The market value of Tata Motors equity was Rs.575.954 b as of yesterday. As I write this post, while markets are still open, it is down to Rs.472.066 b. That is an 18% fall.
The company has two types of shares: 2,887.348 m ordinary common shares and 508.502 m differential voting rights shares. The DVR shareholders are entitled to one vote for every 10 such shares held and dividends of 5% more than that are entitled to the ordinary common. However in the absence of any dividends distributed to the ordinary, there will be no dividends for the DVR shareholders.
In June 2008, Tata Motors completed its acquisition of Jaguar Land Rover business from Ford Motor Company at a net consideration of $2.3 b in an all-cash transaction. The acquisition was on a cash-free, debt-free basis, but, Ford contributed $600 m towards the pension plans. In November 2008, Tata Motors market cap was at a low of Rs.65 b (less than $1.5 b at the 2008 exchange rate). That itself should have made the consideration over the top. But the chairman had said it was a momentous time for all at Tata Motors. Another Tata company, Tata Steel, had just acquired Corus for $12 b (608 pence per share against the original offer of 455 pence) in 2007. So the group was in an acquisition binge.
But then in 2008, JLR was losing money. Surprisingly, Ford had failed to monetize JLR. The financial crisis and subsequent recession meant demand for luxury cars (Jaguar) and SUVs (Land Rover) was slowing down. Confidence in the credit market was the lowest. Borrowers struggled for credit, and lenders were worried about defaults. The combination was unusual because Tata Motors was in the mass segment and JLR in the premium segment, and the synergy seemed to be out of place. For the first financial year after acquisition (March 2009), Tata Motors posted a net loss of Rs.25 b. The company also ended up with debt of Rs.219 b.
Raising cash was a priority for Tata Motors. The sale of 1.3% holding in Tata Steel to the parent, Tata Sons, for Rs.4.85 b and a rights issue of Rs.41 b was not much compared to the capital needed. A turnaround in JLR was what was required.
And what Ford could not do for years, Tata Motors did in two years. Earnings for 2011 were Rs.92 b; for 2012, Rs.135 b; and for 2013, Rs.98 b. The catch was that Tata Motors local business wasn't doing well. In fact, it posted huge losses in 2015 and 2017.
JLR was turned around all right. But there was a cost to it. A good business is one which earns a high rate of return on its capital employed, and does it consistently. In this respect, we don't think Tata Motors standalone has been doing well. Tata Motors consolidated earned about 15% on equity for 2018. But then that was largely due to contributions from JLR as we have seen. Both revenues and earnings from JLR have been disproportionately large compared to the consolidated numbers. Whether it will continue in future is a question.
Tata Motors has poured in billions of dollars in JLR since acquisition. Yesterday when it released its 3rd quarter results (December 2018), the markets had a surprise. The company said that the carrying value of its capitalized investments were brought down by 3.1 b euros ($3.5 b). When the assets are not expected to bring enough cash flows to justify their carrying values, they are brought down to the level equal to the present value of future cash flows, and such impairment is taken to the income statement. This is a non-cash adjustment that does not affect the statement of cash flows. Yet, the indication is the JLR business may not do as well in future. One of the primary reasons has been slow down in China which was its biggest market. Tata Motors reported Rs.269.61 b loss for the quarter. JLR reported a net loss of 3.1 euros implying no profits even before this one-time impairment loss. The standalone business reported a profit of Rs.6.18 b.
JLR has announced plans to come out with electric vehicles on all models. It will require a lot of capital for investment though. Tata Motors domestic business is doing better than before. Time will tell whether each business will be able to justify the capital invested. For that to happen they will have to show high return on capital and generate large free cash flows on a consistent basis. We hope that the group will be able to wither the past and come out on better terms.
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