Corporate Finance

Corporate finance deals with monetary decisions that businesses make and the analytic tools required for making the decisions. At its best, the goal of corporate finance is to try to maximize shareholder value. Although technically corporate finance is slightly different from managerial finance inasmuch as it concerns the type of firms it relates to – managerial finance studies financial decisions of all firms including proprietorships and partnerships – the concepts of both are almost the same.

Financial decisions that corporations require to make and the techniques required for putting them to practice may be short term or long term. Short term decisions relate to balancing current assets and current liabilities, a process that requires managing micro issues such as cash and inventory management and short term borrowing and lending as in the credit period to be allowed to customers.

Long term decision making, on the other hand, relates to choosing the projects that will receive investment, raising finance through equity or debt and declaration (if at all) of dividends to be paid to shareholders.

Corporate finance is often associated with investment banking. Typically, an investment bank plays a role in evaluation of a corporation’s financial needs and suggesting the best possible method of raising capital to meet corporate goals including growth, development and acquisitions.

Decisions Relating to Capital Investments

These are primarily choices between reinvesting available funds and increasing shareholder value or paying surplus cash to shareholders by way of dividends. This, thus involves making decisions regarding investing in fixed assets and capital structure. The management may decide to invest in projects that give a positive net present value after taking into account an appropriate discount rate. Whatever decision is taken has to be with the end goal of increasing the value of the firm. Decisions also need to be taken to finance such projects appropriately. When no opportunities exist, the management must declare a dividend.

Capital Budgeting

Capital budgeting is a process that involves allocation of resources. There may be more than one project worthy of investment at a given point in time. Allocating resources to these projects thus involves estimation of the value of each project, which basically depends upon size, timing of the project and the implications on future cash flows.

Valuing Projects

Typically, the discounted cash flow method of valuation is used to estimate the value of a project. According to the corporate finance theory as propounded by Joel Dean, whichever opportunity has the highest value as calculated by the resultant NPV (net present value) will be selected. In the process, the timing of increase in cash flows as a result of the project and estimated size of the project will be taken into account. Cash flows in turn are discounted to arrive at their present value considering the time value of money, which is basically the calculation of interest earned over a given point in time. The sum of these present values net of the initial outlay required for investing in the project is the NPV.

The rate used for discounting future cash flows to the present value greatly affects the NPV. It is crucial that a proper discount rate is identified. Also critical to taking the right decision is the project ‘hurdle rate’, which is simply the minimum acceptable rate of return on capital invested in the project. At the same time, the hurdle rate should also reflect the risk involved, generally assessed on the basis of volatility of cash flows, and consider the type of financing required for undertaking the project.

There are different models to choose for estimating an appropriate discount rate for a particular project. Most managers often rely up CAPM (Capital Asset Pricing Model) and APT (Arbitrage Pricing Theory).  For arriving at the cost of the type of financing chosen for the project, usually the weighted average cost of capital (WACC) is used. However, using the WACC applicable to the entire business for choosing the appropriate discounted rate is not advisable particularly when the risk involved in the project is different from the firm’s existing asset portfolio.

Besides NPV, there are also other criteria for selection in corporate finance. These include internal rate of return or IRR, modified IRR, discounted payback period, equivalent annuity, efficiency of capital involved in the project and return on investment. On the other hand, Residual Income Valuation, market value and economic value added (Joel Stern, Stern Stewart & Co) and adjusted present value (Stewart Myers) are alternatives to NPV.

Flexibility Valuation

Many times, for example in research and development projects, a project may open multiple courses of action, a reality that may not be captured by the NPV approach. In such cases, the management generally uses tools that put an expressed value to these options. In a discounted cash flow valuation, the scenario-specific cash flows or average cash flows are discounted; these tools model the flexible and staged nature of the investment, which means that the entire potential payoff is weighed. The ‘value of flexibility’ that is inherent in the project is reflected by the difference in the two valuations.

Decisions Tree Analysis (DTA) and Real options valuation (ROV) are the two most common decision support tools that are often used by managements.

• DTA valuation incorporates possible events or states and consequent management decisions to measure flexibility. A common example is that management will decide to build and produce provided the demand for the product reaches a certain level during the pilot phase; otherwise it will outsource production. In case, the demand increases further, the management will expand the factory but maintain it otherwise. In the discounted cash flow (DCF) model, each scenario is modeled separately as there is no ‘branching’. In the DTA model, the decision tree brings forth a path or branch that the management could follow for each decision in response to an event. The management then determines the probabilities of each event. Once the tree has been constructed:
• The management is able to view all possible events and their resultant paths
• Assuming rational decision making and given the knowledge of the events to follow, management chooses the actions (branches) that correspond to the highest value path (probability weighted).
• The chosen path is then understood to represent project value.
• The ROV decision support tool is used when the project value is depends upon the value of an underlying variable or some other asset. As an example, whether or not a mining project should be undertaken depends upon the price of gold; if the price is high, the management may decide to go ahead with the project only if the price is high enough and abandon the mining rights if the price is low. Here again, the DCF valuation will catch only one of these outcomes. Using the financial option theory, here
• the decision is identified as corresponding to either a call or put option
• a variant on the binomial options model is used to employ an appropriate valuation method
• the true value of the project thus arrived is the NPV of the most likely scenario plus the option value

Stewart Myers was the first to discuss real options in corporate finance in 1977.

Uncertainty Quantification

There is always an element of uncertainty in forecasting valuation of projects, which is why analysts would want to evaluate the sensitivity of a project’s NPV to various assumptions to the discounted cash flow model. A typical sensitivity analysis involves varying one key factor while holding all other assumptions as constant. The analyst, for example, will first establish NPV across various growth rates in annual revenue at set increments and then calculate the sensitivity as a slope using the formula ΔNPV / Δ factor. More than one variable may be of interest and the several combinations produce a ‘value surface’ where NPV is a function of several variables.

Analysts also run scenario based forecasts of NPV using a related technique. The scenario here constitutes a specific outcome for global factors across the economy such as product demand, commodity prices, exchange rates etc as well as for factors specific to the company such as unit cost etc. for example, the analyst may give a value to several revenue growth scenarios; 20% for best case scenario, 10% for likely case and 0% for worst case. In this case, the NPV is calculated for each with all fundamental inputs adjusted so as to be consistent with growth assumptions. The thing to be noted here is that all combinations of assumptions must be internally consistent for a scenario based analysis but it need not be the case for the sensitivity based analysis. This methodology is used to determine the NPV that is devoid of the bias of the estimator. The management determines the probability (subjective) for each scenario as the NPV for the various scenarios of the project is then the probability weighted average.

A further advancement is to construct probabilistic or stochastic (having a random variable) instead of the conventional static and deterministic models as discussed above. This “overcomes the limitations of sensitivity and scenario analyses by examining the effects of all possible combinations of variables and their realizations”. Monte Carlo simulation is the most commonly method used for analyzing the project NPV. Although this method was introduced by David B. Hertz in 1964, it has become popular only recently. Nowadays, analysts are able to run simulations on spreadsheet-based DCF models. Typically, a risk analysis add-in like @Risk or Crystal Ball is used. In this method, the cash flow impacted by uncertainty are simulated to reflect their ‘random characteristics’ mathematically. Being a mathematical representation, the simulation throws up several thousand random but possible outcomes that cover all “conceivable real world contingencies in proportion to their likelihood. The output here is a statistical bar chart that depicts NPV of the project and the average NPV of the likely investment along with its volatility and other sensitivities. The bar chart provides information that is not available in static DCF. For example, it makes possible estimation of the probability that a project has a NPV greater than any value including zero.

The analyst in this case will give an appropriate probability distribution to each variable and wherever possible point out the observed correlation between each variable instead of simply giving three discrete values to revenue growth. These distributions can then be sampled used to produce thousands of random but possible scenarios. The result provides statistics such as average NPV and standard deviation of NPV, which reflect the project’s ‘randomness’ more precisely than the variance seen in the scenario based analysis. These statistics are frequently used for estimation of the underlying ‘spot price’ and real option valuation’s volatility. An advanced Monte Carlo model would incorporate the possible occurrence of events like a credit crunch that cause variations in one or more of the DCF models.

Financing

If the goals of corporate finance are to be achieved, it is crucial that any investment is appropriately financed. Financing options applicable across all types of businesses are:

• reinvestment of profits accruing to the company or self generated capital
• external funding or capital sourced from outside
• capital obtained by issuing new debt securities; bonds, convertible or non-convertible debentures
• capital raised through fresh equity

The type of capital raised affects the riskiness of the company as both the hurdle rate and cash flows are impacted. As a consequence, the financing mix will have a dual affect; it will impact the company’s valuation, which in turn will affect other long-term decisions of the management. There are two things that need to be considered here:

1. The management needs to identify the best possible financing mix and take a call on a capital structure that provides the maximum value. By raising finance through debt, direct funding or debt securities, the liability of the firm increases, not only as a debt that will have to be paid after a certain period but also creates an obligation of servicing the debt with regular interest payment. As a logical consequence, this has implications on cash flows irrespective of the degree of success of the project. In contrast, raising fresh equity through a public or private offer is less risky inasmuch as cash flows are concerned. However, it results in dilution of ownership, control and earnings per share. At the same time, the cost of raising capital through equity is typically more than the cost of debt; refer to capital asset pricing model (CAPM) and weighted average cost of capital (WACC). Whereas equity financing reduces the cash flow risk, the increase in hurdle rate is a countervailing factor that may nullify the advantage.
2. Management must also try to match, as closely as possible, the assets being financed to the long term financing mix, both in terms of cash flows and timing. This requires managing the potential asset liability mismatch or duration gap by matching liabilities and assets according to their maturity patterns. Management of this relationship is basically the primary function of working capital management. Other techniques used to accomplish this include securitization and/or hedging using credit and interest rate derivatives.

The major part of the theory here is covered under the Trade-Off Theory, which says that firms often trade off the tax benefits of debt with the bankruptcy cost of debt while taking decisions. However, there are many alternative theories developed by economists to explain financing decisions. Stewart Myers Pecking Order Theory suggests that when internal financing is available, companies would avoid external financing and avoid raising capital through fresh equity if low-interest debt financing is available. The capital structure substitution theory, on the other hand, suggests that managements tend to manipulate the capital structure with the end goal of maximizing earnings per share.

However, an emerging finance theory is right financing. The theory states that company value and return on investment can be enhanced over time by establishing the right investment goals, policy framework, capital structure and source of financing (equity or debt) under given market conditions and within a given economy. A recent introduction in this theory is the market timing hypothesis, which is inspired by literature on behavioral finance. The hypothesis tries to explain that companies look for cheaper financing no matter the level of their internal resources, debt and equity.

Dividend Payout

The decision whether or not to pay dividend and the amount of dividend is primarily the subject matter of the company’s profits that have not been appropriated otherwise and earning prospects for the next year. The amount to be paid is usually calculated on the basis of expected free cash flow that is cash leftover after paying all business expenses and meeting investment needs.

The corporate finance theory states that the management must return excess cash to shareholders if there are no opportunities of starting new project/s where the return on investment is more than the hurdle rate or NPV positive projects. While this is the generally accepted principle, there are a few exceptions to the rule. A common example is that of a growth stock where shareholders by definition expect the company to retain and invest profits for funding growth. In cases where opportunities with current negative NPV exist; the management may decide to retain earnings and take a considered call on the basis of potential of future payoffs.

Another decision regarding dividend that management must take is the mode in which dividend is to be paid. Generally, cash dividends are paid but there is another option by way of share buyback. The decision on mode of dividend payout must be on the basis of following considerations;

• Where shareholders have to pay tax on dividends received, the company may either retain earnings or come out with a share buyback offer. In either case the value of the outstanding shares increases.
• In some cases, companies may want to compensate shareholders by way of fresh stock, rights issue or bonus issue, instead of paying cash.

It is generally accepted that regardless of the dividend policy, cash payout or share buyback, the value of the company is not affected and remains the same.

Working Capital Management

Working capital management relates to decisions regarding working capital and short term financing. Working capital is the operating liquidity available to the company. Net working capital is current assets minus current liabilities. Managing the relationship between these two is the subject matter of working capital management.

Now, as explained above, the primary goal of corporate finance is to enhance company value. For this purpose, the management takes long term investment decisions by selecting and investing in NPV positive projects. Such investments eventually impact working capital in terms of cash flow and cost of capital. Working capital management is thus about ensuring that the company has adequate funds to be able to operate as well as has adequate cash flows to service long term debt and pay short term debt as and when it falls due for payment. Eventually, if the cost of capital is less than the return on investment it will amount to enhancing the value of the company.

Decision Criteria

As mentioned above, working capital is the amount of money readily available to the company. It is the difference between current assets (funds that are available in cash or can be convertible into cash) and current liabilities (cash requirements). Decisions relating to working capital management are always short term decisions. Working capital decisions differ from capital investment decisions not only in the matter of time horizon but also on considerations regarding discounting and profitability. Moreover, to some extent, working capital decisions are also reversible. While return targets and tolerance for risk remain the same, there are some considerations such as those imposed by loan covenants that may be more relevant in the case of working capital management.

Decisions regarding management of working capital are thus quite different from capital management as different criteria are applied in the decision making process. In working capital decisions the main criteria are cash flow and return on capital. Of the two, cash flow is probably more important.

• Cash flow or liquidity

Not operating cycle or cash conversion cycle is the more commonly used measure of cash flow. This is represented by the difference in time between cash payment for purchases (raw material) and cash collection of sale proceeds. It is basically the company’s ability to convert sales into cash. The management must aim at a lower number because it effectively represents the time for which the firm’s cash is tied up and not available for other activities. Another measure, though widely used is the gross operating cycle, which is similar to the net operating cycle except for the fact that it does not consider the deferral period allowed by creditors (suppliers).

• Return on capital or profitability.

Profitability or return on capital (ROC) is reflected as a percentage arrived at by dividing relevant annual income by the capital employed and multiplying by 100. The same method is used to show return on equity (ROE) to shareholders. Here also, the firm’s value is enhanced when the return on capital is more than cost of capital. ROC is useful to the management inasmuch that it is short term policy that influences the long term decision making process.

Management of Working Capital

The management is guided by the above criteria. In the process of managing working capital requirements, the management will use a combination of policies and techniques aimed at managing current assets, cash and cash equivalents such as inventories and receivables. Included in the process is taking recourse to short term financing provided cash flows and returns are acceptable.

• Cash Management: This is simply the process of identifying and maintaining adequate cash balance to meet daily expenses, with the ultimate of reducing the cost of holding cash.
• Inventory Management: This involves identification of the ideal level of inventory that will not disrupt production. The ultimate aim is that of increasing cash flows by maintaining as much inventory as is absolutely necessary for smooth operations. Normally inventory maintenance is in the domain of operations management but given the impact that it has on cash flows and the balance sheet of the company, finance eventually does get involved in the overall inventory policy.
• Managing Debtors: Debtor management is primarily about identifying an appropriate credit policy, which in turn depends largely on industry standards. Allowing a credit line to customers is a normal practice for attracting customers. However, this has to be seen in the context of its impact on cash flows as the gains of increased revenue will eventually be offset by reduction in cash flows. Discounts and allowances is another consideration in debtor management as they can create a healthy balance between cash flows and g=sale growth.
• Short term Financing: This involves finding the appropriate source of financing. Inventory is ideally financed through supplier’s credit. However, given the cash conversion cycle, there may be a need for a credit line from a bank or invoice factoring.

Corporate Finance and Other Areas in Finance

Investment Banking

The term corporate finance is used to mean different things in different countries. In United States it is used for describing decisions, activities and techniques that deal with a company’s finances and financial and capital management; in fact, everything that has to do with money in a corporation. However, in United Kingdom and Commonwealth countries, corporate finance and corporate financier are interchangeable terms used to denote activities associated with investment banking. An investment bank assists corporations to raise capital through various means. Investment banking is associated with the following:

• Raising capital regardless of whether it is for a start-up, or development and expansion of existing corporation.
• Mergers and acquisitions including demergers.
• Taking over of private companies.
• Management of equity issues of corporations including floating new companies on a recognized stock exchange.
• Raising equity capital from the public in general or through private equity participation and through debt and related securities.
• Joint venture and project finance, public-private partnerships and infrastructure finance.
• Management buy-outs of private equity backed firms, divisions and subsidiaries.
• Raising debt and debt restructuring particularly when transactions listed above are involved.
• Raising fresh equity for existing firms either through a secondary public issue or private placement.
• Any other finance matter related to the stock market in respect of transactions listed above.

Financial Risk Management

Risk management in corporate finance is the process that involves measurement of risk and consequent development and implementation of strategies to manage that risk. The primary focus of financial risk management is on the impact on company value due to unfavorable changes in commodity prices, foreign exchange rates and interest rates. A large corporation typically has a risk management team, which is usually a part of or associated with the internal audit team. It is uncommon for small firms to have a formal risk management team as it is not practical. However, those who need to hedge their risks do so by applying risk management strategies informally.

Financial risk management lays special emphasis on risks that can be minimized by using financial instruments traded over the counter or on recognized stock exchanges. These are typically derivative products such as futures contracts, options, forwards contracts and swaps. Since over the counter trading is costly and also difficult to monitor, corporations generally prefer financial instruments traded on recognized and well established exchanges. However, the second generation derivatives or what is commonly known as exotic derivatives are traded over the counter. Accounting treatment of hedging related transactions is however different from general accounting.

Financial risk management is related to fiancé in two different ways. First, the firm’s exposure to risk is a direct consequence of previous decisions related to finance and investment. Secondly, the focus of both risk management and corporate finance is to enhance company value. However, risk management and shareholder value may at times be at loggerheads with each other. The point of debate here is the shareholder’s desire to optimize risk against taking exposure to pure risk, events that have only a negative outcome.

Public and Personal Finance

Corporate finance incorporates tools from nearly every area of finance. Most of the tools developed for and by corporations can be easily used by all types of business entities including sole proprietorships, partnerships, non-profit organizations, governments, asset management companies and personal wealth management. But in other aspects of finance, the application of corporate finance is limited to corporate entities. Since the amount of money that corporations use is much larger, corporate finance has developed into a separate discipline that is different from public and personal finance.

Alternate Approaches

Corporate finance assumes that the shareholder is the residual claimant and the primary goal of management should be to maximize shareholder value. However, some legal luminaries have out put a question mark on that assumption. The implication is that the assumed goal of maximizing shareholder value is inappropriate. The criticism also brings into focus the suggestion of corporate finance that share buybacks purport to be return of company value to shareholders. Legal scholars claim that this is logically an erroneous assumption.