PROBLEMS IN BUSINESS FINANCE 382 (Rev Sp15) STUDENT LECTURE NOTE 1 Fa13CR I. Financial Management Overview A. The three primary areas and opportunities in Finance: 1. Capital Markets and Institutions: Potential employment opportunities with _____, insurance companies, mutual funds and investment banks. 2. Investments: Probably the most obvious job opportunity is to work for a _________ ____ either in sales or as a security analyst. Could also do similar work for banks, mutual funds or insurance companies in analyzing or managing investment portfolios. 3. Corporate financial management: Presents the greatest number of different job opportunities as it is important in all types of businesses. Different types of decisions made by financial managers: Asset acquisition or sale, including mergers Management of current assets and liabilities How to finance investment projects How to raise project financing Payment of dividends versus retaining earnings Which customers merit credit and the credit terms extended 1 B. Forms of Business Organization 1. Traditional Sole Proprietorships a. Simple and inexpensive to organize b. __________ liability for owner c. Subject to few government regulations d. Difficult to obtain large sums of capital e. Business avoids corporate income taxes f. Life is limited to the life of the individual who created it 2. Limited Liability Corporation: an Alternative to Traditional Sole Proprietorships1 a. LLCs are permitted in most states. b. The LLC gives its owners, like those of S Corps, _________ liability and taxation as a partnership. c. Unlike an S Corp, the LLC can own more than 80% of another corporation, and corporations, partnerships, or non-U.S. residents can own LLC shares. d. LLCs work well for corporate joint ventures or projects developed through a subsidiary. 3. Traditional Partnerships a. Can arise formally or informally b. Low cost and ease of formation c. ___________ liability for all partnership debts, and all partners are liable for the business debts d. Difficult to liquidate or sell a partner’s share 1 Source: L.J. Gitman (2006), Principals of Managerial Finance, Brief, 4th Edition, (as well as the information on LLPs and S Corps). 2 e. Limited partners possible but at least one partner must have _________ liability f. Tax treatment same as ____ proprietorship g. Difficulty in raising large amounts of capital means that at some point, the founders of a sole proprietorship or partnership may incorporate. 4. Limited Liability Partnership: an Alternative to Traditional Partnerships a. LLPs are permitted in many states; governing statutes vary by state. b. All LLP partners have ________ liability. c. They are liable for their own acts of malpractice, not for those of other partners. d. The LLP is taxed as a partnership. e. LLPs are frequently used by legal and accounting professionals. f. In recent years this organizational form has begun to replace professional corporations-corporations formed by groups of professionals such as attorneys and accountants that provide limited liability except for that related to malpractice--because of the tax advantages it offers. 5. Corporations (C Corps) a. A company is a separate legal entity created by the state, separate and distinct from its owners. b. Has unlimited life c. Shareholders have no personal liability for debts, i.e., liability is _________. 3 d. More expensive to setup and operate as it subject to greater governmental regulations. e. Transfer of ownership is easy as shares can be readily issued and traded. f. Can draw upon more sources of capital, it can offer debenture securities and shares of stock. g. Corporate income is subject to double taxation. 6. Sub-chapter S Corporations (S Corps): an Alternative to C Corps a. A tax-reporting entity that (under Subchapter S of the Internal Revenue Code) allows certain corporations with 75 or fewer stockholders to choose to be taxed as ______________. b. Its stockholders receive the organizational benefits of a corporation and the tax advantages of a partnership. c. But S Corps lose certain tax advantages related to pension plans. C. THE Most Important Concepts in Finance 1. 1st Fundamental Concept: Manage the Risk/Return Tradeoff a. The Financial Manager’s overall goal is to ensure the firm’s competitiveness and to avoid risk—in essence to manage the Risk/Return Tradeoff. b. Statement of the Risk/Return Tradeoff “An investor can not expect to earn _____average returns unless they accept _______-than4 average risk. Conversely, investments with _____than-average risk may be expected to yield _____than-average returns.” 2. 2nd Fundamental Concept: The Goal of the Finance Function a. The goal of the Finance function is to maximize ________ (wealth) of the firm’s _______ (shareholders). b. Managers should help to do so—although since they don’t always do this, there is a need to monitor them. This is the essence of the Agency Problem as described in the next lecture. c. It has been argued that sometimes management tries to maximize firm size, rather than firm value. By creating a large, rapidly growing firm, managers may: Increase their job security, as chances of a hostile takeover may be reduced; Increase their own power, status and salaries; and Create more opportunities for their lower- and middle-level employees. d. The goal expressed above translates into: Maximization of the firm’s _______ _______. Total Value of Firm Equity Share Price . Number of Equity Shares e. What about Profit Maximization as Goal? 5 (1.1) The proper goal must consider: i. ________ of Returns; (Ex. 1.1 below) ii. __________ of Returns; and (Ex. 1.2 below) iii. Adopt a _________ Viewpoint. (Ex. 1.3 below) f. It can be proven that welfare maximization is a superior objective because it correctly considers all three factors above, whereas profit maximization may not. 3. Maximization of Share Price and Corporate Scandals2 a. Enron, ImClone, WorldCom, Tyco, Sunbeam, Adelphia, etc. … the list of corporate scandals seems to suggest that maximization of share price is ____ a good choice for the goal of the finance function. b. Given resulting lowered stock values for these firms, or in some cases bankruptcies, it would seem that if share-price maximization was the goal then these firms’ managements did an extremely ______ job of achieving this objective. c. The exact reasons for these managements’ failures vary from firm to firm. However, some common problems emerge. i. First, management compensation packages were ______ designed. Specifically, stock option and stock grant plans were linked to short-term stock price performance which provided management 2 This discussion draws upon E.F. Brigham and P.R. Daves (2010), Intermediate Financial Management, 10th Edition, pg. 8. 6 with the incentive to manipulate short-term earnings without regard to the firm’s long run viability. ii. Second, it is extremely difficult for firms to take actions that legally drive up short-term stock prices but not harm it in the long-term. This is because firm value is based on the discounted present value of both short- and long-term cash flows. Since old-fashioned legal activities to drive up stock price (like increasing sales, reducing capital requirements and cutting costs) were not available to these firms, management began engaging in questionable (irregular) accounting practices. iii. Third, as these managers found that they seemed to getting away with irregular account-ting practices they apparently developed a mindset that the (legal accounting) rules did ___ apply to them or that they would not get ______. Thus, they began breaking even more rules, until they finally did get caught. d. Abraham Lincoln once observed that “You can’t fool all of the people, all of the time.” Stock prices for these firms did rise, at least temporarily. As the evidence about these firms’ illegal activities became known, Lincoln’s assertion was proven correct. These firms’ stock prices fell precipitously even to the extent of firm ruination. e. Lessons to be Learned from the Scandals 7 i. First, since people respond to incentives, even poorly-designed ones, it is extremely critical that incentive-based compensation is designed to ensure a proper ____-_____ focus. ii. Second, managers should not be allowed to commit even small _______ violations. Clearly, evidence from these companies shows that small violations lead to large ones. iii. Third, top financial managers (CEO and/or CFO) should not be allowed to take _________ (allow irregularities). The internal and external auditors, as well as other managers cannot overlook anything that doesn’t conform to the FASB or POASCB accounting rules. 4. Corporate Citizenship and the Stakeholder View of the Firm3 a. Maximizing the wealth of ____________ should be the major goal of the financial manager. b. However, there are many interested parties who believe that companies have a higher responsibility to society at large to improve how their firms are both perceived, recognized and actually providing real benefits beyond those accruing to shareholders. c. __________ are those people or groups that a firm affects or is affected by their decisions. 3 This section draws upon Chapter 11 in Corporate Governance, 3rd. Edition (2010) by K.A. Kim, J.R. Nofsinger and D.J. Mohr. 8 The primary stakeholders would include: stockholders, employees, creditors, suppliers and customers. The secondary stakeholders would include: the community, society, the environment, competitors and the government. d. Under a stakeholder view the objective of management is to maximize sustainable _____________ wealth (the utility of both primary and secondary stakeholders) by optimizing these relationships. e. Corporate Social Responsibility (CSR): Archie Carroll4 has suggested four levels of CSR in order of decreasing priority. i. Level I: Economic˗most importantly a firm must _______ by producing goods and/or services at a ______. ii. Level II: Legal˗firms are expected to operate according to the applicable laws. iii. Level III: Ethical˗beyond even the legal code, society expects firms to act within societal norms and customs. An example might be expectations that firm decisions will not hurt the environment. iv. Level IV: Philanthropy˗corporate contributions of time (community service) and money (charitable donations) are increasingly desired by stakeholders. 4 A.B. Carroll (1979), “A Three-Dimensional Conceptual Model of Corporate Performance,” Academy of Management Review Vol. 4: pp. 497-505 and A.B. Carroll (1999), “Corporate Social Responsibility: Evolution of a Definitional Construct,” Business & Society Vol. 38, No. 4: pp. 268-295. 9 II. Agency Theory, Business Ethics, Securities Exchange Commission, and the Sarbanes-Oxley Act of 2002 A. Agency Theory 1. In a corporation the shareholders employ ______ (managers) to run the business, thus managers have an obligation to shareholders to act in the owners’ best interest. 2. Agency conflicts may arise: Between Shareholders and Managers Between ____________ and ____________ Between Management and Employees 3. However, managers’ interests may be different from the shareholders’ interests, like maximizing their own benefits, financial and otherwise (perquisites, eg. Corporate benefits like executive jets, limos, firstclass travel, expense accounts, executive assistants, penthouses, generous retirement packages, etc.). 4. Companies must incur costs to ensure managers act in the interests of ____________. 5. These costs are divided into three categories. __________ costs such as employing auditors. _______ costs such as the cost of preparing financial reports. A residual ____ resulting from the remaining divergence of interests. 6. Potential Anti-takeover Management-Related Issues/ Costs 10 Proxy fight: contested vote between management and discontented shareholders attempting to elect their slate of Board members. Costs are in the form of lobbying efforts by both sides to gain votes. Greenmail: a share repurchase which is effectively a bribe (stock price premium unavailable to nontargeted stockholders) paid to a potential acquirer to prevent them from pursuing a takeover. Golden parachutes: an automatic payment made to management, by the acquirer, if a target firm is acquired. These are also sometimes triggered by managers being fired. Poison pills: strategies designed to make a target firm less attractive after being acquired, eg. targetfirm stockholders being able to purchase shares at a deep discount after their firm is acquired. Restricted voting rights automatically deprive a shareholder of voting rights if they acquire more than a specific amount of the target firm’s stock. 7. Minimize Agency Costs by Motivating Management through their Compensation a. Managerial Compensation: Remunerate managers in ways that more closely align their interests with that of ____________, i.e., give them performance incentives that are more valuable when the firm performs well, eg. when they meet performance targets, like ROA, ROE, increased share price, etc. b. Performance-based Compensation and Targets Performance-based Bonuses: non-guaranteed salary awards linked to incentive targets 11 Performance shares/restricted stock awards (RSAs): Executives receive a number of shares dependent upon the companies’ performance. Executive stock options: Options allow managers to ________ stock at some future point in time at a specific exercise price. Economic Value Added (EVA): A relatively new measure of managerial performance. It measures a firm’s true profitability, since it overcomes the accounting convention that does not correctly take into account the cost of equity. 8. Internal/External Factors Motivating Management a. Direct Intervention by Shareholders: Institutional shareholders, which have large ownership positions are taking greater interest in firm management. Most notable change is lobbying for _______ independence of the Board. b. Threat of Being Fired: Previously, difficult for widely-dispersed shareholders to pose much of a threat to management. Increasing pressure posed by dissidents through growing shareholder ________. c. Threat of Hostile Takeovers: Most likely to occur when firm’s stock is ___________, i.e., managers are not employing firm’s assets as effectively as they could/should. If hostile takeover succeeds, current management team is likely to be replaced. B. Business Ethical Considerations5 5 This discussion draws upon E.F. Brigham and P.R. Daves (2010), Intermediate Financial Management, 10th Edition, pg. 6. 12 1. Business ethics relate to a firm’s attitude towards conducting its business in the best interests of its stockholders, employees, customers and society while complying with all laws related to its business operations. 2. The commitment to business ethics may be assessed by determining whether laws, regulations and moral standards are adhered to by all employees from the most senior executive to the lowest-level employee. 3. A firm’s goal should be to consider both the letter and spirit of the laws concerned with business practice when making any financial or other firm decisions. 4. The laws that need to be considered generally relate to aspects that may consist of the following: Product safety and quality, Fair marketing and selling practices, Use of confidential information for personal gain, Community involvement, and Illegal payments (bribes) to obtain business. 5. Other Ethical Issues a. Ethical Dilemmas: Choosing to earn profits (responsibility to shareholders) at all costs vs. responsibility to customers and/or society may be a difficult tradeoff to balance. Ex. 1: Merck’s research indicated that its Vioxx pain medicine might be causing heart attacks, but the evidence was not overwhelmingly clear. The product was helping some patients. At what point does Merck release this information, given that delay may hurt sales (or conceivably lead to lawsuits), but possibly prevent beneficial use by other patients? 13 b. Ethical Responsibility: How do managers decide whether costs to the firm (and stockholders) outweigh benefits in terms of protecting customers from any problems with their products? Ex. 2: A Snitch in Time Spares the Fine: Toyota’s Response to the NHTSA Penalty Announcement, April 6th, 2010 “The latest turn of events in the Toyota recall debacle, hence dubbed “Pedalgate” has Toyota situated squarely in the cross-hairs of a none-too-amused NHTSA and potentially facing the largest fine (to-date) in automotive recall history, a hefty $16.4 million dollars! Toyota is accused of knowingly trying to conceal a “dangerous defect” in its vehicles and “slow reporting” of the faulty accelerator problem to the NHTSA; if these accusations pan out Toyota could be held directly responsible for several motorists’ deaths, exposing the auto manufacturer to a spate of litigation and class action lawsuits”. Source:http://www.automotiveaddicts.com/10777/toyotas-response-to-nhtsapenalty-fine-announcement c. Protecting Ethical Employees i. Employees who discover illegal actions or are given questionable orders have several possible actions: Should they obey or refuse to obey their boss’s orders? Should they report the situation to a higher management representative, or Should they report the situation to the Board of Directors, the Auditors or a Federal Prosecutor? ii. A provision in the Sarbanes-Oxley Act of 2002 is included to protect “whistle-blowers’. If an employee reports corporate abuses and is later 14 penalized he or she may ask OSHA to investigate the situation. iii. Wrongful employee penalizations may require that firms _________ employees and ________ them for back pay. Penalties may also be involved. C. Sarbanes-Oxley Act of 2002 1. The Public Company Accounting Reform and Investor Protection Act of 2002 (commonly called the Sarbanes-Oxley Act of 2002 or SOX) was created in response to several notable accounts of firms which went bankrupt including: most notably Enron, WorldCom, Tyco, Global Crossing and other firms. 2. Management at these firms were involved in numerous activities that were not in the best interests of shareholders including: Stealing corporate assets, Engaging in fraudulent transactions to enrich themselves at shareholder expense, and Systematically misleading shareholders and the financial markets by releasing inaccurate financial statements. 3. Auditing firms sometimes were complicit in these deceptions by overlooking questionable accounting practices in exchange for lucrative consulting fees. 4. Stock analysts also misled the public regarding the prospects of poorly-performing firms under pressure from their investment bank employers. 5. These actions all violated then-existing ethical standards, but also suggested that the penalties for the 15 violations were not strong enough to deter the violators. D. Highlights of the Sarbanes-Oxley Act of 20026 1. The Public Company Accounting Oversight Board (PCAOB) is established to _______ auditors and establish quality control and ethical standards for audits (Title I). 2. Auditors are required to be truly independent meaning they may not provide __________ _______ to the firms they audit (Title II). 3. The CEO and CFO are required to review and _______ annual and quarterly statements as to their completeness and accuracy. They must also attest that the Board’s internal audit committee is composed of truly “independent” board members. (Title III, Sec. 302). Penalties for certifying known false statements may be up to a $5 million fine, 20 years in prison, or both. 4. Executives may be required to _________ certain bonuses or equity-based compensation if financial statements turn out to be falsified and require restatement (Sec. 304). 5. Off-balance-sheet transactions require more extensive reporting. Further, restrictions are placed on personal loans from the firm to executives (Title IV, Sec. 401(a)). 6. Management is required to ______ whether the internal financial controls are effective. The external 6 This discussion draws upon Brigham and Daves (2010), Intermediate Financial Management, 10th Edition, pgs. 16-17. 16 auditor must also state whether it ______ with management’s evaluation of effectiveness (Sec. 404). 7. Material changes in financial condition must be promptly and publicly disclosed in plain English (Sec. 409). 8. Alteration, destruction or concealment of exculpatory documents that might be used in an investigation becomes a criminal act. Conspiring to do so also is criminalized. (Sec. 902). E. 3rd Fundamental Concept: The Time Value of Money A dollar received today is worth _____ than that same dollar received at some point in the future, because today’s dollar can be invested now and will earn interest in the interim. Ex. 1.1 Consider the two mutually-exclusive investment projects described below. Answer the following questions. Assume that the return you require on either project is 7.5%. Project A: After-tax profit of $500,000 is received at the end of Year 10. Project B: After-tax profits of $50,000 are received at the end of each of the next 10 years. a) What is the average annual profit on each project? Which project do you prefer on this basis? 17 b) Calculate the present values of the two projects. Which project do you prefer? c) Compare the two projects on the basis of their future values at the end of year ten, which do you prefer? A1.1a) Average annual profit equals _________ for both projects, so on this basis you are indifferent. A1.1b) Note: Refer to Time Value formulas at the end of this LN for a refresher as necessary. PVProject A = $500,000 * (PVIF 7.5%/1, 10*1) 1 = $500,000 * 10*1 .075 1 1 = $500,000 * (0.4851939) = $__________. Numerical Approach - Calculator Sequence: 0.075 [] 1 [=] [+] 1[=] [yx] [(] 10 [x] 1 [)] [=] [1/x] [x] 500000 [=] PVProject B = $50,000 * (PVIFA 7.5%/1, 10*1) 18 1 1 10*1 (1 (0.075 / 1)) = $50,000 * 0.075 1 = $50,000 * (6.8640809) = $__________. Numerical Approach - Calculator Sequence: .075 [÷] 1 [=] [+] 1 [=] [yx] [(] 10 [x] 1 [)] [=] [1/x] [+/-] [+] 1 [=] [÷] [(] .075 [÷] 1 [)] [=] [x] 50000 Conclusion: The comparison of the present values shows that the PV of Project B exceeds that of Project A, by a substantial amount, thus Project __ is preferred. A1.1c) FVProject A = $500,000, because this is already a future value. FVProject B = $50,000 * (FVIFA 7.5%/1, 10*1) (1 (0.075 / 1))10*1 1 = $50,000 * (0.075 / 1) = $50,000 * (14.147087) = $___________. Numerical Approach - Calculator Sequence: 0.075 [] 1 [=] [+] 1 [=] [yx] [(] 10 [x] 1 [)] [=] [-] 1 [=] [] [(] .075 [] 1 [)] [=] [x] 50000 [=] 19 Conclusion: Not surprisingly, the comparison of the future values also shows that the FV of Project B exceeds that of Project A, by a substantial amount, thus Project __ is preferred. Ex. 1.2 Suppose you have $1000 to invest. You are going to invest it in one of two possible investments described below which will yield the gain described at the end of one year. Use this information to answer the following questions. Base your answers on the percentage return on investment. Investment 1): A sure gain of $500 more; or Investment 2): A gamble that offers a 50% chance of earning a $1000 gain and a 50% chance of an additional gain of zero. a) Determine which investment you would prefer if you are not taking risk into account? Hint: Compare expected returns. b) If risk is considered does that change your answer? Hint: Compare standard deviations. $1500 A1.2a) E(R1) = 1 *1.00 = 0.50 = ____%. $1000 $2000 $1000 1 * 0 . 50 E(R2) = + 1 * 0.50 $1000 $1000 20 = (100% * 0.50) + (0% * 0.50) = ____%. Conclusion: The expected returns on the two projects are equal, thus you would be __________between the two investments if risk is not considered. A1.2b) σ2(R1) = [(0.50 – 0.50)2 * 1.00] = ___. σ(R1) = 0 = ___%. σ2(R2) = [[(1.00 – 0.50)2 * 0.50] + [[(0 – 0.50)2 * 0.50]] = _____. σ(R2) = 0.25 = ____%. Conclusion: Although the expected returns on the two projects are equal, clearly, the standard deviations of returns are different. Investment 1 is riskless so it is preferred. Ex. 1.3 On October 17, 1973, following the 1973 Yom Kippur War the Organization of Petroleum Exporting Companies (OPEC) imposed an oil embargo on the United States. This led to a severe recession in much of the Western World, including the U.S. Between 10/17/73 and the end of November the Dow Jones index fell 15%. Gasoline prices went from 30 cents per gallon to $1.20 and gasoline lines snaked their way around city blocks. 21 a) In 1973 what kind of gas mileage do you suppose an average American car was getting? b) Can you think of any cars generally that were both more fuel efficient and also more dependable? c) Speculate on the results of this quadrupling in gas prices on demand for U.S. vehicles vis-à-vis their more efficient foreign competitors. d) What is the implication for the long-term outlook of U.S. automakers? A1.3a) A guess would be about 8-10 mpg. Less for big, luxury cars like Cadillacs, Continentals, etc. A1.3b) Obviously, foreign autos, especially Japanese imports. A1.3c) U.S. automakers lost market share to the Japanese imports big-time, and they still have not regained it. A1.3d) U.S. automakers did not see any long-term trend away from the big, fuel inefficient cars they expected to be able to build forever. Certainly, they did not foresee the huge increase in gas prices. Failing to adopt a long-run viewpoint cost them lots of lost sales and loyal customers. 22 Future Value of a Single Payment: r t*m FVt = PV0 1 = PV0 * FVIFr%/m,t*m. m Present Value of a Single Payment: 1 PV0 = FVt = FVt * PVIFr%/m,t*m. t*m (1(r/m)) Future Value of an Annuity: (1 (r/m)) t*m 1 FVA = A = A * FVIFA r%/m,t*m. (r/m) Present Value of an Annuity: 1 1 (1 ( r/m)) t*m PVA = R = R * PVIFA r%/m,t*m. (r/m) Where: r = annual interest rate, t = number of years, and m = number of compounding periods per year. 23