1. Copyright © 2003 Pearson Education, Inc. Slide 7-0 Chapter 7 Stock Valuation

2. Copyright © 2003 Pearson Education, Inc. Slide 7-1 Learning Goals 1. Differentiate between debt and equity. 2.Discuss the rights, characteristics, and features of both common and preferred stock. 3.Describe the process of issuing common stock, including venture capital, going public, the investment banker’s role, and stock quotations. 4.Understand the concept of market efficiency and basic common stock valuation under the zero growth, constant growth, and variable gwoth models.

3. Copyright © 2003 Pearson Education, Inc. Slide 7-2 Learning Goals 5. Discuss the free cash flow valuation model and the use of book value, liquidation value, and price/earnings (P/E) multiples to estimate common stock values. 6. Explain the relationship among financial decisions, return, risk, and the firm’s value.

4. Copyright © 2003 Pearson Education, Inc. Slide 7-3 Differences Between Debt & Equity

5. Copyright © 2003 Pearson Education, Inc. Slide 7-4 The Nature of Equity Capital Voice in Management Unlike bondholders and other credit holders, holders of equity capital are owners of the firm. Common equity holders have voting rights that permit them to elect the firm’s board of directors and to vote on special issues. Bondholders and preferred stockholders receive no such privileges.

6. Copyright © 2003 Pearson Education, Inc. Slide 7-5 The Nature of Equity Capital Claims on Income & Assets Equity holders are have a residual claim on the firm’s income and assets. Their claims can not be paid until the claims of all creditors, including both interest and principle payments on debt have been satisfied. Because equity holders are the last to receive distributions, they expect greater returns to compensate them for the additional risk they bear.

7. Copyright © 2003 Pearson Education, Inc. Slide 7-6 The Nature of Equity Capital Maturity Unlike debt, equity capital is a permanent form of financing. Equity has no maturity date and never has to be repaid by the firm.

8. Copyright © 2003 Pearson Education, Inc. Slide 7-7 The Nature of Equity Capital Tax Treatment While interest paid to bondholders is tax-deductible to the issuing firm, dividends paid to preferred and common stock holders is not. In effect, this further lowers the cost of debt relative to the cost of equity as a source of financing to the firm.

9. Copyright © 2003 Pearson Education, Inc. Slide 7-8 Common stockholders, who are sometimes referred to as residual owners or residual claimants, are the true owners of the firm. As residual owners, common stockholders receive what is left - the residual – after all other claims on the firms income and assets have been satisfied. Because of this uncertain position, common stockholders expect to be compensated with adequate dividends and ultimately, capital gains. Common Stock

10. Copyright © 2003 Pearson Education, Inc. Slide 7-9 The common stock of a firm can be privately owned by an individual, closely owned by a small group of investors, or publicly owned by a broad group of investors. Typically, small corporations are privately or closely owned and if their shares are traded, this occurs infrequently and in small amounts. Large corporations are typically publicly owned and have shares that are actively traded on major securities exchanges. Common Stock Ownership

11. Copyright © 2003 Pearson Education, Inc. Slide 7-10 Unlike bonds, common stock may be sold without par value. The par value of a common stock is generally low ($1) and is a relatively useless value established in the firm’s corporate charter. A low par value may be advantageous in states where certain corporate taxes are based on the par value of the stock. Common Stock Par Value

12. Copyright © 2003 Pearson Education, Inc. Slide 7-11 A preemptive right allows common stockholders to maintain their proportionate ownership in a corporation when new shares are issued. This allows existing shareholders to maintain voting control and protect against the dilution of their ownership. In a rights offering, the firm grants rights to its existing shareholders, which permits them to purchase additional shares at a price below the current price. Common Stock Preemptive Rights

13. Copyright © 2003 Pearson Education, Inc. Slide 7-12 Authorized shares are the number of shares of common stock that a firm’s corporate charter allows. Outstanding shares are the number of shares of common stock held by the public. Treasury stock is the number of outstanding shares that have been purchased by the firm. Issued shares are the number of shares that have been put into circulation and includes both outstanding shares and treasury stock. Common Stock Authorized, Outstanding, and Issued Shares

14. Copyright © 2003 Pearson Education, Inc. Slide 7-13 Each share of common stock entitles its holder to one vote in the election of directors and on special issues. Votes are generally assignable and may be cast at the annual stockholders meeting. Many firms have issued two or more classes of stock differing mainly in having unequal voting rights. Usually, class A common stock is designated as nonvoting while class B is designated as voting. Common Stock Voting Rights

15. Copyright © 2003 Pearson Education, Inc. Slide 7-14 Because most shareholders do not attend the annual meeting to vote, they may sign a proxy statement giving their votes to another party. Occasionally, when the firm is widely owned, outsiders may wage a proxy battle to unseat existing management and gain control. Common Stock Voting Rights

16. Copyright © 2003 Pearson Education, Inc. Slide 7-15 Payment of dividends is at the discretion of the board of directors. Dividends may be made in cash, additional shares of stock, and even merchandise. Because stockholders are residual claimants -- they receive dividend payments only after all claims have been settled with the government, creditors, and preferred stockholders. Common Stock Dividends

17. Copyright © 2003 Pearson Education, Inc. Slide 7-16 The international market for common stock is not as large as that for international debt. However, cross-border trading and issuance of stock has increased dramatically during the past 20 years. Much of this increase has been driven by the desire of investors to diversify their portfolios internationally. Common Stock International Stock Issues

18. Copyright © 2003 Pearson Education, Inc. Slide 7-17 A growing number of firms are beginning to list their stocks on foreign markets. Issuing stock internationally both broadens the company’s ownership base and helps it to integrate itself in the local business scene. Common Stock International Stock Issues Stock Issued in Foreign Markets

19. Copyright © 2003 Pearson Education, Inc. Slide 7-18 Only the largest foreign firms choose to list their stocks in the U.S. because of the rigid reporting requirements of the U.S. markets. Most foreign firms instead choose to tap the U.S. markets using ADRs -- claims issued by U.S. banks representing ownership shares of foreign stock trading in U.S. markets. Common Stock International Stock Issues Foreign Stocks in U.S. Markets

20. Copyright © 2003 Pearson Education, Inc. Slide 7-19 Preferred Stock Preferred stock is an equity instrument that usually pays a fixed dividend and has a prior claim on the firm’s earnings and assets in case of liquidation. The dividend is expressed as either a dollar amount or as a percentage of its par value. Therefore, unlike common stock a preferred stock’s par value may have real significance. If a firm fails to pay a preferred stock dividend, the dividend is said to be in arrears.

21. Copyright © 2003 Pearson Education, Inc. Slide 7-20 In general, and arrearage must be paid before common stockholders receive a dividend. Preferred stocks which possess this characteristic are called cumulative preferred stocks. Preferred stocks are also often referred to as hybrid securities because they possess the characteristics of both common stocks and bonds. Preferred stocks are like common stock because they are perpetual securities with no maturity date. Preferred Stock

22. Copyright © 2003 Pearson Education, Inc. Slide 7-21 Preferred stocks are like bonds because they are fixed income securities. Dividends never change. Because preferred stocks are perpetual, many have call features which give the issuing firm the option to retire them should the need or advantage arise. In addition, some preferred stocks have mandatory sinking funds which allow the firm to retire the issue over time. Finally, participating preferred stock allows preferred stockholders to participate with common stockholders in the receipt of dividends beyond a specified amount. Preferred Stock

23. Copyright © 2003 Pearson Education, Inc. Slide 7-22 Initial financing for most firms typically comes from a firm’s original founders in the form of a common stock investment. Early stage debt or equity investors are unlikely to make an investment in a firm unless the founders also have a personal stake in the business. Initial non-founder financing usually comes first from private equity investors. After establishing itself, a firm will often “go public” by issuing shares of stock to a much broader group. Issuing Common Stock

24. Copyright © 2003 Pearson Education, Inc. Slide 7-23 Initial equity financing privately raised by startup or early stage businesses comes from venture capital. Venture capitalists are usually formal businesses that maintain strong oversight over firms they invest in and have clearly defined exit strategies. Angel investors are one type of venture capitalist who tend to be wealthy individuals who do not take part in management of a business. Angels invest in the equity of promising early stage companies. Venture Capital

25. Copyright © 2003 Pearson Education, Inc. Slide 7-24 Venture Capital Organization and Investment Strategies

26. Copyright © 2003 Pearson Education, Inc. Slide 7-25 Deal Structure and Pricing Venture Capital Venture capital investments are made under legal contracts that clearly allocate responsibilities and interests between all parties. Terms depend on factors related to the (a) original founders, (b) business structure, (c) stage of development, and (d) other market and timing issues. Specific financial terms depend upon (a) the value of the enterprise, (b) the amount of funding required, and (c) the perceived risk of the investment.

27. Copyright © 2003 Pearson Education, Inc. Slide 7-26 Deal Structure and Pricing Venture Capital To control the VC’s risk, various covenants are included in agreements and the actual funding provided may be staggered based on the achievement of measurable milestones. The contract will also have a defined exit strategy. The amount of equity to which the VC is entitled depends on (a) the value of the firm, (b) the terms of the contract, (c) the exit terms, and (d) minimum return required by the VC.

28. Copyright © 2003 Pearson Education, Inc. Slide 7-27 Going Public When a firm wishes to sell its stock in the primary market, it has three alternatives. A public offering or IPO, in which it offers its shares for sale to the general public (our focus). A rights offering, in which new shares are sold to existing shareholders. A private placement, in which the firm sells new securities directly to an investor or a group of investors.

29. Copyright © 2003 Pearson Education, Inc. Slide 7-28 IPOs IPOs are typically made by small, fast-growing companies that either: – require additional capital to continue expanding, or –have met a milestone for going public that was established in a contract to obtain VC funding. The firm must obtain approval of current shareholders, and hire an investment bank to underwrite the offering. The investment banker is responsible for promoting the stock and selling its shares.

30. Copyright © 2003 Pearson Education, Inc. Slide 7-29 IPOs The company must file a registration statement with the SEC. Part of the registration statement is a prospectus, which describes the key aspects of the issue, the issuer, and its management and financial position. While waiting for approval, prospective investors can review the firm’s red herring, which is a preliminary prospectus. After the IPO is complete, the company must observe a quiet period, which restricts company statements.

31. Copyright © 2003 Pearson Education, Inc. Slide 7-30 IPOs

32. Copyright © 2003 Pearson Education, Inc. Slide 7-31 IPOs Investment bankers and company officials promote the company through a road show, a series of presentations to potential investors throughout the country and sometimes overseas. This helps investment bankers gauge the demand for the offering which helps them to set the initial offer price. After the underwriter sets the terms, the SEC must approve the offering.

33. Copyright © 2003 Pearson Education, Inc. Slide 7-32 The Investment Banker’s Role Most public offerings are made with the assistance of investment bankers which are financial intermediaries that specialize in selling new securities and advising firms with regard to major financial transactions. The main activity of the investment banker is underwriting, which involves the purchase of the security issue from the issuing company at an agreed- on price and bearing the risk of selling it to the public at a profit.

34. Copyright © 2003 Pearson Education, Inc. Slide 7-33 Underwriting syndicates are typically formed when companies bring large issues to the market. Each investment banker in the syndicate normally underwrites a portion of the issue in order to reduce the risk of loss for any single firm and insure wider distribution of shares. The syndicate does so by creating a selling group which distributes the shares to the investing public. The Investment Banker’s Role

35. Copyright © 2003 Pearson Education, Inc. Slide 7-34 The Investment Banker’s Role

36. Copyright © 2003 Pearson Education, Inc. Slide 7-35 Investment bankers typically earn their return by profiting on the spread. The spread is difference between the price paid for the securities by the investment banker and the eventual selling price in the marketplace. In general, costs for underwriting equity is highest, followed by preferred stock, and then bonds. In percentage terms, costs can be as high as 17% for small stock offerings to as low as 1.6% for large bond issues. Cost of Investment Banking Services The Investment Banker’s Role

37. Copyright © 2003 Pearson Education, Inc. Slide 7-36 Interpreting Stock Price Quotations

38. Copyright © 2003 Pearson Education, Inc. Slide 7-37 Common Stock Valuation Stockholders expect to be compensated for their investment in a firm’s shares through periodic dividends and capital gains. Investors purchase shares when they feel they are undervalued and sell them when they believe they are overvalued.

39. Copyright © 2003 Pearson Education, Inc. Slide 7-38 Common Stock Valuation Investors base their investment decisions on their perceptions of an asset’s risk. In competitive markets, the interaction of many buyers and sellers result’s in an equilibrium price – the market value – for each security. This price is reflective of all information available to market participants in making buy or sell investment decisions. Market Efficiency

40. Copyright © 2003 Pearson Education, Inc. Slide 7-39 Common Stock Valuation The process of market adjustment to new information can be viewed in terms of rates of return. Whenever investors find that the expected return is not equal to the required return, price adjustment will occur. If expected return is greater than required return, investors will buy and bid up price until new equilibrium price is reached. The opposite would occur if required return is greater than expected return. Market Adjustment to New Information

41. Copyright © 2003 Pearson Education, Inc. Slide 7-40 Common Stock Valuation The efficient market hypothesis, which is the basic theory describing the behavior of a “perfect” market specifically states: –Securities are typically in equilibrium, meaning they are fairly priced and their expected returns equal their required returns. –At any point in time, security prices full reflect all public information available about a firm and its securities and these prices react quickly to new information. –Because stocks are fairly priced, investors need not waste time trying to find and capitalize on mis-priced securities. The Efficient Market Hypothesis

42. Copyright © 2003 Pearson Education, Inc. Slide 7-41 Common Stock Valuation Stock Returns are derived from both dividends and capital gains, where the capital gain results from the appreciation of the stock’s market price.due to the growth in the firm’s earnings. Mathematically, the expected return may be expressed as follows: E(r) = D/P + g For example, if the firm’s $1 dividend on a $25 stock is expected to grow at 7%, the expected return is: E(r) = 1/25 +.07 = 11%

43. Copyright © 2003 Pearson Education, Inc. Slide 7-42 Stock Valuation Models The Basic Stock Valuation Equation

44. Copyright © 2003 Pearson Education, Inc. Slide 7-43 The zero dividend growth model assumes that the stock will pay the same dividend each year, year after year. Stock Valuation Models The Zero Growth Model

45. Copyright © 2003 Pearson Education, Inc. Slide 7-44 Stock Valuation Models The Zero Growth Model Using Excel

46. Copyright © 2003 Pearson Education, Inc. Slide 7-45 Stock Valuation Models The Zero Growth Model Using Excel

47. Copyright © 2003 Pearson Education, Inc. Slide 7-46 The constant dividend growth model assumes that the stock will pay dividends that grow at a constant rate each year -- year after year. Stock Valuation Models The Constant Growth Model

48. Copyright © 2003 Pearson Education, Inc. Slide 7-47 Stock Valuation Models The Constant Growth Model Using Excel

49. Copyright © 2003 Pearson Education, Inc. Slide 7-48 Stock Valuation Models The Constant Growth Model Using Excel

50. Copyright © 2003 Pearson Education, Inc. Slide 7-49 The non-constant dividend or variable growth model assumes that the stock will pay dividends that grow at one rate during one period, and at another rate in another year or thereafter. Stock Valuation Models Variable Growth Model

51. Copyright © 2003 Pearson Education, Inc. Slide 7-50 Stock Valuation Models Variable Growth Model Using Excel

52. Copyright © 2003 Pearson Education, Inc. Slide 7-51 Stock Valuation Models Variable Growth Model

53. Copyright © 2003 Pearson Education, Inc. Slide 7-52 Stock Valuation Models Variable Growth Model

54. Copyright © 2003 Pearson Education, Inc. Slide 7-53 Variable Growth Model Stock Valuation Models

55. Copyright © 2003 Pearson Education, Inc. Slide 7-54 Free Cash Flow Model Stock Valuation Models The free cash flow model is based on the same premise as the dividend valuation models except that we value the firm’s free cash flows rather than dividends.

56. Copyright © 2003 Pearson Education, Inc. Slide 7-55 Free Cash Flow Model Stock Valuation Models The free cash flow valuation model estimates the value of the entire company and uses the cost of capital as the discount rate. As a result, the value of the firm’s debt and preferred stock must be subtracted from the value of the company to estimate the value of equity.

57. Copyright © 2003 Pearson Education, Inc. Slide 7-56 Free Cash Flow Model Stock Valuation Models Dewhurst Inc. wishes to value its stock using the free cash flow model. To apply the model, the firm’s CFO developed the data given in Table 7.3.

58. Copyright © 2003 Pearson Education, Inc. Slide 7-57 Free Cash Flow Model Stock Valuation Models Step 1: Calculate the present value of the free cash flow occurring from the end of 2009 to infinity, measured at the beginning of 2009.

59. Copyright © 2003 Pearson Education, Inc. Slide 7-58 Free Cash Flow Model Stock Valuation Models Total FCF 2008 = $600,000 + $10,300,000 = $10,900,000 Step 2: Add the PF of the FCF found in step 1 to the FCF for 2008. Step 3: Find the sum of the present values of the FCFs for 2004 through 2008 to determine V C. This is shown in Table 7.4 on the following slide.

60. Copyright © 2003 Pearson Education, Inc. Slide 7-59 Free Cash Flow Model Stock Valuation Models

61. Copyright © 2003 Pearson Education, Inc. Slide 7-60 Free Cash Flow Model Stock Valuation Models VS = $8,628,620 - $3,100,000 = $4,728,620 Step 4: Calculate the value of the common stock using equation 7.6.

62. Copyright © 2003 Pearson Education, Inc. Slide 7-61 Other Approaches to Stock Valuation Book value per share is the amount per share that would be received if all the firm’s assets were sold for their exact book value and if the proceeds remaining after paying all liabilities were divided among common stockholders. This method lacks sophistication and its reliance on historical balance sheet data ignores the firm’s earnings potential and lacks any true relationship to the firm’s value in the marketplace. Book Value

63. Copyright © 2003 Pearson Education, Inc. Slide 7-62 Other Approaches to Stock Valuation Liquidation value per share is the actual amount per share of common stock to be received if al of the firm’s assets were sold for their market values, liabilities were paid, and any remaining funds were divided among common stockholders. This measure is more realistic than book value because it is based on current market values of the firm’s assets. However, it still fails to consider the earning power of those assets. Liquidation Value

64. Copyright © 2003 Pearson Education, Inc. Slide 7-63 Other Approaches to Stock Valuation Some stocks pay no dividends. Using P/E ratios are one way to evaluate a stock under these circumstances. The model may be written as: –P = (m)(EPS) –where m = the estimated P/E multiple. For example, if the estimated P/E is 15, and a stock’s earnings are $5.00/share, the estimated value of the stock would be P = 15*5 = $75/share. Valuation Using P/E Ratios

65. Copyright © 2003 Pearson Education, Inc. Slide 7-64 Determining the appropriate P/E ratio. –Possible Solution: use the industry average P/E ratio Determining the appropriate definition of earnings. – Possible Solution: adjust EPS for extraordinary items Determining estimated future earnings –forecasting future earnings is extremely difficult Other Approaches to Stock Valuation Weaknesses of Using P/E Ratios

66. Copyright © 2003 Pearson Education, Inc. Slide 7-65 Valuation equations measure the stock value at a point in time based on expected return and risk. Any decisions of the financial manager that affect these variables can cause the value of the firm to change as shown in the Figure below. Decision Making and Common Stock Value

67. Copyright © 2003 Pearson Education, Inc. Slide 7-66 Changes in expected dividends or dividend growth can have a profound impact on the value of a stock. Decision Making and Common Stock Value Changes in Dividends or Dividend Growth

68. Copyright © 2003 Pearson Education, Inc. Slide 7-67 Changes in expected dividends or dividend growth can have a profound impact on the value of a stock. Decision Making and Common Stock Value Changes in Risk and Required Return

69. Copyright © 2003 Pearson Education, Inc. Slide 7-68 Changes in expected dividends or dividend growth can have a profound impact on the value of a stock. Decision Making and Common Stock Value Changes in Risk and Required Return