Conversion rate. Business consolidation: calculating the conversion rate when switching to a single share

The valuation of shares is closely related to indicators characterizing the quality of shares.

  • P – determined by the market and constantly changing
  • E (EPS) - earnings per share can be considered a “historical” indicator, since it is determined on the basis of the net profit received for the past period, although you can also take an assessment of the current year or even subsequent years, if

The P/E ratio shows what price an investor must pay per unit of profit. Therefore, it can be used to compare the values ​​of comparable securities and establish benchmark(s) for specific industries. A high P/E ratio may indicate that investors buying these shares expect an increase in dividend payments due to the company's expected growth in profits, but at the same time it also indicates that these shares are currently overvalued, growth potential exchange value has been exhausted, and therefore a rapid fall in price is possible.

  • A high historical P/E ratio relative to others in the sector indicates that the organization is a leader in its industry group or that its stock is overvalued.
  • A low historical P/E ratio compared to other sector participants indicates poor performance of the organization or that its stock is undervalued.

This indicator characterizes the market return of shares.

This indicator is called dividend yield. It cannot be greater than one. A low D/E ratio may indicate a company's high profitability and its growth prospects. However, it may push the holder to sell shares and acquire other shares in which this indicator tends to grow.

Net assets are the value of a company's assets minus intangible assets, the sum of all debts and the par value of preferred shares. The P/N ratio shows the price the market will pay per unit of equity. The excess of P over N indicates that the investor is confident in the further growth of the company. However, this indicator makes it difficult to compare companies belonging to different industries. Therefore, it is used less frequently than others and mainly for specialized types of companies. Most often these are banks and investment funds. For these types of companies, assets are easily measurable, and accounting is structured so that book value should never differ greatly from fair market value.

Beta coefficient

This coefficient determines the influence of the general situation on the market as a whole on the fate of a particular security. If the beta coefficient is positive, then the security's performance is similar to that of the market. With a negative beta, the performance of a given security will decline as market performance increases.

Price to book ratio and book value per share (BVPS)

Net asset value generally refers to the book value of an entity's assets as reported in the annual balance sheet, which represents or is close to the "cash value" of that entity. Net asset value can be used as an indicator of the "wealth" of an organization in the event of a takeover. A high net asset value from an investor's perspective underpins the stock's market price. As an organization's performance improves, the gap between net assets and market capitalization, which is seen as a measure of the ability to "make a profit," widens.

Over time, the value of a successfully functioning organization becomes greater than the value of its net assets. Price/Book Ratio allows you to compare the market assessment of the organization’s value with its book value.

The magnitude of this ratio is important for assessing the organization in the prospect of its acquisition. An organization's stock price being close to its net asset value indicates that its cash balance is low, which reduces the likelihood of a takeover, especially in a bear market.

Magnitude book value of the share is defined as the ratio of shareholders' funds to the number of issued shares.

Thus, the price/book value ratio can be represented as follows:

Shares of most organizations trade at a premium to book value.

Earnings per share (EPS)

Typically, the EPS value is higher than the dividend per share, since the organization uses part of its profits to form reserves and does not distribute it among shareholders.

This ratio reflects the actual level of earnings per share. An organization's profit may increase as a result of:

  • reducing the depreciation rate of assets
  • sale of assets, e.g. property
  • sales of profitable parts of the organization

In most markets, investors expect recurring and sustainable returns.

Dividend coverage

This ratio shows how many times over the same period an organization can pay dividends without using profits from previous years or by how many times profits must be reduced to jeopardize the payment of dividends.

Payout ratio

This is the reciprocal of dividend cover. The amount of the dividend paid in relation to the organization's profit is set at the discretion of the board of directors.

The payout ratio is therefore an effective tool for monitoring an organization's policy and predicting future dividend payments when projected earnings are known.

Total annual return on invested capital

Investment return rate

Very important for financial markets temporary value of money. Its meaning is that current value money more future value. So, if you have savings of 1000 rubles today (currently), you can invest them and receive interest income. However, if someone has accepted an obligation to pay you 1000 rubles in the future, then you will only receive this amount.

Investors are interested in growth in the future value of their investments and need an indicator that would allow them to make informed decisions. The simplest indicator is return on investment. This is essentially the difference between the purchase and sale costs of a financial instrument. The investor expects that the sale price will be higher than the purchase price, but such an expectation is invariably associated with risk!

Income = Sales price – Purchase price (1a)

For fixed income instruments, such as bonds, valuation is not difficult because the amount of future income is fairly well defined.

Shares are perpetual, and dividends on common shares are not guaranteed. In this case, use the indicator total return on invested capital.

Total annual income = Sales price – Purchase price + Dividends + Reinvested income – Brokerage costs – Taxes (1b)

When determining the total annual income, the possibility of reinvesting dividends is taken into account, which can be done in two ways:

  • by purchasing money market instruments
  • by purchasing the same shares

The calculated value of income or total annual income on invested capital, determined by formulas 1a and 1b, does not allow one to characterize the profitability of shares, that is, compare a particular share with other shares and determine how attractive investments in these shares are.

To eliminate this shortcoming, the total annual income can be represented as the profitability of the holding period, which depends on the purchase price and is expressed as a percentage.

The rate of return allows an investor to compare securities with the same maturity. However, what to do when these terms are different? For example, which is better: 10% for one month or 8% for a year?

This problem is resolved by introducing given annual rates of return on investments, which are calculated using the following formula.

Interest payments on the bond are expressed in the form of a given annual coupon rate for the period of circulation. This allows you to calculate the future value of the bond.

The higher the annual rate and the longer the circulation period, the greater the future value and, therefore, the return on investment.

Simple and compound interest

The given annual rate of return can be defined as simple interest, provided that the income is paid at the end of the investment period, regardless of its length. The future value (FV) of an investment for a known present value (PV) when applying a simple interest rate (R) expressed as a decimal fraction is determined by Formula 4.

FV = PV x (4)

In practice, interest income is usually reinvested and additional income is received on it, that is, the interest is compound.

In this case, the future value of the investment is calculated using formula 5.

  • n = number of years

By transforming formula 5, you can determine the PV value:

This begs the question: what does this give? The last formula allows you to determine the PV value for a known or desired FV level. This procedure is called discounting future cash flows. The value of R here will represent the required return on the instrument.

The process of determining PV for a chain of cash receipts differs from a one-time receipt only in that the calculation is made for each of them.

In general, for fixed income instruments such as bonds, the total PV is calculated using the following formula.

  • P – nominal
  • C – coupon rate, %
  • R – rate of return expressed as a decimal fraction
  • n – number of years

The formulas discussed above are necessary to understand two well-known numerical methods for valuing stocks:

  • discounted dividend models
  • estimation methods based on coefficient β (beta)

Discounted dividend model

This model allows common stock to be valued at the sum of discounted PVs for estimated future cash flows.

For the calculation, formula 7 and estimated values ​​of all future cash receipts during the entire period of holding the securities are used. The model is built on the assumption that equities are similar to fixed income securities.

  • Pn – future sale price of the share
  • D – expected dividend per share
  • R – required rate of return, expressed as a decimal fraction
  • n – number of years during which the shareholder holds shares – holding period

Since future cash flows are uncertain, the required rate of return on a stock is determined by two factors:

  • return on investment in the risk-free money market
  • a risk premium to compensate for cash flow uncertainty – market risk for equities

Obviously, the model is very sensitive to the value of R. When the value is low, the stock price (PV) increases, and when it is high, it decreases.

Estimation methodology based on coefficient β (beta)

One of the problems with the discounted dividend model is determining the value of R when discounting uncertain cash flows. What should be the required rate of return on shares? What risk premium should be added? The valuation technique based on the coefficient b (beta), which involves the use of a capital valuation model, is very complex and is discussed briefly here.

Coefficient β (beta)

The β coefficient is a measure of the change in a stock's return per 1% change in the return of the overall market. The higher the β coefficient for a stock, the higher the required return. In other words, this stock is a riskier investment than the market as a whole.

The β coefficient is a measure of sensitivity, it is estimated statistically by the historical return of a stock relative to the return of the entire market over a certain period - usually five years.

Otherwise, the coefficient β for a stock can be considered as a measure of the contribution of this stock to the instability of the entire market portfolio.

Capital Asset Pricing Model (CAPM)

Essentially, the CAPM model rests on the premise that in an efficient market, the required rate of return on a particular stock is proportional to its risk and can therefore be calculated using the formula:

  • R – expected rate of return
  • Rf – return on risk-free fixed income investments during the holding period
  • Rm – assessment of the return on the market portfolio of shares
  • β – coefficient for shares

An efficient market means a market where all information about stocks is available to investors. The market portfolio in terms of the composition of shares in miniature reflects the market as a whole. In practice, the set of stocks included in the index basket forms a fairly representative market portfolio.

The Company's stock has an estimated β coefficient of 0.4, with analysts projecting a total annual return of 11 for the stock over the next year. The expected stock market return is 7.7% and the risk-free investment rate is 5.0 %.

Using formula 9, you can determine the expected return on the Company's shares:

R = 5.0 + 0.4 × (7.7–5.0) = 5.0 + 1.08 = 6.08%

As you can see, the CAPM model gives a lower return value compared to what analysts predict. This means that the risk associated with the stock will be covered by returns that are expected to be above average, and therefore the stock may be attractive to index fund investors.

So, how effective are the quantitative models discussed here for determining total annual income? In practice, both models have limited use. However, the CAPM model is useful for determining the balance between risk and return of specific stocks included in the portfolio. Many successful investors select stocks based on fundamental analysis and, in some cases, technical analysis.

The currency coefficient is used if different currencies are used in settlements between counterparties. Using the indicator, you can easily express one currency in terms of another and calculate the required amount of money.

 

Foreign economic activity (FEA) expands the boundaries of doing business and provides many advantages. However, to successfully work with foreign partners, a lot of effort is required: creating infrastructure, establishing logistics, organizing transaction support, and customs clearance. Foreign economic activity implies the execution of contracts in foreign currency: the company must open a foreign currency account.

Definition

Foreign exchange ratio - the exchange rate used when converting prices from one currency to another. Used for international payments. The value of the indicator is determined taking into account purchasing power. Currency ratios applied to trading operations are called exchange rates.

In simple words: the coefficient shows how much more/less you will have to pay in monetary units of other countries.

To reduce risks from exchange rate fluctuations, it is preferable to work in one currency. This will reduce losses from doing business with foreign counterparties.

Calculation formula

To calculate the currency coefficient, you need to determine which monetary unit will be the base one. The exchange rate for all other currencies is calculated through it. The rate is the cost of converting a foreign currency in relation to the base one.

The rate is calculated using the formula:

  • With VK - the cost of the goods in the conversion currency;
  • K - multiplicity;
  • With WB - the cost of goods in the base currency.

The multiplicity determines how many monetary units of the base currency must be spent on purchasing goods in foreign currency.

An example of calculating the purchase rate is calculated using the formula:

Thus, a product worth 1,000 rubles can be sold for 15 dollars, 13 euros or 10 pounds sterling. The same applies to the sale of goods.

Attention! The exchange rate is a highly volatile indicator and is constantly changing. In most cases, its value is taken on the date of the transaction and remains unchanged until its execution. The exception is long transactions divided into several stages.

The specifics of calculating currency indicators are fixed in contracts between foreign enterprises.

How much will a hundred dollar product cost in euros? Let's calculate based on the data from the table above:

Conclusion: 86 euros will have to be paid for a product priced at $100.

Standard ratio

This indicator has no norm. It depends on many factors:

  • macroeconomic indicators of the country (volume of GDP, GNP, inflation);
  • political situation in the world;
  • trade balance of the state (ratio of imports to exports);
  • actions of the Central Bank of Russia (changes in rates, money issues, operations with debt obligations);
  • force majeure circumstances;
  • political situation.

These and other factors influence changes in the exchange rate of countries' national currencies. The ratio of the value of foreign currencies to each other cannot always be constant in a market economy; it changes over time. The reasons are often global in nature, and it is impossible to influence them.

The exchange rate determines how much more expensive or cheaper the imported product will cost in the seller’s country. For example, with a currency coefficient of 1.5 and purchasing a product for $100, you will have to pay 15 dollars or 1,000 rubles per unit of production.

Summary

The currency ratio is necessary for calculating transactions in foreign currency. It is used if you need to convert the value of a product from one currency to another. It is important to understand that such operations carry more risks, because rates are influenced by many factors independent of the business, and a deal concluded yesterday may turn out to be unprofitable tomorrow.

One of the most difficult issues when reorganizing a company in the form of a merger is how to “divide” securities between shareholders without violating anyone’s rights. Several options for action are possible, but the company’s task is to choose the one that will minimize the risks of litigation with shareholders.

The procedure during which the shares of the acquired company are replaced with shares of the company to which the merger is carried out is called conversion of shares. In this case, the securities belonging to the acquired company are redeemed 1 .

The size of the future company's block of shares is determined as the product of the conversion ratio and the number of shares owned by an individual shareholder of the acquired companies (or all shares of the acquired company with the subsequent distribution of convertible securities among shareholders).

Expert opinion
Alexey Churin, head of financial consulting at Euromanagement (Moscow)

The conversion ratio is calculated at the very early stage of the reorganization, even before the inventory, drawing up the transfer act and long before the formation of the final statements of the acquired company. It is enshrined in the agreement on accession or merger (in the case of these forms of reorganization), signed by the directors of the companies, and approved by the general meeting of shareholders.

Current legislation does not establish a special procedure for calculating the conversion rate; in practice, it is determined by agreement of the parties. In most cases, the coefficient is calculated as the ratio of the market values ​​of shares of companies participating in the reorganization (for example, the value of a share of the acquired company to the value of a share of the reorganized company). The market value of securities is determined by an independent appraiser. Their nominal value does not affect the coefficient.

Personal experience
Anton Rogachevsky

During 2006, joint-stock companies Pikra, Vena and Yarpivo joined our company. Before starting the legal process of reorganization, we assessed the market value of the shares of all participants in the transaction, and the appraiser was selected by tender among Russian and international companies. In addition, to finally verify the correctness of the assessment, the board of directors of Baltika additionally attracted a large investment group. She issued her opinion on the fairness of the valuation report for Baltika shareholders, having actually assessed the valuation, and confirmed that the previously determined parameters of the market value of the shares were correct. Then the arithmetic calculations began. The conversion ratio was determined by simply dividing the market value of the shares of the reorganized company, that is, Baltika, by the value of the shares of the merged companies. Only after completion of all the above procedures, the boards of directors of the companies participating in the transaction submitted a proposal for reorganization to shareholders for consideration.

Rounding costs

Most often, the conversion factor has a fractional value. As a consequence, in further calculations the number of shares turns out to be fractional. The formation and circulation of fractional shares is expressly provided for by Federal Law No. 208-FZ of December 26, 1995 “On Joint-Stock Companies” (hereinafter referred to as Law No. 208-FZ. - Ed.) only for the consolidation of shares when two or more shares of the acquired company are converted into one new share of the same category (type). At the same time, the rights of the shareholder are not infringed: a fractional security is circulated on the same basis as whole shares and provides the owner with rights to the appropriate extent (clause 3 of Article 25 of Law No. 208-FZ). Other cases of using fractional securities are not mentioned in the law. Fractions often arise as a result of calculations, and companies are forced to move away from them. To achieve this, in practice, in particular, either conversion coefficients are rounded or rounding is used in calculations of the number of shares. And here everything may not be so clearly “cloudless” for shareholders.

Expert opinion
Oleg Moskvitin, expert at the legal consulting service of the Garant company

Problems with fractional odds are usually solved in two ways, each of which is legal. The first is the rounding of the estimated fractional number of shares that must be issued by the successor (see, for example, the resolution of the Federal Antimonopoly Service of the North-Western District dated 03/07/07 No. A05-7610/2006-17). At the same time, there is a redistribution of both the values ​​of blocks of shares owned by shareholders and shareholder rights: for some these indicators will decrease, for others - vice versa.

The second method is rounding the coefficient itself, which also entails a redistribution effect. An effective remedy for the redistribution of shareholder rights is splitting or consolidating the shares of the predecessor: in this case, the value of the company's shares can be reduced or increased in such a way that the conversion coefficient turns out to be an integer. The corresponding decision should be made simultaneously with the decision on reorganization. Well, the simplest way to combat redistribution may be to pay compensation to the “affected” shareholders.

Let's take a closer look at how one or another approach to rounding will affect the shareholders of the successor company.

Rounding the calculated figures

In a number of cases, Law No. 208-FZ provides for rounding in calculations of the number of shares:
- when a company acquires shares placed by it (Article 72);
- when the company repurchases shares at the request of shareholders (according to the rules of Articles 75, 76);
- upon acceptance of a voluntary offer sent to the JSC to purchase securities (Article 84).

Since in these cases the law does not allow the formation of fractional shares, the number of securities to be acquired and redeemed from each shareholder is determined in whole numbers, that is, with rounding.

Rounding of calculated indicators during conversion is no fundamentally different from rounding during the above corporate events. It should be recognized as legal from the point of view of the current rules of law, which do not allow the formation of fractional shares during reorganization. We emphasize that it is the fractional indicators formed during calculations that are rounded, but only whole shares are placed on the personal accounts of shareholders in the register.

As a result of rounding, there is a so-called redistribution effect, which can be quite significant. It consists, firstly, in changing the scope of control: when the calculated indicators are rounded up, shareholders gain one vote, and when they round down, they lose one. Secondly, the value of the block of shares owned by the shareholders of the predecessor company changes.

EXAMPLE 1
The market value of a share of the acquired company (P p) is 2.45 rubles, the reorganized company (P p) - 2.40 rubles. Under these conditions, the conversion factor will be:
K conv = P p / P p = 2.45 rub./2.40 rub. = 1.02
The company has three shareholders:
Shareholder A owns 842 shares;
Shareholder B owns 759 shares;
shareholder B owns 670 shares.
Based on the results of settlements, shareholders will be entitled to the following number of shares of the assignee:
shareholder A will receive: 842 x 1.02 = 858.84 shares;
shareholder B will receive: 759 x 1.02 = 774.18 shares;
Shareholder B will receive: 670 x 1.02 = 683.40 shares.
As already noted, in practice, fractional values ​​of the calculation result are rounded to whole numbers in accordance with generally accepted arithmetic rounding rules. Shareholders will own 859, 774 and 683 shares respectively.
In value terms, the possible redistribution effect (Eperer) of a particular shareholder is calculated using the following formula:
E perer = P r x D,
where Рр is the market value of shares of the reorganized company,
D - quantitative redistribution effect received by an individual shareholder.
E perer A = 2.40 x (859 - 858.84) = 0.37 rub.;
E perer B = 2.40 x (774.18 - 774) = 0.42 rub.;
E perer B = 2.40 x (683.40 - 683) = 0.96 rub.
Thus, shareholder A will receive, as a result of rounding, an “increase” in the number of shares of 0.16 pieces. (0.37 rub.) Shareholder B will “lose” 0.18 pcs. (0.42 rubles), shareholder B - 0.4 pcs. (0.96 rub.).

The above example does not reflect the full picture, since the redistribution effect can reach much more significant dimensions. When the market value of shares owned by the shareholders of the acquired company is calculated in millions of rubles, then the error can amount to millions.

Personal experience
Anton Rogachevsky, Director of Legal Affairs of JSC Baltika Brewing Company

Quite often, based on the results of calculations, companies receive a conversion factor with a large number of decimal places. Our company was no exception. But we assumed in advance that such a situation would arise. To simplify the arithmetic calculations during conversion and prevent the occurrence of a redistribution effect, the merger agreement and the decision on the issue of shares provided for rules for rounding the number of shares (mathematical). These rules were approved by all shareholders.

Rounding the odds

Sometimes the rounding rules are applied directly to the resulting fractional coefficient - it is adjusted to fit a whole number. Participants in the reorganization are faced with an alternative: either artificially select a whole conversion coefficient, or use an objectively justified, but fractional coefficient. The question is which approach best ensures shareholder rights.

EXAMPLE 2
Two joint stock companies join the company.
Market value of shares of the acquired companies:
P 1p = 2.45 rub.
P 2p = 4.65 rub.
Market value of shares of the reorganized company:
P p = 2.40 rub.
We calculate the conversion ratios as the ratio of the market values ​​of the securities participating in the conversion:
K 1konv = P 1p / P p = 2.45 rub. / 2.40 rub. = 1.02;
K 2konv = P 2p / P p = 4.65 rub. / 2.40 rub. = 1.94.
Each company has three shareholders who own a certain number of shares. Calculations for the conversion of shares during the reorganization using fractional and rounded conversion factors are presented in the table.

Table Results of calculations for conversion of shares during the reorganization

Shareholders Share ownership To conv Estimated number of shares
(2) x (3)
Number of shares (rounded) to be placed Redistribution effect K conv rounded Estimated number of shares
(2) x (8)
Redistribution effect
PC. (vote)
(5) - (4)
rub.
P p x (6)
PC. (vote)
(9) - (4)
rub.
P p x (10)
1 2 3 4 5 6 7 8 9 10 11
society I A
B
IN
842
759
670
1,02 858,84
774,18
683,40
859
774
683
+0,16
-0,18
-0,4
+0,37
-0,42
-0,96
1 842
759
670
-16,84
-15,18
-13,4
-40,42
-36,42
-32,16
society I G
D
E
842
759
670
1,94 1633,48
1472,46
1299,80
1634
1473
1300
+0,52
+0,54
+0,2
+1,25
+1,30
+0,48
2 1684
1518
1340
+50,52
+45,54
+40,2
+121,25
+109,30
+96,48
The initial data for calculating conversion factors and the calculation are given in example 2

The results of the calculation given in example 2 indicate that when rounding the conversion coefficient, the redistribution effect will be more significant than when rounding the calculated indicators formed when using a fractional coefficient.

The number of shares a shareholder owns directly determines how much he will win or lose based on the results of calculations using rounded conversion factors.

Stock split as an alternative

The redistribution effect, as we have seen, sometimes puts shareholders in unequal conditions when converting shares. In such a situation, according to the author, an alternative to rounding may be splitting the shares of the successor company.

Personal experience
Anton Rogachevsky, Director of Legal Affairs of JSC Baltika Brewing Company

In order to obtain the most reasonable conversion ratios, before the start of reorganization procedures, the par value of the shares of the reorganized companies was reduced. For example, when Tula Beer and Baltika-Don joined our company, before the start of the reorganization process, the nominal value of Baltika shares was reduced from 80 rubles. up to 1 rub. This procedure brought a double result - the number of shares in circulation increased, and it also became possible to calculate conversion rates with maximum accuracy, which, in turn, made it possible to fully respect the rights of shareholders.

Let's look at examples of splitting shares at different values ​​of the shares of the reorganized company: if the market value of the shares of the reorganized company is less than the market value of the shares of the acquired company (example 3, A) or more (example 3, B).

EXAMPLE 3
A. The value of the shares of the reorganized company is less than the value of the shares of the acquired company
The authorized capital (AC) of the acquired company is 20,000 shares with a par value of 1 ruble. The market value of one share (P p) is 7.50 rubles.
The management company of the reorganized company is 40,000 shares with a par value of 0.5 rubles. The market value of one share (P p) is 3.40 rubles.
Under these conditions, the conversion factor is:
K conv = P p / P p = 7.5 rub. / 3.4 rub. = 2.2 2 .
Thus, for one canceled share of the acquired company, 2.2 shares of a new (additional) issue of the reorganized company should be placed.
Let's split one share of the reorganized company into ten. The authorized capital of the company now consists of 400,000 shares with a par value of 0.05 rubles. The market value of one share decreased 10 times and amounted to 0.34 rubles.

K conv = P p / P p = 7.5 rub. / 0.34 rub. = 22.
For one canceled share of the affiliated company with a par value of 1 rub. shareholders of this company will be allocated 22 shares of the successor company with a par value of 0.05 rubles.
B. The value of the shares of the reorganized company is greater than the value of the shares of the acquired company
Management Company of the acquired company - 100,000 shares with a par value of 0.4 rubles, P p = 2.60 rubles;
The management company of the reorganized company before the start of the reorganization is 10,000 shares with a par value of 4 rubles, Р р = 8.13 rubles.
Under these conditions, the conversion coefficient was:
K conv = P p / P p = 2.6 rub. / 8.13 rub. = 0.32.
For one canceled share of the acquired company, 0.32 shares of a new (additional) issue of the reorganized company should be placed.
Now one share of the reorganized company worth 4 rubles. We will split it into one hundred shares. As a result of splitting, the market value of one share will decrease and amount to RUB 0.0813.
The conversion rate is expressed by the following indicator:
K conv = P p / P p = 2.6 rub. / 0.0813 rub. = 32.
Now, for one canceled share of the acquired company, its shareholders will be allocated 32 shares of a new (additional) issue of the reorganized company.

During a reorganization, conversion of shares is inevitable, but its scenarios may vary. The simplest ones - adjusting the conversion factor to an integer - generate the most significant redistribution effect.

Rounding of indicators formed in calculations using an objectively justified fractional conversion factor is accompanied by a smaller error, the magnitude of which depends on the market value of the shares participating in the calculations. If it is small, the effect when using a fractional coefficient will be insignificant.

1 Clauses 8.5.4 and 8.5.8 of the Standards for issuing securities and registering securities prospectuses. Approved by order of the Federal Financial Markets Service of Russia dated January 25, 2007 No. 07-4/pz-n.
2 When fractionating, we can only get to whole numbers approximately.

1-FM The main stages of creating a budgeting system at an enterprise

Budgeting is planning to achieve tactical goals that correspond to the strategic goals of the enterprise's mission. From an enterprise point of view, Budgeting is a technology for planning, accounting, reporting and controlling money, costs and financial results. Budget is a plan for the activities of an enterprise, expressed in financial and quantitative indicators, drawn up for a certain period of time in the future. The concept of a budgeting system includes the process of developing a methodology, an information system, personnel motivation, and an organizational component. With the budgeting system, there is automation - software products that allow you to obtain operational information.

There are 9 stages of creating budgeting in an enterprise:

    Analysis of the existing model of the Enterprise (Determining the goals and objectives of setting budget management at the enterprise, assessing the existing planning system, determining the organizational structure of the enterprise, identifying the businesses of the enterprise)

    Formation of the financial structure of the Enterprise (formation of the Central Federal District, identification of those responsible for each Central Federal District, establishment of correspondence between structural units, Central Federal District and businesses of the Enterprise, development of regulations on the financial structure of the Enterprise)

    Formation of the budget structure of the Enterprise (definition of types of budgets, determination of the relationship between budgets and the Central Federal District, development of a procedure for drawing up budgets, development of budget formats and analytics)

    Formation of the management accounting policy of the Enterprise (The procedure for determining the income of the enterprise, The procedure for determining the expenses of the enterprise, The procedure for assessing assets Dividing the costs of the Enterprise into direct and indirect, Determining the procedure for distributing overhead costs)

    Establishment of accounting and management accounting (Organization of accounting and management accounting consists in the development of measures that make it possible to keep records without much additional effort, both for the purposes of the accounting activities of the enterprise and for planning production and financial activities)

    Determination of planning methodology and financial and economic analysis (Definition of services (persons) responsible for developing plans, Determination of horizon and planning step, Development of planning regulations, Determination of financial indicators, Determination of criteria for assessing budgets)

    Selecting a budgeting automation program (Selecting an automated budgeting system for an enterprise usually includes an assessment of the budgeting software products available on the market)

    Setting up an automated budgeting program (Selecting a chart of accounts for management accounting, Setting up the formation of budgets and financial indicators, Setting up automation of planning functions, Setting up period-closing functions (distributing overhead costs, determining financial results), Setting up data access restrictions, Setting up to receive actual data )

    Development of budgeting regulations at the enterprise, user training

2-FM Classification of budgets and types of budget forms used in enterprises

budget classification:

    according to the mandatory implementation: - indicative budgets (contain recommendation indicators), - directive (it is impossible to change the budgeted indicators)

    by construction: - are built according to the top-down principle, - bottom-up (performers transmit their data, which is then summarized by the budget)

    by terms of preparation6 - long-term (development budget), - short-term (quarterly)

    – flexible budget (applies to planning variable and mixed costs), - static (forecasting fixed costs)

    fixed budgets: - fixed from what has been achieved, fixed from 0.

Types of budget forms:

Operating budget Sales budget Finished product inventory budget Production budget Work-in-progress budget Budget of raw materials and supplies Budget of purchases Budget of direct material costs Budget of costs for equipment, tools, containers Budget of labor costs Budget of energy costs Budget of overhead costs Budget of non-production costs Budget of costs by costing items Cost budget by type of cost Budget of taxes and fees Budget of social expenses Budget of income and expenses for operating activities Budget of accounts receivable Budget of accounts payable

Investment budget Budget for capital investments and investments Budget for the sale of non-current assets Budget for equity investments Budget for investment receipts Budget for investment payments

Financial budget Budget of financial activities Budget of loans and borrowings Budget of movement of equity capital Budget of movement of own shares Budget of issued loans Budget of short-term financial investments

Consolidated budget Non-operating income and expenses budget Profit and loss budget Cash flow budget Payment budget Forecast balance Target and benchmark performance indicators

3 – FM Methods for calculating the optimal cash balance

Baumol DS residue management model. The model is based on Wilson's management model.

Money is also a stock that has an alternative cost: Q* = Root (2FT/i), where F is the fixed costs associated with storing stocks, i is the cost of storing a unit of stocks, Q is the optimal size of the DS on the account, T is the annual requirement . The model is used with a uniform demand for DS and is not focused on creating safety stocks.

Miller-Or model. They additionally introduced the factor of uncertainty of cash receipts and payments. Entered the max and min levels of the remaining DS. Z= cube root (3F*G 2 / 4i) +L(L– min remainder)

Stone's model introduces barrier values, i.e. If within 3 days the balance is restored, then there is no point in buying more immediately. A new problem appears - how to manage the free balance? EVA shows the remaining PE after paying off all holders, does it show whether we are creating value or not?

4 – FM The main goals and objectives of budget management at the enterprise.

Budgeting is planning to achieve tactical goals that correspond to the strategic goals of the enterprise's mission.

Budget management tasks:

    planning the activities of the company and its divisions in accordance with budget regulations

    coordination of the activities of company departments

    building an effective financial responsibility system

    assessment of the company’s activities and during budget execution

    work motivation

    strict control over financial flows within the company

    increasing flexibility in cost management

The purpose of budget management is to structure the desired future of the company in the operational period.

The main tools of budget management are budgetary and financial structures.

The system of functional budgets forms a budget structure, in accordance with which the main final budgets of the enterprise are formed: the budget of income and expenses, the cash flow budget, the balance sheet budget.

The income and expense budget shows the profitability of the enterprise, the cash flow budget reflects its liquidity, and the balance sheet budget reflects its cost.

Why do you need budget management?

1. planning of income and costs, movement of inventory flows, monitoring the implementation of plans and analyzing the results of the enterprise.

2. it is a convenient tool that gives a clear idea of ​​the company's capabilities and its place in the market. 3. This is a system of prompt and high-quality management decision-making. 4. This is a flexible system, easily adaptable to the needs of a specific company.

With the help of budget management, you can create an accurate picture of what is happening, easy to perceive, control, analyze and plan, with a clear identification of priorities in the company's work.

5 – FM Control and analysis of budget execution at the enterprise Treasury system as a tool for monitoring the cash flows of the enterprise

Budget execution is control over the implementation of economic activities of the budgetary unit of the enterprise in strict accordance with the adopted budget. Budget execution process:

    bringing the approved budget parameters to the relevant executors

    development of D&R plans on a regulated basis

    operational control of parameters to approved indicators

    receiving reports based on the results of the actually completed plan

The treasury system is being introduced in order to increase the level of control over DP in large corporations. That. a separate service is being created to shift the burden of decisions from the financial director. Ch. The task of the treasury is to organize implementation in terms of financing and control the execution of the payment calendar of the entire corporation, as well as uninterrupted financing within the budget of the DS movement, issuing recommendations to structural divisions. The main principle of the effective operation of the treasury is the consolidation of all D&R in a single corporate account, as well as the financing of departments in accordance with their budgets.

6 – FM The concept of the financial structure of an enterprise. Financial Responsibility Centers.

Financial structure is a set of centers of financial responsibility. Financial responsibility centers are structural units for which responsibility for financial performance is determined. That. Each indicator must be assigned to the personal responsibility of the head of this department.

The revenue center is responsible for revenue generation and customer relationships.

The cost center is responsible for the quality and quantity of goods and services, but at the same time the manager monitors costs, analyzes variances and ensures that the activities of this center correspond to budgetary indicators.

The profit center is assessed by various profit indicators - PE, marginal profit, gross profit.

The investment center has the ability to influence the return on invested capital.

7 – FM Methods for forecasting cash flows.

In financial management, cash flow forecasting is done using several capital investment analysis methods, including the standard method and the equity method, which are as follows:

Standard method Earnings Before Depreciation and Taxes (EBDT) - Depreciation = Earnings Before Taxes (EBT) - Taxes = Earnings After Taxes (EAT) + Depreciation CASH FLOW

Own capital method. Earnings before interest and taxes Less interest Less depreciation = Earnings before taxes Less taxes = Net income Plus depreciation Plus working capital Less principal payments CASH FLOW

8-FM Income approach to business valuation: content and methods

I. Methods of capitalization of income. Widely distributed in p/p. Among valuation methods and among income methods, the direct capitalization method is most often used.

P = Flow of capitalization. Whether an income stream can be an emergency or a private equity income depends on which indicator is more significant for a given subdivision. Regardless of the chosen income stream, the result of the assessment will be the same. For capitalization, the average value of PE or DP is allocated, usually calculated over several periods.

Capitalization rate. There are several models for calculating the capitation ratio:

1. Gordon model – P = Dividends/discount rate (k) – average annual growth rate of income stream (g), i.e. capital ratio = capital ratio. The discount rate is determined as:

    Weighted average drop value (WACC)

    If only the insurance company is evaluated in the form of a block of shares quoted on the market, then the CAMP model is acceptable

    If not an OJSC, then the cumulative construction method is most often used, which is based on the fact that the risk-free rate is used as the calculation base (c/w yield, rate on the smallest risky deposits (5.8%)) + risks, such as the size of the company (the larger the company, the lower the risk), financial structure, product diversification, clientele diversification.

The discount rate is the minimum rate of return acceptable for investors.

2. Inwood and Hoskald model

P = A avg (average year. emergency) / capitalization rate (i) + capital replacement factor, which is calculated: N = 1 / (1 + i) n -1

II. Income discounting method.

This is the leading method for OB, because expected income is the main parameter for making any financial decisions (taking into account the time factor). The specifics of using this method consists of 2 points: the methodology for calculating DP for business valuation; the concept of terminal clause. There are several DP models: DP for current activities+ depreciation + provisions for doubtful debts = gross DP – changes in working capital = net operating DP – needs in I= free DP.

Methodology for forecasting DP. For assessment, a DP forecast of 3-5 years is compiled. The discount rate is selected and discounted DPs are determined. Then the terminal value is determined (this is the value of the DP in the post-forecast period for an infinitely long period in the future) and it is discounted. Then the results are summed up. Company st. = disk DP + tek st. term.st.

Term article = growing DP* (1+g(growth rate))/disk rate – growth rate. The development of the concept of disk-x DP is associated with the concept of additional value (difference between profitability A and capital value)

9-FM Types of business value. The concept of open market value

Types of business value:

    open market value or open market value. The market value of a business is the most likely price at which it can be sold on the open market in a competitive environment, when the parties to the transaction act reasonably, having all the necessary information, and the transaction price is not affected by any extraordinary circumstances

    reasonable market value is precisely the price at which the act of purchase and sale is completed as a result of bidding between the buyer and seller. To calculate a reasonable market value, appraisers must apply several valuation methods and evaluate the price and then agree on the results between the buyer and seller.

    justified standard cost - cost calculated on the basis of methods and standards approved by government agencies

    I cost – the cost of payment for a specific investor (in addition to the nominal price paid by the investor, there are implicit costs or benefits for the investor)

    Liquidation value is the value of a business owner if its activities are going to cease. There is ordinary and forced liquidation. The cost will vary. In the case of voluntary liquidation, there is enough time to sell assets and get the maximum value for each A m. In the case of forced liquidation, the sale of A is carried out quickly and at auction at lower prices: therefore the liquidation value is called the auction value.

    Residual value (book value)

11-FM Market multipliers (coefficients) and their application in business valuation

Market approach to OB:

    Market multiplier method.

The information base for applying the market approach is information from the open stock market about transactions being carried out, as well as data from public financial statements of both the assessed subsidiary and other similar companies. To estimate the income ratio using the multiplier method, it is necessary to calculate the industry average values ​​of financial coefficients and multipliers. They are calculated for similar companies. To calculate average industry values, it is necessary to carefully select similar companies. The selection is made according to the following criteria:

  1. size based on average payroll number and total assets

    life cycle stage

  2. organizational structure

    quality of management

as a rule, from 3 to 5 similar companies are selected and multipliers are calculated for them: P/S (to revenue) - used to evaluate companies in any industry, but does not apply to unprofitable companies; P/E (PE ) – can be calculated in 2 ways:

The ratio of the analogue company’s business status to the private enterprise

Share price/PR per share

R is taken:

1. price quality (current stock price – today’s quote)

2. Wed. price for the previous 6 months. Or a year

E is taken:

1. Earnings per share

2. profit in the last financial year

3. expected price per share in the financial year

P/OM (gross profit) - applied in cases where the substation does not have a state of emergency, or if the substation has significant operational and non-realization D&R, management and comms P, which distort financial results. Often used to evaluate small p/p.

The values ​​of the multiplicity are calculated and the task of the evaluators is to select the 4-5 most significant multiplicities for a given subdivision. The method based on market multipliers, on the one hand, is simple and is often used by appraisers, but on the other hand, there are a lot of pitfalls.

12-FM Valuation of controlling and non-controlling stakes

In the evaluation process, it is often necessary to determine the cost not of the whole substation, but of one or another share of the capital. The valuation method and the value of the cost depend on which shares are being valued. M.b. ordinary and preferred shares, controlling and non-controlling interest. The degree of control increases stepwise depending on the additional rights of the owner. 1st stage – additional rights of shareholders of at least 10% - the right to convene an extraordinary meeting of shareholders at the next reconvening, the possibility of blocking the decision of the majority. 2nd stage. – 25% allows you to block the decision of the majority at the first meeting. 3rd stage – 50% operating majority stake has the right to chair the board of directors, constant operational control over the activities of the subdivision. 4 – 75% absolute controlling interest. Guarantees the adoption of any decisions and intervention at any time. Methodology for calculating the standard value of shares: weighted average of 3 parameters:

1. The number of shares is calculated using the method based on the state of emergency (for the last 3 years, arithmetic average) / refinancing rate (valid on the day of valuation). It is adjusted for the share of shares in the package and adjusted for the control coefficient.

2. number of shares, calculated on the basis of stock exchange quotations = average arithmetic price of opening and closing trades that took place within 3 months before the valuation date / number of shares

3. Article of shares by NAV: NAV * Share of the package * Number of control. After calculating 3 articles, the average value is determined, with the weights specified in paragraphs. (if a subdivision has 3 points, then the coefficient for the highest value is 0.6, for the average - 0.3, for the largest - 0.1. If there are gold shares, then the standard for them is 0.8). On the open market, when determining the size of a block of shares, in addition to control, there is also a discount or premium for liquidity and a discount or premium for additional costs or additional benefits. These discounts can be applied simultaneously, i.e. at p/p m.b. premium for control, but also a discount for low liquidity. M applies to any block of shares that cannot be sold within 5 days. General formula for calculating the value of a block of shares: Article = Specific weight*total value p/p*(1-control coefficient)*(1-payment per share)*(1-other discounts and allowances)

13. Calculation of share conversion ratios during mergers and acquisitions

In general, when merging, there are two possible ways to determine the conversion rate: based on authorized capital and based on equity capital. In the first method (based on the Criminal Code), the conversion coefficient can be determined in the following way: k = (1 + (UC2*Nom2)/(CM1*Nom1))*(1 + (N1*Nom1)/(N2*Nom2)), in the second method (based on taking into account the size of equity capital) k =(1 + (N1*Nom1)/(N2*Nom2))*SK2/(SK1 + SK2), where SK2 is the equity capital of the second company being acquired, N is the number of shares , Nom - par value of shares.

14. Criteria for selecting analogue companies using a market approach to business valuation.

The composition of the comparability criteria is determined by the assessment conditions, the availability of the necessary information, techniques and methods developed by the Appraiser. In practice, it is impossible to analyze all the factors by which the final selection is made, but the criterion of industry similarity is mandatory.

Let's consider the main selection criteria.

Industry similarities- the list of potentially comparable companies always belongs to the same industry, but not all enterprises included in the industry or offering their goods on the same market, comparable. The appraiser must consider the following additional factors:

A) level of production diversification. If an enterprise produces one type of product or a certain product significantly dominates production and provides 85% of the total profit, and a comparable company is focused on a wide range of goods and services, or a similar product provides no more than 20% of the total profit, then such companies are not comparable for the Appraiser;

6) the nature of the interchangeability of manufactured products. An analogue produces a similar product using equipment that can be easily reconfigured for the production of new products. Consequently, enterprises will react differently to changes in the market situation;

V) dependence on the same economic factors.

The cost of capital of construction companies operating in areas of mass construction and in remote economic areas will differ significantly if other criteria are sufficiently similar.

G) stage of economic development of the company being assessed and its peers.

Size- is the most important criterion assessed by the analyst when compiling the final list of analogues. Comparative estimates of company size include such parameters as the volume of products and services sold, profit volume, number of branches, etc.

A) geographic diversification - large companies usually have a more extensive network of consumers of their products, thereby minimizing the risk of instability in sales volumes;

b) quantity discounts - large companies purchase raw materials in larger volumes than small firms and receive significant discounts.

V) price differences for similar products - large companies often have the opportunity to set higher prices, since the consumer prefers to purchase goods from well-established companies, essentially paying for a trademark that guarantees quality. This ultimately affects the value of the multiplier.

Growth prospects- The appraiser must determine the phase of economic development of the enterprise, since it affects the nature of the distribution of net profit to dividend payments and costs associated with the development of the enterprise. When assessing the growth prospects of a company, the analyst considers the degree of influence of three main factors: the general level of inflation, the growth prospects of the industry as a whole and the individual development opportunities of the company, the dynamics of the company’s market share.

Financial risk. Financial risk assessment is carried out in the following ways:

A) capital structure is compared

6) is assessed

V) the company's creditworthiness is analyzed

Quality of management- this factor is the most difficult, since the analysis is carried out on the basis of indirect data, such as the quality of reporting documentation, age composition, level of education, experience, salary of management personnel, as well as the company’s place in the market.

The list of comparability criteria given above is not exhaustive, and the expert has the opportunity to independently supplement the list with additional factors. The appraiser rarely finds companies absolutely identical to the one being assessed, therefore, based on the analysis of the criteria, he can draw one of the following conclusions:

A) the company is comparable to the one being assessed based on a number of characteristics and can be used to calculate multipliers;

b) the company is not sufficiently comparable to the one being valued and cannot be used in the valuation process.

15-FM Financial insolvency (bankruptcy): concept, signs, types, procedures

Insolvency (bankruptcy) is the inability of a debtor recognized by an arbitration court to fully satisfy the claims of creditors for monetary obligations and (or) to fulfill the obligation to make mandatory payments

Bankruptcy always tries to solve the dilemma: whose interests to protect - the debtor or the creditor.

Signs of bankruptcy

1. A citizen is considered unable to satisfy the claims of creditors for monetary obligations and (or) fulfill the obligation to pay mandatory payments if the corresponding obligations and (or) obligations are not fulfilled by him within three months from the date on which they should have been fulfilled, and if the amount his liabilities exceed the value of his property.

2. A legal entity is considered unable to satisfy the claims of creditors for monetary obligations and (or) fulfill the obligation to make mandatory payments if the corresponding obligations and (or) obligations are not fulfilled by it within three months from the date on which they should have been fulfilled.

Types of bankruptcy:

    real: the complete inability of the enterprise to restore its solvency and financial stability.

    technical: insolvency of an enterprise caused, for example, by an overdue contract

    intentional: deliberate creation of insolvency of an enterprise by its own managers

    fictitious: deliberately false announcement of one's insolvency for the purpose of misleading creditors.

The main factor in bankruptcy is the redistribution of property.

16-FM Domestic and foreign methods for predicting the risk of bankruptcy of an enterprise

17-FM Operational, tactical and strategic mechanism for financial stabilization of an insolvent enterprise

Operational mechanism for financial stabilization a system of measures aimed at reducing the size of the current external and internal financial obligations of an enterprise in the short term, and on the other hand, at increasing the amount of monetary assets that ensure the urgent repayment of these obligations. The principle of “cutting off the excess” underlying this mechanism determines the need to reduce the size of both current needs (causing corresponding financial obligations) and certain types of liquid assets

The basis of stabilization is to ensure a balance between monetary assets and short-term financial liabilities of the enterprise

Accelerated liquidity of current assets, ensuring the growth of positive cash flow in the short term, is achieved through the following main activities:

    liquidation of a portfolio of short-term financial investments;

    acceleration of collection of receivables;

    reducing the period for providing commodity (commercial) credit;

Accelerated partial disinvestment of non-current assets, ensuring the growth of positive cash flow in the short term, is achieved through the following main activities:

    sale of the highly liquid part of long-term financial instruments of the investment portfolio;

    rental of equipment previously planned for acquisition in the process of updating fixed assets and others.

Accelerated reduction in short-term financial liabilities, ensuring a reduction in the volume of negative cash flow in the short term, is achieved through the following main measures:

    prolongation of short-term financial loans;

    restructuring the portfolio of short-term financial loans with the transfer of some of them into long-term ones;

tactical financial stabilization mechanism is a system of measures aimed at achieving the point of financial equilibrium of the enterprise in the coming period.

OGsfr = OPsfr (3.3)

Where OG sfr – the possible volume of generating the enterprise’s own financial resources;

OPsfr is the required volume of consumption of the enterprise’s own financial resources.

Increasing the volume of generating own financial resources, ensuring the growth of the left side of inequality, is achieved through the following main measures:

    optimization of the enterprise's pricing policy, providing additional operating income;

    reduction of fixed costs (including reduction of management personnel, expenses for current repairs, etc.);

Reducing the required volume of consumption of own financial resources, ensuring a reduction in the left side of inequality, is achieved through the following main measures:

    Reducing the investment activity of the enterprise in all its main forms;

    Ensuring the renewal of operating non-current assets mainly through their rental (leasing);

. Strategic mechanism for financial stabilization is a system of measures aimed at maintaining the achieved financial balance of the enterprise over a long period. This mechanism is based on the use of a model of sustainable economic growth of an enterprise, ensured by the main parameters of its financial strategy.

Based on the strategic mechanism of financial stabilization of the enterprise, the following main conclusions can be drawn:

1. The maximum period of crisis-free development with the achieved equilibrium financial state of the enterprise is determined by the period of correspondence of the growth rates of product sales to their values ​​calculated according to the model of sustainable economic growth. Any deviation from the calculated values ​​of this indicator leads to the enterprise losing its state of financial balance.

2. Sustainable economic growth of the enterprise is ensured by the following main parameters of its financial development:

profitability ratio of product sales;

profit distribution policy (reflected by the net profit capitalization ratio);

3. All parameters of the model of sustainable economic growth are variable over time and in order to ensure the financial balance of the enterprise, they must be periodically adjusted taking into account the internal conditions of its development, changes in the situation of the financial and commodity markets and other environmental factors.

18 – FM Establishing the composition and amount of creditors’ claims against the debtor in bankruptcy proceedings

19 – FM Measures to restore the solvency of the debtor enterprise, provided for by the Federal Law

The external management plan may provide for the following measures to restore the debtor’s solvency:

repurposing of production;

closure of unprofitable industries;

collection of accounts receivable;

sale of part of the debtor's property;

assignment of rights of claim of the debtor;

fulfillment of the debtor's obligations by the owner of the property of the debtor - a unitary enterprise, the founders (participants) of the debtor or a third party or third parties;

increasing the debtor’s authorized capital through contributions from participants and third parties;

placement of additional ordinary shares of the debtor;

sale of the debtor's enterprise;

replacement of the debtor's assets;

other measures to restore the debtor's solvency.

20 – FM Moratorium on satisfying creditors’ claims in the procedure

Moratorium - suspension of the debtor's fulfillment of monetary obligations and payment of mandatory payments;

Moratorium on satisfying creditors' claims

1. The moratorium on satisfying creditors’ claims applies to monetary obligations and obligatory payments, the deadlines for which came before the introduction of external management.

2. During the period of validity of the moratorium on satisfying creditors’ claims for monetary obligations and making mandatory payments provided for in paragraph 1 of this article:

execution of enforcement documents on property penalties, other documents, collection of which is carried out in an indisputable manner, is suspended, their forced execution is not allowed, with the exception of the execution of enforcement documents issued on the basis of decisions on the collection of arrears of wages that entered into legal force before the introduction of external management, on the payment of remuneration under copyright agreements, on the recovery of property from someone else’s illegal possession, on compensation for harm caused to life or health, and compensation for moral damage, as well as on the collection of debt on current payments;

penalties (fines, penalties) and other financial sanctions are not assessed for non-fulfillment or improper fulfillment of monetary obligations and obligatory payments, with the exception of monetary obligations and obligatory payments that arose after the acceptance of the application for declaring the debtor bankrupt, as well as penalties (fines, penalties).

Interest is accrued on the amount of claims of the bankruptcy creditor, the authorized body in the amount established in accordance with Article 4 of this Federal Law on the date of introduction of external management in the manner and in the amount provided for by this article.

Interest on the amount of claims of the bankruptcy creditor, an authorized body, expressed in the currency of the Russian Federation, is accrued in the amount of the refinancing rate established by the Central Bank of the Russian Federation on the date of introduction of external management.

The agreement between the external administrator and the bankruptcy creditor may provide for a smaller amount of interest payable or a shorter period for accrual of interest compared to such amount or period provided for in this article.

Interest subject to accrual and payment in accordance with this article is accrued on the amount of claims of creditors of each priority from the date of introduction of external management and until the date of the arbitration court's ruling on the commencement of settlements with creditors on the claims of creditors of each priority, or until the said claims are satisfied by the debtor or a third party during external administration, or until a decision is made to declare the debtor bankrupt and to open bankruptcy proceedings.

Interest accrued in accordance with this article is not taken into account when determining the number of votes belonging to the bankruptcy creditor, the authorized body at meetings of creditors.

Interest accrued in accordance with this article in the event that the debtor is declared bankrupt and bankruptcy proceedings are opened shall be subject to satisfaction in the manner established by paragraph 3 of Article 137 of this Federal Law.

3. The moratorium on satisfying creditors’ claims also applies to creditors’ claims for compensation for losses associated with the external manager’s refusal to fulfill the debtor’s contracts.

4. The rules provided for in paragraphs 2 and 3 of this article do not apply to monetary obligations and mandatory payments that arose after the arbitration court accepted an application for declaring the debtor bankrupt and the due date for which came after the introduction of external administration.

5. The moratorium on satisfying creditors’ claims does not apply to claims for the collection of arrears of wages, payment of royalties under copyright contracts, compensation for harm caused to life or health, or compensation for moral damage.

21 - FM Competitive mass

1. All property of the debtor available at the time of opening bankruptcy proceedings and identified during bankruptcy proceedings constitutes the bankruptcy estate.

2. Excluded from the debtor’s property, which constitutes the bankruptcy estate, are property withdrawn from circulation, property rights associated with the debtor’s personality, including rights based on an existing license to carry out certain types of activities, as well as other property provided for by this Federal Law.

As part of the debtor's property, the property that is the subject of the pledge is separately taken into account and subject to mandatory assessment.

3. In order to properly maintain records of the debtor’s property, which constitutes the bankruptcy estate, the bankruptcy trustee has the right to involve accountants, auditors and other specialists.

Property of the debtor not included in the bankruptcy estate

1. If the debtor’s property includes property withdrawn from circulation, the bankruptcy trustee notifies the owner of the property withdrawn from circulation about this.

2. The owner of property withdrawn from circulation accepts this property from the bankruptcy trustee or assigns it to other persons no later than six months from the date of receipt of the notification from the bankruptcy trustee.

3. If the owner of property withdrawn from circulation fails to fulfill the obligation provided for in paragraph 2 of this article, after six months from the date of receipt of notification from the bankruptcy trustee, all expenses for the maintenance of property withdrawn from circulation shall be assigned to the owner of said property, unless otherwise established by this article.

4. Pre-school educational institutions, general education institutions, medical institutions, sports facilities, communal infrastructure facilities related to life support systems (hereinafter referred to as socially significant objects) are sold through bidding in the form of a competition in the manner

A prerequisite for such a competition should be the obligation of the buyer of socially significant objects to maintain and ensure their operation and use in accordance with the intended purpose of these objects. Other conditions for the competition are determined by the meeting of creditors (committee of creditors) at the proposal of the local government body.

The sale price of socially significant objects is determined by an independent appraiser. Funds received from the sale of socially significant objects are included in the bankruptcy estate.

After the competition, the local government enters into an agreement with the buyer of socially significant objects on the implementation of the terms of the competition.

In the event of a significant violation or failure by the buyer of socially significant objects to fulfill the agreement on the fulfillment of the terms of the competition, the said agreement and the purchase and sale agreement for socially significant objects are subject to termination by the court on the basis of an application from the local government body.

If the court terminates the said agreement and the purchase and sale agreement for socially significant objects, such objects are subject to transfer into the ownership of the municipality, and the funds paid under the purchase and sale agreement for socially significant objects are reimbursed to the buyer at the expense of the local budget.

5. The housing stock for social use, as well as socially significant objects that are not sold in the manner prescribed by paragraph 4 of this article, are subject to transfer into the ownership of the relevant municipal entity represented by local government bodies, of which the bankruptcy trustee notifies the specified bodies.

6. The transfer of housing stock for social use and any socially significant objects specified in paragraph 5 of this article into the ownership of the municipality is carried out without any additional conditions.

7. Officials of local government bodies who do not comply with the provisions of paragraphs 5 and 6 of this article bear responsibility under federal law.

1. Out of turn, the following current obligations are repaid at the expense of the bankruptcy estate:

the debtor's legal expenses, including the costs of publishing messages provided for in Articles 28 and 54 of this Federal Law;

expenses related to the payment of remuneration to the arbitration manager, registrar;

current utility and maintenance payments necessary to carry out the debtor’s activities;

claims of creditors that arose in the period after the arbitration court accepted an application for declaring the debtor bankrupt and before declaring the debtor bankrupt, as well as claims of creditors for monetary obligations that arose during bankruptcy proceedings, unless otherwise provided by this Federal Law;

arrears of wages that arose after the arbitration court accepted an application for declaring the debtor bankrupt, and for wages of the debtor’s employees accrued during the period of bankruptcy proceedings;

other expenses related to bankruptcy proceedings.

If the termination of the activities of the debtor's organization or its structural divisions may entail man-made and (or) environmental disasters or loss of life, the costs of carrying out measures to prevent the occurrence of these consequences are also paid out of turn.

2. The claims of creditors for the debtor's current monetary obligations expressed in foreign currency are satisfied in the manner established by this Federal Law.

3. The order of satisfaction of creditors' claims for the debtor's current monetary obligations specified in paragraph 1 of this article is determined in accordance with Article 855 of the Civil Code of the Russian Federation.

4. The claims of creditors are satisfied in the following order:

first of all, settlements are made on the claims of citizens to whom the debtor is liable for causing harm to life or health, by capitalizing the corresponding time payments, as well as compensation for moral damage;

secondly, calculations are made for the payment of severance pay and wages of persons working or who worked under an employment contract, and for the payment of remuneration under copyright contracts;

thirdly, settlements are made with other creditors.

The claims of creditors for obligations secured by a pledge of the debtor's property are satisfied at the expense of the value of the collateral primarily to other creditors, with the exception of obligations to creditors of the first and second priority, the rights of claim for which arose before the conclusion of the corresponding pledge agreement.

5. When paying for the work of the debtor’s employees who continue to work during bankruptcy proceedings, as well as those hired during bankruptcy proceedings, the bankruptcy trustee must make deductions provided for by law (alimony, income tax, trade union and insurance dues, etc.) and payments imposed on the employer in accordance with federal law.

Establishing the amount of creditors' claims

1. Creditors have the right to present their claims to the debtor at any time during external management. These requirements are sent to the arbitration court and the external manager, accompanied by a judicial act or other documents confirming the validity of these requirements. The specified requirements are included by the external manager or registrar in the register of creditors' claims on the basis of a ruling of the arbitration court on inclusion of the specified requirements in the register of creditors' claims.

2. The external manager is obliged, within five days from the date of receipt of the creditors’ claims, to notify the representative of the founders (participants) of the debtor or the representative of the owner of the property of the debtor - a unitary enterprise about the receipt of the creditors’ claims and provide these persons with the opportunity to familiarize themselves with the creditors’ claims and the documents attached to them.

3. Objections to the claims of creditors may be submitted to the arbitration court by an external manager, a representative of the founders (participants) of the debtor or a representative of the owner of the property of the debtor - a unitary enterprise, as well as by creditors whose claims are included in the register of creditors' claims. Such objections are made within a month from the date of receipt of the specified requirements by the external manager.

4. If there are objections to the claims of creditors, the arbitration court shall verify the validity of the corresponding claims of the creditors. Based on the results of the consideration, the arbitration court issues a ruling on the inclusion or refusal to include the specified claims in the register of creditors' claims. The arbitration court's ruling on inclusion shall indicate the amount and order of satisfaction of such claims.

5. Claims of creditors for which no objections have been received are considered by the arbitration court to verify their validity and the existence of grounds for inclusion in the register of creditors' claims. Based on the results of the consideration, the arbitration court issues a ruling on inclusion or refusal to include creditors' claims in the register of creditors' claims. The specified requirements can be considered by the arbitration court without the involvement of persons participating in the bankruptcy case.

6. A determination to include or refuse to include creditors’ claims in the register of creditors’ claims is subject to immediate execution and may be appealed.

The ruling on inclusion or refusal to include creditors' claims in the register of creditors' claims is sent by the arbitration court to the external manager or registrar and the applicant.

22 – FM The relationship between the accounting policies of an enterprise for accounting purposes and the accounting policies for calculating income tax.

23 - FM. Concept and calculation of the tax burden of an organization

The tax burden is understood as a relative indicator characterizing the share of accrued taxes in gross income, calculated taking into account the requirements of tax legislation for the formation of various tax elements. The severity of the tax burden takes into account not only the tax burden, but also other indirect factors that reduce or increase the tax burden.

Basic factors influencing the tax burden: contractual and accounting policies, benefits, budgetary, tax, investment policies of the state. To calculate the tax burden, the gross tax revenue indicator is used, i.e. including revenue from sales and non-operating income, increased by the amount of indirect taxes.

There are traces of the cash burden calculation model:

1. total:

Kozlov's model D.A. Tax burden = Sum of VAT, Unified Social Tax, road use tax, property tax and profit tax.

Tax Policy Department. Cash burden = All taxes paid / Sales proceeds

2. multiplicative:

Kreinin's model M.N. Tax burden = (Revenue from sales (V) – costs of production of sold products excluding taxes (Cp) – actual profit after taxes (Pch))/ (B - Wed) * 100%. This model underestimates the impact of indirect taxes.

Model of Kadushin and Mikhailova. Cash the burden should be determined in relation to value added (VA). This approach ensures comparability of the cash burden. Cash Burden = 18%/118% + 26%/126% * (labor costs / DS = Kzp) + 0.13 (1 – 0.26/1.26 * Kzp + 0.24*(0.8332 – Kzp – (Depreciation/DS))). Disadvantages: some taxes are not reflected, DS is not the best basis for calculating the tax burden, since a number of taxes have a wider tax base.

24-FM Assessment of the effectiveness of tax planning.

25 – FM NP when managing expenses of business entities

It is advisable to consider NalPlan expenses based on the goals of the business entity. If the purpose of the activity is to make a profit and maximize the emergency, then cost management should be aimed at reducing them comprehensively. Those. reducing the amount of taxes attributed to expenses. To optimize the unified tax, it is advisable to conclude agreements with employees that allow this tax not to be charged. To reduce property tax, it is possible to use benefits and take into account accounting policy options. Saving on costs increases the amount of income tax, but allows you to maximize the emergency situation.

If the purpose of the activity is not to make a profit, then cost management should be aimed at minimizing income tax. Such organizations must take an extremely balanced approach to minimizing the unified social tax and property tax, because this increases the tax base for income tax.

So, tax regulation of expenses affects the final financial result, and it is necessary to take into account the specifics of Russian conditions.

26 – FM NP in managing the income of business entities

It is advisable to implement NalPlan with income in various directions. Indirect taxes, primarily VAT, have a great influence on the price level. Optimizing these incomes allows enterprises to increase their financial resources. NP VAT is not so much about applying tax exemptions, but about clearly and correctly documenting all VAT amounts, clearly and correctly maintaining invoices, minimizing the period from prepayment to actual posting, speeding up the process of performing services by third parties and their acceptance in reporting period.

27 – FM NP in profit management of business entities

NalPlan profit is analyzed depending on the goals facing the organization. If the goal of activity is to make a profit and maximize profits, then the main efforts of managers should be aimed at achieving this. When managing profit from sales, it is necessary to keep in mind that the factor of changing the level of indirect non-profit is of no small importance for the purposes of its planning. As part of net profit management, an indicator is traditionally considered that reflects the level of additionally generated profit on equity capital at different shares of borrowed funds, which is called the financial leverage effect.

EFR = (1-Нс) * (Ruо-Кс) * ЗК/СК, Нс – tax rate on profit (decimal fraction), Ruo – ratio of profit to average value of assets, Кс – average amount of interest on a loan for using the ZK.

The indicator (1-Нс) is called the tax shield. As a result of NalPlan, it is possible to differentiate it up to bringing the value to 1.

If the goal of the enterprise is not to obtain the maximum amount of private equity, then they have every reason to be more active in increasing the effect of financial leverage, including through private equity.

28 – FM NP when managing investments of business entities

for real investments, NP allows you to increase such sources of financing capital investments as depreciation charges, by adopting in the accounting policy the appropriate method for calculating depreciation charges, and state of emergency. That. When drawing up an investment plan, business entities must competently approach the search for sources of financing, using additional opportunities provided by NP.

The management of intangible assets and financial investments also depends on the NP. Working capital management involves solving problems of reducing debt, including by providing discounts on prices subject to early payment.

That. When making investment decisions, NP methods of income and expenses should be used.

29-FM Principles of constructing financial statements according to international standards

IFRS 1. Presentation of financial statements

The purpose of financial statements is to present information about the financial position, results of operations, and changes in the financial position of an enterprise. This information is needed by a wide range of users when making economic decisions.

Financial statements also show the performance of an enterprise's management or management's responsibility for the resources entrusted to it.

In portfolio theory, the beta coefficient ( English Beta, β) is an indicator that characterizes the risk introduced into the market portfolio by an individual stock. To calculate its value you must use the following formula:



Var(p)– variation in portfolio return ( p).


In extended form, the formula for calculating the beta coefficient can be written as follows:



Where k i– profitability of the security in the i-th period;


Expected (average) return of a security;


p i– portfolio return in the i-th period;


Expected (average) portfolio return.


n– number of observations.

Interpreting Beta

β 1 – the return of the stock and the portfolio (market index) demonstrate unidirectional movement, while the volatility of the stock return is higher than the volatility of the portfolio return.

Calculation example

The dynamics of profitability of shares of Company A and Company B, as well as the dynamics of portfolio profitability are presented in the table:



The expected return on shares of Company A will be 4.986%, Company B 5.031% and the portfolio 3.201%.


A = (5.93+5.85+5.21+5.37+4.99+4.87+4.70+4.75+4.33+3.86)/10 = 4.986%


B = (4.25+4.47+4.68+4.71+4.77+5.25+5.45+5.33+5.55+5.85)/10 = 5.031%


= (2,27+2,39+3,47+3,21+2,95+2,97+3,32+3,65+3,97+3,81)/10 = 3,201%


Let's substitute the obtained data into the above formula for calculating the beta coefficient.


β A = ((5,93-4,986)(2,27-3,201) + (5,85-4,986)(2,39-3,201) + (5,21-4,986)(3,47-3,201) + (5,37-4,986)(3,21-3,201) + (4,99-4,986)(2,95-3,201) + (4,87-4,986)(2,97-3,201) + (4,70-4,986)(3,32-3,201) + (4,75-4,986)(3,65-3,201) + (4,33-4,986)(3,97-3,201) + (3,86-4,986)(3,81-3,201)) / ((2,27-3,201) 2 + (2,39-3,201) 2 + (3,47-3,201) 2 + (3,21-3,201) 2 + (2,95-3,201) 2 + (2,97-3,201) 2 + (3,32-3,201) 2 + (3,65-3,201) 2 + (3,97-3,201) 2 + (3,81-3,201) 2) = -0,975


β B = ((4,25-5,031)(2,27-3,201) + (4,47-5,031)(2,39-3,201) + (4,68-5,031)(3,47-3,201) + (4,71-5,031)(3,21-3,201) + (4,77-5,031)(2,95-3,201) + (5,25-5,031)(2,97-3,201) + (5,45-5,031)(3,32-3,201) + (5,33-5,031)(3,65-3,201) + (5,55-5,031)(3,97-3,201) + (5,85-5,031)(3,81-3,201)) / ((2,27-3,201) 2 + (2,39-3,201) 2 + (3,47-3,201) 2 + (3,21-3,201) 2 + (2,95-3,201) 2 + (2,97-3,201) 2 + (3,32-3,201) 2 + (3,65-3,201) 2 + (3,97-3,201) 2 + (3,81-3,201) 2) = 0,755


So, the return on the shares of Company A shows multidirectional movement with the return on the market portfolio, as evidenced by the negative value of the beta coefficient -0.975. Moreover, its absolute (modulo) value indicates that the risk of investing in these securities is almost equal to the market risk (when β = 1).


The return on Company B shares, on the contrary, shows a unidirectional movement with the return on the market portfolio, which confirms the positive value of the beta coefficient. At the same time, the risk of investing in these securities is also lower than the market one.



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