Posts Tagged ‘Financial Strategy’

Top 10 Credit Topics of 2010

Tuesday, December 28th, 2010 by Ron Carleton

Here’s our list of the top 10 topics on the minds of credit professionals in 2010:top_ten_list

10) Risk Management – We’ve written many times this year about risk management, both good and bad.  Whether it was BP and operational risk, suppliers dealing with customer concentration risk (or “Wal-Mart Risk”), or Lehman just not managing risk.  This topic was on our radar in 2010 (and needs to stay there into 2011 and beyond).

9) Games CFOs PlayAggressive financial reporting (and outright fraud) can happen at any time, but management’s motivation to do it is heightened during an economic downturn when there is pressure to “hit the numbers” (and not breach covenants, etc.).

8 ) Managing High Risk Clients – Sure the recession is over, but many companies are still struggling with high leverage, high competition, low sales growth, and high costs.  Lenders and bondholders will be working with many “high risk” clients well into 2011.

7) Intercreditor Priority – When times are good (think the 2003-07 credit bubble), no one pays much attention to collateral and subordination (or covenants, or any other part of credit documentation for that matter).  The restructurings and bankruptcies of the great recession reminded us how important these issues are.  We fear that the market is already starting to forget these lessons (think covenant lite and second lien!).

6) Cash Flow Analysis – Cash is king.  Real cash, not EBITDA.  Enough said.

5) Liquidity – Many CFOs (and lenders) have learned the hard way that liquidity can be the most important element of financial strategy.  Our favorite analytical tool for looking at liquidity is the liquidity position.

4) Financial Strategy - Leverage matters too.  A company’s debt strategy should depend on its business needs and business risk, not just the condition of the capital markets.  The levering up we saw in the boom is evidence that some companies forgot this rule – many have been working to delever since 2008.

3) The Credit Cycle - The debt markets have returned (although not to the levels of 2006-07, yet).  The return hasn’t been smooth, however.  Issuers and investors have been looking closely at the relationships between the loan and bond markets, perhaps venturing where they haven’t been before.

2) Investing in People – While bank compensation levels haven’t necessarily returned to 2006-07 level (or most), we certainly see a lot of hiring at the analyst and associate levels, and more business and opportunities for more senior professionals.

1) New Opportunities – With the economy (slowly) improving (think increasing loan demand), and bank capital on the mend (think increasing loan supply), we think the increasing bond and loan volumes we saw in the second half of 2010 will continue into 2011.  Here’s hoping that 2011 brings you many new opportunities.

What “hot topics” do you see looking forward – leave a comment…

Why Isn’t Ford Bankrupt?

Thursday, November 18th, 2010 by Ron Carleton

The Terrible Auto Market

With the success of the GM IPO, we may be tempted to forget the terrible decade the U.S. auto industry has just completed.  Car sales steadily declined from 2000 through 2007, then collapsed in 2008 and 2009 to a level not seen since 1951.  Truck sales, which saw dramatic growth in the 1990s and finally eclipsed car sales in 1999, saw some growth in the early 2000s, but also dramatically retreated in the 2007-09 recession.

US Vehicle Sales

The “big 3” U.S. auto makers also suffered market share declines in this period, from a combined 65% of the U.S. market in 2000, to 53% in 2006, to 44% in 2009.  It should be no surprise that GM and Chrysler filed for bankruptcy in 2009.  The real question is: Why didn’t Ford go bankrupt?

Why Didn’t Ford Go Bankrupt?

By 2006, it was clear to the big 3 auto makers that there was a problem.  Ford’s sales and net income had been flat for many years.  Ford, like the other auto makers, began a major restructuring to reduce capacity, cut costs, and accelerate product development.  The key to Ford’s success, however, was in aligning its business and financial strategies.

ford-logo-big

How did the Ford finance team respond to declining sales and the company’s new operational restructuring?  By borrowing over $12 billion, increasing the company’s auto sector debt (excluding the financial services business) by 66% from $17.9 billion to $30.0 billion.  Ford borrowed this money at the peak of the credit bubble, right before the recession hit and vehicle sales dropped by over 1/3.  Why isn’t Ford bankrupt?

Why the New Debt?

Ford’s financial strategy was to maintain adequate liquidity to complete the operational restructuring, consistent with the auto industry’s high degree of cyclicality.  So why borrow over $12 billion?  The bulk of the new debt, almost $9 billion, went to increase the company’s cash hoard, with the remainder funding losses, capital expenditures, and other operating needs.  During 2006, the company’s auto sector cash and marketable securities increased from $25 billion to almost $34 billion.  Add to that over $12 billion available under the company’s revolving credit facilities (which were also renewed in 2006), and the company’s total liquidity going into the recession was over $46 billion.

Debt Maturities Matter Too

In addition to building cash and revolver availability, Ford had a conservative strategy on debt maturities.  At December 31, 2006, 95% of Ford’s auto sector debt was long term (i.e. maturing beyond 1 year).  In fact, over 88% matured beyond 5 years.  While long-term debt typically costs the issuer more than short-term debt, Ford accepted this additional cost in order to reduce the risk that it would have to come to the financial markets to rollover debt during a downturn.

Lessons Learned

Ford, GM and Chrysler all faced significant operational challenges in the mid-2000s.  All began major operational restructurings to cut capacity and costs and simplify their manufacturing and distribution networks; we are seeing signs of the operational turnaround at all three companies.

Ford was able to avoid bankruptcy in 2009 because of its operational restructuring, but also because of a successful financial strategy.  It opportunistically borrowed money under favorable terms, built a large cash position, and kept very long maturities on the bulk of its debt.  This financial strategy gave the operating side of the business the breathing room to complete its restructuring and survive the recession.

More Companies Have “Wal-Mart Risk”

Wednesday, May 26th, 2010 by Ron Carleton

For the 7th time in 10 years, Wal-Mart is #1 on the Fortune 500 list (in the other 3 years, it was #2).  The company is the largest private employer in the U.S. and accounts for 8% of total retail sales in the US. As big box retailers (including Wal-Mart, Target, The Home Depot and others) have gained market share over their smaller competitors, consumer products companies feel the need to sell to these large retailers in order to grow sales.  For some companies, however, selling to the big box retailers has a darker side – what we call “Wal-Mart Risk.”

Customer Concentration Risk

The risk is customer concentration – that a significant portion of a company’s sales are to one company.  The dangers of customer concentration include:

1)    Credit risk – the risk that the customer will go bankrupt and the company will be unable to collect its receivable.

2)    Switching risk – the risk that the company will build capacity to satisfy a large customer, and then the customer switches to another supplier, leaving the company with significant excess capacity (and perhaps unsold inventory).

3)    Buyer power – the risk that the customer uses its position as a large buyer to drive down the price it pays the company for goods.

In order to address customer concentration risk, revolving credit agreements that include a borrowing base often exclude accounts receivable from customers above certain concentration limits (say 10% of total receivables).  This provision significantly limits revolver availability for some borrowers and does not protect lenders from the main risks of customer concentration – switching risk and buyer power.

How is Wal-Mart Risk different?

How should we look at customer concentration risk differently when the large customer is Wal-Mart or one of the other big box retailers?

1)    Credit risk is significantly reduced.  It is unlikely that Wal-Mart will go bankrupt and not pay its suppliers.

2)    Wal-Mart takes advantage of its buyer power more than most.  The downside of selling to big box retailers is that they will demand lower prices, leaving their suppliers with lower margins.  In addition, Wal-Mart is well known for setting other strict terms for its suppliers in terms of product quality, inventory levels, distribution and returns.

Can we “structure around” Wal-Mart risk?

So how should lenders address the ever-increasing Wal-Mart risk among their borrowers?

1)    Waive concentration limits for receivables from high quality vendors, like Wal-Mart, but consider lower advance rates to account for the higher dilution likely from aggressive return and warranty claims.

2)    Consider the impact of the loss of a large customer on the borrower.  Does the company have a contingency plan?  Will it be able to bring down costs and capacity to match lower sales?

3)    Lower leverage!  Companies with significant customer concentration have higher business risk than companies with a diverse customer base and should thus have a more conservative financial strategy – that means less debt.

Have you seen companies and/or their lenders address this risk?  Tell us how – we welcome your comments.

The Refinancing Cliff Is Coming

Wednesday, May 19th, 2010 by Ron Carleton

The problems of the last leveraged buyout  bubble are still with us.  From 2004 through 2007, the U.S. experienced an unprecedented level of LBO activity.  That all ended with the collapse of the debt markets in the summer of 2007 (and the disappearance of the debt markets after the Lehman bankruptcy).

LBO boom

LBOs are funded primarily with debt – somewhere between 60% and 80% of the capital structure.  These are the debt products used:

  • Institutional Term Loans (also know as “Term Loan B” or “TLB”) – often the single biggest tranche of debt, these loans are sold to institutional investors, such as collateralized debt obligations (CDOs) and prime rate funds.  They have very little principal amortization and a final maturity of 6-7 years.
  • Pro-rata Loans (comprised of a revolving credit facility and a Term Loan A) – these loans are sold to banks and typically make up a smaller part of the capital structure than the TLB.  Standard terms for a Term Loan A include significant principal amortization and a final maturity of 5 years.
  • High Yield Bonds – are sold to institutional investors.  They have a bullet maturity (i.e. no principal amortization) and a final maturity longer than the Institutional Term Loans, typically 7-10 years.

The Debt is Coming Due!

Starting in 2012, we will see significant amounts of LBO debt coming due.  Knowing the typical maturities of the debt products and counting forward from the boom years of 2006 and 2007, first we’ll see large amounts of pro-rata loans come due, then institutional term loans, then high yield bonds, as this chart shows:

refinancing cliff

What is the solution?

Highly leveraged companies have been working on this problem for some time.  Given their earlier maturities, much attention has been focussed on refinancing the loans.  Companies have issued new loans (with longer maturities) and high yield bonds in order to repay existing loans and extend their debt maturity profiles.  There have also been many “amend and extend” agreements whereby existing lenders extend the maturity of their loans (in exchange for fees, increased interest spreads and other consideration).

Looking out into 2012 and beyond, the question is whether or not there will be capacity in the loan and bond markets to refinance all of the maturing debt.  The jury is still out on this question.

Lehman’s Worst Offense: Risk Management

Tuesday, April 13th, 2010 by Tim Delaney

Last post, we argued that Lehman’s Repo 105 balance-sheet-management tactic was not the worst thing Lehman Brothers did on its way to extinction. Volume 8 of Anton Vakulas’s Bankruptcy Examiner’s report details a bunch of blunders with far more serious consequences.

Here are a few of our favorites:

  • Although management was aware of the growing problems in the mortgage markets as early as 2006, Lehman decided to take on more risk “to pick up ground and improve its competitive position.”
  • It chose to do that by “making ‘principal’ investments – committing its own capital in commercial real estate, leveraged lending, and private equity investments.”
  • And it sacrificed liquidity along the way, so that “less liquid assets more than doubled during the same time from $86.9 billion at the end of the fourth quarter of 2006 to $174.6 billion at the end of the first quarter of 2008.”

But in our view, Lehman’s biggest missteps were in risk management. Lehman’s opportunistic push for growth changed into an aggressive push to offset declines in its commercial mortgage business late in 2007 and early in 2008, and that led the company to ignore its own risk controls.

Screen shot 2010-04-01 at 6.20.16 PM

This chart from the Examiner’s Report shows how Lehman’s risk appetite grew through 2007 and into 2008. Risk appetite was Lehman’s estimate of the amount it could lose without jeopardizing employee compensation or shareholder returns.

The chart also shows how in the last two quarters of 2007 the firm exceeded its own risk appetite limit with hardly any restraint, and then in the first quarter of 2008 solved the problem not by reducing risk but by raising the limit.

There are plenty of other instances of management’s undisciplined approach to risk management:

  • Management played games with key risk measures and “omitted some of the largest risks from its risk usage calculation” until June 2008 and “did not revise its stress testing to address its evolving business strategy.”
  • “Lehman rewarded its employees based upon revenue with minimal attention to risk factors in setting compensation,” in spite of the fact that managers were supposed to “use risk-weighted metrics such as return on risk equity…to determine compensation.”
  • After she resisted an increase in the firm’s risk appetite in 2007, Lehman replaced its highly regarded Chief Risk Officer, Madelyn Antoncic, in the third quarter of 2007 with the Chief Financial Officer, Rick O’Meara, who had no risk management experience.

Lehman did not see risk management as a crucial discipline or as a vital safeguard for a company operating with little capital and limited liquidity in troubled markets. For Lehman, risk management was a public relations tool.

It was a show put on to reassure clients, regulators, lenders, and the rating agencies but with no substance or bite. And that misuse of risk management was far more misleading and much more damaging than Repo 105.

Loan – Bond Relative Value

Monday, February 1st, 2010 by Ron Carleton

In our last post, we described how to compare the cost of a floating rate instrument, such as a loan, to the cost of a fixed rate instrument, such as a bond.  For one company, Jarden Corporation, we showed that the bond’s cost is 50 basis points higher than the loan’s cost.  Since both debt instruments were issued by the same borrower, shouldn’t they cost the same?

 

Corporate Finance 101
Whenever there is a difference in the cost or return of two financing instruments, corporate finance theory tells us to look to the risk differences between the two.  This applies if you are looking at it from the perspective of the issuer or the investor.  For this post, we will continue the Jarden example, comparing a loan and a bond for a non-investment grade issuer (note that the product terms, pricing, and risk characteristics for investment grade issuers are dramatically different).

 

Investor: Risk vs. Return
As with Jarden, the yield on non-investment grade (i.e. “high yield”) bonds is typically higher than the yield on non-investment grade (i.e. “leveraged”) loans.  This is because high yield bonds are more risky to own than leveraged loans, for these reasons:

 

  1. Priority: Loans to non-investment grade companies are typically senior and secured, while bonds to these same companies are typically subordinated and unsecured.  Thus, in a bankruptcy, the loans should get repaid before the bonds.
  2. Maturity and Amortization:  Corporate loans rarely come due beyond 6-7 years from issuance, whereas high yield bonds often mature in 10 years.  In addition, bonds typically have “bullet” maturities (i.e. all the principal comes due at once), whereas loans often amortize (i.e. get repaid) over time.  This longer maturity and lack of amortization make bonds more risky to own than loans.
  3. Covenants:  Loans have more (and more restrictive) covenants than bonds.  Thus, as a company’s operating performance begins to deteriorate, the loan will default long before the bond.  This early default gives the loan holders the opportunity to re-negotiate and improve their position before bond holders can do so.

 

Thus, in order to accept the greater risk of owning a high yield bond, investors demand a higher return than what they would receive on a leveraged loan from the same company.

 

Issuer: Risk vs. Cost
As with Jarden,  for non-investment grade issuers, bonds typically have a higher all-in-cost than loans.  This is because bonds are less risky for issuers and provide issuers additional flexibility.

 

  1. Refinancing Risk: Companies are constantly faced with the risk that they will not be able to borrow money when they need it.  If the need is for a new project or operations, we refer to it as funding risk; if the need is to repay maturing debt, we refer to it as refinancing risk.  Companies can reduce their refinancing risk by issuing debt with longer maturities.  The longest maturity typically available to a non-investment grade company is a 10-year high yield bond.
  2. Flexibility: Bonds place few restrictions on a borrower’s operations or financial performance when compared to the large number of restrictive covenants typical in loans to non-investment grade companies.

 

Thus, many companies are willing to pay a higher borrowing cost (and issue bonds) in order to achieve other objectives, specifically lower refinancing risk and greater flexibility.
 
  
Loan-Bond Relative Value
When investors compare the risk and return of related instruments, such as loans and bonds from the same issuer, it is called relative value analysis.  In our Jarden example, a portfolio manager would focus on the yield difference of 50 basis points.  
  • If they think this additional return does not adequately compensate them for the additional risk of holding the bond, they will buy the loan.  
  • If, as was the case at the beginning of the credit crunch, the difference was several hundred basis points for many high-yield issuers, they would buy the bond.

Jarden Compares Loan and Bond Costs

Tuesday, January 26th, 2010 by Ron Carleton

Jarden Corporation (Ticker JAH) is a diversified consumer products company whose brands include First Alert, Holmes, Mr. Coffee, and Sunbeam.  On June 30, 2009, it had approximately $2.7 billion of debt outstanding, half of which was in the form of Term Loans due through 2012.  Management was eager to begin refinancing these term loans in order to gain additional covenant flexibility and extend maturities.  Over the next 7 months, it completed two transactions.

 

August 2009: “Amend and Extend”

 

  • In August 2009, the company extended the maturity of $600 million of Term B loans (”TLBs”) from January 2012 to January 2015 through the creation of a “Term B4″ tranche.  This new tranche was priced at LIBOR + 3.25%.  The remaining $724 million of term loans remain due through 2012.
  • Along with the TLB extension, the company extended the maturity of $100 million of its (unused) revolver from 2010 to 2012 and amended the covenants on its loan facilities to allow for additional securitization and other indebtedness.

January 2010: Senior Subordinated Notes

  • In January 2010, the company completed an offering of 7.5% Senior Subordinated Notes due 2020.  The offering consisted of two tranches: $275 million offered in the U.S. and EUR150 (approximately $217) offered in Europe.
  • The company used a portion of the proceeds from this bond to repay a portion of its term loan, presumably those maturing through 2012.
  • The U.S. tranche was priced at 99.139, for a yield of 7.625%, or a spread of 385 basis points over the 10-year treasury.

 

So which is cheaper?
With LIBOR at 0.25%, the cost of the loan is 3.5% (i.e. LIBOR + 3.25%), while the bond’s effective cost is 7.625%.  So the loan is a cheaper source of capital than the bond?  Not so fast!  The loan is floating rate – if LIBOR goes up, the company’s interest cost will go up with it.  The bond is fixed rate – no matter what happens to interest rates, the coupon on the bond will not change.  So we cannot just compare the current loan cost of 3.5% to the bond’s cost of 7.625% – that would be comparing apples to oranges.

 

Combining a Loan and a Swap
In order to compare the cost of a fixed rate instrument (i.e. bond) to a floating rate instrument (i.e. loan), you must put them both on the same basis: either convert the bond to a floating rate or convert the loan to a fixed rate.  This is done using an interest rate swap.  Let’s swap the loan to a fixed rate, as follows:

Step 1: The company borrows at LIBOR + 325 basis points.
Step 2: In a separate transaction, the company agrees to make a periodic fixed rate payment to a bank, in exchange for which, the bank agrees to make a periodic LIBOR payment to the company.
The current quote for such an interest rate swap is about T+10:

  • The company will pay the bank a fixed rate of 3.875%, or 10 basis points over the current 10-year treasury rate of 3.775%
  • The bank will pay the company a floating rate of LIBOR, which will vary over the life of the contract.

 

These transactions can be expressed as follows:

 

 

 

 

 
 

 We can now calculate the effective fixed rate cost of the loan-swap combination:

 
 

 

 

 

 

 

 

  • Payment to loan holders:          LIBOR+325 basis points
  • Received from the swap bank:   LIBOR
  • Payment to swap bank:            Treasury +10 basis points

The LIBOR received from the swap bank offsets the LIBOR paid to the loan holders.  The net outflow from the company is the T+10 paid to the swap bank plus the 325 basis points paid to the loan holders, or T+335.  The 10-year treasury is 3.775%, so the effective fixed rate cost of the loan-swap combination is 3.775% plus 335 basis points, or 7.125%.

 

Why is the bond more expensive?  And why would the company issue the bond if it is more expensive than the loan?  Watch the blog for answers to these questions.

 

 

 

 

 

 

Off-Balance-Sheet Debt at BT Group

Thursday, November 5th, 2009 by Ron Carleton

 The heavy burden of hidden debt
BT Group, plc, is one of the world’s largest telecommunications companies. Since the telecom crash in 2001, it’s been struggling with operating, management, and reporting problems. You can add financial problems to the list as well.


Its leverage – or “gearing”, as the English put it – is high. Reported debt to capital (adjusted for actuarial losses in its pension plans) is 66%. That’s based on the numbers reported on the company’s balance sheet.


Look beyond the balance sheet, and leverage gets much worse. BT has retirement benefit obligations that exceed pension plan – or “scheme,” as the English say — assets by £2,870. If you consider that to be debt, leverage increases to 71%. Treat operating leases as a form of debt financing, and BT’s leverage climbs to 75% (capitalizing annual rental expense at 8x).

 

Off-balance-sheet debt equivalents
What explains the difference between BTs reported leverage and its adjusted leverage? Why treat pension and lease obligations as the equivalents of debt? How do you tell if an off-balance-sheet liability belongs in your leverage analysis?

 

We use these criteria. To be the equivalent of debt, an obligation has to:

 

• Be a financial obligation, not money owed to a supplier
• Have an imputed or actual interest rate
• Have a fixed payment schedule
• Allow the holder to demand payment in full on default
• Be a substitute form of capital

 

By these standards, unfunded pension obligations are debt because they are financial, are discounted at an interest rate, and often have a payment schedule that is enforced not just by pensioners but by government regulators as well. Operating leases are debt because they are another way of financing assets. If BT securitized its trade receivables, that would be another form of off-balance-sheet financing equivalent to debt.

 

U.S. and international reporting rules are precise about what debt is, but those rules don’t always capture the economic reality of how companies finance themselves. Sometimes reported leverage understates real leverage. That’s the case for BT.

Microsoft’s Leverage Nearly Triples!!!

Monday, June 1st, 2009 by Ron Carleton

Microsoft borrowed $3.8 billion in the US corporate bond market on May 11, driving its total debt up to $5.8 billion. But there’s no need for panic. The company had $36.9 billion worth of cash and investments at the end of March, was producing annualized EBITDA of $23.4 billion, and enjoys triple-A ratings from Moody’s and Standard & Poor’s.

 

Cash flow problems?

The question for Microsoft is, why borrow at all? Companies borrow for lots of reasons. One is to make up for weak or erratic cash flows. That doesn’t seem to be Microsoft’s problem. It’s been generating strong free cash flows and stable free cash flow margins.

* Last 12 months as of March 31, 2009

(Free cash flow margin is a concept developed by the Georgia Tech Financial Analysis Lab, a leader in cash flow analytics. For more information go to http://www.mgt.gatech.edu/finlab. We calculate free cash flow somewhat differently from them in this analysis.)

 

Liquidity Reserves?

Another reason is to build liquidity reserves by borrowing long-term money and keeping the proceeds on hand to meet future needs. But that’s typical of lower-grade companies with erratic cash flows or unpredictable cash needs, not a highly rated company with strong cash flow and few financial contingencies, like Microsoft.

 

War chest?

Another reason to take on more debt is to build a war chest for acquisitions. The likely target for Microsoft is Yahoo, which has a market capitalization of about $21 billion. It might cost Microsoft $25 – $30 billion to acquire Yahoo, but Microsoft doesn’t need to borrow money for that. It has $37 billion in cash and investments in reserve.

 

WACC?

Cost of capital might be the reason. Following the precepts of modern finance, companies like to blend debt with equity in their capital structures to reduce the weighted average cost of capital. Debt is cheaper than equity up to a point, but that point is somewhere around 45% debt capitalization. At only 13.6% debt to capital, Microsoft is a long way from its optimal capital structure.

 

Market Access?

The last reason for using debt is market access. Companies often borrow to establish themselves in the debt markets. That helps the company’s financial managers get familiar with market underwriting standards and practices and gives lenders and investors a chance to become familiar with the company’s management, operations, and finances. With this bond issue, Microsoft is now active in the syndicated bank loan, commercial paper, and bond markets.

 

Microsoft’s Motives?

So which reason is it for Microsoft? It’s probably a combination of reasons. The prospectus for the bonds says the funds are for “general corporate purposes.” We think its most likely for debt market access in anticipation of a major acquisition which might affect liquidity needs.

 

Risk and Structure

Why does all this matter from a credit risk perspective? Understanding the purpose of the loan is one of the fundamental tenets of credit analysis. For large, investment grade companies the purpose can be very vague (”general corporate purposes”), but for smaller, weaker companies it should be more precise (”working capital financing” or “new equipment purchases”).

From a credit structuring perspective, the basic rule is to match the form of the credit to the nature of the need. For a general purpose loan, a revolving credit or a long-term bond would be the best fit (Microsoft’s bonds were for 5, 10, and 30 years). For specific needs, the rule of thumb is to match the maturity of the credit to the life of the assets, with short-term lines of credit for working capital and medium-to-long-term loans for fixed assets.