Interview Questions Flashcards

1
Q

List the line items in the cash flow statement.

A

The CFS is broken up into three sections: cash flow from operating activities, cash flow from investing activities and cash flow from financing activities. In cash flow from operating, the key items are net income, depreciation and amortization, equity in earnings, non-cash stock compensation, deferred taxes, changes in working capital and changes in other assets and liabilities. In cash flow from investing, the key items are capital expenditures and asset sales. In cash flow from financing, the key items are debt raised and paid down, equity raised, share repurchases and dividends.

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2
Q

If you could have only two of the three main financial statements, which would it be?

A

The balance sheet and income statement because as long as I have the balance sheet from the beginning and end of the period as well as the end of period income statement, I would be able to generate a statement of cash flows.

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3
Q

If you could have only one of the three main financial statements, which would it be?

A

The IS is definitely inappropriate to pick. Income statements are full of non-cash items, which work fine for theoretical purposes, like matching revenue to expenses in appropriate time periods, but if none of it could be liquidated then company is worth nothing.

Most pick SCF, because cash is king in determining a company’s health. SCF because it gives you a true picture of how much cash the company is actually generating, independent of all the non-cash expense a company might have.

One interviewer selected BS because you can back out the main components of the cash flow statement (capex via PP&E and depreciation, net income via retained earnings, etc.). The BS is also helpful in distressed situations to determine the company’s liquidation value.

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4
Q

What is the link between the balance sheet and income statement?

A

The main link between the two is profits from the IS are added to the BS as retained earnings. Next, the interest expense on the IS is charged on the debt that is recorded on the BS. D&A is a capitalized expense from the IS that will reduce the PP&E on the asset side of the BS.

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5
Q

If a company has seasonal working capital, is that a deal killer?

A

Working capital (“WC”) is current assets less current liabilities. Seasonal working capital applies to firms whose business is tied to certain time periods. When current assets are higher than current liabilities, this means more cash is being tied up instead of being borrowed. For instance, UGG mostly manufactures snow boots. In the winter, demand is higher, so the firm must build up inventories to meet this demand at this time, increasing current assets. Since more cash is tied up, this can increase the liquidity risk. If UGGs suddenly go out of fashion, then the company is stuck holding the inventory. Also, if people frequently pay with credit for the company’s products, the amount is listed as accounts receivable (“AR”), which represents future profits but is noncash. Therefore, if the company cannot collect this owed cash in time to pay its creditors, it runs of the risk of bankruptcy. This is an issue to note and watch, but it is not a deal killer if you have an adequate revolver and can predict the seasonal WC requirements with some clarity. In general, any recurring event is fine as long as it continues to perform as planned. The one-time massive surprise event is what can kill an investment.

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6
Q

If a company issues a PIK security, what impact will it have on the three statements?

A

PIK stands for “paid in kind,” another important non-cash item that refers to interest or dividends paid by issuing more of the security instead of cash. This can mean compounding profits for the lenders and flexibility for the borrower. For instance, a mezzanine bond of $100 million and 10 percent PIK interest will be added to the BS as $100 million as debt on the right side, and cash on the left side. On the CFS, cash flow from financing will list an increase of $100 million as debt raised.

When the PIK is triggered and all else is equal, interest on the IS will be increased by $10 million, which will reduce net income by $6 million (assuming a 40 percent tax rate). This carries over onto the CFS where net income decreases by $6 million and the $10 million of PIK interest is added back (since it is non-cash), resulting in a net cash flow of $4 million. On the BS, cash increases by $4 million, debt increases by $10 million (the PIK interest accretes on the balance sheet as debt) and shareholders equity decreases by $6 million.

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7
Q

If I increase AR by $10mm, what effect does that have on cash? Explain what AR is in layman terms.

A

There is no immediate effect on cash. AR is account receivable, which means the company received an IOU from customers. They should pay for the product or service at a later point in time. There will be an increase in cash of $10 million when the company collects on the account receivable.

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8
Q

Give examples of ways companies can inflate earnings.

A

(1) Switching from LIFO to FIFO. In a rising cost environment, switching from LIFO to FIFO will show higher earnings, lower costs and higher taxes.
* Or LIFO liquidation
(2) Switching from fair value to cash flow hedges. Changes in fair value hedges are in earnings, changes in cash flow hedges are in other comprehensive income. Having negative fair value hedges and then shifting them to cash flow hedges will increase earnings.
(3) Changing depreciation methods (e.g. useful life)
(4) Having a more aggressive revenue recognition policy. Accounts receivable will increase rapidly because they’re extending easier credit.
(5) Capitalizing interest or R&D that shouldn’t be capitalized, so you decrease expenses on the income statement
(6) Manipulating pre-tax or after-tax gains.
(7) Compensate employees with options rather than cash
(8) Asset sales or recognize one-time items on income statement

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9
Q

Is goodwill depreciated?

A

Not anymore. Accounting rules now state that goodwill must be tested once per year for impairment. Otherwise, it remains on the BS at its historical value. Note that goodwill is an intangible asset that is created in an acquisition, which represents the value between price paid and value of the company acquired.

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10
Q

What is a stock purchase and what is an asset purchase?

A

A stock purchase refers to the purchase of an entire company so that all the outstanding stock is transferred to the buyer. Effectively, the buyer takes the seller’s place as the owner of the business and will assume all assets and liabilities. In an asset deal, the seller retains ownership of the stock while the buyer uses a new or different entity to assume ownership over specified assets.

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11
Q

Which structure (stock purchase vs asset purchase) does the seller prefer and why? What about the buyer?

A

A stock deal generally favors the seller because of the tax advantage. An asset deal for a C corporation causes the seller to be double-taxed; once at the corporate level when the assets are sold, and again at the individual level when proceeds are distributed to the shareholders/owners. In contrast, a stock deal avoids the second tax because proceeds transfer directly to the seller. In non-C corporations like LLCs and partnerships, a stock purchase can help the seller pay transaction taxes at a lower capital gains rate (there is a capital gains and ordinary income tax difference at the individual level, but not at a corporate level). Furthermore, since a stock purchase transfers the entire entity, it allows the seller to completely extract itself from the business. A buyer prefers an asset deal for similar reasons. First, it can pick and choose which assets and liabilities to assume. This also decreases the amount of due diligence needed. Second, the buyer can write up the value of the assets purchased—known as a “step-up” in basis to fair market value over the historical carrying cost, which can create an additional depreciation write-off, becoming a tax benefit.

Please note there are other, lesser-known legal advantages and disadvantages to both transaction structures.

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12
Q

What is a 10-K?

A

It’s a report similar to the annual report, except that it contains more detailed information about the company’s business, finances, and management. It also includes the bylaws of the company, other legal documents and information about any lawsuits in which the company is involved. All publicly traded companies are required to file a 10-K report each year to the SEC.

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13
Q

What is Sarbanes-Oxley and what are the implications?

A

Sarbanes-Oxley was a bill passed by Congress in 2002 in response to a number of accounting scandals. To reduce the likelihood of accounting scandals, the law established new or enhanced standards for publicly held companies. Those in favor of this law believe it will restore investor confidence by increasing corporate accounting controls. Those opposed to this law believe it will hinder organizations that do not have a surplus of funds to spend on adhering to the new accounting policies.

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14
Q

What are the differences between extraordinary and special charges?

A

Extraordinary – unusual and infrequent; below the line after-tax (e.g. hurricane)
Special – unusual or infrequent; appear with income from continued operations pre-tax (e.g. employee layoffs, plant closing)

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15
Q

What is the definition of fair value?

A

Price that would be received to sell an asset or paid to transfer a liability in a transaction between market participants

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16
Q

What is the LIFO method?

A

Last in, first out. Inventory costs are those which were incurred earlier in the period and are stale relative to the end of the period. Results in a more accurate income statement and less accurate balance sheet

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17
Q

What is the FIFO method?

A

First in, first out. Inventory costs are those which were incurred later in the period and are more current relative to the end of the period. Results in a more accurate balance sheet and less accurate income statement

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18
Q

What is LIFO liquidation?

A

Dramatic decrease in inventory on hand causes a dip into LIFO layers and an increase in net income

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19
Q

What is the LIFO reserve?

A

Contra asset account for the excess of FIFO over LIFO inventory

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20
Q

What are the effects of using LIFO vs FIFO assuming rising prices?

A

LIFO: results in a more current income statement based on fair value but a stale balance sheet with understated inventory assets (i.e. lower income taxes but lower assets)
-IS: leads to higher COGS, thus lower pre-tax income
-CF: leads to higher COGS, thus lower taxes paid, thus higher cash flows
-BS: leads to lower inventory balance
FIFO: results in a more current balance sheet based on fair value but a stale income statement with understated cost of goods sold (i.e. higher income taxes but higher assets)
-IS: leads to lower COGS, thus higher pre-tax income
-CF: leads to lower COGS, thus higher taxes paid, thus lower cash flows
-BS: leads to higher inventory balance

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21
Q

If you had to choose between the LIFO or FIFO method, which would you choose?

A

If had a choice beween the two – in some ways it doesn’t matter b/c it’s just a trade-off between which financial statement is misrepresented (and investors are savy), but LIFO seems less manipulative to earnings (and minimized taxes) so I’d go with it

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22
Q

What is the allowance method?

A

Bases bad debt expense on an estimate of uncollectible accounts
Dr: Bad debt expense (estimate)
Cr. Allowance for doubtful accounts

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23
Q

What is the direct method?

A

Write down accounts receivable when actual customer default occurs
Dr. Bad debt expense (write-off)
Cr. Accounts receivable

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24
Q

What is a trading security?

A

Trade for profit potential with unrealized gains and losses reported in net income. It is carried on the balance sheet at fair value. Used for debt or equity

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25
Q

What is a held-to-maturity security?

A

Debt securities for which a company has a positive intent to hold until maturity. It is carried on the balance sheet at amortized cost. There are no unrealized gains

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26
Q

What is an available-for-sale security?

A
  • Neither HTM nor trading
  • Carried at market value
  • Unrealized gains/losses are presented net of tax in “Other Comprehensive Income”
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27
Q

What is net debt?

A

Net Debt = Total Debt – Cash & Cash Equivalents

It represents the true amount of debt that a firm has, after it uses its existing cash to pay off current outstanding debt

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28
Q

How are the three financial statements connected?

A
  • Beginning cash balance on statement of cash flows comes from balance sheet; net income in operating cash flows comes from income statement
  • Adjustments made to net income on statement of cash flows using balance sheet accounts
  • Ending balance of cash appears on balance sheet and statement of cash flows
  • Net income increases shareholders equity through retained earnings

Other connections: interest expense, depreciation, change in working capital

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29
Q

What is the link between the balance sheet and statement of cash flows?

A
  • SCF starts with beginning cash balance, which comes from the previous period’s balance sheet
  • Cash from operations is derived using the changes in NWC from the balance sheet
  • Depreciation comes from PPE which affects OCF
  • Any change in PPE due to purchase or sale will affect ICF
  • Net increase in cash goes back onto next year’s balance sheet
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30
Q

What is the link between the balance sheet and the income statement?

A
  • Net income generated in the income statement are added to shareholders’ equity on the balance sheet as retained earnings
  • Debt on the balance sheet is used to calculate interest expense on the income statement
  • PPE will be used to calculated depreciation
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31
Q

What is the difference between the income statement and statement of cash flows? How are the two financial statements linked?

A
  • Income statement is a record of revenue and expenses while statement of cash flows records the actual cash that has either come into or left the company during that time period
  • SCF has OCF, ICF and FCF
  • Interestingly, a company can be profitable as shown on the income statement but still go bankrupt if it does not have the cash to meet its interest payments
  • Both statements are linked by net income
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32
Q

What is goodwill?

A
  • An intangible asset that can be found on a company’s balance sheet.
  • Goodwill can often arise when one company is purchased by another company. In an acquisition, the amount paid for the company over book value usually accounts for the target firm’s intangible assets.
  • Goodwill is seen as an intangible asset on the balance sheet because it is not a physical asset like buildings or equipment
  • Goodwill typically reflects the value of intangible assets such as a strong brand name, good customer relations, good employee relations and any patents or proprietary technology.
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33
Q

How does goodwill affect the income statement?

A
  • If an event occurs that diminishes the value of this intangible asset, the assets must be written down in a process called goodwill impairment
  • Goodwill is then subtracted as a non-cash expense and therefore reduces net income
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34
Q

What are the components of the statement of cash flows?

A

Beginning cash
+Operating cash flow: cash generated from the normal operations of a company
+Investing cash flow: change in cash outside the scope of normal business (e.g. purchase of PPE and other investments not reflected in income statement); cash position resulting from any gains (or losses) from investments in the financial markets and operating subsidiaries, and changes resulting from amounts spent on investments in capital assets such as plant and equipment.
+Financing cash flow: cash from changes in liabilities and shareholders’ equity including any dividends that were paid out to investors in cash (e.g. issuance of debt or equity, share repurchases)
=Ending Cash

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35
Q

Walk me through the major line items of the income statement.

A
Revenue
-COGS
=Gross Profit
-SG&A
-D&A
=Operating Income (EBIT)
-Interest Expense 
=Income before Taxes
- Taxes
=Net Income
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36
Q

What is a capital lease?

A
  • Non-callable
  • And either:
    (1) ownership of the asset is transferred to lesee at end of lease
    (2) “bargain purchase” option exists
    (3) lease term is greater than or equal to 75% of the useful life of the asset
    (4) at inception of the lease, the present value of minimum payments of the lease is greater than or equal to 90% of the estimated fair market value
  • Requires asset and liability to be recorded
  • Treated as debt
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37
Q

What is meant by recovery value?

A

Amount an investor receives in bankruptcy liquidation from his investment in a particular financial instrument.

Recovery rate is the associated percentage

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38
Q

Could you ever end up with negative shareholders’ equity? What would this imply?

A

Yes, it is possible.
(1) Dividend Recap. Shareholders’ equity turns negative immediately after dividend recapitalization in an LBO situation. Means that the owner of the company has taken out a large portion of its equity (usually in the form of cash), which can sometimes turn the number negative (2) Continuous losses. It can also happen if the company has been losing money consistently and therefore has declining retained earnings, which is a portion of shareholders’ equity

*Does not “mean” anything in particular, but it can be a cause for concern and possibly demonstrate that the company is struggling

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39
Q

Why do companies report both GAAP and non-GAAP earnings?

A

These days, many companies have non-cash charges such as amortization of intangibles, stock-based compensation, deferred revenue write-downs on their income statement. Some argue that the income statement under GAAP no longer reflects how profitable a company is. Non-GAAP earnings are almost always higher because these expenses are excluded, which looks better to investors

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40
Q

What is a NINJA loan?

A

“No income, no job, no assets” – subprime loan, as it is typically made with little or no paperwork, generally to borrowers with less than average credit score

These types of loans were a sign of the impending subprime meltdown and deterioration of lending standards by banks and mortgage originators

These and other loans were packaged and sold as CDOs to investors. They were supposedly well diversified across different geographies, loan sizes, and income levels. The only way they would default is if there was a major collapse in the mortgage market due to oversupply and widespread economic slowdown

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41
Q

Under what circumstances would goodwill increase?

A
  • If a company re-assesses its value and finds that it is worth more but that is rare
  • What usually happens is:
    (1) company gets acquired or bought out and goodwill changes as a result, since it is an account plug for the acquisition price
    (2) company acquires another company and pays more than what its assets are worth, which is then reflected in goodwill
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42
Q

Why would goodwill be impaired and what does goodwill impairment mean?

A
  • Usually happens when a company has been acquired and the acquirer re-assesses its intangible assets (e.g. brand, IP) and finds that they are not worth what they originally thought
  • Buyer overpaid for the seller, which results in a large net loss (e.g. eBay / Skype)
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43
Q

How do you decide when to capitalize vs expense a purchase?

A

If the assets has a useful life over one year, it is capitalized on the balance sheet rather than expensed on the income statement. It is then depreciated (tangibles) or amortized (intangibles) over a certain number of years

PPE vs R&D

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44
Q

What is the difference between cash based and accrual based accounting?

A

Cash-Based Accounting:

  • Recognize revenue and expenses when cash is actually received or paid out
  • This delays revenue recognition
  • There is a poor matching of true costs of generating revenue to the periods in which they are generated

Accrual-Based Accounting:

  • Account for all transactions that economically occurred during a period
  • Revenue principle: entity has delivered goods/services, evidence of arrangement for payment, price is fixed and collection of cash is reasonably assured
  • Matching principle: revenue is matched with expense in the period in which they are incurred

*Most large firms use accrual accounting because paying with credit cards and lines of credit is so prevalent these days

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45
Q

If cash collected is not recorded as revenue, what happens to it?

A

Usually it goes to unearned revenue (balance sheet liability). Over time as services are performed, unearned revenue is debited and revenue is credited and it appears on the income statement

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46
Q

Give examples of when a company could collect cash from a customer and not record revenue.

A

(1) Web-based subscription software
(2) Cell phone carriers with annual contracts
(3) Magazine publishers that sell subscriptions

  • Companies that agree to services in the future often collect cash upfront to ensure stable revenue. This makes investors happy as well since they can predict the company’s performance
  • Only record revenue when you can actually perform the services
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47
Q

What is a credit default swap?

A

-Insurance on a company’s debt. It is a way to insure that an investor will not be hurt in the event of a default
-Sold over the counter in a completely unregulated market
-Can be used for hedging and speculating
CDS Seller: promises to pay buyer certain amount if company defaults; receives annual payments in exchange for insurance; sellers include banks, hedge funds, insurance companies
CDS Buyer: promises to pay seller annual payments; receives a large payout if the underlying company defaults; swap becomes more valuable if the underlying company becomes distressed

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48
Q

If depreciation is a non-cash expense, then why does it affect the cash balance?

A
  • It is non-cash but it is tax-deductible and taxes are a cash expense
  • Depreciation affects cash by reducing the amount of taxes paid
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49
Q

What is a collateralized debt obligation?

A

It is a broad asset class in which a number of interest paying assets are packaged together (securitized) and sold in the form of bonds that pay coupon payments based on the assets’ future cash flows. Investor pays market value for the CDO and then has the rights to the interest payments over time.

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50
Q

What is a mortgage-backed security?

A

A security that pays its holder a periodic payment based on the cash flows from the underlying mortgages that fund the security

  • MBS allow investing community to lend money to homeowners with banks acting as middleman
  • Many MBS were rated AAA because they were considered highly diversified, and it was though that the housing market would not collapse across the board
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51
Q

What is securitization?

A

An issuer bundles together a group of assets and creates a new financial instrument by combining those assets and reselling them in different tiers

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52
Q

What is a net operating loss?

A

Period in which a company’s allowable tax deductions are greater than its taxable income, resulting in negative taxable income

  • Generally occurs when a company incurs more expenses than revenue in a period
  • Can be used to recover past tax payments or reduce future tax payments
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53
Q

What is a loss carry forward?

A

Firm may carry net operating loss forward 20 years to offset any income earned in those years and therefore receive funds for the taxes paid

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54
Q

What is a loss carryback?

A

Firm may carry Net Operating Loss back two years to offset any income earned in those years and thereby receive funds for the taxes paid

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55
Q

What is the accounting for notes receivable?

A

Record at NPV of future cash flows

Premium: c > r (FV < PV)
Interest Revenue = r x (FV + Premium – Total Amortized)

Discount: c < r (FV > PV)
Interest Revenue = r x (FV – Discount – Total Amortized)

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56
Q

What is inventory?

A

Tangible property that is held for sale in the normal course of business or used to produce goods/services for sale

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57
Q

What is meant by mark-to-market and why is it so important?

A

Mark-to-market is the process by which securities are recorded on financial statements using current market prices, as opposed to purchase prices or accounting values

As the credit crisis unraveled, many banks/investors were forced to write-down assets to current market values

(1) Many banks used these assets as collateral to borrow against in order to make other investments. As asset values declined, they were able to borrow less
(2) As assets are marked down, investors are likely to sell their assets so that they do not keep losing value. Selling naturally depresses market values further
(3) In late 2008, this caused a panic and people moved their personal investments into cash and were willing to sell at any cost

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58
Q

Why is the income statement not affected by changes in inventory?

A

Expense is only recorded when goods associated with the inventory are sold -> COGS

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59
Q

Is an increase in accounts receivable a source or use of cash?

A

Accounts receivable is a use of cash because for every dollar that should be coming in the door from those that owe money for goods/services, that cash has been delayed by a collection time period

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60
Q

Is an increase in accounts payable a source or use of cash?

A

Accounts payable is a source of cash because companies have the ability to purchase items without immediately paying cash.

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61
Q

You misstated depreciation in your model. It should be $10 million higher. How does this affect the three financial statements?

A

Income Statement: $10 depreciation expense, 40% tax rate
-Reduction in net income of $10(1 – 40%) = $6

Statement of Cash Flows: reduction in net income flows to cash flow from operations

  • Net income reduced by $6
  • Depreciation increases by $10
  • Net increase in cash from operations of $4
  • Ending cash increase by $4

Balance Sheet: ending cash flows onto the balance sheet

  • Cash increases by $4
  • PPE loses $10 in value
  • Net decrease in assets of $6, which matches the net drop in shareholders’ equity due to reduction of retained earnings from $6 drop in net income
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62
Q

If depreciation is non-cash, explain how a $10 pre-tax increase in depreciation causes cash to increase by $4.

A

The answer is that because of the depreciation expense, the company had to pay the government $4 less in taxes so it increased its cash position by $4 from what it would have been without the depreciation expense.

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63
Q

A pen costs $10 dollars to buy. It has a life of ten years. How would you put it on the balance sheet?

A

On the left side, $10 as an asset. Assuming a straight-line depreciation for book and no salvage value at the end of its useful life, it would be worth $9 at the end of the first year, $8 the second year, and so on. Net income will be lowered every year by the tax-affected depreciation, so shareholders’ equity will be reduced by 60 cents, assuming a 40 percent tax rate.

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64
Q

A pen costs $10 dollars to buy. It has a life of ten years. At the end of the second year, you discover the pen is a rare collector’s item. How much is it on the balance sheet?

A

Still $8. You continue to depreciate it. Assets are recorded at historical values. Some traded financial instruments qualify for “mark to market accounting,” so those assets are valued at market, but this accounting practice has been severely criticized in recent times.

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65
Q

A pen costs $10 dollars to buy. It has a life of ten years. At the end of the second year, the pen runs out of ink and you have to throw it away. How much is it on the balance sheet?

A

Since the pen is worthless, you’ll need to write down the value of this equipment to $0. Due to the write down, net income declines by $4.8 based on a 40 percent tax rate, which flows to shareholders’ equity. The $8 write-down is noncash; on the CFS, it is added to the $4.8 decline in net income, resulting in a net cash flow of $3.2. Combined with the write-down of $8 for PP&E, net change in assets is a decrease of $4.8, which balances the $4.8 decrease in shareholder’s equity.

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66
Q

You sold an asset where you received $500 million in cash. How does this affect your three financial statements?

A

The key to this question is inquiring about the book value of the asset when sold. Ask the interviewer for this. For instance, if it is $400 million, then a $100 gain on sale of asset is recorded. Assuming a 40 percent tax rate, net income increases by $60 million. On the CFS, remember that assets are recorded at book value when sold. Therefore, you have a $400 million “sale of asset” under cash from investing activities. Your net cash flow is $460 million. On the BS, cash increases by $460 million and PP&E decreases by $400 million. The $60 million increase on the left side of the BS is offsest by the $60 million increase in shareholder’s equity on the right side.

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67
Q

How would a $10 million increase in depreciation in year four affect the DCF valuation of a company?

A
  • Depreciation increases by $10, causing EBIT to decline by $10. The after-tax effect is a decline of $10(1 – 40%) = $6
  • Depreciation of $10 must be added back to calculate FCF, which leads to a net increase of $4 in FCF
  • Valuation will increase by the present value of $4, or $4 / (1 + WACC)4
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68
Q

Suppose you purchase $100 million of equipment on December 31, 2001 with a debt issuance. Walk me through the impact of this event on the three financial statements during 2001 and 2002.

A

2001
Income Statement: no effect because there is no depreciation and no interest expense

Statement of Cash Flows:

  • Investing cash flows declines by $100 as capex
  • Financing cash flows increases by $100 as debt issurance
  • Zero net effect on cash

Balance Sheet:

  • Increase in PPE by $100
  • Increase in Debt by $100

2002
Income Statement:
*Assume useful life of 5 years, 40% tax rate, 10% interest rate and no amortization (zero coupon)
-$20 depreciation expense and $10 interest expense
-$30(1 – 40%) = $18 decrease in net income

Statement of Cash Flows:

  • Net income down by $18 and depreciation up by $20
  • Net increase in cash of $2

Balance Sheet:

  • Increase in cash by $2
  • Decrease in PPE by $20
  • Decrease in RE by $18

*Could also consider interest payable increasing and debt decreasing

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69
Q

Suppose you purchase $100 million of equipment (5 year useful life) on December 31, 2001 with a debt issuance. On January 1, 2003, the equipment breaks down and is worthless. Walk me through the impact of this event on the three financial statements.

A

If the equipment breaks down and is worthless, the company must write it down to $0. On January 1, 2003, the equipment is on the books at $80 million and the company must pay back the entire loan.

Income Statement:
-$80 write down causes net income to decline by $80(1 – 40%) = $48

Statement of Cash Flows:

  • Net income is down $48
  • Add back the non-cash write-down of $80
  • Cash from financing decreases by $100 when you pay back the loan; net cash declines by $68

Balance Sheet:

  • Assets: Cash decreases by $68, PPE decreases by $80 = $148 decline
  • Debt: Declines by $100
  • RE: Declines by $48
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70
Q

Suppose you issue $80 worth of debt for $100 in cash. Walk me through the effect of this transaction on the three financial statements.

A

Dr. Cash 100
Cr. Debt 80
Cr. Gain 20

Income Statement: $20(1 – 40%) = $12 increase in net income
Statement of Cash Flows:
-$12 increase in net income
-Subtract $20 non-cash gain
-Add $100 of financing cash flow from debt issuance
-Net increase in cash of $92

Balance Sheet:

  • Cash increases by $92
  • Debt increases by $80
  • RE increases by $12
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71
Q

Suppose you repurchase debt of $100 for $80 in cash. What is the effect of this transaction on the three financial statements?

A

Dr. Debt $100
Cr. Cash $80
Cr. Gain $20

Income Statement: $20(1 – 40%) = $12 increase in net income
Statement of Cash Flows:
-$12 increase in net income
-Subtract $20 non-cash gain
-Subtract $80 of financing cash flow from repurchase of debt
-Net decrease in cash of $88

Balance Sheet:

  • Cash decreases by $88
  • Debt decreases by $100
  • RE increases by $12
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72
Q

Suppose you sell a pair of jeans for $20 that cost you $10. Walk me through the effect of this transaction on the three financial statements.

A

Income Statement:
-Revenue increases by $20 while COGS increases by $10
-Net income increases by $10(1 – 40%) = $6
Statement of Cash Flows:
-Net income increases by $6
-Decrease in inventory of $10 leads to a cash increase of $10
-Net increase in cash of $16
Balance Sheet:
-Cash increases by $16
-Inventory declines by $10
-RE increases by $6

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73
Q

If you purchase a building for $100 million in cash on December 31, how would it flow through the three financial statements this year and next year?

A
  • Assume fiscal year ends December 31, which means no depreciation during first year
  • Assume straight line over 5 years; 40% tax rate
Year 1
Income Statement: capex thus no expense; no depreciation first year; no effect
Statement of Cash Flows:
-$100 decrease in investing cash flows due to capex
-Net decrease in cash of $100
Balance Sheet:
-Increase PPE by $100
-Decrease cash by $100
-No net change in assets
Year 2 
Income Statement: $20 depreciation causes net income to decline by $20(1 – 40%) = $12
Statement of Cash Flows: 
-Net income declines by $12
-Depreciation increases by $20
-Net increase in cash of $8
Balance Sheet:
-Cash increases by $8
-PPE declines by $20
-RE declines by $12 from net income
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74
Q

What effect does an asset write-down of $100 million have on the three financial statements?

A

Income Statement: Net income declines by $100(1 – 40%) = $60

Statement of Cash Flows:

  • Net income declines by $60
  • Add back non-cash impairment of $100
  • Net cash increase of $40

Balance Sheet:

  • Cash increases by $40
  • Asset declines by $100
  • RE decreases by $60
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75
Q

How does a $10 million purchase of inventory from your supplier on credit flow through the three financial statements?

A

Income Statement: no effect until the inventory is sold

Statement of Cash Flows:

  • Increase in inventory causes operating cash flow to decline by $10
  • Increase in accounts payable causes operating cash flow to increase by $10
  • No net effect on cash flow

Balance Sheet:

  • Inventory increases by $10
  • Accounts payable increases by $10
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76
Q

Suppose you buy $100 million of inventory. You sell half of the inventory at 50% gross margin. Using a 50% tax rate, walk me through the changes in the three financial statements.

A

Income Statement:

  • Revenue increases by $200 and COGS increases by $100
  • Net income increases by $100(1 – 50%) = $50

Statement of Cash Flows:

  • Increase in net income of $50
  • Decrease in inventory causes operating cash flow to increase by $100
  • Net increase in cash flow of $150

Balance Sheet:

  • Increase in cash of $150
  • Decrease in inventory of $100
  • Increase in RE of $50
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77
Q

Suppose you purchase a new fixed asset at $100 with 50% cash and 50% debt on December 31. Take me through how it affects all the financial statements.

A

Income Statement:
-No depreciation or interest during the first year

Statement of Cash Flows:

  • Investing cash flow decreases by $100 due to capex
  • Financing cash flow increases by $50 due to debt issuance
  • Net decrease in cash of $50

Balance Sheet:

  • Decrease in cash by $50
  • Increase in PPE by $100
  • Increase in Debt by $50
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78
Q

You own a hotdog business. (1) Assume that you buy a hot dog on credit for $1 and sell that hot dog to a person on credit for $3. (2) You receive cash from the party that bought the hot dog and you pay off your creditor. Explain the impact on the three financial statements of both events.

A

Event 1:
Dr. Inventory $1
Cr. Accounts Payable $1

Dr. Accounts Receivable $3
Cr. Revenue $3

Income Statement: increase net income by $2(1 – 40%) = $1.20

Statement of Cash Flows:

  • Increase net income by $1.20
  • Increase in inventory causes decline of operating cash by $1
  • Increase in accounts receivable causes decline of operating cash by $3
  • Increase in accounts payable causes increase of operating cash by $1
  • Net decrease in cash of $1.80

Balance Sheet:

  • Decrease in cash $1.80
  • Increase inventory $1.00
  • Increase accounts receivable $3.00
  • Increase accounts payable $1.00
  • Increase RE by $1.20

Event 2
Dr. Cash $3
Cr. Accounts Receivable $3

Dr. Accounts Payable $1
Cr. Cash $1

Income Statement: no effect due to accrual accounting
Statement of Cash Flows:
-Decrease in accounts receivable causes increase in operating cash of $3
-Decrease in accounts payable causes decrease in operating cash of $1
-Net increase in cash of $2

Balance Sheet:

  • Increase in cash of $2
  • Decrease accounts receivable $3
  • Decrease accounts payable of $1
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79
Q

How would a change in gross margin affect the three financial statements?

A

*A decrease in gross margin causes gross profits to decline

Income Statement: likely pay lower taxes; if nothing else changed, lower net income
Statement of Cash Flows: less cash likely coming in; if nothing else changed, lower cash
Balance Sheet: less cash and lower RE to balance effect

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80
Q

How would a change in capex affect the three financial statements?

A

Income Statement: during the current year, there is no effect; however, depreciation expense is lower in subsequent years, which will increase net income and increase cash and RE in the future
Statement of Cash Flows: decrease in investing cash flow, which means more cash
Balance Sheet: more cash but lower PPE; total assets remains the same

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81
Q

Say you knew a company’s net income. What else would you need to figure out its cash flows?

A

D&A, other non-cash expenses (e.g. stock based compensation, impairment), changes in working capital accounts, capex, sale of PPE, debt issuance, debt repayments, equity issuance, stock repurchases, dividends

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82
Q

What is investing cash flows?

A

Reports aggregate change in cash resulting from gains/losses from investments in the financial markets and operating subsidiaries as well as changes resulting from capital expenditure investment

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83
Q

What is financing cash flows?

A

Accounts for external activities such as issuing cash dividends, issuing or repaying debt, or issuing or repurchasing stock

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84
Q

What is the balance sheet?

A

The balance sheet presents the financial position of a company at a given point in time

(1) Assets – economic resources of the company used to operate its business
- Usually obtains these resources by incurring debt (promise to pay), obtaining new investors (not guaranteed, more risky), or through operating earnings
(2) Liabilities – claims that creditors have on the company’s resources
- More senior than equity holdings and less risky, as it is paid back before distributions to equity-holders are made
(3) Equity – claims that investors have on the company’s resources after debt is paid off

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85
Q

What is the income statement?

A

The income statement presents the results of operations of a business over a specified period of time; it measures the success of the company’s operations and provides investors and creditors with information needed to determine the enterprise’s profitability and creditworthiness

(1) Revenue – source of income that normally results from the sale of goods or services and is recorded when earned
(2) Expenses – costs incurred by a business over a specified period of time to generate the revenue earned during that same period of time

Notes: a purchase is considered an asset if it provides future economic benefit to the company, while expenses only relate to the current period

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86
Q

What is the statement of retained earnings?

A

The statement of retained earnings is a reconciliation of the retained earnings account from the beginning of the year to the end of the year. Retained earnings is the amount of profit a company invests in itself (ie profit that is not used to pay back debt or distributed to shareholders as a dividend).

This financial statement provides additional information about what management is doing with the company’s earnings. Investors can use this information to align their investment strategy with the strategy of a company’s management (e.g. an investor that is more interested in growth and returns on capital may be more inclined to invest in a company that reinvests its resources into the company for the purpose of generating additional resources)

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87
Q

What is the statement of cash flows?

A

The statement of cash flows presents detailed summary of all cash inflows and outflows during the period

(1) Cash Flow from Operating Activities – includes the cash effects of transactions involved in calculating net income
(2) Cash Flow from Investing Activities – cash from non-operating activities or activities outside the normal scope of business; involves items classified as assets in the BS and includes the purchase/sale of equipment and investments
(3) Cash Flows from Financing Activities – involves items classified as liabilities and equity in the BS; includes the payment of dividends as well as issuing payment of debt or equity

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88
Q

What are deferred taxes?

A

As a quick refresher, deferred taxes are the result of the difference between MACRS deprecation rates and GAAP depreciation rates. As a result of the different depreciation amounts, actual taxes paid and book tax expense recorded in the financials will be different. The deferred tax account is meant to reconcile these two items.

Deferred taxes are kept on the balance sheet as an asset or liability and are meant to hold the place for future tax adjustments

DTA – if you paid more than you owe (i.e. if cash taxes paid to IRS > tax expense on financial reports); use to offset future taxes
DTL – if you paid less than you owe (i.e. if cash taxes paid to IRS < tax expense on financial statements); add to future tax payments

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89
Q

What is Days Inventory Outstanding and how is it calculated?

A

Days Inventory Outstanding = (Inventory / COGS) x 365 = 365 / Turnover
Definition: A financial measure of a company’s performance that gives investors an idea of how long it takes a company to turn its inventory (including goods that are work in progress, if applicable) into sales. Generally, the lower (shorter) the DSI the better, but it is important to note that the average DSI varies from one industry to another.

Inventory Turnover = COGS / Inventory
Definition: ratio showing how many times company’s inventory is sold and replaced over period

  • Note: turnover should be compared against industry averages. Low ratio implies poor sales and, therefore, excess inventory. High ratio implies either strong sales or ineffective buying.
  • Note: high inventory levels are unhealthy because they represent an investment with a rate of return of zero. It also opens the company up to trouble should prices begin to fall.

Inventory = (DIO / 365) x COGS

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90
Q

What is Days Receivables Outstanding and how is it calculated?

A

Days Receivables Outstanding = (Receivables / Sales) x 365= 365 / Turnover
Definition: A measure of the average number of days that a company takes to collect revenue after a sale has been made. A low DSO number means that it takes a company fewer days to collect its accounts receivable. A high DSO number shows that a company is selling its product to customers on credit and taking longer to collect money.

Receivables Turnover = Sales / Receivables
Definition: An accounting measure used to quantify a firm’s effectiveness in extending credit as well as collecting debts. The receivables turnover ratio is an activity ratio, measuring how efficiently a firm uses its assets.
*Note: by maintaining accounts receivable, firms are indirectly extending interest-free loans to their clients. A high ratio implies either that a company operates on a cash basis or that its extension of credit and collection of accounts receivable is efficient. A low ratio implies the company should re-assess its credit policies in order to ensure the timely collection of imparted credit that is not earning interest for the firm.

Receivables = (DRO / 365) x Sales

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91
Q

What is Days Payable Outstanding and how is it calculated?

A

Days Payable Outstanding = (Accounts Payable / COGS) x 365 = 365 / Turnover
Definition: A company’s average payable period

AP Turnover = COGS / Accounts Payables
Definition: A short-term liquidity measure used to quantify the rate at which a company pays off its suppliers. Accounts payable turnover ratio is calculated by taking the total purchases made from suppliers and dividing it by the average accounts payable amount during the same period.
*Note: The measure shows investors how many times per period the company pays its average payable amount. For example, if the company makes $100 million in purchases from suppliers in a year and at any given point holds an average accounts payable of $20 million, the accounts payable turnover ratio for the period is 5 ($100 million/$20 million). If the turnover ratio is falling from one period to another, this is a sign that the company is taking longer to pay off its suppliers than it was before. The opposite is true when the turnover ratio is increasing, which means that the company is paying of suppliers at a faster rate.

Accounts Payable = (DPO / 365) x COGS

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92
Q

What is the cash conversion cycle and how do you calculate it?

A

A metric that expresses the length of time, in days, that it takes for a company to convert resource inputs into cash flows. The cash conversion cycle attempts to measure the amount of time each net input dollar is tied up in the production and sales process before it is converted into cash through sales to customers. This metric looks at the amount of time needed to sell inventory, the amount of time needed to collect receivables and the length of time the company is afforded to pay its bills without incurring penalties.

Calculated as: CCC = Days Inventory Outstanding + Days Receivable Outstanding – Days Payable Outstanding

Usually a company acquires inventory on credit, which results in accounts payable. A company can also sell products on credit, which results in accounts receivable. Cash, therefore, is not involved until the company pays the accounts payable and collects accounts receivable. So the cash conversion cycle measures the time between outlay of cash and cash recovery.

This cycle is extremely important for retailers and similar businesses. This measure illustrates how quickly a company can convert its products into cash through sales. The shorter the cycle, the less time capital is tied up in the business process, and thus the better for the company’s bottom line.

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93
Q

What is asset turnover and how is it calculated?

A

Asset Turnover = Revenue / Assets
The amount of sales generated for every dollar’s worth of assets. It is calculated by dividing sales in dollars by assets in dollars.

Asset turnover measures a firm’s efficiency at using its assets in generating sales or revenue - the higher the number the better. It also indicates pricing strategy: companies with low profit margins tend to have high asset turnover, while those with high profit margins have low asset turnover.

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94
Q

Explain the time value of money.

A

The “Time Value of Money” suggests that a dollar today is worth more than a dollar tomorrow because a dollar today can be invested at a risk-free interest rate. A dollar tomorrow is worth less because it has missed out on the interest you would have earned on that dollar had you invested it today. Additionally, inflation diminishes the buying power of future money

A discount rate is the rate that is chosen to discount the future value of your money; it is a measure of risk

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95
Q

Why is inflation important?

A

(1) Affects future purchasing power of money and affects real interests rates
(2) Creates uncertainty about the future in terms of purchasing power

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96
Q

Company A has assets of $100 million versus Company B which has $10 million. Both have the same dollar earnings. Which company is better?

A

Company B has a higher return on assets (“ROA”) given that both company had the same earnings but Company B was able to generate it with fewer assets and is, thus, more efficient. Something to think more about is if Company A was entirely debt financed whereas Company B was entirely equity financed. From a return on equity or investment (“ROE” & “ROI”) perspective, Company A might be a better company but it would be riskier from a bankruptcy perspective so the “better” company would be less black and white in this situation. The interviewer is probably looking for the simple answer, though; that Company B is better because it is more efficient with its assets.

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97
Q

What is the treasury stock method? Walk through the calculation.

A

The treasury stock method assumes that acquirers will use option proceeds to buy back exercised options at the offered share price. New shares = common shares + in the money options – (options x strike/offered price).

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98
Q

A product’s life cycle is now mature. What happens to the net working capital?

A

The net working capital needs should decrease as the business matures, which increases cash flows. As the business develops, it becomes more efficient; investment requirements are lower.

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99
Q

Why is bank debt maturity shorter than subordinated debt maturity?

A

Bank debt will usually be cheaper (lower interest rate) because of its seniority. This is because it’s less risky, since its needs to be paid back before debt tranches below it. To make it less risky to the lenders, a shorter maturity helps, usually less than 10 years. Secondly, bank deposits tend to have shorter maturities, so this aligns the cash flows of the bank business. You’ll often see bank debt as the line item “Term Loan A” or “Term Loan B.”

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100
Q

What is LIBOR? How is it often used?

A

The London Interbank Offered Rate tracks the daily interest rates at which banks borrow unsecured funds from banks in the London wholesale money market, and is roughly comparable to the Fed Funds rate. LIBOR is used as a reference rate for several financial instruments, such as interest rate swaps or forward rate agreements, and they provide the basis for some of the world’s most liquid and active interest rate markets.

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101
Q

What is a PIK?

A

As previously noted in the accounting chapter, PIK stands for “paid in kind,” another important non-cash item, which refers to interest or dividends is paid by issuing more of the security instead of cash. It can be “toggled on” at a particular time, often times at the option of the issuer. It became popular with PE firms, who could pay more aggressive prices by assuming more debt.

Flipping on PIK may be an indicator that the company is nearing default on interest payments due to lack of cash because of a deteriorating business. It is a dangerous crutch for companies; PIK can dramatically increase the debt burden on the company at a time when it is already showing signs of difficulty with the existing levels.

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102
Q

What is a PIPE?

A

With the cost of credit rising, private investments in public equity, (“PIPEs”), have become more popular. This is an alternative way for companies to raise capital; PIPEs are made by qualified investors (HF, PE, mutual funds, etc.) who purchase stock in a company at a discount to the current market value. The financing structure became prevalent due to the relative cheapness and efficiency in time versus a traditional secondary offering. There are less regulatory requirements as there is no need for an expensive roadshow. The most visible PIPE transaction of 2008: Bank of America’s $2 billion investment in convertible preferreds of mortgage lender Countrywide Financial.

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103
Q

If you put $100 in the bank and got back $2 every year for the next 19 years and then in the 20th year, received $102, what is your IRR?

A

2 percent. The duration of the investment does not matter.

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104
Q

What is a coverage ratio? What is a leverage ratio?

A

Coverage ratios are used to determine how much cash a company has to pay its existing interest payments. This formula usually comes in the form of EBITDA/interest. Leverage ratios are used to determine the leverage of a firm, or the relation of its debt to its cash flow generation. There are many forms of this ratio. A standard leverage ratio would be debt/EBITDA or net debt/EBITDA. Debt/equity is another form of a leverage ratio; it measures the relation of debt to equity that a company is using to finance its operations.

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105
Q

How do you think about the credit metric: (EBITDA – Capex)/interest expense?

A

It represents how many times a company can cover its interest burden while still being able to reinvest into the company.

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106
Q

You have a company with $100 million in sales. Which makes the biggest impact? A) Volume increases by 20 percent B) price increases by 20 percent C) expenses decrease by $15 million.

A

The answer is B) price by 20 percent. Think about how EBITDA is affected by all three scenarios. It’s not C because EBITDA will only increase by $15 million. Volume will increase the revenue to $120 million but variable costs will increase proportionally. By increasing price, you will capture the entire $20 million impact.

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107
Q

If a company’s revenue grows by 10 percent, would its EBITDA grow by more than, less than or the same percent?

A

Unless there are no fixed costs, EBITDA will grow more. This is because fixed costs will stay the same, so total costs will not increase as much as revenue. Note this is similar to the previous question, but now looking at it in terms of percentage.

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108
Q

Why should the fair market value of a company be the higher of its liquidation value and its going-concern value?

A

Liquidation value is the amount of money that a firm could quickly be sold for immediately, usually at a discount. The fair market value, the rightful value at which the assets should be sold, is higher. Basically a liquidation value implies the buyer of the assets has more negotiating power than the seller, while fair market value assumes a meeting of the minds. The going-concern value is the firm’s value as an operating business to a potential buyer, so the excess of goingconcern value over liquidation value is booked as goodwill in acquisition accounting. If positive goodwill exists, i.e., the company has intangible benefits that allow it to earn better profits than another company with the same assets; the going-concern value should be higher than the fair market value.

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109
Q

How will a decrease in financial leverage affect a company’s cost of equity capital, if at all?

A

A decrease in financial leverage lowers the beta which lowers the cost of equity capital. With less debt, the firm has a reduced risk of defaulting. This change causes equity investors to expect a lower premium for their investments and therefore reduce the cost of equity.

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110
Q

Which corporate bond would have a higher coupon, a AAA or a BBB? What are the annual payments received by the owner of a five year zero coupon bond?

A

The corporate bond with a rating of BBB will have a higher coupon because it is perceived to have a higher risk of defaulting. To compensate investors for this higher perceived risk, lower rated bonds offer higher yields. The owner of a fiveyear zero coupon bond receives no annual payments. Instead, the owner will pay a discount upfront and then receive the face value at the time of maturity.

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111
Q

Let’s say that I have a bond with a 5 percent coupon. What happens to the market price when the prevailing interest rates rise to 8 percent? How are the coupons affected?

A

When the prevailing interest rates rise to 8 percent, the market price of the coupon bond decreases. This happens because the investor can obtain a higher interest rate on the market than what the bond is currently yielding. To make the bond appealing to potential investors, the market price decreases. This causes the bond’s return to increase at maturity as a means of compensating for the decreased value of coupon payments. The coupons themselves remain constant; the new market price instead balances the yield to keep it neutral with the current market.

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112
Q

What’s the difference between IRR, NPV and payback?

A

IRR measures the return per year on a given project and is the discount rate that makes NPV equal to zero. NPV measures whether or not a project can add additional or equal value to the firm based on its associated costs. Payback measures the amount of time it takes for a firm to recoup the initial costs of a project without taking into account the time value of money.

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113
Q

Why would a company repurchase its own stock? What signals (positive and negative) does this send to the market?

A

A company repurchases its own stock if it perceives the market is undervaluing its equity. Since the management has more information on the company than the general public, when the management perceives the company as undervalued, it sends a creditable signal to the rest of the market.

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114
Q

If you were to advise a company to raise money for an upcoming project, what form would you raise it with (debt versus equity)?

A

The right answer is “it depends.” First and foremost, companies should seek to raise money from the cheapest source possible. However, there might exist certain conditions, limitations or implications of raising money in one form or another. For example, although the cheapest form of debt is typically the most senior (corporate loans), the loan market might not have any demand. Or the company might not have the cash flow available to make interest payments on new debt. Or the equity markets might better receive a new offering from this company than the debt markets. Or the cost of raising an incremental portion of debt might exceed that of raising equity. All of this should be considered when answering this question. Be prepared to ask more clarifying questions—your interviewer will most likely be glad you did.

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115
Q

Why would a company issue preferred over common stock?

A

Preferred stock is effectively a hybrid between common stock and bonds.

(1) Receive fixed dividend payments similar to a bond. However, preferred dividends can be changed.
(2) Receive preferential status over common stock in a bankruptcy situation
(3) Viewed as cheaper than common stock as it has more advantages
(4) Can be set up to be viewed as equity for credit rating agencies and as debt for tax authorities
(5) Preferred shareholders usually have limited voting rights – but their approval must be received before changing anything that affects their claim

116
Q

Why might a company issue debt over equity?

A

(1) Debt tax shield
(2) Low interest rates and/or depressed stock price
(3) Debt is “cheaper” than equity (rD < rE)
(4) Firm has stable cash flows and can handle the fixed cash expenditures required
(5) Firm wants to keep all the upside of the investment (i.e. what you use the funds for) for itself and not dilute ownership
(6) Company wants to change its capital structure in some way

However, some companies cannot float bonds b/c leverage ratio is too high or debt too costly. Companies usually can’t borrow more than 3 ½ times earnings

117
Q

What are some reasons why a company might tap the high-yield market?

A

Companies with low credit ratings are unable to access investment grade investors and would have to borrow at higher rates in the high-yield markets. Other companies might have specific riskier investments that they must pay a higher cost of capital for.

118
Q

What is the relationship between a bond’s price and its yield?

A

They are inversely related. That is, if a bond’s price rises, its yield falls and vice versa. Simply put, current yield = interest paid annually/market price * 100 percent.

119
Q

What are the factors that affect option pricing?

A

An option conveys the right, but not obligation, to engage in a future transaction on some underlying security. There are several factors that influence an option’s premium, which is intrinsic value plus time value. A change in the price of the underlying security either increases or decreases the value of an option, and the price changes have an opposite effect on calls and puts. The strike price determines whether the option has intrinsic value, and it generally increases as the option becomes further in the money. Time influences option pricing because as expiration approaches, the time value of the option decreases. A security’s volatility impacts the time value of a premium, and higher volatility estimates generally result in higher option premiums for both puts and calls alike. Finally, dividends and the current risk-free interest rate have a small effect known as the “cost of carry” of shares in an underlying security.

120
Q

Explain put-call parity.

A

It demonstrates the relationship between the price of a call option and a put option with an identical strike price and expiration date. The relationship is derived using arbitrage arguments, and shows that a portfolio of call options and x amount of cash equal to the PV of the option’s strike price has the same expiration value as a portfolio comprising the corresponding put option and the underlying option. The parity shows that the implied volatility of calls and puts are identical. Also, in a delta-neutral portfolio, a call and a put can be used interchangeably.

121
Q

Say you have a normal bond that you buy at par and you get the face amount at maturity. Is that most similar to buying a put, selling a put, buying a call or selling a call?

A

You can liken it to selling a put because if the stock decreases in value, you lose money, like a bond defaulting. But if its neutral, you’re neutral in both cases.

122
Q

You have a company with $500 million of senior debt and $500 million of junior debt. The senior debt has an interest rate of L+ 500 and, in default, would recover 70 percent; the junior debt would recover 30 percent in default. What should the interest rate be on the junior debt?

A

Loss on default * Probability of default = incremental interest that needs to be paid. So 70 percent loss * 5 percent probability (an assumption you have to make) = 350 basis points over the senior debt or L + 850.

123
Q

What if this was an LBO scenario and you had a sponsor putting in 500 million of equity?

A

The company would be less risky because it has more liquidity now.

124
Q

A company has $10 million of cash and $1 million of shares, nothing else. What’s its stock price?

A

Stock price is value/shares so $10 million/1 million, which is a stock at $10 per share.

125
Q

What if the company wins $10 million in the lotto?

A

The company doubled its cash and thus its value. Now it’s up to $20 per share.

126
Q

What if the company uses the lotto money to repurchase shares at $25/share? What’s the share price today if the repurchase is in one month?

A

The stock should be worth $20/share today. With $10 million buying $25/share, you can repurchase 0.4 million shares. You have 1 million - 0.4 million= 0.6 million shares left. The 0.4 shares are worth $25/share because that was what was paid for them. The remaining 0.6 shares are worth the remaining value/remaining shares, which is $10 million/0.6 million = $16.67/share. If you weight the two shares, $16.67 * 60% + $25 * 40%, then your total share price is $20.

127
Q

What kind of stocks would you issue for a startup?

A

A startup typically has more risk than a well-established firm. The kind of stocks that one would issue for a startup would be those that protect the downside of equity holders while giving them upside. Hence the stock issued may be a combination of common stock, preferred stock and debt notes with warrants (options to buy stock).

128
Q

When should a company buy back stock?

A

When it believes the stock is undervalued and believes it can make money by investing in itself. This can happen in a variety of situations. For example, if a company has suffered some decreased earnings because of an inherently cyclical industry (such as the semiconductor industry), and believes its stock price is unjustifiably low, it will buy back its own stock. On other occasions, a company will buy back its stock if investors are driving down the price precipitously. In this situation, the company is attempting to send a signal to the market that it is optimistic that its falling stock price is not justified. It’s saying: “We know more than anyone else about our company. We are buying our stock back. Do you really think our stock price should be this low?”

129
Q

Is the dividend paid on common stock taxable to shareholders? Preferred stock? Is it tax deductible for the company?

A

The dividend paid on common stock is taxable on two levels in the U.S. First at the firm level, as a dividend comes out from the net income after taxes (i.e., the money has been taxed once already) and then at the shareholder level. The shareholders are taxed for the dividend as ordinary income (O.I.). Dividend for preferred stock is treated as an interest expense and is tax-free at the corporate level.

130
Q

When should a company issue stock rather than debt to fund its operations?

A

There are several reasons for a company to issue stock rather than debt. The first is if it believes its stock price is inflated, and it can raise money (on very good terms) by issuing stock. The second is when the projects for which the money is being raised may not generate predictable cash flows in the immediate future. A simple example of this is a startup company. The owners of startups generally will issue stock rather than take on debt because their ventures will probably not generate predictable cash flows, which is needed to make regular debt payments, and also so that the risk of the venture is diffused among the company’s shareholders. A third reason for a company to raise money by selling equity is if it wants to change its debt-to-equity ratio. This ratio in part determines a company’s bond rating. If a company’s bond rating is poor because it is struggling with large debts, they may decide to issue equity to pay down the debt.

131
Q

Why would an investor buy preferred stock?

A

(1.) An investor that wants the upside potential of equity but wants to minimize risk would buy preferred stock. The investor would receive steady interest-like payments (dividends) from the preferred stock that are more assured than the dividends from common stock. (2.) The preferred stock owner gets a superior right to the company’s assets should the company go bankrupt. (3.) A corporation would invest in preferred stock because the dividends on preferred stock are taxed at a lower rate than the interest rates on bonds.

132
Q

Why would a company distribute its earnings through dividends to common stockholders?

A

Regular dividend payments are signals that a company is healthy and profitable. Also, issuing dividends can attract investors (shareholders). Finally, a company may distribute earnings to shareholders if it lacks profitable investment opportunities.

133
Q

You are in the board of directors of a company and own a significant chunk of the company. The CEO, in his annual presentation states that the company’s stock is doing as it has gone up 20% in the last 12 months. Is the company’s stock doing well?

A

Another “trick” stock question that you should not answer too quickly. First, ask what the Beta of the company is. (Remember, the Beta represents the volatility of the stock with respect to the market.) If the Beta is 1 and the market (i.e. the Dow Jones Industrial Average) has gone up 35%, the company actually has not done too well in the stock market.

134
Q

Who is a more senior creditor, a bondholder or stockholder?

A

The bondholder is always more senior. Stockholders (including those who own preferred stock) must wait until bondholders are paid during a bankruptcy before claiming company assets.

135
Q

When would you write a call option on Disney stock?

A

When you expect the price of Disney stock to fall (or stay the same). Because a call option on a stock is a bet that the value of the stock will increase, you would be willing to “write” (sell) a call option on Disney stock to an investor if you believed Disney stock would not rise. (In this case, the profit you would make would be equal to the option premium you received when you sold the option.)

136
Q

Explain how a swap works.

A

A swap is an exchange of future cash flows. The most popular forms include foreign exchange swaps and interest rate swaps. They are used to hedge volatile rates, such as currency exchange rates or interest rates.

137
Q

If I gave you $100 for 10 years or $1000 today, which option would you choose?

A

Annuity formula – (C/r)[1 – 1/(1+r)^n]

$1,000 today because $1,000 > $614

(100/0.1)[1 – 1 /(1 + 0.1)^10] = 1000(1 – 1/2.59) = $614

138
Q

Say I hold a put option on Amazon.com stock with an exercise price of $250, the expiration date is today, and Amazon is trading at $220. About how much is my put worth, and why?

A

Your put is worth about $30, because today, you can sell a share of stock for $250, and buy it for $220. (If the expiration date were in the future, the option would be more valuable, because the stock could conceivably drop more.)

139
Q

When would a trader seeking profit from a long-term possession of a future be in the “long position”?

A

The trader in the long position is committed to buying a commodity on a delivery date. She would hold this position if she believes the commodity price will increase.

140
Q

What is the difference between basic and fully diluted shares?

A

Basic = number of common shares outstanding today
Fully Diluted = common shares outstanding + outstanding stock options, warrants, convertible preferred stock, or convertible debt that can be exercised – repurchased shares with proceeds from exercised options

141
Q

A company has had positive EBITDA for the past ten years, but it recently went bankrupt. How could this happen?

A

(1) Company is spending too much on capex and is cash flow negative
(2) Company has very high interest expense and is no longer able to afford its debt
(3) Company’s debt all matures on one date and is unable to refinance it due to a credit crunch. Company runs out of cash completely when paying back the debt
(4) Significant one-time charges (e.g. litigation) that are high enough to bankrupt a company

142
Q

When should a company issue stock rather than debt to fund its operations?

A

(1) If the company believes that its stock price is inflated, it can issue stock and receive a high price for the shares
(2) If the projects for which the money is being raised do not generate predictable cash flows in the immediate future, the company may have difficulty paying consistent coupon payments required by the issuance of debt
(3) The company could also choose to issue stock if it wants to adjust the D/E ratio of their capital structure

143
Q

Which is less expensive, debt or equity?

A

Debt is less expensive for two reasons. (1) Interest on debt is tax deductible (DTS) (2) Debt is senior to equity in a firm’s capital structure; thus, debt is less risky and earns a lower return

144
Q

Why is debt less expensive than equity?

A

Interest rates on debt are usually lower than the cost of equity

(1) Interest on debt is tax deductible (hence 1-T in WACC calculation
(2) Debt is senior in the cap structure (thus, less risky)

145
Q

If you were to advise a company to raise money for an upcoming project, in what form would you raise the money?

A

It depends. Companies should seek to raise money from the cheapest source possible. However, there might be certain conditions, limitations or implications of raising money in one form or another.

(1) Although the cheapest form of debt is typically the most senior (corporate loans), the loan market might not have any demand for a company to issue a new loan
(2) Or equity markets might receive a new offering from this company more than the debt markets (thus, equity is cheaper)
(3) Or cost of raising an incremental portion of debt may exceed that of raising equity

146
Q

What is meant by the current ratio? Quick ratio?

A

Current ratio – ability of a company to pay its short-term obligations (higher = better)
Current ratio = current assets / current liabilities

Quick ratio – does not include inventory as it is not a liquid current asset
Quick ratio = (Current assets – inventory) / Current liabilities

147
Q

What is a proxy statement?

A

It is a document that a company is required to file with the SEC when soliciting shareholder votes. It includes info on voting procedures, background info about the company’s nominated board of directors, company’s board of directors’ and executives’ compensation and breakdown of all fees paid to advisor

148
Q

When should an investor buy preferred stock?

A

(1) Upside potential. Investor wants the upside of potential equity
(2) Dividend. Investor wants to limit risk in the form of a dividend. Investor receives steady, interest-like payments that are more secure than the dividends from common stock.
(3) Seniority. Investor receives a superior right to the company’s assets should the company go bankrupt (though still less than debtholders)

149
Q

Describe the IPO process?

A

(1) Meet with banks and provide basic information (financial details, industry overview, customer base)
(2) Meet with other bankers and lawyers in order to draft S-1 registration statement, which describes the company’s business and markets to investors
(3) Road show – present the company to institutional investors
(4) Firm begins trading on an exchange once you have raised capital from investors

150
Q

What is arbitrage?

A

Instantaneous buying/selling of two related assets in order to capture a guaranteed profit from trade – taking advantage of temporary price differences.

Occurs when two assets are inaccurately priced by the markets and since today’s markets are so fast, usually only traders with sophisticated computer software can really scan the investment community, identify, and take advantage of arbitrage opportunities since they often only exist for a matter of seconds

151
Q

What is operating leverage?

A

Percentage of a company’s costs that are fixed vs variable. A firm whose costs are mostly fixed has a high level of operating leverage, which implies that it does not have a lot of flexibility

152
Q

Describe a typical company’s capital structure.

A

A firm’s capital structure is a combination of debt and equity. It includes permanent, long-term financing of a company, including long-term debt, preferred stock and common stock. A firm’s capital structure represents the order in which contributors to the capital structure are paid back, and the order in which they have claims on the company’s assets should the company liquidate.

*Note: Key to understanding the underlying risk/reward of different types of investments in a business

(1) Senior Secured Debt – corporate loans and bonds; first to be paid off in the event of a bankruptcy; secured by the assets of the company
(2) Senior Unsecured Debt – corporate loans and bonds
(3) Mezzanine Debt –
(4) Subordinated Debt –
(5) Preferred stock – combo of debt and equity; has opportunity for appreciation in value; pays out consistent dividend that is not tied to the market price of the stock
(6) Common stock – traded on exchanges; last right to the assets in the event of liquidation; highest level of risk and thus highest return

153
Q

What is an IPO and what are its pros and cons?

A

First sale of the stock in a previously private company in the public markets.

Pros: (1) raise capital (2) cash out for investors (3) employee compensation
Cons: (1) sharing future profit with public investors (2) loss of confidentiality (3) loss of control (4) IPO expenses to investment bankers (5) legal liabilities

154
Q

What are the key differences between senior and subordinated debt?

A

Senior debt or bank debt: (1) low cost (2) floating rate (3) secured by all assets (4) yearly amortization of principal (5) maintenance covenant

Subordinated or high yield debt: (1) high cost (2) fixed rate (3) unsecured

155
Q

What are the characteristics of a value stock?

A

(1) Well-established, high dividend paying companies (2) Low EPS (3) Undervalued assets and earnings potential
e. g. Exxon Mobil

156
Q

What are the characteristics of a growth stock?

A

(1) Industry leaders that are expected to prosper and exceed expectations (2) above average revenue and earnings growth (3) stock trades at high price over LTM

157
Q

What could a company do with excess cash on its balance sheet?

A

While at first you may think that having a lot of cash on hand would be a good thing, especially in this economy, there is an opportunity cost to holding cash on the balance sheet.

A company should have enough cash to protect itself from bankruptcy in the event of an economic downturn, but above that level, the cash should be used somehow
(1) reinvest into the firm (eg PPE, employees, marketing) (2) pay out excess cash as dividend to shareholders (3) pay off debt (4) repurchase stock (5) buying out competitor, supplier or distributor

  • Most growing companies will tend to reinvest rather than pay a dividend
  • Stock repurchases boost EPS and signal management’s positive expectations
158
Q

What are the differences between a strategic and financial buyer?

A

Strategic buyer – company A intends to purchase company B in order to benefit from possible synergies and increased projected FCF. Purchase price includes a premium
Financial buyer – traditionally a group of investors (eg PE fund) acquire company B purely as an investment, earning a healthy IRR on its investment. Purchase price is backed out from a set IRR

159
Q

How are bonds priced?

A

Bonds are priced based on the net present value of all future cash flows expected from the bond.

160
Q

How would you value a perpetual bond that pays you $1,000 a year in coupons?

A

Divide the coupon by the current interest rate. For example, a corporate bond with an interest rate of 10% that pays $1,000 a year in coupons would be worth $10,000.

161
Q

When should a company issue debt instead of issuing equity?

A

First, a company needs a steady cash flow before it can consider issuing debt (otherwise, it can quickly fall behind interest payments and eventually see its assets seized). Once a company can issue debt, it will do so for a couple of main reasons.

If the expected return on equity is higher than the expected return on debt, a company will issue debt. For example, say a company believes that projects completed with the $1 million raised through either an equity or debt offering will increase its market value from $4 million to $10 million. It also knows that the same amount could be raised by issuing a $1 million bond that requires $300,000 in interest payments over its life. If the company issues equity, it will have to sell 20% of the company ($1 million / $4 million). This would then grow to 20% of $10 million, or $2 million. Thus, issuing the equity will cost the company $1 million ($2 million - $1 million). The debt, on the other hand, will only cost $300,000. The company will therefore choose to issue debt in this case, as the debt is “cheaper” than the equity.

Also, interest payments on bonds are tax deductible. A company may also wish to issue debt if it has taxable income and can benefit from tax shields.

162
Q

What major factors affect the yield on a corporate bond?

A

The short answer: (1) interest rates on comparable U.S. Treasury bonds, and (2) the company’s credit risk. A more elaborate answer would include a discussion of the fact that corporate bond yields trade at a premium, or “spread,” over the interest rate on comparable U.S. Treasury bonds. (For example, a five-year corporate bond that trades at a premium of 0.5%, or “50 basis points,” over the five-year Treasury note is priced at “50 over.”) How large this “spread” is depends on the company’s credit risk: the riskier the company, the higher the interest rate the company must pay to convince investors to lend it money and, therefore, the wider the spread over U.S. Treasuries.

163
Q

If you believe interest rates will fall, which should you buy: a 10-year coupon bond or a 10-year zero coupon bond?

A

The 10-year zero coupon bond. A zero coupon bond is more sensitive to changes in interest rates than an equivalent coupon bond, so its price will increase more if interest rates fall.

164
Q

Which is riskier: a 30-year coupon bond or a 30-year zero coupon bond?

A

A 30-year zero coupon bond. Here’s why: A coupon bond pays interest semi-annually, then pays the principal when the bond matures (after 30 years, in this case). A zero coupon bond pays no interest, but pays one lump sum upon maturity (after 30 years, in this case). The coupon bond is less risky because you receive some of your money back before over time, whereas with a zero coupon bond you must wait 30 years to receive any money back. (Another answer: The zero coupon bond is more risky because its price is more sensitive to changes in interest rates.)

165
Q

What is The Long Bond trading at?

A

The Long Bond is the U.S. Treasury’s 30-year bond. In particular for sales & trading positions, but also for corporate finance positions, interviewers want to see that you’re interested in the financial markets and follow them daily.

166
Q

If the price of the 10-year Treasury note rises, does the note’s yield rise, fall or stay the same?

A

Bond yields move in the opposite direction of bond prices. Therefore, if the price of a 10-year note rises, its yield will fall.

167
Q

If you believe interest rates will fall, should you buy bonds or sell bonds?

A

Since bond prices rise when interest rates fall, you should buy bonds. 10. How many “basis points” equal ? percent?
Bond yields are measured in “basis points,” which are 1/100 of 1%. 1% = 100 basis points. Therefore, ? percent = 50 basis points.

168
Q

Why can inflation hurt creditors?

A

Think of it this way: If you are a creditor lending out money at a fixed rate, inflation cuts into the percentage that you are actually making. If you lend out money at 7% a year, and inflation is 5%, you are only really clearing 2%.

169
Q

How would the following affect the interest rates? U.S. bombers attack Iraq (again). The President is impeached and convicted.

A

While it can’t be said for certain, chances are that these kind of events will lead to fears that the economy will go into recession, so the Fed would want to balance that by giving expansionary signals and lowering interest rates.

170
Q

What does the government do when there is a fear of hyperinflation?

A

The government has fiscal and monetary policies it can use in order to control hyperinflation. The monetary policies (the Fed’s use of interest rates, reserve requirements, etc.) are discussed in detail in this chapter. The fiscal policies include the use of taxation and government spending to regulate the aggregate level of economic activity. Increasing taxes and decreasing government spending slows down growth in the economy and fights inflationary fears.

171
Q

How would you value a perpetual zero coupon bond?

A

The value will be zero. A zero coupon doesn’t pay any coupons, and if that continues on perpetually, when do you get paid? Never - so it ain’t worth nothing!

172
Q

Let’s say a report released today showed that inflation last month was very low. However, bond prices closed lower. Why might this happen?

A

Bond prices are based on expectations of future inflation. In this case, you can assume that traders expect future inflation to be higher (regardless of the report on last month’s inflation figures) and therefore they bid bond prices down today. (A report which showed that inflation last month was benign would benefit bond prices only to the extent that traders believed it was an indication of low future inflation as well.)

173
Q

If you have two high-yield bonds with identical coupons and maturities, one from a supermarket and one from a high tech company, which one would you buy and why?

A

Buy the Supermarket b/c less default risk

174
Q

Why do companies pay out dividends?

A

(1) Stable companies tend to pay out dividends, whereas growth companies tend to reinvest earnings
(2) Build goodwill with shareholders by returning money to them if the company has no projects to pursue

175
Q

What does the yield curve look like? Why?

A

Yield curve is a visual representation of the term structure of interest rates. Upward sloping – three theories on what the shape tells us:

(1) Expectations Theory – the hypothesis that long-term interest rates contain a prediction of future short-term interest rates. Expectations theory postulates that you would earn the same amount of interest by investing in a one-year bond today and rolling that investment into a new one-year bond a year later compared to buying a two-year bond today.
(2) Liquidity Preference Theory – The idea that investors demand a premium for securities with longer maturities, which entail greater risk, because they would prefer to hold cash, which entails less risk. The more liquid an investment, the easier it is to sell quickly for its full value
(3) Market Segmentation – different investors have different preferences so each trades separately.

Approximately: curve is flat for next six months. 
1M: 1.2%
1YR: 1.7%
10YR: 2.5%
30YR: 2.8%
176
Q

How do you know if a firm might be a credit risk?

A

(1) International / political risks
(2) Industry risk (e.g. increased competition)
(3) Company specific risks (e.g. mgmt)
(4) Ratio analysis – examine the following vs industry norms
Short Term
-Current ratio – Current Assets / Current Liab
-Quick ratio (cash + marketable sec + accts rec) / CA
-Inventory Turnover; AR Turnover; AP Turnover
Long-term
-Debt/Equity
-Interest Coverage (most important) EBITDA / Interest Expense

177
Q

What reasons for a valuation analysis?

A

(1) Buy-side engagement
(2) Sell-side engagement
(3) Divestitures
(4) Fairness opinion
(5) Hostile defense
(6) IPO
(7) Credit purposes
(8) Equity research or portfolio management

178
Q

What are the four main valuation methodologies?

A

(1) Comparable company analysis: provides the company’s implied value in the public equity markets through analysis of comparable companies’ trading and operating statistics; median multiple from comparable set multiplied by the operating metric of the company you are valuing
* Usually a discount of 10% to 40% is applied to private companies due to the lack of liquidity of their shares

(2) Precedent transaction analysis: median multiple paid in past M&A transactions similar to the current deal multiplied by the operating metric of the company you are valuing
* Results in the highest valuation because it includes a control premium that a company will pay for the assumed synergies

(3) DCF analysis: value of the company equals the cash flows the company can produce in the future. An appropriate discount rate is used to calculate a net present value of projected cash flows
(4) LBO: assuming a given IRR (usually 20% to 30%), what would a financial buyer be willing to pay? Usually provides a floor valuation. Determine that max value you can pay using maximum leverage, which can also help assess amount of initial debt possible

179
Q

Discuss why one technique may be a more accurate assessment of value than another?

A

Market valuation might not necessarily be fair. As a result, you might consider using other techniques to determine the fair value of a company

(1) Comparable companies – appropriate when you expect convergence to more efficient valuations in the market
Pros:
-Primary measure for IPOs
-Based on publicly available info
-Market efficiency implies that the trading valuation should reflect all available info (e.g. risk, trends, etc.)

Cons:

  • Difficult to find truly comparable companies
  • Does not include control premium or synergies
  • Not good for thinly traded stocks
  • Stock market includes a lot of speculation that may be irrational

(2) Precedent transactions – appropriate for transactions involving control stakes
Pros:
-Primary measure for M&A because it includes control premium
-Trends become clear (i.e. a lot of deals suggests industry consolidation)

Cons:

  • Not enough relevant data points
  • Degree of comparability is questionable
  • Market cycles and volatility may affect valuations
  • Not forward looking

(3) DCF – appropriate for longer holding periods
Pros:
-UFCF is relatively free of accounting manipulations
-Good rough estimate
-No market volatility

Cons:

  • Number of assumptions makes this method problematic (constant D/E, TY value, growth, etc)
  • Heavily dependent on cash flow projections
  • Forecasting the future is an imperfect methodology
  • Management tends to overestimate projections
  • Heavy reliance on TY value
180
Q

Of the four main valuation methodologies, which ones are likely to result in higher/lower value?

A

Precedent Transactions (M&A comps) – is likely to give a higher valuation than the Comparable Company methodology. This is because when companies are purchased, the target’s shareholders are typically paid a price that is higher than the target’s current stock price. Technically speaking, the purchase price includes a “control premium” (~20%). Valuing companies based on M&A transactions (a control based valuation methodology) will include this control premium and therefore likely result in a higher valuation than a public market valuation (minority interest based valuation methodology). If the buyer believes it can achieve synergies with the merger, then the buyer may pay more. This is known as the synergy premium.

DCF – Although it is difficult to generalize, the DCF analysis will also likely result in a higher valuation than the Comparable Company analysis because DCF is also a control based methodology (meaning you select the assumptions that determine the value) and because most projections tend to be pretty optimistic. Whether DCF will be higher than Precedent Transactions is debatable but is fair to say that DCF valuations tend to be more variable because the DCF is so sensitive to a multitude of inputs or assumptions.

Comparable Companies – based on other similar companies and how they are trading in the market and no control premium or synergies

LBO – Between LBOs and DCFs, the DCF should have a higher value because the required IRR (cost of equity) of an LBO should be higher than the public markets cost of equity in WACC for the DCF. The DCF should be discounted at a lower rate and yield a higher value than an LBO.

Regardless, all interviewers are looking for you to say that the DCF and precedents yield higher valuations than the other two methodologies for the reasons listed above.

181
Q

What do you think is the best method of valuation?

A

Depends on the situation. Ideally, you’d like to triangulate all three main methods: precedents, trading comps and DCF. However, sometimes there are good reasons to heavily weight one over the others. A company could be fundamentally different from its peers, with a much higher/lower growth rate or risk and projections for future cash flows is very reasonable, which makes a good case to focus on the DCF. Or you may prefer trading comps over precedents because there are few precedents available or the market has fundamentally changed since the time those precedents occurred (i.e., 2006 was an expensive year due to the availability of leverage).

182
Q

How do you use the three main valuation methodologies to conclude value?

A

The best way to answer this question is to say that you calculate a valuation range for each of the three methodologies and then “triangulate” the three ranges to conclude a valuation range for the company or asset being valued. You may also put more weight on one or two of the methodologies if you think that they give you a more accurate valuation. For example, if you have good comps and good precedent transactions but have little faith in your projections, then you will likely rely more on the Comparable Company and Precedent Transaction analyses than on your DCF.

183
Q

How do you determine which valuation method to use?

A

The best way to determine the value of a company is to use a combination of all the methods and zero in on an appropriate valuation. If you have a precedent transaction that you feel is extremely accurate, then you can give that method more weight. If you are extremely confident in your DCF, then you can give that method more weight.

Valuing a company is much more art than it is science.

184
Q

What are some other possible valuation methodologies in addition to the main three?

A

(1) Liquidation valuation – valuing a company’s assets assuming they are sold off and then subtracting liabilities to determine how much capital, if any, is leftover for equity investors
(2) Replacement valuation – valuing a company based on the cost of replacing its assets
(3) LBO Analysis – determining how much a PE firm could pay for a company to hit a target IRR (usually 20-30%)
(4) Sum-of-the-Parts – valuing each division of a company separately and adding them together to reach a combined value

185
Q

When would you use a sum-of-the-parts valuation?

A

When a company has completely unrelated divisions (e.g. General Electric). Use different set of comparable companies for each division, value each one separately and add them together to get a combined value

186
Q

When would you use liquidation valuation?

A

Most common in bankruptcy scenarios and is used to see whether equity holders will receive any capital after the company’s debts have been paid off. It is often used to advise struggling businesses on whether it is better to sell off assets separately or to try and sell the entire company

187
Q

What are some common valuation metrics?

A

PE Ratio – criticized because it includes interest and taxes, which might not be the same post acquisition
TEV / Sales – explains how companies with low profits have such high market caps
TEV / EBITDA – probably the most common valuation metric used in banking
EV / EBIT
P / BV

*Note that the most relevant multiple depends on the industry

188
Q

What is a PE ratio and why do analysts use it?

A

PE Ratio = price per share / earnings per share. Analysts use this figure to look at how the market values a particular company with respect to earnings (LTM or NTM) relative to other comparable companies.

Analysts may also use a PEG ratio (PE / Growth), which adjusts for differences in growth amongst firms.

189
Q

What is the calculation for EPS?

A

EPS = (Net Earnings – Preferred Stock Dividends) / Common Shares

EPS is the portion of a company’s profit allocated to each outstanding share of common stock. It is calculated after paying taxes and after paying preferred stock and bondholders

*Note: fully diluted EPS includes stock options, warrants, and convertible securities, but basic EPS does not count these securities

190
Q

Does preferred stock trade at a discount or premium to common stock and why? Convertibles?

A

Convertible bonds trade at a premium to common stock because investors see value in the convertible nature of the investment. Also, transaction costs for convertibles are frequently less than those for buying common stock, and the duration before a bond can be converted applies upward pressure on the convertible bond

191
Q

Why can’t you use EV/Earnings or Price/EBITDA as valuation metrics?

A

Enterprise Value (EV) equals the value of the operations of the company attributable to all providers of capital. That is to say, because EV incorporates all of both debt and equity, it is NOT dependent on the choice of capital structure (i.e. the percentage of debt and equity). If we use EV in the numerator of our valuation metric, to be consistent (apples to apples) we must use an operating or capital structure neutral (unlevered) metric in the denominator, such as Sales, EBIT or EBITDA. Such metrics are also not dependent on capital structure because they do not include interest expense. Operating metrics such as earnings do include interest and so are considered leveraged or capital structure dependent metrics. Therefore EV/Earnings is an apples to oranges comparison and is considered inconsistent. Similarly Price/EBITDA is inconsistent because Price (or equity value) is dependant on capital structure (levered) while EBITDA is unlevered. Again, apples to oranges. Price/Earnings is fine (apples to apples) because they are both levered.

192
Q

What options would you consider to raise a depressed stock price?

A

(1) Stock repurchase program
(2) Dividend increase
(3) Structural or strategic changes (e.g. M&A, divestitures, etc.)

193
Q

What is the difference between enterprise value and equity value?

A

Enterprise Value represents the value of the operations of a company attributable to all providers of capital (i.e. all investors). Equity Value is one of the components of Enterprise Value and represents only the proportion of value attributable to shareholders (this is the number that the public sees).

194
Q

What is Enterprise Value? What is the formula?

A

Enterprise value is the value of a firm as a whole, to both debt and equity holders. It represents the value of the operations of a company attributable to all providers of capital.

TEV = Market value of equity (MVE) + debt + preferred stock + minority interest - excess cash.

195
Q

How do you calculate the market value of equity?

A

A company’s market value of equity (MVE) equals its share price multiplied by the number of fully diluted shares outstanding.

196
Q

How do you calculate free cash flow to the firm? To equity?

A

To the firm (unlevered free cash flow; debt and equity holders): EBITDA less taxes less capital expenditures less increase in net working capital.

  • Unlevered FCF = EBIT(1 – T) + D&A + Increase in NWC – Capex
  • Use WACC to determine Enterprise Value
To equity (levered free cash flow; equity holders only): Same as firm FCF and then less interest and any required debt amortization.
*Levered FCF = UFCF – Cash Interest – Preferred Dividends +/- issuance or repayment of debt &amp; preferred shares
197
Q

What is FCF?

A

Measure of cash that a company has left over after paying for its existing operations

198
Q

How do you calculate FCF from net income?

A

FCF = Net Income + D&A – Capex – Change in NWC

199
Q

How do you get from EBITDA to unlevered free cash flow?

A

UFCF = EBITDA – EBIT(1 – T) – Capex – Change in NWC

200
Q

What are three pit falls of the WACC method?

A

(1) Assumes a constant capital structure
(2) Difficult to estimate an appropriate growth rate when calculating the TY value
(3) In theory, DCF analysis is for valuing a firm’s projects. It is a stretch to argue that all the projects of the firm (i.e. the whole firm) should be valued the same way.

201
Q

What is the Adjusted Present Value method?

A

(1) Discount projected UFCF using the discount rate for an all-equity firm (rU or the unlevered equity discount rate as derived using CAPM)
(2) Discount the debt tax shield separately. DTS = (T) (rD) (Total Debt for that Year) OR APV approximation = (APV w/o DTS) (T) (D/V)
(3) Add the present value of the cash flows and the debt tax shield

*Note: debt tax shield is the amount of money a company saves by not having to pay taxes on its debt

202
Q

What is the difference between the APV and WACC methods?

A

WACC incorporates the effects of interest tax shields into the discount rate. Typically calculated from actual data from the balance sheet and used for a company with a consistent capital structure over the period of the valuation.

APV adds present value of financing effects to NPV assuming all-equity firm. Useful where costs of financing are complex and capital structure is changing. Use APV for LBOs. The primary shorting coming is that it is difficult to project the cost of financial distress

203
Q

What is the difference between basic shares and fully diluted shares?

A

Basic shares represent the number of common shares that are outstanding today (or as of the reporting date). Fully diluted shares equals basic shares plus the potentially dilutive effect from any outstanding stock options, warrants, convertible preferred stock or convertible debt. In calculating a company’s market value of equity (MVE) we always want to use diluted shares. Implicitly the market also uses diluted shares to value a company’s stock.

204
Q

Why do you subtract cash in the enterprise value formula? Is this method always accurate?

A

In some sense we don’t subtract cash. We are netting it against debt to get net debt.

(1) Cash is considered a non-operating asset
(2) Cash is already implicitly accounted for in the market cap
(3) You can use that cash to pay off some of the debt, or pay yourself a dividend, effectively reducing the purchase price of a company
* In an acquisition, the buyer absorbs the cash of the seller, so it effectively pays less for the company based on how large its cash balance is

This method is not always accurate because when we subtract cash, to be precise, we should specify excess cash. However, we will typically make the assumption that a company’s cash balance (including cash equivalents such as marketable securities or short-term investments) equals excess cash.

205
Q

What is Minority Interest and why do we add it in the Enterprise Value formula?

A

When a company owns more than 50% of another company, U.S. accounting rules state that the parent company has to consolidate its books. In other words, the parent company reflects 100% of the assets and liabilities and 100% of financial performance (revenue, costs, profits, etc.) of the majority-owned subsidiary (the “sub”) on its own financial statements. But since the parent company does not own 100% of the sub, the parent company will have a line item called minority interest on its income statement reflecting the portion of the sub’s net income that the parent is not entitled to (the percentage that it does not own). The parent company’s balance sheet will also contain a line item called minority interest which reflects the percentage of the sub’s book value of equity that the parent does NOT own. It is the balance sheet minority interest figure that we add in the Enterprise Value formula.

Now, keep in mind that the main use for Enterprise Value is to create valuation ratios/metrics (e.g. EV/Sales, EV/EBITDA, etc.) When we take, say, sales or EBITDA from the parent company’s financial statements, these figures due to the accounting consolidation, will contain 100% of the sub’s sales or EBITDA, even though the parent does not own 100%. In order to counteract this, we must add to Enterprise Value, the value of the sub that the parent company does not own (the minority interest). By doing this, both the numerator and denominator of our valuation metric account for 100% of the sub, and we have a consistent (apples to apples) metric.

One might ask, instead of adding minority interest to Enterprise Value, why don’t we just subtract the portion of sales or EBITDA that the parent does NOT own. In theory, this would indeed work and may in fact be more accurate. However, typically we do not have enough information about the sub to do such an adjustment (minority owned subs are rarely, if ever, public companies). Moreover, even if we had the financial information of the sub, this method is clearly more time consuming.

206
Q

Walk me through a Discounted Cash Flow analysis.

A

(1) Project free cash flow for a period of time (e.g. five years)
UFCF = EBIT(1 – T) + D&A – Capex – Change in NWC
*Note that this measure of free cash flow is unlevered or debt-free. This is because it does not include interest and is thus independent of debt and capital structure

(2) Calculate appropriate discount rate, WACC
WACC = (E/V)rE + (P/V)rP + (1 – T)(D/V)rD

(3) Calculate TY Value – predict the value of the company/assets for the years beyond the projection period (e.g. 5 years)
- Terminal Multiple method – more common; take an operating metric for the last projected period (year 5) and multiply it by an appropriate valuation multiple; select appropriate EBITDA multiple by taking what we concluded for our comparable company analysis on a LTM basis
- Gordon Growth (Perpetuity Growth) method – must choose a modest growth rate around average long-term GDP or inflation growth rate (~3%). TY Value = UFCF5(1 + g) / (r – g)

(4) Discount cash flows and TY value back to year 0 using WACC – sum up the present value of the projected cash flows and the present value of the TY value to give us the NPV = DCF value = Enterprise Value
* Note that because we used unlevered cash flows and WACC as our discount rate, the DCF value is a representation of Enterprise Value, not Equity Value.

207
Q

What is WACC and how do you calculate it?

A

It is the discount rate used in a DCF analysis to present value projected free cash flows and TY value. Conceptually, WACC represents the blended opportunity cost to lenders and investors of a company or set of assets with a similar risk profile. It reflects the risk of the whole company

WACC reflects the cost of each type of capital (debt, equity and preferred stock) weighted by the respective percentage of each type of capital assumed for the company’s optimal capital structure.

WACC = (E/V)rE + (1 – T)(D/V)rD + (P/V)rP

  • To estimate the cost of equity, we will typically use CAPM
  • To estimate the cost of debt, we can analyze the interest rates/yields on debt issued by similar companies
  • To estimate the cost of preferred, we can analyze the dividend yields on preferred stock issued by similar companies
208
Q

When is it not appropriate to use DCF analysis?

A

(1) Unstable or unpredictable cash flows (e.g. tech start-ups)
(2) Debt and WC serve fundamentally different role (e.g. banks do not reinvest debt and working capital is a huge part of their balance sheets)

209
Q

How do you calculate the cost of equity?

A

To calculate a company’s cost of equity, we typically use the Capital Asset Pricing Model. The CAPM formula states the cost of equity equals the risk free rate plus the multiplication of Beta times the equity risk premium.

  • rF (for a U.S. company) is generally considered to be yield on 10 or 20 year US Treasury Bond.
  • Beta should be levered and represents the riskiness (equivalently, expected return) of the company’s equity relative to the overall equity markets
  • Equity risk premium is the amount that stocks are expected to outperform the risk free rate over the long-term (6-7%)
210
Q

What is Beta?

A

Beta is a measure of the riskiness or volatility of a stock relative to the market as a whole (e.g. S&P500, Wilshire 5000, etc). Beta is used in the capital asset pricing model (CAPM) for the purpose of calculating a company’s cost of equity.

By definition the “market” has a Beta of one (1.0). So a stock with a Beta above 1 is perceived to be more risky than the market and a stock with a Beta of less than 1 is perceived to be less risky.

Beta < 1: consumer staples, healthcare, utilities, tobacco, petroleum production
Beta > 1: wireless networking, bio-tech, computer software, e-commerce, entertainment

*Note that beta is calculated as the covariance between a stock’s return and the market return divided by the variance of the market return.

211
Q

What effects does debt have on beta?

A

Stocks that have debt are somewhat riskier than stocks without debt because

(1) Increases risk of bankruptcy
(2) Ties up funds that could be used to grow the business
(3) Reduces flexibility of management

212
Q

What is EBITDA?

A

Earnings before interest, taxes, depreciation and amortization. It is used as a proxy for a company’s cash flows. Although it is not useful for equity investing, EBITDA is the most important financial metric in debt investing. It is a good metric for comparing the performance of different firms because it strips out the effects of financing and accounting decisions.

213
Q

When using the CAPM for purposes of calculating WACC, why do you have to unlever and then relever Beta?

A

In order to use the CAPM to calculate our cost of equity, we need to estimate the appropriate Beta. We typically get the appropriate Beta from our comparable companies (often the mean or median Beta). However before we can use this “industry” Beta we must first unlever the Beta of each of our comps. The Beta that we will get (say from Bloomberg or Barra) will be a levered Beta.

Recall what Beta is: in simple terms, how risky a stock is relative to the market. Other things being equal, stocks of companies that have debt are somewhat more risky that stocks of companies without debt (or that have less debt). This is because even a small amount of debt increases the risk of bankruptcy and also because any obligation to pay interest represents funds that cannot be used for running and growing the business. In other words, debt reduces the flexibility of management which makes owning equity in the company more risky.

Now, in order to use the Betas of the comps to conclude an appropriate Beta for the company we are valuing, we must first strip out the impact of debt from the comps’ Betas (i.e. remove the financial effects of leverage). This is known as unlevering Beta. Unlevered beta shows you how much risk a firm’s equity has compared to the market. Comparing unlevered betas allows an investor to see how much risk he will be taking on by investing in a company’s equity.

After unlevering the Betas, we can now use the appropriate “industry” Beta (e.g. the mean of the comps’ unlevered Betas) and relever it for the appropriate capital structure of the company being valued. After relevering, we can use the levered Beta in the CAPM formula to calculate cost of equity.

*Example: when you have Company A that does not have a beta, you can find comparable Company B, take their levered beta, unlever it, and then relever it using Company A’s capital structure to find its beta

214
Q

What are the formulas for unlevering and levering Beta?

A

Unlevered Beta = Levered Beta / (1 + ((1 - Tax Rate) x (Debt/Equity)))
Levered Beta = Unlevered Beta x (1 + ((1 - Tax Rate) x (Debt/Equity)))

215
Q

How would you calculate the equity (levered) beta of a company?

A

In order to calculate an equity beta, you must perform a regression of the return of the stock vs the return of the market as a whole (e.g. S&P 500). Slope of the regression line is the equity beta.

216
Q

You have two companies and each has a constant EBITDA of $50 in the foreseeable future. One is a manufacturing company and the other is a consulting firm. Which company do you think is more valuable?

A

Assume no interest and constant NWC because the companies are not growing. Tax rate is 50%

Manufacturing:

  • Likely to have depreciation and capital expenditures
  • Beta is likely to be less than one, which leads to a lower cost of equity
  • Has tangible assets that can be used as collateral

Consulting:

  • Not likely to have depreciation and capital expenditures
  • Beta is likely to be above one, which leads to a higher cost of equity
  • Majority of its assets are intangible (e.g. human capital)
217
Q

Walk me through an accretion/dilution analysis.

A

An accretion/dilution analysis (sometimes also referred to as a quick-and-dirty merger analysis) analyzes the impact of an acquisition on the acquirer’s EPS on a standalone basis. Essentially, it is comparing the pro-forma EPS (the “new” EPS assuming the acquisition occurs) against the acquirer’s stand-alone EPS (the “old” EPS of the status quo).

(1) Aggregate the projected net income for the two companies
(2) Plus: pre-tax synergies
(3) Less: interest expense on incremental debt and/or lost interest income from cash used
(4) Less: incremental D&A on write-up of book value
(5) Plus: tax benefits from merger adjustments
(6) Divide the resulting pro forma earnings number by the pro forma fully diluted shares outstanding to arrive at fully diluted pro forma EPS
(7) Calculate the change from pre-deal to post-deal EPS or the accretion/(dilution) percentage

  • Note that the pro-forma share count reflects the acquirer’s share count plus the number of shares to be issued to finance the purchase (in a stock deal)
  • Note that in an all-cash deal, the share count will not change
  • Note that usually, this analysis looks at the EPS impact over the next two years
218
Q

If you merge two companies, what does the pro-forma income statement look like? Discuss whether you can just add each line item for the proforma company. Please start from the top.

A

Revenues and operational expenses can be added together, plus any synergies. Fixed costs tend to have more potential synergies than variable costs. Selling, general and administrative (“SG&A”) expense is another source of synergy, as you only need one management to lead the two merged companies. D&A will increase more than the sum due to financing fees and assets being written up. This brings you to operating income. Any changes in cash will affect your interest income. Interest expense will change based on the new capital structure. New or refinanced debt will change pro-forma interest expense. For rolled over debt, since your cash flows will change, your debt paydown may alter, which also affects interest. Based on all the changes previously, this will obviously cause taxes to differ so you cannot just add the two old tax amounts. Also, if any NOLs are gained, those may offset the new combined taxable income. To summarize, nothing can be simply added together. If you have done EPS accretion/dilution analysis, you can mentally work your way through that to formulate your answer.

219
Q

What is a merger model?

A

A merger model is used to analyze the financial profiles of two companies, the purchase price and how the purchase is made. It is also used to determine whether they buyer’s pro-forma EPS increases or decreases.

220
Q

What is a stock swap?

A

Acquired company agrees to be paid in stock of the new combined company (instead of cash) because it believes in the potential success of the merger.

A stock swap is more likely to occur when the stock market is performing well and the stock price of the acquiring firm is relatively high, giving them something of high value to purchase the target with

221
Q

Which method would a company prefer to use when acquiring another company: cash, stock or debt?

A

Assuming the buyer has unlimited resources, it would always prefer cash because:

(1) Cash is “cheaper” because interest rates on cash are usually less than 5% (i.e. foregone interest on cash is almost always less than additional interest paid on debt for the same amount of cash/debt)
(2) Cash is less risky – no chance that buyer might fail to raise sufficient funds
(3) Stock is usually most expensive and most risky because price fluctuates

222
Q

What factors can lead to the dilution of EPS in an acquisition?

A

A number of factors can cause an acquisition to be dilutive to the acquirer’s EPS, including:

(1) target has negative net income
(2) target’s PE ratio is greater than the acquirer’s
(3) transaction creates a significant amount of intangible assets that must be amortized going forward
(4) increased interest expense due to new debt used to finance the transaction
(5) decreased interest income due to less cash on the balance sheet if cash is used to finance the transaction
(6) low or negative synergies.

223
Q

If a company with a low P/E acquires a company with a high P/E in an all stock deal, will the deal likely be accretive or dilutive?

A

Other things being equal, if the Price to Earnings ratio (P/E) of the acquiring company is lower than the P/E of the target, then the deal will be dilutive to the acquiror’s Earnings Per Share (EPS). This is because the acquiror has to pay more for each dollar of earnings than the market values its own earnings. Hence, the acquiror will have to issue proportionally more shares in the transaction. Mechanically, proforma earnings, which equals the acquiror’s earnings plus the target’s earnings (the numerator in EPS) will increase less than the proforma share count (the denominator), causing EPS to decline.

224
Q

What is goodwill and how is it calculated?

A

Goodwill, a type of intangible asset on the balance sheet, is created in an acquisition and reflects the value (from an accounting standpoint) of a company that is not attributed to its other assets and liabilities.

Goodwill is calculated by subtracting the target’s book value (written up to fair market value) from the equity purchase price paid for the company. In other words, goodwill represents the excess of purchase price over the fair value of the target company’s net identifiable assets.

Excess Purchase Price = Purchase Price – FV of Target’s Net Identifiable Assets

Goodwill has an indefinite life and is therefore not amortized each year. However, it must be tested once per year for impairment. Absent impairment, goodwill can remain on a company’s balance sheet indefinitely.

225
Q

What are the three types of mergers and what are the benefits of each?

A

(1) Horizontal – merger with competitor and will ideally result in synergies
(2) Vertical – merger with supplier or distributor and will likely result in cost cutting
(3) Conglomerate – merger with company in a completely unrelated business and it is most likely done for market or product expansions, or to diversify its product platform and reduce risk exposure

226
Q

What major factors drive mergers and acquisitions?

A

There are a variety of reasons, including:

(1) Depressed valuations
(2) Synergies (e.g. overhead, management, eliminate inefficiencies)
(3) Larger company is more industry defensible (more resilient to downturns or more formidable competitor)
(4) Buyer’s organic growth has slowed or stalled and needs to grow in other ways in order to satisfy Wall Street expectations
(5) Deploy excess cash
(6) CEO of the acquirer wants to be CEO of a larger company, either because of ego, legacy or because he/she will get paid more.
(7) New market presence or new product offering
(8) Consolidate industry
(9) Brand recognition
(10) Acquire certain PPE or intangibles
(11) Financial motives: large NOLs, LBO opportunity, lower cost of capital, debt tax shield, break-up opportunity

227
Q

What are a few reasons why two companies would not want to merge?

A

(1) Operational: synergies that the acquirer hopes to gain may be difficult to realize
(2) Cultural: integration risk with clash of management egos and different cultures
(3) Financial: investment banking fees associated with completing merger can be prohibitively high; dilutive effects if overpaid or synergies not realized

228
Q

How do you calculate fully diluted shares?

A

In order to hypothetically calculate the number of fully diluted shares outstanding, we add the basic number of shares (found on the cover of a company’s most recent 10Q or 10K) and the dilutive effect of employee stock options (found in the notes of the company’s latest 10K). To calculate the dilutive effect of options we typically use the Treasury Stock Method.

Under the TSM, we assume that all in-the-money options (i.e. strike price < current stock price or purchase price), warrants, convertible preferred stock and convertible debt are exercised and that the proceeds from such conversion are used to buy back shares.
Fully Diluted Shares equals the number of basic shares outstanding plus the number of exercisable options (new shares issued) minus the number of shares repurchased using the proceeds from the options that were exercised.

Fully Diluted Shares = Basic Shares Outstanding + In-the-Money Options – ∑[(In-the-Money Options * Weighted Average Exercise Price) / Current Stock Price]

  • Note: If our calculation will be used for a control based valuation methodology (i.e. precedent transactions) or M&A analysis, use all of the options outstanding.
  • Note: If our calculation is for a minority interest based valuation methodology (i.e. comparable companies) we will use only options exercisable.
  • Note that options exercisable are options that have vested while options outstanding takes into account both options that have vested and that have not yet vested.
  • Note: If the exercise price of an option is greater than the share price (or purchase price) then the options are out-of-the-money and have no dilutive effect.
229
Q

What is the concept underlying the Treasury Stock Method?

A

When employees exercise options, the company has to issue the appropriate number of new shares but also receives the exercise price of the options in cash. Implicitly, the company can “use” this cash to offset the cost of issuing new shares. This is why the diluted effect of exercising one option is not one full share of dilution, but a fraction of a share equal to what the company does NOT receive in cash divided by the share price.

230
Q

What are the complete effects of an acquisition?

A

(1) Combined financial statements and possible synergies
(2) Additional interest expense if debt is used
(3) Foregone interest if debt is used
(4) Additional shares outstanding if stock is used
(5) Creation of goodwill
(6) Other intangibles – IPR&D (require additional expense) and deferred revenue write-off (avoid double counting)

231
Q

How is new goodwill calculated?

A

(1) Start with Purchase of equity
(2) Add advisory fees
(3) Add existing goodwill
(4) Subtract book value
(5) Subtract the PP&E step-up
(6) Subtract the newly identified intangibles
(7) Add the deferred tax liability from the step up

232
Q

If you owned a small business and were approached by a larger company about an acquisition, how would you think about the offer and how would you make a decision about what to do?

A

Criteria to consider: (1) Price (2) Form of payment (cash, stock, debt) (3) Future plans of the company vs your own plans (4) Market performance and acquirer’s stock price

233
Q

Give some examples of when you might see a negative book value of equity.

A

(1) You use borrowed money to purchase a lot of PPE that later has to be written down significantly for impairment
(2) Consistent losses

234
Q

Which are more important, revenue or cost synergies?

A

Cost synergies because they are much easier to predict and realize (e.g. geographic overlap, headquarters consolidation, operational efficiencies, etc). Revenue synergies are difficult to predict

235
Q

Company A (PE = 50x) is acquiring Company B (PE = 20x). After completing the acquisition, will Company A’s earnings per share rise, fall or stay the same?

A

This is an example of an accretive merger. The combined company’s EPS will be higher because the acquirer’s PE ratio > target’s PE ratio.

*Note that if all cash or all debt, you cannot determine if the merger is accretive or dilutive because PE multiples are not relevant with no stock issuance.

236
Q

What is a dilutive merger?

A

Combined company’s EPS is lower than the acquiring company’s EPS on a standalone basis.

  • Acquirer PE < Target PE
  • Acquirer pays more for each $ of earnings than the market currently values its own earnings
  • Pro-forma earnings increases less than pro-forma number of shares; acquiring firm must issue proportionately more shares
237
Q

What is an accretive merger?

A

Combined company has higher EPS than the acquiring company’s EPS on a standalone basis.

  • Acquirer PE > Target PE
  • Acquirer pays less for each $ of earnings than the market currently values its own earnings
  • Pro-forma earnings increases more than pro-forma number of shares
238
Q

What are some common anti-takeover tactics?

A

(1) Poison Pill – gives existing shareholders the right to purchase more shares at a discount in the event of a hostile takeover, making the takeover less attractive by diluting the acquirer
(2) Pac-Man Defense – the company which is the target of the hostile takeover turns around and tries to acquire the firm that originally attempted the hostile takeover
(3) White Knight – a company comes in with a friendly takeover offer to the target company, which is being targeted for a hostile takeover
(4) Golden Parachutes – set up lucrative severance packages for management team upon takeover so that it is enormously expensive to force out key executives

239
Q

If Company A purchases Company B, what does the combined balance sheet look like?

A

New balance sheet will be the sum of the two companies’ balance sheets plus the addition of goodwill, which will be an intangible asset to account for any premium paid on top of Company B’s actual assets

240
Q

What is a tender offer?

A

Usually a hostile takeover. Acquiring firm offers to purchase the stock of the target company for a price over the current market price in an attempt to take control of the company without management approval.

241
Q

What are some factors to consider when evaluating a target?

A

(1) Valuation and purchase price
(2) Transaction structure (cash vs stock vs debt)
(3) Strategic fit with the company
(4) Cultural fit with the company (e.g. management team)
(5) Market and industry trends
(6) Regulatory concerns (particularly with international deals)

242
Q

How does an acquisition flow through the financials of the acquirer?

A

In addition to adding the target’s financials to those of the acquirer, we must consider the following changes:

Income Statement:

  • Increase in goodwill amortization expense
  • Increase in interest expense (if debt financed)
  • Decrease in interest income (if cash financed)

Statement of Cash Flows:

  • Lower net income but add back goodwill amortization expense
  • Decrease in investing cash flow for purchase price
  • Increase in financing cash flow (if debt or equity financed)

Balance Sheet:

  • Decrease in cash (if cash used)
  • Increase in goodwill
  • Increase in debt (if debt financed)
  • Increase in equity (if equity financed)
243
Q

What are the main differences between private equity and hedge funds?

A

Both private equity funds and hedge funds are lightly regulated, generally private firms targeting high net worth and institutional investors. Both types of funds are paid an annual management fee (~2%) as well as a performance fee (~20% of gains).

(1) Time horizon. Private equity firms typically invest in longer-term, illiquid assets with the intent to buy, grow and exit these portfolio companies in three to seven years. Hedge fund investments are typically much more liquid and shorter in duration, lasting anywhere from milliseconds to years.
(2) Control. Private equity funds typically make highly concentrated investments by purchasing whole companies. Hedge funds typically make a broader set of short-term investments by purchasing minority stakes in securities (e.g. equities, bonds, derivatives, futures, commodities, foreign exchange, swaps, etc)
(3) Strategy. Private equity funds generally work closely with management to improve operations in order to make the company more valuable. Although hedge funds use many different strategies (long/short equity, credit, macro, arbitrage, etc), many hedge funds prefer to stay in relatively liquid securities so that they can trade out at any point in time in order to lock in their profits
(4) Fee structure. The main difference is that hedge funds tend to take out their performance fees every quarter or every year, whereas private equity funds do not get paid until their investments are exited. This can mean that no performance fees are taken for 5 years or more

244
Q

What is IRR? What is the formula for calculating the IRR of a LBO?

A

IRR is the discount rate that makes the net present value of all cash flows from a particular project equal to zero. IRR is a measure of the return on a fund’s invested equity.

Generally speaking, the higher a project’s IRR, the more desirable it is to undertake the project. As such, IRR can be used to rank several prospective projects a firm is considering. Assuming all other factors are equal among the various projects, the project with the highest IRR would probably be considered the best and undertaken first.

CAGR = [(end equity / beg equity) ^ (1 / years)] – 1

245
Q

Run me through the changes between the existing balance sheet and the pro forma balance sheet in an LBO model.

A

(1) Deduct cash used in transaction
(2) PP&E Step-up
(3) Newly Identified Intangibles
(4) New Goodwill
(5) Capitalized financing fees
(6) New debt + repayment of old debt if any
(7) Deferred tax liability
(8) New common equity

246
Q

Walk me through an LBO analysis.

A

(1) Transaction assumptions (sources and uses)
- Entry multiple and purchase price
- Financing (leverage levels / cap structure)
- Interest rates on debt tranches
- Equity contribution (uses less other sources of financing)

(2) Pro-forma target balance sheet to reflect transaction and new cap structure
- Add new debt, wipe out shareholders’ equity
- Replace with equity contribution
- Adjust cash
- Capitalize financing fees
- Plug goodwill / intangibles

(3) Integrated cash flow model
- Operating assumptions (e.g. revenue growth, margins)
- Pro-forma income statement, balance sheet, statement of cash flows
- Projected available FCF per year
- Required debt repayment each year

(4) Exit assumptions
- Time horizon of investment
- EBITDA exit multiple
- Dividend recapitalization
- Calculate equity returns
- Sensitize results

*Absent dividends or additional equity infusions, the IRR equals the average annual compounded rate at which the PE firm’s original equity investment grows (to its value at the exit).

247
Q

Let’s say you run an LBO analysis and the private equity firm’s return is too low.
What drivers to the model will increase the return?

A

Some of the key ways to increase the PE firm’s return (in theory, at least) include:

(1) EBITDA/Earnings Growth – links to value creation by creating a higher implied exit price and higher cash flow, which can lead to higher dividends and quicker debt repayment
- Organic revenue growth
- Acquisitive revenue growth
- Cost cutting (thus, improved margins)
- Reduced taxation
- Reduce operating leverage (lower fixed costs, higher variable costs)

(2) FCF Generation / Debt Paydown – quick debt paydown with excess cash decreases risk and increases proceeds to equity holders
* Note: operational improvements (e.g. working capital management) increases cash flow available for debt repayment

(3) Multiple uplift – simple arbitrage between the purchase multiple and sale multiple
- Negotiate lower entry multiple
- Increase exit multiple (even with the same earnings, if market conditions become favorable and/or risk decreases, a higher sale price results from a higher multiple)

(4) Increased Gearing – increase in interest-bearing debt, which can amplify the gains (and losses) to equity holders
- Conservative leverage reduces equity contribution and boosts returns

*Note: increased gearing also increases the amount of financial stress on the company being acquired and increases bankruptcy risk

248
Q

What are ways to increase the exit multiple?

A

While we cannot always rely on multiple expansion because it is difficult to control the market, decreased risk results from

(1) Reaching a greater size
(2) Reducing debt
(3) Diversifying the offering
(4) Increasing customer/supplier fragmentation
(5) Implementing exclusive arrangements and contracts
6) Anything else that may lead to more stable earnings.

249
Q

What are the three ways to create equity value

A

1) EBITDA/earnings growth, 2) FCF generation/debt paydown, and 3) multiple expansion.

250
Q

What are the potential investment exit strategies for an LBO fund?

A

(1) Sale (to strategic or another financial buyer)
(2) IPO
(3) Recapitalization (releveraging by replacing equity with more debt in order to extract cash from the company)

251
Q

Advantages of LBO financing?

A

(1) As the debt ratio increases, equity portion shrinks to a level where one can acquire a company by only putting up 20 to 40 percent of the total purchase price.
(2) Interest payments on debt are tax deductible.
(3) By having management investing, the firm guarantees the management team’s incentives will be aligned with their own.

252
Q

What are some characteristics of a company that is a good LBO candidate?

A

The most important characteristic is steady cash flows, because sponsors need to be able to pay off the relatively high interest expense each year.

(1) Strong/predictable CFs – used to pay down acquisition debt
(2) Profitability and limited business risk (e.g. mature, steady, non-cyclical industry; strong, defensible market position w/ high barriers to entry to make cash flows less risky)
(3) Strong management team
(4) Clean balance sheet with low gearing
(5) Low ongoing investments (e.g. capex and R&D requirements)
(6) Limited working capital requirements
(7) Synergies and potential for cost structure reductions
(8) Strong tangible asset that can be used as collateral to raise more debt
(9) Undervalued
(10) Viable exit strategy
(11) Divestible assets

*Note: PE is all about backing a great management team and helping to drive a great business to abnormally high value

253
Q

Due diligence: what industry specific questions would you ask?

A

You might start off with industry questions to determine if it is an industry that the sponsor would want to be in, and then determine how well positioned the company is within that industry. Ask about market rivalry, whether the industry is growing, what the company’s and its competitors respective market shares are, what the primary strategy for product competition (brand, quality, price?) is. Ask whether there are barriers to entry or economies of scale, supplier and buyer power, threat of substitutes, etc.

Porter’s Five Forces

(1) Competitive rivalry
- Perfect competition, oligopoly, or monopoly
- What is the primary strategy for product competition (brand, quality, price)?
- What is market share / fragmentation (# of comps)?
- High fixed costs & low variable costs
- High barriers to exit
(2) Threat of new entry
- Barriers to entry high or low (e.g. capital equipment, technology protection, labor unions, time, cost advantage, specialist knowledge)
- Economies of scale?
- Market fragmentation?
(3) Threat of substitutes
- Is substitution easy and viable?
- Low switching costs
(4) Supplier power
- How many suppliers are there for each key input? Size of each?
- How easy is it for suppliers to drive up prices?
- What is the uniqueness of their product or service, their strength and control over you, the cost of switching from one to another, and so on?
(5) Buyer power
- How many customers are there? Size of each order?
- Differences between services?

Customer

(1) What is the unmet need?
(2) Which segment is being targeted?
(3) Price sensitivity
(4) Motivated by quality or service

Growth of Market

(1) Rate of growth and reason behind it
(2) Sustainability
(3) Cyclicality

External Factors

(1) Regulatory (creating high barriers to entry)
(2) Technology (quick changes making inventory obsolete)
(3) Litigation / public perception (adverse lawsuits, celebrity endorsement)

254
Q

Due Diligence: What firm specific questions would you ask?

A

Then move onto questions about the company’s own operating performance to determine how well positioned the company is within that industry.

(1) Competitive Advantage / SWOT Analysis
- Pricing
- Differentiation (performance, reliability, durability, features, perceived quality and brand)
- Niche / specialty
- Leveragability of skills / technology for entry
(2) Management team and Culture
- Experience and competence (length of tenure, backgrounds)
- Industry connections (strength with buyers / suppliers)
- Equity stake in the business / founders?
- Rigid or fluid culture
- HR issues like union or labor problems?
(3) Supply chain analysis
- Primary activities: R&D -> Inbound logistics -> Operations -> Distribution -> Sales & Marketing -> Services
- Support activities: Co. infrastructure, human resources, info tech
(4) Profitability analysis
- Zero in on growth: How much growth is projected and how much is attributed to growth of the industry versus market share gains? Realistic projections?
- What are the projected financials?
- Opportunities to increase revenue?
(a) Increase prices (differentiation, customer service, brand strength, demand elasticity)
(b) Increase volume (increase market share, move products, improve technology, fundamental growth)
- Opportunities to decrease costs? (concentrate purchasing, overhead reduction, outsource non-core competencies, identify cost drivers, eliminate fixed or variable costs, efficient supply channels, increase economies of scale)
(5) Operating Performance
- What is the resilience of this company to downturns?
- What demographics is the revenue focused in, and how will these demographics change?
- What is the cost structure, how efficient are the supply and distribution chains?
- What’s the proportion of fixed to variable costs?
- How well do you utilize assets?
- Ask about capital expenditures, growth versus maintenance.
- Also ask about how working capital is managed.
- How well do you collect on account receivables or manage accounts payable?
- How much cash is available right now?
- Are there any material, undisclosed off-balance sheet liabilities?
(6) Opportunities:
- Are there non-core or unprofitable assets or business lines?
- Is there opportunity for improvement or rationalization?
- What’s your exit strategy here?
- Is the industry consolidating so that a sale might be made easier?
- What impact will an acquisition and financial leverage have on the operations of the business? Will key customers be spooked?

255
Q

What is a good framework for an investment memorandum?

A

(1) Investment thesis / recommendation (make a decision either way)
(2) Investment positives / major risks
- Five major points
- Mitigating factors
(3) Industry analysis
(4) Company analysis
(5) Key model drivers
(6) Financial summary
- Deal structure
- FCF
- Credit stats
- Multiples
- Returns
- Sensitivities
(7) Areas for further due diligence

256
Q

If I handed you an offering memorandum, what are some of the things you’d think about?

A

(1) Industry analysis: You’d examine at the industry, look for growth opportunities and question whether the sponsor and/or management could capitalize on those opportunities.
(2) Company analysis: You’d try to understand the business as much as possible, especially in operational points like capex, working capital needs, margins, customers, etc.
(3) Valuation: You would think about how you would value the company; areas to unlock value?
(4) Good investment? You would consider if the target meets your criteria for a good LBO candidate
(5) Deal structure: You would wonder what would be appropriate capital structure, and whether it is achievable in the current markets.
(6) Most importantly, you’d think about all the potential risks.

257
Q

Walk me through S&U?

A

Uses: amount of money required to effectuate the transaction

  • Purchase of the company, either of the assets or shares
  • Purchase of the target’s options
  • Refinancing debt
  • Financing fees and transaction costs (banker and lawyer fees)

Sources: from where the money is coming

  • Excess cash used in transaction
  • Tranches of debt (revolver, bank debt, mezzanine preferred stock, subordinated notes, mezzanine debt, seller notes, preferred stock)
  • Proceeds from options exercised at the target
  • Sponsor equity (uses less all other forms of financing)

*Note: amount of debt issued is dependent on state of capital markets and other factors

258
Q

What is a revolving credit facility and what are its characteristics?

A
  • Unfunded Revolver = form of senior bank debt that acts like a credit card for companies and is generally used to help fund a company’s working capital needs
  • A company will “draw down” the revolver up to the credit limit when it needs cash, and repays -the revolver when excess cash is available (there is no repayment penalty).
  • Offers companies flexibility with respect to their capital needs, allowing companies access to cash without having to seek additional debt or equity financing.

Costs:

(1) Interest rate charged on the revolver’s drawn balance
- LIBOR plus a premium that depends on the credit characteristics of the borrowing company.

(2) Undrawn commitment fee
- Compensates the bank for committing to lend up to the revolver’s limit
- Usually calculated as a fixed rate multiplied by the difference between the revolver’s limit and any drawn amount

259
Q

What is bank debt and what are its characteristics?

A

Bank debt is a lower cost-of-capital (lower interest rates) security than subordinated debt, but it has more onerous covenants and limitations.

(1) Typically 30-50% of cap structure
(2) Based on asset value as well as cash flow
(3) LIBOR based (i.e. floating rate) term loan depending on credit characteristics of borrower
(4) 5-8 year payback or maturity with annual amortization often in excess of that which is required (4-5 years)
(5) 2x – 3x LTM EBITDA (varies w/ industry, ratings, and economic conditions)
(6) Secured by all assets and pledge of stock
(7) Maintenance and incurrence covenants

  • Note: existing bank debt of a target must typically be refinanced with new bank debt due to change-of-control covenants
  • Note: depending on the credit terms, bank debt may or may not be repaid early without penalty
  • Note: generally no minimum size requirement
  • Use if company is concerned about meeting interest payments and wants to lower cost option
  • Use if company is planning major expansion / capex and does not want to be restricted by incurrence covenants
260
Q

What forms does bank debt usually take?

A

(1) Revolver
(2) Term Loan A – shorter term (5-7years), higher amortization
(3) Term Loan B – longer term 95-8years), nominal amortization, bullet payment
- Allows borrowers to defer repayment of a large portion of the loan, but is more costly to borrowers than Term Loan A.

261
Q

What are incurrence and maintenance covenants?

A
  • Incurrence: Covenants generally restrict a company’s flexibility to make further acquisitions, raise additional debt, and make payments (e.g. dividends) to equity holders.
  • Maintenance: financial maintenance covenants, which are quarterly performance tests, and is generally secured by the assets of the borrower.
262
Q

What is high-yield debt (sub notes or junk bonds) and what are its characteristics?

A

High-yield debt is so named because of its characteristic high interest rate (or large discount to par) that compensates investors for their risk in holding such debt. This layer of debt is often necessary to increase leverage levels beyond that which banks and other senior investors are willing to provide, and will likely be refinanced when the borrower can raise new debt more cheaply.

(1) Typically 20-30% of cap structure
(2) Generally unsecured
(3) Fixed coupon may be either cash-pay, payment-in-kind (“PIK”), or a combination of both
(4) May be classified as senior, senior subordinated, or junior subordinated
(5) Longer maturity than bank debt (7-10 years), with no amortization and a bullet payment
(6) Incurrence covenants

263
Q

What are the advantages of subordinated debt?

A

(1) A company retains greater financial and operating flexibility with high-yield debt through incurrence, as opposed to maintenance, covenants and
(2) Greater flexibility due to a bullet (all-at-once) repayment of the debt at maturity.
(3) Early payment options typically exist (usually after about 4 and 5 years for 7- and 10-year high-yield securities, respectively), but require repayment at a premium to face value.

264
Q

What is the minimum high-yield debt amount?

A

Public and 144A high yield offerings are generally $150mm or larger; for offerings below this size, assume mezzanine debt. In some case, it may be appropriate to include warrants such that the expected IRR is 17-19% to the bondholder

265
Q

What is mezzanine debt and what are its characteristics?

A

The mezzanine ranks last in the hierarchy of a company’s outstanding debt, and is often financed by private equity investors and hedge funds. Mezzanine debt often takes the form of high-yield debt coupled with warrants (options to purchase stock at a predetermined price), known as an “equity kicker”, to boost investor returns to acceptable levels commensurate with risk.

(1) Can be preferred stock or debt
(2) Convertible into equity
(3) IRRs in the high teens to low twenties on 3-5 year holding period

The debt component has characteristics similar to those of other junior debt instruments, such as bullet payments, PIK, and early repayment options, but is structurally subordinate in priority of payment and claim on collateral to other forms of debt. Like subordinated notes, mezzanine debt may be required to attain leverage levels not possible with senior debt and equity alone.

*Note: For example, regular subordinated debt might have an interest rate of 10%, while a hedge fund investor expects a return (IRR) in the range of 18-25%. To bridge this gap and attract investment by the hedge fund investor, the borrower could attach warrants to the subordinated debt issue. The warrants increase the investor’s returns beyond what it can achieve with interest payments alone through appreciation in the equity value of the borrower.

266
Q

What are seller notes and what are their characteristics?

A

A portion of the purchase price in an LBO may be financed by a seller’s note.

In this case, the buyer issues a promissory note to the seller that it agrees to repay (amortize) over fixed period of time. The seller’s note is attractive to the financial buyer because it is generally cheaper than other forms of junior debt and easier to negotiate terms with the seller than a bank or other investors. Also, the acceptance of a seller’s note by the seller signals the seller’s faith and confidence in the business being sold.

However, seller financing may be unattractive to the seller because the seller retains the risks associated with the business without having any control over it. Moreover, the seller’s receipt of proceeds from the sale is delayed.

267
Q

What are the ways in which a company can spend available cash/FCF?**

A

(1) Pay down debt
(2) issue dividends
(3) buy back stock
(4) invest in the business (capital expenditures)
(5) engage in acquisitions

268
Q

Given that there is no multiple expansion and flat EBITDA, how can you still generate a return?

A

(1) Leverage
- Improve tax rate
- Pay down debt
- Reduce interest
(2) Dividends
(3) Reduce capex
(4) Reduce working capital requirements
(5) Depreciation tax shield

269
Q

What determined your split between bonds and bank in the deal?

A

Typically, you’d like as much bank debt as possible because it’s cheaper than regular bonds. However, this is dependent on a few factors including

(1) How much a bank is willing to loan
(2) Negotiation of the agreements/covenants that they can live with
- The more senior the debt, like the bank debt, the more restrictive it tends to be
- Bank debt also usually requires collateral to be pledged
(3) Timeline of debt payback needs to evaluated
- Bank debt usually has a shorter maturity, so the bank needs to ensure that the company will be able to face its liabilities when due or else face bankruptcy

270
Q

Assume the following scenario: EBITDA of $10 million and FCF of $15 million. Entry and exit multiple are 5x. Leverage is 3x. At time of exit, 50 percent of debt is paid down. You generate a 3x return. 20 percent of options are given to management. At what price must you sell the business?

A

To make a 3x return based on the financial parameters, you must sell the business at $90 million. You know the EV is EBITDA times entry multiple: $10 million * 5x = $50 million. Debt is equal to EBITDA times leverage: $10 million * 3x = $30 million. EV minus debt equals equity: $50 million - $30 million = $20 million. Debt needs to be paid down by half or $30 million * 50% = $15 million. To make a 3x return, sponsor equity needs to grow to $20 million * 3x = $60 million. Since management receives 20 percent of the equity in options, the total equity needs to grow to $60 million/(1 – 20%) = $75 million. Since your ending debt is $15 million and ending equity is $75 million, the EV at exit is $90 million.

271
Q

Would you rather have an extra dollar of debt paydown or an extra dollar of EBITDA?

A

You would rather have the extra dollar of EBITDA because of the multiplier effect. At exit, the EV is dependent on the EBITDA times the exit multiple. An extra dollar of debt paydown increases your equity value by only one dollar; an extra dollar of EBITDA is multiplied by the exit multiple, which results in a greater value creation.

272
Q

A company runs two operating subsidiaries. One sells coffee and one sells doughnuts. You own 100 percent of the coffee subsidiary. You own 80 percent of the doughnut subsidiary. The coffee subsidiary generates $100 million of EBITDA. The doughnut subsidiary generates $200 million of EBITDA. Doughnut companies are worth 5.0x EBITDA. The parent share price is $10 and there are 100 million shares. The company has cash of debt of $500 million and cash of $200 million. What’s the enterprise value to EBITDA multiple for this company?**

A

The enterprise value is market capitalization plus net debt plus minority interest. Market cap is easily to calculate, shares * share price, so $10*100 million = $1,000 million. Net debt is debt less cash so $500 million - $200 million = $300 million. The question has given you the approximate market value of the minority interest in the doughnut company which is 5.0x EBITDA, so $200 * 5.0x * (1 - 80%) = $200 million. As a side note, when calculating enterprise value for comps, you might take the minority value from the balance sheet. This fine to do in such cases. However, a finance professional always chooses market value over book value, so this question gives you enough information to calculate the market value of the minority interest. Back to the answer: you total this all up for EV, which comes to $1,500 million = $1,000 million + $300 million + $200 million. The total EBITDA is $300 million = $100 million + $200 million. Therefore, the EV/EBITDA multiple is $1,500/$300 = 5.0x.

273
Q

A company has $100 million of EBITDA. It grows to $120 million in five years. Each year you paid down $25 million of debt. Let’s say you bought the company for 5.0x and sold it for 5.5x. How much equity value did you create? How much is attributed to each strategy of creating equity value?

A

The purchase price is $500 million = $100 million * 5.0x. It exits at $660 million = $120 million * 5.5x. This is a profit of $160 million, plus you paid down debt of $125 million = $25 * 5, so your total equity value increased by $285 million = $160 million + $125 million. Obviously the $125 million of the total equity value is due to debt paydown. $100 million comes from the EBITDA growth, ($120 million - $100 million) * 5. Finally, the rest of its equity value increase is attributed to multiple expansion, (5.5x – 5.0x) * $120 million = $60 million. Totaling these up, $125 million + $100 million + $60 million is the $285 million of equity value increase that matches what we calculated earlier.

274
Q

Given $100 million initial equity investment, five years, IRR of 25 percent, what’s exit EBITDA if sold at 15x multiple

A

Knowing an IRR of 25 percent over five years is approximately 3.0x equity return (there is no mathematical way of knowing this, so if you don’t know this, try asking the interviewer). The ending equity value is, therefore, $300 million = $3.0x * $100 million, so the exit EBITDA must be $300/15x = $20 million.

275
Q

What are the advantages of an LBO?

A

(1) There is an opportunity to execute long-term strategy outside of the short-term focus of the public markets (examples: acquisitions, cost reductions, capital investments).
(2) Use of levered capital structure to increase equity returns. Debt is tax deductible and private equity firms can put up less equity to purchase a firm.
(3) Private equity firms bring a sense of urgency to the entire business, disciplining the company to quickly seize opportunities.
(4) Incentive compensation schemes align management incentives with the sponsor’s.
(5) The company gets a stable shareholder base of long-term investors.
(6) The company now has the capability to leverage private equity firm’s networks to reach new customers or improve supplier relationships.
(7) There is also decreased regulatory governance (Sarbanes-Oxley).

276
Q

What is the rule of 72 for calculating IRR?

A

The rule of 72 allows people to estimate compounded growth rates.

Approximate CAGR = 72/years to Double Money
Divide 72 by the number of years you estimate the equity doubles in. So if you doubled your money in only three years, you have an IRR of ~24 percent (72/3). This is not a precise calculation and becomes less accurate with fewer years; obviously if it took one year to double, then you have a CAGR of 100 percent, not 72 percent.

277
Q

How do you do a deal with no leverage?

A

There are two major levers you can pull:

(1) multiple expansion
(2) EBITDA growth

Although undoubtedly there’s an element of dealing with the markets in terms of multiple expansion, superior management is the key to driving both of those levers.

A notable method for creating leverage within the business is improving working capital management. The classic example is Dell: since their days-receivables shrank to become shorter than their days-receivables, they developed a growing source of liquidity which they could use to improve their business.

278
Q

What are the characteristics that make an industry attractive for a private equity investment?

A

(1) Large market – A larger market means you need less of a share to achieve target returns. It also means that competitors have less of an influence when they get aggressive.
(2) Low reliance on uncontrollable variables – uncontrollable variables such as the weather, commodity prices, burgeoning technologies, etc., unnecessarily detract from management’s ability to create value
(3) Moderate competitor fragmentation.
- Low fragmentation may lead to fewer potential investees and a low chance of entering the industry. It may also be harder to invoke a roll-up strategy or take market share if there are fewer poor managers.
- High fragmentation may be difficult to find a decent sized player and it may be difficult to gain traction through an acquisition strategy
(4) Low customer and supplier power. If either suppliers or customers have excessive power, than the pricing of products or services may not be adjustable. The ideal industry is at the most valuable point in its value chain; that is, the industry adds the value and the suppliers and customers are simply commodity traders or middlemen
(5) Attractive exit options. Without a range of exit options, it is difficult to play potential buyers against each other and therefore secure the best price. There should always be an honest expectation to be able to list a firm because there’s no rule about a particular industry being un-listable; public markets will always be interested in a great business with sustainable and reliable cash flows. Similarly, there should be many potential trade buyers; again, if it’s a great business, others will want it.

279
Q

What do you look for in potential investments in this economic climate?

A

(1) Potential market size: depending on the size of the fund and the size of the potential investee, the market for that investee needs to be a certain size to mitigate a range of risks. A larger market means you need less of a share to achieve target returns. It also means that competitors have less of an influence when they get aggressive. For a lower-mid-market fund, I look for markets with a current size of at least $0.5-$1b and with growth rates that are at least positive (not as common in our current economic climate).
(2) Customer/Supplier Fragmentation: the last thing you want in this market (when it’s already tough to grow) is to invest in a business with high customer concentration. If a major customer is lost, you could lose a significant part of your business. All of those great strategic plans you had to grow the business will now only bring the business back to its former glory. The same goes with the supply side, although there’s often less of an impact (unless you are licensing someone else’s brand).
(3) Counter-cyclical offering: most of the highly defensive industries make for bad investments. They either don’t have the growth prospects or are too risky. I’m thinking agricultural commodities, certain financial services, natural resources, etc. But, you can benefit from counter-cyclicality in other industries too by finding sub-industries that businesses visit in tougher economic conditions due to cost savings.
(4) Invested management team: we’re seeing many business owners looking to sell out completely while telling us that their businesses would make great investments even in a downturn. One would think that a mass exodus would indicate something quite different to a great opportunity. So, beware of business owners jumping ship, especially if they’re not on their deathbeds and are sufficiently able to continue their businesses. They know more about their business than you do, so take notice of their behavior. Also, don’t let earn-outs that seem to lock management in fool you; they’ve often done their numbers and have accounted for the risk of losing the earn-out.
(5) Low gearing: a seemingly low risk business with high gearing can become high risk and virtually non-existent if revenue softens or a refinancing event strikes. A lowly geared business gives you room, should you need it, if things turn sour. We are seeing businesses file for insolvency every day due to gearing, so it should serve as a powerful warning to private equity investors looking to buy in this market. Again, common sense and looking at deals objectively will save face.

280
Q

What are the amplifying effects of diminishing sales?

A

Consider a business with sales of $100m, gross margin of 60% and EBITDA of $20m. If sales drop 20% down to $80m, you’re also losing gross profit of $12m. Usually at a minimum, this will fall directly to the EBITDA line. So, in this example, EBITDA will now be $8m. This is quite a serious problem for investees, but made much worse by the continued profligacy of managers and inflation in fixed expenses.

So what’s the implication of this? For starters, you’ve conceivably just dropped 60% of EBITDA and therefore 60% of value (that is, if the new EBITDA is deemed the new maintainable EBITDA). That’s a BIG problem. The obvious reaction is to reduce fixed costs so EBITDA doesn’t drop by the full GP loss, but that carries risks too. It obviously creates tension if you have to let people go, but it also limits your ability to return to previous sales levels if you have to sell off important equipment.

What are the other options? I’d say one of the better options is to delay cuts to people and major equipment and put as much effort as possible into taking market share and boosting sales. Also, make sure that costs don’t blow out as a result of the sales drive. It’s just as much about sales as it is financial discipline.

281
Q

What are the primary drivers of working capital?

A

(1) Debtors (accounts receivable) - this refers to accrued revenue/sales placed on credit and awaiting to be settled by cash. An increase in debtors may refer to a growth in revenue, a change in debtor terms or difficulty in collecting cash from debtors.
(2) Inventory (stock) - all materials used to create products (or support services) are considered inventory. Good management of inventory is all about efficiency; how little has to be held, how quickly we can use it, how best can we store it, and what’s the cheapest way to manage it? An increase in inventory can refer to revenue growth, slower moving stock, revaluations, increased obsolescence, or preparations for volatility.
(3) Creditors (accounts payable) - simply the opposite to debtors; any accrued expenses for payment in the current period but as yet unsettled for cash. An increase in creditors may refer to increased creditor terms, an inability to pay, revenue growth (therefore, increased COGS), increased short-term debt, or higher unearned revenue (prepayments by customers).
(4) Cash - as discussed in, “Working Capital Series: References and calculations”, we exclude cash from our analysis because it is the cash requirement itself that we’re attempting to determine. Just think of cash as the plug. If we estimate that the worst case shows a shortfall of $1m in cash, then we must arrange to have that cash on standby or at least have contingencies to deal with the shortfall (such as renegotiated creditor terms).
(5) Other - There are other minor drivers of working capital, which include any current account (on the assets or liabilities side) that isn’t included above. If the business has a large debt burden, the current portion of debt may be a major working capital driver. Prepayments, unearned revenue, taxes, provisions, etc. should certainly be considered and included in your analysis if they seem to be volatile and influential.

282
Q

What are a few ways to improve working capital management?

A

(1) Payment Terms. This means getting your customers to pay sooner and your suppliers to accept payment later. Sometimes these are non-negotiable, but most of the time there’s potential movement. A particular area for improvement is on the supplier side, especially if they’re overseas. Most overseas suppliers will ask for a prepayment before they even ship the goods. But, if you can build trust and have them waive payment until the goods arrive at your local dock, this can lead to a monumental improvement.
(2) Inventory Management. It goes without saying that if you can sell the same amount and spend less on inventory, you’ll be better off. You can achieve this through streamlining any number of parts of your production and sales processes. You can also achieve this by rationalizing your offering and reducing your number of SKUs (stock-keeping units). Overall, you need to find a balance between the inventory kept on hand and satisfying customer demand. Often it’s better to disappoint customers than to keep hundreds of slow-moving SKUs. Also, a great one-off cash win is to put your obsolete and slow-moving stock on sale, but make sure to keep your stock rationalized after you get rid of the dross.
(3) Operational Efficiency. When you optimize your payment terms (see #1), you’re bringing your inflows closer and pushing your outflows further. But, what does this really mean? Well, you may pay a supplier 60 days after you receive your raw materials and you may demand customers pay within 14 days of receipt of the finished product. But, there is still one major variable left: the time between receiving the raw material and shipping the finished product. This is where operational efficiency matters. You want to minimize this time to further optimize your cash cycle. Often it’s people and process. Keep your people motivated and continually improve your processes and there’s no reason you shouldn’t excel in the area of operational efficiency.

283
Q

What happens to EV when you issue more equity?

A

(1) If the equity is issued for no reason, just to increase cash for a rainy day, then there is no effect on enterprise value (EV). Theoretically, equity increases, but so does cash, which offsets debt to give net debt. Intuitively, if you sell the business the day after raising the money, the cash is just used to pay back the people that just funded the new issue. Practically, it could be a little different. If you raised money at a premium, the new shareholders will get less back as the new cash is shared between everyone (either by paying down debt or via a capital return). The opposite happens if you issue at a discount.
(2) If the equity is issued to invest in the business, then the effect on EV depends on the profitability of the investment. Remember, we’re working with market value. If the “market” values the investment at cost, then it cancels out. If they value the investment at zero, the EV stays the same, the equity value stays the same, but you have more share, so the per share price drops. If they value it above cost, then the opposite happens.

284
Q

Explain a few drivers of purchase multiples of a business.

A

(1) Growth: revenue growth is important to private equity because it’s one of the main tools to achieve non-geared value creation. So, a business with higher (realistic) growth forecasts demands a higher multiple. However, it’s important to be pessimistic about management forecasts because most of the time they don’t eventuate.
(2) ROIC
(3) Business size: a larger business has a larger market share (usually), more stability (mostly) and is more attractive to buyers (generally). Therefore, a larger business demands a premium.
(4) Stability: revenue and earnings stability drives confidence in forecasts, which demand a premium. Unstable businesses are riskier and require a higher required return, hence a lower multiple.
(5) Diversification: a business with a diversified product range, customer base and supplier list is less risky. These all affect earnings stability (see above) and hence, influence the multiple.
(6) Capex: this is often forgotten when just looking at EBITDA, which is why some people use multiples of EBIT (using depreciation as a proxy for capex). Capex represents a large portion of costs that don’t hit the P&L (until depreciated), so it’s important to consider capex in your valuation. Reduce EBITDA multiples for high capex businesses.
(7) Intellectual property: in private equity, we tend not to pay extra for IP because it is often needed to produce the cash flow. However, we may pay a higher multiple because proprietary IP represents greater differentiation, more stability, higher barriers to imitation and less risk.
(8) Synergies: a buyer that has the potential to realize synergistic benefits from an acquisition can generally pay a higher multiple because the acquisition represents a greater value to them. This is one of those drivers that mean the ideal multiple for me can be different to the one for you.
(9) Debt capacity: more debt adds more risk (insolvency, default, etc) to the business, but it also amplifies returns and reduces the overall cost of capital. The ability to add more debt commands a premium.
(10) Deal terms: a purchase multiple can be manipulated by the terms of the deal. If the deal is 100% cash up-front, the multiple will be lower than if some of the purchase price is contingent on future earnings. Be very cognizant of the time value of money and that contingent payments have less value if paid later. So, if $100m is paid today plus $100m is paid in 5 years, the purchase price isn’t $200m. It could be more like $130m, depending on your discount rate. A much higher multiple can be shown on paper through deal manipulation.
(11) Comps: although comparable transactions are the most common drivers of multiples, they are often the least appropriate. Even if exactly the same business sold at exactly the same time, synergies and other buyer-related drivers (deal terms, debt capacity, etc.) can affect the real value of the business. But in saying that, you’ll almost never see the same business for sale at the same time, so many other variables are introduced. So, it’s best to be more objective and concentrate on the more fundamental drivers that I’ve listed above.

285
Q

What is a bolt-on acquisition? What are the advantages of a bolt-on?

A

A bolt-on acquisition is an investment via an existing portfolio company into a business that presents strategic value (usually in the same industry).

(1) Usually smaller businesses, which attract lower multiples with better terms
(2) Provide the chance to create instant value (by acquiring lower multiple businesses using a higher multiple vehicle)
(3) Often require less work because they are smaller and attract less competition
(4) Offer strategic value (revenue and cost synergies), meaning you can pay a little more and be more successful in an auction process
(5) Provide for easier due diligence since you have access to industry experts in your primary investment vehicle (access to this experience is invaluable)
(6) Bolt-on owners are more likely to do a deal with a larger industry player, since there is prestige in being part of a leading firm (compared to being gobbled up by financial vultures).
(7) Provide access to a whole new market of potential investees as certain mandated restrictions (regarding size) don’t apply

286
Q

What are a few ways private equity investors limit risk?

A

(1) Invest via preferred stock, demand preferred coupons
(2) Have veto rights over many business decision
(3) Take a board majority
(4) Have the right to fire senior executives
(5) Demand that managers invest,
(6) Sometimes even demand redeemable preferred stock, etc.

287
Q

Why would a private equity fund acquire a company in a risky industry?

A

There are almost always mature, cash flow-stable companies in every industry. Some private equity firms specialize in very specific goals, including:

(1) Industry consolidation – increase efficiency and win more customers
(2) Turnarounds – improve deteriorating operations
(3) Divestitures – selling off divisions of a company or taking a division and turning it into a strong standalone entity