(continued from front flap) • Expanded ROGER J. GRABOWSKI is managing director of Duff & Phelps LLC. Roger has testified in court as an expert witness on the value of closely held businesses and business interests, matters of solvency, valuation, and amortization of intangible assets, and other valuation issues. He testified in the Northern Trust case, the first U.S. Tax Court decision that adopted the discounted cash flow method to value the stock of a closely held business with the discount rate based on the capital asset pricing model. Grabowski authors the annual Duff & Phelps Risk Premium Report. “This book is the most incisive and exhaustive treatment of this critical subject to date.” —From the Foreword by Stephen P. Lamb, Esq., Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP, and former vice chancellor, Delaware Court of Chancery “Cost of Capital, Fourth Edition treats both the theory and the practical applications from the view of corporate management and investors. It contains in-depth guidance to assist corporate executives and their staffs in estimating cost of capital like no other book does. This book will serve corporate practitioners as a comprehensive reference book on this challenging topic in these most challenging economic times.” —Robert L. Parkinson Jr., Chairman and Chief Executive Office, Baxter International Inc., and former dean, School of Business Administration and Graduate School of Business, Loyola University of Chicago “Shannon Pratt and Roger Grabowski have consolidated information on both the theoretical framework and the practical applications needed by corporate executives and their staffs in estimating cost of capital in these ever-changing economic times. It provides guidance to assist corporate practitioners from the corporate management point of view. For example, the discussions on measuring debt capacity is especially timely in this changing credit market environment. The book serves corporate practitioners as a solid reference.” —Franco Baseotto, Executive Vice President, Chief Financial Officer, and Treasurer, Foster Wheeler AG “When computing the cost of capital for a firm, it can be fairly said that for every rule, there are a hundred exceptions. Shannon Pratt and Roger Grabowski should be credited with not only defining the basic rules that govern the computation of the cost of capital, but also a road map to navigate through the hundreds of exceptions. This belongs in every practitioner’s collection of must-have valuation books.” —Aswath Damodaran, Professor, Stern School of Business, New York University “Pratt and Grabowski have done it again. Just when you thought they couldn’t possibly do a better job, they did. Cost of Capital, Fourth Edition is a terrific resource. It is without a doubt the most comprehensive book on this subject today. What really distinguishes this book from other such texts is the fact that it is easy to read—no small feat given the exhaustive and detailed research and complicated subject matter. This book makes you think hard about all the alternative views out there and helps move the valuation profession forward.” —James R. Hitchner, CPA/ABV/CFF, ASA, Managing Director, Financial Valuation Advisors; CEO, Valuation Products and Services; Editor in Chief, Financial Valuation and Litigation Expert; and President, Financial Consulting Group “The Fourth Edition of Cost of Capital continues to be a ‘one-stop shop’ for background and current thinking on the development and uses of rates of return on capital. While it will have an appeal for a wide variety of constituents, it should serve as required reading and as a reference volume for students of finance and practitioners of business valuation. Readers will continue to find the volume to be a solid foundation for continued debate and research on the topic for many years to come.” —Anthony V. Aaron, Americas Leader, Quality and Risk Management, Ernst & Young Transaction Advisory Services Capital SHANNON P. PRATT, CFA, FASA, ARM, MCBA, CM&AA, referred to as the father of business valuations, is the author of several bestselling Wiley business valuation books and a sought-after speaker at business valuation industry conferences. He is the managing owner of Shannon Pratt Valuations, Inc., and has served as supervisory analyst for over 3,000 business valuation engagements in forty years and as an expert witness in numerous state and federal courts on contested business valuations. Fourth Edition Applications and Examples This definitive text is an indispensable reference tool for professional valuation practitioners as well as attorneys and judges, investment bankers, CFOs, academicians and students, and CPAs. Cost of Capital Cost of The landmark book corporate treasurers, business appraisers, CPAs, and valuation experts have come to rely on, Cost of Capital lays out the basic tools to use immediately when estimating cost of capital or when reviewing an estimate. This dynamic author team also analyzes criticism of major models for developing estimates of the cost of capital in use today, and also presents procedures for a number of alternative models. Praise for Cost of Pratt Grabowski chapters on cost of capital for distressed companies • Expanded discussions on the Morningstar SBBI data on supply-side equity risk premium and size premium • Updated chapter on the cost of capital in transfer pricing related to the valuation of intangible assets under the new cost-sharing regulations FOURTH EDITION with WEBSITE Capital Applications and Examples FOURTH EDITION C ost of capital estimation has long been recognized as one of the most critical elements in business valuation, capital budgeting, feasibility studies, and corporate finance decisions and is also the most difficult procedure to assess and perform. Now in its fourth edition, Cost of Capital: Applications and Examples addresses the most controversial issues and problems in estimating the cost of capital. Cost of Capital Applications and Examples Renowned valuation experts and authors Shannon Pratt and Roger Grabowski present both the theoretical development of cost of capital estimation and its practical application to valuation, capital budgeting, and forecasting of expected investment returns encountered in current practice. In this learning text/handy reference, Pratt and Grabowski deftly review and explore the theory of what drives the cost of capital, the models currently in use to estimate cost of capital, and the data available as inputs to the models to estimate cost of capital. In this thoroughly updated and comprehensive fourth edition, Cost of Capital summarizes the results and practical implications of the latest research—much of which is gleaned from unpublished academic working papers—and includes scores of formulas and elucidating examples throughout to enhance readers’ insights. Pratt and Grabowski have updated their text to include a host of new material, including: A new chapter reconciling various forms of the income approach • Expanded material on estimating the equity risk premium, chronicling the impact of the crisis of 2008–2010 and its impact on the cost of equity capital • Expanded material on estimating the cost of debt capital and the impact of deleveraging on the debt capacity of businesses • An updated chapter covering cost of capital for financial reporting under SFAS 141R, 142, and 144 (with full cross-referencing to the new FASB Accounting Codification), with examples of inferring rates of return for underlying assets from cost of capital of reporting units • Expanded chapters on risk measures and their relationship to cost of capital and companyspecific risk • FOURTH EDITION with WEBSITE Shannon P. Pratt Roger J. Grabowski (continued on back flap) PMS 280 PMS 319 GLOSSY E1FFIRS 08/30/2010 10:42:5 Page 4 E1FFIRS 08/30/2010 10:42:5 Page 1 Cost of Capital Applications and Examples Fourth Edition SHANNON P. PRATT ROGER J. GRABOWSKI John Wiley & Sons, Inc. E1FFIRS 08/30/2010 10:42:5 Page 2 Copyright # 2010 by John Wiley & Sons, Inc. All rights reserved. Published by John Wiley & Sons, Inc., Hoboken, New Jersey. Published simultaneously in Canada. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, (978) 750-8400, fax (978) 646-8600, or on the Web at www.copyright.com. Requests to the Publisher for permission should be addressed to the Permissions Department, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030, (201) 748-6011, fax (201) 748-6008, or online at http://www.wiley.com/go/permissions. Limit of Liability/Disclaimer of Warranty: While the publisher and author have used their best efforts in preparing this book, they make no representations or warranties with respect to the accuracy or completeness of the contents of this book and specifically disclaim any implied warranties of merchantability or fitness for a particular purpose. No warranty may be created or extended by sales representatives or written sales materials. The advice and strategies contained herein may not be suitable for your situation. You should consult with a professional where appropriate. Neither the publisher nor author shall be liable for any loss of profit or any other commercial damages, including but not limited to special, incidental, consequential, or other damages. For general information on our other products and services or for technical support, please contact our Customer Care Department within the United States at (800) 762-2974, outside the United States at (317) 572-3993 or fax (317) 572-4002. Wiley also publishes its books in a variety of electronic formats. Some content that appears in print may not be available in electronic books. For more information about Wiley products, visit our web site at www.wiley.com. Library of Congress Cataloging-in-Publication Data Pratt, Shannon P. Cost of capital : application and examples / Shannon P. Pratt, Roger J. Grabowski. – 4th ed. p. cm. Includes bibliographical references and index. ISBN 978-0-470-47605-5 (cloth); ISBN 978-0-470-88656-4 (ebk); ISBN 978-0-470-88662-5 (ebk); ISBN 978-0-470-88671-7 (ebk) 1. Capital investments. 2. Business enterprises–Valuation. 3. Capital investments–United States. 4. Business enterprises–Valuation–United States. I. Grabowski, Roger J. II. Title. HG4028.C4P72 2010 2010012330 658.150 2–dc22 Printed in the United States of America 10 9 8 7 6 5 4 3 2 1 E1FFIRS 08/30/2010 10:42:5 Page 3 Dedication To our families for their support and encouragement, without which our careers and this book would not have been possible Millie Son Mike Pratt Daughter Susie Wilder Daughter-in-law Barbara Brooks Randall and Kenny Son-in-law Tim Wilder John, Calvin, and Meg Portland, OR Springfield, VA Son Steve Pratt Daughter Georgia Senor Daughter-in-law Jenny Pratt Addy and Zeph Son-in-law Tom Senor Elisa, Katie, and Graham Portland, OR Fayetteville, AR Mary Ann Son Roger Grabowski Jr. Daughter Sarah Harte Daughter-in-law Misako Takahashi Son-in-law Michael Harte Rob and Sayaka Tokyo, Japan Kevin and Rosemary Evanston, IL Daughter Julia Grabowski, MD Son Paul Grabowski Pittsburgh, PA Daughter-in-law Melissa Ruiz, MD Chicago, IL E1FFIRS 08/30/2010 10:42:5 Page 4 E1FTOC 08/26/2010 13:59:19 Page 5 Contents About the Authors ix Foreword xix Preface xxi Acknowledgments xxvii Notation System and Abbreviations Used in This Book xxix PART ONE Cost of Capital Basics CHAPTER 1 Defining Cost of Capital 3 CHAPTER 2 Introduction to Cost of Capital Applications: Valuation and Project Selection 10 CHAPTER 3 Net Cash Flow: Preferred Measure of Economic Income 16 CHAPTER 4 Discounting versus Capitalizing 26 CHAPTER 5 Relationship between Risk and the Cost of Capital 45 CHAPTER 6 Cost Components of a Business’s Capital Structure 61 PART TWO Estimating the Cost of Equity Capital and the Overall Cost of Capital CHAPTER 7 Build-up Method 87 v E1FTOC 08/26/2010 13:59:19 Page 6 vi CONTENTS CHAPTER 8 Capital Asset Pricing Model 103 CHAPTER 9 Equity Risk Premium 115 APPENDIX 9A Realized Risk Premium Approach and Other Sources of ERP Estimates 146 CHAPTER 10 Beta: Differing Definitions and Estimates 159 CHAPTER 11 Unlevering and Levering Equity Betas 185 CHAPTER 12 Criticism of CAPM and Beta versus Other Risk Measures 208 CHAPTER 13 Size Effect 232 CHAPTER 14 Criticisms of the Size Effect 262 APPENDIX 14A Other Data Issues Regarding the Size Effect 279 CHAPTER 15 Company-specific Risk 287 CHAPTER 16 Distressed Businesses 313 CHAPTER 17 Other Methods of Estimating the Cost of Equity Capital 347 CHAPTER 18 Weighted Average Cost of Capital 369 CHAPTER 19 Global Cost of Capital Models 403 CHAPTER 20 Using Morningstar Cost of Capital Data 429 E1FTOC 08/26/2010 13:59:19 Page 7 Contents vii PART THREE Corporate Finance Officers: Using Cost of Capital Data CHAPTER 21 Capital Budgeting and Feasibility Studies 461 CHAPTER 22 Cost of Capital for Divisions and Reporting Units 468 CHAPTER 23 Cost of Capital for Fair Value Reporting of Intangible Assets 497 CHAPTER 24 Cost of Capital in Evaluating Mergers and Acquisitions 518 CHAPTER 25 Cost of Capital in Transfer Pricing 531 CHAPTER 26 Central Role of Cost of Capital in Economic Value Added 558 PART FOUR Other Cost of Capital Considerations CHAPTER 27 Handling Discounts for Lack of Marketability and Liquidity for Minority Interests in Operating Businesses 571 CHAPTER 28 The Private Company Discount for Operating Businesses 587 CHAPTER 29 Cost of Capital of Interests in Pass-through Entities 597 CHAPTER 30 Relationship between Risk and Returns in Venture Capital and Private Equity Investments 611 CHAPTER 31 Minority versus Control Implications of Cost of Capital Data 624 CHAPTER 32 How Cost of Capital Relates to the Excess Earnings Method of Valuation 634 E1FTOC 08/26/2010 13:59:19 Page 8 viii CONTENTS CHAPTER 33 Adjusting the Discount Rate to Alternative Economic Measures 642 CHAPTER 34 Estimating Net Cash Flows 647 PART FIVE Advice to Practitioners CHAPTER 35 Common Errors in Estimation and Use of Cost of Capital 669 CHAPTER 36 Dealing with Cost of Capital Issues 684 Appendix I Bibliography 697 Appendix II Data Resources 725 Appendix III International Glossary of Business Valuation Terms 738 Index 747 E1FBETW01 08/26/2010 14:13:9 Page 9 About the Authors Dr. Shannon P. Pratt, CFA, FASA, ARM, MCBA, ABAR, CM&AA, is the chairman and CEO of Shannon Pratt Valuations, Inc., a nationally recognized business valuation firm headquartered in Portland, Oregon. He is also the founder and editor emeritus of Business Valuation Resources, LLC, and one of the founders of Willamette Management Associates, for which he was a managing director for almost 35 years. He has performed valuation assignments for these purposes: transaction (acquisition, divestiture, reorganization, public offerings, public companies going private), taxation (federal income, gift, and estate and local ad valorem), financing (securitization, recapitalization, restructuring), litigation support and dispute resolution (including dissenting stockholder suits, damage cases, and corporate and marital dissolution cases), and management information and planning. He has also managed a variety of fairness opinion and solvency opinion engagements. He regularly reviews business valuation reports for attorneys in litigation matters. Dr. Pratt has testified on hundreds of occasions in such litigated matters as dissenting stockholder suits, various types of damage cases (including breach of contract, antitrust, and breach of fiduciary duty), divorces, and estate and gift tax cases. Among the cases in which he has testified are Estate of Mark S. Gallo v. Commissioner, Charles S. Foltz, et al. v. U.S. News & World Report et al., Estate of Martha Watts v. Commissioner, and Okerlund v. United States. He has also served as appointed arbitrator in numerous cases. Previous Experience Before founding Willamette Management Associates in 1969, Dr. Pratt was a professor of business administration at Portland State University. During this time, he directed a research center known as the Investment Analysis Center, which worked closely with the University of Chicago’s Center for Research in Security Prices. Education Doctor of Business Administration, Finance, Indiana University. Bachelor of Arts, Business Administration, University of Washington. P r o f e s s i o n a l A f fi l i a t i o n s Dr. Pratt is an Accredited Senior Appraiser and Fellow (FASA), Certified in Business Valuation, of the American Society of Appraisers (their highest designation) ix E1FBETW01 08/26/2010 14:13:9 x Page 10 ABOUT THE AUTHORS and is also accredited in Appraisal Review and Management (ARM). He is a Chartered Financial Analyst (CFA), a Master Certified Business Appraiser (MCBA) and Accredited in Business Appraisal Review (ABAR) by the Institute of Business Appraisers, a Master Certified Business Counselor (MCBC), and is Certified in Mergers and Acquisitions (CM&AA) with the Alliance of Merger and Acquisition Advisors. Dr. Pratt is a life member of the American Society of Appraisers, a life member of the Business Valuation Committee of that organization, and a teacher of courses for the organization. He is also a lifetime member emeritus of the Advisory Committee on Valuations of the ESOP Association. He is a recipient of the magna cum laude award of the National Association of Certified Valuation Analysts for service to the business valuation profession. He is also the first life member of the Institute of Business Appraisers. He is a member and a past president of the Portland Society of Financial Analysts, the recipient of the 2002 Distinguished Achievement Award, and a member of the Association for Corporate Growth. Dr. Pratt is a past trustee of the Appraisal Foundation and is currently an outside director and chair of the audit committee of Paulson Capital Corp., a NASDAQ-listed investment banking firm specializing in small initial public offerings (usually under $50 million). Publications Dr. Pratt is the author of Valuing a Business: The Analysis and Appraisal of Closely Held Companies, 5th ed. (New York: McGraw-Hill, 2008); co-author, Valuing Small Businesses and Professional Practices, 3rd ed., with Robert Schweihs and Robert Reilly (New York: McGraw-Hill, 1998); co-author, Guide to Business Valuations, 20th ed., with Jay Fishman, Cliff Griffith, and Jim Hitchner (Fort Worth, TX: Practitioners Publishing Company, 2010); co-author, Standards of Value, with William Morrison and Jay Fishman (Hoboken, NJ: John Wiley & Sons, 2007); co-author, Business Valuation and Taxes: Procedure, Law, and Perspective, 2nd ed., with Judge David Laro (Hoboken, NJ: John Wiley & Sons, 2010); and author, Business Valuation Discounts and Premiums, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2008); Business Valuation Body of Knowledge: Exam Review and Professional Reference, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2003); The Market Approach to Valuing Businesses, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2005); and The Lawyer’s Business Valuation Handbook, 2nd ed. (Chicago: American Bar Association, 2010). He has also published nearly 200 articles on business valuation topics. Roger Grabowski, ASA, is a managing director of Duff & Phelps, LLC. Mr. Grabowski has directed valuations of businesses, partial interests in businesses, intellectual property, intangible assets, real property, and machinery and equipment for various purposes, including tax (income and ad valorem) and financial reporting; mergers, acquisitions, formation of joint ventures, divestitures, and financing. He developed methodologies and statistical programs for analyzing useful lives of tangible and intangible assets, such as customers and subscribers. His experience includes work in a wide range of industries, E1FBETW01 08/26/2010 14:13:9 Page 11 About the Authors xi including sports, movies, recording, broadcast and other entertainment businesses; newspapers, magazines, music, and other publishing businesses; retail; banking, insurance, consumer credit, and other financial services businesses; railroads and other transportation companies; mining ventures; software and electronic component businesses; and a variety of manufacturing businesses. Mr. Grabowski has testified in court as an expert witness on the value of closely held businesses and business interests; matters of solvency, valuation, and amortization of intangible assets; and other valuation issues. His testimony in U.S. District Court was referenced in the U.S. Supreme Court opinion decided in his client’s favor in the landmark Newark Morning Ledger income tax case. Among other cases in which he has testified are Herbert V. Kohler Jr., et al. v. Comm. (value of stock of The Kohler Company); The Northern Trust Company, et al. v. Comm. (the first U.S. Tax Court case that recognized the use of the discounted cash flow method for valuing a closely held business); Oakland Raiders v. Oakland–Alameda County Coliseum Inc. et al. (valuation of the Oakland Raiders); In re: Louisiana Riverboat Gaming Partnership, et al. Debtors (valuation of business enterprise owning two riverboat casinos and feasibility of plan of reorganization); ABC-NACO, Inc. et al., Debtors, and The Official Committee of Unsecured Creditors of ABC-NACO v. Bank of America, N.A. (valuation of collateral); Wisniewski and Walsh v. Walsh (oppressed shareholder action); and TMR Energy Limited v. The State Property Fund of Ukraine (arbitration on behalf of world’s largest private company in Stockholm, Sweden, on cost of capital for oil refinery in Ukraine in a contract dispute). Previous Experience Mr. Grabowski was formerly managing director of the Standard & Poor’s Corporate Value Consulting practice and a partner of PricewaterhouseCoopers, LLP, and one of its predecessor firms, Price Waterhouse (where he founded its U.S. Valuation Services practice and managed the real estate appraisal practice). Prior to Price Waterhouse, he was a finance instructor at Loyola University of Chicago, a cofounder of Valtec Associates, and a vice president of American Valuation Consultants. Education Mr. Grabowski received his BBA–Finance from Loyola University of Chicago and completed all coursework in the doctoral program, Finance, at Northwestern University, Chicago. P r o f e s s i o n a l A f fi l i a t i o n s He serves on the Loyola University School of Business Administration Dean’s Board of Advisors. Mr. Grabowski is an Accredited Senior Appraiser of the American Society of Appraisers (ASA) certified in business valuation. He serves as Editor of the Business Valuation Review, the quarterly journal of the Business Valuation Committee of the American Society of Appraisers. E1FBETW01 08/26/2010 14:13:9 xii Page 12 ABOUT THE AUTHORS Publications Mr. Grabowski authors the annual Duff & Phelps Risk Premium Report. He lectures and publishes regularly. Recent articles include ‘‘The Cost of Capital,’’ Journal of Business Valuation, the Canadian Institute of Chartered Business Valuators, August 2009; ‘‘Problemas relacionados con el cálculo del coste de capital en el entorno actual: actualizaciòn,’’ co-authored with Mathias Schumacher, Análisis Financiero Internactional, Sumario No 137 Tercer trimestre 2009; ‘‘Cost of Capital Estimation in the Current Distressed Environment,’’ The Journal of Applied Research in Accounting and Finance, July 2009; ‘‘Cost of Capital in Valuation of Stock by the Income Approach: Updated for an Economy in Crisis,’’ with Shannon P. Pratt, Jahreskonferenz der NACVA, Bewertungs Praktiker, January 2009; ‘‘Problems with Cost of Capital Estimation in the Current Environment—2008 Update,’’ Business Valuation Review, Winter 2008 and Business Valuation E-Letter, February 2009; and ‘‘Cost of Capital in Valuation of Stock by the Income Approach: Updated for Economy in Crisis,’’ The Value Examiner, January–February 2009. He is the co-author Cost of Capital: Applications and Examples, 3rd ed., with Shannon P. Pratt (Hoboken, NJ: John Wiley & Sons, 2008) and co-author of three chapters (on equity risk premium, valuing pass-through entities, and valuing sports teams) in Robert Reilly and Robert P. Schweihs, The Handbook of Business Valuation and Intellectual Property Analysis (New York: McGraw-Hill, 2004). He teaches courses for the American Society of Appraisers including Cost of Capital, a course he developed. Michael W. Barad is the Vice President of Morningstar’s Financial Communications Business. Mr. Barad oversees all investor publishing, advisor communication materials, events, and Ibbotson valuation services. Prior to Morningstar’s acquisition of Ibbotson Associates in 2006, Mr. Barad was vice president of financial communications at Ibbotson. During his time at Ibbotson, he also served as the manager of valuation and legal services and senior editor of the SBBI Yearbooks. Mr. Barad has published, spoken, and testified on such topics as the cost of capital, equity risk premium, and size premium. He earned his bachelor’s degree in finance from the University of Illinois at Urbana-Champaign. Mr. Barad co-authored Chapter 20 of Cost of Capital: Applications and Examples, 4th ed. Joanne Fong, CFA, CPA, is a Senior Manager in the Transaction Advisory Services– Valuation & Business Modeling practice in the Chicago office of Ernst & Young LLP. Ms. Fong holds a Master of Business Administration and a Bachelor of Business Administration, both from the University of Michigan, Ross School of Business. Ms. Fong co-authored Chapter 7 of the Cost of Capital: Applications and Examples, 4th ed. Workbook and Technical Supplement. William H. Frazier, ASA, is a principal and founder of the firm of Howard Frazier Barker Elliott, Inc, and manages its Dallas office. He has 30 years of experience in business valuation and corporate finance. Mr. Frazier has been an Accredited Senior Appraiser of the American Society of Appraisers (ASA) since 1987 and serves on the ASA’s Government Relations Committee. He has participated as an appraiser and/or expert witness in numerous U.S. Tax Court cases, including testimony in E1FBETW01 08/26/2010 14:13:9 About the Authors Page 13 xiii Jelke, McCord, Dunn, and Gladys Cook. Mr. Frazier has written numerous articles on the subject of business valuation for tax purposes, appearing in such publications as the Business Valuation Review, Valuation Strategies, BV E-Letter, Shannon Pratt’s Business Valuation Update, and Estate Planning. He is the co-author of the chapter on valuing family limited partnerships in Robert Reilly and Robert P. Schweihs, eds., The Handbook of Business Valuation and Intellectual Property Analysis (New York: McGraw-Hill, 2004). Mr. Frazier serves on the IRS Advisory Council (IRSAC) and the Valuation Advisory Board of Trusts & Estates Journal. Mr. Frazier contributed Chapter 8 of the Cost of Capital: Applications and Examples, 4th ed. Workbook and Technical Supplement and the companion Excel worksheets that appear on the John Wiley & Sons web site. Terry V. Grissom, PhD, CRE, MAI, serves on the faculty at the University of Washington. He just completed a faculty assignment at the University of Ulster, Built Environment Research Institute. He received his PhD in Business from the University of Wisconsin, Madison, majoring in Real Estate and Urban Land Economics, with minors in Finance/Risk Management and Civil-Environmental Engineering. He received an MS in Real Estate Appraisal and Investment Analysis, also from the University of Wisconsin, and an MBA in Finance, Real Estate, and Urban Affairs from Georgia State University. He did postdoctoral work at Texas A&M University in Econometrics and Statistics. Dr. Grissom was formerly Professor of Real Estate and Urban Land Economics at Georgia State University, Atlanta, in the Robinson College of Business. Prior to his tenure at GSU, he was Vice-President of Investment Research for Equitable Real Estate Investment Management, an institutional investment advisory for pension funds, insurance companies, and other financial institutions. From 1992 through October 1994, he was the National Research Director for Price Waterhouse’s Financial Services Industry Practice. Dr. Grissom has published more than 100 academic and professional articles, monographs, and working papers in his career to this point. He has also authored, co-authored, and edited four books concerning real estate appraisal and investment analysis, market analysis, and real estate development and land economics. He has also authored chapters in books on real estate development, investment analysis, business and property valuation techniques, and education theory and practice for both academics and practitioners and for both domestic and international audiences. Dr. Grissom co-authored Chapters 9 and 10 of the Cost of Capital: Applications and Examples, 4th ed. Workbook and Technical Supplement. James Harrington is an accomplished financial writer and analyst and is Vice President of Duff & Phelps, where he serves as a champion for execution of creative ideas for thought leadership content, provides technical support on client engagements involving cost of capital and business valuation matters, and leads efforts for development of Duff & Phelps studies, surveys, and online content and tools. Prior to joining Duff & Phelps in 2010, Mr. Harrington was the Director of Valuation Research in Morningstar’s Financial Communications Business, leading the group that produces the widely used and cited Ibbotson SBBI Valuation Yearbook and Ibbotson SBBI Classic Yearbook, the Ibbotson Cost of Capital Yearbook, the Ibbotson Beta Book, and various international and domestic reports. During his tenure at E1FBETW01 08/26/2010 xiv 14:13:9 Page 14 ABOUT THE AUTHORS Morningstar, Mr. Harrington expanded and refined the suite of Ibbotson valuation and cost of capital product offerings, and he spearheaded the effort to expand Morningstar’s investment in valuation research and online tools and applications. Prior to Morningstar, Mr. Harrington was a product manager in the financial communications group at Ibbotson Associates. Before that, he was a bond and bond portfolio analyst, worked at the Chicago Board of Trade in the bond options pit for a filling group, managed inbound and outbound dockworkers at a large trucking firm, and was even a Teamster for a year. Mr. Harrington holds a bachelor’s degree in marketing from Ohio State University and an MBA in finance and economics from the University of Illinois at Chicago, where he graduated at the top in his class. Mr. Harrington co-authored Chapter 20 of Cost of Capital: Applications and Examples, 4th ed. Vinay Kapoor, PhD, is a Managing Director in the transfer pricing practice of Duff & Phelps, LLC. He has more than 15 years of experience in providing transfer pricing economics and other quantitative consulting services, with a focus on the analysis of intangibles and complicated fact patterns. He has done significant work with clients in the technology, health care, and manufacturing industries. He received his PhD in economics with a concentration in finance and his MA and BA in economics from Cornell University. Mr. Kapoor co-authored Chapter 25 of Cost of Capital: Applications and Examples, 4th ed. Glen N. Kernick is a Managing Director in the Silicon Valley office of Duff & Phelps, LLC, and the Technology Industry Practice Leader. He has performed numerous valuations and financial analyses for more than 12 years for a variety of purposes, including financial reporting, tax, fairness opinions, litigation, and strategic planning. He was formerly a Managing Director of the Standard & Poor’s Corporate Value Consulting practice and a Director at PricewaterhouseCoopers, LLP. Mr. Kernick received an MBA from the University of Washington and a Bachelor of Arts in Economics from the University of California, San Diego. Mr. Kernick co-authored Chapter 23 of Cost of Capital: Applications and Examples, 4th ed. Jim MacCrate, MAI, CRE, ASA, owns his own boutique real estate valuation and consulting company, MacCrate Associates, LLC, located in the New York City metropolitan area, concentrating on complex real estate valuation issues. Formerly, he was the Northeast regional practice leader and director of the Real Estate Valuation/ Advisory Services Group at Price Waterhouse LLP and Pricewaterhouse Coopers LLP. He received a BS degree from Cornell University and an MBA from Long Island University, C. W. Post Center. Mr. MacCrate has written numerous articles for Price Waterhouse LLP, ‘‘The Counselors of Real Estate,’’ and has contributed to the Appraisal Journal. He initiated the Land Investment Survey that has been incorporated into the PricewaterhouseCoopers Korpacz Real Estate Investor Survey. He is on the national faculty for the Appraisal Institute and adjunct professor at New York University. Mr. MacCrate co-authored Chapters 9 and 10 in the Cost of Capital: Applications and Examples, 4th ed. Workbook and Technical Supplement. E1FBETW01 08/26/2010 14:13:9 About the Authors Page 15 xv Harold G. Martin Jr., CPA/ABV/CFF, ASA, CFE, is the Principal-in-Charge of the Business Valuation, Forensic, and Litigation Services Group for Keiter, Stephens, Hurst, Gary & Shreaves, P.C., in Richmond and Charlottesville, Virginia. He has more than 25 years of experience in financial consulting, public accounting, and financial services. He has appeared as an expert witness in federal and state courts, served as a court-appointed neutral business appraiser, and also served as a federal court–appointed accountant for receiverships. He is an adjunct faculty member of the College of William and Mary Mason Graduate School of Business and teaches forensic accounting and valuation in the Master of Accounting program. He is also a guest lecturer on valuation in the MBA program. Prior to joining Keiter Stephens, he served as a Senior Manager in Management Consulting Services for Price Waterhouse and as a Director in Financial Advisory Services for Coopers & Lybrand. He currently serves as an instructor for the American Institute of Certified Public Accountants National Business Valuation School and ABV Exam Review Course and also as an editorial advisor and contributing author for the AICPA CPA Expert. He is a former member of the AICPA Business Valuation Committee, former editor of the AICPA ABV e-Alert, and a two-time recipient of the AICPA Business Valuation Volunteer of the Year Award. He is a frequent speaker and author on valuation topics and is a co-author of Financial Valuation: Applications and Models, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2006). Mr. Martin received his AB degree in English in 1979 from the College of William and Mary and his MBA degree in 1991 from Virginia Commonwealth University. Mr. Martin contributed Chapter 10 of the companion Cost of Capital: Applications and Examples, 4th ed. Workbook and Technical Supplement and the companion Excel worksheets that appear on the John Wiley & Sons web site. James Morris, PhD, AM, received his PhD in Finance from University of California, Berkeley. He is a professor of finance at the University of Colorado at Denver, where he teaches courses in business valuation, financial modeling, and financial management, and he has also served on the finance faculties at the Wharton School of University of Pennsylvania and at the University of Houston and taught finance courses at business schools in England, France, and Germany. Dr. Morris’s recent publications include Introduction to Financial Models for Management and Planning with J. Daley (CRC Press, 2009); ‘‘Life and Death of Businesses: A Review of Research on Firm Mortality,’’ Journal of Business Valuation and Economic Analysis (2009); ‘‘Firm Mortality and Business Valuation,’’ Valuation Strategies (September–October 2009); ‘‘The Iterative Process Using CAPM to Calculate the Cost of Equity Component of the Weighted Average Cost of Capital When Capital Structure is Changing,’’ Appendix 7.2 in Pratt and Grabowski, Cost of Capital: Applications and Examples, 3rd ed. (Hoboken, NJ: John Wiley & Sons, 2008); ‘‘Growth in the Constant Growth Model,’’ Business Valuation Review (Winter 2006); ‘‘Understanding the Minefield of Weighted Average Cost of Capital,’’ Business Valuation Review (Fall 2005); and ‘‘Reconciling the Equity and Invested Capital Methods of Valuation When the Capital Structure is Changing,’’ Business Valuation Review (March 2004). In addition, his research articles have been published in the Journal of Finance, Journal of Financial & Quantitative Analysis, Journal of Applied Psychology, Academy of Management Journal, and E1FBETW01 08/26/2010 xvi 14:13:9 Page 16 ABOUT THE AUTHORS Management Science, among others. In addition to teaching, he provides valuation services to the business community. Dr. Morris contributed Chapter 6 of the Cost of Capital: Applications and Examples, 4th ed. Workbook and Technical Supplement and the companion Excel worksheets that appear on the John Wiley & Sons web site. Carla Nunes, CFA, is a Director in the Office of Professional Practice of Duff & Phelps, LLC, where she provides firmwide technical guidance on a variety of valuation, financial, and tax-reporting issues. Prior to this role, Ms. Nunes was part of the Valuation Advisory Services business unit, focusing on the valuation needs of consumer and industrial product firms, primarily for financial reporting or tax purposes. Before she joined Duff & Phelps, she was a Manager in the Standard & Poor’s Corporate Value Consulting practice and a Senior Associate at PricewaterhouseCoopers, LLP. She has 14 years of experience in providing valuation and tax services. Ms. Nunes has conducted numerous business and asset valuations for a variety of purposes, including purchase price allocations, goodwill impairment testing, mergers and acquisitions, corporate tax restructuring, and debt analyses. She has substantial experience working with multinational companies, having addressed complex tax, international cost of capital, and foreign exchange issues. She is also one of Duff & Phelps’s experts in addressing valuation issues related to cost of capital and foreign exchange. She is a frequent instructor at Duff & Phelps’s annual newhire training event. Ms. Nunes received her MBA in finance from the University of Rochester, completed coursework for a Masters of Taxation from Villanova University School of Law, and received an Honors Degree in Business Administration from the Technical University of Lisbon. Ms. Nunes contributed Chapter 22 of Cost of Capital: Applications and Examples, 4th ed. David M. Ptashne, CFA, is an Associate Director with Ceteris, a global economic consulting firm that provides transfer pricing and business valuation services. Mr. Ptashne has performed numerous valuation studies of businesses, interests in businesses, and intangible assets across various industries, including advertising and communications, consumer products, technology, financial services, integrated oil and gas, retail, and health care. He received a Bachelor of Science degree in Finance with High Honors from the University of Illinois at Urbana-Champaign. Mr. Ptashne contributed Chapters 2 and 4 of the Cost of Capital: Applications and Examples, 4th ed. Workbook and Technical Supplement. Gary Roland, CFA, CPA, is a Managing Director in the Office of Professional Practice, with 26 years of valuation experience, and resides in the Philadelphia office of Duff & Phelps, LLC. The Office of Professional Practice provides technical interpretation and guidance on financial reporting valuation matters such as business combinations; intangible assets; and goodwill and asset impairments. He was formerly a Director in the Standard & Poor’s Corporate Value Consulting practice and at PricewaterhouseCoopers, LLP. Mr. Roland received an MBA and a Bachelor of Sciences in Engineering from the State University of New York at Buffalo. Mr. Roland co-authored Chapter 23 of Cost of Capital: Applications and Examples, 4th ed. E1FBETW01 08/26/2010 14:13:9 About the Authors Page 17 xvii Mark Shirley, CPA/ABV/CFE, has earned advanced accreditations: Certified Valuation Analyst and Certified Forensic Financial Analyst. After leaving the Internal Revenue Service in 1984, Mr. Shirley’s consulting practice has concentrated on the disciplines of business valuation, forensic/investigative accounting, and financial analysis/modeling. Professional engagements have included business valuation, valuation of options/warrants, projections and forecasts, statistical sampling, commercial damage modeling, personal injury loss assessment, and the evaluation of proffered expert testimony under Daubert and the Federal Rules of Evidence. Since 1988, his technical contributions have been published by Wiley Law Publications, Aspen Legal Press, and in professional periodicals, including Valuation Examiner, BewertungsPraktiker Nr. (a German-language business valuation journal), Practical Accountant, CPA Litigation Services Counselor, Gatekeeper Quarterly, Journal of Forensic Accounting, and local legal society publications. Since 1997, Mr. Shirley has authored courses for NACVA’s Fundamentals, Techniques & Theory; Forensic Institute, and Consultant’s Training Institute. He also has developed several advanced courses for the NACVA in applied statistics and financial modeling. A charter member of the LA Society of CPA’s Litigation Services Committee, Mr. Shirley has remained active since the committee’s formation. He has been an adjunct faculty member at the National Judicial College, University of Nevada, Reno, since 1998. Mr. Shirley also serves on the Advisory Panel for Mdex Online; The Daubert Tracker, an online Daubert research database; and the Ethics Oversight Board for the NACVA. Since 1985, Mr. Shirley has provided expert witness testimony before the U.S. Tax Court, Federal District Court, Louisiana district courts, Tunica-Biloxi Indian Tribal Court, and local specialty courts. Court appointments have been received in various matters adjudicated before the Louisiana Nineteenth Judicial District Court. The NACVA has recognized Mr. Shirley’s contributions to professional education by awarding him the Circle of Light in 2002, Instructor of the Year in 2000– 2001, and multiple recognitions as Outstanding Member and Award of Excellence. Mr. Shirley contributed Chapter 3 of the Cost of Capital: Applications and Examples, 4th ed. Workbook and Technical Supplement and Appendix III of the Workbook and Technical Supplement which appears on the John Wiley & Sons web site. David Turf, CFA, is a Managing Director in the Investment Banking Group of Duff & Phelps, LLC. He is a member of the Transaction Opinions Practice and serves on the Senior Review Committee. He has extensive experience executing engagements for fairness opinions, solvency opinions, and valuation opinions. Mr. Turf has advised boards of directors, management, trustees, and shareholders on a variety of corporate finance and valuation issues for mergers, acquisitions, divestitures, ESOPs, financings, and other general corporate purposes. He has provided fairness opinions in a variety of transactions, including going-private, reverse merger, restructuring, and related-party transactions. He has provided solvency opinions in spin-offs, leveraged buyouts and recapitalizations, and other transactions. In addition, he has structured debt securities and issued commercially reasonable opinions for debt issuances in related-party transactions. Prior to joining Duff & Phelps in 1997, he was an Assistant Vice President in the commercial loan department of Corus Bank. E1FBETW01 08/26/2010 xviii 14:13:9 Page 18 ABOUT THE AUTHORS Mr. Turf received an MBA with a focus on Finance and Organizational Behavior from the J. L. Kellogg Graduate School of Management at Northwestern University, where he graduated with distinction. He also received a BS in Finance from the University of Illinois at Urbana-Champaign, where he graduated with highest honors. Mr. Turf contributed Chapter 24 of Cost of Capital: Applications and Examples, 4th ed. E1FBETW02 08/26/2010 14:14:22 Page 19 Foreword T he discounted cash flow method is a valuation analysis often used by the Delaware Court of Chancery. As many readers know, this method is highly dependent upon the cost of capital used for the discount rate. This book is the most incisive and exhaustive treatment of this critical subject to date. Shannon Pratt and Roger Grabowski have clearly laid out the issues for the practitioner in computing the cost of capital, relegating technical proofs and theoretical nuances to appendices. The authors definitively identify the issues on which there is consensus as to the best practice, and for issues where there is still legitimate controversy, they describe the alternatives and give the practitioner guidance as to the proper choice, taking into account the facts and circumstances of a given case. I especially like the chapter on using and (possibly) adjusting management’s projections that were made for some other purpose than litigation. Additionally, the authors treat well such sticky issues as the interaction between company-specific risk and the small stock premium, and whether to use a company-specific risk premium and, if so, how to support it. For specialized applications of cost of capital, the authors sought out some of the leading practitioners in their respective fields. Moreover, those contributions are carefully edited so that the book has a logical flow rather than containing a mere collection of readings. It is easy to say this is a book the Court of Chancery, and other courts, will rely on heavily in future years. Corporate executives and their advisors would be well advised to do so, too. Stephen P. Lamb, Esquire Partner, Paul, Weiss, Rifkind, Wharton & Garrison; Former Vice Chancellor, Delaware Court of Chancery xix E1FBETW02 08/26/2010 14:14:22 Page 20 E1FPREF 08/26/2010 Page 21 Preface C ost of capital is arguably the most important concept in all of finance. The cost of capital estimate is the essential link that enables us to convert a stream of expected income into an estimate of present value, allowing us to make informed pricing decisions for purchases and sales and to compare one investment opportunity against another. Cost of capital estimation is the pricing of risk. In the marketplace, betterinformed cost of capital estimation will improve literally billions of dollars’ worth of financial decisions every day. For example, small differences in discount rates, and especially small differences in capitalization rates, can make very large differences in concluded values. And additional billions of dollars are at stake based on the cost of capital in disputes. Why did we undertake writing this book? Our experience tells us that practitioners need assistance in better understanding and estimating the cost of capital and in communicating their results, not from the view of portfolio management but from the view of business owners and managers. We decided to do this update to the book because of the dramatic changes in cost of capital resulting from the financial crisis that began in 2008 and the subsequent recession. Many of the commonly used methods for estimating the cost of capital literally fell apart, providing faulty estimates just at a time when providing more accurate cost of capital estimates became more important than ever before. The purpose of this book is to present both the theoretical development of cost of capital estimation and its practical application to valuation, capital budgeting, and forecasting of expected investment returns in current practice. It is intended both as a learning text for those who want to study the subject and as a handy reference for those who are interested in background or seek direction in some specific aspect of cost of capital. The objective is to serve two primary categories of users: 1. The practitioner who seeks a greater understanding of the latest theory and practice in cost of capital estimation. 2. The reviewer who needs to make an informed evaluation of another party’s methodology and data used to produce a cost of capital estimate. No other valuation text designed for the practitioner treats the cost of capital in the breadth and depth that this one does. In terms of breadth, this text treats cost of capital for uses in business valuation, project assessment and capital budgeting, divisional cost of capital, reporting unit valuation and goodwill impairment testing, valuing intangible assets for financial reporting, and transfer pricing. In this text, the reader can expect to learn about: xxi E1FPREF 08/26/2010 Page 22 xxii PREFACE & The theory of what drives the cost of capital The models currently in use to estimate cost of capital The data available as inputs to the models to estimate cost of capital How to use the cost of capital estimate in: & Valuation & Feasibility studies & Corporate finance decisions & Forecasting expected investment returns How to reflect minority/control and marketability considerations Explanation of terminology, with its unfortunately varied and sometimes ambiguous usage in current-day financial analysis & & & & & Emphasis is on the cost of equity capital. In addition to detailed exposition of the build-up and capital asset pricing models for estimating the cost of equity capital, we present in-depth analysis of the components, including the equity risk premium, beta, and the size effect. We also analyze criticism of major models for developing estimates of the cost of capital in use today and present procedures for a number of alternative models. We present and discuss the materials published by Morningstar, formerly Ibbotson Associates. We thoroughly cover the Duff & Phelps Risk Premium Report data and how it can help in estimating cost of equity capital, particularly when beta estimates often indicate decreases in risk at the very time business risk is increasing. Throughout the book, we summarize the results and practical implications of the latest cost of capital research, much of which has been gleaned from unpublished academic working papers. WHAT’S NEW IN THIS EDITION Equity Risk Premium Based on empirical research on the magnitude of the equity risk premium, we conclude that the long-term equity risk premium is in the range of 4% to 6% rather than above the 7% that many analysts have used in recent years. We follow the financial crisis from 2008 through late 2009 and explain how the conditional equity risk premium increased during the depths of the crisis and has decreased subsequently. New and Expanded Chapters Given the impact of the financial crisis that began in 2008, we added a chapter on distressed businesses. We expanded the chapter on the overall cost of capital (or weighted average cost of capital) to examine the impact on cost of capital, given the changes in the market perception of and the reduced availability of debt financing. We also added a chapter on the cost of capital for fair value reporting of intangible assets. We expanded the chapters on company-specific risk. We updated the chapter on cost of capital in transfer pricing to reflect the impact of cost of capital due to the new Internal Revenue Service Cost Sharing Regulations. E1FPREF 08/26/2010 Page 23 Preface xxiii We also expanded the chapters on common errors made in valuation and advice from the authors about dealing with specific, often controversial, cost of capital issues. MUCH NEW DATA AND LITERATURE We not only describe the practical procedures that can be used to apply the various theories but also describe in detail the databases available to derive the numbers to put into the models. We summarize the most important and convincing of the proliferation of literature, both published and unpublished, in recent and prior years. The footnotes and bibliography tell the reader who wishes to get the original studies where to find them. Much of the research cited in this book is from working papers. To locate a working paper, search online using any major search engine (e.g., Google or Yahoo!) by author and title. An example: the first link provided using the Google search engine when a search for Jennifer Lynne M. Altamuro, Rick Johnston, Shail Pandit, and Haiwen (Helen) Zhang, ‘‘Operating Leases and Credit Assessments’’ is ‘‘SSRN–Operating Leases and Credit Assessments. . . . ’’ This link will direct you to the Social Science Research Network, where the article is downloadable. AUDIENCES FOR THE BOOK In addition to the traditional professional valuation practitioner, this book is designed to serve the needs of: & & & & & Corporate finance officers for pricing or evaluating mergers and acquisitions, raising private or public equity, property taxation, and stakeholder disputes Investment bankers for pricing public offerings, mergers and acquisitions, and private equity financing CPAs who deal with either valuation for financial reporting or client valuations issues Judges and attorneys who deal with valuation issues in mergers and acquisitions, shareholder and partner disputes, damage cases, solvency cases, bankruptcy reorganizations, property taxes, rate setting, transfer pricing, and financial reporting Academicians and students who wish to learn anywhere from the basic theory to the latest research The book is designed to enhance the insights of users of cost of capital applications, as well as originators of such applications. Most formulas are accompanied by examples. Several chapter appendixes present detailed expositions of the more complex procedures. Finally, the book is comprehensively indexed to serve as a reference for specific concepts and procedures within the general topic of cost of capital. E1FPREF 08/26/2010 Page 24 xxiv PREFACE PRACTICAL APPLICATIONS In Part 1, we discuss the relationship of risk and return and the basic building blocks of the later parts. In Part 2, we go through the commonly employed methods of estimating cost of equity capital for public companies. These methodologies also serve as the beginning point for estimating the cost of capital for closely held businesses. Part 3 is primarily addressed to corporate finance officers. It includes capital budgeting, mergers and acquisitions, fair value reporting, transfer pricing, and economic value added. In Part 4, we address the factors and methodologies for adjusting the ‘‘as if public’’ cost of equity capital for the closely held business. Part 5 presents some specific insights of the authors. Some authors claim that the differences between the market for public company investments and private company investments are so great that one analyzing the cost of equity capital for a closely held business should not consider starting with the ‘‘as if public’’ cost of equity capital. We disagree. We do recognize that there are significant differences in the pool of willing buyers and the risks of small and medium-size closely held businesses. But we believe that the underlying principles of analyzing and pricing business risk transcend the size of the business. We also believe that reasonable tools are available to make appropriate adjustments for the differences between the ‘‘as if public’’ company and the closely held company. For example, while there may be only a few public companies with risk characteristics matching those of a particular closely held company, that problem happens even when valuing smaller public companies. The company-specific risk premium is intended to allow adjusting for differences in risks. Similarly, the added risks of lack of marketability confronting the investor in the closely held business is one commonly addressed by valuators beginning with the ‘‘as if public’’ cost of equity capital or as if public value. One author who has considered both sides of the issue summarizes the debate as follows: Should business appraisers use public market data to estimate the value of private business interests? In my opinion the answer is ‘‘yes.’’ Given the current state of private capital market theory and practice, I am reluctant to discard valuation methods simply because they rely on public market data.1 NEW WORKBOOK AND TECHNICAL SUPPLEMENT We added a companion Workbook and Technical Supplement to further assist practitioners in better understanding how to estimate the cost of capital. Part 1 contains the Technical Supplements to several chapters. Part 2 contains examples of specific applications to private investment companies, real property, and real estate businesses. 1 M. Mark Walker, ‘‘Are the Public and Private Capital Markets Worlds Apart?’’ Business Appraisal Practice (Winter 2007/2008): 8–20. E1FPREF 08/26/2010 Page 25 Preface xxv Part 3 contains learning objectives, questions, and problems; Part 4 contains the answers to the questions and solutions to the problems. The Workbook and Technical Supplement companion John Wiley & Sons web site contains several Excel worksheets to assist the user in implementing the methods discussed. The three Appendixes appear on the companion John Wiley & Sons web site. Appendix I presents an excerpt of a report submitted to the U.S. Tax Court. Appendix II presents a helpful tool for the practitioner, the ValuSource Valuation Software. Appendix III contains a comprehensive review of the statistics discussed in the Cost of Capital: Applications and Examples, 4th ed. The web site includes PowerPoints covering the material for those who want to adopt the book for a seminar. NEW COST OF CAPITAL IN LITIGATION Because of the positive feedback from readers of the chapter on cost of capital in the courts in the last edition, we expanded the topics covered and added a new companion text, Cost of Capital in Litigation: Applications and Examples. That text covers cost of capital basics from the view of a judge or attorney dealing with cost of capital issues. The book covers the underlying theories and decisions in estate and gift matters; corporate restructuring and other federal tax matters, including transfer pricing; cost of capital issues in intellectual property and other damages disputes; bankruptcy cases; appraisal, oppression, and fairness cases; family law matters; ad valorem taxation matters; and regulated industry matters. The book also includes a chapter on questions to ask the business valuation expert on cost of capital matters. Finally, we have enjoyed the challenge of assembling the materials for the three books. They reflect our collective 75 years of experience in doing valuations. We do anticipate updating the books again, so please contact us with any questions, comments, or suggestions for the next edition. Shannon P. Pratt, CFA, FASA, MCBA, CM&AA Shannon Pratt Valuations, Inc. 6443 S.W. Beaverton Hillsdale Highway, Suite 432 Portland, OR 97221 (503) 459-4700 www.shannonpratt.com E-mail: shannon@shannonpratt.com Roger J. Grabowski, ASA Duff & Phelps, LLC 311 S. Wacker Drive, Suite 4200 Chicago, IL 60606 (312) 697-4720 www.duffandphelps.com E-mail: roger.grabowski@duffandphelps.com E1FPREF 08/26/2010 Page 26 E1FLAST01 08/26/2010 14:16:54 Page 27 Acknowledgments T his book has benefited immensely from review by many people with a high level of knowledge and experience in cost of capital and valuation. These people reviewed the manuscript, and the book reflects their invaluable efforts and legions of constructive suggestions: Bruce Bingham Capstone Advisory Group LLC New York, NY Mark Lee Eisner LLP New York, NY Stephen J. Bravo Apogee Business Valuation Framingham, MA Dan McConaughy Grobstein, Horwath LLP Sherman Oaks, CA James Budyak Valuation Research Corp. Milwaukee, WI George Pushner Duff & Phelps LLC New York, NY David Clarke The Griffing Group Oak Park, IL Raymond Rath PricewaterhouseCoopers LLC Los Angeles, CA Stan Deakin Mosaic Capital LLC Los Angeles, CA Jeffrey Tarbell Houlihan Lokey San Francisco, CA Donald A. Erickson Erickson Partners, LLC Dallas, TX Terence Tchen Houlihan Lokey Los Angeles, CA Aaron A. Gilcreast PricewaterhouseCoopers LLC Atlanta, GA Marianna Todorova Duff & Phelps LLC New York, NY Professor Joao Gomes The Wharton School of the University of Pennsylvania Philadelphia, PA Richard M. Wise Wise, Blackman, LLP Montreal (Quebec), Canada In addition, we thank: & Dustin Snyder and Elizabeth Anderson for assistance with editing and research, including updating of the bibliography; updating and shepherding the xxvii E1FLAST01 08/26/2010 14:16:54 Page 28 xxviii & & & & & & ACKNOWLEDGMENTS manuscript among reviewers, contributors, authors, and publisher; typing; obtaining permissions; and other invaluable help. David Turney, Nick Arens, William Suscott, and Katherine Nierman of Duff & Phelps, LLC, for preparing numerous tables and calculations that appear throughout the book. Dr. Ashok Abbott for allowing us to include his research on the size premium and liquidity in Chapters 14A and 27. Joel M. Stern, G. Bennett Stewart III, and Donald H. Chew Jr. for contributing Chapter 26 on economic value added. David Fein of ValuSource for contributing Appendix II of the Workbook and Technical Supplement on ValuSource Pro. Noah Gordon of Shannon Pratt Valuations, Inc., for general editorial assistance. For the granting of permissions, we would like to thank: & Professor Edwin Burmeister, Duke University & Business Valuation Resources, LLC & Professors Elroy Dimson, Paul Marsh, and Mike Staunton, London School of Economics & Duff & Phelps, LLC & FactSet Mergerstat, LLC & FMV Opinions, Inc. & Professor Arthur Korteweg, University of Chicago & The McGraw-Hill Companies, Inc. & Morningstar, Inc. & National Association of Real Estate Investment Trusts & Pluris Valuation Advisors, LLC & Standard & Poor’s (a division of McGraw-Hill) & Thomson Corporation & Valuation Advisors, LLC Thank you to those whose ideas contributed to several of the analyses incorporated herein: & & David King, Mesirow Financial Consulting LLC Professor Timothy Leuhrman, Harvard University We thank all of the people singled out here for their assistance. Of course, any errors herein are our responsibility.1 Shannon Pratt Roger Grabowski 1 Any opinions presented in this book are those of the authors. The opinions of Mr. Grabowski do not represent the official position of Duff & Phelps, LLC. This material is offered for educational purposes with the understanding that neither the authors nor Duff & Phelps, LLC, are engaged in rendering legal, accounting, or any other professional service through presentation of this material. The information presented in this book has been obtained with the greatest of care from sources believed to be reliable, but is not guaranteed to be complete, accurate, or timely. The authors and Duff & Phelps LLC expressly disclaim any liability, including incidental or consequential damages, arising from the use of this material or any errors or omissions that may be contained in it. E1FLAST02 08/26/2010 Page 29 Notation System and Abbreviations Used in This Book A source of confusion for those trying to understand financial theory and methods is that financial writers have not adopted a standard system of notation. The notation system used in this volume is adapted from the fifth edition of Valuing a Business: The Analysis and Appraisal of Closely Held Companies, by Shannon P. Pratt (New York: McGraw-Hill, 2008). VALUE AT A POINT IN TIME Pn P0 Pi PV PV b PVkeu PVts PVdc PVTSn PVf TVn Me Md Mp MVIC BV BVn BVi Fd FV RU FV NWCRU FV ICRU FV FARU ¼ Stock price in period n ¼ Stock price at valuation period ¼ Price per share for company i (seen elsewhere as PV) ¼ Present value ¼ Present value of net cash flows due to business operations before cost of financing ¼ Present value of net cash flows using unlevered cost of equity capital, keu, as the discount rate ¼ Present value of tax shield due to interest expense on debt capital ¼ Present value of net distress-related costs ¼ Present value of the tax shield as of time ¼ n ¼ Present value of invested capital ¼ Terminal value at time n ¼ Market value of equity capital (stock) ¼ Market value of debt capital ¼ Market value of preferred equity ¼ Market value of invested capital ¼ Enterprise value ¼ Me þ Md þ Mp ¼ Book value of net assets ¼ Book value of equity at time ¼ n ¼ Measure of book value (typically book value to market value) of stock of company i ¼ Fair value of debt ¼ Fair value of reporting unit ¼ Fair value of net working capital of the reporting unit ¼ Fair value of invested capital of the reporting unit ¼ Fair value of fixed assets of the reporting unit xxix E1FLAST02 08/26/2010 Page 30 XXX FV IARU FV UIVRU FV dRU FV eRU FMV BE FMV NWC FMV FA FMV IA FMV UIV FMV e FMV e;n;up FMV BE;n;down FMV e;n;down NOTATION SYSTEM AND ABBREVIATIONS USED IN THIS BOOK ¼ Fair value on intangible assets, identified and individually valued, of the reporting unit ¼ Fair value of unidentified intangibles value (i.e., goodwill) of the reporting unit ¼ Fair value of debt capital of the reporting unit ¼ Fair value of equity capital of the reporting unit ¼ Fair market value of the business enterprise ¼ Fair market value of net working capital ¼ Fair market value of fixed assets ¼ Fair market value on intangible assets ¼ Fair market value of unidentified intangibles value (i.e., goodwill) ¼ Fair market value of equity capital ¼ Fair market value of equity at time ¼ n assuming ‘‘up’’ scenario (value of BE increases) ¼ Fair market value of business enterprise at time ¼ n assuming ‘‘down’’ scenario (value of BE decreases) ¼ Fair market value of equity at time ¼ n assuming ‘‘down’’ scenario (value of BE decreases) COST OF CAPITAL AND RATE OF RETURN VARIABLES k kc ke ke,local ke,u.s. kBV keu klocal ki kni kðptÞ kp kd kdðptÞ kA kTS keRU kNWCðptÞ ¼ Discount rate (generalized) ¼ Country cost of equity ¼ Discount rate for common equity capital (cost of common equity capital). Unless otherwise stated, it generally is assumed that this discount rate is applicable to net cash flow available to common equity. ¼ Discount rate for equity capital in local country for discounting expected cash flows in local currency ¼ Discount rate for equity capital in the United States ¼ Rate of return on book value, retained portion of net income, usually estimated as ¼ NInþ1/BVn ¼ Cost of equity capital, unlevered (cost of equity capital assuming firm financed with all equity) ¼ Cost of equity capital in local country ¼ Discount rate for company i ¼ Discount rate for equity capital when net income rather than net cash flow is the measure of economic income being discounted ¼ Discount rate applicable to pretax cash flows ¼ Discount rate for preferred equity capital ¼ Discount rate for debt (net of tax effect, if any) (Note: For complex capital structures, there could be more than one class of capital in any of the preceding categories, requiring expanded subscripts.) ¼ kdðptÞ ð1 tax rateÞ ¼ Cost of debt prior to tax effect ¼ Discount rate for the firm’s assets ¼ Rate of return used to present value tax savings due to deducting interest expense on debt capital financing ¼ After tax rate of return on equity capital of reporting unit ¼ Rate of return for net working capital financed with debt capital (measured before interest tax shield) and equity capital E1FLAST02 08/26/2010 Page 31 Notation System and Abbreviations Used in This Book xxxi ¼ Rate of return for fixed assets financed with debt capital (measured before interest tax shield) and equity capital kdRU ¼ Rate of return on debt capital of the reporting unit net of tax effect ¼ kdðptÞRU ð1 tax rateÞ ¼ Rate of return for net working capital of the reporting unit financed with kNWCRU debt capital (return measured net of the tax effect on debt financing, if any) and equity capital kFARU ¼ Rate of return for fixed assets financed with debt capital (return measured net of the tax effect on debt financing, if any) and equity capital ¼ Rate of return for identified and individually valued intangible assets fikIARU nanced with debt capital (return measured net of the tax effect on debt financing, if any) and equity capital ¼ Rate of return for unidentified intangibles value of the reporting unit financed kUIVRU with debt capital (return measured net of the tax effect on debt financing, if any) and equity capital kIAþUIV ðptÞ ¼ Pretax rate of return on all intangible assets, identified and individually valued, plus the unidentified intangible value financed with debt capital (measured before interest tax shield) and equity capital c ¼ Capitalization rate cðptÞ ¼ Capitalization rate on pretax cash flows (Note: For complex capital structures, there could be more than one class of capital in any of the preceding categories, requiring expanded subscripts.) D/P0 ¼ Dividend yield on stock ¼ Downside risk in the local market (U.S. dollars) DRj DRw ¼ Downside risk in global (‘‘world’’) market (U.S. dollars) R ¼ Rate of return ¼ Return on stock i Ri Rd ¼ Rate of return on subject debt (e.g., bond) capital ¼ Return on market portfolio in current month n Rm,n ¼ Rate of return on a risk-free security Rf ¼ Risk-free rate in current month n Rf; n Rf; local ¼ Return on the local country government’s (default-risk-free) paper ¼ U.S. risk-free rate Rf; u:s: Rlocal euro $issue ¼ Current market interest rate on debt issued by the local country government denominated in U.S. dollars (‘‘euro-dollar’’ debt), same maturity as debt issued by the local country government denominated in U.S. dollars (Rlocal euro ¼ Yield spread between government bonds issued by the local country versus $issue Rf; u:s: ) U.S. government bonds Rn ¼ Return on individual security subject stock in current month Rm ¼ Historical rate of return on the ‘‘market’’ RP ¼ Risk premium RPm ¼ Risk premium for the ‘‘market’’ (usually used in the context of a market for equity securities, such as the NYSE or S&P 500) ¼ Risk premium for ‘‘small’’ stocks (usually average size of lowest quintile or RPs decile of NYSE as measured by market value of common equity) over and above RPm RPmþs ¼ Risk premium for the market plus risk premium for size (Duff & Phelps Risk Premium Report data for use in build-up method) ¼ Risk premium for small size plus risk premium attributable to the specific RPsþu distressed company RPmþsþu ¼ Risk premium for the ‘‘market’’ plus risk premium for size plus risk attributable to the specific company kFAðptÞ E1FLAST02 08/26/2010 XXXII Page 32 NOTATION SYSTEM AND ABBREVIATIONS USED IN THIS BOOK ¼ Risk premium for company-specific or unsystematic risk attributable to the specific company RPw ¼ The equity risk premium on a ‘‘world’’ diversified portfolio ¼ Risk premium for the ith security RPi ¼ Bi,s Si ¼ Risk premium for size of company i RPi,s ¼ Bi,BV BVi ¼ Risk premium for book value of company i RPi,BV ¼ Bi,u Ui ¼ Risk premium for unique or unsystematic risk of company i RPi,u RPlocal ¼ Equity risk premium in local country’s stock market ¼ Full-information levered beta estimate of the subject company RIiL EðRÞ ¼ Expected rate of return EðRm Þ ¼ Expected rate of return on the ‘‘market’’ (usually used in the context of a market for equity securities, such as the New York Stock Exchange [NYSE] or Standard & Poor’s [S&P] 500) ¼ Expected rate of return on security i EðRi Þ EðRdiv Þ ¼ Expected rate of return on dividend E Rcapgains ¼ Expected rate of return on capital gains ¼ Expected rate of return on security i for undiversified investor j E(Ri,j) B ¼ Beta (a coefficient, usually used to modify a rate of return variable) Bi ¼ Expected beta of the stock of company i ¼ Levered beta for (equity) capital BL BU ¼ Unlevered beta for (equity) capital ¼ Levered segment beta BLS ¼ Beta for debt capital Bd ¼ Beta of preferred capital Bp Be ¼ Beta (equity) expanded ¼ Operating beta (beta with effects of fixed operating expense removed) Bop ¼ Beta of company i (F-F beta) Bi Bi,m ¼ Sensitivity of return of stock of company i to the market risk premium or ERP ¼ Sensitivity of return of stock of company i to a measure of size, S, of Bi,s company i Bi,BV ¼ Sensitivity of return of stock of company i to a measure of book value (typically measure of book-value-to-market-value) of stock of company i ¼ Sensitivity of return of stock of company i to a measure of unique or unBi,u systematic risk of company i Bn ¼ Estimated market coefficient based on sensitivity to excess returns on market portfolio in current month ¼ Market risk of the subject company measured with respect to the local securiBlocal ties market Bw ¼ Market or systematic risk measured with respect to a ‘‘world’’ portfolio of stocks Bi1 . . . Bin ¼ Sensitivity of security i to each risk factor relative to the market average sensitivity to that factor ¼ True beta estimate for stock of company i based on relationship to excess Bi0 returns on market portfolio of equity plus debt, ME þ MD Bu.s. RPu.s. ¼ Risk premium appropriate for a U.S. company in similar industry as the subject company in local country, expressed in U.S. dollar-denominated returns FI-Beta ¼ Full-information beta for industry TBi ¼ Total beta for security i ¼ Country covariance with region bcr RPu E1FLAST02 08/26/2010 Page 33 Notation System and Abbreviations Used in This Book bcw Si Ui l RP1 . . . RPn si SMBP hi HMLP Fd b WACCðptÞ WACCRU WACCðptÞRU s 2i s 2m s 2e s se sA sB s rev s BE s local s u:s: s stock s bond si sm s i,m s D2 s MEþMD2 r dr CCRlocal l t h Inflationlocal Inflationu:s: xxxiii ¼ Country covariance with world ¼ Measure of size of company i ¼ Measure of unique or unsystematic risk of company i ¼ A measure of individual stock’s liquidity ¼ Risk premium associated with risk factor 1 through n for the average asset in the market (used in conjunction with arbitrage pricing theory) ¼ Small-minus-big coefficient in the Fama-French regression ¼ Expected small-minus-big risk premium, estimated as the difference between the historical average annual returns on the small-cap and large-cap portfolios (also shown as SMB) ¼ High-minus-low coefficient in the Fama-French regression ¼ Expected high-minus-low risk premium, estimated as the difference between the historical average annual returns on the high book-to- market and low book-to-market portfolios (also shown as HML) ¼ Face value of outstanding debt ¼ 1 Payout ratio ¼ retention ratio ¼ Weighted average cost of capital (before interest tax shield) ¼ Overall rate of return for the reporting unit ¼ Weighted average cost of capital for the reporting unit ¼ Before interest tax shield WACC of the reporting unit ¼ Variance of returns for security i ¼ Variance of the returns on the market portfolio (e.g., S&P 500) ¼ Variance of error terms ¼ Standard deviation ¼ Standard deviation of returns on firm’s common equity ¼ Standard deviation of returns on firm’s assets ¼ Standard deviation of operating cash flows of business before cost of financing ¼ Standard deviation of revenues ¼ Standard deviation of value of business enterpise ¼ Volatility of subject (local) stock market ¼ Volatility of U.S. stock market ¼ Volatility of local country’s stock market ¼ Volatility of local country’s bond market ¼ Standard deviation of returns for security i ¼ Standard deviation of returns for the market portfolio (e.g., S&P 500) ¼ Variance of returns on the security, i, and the market, m ¼ Variance in excess returns on market of debt ¼ Variance in excess returns on market portfolio of equity plus debt, ME þ MD ¼ Correlation coefficient between the returns on the security, i, and the market, m ¼ Regional risk not included in RPw ¼ Country credit rating of local country ¼ Company’s exposure to the local country risk ¼ Tax rate (expressed as a percentage of pretax income) ¼ Holding period ¼ Expected rate of inflation in local country ¼ Expected rate of inflation in U.S. E1FLAST02 08/26/2010 Page 34 XXXIV NOTATION SYSTEM AND ABBREVIATIONS USED IN THIS BOOK INCOME VARIABLES E F Fc NI NCIe,n NCIf,n CF NCFe NCFf NCFue D De,n Df,n RIe,n TS EBT EBIT EBITDA V AEG ¼ Expected economic income (in a generalized sense; i.e., could be dividends, any of several possible definitions of cash flows, net income, etc.) ¼ Fixed operating assets (without regard to costs of financing) ¼ Fixed operating costs of the business ¼ Net income (after entity-level taxes) ¼ Net comprehensive income to common equity in period n, which includes income terms reported directly in the equity account rather than in the income statement ¼ Net comprehensive income to the firm in period n, which includes income terms reported directly in the equity account rather than in the income statement ¼ Cash flow for a specific period ¼ Net cash flow (free cash flow) to equity ¼ Net cash flow (free cash flow) to the firm (to overall invested capital, or entire capital structure, including all equity and long-term debt) ¼ Net cash flow to unlevered equity ¼ Dividends ¼ Distributions to common equity, net of new issues of common equity in period n ¼ Distributions to total capital, net of new issues of debt or equity capital in period n ¼ Residual income for common equity capital ¼ Present value of tax savings due to deducting interest expense on debt capital financing ¼ Earnings before taxes ¼ Earnings before interest and taxes ¼ Earnings before interest, taxes, depreciation, and amortization ¼ Variable operating costs ¼ Abnormal earnings growth PERIODS OR VARIABLES IN A SERIES i n 0 py ¼ ith period or ith variable in a series (may be extended to the jth variable, the kth variable, etc.) ¼ Number of periods or variables in a series, or the last number in a series ¼ Period 0, the base period, usually the latest year immediately preceding the valuation date ¼ Partial year of first year following the valuation date WEIGHTINGS W We Wp ¼ Weight ¼ Weight of common equity in capital structure ¼ Me/(Me þ Md þ Mp) ¼ Weight of preferred equity in capital structure E1FLAST02 08/26/2010 Page 35 Notation System and Abbreviations Used in This Book Wd W dRU Ws W NWC W NWCRU W FA W FARU W IARU W UIVRU W TS xxxv ¼ Mp =ðMe þ Md þ Mp Þ ¼ Weight of debt in capital structure ¼ Md/(Me þ Md þ Mp) (Note: For purposes of computing a weighted average cost of capital [WACC], it is assumed that preceding weightings are at market value.) ¼ Weight of debt capital in capital structure of reporting unit ¼ Fair value of debt capital/FV RU ¼ Weight of segment data to total business (e.g., sales, operating income) ¼ Weight of net working capital in FMV BE ¼ FMV NWC =FMV BE ¼ Weight of net working capital in FV RU ¼ FV NWCRU =FV RU ¼ Weight of fixed assets in FMV BE ¼ FMV FA =FMV BE ¼ Weight of fixed assets in FV RU ¼ FV FARU =FV RU ¼ Weight of intangible assets in FV RU ¼ FV IARU =FV RU ¼ Weight of unidentified intangibles value FV RU ¼ FV UIVRU (i.e., goodwill)=FV RU ¼ Weight of TS in FMV BE ¼ TS=FMV BE GROWTH g gi gni ¼ Rate of growth in a variable (e.g., net cash flow) ¼ Dividend growth rate for company i ¼ Rate of growth in net income MATHEMATICAL FUNCTIONS S \ X G a e ei 1 N (*) D ¼ Sum of (add all the variables that follow) ¼ Product of (multiply together all the variables that follow) ¼ Mean average (the sum of the values of the variables divided by the number of variables) ¼ Geometric mean (product of the values of the variables taken to the root of the number of variables) ¼ Regression constant ¼ Regression error term ¼ Error term, difference between predicted return and realized return, Ri ¼ Infinity ¼ Cumulative normal density function (the area under the normal probability distribution) ¼ Change in . . . (whatever follows) E1FLAST02 08/26/2010 Page 36 XXXVI NOTATION SYSTEM AND ABBREVIATIONS USED IN THIS BOOK NOTATION FOR REAL PROPERTY VALUATION (CHAPTER 9 OF WORKBOOK AND TECHNICAL SUPPLEMENT) DSCR EGIM NOI; Ip OER PVp ke km kp cp ce cm cn cB cL cLF cLH A P 1=Sn Dp SC % PGI PGIM EGI NIM Fd =PV p [1(Fd/PVp)] MB Mm ML MLF MLH Ip IL IB Ie Im ILF ILH ¼ Debt service coverage ratio ¼ Effective gross income multiplier ¼ Net operating income ¼ Operating expense rates ¼ Overall value or present value of the property ¼ Equity discount or yield rate (dividend plus appreciation) ¼ Mortgage interest rate ¼ Property yield discount rate ¼ Overall property capitalization rate ¼ Dividend to equity capitalization rate ¼ Mortgage capitalization rate or constant ¼ Terminal or residual or going-out capitalization rate ¼ Building capitalization rate ¼ Land capitalization rate ¼ Leased fee capitalization rate ¼ Leasehold capitalization rate ¼ Change in income and value (adjustment factor) ¼ Principal paid off over the holding period ¼ Sinking fund factor at the equity discount or yield rate ðke Þ ¼ Change in value over the holding period ¼ Cost of sale ¼ Potential gross income ¼ Potential gross income multiplier ¼ Effective gross income ¼ Net income multiplier ¼ Face value of debt (loan amount outstanding) to value ratio ¼ Equity to value ratio ¼ Building value ¼ Mortgage value ¼ Land value ¼ Leased fee value ¼ Leasehold value ¼ Overall income to the property ¼ Residual income to the land ¼ Residual income to the building ¼ Equity income ¼ Mortgage income ¼ Income to the leased fee ¼ Income to the leasehold ABBREVIATIONS ERP WACC WARA T-Bill ¼ Equity risk premium (usually the general equity risk premium for which the benchmark for equities is either the S&P 500 stocks or the NYSE stocks) ¼ Weighted average cost of capital ¼ Weighted average return on assets ¼ U.S. government bill (usually 30-day, but can be up to one year) E1FLAST02 08/26/2010 Page 37 Notation System and Abbreviations Used in This Book xxxvii ¼ Separate trading of registered interest and principal of securities ¼ Center for Research in Security Prices, at the University of Chicago Booth School of Business PIPE ¼ Private investment in public equity SBBI ¼ Stocks, Bonds, Bills, and Inflation, published annually by Morningstar (previously Ibbotson Associates) in both a ‘‘Classic edition’’ and a ‘‘Valuation edition’’ CAPM ¼ Capital asset pricing model DCF ¼ Discounted cash flow DDM ¼ Discounted dividend model TIPS ¼ Treasury inflation-protected security NCF ¼ Net cash flow (also sometimes interchangeably referred to as FCF, free cash flow) BE ¼ Business enterprise or reporting unit NWC ¼ Net working capital FA ¼ Fixed assets IA ¼ Intangible assets UIV ¼ Unidentified intangible value (i.e., goodwill) NOPAT ¼ Net operating profit after taxes PAT ¼ Profit after tax ¼ Net Income RIe,n ¼ Residual income to equity ¼ Residual income for total capital RIf,n EVA ¼ Economic value added DY ¼ Dividend yield ROCE ¼ Return on common equity RNOA ¼ Return on net operating assets RPF ¼ Risk premium factor FLEV ¼ Net financial obligations/(Net operating assets net financial obligations) (i.e., financial leverage) SPREAD ¼ RNOA Net borrowing costs [(financial expense financial income, after tax)/(financial obligations financial assets)] SSP ¼ Small stock premium io ¼ Implicit interest charges on operating liabilities (other than deferred taxes) OI ¼ Operating income OA ¼ Operating assets OL ¼ Operating liabilities OI ¼ Operating income NOA ¼ Net operating assets RU ¼ Reporting unit ¼ Net working capital of the reporting unit NWCRU FARU ¼ Fixed assets of the reporting unit ¼ Intangible assets of the reporting unit IARU ¼ Unidentified intangible value (i.e., goodwill) of the reporting unit UIVRU MP Synergies ¼ Market participant synergies resulting from the expectation of cash flow enhancements achievable only through the combination with a market participant E ¼ Exit multiple NICE ¼ Nonmarketable investment company evaluation REIT ¼ Real estate investment trusts VDM ¼ Value driver model MV CAPM ¼ Mean-variance capital asset pricing model STRIPS CRSP E1FLAST02 08/26/2010 Page 38 XXXVIII MS CAPM VaR CVaR CV CRP NOTATION SYSTEM AND ABBREVIATIONS USED IN THIS BOOK ¼ Mean-semivariance capital asset pricing model ¼ Value at risk ¼ Conditional value at risk ¼ Coefficient of variation ¼ [(Rlocal euro $issue Rf,u.s.) (sstock/sbond)] E1C01 08/26/2010 Page 1 PART One Cost of Capital Basics E1C01 08/26/2010 Page 2 E1C01 08/26/2010 Page 3 CHAPTER 1 Defining Cost of Capital Introduction Components of a Capital Structure Cost of Capital Is a Function of the Investment Cost of Capital Is Forward-Looking Cost of Capital Is Based on Market Value Cost of Capital Is Usually Stated in Nominal Terms Cost of Capital Equals the Discount Rate Discount Rate Is Not the Same as Capitalization Rate Standard of Value Summary INTRODUCTION The cost of capital is the expected rate of return that the market participants require in order to attract funds to a particular investment. In economic terms, the cost of capital for a particular investment is an opportunity cost—the cost of forgoing the next best alternative investment. In this sense, it relates to the economic principle of substitution; that is, an investor will not invest in a particular asset if there is a more attractive substitute. The term market refers to the universe of investors who are reasonable candidates to fund a particular investment. Capital or funds are usually provided in the form of cash, although in some instances capital may be provided in the form of other assets. The cost of capital usually is expressed in percentage terms, that is, the annual amount of dollars that the investor requires or expects to realize, expressed as a percentage of the dollar amount invested. Put another way: Since the cost of anything can be defined as the price one must pay to get it, the cost of capital is the return a company must promise in order to get capital from the market, either debt or equity. A company does not set its own cost of capital; it must go into the market to discover it. Yet meeting this 3 E1C01 08/26/2010 Page 4 4 COST OF CAPITAL BASICS cost is the financial market’s one basic yardstick for determining whether a company’s performance is adequate.1 As the quote suggests, most of the information for estimating the cost of capital for a business, security, or project comes from the investment market. The cost of capital is always an expected (or forward-looking) return. Thus, analysts and would-be investors never actually observe the market’s views as to expected returns at the time of their investment. However, we often form our views of the future by analyzing historical market data. As Roger Ibbotson put it, ‘‘The Opportunity Cost of Capital is equal to the return that could have been earned on alternative investments at a specific level of risk.’’2 In other words, it is the competitive return available in the market on a comparable investment, with risk being the most important component of comparability. The valuation process is one of analysis of expected returns and pricing of risk. The cost of capital is the return appropriate for the expected level of risk in the expected returns. It is the price of risk. But often observed returns do not match expected returns. That is the essence of risk. (See Chapter 5 for a more complete discussion of risk.) COMPONENTS OF A CAPITAL STRUCTURE The term capital in this context means the components of an entity’s capital structure. The primary components of a capital structure include: & & & Debt capital Preferred equity capital (i.e., stock, partnership, limited liability company, or other type of entity interests with preference features, such as seniority in receipt of dividends or liquidation proceeds) Common equity capital (i.e., stock, partnership, limited liability company, or other type of entity interests at the lowest or residual level of the capital structure) There may be more than one subcategory in any or all of the listed categories of capital. Also, there may be related forms of capital, such as warrants or options. Each component of an entity’s capital structure has its own unique cost, depending primarily on its respective risk. The next quote explains how the cost of capital can be viewed from three different perspectives: On the asset side of a firm’s balance sheet, it is the rate that should be used to discount to a present value the future expected cash flows. 1 Mike Kaufman, ‘‘Profitability and the Cost of Capital,’’ Chapter 8 of Robert Rachlin, ed., Handbook of Budgeting, 4th ed. (New York: John Wiley & Sons, 1999). 2 Ibbotson Associates, ‘‘What Is the Cost of Capital?’’ 1999 Cost of Capital Workshop, Chicago: Ibbotson Associates, 1999. E1C01 08/26/2010 Page 5 Defining Cost of Capital 5 On the liability side, it is the economic cost to the business of attracting and retaining capital in a competitive environment, in which investors (capital providers) carefully analyze and compare all return-generating opportunities. On the investor’s side, it is the return one expects and requires from an investment in a business’s debt or equity. While each of these perspectives might view the cost of capital differently, they are all dealing with the same number.3 Simply and cogently stated, ‘‘The cost of equity is the rate of return investors require on an equity investment in a firm.’’4 When we talk about the cost of ownership capital (e.g., the expected return to an equity investor), we usually use the phrase cost of equity capital. When we talk about the cost of capital to the business overall (e.g., the average cost of capital for both equity ownership interests and debt interests), we commonly use the phrases weighted average cost of capital (WACC), blended cost of capital, or overall cost of capital. In rate-making cases, this array is sometimes called the band of investment. Recognizing that the cost of capital applies to both debt and equity investments, a well-known text states: Since free cash flow is the cash flow available to all financial investors (debt, equity, and hybrid securities), the company’s Weighted Average Cost of Capital (WACC) must include the required return for each investor.5 COST OF CAPITAL IS A FUNCTION OF THE INVESTMENT As Ibbotson puts it, ‘‘The cost of capital is a function of the investment, not the investor.’’6 The cost of capital comes from the marketplace, and the marketplace is the pool of investors ‘‘pricing’’ the risk of a particular asset. Thus it represents the consensus assessment of the pool of investors that are participants in a particular market. Allen, Brealey, and Myers state the same concept: ‘‘The true cost of capital depends on the use to which that capital is put.’’7 They make the point that it would be an error to evaluate a potential investment on the basis of a business’s overall cost of capital if that investment were more or less risky than the business’s existing 3 Stocks, Bonds, Bills and Inflation Valuation Yearbook (Chicago: Morningstar, 2009), 21. Aswath Damodaran, Investment Valuation: Tools and Techniques for Determining the Value of Any Asset, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2002), 182. 5 Tim Koller, Marc Goedhart, and David Wessels, Valuation: Measuring and Managing the Value of Companies, 4th ed. (Hoboken, NJ: John Wiley & Sons, 2005), 291. 6 Ibbotson Associates, ‘‘What Is the Cost of Capital?’’ 1999 Cost of Capital Workshop, Chicago: Ibbotson Associates, 1999. 7 Richard A. Brealey, Stewart C. Myers, and Franklin Allen, Principles of Corporate Finance, 9th ed. (Boston: Irwin McGraw-Hill, 2008), 239. 4 E1C01 08/26/2010 Page 6 6 COST OF CAPITAL BASICS business. ‘‘Each project should in principle be evaluated at its own opportunity cost of capital.’’8 When a business uses a given cost of capital to evaluate a commitment of capital to an investment or project, it often refers to that cost of capital as the hurdle rate. The hurdle rate is the minimum expected rate of return that the business would be willing to accept to justify making the investment. As noted, the hurdle rate for any given prospective investment may be at, above, or below the business’s overall cost of capital, depending on the degree of risk of the prospective investment compared with the business’s overall risk. The most popular focus of contemporary corporate finance is that companies should be making investments, either capital investments or acquisitions, from which the returns will exceed the cost of capital for that investment. Doing so creates value and is sometimes referred to as economic value added, economic profit, or shareholder value added.9 COST OF CAPITAL IS FORWARD-LOOKING The cost of capital represents investors’ expectations. There are three elements to these expectations: 1. The risk-free rate, which includes: & Rental rate. A real return for lending the funds risk-free, thus forgoing consumption for which the funds otherwise could be used. & Inflation. The expected rate of inflation over the term of the risk-free investment. & Maturity risk or investment rate risk. The risk that the investment’s principal market value will rise or fall during the period to maturity as a function of changes in the general level of interest rates. 2. Risk—the uncertainty as to when and how much cash flow or other economic income will be received. (Risk is discussed more fully in Chapter 5.) It is the combination of the two items comprising the risk-free rate that is sometimes referred to as the time value of money. While these expectations, including assessment of risk, may be different for different investors, the market tends to form a consensus with respect to a particular investment or category of investments. That consensus determines the cost of capital for investments of varying levels of risk. The cost of capital, derived from investors’ expectations and the market’s consensus of those expectations, is applied to expected economic income, usually measured in terms of net cash flows. We convert the stream of expected economic benefits to its present value equivalent to compare investment alternatives of similar or differing levels of risk. Present value, in this context, refers to the dollar amount that a rational and well-informed investor would be willing to pay today for the stream of expected economic income. In mathematical terms, the 8 9 Ibid. See, for example, Tim Koller, Marc Goedhart, and David Wessels, Valuation: Measuring and Managing the Value of Companies, 4th ed. (Hoboken, NJ: John Wiley & Sons, 2005); also see Alfred Rappaport, Creating Shareholder Value: A Guide for Managers and Investors, revised ed. (New York: Free Press, 1997). E1C01 08/26/2010 Page 7 Defining Cost of Capital 7 cost of capital is the percentage rate of return that equates the stream of expected economic income with its present cash value (see Chapter 4). COST OF CAPITAL IS BASED ON MARKET VALUE The cost of capital is the expected rate of return on some base value. That base value is measured as the market value of an asset, not its book value, par value, or carrying value. For example, the yield to maturity shown in the bond quotations in the financial press is based on the closing market price of a bond, not on its face value. Similarly, the implied cost of equity for a company’s stock is based on the market price per share at which it trades, not on the company’s book value per share of stock. The cost of capital is estimated from market data. These data refer to expected returns relative to market prices. By applying the cost of capital derived from market expectations to the expected net cash flows (or other measure of economic income) from the investment or project under consideration, the market value can be estimated. COST OF CAPITAL IS USUALLY STATED IN NOMINAL TERMS Keep in mind that we have talked about expectations including inflation. Assuming inflationary expectations, the return an investor requires includes compensation for reduced purchasing power of the currency over the life of the investment. Therefore, when the analyst or investor applies the cost of capital to expected returns in order to estimate value, he or she must also include expected inflation in those expected returns. This obviously assumes that investors have reasonable consensus expectations regarding inflation. For countries subject to unpredictable hyperinflation, it is sometimes more practical to estimate the cost of capital in real terms rather than in nominal terms and apply it to expected net cash flows expressed in real terms. We discuss the problems with estimating cash flows and cost of capital in real terms in Chapter 19. COST OF CAPITAL EQUALS THE DISCOUNT RATE The essence of the cost of capital is that it is the percentage return that equates expected economic income with present value. The expected rate of return in this context is called a discount rate. By discount rate, the financial community means an annually compounded rate at which each increment of expected economic income is discounted back to its present value. A discount rate reflects both the time value of money and risk. Therefore, in its totality it represents the cost of capital. The sum of the discounted present values of each future period’s net cash flow or other measure of return equals the present value of the investment, reflecting the expected amounts of return over the life of the investment. The terms discount rate, cost of capital, and required rate of return are often used interchangeably. E1C01 08/26/2010 Page 8 8 COST OF CAPITAL BASICS The economic income referenced here represents total expected benefits. In other words, this economic income includes increments of cash flow realized by the investor while holding the investment, as well as proceeds to the investor upon liquidation of the investment. The rate at which these expected future total returns are reduced to present value is the discount rate, which is the cost of capital (required rate of return) for a particular investment. DISCOUNT RATE IS NOT THE SAME AS CAPITALIZATION RATE Because some practitioners and their clients confuse the terms, we point out here that discount rate and capitalization rate are two distinctly different concepts. Discount rate equates to cost of capital. It is a rate applied to all expected economic income to convert the expected economic income stream to a present value. A capitalization rate, however, is merely a divisor applied to one single element of the economic income stream to estimate a present value. The only instance in which the discount rate is equal to the capitalization rate is when each future period’s economic income is equal (i.e., no growth), and the economic income is expected to continue into perpetuity. One of the few examples would be a preferred stock paying a fixed dividend amount per share into perpetuity. The relationship between discount and capitalization rates is discussed in Chapter 4. STANDARD OF VALUE Throughout this book, we discuss expected economic income and cost of capital in the context of various definitions of the generic term value. The term has many meanings. In this book, a standard of value is a definition of the type of value being sought. The standard of value addresses the questions: ‘‘value to whom?’’ and ‘‘value under what circumstances?’’ We will identify the applicable standard of value and its meaning when we are speaking about a particular application. But for background, a quick summary here would be useful.10 Fair market value is the value standard used in many federal income tax matters. But in transfer pricing matters under Internal Revenue Code Section 482, the standard of value is the arm’s length standard. The understanding of these terms is based on the Internal Revenue Code, Treasury regulations, and interpretations by various courts. 10 Definitions of fair market value, investment value, and intrinsic value are included in the International Glossary of Business Valuation Terms, jointly developed by the American Institute of Certified Public Accountants, American Society of Appraisers, Canadian Institute of Chartered Business Valuators, National Association of Certified Valuation Analysts, and The Institute of Business Appraisers. For a more complete discussion, see Chapter 2 in Shannon P. Pratt, Valuing a Business: The Analysis and Appraisal of Closely Held Companies, 5th ed. (New York: McGraw-Hill, 2008). E1C01 08/26/2010 Page 9 Defining Cost of Capital 9 Fair value is the standard of value used in financial reporting and is defined in Financial Accounting Standards Board pronouncements. Fair value has a totally different meaning in another context. Fair value is typically the applicable standard of value in fairness and shareholder disputes and is defined by state statute and court interpretations. In the United States, the most widely recognized and accepted standard of value related to real estate appraisals is market value. Investment value is the specific value of an investment to a particular investor or class of investors based on individual investment requirements. Intrinsic value (sometimes called fundamental value) is the specific value of an investment based on its perceived characteristics inherent in the investment but not based on the value to any one investor or class of investors. SUMMARY The cost of capital estimate is the essential link that enables us to convert a stream of expected income into an estimate of present value. Cost of capital has several key characteristics: & & & & & & & It is market driven. It is the expected rate of return that the market requires to commit capital to an investment. It is not observable. It is forward-looking, based on expected returns. Past returns, at best, provide guidance as to what to expect in the future. It is a function of the investment, not a particular investor. To make the discount rate a function of the particular investor’s perceptions implies investment value rather than fair market value or fair value. The base against which cost of capital is measured is market value. It is usually measured in nominal terms, which includes the expected rate of inflation. It is the link, called a discount rate, that equates expected future returns for the life of the investment with the present value of the investment at a given date. E1C02 07/24/2010 Page 10 CHAPTER 2 Introduction to Cost of Capital Applications: Valuation and Project Selection Introduction Net Cash Flow Is the Preferred Economic Income Measure Cost of Capital Is the Proper Discount Rate Present Value Formula Example: Valuing a Bond Applications to Businesses, Business Interests, and Capital Budgeting Projects Summary INTRODUCTION Cost of capital has many applications, the two most common being valuation and capital investment project selection. These two applications are very closely related. The basic steps in valuation and investment selection are: 1. Estimation of economic income 2. Estimation of the cost of capital 3. Use of the cost of capital to calculate present values These steps are applicable to both the discounted cash flow (DCF) method and the single-period capitalization method. This chapter discusses these two applications in very general terms so the reader can quickly understand how a proper estimation of the cost of capital underlies valuations and financial decisions worth billions of dollars every day. Later chapters discuss these applications in more detail. NET CASH FLOW IS THE PREFERRED ECONOMIC INCOME MEASURE Throughout this book, we usually assume that the measure of economic income to which the cost of capital will be applied is net cash flow (sometimes called free cash 10 E1C02 07/24/2010 Page 11 Introduction to Cost of Capital Applications: Valuation and Project Selection 11 flow). Net cash flow represents discretionary cash available to be paid out to stakeholders (providers of capital) of an entity (e.g., interest, debt payments, dividends, withdrawals) without jeopardizing the projected ongoing operations of the entity. We will provide a more exact definition of net cash flow in Chapter 3. Net cash flow to equity is that cash flow available to the equity holders, usually common equity. Net cash flow is the measure of economic income upon which most financial analysts today prefer to focus for both valuation and capital investment purposes. Net cash flow represents money available to stakeholders, assuming the business owned by the entity is a going concern and the entity is able to support the projected operations. Net cash flow can also be used to evaluate liquidation scenarios. Although the contemporary literature of corporate finance widely embraces a preference for net cash flow as the relevant economic income variable to which to apply cost of capital for valuation and decision making, there is still a contingent of analysts who prefer to focus on reported or adjusted accounting income.1 COST OF CAPITAL IS THE PROPER DISCOUNT RATE At the end of Chapter 1, we said that the cost of capital is customarily used as a discount rate to convert expected economic income to a present value. This concept is summarized succinctly by Brealey, Myers, and Allen: ‘‘When you discount [a] project’s expected cash flow at its opportunity cost of capital, the resulting present value is the amount investors would be willing to pay for the project.’’2 In this context, let us keep in mind the critical characteristics of a discount rate: Definition: A discount rate is a yield rate used to convert anticipated future economic income (payments or receipts) into present value (i.e., a cash value as of a specified valuation date). A discount rate represents the total expected rate of return that the investor requires on the amount invested. Usually analysts and investors make the simplifying assumption that the cost of capital is constant over the life of the investment and use the same cost of capital to apply to each future period’s expected economic income. There are, however, cases in which analysts might choose to estimate a discrete cost of capital to apply to the expected economic income in each future period. Examples include cases where the analyst anticipates a changing weighted average cost of capital because of a changing capital structure or cases where the risk characteristics of the economic income change (e.g., the net cash flows in the early years are ‘‘guaranteed’’ due to contracts with customers and are risky in later years). 1 See, for example, Z. Christopher Mercer, Valuing Financial Institutions (Homewood, IL: Business One Irwin, 1992), Chapter 13; and his article ‘‘The Adjusted Capital Asset Pricing Model for Developing Capitalization Rates,’’ Business Valuation Review (December 1989): 147–156. 2 Richard A. Brealey, Stewart C. Myers, and Franklin Allen, Principles of Corporate Finance, 9th ed. (Boston: Irwin McGraw-Hill, 2008), 18. E1C02 07/24/2010 Page 12 12 COST OF CAPITAL BASICS Notwithstanding, well-known author, professor, and consultant Dr. Alfred Rappaport recommends using a constant cost of capital in his book Creating Shareholder Value: The appropriate rate for discounting the company’s cash flow stream is the weighted average of the costs of debt and equity capital. . . . It is important to emphasize that the relative weights attached to debt and equity, respectively, are neither predicated on dollars the firm has raised in the past, nor do they constitute the relative proportions of dollars the firm plans to raise in the current year. Instead, the relevant weights should be based on the proportions of debt and equity that the firm targets for its capital structure over the long-term planning period.3 This latter view is most widely used in practice. PRESENT VALUE FORMULA The use of the cost of capital to estimate present value thus requires two sets of estimates: 1. The numerator. The expected amount of economic income (e.g., the net cash flow) to be received from the investment in each future period over the life of the investment. 2. The denominator. A function of the discount rate, which is the cost of capital, which, in turn, is the required rate of return. This function is usually written as ð1 þ kÞn . where: k ¼ Discount rate n ¼ Number of periods into the future when the returns are expected to be realized Converting the concepts into a mathematical formula, we have the following, which is the essence of using cost of capital to estimate present value. (Formula 2.1) PV ¼ where: 3 NCF1 NCF2 NCFn þ þ þ ð1 þ kÞ ð1 þ kÞ2 ð1 þ kÞn PV ¼ Present value NCF1 . . . NCFn ¼ Net cash flow (or other measure of economic income) expected in each of the periods 1 through n, n being the final cash flow in the life of the investment Alfred Rappaport, Creating Shareholder Value: A Guide for Managers and Investors, revised ed. (New York: Free Press, 1997), 37. E1C02 07/24/2010 Page 13 Introduction to Cost of Capital Applications: Valuation and Project Selection 13 k ¼ Cost of capital applicable to the defined stream of net cash flow n ¼ Number of periods The critical job for the analyst is to match the cost of capital estimate to the definition of the economic income stream being discounted. This is largely a function of reflecting in the cost of capital estimate the degree of risk inherent in the expected cash flows being discounted. The relationship between risk and the cost of capital is the subject of Chapter 5. EXAMPLE: VALUING A BOND A simple example of the use of Formula 2.1 is valuing a bond for which a risk rating has been estimated. Let us make five assumptions: 1. The bond has a face value of $1,000. 2. It pays 8% interest on its face value. 3. The bond pays interest once a year, at the end of the year. (This, of course, is a simplifying assumption. Some bonds and notes pay only annually, but most publicly traded bonds pay interest semiannually.) 4. The bond matures exactly three years from the valuation date. 5. As of the valuation date, the market yield to maturity (i.e., total rate of return, including interest payments and price appreciation) for bonds of the same risk grade and maturity as the subject bond is 10%. Note three important implications of this scenario: & & & The issuing business’s embedded cost of capital (i.e., the historic rate of interest at which the bond was issued) for this bond is only 8%, although the market cost of capital (yield to existing, sometimes referred to as nominal, maturity) at the valuation date is 10%. The discrepancy may be because the general level of interest rates was lower at the time of issuance of this particular bond or because the risk rating associated with this bond was lowered between the date of issuance and the valuation date. If the issuing business wanted to issue new debt on comparable terms as of the valuation date, it presumably would have to offer investors a 10% yield, the current market-driven cost of capital for bonds of that risk grade, to induce investors to purchase the bonds. For purposes of valuation and capital budgeting decisions, when we refer to cost of capital, we mean market cost of capital, not embedded cost of capital. (Embedded cost of capital is sometimes used in utility rate making, but this chapter focuses only on valuation and capital budgeting applications of cost of capital.) Substituting numbers derived from the preceding assumptions into Formula 2.1 gives us: E1C02 07/24/2010 Page 14 14 COST OF CAPITAL BASICS (Formula 2.2) PV ¼ ¼ $80 $80 $80 $1; 000 þ þ þ ð1 þ :10Þ ð1 þ :10Þ2 ð1 þ :10Þ3 ð1 þ :10Þ3 $80 $80 $80 $1; 000 þ þ þ ð1:10Þ ð1:21Þ ð1:331Þ ð1:331Þ ¼ $72:73 þ $66:12 þ $60:11 þ $751:32 ¼ $950:28 In this example, the fair market value of the subject bond as of the valuation date is $950.28. That is the amount that a willing buyer would expect to pay and a willing seller would expect to receive (before considering any transaction costs). Formula 2.2 is sometimes presented in terms of present value factors, or multipliers, which would be presented as follows: Period 1 2 3 Terminal Value Cash Flow $80 80 80 1,000 Factor Multiplier .9091 .8264 .7513 .7513 Present Value ¼ ¼ ¼ ¼ $72.73 66.12 60.11 751.30 $950.26 (The $.02 difference is due to rounding.) APPLICATIONS TO BUSINESSES, BUSINESS INTERESTS, AND CAPITAL BUDGETING PROJECTS The same framework can be used to estimate the value of an equity interest in a business or a business’s entire invested capital. One would project the cash flows available to the interest to be valued and discount those cash flows to their present value equivalent at a cost of capital (discount rate) that reflects the risk associated with achieving the particular cash flows. Details of the procedures for valuing entire businesses or interests in businesses and evaluating and pricing their risks are presented in later chapters. Similarly, the same construct can be applied to evaluating a capital budgeting decision, such as building a plant or buying equipment. In that case, the cash flows to be discounted are incremental cash flows (i.e., cash flows resulting specifically from the decision that would not occur absent the decision). The early portions of the cash flow stream may be negative while funds are being invested in the project. The primary relationship to remember is that cost of capital is a function of the investment, not of the investor. Therefore, the analyst must evaluate the risk of each project under consideration. If the risk of the project is greater or less than the business’s overall risk, then the cost of capital by which that project is evaluated should be commensurately higher or lower than the business’s overall cost of capital. Although some businesses apply a single ‘‘hurdle rate’’ to all proposed projects or investments, the consensus in corporate finance literature is that the rate by which E1C02 07/24/2010 Page 15 Introduction to Cost of Capital Applications: Valuation and Project Selection 15 to evaluate any investment should be based on the risk of that investment, not on the business’s borrowing cost or overall risk that drives its cost of capital. We agree with this consensus. If the business invests in projects or assets that increase its overall risk, then the business’s overall risk will increase marginally. When this increased risk is recognized and reflected in the market, it will raise the business’s cost of capital. If the returns on the higher risk investment are less than the higher returns commensurate with this higher cost of capital, the result will be a decrease in the value of the entity or interest (e.g., decrease in the stock price) and a loss in owners’ value. SUMMARY The most common cost of capital applications are valuation of an investment or prospective investment and project selection decisions (the core component of capital budgeting). In both applications, returns expected from the capital outlay are discounted to a present value by a discount rate, which should be the cost of capital applicable to the specific investment or project. The measure of returns generally preferred today is net cash flow, as discussed in the next chapter. E1C03 08/07/2010 Page 16 CHAPTER 3 Net Cash Flow: Preferred Measure of Economic Income Introduction Defining Net Cash Flow Net Cash Flow to Common Equity Capital Net Cash Flow to Invested Capital Net Cash Flows Should Be Probability-Weighted Expected Values Why Net Cash Flow Is the Preferred Measure of Economic Income Alternative Measure of Economic Income Summary Additional Reading Technical Supplement Chapter 1: Alternative Net Cash Flow Definitions INTRODUCTION Cost of capital is a meaningless concept until we define the measure of economic income to which it is to be applied. Based on the tools of modern finance, the measure of choice for most financial decision making is net cash flow. This, obviously, poses two critical questions: 1. How do we define net cash flow? 2. Why is net cash flow considered the best economic income variable to use in net present value analyses? Within the income approach, the most often used methods are the discounted cash flow (DCF) method and the single-year capitalization method. The analyst must choose the method that is most appropriate, given the facts and circumstances surrounding the subject business. Once that decision is made, the analyst must choose between two general frameworks: valuing net cash flows to common equity capital or valuing net cash flows to the aggregate of invested capital. When net cash flow to common equity is valued, the discount rate should be the cost of equity capital. When net cash flow to invested capital is valued, the discount rate should be the overall cost of capital (commonly referred to as the weighted average cost of capital, or WACC). 16 E1C03 08/07/2010 Page 17 Net Cash Flow: Preferred Measure of Economic Income 17 The reasons why the financial community tends to focus on net cash flow as the preferred measure of economic income are both conceptual and empirical and are explained further in the next section. DEFINING NET CASH FLOW Net cash flow is generally defined as cash that a business or project does not have to retain and reinvest in order to generate the projected cash flows in future years. In other words, it is cash available to be paid out in any year to the owners of capital without jeopardizing the business’s expected cash flow generating capability in future years. The net cash flow is available to be distributed to the investors or reinvested in some incremental project not reflected in the net cash flows that have been discounted. That reinvestment results in incremental value in future years. Net cash flow is sometimes called free cash flow. It is also sometimes called net free cash flow, although this phrase seems redundant. With finance terminology being as ambiguous as it is, minor variations in the definitions of these terms frequently arise, making it essential to clearly define the measure of income to be employed in the valuation. Net Cash Flow to Common Equity Capital In valuing equity capital by discounting or capitalizing expected net cash flows (keeping in mind the important difference between discounting and capitalizing, as discussed in Chapters 1 and 4), net cash flow to equity (NCFe in our notation system) is defined as: (Formula 3.1) Net income to common equity (after income taxes) Plus: Noncash charges (e.g., depreciation, amortization, deferred revenues, and deferred income taxes) Minus: Capital expenditures (amount necessary to support projected revenues and expenses) Minus: Additions to net working capital (amount necessary to support projected revenues) Minus: Dividends on preferred equity capital Plus: Cash from increases in the preferred equity or debt components of the capital structure (amount necessary to support projected revenues) Minus: Repayments of any debt components or retirement of any preferred components of the capital structure Equals: Net cash flow to common equity capital Capital expenditures are those amounts needed to match the revenue and expense forecasts. That is, the capital expenditures are those amounts needed for replacement of plant and/or equipment that are retired in the normal course of business, those amounts needed for increases in capacity consistent with the projected revenue (e.g., increased number of machines, increased warehouse space), and those amounts needed for replacement of existing plant and/or equipment consistent with projected expenses (e.g., replacement of inefficient equipment with more efficient equipment). E1C03 08/07/2010 Page 18 18 COST OF CAPITAL BASICS Net working capital excludes (1) any excess cash and investments that are not needed to support the level of business activity in the projected revenues and (2) any debt classified as short-term that is a component of the capital structure (e.g., the amount included in current liabilities for the current portion of long-term debt). We discuss this more fully in Chapter 6. Because we are only including amounts of investment in net working capital and capital expenditures needed for the projected revenues and expenses included in the projected net cash flows to be discounted, we can term these sustainable net cash flows. Net cash flow to equity is also called free cash flow to equity (FCFe). Net Cash Flow to Invested Capital In valuing the entire invested capital of a business or project by discounting or capitalizing expected cash flows, net cash flow to invested capital or net cash flow to the firm (NCFf in our notation system) is defined as: (Formula 3.2) Net income to common equity (after income taxes) Plus: Noncash charges (e.g., depreciation, amortization, deferred revenues, and deferred income taxes) Minus: Capital expenditures (amount necessary to support projected revenues and expenses) Minus: Additions to net working capital (amount necessary to support projected revenues) Plus: Interest expense (net of the tax deduction resulting from interest as a taxdeductible expense) Plus: Dividends on preferred equity capital Equals: Net cash flow to invested capital The amounts of capital expenditures and additions to net working capital are consistent with the projections of revenues and expenses and the amounts defined previously (in the net cash flow to common equity capital). In other words, NCFf adds back interest (tax-affected because interest is a taxdeductible expense) because invested capital includes the debt on which the interest is paid. Interest is the payment to the debt component of the invested capital. It also adds back dividends on preferred stock for the same reason (i.e., invested capital includes the preferred capital on which the dividends are paid). Net cash flow to invested capital is also called free cash flow to the firm (FCFf). Occasionally, an analyst treats earnings before interest, taxes, depreciation, and amortization (EBITDA) as if it were equivalent to net cash flow to invested capital. This error may be a significant matter because the analyst has added back the noncash charges but ignored the requisite capital expenditures and additions to net working capital necessary to sustain the business as projected. When we discount net cash flow to equity, the appropriate discount rate is the cost of equity capital. When we discount net cash flow to all invested capital, the appropriate discount rate is the overall cost of capital or WACC. E1C03 08/07/2010 Page 19 19 Net Cash Flow: Preferred Measure of Economic Income NET CASH FLOWS SHOULD BE PROBABILITY-WEIGHTED EXPECTED VALUES Net cash flows to be discounted or capitalized should be statistical expected values, that is, (mean) probability-weighted net cash flows. In the real world, it is far more common for realized net cash flows to be below forecast than above, as we explain later. A valuation that does not take this factor into account will overvalue a business. If the distribution of possible net cash flows in amount and likelihood in each period is symmetrical above and below the most likely net cash flow in that period, then the most likely net cash flow is equal to the probability-weighted net cash flow (the mathematical expected value of the distribution). However, many times distributions of possible net cash flows for any given period are skewed. This is where probability weighting comes into play. Exhibit 3.1 shows the calculation of the probability-weighted expected values of projected net cash flows under a symmetrically distributed scenario (Scenario A) and under a skewed distribution scenario (Scenario B). Exhibit 3.2 portrays the information in Exhibit 3.1 graphically. In both scenario A and scenario B of Exhibit 3.1, the most likely net cash flow is $1,000. In scenario A, the expected value (probability weighted) is also $1,000. But in scenario B, the expected value is only $714. In scenario B, $714 is the figure that should appear in the numerator of the discounted cash flow formula, not $1,000. EXHIBIT 3.1 Example of Net Cash Flow Expectations Scenario A—Symmetrical Net Cash Flow Expectation Projected Net Cash Flows $1,600.00 1,500.00 1,300.00 1,000.00 700.00 500.00 400.00 Probability of Occurrence Probability-Weighted Value 0.01 0.09 0.20 0.40 0.20 0.09 0.01 100% $16 135 260 400 140 45 4 $1,000 Scenario B—Skewed Net Cash Flow Expectation Projected Net Cash Flows $1,600.00 1,500.00 1,300.00 1,000.00 700.00 500.00 (100.00) (600.00) Probability of Occurrence Probability-Weighted Value 0.01 0.02 0.05 0.35 0.25 0.20 0.10 0.02 100% $16 30 65 350 175 100 (10) (12) $714 08/07/2010 Page 20 20 COST OF CAPITAL BASICS Scenario A: Symmetrical Cash Flow Expectation Probabilitiy of Occurrence 0.45 0.4 Expected Value 0.35 0.3 0.25 0.2 0.15 0.1 0.05 0 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 Expected Net Cash Flow Scenario B: Skewed Cash Flow Expectation 0.4 0.35 Probabilitiy of Occurrence E1C03 Expected Value 0.3 0.25 0.2 0.15 0.1 0.05 ($1,000) ($500) 0 $0 $500 $714 $1,000 $1,500 $2,000 Expected Net Cash Flow EXHIBIT 3.2 Example of Net Cash Flow Expectations (Graphs of Data from Exhibit 3.1) Most analysts do not have the benefit of receiving, or the time or information to develop, a probability distribution for each year’s expected net cash flow (and it is not a common practice to develop one). However, analysts should be aware of the concept when deciding on the amount of each expected net cash flow to be discounted. Many analysts first think in terms of symmetrical distributions. But most businesses have a maximum capacity to produce their services or goods in any one year. For example, in scenario B, the business in any year may run up against capacity constraints to increase revenues and net cash flows (except with short spurts of multishift seven-day-per-week production). But on the downside, the business is more likely to lose sales and experience reduced cash flows. So in any one year, there is a great likelihood that the distribution of expected cash flows is E1C03 08/07/2010 Page 21 Net Cash Flow: Preferred Measure of Economic Income 21 skewed. This does not mean that the net cash flows are identical in future years. As investment is made to increase capacity, the entire distribution of expected net cash flows can be ratcheted upwards. But in any year in the future, the distribution of possible net cash flow may be and probably is skewed. So even if one does not receive or develop a probability distribution of net cash flows, the analyst should be aware that there is often more downside risk than upside potential in any year’s net cash flows for many businesses. As we pointed out in Formula 2.1 in Chapter 2, in calculating the present value of economic benefits, the numerator is the expected economic benefits. We have suggested that net cash flow is the preferred measure of economic income. While this is not a book on forecasting, the analyst may need to facilitate the preparation of expected net cash flows and/or test the reasonableness of the net cash flows projection provided. In Chapter 34, we discuss projections of expected future economic benefits, focusing on net cash flows, and tools one can use in understanding the distribution of expected net cash flows. WHY NET CASH FLOW IS THE PREFERRED MEASURE OF ECONOMIC INCOME The financial community tends to focus on net cash flow as the preferred measure of economic income to be discounted by the opportunity cost of capital for two reasons. 1. Conceptual. Net cash flow provides amounts that are available to compensate providers of capital for their investments in a discrete period of time. In a valuation context, it is important that the numerator of Formula 2.1 gives the most accurate estimate of what the business expects to generate as a return on the capital invested. 2. Empirical. It is the economic income measure that best matches discount rate estimates. The case for preferring what they term free cash flows (i.e., net cash flows after tax) as the appropriate economic income measure to discount is clearly stated in Morningstar’s 2009 Stocks, Bonds, Bills and Inflation Valuation Yearbook: Several things can be noted about free cash flow. First, it is an after-tax concept. . . . Secondly, pure accounting adjustments need to be added back into the analysis. . . . Finally, cash flows necessary to keep the company going forward must be subtracted from the equation. These cash flows represent necessary capital expenditures to maintain plant, property, and equipment or other capital expenditures that arise out of the ordinary course of business. Another common subtraction is reflected in changes in working capital. The assumption in most business valuation settings is that the entity in question will remain a long-term going concern that will grow over time. As companies grow, they accumulate additional accounts receivable and other working capital elements that require additional cash to support. E1C03 08/07/2010 Page 22 22 COST OF CAPITAL BASICS Free cash flow is the relevant cash flow stream because it represents the broadest level of earnings that can be generated by the asset. With free cash flow as the starting point, the owners of a firm can decide how much of the cash flow stream should be diverted toward new ventures, capital expenditures, interest payments, and dividend payments. It is incorrect to focus on earnings as the cash flow stream to be valued because earnings contain a number of accounting adjustments and already include the impact of the capital structure.1 If one uses the SBBI data or the data contained in the Duff & Phelps Risk Premium Report to develop a common equity discount rate—using either the build-up model (see Chapter 7) or the capital asset pricing model (CAPM) (see Chapter 8)—the discount rate is applicable to net cash flow available to the common equity investor because the SBBI and Duff & Phelps return data have two components: 1. Dividends to the common stock 2. Changes in common stock prices The investor receives the dividends, so their utilization is entirely at the investor’s discretion. To the extent that net cash flows are retained in the business, they are assumed to be reinvested for the benefit of the common equity and added to the value of the common equity. For actively traded stock, the investor’s realization of the change in stock price is equally discretionary because the stocks are assumed to be highly liquid (i.e., they can be sold at their market price at any time, with the seller receiving the proceeds in cash within three business days). Is accounting data useful in better estimating net cash flows? One study examines whether accounting variables explain stock price movements by assisting users of accounting information to better forecast cash flows.2 The authors find that changes in four accounting variables explain about 20% of the differences in stock returns. Another study concludes that the direct method of cash flow statements (compared with the more popular indirect method) is valuable to investors and improves accuracy of forecasting future operating cash flows and earnings.3 While theoreticians and practitioners alike accept the primacy of net cash flows in valuation,4 this premise is the subject of recent study. 1 Stocks, Bonds, Bills and Inflation Valuation Yearbook (Chicago: Morningstar, 2009), 13–14. 2 Peter F. Chen and Guochang Zhang, ‘‘How Do Accounting Variables Explain Stock Price Movements? Theory and Evidence,’’ Journal of Accounting and Economics (July 2007): 219–244. 3 Steven Orpurt and Yoonseok Zang, ‘‘Do Direct Cash Flow Disclosures Help Predict Future Operating Cash Flows and Earnings?’’ Working paper, May 2009. Available at http://ssrn .com/abstract=1319102. 4 See, for example, Steven J. Kaplan and Richard S. Ruback, ‘‘The Valuation of Cash Flow Forecasts: An Empirical Analysis,’’ Journal of Finance 50(4) (September 1995): 1059–1093. E1C03 08/07/2010 Page 23 Net Cash Flow: Preferred Measure of Economic Income 23 In one study, the authors analyze whether multiples for guideline public companies based on (1) earnings per share or (2) operating cash flows per share (net income plus depreciation and amortization plus net working capital divided by the weighted average number of common shares outstanding for the year) and applied to the earning per share or the operating cash flow per share of the subject company result in a more accurate estimate of the stock price of the subject public company. Their results suggest that valuation multiples based on earnings forecasts provide better valuations where consensus earnings forecasts of analysts are available.5 And finally another study finds that when investors are provided complete cash flow data, stock prices fully reflect that data.6 ALTERNATIVE MEASURE OF ECONOMIC INCOME An alternative formulation of economic income is residual income.7 Valuations using residual income always yield the same value as does the discounted net cash flow method when applied with consistent valuation assumptions. Residual income represents the economic profit of the business after deducting the cost of capital. We discuss residual income because it is called in the literature by various names, such as economic profit, abnormal earnings,8 and Economic Value Added1 (EVA) (EVA is discussed in Chapter 26). The term abnormal earnings implies that the business is expected to earn more than its cost of capital. Residual income can be formulated as residual income to common equity capital or residual income to total capital. This measure of economic profit is often used in measures of internal business performance. In the residual income model, the value of business has two components: the current net book value of common equity plus the present value of future residual income. The resultant value is equivalent to the net cash flow to common equity model using consistent assumptions. Residual income to common equity is based on the clean-surplus accounting statement: (Formula 3.3) BV n ¼ BV n1 þ NCIe;n De;n where: 5 BVn ¼ Book value of net assets NCIe,n ¼ Net comprehensive income to common equity, which includes income terms reported directly in the equity account rather than in the income statement Jing Liu, Doron Nissim, and Jacob Thomas, ‘‘Is Cash Flow King in Valuations?’’ Financial Analysts Journal 63(2) (March–April 2007): 56–68. 6 Keren Bar-Hava, Roni Ofer, and Oded Sarig, ‘‘New Tests of Market Efficiency Using Fully Identifiable Equity Cash Flows,’’ Working paper, February 2007. Available at http://ssrn .com/abstract=965242. 7 Stephen H. Penman, Financial Statement Analysis and Security Valuation, 3rd ed. (New York: McGraw-Hill, 2007), Chapter 5. 8 J. Feltham and J. Ohlson, ‘‘Valuation and Clean Surplus Accounting for Operating and Financing Activities,’’ Contemporary Accounting Research 11(2) (Spring 1995): 689–731. E1C03 08/07/2010 Page 24 24 COST OF CAPITAL BASICS De,n ¼ Distributions to common equity, net of new issues of common equity ¼ NCIn ½BV n BV n1 Clean surplus accounting captures the concept that all changes in common equity not involving common equity pass through the income statement. Comprehensive income differs from reported net income primarily because of foreign currency translation adjustments, derivative accounting, and certain pension liability adjustments. Residual income is the return on common equity (expressed in dollars) in excess of the cost of equity capital as is shown in Formula 3.4. (Formula 3.4) RIe;n ¼ NCIe;n ½BV n1 ke where: RIe,n ¼ Residual income for common equity capital NCIe,n ¼ Net comprehensive income to common equity BVn1 ¼ Book value of net assets at period n–1 ke ¼ Cost of equity capital Residual income to total capital is based on the clean-surplus accounting statement: (Formula 3.5) NOAn ¼ NOAn1 þ NCIf ; n Df ; n where: NOA ¼ Net operating assets ¼ Total capital of the business NCIf,n ¼ Net comprehensive income to the firm, which includes income terms reported directly in the equity account rather than in the income statement Df,n ¼ Distributions to total capital, net of new issues of debt or equity capital ¼ NCIf ; n ½NOAn NOAn1 Residual income is the return on total capital (expressed in dollars) in excess of the overall cost of capital (WACC), as is shown in Formula 3.6. (Formula 3.6) RIf ; n ¼ NCI f ; n ½NOAn1 WACC where: RIf,n ¼ Residual income for total capital NCIf,n ¼ Net comprehensive income to total capital NOA ¼ Net operating assets WACC ¼ Overall cost of capital In Chapter 4, we demonstrate the conditions for equality between valuations using net cash flow and residual income. E1C03 08/07/2010 Page 25 Net Cash Flow: Preferred Measure of Economic Income 25 SUMMARY Net cash flow is the measure of economic income that most financial analysts prefer to use today when discounting or capitalizing using the cost of capital for valuation or project selection. In valuing cash flows to equity capital, the discount rate should be the cost of equity capital. In valuing cash flows available for all invested capital, the discount rate should be the weighted average cost of capital. Net cash flows should be measured as the mathematical expected value of the probability-weighted distribution of expected outcomes for each projected period of returns, not the most likely value. In Chapter 5, we define risk as uncertainty of possible outcomes, a definition intended to encompass the entire range of possible returns for each future period. ADDITIONAL READING Brief, Richard P. ‘‘Accounting Valuation Models: A Short Primer.’’ Abacus 43(4) (2007): 429–437. Estridge, Juliet, and Babara Lougee. ‘‘Measuring Free Cash Flows for Equity Valuation: Pitfalls and Possible Solutions.’’ Journal of Applied Corporate Finance (Spring 2007): 60–71. TECHNICAL SUPPLEMENT CHAPTER 1: ALTERNATIVE NET CASH FLOW DEFINITIONS We summarize alternative net cash flow definitions in the Cost of Capital: Applications and Examples, 4th ed. Workbook and Technical Supplement, Chapter 1. E1C04 08/07/2010 Page 26 CHAPTER 4 Discounting versus Capitalizing Introduction Capitalization Formula Example: Valuing a Preferred Stock Functional Relationship between Discount Rate and Capitalization Rate Major Difference between Discounting and Capitalizing Constant Growth or Gordon Growth Model Combining Discounting and Capitalizing (Two-Stage Model) Equivalency of Discounting and Capitalizing Models Midyear Convention Midyear Discounting Convention Midyear Capitalization Convention Midyear Convention in the Two-Stage Model Seasonal Businesses Matching Projection Periods to Financial Statements: Partial First Year Equivalency of Capitalizing Residual Income Summary INTRODUCTION The first two chapters explained that the cost of capital is used as a discount rate to discount a stream of future economic income to a present value. This valuation process is called discounting. In discounting, we project all expected economic income (cash flows or other measures of economic income) from the subject investment to the respective class or classes of capital over the life of the investment. Thus, the percentage return that we call the discount rate represents the total compound rate of return that an investor in that class of investment requires over the life of the investment. There is a related process for estimating present value, which we call capitalizing. In capitalizing, instead of projecting all future economic income to the respective class(es) of capital, we focus on the economic income of just one single period, usually the economic income expected in the first year immediately following the valuation date. That amount represents the long-term sustainable base level of economic income or a base from which the level of economic income is expected to 26 E1C04 08/07/2010 Page 27 27 Discounting versus Capitalizing grow or decline at a more or less constant rate. We then divide that single-year economic income by a divisor called the capitalization rate. As will be seen, the process of capitalizing is really just a shorthand form of discounting. The capitalization rate, as used in the income approach to valuation or project selection, is derived from the discount rate. (This differs from the market approach to valuation, where capitalization rates for various economic income measures are implied by taking the inverse of pricing multiples, for example, inverting the price-to-earnings ratio.) A common error is the use of a discount rate as a capitalization rate. This is correct only if the expected cash flows are the same from the year following the valuation date into perpetuity (i.e., 0% growth), as in the case of a perpetual preferred stock. The balance of this chapter presents the differences between discounting and capitalizing and alternative discounting and capitalizing conventions. CAPITALIZATION FORMULA Putting the capitalization concept into a formula, we have: (Formula 4.1) PV ¼ where: NCF1 c PV ¼ Present value NCF1 ¼ Net cash flow expected in the first period immediately following the valuation date c ¼ Capitalization rate Example: Valuing a Preferred Stock A simple example of applying Formula 4.1 uses a preferred stock for which a risk rating has been estimated. Let us make five assumptions: 1. The preferred stock pays a dividend of $5 per share per year. 2. The preferred stock is issued in perpetuity and is not callable. 3. It pays dividends once a year, at the end of the year. (This, of course, is a simplifying assumption. Some privately owned preferred stocks pay dividends only annually, but most publicly traded preferred stocks pay dividends quarterly.) 4. As of the valuation date, the market yield for preferred stocks of the same risk rating as the subject preferred stock is 10% per annum. (We also must assume comparable rights, such as voting, liquidation preference, redemption, conversion, participation, cumulative dividends, etc.) 5. There is no prospect of liquidation. Note that the par value of the preferred stock is irrelevant, since the preferred stock is issued in perpetuity and there is no prospect of liquidation. The entire cash flow an investor can expect to receive over the life of the investment (perpetuity in this case) is the $5 annual per share dividend. E1C04 08/07/2010 Page 28 28 COST OF CAPITAL BASICS Substituting numbers derived from the preceding assumptions into Formula 4.1 produces: (Formula 4.2) $5:00 0:10 ¼ $50:00 PV ¼ In this example, the estimated fair market value of the subject preferred stock is $50 per share. That is the amount a willing buyer would expect to pay and a willing seller would expect to receive (before considering any transaction costs). FUNCTIONAL RELATIONSHIP BETWEEN DISCOUNT RATE AND CAPITALIZATION RATE The preceding example presented the simplest possible scenario in which to apply the cost of capital using the capitalization method: a fixed cash flow stream into perpetuity. This is the one unique situation in which the discount rate (cost of capital) equals the capitalization rate. The discount rate equals the capitalization rate because no change (no increase, commonly termed growth, or decline) in the investor’s cash flow is expected. Few real-world investments are that simple. Investors often are expecting some level of growth over time in the cash flows available to pay dividends or distributions. Even if unit volume is expected to remain constant (i.e., no real growth), investors still might expect cash flows to grow at a rate approximating expected inflation. If the expected growth in cash flows for the investment is stable and sustainable over a long period of time, then the discount rate (cost of capital) can reasonably be converted to a capitalization rate. The capitalization rate is a function of the discount rate. This raises the obvious question: What is the functional relationship between the discount rate and the capitalization rate? Assuming stable long-term growth in cash flows from the subject investment, the capitalization rate equals the discount rate minus the expected long-term growth rate. This functional relationship can be stated as: (Formula 4.3) c¼kg where: c ¼ Capitalization rate k ¼ Discount rate (cost of capital) for the subject investment g ¼ Expected long-term sustainable growth rate in the cash flow from the subject investment The critical assumption in this formula is that the expected rate of increase (growth) in the cash flow from the investment is relatively constant over the long term (technically into perpetuity). E1C04 08/07/2010 Page 29 29 Discounting versus Capitalizing Caveat: As explained in Chapter 3, in estimating the net cash flow of a business to capitalize, we subtract from net income investments such as capital expenditures and additional net working capital needed to realize the projected future revenues and expenses of the existing business (i.e., we are matching the projected capital expenditure and net working capital investments with the projected revenues and expenses). In this formulation, we are valuing the existing business as of a specific date. While we are not valuing currently unknown investments that may be made in future years from investing these net cash flows in new business ventures, the underlying assumption inherent in the methodology is that any retained net cash flow is reinvested at the cost of capital. This is further explained with an example in Chapter 34. Now we know two essential things about using the cost of capital to estimate present value using the capitalization method for a business, assuming relatively stable long-term growth in the net cash flow: 1. Present value equals the next period’s expected net cash flow divided by the capitalization rate. 2. The net cash flow capitalization rate is the discount rate (cost of capital) minus the expected long-term rate of growth in the net cash flow. (Technically, growth in this context means into perpetuity. However, after 15 or 20 years, the remaining rate of growth has minimal impact on the present value, due to very small present value factors of more distant future years.) The growth in net cash flow is sustainable because one has subtracted the investments needed to realize the expected revenues and expenses. We can combine these two relationships into a single formula as: (Formula 4.4) PV ¼ where: NCF1 kg PV ¼ Present value NCF1 ¼ Net cash flow expected in period 1, the period immediately following the valuation date k ¼ Discount rate (cost of capital) g ¼ Expected long-term growth rate in net cash flow A simple example of substituting numbers into Formula 4.4 is an equity investment with a constant expected growth in net cash flow. Let us make three assumptions: 1. The net cash flow in period 1 is expected to be $100. 2. The cost of capital (i.e., the market-required total return or the discount rate) for this investment is estimated to be 13%. 3. The sustainable rate of long-term growth in net cash flow from year 1 to perpetuity is expected to be 3%. E1C04 08/07/2010 Page 30 30 COST OF CAPITAL BASICS Substituting numbers from the preceding assumptions into Formula 4.4 gives us: (Formula 4.5) $100 0:13 0:03 $100 ¼ 0:10 ¼ $1; 000 PV ¼ In this example, the estimated value of the investment in the business is $1,000. MAJOR DIFFERENCE BETWEEN DISCOUNTING AND CAPITALIZING From the preceding discussion, we can now deduce a critical insight: The difference between discounting and capitalizing is in how we reflect changes over time in expected future cash flows. In discounting: Each future change in cash flow is estimated specifically and included in the numerator. In capitalizing: Estimates of rates of changes in future cash flows are averaged into one annually compounded growth rate, which is then subtracted from the discount rate in the denominator. If we assume that there really is a constant compounded growth rate in cash flow from the investment into perpetuity, then it is a mathematical truism that the discounting method and the capitalizing method will produce identical values. (See the section in this chapter titled ‘‘Equivalency of Discounting and Capitalizing Models’’ for an illustration of how this equality works.) CONSTANT GROWTH OR GORDON GROWTH MODEL One frequently encountered minor modification to Formulas 4.4 and 4.5 is to use as the ‘‘base period’’ the period just completed prior to the valuation date, instead of the next period’s estimate. The assumption is that net cash flows will grow evenly into perpetuity from the period immediately preceding the valuation date. This constant growth capitalization formula, commonly known as the Gordon Growth Model (named for Professor Myron Gordon, who popularized this formulation1), as applied to the net cash flow is as follows: (Formula 4.6) PV ¼ where: 1 NCF0 ð1 þ gÞ kg PV ¼ Present value NCF0 ¼ Net cash flow in period 0, the period immediately preceding the valuation date Myron J. Gordon, The Investment, Financing, and Valuation of the Corporation (Homewood, IL: R. D. Irwin, 1962). E1C04 08/07/2010 Page 31 31 Discounting versus Capitalizing k ¼ Discount rate (cost of capital) g ¼ Expected sustainable long-term growth rate in net cash flow Note that for this model to make economic sense, NCF0 must represent a normalized amount of net cash flow from the investment for the previous year, from which a steady rate of growth is expected to proceed. Therefore, NCF0 need not be the actual net cash flow for period 0 but may reflect certain normalization adjustments, such as elimination of the effect of one or more nonrecurring factors. In fact, if NCF0 is the actual net cash flow for period 0, the valuation analyst must take reasonable steps to be satisfied that NCF0 is indeed the most reasonable base from which to start the expected growth embedded in the growth rate. Any valuation report prepared should state the steps taken and the assumptions made in concluding that last year’s actual results are the most reasonable base for expected net cash flow growth. Mechanistic acceptance of recent results as representative of future expectations is one of the most common errors in implementing the capitalization method of valuation. For a simple example of the use of Formula 4.6, accept all assumptions in the previous example, with the exception that the $100 net cash flow expected in period 1 is instead the normalized base cash flow for period 0. (The $100 is for the period just ended, rather than the expectation for the period just starting.) Substituting the numbers with these assumptions into Formula 4.6 produces: (Formula 4.7) $100ð1 þ 0:03Þ 0:13 0:03 $103 ¼ 0:10 ¼ $1;030 PV ¼ In this example, the estimated value of the investment is $1,030. The relationship between this and the previous example is simple and straightforward. We moved the receipt of the $100 back in time by one period, and the value of the investment was increased by 3%, the growth rate. In a constant growth capitalization model, even assuming that all of the net cash flows are distributed, the value of the investment grows at the same rate as the rate of growth of the cash flows. The reason is that, in defining net cash flow (as we did in the previous chapter), we have already subtracted the amount of capital expenditures and additions to net working capital necessary to sustain the projected growth. The investor in this example thus earns a total rate of return of 13%: 10% current return (the capitalization rate) plus 3% annually compounded growth in the value of the investment. COMBINING DISCOUNTING AND CAPITALIZING (TWO-STAGE MODEL) For many investments, even given an accurate estimate of the cost of capital, there are practical problems with either pure discounting or pure capitalizing methods of valuing expected net cash flows. E1C04 08/07/2010 Page 32 32 & & COST OF CAPITAL BASICS Problem with discounting. There are few equity investments for which returns for each specific incremental period can be projected with accuracy many years into the future. Problem with capitalizing. For most equity investments, it is not reasonable to expect a constant growth rate into perpetuity from either the year preceding or the year following the valuation date. This dilemma typically is dealt with by combining the discounting method and the capitalizing method into a two-stage model. The idea is to project discrete cash flows for some number of periods into the future and then to project a steady growth model starting at the end of the discrete projection period. Each period’s expected discrete cash flow is discounted to a present value, and the capitalized value of the projected cash flows following the end of the discrete projection period is also discounted back to a present value. The sum of the present values is the total present value. The capitalized value of the projected cash flows following the discrete projection period is called the terminal value or residual value. The preceding narrative explanation of a two-stage model is summarized in seven steps: Step 1: Determine a reasonable length of time for which discrete projections of net cash flows can be made. Step 2: Estimate specific expected net cash flows for each of the discrete projection periods. Step 3: Estimate a sustainable long-term rate of growth in net cash flows from the end of the discrete projection period forward. Step 4: Use the constant growth model (Gordon Growth Model) (Formula 4.6) to estimate the future value as of the end of the discrete projection period (commonly referred to as the terminal or residual value). Step 5: Discount each of the discrete net cash flows back to their present value at the discount rate (cost of capital) for the number of periods until it is projected to be received. Step 6: Discount the terminal value (estimated in step 4) back to a present value for the number of periods in the discrete projection period (the same number of periods as the last discrete net cash flow). Step 7: Sum the value derived from steps 5 and 6. These steps can be summarized by the next formula, which assumes that net cash flows are received at the end of each year: (Formula 4.8) NCF1 NCF2 NCFn þ þ þ þ PV ¼ 2 ð1 þ kÞ ð1 þ kÞ ð1 þ kÞn NCFn ð1 þ gÞ kg ð1 þ kÞn E1C04 08/07/2010 Page 33 33 Discounting versus Capitalizing where: NCF1 . . . NCFn ¼ Net cash flow expected in each of the periods 1 through n, n being the last period of the discrete net cash flow projections k ¼ Discount rate (cost of capital) g ¼ Expected sustainable long-term growth rate in net cash flow, starting with the last period of the discrete projections as the base year The discrete projection period in the two-stage model depends on how many years or periods there will be variable change in net cash flows. The residual period begins whenever the net cash flows begin growing at a constant growth rate. Having said this, it is not uncommon for the discrete periods to be as few as 3 years or as many as 10 years, while for cyclical businesses, the discrete period commonly corresponds to the number of years or periods until the point is reached where the net cash flow represents an average base net cash flow expected over an entire business cycle. For simplicity in applying Formula 4.8, we will just use a three-year discrete projection period. Let us make three assumptions: 1. Expected net cash flows for years 1, 2, and 3 are $100, $120, and $140, respectively. 2. Beyond year 3, based on the business’s performance and industry and overall economic expectations, 5% average growth in net cash flow appears to be a reasonable estimate of sustainable long-term growth. 3. The cost of capital for this investment is estimated to be 12%. Substituting numbers derived from these assumptions into Formula 4.8 produces: (Formula 4.9) $100 $120 $140 þ þ þ PV ¼ ð1 þ 0:12Þ ð1 þ 0:12Þ2 ð1 þ 0:12Þ3 $140ð1 þ 0:05Þ 0:12 0:05 ð1 þ 0:12Þ3 $147 $100 $120 $140 ¼ þ þ þ 0:07 1:12 1:2544 1:4049 1:4049 ¼ $89:30 þ $95:66 þ $99:65 þ $2; 100 1:4049 ¼ $89:30 þ $95:66 þ $99:65 þ $1; 494:77 ¼ $1; 779:38 Thus, the estimated value of this investment is $1,779. As in Chapter 2, the preceding formula is often presented in terms of present value factors (multipliers). In this case, the preceding would be presented as follows: E1C04 08/07/2010 Page 34 34 Period 1 2 3 Terminal Value COST OF CAPITAL BASICS Cash Flow $100 120 140 2,100 Factor Multiplier .8929 .7972 .7118 .7118 Present Value ¼ ¼ ¼ ¼ $89.29 95.66 99.65 1,494.78 $1,779.38 A common error is to discount the terminal value for n + 1 periods instead of n periods. The assumption we have made is that the nth period net cash flow is received at the end of the nth period, and the terminal value is the amount for which we estimate we could sell the investment as of the end of the nth period. The end of one period and the beginning of the next period are the same moment in time, so they must be discounted for the same number of periods. Note that, in the preceding example, the terminal value represents 84% of the total present value ($1,495 $1,779 = 0.84). The analyst should always keep in mind two relationships when using cost of capital in a two-stage model for valuation: 1. The shorter the discrete projection period, the greater the impact of the terminal value on the total present value. The length of the discrete projection period should be the number of periods until the business is expected to reach a steady state, that is, until the business is expected to reach a normalized level of net cash flow that it can grow at a more or less constant percentage rate over a long period of time. There is no fixed number of years for the discrete projection period. There is no ‘‘magic’’ in using 5 years or 10 years for the discrete projection period. 2. The closer the estimated growth rate is to the cost of capital, the more sensitive the model is to changes in assumptions regarding the growth rate. (This is true for the straight capitalization model as well as the two-stage model.) Of course, if the assumed growth rate exceeds the cost of capital, the capitalization rate is negative and the model is useless. In some cases, the terminal value may not be a perpetuity model. For example, you might assume liquidation at that point, and the terminal value in that case would be a salvage value. For example, the license to operate the business may have a finite life at which the operating business is liquidated. Some practitioners use a market multiple, such as the industry average multiple of earnings before interest, income taxes, depreciation, and amortization (EBITDA) to estimate a terminal value. We believe that use of a market-derived multiple for calculation of the terminal value is not appropriate as it mixes elements of the market and income approaches and does not represent a true income approach. In addition to mixing valuation approaches, it is not clear that a current average industry multiple reflects a long-term estimate of growth consistent with the sustainable long-term growth rate in net cash flows. If the growth rate embedded in the multiple is inconsistent, utilizing this method will either overvalue or undervalue the business. As an example, current multiples in an industry in a rapid growth phase would probably include rates of growth for E1C04 08/07/2010 Page 35 35 Discounting versus Capitalizing a period of years in excess of sustainable long-term growth for the industry upon maturity. EQUIVALENCY OF DISCOUNTING AND CAPITALIZING MODELS If certain assumptions are met, the discounting and capitalizing methods of using the cost of capital will produce identical estimates of present value. Let us test this on the example used in Formula 4.5. Recall that we assumed net cash flow in period 1 of $100, growing into perpetuity at 3%. The cost of capital (discount rate) was 13%, so we subtracted the growth rate of 3% to get a capitalization rate of 10%. Capitalizing the $100 (period 1 expected net cash flow) at 10% gave us an estimated present value of $1,000 ($100 0.10 = $1,000). Let us take these same assumptions and put them into a discounting model. For simplicity, we will use only three periods for the discrete projection period, but it would not make any difference how many discrete projection periods we used. (Formula 4.10) $100ð1:03Þ3 $100 $100ð1:03Þ $100ð1:03Þ þ þ þ 0:13 0:03 ð1 þ 0:13Þ ð1 þ 0:13Þ2 ð1 þ 0:13Þ3 ð1:13Þ3 $109:27 $100 $103 $106:09 þ þ þ 0:10 1:13 1:2769 1:4429 1:4429 $1092:73 $88:50 þ $80:66 þ $75:53 þ 1:4429 $88:50 þ $80:66 þ $73:53 þ $757:31 $1;000 2 PV ¼ ¼ ¼ ¼ ¼ This example, showing the equivalency of using the cost of capital in either the discounting or the capitalizing model, when certain key assumptions are met, demonstrates the point that capitalizing is really just a shorthand form of discounting. Capitalization is often used when one believes that the current sustainable net cash flow will grow at an average growth rate in the future or when one does not have sufficient information to implement a discounting model but nevertheless feels comfortable that capitalizing a single year’s net cash flow will provide meaningful valuation results. Nevertheless, when using a capitalization of net cash flow model, the analyst should consider whether the present value of net cash flows would be the same if a full discounting model were used. If not, it may be propitious to review and possibly adjust certain assumptions. If the discounting and capitalization of net cash flow models produce different answers using the same cost of capital and the same inputs, there may be some kind of an internal inconsistency. Caveat: We have seen instances where analysts have used both a discounted cash flow method and the single-year capitalization of net cash flow method in the same valuation analysis and then weighed the two results in the reconciliation of value. This is not correct. In developing an income approach, the analyst should E1C04 08/07/2010 Page 36 36 COST OF CAPITAL BASICS determine whether a multiperiod discounted cash flow is needed or whether the abridged single-year capitalization method will suffice. MIDYEAR CONVENTION In our previous examples, we have assumed that net cash flows are received by investors at the end of each period. Even if a company realizes cash flows throughout the year, this is a reasonable assumption in those cases in which investors receive either contractual distributions or after an assessment by company management that sufficient funds are available to make an end-of-period distribution to investors. For many businesses or investments, however, it may be more reasonable to assume that the cash flows are distributed more or less evenly throughout the year. For example, many businesses make quarterly distributions. To accommodate this latter assumption, we can modify our formulas for what we call the midyear convention. Midyear Discounting Convention The formula for midyear discounting requires a simple modification to Formula 2.1 (discounting) to what we call the midyear discounting convention. We merely subtract a half year from the exponent in the denominator of the equation. Formula 2.1, the discounting equation, now becomes: (Formula 4.11) PV ¼ NCF1 ð1 þ kÞ 0:5 þ NCF2 1:5 ð1 þ kÞ þ þ NCFn ð1 þ kÞn0:5 Midyear Capitalization Convention Similarly, we can make a modification to the capitalization formula to reflect the receipt of net cash flows more or less uniformly throughout the year. The modification to Formula 4.4, the capitalization formula, is handled by accelerating the returns by a half year in the numerator:2 (Formula 4.12) PV ¼ NCF1 ð1 þ kÞ0:5 kg Formula 4.12 is a mathematical equivalent of Formula 4.13. 2 Proof of the accuracy of this method was presented in Todd A. Kaltman, ‘‘Capitalization Using a Mid-Year Convention,’’ Business Valuation Review (December 1995): 178–182. Also see Michael Dobner, ‘‘Mid-Year Discounting and Seasonality Factors,’’ Business Valuation Review (March 2002): 16–18; and Jay B. Abrams and R. K. Hiatt, ‘‘The Bias in Annual (Versus Monthly) Discounting Is Immaterial,’’ Business Valuation Review (September 2003): 127–135. E1C04 08/07/2010 Page 37 37 Discounting versus Capitalizing (Formula 4.13) NCFn ð1 þ gÞð1 þ kÞ0:5 NCF1 NCF2 NCFn kg þ þ þ þ PV ¼ n 0:5 1:5 n0:5 ð 1 þ kÞ ð1 þ kÞ ð1 þ kÞ ð1 þ kÞ Midyear Convention in the Two-Stage Model Combining discrete period discounting and capitalized terminal value into a twostage model as shown in Formula 4.8, the midyear convention two-stage equation becomes: (Formula 4.14) NCFn ð1 þ gÞ kg PV ¼ þ þ þ þ 0:5 1:5 n0:5 ð1 þ kÞn0:5 ð1 þ kÞ ð1 þ kÞ ð1 þ kÞ NCF1 NCF2 NCFn Using the same assumptions as in Formula 4.9 (where the value using the yearend convention was $1,779) and using Formula 4.13, we get Formula 4.15: (Formula 4.15) $140ð1 þ 0:05Þð1 þ 0:12Þ0:5 $100 $120 $140 0:12 0:05 PV ¼ þ þ þ 0:5 1:5 ð1 þ 0:12Þ ð1 þ 0:12Þ ð1 þ 0:12Þ2:5 ð1 þ 0:12Þ3 $155:57 $100 $120 $140 þ þ þ 0:07 ¼ 1:0583 1:1853 1:3275 1:4049 $2;222:43 ¼ $94:49 þ $101:24 þ $105:46 þ 1:4049 ¼ $94:49 þ $101:24 þ $105:46 þ $1;581:91 ¼ $1;883 In this case, using the midyear convention increased the value by $104ð$1; 883 $1;779 ¼ $104Þ or 5:8%ð$104 $1; 779 ¼ 0:058Þ. An alternative version of the terminal value factor in the two-stage model actually is equivalent to that used in the preceding formula. Instead of using the modified capitalization equation in the numerator of the terminal value factor, the normal terminal value capitalization equation is used, and the terminal value is discounted by n 0.5 years instead of n years. Repeating Formula 4.14, we have: (Formula 4.16) NCFn ð1 þ gÞ kg þ þ þ þ PV ¼ 0:5 1:5 n0:5 ð1 þ kÞ ð1 þ kÞ ð1 þ kÞ ð1 þ kÞn0:5 NCF1 NCF2 NCFn E1C04 08/07/2010 Page 38 38 COST OF CAPITAL BASICS Using the same numbers as in Formula 4.15, this works out to: (Formula 4.17) $140ð1 þ 0:05Þ þ þ þ 0:12 0:05 PV ¼ ð1 þ 0:12Þ0:5 ð1 þ 0:12Þ1:5 ð1 þ 0:12Þ2:5 ð1 þ 0:12Þ2:5 $100 ¼ $120 $140 $147 $100 $120 $140 þ þ þ 0:07 1:0583 1:1853 1:3275 1:3275 ¼ $94:49 þ $101:24 þ $105:46 þ $2;100 1:3275 ¼ $94:49 þ $101:24 þ $105:46 þ $1;581:92 ¼ $1;883 (Any difference is due to rounding.) Note that using the midyear convention will always produce a greater value when the annual projected net cash flows are the same (and positive), because of the time value of money. The assumption underlying the midyear convention is that investors receive the net cash flows earlier than is the case under the year-end convention. A quick way to handle the midyear convention is simply to multiply the value without midyear discounting byð1 þ kÞ0:5 . Seasonal Businesses The midyear convention formulas can be modified for seasonal businesses. For example, assume that you analyze monthly income and cash flows and determine that springtime is the period that best represents the weighted average receipt of the monthly net cash flows during the year. You can substitute n = 0.3 for n = 0.5 in the midyear convention formula. The important point is that you need to understand the timing of the net cash flows through the year before adopting any convention— annual, midyear, or other. MATCHING PROJECTION PERIODS TO FINANCIAL STATEMENTS: PARTIAL FIRST YEAR Often our valuation date is not at the beginning of a fiscal (financial reporting) year; rather, the valuation date is in the middle of the fiscal year. For presentation purposes, it is often helpful to match the projection periods to the financial statement fiscal years. For example, the company may assemble long-range plans. Those projections typically match the periods included in future financial statement fiscal years. We can adapt the principles of midyear discounting to this special case. It is helpful to present the projection periods in terms of timelines. E1C04 08/07/2010 Page 39 39 Discounting versus Capitalizing Exhibit 4.1 presents the timeline of net cash projections valued in Formula 4.8 (net cash flows assumed to be realized at the end of each of the future years). 0 Year 1 2 3 4 ^ ^ ^ ^ EXHIBIT 4.1 Timeline of Net Cash Flows Equivalent to Formula 4.8 where: 0 ¼ Valuation Date ^ ¼ Point in year where net cash flows assumed to be realized Exhibit 4.2 presents the timeline of net cash flow projections valued in Formula 4.13 (net cash flows assumed to be realized at the midpoint of each of the future years or uniformly during those future years). Year 1 0 ^ 2 ^ 3 4 ^ ^ EXHIBIT 4.2 Timeline of Net Cash Flows Equivalent to Formula 4.13 where: 0 ¼ Valuation Date ^ ¼ Point in year where net cash flows assumed to be realized Now assume, for example, that the valuation date is at the end of the fifth month of the current financial reporting year and that net cash flow projections are similarly assumed to be realized at the midpoint of each of the future periods. For the remaining ‘‘partial period’’ (matching the remainder of the current financial reporting year), the net cash flows are expected to be realized 3½ months after the valuation date, the net cash flows in the first full year following the partial period are expected to be realized 13 months (midpoint of 7 remaining months of the remaining financial statement fiscal year plus 6 months into the first full year thereafter) after the valuation date, the net cash flows in the second full year are expected to be realized 25 months after the valuation date, and each subsequent year’s net cash flows are expected to be realized 12 months thereafter. Exhibit 4.3 presents the timeline of net cash flows expected in this example. Partial Full Year Year 1 0 ^ ^ 2 ^ 3 ^ 4 ^ EXHIBIT 4.3 Timeline of Net Cash Flows Equivalent to Formula 4.16 where: 0 ¼ Valuation Date ^ ¼ Point in year where net cash flows assumed to be realized Formula 4.18, a variation of Formula 4.14, displays the calculation of the present value of net cash flows where the first projection period is a partial year. E1C04 08/07/2010 Page 40 40 COST OF CAPITAL BASICS (Formula 4.18) PV ¼ ðNCF1 pyÞ py ð1 þ kÞ 2 þ NCF2 ð1 þ kÞpyþ0:5 þ þ NCFn ð1 þ kÞpyþðn0:5Þ þ NCFn ð1 þ gÞ ðk gÞ ð1 þ kÞpyþðn0:5Þ where: py ¼ months of partial first year expressed as a decimal 7 In the example, the partial year represents 12 ¼ 0:5833 of the first year, and the partial year factor for the present value of the net cash flows in the partial first year Þ ¼ 0:2917. That is, the first-period net cash flows are expected to be equals ð70:5 12 received 0.2917 of a year following the valuation date (3.5 months following the valuation date). The exponent for the present value of the net cash flows expected during the first full year following the valuation date equals (0.5833 + 0.5) = 1.0833. That is, the net cash flows are expected to be received 0.5 years after the end of the partial first year (7 months). Applying Formula 4.18 using the same assumptions as in Formula 4.15 except for the partial first year, we get: (Formula 4.19) 7 $100 $120 $140 12 PV ¼ þ þ 7 7 0:2917 þ0:5 12 ð1 þ 0:12Þ ð1 þ 0:12Þ ð1 þ 0:12Þ 12þð20:5Þ þ ¼ $140ð1 þ 0:05Þ ð0:12 0:05Þ ð1 þ 0:12Þ 12þð20:5Þ 7 $58:33 $120 $140 $2; 100 þ þ þ 1:083 2:083 1:034 ð1 þ 0:12Þ ð1 þ 0:12Þ ð1 þ 0:12Þ2:083 $120 $140 $2;100 þ þ 1:131 1:266 1:266 ¼ $56:41 þ $106:14 þ $110:56 þ $1;658:43 ¼ $56:41 þ ¼ $1;931:55 EQUIVALENCY OF CAPITALIZING RESIDUAL INCOME As we discussed in Chapter 3, the literature includes an alternative formulation of the valuation of net cash flows based on residual income. The equivalent residual income valuation to Formula 4.6 as applied to net cash flows to equity capital is: (Formula 4.20) where: PV ¼ BV 0 þ RIe;1 =ðke gÞ PV ¼ Present value BV0 ¼ Book value (net asset value) for period 0, the period immediately preceding the valuation date E1C04 08/07/2010 Page 41 41 Discounting versus Capitalizing RIe,1 ¼ Residual income to common equity capital for period 1 ke ¼ Cost of equity capital g ¼ Expected long-term sustainable growth rate in net cash flow to equity investors Exhibit 4.4 shows an example of valuation using residual earnings consistent with the example shown in Formula 4.7. Applying Formula 3.4 and assuming the ke = 13%, we get the residual income for common equity capital: (Formula 4.21) RIe;n ¼ NCIe;n ½BV n1 ke RIe;1 ¼ $127 ð$800 0:13Þ ¼ $127 $104 ¼ $23 Now applying Formula 4.20 we get: $23 ð0:13 0:03Þ ¼ $800 þ $230 ¼ $1;030 PV ¼ $800 þ This is the same result we obtained in Formula 4.7. EXHIBIT 4.4 Example of Valuation Using Residual Income to Common Equity For Company A We Have: Income Statement EBIT Interest Expense EBT Taxes NI Year 1 Growth Rate $228 16 $212 85 $127 3% 3% 3% where: EBIT ¼ Earnings before interest and taxes EBT ¼ Earnings before taxes NI ¼ Net income Balance Sheet Year 0 Year 1 Current Assets Fixed and Intangible Assets Total Assets Current Liabilities Long-Term Debt Book Value of Equity (BV) Liabilities plus Equity $ 300 900 $1,200 $ 200 200 800 $1,200 $ 309 927 $1,236 $ 206 206 824 $1,236 Growth Rate 3% 3% 3% 3% E1C04 08/07/2010 Page 42 42 COST OF CAPITAL BASICS Using the clean-surplus accounting statement, Formula 3.3, we get: (Formula 4.22) NCF1 ¼ BV 0 þ NCIe;1 BV ¼ $800 þ $127 $824 ¼ $103 where: NCF1 ¼ Net cash flow to common equity in period 1 NCIe,1 ¼ Net comprehensive income to common equity in period 1 BVn ¼ Book value of equity at time = zero (valuation date) BV1 ¼ Book value of equity at time = 1 This is the same net cash flow we capitalized in Formula 4.7. The abnormal earnings growth (AEG)–based valuation is equivalent to the residual income and net cash flows to equity capital models using consistent assumptions. Abnormal earnings growth is defined as: (Formula 4.23) AEG2 ¼ RIe;2 RIe;1 where: AEG ¼ Abnormal earnings growth RIe,n ¼ Residual income to equity The abnormal earnings growth–based valuation formula equivalent to Formula 4.6 is defined as: (Formula 4.24) PV ¼ ð1=ke Þ NCIe;1 þ AEG2 =ðke gÞ where: NCIe,1 ¼ Net comprehensive income to common equity, which includes income terms reported directly in the equity account rather than in the income statement and the variables are as defined in Formula 4.20, Formula 4.21, and Formula 4.23. Exhibit 4.5 continues the example in Exhibit 4.4 for abnormal earnings growth. EXHIBIT 4.5 Example of Valuation Using Abnormal Earnings Growth RIe;2 ¼ RIe;1 1:03 ¼ $23:69 AEG2 ¼ RIe;2 RIe;1 ¼ $23:69 $23:00 ¼ $0:69 Applying Formula 4.24 we get: E1C04 08/07/2010 Page 43 43 Discounting versus Capitalizing 1 ð$23:69 $23Þ $127 þ 0:13 ð0:13 0:03Þ 1 ½$127 þ $6:9 ¼ 0:13 1 ¼ ½$133:9 0:13 ¼ $1;030 PV ¼ This is the same result as we obtained in Formula 4.7. We can reconcile the two-stage model of valuation using net cash flows to equity and the capitalization and discounting of net cash flows to invested capital, as well as the comparable residual income and abnormal earnings models.3 Why would we use the residual income model? This formulation causes the analyst to focus on the amount of capital invested (net assets) and the return on that investment. It highlights whether the business is earning returns in excess of its cost of capital. It also ties the valuation to the financial statements and treats investments (use of cash) instead of simply reductions of net cash flow. Finally, it most often results in more of the value being attributed to the existing investments (net assets) than to the terminal or residual value. Although some may criticize the approach because it appears to place too much relevance on the accuracy of the balance sheet and the net asset amount, the residual income will be reduced if the carrying amounts of net assets overstate their values, reducing the present value of residual income. The indicated value resulting from application of the residual income model will always be equivalent to a dividend discount valuation and a discounted cash flow (DCF) valuation if we could forecast dividends and net cash flows for very long (infinite) horizons, or if we could get the correct (but different) growth rates for each model. However, in separating what we know from speculation, this model breaks down the components of the valuation differently. We now have a component (1), the book value, which we observe in the present. If mark-to-market accounting is applied, the book value gives the complete valuation, as in the case of an investment fund where one trades at net asset (book) value. More generally, book value is not sufficient, so one adds forecasts of residual income for the near term, component (2), and speculation about the long term, component (3), to estimate the difference between indicated value and book value.4 The cost of equity capital and the overall cost of capital are the same, whether we are using the present value of net cash flow or the residual income formulation of valuation. 3 Ronald S. Longhofer, ‘‘The Residual Income Method of Business Valuation,’’ Business Valuation Review (June 2005): 65–70. 4 Stephen H. Penman, ‘‘Handling Valuation Models,’’ Journal of Applied Corporate Finance (Spring 2006): 51. E1C04 08/07/2010 Page 44 44 COST OF CAPITAL BASICS SUMMARY This chapter presented the mechanics of discounting and capitalizing and has defined the difference between a discount rate and a capitalization rate. Capitalizing is merely a short-form version of discounting. The essential difference between the discounting method and the capitalizing method is how changes in expected net cash flows over time are reflected in the respective formulas. All things being equal, the discounting method and the capitalizing method will yield identical results. This is a mathematical truism if the long-term growth rate in net cash flows is the same each period. In reality, the analyst must determine which net cash flow model is most appropriate to use: either the multiyear DCF model or the single-year capitalization of net cash flow model. Because many businesses are likely to expect near-term changes in levels of their returns that are not expected to be representative of longer-term expectations, many analysts use a combination of discounting and capitalizing for valuation. Many analysts apply the discounting and capitalization formulas that reflect the implicit assumption that investors will realize their net cash flows at the end of each year. This assumption often does match the average timing of the investors’ realization of net cash flows. If it is assumed that investors will receive cash flows more or less evenly throughout the year, the formulas can be modified by the midyear convention or, for seasonal companies, an appropriate variant of the midyear convention. In estimating the net cash flows to discount to present value, we deduct cash outflows such as capital expenditures and additional net working capital needed to realize the projected future revenues and expenses of the existing business investment (i.e., we are matching the projected capital expenditure and net working capital investments with the projected revenues and expenses). In this formulation, we are valuing the existing business. Although we are not valuing currently unknown investments that may be made in future years from investing these net cash flows in new business ventures, the underlying assumption inherent in the methodology is that any net cash flow retained is reinvested at the cost of capital. This is further explained with an example in Chapter 34. We also discussed valuation using residual income and concluded that, assuming we have consistent assumptions, the residual income method of valuation will yield the same result as the net cash flow methods of valuation. E1C05 07/27/2010 Page 45 CHAPTER 5 Relationship between Risk and the Cost of Capital Introduction Defining Risk How Risk Affects the Cost of Capital Valuation of Risky Net Cash Flows Risk Aversion versus Risk Neutrality Market Returns Increase as Risk Increases by Asset Class FASB’s Concepts Statement No. 7: Cash Flows and Present Value Discount Rates Types of Risk Maturity Risk Market Risk Unique Risk Liquidity and Marketability Risk Measuring Riskiness of Net Cash Flows Summary INTRODUCTION The cost of capital for any given investment is a combination of two basic factors: 1. A risk-free rate. By ‘‘risk-free rate,’’ we mean a rate of return that is available in the market on an investment that is free of default risk, usually the yield to maturity on a U.S. government security. It is a ‘‘nominal’’ rate (i.e., it includes expected inflation). 2. A premium for risk. This is an expected amount of return over and above the risk-free rate to compensate the investor for accepting risk (e.g., risk of amount and timing of net cash flows, and liquidity of the asset). 45 E1C05 07/27/2010 Page 46 46 COST OF CAPITAL BASICS The generalized cost of capital relationship is: (Formula 5.1) EðRi Þ ¼ Rf þ RPi where: E(Ri) ¼ Expected return of asset i Rf ¼ Risk-free rate RP ¼ Risk premium for asset i Quantifying the amount by which risk affects the cost of capital for any particular business or investment is arguably one of the most difficult analyses in the field of corporate finance, including valuation and capital budgeting. Estimating the cost of capital is first and foremost an exercise in pricing risk. DEFINING RISK Probably the most widely accepted definition of risk in the context of business valuation is the degree of uncertainty (or lack thereof) of achieving future expectations at the times and in the amounts expected.1 The definition implies uncertainty as to both the amounts and the timing of expected economic income. By expected economic income, in a technical sense, we mean the expected value (i.e., mean or average) of the probability distribution of possible economic income for each forecast period. This concept was explained in Chapter 3 in the discussion of net cash flow. The point to understand here is that the uncertainty encompasses the full distribution of possible economic income for each period both above and below the expected value. Inasmuch as uncertainty is most often based on the judgment of the individual investor, we cannot measure the risk directly. Consequently, participants in the financial markets have developed ways of measuring factors that investors normally would consider in their effort to incorporate risk into their required rate of return. Throughout this book, we equate risk with uncertainty, consistent with most related literature. However, some analysts make a useful distinction between the two terms. That is, ‘‘risk’’ is present where the parameters of uncertainty are defined (i.e., when the generating function is known with certainty), as in a coin toss (e.g., if forecasters all agree that recession will occur next year, then the subject business’s net cash flows will still vary, but within the forecast of recession). ‘‘Uncertainty beyond risk’’ occurs when analysts have the possibility of an infinite number of subjective inputs (e.g., wide divergence of opinion among forecasters as to whether there will be a recession next year).2 No matter how many probability distributions or Monte Carlo simulations are used to create a financial forecast, all risk cannot be eliminated. Therefore, projected net cash flows cannot be discounted at the risk-free rate. 1 David Laro and Shannon P. Pratt, Business Valuation and Federal Taxes: Procedure, Law, and Perspective, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2010), Chapter 12. 2 Evan W. Anderson, Eric Ghysels, and Jennifer L. Juergens, ‘‘The Impact of Risk and Uncertainty on Expected Returns,’’ Working paper, June 22, 2009. Available at http://ssrn.com/ abstract=890621. E1C05 07/27/2010 Page 47 47 Relationship between Risk and the Cost of Capital HOW RISK AFFECTS THE COST OF CAPITAL The cost of capital for any given investment is a combination of two basic factors: a risk-free rate, Rf, and a premium for risk, RP. As the market’s perception of the degree of risk of an investment increases, the risk premium, RP, increases so that the rate of return that the market requires (the discount rate) increases for a given set of expected cash flows. The greater the market’s required rate of return, the lower the present value of the investment, and the lower the market’s required rate of return, the greater the present value of the investment. Risk is a major concern of investors. The risk-free rate compensates investors for renting out their money (i.e., for delaying consumption over some future time period and receiving back currency with less purchasing power in the future). This component of the cost of capital is readily observable in the marketplace and generally differs from one investment to another only to the extent of the time horizon (maturity) selected for measurement of the risk-free rate. The risk premium results from the uncertainty of expected returns and varies widely from one prospective capital investment to another. We could say that the market abhors uncertainty and consequently requires a high rate of return to accept uncertainty. Since uncertainty as to timing and amounts of future net cash flow is greatest for equity investors, the high risk requires equity as a class of capital to have the greatest cost of capital. Valuation of Risky Net Cash Flows In Chapter 3, we discussed measuring future net cash flows in terms of the mean of expected net cash flows, and in Chapter 4, we discussed the valuation processes of discounting and capitalization. Combining the concepts, we can better understand the valuation process under conditions of risk. For example, Exhibit 5.1 represents the valuation process for a series of expected net cash flows over the life of an assumed five-year business project. n=0 n= 1 n= 2 n=3 n=4 n=5 PV1 PV2 PV3 PV4 PV5 PVTotal EXHIBIT 5.1 Valuation of Increasingly Risky Net Cash Flows with Symmetrical Distributions E1C05 07/27/2010 Page 48 48 COST OF CAPITAL BASICS In each year, the net cash flows have the potential to vary. When viewed in terms of the valuation date, these possible net cash flows (distributions of net cash flows) generally can be expected to be increasingly risky (increasing variability of possible net cash flows). The goal of the valuation process is to estimate the ‘‘price the market would pay’’ for the distributions of estimated net cash flows. In terms of Exhibit 5.1, we are estimating how much the market will pay as of the valuation date for the distribution of net cash flows in periods n ¼ 1, n ¼ 2, and so on. Our task is to determine from market information how market participants price risk as of the valuation date for an investment with a comparable distribution of expected net cash flows. We need to first measure the risks and then measure the market’s pricing of those risks (i.e., what is the cost of capital for the net cash flows with comparable risk characteristics?). Exhibit 5.2 represents the same process but for a series of expected skewed distributions of net cash flows. Often net cash flows of a business reach the upper limit in any number of years because of capacity constraints, pricing limitations due to competition, and so on, making such skewed distributions of expected future net cash flows more representative of possible outcomes than symmetrical distributions. For example, a business will be limited in expanding revenues because of plant capacity constraints. Although business management can expand production by temporarily going to multishift seven-day-per-week production schedules, eventually the business will reach a practical capacity constraint. At that point, the only way to increase production is to replace machinery with more efficient machinery or to add plant capacity (square feet of plant building and equipment). There is typically a delay before a business makes that commitment and the time the added plant capacity is available to increase production. But on the downside, if orders decrease, revenues can decrease rapidly. Expenses are typically not completely variable. As revenues decrease, expenses decrease at a slower rate, resulting in rapid decreases in net cash flows. In either case, calculating a measure of central tendency (e.g., expected value) by probability-weighting the expected cash flows does not eliminate the risk of the distributions. n=0 n=1 n=2 n=3 n=4 n=5 PV1 PV2 PV3 PV4 PV5 PVTotal EXHIBIT 5.2 Valuation of Increasingly Risky Net Cash Flows with Skewed Distributions E1C05 07/27/2010 Page 49 49 Relationship between Risk and the Cost of Capital Risk Aversion versus Risk Neutrality In Chapter 3, we discussed that one should be discounting or capitalizing the statistical expected value of net cash flows. Any one year’s distribution of possible net cash flows can be thought of as a bundle of possible outcomes (sometimes termed contingent claims on the asset). The present value of this series of contingent claims can be depicted in the following formula: (Formula 5.2) PV ¼ n X Eðcash f lowÞ 1 ð1 þ kÞn n If investors were risk neutral, the appropriate discount rate for estimating the present value of the expected cash flows would be the risk-free rate. What is risk neutral? Assume the investor is risk neutral and that the return on the investment is expected to be received one year from the date of the investment. Assume that the possible payoff in one year equals the expected value of the cash flows. Investors would be satisfied with a payoff equal to the present value of expected cash flows calculated at the risk-free rate because the expected cash flows represent a fair bet. The investor pays an amount equal to the present value of the expected net cash flows discounted at the risk-free rate (which takes into account the time-value of money for the one-year period of the investment), and the investor receives the opportunity to realize one of the possibilities of net cash outcomes. The expected payoff is exactly equal to the possible net cash flow outcome multiplied by the probability that the net cash flow outcome will occur. But investors are not risk neutral; in the literature, investors are generally assumed to be risk averse. Risk aversion is equivalent to paying more attention to unpleasant outcomes, relative to their actual probability of occurrence. Generally, investors are more concerned about losing an amount of money than about the possibility of making the same amount of money. Exhibit 5.3 helps explain the concept of risk aversion. Scenario A represents the expected net cash flow from a risk-free investment. Assume that the investor could buy the investment today and be guaranteed $1,000 in one year. The expected net cash flow equals $1,000 in one year. An investor would be willing to pay an amount for this investment opportunity and require a return that compensates him for the time-value of money, that is, the rate of return that compensates the investor for his preference of holding money today versus one year hence (but with no risk of loss). Assuming a risk-free rate of, say, 5%, the present value of the expected net cash flow equals $952, and the market price could be expected to be approximately $952. Scenario B represents the expected cash flows from a risky investment. The expected net cash flow in one year is again equal to $1,000, but there is a chance that the net cash flows will be less than $1,000 or greater than $1,000. If the investor were risk-neutral, he would be willing to pay $952 for the fair bet to earn more than $1,000 (up to $1,500) or less than $1,000 (as little as $500). But investors are not risk neutral. They want to be compensated for the chance that they could end up with only $500. The investor would require a greater rate of return than in Scenario A because investors are risk averse and want to be compensated for the risk by a greater rate of return. Let’s assume that the market prices the investment 07/27/2010 Page 50 50 COST OF CAPITAL BASICS Probability of Occurrence Scenario A: Certain Net Cash Flow 1.2 1 0.8 0.6 0.4 0.2 0 0 500 1,000 1,500 2,000 Expected Net Cash Flow Probability of Occurrence Scenario B: Risky Net Cash Flows Probability of Occurrence E1C05 0.45 0.4 0.35 0.3 0.25 0.2 0.15 0.1 0.05 0 300 500 700 900 1,100 1,300 Expected Net Cash Flows 1,500 1,700 Scenario C: Riskier Net Cash Flows 0.45 0.4 0.35 0.3 0.25 0.2 0.15 0.1 0.05 0 –1,500 –1,000 –500 0 500 1,000 1,500 2,000 2,500 3,000 3,500 Expected Net Cash Flow EXHIBIT 5.3 Valuation of Expected Net Cash Flows with Varying Distributions opportunity in Scenario B at $870. This yields an expected rate of return equal to approximately 15%. Scenario C represents the expected net cash flows from an even riskier investment. The expected net cash flow in one year is again equal to $1,000, but there is even a greater chance that the net cash flows will be less than $1,000 or greater than $1,000. A risk-neutral investor would be willing to pay $952 for the fair bet to earn more than $1,000 (up to $3,000) or less than $1,000 (a loss of $1,000). But as E1C05 07/27/2010 Page 51 51 Relationship between Risk and the Cost of Capital investors are not risk neutral, they want to be compensated for the chance that they could end up losing $1,000. The investor would require a greater rate of return than in Scenario B because investors are risk averse and want to be compensated for the increased risk by an increased rate of return. Let’s assume that the market prices the investment opportunity in Scenario C at $770, yielding an expected rate of return equal to approximately 30%. The appropriate discount rate for discounting risky net cash flows is not a riskfree rate of return. Would the market only demand the risk-free rate of return for taking on the variability of the net cash flows? The answer is no. The market will demand compensation (added return) for accepting the risk that the actual net cash flows will differ from the expected net cash flows in future periods, and the added return will increase, depending on the amount of expected dispersion that could occur. That is, one would expect that the greater the dispersion of expected net cash flows, the greater the discount rate.3 Market Returns Increase as Risk Increases by Asset Class Because investors are risk averse, the market requires an increasing rate of return as the risk of a bad outcome increases, even if the expected net cash flow is identical in all three scenarios. How do we know the market demands and receives greater returns for taking on greater risk? If one looks across asset classes at mean returns and risk (as measured by the standard deviation of returns realized over time), one observes that greater returns seem closely related to greater risk (see Exhibit 5.4).4 In fact, if one plotted the observed relationship of risk and returns over time (as compiled in Exhibit 5.4), one observes a strong linear relationship between risk and return, which is referred to as the capital market line. The capital market line is EXHIBIT 5.4 Returns and Standard Deviation of Returns by Asset Class for 1926–2008 1926–2008 Large Company Stocks Ibbotson Small Company Stocks Mid-Cap Stocks Low-Cap Stocks Micro-Cap Stocks Ibbotson Long-Term Corporate Bonds Ibbotson Long-Term Government Bonds Treasury Bills Arithmetic Mean Returns Standard Deviation of Returns 11.7% 16.4% 13.4% 14.9% 17.7% 6.2% 6.1% 3.8% 20.6% 33.0% 24.9% 29.4% 39.2% 8.4% 9.4% 3.1% Source: Compiled from data in Stocks, Bonds, Bills, and Inflation 2009 Yearbook. Copyright # 2009 Morningstar, Inc. All rights reserved. Used with permission. 3 If one converts the expected cash flows to their certainty equivalent cash flows, the risk-free rate is the correct discount rate. See discussion on page 54. 4 William F. Sharpe, ‘‘Capital Asset Prices: A Theory of Market Equilibrium under Conditions of Risk,’’ Journal of Finance (September 1964): 425–442. Updated by Duff & Phelps. 07/27/2010 Page 52 52 COST OF CAPITAL BASICS Std. Dev / Arithmetic Mean 1926–2008 y = 0.394x + 0.025 R 2= 0.942 20.0% 18.0% 16.0% Arithmetic Mean E1C05 14.0% 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% Standard Deviation EXHIBIT 5.5 Capital Market Line—Empirical Estimate Based on Realized Returns by Asset Class defined as a line used in the capital asset pricing model that plots the rates of return for efficient portfolios, depending on the rate of return and the level of risk (standard deviation) for a particular portfolio.5 The empirical estimate of the capital market line shows the market’s pricing of portfolios of assets over the period 1926 through 2008. As the risk (standard deviation of returns) increases, the realized return increases as shown in Exhibit 5.5. FASB’S CONCEPTS STATEMENT NO. 7: CASH FLOWS AND PRESENT VALUE DISCOUNT RATES The Financial Accounting Standards Board’s Concepts Statement No. 7 (Con 7), Using Cash Flow and Present Value in Accounting Measures,6 addresses issues surrounding the use of cash flow projections and present value techniques in accounting measurement. Practitioners often read the statement especially for guidance on implementation of ASC 350, Intangibles—Goodwill and Other7. The guidance was clarified in ASC 820, Fair Value Measurements and Disclosures8, specifically in ASC 820-10-55 (Section 55, ‘‘Implementation,’’ of Subtopic 820-10). Two particular elements of Con 7 seem to generate confusion: 1. The comparisons of ‘‘traditional’’ and ‘‘expected cash flow’’ approaches to present value (and Con 7’s endorsement of the latter) [paragraphs 42–61]. 2. The use of the risk-free rate to discount expected cash flows [Appendix A and paragraphs 114–116]. This second point is probably the more confusing. 5 The capital market line is different than the security market line (SML). Con 7 now represents nonauthoritative guidance per Accounting Standards Codification Topic 105, Subtopic 10, Section 5-3. 7 Prior to the Codification, FASB Statement No. 142, Goodwill and Other Intangible Assets. 8 Prior to the Codification, FASB Statement No. 157, Fair Value Measurements. 6 E1C05 07/27/2010 Page 53 53 Relationship between Risk and the Cost of Capital Con 7 observes that when values are uncertain, accountants are trained to use ‘‘most likely’’ values or ‘‘best estimates.’’ Con 7 refers to this practice of using ‘‘most likely’’ values as the traditional method. Then it correctly points out that when probability distributions are asymmetric, the ‘‘most likely’’ cash flow is not the same as the ‘‘expected’’ cash flow (the probability-weighted mean of the distribution of all possible outcomes). Con 7 refers to the use of ‘‘expected’’ cash flows as the expected value method. In ASC 820, the FASB expanded the guidance on Con 7 to clarify that when using an expected present value technique, the adjustment for risk may be reflected in either the expected cash flows (the numerator) or in the discount rate (a riskadjusted discount rate). ‘‘Risk is an essential element in any present value technique. Therefore, a fair value measurement, using present value, should include an adjustment for risk if market participants would include one in pricing the related asset or liability.’’9 Note, though, that the risk-free rate alone is generally not the correct discount rate for either method, though it works for other present value methods, as is discussed later. Further, all of the standard finance theory for estimating risk-adjusted discount rates that are most commonly applied in a present value analysis (weighted average cost of capital [WACC], capital asset pricing model [CAPM], betas, etc.) was developed for the so-called expected value method, not for the traditional method. Applying standard finance tools to develop discount rates for ‘‘most likely’’ cash flows is flawed unless the probability distribution is symmetric. There are two alternative valid approaches to discounting uncertain future cash flows. Consistently applied, they give the same result. 1. The risk-adjusted discount rate approach adds a risk premium to the discount rate, which is then applied to expected cash flows. (Formula 5.3) PV ¼ Eðcash f lowsÞ ð1 þ kÞ where: k ¼ Risk-adjusted discount rate. Where k > risk-free rate of return (Rf). E(cash flows) ¼ Expected cash flows. In fact, this is the approach most commonly presented in finance texts as the ‘‘standard’’ present value method. Risk premia are typically estimated using a model (e.g., the build-up method or CAPM for equity; WACC for the business’s overall discount rate). 2. The certainty-equivalent approach subtracts a cash risk premium from the expected cash flows and then discounts at the risk-free rate. This appears to be what Con 7 is advocating. 9 FASB Statement No. 157, Fair Value Measurements, Appendix C: Background Information and Basis for Conclusions, par. C60. The Basis for Conclusions is, for the most part, not included in the Codification. E1C05 07/27/2010 Page 54 54 COST OF CAPITAL BASICS (Formula 5.4) PV ¼ ½Eðcash f lowsÞ cash risk premium 1 þ Rf The approach, though rarely used by practitioners, also is a present value method. The numerator is called a certainty equivalent. Here also, CAPM or other models can be used to estimate the cash risk premium. Although Con 7 does not say so explicitly, this is the approach set forth in Con 7’s Appendix A. What Con 7 calls the traditional method versus what it calls the expected value method is misleading from a finance perspective. The so-called traditional method incorporates probabilities only to the extent of noting which outcome is most likely; all other information in the probability distribution is ignored. In contrast, ‘‘expected value’’ is a probability-weighted average of all possible values the random variable can reach at a given point in time. It uses all the information in the probability distribution. Performing the probability weighting to arrive at the expected value is not by itself a sufficient treatment of risk for discounted cash flow (DCF) purposes. It is necessary but not sufficient. Neither the ‘‘most likely’’ cash flow nor the ‘‘expected’’ cash flow may be discounted at the risk-free rate without further adjustment. Expected cash flows may be discounted at a risk-adjusted discount rate, or they may be charged a cash risk premium and then discounted at the risk-free rate. The ‘‘most likely’’ cash flow should not be incorporated in a present value analysis unless the probability distribution is plausibly symmetric or unless some other accommodation is made for the other possible outcomes. How is the cash risk premium determined? Either: & & Conduct interviews with investors (e.g., ask, ‘‘What lesser amount of risk-free cash would make you indifferent between the risky gamble and the risk-free cash?’’); or It can be computed formulaically using capital market data as shown in Formula 5.5: (Formula 5.5) Eðcash f lowÞ1 ðcash risk premiumÞ1 Eðcash f lowÞ1 Certainty Equivalent1 ¼ ¼ 1 þ Rf ð1 þ k Þ 1 þ Rf Therefore, to get from the expected cash flow to its certainty equivalent, just multiply the former by the ratio [(1 + Rf)/(1 + k)], where k is a risk-adjusted discount rate that can be computed in the usual way. For example, k may be the WACC of the particular division of the business, reflecting the risk of the net cash flows. One can estimate the certainty equivalent as follows: (Formula 5.6) Eðcash f lowÞ1 1 þ Rf ¼ Certainty equivalent ð1 þ WACCÞ E1C05 07/27/2010 Page 55 Relationship between Risk and the Cost of Capital 55 Con 7 does not explain this, but it is part of widely available and accepted corporate finance theory.10 It is not controversial. It works for all the examples shown here and for broad classes of distributions. Appendix III of the Workbook and Technical Supplement expands on this brief discussion and provides examples of certainty equivalent cash flows, risk neutral payoffs (i.e., payoffs correlated to certainty equivalents) and risk neutral probabilities (i.e., probabilities correlated to certainty equivalents). One can only discount risky cash flows using a risk-free rate if the cash flows are adjusted to their certainty equivalent. TYPES OF RISK Although risk arises from many sources, this chapter addresses risk in the economic sense, as used in the conventional methods of estimating cost of capital. In this context, capital market theory divides risk into four components:11 1. 2. 3. 4. Maturity risk Market risk Unique risk Liquidity and marketability risk Maturity Risk Maturity risk (also called horizon risk or interest rate risk) is the risk that the value of the investment may increase or decrease because of changes in the general level of interest rates. The longer the term of an investment, the greater the maturity risk. For example, market prices of long-term bonds fluctuate much more in response to changes in levels of interest rates than do short-term bonds or notes. When we refer to the yields on U.S. government bonds as risk-free rates, we mean that we regard them as free from the prospect of default. We recognize that they do incorporate maturity risk: The only part of the yield that is risk-free is the income return component. That is, the interest payments promised are risk-free. But the market price or value of the bonds move up or down as interest rates move, creating capital loss or gain. Thus, there is a risk (i.e., an opportunity cost) to capital embedded in these bonds. The longer the maturity, the greater the susceptibility to changes in market price in response to changes in market rates of interest. With regard to interest rates, much of the uncertainty derives from the uncertainty of future inflation levels. 10 See, for example, Richard A. Brealey, Stewart C. Myers, and Franklin Allen, Principles of Corporate Finance, 8th ed. (Boston: Irwin McGraw-Hill, 2006), Chapter. 9. 11 See Richard A. Brealey, Stewart C. Myers, and Franklin Allen, Principles of Corporate Finance, 9th ed. (New York: McGraw-Hill, 2008), 188, for a discussion of maturity, market, and unique risks. E1C05 07/27/2010 Page 56 56 COST OF CAPITAL BASICS Market Risk Market risk (also called systematic risk or undiversifiable risk) is the uncertainty of future returns due to the sensitivity of the return on a subject investment to variability in returns for the investment market as a whole. Although this is a broad conceptual definition, for many U.S. companies, the investment market as a whole is generally limited to the U.S. equity markets, and typically returns are measured on either the New York Stock Exchange (NYSE) Composite Index or the Standard & Poor’s (S&P) 500 Index. For other multinational companies, the investment market may be more appropriately considered the world equity markets with returns measured on the S&P Global 1200 Index or one of the MSCI Global Standard indices. Some theoreticians say that the only risk the capital markets reward with an expected premium rate of return is market risk, because unique or unsystematic risk can be eliminated by holding a well-diversified portfolio of investments. Recent research increasingly shows that it may be difficult or nearly impossible to be fully diversified. We discuss that research in Chapter 15. The chapters on the various methods of estimating the cost of capital show that market risk is a factor specifically measured for a particular company or industry in some methods but not at all or not necessarily in others. For example, market or systematic risk is taken into consideration in the CAPM, which is the subject of Chapter 8, and in other methods of estimating the cost of capital. The term that is commonly used for sensitivity to market risk is beta. While beta has come to have a specific meaning in the context of the CAPM, beta is used in the literature of finance as a more general term meaning the sensitivity of an investment to the market factor. Bonds have beta risks (e.g., to interest rates and to general economic conditions as reflected in the broad stock market). Individual stocks have beta risks (e.g., to general economic conditions as reflected in the broad stock market and to the relative risks of large company stocks to small company stocks). In the context of the CAPM, beta measures the expected sensitivity of changes in returns of a security (issued by an individual company or a portfolio of companies in an industry) to changes in returns of ‘‘the market.’’ The market proxy is often the S&P 500 Index or the NYSE Composite Index. With regard to the beta risk of a particular company’s securities, beta risk embodies both business (operating) risk and financial risk of the company. The size premium is a systematic risk factor and is an adjustment to pure CAPM. Empirical evidence indicates that beta alone does not measure the risk of smaller companies. We discuss the size premium in Chapters 13 and 14. Unique Risk Unique risk (also called unsystematic risk, residual risk, or company-specific risk) is the uncertainty of expected returns arising from factors other than those factors correlated with the investment market as a whole. These factors may include characteristics of the industry and/or the individual company. In international investing, they also can include characteristics of a particular country. Some of the unique risk of an investment may be captured in the size premium. Fully capturing unique risk in the discount rate requires analysis of the company in comparison with other companies, which is discussed in Chapter 15. However, E1C05 07/27/2010 Page 57 Relationship between Risk and the Cost of Capital 57 while the size premium captures many risk factors, the analyst must be careful to capture all the risk factors and at the same time avoid double-counting of risk. Capital market theory assumes efficient markets. That is, it assumes prices change concurrent with changes in the economic fundamentals (economy, industry, or company factors) such that the market prices of public stocks represent the consensus of investors as to the present value of cash flows and that changes in such fundamentals are ‘‘instantly’’ recognized in market prices. One study supports the rationality of stock prices where data on expected cash flows are available to investors.12 But market inefficiency can and does occur for small public stocks, particularly for smaller company stocks that do not have sufficient investor following such that their prices do not react to changes in fundamentals in a timely fashion. We do recognize that market prices may not correctly or fully account for the fundamentals of a smaller, thinly traded public company at particular points in time. We discuss problems with textbook theories that fall short in such circumstances in Chapters 13, 14, and 15. Liquidity and Marketability Risk Discussions of capital market theory generally assume liquidity of investments. Many of the observations about risk and return are drawn from information for liquid investments. Investors desire liquidity and require greater returns for illiquidity. These risks, while listed here separately, are systematic risks in that the pricing of these risks for a particular investment moves with the overall market pricing of liquidity and marketability risks. The risk premiums for lack of liquidity and marketability can be embedded in the discount rate or as a separate adjustment from an ‘‘as if liquid’’ estimate of value. We specifically address issues pertaining to illiquidity risk and lack of marketability in Chapter 27 for minority interests and lack of marketability in Chapter 28 for entire businesses. MEASURING RISKINESS OF NET CASH FLOWS All businesses are portfolios of operations and assets. The risk of the expected cash flows can be thought of in terms of the risk of company operations and assets (business risk) and the risk of how it’s financed (financial risk). Business risk is the risk of the company operations. Business risk can be thought of in terms of the various underlying business operations: sales risk (risk of decrease in unit sales or in unit sales growth), profit margin risk (pricing and expense risks), and operating leverage risk. Business risk can also be expressed in terms of the risk of the underlying assets of the business. Operating leverage is the variability of net cash flow from business operations (i.e., without regard to the cost of financing the business) as output or revenues change. In understanding the variability of net cash flows from operations, one begins with the study of the variability of revenues. One then needs to study the degree 12 Aharon R. Ofer, Oded Sarig, and Keren Bar-Hava, ‘‘New Tests of Market Efficiency Using Fully Identifiable Equity Cash Flows,’’ Working paper, February 2007. Available at http:// ssrn.com/abstract=965242. E1C05 07/27/2010 Page 58 58 COST OF CAPITAL BASICS to which costs vary as revenues vary. This leads one to classifying costs as either variable costs or fixed costs. Variable costs are those that are dependent on the rate of output or revenues of the business. Fixed costs occur regardless of the level of output or revenue of the business. Business risk can be quantified in terms of variability of revenue in this way:13 (Formula 5.7) sB ¼ where: Fc s rev 1þ PV b s B ¼ Standard deviation of operating cash flows of the business before cost of financing Fc ¼ Fixed operating costs of the business PVb ¼ Present value of net cash flows from business operations (before costs of financing) s rev ¼ Standard deviation of revenues derived from output That is, as the level of fixed costs rises relative to total costs, the variability of operating cash flows increases. All else being equal, a business with high operating leverage has high fixed costs and low variable costs; each dollar of revenue from each additional unit of output is offset by a relatively small increase in operating costs. Another way to look at a company’s risk is in terms of its assets. Any company operations can be thought of as a portfolio of assets. We generally are unable to directly observe rates of return appropriate for the risk of the underlying assets of the business (particularly intangible assets, including the goodwill of the business). However, we can depict the risk hierarchy of the asset mix of a business generally as shown in Exhibit 5.6. Risk to the Company Lower Rate of Return Lower Risk Net Working Capital Property, Plant, and Equipment Higher Rate of Return Higher Risk Intangible Assets EXHIBIT 5.6 Risk of Business’s Asset Mix 13 Hazem Daouk and David Ng, ‘‘Is Unlevered Firm Volatility Asymmetric?’’ AFA 2007 Chicago Meetings, January 11, 2007. E1C05 07/27/2010 Page 59 59 Relationship between Risk and the Cost of Capital Generally, net working capital is the least risky of the business assets. Net working capital can be converted to cash over the shortest time frame and with the least expected variance from carrying values. Property, plant, and equipment can typically be used in a variety of businesses and in producing a variety of products. Further, if need be, the fixed assets can be sold to other businesses, but the proceeds from any such sale are likely to vary more from their carrying values than are proceeds from, for example, net working capital. Some intangible assets may have a use outside the subject business, but others may have little or no value outside the existing business. Their value is often dependent on the success of the specific operations of the subject business. The capital structure of the business adds another layer of risk, financial risk. Financial risk is the added volatility providers of equity capital will experience because returns to debt holders and other preferred investors generally are fixed and are senior to returns on common equity. The fixed costs from the financing increase the volatility of returns on common equity. We can depict the risk hierarchy of the components of the company capital structure generally as shown in Exhibit 5.7. How can we estimate an appropriate risk premium for a business as a whole and for its component assets? We can look at the capital structure of the business and the business’s overall cost of capital as a mirror of the business and financial risk. Think of the mix of business assets as the left-hand side of the balance sheet and the overall capital structure as the right-hand side of the balance sheet. By determining the business’s overall cost of capital, we can then impute the overall return required from business operations to provide investors (suppliers of capital to the business) with their expected returns. In addition, by observing market returns investors have received in the past, we can impute implied returns expected by investors from investments in companies with similar business and financial risks. We are imputing the risk of the investment (business assets) from the risks of the securities Risk to the Investor Lower Rate of Return Lower Risk Senior Debt Mezzanine (Subordinate) Debt Preferred Equity Higher Rate of Return Higher Risk Common Equity EXHIBIT 5.7 Risks of the Components of the Business Capital Structure E1C05 07/27/2010 Page 60 60 COST OF CAPITAL BASICS used to supply the investment and the pricing of risk implied from the returns on those securities. This book is about measuring and pricing the risks of the assets and components of the capital structure of a business. We discuss separating the measurement of business risk and financial risk in Chapter 11. SUMMARY The cost of capital is a function of the market’s risk-free rate plus a premium for the risk associated with the investment. Risk is the degree of uncertainty regarding the realization of the expected returns from the investment at the times and in the amounts expected. We observe a common error of discounting probability-weighted net cash flows using the risk-free rate. The false assumption is that the probability weighting accounts for risk. It does not. In an economic sense, the market distinguishes between types of risks of a company or investment: market or systematic risk and unique or unsystematic risk. Market risk is the sensitivity of returns on the subject investment to returns on the overall market. Unique risk is the specific risk of the subject company and/or industry as opposed to the market as a whole (i.e., the risk that remains after taking into account the market risk). Unsystematic risk has received increased attention in recent years. Risk affects the cost of each of the components of capital: debt, senior equity, and common equity. Because risk has an impact on each capital component, it also has an impact on the weighted average cost of capital. As risk increases, the cost of capital increases, and value decreases. Because risk cannot be observed directly in the market, it must be estimated. The impact of risk on the cost of capital is at once one of the most essential and one of the most difficult analyses in corporate finance and investment analysis. In the upcoming chapters, we will discuss pricing risk. When using the build-up method (Chapter 7), the CAPM (Chapter 8), or another model such as the Fama-French three-factor model (FF) (Chapter 17), we estimate one or more components of a risk premium and add the total risk premium to the risk-free rate in order to estimate the cost of equity capital. When using public stock data to imply the cost of equity capital (e.g., the DCF method discussed in Chapter 17), we get a total cost of equity capital without any explicit breakdown regarding how much of it is attributable to a risk-free rate and how much is attributable to the risk premium. The cost of invested capital is a blending of the costs of each component, commonly referred to as the WACC. Chapter 6 discusses each component in the capital structure, and Chapter 18 addresses the WACC. E1C06 08/26/2010 Page 61 CHAPTER 6 Cost Components of a Business’s Capital Structure Introduction Debt Capital Estimating Current Market Yields on Debt Duration Tax Effect Lowers Cost of Debt Leases Are Debt Debt Guarantees Risky Debt Preferred Equity Capital Convertible Debt and Convertible Preferred Equity Capital Qualified Equity Issued under TARP Employee Stock Options Common Equity Capital Obligations That Are Subtracted in a Valuation Postretirement Obligations Contingent Liabilities Summary INTRODUCTION The capital structure of many businesses includes two or more components, each of which has its own cost of capital. The capital structure often includes many components; such companies may be said to have a complex capital structure. The major components commonly comprising a business’s capital structure are: & & & Debt capital Preferred equity capital Common equity capital Similarly, a project being considered in a capital budgeting decision may be financed by multiple components of capital. 61 E1C06 08/26/2010 Page 62 62 COST OF CAPITAL BASICS In a complex capital structure, each of these general components may have subcomponents, and each subcomponent may have a different cost of capital. In addition, there may be hybrid or special securities, such as convertible debt or preferred stock, warrants, options, or leases. Ultimately, a business’s or project’s overall cost of capital is a result of the blending of the individual costs of each of these components. This chapter briefly discusses each of the capital structure components, and Chapter 18 shows the process of blending them into a business’s or project’s overall cost of capital, which is called the weighted average cost of capital (WACC). Estimation of the costs of conventional fixed-income components of the capital structure, that is, straight debt and preferred stock, is relatively straightforward, because costs of capital for securities of comparable risk usually are directly observable in the market. Although there can be many controversies surrounding costs of fixedincome (debt or preferred) capital, especially if unusual provisions exist, we discuss these components only briefly here. This book is not intended to be a comprehensive treatise of debt, preferred, and hybrid capital instruments. The rest of this book deals primarily with the critically important but highly elusive and often controversial issue of the cost of equity. DEBT CAPITAL Traditionally, only long-term liabilities are included in a capital structure. However, many businesses, especially smaller closely held businesses, use what is technically short-term interest-bearing debt as if it were long-term debt. In these cases, it becomes a matter of the analyst’s judgment whether to include the short-term debt as part of the debt component of the capital structure for the purpose of estimating the business’s WACC. The debt component of the capital structure should include (1) the current portion of long-term debt classified on the balance sheet as a short-term liability and (2) short-term debt used as if it were long-term debt. Estimating Current Market Yields on Debt The business’s current interest expense is readily ascertainable from the footnotes to the business’s financial statements (if the business has either audited or reviewed statements or compiled statements with footnote information). But if the interest rate the business is paying is not representative of a longterm, current market rate, then the analyst should estimate a current market rate for that component of the business’s capital structure. The interest rate should be consistent with the financial condition of the subject business, based on a comparative analysis of the subject business’s average ratios. If the business’s debt has a debt rating, one can estimate the cost of debt using a yield curve analysis. If the business’s debt is not formally rated, you must estimate a credit rating (often termed a synthetic rating). Standard & Poor’s publishes debt rating criteria along with the Standard & Poor’s Bond Guide. Standard & Poor’s Global Credit Portal indicates median ratios by rating. RatingsDirect is a Standard & Poor’s application that gives a hypothetical credit rating based on the financial metrics of a subject company. The analyst can see E1C06 08/26/2010 Page 63 63 Cost Components of a Business’s Capital Structure where the investment would fit within the bond rating system and then check the financial press to find the yields for the estimated rating. Exhibit 6.1 displays the statistics available on debt ratings for industrials and utilities from Global Credit Portal. EXHIBIT 6.1 Table 1. Key Financial Ratios, Long-Term Debt Key Financial Ratios, Long-Term Debt, Three-Year (2006–2008) Medians Oper. income (bef. D&A)/revenues (%) Return on capital (%) EBIT interest coverage (x) EBITDA interest coverage (x) FFO/debt (%) Free oper. cash flow/debt (%) Disc. cash flow/debt (%) Debt/EBITDA (x) Debt/debt plus equity (%) No. of companies Table 2. AA A BBB BB B 27.8 30.5 34.9 38.8 190.2 154.6 93.9 0.4 13.3 6 25.2 29.9 16.6 20.8 76.9 42.5 26.5 1 27.6 15 18.8 21.7 10.8 13.3 54 30.9 20.2 1.5 36.1 100 17.7 15.1 5.9 7.8 34.8 14 8.4 2.3 45.3 202 17.2 12.6 3.6 5.1 26.9 7.8 5.8 3 52.9 271 15.7 8.6 1.4 2.2 11.6 2.1 1 5.4 75.6 321 Key Utility Financial Ratios, Long-Term Debt, Three-Year (2006–2008) Medians Oper. income (bef. D&A)/revenues (%) Return on capital (%) EBIT interest coverage (x) EBITDA interest coverage (x) FFO/debt (%) Free oper. cash flow/debt (%) Disc. cash flow/debt (%) Debt/EBITDA (x) Debt/debt plus equity (%) No. of companies Table 3. AAA AA A BBB BB B 15.9 10.1 4.3 6.4 23.9 1.9 9.2 3 47.5 6 22.1 9.1 3.4 4.8 19.8 3 9 3.6 53.2 49 23.6 8.3 2.9 4.3 17.9 2.9 7.7 4 57.1 116 25.1 7.9 2.1 2.9 12.7 5.7 8.7 5.3 61.7 11 37.2 9.8 1.4 2.4 14.4 3.6 0.1 4.8 59.2 8 Key Ratios Formulas EBIT interest coverage EBITDA interest coverage Funds from operations (FFO)/total debt Earnings from continuing operations before interest and taxes/ gross interest incurred before subtracting capitalized interest and interest income Adjusted earnings from continuing operationsy before interest, taxes, depreciation, and amortization (D&A)/gross interest incurred before subtracting capitalized interest and interest income Net income from continuing operations, depreciation and amortization, deferred income taxes, and other noncash items/long-term debtz þ current maturities þ commercial paper, and other short-term borrowings (continued ) E1C06 08/26/2010 Page 64 64 COST OF CAPITAL BASICS EXHIBIT 6.1 Table 3. (Continued) Key Ratios Formulas Free operating cash flow/ total debt Total debt/total debt þ equity Return on capital Total debt/EBITDA FFO capital expenditures increase (or þ decrease) in working capital (excluding changes in cash, marketable securities, and short-term debt)/long-term debtz þ current maturities, commercial paper, and other short-term borrowings Long-term debtz, þ current maturities, commercial paper, and other short-term borrowings/long-term debtz þ current maturities, commercial paper, and other short-term borrowings þ shareholders’ equity (including preferred stock) þ minority interest EBIT/Average of beginning-of-year and end-of-year capital, including short-term debt, current maturities, long-term debt,z noncurrent deferred taxes, minority interest, and equity (common and preferred stock) Long-term debtz þ current maturities, commercial paper, and other short-term borrowings/adjusted earnings from continuing operations before interest, taxes, and D&A Including interest income and equity earnings; excluding nonrecurring items. Excludes interest income, equity earnings, and nonrecurring items; also excludes rental expense that exceeds the interest component of capitalized operating leases. z Including amounts for operating lease debt equivalent, and debt associated with accounts receivable sales/securitization programs. y Source: Standard & Poor’s RatingsDirect on the Global Credit Portal: 2008 Adjusted Key U.S. and European Industrial and Utility Financial Ratios (New York: Standard & Poor’s, a division of McGraw-Hill Companies, Inc.) copyright 2009: 2, 3. Used with permission. All rights reserved. Interest rates vary, depending on the years to maturity. That relationship is called the yield curve. For example, if short-term U.S. government interest rates for bonds with one year to maturity have a current yield-to-maturity less than the yieldto-maturity on U.S. government bonds with 10 years to maturity, the yield curve is upward sloping. This is the most common slope for the yield curve over the years. But the yield curve can be inverted or downward sloping at times. Exhibit 6.2 shows an example of determining the weighted average current yield to maturity for a company’s bonds using a yield curve analysis. Assume that the yield curve is represented in the top panel of the exhibit. As you see, the yield curve developed from the example market data is upward sloping. Assume that the subject company debt is rated in the lowest rating categories and that the company’s outstanding debt has maturities as shown in the first column of the bottom panel of Exhibit 6.2. You can estimate the weighted average current yield by applying the appropriate yield to maturity from the third line of the top panel of Exhibit 6.2 to the company’s debt, as shown in columns three and four of the bottom panel of the exhibit. E1C06 08/26/2010 Page 65 65 Cost Components of a Business’s Capital Structure EXHIBIT 6.2 Yield Curve Approach to Determining Current Cost of Debt Capital Year(s) Until Debt Matures AAA, AA, A BBB BB, B, CCC, CC, C, D One Two Three Four Five Sixþ 2.61% 4.77% 12.01% 2.90% 5.01% 12.58% 3.14% 5.47% 13.03% 3.42% 5.69% 13.05% 3.65% 6.04% 13.54% 4.82% 6.86% 14.40% Sample Yield Curve Approach Based on Weighted Average Yields 1 Year 2 Year 3 Year 4 Year 5 Year Over 5 Years Total (1) Face Value Yield Weighted Average(1) $180 166 45,978 108 48 8,400 $54,880 12.01% 12.58% 13.03% 13.05% 13.54% 14.40% 0.04% 0.04% 10.92% 0.03% 0.01% 2.20% 13.24% = (Face Value Maturing in Year/Total Face Value) Yield The analyst should consider that smaller companies may have higher costs of debt than larger companies because, on average, larger companies have higher credit ratings than smaller companies. Also, smaller companies may not be able to borrow as great a proportion of their capital structure as larger companies. Typically, the operating profits of small companies are more variable than those of large companies.1 It is generally recognized that volatility of past earnings reduces predictability of future earnings.2 Research has found that the difference in yields among bonds is a function of difference in cash flow volatility among the firms.3 Some companies have more than one class of debt, each with its own cost of debt capital (e.g., senior, subordinate). Traditionally, the relevant market ‘‘yield’’ has been either the yield to maturity or the yield-to-call date. Either of these yields represents the total return the debt holder expects to receive over the life of the debt instrument, including current yield and any appreciation or depreciation from the market price, to the redemption of the debt at either its maturity or its call date, if callable. If the stated interest rate is above current market rates, the bond would be expected to sell at a premium. The yield-to-call date would probably be the appropriate yield, because it is likely to be in the issuer’s best interest to call it (redeem it) as soon as possible and refinance it at a lower interest cost. If the stated interest rate is below current market rates, then it 1 See data on average coefficient of variation of operating margin in Exhibits 13.11 and 13.12. John Graham, Campbell Harvey, and Shivaram Rajgopal, ‘‘The Economic Implications of Corporate Financial Reporting,’’ Journal of Accounting and Economics 40 (2005): 3–73. 3 Kenneth R. Vetzal, Alan V. S. Douglas, and Alan Guoming Huang, ‘‘Cash Flow Volatility and Corporate Bond Yield Spreads,’’ Working paper, February 2009. Available at http:// ssrn.com/abstract=1362167. 2 E1C06 08/26/2010 Page 66 66 COST OF CAPITAL BASICS usually would not be attractive to the issuer to call it, and the yield to maturity would be the most appropriate rate. Credit quality is not the only criterion to use in determining the appropriate yield for debt instruments. The period over which cash flows (principal and interest) are expected to be received is also important. If one is matching nontraded debt instruments to traded debt instruments to obtain market observations of yields, one needs to estimate the credit quality and the length of time over which cash flows are expected to be received. Duration Increasingly, the debt markets have introduced instruments with varying schedules for paying interest and repaying principal. For example, to compare zero-coupon bonds to bonds paying periodic interest payments, you need to measure the length of time over which you will receive cash flow (interest and principal). With the variety of debt instruments that have become common, you need a method to equate the various instruments. One measure of the length of time over which cash flows are expected is the duration of the cash flows:4 (Formula 6.1) where: n n Eðcash f lowÞ P n ð 1 þ kÞ n 1 Duration ¼ n P Eðcash f lowÞn ð 1 þ kÞ n 1 n ¼ Periods of expected receipt of the cash flow from 1 through n E(cash flow) ¼ Period cash flow expected from the security, project, or company k ¼ Discount rate used to convert security, project, or business expected cash flows to present value Exhibit 6.3 is a simple example of calculating the duration of a bond. The $1,000 face value bond, issued several years earlier, has a coupon rate of 10% and will mature in 10 years. (We use the simplifying assumption that interest is paid annually, although interest is typically paid more frequently.) The expected cash flows are $100 per year for 9 years and $1,100 in year 10. Assume that the current market rate of interest, given current interest rates and the risk of the issuing company, is now 15%. & 4 The duration is the weighted present value of the cash flows, with the weights being the number of years from the valuation date (i.e., 1, 2, 3, etc.). The For an explanation of duration in the context of bond valuation, see, e.g., Richard A. Brealey, Stewart C. Myers, and Franklin Allen, Principles of Corporate Finance, 9th ed. (Boston: Irwin McGraw-Hill, 2008), 63–65; Aswath Damodaran, Investment Valuation: Tools and Techniques for Determining the Value of Any Asset, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2002), 891–892. E1C06 08/26/2010 Page 67 67 Cost Components of a Business’s Capital Structure EXHIBIT 6.3 (1) Year Example of Calculating Duration of a Bond (2) Expected Cash Flow (3) Present Value Factor (4) Present Value of Expected Cash Flow 1 $100 0.8696 2 100 0.7561 3 100 0.6575 4 100 0.5718 5 100 0.4972 6 100 0.4323 7 100 0.3759 8 100 0.3269 9 100 0.2843 10 1,100 0.2472 Total Duration ¼ Sum of (5)/sum of (4) ¼ 6.24 years & & $86.96 75.61 65.75 57.18 49.72 43.23 37.59 32.69 28.43 271.90 $749.06 (5) (5) ¼ (1) (4) $ 86.96 151.23 197.25 228.70 248.59 259.40 263.16 261.52 255.84 2,719.03 $4,671.68 duration of the bond, as shown in Exhibit 6.3, is 6.24 years. This differs from the maturity date. The duration is an average time over which you expect to receive the cash flow from the debt instrument. One can estimate the cost of debt for the subject business by matching market yield for bonds with a comparable credit rating and a comparable duration to the subject bond. A bond with a shorter duration is less risky than a bond with the same credit rating and maturity but a longer duration. Duration can be used as a tool to measure the effective time over which expected cash flows from any investment will be received. Tax Effect Lowers Cost of Debt Because interest expense is a tax-deductible expense to a business, the net cost of debt to the business is the interest paid minus the tax savings resulting from the deductible interest payment. The value of the tax shield equals the present value of the expected tax deductions on interest payments for the debt capital financing. The cost of debt capital is measured prior to the tax affect (denoted as kd(pt) in our notation system), as the value of the tax deduction on the interest payments equals the value of the tax shield. Assuming that the tax deductions on interest can be fully realized (i.e., save cash taxes) in the period in which they are paid and deducted, this pretax cost of debt and the value of the tax shield can be combined into the after-tax cost of debt, which can be expressed (as one typically sees in textbooks) by Formula 6.2: (Formula 6.2) kd ¼ kdðptÞ ð1 tÞ E1C06 08/26/2010 Page 68 68 where: COST OF CAPITAL BASICS kd ¼ Discount rate for debt (the business’s after-tax cost of debt capital) kd(pt) ¼ Rate of interest on debt (pretax) t ¼ Tax rate (expressed as a percentage of pretax income) We will discuss alternative formulations of the value of the tax shield based on when the tax deductions on interest are likely to be realized in Chapter 18 and the impact of debt financing on the risk of equity and debt in Chapter 11. For decision-making purposes, corporate finance theoreticians generally recommend using the marginal tax rate (the rate of tax paid on the last incremental dollar of taxable income) if that differs from the business’s effective tax rate.5 That makes sense, since the marginal rate will be the cost incurred as a result of the investment. However, the focus should be on the marginal rate over the life of the investment, if that is different from the marginal cost incurred initially. Common practice assumes that the top statutory rate is the applicable rate because the typical assumption is that with the long-term horizon, companies will be profitable and will pay income taxes. But we know from historical records that many companies do not pay the top marginal rate. Simulations of expected income tax rates for public companies are available through Professor John Graham.6 The simulations take into account expected taxable income from current operations, carryover of net operating losses from prior periods, and interest expense from outstanding debt.7 Leases Are Debt Capitalized leases are included in reported debt. But operating leases are a substitute for debt. You should generally include all debt (including off–balance sheet leases) in measuring the debt capital of the business. Operating lease payments are treated as part of operating expenses but are really financing expenses. The stated operating income, capital, profitability, and cash flow measures for businesses with operating leases have to be adjusted when operating leases get categorized as financing expenses.8 Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 840, Leases (formerly Statement of Financial Accounting Standards No. 13—Accounting for Leases (October 1975)), requires footnote disclosure for noncancelable long-term operating leases.9 The disclosure includes: 5 See, e.g., Richard A. Brealey, Stewart C. Myers, and Franklin Allen, Principles of Corporate Finance, 9th ed. (Boston: Irwin McGraw-Hill, 2008), 488. 6 John.Graham@Duke.edu. 7 John R. Graham, ‘‘Debt and the Marginal Tax Rate,’’ Journal of Financial Economics (May 1996): 41–73; John R. Graham and Mike Lemmon, ‘‘Measuring Corporate Tax Rates and Tax Incentives: A New Approach,’’ Journal of Applied Corporate Finance (Spring 1998): 54–65. 8 Aswath Damodaran, ‘‘Leases, Debt and Value,’’ Journal of Applied Research in Accounting and Finance (July 16, 2009): 3–29. 9 FAS No. 13, Accounting for Leases (November 1976): paragraphs 16, 122. E1C06 08/26/2010 Page 69 Cost Components of a Business’s Capital Structure & & & & & & & 69 Aggregate future minimum payments Minimum payments for first five fiscal years Aggregate future minimum sublease rentals Historical rental expense The use of operating leases has grown significantly. A recent study by the Security and Exchange Commission found that 77% of the sampled firms had operating leases and that public companies have $1.25 trillion in undiscounted future cash obligations related to operating leases.10 In a recent study of the credit default swap (CDS) market, the authors found that the price impact of operating leases on debt spreads is larger than the price impact of on-balancesheet debt.11 The International Accounting Standards Board/Financial Accounting Standards Board Lease Working Group proposes recording the fair value of the rights and obligations of a lease at inception under the concept of a ‘‘right to use’’ model. That is, the lessee has, upon contract signing, an unconditional right to use the leased asset and should record the fair value of that right on the balance sheet. This model assumes that all lease transactions are economically similar. This new rule will not be ready until at least 2011. As we are preparing this book, we learned that in their most recent deliberations, the Lease Working Group has chosen to exclude certain leases. The new lease accounting rules will exclude lease contracts that are effectively purchases (as such leases are already recorded as capital leases). And they have yet to decide on issues of materiality, as the Equipment Lease and Financing Association estimates that 90% of leases (by count of leases) involve assets worth less than $5 million and have lease terms of two to five years. The Standard & Poor’s Ratings Services group routinely capitalizes operating leases for purposes of calculating comparative ratios.12 An excerpt from their web site describing their methodology follows. Corporate Ratings Criteria 2006: To improve financial ratio analysis, Standard & Poor’s uses a financial model that capitalizes off–balance sheet operating lease commitments and allocates minimum lease payments to interest and depreciation expenses. Not only are debt-to-capital ratios affected, but so are interest coverage, funds from operations to debt, total debt to EBITDA, operating margins, and return on capital. This technique is, on balance, superior to the 10 United States Securities and Exchange Commission, ‘‘Report and Recommendations Pursuant to Section 401c of the Sarbanes-Oxley Act of 2002 on Arrangements with Off-Balance Sheet Implications, Special Purpose Entities, and Transparency of Filings of Issuers,’’ June 15, 2005. Available at http://www.sec.gov/news/studies/soxoffbalancerpt.pdf. 11 Sandro Andrade, Elaine Henry, and Dhananjay Nanda, ‘‘Leases, Off-Balance Sheet Leverage and the Pricing of Credit Risk,’’ Working paper, October 9, 2009. Available at http:// moya.bus.miami.edu/sandrade/Andrade_Henry_Nanda_03052010.pdf. 12 See also Brian Oak, ‘‘Off–Balance Sheet Leases: Capitalization and Ratings Implications: Out of Sight but Not Out of Mind,’’ Moody’s Investors Service Global Credit Research (October 1999). E1C06 08/26/2010 Page 70 70 COST OF CAPITAL BASICS alternative ‘‘factor method,’’ which multiplies annual lease expense by a factor reflecting the average life of leased assets. The operating lease model is intended to make companies’ financial ratios more accurate and comparable by taking into consideration all assets and liabilities, whether they are on or off the balance sheet. In other words, all rated firms are put on a level playing field, no matter how many assets are leased and how the leases are classified for financial reporting purposes. (We view the distinction between operating leases and capital leases as artificial. In both cases, the lessee contracts for the use of an asset, entering into a debt-like obligation to make periodic rental payments.) The model also helps improve analysis of how profitably a firm employs both its leased and owned assets. By adjusting the capital base for the present value of lease commitments, the return on capital better reflects actual asset profitability. Exhibit 6.4 shows an example of the methodology. Exhibit 6.5 displays the lease disclosure and the analysis resulting from capitalizing operating leases.13 One recent study finds that banks consider off–balance sheet obligations when setting loan spreads, though adjusted financial ratios are relevant for banks’ assessments only in the absence of a credit rating.14 Capitalizing operating leases is essential to accurately determine the implied coverage, rating, and market interest rate on outstanding company debt. For some companies, no adjustment is needed because the amount of lease financing used is not significant. But for other companies (e.g., airlines), off–balance sheet lease financing is significant, and you must make appropriate adjustments if you hope to calculate a reasonably accurate cost of capital.15 Debt Guarantees The debt of closely held companies is often secured by personal guarantees of one or more of the entrepreneurs with major ownership in the subject business. When estimating the cost of debt for a closely held business, the analyst should ascertain whether the debt is secured by personal guarantees. If so, this is an 13 This example is drawn from a report submitted by Roger Grabowski in a disputed matter. Jennifer Lynne M. Altamuro, Rick Johnston, Shail Pandit, and Haiwen (Helen) Zhang, ‘‘Operating Leases and Credit Assessments,’’ Working paper, January 2009. Available at http://ssrn.com/abstract=1115924. 15 See, e.g., Kirsten M. Ely, ‘‘Operating Lease Accounting and the Market’s Assessment of Equity Risk,’’ Journal of Accounting Research (Autumn 1995): 397–415; Eugene A. Imhoff Jr., Robert C. Lipe, and David W. Wright, ‘‘Operating Leases: Income Effects of Constructive Capitalization,’’ Accounting Horizons (June 1997): 12–32; Charles Mulford and Mark Gram, ‘‘The Effects of Lease Capitalization on Various Financial Measures: An Analysis of the Retail Industry,’’ Journal of Applied Research in Accounting and Finance 2(2) (2007): 3–13; Aswath Damodaran, Damodarn on Valuation: Security Analysis for Investment and Corporate Finance, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2006), Appendix 1 and Appendix 3. 14 E1C06 08/26/2010 Page 71 71 Cost Components of a Business’s Capital Structure EXHIBIT 6.4 Example of Operating Lease Capitalization (2004) Table 1 provides data that would typically appear in the financial statement disclosure. Table 1 Lease Model Calculation Reporting Year Payment Period 2004 2003 Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter Total Payments 61.0 54.0 46.1 42.6 38.7 177.9 420.3 65.8 53.3 46.5 41.9 39.6 177.9 425 Reported figures: Future minimum lease commitments (mil. $). Source: Standard & Poor’s RatingsDirect on the Global Credit Portal: Operating Lease Analytical Model (New York: Standard & Poor’s, a division of McGraw-Hill Companies, Inc.) copyright # 2009: 2. Used with permission. All rights reserved. The debt equivalent of the leases is based on discounting future lease commitment data gathered from the notes to financial statements using (1) annual lease payments for the first five years are set forth in the notes; and (2) for the remaining lease years, the model assumes the lease payments approximate the minimum payment due in year five. The number of years remaining under the leases is simply the amount ’’thereafter’’ divided by the minimum fifth-year payment. The result is rounded to the nearest whole number. The present value of this payment stream is then determined. The interest rate used is generally the issuer’s average interest rate. Adjustments used in the Standard & Poor’s Ratings model for calculating financial ratios: & & & & Selling, General, and Administrative Expenses (SG&A) adjustment & Average of first-year minimum lease payments in the current and previous years. & SG&A is then reduced by this amount. Implicit interest & Multiply the average (current and previous years) PV of operating leases by the interest rate. In Table 2 we have ($336.5 þ $318.7)/2 ¼ $327.6. & This figure is then added to the firm’s total interest expense. Depreciation expense & Calculated by subtracting the implicit interest from the SG&A adjustment. & The lease depreciation is then added to reported depreciation expense. The interest and depreciation adjustments attempt to allocate the annual rental cost of the operating leases. There is ultimately no change to reported net income as a result of applying the Standard & Poor’s lease analytical methodology. Table 2 demonstrates the adjustments of the Standard & Poor’s ratings lease model. Table 2 Calculation of Operating Lease Adjustments for 2004 2004 Total debt (reported) Total interest (incl. capitalized interest) Implied interest rate 2003 659.4 36.2 664.9 40.2 5.5 5.6 2002 766.8 (continued ) E1C06 08/26/2010 Page 72 72 EXHIBIT 6.4 COST OF CAPITAL BASICS (Continued ) Table 2 (Continued ) Future minimum lease commitments (mil. $) 2005 61 65.8 2006 54 53.3 2007 46.1 46.5 2008 42.6 41.9 2009 38.7 39.6 2010–2014 38.7 2009–2012 39.6 Net present value (NPV) 336.5 318.7 2004 implicit interest Avg. NPV ($327.6) interest rate (5.5%) ¼ $17.9 Lease depreciation expense Adjustment to SG&A—implicit interest ¼ $63.4 $17.9 ¼ $45.5 Adjustment to SG&A—rent Avg. first-year min. payments ($61.0 þ $65.8)/2 ¼ $63.4 SG&A—Selling, general, and administrative expenses. Source: Standard & Poor’s RatingsDirect on the Global Credit Portal: Operating Lease Analytical Model (New York: Standard & Poor’s, a division of McGraw-Hill Companies, Inc.) copyright # 2009: 3. Used with permission. All rights reserved. If you adjust the ‘‘debt’’ balance, you need to adjust the income statement. The imputed ‘‘rent’’ on these assets becomes imputed interest plus depreciation expense. This changes EBIT and EBITDA (both go up). We can see the impact on the debt and ratios in Table 3. Table 3 Sample Calculation Results Oper. income/sales (%) EBIT interest coverage () EBITDA interest coverage () Return on capital (%) Funds from oper./total debt (%) Total debt/EBITDA () Total debt/capital (%) Without Capitalization With Capitalization 18.6 8.7 12.3 18.9 54.1 1.5 37.6 21.2 6.2 8.6 15.6 40.4 2.1 41.3 Source: Standard & Poor’s Global Credit Portal: Operating Lease Analytical Model (New York: Standard & Poor’s, a division of McGraw-Hill Companies, Inc.) copyright # 2009: 3. Used with permission. All rights reserved. additional cost of debt that is not reflected directly in the financial statements (or, in some cases, might not even be disclosed). Such guarantees would justify an upward adjustment in the business’s cost of debt to what it would be without the guarantees (assuming that the debt would be available without guarantees). That is, you are interested in the cost of business debt without the influence of a guarantor’s pledge of personal assets. Similarly, lenders to joint ventures or foreign subsidiaries of larger companies often require debt guarantees. E1C06 08/26/2010 Page 73 73 Cost Components of a Business’s Capital Structure EXHIBIT 6.5 Sample Capitalization of Operating Leases The Company distributes petroleum products throughout its marketing areas through a combination of owned and leased terminals. Leases for product distribution terminals are generally for short periods of time and continue in effect until canceled by either party with contracted days of notice, generally 30 to 60 days. Most product distribution terminal leases are subject to escalations based on various factors. The Company subleases a portion of its leased product distribution terminals. During December 20xx, the Company purchased a terminal pursuant to a purchase option in the lease. Additionally, the Company leases two of its refining processing units pursuant to long-term operating leases. The Company has long-term leases with special purpose entities for land and equipment at the Company’s BP, Exxon, and certain 76 Products sites. These leases provide the Company the option to purchase, at agreed-upon contracted prices, (a) not less than all of the leased assets at annual anniversary dates, and (b) a portion of the leased assets for resale to unaffiliated parties at quarterly lease payment dates. The Company may cancel the leases provided that lessors receive minimum sales values for the assets. The contracted purchase option price and minimum guaranteed sales values decline over the term of the leases. Minimum annual rentals vary with a reference interest rate (LIBOR). The Company leases the majority of its stores and certain other property and equipment. The store leases generally have primary terms of up to 25 years with varying renewal provisions. Under certain of these leases, the Company is subject to additional rentals based on store sales as well as escalations in the minimum future lease amount. The leases for other property and equipment are for terms of up to 15 years. Most of the Company’s lease arrangements provide the Company an option to purchase the assets at the end of the lease term. The Company may also cancel certain of its leases provided that the lessor receives minimum sales values for the leased assets. Most of the leases require that the Company provide for the payment of real estate taxes, repairs and maintenance, and insurance. At December 31, 20xx, future minimum obligations under non-cancelable operating leases and warehousing agreements are as follows: (Thousands of Dollars) 20xxþ1 20xxþ2 20xxþ3 20xxþ4a 20xxþ5a Thereafter Total Payments Less: future minimum sublease income $159,441 $147,674 $134,432 $107,610 $ 44,023 $390,376 $983,556 $110,855 Net Total Payments $872,701 a Excludes guaranteed residual payments, totaling $123,221,000 (20xxþ4) and $191,522,000 (20xxþ5) due at the end of the lease term, which will be reduced by the fair market value of the leased assets. Source: Company 10k, December 20xx. Using the data from the disclosure, we can calculate the discounted present value of lease commitments at 7% discount rate (current market rate for borrowing), net of sublease income and including guaranteed residual payments: (continued ) E1C06 08/26/2010 Page 74 74 COST OF CAPITAL BASICS EXHIBIT 6.5 (Continued) Present Value of Lease Payments @ 7% $702,703 Future Sublease Income as % of Total Lease Payments Estimated Value of Future Sublease Income Present Value of Lease Payments @ 7% Less: Estimated Value of Future Sublease Income Plus: Present Value of Guaranteed Residual Payments @ 7% Present Value of Lease Commitments Net of Sublease Value Adjusting the balance sheet we get the following: Total Debt per Balance Sheet (20xx) Market Value of Balance Sheet Debt1 Value of Operating Leases Market Value of Debt Plus Operating Leases 11.3% $79,405 $702,703 (79,405) 230,557 $853,855 1 $1,893,165 $2,075,200 853,855 $2,929,055 See Exhibit 18.15 for sample calculation. We can calculate the ratios of market value of invested capital (MVIC) to earnings before interest, taxes, depreciation, and amortization (EBITDA) and debt to MVIC as shown next: MVIC/EBITDA Debt/MVIC Book1 9.4 24% Adjusted2 9.0 33% 1 Using book value of debt and unadjusted EBITDA. Using market value of debt plus operating leases and EBITDA adjusted for lease rent expense. 2 Debt guarantees can be analyzed as put options.16 The outstanding debt of the business satisfies the following equation: Value of Risky Debt ¼ Value of Risk-free Debt Value of Guarantee against Default One can use the synthetic ratings methodology discussed in the earlier section on debt capital to estimate the current implicit credit rating on business debt without the guarantee. From the implicit credit rating, you can estimate the appropriate current interest rate and the implicit market value of outstanding debt.17 One can estimate the value of the guarantee as the difference between the value of the risky debt (interest rate priced at market) minus the value of an equivalent amount of risk-free debt. One practitioner reports on surveying banks as to the impact of personal guarantees on interest rates charged to business customers with and without a personal guarantee. He reports that the banks said that the interest rate with a personal guarantee would be 200 basis points less than the rate to the same business without personal guarantee.18 16 See, e.g., Zvi Bodie and Robert C. Merton, Finance (Upper Saddle River, NJ: Prentice Hall, 2000). 17 See, e.g., Richard A. Brealey, Stewart C. Myers, and Franklin Allen, Principles of Corporate Finance, 9th ed. (Boston: Irwin McGraw–Hill, 2008), 655–656. 18 Surveys conducted by Trugman Valuation Associates, Inc. E1C06 08/26/2010 Page 75 Cost Components of a Business’s Capital Structure 75 In the late 1990s, insurance companies offered guarantees on seller financing. That is, when a business was sold with some percentage of the price as a down payment and the buyer gave the seller a promissory note for the balance (a common procedure in the sale of small businesses and professional practices), the insurance business would guarantee the note to the seller. The required down payment was at least 30% of the purchase price, and the insurance premium was about 3% per annum of the face value of the note. Perhaps 3% can be used as a shortcut estimate for adding to the cost of debt to reflect personal guarantees. Without personal guarantees, many times no debt would be available to the smaller closely held business, and all the business’s capital structure should be discounted at the cost of equity. Risky Debt While a common approach in estimating the cost of debt capital is to use the promised yield on newly issued debt of the business (or comparably rated debt of other companies) in theory, the expected return on debt should reflect the promised yield net of expected default loss. But the newly issued debt includes both default loss and a systematic risk premium (debt beta, as discussed in Chapter 10) that increases with the duration of the bonds. The expected default loss (net of expected recovery) should not be included in the cost of debt when estimating the market value of debt because the expected default loss of newly issued debt is not part of the expected return of the subject business’s bonds. Further, the expected default loss (net of expected recovery) occurs only when the bonds actually default, and these costs are not known with certainty at the time the newly issued bonds are priced. As a result, it is difficult to match the correct discount rate for debt that has been outstanding for some time, which has different default risk likelihoods than a newly issued bond. Therefore, it is typically a better practice to price risky debt without regard to the expected default loss and then subtract the expected default loss (net of expected recovery) that is appropriate for the subject debt, given the credit rating of the subject business and the remaining duration of the debt. One commonly used approach to estimating net default loss is using studies of historical default rates and recovery rates. But market expectations may differ from historical rates.19 One can look upon the value of equity as a call option on the business’s assets and use volatility for public companies’ stock to infer the portion of the yield that equates to the expected default loss on debt.20 Alternatively, if one considers risky debt as a combination of a safe bond and a short position in a put option (i.e., the business has the option of defaulting when the value of the operations and assets declines to amounts below the 19 Ian A. Cooper and Sergei A. Davydenko, ‘‘Estimating the Cost of Risky Debt,’’ Journal of Applied Corporate Finance (Summer 2007): 90–94. 20 Jens Hilscher, ‘‘Is the Corporate Bond Market Forward Looking?’’ European Central Bank Working Paper Series No. 800, August 2007. Available at http://ssrn.com/abstract=1005120. E1C06 08/26/2010 Page 76 76 COST OF CAPITAL BASICS face value of the debts), then one can use volatility of publicly traded debt to infer the portion of the yield that equates to expected default loss on debt (i.e., difference between face value and portion of market value representing return of principal).21 PREFERRED EQUITY CAPITAL If the capital structure includes preferred equity capital and it is publicly traded, the yield rate can be used as the cost of that component. If the dividend is at or close to the current market rate for preferred stocks with comparable features and risk, then the stated rate can be a proxy for market yield. If the rate is not close to a current market yield rate, then the analyst should estimate what a current market yield rate would be for that component of the business’s capital structure. The yield on preferred stock is often less than the yield on comparably rated corporate bonds because dividends paid on preferred stock to corporate investors in the stock are not taxed at the full corporate income tax rate. Standard & Poor’s publishes preferred stock rating criteria along with the Standard & Poor’s Stock Guide. Using this publication, analysts can see where the business’s preferred stock would fit within the preferred stock rating system given the financial metrics of the subject company, then check the financial press to find the yields for preferred stocks with similar features and estimated rating. Analysts must adjust for any differences in features often found in privately issued preferred equity, such as special voting or liquidation rights. If the preferred stock is callable, the same analysis (of the market rate of dividend compared to the dividend relative to call price as discussed with respect to debt) applies to the preferred stock.22 CONVERTIBLE DEBT AND CONVERTIBLE PREFERRED EQUITY CAPITAL Convertible debt and convertible preferred equity are hybrid instruments that are essentially two securities combined into one: a straight debt or preferred equity element plus a warrant. Typically, the instrument is callable at the request of the issuer. This feature is for the benefit of the issuer. The call forces conversion of the bond or preferred instrument earlier than the investor might choose. The cost of capital for the convertible instrument is the sum of the costs of these two elements. A warrant is a long-term call option issued by a company on a specific class of its own common equity, usually at a fixed price. Convertibles are easiest to understand if they are 21 See Zvi Bodie and Robert C. Merton, Finance (Upper Saddle River, NJ: Prentice Hall, 2000), 92–94. 22 See, e.g., Aswath Damodaran, Investment Valuation: Tools and Techniques for Determining the Value of Any Asset, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2002), 212–213; and Marcelle Arak and L. Ann Martin, ‘‘Convertible Bonds: How Much Equity, How Much Debt?’’ Financial Analysts Journal (March–April 2005): 44–49. E1C06 08/26/2010 Page 77 Cost Components of a Business’s Capital Structure 77 analyzed first as debt or nonconvertible preferred equity and then the value is adjusted for the value of the warrants (long-term call options).23 There are several theories why companies issue convertible instruments. One theory is that convertible instruments offer a cheaper source of financing than straight debt financing or preferred equity financing. The convertible feature offers the issuer (1) the probability of a hybrid price for common stock, not just the common stock price at the time the convertible instrument is issued, and (2) the possibility of issuing debt or preferred equity at a lower yield than would be the case were the instruments not convertible. But the issuer is giving up a valuable right: the right to buy stock in the future at a predetermined price (the conversion price, which may change over time). That right has value, and the value given up must be balanced with the seeming benefits.24 New valuation models for these hybrid instruments are being studied employing advanced methodologies for measuring risk. For example, one study adapts simulation models to their valuation.25 Another study proposes use of an advanced binomial warrant (option) pricing model.26 Another study compares various models to observed market prices.27 QUALIFIED EQUITY ISSUED UNDER TARP On October 3, 2008, Congress passed and President Bush signed the Emergency Economic Stabilization Act of 2008, which established the Office of Financial Stability within the U.S. Treasury and authorized the Troubled Asset Relief Program (TARP). On October 14, 2008, the U.S. Treasury announced a voluntary TARP capital purchase program (CPP) to encourage U.S. financial institutions to build capital to increase the flow of financing to U.S. businesses and consumers and to support the U.S. economy. This facility was intended to allow banking and life insurance organizations to apply for a preferred stock investment by the U.S. Treasury. The U.S. Treasury also received warrants. The key terms of the preferred stock and warrants are summarized as follows:28 23 Aswath Damodaran, Investment Valuation: Tools and Techniques for Determining the Value of Any Asset, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2002), 806–914. 24 Igor Loncarski, Jenke ter Horst, and Chris Veld, ‘‘Why Do Companies Issue Convertible Bonds? A Review of Theory and Empirical Evidence,’’ Working paper, October 9, 2005, Available at http://ssrn.com/abstract=837184. 25 Ali Bora Yigitbasioglu and Naoufel El-Bachir, ‘‘Pricing Convertible Bonds by Simulation,’’ Working paper, May 2004. Available at http://ssrn.com/abstract=950213. 26 Zhiguo Tan and Yiping Cai, ‘‘Risk Equilibrium Binomial Model for Convertible Bonds Pricing,’’ South West University of Finance and Economics, Working paper, January 28, 2007. Available at http://ssrn.com/abstract=977819. 27 Yuriy Zabolotnyuk, Robert Jones, and Chris Veld, ‘‘An Empirical Comparison of Convertible Bond Valuation Models,’’ Working paper, October 15, 2009. Available at http://ssrn. com/abstract=994805. 28 U.S. Department of the Treasury, ‘‘TARP Capital Purchase Program: Senior Preferred Stock and Warrants,’’ Available at http://www.treas.gov/press/releases/reports/termsheet.pdf. E1C06 08/26/2010 Page 78 78 COST OF CAPITAL BASICS Senior Preferred (the ‘‘CPP Preferred Shares’’): & & & & & & & & & & Term: Perpetual Ranking: Senior to common stock and pari passu with existing preferred shares other than those that rank junior to any existing preferred shares Dividend: 5% per annum prior to fifth anniversary of the issue date 9% per annum subsequent to the fifth anniversary of the issue date Cumulative Liquidation preference: $1,000 per share Redemption: Prior to the third anniversary of the issue date, not redeemable, except with proceeds from an equity offering that results in aggregate gross proceeds of not less than 25% of the issue price of the CPP Preferred Shares. Subsequent to the third anniversary of the issue date, redeemable at the option of the institution. Redeemed at 100% of the issue price plus all accrued and unpaid dividends in the case of cumulative CPP Preferred Shares. Dividend Restrictions: If accrued and unpaid dividends are not fully paid on the CPP Preferred Shares, no dividends may be declared or paid on junior preferred shares, preferred shares ranking pari passu with the CPP Preferred Shares, or common shares. Common Dividend Limits: Prior to the third anniversary of the issue date (unless the CPP Preferred Shares have been redeemed in whole or the U.S. Treasury has transferred all of the CPP Preferred Shares); U.S. Treasury consent required for any increase in common dividends per share. Repurchase Restrictions: Prior to the third anniversary of the issue date (unless the CPP Preferred Shares have been redeemed in whole or the U.S. Treasury has transferred all of the CPP Preferred Shares), the U.S. Treasury’s consent is required for any share repurchase (other than (a) repurchases of the CPP Preferred Shares and (b) repurchase of junior preferred shares or common shares in connection with any benefit plan consistent with past practice). No repurchases of junior preferred shares, preferred shares ranking pari passu with the CPP Preferred Shares, or common shares if prohibited under ‘‘Dividend Restrictions.’’ Voting: Nonvoting other than class voting rights on (a) authorization or issuance of shares ranking senior to the CPP Preferred Shares, (b) amendments to the rights of the CPP Preferred Shares, or (c) any transactions (e.g. mergers, exchanges) that would adversely affect the rights of the CPP Preferred Shares. Transferability: No restrictions on transfer. The institution is required to file shelf registration statement covering the CPP Preferred Shares and grant the U.S. Treasury piggyback registration rights for the CPP Preferred Shares. Warrants (the ‘‘CPP Warrants’’): & & Term: 10 years Exercise Price: 20-day trailing average price of the institution’s common stock prior to announcement of participation in the CPP. E1C06 08/26/2010 Page 79 Cost Components of a Business’s Capital Structure 79 & Number: Number of CPP Warrants issued such that: Exercise Price multiplied by the number of CPP Warrants is equal to 15% of the liquidation preference of the CPP Preferred Shares. & Voting: The U.S. Treasury agrees not to exercise voting power of any shares issued through exercise. & Antidilution: Exercise price and number of shares issuable shall be subject to adjustment for the following: (i) Stock splits, subdivisions, reclassifications, or combinations (ii) Certain issuances of common shares or convertible securities (prior to the earlier of (a) the holder of the CPP Warrants is no longer the U.S. Treasury, and (b) the third anniversary of the issue date) (iii) Certain repurchases of common stock (iv) Business combinations (v) Other distributions & Reduction: Number of shares of common stock underlying the CPP Warrants shall be reduced by 50% in the event that the institution receives aggregate gross proceeds of not less than 100% of the issue price of the CPP Preferred Shares from one or more equity offerings on or prior to December 31, 2009. & Substitution: In the event that the institution is no longer listed or traded on a national securities exchange, the warrants are exchangeable, at the option of the U.S. Treasury, for senior term debt or another security of the institution that appropriately compensates the U.S. Treasury. & Transferability: The U.S. Treasury may transfer one-half of the CPP Warrants prior to the earlier of (a) December 31, 2009, and (b) the date on which the institution has received aggregate gross proceeds of not less than 100% of the issue price of the CPP Preferred Shares from one or more equity offerings. The institution is required to file shelf registration statement covering the CPP Warrants and the common stock underlying the CPP Warrants and grant the U.S. Treasury piggyback registration rights for the CPP Warrants and the common stock underlying the CPP Warrants. One should value the TARP investment as two securities. For the CPP Preferred Shares, one needs to determine the market yield on the preferred stock to determine the current cost of capital, not on the embedded cost of the preferred, as the preferred shares are fully transferable (and their market value will reflect the market yield), and if the institution decides to redeem the CPP Preferred Shares, it will be required to pay market yields. For the CPP Warrants, one needs to value the warrants using one or more option pricing models. The dividend restrictions while the CPP Preferred Shares are outstanding will affect the market value of the other outstanding preferred stock and the common stock. Among the large bank holding companies that received investments under the CPP, eight large banks repurchased their warrants in August 2009. Warrants issued in conjunction with the CPP Preferred Shares for Capital One Financial and JPMorgan Chase common shares were auctioned off in December 2009. The JPMorgan Chase auction was the largest warrant auction in U.S. history. The E1C06 08/26/2010 Page 80 80 COST OF CAPITAL BASICS expiration dates are longer than other listed warrants. Based on the prices received and the resulting implied volatility, it appears that investors either expected lower volatility than the implied volatility embedded in other warrants or were willing to purchase the warrants only at a significant discount to the expected volatility.29 EMPLOYEE STOCK OPTIONS Employee stock options are equity. Outstanding employee stock options will generate capital for the company once they are exercised; they represent a part of the equity capital of the company. Issuing employee stock options is a company expense, and the income statement should reflect the cost of issuing options to employees. Employee stock options are part of the cost of attracting and retaining employees. If a business has and expects to continue to issue employee stock options, they are part of the expected ongoing compensation expense.30 The topic of employee stock option valuation has received considerable attention since the Financial Accounting Standards Board proposed and later adopted the requirement to expense employee stock options.31 Valuation models have been proposed—binomial lattice models, modified Black-Scholes models, and so on—to incorporate the nuances of valuing employee stock options compared with traded options.32 Finally, integral to pricing options is forecasting volatilities of the common stock on which the option pricing models depend.33 COMMON EQUITY CAPITAL Part II of this book is devoted to estimating the cost of common equity capital. Unlike yield to maturity on debt or yield on preferred equity, the cost of common equity for specific companies or risk categories cannot be directly observed in the market. The cost of equity capital is the expected rate of return needed to induce investors to place funds in a particular equity investment. As with the returns on bonds or preferred stock, the returns on common equity have two components: 1. Dividends or distributions 2. Changes in market value (capital gains or losses) 29 Linus Wilson, ‘‘The Biggest Warrant Auction in U.S. History,’’ Working paper, December 20, 2009. Available at http://ssrn.com/abstract=1521335. 30 See, e.g., Aswath Damodaran, Damodaran on Valuation, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2006), 72; and Investment Valuation, 2nd ed., 440–450. 31 See, e.g., Mark H. Lang, ‘‘Employee Stock Options and Equity Valuation,’’ Research Foundation of CFA Monograph, July 2, 2004. 32 Jak9sa Cvitanic, Zvi Wiener, and Fernando Zapatero, ‘‘Analytic Pricing of Employee Stock Options,’’ Working paper, July 19, 2006. Available at http://ssrn.com/abstract¼612881. 33 George J. Jiang and Yisong S. Tian, ‘‘Volatility Forecasting and the Expensing of Stock Options,’’ Working paper, March 14, 2006. E1C06 08/26/2010 Page 81 Cost Components of a Business’s Capital Structure 81 Because the cost of capital is a forward-looking concept, and because these expectations regarding amounts of return cannot be directly observed, they must be estimated from current and past market evidence. Analysts primarily use theoretically based methods of estimating the cost of equity capital from market data, each with variations: & & & & & & Build-up methods (Chapter 7) Capital asset pricing model (Chapter 8) Fama-French three-factor model (Chapter 17) Arbitrage pricing theory (Chapter 17) Market-derived capital pricing model (Chapter 17) Yield-spread model (Chapter 17) Or they derive an implied cost of equity capital from the current market price of the common stock (for public companies) (Chapter 17). OBLIGATIONS THAT ARE SUBTRACTED IN A VALUATION In performing a valuation as of a specific date, one typically subtracts certain obligations that appear on (or off) the subject company balance sheet that are not considered part of the ongoing capital structure. Examples include postretirement obligations and contingent liabilities. These types of obligations are not typically considered providing an ongoing source of capital to the company. But these sorts of liabilities need to be considered in the debt rating of the outstanding debt of the subject company and the equity risk as of the valuation date of the subject company. Postretirement Obligations Unfunded liabilities relating to defined benefit pension plans and retiree medical plans are debtlike in nature.34 Employees become the equivalent of creditors of the business because they accepted a portion of their compensation as these deferred benefits. Defined benefit plans differ from defined contribution plans, which are funded on a current basis, because with the latter the sponsor company does not bear the risk of ongoing performance of the assets set aside to fund the obligations. Because of the assumptions necessary for their measurement, one must be cognizant of the relatively uncertain nature of accounting for postretirement obligations. When assessing assumptions, one can focus on differences among companies’ disclosures. The analysis requires that you compare the current value of the business’s plan assets to the projected benefit obligation for pensions (PBO) and the accumulated postretirement benefit obligations for retiree medical obligations (APBO). The PBO may understate the true economic liability because it does not take into account future benefit improvements, even if probable, unless provided for in the current 34 This section is drawn from Standard & Poor’s Corporate Credit Criteria 2006 (New York: McGraw-Hill, 2006): 96–111. E1C06 08/26/2010 Page 82 82 COST OF CAPITAL BASICS labor agreement. The PBO may differ from the accumulated benefit obligation (ABO), which is a measure of the present value of all the benefits earned to date. It approximates the value of the benefits if the business were to terminate the plan (similar to a ‘‘shutdown’’ scenario). The PBO also accounts for the effect of salary and wage increases on benefit payouts that are linked to future compensation amounts by formula. The PBO measures the pension promise at the amount that will ultimately be settled as the business continues (a ‘‘going concern’’ scenario). Under ASC 715,35 PBO is the basis for expense recognition, but ABO serves as a basis for balance sheet recognition of the accumulated but unfunded liability. PBO, though, is the better measure of the true economic liability. Standard & Poor’s Ratings Services considers that: Companies with the same funding ratios in their benefit plans do not, however, necessarily bear the same risks related to their plans. The size of the gross liability is also important because, where the gross liability is large relative to the company’s assets, any given percentage change in the liability or related plan assets will have a much more significant effect than if the gross liability had been less substantial.36 EXHIBIT 6.6 Example of Adjustment to Debt Due to Unfunded PBO Capitalization Adjustments XYZ Co. Debt totals $1.0 billion and equity $600 million at Dec. 31, 200X. Tax rate: 33-1/3%. Projected benefits obligation (PBO) exceeds fair value of plan assets by $1.1 billion at yearend 200X, up from $700 million at the previous year-end. Change in benefits obligation (Mil. $) PBO, beginning of year Current service cost Interest cost (7% 2,000) Actuarial adjustments Benefits paid PBO, end of year Change in plan assets Fair value of plan assets, beginning of year Actual return on plan assets Benefits paid Fair value of plan assets, end of year Unfunded PBO 2,000.0 60.0 140.0 100.0 300.0 2,000.0 1,300.0 100.0 300.0 900.0 1,100.0 Source: Standard & Poor’s RatingsDirect on the Global Credit Portal: Postretirement Obligations (New York: Standard & Poor’s, a division of McGraw-Hill Companies, Inc.) copyright # 2009: 13–14. Used with permission. All rights reserved. 35 36 Prior to the Codification, FAS Statement No. 87, Employers’ Accounting for Pensions. This section is drawn from Standard & Poor’s Corporate Credit Criteria 2006 (New York: McGraw-Hill, 2006): 98. E1C06 08/26/2010 Page 83 83 Cost Components of a Business’s Capital Structure EXHIBIT 6.6 (Continued) Assuming only $800 million of the $1.1 billion unfunded accumulated benefits obligation was recognized on the balance sheet at Dec. 31, 200X, adjusted debt leverage is computed as follows: Adjusted debt and debtlike liabilities ¼ Adjusted equity ¼ Adjusted debt and debtlike liabilities/total capitalization This compares with unadjusted total debt to capitalization of: Total debt þ [(1 tax rate) (unfunded PBO)] Book equity [(1 tax rate) (unfunded PBO liability already recognized on balance sheet)] $1.0bil. þ (66 2/3% $1.1bil.) ¼ $1.733bil. $600 mil. [66 2/3% ($1.1bil. $800 mil.)] ¼ $400 mil. $1.733bil./($1.733bil. þ $400mil.) ¼ 81.2% $1.0bil./($1.0bil. þ $600mil.) ¼ 62.5% Source: Standard & Poor’s Global Credit Portal: Postretirement Obligations (New York: Standard & Poor’s, a division of McGraw-Hill Companies, Inc.) copyright # 2009: 14. Used with permission. All rights reserved. XYZ Co. operates in a country where benefits plans are prefunded and plan contributions are tax-deductible. Any intangible pension asset account relating to previous service cost would be eliminated against equity. This would also be tax-affected. Any adjustment made for unfunded pension liabilities, health care obligations, and other forms of deferred compensation are similar to debt but differ from debt instruments because the full amount of the expense incurred in meeting the obligations will result in tax deductions when made. This is equivalent to being able to expense both interest and principal of a debt obligation. Thus you need to factor in such benefit liabilities on an after-tax basis. Exhibit 6.6 displays an example of the adjustment to the debt because of unfunded PBOs. In Exhibit 6.6, the debt is increased by the amount of the unfunded projected benefit obligations, with the effect of a reduction to equity. This causes the capitalization to change (increase in debt to book value of equity) and the company’s debt rating is likely to decline, raising the cost of debt capital. Contingent Liabilities Liabilities for either current or prior period issues, such as potential judgments or settlements for ongoing litigation and proposed or potential adjustments to prior period income taxes, are real liabilities that should be subtracted from the overall business valuation as of the valuation date but are not considered part of the ongoing capital structure of the subject entity. These potential liabilities must be considered, regardless of whether they are recorded on the balance sheet. E1C06 08/26/2010 Page 84 84 EXHIBIT 6.7 COST OF CAPITAL BASICS Capital Structure Components Short-term notes Long-term debt Capital leases Operating leases Off–balance sheet financing Preferred equity Common equity Additional paid-in capital Retained earnings Employee stock options Warrants Not technically part of the capital structure, but may be included in many cases, especially if being used as if long term (e.g., officer loans) YES (including current portion) Normally YES Normally YES Normally YES YES YES—all part of common equity YES—all part of common equity YES—all part of common equity YES—all part of common equity YES—all part of common equity SUMMARY The typical components of a business’s capital structure are summarized in Exhibit 6.7. In addition to the straight debt, preferred equity, and common equity shown, some companies have hybrid securities, such as convertible debt or preferred stock and options or warrants. The cost of debt and preferred capital should reflect the expected costs of raising future debt capital and preferred capital from external capital sources. These costs, commonly termed flotation or transaction costs, reduce the actual proceeds received by the firm. Some of these are direct out-of-pocket outlays, such as fees paid to underwriters, legal expenses, and prospectus preparation costs. Because of this reduction in proceeds, the business’s required returns must be greater to compensate for the additional costs. Flotation costs can be accounted for either by amortizing the cost, thus reducing the net cash flow to discount, or by incorporating the cost into the cost of capital. Since flotation costs typically are not applied to operating cash flow, they must be incorporated into the cost of debt and preferred capital. The greater the size of the expected debt and preferred stock offerings, the lower the flotation cost relative to the size of the offering. Chapter 18 explains how to combine the costs of each of these components to derive a business’s overall cost of capital, the weighted average cost of capital. Whereas this chapter has addressed briefly the cost of each component, Part II focuses primarily on the many ways to estimate the cost of equity capital. E1C07 08/26/2010 Page 85 PART Two Estimating the Cost of Equity Capital and the Overall Cost of Capital E1C07 08/26/2010 Page 86 E1C07 08/26/2010 Page 87 CHAPTER 7 Build-up Method Introduction Formula for Estimating the Cost of Equity Capital by the Build-up Method Risk-free Rate Risk-free Rate Represented by U.S. Government Securities Components of the Risk-free Rate Why Only Three Specific Maturities? Selecting the Best Risk-free Maturity Equity Risk Premium Size Premium Company-specific Risk Premium Size Smaller than the Smallest Size Premium Group Incorporating an Industry Risk Factor into the Build-up Method Volatility of Returns Leverage Other Company-specific Factors Example of the Build-up Method Using Morningstar Data Example of the Build-up Method Using Duff & Phelps Size Study Data Summary INTRODUCTION Previous chapters discussed the cost of capital in terms of its two major components, a risk-free rate and a risk premium. This chapter examines these components in general, dividing the equity risk premium into three principal subcomponents. The typical build-up model for estimating the cost of common equity capital has two primary components, with three subcomponents: 1. A risk-free rate 2. A premium for risk, including any or all of these subcomponents: The authors want to thank David Turney of Duff & Phelps LLC for preparing materials for this chapter. 87 E1C07 08/26/2010 Page 88 88 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL & & & A general equity risk premium A small-company risk premium A company-specific risk premium In international investing, there may also be a country-specific risk premium, reflecting uncertainties owing to economic and political instability in the particular country to the extent that such instability is greater than in the United States. We discuss the cost of capital in developing economies in Chapter 19. FORMULA FOR ESTIMATING THE COST OF EQUITY CAPITAL BY THE BUILD-UP METHOD Stating the preceding concept in a formula, the cost of equity capital can be estimated by the build-up method as: (Formula 7.1) EðRi Þ ¼ Rf þ RPm þ RPs RPu where: E(Ri) ¼ Expected (market required) rate of return on security i Rf ¼ Rate of return available on a risk-free security as of the valuation date RPm ¼ General expected equity risk premium (ERP) for the ‘‘market’’ RPs ¼ Risk premium for smaller size RPu ¼ Risk premium attributable to the specific company or to the industry (the u stands for unsystematic risk, as defined in Chapter 5) After discussing how to develop each of these four components, we will substitute some risk premium rates into the formula to reach an estimated cost of equity capital for a sample company. An additional possible component, industry risk, is discussed in a later section in this chapter. Risk-free Rate A risk-free rate is the return available, as of the valuation date, on a security that the market generally regards as free of the risk of default. Risk-free Rate Represented by U.S. Government Securities In the build-up method (as well as in other methods), analysts typically use the yield to maturity on U.S. government securities, as of the valuation date, as the risk-free rate. They generally choose U.S. government obligations of one of these maturities to match the expected timing of cash flows: & & & 30 days 5 years 20 years E1C07 08/26/2010 Page 89 Build-up Method 89 Sources for yields to maturity for maturities of any length as of any valuation date can be found in the daily financial press. (When it is not possible to find yields on U.S. government obligations that closely match the expected timing of investment cash flows, choose the U.S. government obligation that most closely matches the expected timing of investment cash flows.) To obtain a yield on long-term U.S. government bonds—for example, a 20-year yield, which is commonly used as the default long-term U.S. government bond— most analysts go to the financial press (e.g., the Wall Street Journal or the New York Times) as of the valuation date and find the yield on a bond originally issued for 30 years with approximately 20 years left to maturity. The Federal Reserve Statistical Release tracks 20-year yields. (The link to its web site is http://federalreserve.gov/ releases/h15.) The St. Louis branch of the Federal Reserve Bank also tracks 20-year yields. (The link to its web site is http://research.stlouisfed.org/fred2/series/GS20.) Alternatively, you can use the returns on zero-coupon government STRIPS.1 Please keep in mind that because long-term U.S. government bonds make interim interest payments, their duration is less than their stated maturity. See Chapter 6 for a discussion of duration. Components of the Risk-free Rate The so-called risk-free rate reflects three components: 1. Rental rate. A real return for lending the funds over the investment period, thus forgoing consumption for which the funds otherwise could be used. 2. Inflation. The expected rate of inflation over the term of the risk-free investment. 3. Maturity risk or investment rate risk. As discussed in Chapter 5, the risk that the investment’s principal market value will rise or fall during the period to maturity as a function of changes in the general level of interest rates. All three of these economic factors are embedded in the yield to maturity for any given maturity length. However, it is not possible to observe the market consensus about how much of the yield for any given maturity is attributable to these factors (with the exception of expected inflation, which can be estimated based on Treasury inflation-protected securities [TIPS]). It is important to note that this basic risk-free rate includes inflation. Therefore, when this rate is used to estimate a cost of capital to discount expected future net cash flows, those future net cash flows also should reflect the expected effect of inflation. In the economic sense of nominal versus real dollars, we are building a cost of capital in nominal terms, and it should be used to discount expected returns that also are expressed in nominal terms. One can estimate the long-term overall economic inflation forecast embedded in the risk-free rate by taking the difference in yield between the risk-free security and the yield on TIPS. While this long-term estimated inflation rate provides an overall 1 STRIPS stands for ‘‘Separate Trading of Registered Interest and Principal of Securities.’’ STRIPS allow investors to hold and trade the individual components of U.S. government bonds and notes as separate securities. See, e.g., Brian P. Sack, ‘‘Using Treasury STRIPS to Measure the Yield Curve,’’ FEDS Working Paper No. 2000-42, October 2000. Available at http://ssrn.com/ abstract=249286. E1C07 08/26/2010 Page 90 90 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL estimate, it is not necessarily equal to the estimated rate of inflation in the net cash flows, which probably will vary year to year and will be specific to the circumstances of the subject company. W h y O n l y T h r e e S p e c i fi c M a t u r i t i e s ? The risk-free rate typically is chosen from one of only three specific maturities because the build-up model incorporates a general equity risk premium often partially based on historical data developed by Morningstar. Morningstar data provides short-term, intermediate-term, and long-term historical risk premium series, based on data corresponding to the aforementioned three maturities. Twenty years is the longest maturity because Morningstar’s data goes back to 1926, and 20 years was the longest U.S. government obligation issued during the earlier years of that time period. Data in the Duff & Phelps Studies can be used as an alternative to Morningstar data in the build-up method. The risk premiums for the build-up method in the Duff & Phelps Studies combine a general equity risk premium and size premium in one number, measured in terms of a premium over long-term (20-year) U.S. government bonds. Selecting the Best Risk-Free Maturity In valuing going-concern businesses and long-term investments made by businesses, practitioners generally use long-term U.S. government bonds as the risk-free security and estimate the equity risk premium (ERP or notationally RPm) in relation to longterm U.S. government bonds. This convention represents a realistic, simplifying assumption. Most business investments have long durations and suffer from a reinvestment risk comparable to that of long-term U.S. government bonds. As such, the use of long-term U.S. government bonds and an ERP estimated relative to longterm bonds more closely matches the investment horizon and risks confronting business managers making capital allocation decisions and valuators in applying valuation methods. Many financial analysts today use the 20-year U.S. government bond yield to maturity as of the effective date of valuation because: & & & & It most closely matches the often-assumed perpetual lifetime horizon of an equity investment. The longest-term yields to maturity fluctuate considerably less than short-term rates and thus are less likely to introduce unwarranted short-term distortions into the actual cost of capital. People generally are willing to recognize and accept that the maturity risk is embedded in this base, or otherwise risk-free, rate. It matches the longest-term bond over which the equity risk premium is measured in the Morningstar data series. Analysts using the Morningstar data series generally use 20-year U.S. government bond yields as their risk-free rate. Some analysts use either a 10-year or a 30-year yield, but as a practical matter, it usually does not differ greatly from the 20-year yield. Exhibit 7.1 summarizes the E1C07 08/26/2010 Page 91 91 Build-up Method EXHIBIT 7.1 Yields on 10-Year, 20-Year, and 30-Year U.S. Government Bonds Yields Period 9/30/2009 8/31/2009 7/31/2009 6/30/2009 5/31/2009 4/30/2009 3/31/2009 2/28/2009 1/31/2009 12/31/2008 11/30/2008 10/31/2008 9/30/2008 8/31/2008 7/31/2008 6/30/2008 5/31/2008 4/30/2008 3/31/2008 2/29/2008 1/31/2008 12/31/2007 12/31/2006 12/31/2005 12/31/2004 12/31/2003 12/31/2002 12/31/2001 12/31/2000 10-Year 20-Year 30-Year 3.4 3.6 3.6 3.7 3.3 2.9 2.8 2.9 2.5 2.4 3.5 3.8 3.7 3.9 4.0 4.1 3.9 3.7 3.5 3.7 3.7 4.1 4.6 4.3 4.3 4.3 4.0 5.1 5.2 4.0 4.2 4.3 4.3 4.3 4.1 3.6 4.0 3.9 3.0 3.7 4.8 4.4 4.5 4.7 4.6 4.8 4.6 4.3 4.4 4.4 4.5 4.9 4.6 4.8 5.1 4.8 5.8 5.6 4.2 4.4 4.4 4.5 4.2 3.8 3.6 3.6 3.1 2.9 4.0 4.2 4.3 n/a 4.6 4.7 4.6 4.4 4.4 4.5 4.3 4.5 4.7 n/a n/a n/a n/a 5.5 5.4 yields on 10-year, 20-year, and 30-year U.S. government bonds since year-end 2000 and monthly data for 2008 and 2009 through September. Although the use of the 20-year U.S. government bond has historically been the most widely used estimate of the risk-free rate, the assumption that this rate was the best estimate of the risk-free rate began to change beginning in September 2008, as the financial crisis started to unfold. Long-term U.S. government bond yields, the typical benchmark used in cost of equity capital models, became abnormally low for several months, resulting in unreasonably low estimates of the cost of equity capital (if the analyst used historical realized risk premiums as an estimated equity risk premium) as of the important valuation date, December 31, 2008.2 Most analysts would agree that the world economies were (and may still be, as of the date of this 2 Roger J. Grabowski, ‘‘Cost of Capital Estimation in the Current Distressed Environment,’’ Journal of Applied Research in Accounting and Finance (July 2009): 31–40. E1C07 08/26/2010 Page 92 92 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL writing) in crisis. Financial crises are often accompanied by a flight to quality, such that the nominal returns on ‘‘risk-free’’ securities fall dramatically for reasons other than inflation expectations and thus, without adjustment, become less reliable as the best indicator of the risk-free rate. Recent macroeconomic research suggests that short-term inflation expectations remain fairly stable, and therefore the dramatic decline in the government bond yields in November and December 2008 was probably not due to expected declines in expected long-term inflation.3 In fact, long-term (10year horizon) Consumer Price Index (CPI) expectations continued to be at 2.5% at the end of 2008.4 Although short-term inflation expectations had decreased,5 many commentators were warning that long-term inflation would increase, not decrease, given the projected U.S. budget deficit. Based on surveys of professional forecasters, yields on long-term U.S. government bonds were also expected to increase. Since the bottom at December 31, 2008, yields on 20-year (constant maturity) U.S. government bonds have increased. For example, as of September 30, 2009, the yield had increased to 4.1%. It appears that the flight to quality that drove yields on U.S. government bonds to unreasonably low levels as of December 2008 has eased, and yields on U.S. government bonds appear to have returned to more normalized levels. According to Federal Reserve Chairman Bernanke in his prepared testimony to the U.S. House of Representatives Budget Committee on June 3, 2009, regarding recent increases in yields on longer-term government bonds and fixed-rate mortgages: These increases appear to reflect concerns about large federal deficits but also other causes, including greater optimism about the economic outlook, a reversal of flight-to-quality flows, and technical factors related to the hedging of mortgage holdings. Further evidence of the flight to quality and its impact on U.S. government interest rates was the implied forward volatility (based on options on exchange traded funds or ETFs) on 20-year U.S. government bonds in November and December of 2008. The volatility had increased significantly (to approximately double the implied forward volatility in earlier months6), suggesting that the market was uncertain that the lower yields (and correspondingly higher prices) in November and December of 2008 were sustainable. (See Exhibit 7.2.) By September 2009, the implied forward volatility had decreased but was still approximately 12% greater than the average for months leading up to the November–December flight to quality. 3 V. V. Chari, Lawrence Christiano, and Patrick J. Kehoe, ‘‘Facts and Myths about the Financial Crisis of 2008,’’ Federal Reserve Bank of Minneapolis Research Department, Working paper 666, October 2008. Available at http://www.minneapolisfed.org/research/wp/wp666.pdf. 4 ‘‘Survey of Professional Forecasters: Fourth Quarter 2008,’’ Federal Reserve Bank of Philadelphia (November 17, 2008); ‘‘The Livingston Survey: December 2008,’’ Federal Reserve Bank of Philadelphia (December 9, 2008). 5 ‘‘The Livingston Survey: June 2009,’’ Federal Reserve Bank of Philadelphia (June 9, 2009): 1. 6 Implied volatility for three-month options on iShares Lehman 20+year Treasury Bonds averaged 31.5% in November and December 2008, compared with an average of 15.0% during the first 10 months of 2008. The implied volatility was nearly 16.8% in September 2009. E1C07 08/26/2010 Page 93 93 Build-up Method EXHIBIT 7.2 Implied Volatility Ticker: Description: SPY S&P 500 ETF TLT iShares Lehman 20þ Year Treasury Bond Implied Volatility As of: 12/31/2005 12/31/2006 12/31/2007 1/31/2008 2/29/2008 3/31/2008 4/30/2008 5/31/2008 6/30/2008 7/31/2008 8/31/2008 9/30/2008 10/31/2008 11/30/2008 12/31/2008 1/31/2009 2/28/2009 3/31/2009 4/30/2009 5/29/2009 6/30/2009 7/31/2009 8/31/2009 9/30/2009 (1) (2) (1) 30 Day 10.765 10.255 21.525 26.121 24.581 25.037 19.403 15.929 22.804 22.058 19.111 39.166 52.078 51.756 36.267 39.630 40.919 39.529 33.320 26.759 23.937 22.761 22.698 22.628 3 Month Implied Volatility (2) 12.655 11.023 22.604 23.983 24.925 24.590 19.977 18.885 22.508 21.838 21.246 31.297 46.356 48.393 37.567 38.683 39.475 39.385 33.163 28.109 25.276 24.480 25.424 23.015 30 Day (1) 8.700 7.490 14.952 17.578 17.807 16.846 12.954 13.081 11.516 11.085 10.759 18.686 16.809 28.837 31.332 26.101 25.140 17.989 19.808 22.022 18.966 16.897 16.109 15.859 3 Month(2) 9.239 8.079 14.356 16.294 17.305 17.239 13.341 14.165 12.966 12.316 12.133 16.118 18.464 31.087 31.213 25.258 25.410 19.401 19.875 21.802 19.452 17.803 17.259 16.793 30 Day Implied Volatility. 3 Month Implied Volatility. Source: Bloomberg. Compiled by Duff & Phelps LLC. Used with permission. All rights reserved. In summary, the evidence suggests that the yield on U.S. government bonds represented an aberration as of December 31, 2008, overly influenced temporarily by the flight to quality. In the examples in this book, we have chosen to use 4.5% as the yield on U.S. 20-year government bonds as of December 31, 2008, as a proxy for a more normalized risk-free rate of return. Other authors may offer alternative views to this approach, but that is the convention we have adopted, and we believe it is well supported by the evidence.7 More recently U.S. government bond yields have returned to more normal levels, though there is some evidence that these yields may still be artificially low even as of September 30, 2009. 7 Aswath Damodaran, ‘‘What Is the Riskfree Rate? A Search for the Basic Building Block,’’ Stern School of Business Working paper, December 2008. Available at http://ssrn.com/ abstract=1317436. E1C07 08/26/2010 Page 94 94 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Sometimes analysts select a five-year rate to match the perceived investment horizon for the subject equity investment. The 30-day rate is the purest risk-free base rate because it contains virtually no maturity risk. If inflation is high, it does reflect the inflation component (particularly during periods of high inflation), but it contains little compensation for inflation uncertainty. While there may be advantages to using these U.S. government securities to obtain the risk-free rate, for reasons already discussed, we prefer using the 20-year U.S. Treasury bond yield. EQUITY RISK PREMIUM For an equity investment, the return on the investment that the investor will (or has the opportunity to) realize usually has two components: 1. Distributions during the holding period (e.g., dividends or distributions). 2. The capital gain or loss in the value of the investment. (For an active public security, the gain or loss is considered part of the return, whether the investor chooses to realize it or not, because the investor has that choice at any time.) Obviously, these expected returns on equities are much less certain (or riskier) than the interest and maturity payments on U.S. government obligations. This difference in risk is well documented by much higher standard deviations (year-to-year volatility) in returns on the stock market compared with the standard deviation of yearto-year returns on U.S. government obligations. To accept this greater risk, investors demand higher expected returns for investing in equities than for investing in U.S. government obligations. As discussed earlier, this differential in expected return on the broad stock market over U.S. government obligations (sometimes referred to as the excess return, but not to be confused with the excess earnings method) is called the equity risk premium (ERP) or, interchangeably, market risk premium. See Chapter 9 for a complete discussion on estimating the equity risk premium, including difficulties in estimating the equity risk premium in the recent economic crisis. In the examples in this book, the authors have chosen to use an equity risk premium estimate of 6%. Other authors have offered alternative views to this approach, but that is the convention we have adopted, and we believe it is well supported by the evidence.8 SIZE PREMIUM The size premium is an addition to the generalized ERP, as the ERP estimates are based on expected returns for large company stocks (e.g., S&P 500). Studies have provided evidence that the degree of risk, and corresponding cost of capital, increase with the decreasing size of a company. The studies show that this addition to the realized market premium is over and above the amount that would be warranted solely for the smaller company’s market risk. Chapter 13 discusses the results of research on this phenomenon, as well as the data sources. Many practitioners use 8 Aswath Damodaran, ‘‘Equity Risk Premium (ERP): Determinants, Estimation and Implications—A Post-Crisis Update,’’ Stern School of Business Working paper, October 2009. Available at http://ssrn.com/abstract=1492717. E1C07 08/26/2010 Page 95 95 Build-up Method the small-company premium in the build-up method (difference between the realized returns on small company stocks and large company stocks). COMPANY-SPECIFIC RISK PREMIUM The company-specific risk premium is also an addition to the generalized ERP. To the extent that the subject company’s risk characteristics are greater or less than the typical risk characteristics of the guideline public companies from which the equity risk premium and the size premium were drawn, a further adjustment may be necessary to estimate the cost of capital for a specific company. Such an adjustment may be based on (but not necessarily limited to) analysis of the following factors: 1. 2. 3. 4. 5. Size smaller than the smallest size premium group Industry risk Volatility of returns Leverage Other company-specific factors Size Smaller than the Smallest Size Premium Group For example, as will be seen in Exhibits 13.7 and 13.8 from the Duff & Phelps studies, the smallest size group for which Duff & Phelps calculates an equity risk premium has an average of $111 million in market value of equity, $112 million in sales, and so forth. If the subject company is smaller than these averages, most observers believe that a further size premium adjustment is warranted, but there have not yet been adequate empirical studies to quantify this adjustment. The Duff & Phelps studies do provide regressions of the observed relationships between size and returns for use in extrapolating the ERP to smaller firms. Alternatively, a conservative approach may be appropriate, perhaps adding 100 to 200 basis points to the discount rate for a significantly smaller company and leaving any greater adjustments to be attributed to other specifically identifiable risk factors. Incorporating an Industry Risk Factor into the Build-up Method The Ibbotson (R) Stocks, Bonds, Bills, and Inflation (R) (SBBI (R)) Valuation Edition 2006 Yearbook and subsequent editions present an expanded alternative buildup model that includes a separate variable for the industry risk premium. This model is shown in Formula 7.2. (Formula 7.2) EðRi Þ ¼ Rf þ RPm þ RPs RPi RPu where: E(Ri) ¼ Expected rate of return Rf ¼ Risk-free rate of return RPm ¼ Equity risk premium (market risk) RPs ¼ Size premium RPi ¼ Industry risk premium RPu ¼ Company-specific risk premium (unsystematic risk) E1C07 08/26/2010 Page 96 96 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL The industry in which the subject company operates may have more or less risk than the average of other companies in the same size category. This differential is very hard to quantify in the build-up model. However, if the company is obviously in a very low-risk industry (e.g., water distribution) or a very high-risk industry (e.g., airlines), a 100 to 200 basis point adjustment, either downward or upward, for this factor may be warranted. In an attempt to make the build-up method more closely approximate the capital asset pricing method (CAPM), Morningstar since 2000 has published industry risk adjustment factors (see Chapter 15). These ‘‘industries’’ are based on Standard Industrial Classification (SIC) codes. The industry premia were adjusted quarterly through 2007 and are now adjusted twice each year. Each company’s contribution to the adjustment shown is based on a full-information beta (see Chapter 10). Morningstar calculates each company’s contribution to the full-information beta based on the segment sales reported in the company’s 10-K for that SIC code. A listing of each company included in each industry is available for downloading free from the Morningstar web site: www.global.morningstar.com/us/ IRPCompanyList. These industry adjustments are valid only to the extent that the subject company’s risk characteristics are similar to the weighted average of the companies that make up the industry for the SIC code shown. Any analyst contemplating using the Morningstar industry adjustments in the build-up method should download the list of companies included in the industry and make a judgment as to whether the risk characteristics of the companies are substantially similar to the subject company to make the adjustment reliable. We believe it is better to have an industry risk factor based on fewer guideline companies that actually are closely comparable to the subject company than many guideline companies, a number of which are only remotely comparable to the subject company. To aid this judgment, the analyst is likely to need to go to the 10-K filings for the companies included. The description of the companies included gives the analyst a much better picture of the similarities of the subject to the companies included in the industry. Also, the segment information in the 10-K will show the proportionate contribution to earnings, which may be very different than the proportionate contribution to revenue. Our caution is to rely on segment profitability because stock returns are a function of profit, not revenue, and use of revenue segmenting may result in overweighting the low-profit segment. The SBBI formula for the RPi is as follows: (Formula 7.3) RPi ¼ ðFI-beta RPm Þ RPm where: RPi ¼ Industry risk premium FI-beta ¼ Full-information beta for industry RPm ¼ ERP estimate used in calculating RPi SBBI Valuation Edition Yearbook uses the long-term, realized risk premiums measured from 1926 through the most recent period. For example, as of the end of 2008, the realized risk premium equaled 6.5%. If one is going to use the RPi in E1C07 08/26/2010 Page 97 Build-up Method 97 conjunction with their own estimated ERP, one needs to adjust the RPi for the differences in the estimated equity premium. For example, assume that the subject RPi from the SBBI Valuation Edition equaled 0.57 percent,9 and assume that your current estimate of the ERP was 6.00% instead of the average realized risk premium of 6.50% for 1926–2008. We can then determine an RPi for that SIC code consistent with the ERP of 6.00% as follows: (Formula 7.4) New RPi ¼ SBBI RPi ðNew ERP estimate=SBBI historical risk premium estimateÞ 0:53% ¼ 0:57% ð6:0%=6:5%Þ Volatility of Returns High volatility of returns (usually measured by the standard deviation of historical returns over some period) is another risk factor. However, without comparable data for the average of the other companies in the size category and/or industry, it is not possible to make a quantified comparison. If the analyst perceives that the subject company’s returns are either unusually stable or unusually volatile compared with others in the size category and/or industry, some adjustment for this factor may be warranted. This would be a factor to consider as part of a company-specific risk premium. Leverage Leverage is clearly a factor that can be compared between the subject company and its peers. For example, Exhibit 13.7 categorizes companies based on the market value of equity for each size category. The smallest size category based on market capitalization averages $111 million in market value of equity with a market value capital structure of roughly 30% debt and 70% equity, at market value. When we examine other measures of size, such as number of employees, and then at the average capital structure within the different size categories, we find that the average capital structure is generally close to the average capital structure of roughly 30% debt and 70% equity. If the subject company’s capital structure is significantly different from the average, upward or downward adjustment to the cost of equity relative to the capital structure of the average company in a size category would seem warranted. For example, highly leveraged companies within a size category should have higher equity costs of capital compared with companies with lower debt levels, all else being equal. Similarly, a decrease in the cost of capital might be warranted if the subject company’s capital structure has little or no debt. We discuss the risks of leverage in the capital structure in Chapter 18. 9 ‘‘SIC code 58, Eating and Drinking Places,’’ SBBI Valuation Edition 2009 Yearbook (Chicago: Morningstar, 2009), 40. E1C07 08/26/2010 Page 98 98 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL O t h e r C o m p a n y - s p e c i fi c F a c t o r s Other factors specific to a particular company that affect risk could include, for example: & & & & & & & & & Concentration of customer base Key person dependence Key supplier dependence Abnormal present or pending competition Pending regulatory changes Pending litigation Abnormal volatility of returns Strengths or weaknesses of company management A variety of other possible specific factors Because the size premium already captures some of these listed factors, the analyst should exercise care in making any additional adjustments to avoid doublecounting. Adjustments may be appropriate for companies with unusual, unique risk factors. Further, keep in mind that just because the guideline public companies to which the analyst is comparing the subject company are public companies does not mean that the smaller guideline companies do not share some of the same companyspecific risk factors as the subject company. In such cases, the risk characteristics may already reflect some of these factors. The analyst should carefully read the public filings and, if available, investment analyst reports for the guideline public companies to understand their risks and determine whether these companies share similar risks to the company being valued. As analysts often rely on summarized databases to obtain information on guideline public companies, there is limited opportunity to assess whether a particular guideline company has a similar risk profile to the company being valued. Therefore, to more accurately gauge comparability of risks, one should carefully study each guideline company’s public filings, including a review of management commentaries and risk factors. Unfortunately, despite the widespread use by analysts and appraisers of a company-specific risk premium in a build-up (or CAPM) model, there is only limited academic research on quantification of any company-specific risk premiums, and the company-specific risk premium generally remains in the realm of the analyst’s judgment. We discuss the research in Chapter 15. EXAMPLE OF THE BUILD-UP METHOD USING MORNINGSTAR DATA Now that we have discussed the factors comprising the build-up model, we can substitute some numbers into the formula. In the first example, we calculate the cost of equity capital using the build-up method for Shannon’s Bull Market (SBM), a closely held, regional steakhouse chain with excellent food and drink that is noted for its friendly service. To illustrate the use of the model, we first make five assumptions, which follow. We use Morningstar data and apply that data to Formula 7.2: EðRi Þ ¼ Rf þ RPm þ RPs RPi RPu E1C07 08/26/2010 Page 99 99 Build-up Method 1. Risk-free rate. We will use the proxy for the normalized 20-year U.S. government bond, which at the valuation date of December 31, 2009, was 4.5%. 2. Equity risk premium. We will use the results of the research on the expected ERP discussed in Chapter 9 and use an RPm estimate of 6.0%. 3. Size premium. The SBBI Valuation Edition 2009 Yearbook shows that the size premium for the tenth decile—smallest 10% of New York Stock Exchange (NYSE) stocks with American Stock Exchange (AMEX) and NASDAQ Stock Market (NASDAQ) stocks included—over and above the return estimated by CAPM is 5.81%.10 4. Industry adjustment factor. SBM is in the SIC code 58, Eating and Drinking Places. The industry risk premium for that industry, developed using the fullinformation beta with contributions to that beta from 63 companies, is 0.57%, which was adjusted to 0.53% using Formula 7.4 for ERP estimate of 6.0%. 5. Company-specific risk premium. SBM is considerably smaller than the average of the smallest 10% of NYSE stocks, and our analyst perceives that the restaurant industry is riskier than the average for the companies included in the subject company industry adjustment factor. SBM has one key manager, Shannon, and is heavily leveraged. Although the assessment is subjective, our analyst recommends adding a company-specific risk factor of 3.0% because of risk factors identified as unique to this company. Substituting the preceding information in Formula 7.2 we have: (Formula 7.5) EðRi Þ ¼ 4:5% þ 6:0% þ 5:81% þ ð0:53%Þ þ 3:0% ¼ 18:78% ðrounded to 19%Þ The indicated cost of equity capital for SBM is approximately 19%. Some analysts prefer to present these calculations in tabular form, as shown. Build-up Cost of Equity Capital for SBM Using Morningstar Data Risk-free rate Equity risk premium Size premium Industry risk premium Company-specific risk premium SBM indicated cost of equity capital 4.5% 6.0% 5.81% 0.53% 3.00% 19% (rounded) EXAMPLE OF THE BUILD-UP METHOD USING DUFF & PHELPS SIZE STUDY DATA As an alternative to Formula 7.2 for the build-up method, EðRi Þ ¼ Rf þ RPm þ RPs RPu , where a general risk premium is added for the ‘‘market’’ (equity risk premium) and a risk premium for small size to the risk-free rate, you can use the 10 Morningstar recommends using the size premium (return in excess of CAPM) analysis for both the build-up and CAPM cost of equity estimates. Some analysts use the small stock premium in this example instead. See Chapter 13 in this volume for more discussion. E1C07 08/26/2010 Page 100 100 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Duff & Phelps Risk Premium Report—Size Study to develop a risk premium for the subject company that measures risk in terms of the total effect of market risk and size. The formula then is modified to be: (Formula 7.6) EðRi Þ ¼ Rf þ RPmþs RPu where: E(Ri) ¼ Expected (market required) rate of return on security i Rf ¼ Rate of return available on a risk-free security as of the valuation date RPm+s ¼ Risk premium for the ‘‘market’’ plus risk premium for size RPu ¼ Risk premium attributable to the specific company or to the industry The Size Study sorts companies by eight size measures (see Chapter 13 for a list of the measures), breaking the NYSE universe of companies into 25 size-ranked categories or portfolios and adding AMEX and NASDAQ-listed companies to each category based on their respective size measures. We use four assumptions: 1. Risk-free rate. We will use the proxy for the normalized 20-year U.S. government bond, which, at the valuation date of December 31, 2009, was 4.5%. 2. Risk premium. The Size Study exhibits for the build-up method combine the equity risk premium and the size premium into a single premium. The Size Study indicates that the risk premiums for the smallest companies are as shown in the table from the smoothed average risk premium. We use only six of the eight size measures listed in the report because SBM is closely held, and two of the size measures are based on market capitalization. While these risk premiums are those published in the Size Study exhibits, one can adjust these premiums to better estimate the expected equity risk premium at the valuation date. This is explained in Chapter 13. Size as Measured by Book Value of Common Equity 5-Year Average Net Income Total Assets 5-Year Average EBITDA Sales Number of Employees Median Risk Premium Risk Premium 10.88% 11.74% 11.21% 11.42% 10.46% 10.64% 11.0% (rounded) 3. Industry adjustment factor. You might consider applying this adjustment as listed in the SBBI Yearbook since the Size Study contains no comparable data. The analyst will need to consider adjusting the ERP implicit in the industry adjustment factor (as explained earlier) or adjust the risk premiums for the analyst’s estimated ERP (as we explain in Chapter 15). SBM is in the SIC code 58, Eating and Drinking Places. The industry risk premiums for that industry were developed using the full-information beta with contributions to that beta from 63 companies and was E1C07 08/26/2010 Page 101 101 Build-up Method 0.57%, adjusted for the ERP estimate of 6.0% it equals –0.53% (Formula 7.4). For purposes of this example, we are including this risk adjustment and adding it as part of the company-specific risk premium. 4. Company-specific risk premium. SBM is considerably smaller than the average of the smallest 10% of NYSE stocks, and our analyst perceives that the subject company is riskier than the average for the companies included in the industry adjustment. Although the assessment is subjective, our analyst recommends adding a company-specific risk factor of 3.0% because of risk factors identified as unique to this company. Substituting the preceding information in Formula 7.6, we have Formula 7.7: (Formula 7.7) EðRi Þ ¼ 4:5% þ 11:0% þ ð0:53%Þ þ 3:0% ¼ 17:97% ðrounded to 18%Þ The indicated cost of capital for SBM is approximately 18%. Some analysts prefer to present these calculations in tabular form, as shown. Build-up Cost of Equity Capital for SBM Using Duff & Phelps Size Study Data Risk-free rate Risk premium (ERP plus size premium) Industry risk premium Company-specific premium SBM indicated cost of equity capital 4.5% 11.0% 0.53% 3.0% 18% (rounded) If we were using the CAPM (the subject of Chapter 8), a portion of the size premium and probably the entire industry portion of the specific risk premium would be captured in the beta, which is the difference between CAPM and the straight build-up method. Of course, if these build-up method figures were presented in a formal valuation report, each of the numbers in the calculation would be footnoted as to its source, and each would be supported by a narrative explanation. SUMMARY The build-up model for estimating the cost of equity capital has the following components: 1. 2. 3. 4. A risk-free rate A general equity risk premium (ERP) A size premium A company-specific risk adjustment (which can be either positive or negative, depending on the risk comparisons between the subject company and guideline companies from which the size premium was derived) 5. Possibly, an industry adjustment factor E1C07 08/26/2010 Page 102 102 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL These factors are summarized schematically in Exhibit 7.3. In a sense, the buildup method is a version of the CAPM without specifically incorporating systematic risk. EXHIBIT 7.3 Summary of Development of Equity Discount Rate Using Build-up Method Risk-free rate þ Equity risk premium þ Size premium þ/ Company-specific risk premium 20-year, 5-year, or 30-day Treasury yield as of valuation date Expected equity risk premium corresponding to risk-free rate Small stock premium or size premium (premium over return predicted by CAPM) Specific risk difference in subject company relative to guideline companies from which these data are drawn. The risk-free rate for 5-year and 20-year maturities actually has one element of risk: maturity risk (sometimes called interest rate or horizon risk), the risk that the value of the bond will fluctuate with changes in the general level of interest rates. E1C08 08/26/2010 Page 103 CHAPTER 8 Capital Asset Pricing Model Introduction Concept of Market or Systematic Risk Background of the Capital Asset Pricing Model Market or Systematic and Unique or Unsystematic Risks Using Beta to Estimate Expected Rate of Return Expanding CAPM to Incorporate Size Premium and Company-specific Risk Firm Size Phenomenon Company-specific Risk Factor Expanded CAPM Cost of Capital Formula Examples of a CAPM Model Example of CAPM Method Using Morningstar Data Example of a CAPM Method Using Duff & Phelps Size Study Data Assumptions Underlying the Capital Asset Pricing Model Summary INTRODUCTION The CAPM is the most widely used method for estimating the cost of equity capital. For example, one survey found that 75% of firms use the CAPM to estimate the cost of equity, 34% of firms use the CAPM with additional adjustment factors (with common adjustments being adding additional premiums for such added risks as the risks of operating in developing economies), 39% of firms use historical average returns (which in essence combines systematic and unique risk), and 16% of firms impute the cost of equity (see Chapter 17).1 The survey also found that many firms use multiple methods. As with any model, certain assumptions are made in developing CAPM, and those assumptions also represent limitations. Despite its limiting assumptions, CAPM helps explain the relationship of the risk among stocks and their expected returns. 1 John R. Graham and Campbell R. Harvey, ‘‘The Theory and Practice of Corporate Finance,’’ Journal of Financial Economics (May 2001): 187–243. 103 E1C08 08/26/2010 Page 104 104 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL CONCEPT OF MARKET OR SYSTEMATIC RISK For more than 30 years, financial theorists generally have favored using the CAPM as the preferred method to estimate the cost of equity capital. Despite its many criticisms, the CAPM is still one of the most widely used models for estimating the cost of equity capital, especially for larger companies.2 The primary difference between the CAPM and the build-up model presented in Chapter 7 is the introduction of market or systematic risk for a specific stock as a modifier to the general equity risk premium. Market risk is measured by a factor called beta. Beta measures the sensitivity of excess total returns (total returns over the risk-free rates of return) on any individual security or portfolio of securities to the total excess returns on some measure of the market, such as the Standard & Poor’s (S&P) 500 Index or the New York Stock Exchange (NYSE) Composite Index. Chapter 10 discusses methods for estimating beta. Beta is measured by reference to total stock returns, which have two components: 1. Dividends 2. Change in market price Because closely held companies, divisions, and reporting units have no market price, their betas cannot be measured directly. Thus, to use the CAPM to estimate the cost of capital for a closely held company, division, or reporting unit, it is necessary to estimate a proxy beta for that business. This usually is accomplished by using an average or median beta for the industry group or by selecting specific guideline public companies and using some composite, such as the average or median, of their betas. CAPM is one of several procedures to estimate the cost of equity capital. All other things being equal, the cost of capital for any given company at any given point in time, theoretically, is the same whether you arrive at it by CAPM, by the build-up method, or by some other model. The cost of equity capital does not change at a given point in time because of the method used to determine it. CAPM, however, generally requires public companies from which to develop a proxy beta. For some industries, especially those characterized by many small companies, public companies on which to base an estimate of beta simply do not exist. BACKGROUND OF THE CAPITAL ASSET PRICING MODEL The capital asset pricing model is part of a larger body of economic theory known as capital market theory (CMT). CMT also includes security analysis and portfolio management theory, a normative theory that describes how investors should behave in selecting common stocks for their portfolios, under a given set of assumptions. In contrast, the CAPM is a positive theory, meaning it describes the market 2 Chapter 8 draws heavily on Shannon P. Pratt, Valuing a Business: The Analysis and Appraisal of Closely Held Companies, 5th ed. (New York: McGraw-Hill, 2008). E1C08 08/26/2010 Page 105 Capital Asset Pricing Model 105 relationships that will result if investors behave in the manner prescribed by portfolio theory. The CAPM is a conceptual cornerstone of modern capital market theory. Its relevance to business valuations and capital budgeting is that businesses, business interests, and business investments are a subset of the investment opportunities available in the total capital market; thus, the determination of the prices of businesses theoretically should be subject to the same economic forces and relationships that determine the prices of other investment assets. MARKET OR SYSTEMATIC AND UNIQUE OR UNSYSTEMATIC RISKS In Chapter 5, we defined risk conceptually as the degree of uncertainty regarding the realization of future economic income. Capital market theory divides risk (other than maturity risk) into two components: market or systematic risk and unique or unsystematic risk. Stated in less technical terms, market risk or systematic risk (also known as undiversifiable risk) is the uncertainty of future returns owing to the sensitivity of the return on the subject investment to variability in the returns for a composite measure of marketable investments. Unique or unsystematic risk (also known as diversifiable risk, residual risk, or specific risk) is a function of the characteristics of the industry, the individual company, and the type of investment interest and is unrelated to variation of returns in the market as a whole. To the extent that the industry as a whole is sensitive to market movements, that portion of the industry’s risk would be captured in beta, the measure of market risk. Company-specific characteristics may include, for example, management’s ability to weather changing economic conditions, relations between labor and management, the possibility of strikes, the success or failure of a particular marketing program, or any other factor specific to the company. Total risk depends on both systematic and unsystematic factors. A fundamental assumption of the CAPM is that the risk premium portion of a security’s expected return is a function of that security’s market risk. That is because capital market theory assumes that investors hold, or have the ability to hold, common stocks in well-diversified portfolios. Under this assumption, investors will not require compensation (i.e., a higher return) for the unsystematic risk because they can easily diversify it away. Therefore, the only risk pertinent to a study of the pure capital asset pricing theory is market risk. As one well-known corporate finance text puts it: ‘‘[T]he crucial distinction between diversifiable and nondiversifiable risks . . . is the main idea underlying the capital asset pricing model.’’3 USING BETA TO ESTIMATE EXPECTED RATE OF RETURN CAPM assumes that a security’s equity risk premium (the required excess rate of return for a security over and above the risk-free rate) is a linear function of the 3 Richard A. Brealey, Stewart C. Myers, and Franklin Allen, Principles of Corporate Finance, 9th ed. (Boston: Irwin McGraw-Hill, 2008), 967. 08/26/2010 Page 106 106 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL security’s beta. This linear function is described in this univariate linear regression formula: (Formula 8.1) EðRi Þ ¼ Rf þ BðRPm Þ where: E(Ri) ¼ Expected return (cost of capital) for an individual security Rf ¼ Rate of return available on a risk-free security B ¼ Beta RPm ¼ Equity risk premium (ERP) for the market as a whole The preceding linear relationship is shown schematically in Exhibit 8.1, which presents the security market line (SML), a graphical presentation of the expected return-beta relationship. According to CAPM theory, if the combination of an analyst’s expected rate of return on a given security and its risk, as measured by beta, places it below the security market line, such as security X in Exhibit 8.1, the analyst would consider that security mispriced. It would be mispriced in the sense that the analyst’s expected E(Ri) Expected Rate of Return E1C08 Security Market Line 0.166 0.15 E(Rm) X 0.134 Rf 0.8 1.0 1.2 Beta EXHIBIT 8.1 Security Market Line E(Ri) ¼ Expected return for the individual security E(Rm) ¼ Expected return on the market Rf ¼ Risk-free rate available as of the valuation date In a market in perfect equilibrium, all securities would fall on the security market line. The security X is mispriced, as its expected rate of return is less than it should be based on the security market line. Source: Shannon P. Pratt, Valuing a Business: The Analysis and Appraisal of Closely Held Companies, 5th ed. (New York: The McGraw-Hill Companies, Inc., 2008). Reprinted with permission. All rights reserved. E1C08 08/26/2010 Page 107 107 Capital Asset Pricing Model return on that security is less than it would be if the security were correctly priced, assuming fully efficient capital markets. To put the security in equilibrium according to that analyst’s expectations, the price of the security must decline, allowing the rate of return to increase until it is just sufficient to compensate the investor for bearing the security’s risk. In theory, all common stocks in the market, in equilibrium, adjust in price until the consensus expected rate of return on each is sufficient to compensate investors for holding them. In that situation, the market risk/expected rate of return characteristics of all those securities will place them on the security market line. In theory, beta equals: (Formula 8.2) Bi ¼ where: covðRi ; Rm Þ varðRm Þ Bi ¼ Expected beta of the stock of company i Ri ¼ Return on stock i Rm ¼ Return on market portfolio Cov(Ri,Rm) ¼ Expected covariance between the excess return (Ri-Rf) on stock of company i and the excess market return (Rm-Rf) Var(Rm) ¼ Expected variance of excess return on the overall stock market Covariance measures the degree to which the return on a particular security and the overall market’s return move together. Covariance is not volatility. Covariance is a measure of the two variables’ tendency to vary in the same direction and in the same relative amounts. The excess returns on a stock exhibit positive covariance with the excess returns of the market if large values of one variable (excess returns on the subject stock) tend to be associated with large values of the other variable (excess returns of the market) or if small values of one variable (excess returns on the subject stock) tend to be associated with small values of the other (excess returns on the subject stock)— whether negative or positive. The excess returns on a stock exhibit negative covariance with the excess returns of the market if large values of one variable (excess returns on the subject stock) tend to be associated with small values of the other variable (excess returns of the market) or if small values of one variable (excess returns on the subject stock) tend to be associated with large values of the other (excess returns on the subject stock); negative covariance does not require that one value be negative while the other is positive. As Exhibit 8.1 shows, the beta for the market as a whole is 1.0. Therefore, from a numerical standpoint, beta has the following interpretations: Beta > 1:0 When excess market returns move up or down, the excess returns for the subject tend to move in the same direction and with greater magnitude. For example, for a stock with no dividend, if the market return in excess of the risk-free rate increases by 10%, the excess return of the subject (continued ) E1C08 08/26/2010 Page 108 108 Beta ¼ 1:0 Beta < 1:0 Negative beta (rare) ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL stock with a beta of 1.2 would be expected to increase by 12%. If the market return in excess of the risk-free rate is down 10%, the excess return of the subject stock would be expected to decline 12%. Many hightech companies are good examples of stocks with high betas. Fluctuations in rates of return for the subject stock tend to equal fluctuations in rates of return for the market. When excess market returns move up or down, excess returns for the subject tend to move up or down, but to a lesser extent. For example, for a stock with no dividend, if the market return in excess of the risk-free rate increases 10%, the excess return of the subject stock with a beta of .8 would be expected to increase 8%. The classic example of a low-beta stock would be a utility that has not diversified into riskier activities. Rates of return for the subject tend to move very little or in the opposite direction from changes in rates of return for the market. Stocks with negative betas are rare. A few gold-mining companies have had negative betas. Another example would be an investment company whose investment policy was to take short positions. It could have a negative beta. To illustrate, using Formula 8.1 as part of the process of estimating a company’s cost of equity capital, consider stocks of average size, publicly traded companies i, j, and k, with betas of 0.8, 1.0, and 1.2, respectively; a risk-free rate in the market (Rf) of 4.5% at the valuation date; and a expected ERP (RPm) of 6%. For company i, which is less sensitive to market movements than the average company, we can substitute in Formula 8.1 in this way: (Formula 8.3) EðRi Þ ¼ 0:045 þ 0:8ð0:06Þ ¼ 0:045 þ 0:048 ¼ 0:093 Thus, the indicated cost of equity capital for company i is estimated to be 9.3% because its beta is only 0.8 and it is less risky, in terms of market risk, than the average stock on the market. For company j, which has average sensitivity to market movements, we can substitute in (Formula 8.1) in this way: (Formula 8.4) E Rj ¼ 0:045 þ 1:0ð0:06Þ ¼ 0:045 þ 0:06 ¼ 0:105 The indicated cost of equity capital for company j is estimated to be 10.5%, the estimated cost of capital for the average stock, because its beta is 1.0 and its market risk is equal to the average of the market as a whole. For company k, which has greater-than-average sensitivity to market movements, we can substitute in Formula 8.1 as shown: E1C08 08/26/2010 Page 109 109 Capital Asset Pricing Model (Formula 8.5) EðRk Þ ¼ 0:045 þ 1:2ð0:06Þ ¼ 0:045 þ 0:072 ¼ 0:117 Thus, the indicated cost of equity capital for company k is estimated to be 11.7% because its beta is 1.2 and it is riskier, in terms of market risk, than the average stock on the market. Beta is a forward-looking concept. Beta is the expected covariance over the expected variance. A common method of estimating beta is to use realized returns on the stock of company, i, and the market, m, over a look-back period and run a regression. The regression beta is only an estimate of the expected relationships. Note that in the preceding pure formulation of the CAPM, the required rate of return for a given stock is composed of only three factors: 1. The risk-free rate 2. The market’s general ERP 3. The stock’s volatility relative to the market, the beta See Chapter 9 for a discussion of the market’s general ERP. EXPANDING CAPM TO INCORPORATE SIZE PREMIUM AND COMPANY-SPECIFIC RISK Firm Size Phenomenon Many empirical studies performed since CAPM was originally developed have found that realized total returns on smaller companies have been substantially greater over a long period of time than the original formulation of the CAPM (as given in Formula 8.1) would have predicted. The original size effect studies measured size based on market capitalization of equity; later studies expanded the definition of size to include accounting measures of size (e.g., net income). Morningstar comments on this phenomenon: One of the most remarkable discoveries of modern finance is that of a relationship between firm size and return. The relationship cuts across the entire size spectrum but is most evident among smaller companies, which have higher returns on average than larger ones. . . . The firm size phenomenon is remarkable in several ways. First, the greater risk of small stocks does not, in the context of the capital asset pricing model (CAPM), fully account for their higher returns over the long term. In the CAPM, only systematic or beta risk is rewarded; small company stocks have had returns in excess of those implied by their betas. Second, the calendar annual return differences between small and large companies are serially correlated. This suggests that past annual returns may be of some value in predicting future annual returns. Such serial correlation, or autocorrelation, is practically unknown in the E1C08 08/26/2010 Page 110 110 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL market for large stocks and in most other equity markets but is evident in the size premia.4 There are currently two widely used sources of size premium data: Morningstar’s SBBI Yearbook and the Duff & Phelps Risk Premium Report—Size Study. The size effect and those sources are the subjects of Chapter 13. C o m p a n y - s p e c i fi c R i s k F a c t o r The notion that the only component of risk that investors care about is market or systematic risk is based on the assumption that all unique or unsystematic risk can be eliminated by holding a perfectly diversified portfolio of risky assets that will, by definition, have a beta of 1.0. Just as in the build-up model, the company-specific risk premium could be negative if the analyst concluded that the subject company was less risky than the average of the other companies from which the proxy estimates for the other elements of the cost of equity capital were drawn. For example, a company could have a wellprotected, above-average price for its products as a result of a strong trademark, resulting in significantly less earnings volatility than that of its competitors. We discuss the company-specific risk premium in Chapter 15. EXPANDED CAPM COST OF CAPITAL FORMULA If we expand CAPM to also reflect the size effect and company-specific risk, we can expand the cost of equity capital formula to add these two factors: (Formula 8.6) EðRi Þ ¼ Rf þ BðRPm Þ þ RPs RPu where: E(Ri) ¼ Expected rate of return on security i Rf ¼ Rate of return available on a risk-free security as of the valuation date B ¼ Beta RPm ¼ Market ERP RPs ¼ Risk premium for small size RPu ¼ Risk premium attributable to the specific company (u stands for unique or unsystematic risk) EXAMPLES OF A CAPM MODEL The next examples use two sources of size premium data: Morningstar’s SBBI Yearbook and the Duff & Phelps Size Study. 4 SBBI Valuation Edition 2009 Yearbook (Chicago: Morningstar, 2009), 89, 93. E1C08 08/26/2010 Page 111 111 Capital Asset Pricing Model Example of CAPM Method Using Morningstar Data To put some numbers into Formula 8.6, we will make five assumptions about Unique Computer Systems (UCS), a fictional specialty manufacturer in the computer industry with publicly traded common stock: 1. Risk-free rate. We will use the proxy for the normalized 20-year U.S. government bond, which at the valuation date of December 31, 2009, was 4.5%. 2. Beta. The UCS beta is 1.6. 3. Equity risk premium. We will use the results of the research on the expected ERP discussed in Chapter 9 and use estimate of 6.0% for this example. 4. Size premium. The SBBI Valuation Edition 2009 Yearbook shows that the size premium for microcap stocks (the size premium for this size firm in excess of the risk captured in CAPM through beta) is 3.74%. We will assume here that this is on the borderline between Morningstar’s ninth and tenth size deciles and use the microcap size premium. 5. Company-specific risk factor. Because of special risk factors, the analyst has estimated that there should be an additional specific risk factor of 1.0%. Substituting this information in Formula 8.6, we have: (Formula 8.7) EðRi Þ ¼ 4:5 þ 1:6ð6:0Þ þ 3:74 þ 1:0 ¼ 4:5 þ 9:6 þ 3:74 þ 1:0 ¼ 18:84% Thus, the indicated cost of equity capital for UCS is estimated to be 19% (rounded). Some analysts prefer to present the preceding calculations in tabular form: Risk-free rate Equity risk premium General equity risk premium Beta Size premium Company-specific risk premium UCS cost of equity capital 4.5% 6.0% 6.0 1.6 ¼ 9.6% 1.6 3.74% 1.0% 19% (rounded) Example of a CAPM Method Using Duff & Phelps Size Study Data The Size Study sorts companies by eight size measures, breaking the NYSE universe of companies into 25 size-ranked categories or portfolios and adding AMEX- and NASDAQ-listed companies to each category based on their respective size measures. Again, using Formula 8.6, we assume: E1C08 08/26/2010 Page 112 112 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL 1. Risk-free rate. We will use the proxy for the normalized 20-year U.S. government bond, which at the valuation date of December 31, 2009, was 4.5%. 2. Beta. The UCS beta is 1.6. 3. Equity risk premium. We will use the results of the research on the expected ERP discussed in Chapter 9 and use an RPm estimate of 6.0% for this example. 4. Size premium. The Duff & Phelps Risk Premium Report—Size Study (smoothed premium over CAPM) indicates that the size premia for UCS (approximately in the 24th portfolio for each size measure) are: Size as Measured by Size Premium Market value of common equity Book value of common equity Five-year average net income Market value of invested capital Total assets Five-year average EBITDA Sales Number of employees Median size premium 5.77% 4.76% 5.46% 5.47% 5.01% 5.22% 4.78% 5.07% 5.1% (rounded) 5. Company-specific risk factor. Because of special risk factors, the analyst has estimated that there should be an additional specific risk factor of 1.0%. Substituting this information in Formula 8.6, we have: (Formula 8.8) EðRi Þ ¼ 4:5 þ 1:6ð6:0Þ þ 5:1 þ 1:0 ¼ 4:5 þ 9:6 þ 5:1 þ 1:0 ¼ 20:20% Thus, the indicated cost of equity capital for UCS is estimated to be 20% (rounded). Some analysts prefer to present the preceding calculations in tabular form: Risk-free rate Equity risk premium General equity risk premium Beta Small stock size premium Specific risk premium UCS cost of equity capital 4.5% 6.0% 6.0 1.6 ¼ 9.6% 1.6 5.1% 1.0% 20% (rounded) Of course, if this information were presented in a formal valuation report, each of the numbers would be footnoted as to its source, and each would be supported by narrative explanation. E1C08 08/26/2010 Page 113 Capital Asset Pricing Model 113 ASSUMPTIONS UNDERLYING THE CAPITAL ASSET PRICING MODEL Eight assumptions underlie the CAPM: 1. Investors are risk averse. 2. Rational investors seek to hold efficient portfolios (i.e., portfolios that are fully diversified). 3. All investors have identical investment time horizons (i.e., expected holding periods). 4. All investors have identical expectations about such variables as expected rates of return and how discount rates are generated. 5. There are no transaction costs. 6. There are no investment-related taxes. However, there may be corporate income taxes. 7. The rate received from lending money is the same as the cost of borrowing money. 8. The market has perfect divisibility and liquidity (i.e., investors can readily buy or sell any desired fractional interest). Obviously, the extent to which these assumptions are or are not met in the real world will have a bearing on the validity of the CAPM for the valuation of any company and particularly closely held businesses, business interests, or investment projects. The analyst may not find guideline public companies with risk factors that match those of the closely held business. This may be particularly true for the smaller closely held businesses. This is one reason why the company-specific risk premium may be rewarded in expected returns for a particular closely held company, or while the perfect divisibility and liquidity assumption approximates reality for public stocks, the same is not true for closely held companies. A discount for lack of marketability (equivalent to an increase in the cost of capital) may also be appropriate for the closely held business. The CAPM, like most economic models, offers a theoretical framework for how certain relationships would exist subject to certain assumptions. Although not all assumptions are met in the real world, the CAPM provides a reasonable framework for estimation of the cost of capital. Other models are discussed in later chapters. SUMMARY The CAPM expands on the build-up model by introducing the beta coefficient, an estimate of market risk or systematic risk, the sensitivity of excess returns for the subject company stock to excess returns for the market. The CAPM has several underlying assumptions, which may be met to a greater or lesser extent for the market as a whole or for any particular company or investment. While some question its usefulness given its underlying assumptions, CAPM is widely used today. CAPM has been attacked because beta (discussed in Chapter 11) has been found to not be a very reliable measure of risk in practice and because its underlying assumptions may not E1C08 08/26/2010 Page 114 114 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 8.2 Capital Asset Pricing Model Method of Estimating Equity Discount Rate Risk-free rate þ beta Equity risk premiumy þ Size premium Company-specific risk premium 20-year, 5-year, or 30-day Treasury yield as of valuation date Expected equity risk premium corresponding to risk-free rate, multiplied by beta Premium over that predicted by beta Specific risk difference in subject company relative to guideline companies from which beta and size premium are estimated The ‘‘risk-free’’ rate for 5-year and 20-year maturities actually has one element of risk: maturity risk (sometimes called interest risk or horizon risk)—the risk that the value of the bond will fluctuate with changes in the general level of interest rates. y Short-term estimate matched to 30-day risk-free rate; mid-term estimate matched to 5-year risk-free rate; long-term estimate matched to 20-year risk-free rate. Such data are available from Morningstar. The equity risk premium could also be estimated by other models, as discussed in Chapter 9, ‘‘Equity Risk Premium.’’ hold true in practice. Practitioners in all fields must understand its usefulness and its limitations. Exhibit 8.2 is a schematic summary of using the CAPM to estimate the cost of equity capital. E1C09 08/09/2010 Page 115 CHAPTER 9 Equity Risk Premium Introduction Defining the Equity Risk Premium Estimating the ERP Nominal or Real? Which Risk-free Rate to Use in Estimating the ERP Matching the Risk-free Rate with the ERP Measuring the Average Period of the Expected Cash Flows Realized Risk Premium (ex Post) Approach Selecting a Sample Period WWII Interest Rate Bias Has the Relationship between Stock and Bond Risk Changed? Comparing Investor Expectations to Realized Risk Premiums Changes in Economics That Caused Unexpectedly Large Realized Risk Premiums Other Sources of ERP Estimates Forward-Looking (ex Ante) Approaches Bottom-up ERP Estimates Top-down ERP Estimates ERP Surveys Long-Term Unconditional ERP Estimate Conditional Estimate of ERP and Crisis of 2008–2010 Summary Appendix 9A: Realized Risk Premium Approach and Other Sources of ERP Estimates INTRODUCTION The equity risk premium (ERP) (often interchangeably referred to as the market risk premium) is defined as the extra return (over the expected yield on risk-free The authors wish to acknowledge the contribution of David King, CFA, to the discussion contained herein. This chapter is an update and expansion to prior work of their prior work; see, for example, Roger Grabowski and David King, ‘‘Equity Risk Premium,’’ in Robert Reilly and Robert P. Schweihs, eds., The Handbook of Business Valuation and Intellectual Property Analysis (New York: McGraw-Hill, 2004): 3–29. We also wish to especially thank David Turney, CFA, of Duff & Phelps LLC for the assistance he provided. 115 E1C09 08/09/2010 Page 116 116 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL securities) that investors expect to receive from an investment in a diversified portfolio of common stocks. Estimating the ERP is one of the most important decisions the analyst must make in developing a discount rate. For example, the effect of a decision that the appropriate ERP is 4% instead of 8% in the capital asset pricing model (CAPM) will generally have a greater impact on the concluded discount rate than alternative theories of the proper measure of other components, such as beta. One academic study looked at sources of error in estimating expected rates of return over time and concluded: We find that the great majority of the error in estimating the cost of capital is found in the risk premium estimate, and relatively small errors are due to the risk measure, or beta. This suggests that analysts should improve estimation procedures for market risk premiums, which are commonly based on historical averages.1 In ranking what matters and what does not matter in estimating the cost of equity capital, another author categorizes the choice of the ERP as a ‘‘high impact decision,’’ likely to make a difference of more than two percentage points and could make a difference of more than four percentage points.2 Three driving forces behind the discussions that have evolved on ERP include: 1. What returns can be expected by retirement plans from investments in publicly traded common stocks? 2. What expected returns are being priced in the observed values of publicly traded common stocks? 3. What is the appropriate cost of capital to use in discounting future cash flows of a company or a project to their present value equivalent? Because of the importance of the ERP estimate and the fact that we find many practitioners confused about estimating ERP, we report on recent studies of the long-term average or unconditional ERP. That is, what is a reasonable range of ERP that can be expected over an entire business cycle? Research has shown that ERP is cyclical during the business cycle. We use the term conditional ERP to mean the ERP that reflects current market conditions. We report on ERP estimates at the beginning of 2009 and through September 2009. That is, where in this range is the current ERP, given the crisis of 2008–2010? We conclude with our recommended ERP. 1 Wayne Ferson and Dennis Locke, ‘‘Estimating the Cost of Capital through Time: An Analysis of the Sources of Error,’’ Management Science (April 1998): 485–500. 2 Seth Armitage, The Cost of Capital: Intermediate Theory (Cambridge: Cambridge University Press, 2005), 319–320. E1C09 08/09/2010 Page 117 117 Equity Risk Premium DEFINING THE EQUITY RISK PREMIUM The ERP (or notational RPm) is defined as: RPm ¼ Rm Rf where: RPm ¼ the equity risk premium Rm ¼ the expected return on a fully diversified portfolio of equity securities Rf ¼ the rate of return expected on a risk-free security The ERP means, in practice, a general equity risk premium using as a proxy for the ‘‘market’’ either the Standard & Poor’s (S&P) 500 or the New York Stock Exchange (NYSE) composite stock index. ERP is a forward-looking concept. It is an expectation as of the valuation date for which no market quotes are directly observable. In this chapter, we are addressing returns of publicly traded stocks. Those returns establish a beginning benchmark for closely held investments. Estimating the ERP While an analyst can observe premiums realized over time by referring to historical data (i.e., realized return approach or ex post approach), such realized premium data do not represent the ERP expected in prior periods, nor do they represent the current ERP. Rather, realized premiums may, at best, represent only a sample from prior periods of what may have then been the expected ERP. To the extent that realized premiums on the average equate to expected premiums in prior periods, such samples may be representative of current expectations. But to the extent that prior events that are not expected to recur caused realized returns to differ from prior expectations, such samples should be adjusted to remove the effects of these nonrecurring events. Such adjustments are needed to improve the predictive power of the sample. Alternatively, you can derive implied forward-looking estimates for the ERP from data on the underlying expectations of growth in corporate earnings and dividends or from projections of specific analysts as to dividends and future stock prices (ex ante approach).3 The goal of either approach is to estimate the true expected ERP as of the valuation date. Even then the expected ERP can be thought of in terms of a normal or unconditional ERP (i.e., the long-term average) and a conditional ERP based on current levels of the stock market and economy relative to the long-term average.4 We address issues involving the conditional ERP later. There is no one universally accepted methodology for estimating ERP. A wide variety of premiums are used in practice and recommended by academics and financial advisors. 3 See, e.g., Eugene F. Fama and Kenneth R. French, ‘‘The Equity Premium,’’ Journal of Finance (April 2002): 637–659. 4 Robert Arnott, ‘‘Historical Results,’’ Equity Risk Premium Forum, AIMR (November 8, 2001): 27. E1C09 08/09/2010 Page 118 118 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Nominal or Real? Both the expected return on a fully diversified portfolio of equity securities and the rate of return expected on a risk-free security can be stated in nominal (including expected inflation) or real terms (expected inflation removed). If both returns are expressed in nominal terms, the difference in essence removes the expected inflation; if both returns are expressed in real terms, inflation has been removed, but the difference remains the same. Thus, the resulting ERP should not be affected by inflation. But ex post realized returns will be affected by differences between expected inflation and realized inflation and will differ from ERP estimates made in prior periods. WHICH RISK-FREE RATE TO USE IN ESTIMATING THE ERP Any estimate of the ERP must be made in relation to a risk-free security. That is, the expected return on a fully diversified portfolio of equity securities must be measured in its relationship to the rate of return expected on a risk-free security. The selection of an appropriate risk-free security on which to base the ERP estimate is a function of the expected holding period for the investment to which the discount rate (rate of return) is to apply. For example, if you were estimating the equity return on a highly liquid investment and the expected holding period was potentially short-term, a U.S. government short-term bond (e.g., a Treasury or T-bill) may be an appropriate instrument to use in benchmarking the ERP estimate. Alternatively, if you were estimating the equity return on a long-term investment, such as the valuation of a business where the value can be equated to the present value of a series of future cash flows over many years, then the yield on a longterm U.S. government bond may be the more appropriate instrument in benchmarking the ERP estimate. Common academic practice in empirical studies of rates of return realized on portfolios of stocks in excess of a risk-free rate is to benchmark stock returns against realized monthly returns of risk-free 90-day T-bills or one-year U.S. government bonds. A T-bill rate is the purest risk-free base rate because it contains essentially no maturity or default risk. If inflation is high, the T-bill does reflect the inflation component, but it contains little compensation for inflation uncertainty. Problems in using such a risk-free security as a benchmark are that (1) T-bill rates may not reflect market-determined investor return requirements on long-term investments because of central bank actions affecting the short-term interest rates, and (2) rates on shortterm securities tend to be more volatile than yields on longer maturities. Long-term U.S. government bonds are generally considered free of default risk but are not entirely risk-free. Bonds are sensitive to future interest rate fluctuations. Investors are not sure of the purchasing power of the dollars they will receive upon maturity or the reinvestment rate that will be available to them to reinvest the interest payments received over the life of the bond. As a result, the long-term empirical evidence is that returns on long-term government bonds on the average exceed the returns on T-bills.5 5 When short-term interest rates exceed long-term rates, the yield curve is said to be ‘‘inverted.’’ E1C09 08/09/2010 Page 119 119 Equity Risk Premium The long-term premium of government bond returns in excess of the average expected interest rates on T-bills (average of future forward rates) is commonly referred to as the horizon premium. The horizon premium compensates the investor for the maturity risk of the bond. The horizon premium equals the added return expected on long-term bonds on the average due to inflation and interest rate risk. As interest rates change unexpectedly in the future, the bond price will vary. That is, bonds are subject to market risk due to unexpected changes in interest rates. The horizon premium compensates investors for the market risk that their expectations of interest rates today, period by period over the term of the bond, will in fact be wrong. Matching the Risk-free Rate with the ERP In theory, when determining the risk-free rate and the matching ERP, you should be matching the risk-free security and the ERP with the period in which the investment cash flows are expected. For example (where b is a risk measure for the investment): Short-term cash flows: Current T-bill rate þ b ðRPm over T-billsÞ Cash flows expected in: Year 1: 1-year government bond rate þ b ðRPm over 1-year bondsÞ Year 2: 2-year forward rate on government bonds þ b ðRPm over 2-year bondsÞ Year 3: 3-year forward rate on government bonds þ b ðRPm over 3-year bondsÞ; and so on Cash flows expected in the long-term: Current long-term government bond rate þ b ðRPm over long-term government bondsÞ: Measuring the Average Period of the Expected Cash Flows Can one measure the ‘‘average’’ period of expected net cash flows and use an average maturity period for the risk-free security and the ERP? One measure of the length of planning horizon over which cash flows are expected is the duration of cash flows. We introduced the concept of duration in Chapter 6 as a measure of the effective time period over which you receive cash flows from bonds. In a similar manner, one can calculate the expected duration of any stream of expected cash flows for any project. For valuation of a going-concern business, for example, assume one expects the cash flow in the first year following the valuation date of $1 million to increase at an average compound rate of 4% per annum. Assume a discount rate of 15%. If one projects cash flows each year for 100 years, the calculated duration of the cash flows is approximately 10.5 years.6 2 6 ½ð1;000;0001Þ=ð1:15Þþð1;000;0001:042Þ=ð1:15Þ þð1;000;0001:04 3Þ=ð1:15Þ ... 2 3 ½ð1;000;0001Þ=ð1:15Þþð1;000;0001:04Þ=ð1:15Þ2 þð1;000;0001:042 Þ=ð1:15Þ3 ... ¼ 1:5ðroundedÞ E1C09 08/09/2010 Page 120 120 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL In practice, few analysts discount each year’s expected net cash flow estimate using a matched maturity risk-free rate and ERP estimate. In valuing goingconcern businesses and long-term investments made by businesses, practitioners generally use long-term U.S. government bonds as the risk-free security and estimate the ERP in relation to long-term U.S. government bonds. This convention both represents a realistic, simplifying assumption and is consistent with the CAPM.7 If the expected cash flows are risky and future changes are independent of prior changes but the risk-free rate and the ERP are expected to be constant over time, then the risk-adjusted discount rate for discounting the risky cash flows is constant as well. Most business investments have long durations and suffer from a reinvestment risk comparable to that of long-term government bonds. As such, the use of long-term U.S. government bonds and an ERP estimated relative to such bonds more closely matches the investment horizon and risks confronting business managers in capital budgeting decisions, as well as valuators in valuation problems, than reference to T-bills. Therefore, in the remainder of this chapter, we have translated all estimates of ERP to estimates relative to long-term U.S. government bonds. REALIZED RISK PREMIUM (EX POST) APPROACH In this section, we are looking at estimates of the unconditional ERP using realized risk premium data. While academics and practitioners agree that ERP is a forwardlooking concept, some practitioners, including taxing authorities and regulatory bodies, use historical data only to estimate the ERP under the assumption that historical data are a valid proxy for current investor expectations (the ex post approach). They like the appearance of accuracy, and we do emphasize the word appearance. There are alternative conventions one could use to summarize realized risk premiums. Before one concludes on the accuracy of using realized risk premiums as an estimate of the ERP, one must consider the adjustments to the realized risk premiums, which we discuss in this chapter. In using the realized risk premiums, there are certain issues that one must address: & & & & Which risk-free rate should be used to measure the realized premiums? Is the arithmetic average or geometric average the more accurate method of summarizing realized return data over the sample period? Should returns be measured over one-year holding periods or over longer holding periods? Do we introduce bias by using arithmetic averages of realized risk premiums? We discuss these issues in detail in Appendix 9A. 7 Carmelo Giaccotto, ‘‘Discounting Mean Reverting Cash Flows with the Capital Asset Pricing Model,’’ Financial Review (May 2007): 247–265. This is true for both the original CAPM of Sharpe and Linter and the extension of the textbook CAPM, the intertemporal CAPM of Merton. E1C09 08/09/2010 Page 121 Equity Risk Premium 121 In the realized risk premium approach, the estimate of the ERP is the risk premium (realized return on stocks in excess of the risk-free rate) that investors have, on the average, realized over some historical holding period (realized risk premium). The underlying theory is that the past provides a reasonable indicator of how the market will behave in the future and investors’ expectations are influenced by the historical performance of the market. If period returns on stocks (e.g., monthly stock returns) are not correlated (e.g., this month’s stock returns are not predictable based on last month’s returns), and if expected stock returns are stable through time, then the arithmetic average of historical stock returns provides an unbiased estimate of expected future stock returns. Similarly, the arithmetic average of realized risk premiums provides an unbiased estimate of expected future risk premiums (the ERP). A more indirect justification for use of the realized risk premium approach is the contention that, for whatever reason, securities in the past have been priced in such a way as to earn the returns observed. By using an estimated cost of equity capital incorporating the average of realized risk premiums, you may to some extent replicate this level of pricing. Selecting a Sample Period The average realized risk premium is sensitive to the period chosen for the average. While the selection of 1926 as a starting point corresponds to the initial publishing of the forerunner to the current S&P 500, that date is otherwise arbitrary. Regarding the historical time period over which equity risk should be calculated, Morningstar offers two observations:8 1. Reasons to focus on recent history: & The recent past may be most relevant to an investor. & Return patterns may change over time. & The longer period includes ‘‘major events’’ (e.g., World War II, the Depression) that have not repeated over 50 years. 2. Reasons to focus on long-term history: & Long-term historical returns have shown surprising stability. & Short-term observations may lead to illogical forecasts. & Focusing on the recent past ignores dramatic historical events and their impact on market returns. We do not know what major events lie ahead. & Law of large numbers: More observations lead to a more accurate estimate. WWII Interest Rate Bias In addition, the average realized returns calculated using 1926 return data as a beginning point may be too heavily influenced by the unusually low interest rates during the 1930s to mid-1950s. Some observers have suggested that the period including the 1930s, 1940s, and the immediate post–World War II boom years may have exhibited an unusually high average realized return premiums. The 1930s exhibited extreme volatility, while the 1940s and early 1950s saw a combination of 8 SBBI Valuation Edition 2009 Yearbook (Chicago: Morningstar, 2009), 61–63. E1C09 08/09/2010 Page 122 122 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL record low interest rates and rapid economic growth that led the stock market to outperform Treasury bonds by a wide margin. The low real rates on bonds may have contributed to higher equity returns in the immediate postwar period. Since firms finance a large part of their capital investment with bonds, the real cost of obtaining such funds increased returns to shareholders. It may not be a coincidence that the highest 30-year average equity return occurred in a period marked by very low real returns on bonds. As real returns on fixed-income assets have risen in the last decade, the equity premium appears to be returning to the 2% to 3% norm that existed before the postwar surge.9 The years 1942 through 1951 reflected a period of artificial stability in U.S. government bond interest rates. During World War II, the U.S. Treasury decreed that interest rates had to be kept at artificially low levels in order to reduce government financing costs. This led to the Federal Reserve’s April 1942 public commitment to maintain an interest rate ceiling on government debt, both long term and short term. After World War II, the Fed continued maintaining an interest rate ceiling, due to the Treasury’s pressure and, to a lesser extent, a fear of returning to the high unemployment levels of the Great Depression. But postwar inflationary pressures caused the Treasury and the Fed to reach an accord announced March 4, 1951, freeing the Fed of its obligation of pegging interest rates. Including this period in calculating realized returns is analogous to valuing airline stocks today by looking at prices of airline stocks before deregulation. The following table displays the income returns on long-term U.S. government bonds for the years 1942 through 1951 (the return used by Morningstar in calculating the realized risk premiums) versus inflation: Year Income Return Rate of Inflation 1942 1943 1944 1945 1946 1947 1948 1949 1950 1951 2.46% 2.44% 2.46% 2.34% 2.04% 2.13% 2.40% 2.25% 2.12% 2.38% 9.29% 3.16% 2.11% 2.25% 18.16% 9.01% 2.71% 1.80% 5.79% 5.87% Source: Compiled from data in Stocks, Bonds, Bills, and Inflation 2009 Yearbook. Copyright # 2009 Morningstar, Inc. All rights reserved. Used with permission. Derived based on CRSP1 data, # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. 9 Jeremy Siegel, Stocks for the Long Run (New York: McGraw-Hill, 1994), 20. E1C09 08/09/2010 Page 123 Equity Risk Premium 123 During these 10 years, long-term U.S. government income returns averaged 2.3%, while inflation averaged 5.66%, indicating that the realized risk premiums calculated for these years was biased high compared with a more normal risk-free rate benchmark. To better understand the effect of the interest rate accord on the realized risk premiums, Grabowski recalculated the realized risk premiums for 1926 through 2008 after normalizing the income return on long-term U.S. government bonds for the years 1942 through 1951 to an amount at least equal to the annual rate of inflation as reported in the SBBI Yearbook (except 1949, when inflation was 1.8%). Making that adjustment lowered the realized risk premium from the published 6.5% to 6.0% for 1926–2008. One can interpret the results as the realized risk premium data reported in the SBBI Yearbook is biased high by 50 basis points (0.50%). We will term this the WWII Interest Rate Agreement bias. Has the Relationship between Stock and Bond Risk Changed? If we disaggregate the 83 years reported in the SBBI Yearbook into two subperiods, the first covering the periods before and the second covering the periods after the mid-1950s, we get the comparative figures for stock and bond returns shown in Exhibit 9.1. The period since the mid-1950s has been characterized by a more stable stock market and a more volatile bond market than the earlier period. Interest rates, as reflected in long-term U.S. government bond income return statistics as summarized in the SBBI Yearbook, have become more volatile in the later period. The effect is amplified in the volatility of long-term U.S. government bond total returns as summarized in the SBBI Yearbook, which include the capital gains and losses associated with interest rate fluctuations. From these data, we can conclude that the relative risk of stocks versus bonds has narrowed; based on this reduced relative risk, we would conclude that the ERP is probably lower today. As a result, we question the validity of using the arithmetic average of one-year returns since 1926 as the basis for estimating today’s ERP. Evidence since 1871 clearly supports the premise that the difference between stock yields and bond yields is a function of the long-run difference in volatility between these two securities.10 And if you examine the volatility in stock returns (as measured by rolling 10-year average standard deviation of real stock returns), you find that the volatility beginning in 1929 dramatically increased and that the volatility since the mid-1950s returned to prior levels until the crisis of 2008–2009.11 This also suggests that the arithmetic average realized risk premiums reported for the entire data series since 1926, as reported in the SBBI Yearbook, likely overstate expected returns.12 10 Clifford S. Asness, ‘‘Stocks versus Bonds: Explaining the Equity Risk Premium,’’ Financial Analysts Journal (March–April 2000): 96–113. 11 Laurence Booth, ‘‘Estimating the Equity Risk Premium and Equity Costs: New Ways of Looking at Old Data,’’ Journal of Applied Corporate Finance (Spring 1999): 100–112, and ‘‘The Capital Asset Pricing Model: Equity Risk Premiums and the Privately-Held Business,’’ 1998 CICBV/ASA Joint Business Valuation Conference (September 1998): 23. 12 The Duff & Phelps Risk Premium Report uses data on returns since 1963. E1C09 08/09/2010 Page 124 124 EXHIBIT 9.1 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Realized Equity Risk Premiums over Long-Term U.S. Government Bond Returns Nominal (i.e., without inflation removed) Realized Equity Risk Premium: Arithmetic Average Geometric Average Standard Deviations: Stock Market Annual Returns Long-Term U.S. Government Bond Income Returns Long-Term U.S. Government Bond Total Returns Ratio of Equity to Bond Total Return Volatility 1926–1955 1956–2008 10.5% 7.5% 4.2% 2.7% 25.3% 0.5% 4.7% 5.4 17.6% 2.4% 11.0% 1.6 Source: Compiled from data in Stocks, Bonds, Bills and Inflation 2009 Yearbook. Copyright # 2009 Morningstar, Inc. All rights reserved. Used with permission. Calculated (or Derived) based on CRSP1 data, # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. Compiled by Duff & Phelps LLC. In addition, using historical data over such long periods may also tend to overstate expected returns, given the increasing opportunities for international diversification. International diversification lowers the volatility of investors’ portfolios, which in theory should lower the required return on the average asset in the portfolio. Several authors have studied the influence of increased globalization, and their results suggest that costs of capital for companies operating in the international markets have decreased.13 If the average expected risk premium has changed through time, then averages of realized risk premiums using the longest available data become questionable. A shorterrun horizon may give a better estimate if changes in economic conditions have created a different expected return environment than that of more remote past periods. Why not use the average realized return over the past 20-year period? A drawback of using averages over shorter periods is that they are susceptible to large errors in estimating the true ERP due to high volatility of annual stock returns. Also, the average of the realized premiums over the past 20 years may be biased high due to the general downward movement of interest rates since 1981 (and is subject to a large standard error). While we can observe only realized returns in the stock market, we can observe both expected returns (yield to maturity) and realized returns in the bond market. Prior to the mid-1950s, the difference between the yield at issue and the realized returns was small since bond yields and therefore bond prices did not fluctuate very much. Beginning in the mid-1950s until 1981, bond yields trended upward, causing bond prices to generally decrease. Realized bond returns were generally lower than returns expected when the bonds were issued (as the holder experienced a capital loss if sold before maturity). Beginning in 1981, bond yields trended downward, causing bond prices to generally increase. Realized bond returns were generally 13 See, e.g., Kate Phylaktis and Lichuan Xia, ‘‘Sources of Firm’s Industry and Country Effects in Emerging Markets,’’ Journal of International Money and Finance (2005): 459–475; and Gikas Hardouvelis, Dimitrious Malliartopulos, and Richard Priestly, ‘‘The Impact of Globalization on the Equity Cost of Capital,’’ Working paper, May 6, 2004. Available at http://ssrn.com/ abstract=541203. E1C09 08/09/2010 Page 125 Equity Risk Premium 125 higher than returns expected when the bonds were issued (as the holder experienced a capital gain if sold before maturity). If we choose the period during which to measure realized premiums beginning from the late 1950s or early 1960s to today, we will be including a complete interest rate cycle.14 Even if we use long-term observations, the volatility of annual stock returns will be high. Assuming that the 83-year average gives an unbiased estimate, still a 95% confidence interval for the unobserved true ERP spans a range of approximately 1.9% to 11.1%.15 Comparing Investor Expectations to Realized Risk Premiums Much has recently been written comparing the realized returns as reported in sources such as the SBBI Yearbook and the ERP that must have been expected by investors, given the underlying economics of publicly traded companies (e.g., expected growth in earnings or expected growth in dividends) and the underlying economics of the economy (e.g., expected growth in gross domestic product [GDP]). Such studies conclude that investors could not have expected as large an ERP as the equity risk premiums actually realized. A sampling of those studies follows. & & 14 Robert Arnott and Peter Bernstein conclude that the long-run normal ERP is approximately 4.5% on an arithmetic average basis (for the period studied, 1926 to 2001).16 They believe that the historical realized premium exceeded the expected premium because (1) the expected ERP in 1926 was above the longterm average, making 1926 a better-than-average starting point for the realized returns, and (2) important nonrecurring developments were not anticipated by investors (such as rising valuation multiples, survivor bias of the U.S. economy, and regulatory reform).17 Eugene Fama and Kenneth French examine the unconditional expected stock returns from fundamentals, estimated as the sum of the average dividend yield and the average growth rate of dividends or earnings derived from studying Laurence Booth, ‘‘Estimating the Equity Risk Premium and Equity Costs: New Ways of Looking at Old Data,’’ Journal of Applied Corporate Finance (Spring 1999): 100–112, and ‘‘The Capital Asset Pricing Model: Equity Risk Premiums and the Privately-Held Business,’’ 1998 CICBV/ASA Joint Business Valuation Conference (September 1998): 23. 15 Calculated as two standard errors around the average; 6.5% þ/ (2 2.3%). 16 Robert D. Arnott and Peter L. Bernstein, ‘‘What Risk Premium Is Normal?’’ Financial Analysts Journal (March–April 2002): 64–85. Arnott and Bernstein estimate that a ‘‘normal’’ equity risk premium equals 2.4% (geometric average). One method of converting to the geometric average from an arithmetic average is to assume the returns are independently log-normally distributed over time. Then the arithmetic and geometric averages approximately follow the relationship: Arithmetic average of returns for the period ¼ geometric average of returns for the period plus (variance of returns for the period/2). In this case we get: 2.4% þ (.0412/2) ¼ 4.5% approximately. During the period 1926 to 2001, the arithmetic average realized premium (relative to Treasury bonds) was 7.4%. The difference is therefore 7.4% minus 4.5%, or approximately 3%. 17 Robert D. Arnott and Peter L. Bernstein, ‘‘What Risk Premium Is Normal?’’ Financial Analysts Journal (March–April 2002): 64–85. E1C09 08/09/2010 Page 126 126 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL historical observed relationships from 1872 to 2000. They conclude that investors (during the period they studied, 1951 to 2000) should have expected an ERP lower than the actual realized risk premium. Their calculations indicate expected ERP of 2.6% (based on dividend growth rate fundamentals) or 3.6% (based on earnings growth rate fundamentals).18 Fama and French believe that the greater premium actually realized during those years was due to an unanticipated decline in the discount rate: [T]he bias-adjusted expected return estimates for 1951 to 2000 from fundamentals are a lot lower (more than 2.6% per year) than biasadjusted estimates from realized returns. Based on this and other evidence, our message is that the unconditional expected equity premium of the last 50 years is probably far below the realized premium.19 & 18 Elroy Dimson, Paul Marsh, and Mike Staunton studied the realized equity returns and equity premiums for 17 countries (including the United States) from 1900 to the end of 2008.20 These authors report that the realized risk premiums have been 5.9% on an arithmetic basis (3.8% on a geometric basis) for the United States (in excess of the total return on government bonds). Dimson, Marsh, and Staunton observe larger equity returns earned in the second half of the twentieth century than in the first half due to (1) corporate cash flows growing faster than investors anticipated (fueled by rapid technological change and unprecedented growth in productivity and efficiency), (2) transaction and monitoring costs falling over the course of the century, (3) inflation rates generally declining over the final two decades of the century and the resulting increase in real interest rates, and (4) required rates of return on equity declining due to diminished business and investment risks. They conclude that the observed increase in the overall price-to-dividend ratio during the century is attributable to the long-term decrease in the required risk premium and that the decrease will most likely not continue into the future. They also conclude that downward adjustments to the realized risk premiums due to the increase in price-to-dividend ratio and downward adjustments Eugene F. Fama and Kenneth R. French, ‘‘The Equity Premium,’’ Journal of Finance (April 2002): 637–659. Fama and French estimate that the expected ERP using dividend growth rates was approximately 3.83% (after correcting for bias in the observed data) and using earnings growth rates was approximately 4.78% (after correcting for bias in the observed data) (arithmetic averages compared to six-month commercial paper rates). Subtracting a difference between the return on government bonds versus bills of 1.19% for the period of the study gives indicated premiums over long-term government bonds of approximately 2.6% and 3.6% (arithmetic average). 19 Eugene F. Fama and Kenneth R. French, ‘‘The Equity Premium,’’ Journal of Finance (April 2002): 658. 20 Elroy Dimson, Paul Marsh, and Mike Staunton, ‘‘Global Evidence on the Equity Premium,’’ Journal of Applied Corporate Finance (Summer 2003): 27–38; ‘‘The Worldwide Equity Premium: A Smaller Puzzle,’’ EFA 2006 Zurich Meetings Paper, April 7, 2006; Credit Suisse Global Investment Returns Sourcebook 2009 (London: Credit Suisse/London Business School, 2009). They expanded their study to 19 countries in the Credit Suisse Global Investment Returns Sourcebook 2010. E1C09 08/09/2010 Page 127 Equity Risk Premium & 127 to the historic average dividend yield to today’s dividend yield to arrive at a forward ERP are reasonable. One can estimate a range of likely forward ERP estimates by removing the increase in price-to-dividend ratio (making that sole adjustment results in the high end of the range) and adjusting dividend yield to current levels (making both adjustments results in the low end of the range). Assuming that the standard deviation of annual returns on equity will approximately equal the historical standard deviation, their analysis indicates an estimate of the U.S. ERP in early 2009 of 3.6%–4.6% arithmetic average (1.4%–2.6% on a geometric basis) versus long-term U.S. government bonds.21 Roger Ibbotson and Peng Chen report on a study in which they estimated forward-looking long-term sustainable equity returns and expected ERPs since 1926. They first analyzed historical equity returns by decomposing returns into factors including inflation, earnings, dividends, price-to-earnings ratio, dividend-payout ratio, book values, return on equity, and GDP per capita (the fundamental building blocks of supply side equity returns). They forecast the ERP through supply side models built from historical data by removing the price-to-earnings ratio inflation. These authors determine that the long-term ERP that could have been expected, given the underlying economics, was less than the realized premium.22 In the update to this study, reported in the SBBI Yearbook, the long-term ERP since 1926 that could have been expected, given the underlying economics (the supply side model estimate), was approximately 5.7%, calculated on an arithmetic average basis (3.6% on a geometric average basis), compared with the realized risk premium of 6.5%, calculated on an arithmetic average basis (4.5% on a geometric average basis). The greater-thanexpected realized risk premiums were caused by an unexpected increase in market multiples relative to economic fundamentals (i.e., decline in the discount rates) for the market as a whole. This resulted in an extra return of 0.58% per annum (due to the price-to-earnings multiple in 1926 of 10.2 increasing to a price to earnings multiple of 19.28 in 2008). William Goetzmann and Roger Ibbotson, commenting on the supply side approach of estimating expected risk premiums, note: These forecasts tend to give somewhat lower forecasts than historical risk premiums, primarily because part of the total returns of the stock market have come from price-earnings ratio expansion. This expansion is not predicted to continue indefinitely, and should logically be removed from the expected risk premium.23 21 Based on Grabowski’s converting premium over total returns on bonds as reported by Dimson, Marsh, and Staunton, removing the impact of the growth in price-dividend ratios from the geometric average historical premium and converting to an approximate arithmetic average. 22 Roger G. Ibbotson and Peng Chen, ‘‘Long-Run Stock Market Returns: Participating in the Real Economy,’’ Financial Analysts Journal (January–February 2003): 88–98; Charles P. Jones and Jack W. Wilson, ‘‘Using the Supply Side Approach to Understand and Estimate Stock Returns,’’ Working paper, June 6, 2006. Available at http://ssrn.com/abstract=906104. 23 William N. Goetzmann and Roger G. Ibbotson, ‘‘History and the Equity Risk Premium,’’ Chapter 12 in Rajnish Mehra, Handbook of the Equity Risk Premium (Amsterdam: Elsevier, 2008), 522–523. E1C09 08/09/2010 Page 128 128 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL So one can interpret that a forward estimate of the long-term ERP derived from data in the SBBI Yearbook should be 5.7% (supply side model on an arithmetic average basis) minus the 0.50% WWII Interest Rate bias discussed earlier or 5.2% for one-year holding period returns. If one were to assume investors have a longer holding period of, say, five years, then the forward estimate of ERP could be reduced by another 1.2% (6.5% for one-year holding periods minus 5.3% for five-year holding periods as discussed in Appendix 9A), and we arrive at a forward ERP estimate derived from realized returns as low as 4%. So a reasonable range of forward ERP estimates derived from the supply side model adjusted may be 4% to 5.2%. Morningstar publishes realized return data such that the analyst can calculate the realized returns over any period beginning in 1926 or later and ending in any period, allowing the analyst to estimate ERP using a sample period of one’s own choosing. But Morningstar only publishes supply side ERP estimates for periods beginning in 1926.24 Each of these studies attempts to improve the estimate of the true ERP by removing the effects of changes in underlying economics that caused the realized risk premiums to differ from the ERP investors expected. The greater than expected historical realized equity returns were caused by an unexpected increase in market multiples and a decline in discount rates relative to economic fundamentals. However, even after adjusting for such unexpected changes, the realized risk premiums still are only estimates subject to statistical error. This potential for error reduces the reliability of claiming the resulting estimate is the true ERP. For example, in the study performed by Fama and French already discussed, those authors provide estimates of the ERP investors should have expected for the period 1951 to 2000 with confidence intervals. As is common, their study considers one variable at a time. They studied the relationship of underlying economic factors (growth in earnings and dividends) to realized risk premiums in years before 1951 and then asked what risk premium should have been expected, given the underlying economic fundamentals in the years 1951 to 2000, if the relationships observed in prior years are assumed to continue. That is, based on the average observed relationship of dividend growth to return on equity capital during the periods 1872 through 1951 and then updated annually through 2000, they estimated the average return on equity (and volatility of the estimates) that should have been expected during 1951 through 2000 and subtracted the average risk-free rate. The Fama and French mean estimate of the equity risk premium that could have been expected based on dividend growth rate fundamentals is approximately 2.6% with a confidence interval (based on two standard errors), indicating that the average true ERP was between 0.1% and 3.8%.25 Similarly, their mean estimate of the 24 25 SBBI Valuation Edition 2009 Yearbook (Chicago: Morningstar, 2009), 69. Based on Grabowski’s adjustment for bias reported in the Fama and French study and conversion of their results into the equivalent premium over long-term government bonds. E1C09 08/09/2010 Page 129 Equity Risk Premium 129 equity risk premium that could have been expected based on earnings growth rate fundamentals is approximately 3.6% with a confidence interval (based on two standard errors) indicating that the average true ERP was between (effectively) zero and 7.4%. We asked Morningstar to provide us with their supply side ERP estimates for the same period as used by Fama and French (1951–2000) to compare the results. The supply side ERP estimates for 1951 to 2000 that could have been expected given the underlying economics were approximately 4.7% on an arithmetic basis (3.3% on a geometric basis) compared with the realized risk premium of 7.6% on an arithmetic basis (6.0% on a geometric basis). CHANGES IN ECONOMICS THAT CAUSED UNEXPECTEDLY LARGE REALIZED RISK PREMIUMS Has there been a change in the relative volatility of market returns? Scott Mayfield found evidence of a structural shift in the relative volatility of market returns in 1940. His premise is that if the decrease in market risk was not fully anticipated, then stock prices during the subsequent period would be bid up and realized returns will not be representative of the ERP. He estimates that when looking at expectations following the structural shift in market volatility, the ERP (the risk premium over long-term government bonds that could have been expected for the period he studied, 1940 to 1997) was approximately 2.7%.26 McGrattan and Prescott find that the value of the stock market relative to the GDP in 2000 was nearly twice as large as in 1962.27 They determined that the marginal income tax rate declined (the marginal tax rate on corporate distributions averaged 43% in the 1955 to 1962 period and averaged only 17% in the 1987 to 2000 period). The regulatory environment also changed. Equity investments could generally not be held ‘‘tax deferred’’ in 1962. But by 2000, equity investment could 26 E. Scott Mayfield, ‘‘Estimating the Market Risk Premium,’’ Working paper, October 1999. Available at http://ssrn.com/abstract=195569. See also Chang-Jin Kim, James C. Morley, and Charles R. Nelson, ‘‘The Structural Break in the Equity Premium,’’ Journal of Business & Economic Statistics (April 2005): 181–191, in which they find evidence of a structural break that probably occurred in the early 1940s and appears to be driven by a reduction in the general level and persistence of market volatility; and Lubos Pastor and Robert F. Stambaugh, ‘‘The Equity Premium and Structural Breaks,’’ Journal of Finance (August 2001): 1207–1239, who study the equity risk premium from 1834 through 1999 and find several ‘‘structural breaks’’ (changes in volatility) in 1929 (increase compared to historical), 1941 (returning to historical levels), and 1992 (further reduced volatility). They find that the ERP compared to T-bills (or equivalent) fluctuated between 3.9% and 6.0% over the period January 1834 through June 1999. 27 Ellen R. McGrattan and Edward C. Prescott, ‘‘Is the Market Overvalued?’’ Federal Reserve Bank of Minneapolis Quarterly Review 24 (Fall 2000): 20–24; Ellen R. McGrattan and Edward C. Prescott, ‘‘Taxes, Regulations and Asset Prices,’’ Federal Reserve Bank of Minneapolis Working paper, July 2001. Available at http://ssrn.com/abstract=292522. E1C09 08/09/2010 Page 130 130 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL be held ‘‘tax deferred’’ in defined benefit and contribution pension plans and in individual retirement accounts. The decrease in income tax rates on corporate distributions and the inflow of retirement plan investment capital into equity investments combined to lower discount rates and increase market multiples (i.e., lower capitalization rate) relative to economic fundamentals. Assuming that investors did not expect such changes, the true ERP during this period has been less than the realized risk premiums calculated as the arithmetic average of excess returns realized since 1926. Further, assuming that the likelihood of changes in such factors being repeated are remote and investors do not expect another such decline in discount rates, the true ERP as of today can also be expected to be less than the average realized risk premium. OTHER SOURCES OF ERP ESTIMATES Appendix 9A contains is a list of authors’ opinions and guidelines on ERP. FORWARD-LOOKING (EX ANTE) APPROACHES Forward-looking (ex ante) approaches can be categorized into three groups based on the approach taken: 1. Bottom-up implied ERP estimates. This category of approach uses expected growth in earnings or dividends to estimate a bottom-up rate of return for a number of companies. An expected rate of return for an individual company can be implied by solving for the present value discount rate that equates the current market price of a stock with the present value of expected future dividends, for example. A bottom-up implied ERP begins with the averaging of the implied rates of return (weighted by market value) for a large number of individual companies and then subtracting the government bond rate. The bottom-up approach attempts to directly measure investors’ expectations concerning the overall market by using forecasts of the rate of return on publicly traded companies. 2. Top-down implied ERP estimates. This category of approach examines the relationships across publicly traded companies over time between real stock returns, price/earnings ratios, earnings growth, and dividend yields. An estimate of the real rate of equity return is developed from current economic observations applied to the historical relationships. Subtracting the current rate of interest provides an estimate of the expected ERP implied by the historical relationships. 3. Surveys. This approach relies on opinions of investors and financial professionals through surveys of their views on the prospects of the overall market and the return expected in excess of a risk-free benchmark. Bottom-up Implied ERP Estimates This section presents implied estimates of ERP from four sources that use bottomup data. E1C09 08/09/2010 Page 131 Equity Risk Premium 131 1. Merrill Lynch publishes bottom-up expected return estimates for the S&P 500 Stock Index derived from averaging return estimates for stocks in the S&P 500. While Merrill Lynch does not cover every company in the S&P 500 index, it does cover a high percentage of the companies as measured in market value terms. Merrill Lynch uses a multistage dividend discount model (DDM) to calculate expected returns for several hundred companies using projections from its own securities analysts. The resulting data are published monthly in the Merrill Lynch publication Quantitative Profiles. In a DDM, the analyst first projects future company dividends. Merrill Lynch then calculates the internal rate of return that sets the current market price equal to the present value of the expected future dividends. If the projections correspond to the expectations of the market, then Merrill Lynch has estimated the rate at which the market is discounting these dividends in pricing the stock. The DDM is a standard method for calculating the expected return on a security.28 The theory assumes that the value of a stock is the present value of all future dividends. If a company is not currently paying dividends, the theory holds that it must be investing in projects today that will lead to dividends in the future. The Merrill Lynch expected return estimates have indicated an implied ERP ranging from 3.0% to 6.7% for the 15 years 1993 to 2007, with an average of approximately 5.2%. At the end of 2008, their implied ERP was approximately 9.2% measured against an abnormally low long-term U.S. government bond rate (3.03%) and 7.7% measured against a normalized long-term U.S. government bond rate (4.5%). We discuss the issue of the abnormally low risk-free rates at the end of 2009 later. A number of consulting firms reportedly have used Merrill Lynch implied ERP estimates to develop discount rates. One author comments on the Merrill Lynch data: Two potential problems arise when using data from organizations like Merrill Lynch. First, what we really want is investor’s expectations, and not those of security analysts. However . . . several studies have proved beyond much doubt that investors, on the average, form their own expectations on the basis of professional analysts’ forecasts. The second problem is that there are many professional forecasters besides Merrill Lynch, and, at any given time, their forecasts of future market returns are generally somewhat different. . . . However, we have followed the forecasts of several of the larger organizations over a period of years, and we have rarely found them to differ by more than [plus or minus] 0.3 percentage points from one another.29 28 See, e.g., Sidney Cottle, Roger F. Murray, and Frank E. Block, Graham & Dodd’s Security Analysis, 5th ed. (New York: McGraw-Hill, 1988), 565–568. 29 Eugene Brigham and Louis Gapenski, Financial Management: Theory and Practice, 5th ed. (Fort Worth, TX: Dryden Press, 1988), 227. E1C09 08/09/2010 Page 132 132 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Although expected rates of return would be underestimated if the effects of share repurchases are not adequately considered, personnel from Merrill Lynch have indicated that their analysts take share repurchases into account by increasing long-term growth rates in earnings per share. 2. Value Line projections can be used to produce estimates of expected returns on the market. Value Line routinely makes ‘‘high’’ and ‘‘low’’ projections of price appreciation over a three- to five-year horizon for more than 1,500 companies. Value Line uses these price projections to calculate estimates of total returns, making adjustments for expected dividend income. The high and low total return estimates are published each week in the Value Line Investment Survey. Midpoint total return estimates are published in Value Line Investment Survey for Windows CD database. There is some evidence that the Value Line analysts’ projections, at least for earnings growth, tend to be biased high.30 Implied ERP estimates developed from Value Line data have been more volatile than the Merrill Lynch DDM models. We believe that Value Line’s estimates of future earnings and dividend growth are sticky (i.e., they tend to change slowly), with the result that the expected premium appears to rise after a bear market and fall after a bull market. The Value Line expected return estimates have indicated an implied ERP ranging from –1.1% to 12.3% for the 15 years 1993 to 2007, with an average of approximately 5.4%. The implied ERP was approximately 20.4% at the end of 2008 measured against an abnormally low long-term U.S. government bond rate (3.03%); measured against a normalized long-term U.S. government bond rate (4.5%), the implied ERP was approximately 18.9%. This result probably occurred because of delay in updating estimates; the recession has been deeper than most analysts expected. 3. The Cost of Capital Yearbook published by Morningstar annually reports the implied rates of return for a large number of companies derived from both a singlestage DDM and a three-stage DDM (with quarterly updates reported in their Cost of Capital Quarterly).31 Expected growth rates in dividends are derived from analysts’ estimates as reported in the Institutional Broker’s Estimate System (I/B/E/S) Consensus Estimates database. The Cost of Capital Yearbook reports statistics for large composite groups of companies, and from these statistics, you can derive an ERP for the overall market. Implied ERP estimates derived from the reported three-stage DDM rates of return have ranged from 4.9% to 8.0% from 1994 (the year publication commenced) through the beginning of 2008, with an average of 6.5%. The implied ERP was approximately 8.7% at the beginning of 2009, measured against an abnormally low long-term U.S. government bond rate (3.55% as of March 2009, the date of the 2009 Cost of Capital Yearbook); measured against a normalized long-term U.S. government bond rate (4.5%), the implied ERP was approximately 7.8%. 30 David T. Doran, ‘‘Forecasting Error of Value Line Weekly Forecasts,’’ Journal of Business Forecasting (Winter 1993–94): 22–26. 31 See, e.g., Cost of Capital Yearbook 2009 (Chicago: Morningstar, 2009). E1C09 08/09/2010 Page 133 133 Equity Risk Premium EXHIBIT 9.2 Implied ERP Estimates—Bottom-up Approach As of Early 2009 versus Risk-Free Rate Merrill Lynch Value Line: 3- to 5-year horizon Cost of Capital Yearbook Damodaran Range Period Mean Actual Normalized(1) 3.0% to 6.7% 1.1% to 12.3% 1993–2007 1993–2007 5.2% 5.4% 9.2% 20.4% 7.7% 18.9% 4.9% to 8.0% 1994–2008 6.5% 8.7% 7.8% 1.5% to 4.0% 1993–2007 2.9% 5.6% 4.1% Note: Converted to equivalent over a 20-year U.S. government bond yield. Using risk-free rate adjusted because actual interest rates lower than warranted due to flight to quality as discussed. (1) 4. Professor Aswath Damodaran calculates implied ERP estimates for the S&P 500 and now publishes his estimates on his web site. He uses a two-stage model, projecting expected distributions (dividends and stock buybacks) based on an average of analyst estimates for earnings growth for individual firms comprising the S&P 500 for the first five years and the risk-free rate thereafter (since 1985). He solves for the discount rate, which equates the expected distributions to the current level of the S&P 500. He benchmarks his implied ERP estimates against 10-year U.S. government bonds. The Damodaran expected return estimates have indicated an implied ERP ranging from 1.5% to 4.0% for the 15 years 1993 to 2007 with an average of approximately 2.9% (converted to an equivalent premium over 20-year U.S. government bonds). The expected premium was approximately 5.6% at the beginning of 2008 (converted to an equivalent premium over 20-year U.S. government bonds) measured against an abnormally low long-term U.S. government bond rate (3.03%) or 4.1% (converted to an equivalent premium over 20-year U.S. government bonds) measured against a more normalized yield on long-term U.S. government bonds (4.50%).32 Exhibit 9.2 summarizes four implied ERP estimates published over the past several years. Several academic studies have employed consensus forecasts of long-run earnings per share growth as a proxy for projected dividends in a DDM. One study extracted ex ante estimates of the ERP from several versions of the CAPM.33 The results suggest that the ERP varies over the business cycle; it is lowest in periods of business expansion and greatest in periods of recession. The ERP appears to be positively correlated with longterm bond yields (increasing as bond yields increase) and with the default premium (increasing as the differential between Aaa- and Baa-rated bond yields increases). Another study extracted ex ante estimates of the ERP from the residual income model.34 32 Aswath Damodaran, available at http://pages.stern.nyu.edu/adamodar/. Fabio Fornari, ‘‘The Size of the Equity Premium,’’ Working paper, January 2002. Available at http://ssrn.com/abstract=299906. 34 Tristan Fitzgerald, Stephen Gray, Jason Hall, Ravi Jeyaraj, ‘‘Unconstrained Estimates of the Equity Risk Premium,’’ Working paper, February 2010. Available at http://ssrn.com/ abstract=1551748. 33 E1C09 08/09/2010 Page 134 134 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Are Bottom-up ERP Estimates Accurate? Studies have indicated that analysts’ earnings forecasts (such as those reported by I/B/E/S and First Call) are biased high.35 These biases lead to high implied estimates of ERP. It is also possible that the implied ERP estimates may overstate expected returns because analyst earnings and cash flow forecasts are prone to error, with the error increasing for firms with high volatility of earnings.36 Top-down ERP Estimates We have already summarized the forward ERP estimates of Dimson and colleagues and Ibbotson and Peng based on their adjusting realized risk premiums for growth in price-to-dividend ratios or price-to-earnings ratios that are not expected to continue. Stephen Hassett has developed a model for estimating the implied ERP and the estimated S&P 500 based on the current yield on long-term U.S. government bonds and the risk premium factor (RPF). The RPF is the empirically derived relationship between the risk-free rate, S&P 500 earnings, real interest rates, and real GDP growth to the S&P 500 over time. The RPF appears to change only infrequently.37 The model can be used monthly or even daily to estimate the S&P 500 and the conditional ERP based on the current level of interest rates. The formula is as follows: S&P 500 ¼ S&P Earnings=f½Rf ð1 þ RPFÞ ½ðRf Real Interest Rate þ Long-Term GDP growthÞg where the implied ERP ¼ Rf (1þ RPF). 35 James Claus and Jacob Thomas, ‘‘The Equity Premia as Low as Three Percent? Evidence from Analysts’ Earnings Forecasts for Domestic and International Stock Markets,’’ Journal of Finance (October 2001): 1629–1666; Alon Brav, Reuven Lehavy, and Roni Michaely, ‘‘Using Expectations to Test Asset Pricing Models,’’ Financial Management (Autumn 2005): 5–37; Sundaresh Ramnath, Steve Rock, and Philip Stone, ‘‘Value Line and I/B/E/S Earnings Forecast,’’ International Journal of Forecasting (January 2005): 185–198. Those authors report the results of projected earnings amounts rather than growth rates (they use the I/B/E/S long-term growth rate to project the EPS four years into the future) and compare this with the actual EPS four years in the future. The results indicate that I/B/E/S mean forecast error in year 4 EPS is negative. This can be translated into a preliminary typical growth rate adjustment for, say, a projected 15% growth rate as follows: ((1.15^4)(1 .0545)) ^.25 1 ¼ 13.4%, implying a ratio of actual to forecast of .134/.15 ¼ .89. This would imply that equity risk premium forecasts using analyst forecasts are biased high; Roberto Bianchini, Stefano Bonini, and Laura Zanetti, ‘‘Target Price Accuracy in Equity Research,’’ Working paper, January 2006. 36 See, e.g., Ilia D. Dichev and Vicki Wei Tang, ‘‘Earnings Volatility and Earnings Predictability,’’ Journal of Accounting and Economics (forthcoming); Dan Givoly, Carla Hayn, and Reuven Lehavy, ‘‘The Quality of Analysts’ Cash Flow Forecasts,’’ Working paper, December 2008. Available at http://ssrn.com/abstract=1130907. 37 Stephen D. Hassett, ‘‘The RPF Model for Calculating the Equity Risk Premium and Explaining the Value of the S&P with Two Variables,’’ Journal of Applied Corporate Finance 22, 2 (Spring 2010): 118–130. E1C09 08/09/2010 Page 135 135 Equity Risk Premium EXHIBIT 9.3 Implied ERP Estimates—Top-down Approach As of Early 2009 versus Risk-Free Rate Hassett Range Period Mean Actual Normalized 3.4% to 6.5% 1993–2007 5.2% 7.5% 5.7% Implied ERP given S&P 500 ¼ 903 and 10-year U.S. government bond rate ¼ 2.25% Note: Converted to equivalent over a 20-year U.S. government bond yield Exhibit 9.3 summarizes his top-down implied ERP estimates converted to an equivalent premium over 20-year U.S. government bonds. Hassett attributes the significant increase in price-to-earnings ratio for the market since the 1980s to the decline in the risk-free rate. This implies that a long-term increase in the risk-free rate will cause an increase in the ERP and cause the price-to earnings multiple for the market to contract. ERP Surveys John Graham and Campbell Harvey report the results from quarterly surveys of chief financial officers of U.S. corporations conducted from mid-2000 to early 2009.38 The current survey attracted about 400 respondents (10% from companies with less than $10 million in revenue; 50% from companies with less than $500 million in revenue; 40% are private companies). Exhibit 9.4 summarizes the implied ERP (converted to an equivalent premium over 20-year government bonds), with the most recent survey concluding 3.3% converted to an equivalent premium over 20year government bonds, the highest since 2001.39 EXHIBIT 9.4 Implied ERP Estimates—Survey Results As of Early 2009 versus Risk-Free Rate Graham & Harvey Range Period Mean Actual Normalized 1.9% to 4.6% 3Q2000–4Q2008 3.0% 4.7% 4.4% Note: Converted to equivalent over a 20-year U.S. government bond yield. 38 John R. Graham and Campbell R. Harvey, ‘‘Expectations of Equity Risk Premia, Volatility and Asymmetry from a Corporate Finance Perspective,’’ National Bureau of Economic Research Working paper, July 2003; John R. Graham and Campbell R. Harvey, ‘‘The Equity Risk Premium amid a Global Financial Crisis,’’ Working paper, May 2009, updated quarterly by Duke CFO Outlook Survey (www.cfosurvey.org). 39 Graham and Harvey believe the results represent a geometric average expected return. Grabowski estimated the arithmetic average equivalent ¼ geometric average risk premium estimate þ (standard deviation of risk premium estimates)2/2. The survey question answered is ‘‘On February 16, 2009 the annual yield on 10-year treasury bonds was 2.9%. Over the next 10 years, I expect the average annual S&P 500 return will be _%.’’ E1C09 08/09/2010 Page 136 136 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL LONG-TERM UNCONDITIONAL ERP ESTIMATE Exhibit 9.5 summarizes the study results and data discussed previously. The evidence presented in most of the studies represents a long-term average or unconditional estimate of the ERP. That is, what is a reasonable range of ERP that can be expected over an entire business cycle? In comparing implied ERP estimates to realized risk premiums, one should compare the implied estimates to the geometric average of realized risk premiums, remembering that the implied estimates are forward-looking and the realized risk premiums are historical.40 Therefore, for Exhibit 9.5, we have displayed under ‘‘Geometric Average’’ the mean of the implied ERP estimates for the period, and we also converted a mean geometric average to an equivalent arithmetic average.41 EXHIBIT 9.5 Long-Term ERP Estimates Measured Relative to Long-Term U.S. Government Bonds Realized Risk Premiums Period 20 years (1989–2008) 30 years (1979–2008) 40 years (1969–2008) 50 years (1959–2008) 83 years (1926–2008)(1) 109 years (1900–2008) 137 years (1872–2008) 211 years (1798–2008) Adjusted Realized Risk Premiums Average for Period Arnott and Bernstein Fama and French SBBI Realized SBBI Supply Side Dimson et al. Ibbotson and Chen Supply Side Adjusted for WWII Interest Rate bias 40 Arithmetic Average Geometric Average 4.1% 5.0% 3.2% 3.8% 6.5% or 6.0%(2) 6.3% 5.6% 4.9% 2.2% 3.4% 1.6% 2.4% 4.5% 4.3% 3.8% 3.3% Period Arithmetic Average Geometric Average 1926–2001 1951–2000 1951–2000 1951–2000 1900–2008 1926–2008 4.5% 2.6%–3.6% 7.6% 4.7% 3.6%–4.6% 5.7%(1) 2.4% 1.2%–2.2% 6.0% 3.3% 1.4%–2.6% 3.6%(1) 1926–2008 5.2%(2) The authors confirmed this interpretation with both Roger Ibbotson and Aswath Damodaran. 41 In making that adjustment, we used the following estimated relationship: arithmetic average equivalent ¼ geometric average risk premium estimate þ (standard deviation of risk premium estimates)2/2. We used the standard deviation of realized risk premiums for the 50 years 1959–2008 of approximately 17% to arrive at an estimate of 1.4% to add to the geometric averages to estimate the arithmetic average equivalents. E1C09 08/09/2010 Page 137 137 Equity Risk Premium Implied Risk Premiums Bottom-up Estimates Merrill Lynch Value Line Cost of Capital Yearbook Damodaran Top-down Estimates Hassett Survey Estimates Graham and Harvey Period 1993–2008 1993–2008 1994–2008 1993–2008 Period 1993–2008 Period 2000–2009 Arithmetic Average Equivalent(4) Implied ERP Average(3) 6.8% 7.6% 7.9% 4.4% 5.4% 6.2% 6.5% 3.0% Arithmetic Average Equivalent (4) Implied ERP Average(3) 6.6% 5.2% Arithmetic Average Equivalent(4) Implied ERP Average(3) 4.30% 2.90% (1) SBBI Valuation Edition 2009 Yearbook. Realized risk premiums adjusted to 6.0% by normalizing1942–1951 interest rates to correct for WWII interest rate bias; see discussion in Chapter 9. (3) Mean for period; implied ERP as of early 2009 measured against a normalized long-term U.S. government bond rate. (4) Implied ERP estimates are equivalent to geometric averages of realized risk premiums. For comparison purposes, Grabowski converted mean implied ERP for period to its arithmetic average equivalent based on standard deviation of realized risk premiums over prior 50-year period. (2) Based on the studies and the data presented, we conclude that a reasonable longterm estimate of the average or unconditional ERP is 3.5% to 6.0%. CONDITIONAL ESTIMATE OF ERP AND THE CRISIS OF 2008–2010 Beginning in September 2008, the stock market and the economy started to tumble into crisis. Where in this range is the current ERP, given the crisis of 2008–2010? Research has shown that ERP is cyclical during the business cycle. We use the term conditional ERP to mean the ERP that reflects current market conditions. For example, when the economy is near or in recession (as reflected in recent relatively low returns on stocks), the conditional ERP is at the higher end of the range (e.g., at December 31, 2008). When the economy improves (with expectations of improvements reflected in recent increasing stock returns), the conditional ERP moves toward the midpoint of the range. When the economy is near its peak (and reflected in recent relatively high stock returns), the conditional ERP is more likely at the lower end of the range. If one views pricing of the stock market over the long term, one can see in Exhibit 9.6 the long-term versus the short-term relationships. In scenario A, we see Page 138 138 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Scenario A: Conditional ERP Estimate at Peak of Stock Market Cycle Returns of Large Company Stocks 08/09/2010 Time Scenario B: Conditional ERP Estimate at Trough of Stock Market Cycle Returns of Large Company Stocks E1C09 Time EXHIBIT 9.6 Relationship of Conditional ERP to Long-Term ERP the long-term trend in the returns in large company stocks. This is equivalent to the long-term ERP estimate over time. We all know that the stock market goes through cycles. Stocks get bid up at times faster than the long-term average. In scenario A, we see a depiction of one of those upward cycles when the returns increase faster than the long-term average (‘‘above average’’). Assume we are estimating the conditional ERP at the valuation date (indicated by the vertical line). The conditional ERP will be less than the average for some time in order for the average over the long run to return to the average (that is, because it was above the average for a period, it will be below average to get back to the average).These above-average returns occurred during the tech boom; assume our valuation date was at the peak of the tech boom, and the conditional ERP at that point would be less than the average. Similarly, in scenario B, we see a decline from the long-term average (e.g., last half of 2008). Assume we are estimating the conditional ERP at the valuation date E1C09 08/09/2010 Page 139 Equity Risk Premium 139 (indicated by the vertical line). The conditional ERP will be greater than the average for some time in order for the average over the long run to return to the average (that is, because it was below the average for a period, i.e., losses during 2008, it will be above average to get back to the average). As the stock market declined and the risk to the economy increased, implied ERP estimates increased while realized risk premiums decreased. If one were estimating cost of equity capital using a method just like ‘‘normal times’’ (e.g., using realized risk premiums), the estimate would be flawed. The crisis of 2008–2010 and the resulting recession were (and at the writing of this book still are) not ordinary times. If one simply added an estimate of the ERP taken from commonly used sources used during normal economic times to the spot yield on 20-year U.S. government bonds on December 31, 2008, one would have arrived at an estimate of the cost of equity capital that was too low. As of December 2007, for example, the yield on 20-year U.S. government bonds equaled 4.5%, and the Morningstar realized risk premium for 1926–2007 was 7.1%. But at December 2008, the yield on 20-year U.S. government bonds was 3.0%, and the Morningstar realized risk premium for 1926–2008 was 6.5%. So just at the time that the risk in the economy increased to maybe the highest point, the base cost of equity capital using realized risk premiums decreased from 11.6% (4.5% plus 7.1%) to 9.5% (3.0% plus 6.5%). Let us relate this relationship to observations of implied volatilities of the stock market and bond market, interest rates, and implied ERP estimates. For our comparison, we will use data on implied volatility on options for the S&P 500 and U.S. government bonds and interest rates on constant maturity 20-year U.S. government bonds (Exhibit 9.7). Implied volatility is the market’s best guess of the future volatility over the term of the option. When the crisis began to unfold (September 15, 2008, with Lehman Brothers filing for bankruptcy), the stock market moved down, and fear enveloped the financial markets. We can see that the monthly implied volatilities increased in the S&P 500 and long-term U.S. government bond options, peaking in the October– December 2008 period. At the same time, though, the interest rates on U.S. government bills and bonds declined to levels below those justified by the real rate of interest plus expected rates of inflation. This increased volatility in the expected interest rates implies that the market questioned whether such low interest rates were sustainable. Exhibit 9.7 also displays the interest rates month to month. As of January 1, 2008, for example, Damodaran’s implied ERP estimate was approximately 4.37% and held rather steady through September 1, 2008, when the implied ERP was approximately 4.3% and long-term interest rates were normal (yields not driven down by the flight to quality).42 So anyone estimating the implied ERP at the end of December 2008 had to deal with both the declining stock market (function of increased risk evidenced by the increasing volatility of the S&P 500 options) and the declining long-term U.S. government interest rates. The question is: Do you measure the implied ERP against the actual interest rates or against normalized interest rates? If one estimates the ERP 42 Aswath Damodaran, ‘‘Equity Risk Premiums: Determinants, Estimation and Implications—A Post-Crisis Update,’’ Stern School of Business Working paper, October 2009. Available at http://ssrn.com/abstract=1492717. E1C09 08/09/2010 Page 140 140 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 9.7 Implied Volatilities for Options on S&P 500 and Options on U.S. Government Bonds and Interest Rates on Constant Maturity 20-Year U.S. Government Bonds S&P 500 ETF Implied Volatility As of: 12/31/2005 12/31/2006 12/31/2007 1/31/2008 2/29/2008 3/31/2008 4/30/2008 5/31/2008 6/30/2008 7/31/2008 8/31/2008 9/30/2008 10/31/2008 11/30/2008 12/31/2008 1/31/2009 2/28/2009 3/31/2009 4/30/2009 5/29/2009 6/30/2009 7/31/2009 8/31/2009 9/30/2009 iShares Lehman 20+ Year Treasury Bond Implied Volatility 30 Day(1) 3 Month(2) 30 Day(1) 3 Month(2) 20-Year Treasury Bond Rate 10.765 10.255 21.525 26.121 24.581 25.037 19.403 15.929 22.804 22.058 19.111 39.166 52.078 51.756 36.267 39.630 40.919 39.529 33.320 26.759 23.937 22.761 22.698 22.628 12.655 11.023 22.604 23.983 24.925 24.590 19.977 18.885 22.508 21.838 21.246 31.297 46.356 48.393 37.567 38.683 39.475 39.385 33.163 28.109 25.276 24.480 25.424 23.015 8.700 7.490 14.952 17.578 17.807 16.846 12.954 13.081 11.516 11.085 10.759 18.686 16.809 28.837 31.332 26.101 25.140 17.989 19.808 22.022 18.966 16.897 16.109 15.859 9.239 8.079 14.356 16.294 17.305 17.239 13.341 14.165 12.966 12.316 12.133 16.118 18.464 31.087 31.213 25.258 25.410 19.401 19.875 21.802 19.452 17.803 17.259 16.793 4.6 4.9 4.5 4.4 4.4 4.3 4.6 4.8 4.6 4.7 4.5 4.4 4.8 3.7 3.0 3.9 4.0 3.6 4.1 4.3 4.3 4.3 4.2 4.0 (1) (2) 30-day implied volatility. 3-month implied volatility. Sources: Bloomberg and SBBI Valuation Edition 2009 Yearbook. Compiled by Duff & Phelps LLC. Used with permission. All rights reserved. against the actual interest rates, the conditional ERP will be greater simply by the fact that that interest rates have declined. Comparing implied ERP estimates over time and comparing implied ERP estimates with realized risk premiums becomes difficult, as most prior periods did not have interest rates so dramatically influenced by the flight to quality. Exhibit 9.8 displays implied ERP estimates against the actual benchmark 20-year U.S. government bond yield and against a normalized yield (adjusting the yields for December 2008 through March 2009) based on both Merrill Lynch and Damodaran bottom-up implied ERP estimates (converted to an equivalent premium over 20-year U.S. government bonds) month to month for December 2008 through September 2009. Some would argue that the long-term U.S. government bond rate was still too low after March 2009 due to a continuing flight to quality, as discussed in Chapter 7. 3.03% 3.94% 4.01% 3.55% 4.10% 4.32% 4.29% 4.30% 4.15% 4.03% Bond Yield Actual 4.50% 4.50% 4.50% 4.50% 4.10% 4.32% 4.29% 4.30% 4.15% 4.03% Bond Yield Normalized 9.17% 8.45% 9.18% 9.44% 8.49% 8.07% 8.10% 7.69% 7.83% 7.75% Merrill Lynch ERP Actual 7.70% 7.89% 8.69% 8.49% 8.49% 8.07% 8.10% 7.69% 7.83% 7.75% Merrill Lynch ERP Normalized Source: Quantitative Profiles and www.damodaran.com and Duff & Phelps calculations. Long-term government bond rate normalized at 4.5% for December 2008 through March 2009. 903.25 825.88 735.09 797.87 872.81 919.14 919.32 987.48 1020.62 1057.08 Dec 31, 2008 Jan 31, 2009 Feb 28, 2009 March 31, 2009 April 30, 2009 May 31, 2009 June 30, 2009 July 31, 2009 Aug 31, 2009 Sept 30, 2009 S&P 500 Estimate as of 5.61% 5.80% 6.69% 6.17% 5.38% 5.09% 5.10% 4.68% 4.55% 4.13% Damodaran ERP Actual 4.14% 5.24% 6.20% 5.22% 5.38% 5.09% 5.10% 4.68% 4.55% 4.13% Damodaran ERP Normalized Implied ERP Estimates Benchmarked against Actual and Normalized 20-Year U.S. Government (constant maturity) Bond Yields 08/09/2010 EXHIBIT 9.8 E1C09 Page 141 141 E1C09 08/09/2010 Page 142 142 EXHIBIT 9.9 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Implied ERP Estimates as of December 2008 and September 2009 December 2008 Implied ERP versus 20-Year Risk-free (normalized) Rate Merrill Lynch Damodaran Hassett September 2009 Implied ERP versus 20-Year Risk-free (actual) Rate As Estimated Arithmetic Average Equivalent As Estimated Arithmetic Average Equivalent 7.70% 4.14% 5.70% 9.10% 5.54% 7.10% 7.75% 4.13% 4.20% 9.20% 5.50% 5.60% Based on normalized long-term bond rate. Hassett’s top-down RPF model did not explain the S&P 500 and ERP well as of December 31, 2008, due to the abnormally low long-term U.S. government bond rate. The model’s estimate of the S&P 500 approximated the actual S&P 500 and a more reasonable ERP if one substituted a normalized long-term U.S. government bond rate at that date. The S&P 500 closed the quarter ending September 30, 2009, at 1,057. Hassett’s top-down RPF model predicted the S&P to be at 903 (5% below actual).43 Hassett’s implied ERP at September 30, 2009, equaled 4.2% against the yield on 20-year U.S. government bonds.44 The model implies that the S&P is fairly valued as of September 30, 2009, and the ERP estimate is consistent with the level of the S&P 500 and risk-free interest rates. He also did not find any significant increase in the ERP relative to a normalized risk-free rate during the 2008–2009 crisis. Given that the implied ERP estimates are comparable to the geometric average of realized risk premiums, we convert the implied ERP estimates as of September 2009 to their arithmetic average equivalent and summarize those results in Exhibit 9.9.45 43 These estimates were based on the following assumptions: S&P Earnings ¼ 39.10 based on S&P’s estimate for the four quarters ending September 30, 2009 Rf ¼ 3.31% based on closing yields on 10-year U.S. government bonds RPF ¼ 1.48 Real interest rate ¼ 2.0% based on average yields on 10-year U.S. government inflationprotected bonds (TIPS) Long-term expected real growth in GDP ¼ 2.6% Applying the formula we get: 903 ¼ 39.10/{.0331 (1 þ 1.48) [.0331 .02 þ .026]}. 44 RPF ¼ 1.48 relative to 10-year U.S. government bonds (September 30, 2009, yield ¼ 3.31%) and yield difference between 10-year and 20-year U.S. government bonds ¼ .72% (September 30, 2009, yield ¼ 4.03%). Implied ERP ¼ (1.48 3.31%) .72% ¼ 4.2% (rounded). 45 In making that adjustment, we used the following estimated relationship: arithmetic average equivalent ¼ geometric average risk premium estimate þ (standard deviation of risk premium estimates)2/2. We used the standard deviation of realized risk premiums for the fifty years 1959–2008 of approximately 17% to arrive at an estimate of 1.4% to add to the geometric averages to estimate the arithmetic average equivalents. 08/09/2010 Page 143 Equity Risk Premium 143 S&P 500 Index Jan 1953 – September 30, 2009 8 7 Log of Index Close 6 5 4 3 2 1 2/ 1 1/ 9 53 2/ 1 1/ 956 2/ 19 1/ 59 2/ 1 1/ 9 62 2/ 1 1/ 965 2/ 19 1/ 68 2/ 1 1/ 971 2/ 19 1/ 74 2/ 1 1/ 9 77 2/ 1 1/ 9 80 2/ 1 1/ 9 8 3 2/ 19 1/ 86 2/ 1 1/ 9 89 2/ 1 1/ 9 92 2/ 1 1/ 995 2/ 1 1/ 998 2/ 20 1/ 01 2/ 2 1/ 004 2/ 20 07 0 1/ E1C09 EXHIBIT 9.10 S&P 500 Index from January 1953 to September 30, 2009 As we are writing this book, it appears that we are nearing a more normalized long-term S&P 500 index level and an ERP more in the middle of the long-term range. See Exhibit 9.10. But there is some evidence that the level of the S&P 500 is being driven by a continued below-normal level of risk-free interest rates. The issue of predicting future returns on the S&P 500 is the subject of much research, which generally has centered on the power of various models to predict future returns on the S&P 500 and the resultant equity premium, given current prospects as measured by observed relationships. For example, Goyal and Welch test a range of variables that have been held to predict ERP: dividend-to-price ratios, dividend yields, price/earnings ratios, interest rates, inflation rates, and consumption-based macroeconomic ratios. They find that the models are unstable when used to predict the resulting equity risk premium in periods not included in the sample periods. They find that ‘‘most models not only cannot beat the unconditional benchmark, but also outright underperform it.’’46 Others have disputed their results, finding that predictive power is small but economically meaningful, or that their results are really the result of poor predictability of, say, dividend growth.47 But research suggests that only models allowing explicitly for time-varying factors succeed in maintaining their predictive power across periods of time.48 46 Amit Goyal and Ivo Welch, ‘‘A Comprehensive Look at the Empirical Performance of Equity Premium Prediction,’’ Working paper, January 11, 2006. Available at http://ssrn .com/abstract=517667. 47 John Y. Campbell and Samuel B. Thompson, ‘‘Predicting the Equity Premium out of Sample: Can Anything Beat the Historical Average?’’ HIER Discussion Paper No. 2084 (July 2005). Available at http://ssrn.com/abstract=770953. John H. Cochrane, ‘‘The Dog That Did Not Bark: A Defense of Return Predictability,’’ Working paper, January 30, 2006. Available at http://ssrn.com/abstract=1212064. 48 Thomas Dangl, Michael Halling, and Otto Randl, ‘‘Equity Return Prediction: Are Coefficients Time Varying?’’ Working paper, April 2006. Available at http://ssrn.com/abstract=887780. E1C09 08/09/2010 Page 144 144 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL As the focus of this book is valuation of businesses and investments by businesses, the conditional ERP will generally be of less importance over time, and once the worst of the crisis is behind us, we can fall back on using the long-term, unconditional ERP in developing discount rates. SUMMARY The results presented in this chapter do not point to a single estimate of ERP. They point to a conclusion that the normal ERP is in a range that is consistent with the principle that investors’ expectations are not homogeneous. Different investors have different cash flow expectations and future assessments of the risk that those cash flows will be realized. You can think of this in terms of the dividend discount model; numerous combinations of expected future cash flows and discount rates equate to the existing price.49 Estimating the ERP is one of the most important issues when you estimate the cost of capital of a subject business or project. You need to consider a variety of alternative sources, including examining realized returns over various periods and employing forward-looking estimates such as those implied from projections of future prices, dividends, and earnings. What is a reasonable estimate of the unconditional or long-range ERP? While giving consideration to the long-run historical arithmetic average of realized risk premiums, these authors conclude that the post-1925 historical arithmetic average of one-year realized premiums as reported in the SBBI Yearbook results in an expected normal ERP estimate that is too high. In fact, the example of the decline in the ERP estimate from December 2007 to December 2008, if one mechanically applies these data, results in a nonsensical estimate of the cost of equity capital as of December 31, 2008. Some practitioners express dismay over the necessity of considering a forward ERP since that would require changing their current cookbook practice of relying exclusively on the post-1925 historical arithmetic average of one-year realized premiums reported in the SBBI Yearbook as their estimate of the ERP. Our reply is that valuation is a forward-looking concept, not an exercise in mechanical application of formulas. Correct valuation requires applying value drivers reflected in today’s market pricing. You need to mimic the market. In our experience, you often cannot match current market pricing for equities using the post-1925 historical arithmetic average of one-year realized premiums as the basis for developing discount rates. The entire valuation process is based on applying reasoned judgment to the evidence derived from economic, financial, and other information and arriving at a wellreasoned opinion of value. Estimating the ERP is no different. After considering the evidence, a reasonable long-term estimate of the average or unconditional ERP should be in the range of 3.5% to 6%. This estimate is consistent with the SBBI Yearbook supply side ERP estimate (5.7%) minus the WWII Interest Rate bias (due to the interest rate accord from 1942 through 1951) or 5.2%. 49 Pablo Fernandez, ‘‘Equity Premium: Historical, Expected, Required and Implied,’’ Working paper, February 18, 2007: 28. Available at http://ssrn.com/abstract=933070. E1C09 08/09/2010 Page 145 Equity Risk Premium 145 But for the conditional ERP as of December 31, 2008 (the date we are using for most of our examples), we have concluded that given the risks in the economy as of December 31, 2008, that the conditional ERP should be at the high end of the longterm range relative to normalized long-term U.S. government bond yields. Therefore, we are using 4.5% as the normalized long-term U.S. government bond yield and an ERP of 6% in the examples. Even as of September 30, 2009, the conditional ERP still is in the upper end of the long-term range, say 5% to 6%. While we present data and calculations elsewhere in this book using data through the end of 2008 and earlier, we do that to help the reader understand the methodology. Since the choice of ERP is so important, in this chapter we present data as up-to-date as possible as we were preparing the text. E1C09 08/09/2010 Page 146 APPENDIX 9A Realized Risk Premium Approach and Other Sources of ERP Estimates Realized Risk Premium (ex Post) Approach Measuring Realized Risk Premiums Realized Historical Stock and Bond Returns Summarizing Realized Risk Premium Data What Periodicity of Past Measurement? Is Bias Introduced by Using the Arithmetic Average in Estimating the ERP? Bias in Compounding Bias in Discounting Other Sources of ERP Estimates REALIZED RISK PREMIUM (EX POST) APPROACH Here we discuss in detail the following issues in applying the realized risk premium approach: & & & & & Which risk-free rate should be used to measure the realized premiums? Which period should be used as the sample period? Is the arithmetic average or geometric average the more accurate method of summarizing realized return data over the sample period? Should returns be measured over one-year holding periods or over longer holding periods? Is bias introduced by using the arithmetic average of realized risk premiums? Measuring Realized Risk Premiums The measure of the risk-free rate has generally not been controversial once the proper duration (long- term versus short-term) of the investment has been estimated, since the expected yield to maturity on appropriate U.S. government securities is directly observable in the marketplace. However, the normal relationship fell apart during the crisis of 2008–2009, as investors sold risky assets and moved funds to The authors want to thank David Turney of Duff & Phelps LLC. for preparing materials for this appendix. 146 E1C09 08/09/2010 Page 147 Realized Risk Premium Approach and Other Sources of ERP Estimates 147 what they perceived to be risk-free assets, U.S. obligations. We discussed this phenomenon in Chapter 7. Consequently, choice of the benchmark risk-free rate in 2008 and 2009 does affect the observed risk premium in those years. The difference between realized returns on stocks for 2008 and 2009 compared with the actual average yields on U.S. government bonds will result in a realized premium that is biased high. That is, the difference will be greater than it would be were yields on U.S. government bonds not unusually low. Differences in one’s approach to estimating the ERP hinge even more on the measure of expected return on equity securities. In applying the realized risk premium approach, the analyst selects the number of years of historical return data to include in the average. One school of thought holds that the future is best estimated using a very long horizon of past returns. Another school of thought holds that the future is best measured by the (relatively) recent past. These differences in opinion result in disagreement as to the number of years to include in the historical average. Realized Historical Stock and Bond Returns The highest-quality data are available for periods beginning in 1926 (the year that the forerunner of the current S&P 500 was first published) from the Center of Research in Security Prices (CRSP) at the University of Chicago. The SBBI Yearbook contains summaries of returns on U.S. stocks and bonds derived from that data.50 The reported returns include the effects from the reinvestment of dividends. Returns on common stocks have been assembled by various sources (and with various qualities) for earlier periods. Reasonably good stock market return data are available back to 1872, and less reliable data are available back to the end of the eighteenth century. (In the earliest period, the market consisted almost entirely of bank stocks, and by the mid-nineteenth century, the market was dominated by railroad stocks.51) Data for government bond yield data have also been assembled for 50 Stocks, Bonds, Bills and Inflation (SBBI) Valuation Edition 2009 Yearbook (Chicago: Morningstar, 2009). 51 See Lawrence Fisher and James Lorie, ‘‘Rates of Return on Investments in Common Stocks,’’ Journal of Business 37(1) (1964); C. P. Jones and J. W. Wilson, ‘‘A Comparison of Annual Stock Market Returns: 1871–1925 with 1926–1985,’’ Journal of Business 60(2) (1987): 239–258; G. W. Schwert, ‘‘Indexes of Common Stock Returns from 1802 to 1987,’’ Journal of Business 63(3) (1990): 399–425; Roger G. Ibbotson and Gary P. Brinson, Global Investing: The Professional’s Guide to the World Capital Markets (New York: McGraw-Hill, 1993); C. P. Jones and J. W. Wilson, ‘‘An Analysis of the S&P 500 Index and Cowles’s Extensions: Price Indexes and Stock Returns, 1870–1999,’’ Journal of Business 75(3) (2002): 505–533; S. H. Wright, ‘‘Measures of Stock Market Value and Returns for the US Nonfinancial Corporate Sector, 1900–2000,’’ Working paper, February 1, 2002. Available at http://ssrn.com/abstract=298039. W. Goetzmann, R. Ibbotson, and L. Peng, ‘‘A New Historical Database for NYSE 1915 to 1925: Performance and Predictability,’’ Journal of Financial Markets 4 (2001): 1–32; E. Dimson, P. Marsh, and M. Staunton, Triumph of the Optimists: 101 Years of Global Investment Returns (Princeton, NJ: Princeton University Press, 2002) with annual updates available in Credit Suisse Global Investment Returns Sourcebook (London: Credit Suisse/London Business School); W. Goetzmann and R. Ibbotson, ‘‘History and the Equity Risk Premium,’’ Chapter 12 in Rajnish Mehra, Handbook of the Equity Risk Premium (Amsterdam: Elsevier, 2008), 522–523. E1C09 08/09/2010 Page 148 148 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 9A.1 Realized Equity Risk Premiums: Stock Market Returns Minus U.S. Government Bonds Period 20 years (1989–2008) 30 years (1979–2008) 40 years (1969–2008) 50 years (1959–2008) 83 years (1926–2008)(2) 109 years (1900–2008) 137 years (1872–2008) 211 years (1798–2008) Arithmetic Average Standard Error(1) Geometric Average 4.1% 5.0% 3.2% 3.8% 6.5%(3) 6.3% 5.6% 4.9% 4.4% 3.1% 2.8% 2.4% 2.3% 1.9% 1.6% 1.2% 2.2% 3.4% 1.6% 2.4% 4.5% 4.3% 3.8% 3.3% (1) Calculated as standard deviation of realized excess returns divided by square root of N, number of years in sample. (2) SBBI Valuation Edition 2009 Yearbook. (3) Adjusted to 6.0% if 1942–1951 interest rates are normalized to correct for WWII Interest Rate bias; see discussion in Chapter 9. Source: Data compiled from R. Ibbotson and G. Brinson, Global Investing (New York: McGraw-Hill, 1993); W. Schwert, ‘‘Indexes of U.S. Stock Prices from 1802 to 1987,’’ Journal of Business 63 (July 1990): 399–426; S. Homer and R. Sylla, A History of Interest Rates, 3rd ed. (Piscataway, NJ: Rutgers University Press, 1991); and SBBI, 2009 Yearbook (Chicago: Morningstar, 2009). Compiled by Duff & Phelps LLC. Used with permission. All rights reserved. these periods. Exhibit 9A.1 presents the realized average annual risk premium for stocks assembled from various sources for alternative periods through 2008. We measure the realized risk premium by comparing the stock market returns realized during the period to the income return on long-term U.S. government bonds (or yield to maturity for the years before 1926). While some may question the relevance of averages including early periods for estimating today’s ERP, what is striking is that the largest arithmetic average of oneyear returns is the 83 years from 1926 to 2008. Why use the income return on long-term government bonds? The income return in each period represented the expected yield on the bonds at the time of the investment. Investors make a decision to invest in the stock market today by comparing the expected return from that investment to the rate of return today on a benchmark security (in this case, the long-term U.S. government bond). While the investors did not know the stock market return when they invested at the beginning of each year, they did know the rate of interest promised on long-term U.S. government bonds when they were first issued. To try to match the expectations at the beginning of each year, we measure historical stock market returns on an expectation that history will repeat itself over the expected return on bonds in each year. The realized risk premiums vary year to year, and the estimate of the true ERP resulting from this sampling is subject to a degree of error. We display the standard errors of estimate for each period in Exhibit 9A.1. The standard error of estimate allows you to measure the likely accuracy of using the realized risk premium as the estimate of the true ERP. That statistic indicates the estimated range within which E1C09 08/09/2010 Page 149 149 Realized Risk Premium Approach and Other Sources of ERP Estimates the true ERP falls (i.e., assuming normality, the true ERP can be expected to fall within two standard errors with a 95% level of confidence). Summarizing Realized Risk Premium Data The summarized data in Exhibit 9A.1 represent the arithmetic and geometric averages of realized risk premiums for one-year returns. That is, the dollars invested (including reinvested dividends) are reallocated to available investments annually, and the return is calculated for each year. The arithmetic average is the mean of the annual returns. The geometric average is the single compound return that equates the initial investment with the ending investment, assuming annual reallocation of investment dollars and reinvestment of dividends. For example, assume this series of stock prices (assuming no dividends): Period 1 2 3 Stock Price Period Return $10 $20 $10 100% 50% The arithmetic average of periodic returns equals ð100% þ 50%Þ=2 ¼ 25%, and the geometric average equals ð1 þ r1 Þð1 þ r2 Þ1=2 1 ¼ ð1 þ 1:00 1 :5Þ1=2 1 ¼ 0. Realized risk premiums measured using the geometric (compound) averages are always less than those using the arithmetic average. The geometric mean is the lower boundary of the arithmetic mean, and the two are equal in the unique situation that every observation is identical. Further, the more variable the period returns, the greater the difference between the arithmetic and geometric averages of those returns. This is simply the result of the mathematics of a series that has experienced deviations. The choice between which average to use is a matter of disagreement among practitioners. The arithmetic average receives the most support in the literature,52 though some authors recommend a geometric average.53 The use of the arithmetic average relies on the assumptions that (1) market returns are serially independent (not correlated) and (2) the distribution of market returns is stable (not timevarying). Under these assumptions, an arithmetic average gives an unbiased estimate of expected future returns assuming expected conditions in the future are similar to conditions during the observation period. Moreover, the more observations available, the more accurate the resulting arithmetic average. 52 See, e.g., Paul Kaplan, ‘‘Why the Expected Rate of Return Is an Arithmetic Mean,’’ Business Valuation Review (September 1995); SBBI Valuation Edition 2002 Yearbook: 71–73; Mark Kritzman, ‘‘What Practitioners Need to Know about Future Value,’’ Financial Analysts Journal (May/June 1994): 12–15; Zvi Bodie, Alex Kane, and Alan J. Marcus, Investments (Chicago: Irwin Professional Publishing, 1989), 720–723. 53 See, e.g., Aswath Damodaran, Investment Valuation: Tools and Techniques for Determining the Value of Any Asset, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2002), 161–162. E1C09 08/09/2010 Page 150 150 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL . . . the arithmetic mean equates the expected future value of investment with its present value. This property makes the arithmetic mean the correct return to use as the discount rate or cost of capital.54 . . . the geometric mean measures changes in wealth over more than one period on a buy and hold (with dividends reinvested) strategy. . . . The arithmetic mean would provide a better measure of typical performance over a single historical period.55 What Periodicity of Past Measurement? But even if we agree that stock returns are serially independent, the arithmetic average of realized risk premiums based on one-year returns may not be the best estimate of future returns. Textbook models of stock returns (e.g., CAPM) are generally single-period models that estimate returns over unspecified investment horizons. For example, assume that the investment horizon equals two years. Then in using realized returns to estimate expected returns, one needs to calculate realized returns over two-year periods (i.e., the geometric average over consecutive two-year periods) and then calculate the arithmetic average of the two-year geometric averages to arrive at the unbiased estimate of future returns. For example, assume that the realized oneyear returns are: Year 1 ¼ 10% Year 2 ¼ 25% Year 3 ¼ 15% The geometric averages of the two-year holding periods are: ð1:10 1:25Þ1=2 1 ¼ 17:3% ð1:25 0:85Þ1=2 1 ¼ 3:1% The arithmetic average of typical two-year periods is therefore: ð17:3 þ 3:1Þ ¼ 10:2% 2 The issue then becomes: What is the appropriate interval over which average realized returns should be measured (1-year periods, as in the case of the returns reported in the SBBI Yearbook; 2-year periods; 20-year periods)? When one values businesses, should one compare returns over periods greater than one year? The most likely answer is yes. Practitioners have adopted the use of interest rates on long-term government bonds, typically 20-year bonds, as the appropriate long-term 54 Roger Ibbotson and Rex Sinquefeld, Stocks, Bonds, Bills and Inflation: Historical Returns (1926–1987) (Chicago: Irwin Professional Publishing, 1989), 127. 55 Willard T. Carleton and Josef Lakonishok, ‘‘Risk and Returns on Equity: The Use and Misuse of Historical Estimates,’’ Financial Analysts Journal 41(1) (January–February 1985): 39. E1C09 08/09/2010 Page 151 151 Realized Risk Premium Approach and Other Sources of ERP Estimates EXHIBIT 9A.2 Realized Risk Premiums over Varying Holding Periods Arithmetic Average of Realized Risk Premium 1-year returns1 2-year returns2 3-year returns3 4-year returns4 5-year returns5 83-year returns (geometric average)1 6.5% 6.0% 5.8% 5.5% 5.3% 4.5% 1 SBBI Valuation Edition 2009 Yearbook. Excluding investment period beginning 2008. 3 Excluding investment periods beginning 2007 and 2008. 4 Excluding investment periods beginning 2006, 2007, and 2008. 5 Excluding investment periods beginning 2005, 2006, 2007, and 2008. 2 Source: Compiled from data in Stocks, Bonds, Bills, and Inflation 2009 Yearbook. Copyright 2009 Morningstar, Inc. Compiled by Duff & Phelps LLC. All rights reserved. Used with permission. benchmark risk-free rate when valuing businesses. It follows then that a longer investment horizon of, say, 20 years is the appropriate period over which one should calculate realized returns. As the investment horizon increases, the arithmetic average of realized investment returns decreases asymptotically to the geometric average of the entire series. While Morningstar only reports on the arithmetic average of one-year returns, we calculated the realized risk premiums for various investment horizons using the data from 1926 to 2008 as shown in Exhibit 9A.2.56 Assuming that you have an investment horizon longer than one year, you can conclude that the realized risk premium that provides the ‘‘best estimate’’ of the ERP is probably between the arithmetic average of one-year returns and the geometric average of the entire series. In one recent study, the authors showed that compounding the arithmetic average of historical one-year returns as a forecaster of cumulative future returns resulted in estimates of cumulative returns that overstated the future cumulative returns that investors are likely to realize. This is due to the fact that distributions of stock market returns are skewed. The authors showed that use of the geometric mean of historical one-year returns resulted in estimates of cumulative returns that 56 The realized risk premium of each investment horizon was calculated by taking equity returns (S&P 500) minus the bond returns (long-term U.S. Government bond income return) for the respective periods. We calculated a series of rolling returns, one for stocks and another for bonds, for each investment horizon. We then took the arithmetic average of each series of rolling returns for the respective investment horizon. For example, the two-year return, for equities and bonds, is the arithmetic average of a series of two-year rolling returns from 1926 to 2008. We performed the same calculation for each investment horizon. We then subtracted the bond return from the equity return to estimate the equity risk premium for each investment horizon. E1C09 08/09/2010 Page 152 152 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL better approximate the median of cumulative returns (50% of investors will realize more than the median cumulative return, and 50% will realize less than the median return). They demonstrated that the difference between the median of forecasted cumulative returns obtained from compounding the arithmetic average versus the geometric average of one-year historical returns increased as the expected investment horizon increased.57 A number of academic studies have suggested that U.S. stock returns are not serially independent but rather have exhibited negative serial correlation.58 One recent study suggested that if stock returns have negative serial correlation, then the best estimate of expected returns lies somewhere between the arithmetic and geometric averages, moving closer to the geometric average as the degree of negative correlation increases and the projection period lengthens.59 But another study has shown that if the rates of return are not independent but display even a small amount of negative serial correlation, then the degree of bias in cumulative wealth is reduced substantially. This also is the case if the rates of return are independent but the risky expected cash flows are mean reverting. The result is that the cumulative wealth will be slightly greater than that expected by the typical investor (i.e., the median) even over a long investment horizon.60 While using the arithmetic average of realized risk premiums as an estimate of the ERP in compounding (i.e., estimating future cumulative wealth) will likely result in an estimate that is biased high, using the arithmetic average of realized risk premiums as an estimate of the ERP in discounting does not appear to introduce serious bias. This is explained in detail in the next sections. IS BIAS INTRODUCED BY USING THE ARITHMETIC AVERAGE IN ESTIMATING ERP? The issue of bias is important from two different vantage points when using an ERP estimate derived from the arithmetic average of realized risk premium data: 1. In predicting the compound return you might expect for an investment in stocks, will you get an answer that is biased (i.e., will measurement error be introduced simply due to the mathematics)? 57 Eric Hughson, Michael Stutzer, and Chris Yung, ‘‘The Misuse of Expected Returns,’’ Financial Analysts Journal (November–December 2006): 88–96. 58 Eugene F. Fama and Kenneth R. French, ‘‘Dividend Yields and Expected Stock Returns,’’ Journal of Financial Economics (October 1988): 3–25; Andrew Lo and Craig McKinlay, ‘‘Stock Market Prices Do Not Follow Random Walks,’’ Review of Financial Studies 1(1) (Spring 1988): 41–46; James Poterba and Lawrence Summers, ‘‘Mean Reversion in Stock Prices: Evidence and Implications,’’ Journal of Financial Economics (October 1988): 27–59. 59 Daniel C. Indro and Wayne Y. Lee, ‘‘Biases in Arithmetic and Geometric Averages as Estimates of Long-Run Expected Returns and Risk Premia,’’ Financial Management (Winter 1997): 81–90. 60 Carmelo Giaccotto, ‘‘Discounting Mean Reverting Cash Flows with the Capital Asset Pricing Model,’’ Financial Review (May 2007): 247–265. E1C09 08/09/2010 Page 153 Realized Risk Premium Approach and Other Sources of ERP Estimates 153 2. In discounting expected cash flows where you develop a cost of equity capital estimate using that ERP estimate, will you get an answer that is biased? Bias in Compounding If the expected returns are not correlated, then the arithmetic average of realized risk premiums is an unbiased estimator of the mathematical expected return per period. If we compound those returns, will the result equal the amount a typical investor would expect (i.e., the median where 50% of the time the investor’s wealth will be less than the amount and 50% of the time the investor’s wealth will be greater than the amount)? Compounding rates of returns estimated using the arithmetic average of realized risk premiums will in fact result in an expected cumulative wealth that exceeds the median. The result is biased high, and the bias grows larger as the investment horizon increases.61 Even if you accept the arithmetic average of annual realized risk premiums as an unbiased estimate of expected annual risk premium (i.e., investment horizon equals one year), it is a somewhat stronger assumption to compound this annual average over multiple periods (i.e., investment horizon equals n years); you are assuming that the estimate of the expected single-period return is accurate (in other words, that the estimate has no allowance for error). If you introduce measurement error and compound the estimated annual return over multiple periods, you will get a biased estimate of the true expected future value. This upward bias occurs even if the single-period arithmetic average itself is an unbiased estimate. The bias is due to measurement error introduced simply due to the mathematics. The fact that you get an expected upward bias in future investment results if you project future returns using an arithmetic average is important if you are estimating the returns you might expect to realize when investing funds for future retirement. This is the subject of much discussion in the pension investment literature. In predicting the compound return derived from the arithmetic average of realized risk premium data, you will get an answer that is biased due to measurement error introduced simply due to the mathematics as follows. Comparing future values that result from compounding an investment at an erroneous ‘‘too high’’ rate of return with results from compounding an investment at an equally erroneous ‘‘too low’’ estimated rate of return, the estimated future value in the too-high case will be further from the true expected future value than the estimate in the too-low case. This is simply a function of the mathematics of compounding. Averaging across these possibilities, the compounded future values derived from arithmetic averages will be too high in general. For example, assume that the true expected annual return on stocks for the next 10-year holding period equals 10%. The true expected future value in 10 years will then equal (1.10)10 ¼ 2.5937. However, the true expected return is not observable; historical data are compiled in an attempt to estimate the true expected return. While the estimation process of compiling an arithmetic average of historical returns results in an unbiased estimate, the estimate will be either too high or too low. Assume that there is a 50-50 chance of choosing an estimated future return that is 61 Eric Hughson, Michael Stutzer, and Chris Yung, ‘‘The Misuse of Expected Returns,’’ Financial Analyst Journal (November–December 2006): 88–96. E1C09 08/09/2010 Page 154 154 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL either too high or too low. If the estimate is too high (e.g., the estimate is that the future return will be 12%), the estimated future value will equal (1.12)10 ¼ 3.1058. Alternatively, if the estimate is too low (e.g., the estimate is that the future return will be 8%), the estimated future value will equal (1.08)10 ¼ 2.1589. The average of these two estimates equals 2.6324, which is greater than the true expected return of 2.5937. Using the arithmetic average of historical returns or realized risk premiums with error (and we know there will always be error) as the estimate of the true expected return results in too high a compounded future return on average. Several authors have studied biases that may arise in multiperiod compounding when the single-period estimate of expected return is subject to measurement error.62 Proposals in the academic literature for a correction of this bias (for predicting future values) involve downward adjustments in the arithmetic average of single-period realized returns. These adjustments increase as the length of the investment horizon increases. One proposed correction has the expected rate of return falling to the geometric average rate of return if the investment horizon is as long as the time horizon over which the historical averages are measured.63 While corrections for the measurement error problem in the arithmetic average of annual realized returns may be material for compounding over several decades, the proposed corrections for near-term compounding are minor. You should always use the geometric average of historical data (e.g., stock returns, earnings before interest, taxes, depreciation, and amortization [EBITDA]) for projections. For example, you should use the geometric average of realized risk premiums in projecting future value of a portfolio of stocks, not the arithmetic average. You should use the geometric average of historical growth in EBITDA to project future EBITDA, not the arithmetic average.64 Bias in Discounting In discounting expected cash flows where you develop a cost of equity capital estimate using an ERP estimate derived from the arithmetic average of realized risk premium data, will you get an answer that is biased? The statistical properties of this problem are such that you get a different answer if, instead of focusing on unbiased expected future values, you seek instead an unbiased estimate of the present value 62 Marshall E. Blume, ‘‘Unbiased Estimators of Long-Run Expected Growth Rates,’’ Journal of the American Statistical Association (September 1974): 634–638; Ian Cooper, ‘‘Arithmetic versus Geometric Mean Estimators: Setting Discount Rates for Capital Budgeting,’’ European Financial Management (July 2001): 157–167; Eric Jacquier, Alex Kane, and Alan J. Marcus, ‘‘Optimal Forecasts of Long-Term Returns and Asset Allocation: Geometric, Arithmetic, or Other Means?’’ Working paper, October 31, 2002. Available at http:// ssrn.com/abstract=353242. 63 Eric Jacquier, Alex Kane, and Alan J. Marcus, ‘‘Optimal Forecasts of Long-Term Returns and Asset Allocation: Geometric, Arithmetic, or Other Means?’’ Working paper, October 31, 2002. Available at http://ssrn.com/abstract=353242. 64 Pablo Fernandez, ‘‘80 Common Errors in Company Valuation,’’ Working paper, May 12, 2004: 12. Available at http://ssrn.com/abstract=545546. E1C09 08/09/2010 Page 155 Realized Risk Premium Approach and Other Sources of ERP Estimates 155 discount factor.65 A proposed correction that focuses on present value factors finds that the adjustment from the arithmetic average is small, even when discounting over fairly long periods.66 Moreover, the bias is toward discount rates that are too low rather than too high. Most of the value in a discounted cash flow analysis typically is derived from cash flows over the first 10 years, which limits potential bias in an overall present value calculation. For example, assume that the true expected annual return on stocks for the next 10-year holding period equals 10% and that rate of return represents the correct risk-adjusted return to use in discounting a stream of future cash flows. The correct discount factor to use in determining the present value of cash flows expected 10 years in the future will then equal (1.10)10 ¼ 0.3855. Again, the true expected return is not observable, and historical data are compiled in an attempt to estimate the true expected return. While the estimation process of compiling an arithmetic average of historical returns results in an unbiased estimate, the estimate will be either too high or too low. Assume that there is a 50-50 chance of choosing an estimated future return that is either too high or too low. If the estimate is too high (e.g., the estimate is that the future return will be 12%), the discount factor will equal (1.12)10 ¼ 0.3220. Alternatively, if the estimate is too low (e.g., the estimate is that the future return will be 8%), the discount factor will equal (1.08)10 ¼ 0.4632. The average of these two estimates equals 0.3926 (the arithmetic average results in an equivalent of a 9.8% rate of return), which results in a larger present value than had you used the correct discount factor of 0.3855 (i.e., the equivalent rate of return of 9.8% is too low compared to the true rate of return of 10%). Using the arithmetic average of historical realized premiums with error as the estimate of the true ERP results in an estimated rate of return that is too low. But the error in most practical valuations is minimal. The arithmetic average of realized risk premiums can be used as one estimate of the ERP in discounting without introducing significant mathematical bias. OTHER SOURCES OF ERP ESTIMATES The following is a list of published opinions and guidelines on the ERP. These are not the only sources but represent a cross section of opinion on the subject. & 65 Principles of Corporate Finance, 9th ed., takes no official position on the exact ERP. But the authors believe a range of 5% to 8% premium over T-bills is reasonable for the United States (equivalent to a premium over long-term When there is measurement error in expected returns, the unbiased estimate of the present value discount factor is not equal to the inverse of the unbiased estimate of future value. The bias in the arithmetic average for discounting runs is in the direction opposite that of the bias for future values (i.e., the bias causes an underestimate of the true compounded discount rate rather than an overestimate). 66 Ian Cooper, ‘‘Arithmetic versus Geometric Mean Estimators: Setting Discount Rates for Capital Budgeting,’’ European Financial Management (July 2001): 157–167. E1C09 08/09/2010 Page 156 156 & ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL government bonds of approximately 3.5% to 6.5%). They warn that ‘‘out of this debate only one firm conclusion emerges: Do not trust anyone who claims to know what returns investors expect.’’67 Valuation: Measuring and Managing the Value of Companies, 4th ed., recommends an ERP of 4.5% to 5.5%.68 The authors use a forward-looking model to estimate real expected market returns for 1962 through 2002 averaging 7.0%. Subtracting the real return on TIPS, they estimate the risk premium. The authors conclude on their assessment of the research and evidence: Although many in the finance profession disagree about how to measure the (ERP), we believe 4.5 to 5.5% is the appropriate range. Historical estimates found in most textbooks (and locked in the minds of many), which often report numbers near 8%, are too high for valuation purposes because they compare the market risk premium versus shortterm bonds, use only 75 years of data, and are biased by the historical strength of the U.S. market.69 & & 67 Damodaran on Valuation, 2nd ed., concludes that the most relevant realized return is the geometric average realized return versus government bonds, 4.84% (geometric average realized premium 1926 through 2004 over 10-year U.S. government bonds), while the average implied (forward-looking approach using expected dividends and expected dividend growth) ERP is only about 4% as of January 2006 (premium over 10-year U.S. government bonds).70 The author notes that the average implied ERP has been about 4% over the past 40 years.71 He uses 4% in most of his valuation examples. He updated his estimate of the ERP to a range of 5%–6% as of September 30, 2009.72 Equity Risk Premium concludes that ‘‘reasonable forward-looking ranges for the future equity risk premiums in the long run are 3.5% to 5.5% over treasury bonds.’’73 Richard Brealey, Stuart Myers, and Franklin Allen, Principles of Corporate Finance, 9th ed. (Boston: Irwin McGraw-Hill, 2008), 180. 68 Tim Koller, Marc Goedhart, and David Wessels, Valuation: Measuring and Managing the Value of Companies, 4th ed. (Hoboken, NJ: John Wiley & Sons, 2005), 305–306. 69 Tim Koller, Marc Goedhart, and David Wessels, Valuation: Measuring and Managing the Value of Companies, 4th ed. (Hoboken, NJ: John Wiley & Sons, 2005), 306. 70 Aswath Damodaran, Damodaran on Valuation: Security Analysis for Investment and Corporate Finance, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2006), 41, 48. 71 Aswath Damodaran, Damodaran on Valuation: Security Analysis for Investment and Corporate Finance, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2006), 47. 72 Aswath Damodaran, ‘‘Equity Risk Premiums (ERP): Determinants, Estimation and Implications—A Post-Crisis Update,’’ Stern School of Business Working paper, October 2009, 67. Available at http://ssrn.com/abstract=1492717. see also, ‘‘Equity Risk Premiums (ERP): Determinants, Estimation, and Implications—The 2010 Edition,’’ Stern School of Business Working paper, February, 2010. Available at http://ssrn.com/abstract=1556382. 73 Bradford Cornell, Equity Risk Premium: The Long-Run Future of the Stock Market (New York: John Wiley & Sons, 1999), 201. E1C09 08/09/2010 Page 157 Realized Risk Premium Approach and Other Sources of ERP Estimates & 157 Creating Shareholder Value, revised and updated, recommends that the premium should be based on expected rates of return rather than average historical rates. This approach is crucial because with the increased volatility of interest rates over the past two decades the relative risk of bonds increased, thereby lowering risk premiums to a range of 3 to 5%.74 & & & & & & 74 Graham and Dodd’s Security Analysis uses an ‘‘equity risk premium’’ of 2.75% over the yield on Aaa industrial bonds for valuing the aggregate S&P 400 Index that approximates a 10-year historical average.75 This translates to a premium of approximately 3% over long-term government bonds. The authors reproduce the opinion of one security analyst who recommended a premium over the S&P Composite Bond yield of 3.5% to 5.5% in 1978 and 3.0% to 3.5% in 1983;76 this translates to premiums of approximately 4.5% to 7% in 1978 and 4% to 6% in 1983 over long-term government bonds. Stocks for the Long Run concludes that ‘‘as real returns on fixed-income assets have risen in the last decade, the equity premium appears to be returning to the 2% to 3% norm that existed before the postwar surge.’’77 The author updates his views to the beginning of 2006 and concludes that projected equity returns of 3.5% to 4.5% (equivalent arithmetic average return) over government bonds ‘‘will still give ample rewards for investors willing to tolerate the short-term risks of stocks.’’78 The Quest for Value recommends a 6% premium based on a long-run geometric average difference between the total returns on stocks and bonds.79 Financial Statement Analysis and Security Valuation notes that ‘‘the truth is that the equity risk premium is a speculative number.’’ The author uses 5% in his examples but notes the wide range of estimates.80 ‘‘Equity Premium: Historical, Expected, Required and Implied’’ recommends that ‘‘an additional 4% (over government bonds) compensates the additional risk of a diversified portfolio.’’81 ‘‘Market Risk Premium Used in 2008: A Survey of More than 1,000 Professors’’ reports on a survey of more than 1,000 college professors in the United States, Alfred Rappaport, Creating Shareholder Value, revised ed. (New York: Free Press, 1997), 39. 75 See Sidney Cottle, Roger F. Murray, and Frank E. Block, Graham & Dodd’s Security Analysis, 5th ed. (New York: McGraw–Hill, 1988), 573. 76 Sidney Cottle, Roger F. Murray, and Frank E. Block, Graham & Dodd’s Security Analysis, 5th ed. (New York: McGraw–Hill, 1988), 83–85. 77 Jeremy J. Siegel, Stocks for the Long Run (New York: McGraw-Hill, 1994), 20. 78 Jeremy J. Siegel, ‘‘Perspectives on the Equity Risk Premium,’’ Financial Analysts Journal (November–December 2005): 61–73. Grabowski converted Siegel’s conclusion in terms of geometric average return (p. 70) compared to government bonds. 79 G. Bennett Stewart, The Quest for Value (New York: HarperCollins, 1991), 436–438. 80 Stephen H. Penman, Financial Statement Analysis and Security Valuation, 3rd ed. (New York: McGraw-Hill, 2007), 476. 81 Pablo Fernandez, ‘‘Equity Premium: Historical, Expected, Required and Implied,’’ Working paper, February 18, 2007, 28. Available at http://ssrn.com/abstract=933070. E1C09 08/09/2010 Page 158 158 & & & 82 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Europe, Canada, the United Kingdom, and Australia.82 The average ERP used by 351 college professors in the United States was 6.5% in 2008. ‘‘The Equity Premium in 150 Textbooks’’ finds a wide variety of ERP estimates. The five-year moving average observed in the various textbooks has declined from an average of 8.4% in 1990 to 5.7% in 2008 and 2009.83 ‘‘Market Risk Premium Used in 2010 by Professors: A Survey with 1,500 Answers’’ reports that the average (and median) ERP estimate in the United States at the beginning of 2010 equaled 6.0%.84 ‘‘Market Risk Premium Used in 2010 by Analysts and Companies: A Survey with 2,400 Answers’’ reports that the average ERP estimate used by analysts in the United States and Canada at the beginning of 2010 was 5.1% (median equal to 5.0%) while the average ERP estimate used by companies in the United States was 5.3% (median equal to 5.0%) at the beginning of 2010.85 Pablo Fernandez, ‘‘Market Risk Premium Used in 2008: A Survey of More Than 1,000 Professors,’’ Working paper, February 16, 2009. Available at http://www.iese.edu/research/ pdfs/DI-0784-E.pdf. 83 Pablo Fernandez, ‘‘The Equity Premium in 150 Textbooks,’’ Working paper, September 14, 2009. Available at http://ssrn.com/abstract=1473225. 84 Pablo Fernandez and Javier Del Campo Baonza, ‘‘Market Risk Premium Used in 2010 by Professors: A Survey with 1,500 Answers,’’ Working paper, May 13, 2010. Available at http://ssrn.com/abstract=1606563. 85 Pablo Fernandez and Javier Del Campo Baonza, ‘‘Market Risk Premium Used in 2010 by Analysts and Companies: A Survey with 2,400 Answers,’’ Working paper, May 21, 2010. ? =1,^wdb boxit "Text Hidden Please check" E1C10 08/26/2010 Page 159 CHAPTER 10 Beta: Differing Definitions and Estimates Introduction Estimation of Equity Beta Differences in Estimation of Equity Betas Length of the Sample or Look-Back Period Frequency of Return Measurement Choice of Market Index Choice of Risk-free Rate Choosing the Best Method Modified Betas: Adjusted, Smoothed, and Lagged Adjusted Beta Incorporates Industry Norm Smoothed Beta ‘‘Sum Beta’’ Incorporates Lag Effect ‘‘Full-Information’’ Equity Beta Peer Group Equity Beta Fundamental Equity Beta Equity Beta Estimation Research Estimation of Debt Betas Other Beta Considerations Summary Technical Supplement Chapters 2 and 3 INTRODUCTION Betas for equity capital are used as a modifier to the equity risk premium in the context of the capital asset pricing model (CAPM). Beta is the sole risk measure of equity capital of the pure CAPM and this is the form of the CAPM most often shown in textbooks. The combination of equity beta for the subject business multiplied by the equity risk premium (ERP) for the market equals the estimated risk premium for The authors would like to thank David Turney and William Susott of Duff & Phelps LLC for preparing material for this chapter. 159 E1C10 08/26/2010 Page 160 160 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL the subject business. Equity betas increase with the risk of the business. For example, the beta of a business with greater business (operating) risk will be greater than the beta of a business with lesser business risk. Similarly, the beta of a business with more debt in the capital structure will be greater than the beta of a business with lesser financial risk.1 The concept of beta as a risk measure can be extended to debt capital. If equity capital is bearing all of the risk of the variability of operating income, then the debt capital is bearing no market risk and the debt beta equals zero. But as the level of debt financing of the business increases and the credit rating decreases, debt capital will also bear market risk. That market risk can likewise be measured in terms of a beta. This chapter explores some widely used methods in the estimation and applications of betas for equity capital and debt capital. Beta estimates are generally derived from data on publicly traded securities. If one is valuing a closely held business or a nonpublic division or reporting unit, for example, one is using the beta estimate of publicly traded securities as a proxy for the nonpublic business. Published and calculated beta estimates for public stocks typically reflect the capital structure of each respective business at market values. The beta estimates are typically made using realized returns for the subject business’s stock and the stock market as a whole, and both reflect market values. These betas sometimes are referred to as levered betas, since these beta estimates reflect the actual leverage in the subject business’s capital structure. The adjustment for leverage differences is called unlevering and levering beta estimates. We discuss that process in Chapter 11. ESTIMATION OF EQUITY BETA Market or systematic risk is measured in CAPM by beta. Beta is a function of the expected relationship between the return on an individual security (or portfolio of securities) and the return on the market. In the CAPM, beta should be the expected beta. We typically use regression betas and other techniques to develop the expected beta for use in the CAPM. Newer estimation techniques, which we discuss later, use implied volatility derived from options to estimate expected betas. The market is generally measured by a broad market index, such as the Standard & Poor’s (S&P) 500 Index. The broad market index is a proxy for the broad economy. The beta is theoretically the expected sensitivity of the individual security to changes in the economy and, similar to the ERP, beta is a forward-looking concept. The sensitivity of individual security returns is the sensitivity of the company to cash flow risks and discount rate risk. It represents the sensitivity of changing expectation about expected cash flows of the business relative to changing expectations about expected cash flows of the economy as a whole (i.e., the market) changing expectations for the ERP.2 There are two general ways for estimating betas. The top-down beta estimate for a public company comes from a regression of excess returns of the company’s 1 2 See Chapter 5 for discussion of business and financial risk. John Y. Campbell and Jianping Mei, ‘‘Where Do Betas Come From? Asset Price Dynamics and the Sources of Systematic Risk,’’ Review of Financial Studies 6(3) (1993): 567–592. E1C10 08/26/2010 Page 161 Beta: Differing Definitions and Estimates 161 stock to the excess returns of a market portfolio. Alternatively, a bottom-up beta can be estimated by: & & & & & Identifying the businesses in which the subject business operates Identifying guideline public companies and estimating their levered betas Unlevering the guideline public company beta estimates to get estimates of unlevered (asset) betas Taking a weighted average of these unlevered betas, where the weights are based on the relative values (or operating income) of the businesses in which the subject business operates Relevering using an appropriate debt-to-equity ratio for the subject business Of course, you need to use a bottom-up or proxy beta when the subject business is a division, reporting unit, or closely held business. The most widely used techniques for estimating beta generally use historical data over a sample or look-back period and assume that the future will be sufficiently similar to this past period to justify extrapolation of betas calculated using historical data. Research shows that betas are time-varying (i.e., sensitive to market changes as the economy changes; betas differ during improving economic conditions compared with periods when economic conditions are declining). Using a historical method based on a sample period may not provide a reliable indication of expected beta when economic conditions are changing. The current and expected future economic conditions may differ from the economic conditions during the look-back period. Therefore, the beta estimated using the data for the look-back period may not reflect the future. Academicians prefer to estimate beta by comparing the excess returns on an individual security relative to the excess returns on the market index. By excess return, we mean the total return (which includes both dividends and capital gains and losses) over and above the return available on a risk-free investment (e.g., U.S. government securities). For a publicly traded stock, you can estimate beta via regression (ordinary least squares [OLS] regression), regressing the excess returns on the individual security Ri Rf against the excess returns on the market Rm Rf during the look-back period. The resulting slope of the best-fit line is the beta estimate. Formula 10.1 shows the regression formula. (Formula 10.1) Ri Rf ¼ a þ B Rm Rf þ e where: Ri ¼ Historical return for publicly traded stock, i Rf ¼ Risk-free rate a ¼ Regression constant B ¼ Estimated beta based on historical data over the look-back period Rm ¼ Historical return on market portfolio, m e ¼ Regression error term Morningstar uses excess returns in all its computations. Some practitioners and other financial data services calculate betas using total returns for the subject E1C10 08/26/2010 Page 162 162 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL security and for the market returns instead of excess returns. Some practitioners calculate returns for the subject security and for the market simply using changes in price and ignoring dividend returns. However, comparisons of beta estimates using excess returns or total returns show that, as a practical matter, it makes little difference in the aggregate. If one uses only changes in price and ignores dividend return, it will make some difference, especially for a stock whose returns are predominantly comprised of dividends. The OLS regression using total return is: (Formula 10.2) R i ¼ a þ B Rm þ e where the variables are defined as in Formula 10.1 Modern portfolio theory and CAPM do not require linearity of the market line or the use of a regression model to estimate beta. In the original CAPM formulation, beta is an ex ante measure of risk. The use of regression analysis confuses the issue because one has to assume that the error terms are uncorrelated with the market portfolio.3 But regression analysis is the most widely used method of beta estimation, so the user needs to understand the methodology, including its strengths and its weaknesses. Beta equals the covariance of the returns for the subject security to the returns for the market (e.g., the S&P 500) relative to the variance in the returns for the market during the sampling or look-back period. An example of calculating betas using total returns is shown in Exhibit 10.1. The look-back period in this example is 120 months. An example of a beta estimate using the OLS regression method for a look-back period of 60 months of total returns for TIBCO Software, Inc. (market capitalization equal to $932.2 million and debt equal to $56 million as of December 2008) is displayed in Exhibit 10.2. Because beta is an expected sensitivity, any estimation using historical methods is subject to error. How useful are the results of the regression in estimating the relationship between the returns on a stock and the returns on the market? Or how close to the true beta is the estimated beta? Accuracy of the beta estimate can be described in statistical terms. Important statistics are: & & t-statistic: Only indicates if the beta coefficient is different from zero (i.e., if t-statistic > x, beta differs from zero). Standard error of estimate: Measures the likelihood that true beta is measured by estimate of the beta made by regression. See the Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement, Chapter 3 an interpretation of the example OLS regression beta estimate for TIBCO Software. 3 William F. Sharpe, ‘‘Capital Asset Prices with and without Negative Holdings,’’ Journal of Finance 46 (1991): 489–509. E1C10 08/26/2010 Page 163 Beta: Differing Definitions and Estimates 163 The beta estimate for the example in Exhibit 10.2 equals 1.765. The t-statistic in the example equals 4.66, indicating that the data provide a beta estimate that is statistically significant (i.e., different from zero). R2 equals 0.33. The standard error of estimate equals 0.331.4 That is, we have 95% confidence that the true beta is between 1.765 þ/ (2)(0.331) or between 1.10 and 2.43. The statistics in regressions are discussed more fully in the Review of Statistical Analyses in the Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement, Appendix III. Because we cannot compute a beta directly for a division, reporting unit, or closely held business, we need to estimate a bottom-up or proxy beta for these businesses. We can either calculate beta estimates or go to reference sources to obtain beta estimates for guideline public companies or industries to use as a proxy beta for our subject business. In developing a proxy beta, you must consider the differences between the subject business and the possible guideline public companies. Also, you must be cautious of beta estimates using smaller public companies without an active market, as their betas tend to be underestimated using OLS beta estimates and by reference sources. The sum beta method of estimating betas helps correct for the tendency for OLS methods to underestimate betas. We discuss the use of the sum beta method of estimating beta later in this chapter. Further, the more beta estimates drawn from guideline public companies of similar size as the subject business you use as the basis for the beta estimate of the subject business, the better the accuracy because the standard error of estimation is reduced. Details on sources of beta estimates can be found in Appendix II. DIFFERENCES IN ESTIMATION OF EQUITY BETAS Be aware that significant differences exist among beta estimates for the same stock published by different financial reporting services. One of the implications of this fact is that betas for guideline companies used in a valuation should all come from the same source. Assuming you are not calculating beta yourself, if all betas for guideline companies are not available from a single source, the best solution probably is to use the source providing betas for the greatest number of guideline companies and not use betas from other sources for the others. Otherwise an apples-andoranges mixture will result. Differences in the beta measurement derive from choices within four variables: 1. The length of the time period over which the historical returns are measured (i.e., the length of the look-back period) 2. The periodicity (frequency) of return measurement within that time period 3. The choice of an index to use as a market proxy 4. The risk-free rate above which the excess returns are measured In addition to how these four variables are treated, adjustments can be made to recognize the beta’s tendency to adjust toward either the industry average beta or the market portfolio beta (1.0). These adjustments are discussed later in this chapter. 4 Standard error of estimate of the beta coefficient ¼ beta/t-statistic. E1C10 08/26/2010 Page 164 164 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Length of the Sample or Look-Back Period Most services that calculate beta use a two- to five-year sample measurement or look-back period. Five years is the most common historical period on which the forward estimate is based. This balances the use of a long history with the likelihood that betas are changing and betas estimated with older data may not be representative of future betas. The Ibbotson Beta Book uses a 60-month look-back period for most stocks but includes a beta based on as few as 36 months if data are available for only this length of time. The Ibbotson Beta Book is published only electronically beginning in 2010 and contains beta information on public companies. You can also get beta information by company on the Morningstar web site (www.Morningstar.com). The example in Exhibit 10.1 uses a look-back period of 120 months. The beta estimate for TIBCO Software displayed in Exhibit 10.2 uses a look-back period of 60 months. EXHIBIT 10.1 Illustrative Example of One Common Method for the Calculation of Beta Month End, t [a] Return on Security A [b] Return on S&P Index [c] 1/89 2/89 3/89 .. . 10/98 11/98 12/98 Sum Average 0.041 (0.007) 0.052 0.069 (0.029) 0.021 0.113 0.033 (0.016) 0.500 0.004 0.077 0.057 0.055 1.488 0.012 Beta ¼ Calculated Covariance [d] 0.00211 0.00045 0.00043 0.00709 0.00131 (0.00086) 0.21060 0.00176 [f] Calculated Variance [e] 0.00325 0.00168 0.00008 0.00423 0.00203 0.00185 0.26240 0.00219 [g] Covariance ðSecurity A; S&P IndexÞ 0:00176 ¼ ¼ 0:80 Variance of S&P Index 0:00219 a. 10 years or 120 months. b. Returns based on end-of-month prices and dividend payments (versus quarterly or annually). c. Returns based on end-of-month S&P Index plus dividends. d. Values in this column are calculated as: Observed return on Security A Average return on Security A (Observed return on Security A Average return on Security A) (Observed return on S&P Index Average return on S&P Index), or 0.00211 ¼ (0.041 0.004) (0.069 0.012) e. Values in this column are calculated as: (Observed return on S&P Index Average return on S&P Index), or 0.00325 ¼ (0.069 0.012) f. The average of this column is the covariance between Security A and the S&P Index. g. The average of this column is the variance of return on the S&P Index. Source: Shannon P. Pratt with Alina Niculita, Valuing a Business: The Analysis and Appraisal of Closely Held Companies, 5th ed. (New York: McGraw-Hill, 2008), Chapter 9. Reprinted with permission. All rights reserved. E1C10 08/26/2010 Page 165 165 Beta: Differing Definitions and Estimates EXHIBIT 10.2 Beta Estimation for TIBCO Software, Inc. Using OLS Regression Ticker Symbol: TIBX SIC 7372: Prepackaged software Date of beta estimate: December 2008 Company: Provides infrastructure software solutions in the Americas, Europe, the Middle East, Africa, Asia Pacific, and Japan Calculated OLS Beta est. Number of Months of Data OLS Regression Results R-Squared Std error Intercept Beta 1.765 60-month look-back period Summary Statistics TIBX Market Average Return Standard Deviation 2.451% 39.290% 1.343% 12.752% Correlation Matrix TIBX Market TIBX Market Average Monthly Volume (millions) Average Volume/Total Outstanding 1.000 0.573 3.645 2.03% 0.33 0.095 0.40% 1.765 t-stat 0.328 5.322 Std error 1.22% 0.331 1.000 Annualized Source: Calculated (or derived) based on Standard & Poor’s Capital IQ data. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. But if the business characteristics change during the sampling period (e.g., major divestiture or acquisition, financial distress, cancelation of a significant contract), it may be more appropriate to use a shorter period. However, as the sampling period used is reduced, the accuracy of the estimate is generally reduced. Frequency of Return Measurement Returns for the publicly traded stock and the market returns may be measured on a daily, weekly, monthly, quarterly, or annual basis. Monthly is the most common frequency, although Value Line uses five years of weekly data. The Bloomberg online service gives the user the choice of daily, weekly, monthly, or annual returns. Choice of Market Index Providers of beta estimates generally choose one of the well-known market indices used in calculating beta: & & Standard & Poor’s (S&P) 500 Index New York Stock Exchange (NYSE) Composite Index E1C10 08/26/2010 Page 166 166 & & & ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL NYSE and American Stock Exchange (AMEX) Index NYSE, AMEX, and over-the-counter (OTC) Index Value Line Index The Bloomberg online service gives the user the choice of a number of market indices. Use of a market-capitalization weighted index is the predominant method in academic research and commercial services. In a market-capitalization weighted index, the weight for each company in the index is determined by the market value of its equity. While the commonly held belief is that for an index to be representative of the market, it must be market-capitalization weighted, there is little academic research evidence to support this recommendation. In fact, in one study the authors find that estimating betas using five years of monthly return data and returns on an equal-weighted market index (the Center for Research in Security Prices [CRSP] equal-weighted index) rather than a marketcapitalization weighted index provides the beta estimates using a look-back method that best matches future realized betas.5 The sizes of the companies in the S&P 500 Index are so great that the index comprises a large percentage of the total capitalization of all of the stocks constituting the combined indexes listed here. Furthermore, the broader market indices listed correlate almost perfectly with the S&P 500 Index. As a result, it generally does not make a great deal of difference which index is used. Morningstar uses the S&P 500 in its calculations for the Ibbotson Cost of Capital Yearbook and the Ibbotson Beta Book. But the beta estimate for a specific company may underestimate that company’s true beta if the market index used during the look-back period is overweighted by a specific industry. The theory is that the market index should reflect the overall economy. But at times the market value for a particular segment of the economy will take over the market index (e.g., technology stocks in the late 1990s or in developing economies where one or two stocks dominate the stock market capitalization). For example, if one computed beta estimates using historical returns over a look-back period or obtained beta estimates from data sources, the risks for basic manufacturing companies appeared to have gone down in the late 1990s because the beta estimates of these companies decreased. Prior to the run-up in prices of technology stocks, basic manufacturing companies represented significant weight in the stock indices. Prior to the 1990s, the returns on basic manufacturing stocks were highly correlated to the changes in the stock indices. As technology stocks began to dominate the indices, the returns on the stocks of basic manufacturing companies were significantly less correlated with returns in the market indices, making it appear that their risks had been reduced. The underlying risks of basic manufacturing companies had not in fact changed. But their observed betas then looked low compared with their long-term average betas. At times when one segment takes over the market index, alternative, longer look-back periods or alternative beta measurements, such as fundamental betas (discussed later in this chapter), may be more representative of the risks of the companies in segments other than the industry that dominates the index. 5 Jan Batholdy and Paula Peare, ‘‘The Relative Efficiency of Beta Estimates,’’ Working paper, March 2001. Available at http://ssrn.com/abstract=263745. E1C10 08/26/2010 Page 167 Beta: Differing Definitions and Estimates 167 Choice of Risk-free Rate To avoid the maturity risk (interest rate risk) inherent in long-term bonds, the riskfree rate used to compute excess returns generally is either the Treasury bill (T-bill) rate or the interest yield from U.S. government bonds. Morningstar uses the 30-day T-bill rate in its calculations for the Ibbotson Cost of Capital Yearbook and the Ibbotson Beta Book. Differences in the choice of risk-free rate will cause differences in the beta estimates. Choosing the Best Method With all of these choices to make, is there any research that provides guidance as to the best method for calculating beta? One set of researchers examined the use of different return frequencies to estimate beta, using different numbers of periods for the look-back period and different market indices to determine if there were characteristics that provided more efficient beta estimates. That is, which beta estimates provide the most accurate estimates of returns going forward? Though they tested limited combinations of return frequencies and look-back periods, they found that estimating betas using five years of monthly return data and returns on an equalweighted market index (the Center for Research in Security Prices [CRSP] equalweighted index) rather than a market capitalization weighted index provides the most efficient beta estimates using a look-back method.6 MODIFIED BETAS: ADJUSTED, SMOOTHED, AND LAGGED Several research studies have provided significant support for two interesting hypotheses regarding betas: 1. Tendency toward industry or market average. Over time, a company’s beta tends toward its industry’s average beta. The higher the standard error in the regression used to calculate the beta, the greater the tendency to move toward the industry average. 2. Lag effect. For all but the largest companies, the prices of individual stocks tend to react in part to movements in the overall market with a lag. The smaller the company, the greater the lag in the price reaction. This does not imply that the market is inefficient. Rather, the market for some stocks is more efficient than for other stocks. Large companies are followed by numerous analysts and are owned by numerous institutional investors. These stocks react to changes in the economy or changes in the business (e.g., introduction of a new product, signing of a new major contract) nearly instantaneously. Smaller companies’ stocks react at a slower rate. Recognizing these phenomena, Paul D. Kaplan, himself a participant in some of the relevant studies, introduced new methodologies in the first 1997 Beta Book to reflect this latest research. He called it the ‘‘sum beta’’ because it 6 Jan Batholdy and Paula Peare, ‘‘The Relative Efficiency of Beta Estimates,’’ Working paper, March 2001. Available at http://ssrn.com/abstract=263745. E1C10 08/26/2010 Page 168 168 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL averaged more than one month’s betas.7 But Morningstar stopped presenting the sum beta starting with the second 2001 edition because they did not know whether anyone was using it. Adjusted Beta Incorporates Industry Norm One technique for adjusting beta estimates to industry averages is a rather sophisticated technique called Vasicek shrinkage.8 The general idea is that betas with the highest statistical standard errors are adjusted toward the industry average more than are betas with lower standard errors. Because high-beta stocks also tend to have the highest standard errors in their betas, they tend to be subject to the most adjustment toward their industry average. This is the adjustment used in the Ibbotson Beta Book, where this adjusted beta is labeled Ibbotson Beta. Smoothed Beta An alternative adjustment that is used by Bloomberg and Value Line adjusts the historical beta to a ‘‘forward’’ estimated beta by averaging the historical beta estimate by two-thirds and the market beta of 1.0 by one-third. This adjustment is based on the assumption that over time, betas gravitate toward the market beta of 1.0. This is a mechanical adjustment that is applied to the raw betas of each guideline company to arrive at adjusted raw levered betas that can be unlevered and then relevered and does not indicate that any adjustment to the data used in calculating the historical beta estimate was made. ‘‘Sum Beta’’ Incorporates Lag Effect A sum beta consists of a multiple regression of a stock’s current month’s excess returns over the 30-day T-bill rate on the market’s current month’s excess returns and on the market’s previous month’s excess returns, and then a summing of the coefficients. This helps to capture more fully the lagged effect of comovement in a company’s returns with returns on the market (systematic risk).9 Because of the lag in all but the largest companies’ sensitivity to movements in the overall market, traditional betas tend to understate systematic risk. As the first 2006 edition of the Ibbotson Beta Book explains it, ‘‘Because of non-synchronous 7 Former Ibbotson Associates vice president and economist, now vice president, Quantitative Research, Morningstar, Inc. 8 The formula, used in the Ibbotson Beta Book, was first suggested by Oldrich A. Vasicek, ‘‘A Note on Using Cross-Sectional Information in Bayesian Estimation of Security Prices,’’ Journal of Finance (1973). The company beta and the peer group (industry) beta are weighted. The greater the statistical confidence in the company beta, the greater the weight on the company beta relative to the peer group beta. 9 The sum beta estimates conform to the expectation that betas are higher for lower capitalization stocks. Research also shows that sum betas are positively related to subsequent realized returns over a long period of time; see Roger G. Ibbotson, Paul D. Kaplan, and James D. Peterson, ‘‘Estimates of Small-Stock Betas Are Much Too Low,’’ Journal of Portfolio Management (Summer 1997): 104–111. E1C10 08/26/2010 Page 169 169 Beta: Differing Definitions and Estimates EXHIBIT 10.3 Comparison of OLS Betas and Sum Betas by Company Size, December 2007 CRSP Market Value-based Deciles Decile 1 2 3 4 5 6 7 8 9 10 Mid-Cap 3–5 Low-Cap 6–8 Micro-Cap 9–10 60 Months Ending December 2007 Largest OLS Beta Sum Beta Difference $ 472,519 20,235 9,207 5,013 3,423 2,412 1,633 1,129 723 363 9,207 2,412 723 0.95 1.02 1.21 1.23 1.26 1.37 1.48 1.56 1.56 1.43 1.23 1.46 1.50 0.93 1.07 1.30 1.40 1.42 1.46 1.61 1.71 1.77 1.77 1.36 1.58 1.77 0.02 0.05 0.09 0.17 0.16 0.09 0.13 0.15 0.21 0.34 0.13 0.12 0.27 Source: Calculated (or derived) based on CRSP1 data, # 2008 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business, and Standard & Poor’s Compustat data. Calculations by Duff & Phelps LLC. Size of largest company in each decile from 2008 SBBI Valuation Yearbook. Copyright # 2008 Morningstar, Inc. Used with permission. All rights reserved. price reactions, the traditional betas estimated by ordinary least squares are biased down for all but the largest companies.’’10 Exhibit 10.3 shows the differences between OLS betas and sum betas for the companies comprising the CRSP deciles as of December 2007, and Exhibit 10.4 shows the differences between OLS betas and sum betas for the companies comprising the CRSP deciles as of December 2008. We present both because as of December 2008, many companies that had been larger cap companies in earlier periods became smaller cap companies as their market capitalization shrank (the largest company in the 10th decile at December 2008, for example, had a market capitalization 40% less than the largest company in the 10th decile at December 2007). Of the public companies included in the CRSP data base, 77.5% were low-cap or microcap at December 2008, compared with 70% at December 2007. We would expect that as the market prices in 2009 increased, the relationship observed in 2007 will probably be more representative of the relationship in future periods. Exhibit 10.5 displays the differences in beta estimates by size of company (measured by market value of equity) for a sampling of industries. The research suggests that this understatement of systematic risk by the traditional beta measurements accounts in part, but certainly not wholly, for the fact that small stocks achieve excess returns over their apparent CAPM required returns (where the market equity risk premium is adjusted for beta). 10 Ibbotson Beta Book, 2006 ed. (Chicago: Morningstar, 2006). The second 2001 edition discontinued presenting sum betas. E1C10 08/26/2010 Page 170 170 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 10.4 Comparison of OLS Betas and Sum Betas by Company Size, December 2008 CRSP Market Value-based Deciles Decile 1 2 3 4 5 6 7 8 9 10 Mid-Cap 3–5 Low-Cap 6–8 Micro-Cap 9–10 60 Months Ending December 2008 Largest OLS Beta Sum Beta Difference $ 465,652 18,503 7,360 4,225 2,786 1,849 1,197 753 453 219 7,360 1,849 453 0.92 1.16 1.25 1.21 1.21 1.30 1.30 1.33 1.32 1.32 1.23 1.30 1.32 0.91 1.19 1.28 1.26 1.28 1.32 1.33 1.31 1.33 1.49 1.28 1.33 1.39 0.01 0.03 0.03 0.05 0.08 0.03 0.04 0.01 0.02 0.17 0.05 0.02 0.08 Source: Calculated (or derived) based on CRSP1 data, # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business, and Standard & Poor’s Compustat data. Calculations by Duff & Phelps LLC. Size of largest company in each decile from 2009 SBBI Valuation Yearbook. Copyright # 2009 Morningstar, Inc. Used with permission. All rights reserved. EXHIBIT 10.5 Comparison of OLS Betas and Sum Betas for Different Industries Data as of December 2008 Median Count OLS Beta Sum Beta Computer Software (SIC 7372) All Companies Over $1 Billion Under $200 Million 151 29 79 1.47 1.24 1.49 1.57 1.17 1.76 Auto Parts (SIC 3714) All Companies Over $1 Billion Under $200 Million 27 5 15 1.74 1.42 1.82 1.91 1.48 2.20 Healthcare (SIC 80) All Companies Over $1 Billion Under $200 Million 81 11 44 1.11 0.96 1.34 1.37 1.01 1.53 Publishing (SIC 27) All Companies Over $1 Billion Under $200 Million 39 8 19 1.30 1.03 1.41 1.57 1.28 1.85 Petroleum and Natural Gas (SIC 1311) All Companies Over $1 Billion Under $200 Million 152 41 76 1.50 1.16 1.78 1.86 1.46 2.30 Source: Compiled from Standard & Poor’s Capital IQ data. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. E1C10 08/26/2010 Page 171 Beta: Differing Definitions and Estimates 171 The formula for the sum beta is: (Formula 10.3) Rn Rf ;n ¼ a þ Bn Rm;n Rf ;n þ Bn1 Rm;n1 Rf ;n1 þ e Sum beta ¼ Bn þ Bn1 where: Rn ¼ Return on individual security subject stock in current month Rf,n ¼ Risk-free rate in current month a ¼ Regression constant Bn ¼ Estimated market coefficient based on sensitivity to excess returns on market portfolio in current month R ¼ Historical return on market portfolio m Rm;n Rf ;n ¼ Excess return on the market portfolio in the current month Bn1 ¼ Estimated lagged market coefficient based on sensitivity to excess returns on market portfolio last month Rm;n1 Rf ;n1 ¼ Excess return on market portfolio last month e ¼ Regression error term The 2009 SBBI Valuation Yearbook has a table (Table 7–10) titled ‘‘Long-Term Return in Excess of CAPM for Decile Portfolios of the NYSE/AMEX/NASDAQ, with Sum Beta,’’11 which is included as Exhibit 14.1 in Chapter 14 in this book. The table shows that the returns in excess of CAPM are much lower than for the OLS betas (shown in Exhibit 13.1 in this book), reflecting the superiority of measuring betas using the sum beta methodology compared with using OLS methodology for estimating betas of small businesses. Graph 7–5 in the 2009 SBBI Valuation Yearbook on the same page shows how much closer the portfolios track the Security Market Line, except for the tenth decile.12 If sum betas are used for smaller companies, the size effect (realized returns in excess of those predicted by CAPM) is greatly reduced. Sum betas for individual stocks can be calculated using spreadsheet software such as Microsoft Excel and historical return data, which is available from several sources, such as Standard & Poor’s Compustat. Some analysts prefer to calculate their own sum betas for a peer group of public companies (which they use as a proxy for the beta of their subject private business in the context of CAPM) and thus make a smaller adjustment for the size effect. The theory is that the sum beta helps correct for the larger size effect that is principally due to a misspecification of beta when using traditional OLS betas for smaller companies. Exhibit 10.6 shows the OLS and sum beta estimate for Ultimate Software Group, Inc. Ultimate Software’s market value of equity ($356.8 million) plus debt capital ($27 million) ranks the company as a micro-cap company (as of December 31, 2008). Its OLS beta estimate is equal to 1.69, and its sum beta estimate is equal to 1.92 (a 14% difference). 11 12 2009 SBBI Valuation Yearbook (Chicago: Morningstar, 2009): 98. 2009 SBBI Valuation Yearbook (Chicago: Morningstar, 2009): 98. E1C10 08/26/2010 Page 172 172 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 10.6 Beta Estimation for Ultimate Software Group Using OLS and Sum Beta Regression Methods Ticker Symbol: ULTI SIC 7372: Prepackaged software Date of beta estimates: December 2008 Company: Ultimate Software Group Inc. designs, markets, implements, and supports human resources, payroll, and talent management solutions primarily in the United States and Canada Calculated OLS Beta estimate Calculated Sum Beta estimate Number of Months of Data 1.69 1.92 60-month look-back period Summary Statistics ULTI Average Return Standard Deviation 22.946% 42.541% Correlation Matrix ULTI ULTI Market Market Lag Average Monthly Volume (millions) Average Volume/Total Outstanding 1.000 0.507 0.289 .214 Market 1.343% 12.752% Market 1.000 0.380 Market Lag 0.515% 12.963% Market Lag 1.00 0.88% Annualized. Source: Compiled from Standard & Poor’s IQ data. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. For smaller businesses, the difference can be even greater. Exhibit 10.7 shows the OLS and sum beta calculation for THQ, Inc. It had $281 million (as of December 31, 2008) market value of equity plus $18 million debt capital. Its OLS beta estimate is equal to 2.26 and its sum beta estimate is equal to 2.63 (a 17% difference). Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement, Chapter 2, provides an example of estimating beta using the OLS beta and sum beta methods. ‘‘FULL INFORMATION’’ EQUITY BETA Betas for individual companies can be unreliable. Ideally, one would like to have a sampling of betas from many ‘‘pure play’’ guideline public companies (e.g., companies with at least 75% of revenue from a single Standard Industrial Classification [SIC] code) when estimating a bottom-up beta. There may be many divisions of the largest companies in the industry, making pure play beta estimation difficult. E1C10 08/26/2010 Page 173 173 Beta: Differing Definitions and Estimates EXHIBIT 10.7 Beta Estimation for THQ, Inc. Using OLS and Sum Beta Regression Methods Ticker Symbol: THQI SIC 7372: Prepackaged software Date of beta estimates: December, 2008 Company: THQ, Inc. engages in the development, publishing and distribution of interactive entertainment software for various game systems worldwide Calculated OLS Beta estimate Calculated Sum Beta estimate Number of Months of Data 2.26 2.63 60-month look-back period THQI Market Market Lag 8.305% 44.0% 1.343% 12.752% 0.515% 12.963% THQI Market Market Lag 1.000 0.654 0.400 1.287 1.000 0.380 Summary Statistics Average Return Standard Deviation Correlation Matrix THQI Market Market Lag Average Monthly Volume (millions) Average Volume/Total Outstanding 1.00 1.92% Annualized. Source: Compiled from Standard & Poor’s Capital IQ data. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. The Ibbotson Beta Book includes industry betas calculated using full-information methodology (the full-information beta is seen as FI-beta in Chapter 7).13 The full-information approach is based on the premise that a business can be thought of as a portfolio of assets. The full-information approach is designed to capture the impact that the individual segments have upon the overall business beta. After identifying all companies with segment sales in an industry, Morningstar calculates a beta estimate of those companies. They then run a multiple regression with betas as the dependent variables (applying a weight to each beta based on its relative market capitalization to the industry market capitalization) and sales of the segments of each of the companies in the industry as the independent variable. That is, they are measuring the relative impact on the betas of companies in an industry based on the relative sales each company has within the industry. 13 Paul D. Kaplan and James D. Peterson, ‘‘Full-Information Betas,’’ Financial Management (Summer 1998): 85–93. E1C10 08/26/2010 Page 174 174 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 10.8 Example of Calculating the Peer Group Beta Segment reporting lists ‘‘sales’’ in 3 different two-digit SIC codes. Industry Composite Company Sales in % of Company SIC Beta Industry ($ millions) Sales in Industry Code 1221 6794 4953 1.10 1.16 1.56 Totals 113.80 1.30 36.10 151.20 75.30% 0.84% 23.86% 100.00% Sales-Weighted Beta Component .83 .01 .37 1.21 Applying market capitalization weights in the process tends to reduce the beta estimates because large capitalization companies on the average have lower betas than smaller companies. Measuring the impact on betas using segment sales data may present a problem in that the market weights profits, not sales. This procedure can overweight the relative importance of business segments with high sales and low profits. Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement, Chapter 2, provides an example of estimating beta using the full-information methodology. One can either weight the betas by market capitalization or equal-weighting. If the subject company is a smaller company, then the equal weighting is likely to be a better methodology. PEER GROUP EQUITY BETA The Ibbotson Beta Book also includes a peer group beta by industry. The peer group beta is calculated using the full-information betas by industry and weighting them for the subject company based on the sales by segments of the subject company. Exhibit 10.8 shows an example of calculating a peer group beta. Exhibit 10.9 is an excerpt from the 2008 Ibbotson Beta Book (which is published only electronically beginning in 2010). Note that it includes (1) traditional least squares regression beta (labeled raw beta, both levered and unlevered), (2) peer group beta, (3) adjusted beta (labeled Morningstar Beta, both levered and unlevered), and (4) the Fama-French three-factor models. Exhibit 20.5 displays a sample page from the 2009 edition of Ibbotson Beta Book. The Beta Book does not provide cost of equity estimates for individual companies; however, it does provide practitioners with the statistics necessary for calculating cost of equity under both the CAPM and the Fama-French three-factor model. FUNDAMENTAL EQUITY BETA As an alternative to using betas estimated from realized stock and market returns, you can estimate a fundamental beta. Fundamental betas are typically 0.51 1.36 1.06 1.20 2.86 2.81 1.34 1.87 1.76 5.09 4.77 3.87 2.30 2.89 5.53 t-Stat 0.03 0.06 0.05 0.31 0.28 0.21 0.08 0.13 0.34 R-Sqr 1.43 0.61 0.94 1.43 1.44 1.33 1.43 1.71 1.52 Beta Grp Pr 0.62 1.12 1.08 2.02 1.07 1.21 2.04 2.31 2.01 Beta Ibbotson 0.50 1.21 1.13 2.10 1.04 1.16 2.86 1.77 2.06 Beta Raw 0.61 0.98 1.08 2.02 1.06 1.17 2.04 0.95 2.00 Beta Ibbotson Unlevered 1.53 0.27 0.10 1.67 4.41 3.78 2.10 1.73 3.47 5.99 t-Stat FF 1.25 1.21 1.86 0.88 0.65 2.42 3.68 2.41 Beta FF 2.88 4.99 8.05 12.84 1.00 1.30 1.18 8.99 8.46 12.74 1.73 6.16 3.22 6.38 1.05 2.38 1.56 2.41 t-Stat SMB Prem SMB 0.41 0.88 5.67 4.31 3.77 5.59 5.44 9.63 1.53 4.90 4.76 3.44 8.80 10.57 t-Stat HML 1.77 5.85 11.30 5.14 Prem HML FF Statistics Fama-French Three-Factor Model 0.25 0.09 0.07 0.45 0.38 0.39 0.10 0.20 0.42 R-Sqr FF copies of the Ibbotson Beta Book, or for more information on other Morningstar publications, please visit global.morningstar.com/DataPublications. Calculated (or Derived) based on data from CRSP US Stock Database and CRSP US Indices Database # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. Used with permission. Source: 2009 Ibbotson1 Beta Book First Edition Copyright # 2009 Ibbotson Associates. All rights reserved. Used with permission. (Morningstar, Inc. acquired Ibbotson in 2006.) To purchase Company with less than 60 months’ data (minimum 36 months). Data through December 2008. APPLIED SIGNAL TECHNOLOGY 3APNS 1.13 APPLIED MICRO CIRCUITS CORP AIT APPLIED NANOTECH HOLDINGS APPLIED MATERIALS INC DIGA APPLIED NEUROSOLUTIONS INC APPLIED INDUSTRIAL TECH INC ARCI AMAT APPLIED ENERGETICS INC CRA AMCCD 2.10 APPLIANCE RECYCLING CTR AMER ABI 2.07 APPLE INC AAPL Beta Company Ticker Raw Levered CAPM: Ordinary Least Squares 08/26/2010 EXHIBIT 10.9 Partial Page View from the 2009 Ibbotson Beta Book First Edition (data through December 2008) E1C10 Page 175 175 08/26/2010 Page 176 176 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Coefficient of Variation of Operating Margin to Beta 1.6 1.4 1.2 1.0 Beta E1C10 0.8 0.6 0.4 0.2 0.0 –2.0 –1.5 –1.0 –0.5 0.0 Log of Median CV (Operating Income) 0.5 EXHIBIT 10.10 Relationship of Coefficient of Variation of Operating Margin to Beta estimated using accounting relationships and can take many forms. For example, one may estimate a fundamental beta by measuring the sensitivity of the subject business’s operating earnings to changes in operating earnings of the industry in which the business operates or to the market (segment or whole). One may be able to relate accounting data over time (time series) for companies to market betas or relate accounting data at a particular point in time across companies (cross-sectional) to market betas. Various studies have measured fundamental betas for publicly traded companies.14 For example, you can calculate a fundamental beta estimate for a division, reporting unit, or closely held business by examining the relationship of the variability or coefficient of variation (standard deviation of operating margin divided by the mean operating margin over the same period) to observed beta estimates.15 Exhibit 10.10 shows the relationship found in the Duff & Phelps Risk Premium Report—Risk Study, which will be discussed in Chapter 15. One source for fundamental beta estimates is Barra (www.mscibarra.com). Barra ‘‘predicted’’ betas are, in essence, historical OLS betas (calculated by regressing the log of 60 months of excess returns to log of excess returns of S&P 500) 14 See, e.g., Carolyn M. Callahan and Roseanne M. Mohr, ‘‘The Determinants of Systematic Risk: A Synthesis,’’ Financial Review (May 1989); Kee H. Chung, ‘‘The Impact of Demand Volatility and Leverage on the Systematic Risk of Common Stocks,’’ Journal of Business Finance and Accounting (1989); Aswath Damodaran, Investment Valuation: Tools and Techniques for Determining the Value of Any Asset, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2002), 58–59. 15 It can be shown that beta is a linear function of the coefficient of variation of firm or project cash flows. See, e.g., Cleveland S. Patterson, ‘‘CV or Not CV? That Is the Question,’’ Accounting and Finance (May 1989): 103. E1C10 08/26/2010 Page 177 Beta: Differing Definitions and Estimates 177 adjusted to be forward estimates. Barra actively cleans stock return data to ensure that stock splits, time gaps between trades, and other price inconsistencies are correctly accounted for. But historical betas do not recognize fundamental changes in a company’s operations during the prior 60 months and may be influenced by specific events that are unlikely to be repeated. Barra predicted betas are derived from a fundamental risk model. Risk factors are reestimated monthly and reflect changes in companies’ underlying risk structures in a timely manner. Barra uses company risk factors (company characteristics) plus industry risk exposures in developing their predicted betas. These risk factors are: Company Risk Factors & & & & & & & & & & & & & Variability in markets—predictor of volatility of stock based on behavior of stock’s options; measures stocks’ overall volatility and response to market Success compared to historical earnings growth information (i.e., analysts’ earnings estimates) ‘‘Size’’ based on log of market capitalization and log of total assets Trading activity and number of analysts following stock Growth: historical and expected future Earnings-to-price ratio Book-to-price ratio Earnings variability Financial leverage Foreign income: sensitivity to currency exchange rate changes Labor intensity: labor costs versus capital costs Dividend yield ‘‘Low-cap’’ characteristics (extension of size model based on market capitalization) Industry Risk Exposure & & & Company categorized into up to 6 of 55 industry groups Historical stock returns correlated with company risk factors, and these relationships are used to estimate company betas conditional on company characteristics Industry seems to be a dominant factor The predicted betas are based on Barra’s proprietary model. How do Barra predicted betas fare with small companies? Barra tends to report small predicted betas for small companies. Exhibit 10.11 shows a comparison of market capitalization data as of December 31, 2008, and Barra predicted betas as of December 2008 to historical beta estimates. We believe that since Barra bases its predicted beta estimate on OLS beta estimates, it may miss the lag effect on returns for smaller-company stocks captured by the sum beta. This is probably due to Barra’s focus on largercompany stocks. 178 406,067 18,494 7,293 4,215 2,784 1,834 1,197 751 453 219 1 2 3 4 5 6 7 8 9 10 105 128 116 132 168 201 247 291 496 1890 Company Count 0.84 1.02 1.23 1.17 1.20 1.26 1.25 1.33 1.43 1.43 Barra Historical 0.89 1.02 1.18 1.14 1.14 1.18 1.21 1.23 1.30 1.34 Barra Predicted 0.79 0.96 1.22 1.13 1.16 1.20 1.21 1.23 1.27 1.34 Sum Beta 0.94 1.09 1.26 1.22 1.23 1.32 1.34 1.41 1.55 1.56 Barra Historical 0.94 1.07 1.20 1.15 1.17 1.20 1.24 1.25 1.34 1.48 Barra Predicted Equal Weighted Avg 0.92 1.07 1.27 1.24 1.26 1.32 1.39 1.39 1.59 1.76 Sum Beta 0.86 1.05 1.25 1.15 1.17 1.40 1.29 1.36 1.51 1.53 Barra Historical 0.88 1.02 1.11 1.08 1.12 1.15 1.19 1.24 1.32 1.46 Barra Predicted Medians 0.90 1.04 1.22 1.11 1.17 1.37 1.36 1.33 1.55 1.70 Sum Beta Source: Data from S&P Research Insight and Capital IQ databases. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. Largest Mkt Cap Decile Market Weighted Averages 08/26/2010 EXHIBIT 10.11 Comparison of Barra Historical (OLS) Predicted Betas to Sum Betas E1C10 Page 178 E1C10 08/26/2010 Page 179 Beta: Differing Definitions and Estimates 179 EQUITY BETA ESTIMATION RESEARCH There continues to be much research on improving beta estimation techniques. For example, in one study the authors found that OLS beta estimates are subject to misestimation due to the small fraction of exceptionally large or small returns, called outliers, that are not predictable.16 They found that outliers occur more frequently with small companies. They recommend using weighted least squares estimation where outliers are discarded based on their impact on residual (error in the fit). Using a computational algorithm in a statistical modeling system, S-Plus (MathSoft, 1999), they tested the difference in predicting future or true beta. The authors found that when data do not contain influential outliers, OLS beta is the most precise estimate of true beta. But when influential outliers are present, OLS beta is an exceedingly poor estimate of true beta, and the beta estimate is improved by removing outliers from the sample period. In another study, the authors show that the OLS regression estimator for beta is based on the quadratic weighting scheme that tends to contradict the assumptions of risk aversion, and the probability distributions of market returns tend to have fatter tails than they would if the returns were normally distributed, making the OLS estimate of beta sensitive to extreme outliers. They explored the use of an absolute value weighting of differences (e.g., least absolute deviations approach) instead of the OLS quadratic weighting and found that the absolute value weighting scheme is likely to result in better beta estimates.17 In another study, the authors extracted ‘‘forward-looking’’ beta estimates from option pricing data on the Dow Jones 30.18 They used option models to estimate the implied volatility of the stocks and the covariance of the individual stocks with the market. They found that forward-looking betas extracted from implied volatilities on traded options often better estimated the beta in the next period than beta estimates derived from historical data. They also found that 180 days of historical excess returns provides the ‘‘best’’ estimate of forward-looking betas. Research is continuing on constructing beta estimates from option-implied volatility and skewness of return distributions.19 ESTIMATION OF DEBT BETAS The risk of debt capital can be measured by the beta of the debt capital (in cases where the debt capital is publicly traded). The Bd can be measured in a manner identical to measuring the BL of equity. For a public company, a regression of returns provides an estimate of Bd. That estimate indicates how the market views the riskiness of the debt capital as the stock market changes (or a proxy for the economy). 16 R. D. Martin and T. T. Simin, ‘‘Outlier-Resistant Estimates of Beta,’’ Financial Analysts Journal (September–October 2003): 56–69. 17 H. Shalit and S. Yitzhaki, ‘‘Estimating Beta,’’ Review of Quantitative Finance and Accounting 18(2) (2002): 95–118. 18 Peter F. Christoffersen, Kris Jacobs, and Gregory Vainberg, ‘‘Forward-Looking Betas,’’ Working paper, May 2, 2008. Available at http://ssrn.com/abstract=891467. 19 Bo-Young Chang, Peter F. Christoffersen, Kris Jacobs, and Gregory Vainberg, ‘‘OptionImplied Measures of Equity Risk,’’ Working paper, June 1, 2009. Available at http://ssrn .com/abstract=1416753. E1C10 08/26/2010 Page 180 180 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 10.12 Estimated Beta of Debt Based on Credit Ratings 2008 Moody’s Rating 2007 Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Aaa Aa A Baa Ba B Caa Ca-D 0.00 0.00 0.00 0.07 0.23 0.32 0.51 1.14 0.00 0.00 0.00 0.08 0.25 0.36 0.65 1.37 0.00 0.00 0.00 0.09 0.25 0.36 0.65 1.38 0.00 0.00 0.00 0.06 0.23 0.35 0.58 1.10 0.00 0.00 0.00 0.02 0.24 0.37 0.60 1.07 0.00 0.00 0.00 0.03 0.23 0.39 0.56 1.22 0.00 0.00 0.00 0.05 0.24 0.40 0.58 1.24 0.00 0.00 0.00 0.05 0.24 0.40 0.57 1.24 0.11 0.11 0.20 0.14 0.32 0.50 0.68 1.30 0.08 0.12 0.26 0.34 0.51 0.63 0.95 1.11 0.03 0.08 0.20 0.30 0.52 0.68 1.00 1.38 0.03 0.09 0.21 0.31 0.53 0.70 1.01 1.50 0.00 0.00 0.00 0.06 0.24 0.34 0.63 1.29 2009 Moody’s Rating Jan Feb Mar Apr May Jun Jul Aug Sep Aaa Aa A Baa Ba B Caa Ca-D 0.07 0.10 0.20 0.26 0.42 0.58 0.88 1.41 0.10 0.10 0.21 0.24 0.38 0.56 0.86 1.37 0.09 0.09 0.19 0.22 0.37 0.53 0.86 1.38 0.07 0.09 0.19 0.24 0.40 0.57 0.95 1.53 0.07 0.10 0.21 0.25 0.41 0.59 0.98 1.57 0.07 0.10 0.21 0.26 0.41 0.59 0.98 1.58 0.08 0.12 0.22 0.28 0.42 0.60 1.00 1.58 0.08 0.12 0.23 0.28 0.42 0.59 1.00 1.58 0.08 0.12 0.23 0.28 0.43 0.60 1.01 1.60 Source: Ibbotson Morningstar EnCorr database; calculations by Duff & Phelps LLC. Used with permission. All rights reserved. The risk implied by debt beta is a function of the amount of debt capital in the capital structure; the variability of earnings before interest, taxes, depreciation, and amortization (EBITDA); the level and variability of EBITDA/sales; and so on. These are fundamental risks that the interest (and principal) will or can be paid when due. Betas of debt generally correlate with credit ratings. Exhibit 10.12 shows the relationship between bond ratings and estimated betas of debt during 2008 and the first nine months of 2009. One needs to estimate an approximate credit rating (synthetic credit rating) for the business debt that is not rated by Moody’s, Standard & Poor’s, or Fitch. If the risk to the economy diminishes and we return to some semblance of normalcy, the observed betas by debt rating for periods before September 2008 can be used in conjunction with the unlevering and relevering formulas, which require debt beta estimates, as we discuss in Chapter 11. The general formula for estimating the beta for debt (e.g., traded bonds) is:20 (Formula 10.4) R d ¼ a þ B d R m Rf ð1 t Þ þ e where: Rd ¼ Rate of return on subject debt (e.g., bond) capital a ¼ Regression constant 20 Simon Benninga, Financial Modeling, 2nd ed. (Cambridge, MA: MIT Press, 2000), 414. E1C10 08/26/2010 Page 181 Beta: Differing Definitions and Estimates 181 Bd ¼ Estimated beta for debt capital based on historical data Rm ¼ Historical rate of return on the ‘‘market’’ t ¼ Marginal corporate tax rate e ¼ Regression error term Research has shown that bonds with longer periods to maturity appear to have greater market risk than bonds with shorter maturities. These longer-maturity bonds often have beta estimates more closely resembling the beta estimates of smallcapitalization stocks.21 OTHER BETA CONSIDERATIONS A top-down beta estimate for a public company comes from a regression of excess returns of the company’s stock to the excess returns of a market portfolio. You need to use bottom-up beta when the subject business is a division, reporting unit, or closely held business. You can always use a bottom-up beta even to estimate the beta for a public company. The bottom-up beta approach will give you a better estimate of the true beta when: & & & & The standard error of the beta from the regression is high and the top-down beta for the subject company is very different from the average of the bottom-up betas for the businesses Averaging across regression betas reduces standard error Standard error of average pffiffiffi beta ¼ average standard deviation of individual company beta estimates/ n The subject business has reorganized or restructured itself substantially during the period of the regression Assume the subject business had become distressed and had recently emerged from restructuring its debt and an infusion of equity. Exhibit 10.13 presents an example of an adjustment in pricing for a stock of this hypothetical company. In period A, the company returns had essentially moved with the market. In period B, the company is distressed, and its stock is experiencing a downward repricing. During this period, the company’s returns are not correlated with the movement of the overall market at all. In period C, the restructuring of the company and the repricing of the company’s stock is complete, and the company’s returns are once again moving more in tandem with market returns. If one were to compute beta at time 1, which includes period A as the look-back period, the beta estimate would reflect a normal relationship between the company’s returns and the market’s returns. In fact, its beta estimate would be near 1. In contrast, computing a beta estimate at time 2, which includes period B (the period of the company’s stock repricing) as the look-back period, would not yield a reliable forward-looking beta estimate. In fact, it would yield a beta estimate lower than 21 Tao-Hsien Dolly King and Kenneth Khang, ‘‘On the Importance of Systematic Risk Factors in Explaining the Cross-Section of Corporate Bond Yield Spreads,’’ Journal of Banking & Finance (2005): 3149. 08/26/2010 Page 182 182 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Example Company versus Index over Time 1.6000 Compound Return E1C10 1.4000 1.2000 1.0000 0.8000 0.6000 0.4000 0.2000 0.0000 A B 1 C 2 Time Example S&P 500 EXHIBIT 10.13 Relationship of Returns for Example Company expected since the company’s return was negative in a period when the market’s return was generally positive. This result is counterintuitive, given the company’s downward repricing; that is, the operating risk of the company has not declined over period B, and in fact, its operating risk was greatest during this period. Once the restructuring of the company and the repricing of the company’s stock is complete, its normal relationship to the market will resume in period C. To estimate beta at time 2 for the company, one should use a bottom-up beta estimate because a top-down estimate will result in an erroneous beta estimate. Using betas of guideline public companies for estimating a bottom-up beta has been found to provide reasonably accurate estimates of the subject company. The more guideline companies used in the sample size, the better the accuracy. The accuracy is also enhanced if the guideline public companies are reasonably close in size to the subject company. When the guideline public companies are larger than the subject company, the beta estimate for the subject company is biased low, because of the propensity of betas of larger companies to be smaller than the betas of smaller companies.22 Use of the beta estimate derived from guideline public companies larger than the subject company will generally result in too low an estimate of the cost of equity capital. Hence, one needs to consider adjusting for the size effect, as discussed in Chapter 13. The beta of a company after a merger is the market-value weighted average of the betas of the companies involved in the merger. The beta of an overall company is the market-value weighted average of the businesses (i.e., divisions and/or projects) or assets (operating assets and excess cash and investments) comprising the overall business. 22 Robert G. Bowman and Susan R. Bush, ‘‘Using Comparable Companies to Estimate the Betas of Private Companies,’’ Journal of Applied Finance (forthcoming). E1C10 08/26/2010 Page 183 Beta: Differing Definitions and Estimates 183 SUMMARY An equity beta is a measure of the sensitivity of the movement in returns on a particular stock to movements in returns on some measure of the market. As such, beta measures market or systematic risk. In cost of capital estimation, beta is used as a modifier to the general equity risk premium in using the CAPM. There are many variations on the way betas are estimated by different sources of published betas and by practitioners. Thus, a beta for a stock estimated by one source may be very different from a beta estimated for the same stock by another source. Academic research is attempting to improve beta estimation methodology. Two such improvements implemented are the adjusted beta, which blends the individual stock beta with the industry beta, and the lagged beta, also called the sum beta, which blends the beta for the stock and the market during a concurrent time period with a beta regressed on the market’s previous period returns. These two adjustments both help to reduce outliers, thus perhaps making the betas based on observed historical data a little more representative of future expectations. The size premium in excess of CAPM is much lower using sum betas. However, betas are not very stable over time, especially for individual securities. Following are some of our recommendations. First, we recommend graphing the returns over the sample or look-back period for any guideline public company you will be using in developing a beta estimate (time along the x-axis, returns or excess return along the y-axis). Similarly, graph the returns for the S&P 500 Index. You can then examine any changes in the relative pattern of returns over time. This will alert you to investigate if an underlying change has occurred in the public company (e.g., a merger or change in relative expectations about the company). Then you should investigate any changes. If the underlying fundamentals of the business have changed, a more recent period should be used in developing a beta estimate. This will often require calculating your own beta estimate, and we encourage practitioners to do so. Second, we recommend using sum beta calculations (whether you are using a pure-play or full-information beta methodology) for smaller public companies. We calculate both OLS and sum beta estimates for all guideline public companies we are investigating. We are looking for the best beta estimate. If the estimates differ, we gravitate toward using the sum beta estimate. Third, we recommend initially unlevering all the calculated beta estimates for the guideline public companies. Differences in leverage (both financial and operating leverage) are important differences in risk. For example, empirical evidence indicates that stock return volatility generally rises when stock prices decrease, and stock return volatility generally falls when stock prices rise. One study found that approximately 85% of this change in stock return volatility is due to financial leverage and 15% is due to operating leverage.23 Comparing unlevered betas helps you understand the differences among the companies. We discuss unlevering in Chapter 11. 23 Hazem Daouk and David Ng, ‘‘Is Unlevered Firm Volatility Asymmetric?’’ AFA 2007 Chicago meetings, January 11, 2007. E1C10 08/26/2010 Page 184 184 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Betas are an important element in estimating the cost of equity capital. The process of estimating beta requires considerable diligence, effort, and judgment on the part of the analyst. TECHNICAL SUPPLEMENT CHAPTERS 2 AND 3 Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement, Chapter 2, provides examples of computing the OLS beta estimate, the sum beta estimate, and the full-information beta estimate. Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement, Chapter 3, provides a discussion of interpreting regression statistics when estimating beta using OLS estimation. E1C11 08/28/2010 Page 185 CHAPTER 11 Unlevering and Levering Equity Betas Introduction Formulas for Unlevering and Levering Equity Betas Hamada Formulas Miles-Ezzell Formulas Harris-Pringle Formulas Practitioners’ Method Capital Structure Weights Fernandez Formulas Adjusting Formulas for Other Components of Capital Structure Choosing among Unlevering and Levering Formulas Adjusting Asset Beta Estimates for Differences in Operating Leverage Adjusting Asset Beta Estimates for Excess Cash and Investments Unlevering Equity Volatility Summary Additional Reading INTRODUCTION Published and calculated betas for publicly traded stocks typically reflect the capital structure of each respective company at market values. These betas sometimes are referred to as levered betas, betas reflecting the leverage in the company’s capital structure. Levered betas incorporate two risk factors that bear on systematic risk: business (or operating) risk and financial (or capital structure) risk. Removing the effect of financial leverage (i.e., unlevering the beta) leaves the effect of business risk only. The unlevered beta is often called an asset beta. Asset beta is the beta that would be expected were the company financed only with equity capital. When a firm’s beta estimate is measured based on observed historical total returns (as most beta estimates are), its measurement necessarily includes volatility related to the company’s financial risk. In particular, the equity of companies with higher levels of debt is riskier than the equity of companies with less leverage (all else being equal). If the leverage of the division, reporting unit, or closely held company subject to valuation differs significantly from the leverage of the guideline public companies selected for analysis, or if the debt levels of the guideline public companies differ 185 E1C11 08/28/2010 Page 186 186 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL significantly from one another, it typically is desirable to remove the effect that leverage has on the betas before using them as a proxy to estimate the beta of the subject company. This adjustment for leverage differences is performed in three steps: Step 1: Compute an unlevered beta for each of the guideline public companies. An unlevered beta is the beta a company would have if it had no debt. Step 2: Decide where the risk would fall for the subject company relative to the guideline companies, assuming all had 100% equity capital structures. Step 3: Lever the beta for the subject company based on one or more assumed capital structures (i.e., relever the beta). The result will be a market-derived beta specifically adjusted for the degree of financial leverage of the subject company. If the relevered beta is used to estimate the market value of a company on a controlling basis, and if it is anticipated that the actual capital structure will be adjusted to the proportions of debt and equity in the assumed capital structure, then only one assumed capital structure is necessary. However, if the amount of debt in the subject capital structure will not be adjusted, an iterative process may be required. The initial assumed capital structure for the subject will influence the cost of equity, which will, in turn, influence the relative proportions of debt and equity at market value. It may be necessary to try several assumed capital structures until one of them produces an estimate of equity value that actually results in the assumed capital structure. We discuss the iterative process in Chapter 18. This process of unlevering and relevering betas to an assumed capital structure is based on the assumption that the subject business interest has the ability to change the capital structure of the subject company. In the case of the valuation of a minority ownership interest, for example, the subject business interest may not have that ability, and the existing capital structure should probably be the one assumed. FORMULAS FOR UNLEVERING AND LEVERING EQUITY BETAS It is useful to begin with the definition of a business enterprise (enterprise value): BE ¼ NWC þ FA þ IA þ UIV where: BE ¼ Business enterprise NWC ¼ Net working capital FA ¼ Fixed assets IA ¼ Intangible assets UIV ¼ Unidentified intangible value (i.e., goodwill) There are two equivalent formulations in the literature for valuing a levered business enterprise, as depicted in Exhibit 11.1. The values of debt and equity capital are market values. E1C11 08/28/2010 Page 187 187 Unlevering and Levering Equity Betas Value of Levered BE = Value of Levered Assets Assets Capital Formulation 1 Value of Levered Assets Value of Debt Capital minus Value of Tax Shield plus Value of Equity Capital In this formulation, cost of debt capital is measured after the tax affect (kd) as the value of the tax deduction on interest payment reduces the cost of debt capital. Value of the Levered Firm = Value of the Unlevered Assets + Present Value of Tax Shield Formulation 2 Assets Capital Value of Unlevered Assets Value of Debt Capital plus plus Value of Tax Shield Value of Equity Capital In this formulation, the cost of debt capital is measured prior to the tax effect (kd(pt)) as the value of the tax deduction on the interest payments equals the value of the tax shield. EXHIBIT 11.1 Value of a Levered Business Enterprise (BE) The tax shield is the reduction of the cost of debt capital due to the tax deductibility of interest expense on debt capital. In the first formulation, cost of debt capital is measured prior to the tax affect (kdðptÞ ) and then adjusted for the tax affect after the tax affect (kd) as the value of the tax deduction on interest payment reduces the cost of debt capital. This formulation typically uses as the discount rate the textbook weighted average cost of capital (WACC) (formula 18.3). It is applied to net after-tax (but before interest) net cash flows of the business enterprise. In the second formulation, the cost of debt capital is measured prior to the tax affect (kdðptÞ ). The value of the tax deduction on the interest payments equals the value of the tax shield. In the first formulation, you attach value to the assets of the business based on their being partially financed with debt capital. In the second formulation, you attach value to the assets of the business as if they were financed with all equity capital, and then the tax shield is valued separately. In the second formulation, the tax savings due to interest deductions are directly valued as a cash flow. Therefore, the discount rate is the weighted E1C11 08/28/2010 Page 188 188 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL pre-interest-tax-shield cost of debt capital and the cost of equity capital components (pre-interest-tax-shield weighted average cost of capital). It is applied to the net after-tax (but before interest) net cash flows of the firm and the cash flows due to the tax shield. The appropriate formulation is in part a function of the risk of realizing the interest-tax-shield in the period when the interest is paid. Various authors have proposed alternative formulas for unlevering and relevering betas. These formulas are generally functions of the risk of realizing the tax savings resulting from the tax deductions from the interest expense of the debt component of the capital structure. For example, if the guideline public company is losing money, has tax-loss carryforwards from prior-period losses, or is marginally profitable, the tax savings from current interest payments will not be recognized in the current period; in essence, the cost of debt is greater by the loss or deferral of the income tax savings.1 This risk is captured both in the levered equity beta observed in the market and by the observed debt beta. The debt beta captures the sensitivity recognized by the market to the risk of the debt as business conditions improve or deteriorate. The greater the debt beta, the more the market recognizes that the debt is sharing risk with the equity. If there were no assumed risk sharing, then the observed debt beta would be zero. In the next sections, we present a discussion and examples for these formulas: & & & & & Hamada formulas Miles-Ezzell formulas Harris-Pringle formulas Practitioners’ method formulas Fernandez formulas These formulas can be modified for the effects of warrants, employee stock options, and convertible debt.2 There have been other formulas offered to explain the relationship between leverage and equity risk.3 Hamada Formulas The Hamada formulas are commonly cited formulas for unlevering and relevering equity beta estimates.4 The Hamada formula for unlevering beta is shown as Formula 11.1. This is the formula used by Morningstar to unlever betas in its Beta Book. 1 The Worker, Homeownership and Business Assistance Act of 2009 increased the net operating loss (NOL) carryback provision from two years to five years for corporate losses incurred in 2008 and 2009. This law is an expansion of the February 2009 law that extended NOL carryback provisions for businesses with $15 million or less in annual revenues. This new law expands and liberalizes the utilization of NOLs and is an election that is available to almost all businesses (large or small). 2 Phillip R. Daves and Michael C. Ehrhardt, ‘‘Convertible Securities, Employee Stock Options, and the Cost of Equity,’’ Working paper, June 7, 2004. Available at http://ssrn.com/ abstract=990906. 3 For example, the Conine formula considers a debt beta. T. E. Conine Jr., ‘‘Corporate Debt and Corporate Taxes: An Extension,’’ Journal of Finance (September 1980): 1033–1077. 4 Robert S. Hamada, ‘‘The Effect of the Firm’s Capital Structure on the Systematic Risk of Common Stocks,’’ Journal of Finance (May 1972): 435–452. E1C11 08/28/2010 Page 189 189 Unlevering and Levering Equity Betas (Formula 11.1) BU ¼ BL 1 þ ð1 tÞðW d =W e Þ where: BU ¼ Beta unlevered BL ¼ Beta levered t ¼ Tax rate for the company Wd ¼ Percent debt in the capital structure We ¼ Percent equity in the capital structure The companion Hamada formula for relevering beta is Formula 11.2. (Formula 11.2) BL ¼ BU ð1 þ ð1 tÞðW d =W e ÞÞ where the definitions of the variables are the same as in Formula 11.1. The Hamada formulas are consistent with the theory that: & & & & The discount rate used to calculate the tax shield equals the cost of debt capital (i.e., the tax shield has the same risk as debt). The formulas imply that tax deductions on the interest expense will be realized in the periods in which the interest is paid. Value of the tax shield is proportionate to the value of the market value of debt capital (i.e., value of tax shield ¼ t W d ). The amount of debt capital is fixed as of the valuation date and remains constant. The Hamada formulas are based on Modigliani and Miller’s formulation of the tax shield values for constant debt. The formulas are not correct if the assumption is that debt capital remains at a constant percentage of equity capital (equivalent to debt increasing in proportion to increases in net cash flow to the firm in every period).5 The formulas are equivalent to assuming a steadily decreasing ratio of debt to equity value if the company’s cash flows are increasing. The formulas are often wrongly assumed to hold in general. An example of applying the Hamada formula is shown in Exhibit 11.2. Miles-Ezzell Formulas The Miles-Ezzell formulas are alternative formulas for unlevering and relevering equity betas that assume there is risk in the timely realization of the tax deductions 5 Enrique R. Arzac and Lawrence R. Glosten, ‘‘A Reconsideration of Tax Shield Valuation,’’ European Financial Management (2005): 453–461. E1C11 08/28/2010 Page 190 190 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 11.2 Computing Unlevered and Relevered Betas Using Hamada Formulas EXAMPLE 1 Assume that for guideline public company A: Levered (published) equity beta: 1.2 Tax rate: 40% Capital structure: 30% debt capital, 70% equity capital Using Formula 11.1 we get: 1:2 1 þ ð1 0:40Þ0:30=0:70 1:2 ¼ 1 þ 0:60ð0:429Þ 1:2 ¼ 1:257 ¼ 0:95 BU ¼ Assume you made the previous calculation for all the guideline public companies, the median unlevered beta was 0.90, and you believe the riskiness of your subject company, on an unlevered basis, is about equal to the median for the guideline public companies. The next step is to relever the beta for your subject company based on its tax rate and one or more assumed capital structures. EXAMPLE 2 Assume for the subject company: Unlevered equity beta: 0.90 Tax rate: 30% Capital structure: 60% debt capital, 40% equity capital Using Formula 11.2 we get: BL ¼ ¼ ¼ ¼ 0:90ð1 þ ð1 0:30Þ0:60=0:40Þ 0:90ð1 þ 0:70ð1:5ÞÞ 0:90ð2:05Þ 1:85 Source: Shannon P. Pratt, Valuing a Business: The Analysis and Appraisal of Closely Held Companies, 5th ed. (New York: McGraw-Hill, 2008), Chapter 9. All rights reserved. Used with permission. for interest payments on debt capital.6 The Miles-Ezzell formula for unlevering beta is shown in Formula 11.3. (Formula 11.3) Me BL þ Md Bd 1 t kdðptÞ = 1 þ kdðptÞ BU ¼ Me þ Md 1 t kdðptÞ = 1 þ kdðptÞ 6 James A. Miles and John R. Ezzell, ‘‘The Weighted Average Cost of Capital, Perfect Capital Markets and Project Life: A Clarification,’’ Journal of Financial and Quantitative Analysis (1980): 719–730. E1C11 08/28/2010 Page 191 191 Unlevering and Levering Equity Betas where: BU ¼ Unlevered beta of equity capital BL ¼ Levered beta of equity capital Me ¼ Market value of equity capital (stock) Md ¼ Market value of debt capital Bd ¼ Beta of debt capital t ¼ Tax rate for the company kdðptÞ ¼ Cost of debt capital at market rates prior to tax effect We discuss the beta of debt capital in Chapter 10. The companion Miles-Ezzel formula for relevering beta is Formula 11.4. (Formula 11.4) " # t kdðptÞ BL ¼ BU þ ðW d =W e ÞðBU Bd Þ 1 1 þ kdðptÞ where the definitions of the variables are the same as in Formulas 11.1 and 11.3. The Miles-Ezzell formulas are consistent with the theory that: & & & The discount rate used to calculate the value of the tax shield equals the cost of debt capital (i.e., the tax shield has the same risk as debt) during the first year, and the discount rate used to calculate the value of the tax shield thereafter equals the cost of equity calculated using the asset beta of the firm (i.e., the risk of the tax shield after the first year is comparable to the risk of the operating cash flows). That is, the risk of realizing the tax deductions is greater than is assumed in the Hamada formulas. Debt capital bears the risk of variability of operating net cash flow in that interest payments and principal repayments may not be made when owed, which implies that tax deductions on the interest expense may not be realized in the period in which the interest is paid (i.e., beta of debt capital may be greater than zero). Market value of debt capital remains at a constant percentage of equity capital, which is equivalent to saying that debt increases in proportion to increases in the net cash flow of the firm (net cash flow to invested capital) in every period. An example of applying the Miles-Ezzell formulas is shown in Exhibit 11.3. We begin with Example 1, where Bd, the beta of debt capital, equals 0.30 (i.e., the debt is rated as Baa, and there is some risk to the debt capital that interest and principal will not be repaid when due and that tax deductions on interest expense will not result in tax savings in the same period as the interest is paid in future years for the guideline public company). In Example 2, we relever the beta, taking into account that the risk of debt capital is not negligible because the ratio of debt capital to equity capital is greater than that of the guideline public company in Example 1. We assume beta of debt capital Bd ¼ 0:60 (i.e., the debt is rated lower than the debt of the guideline public company in Example 1). E1C11 08/28/2010 Page 192 192 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 11.3 Computing Unlevered and Relevered Betas Using Miles-Ezzell Formulas EXAMPLE 1 Assume that for guideline public company A: Levered (published) equity beta: 1.2 Tax rate: 40% Capital structure: 30% debt capital (market value of $15 million), 70% equity capital (market value of $35 million) Interest rate on debt: 7.5% Beta of debt capital: 0.30 Using Formula 11.3 we get: BU ¼ 35m 1:2 þ 15m 0:10½1 ð0:4 0:075Þ=ð1 þ 0:075Þ 35m þ 15m½1 ð0:4 0:075Þ=ð1 þ 0:075Þ 42m þ 15m 0:10½0:972 35m þ 15m½1 0:0279 42m þ 1:458m ¼ 35m þ 14:5815 43:458m ¼ 49:5815m ¼ 0:876 ¼ Assume that you make the previous calculations for all guideline companies, the median unlevered beta was 0.90, and you believe the riskiness of your subject company, on an unlevered basis, is about equal to the median of the guideline companies. The next step is to relever the beta for your subject company tax rate and one or more assumed capital structures. EXAMPLE 2 Assume for the subject company: Unlevered equity beta: 0.90 Tax rate: 30% Capital structure: 60% debt capital, 40% equity capital Interest rate on debt capital: 15.0% Beta of debt capital: 0.60 Using Formula 11.4 we get: 0:60 ð0:40 0:090Þ BL ¼ 0:90 þ ð0:90 0:20Þ 1 0:40 ð1 þ 0:090Þ ¼ 0:90 þ 1:5 0:70 ð1 :033Þ ¼ 1:92 Harris-Pringle Formulas The Harris-Pringle formulas are alternative formulas for unlevering and levering equity beta estimates that assume the tax shield is even riskier.7 Formula 11.5 shows the Harris-Pringle formula for unlevering beta. 7 R. S. Harris and J. J. Pringle, ‘‘Risk-Adjusted Discount Rates—Extensions from the Average Risk Case,’’ Journal of Financial Research (Fall 1985): 237–244. E1C11 08/28/2010 Page 193 193 Unlevering and Levering Equity Betas (Formula 11.5) BU ¼ BL þ Bd ðW d =W e Þ ½1 þ ðW d =W e Þ where: BU ¼ Unlevered beta of equity capital BL ¼ Levered beta of equity capital Bd ¼ Beta of debt capital Wd ¼ Percent debt in the capital structure We ¼ Percent equity in the capital structure The companion Harris-Pringle formula for relevering beta is Formula 11.6. (Formula 11.6) BL ¼ BU þ ðBU Bd ÞðW d =W e Þ where the definitions of the variables are the same as in Formulas 11.1 and 11.3. The Harris-Pringle formulas are consistent with the theory that: & & & The discount rate used to calculate the tax shield equals the cost of equity calculated using the asset beta of the firm (i.e., the risk of the tax shield is comparable to the risk of the operating cash flows). That is, the risk of realizing the tax deductions is greater than assumed in the Hamada and Miles-Ezzell formulas. Debt capital bears the risk of variability of operating net cash flow in that interest payments and principal repayments may not be made when owed, which implies that tax deductions on the interest expense may not be realized in the period in which the interest is paid (i.e., beta of debt capital may be greater than zero). The market value of debt capital remains at a constant percentage of equity capital, which is equivalent to saying that debt increases in proportion to the net cash flow of the firm (net cash flow to invested capital) in every period. An example of applying the Harris-Pringle formulas is shown in Exhibit 11.4. We begin with Example 1, where Bd, the beta of debt capital, equals 0.30 (as in Exhibit 11.3). In Example 2, we relever the beta, taking into account that the risk of debt capital is not negligible because the ratio of debt capital to equity capital is greater than that of the guideline public company in Example 1. We assume beta of debt capital Bd ¼ 0.60 (i.e., the debt is lower-rated than the debt of the guideline public company in Example 1). Practitioners’ Method An alternative formulation often used by consultants and investment banks is referred to as the Practitioners’ method. In this formula, no certainty for the tax deduction of interest payments is assumed. It has also been called the conventional relationship.8 The Practitioners’ method formula for unlevering beta is shown in Formula 11.7 8 Tim Ogier, John Rugman, and Lucinda Spicer, The Real Cost of Capital (New York: Financial Times Prentice-Hall, 2004), 49. E1C11 08/28/2010 Page 194 194 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 11.4 Computing Unlevered and Relevered Betas Using Harris-Pringle Formulas EXAMPLE 1 Assume that for guideline public company A: Levered (published) equity beta: 1.2 Tax rate: 40% Capital structure: 30% debt capital (market value of $15 million), 70% equity capital (market value of $35 million) Beta of debt capital: 0.30 Using Formula 11.5 we get: 0:30 1:2 þ 0:3 0:70 BU ¼ 0:30 1þ 0:70 ¼ 0:93 Assume that you make the previous calculations for all guideline companies, the median unlevered beta was 0.90, and you believe the riskiness of your subject company, on an unlevered basis, is about equal to the median of the guideline companies. The next step is to relever the beta for the subject company tax rate and one or more assumed capital structures. EXAMPLE 2 Assume for the subject company: Unlevered equity beta: 0.90 Tax rate: 30% Capital structure: 60% debt capital, 40% equity capital Beta of debt capital: 0.60 Using Formula 11.6 we get: 0:60 BL ¼ 0:90 þ ð0:90 0:60Þ 0:40 ¼ 1:35 (Formula 11.7) BU ¼ BL 1 þ ðW d =W e Þ where the definitions of the variables are the same as in Formula 11.1. The companion Practitioners’ method formula for relevering beta is Formula 11.8. (Formula 11.8) BL ¼ BU ð1 þ ðW d =W e ÞÞ where the definitions of the variables are the same as in Formula 11.1. The Practitioners’ method formulas are consistent with the theory that: & The discount rate used to calculate the tax shield equals the cost of equity calculated using the asset beta of the firm (i.e., the risk of the tax shield is comparable E1C11 08/28/2010 Page 195 195 Unlevering and Levering Equity Betas EXHIBIT 11.5 Computing Unlevered and Relevered Betas Using Practitioners Method Formulas EXAMPLE 1 Assume that for guideline public company A: Levered (published) equity beta: 1.2 Capital structure: 30% debt capital (market value of $15 million), 70% equity capital (market value of $35 million) Using Formula 11.7 we get: 1:2 BU ¼ 0:30 1þ 0:70 ¼ 0:84 Assume that you make the previous calculations for all guideline companies, the median unlevered beta was 0.90, and you believe the riskiness of your subject company, on an unlevered basis, is about equal to the median of the guideline companies. The next step is to relever the beta for your subject company tax rate and one or more assumed capital structures. EXAMPLE 2 Assume for the subject company: Unlevered equity beta: 0.90 Capital structure: 60% debt capital, 40% equity capital Using Formula 11.8 we get: 0:60 BL ¼ 0:90 1 þ 0:40 ¼ 2:25 & to the risk of the operating cash flows). That is, the risk of realizing the tax deductions is greater than assumed in the Hamada and Miles-Ezzell formulas. The market value of debt capital remains at a constant percentage of equity capital, which is equivalent to saying that debt increases in proportion to the net cash flow of the firm (net cash flow to invested capital) in every period. This formula assumes the least benefit from tax deductions on interest payments and may be looked on as indirectly introducing costs of leverage beyond interest expense. An example of applying the Practitioners’ method formulas is shown in Exhibit 11.5. In Example 2, we relever the beta. Capital Structure Weights Each of the formulas discussed—Hamada, Miles-Ezzell, Harris-Pringle, and Practitioners’ method—is based on measuring debt capital and equity capital at market values. But in relevering the beta for a division, reporting unit, or closely held business, we do not know the market value of equity capital until we have completed the valuation. E1C11 08/28/2010 Page 196 196 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL In Chapter 18, we discuss the use of the iterative process using the capital asset pricing model (CAPM) for estimating the cost of equity capital, including the calculation of a relevered beta, assuming a constant capital structure in future years (i.e., debt capital changes in proportion to changes in the net cash flows to the firm). In the Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement, Chapter 5 presents a comprehensive example. In Chapter 18, we also discuss the use of the iterative process using CAPM for estimating the cost of equity capital, including the calculation of a relevered beta, assuming a varying capital structure in future years. In the Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement, Chapter 6 presents a comprehensive example. Fernandez Formulas The unlevering and relevering Fernandez formulas are useful in cases when it is assumed that the company maintains a fixed book value leverage ratio (ratio of debt to book value of equity remains constant).9 Chapter 18 discusses the use of market value versus book value weights. Formula 11.9 is the Fernandez formula for unlevering beta. (Formula 11.9) BU ¼ BL þ ½ðW d =W e Þð1 tÞBd 1 þ ðW d =W e Þð1 tÞ where the definitions of the variables are the same as in Formulas 11.1 and 11.3. The companion Fernandez formula for relevering beta is Formula 11.10. (Formula 11.10) BL ¼ B U þ Wd ð1 tÞðBU Bd Þ We where the definitions of the variables are the same as in Formulas 11.1 and 11.3. The Fernandez formula is consistent with the theory that: & & Debt capital is proportionate to equity book value, and the increase in assets is proportionate to increases in net cash flow. Debt capital bears the risk of variability of operating net cash flow in that interest payments and principal repayments may not be made when owed, which implies that tax deductions on the interest expense may not be realized in the period in which the interest is paid (i.e., beta of debt capital may be greater than zero). An example of applying Fernandez formulas is shown in Exhibit 11.6. Formulas 11.9 and 11.10 are identical to Formulas 11.1 and 11.2 when Bd equals zero (i.e., equity capital is bearing all of the risk of the firm). 9 Pablo Fernandez, ‘‘Levered and Unlevered Beta,’’ Working paper, April 20, 2006. Available at http://ssrn.com/abstract=303170. E1C11 08/28/2010 Page 197 Unlevering and Levering Equity Betas 197 EXHIBIT 11.6 Computing Unlevered and Relevered Betas Using Fernandez Formulas EXAMPLE 1 Assume that for guideline public company A: Levered (published) equity beta: 1.2 Tax rate: 40% Capital structure: 30% debt capital (market value of $15 million), 70% equity capital (market value of $35 million) Interest rate on debt capital: 7.5% Beta of debt capital: 0.30 Using Formula 11.9 we get: 0:30 1:2 þ ð1 :40Þ:30 0:70 BU ¼ :30 ð1 :40Þ 1þ :70 1:2 þ :077 1 þ :257 ¼ 1:02 ¼ Assume that you make the previous calculations for all guideline companies, the median unlevered beta was 0.90, and you believe the riskiness of your subject company, on an unlevered basis, is about equal to the median of the guideline companies. The next step is to relever the beta for your subject company tax rate and one or more assumed capital structures. EXAMPLE 2 Assume for the subject company: Unlevered equity beta: 0.90 Tax rate: 30% Capital structure: 60% debt capital, 40% equity capital Interest rate on debt capital: 15% Beta of debt capital: 0.60 Using Formula 11.10 we get: 0:60 ð1 :30Þð:90 :60Þ BL ¼ 0:90 þ 0:40 ¼ 1:22 De Bodt and Levasseur offer an alternative formula to the Fernandez formulas, consistent with the theory that debt capital is proportionate to equity book value and the increase in assets is proportionate to increases in net cash flow.10 Adjusting Formulas for Other Components of Capital Structure The preceding formulas can be adjusted for other components of the capital structure, for example, preferred stock. One consideration is whether the company receives a tax deduction on its payment to investors (e.g., tax deduction on interest on 10 Eric de Bodt and Michel Levasseur, ‘‘A Short Note on the Hamada Formula,’’ Working paper, March 26, 2007. Available at http://ssrn.com/abstract=976347. E1C11 08/28/2010 Page 198 198 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL debt financing) or the company does not (e.g., no tax deduction on preferred dividends). As an example, the following expands the Miles-Ezzell formulas to include preferred stock in the capital structure. For unlevering observed beta estimates, one can use the following formula: (Formula 11.11) BU ¼ f½Me BL þðMp Bp Þ½1 kp =ð1þkp ÞþðMd Bd Þ½1ðtkdðptÞ Þ=ð1þkdðptÞ Þg =Me þ Mp ½1 kp =ð1 þ kp Þ þ ½1 ðt kdðptÞ Þ=ð1 þ kdðptÞ Þ where: Mp ¼ Market value of preferred capital Bp ¼ Beta of preferred capital kp ¼ Cost of preferred stock at market yield and the definitions of the other variables are the same as in Formula 11.3. A companion formula for relevering the beta estimate of the subject company is Formula 11.12: (Formula 11.12) BL ¼ BU þ W p =W e ðBU Bp Þ½1 kp =ð1 þ kp Þ þ W d =W e ðBU Bd Þ ½1 ðt kdðptÞ Þ=ð1 þ kdðptÞ Þ where: Wp ¼ Percent preferred capital in the capital structure and the definitions of the other variables are the same as in Formulas 11.1, 11.3, and 11.11. An example of applying the Miles-Ezzell formula including preferred stock is shown in Exhibit 11.7. CHOOSING AMONG UNLEVERING AND LEVERING FORMULAS Each of these formulas captures the risk of equity in different ways. For example, the Hamada formula assumes that tax savings are fully realized as interest on debt is paid. The other formulas capture the risk of debt and risk sharing in different ways. But there may be additional negative impacts on the operations of the business from the amount of debt in the capital structure. We discuss the cost of distress in Chapter 16. Exhibit 11.8 summarizes the beta estimation, applying the various formulas as shown in Exhibits 11.1–11.5. The guideline public company in each example had a published (levered) beta of 1.2. The levered beta was first unlevered (debt beta of the guideline company debt ¼ 0.30). The Hamada formulas, compared with the Miles-Ezzell, Harris-Pringle, and Practitioners’ method formulas, assume that more of the total risk was business risk rather than financial risk shared with the debt capital. That is, the Hamada formulas assume that debt is constant. As cash flows in future periods are expected to increase, the unlevered or asset value of the business will increase, but debt will become a smaller and smaller percentage of the overall business value. E1C11 08/28/2010 Page 199 Unlevering and Levering Equity Betas 199 EXHIBIT 11.7 Computing Unlevered and Relevered Betas Using Miles-Ezzell Formulas Modified to Include Preferred Capital EXAMPLE 1 Assume that for guideline public company A: Levered (published) equity beta: 1.2 Tax rate: 40% Capital structure: 25% debt capital (market value of $15 million), 16.67% preferred capital (market value of $10 million), 58.33% equity capital (market value of $35 million) Interest rate on debt capital: 7.5% Yield on preferred capital: 9% Beta of debt capital: 0.3 Beta of preferred capital: 0.4 Using Formula 11.11 we get: BU ¼ ½35 1:2 þ ½10 :5½1 :09=ð1 þ :09Þ þ ½15 :3½1 ð:4 :075Þ=ð1 þ :075Þ 35 þ 10½1 :09=ð1 þ :09Þ þ 15½1 ð:40 :075Þ=ð1 þ :075Þ ¼ 42 þ 5½1 :08257 þ 4:5½1 :02791 35 þ 10½1 :08257 þ 15½1 :02791 ¼ 42 þ 4:5872 þ 4:3744 35 þ 9:1743 þ 14:5814 ¼ 50:9616 58:7557 ¼ :8673 Assume that you make the previous calculations for all guideline companies, the median unlevered beta was 0.90, and you believe the riskiness of your subject company, on an unlevered basis, is about equal to the median of the guideline companies. The next step is to relever the beta for your subject company tax rate and one or more assumed capital structures. EXAMPLE 2 Assume for the subject company: Unlevered equity beta: 0.90 Tax rate: 30% Capital structure: 50% debt capital, 10% preferred capital, and 40% equity capital Interest rate on debt: 15% Yield on preferred capital: 11% Beta of debt capital: 0.60 Beta on preferred capital: 0.80 Using Formula 11.12 we get: BL ¼ :9 þ :10 :11 :50 :3 :15 ð:9 :8Þ 1 þ ð:9 :6Þ 1 :40 ð1 þ :11Þ :40 ð1 þ :15Þ ¼ :9 þ :25ð:1Þ½1 :0991 þ 1:25ð:3Þ½1 :0391 ¼ :9 þ :0225 þ :3603 ¼ 1:28 E1C11 08/28/2010 Page 200 200 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 11.8 Summary of Examples Hamada Miles-Ezzell Harris-Pringle Practitioners’ Fernandez BU BL 0.95 0.935 0.93 0.84 1.02 1.85 1.33 1.35 2.25 1.22 The concluded asset beta from the sample of guideline companies equaled 0.90. The debt of the subject company was greater, and the asset beta was relevered with the greater debt of the subject company (the debt beta of the subject company debt ¼ 0.60). Upon relevering, the Practitioners’ method formula results in the greatest increase in total risk due to the increased financial risk of the subject company compared with the guideline public company, as it assumes the least benefit from the tax shield. The choice of unlevering and relevering formula is important. The examples in Exhibit 11.8 indicate the impact on the resulting cost of equity capital estimates based on the risk sharing with the debt capital. The less likely that tax deductions from interest payments will be realized in the periods in which interest is paid, the riskier the leverage and the greater the resulting cost of equity capital. The choice of formula is closely tied to the formulation of the WACC and the likelihood that the tax shield will be realized in the period interest is paid. This is discussed further in Chapter 18. For example, if you are deriving a beta estimate for a subject business using guideline public company beta estimates, and one or more of the guideline public companies carry a large amount of debt financing, the unlevered beta estimate will be overestimated if you use the Hamada formula, Formula 11.1. Assume that the higher-leveraged guideline public company probably cannot currently benefit from tax deductions on its interest expense. Its levered (observed) beta estimate equals 2.8, and its debt to capital ratio (at market value weights) equals 75%. Unlevering this beta estimate using Formula 11.1, the Hamada formula, we get: 2:8 ¼ 1:0 BU ¼ 1 þ ð1 0:40Þð0:75=0:25Þ But if we use Formula 11.7, the Practitioners’ method formula, we get: BU ¼ :25 2:8 ¼ 0:70 Using the Hamada formula (11.1) results in an estimated asset beta that is too high because the formula implies that the value of the tax shield on the observed beta is too great. With respect to levered versus unlevered betas, the capital structure of companies often can change significantly over the measurement period of the beta. For example, E1C11 08/28/2010 Page 201 201 Unlevering and Levering Equity Betas a beta often is estimated using five years of returns in which, for the majority of time, a company was unleveraged. If at the end of the five-year period the company has become highly leveraged, the levered betas computed would incorporate very little leverage. Yet in unlevering the beta, the analyst would incorporate the current level of high leverage. Thus the unlevered beta could be highly underestimated. The reverse effect applies for a company that reduces its outstanding debt during the beta estimation period. There is no specific method of correcting for this other than accounting for capital structure changes when unlevering the beta. A reasonable approach might be to determine the average leverage for the company during the beta measurement period rather than the leverage at the end of the estimation period. The practitioner must apply judgment in unlevering guideline public company betas and relevering betas for subject businesses. Authors have concluded that of the formulas presented, the Miles-Ezzell and Harris-Pringle formulas are the most consistent if the assumption is that the firm will maintain a constant debt-to-equity ratio based on market value weights.11 The Fernandez formulas are the most consistent if the assumption is that the firm will maintain a fixed book value leverage ratio.12 ADJUSTING ASSET BETA ESTIMATES FOR DIFFERENCES IN OPERATING LEVERAGE Applying the unlevering formula to levered betas of guideline public companies adjusts for the effect of financial risk only and provides an estimate of business or operating risk. (See Chapter 5 for a discussion of business risk.) But the operating leverage of the guideline companies may differ from that of the subject division, reporting unit, or closely held company. We can think of fixed operating costs in much the same way as interest expense of debt capital and apply the unlevering formulas to remove the effects of fixed expenses from the asset beta estimates. This ‘‘unlevered’’ asset beta can be thought of as an operating beta. We can then adapt the operating beta for the operating leverage of the subject company. We can use a variation of the Harris-Pringle formula to remove the effects of operating leverage, where the weight in the operating expense structure of fixed costs is equivalent to the weight of debt in the capital structure and the weight of variable costs in the operating expense structure is equivalent to the weight of equity in the capital structure. (Formula 11.13) Bop ¼ 11 BU ð1 þ Fc =V c Þ Andre Farber, Roland Gillet, and Ariane Szafarz, ‘‘A General Formula for the WACC,’’ International Journal of Business (Spring 2006): 211–218; Enrique R. Arzac and Lawrence R. Glosten, ‘‘A Reconsideration of Tax Shield Valuation,’’ European Financial Management (2005): 458. 12 Pablo Fernandez, ‘‘Levered and Unlevered Beta,’’ Working paper, April 20, 2006. Available at http://ssrn.com/abstract=303170. E1C11 08/28/2010 Page 202 202 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL where: Bop ¼ Operating beta or beta with effects of fixed operating expenses removed Fc ¼ Fixed operating costs (before costs of financing) Vc ¼ Variable operating costs Once the operating leverage of the subject business is analyzed, then we can relever the operating beta to arrive at an estimated asset beta for the subject business. Formula 11.14 can be used for estimating the asset beta from the operating beta. (Formula 11.14) BU ¼ Bop ð1 þ Fc =V c Þ An example of the adjustment is shown in Exhibit 11.9. EXHIBIT 11.9 Example of Computing Operating Beta and Recomputing Asset Betas EXAMPLE 1 Assume that for guideline public company A: Levered (published) beta: 1.2 Capital structure: 30% debt capital, 70% equity capital Operating cost structure: 75% fixed, 25% variable Beta of debt capital: Zero Using the Practitioners’ method Formula 11.7: BU ¼ 0:84 Using Formula 11.13 we get: 0:84 ð1 þ 0:75=0:25Þ 0:84 ¼ ð1 þ 3Þ 0:84 ¼ 4 ¼ 0:21 Bop ¼ Assume that you make the previous calculation for all guideline companies, the median operating beta was 0.40, and you believe the riskiness of the subject company is about equal to the median of the guideline companies. The next step is to estimate the asset beta for your subject company. EXAMPLE 2 Assume for the subject company: Operating beta: 0.40 Operating cost structure: 25% fixed, 75% variable Using Formula 11.14 we get: 0:25 BU ¼ 0:40 1 þ 0:75 ¼ 0:53 You can then relever the asset beta given the appropriate debt to equity structure, tax rate, and beta of debt capital for the subject business. E1C11 08/28/2010 Page 203 203 Unlevering and Levering Equity Betas ADJUSTING ASSET BETA ESTIMATES FOR EXCESS CASH AND INVESTMENTS The assets of the guideline public companies used in estimating beta often include excess cash and marketable securities. If you do not take into account the excess cash and marketable securities, you can arrive at an incorrect estimate of the asset beta for the operating business. This will lead to an incorrect estimate of the beta for the subject company. After unlevering the beta for the guideline public companies, you adjust the unlevered beta estimates for any excess cash or marketable securities held by each guideline public company. This adjustment is based on the principle that the beta of the overall company is the market-value weighted average of the businesses or assets (including excess cash) comprising the overall firm. The formula is as follows: (Formula 11.15) BU ¼ ½Asset beta for operations ðOperating assets=Total assetsÞ þ ½Asset beta for surplus assets ðSurplus assets=Total assetsÞ where: BU ¼ Overall company unlevered or asset beta Asset beta for operations ¼ Unlevered beta for subject company operations without the impact of surplus assets Operating assets ¼ Assets of subject company without surplus assets Total assets ¼ Total of operating plus surplus assets Asset beta for surplus assets ¼ Unlevered beta for surplus assets Surplus assets ¼ Assets that could be sold or distributed without impairing company operations An example of the adjustment is shown in Exhibit 11.10. EXHIBIT 11.10 Example of Adjusting Asset Beta Estimates for Excess Cash and Investments Assume that for guideline public company A: Levered (published) beta: 1.2 Tax rate: 40% Capital structure: market value of debt capital $500, market value of equity capital $1,000 Interest rate on debt capital: 10% Beta of debt capital: Zero Excess cash and investments: $300 Using the Miles-Ezzell Formula 11.3 we get: $1;000 1:2 þ $500 0½1 ð0:4 0:1Þ=ð1 þ 0:1Þ $1;000 þ $500½1 ð0:4 0:1Þ=ð1 þ 0:1Þ $1; 200 ¼ $1;000 þ $500½0:9636 $1; 200 ¼ $1;000 þ $481:80 $1;200 ¼ $1;481:80 ¼ 0:809 BU ¼ (continued ) E1C11 08/28/2010 Page 204 204 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 11.10 (Continued) Since the market value of invested capital equals $1,500 and excess cash and investments equals $300, operating assets equals $1,200. Assuming the excess investments are held in low-risk securities (i.e., shorter-term U.S. government bonds), the beta for surplus cash and investments will generally, near zero and the second part of the equation equals zero. For guideline public company A, applying Formula 11.13 we get: 0:809 ¼ ½Asset beta of operations ð$1;200=$1;500Þ þ ½Zero Solving for the asset beta of operations, we have: Asset beta for operations ¼ 0:809=ð$1;200=$1;500Þ ¼ 1:01 The adjusted asset beta of the operating business is 1.01. UNLEVERING EQUITY VOLATILITY One method for valuing distressed businesses is an option pricing method (see Chapter 16). One input to the option pricing model is volatility (i.e., the volatility of the unlevered business enterprise). If the subject company is public, one can derive the volatility estimate of equity capital for use in, say, an option pricing model such as the Black-Scholes formula, from the subject equity itself either by using the observed volatility over a look-back period (just like one estimates betas) or by the implied volatility embedded in the traded options, assuming the subject company has traded options. But if one is estimating the volatility of equity of a closely held company, one needs to develop a proxy estimate of the volatility of the equity of the subject company by using the volatility estimates for guideline public companies. Then if the capital structures of the guideline public companies significantly differ from each other and/or the subject company has a capital structure that differs from that of the guideline public companies, one needs to adjust the volatility estimate for the differences in financial leverage. The process of unlevering volatility parallels the process of unlevering betas. Following the discussion in Chapter 5 that any company can be considered as a portfolio of assets, one can think of the expected returns on the firm’s assets as the weighted average of returns on these individual components. One can also consider the volatility of the firm’s assets as a function of the volatility of the components of the firm’s capital structure. Research shows that financial leverage has a large influence on equity volatility.13 That is, the expected return on the firm’s assets can be estimated using Formula 11.16: (Formula 11.16) kA ¼ W d kdðptÞ þ W e ke where: 13 kA ¼ Expected rate of return on the firm’s assets ¼ Discount rate for the firm’s assets Jaewon Choi and Matthew Richardson, ‘‘The Volatility of Firm’s Assets,’’ Working paper, March 14, 2009. Available at http://ssrn.com/abstract=1359368. E1C11 08/28/2010 Page 205 Unlevering and Levering Equity Betas 205 Wd ¼ Percent debt in the capital structure kd(pt) ¼ Expected rate of return on the firm’s debt capital = ¼ Cost of debt capital prior to tax effect We ¼ Percent common equity in the capital structure ke ¼ Expected rate of return on the firm’s common equity capital ¼ Cost of common equity capital and the expected volatility of the firm’s assets can be thought of as a function of the expected volatilities of the equity and debt capital. Debt capital has volatility in its returns as the value of the debt capital changes with changes in market interest rates as the risk of the firm’s assets changes through the business cycle. The relationship can be shown in Formula 11.17:14 (Formula 11.17) s e ¼ s A þ s A ½1 2 ðkdðptÞ kA Þ=s 2A ðMd =Me Þ where: s e ¼ Standard deviation of returns on firm’s common equity s A ¼ Standard deviation of returns on firm’s assets Md ¼ Market value of debt capital in the capital structure Me ¼ Market value of common equity capital in the capital structure. Given an estimate of the volatility of equity (s e) one can solve for the volatility of the firm’s assets (s A). SUMMARY Care needs to be exercised in choosing the formula for unlevering betas. We generally recommend that practitioners use either the Miles-Ezzell, Harris-Pringle, or Fernandez formulas for unlevering guideline public company betas. The widely used Hamada formulas are generally inconsistent with capital structure theory and practice. The Practitioners’ method formulas should be used only for companies with high leverage and low debt ratings. Examine the differences in operating leverage (ratio of fixed operating costs to variable operating costs) among the guideline public companies and compare to the subject company. If significantly different, calculate the operating betas for each and adjust the unlevered beta for the subject company accordingly. Rank the companies by size characteristics (e.g., sales) other than market capitalization. Generally, do large companies have lower unlevered betas than smaller companies? If the unlevered betas for the smallest companies (even derived from sum beta methodology) are greater than the unlevered betas for larger companies, examine why the business risk of these smallest companies appears to be less than that of larger companies. They may be thinly traded, and conventional beta estimation methods may not be providing reliable beta estimates. 14 Andrew A. Christie, ‘‘The Stochastic Behavior of Common Stock Variances: Value, Leverage and Interest Rate Effects,’’ Journal of Financial Economics 10 (1982): 411. E1C11 08/28/2010 Page 206 206 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 11.11 Example of Applying Formulas for Relevering Beta Assume that for the subject company: Concluded unlevered equity (asset) beta for subject firm: 1.15 Tax rate: 30% Capital structure: 50% debt (market value of debt $25 million), 50% equity (market value of equity $25 million) Interest rate on debt: 13% Beta of debt capital: 0.40 Risk-free rate: 4.5% ERP: 6% & Using the Hamada formula (11.2) we get: BL ¼ ¼ ¼ ¼ & 1:15ð1 þ ð1 0:30Þ0:50=0:50Þ 1:15ð1 þ 0:70ð1ÞÞ 1:15ð1:7Þ 1:955 Discount rate for common equity: ke ¼ 0:045 þ 1:955 0:06 ¼ 16:23% & Using the Miles-Ezzell Formula (11.4) we get: 0:50 ð0:30 0:13Þ ð1:15 0:40Þ 1 0:50 ð1 þ 0:13Þ ¼ 1:15 þ 1 0:75 ð1 :035Þ ¼ 1:874 BL ¼ 1:15 þ & Discount rate for common equity: ke ¼ 0:045 þ 1:874 0:06 ¼ 15:74% & Using the Harris-Pringle Formula (11.6) we get: BL ¼ 1:15 þ ð0:50=0:50Þð1:15 0:40Þ ¼ 1:15 þ 0:75 ¼ 1:90 & Discount rate for common equity: ke ¼ 0:045 þ 1:90 0:06 ¼ 15:90% & Using the Practitioners’ method formula (11.8) we get: BL ¼ 1:15ð1 þ ð0:50=0:50ÞÞ ¼ 1:15ð2Þ ¼ 2:30 E1C11 08/28/2010 Page 207 207 Unlevering and Levering Equity Betas & Discount rate for common equity: ke ¼ 0:045 þ 2:30 0:06 ¼ 18:30% & Using the Fernandez formula (11.10) we get: BL ¼ ¼ ¼ ¼ & 1:15 þ ð0:50=0:50Þð1 0:30Þð1:15 0:40Þ 1:15 þ 1 0:70 0:75 1:15 þ 0:525 1:675 Discount rate for common equity: ke ¼ 0:045 þ 1:675 0:06 ¼ 14:55% Estimate the appropriate unlevered beta for the subject business (company, division, reporting unit, function within the firm), and relever that estimate based on the characteristics of the subject business (e.g., using its debt capacity). Finally, compare your estimated relevered beta with industry betas (e.g., Ibbotson Cost of Capital Yearbook). Are differences sensible, given the differences between the subject business and the typical company comprising the industry statistics? The choice of unlevering and relevering formulas is important. Exhibit 11.11 shows an example of the different relevered betas and discount rates of common equity capital, ke, you get when applying Formulas 11.2, 11.4, 11.6, 11.8, and 11.10 (ke is estimated using CAPM without regard to any size premium or company-specific risk premiums). In this chapter we discussed various relevering formulas. But these formulas probably underestimate the effect on beta due to distress when leverage is high. For example, the Practitioners’ method formula for relevering beta (Formula 16) will result in the largest increase in levered betas as debt increases, but the relationship between leverage and the levered beta is linear. In fact, the correct relationship is probably nonlinear. We discuss these relationships in Chapter 16 (discussing companies in distress) and Chapter 18 (discussing the WACC). We display the relationship between beta risk (for equity and debt capital) as debt increases and the costs of financial distress increase in Exhibit 16.8. ADDITIONAL READING Beaton, Neil, Stillian Ghaidarov, and William Brigida.‘‘Volatility Measurement and Its Impact on Valuation for Early-Stage Companies.’’ Valuation Strategies (November– December 2009). E1C12 08/26/2010 Page 208 CHAPTER 12 Criticism of CAPM and Beta versus Other Risk Measures Introduction CAPM Assumptions and Beta as a Risk Measure Problems with CAPM Assumptions Testing Asset Pricing Models Testing Risk Factors Priced by the Market Adjusting the Pure CAPM Adjusting Beta for Risk of Company Size and Company-specific Risk Risk Measures beyond Beta Total Risk Downside Risk Value at Risk Scenario-based Approach Duration Yield Spreads Fundamental Risk Summary Technical Supplement Chapter 4—Example of Computing Downside Beta Estimates INTRODUCTION Even though the capital asset pricing model (CAPM) is the most widely used method of estimating the cost of equity capital, the accuracy and predictive power of beta as the sole measure of risk has increasingly come under attack. As a result, alternative measures of risk have been proposed and tested. That is, despite its wide adoption, academics and practitioners alike have questioned the usefulness of CAPM in accurately estimating the cost of equity capital and the use of beta as a reliable measure of risk. This chapter explores these criticisms, alternative measures of risk, and the resulting methods used to estimate the cost of equity capital. The authors want to thank David Turney of Duff & Phelps LLC for preparing material for this chapter. 208 E1C12 08/26/2010 Page 209 Criticism of CAPM and Beta versus Other Risk Measures 209 CAPM ASSUMPTIONS AND BETA AS A RISK MEASURE Harry Markowitz, father of modern portfolio theory, organized the concepts and methodology of portfolio selection using statistical techniques.1 His goal was to help investors choose portfolios that were mean-variance efficient, that is, to choose stocks that minimize expected portfolio variance given an expected return or, alternatively, choose stocks that maximize an expected return given expected portfolio variance. Markowitz decided on variance as a risk measure because variance was ‘‘cheaper’’ to calculate, given the computing power at the time, application of the formula for portfolio selection was straightforward, and variance was a familiar concept. However, Markowitz found that other measures of portfolio risk resulted in ‘‘better’’ portfolios with lower risk given an expected return. William Sharpe2 and John Lintner3 extended the Markowitz model by introducing assumptions of (1) complete agreement among investors on the joint probability distribution of asset returns from time t 1 to time t (and its true probability distribution) and (2) unrestricted risk-free borrowing and lending. The results were a model where the only risk measure that mattered was beta. Beta measures expected market or systematic risk in the CAPM. The eight assumptions underlying the CAPM are: 1. Investors are risk averse. 2. Rational investors seek to hold efficient portfolios, and as a result, the portfolios they hold are fully diversified. 3. All investors have identical investment time horizons (i.e., expected holding periods). 4. All investors have identical expectations about such variables as expected rates of return and how capitalization rates are generated. 5. There are no transaction costs. 6. There are no investment-related taxes. (However, there may be corporate income taxes.) 7. The rate received from lending money is the same as the cost of borrowing money. 8. The market has perfect divisibility and liquidity (i.e., investors can readily buy or sell any desired fractional interest). These assumptions, combined with the assumption that security returns are normally distributed, result in beta being the correct risk measure. Because the risk of an individual security is considered only in relation to other securities in the portfolio, all investors will choose to hold the market portfolio, M. Obviously, the extent to which these assumptions are not met in the real world will have a bearing on the validity of the CAPM. Traditional CAPM theory predicts that only market (or systematic) risk should be priced in equilibrium. However, the 1 Harry M. Markowitz, ‘‘Portfolio Selection,’’ Journal of Finance (March 1952): 77–91. William F. Sharpe, ‘‘Capital Asset Prices: A Theory of Market Equilibrium under Conditions of Risk,’’ Journal of Finance (September 1964): 425–442. 3 John Lintner, ‘‘The Valuation of Risk Assets and the Selection of Risky Investments in Stock Portfolios and Capital Budgets,’’ Review of Economics and Statistics (February 1965): 13–37. 2 E1C12 08/26/2010 Page 210 210 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL inability to hold a market portfolio or to choose not to hold a market portfolio will force investors to consider more than market risk. PROBLEMS WITH CAPM ASSUMPTIONS A central assumption of the pure CAPM is that every investor holds the identical market portfolio. This assumption follows from two other assumptions: homogeneous expectations and no transaction costs. However, many investors simply do not hold widely diversified portfolios. Market evidence indicates that individual investors do not wish to hold the market portfolio. In fact, investors are willing to pay fees and expenses to hold nonindexed mutual funds.4 Also, holding a diversified portfolio is more difficult today than in the past. For example, the number of stocks needed to have a well-diversified portfolio has increased due to the increase in unique risk (idiosyncratic risk or residual volatility of the portfolio).5 How diversifiable is unique or unsystematic risk? In one study, researchers compared the number of securities in a portfolio and the remaining idiosyncratic risk. Their results demonstrate that even very large portfolios have substantial firm-specific risk. Failure to hold any portfolio except the market portfolio exposes an investor to the risk of experiencing firm-specific shocks. They conclude that since firm-specific risk is not easily diversifiable, then firm-specific risk may be ‘‘priced’’ (i.e., drive returns). Arguments that claim little added diversification is gained beyond, say, 30 or 50 stocks are erroneous.6 Another study concluded that investors need many more stocks to diversify and reduce their risk. In fact, investors need at least 164 stocks to have at most a 1% chance of underperforming U.S. government bonds.7 If there is no unrestricted risk-free borrowing and unrestricted short sales of risky assets are not allowed, then the market portfolio almost surely is not efficient, so the CAPM risk-return relationship does not hold. Further, research has shown that the unconditional distribution of security returns is not normal. Therefore, mean and variance of returns alone are insufficient to characterize return distributions completely. 4 See, e.g., William N. Goetzmann and Alok Kumar, ‘‘Equity Portfolio Diversification,’’ Working paper, December 2004. Available at http://ssrn.com/abstract=627321. The authors studied the diversification decisions of 60,000 individual investors during 1991 to 1996 and found that the majority are underdiversified, with greatest underdiversification in retirement accounts. See also Theodore Day, Yi Wang, and Yexiao Xu, ‘‘Investigating Underperformance by Mutual Fund Portfolios,’’ Working paper, May 2001. Available at http://www.utdallas .edu/~yexiaoxu/Mfd.PDF. The authors demonstrate that the portfolios of equity mutual funds are not mean-variance efficient with respect to their holdings. 5 John Y. Campbell, Martin Lettau, Burton G. Malkiel, and Yexiao Xu, ‘‘Have Individual Stocks Become More Volatile? An Empirical Exploration of Idiosyncratic Risk,’’ Journal of Finance (February 2001): 1–43; the authors demonstrate that a well-diversified portfolio needs at least 40 stocks in recent decades due to increasing trends in idiosyncratic volatility. 6 James A. Bennett and Richard W. Sias, ‘‘How Diversifiable Is Firm-Specific Risk?’’ Working paper, February 2007. 7 Dale L. Domian, David A. Louton, and Marie D. Racine, ‘‘Diversification in Portfolios of Individual Stocks: 100 Stocks Are Not Enough,’’ Working paper, April 4, 2006; in press, Financial Review. Available at http://ssrn.com/abstract=906686. E1C12 08/26/2010 Page 211 Criticism of CAPM and Beta versus Other Risk Measures 211 But despite its drawbacks, one author calls the CAPM ‘‘the first, most famous and (so far) most widely used’’ model in asset pricing.8 CAPM, when properly applied, may provide a useful benchmark cost of equity capital, even for investments in closely held businesses. It provides a benchmark measure of expected risk versus expected return. However, given that many of the assumptions underlying CAPM are not valid in real life, you must understand the issues and consider the benefits of using alternative cost of capital methodologies and alternative risk measures. In fact, using multiple methods of estimating the cost of equity capital, with the conclusion drawn from the range of methods, may be better than relying on a single method such as CAPM. TESTING ASSET PRICING MODELS The CAPM is one of a series of what are called asset pricing models. The risk measure, beta, is a forward-looking concept similar to the equity risk premium (ERP). The true beta must be estimated. Existing techniques for estimating beta generally use historical data and assume that future stock returns will be sufficiently similar to past stock returns to justify extrapolation of betas calculated using historical data. A series of studies have examined the predictive power of beta. Such studies ask, Do ‘‘high-beta’’ stocks earn higher returns in future periods? (The theory implies that with a high beta, the market perceives the investment to be riskier.) Similarly, do ‘‘low-beta’’ stocks earn lower returns in future periods? (The theory implies that the lower the beta, the less risky the market perceives the investment to be.) Many researchers are examining what factors can be identified that explain differences in realized stock returns. That is, what factors can we observe that explain the realized return, Ri, for a stock i? Using publicly traded stocks (as those stocks have returns that are most easily observed), researchers have tested the pure CAPM to determine whether Ri is a function only of what is termed the index model: (Formula 12.1) where: 8 Ri Rf ¼ a þ Bi Rm Rf þ ei Ri ¼ Realized return for stock of company i Rf ¼ Risk-free rate of return Rc Ra ¼ Realized return in excess of risk-free rate a ¼ Coefficient on realized return in excess of risk-free rate when Bi ¼ zero Bi ¼ Sensitivity of return of stock of company i to the market risk premium or ERP (Rm Rf) ¼ RPm or realized risk premiums used as an estimate of the ERP ei ¼ error term, difference between predicted return and realized return. Or rearranged, we get the formula expressed as a function of realized returns, Ri: Ri ¼ Rf þ ai þ Bi (Rm Rf) þ ei John H. Cochrane, Asset Pricing, revised ed. (Princeton, NJ: Princeton University Press, 2005), 152. E1C12 08/26/2010 Page 212 212 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL We can then identify the relationship of realized returns for stock i to the realized risk of those returns as follows: Total ¼ Risk-free þ Unique þ Market þ Random Error Return: Ri ¼ Rf þ ai þ ei Risk: ¼ s 2rf þ s 2a;i þ Bi (Rm Rf) 2 B2i Rm Rf þ s 2i þ s 2e;i The resulting risk is the total risk of company i returns. Under the pure CAPM theory, the market only prices a portion of total risk. Investors do not factor into market prices unique or company-specific risk, because, under CAPM, investors essentially reduce unique or company-specific risk to zero through diversification. If the pure CAPM fully explains asset returns and we can find an accurate method to estimate the forward looking beta, then one can use that relationship to estimate E(Ri), the expected return (cost of capital) for an individual security, for the common equity of company i. The following sections examine some of the research that has been done in testing whether CAPM holds; that is, on the average, do stocks with high betas earn greater returns than stocks with low betas? The central issue is that if the pure CAPM and beta do not explain a significant amount of the differences in stock returns, then should CAPM be the primary method for estimating the cost of equity capital? If not, then we need to understand whether the failure of CAPM to explain changes in returns is a result of poor beta estimates (we discussed beta estimation methods in Chapter 10) or whether the market is pricing other factors in addition to beta. For example, Ri may be a function of various factors with Bi,j being the sensitivity of observed returns to a particular factor. Generalizing the possible relationships we get the following formula: (Formula 12.2) Ri ¼ Rf þ Bi;m RPm þ Bi;s Si þ Bi;BV BV i þ Bi;u Ui þ þ ei where: Ri ¼ Realized return for stock of company i Rf ¼ Risk-free rate of return Bi,m ¼ Sensitivity of return of stock of company i to the market risk premium or ERP RPm ¼ ERP Bi,s ¼ Sensitivity of return of stock of company i to a measure of size, S, of company i Si ¼ Measure of size of company i RPi,s ¼ Bi,s Si ¼ Risk premium for size of company i Bi,BV ¼ Sensitivity of return of stock of company i to a measure of book value (typically measure of book-valueto-market-value of equity) of stock of company i BVi ¼ Measure of book value (typically book-value-tomarket-value of equity) of stock of company i RPi,BV ¼ Bi,BV BVi ¼ Risk premium for book value of company i E1C12 08/26/2010 Page 213 Criticism of CAPM and Beta versus Other Risk Measures 213 Bi,u ¼ Sensitivity of return of stock of company i to a measure of unique or unsystematic risk of company i Ui ¼ Measure of unique or unsystematic risk of company i RPi,u ¼ Bi,u Ui ¼ Risk premium for unique or unsystematic risk of company i . . . ¼ Other factors ei ¼ Error term, difference between predicted return and realized return The researchers are trying to understand what factors are priced by the market. For example, if company size is a priced factor, then one will observe differences in realized stock returns for different size firms. Pure CAPM holds that the only factors that are priced are Rf and RPm and Bi,m and that these factors fully explain how the returns on stock of company i differ, given the risk differences of company i from other companies. Once we better understand which factors have been priced by the market, we can use the observed relationships to estimate the expected return for the stock of company i, E(Ri) as follows: (Formula 12.3) EðRi Þ ¼ Rf þ Bi;m RPm þ Bi;s Si þ Bi;BV BV i þ Bi;u Ui þ where: E(Ri) ¼ Expected return for the stock of company i and the other variables are defined as for Formula 12.2 We are not insinuating that the realized returns on company i stock have been greater than the actual observed returns. However, if there are other factors that explain stock market returns and one ignores a risk factor that is priced by the market, then one is underestimating the expected return of the stock of company i as if company i stock was public and its risks were exposed to market pricing. Testing Risk Factors Priced by the Market Let us examine some of the research that has been performed to determine which risk factors are priced by the market. In one study, the researchers compared the expected returns using the pure CAPM and beta estimates derived from varying look-back periods to realized returns for the Dow Jones 30 companies during the period 1989 through 2008. They found that using a beta estimate equal to 1.0, the weighted average beta for the stock market as a whole, predicted individual stock market returns more accurately than calculated betas for those individual stocks.9 Researchers have also found that betas for individual stocks (and even industry betas) are very unstable. The author of one study calculated beta estimates using realized returns for 3,813 companies every day of 2-month periods using 60 months 9 Pablo Fernandez and Vincente Bermejo, ‘‘b ¼ 1 Does a Better Job Than Calculated Betas,’’ Working paper, May 19, 2009. Available at http://ssrn.com/abstract=1406923. E1C12 08/26/2010 Page 214 214 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL of monthly returns for the look-back period. The sample included 450 of the S&P 500 companies at the time. The author also calculated industry beta estimates. The use of a mechanical methodology resulted in betas that were counterintuitive. For example, high-risk companies had smaller beta estimates derived from realized returns than low-risk companies. In addition, the beta estimates were unstable, even for the industry beta estimates.10 In theory, beta equals (repeating Formula 8.2): (Formula 12.4) Bi ¼ where: CovðRi ; Rm Þ VarðRm Þ Bi ¼ Expected beta of the stock of company i Cov(Ri,Rm) ¼ Expected covariance between the excess return (Ri-Rf) on security i and the excess market return (Rm-Rf) Var(Rm) ¼ Expected variance of excess return on the overall stock market Covariance measures the degree to which the return on a particular security and the overall market’s return move together. Covariance is not volatility. Covariance is a measure of the tendency to vary in the same way and in the same relative amounts. But to really understand difficulties with estimating beta, we need to further examine the meaning of beta. Repeating Formulas 8.6 and 8.7, we get the following: (Formula 12.5) r ¼ s i;m =½s i s m where: r ¼ correlation coefficient between the returns on the security i and the market, m s i,m ¼ Covariance between returns on security i and the market, m s i ¼ Standard deviation in returns on security i s m ¼ Standard deviation in returns on the market, m From this follows: (Formula 12.6) Bi ¼ r ½s i =s m Again, the correlation coefficient that matches the beta is the expected correlation coefficient, r, and the expected standard deviation of returns on the security of company i and the expected standard deviation of returns on the market, m. Any estimate of the correlation coefficient obtained by regressing realized returns, R, is only an estimate of the expected correlation r. Similarly, the standard deviations of realized returns on security i and the market, m, over a look-back period are only estimates of the expected standard deviations of returns. 10 Pablo Fernandez, ‘‘Are Calculated Betas Worth for Anything?’’ Working paper, October 16, 2008. Available at http://ssrn.com/abstract=504565. E1C12 08/26/2010 Page 215 Criticism of CAPM and Beta versus Other Risk Measures 215 What causes the beta relationship? Does beta come primarily from correlations of stock returns with the market index (i.e., r, the true correlation coefficient), or does beta come primarily from the relative return volatilities [s i/s m] or from other source as well? As such, Bi, r, s i, and s m are estimates of expected beta, expected correlation, and expected standard deviations. We often estimate these expected parameters with statistics drawn from regressions of realized returns over look-back periods. As the research shows, this estimation process using historical data may cause estimation errors. Research has also shown that volatility affects the accuracy of beta estimates. At times when the market is highly volatile, beta estimates are less reliable, as are the correlations of individual stock returns with returns on the market. The research further shows that even though correlations break down in times of high market volatility, volatilities generally move together. That is, when the market volatility increases on the average, so does the volatility on individual stock returns. This means that estimating betas during periods of high volatility of market returns will generally provide less reliable estimates of beta than during periods of low volatility. Are beta estimates drawn from realized return data becoming more or less reliable? In one study, the author found that while stock returns are most consistently and strongly correlated with returns on the market for larger companies and while the smallest companies’ beta estimates have become increasingly statistically significant in recent years, beta estimates are not reliable during periods of high market volatility.11 Thus, reliability in making beta estimates is a function of the level of market volatility. Beta reliability is also a function of reliability of firm financial statement information and the ability of the market to absorb and correctly interpret that information. One study shows that the covariance of returns of a stock with the market is a function of the covariance of the stock’s expected cash flows and the expected cash flows of the market as a whole. This leads to the inference that the quality of accounting information and financial statement disclosure can have an impact on beta and cost of capital estimation. The authors derive conditions under which an increase in information quality will lead to a decline in the cost of capital.12 One can see that the movement of debt capital ‘‘off balance sheet’’ to special purpose vehicles in recent years has made the interpretation of company financial statements and the expected cash flows of a company using special purpose vehicle financing methods more difficult to analyze. In another study, the author found that realized returns on stocks with high earnings-to-market-value of equity ratios were greater than predicted by beta and that the realized returns on stocks with low earnings-to-market-value of equity ratios were lower than predicted.13 In still another study, the author documented that the average realized returns on small stocks were greater than predicted by 11 Daniel Suh, ‘‘The Correlations and Volatilities of Stock Returns: The CAPM Beta and the Fama-French Factors,’’ Working paper, March 21, 2009. Available at http://ssrn.com/ abstract=1364567. 12 Richard Lambert, Christian Leuz, and Robert E. Verrecchia, ‘‘Accounting Information, Disclosure, and the Cost of Capital,’’ Working paper, March 2006. Forthcoming in Journal of Accounting Research. Available at http://ssrn.com/abstract=823504. 13 Sanjay Basu, ‘‘Investment Performance of Common Stocks in Relation to Their PriceEarnings Ratios: A Test of the Efficient Market Hypothesis,’’ Journal of Finance (June 1977): 129–156. E1C12 08/26/2010 Page 216 216 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL CAPM (i.e., the size effect).14 In another study, the author found that companies with high debt-to-market-value of equity ratios earned too high a return relative to their betas.15 Further evidence that beta does not fully explain stock market returns is evident in two studies in which the respective authors investigated the relationship between average return and ratio of book-value-to-market-value of equity of stocks. They found that returns on stocks with high book-value-to-market-value of equity ratios had greater average realized returns than implied by their betas, and returns on stocks with low book-value-to-market-value of equity ratios realized lower average realized returns than implied by their betas. These studies imply that ratios involving stock prices have information about expected returns that is missed by betas. A stock’s price depends on expected cash flows and on expected returns that discount expected cash flows to present value.16 Eugene Fama and Kenneth French (FF) published two studies critical of beta. In one study they stated: The efficiency of the market portfolio implies that (a) expected returns on securities are a positive linear function of their market betas (the slope in the regression of a security’s return on the market’s return), and (b) market betas suffice to describe the cross-section of expected returns. They observed that the relation between market beta and average return is flat.17 In a follow-on study, they found that problems with CAPM using U.S. data show up in the same way in the stock returns of non-U.S. major markets.18,19 Further, the CAPM cost of equity estimates for high-beta stocks are too high, and estimates for low-beta stocks are too low, relative to historical returns. Finally, CAPM cost of equity estimates for high book-value-to-market-value of equity stocks (so-called value stocks) are too low, and estimates for low book-value-to-marketvalue of equity stocks (so-called growth stocks) are too high (relative to historical returns). The implications of this work are if CAPM betas do not suffice to explain expected returns, the market portfolio is not efficient. If this implication is true, then CAPM has potentially fatal problems. These authors believe that their results point 14 Rolf W. Banz, ‘‘The Relationship between Return and Market Value of Common Stocks,’’ Journal of Financial Economics (March 1981): 3–18. 15 Laxmi Chand Bhandari, ‘‘Debt/Equity Ratio and Expected Common Stock Returns: Empirical Evidence,’’ Journal of Finance (June 1988): 507–528. 16 See Dennis W. Stattman, ‘‘Book Value and Stock Returns,’’ Chicago MBA: A Journal of Selected Papers 4 (1980): 25–45; and Ronald Lanstein, Kenneth Reid, and Barr Rosenburg, ‘‘Persuasive Evidence of Market Inefficiency,’’ Journal of Portfolio Management 11(3) (1985): 9–17. 17 Eugene Fama and Kenneth French, ‘‘The Cross-Section of Expected Stock Returns,’’ Journal of Finance (June 1992): 427–486. 18 Eugene Fama and Kenneth French, ‘‘Value versus Growth: The International Evidence,’’ Journal of Finance (December 1998): 427–465. 19 One author demonstrated that the linear relationship between beta and the expected return is obtained only by using continuously compounded returns. Tests of the CAPM that use, say, monthly returns reflect the variance of returns but not the expected return as required by an asset pricing model. Carl R. Schwinn, “The Measurement of Returns in Tests of the CAPM,” Working paper, July 2010. Available at http://ssrn.com/abstract=1649478. E1C12 08/26/2010 Page 217 Criticism of CAPM and Beta versus Other Risk Measures 217 to the need for an asset pricing model not dependent on beta alone because beta as traditionally measured is not a complete description of an asset’s risk.20 Fama and French go on to introduce another cost of equity capital model, the FF three-factor model based on an empirical study confirming that size, earnings-to-price, debt-toequity, and book-value-to-market-value of equity ratios all add to an explanation of realized returns provided by market betas. We discuss the FF three-factor model in Chapter 2. However, after the FF three-factor model was introduced, researchers discovered that this empirically based model did not reliably predict stock market returns any better than CAPM. In several studies, researchers showed that within portfolios formed on price ratios (e.g., book-value-to-market-value of equity ratios), stocks with higher expected cash flows have had higher expected returns, a measure not captured by the FF three-factor model or by CAPM.21 Other studies found additional problems with the FF three-factor model. A stock’s price is the present value of future cash flows discounted at the required return on the stock; therefore, given the same book-value-to-market-value of equity ratio, expected return is positively related to cash flows. If two stocks have the same price, the one with higher expected cash flows must also have higher expected return. Given a particular book-value-to-market-value of equity ratio, positive relation between expected profitability and expected return is a direct prediction of valuation theory. But the FF three-factor model does not indicate which stocks with the same book-value-to-market-value of equity ratio are expected to have higher returns.22 Other researchers found that the pure CAPM works over the long run, but not for asset pricing after 1963. That is, they found that, on the average, stocks with higher betas realized higher returns and stocks with lower betas realized lower returns before 1963, but not after 1963. The book-value-to-market-value of equity relationship better explains differences in returns after 1963 (though after 1980 its explanatory power is almost zero). They estimated CAPM with time-varying betas (dependent on economic conditions), constant market risk premium, and constant market volatility. They found that time-varying betas explain the book-value-tomarket-value of equity effect except for stocks of medium-size companies. As a result of their findings, they question if the post-1963 problem with beta is just a small-sample-size issue.23 20 Eugene Fama and Kenneth French, ‘‘The Cross-Section of Expected Stock Returns,’’ Journal of Finance (June 1992): 427–486. 21 Richard Frankel and Charles M. C. Lee, ‘‘Accounting Valuation, Market Expectation, and Cross-Sectional Stock Returns,’’ Journal of Accounting and Economics (June 1998): 283– 319; Patricia M. Dechow, Amy P. Hutton, and Richard G. Sloan, ‘‘An Empirical Assessment of the Residual Income Valuation Model,’’ Journal of Accounting and Economics (January 1999): 1–34; Joseph D. Piotroski, ‘‘Value Investing: The Use of Historical Financial Statement Information to Separate Winners from Losers,’’ Journal of Accounting Research 38 (supplement 2000): 1–41. 22 John Y. Campbell and Robert J. Shiller, ‘‘The Dividend-Price Ratio and Expectations of Future Dividends and Discount Factors,’’ Review of Financial Studies (May 1989): 195– 228; Tuomo Vuolteenaho, ‘‘What Drives Firm Level Stock Returns,’’ Journal of Finance (February 2002): 233–264. 23 Andrew Ang and Joseph Chen, ‘‘CAPM over the Long-Run: 1926–2001,’’ Journal of Empirical Finance (January 2007): 1–40. E1C12 08/26/2010 Page 218 218 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Alternatively, could it be that the problem with CAPM and beta is the use of historical excess returns? Can it be that expectations regarding stock market returns change so quickly that standard statistical methods for estimating beta using realized excess returns are just not sensitive enough to measure those expectations? In one study, the researchers condition the beta estimate based on factors that seem to predict the stage of business cycle in which the beta estimate is being made. For example, they adjusted the beta estimate (derived from realized excess returns) by the yield on T-bills, the yield spreads between 10-year and 1-year U.S. government bonds, and the credit spread between 10-year AAA-rated corporate bonds and 10-year U.S. government bonds. They examined how realized betas changed as these factors changed over time and applied the conditioning observations to the beta estimates. They were able to explain 60% of the differences in realized returns in the period 1980 through 2004 using the adjusted beta versus only approximately 2% using a static CAPM.24 In another study of the CAPM and beta, the authors use expected returns from two sources (Value Line data for the period 1975 to 2001 and expected returns based on sell-side analysts as reported by First Call for the period 1997 to 2001) rather than historical realized returns to compare a basis for calculating beta estimates. They found that stocks’ expected returns for the periods using both sources were positively related to their estimated betas. Further, they found that investors expected higher rates of return on small (market value) stocks and on average received higher returns. That is, they found that the expected return on small (market value) stocks was greater than for large (market value) stocks after taking into account differences in beta estimates, consistent with the size effect.25 In still another study, researchers used information embedded in the prices of individual stock options and index options to compute forward-looking, or optionimplied, beta estimates. They compared their forward-looking beta estimates with historically based beta estimates. They determined that the forward-looking beta estimates had better predictive power (i.e., high-beta stocks earned greater returns in future periods, etc.) than the best-performing historically based beta estimates in about half the cases. In total, the forward-looking beta estimates explained about 22% of the variation in the returns across the securities studied.26 In another study, the authors constructed an ex ante measure of expected equity return based on data from bond yield spreads (after adjusting bond yields for default risk, ratings transition risk, and tax spreads [differences in yields due to taxation of interest] between corporate bonds and U.S. government bonds). Their approach is based on the premise that providers of both debt capital and equity capital have contingent claims on the same set of assets; therefore, they must share the same risk factors that govern covariance between the underlying firm’s business risk (asset risk) and the economy. 24 Devraj Basu and Alexander Stremme, ‘‘CAPM and Time-Varying Beta: The Cross Section of Expected Returns,’’ Working paper, March 2007. Available at http://ssrn.com/ abstract=972255. 25 Alon Brav, Reuven Lehavy, and Roni Michaely, ‘‘Using Expectations to Test Asset Pricing Models,’’ Financial Management (Autumn 2005): 5–37. 26 Peter Christoffersen, Kris Jacobs, and Gregory Vainberg, ‘‘Forward-Looking Betas,’’ Working paper, May 2, 2008. Available at http://ssrn.com/abstract=891467. E1C12 08/26/2010 Page 219 Criticism of CAPM and Beta versus Other Risk Measures 219 These authors found that beta plays a significant role in explaining variation in expected returns among firms (even after controlling for company size and bookvalue-to-market-value of equity ratio) and that the yield spread is highly correlated with systematic risk. They found that previous research claiming beta is dead can be a result of using realized returns rather than expected returns, as these returns often differ. They found that the expected ERP implied by yield spreads is consistent with the analysis of the ERP that should have been expected (see the Chapter 9 discussion of Fama-French research) and less than the realized risk premiums during their test period. These same authors also found that the expected company size premium was statistically significant. Their results showed that the expected company size premium moved countercyclically; investors seemed to perceive small companies as riskier during business downturns.27 Other researchers have shown that stock returns are not normally distributed—a finding that in and of itself demonstrates that beta cannot be the sole measure of risk.28 The studies have found that distributions of stock returns are skewed and have fatter tails than a normal distribution, with the lognormal distribution having the best fit to observed returns for longer investment horizons. Many critics of CAPM hold that the finding of nonnormalcy of returns alone invalidates CAPM. While the assumption that returns are normally distributed is a very crucial assumption to the derivation of CAPM, studies have found that the utility loss or financial loss one may suffer by using a mean-variance efficiency analysis are negligible.29 Levy shows that criticism based on rejection of the risk aversion inherent in the classic mean-variance framework does not negate CAPM. While some versions of expected investor utility require modifications to the classic choices of optimal mean-variance portfolios (the ‘‘efficient frontier’’), he found that CAPM is theoretically intact. He goes on to show that CAPM cannot be rejected on empirical grounds when ex ante rather than ex post estimates of beta are employed.30 In summary, even though Levy concluded that CAPM cannot be rejected on theoretical or empirical grounds, that conclusion does not negate the results of empirical studies that show that beta alone is not a reliable measure of risk and realized future returns (at least not using betas drawn from realized excess returns). Yet CAPM and beta persist even today as the most widely used method of estimating the cost of equity capital. As one commentator said: 27 Murillo Campello, Long Chen, and Lu Zhang, ‘‘Expected Returns, Yield Spreads, and Asset Pricing Tests,’’ Working paper, January 2006. Available at http://ssrn.com/ abstract=491403. 28 Hsing Fang and Tsong-Yue Lai in ‘‘Co-kurtosis and Capital Asset Pricing,’’ Financial Review (May 1997): 293–307, derive a four-moment CAPM and show that systematic variance, systematic skewness, and systematic kurtosis contribute to the risk premium, not just beta; Fred Arditti in ‘‘Risk and the Required Return on Equity,’’ Journal of Finance (March 1967): 19–36, demonstrates that skewness and kurtosis cannot be diversified away by increasing the size of the portfolios. 29 Haim Levy, ‘‘The CAPM Is Alive and Well: A Review and Synthesis,’’ European Financial Management 16(1) (2010): 43–71. 30 Haim Levy, ‘‘The CAPM Is Alive and Well: A Review and Synthesis,’’ European Financial Management 16(1) (2010): 68. E1C12 08/26/2010 Page 220 220 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL In spite of the lack of empirical support, the CAPM is still the preferred model for classroom use in MBA and other managerial finance courses. In a way it reminds us of cartoon characters like Wile E. Coyote who have the ability to come back to original shape after being blown to pieces or hammered out of shape.31 Adjusting the Pure CAPM The prevailing theory regarding the cost of capital is that expected stock market returns are a function of beta and market risk. As we have shown, studies regarding the reliability of this theory are mixed as to whether other factors, such as company size, book-value-to-market-value of equity ratio, and unsystematic risk, are priced by the market, but the preponderance of this research is that factors besides market or systematic risk are priced by the market. One study found no statistical relationship between unsystematic risk and expected returns when unsystematic risk is measured in terms of residuals from the FF three-factor model, not residuals from the index model estimate of the pure CAPM.32 The FF three-factor model controls for size and other differences among the firms. Another study found a strong link between implied unsystematic volatility derived from options (for companies with traded stock options) and future stock returns for those same companies. Those authors point out that the problem with most studies is that the studies measure unsystematic volatility by examining historical realized volatilities. These researchers find that historical realized volatilities do not explain future returns of individual stocks when the pricing model includes implied unsystematic volatility. Controlling for company characteristics such as company size, company book-value-to-market-value of equity ratio of equity, and liquidity of stock factors (short-sale constraints and monthly company open option interest), they found that the market does in fact price company size, company book-value-to-market-value of equity ratio, and implied forward unsystematic risk of individual companies.33 Based on this research, we therefore believe that it is appropriate to adjust the expected cost of equity capital for smaller companies when using CAPM to estimate the cost of equity capital for the size effect (discussed in Chapter 13) and adjust the expected cost of equity capital for unique or unsystematic risk factors recognized by the market (discussed in Chapter 15). Adjusting Beta for Risk of Company Size and C o m p a n y - s p e c i fi c R i s k Assume that you use the expanded CAPM (Formula 8.6) to estimate the cost of equity capital. You now need to estimate the effect of expanding the CAPM model 31 Ravi Jagannathan and Zhenyu Wang, ‘‘The Conditional CAPM and the Cross-Section of Expected Returns,’’ Journal of Finance (August 1996): 3–53. 32 Turan G. Bali and Nusret Cakici, ‘‘Idiosyncratic Volatility and the Cross-Section of Expected Returns,’’ Working paper, July 2006. Available at http://ssrn.com/abstract= 886717. 33 Dean Diavatopoulos, James S. Doran, and David R. Peterson, ‘‘The Information Content in Implied Idiosyncratic Volatility and the Cross-Section of Stock Returns: Evidence from the Option Markets,’’ November 27, 2007; forthcoming in Journal of Futures Markets. E1C12 08/26/2010 Page 221 Criticism of CAPM and Beta versus Other Risk Measures 221 in, say, an option pricing model. The effect of adding risk premiums for company size and company-specific risk is equivalent to increasing the variability of returns, as risk is no longer measured by beta alone. We can adjust beta in this way to get an expanded beta or Be (beta adjusted from the expanded CAPM): (Formula 12.7) EðRÞ ¼ Rf þ ðBL RPM Þ þ RPs RPu EðRÞ Rf ¼ ðBL RPM Þ þ RPs RPu EðRÞ Rf RPs RPu Be ¼ RPM RPM RPM where: E(R) ¼ Expected rate of return Rf ¼ Rate of return on a risk-free security BL ¼ Levered beta for (equity) capital RPm ¼ Risk premium for the ‘‘market’’ RPs ¼ Risk premium for ‘‘small’’ stocks RPu ¼ Risk premium for company-specific or unsystematic risk attributable to the specific company Be ¼ Expanded beta (equity) Expanded beta incorporates both the small-company risk and company-specific risk. Assuming that any further traditional nondiversified risk is small, we can then derive variance of returns for use in option pricing models as follows: (Formula 12.8) s 2 ¼ B2L s 2M þ s 2e where: s 2 ¼ Variance of returns for subject company stock s 2M ¼ Variance of the returns on the market portfolio (e.g., S&P 500) s 2e ¼ Variance of error terms Substituting expanded beta Be for B and assuming s 2e is close to zero, we get: (Formula 12.9) s 2 ¼ Be s 2M s 2 takes into account the entirety of the effect of all risk factors used in the expanded CAPM. RISK MEASURES BEYOND BETA Could the market be measuring risk using a risk measure other than or in addition to beta? Could the market be measuring risk using some combination of company size, book value, unique or unsystematic risk, liquidity, and other factors? Because of its prominence in the literature and in practical application, we discuss the size effect in Chapter 13. Similarly, we discuss unique or unsystematic risk in Chapter 15. E1C12 08/26/2010 Page 222 222 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Total Risk Shannon Pratt titled his doctoral dissertation ‘‘The Relationship between Risk and the Rate of Return for Common Stocks.’’ He used the standard deviation of 12 quarters of past returns as his measure of risk. He divided the stocks into quintiles based on the values of the risk measures. Standard deviation turned out to be a very good risk measure in the sense that the cross-sectional standard deviations of future one-year returns rose dramatically with each quintile. The returns rose through the fourth quintile and dropped off a little for the fifth quintile. The results are shown schematically in Exhibit 12.1. Other researchers have also found that total risk matters, and more than just market risk or systematic risk is reflected in public market stock returns.34 To the extent that undiversified investors, who, by definition, violate the assumptions underlying CAPM, affect market pricing, then the impact resulting from the lack of diversification should be reflected in pricing of the overall stock market. These researchers have studied the relationship between average stock total risk and market return over time and have found a significant positive relationship between average stock return variance and return on the market. If you view equity and debt as contingent claims on assets of a company, as the volatility of the assets increases, the value of the equity goes up at the expense of the debt holders. They concluded that total risk, including unique or idiosyncratic risk (volatility of returns), drives the ability to forecast the stock market. We will discuss total risk and idiosyncratic risk further in Chapter 15. Downside Risk Conduct a survey of the man on the street, and the common concept of risk is loss below some threshold. Several concepts of risk emerge: & & & Downside frequency. How often investment is likely to fall below a threshold over a specified time horizon Average downside. Average shortfall when returns fall below threshold Semivariance. Variance on downside—combination of downside frequency and average downside35 If the distribution of security returns is not normally distributed, is the market measuring downside risk instead of equally weighting upside and downside risk? Two researchers compared the mean-variance (MV) CAPM with the CAPM beta as the risk measure to mean-semivariance (MS) CAPM with downside beta as the risk measure. In their study, downside beta measures comovement of returns with the market portfolio in falling markets. They found that return distributions are not normal and, as a result, MV CAPM and MS CAPM give different results. They found that: & 34 Downside betas for low-beta portfolios are greater than CAPM betas; CAPM beta understates the risk of low-beta stocks. Amit Goyal and Pedro Santa-Clara, ‘‘Idiosyncratic Risk Matters!’’ Journal of Finance (June 2003): 975–1008. 35 Philip S. Fortuna, ‘‘Old and New Perspectives on Equity Risk,’’ Practical Issues in Equity Analysis, CFA Institute (AIMR) (February 2000): 37–45. Page 223 223 Criticism of CAPM and Beta versus Other Risk Measures Figure 1 Average Annual Rates of Return for Stock Portfolios of Different Risk Grades (Annual Rates Derived from Geometric Mean IPRs) Annual Rates of Return 08/26/2010 .175 .170 .165 .160 .155 .150 .145 .140 .135 .130 .125 .120 .115 .110 .105 .100 0.95 1929–1960 A 1-Year Holding Periods 3-Year Holding Periods 5-Year Holding Periods 7-Year Holding Periods B C D E Figure 2 Average Annual Rates of Return for Stock Portfolios of Different Risk Grades (Annual Rates Derived from Geometric Mean IPRs) Annual Rates of Return E1C12 .175 .170 .165 .160 .155 .150 .145 .140 .135 .130 .125 .120 .115 .110 .105 .100 0.95 1931–1960 1-Year Holding Periods 3-Year Holding Periods 5-Year Holding Periods 7-Year Holding Periods A B C D E EXHIBIT 12.1 Relationship between Risk and the Rate of Return for Common Stocks Source: E. Bruce Fredrikson, Frontiers of Investment Analysis, 2nd ed. (Scranton, PA: Intext Educational Publishers, 1971), 345. Used with permission. All rights reserved. E1C12 08/26/2010 Page 224 224 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL & Downside betas for high-beta portfolios are smaller than the CAPM betas; CAPM beta overstates the risk of high-beta stocks. They found that combining downside risk and time variation works best in explaining stock returns. Further, they found: & & The role of downside betas is more pronounced during bad times (periods of low stock prices and resulting high dividend yield for the market). Investors fear negative stock returns during bad times most. Downside beta better explains observed returns during those times. Even then they found a residual size effect not fully explained by MS CAPM. That is, returns on small (market value) companies are not fully explained by the MS CAPM downside beta. MS CAPM assumes perfect capital markets and ignores transaction costs and market liquidity—issues that affect returns of small (market value) companies the most.36 More researchers are now finding empirical results implying that the market prices stocks based on their downside risk. For example, in another study, the authors found that stocks that covary with the market when the market declines have high average returns, which is consistent with investors placing greater weight on downside risk than on upside gains. This downside risk is not fully reflected by CAPM beta. They found that pricing of downside risk is not subsumed by coskewness or liquidity risk either. They found that past downside beta is a good predictor of future covariation with down market movements.37 Exhibit 12.2 repeats the data from ordinary least squares (OLS) beta and sum beta from Exhibit 10.5 and adds downside beta estimates. Exhibit 12.2 compares OLS betas, sum betas, and downside betas for different industries. We show an example of calculating downside beta in Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement, Chapter 4. Semivariance is an alternative downside risk measure. It is the ratio of semivariance of the individual security (variance on downside) to the semivariance of the market.38 An important research finding is that semivariance is a meaningful alternative downside risk measure and should be considered in estimating the cost of equity capital. Analysts using the CAPM should consider incorporating some measure of semivariance in their beta estimates, as research has shown that betas adjusted to reflect semivariance better explain stock returns. The inclusion of this semivariance means capturing the ratio of semivariance of the individual security (variance on downside) to the semivariance of the market in the cost of equity capital calculation. 36 Thierry Post and Pim van Vliet, ‘‘Conditional Downside Risk and the CAPM,’’ Working paper, June 2004. Available at http://ssrn.com/abstract=797286. 37 Andrew Ang, Joseph Chen, and Yuhang Xing, ‘‘Downside Risk,’’ Review of Economic Studies 19(4) (March 2, 2006): 1191–1239. 38 Javier Estrada, ‘‘Downside Risk in Practice,’’ Journal of Applied Corporate Finance (Winter 2006): 117–125. E1C12 08/26/2010 Page 225 225 Criticism of CAPM and Beta versus Other Risk Measures EXHIBIT 12.2 Comparison of OLS Betas, Sum Betas, and Downside Betas for Different Industries Median Data as of December 2008 Count OLS Beta Sum Beta Downside Beta Computer Software (SIC 7372) All Companies Over $1 Billion Under $200 Million 151 29 79 1.47 1.24 1.49 1.57 1.17 1.76 1.69 1.20 1.89 Auto Parts (SIC 3714) All Companies Over $1 Billion Under $200 Million 27 5 15 1.74 1.42 1.82 1.91 1.48 2.20 2.14 1.63 2.29 Healthcare (SIC 80) All Companies Over $1 Billion Under $200 Million 81 11 44 1.11 0.96 1.34 1.37 1.01 1.53 1.49 1.20 1.83 Publishing (SIC 27) All Companies Over $1 Billion Under $200 Million 39 8 19 1.30 1.03 1.41 1.57 1.28 1.85 1.53 1.20 1.75 Petroleum and Natural Gas (SIC 1311) All Companies Over $1 Billion Under $200 Million 152 41 76 1.50 1.16 1.78 1.86 1.46 2.30 1.87 1.49 2.28 Market value of equity as of December, 2008. Source: Compiled from Standard & Poor’s Capital IQ data. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. Value at Risk Value at risk (VaR) is a statistical measure of downside risk. VaR measures the largest percentage of the portfolio value that one might lose over a given time period, to a given degree of certainty, based on historical average return and variability. For example, for a given asset held over the next six months, you might be 95% sure that the asset value will fall by no more than 15%. Value at risk has become widely used since the 1994 introduction of the J. P. Morgan RiskMetrics1 system, which provides the data required to compute VaR for a variety of financial instruments. New Federal Reserve Board rules require banks to compute the VaR of all their assets, and this total firmwide VaR determines one measure of a bank’s capital requirements. Scenario-based Approach In 1952, Harry Markowitz invented a framework for identifying those portfolios with the highest return for a given risk level (or the lowest risk for a given return) based upon risk, reward, and the correlation of the assets held within the portfolio. Markowitz’s model is commonly referred to as mean-variance optimization and is regarded as the basis of modern portfolio theory. E1C12 08/26/2010 Page 226 226 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Paul Kaplan and Sam Savage supplement Markowitz’s original work by uniting it with the latest in economic theory, and new sophisticated statistical technologies pioneered by Savage. The two have titled this enhanced model ‘‘Markowitz 2.0.’’39 Kaplan and Savage offer five technology-driven enhancements to the original Markowitz mean-variance portfolio optimization framework: & & & & & The use of a scenario-based approach for describing return distributions rather than employing standardized ‘‘bell-curves,’’ as is done in traditional meanvariance analysis. Kaplan and Savage point out that normalizing a distribution by forcing it into a standardized curve can have the effect of minimizing the probability of tail events—those events that are far to the left or far to the right in a distribution. Employing the raw computational power available today to generate scenario-based (i.e., Monte Carlo simulation) distributions produces more realistic return distributions, and allows for tail events to be more accurately modeled. Tail events, such as the financial crisis of 2008 and 2009, are more probable than they would appear in a standardized lognormal distribution. Kaplan and Savage propose using geometric mean to describe investors’ reward rather than arithmetic mean, as is done in traditional mean-variance analysis, since ‘‘investors who plan on repeatedly reinvesting in the same strategy over an indefinite period would seek the highest rate of growth for the portfolios as measured by geometric mean.’’ The use of conditional value at risk (CVaR) rather than standard deviation to describe investors’ risk. While standard deviation is a measure of the dispersion of returns (both up and down), CVaR is a downside measure that focuses on what investors can lose. Kaplan and Savage replace the correlation matrix used with traditional meanvariance optimization with a scenario-based model. Finally, Savage’s advances in the field of probability management are incorporated.40 One of the main disadvantages of scenario-based modeling is that it requires huge amounts of data to be stored and manipulated. Savage has developed technology he has titled the Distribution String, or DISTTM, which compresses thousands of simulation trials into a single data element, cutting both storage and processing time dramatically. Duration Is the length of time over which one expects to receive cash flows a good measure of risk? That is, if one expects cash flows in early years, is that a less risky company or project than one in which expected cash flows are not realized until more distant future years? Researchers developed a measure of implied duration based on traditional measures of bond duration (see Chapter 6). They project future cash distributions for common equity using simple forecasting models based on historical financial data 39 40 2010 Ibbotson SBBI Classic Yearbook, Chapter 10, 121–125. Sam Savage, The Flaw of Averages (Hoboken, NJ: John Wiley & Sons, 2009). E1C12 08/26/2010 Page 227 Criticism of CAPM and Beta versus Other Risk Measures 227 for 10 years and spreading the remaining market value implicit in observed stock price as a level perpetuity thereafter. They have found: & & & Stock return volatility and betas both increase as equity duration increases. The book-value-to-market-value of equity factor may be interpreted as a noisy duration factor. Stocks categorized as value stocks generally have shorter equity duration than stocks categorized as growth stocks.41 In addition to these studies, an even better method for quantifying uncertainty as to both the amounts and the timing of expected economic income is to combine the duration measure with the more commonly used risk measure, volatility. To further refine this measurement, we think it appropriate to consider that not all investors have the same risk tolerance. This does not imply that one should not measure the risk of the investment in determining the cost of equity capital. It simply means that there are different pools of investors with different risk tolerances; one pool may prefer longer-term investments with greater absolute risk, and another pool may prefer shorter-term investments with lesser absolute risk. This is consistent with the so-called clientele explanation of investing; investments with different risks attract a different clientele of investors. Consequently, it may be appropriate to consider measuring the cost of equity capital in terms of the clientele attracted to investments as having certain risk characteristics. In the interest of considering all relevant factors affecting total risk, we think an important assumption to consider is that if investment returns in each future year are approximately normally distributed, then the standard deviation of the expected value of the investment increases as the duration of the net cash flows increase, while the per-annum risk of the investment decreases because the marginal risk of an investment declines as a function of the square root of time. In other words, risk as measured by standard deviation increases at a declining rate over time. For example, assume a project with an initial investment of $100 (time ¼ zero to N). Assume the present value of future net cash flows increases over time such that measuring the net present value of cash flows at the end of the first year (time ¼ 1 to N) equals $120. That is, the value of the investment increased $20. Assume that the standard deviation of the present value equals $10. That is, there is an approximate two-thirds chance that the present value of net cash flows from time ¼ 1 to N will be between $110 and $130. Assume that the value is expected to increase by $20 measured each year in the future (e.g., the value of net cash flows measured from the end of year 2 ¼ $140) and the standard deviation of that expected present value is $10. At the end of five years, the expected value p is $200 (¼$100 þ 5 years $20) with a standard deviation of $22.36 (¼$10 5). The normalized per-annum risk of the investment equals $4.47 (¼$22.36/5 years). 41 Patricia M. Dechow, Richard G. Sloan, and Mark T. Soliman, ‘‘Implied Equity Duration: A New Measure of Equity Risk,’’ Review of Accounting Studies (June 2004): 197–228. E1C12 08/26/2010 Page 228 228 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL At the end of 25 years, the expected value of the investment p is $600 (¼ $100 ¼ 25 years $20) with a standard deviation of $50 (¼$10 25). But the normalized per-annum risk of the investment has decreased to $2 (¼$50/25 years). The conclusion we reach, which may seem counterintuitive, is that the risk premium (i.e., cost of equity capital measured as the rate of return per annum) should be less for the longer-term investment than for the shorter-term investment. Based on the clientele effect, if one assumes that there is a pool of investors with short-term investment horizons, those investors are likely to invest in short-term investments (short duration) with low absolute risk. On the other hand, the pool of investors with long-term investment horizons may be attracted to longer-term investments with greater absolute risk but lower per-annum risk; investors with longer-term investment horizons have an increased appetite for risk (as measured only by variance), knowing that over time the annualized variance is less. One study looked at the types of industries that are populated by companies owned by investors with generally shorter-term investment horizons (firms controlled by short-term institutional investors with professional management) and compared industry characteristics with the types of industries that are populated by companies controlled and managed by founding families (so-called family firms) that attract long-term institutional investors. 42 The author found that as the cyclical nature of industries increases, the greater percentage of companies in the industry that are family firms also increases. Such firms can invest in (and create value from investing in) longer-term projects with lower per-annum returns because the appropriate cost of capital (measured as return per annum) is less. On the other hand, firms with short-term-oriented investors and management can only invest in projects with higher per-annum returns because the appropriate cost of capital (measured as return per annum) is greater. Yield Spreads Can you use a company’s bond rating and the yield spread among bond ratings to directly estimate a company’s cost of equity capital? A company’s bond rating reflects risk relating to its size and company-specific risk. In one study, the authors estimated the expected return on debt and equity based on yield spreads. In their study, they looked at the differences in market yields on bonds of different ratings. Using historical default rates on bonds, they estimated expected default rates on bonds and a firm’s current cost of debt for use in its cost of capital. They then estimated a market consensus risk premium by debt rating (i.e., the equity risk premium for specific ratings classes based on differences in leverage), which can be used to estimate firm-specific cost of equity, given the subject company’s debt rating. The data on which they built their analyses are drawn from 1994–1999. The authors estimated equity risk premiums ranging from 3.1% for 42 Thomas Zellweger, ‘‘Time Horizon, Costs of Equity Capital, and Generic Investment Strategies of Firms,’’ Family Business Review 20(1) (March 2007): 1–15. E1C12 08/26/2010 Page 229 Criticism of CAPM and Beta versus Other Risk Measures 229 AA-rated firms to 8.5% for B-rated companies over U.S. government bonds of comparable duration.43 These results can be used as a check for the cost of equity capital calculated using other methods such as CAPM. For example, one can look at the current yield on long-term U.S. government bonds as of the valuation date and add a risk premium to estimate the cost of equity capital. Assume the subject company debt was rated B and the current yield on U.S. government bonds was 5%.44 The estimated cost of equity capital for the subject company using this method therefore would be 5.0% plus 8.5% or 13.5%. The result embodies the company-specific risk of the subject company, assuming that the company’s specific risk is captured in its debt rating. In using this method, one should be sure to use current rather than historical yields, as the yields on U.S. government bonds vary over time. This is particularly true because these authors used data on pricing yields and default spreads for 1994– 1999, years that reflect default spreads at that time. To the extent that current yields on rated debt are greater today than for that period, one may want to adjust the reported results by increasing the recommended equity premiums by the difference between current yields on, say, B-rated debt to the average yield on B-rated debt during 1994–1999 (the spread on B-rated debt averaged 396 basis points over U.S. government bond yields of bonds with comparable duration45). Also the analyst needs to make sure the yield reflects underlying market factors and are not being affected by the flight to quality. Fundamental Risk The Duff & Phelps Risk Study is discussed in Chapter 15. That research correlates realized equity returns (and historical realized risk premiums) directly with measures of company risk derived from accounting information. The measures of company risk derived from accounting information may also be called fundamental or accounting measures of company risk to distinguish these risk measures from stock market–based measures of equity risk, such as beta. The Risk Study examines three separate measures of risk: 1. Operating margin (the lower the operating margin, the greater the risk) 2. Coefficient of variation in operating margin (the greater the coefficient of variation, the greater the risk) 43 Ian Cooper and Sergei Davydenko, ‘‘Using Yield Spreads to Estimate Expected Returns on Debt and Equity,’’ London Business School IFA Working Paper and EFA 2003 Annual Conference Paper No. 901, December 2003. Available at http://ssrn.com/abstract=387380. In another paper, Harjoat Bhamra, Lars-Alexander Kuehn, and llya Strebuaev, ‘‘The Levered Equity Risk Premium and Credit Spreads: A Unified Framework,’’ Working paper, July 18, 2007, study the substantial empirical evidence that stock returns can be predicted by credit spreads and that movement in stock-return volatility can explain movements in credit spreads and explore the joint pricing of corporate bonds and stocks. Available at http://ssrn.com/abstract=1016891. 44 The study found that the actual average years to maturity for all corporate bonds in the database were approximately 8.5–9.0 years and an average duration of 6–6.75 years. 45 The study found that the actual average years to maturity for all corporate bonds in the database were approximately 9.0 years and an average duration of 6.6 years for bonds rated B. E1C12 08/26/2010 Page 230 230 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL 3. Coefficient of variation in return on equity (the greater the coefficient of variation, the greater the risk) Other authors also study fundamental risk. For example, in one recent study, the authors identified four cash-flow-related factors for explaining returns: earnings yield, capital investment, changes in profitability, and growth opportunities. These factors plus any change in the discount rate form a full set of information associated with returns. Their model explains approximately 17% of variation in annual stock returns, with earnings yield and changes in profitability the most important factors and the change in the discount rate over time the least important factor.46 In another study, the authors derived a simplified covariance risk adjustment based on accounting variables. They used covariance of excess firm return on equity (ROE) (residual earnings are equal to income minus a charge for the use of capital measured by the beginning book value times the cost of capital) with market excess ROE (developing a fundamental or accounting beta) and ROE of company size as measured by market capitalization and book-value-to-market-value of equity factors as accounting-based risk measures to estimate the covariance risk of the firm. They found that valuation errors are reduced (i.e., expected returns are more accurately measured) compared with the pure CAPM and FF three-factor models.47 SUMMARY The conclusion that can be reached by studying the research reviewed in this chapter is that pure CAPM and its sole risk measure, beta, while theoretically appealing and useful tools for understanding risk, are not reliable measures alone for measuring the cost of equity capital for many firms. This fact has caused academics and practitioners alike to look beyond the pure CAPM. As the authors of one paper stated: While the CAPM ‘‘has been the model on which most finance theory and practice was built . . . tests of CAPM by F-F (1992) revealed that the model is no longer able to explain the cross-section of asset returns.’’48 While the CAPM may be theoretically valid and cannot be rejected if ex ante rather than ex post parameters are employed, accurately measuring risk from observed data is the subject of continued research. We conclude that beta alone does not fully measure the risk of most securities, especially securities of smaller companies. We recommend that analysts use other risk measures beyond just beta, particularly for smaller companies. We also recommend that analysts use multiple estimates of risk (for example, OLS beta, sum beta, downside beta), compare the results, and use judgment to decide which estimate best represents the risk of the subject company. Mechanical use of beta estimates from a 46 Peter F. Chen and Guochang Zhang, ‘‘How Do Accounting Variables Explain Stock Price Movements? Theory and Evidence,’’ Journal of Accounting and Economics (July 2007): 219–244. 47 Alexander Nekrasov and Pervin K. Shroff, ‘‘Fundamentals-Based Risk Measurements in Valuation,’’ Working paper, January 2007. Available at http://ssrn.com/abstract=930729. 48 Qing Li, Maria Vassalou, and Yuhang Xing, ‘‘An Investment-Growth Asset Pricing Model,’’ AFA 2002 Atlanta Meetings, March 7, 2001. E1C12 08/26/2010 Page 231 Criticism of CAPM and Beta versus Other Risk Measures 231 published service, while seemingly easy to defend before a trier of fact, nonetheless may lead to an erroneous estimate of the cost of equity capital. TECHNICAL SUPPLEMENT CHAPTER 4—EXAMPLE OF COMPUTING DOWNSIDE BETA ESTIMATES The Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement,Chapter 4, contains an example of computing downside beta estimates. E1C13 08/26/2010 Page 232 CHAPTER 13 Size Effect Introduction Morningstar Studies Using Morningstar Data in the Build-up Method Using Morningstar Data in the CAPM Method Duff & Phelps Studies What Is ‘‘Size’’? Description of the Data Using the Duff & Phelps Risk Premium Report—Size Study in the Build-up Method Using the Duff & Phelps Size Study in the CAPM Method Estimating Size Premiums for Nonpublic Company Summary INTRODUCTION In the chapters on the build-up model and the capital asset pricing model (CAPM), we made reference to the size effect, based on the empirical observation that companies of smaller size are associated with greater risk and, therefore, have greater cost of capital. While the size effect is a factor in other cost of capital methods—for example, the Fama-French three-factor method (see Chapter 17)—in this chapter, we discuss evidence of the size effect and its measurement in the context of the build-up and CAPM methods. The size effect is not without controversy. Here we first examine studies that quantify the existence of the size effect. In Chapter 14, we examine the criticisms of the size effect. The evidence that the size effect is a correction to the cost of capital models is mostly applicable for smaller companies. To help measure the size effect in terms of its impact on cost of equity capital, this chapter presents empirical data from two independent sets of studies: the Morningstar studies and the Duff & Phelps studies. Both of these sets of studies use rate of return data developed at the University of Chicago Center for Research in Security Prices (CRSP) and document the The authors want to thank David Turney of Duff and Phelps LLC for preparing material for this chapter. 232 E1C13 08/26/2010 Page 233 Size Effect 233 empirical evidence that smaller firms have greater risk-adjusted equity returns than large firms.1 MORNINGSTAR STUDIES Morningstar, Inc., segregates New York Stock Exchange (NYSE) stock returns into deciles by size, as measured by the aggregate market value of common equity, and adds the returns on American Stock Exchange (AMEX) stocks and returns of NASDAQ stocks that fall into the respective size deciles as computed based on the NYSE. The excess returns over the basic realized return for the market increase dramatically with decreasing size, as shown in Exhibit 13.1. This excess return is especially noticeable for the smallest 10% of the companies. Exhibit 13.2 shows the market capitalization by value of company equity of the largest company in each of the respective decile groups as of September 30, 2008. Morningstar also reports the results of changing the benchmark used to calculate the market portfolio from the Standard & Poor’s (S&P) 500 stock index to the NYSE total value weighted index. Those results also support the relationship between size and realized return. Morningstar examined alternative methods of calculating beta. For example, Morningstar calculates betas based on excess annual returns. This method helps correct for certain problems associated with monthly data for smaller companies when using more common methods of estimating beta. The ‘‘annual’’ betas are greater for smaller companies than the betas derived using a monthly frequency of data. Exhibit 13.3 displays the same analysis as Exhibit 13.1 except that annual betas are used. The annual betas are similar to betas calculated by Morningstar using the sum beta method. As described in Chapter 10, the sum beta method is an alternative way of handling monthly data. This method can provide a better measure of beta for small stocks by taking into account the lagged price reaction of stocks of small companies to movements in the stock market. The data indicate that even using the sum beta method, when applied to the CAPM, does not account for the returns in excess of the risk-free rate historically found in small stocks. Notice that the size premium for the 10th decile (the smallest companies) is smaller using annual betas (size premium 4.43%) than monthly betas (size premium 5.81%) because of the higher beta. We discuss this more fully later when we explore controversies surrounding the size premium. More recently, Morningstar has divided the 10th decile into subcategories 10a and 10b, with 10a being the top half of the decile and 10b the bottom half of the decile (measured by market capitalization). Most recently, Morningstar further divided 10a into 10w and 10x and 10b into 10y and 10z. We present and discuss that data and explore the difficulties of using market value to measure size and the problems with 10b in Chapter 14. 1 We have included in this chapter exhibits drawn from the Ibbotson SBBI 2009 Valuation Yearbook and the Duff & Phelps Risk Premium Report 2009, both of which report data through 2008. Other data presented herein also are displayed through 2008 for comparison purposes. E1C13 08/26/2010 Page 234 234 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 13.1 Returns in Excess of CAPM with S&P 500 Benchmark Term Returns in Excess of CAPM Estimation for Decile Portfolios of the NYSE/AMEX/ NASDAQ, 1926–2008 Size Premium (Return in Arithmetic Realized Return Estimated Excess of Mean in Excess of Return in Excess CAPM) Decile Beta Return Riskless Ratey of Riskless Ratez 1-Largest 2 3 4 5 6 7 8 9 10-Smallest Mid-Cap, 3–5 Low-Cap, 6–8 Micro-Cap, 9–10 0.91 1.03 1.10 1.12 1.16 1.18 1.24 1.30 1.35 1.41 1.12 1.22 1.36 10.75% 12.51% 13.06% 13.45% 14.23% 14.48% 14.84% 15.95% 16.62% 20.13% 13.37% 14.86% 17.72% 5.56% 7.31% 7.87% 8.25% 9.03% 9.28% 9.65% 10.76% 11.42% 14.93% 8.18% 9.66% 12.52% 5.91% 6.69% 7.13% 7.28% 7.49% 7.65% 8.03% 8.41% 8.71% 9.12% 7.24% 7.92% 8.79% 0.36% 0.62% 0.74% 0.97% 1.54% 1.63% 1.62% 2.35% 2.71% 5.81% 0.94% 1.74% 3.74% Betas are estimated from monthly portfolio total returns in excess of the 30-day U.S. Treasury bill total returns versus the S&P 500 total returns in excess of the 30-day U.S. Treasury bill, January 1926–December 2008. y Historical riskless rate is measured by the 83-year arithmetic mean income return component of 20-year U.S. government bonds (5.20%). z Calculated in the context of the CAPM by multiplying the equity risk premium by beta. The equity risk premium is estimated by the arithmetic mean total return of the S&P 500 (11.67%) minus the arithmetic mean income return component of 20-year government bonds (5.20%), 1926–2005. Source: Ibbotson Stocks, Bonds, Bills, and Inflation1 2009 Valuation Yearbook. Copyright # 2009 Morningstar, Inc. All rights reserved. Used with permission. (Morningstar, Inc. acquired Ibbotson Associates in 2006.) Calculated (or derived) based on CRSP1 data, # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. EXHIBIT 13.2 Size-Decile Portfolios of the NYSE/AMEX/NASDAQ, Largest Company and Its Market Capitalization by Decile Decile 1-Largest 2 3 4 5 6 7 Market Capitalization of Largest Company (in thousands) Company Name $465,651,938 18,503,467 7,360,271 4,225,152 2,785,538 1,848,961 1,197,133 Exxon Mobil Corp. Waste Mgmt Inc. Del Reliant Energy IMS Health Inc. Family Dollar Stores Inc. Bally Technologies Inc. Temple Inland Inc. E1C13 08/26/2010 Page 235 235 Size Effect EXHIBIT 13.2 (Continued) Decile Market Capitalization of Largest Company (in thousands) 8 9 10-Smallest 753,448 453,254 218,553 Company Name Kronos Worldwide Inc. SWS Group Inc. Beazer Homes USA Inc. Source: Ibbotson Stocks, Bonds, Bills, and Inflation1 2009 Valuation Yearbook. Copyright # 2009 Morningstar, Inc. All rights reserved. Used with permission. (Morningstar, Inc. acquired Ibbotson Associates in 2006.) Calculated (or derived) based on CRSP1 data, # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. EXHIBIT 13.3 Returns in Excess of CAPM with S&P 500 Benchmark Long-Term Returns in Excess of CAPM Estimation for Decile Portfolios of the NYSE/AMEX/ NASDAQ, with Annual Beta, 1926–2008 Realized Estimated Size Premium Arithmetic Return in Return in (Return in Mean Excess of Excess of Excess of Annual Return Riskless Ratey Riskless Ratez CAPM) Decile Beta 1-Largest 2 3 4 5 6 7 8 9 10-Smallest Mid-Cap, 3–5 Low-Cap, 6–8 Micro-Cap, 9–10 0.94 1.05 1.08 1.16 1.19 1.18 1.28 1.37 1.44 1.62 1.12 1.25 1.50 10.75% 12.51% 13.06% 13.45% 14.23% 14.48% 14.84% 15.95% 16.62% 20.13% 13.37% 14.86% 17.72% 5.56% 7.31% 7.87% 8.25% 9.03% 9.28% 9.65% 10.76% 11.42% 14.93% 8.18% 9.66% 12.52% 6.07% 6.67% 7.00% 7.50% 7.71% 7.64% 8.31% 8.89% 9.32% 10.50% 7.28% 8.10% 9.69% 0.51% 0.53% 0.86% 0.75% 1.32% 1.64% 1.33% 1.86% 2.10% 4.43% 0.90% 1.56% 2.83% Betas are estimated from monthly portfolio total returns in excess of the 30-day U.S. Treasury bill total returns versus the S&P 500 total returns in excess of the 30-day U.S. Treasury bill, January 1926–December 2008. y Historical riskless rate is measured by the 83-year arithmetic mean income return component of 20-year U.S. government bonds (5.20%). z Calculated in the context of the CAPM by multiplying the equity risk premium by beta. The equity risk premium is estimated by the arithmetic mean total return of the S&P 500 (11.67%) minus the arithmetic mean income return component of 20-year U.S. government bonds (5.20%) from 1926 to 2008. Source: Ibbotson Stocks, Bonds, Bills, and Inflation1 2009 Valuation Yearbook. Copyright # 2009 Morningstar, Inc. All rights reserved. Used with permission. (Morningstar, Inc. acquired Ibbotson Associates in 2006.) Calculated (or derived) based on CRSP1 data, # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. E1C13 08/26/2010 Page 236 236 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL From 1926 through 1981, Morningstar’s small-stock group was composed of stocks making up the fifth quintile (i.e., ninth and tenth deciles) of the NYSE, ranked by capitalization (price times number of shares outstanding). From 1982 forward, the small-stock return series has been the total return achieved by the Dimensional Fund Advisors (DFA) Small Company 9/10 (for 9th and 10th deciles) Fund. The fund is a market-value-weighted index of the 9th and 10th deciles of the NYSE, plus stocks listed on the AMEX and NASDAQ with the same or less capitalization than the upper bound of the NYSE 9th decile. The Morningstar data in the Ibbotson Stocks, Bonds, Bills, and Inflation (SBBI) Valuation Yearbook show, for all size categories, both total realized returns in excess of the risk-free rate and the size effect over and above CAPM (the latter having already accounted for beta, which tends to be higher for smaller stocks), so the data can be used either with a build-up method or with a CAPM method. Morningstar also shows the average arithmetic mean return for each size category and the arithmetic average return on the S&P 500 Index. Using Morningstar Data in the Build-up Method One can use the data to derive a small-company premium by subtracting the difference between the realized returns on small-company stocks and large-company stocks for use in the build-up method (a procedure that Morningstar used to suggest). This small-company premium is not beta adjusted. Exhibit 13.4 displays the small-stock premium, RPs, using data from 1926 to 2008 for the 10 deciles. The data can be used to estimate RPs in the build-up model, Formula 13.1, which is the same as Formula 7.1. EXHIBIT 13.4 Small-Company Premium Based on CRSP Decile Long-Term Total Returns for Decile Portfolios at NYSE/AMEX/NASDAQ, 12/1926–12/2008 Decile Total Returns for 80 Periods 1-Largest 2 3 4 5 6 7 8 9 10-Smallest S&P 500 CRSP NYSE Deciles 1–10 Geometric Mean (%) Arithmetic Mean (%) Standard Deviation (%) SmallCompany Premium (%) Arithmetic Mean/ Standard Dev. 8.9 10.07 10.44 10.35 10.91 10.89 10.83 11.02 11.10 12.47 9.62 9.50 10.75 12.51 13.06 13.45 14.23 14.48 14.84 15.95 16.62 20.13 11.67 11.46 19.48 22.33 23.89 26.13 26.90 27.59 29.82 34.44 36.70 44.95 20.57 20.05 0.92 0.84 1.39 1.78 2.56 2.81 3.17 4.28 4.95 8.46 0.552 0.560 0.547 0.515 0.529 0.525 0.498 0.463 0.453 0.448 0.567 0.572 Source: Compiled from CRSP1 data. Copyright # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. E1C13 08/26/2010 Page 237 237 Size Effect (Formula 13.1) EðRi Þ ¼ Rf þ RPm þ RPs RPu For example, if the subject company had a market capitalization that ranked it in the eighth decile, RPs ¼ 4.3% (rounded). In the build-up method, Morningstar now recommends starting with the return in excess of the return predicted by CAPM (size premium) and then adding (or subtracting) an industry adjustment (which Morningstar’s Ibbotson SBBI Valuation Yearbook presents for about 450 Standard Industrial Classification [SIC] codes) instead of using a small-company premium (non–beta adjusted). However, not all practitioners have endorsed this procedure. The following quote from Michael Mattson (a former managing director of Ibbotson & Associates) is typical of the dissenting opinions: I am not in total agreement with [Morningstar]’s contention that the only size premium to use is the one that is ‘‘beta adjusted.’’ The problem in the build-up approach is that we have no place for a beta, so the aspect of size that is captured by a higher beta—an additional 0.4 over the market beta of 1.0 for 10th decile stocks—is not captured anywhere. Using the full size premium, as opposed to the beta-adjusted one, assumes that the small company being valued has similar risk characteristics to the average 10th decile company—this may not be such a bad assumption for many of the smallest companies we value. Assuming that 10th decile companies are not in riskier industries than companies in the other size groupings, then their higher beta is due primarily to their size and the size effect is in both the beta and the premium over the CAPM line.2 Further, consistent with the discussion on the equity risk premium (Chapter 9), the arithmetic average realized small-company premium is simply a measurement of what happened in the past. Some people interpret it as an indication of what might be expected in the future. Again, as in the discussion of the equity risk premium, one must choose the appropriate period to include in the sample years, and the sample years should represent current expectations of investors. If we examine the data in Exhibit 13.4 for the 10th decile, we see that the standard deviation of returns is approximately 45%, and the small-company premium is 8.4% (for 1926–2008). But looking at a shorter period, say, the last 50 years in Exhibit 13.5 (1959 to 2008), we see that the standard deviation of returns for the 10th decile is approximately 32%, and the small-company premium is only 4.7%. The arithmetic average realized return and the standard deviation of realized returns for the 10th decile and the derived small-company premiums for varying periods are displayed in Exhibit 13.6. As in the discussion on the equity risk premium, the realized returns from periods before the mid-1950s appear to bias upward the results of using any average for 2 Shannon P. Pratt, Cost of Capital: Estimation and Applications, 2nd ed. (Hoboken, NJ: John Wiley & Sons, 2002), 183. E1C13 08/26/2010 Page 238 238 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 13.5 Small-Company Premium Based on CRSP Decile Long-Term Total Returns for Decile Portfolios at NYSE/AMEX/Nasdaq, 12/1958–12/2008 Decile Total Returns for 50 Periods Geometric Mean (%) Arithmetic Mean (%) Standard Deviation (%) SmallCompany Premium (%) Arithmetic Mean/ Standard Dev. 8.63 9.81 10.85 10.64 10.90 11.44 10.83 11.62 10.64 10.93 9.18 9.24 10.09 11.39 12.57 12.59 12.97 13.86 13.45 14.62 13.98 15.35 10.62 10.75 17.39 17.95 18.98 20.42 21.15 22.81 23.82 26.10 27.52 32.27 17.20 17.63 0.53 0.77 1.95 1.97 2.35 3.24 2.83 4.00 3.36 4.73 0.580 0.635 0.662 0.617 0.613 0.608 0.565 0.560 0.508 0.476 0.617 0.610 1-Largest 2 3 4 5 6 7 8 9 10-Smallest S&P 500 CRSP NYSE Deciles 1–10 Source: Compiled from CRSP1 data. Copyright # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. the entire post-1925 period. The standard deviations of small-stock returns in recent periods are consistently smaller than they were in the earlier period. These results point to the conclusion that a realistic, current small-company premium is in the range of 2% to 5%, and not 8þ%, for companies that would fall in the 10th decile where size is measured by market capitalization. This conclusion parallels the earlier conclusion that using realized risk premiums for the entire post-1925 period as an estimate of the current equity risk premium results in an unrealistically high result relative to current expectations. EXHIBIT 13.6 Small-Company Premium Based on CRSP Decile Long-Term Total Returns for the 10th-Decile Portfolios at NYSE/AMEX/NASDAQ for Various Time Periods Period 1989–2008 1979–2008 1969–2008 1959–2008 1926–2008 Years Arithmetic Mean (%) Standard Deviation (%) Small-Stock Premium (%) Arithmetic Mean/ Standard Dev. 20 30 40 50 83 13.13 14.06 12.55 15.35 20.13 30.37 27.34 30.24 32.27 44.95 2.78 1.53 1.95 4.73 8.46 0.432 0.514 0.415 0.476 0.448 Source: Compiled from CRSP1 data. Copyright # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. E1C13 08/26/2010 Page 239 239 Size Effect Using Morningstar Data in the CAPM Method In using the data with a CAPM model, one would use the size premium over the CAPM-indicated equity risk premium, recognizing that the beta has captured some of the size effect. The size premium is also called the beta-adjusted size premium. The size premium is an empirically observed correction to the CAPM. For the CAPM, there would be no further adjustment (except for a possible company-specific adjustment), because beta presumably would reflect any industry effects. We get Formula 13.2, which is the same as Formula 8.5: (Formula 13.2) EðRi Þ ¼ Rf þ BðRPm Þ þ RPs RPu Using the data in Exhibit 13.1 or Exhibit 13.3, and assuming that the subject company was ranked in the eighth decile by market capitalization, we would get: RPs ¼ 2:4% ðfrom Exhibit 13:1; roundedÞ or RPs ¼ 1:9% ðfrom Exhibit 13:3; roundedÞ As previously mentioned, in the build-up method, the applicable procedure is less clear-cut. But Morningstar now recommends starting with the return in excess of CAPM for both the build-up and CAPM methods. Does one adjust the Morningstar size premium data if one estimates the equity risk premium to be smaller than the realized risk premium using data from 1926 through the most recent year? For example, assume the valuation date is December 31, 2008, and one concludes that the most reasonable estimate of the ERP is less than the arithmetic average of the realized risk premiums for the period 1926 to 2008: 6.5% (total return on the S&P 500 [11.67%] minus income return component on long-term government bonds [5.20%]).3 One concludes that those realized risk premiums were influenced by economic factors not expected to recur (e.g., decrease in the cost of equity over time as income tax rates decreased), and the arithmetic average is too high an estimate of the current ERP. Based on that analysis, one decides to use the estimate of the ERP equal to Morningstar’s supply-side estimate (5.7% arithmetic average for the period 1926 to 2008) as one’s estimated ERP.4 One multiplies the ERP by beta and then adds the size premium. One commentator has suggested that in such an example, the Morningstar size premiums (premiums in excess of that predicted by the CAPM) should be increased by the difference between the historical realized risk premium and the supply-side risk premium (6.5% minus 5.7% in this example). This is not correct. If one believes that economic factors not expected to recur caused the returns on the broad market to be higher than one would have expected, then the returns of stocks comprising all deciles were probably influenced by the same factors. Further discussion of the use of the Morningstar small-stock data is included in Chapter 20. 3 Arithmetic average of realized risk premiums for 83 years (1926–2008). SBBI 2009 Valuation Yearbook (Chicago: Morningstar, 2009), 94. 4 Supply-side equity risk premium (arithmetic average) (1926–2008), Tables 5–6; SBBI 2009 Valuation Yearbook (Chicago: Morningstar, 2009), 69. E1C13 08/26/2010 Page 240 240 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL DUFF & PHELPS STUDIES Beginning in 1990, Roger Grabowski began closely studying the returns by size of companies as reported in the SBBI Yearbooks. He was interested in understanding whether the stock market recognized the differences in risk of different size companies where size was measured by alternative accounting or fundamental measures instead of only by market price of the company stock (as it is in the SBBI Yearbooks for the 10 deciles). Grabowski, working with his then colleague David King, engaged CRSP to build a database combining stock prices, number of shares, and dividend data by company from the CRSP database with accounting and other data from the Standard & Poor’s Compustat database and designed software to analyze the data. Thereafter, they published a series of articles reporting their findings.5 The Duff & Phelps Risk Premium Report—Size Study annually updates this research.6 What Is ‘‘Size’’? Traditionally, researchers have used market value of equity as a measure of size in conducting historical rate of return research. For instance, this is the basis of the small-company return series published in the SBBI Yearbooks. But there are various reasons for seeking alternative measures of size. First, it has been pointed out in the financial literature that researchers may unwittingly introduce a bias when ranking companies by ‘‘market value.’’7 Market value of a company’s equity is not just a function of size; it is also a function of the discount rate. Therefore, some companies will not be risky because they are small, but instead will be small (low market value of equity) because they are risky (high discount rate). Choosing a measure of size other than market value of equity helps isolate the effects that are purely due to small size. Also, the market value of equity is an imperfect measure of the size of a company’s operations. Companies with large sales or operating income may have a small market value of equity if they are highly leveraged. The use of fundamental accounting measures of size (such as assets or net income) may have the practical applied benefit of removing the need to make a guesstimate of size when determining a discount rate. For example, such data eliminate certain circularities that may arise in applying market value of equity size-based adjustments (i.e., where size is measured by market value of equity and one needs to 5 David King, CFA, is National Technical Director of Valuation Services at Mesirow Financial Consulting, LLC. The research began when both he and Roger Grabowski were at Price Waterhouse, predecessor firm to PricewaterhouseCoopers. 6 This section is adapted from the Duff & Phelps Risk Premium Report 2009. Used with permission. The Risk Premium Report was published as the Standard & Poor’s Corporate Value Consulting Risk Premium Report for reports from 2002 to 2004 and as the PricewaterhouseCoopers Risk Premium Reports and Price Waterhouse Risk Premium Reports for years before 2002. 7 Jonathan B. Berk, ‘‘A Critique of Size Related Anomalies,’’ Review of Financial Studies 8(2) (Summer 1995): 275–286. E1C13 08/26/2010 Page 241 Size Effect 241 know size to choose the adjustment) to a discount rate for determining the market value of a nonpublic business. Because Grabowski and King were interested in understanding how the stock market prices the risk of established companies based on their size, the Duff & Phelps studies are limited to companies with a track record of profitable performance. The company selection process is designed to parallel the process used in selecting guideline public companies when an analyst determines guideline public companies in applying the market approach. For example, assume that the analyst identifies 10 possible guideline public companies that are in the same SIC code as the subject profitable company. One criterion for selecting among the guideline public companies is to include only profitable companies. That same selection criterion was used in developing the database for the Duff & Phelps studies. The Duff & Phelps studies measure size using eight alternative measures of company size, including fundamental accounting characteristics such as sales and book value. The data show a clear inverse relationship between size and historical rates of return and realized premiums. Description of the Data The Duff & Phelps studies make use of the CRSP database, together with Standard & Poor’s Compustat database. This causes the population of companies considered to be limited to firms that are covered by both databases. The Duff & Phelps studies exclude American Depository Receipts (ADRs), nonoperating holding companies, and financial services companies (Standard Industrial Classification [SIC] code ¼ 6).8 The Duff & Phelps studies report historical returns for the period 1963 (inception of the Compustat database) through the current year-end.9 For each year covered, the Duff & Phelps studies consider only financial data for the fiscal year ending no later than September of the previous year. For example, in allocating a company to a portfolio to calculate realized returns for calendar year 1995, they consider financial data through the latest fiscal year ending September 1994 or earlier (depending on when the company’s fiscal year ended). In this way, the study ensures that returns in any year are calculated for companies for which all information was known before the year 1995 began. For example, companies included in 1963 are screened by looking at data for the latest fiscal year ending September 1962 (or earlier) and the prior four fiscal years; companies included for 1964 are screened looking at data for the latest fiscal year ending September 1963 (or earlier) and the prior four fiscal years; and so on. 8 Some of the financial data used in the Duff & Phelps studies are difficult to apply to many companies in the financial sector (e.g., ‘‘sales’’ at a commercial bank), and financial institutions support a much higher ratio of debt to equity than is normal in other industries. Also, companies in the financial services sector were poorly represented during the early years of the Compustat database. 9 Compustat data are available for some companies going back into the 1950s, but these earlier data are only back histories for companies that were added to Compustat in 1963 or later. Grabowski and King begin with 1963 data to avoid the obvious selection bias that would otherwise result. E1C13 08/26/2010 Page 242 242 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL For each year since 1963, the universe of companies excludes companies lacking five years of publicly traded price history (i.e., companies with recent initial public offerings), companies with sales below $1 million in any of the previous five fiscal years (i.e., start-up companies), and companies with a negative five-year-average EBITDA (earnings before interest, taxes, depreciation, and amortization) for the previous five fiscal years (unprofitable companies). Companies that meet these criteria and therefore are included in the base dataset have been traded for several years, have been selling at least a minimal quantity of product, and have achieved some degree of positive cash flow from operations. This screening was a response to the argument that the small-cap universe may include a disproportionate number of recent initial public offerings, high-technology companies, and start-up companies, and that these unseasoned companies may be inherently riskier than companies with a track record of viable performance. The number of companies eliminated by these criteria varies from year to year. Once the companies just described were eliminated, companies with any one of these characteristics were excluded from the base set of companies: & & & & & Identified by Compustat as in bankruptcy or in liquidation With five-year-average net income available to common equity for the previous five years less than zero (either in absolute terms or as a percentage of the book value of common equity) With five-year-average operating income for the previous five years (defined as sales minus [cost of goods sold plus selling, general, and administrative expenses plus depreciation expense]) less than zero (either in absolute terms or as a percentage of net sales) With negative book value of equity at any of the previous five fiscal year-ends With debt to total capital of more than 80% (with ‘‘debt’’ measured as preferred stock at carrying value plus long-term debt, including current portion, and notes payable in book value terms and with total capital measured as book value of debt plus market value of equity) These companies are considered the high-financial-risk companies that are discussed further in Chapter 16. Segregating such high-financial-risk companies isolates the effects of high financial risk. Otherwise, the results might be biased for smaller companies to the extent that highly leveraged and financially distressed companies tend to have both high returns and low market values. It is possible to imagine financially distressed (or highly risky) companies that lack any of the listed characteristics. It is also easy to imagine companies that have one of these characteristics but that would not be considered financially distressed. The high-financial-risk companies are largely companies whose financial condition is significantly inferior to the average, financially healthy public company. The exclusion of companies based on historical financial performance does not imply any unusual foresight on the part of investors in these portfolios. In forming portfolios to calculate returns for a given year, companies are excluded on the basis of performance during previous years (e.g., average net income for the five prior fiscal years) rather than current or future years. E1C13 08/26/2010 Page 243 Size Effect 243 The Duff & Phelps studies exclude or segregate certain types of companies on the basis of past financial performance in response to arguments that the inclusion of such companies might introduce a bias in favor of the size effect to the extent that such companies tend to have low market values. A critic unfamiliar with this history might question whether we are introducing a bias by excluding such companies.10 Again, the procedures parallel procedures used in applying the guideline publicly traded company method of valuation. Assume one is valuing a profitable company. First one screens all potential guideline companies, say, by SIC code; then one reviews the financial and operating data of the potential guideline companies and excludes those companies that may be unprofitable; and so on. The financial data used in this screening include only the data that were known or knowable as of the valuation date (equivalent in this case to the beginning of the year for which the return is calculated). One then develops multiples for companies that best compare to the financial and operating data of the subject company. The screens used in the Duff & Phelps studies are similar to the screening one uses in determining appropriate guideline public companies. Ranking Companies by Size For the companies remaining in the base dataset, the Duff & Phelps Size Study forms portfolios of securities based on relative size. Since NASDAQ and AMEX companies are generally small relative to NYSE companies, their addition to the dataset produces portfolios that are more heavily populated by small-cap stocks. The portfolios are rebalanced annually; that is, the companies are reranked and sorted at the beginning of each year. Portfolio rates of return were calculated using an equal-weighted average of the companies in the portfolio (to understand the returns of the median or typical company included in each portfolio). Correcting for ‘‘Delisting Bias’’ An article by Tyler Shumway provided evidence that the CRSP database omits delisting returns for a large number of companies.11 These returns are missing for the month in which a company is delisted from an exchange. Shumway collected data for a large number of companies that had been delisted for performance reasons (such as bankruptcy or insufficient capital). He found that investors incurred an average loss of about 30% after delisting. He further showed that delisting for nonperformance reasons (such as mergers or changes of exchange) tended to have a neutral impact in the month that the delisting occurred. Skeptics of the small-stock phenomenon often dismiss these results, holding that the returns of the small companies are biased high because that group of companies is most influenced by this overestimate of the realized returns. The Duff & Phelps studies incorporate the Shumway evidence into their rate of return calculations. In calculating rates of return, they impute a 30% loss in the month of delisting in all cases in which CRSP identified the reason for delisting as performance related and in all cases in which the reason for delisting was unknown. 10 Grabowski and King report that they ran alternative analyses in which no company was excluded or segregated on the basis of past history (i.e., using all available nonfinancial companies), and the results are similar to those reported in the Risk Premium Report. 11 Tyler Shumway, ‘‘The Delisting Bias in CRSP Data,’’ Journal of Finance (March 1997): 327–340. E1C13 08/26/2010 Page 244 244 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Eight Measures of Size, 25 Size Categories The Size Study presents average realized risk premiums for the period 1963 through the most recent year-end. As discussed in Chapter 9, a longer-run average realized risk premium often is used as an indicator of the expected equity risk premium of a typical investor. To calculate realized risk premiums, the Size Study first calculates an average rate of return for each portfolio over our sample period. Returns are based on dividend income plus capital appreciation and represent returns after corporate-level income taxes (but before owner-level taxes). Then the average income return earned on long-term U.S. government bonds over the same period (using SBBI data) is subtracted to arrive at an average realized risk premium. The eight Size Study exhibits for use in the build-up model are: Measures of Equity Size 1. Market value of common equity 2. Book value of common equity 3. Five-year average net income before extraordinary items for previous five fiscal years Measures of Company Size 1. 2. 3. 4. 5. Market value of invested capital (MVIC) Total assets (as reported on the balance sheet) Five-year average EBITDA for the previous five fiscal years Sales Number of employees The exhibits of the Size Study include these statistics for each of 25 size categories: & & & & & & & & & & Average of the size measure (e.g., average number of employees) for the latest year Log (base-10) of the median of the size measure Number of companies in each portfolio in the latest year Beta estimate relative to the S&P 500 calculated using the sum beta method applied to monthly returns for 1963 through the latest year Standard deviation of annual realized equity returns for each portfolio since 1963 Geometric average realized equity return for each portfolio since 1963 Arithmetic average realized equity return for each portfolio since 1963 Arithmetic average realized risk premium (realized equity return over long-term government bonds) since 1963 (labeled ‘‘arithmetic risk premium’’) ‘‘Smoothed’’ average realized risk premium (i.e., the fitted premium from a regression with the average realized risk premium as the dependent variable and the logarithm of the size measure as the independent variable) (labeled ‘‘smoothed average risk premium’’) Average carrying value of the sum of preferred stock plus long-term debt (including current portion) plus notes payable (‘‘debt’’) as a percent of MVIC since 1963 (labeled ‘‘average debt/MVIC’’) E1C13 08/26/2010 Page 245 245 Size Effect The Size Study presents the coefficients and other statistics from the regression analysis of the average realized risk premiums (the regression results in the smoothed average realized risk premiums). We have included two of their Size Study exhibits for use in the build-up method: Exhibit 13.7, in which size is measured by market value of common equity, and Exhibit 13.8, in which size is measured by book value of common equity (exhibits reproduced herein are for years ending 2008). Each of eight Size Study exhibits for use in the build-up method displays one line of data for each of the 25 size-ranked categories or portfolios, plus a separate line for the high-financial-risk portfolio. Observations on the Data By whatever measure of size they use, the result is a clear inverse relationship between size and historical risk premiums. When we sort by a size measure other than market value, the relationship is slightly flattened. The average realized risk premiums for the smallest companies are generally lower when we sort by criteria other than market value. For the 25 size-ranked portfolios with an arithmetic equity risk premium in excess of the average realized market premium (3.84% for 1963 through 2008 from the SBBI series for large companies), the premium incorporates a non–beta-adjusted size premium. The historic average debt to MVIC ratio is approximately 30% for most size categories for all of the sorting criteria. This suggests that differences in leverage do not explain the small-company effect in the data for these years. The 25 portfolios of the Size Study exclude companies with high leverage, categorized as the high-financial-risk companies. The leverage in the high-financial-risk portfolio is significantly greater than that of any of the other portfolios. The return data for the high-financial-risk companies are reported in separate exhibits and discussed in Chapter 17. Beginning with the Risk Premium Report 2010, the single-line high-financial-risk portfolio returns will not be displayed in the exhibits with the Size Study 25 portfolios. Using the Duff & Phelps Risk Premium Report— Size Study in the Build-up Method As an alternative to the Formula 13.1 for the build-up method, EðRi Þ ¼ Rf þ RPm þ RPs RPu , where we add a general equity risk premium for the ‘‘market’’ (equity risk premium) and a risk premium for small size to the risk-free rate, we can use the Size Study to develop a risk premium for the subject company that measures risk in terms of the total effect of market risk and size. The formula then is modified to be: (Formula 13.3) EðRi Þ ¼ Rf þ RPmþs RPu where: E(Ri) ¼ Expected (market required) rate of return on security i Rf ¼ Rate of return available on a risk-free security as of the valuation date RPmþs ¼ Risk premium for the ‘‘market’’ plus risk premium for size RPu ¼ Risk premium attributable to the specific company or to the industry 08/26/2010 EXHIBIT 13.7 Duff & Phelps Size Study (market value of common equity) Source: 200902 CRSP1, Center for Research in Security Prices. University of Chicago Booth School of Business. Used with permission. All rights reserved. www.crsp.chicagobooth.edu. Calculations by Duff & Phelps LLC. # Duff & Phelps, LLC. E1C13 Page 246 246 Source: 200902 CRSP1, Center for Research in Security Prices. University of Chicago Booth School of Business. Used with permission. All rights reserved. www.crsp.chicagobooth.edu. Calculations by Duff & Phelps LLC. # Duff & Phelps, LLC. 08/26/2010 EXHIBIT 13.8 Duff & Phelps Size Study (book value of common equity) E1C13 Page 247 247 E1C13 08/26/2010 Page 248 248 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL The Size Study sorts companies by size, breaking the NYSE universe of companies into 25 size-ranked categories or portfolios and adding AMEX and NASDAQ listed companies to each category based on their respective size measures. Examples These data can be used as an aid in formulating estimated required rates of return using objective measures of the size for a subject company. The realized risk premiums reported in the eight exhibits have not been adjusted to remove beta risk. Therefore, they should not be multiplied by a CAPM beta or otherwise included in a CAPM analysis. If one is estimating the cost of equity capital for a public company, one can determine all eight measures of size and estimate an appropriate risk premium based on all eight. If one is estimating the cost of equity for a closely held entity, one can use six measures of size (ignoring the measures of size based on the market value of common equity and the MVIC) and estimate an appropriate risk measure based on the six fundamental accounting measures of size. A straightforward method of arriving at a discount rate using the build-up method with the data presented in eight exhibits is to derive RPmþs for use in Formula 13.3. The premiums, RPmþs , incorporate both the ERP and the size premium. One could match the sales or total assets of the subject company with the portfolios composed of companies of similar size. The smoothed realized premiums of these portfolios can then be added to the yield on long-term U.S. government bonds as of the valuation date to obtain benchmarks for the cost of equity capital. Assume the subject public company has these characteristics: Market value of common equity Book value of common equity 5-year average net income Debt Market value of invested capital Total assets 5-year average EBITDA Sales Number of employees $120 million $100 million $10 million $60 million $180 million $300 million $30 million $250 million 200 The simplest approach is to use the eight exhibits (such as in Exhibit 13.7) and, for each of the eight size categories, locate the portfolio whose size is most similar to the subject company. For each guideline portfolio, the column labeled ‘‘Smoothed Average Equity Risk Premium’’ gives an indicated historical realized premium over the risk-free rate, RPmþs . Exhibit 13.9 shows the premiums indicated for our subject company. In deriving the average realized risk premiums reported in the exhibits, the Duff & Phelps studies use the SBBI income return on long-term U.S. government bonds as their measure of the historical risk-free rate; therefore, a 20-year U.S. government bond yield is the most appropriate measure of the risk-free rate for use with the reported premiums in developing an indicated cost of equity capital. If one’s estimate of the ERP for the S&P 500 on a forward-looking basis were materially different from the average historical realized premium since 1963, it may be reasonable to assume that the other historical portfolio returns reported here E1C13 08/26/2010 Page 249 249 Size Effect EXHIBIT 13.9 Size-Adjusted Risk Premiums over Risk-free Rate: Using Guideline Portfolios Company Size Market Value of Equity Book Value of Equity 5-Year Average Net Income Market Value of Invested Capital Total Assets 5-Year Average EBITDA Sales Number of Employees Mean Premium over Risk-free Rate, RPmþs Median Premium over Risk-free Rate, RPmþs (1) $120 mil. $100 mil. $10 mil. $180 mil. $300 mil. $30 mil. $250 mil. 200 Exhibit 13.7 13.8 (1) (1) (1) (1) (1) (1) Guideline Portfolio 25 25 24 25 24 24 24 25 RPmþs 12.4% 10.9% 10.5% 12.0% 10.0% 10.2% 9.6% 10.6% 10.8% 10.6% From additional exhibits provided in the Risk Premium Report. Source: Duff & Phelps Risk Premium Report 2009, Copyright # 2009. Used with permission. All rights reserved. would differ on a forward-looking basis by approximately a similar differential. For example, at the end of 2008, the average realized premium since 1963 for large company stocks equaled 3.84% (see the bottom of Exhibit 13.7). This is the historic market risk premium, RPm, inherent in the Size Study exhibits for use in the buildup method as of that date. The risk premiums displayed in the Size Study exhibits for the build-up method equal RPmþs , as shown in Formula 13.3 (RPm plus RPs). Assume that one’s estimate of the ERP at the end of 2008 is equal to 6%. That difference (2.2% ¼ 6% minus 3.84%) can be added to the average risk premium, RPmþs , for the portfolio (observed or ‘‘smoothed’’) that matches the size of the subject company to arrive at an adjusted forward-looking risk premium for the subject company (matching one’s forward-looking ERP estimate). Then this forward-looking risk premium can be added to the risk-free rate as of the valuation date to estimate an appropriate cost of equity capital for the subject company. Assume that the risk-free rate as of the valuation date equals 4.5%. The premiums would indicate the cost of equity capital ranging from 16.3% (4.5% risk-free rate plus 9.6% risk premium from Exhibit 13.10 plus 2.2% adjustment for ERP estimate) to 19.1% (4.5% risk-free rate plus 12.4% risk premium from Exhibit 13.10 plus 2.2% adjustment for ERP estimate), with a median of 17.3% (4.5% risk-free rate plus 10.6% median risk premium from Exhibit 13.10 plus 2.2% adjustment for ERP estimate). This estimate of the cost of equity capital is before consideration of RPu, the risk premium attributable to the specific company or to the industry. As an alternative, one can estimate premiums using the regression equations that underlie the smoothed premium calculations. To estimate a premium, one multiplies the logarithm (log base-10) of the size measure by the slope coefficient and adds the constant term, as described. In practice, this approach generally produces results that are very similar to those of the guideline portfolio approach presented earlier (unless we are extrapolating to a company that is much smaller than the average size for the 25th portfolio). E1C13 08/26/2010 Page 250 250 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 13.10 Size-Adjusted Risk Premiums over Risk-free Rate: Using Regression Equations Market Value of Equity Book Value of Equity 5-Year Average Net Income Market Value of Invested Capital Total Assets 5-Year Average EBITDA Sales Number of Employees Mean Premium over Risk-free Rate, RPmþs Median Premium over Risk-free Rate, RPmþs (1) Company Size Exhibit Constant Term Slope Term log (Size) RPmþs $120 mil. 13.7 19.601% 3.542% 2.079 12.2% $100 mil. $10 mil. 13.8 15.965% (1) (1) 2.863% 2.000 1.000 10.2% 10.5% $180 mil. (1) (1) (1) 2.2255 11.7% $300 mil. $30 mil. (1) (1) (1) (1) (1) (1) 2.477 1.477 10.2% 10.4% $250 mil. 200 (1) (1) (1) (1) (1) (1) 2.398 2.301 9.8% 10.8% 10.7% (1) 10.4% From additional exhibits provided in the Risk Premium Report. Source: Duff & Phelps Risk Premium Report 2009, Copyright # 2009. Used with permission. All rights reserved. Exhibit 13.10 illustrates use of the regression equations from Exhibits 13.7 and 13.8 for our example subject company. Practical Application of the Data The smoothed average realized risk premium is the most appropriate indicator for most of the portfolio groups. At the largest size and smallest size ends of the range, the average realized risk premiums tend to jump off the smoothed line, particularly for the portfolios ranked by size as measured by market value (market value of equity and market value of invested capital). For the largest companies (the first portfolio), the observed historical relationship flattens out, and the smoothed premium may be an inappropriate indicator. Note, however, that a pronounced jump exists in the premium in the smallest 4% of companies.12 Sometimes one must estimate the required rate of return for a company that is significantly smaller than the average size of even the smallest of the 25 portfolios. In 12 This fact is of interest to many business valuators, since this jump occurs in a size category in which, as a practical matter, many more valuation assignments are performed. For seven of the eight size measures, the actual premium for the smallest group was greater than the smoothed premium, generally by a considerable margin. For the smallest companies (portfolio 25), the smoothed average premium is likely the more conservative indicator of the size premium and provides a basis for extrapolation. E1C13 08/26/2010 Page 251 251 Size Effect such cases, it may be appropriate to extrapolate the smoothed average premium to smaller sizes using the slope and constant terms from the regression relationships that we use in deriving the smoothed premiums. In so doing, we must be careful to remember that the logarithmic relationship is base-10 and that the financial size data are in millions of dollars, such that the log of $10 million is log(10), not log (10,000,000). Also, as a general rule, one should be cautious about extrapolating a statistical relationship far beyond the range of the data used in the statistical analysis. We are most comfortable with extrapolations for companies with size characteristics that are within the range of companies comprising the 25th portfolio (as reported in the Risk Premium Report). For example, the smallest company reported (the 4th percentile of companies) in the 25th portfolio of Exhibit 13.8 has a book value equal to $9.104 million.13 We discuss the size of the companies included in the 25th portfolio in Chapter 14. In any extrapolation, one may find that the size of the subject company is equal to or greater than the smallest size of the companies included in the 25th portfolio (e.g., sales) and smaller when ranking by other size measures (e.g., fiveyear average income). One can then include the size measure for sales, for example, and exclude the size measure for five-year average net income. One should not use those size measures for which the subject company’s size is equal to zero or negative. A brief example will illustrate the use of the regression equations in estimating an equity risk premium. Assume a company has book value of $50 million. If we insert this figure into the regression relationship reported in Exhibit 13.8, we obtain the following estimate of RPmþs : Smoothed Premium ¼ 15:965% 2:863% log ð50Þ ¼ 15:965% 2:863% ð1:699Þ ¼ 11:10% Use of a portfolio’s average realized rate of return to calculate a cost of equity capital is based (in part) on the implicit assumption that the risks of the subject company are quantitatively similar to the risks of the average company in the subject portfolio. If the risks of the subject company differ materially from the average company in the subject portfolio, then an appropriate discount rate may be lower (or higher) than a return derived from the average realized risk premium for a given portfolio. We have included two of the exhibits displaying various risk measures for each portfolio. Exhibit 13.11 displays various risk measures for portfolios where companies were ranked by size by market value of equity, and Exhibit 13.12 displays various risk measures for portfolios where companies were ranked by size by book value of equity. These exhibits can be useful in identifying material differences between the expected returns of a subject company of a given size and the characteristics of the companies comprising the portfolio. 13 See, e.g., Alfred Zeiler, ‘‘Can Duff & Phelps Be Applied to the Very Small Company,’’ Business Appraisal Practice (2nd Quarter 2009): 7–17; Paul French and Jason Rae, ‘‘The Litigating Valuation Analyst and the Duff and Phelps Risk Premium Report Size Study,’’ National Litigation Consultants’ Review 9(2) (August 2009): 7–13. 252 3.26 1,347 111 331 515 697 838 977 1,172 2.04 2.52 2.71 2.84 2.92 2.99 3.07 3.13 3.19 1,808 1,558 3.32 3.37 3.43 3.47 3.53 3.60 3.68 3.75 3.85 3.97 4.09 4.21 4.33 4.56 5.11 Log of Size 2,086 2,346 2,675 2,933 3,418 3,948 4,775 5,597 7,150 9,399 12,369 16,126 21,569 36,587 127,995 Average Mkt Value ($mils.) 354 146 117 81 54 69 51 54 51 51 51 47 40 37 44 43 41 40 37 41 36 35 35 34 40 Number of Firms 14.6% 10.7% 10.0% 8.7% 10.2% 9.1% 8.1% 8.4% 9.5% 8.2% 6.5% 7.8% 6.6% 5.7% 7.8% 5.7% 7.1% 5.4% 6.3% 5.6% 4.3% 4.6% 3.1% 4.2% 3.9% Average Risk Premium 29.41% 26.47% 26.14% 26.11% 26.38% 25.28% 24.91% 24.68% 24.06% 24.32% 25.14% 24.53% 24.10% 24.08% 22.99% 24.40% 23.52% 24.03% 25.13% 24.37% 24.47% 23.85% 22.87% 21.09% 14.76% Average Debt to MVIC 41.7% 36.0% 35.4% 35.3% 35.8% 33.8% 33.2% 32.8% 31.7% 32.1% 33.6% 32.5% 31.8% 31.7% 29.8% 32.3% 30.8% 31.6% 33.6% 32.2% 32.4% 31.3% 29.7% 26.7% 17.3% Average Debt to Market Value of Equity 10.3% 7.9% 7.4% 6.4% 7.5% 6.8% 6.1% 6.3% 7.2% 6.2% 4.9% 5.9% 5.0% 4.3% 6.0% 4.3% 5.4% 4.1% 4.7% 4.2% 3.3% 3.5% 2.4% 3.3% 3.3% Average Unlevered Risk Premium 1.29 1.27 1.23 1.26 1.25 1.26 1.20 1.19 1.19 1.15 1.16 1.12 1.09 1.12 1.15 1.07 1.11 1.04 1.03 1.04 0.97 0.98 0.97 0.92 0.86 Beta (Sum Beta) Since ’63 0.97 0.99 0.96 0.98 0.97 0.99 0.95 0.95 0.95 0.92 0.92 0.90 0.88 0.90 0.93 0.86 0.89 0.84 0.82 0.83 0.78 0.79 0.79 0.77 0.76 Average Unlevered Beta 6.1% 7.7% 8.0% 8.4% 8.7% 9.1% 9.6% 9.7% 10.3% 11.0% 11.2% 10.9% 11.3% 12.2% 12.4% 11.8% 12.5% 13.0% 12.8% 13.1% 12.4% 13.0% 13.1% 13.3% 15.8% Average Operating Margin 41.8% 29.5% 26.9% 25.3% 22.8% 23.5% 20.7% 20.0% 18.2% 16.7% 17.2% 15.7% 15.4% 14.6% 14.8% 14.7% 14.1% 13.2% 14.1% 13.0% 13.2% 12.1% 11.1% 10.8% 9.7% Average CV (Operating Margin) 56.2% 38.6% 35.0% 34.1% 30.7% 31.2% 26.9% 26.7% 25.3% 24.4% 23.8% 22.0% 21.9% 20.7% 21.8% 22.8% 21.3% 21.8% 21.4% 19.4% 21.0% 20.5% 18.4% 19.1% 15.1% Average CV (ROE) Source: Compiled from data from the Center for Research in Security Prices. # 2009 CRSP1, Center for Research in Security Prices. University of Chicago Booth School of Business. Used with permission. All rights reserved. www.crsp.chicagobooth.edu. Calculations by Duff & Phelps LLC. CV(X) ¼ Standard deviation of X divided by mean of X, calculated over 5 fiscal years. 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 Portfolio Rank by Size Portfolio Statistics for 1963–2008 08/26/2010 Portfolio Statistics for 2008 Companies Ranked by Market Value of Equity: Comparative Risk Characteristics Data for Year Ending December 31, 2008 EXHIBIT 13.11 Duff & Phelps Study: Comparative Risk Statistics E1C13 Page 252 60 162 235 312 382 430 482 553 840 736 825 923 1,029 1,157 1,368 1,551 1,739 2,016 2,447 3,055 4,184 5,622 7,877 11,465 37,502 Average Book Value ($mils.) 1.77 2.21 2.37 2.49 2.58 2.63 2.68 2.74 2.81 2.87 2.92 2.97 3.01 3.06 3.14 3.19 3.24 3.30 3.39 3.49 3.62 3.75 3.90 4.06 4.57 Log of Size 391 394 142 112 84 61 56 45 59 49 46 44 42 45 44 36 35 39 38 33 36 33 35 34 38 Number of Firms 12.0% 11.1% 8.5% 9.1% 9.3% 9.6% 6.9% 7.6% 7.0% 7.4% 8.1% 8.0% 7.3% 7.3% 5.5% 6.1% 6.7% 5.6% 5.6% 5.0% 5.5% 4.8% 6.4% 4.6% 4.3% Average Risk Premium 25.71% 25.67% 25.53% 24.70% 25.42% 26.05% 26.53% 25.11% 24.26% 25.73% 24.82% 25.32% 25.90% 27.11% 26.88% 26.43% 25.49% 25.81% 26.21% 27.39% 27.52% 29.87% 30.55% 29.42% 24.52% Average Debt to MVIC 34.6% 34.5% 34.3% 32.8% 34.1% 35.2% 36.1% 33.5% 32.0% 34.6% 33.0% 33.9% 34.9% 37.2% 36.8% 35.9% 34.2% 34.8% 35.5% 37.7% 38.0% 42.6% 44.0% 41.7% 32.5% Average Debt to Market Value of Equity 253 8.9% 8.2% 6.3% 6.8% 6.9% 7.1% 5.0% 5.7% 5.3% 5.5% 6.1% 6.0% 5.4% 5.4% 4.0% 4.5% 5.0% 4.2% 4.1% 3.6% 4.0% 3.4% 4.5% 3.2% 3.3% Average Unlevered Risk Premium 1.30 1.26 1.24 1.21 1.21 1.23 1.20 1.18 1.18 1.17 1.10 1.11 1.09 1.06 1.07 1.07 1.05 1.08 1.04 1.01 1.01 0.92 0.90 0.85 0.81 Beta (Sum Beta) Since ’63 1.02 0.99 0.97 0.96 0.96 0.96 0.94 0.93 0.95 0.92 0.88 0.88 0.86 0.83 0.84 0.84 0.84 0.85 0.82 0.79 0.79 0.71 0.69 0.66 0.66 Average Unlevered Beta 7.9% 8.7% 9.3% 9.1% 9.4% 10.1% 11.0% 11.0% 11.5% 11.5% 11.7% 12.5% 11.7% 11.6% 13.2% 12.4% 12.5% 13.1% 12.6% 13.0% 12.4% 12.3% 12.3% 13.4% 13.2% Average Operating Margin 36.9% 25.3% 23.9% 23.5% 21.9% 20.5% 18.4% 17.9% 16.6% 17.6% 15.8% 15.3% 15.3% 14.9% 14.5% 14.6% 14.5% 14.0% 13.5% 13.1% 13.2% 12.4% 12.0% 13.0% 12.5% Average CV (Operating Margin) 52.2% 36.0% 34.6% 31.4% 31.5% 30.2% 28.3% 26.2% 24.7% 25.2% 23.0% 22.9% 23.3% 22.0% 23.4% 21.8% 21.5% 23.5% 22.6% 23.1% 22.5% 22.0% 20.5% 18.6% 20.2% Average CV (ROE) Source: Compiled from data from the Center for Research in Security Prices. # 2009 CRSP1, Center for Research in Security Prices. University of Chicago Booth School of Business. Used with permission. All rights reserved. www.crsp.chicagobooth.edu. Calculations by Duff & Phelps LLC. CV(X) ¼ Standard deviation of X divided by mean of X, calculated over 5 fiscal years. 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 Portfolio Rank by Size Portfolio Statistics for 1963–2008 08/26/2010 Portfolio Statistics for 2008 Companies Ranked by Book Value of Equity: Comparative Risk Characteristics Data for Year Ending December 31, 2008 EXHIBIT 13.12 Duff & Phelps Study: Comparative Risk Statistics E1C13 Page 253 E1C13 08/26/2010 Page 254 254 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Material differences between the expected returns for a subject company of a given size and the stocks comprising the portfolio may arise due to differences in: & Leverage (the average debt/MVIC and the average levered portfolio beta [the CAPM risk measure] of the portfolios are displayed) For example, we can adjust the observed premiums over the risk-free rate for differences in financial leverage between the average companies comprising the portfolio and the subject company. The subject company here has a debt/MVIC ¼ $60/ $180 ¼ 33%, which is slightly more leverage than the average of the companies comprising portfolio 25 of Exhibit 13.7 (29.41%). But assume that the subject company had no debt in its capital structure. The Size Study displays unlevered average levered risk premium where the average debt to equity (D/E) ratio of the portfolio is based on the average debt to MVIC for the portfolio since 1963 and the income tax rate is the estimated federal income tax rate plus effective state income tax rate for the companies comprising the portfolio companies. The Size Study presents unlevered average realized risk premiums for each of the eight size measures in exhibits displaying various risk measures for each size category (see, e.g., Exhibits 13.11 and 13.12). For example, looking at Exhibit 13.11, the unlevered average realized risk premium for portfolio 25 equals 10.3%. This compares to the average levered realized risk premium of 14.6% (rounded but not smoothed) reported in Exhibits 13.7 and 13.12. These unlevered realized risk premiums represent the rates of return on a debtfree basis; the unlevered realized risk premiums can be used for estimating required rates of return for companies with no debt. The unlevered realized risk premiums displayed in Exhibits 13.11 and 13.12 are informative in that they generally indicate that the market views operations of smaller companies to be riskier than the operations of larger companies (i.e., unlevered risk premiums increase as size decreases). & Operating risks (the average unlevered portfolio sum betas, the average operating margin,14 and the average coefficient of variation of operating margin15 for the portfolios are displayed) One can compare fundamental risk represented by the operating margins of the subject company to the average operating margin of the companies included in the portfolios. For example, were the subject company ranked in the 24th portfolio based on its market value of equity, one can compare the operating margin of the subject company to the average operating margin of companies included in the 24th portfolio. Looking at Exhibit 13.11, we see that the average operating margin of the companies in the 24th portfolio is 7.7%. Were the average operating margin of the subject company less than the average of the portfolio companies, one can conclude that the subject company is probably riskier than the average company of its size. 14 Operating margin ¼ [sales minus (cost of goods sold plus selling, general, and administrative expenses plus depreciation expense)] divided by sales. 15 Coefficient of operating margin ¼ standard deviation of operating margin over five years divided by the mean operating margin over those same five years. E1C13 08/26/2010 Page 255 Size Effect 255 Further, we can compare the coefficient of variation of operating margin of the subject company to the average coefficient of variation of operating margin of companies included in the 24th portfolio. Looking at Exhibit 13.11, we see that the average coefficient of variation of operating margin of the companies in the 24th portfolio is 29.5%. Were the average coefficient of operating margin of the subject company greater than the average of the portfolio companies, one can conclude the subject company is probably riskier than the average company of its size. & Other fundamental risk factors inherent in the business, such as dependence on a single supplier, limited number of customers, etc. Using the Duff & Phelps Size Study in the CAPM Method Using the same dataset and similar methodology, Duff & Phelps computes premiums over CAPM. (Recall that beta captures some, but not all, of the size premium.) These can be used with the CAPM. We have included two exhibits: Exhibit 13.13, where size is measured by market value of common equity, and Exhibit 13.14, where size is measured by book value of common equity (exhibits reproduced herein are for years ending 2008). In the context of the CAPM, the greater betas of the smaller companies explain some but not all of the higher average returns in these size-ranked portfolios. An example of the calculation of ‘‘Return in Excess of CAPM’’ will illustrate the method. The next example uses data for portfolio 19 of companies ranked by book value of equity from Exhibit 13.14: 1. Portfolio beta ¼ 1.20 (column 4 of Exhibit 13.14, portfolio 19) 2. Arithmetic average realized risk premium ¼ 3.84% (third line from bottom of Exhibit 13.14, Arithmetic Average Risk Premium for SBBI series for Large Companies for 1963–2008) 3. Indicated CAPM premium (1.20 3.84%) ¼ 4.61% 4. Arithmetic average U.S. government bond income return ¼ 7.04% (bottom line of Exhibit 13.14, SBBI Long-Term Government Bond Income Returns for 1963–2008) 5. Indicated CAPM return (4.61% þ 7.04%) ¼ 11.65% 6. Arithmetic average realized return ¼ 13.91% (column 5 of Exhibit 13.14, portfolio 19) 7. RPs ¼ Return in excess of CAPM (13.91% 11.65%) ¼ 2.26% (column 8 of Exhibit 13.14, portfolio 19) (difference due to rounding) The return in excess of CAPM is often called the size premium or beta-adjusted size premium. The size premium is an empirically observed correction to the CAPM. This return in excess of CAPM of 2.26% compares to a premium over the overall market of 3.03% (line 6 minus line 4 minus line 2) without regard to beta. The Size Study exhibits report betas calculated using the sum beta method applied to monthly portfolio return data. This method yields greater betas for smaller companies (and smaller size premiums) than would be obtained using the ordinary least squares method. 08/26/2010 EXHIBIT 13.13 Duff & Phelps Size Study (market value of common equity) Source: 200902 CRSP1, Center for Research in Security Prices. University of Chicago Booth School of Business. Used with permission. All rights reserved. www.crsp.chicagobooth.edu. Calculations by Duff & Phelps LLC. # Duff & Phelps, LLC. E1C13 Page 256 256 Source: 200902 CRSP1, Center for Research in Security Prices. University of Chicago Booth School of Business. Used with permission. All rights reserved. www.crsp.chicagobooth.edu. Calculations by Duff & Phelps LLC. # Duff & Phelps, LLC. 08/26/2010 EXHIBIT 13.14 Duff & Phelps Size Study (book value of common equity) E1C13 Page 257 257 E1C13 08/26/2010 Page 258 258 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Eight Measures of Size, 25 Size Categories The eight Size Study size measures for use in the CAPM method are the same as those presented earlier for use in the build-up method. The eight exhibits for use in CAPM report these statistics for each of 25 size categories: 1. Average of the size criteria (e.g., average number of employees) for the latest year 2. Log (base-10) of the median of the size measure 3. Beta relative to the S&P 500 calculated using the sum beta method applied to monthly returns for 1963 through the latest year 4. Arithmetic average realized equity return since 1963 5. Arithmetic average realized risk premium (realized equity return over long-term U.S. government bonds) since 1963 (labeled ‘‘arithmetic risk premium’’) 6. Indicated CAPM premium calculated as the beta of the portfolio multiplied by the arithmetic average realized market risk premium since 1963 7. Premium over CAPM calculated by subtracting the indicated CAPM premium from the arithmetic risk premium 8. Smoothed premium over CAPM: the fitted premium from a regression with the historical ‘‘premium over CAPM’’ as the dependent variable and the logarithm (base-10) of the size measure as the independent variable The premium over CAPM data should not be multiplied by beta. Rather, it is the basis for RPs (in Formula 13.2) and is added to CAPM (Formula 8.1). By whatever measure of size they use, the result is a clear inverse relationship between the size and the size premium. Examples Continuing with the same subject company used in Exhibits 13.9 and 13.10, the simplest approach is to find the smoothed premium over CAPM of the guideline portfolios in a manner similar to that described for the Size Study data in EXHIBIT 13.15 Premiums over CAPM: Using Guideline Portfolios Company Size Market Value of Equity Book Value of Equity 5-Year Average Net Income Market Value of Invested Capital Total Assets 5-Year Average EBITDA Sales Number of Employees Mean Premium over CAPM, RPs Median premium over CAPM, RPs (1) $120 mil. $100 mil. $10 mil. $180 mil. $300 mil. $30 mil. $250 mil. 200 Exhibit 13.14 13.15 (1) (1) (1) (1) (1) (1) Guideline Portfolio Premium over CAPM 25 25 24 25 24 24 24 25 7.1% 5.7% 5.5% 6.7% 5.0% 5.2% 4.8% 5.9% 5.7% 5.6% From additional exhibits provided in the Risk Premium Report. Source: Duff & Phelps Risk Premium Report 2009, Copyright # 2009. Used with permission. All rights reserved. E1C13 08/26/2010 Page 259 259 Size Effect EXHIBIT 13.16 Premiums over CAPM: Using Regression Equations Market Value of Equity Book Value of Equity 5-Year Average Net Income Market Value of Invested Capital Total Assets 5-Year Average EBITDA Sales Number of Employees Mean Premium over CAPM, RPs Median Premium over CAPM, RPs (1) Company Size Exhibit Constant Term Slope Term log (Size) Premium over CAPM $120 mil. 13.14 13.059% 2.894% 2.079 7.0% $100 mil. 13.15 9.353% 2.080% 2.000 5.2% $10 mil. (1) (1) (1) 1.000 5.5% $180 mil. (1) (1) (1) 2.255 6.4% $300 mil. $30 mil. (1) (1) (1) (1) (1) (1) 2.477 1.477 5.2% 5.4% $250 mil. 200 (1) (1) (1) (1) (1) (1) 2.398 2.301 4.9% 6.0% 5.7% 5.4% From additional exhibits provided in the Risk Premium Report. Source: Duff & Phelps Risk Premium Report 2009, Copyright # 2009. Used with permission. All rights reserved. the build-up method. Exhibit 13.15 illustrates this approach for the subject company. If the indicated CAPM estimate before the size adjustment, EðRi Þ ¼ Rf þ BðRPm Þ, is, for example, 11.0%, then the size premiums, RPs, indicate a cost of equity capital ranging from 15.8% to 18.1%, with a median of 16.6% before consideration of RPu, risk premium attributable to the specific company. As an alternative, one can use the regression equations reported in exhibits to estimate premiums over CAPM. Exhibit 13.16 illustrates the results for the subject company. Practical Application of the Data The exhibits report levered and unlevered portfolio betas (for example, see Exhibits 13.12 and 13.13) where the average debt to equity (D/E) ratio of the portfolio is based on the average debt to MVIC for the portfolio since 1963, and the income tax rate is the estimated federal income tax rate plus effective state income tax rate for the companies comprising the portfolio companies. The exhibits display unlevered portfolio betas for each of the eight size measures. For example, in Exhibits 13.12 and 13.13, the unlevered portfolio beta for portfolio 24 equals 0.99 (Exhibit 13.12). This compares to the levered portfolio beta of 1.27 reported in Exhibits 13.12 and 13.14. Unlevered betas are often called asset betas in the literature, as they are intended to represent the risk of the operations of the business with the risk of E1C13 08/26/2010 Page 260 260 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL financial leverage removed. The unlevered betas displayed in Exhibits 13.12 and 13.13 are informative in that they generally indicate that the market views the operations of smaller companies to be riskier than the operations of larger companies (i.e., unlevered betas increase as size decreases). While the unlevered portfolio betas are informative, they would not generally be appropriate to use in estimating the beta of a subject company as they represent betas calculated since 1963. The convention for estimating the beta appropriate for a subject company is generally to use data for a more recent look-back period (e.g., last 60 months excess returns). The unlevering formulas used in the exhibits for unlevering the average realized risk premiums and portfolio betas for size categories 1 through 25 assume that the business risk is fully borne by the equity capital; that is, the variability of operating cash flows has a negligible effect on the risk of the debt capital. As a first approximation, this assumption appears reasonable for most of the companies comprising size categories 1 through 25 because of the modest debt to equity levels. ESTIMATING SIZE PREMIUMS FOR NONPUBLIC COMPANY The Morningstar size premiums are based on measuring size using market value of equity. Two of the Duff & Phelps size measures are also based on measuring size based on market value (market value of equity and invested capital). When one is valuing a nonpublic business, one does not know the market value until the end of the valuation process. One can either use the size premiums from the Duff & Phelps Size Study where size is not based on market value (e.g., size measured based on net income) or one should use an iterative process. The steps in the iterative process can be summarized in this way if one is discounting the net cash flow to common equity: Step 1: Estimate the market value of senior securities (debt and preferred equity) and hold that dollar amount fixed throughout the process. Step 2: Make a first estimate of the market value of common equity and the market value weight for the capital structure. For example, if the initial estimate of the market value of common equity equals book value, then calculate the cost of equity capital based upon the relationship of the market value of the senior securities to book value of common equity (e.g., for the levering of beta) and the size premium assuming book value of equity equals the market value of equity. Step 3: Project (a) the net cash flows available to common equity and (b) the projected growth rate for either a discounted valuation model (Formula 2.1) or a capitalization valuation model (Formula 4.4). Step 4: Using the first-approximation cost of equity capital from Step 2 and the projected cash flows from Step 3, compute a first approximation of market value of common equity. Step 5: Compute the capital structure weights and the size premium using the common equity value from Step 4. E1C13 08/26/2010 Page 261 Size Effect 261 Step 6: Repeat the process starting with Step 2, using the approximation of the market value of common equity form Step 4, until the computed market value of common equity comes reasonably close to the capital structure weight and appropriate size premium where size is measured at market value of equity. SUMMARY The Duff & Phelps data cover the years 1963 through the present, as compared with 1926 through the present for the Morningstar data. Two results of the Size Study seem strikingly significant: 1. In spite of the different time period, the Duff & Phelps results corroborate the Morningstar results that the size effect is empirically observed. 2. The results are significantly similar for all eight measures of company size. Although the market value of common equity has both the highest degree of statistical significance and the steepest slope when one regresses average returns against size, all size measures show a high degree of statistical significance. This is quite convenient in the context of valuing private companies, since it enables the analyst to start with a known size measure rather than an estimated market value of equity, which is the value being sought. In evaluating the correct size premium for a nonpublic company, one must either use a non market based measure of size (e.g., net income) and a size premium drawn from the Duff & Phelps Size Study or use the iterative process to estimate the market value of common equity and a size premium drawn from either Morningstar or the Duff and Phelps Size Study. E1C14 08/26/2010 Page 262 CHAPTER 14 Criticisms of the Size Effect Introduction Is the Size Effect the Result of Incorrectly Measuring Betas? Composition of the Smallest Decile Data Issues Risks of Small Companies Should the Cost of Equity Capital Use a Changing Size Premium? Relationship of Size and Measures of Risk Relationship of Size and Liquidity Summary Appendix 14A—Other Data Issues Regarding the Size Effect INTRODUCTION In Chapter 13, we discussed two sets of independent studies that document and quantify the size effect: Morningstar studies and Duff & Phelps studies. The size effect, though, is not without controversy, and various commentators question its validity. In fact, some commentators contend that the historical data are so flawed that practitioners can dismiss all research results that support the size effect. For example, is it simply the result of not measuring beta correctly? Are there simply market anomalies that cause the size effect to appear? Is size just a proxy for one or more factors correlated with size, so one should directly use those factors to measure risk rather than size? Is the size effect hidden because of unexpected events? IS THE SIZE EFFECT THE RESULT OF INCORRECTLY MEASURING BETAS? Several authors have investigated problems with measuring beta. If beta is underestimated, the size premium will be observed, and the equity discount rate estimated The authors would like to thank Ashok Bhardwaj Abbott for allowing us to reproduce research results for the appendix to this chapter. We would also like to thank David Turney and Nick Arens of Duff & Phelps LLC for preparing material for this chapter. 262 E1C14 08/26/2010 Page 263 Criticisms of the Size Effect 263 using Formula 8.1 will be underestimated. The size premium can correct for this underestimation. For example, two papers investigated the problem with underestimating betas for troubled firms (which tend to populate the smaller deciles where size is measured by the market value of equity).1 The market value of equity gets bid down for a troubled company, and the troubled company’s stock may trade like a call option. In the 2004 study, the author estimated that betas (measured by the ordinary least squares [OLS] method) for troubled companies were underestimated by more than 20% when the bankruptcy risk is at least 20%. This would cause the size premium to be overestimated in, for example, Exhibit 13.1 for the 10th decile, where betas are estimated using the OLS method of monthly excess returns and size is measured by market value of equity. Morningstar publishes size premium statistics where size is measured by market value of equity and betas are estimated using the sum beta method. The sum beta method is an alternative way of handling monthly data, essentially averaging betas for two or more months. This method can provide a better measure of beta for small stocks by taking into account the lagged price reaction of stocks of small companies to movements in the stock market. The data indicate that even using the sum beta method, when applied to the capital asset pricing model (CAPM), beta does not account for the returns in excess of the risk-free rate historically found in small company stocks. If you use the sum beta method of estimating beta, you need to use the size premiums based on sum beta, not Exhibit 13.1. Exhibit 14.1 displays the Morningstar size premium data using the sum beta method. Morningstar also calculates size premium data using annual betas (see Exhibit 13.3) with size measured by market value of equity. Size premium calculated using annual betas (as displayed in Exhibit 13.3) or sum beta (as displayed in Exhibit 14.1) should be less plagued by the overestimation problem due to incorrectly measuring beta (see Chapter 10 section on sum beta). But the troubled company issue still plagues the 10th decile. One needs to match the source of the size premium with the type of beta estimate one makes. One should use the Morningstar size premiums derived using the OLS method (Exhibit 13.1) when estimating the subject company beta using the OLS method, and one should use the Morningstar size premiums derived using the sum beta method (Exhibit 14.1) when estimating the subject beta using the sum beta method. But in applying the CAPM particularly for a small business, we are looking for the most accurate estimate, not the most expedient one. If one uses an OLS beta for a small company by multiplying the OLS beta times ERP estimate and adding OLS-based size premium (Exhibit 13.1), one probably will not arrive at as accurate an estimate of the cost of equity capital as by multiplying a sum beta times ERP estimate and adding a sum beta-based size premium. One should be using the most accurate estimate of beta and the most accurate measure of the appropriate size premium. 1 Carlos A. Mello-e-Souza, ‘‘Bankruptcy Happens: A Study of the Mechanics of Distressed Driven CAPM Anomalies,’’ Working paper, January 25, 2002, and ‘‘Limited Liability, the CAPM and Speculative Grade Firms: A Monte Carlo Experiment,’’ Working paper, August 18, 2004. Available at http://ssrn.com/abstract=294804. E1C14 08/26/2010 Page 264 264 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 14.1 Size Premium Using Sum Betas Long-Term Returns in Excess of CAPM for Decile Portfolios of the NYSE/AMEX/ NASDAQ, with Sum Beta 1926–2008 Arithmetic Estimated Return Size Premium (Return in Mean in Excess of Return in Excess Excess of Sum Return Riskless Ratey of Riskless Ratez CAPM) Decile Beta 1-Largest 2 3 4 5 6 7 8 9 10-Smallest Mid-Cap, 3–5 Low-Cap, 6–8 Micro-Cap, 9–10 0.91 1.05 1.13 1.20 1.24 1.30 1.38 1.50 1.55 1.71 1.17 1.36 1.60 10.75% 12.51% 13.06% 13.45% 14.23% 14.48% 14.84% 15.95% 16.62% 20.13% 13.37% 14.86% 17.72% 5.56% 7.31% 7.87% 8.25% 9.03% 9.28% 9.65% 10.76% 11.42% 14.93% 8.18% 9.66% 12.52% 5.91% 6.82% 7.34% 7.76% 8.00% 8.39% 8.93% 9.68% 10.06% 11.06% 7.58% 8.82% 10.34% 0.35% 0.49% 0.53% 0.48% 1.03% 0.88% 0.71% 1.08% 1.37% 3.87% 0.59% 0.83% 2.18% Betas are estimated from monthly portfolio total returns in excess of the 30-day U.S. Treasury bill total return versus the S&P 500 Index total returns in excess of the 30-day U.S. Treasury bill, January 1926–December 2008. y Historical riskless rate is measured by the 83-year arithmetic mean income return component of 20-year U.S. government bonds (5.20%). z Calculated in the context of the CAPM by multiplying the equity risk premium by beta. The equity risk premium is estimated by the arithmetic mean total return of the S&P 500 (11.67%) minus the arithmetic mean income return component of 20-year U.S. government bonds (5.20%) from 1926 to 2008. Source: Ibbotson Stocks, Bonds, Bills, and Inflation1 2009 Valuation Yearbook. Copyright # 2009 Morningstar, Inc. All rights reserved. Used with permission. (Morningstar, Inc. acquired Ibbotson in 2006.) Calculated (or derived) based on CRSP1 data, Copyright # 2006 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. COMPOSITION OF THE SMALLEST DECILE Morningstar also divides the 10th decile into subdeciles 10a and 10b, with 10a being the top half of the 10th decile and 10b the bottom half of the 10th decile. Starting with the 2010 SBBI Valuation Yearbook, Morningstar will provide more detailed size premium for small cap companies. The 10th decile will be further split; subdecile 10a will be split into 10w and 10x, and subdecile 10b will be split into 10y and 10z. A Morningstar supplemental report split the subdeciles 10a into 10w and 10x and 10b into 10y and 10z for the period 1926–2008 (measured by market capitalization) and reported the size premium. The reported size premiums for subdecile 10y were 8.69% and for 10z, 11.45%, compared with the reported size premium for 10b of 9.53%. E1C14 08/26/2010 Page 265 265 Criticisms of the Size Effect EXHIBIT 14.2 Returns in Excess of CAPM—10th-Decile Split Long-Term Returns in Excess of CAPM Estimation for Decile Portfolios of the NYSE/AMEX/ NASDAQ, with 10th Decile Split, 1926–2008 Arithmetic Realized Return Estimated Return Size Premium Mean in Excess of in Excess of (Return in Excess Return Riskless Ratey Riskless Ratez of CAPM) Decile Beta 1-Largest 2 3 4 5 6 7 8 9 10a 10b-Smallest 0.91 1.03 1.10 1.12 1.16 1.18 1.24 1.30 1.35 1.42 1.38 10.75% 12.51% 13.06% 13.45% 14.23% 14.48% 14.84% 15.95% 16.62% 18.49% 23.68% 5.56% 7.31% 7.87% 8.25% 9.03% 9.28% 9.65% 10.76% 11.42% 13.29% 18.48% 5.91% 6.69% 7.13% 7.28% 7.49% 7.65% 8.03% 8.41% 8.71% 9.19% 8.95% 0.36% 0.62% 0.74% 0.97% 1.54% 1.63% 1.62% 2.35% 2.71% 4.11% 9.53% Betas are estimated from monthly portfolio total returns in excess of the 30-day U.S. Treasury bill total return versus the S&P 500 total returns in excess of the 30-day U.S. Treasury bill, January 1926–December 2008. y Historical riskless rate is measured by the 83-year arithmetic mean income return component of 20-year U.S. government bonds (5.20%). z Calculated in the context of the CAPM by multiplying the equity risk premium by beta. The equity risk premium is estimated by the arithmetic mean total return of the S&P 500 (11.67%) minus the arithmetic mean income return component of 20-year U.S. government bonds (5.20%) for 1926–2008. For mid-, low-, and micro-cap data, see Exhibit 13.1. Source: Stocks, Bonds, Bills, and Inflation1 2009 Valuation Yearbook and 2009 Ibbotson SBBI Valuation Supplement. Copyright # 2009 Morningstar, Inc. All rights reserved. Used with permission. (Morningstar, Inc. acquired Ibbotson in 2006.) Calculated (or derived) based on CRSP1 data, Copyright # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. Comparing Exhibits 13.1 and 14.2 (both calculated using OLS beta estimates) shows the dramatic difference between the smallest 5% of companies and the next smallest 5%. The size premium for the 10th decile from Exhibit 13.1 equals 5.81%, and the size premiums for subdeciles 10a and 10b from Exhibit 14.2 equal 4.11% and 9.53%, respectively. What kind of companies populate subdeciles 10b and its top and bottom halves, 10y and 10z? Morningstar includes all companies with no exclusion of speculative (e.g., start-up companies) or distressed companies whose market capitalization is small because they are speculative or distressed. The inclusion of speculative or distressed companies in the database is the basis for criticism of the size effect.2 Exhibit 14.3 displays information on the type of companies that 2 Jonathan B. Berk, ‘‘A Critique of Size Related Anomalies,’’ Review of Financial Studies 8(2) (Summer 1995): 225–286. E1C14 08/26/2010 Page 266 266 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 14.3 Breakdown of Decile 10y Companies as of September 30, 2008: Market Value between $74.9 and $136.5 Million ($ millions) Size: Market Value of Equity Book Value of Equity MVIC Total Assets $132 $117 $100 $86 $77 $246 $113 $67 $35 $6 $461 $146 $102 $79 $35 $828 $229 $123 $63 $20 95th Percentile 75th Percentile Median 25th Percentile 5th Percentile MVIC ¼ Market Value of Equity þ Book Value of Preferred Stock þ Book Value of Debt. Profitability: Sales 5-Yr Avg Net Income before Extra Ordinary 5-Yr Avg EBITDA Latest Fiscal Year Return on Book Equity 95th Percentile 75th Percentile Median 25th Percentile 5th Percentile $779 $204 $86 $29 $zero $14 $5 $0 $10 $36 $51 $17 $7 $3 $21 36% 10% 0% 26% 121% Measures of Risk for NYSE þ AMEX þ NASDAQ companies: ($ millions) Size: 95th Percentile 75th Percentile Median 25th Percentile 5th Percentile Market Value of Equity OLS Beta Sum Beta $132 $117 $100 $96 $77 2.72 2.01 1.53 0.96 0.36 3.31 2.34 1.73 1.09 0.34 Market Value of Equity OLS Beta Sum Beta $132 $122 $104 $87 $80 2.19 1.92 1.59 0.85 0.27 2.39 2.06 1.53 0.91 0.27 Measures of Risk for NYSE companies only: ($ millions) Size: 95th Percentile 75th Percentile Median 25th Percentile 5th Percentile Source: Compiled from Standard & Poor’s Capital IQ. Beta calculations use data from Standard & Poor’s Research Insight. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. are included in decile 10y (New York Stock Exchange [NYSE], American Stock Exchange [AMEX], and NASDAQ companies) and Exhibit 14.4 displays information on the type of companies that are included in decile 10z (NYSE, AMEX, and NASDAQ companies). E1C14 08/26/2010 Page 267 267 Criticisms of the Size Effect EXHIBIT 14.4 Breakdown of Decile 10z Companies as of September 30, 2008: Market Value between $1.575 and $74.9 Million ($ millions) Size: Market Value of Equity Book Value of Equity MVIC Total Assets $68 $50 $32 $17 $6 $111 $47 $24 $11 $2 $203 $56 $31 $15 $zero $373 $93 $46 $24 $7 95th Percentile 75th Percentile Median 25th Percentile 5th Percentile MVIC ¼ Market Value of Equity þ Book Value of Preferred Stock þ Book Value of Debt Profitability: Sales 5-Yr Avg Net Income before Extra Ordinary 5-Yr Avg EBITDA Latest Fiscal Year Return on Book Equity 95th Percentile 75th Percentile Median 25th Percentile 5th Percentile $325 $86 $37 $13 $zero $6 $2 $1 $7 $31 $23 $5 $1 $3 $20 31% 7% 8% 47% 160% Measures of Risk for NYSE þ AMEX þ NASDAQ companies: ($ millions) Size: 95th Percentile 75th Percentile Median 25th Percentile 5th Percentile Market Value of Equity OLS Beta Sum Beta $68 $50 $32 $17 $6 2.74 1.86 1.38 0.88 0.18 3.35 2.22 1.65 1.07 0.28 Market Value of Equity OLS Beta Sum Beta $71 $67 $50 $41 $29 2.64 2.07 1.53 0.94 0.89 2.75 2.20 1.48 1.29 0.97 Measures of Risk for NYSE companies only: ($ millions) Size: 95th Percentile 75th Percentile Median 25th Percentile 5th Percentile Source: Compiled from Standard & Poor’s Capital IQ. Beta calculations use data from Standard & Poor’s Research Insight. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. From these data we can conclude: & Betas used for calculating the size premium for decile 10z (OLS method) generally understate the beta estimates and overstate the size premium. (See comparison of OLS betas and sum betas in Measures of Risk section of Exhibit 14.4 for all companies.) E1C14 08/26/2010 Page 268 268 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL & Decile 10y is populated by many large (see companies as measured by Total Assets section of Exhibit 14.3 in 95th percentile) but highly leveraged companies with small-market capitalizations that probably do not match the characteristics of financially healthy but small companies. There are companies with no sales included in the data (e.g., speculative start-ups). Stocks of the troubled companies included in the data (companies with negative returns on the latest fiscal year book value) probably are trading like call options (unlimited upside, limited downside). Even if you were to use the sum beta method, the beta estimates would likely be underestimated and the size premium overstated. & & Before one uses the size premium data for 10b or its top and bottom halves, 10y and 10z, one needs to determine if the mix of companies that comprise the subdeciles are indeed comparable to the subject company. The Duff & Phelps studies screen out speculative start-ups, distressed (i.e., bankrupt), and high-financial-risk companies. The studies measure beta using the sum beta method. This methodology was chosen to counter the criticism of the size effect by some that the size premium is a function of the high rates of return for speculative companies and distressed companies in the data set. Duff & Phelps still observe the size effect for a more recent period (since 1963), where size is measured by eight size measures, including six that are not market capitalization based. Exhibit 14.5 shows the breakdown of companies in portfolio 25 (the smallest companies). If the subject company is not highly levered, the companies in portfolio 25 may be more comparable to a small subject company, and therefore the size premium data for portfolio 25 may be more appropriate to use for your subject company. EXHIBIT 14.5 Breakdown of Portfolio 25 Companies as of December 31, 2008 5th Percentile 25th Percentile 50th Percentile 75th Percentile 95th Percentile 5th Percentile 25th Percentile 50th Percentile 75th Percentile 95th Percentile Market Value of Equity Book Value of Equity 5-Year Average Net Income Market Value of Invested Capital $17.135 51.001 97.977 167.623 226.405 $9.104 26.860 56.311 90.991 116.216 $0.448 1.539 3.203 4.927 6.770 $21.744 64.396 133.210 217.506 311.617 Total Assets 5-Year Average EBITDA Sales Number of Employees $16.752 51.318 116.807 187.369 269.360 $1.679 5.250 10.666 18.611 26.911 $19.318 52.213 104.237 163.140 224.170 34 123 236 359 497 Source: Calculated (or derived) based on CRSP1 data, # 2008 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business, and Standard & Poor’s Compustat data. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. E1C14 08/26/2010 Page 269 Criticisms of the Size Effect 269 DATA ISSUES Critics of the size effect point out various issues with the data used, resulting in anomalies that people mistakenly have observed as the size effect. These data issues are seasonality, bid/ask bounce bias, transaction costs, and time-varying risk factors. We present a discussion of these issues in Appendix 14A. Some analysts have commented on the fact that small companies have not outperformed large companies consistently, particularly after 1982. The only reason for breaking the data between pre- and post-1982 periods is that Morningstar changed the methodology for calculating its small-company index returns in 1982.3 Through 1981, the Morningstar small-company series was calculated using the returns on a synthetic portfolio constructed from Center for Research in Security Prices (CRSP) data for stocks in the smallest quintile of the NYSE (ranked by market value). This is ‘‘synthetic’’ in the sense that it is not based on the returns of an actual fund. Actually, it is retrospectively calculated from a database of stock returns making assumptions about portfolio balance and reinvestment. From 1982 onward, Morningstar measured the small-company returns using the actual returns on the Dimensional Fund Advisors Small Company 9–10 Fund (DFA). The DFA returns are net of transaction costs and free of the delisting bias just discussed. For some time after 1982, small companies did not, on average, outperform larger stocks (as measured by the Morningstar large-company returns). This observation sometimes is cited to cast doubt on the integrity of the pre-1982 smallcompany data. Some analysts contend that the small-stock effect disappeared after 1981 because Morningstar switched from the ‘‘biased’’ CRSP data to the ‘‘unbiased’’ DFA returns. This argument does not withstand scrutiny. If you want to illustrate the extent to which a bias is eliminated by using the DFA returns, it is not logical to compare the post-1981 DFA premium to a pre-1982 premium derived from CRSP data. Rather, you would more appropriately compare the DFA returns to CRSP returns over the same period. Exhibit 14.6 presents size premium data for the CRSP deciles for various recent periods. These size premiums are calculated relative to the Morningstar income returns on long-term U.S. government bonds using annual betas. As shown, while the size premium has varied in magnitude, it still exists in the most recent 20-year period (even after 1989). Some authors’ claims that it did not exist after 1980 is just due to the specific period chosen (as it did not appear in the numbers in the period 1979–2008). But then again, it does not appear in the period 1969–2008 either, while it appeared in the period 1959–2008. This is evidence that the size effect as an aggregate effect is cyclical. That cyclicality is part of the risk of small companies; if they always earned more than large companies, they would not be riskier in the aggregate. Finally, the fact that the Duff & Phelps studies observe the size effect when (1) size is measured by six size measures that are not market capitalization based and (2) speculative and distressed companies are excluded, counters critics that the size effect is a function of high risk, high discount rate companies and not company size. 3 David King, ‘‘Do Data Biases Cause the Small Stock Premium?’’ Business Valuation Review. (June 2003): 56–61. E1C14 08/26/2010 Page 270 270 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 14.6 Returns in Excess of CAPM with S&P 500 Benchmark Table 1. Long-Term Returns in Excess of CAPM Estimation for Decile Portfolios of the NYSE/AMEX/NASDAQ, 1989–2008 Decile Beta Arithmetic Mean Return 1-Largest 2 3 4 5 6 7 8 9 10-Smallest 0.99 1.00 1.08 1.03 1.05 1.08 1.06 1.09 1.03 0.92 10.38% 11.29% 11.06% 10.94% 10.91% 11.66% 11.35% 11.85% 12.21% 13.13% Realized Return in Excess of Risk-free Ratey Estimated Return in Excess of Risk-free Ratez 4.17% 5.08% 4.85% 4.73% 4.70% 5.45% 5.14% 5.64% 6.00% 6.92% 4.10% 4.15% 4.46% 4.28% 4.34% 4.46% 4.38% 4.49% 4.28% 3.80% Standard Size Premium Deviation (Return in of Realized Excess Excess of Return CAPM) 0.07% 0.93% 0.39% 0.45% 0.36% 0.99% 0.76% 1.25% 1.72% 3.12% 20.43% 19.53% 20.55% 19.62% 20.02% 22.67% 21.65% 23.29% 25.81% 30.35% Table 2. Long-Term Returns in Excess of CAPM Estimation for Decile Portfolios of the NYSE/AMEX/NASDAQ, 1979–2008 Decile Beta Arithmetic Mean Return 1-Largest 2 3 4 5 6 7 8 9 10-Smallest 0.98 1.02 1.07 1.06 1.05 1.09 1.09 1.12 1.07 0.97 12.17% 13.59% 13.60% 13.71% 13.63% 14.53% 13.91% 14.55% 14.38% 14.06% Realized Return in Excess of Risk-free Ratey Estimated Return in Excess of Risk-free Ratez 4.59% 6.01% 6.02% 6.13% 6.05% 6.96% 6.34% 6.97% 6.80% 6.48% 4.86% 5.04% 5.30% 5.24% 5.20% 4.37% 5.41% 5.53% 5.31% 4.81% Standard Size Premium Deviation (Return in of Realized Excess Excess of Return CAPM) 0.27% 0.97% 0.72% 0.89% 0.85% 1.59% 0.93% 1.44% 1.49% 1.67% 17.89% 17.44% 17.97% 17.88% 18.28% 20.62% 20.27% 22.10% 23.64% 27.27% Table 3. Long-Term Returns in Excess of CAPM Estimation for Decile Portfolios of the NYSE/AMEX/NASDAQ, 1969–2008 Decile Beta Arithmetic Mean Return 1-Largest 2 0.98 1.04 10.19% 11.26% Realized Return in Excess of Risk-free Ratey Estimated Return in Excess of Risk-free Ratez 2.77% 3.83% 3.11% 3.30% Standard Size Premium Deviation (Return in of Realized Excess of Excess CAPM) Return 0.34% 0.53% 18.05% 18.76% E1C14 08/26/2010 Page 271 271 Criticisms of the Size Effect EXHIBIT 14.6 (Continued) Table 3. (Continued) Decile Beta Arithmetic Mean Return 3 4 5 6 7 8 9 10-Smallest 1.10 1.10 1.10 1.12 1.15 1.18 1.15 1.08 12.13% 12.03% 12.12% 12.93% 12.38% 12.92% 12.18% 12.55% Realized Return in Excess of Risk-free Ratey Estimated Return in Excess of Risk-free Ratez 4.71% 4.61% 4.70% 5.51% 4.96% 5.50% 4.76% 5.13% 3.48% 3.50% 3.49% 3.56% 3.66% 3.75% 3.67% 3.43% Standard Size Premium Deviation (Return in of Realized Excess Excess of Return CAPM) 1.23% 1.11% 1.21% 1.95% 1.30% 1.75% 1.09% 1.70% 19.61% 20.82% 20.95% 22.85% 23.50% 25.22% 26.54% 30.01% Table 4. Long-Term Returns in Excess of CAPM Estimation for Decile Portfolios of the NYSE/AMEX/NASDAQ, 1959–2008 Decile Beta Arithmetic Mean Return 1-Largest 2 3 4 5 6 7 8 9 10-Smallest 0.98 1.04 1.09 1.10 1.10 1.13 1.16 1.18 1.15 1.08 10.09% 11.39% 12.57% 12.59% 12.97% 13.86% 13.45% 14.62% 13.98% 15.35% Realized Return in Excess of Risk-free Ratey Estimated Return in Excess of Risk-free Ratez 3.30% 4.59% 5.78% 5.79% 6.17% 7.06% 6.66% 7.82% 7.18% 8.56% 3.74% 3.96% 4.18% 4.21% 4.19% 4.31% 4.43% 4.52% 4.39% 4.12% Standard Size Premium Deviation (Return in of Realized Excess Excess of Return CAPM) 0.44% 0.63% 1.60% 1.58% 1.98% 2.75% 2.23% 3.30% 2.79% 4.44% 17.05% 17.58% 18.66% 20.12% 20.82% 22.51% 23.58% 25.94% 27.39% 32.30% Betas are estimated from monthly portfolio total returns in excess of the 30-day U.S. Treasury bill total return versus the S&P 500 total returns in excess of the 30-day U.S. Treasury bill, January 1959–December 2008, January 1969–December 2008, January 1979–December 2008, and January 1989–December 2008. y Historical risk-free rate is measured by the arithmetic mean income return component of 20-year U.S. government bonds for each period. z Calculated in the context of the CAPM by multiplying the equity risk premium by beta. The equity risk premium is estimated by the arithmetic mean total return of the S&P 500 minus the arithmetic mean income return component of 20-year U.S. government bonds for each period. Source: Calculated (or derived) based on CRSP1 data, Copyright # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. Calculations performed by Duff & Phelps LLC. Used with permission. All rights reserved. E1C14 08/26/2010 Page 272 272 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL RISKS OF SMALL COMPANIES Traditionally, small companies are believed to have higher required rates of return than large companies because small companies inherently are riskier. One study found that analysts and investors have difficulty evaluating small, little-known companies and estimating traditional quantitative measures of risk. This ambiguity adds to the risk of investment and the return required to attract investors.4 However, this leaves the question of why small-stock returns have not consistently outperformed large-company stocks for various periods. The data suggest alternative views. Readers of the SBBI Yearbooks have long been aware that the small-stock premium tends to move in cycles, with periods of negative premiums followed by periods of high premiums. Periods in which small firms have outperformed large firms have generally coincided with periods of economic growth. At least one study contends that the variability in the size effect over time is predictable since large firms generally outperform small firms in adverse economic conditions. Credit conditions are exceedingly important for all firms, but especially for small firms. Small firms generally are at a disadvantage when it comes to financing, and suppliers of debt capital are less likely to lend to small firms in periods of adverse economic conditions.5 For this reason, analysts should not be astonished to find small-company stocks underperforming for lengthy periods of time. But even then, factors affecting profitability change over time. For example, since the late 1990s, many companies have faced a perceived lack of pricing power. In this type of environment, small firms are likely to be at a disadvantage.6 Exhibit 14.7 plots the annual return premium for the returns of the CRSP 10th decile compared to the 1st decile from 1982 through 2008. The overall pattern since 1982 resembles the sort of cycles seen from 1926 to 1981. In this sense, small stocks have performed in recent years much as they have always performed. Some analysts claim that the historical average size premium is greatly reduced if you exclude the period 1974 through 1983. During that time, small stocks outperformed large stocks by an extraordinary margin. It makes little sense to exclude a 10-year period from the calculation of a historical average merely because its average premium was higher than that of any other 10-year period. Advocates of the size effect can find satisfaction in the erratic performance of small-cap stocks. If you believe that small stocks are riskier than large stocks, then it follows that small stocks should not always outperform large stocks in all periods. This is true even though the expected returns are higher for small stocks. By analogy, 4 R. Olsen and G. Troughton, ‘‘Are Risk Premium Anomalies Caused by Ambiguity?’’ Financial Analysts Journal (March–April 2000): 24–31. 5 Ching-Chih Lu, ‘‘The Size Premium in the Long Run,’’ Working paper, December 2009, 28, reports on a study he conducted comparing the average market values of common equity between companies with investment-grade credit ratings and those with non-investmentgrade credit ratings for the period 1994–2008. He found that the companies with better credit ratings were 9 to 10 times larger than the size of companies with poorer credit ratings. Available at http://ssrn.com/abstract=1368705. 6 Satya Dev Pradhuman, Small-Cap Dynamics: Insights, Analysis, and Models (New York: Bloomberg Press, 2000), 23–28. 08/26/2010 Page 273 Criticisms of the Size Effect 273 40 0 -40 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 E1C14 EXHIBIT 14.7 Small-Stock Premium, 1982–2008, Small-Company Minus Large-Company Returns (Size Measured by Market Capitalization of Common Equity) Source: Calculated (or derived) based on CRSP1 data, Copyright # 2009 Center for Research in Security Prices (CRSP1), University of Chicago Booth School of Business. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. bond returns occasionally outperform stock returns, yet few would contend that over time the expected return on bonds is greater than the expected return on stocks. One market observer has written: ‘‘An important question that is not answered by the doubters of the small stock effect is why smaller capitalization stocks have had performance cycles at all.’’7 The explanations of data bias that have been offered by the doubters are not such as would give rise to the small-stock cycles that can be observed in the historical data. For instance, stock delistings may follow cyclical business conditions, giving some cyclicality to the delisting bias. Nonetheless, the smallstock premium is not strongly correlated with the business cycle. For example, during bull markets, small stocks sometimes outperform and sometimes underperform larger stocks. Moreover, the delisting effect is much too small to account for the wide swings that are evident over time in the small-stock premium. It is even more difficult to imagine how transaction costs could give rise to the observed multiyear cycles because these transaction costs are incurred with every trade, every day. Some analysts analyze small firms as equivalent to scaled-down large firms. Practitioners know that small firms have risk characteristics that differ from those of large firms. One study frames the differences in terms of options.8 Potential competitors can more easily enter the ‘‘real’’ market (market for the goods and/ or services offered to customers) of the small firm and ‘‘take’’ the value that the small firm has built. Large companies have more resources to better adjust to competition and avoid distress in economic slowdowns. Small firms undertake less research and development and spend less on advertising than large firms, giving them less control over product demand and potential competition. Small firms have fewer resources to fend off competition and redirect themselves after changes in the market occur. Those authors describe the value of the firm as (1) the value of assets in place plus (2) the present value of future growth options minus (3) an unwritten call option (a ‘‘real’’ option) on the business or the value that can be taken by 7 Richard Bernstein, Style Investing: Unique Insights into Equity Management (New York: John Wiley & Sons, 1995), 142. 8 M. S. Long and J. Zhang, ‘‘Growth Options, Unwritten Call Discounts and Valuing Small Firms,’’ EFA 2004 Maastricht Meetings Paper No. 4057, March 2004. Available at http:// ssrn.com/abstract=556203. E1C14 08/26/2010 Page 274 274 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL potential competition that can enter the market and destroy value. The value of this unwritten call option increases with volatility. But even though company size and variance of returns are highly correlated, the authors find that this unwritten call option against the value of the small firm is greater than predicted by variance alone. Those authors found a size premium and an economic basis for its existence. The Duff & Phelps Risk Premium Report—Risk Study finds that as company size decreases, measures of risk calculated from financial statement data generally increase and that the market demands a greater rate of return as company risks increase; hence the cost of equity capital for small firms is greater. In a recent study, Hou and van Dijk determined that realized stock returns are a very noisy measure of expected returns and that realized returns can deviate significantly from expected returns over prolonged periods of time. In fact, realized returns are a function of expected returns plus shocks to cash flows (actual cash flows over time may differ significantly from expected cash flows as of the date of investment) plus shocks to discount rates (actual discount rates over time may differ significantly from market consensus discount rates as of the date of investment).9 These authors found that the apparent disappearance of the size effect after the early 1980s was due to cash flow shocks. Realized returns for small companies were generally less than expected because of negative cash flow shocks. Cash flows were generally less than expected for small companies. On the other hand, realized returns for large companies were generally greater than expected because of positive cash flow shocks. Cash flows were generally greater than expected for large companies. What caused the cash flow shocks? The number of newly public firms in the United States increased dramatically in the 1980s and 1990s compared with prior periods. Simultaneously, the profitability and survival rate of the newly public firms generally declined from the profitability and survival rates for firms that became public in prior years. The authors showed that these shocks to profitability and cash flows caused the observed size premiums to be negligible in the 1980s and 1990s. They adjusted the realized returns for the cash flow shocks, and the result was that returns of small firms on a pro forma basis exceeded the returns of large firms by approximately 10% per annum, consistent with the size premium in prior periods. SHOULD THE COST OF EQUITY CAPITAL USE A CHANGING SIZE PREMIUM? Fama and French studied the composition of firms that have resulted in the greater than expected returns observed for smaller firms.10 They studied the migration of small (measured by market value) firms during the periods from 1927 to 1963 and 1963 to 2005 and found that a small percentage of successful small firms, with their market capitalization increasing due to their success, resulted in the preponderance of above-average return observed. Fama and French point out that when stocks are 9 Kewei Hou and Mathijs A. van Dijk, ‘‘Profitability Shocks and the Size Effect in the CrossSection of Expected Stock Returns,’’ Working paper, January 14, 2010. Available at http:// ssrn.com/abstract=1536804. 10 Eugene Fama and Kenneth French, ‘‘Migration,’’ Financial Analysts Journal (May–June 2007): 48–58. E1C14 08/26/2010 Page 275 Criticisms of the Size Effect 275 allocated to portfolios in one year, one does not know which stocks will change in size (a small company becoming larger due to its success). If stock prices are rational, the stock price set in one year is the best forecast of (1) the probability of changing size (i.e., succeeding) during the following year and (2) the stock price observed as a result of the success. The size (and market value) premium in average returns ‘‘are the result of rational risks of concern to investors.’’11 In another study, Lu again follows the composition of the firms that result in the size premium.12 This author concludes that despite periods in which the small-stock premium goes away, over the long term, there is evidence that the size effect is real, given a longer sample period than many critiques of the size effect use in their studies. He does find that the size premium did disappear during the 1980s and the early 1990s, but it was intact in most other periods.13 While no one can estimate which small firms will become larger firms as of a valuation date, the author finds that generally the successful firms will become large firms after two years. Small companies cannot keep their return premium once they become larger companies; otherwise, the small-stock premium will become a largestock premium. The author recognizes that practitioners who do add a size premium in developing the cost of equity capital typically do so for the entire projection period in their discounted cash flow valuations, even when the projections indicate that the expected net cash flows (and the resulting value in future periods) will cause the company to become a size that would not warrant a size premium in future years. Although the cost of equity capital for larger companies can typically be well explained by the CAPM or by one of the other asset pricing models (see Chapter 17), the author concludes that not including a size premium overvalues the currently small company. The author contends that once the projected size of the subject company increases such that it qualifies as a big company, the size premium should no longer be included in the cost of equity capital. The author endorses using a time-varying and value-varying size premium. The author finds that the size premium is more pronounced in periods of economic expansion, when yield differences between high-grade and low-grade bonds is large, and during bear markets. In these periods, investors generally move out of small company stocks into large company stocks due to the perception that large companies are less risky. Prices of small company stocks are bid down compared to large company stocks, causing returns in future periods to be greater for small company stocks than for big company stocks. We recognize that many practitioners value small companies that may never be expected to move from being a small company to becoming a large company. But for other valuations, the analyst needs to study the progression of expected net cash flows (and implied values in future periods) contained in the projections for the subject business and decide whether the recommendation of Lu to use a time-varying size premium is appropriate. 11 Eugene Fama and Kenneth French, ‘‘Migration,’’ Financial Analysts Journal (May–June 2007): 57. Available at http://ssrn.com/abstract=556203. 12 Ching-Chih Lu, ‘‘The Size Premium in the Long Run,’’ Working paper, December 2009. Available at http://ssrn.com/abstract=1368705. 13 Ching-Chih Lu, ‘‘The Size Premium in the Long Run,’’ Working paper, December 2009, 8. Available at http://ssrn.com/abstract=1368705. E1C14 08/26/2010 Page 276 276 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL RELATIONSHIP OF SIZE AND MEASURES OF RISK It has been pointed out in the financial literature that researchers may be mixing a ‘‘size’’ effect with a ‘‘risk’’ effect when measuring company size by ‘‘market value.’’ Market value is not just a function of size; it is also a function of the discount rate. Therefore, some companies will not be risky (high discount rate) because they are small but instead will be small (low market value) because they are risky. The Duff & Phelps Risk Study goes further in documenting indicators of risk in portfolios of stocks of small companies. It also goes beyond size and beta and investigates the relation between equity returns and fundamental risk measures drawn from company financial statements. In Chapter 15 on company-specific risk, we discuss the Risk Study. In one study, the authors determined that after controlling for beta risk, the size effect disappears in ‘‘up markets’’ but appears in ‘‘down markets.’’14 The size effect in down markets appears to account for the size effect across both market conditions. As recessions deepen in down markets, the assets of small companies become riskier, causing investors to require a premium for investing in the small companies. The authors determine that the size premium is correlated to the size of residuals (from beta estimates using regressions of historical returns), casting doubt on market efficiency. RELATIONSHIP OF SIZE AND LIQUIDITY Liquidity affects the cost of capital. The generalized cost of capital relationship was shown in Formula 5.1, which we repeat here: (Formula 14.1) EðRi Þ ¼ Rf þ RPi where: E(Ri) ¼ Expected return of security i Rf ¼ Risk-free rate RPi ¼ Risk premium for security i Capital market theory also assumes liquidity of investments. Many of the observations about risk and return are drawn from information for liquid investments. Investors desire liquidity and require greater returns for illiquidity. But the degree of liquidity is one of the risk factors for all investments. Any discussion of a liquidity premium, therefore, would be incomplete without accounting for underlying stock risks before considering relative liquidity. Stocks of small companies generally do not have the same level of liquidity as large-company stocks. This is a function, first and foremost, of the mix of shareholders. Many institutional investors do not own stocks in small companies because they have too much money to invest. Were they to invest as little as 1% 14 Jungshik Hur and Vivek Sharma, ‘‘Stock Market Returns and Size Premium,’’ Working paper, March 2007. E1C14 08/26/2010 Page 277 Criticisms of the Size Effect 277 of their available funds in small companies, they would be likely to ‘‘control’’ the company. Institutional investors generally want liquidity to move into and out of positions in a single firm. Therefore, one does not see the breadth of investors investing in small company stocks. Is the size premium simply the result of differences in liquidity? If one is valuing a small company, that company will never have the same breadth of shareholders as a large company, and whatever impact the relative illiquidity of small companies has on the cost of capital will carry over to any small company. A study by Chan and Ibbotson looked at the relationship of liquidity and size and determined that while they are intermingled, the size premium is separate from and affects the cost of capital, regardless of the relative illiquidity of small companies.15 They show that when one divides companies by liquidity first, small companies with low liquidity still earn a return that exceeds that of large companies with low liquidity, supporting the size premium.16 Another recent study by Abbott assesses the absolute contribution for each factor individually, as well as in combination with other factors, to form an estimate of the combined contribution of the factors considered in the model. His study investigates the relative importance of the size and liquidity risk factors. The author used the FF three-factor model (explained in Chapter 17) as the underlying cost of equity capital model and added to that model a liquidity premium factor. His results are similar to those of Chan and Ibbotson. The study results are presented in Appendix 14A. SUMMARY Despite many criticisms of the size effect, it continues to be observed in data sources that utilize the CAPM methodology. Further, observation of the size effect is consistent with an expansion of the pure CAPM. This chapter shows that if equilibrium capital asset prices are determined by a segmented model,17 small-firm effect is fully explained in a segmented market equilibrium, which explains why it persists for many years and in many countries. Since empirical evidence supports market segmentation, the abnormal returns are explained without the need to assume the existence of systematic statistical errors, market inefficiency, and so on. Studies have shown the limitations of beta as a sole measure of risk. The size premium is an empirically derived correction to the pure CAPM. The validity of the size effect also has received recognition by academics and the courts. For example, in a recent Delaware Chancery Court decision, both experts 15 Zhiwu Chan and Roger Ibbotson, ‘‘Liquidity and Valuation,’’ 2009 Ibbotson SBBI Valuation Yearbook (2009), 108–109. 16 Zhiwu Chan and Roger Ibbotson, ‘‘Liquidity and Valuation,’’ 2009 Ibbotson SBBI Valuation Yearbook (2009), 109, Table 7-17. 17 As suggested by Haim Levy, ‘‘Equilibrium in an Imperfect Market: A Constraint on the Number of Securities in a Portfolio,’’ American Economic Review (September 1978): 643– 658; and Robert C. Merton, ‘‘A Simple Model of Capital Market Equilibrium with Incomplete Information,’’ Journal of Finance (July 1987): 483–510. E1C14 08/26/2010 Page 278 278 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL applied a size premium in estimating the cost of equity capital.18 One of the experts was a noted academic. The issue was not whether it was appropriate to apply a size premium; rather, the issue was how to measure the size premium. Further applying a size premium in estimating the cost of equity capital is not just applicable for valuing a minority interest in a company, as the standard of fair value in the dispute was proportionate value of the entire company. 18 In re Sunbelt Beverage Cor. Shareholder Litigation, Consol. C.A. No. 16089-CC (January 5, 2010). E1C14 08/26/2010 Page 279 APPENDIX 14A Other Data Issues Regarding the Size Effect Seasonality Bid/Ask Bounce Bias Delisting Bias Transaction Costs Risk Factors Are Time-Varying Seasonality The ‘‘January effect’’ is the empirical observation that rates of return for small stocks have on the average tended to be higher in January than in the other months of the year. The existence of a January effect, however, does not present a challenge to the small-stock effect. This is true unless it can be established that the effect is the result of a bias in the measurement of returns. Some academics have speculated that the January effect may be due to a bias related to tax-loss selling. Investors who have experienced a loss on a security may be motivated to sell their shares shortly before the end of December. An investor makes such a sale in order to realize the loss for income tax purposes. This tendency creates a preponderance of sell orders for such shares at year-end. If this is true, then (1) there may be some temporary downward pressure on prices of these stocks, and (2) the year-end closing prices are likely to be at the bid rather than at the ask price. The prices of these stocks will then appear to recover in January when trading returns to a more balanced mix of buy and sell orders (i.e., more trading at the ask price). This appendix draws on a number of works: David King, ‘‘Do Data Biases Cause the Small Stock Premium?’’ Business Valuation Review (June 2003): 56–61; Roger Grabowski and David King, ‘‘Equity Risk Premium,’’ in The Handbook of Business Valuation and Intellectual Property Analysis Robert Reilly and Robert P. Schweihs, eds. (New York: McGraw-Hill, 2004), 3–29; and Mathijs A. van Dijk, ‘‘Is Size Dead? A Review of the Size Effect in Equity Returns,’’ Working paper, March 6, 2007. Available at http://ssrn.com/abstract=879282. The authors wish to thank Mr. King and Professor Van Dijk for their contributions to this important topic. The authors wish to thank Ashok Bhardwaj Abbott for allowing us to reproduce research results for this appendix. 279 E1C14 08/26/2010 Page 280 280 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Such ‘‘loser’’ stocks will have temporarily depressed stock prices. This creates the tendency for such companies to be pushed down in the rankings when size is measured by market value. At the same time, ‘‘winner’’ stocks may be pushed up in the rankings when size is measured by market value. Thus, portfolios composed of small-market-value companies tend to have more losers in December, with the returns in January distorted by the tax-loss selling. A recent study finds that the January returns are smaller after 1963–1979 but have reverted to levels that appear before that period.19 More important, they find that trading volume for small companies in January does not differ from other months. They conclude that the January effect continues. This argument vanishes if you use a measure other than market value (e.g., net income, total assets, or sales) to measure size; the size effect is evident in the Duff & Phelps Size Study using size measures other than market capitalization. Bid/Ask Bounce Bias There is an argument that the existence of bid/ask spread adds a bias to all stock returns. Bid/ask spreads may add a bias particularly to portfolios of less liquid (generally smaller) companies that have larger bid/ask spreads. This bias results because the movement from a bid to an ask price creates a measured rate of return that is greater in percentage value than a movement from the same ask price to the same bid price. Since trades occur randomly at either the bid or the ask, a small bias can creep into measured returns. Most studies of the small-size effect (such as those by Morningstar and Duff & Phelps) use the Center for Research in Security Prices (CRSP) database, which generally uses the closing price to measure rates of return. The closing price is either a bid or an ask. In cases where there were no trades on a given day (the most illiquid stocks with the greatest bid/ask spread), CRSP uses the average of the bid and ask price. This procedure automatically ameliorates the bias to some extent. But for thinly traded stocks, the ask is often a phantom price at which holders would like to sell. Market participants may not be offering stock, especially if they do not have long positions in the stock. This probably makes bids more realistic than asks. This bias can be most pronounced if you measure rates of return on a daily basis. Morningstar and Duff & Phelps calculate returns monthly at the portfolio level. Then they compound the portfolio returns for each 12 months of the year to get that year’s annual return. This procedure further mitigates much of the possible bid/ask bounce bias. The bid/ask bias has only a trivial impact on the observed small-stock effect. Average bid/ask spreads are less than 4% of underlying stock price for the smallest decile of the New York Stock Exchange (NYSE). Spreads of even 4% would give rise to biases in measured returns that are, at most, only a few basis points. This assumes that annual returns are being compounded from monthly portfolio results, as in the Duff & Phelps Size Study. However, the size effect is observed 19 Kathryn E. Easterday, Pradyot K. Sen, and Jens A. Stephan, ‘‘The Persistence of the Small Firm/January Effect: Is It Consistent with Investors’ Learning and Arbitrage Efforts?’’ Working paper, June 2007. Available at http://ssrn.com/abstract=1166149. E1C14 08/26/2010 Page 281 Other Data Issues Regarding the Size Effect 281 even for midsize public companies—companies for which the bid/ask spread averages less than 1.5%. Some analysts have suggested that using the geometric average of realized returns would correct for the bid/ask bounce bias. However, this argument is spurious. The difference between the higher arithmetic average and the lower geometric average does not arise from the bid/ask bounce. Geometric averages are always less than arithmetic averages due simply to the principles of mathematics. Delisting Bias A possible delisting bias exists in many studies that have used the CRSP database. The delisting bias may be due to the fact that CRSP in many (but not all) cases is missing prices for the period immediately after a stock is delisted from an exchange. This problem is not caused by a bias in the CRSP data per se because the database explicitly flags all instances of missing returns. The possible bias occurs in how these missing returns are handled when you calculate average returns for portfolios of companies. There are procedures for handling this issue effectively. When these procedures are used appropriately, the size effect still exists after the adjustment is made. Does delisting bias explain away the size effect? The evidence from the Duff & Phelps Size Study suggests otherwise. The Duff & Phelps studies have adjusted for the delisting bias in annual updates published since 1998. In fact, the adjustment for delisting makes little difference in the Duff & Phelps study results. In other words, the size effect is still present after making the delisting adjustment because companies with a history of losses (or with certain other indicators of poor financial performance) are placed in a separate high-financial-risk portfolio. Such companies are not included in any of the Duff & Phelps size-ranked portfolios. Companies with poor financial performance are much more likely to incur a performance-related delisting than are profitable companies. When Grabowski and King first started adjusting for the delisting bias, the average return on the high-financial-risk portfolio declined by about 150 basis points. However, the delisting adjustment did not materially affect the average returns on the size-ranked portfolios. Moreover, CRSP completed a multiyear project of filling in the missing delisting data. The evidence from the CRSP white paper on the subject confirms that the delisting bias has been greatly exaggerated.20 First, CRSP now has returns for the large majority of performance-related delists on the NYSE, American Stock Exchange (AMEX), and NASDAQ. The average performance-related delisting across this population reflected a loss of about 22%. Thus, the 30% loss assumed for missing returns in the Duff & Phelps studies now appears overstated. Second, CRSP compared returns on the CRSP capitalization-based portfolios under alternate assumptions about missing delisting returns. For the 10th decile of the NYSE/AMEX/NASDAQ population, the average bias created by ignoring the missing delisting returns is at most about 20 basis points (0.2%) on a compound market-weighted basis for the period 1926 to 2005. This assumes the extreme case that companies with missing delisting returns incur a 100% 20 Center for Research in Security Prices, CRSP Delisting Returns (Chicago: Center for Research in Security Prices, University of Chicago, 2001). E1C14 08/26/2010 Page 282 282 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL loss. If you assume only a 30% loss, the ‘‘bias’’ virtually disappears. This is important, because Morningstar uses the CRSP capitalization-based portfolios in deriving the size premiums. Accordingly, analysts can safely conclude that there is little bias in the Morningstar data. Transaction Costs The capital asset pricing model (CAPM) abstracts from the influence of liquidity on transaction costs. Some analysts have suggested that the size effect should be set aside because various studies have ignored transaction costs in measuring rates of return. The analysts point out that small stocks often have higher transaction costs than large stocks. In addition, the historical size premium can be greatly reduced if one makes certain assumptions about transaction costs and holding periods. However, in a discounted cash flow analysis, analysts typically use projected cash flows that do not make any adjustment for an investor’s hypothetical transaction costs. It may be that small stocks are priced in a way that increases the rates of return so as to reward investors for the costs of executing a transaction. If so, it would be a distortion to express the discount rate on a net-of-transaction-cost basis while the cash flow projections are on a before-transaction-cost basis. Academic studies support the hypotheses that illiquidity is a factor in pricing and returns of stocks and that small firms are more sensitive to market liquidity, but the illiquidity factor does not capture the size effect completely. Moreover, any reasonable adjustment for transaction costs should recognize that investors can mitigate these costs on an annual basis by holding their stocks for a longer period. In fact, investors in small companies tend to have longer holding periods than investors in large companies. For the study, Abbott built a database of daily observations spanning all listed securities for the NYSE, AMEX, and NASDAQ for January 1993 to December 2008 obtained from CRSP. This time period was selected since the reporting of trading volume was standardized across the three equity markets only in June 1992. The trading volume reported by NASDAQ before June 1992 was the aggregate of volume reported by all dealers in the security, leading to inflated counts as dealers and market makers reported each buy and sell transaction separately. Risk-free rates, market returns, and Fama French factors for size and market-value-to-book-value of equity ratio for each month were obtained.21 The securities ineligible for continued listing were deleted from the sample to avoid any delisting bias. Further, if a security traded at a price below $1 during a given month, the firm was dropped from the sample for that month to ensure consistency. Daily market values were calculated for each firm by multiplying the closing price for the day times the number of shares outstanding. The Amivest ratio, a measure of price pressure introduced by Amihud,22 was calculated for each trading day by dividing the daily absolute return by the dollar volume traded. Trading cost was estimated as the difference between the daily holding return (closing price to closing 21 Data set provided by Professor Kenneth French at http://mba.tuck.dartmouth.edu/pages/ faculty/ken.french/data_library.html. 22 Yakov Amihud, ‘‘Illiquidity and Stock Returns: Cross-Section and Time-Series Effects,’’ Journal of Financial Markets 5 (2002): 31–56 E1C14 08/26/2010 Page 283 283 Other Data Issues Regarding the Size Effect EXHIBIT 14A.1 Size and Trading Cost Impact Market Value of Equity Portfolio Average Daily Trading Cost 1- Largest companies 2 3 4 5 6 7 8 9 10-Smallest companies 0.75489% 1.07736% 1.33369% 1.67466% 2.05954% 2.50398% 3.16594% 4.13995% 5.57523% 9.67356% Source: Calculations by Ashok Abbott. # Ashok Bhardwaj Abbott, 2010. price) and the daily trading return (ask price previous day to bid price current day). The author calculated l (lambda),23 a measure of an individual stock’s liquidity, with higher levels signifying that the current order flow in the market can absorb larger volumes of trading without affecting prices. Ten portfolios were constructed at the end of each month based on the average market value of equity (see Exhibit 14A.1) and the mean l (liquidity) (see Exhibit 14A.2). Returns in the subsequent month were used to calculate the liquidity risk premium factor by subtracting the returns of the three portfolios with the greatest liquidity from the returns of the three portfolios with the least liquidity. As expected, he finds significant negative relationships between the size of the companies as measured by market value and trading cost/price impact measures. Stocks of larger firms can be traded at a lower cost and are subject to less price pressure. Trading costs and price pressure (measured as the Amivest ratio) both decline as the portfolios contain larger stocks (see Exhibit 14A.1). EXHIBIT 14A.2 Liquidity and Trading Cost Impact Liquidity (l) Portfolio 1-Most liquid companies 2 3 4 5 6 7 8 9 10- Least liquid companies Average Daily Trading Cost 1.48241% 1.82615% 2.02649% 2.15579% 2.28703% 2.47802% 2.73914% 3.03041% 3.73256% 5.60277% Source: Calculations by Ashok Abbott. # Ashok Bhardwaj Abbott, 2010. 23 Ashok Abbott, ‘‘Estimated Holding Period for Listed Securities,’’ Valuation Strategies 84 (September–October 2004). E1C14 08/26/2010 Page 284 284 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 14A.3 Size and Expected Liquidation Period for 50% of Stock (days) Market Value of Equity Portfolio Liquidation Period for 50% of Stock (days) 1- Largest companies 2 3 4 5 6 7 8 9 10- Smallest companies 524 799 745 839 840 998 1117 1484 1299 1493 Source: Calculations by Ashok Abbott. # Ashok Bhardwaj Abbott, 2010. A similar relationship is seen between liquidity and cost of trading/price impact (see Exhibit 14A.2). As stocks become more liquid, trading costs and price impact both decline (measured by Amivest ratio), as suggested by theory. At first glance, there appears to be a commonality between size based on market value and liquidity levels. The expected average liquidation period for 50% of the stock, calculated as just described, appears to decline as the market value increases (see Exhibit 14A.3). However, the relationship between size as measured by market value of equity and liquidity as measured by l is not stable across time (see Exhibit 14A.4). The level of liquidity changes over time, and the relative liquidity differentials across EXHIBIT 14A.4 Liquidity Changes across Time and Size Portfolios Year Liquidation Period for 50% of Stock (days) for Largest Companies Liquidation Period for 50% of Stock (days) for Smallest Companies 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 851 1187 745 668 491 520 563 497 439 402 456 430 325 304 187 148 3058 2836 2029 1698 1384 1006 1092 1085 1743 1720 1581 994 885 979 759 1010 Source: Calculations by Ashok Abbott. # Ashok Bhardwaj Abbott, 2010. E1C14 08/26/2010 Page 285 285 Other Data Issues Regarding the Size Effect EXHIBIT 14A.5 Changes across Time for Monthly Size and Liquidity Premiums Year Liquidity Premium Size Premium 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 0.78% 0.69% 0.07% 1.38% 1.89% 0.24% 3.04% 4.90% 1.77% 3.46% 0.49% 0.78% 0.32% 0.43% 0.23% 0.08% 0.35% 0.12% 0.46% 0.12% 0.30% 1.80% 1.09% 0.02% 1.67% 0.38% 1.70% 0.42% 0.12% 0.08% 0.68% 0.62% Source: Calculations by Ashok Abbott. # Ashok Bhardwaj Abbott, 2010. portfolios based on market value of equity also change. Therefore, size and liquidity effects are not substitutes for each other. If we examine the multifactor model size premiums and the liquidity premium calculated as before, the size premiums exhibit some interesting properties. Size premiums are calculated from buy and hold returns. When we incorporate trading costs in our analysis, the realizable returns from smaller company stocks are much less than buy and hold returns. The cost of liquidity is considerable and increases as the market value of the firm declines. Research reports that the prevailing level of liquidity has a significant role in explaining considerable differences in returns across different asset classes. As events driving the crisis of 2008–2009 have shown, episodic illiquidity when prevailing market conditions change can result in extreme changes in realizable prices. Therefore, it is important to consider prevailing market conditions specific to the time period of estimation while valuing assets and applying any premiums or discounts (see Exhibit 14A.5). Exhibit 14A.6 presents results for contribution of the size and liquidity premium when used together to estimate the returns in excess of the risk-free rate for the portfolio of the smallest market capitalization companies and the portfolio of the largest market capitalization companies, sorted by liquidity, l. As expected, Abbott found that the size premium contribution to the cost of equity capital on smaller company stocks is larger and positive. However, the liquidity premium contribution uniformly declines as the stocks become more liquid and frequently turns large and negative for more liquid stocks in each size portfolio, such that small company stocks that are very liquid in fact generate smaller returns than large company stocks that are less liquid. This result is similar to the reported results in the SBBI Yearbook analysis of the effect of liquidity on realized rates of return, which show that very E1C14 08/26/2010 Page 286 286 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 14A.6 Contribution of Market Risk, Size (as Measured by Market Value of Equity), and Liquidity Premiums to Realized Excess Returns (Portfolio 1 and 10 Results Displayed) Market Value of Equity Portfolioa 1 1 1 1 1 10 10 10 10 10 Liquidity Rank l Quintileb 1 2 3 4 5 1 2 3 4 5 Intercept Market Risk Premium Size Premium Liquidity Premium Stock Excess Returns 1.18% 2.07% 1.70% 0.02% 0.25% 4.90% 1.63% 0.30% 0.99% 1.63% 8.16% 7.45% 6.84% 6.02% 5.57% 4.26% 5.63% 5.89% 6.11% 5.82% 1.37% 0.39% 0.03% 0.08% 0.15% 5.29% 6.49% 6.42% 6.79% 5.61% 3.12% 0.43% 1.86% 2.09% 2.04% 1.57% 0.11% 0.90% 1.68% 2.42% 7.59% 6.20% 7.04% 8.05% 7.52% 3.08% 10.38% 12.91% 13.60% 12.21% a Portfolios are ranked from largest companies in Portfolio 1 (by market capitalization of equity) to the smallest companies in Portfolio 10 (by market capitalization of equity). b Companies ranked by liquidity as measured by l within each size ranked portfolio. Quintile 1 contains most liquid companies within the portfolio; quintile 5 contains the least liquid. Source: Calculations by Ashok Abbott. The full results are available from the author. #Ashok Bhardwaj Abbott, 2010. liquid small stocks may at times be generating returns lower than equally liquid larger stocks.24 This analysis shows that the impact of liquidity is systematic, significant, and incremental to the role of size in explaining realized excess returns on stocks. The author found that across all size portfolios, stocks with the greatest degree of liquidity generate the smallest returns. Risk Factors Are Time-Varying Many treat the CAPM as if beta estimates are constant over time. But considerable research indicates that betas vary considerably over time. Academic studies that allow for time-varying betas and other risk factors generally can explain some, but not all, of the size premium empirically observed. 24 SBBI 2009 Valuation Yearbook, 108–109. E1C15 08/26/2010 Page 287 CHAPTER 15 Company-specific Risk Introduction Matching Fundamental Risk and Return—Duff & Phelps Risk Study Relationship of Measures of Risk from Company Financial Statements and Returns Using the Duff & Phelps Risk Study in the Build-up Method Market Pricing of Company-specific Risk Research on Unique or Unsystematic Risk Total Beta and the Butler-Pinkerton Interpretation Cost to Cure Other Company-specific Factors Summary INTRODUCTION Company-specific risk adjustments are intended to account for company-specific factors affecting a company’s competitive position in the industry or unique characteristics that would cause investors to view that company’s risk differently than the average risk characteristics of the pure play guideline public companies to which it would be compared. Practitioners often identify company-specific characteristics that they believe would cause investors to view the cost of capital that should be applied to the expected cash flows of the subject company to differ from the cost of capital investors would apply to the expected cash flows of those pure plays. If there were sufficient pure play guideline public companies that had the same risk characteristics as the subject company such that the market priced those risk characteristics, there would be no need to make company-specific risk adjustments. However, there are often insufficient or even no pure play guideline public companies with risk characteristics matching those of the subject company. In those cases in which it is appropriate, company-specific risk adjustments can either add to the cost of equity capital or reduce the cost of equity capital. According to the pure capital asset pricing model (CAPM), unanticipated events relating specifically to a company’s risks affect a company’s expected future cash flows and should not be a component of a company’s cost of equity capital. The authors want to thank David Turney and Katherine Nierman of Duff & Phelps LLC for preparing material for this chapter. 287 E1C15 08/26/2010 Page 288 288 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL As previously stated, the cost of equity capital under pure CAPM is based on a company’s systematic risk, not a company’s specific risks. Brealey, Myers, and Allen critique the use of the company-specific risk adjustment: Managers often add fudge factors to discount rates to offset worries. . . . This sort of adjustment makes us nervous . . . the need for a discount rate adjustment usually arises because managers fail to give bad outcomes their due weight in cash flow forecasts. The managers then try to offset that mistake by adding a fudge factor to the discount rate.1 The proper estimation of beta or other systematic risk factors (e.g., downside beta as discussed in Chapter 12) should help the practitioner better match the risk and return as priced by investors with the appropriate risk and return for the subject division, reporting unit, or closely held business. In Chapter 12, we discussed research that shows that investors are much less diversified than expected, even after consideration of the efforts of investment advisors urging them to diversify. Further, many do not hold the market portfolio as predicted by pure CAPM. Based on these findings, it is reasonable to assume that investor rates of return expectations are influenced by company-specific risk factors. Many analysts are able to express qualitative reasons for company-specific risk adjustments but rarely can provide data relating those qualitative factors to actual measurements in expected return. In this chapter, we discuss research that shows that company-specific risk is priced by the market and characteristics of companies that cause the market to price company-specific risk. Another company-specific risk issue is distress. We discuss issues surrounding distress in Chapter 16. MATCHING FUNDAMENTAL RISK AND RETURN—DUFF & PHELPS RISK STUDY Practitioners typically have quantified the relationship between risk and expected return only by measuring risk in terms of beta and size. While company size is a risk factor in and of itself, Grabowski and King, original co-authors of what is now the Duff & Phelps Risk Premium Report—Risk Study, were interested in understanding whether the stock market recognized risk as measured by fundamental or accounting information. They used a database combining stock prices, number of shares, and dividend data by company from the Center for Research in Security Prices (CRSP) database, with accounting and other data from the Standard & Poor’s Compustat database, to analyze fundamental risk. Thereafter, Grabowski and King published a series of articles reporting their findings. That research relates realized equity returns (and historical realized risk premiums) directly with measures of company risk derived from accounting information. The measures of company risk derived from 1 Richard A. Brealey, Stewart C. Myers, and Franklin Allen, Principles of Corporate Finance, 8th ed. (Boston: Irwin McGraw-Hill, 2006), 225. E1C15 08/26/2010 Page 289 Company-specific Risk 289 accounting information may also be called fundamental or accounting measures of company risk to distinguish them from a stock market–based measure of equity risk such as beta. The Duff & Phelps Risk Premium Report—Risk Study annually updates this research.2 Because Grabowski and King were interested in understanding how the stock market prices the risk of established companies, the Risk Study is limited to companies with a track record of profitable performance. The company selection process is designed to parallel the process used in selecting guideline public companies when an analyst determines guideline public companies in applying the market approach. For example, assume that the analyst identifies 10 possible guideline public companies that are in the same SIC code as the subject profitable company. One criterion for selecting among the guideline public companies is to include only profitable companies. That same selection criterion was used in developing the database for the Risk Study. They use three alternative measures of company risk: 1. Operating margin (The lower the operating margin, the greater the risk.) 2. Coefficient of variation in operating margin (The greater the coefficient of variation, the greater the risk.) 3. Coefficient of variation in return on equity (The greater the coefficient of variation, the greater the risk.) The data show a clear empirical relationship between risk measures and historical rates of return and realized premiums for profitable companies. The relationship for each risk measure is divided into 25 risk-ranked portfolios, each portfolio with a different risk and return. The Duff & Phelps studies exclude certain high-financial-risk companies from the base set of companies. The 25 portfolios of the Risk Study exclude those companies with high leverage, categorized as the high-financial-risk companies. The leverage of the high-financial-risk companies is significantly greater than that of any of the other portfolios. The return data for the high-financial-risk companies are reported in separate exhibits and discussed in Chapter 16. Beginning with the Risk Premium Report 2010, the single-line high-financial-risk portfolio returns will not be displayed in the exhibits with the Risk Study 25 portfolios. To calculate realized risk premiums, Duff & Phelps first calculates an average rate of return for each portfolio over the sample period. Returns are based on dividend income plus capital appreciation and represent returns after corporate-level income taxes (but before owner-level taxes). They then subtract the average income return earned on long-term U.S. government bonds over the same period (using SBBI data) to arrive at an average realized risk premium. The Duff & Phelps Risk Study finds that as company size decreases, measures of risk calculated from financial statement data generally increase and that the market 2 This section is adapted from the Duff & Phelps Risk Premium Report 2009. Used with permission. The Risk Premium Report was published as the Standard & Poor’s Corporate Value Consulting Risk Premium Report for reports titled 2002 to 2004 and as the PricewaterhouseCoopers Risk Premium Reports and Price Waterhouse Risk Premium Reports for years before 2002. E1C15 08/26/2010 Page 290 290 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL demands a greater rate of return as company risks increase; hence the cost of equity capital for riskier firms is greater. Relationship of Measures of Risk from Company Financial Statements and Returns The Risk Study documents indicators of risk in portfolios of stocks of the same companies as the Size Study. It investigates the relation between equity returns and the three fundamental risk measures previously mentioned. A variety of academic studies have examined the relationship between financial statement data and various aspects of business risk.3 Research has shown that measures of earnings volatility can be useful in explaining credit ratings, predicting bankruptcy, and explaining the CAPM beta. The Risk Study exhibits document the relationship between the three measures of fundamental risk and realized rates of return. Exhibit 15.1 displays the relationship between operating margin and rates of return. Two of the risk measures are defined in terms of the coefficient of variation. The coefficient of variation is the standard deviation divided by the mean and measures volatility relative to the average value of the variable under consideration. Use of the coefficient of variation normalizes for differences in the magnitude of the subject variables. The Risk Study shows that the lower the operating margin, on average, the greater the return. The Risk Study shows that the greater the coefficient of variation of operating margins, on average, the greater the return. The Risk Study shows that the greater the coefficient of variation of rates of return on equity capital, on average, the greater the return. The Duff & Phelps study also documents the relationship of size and risk. For example, Exhibits 13.11 and 13.12 in Chapter 13 of this book display the relationship between two measures of size and the three measures of company risk. The exhibits present average risk measures for each of the size-ranked portfolios of companies that were used in the Size Study (e.g., Exhibits 13.7 and 13.8 in Chapter 13). While size may be considered a proxy for risk, the Risk Study investigates risk as represented by information in company financial statements. The results reported herein suggest a positive relationship; that is, the greater the risk as measured by historical accounting information, the greater the rate of return earned by equity investors. In addition, the Risk Study does document that size is correlated with these fundamental risk measures. Exhibit 13.11 displays 25 portfolios with size measured by market value of equity as displayed in Exhibit 13.7. Exhibit 13.11 shows, for each portfolio, the average historical realized premium since 1963. Also shown are five measures of risk corresponding to each portfolio: 1. Beta (calculated using the sum beta method applied to monthly returns for 1963 through the latest year) 3 A survey of the academic research can be found in Gerald White, Ashwinpaul Sondi, and Haim Fried, The Analysis and Use of Financial Statements, 3rd ed. (Hoboken, NJ: John Wiley & Sons, 2003), Chapter 18. 08/26/2010 EXHIBIT 15.1 Duff & Phelps Risk Study Source: Compiled from data from Center for Research in Security Prices. # 200902 CRSP1 Graduate School of Business, The University of Chicago used with permission. All rights reserved. www.crsp.chicagobooth.edu. Calculations by Duff & Phelps LLC. # Duff & Phelps, LLC. E1C15 Page 291 291 E1C15 08/26/2010 Page 292 292 2. 3. 4. 5. ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Unlevered sum beta Average operating margin (since 1963) Average coefficient of variation of operating margin (since 1963) Average coefficient of variation of return on book equity (since 1963) We see that the beta (both levered and unlevered) of the portfolios decreases (as expected) as market value of equity increases and that the average operating margin increases as market value of equity increases. We also see that the average coefficient of variation of operating margin and of variation of return on book equity decreases as market value of equity increases. We see that generally the three fundamental measures of risk display increasing risk as size decreases, as the historical unlevered equity risk premium increases, and as the unlevered beta increases. When company size is measured by sales or by number of employees, the Risk Study indicates that there is little differentiation in operating margin across the companies of various sizes. But the coefficient of variation of both operating margin and return on book equity indicate increasing risk as size decreases, as with other size measures. Why not just use measures of size as the measure of risk? First, certain measures of size (such as market value of equity) may be imperfect measures of the risk of a company’s operations. For example, a company with a large and stable operating margin may have a small and unstable market value of equity if it is highly leveraged. In this case, the risk of the underlying operations is low while the risk to equity is high. Second, while small size may indicate greater risk, some small companies have been able to maintain near economic monopolies by holding a geographic or market niche such that their risk is less than indicated by their size. Alternatively, while larger size (e.g., as measured by sales) may indicate less risk, some companies may be riskier than the average of companies with similar sales. For example, assume the subject company was expecting to emerge from reorganization following bankruptcy. The risk premium appropriate for this company may be more accurately imputed from the pro forma operating profit (after removing nonrecurring expenses incurred during the bankruptcy) than from its size as measured by sales (i.e., the subject company may be riskier than companies with similar sales volume). Use of fundamental accounting measures of risk allows one to assess the risk of the subject company directly. For example, if one observes that the appropriate risk premium for the subject company when measuring risk by one or more fundamental risk measures is greater than the risk premium based on size measures, this may be an appropriate measure of a company’s specific risk. Using the Duff & Phelps Risk Study in the Build-up Method As an alternative to Formula 7.1 for the build-up method, EðRi Þ ¼ Rf þ RPm þ RPs RPu , one can use the Risk Study to develop a risk premium for the subject company that measures risk in terms of the total effect of market risk, size premium, and risk attributable to the specific company. The formula then is modified to be: E1C15 08/26/2010 Page 293 293 Company-specific Risk (Formula 15.1) EðRi Þ ¼ Rf þ RPmþsþu where: RPm+s+u ¼ Risk premium for the ‘‘market’’ plus risk premium for size plus risk attributable to the specific company The risk premiums in the Risk Study are used in the build-up method and include the market risk premium and the combined subject company-specific risk premiums based on the size and profitability of the subject company. Other companyspecific risk premiums may be applicable. Three Measures of Fundamental Risk, 25 Risk Categories The Risk Study exhibits (e.g., Exhibit 15.1) report average statistics for the period since 1963. For example, in Exhibit 15.1, the statistics on returns are for the period 1963 through 2008. To estimate realized premiums, the Risk Study uses the same methodology to develop the database as in the Size Study (see Chapter 13). The Risk Study exhibits present summary data for companies ranked by various measures of risk. The measures are: & & & Operating margin (operating income divided by sales; operating income is defined as sales minus [cost of goods sold plus selling, general, and administrative expenses plus depreciation expense]) calculated as the mean operating income for the five prior years divided by the mean sales for the five prior years. For example, see Exhibit 15.1. Coefficient of variation of operating margin calculated as the standard deviation of operating margin over the prior five years divided by the mean operating margin for the same years, where operating margin is operating income as defined previously divided by sales. Coefficient of variation of return on book value of equity calculated as the standard deviation of return on book equity for the prior five years divided by the mean return on book equity for the same years (where return on book equity is net income before extraordinary items minus preferred dividends divided by book value of common equity). The Risk Study exhibits include these statistics: & & & & The median of the risk measure for the latest year (e.g., the median average operating margin for the latest five years before 2008). The reported average risk statistics in, for example, Exhibit 15.1 are calculated for portfolios grouped according to risk, independent of the size of the companies, and are not averages since 1963. They are not the same numbers as reported in, for example, Exhibit 13.11. Exhibit 13.11 reports statistics calculated for portfolios of companies grouped according to size and are averages since 1963. Log (base-10) of the median of the risk measure (use of logs indicates that changes in risk measures for portfolio to portfolio is a percentage difference). The number of companies in each portfolio in the latest year. Beta relative to the S&P 500 calculated using the sum beta method applied to monthly returns for 1963 through the latest year. E1C15 08/26/2010 Page 294 294 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL & Standard deviation of historical annual equity returns Geometric average historical equity return since 1963 Arithmetic average historical equity return since 1963 Arithmetic average realized risk premium (historical equity return over longterm U.S. government bonds) since 1963 (labeled ‘‘arithmetic risk premium’’) ‘‘Smoothed’’ average realized premium (i.e., the fitted premium from a regression with the average historical realized premium as the dependent variable and the logarithm of the average risk measure as the independent variable) (labeled ‘‘smoothed average risk premium’’) Average carrying value of preferred stock plus long-term debt (including current portion) plus notes payable (‘‘debt’’) as a percent of market value of invested capital (MVIC) since 1963 (labeled ‘‘average debt/MVIC’’) & & & & & Each exhibit shows one line of data for each of the 25 risk-ranked portfolios. The high-financial-risk statistics are drawn only from companies for which the ranking criterion (e.g., five-year-average operating margin) is available. We discuss the results for the high-financial-risk portfolio of companies in Chapter 16 and Exhibit 16.7. For comparative purposes, the exhibits include average returns from SBBI series for large companies, small companies, and long-term government bond income returns for the period 1963 through the latest year. Exhibit 15.2 displays the observed relationships for the three risk measures and the risk premiums. By each measure of risk covered in the Risk Study, the result is a clear relationship between risk and historical equity returns. The portfolios of companies with higher risk have yielded higher rates of return. In the first graph, one sees that as the median operating profit margin increases (less risk), the returns decrease. In the second graph, one sees that as the variability in the operating profit margin increases (more risk), the returns increase. In the third graph, one sees that as the variability in the return on equity increases (more risk), the returns increase. Examples The data in the Risk Study can be used as an aid in formulating estimated cost of equity capital using objective measures of the risk, including elements of company-specific risk of a subject company. In the build-up method, we want to determine a premium over the risk-free rate. The simplest approach is to use exhibits for each of the three risk characteristics and locate the portfolio whose risk is most similar to the subject company. For each guideline portfolio, the column labeled ‘‘smoothed average risk premium’’ gives an indicated historical realized premium over the risk-free rate, RPm+s+u. One can match, say, the operating margin of the subject company with the portfolio of stocks with a similar average operating margin. The smoothed premium for this portfolio can then be added to the yield on long-term U.S. government bonds as of the valuation date, resulting in a benchmark required rate of return. The smoothed average premium is a more appropriate indicator than the actual historical observation for most of the portfolio groups. Exhibits 15.3 and 15.4 illustrate the application of this method for a hypothetical company. Exhibit 15.3 shows, for a hypothetical company, the calculation of the mean (average) and standard deviation over the last five fiscal years of 08/26/2010 EXHIBIT 15.2 Duff & Phelps Risk Study: Risk Premiums for Use in Build-up Method Source: Derived from data from the Center for Research in Security Prices. # CRSP1, Center for Research in Security Prices. University of Chicago Booth School of Business used with permission. All rights reserved. www.crsp.chicagobooth.edu. Calculations by Duff & Phelps, LLC. E1C15 Page 295 295 296 2.3% 14.6% 15.8% $900 $150 16.7% 4.6% 13.3% 34.7% $820 $110 13.4% $710 $80 11.3% 2007 $800 $120 15.0% 2007 $630 $90 14.3% 2006 $850 $130 15.3% 2006 Source: Duff & Phelps Risk Premium Report 2009. Copyright 2009. Used with permission. All rights reserved. Book Value Net Income before Extraordinary Items Return on Book Equity (ROE) Standard Deviation of ROE Average ROE Coefficient of Variation 2008 Example 2: Coefficient of Variation of Return on Book Value of Equity: (Standard Deviation of ROE)/(Average of ROE) Net Sales Operating Income Operating Margin Standard Deviation of Op. Margin Average Operating Margin Coefficient of Variation 2008 $540 $40 7.4% 2005 $750 $80 10.7% 2005 Example 1: Coefficient of Variation of Operating Margin: (Standard Deviation of Operating Margin)/(Average Operating Margin) $500 $100 20.0% 2004 $900 $140 15.6% 2004 08/26/2010 EXHIBIT 15.3 Example of Calculating Risk Measures E1C15 Page 296 From Exhibit D-2 provided in the Risk Premium Report. From Exhibit D-3 provided in the Risk Premium Report. 14.6% 15.8% 34.7% Company Indicator 15.1 15.3(1) 15.3(2) Exhibit 8 14 13 Guideline Portfolio Source: Duff & Phelps Risk Premium Report 2009. Copyright 2009. Used with permission. All rights reserved. (2) (1) Operating Margin CV(Operating Margin) CV(ROE) Mean Premium over Risk-free Rate, RPm+s+u Median Premium over Risk-free Rate, RPm+s+u Risk Premiums over Risk-free Rate: Using Guideline Portfolios 7.2% 8.1% 8.1% 7.8% 8.1% RPm+s+u 08/26/2010 EXHIBIT 15.4 Example of Estimating Risk Premiums1 E1C15 Page 297 297 E1C15 08/26/2010 Page 298 298 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL operating margin and return on book value of equity (ROE). The ratio of the standard deviation to the mean is the coefficient of variation. These risk metrics can be used in conjunction with the exhibits in the Risk Study to estimate a premium over the risk-free rate. Exhibit 15.4 illustrates the procedure of estimating risk premiums. In deriving the average realized risk premiums reported in their exhibits, the Duff & Phelps studies use the SBBI income return on long-term U.S. government bonds as their measure of the historical risk-free rate; therefore, a 20-year U.S. government bond yield is the most appropriate measure of the risk-free rate for use with the reported premiums in developing an indicated cost of equity capital. If one’s estimate of the ERP for the S&P 500 on a forward-looking basis were materially different from the average historical realized premium since 1963, it may be reasonable to assume that the other historical portfolio returns reported here would differ on a forward-looking basis by approximately a similar differential. For example, at the end of 2008, the average realized premium since 1963 for large company stocks equaled 3.84% (see the bottom of Exhibit 15.1). This is the historic market risk premium, RPm, inherent in the Risk Study exhibits for use in the build-up method as of that date. The risk premiums displayed in the Size Study exhibits for the build-up method equal RPm+s+u, as shown in Formula 15.1 (RPm plus RPs plus RPu). Assume that one’s estimate of the ERP at the end of 2008 is equal to 6% rather than the realized risk premium for the market since 1963 of 3.84%. That is, one’s forward-looking ERP is greater than the historical risk premium since 1963. That difference (2.2% ¼ 6% minus 3.84%) can be added to the average risk premium, RPm+s+u, for the portfolio (observed or smoothed) that matches the risk of the subject company to arrive at an adjusted forward-looking risk premium for the subject company (matching the forward-looking ERP estimate). Then this forward-looking risk premium can be added to the risk-free rate as of the valuation date to estimate an appropriate cost of equity capital for the subject company. Let us use the data from Exhibit 15.4 to estimate the cost of equity capital. Assume a risk-free rate as of the valuation date of 4.5%. The Risk Study would indicate the cost of equity capital ranging from 13.9% (4.5% risk-free rate plus 7.2% risk premium from Exhibit 15.4 plus 2.2% adjustment for the difference between the estimated ERP of 6% and the realized risk premium of 3.84% for the period 1963 through 2008) to 14.8% (4.5% risk-free rate plus 8.1% risk premium from Exhibit 15.4 plus 2.2% adjustment for ERP estimate). This result is before consideration of and further estimate of any additional RPu, the risk premium attributable to other specific company factors. Other Considerations The historical average debt/MVIC ratio does not appear to be strongly correlated with either the level or the volatility of the operating margin. This suggests that leverage does not explain the greater returns of the riskier portfolios. The companies that are riskier according to accounting information (operating margins and coefficients of variation) have also exhibited greater risk according to stock market–based risk statistics (betas and standard deviations of annual returns). E1C15 08/26/2010 Page 299 Company-specific Risk 299 The Risk Study data should not be used in isolation from other considerations about the subject company, its industry, and the general economic environment. For instance, a wholesale distributor might have thin operating margins compared with the average company on the New York Stock Exchange, yet those margins might exhibit unusually low variation due to a particularly strong position in a stable market niche. Alternatively, a company’s variation of operating income (calculated in the manner used in the study) might be uncharacteristically high due to an unusual event several years in the past. Appropriate knowledge of the company and its industry would give useful guidance in reconciling the historical realized premiums reported in the Risk Study and the historical realized premiums reported in the Size Study for portfolios of companies ranked by size. As already stated, size can be an important consideration in determining an appropriate cost of equity capital. The use of a portfolio’s average realized rate of return to calculate a discount rate is based (in part) on the implicit assumption that the risks of the subject company are quantitatively similar to the risks of the average company in the subject portfolio. If the risks of the subject company differ materially from the average company in the subject portfolio, then an appropriate discount rate may be lower (or higher) than a return derived from the average premium for a given portfolio. The data reported in the exhibits where risk statistics are reported for each size category (e.g., Exhibits 13.11 and 13.12) may be helpful in making such a determination. MARKET PRICING OF COMPANY-SPECIFIC RISK Researchers often study the factors priced by the market in order to better understand the market’s pricing of the relationship of risk and return. For example, Ri may be a function of various factors with Bi,j being the sensitivity of observed returns to a particular factor. Generalizing the possible relationships we can repeat Formula 12.2: (Formula 15.2) Ri ¼ Rf þ Bi;m RPm þ Bi;S Si þ Bi;BV BV i þ Bi;u Ui þ . . . þ ei where: Ri ¼ Realized return for stock i Rf ¼ Risk-free rate of return Bi,m ¼ Sensitivity of return of stock i to the market risk premium or ERP RPm ¼ ERP Bi,s ¼ Sensitivity of return of stock i to a measure of size, S, of company i Si ¼ Measure of size of company i RPi,s ¼ Bi,s Si ¼ Risk premium for size of company i Bi,BV ¼ Sensitivity of return of stock i to a measure of book value (typically, measure of book value to market value) of stock of company i BVi ¼ Measure of book value (or book value to market value) of stock of company i RPi,BV ¼ Bi,BV BVi ¼ Risk premium for book value of company i Bi,u ¼ Sensitivity of return of stock i to a measure of unique or unsystematic risk of company i E1C15 08/26/2010 Page 300 300 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Ui ¼ Measure of unique or unsystematic risk of company i RPi,u ¼ Bi,u Ui ¼ Risk premium for unique or unsystematic risk of company i . . . ¼ Other factors ei ¼ Error term, difference between predicted return and realized return. Unsystematic risk (often called idiosyncratic risk in the academic literature) is generally defined by researchers as the realized returns that remain unexplained by the specified characteristics. In Formula 15.2, the unsystematic risk would be defined as the error term, es . The question for researchers is ‘‘do expected returns vary as the error terms change’’ in prior periods? Not being able to quantify expected returns, researchers ask if realized returns in period n are greater for companies with larger error terms in period n–1. If so, what characteristics cause the error terms to be greater or lesser for a given company? Research on Unique or Unsystematic Risk Unsystematic volatility of returns on stocks has increased over the past 40 years compared to volatility explained by market risk. This increase has been linked to an increase in the fundamental volatility of firms’ earnings, cash flows, and sales.4 But is unsystematic risk priced by the market? That is, do firms with greater unsystematic risk earn higher returns (possibly the theory of higher-beta stocks earning higher returns)? Studies suggest that at least for small companies (size measured by market capitalization), returns are a function of more than simply beta. The studies on unsystematic risk generally show that the market appears to price unsystematic risk for small firms, or at least unsystematic risk and firm size as measured by market value of equity are interrelated.5 What could be the tie between unsystematic volatility and small firms? Two researchers examined unsystematic risk in portfolios of firms grouped by market value of equity and length of public listing (used as a proxy for age) using data from August 1963 to December 2001. They found that unsystematic volatilities of small firms (market capitalization below the median market capitalization of all issues: approximately 3% of total market capitalization in 1962–1969 and 1% in 2000–2001) were positive predictors of stock returns (and are unlike volatilities of bigger, older, and newer firms). They found that size is a significant predictor of returns primarily because it is a proxy for entrepreneurial risk.6 4 5 6 Paul J. Irvine and Jeffrey Pontiff, ‘‘Idiosyncratic Return Volatility, Cash Flows, and Product Market Competition,’’ Working paper, March 2005, Available at http://ssrn.com/ abstract=1359528. For example, see Burton G. Malkiel and Yexiao Xu, ‘‘Risk and Return Revisited,’’ Journal of Portfolio Management (Spring 1997): 9–14; Burton G. Malkiel and Yexiao Xu, ‘‘Idiosyncratic Risk and Security Returns,’’ Working paper, May 2004, Available at http://ssrn. com/abstract=255303. Shivaram Rajgopal and Mohan Venkatachalam, ‘‘Financial Reporting Quality and Idiosycratic Return Volatility over the Last Four Decades,’’ Working paper, September 29, 2008, Available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=650081&rec=1& srcabs=896102. E1C15 08/26/2010 Page 301 Company-specific Risk 301 In a further study using data from the London Stock Exchange from 1979 through 2003, researchers found that valuing unsystematic volatility of small companies (measured by market capitalization) is a predictor of returns for stocks of small companies (and insignificant as a predictor of returns for stocks of large companies).7 In still another study, the authors found that time-varying unsystematic or company-specific risk can explain the difference in returns among stocks in the United States and in the United Kingdom over time.8 However, not all studies have been supportive of the theory that the market prices unsystematic volatility. For example, in another study the authors found no statistical significance of unsystematic volatility in predicting stock prices across both small and large company stocks (measured by market capitalization).9 The same study found no statistical relationship between unsystematic risk and realized returns. That study measured unsystematic risk in terms of residuals from the FF three-factor model, not the pure CAPM.10 The FF three-factor model controls for size and other differences among the firms. But another study found a strong link between implied unsystematic volatility derived from options (for companies with traded stock options) and future stock returns for those same companies. Those authors point out that the problem with most studies is that they measure unsystematic volatility by examining historical realized volatilities. These researchers found that historical realized volatilities do not explain future returns of individual stocks when the pricing model includes implied unsystematic volatility. They found that the market prices the following factors: company size, relative book-value-to-market-value of equity, and implied forward unsystematic risk of individual companies. They found that companies with greater implied forward unsystematic risk realized greater stock returns and companies with lower implied forward unsystematic risk realized smaller stock returns.11 The studies we cite in Chapter 12 suggest that investors in general are much less diversified than predicted by the pure CAPM, and that the difference from the theoretical world assumed by the pure CAPM could cause more than market (systematic) risk to be priced by the market. While researchers investigating whether unsystematic risk is priced by the market generally state that such a phenomenon would be consistent with lack of perfect diversification, the majority of studies that 7 8 9 10 11 Timotheos Angelidis and Nikolaos Tessaromatis, ‘‘Equity Returns and Idiosyncratic Volatility: UK Evidence,’’ Working paper, June 2, 2005, Available at http://ssrn.com/abstract= 733906. Note: Idiosyncratic risk is measured as residual from FF three-factor model. Xiafei Li, Chris Brooks, and Joelle Miffre, ‘‘The Value Premium and Time-Varying Volatility,’’ Working paper, March 13, 2009, Available at http://ssrn.com/abstract=983905. Turan G. Bali and Nusret Cakici, ‘‘Idiosyncratic Volatility and the Cross-Section of Expected Returns,’’ Journal of Financial and Quantitative Analysis (forthcoming). Note: Idiosyncratic risk is measured as residual from FF three-factor model. Turan G. Bali and Nusret Cakici, ‘‘Idiosyncratic Volatility and the Cross-Section of Expected Returns,’’ Journal of Financial and Quantitative Analysis (forthcoming). Dean Diavatopoulos, James S. Doran, and David R. Peterson, ‘‘The Information Content in Implied Idiosyncratic Volatility and the Cross-Section of Stock Returns: Evidence from the Option Markets,’’ Journal of Futures Markets 28 (November 2008): 1013–1039. E1C15 08/26/2010 Page 302 302 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL actually investigate the causes for unsystematic risk to be priced by the market look at the informational content of unsystematic risk, not the level of diversification, to explain why the market prices company-specific risk. In one study, the authors investigated the inefficiency of the stock market in pricing companies that are small and less visible (i.e., followed by few or no analysts) such that they can be considered neglected by investors.12 They found that stock market prices of these firms adjust to news only slowly. They also found that their stock prices are volatile. For the most neglected companies, the authors found that company-specific risk is priced by the market. This finding is separate from, though partly related to, the size and lack of liquidity effects.13 In another study, the authors found that there is a relationship between information quality, beta estimation, and the cost of capital. As information quality improves, the cost of capital decreases.14 Other studies examine the relationship between firm-specific information, unsystematic risk, and the cost of capital.15 These studies found that unsystematic risk and the cost of capital vary with the quality of information. Is there meaningful information about risk of an investment in the error term of the regression used to estimate beta? That is, if one looks at the error in estimating beta over a look-back period, is there information in the magnitude of the errors? One study found that firms with large beta estimation errors are characterized by low-quality earnings, low persistence of earnings, low predictability of earnings, and high volatility of returns. Firms with large beta estimation errors are fundamentally weak. The results of the study support the view that the reliability of the beta estimate is an indicator of the uncertainty found by investors. This uncertainty is caused by investors receiving low-quality information and/or fundamental weakness in cash flows, making it more difficult for investors to evaluate firm information. This leads to high firm-specific uncertainty associated with firm fundamentals.16 Further, the amount of firm-specific uncertainty about fundamentals is a crucial determinant of the level of the reliability of the beta estimate.17 12 13 14 15 16 17 Kewei Hou and Tobias Moskowitz, ‘‘Market Frictions, Price Delay, and the Cross-Section of Expected Returns,’’ Review of Financial Studies 18(3) (2005): 981–1020. The lack of visibility to investors has been identified as an important factor leading public companies to becoming closely held. See Hamid Mehran and Stavros Peristiani, ‘‘Financial Visibility and the Decision to Go Private,’’ Review of Financial Studies 23(2) (2000): 519– 547. Chris Armstrong, Sneehal Banerjee, and Carlos Corona, ‘‘Information Quality and the Cross-Section of Expected Returns,’’ Working paper, November 2009, Available at http:// ssrn.com/abstract=1300100. Philip G. Berger, Huafeng Chen, and Feng Li, ‘‘Firm Specific Information and Cost of Equity Capital,’’ Working paper, January 6, 2006, Available at http://ssrn.com/ abstract=906152. Siew Hong Teoh, Yong Yang, and Yinglei Zhang, ‘‘R-Square and Market Efficiency,’’ Working paper, July 30, 2009, Available at http://ssrn.com/abstract=926948. Siew Hong Teoh, Yong Yang, and Yinglei Zhang, ‘‘R-Square and Market Efficiency,’’ Working paper, July 30, 2009, 6, Available at http://ssrn.com/abstract=926948. E1C15 08/26/2010 Page 303 Company-specific Risk 303 In another study, the authors found that errors in earnings forecasts play an important role in the pricing of unsystematic risk and how that relationship changes through the business cycle. Firms tend to underestimate the growth rates in earnings during the expansion phase of the business cycle and tend to overestimate the growth rate in earnings during recessions. The tendency is for the underestimation to be more frequent and small while the overestimates are infrequent and large. This is borne out with the finding that firms with high volatility or high unsystematic risk realized greater returns following good news and realized low returns following bad news.18 However, we must also consider the results of what may be the most complete study to date. The authors, Paul Brockman, Maria Gabriela Schutte, and Wayne Yu, studied unsystematic risk premiums using observations from individual stocks in 44 stock markets from 1980 to 2007.19 This study differs from most of the prior studies because they looked at unsystematic risk of individual company stocks, not portfolios of stocks. They found that stocks with greater unsystematic risk realize greater returns. The authors eliminated stocks with infrequent trades and the smallest companies so the measurement of unsystematic risk is not biased high by zero return observations. They found that unsystematic risk is time-varying. They use advanced models to account for the conditional unsystematic volatility given prior period unsystematic volatilities.20 They measured the unsystematic risk difference across individual firm stocks, taking into account market risk, company size, book-value-tomarket-value of equity ratio, and certain trading and liquidity variables. They found that as expected unsystematic risk increases, expected returns increase. The authors then investigated whether the unsystematic risk premium is greater in certain countries. After controlling for volatility of firm cash flows, they found that the unsystematic risk effect increases in countries and at times when trading costs and information costs are high. These quantitative studies complement a qualitative assessment of the strengths, weaknesses, opportunities, and threats of the subject company compared to its peers by matching the subject company to the guideline public companies with comparable (not identical) strengths, weaknesses, opportunities, and threats relative to their peers. For example, in one study the authors found that companies that are unionized generally experience higher costs of capital. They found that powerful unions can 18 19 20 See for example, X. Frank Zhang, ‘‘Information Uncertainty and Stock Returns,’’ Journal of Finance 61(2) (February 2006): 105–137; and Tony Berrada and Julien Hugonnier, ‘‘Incomplete Information, Idiosyncratic Volatility and Stock Returns,’’ Working paper, January 9, 2009. Available at http://ssrn.com/abstract=1326840. Paul Brockman, Maria Gabriela Schutte, and Wayne Yu, ‘‘Is Idiosyncratic Risk Priced? The International Evidence,’’ Working paper, July 2009. Available at http://ssrn.com/ abstract=1364530. Note: Idiosyncratic risk is measured as residual from an extension of a FF three-factor model. The authors use an exponential general autoregressive conditional heteroskedasticity model that considers the current period error term to be a function of previous time period error terms. Autoregressive conditional heteroskedasticity models allow the joint modeling of variances and expected returns. E1C15 08/26/2010 Page 304 304 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL negatively influence a firm’s flexibility by making wages sticky and layoffs costly and can make firm restructuring (e.g., plant closings) more costly.21 We conclude that the study of the market’s pricing of unsystematic risk is still in its development stages22 and the reasons why the market prices unsystematic risk are not certain.23 But we also conclude that there is sufficient evidence that companyspecific risk factors are priced by the market. Total Beta and the Butler-Pinkerton Interpretation Over the past few years, the topic of total beta has received considerable attention. For example, it was a major topic of discussion at the 2009 Advanced Business Valuation Conference of the American Society of Appraisers. We believe that there is much confusion about the topic. Accordingly, we have tried to organize the discussion and highlight the issues. Total Beta and Total Risk Some authors have postulated that it is appropriate to adjust pure CAPM when considering the rate of return appropriate for an undiversified investor. The studies we summarized in Chapter 12 indicated that investors in general are less diversified than predicted by the pure CAPM, suggesting that this deviation from the assumptions of the pure CAPM could cause the market to price unsystematic (company-specific) risk. Studies discussed previously suggest that at least for small companies (size measured by market capitalization), rates of return are a function of more than beta and include the pricing of company-specific risk factors. One method for quantifying the risk taken on by an undiversified investor that has been promulgated by some authors is called total beta. Total beta is an alternative risk measure equal to the standard deviation of total returns expected for a stock divided by the standard deviation of total returns expected for the market portfolio. Practitioners promulgating total beta generally use the standard deviation of realized returns over a look-back period as an estimate of expected future returns for the subject stock and the market portfolio.24 21 22 23 24 Huafeng (Jason) Chen, Marcin Kacperczyk, and Hernan Ortiz-Molina, ‘‘Labor Unions, Operating Flexibility, and the Cost of Equity,’’ Journal of Financial and Quantitative Analysis (forthcoming). One study questions whether all of the results finding that idiosyncratic risk is priced are simply the result of the occurrence of zero returns, which causes unsystematic risks to be larger. If so, the observed market pricing is really a function of liquidity. See Yufeng Han and David Lesmond, ‘‘Idiosyncratic Volatility and Liquidity Costs,’’ Working paper, March 18, 2009. Available at http://ssrn.com/abstract=1363888. Stocks with high unsystematic risk appear to earn a greater return in the same month, and then that greater return reverses in the following month. See Fangjian Fu, ‘‘Idiosyncratic Risk and the Cross-Section of Expected Returns,’’ Journal of Financial Economics (January 2009): 24–37. For example, see Aswath Damodaran, Damodaran on Valuation: Security Analysis for Investment and Corporate Finance, 2nd ed. (New York: John Wiley & Sons, 2006): 58–59; Peter Butler and Keith Pinkerton, ‘‘Company-Specific Risk—A Different Paradigm: A New Benchmark,’’ Business Valuation Review (Spring 2006): 22–28. E1C15 08/26/2010 Page 305 305 Company-specific Risk One author describes the analysis as measuring the opportunity cost to a ‘‘venturer’’ (the investor who holds an illiquid asset and cannot freely allocate wealth in a classic CAPM fashion between the market portfolio and the risk-free asset; such a venturer could be an entrepreneur in a start-up firm, an employee holding stock or stock options in the employer firm, or an investor in an asset with high transaction costs); that author contrasts this analysis with that of a classic ‘‘investor’’ (who holds a diversified portfolio of assets). 25 The venturer must then assess whether the opportunity cost for holding such an investment adequately compensates the venturer vis-a-vis that same venturer making an investment in a classic diversified investment. For example, assume that the standard deviation of the excess returns for a pure play guideline public company ¼ 39.621% (annualized standard deviation of returns over a look-back period equal to 60 months) and the standard deviation of the excess returns on the market portfolio over that same look-back period equals 12.860% (annualized standard deviation of returns).26 We can calculate total beta: (Formula 15.3) TBi ¼ ðs i =s m Þ where: TBi ¼ Total beta for security i s i ¼ Standard deviation of returns for security i s m ¼ Standard deviation of returns for the market Applying the sample data we get: TB ¼ 0:39621=0:12860 ¼ 3:081 One can also estimate total beta in a less direct fashion by taking a beta estimate calculated over a look-back period divided by R, the correlation of the regression used to estimate beta (i.e., R, not R2). Some proponents of total beta believe it can be used to estimate the opportunity cost for an undiversified investor as follows: (Formula 15.4) E Ri;j ¼ Rf þ TBi RPm where: E(Ri,j) ¼ Expected rate of return on security i for undiversified investor j Rf ¼ Rate of return available on a risk-free security as of the valuation date TBi ¼ ðs i =s m Þ RPm ¼ General equity risk premium for the market 25 26 Gerald Garvey, ‘‘What Is an Acceptable Rate of Return for an Undiversified Investor?’’ Working paper, September 2001. Available at http://ssrn.com/abstract=281432. Data from Exhibit 10.2 for TIBCO Software (Symbol: TIBX). E1C15 08/26/2010 Page 306 306 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Two proponents of total beta for use in estimating the cost of equity capital for closely held businesses, Butler and Pinkerton (Butler-Pinkerton), contend that total beta is a ‘‘pure measure of the relative volatility’’ between an individual asset and the market and that, unlike the market risk measure, beta, does not require consideration of the correlated relative volatility (i.e., sensitivity) of the subject stock to the market as a whole.27 But consider that the variability of any stock is in part a function of its market risk. The measures total beta and beta are related. If we examine the relationship of return and risk as implied from the empirical index model (Formula 12.1 discussed in Chapter 12), we get the following relationships of realized returns for stock i to the realized risk of those returns: (Formula 15.5) Total Return ¼ Risk-free rate þ Return due to unique risk þ Return due to Market risk þ Random error Return : Ri ¼ Rf þ þ Bi Rm Rf Risk : s 2i ¼ s 2rf þ B2i þ 2 R m Rf ai þ ei þ s 2e;i s 2a;i The risk of stock i in the index model (the empirical form of CAPM) is its total variance of returns. Substituting the definition for the risk of stock i from Formula 15.5 and the definition of beta (Formula 8.2), we get the following expanded definition of total beta: (Formula 15.6) h 2 i:5 TBi ¼ s 2rf þ s 2a;i þ s 2e;i þ ðcovðRi ; Rm Þ=varðRm ÞÞ2 Rm Rf =s m Formula 15.6 implies that unless the covariance between the returns on stock i and the market equals zero, total beta is a function of beta.28 The issues confronting an analyst considering adopting the total beta approach for estimating total cost of equity capital are: & 27 28 This interpretation of total beta as the risk measure in estimating total returns is based on the premise that most owners of private businesses are completely undiversified and, therefore, the cost of equity capital of the private business should include that extra amount due to the owner being undiversified. This leads to the unreasonable position that there are at least two costs of capital for Peter Butler and Keith Pinkerton, ‘‘There Is a New ‘Beta’ in Town and It’s Not Called Total Beta for Nothing!’’ Business Valuation Update 15(3) (March 2009): 7, 10. Larry Kasper, ‘‘Anomalous Findings from the Butler Pinkerton Model for Company Specific Risk Premiums,’’ Presented at the 2009 Advanced Business Valuation Conference of the American Society of Appraisers: 18. E1C15 08/26/2010 Page 307 Company-specific Risk & & 307 a business—the cost of capital for investors who are the pool of likely buyers who are likely to be diversified (for whom in theory only market or beta risk matters) and the cost of equity capital to the current owner who is completely undiversified (for whom both market risk and unsystematic risk matter).29 How can a company estimate its cost of capital if it needs to guess if the pool of likely buyers is diversified? Using total beta to estimate the cost of equity capital determines investment value (the value to a particular investor), not fair market value or fair value for financial reporting. The total cost of equity derived from total beta may not be consistent with the definitions of fair market value or fair value.30 Businesses and interests in businesses (any asset) sell in various markets made up of pools of likely buyers. The marginal investors in the pool of likely buyers set the market price. No market, other than possibly the pool of buyers for the smallest businesses, is comprised of fully undiversified investors. As the more diversified buyer is likely to pay a higher price, the value of the business and business interests in most cases must be greater than their value determined using total beta. Of course, if one were estimating the risk for a very small company where the pool of willing buyers were probably less diversified investors, it is doubtful that any public company would be a reasonable guideline company for such small companies. Risk of an investment and its fair market value must be developed based on the risks (and pricing) perceived by investors who comprise the pool of likely buyers for the subject asset—not based on the diversification or nondiversification of the current owner.31 As we noted in Chapter 1, ‘‘The cost of capital is a function of the 29 30 31 Larry Kasper, ‘‘Fallacies of the Butler-Pinkerton Model and the Diversification Argument,’’ Value Examiner (January–February 2010): 8–20. For example, the standard of value for U.S. federal income tax purposes is fair market value, which has been framed over the years by countless court cases. Fair market value is defined as the price that a willing buyer would pay a willing seller, both having reasonable knowledge of all of the relevant facts and neither being under compulsion to buy or to sell. See United States v. Cartwright, 411 U.S. 546, 551, 36 L. Ed. 2d 528, 93 S. Ct. 1713 (1973); [17] 1.170A-1(c)(2), Income Tax Regs. Some important implications are as follows: (1) The willing buyer and the willing seller are hypothetical persons, rather than specific individuals or entities, and the peculiar characteristics of these hypothetical persons are not necessarily the same as the individual characteristics of an actual seller or an actual buyer. See Estate of Bright v. United States, 658 F.2d 999, 1005-1006 (5th Cir. 1981); (2) the hypothetical willing buyer and willing seller are presumed to be dedicated to achieving the maximum economic advantage. See Estate of Newhouse v. Commissioner, supra at 218; (3) the hypothetical sale should not be constructed in a vacuum isolated from actual facts that affect value. See Estate of Andrews v. Commissioner, supra at 956; (4) the fair market value of property should reflect the highest and best use to which the property could be put on the date of valuation. See Stanley Works & Subs. v. Commissioner, 87 T. C. 389, 400 (1986). One may want to analyze the impact on the cost of equity capital (change in beta) as the possible diversification of the pool of willing buyers varies. See Tony van Zijl, ‘‘Beta Loss. Beta Quotient: Comment,’’ Journal of Portfolio Management 11(4) (Summer 1985): 75–78. E1C15 08/26/2010 Page 308 308 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL investment, not the investor.’’32 The cost of capital should reflect the risk of the investment, not the cost of funds to a particular investor. But assume that one uses total beta to estimate the cost of equity capital for a small company for which the pool of willing buyers are generally less diversified. Does the total cost of equity capital estimate using total beta include an embedded discount for lack of marketability (discussed in Chapter 27 for partial interests and Chapter 28 for entire companies) because total beta purports to capture total risk? This conclusion would be consistent with the conclusions of one paper.33 Perhaps the value implied using total beta for the cost of equity capital should not be reduced by the discount for lack of marketability. Total Beta and Inferring Company-specific Risk From the total cost of equity, Formula 15.4, Butler and Pinkerton (Butler-Pinkerton) contend that one can infer the company-specific risk premium for a closely held business using Formula 15.4 in conjunction with Formula 8.5, the expanded CAPM formula, and get the following: (Formula 15.7) RPu ¼ ½TBi Bi ðRPm Þ RPS where: RPS ¼ Risk premium for small company size RPu ¼ Risk premium attributable to the specific company risk factors (u stands for unique or unsystematic risk) RPu is a residual percentage. According to Butler-Pinkerton, all of the variances in the rates of return not attributed to either the beta or the size premium are attributable to company-specific risk. For example, assuming that Rf ¼ 4.5%, RPm ¼ 6.0%, and TBi ¼ 3.081, we get: E Ri;j ¼ 4:5% þ 3:081 6:0% ¼ 23% ðroundedÞ: Further assuming that Bi ¼ 1.77 and RPs ¼ 1.62% (premium over CAPM from 7th decile of Exhibit 13.1, which we are using as the size premium, given the market capitalization of equity of the subject company), we get: RPu ¼ ð3:081 1:77Þ 6:0 1:62% ¼ 6:25% As the cost of equity capital using beta and the size premium equals 16.7%,34 RPu adds 37% to the expected return derived from CAPM plus a size premium. 32 33 34 Roger Ibbotson, Ibbotson Associates Cost of Capital Workshop, 1999. McConaughy and Covrig, ‘‘Owners’ Lack of Diversification and Cost of Equity Capital for Closely Held Firm,’’ Business Valuation Review (Winter 2007). Using formula E(Ri) ¼ Rf þ Bi (RPm) þ RPS, we get: 4.5% þ 1.77 6% þ 1.62 ¼ 16.7% (rounded). E1C15 08/26/2010 Page 309 Company-specific Risk 309 Does such a measure capture the factors that cause company-specific risk? If one thoroughly analyzes the risk factors of guideline public companies, the estimate of company-specific risk premium should reflect the market’s pricing of these risks.35 However, as in any use of guideline public companies as proxies, the ability to determine a reasonable RPu is dependent on the availability of similar companies and on the thoroughness of the analysis. The issues confronting an analyst considering adopting the Butler-Pinkerton approach for estimating company-specific risk are: & & & & As RPu is a residual, it reflects the impact of many risk factors specific to each public company. One must analyze each public company’s returns over an extended period to determine the impact of these factors. There may be too many factors or too few guideline companies as potential proxy companies to do a meaningful analysis. As RPu is an aggregate, the risk premium associated with specific risk factors that the subject company has in common with the guideline company can only be determined subjectively. The calculated RPu is a function of the beta estimate. Beta estimates using lookback methods are subject to estimation error, as we explained in Chapter 10. Therefore, company-specific risk estimates derived from beta estimates are also subject to estimation error. Ascribing beta estimation error to company-specific risk estimates confuses the company-specific risk estimate. Is the measure beta estimation error, company-specific risk, or lack of diversification risk? Using the total beta of an investment and deriving an estimate for companyspecific risk based on the relationship RPu ¼ ½TB B RPm RPs quantifies two risks simultaneously: company-specific risk and lack of diversification risk of the venturer. The central problem of using the total beta of guideline public companies or the Butler-Pinkerton interpretation to estimate company-specific risk and develop the cost of equity capital for a closely held company is that both are based on a myriad of unknown factors with unknown effects on the cost of equity capital. As we discussed earlier, researchers do find that public stock returns reflect unsystematic risk as well as systematic risk. Empirical studies of company-specific risk, RPu, based their analyses of error terms, ei, using formulas similar to Formula 15.2: Ri ¼ Rf þ Bi;m RPm þ Bi;S Si þ Bi;BV BV i þ Bi;u Ui þ . . . þ ei That is, RPu is independent of [b RPm]. Researchers define residuals of the regression equation as unsystematic risk and then look for specific factors that explain the magnitude of associated rates return based on the magnitude of the error terms, ei. The explained unsystematic risk is independent of the systematic risk. These results represent the market’s pricing of company-specific risk. These 35 Larry Kasper, ‘‘The Butler Pinkerton Model for Company-Specific Risk Premium— Critique,’’ Business Valuation Review (Winter 2008): 233–243; ‘‘Total Beta: The Missing Piece of the Cost of Capital Puzzle—A Reply,’’ Valuation Strategies (November–December 2009): 12–19, 48. E1C15 08/26/2010 Page 310 310 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL observations can be consistent with the pure CAPM for investors who are not fully diversified. No researcher studying whether the market prices unsystematic risk or the magnitude of that pricing has used EðRi Þ ¼ Rf þ ½Tb RPm . Just because total beta represents a relative relationship of risk does not mean it provides a functional relationship of the market’s pricing of expected return.36 To the extent that Formula 15.8 is used to estimate company-specific risk, it combines the company-specific risk and the risk to a completely nondiversified investor, not necessarily the market’s pricing of company-specific risk either for publicly traded companies or for closely held companies. In conclusion, as one practitioner summarized: Professors Damodaran and Tofallis, Mr. Butler and Mr. Pinkerton are performing a service for business valuation. They are helping move the debate from questioning the use of the CSRP to determining its size. Nevertheless, the Butler-Pinkerton Model is not the answer. We need better quantitative techniques in determining CSRP’s components and their magnitude.37 COST TO CURE One way to account for company-specific risk is to estimate the cost to cure that risk. For example, if a company-specific risk is reliant on a key salesperson for a large amount of sales, then the cost of buying life insurance sufficient to reimburse the company for the possible loss of that person due to death is one measure of the cost to cure that risk. Another company-specific risk that may be accounted for by estimating the cost to cure is potential environmental cleanup costs. One can estimate the probability-weighted costs of remediation, given the possibility that a cleanup will be required and the possible timing of a required cleanup. Applying an adjustment for company-specific risk using the cost to cure is completely consistent with capital market theories, as these are adjustments to the expected cash flows. OTHER COMPANY-SPECIFIC FACTORS Other factors specific to a particular company that affect risk could include, for example: & & & & 36 37 Concentration of customer base Key person dependence Key supplier dependence Abnormal present or pending competition See the discussion in Sarah von Helfenstein, ‘‘Revisiting Total Beta,’’ Business Valuation Review (forthcoming). M. Mark Lee, ‘‘Determining the Company Specific Risk Premium: Beta, Total Beta and the Butler-Pinkerton Calculator,’’ Business Valuation Review (forthcoming). E1C15 08/26/2010 Page 311 Company-specific Risk & & & 311 Pending regulatory changes Pending lawsuits A wide variety of other possible specific factors Investors in closely held businesses also face a degree of information risk different from public companies. Public companies file audited financial statements and disclosures with the Securities and Exchange Commission. Closely held businesses may not have audited financial statements and may lack good internal controls needed to properly report financial results. Because the size premium tends to reflect some factors of this type, analysts should adjust further only for specific items that are truly unique to the subject company. Analysts must be careful not to include any adjustment for risk factors that may be included in other adjustments. SUMMARY Quantifying company-specific risk is one of the most controversial and elusive areas of business valuation. As Chancellor Strine stated: Much more heretical to CAPM, however, the build-up method typically incorporates heavy dollops of what is called ‘‘company-specific risk,’’ the very sort of unsystematic risk that the CAPM believes is not rewarded by the capital markets and should not be considered in calculating a cost of capital. The calculation of a company specific risk is highly subjective and often is justified as a way of taking into account competitive and other factors that endanger the subject company’s ability to achieve its projected cash flows. In other words, it is often a back-door method of reducing estimated cash flows rather than adjusting them directly. To judges, the company specific risk premium often seems like the device experts employ to bring their final results into line with their clients’ objectives, when other valuation inputs fail to do the trick. . . . [Petitioners’ expert’s] own analysis also contains a subjective specific risk premium of 2%, the quantification of which cannot be explained by reference to objective factors. . . . 38 We have identified several sources of data that will assist the analyst in this most difficult task. The Duff & Phelps Risk Study provides quantitative data for one to analyze the company-specific risk of the subject company. Users of cost of capital data should make themselves aware of updates of this and similar studies to incorporate the latest current quantitative data on measuring company-specific risk in cost of capital estimates, whether using build-up models, CAPM, or other cost of equity models. Closely held businesses often suffer from poor information quality. For example, investors may find that the financial statements are not audited or even reviewed 38 Delaware Open MRI Radiology Associates, P.A. v. Howard B. Kessler et al. (Court of Chancery of State of Delaware, Cons C.A. No. 275-N). E1C15 08/26/2010 Page 312 312 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL or, in fact, may not even exist. This poor information quality will cause the cost of capital to be greater due to these company-specific risk factors. Finally, we caution that the analyst should avoid a double counting because the size premium may already reflect some of the company-specific risks. Thus the company-specific risk premium should be used judiciously. E1C16 08/26/2010 Page 313 CHAPTER 16 Distressed Businesses Introduction What Is Distress? Valuing Firms in Distress Changing Capital Structure Adjusted Present Value Option Valuation Bankruptcy Prediction Models Accounting-Ratio-based Models Market-based Models Comparing the Models Cost of Capital for Distressed Firms WACC Considerations Cost of Equity Capital Considerations Valuing Companies Emerging from Bankruptcy Duff & Phelps Risk Study—High-Financial-Risk Companies Additional Information on Company Risk Relevering Beta for a Highly Leveraged Company Cost of Distress Summary Additional Readings Technical Supplement Chapter 7: Cost of Capital and the Valuation of Worthless Stock INTRODUCTION The standard cost of equity capital models (e.g., CAPM) and standard application of a discounted cash flow analysis assume the business continues as a going concern. However, a company may be distressed. What is distress? While there is no universal definition, one paper defines an industry as distressed if the median sales growth of pure play firms in an industry is negative and the median stock return is 30%.1 1 T. C. Opler and S. Titman, ‘‘Financial Distress and Corporate Performance,’’ Journal of Finance 49(3) (July 1994): 1015–1040. 313 E1C16 08/26/2010 Page 314 314 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL The distressed company’s underlying operating business may be struggling from operational or economic distress. Optimal distress may manifest itself as a loss of competitiveness, sales revenue may be declining, market share may have been lost, or costs of labor and materials may be increasing while the business is unable to increase prices, causing margins to deteriorate. Financial distress may be present if a company’s debt level may be too high relative to its current operating earnings (financial distress). When the company’s debt level is too high, it may suffer commercial costs of financial distress. For example, suppliers may lose confidence and cease offering short-term, favorable payment terms and may eventually require payment on delivery or even in advance; customers may panic and switch in whole or in part to safer suppliers; the best employees may leave for other jobs; and management spends inordinate time working with creditors rather than on business operations. In addition, there are the cash costs of legal and advisory services exploring restructuring options. The value of the business in the case of either operational or financial distress may be negatively affected, and such distress will probably increase the cost of capital. We are also hampered in quantifying the true impact of financial distress on the cost of equity capital because the commonly used formulas for unlevering and relevering betas (and, therefore, capturing the effect of financial risk) are based on modest levels of debt financing and, therefore, cannot adequately capture the impact on the cost of equity capital as levels of debt and distress increase. In this chapter, we first discuss the valuation approaches commonly employed in valuing companies in distress. Valuations of distressed companies occur in two general cases. First, an analyst may be asked to value the common equity capital of a company that exhibits signs of distress. If public, the common stock price will probably have started to decline relative to the market over some period of time. In these circumstances, the analyst needs to consider the cost of capital, given the existing capital structure. Second, the analyst may be asked to value the underlying business or businesses owned by a company that is near declaring or has already declared bankruptcy. In these circumstances, the analyst needs to consider the cost of capital without regard to the existing capital structure. But the business may still be suffering from distress, even though the analyst is ignoring the pre-bankruptcy-filing capital structure. We discuss both valuation exercises in our book Cost of Capital in Litigation (John Wiley & Sons). WHAT IS DISTRESS? Analysts often categorize distress into financial distress and operational distress. A company whose equity and debt values reflect the potential or probability of default or liquidation scenarios is considered to be operating under financial distress. Financial distress is typically a result of a high debt burden, coupled with difficulties in accessing capital markets. Investment decisions become distorted because of debt overhang, including distressed asset fire sales. The equity and debt market values should reflect the analyst’s views and weighting of going E1C16 08/26/2010 Page 315 Distressed Businesses 315 concern and default scenarios. Default scenarios could include, for example, the inability to pay current interest expense obligations or the inability to refinance current debt obligations, resulting in the need to sell a portion of operating assets. Rating downgrades, non-investment-grade debt, and high market yields on debt are all indicators that the market is weighing the potential impact of distress scenarios. Management spends much of its time talking to creditors and to legal and financial advisors about reorganization and refinancing plans, instead of running the business. A company does not need to be in or near bankruptcy to be considered under financial distress. Financial distress can also lead to operational distress. Operational distress typically occurs in periods of significant economic downturn. Other nonrecurring events may also lead to operational distress, such as the loss of a major lawsuit or a regulatory injunction, for example. While this is not an exhaustive list, the following situations may be indicators of operational distress: & & & & & & The company is unable to pay its suppliers on a timely basis, potentially leading to supply shortages or disruptions. The refusal by certain suppliers to service the company, again causing supply disruptions. Manufacturing facilities are operating at a significantly low level of capacity utilization. High employee turnover, leading to operational disruptions. Impaired ability to do business due to customers’ concerns for parts, service and warranty interruptions, or cancellations if the firm files for bankruptcy. The loss of key customers due to concerns about supply reliability, in terms of both quality and delivery times. VALUING FIRMS IN DISTRESS Assume that the subject company is distressed and its capital structure contains too much debt. What is the value of the common equity?2 There are at least three widely used methods for valuing common equity in cases where the company is in distress (i.e., given the existing capital structure): & & & Value the enterprise with a changing capital structure over time Value the enterprise using the adjusted present value (APV) method Value equity as an option on the business enterprise Changing Capital Structure Applying this method, one values the enterprise and subtracts the debt outstanding as of the balance sheet date. In valuing the enterprise with a changing capital structure over time, you begin with the terminal value and work in reverse. One analyzes normalized net cash flows that could be expected, assuming that the company is able 2 For purposes of these discussions, we will assume that the company capital structure consists of one class of interest-bearing debt and common equity. E1C16 08/26/2010 Page 316 316 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL to survive and is able to pay off its outstanding debt over time, reducing its distress (e.g., the terminal period net cash flows reflecting normalization of business operations and/or an amount reflective of industry average profit margins and industry average debt to equity capital structure). This results in a terminal value for the business as if it were no longer in distress. During the transition period from the current distressed state of operations to normalized operations (a period that varies, depending on the level of current distress and economic and industry conditions), one projects detailed cash flows. The cost of capital components change over time, as does the weighted average of the overall cost of capital. During the near-term years, the business may not be able to realize the tax deductions from interest expense, and the WACC during those years should be calculated without tax affecting the cost of the debt component. & & The cost of debt capital is reduced as debt is paid down and the credit rating improves. The cost of equity capital is reduced as financial distress is reduced. Chapter 6 of the Cost of Capital: Applications and Examples, 4th ed. Workbook and Technical Supplement displays and discusses a comprehensive example of estimating the value of the enterprise with a changing capital structure, including the impact on the cost of equity capital as leverage changes over time. Adjusted Present Value The APV method is discussed in Chapter 18. The general formulation of the APV method of valuation is:3 (Formula 16.1) PV ¼ Present Value of Unlevered Business Enterprise þ Present Value of Benefits Net of the Costs of Debt Financing þ Other Adjustments The net cash flows of the unlevered business enterprise (assuming no debt) are discounted at the unlevered cost of equity capital, keu, which is calculated using the following formula (assuming we are basing our discount rate on CAPM): (Formula 16.2) keu ¼ Rf þ BU ðRPm Þ þ RPs RPu where: 3 keu ¼ Cost of unlevered equity capital Rf ¼ Rate of return available on a risk-free security as of the valuation date BU ¼ Unlevered beta RPm ¼ General equity risk premium for the market Marianne DeMario and Anthony Fazzone, ‘‘The Adjusted Present Value: An Alternative Approach to the Effect of Debt on Business Value,’’ Business Valuation Update (December 2006): 1–4. E1C16 08/26/2010 Page 317 317 Distressed Businesses RPs ¼ Risk premium for small size RPu ¼ Risk premium attributable to the specific company (u stands for unique or unsystematic risk) The APV method has been touted as more flexible than a traditional DCF analysis in that it can be applied when debt capital is not assumed to be a constant percentage of the enterprise value, as is the assumption underlying the commonly used formulation of the WACC. For example, if the assumption that the amount of debt at valuation date is paid down over a scheduled repayment process, the APV method can easily accommodate that analysis. The formulation of the APV method for valuation of a distressed company is: (Formula 16.3) PV ¼ PV keu þ PV ts PV dc where: PV ¼ Present value of net cash flows PV keu ¼ Present value of net cash flows using unlevered cost of equity capital, keu, as the discount rate PVts ¼ Present value of tax shield due to interest expense on debt capital PVdc ¼ Present value of net distress-related costs The tax shield is the present value of the income tax savings due to the deduction of interest expense. Typically in a distressed situation, the interest expense on outstanding debt exceeds the taxable income in the current and near-term years. The present value of the tax shield should reflect the timing when tax deductions are first being realized in future years. The net distress-related costs should reflect the negative impact on the operations of the business (e.g., payments to retain personnel, cost of paying cash upon delivery of goods instead of payment in accordance with regular trade terms) and should reflect the net tax savings due to the carryback and carryforward of net operating loss deductions. We discuss the quantification of the costs of distress later. Option Valuation There are a number of widely used and accepted approaches to estimate the fair market value of equity in a highly leveraged capital structure. A probabilistic model is the most appropriate valuation method when the expected payoff function is nonlinear, as is the case with highly leveraged equity. Types of probabilistic models include the Black-Scholes option pricing model, probability weighted expected outcome, lattice, and Monte Carlo simulation. The selection of an appropriate valuation methodology is based on facts and circumstances. Black and Scholes4 note that all ownership claims, such as common stock, corporate bonds, or warrants, can be viewed as combinations of simple option contracts. For example, equity holders have the equivalent of an option to buy the assets of the company, given they first repay the debt holders. The value of equity can be 4 Fischer Black and Myron Scholes, ‘‘The Pricing of Options and Corporate Liabilities,’’ Journal of Political Economy (May 1973): 637–654. E1C16 08/26/2010 Page 318 318 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Payoff on equity Value of option X Business Enterprise Value EXHIBIT 16.1 Value of a Call Option viewed as the value of a call option on the company’s assets, with an exercise price equal to the face value of debt. The value of debt represents the risk-free right of debt holders to receive the return of their lent monies and accrued interest, minus the value of default risk. In other words, the value of debt can be viewed as a risk-free bond minus the value of a put option on the assets. The value of equity as a call option is the price a hypothetical buyer would pay for the possibility that the value of the business enterprise, FMVBE,0, will exceed the face value of debt (Fd or ‘‘X’’ on the graph in Exhibit 16.1) over a specified future horizon. This can be depicted as in Exhibit 16.1. The bold line represents the intrinsic value (or payoff) from a call option at time T. When the business enterprise value, FMVBE,0, is less than the face value of debt (i.e., FMVBE,0 < Fd), the equity holder will let the option expire worthless, that is, default on the debt. When the BEV is greater than the face value of debt (i.e., FMVBE,0 > Fd), the equity holder will exercise the option, that is, repay the debt holders and own the assets. This same diagram also illustrates the value of a call option in relation to its intrinsic value. Viewing equity as a call option is more significant when the FMVBE,0 is approximately equal to the face value of debt. When near the money, the value of a call option is the farthest above intrinsic value and, therefore, the value of optionality is the greatest. When deep out of the money or deep in the money, the value of a call option is closer to intrinsic value. We can estimate the fair market value of equity as a call option based on a few input assumptions. The option method indicates the fair market value of equity at time 0 based on the asset volatility of the business enterprise. In Chapter 11, we provide guidance on unlevering equity volatilities, and the unlevered equity volatility is equal to the unlevered volatility of the business assets. If the subject company is public, the equity volatility can be estimated either from the observed volatility of the subject company stock over a look-back period or from the implied volatility from the subject company’s traded options. If the subject company is not public, then the equity volatility can be estimated either from the observed volatilities of guideline public (i.e., comparable) companies over a look-back period or from the implied volatilities from the guideline companies’ traded options. E1C16 08/26/2010 Page 319 319 Distressed Businesses The basic Black-Scholes call option equation is as follows: (Formula 16.4) R ðniÞ FMV e;0 ¼ FMV BE;0 N ðd1 Þ Fd f where: N ðd2 Þ FMVe,0 ¼ Fair market value of equity at time ¼ 0 FMVBE,0 ¼ Fair market value of business enterprise value at time ¼ 0 N () ¼ Cumulative normal density function (the area under the normal probability distribution) FMV BE;0 FMV BE;0 1 2 log þ s log ð n i Þ þ R þ Rf ðn iÞ f Fd Fd 2 pffiffiffiffiffiffiffiffiffiffi pffiffiffiffiffiffiffiffiffiffi ¼ d1 ¼ s ni s ni pffiffiffiffiffiffiffiffiffiffi 1 þ2s n i Fd ¼ Face value of outstanding debt Rf ¼ Risk-free rate n i ¼ Time to maturity of debt or time to a liquidating event from period i to period n s BE ¼ Standard deviation of the value of the business enterprise pffiffiffiffiffiffiffiffiffiffi d2 ¼ d 1 s n i For a discussion of the cumulative normal density function, see the Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement, Appendix III. We also display an example of using the Black-Scholes model in valuing a distressed business in the Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement, Chapter 7. BANKRUPTCY PREDICTION MODELS Bankruptcy is the ultimate indication of distress. Bankruptcy prediction models can assist the analyst in estimating the degree of severity of the business distress. There are two broad categories of models for assessing the probability of bankruptcy: accounting-ratio-based models and market-based models. The most famous of the accounting-ratio-based models is the Altman z-score.5 The Altman model relies mostly on information obtained from company financial statements. Market-based models generally are built upon the work of Merton. These models generally use a company’s ratio of debt to equity and the estimate of the asset volatility of the company to predict the probability of default on debt, often referred to as the distance to default. 5 E. I. Altman, ‘‘Financial Ratios, Discriminant Analysis and the Prediction of Corporate Bankruptcy,’’ Journal of Finance 23(4) (September 1968): 589–609; ‘‘Predicting Financial Distress of Companies: Revisiting the Z-Score and Zeta Models’’ (July 2000); ‘‘Revisiting Credit Scoring Models in a Basel 2 Environment,’’ Credit Ratings, Methodologies, Rationale and Default Risk (Fall 2002). E1C16 08/26/2010 Page 320 320 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL There are also hybrid models that combine accounting-based information and market-based information.6 Accounting-Ratio-Based Models The original z-score model was developed from a study of manufacturers, some of which had gone bankrupt and others that remained going concerns. Altman employed multiple discriminant analysis as his statistical tool to find the linear combination of characteristics that best discriminated between the bankrupt and nonbankrupt firms. From the original list of 22 possible ratios, 5 were selected as providing the best combined prediction of bankruptcy. The following is the z-score model for public companies: (Formula 16.5) z ¼ 1:2x1 þ 1:4x2 þ 3:3x3 þ 0:6x4 þ 0:999x5 where: z ¼ Overall index x1 ¼ Working capital/total assets x2 ¼ Retained earnings/total assets x3 ¼ Earnings before interest and income taxes/total assets x4 ¼ Market value of common equity/book value of total liabilities x5 ¼ Sales/total assets The ‘‘zones of discrimination’’ are as follows: & & & z > 2.99 ¼ safe zone 1.8 < z < 2.99 ¼ gray zone z < 1.80 ¼ distress zone Altman subsequently tested the z-score model. As stock prices increased, the average z-score increased. But he still found that a z < 1.80 as a realistic cutoff of the probability of bankruptcy.7 Altman’s tests have shown that the model is an accurate forecaster of bankruptcy up to two years prior to distress but that the accuracy diminishes substantially as the lead time increases. But closely held companies do not have observations of market value of common equity. Altman did an alternative analysis of the data, substituting book value of equity for market value of equity. The formula for z0 -score is as follows: 6 For example, Ming-Yuan Leon Li and Peter Miu, ‘‘A Hybrid Bankruptcy Prediction Model with Dynamic Loadings on Accounting-Ratio-Based and Market-Based Information: A Binary Quantile Regression Approach,’’ Working paper, April 2009. Available at http:// ssrn.com/abstract=1506656. 7 Ming-Yuan Leon Li and Peter Miu, ‘‘A Hybrid Bankruptcy Prediction Model with Dynamic Loadings on Accounting-Ratio-Based and Market-Based Information: A Binary Quantile Regression Approach,’’ 17. Working paper, April 2009. Available at http://ssrn.com/ abstract=1506656. E1C16 08/26/2010 Page 321 321 Distressed Businesses (Formula 16.6) z0 ¼ 0:717x1 þ 0:847x2 þ 3:107x3 þ 0:420x4 þ 0:998x5 where: z0 ¼ Overall index x1 ¼ Net working capital/total assets x2 ¼ Retained earnings/total assets x3 ¼ Earnings before interest and income taxes/total assets x4 ¼ Book value of common equity/book value of total liabilities x5 ¼ Sales/total assets The zones of discrimination are as follows: & & & z0 > 2.90 ¼ safe zone 1.23 < z0 < 2.90 ¼ gray zone z0 < 1.23 ¼ distress zone To adapt the model to nonmanufacturers, Altman did an alternative analysis of the data without variable x5, sales/total assets. The formula for z00 -score is as follows: (Formula 16.7) z00 ¼ 6:56x1 þ 3:26x2 þ 6:72x3 þ 1:05x4 where: z00 ¼ Overall index x1 ¼ Net working capital/total assets x2 ¼ Retained earnings/total assets x3 ¼ Earnings before interest and income taxes/total assets x4 ¼ Book value of common equity/book value of total liabilities The zones of discrimination are as follows: & & & z00 > 2.60 ¼ safe zone 1.1 < z00 < 2.60 ¼ gray zone z00 < 1.1 ¼ distress zone Altman later collaborated in developing a new model, the Zeta1 model, designed to increase the accuracy of predicting bankruptcy up to five years before bankruptcy happens.8 That model is proprietary and therefore we have not included this formula in the text. Another accounting-ratio-based model was developed by Ohlson.9 The formula for the O-score is as follows: 8 Edward I. Altman, R. Haldeman, and P. Narayanan, ‘‘ZETA Analysis: A New Model to Identify Bankruptcy Risk of Corporations,’’ Journal of Banking and Finance (June 1977). 9 James Ohlson, ‘‘Financial Ratios and Probabilistic Prediction of Bankruptcy,’’ Journal of Accounting Research 19 (1980): 109–131. E1C16 08/26/2010 Page 322 322 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL (Formula 16.8) O-score ¼ 1:32 0:407o1 þ 6:03o2 1:43o3 þ 0:08o4 2:37o5 1:83o6 þ 0:285o7 1:72o8 0:52o9 where: o1 ¼ Total assets, inflation adjusted o2 ¼ Total liabilities/total assets o3 ¼ Net working capital/total assets o4 ¼ Current liabilities/current assets o5 ¼ Net income/total assets o6 ¼ Earnings before interest, income taxes, depreciation, amortization/total liabilities o7 ¼ 1 if net income was negative for the last two years, zero otherwise o8 ¼ 1 if book value of equity is negative, zero otherwise o9 ¼ Change in net income (net income net income 1)/Absolute value of (net income þ net income 1) To transform the O-score into a bankruptcy probability, we use Formula 16.9: (Formula 16.9) Probability of default10 ¼ Exp½O-score=ð1 þ Exp½O-scoreÞ A more recent study updated the coefficients of the Altman z-score model and the Ohlson O-score model and tested the reliability of the updated models. Those authors found that the original z-score model was superior to the updated z-score model but that the updated O-score model was superior to the original O-score model.11 Morningstar recently introduced the Morningstar Solvency Score, an accountingratio-based metric for predicting bankruptcy.12 Market-Based Models The market-based models are generally derivations of the Black-Scholes option pricing model as adjusted by Merton. This class of market-based model is often called a Black-Scholes-Merton model. The underlying assumption of the model is that all available information is reflected in the stock price. Adjustments have been made to the basic Black-Scholes-Merton model, for example, to account for the fact that 10 The function ex is called the exponential function, and its inverse is the natural logarithm, or logarithm to base e. The number e is also commonly defined as the base of the natural logarithm. See discussion in Appendix III of Cost of Capital: Applications and Examples, 4th ed. Workbook and Technical Supplement. The Appendix appears on the companion John Wiley & Sons web site. 11 ‘‘Stephen A. Hillegeist, Elizabeth Keating, Donald Cram, and Kyle Lundstedt, ‘‘Assessing the Probability of Bankruptcy,’’ Review of Accounting Studies 9(1) (March 2004): 5–34. 12 Warren Miller, ‘‘Introducing the Morningstar Solvency Score, A Bankruptcy Prediction Model,’’ Working paper, December 2009. Available at http://ssrn.com/abstract=1516762. E1C16 08/26/2010 Page 323 323 Distressed Businesses dividends are accrued to owners of common equity, whereas in the option pricing models no dividends are accrued.13 Under the market-based model, the probability of bankruptcy is the probability that the market value of the assets of the firm (i.e., the business enterprise) will be less than the face value of debt. The most common formulation of a market-based model is called the distance to default. The general formulation of this model is shown in Formula 16.10. The formula expresses the probability of the value of the equity turning negative at time T measured from today, time ¼ 0. Assuming that the value of the company’s business enterprise (value of all of its assets) at time ¼ T, FMVBE,T, follows a normal distribution with a mean equal to its business enterprise value (value of all of its assets) at time ¼ 0, FMVBE,0, and a standard deviation equal to s, the distance to default can be estimated using Formula 16.10. (Formula 16.10) Probability FMV e;T <¼ 0 ¼ N ðd3 Þ where: FMVe,T ¼ Fair market value of equity at time ¼ T FMVe,0 ¼ Fair market value of equity at time ¼ 0 N (*) ¼ Cumulative normaldensity function d3 ¼ FMV BE;0 Fd =s ¼ FMV e;0 =s and the other variables as defined before. Of course, the assumption that the value of the company’s enterprise follow a normal distribution is probably flawed. Moody’s has a proprietary model, referred to as the KMV Expected Default Frequency credit measure, which provides a quantitative assessment of the credit risk of publicly traded companies. It is an estimate of default probability using a distance-to-default model. It is based on the relationships between the market value of the company’s equity and the market value of its assets and the volatility of the business’s assets and the volatility of the company’s equity. Recent studies have looked at bond spreads and bond ratings as predictors of default.14 Interestingly, bond spreads and bond ratings are not perfect substitutes, as the correlation between spreads and ratings is only 0.45. These authors found that adding credit spread to the market-based model is an important additional factor in improving the prediction of default. They also found that equity returns increase with credit spreads. Comparing the Models Periodic studies are conducted examining whether accounting-ratio-based models or market-based models have been superior in predicting bankruptcy. 13 Warren Miller, ‘‘Introducing the Morningstar Solvency Score, A Bankruptcy Prediction Model,’’ Working paper, December 2009. Available at http://ssrn.com/abstract=1516762. 14 Deniz Anginer and Celim Yildizhan, ‘‘Is There a Distress Risk Anomaly? Corporate Bond Spread as a Proxy for Default Risk,’’ Working paper, November 2009. Available at http:// ssrn.com/abstract=1344745. E1C16 08/26/2010 Page 324 324 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL One study compared the Altman z-score model, the Ohlsen O-score model, and a Black-Scholes-Merton market-based model, as well as other market-based data. They found that the Black-Scholes-Merton model provides relatively more information than either of the accounting-ratio-based models used individually or together. However, the accounting-ratio models do provide incremental information, improving on the predictive reliability of the Black-Scholes-Merton model. They also found that added market information (e.g., size measured by market capitalization) can add to the predictive reliability.15 One study found that accounting-ratio-based models have suffered a slight decline in predictive accuracy, but when combined with market-based information, the decline is very small.16 In another study, the authors examined the information provided by credit ratings and their ability to predict default. They found that a failure score model (a linear combination of accounting-based and market-based measures of financial distress) is much better at predicting default up to two years before default than simple reliance on credit ratings. There are wide variances in measures of distress for companies in any given credit rating category. Adding credit ratings to a failure score model increases its accuracy.17 In another study, the authors found that the variation among firm credit ratings is not well explained by either accounting-ratio-based or market-based models.18 Morningstar conducted two studies of bankruptcy prediction models. In the first study, it found the market-based distance-to-default model to be superior as a predictor of bankruptcy to the accounting-ratio-based Altman z-score, though the distance-to-default model generated less stable ratings than the z-score.19 The second study compared its Morningstar Solvency Score with the Altman z-score and a distance-to-default model. They found the Solvency Score superior to the other models within one year of bankruptcy.20 15 ‘‘Stephen A. Hillegeist, Elizabeth Keating, Donald Cram, and Kyle Lundstedt, ‘‘Assessing the Probability of Bankruptcy,’’ Review of Accounting Studies 9(1) (March 2004): 5–34. 16 William H. Beaver, Maureen McNichols, and Jung-Wu Rhie, ‘‘Have Financial Statements Become Less Informative? Evidence from the Ability of Financial Ratios to Predict Bankruptcy,’’ Working paper, May 2008. Available at http://ssrn.com/abstract=634921. 17 Jens Hilscher and Mungo Wilson, ‘‘Credit Ratings and Credit Risk,’’ Working paper, November 2009. Available at http://ssrn.com/abstract=1474863. 18 Alexander Charkou, Evgeny Chigrinov, and Toma Mchedlishvili, ‘‘Assessing Probability of Bankruptcy: Comparing Accounting and Black-Scoles-Merton models’’ (Advanced Finance Master Thesis, University of Gothenburg School of Business, Economics and Law, Spring 2006). This paper has an excellent summary of the models. 19 Warren Miller, ‘‘Comparing Models of Corporate Bankruptcy Prediction: Distance to Default vs, z-score,’’ Working paper, July 2009. Available at http://ssrn.com/abstract= 1461704. 20 Warren Miller, ‘‘Introducing the Morningstar Solvency Score, A Bankruptcy Prediction Metric,’’ Working paper, December 2009. Available at http://ssrn.com/abstract=1516762. E1C16 08/26/2010 Page 325 Distressed Businesses 325 COST OF CAPITAL FOR DISTRESSED FIRMS In estimating cost of equity capital for distressed companies, the typically used relationships do not hold, and the analyst must be aware of the issues making the estimation process particularly difficult. WACC Considerations When a company is in distress, the valuation of its debt capital and the quantification of the present value of the tax shield become complex exercises. In Chapter 6, we discussed considerations for estimating appropriate market yields and valuing debt. For example, one needs to consider the type of debt instrument, the level of seniority, and the type of loan covenants or bond indentures of the security being valued. Adding to this complexity, both bank loans and bonds can be either privately placed or publicly traded. Secondary trading of bonds is a well established and fairly active marketplace, while the secondary loan market is not as liquid. During recessions or financially distressed environments, we believe that many public debt securities trade at a significant discount to par. Before the 2008–2010 credit crisis, certain entities were able to issue debt instruments featuring very few covenants and other protections for bank lenders and bondholders, and at rates that did not fully compensate the holders for that lack of protection. During the 2008–2010 credit crisis, many publicly traded debt securities, with disadvantageous terms to the holders, were trading at deep discounts because of their subordinate position in the capital structure (or lack of protection) and not necessarily because of underlying operational difficulties within the business itself. Further, uncertainty around the depth and length of the credit crisis and economic recession, with an accompanying flight to quality, led to significant liquidity constraints and deeply discounted pricing of debt instruments. As we are writing this book, prices of debt securities have recovered significantly since the depth of the crisis, thereby reducing credit spreads of investment-grade and speculative instruments relative to government debt. However, the crisis demonstrated that investors had not fully reflected these risks in the pricing of these debt instruments. This financial crisis has highlighted a number of issues, including the fact that the traditional assumption of considering market value of debt equivalent to its book or par value is no longer valid in many analyses. Any discussion of the relationship between the book or par value of debt and market value of debt should be structured around the formulations in the literature for valuing a levered business enterprise as depicted in Exhibit 11.1, reproduced in part here as Exhibit 16.2. The tax shield is the reduction of the cost of debt capital due to the tax deductibility of interest expense on debt capital. In the first formulation, cost of debt capital is measured after the tax effect (kd) as the value of the tax deduction on interest payment reduces the cost of debt capital. This formulation uses as the discount rate the WACC. It is applied to net after-tax (but before interest) net cash flows of the business enterprise. E1C16 08/26/2010 Page 326 326 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 16.2 Value of a Levered Business Enterprise (BE) Formulation 1 Value of Levered BE ¼ Value of Levered Assets Formulation 2 Value of the Levered BE ¼ Value of the Unlevered Assets þ Present Value of Tax Shield In the second formulation, the cost of debt capital is measured prior to the tax effect (kd(pt)) as the value of the tax deduction on the interest payments equals the value of the tax shield. In the first formulation, you attach value to the assets of the business based on their being partially financed with debt capital. In the second formulation, you attach value to the assets of the business as if they were financed with all equity capital, and then the tax shield is valued separately. In the second formulation, the tax savings due to interest deductions are directly valued as a cash flow. Therefore, the discount rate is the weighted pretax cost of debt capital and the cost of equity capital components (pre-interest tax shield weighted average cost of capital). It is applied to the net after-tax (but before interest) net cash flows of the firm and the cash flows due to the tax shield. For example, during normal economic periods, the following relationship generally holds (referring to Exhibit 16.2): $180 ¼ unlevered value of assets þ 20 ¼ tax shield $200 $100 ¼ debt at market þ 100 ¼ equity at market $200 Here the market value of debt equals the book value of debt (i.e., the contract interest rate on debt equals the market interest rate on debt plus likelihood of collecting interest and principal when due is certain) and the tax shield equals the present value of tax savings due to interest deductions calculated at the pretax cost of debt (hypothetically equal to approximately 20% of the par value of debt). Assume that the company’s debt capacity indicated the debt was rated Baa and the interest rate reflects that rating. Now assume that we entered a period of distress (say the crisis of 2008–2010) and the market value of debt and equity declined as follows: $140 ¼ unlevered value of assets þ 10 ¼ tax shield $150 What happened? $80 ¼ debt at market þ 70 ¼ equity at market $150 E1C16 08/26/2010 Page 327 327 Distressed Businesses As a result of entering a period of distress, expected cash flows for the business decline. The value of the business without consideration of debt declined in the hands of the current owner (that is the underlying basis that drives market values of debt and equity). Cash flows in the near term are expected to decline and, in fact, result in losses. The tax shield is reduced because tax savings due to interest expenses are not going to be realized while the company is losing money (net of the impact of tax loss carrybacks). The equity declined because the unlevered value of the assets has declined (i.e., the expected cash flows have declined, and the variability of the cash flows has increased, resulting in a higher discount rate and a lower present value of the cash flows without regard to debt) and the present value of the tax shield (a benefit to the equity) has also declined. Bondholders in this scenario now realize that there is a greater risk of realizing interest payments when they are due. They may still expect to ultimately receive their $100 principal repayment in the future but not necessarily when contractually due. In addition, bondholders now anticipate that there will be costs if bankruptcy were to occur, even if they believe they will ultimately receive their $100 principal. We can depict that scenario in present value terms as follows: Market value of debt ¼ $80 ¼< $20 > þ$100 where the <$20> is the present value of: (1) the possible delay in receiving interest payments when due, were bankruptcy to occur and (2) the costs of possible bankruptcy (even though the contractual $100 principal is ultimately expected to be paid). The risk-adjusted discount rate equates the probability-weighted outcomes with the market value of $80: 1. Outcome #1: Interest continues to be paid as contracted, and principal is repaid when due. 2. Outcome #2: Interest is delayed and repaid with principal at a date after contractually due because the business generates lower expected operating cash flows and, in the worst case, bankruptcy. Assuming that the debt now is rated B- or lower, the interest rate has increased and the market value of debt has decreased to a price below book or par value. As we are writing this chapter, the increased risks to bonds due the crisis of 2008–2010 continues. For example, Fitch Ratings reported that after 103 noninvestment-grade companies defaulted on $79.7 billion of bonds in the first half of 2009, 42 issuers defaulted on $36.8 billion of issuance from July to November 2009. Despite the slower pace, the year-to-date default rate for 2009 rose to 13.6%. When defaults from December 2009 are added in, Fitch expected the full-year default rate to be just short of its original forecast range of 15% to 18%. For 2010, Fitch projected high-yield defaults will continue to decline, to a range of 6% to 7%, contrasted to the long-term average annual rate of 4.7%. Standard & Poor’s lowered its 12-month-forward baseline projection to a similar range, largely because of declines in funding costs for corporations, the reopening of the bond markets, and the abatement of volatility; S&P admited that it ‘‘had stated our expectations for a swath of defaults to occur in the first half of 2010. But now, we expect E1C16 08/26/2010 Page 328 328 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL many of the defaults might be postponed to later quarters beyond the 12-month forecast horizon.’’21 We discussed in Chapter 11 the care that is required in choosing an appropriate formula for unlevering observed equity betas. For companies in distress, the considerations are even greater. If one is using guideline public companies to estimate a proxy asset beta for the subject company, for example, the unlevering formula must match the risk of the debt of each guideline public company, as evidenced by the debt beta of public debt with ratings comparable to that of the guideline public company. Debt betas greater than zero indicate the market’s assessment that there is covariance between a company’s equity and debt and that the debt capital is sharing risk with equity capital. Simply assuming that the cost of debt in the WACC equals Formula 16.11 is not reasonable in today’s environment for many companies. (Formula 16.11) kd ¼ kdðptÞ ð1 tÞ where: kd ¼ Discount rate for debt (the company’s after-tax cost of debt capital) kd(pt) ¼ Rate of interest on debt (pretax) t ¼ Tax rate (expressed as a percentage of pretax income) We will discuss alternative formulations for the WACC in Chapter 18. Cost of Equity Capital Considerations Often the observations of returns on equity capital for public firms during periods of distress do not represent expectations of investors. For example, as a firm begins to realize distress, investors reassess the firm’s expected cash flows and the firm’s risk, causing stock prices to adjust downward to reflect the new reality of the firm’s outlook. The result is that returns are in transition and do not reflect either the historical relationship to the market portfolio or the expected future relationship to the market portfolio once the market fully adjusts to the effects of distress on the firm. Assume the subject business had become distressed and had recently emerged from restructuring its debt and an infusion of equity. Exhibit 16.3 presents an example of an adjustment in pricing for a stock of this hypothetical company and the problem one has in estimating the beta for a distressed company using look-back methods. In period A, the company returns had essentially moved with the market. In period B, the company is distressed, and its stock is experiencing a downward repricing. During this period, the company’s returns are not correlated with the movement of the overall market at all. In Period C, the restructuring of the company and the repricing of the company’s stock is complete, and the company’s returns are once again moving more in tandem with market returns. If one were to compute beta at Time 1, which includes period A as the look-back period, the beta estimate would reflect a normal relationship between the company’s returns and the market’s returns. In fact, its beta estimate would be near 1. In contrast, computing a beta estimate at Time 2, which includes period B (the period of the company’s stock repricing) as the look-back period, would not yield a reliable 21 Vincent Ryan, ‘‘Default Risk to Linger in 2010,’’ CFO.com (December 10, 2009). 08/26/2010 Page 329 329 Distressed Businesses Example Company versus Index over Time 1.6000 1.4000 Compound Return E1C16 1.2000 1.0000 0.8000 0.6000 0.4000 0.2000 0.0000 A B 1 C 2 Time Example S&P 500 EXHIBIT 16.3 Relationship of Returns for Example Company forward-looking beta estimate. In fact, it would yield a beta estimate lower than expected, since the company’s return was negative in a period when the market’s return was generally positive. This result is counterintuitive, given the company’s downward repricing; that is, the distress of the company has not declined over period B, and in fact, its distress was greatest during this period. Once the restructuring of the company and the repricing of the company’s stock is complete, its normal relationship to the market will resume in period C. Risk measures such as betas estimated using realized returns during such transition periods will underestimate the risk of the distressed firm and underestimate its cost of equity capital. Further, once the stock price of a distressed firm ratchets downward, it often trades more as an option than as a traditional equity security, reducing the validity of beta estimation methods (such as ordinary least squares [OLS]).22 Thus a top-down beta estimate will result in an erroneous beta estimate.23 To capture the greater cost of equity capital, one may substitute a forwardlooking measure of relative volatility for a historical-based estimate based on observed yield spreads or observed volatility of traded options (see, for example, the discussion in Chapter 12 of using yield spreads as a risk measure and the discussion in Chapter 17 of the market-derived capital pricing model). 22 In ‘‘Limited Liability, the CAPM and Speculative Grade Firms: A Monte Carlo Experiment,’’ Working paper, August 18, 2004, Carlos A. Mello-e-Souza shows that limited liability allows equity to be valued as a ‘‘call option’’ within the CAPM framework. When adjusting for measures of bankruptcy risk on beta estimation, he finds that when bankruptcy risk ¼ 5%, OLS beta is underestimated by 10%, and when bankruptcy risk ¼ 20%, OLS beta is underestimated by 23%. Available at http://ssrn.com/abstract=589887. 23 For a good discussion of estimating betas for distressed companies, see Mathias Meitner, ‘‘Beware of the Beta Flip! Pitfalls in DCF-Valuations of Temporary and Sustainably Distressed Companies and How to Avoid Them,’’ Working paper, September 1, 2009. Available at http://ssrn.com/abstract=1466654. E1C16 08/26/2010 Page 330 330 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Any risk measure based on implied volatilities derived from options requires that the firm have traded options. Alternative methods available are: & & & & & & 24 Estimating betas for the subject distressed firms from beta estimates for guideline public companies not going through such a period of adjustment (building a bottom-up estimate of beta), relevering beta, and adding a size premium from the SBBI data and possibly a company-specific risk adjustment to account for the added risk due to distress (equivalent to subtracting the cost of distress). The SBBI size premium data discussed in Chapters 13 and 14 are based on realized returns for companies based on market capitalization of equity without removing troubled companies. The market capitalization for many troubled companies is small; many troubled company stocks are trading like options. The premiums in excess of the return predicted based on beta for, say, the smallest subdecile 10z are influenced in part by the returns on these distressed companies. That size premium reported for 10z can be used as a guide for the total amount of premium (due both to size and companyspecific distress) that can be added in the adjusted CAPM derivation of the cost of equity capital. Estimate the cost of equity capital using the Fama-French three-factor (FF threefactor) formula (discussed in Chapter 17). The hi, the high-minus-low coefficient in the FF three-factor model, to the HMLP, expected high-minus-low risk premium, is considered an indicator of financial distress. HMLP is estimated as the difference between the historical average annual returns on the high book-value-to-market-value of equity and low book-value-to-market-value of equity portfolios. Estimating fundamental operating risk for the distressed firm and matching the fundamental risk with observed market returns. The Duff & Phelps Risk Study allows you to match the appropriate market returns with measures of operating risk. Using the relationship of fundamental risk and return for the companies comprising the Duff & Phelps Risk Study 25 portfolios, which exclude highfinancial-risk companies (see Chapter 14), you can assess whether the subject company is a ‘‘good’’ company (i.e., good operating performance) with a ‘‘bad’’ balance sheet (i.e., too much debt) or a ‘‘bad’’ company’’ (i.e., poor operating performance) with a bad balance sheet.24 Using this comparison, you can understand the appropriate risk premium for the operations without regard to financial distress. You can use the risk-return relationship for the Duff & Phelps study highfinancial-risk portfolio to quantify an additional company-specific risk adjustment to account for the added risk due to financial distress (the study reports a separate high-financial-risk portfolio, which we discuss here later). The difference between the risk-return relationships discussed in Chapter 14 and those discussed in this chapter for the high-financial-risk portfolio is due to the market’s assessment high financial risk. American Institute of Certified Public Accountants, ‘‘Business Valuation in Bankruptcy (a Nonauthoritative Guide),’’ AICPA Consulting Services Practice Aid, Draft, 2009. E1C16 08/26/2010 Page 331 Distressed Businesses 331 Studies of returns for distressed companies often produce puzzling results. Analysts rely on studies like those reported in the SBBI Yearbook to provide estimates on realized returns. But for the most part, the companies included in the SBBI Yearbook results are not troubled companies. Academic researchers have expanded those types of studies to investigate realized returns for distressed companies. Their results generally indicate that just when the risk of the company is at its greatest, the realized returns for the distressed companies are less than the realized returns for companies not experiencing distress. This puzzle is easy to understand if one looks at Exhibit 16.3. If one measures distress at Time 1 and instead of measuring returns based on expected returns at Time 1, measures returns based on realized returns during period B, one will see low realized returns. One very recent study explains that this anomaly is due to the misspecification of betas of distressed companies.25 In capital market theory, the market portfolio is supposed to include all possible investment vehicles. Because of data constraints, most studies limit the definition of market portfolio to equities (e.g., the S&P 500). Analysts and data services estimate betas using returns on this all-equity market portfolio. Using an equity-only proxy for the true investment market portfolio will understate equity betas, and that underestimate is accentuated as the leverage of the company increases. The authors use a corrected CAPM to adjust stock returns and find that it can explain what appear to be anomalous results of prior studies. Assume that one expands the measure of market portfolio to include stocks and debt, the true beta for the stock of company i relative to the market portfolio of equity, ME, combined with the market portfolio of debt, MD, is equal to the following: (Formula 16.12) B0 i ¼ ðME =ME þ MD Þ s E2 =s MEþMD2 BL þ ðMD =ME þ MD Þs D2 =s MEþMD2 Bd where: 25 0 B i ¼ True beta estimate for stock of company i based on relationship to excess returns on market portfolio of equity plus debt, ME þ MD ME ¼ Market value of portfolio of equity (e.g., proxy might be market value of NYSE plus ASE plus NASDAQ stocks) MD ¼ Market value of debt capital s E2 ¼ Variance in excess returns on market of stocks s D2 ¼ Variance in excess returns on market of debt s MEþMD 2 ¼ Variance in excess returns on market portfolio of equity plus debt, ME þ MD BL ¼ Beta estimate for stock of company i based on relationship to market of stocks (as discussed in Chapter 10), levered beta Bd ¼ Beta estimate for debt of company i based on relationship to market of debt Jing Chen, Loran Chollete, and Rina Ray, ‘‘Financial Distress and Idiosyncratic Volatility: An Empirical Investigation,’’ Working paper, August 2009. Available at http://ssrn.com/ abstract=1524454. E1C16 08/26/2010 Page 332 332 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL The authors conclude that the misspecification of true beta and the bias created (the second term in Formula 16.12 is missing completely) lead to the anomalies observed in empirical studies. As we saw in the data presented in Chapter 10 on debt betas, the debt beta increases as the debt rating decreases. The increasing debt beta offsets the otherwise underestimated equity beta for distressed companies. Perhaps someone will take this research and make better beta estimates available to practitioners. VALUING COMPANIES EMERGING FROM BANKRUPTCY Often analysts are asked to value the underlying business or businesses owned by a company that is near declaring or has already declared bankruptcy. In these circumstances, the analyst needs to consider the cost of capital without regard to the existing capital structure. But the business may still be suffering from distress, even though the analyst is ignoring the pre-bankruptcy-filing capital structure. The analyst has no meaningful top-down beta estimate, so in using the CAPM, for example, the analyst must build a bottom-up beta estimate. Even though the subject business may have its debt reduced or eliminated soon, the effect of financial distress may have affected its operations, and it may exit restructuring having a profit margin and growth less than the average company operating in the industry. Estimating the cost of equity capital in cases where the subject business is experiencing operating results that are inferior to the industry is difficult. One tool that is available is to estimate the cost of equity capital based on fundamental risk. The Duff and Phelps Risk Premium Report—Risk Study provides such a tool. The Risk Study (discussed in Chapter 15) provides the analyst with the relationship of risk and return for companies whose financial risk is average. But companies emerging from restructuring often have more debt than the industry norm. The Risk Study of the high-financial-risk portfolio of companies provides the analyst with the relationship of risk and return for companies whose financial risk is greater than average. With regard to the appropriate debt, the analyst must closely examine the changing levels of debt since the 2008–2009 crisis. The debt-to-equity ratios of the mid-2000s often do not reflect the current debt-to-equity ratios, particularly with regard to highly financially leveraged companies. We discuss the appropriate capital structure in Chapter 18. Duff & Phelps Risk Study—High-Financial-Risk Companies Practitioners typically have been able to quantify the relationship between risk and expected return only by measuring risk in terms of beta and size. While company size is a risk factor in and of itself, Grabowski and King, the original coauthors of the study, were interested in understanding if the stock market recognized risk as measured by fundamental or accounting information. The building of the underlying database combining data by company from the Center for Research in Security Prices (CRSP) database with accounting and other data from the S&P’s Compustat database is explained in Chapter 13. They used a database to analyze fundamental risk. That research correlates realized equity E1C16 08/26/2010 Page 333 Distressed Businesses 333 returns (and realized risk premiums) directly with measures of company risk derived from accounting information. The measures of company risk derived from accounting information may also be called fundamental or accounting measures of company risk to distinguish them from a stock market–based measure of equity risk such as beta. The Duff & Phelps Risk Premium Report—Risk Study annually updates this research. The Duff & Phelps studies separate companies in the dataset into high-financialrisk portfolios for companies with any one of these characteristics: & & & & & Identified by Compustat as in bankruptcy or in liquidation With five-year-average net income available to common equity for the previous five years less than zero (either in absolute terms or as a percentage of the book value of common equity) With five-year-average operating income for the previous five years (defined as sales minus [cost of goods sold plus selling, general, and administrative expenses plus depreciation expense]) less than zero (either in absolute terms or as a percentage of net sales) With negative book value of equity at any of the previous five fiscal year-ends With debt-to-total capital of more than 80% (with ‘‘debt’’ measured as preferred stock at carrying value plus long-term debt [including current portion] and notes payable in book value terms and total capital measured as book value of debt plus market value of equity) Segregating such companies into a separate high-financial-risk portfolio isolates the effects of high financial risk. Otherwise, the results might be biased by smaller companies to the extent that highly leveraged and financially distressed companies tend to have both high returns and low market values. It is possible to imagine financially distressed (or highly risky) companies that lack any of the listed characteristics. It is also easy to imagine companies that have one of these characteristics but that would not be considered financially distressed. The resulting high-financial-risk portfolio is composed largely of companies whose financial condition is significantly inferior to the average financially healthy public company. To calculate realized risk premiums, the Duff & Phelps studies first calculate an average rate of return for each portfolio over the sample period. Returns are based on dividend income plus capital appreciation and represent returns after corporatelevel income taxes (but before owner-level taxes). Then they subtract the average income return earned on long-term U.S. government bonds over the same period (using SBBI data) to arrive at an average realized risk premium. The exclusion of companies from the base set and inclusion in the highfinancial-risk portfolio based on historical financial performance does not imply any unusual foresight on the part of hypothetical investors in these portfolios. In forming portfolios to calculate returns for a given year, they exclude companies from the base set and include them in the high-financial-risk portfolio on the basis of performance during previous years (e.g., average net income for the five prior fiscal years), rather than current or future years. For instance, to form portfolios for 1963, they take into account the average net income for the five fiscal years preceding September 1962. They repeat this procedure for each year from 1963 through the latest available year. E1C16 08/26/2010 Page 334 334 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 16.4 Companies Ranked by Z Score Equity Premiums for Use in the Build-up Method Realized Equity Risk Premium: Average since 1963 High-Financial-Risk Company Data for Year Ending December 31, 2008 Portfolio Rank by Z Score Beta (Sum Beta) since 1963 Standard Deviation of Returns 1.8 to 1.57 34.46% 2.99 < 1.8 1.70 43.29% Large Stocks (SBBI data) Small Stocks (SBBI data) Long-Term Treasury Income (SBBI data) Geometric Average Return Arithmetic Average Return Arithmetic Average Risk Premium Average Debt/ MVIC 13.15% 18.22% 11.18% 44.16% 14.44% 9.39% 13.07% 7.01% 21.41% 10.88% 15.96% 7.04% 14.37% 3.84% 8.92% 58.07% Source: Calculations by # Duff and Phelps, LLC # 2009 CRSP1, Center for Research in Security Prices. University of Chicago Booth School of Business used with permission. All rights reserved. www.crsp.chicagobooth.edu. For the companies in the high-financial-risk portfolio, Duff & Phelps forms portfolios of securities based on relative risk as measured by Altman’s z-score.26 Altman has since offered improvements on the original z-score, but the original z-score is still frequently calculated as a convenient metric that captures within a single statistic a number of disparate financial ratios measuring liquidity, profitability, leverage, and asset turnover. The Risk Study uses the z-score model, Formula 16.5, for public companies in comparing the returns for companies in the high-financial- risk portfolio. The use of the z-score here is not as a predictor of bankruptcy. Rather it is used to rank the risk of companies in the high-financial-risk portfolio. For each year, Duff & Phelps formed portfolios by sorting all of the companies in the high-financial-risk portfolio. They then calculated the z-score and divided the companies into three portfolios: those companies with z-score greater than 3.0 (not categorized as in distress), those companies with z-score between 1.8 and 2.99, and those companies with z-score less than 1.8. The portfolios were rebalanced annually; that is, the companies were reranked and sorted at the beginning of each year. Portfolio rates of return were calculated using an equalweighted average of the companies in the portfolio. The results for the two portfolios indicating the companies are in distress for use in the build-up method are shown in Exhibit 16.4 and the results for use in CAPM are shown in Exhibit 16.5. 26 E. I. Altman, ‘‘Financial Ratios, Discriminant Analysis and the Prediction of Corporate Bankruptcy,’’ Journal of Finance 23(4) (September 1968): 589–609; ‘‘Predicting Financial Distress of Companies: Revisiting the Z-Score and Zeta Models’’ (July 2000); ‘‘Revisiting Credit Scoring Models in a Basel 2 Environment,’’ Credit Ratings, Methodologies, Rationale and Default Risk (Fall 2002). E1C16 08/26/2010 Page 335 335 Distressed Businesses EXHIBIT 16.5 Premiums over CAPM for Use in the CAPM Realized Equity Risk Premium: Average since 1963 High-Financial-Risk Company Data for Year Ending December 31, 2008 Portfolio Rank by Z Score Beta (Sum Beta) since 1963 1.8 to 2.99 1.57 < 1.8 1.70 Large Stocks (SBBI data) Small Stocks (SBBI data) Long-Term Treasury Income (SBBI data) Arithmetic Average Return Arithmetic Average Risk Premium Premium over CAPM 18.22% 21.41% 10.88% 15.96% 7.04% 11.18% 14.37% 10.88% 15.96% 5.14% 7.84% Source: Calculations by # Duff and Phelps, LLC # 2009 CRSP1, Center for Research in Security Prices. University of Chicago Booth School of Business used with permission. All rights reserved. www.crsp.chicagobooth.edu. These data can be used as an aid in formulating estimated cost of equity capital using objective measures of characteristics of a subject company. The traditional z-score was developed using data for public companies, and one of the statistics utilizes stock price. This creates problems for application of the data to private companies. Altman developed a similar model using only the financial statement data for private companies. If the subject company is not publicly traded, then the analyst can calculate the z-score for a private company (the z0 -score) to compare with the zones of discrimination as reported in Exhibits 16.4 or 16.5. The formula for z0 -score is Formula 16.6. Although the original companies used to develop the zones of discrimination for the z-score and the z0 -score differed and are not strictly comparable, the realized returns reported in Exhibits 16.4 and 16.5 can be useful to develop cost of equity estimates based on the relative zones of discrimination. In applying either the z-score or z0 -score equations, one should express the ratios in terms of their decimal equivalents (e.g., x1 ¼ net working capital/total assets ¼ 0.083). Exhibit 16.6 provides information on the characteristics of the firms in the highfinancial-risk portfolios with z-scores in the gray zone and in the distress zone. Using the Duff & Phelps Risk Study in the Build-up Method As an alternative to Formula 7.2 for the build-up method, EðRi Þ ¼ Rf þ RPm þ RPs RPu , you can use the Risk Study to develop a risk premium for the subject company that measures risk in terms of the total effect of market risk, size premium, and risk attributable to the specific company. The formula then is modified to be: (Formula 16.13) EðRi Þ ¼ Rf þ RPmþsþu where: RPmþsþu ¼ Risk premium for the ‘‘market’’ plus risk premium for size plus risk attributable to the specific distressed company 336 129 216 1.8 to 2.99 < 1.8 $400.965 $337.355 Market Value of Equity $140.112 $70.909 Book Value of Equity $(3.776) $(15.295) 5-Year Average Net Income $653.705 $736.961 Market Value of Invested Capital $498.565 $703.060 Total Assets $31.776 $49.955 5-Year Average EBITDA $418.9 $359.5 Sales 1,599 1,590 Number of Employees Source: Calculations by # Duff and Phelps, LLC # 2009 CRSP1, Center for Research in Security Prices. University of Chicago Booth School of Business used with permission. All rights reserved. www.crsp.chicagobooth.edu. Number as of 2008 Portfolio by Z Score Portfolio Median 08/26/2010 EXHIBIT 16.6 Characteristics of Companies Comprising High-Financial-Risk Portfolios ($mils.) E1C16 Page 336 E1C16 08/26/2010 Page 337 Distressed Businesses 337 The realized risk premiums reported in Exhibit 16.4 for use in the build-up method have not been adjusted to remove beta risk; therefore, they should not be multiplied by a CAPM beta or otherwise included in a CAPM analysis. Use of these exhibits is a four-step process. & & & & One first determines if the subject company matches the characteristics of the companies included in the Duff & Phelps study (e.g., the study excludes financial service companies and start-up companies). One then determines if the subject company better matches the characteristics of the base set of companies (included in the 25 portfolios) or the high-financial-risk set of companies. Second, assuming the subject company’s characteristics better matches the characteristics of the high-financial-risk portfolio of companies, one then calculates the z-score or z0 -score for the subject company. Third, if the z-score or z0 -score of the subject company indicates it is in the gray zone or distress zone, one then matches the subject company with the companies included in the portfolio most comparable to the subject company (e.g., the highfinancial-risk portfolio with z-score in the gray zone or in the distress zone). Fourth, the premiums of these portfolios can then be added to the yield on longterm U.S. government bonds as of the valuation date to obtain benchmarks for the cost of equity capital. The realized return data reported herein for the high-financial-risk portfolios has not been differentiated from any size effect. While the median size characteristics of the companies included in the z-score portfolios is reported in Exhibit 16.6, the risk effect reported herein overlaps with the size effect documented in the Size Study portion of the Risk Premium Report for the base set of companies. The returns reported herein should be used instead of the returns reported in the Size Study, not added to those returns. If the z-score or z0 -score indicates that the subject company is in the safe zone, one should consider whether the subject company is distressed. If one determines that it is not distressed (even though it matched the characteristics for exclusion from the base set of companies), the returns reported in the exhibits in the Risk Premium Report for the 25 portfolios (e.g., Exhibits 13.7 and 13.8) may be more appropriate for the subject company than the returns reported herein. For example, the subject company may have a debt-to-total-capital ratio of more than 80% (with debt measured in book value terms and total capital measured as book value of debt plus market value of equity) and not be distressed. More generally, an assessment that a company should be treated as distressed should be based on an evaluation of the company’s current financial condition and circumstances. Such an assessment will generally involve more than a review of historical financial statistics and ratios. Use of a portfolio’s average realized rate of return to calculate a cost of equity capital is based (in part) on the implicit assumption that the risks of the subject company are quantitatively similar to the risks of the average company in the subject portfolio. If the risks of the subject company differ materially from the average company in the subject portfolio, then an appropriate cost of equity capital may be less than (or greater than) than a return derived from the average realized risk premium for a given portfolio. Material differences between the expected returns for a subject E1C16 08/26/2010 Page 338 338 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL company and a given portfolio of stocks may arise from differences in leverage (the average debt/MVIC of the portfolios are displayed in Exhibit 16.3) or other fundamental risk factors. The risk premiums reported here are realized averages since 1963. The average realized risk premium over the same period for the SBBI large company stocks (essentially the S&P 500) was 3.84%. If one’s estimate of the equity risk premium (ERP) for the S&P 500 on a forward-looking basis was materially different from the average realized risk premium since 1963, it may be reasonable to assume that the other realized portfolio returns reported here would differ on a forward-looking basis by approximately a similar differential. For example, assume that your current estimate of the ERP was 6.0% (see Chapter 9). The difference between the 6.0% estimated ERP and the average realized risk premium since 1963 of 3.84%, or 2.2%, can be added to the average equity risk premium for the z-score portfolio that matches the z-score of the subject company to arrive at an adjusted forward-looking risk premium for the subject company. This forward-looking risk premium can then be added to the risk-free rate as of the valuation date to estimate an appropriate rate of return for the subject company. As a caution, be aware that this reasoning does not apply to the premiums over CAPM (Exhibit 16.4) since those premiums are based on relative returns over the reported period. Example We will show how the data reported here can be used to estimate the required return on equity or discount rate for a hypothetical company. Assume the subject company has the following characteristics: Market value of equity Book value of equity Market value of invested capital Total assets Five-year average net income Most recent year net income Five-year average EBIT Most recent year EBIT Sales Number of employees Current assets Current liabilities Retained earnings ¼ $80 million ¼ $100 million ¼ $230 million ¼ $300 million ¼ $3.0 million ¼ $10 million ¼ $2.0 million ¼ $5.0 million ¼ $250 million ¼ 200 ¼ $75 million ¼ $50 million ¼ $75 million z-score ¼ 1:2 ð25=300Þ þ 1:4 ð75=300Þ þ 3:3 ð5:0=300Þ þ 0:6 ð80=200Þ þ :999 ð250=300Þ ¼ 1:2 ð0:0833Þ þ 1:4 ð0:2500Þ þ 3:3 ð0:0167Þ þ 0:6 ð0:4000Þ þ :999 ð0:8333Þ ¼ 1:4675 Because the five-year average net income ¼ $3.0 million and the five-year average EBIT (operating income) ¼ $2.0 million, the subject company’s characteristics better match those companies included in the high-financial-risk portfolio. E1C16 08/26/2010 Page 339 339 Distressed Businesses If we are using a build-up method, we want to determine a premium over the risk-free rate. The simplest approach is to turn to Exhibit 16.3 and locate the portfolio whose z-score is most similar to the subject company. Looking at Exhibit 16.3, the premium indicated for our hypothetical company with a z-score in the distress zone equals 14.4%. With a risk-free rate as of the valuation date of 4.5%, for example, the premiums would indicate the cost of equity capital of approximately 21.0% (4.5% risk-free rate plus 14.4% risk premium from Exhibit 13.10 plus 2.2% adjustment for ERP estimate). These estimated required rates of return on equity are derived from rates of return for stocks of public companies. If the equity of the subject company is not public, this cost of equity capital estimate should be adjusted either directly or through application of a discount for lack of ready marketability for the relative liquidity of shares of the publicly traded stock and in comparison to the shares of the subject company. Using the Duff & Phelps Risk Study in CAPM The cost of equity capital can be estimated by the CAPM method as follows: (Formula 16.14) EðRi Þ ¼ Rf þ BðRPm Þ þ RPsþu where: EðRi Þ ¼ Expected rate of return on security i Rf ¼ Rate of return available on a risk-free security as of the valuation date B ¼ Beta RPm ¼ General equity risk premium estimate for the market RPsþu ¼ Risk premium for small size plus risk premium attributable to the specific distressed company The premiums over CAPM reported in Exhibit 16.4 can be used in the context of a CAPM analysis. Use of these exhibits is a four-step process. & & & & One first determines if the subject company matches the characteristics of the companies included in the Duff & Phelps study (e.g., the study excludes financial service companies and start-up companies). One then determines if the subject company better matches the characteristics of the base set of companies (included in the 25 portfolios) or the high-financial-risk set of companies. Second, assuming the subject company characteristics better match the characteristics of the high-financial-risk portfolio of companies, one then calculates the z-score or z0 -score for the subject company. Third, if the z-score or z0 -score of the subject company indicates it is in the gray zone or distress zone, one then matches the subject company with the companies included in the portfolio most comparable to the subject company (e.g., the highfinancial-risk portfolio with z-score in the gray zone or in the distress zone). Fourth, the premiums over CAPM reported for these portfolios can then be added to CAPM as of the valuation date to obtain benchmarks for the cost of equity capital. E1C16 08/26/2010 Page 340 340 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL That is, the premium should not be multiplied by beta but instead should be added to the sum of the risk-free rate and the product of beta times the aggregate ERP. One can use Exhibit 16.4 as the source for a combined risk premium for size and a risk premium attributable to the specific risk of the subject company due to the above-average risk characteristics of the companies in the portfolio. The premiums over CAPM data reported herein have not been differentiated for any size effect. While the median size characteristics of the companies included in the z-score portfolios are reported in Exhibit 16.5, the risk effect reported herein overlaps with the size effect documented in the Size Study portion of the Risk Premium Report for the base set of companies. The premiums over CAPM reported herein should be used instead of the premiums over CAPM reported in the Size Study, not added to those returns. Again, if the z-score or z0 -score indicates that the subject company is in the safe zone, one should consider whether the subject company is distressed. If one determines that it is not distressed (even though it matched the characteristics for exclusion from the base set of companies), the premiums over CAPM reported in the exhibits in the Risk Premium Report for the 25 portfolios (such as Exhibits 13.14 and 13.15) may be more appropriate for the subject company than the premiums over CAPM reported herein. For example, the subject company may have a debtto-total-capital ratio of more than 80% (with debt measured in book value terms and total capital measured as book value of debt plus market value of equity) and not be distressed. Example One can adjust the cost of equity capital derived from the CAPM by adding a high-financial-risk premium. The premiums can be measured using the ‘‘Premiums over CAPM’’ presented in Exhibit 16.5, which represents a highfinancial-risk premium (a combined risk premium for size and the specific risk of the subject company due to the above-average risk characteristics of the companies in the portfolio). The simplest approach is to turn to Exhibit 16.5 and locate the portfolio whose z-score is most similar to the subject company. Looking at Exhibit 16.5, the premium over CAPM indicated for our hypothetical company with a z-score in the distress zone equals 7.84%. Assume that as of valuation date Rf ¼ 4.5%, B ¼ 1.75, and RPm ¼ 6%, resulting in the indicated CAPM estimate before the size and risk adjustment equal to 15.0%, then the high-financial-risk premium over CAPM indicates a cost of equity capital of approximately 22.8% (15% þ 7.84%). These estimated required rates of return on equity are derived from rates of return for stocks of publicly traded companies. If the equity of the subject company is not publicly traded, this cost of equity capital estimate should be adjusted either directly or through application of a discount for lack of ready marketability for the relative liquidity of shares in publicly traded stock compared to the shares of the subject company. Additional Information on Company Risk Grabowski and King previously published the results of research correlating realized equity returns (and realized risk premiums) directly with measures of company risk E1C16 08/26/2010 Page 341 341 Distressed Businesses EXHIBIT 16.7 Characteristics of Companies Included in the High-Financial-Risk Portfolio (Median) Portfolio Rank by Z Score 1.8 to 2.99 < 1.8 Average Book Value Number ($mils.) of Firms 351 1,072 129 216 Arithmetic Average Average Risk Debt to Premium MVIC 12.5% 15.5% 44.94% 60.26% Average Debt to Market Value of Equity Beta (Sum Beta) Since 1963 Average Operating Margin 81.6% 151.6% 1.57 1.70 2.0% 2.4% Source: Calculations by # Duff and Phelps, LLC # 2009 CRSP1, Center for Research in Security Prices. University of Chicago Booth School of Business used with permission. All rights reserved. www.crsp.chicagobooth.edu. derived from accounting information.27 These may also be called fundamental measures of company risk to distinguish these risk measures from a stock market–based measure of equity risk such as beta. Research has shown that measures of earnings volatility can be useful in explaining credit ratings, predicting bankruptcy, and explaining the CAPM beta. Exhibit 16.7 presents information on the debt of the companies in the highfinancial-risk portfolio, the beta,28 and the fundamental financial characteristic ‘‘operating margin’’ for portfolios formed by ranking public companies by z-score.29 In the Risk Study, Duff & Phelps also examines two other measures of risk (coefficient of variation in operating margin and coefficient of variation in return on equity), but they are unable to present comparable data because the denominators of these ratios are often negative for companies in the high-financial-risk portfolio as a result of either negative earnings or negative book value of equity, frequently resulting in meaningless statistics. Another indication of the company-specific risk adjustment for companies emerging from bankruptcy can be imputed from the rate of return, which equates the market value of public companies that emerge from bankruptcy and the expected cash flows. To the extent that the imputed cost of capital exceeds an industry average cost of capital, you can conclude that the market is adding a factor for company-specific risk due to the greater risks of the companies that recently emerged from bankruptcy. One such study indicates that such an imputed 27 ‘‘New Evidence on Equity Returns and Company Risk,’’ Business Valuation Review (September 1999; revised March 2000). These articles are available at www.appraisers.org. 28 Beta (calculated using the sum beta method applied to monthly returns for 1963 through the latest year). 29 Average operating margin (since 1963). Operating margin is defined as operating income divided by sales, and operating income is defined as sales minus (cost of goods sold plus selling, general, and administrative expenses plus depreciation) calculated as the mean operating income for the five prior years divided by the mean sales for the five prior years. E1C16 08/26/2010 Page 342 342 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL company-specific risk adjustment is in the range of 3.0% to 4.0%.30 Companies emerging from bankruptcy are generally riskier than peer companies because often they are still burdened with too much debt, they may not have worked through all of the problems that caused business distress, and they have a higher probability of returning to bankruptcy than do companies that have never been bankrupt. Any such company-specific risk premium is applicable during the time the company is in distress: This is the period when there is the added risk that plans to work out of the distress situation may fail. In a recent study, Altman and two other authors examined the level of distress of firms that have emerged from bankruptcy.31 They reviewed studies of company performance following emergence from bankruptcy and reported that approximately a third of the companies emerging from bankruptcy as public companies experience some form of subsequent distressed restructuring. The study applies the z00 -score model to firms that emerge from bankruptcy. They find that the z00 -score at the time of emergence from bankruptcy was far worse for companies that emerged from bankruptcy and then reentered bankruptcy than for companies that emerged permanently. The model can be a tool in predicting the level of risk of companies emerging from bankruptcy. Some authors suggest looking at venture capital rates of return as a proxy for distressed company rates of return. These are at best a poor proxy because most of the rates observed are for newer ventures without a proven history in the market. Distressed firms often have proven technologies, products, and/or services. Often these firms’ problems are simply too much debt or poor execution by management. These risks differ from those of most venture capital or buyout fund investments. Relevering Beta for a Highly Leveraged Company In Chapter 11, we discussed various relevering formulas. As has been stated, these formulas probably underestimate the effect on beta due to distress. For example, the Practitioners’ method formula for relevering beta (Formula 11.8) will result in the largest increase in levered betas as debt increases, but the relationship between leverage and the levered beta is linear. In fact, the correct relationship is probably nonlinear. An example of the relationship between beta (for equity and debt capital) as debt increases and the costs of financial distress increase is shown in Exhibit 16.8. This figure depicts the relation between leverage and the beta of a firm’s debt, equity, and the weighted average beta with tax benefits and costs of financial distress. Leverage is defined as the market value of debt divided by the total market value of the firm; Bd is the beta of the company’s debt, and BL is the beta of the firm’s levered equity. The unlevered asset beta is assumed equal to 1. In Chapter 10, we presented data on the beta of debt. Research has shown that returns on lower-rated high-yield bonds (e.g., B and Caa) are only minimally 30 Stuart C. Gilson, Edith S. Hotchkiss, and Richard S. Ruback, ‘‘Valuation of Bankrupt Firms,’’ Review of Financial Studies (Spring 2000): 56. The median is 3%; 4% is the mean, and the standard deviation is 3.3%. 31 Edward I. Altman, Tushar Kent, and Thongchai Rattanaruengyot, ‘‘Post-Chapter 11 Bankruptcy Performance: Avoiding Chapter 22,’’ Journal of Applied Corporate Finance 21(3) (Summer 2009): 53–64. E1C16 08/26/2010 Page 343 343 Distressed Businesses 3 2.5 2 Beta 1.5 1 0.5 0 0 0.2 0.4 Leverage 0.6 Weighted average beta of equity and debt Bd BL EXHIBIT 16.8 Beta as a Function of Leverage Source: Arthur G. Korteweg, ‘‘The Costs of Financial Distress across Industries,’’ Working paper, Stanford University, January 15, 2007, 65. Used with permission. All rights reserved. affected by changes in interest rates on U.S. government bonds but are highly correlated with the returns on common stocks.32 We briefly discussed risky debt in Chapter 6. The estimation of default and recovery probabilities of debt is important in estimating the market value of the debt. Whereas equity can, and many times does, decrease in market value to a point that the equity trades like an option, debt capital has claims on the business that stand ahead of equity and create a floor (of varying degrees, depending on the priority of claims of the various debt classes) on the market values.33 COST OF DISTRESS Distress reduces the value of the enterprise. Studies have been conducted to understand the magnitude of the decrease in enterprise value that companies that have fallen into distress have experienced. In one study, the author quantified the net costs of financial distress in various industries as the level of debt financing increases.34 He studied both direct and indirect costs of financial distress because the costs can be substantial even if a firm never actually files for bankruptcy. The study defined the net cost of financial 32 Frank K. Reilly, David Wright, and James Gentry, ‘‘Historic Changes in the High Yield Bond Market,’’ Journal of Applied Corporate Finance 21(3) (Summer 2009): 65–79. 33 Edward I. Altman, Brooks Brady, Andrea Resti, and Andrea Sironi, ‘‘The Link between Default and Recovery Rates,’’ Working paper, September 2003; Edward I. Altman, Andrea Resti, and Andrea Sironi, ‘‘Default Recovery Rates in Credit Risk Modeling,’’ Working paper, December 2003; Edward I. Altman, Brenda Karlin, and Louis Kay, ‘‘The Investment Performance and Market Size of Defaulted Bonds and Bank Loans: 2007 Review and 2008 Outlook,’’ Working paper, February 21, 2008. Available at http://pages.stern.nyu.edu/ ~ealtman/2007%20InvestPerf.pdf. 34 Arthur Korteweg, ‘‘The Cost of Financial Distress across Industries,’’ Working paper, January 15, 2007. Available at http://ssrn.com/abstract=945425. E1C16 08/26/2010 Page 344 344 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL distress as the expected present value of lost future cash flows due to financing decisions minus the present value of the interest tax shield. That author used a sampling of firms for the period 1994 to 2004 and found the average net cost of financial distress to be 4% of enterprise firm value (across industries). At levels of leverage at the time of default on debt, the net cost of leverage averaged 13% to 26% of enterprise value at the time of bankruptcy. In another study, the author estimated that firms are expected to lose, on the average, 16.3% of their value (value of the business enterprise) in bankruptcy, ranging from 9.9% to 24.7%.35 Two authors used bond ratings to impute the market’s pricing of the costs of distress. Using the current credit rating and the yield spread among the ratings allows one to assess the market’s current assessment of the probability of default and pricing of the costs of distress, rather than relying on historic data. They estimated the net present value of distress costs for different bond ratings (for data for 1985 to 1995) and provide a methodology to quantify the costs of distress today.36 These data can be useful either (1) directly by subtracting a discount in value for distress from the implied value of the subject firm as if not distressed or (2) by adding an increment to the cost of capital that reduces the implied value by an equivalent amount. SUMMARY Today’s capital markets environment is making cost of capital estimation for distressed companies particularly challenging. How can one check for the reasonableness of their cost of capital estimates? One check one can make on cost of equity capital estimates is to fall back on the classic text, Graham and Dodd.37 Their methodology was based on the yield of the bonds of the corporation (reflecting the leverage and the company-specific risks embedded in the credit ratings) plus an average equity premium. More recent research indicates that this spread goes up as the debt rating decreases. See the discussion of estimating the cost of equity capital based on yield spreads in Chapter 12. The cost of equity capital should logically exceed the yield investors are expecting on the company’s debt capital (without reducing the yield by any income tax deductions that might be realized by the subject company). Equity capital is riskier than debt capital, and the market will price each component based on its relative risk. In normal times, one would examine the spreads over long-term U.S. government bonds. In this environment, with the yields on U.S. government bonds possibly artificially low because of the continued flight to quality (see discussion in Chapters 7 and 9), observed spreads are not as meaningful. Rather, one should look at the 35 Craig M. Lewis, ‘‘Firm-Specific Estimates of the Ex Ante Bankruptcy Discount,’’ Working paper, April 2, 2009. Available at http://ssrn.com/abstract=1372284. 36 Heitor Almeida and Thomas Philippon, ‘‘Estimating Risk-Adjusted Costs of Financial Distress,’’ Journal of Finance 62(6) (December 2007): 2557–2586; Journal of Applied Corporate Finance 20(4) (Fall 2008): 105–109. 37 Sidney Cottle, Roger F. Murray, and Frank E. Block, Graham & Dodd’s Security Analysis, 5th ed. (New York: McGraw-Hill, 1988). E1C16 08/26/2010 Page 345 Distressed Businesses 345 absolute level of market yield on the company’s debt (market yield for the debt rating on the subject company’s debt level, either actual or target, based on the actual or synthetic debt rating of the subject company), and the cost of equity capital should exceed that yield on debt. Has the cost of equity capital for most companies increased? These authors believe that the market is highly divided between companies with no or limited amounts of debt capital in the capital structure and companies with high levels of debt. If one looks at the absolute yields on highly rated companies, one can conclude that there probably has been only a small increase in the cost of equity capital and the WACC for companies with no debt or highly rated debt. However, that is not true for companies with lower-rated debt. As we work on this chapter, the following warning that higher than average levels of distress will continue was just published: Some companies have merely pushed out the maturities on their debt or received covenant amendments instead of restructuring and rightsizing their balance sheets, say restructuring experts. Therefore, more so than in prior recessions, the sustainability and strength of the economic recovery will be a critical determinant of whether speculative-grade companies can survive in 2010 and beyond. Leverage overall remains high, Fitch reports, because many defaults in the past year have been in the form of out-of-court debt exchanges—deals that offered some debt relief but didn’t reduce debt to the extent that a formal bankruptcy would. Prior Fitch studies show that companies that declared bankruptcy from 2000 to 2006 emerged with just one-third of their pre-bankruptcy debt. But after undergoing debt exchanges this year, many ailing companies are still carrying plenty of debt, ‘‘evidenced by the fact that most remained rated ‘CCC’ or lower following the exchange,’’ says Fitch. At the end of November, CCC-rated bonds, which carry substantial credit risk, still represented 30% of the U.S. high-yield market. More than a third of that $230 billion in outstanding bonds is associated with companies that have already done some kind of debt exchange, says Fitch. A reopening of the bond market for new issuances also rescued many noninvestmentgrade credits that were candidates for bankruptcy. Noninvestment-grade firms were able to tap the bond market for $186 billion in new issuance as of the end of November. More than 80% of those dollars went to refinance existing debt, including some in bank-loan or revolver form. ‘‘A concern going into 2010 is not only the risk of new defaults but also a heightened risk of serial defaults,’’ says Mariarosa Verde, a managing director at Fitch Credit Market Research. ‘‘If growth proves weak, some of the debt-restructuring measures adopted over the past year may have only been successful in helping companies defer rather than avoid bankruptcy.’’ The market seems to be pricing in expectations of further failures. After falling for most of 2009, credit-default swap (CDS) spreads for noninvestment-grade firms have begun to plateau, as evident in the performance of the Baird CDS Index, a proprietary index of 36 CDS contracts for the noninvestment-grade debt of nonfinancial companies. While the index dropped 4% in November, it is still six times its base level of January 31, 2006. ‘‘The E1C16 08/26/2010 Page 346 346 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL index is signaling that we’re not out of the woods,’’ says William Welnhofer, a managing director of investment banking at Robert W. Baird & Co. ‘‘There just hasn’t been the evidence of an operational turnaround. There is a feeling that leverage is still pretty high in relation to operating income. Fundamentally, companies that were overlevered six months ago are still overlevered.’’38 ADDITIONAL READING Gartland, Jessica K., and Howard Fielstein. ‘‘Valuation of Distressed Companies.’’ Valuation Strategies (November–December 2002): 32–37. Grabowski, Roger J. ‘‘Cost of Capital Estimation in the Current Distressed Environment.’’ Journal of Applied Research in Accounting and Finance 4(1) (2009): 31–40. Mansi, Sattar A., William F. Maxwell, and Andrew Zhang. ‘‘Bankruptcy Prediction Models and the Cost of Debt,’’ Working paper, June 8, 2010. Available at http://ssrn.com/ abstract=1622407. Seago, Eugene W., and Edward J. Schnee. ‘‘Valuing a Bankrupt Corporation’s Net Operating Loss.’’ Valuation Strategies (September–October 2009): 21–30. TECHNICAL SUPPLEMENT CHAPTER 7: COST OF CAPITAL AND THE VALUATION OF WORTHLESS STOCK In Chapter 7 of the Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement we present an example of valuing worthless stock. It includes an example of using the Black-Scholes model in valuing a distressed business. 38 Vincent Ryan, ‘‘Default Risk to Linger in 2010,’’ CFO.com (December 10, 2009). E1C17 08/26/2010 Page 347 CHAPTER 17 Other Methods of Estimating the Cost of Equity Capital Introduction Fama-French Three-Factor Model Arbitrage Pricing Theory Explanation of the APT Model APT Model Formula Comparing Models Market-derived Capital Pricing Model Yield Spread Model Implied Cost of Equity Capital The DCF Method Residual Income Method Using Analyst Forecasts Sources of Information Summary Additional Reading Technical Supplement Appendix I INTRODUCTION The pure capital asset pricing model (CAPM) (like the Markowitz’s portfolio model, from which it was built) provides fundamental insights about risk and return. However, while providing an introduction to fundamental concepts of asset pricing and portfolio theory, CAPM’s empirical problems probably invalidate pure CAPM’s use in applications. While simple to understand and easy to apply, pure CAPM’s empirical record is poor.1 For these reasons, a number of alternative models have been developed to assist practitioners in more accurately estimating the cost of equity capital. Many of these models are multifactor models instead of the singlefactor pure CAPM. 1 Eugene Fama and Kenneth French, ‘‘The CAPM: Theory and Evidence,’’ Journal of Economic Perspectives (January 2004): 25–46. 347 E1C17 08/26/2010 Page 348 348 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Whether pure CAPM or a multifactor model, all of the models share one common component: They begin with a risk-free rate or return and add one or more factors, based on the risks of the investment. As an alternative to using a model, you can also estimate the expected rate of return implied by the existing price for publicly traded securities. You can use either a discounted cash flow (DCF) method or a residual income (RI) method to reverseengineer the company’s implied cost of equity capital. FAMA-FRENCH THREE-FACTOR MODEL Because of the poor empirical record of pure CAPM, Eugene Fama and Kenneth French (FF) conducted an empirical study confirming that firm size (as measured by market capitalization), and the book-value-to-market-value of equity ratio add to the explanation of realized returns provided by market beta. They found that the CAPM cost of equity estimates for high-beta stocks were too high and estimates for low-beta stocks were too low (relative to realized returns). The CAPM cost of equity estimates for high book-value-to-market-value stocks (so-called value stocks) were too low, and estimates for low book-value-to-market-value stocks (so-called growth stocks) were too high (relative to realized returns). The implication of their research is that if market betas do not suffice to explain expected returns, then the market portfolio, M, is not efficient, and pure CAPM has potentially fatal problems. As a result, they introduced an empirically driven model to estimate cost of equity capital that is not dependent on beta alone.2 Fama and French developed a three-factor model that is empirically driven, not theoretically based. They tested many factors until they found several that produced meaningful results. As such, FF considered that investors are not constrained to behave rationally, a tenet of pure CAPM. The opportunity cost of equity capital depends on premiums investors require to hold stocks, whether the required market premiums are based on rational or irrational behavior. The FF three-factor model is summarized in Formula 17.1. (Formula 17.1) EðRi Þ ¼ Rf þ ðBi ERPÞ þ ðsi SMBPÞ þ ðhi HMLPÞ where: 2 E(Ri) ¼ Expected rate of return on subject security i Rf ¼ Rate of return on a risk-free security Bi ¼ Beta of company i ERP ¼ Equity risk premium si ¼ Small-minus-big coefficient in the Fama-French regression SMBP ¼ Expected small-minus-big risk premium, estimated as the difference between the historical average annual returns on the smallcap and large-cap portfolios hi ¼ High-minus-low coefficient in the Fama-French regression Eugene Fama and Kenneth French, ‘‘The Cross-Section of Expected Stock Returns,’’ Journal of Finance (June 1992): 427–486. E1C17 08/26/2010 Page 349 349 Other Methods of Estimating the Cost of Equity Capital HMLP ¼ Expected high-minus-low risk premium, estimated as the difference between the historical average annual returns on the high book-to-market and low book-to-market portfolios Fama and French formed six return series (realized returns for companies in one of six categories): Small Big Low-Cap Mid-Cap High-Cap where small companies are those with market capitalizations below the median New York Stock Exchange (NYSE) company, and big companies are those with market capitalizations above the median NYSE company. Low-cap companies have bookvalue-to-market-value ratios in the bottom 30% of the NYSE companies, mid-cap companies have book-value-to-market-value ratios in the middle 40% of the NYSE companies, and high-cap companies have book-value-to-market-value ratios in the top 30% of the NYSE companies. Because the universe of stocks includes the NYSE, American Stock Exchange (AMEX), and NASDAQ, the result is that there are more small-capitalization companies by count than big-capitalization companies. Fama and French then calculated average returns for the three portfolios of small-cap companies and for the three portfolios of big-cap companies. They then subtracted the average return for big from small to get the small-cap minus big-cap risk premium. Then FF calculated average returns for the two portfolios of high-cap book-value-to-market-value ratio companies and for the two portfolios of lowcap book-value-to-market-value ratio companies. They then subtracted the average return for high-cap from low-cap to get the high-cap minus low-cap risk premium. Some people consider this factor to be a measure of financial distress. Fama and French then ran regressions of historical security returns against the three time series and calculated the Bi, si SMBP (SMBP, or size risk premium), and hi HMLP (HMLP risk premium). The Bi is not equivalent to the single-factor CAPM beta because this is a multiple regression; si is the sensitivity of the subject stock’s returns to the size, and hi is the sensitivity of the subject stock’s returns to book-value-to-market-value ratio. Different interpretations have been given to the book-value-to-market-value ratio. High book-value-to-market-value ratio companies have been termed value stocks or considered distressed stocks. Low book-value-to-market-value ratio stocks have been termed growth stocks or considered nondistressed stocks. One source of the FF factors is the Morningstar Beta Book. Another source of the three factors is Kenneth French’s web site: http://mba.tuck.dartmouth.edu/ pages/faculty/ken.french/data_library.html. Generally, using the FF three-factor model results in a large number of companies with high cost of equity compared to the resulting cost of equity from using pure CAPM. This conclusion leads users to ask whether the FF three-factor model is overcorrecting for size and/or financial distress or whether pure CAPM is E1C17 08/26/2010 Page 350 350 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL systematically underestimating the cost of equity capital. Also be aware that the FF factors tend to change regularly, leading to regular changes in cost of equity capital estimates. ARBITRAGE PRICING THEORY The concept of the arbitrage pricing theory (APT) was introduced by academicians in 1976.3 However, it was not until 1988 that data became available in a commercially usable form to permit application of the theory to the estimation of required rates of return in day-to-day practice. Interestingly, despite the theory’s longevity, it still is not widely used by practitioners today. Explanation of the APT Model As noted in Chapter 8, the pure CAPM is a univariate model; that is, pure CAPM recognizes only one risk factor: systematic risk relative to a market index. In a sense, APT is a multivariate extension of the pure CAPM. It recognizes a variety of risk factors that may bear pervasively on an investment’s required rate of return, one of which may be a CAPM-type market or market timing risk. It may be argued that the pure CAPM and APT are not mutually exclusive, nor is one of greater or lesser scope than the other. It also may be argued that the pure CAPM beta implicitly reflects the information included separately in each of the APT factors. However, in spite of its more limited use, most academicians consider the arbitrage pricing theory model richer in its information content and explanatory and predictive power.4 While pure CAPM is a single regression model, APT is a multiple regression model. In the APT model, the cost of equity capital for an investment varies according to that investment’s sensitivity to each of several different risk factors. The theoretical model itself does not specify what the risk factors are. Most formulations of the APT theory consider only risk factors of a pervasive macroeconomic nature, such as: & & 3 Yield spread. The differential between risky and less risky bonds as a measure of investors’ consensus confidence in economic prosperity Interest rate risk. Measured by the difference between long-term and short-term U.S. government bond yields Stephen A. Ross, ‘‘The Arbitrage Theory of Capital Asset Pricing,’’ Journal of Economic Theory (December 1976): 241–260; and Stephen A. Ross, ‘‘Return, Risk, and Arbitrage,’’ in Risk and Return in Finance, Irwin I. Friend and I. Bisksler, eds., (Cambridge, MA: Ballinger, 1977), 189–218. See also Stephen A. Ross, Randolph W. Westerfield, and Jeffrey F. Jaffe, Corporate Finance, 8th ed. (Burr Ridge, IL: McGraw-Hill, 2006). 4 See, for example, Richard Roll and Stephen A. Ross, ‘‘An Empirical Investigation of Arbitrage Pricing Theory,’’ Journal of Finance (December 1980): 1073–1103; Nai-fu Chen, ‘‘Some Empirical Tests of Arbitrage Pricing,’’ Journal of Finance (December 1983): 1393– 1414; Nai-fu Chen, Richard Roll, and Stephen A. Ross, ‘‘Economic Forces and the Stock Market: Testing the APT and Alternative Pricing Theories,’’ Journal of Business 59 (1986): 383–403. E1C17 08/26/2010 Page 351 Other Methods of Estimating the Cost of Equity Capital & & 351 Business outlook risk. Measured by changes in forecasts for economic variables such as gross national product (GNP) Inflation risk. Measured by changes in inflation forecasts The beta measuring market risk may or may not be one of the risk factors included in any particular practitioner’s version of the APT. In some versions, more industry-specific factors may be included, such as changes in oil prices. Exhibit 17.1 explains one version of APT risk factors. EXHIBIT 17.1 Explanation of APT Risk Factors CONFIDENCE RISK Confidence risk is the unanticipated changes in investors’ willingness to undertake relatively risky investments. It is measured as the difference between the rate of return on relatively risky corporate bonds and the rate of return on government bonds, both with 20-year maturities, adjusted so that the mean of the difference is zero over a long historical sample period. In any month when the return on corporate bonds exceeds the return on government bonds by more than the long-run average, this measure of confidence risk is positive. The intuition is that a positive return difference reflects increased investor confidence because the required yield on risky corporate bonds has fallen relative to safe government bonds. Stocks that are positively exposed to the risk then will rise in price. (Most equities do have a positive exposure to confidence risk, and small stocks generally have greater exposure than large stocks.) TIME HORIZON RISK Time horizon risk is the unanticipated changes in investors’ desired time to payouts. It is measured as the difference between the return on 20-year government bonds and 30-day Treasury bills, again adjusted to be mean zero over a long historical sample period. A positive realization of time horizon risk means that the price of long-term bonds has risen relative to the 30-day Treasury bill price. This is a signal that investors require a lower compensation for holding investments with relatively longer times to payouts. The price of stocks that are positively exposed to time horizon risk will rise to appropriately decrease their yields. (Growth stocks benefit more than income stocks when this occurs.) INFLATION RISK Inflation risk is a combination of the unexpected components of short- and long-run inflation rates. Expected future inflation rates are computed at the beginning of each period from available information: historical inflation rates, interest rates, and other economic variables that influence inflation. For any month, inflation risk is the unexpected surprise that is computed at the end of the month (i.e., it is the difference between the actual inflation for that month and what had been expected at the beginning of the month). Since most stocks have negative exposures to inflation risk, a positive inflation surprise causes a negative contribution to return, whereas a negative inflation surprise (a deflation shock) contributes positively toward return. Industries whose products tend to be ‘‘luxuries’’ are most sensitive to inflation risk. Consumer demand for luxuries plummets when real income is eroded through inflation, thus depressing profits for industries such as retailers, services, eating places, hotels and motels, and toys. In contrast, industries least sensitive to inflation risk tend to sell ‘‘necessities,’’ the demands for which are relatively insensitive to declines in real income. Examples include foods, cosmetics, tire and rubber goods, and shoes. Also companies that have large asset holdings such as real estate or oil reserves may benefit from increased inflation. (continued ) E1C17 08/26/2010 Page 352 352 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL EXHIBIT 17.1 (Continued ) BUSINESS CYCLE RISK Business cycle risk represents unanticipated changes in the level of real business activity. The expected values of a business activity index are computed both at the beginning and end of the month, using only information available at those times. Then business cycle risk is calculated as the difference between the end-of-month value and the beginning-of-month value. A positive realization of business cycle risk indicates that the expected growth rate of the economy, measured in constant dollars, has increased. Under such circumstances firms that are more positively exposed to business cycle risk—for example, firms such as retail stores that do well when business activity increases as the economy recovers from a recession—will outperform those such as utility companies that do not respond much to increased levels in business activity. MARKET TIMING RISK Market timing risk is computed as that part of the S&P 500 total return that is not explained by the first four macroeconomic risks and an intercept term. Many people find it useful to think of the APT as a generalization of the CAPM, and by including this Market Timing factor, the CAPM becomes a special case: If the risk exposures to all of the first four macroeconomic factors were exactly zero, then market timing risk would be proportional to the S&P 500 total return. Under these extremely unlikely conditions, a stock’s exposure to market timing risk would be equal to its CAPM beta. Almost all stocks have a positive exposure to market timing risk, and hence positive market timing surprises increase returns, and vice versa. A natural question, then, is: Do confidence risk, time horizon risk, inflation risk, and business cycle risk help to explain stock returns better than I could do with just the S&P 500? This question has been answered using rigorous statistical tests, and the answer is very clearly that they do. Source: Presented in a talk based on a paper, ‘‘A Practitioner’s Guide to Arbitrage Pricing Theory,’’ by Edwin Burmeister, Richard Roll, and Stephen A. Ross, written for the Research Foundation of the Institute of Chartered Financial Analysts, 1994. The exhibit is drawn from notes for ‘‘Controlling Risks Using Arbitrage Pricing Techniques,’’ by Edwin Burmeister. Reprinted with permission. APT Model Formula The econometric estimation of the APT model with multiple risk factors yields this formula: (Formula 17.2) EðRi Þ ¼ Rf þ ðBi1 RP1 Þ þ ðBi2 RP2 Þ þ . . . þ ðBin RPn Þ where: E(Ri) ¼ Expected rate of return on the subject security Rf ¼ Rate of return on a risk-free security RP1 . . . RPn ¼ Risk premium associated with risk factor 1 through n for the average asset in the market Bi l . . . Bin ¼ Sensitivity of security i to each risk factor relative to the market average sensitivity to that factor E1C17 08/26/2010 Page 353 Other Methods of Estimating the Cost of Equity Capital 353 Roger Ibbotson and Gary Brinson make these observations regarding APT: In theory, a specific asset has some number of units of each risk; those units are each multiplied by the appropriate risk premium. Thus, APT shows that the equilibrium expected return is the risk-free rate plus the sum of a series of risk premiums. APT is more realistic than CAPM because investors can consider other characteristics besides the beta of assets as they select their investment portfolios.5 Edwin Burmeister says this about APT: The APT takes the view that there need not be any single way to measure systematic risk. While the APT is completely general and does not specify exactly what the systematic risks are, or even how many such risks exist, academic and commercial research suggests that there are several primary sources of risk which consistently impact stock returns. These risks arise from unanticipated changes in the following fundamental economic variables: & & & & & Investor confidence Interest rates Inflation Real business activity A market index Every stock and portfolio has sensitivity (or betas) with respect to each of these systematic risks. The pattern of economic betas for a stock or portfolio is called its risk exposure profile. Risk exposures are rewarded in the market with additional expected return, and thus the risk exposure profile determines the volatility and performance of a well-diversified portfolio. The profile also indicates how a stock or portfolio will perform under different economic conditions. For example, if real business activity is greater than anticipated, stocks with a high exposure to business activity, such as retail stores, will do relatively better than those with low exposures to business activity, such as utility companies.6 Research has shown that the cost of equity capital as estimated by the APT tends to be higher for some industries and lower for others than the cost of equity capital using the CAPM. Early research also suggested that the multivariate APT model explains expected rates of return better than does the univariate CAPM.7 5 Roger G. Ibbotson and Gary P. Brinson, Investment Markets (New York: McGraw-Hill, 1987), 32. For a more extensive discussion of APT, see Frank K. Reilly, Investment Analysis and Portfolio Management, 8th ed. (Fort Worth, TX: Dryden Press, 2005). 6 Edwin Burmeister, ‘‘Using Macroeconomic Factors to Control Portfolio Risk,’’ Working paper, Duke University, March 9, 2003, 3. Available at http://web.econ.unito.it/nicodano/ roll_ross_apt_portfolio_management.pdf. 7 See, for example, Tim Koller, Marc Goedhart, and David Wessels, Valuation: Measuring and Managing the Value of Companies, 4th ed. (Hoboken, NJ: John Wiley & Sons, 2005), 317. E1C17 08/26/2010 Page 354 354 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL So, if the APT is more powerful than the pure CAPM, why is the APT not used more? For one thing, the variables are not specified. Also, there is no universal consensus about which variables are likely to have the greatest efficacy. Furthermore, implementing a model based on APT is complicated in that coefficients for several factors, rather than just one factor, must be worked out for each company for each specific time it is going to be applied. BIRR Portfolio Analysis, Inc. is a source for inputs to their version of the APT model. The BIRR Risk Index is a single overall risk measure for a stock or portfolio; one can think of this risk index as a multifactor equivalent to the single-factor CAPM beta. Exhibit 17.2 shows an example of comparison of the exposures of the Standard & Poor’s (S&P) 500 and Nike to the risk factors presented in Exhibit 17.1. Contact information for sources of information is given in Appendix II. COMPARING MODELS Researchers have studied the relative predictive power of the various models. In one such study, the author investigated the ability of models to capture time-varying predictability of returns. He studied the pure CAPM, FF three-factor model, and a fivefactor economic model (e.g., an APT-type model). At the industry level, he found that the pure CAPM is best in capturing time-variation of industry expected returns while the FF three-factor model was the worst. His five-factor economic model best captures effect of size (as measured by market capitalization) and book-value-tomarket-value ratio on the returns of portfolios.8 In another study, the authors found that the degree of financial leverage explains the book-to-market effect observed by FF.9 Two authors in another study expanded the FF three-factor model to include measures of company asset liquidity and proxies for business risk (volatility measures of assets’ profitability). They found that the expanded FF three-factor model can better explain stock returns.10 In another study, the authors tested various forms of the FF three-factor model, including adding yield spreads on bonds as an added variable explaining realized stock returns. For the period studied, 1973 to 1998, they found that the market, size, and book-value-to-market-value factors of the FF model were priced by the market and that adding yield spreads increased the ability of the model to explain differences in returns among stocks.11 8 Alex P. Taylor, ‘‘Conditional Factor Models and Return Predictability,’’ AFA 2006 Boston Meetings Paper, February 2005. 9 Lorenzo Garlappi and Hong Yan, ‘‘Financial Distress and the Cross Section of Equity Returns,’’ AFA 2008 New Orleans Meetings Paper, September 29, 2008. Available at http:// ssrn.com/abstract=970644. 10 Antonio Camara and Ali Nejadmalayeri, ‘‘Asset Liquidity, Business Risk and Beta,’’ Working paper, June 14, 2009. Available at http://ssrn.com/abstract=1360049. 11 Murillo Camello, Long Chen, and Lu Zhang, ‘‘Expected Returns, Yield Spreads and Asset Pricing Tests,’’ Review of Financial Studies (21) 2007: 1297–1338. E1C17 08/26/2010 Page 355 355 Other Methods of Estimating the Cost of Equity Capital EXHIBIT 17.2 Example of BIRR Risk Index for S&P 500 and Nike as of September 2009 The risk exposure profile for the S&P 500 and the corresponding prices of risk (the risk premiums) are: Risk Factor Exposure for S&P 500 Price of Risk (%/yr) 0.9208 0.4516 0.1340 2.2557 1.00 0.5982 3.9849 0.2389 0.2759 3.0312 Confidence Risk Time Horizon Risk Inflation Risk Business Cycle Risk Market Timing Risk For each risk factor, the contribution to expected return is the product of the risk exposure and the corresponding price of risk, and the sum of the products is equal to the expected return in excess of the 30-day Treasury bill rate: Exposure for S&P 500 Risk Factor Confidence Risk Time Horizon Risk Inflation Risk Business Cycle Risk Market Timing Risk 0.9208 0.4516 0.1340 2.2557 1.00 Price of Risk (%/yr) 0.5982 3.9849 0.2389 0.2759 3.0312 Contribution of Risk Factor to Expected Return ¼ ¼ ¼ ¼ ¼ 0.5509 1.7995 0.032 0.6224 3.0312 Sum ¼ Expected Excess Return for the S&P 500 ¼ 6.04% The price of each risk factor tells you how much expected return will change due to an increase or decrease in your portfolio’s exposure to that type of risk. The risk exposure profile for Nike is: Risk Factor Confidence Risk Time Horizon Risk Inflation Risk Business Cycle Risk Market Timing Risk Exposure for Nike Exposure for S&P 500 0.2635 0.8371 0.1325 0.4241 1.2108 0.9208 0.4516 0.1340 2.2557 1.00 These exposures give rise to an expected excess rate of return for Nike equal to 7.25%/yr compared with the 6.04%/yr that is computed for the S&P 500. Source: Edwin Burmeister, ‘‘Using Macroeconomic Factors to Control Portfolio Risk,’’ Working paper, Duke University, March 9, 2003. (This paper is based on an early version of ‘‘A Practitioner’s Guide to Arbitrage Pricing Theory,’’ in A Practitioner’s Guide to Factor Models (Research Foundation of the Institute of Chartered Financial Analysts, 1994)). Source for BIRR update: BIRR Risk and Returns Analyzer, July 2006 release updated to September 2009. Are the FF model factors simply proxies for more commonly used measures of risk? One study found that a company’s sensitivity to the book-valueto-market-value factor is related to the degree of operating leverage. They also reported that a company’s sensitivity to the size factor is related to its E1C17 08/26/2010 Page 356 356 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL degree of financial leverage (though not as strongly as the operating leverage relationship).12 Other authors proposed alternative models to the FF three-factor model. For example, in one paper, the authors proposed that the model consist of market risk, amount of investment to assets, and the return on assets. They compared the results of employing their model to the FF three-factor model and found that it better explains realized returns.13 Exhibit 17.3 displays a comparison of the cost of equity capital obtained by using the pure single-factor CAPM, the FF three-factor model, and the BIRR version of APT. MARKET-DERIVED CAPITAL PRICING MODEL In cases when a company has troubled operations and is declining (negative returns) while the market returns are stable or rising, any of the risk measures that rely on comparing the historical realized returns of the subject company to the market returns will probably give measures that are unrepresentative of the company’s true risk. For example, one could get a very low beta indicating low risk when in fact the subject company’s cost of equity capital should reflect high risk. What does one do? One can certainly turn to the fundamental risk studies, such as the Duff & Phelps Risk Study, and use the build-up method to estimate the cost of equity capital. Alternatively, if the subject company is a publicly traded company with publicly traded options, one can extract implied variance statistics from publicly traded options and develop a risk measure that is current and forward-looking rather than based on historical returns. One such model is the market-derived capital pricing model.14 The technique can be summarized in five steps for a public company with traded options. Step 1: Calculate the forward break-even price, Pn. This price represents the minimum amount equity investors must be compensated, knowing that the return on stock must be greater than return on bonds of the subject company and the current bond yield reflects the specific-company risk of the company. The expected return of the subject company stock equals the expected return due to dividends plus the expected return resulting from capital gains: EðRi Þ ¼ EðRdiv Þ þ E Rcap gains 12 Luis Garcia-Feijoo and Randy Jorgensen, ‘‘Can Operating Leverage Be the Cause of the Value Premium?’’ Working paper, December 2007. Available at http://ssrn.com/ abstract=1077739. 13 Long Chen and Lu Shang, ‘‘A Better Three-Factor Model That Explains More Anomalies,’’ Working paper, June 2009, forthcoming in the Journal of Finance. 14 James McNulty, Tony Yeh, William Schulze, and Michael Labatkin, ‘‘What’s Your Real Cost of Capital?’’ Harvard Business Review (October 2002): 114. E1C17 08/26/2010 Page 357 357 Other Methods of Estimating the Cost of Equity Capital EXHIBIT 17.3 Comparative Cost of Equity Capital Models: CAPM versus FF versus APT Comparative Equity Return Models as of September 30, 2009 CAPM F-F 3BIRR Company þSP1 CAPM Factor APT CAPM F-F Beta Beta F-F SMB F-F HML Systems Software Microsoft (MSFT) Novell (NOVL) Symantec (SYMC) 8.95% 10.72% 9.82% 6.12% 4.98% 6.67% 0.96 0.92 0.94 1.07 0.80% 1.33% 1.32 2.14% 1.91% 0.62 3.52% 0.50% Application Software Adobe Systems (ADBE) Autodesk (ADSK) JDA Software (JDAS) 14.72% 14.10% 15.31% 6.40% 17.20% 16.46% 16.39% 12.47% 14.91% 12.56% 13.34% 12.21% 1.83 2.26 1.55 1.76 2.48% 0.87% 2.23 0.34% 0.43% 1.58 2.21% 1.59% 9.31% 9.39% 9.09% 7.24% 9.20% 11.46% Healthcare Equipment CR Bard (BCR) 5.81% Zimmer Holdings (ZMH) 10.54% Stryker (SYK) 9.88% Varian Medical (VAR) 9.01% 5.19% 4.40% 4.37% 9.92% 11.50% 10.64% 9.26% 10.31% 5.58% 8.27% 9.89% 4.12% 0.21 1.07 0.95 0.77 0.3 1.26% 0.02% 0.65 1.39% 2.50% 0.84 2.07% 0.41 0.58 2.68% 0.01 Integrated Petroleum Chevron Exxon Mobil Occidental Petroleum 7.62% 6.56% 9.75% Apparel Retail Ross Stores (ROST) Abercrombie & Fitch (ANF) Gap (GPS) 6.32% 5.39% 9.03% 8.50% 6.54% 5.03% 0.65 0.46 1.04 0.97 1.18% 1.87% 0.73 1.27% 1.39% 1.34 0.21% 2.58% 9.01% 8.27% 9.68% 13.03% 12.06% 12.21% 7.12% 9.01% 0.77 1.46 0.53 1.44 1.96% 0.20% 0.77% 0.06% 1.2 0.98 0.28% 1.61% 0.66 1.19 1.48 0.39 1.42% 1.33% 0.98 1.10% 1.02% 1.53 0.48% 0.10% 7.25% 6.20% 9.39% 11.25% 10.63% 11.31% 14.19% Aerospace and Defense Raytheon (RTN) 7.30% 7.66% 8.93% 10.32% General Dynamics (GD) 10.22% 10.58% 11.54% 9.89% Precision Castparts (PCP) 12.79% 12.17% 11.87% 15.91% 1 Size Premiums from SBBI 2009 Valuation Yearbook, Table 7.5, p. 94. Source: Source for CAPM betas and three-factor premiums: Ibbotson Beta Book, First 2009 Edition. Copyright # 2009 Morningstar Inc. Source for BIRR estimate: BIRR Risk and Returns Analyzer, July 2006 release. Updated to September 2009. Source for Small Stock Premium (SSP): 2009 Stocks, Bonds, Bills, and Inflation1 Valuation Yearbook. Copyright # 2009 Morningstar, Inc. Assumptions used in CAPM and three-factor calculations: Rf ¼ 4.04% (20-year Treasury security yield on September 30, 2009), ERP ¼ 5.5%. Calculations by Duff & Phelps LLC. Used with permission. All rights reserved. The minimum return resulting from capital gains must be the yield on the subject company debt minus the expected return on the stock due to dividends: Minimum E Rcap gains ¼ kd EðRdiv Þ ¼ company bond yield ðD=PÞ The price the subject company stock must reach at the end of the period n to earn the minimum rate of return is represented by Pn. That is, the stock E1C17 08/26/2010 Page 358 358 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL price must at a minimum increase from P0 to Pn to earn a compound rate of return equal to (kd D/P) in each of n periods: Pn ¼ P0 ð1 þ kd D=P0 Þn E(Ri) ¼ Expected rate of return on equity i E(Rdiv) ¼ Expected equity rate of return on dividend E(Rcapgains) ¼ Expected equity rate of return on capital gains kd ¼ Discount rate for debt (net of tax affect, if any) D/P0 ¼ Dividend yield on stock Pn ¼ Stock price in period n P0 ¼ Stock price at valuation period where: Step 2: Estimate the stock’s future volatility (s) using an option pricing model like the Black-Scholes option pricing model to solve for the implied volatility. Step 3: Calculate the cost of downside insurance using Black-Scholes option pricing model, and calculate the value of a theoretical put option with the strike price equal to the forward break-even price Pn (from step 1) and implied volatility s (from step 2) and the cost of funds (corporate interest rate). Step 4: Derive the annualized excess equity return; that is, divide the theoretical put option price (step 3) by P0 and convert it to an annual percentage rate following an annuity formula. This gives the rate of excess return required on the company’s shares. Step 5: Add the excess return to the corporate bond yield to derive E(Ri). The market-derived capital pricing model is responsive to changes in the stock market’s pricing of the subject company, as news is reflected in the stock prices and implied volatility of the option pricing. YIELD SPREAD MODEL The authors of one paper estimated the expected return on debt and equity based on yield spreads. To do this, one looks at the differences in market yields on bonds of different ratings. Using historical default rates on bonds, one can estimate expected default rates on bonds and, from that, a firm’s current cost of debt for use in its cost of capital. One can estimate a market consensus equity risk premium using these debt ratings (i.e., the equity risk premium for specific ratings classes based on differences in leverage), which can be used to estimate a firm-specific cost of equity, given the subject company’s debt rating. The data on which the authors built their analyses were drawn from 1994 to 1999. The authors estimated equity risk premiums ranging from 3.1% for AA-rated firms E1C17 08/26/2010 Page 359 Other Methods of Estimating the Cost of Equity Capital 359 to 8.5% for B-rated companies over U.S. government bonds of comparable duration.15 As we discussed in Chapter 12, these results can be used as a reasonableness check for the cost of equity capital. IMPLIED COST OF EQUITY CAPITAL There are at least two methods of estimating the cost of equity capital implied using a company’s current stock price: the discounted cash flow (DCF) method and the residual income (RI) method. These methods of estimating the cost of equity capital, like the market-derived capital pricing model, are responsive to changes in the stock market’s pricing of the subject company as news is reflected in the stock prices. They provide direct evidence of the returns that actual investors require for a public company stock on a given date.16 The DCF Method Implying the cost of equity capital using the DCF method is equivalent to applying the DCF method in reverse. This implies that the current stock price is equal to the expected future returns discounted to a present value at a discount rate that represents the equity cost of capital for the company. Since the present value (i.e., the current stock price) is known, the calculations are configured to solve for ke, the cost of equity capital. Two main types of models are used to implement the DCF method as it is applied to estimating cost of equity capital. The first, and most popular, is the single-stage model. The second, and most accurate (in most instances), is the multistage model. Although these models can be used to imply the weighted average cost of capital, they typically are used to estimate the cost of equity capital. The discussion that follows is based on equity rates of return only. Single-Stage DCF Model The single-stage DCF model is based on a rewrite (an algebraic manipulation) of a constant growth model, such as the Gordon Growth Model, presented earlier as Formula 4.6 and repeated here: (Formula 17.3) PV ¼ 15 NCF0 ð1 þ gÞ ke g Ian Cooper and Sergei Davydenko, ‘‘Using Yield Spreads to Estimate Expected Returns on Debt and Equity,’’ Working paper, February 2003. Available at http://ssrn.com/ abstract=387380. In another paper, Harjoat Bhamra, Lars-Alexander Kuehn, and llya Strebuaev, ‘‘The Levered Equity Risk Premium and Credit Spreads: A Unified Framework,’’ Working paper, July 18, 2007, study the substantial empirical evidence that stock returns can be predicted by credit spreads, and movement in stock-return volatility can explain movements in credit spreads and explore the joint pricing of corporate bonds and stocks. Available at http://ssrn.com/abstract=1016891. 16 Perry Ukren, ‘‘Estimating Discount Rates: An Alternative to the CAPM,’’ Valuation Strategies (March–April 2005): 10–15. E1C17 08/26/2010 Page 360 360 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL where: PV ¼ Present value NCF0 ¼ Net cash flow in period 0, the period immediately preceding the valuation date ke ¼ Cost of equity capital (discount rate) g ¼ Expected long-term sustainable growth rate in net cash flow to investor When the present value (i.e., the market price) is known, but the discount rate (i.e., the cost of capital) is unknown, Formula 17.3 can be rearranged to solve for the cost of capital: (Formula 17.4) NCF0 ð1 þ gÞ þg PV where the variables have the same definitions as in Formula 17.3. In publicly traded companies, the net cash flow that the investor actually receives is the dividend. We can substitute some numbers into Formula 17.3 and thus illustrate estimating the cost of equity capital for Alpha Utilities, Inc. (AUI), an electric, gas, and water utility conglomerate, by making these three assumptions: ke ¼ 1. Dividend. AUI’s dividend for the latest 12 months was $3.00 per share. 2. Growth. Analysts’ consensus estimate is that the long-term growth in AUI’s dividend will be 5%. 3. Present value. AUI’s current stock price is $36.00 per share. Substituting this information into Formula 17.4, we have: (Formula 17.5) ke ¼ $3:00ð1 þ 0:05Þ þ 0:05 $36:00 $3:15 þ 0:05 $36:00 ¼ 0:088 þ 0:05 ¼ ¼ 13:8% Thus, according to this computation, AUI’s cost of equity capital is estimated to be 13.8% (8.8% dividend yield plus 5.0% expected stock price increase). The preceding is the formulation used in the Morningstar Cost of Capital Yearbook, ‘‘Analysts Single-Stage Discounted Cash Flow’’ cost of equity capital estimate. The source of the Morningstar growth estimates is the I/B/E/S database (now Thomson Financial) of long-term growth rate estimates. A number of other sources of growth estimates are included in Appendix II. This single-stage DCF model often is used in utility rate hearings to estimate a utility’s cost of equity capital.17 17 For a concise discussion of the use of this model for utility rate-setting, see Richard A. Brealey, Stewart C. Myers, and Franklin Allen, Principles of Corporate Finance, 8th ed. (Boston: Irwin McGraw-Hill, 2006), 67–68. E1C17 08/26/2010 Page 361 Other Methods of Estimating the Cost of Equity Capital 361 Like the capitalization shortcut version of the discounting model used for valuation, the single-stage DCF model for estimating cost of capital is deceptively simple. In utility settings, the dividend yield is assumed to be an appropriate estimate of the first input, cash flow yield. This is reasonable, because publicly traded utilities typically pay dividends, and these dividends represent a high percentage of available cash flows. In cases where the utility’s dividend yield is abnormally high or low, a normal dividend yield is used. It is difficult, however, to use dividend yields with all publicly traded companies. For many companies, dividend payments may be unrelated to the level of or growth in earnings or cash flows. A large number of companies do not pay dividends or pay only a token amount. In these cases, theoretically, the growth component, g, will be larger than that of an otherwise similar company that pays higher dividends. In practice, properly adjusting for this lack of dividends is extremely difficult. One way to avoid the dividend issue is to define cash flows more broadly. Instead of considering only the cash flows investors actually receive (dividends), the analyst might define net cash flows as those amounts that could be paid to equity investors without impeding a company’s future growth. As noted in Chapter 3, net cash flow to equity, NCFe, is usually defined as in Formula 3.1. Of course, these cash flows are not those paid to investors, but, presumably, investors ultimately realize the benefit of these amounts through higher future dividends, a special dividend, or, more likely, stock price appreciation. Some analysts assume that over the very long run, net (after-tax) income should be quite close to cash flows. Therefore, they assume that net income can be used as a proxy for net cash flow. This assumption should be questioned on a case-by-case basis. For a growing company, capital expenditure and working capital requirements may make the assumed equivalence of net income and net cash flow so remote as to be irrelevant. The other, and perhaps more problematic, input is the expected growth rate. An important characteristic of the growth rate is that it is the perpetual annual growth rate. Future growth rates do not have to be the same for every year; however, the average rate should be equal to this perpetual rate. For example, if a company is expected to grow at 10% per year for the next four years and 3% per year thereafter, then the average growth rate into perpetuity could be estimated as about 5%. If the company is expected to grow by 10% per year for the next 20 years and 3% per year thereafter, the average growth rate is probably closer to 9%. However, this would be an extreme case. It is theoretically impossible for the sustainable perpetual growth rate for a company to significantly exceed the growth rate in the economy. Any rate over a 6% to 7% perpetual growth rate should be questioned carefully. Multistage DCF Models Multistage models come closer to reversing the discounting process than do single-stage models that simply reverse the capitalization process. However, they involve additional variables that require estimation. Multistage models do not incorporate specific expected return amounts for specific years, but they do incorporate different growth rates for different expected growth stages, most often three stages. Multistage models have one main advantage over single-stage models: Using more than one growth rate reduces reliance on a single such rate. Furthermore, it is unnecessary to compute a blended growth rate. E1C17 08/26/2010 Page 362 362 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL The main disadvantage of a multistage model is its computational complexity relative to the single-stage model. Unlike the single-stage model, the multistage model must be solved iteratively. It also differs from the single-stage model in that there is no single form of the multistage model. Two main factors determine the form of the model: 1. Number of growth stages. Usually there are either two or three growth stages. 2. Length of each stage. Usually each stage is between three and five years long. In a three-stage model, the discounting formula that must be reversed to solve for k, the cost of capital, looks like this: (Formula 17.6) PV ¼ h i 5 NCF0 ð1 þ g1 Þn X n¼1 where: ð1 þ ke Þn þ h i n5 10 NCF 5 ð1 þ g Þ X 2 n¼6 ð1 þ ke Þn þ NCF10 ð1 þ g3 Þ ke g3 ð1 þ ke Þ10 NCF0 ¼ Net cash flow (or dividend) in the immediately preceding year NCF5 ¼ Expected net cash flow (or dividend) in the fifth year NCF10 ¼ Expected net cash flow (or dividend) in the tenth year g1, g2, and g3 ¼ Expected growth rates in NCF (or dividends) through each of stages 1, 2, and 3, respectively ke ¼ Cost of equity capital (discount rate) These stages can be formed in three-year increments, five-year increments, or increments of any number of years. Also, the length of the second stage can differ from the length of the first stage. As noted earlier, this equation must be solved iteratively for k. Fortunately, many spreadsheet software packages, such as Microsoft Excel, can perform this calculation. Morningstar, for example, in its Cost of Capital Yearbook, uses two 5-year stages and then a growth rate applicable to earnings over all future years after the first 10 years. In the first and second stages, Morningstar uses estimated cash flows instead of dividends. It defines cash flows for this purpose as net income plus noncash charges less capital expenditures. This definition comes close to our definition of net cash flow to equity, except that it does not subtract additions to working capital or adjust for changes in outstanding debt principal. Morningstar’s third-stage (long-term) growth rate is the expected long-term inflation forecast plus the historical real gross domestic product (GDP) growth rate. Residual Income Method Like the DCF method, the RI method (or the related abnormal earnings growth [AEG] method) is considered by some to be more direct and simpler than the buildup model or the CAPM for a public company. The single-stage residual income model is based on a rewrite of a constant growth model presented in Formula 4.20. E1C17 08/26/2010 Page 363 Other Methods of Estimating the Cost of Equity Capital 363 When the present value (i.e., the market price) is known, but the discount rate (i.e., the cost of capital) is unknown, Formula 4.20 can be rearranged to solve for the cost of capital, as shown: (Formula 17.7) ke ¼ g þ ½ðPV 0 BV 0 Þ=PV 0 þ RIe;1 =PV 0 PV 0 BV 0 RIe;1 þ ke ¼ g þ PV 0 PV 0 where: PV0 ¼ Present value BV0 ¼ Book value (net asset value) for period 0, the period immediately preceding the valuation date RIe,1 ¼ Residual income to common equity capital for period 1 ke ¼ Cost of equity capital g ¼ Expected long-term sustainable growth rate in net cash flow to common equity investors Similarly the AEG model is a rewrite of a constant growth model presented as Formula 4.22 and can be similarly rearranged to solve for the cost of capital. Peter Easton has used the concepts of the AEG model to improve on the popular PEG ratio.18 The PEG ratio (the price-to-earnings ratio divided by the short-term earnings growth rate) has become a fairly widely used means of combining prices and forecasts of earnings and earnings growth into a ratio. Advocates of the PEG ratio hold that it takes into account differences in short-run earnings growth. The author developed a methodology that simultaneously estimates the expected rate of return and the rate of change in abnormal earnings growth in earnings beyond the short forecast horizon. He then demonstrated the use of the methodology with prices and analysts’ short-term earnings forecasts for years 1981 to 1995 and estimated the implied cost of capital and the long-run change in abnormal earnings growth. USING ANALYST FORECASTS A common approach to deriving a perpetual growth rate is to obtain stock analysts’ estimates of earnings growth rates. The advantage of using these growth estimates is that they are prepared by people who follow these companies on an ongoing basis. These professional stock analysts develop a great deal more insight into these companies than a casual investor or a valuation analyst not specializing in the industry is likely to achieve. There are, however, four caveats when using this information: 1. These earnings growth estimates typically are for only the next two to five years; they are not perpetual. Therefore, any use of these forecasts in a single-stage DCF model must be tempered with a longer-term forecast. 18 Peter Easton, ‘‘PE Ratios, PEG Ratios, and Estimating the Implied Expected Rate of Return on Equity Capital,’’ Accounting Review 79 (2004): 73–96. E1C17 08/26/2010 Page 364 364 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL 2. Most published analysts’ estimates come from sell-side stock analysts who work for firms that are in business to sell publicly traded equities. Thus, although their earnings forecasts fall within the range of reasonable possibilities, they may be at the high end of the range. Furthermore, they rarely publicize negative earnings estimates. 3. Usually these estimates are obtained from firms that provide consensus earnings forecasts; that is, they aggregate forecasts from a number of analysts and report certain summary statistics (mean, median, etc.) on these forecasts. For a small publicly traded company, there may be only one or even no analyst following the company. As is discussed in Chapters 14 and 15, the potential for forecasting errors is greater when the forecasts are obtained from a very small number of analysts. These services typically report the number of analysts who have provided earnings estimates, which should be considered in determining how much reliance to place on forecasts of this type. 4. The analysts’ estimates are typically denominated as net income. Any significant variations between net income and net cash flow require adjustment. The issues surrounding using analyst forecasts just described are equally applicable if you use the DCF method or the RI method to estimate the cost of equity capital. Several authors have published studies on the usefulness and bias of analysts’ forecasts. For example, one study ‘‘examines the ability of na€ve investor expectations models to explain the higher returns to contrarian investment strategies.’’ The authors: find no systematic evidence that stock prices reflect naive extrapolation of past trends in earnings or sales growth. . . . [H]owever, we find that stock prices appear to naively reflect analysts’ biased forecasts of future earnings growth. Further, we find that naı̈ve reliance on analysts’ forecast of future earnings growth can explain over half of the higher returns to contrarian investment strategies. [T]he evidence suggests that stock prices naively incorporate analysts’ forecasts of long-term earnings growth. In particular, our results indicate that earnings tend to grow at less than half the rate predicted by analysts, but that stock prices initially reflect substantially all of the forecast earnings growth.19 In another study, the authors tested the relationship of accounting information and firm value based on a residual income model (book value plus present value of future residual income which is, income in excess of the cost of capital) using analyst earnings forecasts (I/B/E/S consensus earnings forecasts to proxy for market expectations of future earnings). That study provided evidence on the reliability of I/B/E/S consensus forecasts for valuation (and a method for correcting predictable forecast errors).20 19 Patricia Dechow and Richard Sloan, ‘‘Returns to Contrarian Investment Strategies: Tests of Nai€ve Expectations Hypotheses,’’ Journal of Financial Economics (January 1997): 3–27. Quotes are from 3, 4. 20 Richard Frankel and Charles M. C. Lee, ‘‘Accounting Valuation, Market Expectation, and Cross-Sectional Stock Returns,’’ Journal of Accounting and Economics (June 1998): 283– 319. E1C17 08/26/2010 Page 365 Other Methods of Estimating the Cost of Equity Capital 365 Are one set of analyst projections more accurate than another? In one study, the authors compared I/B/E/S quarterly forecasts to Value Line’s and found for the study period that the I/B/E/S forecasts outperformed Value Line forecasts in terms of accuracy and proxies for market expectations. The I/B/E/S long-term forecasts are less biased and more accurate: Using more recent data . . . we reach different conclusions [than earlier studies]. . . . We find that . . . I/B/E/S quarterly earnings forecasts significantly outperform Value Line in terms of accuracy and as proxies for market expectations. . . . We also evaluate long-term forecasts and find that I/B/E/S forecasts are less biased and more accurate.21 Those authors reported the results of projected earnings amounts rather than growth rates. (They used the I/B/E/S long-term growth rate to project the earnings per share four years into the future and compared this with the actual earnings per share four years out.) The results indicated that I/B/E/S mean forecast error in Year 4 can be translated into a typical growth rate adjustment for, say, 15% growth, implying a ratio of actual to forecast of 0.89.22 Analyst cash flow forecasts seem to be even less accurate than their earnings forecasts.23 Peter Easton highlights the errors that will be introduced if invalid assumptions are made about growth beyond the short horizon for which analysts’ forecasts of earnings are available.24 Easton concludes that in light of the analysts’ tendency to be optimistic, the estimate of the expected rate of returns are generally likely to be higher than the cost of capital.25 Other studies estimated the bias resulting from using analysts’ forecasts in estimating the cost of equity capital from the residual income method. One study reported that cost of capital estimates were on the average 2.8% too high because of analyst forecast bias (an average of 9.4% based on analysts’ estimates versus 6.6% after removing the bias in the analysts’ estimates).26 The authors found that the bias 21 Sundaresh Ramnath, Steve Rock, and Philip Shane, ‘‘Value Line and I/B/E/S Earnings Forecast,’’ International Journal of Forecasting (January 2005): 185–198. 22 Sundaresh Ramnath, Steve Rock, and Philip Shane, ‘‘Value Line and I/B/E/S Earnings Forecast,’’ International Journal of Forecasting (January 2005): 185–198, Table 6, panel A. I/B/ E/S mean forecast error in Year 4 can be translated into a typical growth rate adjustment for 15% growth in this way: ((1.15^4)(1 .0545))^.25 1 ¼ 13.4%, implying a ratio of actual to forecast of 13.4/15 = 0.89. 23 Dan Givoly, Carla Hayn, and Reuven Lehavy, ‘‘The Quality of Analysts’ Cash Flow Forecasts,’’ Working paper, February 16, 2009, forthcoming, Accounting Review. Available at http://ssrn.com/abstract=1423137. 24 Peter D. Easton, ‘‘Use of Forecasts of Earnings to Estimate and Compare Cost of Capital across Regimes,’’ Journal of Business Finance & Accounting (April–May 2006): 374–394. 25 Peter D. Easton, ‘‘Use of Forecasts of Earnings to Estimate and Compare Cost of Capital across Regimes,’’ Journal of Business Finance & Accounting (April–May 2006): 376. 26 Peter D. Easton and Gregory A. Sommers, ‘‘Effect of Analysts’ Optimism on Estimates of the Expected Rate of Return Implied by Earnings Forecasts,’’ Journal of Accounting Research 45(5) (2007): 983–1015. E1C17 08/26/2010 Page 366 366 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL in analysts’ estimates decreased as the size of the company increased. In a later study, the author reported that the cost of capital estimates were on the average 2.4% too high because of analyst forecast bias (an average of 11.0% based on analysts’ estimates versus 8.6% after removing the bias in the analysts’ estimates).27,28 What causes the analysts to produce such optimistic forecasts? One study found that analysts do not adequately take into account the impact of earnings volatility on earnings predictability.29 Another study examined the information content in changes in analyst forecasts. When an analyst changes his forecast, it indicates to the market that his valuation differs from that of the market. That difference can come from changes in his earnings forecast, discount rate, or growth forecast. Are any of these more accurate changes? The authors found that earnings-based forecast changes are characterized by hard information, greater verifiability, and shorter forecast horizons. They concluded that earnings-based forecast changes are less subject to bias than changes in forecasts based on changes in discount rates and growth rates. Their finding is consistent with other studies that find that the longer the forecast horizon, the more optimistic typically are the forecasts.30 The market appears to recognize the better reliability in earnings-based, shortterm forecast changes that are more informative.31 Still another study found that analysts’ forecasts are no better than a simple random-walk time-series model forecast over longer forecast periods (36 months from the forecast date). Analysts’ forecasts are particularly poor for smaller and younger firms.32 The authors do point out that their results do not refute studies that use analysts’ forecasts to proxy for market expectations. Many of the problems inherent in using the single-stage model to estimate cost of capital are addressed by using a multistage model. 27 Stephannie Larocque, ‘‘Disclosure, Analyst Forecast Bias, and the Cost of Equity Capital,’’ Working paper, December 2008: 18, Available at http://ssrn.com/abstract=1282170. 28 If one aggregates cost of capital estimates based on analysts’ forecasts with the estimated bias removed into value-weighted averages (similar to the S&P 500), the Easton and Sommers study (footnote 28) results in an implied ERP estimate of 4.43% as of 2004 and the Larocque study (footnote 29) results in an implied ERP estimate of 3.6% as of 2006. 29 Ilia D. Dichev and Vicki Wei Tang, ‘‘Earnings Volatility and Earnings Predictability,’’ Working paper, September 2008, Available at http://ssrn.com/abstract=927305, forthcoming in Journal of Accounting and Economics. 30 Ambrus Kecskes, Roni Michaely, and Kent L. Womack, ‘‘What Drives the Value of Analysts’ Recommendations: Earnings Estimates or Discount Rate Estimates?’’ Working paper, February 21, 2010, Available at http://papers.ssrn.com/sol3/papers.cfm? abstract_id=1478451. 31 Ambrus Kecskes, Roni Michaely, and Kent Womack, ‘‘What Drives the Value of Analysts’ Recommendations: Earnings Estimates or Discount Rate Estimates?’’ Working paper, September 2009. Available at http://ssrn.com/abstract=1478451. see also Randolph B. Cohen, Christopher Polk, and Tuomo Vuolteenaho, ‘‘The Value Spread,’’ Journal of Finance 58 (2003): 609–641, who conclude that changes in cash flows typically explain roughly 75% of the variation in stock prices and stock returns. 32 Mark Bradshaw, Michael Drake, James Myers, and Linda Myers, ‘‘A Re-Examination of Analysts’ Superiority over Time-Series Forecasts,’’ Working paper, December 2009. Available at http://ssrn.com/abstract=1528987. E1C17 08/26/2010 Page 367 Other Methods of Estimating the Cost of Equity Capital 367 SOURCES OF INFORMATION To perform an implied cost of capital analysis rather than use data compiled by one of the services, a variety of inputs are necessary, including company-specific data, industry outlook data, and long-term macroeconomic forecasts. Company data can be obtained from Securities and Exchange Commission (SEC) filings or services such as Standard & Poor’s (a division of McGraw-Hill), Moody’s (published by Mergent, Inc.), or Value Line Publishing, Inc. Analysts’ estimates can be compiled from individual analysts’ reports or from one of the three earnings consensus reporting services: Thomson Financial (formerly First Call and I/B/E/S), Multex-Ace, and Zack’s Investment Research, Inc. There are a great number of different industry forecasts. For some industries, excellent material is available from industry trade associations, although they tend to focus primarily on revenues rather than on cash flows. There is also a wide variety of macroeconomic forecast information. Appendix II lists details on many sources providing data in all these categories. A more comprehensive compilation of the industry forecasts is the Business Valuation Data, Publications & Internet Directory, published annually by Business Valuation Resources, LLC (www.BVResources.com). SUMMARY Various models have been developed and are in active use by academics and practitioners because the single-factor pure CAPM has generally proven to provide unreliable estimates of the cost of equity capital. The FF three-factor model is an empirically derived model that has gained wide acceptance but not wide use by practitioners, though that use is increasing particularly in the utility rate making area. The three risk factors can be obtained from Morningstar’s Beta Book or from Kenneth French’s web site, making implementation of the model relatively easy. However, the FF three-factor model has not proven to provide a consistently reliable estimate of the cost of equity capital. The FF three-factor model is widely used by academic researchers and is often used instead of the pure CAPM in such research. For example, in Chapter 15, we discussed the study of unsystematic risk as the study of residuals resulting from fitting models to realized stock returns; most of those researchers use the FF threefactor model or variations of the model (adding more factors). The APT is a multivariate model for estimating the cost of equity capital. The risk factor variables are not specified, but most formulations use macroeconomic factors that may affect the rates of return of different companies to different degrees. The beta in the CAPM may or may not be one of the factors. Partly because of lack of consensus on the specific factors and the complexity of the model, it has not enjoyed wide usage. Moreover, the macroeconomic factors used in current applications of APT may have a considerably less significant systematic impact on the cost of capital for smaller companies or on individual divisional or project decisions than for large national companies. The market-derived capital pricing model and the yield spread model use current bond yields on the subject company bonds as a base risk measure. The bond E1C17 08/26/2010 Page 368 368 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL yields incorporate current market conditions and the entire risk profile, including the company-specific risk of the subject company. The implied method of cost of capital estimation uses current public stock price information to estimate implied costs of equity capital. You can use either a DCF method or an RI method. The single-stage DCF method uses a Gordon Growth Model type of formula, with the present value (i.e., the stock price) known, solving for k, the cost of equity capital. The multistage DCF method uses two or more growth estimates for different future periods. As with the pure CAPM, applying the method to closely held companies involves using publicly traded companies as proxies in a similar industry group to develop a starting point, with modifications for differences in the characteristics between the public guideline companies and the subject company. Analysts can obtain DCF-based cost of capital estimates for public companies and industries from several services that compile them or can build their own estimates. Research continues to improve the methods for estimating the cost of equity capital. Alternative models are being explored.33 Recent research has been reported on using option prices on traded options of public stocks to find the implied cost of equity capital. Options have been used to estimate expected volatility, and these authors expanded the option pricing models to estimate the cost of equity capital that must be implied by the price and volatility of call and put options. Their results of applying the methodology to the stocks comprising the S&P 100 firms are promising in that their implied cost of equity estimates are reasonable and consistent with estimates obtained using the FF three-factor model.34 ADDITIONAL READING Palkar, Darshana D., and Stephen E. Wilcox. ‘‘Adjusted Earnings Yields and Real Rates of Return.’’ Financial Analysts Journal (September–October 2009): 66–79. TECHNICAL SUPPLEMENT APPENDIX I We include an excerpt from the report submitted by Roger Grabowski in the case Herbert V. Kohler, Jr. et al. v. Commissioner of Internal Revenue in the Cost of Capital: Applications and Examples 4th ed. Workbook and Technical Supplement, Appendix I, which appears on the companion John Wiley & Sons web site. In that case, Grabowski used the CAPM, the Duff & Phelps Risk Premium Report, and the FF three-factor model in estimating the cost of capital. He submitted a report using multiple methods in the belief that no one method is likely to produce the true cost of capital. The use of multiple methods provides a range of market indications upon which the analyst then applies judgment to reach a final conclusion. 33 Long Chen and Lu Zhang, ‘‘A Better Three-Factor Model That Explains More Anomalies,’’ Working paper, June 2009. Forthcoming, Journal of Finance. Available at http://ssrn.com/ abstract=1418117. 34 Antonio Camara, San-Lin Chung, and Yaw-Huei Wang, ‘‘The Cost of Equity Capital Implied by Option Market Prices,’’ Working paper, June 19, 2007. E1C18 08/26/2010 Page 369 CHAPTER 18 Weighted Average Cost of Capital Introduction Where Does WACC Come From? When to Use WACC Valuing the Levered Business Enterprise After-Tax WACC Debt Capacity and Optimal Capital Structure Computing WACC for a Public Company Income Tax Rates Impact WACC Market Value of Debt Computing WACC for a Nonpublic Company Should an Actual or a Hypothetical Capital Structure Be Used? Should a Constant or Variable Capital Structure Be Used? Fixed Book-Value Leverage Ratio Pre-Interest-Tax-Shield WACC Capital Cash Flows Equivalence of Valuation Methodologies Other Tax Shields Summary Additional Reading Technical Supplement Chapters 5 and 6 INTRODUCTION In Chapter 6, we identified components of a company’s capital structure. To estimate the weighted cost for all of the company’s overall capital, we blend their costs together to derive the company’s weighted average cost of capital (WACC), often called the overall cost of capital. In other words, we want to estimate the weighted cost for all of the company’s invested capital. This requires a discussion of the appropriate amount of debt and equity in the capital structure and how much value, if any, the debt adds to the value of the providers of equity capital because of the interest tax shield we discuss later in this chapter. The authors wish to thank Nick Arens and William Susott for help with compiling data. 369 E1C18 08/26/2010 Page 370 370 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL The most common assumptions made by analysts are that (1) the market value of debt capital equals its face value or carrying value on the balance sheet (their reasoning is often that data services include the balance sheet debt in their reporting of company debt) and (2) the ratio of debt capital (measured at book value) to equity capital (at market) in recent years is representative of the appropriate current capital structure. The events during the financial crisis of 2008–2010 proved that both of these commonly made assumptions can be wrong. Today, one of the most difficult analyses to perform is estimating the capital structure that matches the debt capacity of the company and the appetite for debt in the debt market. WHERE DOES WACC COME FROM? Consider the stylized balance sheet in Exhibit 18.1, where we have one class of interestbearing debt capital and common equity capital, stated at market values, and assets stated at market values. It is useful to begin with the definition of a business enterprise (enterprise value): BE ¼ NWC þ FA þ IA þ UIV where: BE ¼ Business enterprise value NWC ¼ Net working capital value FA ¼ Fixed assets value IA ¼ Intangible assets value UIV ¼ Unidentified intangible value (i.e., goodwill and other unidentified assets) All risks inherent in the assets of the business are borne by the investors who provided debt and equity capital. Alternatively, we can express these concepts in a generalized formula: (Formula 18.1) k ¼ Rf þ Business risk premium Market Value Balance Sheet Assets Debt Equity Cash is generated here. Risk originates here. Cash is distributed here. All risk of the assets must be borne by investors EXHIBIT 18.1 Business Enterprise 08/26/2010 Page 371 371 Weighted Average Cost of Capital WACC risk premium Expected return E1C18 Debt risk premium Equity risk premiums (total) Time value (risk-free rate) 0 0 Riskiness of Cash Flows EXHIBIT 18.2 Revisiting the Risk/Return Trade-off: Expected Return Is an Increasing Function of Risk where: k ¼ Overall discount rate given the business risk Rf ¼ Risk-free rate of return Business risk premium ¼ Rate of return in excess of the risk-free rate appropriate for business risk inherent in the assets Since we cannot generally observe the business risk premium, we must impute the overall cost of capital from the cost of capital for the debt capital and equity capital as is shown in Formula 18.2, which describes the overall risk premium: (Formula 18.2) Assets’ Value Business risk premium ¼ ðW d Risk premiums on debt capitalÞ þ ðW e Risk premiums on equity capitalÞ where: Wd ¼ Percentage of debt capital in the capital structure, at market value We ¼ Percentage of equity capital in the capital structure, at market value Graphically, one can see the relationship in Exhibit 18.2. The total equity risk premium depicted in Exhibit 18.2 includes the market risk premium, the size risk premium (if applicable), and the company-specific risk premium (if applicable). We can make the two following observations: 1. The risk premium embedded in WACC is a weighted average of a (higher) total of the risk premiums on equity capital and a (lower) risk premium on debt capital. 2. This risk premium embedded in WACC often approximates the risk premium for the enterprise, or unlevered, risk premium, that is, the premium implied by the unlevered beta, except for highly-levered companies. WACC generally works as a substitute for the enterprise-cash-flow discount rate (k) because the risk premium on the left-hand side of the balance sheet must equal the risk premiums on the right-hand side (Exhibit 18.1). WHEN TO USE WACC WACC can be applied in a single year capitalization of net cash flows or multiyear discounted net cash flows valuation. It can also be used in valuing a control or E1C18 08/26/2010 Page 372 372 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL minority interest position. The most obvious instance in which to use weighted average cost of capital WACC is when the objective is to value the overall business enterprise. An example would be when, in considering an acquisition, the buyer expects to pay off all existing equity and debt investors and refinance the entire business in a different manner that better suits the buyer. Such an analysis may result in investment value instead of fair market value if the financing plan was significantly different from the capital structure that a typical buyer would employ. Alternatively, WACC can be used even when the objective is ultimately to value only the equity capital. One would value the overall business enterprise and then subtract the market value of the debt to estimate the value of the equity capital. Valuing the overall firm is frequently done in highly leveraged situations to understand the value of the operations separately from currently debt-burdened equity. However, WACC can be used in all valuation situations—it is not limited to valuing highly leveraged companies. It is especially appropriate for project selection in capital budgeting. The proportions of debt capital and equity capital that could be available to finance various projects might differ according to the project (e.g., asset-intensive projects may be financed with more debt than the company’s overall capital structure), and the cost of capital generally should be based on the debt capacity of the specific investment. The idea of differing proportions of debt and equity for financing various projects introduces the idea that we have to compute or estimate the weight (percentage of the total) for each component of the capital structure. The critical point is that the relative weightings of debt and equity or other capital components are based on the market values of each component, not on the book values. In Chapter 11, we discussed the various formulas for adjusting the cost of equity capital for the amount of leverage. Even the Fernandez formulas (11.9 and 11.10), which are based on debt capital (at market value) increasing or decreasing in proportion to the book value of equity capital, use the market value weights of both debt capital and equity capital.1 VALUING THE LEVERED BUSINESS ENTERPRISE There are two equivalent formulations in the literature for valuing a levered business enterprise as depicted in Exhibit 11.1, reproduced here in part as Exhibit 18.3. The values of debt and equity capital are market values. The tax shield is the reduction of the cost of debt capital due to the tax deductibility of interest expense on debt capital. In the first formulation, cost of debt capital is measured after the tax affect (kd), as the value of the tax deduction on interest payment reduces the effective cost of debt capital. This formulation uses as the discount rate the WACC. It is applied to net after-tax (but before interest) net cash flows of the business enterprise. 1 The formulas are based on the relationship between the growth in book value of equity and market value of equity. This is also true for the Bodt-Levasseur formulas we reference in Chapter 11. E1C18 08/26/2010 Page 373 Weighted Average Cost of Capital 373 EXHIBIT 18.3 Value of a Levered Business Enterprise (BE) Formulation 1 Value of Levered BE ¼ Value of Levered Assets Formulation 2 Value of the Levered BE ¼ Value of the Unlevered Assets þ Present Value of Tax Shield In the second formulation, the cost of debt capital is measured prior to the tax effect (kd(pt)), as the present value of the tax deduction on the interest payments equals the value of the tax shield. In the first formulation, you attach value to the assets of the business based on their being partially financed with debt capital. In the second formulation, you attach value to the assets of the business as if they were financed with all equity capital, and then the tax shield is valued separately. In the second formulation, the tax savings due to interest expense deductions are directly valued as a cash flow. Therefore, the discount rate is the weighted pretax weighted cost of debt capital and the cost of equity capital components (pre-interesttax-shield weighted average cost of capital). It is applied to the net after-tax (but before interest) net cash flows of the firm and the cash flows due to the tax shield. AFTER-TAX WACC As noted in the discussion of debt in Chapter 6, the so-called after-tax WACC is based on the cost of each capital structure component net of any corporate-level tax effect of that component. Interest expense is a tax-deductible expense to a corporate taxpayer. Whatever taxes are paid are an actual cash expense to the company, and the returns available to equity holders are after the payment of corporate-level income taxes. Because we are interested in cash flows after entity-level taxes, literature and practitioners typically refer to this formulation of the WACC as an after-tax WACC. The basic formula for computing the after-tax WACC for an entity with three capital structure components is: (Formula 18.3) WACC ¼ ðke W e Þ þ kp W p þ kdðptÞ ½1 t W d where: WACC ¼ Weighted average cost of capital (after-tax) ke ¼ Cost of common equity capital We ¼ Percentage of common equity capital in the capital structure, at market value kp ¼ Cost of preferred equity capital Wp ¼ Percentage of preferred equity capital in the capital structure, at market value kd(pt) ¼ Cost of debt capital (pretax) t ¼ Income tax rate Wd ¼ Percentage of debt capital in the capital structure, at market value E1C18 08/26/2010 Page 374 374 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL Market Value Balance Sheet EBIT(1 – t) + Depreciation – Capital expenditures – Change in NWC Debt Capital + Equity Capital Assets = Enterprise Cash Flow Asset Value NCFf discounted at WACC to obtain Enterprise Value = Capital Value These NCFe are discounted at the levered cost of equity to get Equity Value Interest + Net principal payment = Debt Cash Flow These NCFd are EBIT discounted at the cost – Interest of debt to Debt Value = EBT – Inc. Taxes = Net income + Depreciation – Capital expenditures – Change in NWC = Cash flow available for debt repayment – Net debt principal payment = Equity Cash Flow EXHIBIT 18.4 Comparing Different Net Cash Flows The adjustment to the cost of debt capital, (1 t), is the interest tax shield due to the deductibility of interest and the resulting reduction in income tax payments. It is a correction for the fact that the asset cash flows typically overstate taxes because they omit the interest tax shield. The asset cash flows are equal to the cash flows to invested capital (NCF f) which was defined in Formula 3.2. The NCFf equals the net cash flows to the business enterprise and are before the additional net cash flow due to the interest tax shield. Simplifying Formula 3.2, the business enterprise cash flows can generally be summarized as shown in Exhibit 18.4 Because the interest tax shield is missing in the NCFf formula, it is not true that: Enterprise Cash Flows ¼ Debt Cash Flows þ Equity Cash Flows One needs to directly value the interest tax shield for the equality to hold as follows: Enterprise Cash Flows þ Interest expense ðtÞ ¼ Debt Cash Flows þ Equity Cash Flows Multiplying (1 t) by the cost of debt capital in the WACC is designed to give us the right value even when applied to the ‘‘wrong’’ cash flows—to NCFf (i.e., without the interest tax shield). Formula 18.3 is a simplification. Implicit in this formula is the assumption that the interest tax shield equals the cost of debt capital times the market value of debt and that the interest deductions reduce income taxes in the period in which the interest is paid. More likely, the interest deduction equals the face amount of debt times a coupon rate, and, for many companies, there is some risk of realizing the interest tax shield. 08/26/2010 Page 375 375 Weighted Average Cost of Capital The assumptions implicit in Formula 18.3 are violated: & & & & Any time the market value of debt differs from the book value of debt When the coupon on the debt does not equal the expected return on the market value of debt capital When the income tax deduction does not equal the coupon multiplied by the face value of the debt When the interest tax shields do not reduce cash income taxes in the period the interest is paid DEBT CAPACITY AND OPTIMAL CAPITAL STRUCTURE The traditional view of the optimal capital structure is that a company should increase debt until its weighted average cost of capital minimizes its WACC. Or the amount of debt should be increased until the after-tax cost of debt exceeds the increase in the risk of financial distress. This relationship is depicted in Exhibit 18.5. Commonly made computations of WACC ignore costs of financial distress, thereby systematically underestimating WACC for highly levered companies. As the proportion of debt is increased in the capital structure, the formulas commonly used for levering equity betas (and increasing the cost of equity as debt increases) are linear and likely to understate the cost of equity capital at high amounts of leverage. Similarly, the traditional depiction of the cost of debt capital fails to consider the gradually increasing cost of debt as debt is added to the capital structure. Many practitioners’ WACC templates are especially prone to error when leverage is high. WACC templates often give results that do not increase with increases in leverage, which cannot be true when debt is greater than a certain amount. Weighted Average Cost of Capital Cost of Equity WACC Cost of Capital E1C18 Cost of Debt Debt Total Capital EXHIBIT 18.5 Traditional View of the Optimal Capital Structure E1C18 08/26/2010 Page 376 376 ESTIMATING THE COST OF EQUITY CAPITAL AND THE OVERALL COST OF CAPITAL 3 2.5 2 Beta 1.5 1 0.5 0 0 0.2 0.4 Leverage 0.6 Weighted average beta of equity and debt Bd BL EXHIBIT 18.6 Beta as a Function of Leverage Source: Arthur G. Korteweg, ‘‘The Costs of Financial Distress across Industries,’’ Working paper, Stanford University, January 15, 2007, 65. Used with permission. All rights reserved. & & & Many templates treat the cost of debt as unchanged with respect to increased leverage