Private Equity Interview - Technicals Flashcards

1
Q

How would a $100 decrease in depreciation expense on the income statement impact all
three major financial statements?

A

Income statement - net income up by $60

Cash flow statement - net income up by $60, depreciation down by $100 so cash down by $40

Balance sheet - Assets: Cash down by $40, assets up by $100 so up $60

Balance Sheet - L/E: Retained earnings up by $60

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2
Q

By itself, why is the income statement inadequate for evaluating a company?

A
  • Doesn’t tell you whether a company generates enough cash to stay afloat
  • You require balance sheet to see if company can meet future liabilities
  • You require cash flow statement to ensure there is enough cash to fund operations
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3
Q

By itself, why is the balance sheet inadequate for evaluating a company?

A
  • Doesn’t tell you whether the company is profitable
  • A company with few liabilities and valuable assets could still be losing money if ROIC is poor
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4
Q

By itself, why is the cash flow statement inadequate for evaluating a company?

A
  • Doesn’t state whether a company is solvent because there may be long-term liabilities which hinders cash generative abilities
  • Doesn’t tell us whether the company is profitable
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5
Q

If you could choose two of the three financial statements, which would you choose and why?

A

IS and BS, because can build CFS from tehm

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6
Q

How do you build cash flow statement from income statement and balance sheet?

A

Net Income - from Income statement
D&A - income statement/ balance sheet
Operating working capital - balance sheet

Capex - balance sheet

etc

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7
Q

What are common ways of valuing a company and what are their pros / cons?

A

LBO - financial sponsors perspective to meet minimum IRR. Typically gives lowest valuation as needs highest return on investment

DCF - very sensitive to inputs, but is intrinsic valuation so most company specific

Public Comps - Market valuation that is up to date, but no two companies are the same so can be hard to find accurate comp set

Precedent Transactions - can be out of date quite quickly and no two companies the same

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8
Q

In what way is deferred revenue different from accounts receivable?

A

Deferred revenue is a liability as the company has collected cash but not yet delivered the product/service

Accounts receivable is an asset because the company has already made a sale but has not yet received the cash

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9
Q

What might cause two companies with identical financial statements to be valued differently?

A

Give a good picture of historical performance, but not on future performance

One company may have greater future growth, be better positioned in terms of market share and relationships, and may have a better future strategy

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10
Q

Why does PE generate higher returns than public markets?

A

PE LPs demand higher returns due to illiqudiity, which causes PE investors to price their deals to an IRR of 20% or higher

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11
Q

Why do PE LPs demand high returns?

A
  • LBOs are highly levered thus riskier than public stocks
  • PE investments are much less liquid than public stocks
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12
Q

Why does PE use leverage?

A

PE returns calculated based on return on their invested equity. Using leverage allows you to use less equity, which means that returns are significant if you can pay down debt over the lifetime of the deal.

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13
Q

In a PE deal, how does the cost of equity compare to the cost of debt?

A

Cost of equity is priced to IRR of 20%+, which should be a lot higher than the cost of debt at around 10%

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14
Q

How would you determine an appropriate exit multiple on a PE deal?

A
  • Can use comps and work out approximate percentile based on operating metrics
  • Can use precedents to see the multiple paid by sponsors or strategics
  • An LBO analysis (in this case, a next financial buyer analysis), will tell you what multiple a financial sponsor would be willing to pay in the future.
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15
Q

Walk me through a DCF?

A

Project income statement for 5-10 years.

Calculate Unlevered Free Cash Flow, moving from:
EBIT
- Taxes
= Unlevered Net Income
+ D&A
- Capex
- Increase in NWC
= Unlevered Free Cash Flow

You then want to discount these cash flows back to present value, before calculating a terminal value using either the multiple method or using the perpetuity growth rate method.

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16
Q

Walk me through an LBO model at a high level?

A
  • Transaction assumptions, including purchase price and transaction fees
  • Determine the sources and uses of the financing structure of the LBO; what funding sources are there, and what will they be being used to do
  • Project the company’s operating performance over the next 5 years, including income statement and some cash flow items such as capex, as well as the debt schedule
  • Project the exit assumptions such as exit multiple and calculate ending equity value
  • Calculate projected IRR and MoM return based on the amount of equity originally used to acquire the target and the projected equity returns upon exit; utilise sensitivity tables to see how returns change based on inputs
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17
Q

What is usually the disagreements on price between buyers and sellers?

A

Sellers are usually more optimistic about future business performance

18
Q

How might you still close a deal if you and the seller disagree on the price of the asset?

A

Classic solution if disagree on operating performance is an earn-out, where sellers are paid a portion of the total acquisition up front, and paid the remaining if the business performs like the sellers expects.

An alternative solution is a sellers note, which means that the initial equity invested by the PE fund is lower than without the sellers note, but the seller still gets the full compensation over a few years.

19
Q

How would you calculate change in net working capital?

A

NWC in current period - NWC in previous period.

NWC is usually operating current assets - operating current liabilities

20
Q

Why do we need to calculate change in net working capital?

A

Used in the calculation of free cash flow (unlevered in DCF, or levered in LBO)

21
Q

What are some common areas of due diligence?

A

Commercial (CDD): Market-research looking at how market environment may affect a company’s future earnings
Financial (FDD): Usually centres on EBITDA adjustments/add-backs
Legal: Third-party legal diligence to identify any potential liabilities or other legal considerations

22
Q

Walk me through the PE investment process?

A

Teaser
Initial due diligence
First Bid
Full due diligence
Investment Committee
Legals
Closing

23
Q

What is the difference between initial due diligence and full due diligence?

A

Initial conducts early diligence and builds a projections model off of the banker model. Typically doesn’t involve spending much money on DD.

Full due diligence means that the deal team hires outside advisors and consultants where appropriate (e.g. accountants for QofE, counsel for legal DD, etc.)

24
Q

Would you rather achieve a high IRR or a high MoM?

A

It depends - but, usually IRR is more important as long as the MoM is not silly (looking at 1.5x MoM minimum)

25
Q

Which valuation techniques usually produce the highest vs lowest values?

A
  • LBOs usually lowest valuations because has highest cost of capital
  • Precedents higher than comparable companies because of control premiums & synergies
  • DCFs are usually middle of the pack, but varies widely due to input assumptions
26
Q

How would you roughly estimate how much debt capacity is available for an LBO?

A
  • Constrained by three primary ratios: total leverage ratio, interest coverage ratio, and minimum equity ratio
  • Any one of these ratios could be the constraint for a particular deal; to estimate the debt capacity, you calculate all three and pick the lowest
27
Q

What is usually the threshold in an LBO for the leverage ratio?

A

Maximum debt:
5.0x = Total Debt / LTM EBITDA

28
Q

What is usually the threshold in an LBO for the Interest coverage ratio?

A

Maximum debt:
1.5x = LTM EBIT / Annual Interest Expenses

29
Q

What is usually the threshold in an LBO for the minimum equity?

A

Lenders expect firms to put in at least 20-30% equity

Maximum debt:
70-80% * Total acquisition price

30
Q

What features make a good LBO target?

A
  • Stable cash flows that sustain deserved leverage (usually most important)
  • Predictable & stable Capex requirement
  • Lack of cyclicality in the business model
  • Fair / Attractive price
  • No outstanding legal or regulatory hurdles
  • Opportunities for financial improvement (e.g. margin expansion, cost takeouts & synergies, etc.)
    Strong commercial fundamentals:
  • Compelling position and value proposition vs competitiors
  • Demonstrated historical growth
  • Strong management team with credible industry experience
31
Q

What is a control premium?

A

Usually calculated using a premium to the 30-90 day VWAP on the day prior to announcement of the pending acquisition

32
Q

Why do people pay the control premium?

A
  • Buyers have strategic synergies with the acquired asset which makes it more valuable
  • Premium is paid so that new buyers can have control over the target
  • Buyers often believe that the company is more valuable in their control
33
Q

How would you gauge how attractive an industry is?

A
  • Growth rate
  • Stability
  • Profitability
34
Q

Which industry would you invest in and why?

A
  • Finding an improving industry is better than a good industry
  • A mediocre industry that is about to improve would typically have attractive targets

Attractive Characteristics:
- Acceleration in long term growth
- Shift in competitive rivalry
- Shift in supply chain dynamics
- Increasing barriers to entry
- Decreasing threat from substitutes

35
Q

How would you gauge a company’s competitive position?

A

Market share: More competitive companies should have higher relative market share

Profit margin: High margins are frequently a sign of competitive strength

Brand perception: Brand awareness can be very important

Product breadth and quality: Important to carry full product line up to meet all customer needs

Management team quality: Bad management team can ruin the best business

36
Q

What are some common ways PE firms increase portfolio company value?

A
  • Recruit better management
  • Provide more aligned management incentives
  • Identify and finance new organic growth opportunities
  • Find, finance, and execute add-on acquisitions
  • Investment in better IT systems, ERP systems, financial reporting and control
37
Q

What company would be a good LBO candidate today and why?

A

Have one or two good pitches ready at all times and your recommendations should have ideal traits such as:
* Stable and predictable free cash flow to pay down debt is ideal
* Could benefit from a strategic overhaul
* Having significant operational difficulties
* Has bad management team or governance structure
* Has significant growth opportunities via acquisition or organically

38
Q

If I gave you $X, how would you invest it?

A
  • A good answer demonstrates passion for investing
  • Have a good understanding of risk, reward and investing time horizons
  • Discuss a few investment options available
  • State your investment goal and risk appetite
  • Compare and contrast the options which fit your criteria
39
Q

What are some different types of debt covenants and what are they used for?

A

Debt covenants are contractual agreements between lenders and borrowers
* Maintenance covenants require the borrower to maintain a certain equity cushion or debt service
coverage cushion to maintain their ability to repay its debt.
* Incurrence covenants prevent the borrower from taking certain actions which could be detrimental to
existing lenders

40
Q

What is free cash flow, and why does it matter in an LBO?

A

In an LBO, we calculate levered free cash flow (“LFCF”). It’s important because we use it to make
discretionary debt payments over the hold period to pay our acquisition leverage down.

41
Q

How do you calculate leveraged free cash flow for an LBO?

A

Net Income (Levered)
+ D&A
- Capex
- Increase in NWC
= Levered Free Cash Flow

42
Q

If you had to value a company based on a single number from its financial statements, what would that number be?

A

FCF, as this is how owners pay dividends and pay down debt

If you could know a second fact, it would be that free cash flow is growing