TM
JuiceNotes
- By
FinTree
eBook 5
® TM
CFA Level 1 JuiceNotes 2017
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Contact Information
Corporate Governance and ESG
LOS a
LOS b
Shareholder
theory Stakeholder theory
Corporate governance
System of internal controls and procedures by which individual companies are managed.A framework that defines rights, roles and responsibilities of various groups
Arrangement of checks and balances a company needs to
minimize and manage the conflicting interests between insiders and external shareowners.
1
2
Corporate governance theories
Primary focus is the interest of
firm’s shareholders Focus under this theory is broader Maximization of MV of firm’s
common equity
CG is concerned with the conflict of interest between managers
and owners
It considers conflict of interest among several groups such as
shareholders, employees, suppliers, customers and others.
ç Voting rights ç Residual interest
ç Ongoing interest in profitability and growth, both increasing the value of their shares ç Responsibility to protect the interest of shareholders
ç To hire, fire and set the compensation of the firm’s senior managers ç Monitor financial performance and other ongoing activities.
ç Firm’s executives (most-senior managers) serve on BOD along with directors who are
not otherwise employed by the firm.
ç One-tier - Both executive and non-executive board members serve on a single BOD
ç Two-tier - Non-executive board members serve on a supervisory board that oversees a
management board, made up of company executives.
ç Compensation - salary, bonus and perquisites
ç Executive bonuses are tied to same measure of firm performance, giving them a
strong interest in financial success of the firm.
ç They have interest in the pay, opportunities for career advancement, training and
working conditions
ç Providers of debt capital ç Do not have voting rights
ç Do not participate in the firm’s growth beyond their promised interest and principal
payment
ç Ongoing relationship with the firm ç Typically short-term creditors
ç They have interest in the firm’s solvency and ongoing financial strength
Shareholders
BOD
Senior managers
Employees
Creditors
Suppliers
Primary stakeholders of a
company
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LOS c
LOS d
Principal-agent
Shareholders
and managers
or BOD
Groups of
shareholders
Creditors and
shareholders
Shareholders
and other
stakeholders
ª It arises because an agent is hired to act in the interest of the principal but the agent’s interest may not coincide exactly with those of the principal.
ª Shareholders are principals and board members are their agents
ª Managers and directors are dependent on firm for employment
ª They may choose lower level of business risk than the shareholders would since their employment is dependant on firm’s performance.
ª There is an information asymmetry between shareholders and managers because managers have more and better understanding of the functioning of the firm. This decreases the ability of the shareholders or non-executive directors to monitor and evaluate whether managers are acting in the best interest of the shareholders.
ª A single shareholder or a group of shareholders may hold a majority of the votes and act against the minority shareholders.
ª Some firms have different classes of shares, some with more voting power than others.
ª In the event of an acquisition, controlling shareholders may be in a position to get better terms for themselves than minority shareholders.
ª The company may raise prices or reduce product quality to increase profits to the detriment of customers.
ª The company may employ strategies that significantly reduce taxes they pay to the government.
ª Shareholders may prefer more risk than creditors do because creditors have a limited upside from good result.
Conflict of interest
Mechanism to manage stakeholder relationships
Stakeholder management -
Management of company relations with stakeholdersVoting by proxy
Ordinary
resolution Majority voting
Cumulative
Legal recourse of stakeholders when
their rights are violated
Contract that spell out rights and responsibilities of
company and the stakeholders
Company’s CG procedures including its internal systems
Comprises regulations to which companies
are subject.
LOS e
Assigning one’s right to vote to another
Requires majority of votes. Eg. approval of auditors, election of directors
Candidate with most votes for each single board position is elected
Shareholders can cast all their votes to one single board candidate or divide them among others May require a
supermajority vote.
rd
director, member of management or shareholder’s investment advisor
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LOS f
Board
structure
Board responsibilities
One-tier
board
Senior managers employed by the firm
Excludes executive
directors Made up of executive directors No other relationship
with the company. Also termed as independent
directors
Two-tier
board
Single BOD Two BODs
External directors / Non executive directors Internal directors /
Executive directors
Supervisory board Management board
Led by company’s CEO
Chairman of the board is sometimes the CEO
Lead independent director -Ability to call meetings of independent directors, separate from meetings
of the full board
Staggered board -
Elections for some board positions are held each year
1
2
3
Audit
committee Governancecommittee Nominations committee Compensation committee committeeRisk Investmentcommittee
Board committees
Ÿ Implementation of accounting policies
Ÿ Effectiveness of internal controls Ÿ Recommending
external auditor Ÿ Proposing
remedies based on audits.
Ÿ CG code
Ÿ Implementing code of ethics and policies regarding conflict of int. Ÿ Monitoring changes
in laws and regulations
Ÿ Ensuring company is complying with all laws and regulations
Ÿ Proposes qualified candidates for election to the board
Ÿ Recommends to the board the amounts of compensation to be paid to directors and senior managers.
Ÿ Informs the board about appropriate risk policy and risk tolerance of the organization reports to the board on management proposals for large acquisitions, sale or disposal of company assets or segments ç Selecting senior management, setting their compensation, evaluating their performance
and replacing them as needed.
ç Setting strategic direction.
ç Approving capital structure changes, acquisitions and large investment expenditures.
ç Reviewing company performance and taking necessary corrective steps.
ç Planning for continuity of management and succession of the CEO.
ç Establishing, monitoring and overseeing firm’s internal controls and risk management
system.
ç Ensuring the quality of the firm’s financial reporting and internal audit.
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LOS g
LOS h
LOS i
They pressure companies in which they hold significant number shares for changes Hedge funds have engaged in shareholder activism to increase the MV of firms in which they hold significant stakes
An activist group may make a tender offer for specific no. of shares to gain enough votes to take over the company
A threat of hostile takeover can act as an incentive to influence management and board to pursue policies more in alignment with the interests of shareholders
Activist
shareholders
1
1
2
When governance is weak and managers are not monitored, they may choose lower-than-optimal risk, reducing company value
Poor compliance procedures with respect to regulation and reporting can easily lead to legal and reputational risks
Effective CG can improve operational efficiency by ensuring that management and board member incentives align their interests with those of shareholders
Alignment of management interests with those of shareholders leads to better financial performance and greater company value
One class of shares may be entitled to several votes per share, while another class of shares is entitled to one vote per share
On average, companies with a dual class share structure have traded at a discount to comparable companies with a single class of shares
Dual class structure
-Elements of CG that analysts
have found to be relevant
-è Ownership and voting structure è Board composition
è Management remuneration è Composition of shareholders è Strength of shareholder rights è Management of long term risks
Factors that affect stakeholder relationships and CG
Risks of poor CG and benefits of effective CG
Factors relevant to the analysis of CG
Legal
environment
Common-law system Civil law system
Judges’ rulings become law in some instances
Interests of creditors and shareholders are considered to be more protected in countries with
this system
Rights of creditors are more clearly defined than
those of shareholders. Therefore not difficult to enforce through the courts
Judges are bound to rule based on enacted laws
2
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LOS j
LOS k
ESG integration/investing -
The use of environmental, social and governance factors in making investment decisionsAlso termed as sustainable investing, responsible investing and socially responsible investing
Certain companies and certain sectors are excluded from portfolios. Eg. mining and oil production sector.
No specific sectors are excluded from portfolios but investors identify best practices across environmental sustainability.
Negative
screening
-Positive
screening
-1
2
Impact
investing
Thematic
investing
Investing in order to promote specific social or environmental goals.
Refers to investing based on a single goal. Eg. development of clean water resources
Investors seek to make profit while at the same time having a positive impact on the environment
Environmental and social considerations in investment analysis
Usage of ESG in investment analysis
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Capital Budgeting
LOS a
LOS b
Capital budgeting process
Basic principles of capital
budgeting
Categories of capital
budgeting projects
Analyzing project proposals
Create the firm- wide capital budget
Monitoring decisions and conducting a post-audit
Externalities
Replacement projects to maintain
the business
Expansion Projects
Mandatory Projects Other projects such as R&D Replacement projects for cost
reduction
New product or market development
Positive
Positiveeffect on sales of a firm’s other product lines.
Negativeeffect on sales of a firm’s other product lines.
Cannibalization - New project taking sales from an existing product. Eg. Coke Vs Diet coke Eg. Sales of cars will
increase business of auto components in future.
Negative
4 Decisions are based on cash flows, not accounting income.
4 Consider opportunity costs. 4 Timing of cash flows is important. 4 Consider cash flows after tax.
4 Ignore financing cost as a cash outflow. 4 Ignore sunk cost as it is irrelevant for
decision making
Without detailed analysis
Without detailed analysis
Fairly detailed analysis
Very detailed
analysis Detailed analysis
Conventional
changes only onceSign on the cash flows changes more than once
0 1 2 3 0 1 2 3
- 1000 500 500 500 - 1000 800 -600 300
}
Problem of no IRR or multiple IRR© 2017 FinTree Education Pvt. Ltd.
LOS d
NPV Discounted payback Profitability index
period
PV of inflows PV of outflows
PI > 1 = Accept PI < 1 = Reject
PI > 1 = +ve NPV PI < 1 = −ve NPV Time taken to
recover initial investment considering TVM
Poor measure of profitability
Good measure of liquidity
DPB > PB
Time taken to recover initial investment
Shorter the better
Poor measure of profitability
Good measure of liquidity
Doesn’t consider TVM & CFs after
Selection of capital projects
Project sequencing
-Unlimited
funds
rationing
Capital
Mutually exclusive
select all projects, if NPV
> 0
Investment in a project today creates opportunity to invest in projects in future select only one
project (with the highest NPV)
´ Unlimited
access to capital
´ Firm can
undertake all profitable projects
´ Constraints on
raising capital
´ Undertake
projects with highest NPV
LOS c
LOS e
The rate at which NPVs are equal is called as Crossover rate
NPV
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LOS f
NPV
IRR
3
Advantages
Disadvantages
Advantages
Disadvantages
ª Direct measure of the expected increase in the value of firm
ª Theoretically the best method
ª Does not take size of the project into consideration
ª Measures
profitability as a %
ª Provides information on margin of safety that NPV does not
ª Conflict of rankings
ª Multiple IRR / No IRR
ª Assumes
reinvestment at IRR
A +ve NPV should cause proportionate increase in company’s stock price
2
Calculation of crossover rate on TI BA II Plus Professional
Relation between NPV and stock price
Project A
Project B
CPT IRR = 20.61 % (Crossover rate)
-700 250
200
450 600
400 300
-300
150
150 100
-400
CF0 CF1 CF2 CF3
Eg. Investment in new project = $300 mln, PV of future CFs = $400 mln No. of shares outstanding = 50 mln, Market price of share = $25
NPV = $400 mln − $300 mln = $100 mln NPV per share = $100 mln/50 mln = $2 Price of share after new project = $25 + $2 = $27
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Cost of Capital
Equity
Preferred
stock
Debt
Calculation and interpretation of WACC
Impact of taxes on cost of capital
Capital appreciation
Variable dividend
Dividend is a function
of profitability
Last preference in
case of liquidity and
dividend payment
Fixed dividend
Dividend is a function
of profitability
nd
2 preference in case
of liquidity and
dividend payment
Fixed interest
Interest is to be paid
irrespective of
profitability
st
1 preference in case
of liquidity and
interest payment
WACC
Capital
component Amount Component cost(effective) Weight Weighted average
Equity 1000 20% 20% 4%
Preferred stock 2000 15% 40% 6%
Debt 2000 10% 40% 4%
Total 5000 100% 14%
Costs
Equity Preferred Debt
stock
Kce Kps K x (1-t)d
LOS a
LOS b
1
2
Interest paid on corporate debt is tax deductible
No tax deduction is allowed for payments to common or preferred stockholders Marginal cost of capital = Weighted average cost of capital
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LOS c
LOS d
LOS e
LOS f
LOS g
LOS h
The weights in the calculation of WACC should be based on market values not book values
Amount of capital invested Cost of Capital / IRR
Investment Opportunity
Schedule
Marginal Cost of Capital
Optimal Capital Budget
WACC is appropriate discount rate for projects that have approximately the same level of risk as the firm’s existing projects Project with greater than average risk = Discount rate greater than WACC
Project with below-average risk = Discount rate less than WACC
True cost of debt is its YTM, not the coupon rate.
K = YTM x (1 - t)
dIf YTM is not available because the firm’s debt is not publicly traded, the analyst can use
matrix pricing to estimate the before-tax cost of debt.
How to determine weights in capital structure
WACC’s role in determining NPV
Cost of debt
Market Risk Premium (MRP)
Retention Ratio × ROE
Ad hoc approach
Analysts add a risk premium to the
market yield on firm’s long term debt
1 − Payout ratio DPSEPS
PAT Equity Capital Asset
Pricing Model Model / Dividend Gordon Growth discount model
K =ce DP1+ g 0
Cost of equity
Bond yield + Risk Premium
K = RFR + (R - RFR) x βce m
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FinTree
K =
psPreference Dividend
Price of stock
LOS i
LOS j
Beta - measure of
systematic risk
/market risk
Y = a + bx
Dependant variable
Independent variable
Challenging issues with beta
Use of country risk premium in estimating cost of equity
Intercept Slope/betaBeta =
Covariance (Variance (ms,m) )Pure-play method
1
2
3
Country Risk Premium
-Sovereign yield spread
-It is added to MRP (in CAPM) to reflect increased risk associated with investing in a developing country
Yield of developing country’s govt. bond (denominated in developed country’s currency) − Yield on Treasury bond of similar maturity
Developing country
Developed country SD of market
SD of debt X
CRP =
Eg.
Sovereign yield spread
Ê Beta is estimated using historical returns data. The estimate is sensitive to the length
of time used and frequency.
Ê Betas exhibit mean reversion tendency (aka beta drift).
Ê Beta of the entire market is 1, therefore all betas have a tendency to move toward 1 and
estimate may need to be adjusted.
Ê The estimate is affected by index chosen.
Ê Beta may need to be adjusted upward for small firms to reflect inherent risk in them.
K = RFR + (MRP + CRP) x βce
K = RFR + (MRP + CRP) x βce
K = 4 + [(9 − 4) + 5) x 1.5ce
K = 19%ce
Beta of a comparable
company
Asset beta
(Equity beta)
Project beta
(Unlever)
(Relever)
Divide
D/E of comparable
company
D/E of our company
Multiply
1 + D/E ratio (1 − t)
RFR = 4% R = 9%m
CRP = 5% Beta = 1.5
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LOS k
LOS l
Different sources of financing become more expensive as the firm raises more capital The Marginal cost of capital schedule shows
WACC for different amounts of financing The MCC schedule is shown as graph and
typically has an upward slope The break points occur when the cost of
one the components of WACC changes
Break point =
Amt. of capital at which cost changesWeight of the componentWACC
Capital raised
The correct method to account for floatation costs is to calculate the dollar amount of cost and increase the initial cash outflow by this amount.
It should not be incorporated directly into the cost of equity because it is not an ongoing expense and it would lead to increase in WACC which in turn will reduce the NPV
Marginal cost of capital schedule
Treatment of floatation cost
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LOS b
Measures of Leverage
Leverage refers to the amount of
fixed costs
a firm has.
Operating fixed cost (OFC)
∆ operating earnings > ∆ sales
∆ net income > ∆ operating
earnings Degree of
Operating Leverage
Degree of Financial Leverage Financing fixed
cost (FFC)
1
1
3
2
Business risk
Financial risk
Risks
Sales risk
Uncertainty about firm’s sales
Additional risk borne by shareholders because of debt
financing
Additional uncertainty about operating
earning
Operating risk
Degree of operating
leverage (DOL) Degree of financial leverage (DFL) Degree of combined leverage (DCL)
% ∆ EBIT % ∆ sales
Sales − VC EBIT
Highest at low level of sales
If there’s no OFC, DOL=1
DOL × DFL
% ∆ EPS % ∆ sales
Sales − VC EBT % ∆ EPS
% ∆ EBIT
EBIT EBT
If there’s no FFC, DFL=1
LOS a
Variable
cost
Fixed
cost
Fixed
cost Variable cost
Low leverage
High leverage
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LOS d
LOS e
firm must generate to cover its FC & VCto generate
desired profit
=
=
=
OFC + Interest Contribution per unit
OFC + Interest + Des. profit Contribution per unit
Operating fixed cost Contribution per unit
LOS c
Use of financial leverage increases the risk of default but also increases the potential return for equity shareholders
Net income
Effect of financial leverage on ROE
2
1000
Breakeven point (in amount) = Contribution ratioFixed cost
Contribution ratio = ContributionSales
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Eg. Operating fixed cost = 10,000 Financing fixed cost = 20,000 Selling price = 100 Variable cost = 60 Desired profit = 30,000
Contribution per unit = = =
Selling price − Variable cost 100 − 60
40
Operating breakeven =
=
=
OFC
Contribution per unit 10,000
40 250 Contribution ratio =
=
=
Contribution per unit Sales per unit 40
100 40%
Total breakeven =
Breakeven (in amount) = =
= =
=
OFC + FFC Contribution per unit
OFC + FFC Contribution ratio 10,000 + 20,000
40
10,000 + 20,000 40% 750
75,000
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Dividends and Share Repurchases
schedule eg.quarterly
Proceeds of liquidation
è In theory value of a stock reduces by the
amount of dividend on ex-dividend date.
è The payment of cash dividend reduces a
company’s Assets and MV of its Equity.
Stock
dividends Stock splits stock splitsReverse
Dividends in shares/stocks
Retained earnings decrease
Equity share capital increases
Total equity remains
unchanged
Combination of multiple shares
into one
Shareholder’s wealth is
unchanged
A company whose stock has fallen dramatically may
declare Reverse stock split Division of
each share into multiple shares
No. of shares increase Price of shares
decrease
Value of shareholder’s total shares is
unchanged
Stock dividends, stock splits and reverse stock splits have no effect on company’s leverage ratios or liquidity ratios
1
3
2
Declaration
date Cum-dividend date Ex-dividend date record dateHolder of Payment date
Feb. 24 Mar. 13 Mar. 14 Mar. 16 Mar. 31
If a person buys shares on or after ex-dividend date, he will not receive the dividend Settlement cycle in US = T + 3
Dividend payment chronology
Types of dividends and their effect on
shareholders’ wealth and company’s ratios
Cash dividend decreases asset (cash) and shareholders’ equity (retained earnings)
Other things equal, decrease in cash decreases liquidity ratios and increases debt-to-assets ratio
Decrease in retained earnings, increases debt-to-equity ratio
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LOS d
LOS e
EPS
MPS
Profit after tax
No. of shares outstanding
BV of Assets − BV of Liabilities
No. of shares outstanding
YTM × (1 − t)
Earning yield =
EPS =
BVPS =
Cost of borrowing =
If earning yield > borrowing cost
-Impact of share repurchase on EPS
Impact of share repurchase on BVPS
If BVPS (old) > MPS
If MPS > BVPS (old)
-If borrowing cost > earning yield -
EPS
EPS
BVPS (new)
BVPS (new)
LOS c
Share repurchase methods
Open market
Tender offer
Direct negotiation
Prevailing market price
Gives company the flexibility to choose the timing of the transaction
Premium to market price
Shareholders may tender their shares according to
the terms of the offer
Premium to market price
Direct negotiation with a large shareholder to buyback a block of shares
Eg. (LOS d)
EPS will increase after buyback, because earning yield > after tax cost of debt
Share price before buyback = $40 Shares outstanding before buyback = 120,000 EPS before buyback = $3 Cost of debt = 9% Tax rate = 30% Planned buyback = 20,000
After tax cost of debt = = =
9 × (1 − t) 9 × (1 − 0.3) 6.3%
Earning yield = = =
EPS/MPS 3/40 7.5%
EPS after buyback =
=
=
=
Net income − After tax cost of funds Shares outstanding after buyback (3 × 120,000) − (20,000 × 40 × 6.3%)
(120,000 − 20,000) 360,000 − 50,400
100,000
$3.096
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LOS f
5 shares x 100 = 500
20 per share
1 share
Why cash dividend and share repurchase of same amount are
equivalent in terms of effect on shareholders’ wealth
Value of shares
400 (80 x 5)
Value of shares
500 Value of shares400
Cash
100 (20 x 5)
Cash
0 Cash100
A share repurchase can be considered as an alternative to cash dividend Assuming the tax treatment is same, share repurchase and cash dividend
have same impact on shareholder’s wealth
Original scenario
Cash dividend
Share repuechase
Wealth
Wealth
Wealth
Eg. (LOS e)
Share price before buyback = $40 Shares outstanding before buyback = 120,000 Book value = $2.4 mln Planned buyback = $800,000
Current BVPS =
=
2,400,000 120,000 20
No. of shares in buyback =
=
$800,000 $40
20,000
=
2,400,000 − 800,000 120,000 − 20,000
16
New BVPS = Opening BV − Planned buyback Shares outstanding after buyback
New BVPS will decrease, because Current BVPS < MPS
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Working Capital Management
What is Working Capital ?
Sources of liquidity
1
2
1
2
Capital (1000)
Capital (1000)
P
ull on utflows
O
D
rag on nflows
I
Factory (700)
Factory (700)
Cash (300)
Inventory Accounts
Receivable
Working Capital = Current Assets - Current Liabilities
Current liabilities Amt. Current assets Amt.
Accounts Payable 100 Inventory 100+100
Accounts Receivable 100
Cash 100
Total 100 Total 400
Used in normal day to day operations
è Selling good
è Collecting from AR
è Short-term funding
è Trade credit
è Line of credit
Used in deteriorating financial conditions
è Selling assets
è Negotiating debts
(restructuring)
Factors that influence a
company’s liquidity position
LOS a
D I
P O
Eg. Uncollected receivables, obsolete inventory
Eg. Paying vendors sooner than is optimal
Primary
sources
Secondary
sources
Working capital is still 300 100 worth of current assets are funded by
Current Liabilities
Working Capital
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LOS b
LOS c
LOS d
LOS e
Liquidity
Ratios
Activity
Ratios
4 Current ratio = CA / CL
4 Quick ratio (acid test ratio) = CA − Inventory/CL
4 Cash ratio = Cash + Marketable Sec. / CL
4 ARTR = Credit Sales / Avg Accounts Receivable
4 ITR = COGS / Avg Inventory
4 WCTR = Sales / Working Capital
4 APTR = Purchases / Avg Accounts Payable
Daily cash position refers to uninvested cash balances a firm has available to make routine
purchases and pay expenses as they come due.
Purpose of managing daily cash position - To have sufficient cash on hand (make sure net daily cash position never becomes negative) but to avoid keeping excess cash because of interest income forgone by not investing
Higher
the better
Lower
the better
30
AR
Inventory
40Cash
50
Accounts payable
-30
50
0
70
Operating cycle (70) =No. of days in Inventory (30) + No. of days in AR (40)
Cash Cycle (20) = Operating cycle (70) −No. of days in AP (50)
Holding period yield
Effective earning yield
Money market yield
Bank discount yield
Bond equivalent yield
970
1000
3
mistakes analogy to
remember the formulas
(indicated in red)
j No Compounding
k 365 days
l Investment value
as base
j No Compounding
k 360 days
l Investment value as base
j Compounding k 365 days l Investment
value as base
j No Compounding
k 360 days
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LOS f
LOS g
Cost of Trade Credit
Choices of short term funding
0
20
90
3/20 Net 90
Uncommitted
Committed
(regular)
Revolving
97
100
PV = −97 FV = 100 N = 70/365 I/Y = 17.21%
70
Bank may refuse to lend if circumstances change.
Least reliable Reliable Most reliable Typically for longer terms. Bank charges a fee for
making the commitment.
7 %
7 %
2
Add on yield
Discount yield
100 (investment
value)
93 (investment
value) 107
(face value)
100 (face value)
Interest
Investment value Face valueInterest
3
IPS should have:
g Guidelines about the
strategy
g Types of securities
allowed
g Persons responsible
for complying with the guidelines
g Limitations on credit
rating of portfolio securities
Every firm should
have a written IPS
Most preferred yield for Money market instrument
Bond equivalent yield
If inventory levels are too low, it will result in loss of sales due to stock-outs.
If credit terms are strict, it will lead to lower sales.
If credit terms are lenient, it will lead to increase in sales but at the cost of longer average days of receivables. It may also increase bad debts.
If inventory levels are too high, it will result in more carrying costs.
Cost of borrowing < Cost of annual trade credit = Take the discount
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