Chapter 4: Anatomy of a Practitioner’s Analysis

Overview of Financial Statements

Financial statements are the lifeblood of all corporate financial analysis. Historical financials are analyzed to understand the history, growth and earnings performance of the company. By looking at a company’s historical performance via financial statements, certain operating ratios can be identified that help give an indication of where the company is headed. These include things such as inventory turnover as well as revenue growth trends. Once trends are identified they can be used to help form reasonable assumptions for projecting future performance in the form of pro forma financials.

“By looking at a company’s historical performance via financial statements, certain operating ratios can be identified that help give an indication of where the company is headed.”

Pro forma financial statements are used to make a reasonable approximation of where financial analysts think a company may be headed. Typically, this includes some assumptions about the rate at which revenue will grow in the future as well as any expected changes in the company’s expenses. Particularly in the case of leveraged buyouts, analysis is focused on projecting out changes in the company’s capital structure, namely an increased amount of debt, and the financial cost that are associated with it. Pro forma financial statements are a combination of historical trends and reasonable assumptions about how a company will perform in the future. Assumptions should be grounded in reasonable logic and be able to stand up against scrutiny.

Ultimately, the balance sheet, income statement, and cash flow statement work together to explain the performance of a company. None of the statements is independent of the others and they must be understood individually in order to comprehend financial performance as a whole. Once the purpose and meaning of each financial statement is understood, a meaningful analysis can be assembled.

Balance sheet

The balance sheet captures the assets of the company, which includes cash and cash that should be on its way (receivables) as well as assets that should be used to generate revenue for the company. This includes things like equipment, patents, land, etc.

“Ultimately, the balance sheet, income statement, and cash flow statement work together to explain the performance of a company. None of the statements is independent of the others.”

The other side of the balance sheet is made up of liabilities and shareholders’ equity. You can think about this as the way the company funds itself.

In the case of a leveraged buyout, the right side of a balance sheet would typically see a large shift in the amount of debt relative to equity. The assets of the company would not necessarily change immediately after a leveraged buyout, as the transaction is primarily a matter of the company’s capital structure. The cash that the company generates via its business activities in the future can be used to pay down debt and increase shareholders’ equity through retained earnings.

Income statement

The income statement reflects the earnings of the company over a period of time. What’s just as important is the fact that even though the income statement is a reflection of the company’s ability to generate earnings over time, it includes both cash and non-cash expenses, such as depreciation and amortization, and for this reason the total net income for the period is almost never the amount of money actually generated or realized by a company over that time period. For that you would have to look at the cash flow statement. However, the income statement is a critical tool for evaluating the earnings performance of a company by taking into consideration the revenue and all cash and non-cash expenses associated with running the company. Last but not least, Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) is derived from the income statement and is widely used in valuation and comparable companies analysis when trying to triangulate corporate valuation.

Cash flow statement

The cash flow statement reflects the actual amount of cash that comes in and goes out of a company. The cash flow statement is generally broken up into three sections: cash flow derived from the company’s operations, cash flow from investments the company makes, and cash flow from any financing in the form of, for example, debt (inflow) or share issuance (inflow) / repurchases (outflow). Any loans/debt the company takes on appears as a cash inflow in the financing section of the cash flow statement. With leveraged buyouts, we are particularly concerned with the cash flow available to pay down debt, as an investor will want to know (among other things) to what degree the company can pay down money borrowed to purchase it.

“With leveraged buyouts, we are particularly concerned with the cash flow available to pay down debt.”

Debt sweep

Speaking of paying down debt … While not one of the financial statements, a debt sweep is used alongside the financial statements to project or track the paydown of debt with excess cash, which reduces the debt balance on the balance sheet and also affects the amount of interest expense due each period, depending on the amount of debt paid down. The debt sweep is an integral part of every leveraged buyout analysis and intertwines into every aspect of the financial statements. There is often a pre-payment fee for the early paydown of senior debt. This is frequently a 1–1.5% charge on the principal amount that is being paid down early.

Application of Financial Statements

Financial analysis, at a high level, can be broken down into two phases – 1) historical and 2) forecasted. The historical portion of leveraged buyout analysis is focused on extracting current and historical annual (or quarterly) data from the financial statements of the company. This information can be found in the annual or quarterly reports of the company. In the US, these financial reports are filed with the Securities and Exchange Commission and are referred to as the 10-K and 10-Q, respectively.

Before bringing the historical financial information into your analysis, you will want to make sure that your spreadsheet is set up in a layout that is conducive to your analysis. In other words, set up your analysis with a layout that you are comfortable with and that you feel is easiest to highlight the material points of your analysis. In practice, this could take the form of consolidating line items for the company’s different types of inventory and having one line item, ‘Inventory’. You would do this because having several different line items for various types of inventory does not do anything other than clutter your analysis. Ultimately, your analysis should be set up in such a way that it makes it easier to formulate and present your analysis, whether it takes the form of rearranging the order of data presented in a financial statement or consolidating line items of data.

Once your leveraged buyout analysis layout is in place, it is time to bring in the historical financial information of the company. For the purposes of easy delineation between formulas and direct entry numbers, including assumptions, in the spreadsheet, be sure to distinguish direct number entries in your spreadsheet with a unique color, typically blue. This will help later in your analysis when you wish to change an assumption or edit a cell with a formula in it.

Income statement

The income statement leads off our LBO analysis. From the income statement we look at the historical revenue and cost figures of the company to identify trends and form assumptions about the annual growth rate for revenue as well as the cost structure of the company. The assumptions that are formed based on analyzing the historical income statement will be used to forecast projected revenue production and operating costs in the future. Cost assumptions made as a percentage of revenue will directly translate into projected operating margins for the company. These items along with taxes will have a major influence on the projected growth and profitability of the company in our analysis. Revenue growth and all cash expenses will also affect the company’s ability to generate cash to meet interest payments and pay down outstanding debt.

“Ideally, a company will have strong and stable revenues (which will lead to strong, steady cash flow). Opportunities for cost reductions within its operations are also prized.”

The growth and value of any company begins with revenue. If revenue begins to decrease, a company has little choice but to look for areas to cut costs. However, costs can only be reduced to a certain point. For this reason, analysts will pay close attention to the revenue of any potential buyout target. Ideally, a company will have strong and stable revenues (which will lead to strong, steady cash flow). Additionally, it is also looked on favorably when a potential buyout company has opportunities for cost reductions within its operations. Investors and business managers see this as a proven way to increase the profitability of a company that can later turn into handsome returns for investors upon the sale of the company.

Balance sheet

If the income statement speaks to the fuel of the company’s growth (i.e. revenue and earnings), the balance sheet provides all gauges that report on the health of the engine. Any reported balance sheet is only a snapshot of a company’s financial condition. So by looking at the balance sheet we know what the current financial condition of that company is at that point in time. Typically, major line items to take note of on the lefthand side of the balance sheet would be cash and other current assets, particularly any revenue-generating assets. On the righthand side or the liabilities side of the balance sheet we would be want to take note of current liabilities and all other interest-bearing liabilities, as well as shareholders’ equity.

The righthand, or liability, side of the balance sheet is particularly important in a leveraged buyout, because the analyst needs to assess potential capital structures and make a determination as to whether the target company can withstand the financial pressures that go along with a leveraged buyout. The interest expense that accompanies the debt is calculated from the beginning debt balance of each period and appears in the income statement as interest expense. In times of profitability excess cash is used to pay down the outstanding principal on the debt. This in turn works to reduce the interest expense due each following period.

In short, the balance sheet records the levels of debt the company keeps on its books, which translates into the interest expense that embodies the financial burden of a leveraged buyout.

Cash flow statement

There is an expression, ‘numbers don’t lie’. That expression loses some validity to a normal person off the street when you show them an income statement filled with what are known as non-cash charges or value assets on a balance sheet at $1 million when the most you could expect to sell the asset for in the open market is somewhere near $0.

“In the case of the cash flow statement, the numbers don’t lie – or at least they shouldn’t.”

(Note: The practice of reflecting assets on the balance sheet at prices that represent what the assets could be sold for on the open market is referred to as marking to market.)

Fortunately, in the case of the cash flow statement, the numbers don’t lie – or at least they shouldn’t lie. The cash flow statement is used to determine the actual amount of cash that came into or flowed out of the company. It should strip out any non-cash expenses such as depreciation and amortization and include things like cash spent on capital expenditures or changes in net working capital. This way it will provide a genuine reflection of any increase or decrease in cash.

The cash flow statement is extremely important in the case of a leveraged buyout analysis because it is cash that is used to make interest payments and pay down principal on existing debt. Cash flow from the company’s operations, as described above, is forecasted out along with the other financial statements to determine the amount of cash flow available each period to pay down debt. The cash flow and ability of the company to pay down debt is at the heart of the leveraged buyout analysis and cannot be overemphasized.

Debt sweep

“The debt sweep is the epicenter of all reduction or raising of debt on the balance sheet.”

The debt sweep is used in conjunction with the cash flow statement to determine and project the amount of leverage the company retains on its balance sheet in the future. As we pointed out for the cash flow statement, cash available to pay down existing debt is calculated based on net income after adding back non-cash charges and adjusting for considerations such as capital expenditures and changes in net working capital. The resulting number is used within the debt sweep to determine to what degree existing leverage can be paid down or in the case of a negative result, the additional cash the company must borrow to fund its operations.

The debt sweep is where all calculations regarding changes in leverage occur. It is the epicenter of all reduction or raising of debt on the company’s balance sheet and is inseparable from the cash flow statement. The resulting calculations in the debt sweep will have a direct impact on the interest expense of the following period. The more cash generated, the more debt can be paid down. The more debt can be paid down, the lower the interest expense that will be charged at the end of the period. The debt sweep captures the movement of debt on the balance sheet and plays a critical role in calculating the levels of debt on which interest may be charged for upcoming periods.

Ratio analysis

Ratio analysis is used to measure the performance and financial health of a company at a given point in time. Often times, ratios are used to compare one company against several comparable companies to get a sense of how a company is performing relative to its peers. Common areas for analysis via ratios include profitability (return on assets, and return on equity), capital structure and leverage (debt to equity), and credit (EBITDA to interest expense or EBIT to interest expense).

Ratios should be used and analyzed within in the context of the financial statements and other ratios. On a standalone basis, one ratio seldom provides a significant amount of insight on a particular company. However, when viewed within the context of a company’s financial statements and performance in terms of absolute dollars (or pounds, or euros), ratios can provide meaningful insight into the workings and performance of a company, particularly when comparing across firms with varying scales of operation.

LBO Analysis

Goals of LBO analysis

When putting an LBO analysis together, the first question that should be asked is – What am I trying to accomplish with this analysis?

The simple answer is that the goal of the analysis is to forecast the returns of the investment. However, there are several other aspects of the potential transaction that an investor will be interested in knowing about before making the decision to invest. In general, a potential investor will want to know more about the path that is being taken on the way to the projected return on investment.

Cash in hand

For instance, as part of the analysis one of the goals should be to identify how much debt can be regularly paid down based on the pro forma operational cash flow of the company. This information will be very important to any potential investor. Firstly, accelerated debt repayment means decreased interest expense. Secondly, and perhaps more importantly, it also means that the company will have some financing options in the event the market takes a turn for the worse. For example, if the company has paid down a large portion of its debt and needs additional financing for whatever reason, it will be able to receive additional financing using the company’s assets as collateral – just as was done with the original leveraged buyout of the firm. This option would not be available to the company if all if its assets were already being used as collateral on outstanding debt. For this reason, understanding a company’s ability and timeliness to pay down debt also gives an indication of future financing flexibility.

In the event a company is struggling to make ends meet and has exhausted all its options as far as debt financing is concerned, one of the options the company is left with is issuing additional equity. Whether or not the company can find an interested equity investor is a different story; it will be completely dependent on the individual circumstances of the situation. However, what is consistent across all new equity issuances is that investors see their ownership stake in a company get diluted with the sale of new equity, which is why in many cases the issuance of new equity is the measure of last resort.

“Investors like to use LBO analysis to see whether a predictably strong, steady pay down of leverage is possible from the earliest years.”

For that reason, investors like to use the LBO analysis to see whether a predictably strong, steady pay down of leverage is possible from the earliest years of an investment. A strong and steady paydown of debt will give the owners of the company both options in bad times and lower their interest expense in the future. These items are central in the consideration of a leveraged buyout. Debt levels and the ability to paydown debt should be clearly highlighted in an LBO analysis. A complete analysis should provide an indication of the target company’s ability to pay down excess leverage under assumed scenarios.

Feeling sensitive

Another goal of any good LBO analysis should be to address the various scenarios that can affect investor returns. Indeed, every financial analysis begins with a base of assumptions and results in outcomes that project how a company will perform if things turn out as planned. However, things rarely turn out as planned. This simple truth can be acknowledged in your analysis by using scenarios.

One commonly used method of analyzing outcomes under different scenarios is called sensitivity analysis. Generally, sensitivity analysis uses the table function in MS Excel to calculate various outcomes that occur within a range of differing assumption inputs. As you will see in our example analysis, we use the table function to create a sensitivity analysis for the Year 5 IRR (internal rate of return) under differing Exit EBITDA multiples as well as differing levels of initial equity investment. By doing this, an analysis can cover a broad range of possibilities and provide valuable insight to investors as they contemplate a potential investment.

While the primary goal of a leveraged buyout analysis is to forecast the returns of the potential investment, there are several pieces of information that are important to examine and understand. Given the highly leveraged nature of the transaction and the risks that are associated with it, it is important to pay heightened attention to the debt levels of the company. You will also want to be sure to account for any potential variation in the assumptions built into your analysis. This will provide a greater insight into how an investment’s returns can be affected by changes in the given variables. It is important to highlight these points in your analysis as they examine significant risks taken on by any investor.

Steps in Creating an LBO Analysis

1. Determine the sources and uses of funds for the transaction

In the very beginning we need to determine how much the leveraged buyout is going to cost and how it is going to get paid for.

In order to determine how much a transaction is going to cost, our starting point is the company’s current stock price. On top of a current stock price a premium is often added to sweeten the deal and convince the current shareholders to sell. The result is the offered acquisition price. Multiply the offered price by the number of shares outstanding and you have the total cost of the acquired equity. On top of the cost of the acquired equity there will be transaction costs for bankers, lawyers and the like that will require payment as well. Finally, any existing net debt, which is made up of interest-bearing debt less cash on the balance sheet, will often times be refinanced and hence require cash to be paid down. All in all, the total use of funds (or cash required to close the transaction) will be the sum of the acquisition equity, associated transaction costs, and net debt that is refinanced:

cash to close the deal = acquisition equity + associated transaction costs + net debt refinanced

With the price tag for the transaction fully established we need to determine where the money is going to come from to pay for the transaction. In the end, the investor has to make a decision as to how much equity will be put up in the buyout. This is often influenced by a sensitivity analysis on various financing options and how much creditors are willing to lend. In many cases the equity partners are willing to take as much leverage as they can get from creditors and risk as little of their own capital as possible. Once the equity investment amount is determined, the debt financing will account for the balance of the required funds for the transaction. Note that there can be more than one debt instrument used to finance a leveraged buyout and each separate type of debt financing will charge its own interest rate based on several factors, including seniority in the credit structure.

2. Forecast the pro forma income statement

The income statement analysis begins by looking at the past performance of the company. Past performance is used to estimate what revenue growth and cost structures will look like in the future. Revenue drives the overall growth of a company. Assumptions are made about the annual growth rate of revenue for the company. These growth rates are typically based on the past revenue growth of the company and other factors, such as the larger economy or the growth prospects for the industry the company competes in.

“Past performance is used to estimate what revenue growth and cost structures will look like in the future.”

Similar to revenue, most costs estimates are formulated and heavily based on the previous performance of the company. There are several methods for estimating pro forma costs. One common method is forecasting costs as a percentage of revenue. This method increases costs in direct proportion to the growth of the business and its revenues. This method works well with items such as cost of goods sold and to some extent selling, general and administrative, although some may prefer another method. Some costs such as depreciation and amortization can be determined by using more complex methods and amortization schedules. (More complex treatment of depreciation and amortization is beyond the scope of this book, so for the purposes of focusing on leveraged buyout analysis we assume in our example that depreciation and amortization grow as a percentage of revenue as well.)

“There are several methods for estimating pro forma costs. One common method is forecasting costs as a percentage of revenue.”

Prior year interest expense can be ignored because it is not a concern when formulating a pro forma income statement, as we will be calculating interest expense based on a new capital structure with a separate interest rate. However, interest income and interest expense cannot be calculated until pro forma cash flow and debt paydown have been estimated. This means that the interest portion of the income statement must be revisited later in the creation phase of the analysis in order to be completed.

3. Calculate pro forma cash flow

Cash is one of the most important items on every corporate balance sheet. The change in cash for each period is tracked via the cash flow statement. A traditional cash flow statement is composed of three sections: 1) cash flow from operations, 2) cash flow from investing, and 3) cash flow from financing activities. However, in the case of a leveraged buyout we are concerned with the amount of cash that can be used to pay down debt over the course of the forecast period. For this reason, the cash flow analysis of an LBO will focus on cash flow available for debt repayment. This translates into cash flow after operating and investing activities. Depreciation is added back to net income; changes in net working capital are accounted for and any capital expenditures are subtracted from the available cash amount. The resulting figure is the cash flow available to pay down debt for the period.

4. Calculate changes and paydown of leverage via the debt sweep analysis

We use a debt sweep to help calculate how much debt should be paid down during each period based on a few factors. Begin with the debt amount that the company took on as part of the leveraged buyout transaction. This should include all interest-bearing debt that the company has on its balance sheet. The amount of debt paid down each period will depend on 1) the cash flow amount available for debt repayment and 2) the amount of debt remaining on the company’s balance sheet each period.

Frequently in a leveraged buyout analysis it is assumed that the entire amount of cash flow available for the repayment of debt is used for that purpose when the amount of debt is greater than the available cash flow figure. Under circumstances where the period’s available cash flow amount is greater than the existing debt on the company’s balance sheet the excess cash is presumed to be added to the ending cash balance on the balance sheet. In other words the cash balance of the company increases when the cash flow available for debt repayment is larger than the existing debt on the company’s balance sheet.

Both the interest expense and interest income the company recognizes in its income statement are calculated based on the debt and cash calculations that result from the debt sweep. This is the heart of the leveraged buyout. The success of the company depends on its ability to pay down its debt. This determines whether or not a transaction can emerge as a profitable endeavor for the investors or result in the company drowning in its own debt.

5. Determine expected returns and multiples of capital

On completing the debt sweep and cash portion of the analysis it is time to calculate expected returns. The internal rate of return (IRR) is calculated for each period of the explicit forecast range to get a sense of how profitable the investment is expected to be. Multiply each period’s calculated EBITDA figure by an assumed exit EBITDA multiple to determine the implied enterprise value of the firm. Exit EBITDA multiples are oftentimes a number that is close to the multiples of comparable companies. (It is also logical that, all things being equal, the exit multiple would not be too different from the original buyout multiple.) Subtract the company’s net debt for each period from the respective implied enterprise value and you are left with the implied equity value. We do this because the implied equity figure is what will be used to calculate the investment’s implied IRR. Remember that we are comparing the initial equity investment with the amount of money the investor would receive upon the sale of their ownership in the company.

In addition to the internal rate of return, it is common to calculate the implied multiple of money for an investment. Divide implied equity value by the initial equity investment amount to arrive at the multiple value for each period. Unlike the IRR calculation, the implied multiple of money does not take into consideration the time value of money. However, the implied multiple of money does deal in terms of absolute dollars, which makes it easy to quickly grasp how much money the investor expects to realize in returns.

6. Calculate shareholders’ equity and relevant credit ratios and statistics

Ratios can be calculated as a means of measuring the performance and health of the company. Ratios and statistics are useful tools as they facilitate not only the measuring of a company’s financial health, but also the comparing of different companies on a relative basis.

“Ratios and statistics help us measure a company’s financial health and compare different companies on a relative basis.”

Some statistics that would be of interest in a leveraged buyout analysis focus on the capital structure and credit ratios of the company. This may include ratios such as, debt to equity, debt to capital, EBITDA to interest, EBIT to interest, debt to EBITDA, and net debt to EBITDA to name a few. Ratios should be calculated for all periods within the explicit forecast range. When completed, the ratios should help in identifying any trends or patterns occurring within the company.

7. Sensitivity analysis

Finally, we can conduct a sensitivity analysis on the expected returns of the investment based on varying amounts of initial equity investment and exit EBITDA multiples. This is a great means of wrapping up the contemplated investment analysis by providing a range of anticipated returns under different circumstances.

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