OK, maybe "confessions" is a bit over the top. I mean, this isn't the National Enquirer after all. Maybe I should say "revelations" instead. Still too lurid? Well, then let's just say "observations". Much duller, but at least I can't be accused of false advertising.
I spent my entire 40+ year career as a business lender, making and/or expediting commercial loans to individuals, corporations, and partnerships in the greater Philadelphia area. I worked for 25 years as a bank lending officer, and later for 15 years as a self-employed commercial loan broker. My borrowers ranged from individuals seeking small SBA loans up to medium-sized regional companies with which I structured Industrial Revenue Bonds to fund plant expansion. I dealt with sophisticated corporate financial officers as well as clients who didn't know what a balance sheet was. I had to analyze 50-page audits from big eight accounting firms all the way down to individual tax returns written in pencil. I made loans secured by mushroom farms, golf carts, airplane hangars, and even … fish. Believe me, I was very relieved when that pet store loan paid off in full!
And I met a lot of characters. Boy, did I meet a lot of characters - both bankers and clients! But then any old "war horse" lender like me could tell his share of war stories, and I am glad to say that the great majority of my stories had happy endings.
So what I want to talk about are the basic elements of commercial credit analysis - the procedures that I learned and practiced for over 40 years to evaluate borrowing requests.
These procedures/practices constitute a protocol that is designed to serve the interests of lenders - creditors - who can only achieve a limited reward (return of a fixed principal amount plus interest) and must therefore achieve limited risk. The essential constraints of this credit protocol are by nature more severe - more conservative - than the analysis protocol of a shareholder/owner, who stands to gain a potentially unlimited reward and must therefore shoulder the lion's share of risk.
Since the risk/reward ratio of creditors and the risk/reward ratio of shareholders are quite different, it is not surprising that while the analytic protocols of these two investor groups do overlap in some areas, they are also different in certain critical aspects.
I think it is very helpful to understand these differences. I believe that the analysis of equity securities can be enhanced by a fuller understanding of the analysis of debt securities. That is the purpose of this article.
The easiest way to understand credit (creditor) analysis is to relate what I learned on my very first day as a bank credit trainee. No matter what the size of the borrower or size of the loan request might be, no matter the age of the company or the experience of its principals, no matter the purpose of the loan or source of repayment -
Every loan request has to meet the four Cs of credit.
First and by far the most important of the four Cs is the character of the borrower. Is this borrower a respectable, dependable, reliable individual? Is his word his bond? Has he met his obligations in a timely fashion? What do direct interviews with suppliers, customers, lawyers, landlords, accountants, other bankers, and even clergymen tell you about this person?
What does his resume look like? What is his educational background and employment record?
What are his professional accomplishments?
In the days before the Internet or FICO credit scores, the first step in evaluating a borrower was to get a list of references that I would call directly. I would try to find references that I and the borrower both shared in common - in effect asking "who do you know that I know". These references carried more weight since I had a direct relationship with that person and could rely on a candid response.
The most popular third-party reference was Dun & Bradstreet, which outlined the borrower's payment history with suppliers and usually gave a fairly accurate resume of the borrower's personal history. However, D&B financial statements were notorious inaccurate, as were descriptions of the physical plant or office.
Needless to say, if anything untoward came up, that was usually the end of the application.
This is the "C" that leads us to the balance sheet. How much capital - the borrower's own money - has he invested and committed to his business? Has this capital (net worth) position grown over time? Is an adequate amount of net income being retained in the business to support its growth? What is the degree of leverage - how does the amount of capital compare to the amount of liabilities and more specifically to the amount of debt?
Lenders need to feel comfortable that the owner has plenty of "skin in the game" and is therefore fully motivated to manage and operate his business to the best of his ability. Depending on the amount of capital relative to total liabilities and relative to the loan amount, the lender might make a loan on either a secured or an unsecured basis.
For a secured loan, the lender receives specific pledged collateral than can be liquidated in default. Secured loans are common when the level of capital is not sufficient. For unsecured loans, the lender must feel comfortable that there is a very substantial capital cushion that can absorb any downturn and buffer the bank (and other creditors) from any serious problems.
For virtually any private corporation, the lender will insist on personal guarantees from the owner and perhaps from other corporate officers. This is known as "piercing the corporate veil". Personal guarantees are rare in the case of publicly owned companies, but may still be required if equity is closely held.
So the balance sheet is basically a snapshot of what the company now owns (assets) and what sources have financed those assets (creditors and owners). The balance sheet tells us where the company has been and how successful it has been, both in terms of generating and retaining profits, and also in terms of allocating capital to productive assets. On a single page, the balance sheet summarizes the history - and hopefully the success - of the company since inception. So to me the balance sheet is more important than the most recent income statement, and it is the first financial statement that I review, never the last.
Has the business demonstrated that it has the capacity to repay this loan? For a short-term seasonal loan, will the turnover of current assets repay the obligation? For a term loan or mortgage, is the cash flow (another C word!) sufficient to comfortably service the loan over an extended period?
It is important to point out here that bankers do not rely on future cash flow projections when analyzing a loan request. They rely almost entirely on past performance. Anyone can put together an impressive spread sheet with attractive projections of future profits, but a lender wants to see what the company has actually done. It's all about "where the rubber meets the road" that counts!
Yes, bankers want the borrower to go through the projection exercise, but only to verify that the borrower is thinking carefully and strategically about the future and anticipating potential developments that may have a significant impact on the business. Projections are indeed helpful as simulations of future events, but they are extremely poor as predictions of future events.
From personal experience over 40 years, I will state emphatically that I have never reviewed a long-term income projection that came anywhere near to future reality. Some forecasts may have been reasonably accurate for a year - maybe even two - but after that the numbers were not even close. I am speaking of hundreds of projections, some without question naïve, other very carefully prepared, and none came within 20-30% of their targets. Many - most - were off far more than that.
To put it another way, if I had ever presented a loan to the bank credit committee and recommended approval based primarily on future projections, I would have been fired on the spot. And properly so!
The first three "Cs" were micro in nature in that they involve an internal review of the company and its management. The last "C" is macro in nature in that it considers events and activities outside the firm that may affect its performance.
The first thing to consider is the competition (yet another C word!) the company faces. What and where are the competitors? Are they bigger, better entrenched, and financially stronger? What do they offer in terms of price, quality, or convenience that our borrower does not? Does our borrower enjoy any sustainable competitive advantages to protect him from other players in his industry, or is he at the mercy of the "big boys" who may have the capacity to overwhelm him?
Broader questions arise in terms of our borrower's industry. Is it stable, cyclical, or entering a long-term decline? Is it challenged by technological, environmental, or geopolitical factors? Are there barriers to entry that make it difficult for new firms to get started in this industry? Are there new markets to be developed at home or abroad?
Finally, for large borrowers, there are even broader questions relating to government spending and budget deficits, tax policies, monetary policy, interest rates, and broad sociopolitical trends that cannot be known with any certainty but nevertheless deserve some careful consideration.
These then are the four Cs that underlie all commercial loan analysis. There are of course numerous spread sheets and dozens of ratios and calculations that go into a full loan analysis. But in the end, it's ultimately all about character, capital, capacity, and conditions.
Two Ways Out
The ultimate question that the lender must address is simple: How do I get repaid? The answer must always involve two separate sources of repayment. The most basic rule of commercial lending is this: For any bank loan, there must be two ways out.
Cash flow must always be the first source. The lender must feel comfortable that adequate cash can be generated, either from the turnover of current assets or from the generation of cash flow. And this comfort must be based on actual results, not projected profits.
The second source involves the backup of, and potential liquidation of, assets of known and measurable value. If the loan is secured, then specific assets are pledged and segregated as a secondary repayment source. If the loan is unsecured, the lender is still relying on a strong and liquid balance sheet with plenty of equity relative to the loan amount, and perhaps a strong guaranty from the owner or some third party (such as the Small Business Administration).
If proven cash flow is lacking, then bank financing is usually out of the question. There would no longer be two ways out. Such a borrower would need strong marketable collateral to pledge to a finance company or secured lender at an interest rate well above bank rates.
Comparing credit analysis to equity analysis
I lent money primarily to small- and medium-sized private companies. A client with sales of $25M was a large borrower for me and a client with sales of $100M was a giant. So the biggest difference between the credit analysis that I practiced and the analysis that equity investors practice is that the latter are dealing with publicly owned and publicly traded corporations that are far larger in size, scope and financial strength, far more complex in terms of management depth, sophistication and corporate structure, far more adept in terms of production, marketing, sales, and finance, and whose equity can be bought or sold in nanoseconds on national exchanges with deep liquidity and reasonable stability.
It is therefore not surprising that there are several key differences between credit and equity analysis.
"Owner" vs. management
The concept of "an owner" - central to my analysis - is completely irrelevant for a public company. There are of course thousands of owners. And management is certainly not permanent, nor can we expect management to own a significant part of the company.
But the biggest difference of all is that we can no longer expect or rely on management to operate the company based on truly long-term goals. Of course, no management team is going to admit that, but the reality is that public company managers are going to be judged on a quarter-by-quarter basis, and therefore they will manage on a quarter-by-quarter basis. They may allocate capital into assets that may bolster earnings in the short term or may give the appearance of "momentum", but that lack long-term strategic significance. They will require enormous salaries and stock options up front and will engineer platinum parachutes (no longer merely gold!) for their departure. Sadly it is all too common that management does not operate in the long-run best interests of the shareholders.
But the concept of "character" is still very relevant to equity analysis. The individual investor may not be able to check the credit score of the CEO of GE (NYSE:GE) (or talk to his clergyman, for that matter), but there are still means to evaluate senior management.
First, Morningstar Premium offers a good analysis of senior management for the companies that their analysts cover. Detailed career highlights and accomplishments are discussed, and I particularly like their judgment as to how effectively management has allocated capital. Management receives a stewardship rating of "exemplary", "standard", or "poor" (AT&T (NYSE:T) can't be happy with theirs).
Second, if there's any real juicy stuff out there, SA readers are probably going to know about it. I always check the SA archives for any company I am reviewing. Just enter the symbol and hit the "analysis" tab to review current articles. I have frequently found very helpful background information from shareholders who have closely followed management for a number of years.
The Balance Sheet
Here the difference between creditor analysis and shareholder analysis is most dramatic.
The creditor's highest priority is protection from loss. Credit analysis therefore places a high priority on the strength and stability of the balance sheet. The emphasis is on the past - the record of the company to date, as reflected in working capital liquidity, leverage, and the cumulative generation and retention of earnings.
On the other hand, the priority of equity analysis is to determine the probability of gain. That involves a very concentrated focus on the projection of earnings. The emphasis is on the future - what is past is past. Equity analysts constantly warn us that "past performance is no guarantee of future results". They are focused entirely on the future.
Certified Financial Analysts work out projections of future earnings with extraordinary care. My nephew Pete is a financial analyst and he has described to me the incredible detail and complex assumptions that go into these forecasts. Every line of the income statement must be reviewed quarter by quarter and the forecast for each item deliberated and justified. The cash flow stream is then subjected to a discounted cash flow analysis to arrive at a current fair value figure.
The balance sheet is then derived from projected revenues and earnings, and the assets necessary to produce these revenues and earnings. So the balance sheet is a secondary consideration. If it is mentioned at all, it is usually in the context of assessing the availability of future borrowing. In some cases, the balance sheet becomes completely irrelevant and is of no importance whatsoever.
The balance sheet is of no importance? How can that be?
Given my credit background, I am astounded when I see major companies with high credit ratings operating with little or no new worth. All or nearly all their capital is debt. Examples include (Source: Morningstar. Figures in millions as of 3/17):
Clorox (NYSE:CLX): Net Worth: $404
- Debt: $2,440
- Debt/Total Capital: .86
- Total Liabilities/Net Worth: 10/1
UPS (NYSE:UPS): Net Worth: $535
- Debt: $17,240
- Debt/Total Capital: .97
- Total Liabilities/Net Worth: 71/1
Lockheed Martin (NYSE:LMT): Net Worth: $1,483
- Debt: $14,276
- Debt/Total Capital: .91
- Total Liabilities/Net Worth: 32/1
However, debt service is strong and the Standard & Poor's credit ratings for these companies are excellent:
CLX: S&P: A-
- Debt/EBITDA: 1.97
UPS: S&P: A+
- Debt/EBITDA: 2.24
LMT: S&P: BBB+
- Debt/EBITDA: 2.06
At least the above companies have a positive net worth, meager though it may be. However, it is not difficult to find major companies that are happily operating with deficit net worths - substantial deficits. Legally, these firms are insolvent.
Take a look at the franchise business as it exists with major restaurant chains:
Domino's Pizza (NYSE:DPZ):
- Net Worth: $(1,854)
- Debt: $2,179
- Debt/EBITDA: 4.26
- S&P: BBB+
Dunkin' Donuts (NASDAQ:DNKN):
- Net Worth: $(119)
- Debt: $2,422
- Debt/EBITDA: 5.23
- S&P: Not Rated
- Net Worth: $(2,031)
- Debt: $27,207
- Debt/EBITDA: 2.88
- S&P: BBB+
DPZ has operated with a substantial deficit net worth for over 10 years. DNKN had a deficit net worth just prior to going public in 2011. MCD has just recently joined the "insolvent club", with its net worth falling from over $16B in 2013 to -$2B today.
What really astounds me about McDonald's is that total debt increased almost $12B in the past three years while net worth declined over $18B. So the company borrowed $12B, shrunk its assets $5B, and used these funds to eliminate its owners' equity!
And the bankers let them do it!
I worked for 10 years for a very conservative private bank. The senior lender was an old curmudgeon named Johnson who by comparison made Mr. Potter of "It's a Wonderful Life" look like Santa Claus. I try to imagine one of our clients coming into the bank and saying:
"Well, Mr. Johnson, I've decided that I want to take my equity - all of it - out of my business and I want you to lend me the money to do it". I would have been hiding under my desk before that sentence was finished.
My fundamental problem with this is that I just don't see "two ways out" on these loans. The lenders may have a full assignment of all royalties owed under the franchise agreements, but if these payments are interrupted, what then are the lenders going to do? They simply do not have tangible assets to repay their loans. There is only one way out of these loans.
There have been cases where franchisees have withheld payments to a franchisor over some dispute, and there have certainly been recent cases of wide spread food contamination that have had disastrous effects on a restaurant chain (Chipotle (NYSE:CMG)). So is it inconceivable that these royalty payments could be interrupted? Not the way I see it.
But the rating agencies and the lenders disagree with me. They are all comfortable with negative net worth companies. But here are the risks that I see, and I am taking this list directly from the 2016 annual report of Domino's Pizza (Page 17):
"Our substantial indebtedness could have important consequences to our business and our shareholders. For example, it could:
· Make it more difficult to satisfy our obligations with respect to our debt agreements;
· Increase our vulnerability to general adverse economic and industry conditions;
· Require us to dedicate a substantial portion of our cash flow to payments on our indebtedness, thereby reducing the availability of our cash flow for other purposes;
· Limit our flexibility in planning for, and reacting to, changes in our business, thereby placing us at a competitive disadvantage compared to our peers that may have less debt."
I will admit that I tend to skim over the "Risk Factors" section of an annual report. But, in this case, I would like to see those bullet points printed in bold letters that the reader could not miss.
So I will "agree to disagree" with equity analysts who ignore the balance sheet and accept leverage that is clearly beyond excessive. Any company with a deficit net worth simply will not have the flexibility or the options to withstand adverse conditions that a well capitalized company will. If something goes wrong, where is the reserve - the cushion? Where is the backup? What is plan B? Who will lend me money now?
This is a lesson from credit analysis that is ingrained in me, and I simply will not invest in companies with balance sheets that do not meet my standards. I will never invest in a company with deficit net worth, and I would be hard pressed to invest in a company with a ratio of debt/total capital greater than .80. That represents a debt/worth ratio of 4/1, which is plenty geared up IMHO (Full disclosure: I do own Boeing (NYSE:BA), which is the sole exception to the .80 rule out of the 70 positions I own).
The debt structure of the smaller businesses that I lent to was usually quite straightforward. There might be a line of credit for working capital, usually unsecured and subject to an annual "cleanup" (payout). There might be a revolving credit to fund longer-term growth, usually with a maturity date within five years. And finally a term loan to fund the purchase of fixed assets.
Term loans to fund equipment usually had a straight amortization of five to seven years. In funding real estate, the usual structure was a loan with a five year maturity and a 15- or 20-year amortization. It was assumed that the loan would be refinanced for the remaining balance at maturity, at which time the rate would be reset. So we rarely had fixed rate exposure for longer than five years, having learned the danger of "borrowing short and lending long". Bank asset management tried to keep a balanced book between maturing assets (loans) and maturing liabilities (deposits) so as to avoid exposure to changes in market interest rates.
We did not make loans with bullet maturities. All our loans either matured within a year or amortized with regular monthly payments to principal. So it was relatively easy to calculate debt service coverage. We knew what principal payments were scheduled, and we could easily compare these payments to historic cash flows.
The debt structure of large public companies is infinitely more complicated. There may be literally dozens of different lines of credit, revolvers, notes, bonds, cross guarantees, letters of credit, bankers' acceptances, commercial paper, and so on. Rates may be floating or fixed, but either way the company is going to hedge interest rate exposure through interest rate swaps or other derivative instruments that were just coming into vogue during the latter years of my career.
A major difference with loans to smaller companies is that the term debt of public companies usually involves a bullet maturity. There is no principal amortization. It is assumed that the entire principal balance will be refinanced at maturity, and in fact refinanced again and again after that. So the analysis of debt service is really a hypothetical exercise. In practice, the loan may never be repaid.
The standard ratio used to evaluate debt service is the ratio of Debt/EBITDA. EBITDA stands for Earnings Before Interest, Taxes, Depreciation, and Amortization. It is a shortcut calculation to determine the annual cash flow available to service debt. So the ratio Debt/EBITDA calculates the number of years it would take to repay all debt from existing cash flow. But in reality there is little or no scheduled repayment, so this is a completely hypothetical number.
This calculation is not only hypothetical, but it is also unrealistic. If in fact the company actually did have to suddenly pay off all its debt, it would have to keep operating to do so. The company would have to keep paying interest, keep funding any net increase in working capital, and also fund fixed asset expenditures (although capex could be reduced). One could assume that the company could no longer borrow or sell stock, but could eliminate dividends.
So I have another approach to measuring debt service capacity.
I begin with Cash Flow from Operations (which takes working capital changes into consideration). I add interest and tax expense to this number (which are excluded from CFO). Then I make a unilateral decision to cut Capex in half and deduct this number. I consider Cash Flow from Financing Activity to be zero.
I then divide total debt by this "adjusted" cash flow number. This tells me the number of years needed to fully amortize existing debt under more realistic operating conditions.
REITs and MLPs break down capex into maintenance and growth expenditures. I use maintenance capex in my calculation instead of ½ total capex. I would use maintenance capex in all calculations, but it is usually not available for C corporations (If anyone knows how to find or estimate this, I would love to hear it!).
For very capital/fixed asset intensive industries (Utilities, REITs, and MLPs), I want this number to be under 7.0 years. For all other businesses, I expect the number to be under 4.0 years.
Again, these are hypothetical numbers, as little or no principal payments are actually required or being made. However, they do at least give us some comfort as to the debt service capacity of a company. And if the capital and/or debt markets were to become restricted, I believe these numbers would take on much more significance.
Actual vs. Projected Results
As I mentioned earlier, bankers look at past performance to make credit decisions. Stock analysts use projected earnings to make equity decisions. One looks at the past, the other attempts to gauge the future.
I would agree that the value today of any security equals the discounted present value of future earnings. This is the correct approach to value. This is what well trained, well educated, very intelligent, highly motivated CFAs try to do, and they are well paid for their efforts. Their work is thorough, meticulous, disciplined, and rigorous. And their results are all over the map.
Let's take a look at projected earnings growth for seven companies from three different sources of financial data - Morningstar, Value Line, and Yahoo Finance:
Five Year Projected Earnings Growth:
Exxon Mobil (NYSE:XOM): Beta: 0.6
- Morningstar: 23.8%
- Value Line: 4.5%
- Yahoo: 35.1%
- Low/High % difference: 87%
General Motors (NYSE:GM): Beta: 1.6
- Morningstar: 1.3%
- Value Line: 10.0%
- Yahoo: -4.6%
- Low/High % difference: 146%
Enterprise Products Partners (NYSE:EPD): Beta: 0.9
- Morningstar: 6.9%
- Value Line: 10.0%
- Yahoo: 8.6%
- Low/High % difference: 31%
Lockheed Martin: Beta: 0.5
- Morningstar: 6.6%
- Value Line: 8.5%
- Yahoo: 5.8%
- Low/High % difference: 32%
CVS (NYSE:CVS): Beta: 0.6
- Morningstar: 14.7%
- Value Line: 8.0%
- Yahoo: 7.9%
- Low/High % difference: 46%
AbbVie (NYSE:ABBV): Beta: 1.4
- Morningstar: 3.9%
- Value Line: 11.5%
- Yahoo: 14.4%
- Low/High % difference: 73%
AT&T: Beta: 0.4
- Morningstar: 4.5%
- Value Line: 5.5%
- Yahoo: 7.9%
- Low/High % difference: 43%
It is interesting to note that the high Beta stocks, GM and ABBV, also have high estimate dispersions, which might seem to make common sense. But even the low Beta stocks show very dramatic dispersions of 30-40%, and even 87% in the case of Exxon Mobil. With the single exception of CVS, within each company, there are hardly any estimates that are close together.
But even if analysts were much closer together in their estimates, would that make them right?
I submit that stock prices are determined as much - or more - by exogenous factors that are completely unpredictable and that utterly upend professional analysis. Take the collapse in oil prices. Everyone was happily going along at $100/barrel and then one day the Saudis got annoyed by the North Dakota drillers and decided to turn on the spigots. Result? Utter chaos that no one saw coming and that continues to play out to this day.
So if the experts are far apart and exogenous events further contort stock prices, what is the average retail investor supposed to do?
I am at a distinct advantage here. First, I am a dedicated Dividend Growth Investor, and my priority is to estimate dividend growth and not to estimate stock price growth. Now you could say that both depend on earnings, which is ultimately true. But I would submit that dividend growth is far more predictable than earnings growth among the large-cap/ high-value companies that I invest in. If an investment grade company has a long history of consistent dividend increases, then I'm going to look at recent history (last year dividend growth/five-year dividend growth) and come to some judgment as to future dividend growth that might be off by a percent or two, but not off by 10-20-30% or more.
Second, my credit background leads me always to make my best estimate, and then reduce it by at least 25%. That is what I do in projecting dividend growth - build in a solid margin of safety. Sure, I will still have unpleasant surprises, which have occurred. But I can also say that I have had more pleasant upside surprises than the other way around.
Now I am not suggesting that one should ignore clear trends within a company or its industry. But I am suggesting that one should use historical data as the primary basis for estimating future growth, whether it be dividends or earnings.
Indeed, past performance is no guarantee of future results, that much is true. But as the old saying goes, it sure beats whatever is in second place.
My background in commercial lending leads me to believe that equity investors can benefit from an understanding and application of the principles of credit analysis. I would suggest that equity investors:
· Check out management's "character"
Morningstar Premium and Seeking Alpha archives are two excellent sources to review and evaluate management's qualifications, experience, and accomplishments. You can also check management salaries on Morningstar.
· Don't forget the balance sheet!
Equity analysts and credit rating agencies do not seem to be bothered by excessive leverage, but I am, and I think all investors should be. Remember, a "balance sheet" should be balanced! There should be a balance in liquidity and a balance in equity that will provide a cushion of protection in bad times.
· Set absolute limits for debt service coverage
Debt service coverage ratios are really hypothetical since most corporate term debt does not amortize. However, such ratios are still important. I have suggested a modification to the standard debt/EBITDA ratio that I think is more realistic. I set an absolute limit of 7.0 to this ratio and would not consider a company that exceeds this number. This is admittedly arbitrary, but I feel that it is important to set some definitive standard for debt service strength.
· Use historical results, not projections, as the primary basis of your analysis
"The future is unknown and unknowable". I don't know who said that, but that sums up my feelings perfectly. The experts can't come close to agreement on future earnings, so why should we rely on their estimates? And even if their projections were grouped together more closely, exogenous events can completely upend these numbers.
I am not suggesting that one ignore market trends that are clear and discernible, and indeed, past performance may not predict future results. But it is by far the most logical place to start.
Disclosure: I/we have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article.