Financial due diligence CPE Seminar - Kolkata

Transcription

1 Financial due diligence CPE Seminar - Kolkata 6 May 2014

2 Agenda Due diligence an overview Value driver framework and typical deal concerns Key focus areas Typical diligence approach Q&A 1

3 Due diligence an overview

4 Due diligence an overview What is due diligence? "Due diligence" - either an investigation of a business or person prior to signing a contract can be a legal obligation, but the term will more commonly apply to voluntary investigations contributes significantly to informed decision making by enhancing the amount and quality of information available to decision makers Who needs due diligence Private equity and Venture capital funds looking for investment in a potential company Private equity funds looking for exit from an investment Strategic investors Company looking to raise additional funds for expansion Company looking to sell off a non core business Banks / financial institutions prior to providing debt Governmental organizations 3

5 Due diligence an overview Type of due diligences (1/2) Financial due diligence (Buy side / Vendor initiated) Tax due diligence Integrity due diligence Detailed diligence of the financial statements and MIS to address key aspects impacting transaction price: - Quality of earnings on a sustainable basis after adjusting for non-recurring items, discontinued business, impact of related party transactions and changes in accounting policies; - Target s debt position including potential debt like items, off balance sheet liabilities and other contingencies; - Working capital levels to be maintained at transaction closing based on historical trends and after considering the impact of non recurring items and seasonality. What are the on going tax litigations including the probability of tax exposure and quantum of risk? Identify and understand the implications of contingent liabilities and commitments in relation to the Target. Awareness of the accuracy of claims made by the company/promoters. In addition, intelligence on the business practices of the company including the track record of key management personnel is critical. Comfort of knowing who you are dealing with through our background checks on the promoter and the company. 4

6 Due diligence an overview Type of due diligences (2/2) Environmental due diligence To provide comfort on compliance of Target company with various environmental regulations Provides investors with additional cost of compliance and capital expenditure forecast for meeting the required regulations Legal due diligence Assess and comment on the impact of agreements entered into by the target Comment on the legal title on the assets of the Target company Report on the status of litigations involving the Target company FCPA Assess compliance with Anti-corruption statutes by diligence of vendors/ consultants / agents, etc Identify areas or operations that may be susceptible to bribery and corruption risks ; Design appropriate controls to help prevent, detect or respond to bribery and corruption risks. Operational due diligence (Systems, HR and Operations) What are the compensation and benefits levels in the organisation and how do they compare with industry benchmarks? We will understand employee profiling, HR policies and compliance related risks. What is the quality of the IT infrastructure and the processes followed? What are the operational capabilities of the Target and synergies post transaction? What could be potential integration issues and related costs? 5

7 Due diligence an overview Elements of financial due diligence Review of a company from the perspective of the financial statements. The focus is to understand historical performance and assess potential risks and opportunities impacting current and future profitability and cash flows. Performing financial due diligence is like auditing a company A MYTH In due diligence we use information from the financials statements to understand the underlying cash flows of the business and the assumed assets and liabilities. Diligence can be carried out across the life cycle of a Company. For example, a Venture capital fund can require a diligence on a early stage start up or a big corporate house might need vender due diligence to liquidate a non core business. Key components of financial due diligence include: Business analysis Quality of earnings Working capital Net Debt Contingencies/unrecorded liabilities Other risks Related party transactions 6

8 Due diligence an overview Benefits of financial due diligence To the buyer enables to pay the right price for the asset / company being purchased enables to get on overview of the companies operational performance provides a framework for post deal integration work to be performed To the seller enables to get the right price for the asset / company protection of sensitive information take preventive measures for better positioning of the asset / company Due diligence report helps in Identifying deal breakers provides a list of considerations to be taken care of before and after the deal close 7

9 Value driver framework and typical deal concerns

10 Value driver framework and typical deal concerns The seven value drivers of a business 9

11 Value driver framework and typical deal concerns Value drivers link to financial statements Mkts & opp Products & services Customers Operations Infra & tech Structure & governance People & incentives Turnover Cost of sales Other cost Fixed assets Working capital Debt Cash flows Tax 10

12 Value driver framework and typical deal concerns Bidders general deal questions (illustrative) 1/3 Accounting fundamentals What are the risks that the numbers are not right? What is the basis of preparation? What are the key and subjective accounting policies? Is financial information consistent and does it reconcile? To what extent are the reported results independently checked? Market Is this an attractive market in which to compete? What is the market definition? What is the market size? What are the drivers of historic and forecast growth? What are the key market, customer and competitor trends? What are the primary market segments? Who are the key competitors? What is Target s competitive position Earnings What are the drivers of historical reported earnings? What are the underlying reported earnings on a standalone basis? How can earnings be manipulated? What is the impact of IFRS / other GAAP differences? Current trading What are the drivers of the current trading performance? What is the expected out turn for this year? Forecasts What are the risks in achieving the projections? What is the supporting and negating evidence? What are the key assumptions? Are forecast consistent with current trading and historic performance? Have the forecasts been robustly prepared? What are management s actions to prevent the downsides occurring? Management controls How well controlled is the business? How do management control the business? What information does management use to control the business? How effective are management information systems? 2011 KPMG India Private Limited, an Indian private limited company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved. 11

13 Value driver framework and typical deal concerns Bidders general deal questions (illustrative) 2/3 Taxation What are the potential tax liabilities and risks? What is the existing tax rate? What is the likely future tax rate? What are the tax implications of the deal? Has the business fulfilled all tax reporting requirements, and to what extent are tax filings still open to investigation? Net assets What are the risks that assets and liabilities are misstated? What assets and liabilities are being acquired? Are there any one off or unusual items that may impact earnings? Cash flows What are the cash flow characteristics of the Group? What is the quality of earnings? What are the cash flows around completion and who will own them? Infrastructure What is the risk that the business has not been sufficiently invested in? Have assets been well maintained? Are the future capex cash flows sufficient to support the business plan? Working capital What are the WC requirements of the business and will they change? What is the suitable benchmark WC for the SPA? What is the average and peak WC requirements? What is the quality / recoverability of WC? Net debt What is the adjusted net debt position at the last balance sheet date? Are there any items which could be considered debt for SPA purposes? Provisions/ Estimates What is the nature and extent of provisions in the balance sheet? Are these provisions/estimate s appropriate? Off balance sheet items Are there any off balance sheet liabilities? 2011 KPMG India Private Limited, an Indian private limited company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved. 12

14 Value driver framework and typical deal concerns Bidders general deal questions (illustrative) 3/3 Pensions What could the impact be of pensions on the deal? Do employees participate in a defined benefit scheme? Is the scheme in deficit and is the measurement of the deficit appropriate? Are cash contributions about to go up? What issues will there be with the Pensions Regulator and the trustees? What are the recurring/future costs of these schemes? SPA How will the DD findings be reflected in the SPA? How will we ensure the most favourable working capital benchmark is agreed? How will we ensure the financial definitions and price adjustment mechanism are tight and appropriate? How will financial indemnities and warranties be captured and drafted? Operational What are the primary operating systems/model? Does the business have a stable operating platform? Are the business s operations scalable and able to support projected growth? What do the operational KPIs show about the business? Capacity Efficiency Safety record IT systems Are the IT systems adequate for the existing and future business needs? Are the management systems sufficient to control the business? Integration / Separation What and where are the synergies? How are the synergies going to be achieved, and what are the risks relating to their achievement? Are there any integration or separation issues? Post Deal Support What are the key actions and risks to address post deal? How do we get control of the business as quickly as possible? How will the transaction be accounted for? How do we align our corporate governance? 2011 KPMG India Private Limited, an Indian private limited company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved. 13

15 Key focus areas

16 Key focus areas Business analysis understanding revenue and margins trends Understanding the inputs and outputs of a business and their contribution to cash flow Revenue and margins analysis covers: Segmental and geographical performance Price volume analysis Customer Churn Customer concentration Organic Vs. Inorganic growth abnormal / one off revenue transactions out turn and run rate for non yearend transactions Revenue backlog and pipeline Understanding the cost structure Fixed Vs. Stable Other KPIs like Capacity utilisation, volumes, employee attrition etc. 15

17 Key focus areas Quality of earnings Quality of earnings is a term used when evaluating the underlying historical performance of the business(metric being EBITDA in most cases) Why do we focus on identifying underlying earnings adjustments? key part of a private equity transaction critical element for buyers in building valuation model Potential adjustments covers: One-time/unusual and non-recurring items litigation settlement, severance payments, one time gains, unusual bad debts etc. GAAP and accounting related items - Revenue recognition, Cash Vs. accrual accounting Errors - accruals not provided for Pro forma adjustments - impact of loss of a customer, change in a key position How to identify potential adjustments understanding the quality of the accounting records audit file review plotting cost base monthly exceptional items Information memorendum Discussions with management 16

18 Key focus areas Working capital Valuations especially discounted cash flow Does the business have an adequate level of working capital? What will be the working capital requirements of the business as it grows in the future? What is the impact on cash flow, forecasts and projections? Financial due diligence on working capital focuses on understanding the short-term liquidity needs of the Target, including: Potential adjustments for conversion from cash to accrual accounting The definition of working capital in the purchase and sale agreement Accounting policies used to record working capital historically i.e. deferred revenue The historical working capital needs or bandwidth Seasonality Impact of Quality of Earnings adjustments Excluded assets & liabilities Purchase price adjustment mechanism in SPA Definition Pro-forma statement Completion accounts Opportunities for cash generation through improved WC management 17

19 Key focus areas Net debt Key component in business valuation. Impacts the equity value of the company. To the extent that there is net debt at completion a $ for $ purchase price deduction is obtained Rationale is that existing debt will have to be refinanced (borrowed) from lending banks by the purchaser What is debt? Definition of debt in the offer document Identify debt like items in addition to reported debt and adjust for free cash available with the company Potential debt like items Stretched creditors Outstanding tax liabilities Outstanding employee liabilities Uncared ESOP liability Immediate capex required for existing facilities Interest bearing deposits from dealers/ agents 18

20 Key focus areas Others Related parties level of dependence on related parties and the contractual terms that govern the transactions arms length pricing of transactions continuity of relationships post transaction Governance centralised / decentralized control management knowledge regarding day to day operations Internal controls best indicator is often the quality of information provided in response to due diligence requests. Is the information readily available? Does it agree to the financial statements understand control environment and financial reporting process of the company, to ensure that the financial statements capture the company s performance accurately identify areas where the internal controls needs to be strengthened GAAP differences, wherever applicable SPA assessment of impact of difference in reporting standards conditions precedent conditions subsequent specific / general indemnities 19

21 Key focus areas Others Related parties level of dependence on related parties and the contractual terms that govern the transactions arms length pricing of transactions continuity of relationships post transaction Governance centralised / decentralized control management knowledge regarding day to day operations Internal controls best indicator is often the quality of information provided in response to due diligence requests. Is the information readily available? Does it agree to the financial statements understand control environment and financial reporting process of the company, to ensure that the financial statements capture the company s performance accurately identify areas where the internal controls needs to be strengthened GAAP differences, wherever applicable SPA assessment of impact of difference in reporting standards conditions precedent conditions subsequent specific / general indemnities 20

22 Key focus areas Enterprise value to equity value - example INR mn A) Underlying Earnings 100 B) Agreed multiple Enterprise value (A X B) 500 Net Debt (120) Equity value The equity value needs to be further adjusted for the difference in the closing working capital and the reference working capital 21

23 Illustrative diligence approach

24 Illustrative diligence approach Typical concerns during diligence process What can go wrong Bidders experience Vendors experience Unrealistic timetable leads to lack of preparation time Inconsistencies in financial presentations Value leakage during divestiture process Lack of central understanding of the business being sold Poor quality, inconsistent information in the data room Slow process IM issued before supporting information is gathered & validated A legal data room, no commercial information Too many surprises Lack of effective quality control over data room content Inability to prepare basic Analyzes Extended warranties & indemnities Lack of robust financial data and adequate support/explanation Lack of access to management Too much disruption Inadequate resourcing deflects management team from running the business Poor project management Initial value expectation not realised 23

25 Illustrative diligence approach Due diligence process Steps Agree the scope of work Process The scope is prepared based on our understanding of client requirements. Assistance in identifying relevant data points Hold detailed discussions with target team to: understand business and the key performance drivers understand how information is structured and the various data points available draw out a list of critical information required which is realistic and can be collated by management Fieldwork This will include analysis of the data provided and extensive discussions with the target team to understand trends and clarify our doubts. Request for additional information during the fieldwork, if necessary Discussions with the target Factual accuracy (if applicable) Discuss findings with the target and obtain management point of views to be incorporated in the report. Analyse and incorporate any data presented by target in support of their point of views Discuss whether corrective actions are needed and can be initiated (specific to VDD) Circulate the report to management and obtain a confirmation that all assertions are factually correct Update report for any inconsistency between management and reported data / information Reporting Provide periodic updates on emerging issues through the fieldwork period Detailed report on completion of fieldwork Release of report to client / potential investors and subsequent discussions (for VDD) Release report to client / individual investors Discuss diligence findings with client / investors and address their queries related to the DD report / process. Identify if there is any further work required by client / investors Formally assume responsibility to the final selected bidder (specific to VDD) 24

26 Thank you Yogesh Somani KPMG India Private Limited