Bristlemouth: A Value Investing Blog
January 6, 2010

Paying the Price for Shareholder Rescues

Paying the Price for Shareholder Rescues

Many Australian investors feel that the capital raising frenzy of the past 12 months was a gift from God. ‘Free money’ I heard it described as and, in some cases, it was. Small shareholders offered $15,000 share purchase plans at substantially discounted prices were sometimes able to make more than their initial investment simply by participating.

But shareholders as a whole cannot ‘win’ out of a capital raising unless the capital is put to good use and earns above average returns. Most of the capital raised over the past year has been expensive equity used to repay what was once very cheap debt.

The net result for investors is a loss, not a win, and this will become obvious to all shareholders over the next year. The cost will manifest itself as substantially lower earnings per share.

Consider, as a fictional example, Formerly Leveraged Pty Ltd. Formerly Leveraged earned $100m of earnings before interest and tax last year. It had $500m of debt and was paying an average interest rate of 5% p.a., translating to $25m p.a. of interest expense. After meeting the interest bill, earnings before tax was $75m and, given it had 100m shares outstanding, that translated to 75 cents per share.

Midway through last year, at the height of the credit crisis, Formerly Leveraged’s bankers decided they wanted their money back. With no other alternatives, the company turned to shareholders and undertook a discounted capital raising. At the time, the shares were trading at $6 each – a pre tax multiple of 8 times. To ensure all shareholders participated, the directors priced the offer at $5 per share and offered another 100m shares. The $500m proceeds repaid all of Formerly Leveraged’s debt.

You would think that the company should simply trade at a weighted average of the pre-raising price and the $5 issue price, or $5.50 per share (the theoretical ex-rights price, in the lingo). But let’s look at what’s happened to the earnings per share. Assuming the company still makes $100m of earnings before interest and tax, pre tax earnings would be $100m (there is no interest now that there is no debt), but there are twice as many shares on issue. Pre tax earnings per share would be 50 cents ($100m profit divided by 200m shares), down 33% on last year’s 75 cents per share.

Ignoring growth, franking and other complicating factors, when a stock is priced at 8 times pre-tax earnings, investors are demanding a return of 12.5% (1 divided by 8). If you raise equity at a cost of 12.5% per annum and use it to repay debt that was costing 5%p.a., there is going to be a lot less cash left over on a per share basis, as Formerly Leveraged’s shareholders found out.

They won’t be on their own. You probably won’t read about it in the press releases – most PR savvy companies will probably follow Wesfarmers lead and spend all their time talking about top-line earnings and neglect to mention earnings per share – but for those prepared to do a little digging, the cost of last year’s rush for capital is about to become painfully apparent.

Comments

Billy
January 6, 2010

I do not think it is realistic to assume that a company, which was only paying 5% interest, would all of a sudden not be able to obtain any finance at all. I think a more realistic rate would be around 10%.
But I fully agree the key indicator is eps, which, in many cases, will be massively diluted.

Shum Ghumman
January 6, 2010

Good argument, however there is one flaw. This argument implicitly assumes that the rate of return demanded by the market on FL's shares will remain at 12.5% after the raising, whereas the PER of FL should (in theory at least) rise to reflect the fact that it has become less risky in light of the fact that its debt is now paid off.

To offset the phenomenon you have described, when looking at buying a leveraged business that does not have a deep moat, I usually imagine whether I would be happy to become a holder of the company's debt in proportion to my shareholding.

It's amazing how this sort of exercise can dampen enthusiasm for many stocks that appear to be bargains on a PER basis.

Joe
January 8, 2010

I think that this article looks to just a well run situation I think that those companies that suffered major losses as well have lost divisions that earned them money and sold some of the crown jewels. Look at RBS it will never ever be able to grow to what it was and basically buying shares was not only dilutive but killing. The subtlety of the SPP's here in Australia made it all seem like a profit making day in reality I think we will find that it has damaged growth in earnings per share as well and that a good growth share may well have now become pedestrian. I hate SPP's because they really just damage the business - Look at BKW that share is still trying to climb out of the base it has now set - used to trade at a premium to SOL now is at a substantial discount. So where was the profit for existing shareholders as everyone bought 50 shares and made a profit on the back of the existing shareholders.

Garry
January 8, 2010

I HATE share placements to "sophisticated investors"-it is little more than a scandalous rip-off of ordinary shareholders, an insiders job I guess. Apart from that it is an elitist insult to existing shareholders. If the worthless ASIC bestirred itself, and acted to ensure that all directors treated shareholders as owners and equally then it might become more feared and respected. Alas it would likely need a lobotomy to remove the ego cells, the hypocrisy cell, and the narcissism cells.
There is only one equitable way to issue new shares-a renounceable pro-rata rights issue. SPP's encourage people to hold $500 worth of a company so that they get equal rights to someone with $100,000 invested in the company. SPP's are fundamentally unjust. I have been voting my share proxies this past year. All directors who make placements will always get a NO from my proxies. Better yet is to sell those shares, as directors whose ethical standards allow them to rip off existing owners to whom they have a fiduciary duty to profit strangers do not meet my ethical standards

Joe
January 11, 2010

Agree totally, a listed company should never have the need for an urgent placement of up to 15% of the company. Overseas these institutional investors are often the underwriters and paid fees for that. Rather a pro rata rights issue renounceable or otherwise.

ASIC is not looking after anything at the moment and probably never has done a good job IMO. Even now shareholders wont get the action they deserve in controlling directors remuneration it will be watered down yet everyone sees that some companies reward failure just as they reward success.

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