Laurence Booth Sean Cleary 21 Capital Structure Decisions LEARNING OBJECTIVES 21.1 Explain how business and financial risk affect a firm’s ROE and EPS and identify the financial break-even points. 21.2 Identify the factors that influence capital structure. 21.3 Explain how Modigliani and Miller (M&M) “proved” their irrelevance conclusion that the use of debt does not change the value of the firm. 21.4 Explain how the introduction of corporate taxes affects M&M’s irrelevance result. 21.5 Describe how financial distress and bankruptcy costs lead to the static tradeoff theory of capital structure. 21.6 Explain how information asymmetries and agency problems lead firms to follow a pecking-order approach to financing. 21.7 Describe other factors that can affect a firm’s capital structure in practice. 21.8 Explain how the introduction of personal taxes on investment income affects the corporate tax advantage to using debt. 21.1 FINANCIAL LEVERAGE • Leverage is the increased volatility in operating income over time, created by the use of fixed costs in lieu of variable costs; it magnifies profits and losses • There are two types: operating leverage and financial leverage • Both types of leverage have the same effect on shareholders, but are accomplished in very different ways, for very different purposes strategically • Operating leverage is the increased volatility in operating income caused by fixed operating costs • Managers make decisions affecting the cost structure of the firm and decide to invest in assets that give rise to additional fixed costs with the intent to reduce variable costs • Operating leverage is commonly accomplished when a firm becomes more capital intensive and less labour intensive Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 3 21.1 FINANCIAL LEVERAGE • Advantages of operating leverage include: – Magnification of profits to shareholders if the firm is profitable – Operating efficiencies, such as faster production, fewer errors, higher quality, etc., usually resulting in increased productivity • Disadvantages of operating leverage include: – Magnification of losses to shareholders if the firm loses money – Higher break-even points – High capital cost of equipment and illiquidity • Financial leverage is the increased volatility in operating income caused by the corporate use of sources of capital that carry fixed financial costs • Financial leverage can be increased by selling bonds or preferred stock (i.e., taking on financial obligations with fixed annual claims on cash flow), and then using the proceeds from the debt to retire equity (as long as lenders do not prohibit this through the bond indenture or the loan agreement) Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 4 21.1 FINANCIAL LEVERAGE • Advantages of financial leverage include: – Magnification of profits to shareholders if the firm is profitable – Lower cost of capital at low to moderate levels of financial leverage because interest expense is tax-deductible • Disadvantages of financial leverage include: – Magnification of losses to shareholders if the firm loses money – Higher break-even points – At higher levels of financial leverage, the low after-tax cost of debt is offset by other effects such as: potential bankruptcy costs and agency costs • Shareholders bear the added risks associated with the use of leverage • Therefore, the higher the use of leverage, either operating or financial, the higher the risk to the shareholder • Higher leverage therefore causes an increased cost of capital because shareholders require higher returns to compensate for the extra risk Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 5 21.1 FINANCIAL LEVERAGE Risk and Leverage • All firms experience variability in sales and costs over time • Some firms operate in highly volatile industries that are sensitive to the business cycle, while others operate in more stable industries that are largely unaffected by the business cycle • Business risk is the variability of a firm’s operating income caused by operational risk and is measured as the standard deviation of earnings before interest and taxes (EBIT) • Shareholders bear the risks associated with business risk and the added risks associated with the use of leverage because they are residual claimants of the firm Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 6 21.1 FINANCIAL LEVERAGE • Return on equity is the return earned by equity holders on their investment in a company, as shown in Equation 21-1: ( EBIT RD B)(1 T ) ROE SE • Return on investment is the return on all of the capital provided investors, both shareholders’ equity and short and long term debt; as shown in Equation 21-2: EBIT (1 T ) ROI SE B • If a firm is financed only with equity, then ROE = ROI • If a firm is financed with a mix of debt and equity, then ROE can be smaller or larger than ROI as leverage magnifies both positive and negative returns Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 7 21.1 FINANCIAL LEVERAGE • Using equations 21-2 and 21-2, we can derive Equation 21-3: ROE ROI ( ROI RD )(1 T ) B SE • Notice that ROI measures the return earned by a firm’s operations, but it does not measure the impact of how a firm is financed • Equation 21-3 can be re-arranged as Equation 21-4: B B ROI ROI 1 RD (1 T ) SE SE • Notice that the second term in Equation 21-4 is fixed, but the firm term depends on the firm’s ROI Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 8 21.1 FINANCIAL LEVERAGE The Rules of Financial Leverage • Figure 21-1 graphs Equation 21-4: ROE as a function of ROI • The intersection of the blue and orange lines is the indifference point, where ROEs for financing strategies are equal • The financial break-even point is the horizontal-axis intercepts for both lines, or the points at which the firm’s ROE is zero Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 9 21.1 FINANCIAL LEVERAGE • For value maximizing firms, the use of debt increases the expected ROE, so shareholders expect to be better off by using debt financing rather than equity financing • Financing with debt increases the variability of the firm’s ROE, which usually increases the risk to common shareholders • Financing with debt increases the likelihood of the firm running into financial distress and possibly even bankruptcy • Wider variation in ROI means magnified ROE Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 10 21.1 FINANCIAL LEVERAGE • • Figure 21-2 graphs the annual returns from investing in the S&P/TSX Composite Index using three different financing strategies: – 1) the first (TSX) is the annual return generated from investing in the S&P/TSX Composite Index – 2) the second (Levered 1) assumes that investors borrow 50 percent on margin; – 3) the third (Levered 2) assumes they borrow 80 percent on margin The added volatility of gains and losses over time is evident, and the principles of leverage apply to corporations as well as households Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 11 21.1 FINANCIAL LEVERAGE Indifference Analysis • Indifference analysis is a profit-planning technique used to forecast the EPS-EBIT relationships under different financing scenarios, and is the point where the EPS of two alternative financing strategies are equal • Equation 21-5 shows the formula for EPS, given EBIT less interest on debt after-tax. # is the number of common shares outstanding: ( EBIT RD B)(1 T ) EPS # • Equation 21-6 shows EBIT as a simple linear function of EBIT: EBIT (1 T ) RD B(1 T ) EPS # # • Equation 21-6 is illustrated in Figure 21-3, a graph of the EPS-EBIT relationship on the following slide Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 12 21.1 FINANCIAL LEVERAGE • The slopes of the lines in Figure 21-3 are a function of the number of common shares outstanding (i.e., the dilution of EPS), so the all-equity (orange) line has a lower slope because every dollar of net income is divided by more common shares • The horizontal-axis intercept is greater for the debt-financing scenario because the firm must cover its interest expense before earnings begin to accrue to the benefit of shareholders Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 13 21.2 DETERMINING CAPITAL STRUCTURE • Table 21-4 shows the results of a 1990 survey of 119 U.S. companies • External sources of information include: (#2) consultations with advisors and (#5) examining other firms in the same or similar industries • The three primary sources of information are: (#4) the impact on profits, (#3) risk considerations and (#1) an analysis of cash flows Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 14 21.2 DETERMINING CAPITAL STRUCTURE • Ratio analysis is useful in capital structure analysis • Helpful stock ratios, which use balance sheet information, include: – Total debt to total assets – Debt to equity • Flow ratios, which use income statement information, can be combined with balance sheet data to determine the ability of a firm to service its debt • Equation 21-7 shows the fixed burden coverage ratio, which is an expanded interest coverage ratio that looks at a broader measure of both income and any expenditures associated with debt: EBITDA Fixed burden coverage I ( Pref. Div. SF) /(1 T) Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 15 21.2 DETERMINING CAPITAL STRUCTURE • Equation 21-8 shows the cash flow to debt ratio, which is a direct measure of the cash flow over a period that is available to cover a firm’s stock of outstanding debt: Cash Flow to Debt(CFTD) Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. EBITDA Debt 16 21.2 DETERMINING CAPITAL STRUCTURE Financial Ratios and Credit Ratings • Equation 21-9 shows Altman’s Z-score, which is a method of predicting the bankruptcy of a firm using five variables: Z 1.2 X 1 1.4 X 2 3.3 X 3 0.6 X 4 0.999 X 5 where X1 = working capital divided by total assets X2 = retained earnings divided by total assets X3 = EBIT divided by total assets X4 = market values of total equity divided by non-equity book liabilities X5 = sales divided by total assets Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 17 21.2 DETERMINING CAPITAL STRUCTURE • Table 21-5 illustrates the application of these measures using information from Moody’s. IG represents investment grade companies which have at least a BBB long-term bond rating. Non-IG represents companies which do not have an investment-grade rating. Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 18 21.3 THE MODIGLIANI AND MILLER (M&M) IRRELEVANCE THEOREM • The Modigliani and Miller (M&M)Irrelevance Theorem concludes, under some simplifying assumptions, that the value of a firm should not be affected by the manner in which it is financed • That is, capital structure is irrelevant if certain assumptions hold; these assumptions are: – Markets are perfect, which means that there are no transaction costs or information asymmetries – There are no taxes – There is no risk of a costly bankruptcy or associated financial distress – Two firms in the same “risk class” can therefore have different levels of debt and the earnings of these firms are perpetuities Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 19 21.3 THE MODIGLIANI AND MILLER (M&M) IRRELEVANCE THEOREM • Arbitrage is a powerful force in capital markets, because it ensures that where two identical assets trade at different prices, market trades will spot the opportunity to earn riskless profits and trade until the prices are equivalent • Traders sell the overvalued assets and buy the undervalued asset • These trading activities cause the price of the overvalued asset to fall and the price of the undervalued asset to rise until both assets are equivalently priced • Traders earn abnormal profits from these trades until the prices of the two securities move into equilibrium • Market participants who find levered investments trading for a greater value can, therefore, undo the leverage and earn abnormal profits • Arbitrage will therefore force assets with equal payoffs to trade for the same price Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 20 21.3 THE MODIGLIANI AND MILLER (M&M) IRRELEVANCE THEOREM M&M and Firm Value • Equation 21-10 shows that, where payoffs are identical for two different assets (a levered firm and an unlevered firm ), both should be priced equivalently: V S D V U L L • The value of the levered firm VL is equal to the value of its debt plus the value of its equity (SL + D), which also equals the value of the unlevered firm VU • Therefore, debt cannot destroy value Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 21 21.3 THE MODIGLIANI AND MILLER (M&M) IRRELEVANCE THEOREM • Homemade leverage is the creation of the same effect of a firm’s financial leverage through the use of personal leverage • Individual investors can buy an unlevered firm and use personal debt to replicate corporate leverage, or buy a levered firm and undo its effects • M&M made a modelling assumption to simplify the analysis that the firm’s earnings represent a perpetuity, therefore we can show that the value of a levered firm’s equity is given by Equation 21-11: EBIT K D SL and the cost of equity capital by Equation 21-12: Ke Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. D Ke EBIT K D D SL 22 21.3 THE MODIGLIANI AND MILLER (M&M) IRRELEVANCE THEOREM M&M and the Cost of Capital • Since the value of the firm is unchanged by leverage, we can define the unlevered value by discounting the firm’s expected EBIT by its unlevered cost of equity, as in Equation 21-13: VU EBIT S L D VL KU • Equation 21-14 shows that if a firm has no debt, the equity investor requires the cost of unlevered equity (KU): K e KU (KU K D ) D SL • The unlevered cost of equity depends on the firm’s business risk • As the firm increases the amount of debt it uses for financing, the equity cost increases due to the financial leverage risk premium Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 23 21.3 THE MODIGLIANI AND MILLER (M&M) IRRELEVANCE THEOREM • Equation 21-15 shows that, in a world without taxes, the WACC (KU) is simply the weighted average of the cost of debt and the cost of equity: KU K E S D KD V V • Figure 21-4 illustrates M&M without corporate taxes where the cost of equity rises to offset the lower cost of debt producing a WACC that remains unchanged by the use of financial leverage Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 24 21.3 THE MODIGLIANI AND MILLER (M&M) IRRELEVANCE THEOREM • If WACC remains the same regardless of the financial strategy used by the firm, VL = VU • As the use of debt financing increases, the cost of equity rises so that, even if EPS increases through the use of debt financing, that benefit is offset by a higher discount rate • From a shareholder wealth perspective, under the M&M assumptions, financing strategy is irrelevant Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 25 21.4 THE IMPACT OF TAXES • If we introduce corporate taxes into the M&M model, the value of the firm drops • Equation 21-16 shows that the higher the tax rate, the lower the value of the firm: EBIT (1 T ) VU KU Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 26 21.4 THE IMPACT OF TAXES • Equation 21-17 gives the value of the levered firm as the value of a firm without leverage plus the corporate debt tax shield from debt financing: V V DT L U • The total claims of corporate taxes, debt holders and equity holders are borne by the pre-tax cash flow produced by the firm • If the firm uses more debt, and interest on that debt is taxdeductible, this produces a greater tax shield, reducing the government share of the value of the private enterprise so the WACC must decrease • Equation 21-18 shows that both interest cost and the financial leverage risk premium on the equity cost are reduced by (1 – T) D K e K U ( K U K D )(1 T ) SL Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 27 21.4 THE IMPACT OF TAXES • Figure 21-6 shows that as the use of debt increases, WACC decreases monotonously and so the value of the firm in a world with corporate taxes should increase Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 28 21.4 THE IMPACT OF TAXES • Equation 21-19 gives the WACC equation adjusted for the taxdeductibility of interest expenses on debt: WACC K e S D K D (1 T ) V V • Equation 21-20 uses beta to adjust for the systematic risk of a firm, assuming 100% debt financing is optimal (a controversial assumption): D K e RF MRP U 1 (1 T ) SL • Equity cost without any debt is therefore the risk-free rate plus the market risk premium plus multiplied by the unlevered beta coefficient • Equation 21-20 can be used to unlever betas to obtain the cost of unlevered equity Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 29 21.5 FINANCIAL DISTRESS, BANKRUPTCY AND AGENCY COSTS • Bankruptcy is a state of insolvency that occurs when a firm commits an act of bankruptcy, such as non-payment of interest, and creditors enforce their legal rights to recoup money, or when a firm voluntarily declares bankruptcy in order to be protected while reorganizing to become solvent again • There are two acts under which firms can reorganize: – The Companies Creditors Arrangements Act (CCAA) is used by larger, more complex firms. It is flexible, allowing the firm to pursue agreements with creditors and/or employees to raise new financing. A trustee is appointed by the court and there is a stay-of-proceedings. – The Bankruptcy Insolvency Act (BIA) is limited in scope to prevent creditors from seizing assets. There are no provisions for DIP financing nor to impose a settlement on all creditors Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 30 21.5 FINANCIAL DISTRESS, BANKRUPTCY AND AGENCY COSTS • Figure 21-7 illustrates the value of a firm as a call option for shareholders Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 31 21.5 FINANCIAL DISTRESS, BANKRUPTCY AND AGENCY COSTS • Direct costs of bankruptcy are incurred as a direct result of bankruptcy: – Liquidation of assets – Loss of tax losses (which are potential tax shield benefits) – Legal and accounting costs • Indirect costs of bankruptcy are financial distress costs, or losses to a firm prior to the declaration of bankruptcy: – Agency costs – Increasing costs of doing business, including: creditors tightening trade credit terms, lenders increasing risk premiums and monitoring, loss of key staff and increases in recruitment and retention costs, and distracted management focused on financing and not on the management of business operations – Potentially reduced sales revenue Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 32 21.5 FINANCIAL DISTRESS, BANKRUPTCY AND AGENCY COSTS • Figure 21-8 illustrates the rising value of distress costs with increasing debt: Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 33 21.5 FINANCIAL DISTRESS, BANKRUPTCY AND AGENCY COSTS • Agency costs are important in the “real world” • It is possible for shareholders to act in their own best interests, at the expense of debt holders • For example, when a firm is under financial distress: – Shareholders can favour some creditors over others – Assets may be dissipated to related, but solvent companies – Moral hazard can result in asymmetric payoffs • Being aware of these risks, lenders take action to protect their interests, including: – – – – Demanding moratoriums on additional debt Increasing the rate on adjustable-rate debt Demanding additional surveillance of financial performance Taking the firm to court to enforce rights Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 34 21.5 FINANCIAL DISTRESS, BANKRUPTCY AND AGENCY COSTS • The static trade-off model is illustrated by Figure 21-9: Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 35 21.5 FINANCIAL DISTRESS, BANKRUPTCY AND AGENCY COSTS • In the static trade-off model, the impact of bankruptcy and financial distress costs on M&M with corporate taxes is: – The cost of equity rises throughout as more debt is added – The cost of debt rises at higher debt levels – WACC falls initially, because the benefits of the taxdeductibility of interest expense outweigh the marginal increases in component costs – But, at higher levels of debt, the tax advantage of debt is offset and the value of the firm falls as WACC starts to rise Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 36 21.6 OTHER FACTORS AFFECTING CAPITAL STRUCTURE • The static trade-off model ignores two important issues: 1. 2. Information asymmetry problems Agency problems • These factors are likely responsible for what Myers and Donaldson call the pecking order • The pecking order is the order in which firms generally prefer to raise financing: 1. 2. 3. Start with internal cash flow or retained earnings Add debt Then lastly issue more common equity to raise new funds Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 37 21.6 OTHER FACTORS AFFECTING CAPITAL STRUCTURE • Factors that favour corporate ability and willingness to issue debt include: – Profitability – Unencumbered tangible assets to be used as collateral for secured debt – Stable business operations over time – Corporate size – Growth rate of the firm – Capital market conditions Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 38 21.7 CAPITAL STRUCTURE IN PRACTICE Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 39 21.7 CAPITAL STRUCTURE IN PRACTICE Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 40 APPENDIX 21A PERSONAL TAXES AND CAPTIAL STRUCTURE • Merton miller argued that firms should strive to minimize all taxes, both corporate and personal, paid on corporate income • By doing so, the firm maximizes total cash flows available to security holders after corporate and personal taxes • Equation 21-A1 shows the value of a levered firm accounting for personal and corporate tax rates (1 TC )(1 TD ) VL VU D 1 1 T P where: TC = corporate tax rate TP = individual’s personal tax rate on ordinary income (including interest income) TD = individual’s tax rate on dividend income Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 41 APPENDIX 21A PERSONAL TAXES AND CAPTIAL STRUCTURE • If (1 – TP) = (1 – TC) (1 – TD), then VL = VU – This is M&M’s irrelevance proposition and is referred to as an integrated tax system which has historically be used in Western Europe where individuals get a tax credit for corporate taxes paid on their behalf – There are no tax advantages for firms if they use debt • If (1 – TP) < (1 – TC) (1 – TD), then VL < VU – Firms lose value by issuing debt, so there is an incentive for individuals to borrow money rather than firms • If (1 – TP) > (1 – TC) (1 – TD), then VL > VU – Firms add value by issuing debt – This is a partially integrated tax system and is the system we have in Canada Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 42 APPENDIX 21A PERSONAL TAXES AND CAPTIAL STRUCTURE • If TP = TD, the personal tax rate on dividends equals the tax rate on ordinary and interest income: – We have a classic tax system in which all personal income is taxed at the same rate which, historically, is the system in place in the United States – Here the corporate tax shield holds even with personal taxes, so the value of a levered firm equals the value of an unlevered firm plus the tax shield created by paying interest expenses Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 43 WEB LINKS Wiley Weekly Finance Updates site (weekly news updates): http://wileyfinanceupdates.ca/ Textbook Companion Website (resources for students and instructors): www.wiley.com/go/boothcanada Booth • Cleary – 3rd Edition © John Wiley & Sons Canada, Ltd. 44 COPYRIGHT Copyright © 2013 John Wiley & Sons Canada, Ltd. All rights reserved. Reproduction or translation of this work beyond that permitted by Access Copyright (the Canadian copyright licensing agency) is unlawful. Requests for further information should be addressed to the Permissions Department, John Wiley & Sons Canada, Ltd. The purchaser may make back-up copies for his or her own use only and not for distribution or resale. The author and the publisher assume no responsibility for errors, omissions, or damages caused by the use of these files or programs or from the use of the information contained herein.