Chapter 22
Shares

One of a kind, or one of many?

A share or a stock is a security that is not redeemed – the investment can only be realised through a disposal – and whose revenue flows are uncertain. It is in compensation for these two disadvantages that shareholders have a say in managing the company via the voting rights attached to their shares.

The purpose of this chapter is to present the key parameters used in analysing stocks and show how the stock market operates. For a discussion of stock as a claim option on operating assets, refer to Chapter 34, and to find out more about stock as a claim on assets and commitments, see Chapter 31on company valuation.

Section 22.1 Basic concepts

This section presents the basic concepts for analysing the value of stocks, whether or not they are listed. Remember that past or future financial transactions could artificially skew the market value of a stock with no change in total equity value. When this happens, technical adjustments are necessary, as explained in Section 22.5 of this chapter. We will then assume that they have been done.

1. Voting rights

Shares are normally issued with one voting right each. For our purposes, this is more of a compensation for the risk assumed by the shareholder than a basic characteristic of stock.

A company can issue shares with either limited or no voting rights. These are known under different names, such as preference shares, savings shares or simply non-voting shares.

At the other extreme, companies in some countries, such as the US and Sweden, issue several types of shares (“A” shares, “B” shares, etc.) having different numbers of voting rights. Some shareholders use this to strengthen their hold on a company, as we will see in Chapter 41.

2. Earnings per share (EPS)

EPS is equal to net attributable profit divided by the total number of shares issued. EPS reflects the theoretical value creation during a given year, as net profit belongs to shareholders.

There is no absolute rule for presenting EPS. However, financial analysts generally base it on restated earnings, as shown below:

ArcelorMittal’s 2016 EPS was estimated in mid-2016 to be −$0.16 (it was −$2.86 in 2015).

Some companies have outstanding equity-linked securities, such as convertible bonds, warrants and stock options. In this case, in addition to standard EPS, analysts calculate fully diluted EPS. We will show how they do this in Section 22.4.

3. Dividend per share (DPS)

Dividends are generally paid out from the net earnings for a given year, but can be paid out of earnings that have been retained from previous years. Companies sometimes pay out a quarterly or half-year dividend.

In 2016 ArcelorMittal decided not to pay a dividend (vs. $0.20 the year before).

Some shares – like preference shares – pay out higher dividends than other shares or have priority in dividend payments over those other shares. They are generally non-voting shares.

4. Dividend yield

Dividend yield per share is the ratio of the last dividend paid out to the current share price:

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The dividend yield on ArcelorMittal is 0.0%.

The average yield on stocks listed on Western stock markets is currently about 3%.

DIVIDEND YIELD – PAN-EUROPEAN SECTORS (AS OF JANUARY 1ST)

Years Automotive Biotechnologies Chemistry Defence Financial Institutions Food Oil & Gas Real Estate Telecom Utilities
1990 2.4% 1.1% 4.0% 6.6% 2.7% 3.1% 4.6% 3.3%  4.4% 4.7%
1995 0.8% 0.4% 3.1% 0.3% 3.1% 3.5% 4.0% 4.7%  4.1% 4.3%
2000 2.4% 0.1% 2.6% 2.7% 2.1% 2.7% 2.5% 2.8%  1.0% 2.8%
2005 2.5% 0.5% 2.4% 2.5% 2.7% 1.9% 2.5% 2.9%  1.9% 3.1%
2010 1.1% 0.5% 3.9% 2.8% 3.1% 2.4% 4.6% 3.5%  5.8% 5.6%
2011 0.4% 0.5% 2.5% 2.4% 3.2% 2.3% 4.1% 3.6%  6.3% 5.0%
2012 2.7% 1.2% 4.1% 2.9% 5.0% 2.8% 4.1% 4.5%  8.4% 6.5%
2013 2.5% 1.0% 3.2% 2.4% 3.5% 2.6% 4.4% 3.6%  8.8% 6.2%
2014 2.1% 0.7% 2.7% 1.8% 3.0% 2.5% 4.2% 3.2%  4.0% 5.2%
2015 2.2% 0.6% 3.6% 2.4% 3.3% 2.7% 5.3% 2.9%  4.1% 5.1%
2016 2.2% 0.5% 3.6% 2.3% 3.8% 2.7% 5.8% 2.7%  4.3% 4.8%
2017 2.4% 0.6% 3.1% 2.1% 3.9% 2.9% 4.7% 3.0%  4.7% 4.8%

Source: Factset, Datastream

5. Payout ratio

The payout ratio is the percentage of earnings from a given year that is distributed to shareholders in the form of dividends. It is calculated by dividing dividends by earnings for the given year:

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When the payout ratio is above 100%, a company is distributing more than its earnings; it is tapping its reserves. Conversely, a payout close to 0% indicates that the company is reinvesting almost all its earnings into the business. In 2011, European companies paid out an average of about 43% of their earnings.

It will be clear that the higher the payout ratio, the weaker future earnings growth will be. The reason for this is that the company will then have less funds to invest. As a result, fast-growing companies such as SolarWorld and Google pay out little or none of their earnings, while a mature company would pay out a higher percentage of its earnings. Mature companies are said to have moved from the status of a growth stock to that of an income stock (also called a yield stock), i.e. a company that pays out in dividends a large part of its net income, such as a utility.

The dividend is legally drawn on parent company profits. However, it should be assessed on the basis of consolidated net attributable profit – the only meaningful figure, as in most cases the parent company is merely a holding company.

ArcelorMittal’s payout ratio is 0%.

6. Equity value (book value or net asset value) per share

Equity value (book value or net asset value) per share is the accounting estimate of the value of a share. While book value may appear to be directly comparable to equity value, it is determined on an entirely different basis – it is the result of strategies undertaken up to the date of the analysis and corresponds to the amount invested by the shareholders in the company (i.e. new shares issued and retained earnings).

Book value may or may not be restated. This is generally done only for financial institutions and holding companies.

7. Cost of equity (expected rate of return)

According to the CAPM (see Chapter 19), the cost of equity is equal to the risk-free rate plus a risk premium that reflects the stock’s market (or systematic) risk.

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8. Shareholder return (historical rate of return)

In a given year, shareholders receive a return in the form of dividends (dividend yield) and the increase in price or market value (capital gain):

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Total shareholder return (TSR) is calculated in the same way, but over a longer period. It reflects the IRR of the investment in the stock.

9. Liquidity

A security is said to be liquid when it is possible to buy or sell a large number of shares on the market without it having too great an influence on the price. Liquidity is a typical measure of the relevance of a share price. It would not make much sense to analyse the price of a stock that is traded only once a week, for example.

A share’s liquidity is measured mainly in terms of free float, trade volumes and analyst coverage (number of analysts following the stock, quality and frequency of brokers’ notes).

(a)Free float

The free float is the proportion of shares available to purely financial investors, to buy when the price looks low and sell when it looks high. Free float does not include shares that are kept for other reasons, i.e. control, sentimental attachment or “buy and hold” strategies.

Loyalty is (unfortunately) not a financial concept and a skyrocketing share price could make sellers out of loyal shareholders, thus widening the free float.

Free float can be measured either in millions of euros or in percentage of total shares.

(b)Volumes

Liquidity is also measured in terms of volumes traded daily. Here again, absolute value is the measure of liquidity, as a major institutional investor will first try to determine how long it will take to buy (or sell) the amount it has targeted. But volumes must also be expressed in terms of percentage of the total number of shares and even as a percentage of free float.

10. Market capitalisation

Market capitalisation is the market value of company equity. It is obtained by multiplying the total number of shares outstanding by the share price. However, rarely can the majority of shares be bought at this price at the same time, for example, in an attempt to take control and appoint new management. Most often, a premium must be paid (see Chapters 31 and 44).

All too often, only the shares in free float are counted in determining market capitalisation. All shares must be included, as market cap is the market value of company equity and not of the free float.

On 22 April 2016, ArcelorMittal had a market cap of $17 578m.

Section 22.2 Multiples

In order to understand the level of stock prices, investors must make some comparisons with comparable investments (similar stocks). By doing so, they can arbitrage between stocks, taking into account their belief about the companies’ qualities and the level of their prices. To achieve this objective, investors normally relate the stock price to a financial item.

There are two basic categories of multiples:

  • those which allow for a direct estimate of the market capitalisation. In this section, we will refer specifically to the price to earnings ratio (P/E);
  • those which are independent of the capital structure of the company. These multiples allow for the estimate of the value of the entire firm (firm or enterprise value) or, similarly, the market value of the capital employed. The EBIT multiple will be presented in this section. Since capital employed is financed by equity and net debt, the enterprise value must then be allocated between creditors (first) and shareholders. The following formula shows how to derive the value of equity from the enterprise value:

1. EBIT multiple

(a)The principle

Investors interested in estimating the market value of a company’s capital employed frequently find that the stock market believes that a fair value for similar companies could be, for example, eight times their EBIT (or operating profit). With a pinch of salt, the investor can then decide to apply the same multiple to the EBIT of the company he is considering.

Investors name this ratio the EBIT multiple:

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Enterprise value is normally estimated by summing the market value of equity and the book value of net debt, assuming that the difference between the book value of debt and the corresponding market value is rarely enormous.

Where the comparison is made using companies with different fiscal positions (because they belong to different countries, for example), it is more appropriate to consider an operating profit net of taxes (net operating profit after tax, or NOPAT). This result can easily be obtained by multiplying the operating profit by (1 – the corporate tax rate of the specific country).

A company whose value is 100 with an operating profit of 12.5 will be traded for 8× its operating profit. If the operating profit remains unchanged, and disregarding the terminal value, these figures imply that investors must wait eight years before they can recover their investment. Conversely, if the operating profit increases, they will not have to wait so long.

The following interpretation is consequently allowed: the EBIT multiple corresponds to the purchase price of €1 of the operating profit.

In practice, when applying the multiple, financial analysts prefer using the operating profit of the current period or of the next period.

(b)The multiple drivers

Although the EBIT multiple is a ratio that summarises a lot of information, its value is basically determined by three factors: the growth rate of the operating profit, the risk of capital employed and the level of interest rates.

  1. The growth rate of the operating profit. There is a certain degree of correlation between the multiple and the expected growth of the operating profit. This is no surprise. Investors will be more willing to pay a higher price if the operating profit is expected to grow at a high rate (as long as the firm creates value, i.e. the investments generate a sufficient return). They are now buying with a high EBIT multiple based on current operating profit but with a more reasonable EBIT multiple based on future operating profit that is expected to be much higher.

    The reverse is also true: investors will not be ready to pay a high EBIT multiple for a company, the operating profit of which is expected to remain stable or increase slowly. Hence the low multiples for companies with low growth prospects.

    The reader should also not forget that behind the growth of the operating profit is the growth of both revenues and operating margins.

  1. The following graph shows the relation between the medium-term growth rate of the operating profit of some European companies and their multiples.

image

Source: Exane BNP Paribas

  1. The risk of the capital employed. The link between growth rate and multiples is not always verified in the market. Sometimes some companies show a low multiple and a high growth rate, and vice versa.

    This apparent anomaly can often be explained by considering the risk profile of the company. Analysts and investors in fact do not take the expected growth rate for granted. Thus, they tend to counterweight the effects of the growth rate with the robustness of these estimates.

  1. The level of interest rates. There is a strong inverse correlation between the level of interest rates and the EBIT multiple. This link is rather intuitive: our reader is, in fact, perfectly aware that high interest rates increase the returns expected by investors (think, for example, about the CAPM equation!), thus reducing the value of any asset.

Generally speaking, we can say that the level of the multiple can be frequently explained – at a specific moment – by the current level of interest rates in the economy.

The EBIT multiple allows us to assess the company valuation compared to the overall market.

2. Price to earnings (P/E)

(a)The principle

Even if the EBIT multiple has become very popular in the investor and analyst community, a ratio simpler to compute has been used for a while to determine share prices. The P/E (price/earnings ratio), which, when multiplied by the earnings per share (EPS), provides an estimate for the value of the share.

P/E is equal to:

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Another way to put this is to consider the aggregate values:

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EPS reflects theoretical value creation over a period of one year. Unlike a dividend, EPS is not a revenue stream.

As an illustration, the following table shows the P/E ratios of the main markets since 1990. We can see the impact of the 2000 bubble on P/Es for TMT groups but also the impact of the 2009/2010 crisis with a fall due to the reversal of growth prospects, followed by a jump in 2010 due to poor earnings.

While there is no obligation to do so, P/E is based on estimated earnings for the current year. However, forward earnings are also considered; for example, N +1 expresses the current market value of the stock vs. estimated earnings for the following year. For fast-growing companies or companies that are currently losing money, P/E N +1 or P/E N +2 are sometimes used, either to give a more representative figure (and thus avoid scaring the investor!) or because, in the case of loss-making companies, it is impossible to calculate P/E for year N.

The widespread use of P/E (which is implicitly assumed to be constant over time) to determine equity value has given rise to the myth of EPS as a financial criterion to assess a company’s financial strategy. Such a decision might or might not be taken on the basis of its positive or negative impact on EPS. This is why P/E is so important, but it also has its limits, as we will demonstrate in Chapters 26, 27 and in Section IV.

HISTORICAL P/E RATIOS – PAN-EUROPEAN SECTORS (AS OF JANUARY 1ST)

Year Automotive Biotechnologies Chemistry Defence Financial Institutions Food Oil & Gas Real Estate Telecom Utilities
1990  6.7  21.7  8.3  6.9 16.1 14.1 11.2 24.8 12.8 11.1
1995 13.4  30.4 13.5 14.3 14.1 12.9 17.3 20.4 12.7 13.4
2000 13.2 180.5 18.4 19.0 19.3 17.1 38.5 21.2 51.7 17.3
2005 12.6  25.6 24.9 32.6 15.8 17.8 15.4 19.6 20.5 13.9
2010 52.5  19.0 20.4 10.4 13.8 11.8 18.4 13.0 12.3 11.2
2011 14.3  23.1 13.0 16.9 10.1 18.3  8.8 16.2 10.3 10.2
2012  4.7  20.2  7.4 15.1  7.8 17.0  7.3  9.9 11.0  9.9
2013  5.7  25.8 13.8 13.7 12.3 19.2  7.3 18.2 10.7 10.1
2014  8.8  34.2 15.7 19.2 14.4 19.6  8.9 18.7 15.5 12.1
2015  8.6  25.0 14.9 17.2 13.4 22.3 11.0 17.1 17.0 13.6
2016  9.8  40.3 13.4 17.1 11.9 16.3 16.8 17.8 20.2 14.0
2017  9.5  31.5 19.0 18.1 10.2 23.4 25.1 16.5 13.5 13.6

Source: Factset, Datastream

P/E is conceptually similar to the EBIT multiple, and even more so to the NOPAT multiple. The latter is a division of enterprise value by after-tax operating profit, while P/E is a division of market value by net profit.

Hence, many of the things we have said about the EBIT multiple also apply to P/E:

  • Another way of understanding P/E is to note that it expresses market value on the basis of the number of years of earnings that are being bought. Thus, an equity value of 100 and earnings of 12.5 means the P/E is 8. This means that if EPS remains constant, the investor will have to wait eight years to recover his investment, while ignoring the residual value of the investment after eight years, omitting the discount. If the EPS rises (falls), the investor will have to wait less (more) than eight years.
  • In an efficient market, the greater the EPS growth, the higher the P/E and vice versa (on condition that the firm creates value, i.e. has a higher ROE than the rate of return required by shareholders).
  • P/E is inversely proportional to interest rates: all other factors being equal, the higher the interest rates, the lower the P/Es and vice versa, again assuming efficient markets.
  • The greater the perceived risk, the lower the P/E and vice versa.

P/E is used in the same way as the EBIT multiple. To value a company, it is useful to set it alongside other companies that are as comparable as possible in terms of activity, growth prospects and risk, and then apply their P/E to it.

P/E reflects a risk that the EBIT multiple does not – financial structure – which comes on top of the risk presented by the operating assets.

(b)P/E and investors’ required rate of return

Inverse P/E, also called earnings yield, is often mistakenly used in approximating investors’ required rate of return. This should only be done in those very rare cases where earnings growth is nil and the company pays out 100% of its earnings. Here is our reasoning:

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Then:

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and thus:

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The P/E of a company with an EPS of 12 that is trading at 240 would then be:

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The inverse P/E is just 5%, whereas the required return nowadays is probably about 8%.

All in all, the inverse P/E reflects only an immediate accounting return for a new shareholder who has bought the share for V and who has a claim on EPS:

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  • A very low return means that shareholders expect EPS growth to be strong enough to ultimately obtain a return commensurate with their required rate of return.
  • A very high rate means that immediate return is uncertain and shareholders expect negative EPS growth to ultimately bring accounting return closer to their required rate of return.
  • A normal rate, i.e. in line with the required rate of return, means that EPS growth is expected to be nil, and the investment is considered a perpetual annuity.

3. Other multiples

Apart from the EBIT multiple and the P/E, investors and analysts sometimes use the following multiples.

(a)Sales multiple

Sometimes the value of the firm is assessed in proportion to its sales, and the ratio enterprise value/sales is then computed. This ratio is often used to derive the value of shops or very small companies.

Using such multiples implies that the compared firms have the same type of margin. It implies somehow a normative return over sales for firms in a certain sector.

We believe that sales multiples should not be used for mid-sized or large companies as they completely disregard profitability. They have often been used in the past, in times of bull markets, to value Internet or biotech companies, for example, as such companies did not show a positive EBIT!

The same type of criticism can be levelled against multiples of numbers of subscribers, numbers of clicks, etc., or other multiples of volume of activity. These multiples not only assume a comparable return over sales but also the same revenue per unit.

(b)EBITDA multiple

In some sectors such as the telecoms sector, depreciation can be a very high proportion of costs (17% of Orange’s costs), and as depreciation periods and methods can be largely subjective (even for companies applying the same accounting principles), the profile of EBIT can be impacted and may not be comparable from one company to another. In addition, accounting principles can set different rules for depreciation and amortisation. In such cases, analysts and investors tend to compute EBITDA multiples instead of EBIT multiples.

Although we understand the logic of it, we do not recommend generalising this approach to all sectors. The use of the EBITDA multiple will lead to overvaluing low-margin companies and undervaluing high-margin companies.

(c)Free cash flow multiple

The free cash flow multiple is computed as enterprise value/free cash flow to the firm (i.e. EBITDA – theoretical tax on EBIT – change in working capital – capex). Free cash flow is, in fact, the sum that can be redistributed to the providers of the firm’s funds, therefore theoretically this multiple is highly relevant. It nevertheless suffers from its high volatility, in particular because the capex policy of the firm may show some huge differences from one year to another.

This ratio is therefore relevant mainly for mature sectors where capex is mainly maintenance capex. The reverse of this multiple is called free cash flow yield.

(d)Price to book ratio (PBR)

The PBR (price to book ratio) measures the ratio between market value and book value:

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The PBR can be calculated either on a per share basis or for an entire company. Either way, the result is the same.

It may seem surprising to compare book value to market value, which, as we have seen, results from a company’s future cash flow. Even in the event of liquidation, equity value can be below book value (due, for example, to restructuring costs, accounting issues, etc.).

However, there is an economic link between book value and market value, as long as book value correctly reflects the market value of assets and liabilities.

It is not hard to show that a stock’s PBR will be above 1 if its market value is above book value, when the ROE is above the required rate of return (k E). The reason for this is that if a company consistently achieves 15% ROE, and the shareholders require only 10%, then a book value of 100 would mean an equity value of 150, and the shareholders will have achieved their required rate of return:

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However, the PBR will be below 1 if the ROE is below the required rate of return (k E).

A sector cannot show equity value below book value for long, as sector consolidation will soon intervene and re-establish a balance, assuming that markets are efficient. Nor can a sector have equity value higher than book value for long, as new entrants will be attracted to the sector and bring down the abnormally high returns. Market equilibrium will thus have been re-established.

As an illustration, here are the PBRs seen on the main world markets since 1990:

PBR – PAN-EUROPEAN SECTORS (AS OF JANUARY 1ST)

Year Automotive Biotechnologies Chemistry Defence Financial Institutions Food Oil & Gas Real Estate Telecom Utilities
1990 1.2 nm 1.5 0.9 1.5 1.8 1.7 1.2 1.5 1.3
1995 1.2 nm 1.5 1.3 1.1 1.7 1.9 1.0 1.7 1.5
2000 1.8 5.4 2.2 2.2 2.0 1.8 2.6 0.9 4.2 2.2
2005 1.1 3.8 1.7 1.7 1.8 3.9 2.9 1.3 3.0 2.2
2010 0.9 3.4 2.0 1.6 1.1 3.5 1.8 1.0 2.3 1.6
2011 1.3 3.4 2.4 1.8 0.9 3.9 1.6 1.0 1.9 1.3
2012 0.8 2.5 1.7 1.7 0.7 3.3 1.4 0.8 1.7 1.0
2013 1.0 3.6 2.3 2.2 0.8 3.7 1.2 1.1 1.8 1.0
2014 1.3 5.5 2.4 3.3 1.1 3.9 1.3 1.2 2.4 1.2
2015 1.2 5.2 2.1 2.7 1.0 3.7 1.0 1.2 2.4 1.2
2016 1.2 6.7 2.0 3.6 1.0 3.7 1.0 1.3 2.6 1.3
2017 1.1 6.2 2.4 3.8 0.9 3.7 1.3 1.1 2.3 1.4

Source: Factset, Datastream

Section 22.3 Key market data

We are now able to fill in the blanks of the chart below, but it will only make sense if you have first assessed the company’s strategy and finances.

We have filled in the data for ArcelorMittal, whose free float is significant (c. $10bn) and is covered by 27 analysts.

ArcelorMittal’s share price is highly dependent on changes in raw material prices, in particular steel and iron ore, the price of which has decreased significantly since 2014. Therefore, ArcelorMittal’s share price was halved between end 2014 and end 2015.

In 2016, given its negative free cash flows, the steel manufacturer stopped paying dividends. It should be noted that in 2014 and 2015, the group kept paying dividends although its earnings were negative.

As we noticed earlier, ArcelorMittal does not create value, its ROE being negative and hence below the return required by shareholders (c. 15% given the risk). Its market capitalisation is therefore below the book value of equity (even if lowered in 2015 by exceptional impairment).

Liquidity is very high, with over 1% of capital exchanged on average every day.

KEY MARKET DATA ON ARCELORMITTAL

Past Current Future
In $ 2014 2015 2016 2017 2018
Adjusted share price
 High 17.84 11.89 5.25
 Low 10.57  3.73 3.02
 Average or last 11.03  4.22 5.03
Absolute data
 Number of fully diluted shares (m) 2 774 2 774 3 057
 Market capitalisation (m) 30 598 11 707 15 377
 Equity, group share (m) 42 086 25 272 27 599 27 722 28 272
 Value of net debt (m) 17 434 13 218 13 865
 Enterprise value (m) 48 032 24 925 28 595
Multiples
 Fully diluted EPS −0.39 −2.86 −0.16  0.12  0.29
 EPS growth −17% 632% −94% −175% 142%
 P/E nm nm nm 41.9 17.3
 Operating profit (m) 3034 2039 1649 2414 3053
 EBIT multiple 15.8 12.2 17.3 11.8  9.4
 Price/book ratio (PBV)  0.7  0.5  0.6 0.6
Dividend
 Dividend per share (DPS) 0.20 0.00 0.06  0.08  0.11
 DPS growth −40% −100% nm 33% 38%
 Net yield  3.6% 4.7% 0.0%
 Payout −51% 0% −38% 67% 38%
Return
 Beta (β) 1.7 2.0 1.9
 Risk premium: r Mr F  7.9%  7.0%   8.0%
 Risk-free rate: r F  0.3%  0.3% −0.4%
 Required rate of return: k E 13.7% 14.3% 14.8%
Return on equity: r E −2.6% −31.4% −1.8%
Actual return (capital gains and dividends) 23% −60% 19%
Free float 61.1% 61.1% 61.1%
Share of capital traded daily  0.70%  1.10%  1.97%
Number of analysts covering the stock 27 27 27

Section 22.4 How to perform a stock market analysis

In order to perform a stock market analysis, we advise readers to follow the following battle plan tailored by Marc Vermeulen:

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Section 22.5 Adjusting per share data for technical factors

1. Rewrite history, if necessary

“Let’s not mix apples with oranges.” This old saying applies to the adjustment of per share data after the detachment of rights and for free share awards and rights issues which, from a technical point of view, can modify the value of a stock.

(a)Free share awards

Suppose a company decides to double its equity by incorporating its reserves, and issues one new share for each existing share. Each shareholder is then the owner of twice as many shares without having paid additional funds and with no change to the company’s financial structure. The unit value of the shares has simply been divided into two.

Naturally, the company’s equity value will not change, as two shares will be equal to one previously existing share. However, the share price before and after the operation will have to be adjusted to obtain a comparable series.

In this case, simply divide the shares existing after the free share award by two. The adjustment coefficient is 1/2.

More generally, if new shares are issued for N already existing shares, then the adjustment coefficient is as follows:

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(b)A rights issue with an exercise price below the current share price

This is the second reason we might have to adjust past per share data. We will go further into detail in Chapter 25, which deals with share offerings.

To subscribe to the new shares, investors must first buy one or more rights detached from previously existing shares, whose price is theoretically such that it doesn’t matter whether they buy previous existing shares or use the rights to buy new ones. The detachment of the right from the existing shares makes an adjustment necessary.

For a rights issue, the adjustment coefficient is:

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If P is the price of the already existing share, E the issue price of the new shares, the number of new shares and N the number of already existing shares, then the adjustment coefficient will be equal to:

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To make the adjustment, simply multiply all the share data (e.g. price, EPS, DPS, BV/S) before the detachment by this coefficient.

As you have seen, the adjustment consists in rewriting past stock performance to make it comparable to today and tomorrow, and not the reverse.

2. The impact of future transactions

When equity-linked securities (convertible bonds, mandatory convertibles, bonds with warrants attached, stock options, etc.) have been issued, financial managers must factor these potential new shares into their per share data. Here again, we must adjust in order to obtain an average number of outstanding shares.

As there is at least potential dilution, we have to assume full conversion in calculating the per share data (EPS, BV/S, etc.) on a fully diluted basis. This is easy to do for convertible bonds (CBs). Simply assume that the CBs have been converted. This increases the number of shares but lowers financing costs, as interest is no longer paid on the CBs.

For warrants (or stock options), two methods can be used. The first method, called the treasury method, is commonly used: it assumes investors will exercise their in-the-money warrants and the company will buy back its own shares with the proceeds. The company thus offsets some of the dilution caused by the exercise of the warrants. This is the method recommended by the IASB.

The following example will illustrate the method: on 1 September 2013, Loch Lomond Corporation decided to issue 100 000 equity warrants exercisable from 1 January 2014 to 1 January 2018 at one share at €240 per warrant.

In 2016, EPS is €10m (net income 2016) divided by 1 000 000 (number of shares), i.e. €10.

As of 31 December 2016, Loch Lomond’s share price is €300, all the warrants are in the money and thus are assumed exercised: 100 000 new shares are issued. The exercise of the warrants raises the following sum for the company: 100 000 × €240 = €24 000 000.

The company could use this money to buy back 80 000 of its own shares trading at €300. Fully diluted EPS can be computed as follows:

numbered Display Equation

Note that only in-the-money diluting securities are restated; out-of-the-money securities are not taken into account.

The second method, called the investment of funds method, assumes that all investors will exercise their warrants and that the company will place the proceeds in a financial investment. Let’s go back to that last example and use this method.

In this method, we assume all warrants are exercised by investors and the proceeds are invested at 3% after taxes1 pending use in the company’s industrial projects. Fully diluted EPS would be as follows:

numbered Display Equation

As can be seen, the two methods produce different results as a direct consequence of the different uses of the cash proceeding from the exercise of warrants.

The treasury method can be considered to be the closest to the financial markets, as the main figure it uses is the company’s share price. However, the treasury method assumes that the best investment for a company is to buy back its own shares.

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