1.Capital Structure, DividendPolicy and Valuation

2. Capital Structure: The Choices and theTrade offNeither a borrower nor a lender beSomeone who obviously hated thispart of corporate finance 3. First Principles 4. The Choices in FinancingThere are only two ways in which a businesscan make money.The first is debt. The essence of debt is that you promise to make fixed paymentsin the future (interest payments and repaying principal). If you fail to make thosepayments, you lose control of your business.The other is equity. With equity, you do get whatever cash flows are left overafter you have made debt payments. 5. Global Patterns in Financing 6. And a much greater dependenceon bank loans outside the US 7. choices: Disney, Aracruz andTata Chemicals 8. Stage 2Rapid ExpansionStage 1Start-upStage 4Mature GrowthStage 5DeclineFinancing Choices across the life cycleExternalFinancingRevenuesEarningsOwners EquityBank DebtVenture CapitalCommon StockDebt Retire debtRepurchase stockExternal fundingneedsHigh, butconstrained byinfrastructureHigh, relativeto firm value.Moderate, relativeto firm value.Declining, as apercent of firmvalueInternal financingLow, as projects dryup.Common stockWarrantsConvertiblesStage 3High GrowthNegative orlowNegative orlowLow, relative tofunding needsHigh, relative tofunding needsMore than funding needsAccessing private equity Inital Public offering Seasoned equity issue Bond issuesFinancingTransitionsGrowth stage$ Revenues/EarningsTime 9. The Transitional Phases..The transitions that we see at firms fromfully owned private businesses to venturecapital, from private to public and subsequentseasoned offerings are all motivated primarilyby the need for capital.In each transition, though, there are costsincurred by the existing owners:When venture capitalists enter the firm, theywill demand their fair share and more of the 10. Measuring a firms financingmix The simplest measure of how much debtand equity a firm is using currently is tolook at the proportion of debt in the totalfinancing. This ratio is called the debt tocapital ratio:Debt to Capital Ratio = Debt / (Debt +Equity)Debt includes all interest bearingliabilities, short term as well as long term. 11. The Financing Mix QuestionIn deciding to raise financing for a business,is there an optimal mix of debt and equity? If yes, what is the trade off that lets us determine this optimal mix? What are the benefits of using debt instead ofequity? What are the costs of using debt instead of equity? If not, why not? 12. Costs and Benefits of DebtBenefits of Debt Tax Benefits Adds discipline to managementCosts of Debt Bankruptcy Costs Agency Costs Loss of Future Flexibility 13. Tax Benefits of DebtWhen you borrow money, you are allowedto deduct interest expenses from yourincome to arrive at taxable income. Thisreduces your taxes. When you use equity,you are not allowed to deduct payments toequity (such as dividends) to arrive attaxable income.The dollar tax benefit from the interestpayment in any year is a function of yourtax rate and the interest payment: 14. The Effects of TaxesYou are comparing the debt ratios of realestate corporations, which pay thecorporate tax rate, and real estateinvestment trusts, which are not taxed, butare required to pay 95% of their earningsas dividends to their stockholders. Which 15. Debt adds discipline tomanagementIf you are managers of a firm with no debt,and you generate high income and cashflows each year, you tend to becomecomplacent. The complacency can lead toinefficiency and investing in poor projects.There is little or no cost borne by themanagersForcing such a firm to borrow money canbe an antidote to the complacency. Themanagers now have to ensure that the 16. Debt and DisciplineAssume that you buy into this argument thatdebt adds discipline to management.Which of the following types of companieswill most benefit from debt adding thisdiscipline? Conservatively financed (very little debt),privately owned businesses Conservatively financed, publicly tradedcompanies, with stocks held by millions of 17. Bankruptcy CostThe expected bankruptcy cost is a functionof two variables-- the probability of bankruptcy, which will depend upon how uncertainyou are about future cash flows the cost of going bankrupt direct costs: Legal and other Deadweight Costs indirect costs: Costs arising because peopleperceive you to be in financial troubleProposition 2: Firms with more volatileearnings and cash flows will have higherprobabilities of bankruptcy at any given 18. Debt & Bankruptcy CostRank the following companies on themagnitude of bankruptcy costs from mostto least, taking into account both explicitand implicit costs: A Grocery Store An Airplane Manufacturer High Technology company 19. Agency Cost An agency cost arises whenever you hire someone else to do something for you. Itarises because your interests(as the principal) may deviate from those of the person youhired (as the agent). When you lend money to a business, you are allowing the stockholders to use thatmoney in the course of running that business. Stockholders interests are different fromyour interests, because You (as lender) are interested in getting your money back Stockholders are interested in maximizing their wealth In some cases, the clash of interests can lead to stockholders Investing in riskier projects than you would want them to Paying themselves large dividends when you would rather have them keep the cash in thebusiness. Proposition 4: Other things being equal, the greater the agency problems associatedwith lending to a firm, the less debt the firm can afford to use. 20. Debt and Agency CostsAssume that you are a bank. Which of thefollowing businesses would you perceivethe greatest agency costs? A Large technology firm A Large Regulated Electric UtilityWhy? 21. Loss of future financingflexibilityWhen a firm borrows up to its capacity, itloses the flexibility of financing futureprojects with debt.Proposition 5: Other things remainingequal, the more uncertain a firm is about itsfuture financing requirements and projects,the less debt the firm will use for financingcurrent projects. 22. important in deciding on howmuch debt to carry...A survey of Chief Financial Officers oflarge U.S. companies provided thefollowing ranking (from most important toleast important) for the factors that theyconsidered important in the financingdecisionsFactor Ranking (0-5)1. Maintain financial flexibility 4.552. Ensure long-term survival 4.553. Maintain Predictable Source of Funds 4.054. Maximize Stock Price 3.995. Maintain financial independence 3.886. Maintain high debt rating 3.567. Maintain comparability with peer group 2.47 23. Debt: Summarizing the trade off 24. The Trade off for threecompanies.. 25. expect your firm to gain or losefrom using a lot of debt?Considering, for your firm, The potential tax benefits of borrowing The benefits of using debt as a disciplinary mechanism The potential for expected bankruptcy costs The potential for agency costs The need for financial flexibilityWould you expect your firm to have a highdebt ratio or a low debt ratio?Does the firms current debt ratio meetyour expectations? 26. A Hypothetical Scenario(a) There are no taxes(b) Managers have stockholder interests atheart and do whats best for stockholders.(c) No firm ever goes bankrupt(d) Equity investors are honest with lenders;there is no subterfuge or attempt to findloopholes in loan agreements.(e) Firms know their future financing needswith certainty 27. The Miller-Modigliani TheoremIn an environment, where there are notaxes, default risk or agency costs, capitalstructure is irrelevant.If the Miller Modigliani theorem holds: A firms value will be determined the qualityof its investments and not by its financing mix. The cost of capital of the firm will not changewith leverage. As a firm increases its leverage,the cost of equity will increase just enough tooffset any gains to the leverage. 28. What do firms look at infinancing?Is there a financing hierarchy?There are some who argue that firms follow a financing hierarchy, withretained earnings being the most preferred choice for financing,followed by debt and that new equity is the least preferred choice.In particular, Managers value flexibility. Managers valuebeing able to use capital (on new investmentsor assets) without restrictions on that use orhaving to explain its use to others. Managers value control. Managers like beingable to maintain control of their businesses.With flexibility and control being key factors: 29. Preference rankings long-termfinance: Results of a surveyRanking Source Score1 Retained Earnings 5.612 Straight Debt 4.883 Convertible Debt 3.024 External Common Equity 2.425 Straight Preferred Stock 2.226 Convertible Preferred 1.72 30. And the unsurprisingconsequences.. 31. Financing ChoicesYou are reading the Wall Street Journal andnotice a tombstone ad for a company,offering to sell convertible preferred stock.What would you hypothesize about thehealth of the company issuing thesesecurities? Nothing Healthier than the average firm In much more financial trouble than the 32. Capital Structure:Finding the Right Financing Mix 33. The Big Picture.. 34. Pathways to the OptimalThe Cost of Capital Approach: Theoptimal debt ratio is the one that minimizesthe cost of capital for a firm.The Enhanced Cost of Capital approach:The optimal debt ratio is the one thatgenerates the best combination of (low)cost of capital and (high) operatingincome.The Adjusted Present Value Approach: 35. I. The Cost of Capital ApproachValue of a Firm = Present Value of CashFlows to the Firm, discounted back at thecost of capital.If the cash flows to the firm are heldconstant, and the cost of capital isminimized, the value of the firm will bemaximized. 36. Measuring Cost of CapitalRecapping our discussion of cost ofcapital:The cost of debt is the market interest ratethat the firm has to pay on its long termborrowing today, net of tax benefits. It willbe a function of:(a) The long-term riskfree rte(b) The default spread for the company, reflecting its credit risk(c) The firms marginal tax rateThe cost of equity reflects the expected 37. Costs of Debt & EquityA recent article in an Asian businessmagazine argued that equity was cheaperthan debt, because dividend yields aremuch lower than interest rates on debt. Doyou agree with this statement? Yes NoCan equity ever be cheaper than debt? Yes 38. Applying Cost of CapitalApproach: The TextbookExampleAssume the firm has $200 million in cash flows, expected to grow 3% a year forever. 39. The U-shaped Cost of CapitalGraph 40. Current Cost of Capital: DisneyThe beta for Disneys stock in May 2009was 0.9011. The T. bond rate at that timewas 3.5%. Using an estimated equity riskpremium of 6%, we estimated the cost ofequity for Disney to be 8.91%:Cost of Equity = 3.5% + 0.9011(6%) =8.91%Disneys bond rating in May 2009 was A,and based on this rating, the estimated 41. Mechanics of Cost of CapitalEstimation1. Estimate the Cost of Equity at differentlevels of debt:Equity will become riskier -> Beta will increase -> Cost of Equity willincrease.Estimation will use levered beta calculation2. Estimate the Cost of Debt at different levelsof debt:Default risk will go up and bond ratings will go down as debt goes up ->Cost of Debt will increase.To estimating bond ratings, we will use the interest coverage ratio(EBIT/Interest expense)3. Estimate the Cost of Capital at different 42. 1. Estimate the unlevered betafor the firmTo get to the unlevered beta, we can start withthe levered beta (0.9011) and work back to anunlevered beta:Unlevered beta =Alternatively, we can back to the source andestimate it from the betas of the businesses.Levered Beta1 + (1 - t)DebtEquity=0.90111 + (1 -.38)16,68245,193= 0.7333 43. 2. Get Disneys currentfinancials 44. I. Cost of EquityLevered Beta = 0.7333 (1 + (1-.38) (D/E))Cost of equity = 3.5% + Levered Beta * 6% 45. Estimating Cost of DebtStart with the current market value of the firm = 45,193 + $16,682 = $61,875 millionD/(D+E) 0.00% 10.00% Debt to capitalD/E 0.00% 11.11% D/E = 10/90 = .1111$ Debt $0 $6,188 10% of $61,875EBITDA $8,422 $8,422 Same as 0% debtDepreciation $1,593 $1,593 Same as 0% debtEBIT$6,829 $6,829 Same as 0% debtInterest $0 $294 Pre-tax cost of debt * $ DebtPre-tax Int. cov 23.24 EBIT/ Interest ExpensesLikely Rating AAA AAA From Ratings tablePre-tax cost of debt 4.75% 4.75% Riskless Rate + Spread 46. The Ratings TableT.Bond rate in early2009 = 3.5% 47. A Test: Can you do the 30%level?D/(D + E) 10.00% 20.00% 30%D/E 11.11% 25.00%$ Debt $6,188 $12,375EBITDA $8,422 $8,422Depreciation $1,593 $1,593EBIT $6,829 $6,829Interest $294 $588Pretax int. cov 23.24 11.62Likely rating AAA AAAPretax cost of debt 4.75% 4.75% 48. Bond Ratings, Cost of Debt andDebt Ratios 49. Marginal tax rates and TaxableIncomeYou need taxable income for interest toprovide a tax savings. Note that the EBITat Disney is $6,829 million. As long asinterest expenses are less than $6,829million, interest expenses remain fully tax-deductible and earn the 38% tax benefit.At an 80% debt ratio, the interest expensesare $6,683 million and the tax benefit istherefore 38% of this amount.At a 90% debt ratio, however, the interest 50. Disneys cost of capitalschedule 51. Disney: Cost of Capital Chart 52. Disney: Cost of Capital Chart:1997 53. suggests that Disney should dothe followingDisney currently has $16.68 billion in debt.The optimal dollar debt (at 40%) is roughly$24.75 billion. Disney has excess debtcapacity of $ 8.07 billion.To move to its optimal and gain theincrease in value, Disney should borrow $8 billion and buy back stock.Given the magnitude of this decision, youshould expect to answer three questions: Why should we do it? 54. 1. Why should we do it?Effect on Firm Value FullValuation ApproachStep 1: Estimate the cash flows to Disneyas a firmEBIT (1 Tax Rate) = 6829 (1 0.38) = $4,234+ Depreciation and amortization = $1,593 Capital expenditures = $1,628 Change in noncash working capital $0Free cash flow to the firm = $4,199Step 2: Back out the implied growth rate inthe current market valueValue of firm = $ 61,875 =FCFF0(1 + g)(Cost of Capital - g)=4,199(1 + g)(.0751 - g)FCFF0(1 + g)(Cost of Capital - g)=4,199(1.0068)(.0732 - 0.0068)= $63,665 million 55. Effect on Value: CapitalStructure IsolationIn this approach, we start with the currentmarket value and isolate the effect ofchanging the capital structure on the cashflow and the resulting value.Firm Value before the change = 45,193 +$16,682 = $61,875 millionWACCb= 7.51%Annual Cost = 61,875 *0.0751 = $4,646.82 millionWACCa= 7.32%Annual Cost = 61,875 *0.0732 = $ 4,529.68 millionAnnual Savings next year(Cost of Capital - g)=$117.14(0.0732 - 0.0068)= $1,763 million 56. A Test: The Repurchase PriceLet us suppose that the CFO of Disneyapproached you about buying back stock.He wants to know the maximum price thathe should be willing to pay on the stockbuyback. (The current price is $ 24.34 andthere are 1856.732 million sharesoutstanding).If we assume that investors are rational,i.e., that the investor who sell their sharesback want the same share of firm value 57. Buybacks and Stock PricesAssume that Disney does make a tenderoffer for its shares but pays $27 per share.What will happen to the value per share forthe shareholders who do not sell back?a. The share price will drop below the pre-announcement price of $24.34b. The share price will be between $24.34 and the estimated value (above)of $25.29c. The share price will be higher than $25.29 58. 2. What if something goeswrong?The Downside RiskSensitivity to AssumptionsA. What if analysisThe optimal debt ratio is a function of our inputs on operating income,tax rates and macro variables. We could focus on one or two keyvariables operating income is an obvious choice and look at historyfor guidance on volatility in that number and ask what if questions.B. Economic Scenario ApproachWe can develop possible scenarios, based uponmacro variables, and examine the optimal debtratio under each one. For instance, we couldlook at the optimal debt ratio for a cyclical firmunder a boom economy, a regular economy and 59. Explore the past:Disneys Operating IncomeHistoryKey questions:What does a bad year look like for Disney?How much volatility is there in operating income?Recession Decline in Operating Income2008-09 Drop of about 10%2002 Drop of 15.82%1991 Drop of 22.00%1981-82 Increased 60. What if?Examining the sensitivity of theoptimal debt ratio.. 61. Constraints on RatingsManagement often specifies a desiredRating below which they do not want tofall.The rating constraint is driven by threefactors it is one way of protecting against downside risk in operating income a drop in ratings might affect operating income (indirect bankruptcycosts) there is an ego factor associated with high ratingsCaveat: Every Rating Constraint Has ACost. 62. Ratings Constraints for DisneyAt its optimal debt ratio of 40%, Disneyhas an estimated rating of A.If managers insisted on a AA rating, theoptimal debt ratio for Disney is then 30%and the cost of the ratings constraint isfairly small:Cost of AA Rating Constraint = Value at 40%Debt Value at 30% Debt= $63,651 $63,596 = $55million 63. 3. What if you do not buy backstock..The optimal debt ratio is ultimately afunction of the underlying riskiness of thebusiness in which you operate and your taxrate.Will the optimal be different if youinvested in projects instead of buying backstock? No. As long as the projects financed are in the same business mix thatthe company has always been in and your tax rate does not changesignificantly. Yes, if the projects are in entirely different types of businesses or if thetax rate is significantly different. 64. Tata Chemicals Optimal CapitalStructureActualOptimalTata Chemical looks like it is over levered (34% actual versus 10% optimal), but it istough to tell without looking at the rest of the group. 65. Extension to a firm with volatileearnings:Aracruzs Optimal Debt RatioUsing Aracruzs actual operating income in 2008, an abysmal year, yields an optimal debt ratio of 0%.Applying Aracruzs average pretax operating margin between 2004 and 2008 of 27.24% to 2008 revenues of$R 3,697 million to get a normalized operating income of R$ 1,007 million. That is the number used incomputing the optimal debt ratio in this table.Cost of debt includesdefault spread for Brazil. 66. Extension to a private businessOptimal Debt Ratio forBookscapeNo market value because it is a private firm. Hence, we estimated value:Estimated Market Value of Equity (in 000s) = Net Income for Bookscape *Average PE for Publicly Traded Book Retailers = 1,500 * 10 = $15,000Estimated Market Value of Debt = PV of leases= $9.6 milliion 67. Limitations of the Cost ofCapital approachIt is static: The most critical number in theentire analysis is the operating income. Ifthat changes, the optimal debt ratio willchange.It ignores indirect bankruptcy costs: Theoperating income is assumed to stay fixedas the debt ratio and the rating changes.Beta and Ratings: It is based upon rigidassumptions of how market risk and 68. II. Enhanced Cost of CapitalApproachDistress cost affected operating income: Inthe enhanced cost of capital approach, theindirect costs of bankruptcy are built intothe expected operating income. As therating of the firm declines, the operatingincome is adjusted to reflect the loss inoperating income that will occur whencustomers, suppliers and investors react.Dynamic analysis: Rather than look at asingle number for operating income, you 69. Estimating the Distress Effect-DisneyRating Drop in EBITDAA- or higher No effectA- 2.00%BBB 10.00%BB+ 20.00%B- 25.00%CCC 40.00%D 50.00%Indirect bankruptcy costsmanifest themselves, whenthe rating drops to A- andthen start becoming largeras the rating drops belowinvestment grade. 70. The Optimal Debt Ratio withIndirect Bankruptcy CostsThe optimal debt ratio drops to 30% from the original computationof 40%. 71. Extending this approach toanalyzing Financial ServiceFirmsInterest coverage ratio spreads, which arecritical in determining the bond ratings,have to be estimated separately forfinancial service firms; applyingmanufacturing company spreads will resultin absurdly low ratings for even the safestbanks and very low optimal debt ratios.It is difficult to estimate the debt on afinancial service companys balance sheet.Given the mix of deposits, repurchase 72. An alternative approach based onRegulatory CapitalRather than try to bend the cost of capitalapproach to breaking point, we will adopt adifferent approach for financial service firmswhere we estimate debt capacity based onregulatory capital.Consider a bank with $ 100 million in loansoutstanding and a book value of equity of $ 6million. Furthermore, assume that theregulatory requirement is that equity capitalbe maintained at 5% of loans outstanding. 73. Financing Strategies for afinancial institutionThe Regulatory minimum strategy: In thisstrategy, financial service firms try to staywith the bare minimum equity capital, asrequired by the regulatory ratios. In the mostaggressive versions of this strategy, firmsexploit loopholes in the regulatory frameworkto invest in those businesses where regulatorycapital ratios are set too low (relative to therisk of these businesses).The Self-regulatory strategy: The objective 74. Deutsche Banks Financing MixDeutsche Bank has generally been much moreconservative in its use of equity capital. InOctober 2008, it raised its Tier 1 CapitalRatio to 10%, well above the Basel 1regulatory requirement of 6%.While its loss of 4.8 billion Euros in the lastquarter of 2008 did reduce equity capital,Deutsche Bank was confident (at least as ofthe first part of 2009) that it could survivewithout fresh equity infusions or government 75. Debt Ratio:1. The marginal tax rateThe primary benefit of debt is a tax benefit.The higher the marginal tax rate, the greaterthe benefit to borrowing: 76. 2. Pre-tax Cash flow ReturnFirms that have more in operating income andcash flows, relative to firm value (in marketterms), should have higher optimal debtratios. We can measure operating income withEBIT and operating cash flow with EBITDA.Cash flow potential = EBITDA/ (Marketvalue of equity + Debt)Disney, for example, has operating income of$6,829 million, which is 11% of the market 77. 3. Operating RiskFirms that face more risk or uncertainty intheir operations (and more variable operatingincome as a consequence) will have loweroptimal debt ratios than firms that have morepredictable operations.Operating risk enters the cost of capitalapproach in two places:Unlevered beta: Firms that face moreoperating risk will tend to have higher 78. 4. The only macro determinant:Equity vs Debt Risk Premiums 79. Application Test: Your firmsoptimal financing mixUsing the optimal capital structurespreadsheet provided: Estimate the optimal debt ratio for your firm Estimate the new cost of capital at the optimal Estimate the effect of the change in the cost of capital on firm value Estimate the effect on the stock priceIn terms of the mechanics, what would youneed to do to get to the optimalimmediately? 80. III. The APV Approach toOptimal Capital StructureIn the adjusted present value approach, thevalue of the firm is written as the sum ofthe value of the firm without debt (theunlevered firm) and the effect of debt onfirm valueFirm Value = Unlevered Firm Value +(Tax Benefits of Debt - ExpectedBankruptcy Cost from the Debt)The optimal dollar debt level is the one 81. Implementing the APVApproachStep 1: Estimate the unlevered firm value.This can be done in one of two ways:1. Estimating the unlevered beta, a cost of equitybased upon the unlevered beta and valuing thefirm using this cost of equity (which will alsobe the cost of capital, with an unlevered firm)2. Alternatively, Unlevered Firm Value = CurrentMarket Value of Firm - Tax Benefits of Debt(Current) + Expected Bankruptcy cost fromDebtStep 2: Estimate the tax benefits at different 82. Estimating Expected BankruptcyCostProbability of Bankruptcy Estimate the synthetic rating that the firm will have at each level of debt Estimate the probability that the firm will go bankrupt over time, at thatlevel of debt (Use studies that have estimated the empirical probabilitiesof this occurring over time - Altman does an update every year)Cost of Bankruptcy The direct bankruptcy cost is the easier component. It is generallybetween 5-10% of firm value, based upon empirical studies The indirect bankruptcy cost is much tougher. It should be higher forsectors where operating income is affected significantly by default risk(like airlines) and lower for sectors where it is not (like groceries) 83. Probabilities: Results fromAltman study of bondsRating Likelihood of DefaultAAA0.07%AA 0.51%A+ 0.60%A 0.66%A- 2.50%BBB 7.54%BB 16.63%B+ 25.00%B 36.80%B- 45.00%CCC 59.01%CC 70.00%C 85.00%D 100.00%Altman estimated these probabilities by looking atbonds in each ratings class ten years prior and thenexamining the proportion of these bonds thatdefaulted over the ten years. 84. Disney: Estimating UnleveredFirm ValueCurrent Market Value of the Firm = =$45,193 + $16,682 = $ 61,875- Tax Benefit on Current Debt = $16,682 *0.38 = $ 6,339+ Expected Bankruptcy Cost = 0.66% * (0.25* 61,875) = $ 102Unlevered Value of Firm = = $55,638Cost of Bankruptcy for Disney = 25% of firm 85. Disney: APV at Debt RatiosThe optimal debt ratio is 50%,which is the point at which firmvalue is maximized. 86. IV. Relative AnalysisI. Industry Average with SubjectiveAdjustmentsThe safest place for any firm to be isclose to the industry averageSubjective adjustments can be made tothese averages to arrive at the right debtratio. Higher tax rates -> Higher debt ratios (Tax benefits) Lower insider ownership -> Higher debt ratios (Greater discipline) More stable income -> Higher debt ratios (Lower bankruptcy costs) More intangible assets -> Lower debt ratios (More agency problems) 87. Comparing to industry averages 88. Getting past simple averagesStep 1: Run a regression of debt ratios on thevariables that you believe determine debtratios in the sector. For example,Debt Ratio = a + b (Tax rate) + c (EarningsVariability) + d (EBITDA/Firm Value)Step 2: Estimate the proxies for the firmunder consideration. Plugging into thecross sectional regression, we can obtainan estimate of predicted debt ratio. 89. Applying the RegressionMethodology: EntertainmentFirmsUsing a sample of 80 entertainment firms,we arrived at the following regression:The R squared of the regression is 40%.This regression can be used to arrive at apredicted value for Disney of:Predicted Debt Ratio = 0.049 + 0.543 (0.372)+ 0.692 (0.1735) = 0.3710 or 37.10% 90. Extending to the entire marketUsing 2008 data for firms listed on theNYSE, AMEX and NASDAQ data bases.The regression provides the followingresults DFR = 0.327 - 0.064 Intangible % 0.138 CLSH + 0.026 E/V 0.878 GEPS(25.45a)(2.16a) (2.88a) (1.25)(12.6a)where,DFR = Debt / ( Debt + Market Value of Equity) 91. Applying the RegressionLets check whether we can use thisregression. Disney had the followingvalues for these inputs in 2008. Estimatethe optimal debt ratio using the debtregression.Intangible Assets = 24%Closely held shares as percent of sharesoutstanding = 7.7%EBITDA/Value = 17.35%Expected growth in EPS = 6.5%Optimal Debt Ratio 92. Summarizing the optimal debtratios 93. Getting to the Optimal:Timing and Financing Choices 94. Big Picture 95. Now that we have an optimal..And an actual.. What next?At the end of the analysis of financing mix(using whatever tool or tools you choose touse), you can come to one of threeconclusions:The firm has the right financing mixIt has too little debt (it is under levered)It has too much debt (it is over levered)The next step in the process isDeciding how much quickly or gradually the 96. A Framework for Getting to theOptimalIs the actual debt ratio greater than or lesser than the optimal debt ratio?Actual > OptimalOverleveredActual < OptimalUnderleveredIs the firm under bankruptcy threat? Is the firm a takeover target?Yes NoReduce Debt quickly1. Equity for Debt swap2. Sell Assets; use cashto pay off debt3. Renegotiate with lendersDoes the firm have goodprojects?ROE > Cost of EquityROC > Cost of CapitalYesTake good projects withnew equity or with retainedearnings.No1. Pay off debt with retainedearnings.2. Reduce or eliminate dividends.3. Issue new equity and pay offdebt.Yes NoDoes the firm have goodprojects?ROE > Cost of EquityROC > Cost of CapitalYesTake good projects withdebt.NoDo your stockholders likedividends?YesPay Dividends NoBuy back stockIncrease leveragequickly1. Debt/Equity swaps2. Borrow money&buy shares. 97. Disney: Applying theFrameworkIs the actual debt ratio greater than or lesser than the optimal debt ratio?Actual > OptimalOverleveredActual < OptimalActual (26%) < Optimal (40%)Is the firm under bankruptcy threat? Is the firm a takeover target?Yes NoReduce Debt quickly1. Equity for Debt swap2. Sell Assets; use cashto pay off debt3. Renegotiate with lendersDoes the firm have goodprojects?ROE > Cost of EquityROC > Cost of CapitalYesTake good projects withnew equity or with retainedearnings.No1. Pay off debt with retainedearnings.2. Reduce or eliminate dividends.3. Issue new equity and pay offdebt.YesNo. Large mkt cap &positive Jensens Does the firm have goodprojects?ROE > Cost of EquityROC > Cost of CapitalYes. ROC > Cost of capitalTake good projectsWith debt.NoDo your stockholders likedividends?YesPay Dividends NoBuy back stockIncrease leveragequickly1. Debt/Equity swaps2. Borrow money&buy shares. 98. Application Test: Getting tothe OptimalBased upon your analysis of both thefirms capital structure and investmentrecord, what path would you map out forthe firm?Immediate change in leverageGradual change in leverageNo change in leverageWould you recommend that the firmchange its financing mix by 99. Debt Ratio over timequickly 100. The mechanics of changing debtratios over time graduallyTo change debt ratios over time, you use thesame mix of tools that you used to changedebt ratios gradually:Dividends and stock buybacks: Dividends andstock buybacks will reduce the value ofequity.Debt repayments: will reduce the value ofdebt.The complication of changing debt ratios over 101. Designing Debt: TheFundamental PrincipleThe objective in designing debt is to makethe cash flows on debt match up as closelyas possible with the cash flows that thefirm makes on its assets.By doing so, we reduce our risk of default,increase debt capacity and increase firmvalue. 102. Firm with mismatched debt 103. Firm with matched Debt 104. Design the perfect financinginstrumentThe perfect financing instrument will Have all of the tax advantages of debt While preserving the flexibility offered by equityDuration Currency Effect of InflationUncertainty about FutureGrowth PatternsCyclicality &Other EffectsDefine DebtCharacteristicsDuration/MaturityCurrencyMixFixed vs. Floating Rate* More floating rate- if CF move withinflation- with greater uncertaintyon futureStraight versusConvertible- Convertible ifcash flows lownow but highexp. growthSpecial Featureson Debt- Options to makecash flows on debtmatch cash flowson assetsStart with theCash Flowson Assets/ProjectsCommodity BondsCatastrophe NotesDesign debt to have cash flows that match up to cash flows on the assets financed 105. crossed the line drawn by the taxcodeAll of this design work is lost, however, ifthe security that you have designed doesnot deliver the tax benefits.In addition, there may be a trade offbetween mismatching debt and gettinggreater tax benefits.Overlay taxpreferencesDeductibility of cash flowsfor tax purposesDifferences in tax ratesacross different localesIf tax advantages are large enough, you might override results of previous stepZero Coupons 106. analysts, ratings agencies andregulators applaudingRatings agencies want companies to issueequity, since it makes them safer. Equityresearch analysts want them not to issueequity because it dilutes earnings per share.Regulatory authorities want to ensure thatyou meet their requirements in terms ofcapital ratios (usually book value).Financing that leaves all three groupshappy is nirvana.Considerratings agency& analyst concernsAnalyst Concerns- Effect on EPS- Value relative to comparablesRatings Agency- Effect on Ratios- Ratios relative to comparablesRegulatory Concerns- Measures usedCan securities be designed that can make these different entities happy?Operating LeasesMIPsSurplus Notes 107. Debt or Equity: The StrangeCase of Trust PreferredTrust preferred stock has A fixed dividend payment, specified at the time of the issue That is tax deductible And failing to make the payment can cause ? (Can it cause default?)When trust preferred was first created,ratings agencies treated it as equity. Asthey have become more savvy, ratingsagencies have started giving firms onlypartial equity credit for trust preferred. 108. Debt, Equity and Quasi EquityAssuming that trust preferred stock getstreated as equity by ratings agencies,which of the following firms is the mostappropriate firm to be issuing it?A firm that is under levered, but has arating constraint that would be violated if itmoved to its optimalA firm that is over levered that is unable toissue debt because of the rating agency 109. Soothe bondholder fearsThere are some firms that face skepticismfrom bondholders when they go out toraise debt, because Of their past history of defaults or other actions They are small firms without any borrowing historyBondholders tend to demand much higherinterest rates from these firms to reflectthese concerns.Factor in agencyconflicts between stockand bond holdersObservability of Cash Flowsby Lenders- Less observable cash flowslead to more conflictsType of Assets financed- Tangible and liquid assetscreate less agency problemsExisting Debt covenants- Restrictions on FinancingIf agency problems are substantial, consider issuing convertible bondsConvertibilesPuttable BondsRating SensitiveNotesLYONs 110. And do not lock in marketmistakes that work against youRatings agencies can sometimes under ratea firm, and markets can under price afirms stock or bonds. If this occurs, firmsshould not lock in these mistakes byissuing securities for the long term. Inparticular, Issuing equity or equity based products (including convertibles), whenequity is under priced transfers wealth from existing stockholders to thenew stockholders Issuing long term debt when a firm is under rated locks in rates at levelsthat are far too high, given the firms default risk.What is the solution 111. Designing Debt: Bringing it alltogetherDuration Currency Effect of InflationUncertainty about FutureGrowth PatternsCyclicality &Other EffectsDefine DebtCharacteristicsDuration/MaturityCurrencyMixFixed vs. Floating Rate* More floating rate- if CF move withinflation- with greater uncertaintyon futureStraight versusConvertible- Convertible ifcash flows lownow but highexp. growthSpecial Featureson Debt- Options to makecash flows on debtmatch cash flowson assetsStart with theCash Flowson Assets/ProjectsOverlay taxpreferencesDeductibility of cash flowsfor tax purposesDifferences in tax ratesacross different localesConsiderratings agency& analyst concernsAnalyst Concerns- Effect on EPS- Value relative to comparablesRatings Agency- Effect on Ratios- Ratios relative to comparablesRegulatory Concerns- Measures usedFactor in agencyconflicts between stockand bond holdersObservability of Cash Flowsby Lenders- Less observable cash flowslead to more conflictsType of Assets financed- Tangible and liquid assetscreate less agency problemsExisting Debt covenants- Restrictions on FinancingConsider InformationAsymmetriesUncertainty about Future Cashflows- When there is more uncertainty, itmay be better to use short term debtCredibility & Quality of the Firm- Firms with credibility problemswill issue more short term debtIf agency problems are substantial, consider issuing convertible bondsCan securities be designed that can make these different entities happy?If tax advantages are large enough, you might override results of previous stepZero CouponsOperating LeasesMIPsSurplus NotesConvertibilesPuttable BondsRating SensitiveNotesLYONsCommodity BondsCatastrophe NotesDesign debt to have cash flows that match up to cash flows on the assets financed 112. Approaches for evaluating AssetCash FlowsI. Intuitive Approach Are the projects typically long term or short term? What is the cash flowpattern on projects? How much growth potential does the firm have relative to currentprojects? How cyclical are the cash flows? What specific factors determine thecash flows on projects?II. Project Cash Flow Approach Project cash flows on a typical project for the firm Do scenario analyses on these cash flows, based upon different macroeconomic scenariosIII. Historical Data Operating Cash Flows Firm Value 113. I. Intuitive Approach - Disney 114. Application Test: Choosingyour Financing TypeBased upon the business that your firm isin, and the typical investments that itmakes, what kind of financing would youexpect your firm to use in terms of Duration (long term or short term) Currency Fixed or Floating rate Straight or Convertible 115. II. Project Specific FinancingWith project specific financing, you matchthe financing choices to the project beingfunded. The benefit is that the the debt istruly customized to the project.Project specific financing makes the mostsense when you have a few large,independent projects to be financed. Itbecomes both impractical and costly whenfirms have portfolios of projects withinterdependent cashflows. 116. Duration of Disney Theme ParkDuration of the Project = 58,375/2,877 = 20.29 years 117. The perfect theme park debtThe perfect debt for this theme park wouldhave a duration of roughly 20 years and bein a mix of Latin American currencies(since it is located in Brazil), reflectingwhere the visitors to the park are comingfrom.If possible, you would tie the interestpayments on the debt to the number ofvisitors at the park. 118. III. Firm-wide financingRather than look at individual projects, youcould consider the firm to be a portfolio ofprojects. The firms past history shouldthen provide clues as to what type of debtmakes the most sense. In particular, youcan look at1. Operating Cash Flows The question of how sensitive a firms asset cashflows are to a variety of factors, such as interestrates, inflation, currency rates and the economy, canbe directly tested by regressing changes in theoperating income against changes in these 119. Disney: Historical Data 120. The Macroeconomic Data 121. I. Sensitivity to Interest RateChangesHow sensitive is the firms value andoperating income to changes in the level ofinterest rates?The answer to this question is importantbecause it it provides a measure of the duration of the firms projects it provides insight into whether the firm should be using fixed orfloating rate debt. 122. Firm Value versus Interest RateChangesRegressing changes in firm value againstchanges in interest rates over this periodyields the following regression Change in Firm Value = 0.1949 - 2.94(Change in Interest Rates)(2.89) (0.50)T statistics are in brackets. The coefficient on the regression (-2.94)measures how much the value of Disney as 123. Why the coefficient on theregression is duration..The duration of a straight bond or loanissued by a company can be written interms of the coupons (interest payments)on the bond (loan) and the face value of thebond to be Duration of Bond =dP/Pdr/r=t* Coupont(1 +r)tt =1t = N +N * Face Value(1 + r)NCoupont(1+ r)tt =1t =N +Face Value(1+ r)N 124. Duration: ComparingApproaches 125. Operating Income versus InterestRatesRegressing changes in operating cash flowagainst changes in interest rates over thisperiod yields the following regression Change in Operating Income = 0.1958 +6.59 (Change in Interest Rates) (2.74)(1.06) Conclusion: Disneys operating income, unlike its firm value, hasmoved with interest rates.Generally speaking, the operating cashflows are smoothed out more than the 126. II. Sensitivity to Changes inGDP/ GNPHow sensitive is the firms value andoperating income to changes in theGNP/GDP?The answer to this question is importantbecause it provides insight into whether the firms cash flows are cyclical and whether the cash flows on the firms debt should be designed to protectagainst cyclical factors.If the cash flows and firm value aresensitive to movements in the economy,the firm will either have to issue less debt 127. Regression ResultsRegressing changes in firm value againstchanges in the GDP over this period yieldsthe following regression Change in Firm Value = 0.0826 + 8.89 (GDP Growth)(0.65) (2.36) Conclusion: Disney is sensitive to economic growthRegressing changes in operating cash flowagainst changes in GDP over this periodyields the following regression Change in Operating Income = 0.04 + 6.06 128. III. Sensitivity to CurrencyChangesHow sensitive is the firms value andoperating income to changes in exchangerates?The answer to this question is important,because it provides a measure of how sensitive cash flows and firm value are tochanges in the currency it provides guidance on whether the firm should issue debt in anothercurrency that it may be exposed to.If cash flows and firm value are sensitiveto changes in the dollar, the firm should 129. Regression ResultsRegressing changes in firm value againstchanges in the dollar over this periodyields the following regression Change in Firm Value = 0.17 -2.04 (Change in Dollar)(2.63) (0.80) Conclusion: Disneys value is sensitive to exchange rate changes,decreasing as the dollar strengthens.Regressing changes in operating cash flowagainst changes in the dollar over thisperiod yields the following regression Change in Operating Income = 0.19 -1.57( Change in Dollar)(2.42) (1.73) 130. IV. Sensitivity to InflationHow sensitive is the firms value andoperating income to changes in theinflation rate?The answer to this question is important,because it provides a measure of whether cash flows are positively or negativelyimpacted by inflation. it then helps in the design of debt; whether the debt should be fixed orfloating rate debt. If cash flows move with inflation,increasing (decreasing) as inflation 131. Regression ResultsRegressing changes in firm value againstchanges in inflation over this period yieldsthe following regression Change in Firm Value = 0.18 + 2.71 (Change in Inflation Rate)(2.90) (0.80)Conclusion: Disneys firm value does seem to increase with inflation, butnot by much (statistical significance is low)Regressing changes in operating cash flowagainst changes in inflation over thisperiod yields the following regression Change in Operating Income = 0.22 +8.79 ( Change in Inflation Rate)(3.28) (2.40)Conclusion: Disneys operating income seems to increase in periods when 132. SummarizingLooking at the four macroeconomicregressions, we would conclude that Disneys assets collectively have a duration of about 3 years Disney is increasingly affected by economic cycles Disney is hurt by a stronger dollar Disneys operating income tends to move with inflationAll of the regression coefficients havesubstantial standard errors associated withthem. One way to reduce the error (a labottom up betas) is to use sector-wideaverages for each of the coefficients. 133. Bottom-up EstimatesThese weightsreflect the estimatedvalues of thebusinesses 134. Recommendations for DisneyThe debt issued should be long term andshould have duration of about 5 years.A significant portion of the debt should befloating rate debt, reflecting Disneyscapacity to pass inflation through to itscustomers and the fact that operatingincome tends to increase as interest ratesgo up.Given Disneys sensitivity to a strongerdollar, a portion of the debt should be inforeign currencies. The specific currency 135. Analyzing Disneys CurrentDebtDisney has $16 billion in debt with a face-value weighted average maturity of 5.38years. Allowing for the fact that thematurity of debt is higher than theduration, this would indicate that Disneysdebt is of the right maturity.Of the debt, about 10% is yen denominateddebt but the rest is in US dollars. Based onour analysis, we would suggest that Disneyincrease its proportion of debt in other 136. Adjusting Debt at DisneyIt can swap some of its existing fixed rate,dollar debt for floating rate, foreigncurrency debt. Given Disneys standing infinancial markets and its large marketcapitalization, this should not be difficultto do.If Disney is planning new debt issues,either to get to a higher debt ratio or tofund new investments, it can use primarilyfloating rate, foreign currency debt to fund 137. Debt Design for other firms.. 138. Returning Cash to the Owners: DividendPolicyCompanies dont have cash. Theyhold cash for their stockholders. 139. First Principles 140. Steps to the DividendDecision 141. I. Dividends are sticky 142. stickiness to the test.. Number ofS&P 500 companies thatQuarter Dividend Increase Dividend initiated Dividend decrease Dividend suspensionsQ1 2007 102 1 1 1Q2 2007 63 1 1 5Q3 2007 59 2 2 0Q4 2007 63 7 4 2Q1 2008 93 3 7 4Q2 2008 65 0 9 0Q3 2008 45 2 6 8Q4 2008 32 0 17 10 143. II. Dividends tend to followearnings 144. III. Are affected by tax laws 145. buying back stock, rather thanpay dividends... 146. V. And there are differencesacross countries 147. Measures of Dividend PolicyDividend Payout = Dividends/ Net Income Measures the percentage of earnings that the company pays in dividends If the net income is negative, the payout ratio cannot be computed.Dividend Yield = Dividends per share/Stock price Measures the return that an investor can make from dividends alone Becomes part of the expected return on the investment. 148. Dividend Payout Ratios: January2011 149. Dividend Yields in the UnitedStates: January 2011 150. Dividend Yields and PayoutRatios: Growth Classes 151. Dividend Policy: Disney, Tata,Aracruz and Deutsche Bank 152. Three Schools Of Thought OnDividends1. If (a) there are no tax disadvantages associated with dividends (b) companies can issue stock, at no cost, to raise equity, wheneverneeded Dividends do not matter, and dividend policy does not affect value. 2. If dividends create a tax disadvantage for investors (relative to capital gains) Dividends are bad, and increasing dividends will reduce value 3. If stockholders like dividends or dividends operate as a signal of future prospects, Dividends are good, and increasing dividends will increase value 153. The balanced viewpointIf a company has excess cash, and fewgood investment opportunities (NPV>0),returning money to stockholders(dividends or stock repurchases) is good.If a company does not have excess cash,and/or has several good investmentopportunities (NPV>0), returning money tostockholders (dividends or stockrepurchases) is bad. 154. I. The Dividends dont matterschoolThe Miller ModiglianiHypothesisThe Miller-Modigliani Hypothesis:Dividends do not affect valueBasis: If a firms investment policies (and hence cashflows) dont change, the value of the firmcannot change as it changes dividends. If a firm pays more in dividends, it will haveto issue new equity to fund the same projects.By doing so, it will reduce expected priceappreciation on the stock but it will be offsetby a higher dividend yield. 155. II. The Dividends are badschool: And the evidence to backthem up 156. think about dividends? Clues onthe ex-dividend day!Assume that you are the owner of a stock thatis approaching an ex-dividend day and youknow that dollar dividend with certainty. Inaddition, assume that you have owned thestock for several years.Ex-dividend dayDividend = $ DInitial buyAt $PPb Pa 157. Cashflows from Selling aroundEx-Dividend DayThe cash flows from selling before the ex-dividend day are-Pb - (Pb - P) tcgThe cash flows from selling after the ex-dividend day are-Pa - (Pa - P) tcg + D(1-to)Since the average investor should beindifferent between selling before the ex-dividend day and selling after the ex-dividend day -Pb PaD=1 to1 tcg 158. Intuitive ImplicationsThe relationship between the price changeon the ex-dividend day and the dollardividend will be determined by thedifference between the tax rate ondividends and the tax rate on capital gainsfor the typical investor in the stock.Tax Rates Ex-dividend day behaviorIf dividends and capital gains aretaxed equallyPrice change = DividendIf dividends are taxed at a higherrate than capital gainsPrice change < DividendIf dividends are taxed at a lowerrate than capital gainsPrice change > Dividend 159. The empirical evidence 160. Dividend ArbitrageAssume that you are a tax exempt investor,and that you know that the price drop onthe ex-dividend day is only 90% of thedividend. How would you exploit thisdifferential?Invest in the stock for the long termSell short the day before the ex-dividendday, buy on the ex-dividend dayBuy just before the ex-dividend day, and 161. Example of dividend capturestrategy with tax factorsXYZ company is selling for $50 at close oftrading May 3. On May 4, XYZ goes ex-dividend; the dividend amount is $1. Theprice drop (from past examination of thedata) is only 90% of the dividend amount.The transactions needed by a tax-exemptU.S. pension fund for the arbitrage are asfollows: 1. Buy 1 million shares of XYZ stock cum-dividend at $50/share. 2. Wait till stock goes ex-dividend; Sell stock for $49.10/share (50 - 1*0.90) 162. Two bad reasons for payingdividends1. The bird in the hand fallacyArgument: Dividends now are morecertain than capital gains later. Hencedividends are more valuable than capitalgains. Stocks that pay dividends willtherefore be more highly valued thanstocks that do not.Counter: The appropriate comparisonshould be between dividends today andprice appreciation today. The stock pricedrops on the ex-dividend day. 163. 2. We have excess cash thisyearArgument: The firm has excess cash on itshands this year, no investment projects thisyear and wants to give the money back tostockholders.Counter: So why not just repurchasestock? If this is a one-time phenomenon,the firm has to consider future financingneeds. The cost of raising new financingin future years, especially by issuing newequity, can be staggering. 164. The Cost of Raising CapitalIssuance Costs for Stocks and Bonds0.00%5.00%10.00%15.00%20.00%25.00%Under $1 mil $1.0-1.9 mil $2.0-4.9 mil $5.0-$9.9 mil $10-19.9 mil $20-49.9 mil $50 mil and overSize of IssueCostas%offundsraisedCost of Issuing bonds Cost of Issuing Common Stock 165. Three good reasons for payingdividends1. Clientele Effect: The investors in yourcompany like dividends.2. The Signalling Story: Dividends can besignals to the market that you believe thatyou have good cash flow prospects in thefuture.3. The Wealth Appropriation Story:Dividends are one way of transferringwealth from lenders to equity investors 166. The strange case of CitizensUtilityClass Ashares paycashdividend;Class Bshares offerthe sameamount as astockdividend &can beconverted toclass Ashares 167. Evidence from Canadian firmsCompany Premium for cash dividend sharesConsolidated Bathurst + 19.30%Donfasco + 13.30%Dome Petroleum + 0.30%Imperial Oil +12.10%Newfoundland Light & Power + 1.80%Royal Trustco + 17.30%Stelco + 2.70%TransAlta +1.10%Average across companies + 7.54% 168. A clientele based explanationBasis: Investors may form clienteles basedupon their tax brackets. Investors in hightax brackets may invest in stocks which donot pay dividends and those in low taxbrackets may invest in dividend payingstocks.Evidence: A study of 914 investorsportfolios was carried out to see if theirportfolio positions were affected by theirtax brackets. The study found that 169. Results from Regression:Clientele EffectDividendYieldt = a+ b t + cAget + dIncomet + eDifferential Tax Ratet + tVariable Coefficient ImpliesConstant 4.22%BetaCoefficient -2.145 Higher betastocks paylower dividends.Age/100 3.131 Firmswith olderinvestors pay higherdividends.Income/1000 -3.726 Firmswithwealthierinvestors paylowerdividends.Differential Tax Rate -2.849 If ordinaryincomeistaxed at ahigher ratethan capital gains, thefirmpayslessdividends. 170. Dividend Policy and ClienteleAssume that you run a phone company,and that you have historically paid largedividends. You are now planning to enterthe telecommunications and mediamarkets. Which of the following paths areyou most likely to follow?Courageously announce to yourstockholders that you plan to cut dividendsand invest in the new markets. 171. Increases in dividends are goodnews.. 172. An Alternative Story..Increasingdividends is bad news 173. 3. Dividend increases may begood for stocks but bad forbonds..-2-1.5-1-0.500.5t:-15-12 -9 -6 -3 0 3 6 9 12 15CAR (Div Up)CAR (Div down)EXCESS RETURNS ON STRAIGHT BONDS AROUND DIVIDEND CHANGESDay (0: Announcement date)CAR 174. What managers believe aboutdividends 175. Assessing Dividend Policy:Or how much cash is too much? 176. The Big Picture 177. Assessing Dividend PolicyApproach 1: The Cash/Trust Nexus Assess how much cash a firm has available to pay in dividends, relativewhat it returns to stockholders. Evaluate whether you can trust themanagers of the company as custodians of your cash.Approach 2: Peer Group Analysis Pick a dividend policy for your company that makes it comparable toother firms in its peer group. 178. I. The Cash/Trust AssessmentStep 1: How much did the the companyactually pay out during the period inquestion?Step 2: How much could the company havepaid out during the period under question?Step 3: How much do I trust the managementof this company with excess cash? How well did they make investments during the period in question? How well has my stock performed during the period in question? 179. How much has the companyreturned to stockholders?As firms increasing use stock buybacks, wehave to measure cash returned to stockholdersas not only dividends but also buybacks.For instance, for the four companies we areanalyzing the cash returned looked as follows. 180. A Measure of How Much aCompany Could have Affordedto Pay out: FCFEThe Free Cashflow to Equity (FCFE) is ameasure of how much cash is left in thebusiness after non-equity claimholders(debt and preferred stock) have been paid,and after any reinvestment needed tosustain the firms assets and future growth.Net Income+ Depreciation & Amortization= Cash flows from Operations to Equity Investors- Preferred Dividends- Capital Expenditures- Working Capital Needs- Principal Repayments 181. Disneys FCFE 182. Comparing Payout Ratios toCash Returned Ratios.. Disney 183. Estimating FCFE when Leverageis StableNet Income- (1- ) (Capital Expenditures -Depreciation)- (1- ) Working Capital Needs= Free Cash flow to Equity = Debt/Capital RatioFor this firm, Proceeds from new debt issues = Principal Repayments + (CapitalExpenditures - Depreciation + Working Capital Needs) 184. An Example: FCFE CalculationConsider the following inputs forMicrosoft in 1996. In 1996, MicrosoftsFCFE was: Net Income = $2,176 Million Capital Expenditures = $494 Million Depreciation = $ 480 Million Change in Non-Cash Working Capital = $ 35 Million Debt Ratio = 0%FCFE = Net Income - (Cap ex - Depr) (1-DR) - Chg WC (!-DR)= $ 2,176 - (494 - 480) (1-0) - $ 35 (1-0)= $ 2,127 Million 185. Microsoft: Dividends?By this estimation, Microsoft could havepaid $ 2,127 Million in dividends/stockbuybacks in 1996. They paid no dividendsand bought back no stock. Where will the$2,127 million show up in Microsoftsbalance sheet? 186. FCFE for a Bank?To estimate the FCFE for a bank, we redefinereinvestment as investment in regulatorycapital. Since any dividends paid depleteequity capital and retained earnings increasethat capital, the FCFE is:FCFEBank= Net Income Increase inRegulatory Capital (Book Equity)As a simple example, consider a bank with $10 billion in loans outstanding and book 187. Deutsche Banks FCFE 188. Dividends versus FCFE: CashDeficit versus Buildup 189. The Consequences of Failing topay FCFEChrysler: FCFE, Dividends and Cash Balance( $ 5 0 0 )$ 0$ 5 0 0$ 1 ,0 0 0$ 1 ,5 0 0$ 2 ,0 0 0$ 2 ,5 0 0$ 3 ,0 0 01 9 8 5 1 9 8 6 1 9 8 7 1 9 8 8 1 9 8 9 1 9 9 0 1 9 9 1 1 9 9 2 1 9 9 3 1 9 9 4Ye a rCashFlow$ 0$ 1 ,0 0 0$ 2 ,0 0 0$ 3 ,0 0 0$ 4 ,0 0 0$ 5 ,0 0 0$ 6 ,0 0 0$ 7 ,0 0 0$ 8 ,0 0 0$ 9 ,0 0 0CashBalance= Free CF t o Equit y = Cash to Stockholders Cumulated Cash 190. Application Test: Estimatingyour firms FCFEIn General, If cash flow statement usedNet Income Net Income+ Depreciation & Amortization + Depreciation & Amortization- Capital Expenditures + Capital Expenditures- Change in Non-Cash Working Capital + Changes in Non-cash WC- Preferred Dividend + Preferred Dividend- Principal Repaid + Increase in LT Borrowing+ New Debt Issued + Decrease in LT Borrowing+ Change in ST Borrowing= FCFE = FCFECompare toDividends (Common) -Common Dividend+ Stock Buybacks - Decrease in Capital Stock+ Increase in Capital Stock 191. A Practical Framework forAnalyzing Dividend PolicyHow much did the firm pay out? How much could it have afforded to pay out?What it could have paid out What it actually paid outNet Income Dividends- (Cap Ex - Deprn) (1-DR) + Equity Repurchase- Chg Working Capital (1-DR)= FCFEFirm pays out too littleFCFE > DividendsFirm pays out too muchFCFE < DividendsDo you trust managers in the company withyour cash?Look at past project choice:Compare ROE to Cost of EquityROC to WACCWhat investment opportunities does thefirm have?Look at past project choice:Compare ROE to Cost of EquityROC to WACCFirm has history ofgood project choiceand good projects inthe futureFirm has historyof poor projectchoiceFirm has goodprojectsFirm has poorprojectsGive managers theflexibility to keepcash and setdividendsForce managers tojustify holding cashor return cash tostockholdersFirm shouldcut dividendsand reinvestmoreFirm should dealwith its investmentproblem first andthen cut dividends 192. A Dividend MatrixQuality of projects taken: ROE versus Cost of EquityPoor projects Good projectsCash Surplus + GoodProjectsMaximum flexibility insetting dividend policyCash Surplus + PoorProjectsSignificant pressure topay out more tostockholders asdividends or stockbuybacksCash Deficit + GoodProjectsReduce cash payout, ifany, to stockholdersCash Deficit + PoorProjectsCut out dividends butreal problem is ininvestment policy. 193. More on MicrosoftMicrosoft had accumulated a cash balanceof $ 43 billion by 2003 by paying out nodividends while generating huge FCFE. Atthe end of 2003, there was no evidence that Microsoft was being penalized for holding such a large cash balance Stockholders were becoming restive about the cash balance. There wasno hue and cry demanding more dividends or stock buybacks.Why?In 2004, Microsoft announced a huge 194. Case 1: Disney in 2003FCFE versus Dividends Between 1994 & 2003, Disney generated $969 million in FCFE eachyear. Between 1994 & 2003, Disney paid out $639 million in dividends andstock buybacks each year.Cash Balance Disney had a cash balance in excess of $ 4 billion at the end of 2003.Performance measures Between 1994 and 2003, Disney has generated a return on equity, on itsprojects, about 2% less than the cost of equity, on average each year. Between 1994 and 2003, Disneys stock has delivered about 3% lessthan the cost of equity, on average each year. The underperformance has been primarily post 1996 (after the CapitalCities acquisition). 195. Can you trust Disneysmanagement?Given Disneys track record between 1994and 2003, if you were a Disneystockholder, would you be comfortablewith Disneys dividend policy?YesNoDoes the fact that the company is run byMichael Eisner, the CEO for the last 10years and the initiator of the Cap Cities 196. The Bottom Line on DisneyDividends in 2003Disney could have afforded to pay more individends during the period of the analysis.It chose not to, and used the cash foracquisitions (Capital Cities/ABC) and illfated expansion plans (Go.com).While the company may have flexibility toset its dividend policy a decade ago, itsactions over that decade have fritteredaway this flexibility. 197. Following up: Disney in 2009Between 2004 and 2008, Disney madesignificant changes:It replaced its CEO, Michael Eisner, with anew CEO, Bob Iger, who at least on thesurface seemed to be more receptive tostockholder concerns.Its stock price performance improved(positive Jensens alpha)Its project choice improved (ROC moved 198. Assessment of dividends paid in2003FCFE versus Dividends Between 1999 and 2003, Aracruz generated $37 million in FCFE eachyear. Between 1999 and 2003, Aracruz paid out $80 million in dividends andstock buybacks each year.Performance measures Between 1999 and 2003, Aracruz has generated a return on equity, onits projects, about 1.5% more than the cost of equity, on average eachyear. Between 1999 and 2003, Aracruzs stock has delivered about 2% morethan the cost of equity, on average each year. 199. Aracruz: Its your call..Aracruzs managers have asked you forpermission to cut dividends (to moremanageable levels). Are you likely to goalong?YesNoThe reasons for Aracruzs dividendproblem lie in its equity structure. Likemost Brazilian companies, Aracruz hastwo classes of shares - common shares 200. Mandated Dividend PayoutsAssume now that the government decidesto mandate a minimum dividend payout forall companies. Given our discussion ofFCFE, what types of companies will behurt the most by such a mandate?Large companies making huge profitsSmall companies losing moneyHigh growth companies that are losingmoney 201. Aracruz: Ready to reassess?In 2008, Aracruz had a catastrophic year, withlosses in excess of a billion. The reason forthe losses, though, was speculation on the partof the companys managers on currencyderivatives. The FCFE in 2008 was -$1.226billion but the company still had to pay out$448 million in dividends. As owners of thenon-voting, dividend receiving shares, wouldyou reassess your unwillingness to acceptdividend cuts now? 202. Case 3: BP: Summary ofDividend Policy: 1982-1991Summary of calculationsAverage Standard Deviation Maximum MinimumFree CF to Equity $571.10 $1,382.29 $3,764.00 ($612.50)Dividends $1,496.30 $448.77 $2,112.00 $831.00Dividends+Repurchases $1,496.30 $448.77 $2,112.00 $831.00Dividend Payout Ratio 84.77%Cash Paid as % of FCFE 262.00%ROE - Required return -1.67% 11.49% 20.90% -21.59% 203. BP: Just Desserts! 204. Managing changes in dividendpolicy 205. Case 4: The Limited: Summaryof Dividend Policy: 1983-1992Summary of calculationsAverage Standard Deviation Maximum MinimumFree CF to Equity ($34.20) $109.74 $96.89 ($242.17)Dividends $40.87 $32.79 $101.36 $5.97Dividends+Repurchases $40.87 $32.79 $101.36 $5.97Dividend Payout Ratio 18.59%Cash Paid as % of FCFE -119.52%ROE - Required return 1.69% 19.07% 29.26% -19.84% 206. Growth Firms and DividendsHigh growth firms are sometimes advisedto initiate dividends because its increasesthe potential stockholder base for thecompany (since there are some investors -like pension funds - that cannot buy stocksthat do not pay dividends) and, byextension, the stock price. Do you agreewith this argument?Yes 207. 5. Tata Chemicals: The CrossHolding Effect: 2009Much of the cash held backwas invested in other Tatacompanies. 208. Summing up 209. Application Test: Assessingyour firms dividend policyCompare your firms dividends to itsFCFE, looking at the last 5 years ofinformation.Based upon your earlier analysis of yourfirms project choices, would youencourage the firm to return more cash or 210. II. The Peer Group Approach -Disney 211. Peer Group Approach: DeutscheBank 212. Peer Group Approach: Aracruzand Tata Chemicals 213. Going beyond averagesLooking at the marketRegressing dividend yield and payoutagainst expected growth across all UScompanies in January 2009 yields: 214. Using the market regression onDisneyTo illustrate the applicability of the marketregression in analyzing the dividend policyof Disney, we estimate the values of theindependent variables in the regressions forthe firm. Insider holdings at Disney (as % ofoutstanding stock) = 7.70% Standard Deviation in Disney stock prices= 19.30% Disneys ROE = 13.05% 215. ValuationCynic: A person who knows the price ofeverything but the value of nothing..Oscar Wilde 216. First Principles 217. Three approaches to valuationIntrinsic valuation: The value of an asset is afunction of its fundamentals cash flows,growth and risk. In general, discounted cashflow models are used to estimate intrinsicvalue.Relative valuation: The value of an asset isestimated based upon what investors arepaying for similar assets. In general, this takesthe form of value or price multiples andcomparing firms within the same business. 218. Discounted Cashflow Valuation:Basis for Approachwhere, n = Life of the asset r = Discount rate reflecting the riskiness of the estimated cashflowsValue of an asset =Expected Cash flow in period t(1+r)tt =1t = n 219. Equity ValuationThe value of equity is obtained bydiscounting expected cashflows to equity,i.e., the residual cashflows after meeting allexpenses, tax obligations and interest andprincipal payments, at the cost of equity,i.e., the rate of return required by equityinvestors in the firm.Value of Equity =CF to Equityt(1+ ke )tt=1t=n 220. Firm ValuationThe value of the firm is obtained bydiscounting expected cashflows to thefirm, i.e., the residual cashflows aftermeeting all operating expenses and taxes,but prior to debt payments, at the weightedaverage cost of capital, which is the cost ofthe different components of financing usedby the firm, weighted by their market valueproportions.Value of Firm =CF to Firmt(1+ WACC)tt=1t=n 221. Choosing a Cash Flow toDiscountWhen you cannot estimate the free cashflows to equity or the firm, the only cashflow that you can discount is dividends.For financial service firms, it is difficult toestimate free cash flows. For DeutscheBank, we will be discounting dividends.If a firms debt ratio is not expected tochange over time, the free cash flows toequity can be discounted to yield the valueof equity. For Aracruz, we will discount 222. The Ingredients that determinevalue. 223. I. Estimating Cash Flows 224. Dividends and ModifiedDividends for Deutsche BankIn 2007, Deutsche Bank paid out dividends of2,146 million Euros on net income of 6,510million Euros. In early 2008, we valuedDeutsche Bank using the dividends it paid in2007. We are assuming the dividends are notonly reasonable but sustainable.In early 2009, in the aftermath of the crisis,Deutsche Banks dividend policy was in flux.The net income had plummeted and capitalratios were being reassessed. To forecast 225. Estimating FCFE : TataChemicals 226. Estimating FCFF: Disney 227. II. Discount RatesCritical ingredient in discounted cashflowvaluation. Errors in estimating the discountrate or mismatching cashflows anddiscount rates can lead to serious errors invaluation.At an intuitive level, the discount rate usedshould be consistent with both theriskiness and the type of cashflow beingdiscounted. 228. Cost of Equity: Deutsche Bank2008 versus 2009In early 2008, we estimated a beta of 1.162for Deutsche Bank, which used in conjunctionwith the Euro risk-free rate of 4% (in January2008) and a risk premium of 4.50% (themature market risk premium in early 2008),yielded a cost of equity of 9.23%.Cost of EquityJan 2008 = Riskfree RateJan 2008 + Beta*Mature Market Risk Premium= 4.00% + 1.162 (4.5%) = 9.23% 229. Cost of Equity: Tata ChemicalsWe will be valuing Tata Chemicals in rupeeterms. (That is a choice. Any company can bevalued in any currency).Earlier, we estimated a beta for equity of0.945 for Tata Chemicals operating assets .With a nominal rupee risk-free rate of 4percent and an equity risk premium of10.51% for India (also estimated in Chapter4), we arrive at a cost of equity of 13.93%. 230. Current Cost of Capital: DisneyThe beta for Disneys stock in May 2009was 0.9011. The T. bond rate at that timewas 3.5%. Using an estimated equity riskpremium of 6%, we estimated the cost ofequity for Disney to be 8.91%:Cost of Equity = 3.5% + 0.9011(6%) =8.91%Disneys bond rating in May 2009 was A,and based on this rating, the estimated8.91%45,193(16,682 +45,193)+ 3.72%16,682(16,682 +45,193)= 7.51% 231. But costs of equity and capitalcan and should change overtime 232. III. Expected Growth 233. Estimating growth in EPS:Deutsche Bank in January 2008In 2007, Deutsche Bank reported net incomeof 6.51 billion Euros on a book value ofequity of 33.475 billion Euros at the start ofthe year (end of 2006), and paid out 2.146billion Euros as dividends.Return on Equity =Retention Ratio =If Deutsche Bank maintains the return onequity (ROE) and retention ratio that itNet Income2007Book Value of Equity2006=6,51033,475=19.45%1 DividendsNet Income=1 2,1466,510= 67.03%Average Net Income2003-07Book Value of Equity2006=3,95433,475=11.81%1 DividendsNet Income=1 2,1463,954= 45.72% 234. Estimating growth in NetIncome: Tata ChemicalsNormalized Equity Reinvestment Rate =Net IncomeTotal 2004-08Book Value of EquityTotal 2004-08=31,033178,992=17.34%Equity ReinvestmentTotal 2004-08Net IncomeTotal 2004-08=19,74431,033= 63.62% 235. ROE and LeverageA high ROE, other things remaining equal,should yield a higher expected growth ratein equity earnings.The ROE for a firm is a function of boththe quality of its investments and howmuch debt it uses in funding theseinvestments. In particularROE = ROC + D/E (ROC - i (1-t))where, 236. Decomposing ROEAssume that you are analyzing a companywith a 15% return on capital, an after-taxcost of debt of 5% and a book debt toequity ratio of 100%. Estimate the ROE forthis company.Now assume that another company in thesame sector has the same ROE as the 237. Estimating Growth in EBIT:Disney We begin by estimating the reinvestment rate and return on capital for Disney in 2008using the numbers from the latest financial statements. We converted operating leasesinto debt and adjusted the operating income and capital expenditure accordingly.Reinvestment Rate2008 = We include $516 million in acquisitions made during 2008 in capital expenditures, butthis is a volatile item. Disney does not make large acquisitions every year, but it doesso infrequently - $ 7.5 billion to buy Pixar in 2006 and $ 11.5 billion to buy CapitalCities in 1996. Averaging out acquisitions from 1994-2008, we estimate an averageannual value of $1,761 million for acquisitions over this period:Reinvestment RateNormalized = We compute the return on capital, using operating income in 2008 and capital investedat the start of 2008 (end of 2007):Return on Capital2008 = If Disney maintains its 2008 normalized reinvestment rate of 53.72% and return oncapital for the next few years, its growth rate will be 5.32 percent. Expected Growth Rate from Existing Fundamentals = 53.72% * 9.91% = 5.32%(2,752 - 1,839 + 241)7,030 (1 -.38)= 26.48%(3,939 - 1,839 + 241)7,030 (1 -.38)= 53.72%EBIT (1 - t)(BV of Equity + BV of Debt - Cash)=7,030 (1 -.38)(30,753 + 16,892 - 3,670)= 9.91% 238. IV. Getting Closure in ValuationSince we cannot estimate cash flowsforever, we estimate cash flows for agrowth period and then estimate aterminal value, to capture the value at theend of the period:When a firms cash flows grow at aconstant rate forever, the present valueValue =CFt(1 + r)t+Terminal Value(1 + r)Nt = 1t = N 239. Getting to stable growthA key assumption in all discounted cashflow models is the period of high growth,and the pattern of growth during thatperiod. In general, we can make one ofthree assumptions: there is no high growth, in which case the firm is already in stablegrowth there will be high growth for a period, at the end of which the growthrate will drop to the stable growth rate (2-stage) there will be high growth for a period, at the end of which the growthrate will decline gradually to a stable growth rate(3-stage)The assumption of how long high growthwill continue will depend upon several 240. Choosing a Growth Period:Examples 241. Estimating Stable Period Inputs:DisneyRespect the cap: The growth rate forever isassumed to be 3%. This is set lower thanthe riskfree rate (3.5%).Stable period excess returns: The return oncapital for Disney will drop from its highgrowth period level of 9.91% to a stablegrowth return of 9%. This is still higherthan the cost of capital of 7.95% but thecompetitive advantages that Disney hasare unlikely to dissipate completely by theend of the 10thyear. 242. V. From firm value to equityvalue per shareApproach used To get to equity value per shareDiscount dividends per share at the costof equityPresent value is value of equity pershareDiscount aggregate FCFE at the cost ofequityPresent value is value of aggregateequity. Subtract the value of equityoptions given to managers and divideby number of shares.Discount aggregate FCFF at the cost ofcapitalPV = Value of operating assets+ Cash & Near Cash investments+ Value of minority cross holdings-Debt outstanding= Value of equity-Value of equity options=Value of equity in common stock/ Number of shares 243. Valuing Deutsche Bank in early2008To value Deutsche Bank, we started with thenormalized income over the previous fiveyears (3,954 million Euros) and the dividendsin 2008 (2,146 million Euros). We assumedthat the payout ratio and ROE, based on thesenumbers will continue for the next 5 years:Payout ratio = 2,146/3954 = 54.28%Expected growth rate = (1-.5428) * .1181 =0.054 or 5.4% (see earlier slide) 244. Deutsche Bank in stable growthAt the end of year 5, the firm is in stablegrowth. We assume that the cost of equitydrops to 8.5% (as the beta moves to 1) andthat the return on equity also drops to 8.5 (toequal the cost of equity).Stable Period Payout Ratio = 1 g/ROE = 1 0.03/0.085 = 0.6471 or 64.71%Expected Dividends in Year 6 = Expected Net Income5 *(1+gStable)* Stable Payout Ratio= 5,143 (1.03) * 0.6471 = 3,427 millionTerminal Value =PV of Terminal Value =Expected Dividends6(Cost of Equity - g)=3,247(.085 -.03)= 62,318 million EurosTerminal Valuen(1 + Cost of EquityHigh growth )n=62,318(1.0923)5= 40,079 mil EurosValue of Equity# Shares=49,732474.2=104.88 Euros/share 245. What does the valuation tell us?One of three possibilitiesStock is under valued: This valuationwould suggest that Deutsche Bank issignificantly overvalued, given ourestimates of expected growth and risk.Dividends may not reflect the cash flowsgenerated by Deutsche Bank. The FCFEcould have been significantly lower thanthe dividends paid.Estimates of growth and risk are wrong: It 246. 2009:The high growth periodWe used the normalized return on equity of17.34% (see earlier table) and the currentbook value of equity (Rs 35,717 million) toestimate net income:Normalized Net Income = 35,717 *.1734 = Rs, 6,193 million(We removed interest income from cash to arrive at the normalized return on equity)We use the average equity reinvestment rateof 63.62 percent and the normalized return onequity of 17.34% to estimate growth:Expected Growth in Net Income = 63.62% * 17.34% = 11.03%We assume that the current cost of equity (see 247. Stable growth and value.After year five, we will assume that the betawill increase to 1 and that the equity riskpremium will decline to 7.5 percent (weassumed India country risk would drop). Theresulting cost of equity is 11.5 percent.Cost of Equity in Stable Growth = 4% + 1(7.5%) = 11.5%We will assume that the growth in net incomewill drop to 4% and that the return on equitywill rise to 11.5% (which is also the cost ofequity). 248. Disney: Inputs to Valuation 249. Ways of changing valueCashflows from existing assetsCashflows before debt payments,but after taxes and reinvestment tomaintain exising assetsExpected Growth during high growth periodGrowth from new investmentsGrowth created by making newinvestments; function of amount andquality of investmentsEfficiency GrowthGrowth generated byusing existing assetsbetterLength of the high growth periodSince value creating growth requires excess returns,this is a function of- Magnitude of competitive advantages- Sustainability of competitive advantagesStable growth firm,with no or verylimited excess returnsCost of capital to apply to discounting cashflowsDetermined by- Operating risk of the company- Default risk of the company- Mix of debt and equity used in financingHow well do you manage yourexisting investments/assets?Are you investing optimally forfuture growth?Is there scope for moreefficient utilization ofexsting assets?Are you building on yourcompetitive advantages?Are you using the rightamount and kind ofdebt for your firm? 250. First Principles