Chapter 1: Overview of Financial Managment and Financial Enviroment Flashcards
Attributes considered for “most admired companies”
- innovativeness
- quality of management
- long-term investment value
- social responsibility
- people management
- quality of products and services
- financial soundness
- use of corporate assets
- effectiveness in doing business globally
Three attributes of successful companies
- have skilled people at all levels (create high value for customers)
- have strong relationships with groups outside the company (suppliers and customers)
- have enough funding to execute their plans and support their growing operations (investments to raise funds)
Basic of finance
Providers of cash now = entities with more cash than they presently want to spend (investors)
Users of cash now = entities with opportunities to generate cash in the future (borrowers or investment opportunities)
giving cash to user gives provider claim on (potentially risky) future cash
financial markets
way of connecting providers of cash today with users of cash (by exchanging the cash now for claims on future cash)
means for trading securities once they have been issued
financial analysis
set of tools for evaluating (potentially risky) opportunities to exchange cash now for claims on future cash
Evaluating future cash flow
proprietorship
unincorporated business owned by one individual
advantages of proprietorship
- easy and inexpensive to start
- relatively unregulated by government
- pays no corporate income tax (included in proprietors taxable income)
Limitations of proprietorship
- Difficult for a proprietorship to obtain funding needed for growth
- proprietor has unlimited personal liability for business debts
- life of proprietorship is limited to life of its founder
partnership
whenever two or more persons or entities associate to conduct a noncorporate business for profit
partnership agreement defines structure
similar advantages and disadvantages to proprietorship
limited partnership
a partnership in which limited partner’s liabilities, investment returns, and control are limited (general partners have unlimited liability and control
not widely used
Limited liability partnership
LLP
combines the tax advantages of a partnership with the limited liability advantage of a corporation
a flow-through entity for taxes
Limited liability company
LLC
combines the limited liability advantage of a corporation with the tax advantages of a partnership.
no double taxation but liability limited to investment
Corporation
A legal entity created under state laws, separate and distinct from its owners and managers
Major advantages of a corporation
- unlimited life (survives beyond the individual)
- easy transfer of ownership interest (stock, also ease of raising funds)
- is it’s own legal entity (leads to limited liability)
- limited liability
combine to improve ease of raising money and growing the company
Disadvantages of corporate form
- potential double taxation of corporate earnings distributed as dividends
- complexity and potential cost of setting up corporate structure
- regulations
- agency costs: potential conflict of interest between shareholders and managers
Corporate Charter
The legal document that is filed with the state to incorporate a company
includes:
- name of the proposed corporation
- types of activities it will pursue
- amount of capital stock
- number of directors & their names and addresses
Once approved corporation exists and the required quarterly and annual reports must be filed with the state/federal government
Corporate bylaws
A set of rules drawn up by the founders of the corporation to specify how it will be governed.
- how and when directors are elected
- rights of existing shareholders (first right to buy newly issued shares)
- procedures for changing the bylaws
Professional Corporation
PC
Has most of the benefits of incorporation (limited financial liability) but the participants are not relieved of professional (malpractice) liability
Professional Association
PA
Professionals have most of the benefits of incorporation but are not relieved of professional (malpractice) liability
S corporations
Can elect to be taxed as if the business were a proprietorship / partnership (flow-though entity) if corp meets certain size/ number of stockholder requirements
Closely held stock
Stock in a closely held company - not actively traded and is owned by only a few people (usually the company’s managers)
Closely held corporation
companies that are so small that their common stocks are not actively traded - rather owned by only a few people (only the company’s managers)
Prospectus
Summarizes information about a new security issue and the issuing company. Part of the S-1 registration statement filed with the SEC in order to trade stock on a public market
Listed stock
a company’s stock that an SEC-registered stock exchange accepts for listing after the company has registered with the SEC to have its stock traded publicly. A company can be listed on only one exchange, but can be traded on many
Investment bank
A firm that assists in the design of an issuing firm’s corporate securities and in the sale of new securities to investors in the primary market
brokerage firm
a company that employs registered brokers to buy and sell stocks on behalf of clients
broker
person or organization that registers with the SEC to buy and sell stocks on behalf of clients. Must follow state and industry licensing and registration requirements
oversubscribed
the demand for shares of a company at the offering price exceeds the number of shares issued. large institutional investors tend to be favored
seasoned equity offering
additional shares of stock by a public company after its initial public offering
Free cash flow
Cash flow actually available for distribution to a company’s investors (shareholders and creditors) after the company has made all investments in fixed assets and working capital necessary to sustain ongoing operations.
Net operating profit after taxes, minus investment in total net operating capital
Properties of cash flows that determine a company’s value
- size of expected future cash flows
- timing of expected future cash flows
- risk of cash flows (uncertainty )
Free cash flow equation
= sales revenues - operating costs - operating taxes - required investments in new operating capital
Weighted average cost of capital
Investors rate of return from a company’s point of view.
The weighted average of the after-tax component costs of capital -debt, preferred stock, and common equity. Each weighting factor is the proportion of that type of capital in the optimal (target) capital structure
Relationship between a firm’s value, it’s free cash flows, and it’s cost of capital
Value =( FCF 1 / (1+WACC ) 1) + (FCF 2 /(1 + WACC) 2 ) + (FCF 3/ (1+WACC)3) + onto to (FCF infinity/ (1+ WACC) infinity)
FCF = free cash flow
WACC = working average cost of capital
rate of return
compensation to cash providers for the timing and risk inherent on their claims in the future cash flows of a corporation
fundamental value
aka intrinsic value
value of company or financial security (such as a share of stock) that incorporates all relevant information regarding future cash flows and risk
should be the same as market price if investors have all relevant information
= present value of the firm’s expected free cash flows, discounted at the weighted average cost of capital
insiders for purposes of corporate finance
Officers, directors, and employees at a publicly traded company
Privately traded company: includes stockholders
Agency problem
Occurs when owners, managers, employees and creditors can act to benefit themselves at the expense of others (others being stockholders)
corporate governance
set of rules to control the company’s behaviors towards its directors, managers, employees, shareholders, creditors, customers, competitors and community.
supposed to prevent agency problems of insiders acting in own best interest instead of company’s
stakeholders
all parties that have an interest, financial or otherwise, in a company. includes employees and the communities in which the company does business
fiduciary duty of most U.S. corporations
Maximizing shareholder wealth (unless company charter states differently)
U.S. companies that fail in this duty can be sued by their stockholders
B-corp
Benefit corporation
a corporate form that expands directors fiduciary responsibilities to include other interests than the shareholders
required to report their progress in meeting the charters’ objective
business ethics
the tendency of a firm’s employees, from the top down, to adhere to laws and regulations as well as basic ethics (which i’ve never seen a capitalist firm do)
SOX protector for whistleblowers
employees who report corporate financial wrongdoing and are subsequently penalized by the company can ask for an OSHA investigation. If OSHA finds the employee was improperly penalized the company can be required to reinstate the person along with back pay and a sizable penalty award.
SEC Office of the Whistleblower
Established by Dodd-Frank act. Awards for whistleblowers based on SEC fines on the wrongdoing corp.
providers and users of cash
individuals
financial organizations (banks and insurance companies)
nonfinancial organizations
governments
aggregate net providers
Individuals
aggregate net users
(borrowers)
Nonfinancial corporations
Governments (US at least)
financial corporations (only by a small margin)
capital
Cash users receive from providers
How transfers of capital occur (providers to users)
- direct transfer of money and securities (stock, debt)
- through an investment bank
- through a financial intermediary
Direct transfer capital allocation
Users of capital sells securities directly to providers of capital
capital allocation via investment bank
investment bank underwrites the issue of securities - serves as middleman and facilitates issuance
User of capital sells stock or bonds to investment bank
investment bank sells stock or bonds to providers of capital
“Primary” market transaction
Primary market transaction
in which new securities are involved and a corporation receives the proceeds of their sale
Allocation of capital via financial intermediary
Financial intermediary (bank, mutual fund) obtains funds from providers of capital in exchange for its own securities or ownership of savings account
intermediary then uses this capital to purchase securities from the users of capital
Creation of new types of securities by intermediaries
Features of the capital allocation process
- Financial securities are created
- different types of financial institutions act as intermediaries between providers and users of financial capital
- these activities occur in a variety of financial markets
Financial instrument
Any claim on a future cash flow
Financial security
a claim on future cash flows that is standardized and regulated by the government
(Documents with contractual provisions that entitle their owners to specific rights and claims on specific cash flows or values)
generally classified by type of claim (debt vs equity) and the time until maturity
Financial Securities: Debt instruments
typically have specified payments and a specified maturity
Capital market security
debt security that matures in more than a year
money market security
debt security that matures in less than a year
Financial Securities: Equity instruments
Claims upon a residual value
no maturity date = capital market security
Prime rate (of return)
The rate U.S. Banks charge to their most creditworthy customers
LIBOR
London Interbank Offered Rate
the rate that UK banks report for loans made to other UK banks
authority regulating plans to cease regulation (current plan June 2023)
Secured Overnight Financing Rates
SOFR
based on actual overnight loans between banks that use treasury securities as collateral
Major types of financial instruments
- U.S. Treasury bills (sold by U.S. Treasury, default free)
- commercial paper (issued by financially secured firms to large investors, low default risk)
- money market mutual funds (invested in short-term debt, held by individuals and businesses, low degree of risk)
- commercial loans (loans by banks to corporations, risk depends on borrower)
- U.S. Treasury notes and bonds (issued by US Gov, no default risk but price falls if interest rates rise)
- Mortgages (loans secured by property, variable risk)
- Municipal bonds (issued by state and local governments to individuals and institutions, riskier than gov bonds but mostly tax exempt)
- Corporate bonds (issued by corps to individuals and institutions, risk depends on issuer)
- Preferred stocks (issued by corporations to individuals and institutions, riskier than corporate bonds)
- Common stock (issued by corporations to individuals and institutions, riskier than preferred stocks, return = dividends and capital gains )
Derivatives
Securities whose values depend on (are derived from) the value of some other traded assets
include options and futures contracts
claims on other financial securities
hybrid securities
securities that are a mix of debt, equity, and derivatives
Securitization
the process whereby financial instruments that were previously thinly traded are converted to a form that creates greater liquidity. ex; junk bonds
also applies to the situation where specific assets are pledged as collateral for securities (creates asset-backed securities) ex: mortgage-backed securities
process of securitization (for loans)
- individual signs loan contract
- bank pools a large number of individual loan contracts into a portfolio and transfers pool to a trust (separate legal entity)
- trust creates new financial instruments that pay out a prescribed set of cash flows on the pool, registers the securities and sells them
Bank receives: proceeds from the sale (cash received more quickly), also transfers risks to purchasers
Purchasers receive: claim on cash flow generated by pool of loans
Required rate of return
The rate of return that fairly compensates an investor for purchasing or holding a particular investment after considering it’s risk, timing, and the returns available on other similar investments. (promise more money in the future for giving up some money today)
investor’s rate of return = user’s cost of capital aka “cost of money” or “price of moeny”
interest rate
Rate of return on debt instruments aka the price of financing with debt
Cost of equity
The price of using equity capital (investors rate of return on equity investments)
made up of dividends and capital gains