Consolidation course, module 2 // Presentation of the firms
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.