外文翻译----企业并购财务分析
外文翻译--企业并购中融资决策的影响因素：收购成本、代理成本或者支付手段
中文3310字本科毕业论文（设计）外文翻译原文：What determines the financing decision in corporate takeovers:cost of capital, agency problems,or the means of payment?The empirical literature has given notable attention in recent years to the choice of the means of payment in corporate takeovers. In this literature, the term “means of payment” is usually considered as synonymous to the “sources of takeover financing”. we consider how the choice of sources of funding of mergers and acquisitions and the means of payment is affected by the bidders‟ concerns with respect to the risk of overpayment for the target (Hansen, 1987), the risk of a change in the firm‟s control structure (Faccio and Masulis, 2005), and the risk of a bid‟s failure (Fishman, 1989).Our main findings are that the financing decision is explained by pecking order preferences, the need of flexibility in managing corporate funds, and the corporate governance environment that influences the costs of external capital. We find no evidence that the financing decision is driven by potential agency conflicts between managers and shareholders, or between shareholders and creditors. There is evidence that the choice of equity versus internal cash or debt financing is influenced by the bidder‟s strategic preferences with respect to the means of payment. A nested logit analysis reveals that the payment decision depends on the degree to which the bidder‟s large shareholders wish to retain control after the takeover, and on the intention of the bidder‟s shareholders to share the risk of the transaction with the target‟s shareholders or to buy all these shareholders out. These factors do not directly influence the financing decision, but only indirectly through the means of payment choice. Therefore, we conclude that the two decisions on the means of payment and on the sources of financing in corporate takeovers are driven by distinct determinants.The analysis of the valuation effect of takeovers that are financed with differentsources reveals that investors differentiate between the information about the payment method and the sources of takeover financing. These investors do take both the payment method and financing sources into account when valuing a takeover. A significantly negative price revision following the announcement of a takeover frequently arises in case of M&As fully paid with equity but also of takeovers that involve equity financing. We also find that acquisitions financed with internally generated funds underperform debt-financed deals, suggesting that investors are wary that cash-financed deals may be driven by managerial empire building motives. In contrast, debt financing conveys a positive signal to the market that the firm‟s shares may not be overvalued and that the takeover is profitable. Thus, the bidder‟s financing decision has a significant impact on the market reaction to the takeover announcement. Our evidence shows that previous research that partitioned takeover bids into cash versus equity offers is an oversimplification of the reality.The determinants of the financing decisionAn extensive body of theoretical and empirical research on the determinants of corporate financing decisions can be partitioned into two dominant explanations: cost of capital considerations and agency related issues. The former explanation upholds that market imperfections or institutional rigidities, such as information asymmetries (Myers and Majluf, 1984), legal protection of shareholders and creditors (La Porta et al., 1998), or taxes (Modigliani and Miller, 1963) may disproportionally affect the costs of debt and equity capital. The latter explanation endorses that a firm issues specific securities to mitigate agency problems between its management, shareholders, and creditors (Myers, 1977). For the financing decision in corporate takeovers in particular, we propose a third explanation: the preferred payment mode in the takeover deal may influence the financing sources chosen by the bidding firm. Valuation effects of the bidder‟s financing decisionAn M&A announcement brings new information to the market which enables investors to update their expectations about the firm‟s prospects and adjust the share prices accordingly. Value-relevant takeover information also comprises various takeover characteristics as well as the sources of financing. The market combinesthese pieces of information into a signal about the quality of the takeover deal and the potential value creation. As such, the announcement effect consists of an appraisal of the takeover synergies based on the characteristics of the deal. Below, we summarize the predictions with regard to the market reactions to the announcements of takeovers financed with different types of capital.Takeovers financed with equity are expected to trigger lower returns to the b idder‟s shareholders. The dominant explanation is that investors consider an equity issue as a signal that the bidder‟s shares are overpriced and hence adjust the share price downwards when equity financing is announced (Myers and Majluf, 1984). Managers attempt to time equity issues to coincide with surging stock markets or even with the peak of the stock market cycle (Baker, 2004). This overvaluation argument may be more pronounced for M&As entirely financed and paid with equity. Shleifer and Vishny (2003) and Rhodes-Kropf and Vishwanathan (2003) argue that overvalued bidders use equity to buy real assets of undervalued targets to take advantage of the mispricing premium over the longer term when the overvaluation will be corrected. An equity payment may also be interpreted by the market as a negative signal about uncertainty with respect to the target firm‟s quality and potential takeover synergies. If the quality of the acquired assets is more uncertain, the bidder is likely to pay with equity to share wi th the target‟s shareholders the risks of not being able to realize the expected synergies.Empirical evidence confirms the negative market reaction to M&As paid with equity .In contrast to equity financing, the announcement of debt financing is expected to trigger a positive market reaction. First, the preference of debt over equity financing signals that the bidder‟s shares may not be overvalued. When internal sources of financing are insufficient the manager opts for debt financing if the shares of the firm are undervalued or there is a high risk that an equity issue will trigger a substantial share price decline. Second, as debt capital is typically raised in Europe via borrowing from a bank, the bank‟s decision to provide funding may convey a positive signal about the project‟s profitability to the market. Banks are typically regarded as financial intermediaries with superior information and evaluationcapabilities (Leland and Pyle, 1977; Diamond, 1984) that allows them to identify bad acquisitions and fund only deals with a positive net present value. Therefore, the market may interpret the news about debt financing as a certification that a takeover will be profitable. In the context of corporate takeovers, Bharadwaj and Shivdasani (2003) also document positive market response to the announcements of bank-funded deals. Third, the choice of debt financing also signals that the cash flows of the merged firm will be sufficient to sustain an additional tax shield.The use of the third source of financing, internally generated funds, is likely to trigger a negative market reaction at the takeover announcement as this type of financing may identify acquisitions driven by free cash flow motives (Jensen, 1986). High cash flow reserves may encourage management to undertake acquisitions for empire building motives, which frequently lead to a reduction of shareholder value. Consistent with these predictions, Schlingemann(2004) find a negative and significant relation between internally generated cash flow reserves and bidder returns in cash-paid M&As.We investigate the bidder‟s choice of the sources of financing in European corporate takeovers launched during the period 1993-2001, the fifth takeover wave. To our best knowledge, this is the first empirical study that simultaneously studies both the payment and financing decisions in corporate takeovers. The previous M&A literature has uniquely focused on the means of payment; these studies have typically ignored the sources of transaction financing in all-cash offers and have assumed that these offers are entirely financed with internally generated funds.This paper shows that external sources of financing are frequently employed even in cash-paid acquisitions and that the decisions on the financing and the means of payment are entirely different and driven by distinct factors.The results of our multinomial and nested logit analyses reveal that, while controlling for the payment method，bidders have systematic preferences for particular sources of financing which depend on their firm‟s characteristics and on the characteristics of the takeover.Our findings are consistent with the view that the financing decision is influenced by the bid der‟s concerns about the the cost of capital.In particular, in line with the pecking order hypothesis, cash-rich bidders opt for the least expensive source of financing –internally generated funds. Bidders with insufficient internal funds raise external capital to finance M&As: they employ borrowing when their debt capacity is high. They opt for an equity issue when investor sentiment is positive about the firm‟s fundamental value. However, the need of flexibility in managing corporate funds prevents firms with strong growth opportunities from financing the takeover with debt which may create a debt overhang problem and makes them use equity capital instead.Bidders operating in a better corporate governance environment benefit from lower costs of external capital: debt financing is more likely when creditor rights are well protected by law and courts, and the use of equity financing increases.The financing decision is unrelated to agency problems that may be induced by conflicts of interests between the management and shareholders: firms with dispersed ownership structure do not selectively prefer cash and equity financing over borrowing, though this is the least preferred source of financing. Our data do not support the conjectured relationship between the financing choice and the agency problems induced by a conflict of interests between shareholders and creditors. Risky firms have no systematic preferences for equity financing even when debt financing may be less attractive.The takeover financing decisi on is influenced by the bidder‟s strategic preferences for specific types of means of payment. As equity financing of M&As enables the bidder to make a direct equity offer to the target‟s shareholders, the bidder may benefit from sharing the takeover‟s risk with the target‟s incumbent shareholders. The risk-sharing benefits of an equity offer increase with the relative size of the transaction. However, equity financing is less likely when the bidding firm is vulnerable to the threat of a control change. Large shareholders of bidding firms prefer financing with internal funds or debt if an all-equity bid could threaten their control position. In addition, equity financing is less frequent in hostile bids and M&As of unlisted targets; these deals typically involve cash payments financed with internal funds or debt. Our nested logit analysis reveals some factors only influencethe financing choice indirectly, namely when we condition financing on the payment mode.We also document that the financing decision has a significant impact on the value of the bidding firm. Investors take into account the information signalled by the choices of both the payment method and the sources of takeover financing when estimating the possible synergistic value of the takeover at the announcement. A significantly negative price revision following the announcement of a takeover is common for equity paid takeovers and is also observed in any other takeover deals that involve equity financing. The evidence confirms that investors consider equity issues as a signal that the firm‟s shares are overvalued. We also find that acquisitions financed with internally generated funds underperform debt financed deals, which suggests that investors are wary that cash-financed deals. In contrast, debt financing conveys a positive signal to the market that the firm‟s shares are not overvalued and the takeover is expected to be profitable.Answering the question in the title of this paper …What determines the financing decision in corporate takeovers: cost of capital, agency costs or the means of payment?‟, we have found that the financing is in the first instance determined by the cost of capital both at the firm and the regulatory level. Whereas agency costs do not seem to influence the financing decision, the means of payment indirectly does. Bidding firms use the means of payment as a tool to reduce the risks associated with the takeover deal, such as the risk of the target firm‟s misvaluation, the threat of a control change, and the risk of the bid‟s failure. In this paper, we have highlighted that the two decisions in a corporate takeover bid are driven by distinct factors. Judging from the M&A announcement returns, we conclude that, in addition to the means of payment, the way a takeover deal is financed transmits important information to the market about quality of the bidding firm and profitability of the deal.Source:Marina Martynova and Luc Renneboog,2009 “What Determines the Financing Decision in Corporate Takeovers: Cost of Capital,Agency Prbolems, or the Means of Payment?”.Journal of Corporate Finance, V olume 15 Issue 3, pp 290-315.译文：企业并购中融资决策的影响因素：收购成本、代理成本或者支付手段？近几年，过去的文献在公司收购人支付手段的选择上也提供了实证。
企业并购财务风险分析外文文献翻译
企业并购财务风险分析外⽂⽂献翻译⽂献出处：Biao D. Analysis of Financial Risk Prevention in Mergers and Acquisitions[J]. International Business and Management, 2014, 9(2): 138-144.第⼀部分为译⽂，第⼆部分为原⽂。
默认格式：中⽂五号宋体，英⽂五号Times New Roma，⾏间距1.5倍。
企业并购财务风险的预防管理分析摘要：并购被认为是改善企业管理模式，扩⼤企业规模，调整产业结构的有效途径。
这种⽅法在世界各地的每⼀次盛⾏中都受到很多因素的影响，然⽽企业并购在中国的起步较晚。
复杂⽽快速变化的环境使得企业并购具有重⼤风险。
特别是并购流程每⼀步都有严重的财务风险。
并购存在各种财务风险，如果这些风险没有得到有效的解决和控制，任何时候都会导致企业失败。
因此，许多学者和企业家认为兼并和收购的财务风险是最⼤的问题。
本⽂将对并购财务风险提出有效的预防措施，减少财务风险带来的影响，增加并购成功机会，确保企业并购的实施。
关键词：并购，财务风险，因果关系，预防引⾔⾃1897年以来，西⽅资本主义国家的并购遭遇了五次浪潮。
每次并购对企业的结构优化和资源配置都起着重要的作⽤。
中国改⾰开放政策实施后，随着经济全球化的快速发展，并购成为企业扩⼤经营规模，实现国际化的重要途径之⼀。
20世纪80年代中国出现并购，当时并购⾏为在中国企业受到欢迎，尽管许多企业从事并购，但成功案例少。
因为并购⾏为有很多潜在风险，其中包括市场风险，财务风险，法律风险等。
然⽽，财务风险被认为是并购的主要问题。
因此，有必要研究并购和财务风险的内容，了解财务风险的特点及其影响，系统分析财务风险，具体来说，需要研究并购前的⽬标企业的定价风险，并购期间的⽀付风险和财务风险以及并购后的整合风险。
最后，本⽂提出了基于各种风险的预防和控制措施，这是降低财务风险并提⾼并购成功概率的有效途径。
财务报告分析双语(3篇)
第1篇Executive SummaryThis analysis aims to provide a comprehensive overview of the financial performance of XYZ Corporation over the past fiscal year. By examining the financial statements, including the balance sheet, income statement, and cash flow statement, we can gain insights into the company's profitability, liquidity, solvency, and overall financial health. This report will be presented in both English and Chinese, with key findings and conclusions translated for clarity.I. IntroductionXYZ Corporation, a leading company in the technology industry, has released its financial report for the fiscal year ending December 31, 2022. The report provides a detailed account of the company's financial activities, performance, and position during the period. This analysis will focus on the key financial indicators and ratios, highlighting the company's strengths and weaknesses, and offering recommendations for improvement.II. Financial Statements AnalysisA. Balance SheetThe balance sheet provides a snapshot of the company's financialposition at a specific point in time. The following analysis will focus on the key components of the balance sheet:1. Assets: XYZ Corporation's total assets increased by 15% from the previous fiscal year, driven by a 20% growth in current assets and a 10% increase in non-current assets. This indicates that the company has been successful in expanding its asset base.2. Liabilities: The total liabilities of XYZ Corporation also increased by 12%, with current liabilities growing by 15% and non-currentliabilities by 10%. This suggests that the company has taken on additional debt to finance its growth.3. Equity: The equity of XYZ Corporation increased by 18% over thefiscal year, reflecting the company's profitability and reinvestment in the business.B. Income StatementThe income statement shows the company's revenue, expenses, and net income over a specific period. The following points highlight the key aspects of the income statement:1. Revenue: XYZ Corporation's revenue increased by 20% from the previous fiscal year, driven by strong sales in the technology sector.2. Expenses: The company's expenses increased by 15%, with cost of goods sold (COGS) increasing by 18% and selling, general, and administrative expenses (SG&A) increasing by 12%. This indicates that the company has been able to control its cost of goods sold but has experienced some increases in SG&A expenses.3. Net Income: XYZ Corporation's net income increased by 25% over the fiscal year, reflecting the company's strong operational performance.C. Cash Flow StatementThe cash flow statement provides insights into the company's cashinflows and outflows. The following analysis focuses on the key components of the cash flow statement:1. Operating Cash Flow: XYZ Corporation's operating cash flow increased by 30% over the fiscal year, indicating strong cash-generating capabilities.2. Investing Cash Flow: The company's investing cash flow decreased by 5%, primarily due to lower capital expenditures.3. Financing Cash Flow: Financing cash flow increased by 20%, driven by higher dividends paid to shareholders and an increase in long-term debt.III. Financial Ratios AnalysisA. Liquidity Ratios1. Current Ratio: XYZ Corporation's current ratio increased from 1.5 to 1.8, indicating improved short-term liquidity.2. Quick Ratio: The quick ratio improved from 1.2 to 1.5, suggestingthat the company has a strong ability to meet its short-term obligations.B. Solvency Ratios1. Debt-to-Equity Ratio: The debt-to-equity ratio decreased from 1.2 to 1.0, indicating a more conservative financial structure.2. Interest Coverage Ratio: The interest coverage ratio improved from 5.0 to 6.0, reflecting the company's ability to cover its interest expenses.C. Profitability Ratios1. Gross Profit Margin: The gross profit margin remained stable at 40%, indicating efficient cost management.2. Net Profit Margin: The net profit margin increased from 15% to 20%, reflecting the company's improved profitability.IV. ConclusionXYZ Corporation has demonstrated strong financial performance over the past fiscal year, with significant growth in revenue, net income, and operating cash flow. The company's liquidity and solvency ratios are also healthy, indicating a strong financial position. However, there are areas of concern, such as the increase in SG&A expenses and the need to manage long-term debt.V. Recommendations1. Cost Control: XYZ Corporation should focus on managing SG&A expenses to improve profitability.2. Debt Management: The company should consider strategies to manage long-term debt, such as refinancing or paying down existing debt.3. Investment in Research and Development: Investing in research and development can help the company stay competitive in the technology industry.VI. 中文摘要本报告旨在全面分析XYZ公司过去一个财年的财务表现。
企业并购财务风险控制外文文献翻译译文3100字
文献出处: Comell B., Financial risk control of Mergers and Acquisitions [J]. International Review of Business Research Papers, 2014, 7(2): 57-69.原文Financial risk control of Mergers and AcquisitionsComellAbstractM&A plays a significant part in capital operation activities. M&A is not only important way for capital expansion, but also effective method for resource allocation optimization. In the world around, many firms gained high growth and great achievement through M&A transactions. The cases include: the merger between German company Daimler-Benz and U.S. company Chrysler, Wal-Mart’s acquisition for British company ADSA, Exxon’s merger with Mobil and so on.Keywords: Enterprise mergers and acquisitions; Risk identification; Risk control1 Risk in enterprise mergers and acquisitionsMay encounter in the process of merger and acquisition risk: financial risk, asset risk, labor risk, market risk, cultural risk, macro policy risk and risk of laws and regulations, etc.1. 1 Financial riskRefers to the authenticity of corporate financial statements by M&A and M&A enterprises in financing and operating performance after the possible risks. Financial statements is to evaluate and determine the trading price in acquisition of important basis, its authenticity is very important to the whole deal. False statements beautify the financial and operating conditions of the target enterprise, and even the failing companies packing perfectly. Whether the financial statements of the listed companies or unlisted companies generally exists a certain degree of moisture, financial reporting risk reality In addition, the enterprise because of mergers and acquisitions may face risks, such as shortage of funds, a decline in margins has adverse effects on the development of enterprises.1. 2 Asset riskRefers to the assets of the enterprise M&A below its actual value or the assets after the merger failed to play a role of original and the formation of the risk. Enterprise merger and a variety of strategies, some of them are in order to obtain resources. In fact, enterprise asset accounts consistent with actual situation whether how much has the can be converted into cash, inventory, assets assessment is accurate and reliable, the ownership of the intangible assets is controversial, the assets disposal before delivery will be significantly less than the assets of the buyer to get the value of the contract. Because of the uncertainty of the merger and acquisition of asset quality at the same time, also may affect its role in buying businesses.1. 3 Labor riskRefers to the human resources of the enterprise merger and acquisition conditions affect purchase enterprise. Surplus staff and workers of the target enterprise burden is overweight, on-the-job worker technical proficiency, ability to accept new technology and the key positions of the worker will leave after the merger, etc., are the important factors influencing the expected cost of production.1. 4 Market riskRefers to the enterprise merger is completed, the change of the market risk to the enterprise. One of the purposes of mergers and acquisitions may be to take advantage of the original supply and marketing channels of the target enterprise save new investment enterprise develop the market. Under the condition of market economy, the enterprise reliance on market is more and more big, the original target enterprise the possibility of the scope of supply and marketing channels and to retain, will affect the expected profit of the target enterprise. From another point of view, the lack of a harmonious customer relationship, at least to a certain extent, increase the target enterprise mergers and acquisitions after the start-up capital.1. 5 Culture riskRefers to whether the two enterprise culture fusion to the risks of mergers and acquisitions, two broad and deep resources, structure integration between enterprises, inevitably touches the concept of corporate culture collision, due to incompleteinformation or different regions, and may not be able to organizational culture of the target enterprise become the consensus of the right. If the culture between two enterprises cannot unite, members will make the enterprise loss of cultural uncertainty, which generates the fuzziness and reduce dependence on enterprise, ultimately affect the realization of the expected values of M&A enterprises.2 Financial risk of M&AHowever, there are even more unsuccessful M&A transactions behind these exciting and successful ones. A study shows that 1200 Standard & Poor companies have been conducting frequent M&A transactions in recent years, but almost 70%cases ended up as failures.There are various factors that lead to the failures of M&A transactions, such as strategy, culture and finance, among which the financial factor is the key one. The success or failure of the M&A transactions largely depends upon the effectiveness of financial control activities during the process. Among the books talking about M&A, however, most focus on successful experience but few on lessons drawn from unsuccessful ones; most concentrate on financial evaluation methods but few on financial risk control. Therefore, the innovations of this thesis lie in: the author does not just talk about financial control in general terms, but rather specify the unique financial risks during each step of M&A transaction; the author digs into the factors inducing each type of risks, and then proposes feasible measures for risk prevention and control, based on the financial accounting practices, and the combination of international experience and national conditions.The thesis develops into 3 chapters. Chapter 1 defines “M&A” and several related words, and then looks back on the five M&A waves in western history. Chapter 2 talks about 3 types of financial risks during M&A process and digs into factors inducing each type of risks. Chapter 3 proposes feasible measures for risk prevention and control. At the beginning of chapter 1, the author defines M&A as follows: an advanced form of property right transaction, such as one company (firm) acquires one or more companies (firms), or two or more companies (firms) merge as one company (firm). The aim of M&A transaction is to control the property andbusiness of the other company, by purchasing all or part of its property (asset). In the following paragraph, the thesis compares and contrasts several related words with “M&A”, which are merger, acquisition, consolidation and takeover.In the chapter 1, the author also introduces the five M&A waves in western history. Such waves dramatically changed the outlook of world economy, by making many small and middle-sized companies to become multinational corporations. Therefore, a close look at this period of time would have constructive influence on our view with the emergence and development of M&A transactions. After a comprehensive survey of M&A history, we find that, with the capitalism development, M&A transactions presented diverse features and applied quite different means of financing and payment, ranging from cash, stock to leveraged buyout. Chapter 2 primarily discusses the different types of financial risks during M&A, as well as factors inducing such risks.According to the definition given by the thesis, financial risks during M&A are the possibilities of financial distress or financial loss as a result of decision-making activities, including pricing, financing and payment.Based on the M&A transaction process, financial risks can be grouped into 3 categories: decision-making risks before M&A (Strategic risk), implementation risks during M&A (Evaluation risk, financing risk and payment risk) and integration risks after M&A. Main tasks and characteristics in each step of M&A transaction are different, as well as the risk-driven factors, which interrelate and act upon each other. Considering limited space, the author mainly discusses target evaluation risk, financing and payment risk, and integration risk. In chapter 2, the thesis quotes several unsuccessful M&A cases to illustrate 3 different types of financial risks and risk-driven factors. Target evaluation risk is defined as possible financial loss incurred by acquirer as a result of target evaluation deviation. Target evaluation risk may be caused by: the acquirer’s expectation deviation for the future value and time of target’s revenue, pitfalls of financial statements, distortion of target’s stock price, the deviation of evaluation methods, as well as backward intermediaries. Financing and payment risks mainly reflect in: liquidity risk, credit risk caused by deterioratedcapital structure, financial gearing-induced solvency risk, dilution of EPS and control rights, etc.Integration risks most often present as: financial institution risk, capital management risk and financial entity risk. Chapter 3 concludes characters of financial risks that mentioned above, and then proposes detailed measures for preventing and controlling financial risks. Financial risks during M&A are comprehensive, interrelated, preventable, and dynamic. Therefore, the company should have a whole picture of these risks, and take proactive measures to control them.As for target evaluation risk control, the thesis suggests that (1) Improve information quality, more specifically, conduct financial due diligence so as to have comprehensive knowledge about the target; properly use financial statements; pay close attention to off-balance sheet resource. (2) Choose appropriate evaluation methods according to different situations, by combining other methods to improve the evaluation accuracy. Meanwhile, the author points out that, in practice the evaluation method is only a reference for price negotiation. The target price is determined by the bargaining power of both sides, and influenced by a wealth of factors such as expectation, strategic plan, and exchange rate.In view of financing and payment risk control, the author conducts thorough analysis for pros and cons of different means of financing and payment. Then the author proposes feasible measures such as issuing convertible bonds and commercial paper, considering specific conditions. To control integration risk, the author suggests start with the integration of financial strategy, the integration of financial institution, the integration of accounting system, the integration of asset and liability, and the integration of performance evaluation system. Specific measures include: the acquirer appoints person to be responsible for target’s finance; the acquirer conducts stringent property control over target’s operation; the acquirer conducts comprehensive budgeting, dynamic prevision and internal auditing.3 ConclusionsAt the end of the thesis, the author points out that many aspects still worth further investigation. For instance, this thesis mainly concentrates on qualitativeanalysis, so it would be better if quantitative analysis were introduced. Besides, the thesis can be more complete by introducing financial risk forecast model.译文企业并购中的财务风险控制作者：康奈尔摘要企业并购是资本营运活动的重要组成部分，是企业资本扩张的重要手段，也是实现资源优化配置的有效方式。
财务报表分析中英文对照外文翻译文献
文献信息文献标题: The Need Of Financial Statement Analysis In A Firm or0 rgnization(企业或机构财务报表分析的必要性)国外作者: Suneetha G 文献出处:《International Journal of Science Engineering and Advancel Technology (.JSEAT)) 2017, 5(6): 731-735字数统计:2541单词,15110字符;中文4377汉字外文文献:The Need Of Financial Statement AnalysisIn A Firm Or An Orgnization Abstract Financial statement analysis play a dominate role in setting the frame watt of managerial decisions through analysis and interpretation of financial statement This paper discusses about financial , strength and weakness of the company by properly establishing relationship between the items of balance shed and profit and loss account. In order to judge the profitability and financial soundness of the company horizontal, and vertical analyze or done. The various technique used in analyzing financial statement included 'comparative statement, common size statement, trend analysis and ratio analysis. The results suggest that the ratio approach is a highly useful tool in financial statement analysis, especially when a set of ratios is used to evaluate a firm's performanceKey words: Financial statement analysis, to evaluate a firm's performance Comparative statement. Common size statement, trend analysis and ratio analysis1 Introductionhe basis for financial analysis planning and decision making is financiainformation/a business firm has to prepares its financial accounts viz.. balance sheet profit and loss account which provides useful financial information for the purpose of decision making Financial information is needed to predict. Compare and evaluate the fin's earnings ability. The formers statements viz. profit and loss account shows that operating activities of the concern and the later balance sheet depicts the balance value of the acquired assets and of liabilities at a particular point of time. However these statements don't disclose all of the necessary for ascertaining the financial strengths and weaknesses of an enterprise. it is necessary to analyze the data depicted n the financial statements. The finance manager has certain analytical tools which helps is financial analysis and planning. [Doron nissim, stephen h. Penman, (2003) Financialstatement Analysis of Leverage and How it Informs About Profitability and Price-to-book Ratios. Survey of Accounting Studies. Kluwer Academic PublishersAs per examine by Dissim. StephePenman' on Financia proclamation investigation of Leverage and how it illuminates about gainfulness and cost to book proportions, money related explanation examination that recognizes use that emerges in financing exercises from use that emerges in operations. The examination yields two utilizing conditions. one for getting to back operations and one for obtaining over the span of operations. This examination demonstrates that the budgetary explanation investigation clarifies cross-sectional contrasts in present and future rates of return and additionally cost to-snare proportions, which depend onexpected rates of profit for value. This investigation helps in understandorkins influence contrasts in productivity in the cross-areas. changes in future productivity from current benefit and legally binding working liabilities from evaluated liabilities Yating Van, HW. Chuang, (2010) Financial Ratio Adjustment Process: Evidence from Taiwan and North America, ISSN 1450-2887 Issue 43 (2010)0 Euro Journa Publishing Inc. 20102. Financial statements analysisprocess of identifying the financial strengths and weaknesses of a firm from the available accounting data and financial statements. The analysis is done by properly establishing the relationship between the items of balance sheet and profitnd loss account. The first task of the financial analyst is to determine the information relevant the decision under consideration from the total information contained in financial statement. The second step is to arrange information in a way to highlightsignificant relationships. The final step is interpretation and drawing of infed conclusions. Thus financial analysis is the process of selection, relating and evaluation of the accounting data or informationPurpose of financial statements analysis Financial statements analysis is the meaningful interpretation of 'financial statements for panics demanding financial information. It is not necessary for the proprietors alone. In general, the purpose of financial statements analysis is to aidmaking between the users of accounts To evaluate past performance and financial position To predict future performance Tools and techniques of financial analysis Comparative balance sheet common size balance shee Trend analysis Ratio analysis Comparative balance sheet Comparative financial statements is a statement of the financial position of a business so designed as to facilitate comparison of different accounting variables for drawing useful inferences. Financial statements of two or more business enter prices may be compared over period of years. This is known as inter firm comparison Financial statements of the particular business enter pries may be compared over two periods of years. This is known inter period comparisonCommon size statements It facilities the comparison of two or more business entities with a commonbase .in case of balance sheet, total assets or liabilities or capital can be taken ascommon base. These statements are called common measurements or components percentage or 100 percent statements. Since each statement is representated as a %ofthe total of 100 which in variably serves as the baseIn this manner the announcements arranged to draw out the proportion of every benefit of risk to the aggregate of the monetary record and the proportion of every thing of cost or incomes to net deals known as the basic size articulationsPattern investigation Even examination of money related explanations can likewise be completed by figuring pattern rates. Pattern rate expresses quite a long while's budgetary formation as far as a base year. The base year rises to 100 % with every single other year expressed in some rate of this baseProportion investigation Proportion investigation is the technique or process by which the relationship of things or gatherings of things in the budgetary proclamations are registered. decided and introduced. Proportion investigation is an endeavor to determine quantitative measures or aides concerning the money related wellbeing and benefit of the business nture. Proportion investigation can be utilized both in pattern and static examinationhere are a few proportions at the examiner yet the gathering of proportions he wouincline toward relies upon the reason and the destinations of the investigationBookkeeping proportions are viable apparatuses of examination; they are pointers of administrative and over all operational productivity. Proportions, when appropriately utilized are fit for giving valuable data. proportion examination characterized as the deliberate utilization of proportions to decipher the money related explanations with the goal that the qualities and shortcomings of a firm and in addition its chronicled execution and current monetary condition can be resolved the term proportion alludes to the numerical or quantitative connection between things factors this relationship can be communicated as (Fraction (2)Percentages (3)Proportion of numbers These option strategies for communicating things which are identified with eacstigation,examination. It ought to be seen that processing the proportion does not include data in the figures of benefit or deals. What the proportions do is that they uncover the relationship in a more important manner in order to empower us to reach inferences from th As indicated by look into by the Yating yang and 11. W. Chuang. on 'Monetary Ratio Adjustment Process: Evidence from Taiwan and North America. measurable legitimacy of the proportion strategy in monetary articulation examination is researched. The outcomes hence recommend that the proportion approach is a valuable instrument in monetary explanation investigation, particularly when an arrangement of proportions is utilized to assess an association's execution. The straightforwardness of this strategy additionally underpins the utilization of proportions in money related basic leadership3.Money related proportions in perspective of GAAGAAP is the arrangement of standard systems for recording business exchanges and detailing accounting report passages. The components of GAAP incorporatethings onetaryd. and how to ascertain exceptional offer estimations. The models fused into (MAP give general consistency in assumes that are thusly used to ascertain imperative money related proportions that financial specialists and investigators use to assess the organization. Indeed, even agreeable monetary records can be trying to unravel, yet without a framework characterizing every class of section, corporate money related articulations would be basically dark and uselessThere are seven fundamental rule that guide the foundation of the Generall Accepted Accounting Principles. The standards of normality, consistency, perpetuality and genuineness go towardsurging organizations to utilize the legitimate bookkeeping hones quarter after quarter in a decent confidence push to demonstrate the genuine money related state of the organization. None remuneration judiciousness and progression build up rules for how to set up a monetary record, by and large to report the budgetary status of the organization as it is without treatin resources in irregular ways that distort the operations of the organization just to balance different sections. The rule of periodicity basic implies that salary to be gotten extra time ought to be recorded as it is booked to be gotten, not in a singular amountThe brought together arrangement of bookkeeping in this manner has various advantages. Not exclusively does it give a specific level of straightforwardness into an organization's funds. it likewise makes for generally simple examinations between organizations. Subsequently, GAAPempowers venture by helping financial specialists pick shrewdly. GAAP gives America organizations preference over remote ones where financial specialists, unless they have a cozy comprehension of the business may have a great deal more trouble figuring the potential dangers and prizes of a venture. GAAP applies to U.S.-based enterprises just, however every other real nation has bookkeeping measures set up for their local organizations. Now and again remote bookkeeping is genuinely like U.S. GAAP, changing in just minor and fectively represented ways. In different cases, the models change fundamentally aking direct examinations questionable, best case scenarioAdvantages and Limitations of Financial Ratio Analysis Financial ratio analysis is a useful tool for users of financial statement. It hasFocal pointselated proclamations It helps in contrasting organizations of various size and each other. It helps in drift examination which includes looking at a solitary organization over a period It highlights imperative data in basic frame rapidly. A client can judge an organization by simply taking a gander at few number as opposed to perusing of the entire monetary explanationsRestrictions Regardless of convenience, finance.ial proportion examination has a few burdens Some key faults of budgetary proportion examination areDifferent organizations work in various enterprises each having distinctive natural conditions, for example, control, showcase structure, and so on. Such factors curve so huge that a correlation of two organizations from various ventures may beecelvilFinancial bookkeeping data is influenced by assessments and presumptions Bookkeeping principles permit diverse bookkeeping arrangements, which disables likeness and subsequently proportion examination is less helpful in suchcircumstancesRatio investigation clarifies connections between past data while clients are more worried about present and future datThe investigation helps for breaking down the alteration procedure of moneelated proportionsmodel states three impacts which circular segment an association's interior impact, expansive impact, and key administration. It encourages(That a company's budgetary proportions reflect unforeseen changes in the business(2)Active endeavors to accomplish the coveted focus by administration and (3)An individual association's money related proportion developmentMonetary proclamations investigation is the way toward looking at connections among components of the organization's "bookkeeping articulations" or money related explanations (accounting report, salary articulation. proclamation of income and the announcement of held profit) and making correlations with pertinent data. It is a significant instrument utilized by financial specialists. leasers, monetary investigators proprietors. administrators and others in their basic leadership handle The most well known sorts of money related explanations examination curveHorizontal Analysis: monetary data are thought about for at least two years for a solitary organizationVertical anaery thing on a solitary monetary explanation is figured as a rate of an aggregate for a solitary organizationRatio Analysis: analyze things on a solitary budgetary articulation or look at the connections between things on two monetary proclamationsMoney related proportions examination is the most widely recognized type o budgetary explanations investigation. Monetary proportions delineate connections between various parts of an organization's operations and give relative measures of the company's conditions and execution. Monetary proportions may give intimationsand side effects of the money related condition and signs of potential issue regionsby and large holds no importance unless they are looked at against something else, as past execution, another organization/contender or industry normal. In this way, the proportions of firms in various enterprises, which confront distinctive conditions, are generally difficult to analyzeMoney related proportions can be a critical instrument for entrepreneurs and dministrators to gauge their advance toward achieving organization objectives, an toward contending with bigger organizations inside an industry; likewise, followin different proportions after some time is an intense approach to recognize patterns Proportion examination, when performed routinely after some time, can likewise give assistance independent ventures perceive and adjust to patterns influencing their operationsMoney related proportions are additionally utilized by financiers. Speculators and business experts to survey different traits of an organization's monetary quality or working outcomes, this is another motivation behind why entrepreneurs need to comprehend money related proportions in light of the fact that, all the time, a business' capacity to get financing or value financing will rely upon the organization's budgetary proportions. Money related proportions are ordered by the monetary part of he business which the proportion measures. Liquidity proportions look at the ccessibility of organization's money to pay obligation. Productivity proportions measure the organization's utilization of its benefits and control of its costs to create a satisfactory rate of return. Use proportions look at the organization's techniques for financing and measure its capacity to meet budgetary commitments. Productivity proportions measure how rapidly a firm changes over non-money resources for money resources. Market proportions measure financial specialist reaction to owning an organization's stock and furthermore the cost of issuing stockProportion Analysis is a type of Financial Statement Analysis that is utilized acquire a snappy sign of an association's money related execution in a few key territories. Proportion investigation is utilized to assess connections among money related proclamation things. The proportions are utilized to distinguish inclines after some time for one organization or to look at least two organizations at one point in ime. Money related explanation proportion investigation concentrates on three key parts of a business: liquidity, benefit, and dissolvability The proportions are sorted as Short-term Solvency Ratios, Debt MaRatios and Asset management Ratios. Productivity Ratios, and Market Value ratios Proportion Analysis as an instrument has a few vital elements. The information, which are given by budgetary proclamations. are promptly accessible. The calculation of proportions encourages the examination of firms which contrast in measure oportions can be utilized to contrast anassociation's money related execution and industry midpoints. What's more, proportions can be utilized as a part of a type of ttern investigation to recognize zones where execution has enhanced or crumbled after some time. Since Ratio Analysis depends on bookkeeping data, its adequacy is restricted by the bends which emerge in budgetary explanations because of such things as Historical Cost Accounting and swelling. Thusly, Ratio Analysis should just be utilized as an initial phase in money related examination, to get a snappy sign of an association's execution and to distinguish territories which should be explored further.中文译文:企业或机构财务报表分析的必要性摘要财务报表分析在制定管理决策框架方面起着主导作用,其方法是通过对财务报表进行分析和解释。
企业并购财务报表分析外文文献翻译
文献信息：文献标题：Enterprise merger and acquisition analysis of financial statements（企业并购财务报表分析）国外作者：James C.Van Horne文献出处：《The modern enterprise financial management》字数统计：英文2907单词，14875字符；中文4855汉字外文文献：Enterprise merger and acquisition analysis of financialstatementsCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.We need to use financial ratios in analyzing financial statements.——The analysis of comparative financial statements cannot be made really effective unless it takes the form of a study of relationships between items in the statements. It is of little value, for example, to know that, on a given date, the Smith Company has a cash balance of $1oooo. But suppose we know that this balance is only -IV per cent of all current liabilities whereas a year ago cash was 25 per cent of all current liabilities. Since the bankers for the company usually require a cash balance against bank lines, used or unused, of 20 per cent, we can see at once that the firm's cash condition isexhibiting a questionable tendency.Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.To obtain tax benefits. M & A business process can make use of deferred tax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spending is divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.M & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.We may make comparisons between items in the comparative financial statements as follows:1. Between items in the comparative balance sheeta) Between items in the balance sheet for one date, e.g., cash may be compared with current liabilitiesb) Between an item in the balance sheet for one date and the same item in the balance sheet for another date, e.g., cash today may be compared with cash a year agoc) Of ratios, or mathematical proportions, between two items in the balance sheet for one date and a like ratio in the balance sheet for another date, e.g., the ratio of cash to current liabilities today may be compared with a like ratio a year ago and the trendof cash condition noted2. Between items in the comparative statement of income and expensea) Between items in the statement for a given periodb) Between one item in this period's statement and the same item in last period's statementc) Of ratios between items in this period's statement and similar ratios in last period's statement3. Between items in the comparative balance sheet and items in the comparative statement of income and expensea) Between items in these statements for a given period, e.g., net profit for this year may be calculated as a percentage of net worth for this yearb) Of ratios between items in the two statements for a period of years, e.g., the ratio of net profit to net worth this year may-be compared with like ratios for last year, and for the years preceding thatOur comparative analysis will gain in significance if we take the foregoing comparisons or ratios and; in turn, compare them with:1.Such data as are absent from the comparative statements but are of importance in judging a concern's financial history and condition, for example, the stage of the business cycle2.Similar ratios derived from analysis of the comparative statements of competing concerns or of concerns in similar lines of business What financial ratios are used in analyzing financial statements.- Comparative analysis of comparative financial statements may be expressed by mathematical ratios between the items compared, for example, a concern's cash position may be tested by dividing the item of cash by the total of current liability items and using the quotient to express the result of the test. Each ratio may be expressed in two ways, for example, the ratio of sales to fixed assets may be expressed as the ratio of fixed assets to sales. We shall express each ratio in such a way that increases from period to period will be favorable and decreases unfavorable to financial condition.We shall use the following financial ratios in analyzing comparative financialstatements:I. Working-capital ratios1. The ratio of current assets to current liabilities2. The ratio of cash to total current liabilities3. The ratio of cash, salable securities, notes and accounts receivable to total current liabilities4. The ratio of sales to receivables, i.e., the turnover of receivables5. The ratio of cost of goods sold to merchandise inventory, i.e., the turnover of inventory6. The ratio of accounts receivable to notes receivable7. The ratio of receivables to inventory8. The ratio of net working capital to inventory9. The ratio of notes payable to accounts payable10. The ratio of inventory to accounts payableII. Fixed and intangible capital ratios1. The ratio of sales to fixed assets, i.e., the turnover of fixed capital2. The ratio of sales to intangible assets, i.e., the turnover of intangibles3. The ratio of annual depreciation and obsolescence charges to the assets against which depreciation is written off4. The ratio of net worth to fixed assetsIII. Capitalization ratios1. The ratio of net worth to debt.2. The ratio of capital stock to total capitalization .3. The ratio of fixed assets to funded debtIV. Income and expense ratios1. The ratio of net operating profit to sales2. The ratio of net operating profit to total capital3. The ratio of sales to operating costs and expenses4. The ratio of net profit to sales5. The ratio of net profit to net worth6. The ratio of sales to financial expenses7. The ratio of borrowed capital to capital costs8. The ratio of income on investments to investments9. The ratio of non-operating income to net operating profit10. The ratio of net operating profit to non-operating expense11. The ratio of net profit to capital stock12. The ratio of net profit reinvested to total net profit available for dividends on common stock13. The ratio of profit available for interest to interest expensesThis classification of financial ratios is permanent not exhaustive. -Other ratios may be used for purposes later indicated. Furthermore, some of the ratios reflect the efficiency with which a business has used its capital while others reflect efficiency in financing capital needs. The ratios of sales to receivables, inventory, fixed and intangible capital; the ratios of net operating profit to total capital and to sales; and the ratios of sales to operating costs and expenses reflect efficiency in the use of capital.' Most of the other ratios reflect financial efficiency.Are the statements adequate in general?-Before attempting comparative analysis of given financial statements we wish to be sure that the statements are reasonably adequate for the purpose. They should, of course, be as complete as possible. They should also be of recent date. If not, their use must be limited to the period which they cover. Conclusions concerning 1923 conditions cannot safely be based upon 1921 statements.Does the comparative balance sheet reflect a seasonable situation? If so, it is important to know financial conditions at both the high and low points of the season. We must avoid unduly favorable judgment of the business at the low point when assets are very liquid and debt is low, and unduly unfavorable judgment at the high point when assets are less liquid and debt likely to be relatively high.Does the balance sheet for any date reflect the estimated financial condition after the sale of a proposed new issue of securities? If so, in order to ascertain the actual financial condition at that date it is necessary to subtract the amount of thesecurity issue from net worth, if the. issue is of stock, or from liabilities, if bonds are to be sold. A like amount must also be subtracted from assets or liabilities depending upon how the estimated proceeds of the issue are reflected in the statement.Are the statements audited or unaudited? It is often said that audited statements, that is, complete audits rather than statements "rubber stamped" by certified public accountants, are desirable when they can be obtained. This is true, but the statement analyst should be certain that the given auditing film's reputation is beyond reproach.Is working-capital situation favorable ?-If the comparative statements to be analyzed are reasonably adequate for the purpose, the next step is to analyze the concern's working-capital trend and position. We may begin by ascertaining the ratio of current assets to current liabilities. This ratio affords-a test of the concern's probable ability to pay current obligations without impairing its net working capital. It is, in part, a measure of ability to borrow additional working capital or to renew short-term loans without difficulty. The larger the excess of current assets over current liabilities the smaller the risk of loss to short-term creditors and the better the credit of the business, other things being equal. A ratio of two dollars of current assets to one dollar of current liabilities is the "rule-of-thumb" ratio generally considered satisfactory, assuming all current assets are conservatively valued and all current liabilities revealed.The rule-of-thumb current ratio is not a satisfactory test of working-capital position and trend. A current ratio of less than two dollars for one dollar may be adequate, or a current ratio of more than two dollars for one dollar may be inadequate. It depends, for one thing, upon the liquidity of the current assets.The liquidity of current assets varies with cash position.-The larger the proportion of current assets in the form of cash the more liquid are the current assets as a whole. Generally speaking, cash should equal at least 20 per cent of total current liabilities (divide cash by total current liabilities). Bankers typically require a concern to maintain bank balances equal to 20 per cent of credit lines whether used or unused. Open-credit lines are not shown on the balance sheet, hence the total of current liabilities (instead of notes payable to banks) is used in testing cash position. Like thetwo-for-one current ratio, the 20 per cent cash ratio is more or less a rule-of-thumb standard.The cash balance that will be satisfactory depends upon terms of sale, terms of purchase, and upon inventory turnover. A firm selling goods for cash will find cash inflow more nearly meeting cash outflow than will a firm selling goods on credit. A business which pays cash for all purchases will need more ready money than one which buys on long terms of credit. The more rapidly the inventory is sold the more nearly will cash inflow equal cash outflow, other things equal.Needs for cash balances will be affected by the stage of the business cycle. Heavy cash balances help to sustain bank credit and pay expenses when a period of liquidation and depression depletes working capital and brings a slump in sales. The greater the effects of changes in the cycle upon a given concern the more thought the financial executive will need to give to the size of his cash balances.Differences in financial policies between different concerns will affect the size of cash balances carried. One concern may deem it good policy to carry as many open-bank lines as it can get, while another may carry only enough lines to meet reasonably certain needs for loans. The cash balance of the first firm is likely to be much larger than that of the second firm.The liquidity of current assets varies with ability to meet "acid test."- Liquidity of current assets varies with the ratio of cash, salable securities, notes and accounts receivable (less adequate reserves for bad debts), to total current liabilities (divide the total of the first four items by total current liabilities). This is the so-called "acid test" of the liquidity of current condition. A ratio of I: I is considered satisfactory since current liabilities can readily be paid and creditors risk nothing on the uncertain values of merchandise inventory. A less than 1:1 ratio may be adequate if receivables are quickly collected and if inventory is readily and quickly sold, that is, if its turnover is rapid andif the risks of changes in price are small.The liquidity of current assets varies with liquidity of receivables. This may be ascertained by dividing annual sales by average receivables or by receivables at the close of the year unless at that date receivables do not represent the normal amount ofcredit extended to customers. Terms of sale must be considered in judging the turnover of receivables. For example, if sales for the year are $1,200,000 and average receivables amount to $100,000, the turnover of receivables is $1,200,000/$100,000=12. Now, if credit terms to customers are net in thirty days we can see that receivables are paid promptly. Consideration should also be given market conditions and the stage of the business cycle. Terms of credit are usually longer in farming sections than in industrial centers. Collections are good in prosperous times but slow in periods of crisis and liquidation.Trends in the liquidity of receivables will also be reflected in the ratio of accounts receivable to notes receivable, in cases where goods are typically sold on open account. A decline in this ratio may indicate a lowering of credit standards since notes receivable are usually given to close overdue open accounts. If possible, a schedule of receivables should be obtained showing those not due, due, and past due thirty, sixty, and ninety days. Such a, schedule is of value in showing the efficiency of credits and collections and in explaining the trend in turnover of receivables. The more rapid the turnover of receivables the smaller the risk of loss from bad debts; the greater the savings of interest on the capital invested in receivables, and the higher the profit on total capital, other things being equal.中文译文：企业并购财务报表分析企业并购已成为企业资本运营的一种主要形式。
中国企业跨国并购的财务风险(论文外文文献翻译).docx
中国企业跨国并购的财务风险(论文外文文献翻译)Financial Risks of Chinese Enterprises’ Cross-Border Mergers and AcquisitionsAbstractWith overall strength of Chinese enterprises and national going out strategy, cross-border M & As initiated by Chinese enterprises have been booming. However, compared with developed countries, Chinese enterprises started their M & As late and lacked experience and professionals. As a result, Chinese enterprises faced with numerous risks in cross-border M & As, especially with the financial risks. This paper, based on the analysis of Chinese enterprises’ cros s-border M & As cases in recent years, explained how the financial risks formed and finally came up with efficacious precautionary measures.Key words: Chinese enterprise; M & As; Financial; risks1. OVERVIEW OF FINANCIAL RISKS OF CROSS-BORDER M & ASFinancial risks refer to the reimbursement risks and change of returns to shareholders triggered by financing decision in the proce ss of enterprises’ cross-border mergers and acquisitions (abbr. M & As). Enterprises often go through three phases—valuation, financing, and payment—in the process of cross-border M & As. Based on valuation, financing, and payment, decisions affect enterprises’ assets struct ure and even their solvency and returns to their shareholders. In addition, cross-border M& As use an international currency for most countries.Change in exchange rates affects corporate earnings, as well a s shareholders’ ret urns. Therefore, there are four main types of financial risks: valuation risk, financing risk, payment risk, and exchange rate risk.2. STATUS OF CHINESE ENTERPRISES’ CROSS-BORDER M & ASCombining with going out strategy, Chinese enterprises upgrade their strength and participate in the context of economic globalization. Chinese enterprises begin to go abroad, merging and acquiring foreign ones. Although Chinese enterprises’ cross-border M & As started late, China has become the world’s fifth cross-border acquiring power in 2009.Status of Chinese enterprises’ cross-border M & As is as follows:2.1 Increases in the Number and Scale of M & AsIn the year of 2008, Chinese companies completed only 30 cases of cross-border M & As, costing less than $ 9 billion. In the year of 2013, Chinese companies completed 99 cross-border M & A, amounting to $ 38.5 billion. The number of M & As doubled, while the total amount grew more than three times.2.2 Large State-Owned Enterprises as M & As SubjectCompared with private enterprises, large state-owned enterprises have more their own capital. It is easy for them to get loans and finance, so Chinese cross-border M & As are mostly done by large state-owned enterprises. On the Summer Davos Forum in 2013, An drew, Global Chairman of KPMG International, pointed out that 86% of the China’s foreign investment came from China’sstate-owned enterprises. By far in China, the largest cross-border M & As was initiated by China’s state-owned enterprises CNOOC. On February 27, 2013, CNOOC successfully acquired Nexen Corp., a Canadian company, by spending $ 15.1 billion.2.3 Cash as the Main Form of PaymentChina’s market economy status has not been recognized by all countries, and, to a certain extent, Chinese enterprises are discriminated in cross-border M & As. In addition, China’s financial market is not perfect. In order to gain direct control of the acquired enterprises, Chinese enterprises mostly pay by cash. According to Bloomberg, 79.4% of China’s cross-border M & As made their payment by cash, 3.3% by stock, and only 1.18% by other mode.2.4 Increased Impact of Exchange Rate on M & AsBefore the year of 2012, the floating range of RMB against U.S. dollar was only 0.5%. Since 2012, China’s central bank adjusted the floating range of RMB against U.S. dollar to 1%, and on March 15, 2014, extended it to 2%. Compared to the previous fixed exchange rate, the change of exchange rate significantly increased, which made the Chinese enterprises begin to consider the impact of exchange rate change on acquisition costs in their M & As.3. FINANCIAL RISKS FACED WITHCHINESE ENTERPRISES IN CROSSBORDER M & AS Chinese enterprises began to participate in cross-border M & As actively only in the past ten years. The lack ofexperience made it difficult to accurately value the target enterprises. China’s financial market is not mature, it is difficult for Chinese enterprises to finance and choose payment mode. At the same time, the international financial market fluctuates, and RMB is not an international monetary. Cross-border M & As is done by dollar or euro, which brings risks to Chinese cross-border M & As.3.1 The Valuation RiskDetermination of the transaction price of M & As is actually a game playing by initiators and targets of M & As. Under normal circumstances, the initiators can not fully grasp the information of target corporations, so it is difficult to estimate accurately. In general, valuation price will be higher than the actual value of the target enterprise. Overvalued price causes the main type of financial risk faced with the cross-border M & As performing by Chinese enterprises. This risk is reflected in a series of cases, such as TCL and Thomson M & A, China Investment Corporation’s investment in Blackstone USA, acquisition of United Commercial Bank (UCB) by China Minsheng Bank (CMB).Take the failure of acquisition of UCB by CMB as an example. After the outbreak of the subprime crisis in American, western banks were shrinking. The CMB decided to merge the UCB in the United States. CMB injected funds to UCB twice in 2008. After the first injection, the bank’s market value shrank by 70%. CMB didn’t take this as a sign of warning, it injected again after that. Until September, 2009, financial investors suddenly announced the existence financial concealment by UCB, and in November UCB was permanently closed. In the process of M & As, CMB overvalued UCB and eventually increased the loss.How much information about target enterprises that acquirers get is vital to evaluation. Even if acquirers get enough information, it is so subjective to calculate target enterprises’ real value. In the CMB M & A case, there existed big difference between subjective evaluation and real value of UCB. After the first injection of capital, the biggest mistake for CMB was that it took the devaluation of UCB’s stock as an opportunity of another capital injection instead of warning.3.2 Financing RiskFinancing decision plays a vital role in the M & As. It is the foundation of pricing decision and also the condition of payment decision. The major financing channels used by enterprises in their cross-border M & As are their own funds, stock financing, and bank loans. At present, Chinese enterprises mostly use their own funds in acquisitions, resulting in increasing financial problems.In the case of acquisition of Alcatel by TCL in the year of 2004, the significant adverseeffect on TCL was due to bad financing decisions in M & As. In 2003 TCL’s annual profit was only about CNY ¥560 million, while Alcater’s amount of loss on TV sets and DVDs was as high as €120.TCL did not achieve profitability immediately after M & As. TCL not only was unable to repay debt generated from acquisition financing, but also increased the new debt. After that, TCL’s financial risks continued to expand.Financing risk is composed of two parts, one is the environmental risk of financing, and the other is the debt risk of financing. Environmental risk of financing associates with the country’s macroenvironment and the maturity of its financial markets, that is, the more capital markets are developed, the better the macroenvironment is; the more financing instrument may be used, the more acquirers can get financing with less cost. Debt risk of financing is related to the structure of repayment period. Although, as a whole, macroeconomic environment is well in China, the financial markets are not mature, and furthermore, unreasonable repayment structure will bring financing risk to acquirers.3.3 Payment RiskPayment decision is based on valuation decision and financing decision. At present there are mainly three kinds of payment mode: cash payment, equity payment, and leverage payment. Chinese enterprises generally use cash payment, which is the most risky one in their cross-border M & As. This payment mode can effectively help enterprises obtain the control of target enterprises successfully, but it increases financial pressure and the debt burden of Chinese enterprises, which easily leads them to liquidity risk and financial difficulties.In the case of acquisition of Fortis Group Belgium by Ping An Insurance (Group) Company of China, Ltd. (Ping An), from 2007 to 2008, Ping An bought Fortis’s stocks three times from secondary markets, accounting for 4.99% of the total shares, becoming the largest shareholder of Fortis Group. However, by 2008 November, Fortis’s share price fell 96% cumulatively, and Ping An suffered huge losses. In order to make cash payment in the secondary markets to get Fortis shares, Ping An published additionalits own shares and also increased debt. As a result of this M & A, Ping An’s financial risk was increased; the ratio of assets and liabilities was as high as 88.47% in 2008.China’s financial market established late, and is in a progressive stage of development. In immature financial markets, there are limited financing instruments that can be used for acquirers. Most of the capital comes from acquirers’ own capital, bank loans, or government grants. The use of their own capital takes up a lot of corporate liquidity, weakening the ability of dealing with emergencies with their liquid capital. For bank loans, in the immature capital markets, banks monopolize capital, ask for monopolized profits,and may have rent-seeking behavior. As a result, enterprises get bank loans only after paying for large cost. Government grants usually support specific industries and the related audit procedures are very complicated. Even if the companies were in the field of government subsidized industry, they might miss opportunities to complete M & A due to complicated procedures and lengthy audit.3.4 Exchange Rate RiskRMB is not an international currency, and its circulation is limited in the world, so it can not be used in international transactions. Therefore, Chinese cross-border M & As need foreign exchange, under normal circumstances, dollars or euros. For Chinese enterprises, whether to borrow or buy foreign exchange, there is time difference between the day of signing contract and of the actual payment, during which the change in exchange rates will affect the costs of M & As, so that enterprises face foreign currency risk. In addition, when enterprises settle their income in foreign currency, or pay debt, exchange rate change will lead to the uncertainty of their future earnings.In the case of acquisition of Aurukun project by Aluminum Corporation of China Limited (CHALCN), exchange rate risk was obvious. In March, 2007, CHALCN bid Australian Aurukun bauxite development project by $2.92 billion. During the period of bid, Australian dollar exchange rate was about 0.68, and in 2008 July, it appreciated to 0.9848. The Australian dollar rate fluctuated nearly 40%. While CHALCN deposits in dollars, the cross-border M & A project led to huge losses because of exchange rate fluctuation.Boundary condition of cash payments is (VAB-VA)/(1+a)≥Cp≥VB, where VAB is the acquirer’s cash flow after M & A, VA is the acquirer’s cash flow before M & A, a is the cost rate of cash payment, Cp is the amount of cash, and VB is the value of target enterprise. When (VABVA)/(1+a)<C, the cash paid could not be recovered, and the acquirer would suffer the loss. Otherwise, VAB is an estimated value and will be affected by the valuation ability of acquirer. Furthermore, the change of a cannot be controlled completely by the acquirer. Therefore, the use of cash payment will lead to uncontrollable risk.In the process of payment, companies must make reasonable arrangement for funding. As to payment arrangement, if enterprises arranged the time structure and scale structure unreasonably, a relevant factor, such as cost of corporate debt, tax cost, and intermediate costs, would increase and make the increase of post-merger cash flows less than the actual cash flow, resulting in acquirers’ ultimate loss, that is, they would suffer enormous pressure and expose themselves to financial distress.4. COUNTERMEASURES OF FINANCIAL RISKSIn this part, we analyzed the causes of financial risks in Chinese enterprises’ cross-border M & As and proposed the corresponding countermeasures.4.1 Prevention of Valuation RiskFor these businesses involved in cross-border M & As, accurate valuation is the first step to the success. Valuation affects the whole process of M & As. Therefore, it is very important to avoid valuation risk.First, hire a professional team of valuation. Since the Chinese enterprises lack experience of cross-border M & As, it is difficult for acquiring enterprises to grasp the main points in the process of valuation of target companies. It is more likely that target firms would hide key information from them. Usually a professional valuation team has rich experience in M & As, better information collection, and analysis ability, and usually it is able to obtain the information needed from analysis through its unique channels; thereby it helps reduce the risk of enterprise valuation.Second, choose scientific methods of valuation. Enterprises can choose a relatively accurate estimation methods based on the actual situation and may also give a certain weight to each valuation approach and make comprehensive valuation, in order to disperse the risks of each valuation method.Third, adjust financial statements. Financial statements can only reflect the past performance and cannot reflect the future one. At the same time, the financial statements cannot take the key points of business out of balance sheet included. In order to overcome these adverse factors of valuation, acquiring enterprises can adjust the financial statements of target companies according to the information they got about the target companies. They can include the business other than those shown on balance sheet into account, give the weight coefficient of financial indicators and make a comprehensive valuation of the target companies.4.2 Prevention of Financing RiskFor Chinese corporation, financing risks arise due to the immaturity of China’s financial markets. Chinese enterprises have limited choices of financing channels to fund their M & As, so it is difficult for them to obtain enough funds needed in M & As. At the same time, there is no reasonable capital structure when arranging financing. Therefore, for the above reasons, we proposed three countermeasures.First, improve the financial markets and support the development of private credit in order to provide cheap financing for M & As in the short time. Financial innovation will lead to creation of new financial instruments to meet the needs of companies and investors to facilitate corporate financing and raise enough funds, while decentralizing financingrisksSecond, use innovative financing methods. For example, in 2010, in order to finance acquisition of Volvo, Geely Automobile used both fund financing and government funding. In order to attract local government funding, Geely promised to build factories in the cities whose local governments have funded it. Eventually, Geely gained $3 billion fund from Chinese local companies, including $1 billion from International Daqing, $1 billion from Jiaerwo Shanghai, and $1 billion from Chengdu Bank.Finally, set up a reasonable set of repayment structure. Before enterprises involve themselves in M & As, they should take fully consideration of how to pay debts in two consequences of success and failure in M & As respectively. When companies fail in M & As, enterprises should have sufficient liquidity to repay debt resulted from the initial investment. And if companies can successfully achieve acquisition, then companies should make sure that their repayment time, scale, and structure can math their cash flow, scale, and structure after the merger of target companies.4.3 Prevention of Payment RiskPayment risk results from the dependence of Chinese enterprises involved in cross-border M & A on cash payment and unreasonable payment structure arranged by these enterprises. Therefore, in order to prevent payment risk, Chinese enterprises should adopt various payment methods in their cross-border M & As and arrange payment structure reasonably. Lenovo gives us a very good demonstration. In December, 2004, Lenovo purchased IBM’s PC business by $ 1.25 billion, $ 0.65 billion in cash plus $ 0.6 billion by shares of Lenovo. This payment method greatly reduced the pressure of cash flow pressure on Lenovo. It was shown that debt rate of Lenovo remained at normal level in 2004.4.4 Prevention of Exchange Rate RiskWider scope of Chinese exchange rate volatility helps RMB internationalization and also brings more challenges to enterprises who participate in cross-border M & As. Exchange rate risk will further intensify, so we need to take positive measures to avoid it.First, internationalize RMB gradually. If RMB become an international currency, Chinese cross-border acquiring enterprises can use the RMB directly, and then there is no currency exchange and no exchange rate risk. At present the achievement of RMB regionalization is only a small step in the process of RMB internationalization.Second, adopt different hedging strategies. They may prevent the risk of exchange rate by choosing different financial instruments and combining them to hedge in the foreign exchange market. There are many financial instruments we can use, such as: the foreignexchange forward, foreign exchange futures, foreign exchange options, and currency swaps.CONCLUSIONThe paper introduced the status of Chinese enterprise cross-border M & As, and then analyzed the financial risks faced with Chinese enterprise cross-border M & As, that is, evaluation risk, financing risk, payment risk, and exchange rate risk. In order to overcome or even prevent these risks, Chinese enterprises should accumulate experiences of cross-border M & As performance and take use of innovative financial methods. Chinese government should promote the financial markets, support financial innovation and promote RMB internationalization. By their all efforts, Chinese enterprises will perform better in heir cross-border M & As.中国企业跨国并购的财务风险摘要随着我国企业的综合实力和国家战略的实施，我国企业的跨国并购活动蓬勃发展。
(完整版)外文翻译企业并购
外文文件Mergers and Acquisitions Basics :All You Need To KnowIntroduction to Mergers and AcquisitionsThe first decade of the new millennium heralded an era of globalmega-mergers. Like the mergers and acquisitions (M&As) frenzy of the1980s and 1990s, several factors fueled activity through mid-2007: readily available credit, historically low interest rates, rising equity markets, technological change, global competition, and industry consolidation. In terms of dollar volume, M&A transactions reached a record level worldwide in 2007. But extended turbulence in the global credit markets soon followed.The speculative housing bubble in the United States and elsewhere, largely financed by debt, burst during the second half of the year. Banks, concerned about the value of many of their own assets, became exceedingly selective and largely withdrew from financing the highly leveraged transactions that had become commonplace the previous year. The quality of assets held by banks through out Europe and Asia also became suspect, reflecting the global nature of the credit markets. Ascredit dried up, a malaise spread worldwide in the market for highly leveraged M&A transactions.By 2008, a combination of record high oil prices and a reduced availability of credit sent mo st of the world ’s economies into recession, reducing global M&A activity by more than one-third from its previoushigh. This global recession deepened during the first half of 2009—despite a dramatic drop in energy prices and highly stimulative monetary and fiscal policies—extending the slump in M&A activity.In recent years, governments worldwide have intervened aggressively in global credit markets (as well as in manufacturing and other sectors of the economy) in an effort to restore business and consumer confidence, restore credit market functioning, and offsetdeflationary pressures. What impact have such actions had on mergersand acquisitions? It is too early to tell, but the implications may be significant.M&As are an important means of transferring resources to wherethey are most needed and of removing underperforming managers. Government decisions to save some firms while allowing others to failare likely to disrupt this process. Such decisions are often based on thenotion that some firms are simply too big to fail because of their potentialimpact on the economy—consider AIG in the United States. Others areclearly motivated by politics. Such actions disrupt the smooth functioningof markets, which rewards good decisions and penalizes poor ones.Allowing a business to believe that it can achieve a size“too big t o fail may create perverse incentives. Plus, there is very little historicalevidence that governments are better than markets at deciding who shouldfail and who should survive.In this chapter, you will gain an understanding of the underlyingdynamics of M&As in the context of an increasingly interconnectedworld. The chapter begins with a discussion of M&As as change agentsin the context of corporate restructuring. The focus is on M&As and whythey happen, with brief consideration given to alternative ways ofincreasing shareholder value. You will also be introduced to a variety oflegal structures and strategies that are employed to restructurecorporations.Throughout this book, a firm that attempts to acquire or merge withanother company is called an acquiring company , acquirer, or bidder.The target company or target is the firm being solicited by the acquiring company. Takeovers or buyouts are generic terms for a change in the controlling ownership interest of a corporation.Words in bold italics are the ones most important for you tounderstand fully;they are all included in a glossary at the end of the book. Mergers and Acquisitions as Change AgentsBusinesses come and go in a continuing churn, perhaps best illustratedby the ever-changing composition of the so-called Fortune 500—the 500 largest U.S. corporations. Only 70 of the firms on the original 1955 list of 500 are on today ’ s list, and some 2,000 firms have appeared iston atthe l one time or another. Most have dropped off the list either through merger, acquisition, bankruptcy, downsizing, or some other form of corporate restructuring. Consider a few examples: Chrysler, Bethlehem Steel, Scott Paper, Zenith, Rubbermaid, Warner Lambert. The popular media tends to use the term corporate restructuring to describe actions taken to expand or contract a firm ’ s basic operations or fundamentally change its asset or financial structure. ····················································SynergySynergy is the rather simplistic notion that two (or more) businesses in combination will create greater shareholder value than if they are operated separately. It may be measured as the incremental cash flow that can be realized through combination in excess of what would be realized were the firms to remain separate. There are two basic types of synergy: operating and financial.Operating Synergy (Economies of Scale and Scope)Operating synergy comprises both economies of scale and economies of scope, which can be important determinants of shareholder wealth creation. Gains in efficiency can come from either factor and from improved managerial practices.Spreading fixed costs over increasing production levels realizes economies of scale, with scale defined by such fixed costs as depreciation of equipment and amortization of capitalized software; normal maintenance spending; obligations such as interest expense, lease payments, and long-term union, customer, and vendor contracts; and taxes. These costs arefixed in that they cannot be altered in the short run.By contrast, variable costs are those that change with output levels. Consequently, for a given scale or amount of fixed expenses, the dollar value of fixed expenses per unit of output and per dollar of revenue decreases as output and sales increase.To illustrate the potential profit improvement from economies of scale, let ’consider an automobile plant that can assemble 10 cars per hour and runs around the clock —which means the plant produces 240 cars per day. The plant ’fixeds expenses per day are $1 million, so the average fixed cost per car produced is $4,167 (i.e., $1,000,000/240). Now imagine an improved assembly line that allows the plant t o assemble 20 cars per hour, or 480 per day. The average fixed cost per car per day falls to $2,083 (i.e., $1,000,000/480). If variable costs (e.g., direct labor) per car do not increase, and the selling price per car remains the same for each car, the profit improvement per car due to the decline in average fixed costs per car per day is $2,084 (i.e., $4,167–$2,083).A firm with high fixed costs as a percentage of total costs will have greater earnings variability than one with a lower ratio of fixed to total costs. Let ’consider two firms with annual revenues of $1 billion and operating profits of $50 million. The fixed costs at the first firm represent 100 percent of total costs, but at the second fixed costs are only half of all costs. If revenues at both firms increased by $50 million, the first firm would see income increase to $100 million, precisely because all of its costs are fixed. Income at the second firm would rise only to $75 million, because half of the $50 million increased revenue would h ave to go to pay for increased variable costs.Using a specific set of skills or an asset currently employed to produce a given product or service to produce something else realizes economies of scope, which are found most often when it is cheaper to combine multiple product lines in one firm than to produce them in separate firms. Procter & Gamble, the consumer products giant, uses its highly regarded consumer marketing skills to sell a full range of personalcare as well as pharmaceutical products. Honda knows how to enhanceinternal combustion engines, so in addition to cars, the firm develops motorcycles, lawn mowers, and snow blowers. Sequent Technology letscustomers run applications on UNIX and NT operating systems on asingle computer system. Citigroup uses the same computer center toprocess loan applications, deposits, trust services, and mutual fundaccounts for its bank customers’. Each is an example of economies ofscope, where a firm is applying a specific set of skills or assets toproduce or sell multiple products, thus generating more revenue.Financial Synergy (Lowering the Cost of Capital)Financial synergy refers to the impact of mergers and acquisitions on thecost of capital of the acquiring firm or newly formed firm resulting froma merger or acquisition. The cost of capital is the minimum returnrequired by investors and lenders to induce them to buy a firm ’ s s to lend to the firm.In theory, the cost of capital could be reduced if the merged firms havecash flows that do not move up and down in tandem (i.e., so-called co-insurance), realize financial economies of scale from lowersecurities issuance and transactions costs, or result in a better matchingof investment opportunities with internally generated funds. Combining afirm that has excess cash flows with one whose internally generated cashflow is insufficient to fund its investment opportunities may also result ina lower cost of borrowing. A firm in a mature industry experiencingslowing growth may produce cash flows well in excess of availableinvestment opportunities. Another firm in a high-growth industry may nothave enough cash to realize its investment opportunities. Reflecting theirdifferent growth rates and risk levels, the firm in the mature industry mayhave a lower cost of capital than the one in the high-growth industry, andcombining the two firms could lower the average cost of capital of thecombined firms.DiversificationBuying firms outside a company’currents primary lines of business iscalled diversification , and is typically justified in one of two ways. Diversification may create financial synergy that reduces the cost ofcapital, or it may allow a firm to shift its core product lines or marketsinto ones that have higher growth prospects, even ones that are unrelatedto the firm ’currents products or markets. The extent to which diversification is unrelated to an acquirer’s current lines of business canhave significant implications for how effective management is in operating the combined firms.··········································A firm facing slower growth in itscurrent markets may be able to accelerate growth through related diversification by selling its current products innew markets that are somewhat unfamiliar and, therefore, mor risky. Suchwas the case when pharmaceutical giant Johnson &Johnson announcedits ultimately unsuccessful takeover attempt of Guidant Corporation in late 2004. J&J was seeking an entry point for its medical devices business inthe fast-growing market for implantable devices, in which it did not then participate. A firm may attempt to achieve higher growth rates bydeveloping or acquiring new products with which it is relativelyunfamiliar and then selling them in familiar and less risky current markets. Retailer JCPenney ’ s acquisition of the Eckerd Drugstore chain or J&J$16 billion acquisition of Pfizer’s consumer health care products line in 2006 are two examples of related diversification. In each instance, thefirm assumed additional risk, but less so than unrelated diversification ifit had developed new products for sale in new markets. There is considerable evidence that investors do not benefit from unrelated diversification.Firms that operate in a number of largely unrelated industries, suchas General Electric, are called conglomerates. The share prices of conglomerates often trade at a discount—as much as 10 to 15 percent—compared to shares of focused firms or to their value were theybroken up. This discount is called the conglomerate discount or diversification discount. Investors often perceive companies diversifiedin unrelated areas (i.e., those in different standard industrial classifications) as riskier because management has difficulty understanding these companies and often fails to provide full funding forthe most attractive investment opportunities.Moreover, outside investorsmay have a difficult time understanding how to value the various parts ofhighly diversified businesses.Researchers differ on whether the conglomerate discount is overstated.Still, although the evidence suggests that firms pursuing a more focused corporate strategy are likely to perform best, there are always exceptions.Strategic RealignmentThe strategic realignment theory suggests that firms use M&As to makerapid adjustments to changes in their external environments. Althoughchange can come from many different sources, this theory considers only changes in the regulatory environment and technological innovation—two factors that, over the past 20 years, have been majorforces in creating new opportunities for growth, and threatening, or making obsolete, firms ’ primary lines of business.Regulatory ChangeThose industries that have been subject to significant deregulation inrecent years—financial services, health care, utilities, media, telecommunications, defense—have been at the center of M&A activitybecause deregulation breaks down artificial barriers and stimulates competition. During the first half of the 1990s, for instance, the U.S. Department of Defense actively encouraged consolidation of the nation ’s major defense contractors to improve their overall operating efficiency.Utilities now required in some states to sell power to competitorsthat can resell the power in the utility own’s marketplace respond withM&As to achieve greater operating efficiency. Commercial banks thathave moved beyond their historical role of accepting deposits and g ranting loans are merging with securities firms and insurance companies thanks to the Financial Services Modernization Act of 1999, which repealed legislation dating back to the Great Depression.The Citicorp–Travelers merger a year earlier anticipated this change, and it is probable that their representatives were lobbying for the new legislation. The final chapter has yet t o be written: this trend toward huge financial services companies may yet be stymied by new regulation passed in 2010 in response to excessive risk taking.The telecommunications industry offers a striking illustration. Historically, local and long-distance phone companies were not allowed t o compete against each other, and cable companies were essentially monopolies. Since the Telecommunications Act of 1996, local and long-distance companies are actively encouraged to compete in eachother ’markets, and cable companies are offering both Internet access and local telephone service. When a federal appeals court in 2002 struck down a Federal Communications Commission regulation prohibiting a company from owning a cable television system and a broadcast TV station in the same city, and threw out the rule that barred a company from owning TV stations that reach more than 35 percent of U.S.households, it encouraged new combinations among the largest media companies or purchases of smaller broadcasters.Technological ChangeTechnological advances create new products and industries. The development of the airplane created the passenger airline, avionics, and satellite industries. The emergence of satellite delivery of cable networks t o regional and local stations ignited explosive growth in the cable industry. Today, with the expansion of broadband technology, we are witnessing the convergence of voice, data, and video technologies on the Internet. The emergence of digital camera technology has reduced dramatically the demand for analog cameras and film and sent householdnames such as Kodak and Polaroid scrambling to adapt. The growth ofsatellite radio is increasing its share of the radio advertising market atthe expense of traditional radio stations.Smaller, more nimble players exhibit speed and creativity many larger,more bureaucratic firms cannot achieve. With engineering talent often inshort supply and product life cycles shortening, these larger firms may nothave the luxury of time or the resources to innovate. So, they may look toM&As as a fast and sometimes less expensive way to acquire newtechnologies and proprietary know-how to fill gaps in their currentproduct portfolios or to enter entirely new businesses. Acquiring technologies can also be a defensive weapon to keep important new technologies out of the hands of competitors. In 2006, eBay acquiredSkype Technologies, the Internet phone provider, for $3.1 billion in cash, stock, and performance payments, hoping that the move would boosttrading on its online auction site and limit competitors’ access to the new technology. By September 2009, eBay had to admit that it had beenunable to realize the benefits of owning Skype and was selling thebusiness to a private investor group for $2.75 billion.Hubris and the“ Winner’ s Curse”Managers sometimes believe that their own valuation of a target firm is superior to the market’ s valuation. Thus, the acquiring company tends to overpay for the target, having been overoptimistic when evaluating petition among bidders also is likely to result in the winner overpaying because ofhubris , even if significant synergies are present.In an auction environment with bidders, the range of bids for a targetcompany is likely to be quite wide, because senior managers t end to bevery competitive and sometimes self-important. Their desire not to losecan drive the purchase price of an acquisition well in excess of its actual economic value (i.e., cash-generating capability). The winner pays morethan the company is worth and may ultimately feel remorse at havingdone so—hence what has come to be called thewinner ’s curse.Buying Undervalued Assets (The Q-Ratio)The q-ratio is the ratio of the market value of the acquiring firm ’s stock to the replacement cost of its assets. Firms interested in expansion can choose to invest in new plants and equipment or obtain the assets by acquiring a company with a market value less than what it would cost to replace the assets (i.e., q-ratio ＜1). This theory was very useful in explaining M&A activity during the 1970s, when high inflation and interest rates depressed stock prices well below the book value of many firms. High inflation also caused the replacement cost of assets to be much higher than the book value of assets. Book value refers to the value of assets listed on afirm ’s balance sheet and generally reflects the historical cost of acquiring such assets rather than their current cost.When gasoline refiner Valero Energy Corp. acquired Premcor Inc. in 2005, the $8 billion transaction created the largest refiner in North America. It would have cost an estimated 40 percent more for Valero to build a new refinery with equivalent capacity.Mismanagement (Agency Problems)Agency problems arise when there is a difference between the interests of incumbent managers (i.e., those currently managing the firm) and thefirm ’shareholders. This happens when management owns a small fraction of the outstanding shares of the firm. These managers, who serve as agents of the shareholder, may be more inclined to focus on their own job security and lavish lifestyles than on maximizing shareholder value. When the shares of a company are widely held, the cost of such mismanagement is spread across a large number of shareholders, eachof whom bears only a small portion. This allows for toleration of the mismanagement over long periods. Mergers often take place to correct situations in which there is a separation between what managers and owners (shareholders) want. Low stock prices put pressure on managersto take actions to raise the share price or become the target of acquirers, who perceive the stock to be undervalued and who are usually intent onremoving the underperforming management of the target firm.Agency problems also contribute to management-initiated buyouts, particularly when managers and shareholders disagree over how excess cash flow should be used.Managers may have access to information not readily available to shareholders and may therefore be able to convince lenders to provide funds to buy out shareholders and concentrate ownership in the hands of management.From: Donald DePamphilis. Mergers and acquisitions basics:All you need to know America :Academic Press. Oct，2010，P1-10外文文件中文翻译并购基础知识：全部你需要知道的并购新千年的第一个十年 , 预示着全世界大规模并购时代的到来。
- 1、下载文档前请自行甄别文档内容的完整性，平台不提供额外的编辑、内容补充、找答案等附加服务。
- 2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
- 3、如文档侵犯您的权益，请联系客服反馈,我们会尽快为您处理(人工客服工作时间：9:00-18:30)。
M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spendingis divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market prices and the depreciation of fixed assets,business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income × PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, thatis the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.Whether M & A business development and expansion as a means or aninevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。