5 How to Wipe Out Your Liquidity in a Single Transaction

Last month's announcement by (NYSE: CRM  ) of its pending acquisition of ExactTarget (UNKNOWN: ET.DL  ) introduced a new set of worries for those who are trying to make sense of the company's growth potential. While CEO Marc Benioff rather grandiosely described the announcement date of June 4 as a "historic day for cloud computing," some investors were undoubtedly wondering about a much more mundane topic: Whatever happened to fiscal responsibility and liquidity?

A little history
At the end of its last fiscal year, Jan. 31, 2013, Salesforce posted its seventh straight quarterly net loss. While the company is fond of separating out "non-GAAP" earnings to show adjusted positive income, long periods of GAAP losses tend to tell on a company's financial resources -- there's no escaping reality. Balance sheet conditions had deteriorated to a point where the company's current ratio (the ability of current assets to meet current obligations) was upside down, at a worrying 0.69%.

By the first quarter of 2013, the company's current ratio had improved dramatically. Working capital, the difference between current assets and current liabilities, turned from a deficit of $902 million into a surplus of $146 million. How did the company manage such a quick, billion-dollar turnaround in its working capital? By issuing long-term debt, in the form of a convertible senior note offering of $1.15 billion in March of 2013. It turns out that the convertible note issue was in preparation for the ExactTarget acquisition, so the boost to the current assets portion of the balance sheet was simply a temporary phenomenon.

Calling every dollar
On the acquisition announcement conference call, CFO Graham Smith noted: "We exited Q1 with approximately $3.1 billion in cash and marketable securities and we'll finance the transactions through cash on hand, along with a term loan to provide greater financial flexibility in the near term." Documents filed with the SEC show that the term loan is through Bank of America, in the amount of $300 million, and is collateralized by the stock of Salesforce's subsidiaries.

According to the company, another $70 to $80 million of operating cash flow will be consumed as a result of the acquisition. So let's do some napkin math: Salesforce has $3.1 billion on hand, plus another $300 million from Bank of America, which totals $3.4 billion. A more recent acquisition figure filed with the SEC of $2.64 billion, plus the operational cash outflow (let's use $75 million) equals $2.72 billion -- call this the acquisition cash expenditure. When all is said and done, Salesforce will have $680 million of cash left in its coffers. Salesforce should be able to look at its bank balances and sleep well at night after the acquisition, right?

Spoken for!
Perhaps the company will need a mild sedative. A large portion of the remaining cash theoretically should be set aside and not used for operations. This is because another set of convertible notes in the amount of $575 million that the company issued in 2010 have been fully convertible by note holders for some time.

Salesforce is properly accounting for this possibility by booking a current liability of $527.8 million, and it needs ready money available in case the notes are converted, in which case it would use the cash to return the remaining principal amount of the notes (before addressing any additional cash or shares owed to note holders due to the conversion feature). The liability will likely remain for the near future. Even though Salesforce's stock has declined nearly 17% since hitting a peak in May, the shares would still have to fall 40% from their current level before the notes moved back into non-convertible territory, thus releasing Salesforce of the current obligation. And as the notes approach their due date of Jan. 15th, 2015, the probability of conversion increases. The company rightly characterizes the notes in its annual report as a claim against working capital. 

Let's take a look at the transaction again, factoring in the convertible note claim against working capital. This visual shows graphically how thin Salesforce's cash resources will be, post-acquisition. The numbers shown are taken from SEC filings and are slightly more accurate than the thumbnail math I used above:

Sources: SEC filings and author's calculations.

Why this deal is curious
The acquisition of ExactTarget is only expected to boost Salesforce's revenue by about 3% in fiscal 2014. This is one of the more curious aspects of the deal. As we have discussed, the acquisition, when complete, will really wipe out Salesforce's already shaky working capital. Is the company over-reaching?

Certainly it is under pressure to continue to fend off a host of well-capitalized competitors. For example, IBM's (NYSE: IBM  ) acquisition of public cloud provider SoftLayer was rumored to be in the neighborhood of $2 billion(the deal closed this month and financial terms were not disclosed). But IBM has net working capital of $6.8 billion, and generated $19.6 billion in cash from operations last year. IBM can easily afford to acquire all manner of small cloud companies, from service providers to compete with, to more specialized companies which can tap into IBM's already formidable big data and analytics capabilities, for the purposes of replicating Salesforce's offerings.

Similarly, German software giant SAP (NYSE: SAP  ) has $1.1 billion of working capital on hand, moreover, it generates $5 billion of cash flow from operations annually, so acquisitions such as its recent purchase of cloud provider hybris, said to be in the $1.0 billion to $1.5 billion range,really don't impact resources in a substantial manner. What for Salesforce is a huge transaction in taking over ExactTarget is simply a course of business purchase in a relatively new revenue stream for the likes of SAP and IBM.

Steering clear
With its trail of quarterly GAAP losses and a depleted balance sheet, Salesforce has weakened its financial flexibility for at least a year, if not further. Should it need to bulk up its resources, it can always issue more shares, diluting current shareholders, or issue more convertible debt, further blemishing its debt-to-equity ratio. But investors should be very wary of purchasing this stock, especially given its high valuation -- the foundations are beginning to look very weak.

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Read/Post Comments (4) | Recommend This Article (5)

Comments from our Foolish Readers

Help us keep this a respectfully Foolish area! This is a place for our readers to discuss, debate, and learn more about the Foolish investing topic you read about above. Help us keep it clean and safe. If you believe a comment is abusive or otherwise violates our Fool's Rules, please report it via the Report this Comment Report this Comment icon found on every comment.

  • Report this Comment On July 10, 2013, at 8:13 PM, MFMotleyStool wrote:

    Way to tell it as it exactly is. This is a MOMO stock that is vastly overvalued and now basically cash depleted. Of course they have been overly generous to themselves with free stock options so I guess they can thank shareholders for that.

  • Report this Comment On July 11, 2013, at 8:59 AM, ElHombre55 wrote:

    Either I or the author has the meaning of "conversion" backward.

    AFAIK Conversion means: the holder of the convertible note takes stock instead of taking the face value in cash. If CRM price remains above the face value, the holders will take the stock, leaving the company's cash balance untouched.

    The "claim against working capital" is correct, conservative accounting. If the stock price drops enough (40%), the holders will take their cash instead. Unlikely, but very possible.

    With no dividend, there is no incentive to convert until the last possible minute. So, on the due date, we can expect a lot of the converters' stock to be sold right away.

  • Report this Comment On July 11, 2013, at 10:56 AM, TMFfinosus wrote:

    MFMotleyStool, the stock options are a "whole 'nother issue" which I think represents still another reason to question how CRM uses its equity in addition to how it uses its assets.

    I like your irreverent handle.


  • Report this Comment On July 11, 2013, at 11:06 AM, TMFfinosus wrote:


    What you describe is indeed a common type of convertible note. However, convertibles come in many different flavors, and Salesforce represents in its SEC filings that for the notes in question, the notes must be repaid first before the conversion formula kicks in.

    Thus, in this case, conversion will first trigger the company having to deliver cash up to the face value of the notes, then, with respect to the excess, it will deliver stock, cash, or a combination of the two to the note holder(s).

    So by the structure of this particular convertible note offering, CRM is obligated to pony up cash and pay back the note holders their original principal first, and that is why CRM places the nominal amount of the remaining (unredeemed) notes up as a current liability on their balance sheet.

    Thanks for commenting, and I hope that clears it up.


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