Credit Memo Ho 0912
Credit Memo Ho 0912
Credit Memo Ho 0912
WRITING AN EFFECTIVE
CREDIT MEMORANDUM
Preparing Successful Loan Presentations
Jeffery W. Johnson
Bankers Insight Group, LLC
jeffery.johnson@bankers-insight.com
September 2012
OBJECTIVES
Standards of Care
What would a reasonable and prudent banker have done under similar circumstances?
The primary purpose of loan documentation is to document your actions as being prudent and
proper
Your credit files must document a consistently applied approval process. That process should
address, at a minimum, the following points:
Essence of Credit
Collateral valuations
Makes recommendation
Grades credits
Page 2
Credit Memos
Memos are to be succinct and to the point, but we violate this idea
Readers of credit memos are skilled bankers. Therefore, it is not necessary to state the
obvious
Memos should present relevant material facts and writers thoughts and opinions
Anything you write in a memo will become public record if you end up in court with a
customer
Page 3
ORGANIZATION
Planning
Questions to consider:
1. What is my purpose?
To inform
To persuade
To get action
To recommend
To advise
To identify a problem
2. Who is my audience?
Key Audience
o Senior Credit Officer
o Loan Committee
o Manager
o Colleagues
Secondary Audience
o Consider their needs
o Use appropriate tone
o Avoid industry language
Page 4
Positioning
Results - helps writer to focus and the reader to comprehend the ideas that follow
Outlining
o Places topics in an orderly manner and will ultimately:
Save time
WRITING
Paragraph Development
o Breaks writing into single ideas
o Keeps writing in a uniform and orderly pattern
o Should have a topic sentence
o The topic sentence represents the main idea
o Topic sentences are often the 1st sentence
o Each sentence should contribute to paragraphs purpose
Page 5
Transitions
o Show the relationships between ideas
o Helps the flow of your ideas: they act as signals for the reader to follow
o Rid your writing of the choppy sound
o Examples:
Without Transitions
o Profits have been below average for the past three years. Asset growth has
been nearly twice that of its peer group. Net worth has decreased by 20%.
With Transitions
o Profits have been below average for the past three years. During the same
period, asset growth has been nearly twice that of its peer group. As a result,
net worth has decreased by 20%.
Summaries
o Should not introduce any new ideas
o Not always necessary, unless the situation warrants it. It may be redundant
o Summaries are helpful when:
WORD USAGE
Page 6
Wordiness say what you need to say with the fewest words possible
Instead of
Now / Currently
Soon
A majority of
Most
A number of
In the amount of
For / Of
With reference to
About
First of all
First
On an annual basis
Annually
Avoid producing a page of solid print. Readers like short, skim-able writing.
Make reports eye catching with headings, bold face, underlining, italics or
bullets. This method calls attention to areas that are important.
Page 7
Page 8
Question and challenge the data, don't just "report" it. Talk about "missing" information, not just that
which was provided.
Be concise. Use salient facts to support conclusions and structure.
Use all available resources.
Create order and understanding out of the "data". Everything written should point toward a conclusion
necessary to reach a decision. Don't make the reader wade through unnecessary material that does not
lead to a conclusion or is not essential to the decision.
Do not state conclusions without showing the logic that leads from the data to the conclusion. One
overused conclusion, which is often totally unsupported, is "The quality of management is excellent".
Be balanced. Be totally honest. "Tell it like it is". Discuss the bad and the ugly, not just the good -- i.e..
discuss concerns you have about the borrower or the debt and the objective basis for your concern; dont
just discuss the good aspects of the credit.
Identify the real issues that make a difference to us.
Page 9
View everything from the perspective that we are putting ALLISON WRIGHT BANK capital at risk.
Do not assume the impartial perspective of an external rating agency that has no capital directly at risk in
the transaction.
Be reader-friendly. Act as a guide to lead your reader through your data and logic to reach your
conclusions. Use charts when needed.
Be consistent. Check your Credit Approval Document to make sure that the facts and opinions you state
are consistent throughout all portions of the Credit Approval Document.
These points of advice are always subject to the general rule that facts and data must support conclusions.
All documented opinions, but especially those that are negative, must be based on facts you know
Rate/Term
This section should discuss the rate and terms, and thoroughly explain any concessions made on either rate or
term. Consistency with Bank objectives should also be discussed.
Page 10
The Industry subsection should discuss macro factors such as environmental forces, government
regulation, demographic changes and technology. It should also include information on the structure and
profile of the industry. Industry data should include any recent developments, especially in volatile
industries.
The Borrower subsection should include the entity's competitive position, as well as strengths and
weaknesses that are critical to the future success of the business. This may include an analysis of core or
major product lines as reflected by the borrower's business plan or competitive position.
3. Management:
Objectively evaluate the management of the company. Avoid the use of adjectives as they tend to be
subjective. Comments should be based on facts. Unsupported phrases such as John is an excellent
manager", etc. are subjective in nature and provide no support to the analysis. Instead, refer to industry
experience, references from others in the industry and the depth of experience of management. This may
include the number of years in the industry, prior positions, professional background, professional
certification, and so forth.
Lastly, discuss substantive investors as well as the use of outside advisors such as tax and legal counsel,
accounting firms, outside directors, investment bankers, etc.
4. Critical Financial Developments/Trends:
This section should thoroughly explain and support the historical and current financial numbers and ratios as
summarized on the Executive Summary page of the Credit Display. Report the nature and quality of the
financial statements on which the financial analysis is based (e.g. annual CPA audit {clean or qualified
opinion}, unaudited annual/interim statement, 10Q report, consolidated, combined, income tax returns, etc.
State the source of the financial statement, e.g. name of CPA firm, company prepared, etc. An unaudited
statement reduces the quality of the information. If the financial statement is not audited, the lending officer
should address the reasons why the company is not providing audited statements. How is the bank assured of
the integrity of the information and how is the risk of an unaudited statement mitigated?
This Section should have three distinct sub-sections: Balance Sheet, Income Statement, and Cash Flow.
Describe the historical financial performance of the company with specific emphasis on the most recent fiscal
year and current interim period. For complex ownership structures, consolidating financial statements may
need to be included. Comment on key performance targets such as sales, margins, and balance sheet trends.
Bankers Insight Group, LLC
Page 11
Highlight any specific accounting techniques that are important in analyzing the company (e.g. FIFO vs.
LIFO inventory valuation, etc.) If appropriate, compare company with industry standards or comparable
companies. When possible, briefly summarize the borrower's performance during the last recession. Discuss
the capital structure of the borrower (e.g., senior debt, subordinated debt and equity components).
Analyze the trends as opposed to simply reporting the numbers. Get behind the numbers; for example,
provide your best analysis of the factors that caused a decline in sales and management's response, as
opposed to simply stating that sales declined.
Address historical fixed charge coverage or debt service coverage as applicable. Discuss cash flow adequacy
historically.
5. Evaluation of Repayment Sources/Projections:
This section is used to describe future repayment ability and should pick up where the above historical
analysis left off. This section should analyze the adequacy of stated repayment sources in quantitative terms.
Again, this Section could include three distinct sub-sections: Balance Sheet, Income Statement, Cash Flow.
A Bank Base Case (Most Likely) projection is expected when maturities exceed one year. Additionally, a
Management Case and a Downside Case are strongly encouraged in larger transactions when maturities
exceed one year. Please label each page of the projections (e.g. Management Case, Bank Base Case,
Downside Case.) Use exhibits to fully document the assumptions used to construct each case or scenario.
Depending upon the financial stability of the proposed credit, sensitivity analyses should also be presented.
If practical, present a "Break-Even" scenario showing the level of cash flow necessary to meet debt service,
mandatory capital expenditures and other fixed charges. It should be noted that Allison Wright Banks
official definition of fixed charge coverage (FCC) is (EBITDA cash taxes cash dividends maintenance
capital expenditures) (mandatory debt retirement + cash interest). Use MOODYS spread sheet format for
historical and projected cases, where MOODYS is available. Maintenance capex should be thoroughly
explained.
Analyze the projections either in the body of the report or in an exhibit. Refer the reader to exhibits for
clarification. Use footnotes on the MOODYS spreads for further clarifications and refer the reader to the
footnotes. Discuss the impact of any sensitivity cases and why the credit risk remains acceptable.
A downside sensitivity analysis should not usually be based on growth assumptions resulting in improving
performance (e.g., increasing EBITDA, cash flow available for debt service, etc.). If a "Break-Even"
scenario is used for the Downside Case (e.g., holding fixed charge coverage or debt service coverage equal to
1.0x), it would probably be helpful for the analysis to include a comparison of the "Break-Even" EBITDA to
both historic and Management Case EBITDA. For example, this comparison could illustrate the amount of
deterioration that could occur before operating cash flow would be insufficient to cover debt service
requirements and other defined fixed charges (or the amount of cash flow growth required to cover debt
service requirements).
If sale of assets is a material source of repayment, document what assets will be sold, the book value, the
estimated net proceeds, the source of the valuation, potential buyers, and the expected timing of the sale. If
Bankers Insight Group, LLC
Page 12
refinancing is a source of repayment, provide an analysis of the expected source and scope of refinancing or
information on the most recent public debt and/or equity offering for the borrower.
Sections 4 and 5 may at times have some overlap. The important thing to remember is that these sections
should thoroughly address and analyze the historical, present and future cash flows and/or other relevant
repayment sources.
Detailed financial analysis of the guarantor(s) should also be included in this section, as appropriate.
Page 13
or to interest rate volatility), use these sensitivities in the "Downside" case in the Repayment Sources
analysis. If the likelihood of an occurrence is quantifiable, this should be included. Remember, not every
risk has a specific mitigator. Discussion of a specific risk is not a mathematical equation that requires a
specific mitigator. The important point is that the risk must be acknowledged and a plan articulated to
manage the identified risk.
8. Covenants:
In this section the lender should identify and define the key or controlling covenants and analyze their
capacity to serve as tools for managing the proposed credit accommodation. The discussion should make
clear why the covenants are considered to be key or controlling. In table form with narrative comments,
indicate the flexibility inherent in the covenants. For example, "the company could only lose $1 hundred
thousand before the net worth covenant would trip," or "cash flow could decline by $300,000 before the debt
service coverage ratio would be in default," and so forth.
Continue to include the Loan Approval Requirements form in the package as a concise recap of all
covenants. Perform additional sensitivity tests here in Section 8 as appropriate.
A covenant compliance sensitivity analysis of "cash flow based" covenants should calculate the projected
cash flow trigger point (e.g., EBITDA or other defined cash flow level at which the subject covenant
defaults). This projected cash flow "trigger" could then be compared to the Management Case, as well as the
Break-Even Case, for purposes of assessing the effectiveness of the subject cash flow covenant.
Changes from previously approved covenants require re-approval as discussed in the ALLISON WRIGHT
BANK Credit Policy
All terms referring to financial calculations should be defined because not every reader may use the term in
the same way. For example, the terms Cash Flow and Balance Sheet Leverage have been used to refer to a
variety of different calculations.
Provide details of past covenant waivers and defaults, if relevant to the current situation, to allow the reader
to gain a historical perspective.
All term loan transactions over $100,000 should include at least a covenant for adequacy of debt coverage.
9. Plan for Monitoring:
List the steps to be taken to monitor the credit relationship, including such items as listed below and in each
case when delivery to the Bank is required:
Page 14
Attempts should be made to ensure that our covenants are at least as stringent as the most restrictive credit
agreement for our borrower. If changes have occurred in the monitoring plan, they should be described.
Page 15
List the RR and justify your rationale. Thoroughly explain the rationale behind the proposed RR, especially
if it is a new facility or if the rating has changed. Discuss what events need to take place for an increase or
decrease in the loan quality rating and the expected timing (if applicable) for those events to occur. This
section should thoroughly support and explain the proposed risk rating given the known credit factors (e.g.
cash flow, collateral, guaranty). The risk rating rationale should address and account for downside risks. It
should also explain what mitigators (strengths) exist that would preclude a lower rating. In other words, it is
not enough just to explain why the recommended RR is appropriate, but this section should also explain why
the recommended RR is not better or worse.
Since credit facilities are individually rated, it is possible for a borrower with multiple credit facilities to have
multiple risk ratings based on different repayment sources, risk factors, structure, etc. If this is the case, it
should be thoroughly explained in this section. RRs may not be disclosed to borrowers or other parties
outside the Bank (including other financial institutions) absent proper court order or under other extremely
limited circumstances.
14. DDA and Other Product Offerings:
Detail current DDA and other product offerings for the borrower. Explain any potential product risks and
plans to monitor and/or control those risks. Describe potential opportunities or future plans to expand these
non-borrowing products.
Page 16
Character
Capacity
Capital
Collateral
Condition
Can We?
Character:
Character measures Human/Management Factors such as
! Borrowers moral character
! Determination to meet obligations
! Willingness to cooperate with lender
Capacity: Repayment Ability
While the analysis of character dealt with past performance, the analysis of capacity deals with
future performance. Today, the ability to repay the credit per the terms of the contract is more
important than the banks having leverage to collect the credit through collateral. The difference
between a good loan and a charge-off lies in one word: repayment! It should be remembered that
it is not past performance but future performance that will determine the amount of repayment
available for the loan the lender is about to make.
The financial institution should include in its credit policy a defined method for determining
capacity to service debt and should provide guidelines that are acceptable (i.e., total housing
expense not to exceed 28 percent of the applicants disposable income; total housing and other
fixed payments not to exceed 36 percent of the applicants disposable income).
Capital: Financial Position
Capital can be analyzed and measured by reviewing net worth and down payment or the amount
of equity invested by the borrower. The lender should make sure that every borrower has
Bankers Insight Group, LLC
Page 17
sufficient equity to enable total recovery of loan funds through the sale of assets if all else fails.
Since problems do arise in loan repayments, lenders want assurance of adequate equity in the
borrowers assets to rely on in case repayment fails to materialize. Equity provides the cushion
against adversity and potential loss by the creditor. Down payment or equity guidelines are to be
established for each type of loan made by the bank.
Many lenders underestimate the importance of equity when making loans to commercial and
agricultural customers. The equity position is the best single indicator of the strength of a
business and the commitment of its owners. A business with insufficient equity has little ability
to weather adversity or to take advantage of growth opportunities. It appears that, at a bare
minimum, equity would equal at least 20 percent of total
assets in almost any business.
Collateral:
Collateral is the property-personal or real- against which the lender takes a lien in case the debtor
does not repay the loan as agreed. It is a secondary source of repayment.
The pledge of collateral normally adds safety to a loan, since the lender can sell the security to
obtain repayment lithe debtor fails to pay. Collateral should cover interest during foreclosure,
legal costs, and reduced price due to fire sale conditions. If the loan is well collateralized, the
borrower will most likely liquidate the collateral, pay the loan, and retain the difference.
The market value of the collateral must be obtained and verified.
Split collateral (i.e., collateral of the same type in which two or more creditors each has a partial
security interest) should be avoided.
Condition: Economy
Condition of the economic environment and the impact that it has on the ability to repay the
credit to the bank must be taken into consideration in order to evaluate each credit properly.
While the bank cannot abandon its customers whenever a sector of the economy becomes
depressed, extra caution must be exercised. When analyzing economic condition, determine the
stability of the source of repayment. Consider length of service, type of occupation, and stability
of industry. The customers place of employment tends to be a concern only when the bank is
aware of impending layoffs or conditions that could lead to a disruption of income, such as
seasonal employment. The loan officer must use good judgment along with the banks credit
standards and guidelines.
Can We? Introduces the Credit Policy
After the traditional Cs of credit are established, one must consider whether the loan request is
in line with the banks credit policy. A borrower may possess all five Cs but the purpose of
their loan request may be in direct conflict with the banks credit policy. It this occurs, a denial
of the request must be considered.
Page 18
RATIO DEFINITIONS
For manufacturing, wholesaling, retailing and service companies, a review of the financial
statements to determine the following factors should be conducted.
LIQUIDITY
LEVERAGE
ASSET MANAGEMENT
OPERATIONS
CASH FLOW
LIQUIDITY
Liquidity is a measure of the quality and adequacy of current (short-term) assets to meet current
(short-term) obligations as they come due.
Current Ratio
Calculation:
Current Assets
Current Liabilities
Quick Ratio
Calculation:
Net Sales
Accounts Receivable
Page 19
Page 20
LEVERAGE
Leverage refers to the proportion of funds invested in an entity by the creditors in the form of
loans and the owners in the form of equity. Highly leverage firms (those with heavy debt in
relation to net worth) are more vulnerable to business downturn than those with lower debt to
worth positions. While leverage ratios help measure this vulnerability, it does greatly depend on
the requirements of particular industry groups.
Debt to Net Worth
Calculation: Total Debt
Tangible Net Worth
.
Total Debt
Total Assets
Page 21
Total Sales
Total Assets
Total Sales
Net Fixed Assets
Accumulated Depreciation
Gross Fixed Assets
Page 22
Gross Profit
Net Sales
Operating Profit
Net Sales
.
Net Profit Margin
Calculation:
Net Profit
Net Sales
Net Income
Stockholders Equity
Net Income
Total Assets
Page 23
This ratio is a measure of a firms ability to meet interest payments. It measures the number of
times all interest paid by the company is covered by earnings before interest charges and taxes. A
high ratio may indicate that a borrower would have little difficulty in meeting the interest
obligations of a loan. This ratio also serves as an indicator of a firms capacity to take on
additional debt.
Net Profit
Plus: Non-Cash Charges
+ Change in Accounts Receivable
+ Change in Inventory
+ Change in Accounts Payable
+ Change in Accrued Expenses
= Cash After Operating Cycle
Minus: Dividends Declared
+ Change in Net Worth
= Cash After Financing Cost
Less: Current Portion of Long-Term Debt
= Cash Available for Other Debt
+ Change in Gross Fixed Assets
= Financing Surplus (Requirement)
Page 24
REAL ESTATE
Page 25
12/31/09
Cash
Accounts Receivable, Net
Inventory
Prepaid Expenses
Other Current Assets
Total Current Assets
Gross Fixed Assets
Less:Accumulated Depreciation
Net Fixed Assets
Other Non-Current Assets
TOTAL ASSETS
12/31/10
12/31/11
195
475
241
19
0
126
683
300
23
37
69
994
743
29
38
930
1,169
1,873
782
(224)
558
856
(323)
533
1,076
(465)
611
94
1,582
24
1,726
32
2,516
0
26
138
2
0
70
0
10
25
23
231
2
2
86
0
12
375
15
465
3
0
181
30
7
246
381
1,076
302
280
265
150
0
0
884
1,034
1,582
150
0
0
915
1,065
1,726
175
0
0
1,000
1,175
2,516
26
Long-Term Debt
Common Stock
Preferred Stock
Paid in Capital
Retain Earnings
Total Equity
TOTAL LIAB AND EQUITY
12/31/10
12/31/11
Net Sales
Cost of Goods Sold
Gross Profit
5,937
4,472
1,465
8,481
6,402
2,079
11,025
8,240
2,785
Operating Expenses
Salaries
Utilities
Insurance
Telephone
Other Taxes
Bad Debt Write-off
Advertising
Interest Expense
Delivery Expenses
Depreciation
Total Operating Expenses
1,015
50
21
15
5
6
88
29
99
84
1,412
1,446
70
28
20
6
6
132
41
147
111
2,007
1,859
93
36
27
9
9
171
54
195
154
2,607
53
72
178
0
0
20
7
0
28
33
51
Net Income
(5)
19
77
115
27
RATIO WORKSHEET
SAVANNAH FRESH FISH COMPANY
2009
2010
2011
Sales Growth %
N/A
42.8%
30.0%
Current Ratio
3.78
3.07
1.74
Quick Ratio
2.80
2.18
0.99
0.52
0.62
1.14
Sales-to-Assets
3.78
4.91
4.38
10.6
15.6
18.0
29.0%
38.0%
43.0%
18.6 times
21.3 times
11.1 times
19.6 days
17.1 days
32.9 days
12.5 times
12.4 times
11.1 times
29.2 days
29.2 days
32.9 days
32.9 times
27.7 times
17.7 times
11.1 days
13.2 days
20.6 days
24.7%
24.5%
25.3%
0.9%
0.9%
1.6%
0.6%
0.57%
1.0%
Return on Equity
3.2%
4.8%
9.8%
Return on Assets
2.1%
3.0%
4.6%
ASSET MANAGEMENT
Management utilization of its assets to generate revenue and profits is improving. The
Asset Turnover Ratio (Net Sales to Total Assets) improved from 3.75 to 4.35, while the
Return on Assets (Net Income to Total Assets) improved from 2.09 to 4.53 over the
Period.
The Net Fixed Assets Turnover Ratio also shows signs of improving as it increase from
10.64 to 18.04 over the Period.
OPERATIONS
Sales increased 73% over the Period (43% in 2009 and 30% in 2011). This increase
reflects the market acceptance of SFF Quick Freezing Techniques, which allows the
company to expand its market by selling fish as Fresh Frozen across the Mississippi
River.
In spite of the significant sales growth, the Gross Profit Margin actually improved from
24.7% to 25.3% over the three year period. The financial impact of the improving Gross
Profit Margin was $66,150 over the three year period.
The improved Gross Profit Margin reflects SFF success in obtaining a higher sales price
for the fresh frozen fish and controlling its direct costs.
Management was successful in holding Operating Expenses steady as a percentage of
Sales over the Period at 23.2%. Holding the Operating Expenses constant in light of the
substantial increase in sales is a display of good management. Consequently, the
Operating Profit Margin improved from 1.4% to 2.1% over the Period.
As a result of the improvement in Gross Profit Margin and Operating Profit Margin, Net
Profits increased from $33,000 to $115,000 over the Period.
CASH FLOW
12/31/06
Net Profit
12/31/07
51
115
111
154
(208)
(311)
+ Change in Inventory
(59)
(443)
93
234
16
95
(156)
(20)
(5)
(16)
(161)
(26)
(23)
(42)
(184)
(74)
(220)
(116)
(404)
SFF experienced a negative Net Cash After Operations of $156,000 at fiscal year ending
12/31/07 as a result of increases in Accounts Receivable ($311,000) and Inventory
($443,000). This drain on cash was offset somewhat by the increase in Accounts
Payable in the amount of $234,000; however, it was not enough to counteract the
increase in the trading assets. The Accounts Payable increase is reflected by their past
due status.
The financial impact of the Accounts Receivable, Inventory and Accounts Payable
turning slower is as followers:
A/R : $30,205 X 3.7 days = ($111,925)
Inv : $22,575 X 13.3 days = ($300,252)
A/P : $22,575 X 9.3 days = $211,640
Financial Impact
( $200,537)
This financial impact is the consequence of these accounts increasing at a faster rate
than the 82% increase in sales over the Period. It reflects managements inability to
manage these accounts by maintaining the historical turnover rates.
Cash After Financing Costs further increased to a negative $175,000 reflecting the
Bankers Insight Group, LLC | 31
negative $19,000 change in Net Worth while Cash Available for Other Debt further
increased to negative $198,000 reflecting the Current Portion of Long-Term Debt of
$23,000.
In spite of the large negative Cash Available for Other Debt, SFF spent $220,000 to
increase Gross Fixed Assets, which resulted in a Financial Requirement of negative
$418,000.
The Financial Requirement was funded by drawing $375,000 under the Line of Credit
and raising equity of $25,000 from the sale of stock. The shortfall was funded by the
companys own cash.
RECOMMENDATION
Although SFF is profitable, it is not recommended for the bank to entertain a request for
term financing. This conclusion is due to the inability to generate cash to service future
debts as a result of the high rate of sales growth and the growth in Accounts Receivable
and Inventory beyond the rate of sales growth resulting in a huge drain of SFF cash.