Capital Structure Capital Structure Coverage – • Capital Structure concept • Capital Structure planning • Concept of Value of a Firm • Significance of Cost of Capital (WACC) • Capital Structure theories – Net Income Net Operating Income Modigliani-Miller Traditional Approach Capital Structure Capital structure can be defined as the mix of owned capital (equity, reserves & surplus) and borrowed capital (debentures, loans from banks, financial institutions) Optimal capital structure maximizes the value of the firm and reduces the cost of capital. Maximization of shareholders’ wealth is prime objective of a financial manager. The same may be achieved if an optimal capital structure is designed for the company. Planning a capital structure is a highly psychological, complex and qualitative process. It involves balancing the shareholders’ expectations (risk & returns) and capital requirements of the firm. Planning the Capital Structure Important Considerations – Return: ability to generate maximum returns to the shareholders, i.e. maximize EPS and market price per share. Cost: minimizes the cost of capital (WACC). Debt is cheaper than equity due to tax shield on interest & no benefit on dividends. Risk: insolvency risk associated with high debt component. Control: avoid dilution of management control, hence debt preferred to new equity shares. Flexible: altering capital structure without much costs & delays, to raise funds whenever required. Capacity: ability to generate profits to pay interest and principal. Value of a Firm – directly co-related with the maximization of shareholders’ wealth. Value of a firm depends upon earnings of a firm and its cost of capital (i.e. WACC). Earnings are a function of investment decisions, operating efficiencies, & WACC is a function of its capital structure. Value of firm is derived by capitalizing the earnings by its cost of capital (WACC). Value of Firm = Earnings / WACC Thus, value of a firm varies due to changes in the earnings of a company or its cost of capital, or both. Capital structure cannot affect the total earnings of a firm (EBIT), but it can affect the residual shareholders’ earnings. Particulars Sales (A) An illustration of Income Statement Rs. 10,000 (-) Cost of goods sold (B) 4,000 Gross Profit (C = A - B) 6,000 (-) Operating expenses (D) 2,500 Operating Profit (EBIT) (E = C - D) 3,500 (-) Interest (F) 1,000 EBT (G = E - F) 2,500 (-) Tax @ 30% (H) PAT (I = G - H) (-) Preference Dividends (J) Profit for Equity Shareholders (K = I - J) No. of Equity Shares (L) Earning per Share (EPS) (K/L) 750 1,750 750 1,000 200 5 Capital Structure Theories ASSUMPTIONS – Firms use only two sources of funds – equity & debt. No change in investment decisions of the firm, i.e. no change in total assets. 100 % dividend payout ratio, i.e. no retained earnings. Business risk of firm is not affected by the financing mix. No corporate or personal taxation. Investors expect future profitability of the firm. Effects of Financial Leverage • Business risk: – The variability of future net cash flows attributed to the nature of the company’s operations (the risk faced by shareholders if the company is financed only by equity). • Financial risk: – The risk involved in using debt as a source of finance. • Effects of financial leverage: – Expected rate of return on equity is increased. – Variability of returns to shareholders increases. – Increasing leverage involves a trade-off between risk and return. 12-8 Terminology used in Capita Structure • B = Total market value of debt • S = Total market value of equity • V = Total market value of the firm B+S • NOI = Net operating Income (EBIT) • NI = Net Income • I = annual interest amount • K = overall cost of capital (WACC), marginal cost of capital • Kd = cost of debt capital • Ks = cost of equity • Ks = NI/S=NOI-I/S • k =Kd X B/V + Ks X S/V • V =EBIT or NOI/K Capital Structure Theories – A) Net Income Approach (NI) • A) Net Income Approach (NI) • B) Net operating income (NOI) • C) Traditional Approach • D) Modigliani – Miller Model (MM) Capital Structure Theories – A) Net Income Approach (NI) Developed by David Durand in 1952 AD The cost of debt and cost of equity capital remains unchanged when leverage ratio varies as a result WACC declines as the leverage ratio increases Net Income approach proposes that there is a definite relationship between capital structure and value of the firm. The capital structure of a firm influences its cost of capital (WACC), and thus directly affects the value of the firm. NI approach assumptions – o NI approach assumes that a continuous increase in debt does not affect the risk perception of investors. So Kd ,Ks remains same. o Cost of debt (Kd) is less than cost of equity (Ke) [i.e. Kd < Ke ] o WACC decreases as leverage increase o Corporate income taxes do not exist. Capital Structure Theories – A) Net Income Approach (NI) As per NI approach, higher use of debt capital will result in reduction of WACC. As a consequence, value of firm will be increased. Value of firm = Earnings WACC Earnings (EBIT) being constant and WACC is reduced, the value of a firm will always increase. Thus, as per NI approach, a firm will have maximum value at a point where WACC is minimum, i.e. when the firm is almost debt-financed. Capital Structure Theories – A) Net Income Approach (NI) NOI 2400 Kd 8% Ks 12% Debt 4500 0% 20.93% 50% 100% B 0 4500 12000 30000 S 20000 17000 12000 0 V 20000 21500 24000 30000 Kd 8% 8% 8% 8% Ks 12% 12% 12% 12% K 12% 11.16% 10% 8% Capital Structure Theories – A) Net Income Approach (NI) Cost ke, ko ke ko kd kd Debt As the proportion of debt (Kd) in capital structure increases, the WACC (Ko) reduces. Value of Firm, V V= B+S Debt 0 Capital Structure Theories – B) Net Operating Income (NOI) Net Operating Income (NOI) approach is the exact opposite of the Net Income (NI) approach. As per NOI approach, value of a firm is not dependent upon its capital structure. Assumptions – o WACC is always constant, and it depends on the business risk. o Value of the firm is calculated using the overall cost of capital i.e. the WACC only. o The cost of debt (Kd) is constant. o Corporate income taxes do not exist. Capital Structure Theories – B) Net Operating Income (NOI) NOI propositions (i.e. school of thought) – The use of higher debt component (borrowing) in the capital structure increases the risk of shareholders. Increase in shareholders’ risk causes the equity capitalization rate to increase, i.e. higher cost of equity (K s) A higher cost of equity (Ks) nullifies(offset) the advantages gained due to cheaper cost of debt (Kd ) In other words, the finance mix is irrelevant and does not affect the value of the firm. NOI 2400 Kd 8% Ks 10% Debt 4500 0% 20.93% 50% 99% B 0 4500 12000 23760 S 24000 19500 12000 240 V 24000 24000 24000 24000 Kd 8% 8% 8% 8% Ks 10% 10.46% 12% 208% K 10% 10% 10% 10% Capital Structure Theories – B) Net Operating Income (NOI) Cost of capital (Ko) is constant. As the proportion of debt increases, (Ke) increases. No effect on total cost of capital (WACC) Cost ke ko kd Debt Value of Firm, V V =B +S Debt 0 Capital Structure Theories – C) Traditional Approach The NI approach and NOI approach hold extreme views on the relationship between capital structure, cost of capital and the value of a firm. Traditional approach (‘intermediate approach’) is a compromise between these two extreme approaches. Traditional approach confirms the existence of an optimal capital structure; where WACC is minimum and value is the firm is maximum. As per this approach, a best possible mix of debt and equity will maximize the value of the firm. Capital Structure Theories – C) Traditional Approach The approach works in 3 stages – 1) Value of the firm increases with an increase in borrowings (since Kd < Ke). As a result, the WACC reduces gradually. This phenomenon is up to a certain point. 2) At the end of this phenomenon, reduction in WACC ceases and it tends to stabilize. Further increase in borrowings will not affect WACC and the value of firm will also stagnate. 3) Increase in debt beyond this point increases shareholders’ risk (financial risk) and hence Ke increases. Kd also rises due to higher debt, WACC increases & value of firm decreases. Capital Structure Theories – C) Traditional Approach Cost of capital (Ko) is reduces initially. At a point, it settles But after this point, (Ko) increases, due to increase in the cost of equity. (Ke) Cost ke ko kd Debt Value of Firm, V V= B+S Debt 0 Capital Structure Theories – C) Traditional Approach EBIT = Rs. 150,000, presently 100% equity finance with Ke = 16%. Introduction of debt to the extent of Rs. 300,000 @ 10% interest rate or Rs. 500,000 @ 12%. For case I, Ke = 17% and for case II, Ke = 20%. Find the value of firm and the WACC Particulars Debt component Presently - Rate of interest EBIT (-) Interest EBT Cost of equity (Ke) 0% 150,000 150,000 16% case I 300,000 10% case II 500,000 12% 150,000 150,000 30,000 60,000 120,000 90,000 17% 20% Value of Equity (EBT / Ke) 937,500 705,882 450,000 Total Value of Firm (Db + Eq) 937,500 1,005,882 950,000 WACC (EBIT / Value) * 100 16.00% 14.91% 15.79% Stock Price and Cost of Capital Estimates with Different Debt/Assets Ratios Debt/ kd Expected Estimated ks = [kRF + Estimated Resulting Assets EPS Beta Price P/E Ratio (kM – kRF)βs] 0% $2.40 1.50 12.0% $20.00 8.33 10 8.0% 2.56 1.55 12.2 20.98 8.20 20 8.3 2.75 1.65 12.6 21.83 7.94 30 9.0 2.97 1.80 13.2 22.50 7.58 40 10.0 3.20 2.00 14.0 22.86 7.14 50 12.0 3.36 2.30 15.2 22.11 6.58 60 15.0 3.30 2.70 16.8 19.64 5.95 WACC 12.00% 11.46 11.08 10.86 10.80 11.20 12.12 All earnings paid out as dividends, so EPS = DPS. Assume that kRF = 6% and kM = 10%. Tax rate = 40%. WACC = w dkd(1 - T) + w sks = (D/A) kd(1 - T) + (1 - D/A)ks 27 At D/A = 40%, WACC = 0.4[(10%)(1-.4)] + 0.6(14%) = 10.80% Capital Structure Theories – D) Modigliani – Miller Model (MM) Franco Modigliani and Merton Miller(1958) both Nobel Prize winners in financial economics, have had a profound influence on capital structure theory Two Economists who demonstrated that with perfect financial markets capital structure is irrelevant. MM approach supports the NOI approach, i.e. the capital structure (debt-equity mix) has no effect on value of a firm. Further, the MM model adds a behavioral justification in favor of the NOI approach (personal leverage) Assumptions – o Perfect Capital Market:- Capital markets are perfect and investors are free to buy, sell, & switch between securities. Securities are infinitely divisible. o Investors can borrow without restrictions at par with the firms. o Investors are rational & informed of risk-return of all securities o No corporate income tax, and no transaction costs. o 100 % dividend payout ratio, i.e. no profits retention Modigliani and Miller Analysis • Assumptions: – Capital markets are perfect. – Companies and individuals can borrow at the same interest rate. – There are no taxes. – There are no costs associated with the liquidation of a company. – Companies have a fixed investment policy so that investment decisions are not affected by financing decisions. Capital Structure Theories – D) Modigliani – Miller Model (MM) MM Model proposition – o Value of a firm is independent of the capital structure. o Value of firm is equal to the capitalized value of operating income (i.e. EBIT) by the appropriate rate (i.e. WACC). o Value of Firm = Mkt. Value of Equity + Mkt. Value of Debt = Expected EBIT Expected WACC Capital Structure Theories – D) Modigliani – Miller Model (MM) MM Model proposition – o As per MM, identical firms (except capital structure) will have the same level of earnings. o As per MM approach, if market values of identical firms are different, ‘arbitrage process’ will take place. o In this process, investors will switch their securities between identical firms (from levered firms to un-levered firms) and receive the same returns from both firms. M&M No Tax: Result • A change in capital structure does not matter to the overall value of the firm. Equity, Equity, $1000, $1000, 100% 100% Equity, $700, 70%, Debt $300, 30%, Equity, $400, 40%, Debt $600, 60%, Total Firm Value = S+B Does not change (the pie is the same size in each case, just the slices are different). 33 Capital Structure Theories – D) Modigliani – Miller Model (MM) Levered Firm • Value of levered firm = Rs. 110,000 • Equity Rs. 60,000 + Debt Rs. 50,000 • Kd = 6 % , EBIT = Rs. 10,000, • Investor holds 10 % share capital Un-Levered Firm • Value of un-levered firm = Rs. 100,000 (all equity) • EBIT = Rs. 10,000 and investor holds 10 % share capital Capital Structure Theories – D) Modigliani – Miller Model (MM) Return from Levered Firm: Investment = 10% ( 110, 000 − 50 , 000 ) = 10% ( 60, 000 ) = 6 , 000 Return = 10% 10, 000 − ( 6% × 50, 000 ) = 1, 000 − 300 = 700 Alternate Strategy: 1. Sell shares in L: 10% × 60,000 = 6,000 2. Borrow (personal leverage): 10% × 50,000 = 5,000 3. Buy shares in U : 10% ×100,000 = 10,000 Return from Alternate Strategy: Investment = 10,000 Return = 10% ×10,000 = 1,000 Less: Interest on personal borrowing = 6% × 5,000 = 300 Net return = 1,000 − 300 = 700 Cash available = 11,000 −10,000 = 1,000 Impact of Leverage on Returns EBIT Interest EBT Taxes (40%) NI ROIC (NI+Int)/TA] ROE (NI/Equity) Firm U $3,000 0 $3,000 1 ,200 $1,800 Firm L $3,000 1,200 $1,800 720 $1,080 9.0% 9.0% 11.0% 10.8% 36 Why does leveraging increase return? • More cash goes to investors of Firm L. – Total dollars paid to investors: U: NI = $1,800. L: NI + Int = $1,080 + $1,200 = $2,280. – Taxes paid: U: $1,200 L: $720. • In Firm L, fewer dollars are tied up in equity. 37 Impact of Leverage on Returns if EBIT Falls EBIT Interest Firm U $2,000 0 Firm L $2,000 1,200 EBT Taxes (40%) NI ROIC ROE $2,000 800 $1,200 6.0% 6.0% $800 320 $480 6.0% 4.8% 38 Impact of Leverage on Returns if EBIT Rises EBIT Interest Firm U $4,000 0 Firm L $4,000 1,200 EBT Taxes (40%) NI ROIC ROE $4,000 1,600 $2,400 12.0% 12.0% $2,800 1,120 $1,680 14.0% 16.8% 39 Capital Structure Theory • MM theory • • • • • – Zero taxes – Corporate taxes – Corporate and personal taxes Trade-off theory Signaling theory Pecking order Debt financing as a managerial constraint Windows of opportunity 40 Modigliani-Miller (MM) Theory: Zero Taxes Firm U Firm L $3,000 $3,000 0 1,200 NI $3,000 $1,800 CF to shareholder $3,000 $1,800 0 $1,200 $3,000 $3,000 EBIT Interest CF to debtholder Total CF Notice that the total CF are identical for both41firms. MM Results: Zero Taxes • MM assume: (1) no transactions costs; (2) no restrictions or costs to short sales; and (3) individuals can borrow at the same rate as corporations. • MM prove that if the total CF to investors of Firm U and Firm L are equal, then arbitrage is possible unless the total values of Firm U and Firm L are equal: – VL = VU. • Because FCF and values of firms L and U are equal, their WACCs are equal. • Therefore, capital structure is irrelevant. 42 MM Theory: Corporate Taxes • Corporate tax laws allow interest to be deducted, which reduces taxes paid by levered firms. • Therefore, more CF goes to investors and less to taxes when leverage is used. • In other words, the debt “shields” some of the firm’s CF from taxes. 43 M&M with Corporate Taxes • When corporate taxes are introduced, then debt financing causes a positive benefit to the value of the firm. • The reason for this is that debt interest payments reduce taxable income and thus reduce taxes. – Thus with debt, there is more after-tax cash flow available to security holders (equity and debt) than there is without debt. – Thus the value of the equity and debt securities combined is greater. 44 MM Result: Corporate Taxes • MM show that the total CF to Firm L’s investors is equal to the total CF to Firm U’s investor plus an additional amount due to interest deductibility: – CFL = CFU + rdDT. • What is value of these cash flows? – Value of CFU = VU – MM show that the value of rdDT = TD – Therefore, VL = VU + TD. • If T=40%, then every dollar of debt adds 40 cents of extra value to firm. 45 MM relationship between value and debt when corporate taxes are considered. Value of Firm, V VL TD 0 VU Debt Under MM with corporate taxes, the firm’s value increases continuously as more and more debt is used. 46 Miller’s Theory: Corporate and Personal Taxes • Personal taxes lessen the advantage of corporate debt: – Corporate taxes favor debt financing since corporations can deduct interest expenses. – Personal taxes favor equity financing, since no gain is reported until stock is sold, and long-term gains are taxed at a lower rate. 47 Miller’s Model with Corporate and Personal Taxes VL = VU + 1− (1 - Tc)(1 - Ts) D (1 - Td) Tc = corporate tax rate. Td = personal tax rate on debt income. Ts = personal tax rate on stock income. 48 Tc = 40%, Td = 30%, and Ts = 12%. (1 - 0.40)(1 - 0.12) VL = VU + 1− D (1 - 0.30) = VU + (1 - 0.75)D = VU + 0.25D. Value rises with debt; each $1 increase in debt raises L’s value by $0.25. 49 Conclusions with Personal Taxes • Use of debt financing remains advantageous, but benefits are less than under only corporate taxes. • Firms should still use 100% debt. • Note: However, Miller argued that in equilibrium, the tax rates of marginal investors would adjust until there was no advantage to debt. 50 The Pie Model Revisited • Taxes and bankruptcy costs can be viewed as just another claim on the cash flows of the firm. • Let G and L stand for payments to the government and bankruptcy parties, respectively. • VT = S + B + G + L • The essence of the M&M intuition is that VT depends on the cash flow of the firm; capital structure just slices the pie. S B L G Static Tradeoff Theory of Capital Structure • In the Pie model – How much debt you take depends on the tradeoff between G and L – maximizing the total value of the marketed claims (S+B) is equivalent to minimizing the total value of the non-marketed claims (G+L) – The static tradeoff hypothesis says that the change in firm value when equity is replaced by debt is the PV of the debt tax shield minus the PV of increased costs of financial distress – More generally, the tradeoff theory says the capital structure is determined by the tradeoff between the benefits and costs of debt – The optimal amount of debt is when the marginal benefit equals marginal cost of debt Another school of Capital Structure: The Pecking Order Theory • Recap: Theory states that firms prefer to issue debt rather than equity if internal finance is insufficient. – Rule 1 Use internal financing first. – Rule 2 Issue debt next, equity last. • This theory focuses on the timing of security issuance, and relies on asymmetric information – Asymmetric information assumes one party possesses more information than another. e.g., equity holders vs. bond holders on the value of the firm • Consider a manager of a firm which needs new capital (debt or equity) – If the manager believes that the stock is currently undervalued, debt would be better (instead of selling shares for less than their true worth) – If the manager believes that the stock is currently overvalued, equity would be better Pecking order cont’d • Now consider the investor – if the investor observes the firm issuing equity, this can be taken as a signal that the stock is currently overvalued (“signalling”) – conversely, a firm issuing debt may be sending a signal that the stock is currently undervalued • If the manager takes the investor’s inference into account, then the choice should always be debt (since if a firm tries to sell equity, investors will think it is overpriced and won’t buy it unless the price falls) • Similarly, investors might be reluctant to buy bonds if they think that managers are issuing debt because it is currently overvalued • This leads to the pecking order. Comparing tradeoff theory with pecking order theory • The pecking-order theory is at odds with the trade-off theory: – There is no target B/S ratio. – Profitable firms use less debt. – “Financial slacks” are valuable. – The pecking order is also consistent with avoiding issue costs and a desire by managers to avoid publicity Empirical evidence • Tradeoff theory – Empirical evidence which is consistent with the tradeoff theory: changes in financial leverage affect firm values persistent differences in capital structures across industries highly leveraged firms tend to invest less – Violations: The tradeoff theory fails to explain why many very profitable firms have low debt • Pecking order theory: – Consistent with the observed negative correlation between operating profits and leverage – Consistent with profitable firms using less debt