Summary IFSA Cases
Summary IFSA Cases
Unknown firms
o Service = inventory < 1% or “NA” (Not applicable)
Firms B, J, F &
Given firms
o Sometimes “services” in the name’s firm or is an obvious “service” provider.
Airline, Engineering and Consulting Services, Commercial Banks, Trucking &
Logistics
Second breakpoint
For the 8 remaining firms, there is 5 retail industries. This industry has a common aspect, low
account receivable (sell mostly to individual customers that pays with cash or card)
Technically, it consists of smoothing cost through creating and then adjusting an asset called
“Deferred production cost” that will modify the amount of expenses in the balance sheet in a way
that the percentage of net income is the same as the average estimated income. After some years
there is a burn-off of “DPC” (starts decreasing) due to the actual cost being lower than the average
estimated cost. The Cash-flows remains unchanged.
Pros of
Program accounting
1) Align Incentives between long-term investors and management.
a. Use of avg gross margin
b. Management and compensation based on long terms achievement.
2) Better reflects business model.
a. Manufacturing/conception is a long term process.
b. Production requires huge investment (R&D, facilities, management, control)
c. Take into account production scaling and the learning effects curve.
3) The program is the right unit of analysis.
a. Logic, thousands of individual units in the program
b. Unit accounting would result in huge losses in the beginning, not reflecting the
profitability of the program (≠ economic reality)
Avg gross margin is better then.
Cons of Program accounting
1) Uncertainties due to estimations
a. Estimates difficult to make given long horizons.
b. Total demand, revenue volatile
c. Future costs, learning efficiencies potentially unreliable.
2) Possible manipulations
a. Management could abuse their factor estimation ability in their favor.
b. Extremely hard to audit, program relies on assumption of the management.
3) Unit-cost accounting reflect actual costs for an airplane.
a. COGS represents expenses and then profitability of a specific unit of production.
4) Program accounting decreases comparability to Airbus
a. Difficult to compare its performance with competitors, which is a problem for
investors and analyst
5) Learning efficiencies are not unique to compagnies using program accounting.
These temporary differences exists because taxes are paid using Cash Accounting not Accrual
accounting.
Exemple 1:
Here, the taxes are paid when the cash flows are realized (left table). Thus, the tax difference will be
in the DTA (or DTL) account, here the income is realized in t = 1 The cash account should always
represent the sum of the cash flows minus the “cash accounting tax expense.”
Exemple 2
Exemple 3: Depreciation
In T = 0, XYZ acquires PPE for $100, which XYZ depreciates over 5 years. Tax officials depreciate it
over 2 years. XYZ has stable revenues of $100 from T = 1 until T = 5.
The tax rate is 20%.
« DTL » comes from the different amortization/depreciation period. Tax administration usually use
short period amortization period because the possibility to totally deduct an asset in a short period
of time gives incentives to compagnies for buying the latter. (consumption).
There can also be a “DTL” if the company use a straight-line (constant) depreciation while the tax
administration uses a “double declining balance” balance because it shifts depreciation schedule
forwards, resulting in have a lot of tax reduction in the beginning.
If tax rate changes through time, that might result in a “DTA/DTL” that could remain permanently ->
Allowance to be done
Allowances
Allowances are contra-assets accounts, meaning they decrease the total assets.
They are the estimation of the probable non-realization of deferred tax assets. Likely losses
are to be recorded during the current period (Conservative approach)
To take fully advantage of a net DTA, taxable income must be big enough:
Future Taxable Income (on a given period of time) x Tax percent ≥ net DTA.
Mayo believe that Citigroup cannot reach this condition since the future taxable income (per year) is
about the same as Citigroup’s current losses. Thus, he thinks that Citigroup should increase the
“valuation allowance” account so the condition can be met with a lower “DTA”
On the other hand, Citigroup argues that it will be sufficiently profitable through selling part of their
business at a price that would generate sufficient taxable income to take full advantage of its DTA
Le fisc autorise la
déduction d’impôt
pour les pertes sur des
prêts, mais ne
reconnaît que la perte
effectivement réalisée
(actual loan loss), ainsi
seul 50 peuvent être
absorbés par la
réserve.
Il s’ensuit que la perte nette à reporter est plus élevée pour le fisc. Ainsi, on pourra avoir une
plus grande déduction d’impôt grâce au carry-forward, d’où la création d’un « DTA »
Conlcusion
Although Citigroup was right and was able to generate sufficient income in the years after the crisis,
which would have allowed it to make use of its DTA, having not taken any valuation allowance
against its DTA contrary to Mike Mayo’s calls, it did have to finally take a large sudden valuation
allowance against its DTA in 2017.
Although the creation of an allowance was not directly linked to Citigroup’s ability to generate
sufficient income, but rather to a change in the tax regime. It does highlight the importance of
conservative accounting practices as future income can never be certain especially in an uncertain
post financial crisis setting. Moreover it showcases the danger of external factors such as tax
changes that can impact its DTA.
Given that Citigroup has a history of bad risk management as highlighted by the financial crisis, not
taking a valuation allowance made it much more risky and its financial statement did not accurately
reflect the fair value of its asset given that it strongly assumed a fast recovery.
4. Microsoft x aQuantitative
Discuss the pros and cons to acquire aQuantive.
How does Microsoft’s purchase price allocation (PPA) differ from aQuantive’s last
balance sheet (BS) prior to acquisition? Why is it different?
All assets and liabilities are re-evaluated during M&As at their “fair value.” Here’s how PPA
calculation is done:
1. Mark the assets to their fair values, i.e. price received (paid) to sell (transfer) an asset
(liability) on the market at the measurement dates.
a. Market approach: price/info in last transactions
b. Income approach: Discounted cash flows (with current estimations)
c. Cost approach: cash needed to replace asset’ service capacity.
2. Value and add unincluded intangibles asset that meet recognition criteria.
a. Ex: Customer list, brand value, Trademarks, Domain names, Employment contracts,
Noncompetition agreements.
3. Allocate difference between Purchase price and fair value of (in)tangibles to Goodwill.
a. On BS, Goodwill = PPA – NAV of reevaluated acquired company (A-L = E)
Using ONLY the data available in the table below, and assuming USD 6 Billion all-
cash acquisition, compute the merged accounts of the “new” Microsoft after the
aQuantive acquisition. Detail your computations.
Why did Microsoft pay so much more than the market value of the assets on
aQuantive’s accounting records? Moreover, why did Microsoft pay more than
aQuantive’s stock price?
They paid 9.81 times more than the NAV under book value (before reevaluation), here’s why:
Some assets are worth more than historical value.
o e.g. Real Estate
Some assets are not on the BS
Some assets could be worth more considering their combination with others.
Liabilities may be discharged below their book value
Also, there are reason for them to pay a 85% premium on stock price:
1. Synergies between acquirer/target assets
a. Revenues Synergies (cross selling, less competition, new markets)
b. Cost Synergies (less employees, shared info sans resources, marketing strategies)
c. Financial Synergies (tax optimization, cheaper financing)
2. Premium for control (the highest the premium, the better chance for current shareholder to
accept the acquisition
3. Paying too much during completive bidding – the winner’s curse!
a. Winning bid > auctioned assets: incomplete infos, emotion, other factors
What does the goodwill on Microsoft’s balance sheet generated from the aQuantive
acquisition represent? What do you do with goodwill after it is on the balance sheet?
Impairment of a PPA
Impairment is frequent in PPA.
The difference is decreasing the PPA directly or through a contra-asset “allowance” account. This
allowance is an estimation, if it is seen as likely, we record it in the current period (conservative
approach)
But in our case, Bulgaria is of a higher importance since it account for 20% of its revenues and
considering that NEK has high bargaining power (because the power plant is new), a small change in
non-payment of this revenue can have a significant impact on the firm.
However, a small price change will not have a sensitively impact due to a long-expected lifespan of
40 years. Impairment unlikely. Moreover, taking impairment would signal to the government that
AES is ready to take a loss.
What other kinds of risks (other than political risk) do companies face? How might
these risks affect the likelihood of the impairments?
Collection risk: risk that customers will not pay e.g. Dominican Republic
Regulatory risk: change in regulation might negatively affect the company’s
Technological risk: new technology can make existing investments obsolete
Operational risk (including taxes and labour): cost overruns and bad operational decisions
Environmental risk: related to regulatory and technological risk; actions that negatively
affect the environment can create large losses for a firm
Commodity risk: changes in fuel prices may adversely affect profitability
Foreign exchange risk: changes in exchange rate fluctuations
Conclusion
The case has shown us the importance of communicating risk through financial statements
The related risk and benefits of operating in emerging markets
Accounting for Bad Debt
Accounting for Asset Impairments
The limitations of accounting numbers when the distribution of asset values has large tails
6. Mattel
Big Four, Independence and control
“Audit is vital to trust in financial information, and it’s this trust that turns the wheels of the capital
markets system. It is the independence that auditors bring, the objective scrutiny, which gives the
business community confidence in the numbers.” - KPMG in “Value of Audit”
In the UE and the US, public compagnies are required to have their FS (Financial statement) reviewed
by independent audit professionals. Following Enron’s scandal, the”SOX” law establishes audit
standards limiting conflict of interest. Concretely, it prohibits registered external auditor from
providing certain non-audit services to its public companies audit clients.
Not only external control is sufficient, but internal control also plays a key role, since it has different
goals:
External control (audit)
o Assess FS consistency with GAAP.
o Increases credibility of FS by reviewing samples
o Attest to the quality of
Internal control (management) assures
o Reliable, Accurate informations
o Compliance with law and regulation
o Reliability of FS
o Safeguarding of assets
o Economical/efficient use of resources
o Accomplishement of operation/program goals
Should Mattel retain PwC as its auditor going forward? What are the costs and
benefits of doing so?
PWC’s misconduct
Failing reviewing Mattel’s internal control
o Didn’t pursue more rigorous audit and didn’t issue material deficiency on internal
control despite their long experience with Mattel.
Serious breach of independence (complying with management)
Minor possible breaches of independence (recommendation on senior management,
providing other services)
Refer to Exhibit 9. In Q3, 2017, Mattel understated both its valuation allowance and
tax expense by about $109m. How does this affect the financial statements? Is this
material?
Management has incentives to deliver consistent good performance. To achieve this, they might
bend result in their favor if actual earnings doesn’t suit management through several techniques:
Inflating revenue through credit sales (attractive postpone payment conditions)
Mischaracterizing expenses (as non-recurring while being recurring)
Stock buybacks (increases EPS through decreasing the number of shares)
It is obvious that all compagnies manage their earnings, but only reporting earnings withing 5% of
true earnings will result in not being caught. It helps look better, survive, increase bonuses or share
price, assure employees/supliers/clients.
Materiality
The concept of materiality can be defined as the magnitude of an omission/misstatement in the FS
making it probable that someone relying on these would be influenced by the information in its
judgements.
It can be:
Quantitative: An amount > 5% of pre-tax income
o For Mattel, its DTA is 8% of asset -> Recognizing the allowance could material.
Qualitative: for a statement impacting an investor’s decision
In the end the recognized a valuation allowance of $ 109 million, which was material.
Why did Mattel fail to avoid the scandal that it faced? What could management and
the board have done differently?
Despite that FS fraud is less recurrent than other types of fraud, it causes a lot of losses; using
whistleblowing is the best way to spot fraud, because it award between 10-30 % of the monetary
sanction to the whistleblower.
7. Cracker barrel
What is your assessment of Cracker Barrel’s performance over time? What stands out
to you about Cracker Barrel’s business model? (Hint: Use relevant metrics from
exhibits and the excel spreadsheet and interpret them, don’t just list them!)
Overview of DuPont Analysis
Classic DuPont Formula :
Do you agree with Biglari’s critique of the company’s performance? Which aspect of
his argument resonate the most with you? Do you think his solutions will help Cracker
Barrel?
Biglari’s arguments
Week Strategy, Poor Execution
o Management shouldn’t have open new restaurants when current ones are
performing poorly.
o Strategy should completely change; expanding internationally and adopting
franchising model
Lack of Transparency
o Retail and restaurants segments should have their own figures to assess how well
each strategy is executed. (However, there is synergies between the store and the
restaurant in the overall consumer experience. Thus store’s profitability is not
necessary important)
Aging board (30Y+), inappropriate incentives
Overall Lackluster Performance
o Cracker Barrel’s performance is subpar, such as poor sales growth and low NOPAT
margins.
Biglari’s solutions
Adjusting Menu prices (bring it back to its lower levels to attract more consumer)
Moratorium on Opening New Stores (focusing on current stores losing traffic)
International Franchising (maximize Cracker barrel’s brand value with low investments)
Revamping the Board and reviewing compensation (align incentive with shareholder
interest, thus motivating management and improving performance)
Do you agree with Biglari’s choice of peer companies? If not, what peer group would
you choose and why?
Benchmarking consists of comparing a company to a peer group to assess its management or
strategy. The selected comparing companies must be similar in size, business model and customer
base.
Biglari might have selected these really different companies because he could have wished to switch
strategy to the peer groups, he might have manipulated the benchmark to discredit the management
or maybe he is just incompetent
How does Cracker Barrel’s performance compare to your peer group? (Use relevant
metrics!)
Alternate DuPont Analysis (2011)
NOPAT Margin Cracker Barrel was at 5.1%, Biglari’s group was at 12.0%, and the small & mid-
cap group was at 7.0%.
ROA Cracker Barrel’s ROA was 15.4%, whereas the ROA for the small & mid-cap group was
20.8% and the ROA for Biglari’s group was 33.9%.
ROE Cracker Barrel and Biglari had similar numbers, 44.4% and 41.4% respectively, whereas
the small & mid-cap group was at 15.0%.
Overall Cracker Barrel was performing below size comparable firms in terms of profitability
and operating pe-rformance. However, it made up by having a significantly higher amount of
leverage.
Imagine the new CEO hires you as her advisor. What suggestions would you have to
improve the performance of the company? (Don’t be shy, be creative!)
Improve board governance (already ongoning)
Greater transparency (reporting both reaturant and retailing store appart)
Better constructed incentives (senior management wasn’t motivated)
Increasing same store sales growth through better pricing or marketing?
Franchising? Cutting retail? (could alienate loyal customers)
How would you have voted on Biglari’s election – for him or against him?
8. Novastar
Key concepts
Subprime mortgage loan:
Subprime: Label given to borrowers with poor credit rating.
Mortgage: Loan used to buy real estate (house, land) where the latter is used as collateral.
Securitization:
Process of selling the rights to future cash flow streams from financial assets to outside investors.
This provides an immediate source of cash for assets that would otherwise pay out a cash flow
stream over time. In the context of this case, NovaStar pooled loans together and sold them to
outside investors.
value estimate:
Value of a financial asset derived by discounting the projected future cash flows. This method of
valuation implies important assumptions (discount rate, default rate, prepayment speed) made by
the NovaStar’s management.
Short selling
Payoff
2. What accounting estimates allow you to assess these risks? How do you think
NovaStar is performing based on these accounting numbers?
Hausse de prêts détenus, car ne peu plus en revendre autant à cause de marché en déclin.
Engendre en conséquence une augmentation des provisions pour pertes sur crédit (mais pas dans la
même proportion dû à manipulation)
Hausse du levier (donc plus de risque) et encore un fois provisions sous évaluées
Augmentation des « impairments » en proportion des prêts à vendre, plus de dividendes que de
revenus & Gain on sales
3. Do you agree with Cohodes’ assertion that NovaStar was a fraudulent business?
Which parts of his thesis resonated the most with you?
4. What is your assessment of the SEC’s and analysts’ response to Cohodes research?
5. Why do you think Cohodes was unsuccessful for over four years in his short-sell
thesis? If you were in Cohodes’ shoes, would you have persisted with the short sale?
6. What do you think about the attractiveness of short selling as an investment
strategy?