Case LBO SECAP // 2. Financial Analysis
Financial case analysis process
Module 2 aims to carry out the financial analysis of the target and to measure both its performance, but also its ability to generate stable and predictable flows of funds
The assessment of the target’s fundamental value is derived from the construction of its economic model and shows, through the forecasts of accounting documents and cash flow, the economic and financial environment favorable to the indebtedness of the acquisition holding company.
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The aim of the introductory module was to give you some information
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about the company itself and the structure of the case.
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Now, we are ready for the first step of this LBO
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analysis, which is a financial analysis of the
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target.
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I propose you the following agenda.
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First, we are going to read the income statement.
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Before calculating any ratio, we have to read the income
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statement and understand the relative strengths of each and every
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item. Same story for the cash flow statement, and same
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story also for the financial balance sheet.
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We are going to read the balance sheet, assets and equity and
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liabilities. We are going to transform the accounting balance sheet into a
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financial balance sheet, and we are going to interpret the
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figures. Last but not least, we are going to calculate the return on
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sales, the return on capital, estimating the commercial and economic
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profitability of the company.
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Let's first read the P&L, and as a first step, from the
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turnover to the operating profit, from operating
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revenues to operating income. The figures which are available
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are full years, with details from eighty-five to
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eighty-eight. Then, as far as eighty-nine is concerned, it's
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about estimated figures because it's the year the transaction is
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taking place, and we just have estimates.
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We start with the operating revenues.
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The operating revenues are split into two parts:
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revenues, sales, production, which is sold to the customers,
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and capitalized production. Capitalized means that the company is
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spending some money to produce machines, which are going to be offered to
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the customers. We don't have the split for eighty-five, eighty-six.
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We have the split for eighty-seven and eighty-eight.
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What do we observe? We observe that the company is growing.
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The business looks a little bit mature at first sight, but the growth rates
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are ten percent and ten percent and eighteen percent and ten
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percent. So the first observation we can make is that the
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company is growing in terms of sales.
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It's a commercial success. Once we have the operating
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revenues, we deduct the operating expenses, and then we make
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the split between cash operating expenses and non-cash
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items. Non-cash items is depreciation and
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amortization. Cost of sales. In the cost of sales, you don't have
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any depreciation and amortization, so it's about,
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uh, equipment, supplies, and so on and so forth.
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Wages and salaries, labor-related expenses, operating
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taxes, different from the income tax, of course, some
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provisions, some other operating expenses, and cash operating
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revenues minus cash operating expenses is a cash operating profit,
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well-known EBITDA. EBITDA is extremely
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important in the valuation of the company because it's a pillar of the
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calculation of the free cash flow to the firm.
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Now, EBITDA is before interest and taxes and depreciation and
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amortization. Then you depreciate in order to
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get the operating income, the EBIT, which is going to be very
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important in the calculation of the return on sales and on the return
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on capital.
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Let's make a first wrap-up about the observation and the reading of the
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P&L. The revenues are up. The CAGR is
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the average twelve percent per annum, which is quite significant,
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but this is in nominal terms. It's not in real terms.
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In order to understand really the evolution of the company in
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real terms, we have to deduct inflation.
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And what's very interesting to observe is that the average inflation of the period
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is three percent. So when revenues on the average are
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up by twelve and inflation is three, it means that the
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real increase in the revenues is nine percent per annum, which
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is really a tremendous commercial success.
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Now, in nominal terms, the revenues are up by fifty-seven
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percent, the EBITDA is up by eighty-eight
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percent, and the EBIT by one hundred and twenty-six
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percent. So as a consequence of growth, probably the
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company is generating extremely interesting economies of
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scale, and the growth in the revenue is
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boosting the growth in the profit.
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So it's a commercial success, and it's very profitable as
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far as the commercial profitability is concerned.
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Let's now have a look at the second part of the P&L.
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From operating profit, from EBITDA to net income to the bottom
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line.
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You remember that the EBITDA is positive and is growing
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from sixty-nine to one hundred and thirty.
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Depreciation and amortization is consuming a significant part of the
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EBITDA. EBITDA is before
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depreciation, so before investment, because at the end of the day, depreciation and
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amortization is a consequence of capital expenditures on
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industrial investment. And the figure, DA, is
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consuming about half of the EBITDA, which is quite
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significant. Now, the operating income from thirty-one to
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seventy, more than doubling, and the EBIT
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is before interest and taxes. Then we have to deduct the interest, and we
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have to deduct the taxes. The financial result is almost
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zero during three years and then positive, which means that the
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company has more cash than financial debt and is
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receiving more financial income than it pays
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financial expenses, which is very important in the
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financing structure of the company.
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Exceptional items is really exceptional.
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Sometimes it's negative, sometimes it's positive, but it's a very
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negligible figure. Profit before income tax, and then
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we pay the taxes, which is a percentage of the profit
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before income tax. The net income is a bottom
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line, and the bottom line is also nicely growing
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from fourteen to
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forty-two....
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So on wrap up about the P&L. It's really a commercial
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success, but it's really a financial success.
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We have slightly positive financial results, which is the
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consequence of cash, which is exceeding the financial
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debt. The exceptional items on the average is very close
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to zero, and the net income is multiplied by
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three. So we have an increase in, uh,
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revenues, and this increase is boosted if you transform that
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into increase in EBITDA, then EBIT, then net
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income. So definitely, the P&L looks absolutely great for
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this company.
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We have observed that the net income is positive and the net income is
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growing, but net income is not cash for a number of
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reasons. The first reason is, in the calculation of the net
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income, we deduct a cost, which is a non-cash item, depreciation
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and amortization. So if we want to understand how you transform the net
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income into change in a cash position, you first have to
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add depreciation and amortization.
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So net income plus depreciation and amortization
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is minus depreciation, plus depreciation, you
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offset. And at the end of the day, you get something which is gross cash flow, but
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which is more or less EBITDA, minus interest,
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minus taxes. That's quite interesting, but that's not yet
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cash, because you have to take into account the transformation from the
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potential cash into actual cash. And this is done
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by deducting the change in a working capital
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requirement, which is going to be a very important item in
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this case. Then you get real cash from business operations, which
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is namely operating cash flow. Then you can finance your
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capital expenditures. Net of divestment, you get the free cash
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flow, and then you have to take into account the financial strategy in order
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to get to the bottom line of the cash flow statement, the change in cash
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position. Let's observe what happens in this
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company. First, net income is up, no change.
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Then we add depreciation and amortization, which is growing because the company is
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growing and investing more. The gross cash flow moves from
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sixty-three to one hundred and two.
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But what is very interesting to observe is that the minus change in working
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capital requirement is, except in eighty-seven,
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positive. So the change in the working capital requirement is a
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resource, and then the working capital requirement in
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absolute terms, is growing as a consequence of growth in the
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revenues, but it is a negative figure.
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This is why the absolute increase is transforming to a
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resource and not into a use of funds.
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Then the operating cash flow is more than the gross cash
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flow. It's by far paying the capital expenditures.
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CapEx is more than depreciation, because depreciation is the CapEx of
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yesterday, and CapEx is more today because the company is
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growing, and then the free cash flow of the company is
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nice, beautiful, positive, and growing.
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Then you have a negligible change in long-term debt,
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negligible other items. And what do you observe?
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There is no equity issue because you don't need equity, but there is
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no dividend payment. This is why this free cash flow
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is almost entirely transformed into a change in a cash
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position, which is absolutely fundamental to understand the
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rationality of this LBO.
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A wrap up on the cash flow statement.
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From net income to change in cash position.
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Net income is up. Depreciation is up
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because the company is growing and because it's investing more.
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But what is extremely interesting is that the changes in the working capital
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requirement are not a consumption of cash, it's a
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resource, and that's a consequence of a negative working
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capital requirement in a growing environment.
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The investments are relatively stable.
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You are simply building up the portfolio of the machinery, the
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machines you are going to lease to your customers.
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But the gross cash flow is transforming to operating cash flow, and
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by far it pays for the capital expenditures.
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And as the company is paying absolutely no dividend to its
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shareholders, there's a significant and stable cash
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generation, which is absolutely fundamental when you consider
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a leveraged buyout.
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Now, let's have a look at the balance sheet, which is absolutely fundamental in the
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structuration of the case. First, we are going to do exactly the
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same with the balance sheet as what we did with the P&L and the cash flow
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statement. We are going to read both sides of the balance sheet, the assets
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on one side and the equity and liabilities on the other side.
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But then we are going to transform the accounting balance sheet
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into a financial balance sheet, and there will be some adjustments
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leading to concepts like capital employed and net financial
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resources. Capital employed is absolutely fundamental to calculate the
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return on capital employed, the economic performance of the
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company. There is another set of concepts which are quite
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important. The working capital, to which extent your
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permanent resources are financing these
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long-term assets. Then working capital and working
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capital requirement are combined in order to get the net cash
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position, and we are going to do some interpretation of these
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transformations.
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Let's start with the asset side of the balance sheet.
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You remember that the balance sheet is split into two categories of assets: the
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long-term assets, the non-current assets, and the short-term, the current
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assets. As far as non-current assets are concerned, there are
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two lines here: property, plant, and equipment, tangible assets, net of
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accumulated depreciation, which is definitely the dominant
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item in the non-current assets. Non-current financial asset is a little
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bit growing, but quite negligible.
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The big chunk of money is invested in, in tangible assets, which is basically the
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machines which are offered to the customers....
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Then as far as current assets are concerned, the inventories are growing
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simply because production is growing.
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Trade accounts receivable are growing because the sales are growing.
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Other current assets about prepared expenses, and they are also growing with the
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activity. But what is extremely interesting to observe in the current
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assets is the accumulation of cash.
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The company is generating a lot of cash, is transforming this cash,
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thanks to the negative working capital requirement, is generating much
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more cash than what it needs for capital expenditures, and pays no
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dividend. Then, as a consequence, the cash which is
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generated by the company is accumulated in the bank account of the
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company. If you look at the asset side of the balance sheet, you have two
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main items: property, plant, and equipment, and
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cash.
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Quick wrap-up on the asset side of the balance sheet.
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Property, plant, and equipment, tangible fixed assets, net of accumulated
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depreciation, is simply the fleet of the leased machines,
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machinery.
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Then we have the net income, the profit, which is growing, and is
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growing with, uh, depreciation, which is increasing as a
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consequence of CapEx, which are increasing.
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So the cash flow is nicely increasing, and there's
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no dividend which is paid. So as a consequence, the company
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is generating a lot of earnings. All these
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earnings are reinvested. The consequence is accumulation of
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cash. Then there is a substantial cash reserve in the
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company, and you can question: Why do you keep this cash?
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The answer is not given in the case, but what we know is that
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this cash will have a huge impact on the
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valuation of the company, on the valuation process, and on the
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financing of the holding.
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Interestingly, when you read the equity and liability side of the
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balance sheet, you get to the same conclusion.
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There are two main items. The first one is shareholders' equity.
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Shareholders' equity is made of capital plus additional paid-in capital.
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Stable, no equity issue. Plus, retained earnings are-- that's
242
00:14:29.754 --> 00:14:33.274
growing because the company is generating profits, more and more
243
00:14:33.354 --> 00:14:36.974
profits, and reinvests one hundred percent of its profit
244
00:14:37.054 --> 00:14:39.634
because it does not pay any dividend.
245
00:14:39.674 --> 00:14:43.574
Non-current provisions about provisions for risks and charges will be linked to
246
00:14:43.614 --> 00:14:47.114
the business operations, so it's a little bit up, but not that
247
00:14:47.154 --> 00:14:51.094
big. Long-term debt is negligible and stable, and
248
00:14:51.234 --> 00:14:54.954
all these make the permanent resources, resources for which the
249
00:14:54.994 --> 00:14:58.334
maturity is more than one year. And you understand that it's
250
00:14:58.354 --> 00:15:02.294
predominantly about shareholders' equity, one hundred and seventy-one
251
00:15:02.374 --> 00:15:05.414
out of two hundred and four. Then you have the current
252
00:15:05.474 --> 00:15:08.814
liabilities, trade accounts payable, consequence of
253
00:15:09.094 --> 00:15:12.754
purchases, supplies, other current liabilities, what is due
254
00:15:12.794 --> 00:15:16.674
to, et cetera. But what is very important is the deferred revenue
255
00:15:16.774 --> 00:15:20.654
figure. Deferred revenue means that the customers are paying before
256
00:15:20.754 --> 00:15:24.154
actually using the service. So you receive the
257
00:15:24.274 --> 00:15:27.974
cash before they start. They pay the rent for the
258
00:15:28.014 --> 00:15:30.334
machine before they use the machine.
259
00:15:30.374 --> 00:15:34.014
Then you are going to progressively transform this deferred revenue, which is
260
00:15:34.094 --> 00:15:37.794
cash, into actual revenue in the P&L.
261
00:15:37.854 --> 00:15:41.174
But first, it's deferred revenue, and definitely it's cash.
262
00:15:41.674 --> 00:15:45.514
And if you remember that there are one hundred and ten million of cash on the asset
263
00:15:45.574 --> 00:15:48.734
side of the balance sheet, you understand that it comes from the deferred
264
00:15:48.794 --> 00:15:52.394
revenue. Then you make the sum of permanent resources and current
265
00:15:52.454 --> 00:15:56.234
liabilities, and you get total equity and liabilities, which
266
00:15:56.294 --> 00:16:00.254
obviously matches with the total asset side of the balance
267
00:16:00.314 --> 00:16:00.834
sheet.
268
00:16:03.634 --> 00:16:07.274
The consequence of this reading of equity and liabilities is you
269
00:16:07.294 --> 00:16:11.054
observe that equity is increasing, but it's increasing with a net
270
00:16:11.114 --> 00:16:15.054
income, which is fully reinvested, because no dividend, again and again,
271
00:16:15.074 --> 00:16:19.034
is paid to the shareholders. Deferred revenue is a rent which is
272
00:16:19.074 --> 00:16:22.684
paid in advance by the customers, and it matches...
273
00:16:22.714 --> 00:16:26.274
It generates a cash, which shows on the asset side of the balance
274
00:16:26.354 --> 00:16:30.054
sheet. This is absolutely great because you receive the cash before
275
00:16:30.114 --> 00:16:33.634
revenue and before profits and revenues are
276
00:16:33.694 --> 00:16:36.434
recognized in the P&L.
277
00:16:38.654 --> 00:16:42.433
Now, we need to make some adjustments in order to transform the accounting
278
00:16:42.514 --> 00:16:46.094
balance sheet into a financial balance sheet and introduce
279
00:16:46.334 --> 00:16:48.754
interesting concepts as a working capital.
280
00:16:49.654 --> 00:16:53.374
So after that, we are going to be able to run the financial analysis of the
281
00:16:53.434 --> 00:16:56.754
company, understand its financial strategy, and try to
282
00:16:56.794 --> 00:17:00.694
identify the level of liquidity risk of the company, which
283
00:17:00.734 --> 00:17:04.434
is definitely the objective of the working capital.
284
00:17:04.474 --> 00:17:07.174
The first concept which we use in finance is capital employed.
285
00:17:07.214 --> 00:17:11.154
Capital employed is also named invested capital, and it's a kind of net
286
00:17:11.295 --> 00:17:14.274
operating assets, operating assets net of operating
287
00:17:14.354 --> 00:17:17.904
liabilities. So basically, you take the uh, asset side of the
288
00:17:18.014 --> 00:17:21.835
balance sheet, you exclude cash, which is not an operating asset, it's a financial
289
00:17:21.874 --> 00:17:25.614
asset, and you deduct from that all the operating liabilities, be
290
00:17:25.674 --> 00:17:29.244
they current or non-current. So it's net operating
291
00:17:29.334 --> 00:17:33.134
assets and capital employed. In front of that, you have the net
292
00:17:33.214 --> 00:17:36.634
financial resources. Operating means business operations.
293
00:17:36.694 --> 00:17:40.074
Financial means capital markets related.
294
00:17:40.114 --> 00:17:43.534
In the net financial resources, obviously, you have the shareholders' equity, but
295
00:17:43.574 --> 00:17:47.094
you also have the financial debt. But the financial debt net of
296
00:17:47.394 --> 00:17:51.274
cash, because you can repay your financial liabilities with the cash
297
00:17:51.314 --> 00:17:54.934
which is in the bank account. And mechanically, technically, the
298
00:17:54.994 --> 00:17:58.914
capital employed, net operating assets, are absolutely matching
299
00:17:58.954 --> 00:18:00.854
with the net financial resources.
300
00:18:01.214 --> 00:18:04.434
You just take the balance sheet, and you move items from one side to the
301
00:18:04.514 --> 00:18:07.954
other. Then capital employed is non-current fixed
302
00:18:08.094 --> 00:18:11.814
assets, plus the working capital requirement, which is made
303
00:18:11.974 --> 00:18:15.814
of operating assets, current operating assets, minus the
304
00:18:15.894 --> 00:18:19.474
current operating liabilities. What about the non-current
305
00:18:19.534 --> 00:18:23.174
operating liabilities?... is not directly related with the
306
00:18:23.234 --> 00:18:26.944
operating cycle working capital requirement, then
307
00:18:26.994 --> 00:18:30.294
the long-term operating liabilities deserve a separate line in the
308
00:18:30.334 --> 00:18:33.014
calculation of the capital employed.
309
00:18:33.094 --> 00:18:36.334
Net financial resources is equity plus net financial
310
00:18:36.414 --> 00:18:39.934
debt. Net financial debt is long-term plus short-term financial
311
00:18:40.054 --> 00:18:43.554
debt, net of cash. And again, capital
312
00:18:43.614 --> 00:18:46.834
employed equals net financial resources.
313
00:18:47.574 --> 00:18:51.474
Working capital is an extremely interesting concept as far as liquidity is
314
00:18:51.494 --> 00:18:55.174
concerned. Uh, the heart of the company is its
315
00:18:55.254 --> 00:18:59.014
non-current assets. It's the ability of the company to transform raw
316
00:18:59.074 --> 00:19:03.034
materials into finished goods and create value for the customers.
317
00:19:03.044 --> 00:19:06.674
So you have to protect the non-current assets because they're absolutely not
318
00:19:06.814 --> 00:19:10.274
liquid assets. So they should not be financed with
319
00:19:10.574 --> 00:19:14.014
short-term financial and operating resources.
320
00:19:14.034 --> 00:19:17.474
Then they should be financed by long-term permanent
321
00:19:17.574 --> 00:19:21.314
capital, which is made of shareholders' equity and
322
00:19:21.454 --> 00:19:24.894
long-term liabilities, operating liabilities, and financial
323
00:19:24.934 --> 00:19:28.394
debt. The net between permanent capital and
324
00:19:28.434 --> 00:19:30.954
non-current asset is named working capital,
325
00:19:31.814 --> 00:19:35.474
and it should be positive. Otherwise, it means that you're financing your
326
00:19:35.514 --> 00:19:38.964
manufacturing footprint with bank overdraft, which is
327
00:19:39.074 --> 00:19:42.834
absolutely dramatic. Now, technically, you calculate the
328
00:19:42.854 --> 00:19:45.734
working capital and you deduct the working capital
329
00:19:45.814 --> 00:19:49.514
requirement. You get cash minus short-term
330
00:19:49.674 --> 00:19:53.434
financial debt, which is named the net cash or the net cash position of the
331
00:19:53.474 --> 00:19:57.364
company. Then we are going to make all these calculations and
332
00:19:57.414 --> 00:20:00.154
observe, interpret what it means for
333
00:20:00.314 --> 00:20:01.954
SECAP.
334
00:20:03.994 --> 00:20:07.914
Here you can see the capital employed, which is matching with the net financial
335
00:20:07.974 --> 00:20:11.914
resources, which is no surprise, just mechanical stuff.
336
00:20:11.934 --> 00:20:15.734
But it's very interesting to observe that non-current assets are up
337
00:20:16.114 --> 00:20:19.874
as a consequence of growth, capitalization,
338
00:20:19.934 --> 00:20:23.354
property, plant, and equipment. But the working capital
339
00:20:23.394 --> 00:20:27.354
requirement is negative. So when you add
340
00:20:27.554 --> 00:20:31.374
the working capital requirement, you add a negative figure.
341
00:20:31.434 --> 00:20:35.134
So the working capital requirement is financing a significant chunk of the
342
00:20:35.194 --> 00:20:39.014
non-current assets. Minus non-current liabilities,
343
00:20:39.154 --> 00:20:42.674
non-current provisions, you get to the capital employed.
344
00:20:43.074 --> 00:20:46.784
And shareholders' equity, you remember, is a very high figure and
345
00:20:46.834 --> 00:20:50.714
it's financing the company. But it's more than financing the
346
00:20:50.734 --> 00:20:54.354
company, it's financing the cash, if I may say, because the net financial debt is
347
00:20:54.434 --> 00:20:58.064
strongly negative. You remember that the long-term debt
348
00:20:58.274 --> 00:21:02.214
is negligible, and you remember that the cash position is absolutely
349
00:21:02.294 --> 00:21:05.714
fantastic. So the net financial debt is negative.
350
00:21:05.734 --> 00:21:09.574
The company is a negative leverage, negative gearing
351
00:21:09.634 --> 00:21:13.574
company. Some
352
00:21:13.614 --> 00:21:16.734
comments about capital employed and net financial resources.
353
00:21:17.314 --> 00:21:20.974
Again, the working capital requirement is negative and is
354
00:21:21.114 --> 00:21:25.054
significantly negative, and the consequence is that financial debt
355
00:21:25.694 --> 00:21:29.154
is significantly negative. But you could
356
00:21:29.294 --> 00:21:33.114
have a positive net financial debt with a negative
357
00:21:33.154 --> 00:21:37.034
working capital requirement. For example, if the company was paying a
358
00:21:37.114 --> 00:21:39.434
dividend or buying back its shares.
359
00:21:39.814 --> 00:21:43.774
Now, the financial strategy of the company is extremely conservative.
360
00:21:43.954 --> 00:21:47.494
The company definitely has the capacity to return to shareholders,
361
00:21:47.534 --> 00:21:50.314
again, through dividends and share buybacks.
362
00:21:50.334 --> 00:21:54.094
But for any reason, the company has decided to retain the
363
00:21:54.214 --> 00:21:58.054
cash in the bank account of the company and
364
00:21:58.134 --> 00:22:01.854
not distribute. This is going to be, of course, a key
365
00:22:01.934 --> 00:22:04.534
part in the financial structure of the leverage
366
00:22:04.614 --> 00:22:06.014
buyout.
367
00:22:08.274 --> 00:22:11.734
You remember what I just said. The working capital should be
368
00:22:11.774 --> 00:22:15.654
positive, because then it means that the permanent resources are entirely
369
00:22:15.794 --> 00:22:19.594
financing the heart of the company, its non-current assets.
370
00:22:19.614 --> 00:22:22.954
Well, it was a little bit negative in eighty-five and
371
00:22:23.034 --> 00:22:26.154
eighty-six, but no big issue. Why?
372
00:22:26.174 --> 00:22:29.174
Because the working capital requirement being so strongly
373
00:22:29.374 --> 00:22:32.794
negative, the net cash position is already quite
374
00:22:32.894 --> 00:22:36.524
positive. Then, if you look at the working capital, it's
375
00:22:36.524 --> 00:22:39.734
turning positive in eighty-seven and it's expanding in
376
00:22:39.814 --> 00:22:43.694
eighty-eight and eighty-nine. The working capital requirement
377
00:22:43.754 --> 00:22:47.574
is growing in absolute term, but it's negative, so it's more and more contributing
378
00:22:47.614 --> 00:22:51.594
to the financing. And at the end of the day, the net cash position of
379
00:22:51.634 --> 00:22:55.544
the company is plus, plus, plus one hundred and
380
00:22:55.574 --> 00:22:59.524
ten. Cash is one hundred and ten. There's no bank overdraft,
381
00:22:59.574 --> 00:23:03.434
no current financial liability. So at the end of the day, the
382
00:23:03.494 --> 00:23:07.054
liquidity of the company is extremely strong.
383
00:23:08.934 --> 00:23:12.854
When you observe a company whose working capital is positive, you understand
384
00:23:12.894 --> 00:23:15.814
that there is absolutely no short-term liquidity
385
00:23:15.874 --> 00:23:19.454
risk. When you observe that the company has a negative
386
00:23:19.514 --> 00:23:23.434
working capital requirement, you understand that any evolution in the
387
00:23:23.514 --> 00:23:26.764
working capital requirement is going to be an additional source of
388
00:23:26.874 --> 00:23:30.834
cash. And this is why static point of view, the company has a
389
00:23:30.874 --> 00:23:34.694
substantial net cash position. And then the
390
00:23:34.734 --> 00:23:37.774
question is: How do you return the cash to the
391
00:23:37.834 --> 00:23:41.794
shareholders? Returning the cash to the shareholder will be the
392
00:23:41.934 --> 00:23:45.414
rationality of the financial holding, which is going to buy
393
00:23:45.534 --> 00:23:47.654
SECAP eventually.
394
00:23:49.634 --> 00:23:53.284
Now, we are ready to run the financial analysis of the company and
395
00:23:53.394 --> 00:23:57.094
identify the economic and commercial return generated by
396
00:23:57.134 --> 00:24:00.774
SECAP. I'm going to first introduce you the ratios which I
397
00:24:00.854 --> 00:24:04.414
selected to make the financial analysis, and we are going to have a
398
00:24:04.434 --> 00:24:07.374
discussion on the DuPont Numau formula.
399
00:24:07.414 --> 00:24:10.214
In fact, the DuPont Numau formulas, because there are two
400
00:24:10.654 --> 00:24:14.594
formulas. The one which I prefer is a simpler one,
401
00:24:14.634 --> 00:24:18.606
and I will tell you why.... But you remember that when you calculate the ROCE of a
402
00:24:18.646 --> 00:24:22.626
company, you calculate the return, which is generated by the business operations.
403
00:24:22.646 --> 00:24:26.066
But in order to understand the economic profit of the company, you have to control
404
00:24:26.086 --> 00:24:29.906
the return capital and the cost of capital, the weighted average cost of
405
00:24:29.946 --> 00:24:33.726
capital. This part of the financial analysis is going to be described in the
406
00:24:33.786 --> 00:24:37.426
next module, which is about the financial forecast and the valuation of the
407
00:24:37.486 --> 00:24:41.256
company. Because in the valuation, I will have to calculate the cost of
408
00:24:41.286 --> 00:24:44.626
capital to discount the cash flows.
409
00:24:46.006 --> 00:24:49.986
The first ratios I'm going to use in the financial analysis are the ones which are
410
00:24:50.026 --> 00:24:53.986
related with the commercial profitability, the return on sales.
411
00:24:54.026 --> 00:24:57.956
So the denominator is about revenues, operating revenues, sales, and
412
00:24:57.986 --> 00:25:00.886
the numerator is about how much profit you make.
413
00:25:00.926 --> 00:25:04.716
You can calculate, uh, gross margin, you can calculate EBITDA and
414
00:25:04.806 --> 00:25:08.146
EBIT. This is these last two, which I selected.
415
00:25:08.186 --> 00:25:11.886
You can also do some deep dive, calculating cost per
416
00:25:11.926 --> 00:25:15.646
revenues, for example, labor-related expenses or R&D
417
00:25:15.686 --> 00:25:19.326
expenses for other companies. But here I'm limiting to the
418
00:25:19.386 --> 00:25:23.306
EBITDA, which is absolutely fundamental in this case, because it's
419
00:25:23.346 --> 00:25:27.106
a source of free cash flow for the valuation, and EBIT, because EBIT is a
420
00:25:27.126 --> 00:25:30.986
return on sales, which we use in the DuPont formula.
421
00:25:31.026 --> 00:25:34.046
In order to calculate the return capital, you have to combine the commercial
422
00:25:34.126 --> 00:25:37.146
profitability with the assets productivity, which is namely assets
423
00:25:37.206 --> 00:25:40.866
turnover. Asset turnover is revenues divided
424
00:25:40.926 --> 00:25:44.846
by non-current assets and working capital requirements.
425
00:25:44.856 --> 00:25:48.706
So we are going to have a look at the CapEx, the investment as a percentage
426
00:25:48.726 --> 00:25:52.336
to revenues, and we are going to get back to the working capital and
427
00:25:52.426 --> 00:25:56.326
working capital requirement. As a consequence, we are going to
428
00:25:56.366 --> 00:26:00.226
calculate the ROCE as return on sales times assets turnover, which is the first
429
00:26:00.246 --> 00:26:03.786
and initial version of the DuPont and the Moore formula.
430
00:26:03.906 --> 00:26:07.626
There's a second one, which is more sophisticated and, in my opinion,
431
00:26:07.686 --> 00:26:11.346
less useful. No need to calculate some financial
432
00:26:11.586 --> 00:26:15.546
structure ratios, because as a debt is negative, the gearing is negative,
433
00:26:15.586 --> 00:26:19.406
the leverage is negative, and calculating how many years
434
00:26:19.466 --> 00:26:23.266
of EBITDA you should need in order to repair debt which does
435
00:26:23.286 --> 00:26:26.825
not exist is nonsense. So I'm going to limit to all these
436
00:26:26.926 --> 00:26:29.426
ratios which I just described.
437
00:26:31.426 --> 00:26:35.326
It's very interesting to observe the evolution of the return on sales generated
438
00:26:35.426 --> 00:26:39.186
by SECAP. The green line is about EBIT, and EBIT
439
00:26:39.366 --> 00:26:43.166
is up year after year, with a kind of stabilization in
440
00:26:43.266 --> 00:26:45.726
eighty-nine versus eighty-eight.
441
00:26:45.766 --> 00:26:49.746
EBITDA is roughly the same. The difference between EBITDA and EBIT is
442
00:26:49.826 --> 00:26:53.606
depreciation amortization, which again, is a consequence of capital
443
00:26:53.646 --> 00:26:57.426
expenditures. It was up during the first three years, and then
444
00:26:57.486 --> 00:27:01.446
it's kind of plateauing. The EBITDA is
445
00:27:01.506 --> 00:27:05.186
at its maximum in eighty-eight and slightly declining
446
00:27:05.286 --> 00:27:09.266
in eighty-nine. That's not very big in terms of
447
00:27:09.326 --> 00:27:12.226
decline, but that might be a concern for the future.
448
00:27:12.926 --> 00:27:15.846
But what is interesting is to observe the capital expenditures.
449
00:27:16.026 --> 00:27:19.726
CapEx is not down, but CapEx as a percentage to
450
00:27:19.806 --> 00:27:23.566
revenues is down. Why? Because even though the company
451
00:27:23.686 --> 00:27:27.546
is increasing, is growing its fleet of
452
00:27:27.686 --> 00:27:31.086
machines, it's not growing at the same rate as the
453
00:27:31.166 --> 00:27:34.826
revenues. And so as a consequence, what is happening is
454
00:27:34.886 --> 00:27:38.806
that, uh, the capital expenditures, which were consuming twenty-five percent of
455
00:27:38.866 --> 00:27:41.366
the revenues, are now consuming only twenty percent.
456
00:27:42.226 --> 00:27:46.046
Now, if the EBITDA is roughly thirty-four, thirty-five percent and
457
00:27:46.106 --> 00:27:49.406
CapEx is twenty, you understand that the free cash flow, which is
458
00:27:49.426 --> 00:27:52.766
predominantly made of EBITDA minus CapEx, is strongly
459
00:27:52.846 --> 00:27:56.506
positive. And it is even more positive because the working
460
00:27:56.606 --> 00:27:59.886
capital requirement itself is negative.
461
00:27:59.966 --> 00:28:03.506
So there is no problem to generate a high and
462
00:28:03.626 --> 00:28:07.466
absolutely stable and recurrent free cash flow.
463
00:28:09.566 --> 00:28:13.386
It's interesting to observe that this significant EBITDA rate, which is
464
00:28:13.446 --> 00:28:16.726
generated by SECAP, is the one we generally observe in
465
00:28:16.866 --> 00:28:19.866
highly capital-intensive sectors, such as the
466
00:28:20.186 --> 00:28:23.756
telecommunication operators, by the way, thirty, thirty-five, forty
467
00:28:23.866 --> 00:28:27.716
percent EBITDA rate. And this is, uh,
468
00:28:27.826 --> 00:28:31.426
an obligation for these companies, because these companies are capital
469
00:28:31.486 --> 00:28:33.766
intensive, so the assets turnover is low.
470
00:28:33.786 --> 00:28:36.805
When the assets turnover is low, the return sales must be quite
471
00:28:36.865 --> 00:28:40.266
high. The company is quite capital
472
00:28:40.306 --> 00:28:44.086
intensive because of this very substantial investment
473
00:28:44.166 --> 00:28:47.166
rate, which is about twenty percent of revenues.
474
00:28:47.186 --> 00:28:50.786
But remember that the working capital requirement is negative, so it's going to
475
00:28:50.866 --> 00:28:54.026
change a little bit the picture. Now, why do you
476
00:28:54.066 --> 00:28:57.726
invest? Because you need to build your portfolio of rental
477
00:28:57.906 --> 00:29:01.606
property, the machines which are in the offices of your
478
00:29:01.646 --> 00:29:03.786
beloved customers.
479
00:29:05.606 --> 00:29:09.526
The cash conversion cycle is a version of the working capital requirement in
480
00:29:09.586 --> 00:29:13.505
days of something. So the trade receivables are in
481
00:29:13.546 --> 00:29:17.526
days of revenues, the inventories are in days of cost of goods sold or
482
00:29:17.566 --> 00:29:21.226
whatsoever. The working capital requirement is,
483
00:29:21.406 --> 00:29:25.006
generally speaking, for an industrial firm, inventories, plus trade accounts
484
00:29:25.046 --> 00:29:27.406
receivable, minus trade accounts payable.
485
00:29:27.426 --> 00:29:31.266
But here we have a curiosity. We have to add an additional line, which is
486
00:29:31.286 --> 00:29:34.906
deferred revenue, which is definitely a resource in the
487
00:29:34.946 --> 00:29:38.726
operating cycle, so it's absolutely legitimate to introduce it in the
488
00:29:38.786 --> 00:29:42.706
working capital requirement. So the cash conversion cycle is days
489
00:29:42.826 --> 00:29:46.566
of inventories, plus receivables, minus payables, and minus deferred
490
00:29:46.606 --> 00:29:47.186
revenue.
491
00:29:48.006 --> 00:29:51.766
Here, what we observe is something which is very often the case.
492
00:29:51.786 --> 00:29:55.586
In industrial firms, generally speaking, inventories are more or
493
00:29:55.606 --> 00:29:57.755
less financed by the trade accounts payable.
494
00:29:57.806 --> 00:30:01.736
The suppliers are financing the inventories more or less, and
495
00:30:01.766 --> 00:30:04.566
the company has to finance the accounts receivable.
496
00:30:04.586 --> 00:30:08.206
But here, the accounts receivable is by far financed by the deferred
497
00:30:08.266 --> 00:30:11.586
revenue. So at the end of the day, you have
498
00:30:11.646 --> 00:30:15.206
inventories and payables, which are matching, and deferred
499
00:30:15.246 --> 00:30:18.686
revenue, which is significantly more than the trade accounts receivable.
500
00:30:18.726 --> 00:30:22.646
As a consequence, the cash conversion cycle is strongly
501
00:30:22.706 --> 00:30:25.106
negative by twenty days of
502
00:30:25.166 --> 00:30:26.836
revenues....
503
00:30:29.116 --> 00:30:32.276
Then we have this deferred revenue, which represents three months of
504
00:30:32.356 --> 00:30:35.616
sales. Basically, it's one quarter of rental
505
00:30:35.656 --> 00:30:39.396
income. Consequence, very negative working capital
506
00:30:39.476 --> 00:30:43.176
requirement. Again, when the sales are growing, the
507
00:30:43.236 --> 00:30:47.136
working capital requirement is an additional resource, and it
508
00:30:47.216 --> 00:30:49.676
contributes to the gross financing of the company.
509
00:30:49.736 --> 00:30:53.176
It pays part of the CapEx. We have a kind of
510
00:30:53.376 --> 00:30:56.536
similar situation in distribution, retail
511
00:30:56.556 --> 00:31:00.366
distribution, because you remember that the accounts receivable then is
512
00:31:00.416 --> 00:31:04.316
close to zero, and the suppliers are more than financing the
513
00:31:04.336 --> 00:31:08.256
inventories. But it's not exactly the same situation, because here
514
00:31:08.556 --> 00:31:12.276
there are some trade accounts receivables in the balance sheet, but the
515
00:31:12.316 --> 00:31:15.576
deferred revenue is immense, absolutely
516
00:31:15.636 --> 00:31:19.026
fundamental in the financing of the company.
517
00:31:21.216 --> 00:31:24.956
Then we can combine the return on sales, EBIT divided by revenues, and
518
00:31:24.996 --> 00:31:28.096
the, uh, assets turnover, revenues divided by capital
519
00:31:28.136 --> 00:31:31.596
employed, to calculate the return on capital employed, which is EBIT
520
00:31:31.636 --> 00:31:35.596
divided by capital employed. And then what we observe is
521
00:31:35.656 --> 00:31:39.276
quite interesting. Very often, when a company is
522
00:31:39.316 --> 00:31:43.196
generating a high return on sales, uh, the objective is that
523
00:31:43.256 --> 00:31:46.306
it compensates more or less a low assets turnover.
524
00:31:46.456 --> 00:31:50.376
This is a case of high return on sales, nice P&L, combining
525
00:31:50.476 --> 00:31:54.016
capital-intensive, low assets turnover.
526
00:31:54.036 --> 00:31:57.396
But here, it's not exactly the case, because there are plenty of
527
00:31:57.496 --> 00:32:01.396
non-current assets in the balance sheet of the company, but these non-current
528
00:32:01.456 --> 00:32:04.976
assets are very much financed by the working capital
529
00:32:05.076 --> 00:32:08.556
requirement. So as a consequence, it's a business which is
530
00:32:08.576 --> 00:32:12.536
profitable as far as commercial profitability is concerned, and it is a
531
00:32:12.656 --> 00:32:16.576
high assets turnover. It's not capital intensive
532
00:32:16.696 --> 00:32:20.656
because of the deferred revenues, which is, you understand, absolutely
533
00:32:20.756 --> 00:32:24.656
a key in the financial analysis of this company, not only in
534
00:32:24.696 --> 00:32:28.616
terms of ROCE, which you can observe here, which is absolutely
535
00:32:28.736 --> 00:32:32.556
mind-blowing, but it is also fundamental in the free cash flow
536
00:32:32.616 --> 00:32:36.256
calculation, in the valuation of the company, and in the financing of the
537
00:32:36.376 --> 00:32:37.956
financial holding.
538
00:32:40.256 --> 00:32:43.076
A wrap-up on the ROCE. You have a high commercial
539
00:32:43.176 --> 00:32:46.176
profitability, and you have a high assets
540
00:32:46.216 --> 00:32:50.086
productivity. CapEx, of course, but
541
00:32:50.096 --> 00:32:53.896
working capital requirement. And as a working capital requirement
542
00:32:53.936 --> 00:32:57.566
is financing the CapEx, the assets turnover is high.
543
00:32:57.596 --> 00:33:01.496
And as a consequence, if you combine a high return on sales and a high assets
544
00:33:01.536 --> 00:33:05.456
turnover, you have a very high return capital employed,
545
00:33:05.516 --> 00:33:09.396
which is, in this case, very close to one hundred percent.
546
00:33:09.476 --> 00:33:13.076
Very close to one hundred percent means that the operating income is extremely
547
00:33:13.136 --> 00:33:16.336
close to the capital employed. The operating profit
548
00:33:16.536 --> 00:33:20.396
pays, if I may say, the capital employed each and every
549
00:33:20.456 --> 00:33:23.856
year. So the profitability, economic profitability is
550
00:33:23.956 --> 00:33:26.476
absolutely huge.
551
00:33:27.716 --> 00:33:31.556
The Dupont de Nemours formula, which I introduced in the financial analysis, is the
552
00:33:31.616 --> 00:33:35.516
first version. It was initially named Return on Investment, by the
553
00:33:35.576 --> 00:33:39.536
way, and it was return on sales times assets turnover, developed by the
554
00:33:39.576 --> 00:33:42.936
financial controller of this company at the beginning of the twentieth
555
00:33:43.016 --> 00:33:46.716
century. And what was interesting is that the
556
00:33:46.756 --> 00:33:50.416
objective was to demonstrate if you have a low assets turnover, you need a
557
00:33:50.436 --> 00:33:54.216
high return on sales. But it is also interesting to make the
558
00:33:54.276 --> 00:33:57.936
link between the assets turnover and the return on equity, that's
559
00:33:57.996 --> 00:34:01.836
return on shareholders' equity, the return attributable to the shareholders on
560
00:34:01.856 --> 00:34:05.486
net income divided by equity, how much they earn, divided by how much they
561
00:34:05.516 --> 00:34:09.437
invested. And then you can start decomposing the return on
562
00:34:09.476 --> 00:34:12.926
equity. You start with the net income, and you divide by revenues.
563
00:34:12.957 --> 00:34:16.296
It's another version of the return on sales, P&L.
564
00:34:16.316 --> 00:34:18.446
Then you have revenues divided by what?
565
00:34:18.457 --> 00:34:21.857
Certainly not divided by equity, divided by capital
566
00:34:21.897 --> 00:34:25.336
employed, and then you get back to the assets turnover.
567
00:34:25.357 --> 00:34:29.296
But then you are left with the capital employed, which you divide by equity,
568
00:34:29.917 --> 00:34:33.056
and capital employed is equity plus debt.
569
00:34:33.096 --> 00:34:36.877
So equity plus debt, divided by equity is one
570
00:34:36.897 --> 00:34:38.397
plus debt divided by equity,
571
00:34:39.276 --> 00:34:41.256
and debt divided by equity is the gearing.
572
00:34:41.276 --> 00:34:44.877
So at first sight, it looks great, because the return on sales is about
573
00:34:44.917 --> 00:34:48.556
P&L, the assets turnover is about capital intensity, and one plus the
574
00:34:48.636 --> 00:34:51.296
gearing is about the financial structure of the company.
575
00:34:51.336 --> 00:34:55.236
That's quite interesting, but there's a significant drawback.
576
00:34:55.316 --> 00:34:58.396
It's, uh, the gearing has an impact on the net income.
577
00:34:58.456 --> 00:35:01.416
If you increase debt, you have more interest, you have less
578
00:35:01.496 --> 00:35:05.156
earnings, and so you understand that you cannot try to
579
00:35:05.216 --> 00:35:08.456
maximize independently these, all these
580
00:35:08.516 --> 00:35:12.376
ratios. There is a relationship and a negative relationship
581
00:35:12.396 --> 00:35:15.356
between the return on sales, as it's calculated here, and the
582
00:35:15.456 --> 00:35:19.216
gearing. This is why I prefer the first one, which is a
583
00:35:19.456 --> 00:35:23.416
little bit more simple and a little bit more useful in the
584
00:35:23.476 --> 00:35:27.356
evaluation of the financial and economic profitability of the
585
00:35:27.436 --> 00:35:28.376
company.
586
00:35:30.946 --> 00:35:34.516
Now, a few conclusions about the financial analysis of this company.
587
00:35:34.556 --> 00:35:37.836
We have observed a highly profitable company.
588
00:35:37.856 --> 00:35:41.686
The return on sales is high, the assets turnover is high, the return on
589
00:35:41.736 --> 00:35:45.586
capital is high, and the company is financially very
590
00:35:45.696 --> 00:35:48.576
sound, very conservative financial resources.
591
00:35:48.596 --> 00:35:51.616
The company is generating cash and retaining the cash.
592
00:35:51.636 --> 00:35:55.176
Though the gearing is strongly negative, cash is by far
593
00:35:55.316 --> 00:35:58.996
exceeding the debt, and the company is extremely strong.
594
00:35:59.746 --> 00:36:02.716
The good news about the rental business is that there is a kind of
595
00:36:02.836 --> 00:36:05.696
stability. Once you have negotiated the
596
00:36:05.756 --> 00:36:09.396
contract, you have a kind of medium-term visibility of your
597
00:36:09.476 --> 00:36:13.236
cash flows. So the revenues are reasonably predictable and
598
00:36:13.276 --> 00:36:17.196
stable, and the cash flow is quite stable and quite
599
00:36:17.296 --> 00:36:19.916
high because the customers are paying in advance.
600
00:36:19.926 --> 00:36:23.656
Deferred revenue, negative working capital requirement.
601
00:36:24.176 --> 00:36:26.936
Then financing growth is not a challenge.
602
00:36:26.956 --> 00:36:30.936
You make a profit. The working capital requirement is financing a
603
00:36:30.996 --> 00:36:34.616
part of the CapEx. Financing growth is not a problem.
604
00:36:34.676 --> 00:36:38.456
You don't need cash from outside. This is exactly the other way
605
00:36:38.476 --> 00:36:41.996
around. You are a cash machine with a
606
00:36:42.176 --> 00:36:45.586
nice stability and predictability of your cash flow.
607
00:36:45.676 --> 00:36:48.456
This is a perfect target for a leveraged
608
00:36:48.556 --> 00:36:50.796
buyout.
The aim of the introductory module was to give you some information about the company itself and the structure of the case.
Now, we are ready for the first step of this LBO analysis, which is a financial analysis of the target.
I propose you the following agenda.
First, we are going to read the income statement.
Before calculating any ratio, we have to read the income statement and understand the relative strengths of each and every item.
Same story for the cash flow statement, and same story also for the financial balance sheet.
We are going to read the balance sheet, assets and equity and liabilities.
We are going to transform the accounting balance sheet into a financial balance sheet, and we are going to interpret the figures.
Last but not least, we are going to calculate the return on sales, the return on capital, estimating the commercial and economic profitability of the company.
Let's first read the P&L, and as a first step, from the turnover to the operating profit, from operating revenues to operating income.
The figures which are available are full years, with details from eighty-five to eighty-eight.
Then, as far as eighty-nine is concerned, it's about estimated figures because it's the year the transaction is taking place, and we just have estimates.
We start with the operating revenues.
The operating revenues are split into two parts: revenues, sales, production, which is sold to the customers, and capitalized production.
Capitalized means that the company is spending some money to produce machines, which are going to be offered to the customers.
We don't have the split for eighty-five, eighty-six.
We have the split for eighty-seven and eighty-eight.
What do we observe? We observe that the company is growing.
The business looks a little bit mature at first sight, but the growth rates are ten percent and ten percent and eighteen percent and ten percent.
So the first observation we can make is that the company is growing in terms of sales.
It's a commercial success.
Once we have the operating revenues, we deduct the operating expenses, and then we make the split between cash operating expenses and non-cash items.
Non-cash items is depreciation and amortization.
Cost of sales.
In the cost of sales, you don't have any depreciation and amortization, so it's about, uh, equipment, supplies, and so on and so forth.
Wages and salaries, labor-related expenses, operating taxes, different from the income tax, of course, some provisions, some other operating expenses, and cash operating revenues minus cash operating expenses is a cash operating profit, well-known EBITDA.
EBITDA is extremely important in the valuation of the company because it's a pillar of the calculation of the free cash flow to the firm.
Now, EBITDA is before interest and taxes and depreciation and amortization.
Then you depreciate in order to get the operating income, the EBIT, which is going to be very important in the calculation of the return on sales and on the return on capital.
Let's make a first wrap-up about the observation and the reading of the P&L.
The revenues are up.
The CAGR is the average twelve percent per annum, which is quite significant, but this is in nominal terms.
It's not in real terms.
In order to understand really the evolution of the company in real terms, we have to deduct inflation.
And what's very interesting to observe is that the average inflation of the period is three percent.
So when revenues on the average are up by twelve and inflation is three, it means that the real increase in the revenues is nine percent per annum, which is really a tremendous commercial success.
Now, in nominal terms, the revenues are up by fifty-seven percent, the EBITDA is up by eighty-eight percent, and the EBIT by one hundred and twenty-six percent.
So as a consequence of growth, probably the company is generating extremely interesting economies of scale, and the growth in the revenue is boosting the growth in the profit.
So it's a commercial success, and it's very profitable as far as the commercial profitability is concerned.
Let's now have a look at the second part of the P&L.
From operating profit, from EBITDA to net income to the bottom line.
You remember that the EBITDA is positive and is growing from sixty-nine to one hundred and thirty.
Depreciation and amortization is consuming a significant part of the EBITDA.
EBITDA is before depreciation, so before investment, because at the end of the day, depreciation and amortization is a consequence of capital expenditures on industrial investment.
And the figure, DA, is consuming about half of the EBITDA, which is quite significant.
Now, the operating income from thirty-one to seventy, more than doubling, and the EBIT is before interest and taxes.
Then we have to deduct the interest, and we have to deduct the taxes.
The financial result is almost zero during three years and then positive, which means that the company has more cash than financial debt and is receiving more financial income than it pays financial expenses, which is very important in the financing structure of the company.
Exceptional items is really exceptional.
Sometimes it's negative, sometimes it's positive, but it's a very negligible figure.
Profit before income tax, and then we pay the taxes, which is a percentage of the profit before income tax.
The net income is a bottom line, and the bottom line is also nicely growing from fourteen to forty-two....
So on wrap up about the P&L.
It's really a commercial success, but it's really a financial success.
We have slightly positive financial results, which is the consequence of cash, which is exceeding the financial debt.
The exceptional items on the average is very close to zero, and the net income is multiplied by three.
So we have an increase in, uh, revenues, and this increase is boosted if you transform that into increase in EBITDA, then EBIT, then net income.
So definitely, the P&L looks absolutely great for this company.
We have observed that the net income is positive and the net income is growing, but net income is not cash for a number of reasons.
The first reason is, in the calculation of the net income, we deduct a cost, which is a non-cash item, depreciation and amortization.
So if we want to understand how you transform the net income into change in a cash position, you first have to add depreciation and amortization.
So net income plus depreciation and amortization is minus depreciation, plus depreciation, you offset.
And at the end of the day, you get something which is gross cash flow, but which is more or less EBITDA, minus interest, minus taxes.
That's quite interesting, but that's not yet cash, because you have to take into account the transformation from the potential cash into actual cash.
And this is done by deducting the change in a working capital requirement, which is going to be a very important item in this case.
Then you get real cash from business operations, which is namely operating cash flow.
Then you can finance your capital expenditures.
Net of divestment, you get the free cash flow, and then you have to take into account the financial strategy in order to get to the bottom line of the cash flow statement, the change in cash position.
Let's observe what happens in this company.
First, net income is up, no change.
Then we add depreciation and amortization, which is growing because the company is growing and investing more.
The gross cash flow moves from sixty-three to one hundred and two.
But what is very interesting to observe is that the minus change in working capital requirement is, except in eighty-seven, positive.
So the change in the working capital requirement is a resource, and then the working capital requirement in absolute terms, is growing as a consequence of growth in the revenues, but it is a negative figure.
This is why the absolute increase is transforming to a resource and not into a use of funds.
Then the operating cash flow is more than the gross cash flow.
It's by far paying the capital expenditures.
CapEx is more than depreciation, because depreciation is the CapEx of yesterday, and CapEx is more today because the company is growing, and then the free cash flow of the company is nice, beautiful, positive, and growing.
Then you have a negligible change in long-term debt, negligible other items.
And what do you observe? There is no equity issue because you don't need equity, but there is no dividend payment.
This is why this free cash flow is almost entirely transformed into a change in a cash position, which is absolutely fundamental to understand the rationality of this LBO.
A wrap up on the cash flow statement.
From net income to change in cash position.
Net income is up.
Depreciation is up because the company is growing and because it's investing more.
But what is extremely interesting is that the changes in the working capital requirement are not a consumption of cash, it's a resource, and that's a consequence of a negative working capital requirement in a growing environment.
The investments are relatively stable.
You are simply building up the portfolio of the machinery, the machines you are going to lease to your customers.
But the gross cash flow is transforming to operating cash flow, and by far it pays for the capital expenditures.
And as the company is paying absolutely no dividend to its shareholders, there's a significant and stable cash generation, which is absolutely fundamental when you consider a leveraged buyout.
Now, let's have a look at the balance sheet, which is absolutely fundamental in the structuration of the case.
First, we are going to do exactly the same with the balance sheet as what we did with the P&L and the cash flow statement.
We are going to read both sides of the balance sheet, the assets on one side and the equity and liabilities on the other side.
But then we are going to transform the accounting balance sheet into a financial balance sheet, and there will be some adjustments leading to concepts like capital employed and net financial resources.
Capital employed is absolutely fundamental to calculate the return on capital employed, the economic performance of the company.
There is another set of concepts which are quite important.
The working capital, to which extent your permanent resources are financing these long-term assets.
Then working capital and working capital requirement are combined in order to get the net cash position, and we are going to do some interpretation of these transformations.
Let's start with the asset side of the balance sheet.
You remember that the balance sheet is split into two categories of assets: the long-term assets, the non-current assets, and the short-term, the current assets.
As far as non-current assets are concerned, there are two lines here: property, plant, and equipment, tangible assets, net of accumulated depreciation, which is definitely the dominant item in the non-current assets.
Non-current financial asset is a little bit growing, but quite negligible.
The big chunk of money is invested in, in tangible assets, which is basically the machines which are offered to the customers....
Then as far as current assets are concerned, the inventories are growing simply because production is growing.
Trade accounts receivable are growing because the sales are growing.
Other current assets about prepared expenses, and they are also growing with the activity.
But what is extremely interesting to observe in the current assets is the accumulation of cash.
The company is generating a lot of cash, is transforming this cash, thanks to the negative working capital requirement, is generating much more cash than what it needs for capital expenditures, and pays no dividend.
Then, as a consequence, the cash which is generated by the company is accumulated in the bank account of the company.
If you look at the asset side of the balance sheet, you have two main items: property, plant, and equipment, and cash.
Quick wrap-up on the asset side of the balance sheet.
Property, plant, and equipment, tangible fixed assets, net of accumulated depreciation, is simply the fleet of the leased machines, machinery.
Then we have the net income, the profit, which is growing, and is growing with, uh, depreciation, which is increasing as a consequence of CapEx, which are increasing.
So the cash flow is nicely increasing, and there's no dividend which is paid.
So as a consequence, the company is generating a lot of earnings.
All these earnings are reinvested.
The consequence is accumulation of cash.
Then there is a substantial cash reserve in the company, and you can question: Why do you keep this cash? The answer is not given in the case, but what we know is that this cash will have a huge impact on the valuation of the company, on the valuation process, and on the financing of the holding.
Interestingly, when you read the equity and liability side of the balance sheet, you get to the same conclusion.
There are two main items.
The first one is shareholders' equity.
Shareholders' equity is made of capital plus additional paid-in capital.
Stable, no equity issue.
Plus, retained earnings are-- that's growing because the company is generating profits, more and more profits, and reinvests one hundred percent of its profit because it does not pay any dividend.
Non-current provisions about provisions for risks and charges will be linked to the business operations, so it's a little bit up, but not that big.
Long-term debt is negligible and stable, and all these make the permanent resources, resources for which the maturity is more than one year.
And you understand that it's predominantly about shareholders' equity, one hundred and seventy-one out of two hundred and four.
Then you have the current liabilities, trade accounts payable, consequence of purchases, supplies, other current liabilities, what is due to, et cetera.
But what is very important is the deferred revenue figure.
Deferred revenue means that the customers are paying before actually using the service.
So you receive the cash before they start.
They pay the rent for the machine before they use the machine.
Then you are going to progressively transform this deferred revenue, which is cash, into actual revenue in the P&L.
But first, it's deferred revenue, and definitely it's cash.
And if you remember that there are one hundred and ten million of cash on the asset side of the balance sheet, you understand that it comes from the deferred revenue.
Then you make the sum of permanent resources and current liabilities, and you get total equity and liabilities, which obviously matches with the total asset side of the balance sheet.
The consequence of this reading of equity and liabilities is you observe that equity is increasing, but it's increasing with a net income, which is fully reinvested, because no dividend, again and again, is paid to the shareholders.
Deferred revenue is a rent which is paid in advance by the customers, and it matches...
It generates a cash, which shows on the asset side of the balance sheet.
This is absolutely great because you receive the cash before revenue and before profits and revenues are recognized in the P&L.
Now, we need to make some adjustments in order to transform the accounting balance sheet into a financial balance sheet and introduce interesting concepts as a working capital.
So after that, we are going to be able to run the financial analysis of the company, understand its financial strategy, and try to identify the level of liquidity risk of the company, which is definitely the objective of the working capital.
The first concept which we use in finance is capital employed.
Capital employed is also named invested capital, and it's a kind of net operating assets, operating assets net of operating liabilities.
So basically, you take the uh, asset side of the balance sheet, you exclude cash, which is not an operating asset, it's a financial asset, and you deduct from that all the operating liabilities, be they current or non-current.
So it's net operating assets and capital employed.
In front of that, you have the net financial resources.
Operating means business operations.
Financial means capital markets related.
In the net financial resources, obviously, you have the shareholders' equity, but you also have the financial debt.
But the financial debt net of cash, because you can repay your financial liabilities with the cash which is in the bank account.
And mechanically, technically, the capital employed, net operating assets, are absolutely matching with the net financial resources.
You just take the balance sheet, and you move items from one side to the other.
Then capital employed is non-current fixed assets, plus the working capital requirement, which is made of operating assets, current operating assets, minus the current operating liabilities.
What about the non-current operating liabilities?...
is not directly related with the operating cycle working capital requirement, then the long-term operating liabilities deserve a separate line in the calculation of the capital employed.
Net financial resources is equity plus net financial debt.
Net financial debt is long-term plus short-term financial debt, net of cash.
And again, capital employed equals net financial resources.
Working capital is an extremely interesting concept as far as liquidity is concerned.
Uh, the heart of the company is its non-current assets.
It's the ability of the company to transform raw materials into finished goods and create value for the customers.
So you have to protect the non-current assets because they're absolutely not liquid assets.
So they should not be financed with short-term financial and operating resources.
Then they should be financed by long-term permanent capital, which is made of shareholders' equity and long-term liabilities, operating liabilities, and financial debt.
The net between permanent capital and non-current asset is named working capital, and it should be positive.
Otherwise, it means that you're financing your manufacturing footprint with bank overdraft, which is absolutely dramatic.
Now, technically, you calculate the working capital and you deduct the working capital requirement.
You get cash minus short-term financial debt, which is named the net cash or the net cash position of the company.
Then we are going to make all these calculations and observe, interpret what it means for SECAP.
Here you can see the capital employed, which is matching with the net financial resources, which is no surprise, just mechanical stuff.
But it's very interesting to observe that non-current assets are up as a consequence of growth, capitalization, property, plant, and equipment.
But the working capital requirement is negative.
So when you add the working capital requirement, you add a negative figure.
So the working capital requirement is financing a significant chunk of the non-current assets.
Minus non-current liabilities, non-current provisions, you get to the capital employed.
And shareholders' equity, you remember, is a very high figure and it's financing the company.
But it's more than financing the company, it's financing the cash, if I may say, because the net financial debt is strongly negative.
You remember that the long-term debt is negligible, and you remember that the cash position is absolutely fantastic.
So the net financial debt is negative.
The company is a negative leverage, negative gearing company.
Some comments about capital employed and net financial resources.
Again, the working capital requirement is negative and is significantly negative, and the consequence is that financial debt is significantly negative.
But you could have a positive net financial debt with a negative working capital requirement.
For example, if the company was paying a dividend or buying back its shares.
Now, the financial strategy of the company is extremely conservative.
The company definitely has the capacity to return to shareholders, again, through dividends and share buybacks.
But for any reason, the company has decided to retain the cash in the bank account of the company and not distribute.
This is going to be, of course, a key part in the financial structure of the leverage buyout.
You remember what I just said.
The working capital should be positive, because then it means that the permanent resources are entirely financing the heart of the company, its non-current assets.
Well, it was a little bit negative in eighty-five and eighty-six, but no big issue.
Why? Because the working capital requirement being so strongly negative, the net cash position is already quite positive.
Then, if you look at the working capital, it's turning positive in eighty-seven and it's expanding in eighty-eight and eighty-nine.
The working capital requirement is growing in absolute term, but it's negative, so it's more and more contributing to the financing.
And at the end of the day, the net cash position of the company is plus, plus, plus one hundred and ten.
Cash is one hundred and ten.
There's no bank overdraft, no current financial liability.
So at the end of the day, the liquidity of the company is extremely strong.
When you observe a company whose working capital is positive, you understand that there is absolutely no short-term liquidity risk.
When you observe that the company has a negative working capital requirement, you understand that any evolution in the working capital requirement is going to be an additional source of cash.
And this is why static point of view, the company has a substantial net cash position.
And then the question is: How do you return the cash to the shareholders? Returning the cash to the shareholder will be the rationality of the financial holding, which is going to buy SECAP eventually.
Now, we are ready to run the financial analysis of the company and identify the economic and commercial return generated by SECAP.
I'm going to first introduce you the ratios which I selected to make the financial analysis, and we are going to have a discussion on the DuPont Numau formula.
In fact, the DuPont Numau formulas, because there are two formulas.
The one which I prefer is a simpler one, and I will tell you why....
But you remember that when you calculate the ROCE of a company, you calculate the return, which is generated by the business operations.
But in order to understand the economic profit of the company, you have to control the return capital and the cost of capital, the weighted average cost of capital.
This part of the financial analysis is going to be described in the next module, which is about the financial forecast and the valuation of the company.
Because in the valuation, I will have to calculate the cost of capital to discount the cash flows.
The first ratios I'm going to use in the financial analysis are the ones which are related with the commercial profitability, the return on sales.
So the denominator is about revenues, operating revenues, sales, and the numerator is about how much profit you make.
You can calculate, uh, gross margin, you can calculate EBITDA and EBIT.
This is these last two, which I selected.
You can also do some deep dive, calculating cost per revenues, for example, labor-related expenses or R&D expenses for other companies.
But here I'm limiting to the EBITDA, which is absolutely fundamental in this case, because it's a source of free cash flow for the valuation, and EBIT, because EBIT is a return on sales, which we use in the DuPont formula.
In order to calculate the return capital, you have to combine the commercial profitability with the assets productivity, which is namely assets turnover.
Asset turnover is revenues divided by non-current assets and working capital requirements.
So we are going to have a look at the CapEx, the investment as a percentage to revenues, and we are going to get back to the working capital and working capital requirement.
As a consequence, we are going to calculate the ROCE as return on sales times assets turnover, which is the first and initial version of the DuPont and the Moore formula.
There's a second one, which is more sophisticated and, in my opinion, less useful.
No need to calculate some financial structure ratios, because as a debt is negative, the gearing is negative, the leverage is negative, and calculating how many years of EBITDA you should need in order to repair debt which does not exist is nonsense.
So I'm going to limit to all these ratios which I just described.
It's very interesting to observe the evolution of the return on sales generated by SECAP.
The green line is about EBIT, and EBIT is up year after year, with a kind of stabilization in eighty-nine versus eighty-eight.
EBITDA is roughly the same.
The difference between EBITDA and EBIT is depreciation amortization, which again, is a consequence of capital expenditures.
It was up during the first three years, and then it's kind of plateauing.
The EBITDA is at its maximum in eighty-eight and slightly declining in eighty-nine.
That's not very big in terms of decline, but that might be a concern for the future.
But what is interesting is to observe the capital expenditures.
CapEx is not down, but CapEx as a percentage to revenues is down.
Why? Because even though the company is increasing, is growing its fleet of machines, it's not growing at the same rate as the revenues.
And so as a consequence, what is happening is that, uh, the capital expenditures, which were consuming twenty-five percent of the revenues, are now consuming only twenty percent.
Now, if the EBITDA is roughly thirty-four, thirty-five percent and CapEx is twenty, you understand that the free cash flow, which is predominantly made of EBITDA minus CapEx, is strongly positive.
And it is even more positive because the working capital requirement itself is negative.
So there is no problem to generate a high and absolutely stable and recurrent free cash flow.
It's interesting to observe that this significant EBITDA rate, which is generated by SECAP, is the one we generally observe in highly capital-intensive sectors, such as the telecommunication operators, by the way, thirty, thirty-five, forty percent EBITDA rate.
And this is, uh, an obligation for these companies, because these companies are capital intensive, so the assets turnover is low.
When the assets turnover is low, the return sales must be quite high.
The company is quite capital intensive because of this very substantial investment rate, which is about twenty percent of revenues.
But remember that the working capital requirement is negative, so it's going to change a little bit the picture.
Now, why do you invest? Because you need to build your portfolio of rental property, the machines which are in the offices of your beloved customers.
The cash conversion cycle is a version of the working capital requirement in days of something.
So the trade receivables are in days of revenues, the inventories are in days of cost of goods sold or whatsoever.
The working capital requirement is, generally speaking, for an industrial firm, inventories, plus trade accounts receivable, minus trade accounts payable.
But here we have a curiosity.
We have to add an additional line, which is deferred revenue, which is definitely a resource in the operating cycle, so it's absolutely legitimate to introduce it in the working capital requirement.
So the cash conversion cycle is days of inventories, plus receivables, minus payables, and minus deferred revenue.
Here, what we observe is something which is very often the case.
In industrial firms, generally speaking, inventories are more or less financed by the trade accounts payable.
The suppliers are financing the inventories more or less, and the company has to finance the accounts receivable.
But here, the accounts receivable is by far financed by the deferred revenue.
So at the end of the day, you have inventories and payables, which are matching, and deferred revenue, which is significantly more than the trade accounts receivable.
As a consequence, the cash conversion cycle is strongly negative by twenty days of revenues....
Then we have this deferred revenue, which represents three months of sales.
Basically, it's one quarter of rental income.
Consequence, very negative working capital requirement.
Again, when the sales are growing, the working capital requirement is an additional resource, and it contributes to the gross financing of the company.
It pays part of the CapEx.
We have a kind of similar situation in distribution, retail distribution, because you remember that the accounts receivable then is close to zero, and the suppliers are more than financing the inventories.
But it's not exactly the same situation, because here there are some trade accounts receivables in the balance sheet, but the deferred revenue is immense, absolutely fundamental in the financing of the company.
Then we can combine the return on sales, EBIT divided by revenues, and the, uh, assets turnover, revenues divided by capital employed, to calculate the return on capital employed, which is EBIT divided by capital employed.
And then what we observe is quite interesting.
Very often, when a company is generating a high return on sales, uh, the objective is that it compensates more or less a low assets turnover.
This is a case of high return on sales, nice P&L, combining capital-intensive, low assets turnover.
But here, it's not exactly the case, because there are plenty of non-current assets in the balance sheet of the company, but these non-current assets are very much financed by the working capital requirement.
So as a consequence, it's a business which is profitable as far as commercial profitability is concerned, and it is a high assets turnover.
It's not capital intensive because of the deferred revenues, which is, you understand, absolutely a key in the financial analysis of this company, not only in terms of ROCE, which you can observe here, which is absolutely mind-blowing, but it is also fundamental in the free cash flow calculation, in the valuation of the company, and in the financing of the financial holding.
A wrap-up on the ROCE.
You have a high commercial profitability, and you have a high assets productivity.
CapEx, of course, but working capital requirement.
And as a working capital requirement is financing the CapEx, the assets turnover is high.
And as a consequence, if you combine a high return on sales and a high assets turnover, you have a very high return capital employed, which is, in this case, very close to one hundred percent.
Very close to one hundred percent means that the operating income is extremely close to the capital employed.
The operating profit pays, if I may say, the capital employed each and every year.
So the profitability, economic profitability is absolutely huge.
The Dupont de Nemours formula, which I introduced in the financial analysis, is the first version.
It was initially named Return on Investment, by the way, and it was return on sales times assets turnover, developed by the financial controller of this company at the beginning of the twentieth century.
And what was interesting is that the objective was to demonstrate if you have a low assets turnover, you need a high return on sales.
But it is also interesting to make the link between the assets turnover and the return on equity, that's return on shareholders' equity, the return attributable to the shareholders on net income divided by equity, how much they earn, divided by how much they invested.
And then you can start decomposing the return on equity.
You start with the net income, and you divide by revenues.
It's another version of the return on sales, P&L.
Then you have revenues divided by what? Certainly not divided by equity, divided by capital employed, and then you get back to the assets turnover.
But then you are left with the capital employed, which you divide by equity, and capital employed is equity plus debt.
So equity plus debt, divided by equity is one plus debt divided by equity, and debt divided by equity is the gearing.
So at first sight, it looks great, because the return on sales is about P&L, the assets turnover is about capital intensity, and one plus the gearing is about the financial structure of the company.
That's quite interesting, but there's a significant drawback.
It's, uh, the gearing has an impact on the net income.
If you increase debt, you have more interest, you have less earnings, and so you understand that you cannot try to maximize independently these, all these ratios.
There is a relationship and a negative relationship between the return on sales, as it's calculated here, and the gearing.
This is why I prefer the first one, which is a little bit more simple and a little bit more useful in the evaluation of the financial and economic profitability of the company.
Now, a few conclusions about the financial analysis of this company.
We have observed a highly profitable company.
The return on sales is high, the assets turnover is high, the return on capital is high, and the company is financially very sound, very conservative financial resources.
The company is generating cash and retaining the cash.
Though the gearing is strongly negative, cash is by far exceeding the debt, and the company is extremely strong.
The good news about the rental business is that there is a kind of stability.
Once you have negotiated the contract, you have a kind of medium-term visibility of your cash flows.
So the revenues are reasonably predictable and stable, and the cash flow is quite stable and quite high because the customers are paying in advance.
Deferred revenue, negative working capital requirement.
Then financing growth is not a challenge.
You make a profit.
The working capital requirement is financing a part of the CapEx.
Financing growth is not a problem.
You don't need cash from outside.
This is exactly the other way around.
You are a cash machine with a nice stability and predictability of your cash flow.
This is a perfect target for a leveraged buyout.