Advanced Accounting Concepts

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    Advanced Accounting concepts

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    Value Based Management

    Creating value for shareholders is accepted as acorporate objective in todays times

    Many VBM approaches have been developed tomeasure and create value. These are synergiesof various disciplines

    Finance DCF and shareholder value maximisationBusiness strategy Value creation through exploitation of

    business oppurtunitiesAccounting Structure of financial statements with modificationsOrganisational Behaviour - Incentive plans for creating value

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    Principal methods ofVBM

    1.Free cash flow Mckinsey and Alcar

    2.EVA / MVA Stern Stewart

    3.Cash flow return on investment / Cash value added

    ( CFROI /CVA ) BCG

    Common threads

    1. Value of any company = PV of future cash flows

    2. Firms should use value metrics and employ themacross all management functions

    3. A well designed incentive structure will motivateemployees to create shareholder value.

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    Economic Value AddedEVA

    EVA as a concept was developed byStern Stewart & Co. EVA is the surplusover and above the cost of capital.

    A company which gives a return morethan the cost of capital creates wealthor adds shareholder value whereas a

    company earning a return less than thecost of capital destroys value.

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    EVA = PAT cost of equity

    = PAT cost of equity rate * equity capital

    EVA = Capital * ( return on capital cost of

    capital )

    EVA = NOPAT cost of capital

    (PAT + INT(1-t)) (Capital * WACC)

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    Illustration

    Net sales 300

    COGS 258PBIT 42

    Interest 12

    PBT 30

    Tax @30% 9

    P AT 21

    Cost of equity = 18%Cost of debt = 12%

    Debt Equity ratio = 1

    Equity = 100 , Debt = 100

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    Components of EVA

    NOPAT

    Cost of capital

    Capital employed

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    Value creating strategies using EVA

    Capital = 10000, NOPAT =2000, c = 15%, r=20%

    EVA = 10000* ( 20-15) = 500

    I. Improvement of operating performance to 2250

    II . Profitable investment of 10000 at a return of 18%

    III. Withdrawal of unproductive capital of 1000 therebyreducing return by 50.

    IV. Reduction in cost of capital by altering capitalstructure.

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    EVA and firm valuation

    Firm value = economic book value ofassets +PV of EVA associated with it.

    Ideally firm value using EVA will be moreor less similar to firm value using DCF

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    Global Ltd. is interested in acquiring the food

    division of Regional Ltd. They have forecastedthe free cash flow on the basis of followingassumptions :

    1. Growth rates in assets, revenues and profitsafter tax will be 20% for the first 3 years,12% for the next 3 years and 8% thereafter.

    2. The ratio ofPAT to net assets would be 0.12

    3. The oppurtunity cost of capital is 11%

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    1 2 3 4 5 6

    Asset value 50.00 60.00 72.00 86.40 96.77 108.38

    NOP AT 6.00 7.20 8.64 10.37 11.61 13.00

    Net Invt. 10.00 12.00 14.40 10.37 11.61 8.67

    FCF (4.00) (4.80) (5.76) nil nil 4.33

    Terminal value 4.33 ( 1+0.8) =156

    0.11 -0.08

    PV ( FCF+TV) = (9.39 ) + 83.46 = 74.07

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    EVA projection

    1 2 3 4 5 6

    Op. capital 50.00 60.00 72.00 86.40 96.77 108.38

    NOP AT 6.00 7.20 8.64 10.37 11.61 13.00

    Cost of capital 11% 11% 11% 11% 11% 11%

    Capital charge 5.50 6.60 7.92 9.50 10.64 11.92

    EV A 0.50 0.60 0.72 0.87 0.97 1.08

    TV 1.08 * 1.08 = 1.17 = 39

    0.11-0.08 0.03Firm value = 50 + PV ( EVA + TV )

    = 50 + 24.05 = 74.05

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    Mergers and Acquisitions

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    Economic rationale of a merger is that thevalue of the combined entity will be more

    than that of individual entities.

    Realistic reasons in favour of mergers

    1. Strategic benefit

    2. Economies of scale

    3. Economies of scope4. Economies of vertical integration

    5. Complementary resources

    6. Tax shields

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    Mechanics of a mergerI. Legal Procedure Sec 391-394 of the

    Companies Act 1956

    Examination of object clause Intimation to stock exchanges Approval of draft amalgamation proposal by the

    Boards Application to High courts Notice to shareholders and creditors

    Meetings of shareholders and creditors Passing of High court orders Filing the order with Registrar Transfer of assets and liabilities Issue of shares and debentures

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    II . Tax aspects

    Tax concessions are available to amalgamated company only ifthe amalgamating company is a Indian company.

    Following deductions remaining unabsorbed by theamalgamating company will be allowed to the amalgamated

    company.

    Capital expenditure on scientific research

    Expenditure on acquisition of patents / knowhow etc.

    Expenditure for obtaining license to operate telecom servicesAmortisation of preliminary expenses

    Carry forward of losses and unabsorbed depreciation

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    Accounting for amalgamations AS -14

    Pooling method - merger

    Purchase method - acquisition

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    Illustration

    Beta Ltd. has agreed to merge with Alpha Ltd.The swap ratio of 3:5 has been fixed. The facevalue per share of both companies is Rs.10/-.The assets & liabilities of Beta Ltd. are

    revalued as :

    Net fixed assets 3200

    Investments 400Current assets 2900

    Current liabilities 1600

    Loan funds 2400

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    Before merger After merger

    Pooling Purchase

    Liabilities A Ltd. B Ltd. Alpha Ltd. Alpha

    Ltd.Share capital 4000 1000 4600 4600

    Capital reserve - - 4001900

    Share premium 2000 500 2500 2000

    G. Reserve 6000 1500 7500 6000

    Loan funds 4000 2500 6500 6400

    C.Liab & Prov. 2000 1500 3500 3600

    18000 7000 25000 24500

    AssetsNet fixed assets 7000 3000 10000 10200

    Investments 3000 500 3500 3400

    Current assets 7000 3000 10000 9900

    Misc. expenses 1000 500 1500 1000

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    Exchange ratio in a merger

    Basis

    Book value per shareEarnings per share

    Dividend discounted value per share

    Discounted cash flow value per share

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    Book value per share

    If BV per share of acquiring company is Rs.25and that of target company is Rs.15, theexchange ratio will be 15/25 = 3/5

    for every 5 shares in target company 3 shares inacquiring company.

    Drawback of this method Book values do not reflect economic

    values

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    Earnings per share : If the EPS of the target companyis Rs. 5.00 and the EPS of acquiring company is Rs.5exchange ratio = 2/5

    Drawbacks of this method

    This method is based on current earning per share. It

    fails to take into account :

    The growth rate of the companies Improvement in earnings due to merger Risks associated with the earnings of the two companies.

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    Market price per share

    The exchange ratio is based on the relative marketprice of the shares of the company.

    If the shares of the company are actively traded thenthe market prices indicate current earnings, growthprospects and risks. If the shares are not activelytraded market price may not be a realistic indicator

    Share prices may be manipulated by vested interests.

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    Dividend discounted value per share

    The dividend discounted value is the presentvalue of expected dividends

    This method is useful only if the dividendstreams can be predicted with reasonablesurety

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    Discounted cash flow value per share

    DCF value per share

    = Firm value by DCF method debt value

    Number of equity shares

    This method is useful if the companiesbusiness plans and cash flow projections areavailable for 5 10 years.