Financial Due Diligence

Restricted Circulation www.pwc.com Financial Due Diligence 11 February 2015 3rd National Seminar on Due Diligence - ASSOCHAM

Agenda 1 Introduction to Financial Due Diligence 1 2 Why Financial Due Diligence? 5 3 Purpose and types of diligence 7 4 Focus Areas of Financial Due Diligence 14 5 What value does Financial Due Diligence bring? 17 6 In a Nutshell... 29

Introduction to Financial Due Diligence 11 February 2015 1

Section 1 Introduction to Financial Due Diligence What is financial due diligence? Financial Due Diligence (FDD) is a reasonable level of investigation into the financial affairs having a material impact on the prospects of the target business (historical + forward looking) Goes beyond the traditional audit and looks at business from a commercial perspective May not necessarily only look at the historical financial performance of a business but will generally consider forecast financial performance also. Is also about assessing: reasonableness of accounting judgments and estimates used by the target company management in the preparation of financial statements completeness of target s financial statements / accounting information evaluation of target s current economic viability and future prospects 2

Section 1 Introduction to Financial Due Diligence Financial due diligence is not an audit Financial Due Diligence Business Understanding to Investor Prior to Transaction Comfort / Transaction focussed Industry Standards, Deal Drivers, GAAP, Effect on Purchase Consideration, Txn Drivers Controlled Access Purpose Timing Opinion/ Report Governing Rule Effect Access Audit Report to shareholders/ Accounts users Annual Closing True and Fair GAAP, Companies Act / AS Effect on Profitability / net assets / reporting / disclosures Full Access 3

Section 1 Introduction to Financial Due Diligence Financial due diligence is carried out at various stages of the Deal «Phase 1» Preliminary business appraisal «Phase 2» Detailed review & signing «Phase 3» Post signing Initial Feedback Modelling Preliminary Report Final Report / SPA drafting support Report Operations /PMI work Tax DD & structuring, Pensions, IT Tax DD & structuring, Pensions, IT Stage of deal Information Memorandum Management Presentation Data Room / VDD Exclusivity Full access due diligence Closing Debt Syndication Integration Client Initial Offer Revised Offer Final Offer/ Sign SPA Transfer of shares/ Acquisition Credit contracts 4

Why Financial Due Diligence? 11 February 2015 5

Section 2 Why Financial Due Diligence? Key benefits of financial due diligence Identification of Potential deal issues Areas for reps and warranties and impact on SPA Identification of negotiation points Adjustments to purchase price Identification of separation and integration issues Assessment of sustainability of revenue and margins Identifying cost savings opportunity Softer aspects on the Management 6

Purpose and types of diligence 11 February 2015 7

Section 3 Purpose and types of diligence Types of due diligence based on purpose Buy side diligence Sell side diligence (also known as vendor due diligence) Due diligence commissioned by the acquirer Focused on areas of interest for potential acquirers (financial or strategic) Reporting generally issue based Auction <> exclusive Due diligence commissioned by vendor Focused on areas of interest for potential acquirers Identifies potential show stoppers allowing an effective mitigation strategy to be devised Key tool for maximising success of the transaction in a reduced timetable through maintaining competitive strength 8

Section 3 Purpose and types of diligence Purpose : Buy Side Vs Sell Side Due Diligence? Are you buying what you think you are buying?? Buy Side Due Diligence Assist the buyer maximise his return on the deal Do you know the issues a potential buyer may negotiate on? Sell Side Due Diligence Assist the Vendor / Seller get the best value on the deal 9

Section 3 Purpose and types of diligence Tangible impact on the purchase price Buy Side Due Diligence Pre-diligence/ MoU Price Poor quality data given to One-off/ acquirers Non-recurring revenues/ margins Poor quality of assets/ inadequate provisions Disputes/ warranties/ claims Due diligence review process Tax litigations Contractual obligations/ Capital commitments Final Price Time 10

Section 3 Purpose and types of diligence How sell side diligence / VDD supports a successful disposal? Business performance Process preparation Process management Clear and full articulation of issues and presentation of its strengths Consistent story from management to bidders via the IM/VDD One-off events/issues effectively explained to investors Consistent financial data Provision of clear, relevant information on the investment rationale and process Sufficient resources and advisor levels for the VDD process High quality budget and forecast preparation, consistent with historical data Meeting process deadlines Answering bidders 'questions fully and confidently Confidence in the selling business Confidence in the process Confidence in process management A strong VDD report will underpin a successful investment process and protect value 11

Section 3 Purpose and types of diligence Types of due diligence based on access Full Access to the target management, staff, accounting, financial and legal data Limited Access to the target management, staff, accounting, financial and legal data No Access: Strictly controlled environment, typically based on publicly available data Virtual dataroom: gaining lot of recognition, especially in cross border deals 12

Section 3 Purpose and types of diligence Investor s expectations from FDD...an evolution Traditional/ Stereo-type Mainly buy side due diligence Full access and exclusivity in processes Significant information available Full access to management Completion accounts and purchase price adjustments Adequate time to discuss, deliberate and negotiate due diligence findings Current Scenario Vendor due diligence prevalent, with limited top up buy side due diligence Focused reporting on what is important Limited access to management and managed Q & A processes pre exclusivity Short lead times for completion of work Move towards locked box mechanisms (specially in developed markets) Contribution to all aspects of the process including the valuation model Point of Views very important! 13

Focus Areas of Financial Due Diligence 11 February 2015 14

Section 4 Focus Areas of Financial Due Diligence Focus areas of FDD Overall Compliance with the relevant GAAP Any qualification in Auditors Report Management letters Commenting on accounting policies Quality of carve-out financial statements (where applicable) MIS vs. financial statements Trading Results Understanding key revenue and cost drivers Analyzing quality of revenues and underlying earnings Analyzing key customer contracts and operating agreements Analyzing business dependence on customers and vendors Critiquing prospective financial information and assumptions Level of overheads / operating leverage in the business 15

Section 4 Focus Areas of Financial Due Diligence Focus areas of FDD (continued) Indebtedness, Cash Flows and Working Capital Analyzing underlying cash flows and working capital Net assets adjustments Debt and debt like items Identifying significant unrecorded commitments and contingencies Identifying capex needs of the business to meet the projected revenue and margins Other matters Providing observations on key personnel and management s track record Assessing management information systems Related party transactions - Highlighting separation / stand alone issues Highlighting post-acquisition / integration issues. Analyzing change in control provisions and potential impact. 16

What value does Financial Due Diligence bring? 11 February 2015 17

EBITDA Adjusted EBITDA Section 5 What value does Financial Due Diligence bring? How does financial due diligence impact valuations? Info Memo Assessment Due Diligence Findings Adjustments Final Equity Value Multiple Adjusted multiple Initial Enterprise Value Adjusted Enterprise Value Debt/WC Pension/ Tax Other Equity Value Based on: IM EBITDA IM / initial view of market positioning, growth and financing arrangements Adjusted for: - Due diligence findings re maintainable EBITDA - Due diligence findings re market positioning and growth potential To reflect issues outside EBITDA: - Debt - Working capital - Pension deficits - Tax issues - Capex/restructuring costs Final equity value Price to be paid will also be affected by tactics i.e. value is not the same as price 18

Section 5 What value does Financial Due Diligence bring? Due Diligence Approach : Quantifiable Benefits 1. Quality of Earnings (QoE) INR in million Reported operating EBITDA Net sales Operating EBITDA as a % of net sales Proposed diligence adjustments to operating EBITDA 1 Margins from non core business w hich is non recurring 2 Margins nature from discontinued products 3 Potential impact consequent to w ithdraw al of the extant excise duty benefit on margins of menthol business 4 Expenditure (currently capitalised) pertaining to patent application that may not be granted in future 5 Revenue expenditure capitalised as CWIP to be w ritten off 6 Inventory valuation of WIP not as per Indian GAAP 7 Short provision for certain expenses 8 Pre-operative expenses incorrectly capitalised 9 Exchange loss on creditors/ debtors (net) Sub total Adjusted operating EBITDA Adjusted operating EBITDA as a % of net sales FYXX xxx xxx xx% xxx xxx xx% Direct adjustments to proposed valuation + Negotiating points with the seller + Go forward issues + 2. Net Asset Adjustments (NAA) 4. Working capital INR in million 31 Mar XX Reported net w orth as at 30 Jun 08 xxx Proposed due diligence adjustments to net worth 1 Provision for redemption of premium on FCCB 2 Forex gain / loss on forex assets 3 Inventory valuation of WIP not as per Indian GAAP 4 Short provision for expenses 6 Provision for slow moving inventory 7 Revenue R&D expnses incorrectly capitalised 8 Incorrect capitalisation of interest cost 10 Provision for debts doubtful of recovery 11 Diminution in the value of investments in subsidiaries 12 Tax exposure - dividend received from group co 13 Tax exposure - Failure to fulfil export obligation Total adjustments Adjusted net worth as at 31 Mar XX xxx Inputs to validate assumptions in business model / projections of Target 3. Debt/ Debt like adjustments INR in million Reported net debt Less: unrestricted cash Debt-like adjustments: Bills discounted Buyer's credit Capital commitments Capital creditors Creditors against letters of credit ('LC') Creditors beyond 180 days Provision for employee benefits / unfunded Provision for redemption premium on FCCBs Commitments and contingencies Adjusted net debt Seasonal pattern of w orking capital Total debt like adjustments 31 Mar XX xxx xxx xxx INR in million 31 MarXX Inventory Debtors Loans and advances Current assets xxx Sundry creditors and provisions Reported w orking capital xxx Adjustments Insurance claim receivable included in debtors - Provision for proposed dividend - Net of capital creditors/ (capital advances) - Provision for redemption premium on FCCBs - MTM loss on forw ard cover Adjusted w orking capital - xxx 19

Section 5 What value does Financial Due Diligence bring? Examples of real life deals and impact of financial due diligence Sell side due diligence on a foods and beverage company (QofE issues) FDD on a print media company in Eastern India (Deal breaker) Inbound investment into lighting business of an auto components manufacturer (Deal structure change) Proposed investment into an upstream oil and gas asset (Significant value adjustment) 20

Section 5 What value does Financial Due Diligence bring? Final comments...things to remember for a successful diligence Tailor-made scope of work of financial due diligence based on the Deal contours..remember..each deal is unique! Synchronise the work of various work streams financial, tax, legal..close coordination yields best results! Timely availability of quality information. Representation and warranties...significant inputs from FDD and Tax DD teams. Clear definition of key terms involve financial due diligence specialists right from the term sheet stage: o o o o o EBITDA (GAAP / Audited vs. Unaudited / Reported vs. Adjusted) Deal multiples (Revenue, EBITDA, etc). Debt & debt like items (specifically define debt like items) Working capital peg Earn out mechanisms 21

Section 5 What value does Financial Due Diligence bring? Typical FDD adjustments only for reference Quality of earnings and margins Normalised, pro-forma, adjusted EBITDA Impact of differences between accounting policies / GAAP followed by investor and investee Revenue recognition and cut off procedures Discontinued operations / one offs Provisioning for doubtful receivables Normalised level of overheads Inventory valuation Employee retirement benefits Promoter and key managerial remuneration Expenses not incurred exclusively for business Identification of one off/ non recurring items effect Quality of assets Adjusted net assets position Fixed assets related adjustments including accelerated depreciation, physical verification, capitalisation of soft costs, ageing of assets helping in identification of growth and maintenance capex Quality of receivables Quality of inventories Deposits with tax authorities Write-off of non recoverable assets Under provisioning of expenses, employee benefits Tax litigations / exposures 22

Section 5 What value does Financial Due Diligence bring? Typical FDD adjustments only for reference Debt and debt like items Net secured debt from banks, financial institutions and other external financers highlighting of key covenants and financial terms of debt agreements with such parties Comment on effective interest rates Debt like items such as: o underfunding of employee retirement benefits o old outstanding vendor payments o capital creditors o tax related obligations Commitments and contingencies o Guarantees given by the investee and promoters o Capital commitments o Contingent liabilities & off balance sheet item o Outstanding tax proceedings Working capital Identification of normative/ average historical levels of working capital employed in the business Identification of impact of seasonality and impact of financing considerations Fixed working capital deposits with tax authorities, lease deposits and other long term deposits essential to operate the business Adjustments to reported working capital would primarily include o Quality of receivables o Obsolete inventory and inventory valuation o non operating advances and liabilities o long term liabilities 23

Section 5 What value does Financial Due Diligence bring? Quality of earnings (QoE) analyses ILLUSTRATIVE Quality of earnings analysis MINR FY1 FY2 LTM3 Reported net revenue 976.9 1,084.2 652.8 1 Less: sales recognised in incorrect period (8.4) (6.2) (7.7) Adjusted net revenue 968.5 1,078.0 645.1 Reported EBITDA (A) 226.6 223.8 144.7 Reported EBITDA % (as % to reported net revenue) 23.2% 20.6% 22.2% Proposed quantifiable adjustments to EBITDA: 1 EBITDA impact of sales recognised in incorrect period (4.2) (3.1) (3.9) 2 a. Provision for sales return accounted in correct year - (16.3) 16.3 2 b. Provision for sales return not accrued/ short accrued - - (9.8) 3 Provision for potential doubtful trade receivables (15.7) (11.3) (12.4) 4 Under accrual of provision for employee retirement benefits - - (5.4) 5 Margin on inter company purchases in inventory (7.2) (7.8) (5.3) 6 Warranty provision (not accounted for) (9.7) (10.8) (6.5) 7 Potential provision for slow/ non moving inventories (7.0) (6.5) (3.5) 8 Bank charges included in finance cost (0.8) (0.6) (0.5) 9 Potential hard close adjustments - - (4.0) Proposed non quantifiable adjustments to EBITDA: 10 Potential increase in go forward costs nq nq nq Total adjustments (to the extent quantifiable) (B) (44.6) (56.3) (34.9) Adjusted EBITDA (C = A+B) 182.0 167.5 109.8 Adjusted EBITDA % (as % to adjusted net revenue) 18.8% 15.5% 17.0% This analyses is often required to be updated at closing date nq: not quantifiable 24

Section 5 What value does Financial Due Diligence bring? Net debt & debt-like items analyses (1 of 2) Debt, debt-like items, commitments and contingencies MINR xx-xx-02 xx-xx-03 Secured loans 195.8 255.9 Unsecured loans 56.6 56.6 Reported debt 252.4 312.5 Less: Cash and cash equivalents (34.9) (35.5) Add: Restricted cash 7.4 6.8 Reported net debt - [I] 224.9 283.8 Proposed adjustments: Debt-like items: (to the extent quantifiable) 1 Overdue creditors 12.3 13.9 2 Creditors for capital goods 7.4 7.2 3 Unfunded employee retirement benefits 10.1 7.3 4 Share application money - 5.7 5 Accrued interest 15.7 17.5 6 Current maturities of long term loans 38.6 33.8 7 Proposed dividend (inclusive of taxes) 35.2 35.2 8 Direct tax liabilities (net of advance tax) 5.8 (16.9) 9 Potential direct and indirect tax exposures nq nq 10 Potential under accrual of income tax - 22.4 11 Deferred tax liability (net) 8.0 8.0 12 Under accrual of provision for employee retirement benefits - 5.4 13 Warranty provision (not accounted for) 10.8 6.5 Debt-like items (to the extent quantifiable) - [II] 143.9 146.0 Debt & debt-like items (quantifiable) - [I + II] 368.8 429.8 nq: not quantifiable ILLUSTRATIVE This analyses is often required to be updated at closing date 25

Section 5 What value does Financial Due Diligence bring? Net debt & debt-like items analyses (2 of 2) Debt, debt-like items, commitments and contingencies MINR xx-xx-02 xx-xx-03 Secured loans 195.8 255.9 Unsecured loans 56.6 56.6 Reported debt 252.4 312.5 Less: Cash and cash equivalents (34.9) (35.5) Add: Restricted cash 7.4 6.8 Reported net debt - [I] 224.9 283.8 Proposed adjustments: Debt-like items (to the extent quantifiable) - [II] 143.9 146.0 Debt & debt-like items (quantifiable) - [I + II] 368.8 429.8 Commitments and contingencies (to the extent not covered above): 12 Capital commitments nq nq 13 Term loan breakage charges 3.2 2.8 14 Potential ERP implementation charges nq nq 15 Potential transaction related expenses nq nq nq: not quantifiable ILLUSTRATIVE This analyses is often required to be updated at closing date 26

Section 5 What value does Financial Due Diligence bring? Adjusted working capital analyses Potential adjustments to reported net working capital MINR xx-xx-01 xx-xx-02 xx-xx-03 1 Inventories 219.0 151.3 178.7 2 Trade receivables 339.6 260.1 296.0 3 Trade payables (131.9) (115.9) (108.2) 4 Other current liabilities and provisions (160.6) (126.8) (160.2) 5 Other current assets 273.1 220.8 258.6 Reported Net Working Capital ('NWC') - [I] 539.2 389.5 464.9 Reported revenue (net) 652.8 976.9 1,084.2 A. Debt-like adjustments * 1 Over due creditors 14.5 12.3 13.9 2 Creditors for capital goods 8.9 7.4 7.2 3 Unfunded employee retirement benefits 12.9 10.1 7.3 4 Share application money - - 5.7 5 Accrued interest 13.8 15.7 17.5 6 Current maturities of long term loans 45.7 38.6 33.8 7 Proposed dividend (inclusive of taxes) 35.2 35.2 35.2 8 Direct tax liabilities (net of advances) 3.0 5.8 (16.9) 9 Potential direct and indirect tax exposures nq nq nq B. Other potential adjustments 10 Provision for slow moving/ obsolete inventories (7.0) (6.5) (3.5) 11 Margin on inter company purchases in inventory (14.3) (22.1) (27.4) 12 Potential provision for doubtful receivables (15.7) (11.3) (12.4) 13 Sales - reversal - impact on trade receivables (12.9) (19.1) (26.8) Quantifiable adjustments to NWC - [II] 84.1 66.1 33.6 Adjusted Working Capital ('AWC') [I+II] 623.3 455.6 498.6 NWC as % to revenue 41.3% 39.9% 42.9% AWC as % to revenue 47.7% 46.6% 46.0% * adjustments to the extent quantifiable nq: not quantifiable ILLUSTRATIVE This analyses is often required to be updated at closing date 27

Section 5 What value does Financial Due Diligence bring? Impact of proposed adjustments on purchase ILLUSTRATIVE consideration Adjusted Purchase Price Consideration at xx-xx-03 MINR xx-xx-03 Enterprise value (a) 1,417.4 Net debt & debt like items (b) (429.8) Trailing twelve month (TTM) sales 1,181.2 Minimum net working capital @ 44.0% of TTM sales 519.7 Maximum net working capital @ 48.0% of TTM sales 567.0 Adjusted net working capital 498.6 Net Working Capital (shortfall) / excess (c) (21.1) Net value (a+b+c) 966.5 % age being acquired 100% Net Adjusted Consideration 966.5 This analyses is often required to be updated at closing date 28

In a Nutshell... 11 February 2015 29

Section 6 In a Nutshell... In a nutshell...financial due diligence Goal Analyse and validate financial, commercial, operational and strategic assumptions underpinning a deal Focus Historical / forecast results to form a view of future and deal drivers Output Quality of Earnings Debt Like & Working Capital Assessment of business model assumptions Identifies risks and possible mitigators Generates negotiation points 30

Section 6 In a Nutshell... Final comments...things to remember for a successful diligence Tailor-made scope of work of financial due diligence based on the Deal contours..remember..each deal is unique! Synchronise the work of various work streams financial, tax, legal..close coordination yields best results! Timely availability of quality information. Representation and warranties...significant inputs from FDD and Tax DD teams. Clear definition of key terms involve FDD consultants right from the initial term sheet stage: o o o o o EBITDA (GAAP / Audited vs. Unaudited / Reported vs. Adjusted) Deal multiples (Revenue, EBITDA, etc). Debt & debt like items (specifically define debt like items) Working capital peg Earn out mechanisms 31

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