1. The nature and purpose of financial management. Financial objectives of a company Financial management is concerned with the efficient acquisition and deployment of both short – and long-term financial resources, to ensure the objectives of the enterprise are achieved. Key areas of financial management: Investment:- Investment appraisal;- WC management; - Risk. Dividend policy:- Business valuation; - Efficient markets. Finance:Sources of finance; - Cost of capital; - Capital structure; - Risk. Financial objectives: Shareholder wealth maximisation is a fundamental principle of financial management. Many other objectives are also suggested for companies including: profit maximization; growth; market share; social responsibilities; Shareholder wealth maximization. If strategy is developed in response to the need to achieve objectives, it is obviously important to be clear about what those objectives are. Most companies are owned by shareholders and originally set up to make money for those shareholders. The primary objective of most companies is thus to maximise shareholder wealth. (This could involve increasing the share price and/or dividend payout.) Profit maximization: In financial management we assume that the objective of the business is to maximise shareholder wealth. This is not necessarily the same as maximising profit. Firms often find that share prices bear little relationship to reported profit figures (e.g. biotechnology companies and other 'new economy' ventures). There are a number of potential problems with adopting an objective of profit maximisation:Long-run versus short-run issues: In any business it is possible to boost short-term profits at the expense of long-term profits. For example discretionary spending on training, advertising, repairs and research and development (R&D) may be cut. This will improve reported profits in the short-term but damage the long-term prospects of the business. The stock exchange will normally see through such a tactic and share prices will fall. 2. The relationship between financial management and financial and management accounting Financial and management accounting are both important tools for a business, but serve different purposes. A business uses accounting to determine operational plans in the future, to review past performance and to check current business functions. Management and financial accounting have different audiences, as investors are not usually involved in the day-to-day operations of the business but are concerned about their investment, whereas managers need information quickly to make daily business decisions. Financial Management means planning, organizing, directing and controlling the financial activities such as procurement and utilization of funds of the enterprise. It means applying general management principles to financial resources of the enterprise. The objectives of financial management are like to ensure regular and adequate supply of funds to the concern or to ensure safety on investment, i.e, funds should be invested in safe ventures so that adequate rate of return can be achieved, also to plan a sound capital structure and etc. Management accounting is a field of accounting that analyzes and provides cost information to the internal management for the purposes of planning, controlling and decision making. Management accounting is the process of identification, measurement, accumulation, analysis, preparation, interpretation, and communication of information that used by management to plan, evaluate, and control within an entity and to assure appropriate use of an accountability for its resources. This is the phase of accounting concerned with providing information to managers for use in planning and controlling operations and in decision making. In contrast, financial accounting is concerned with providing information to stockholders, creditors, and others who are outside an organization. Managerial accounting provides the essential data with which organizations are actually run. 3. Discuss the relationship between financial objectives, corporate objectives and corporate strategy Strategy is usually associated with long-term planning and thinking. Strategy can be defined as a course of action, including the specification of resources, necessary to achieve an objective. Strategy formulation can only take place once the organization’s objectives have been clearly identified. These objectives relate directly to the organization’s broad based goals and, ultimately, to its mission. Objectives tell managers and employees precisely what they are supposed to achieve. Corporate objectives will relate directly to the organisation’s goals and indirectly to its mission. Corporate objectives are more business or commercial oriented as opposed to financial. The corporate objectives include a) Customer loyalty: to supply products, services and solutions of the highest quality and value to our customers, in order to earn their respect and loyalty. b) Profit: to make sufficient profit to finance our company growth and other corporate objectives, and increase value for our shareholders. c) Market leadership: to grow by maintaining a supply of useful and significant products, services and solutions to markets we already serve and to expand into new areas that build on our technologies, skills and customer interests. d) Growth: to see change in the market as an opportunity for growth; to use our profits and our ability to develop and produce innovative products, services and solutions that satisfy changing customer needs. e) employee commitment: to enable our employees to benefit from the company's success; to reward good performance with employment opportunities; to create a safe, dynamic and inclusive work environment that values employees’ diversity as well as individual contributions; and to help them gain a sense of pride and achievement from their work. f) Leadership capability: to develop leaders at every level who are responsible for achieving business results and exemplifying our values. g) Global citizenship: to fulfil our responsibility to society by being an economic, intellectual and social asset to each country and community in which we do business. in practice, from the above, it can be seen that corporate objectives tend to be quite varied. Financial objectives mostly aim at the maximization of shareholder wealth and are linked to measures of profit. Examples of financial objectives include roce, roi and eps. Alternatively, financial objectives can refer to objectives pursued by the financial manager. Other examples would therefore include maintaining optimal cash balances, specific gearing ratios and stock turnover periods. 4 Western concept of stakeholders and their objectives. Discuss possible conflicts between stakeholder objectives Stakeholders are persons or groups who are directly or indirectly affected by a project, as well as those who may have interests in a project and/or the ability to influence its outcome, either positively or negatively. Stakeholders may include locally affected communities or individuals and their formal and informal representatives, national or local government authorities, politicians, religious leaders, civil society organizations and groups with special interests, the academic community, or other businesses. The “stake” that each of these different individuals or groups has in a project or investment will vary. For example, there may be people directly affected by the potential environmental or social impacts of a project. Others may be resident in another country altogether, but wish to communicate their concerns or suggestions to the project company. Then there are those who might have great influence over the project, such as gov. regulators, political or religious leaders, and others active in the local community. There are also stakeholders who, because of their knowledge or stature, can contribute positively to the project, by acting as an honest broker in mediating relationships. Stakeholders Who are they Objectives Owners They invest capital in the business and get profits from the business Profits, growth of the business Workers Employees of the business who give Job security, job satisfaction in their time and effort to make a and a satisfactory level of business successful payment for their efforts Managers Employees of the business who manage a business. They lead and control the workers to achieve organisational goals High salaries, Job security, Status and growth of the business Consumers These are the people who buy the goods and services of the business. Safe and reliable products, value for money, proper after sales service Government Gov. manages the economy. It charges a tax from the business and also monitors the working of businesses in the country Successful businesses, employments to be created, more taxes, follow laws. The community Community is all the people who are They expect more jobs, directly or indirectly affected by the environmental protection, actions of the business. socially responsible products Here are some other potential conflicts between stakeholders: • “Short-term” thinking by managers may discourage important long-term investment in the business • New developments in the business such as a major product launch or new factory may require extra finance to be raised, which reduces the control of existing investors • Investing in new machinery to achieve better efficiency may result in job losses • Extending products into mass markets may result in lower quality standards 5. Means of measuring achievement of corporate objectives including: i) ratio analysis, using appropriate ratios (e.g. return on capital employed, return on equity, earnings per share and dividend per share) ii) changes in dividends and share prices as part of total shareholder return A ratio analysis is a quantitative analysis of information contained in a company’s financial statements. Ratio analysis is based on line items in financial statements like the balance sheet, income statement and cash flow statement; the ratios of one item – or a combination of items to another item or combination are then calculated. Ratio analysis is used to evaluate various aspects of a company’s operating and financial performance such as its efficiency, liquidity, profitability and solvency. The trend of these ratios over time is studied to check whether they are improving or deteriorating. Ratios are also compared across different companies in the same sector to see how they stack up, and to get an idea of comparative valuations. Dividends per share=Dividends paid to shareholders/ Number of shares outstanding; EPS = Net income available to shareholders/number of shares outstanding ROE=Net income/equity; ROA =Net income/total assets; Dividend payout ratio=Dividends/ earnings; Price-earnings ratio=Market price per share/EPS; Before a dividend is distributed, the issuing company must first declare the dividend amount and the date when it will be paid. It also announces the last date when shares can be purchased to receive the dividend, called the ex-dividend date. This date is generally two business days prior to the date of record, which is the date when the company reviews its list of shareholders. The declaration of a dividend naturally encourages investors to purchase stock. Because investors know that they will receive a dividend if they purchase the stock before the ex-dividend date, they are willing to pay a premium. This causes the price of stock to increase in the days leading up to the exdividend date. In general, the increase is about equal to the amount of the dividend, but the actual price change is based on market activity and not determined by any governing entity. On the ex-dividend date, the exchange reduces the stock price by the amount of the dividend to account for the fact that new investors are not eligible to receive dividends and are therefore unwilling to pay a premium. However, if the market is particularly optimistic about the stock leading up to the ex-dividend date, the price increase this creates may be larger than the actual dividend amount, resulting in a net increase despite the automatic reduction. If the dividend is small, the reduction may even go unnoticed due to the back and forth of normal trading. 6. Finance in non-for-profit organisations Nonprofit organizations are rarely judged solely by their financial bottom line; instead, their worth is gauged by the effectiveness of their services and how successfully they achieve their mission. For most organizations, the ability to deliver effective services is dependent on sound management practices, of which financial management is an essential piece. NFP often find that managing their many grants and contracts and complying with the reporting requirements of various funders is enormously time consuming, especially for the sizable proportion of organizations that rely on government funds. This situation leaves nonprofit organizations vulnerable. Many lack cash reserves, making it difficult for them to build a safety net for periods of low revenues. The true costs to an organization for delivering programs and services are not limited to the costs of the materials, equipment and staff salaries directly associated with each particular program. There are also operating expenses associated with running the organization itself, frequently referred to as “overhead” costs. These include management and administrative expenses, costs associated with raising money for the organization, human resources, information technology, office furniture, heat, phones, rent and the maintenance of the facility. Evidence show that some nonprofit organizations do not ask for sufficient funds for overhead expenses because they lack the expertise and technical capacity to determine these costs. Discuss ways of measuring the achievement of objectives in NFP organizations With NFPs the nonfinancial objectives are often more important and more comp ex because Most key objectives are very difficult to quantify, especially in financial terms, ex quality of care given to patients in a hospital; Multiple and conflicting objectives are more common in NFPs, e.g. quality of patient care versus number of patients treated. Assessing whether the organisation provides value for money involves looking at all functioning aspects of the organisation. Performance measures have been developed to permit evaluation of each part separately. Economy: Minimising the costs of inputs required to achieve a defined level of output. Efficiency: Ratio of outputs to inputs – achieving a high level of output in relation to the resources put in (input driven) or providing a particular level of service at reasonable input cost (output driven) . Effectiveness: Whether outputs are achieved that match the predetermined objectives. Use of the 3Es as a performance measure and a way to assess VFM is a key issue for examination questions that relate to NFPs and public sector organizations 7. Identify and explain the main macroeconomic policy targets. Define and discuss the role of fiscal, monetary, interest rate and exchange rate policies in achieving macroeconomic policy targets Macroeconomic policy is the management of the economy by government in such a way as to influence the performance and behavior of the economy as a whole. The principal objectives of macroeconomic policy will be to achieve following: • full employment of resources; price stability ; economic growth; balance of payments equilibrium; an appropriate distribution of income and wealth. The pursuit of macroeconomic objectives may involve tradeoffs – where one objective has to be sacrificed for the sake of another, ex: Full employment versus Price stability; Economic growth versus Balance of payments Monetary policy is concerned with influencing the overall monetary conditions in the economy in particular: the volume of money in circulation – the money supply; the price of money – interest rates. Fiscal policy is the manipulation of the government budget in order to influence the level of aggregate demand and therefore the level of activity in the economy. It covers: government spending • taxation • government borrowing which are linked as follows: public expenditure = taxes raised + government borrowing (+ sundry other income) Factors affected Achieved by controlling supply Achieved by increasing interest rates Availability of finance Credit restrictions=>small businesses struggle to raise funds Cost of finance Shareholders require Reduced supply pushes up the cost of funds=>discourages higher returns=>if not met expansion - share price falls Exchange rates Lvl of consumer demand High interest rates attracts foreign investment => increase in exchange rates: • exports dearer •imports cheaper Too difficult to raise funds to spend Saving becomes more attractive 8. Describe the nature of working capital and identify its elements. Components of working capital in various industries In an ordinary sense, working capital denotes the amount of funds needed for meeting day-today operations of a concern. This is related to short-term assets and short-term sources of financing. Hence it deals with both, assets and liabilities—in the sense of managing working capital it is the excess of current assets over current liabilities. Working capital management is essential for the long‐term success of a business. No business can survive if it cannot meet its day‐to‐day obligations. A business must therefore have clear policies for the management of each component of working capital. Working capital is the net of current assets minus current liabilities. It normally includes inventories, receivables, cash (and cash equivalents), less payables. Working capital = receivables + cash + inventory – payables; Working capital ratio = Current Assets/Current Liabilities. The nature of working capital is as discussed below: It is used for purchase of raw materials, payment of wages and expenses.; Working capital enhances liquidity, solvency, creditworthiness and reputation of the enterprise.; It generates the elements of cost namely: Materials, wages and expenses.; It enables the enterprise to avail the cash discount facilities offered by its suppliers.; It helps improve the morale of business executives and their efficiency reaches at the highest climax.; It facilitates expansion programmes of the enterprise and helps in maintaining operational efficiency of fixed assets. For various industries: Manufacturing: Inventories – High volume of WIP and finished goods Trade Receivables – High levels of trade receivables as they tend to be dependent of a few customers Trade Payables – Low to medium levels Retail : Inventories – Goods for re-sale only and usually low volume TR – Very low levels as most goods are bough in cash TP- Very high levels due to huge purchases of inventory Service: Inventories – None or very little inventories TR – Usually low levels as services are paid for immediately TP – Low levels The manufacturing company will need to invest heavily in spare parts and may be owed large amounts of money by its customers. The food retailer will have a large inventory of goods for resale but will have low accounts receivable. The manufacturing company will therefore need a carefully considered policy on the management of accounts receivable which will need to reflect the credit policies of its close competitors. The food retailer will be more concerned with inventory management. The main objective of working capital management is to maintain an optimal balance among each of the working capital components. 9. Identify the objectives of working capital management in terms of liquidity and profitability, and discuss the conflict between them. The aim of working capital management is to achieve balance between having sufficient working capital to ensure that the business is liquid but not too much that the level of working capital reduced profitability. The two main objectives of working capital management are to ensure: it has sufficient liquid resources to continue in business and to increase its probability.; the objective of profitability supports the primary financial management objective, which is shareholder wealth maximization.; the objective of liquidity ensures that liabilities can be met as they fall due. (b) Conflict between two objectives: liquid assets such as bank accounts earn very little return or no return, so liquid assets decrease profitability.; profitability is met by investing over the longer term in order to achieve higher returns. (c) Trade-off between two objectives: it depends on the particular circumstances of an organization.; liquidity may be more important objective when short-term finance is hard to find.; profitability may become a more important objective when cash management has become too conservative.; both objectives are important and neither can be neglected. Liquidity in the context of working capital management means having enough cash or ready access to cash to meet all payment obligations when these fall due. The main sources of liquidity are usually: cash in the bank; short-term investments that can be cashed in easily and quickly; cash inflows from normal trading operations (cash sales and payments by receivables for credit sales); an overdraft facility or other ready source of extra borrowing. A firm choosing to have a lower level of working capital than rivals is said to have an ‘aggressive’ approach, whereas a firm with a higher level of working capital has a ‘defensive’ approach. Cash flow is the lifeblood of the thriving business. Effective and efficient management of the working capital investment is essential to maintaining control of business cash flow. Management must have full awareness of the profitability versus liquidity trade-off. 10. Discuss, apply and evaluate the use of relevant techniques in managing inventory, including the Economic Order Quantity model and Justin-Time techniques Inventory management is the overseeing and controlling of the ordering, storage and use of components that a company will use in its production processes. Some of the techniques are: 1)Setting up reordering level (ROL, a point at which order should be made), max, min levels. Purchasing inventory in large quantities is cheaper, but holding costs are higher. The opposite is true for smaller quantities. EOQ is calculated to determine the optimal size of an order = √(2* annual demand of an item, units * cost of placing an order / inventory holding cost per unit). 2) Bin systems. 2-bin system: Inventory is held in 2 "bins" – A & B. The standard quantity for B ("reserve") is the expected demand during lead time + “buffer” inventory. First, inventory from A is used until it is empty. Then an order is placed and in the meantime materials from the bin B are used. When the new order arrives, bin B is filled at first and the rest is held in A. 1-bin system: The same approach is applied for a single bin with the "red line" within the bin indicating ROL. Advantage of bin systems is that the inventory stock could be kept at lower level. 3)Periodic review system (constant order cycle system). Inventory levels are reviewed at fixed intervals. ROL = demand before the next review + demand during the lead time. Preferred by suppliers as order load is more evenly spread and is easier to plan.4)Certain items may have a high value, but be subject to infrequent demand. Management need to review inventory usage to identify slow-moving inventory. An aging analysis should be performed on regularly basis so that actions could be taken.5)JIT is a series of manufacturing and supply chain techniques that aims to minimize inventory levels and improve customer service by manufacturing not only at the exact time customer require, but also in exact quantities they need and at a competitive price. 11. The level of working capital investment in current assets. Discuss the key factors determining this level, including:i) the length of the working capital cycle and terms of trade ii) an organisation’s policy on the level of investment in current assets iii) the industry in which the organization operates Working capital = Cash and Bank + Inventory receivables + Current assets – Payables – Overdraft – Current liabilities Working capital is the capital available for the day-to-day operations of an organization. Cost of investing in WC is the cost of funding or the opportunity cost of lost investment opportunities because cash is tied up and unavailable for other uses. i) Length of working capital cycle The working capital cycle or operating cycle is the period of time between when a company settles its accounts payable and when it receives cash from its accounts receivable.; As the operating period lengthens, the amount of finance needed increases.; Companies with comparatively longer operating cycles than others in the same industry sector, will therefore require comparatively higher levels of investment in current assets. Terms of trade:These determine the period of credit extended to customers, any discounts offered for early settlement or bulk purchases, and any penalties for late payment; A company whose terms of trade are more generous than another company in the same industry sector will therefore need a comparatively higher investment in current assets. ii) Policy on level of investment in current assets:Even within the same industry sector, companies will have different policies regarding the level of investment in current assets, depending on their attitude to risk.; A company with a comparatively conservative approach to the level of investment in current assets would maintain higher levels of inventory, offer more generous credit terms and have higher levels of cash in reserve than a company with a comparatively aggressive approach.;While the more aggressive approach would be more profitable because of the lower level of investment in current assets, it would also be more risky, for example in terms of running out of inventory in periods of fluctuating demand or of failing to have the particular goods required by a customer iii) Industry in which organization operates Some industries, such as aircraft construction, will have long operating cycles due to the length of time needed to manufacture finished goods and so will have comparatively higher levels of investment in current assets than industries such as supermarket chains, where goods are bought in for resale with minimal additional processing and where many goods have short shelf-lives. 12. Calculate payback period and discuss the usefulness of payback as an investment appraisal method. Discounted payback period. Payback period is the number of years it takes for a company to recover its original investment in a project, when net cash flow equals zero. The shorter the payback period of a project, the more attractive the project will be to management. Though payback period is useful from a risk analysis perspective, since it gives a quick picture of the amount of time that the initial investment will be at risk, it cannot be used as the sole method of investment appraisal, due to a number of limitations: The concept does not consider the presence of any additional cash flows that may arise from an investment in the periods after full payback has been achieved.; The payback method focuses solely upon the time required to pay back the initial investment; it does not track the ultimate profitability of a project at all.; The method does not take into account the time value of money, where cash generated in later periods is work less than cash earned in the current period. (except for the discounted payback formula); The denominator of the calculation is based on the average cash flows from the project over several years - but if the forecasted cash flows are mostly in the part of the forecast furthest in the future, the calculation will incorrectly yield a payback period that is too soon. Discounted Payback Period. One of the limitations of the payback period is that it does not take into account the time value of money, but the discounted payback period does. The discounted payback period discounts each of the estimated cash flows and then determines the payback period from those discounted flows. 13. Calculate net present value and discuss its usefulness as an investment appraisal method. Internal rate of return, its application as an investment appraisal method. Net Present Value (NPV) is the difference between the present value of cash inflows and the present value of cash outflows. A positive net present value indicates that the projected earnings generated by a project or investment (in present dollars) exceeds the anticipated costs (also in present dollars), which means, that, in general, only project with positive NPV should be accepted. NPV is one of the most popular methods of investment appraisals. The only big limitation it has is that it relies heavily upon multiple assumptions and estimates, so there can be substantial room for error. Estimated factors include investment costs, discount rate and projected returns. Additionally, discount rates and cash inflow estimates may not inherently account for risk associated with the project and may assume the maximum possible cash inflows over an investment period. Internal rate of return (IRR) is a metric commonly used as an NPV alternative. Calculations of IRR rely on the same formula as NPV does, except with slight adjustments. IRR calculations assume a neutral NPV (a value of zero). The discount rate of an investment when NPV is zero is the investment’s IRR, essentially representing the projected rate of growth for that investment. Because IRR is necessarily annual – it refers to projected returns on a yearly basis – it allows for the simplified comparison of a wide variety of types and lengths of investments. For example, IRR could be used to compare the anticipated profitability of a 3-year investment with that of a 10-year investment because it appears as an annualized figure. If both have an IRR of 18%, then the investments are in certain respects comparable, in spite of the difference in duration. 14. Describe and discuss the difference between risk and uncertainty in relation to probabilities and increasing project life. Accounting for risks in cash flows and discount rate. Calculation of specific risk. Risk refers to the situation where probabilities can be assigned to a range of expected outcomes arising from an investment project and the likelihood of each outcome occurring can therefore be quantified. Uncertainty refers to the situation where probabilities cannot be assigned to expected outcomes. Investment project risk therefore increases with increasing variability of returns, while uncertainty increases with increasing project life. The two terms are often used interchangeably in financial management, but the distinction between them is a useful one. Sensitivity analysis assesses how the net present value of an investment project is affected by changes in project variables. In this way the key or critical project variables are determined. However, sensitivity analysis does not assess the probability of changes in project variables and so is often dismissed as a way of incorporating risk into the investment appraisal process. Probability analysis refers to the assessment of the separate probabilities of a number of specified outcomes of an investment project. For example, a range of expected market conditions could be formulated and the probability of each market condition arising in each of several future years could be assessed. The net present values arising from combinations of future economic conditions could then be assessed and linked to the joint probabilities of those combinations. The expected net present value (ENPV) could be calculated, together with the probability of the worst-case scenario and the probability of a negative net present value. In this way, the downside risk of the investment could be determined and incorporated into the investment decision. CAPM model is the most common method of adjusting a discount rate for risk is by starting with a risk-free rate and adding a risk premium. rf – risk-free rate; β relevered – beta coefficient with consideration of target debt-to-equity ratio; rm – return of market portfolio; rSP – company size premium; rSCR – specific risk premium; CAPM helps to obtain cost of equity and then to derive WACC, that will be used to discount cash flows and will allow to adjust them for risks. Specific Company Risk – SCR. Shows company’s specific risk including: Start-up phase; Uncertainty of future ash flows (several scenarios); Aggressive assumptions in cash flow construction; Specific risks of company associated with management, operational activity, financing; Crucial role of management in company performance Determination methods: Probability weighted cash flow forecasts; Empirical ranges. It’s indicator is mainly a subject to professional judgement of an expert, mainly its values are 1-2%. 15. Identify and discuss methods of raising short- and long-term Islamic finance The growth and popularity of the use of Islamic finance has been exceptional since the Central Bank of Bahrain issued the first sovereign sukuk bonds in 2001. It is estimated that by the end of 2012 Islamic financial assets will have exceeded $1,600bn, which is around 1–2% of global financial assets worldwide. THE BASIC PRINCIPLES OF ISLAMIC FINANCE;The Islamic economic model has developed over time based on the rulings of Sharia on commercial and financial transactions. The Islamic finance framework is based on: equity, such that all parties involved in a transaction can make informed decisions without being misled or cheated; pursuing personal economic gain but without entering into those transactions that are forbidden (for example, transactions involving alcohol, pork-related products, armaments, gambling and other socially detrimental activities). Also, speculation is also prohibited (so options and futures are ruled out); the strict prohibition of interest (riba = excess). As stated above, earning interest (riba) is not allowed. In an Islamic bank, the money provided in the form of deposits is not loaned, but is instead channelled into an underlying investment activity, which will earn profit. The depositor is rewarded by a share in that profit, after a management fee is deducted by the bank. A typical illustration would be how an Islamic bank may purchase a property from a seller and resell it to a buyer at a profit. The buyer will be allowed to pay in instalments. Compare this to a typical mortgage where the bank lends money to the buyer and charges interest. Hence, returns are made from cash returns from a productive source – for example, profits from selling assets or allowing the use of an asset (rent). In Islamic banking there are broadly two categories of financing techniques: ‘fixed Income’ modes of finance – murabaha, ijara, sukuk; equity modes of finance – mudaraba, musharaka. Methods of raising short- and long-term Islamic finance . (a) Murabaha Murabaha is a form of trade credit or loan. The key distinction between a murabaha and a loan is that, with a murabaha, the bank will take actual constructive or physical ownership of the asset. The asset is then sold to the ‘borrower’ or ‘buyer’ for a profit but they are allowed to pay the bank over a set number of instalments. The period of the repayments could be extended, but no penalties or additional mark-up may be added by the bank. Early payment discounts are not within the contract. (b) Ijara Ijara is the equivalent of lease finance. It is defined as when the use of the underlying asset or service is transferred for consideration. Under this concept, the bank makes available to the customer the use of assets or equipment such as plant or motor vehicles for a fixed period and price. Some of the specifications of an Ijara contact include: the use of the leased asset must be specified in the contract; the lessor (the bank) is responsible for the major; intenance of the underlying assets (ownership costs); the lessee is held for maintaining the asset in proper order. An Islamic lease is more like an operating lease, but the redemption features may be structured to make it similar to a finance lease. (c) Sukuk Companies often issue bonds to enable them to raise debt finance. The bond holder receives interest and this is paid before dividends. This is prohibited under Islamic law. Instead, Islamic bonds (or sukuk) are linked to an underlying asset, such that a sukuk holder is a partial owner in the underlying assets and profit is linked to the performance of the underlying asset. So, for example, a sukuk holder will participate in the ownership of the company issuing the sukuk and has a right to profits (but will equally bear their share of any losses). EQUITY MODES (a) Mudaraba Mudaraba is a special kind of partnership where one partner gives money to another for investing it in a commercial enterprise. The investment comes from the first partner (who is called ‘rab ul mal’), while the management and work is an exclusive responsibility of the other (who is called ‘mudarib’). 16 Methods of estimation of the overall cost of capital. Cost of equity and cost of debt. Discuss the problem of high level of gearing. Levered and unlevered beta, calculation and application. The cost of capital is the rate of return that the suppliers of capital—bondholders and owners —require as compensation for their contributions of capital. This cost reflects the opportunity costs of the suppliers of capital. The cost of capital is a marginal cost: the cost of raising additional capital. The weighted average cost of capital (WACC) is the cost of raising additional capital, with the weights representing the proportion of each source of financing that is used. Also known as the marginal cost of capital (MCC). WACC = wdrd (1 - t) + wprp + were where wd is the proportion of debt that the company uses when it raises new funds; rd is the before-tax marginal cost of debt; t is the company’s marginal tax rate; wp is the proportion of preferred stock the company uses when it raises new funds ; rp is the marginal cost of preferred stock; we is the proportion of equity that the company uses when it raises new funds; re is the marginal cost of equity. The cost of Debt Alternative approaches Yield-to-maturity approach: Calculate the yield to maturity on the company’s current debt. 1. Debt-rating approach: Use yields on comparably rated bonds with maturities similar to what the company has outstanding. Yield-to-Maturity Approach Consider a company that has $100 million of debt outstanding that has a coupon rate of 5%, 10 years to maturity, and is quoted at $98. What is the after-tax cost of debt if the marginal tax rate is 40%? Assume semi-annual interest. Solution: rd = 0.0526 (1 – 0.4) = 3.156% Debt-Rating Approach Consider a company that has nontraded $100 million of debt outstanding that has a debt-rating of AA. The yield on AA debt is currently 6.2%. What is the after-tax cost of debt if the marginal tax rate is 40%? Solution: rd = 0.062 (1 – 0.4) = 3.72% The Cost of Equity Methods of estimating the cost of equity: Capital asset pricing model; Dividend discount model; Bond yield plus risk premium. The capital asset pricing model (CAPM) states that the expected return on equity, E(Ri) , is the sum of the risk-free rate of interest, RF, and a premium for bearing market risk, bi [E(RM) – RF]: E(Ri) = RF + bi [E(RM) – RF],where biis the return sensitivity of stock i to changes in the market return E(RM) is the expected return on the market; E(RM) – RF is the expected market risk premium or equity risk premium (ERP) The bond yield plus risk premium approach requires adding a premium to a company’s yield on its debt: re = rd + Risk premium This approach is based on the idea that the equity of the company is riskier than its debt, but the cost of these sources move in tandem. Project Betas Issues in estimating a beta: • Judgment is applied in estimating a company’s beta regarding the estimation period, the periodicity of the return interval, the appropriate market index, the use of a smoothing technique, and adjustments for small company stocks. • If a company is not publicly traded or if we are estimating a project’s beta, then we need to look at the risk of the company or project and use comparables. • When selecting a comparable for the estimation of a project beta, we ideally would like to find a company with a single line of business, and that line of business matches that of the project. This ideal comparable is a pure play. We use the beta of the comparable company to estimate an asset beta (beta reflecting only business risk) and then use it for the subject project or company. Levering and unlevering beta To unlever beta, remove the comparable’s capital structure from the beta to arrive at the asset beta, which reflects the company’s business risk: β_"asset" = β_"equity" [1/(1+((1-t)D/E) )] To lever the beta, adjust for the project’s financial risk: β_"equity" = β_"asset" [1+((1-t)D/E)] 'Gearing Ratio' The gearing ratio is a general term describing a financial ratio that compares some form of owner's equity (or capital) to borrowed funds. Gearing is a measure of financial leverage, demonstrating the degree to which a firm's activities are funded by owner's funds versus creditor's funds. The higher a company's degree of leverage, the more the company is considered risky. As for most ratios, an acceptable level is determined by its comparison to ratios of companies in the same industry. The best known examples of gearing ratios include the debt-to-equity ratio (total debt / total equity), times interest earned (EBIT / total interest), equity ratio (equity / assets), and debt ratio (total debt / total assets). A company with high gearing (high leverage) is more vulnerable to downturns in the business cycle because the company must continue to service its debt regardless of how bad sales are. A greater proportion of equity provides a cushion and is seen as a measure of financial strength. 17. Business valuation approaches and methods. 1) Asset-based approaches: Basically these business valuation methods total up all the investments in the business. Asset-based business valuations can be done on a going concern or on a liquidation basis. A going concern asset-based approach lists the business's net balance sheet value of its assets and subtracts the value of its liabilities. A liquidation asset-based approach determines the net cash that would be received if all assets were sold and liabilities paid off. Using the asset-based approach to value a sole proprietorship is more difficult. In a corporation all assets are owned by the company and would normally be included in a sale of the business. Assets in a sole proprietorship exist in the name of the owner and separating assets from business and personal use can be difficult. For instance, in a lawn care business a sole proprietor may use various pieces of lawn care equipment for both business and personal use. A potential purchaser of the business would need to sort out which assets the owner intends to sell as part of the business. 2) Earning value approaches These business valuation methods are predicated on the idea that a business's true value lies in its ability to produce wealth in the future. The most common earning value approach is Capitalizing Past Earning. With this approach, a valuator determines an expected level of cash flow for the company using a company's record of past earnings, normalizes them for unusual revenue or expenses, and multiplies the expected normalized cash flows by a capitalization factor. The capitalization factor is a reflection of what rate of return a reasonable purchaser would expect on the investment, as well as a measure of the risk that the expected earnings will not be achieved. Discounted Future Earnings is another earning value approach to business valuation where instead of an average of past earnings, an average of the trend of predicted future earnings is used and divided by the capitalization factor. What might such capitalization rates be? In a Management Issues paper discussing "How Much Is Your Business Worth?", Grant Thornton LLP suggests: "Well established businesses with a history of strong earnings and good market share might often trade with a capitalization rate of, say 12% to 20%. Unproven businesses in a fluctuating and volatile market tend to trade at much higher capitalization rates, say 25% to 50%." 3) Market value approaches Market value approaches to business valuation attempt to establish the value of your business by comparing your business to similar businesses that have recently sold. Obviously, this method is only going to work well if there are a sufficient number of similar businesses to compare. Assigning a value to a sole proprietorship based on market value is particularly difficult. By definition sole proprietorships are individually owned so attempting to find public information on prior sales of like businesses is not an easy task. Although the Earning Value Approach is the most popular business valuation method, for most businesses, some combination of business valuation methods will be the fairest way to set a selling price. 18. Describe the traditional view of capital structure and its assumptions. Miller and Modigliani view on capital structure, both without and with corporate taxation, and their assumptions. Under the traditional theory of cost of capital, the cost declines initially and then rises as gearing increases. The traditional view is as follows:(a)As the level of gearing increases, the cost of debt remains unchanged up to a certain level of gearing. Beyond this level, the cost of debt will increase.(b)The cost of equity rises as the level of gearing increases and financial risk increases. There is a non-linear relationship between the cost of equity and gearing.(c)The WACC does not remain constant, but rather falls initially as the proportion of debt capital increases, and then begins to increase as the rising cost of equity (and possibly of debt) becomes more significant.(d)The optimum level of gearing is where the company’s WACC is minimized.Assumptions on which this theory is based are as follows:(a)The company pays out all its earnings as dividends.(b)The gearing of the company can be changed immediately by issuing debt to repurchase shares, or by issuing shares to repurchase debt. There are no transaction costs for issues.(c)The earnings of the company are expected to remain constant in perpetuity and all investors share the same expectations about these future earnings. (d)Business risk is also constant, regardless of how the company invests its funds.(e)Taxation, for the timing being, is ignored. Modigliani and Miller stated that, in the absence of tax, a company’s capital structure would have no impact upon its WACC. The net operating income approach takes a different view of the effect of gearing on WACC. In their 1958 theory, M&M proposed that the total market value of a company, in the absence of tax, will be determined only by two factors: (a) the total earnings of the company.(b) t h e l e v e l o f o p e r a t i n g (business) risk attached to those earnings. The total market value would be computed by discounting the total earnings at a rate that is appropriate to the level of operating risk. This rate would represent the WACC of the company. Thus M&M concluded that the capital structure of a company would have no effect on its overall value or WACC. M&M made various assumptions in arriving at this conclusion, including:(a)A perfect capital market exists, in which investors have the same information, upon which they act rationally, to arrive at the same expectations about future earnings and risks.(b) There are no tax or transaction costs.(c) Debt is risk-free and freely available at the same cost to investors and companies alike.If M&M I theory holds, it implies:(a)The cost of debt remains unchanged as the level of gearing increases.(b) The cost of equity rises in such a way as to keep the WACC constant. M&M with Tax (M&M II) In 1963, M&M modified their model to reflect the fact that the corporate tax system gives tax relief on interest payments. They admitted that tax relief on interest payments does lower the WACC. The savings arising from tax relief on debt interest are the tax shield . They claimed that the WACC will continue to fall, up to gearing to 100%. This suggests that companies should have a capital structure made up entirely of debt. However, this does not happen in practice due to existence of other market imperfections which undermine the tax advantages of debt finance. Value of firm’s equity (SL) = (EBIT – interest expenses) × (1 – corporate profit tax rate)/Cost of equity Without tax With tax VL = VU VL = VU + B × T Proposition I b. Value of firm Proposition II c . C o s t o f rs = r0 + B/S × (r0 – equity rB) d. WACC rs = r0 + B/S × (r0 – rB) × (1 – TC) WACCL = WACCU (1 WACCL = WACCU × B TC BS ) 19. Sources of finance for SMEs. Describe the nature of the financing problem for small businesses in terms of the funding gap, the maturity gap and inadequate security. Potential sources of financing include the following: Owner financing ➢ Overdraft financing ➢ Bank loans ➢ Trade credit ➢ Equity finance ➢ Business angel financing ➢ Venture capital ➢ Leasing ➢ Factoring ➢ Financing problem for small businesses Funding gap: A funding gap is the difference between the money required to begin or continue ➢ operations, and the money currently accessible. Funding gaps are common in very young companies, who may underestimate the ➢ amount of capital needed to sustain production until a workable cash flow has been established. Maturity gap: It is particularly difficult for SMEs to obtain medium term loans due to a ➢ mismatching of the maturity of assets and liabilities. Longer term loans are easier to obtain than medium term loans as longer loans ➢ can be secured with mortgages against property. Inadequate security: A common problem is often that the banks will be unwilling to increase loan ➢ funding without an increase in security given (which the owners may be unwilling or unable to give), or an increase in equity funding (which may be difficult to obtain). 20. Describe and discuss different types of foreign currency risk, different types of interest rate risk, the causes of exchange rate and interest rate fluctuations Firms may be exposed to three types of foreign exchange risk: Transaction risk - the risk of an exchange rate changing between the transaction date and the subsequent settlement date on an individual transaction (i.e.it is the gain or loss arising on conversion). It is associated with exports/imports. Ex: suppose there is a three-day lag between a transaction's execution and settlement. The company is receiving payment in GBP which they must repatriate into USD their local currency. Transaction risk is the risk that the GBP/USD exchange rate will decrease during this three-day lag. Economic risk - includes the longer-term effects of changes in exchange rates, government regulation, or political stability on the market value of the company (PV of the future cash flows). It is the long-term version of transaction risk. Looks at how changes in exchange rates affect competitiveness, directly or indirectly; Reduce by geographic diversification. For an export company it could occur because the home currency strengthens against the currency in which it trades, OR a competitor’s home currency weakens against the currency in which it trades. Ex: let's assume American Company XYZ invests $1,000,000 in a manufacturing plant in the Congo. The political environment could shift quickly, perhaps prompting the Congolese government to seize the plant or significantly change laws that affect Company XYZ's ability to operate the plant. Likewise, hyperinflation could make it impossible to pay workers, or exchange rate circumstances could make it unprofitable to move profits out of the country. Translation risk (an accounting risk rather than cash-based one) – shows how changes in exchange rates affect the translated value of foreign assets and liabilities (e.g. foreign subsidiaries). It can be hedged by borrowing in local currency to fund investment. Ex: if initially the exchange rate is given by $1/₤ and an American subsidiary is worth $500 000, then the UK parent company will anticipate a balance sheet value of ₤500 000 for the subsidiary. A depreciation of the US dollar to $2/₤ would result in only ₤250 000 being translated. Exchange rates fluctuate due to: differentials in inflation, differentials in interest rates, current-account deficits, public debt, terms of trade, political stability and economic performance. Ex: during 2007-2009 the value of Sterling fell over 20%. This was due to: Restoring UK’s lost competitiveness. UK had large current account deficit in 2007: Bank of England cut interest rates to 0.5% in 2008.; Recession hit UK economy hard. Markets expected interest rates in UK to stay low for a considerable time.; Bank of England pursued quantitative easing (increasing money supply). This raised prospect of future inflation, making UK bonds less attractive. Interest rate risk: Gap/interest rate exposure – interest rate risk refers to the risk of an adverse movement in interest rates and thus a reduction in the company’s net cash flow. Compared to currency exchange rates, interest rates do not change continually, but changes in interest rates occur frequently, and the size of the changes can be substantial. Basis risk - the risk that the value of a futures contract (or an over-the-counter (OTC) hedge) will not move in line with that of the underlying exposure. Alternatively, it is the risk that the cash futures spread will widen or narrow between the times at which a hedge position is implemented and liquidated. Ex: a heating-oil wholesaler selling its product in Baltimore will be exposed to basis risk if it hedges using New York Harbor heating oil futures contracts listed by Nymex. Interest rates fluctuate due to: economic growth, fiscal policy, monetary policy, inflation. 21. Identify the main types of foreign currency derivatives used to hedge foreign currency risk and interest risk and explain how they are used in hedging: there are two methods of exchange risk hedging through currency derivatives: 1) currency futures and 2) currency options. CURRENCY FUTURES:A futures contract-arrangement between two parties to buy or sell an asset at a particular time in the future for a particular price. The main reason that companies or corporations use future contracts is to offset their risk exposures and limit themselves from any fluctuations in price. The ultimate goal of an investor using futures contracts to hedge is to neutralize risk as much as possible. The main advantage of participating in a futures contract is that it removes the uncertainty about the future price of an item. By locking in a price for which you are able to buy or sell a particular item, companies are able to eliminate the ambiguity having to do with expected expenses and profits. This approach allows hedging to be carried out using a market mechanism rather than entering into the individually tailored contracts that the forward contracts and money market hedges require. However, this mechanism does not offer anything fundamentally new.OPTIONS:give the holder the right, but not the obligation, to buy or sell a given amount of currency at a fixed exchange rate (the exercise price) in the future. The right to sell a currency at a set rate is a put option; the right to buy the currency at a set rate is a call option. Options can be regarded just like an insurance policy on your house. If your house doesn’t burn down you don’t call on the insurance, but neither do you get the premium back. If there is a disaster the insurance should prevent massive losses. Options are also useful if you are not sure about a cash flow. For example, say you are bidding for a contract with a foreign customer. You don’t know if you will win or not, so don’t know if you will have foreign earnings, but want to make sure that your bid price will not be eroded by currency movements. In those circumstances, an option can be taken out and used if necessary or ignored if you do not win the contract or currency movements are favorable.The interest rate derivatives that can be used to hedge interest rate risks are: Interest rate futures; Interest rate options; Interest rate caps, floors and collars; Interest rate swaps. INTEREST RATE FUTURES: Futures contracts are of fixed sizes and for given durations. They give their owners the right to earn interest at a given rate, or the obligation to pay interest at a given rate. Interest rate futures can be bought and sold on exchanges. The price of futures depends on the prevailing rate of interest and it is crucial to understand that as interest rates rise, the market price of futures contracts falls. The approach used with futures to hedge interest rates depends on two parallel transactions: borrow or deposit at the market rates. Buy and sell futures in such a way that any gain that the profit or loss on the futures deals compensates for the loss or gain on the interest payments. INTEREST RATE OPTIONS: allow businesses to protect themselves against adverse interest rate movements while allowing them to benefit from favorable movements. They are also known as interest rate guarantees. You pay a premium to take out the protection. This is non-returnable whether or not you make use of the protection. If interest rates move in an unfavorable direction you can call on the insurance. If interest rates move favorable you ignore the insurance. Options are taken on interest rate futures contracts and they give the holder the right, but not the obligation, either to buy the futures or sell the futures at an agreed price at an agreed date. Options therefore give borrowers and lenders a way of guaranteeing minimum income or maximum costs whilst leaving the door open to the possibility of higher income or lower costs. These ‘heads I win, tails you lose’ benefits have to be paid for and a non-returnable premium has to be paid up front to acquire the options. Interest Rate caps, floors and collars: cap involves using interest rate options to set a maximum interest rate for borrowers. If the actual interest rate is lower, the option is allowed to lapse. Interest rate floor involves using interest rate options to set a minimum interest rate for investors. If the actual interest rate is higher the investor will let the option lapse. Interest rate collar involves using interest rate options to confine the interest paid or earned within a pre-determined range. A borrower would buy a cap and sell a floor, thereby offsetting the cost of buying a cap against the premium received by selling a floor. A depositor would buy a floor and sell a cap. INTEREST RATE SWAPS: allow companies to exchange interest payments on an agreed notional amount for an agreed period of time. Swaps may be used to hedge against adverse interest rate movements or to achieve a desired balanced between fixed and variable rate debt. Interest rate swaps allow both counterparties to benefit from the interest payment exchange by obtaining better borrowing rates than they are offered by a bank. The most common type of swap involves exchanging fixed interest payments for variable interest payments on the same notional amount. This is known as a plain vanilla swap. Swaps allow companies to hedge over a longer period of time than other interest rate derivatives, but do not allow companies to benefit from favorable movements in interest rates. Another form of swap is a currency swap, which is also an interest rate swap. They are used to exchange interest payments and the principal amounts in different currencies over an agreed period of time. They can be used to eliminate transaction risk on foreign currency loans. An example would be a swap that exchanges fixed rate dollar debt for fixed rate euro debt. 22. Financial restructuring. Distress assets. Conversion of debt to equity. A company will need to undergo some financial restructuring to better position itself for longterm success. Financial restructuring relates to improvements in the capital structure of the firm. An example of financial restructuring would be to add debt to lower the corporation's overall cost of capital. For otherwise viable firms under stress it may mean debt rescheduling or equity-for-debt swaps based on the strength of the firm. If the firm is in bankruptcy, this financial restructuring is laid out in the plan of reorganization. Financial restructuring may mean refinancing at every level of capital structure, including: Securing asset-based loans (accounts receivable, inventory, and equipment); Securing mezzanine and subordinated debt financing; Securing institutional private placements of equity; Achieving strategic partnering; Identifying potential merger candidates. Example of debt restructuring: In 2014, as a result of deteriorating market conditions, Mechel defaulted on its debt obligations. Debt to be restructured amounts to $5.1bn (80% of total debt) and includes only the largest creditors: Sberbank ($1,267m), Gazprombank ($1,793m), VTB ($1,068m), Syndicate of International banks ($1,004m). Debt Restructuring Terms: Tenure (Repayment extends up to 2017-2022) Currency (Full conversion of the Gazprombank and VTB loans into rubles; Ruble portion of the debt up from 35% to 60%) Interest rates (Rates tied to LIBOR and CBR Key rate instead of highly volatile MosPrime rate; Ruble interest payments down to 8.75% from current 12.5%-14.5% due to partial interest capitalization) Penalties and fines (Banks agree to waive significant portion of accrued penalties and fines). A distressed asset is an asset that is being sold because its owner is forced to sell it. For example, XYZ Inc. declares bankruptcy. All of XYZ Inc.'s office furniture goes up for sale in an auction. The office furniture would be considered a "distressed asset". A debt/equity swap: debt is exchanged for a predetermined amount of equity (or stock). The value of the swap is determined usually at current market rates, but management may offer higher exchange values to entice share and debt holders to participate in the swap. For illustration, assume a creditor gave a total of $1,500 to ZXC Corp. ZXC has offered the option to swap his dang to stock at a rate of 1:1, or dollar for dollar. The creditor would get $1,500 of equity if he elected to take the swap. If the company really wanted creditors to trade bonds for shares, it can sweeten the deal by offering a swap ratio of 1:1.5. Besides, the creditor would obtain rights of a shareholder, such as voting rights. 23. Application of economic profit method (EVA) in project analysis. Economic value added (EVA) is an internal management performance measure that compares net operating profit to total cost of capital. Stern Stewart & Co. is credited with devising this trademarked concept. Economic value added (EVA) is also referred to as economic profit. EVA = Net Operating Profit After Tax - (Capital Invested x WACC) As shown in the formula, there are three components necessary to solve EVA: net operating profit after tax (NOPAT), invested capital, and the weighted average cost of capital (WACC) operating profit after taxes (NOPAT) can be calculated, but can usually be easily found on the corporation's income statement. The next component, capital invested, is the amount of money used to fund a particular project. We will also need to calculate the weighted-average cost of capital (WACC) if the information is not provided. The idea behind multiplying WACC and capital investment is to assess a charge for using the invested capital. This charge is the amount that investors as a group need to make their investment worthwhile. Example: assume that Company XYZ has the following components to use in the EVA formula: NOPAT = $3,380,000 Capital Investment = $1,300,000 WACC = .056 or 5.60% EVA = $3,380,000 - ($1,300,000 x .056) = $3,307,200 The positive number tells us that Company XYZ more than covered its cost of capital. A negative number indicates that the project did not make enough profit to cover the cost of doing business. Economic Value Added (EVA) is important because it is used as an indicator of how profitable company projects are and it therefore serves as a reflection of management performance. The idea behind EVA is that businesses are only truly profitable when they create wealth for their shareholders, and the measure of this goes beyond calculating net income. Economic value added asserts that businesses should create returns at a rate above their cost of capital. The economic value calculation has many advantages. It succinctly summarizes how much and from where a company created wealth. It includes the balance sheet in the calculation and encourages managers to think about assets as well as expenses in their decisions. However, the seemingly infinite cash adjustments associated with calculating economic value can be time-consuming. Moreover, accrual distortions can still affect the measure, particularly when it comes to depreciation and amortization differences. In addition, economic value added only applies to the period measured; it is not predictive of future performance, especially for companies in the midst of reorganization and/or about to make large capital investments. The EVA calculation depends heavily on invested capital, and it is therefore most applicable to asset-intensive companies that are generally stable. Thus, EVA is more useful for auto manufacturers, for example, than software companies or service companies with many intangible assets. 24. Mergers and acquisitions. Classifications, synergy effects, valuations, investment vs. market value. Impairment of assets. Mergers and acquisitions (M&A) are transactions in which the ownership of companies, other business organizations or their operating units are transferred or combined. As an aspect of strategic management, M&A can allow enterprises to grow, shrink, change the nature of their business or improve their competitive position. From a legal point of view, a merger is a legal consolidation of two entities into one entity, whereas an acquisition occurs when one entity takes ownership of another entity's stock, equity interests or assets. Varieties of Mergers Horizontal merger - Two companies that are in direct competition and share the same product lines and markets. Vertical merger - A customer and company or a supplier and company. Think of a cone supplier merging with an ice cream maker. Market-extension merger - Two companies that sell the same products in different markets. Product-extension merger - Two companies selling different but related products in the same market. Conglomeration - Two companies that have no common business areas. Purchase Mergers - As the name suggests, this kind of merger occurs when one company purchases another. The purchase is made with cash or through the issue of some kind of debt instrument; the sale is taxable. Consolidation Mergers - With this merger, a brand new company is formed and both companies are bought and combined under the new entity. The tax terms are the same as those of a purchase merger. Synergy is the magic force that allows for enhanced cost efficiencies of the new business. Synergy takes the form of revenue enhancement and cost savings. By merging, the companies hope to benefit from the following: Staff reductions. Economies of scale - a bigger company placing the orders can save more on costs. Acquiring new technology - By buying a smaller company with unique technologies, a large company can maintain or develop a competitive edge. Improved market reach and industry visibility A merge may expand two companies' marketing and distribution, giving them new sales opportunities. Investors in a company that are aiming to take over another one must determine whether the purchase will be beneficial to them. In order to do so, they must ask themselves how much the company being acquired is really worth. The most common methods of valuation: Price-Earnings Ratio (P/E Ratio) - With the use of this ratio, an acquiring company makes an offer that is a multiple of the earnings of the target company. Enterprise-Value-toSales Ratio (EV/Sales) - With this ratio, the acquiring company makes an offer as a multiple of the revenues, again, while being aware of the price-to-sales ratio of other companies in the industry. Replacement Cost - suppose the value of a company is simply the sum of all its equipment and staffing costs. The acquiring company can literally order the target to sell at that price, or it will create a competitor for the same cost. Discounted Cash Flow (DCF) - A key valuation tool in M&A, discounted cash flow analysis determines a company's current value according to its estimated future cash flows. Investment Value is a concept often associated with the real estate field. The investment value is the amount of money investors are willing to spend on a property because they know they can make that money back on the rental market, for example. Market Values - the actual amount a property is worth; it's based on in-depth research. If the investment value is higher than market value, then the property likely has characteristics that make it a good deal. The potential buyer sees something in the property that smells like profit. An impaired asset is a company's asset that is worth less on the market than the value listed on the company's balance sheet. This will result in a write-down of that same asset account to the stated market price. Accounts that are likely to be written down are the company's goodwill, accounts receivable and long-term assets. If the sum of all estimated future cash flows is less than the carrying value of the asset, then the asset would be considered impaired and would have to be written down to its fair value. Once an asset is written down, it may only be written back up under very few circumstances. Firm's carrying goodwill on their books are required to make tests of impairment annually. Any impairments found will then be expensed on the company's income statement. Negative publicity about a firm can create goodwill impairment, as can the reduction of brand-name recognition. Examples: In February 2014, Facebook announced that it would be buying mobile messaging company Whatsapp for US$19 billion in cash and stock. In June 2014, Facebook announced the acquisition of Pryte, a Finnish mobile data-plan firm that aims to make it easier for mobile phone users in underdeveloped parts of the world to use wireless Internet apps. In 2010, Intel purchased McAfee, a manufacturer of computer security technology for $7.68 billion. As a condition for regulatory approval of the transaction, Intel agreed to provide rival security firms with all necessary information that would allow their products to use Intel's chips and personal computers. After the acquisition, Intel had about 90,000 employees, including about 12,000 software engineers. 25. Venture capital, its role in innovation process Venture capital is money provided by investors to startup firms and small businesses with perceived long-term growth potential. This is a very important source of funding for startups that do not have access to capital markets. It typically entails high risk for the investor, but it has the potential for above-average returns. Venture capital can also include managerial and technical expertise. Most venture capital comes from a group of wealthy investors, investment banks and other financial institutions that pool such investments or partnerships. This form of raising capital is popular among new companies or ventures with limited operating history, which cannot raise funds by issuing debt. The downside for entrepreneurs is that venture capitalists usually get a say in company decisions, in addition to a portion of the equity. Venture capital funds invest in companies in exchange for equity in the companies they invest in, which usually have a novel technology or business model in high technology industries, such as biotechnology and IT. Venture capital is also a way in which the private and public sectors can construct an institution that systematically creates networks for the new firms and industries, so that they can progress. This institution helps identify and combine business functions such as finance, technical expertise, marketing know-how, and business models. Once integrated, these enterprises succeed by becoming nodes in the search networks for designing and building products in their domain. Venture capitalists are typically very selective in deciding what to invest in; as a result, firms are looking for the extremely rare yet sought-after qualities such as innovative technology, potential for rapid growth, a well-developed business model, and an impressive management team. Of these qualities, funds are most interested in ventures with exceptionally high growth potential, as only such opportunities are likely capable of providing financial returns and a successful exit within the required time frame (typically 3–7 years) that venture capitalists expect. This need for high returns makes venture funding an expensive capital source for companies, and most suitable for businesses having large up-front capital requirements, which cannot be financed by cheaper alternatives such as debt. That is most commonly the case for intangible assets such as software, and other intellectual property, whose value is unproven. In turn, this explains why venture capital is most prevalent in the fast-growing technology and life sciences or biotechnology fields. Top 3 venture companies: 1) Andreessen Horowitz, USA. Investments (in millions, USD): $1,020.23, Annual deals: 50, Industries: Consumer products and services, software. 2) Khosla Ventures, China, USA. Investments (in millions, USD): $809, Annual deals: 45, Industry: Software. 3) SV Angel, USA. Investments (in millions, USD): $736, Annual deals: 47, Industries: Commercial services, software. 26. Project finance in Russia: current practices. Project finance abroad (EU, US, other selected countries) Project finance is the long-term financing of infrastructure and industrial projects based upon the projected cash flows of the project rather than the balance sheets of its sponsors. Usually, a project financing structure involves a number of equity investors, known as 'sponsors', as well as a 'syndicate' of banks or other lending institutions that provide loans to the operation. They are most commonly non-recourse loans, which are secured by the project assets and paid entirely from project cash flow, rather than from the general assets or creditworthiness of the project sponsors, a decision in part supported by financial modeling. Russia - "Nord Stream" -. project on construction of a gas pipeline between Russia and Germany for the construction of which 7.4 billion euros were involved. "Pulkovo" - the construction of new and the renovation of the existing terminal in airport "Pulkovo", the volume of investments amounted to more than EUR 1 billion. "Blue Stream" - project on construction of a gas pipeline between Russia and Turkey, the total expenditure amounted to 3.2 billion US dollars. US, EU and others - A classic example of a successful project financing is a "Eurotunnel" project. While implementing this project, loan guarantees were made by 50 international banks. A bank syndicate of 198 banks were acted as a lender. "RusVinyl" - a joint Russian-Belgian company for the production of polyvinyl chloride (PVC) in the Kstovo district of Nizhny Novgorod region. The loan agreement for the project Financing was for up to 750 million euro for up to 12.5 years. Funding was done by several banks, representing the world's largest financial institutions, including the Sberbank, the European Bank for Reconstruction and Development, BNP Paribas, ING Bank N. V. and HSBC. Platinum toll highway - The N4 is a national route in South Africa that runs from Botswana border, past Rustenburg, Pretoria, Witbank and Nelspruit, to the Mozambique border. Since the completion of the A2 through Botswana, the entire Corridor is now a world-class standard highway; it features at least one carriageway in each direction of high-speed traffic plus a paved shoulder for its entire length. The N4 West Platinum Highway toll route (west of Pretoria) is currently operated by the Bakwena consortium under license from the South African National Roads Agency Limited (SANRAL). 27. Private-public partnership: history and current trends in Russia and abroad. WHAT IT IS: Public-private partnerships are business relationships between a private-sector company and a government agency for the purpose of completing a project that will serve the public. Public-private partnerships can be used to finance, build and operate projects such as public transportation networks, parks and convention centers. Financing a project through a public-private partnership can allow a project to be completed sooner or make it a possibility in the first place. There are usually two fundamental drivers for PPPs. Firstly, PPPs are claimed to enable the public sector to harness the expertise and efficiencies that the private sector can bring to the delivery of certain facilities and services traditionally procured and delivered by the public sector. Secondly, a PPP is structured so that the public sector body seeking to make a capital investment does not incur any borrowing. HISTORY: Pressure to change the standard model of public procurement arose initially from concerns about the level of public debt, which grew rapidly during the macroeconomic dislocation of the 1970s and 1980s. Governments sought to encourage private investment in infrastructure, initially on the basis of accounting fallacies arising from the fact that public accounts did not distinguish between recurrent and capital expenditures. The idea that private provision of infrastructure represented a way of providing infrastructure at no cost to the public has now been generally abandoned; however, interest in alternatives to the standard model of public procurement persisted. In particular, it has been argued that models involving an enhanced role for the private sector, with a single private-sector organization taking responsibility for most aspects of service provisions for a given project, could yield an improved allocation of risk, while maintaining public accountability for essential aspects of service provision. Initially, most public–private partnerships were negotiated individually, as one-off deals, and much of this activity began in the early 1990s. RUSSIA: The first attempt to introduce PPP in Russia was made in St. Petersburg (Law #627-100 (25.12.2006), "On St. Petersburg participation in public-private partnership"). Nowadays there are special laws about PPP in 69 subjects of Russian Federation. But the biggest part of them are just declarations. Besides PPP in Russia is also regulated by Federal Law #115-FZ (21.07.2005) “On concessional agreements” and Federal Law #94-FZ (21.07.2005) "On Procurement of Goods, Works and Services for State and Municipal Needs". In some ways PPP is also regulated by Federal Law №116-FZ (22.07.2005) "On special economic zones"(in terms of providing business benefits on special territories - in the broadest sense it is a variation of PPP). Still all those laws and documents do not cover all possible PPP forms. In February 2013 experts rated Subjects of Russian Federation according to their preparedness for implementing projects via public-private partnership. The most developed region is Saint Petersburg (with rating 7.8), the least – Chukotka (rating 0.0). By 2013 there were almost 300 public-private partnership projects in Russia. ABROAD. USA: The West Coast Infrastructure Exchange (WCX), a State/Provincial Government-level partnership between California, Oregon, Washington, and British Columbia that was launched in 2012, conducts business case evaluations for selected infrastructure projects and connects private investment with public infrastructure opportunities. The platform aims to replace traditional approaches to infrastructure financing and development with "performance-based infrastructure" marked by projects that are funded where possible by internal rates of return, as opposed to tax dollars, and evaluated according to life-cycle social, ecological and economic impacts, as opposed to capacity addition and capital cost. The My Brother's Keeper Challenge is another example of a public-private partnership. CHINA:The municipal government of Shantou, China signed a 50-billion RMB PPP agreement with the CITIC group to develop a massive residential project spanning an area of 168 square kilometers, locating on the southern district of the city's central business district. The project includes real estate development, infrastructure construction including a cross-harbor tunnel, and industry developments. The project, named Shantou Coastal New Town, aims itself to be a high-end cultural, leisure, business hub of the East Guangdong area. 28. Banks for development in Russia and abroad. Role in the economy and major problems The majority of banks for development are set up in accordance with a special law and normative act, and control over these banks is carried out by governments, not central banks. The special status and the support, provided to banks for development by the state, allow creditors to regard these banks as the borrowers, bearing the sovereign risk, which significantly improves the conditions of borrowing on the domestic and international market. Low-cost and long-term of borrowing, lower costs of doing business are the basis for the efficiency of banks, allowing them to take risks that commercial banks would not be able to afford. In different countries, development banks have different functions, but we can highlight the key features of banks for development: • financing long-term projects in the priority sectors of the economy; • financing projects aimed at the alignment of the level of development of different regions of the country; • carrying out role of agent of the government for the implementation of public investment projects; • borrowing abroad and on the domestic market to finance public-significant projects; • credit support for small businesses that do not have access to loans of commercial banks and other functions. One of the main problems of banks for development is: low profitability. The main bank for development in Russia is Vnesheconombank. Vnesheconombank is a state corporation for development, its main task to create conditions for economic growth and stimulate investment. Since 2007, the main activity of Vnesheconombank was the financing of large investment projects, which, for one reason or another can not be realized at the expense of commercial banks. According to the memorandum of financial policy, Vnesheconombank lends to projects worth more than 2 billion rubles and the term of the loan at the same time must be greater than 5 years. Vnesheconombank also supports exports, provision of state guarantees for loans, the development of mechanisms of public-private partnership, assistance in attraction of foreign investment. A lot of countries in America, Europe, Asia and Africa have their own development banks. Some of them are: Business Development Bank of Canada, Development Bank of Austria, Norwegian Industrial and Regional Development Fund, Agricultural Development Bank of China, Development Bank of Southern Africa and many others. 29. Sanctions of US and EU: impact on Russian and foreign companies and on project finance and implementation in Russia In response to Russia’s annexation of the Crimean region of Ukraine and ongoing military intervention in eastern Ukraine, the United States has imposed a number of economic sanctions on Russian individuals, entities, and sectors. The United States coordinated its sanctions with other countries, particularly the European Union (EU). Russia has retaliated against sanctions by banning imports of certain agricultural products from countries imposing sanctions, including the United States, for one year. Economic conditions in Russia have deteriorated at a faster rate in recent months. Capital flight from Russia has accelerated, the ruble has depreciated by more than 50%, inflation has increased, and the Russian economy is projected to contract by 3.0% in 2015. It is difficult to assess whether, and if so how much, targeted U.S. sanctions on Russian individuals and entities have contributed to worsening economic conditions in Russia, since other factors are likely contributing to Russia’s economic challenges. In particular, oil prices have fallen by 50% in the past six months, and oil is a major Russian export and source of revenue for the government. However, many analysts, including senior officials at the International Monetary Fund, have argued that sanctions are at least one factor contributing to the increasingly difficult economic situation in Russia. The sanctions established by the USA and the EU concerning the Russian banking sector involves quite considerable part – more than 50% of total assets. According to the restrictions, the EU forbids to perform operations with securities and financial instruments of the monetary market longer than 30 days to the largest state banks – to Sberbank of Russia, VTB, Bank of Moscow, Gazprombank, Rosselkhozbank and Vnesheconombank, and also their affiliated structures from shares of more than 50% in the capital. As a result, it is necessary to add to this list, along with insignificant affiliated structures, such large organizations as VTB the Capital and Sberbank SIB. Certainly, one more important factor is psychological influence of sanctions on potential investors, creditors and contractors that leads to decrease in a level of credibility to the Russian issuers and financial institutions. It is promoted also by revaluation of ratings of the Russian credit institutions and issuers by the largest international rating agencies which this year in the estimates have taken out the negative forecast practically for all credit institutions. In spite of the fact that sanctions won't make considerable direct short-term impact on banking and financial sector, their medium-term and long-term negative impact will be notable. Considerably the level of credibility to the Russian financial sector, and not only in the world market of the capital, but also in domestic market will decrease. According to experts, the only exit for Russia in the circumstances are profound structural changes, refusal of an oil needle and search of a compromise for return to process of integration with the West. We cannot count on fast cancellation of sanctions — the certain European Union countries, though speak in favor for our country, on vote will take the part of the majority. 30. Anti-offshore legislation in Russia. Experience in other countries. Effect on financial management of enterprise. Anti- offshore law regulates taxation of controlled foreign companies (not a tax resident of Russia, but controlled by persons who are tax residents of the Russian Federation). Controlling person - the owner of the company, the share in the authorized capital is 25%. If total number of Russians in the leadership of the company is more than 50%, than the controlling entity is an individual or organization that have shares of >10% . The controlled transaction- profits > 60 million rubles. The tax on retained earnings of these companies 20% for Russian companies and 13% for the Russian citizens. Foreign companies will be exempt from taxation: 1 Non-profit organization that do not distribute profits to shareholders. 2 Organization, formed in accordance with the legislation of the countries of the Eurasian Economic Union. 3 Banks or credit organizations in the country, with the agreement on the taxation. Canada, Denmark, Germany, Italy and Japan are subjected to tax offshore companies income, regardless of whether they have been repatriated or not. In these countries, There is legislation for determining an offshore company (United Kingdom), or a list of territories belonging to the "tax havens" (Japan). In the US, there is the concept of so-called "personal holding company" that has 5 or less owners. Such a company is subject to tax on the undistributed profits in the amount of 28% against practically 40%. From my point view as financial management deals with effective recourse allocation and management of cash flows financial managers try to transfer their money to the country with less taxes, creating branches of offshore zones and transferring money there. For example biggest American TNC like general electrics, IBM, Microsoft and apple have hundreds of branches in offshore zones, this companies perform practically no responsibilities, with small amount of stuff however billions of dollars are transferred to these zones as expenses and accure there as revenues.