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Certified Finance Specialist M M Fakhrul Islam Email: [email protected]

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Page 1: Finance Class 07-8

Certified Finance SpecialistM M Fakhrul Islam

Email: [email protected]

Page 2: Finance Class 07-8

Capital Market

Markets for raising and investing long-term finance

An organised and regulated market place in which raisers of capital and capital investors can come together

Serve two main purposes Primary markets enable organisations to raise new finance, by issuing new shares or new

debentures make it easier for companies to raise new long-term finance than if they had to raise funds

privately

Secondary markets they enable existing investors to sell their investments A shareholder in a 'listed' company can sell his shares whenever he wants to on the Stock

Exchange.

Most trading of stocks and shares on the capital markets is in existing securities, rather than new issues.

Page 3: Finance Class 07-8

Over the counter (OTC) markets

refer to stocks that trade via a dealer network as opposed to on a centralized exchange

traded over-the-counter is usually because the company is small, making it unable to meet exchange listing requirements.

Instruments such as bonds do not trade on a formal exchange and are, therefore, also considered OTC securities

Page 4: Finance Class 07-8

Stock market vs exchange

A stock exchange is a formal stock market, with a central location (stock exchange building), systems for trading in shares, rules of conduct, and systems for disseminating information to investors London Stock Exchange

Dhaka Stock Exchange

A stock market is a more general term for an organised market in securities, but without a central stock exchange building. NASDAQ- A global electronic marketplace for buying and selling securities

Page 5: Finance Class 07-8

Fundamental vs Technical Analysis

Technical analysis looks at the price movement of a security and uses this data to predict its future price movements method of evaluating securities by analyzing the statistics generated by market activity

a technical analyst approaches a security from the charts

Fundamental analysis, on the other hand, looks at economic factors, known as fundamentals to predict its future price movements By looking at the balance sheet, cash flow statement and income statement, a

fundamental analyst tries to determine a company's value

'EFFICIENT MARKET HYPOTHESIS - EMH' According to the EMH, stocks always trade at their fair value on stock exchanges,

making it impossible for investors to either purchase undervalued stocks or sell stocks for inflated prices.

Page 6: Finance Class 07-8

Description of Efficient Capital Markets

An efficient capital market is one in which stockprices fully reflect available information.

The EMH has implications for investors and firms.Since information is reflected in security prices quickly,

knowing information when it is released does an investorno good.

Firms should expect to receive the fair value for securitiesthat they sell. Firms cannot profit from fooling investors inan efficient market.

Page 7: Finance Class 07-8

Reaction of Stock Price to New Information in Efficient and Inefficient Markets

Stock Price

-30 -20 -10 0 +10 +20 +30Days before (-) and after

(+) announcement

Efficient market response to “good news”

Overreaction to “good news” with reversion

Delayed response to “good news”

Page 8: Finance Class 07-8

Reaction of Stock Price to New Information in Efficient and Inefficient Markets

Stock Price

-30 -20 -10 0 +10 +20 +30

Days before (-) and after (+) announcement

Efficient market response to “bad news”

Overreaction to “bad news” with reversion

Delayed response to “bad news”

Page 9: Finance Class 07-8

The Different Types of Efficiency

Weak Form Security prices reflect all information found in past prices and

volume.

Semi-Strong Form Security prices reflect all publicly available information.

Strong Form Security prices reflect all information—public and private.

Page 10: Finance Class 07-8

Weak Form Market Efficiency

Security prices reflect all information found in past prices and volume.

If the weak form of market efficiency holds, then technical analysis is ofno value.

Often weak-form efficiency is represented as

Pt = Pt-1 + Expected return + random error t Since stock prices only respond to new information, which by definition

arrives randomly, stock prices are said to follow a random walk.

It will be impossible to identify patterns of share price movements andshare price trends

Page 11: Finance Class 07-8

Why Technical Analysis FailsSt

ock

Pric

e

Time

Investor behavior tends to eliminate any profit opportunity associated with stock price patterns.

If it were possible to make big money simply by finding “the pattern” in the stock price movements, everyone would do it and the profits would be competed away.

Sell

Sell

Buy

Buy

Page 12: Finance Class 07-8

Semi-Strong Form Market Efficiency

Security Prices reflect all publicly availableinformation.

Publicly available information includes: Historical price and volume information

Published accounting statements.

Information found in annual reports.

It will not be possible for investors to make a speculative gainon the basis of publicly-available information.

Page 13: Finance Class 07-8

Strong Form Market Efficiency

Security Prices reflect all information—public and private.

Strong form efficiency incorporates weak and semi-strong form efficiency.

Strong form efficiency says that anything pertinent to the stock and known to at least one investor is already incorporated into the security’s price.

Making profits from insider dealing would not be possible

Page 14: Finance Class 07-8

Relationship among Three Different Information Sets

All informationrelevant to a stock

Information setof publicly availableinformation

Informationset ofpast prices

Page 15: Finance Class 07-8

Why EMH is important for managers? If the markets display weak form efficiency, the share price will not respond

immediately to announcements about the expected future profitability of new investment projects.

If the market displays semi-strong form efficiency, announcements by management about the future profitability of new investments will affect the share price.

If the market displays strong form efficiency, the share price will respond to events before they are publicly announced.

Page 16: Finance Class 07-8

The Capital-Structure Questionand The Pie Theory The value of a firm is defined to be the sum of the value of the firm’s debt and the

firm’s equity.

V = B + S

If the goal of the management of the firm is to make the firm as valuable as possible, the thefirm should pick the debt-equity ratio that makes the pie as big as possible.

Value of the Firm

S BS BS BS B

Page 17: Finance Class 07-8

The Capital-Structure QuestionThere are really two important questions:1. Why should the stockholders care about maximizing firm

value? Perhaps they should be interested in strategies that maximize shareholder value.

2. What is the ratio of debt-to-equity that maximizes the shareholder’s value?

As it turns out, changes in capital structure benefit the stockholders if and only if the value of the firm increases.

Page 18: Finance Class 07-8

Financial Leverage, EPS, and ROE

CurrentAssets $20,000Debt $0Equity $20,000Debt/Equity ratio 0.00Interest rate n/aShares outstanding 400Share price $50

Proposed$20,000$8,000

$12,0002/38%

240$50

Consider an all-equity firm that is considering going into debt. (Maybe some of the original shareholders want to cash out.)

Page 19: Finance Class 07-8

EPS and ROE Under Current Capital Structure

Recession Expected ExpansionEBIT $1,000 $2,000 $3,000Interest 0 0 0Net income $1,000 $2,000 $3,000

EPS $2.50 $5.00 $7.50ROA 5% 10% 15%ROE 5% 10% 15%

Current Shares Outstanding = 400 shares

Page 20: Finance Class 07-8

EPS and ROE Under Proposed Capital Structure

Recession Expected ExpansionEBIT $1,000 $2,000 $3,000Interest 640 640 640Net income $360 $1,360 $2,360

EPS $1.50 $5.67 $9.83ROA 5% 10% 15%ROE 3% 11% 20%

Proposed Shares Outstanding = 240 shares

Page 21: Finance Class 07-8

EPS and ROE Under Both Capital Structures

LeveredRecession Expected Expansion

EBIT $1,000 $2,000 $3,000Interest 640 640 640Net income $360 $1,360 $2,360EPS $1.50 $5.67 $9.83ROA 5% 10% 15%ROE 3% 11% 20%Proposed Shares Outstanding = 240 shares

All-EquityRecession Expected Expansion

EBIT $1,000 $2,000 $3,000Interest 0 0 0Net income $1,000 $2,000 $3,000EPS $2.50 $5.00 $7.50ROA 5% 10% 15%ROE 5% 10% 15%Current Shares Outstanding = 400 shares

Page 22: Finance Class 07-8

Financial Leverage and EPS

(2.00)

0.00

2.00

4.00

6.00

8.00

10.00

12.00

1,000 2,000 3,000

EPS

Debt

No Debt

Break-even point

EBIT in dollars, no taxes

Advantage to debt

Disadvantage to debt

Page 23: Finance Class 07-8

Assumptions of the Modigliani-Miller Model Homogeneous Expectations Homogeneous Business Risk Classes Perpetual Cash Flows Perfect Capital Markets:

Perfect competition Firms and investors can borrow/lend at the same rate Equal access to all relevant information No transaction costs No taxes

Page 24: Finance Class 07-8

Homemade Leverage: An ExampleRecession Expected Expansion

EPS of Unlevered Firm $2.50 $5.00 $7.50

Earnings for 40 shares $100 $200 $300Less interest on $800 (8%) $64 $64 $64Net Profits $36 $136 $236ROE (Net Profits / $1,200) 3% 11% 20%

We are buying 40 shares of a $50 stock on margin. We get the same ROE as if we bought into a levered firm.Our personal debt equity ratio is:

32

200,1$800$

SB

Page 25: Finance Class 07-8

Homemade (Un)Leverage:An Example

Recession Expected ExpansionEPS of Levered Firm $1.50 $5.67 $9.83

Earnings for 24 shares $36 $136 $236Plus interest on $800 (8%) $64 $64 $64Net Profits $100 $200 $300ROE (Net Profits / $2,000) 5% 10% 15%

Buying 24 shares of an other-wise identical levered firm along with the some of the firm’s debt gets us to the ROE of the unlevered firm.This is the fundamental insight of M&M

Page 26: Finance Class 07-8

The MM Propositions I & II (No Taxes)

Proposition I Firm value is not affected by leverage

VL = VU

Proposition II Leverage increases the risk and return to stockholders

rs = r0 + (B / SL) (r0 - rB)rB is the interest rate (cost of debt)

rs is the return on (levered) equity (cost of equity)

r0 is the return on unlevered equity (cost of capital)

B is the value of debt

SL is the value of levered equity

Page 27: Finance Class 07-8

The MM Proposition I (No Taxes)

ULVV

BrEBITB

receivefirmleveredain Shareholders

BrB

receiveBondholders

The derivation is straightforward:

BrBrEBITBB

)(

isstakeholdersalltoflowcash totaltheThus,

The present value of this stream of cash flows is VL

EBITBrBrEBITBB

)(

Clearly

The present value of this stream of cash flows is VU

Page 28: Finance Class 07-8

The MM Proposition II (No Taxes)The derivation is straightforward:

SBWACC rSB

SrSB

Br

0set Then rrWACC

0rr

SB

Sr

SB

BSB

S

SB by sidesboth multiply

0rSSBr

SBS

SSBr

SBB

SSB

SB

0rSSBrr

SB

SB

00 rrS

Brr

S

BSB

)( 00 BS rrSBrr

Page 29: Finance Class 07-8

The Cost of Equity, the Cost of Debt, and the Weighted Average Cost of Capital: MM Proposition II with No Corporate Taxes

Debt-to-equity Ratio

Cos

t of c

apita

l: r (

%)

r0

rB

SBW ACC rSB

SrSB

Br

)( 00 BL

S rrSBrr

rB

SB

Page 30: Finance Class 07-8

The MM Propositions I & II(with Corporate Taxes)

Proposition I (with Corporate Taxes)Firm value increases with leverage

VL = VU + TC B

Proposition II (with Corporate Taxes)Some of the increase in equity risk and return is offset by interest

tax shieldrS = r0 + (B/S)×(1-TC)×(r0 - rB)

rB is the interest rate (cost of debt)rS is the return on equity (cost of equity)r0 is the return on unlevered equity (cost of capital)B is the value of debtS is the value of levered equity

Page 31: Finance Class 07-8

The MM Proposition I (Corp. Taxes)

BTVV CUL

)1()(

receivefirmleveredain rsShareholde

CB TBrEBIT BrB

receivesBondholder

BrTBrEBIT BCB )1()(

isrsstakeholdealltoflowcash totaltheThus,

The present value of this stream of cash flows is VL

BrTBrEBIT BCB )1()(Clearly

The present value of the first term is VU

The present value of the second term is TCB

BrTBrTEBIT BCBC )1()1(

BrBTrBrTEBIT BCBBC )1(

Page 32: Finance Class 07-8

The MM Proposition II (Corp. Taxes)Start with M&M Proposition I with taxes:

)()1( 00 BCS rrTSBrr

BTVV CUL

Since BSVL

The cash flows from each side of the balance sheet must equal:

BCUBS BrTrVBrSr 0

BrTrTBSBrSr BCCBS 0)]1([Divide both sides by S

BCCBS rTSBrT

SBr

SBr 0)]1(1[

BTVBS CU

)1( CU TBSV

Which quickly reduces to

Page 33: Finance Class 07-8

The Effect of Financial Leverage on the Cost of Debt and Equity Capital with Corporate Taxes

Debt-to-equityratio (B/S)

Cost of capital: r(%)

r0

rB

)()1( 00 BCL

S rrTSBrr

SL

LCB

LW ACC r

SBSTr

SBBr

)1(

)( 00 BL

S rrSBrr

Page 34: Finance Class 07-8

Total Cash Flow to Investors Under Each Capital Structure with Corp. Taxes

All-EquityRecession Expected Expansion

EBIT $1,000 $2,000 $3,000Interest 0 0 0EBT $1,000 $2,000 $3,000Taxes (Tc = 35% $350 $700 $1,050

Total Cash Flow to S/H $650 $1,300 $1,950Levered

Recession Expected ExpansionEBIT $1,000 $2,000 $3,000Interest ($800 @ 8% ) 640 640 640EBT $360 $1,360 $2,360Taxes (Tc = 35%) $126 $476 $826Total Cash Flow $234+640 $468+$640 $1,534+$640(to both S/H & B/H): $874 $1,524 $2,174EBIT(1-Tc)+TCrBB $650+$224 $1,300+$224 $1,950+$224

$874 $1,524 $2,174

Page 35: Finance Class 07-8

Total Cash Flow to Investors Under Each Capital Structure with Corp. Taxes

The levered firm pays less in taxes than does the all-equity firm.

Thus, the sum of the debt plus the equity of the levered firm is greater than the equity of the unlevered firm.

G S G

B

All-equity firm Levered firm

S

Page 36: Finance Class 07-8

Total Cash Flow to Investors Under Each Capital Structure with Corp. Taxes

The sum of the debt plus the equity of the levered firm is greater than the equity of the unlevered firm.

This is how cutting the pie differently can make the pie larger: the government takes a smaller slice of the pie!

S G S G

B

All-equity firm Levered firm

Page 37: Finance Class 07-8

Summary: No Taxes In a world of no taxes, the value of the firm is unaffected by capital

structure. This is M&M Proposition I:

VL = VU

Prop I holds because shareholders can achieve any pattern of payouts they desire with homemade leverage.

In a world of no taxes, M&M Proposition II states that leverage increases the risk and return to stockholders

)( 00 BL

S rrSBrr

Page 38: Finance Class 07-8

Summary: Taxes

In a world of taxes, but no bankruptcy costs, the value of the firm increases with leverage.

This is M&M Proposition I:VL = VU + TC B

Prop I holds because shareholders can achieve any pattern of payouts they desire with homemade leverage.

In a world of taxes, M&M Proposition II states that leverage increases the risk and return to stockholders.

)()1( 00 BCL

S rrTSBrr

Page 39: Finance Class 07-8

Prospectus: Bankruptcy Costs

So far, we have seen M&M suggest that financial leverage does not

matter, or imply that taxes cause the optimal financial structure to be

100% debt.

In the real world, most executives do not like a capital structure of 100%

debt because that is a state known as “bankruptcy”.

Page 40: Finance Class 07-8

Costs of Financial Distress

Bankruptcy risk versus bankruptcy cost.

The possibility of bankruptcy has a negative effect on the value of thefirm.

However, it is not the risk of bankruptcy itself that lowers value.

Rather it is the costs associated with bankruptcy.

It is the stockholders who bear these costs.

Page 41: Finance Class 07-8

Description of Costs

Direct Costs Legal and administrative costs (tend to be a small percentage of firm value).

Indirect Costs Impaired ability to conduct business (e.g., lost sales)

Agency Costs Selfish strategy 1: Incentive to take large risks

Selfish strategy 2: Incentive toward underinvestment

Selfish Strategy 3: Milking the property

Page 42: Finance Class 07-8

Can Costs of Debt Be Reduced?

Protective Covenants

Debt Consolidation: If we minimize the number of parties, contracting costs fall.

Page 43: Finance Class 07-8

Protective Covenants

Agreements to protect bondholders Negative covenant: Thou shalt not:

Pay dividends beyond specified amount.Sell more senior debt & amount of new debt is limited.Refund existing bond issue with new bonds paying lower

interest rate.Buy another company’s bonds.

Positive covenant: Thou shall:Use proceeds from sale of assets for other assets.Allow redemption in event of merger or spinoff.Maintain good condition of assets.Provide audited financial information.

Page 44: Finance Class 07-8

Integration of Tax Effectsand Financial Distress Costs There is a trade-off between the tax advantage of debt and the costs of

financial distress.

It is difficult to express this with a precise and rigorous formula.

Page 45: Finance Class 07-8

Integration of Tax Effectsand Financial Distress Costs

Debt (B)

Value of firm (V)

0

Present value of taxshield on debt

Present value offinancial distress costs

Value of firm underMM with corporatetaxes and debt

VL = VU + TCB

V = Actual value of firmVU = Value of firm with no debt

B*

Maximumfirm value

Optimal amount of debt

Page 46: Finance Class 07-8

The Pie Model Revisited Taxes and bankruptcy costs can be viewed as just another

claim on the cash flows of the firm. Let G and L stand for payments to the government and

bankruptcy lawyers, respectively. VT = S + B + G + L

The essence of the M&M intuition is that VT depends on the cash flow of the firm; capital structure just slices the pie.

S

G

B

L

Page 47: Finance Class 07-8

Signaling

The firm’s capital structure is optimized where the marginal subsidy to debt equals the marginal cost.

Investors view debt as a signal of firm value. Firms with low anticipated profits will take on a low level of debt. Firms with high anticipated profits will take on high levels of debt.

A manager that takes on more debt than is optimal in order to fool investors will pay the cost in the long run.

Page 48: Finance Class 07-8

The Pecking-Order Theory

Theory stating that firms prefer to issue debt rather than equity if internal finance is insufficient. Rule 1

Use internal financing first.Rule 2

Issue debt next, equity last.

The pecking-order Theory is at odds with the trade-off theory: There is no target D/E ratio.Profitable firms use less debt.Companies like financial slack

Page 49: Finance Class 07-8

Growth and the Debt-Equity Ratio

Growth implies significant equity financing, even in a worldwith low bankruptcy costs.

Thus, high-growth firms will have lower debt ratios than low-growth firms.

Growth is an essential feature of the real world; as a result,100% debt financing is sub-optimal.

Page 50: Finance Class 07-8

How Firms Establish Capital Structure

Most Corporations Have Low Debt-Asset Ratios.Changes in Financial Leverage Affect Firm Value.

Stock price increases with increases in leverage and vice-versa; this is consistent with M&M with taxes.

Another interpretation is that firms signal good news whenthey lever up.

There are Differences in Capital Structure AcrossIndustries.

There is evidence that firms behave as if they had atarget Debt to Equity ratio.

Page 51: Finance Class 07-8

Factors in Target D/E Ratio

Taxes If corporate tax rates are higher than bondholder tax rates, there

is an advantage to debt. Types of Assets

The costs of financial distress depend on the types of assets the firm has.

Uncertainty of Operating IncomeEven without debt, firms with uncertain operating income have

high probability of experiencing financial distress.Pecking Order and Financial Slack

Theory stating that firms prefer to issue debt rather than equity if internal finance is insufficient.

Page 52: Finance Class 07-8

Summary and ConclusionsCosts of financial distress cause firms to restrain their

issuance of debt.Direct costs

Lawyers’ and accountants’ fees Indirect Costs

Impaired ability to conduct businessIncentives to take on risky projectsIncentives to underinvestIncentive to milk the property

Three techniques to reduce these costs are:Protective covenantsRepurchase of debt prior to bankruptcyConsolidation of debt

Page 53: Finance Class 07-8

Summary and Conclusions Because costs of financial distress can be reduced but not

eliminated, firms will not finance entirely with debt.

Debt (B)

Value of firm (V)

0

Present value of taxshield on debt

Present value offinancial distress costs

Value of firm underMM with corporatetaxes and debt

VL = VU + TCB

V = Actual value of firmVU = Value of firm with no debt

B*

Maximumfirm value

Optimal amount of debt

Page 54: Finance Class 07-8

Summary and Conclusions

Debt-to-equity ratios vary across industries. Factors in Target D/E Ratio

Taxes If corporate tax rates are higher than bondholder tax rates, there is an

advantage to debt.

Types of Assets The costs of financial distress depend on the types of assets the firm has.

Uncertainty of Operating Income Even without debt, firms with uncertain operating income have high

probability of experiencing financial distress.

Page 55: Finance Class 07-8