Contemporary Financial Management Chapter 12: Capital Structure Concepts © 2004 by Nelson, a division of Thomson Canada Limited Introduction This chapter examines the basic concepts related to a firm’s optimal capital structure. 2 © 2004 by Nelson, a division of Thomson Canada Limited Capital Structure Theory Studies the relationship between: Capital structure • The mix of debt & equity securities on the right hand side of the Balance Sheet Cost of capital • The return demanded by investors • Impacts on the value of the firm 3 © 2004 by Nelson, a division of Thomson Canada Limited Capital vs. Financial Structure Capital Structure Amount of permanent short-term debt, longterm debt, preferred shares and common equity used to finance the firm. Financial Structure Amount of current liabilities, long-term debt, preferred shares and common equity used to finance a firm. 4 © 2004 by Nelson, a division of Thomson Canada Limited Capital Structure Terminology Optimal capital structure Minimizes a firm’s weighted average cost of capital (WACC) Maximizes the value of the firm Target capital structure Capital structure the firm plans to maintain Debt capacity Amount of debt in the firm’s optimal capital structure 5 © 2004 by Nelson, a division of Thomson Canada Limited Capital Structure Assumptions Firm’s investment policy is held constant Capital structure changes the distribution of the firm’s EBIT among the firm’s claimants Debt holders Preferred shareholders Common shareholders Fixed investment policy leaves the debt capacity of the firm unchanged 6 © 2004 by Nelson, a division of Thomson Canada Limited Factors Affecting Capital Structure Business risk of the firm Tax structure Bankruptcy potential Agency costs Signaling effects 7 © 2004 by Nelson, a division of Thomson Canada Limited Factors Affecting Business Risk Variability of sales volume Variability of selling price Variability of input costs Degree of market power Extent of product diversification Firm’s growth rate Degree of operating leverage (DOL) Both systematic and unsystematic risk 8 © 2004 by Nelson, a division of Thomson Canada Limited Financial Risk The variability of earnings per share (EPS) Financial risk affects the probability of bankruptcy Indicators of financial risk 9 Debt to assets ratio Debt to equity ratio Fixed charge coverage ratio Times interest earned ratio Degree of Financial Leverage Probability distribution of profits EBIT-EPS analysis © 2004 by Nelson, a division of Thomson Canada Limited Three Capital Structure Models Capital Structure With No Taxes Optimal Capital Structure With Taxes Optimal Capital Structure With Taxes, Financial Distress Costs & Agency Costs 10 © 2004 by Nelson, a division of Thomson Canada Limited Capital Structure is Irrelevant Modigliani & Miller (MM) were the pioneers in developing the theory of capital structure MM began by assuming perfect capital markets, including: No taxes No bankruptcy (B) costs No agency (A) costs MM also recognized that debt will always cost less than equity because: Interest is tax deductible Debt securities are less risky than equity securities 11 © 2004 by Nelson, a division of Thomson Canada Limited MM’s Two Propositions Proposition #1: The market value of the firm is independent of capital structure. Therefore, capital structure is irrelevant. Proposition #2: The cost of capital remains constant as capital structure changes. As the quantity of debt rises, the return demanded by the shareholder increases linearly, exactly offsetting the benefit due to the lower cost of debt. 12 © 2004 by Nelson, a division of Thomson Canada Limited Modigliani & Miller on Capital Structure If leverage increases, the cost of equity, ke, increases to exactly offset the benefits of more debt, leaving the cost of capital, ka, constant. Cost of Capital (%) ke ka kd Financial Leverage (Debt-to-equity ratio) 13 © 2004 by Nelson, a division of Thomson Canada Limited MM Arbitrage Proof Market value of the firm: Market value of equity + Market value of debt Value of firm with no debt: Dividends V= ke Value of firm with debt: Dividends Interest V= + ke kd 14 © 2004 by Nelson, a division of Thomson Canada Limited Example: Value of an Unlevered Firm A firm with no debt pays out $1 Million in dividends. If shareholders require a 20% return, what is the market value of the firm? Dividends V ke $1, 000, 000 0.20 $5, 000, 000 15 © 2004 by Nelson, a division of Thomson Canada Limited Example: Value of a Levered Firm The same firm now acquires debt at 10%, on which it pays interest of $250,000. Since this is world with no taxes, the firm has $750,000 which it pays in dividends. Since the firm is now more risky, shareholders require a 30% return. What is the market value of the firm? V Dividends Interest ke kd $750, 000 $250, 000 0.30 0.10 $2,500, 000 2,500, 000 $5, 000, 000 16 © 2004 by Nelson, a division of Thomson Canada Limited Why? Dividends paid to shareholders of the levered firm are reduced by the amount of interest paid on the debt. ke is higher for the levered firm because of the additional leverage-induced risk. The values of the levered and the unlevered firm are identical due to arbitrage. Thus MM’s Proposition #1: the value of the firm is independent of capital structure (in a world with no taxes) 17 © 2004 by Nelson, a division of Thomson Canada Limited What Happens with Taxes ? The firm’s operating income is now reduced by the amount of taxes paid Since dividends to shareholders are paid out of after-tax income, the value of the unlevered firm should drop But interest is a tax-deductible expense, creating a valuable tax-shield The result - the value of the levered firm should be higher than the value of the unlevered firm 18 © 2004 by Nelson, a division of Thomson Canada Limited The Tax Shield due to Interest A tax shield is the amount of tax the firm would have paid, had it not incurred the interest expense. The annual tax shield is equal to: Annual Tax Shield = i×D×T The PV of the tax shield is equal to: i×D×T PVTax Shield= = D×T i I = interest rate 19 D = Face value of debt © 2004 by Nelson, a division of Thomson Canada Limited T = Tax rate Example: The Impact of Tax Firm U EBIT $1,000 $1,000 0 100 1,000 900 Less Tax @ 40% 400 360 Income (for Dividends) 600 540 Interest + Dividends 600 640 Return on debt - 5% Market value of debt - 2,000 10% 11.25% Market value of equity $6,000 $4,800 Market value of firm $6,000 $6,800 Less Interest Income before Tax Return on equity 20 Firm L © 2004 by Nelson, a division of Thomson Canada Limited Market Value of the Unlevered Firm Market value of the firm: Market value of equity + Market value of debt VUnlevered Firm Dividends = ke 600 = 0.10 = $6,000 21 © 2004 by Nelson, a division of Thomson Canada Limited Market Value of the Levered Firm Market value of the firm: Market value of equity + Market value of debt VLevered Firm Dividends Interest = + ke kd 540 100 = + 0.1125 0.05 = $6,800 22 © 2004 by Nelson, a division of Thomson Canada Limited Why the Difference? The difference in value between the levered and the unlevered firm in a world including taxes is due to the value of the tax shield Therefore: Market value (MV) of levered firm = MV of unlevered firm + PV of the tax shield 23 © 2004 by Nelson, a division of Thomson Canada Limited VL = VU + Present Value of Tax Shield Mkt Value of Firm VL PV of Tax Shield VU Debt $ 24 © 2004 by Nelson, a division of Thomson Canada Limited Capital Structure The cost of capital decreases with the amount of debt. The firm maximizes its value by choosing a capital structure that is all debt. Cost of Capital (%) ke ka ki = kd (1 – T) Financial Leverage (Debt-to-equity) 25 © 2004 by Nelson, a division of Thomson Canada Limited The Problem? If the value of the firm increases linearly with debt, the logical conclusion would be that all firms should be financed with 100% debt! This conclusion defies logic and is counter to customary practice What are we missing? 26 © 2004 by Nelson, a division of Thomson Canada Limited Financial Distress (Bankruptcy) Costs Financial distress costs include: Costs incurred to avoid bankruptcy • Pay higher interest rates due to greater risk Direct & indirect costs incurred if the firm files for bankruptcy • Direct costs – costs paid by debtors in the bankruptcy & restructuring process • Indirect costs – costs due to loss of customers, suppliers, employees plus the cost of management’s time 27 © 2004 by Nelson, a division of Thomson Canada Limited Bankruptcy Costs Lenders may demand higher interest rates Lenders may decline to lend at all Customers may shift their business to other firms Distress incurs extra accounting and legal costs If forced to liquidate, assets may have to be sold for less than market value 28 © 2004 by Nelson, a division of Thomson Canada Limited Agency Costs The firm’s debt & equity holders (the principals) are usually not the firm’s managers The principals employ agents (firm management) to manage the firm on their behalf Conflicts often develop between the interests of the principals and the interests of the agents 29 © 2004 by Nelson, a division of Thomson Canada Limited Agency Costs & Shareholders Shareholders have an incentive to undertake risky projects financed with debt If the project succeeds, the shareholders win If the project fails, the bondholders suffer the loss Therefore, bondholders will Charge higher interest rates, or Implement protective covenants to protect themselves 30 © 2004 by Nelson, a division of Thomson Canada Limited Agency Costs & Shareholders Investing in high risk/high return projects can shift wealth from bondholders to shareholders Shareholders may forgo some profitable investments in debt is required Shareholders may issue high quantities of new debt, diminishing the protection afforded to earlier bondholders Bondholders will shift monitoring and bonding costs back to the shareholders by charging higher interest rates & imposing covenants 31 © 2004 by Nelson, a division of Thomson Canada Limited Taxes, Bankruptcy and Agency Costs Bankrupcty and agency costs increase with the amount of leverage At some point, these offset the positive benefits from the value of the tax shield Market value of unlevered firm + PV of tax shield – PV of bankruptcy costs – PV of agency costs Market value of leverage firm 32 © 2004 by Nelson, a division of Thomson Canada Limited Optimal Debt Ratio Market Value of the Firm PV B&A Costs VL PV of Tax Shield VU Optimal Debt Ratio 33 © 2004 by Nelson, a division of Thomson Canada Limited Debt Ratio Least Cost Capital Structure Cost of Capital ke ka ki Optimal Capital Structure 34 © 2004 by Nelson, a division of Thomson Canada Limited D D+E Other Considerations Personal tax costs (interest is fully taxable) Could offset some corporate tax advantages No optimal capital structure when both corporate & personal taxes are considered Industry effects Firms with stable cash flows tend to have higher debt ratios More profitable firms tend to have lower debt ratios Market appears to reward firms with capital structures appropriate to their industry 35 © 2004 by Nelson, a division of Thomson Canada Limited Other Considerations Signaling effects (Asymmetric Information) Firm management have access to confidential information Management decisions may be a signal to the market Managerial preferences (Pecking order theory) Firms prefer internal to external financing • New issues incur flotation costs • External financing incurs more monitoring by the market 36 © 2004 by Nelson, a division of Thomson Canada Limited Pecking Order Theory Firms have a definite preference in the order in which they finance new projects 37 Most Preferred Least Preferred Internal Equity External Equity Debt © 2004 by Nelson, a division of Thomson Canada Limited Major Points Choosing an appropriate capital structure is an important management decision In a world with no taxes, the value of the unlevered firm equals the value of the levered firm In a world with taxes, interest creates a valuable tax shield. The value of the levered firm equals the value of the unlevered plus the PV of the tax shield 38 © 2004 by Nelson, a division of Thomson Canada Limited Major Points Financial distress & agency costs increase as debt rises, eventually offsetting the marginal value of the interest tax shield Optimal capital structures appear to be influenced by Variability of cash flows Nature of the industry 39 © 2004 by Nelson, a division of Thomson Canada Limited