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Managers have better information on a firm’s strategies relative to the information that outside
financial analysts have. Superior financial analysts attempt to discover ‘inside information’ from
analysing financial statements
Business strategy analysis enables the analysts to frame the subsequent accounting, financial and
prospective analysis better. For example, identifying the key success factors and key business risks
allows the identification of key accounting policies.
Accounting analysis enables the analysts to ‘undo’ any accounting distortion by recasting a firm’s
accounting numbers
● Those in the company will know the best about it and know how to present the
information
● Identify places of accounting flexibility and a firm’s accounting policies and
estimates– e.g. depreciation policies, capitalisation of R&D expenditure, lease
accounting
● Improve comparability between firms
● Underlying business economics
Financial analysis uses financial data to evaluate the current and past performance of a firm. The
outcome from financial analysis is incorporated into prospective analysis, the next step in financial
statement analysis
Prospective analysis synthesises the insights from strategy, accounting and financial analysis in
order to make predictions about a firm’s future
Credit and distress prediction analysis is evaluation of an organisation’s debt and liquidity profile
● Assess risk of default on investment – rates of interest, repayment schedules and financial
restrictions (assessed by creditors and provide indicators)
Mergers and acquisitions is the evaluation of financial and strategic benefits of merging or acquiring
another organisation
Chapter 12 – Communication & Governance
Annual reports are a primary source of operational, strategic, and financial information about the
entity
Interim reports contain less disclosure than full year reports, however contain a full set of financial
statements
Financial Statements:
Statement of profit or loss and OCI is the key source of information about an entity’s performance
Statement of changes in equity tracks changes in book value of equity over the period
Statement of cash flows (AASB 107) shows the net movement in the cash balance of the entity over
the reporting period
● Prospective analysis – focus on free cash flow for forecasting and valuation (i.e. cash from
operations less cash invested in operations – when this is positive it is free cash flow)
● Estimates and assumption that drive fair value must be disclosed (estimation uncertainty)
Communication and governance:
Good governance is the mechanisms in place to reduce agency issues
Continuous disclosure requirements, mean any price sensitive information is to be disclosed under
these laws, in a timely manner.
Industry analysis is assessing the profit potential of each industry that a firm competes in, as a firm’s
value is determined by its ability to generate a return in excess of its cost of capital (i.e. generate
abnormal profits).
5-forces model (ability to achieve abnormal profits is driven by degree of actual and potential
competition, and bargaining power in input and output markets)
Industry analysis assumes that clear boundaries exist in industries. In reality industries are dynamic
and at times very broad (this can lead to inappropriate industries used for analysis which results in
incomplete analysis and inaccurate forecasts)
Competitive strategy analysis is how a particular firm remains competitive and profitable within
that industry.
● Achieve – does the firm currently have the key capabilities and processes to deliver its value
proposition?
● Sustain – what actions, can a firm take to address changes, and renew its competitive
advantage?
Corporate strategy analysis – organisations that can identify favourable cost economies via a ‘multi-
product’ structure may be able to achieve abnormal returns (i.e. is the conglomerate structure’s
value worth more to me as an investor than the sum of its parts?). May choose to operate across
industries if there is perceived ‘transaction cost economics’.
● ‘fit’ of industries
● Management capability
● Ability to exploit market imperfections
● Relative transaction cost of performing a set of actions inside the firm vs. using the market
mechanism
● Confidentiality can be protected (keep within the firm)
● Share valuable assets
SWOT analysis can be used to analyse a firm’s strategy (used to supplement Porter’s 5-forces)
● Accrual accounting
● Management discretion – managers understand their business better than outsiders; and so
can be good to better reflect the information, but also leave it susceptible to manipulation
for personal gain or to mitigate/hide underperformance
● Institutional factors – IFRS; AAS; increase comparability, however if too rigid can reduce
managers abilities to truly reflect what is happening in their business; external auditors;
legal environment
Distortions in accounting data come from three potential sources which can influence the perceived
quality of accounting data:
● Random estimation errors – managers are prone to make forward estimates which are
prone to error given their speculative error, unforeseen economy changes, complexity of
transaction, industry (cyclical, elasticity), and so random errors will arise in reports
● Rigidity in accounting rules – rules introduce noise to accounting numbers as it restricts
management discretion (e.g. borrowing costs AASB123)
● Manager’s accounting choices – incentives to choose disclosures that are biased
Statutory vs underlying earnings; many investors believe underlying earnings are against interests of
retail investors,
● Statutory earnings – reflect the AAs and include all income and expenses irrespective of
whether they are ‘core’ to operations (include ‘one-off’ items like asset impairment/write
downs)
● Underlying earnings – could essentially show whatever management want; with right intent
it can show the ‘true economic realities’ of the business, however many are critical as it is
complex/confusing to retail investors
Dick Smith
1. Identify key accounting policies – outlined in the ‘notes’ to the financial statements
2. Assess accounting flexibility
● Function of accounting standards and conventions (i.e. choice/rate of depreciation)
● Impact on managers – distortions vs usefulness increased of information
● How much room for error is there?
3. Evaluate accounting strategy
● Consistency with industry norms (does it conform, or why not?)
● Existence of management incentives (i.e. remuneration – fixed, STI, LTIs?)
● Changes in accounting policies or estimates and rational for changes
● Reliability of previous accounting policies or estimates (i.e. have recent warranty
claims or debts written off met prior expectations – good track record?)
● Corporate structure objectives – disclosure obligations (e.g. subsidiary reporting to
parent)
4. Evaluate the quality of disclosure
● Do the disclosures seem adequate (i.e. any gaps detected?)
● Adequacy of footnotes to financial statements (recognising statutory NPAT with
underlying NPAT
● Notes sufficiently explain and are consistent with current performance
● Whether GAAP reflects or restricts the appropriate measurement of key measures
of success (items that can’t be capitalised but want to disclose an investment)
● Adequacy of segment disclosure
● Disclosure of bad news
● Investor relations program
5. Identify potential red flags
● Unexplained changes in accounting, especially when performance is poor
● Unexplained transactions that boost profits
● Unusual increases in inventory or receivables in relation to sales revenue
● Increases in the gap between net income and cash flows or taxable income
● Use of R&D partnerships, SPEs or the sale of receivables to finance operations
● Unexpected large asset write-offs
● Large fourth-quarter adjustments
● Qualified audit opinions or auditor changes
● Related-party transactions
● Poor underlying earnings disclosure
6. Undo accounting distortions
● e.g. capitalising on R&D expenditure allows it to be added as an asset, how does this
affect the income statement, balance sheet, statement of changes in equity?
● The notes to financial statements are crucial
Chapter 4 – Accounting Analysis
Recasting financial statements using a standard template helps ensure that any analysis is
comparable across companies and over time
Process of reclassification – analyst classifies each line item in a firm’s financial statements to align
with a standardised classification from the template (e.g. revenue and sales are similar
classifications).
The process
● Once financial statements are standardised (above), analysts can evaluate whether
accounting adjustments are needed to correct for distortion in financial statements
● Process follows the accounting equation
Rationale
● accounting standards never capture every subtlety of each firm’s day to day operations
● increase comparability
● Lease adjustments
o Bringing non-cancellable lease obligations (if you do not have control of the asset,
and it is non-cancellable; i.e. it is a liability in some situations) onto the balance
sheet
● Provisions
o Under/over reporting of provisions
● Asset Impairment
o Recognising assets at fair value can lead to subjective assessments due to lack of
market information (e.g. goodwill, intangibles, unique PP&E, valuing an asset that
does not exist therefore no comparables)
● Timing of revenue recognition
o Managing earnings reporting by recognising revenue too soon or too late
● Expense clarification
o Capitalising expenditure to crease or increase net assets and NPAT
Financial analysis assesses the performance of a firm in the context of its stated goals and strategy
● Operating management
● Investment management
● Financing strategy
● Dividend policy
Ratio analysis measures relative performance, to evaluate the effectiveness of the firm’s operational
and financial policies
● Compare ratios:
o of a single firm over time
o of a number of firms (‘peer’ analysis)
o against an absolute benchmark
● Ratios need to have a particular goal/purpose and there needs to be consistency of
measurement units (accounting adjustments can be made to ensure consistency)
Cash flow analysis evaluates the liquidity and management of operating, investing and financing
activities as they relate to cash flow
Interest cover (net) = how many times they can pay their interest with cash on hand
Net debt / (net debt + equity) = % of debt the firm has overall
1. Return on equity
▬ drivers (return on operating assets and leverage)
▬ can help identify which firms with an industry are generating the greatest value for
investors by generating abnormal profits (ROE > cost of capital = abnormal profits)
▬ industries with abnormal profits will attract new firms to enter to absorb this until
ROE reverts to the industry’s cost of equity capital
▬ ROE = NPAT / Average common shareholder’s equity
▬ To understand why the ROE is what it is, we must decompose it:
▬ ROE = ROA x CEL x CSL
▬ ROA represents how much pre-financing profit a firm generates from every
dollar of assets (i.e. profit of firm from assets before taking interest); claims
financing is irrelevant
▬ Leverage indicates how much a firm relies on leverage to finance its
operations (i.e. with debt a firm can effectively increase its return on
equity)
▬ Leverage is separated into 2 types:
1. Common earnings leverage (CEL) shows how much NPAT is reduced
by borrowing (if CEL =1.0x then no borrowing cost, and less than 1
shows debt)
2. Capital structure leverage (CSL) shows how much debt is used to
finance the firm’s assets
▬ CSL >1.0x = firm has debt financing
▬ CSL =1.0x = firm is 100% equity finance (no debt)
▬ CSL <1.0x = firm has negative assets and negative equity
2. Return on assets
▬ operating efficiency driven, measured by profit margin (PM) and asset turnover (AT)
▬ ROA = PM x AT
▬ Profit margin = how any dollars of profit for each dollar of sales (is the firm in control
of cost of sales and operating expenses?)
▬ Asset turnover = how many sales dollars is the firm able to generate for every dollar
of assets employed (is the firm getting the most of its assets?)
Investment management
● Firms can assess investment management by decomposing asset turnover into working
capital and long-term asset management; an increase in turnover generally indicated
improved efficiency
● Accounts receivable, accounts payable, inventory
● Cash conversion cycle (CCC) = + days receivable + days inventory – days payable
► the smaller the number, the better (negative is best)
● Long-term asset management can be measured by:
► Net long-term asset turnover
► Net long-term assets as a % of sales
Financial management
● Financial leverage enables a firm to have an asset base larger than its equity (and can
therefore increase ROE), but increases the risk of ownership for equity holders
● Liquidity analysis relates to evaluating current liabilities (current = due in next 12 months),
and determines whether a firm’s current assets cover its current liabilities
o Current ratio (all current assets)
o Quick ratio (ignores inventory as you won’t sell all inventory immediately)
o Cash ratio (cash assets only)
o Operation cash flow ratio = are the operations of my business generating enough
cash to cover my current liabilities?
► Higher ratios are better
● Solvency analysis relates to longer term liabilities
o Capital structure ratios
► Debt / equity
► Net debt / total equity
► Net debt / (total equity + net debt)
o Coverage ratios
► Cash flow from operations (pre-interest and tax) / interest expense
► EBIT / interest
o Leverage ratios
► Net debt / EBITDA
Dividend Policy
● Provides an indication of the quality of the information in the firm’s income statement and
balance sheet
● Source is the statement of cash flows (AASB 107), and can be prepared via the direct or
indirect method
1. How strong is the firm’s internal cash flow generation (vs external funds)?
● i.e. what is the key driver of cash accumulation or (spending) for the firm
● how much can be generated from the business on a day to day basis and will this be
enough to cover liabilities
● compare free cash flows (net cash received from operations, less cash invested in
operations) to cash from financing activities; positive free cash flow means the firm
is internal financing operations, while negative means the firm is relying on external
financing
2. Does the firm have the ability to meet its short-term financial obligations from its operating
cash flows (such as interest payments and other fixed charges)?
● Operating cash flow ratio
● Interest cover ratio (cash flow basis)
● Fixed charge cover ratio (cash flow basis)
● If it is not generating enough cash flow, then it needs to reduce investment or raise
external finance (i.e. obtain longer-term liability to pay off short-term liabilities)
4. Does the firm have excess cash flow after making capital investments?
● ‘free cash flow’ to debt and equity if positive
▬ Mandatory (and voluntary) debt repayments
▬ Cash available for equity holders (voluntary equity payouts, i.e. dividends)
● A firm with negative free cash flow will require additional borrowing
Forecasting is used by managers, analysts, lenders, and other companies or competitors (e.g. M&A)
● Income statement
▬ Sales
▬ NOPAT margin
▬ Interest rate on opening debt
▬ Tax rate
● Balance sheet
▬ Net working capital to sales
▬ Net long-term assets to sales
▬ Net debt to total capital
● Cash flow statement
▬ Cash flow from operations after cash invested in operations
▬ Free cash flow available to debt and equity
Performance behaviour:
● What is the starting point (i.e. key driver) that the forecast financials are ‘anchored’ on (will
use sales growth)
● Key Drivers:
o Sales Growth
▬ Sales growth tends to be mean reverting
▬ Growth tends to slow as an industry matures
o Earnings
▬ Key driver of profitability
▬ Use historical information
▬ Long-term trends in profitability tend to be maintained over time
o ROE
▬ Benchmark of performance
▬ Also mean reverting (as new competitors enter industries with high ROE,
bringing down the industry ROE over time)
▬ Driver of changes in ROE are ATO and leverage
Sensitivity analysis:
● However, dividends and cash flow can fluctuate and can be difficult to use in practice
● Anchors value of a firm to generate earnings that are in excess of the required return on its
equity
● Values a firm based on the present value of its free cash flows (FCFs)
● DCF for enterprise value
o Enterprise value (EV) is the PV of FCFs to debt and equity holders
o FCFs are discount at weighted average cost of capital (WACC)
● DCF for equity value
o PV of FCFs to equity holders, discounted at re (i.e. cash left for equity holders)
Steps in DCF valuation:
5. Divide VE by the number of outstanding shares to get implied share price ‘P’
● Form of ‘benchmark’ or ‘relative’ analysis, where a firm’s value is implied by reference to its
peers (comparable firms)
● Involves the following steps:
o Select a measure of performance or value
o Select comparable firms and estimate price multiples using that measure of
performance or value; commonly used multiples are:
▪ Equity to book ratio (PB multiple) – useful for financial/insurance companies
as they state their balance sheets at fair value
● Share price / BE
● PB > 1.0x when firm generate ROE greater than required BE return
▪ Equity to earnings ratio (PE multiple)
● ‘forward’ PE (share pricet=0 / EPS1) is for valuation
● Driven by the premium that an investor is willing to pay for future
earnings
o Apply the comparable firm(s)’s multiple(s) to your firm being valued
● However, analyst is putting faith to the market and it can be difficult to find truly
comparable firms
● Useful as a cross-reference valuation
● Weighted NOSH = weighted average number of ordinary outstanding during the period
Chapter 8 – Prospective analysis: valuation implementation
● forecast horizons generally span out 5 to 10 years but its depends on the type of business
(i.e. volatile or steady state; e.g. a gold mine could be forecast for the entire ‘life of mine’
and no TV)
● calculate the TV for beyond the forecast horizon, which represents the stream of earnings,
dividends or cash flows.
● based on assumptions:
○ longer-term sales growth beyond immediate forecasts
○ forward economic trends (economic cycles, GDP growth, government policy)
○ changes to competitive environment (e.g. a foreign firm enters market)
● considerations:
○ competitive equilibrium on all earnings (i.e. new competitors entering)
○ competitive equilibrium on incremental earnings (i.e. growth of earnings)
○ Consistent abnormal performance and growth - aggressive approach, caution
required in assumptions on excessive TV growth
○ TV based on a price multiple
○ Length of the forecast horizon
Cost of Capital
The cost of capital provides the cost to a given firm of obtaining capital from an investor and is used
as the discount rate in valuation.
● Cost of equity
○ the return that equity investors require on their investment in the firm
○ CAPM is the common approach - re = rf + 𝛽 (E[rm] - rf )
● Cost of debt
○ cost of borrow
○ net of taxes (to reflect deductibility of interest payments)
● Capital structure
○ weighting of a firm’s average capital structure will impact the weighted average cost
of capital: WACC - rWACC
○ 𝛽 includes both business and financial risk and therefore is leveraged ( 𝛽L )
■ so if a firm changes its capital structure, 𝛽 also changes
■ 𝛽L = 𝛽u (1 + [(1 - t) D / E])
Important to compare you valuation with the market and conduct sensitivity analysis to understand
how the valuation may change.
Chapter 9 – Equity Security Analysis
Equity security analysis is evaluating an organisation and its prospects from the perspective of an
investor in firm’s shares.
Managed funds vary across asset class, risk, geography, industry and other preferences:
If we assume that it takes time for investors to process information and its impact on price, we then
make room for financial statement analysis. That is, those with a comparative advantage in
understanding information and its impact on price will be able to make assessments on value
quicker and therefore be able to profit
Candidate selection:
● Research analysts follow a limited number of stocks within a specific sector or market cap.
● Fund managers may use specific ‘guidelines’ for equity selection
● What is the firm’s risk profile? – industry volatility, stability of earnings, geopolitical risks,
diversifiable or market risk
● Growth or yield stock? – capex plans, planned acquisitions, dividend policy/franking credits
● Value characteristics of firm (i.e. undervalued), or if none should you short it? (i.e.
overvalued) – fundamentals from prospective analysis
● Market’s views as a comparative tool for an analyst’s own views – do you agree with the
market’s interpretation of information? Do you have superior information?
● Market expectation can be sourced from consensus estimates (i.e. average forecast across
all analysts covering that stock for numerous key financials); e.g. Bloomberg, ThomsonOne
● Sensitivity analysis using consensus estimates can help imply what assumption that market is
making about a stock’s future (as equity prices don’t always reflect consensus estimates)
Recommendation:
● Research analysts (in investment banks and brokerage houses) form a recommendation (e.g.
buy/sell/hold) that will be passed to their clients, while fund managers create internal
recommendation on if the fund will invest in it
● Analysts’ earnings forecasts carry weight in investment decisions due the influence they hold
on prices
● Analysts’ can also seek insight from management of firms they cover to inform forecasts
1. Analyse potential borrower’s financial status - strategy, accounting, financial and prospective
analysis (gearing, leverage, cash conversion cycle, free cash flow, interest coverage, current,
quick or cash ratios)
2. Consider the purpose for extending credit
3. Nature of credit - closed end and open end
4. Term and ability to repay - primarily driven by forecast financial cash flow
5. Security - receivables. inventory, machinery and equipment, property
6. Loan covenants - ongoing mutual expectation of the borrower and lender
7. Pricing - determining the rate
Credit ratings are useful to add trust in firms (>BBB rating is investment grade)
Week 12 - Mergers & Acquisitions
Motivation:
● Economies of scale
○ mergers often justified as providing increased economies of scale
■ e.g. as a result could undertake some cost leadership strategy by reducing
costs (due to synergies)
○ increased efficiency (i.e. ‘synergies’)
■ reduction in costs
■ generally ‘stripped out’ of back office units
● Improving management
○ acquire a firm to remove underperforming management and replace it with a
stronger team and can increase shareholder value
○ Firms under utilising their assets to deliver returns can be due to poor management
○ Asset management and key profitability ratios are indicators of how efficiently a firm
is being run
■ working capital management / cash conversion
■ return on assets
■ return on equity
■ gross margins
○ Common in private equity takeovers
● Complimentary resources
○ collating multiple firms’ resources can create value (i.e. roll up)
○ firms with different end markets may also benefit merging if product manufacturing
phase is aligned
● Capturing tax benefits
○ a loss making firm could buy a profit making firm to benefit from accumulated
deferred tax asset
○ a firm with a higher effective tax rate may purchase a firm with a lower tax rate
○ optimising interest tax shield (i.e. capital structure changes to create value)
● Financing cost
○ achieving the cheapest possible cost of financing (WACC)
● Restructure or break up of target
○ acquirer may believe the target is worth less than its individual parts
■ acquirer may spin-off the unwanted portion of the target and keep the good
bits
■ common in private equity strategy
● Increasing product market rents
○ merging for competitive reasons
○ rather than compete with a firm, can merge with them to increase prices and
increase profitability - i.e. reduces competition
○ subject to scrutiny from the ACCC
● Diversification
○ firms seek to acquire ‘horizontally’ (i.e. a different industry for diversification
purposes)
○ investors often question is they gain benefit from horizontal acquisitions, as
investors can diversify themselves through their portfolios
● Global expansion
○ source of growth (especially where domestic opportunities are slowing down)
○ however there can be additional regulatory and execution risks with global
expansion
Wrong motivation and risks:
● M&A can be due to the wrong motivations and result in value destruction
● management may seek M&A for the wrong reasons:
○ empire building/prestige
○ acquiring growth for remunerative reasons
○ overconfident in ability to turn around targets
● Companies with excess cash flows and nothing better to do will engage in M&A rather than
return it to shareholders
○ increasing dividends and buybacks while slowing growth investment can also
indicate a firm is ‘ex-growth’ (i.e. no further growth opportunities)
○ whereas engaging in M&A may demonstrate the perception of ‘vision’
Pricing:
M&A pricing is anchored on relative (i.e. multiples) and fundamental (e.g. DCF) valuation of the
target
Determining a price:
● the price a firm pays for an acquisition is the market enterprise value
○ market capitalisation plus net debt
● Trading multiples
○ acquirers may look at the trading multiples across the target and its broader industry
to determine a fair price
○ EV / EBITDA
○ EV / EBIT
○ Determine appropriate peer set for target firm and choose relevant trading
multiples to calculate
○ Adjust target firm’s earnings
■ NPAT, EBITDA and/or EBIT
■ account for incremental revenue and cost savings post-transaction (i.e.
synergies)
○ Find implicit post-transaction target value
■ apply multiple to adjusted earnings for indicative fair acquisition price
● Transaction multiples
○ acquirers can apply multiples from other recent and comparable transactions to
determine value
○ Define relevant, comparable past transactions and find multiples to calculate
● Discounted cash flow
○ acquirers often value the target using the DCF method
○ Calculate target’s post-transaction free cash flows
○ Calculate applicable discount rate
○ Sensitivity analysis
■ more capital invested than expected
■ longer than expected realisation of synergies
● Acquisition premium
○ can represent payment for control and/or the target’s fair value from the acquirer’s
perspective over market value (i.e. the additional value generated by buying it)
○ higher the premium, the less/more value created/destroyed for the acquirer’s
shareholders
○ premiums paid can differ depending on whether the acquisition is hostile or friendly
■ hostile takeovers arise where the acquisition is announced without
consulting the target and the acquirer approaches shareholders directly; as
less access provided by the target, acquirers can be found to overpay
■ friendly takeovers occur with the target’s cooperation and the target will
open their books to the acquirer so due diligence is more transparent and
premiums are therefore more informed
Forms of payment:
Payment considerations:
● capital structure
○ managers often adhere to strict company policies on how much equity/debt the
company has at any point in time
○ the impact capital structure has on cost of capital, tax shield and credit rating needs
to be considered
○ firms will look to maximise debt financing for an acquisition
● information asymmetry
○ equity is costly as the benefits (i.e. value) might not be easily communicated
● Control
○ equity to existing shareholders - change of ownership levels within existing
shareholder base
○ equity to target shareholders - change of ownership levels for all shareholders
● Tax
○ share defer tax for shareholders
○ debt can maximise interest tax shield for acquirer
● Transaction costs
○ equity is very costly - often due to underwriting risk by investment banks
M&A Completion:
Not all acquisitions reach completion; many fail. Key risks of failure are:
● interlopers
○ when an acquisition goes public, third parties may throw in a competing offer for
the target (i.e. interlopers)
● management
○ if management don’t wish to be taken over, they will try to avoid it by:
■ poison pill defence - release unattractive news
■ super majority rule - majority shareholders must vote to approve
● Competition and political
○ competition laws - ACCC reviews all transactions
○ government has significant power in stopping deals