going to be 30. 274 00:13:47.065 --> 00:13:50.525 You have 400 of long-term debt, 200 of short-term debts. 275 00:13:50.525 --> 00:13:54.365 The sum is 600 multiplied by 5%, it is 30, 276 00:13:55.185 --> 00:13:59.485 so the earnings before tax, the taxable income is 96. 277 00:13:59.945 --> 00:14:02.565 You have to deduct 25% of that 278 00:14:03.185 --> 00:14:08.045 and 96 minus 25% minus 24 is the 279 00:14:08.045 --> 00:14:09.565 net earnings 72. 280 00:14:10.155 --> 00:14:11.445 Once we have built the p 281 00:14:11.445 --> 00:14:14.365 and l, we can build the cashflow statement. 282 00:14:14.625 --> 00:14:17.005 The cashflow statement starts with ebitda, 283 00:14:17.245 --> 00:14:19.405 EBITDA's potential cash 300 284 00:14:20.395 --> 00:14:22.445 from which you deduct the interest expense, 285 00:14:22.445 --> 00:14:23.445 which is cash out 286 00:14:23.785 --> 00:14:25.685 and the income tax, which is cash out 287 00:14:26.305 --> 00:14:27.565 of course no depreciation 288 00:14:27.565 --> 00:14:29.725 and monetization in the cashflow statement 289 00:14:29.725 --> 00:14:31.525 because it is a non-cash item. 290 00:14:32.435 --> 00:14:35.165 Then we get what is named the gross cash flow. 291 00:14:36.005 --> 00:14:38.685 Interestingly, some companies communicate on their gross 292 00:14:38.685 --> 00:14:43.005 cash flow calculating earnings after tax plus depreciation 293 00:14:43.005 --> 00:14:44.005 and monetization 294 00:14:44.625 --> 00:14:49.565 and obviously you get the same figure 300 minus 30 minus 24 295 00:14:49.685 --> 00:14:51.405 a 246 296 00:14:51.825 --> 00:14:53.765 And 246 is the same 297 00:14:53.785 --> 00:14:57.605 as 72 earnings plus 174 298 00:14:57.735 --> 00:14:59.365 deposition and amortization. 299 00:15:00.165 --> 00:15:02.965 I very much prefer the first presentation 300 00:15:03.515 --> 00:15:06.805 even though it gets exactly to the same endpoint, 301 00:15:07.225 --> 00:15:09.685 the same calculation for the gross cash flow 302 00:15:09.795 --> 00:15:12.765 because EBIT dies cash interest expenses, 303 00:15:12.995 --> 00:15:17.045 cash income tax is cash, earnings is not cash, 304 00:15:17.465 --> 00:15:20.805 but if you add depreciation to the earnings after tax, it's 305 00:15:20.805 --> 00:15:23.845 because you deduct a depreciation, which is a non-cash item, 306 00:15:24.095 --> 00:15:25.645 which is a little bit confusing. 307 00:15:25.925 --> 00:15:26.965 I very much prefer 308 00:15:26.965 --> 00:15:30.325 to calculate the gross cashflow with ebitda. 309 00:15:30.575 --> 00:15:33.685 Again, minus interest expense minus in income tax, 310 00:15:34.225 --> 00:15:36.445 but gross cashflow is potential cash. 311 00:15:36.875 --> 00:15:38.445 It's not yet actual cash 312 00:15:39.025 --> 00:15:40.045 and the transformation 313 00:15:40.045 --> 00:15:42.845 of profit into cash is the change in the working 314 00:15:42.955 --> 00:15:44.325 capital requirement. 315 00:15:44.795 --> 00:15:47.085 When the working capital requirement is up, 316 00:15:47.085 --> 00:15:49.645 which is a case here by 10%, 317 00:15:50.035 --> 00:15:52.805 then we have less cash in the bank account. 318 00:15:52.995 --> 00:15:55.045 When the working capital requirement is down, 319 00:15:55.185 --> 00:15:56.445 we have more cash. 320 00:15:57.145 --> 00:16:01.485 The impact is perfectly negative on the cash of the company, 321 00:16:02.185 --> 00:16:05.005 so potentially we have generated 246, 322 00:16:05.505 --> 00:16:08.085 but the actual cash which is going to be generated 323 00:16:08.145 --> 00:16:11.485 by business operations is only 226 324 00:16:11.485 --> 00:16:12.485 because in the meantime, 325 00:16:12.785 --> 00:16:16.405 the working capital requirement has increased by 10%. 326 00:16:16.865 --> 00:16:18.925 10% of 200 is 20. 327 00:16:19.985 --> 00:16:21.725 The operating cash flow is positive, 328 00:16:21.725 --> 00:16:22.845 which is quite good news 329 00:16:23.105 --> 00:16:26.805 and it's high enough to finance the capital expenditures, 330 00:16:27.385 --> 00:16:30.085 so the free cashflow, the cashflow available 331 00:16:30.265 --> 00:16:34.085 before strategic financial decisions such as equity issues 332 00:16:34.385 --> 00:16:36.525 or dividend payment or shares, buyback 333 00:16:36.585 --> 00:16:38.925 or repayment of the debt is 26. 334 00:16:39.985 --> 00:16:42.205 As there is no equity issue of any kind, 335 00:16:42.345 --> 00:16:44.405 as the financial debt is not only going to change, 336 00:16:44.705 --> 00:16:47.085 the free cash flow is entirely going 337 00:16:47.085 --> 00:16:50.925 to increment their cash position of the company by 26. 338 00:16:51.465 --> 00:16:52.845 Now, once we have built a p 339 00:16:52.845 --> 00:16:54.125 and l for your l plus one, 340 00:16:54.425 --> 00:16:56.245 we have also built a cash flow statement 341 00:16:56.245 --> 00:16:57.365 for your L plus one. 342 00:16:57.945 --> 00:16:59.725 We know the balance sheet beginning 343 00:16:59.725 --> 00:17:02.325 of the year we can build a balance sheet end of the year 344 00:17:03.455 --> 00:17:06.685 gross tangible fixed assets have been incremented 345 00:17:06.745 --> 00:17:07.965 by capital expenditures. 346 00:17:08.715 --> 00:17:11.725 Accumulated depreciation has been incremented 347 00:17:11.745 --> 00:17:13.125 by the depreciation of the year, 348 00:17:13.185 --> 00:17:14.845 so the net tangible fixed assets. 349 00:17:15.865 --> 00:17:18.645 Now the net tangible fixed assets have been increased 350 00:17:19.025 --> 00:17:21.005 by the difference between 200 351 00:17:21.185 --> 00:17:24.045 and 174, which is 26. 352 00:17:25.025 --> 00:17:26.925 No change in the intangible fixed assets, 353 00:17:27.025 --> 00:17:28.565 no change in the financial fixed assets, 354 00:17:28.625 --> 00:17:31.885 so the total non-current asset is 826. 355 00:17:33.145 --> 00:17:34.965 As current operating assets 356 00:17:35.025 --> 00:17:39.005 and current operating liabilities have increased by 10%, 357 00:17:39.595 --> 00:17:42.525 inventories is up from 200 to 220. 358 00:17:43.085 --> 00:17:46.485 Accounts receivable is up from 100 to 110. 359 00:17:47.095 --> 00:17:48.725 Other current operating assets 360 00:17:49.145 --> 00:17:51.285 Are up from 200 to 220 361 00:17:51.905 --> 00:17:54.685 and cash is incremented by the free cash flow, 362 00:17:54.685 --> 00:17:58.845 which is entirely going to be impacting the cash position. 363 00:17:59.305 --> 00:18:04.285 So 500 plus 26 is 526 total current assets plus 364 00:18:04.285 --> 00:18:07.885 total non-current assets is a total assets which is 365 00:18:07.885 --> 00:18:09.845 1,902. 366 00:18:10.195 --> 00:18:13.365 Once we've built the balance sheet asset side, we move 367 00:18:13.365 --> 00:18:15.205 to the equity and liability side. 368 00:18:15.985 --> 00:18:19.405 No change in capital, no change in additional paying capital 369 00:18:19.405 --> 00:18:21.045 because there was no equity issue. 370 00:18:21.785 --> 00:18:23.685 The retain earnings have been incremented 371 00:18:23.785 --> 00:18:26.405 by the profit generated by the company during the year 372 00:18:27.265 --> 00:18:29.005 and by 100% of the profit 373 00:18:29.005 --> 00:18:31.805 because 100% of the profit is retained. 374 00:18:31.805 --> 00:18:34.005 The company you remember pay no dividend 375 00:18:34.005 --> 00:18:38.925 to its shareholders, 600 plus 72 minus zero 376 00:18:39.305 --> 00:18:41.845 is exactly 607 two. 377 00:18:42.505 --> 00:18:46.205 So shareholders equity now accounts for 972, 378 00:18:46.755 --> 00:18:48.605 same long-term financial debt, 379 00:18:48.915 --> 00:18:50.685 same short-term financial debt 380 00:18:51.205 --> 00:18:53.205 accounts payable is served by 10%. 381 00:18:53.535 --> 00:18:56.565 Other current operating liabilities are owe by 10%, 382 00:18:56.905 --> 00:19:00.565 so total current liabilities plus their permanent capital is 383 00:19:00.785 --> 00:19:04.245 equity and liabilities 1,902 384 00:19:04.985 --> 00:19:06.605 and it's extremely good news 385 00:19:06.605 --> 00:19:09.765 because assets are matching with equity 386 00:19:09.865 --> 00:19:13.685 and liabilities, which is absolutely the mechanical balance 387 00:19:13.755 --> 00:19:16.205 between users and sources of funds. 388 00:19:16.585 --> 00:19:18.605 Now it is very interesting to observe 389 00:19:18.605 --> 00:19:22.285 that the increase in the retain earnings, 72 390 00:19:22.905 --> 00:19:25.245 100% of the bottom line of the company 391 00:19:25.905 --> 00:19:27.085 has been used in order 392 00:19:27.105 --> 00:19:30.085 to finance the increase in the non-car assets. 393 00:19:30.705 --> 00:19:33.325 You remember a capital expenditures minus the position 394 00:19:33.325 --> 00:19:34.405 of the year 26 395 00:19:35.305 --> 00:19:39.005 and also the increase in the working capital requirement 20 396 00:19:39.785 --> 00:19:42.805 and as the increase in the retainer earnings was financing 397 00:19:43.605 --> 00:19:45.965 entirely the evolution of the capital employed. 398 00:19:46.145 --> 00:19:50.165 The net between these two is now showing in the change in 399 00:19:50.165 --> 00:19:52.165 the cash position, which is 26. 400 00:19:52.515 --> 00:19:55.645 This is basically the consequence of a profitability 401 00:19:55.665 --> 00:19:58.685 of the company 72 completely 402 00:19:59.245 --> 00:20:00.685 reinvested in the company. 403 00:20:00.995 --> 00:20:04.245 72 is financing not only the growth 404 00:20:04.385 --> 00:20:05.765 of the net operating assets, 405 00:20:06.385 --> 00:20:07.885 but he's also contributing 406 00:20:07.885 --> 00:20:10.965 to the increase in the cash position when the profitability 407 00:20:11.185 --> 00:20:14.245 is exceeding what you need to finance your growth. 408 00:20:14.745 --> 00:20:16.645 Now you can build a financial balance sheet 409 00:20:17.195 --> 00:20:19.165 capital employed non-current assets 410 00:20:19.225 --> 00:20:23.485 and working capital requirement non-current assets 826, 411 00:20:23.485 --> 00:20:25.765 which is 800 plus 26. 412 00:20:26.345 --> 00:20:29.685 The working capital requirement has increased by 10%. 413 00:20:29.785 --> 00:20:33.525 Now the new capital employed net operating assets is 1046. 414 00:20:34.545 --> 00:20:37.045 On the other side, whether do you have shareholders equity 415 00:20:37.045 --> 00:20:39.765 which has been incremented by 72 416 00:20:40.385 --> 00:20:43.685 and the net financial debt has decreased not 417 00:20:43.685 --> 00:20:45.445 because we have repaired the debt but 418 00:20:45.445 --> 00:20:46.925 because we have increased cash 419 00:20:47.545 --> 00:20:51.085 and now the net financial debt which was 100 is 100 420 00:20:51.615 --> 00:20:56.605 minus 26, which is 74 net financial resources account 421 00:20:56.605 --> 00:20:58.725 for 1046 422 00:20:59.105 --> 00:21:02.405 and capital employed net financial resources are matching. 423 00:21:02.625 --> 00:21:06.805 The financial balance sheet is balancing the working capital 424 00:21:07.025 --> 00:21:09.285 has been reinforced by the evolution 425 00:21:09.285 --> 00:21:10.965 of the long-term resources 426 00:21:11.265 --> 00:21:13.605 and the evolution of the long-term resources is 427 00:21:13.605 --> 00:21:14.685 the increase in the equity. 428 00:21:15.505 --> 00:21:18.125 So of course there is an increase in the non-current asset 429 00:21:18.125 --> 00:21:21.205 because CapEx are exceeding the depreciation of the year, 430 00:21:21.205 --> 00:21:24.805 but the working capital is now 546 431 00:21:25.505 --> 00:21:28.285 and even though the working capital requirement has 432 00:21:28.285 --> 00:21:31.645 increased by 10% from 200 to 220, 433 00:21:32.265 --> 00:21:35.845 the net cash position is stronger by 26. 434 00:21:36.425 --> 00:21:38.565 The cash is now 526 435 00:21:38.825 --> 00:21:43.605 and it exceeds the current financial debt 200 by 326, 436 00:21:43.655 --> 00:21:46.405 which is a perfect definition of the net cash position. 437 00:21:46.985 --> 00:21:48.325 Now what about the target? 438 00:21:49.115 --> 00:21:51.365 Basically we have the same kind of company. 439 00:21:52.305 --> 00:21:54.285 We have a company which looks industrial 440 00:21:54.755 --> 00:21:56.565 with net tangible fixed assets. 441 00:21:56.955 --> 00:21:58.245 It's much smaller. 442 00:21:58.775 --> 00:22:02.085 There is no intangibles, no financial fixed assets. 443 00:22:02.335 --> 00:22:05.565 Total non-Current asset is net property plant 444 00:22:05.565 --> 00:22:09.445 and equipment with current assets including cash of 60 445 00:22:10.065 --> 00:22:14.805 and the total assets account for 170 capital five, 446 00:22:14.805 --> 00:22:17.525 additional paid in capital and retain earnings. 447 00:22:17.525 --> 00:22:19.925 Shareholders equity account for 60 448 00:22:20.595 --> 00:22:24.605 long-term financial debt 40, so the permanent capital, 449 00:22:24.705 --> 00:22:26.965 the long-term resources account for 100 450 00:22:27.575 --> 00:22:29.725 which exceed the non-current asset. 451 00:22:29.725 --> 00:22:32.285 Good news, the working capital is going to be positive 452 00:22:33.145 --> 00:22:36.365 and the Shortterm financial debt plus accounts payable plus 453 00:22:36.375 --> 00:22:38.445 other current operating liabilities 454 00:22:39.035 --> 00:22:40.525 give you the current liabilities. 455 00:22:40.595 --> 00:22:43.765 70 plus 100. It is 170. 456 00:22:44.705 --> 00:22:46.405 As far as the target is concerned, 457 00:22:46.425 --> 00:22:50.125 the comments are quite the same as for the buyer. 458 00:22:50.265 --> 00:22:52.045 As for the investing company, 459 00:22:52.585 --> 00:22:54.245 it looks like an industrial company. 460 00:22:55.095 --> 00:22:56.285 There is no goodwill 461 00:22:56.285 --> 00:22:59.725 or trademarks on any other acquisition related assets. 462 00:23:00.505 --> 00:23:03.285 No minority shareholding, no financial fixed asset 463 00:23:03.905 --> 00:23:06.925 and again the net financial debt looks quite conservative. 464 00:23:07.695 --> 00:23:10.045 There is some financial debt, 40 plus 40, 465 00:23:10.395 --> 00:23:11.485 long term plus short term, 466 00:23:11.825 --> 00:23:16.085 but the cash is 60, so the net financial debt is 20. 467 00:23:17.425 --> 00:23:19.445 So if we look at the capital employed, 468 00:23:19.785 --> 00:23:23.245 we have non-car asset plus working capital requirement which 469 00:23:23.245 --> 00:23:25.605 account for 80 shareholders. 470 00:23:25.665 --> 00:23:29.125 Equity is 60 financial debt, net of cash is 20 471 00:23:29.305 --> 00:23:31.965 and the net financial resources account for 80. 472 00:23:32.465 --> 00:23:36.805 The financial balance sheet is balancing permanent capital 473 00:23:37.555 --> 00:23:39.765 exceeds non-current assets by 30. 474 00:23:40.025 --> 00:23:42.165 You remember what I said a minute ago. 475 00:23:42.465 --> 00:23:44.365 So the working capital is positive 476 00:23:44.785 --> 00:23:47.845 and as a working capital requirement is 477 00:23:47.845 --> 00:23:49.085 less than a working capital. 478 00:23:49.545 --> 00:23:51.245 The net cash position is 20. 479 00:23:51.825 --> 00:23:55.165 We can demonstrate it calculating working capital minus 480 00:23:55.165 --> 00:23:56.605 working capital requirement. 481 00:23:57.345 --> 00:24:00.165 We can also calculate the net cash position deducting the 482 00:24:00.165 --> 00:24:01.645 current financial debt. 483 00:24:01.815 --> 00:24:05.285 40 from the cash account of the company, which is 60, 484 00:24:05.775 --> 00:24:07.445 60 minus 40 is 20. 485 00:24:08.115 --> 00:24:11.445 Some quick comments about the financial balance aid 486 00:24:12.205 --> 00:24:14.565 positive working capital conservative company. 487 00:24:15.265 --> 00:24:18.045 The working capital requirement looks quite low. 488 00:24:18.705 --> 00:24:20.725 The net cash position is positive 489 00:24:21.305 --> 00:24:23.685 and it seems that the campaign is liquidity risk 490 00:24:23.825 --> 00:24:25.365 is quite limited. 491 00:24:25.975 --> 00:24:29.845 Again, we need some assumptions in order to build the p 492 00:24:29.845 --> 00:24:31.765 and l and the cashflow statement of the company 493 00:24:31.905 --> 00:24:35.085 for the year N plus one, we have the sales figure. 494 00:24:35.225 --> 00:24:40.005 We have the A bid D, CapEx and depreciation 15 minus 10. 495 00:24:40.395 --> 00:24:41.805 Current operating assets 496 00:24:41.825 --> 00:24:46.085 and current operating liabilities are going to grow by 20%, 497 00:24:46.535 --> 00:24:47.725 which basically mean 498 00:24:47.725 --> 00:24:50.005 that the working capital requirement is going 499 00:24:50.005 --> 00:24:51.485 to grow by 20%. 500 00:24:52.275 --> 00:24:54.365 Same interest rate for that long-term 501 00:24:54.365 --> 00:24:57.725 and short term 5% same in income tax rate, 25%, 502 00:24:57.745 --> 00:24:59.245 but the big difference it 503 00:24:59.445 --> 00:25:01.845 that the company is paying a dividend to its shareholders 504 00:25:02.345 --> 00:25:07.085 and in fact it's distributing two thirds of its net income. 505 00:25:07.695 --> 00:25:11.365 66 point 67% is exactly two thirds. 506 00:25:11.505 --> 00:25:14.805 You also need some additional data, same assumptions. 507 00:25:15.035 --> 00:25:17.765 Cash does not generate any financial income. 508 00:25:18.345 --> 00:25:20.245 Income taxes paid immediately. 509 00:25:20.555 --> 00:25:24.605 Financial debts long term and short term remain unchanged. 510 00:25:25.505 --> 00:25:28.125 But now we pay dividend which has an impact on 511 00:25:28.125 --> 00:25:29.165 the cashflow statement. 512 00:25:29.655 --> 00:25:31.445 Let's now build the p and l. 513 00:25:31.765 --> 00:25:34.285 P and L is about sales transform into cash. 514 00:25:34.355 --> 00:25:37.325 Operating profit EBITDA minus depreciation, 515 00:25:37.375 --> 00:25:41.525 which is about 10 94 minus 10 is 84. 516 00:25:42.065 --> 00:25:44.845 The interest expense is 5% of the total debt. 517 00:25:45.935 --> 00:25:49.485 40 plus 40 is 80, which is multiplied by 5% 518 00:25:49.485 --> 00:25:52.405 to give the interest expense of four earnings 519 00:25:52.405 --> 00:25:56.965 before tax is 80, income tax is 25% 520 00:25:56.965 --> 00:25:59.005 of the taxable income, which is 20 521 00:25:59.545 --> 00:26:01.445 now the net earnings are 60 522 00:26:01.585 --> 00:26:05.125 and the company is distributing two thirds of its net income 523 00:26:05.125 --> 00:26:06.805 of its bottom line to its shareholders. 524 00:26:07.265 --> 00:26:10.285 So the dividend which is going to be distributed is 40. 525 00:26:11.225 --> 00:26:14.285 Now let's move to the financing to the cashflow statement. 526 00:26:15.045 --> 00:26:17.965 EBDA minus interest minus in income tax is gross 527 00:26:17.965 --> 00:26:19.005 cashflow, which is 70. 528 00:26:19.625 --> 00:26:22.125 You remember. You can also calculate the gross cashflow 529 00:26:22.345 --> 00:26:25.365 as earnings plus depreciation 60 plus 10. 530 00:26:25.805 --> 00:26:27.805 I very much prefer the first presentation 531 00:26:28.465 --> 00:26:32.325 as a working capital requirement is uh, by 20%. 532 00:26:32.945 --> 00:26:35.885 10 is transforming to 12. It consumes two. 533 00:26:36.145 --> 00:26:39.045 So 70 is potential cash 534 00:26:39.825 --> 00:26:42.365 and 68 is actual cash. 535 00:26:42.865 --> 00:26:45.325 The difference is the increase in the working capital 536 00:26:45.325 --> 00:26:48.525 requirement, which is consuming part of the profitability 537 00:26:49.535 --> 00:26:53.645 CapEx account for 15 and so the free cash flow is very high. 538 00:26:54.015 --> 00:26:57.365 53. This is why the company is generating plenty 539 00:26:57.365 --> 00:27:01.045 of cash in excess and can distribute a very significant part 540 00:27:01.045 --> 00:27:03.325 of its net income 40. 541 00:27:03.825 --> 00:27:07.405 How much is left now changing the cash position as 13, 542 00:27:08.155 --> 00:27:11.165 even though the company is distributing two thirds 543 00:27:11.185 --> 00:27:13.525 of its net income, the company is going 544 00:27:13.525 --> 00:27:16.085 to increment its cash position by 13. 545 00:27:16.795 --> 00:27:18.245 Once we have the p and l 546 00:27:18.245 --> 00:27:19.525 and the cash flow statement, 547 00:27:19.865 --> 00:27:22.765 we can build the balance sheet at the end of the year. 548 00:27:23.355 --> 00:27:24.605 Balance sheet at the beginning 549 00:27:24.605 --> 00:27:29.525 of the year is 100 in tangible fixed assets, gross plus 15, 550 00:27:29.875 --> 00:27:32.805 accumulated depreciation 30 plus 10. 551 00:27:33.305 --> 00:27:35.965 So the net tangible fixed asset property plant 552 00:27:35.965 --> 00:27:38.085 and equipment are now 75. 553 00:27:38.825 --> 00:27:41.325 No intangibles, no financial fixed asset. 554 00:27:41.775 --> 00:27:44.125 Total non-Current asset is 75 555 00:27:45.035 --> 00:27:47.045 inventories are earned by 20%. 556 00:27:47.165 --> 00:27:49.285 Accounts receivable, uh, by 20%. 557 00:27:49.655 --> 00:27:52.445 Other current operating assets, uh, by 20% 558 00:27:52.545 --> 00:27:56.605 and cash is earned by 13, which is a bottom line 559 00:27:56.605 --> 00:27:58.085 of the cashflow statement. 560 00:27:58.215 --> 00:28:02.645 Total assets 196. What about equity and liabilities? 561 00:28:03.105 --> 00:28:04.125 No equity issue. 562 00:28:04.355 --> 00:28:08.045 Capital and additional paying capital remain unchanged. 563 00:28:08.425 --> 00:28:09.965 Retain earnings are incremented 564 00:28:10.105 --> 00:28:13.645 by the net earnings minus the dividend of the year. 565 00:28:14.345 --> 00:28:16.205 The starting point was 20. 566 00:28:16.425 --> 00:28:18.525 As far as return earnings are concerned, 567 00:28:18.945 --> 00:28:22.805 return earnings are incremented by 60 earnings of the year, 568 00:28:23.265 --> 00:28:27.525 but reduced by 40, which is a cash return to shareholders 569 00:28:28.715 --> 00:28:30.125 long term financial debt. 570 00:28:30.125 --> 00:28:31.845 Short term financial debt, no change. 571 00:28:31.885 --> 00:28:34.765 Accounts payable are by 20% 572 00:28:35.345 --> 00:28:37.605 and the other current operating liabilities are 573 00:28:37.605 --> 00:28:38.925 earned by 20%. 574 00:28:38.925 --> 00:28:42.285 Current liabilities, 76 total equity 575 00:28:42.465 --> 00:28:45.045 and liabilities 196. 576 00:28:45.345 --> 00:28:48.005 The good news again is that assets are matching 577 00:28:48.005 --> 00:28:49.285 with equity and liabilities. 578 00:28:49.795 --> 00:28:51.725 There's no miracle in there. 579 00:28:51.865 --> 00:28:54.845 It is just mechanical calculations. 580 00:28:55.475 --> 00:28:57.285 Same observation for the target. 581 00:28:58.385 --> 00:29:00.125 We have observed an increase in the 582 00:29:00.125 --> 00:29:01.605 retain earnings, which is 20. 583 00:29:02.505 --> 00:29:05.085 The increase in the retain earnings is used in order 584 00:29:05.185 --> 00:29:08.045 to finance the increase in the non-current assets. 585 00:29:08.435 --> 00:29:11.885 Five. And finance the increase in the working capital 586 00:29:11.915 --> 00:29:13.045 requirement two, 587 00:29:13.825 --> 00:29:17.805 but as the company is generating earnings net of dividends 588 00:29:17.825 --> 00:29:20.565 of 20, it's much more than what you need 589 00:29:20.565 --> 00:29:23.805 to reinvest in financing the growth of the capital employed. 590 00:29:24.175 --> 00:29:25.805 Seven. How much is left? 591 00:29:26.445 --> 00:29:29.045 13, which is the increase in the cash 592 00:29:29.045 --> 00:29:30.125 account of the company. 593 00:29:30.545 --> 00:29:33.125 No major comment to make about the financial 594 00:29:33.125 --> 00:29:34.205 benefit of the target. 595 00:29:35.065 --> 00:29:37.125 The non-current asset have increased. 596 00:29:37.665 --> 00:29:40.885 The working capital requirement has increased by 20%. 597 00:29:41.065 --> 00:29:43.645 Now the capital employed is 87 598 00:29:44.205 --> 00:29:47.525 Shareholders equity have been increment by 20 599 00:29:48.185 --> 00:29:51.885 and as net financial debt is down by 13 600 00:29:52.505 --> 00:29:55.965 Now the net financial resources are 80 plus seven, 601 00:29:55.965 --> 00:29:57.045 which is 87. 602 00:29:57.595 --> 00:30:00.445 It's matching with capital employed. There is no surprise. 603 00:30:01.265 --> 00:30:03.965 The permanent capital is up to 120 604 00:30:04.785 --> 00:30:07.685 and by far its finances and non-car assets. 605 00:30:07.765 --> 00:30:10.805 A working capital is up to 45 606 00:30:11.745 --> 00:30:15.325 and as a working capital requirement is up by only too. 607 00:30:15.385 --> 00:30:19.205 Now the net cash position has been incremented by 13. 608 00:30:19.835 --> 00:30:21.685 Cash is now 73. 609 00:30:22.075 --> 00:30:25.485 Current financial debt is on lead between quotes 40 610 00:30:25.785 --> 00:30:28.205 and the net cash position is 33. 611 00:30:28.825 --> 00:30:32.165 So in this second module we have been able 612 00:30:32.165 --> 00:30:34.965 to discuss a little bit about the investor 613 00:30:35.505 --> 00:30:38.245 and the target, the buyer, and the target. 614 00:30:38.825 --> 00:30:41.565 We have been able to observe a little bit the financial 615 00:30:42.045 --> 00:30:43.925 situation of these two companies. 616 00:30:44.385 --> 00:30:47.325 We also had the opportunity to do a little bit 617 00:30:47.325 --> 00:30:50.485 of financial forecast from assumptions 618 00:30:51.065 --> 00:30:54.765 and from the beginning balance sheet we can build the P, 619 00:30:55.225 --> 00:30:56.325 the cash flow statement 620 00:30:56.425 --> 00:30:58.365 and the balance sheet At the end of the year, 621 00:30:59.195 --> 00:31:02.485 calculate capital employed match capital employed 622 00:31:02.485 --> 00:31:05.885 with a net financial resources, a financial resources net 623 00:31:05.885 --> 00:31:08.645 of cash, calculate the working capital 624 00:31:08.945 --> 00:31:10.485 and comment the working capital, 625 00:31:11.235 --> 00:31:13.925 calculate the working capital requirement 626 00:31:13.985 --> 00:31:17.765 and observe that if the working capital is positive 627 00:31:18.265 --> 00:31:21.365 and is financing 100% of the working capital requirement, 628 00:31:21.365 --> 00:31:23.965 then the net cash position is positive. 629 00:31:24.785 --> 00:31:27.405 We have been able to observe this static cash balance 630 00:31:27.865 --> 00:31:31.845 but also this balance moving from one year to the other. 631 00:31:32.785 --> 00:31:35.405 And then this cash balance has been affected by 632 00:31:36.185 --> 00:31:40.405 the incremental accumulated retain earnings 633 00:31:41.135 --> 00:31:43.805 which are used to finance the growth of the company. 634 00:31:44.235 --> 00:31:47.125 Non-car assets and working capital requirement. 635 00:31:47.585 --> 00:31:51.045 But if we make more profit than what we need 636 00:31:51.345 --> 00:31:53.885 to reinvest in financing the growth of the company, 637 00:31:54.155 --> 00:31:56.845 then there is cash in excess which is going 638 00:31:56.845 --> 00:31:59.245 to increment the cash account of the company. 639 00:32:00.155 --> 00:32:02.285 This is the end of the presentation of the firms. 640 00:32:03.225 --> 00:32:07.245 The first step of this presentation of the method is going 641 00:32:07.245 --> 00:32:08.645 to consider that the target 642 00:32:09.185 --> 00:32:12.365 is a very simple ME financial investment. 643 00:32:12.945 --> 00:32:15.605 We are going to take an equity stake, which is not 644 00:32:15.875 --> 00:32:18.965 that significant and there will be an impact on the method 645 00:32:19.065 --> 00:32:21.525 we are going to use to consolidate the accounts.
The purpose of the second module of this course, which is devoted to the consolidation of financial accounts, is to introduce the two companies.
The two firms which are going to serve as a pedagogical support to the presentation of the different methods of consolidation.
One of them is going to be the investor, the buyer, the other one, the target in which the buyer is going to take different levels of equity stake.
I have four objectives in this module.
The first one is to simply describe the companies, the investor and the target, where they stand at the end of year end the moment we take the decision of investing from the investor to the target, the second objective is to build the forecast for year end plus one.
There's something which is going to happen in each and every company.
They are going to run the business and it's important to transform assumptions into a reality so that we can describe these two companies with individual trajectories first, the second step is going to introduce the trajectory of the target into the trajectory of the investor.
I have also a fourth objective, which is to give you a kind of reminder of key financial accounting concepts, capital employed, net financial resources, working capital, working capital requirements, and net cash position.
Which content am I going to provide you for each and every company? First, obviously the opening balance sheet, which is the end of year end when we take the decision.
Second, a few concepts about financial accounting.
Third assumptions for your end plus one, and then we are going to be able to build the p and l of year N plus one, the cash flow statement, the evolution of the cash position for year n plus one, and of course build the financial balance sheet at the end of this year n plus one.
Let's first start with the investor.
When you look at the balance sheet at the end of year end, what do you observe? Traditionally assets on one side, equity and liabilities on the other side.
Let's first start with the assets.
We have a company in which we have property, plant and equipment, net tangible fixed assets, which is about the difference between gross tangible fixed assets, the price you paid when you bought the machines, minus AC accumulated depreciation, no intangible fixed assets, no financial fixed assets, which is a consequence of the past of the company.
The non-current assets account for 800 and we have the current assets traditionally inventories, accounts receivable, some other current operating assets, prepared expenses and cash.
The sum is 1,800.
On the other side We have the financial and operating resources shareholders equity first with equity capital and additional paid in capital that that the company made some equity issues accumulated, retain earnings, earnings generated by the company and not returned to shareholders through dividends and shareholders equity account for 900.
In addition to that, we have long-term non-current financial debt whose maturity is more than one year for 400 and the long-term resources.
A permanent capital of the company is a sum of long-term equity and long term debt, which is 1,300 something very interesting when we have to calculate the working capital.
Then we have the current liabilities.
Some of them are financials such as a short term current financial debt for 200 and some of them are operating accounts payable, which is a counterpart of the accounts receivable and other current operating liabilities such as taxes payable, sales tax payable, et cetera, et cetera.
When we add the current liabilities, 500 and the permanent capital, the long-term resources of 1,300 who get 1,800 equity and liabilities on the one hand are matching with assets.
On the other hand, this is a perfect definition of a balance sheet.
A few comments to start with.
It looks like an industrial company with manufacturing, with inventories, with receivables and payables and so on.
There's no goodwill, no trademark or any other acquisition related assets which would show in the intangible assets.
There are also no minority shareholdings, which would show in the financial fixed assets, so you don't have any acquisition in the balance sheet and you don't have any minority equity stake.
If you look at the net financial debt, it's quite moderate, it's quite conservative.
Long-term debt, 400 plus short debt, 200 net of cash, 500 is 100 and then the company shows some financial flexibility, the ability to make an acquisition and self-finance this acquisition, which is what is going to happen.
Now let's go back to some key financial concepts, capital employed and net financial resources to start with.
On the asset side of the balance sheet, they are mainly operating items, but there is a financial item which is cash on the equity and liabilities part of the balance sheet.
You have financial resources, equity and financial debt and operating resources, operating liabilities.
If you really want to calculate the net operating assets invested in business operations, you have to transfer cash from the asset side of the penalty to the other side of the penalty, but you also have to transfer the operating liabilities from the equity and liabilities back to the asset side and of course it's minus cash on one side it's minus operating liabilities on the other side.
Then we have the capital employed, which is non-current asset, no change and the working capital requirement, which is made of current operating assets minus current operating liabilities.
On the other side, we keep the shareholders equity as it is and net financial debt is what I calculated previously, which is 100.
It's financial debt, long term plus short term net of minus cash.
Now if you start with a book balance sheet, which comes from the accounting department with assets and equity and liabilities and this balance sheet is balancing the financial balance sheet, which is capital employed matches with net financial resources will also naturally balance.
There is another concept which is quite important in financial accounting, which is permanent capital minus non-current asset and it's name working capital.
The calculation of the working capital is absolutely crucial in the financial analysis of the firm.
The non-current assets are the heart of the company and then the heart of the company is absolutely not liquid.
This is why these non-car assets have to be financed by long-term resources and certainly not short-term resources for which there might be a liquidity risk.
So when a company is showing a working capital which is positive and nicely positive, it means that it doesn't seem there any liquidity risk, at least for the short term for this company, which is fundamental.
Now technically when you calculate the working capital, which is again permanent capital minus non-current asset and you deduct a working capital requirement, what is left? What is left is cash minus current financial debt and it's name the net cash position.
Now in a company, if the working capital is positive but it is positive enough to finance entirely the working capital requirement, then the net cash position is strictly positive, which is a case for this company.
A few comments about these calculations.
First, capital employed represents a net operating assets, the operating assets net of the operating liabilities.
The working capital requirement inside the capital employed is current operating assets minus current operating liabilities and the working capital requirements represent the funds which are sleeping between quotes in the operating cycle, sleeping in a warehouse, sleeping in the bank account of the customers.
Now what is very important with the capital employed is that it allows us to calculate the return on capital employed, which is operating income income from business operations.
EBIT divided by amount of money invested in business operations capital employed the rose is absolutely fundamental the day you want to evaluate the performance of a company confronting return on capital and cost of capital.
The other concept which is absolutely fundamental is net financial resources.
These are the funds raised from capital markets, of course net of cash because cash is available to re deposit or return of cash to shareholders.
Now the accounting balance sheet is balancing, the financial balance sheet is also balancing which is absolutely mechanical.
Interestingly, you calculate the working capital, deducting the fixed assets and non-car assets from the permanent capital, but there is another way to calculate the working capital.
It is simply current assets.
All the current assets including cash net of current liabilities including the short term financial debt.
It's interesting because you have two geographical perspective of the balance sheet.
You can look at the upper side of the balance sheet with long-term resources and long-term assets or the lower part of the balance sheet, which is current assets versus liabilities.
At the end of the day, it gives you the same figure and it is also about liquidity because either working capital is positive, it means that with your long-term resources, you entirely finance your fixed asset.
Again, the heart of the company.
Second perspective, if the working capital is positive, it means that the current assets exceed the current liabilities.
Current liabilities is what you are going to pay within one year.
Current asset is available or almost available.
Accounts receivable is going to be transformed into cash.
Cash is already available to pay the current liabilities.
Now you understand that if the working capital is positive, whatever the method you use to calculate, you can conclude that the liquidity risk of the company is quite low.
When you calculate the working capital and you deduct the working capital requirement, you get the net cash position which is named a static cash balance.
Now at the end for financial accounting concepts, let's move to the assumptions, which kind of data do we have for year and plus one? As far as the investor is concerned, the company's going to generate sales, transforms in sales into cash operating profit, which is named a bda, but the company's also going to invest for his future capital expenditures account.
For 200, the company's going to keep on depreciating their current and new fixed Assets 174 and the current operating assets.
Current operating liabilities are going to grow by 10%, which basically means that the working capital requirement is going to grow by 10%, which is going to simplify the calculations.
When you have debt and the balance sheet, you have to pay the interest and the interest rate of the debt is going to be 5%, same rate for long term and shortterm debt.
When you make a profit, you pay taxes, the income tax rate is going to be 25%.
Now, in order to build the financial statements for year end plus one, we need additional data.
You remember we have debt, but we also have cash.
As an assumption, we are going to consider that cash does not generate any financial income.
I would say it's pure operating cash and it's not invested in long-term securities of any kind.
In order also to simplify the calculation, we are going to assume that income tax is paid immediately when it's accrued.
When it is generated, the investor does not pay any dividend to its shareholders distribution is N and we are also going to consider as an assumption that the financial debts, long-term and short-term are going to remain unchanged.
So any change in a cash position, positive or negative increase or decrease is going to show as a consequence in the cash account of the company and it's not going to impact the financial debt.
Now we can build a p and l for year end plus one for the investor sales, 1000 cash operating profit EBITDA 300.
Now EBITDA minus depreciation and ization gives you the ebit, the operating income 126.
The interest expense is going to be 30.
You have 400 of long-term debt, 200 of short-term debts.
The sum is 600 multiplied by 5%, it is 30, so the earnings before tax, the taxable income is 96.
You have to deduct 25% of that and 96 minus 25% minus 24 is the net earnings 72.
Once we have built the p and l, we can build the cashflow statement.
The cashflow statement starts with ebitda, EBITDA's potential cash 300 from which you deduct the interest expense, which is cash out and the income tax, which is cash out of course no depreciation and monetization in the cashflow statement because it is a non-cash item.
Then we get what is named the gross cash flow.
Interestingly, some companies communicate on their gross cash flow calculating earnings after tax plus depreciation and monetization and obviously you get the same figure 300 minus 30 minus 24 a 246 And 246 is the same as 72 earnings plus 174 deposition and amortization.
I very much prefer the first presentation even though it gets exactly to the same endpoint, the same calculation for the gross cash flow because EBIT dies cash interest expenses, cash income tax is cash, earnings is not cash, but if you add depreciation to the earnings after tax, it's because you deduct a depreciation, which is a non-cash item, which is a little bit confusing.
I very much prefer to calculate the gross cashflow with ebitda.
Again, minus interest expense minus in income tax, but gross cashflow is potential cash.
It's not yet actual cash and the transformation of profit into cash is the change in the working capital requirement.
When the working capital requirement is up, which is a case here by 10%, then we have less cash in the bank account.
When the working capital requirement is down, we have more cash.
The impact is perfectly negative on the cash of the company, so potentially we have generated 246, but the actual cash which is going to be generated by business operations is only 226 because in the meantime, the working capital requirement has increased by 10%.
10% of 200 is 20.
The operating cash flow is positive, which is quite good news and it's high enough to finance the capital expenditures, so the free cashflow, the cashflow available before strategic financial decisions such as equity issues or dividend payment or shares, buyback or repayment of the debt is 26.
As there is no equity issue of any kind, as the financial debt is not only going to change, the free cash flow is entirely going to increment their cash position of the company by 26.
Now, once we have built a p and l for your l plus one, we have also built a cash flow statement for your L plus one.
We know the balance sheet beginning of the year we can build a balance sheet end of the year gross tangible fixed assets have been incremented by capital expenditures.
Accumulated depreciation has been incremented by the depreciation of the year, so the net tangible fixed assets.
Now the net tangible fixed assets have been increased by the difference between 200 and 174, which is 26.
No change in the intangible fixed assets, no change in the financial fixed assets, so the total non-current asset is 826.
As current operating assets and current operating liabilities have increased by 10%, inventories is up from 200 to 220.
Accounts receivable is up from 100 to 110.
Other current operating assets Are up from 200 to 220 and cash is incremented by the free cash flow, which is entirely going to be impacting the cash position.
So 500 plus 26 is 526 total current assets plus total non-current assets is a total assets which is 1,902.
Once we've built the balance sheet asset side, we move to the equity and liability side.
No change in capital, no change in additional paying capital because there was no equity issue.
The retain earnings have been incremented by the profit generated by the company during the year and by 100% of the profit because 100% of the profit is retained.
The company you remember pay no dividend to its shareholders, 600 plus 72 minus zero is exactly 607 two.
So shareholders equity now accounts for 972, same long-term financial debt, same short-term financial debt accounts payable is served by 10%.
Other current operating liabilities are owe by 10%, so total current liabilities plus their permanent capital is equity and liabilities 1,902 and it's extremely good news because assets are matching with equity and liabilities, which is absolutely the mechanical balance between users and sources of funds.
Now it is very interesting to observe that the increase in the retain earnings, 72 100% of the bottom line of the company has been used in order to finance the increase in the non-car assets.
You remember a capital expenditures minus the position of the year 26 and also the increase in the working capital requirement 20 and as the increase in the retainer earnings was financing entirely the evolution of the capital employed.
The net between these two is now showing in the change in the cash position, which is 26.
This is basically the consequence of a profitability of the company 72 completely reinvested in the company.
72 is financing not only the growth of the net operating assets, but he's also contributing to the increase in the cash position when the profitability is exceeding what you need to finance your growth.
Now you can build a financial balance sheet capital employed non-current assets and working capital requirement non-current assets 826, which is 800 plus 26.
The working capital requirement has increased by 10%.
Now the new capital employed net operating assets is 1046.
On the other side, whether do you have shareholders equity which has been incremented by 72 and the net financial debt has decreased not because we have repaired the debt but because we have increased cash and now the net financial debt which was 100 is 100 minus 26, which is 74 net financial resources account for 1046 and capital employed net financial resources are matching.
The financial balance sheet is balancing the working capital has been reinforced by the evolution of the long-term resources and the evolution of the long-term resources is the increase in the equity.
So of course there is an increase in the non-current asset because CapEx are exceeding the depreciation of the year, but the working capital is now 546 and even though the working capital requirement has increased by 10% from 200 to 220, the net cash position is stronger by 26.
The cash is now 526 and it exceeds the current financial debt 200 by 326, which is a perfect definition of the net cash position.
Now what about the target? Basically we have the same kind of company.
We have a company which looks industrial with net tangible fixed assets.
It's much smaller.
There is no intangibles, no financial fixed assets.
Total non-Current asset is net property plant and equipment with current assets including cash of 60 and the total assets account for 170 capital five, additional paid in capital and retain earnings.
Shareholders equity account for 60 long-term financial debt 40, so the permanent capital, the long-term resources account for 100 which exceed the non-current asset.
Good news, the working capital is going to be positive and the Shortterm financial debt plus accounts payable plus other current operating liabilities give you the current liabilities.
70 plus 100.
It is 170.
As far as the target is concerned, the comments are quite the same as for the buyer.
As for the investing company, it looks like an industrial company.
There is no goodwill or trademarks on any other acquisition related assets.
No minority shareholding, no financial fixed asset and again the net financial debt looks quite conservative.
There is some financial debt, 40 plus 40, long term plus short term, but the cash is 60, so the net financial debt is 20.
So if we look at the capital employed, we have non-car asset plus working capital requirement which account for 80 shareholders.
Equity is 60 financial debt, net of cash is 20 and the net financial resources account for 80.
The financial balance sheet is balancing permanent capital exceeds non-current assets by 30.
You remember what I said a minute ago.
So the working capital is positive and as a working capital requirement is less than a working capital.
The net cash position is 20.
We can demonstrate it calculating working capital minus working capital requirement.
We can also calculate the net cash position deducting the current financial debt.
40 from the cash account of the company, which is 60, 60 minus 40 is 20.
Some quick comments about the financial balance aid positive working capital conservative company.
The working capital requirement looks quite low.
The net cash position is positive and it seems that the campaign is liquidity risk is quite limited.
Again, we need some assumptions in order to build the p and l and the cashflow statement of the company for the year N plus one, we have the sales figure.
We have the A bid D, CapEx and depreciation 15 minus 10.
Current operating assets and current operating liabilities are going to grow by 20%, which basically mean that the working capital requirement is going to grow by 20%.
Same interest rate for that long-term and short term 5% same in income tax rate, 25%, but the big difference it that the company is paying a dividend to its shareholders and in fact it's distributing two thirds of its net income.
66 point 67% is exactly two thirds.
You also need some additional data, same assumptions.
Cash does not generate any financial income.
Income taxes paid immediately.
Financial debts long term and short term remain unchanged.
But now we pay dividend which has an impact on the cashflow statement.
Let's now build the p and l.
P and L is about sales transform into cash.
Operating profit EBITDA minus depreciation, which is about 10 94 minus 10 is 84.
The interest expense is 5% of the total debt.
40 plus 40 is 80, which is multiplied by 5% to give the interest expense of four earnings before tax is 80, income tax is 25% of the taxable income, which is 20 now the net earnings are 60 and the company is distributing two thirds of its net income of its bottom line to its shareholders.
So the dividend which is going to be distributed is 40.
Now let's move to the financing to the cashflow statement.
EBDA minus interest minus in income tax is gross cashflow, which is 70.
You remember.
You can also calculate the gross cashflow as earnings plus depreciation 60 plus 10.
I very much prefer the first presentation as a working capital requirement is uh, by 20%.
10 is transforming to 12.
It consumes two.
So 70 is potential cash and 68 is actual cash.
The difference is the increase in the working capital requirement, which is consuming part of the profitability CapEx account for 15 and so the free cash flow is very high.
53.
This is why the company is generating plenty of cash in excess and can distribute a very significant part of its net income 40.
How much is left now changing the cash position as 13, even though the company is distributing two thirds of its net income, the company is going to increment its cash position by 13.
Once we have the p and l and the cash flow statement, we can build the balance sheet at the end of the year.
Balance sheet at the beginning of the year is 100 in tangible fixed assets, gross plus 15, accumulated depreciation 30 plus 10.
So the net tangible fixed asset property plant and equipment are now 75.
No intangibles, no financial fixed asset.
Total non-Current asset is 75 inventories are earned by 20%.
Accounts receivable, uh, by 20%.
Other current operating assets, uh, by 20% and cash is earned by 13, which is a bottom line of the cashflow statement.
Total assets 196.
What about equity and liabilities? No equity issue.
Capital and additional paying capital remain unchanged.
Retain earnings are incremented by the net earnings minus the dividend of the year.
The starting point was 20.
As far as return earnings are concerned, return earnings are incremented by 60 earnings of the year, but reduced by 40, which is a cash return to shareholders long term financial debt.
Short term financial debt, no change.
Accounts payable are by 20% and the other current operating liabilities are earned by 20%.
Current liabilities, 76 total equity and liabilities 196.
The good news again is that assets are matching with equity and liabilities.
There's no miracle in there.
It is just mechanical calculations.
Same observation for the target.
We have observed an increase in the retain earnings, which is 20.
The increase in the retain earnings is used in order to finance the increase in the non-current assets.
Five.
And finance the increase in the working capital requirement two, but as the company is generating earnings net of dividends of 20, it's much more than what you need to reinvest in financing the growth of the capital employed.
Seven.
How much is left? 13, which is the increase in the cash account of the company.
No major comment to make about the financial benefit of the target.
The non-current asset have increased.
The working capital requirement has increased by 20%.
Now the capital employed is 87 Shareholders equity have been increment by 20 and as net financial debt is down by 13 Now the net financial resources are 80 plus seven, which is 87.
It's matching with capital employed.
There is no surprise.
The permanent capital is up to 120 and by far its finances and non-car assets.
A working capital is up to 45 and as a working capital requirement is up by only too.
Now the net cash position has been incremented by 13.
Cash is now 73.
Current financial debt is on lead between quotes 40 and the net cash position is 33.
So in this second module we have been able to discuss a little bit about the investor and the target, the buyer, and the target.
We have been able to observe a little bit the financial situation of these two companies.
We also had the opportunity to do a little bit of financial forecast from assumptions and from the beginning balance sheet we can build the P, the cash flow statement and the balance sheet At the end of the year, calculate capital employed match capital employed with a net financial resources, a financial resources net of cash, calculate the working capital and comment the working capital, calculate the working capital requirement and observe that if the working capital is positive and is financing 100% of the working capital requirement, then the net cash position is positive.
We have been able to observe this static cash balance but also this balance moving from one year to the other.
And then this cash balance has been affected by the incremental accumulated retain earnings which are used to finance the growth of the company.
Non-car assets and working capital requirement.
But if we make more profit than what we need to reinvest in financing the growth of the company, then there is cash in excess which is going to increment the cash account of the company.
This is the end of the presentation of the firms.
The first step of this presentation of the method is going to consider that the target is a very simple ME financial investment.
We are going to take an equity stake, which is not that significant and there will be an impact on the method we are going to use to consolidate the accounts.