1.0 Chapter 1 McGraw-Hill/Irwin Introduction to Financial Management ©2001 The McGraw-Hill Companies All Rights Reserved 1.1 Key Concepts and Skills Know the basic types of financial management decisions and the role of the financial manager Know the goal of financial management Know the financial implications of the different forms of business organization Understand the conflicts of interest that can arise between owners and managers McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.2 Chapter Outline Finance: A Quick Look Business Finance and The Financial Manager Forms of Business Organization The Goal of Financial Management The Agency Problem and Control of the Corporation Financial Markets and the Corporation McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.3 1.1 Finance: A Quick Look The Four Basic Areas Why Study Finance McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.4 The Four Basic Areas of Finance • Corporate (or business) finance • The basic financial ideas and principles • • • • Covered in the section 1.2 Investments Financial institutions International finance McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.5 The Four Basic Areas of Finance • Investments: • Deals with financial assets such as stocks and bonds • Value/price of the financial asset • Potential risks and rewards of investing • Asset Allocation • “Mixture” of different types of financial assets to hold McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.6 The Four Basic Areas of Finance • Investment Career opportunities • Stockbroker or Financial advisor • • Portfolio manager • • Advise customers on what types of investments to consider and helps them make buy and sell decisions Manage money for investors, pension funds, insurance companies, and other types of institutions Security analyst • • Research individual investments, such as stock in a particular company Make a determination as to whether the price is right McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.7 The Four Basic Areas of Finance Financial Institutions Companies that specialize in financial matters Banks – commercial and investment, credit unions, savings and loans Insurance companies Job opportunities Banking: Commercial Loan Officer Insurance: analyst – decide whether a particular risk was suitable for insuring and what the premium should be McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.8 The Four Basic Areas of Finance International Finance Involves “international aspects” of either corporate finance, investments, or financial institutions Some portfolio managers and security analysts specialize in non-U.S. companies Banks make loans across country lines Many U.S. businesses have extensive overseas operations Need employees familiar with: exchange rates, political risk, the customs of other countries, and the language It may allow you to work in other countries or at least travel on a regular basis McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.9 Why Study Finance? Marketing and Finance Marketers constantly work with budgets Marketing research, the design of marketing and distribution channels, and product pricing Financial analysts rely heavily on marketing analysts Analyzing costs and benefits of projects of all types The two frequently work together to evaluate the profitability of proposed projects and products Sales projections are a key input in almost every type of new product analysis and are often developed jointly between marketing and finance. The finance industry employees marketers to help sell financial products: bank products, insurance policies, mutual funds McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.10 Why Study Finance? Accounting and Finance Accountants are often required to make financial decisions as well as perform traditional accounting duties Accountants must know finance to understand the implications of many financial contracts and the impact they have on financial statements Financial analysts are some of the most extensive and important end users of accounting information McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.11 Why Study Finance? Management and Finance Management strategists must have a clear understanding of the financial implications of business plans Management employees are expected to have a strong understanding of how their jobs impact profitability and to be able to work within their areas to improve profitability Studying finance teaches you: the characteristics of activities that create value! McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.12 Why Study Finance? You and Finance You’ll have to make financial decisions that will be very important to you personally Personal budgeting and day-to-day cash flow issues How to invest your retirement funds Start your own business Determine loan payments “before” you take out a loan Student loan Car loan Home mortgage McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.13 1.2 Business Finance and The Financial Manager What is Business Finance The Financial Manager Financial Management Decisions McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.14 What is Business Finance? Business Finance Answers the following three questions: 1. What long-term investments should you take on? 2. Where will you get the long-term financing to pay for your investment? Bring in other owners or borrow 3. How will you manage your everyday financial activities What lines of business will you be in and what sorts of buildings, machinery, and equipment will you need? Collecting from customers, paying suppliers, etc. We’ll look at each of these topics in the chapters ahead. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.15 The Financial Manager The financial management function is usually associated with a top officer of the firm, often called the chief financial officer (CFO) or vice president of finance (Figure 1.1 – Page 7) The CFO or VP of Finance coordinates the activities of the treasurer and the controller The controller’s office: handles cost and financial accounting, tax payments, and management information systems. The treasurer’s office: is responsible for managing the firm’s cash and credit, its financial planning, and its capital expenditures. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.16 The Financial Manager The treasury activities are all related to the three general questions raised previously: 1. What long-term investments should you take on? 2. Where will you get the long-term financing to pay for your investment? 3. How will you manage your everyday financial activities? Our study concentrates mainly on activities usually associated with the treasurer’s office. the chapters ahead deal primarily with these issues. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.17 Financial Management Decisions The financial manager must be concerned with three basic types of questions: Capital budgeting Capital structure Working capital management McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.18 Financial Management Decisions Capital Budgeting: The process of planning and managing a firm’s long-term investments The financial manager tries to identify investment opportunities that are: “worth more to the firm than they cost to acquire” Regardless of the specific investment, the financial manager must be concerned with: i.e. the value of the cash flow generated by an asset exceeds the cost of that asset. How much cash is expected to be received (Size) When it is expected to be received (Timing) How likely it is to be received (Risk) Size, Timing, and Risk of cash flows are by far the most important considerations when evaluating a business decision. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.19 Financial Management Decisions Capital Structure (or financial structure): Refers to the specific mixture of long-term debt and equity the firm uses to finance its operations Two main concerns: How much should the firm borrow? What are the least expensive sources of funds for the firm? Long term financing expenses can be considerable Different possibilities must be carefully considered Various lenders and loan types McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.20 Financial Management Decisions Capital: A firm’s short-term assets (cash, inventory, etc.) and liabilities (money owed suppliers, etc) Working Capital Management – is the day-today activity that ensures the firm has sufficient resources to continue operations and avoid costly interruptions Working Activities related to the firm’s receipt and disbursement of cash McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.21 1.3 Forms of Business Organization Sole Proprietorship Partnership Corporation McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.22 Forms of Business Organization Three major forms in the united states Sole proprietorship Partnership General Limited Corporation S-Corp Limited liability company McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.23 Sole Proprietorship: A business owned by one person Advantages Easiest to start Least regulated Single owner keeps all the profits Taxed once as personal income No distinction between personal and business income McGraw-Hill/Irwin Disadvantages Limited to life of owner Equity capital limited to owner’s personal wealth Unlimited liability for business debts May be unable to exploit new opportunities due to insufficient capital Creditors can look to the proprietor’s personal assets for payment Difficult to sell ownership interest ©2001 The McGraw-Hill Companies All Rights Reserved 1.24 Partnership: A business formed by two or more individuals or entities General Partnership: all the partners share in gains or losses, and all have unlimited liability for all partnership debts, not just some particular share. Limited Partnership: one or more general partners run the business and have unlimited liability and there will be one or more limited partners which do not actively participate in the business McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.25 Partnership: A business formed by two or more individuals or entities A “limited” partner’s liability for business debts is limited to the amount that partner contributes to the partnership. However, if the limited partner becomes deeply involved in the business decisions they will assume the obligations of a general partner McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.26 Partnership: Advantages and Disadvantages are basically the same as those for a proprietorship. Advantages Two or more owners More capital available But still limited to the partners’ combined wealth which limits the ability of such a business to grow Relatively easy to start Income taxed once as personal income McGraw-Hill/Irwin Disadvantages General partners have unlimited liability for partnership debts Limited Life: the partnership dissolves when one general partner dies or wishes to sell Ownership by a general partner is not easily transferred because a new partnership must be formed ©2001 The McGraw-Hill Companies All Rights Reserved Corporation: A business created as a “distinct 1.27 legal entity” (“person”) owned by one or more individuals or entities. A Corporation is separate and distinct from its owners. Advantages Disadvantages Separation of ownership and management Limited liability to owners/stockholders Stockholders elect a board of directors who select managers Unlimited life Transfer of ownership is easy Easier to raise capital – sell stock More complicated to start: Limited to the amount of their investment McGraw-Hill/Irwin Articles of Inc. and Bylaws Separation of ownership and management Double taxation (income taxed at the corporate rate and then dividends taxed at personal rate) ©2001 The McGraw-Hill Companies All Rights Reserved 1.28 1.4 The Goal of Financial Management Profit Maximization The Goal of Financial Management in a Corporation A More General Financial Management Goal McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.29 Profit Maximization Profit Maximization - is probably the most commonly cited business goal and may refer to some sort of “longrun” or “average” profits? It’s unclear exactly what this means. Do we mean profits this year with the following undesirable activities??? Deferring maintenance Letting inventories run down Other short-run cost-cutting measures Do we mean accounting net income or earnings per share? Does this mean we should do anything and everything to maximize owner wealth? What’s the appropriate trade-off between current and future profits? McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.30 The Goal Of Financial Management The financial manager in a corporation makes decisions for the stockholders of the firm. From the stockholders’ point of view, what’s a good financial management decision? Good decisions increase the value of the stock, and poor decisions decrease it. The goal of financial management is to maximize the current value per share of the existing stock. i.e. Maximizing the market price per share McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved A More General Financial Management Goal 1.31 What is the appropriate goal when the firm has no traded stock? The total value of the stock in a corporation is simply equal to the value of the owners’ equity. Therefore, a more general way of stating our goal is: Maximize the market value of the existing owners’ equity. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved A More General Financial Management Goal 1.32 With this goal in mind, it doesn’t matter whether the business is a proprietorship, a partnership, or a corporation. For each of these, good financial decisions increase the market value of the owners’ equity and poor financial decisions decrease it. Identifying goods and services that add value to the firm because they are desired and valued in the free marketplace. Finally, our goal “does not imply” that the financial manager should take illegal or unethical actions in the hope if increasing the value of the equity in the firm. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.33 1.5 The Agency Problem and Control of the Corporation Agency Relationships Management Goals Do Managers Act in the Stockholders’ Interests? Stakeholders McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.34 Agency Relationships In large corporations ownership can be spread over a huge number of stockholders This dispersion of ownership arguably means that management effectively controls the firm Will management act in the best interests of the stockholders? Might not management pursue its own goals at the stockholders’ expense? McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.35 Agency Relationships The relationship between stockholders and management is called an agency relationship. Such a relationship exits whenever someone (the principal) hires another (the agent) to represent his or her interest. Agency Problem – the possibility of conflict of interest between the owners and management of a firm Agency problems exist whenever there is a separation of ownership and management The way an agent is compensated is one factor that affects agency problems. Car sell example page 13 Flat fee vs. commission McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.36 Management Goals Management and Stockholder interests might differ Agency Problem Example 1, Page 13: For instance: A new investment is expected to favorably impact the stock price, but is also a relatively risky venture The owners of the firm: will wish to take the investment (because the share value will rise) The management: may not because there’s the possibility that things will turn out badly and management jobs will be lost. If management doesn’t take the investment, the stockholders may lose a valuable opportunity McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.37 Management Goals Or Agency Problem Example 2, Page 13: Left to themselves, managers tend to maximize the amount of resources over which they have control May lead to an overemphasis on business size or growth Increase their business Power or Wealth! Build their domain or empire! Overpaying to buy another company just to increase the size of the business or demonstrate corporate power Such a purchase does not benefit the owners of the purchasing company. Or management may tend to overemphasize organizational survival to protect job security. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.38 Management Goals Do Managers Act in the Stockholders’ Interests? Depends How closely are management goals aligned with stockholder goals? on two factors: Relates to the way managers are compensated Can management be replaced if they don’t pursue stockholder goals? Relates to control of the firm McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.39 Management Goals Managerial Compensation Management frequently has a significant economic incentive to increase share value for two reasons: 1. Managerial compensation, particularly at the top, is usually tied to financial performance in general and oftentimes to share value in particular. For example, managers are frequently given the option to buy stock at a fixed price - the more the stock is worth, the more valuable is the option McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.40 Management Goals Managerial Compensation 2. Better performers within the firm will tend to get promoted. Those managers who are successful in pursuing stockholder goals will be in greater demand in the labor market and thus command higher salaries. Promotion of Managers “only” if the firm prospers, helps ensure managers act in the best interest of owners. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.41 Management Goals Managerial Compensation Therefore: Incentives can be used to align management and stockholder interests The incentives need to be structured carefully to make sure that they achieve their goal McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.42 Management Goals Control of the Firm Control of the firm ultimately rests with stockholders. They elect the board of directors, who, in turn, hire and fire management. The mechanism used by unhappy stockholders to replace existing management is called a proxy fight. A proxy is the authority to vote someone else’s stock. A proxy fight develops when a group solicits proxies in order to replace the existing board, and thereby replace existing management. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.43 Management Goals Control of the Firm Another way management can be replaced is by takeover. Those firms that are poorly managed are more attractive as acquisitions than well-managed firms because a greater profit potential exists. Thus, avoiding a takeover by another firm gives management another incentive to act in the stockholders’ interests. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.44 Management Goals Stakeholders Stakeholder: Someone other than a stockholder or creditor who potentially has a claim on the cash flows of the firm. Employees, customers, suppliers, and even the government all have a financial interest in the firm. These groups will also attempt to exert control over the firm, perhaps to the detriment of the owners. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved Management Goals Recap: 1.45 Recap: The following help ensure managers act in the best interest of owners? A compensation package for managers that ties their salary to the firm’s share price. Managers are promoted only if the firm prospers. The threat that if the firm does poorly, shareholders will use a proxy fight to replace the existing management. There’s a high degree of likelihood the firm will become a takeover candidate if the firm performs poorly. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.46 1.6 Financial Markets and The Corporation Cash Flows to and from the Firm Primary versus Secondary Markets McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.47 Cash Flows to and from the Firm Financial Markets play an extremely important role in corporate finance. Figure 1.2 (Page 16): Cash flows between the firm and the “financial markets”: A. Firm issues securities to raise cash. B. Firm invest in assets. C. Firm’s operations generate cash flow. D. Cash is paid to government as taxes and other stakeholders may receive cash. E. Reinvested cash flows are plowed back into the firm. F. Cash is paid out to investors in the form of interest and dividends. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.48 Cash Flows to and from the Firm A financial market, like any market, is just a way of bringing buyers and sellers together. In financial markets, it’s debt and equity securities that are bought and sold. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.49 Primary versus Secondary Markets term primary market – refers to the original sale of securities by governments and corporations. The secondary markets are those in which these securities are bought and sold after the original sale. Equities are issued solely by corporations. Debt securities are issued by both governments and corporations. The McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.50 Primary versus Secondary Markets Primary Markets In a primary-market transaction, the corporation is the seller, and the transaction raises money for the corporation. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.51 Primary versus Secondary Markets Primary Markets Two types of primary-market transactions: Public Offering: involves selling (debt and equity) securities to the general public Must be registered with the Securities and Exchange Commission (SEC). The accounting, legal, and selling costs of public offerings can be considerable Private Placement: is a negotiated sale involving a specific buyer. Life insurance companies or mutual funds Avoids various regulatory requirements and the expense of public offerings Does not have to be registered with the SEC or require the involvement of underwriters (investment banks that specialize in selling securities to the public) McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.52 Primary versus Secondary Markets Secondary Markets A secondary-market transaction involves one owner or creditor selling to another The secondary markets provide the means for transferring ownership of corporate securities. Although a corporation is only directly involved in a primary-market transaction (when it sells securities to raise cash), the secondary markets are still critical to large corporations: Investors are much more willing to purchase securities in a primary-market transaction when they know that those securities can later be resold if desired. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.53 Primary versus Secondary Markets Dealer versus auction markets There are two kinds of secondary markets: Auction markets (NYSE) Brokers and Agents match buyers and sellers They do not actually own the commodity that is bought or sold A real estate agent, for example, does not normally buy and sell houses. Dealer markets (Nasdaq) Dealers buy and sell for themselves, at their own risk. A car dealer, for example, buys and sells automobiles Dealer markets in stocks and long-term debt are called over-the-counter (OTC) markets Most trading in debt securities takes place over the counter. Dealers are connected electronically. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.54 Primary versus Secondary Markets Dealer versus auction markets Auction markets differ from dealer markets in two ways: 1. An auction market, or exchange, has a physical location (like Wall Street - NYSE). 2. In a dealer market (Nasdaq)most of the buying and selling is done by the dealer. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.55 Primary versus Secondary Markets Trading in corporate securities The equity shares of most of the large firms in the United States trade in organized “Auction Markets”. The largest such market is the New York Stock Exchange (NYSE) which accounts for more than 85% of all the shares traded in auction markets. Other auction exchanges include the American Stock Exchange (AMEX) and regional exchanges such as the Pacific Stock Exchange. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.56 Primary versus Secondary Markets Trading in corporate securities In addition to the stock exchanges, there is a large OTC market for stocks. OTC markets have no physical location In 1971, the National Association of Securities Dealers (NASD) made available to dealers and brokers an electronic quotation system called NASDAQ There are roughly three times as many companies on Nasdaq as on NYSE, but they tend to be much smaller in size and trade less actively. Exceptions: Microsoft and Intel The total value of Nasdaq stocks is significantly less than the total value of NYSE stocks. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.57 Primary versus Secondary Markets Listing Stocks that trade on an organized exchange are said to be listed on that exchange. In order to be listed, firms must meet certain minimum criteria, which differ for different exchanges, regarding: Asset size, number of shareholders, etc. NYSE has the most stringent requirements of the exchanges in the United States. Market Value of at least $60 million At least 2,000 shareholders with at least 100 shares each Additional minimums on earnings, assets, and the number of shares outstanding. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved 1.58 Quick Quiz What are the four basic areas of finance? What are the three types of financial management decisions and what questions are they designed to answer? What are the three major forms of business organization? What is the goal of financial management? What are agency problems and why do they exist within a corporation? McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved Chapter 1: Homework and Test Review 1.59 Know chapter theories, concepts, and definitions Re-read the chapter Review the Power Point Presentation Slides Review Critical Thinking and Concept Review Questions on Page 19: 3, 4, 5, 6, 7, 8, and 12 *Remember you may have one 8 1/2 x 11 formula sheet (front and back) for each test with anything you want on it. This chapter represents approximately 1/5th of the 1st exam or approximately 8 of 40 multiple choice questions. McGraw-Hill/Irwin ©2001 The McGraw-Hill Companies All Rights Reserved