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However, twofairly straightforward models can be used to help estimate the “true,” or intrinsic,value of a common stock: 1 the dividend growth model and 2 the total corpo-rate value mode

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SOURCE: Accessed January 11, 2000 © 2000 America Online, Inc www.corp.aol.com/index.html

CHAPTER

S t o c k s a n d T h e i r V a l u a t i o n

9

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During this upswing some observers were concerned that many investors did not realize just how risky the stock market is There is no guarantee that the market will continue to rise, and even in bull markets some stocks crash and burn Indeed, after nearing the 12,000 mark in early 2000, the Dow declined later in the year to below 10,000 in the wake of concerns about corporate earnings, rising oil prices, and a weakening European currency The drop in the once high-flying Nasdaq has been even more dramatic After topping 5,000 in March 2000, the Nasdaq Composite Index fell more than 50 percent in the following year By April 2001, the index stood around 1,700 While some analysts believe that these events suggest that the long bull market has finally run its course, others believe that these declines are only bumps

in the road and that the long-run trend is still positive.

Note too that while all boats may rise with the tide, the same does not hold for the stock market — regardless

of the trend, some individual stocks make huge gains while others suffer substantial losses For example, during 2000, CIENA Corporation’s stock rose from $28.75

to $81.38, but during this same period Priceline.com lost 97 percent of its value.

While it is difficult to predict prices, we are not completely in the dark when it comes to valuing stocks.

After studying this chapter, you should have a reasonably good understanding of the factors that influence stock prices With that knowledge — and a little luck — you may be able to find the next AOL or CIENA, and avoid being victimized by “irrational exuberance.” ■

$10,000 investment in America Online (AOL)

when it went public in 1992 would have grown

to $10 million by November 1999! However,

AOL’s stock price has steadily declined throughout 2000

and early 2001 These ups and downs suggest that AOL’s

road to riches has been anything but smooth—its

shareholders have had an exciting and often

nerve-wracking roller coaster ride At the beginning of 2001,

AOL’s investors are unsure whether the stock’s long-run

trend will be up or down but, if history is any guide, the

movement will be swift, uneven, and large.

By virtually any measure, the stock market performed

extraordinarily well up through 1999 From slightly less

than 4,000 in early 1995, the Dow surged past 11,000

in 1999 To put this remarkable 7,000-point rise in

perspective, consider that the Dow first reached 1,000

in 1965, then took another 22 years to hit 2,000, then

four more years to reach 3,000, and another four to get

to 4,000 (in 1995) Then, in just five years, it topped

11,000 Thus, in this five-year period investors made

almost twice as much in the stock market as they made

in the previous 70 years!

The recent bull market made it possible for many

people to take early retirement, buy expensive homes,

and afford large expenditures such as college tuition.

Encouraged by this performance, more and more

investors flocked to the market, and today more than 79

million Americans own stock Moreover, a rising stock

market makes it easier and cheaper for corporations to

raise equity capital, which facilitates continued

407

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In Chapter 8 we examined bonds We now turn to common and preferred stock, ginning with some important background material that helps establish a frame-work for valuing these securities.

be-While it is generally easy to predict the cash flows received from bonds, casting the cash flows on common stocks is much more difficult However, twofairly straightforward models can be used to help estimate the “true,” or intrinsic,value of a common stock: (1) the dividend growth model and (2) the total corpo-rate value model A stock should be bought if its intrinsic value exceeds its mar-ket price but sold if its price exceeds the intrinsic value

fore-The concepts and models developed here will also be used when we estimatethe cost of capital in Chapter 10 In subsequent chapters, we demonstrate how thecost of capital is used to help make many important decisions, especially the de-cision to invest or not invest in new assets Consequently, it is critically impor-tant that you understand the basics of stock valuation ■

L E G A L R I G H T S A N D P R I V I L E G E S

O F C O M M O N S T O C K H O L D E R S

The common stockholders are the owners of a corporation, and as such they

have certain rights and privileges as discussed in this section

CO N T R O L O F T H E FI R M

Its common stockholders have the right to elect a firm’s directors, who, inturn, elect the officers who manage the business In a small firm, the majorstockholder typically assumes the positions of president and chairperson of theboard of directors In a large, publicly owned firm, the managers typicallyhave some stock, but their personal holdings are generally insufficient to givethem voting control Thus, the managements of most publicly owned firmscan be removed by the stockholders if the management team is not effective.State and federal laws stipulate how stockholder control is to be exercised.First, corporations must hold an election of directors periodically, usually once

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a year, with the vote taken at the annual meeting Frequently, one-third of thedirectors are elected each year for a three-year term Each share of stock hasone vote; thus, the owner of 1,000 shares has 1,000 votes for each director.1Stockholders can appear at the annual meeting and vote in person, but typically

they transfer their right to vote to a second party by means of a proxy

Man-agement always solicits stockholders’ proxies and usually gets them However,

if earnings are poor and stockholders are dissatisfied, an outside group may licit the proxies in an effort to overthrow management and take control of the

so-business This is known as a proxy fight.

The question of control has become a central issue in finance in recent years.The frequency of proxy fights has increased, as have attempts by one corpora-tion to take over another by purchasing a majority of the outstanding stock

These actions are called takeovers Some well-known examples of takeover

battles include KKR’s acquisition of RJR Nabisco, Chevron’s acquisition ofGulf Oil, and the QVC/Viacom fight to take over Paramount

Managers who do not have majority control (more than 50 percent of theirfirms’ stock) are very much concerned about proxy fights and takeovers, andmany of them are attempting to get stockholder approval for changes in theircorporate charters that would make takeovers more difficult For example, anumber of companies have gotten their stockholders to agree (1) to elect onlyone-third of the directors each year (rather than electing all directors eachyear), (2) to require 75 percent of the stockholders (rather than 50 percent) toapprove a merger, and (3) to vote in a “poison pill” provision that would allowthe stockholders of a firm that is taken over by another firm to buy shares inthe second firm at a reduced price The poison pill makes the acquisition unat-tractive and, thus, wards off hostile takeover attempts Managements seekingsuch changes generally cite a fear that the firm will be picked up at a bargainprice, but it often appears that managers’ concerns about their own positionsmight be an even more important consideration

Management’s moves to make takeovers more difficult have been countered

by stockholders, especially large institutional stockholders, who do not want tosee barriers erected to protect incompetent managers To illustrate, the Cali-fornia Public Employees Retirement System (Calpers), which is one of thelargest institutional investors, announced plans in early 1994 to conduct a proxyfight with several corporations whose financial performances were poor inCalpers’ judgment Calpers wants companies to give outside (nonmanagement)directors more clout and to force managers to be more responsive to stock-holder complaints

Prior to 1993, SEC rules prohibited large investors such as Calpers fromgetting together to force corporate managers to institute policy changes How-ever, the SEC changed its rules in 1993, and now large investors can work to-gether to force management changes This ruling has served to keep managersfocused on stockholder concerns, which means the maximization of stockprices

L E G A L R I G H T S A N D P R I V I L E G E S O F C O M M O N S T O C K H O L D E R S

Proxy

A document giving one person the

authority to act for another,

typically the power to vote shares

of common stock.

Proxy Fight

An attempt by a person or group

to gain control of a firm by getting

its stockholders to grant that

person or group the authority to

vote their shares to replace the

current management.

Takeover

An action whereby a person or

group succeeds in ousting a firm’s

management and taking control of

the company.

1 In the situation described, a 1,000-share stockholder could cast 1,000 votes for each of three rectors if there were three contested seats on the board An alternative procedure that may be pre-

di-scribed in the corporate charter calls for cumulative voting Here the 1,000-share stockholder would

get 3,000 votes if there were three vacancies, and he or she could cast all of them for one director Cumulative voting helps small groups to get representation on the board.

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TH E PR E E M P T I V E RI G H T

Common stockholders often have the right, called the preemptive right, to

purchase any additional shares sold by the firm In some states, the preemptiveright is automatically included in every corporate charter; in others, it is neces-sary to insert it specifically into the charter

The purpose of the preemptive right is twofold First, it enables currentstockholders to maintain control If it were not for this safeguard, the manage-ment of a corporation could issue a large number of additional shares and pur-chase these shares itself Management could thereby seize control of the cor-poration and frustrate the will of the current stockholders

The second, and by far the more important, reason for the preemptive right

is to protect stockholders against a dilution of value For example, suppose1,000 shares of common stock, each with a price of $100, were outstanding,making the total market value of the firm $100,000 If an additional 1,000shares were sold at $50 a share, or for $50,000, this would raise the total mar-ket value to $150,000 When total market value is divided by new total sharesoutstanding, a value of $75 a share is obtained The old stockholders thus lose

$25 per share, and the new stockholders have an instant profit of $25 per share.Thus, selling common stock at a price below the market value would dilute itsprice and transfer wealth from the present stockholders to those who were al-lowed to purchase the new shares The preemptive right prevents such occur-rences

Preemptive Right

A provision in the corporate

charter or bylaws that gives

common stockholders the right to

purchase on a pro rata basis new

issues of common stock (or

Although most firms have only one type of common stock, in some instances

classified stock is used to meet the special needs of the company Generally,

when special classifications are used, one type is designated Class A, another Class B, and so on Small, new companies seeking funds from outside sources

frequently use different types of common stock For example, when GeneticConcepts went public recently, its Class A stock was sold to the public and paid

a dividend, but this stock had no voting rights for five years Its Class B stock,which was retained by the organizers of the company, had full voting rights forfive years, but the legal terms stated that dividends could not be paid on theClass B stock until the company had established its earning power by building

up retained earnings to a designated level The use of classified stock thus abled the public to take a position in a conservatively financed growth companywithout sacrificing income, while the founders retained absolute control duringthe crucial early stages of the firm’s development At the same time, outside in-

en-Classified Stock

Common stock that is given a

special designation, such as Class

A, Class B, and so forth, to meet

special needs of the company.

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GM’s deal posed a problem for the NYSE, which had a rule against listing acompany’s common stock if the company had any nonvoting common stockoutstanding GM made it clear that it was willing to delist if the NYSE did notchange its rules The NYSE concluded that such arrangements as GM hadmade were logical and were likely to be made by other companies in the future,

so it changed its rules to accommodate GM In reality, though, the NYSE hadlittle choice In recent years, the Nasdaq market has proven that it can provide

a deep, liquid market for common stocks, and the defection of GM would havehurt the NYSE much more than GM

T H E M A R K E T F O R C O M M O N S T O C K

Founders’ Shares

Stock owned by the firm’s

founders that has sole voting

rights but restricted dividends for

a specified number of years.

firms are said to be privately owned, or closely held, corporations, and their

stock is called closely held stock In contrast, the stocks of most larger companies

are owned by a large number of investors, most of whom are not active in

man-agement Such companies are called publicly owned corporations, and their

stock is called publicly held stock.

As we saw in Chapter 5, the stocks of smaller publicly owned firms are notlisted on an exchange; they trade in the over-the-counter (OTC) market, and

the companies and their stocks are said to be unlisted However, larger publicly

owned companies generally apply for listing on physical location exchanges,

and they and their stocks are said to be listed Many companies are first listed

on Nasdaq or on a regional exchange, such as the Pacific Coast or Midwest changes Once they become large enough to be listed on the “Big Board,”many, but by no means all, choose to move to the NYSE The largest company

ex-Closely Held Corporation

A corporation that is owned by a

few individuals who are typically

associated with the firm’s

management.

Publicly Owned Corporation

A corporation that is owned by a

relatively large number of

individuals who are not actively

involved in its management.

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in the world in terms of market value, Microsoft, trades on the Nasdaq market,

as do most other high-tech firms

A recent study found that institutional investors owned about 46 percent of allpublicly held common stocks Included are pension plans (26 percent), mutualfunds (10 percent), foreign investors (6 percent), insurance companies (3 per-cent), and brokerage firms (1 percent) These institutions buy and sell relativelyactively, however, so they account for about 75 percent of all transactions Thus,institutional investors have a heavy influence on the prices of individual stocks

TY P E S O F ST O C K MA R K E T TR A N S A C T I O N S

We can classify stock market transactions into three distinct types:

1 Trading in the outstanding shares of established, publicly owned companies: the

secondary market Allied Food Products, the company we analyzed in

ear-lier chapters, has 50 million shares of stock outstanding If the owner of

100 shares sells his or her stock, the trade is said to have occurred in the

secondary market Thus, the market for outstanding shares, or used

shares, is the secondary market The company receives no new money

when sales occur in this market

2 Additional shares sold by established, publicly owned companies: the primary

mar-ket If Allied decides to sell (or issue) an additional 1 million shares to raise

new equity capital, this transaction is said to occur in the primary market.2

3 Initial public offerings by privately held firms: the IPO market Several years

ago, the Coors Brewing Company, which was owned by the Coors ily at the time, decided to sell some stock to raise capital needed for amajor expansion program.3This type of transaction is called going pub- lic — whenever stock in a closely held corporation is offered to the pub-

fam-lic for the first time, the company is said to be going pubfam-lic The market

for stock that is just being offered to the public is called the initial lic offering (IPO) market.

pub-IPOs have received a lot of attention in recent years, primarily because

a number of “hot” issues have realized spectacular gains — often in thefirst few minutes of trading Consider the IPO of Red Hat, Inc., theopen-source provider of software products and services The company’sunderwriters set an offering price of $14 per share However, because ofintense demand for the issue, the stock’s price rose more than 270 percentthe first day of trading

Table 9-1 lists the largest, the best performing, and the worst ing IPOs of 2000, and it shows how they performed from their offeringdates through year-end 2000 As the table shows, not all IPOs are as wellreceived as was Red Hat Moreover, even if you are able to identify a

perform-2 Allied has 60 million shares authorized but only 50 million outstanding; thus, it has 10 million thorized but unissued shares If it had no authorized but unissued shares, management could in- crease the authorized shares by obtaining stockholders’ approval, which would generally be granted without any arguments.

au-3 The stock Coors offered to the public was designated Class B, and it was nonvoting The Coors family retained the founders’ shares, called Class A stock, which carried full voting privileges The company was large enough to obtain an NYSE listing, but at that time the Exchange had a re- quirement that listed common stocks must have full voting rights, which precluded Coors from ob- taining an NYSE listing.

Secondary Market

The market in which “used”

stocks are traded after they have

been issued by corporations.

Primary Market

The market in which firms issue

new securities to raise corporate

capital.

Going Public

The act of selling stock to the

public at large by a closely held

corporation or its principal

stockholders.

Initial Public Offering (IPO)

Market

The market for stocks of

companies that are in the process

of going public.

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“hot” issue, it is often difficult to purchase shares in the initial offering

These deals are generally oversubscribed, which means that the demand for

shares at the offering price exceeds the number of shares issued In suchinstances, investment bankers favor large institutional investors (who aretheir best customers), and small investors find it hard, if not impossible, toget in on the ground floor They can buy the stock in the after-market,but evidence suggests that if you do not get in on the ground floor, the av-erage IPO underperforms the overall market over the long run.4

Indeed, the subsequent performance of Red Hat illustrates the risksthat arise when investing in new issues After its dramatic first day run-up,

T H E M A R K E T F O R C O M M O N S T O C K

M A R T H A S T E WA R T TA K E S O N T H E W W F

During the week of October 18, 1999, both Martha Stewart

Living Omnimedia Inc and the World Wrestling Federation

(WWF) went public in IPOs This created a lot of public

inter-est, and it led to media reports comparing the two companies.

Both deals attracted strong investor demand, and both were

well received In its first day of trading, WWF’s stock closed

above $25, an increase of nearly 49 percent above its $17

of-fering price Martha Stewart did even better — it closed a

lit-tle above $37, which was 105 percent above its $18 offering

price This performance led CBS MarketWatch reporter Steve

Gelsi to write an online report entitled, “Martha Bodyslams

the WWF!”

Both stocks generated a lot of interest, but when the hype died down, astute investors recognized that both stocks have risk Indeed, more than one year later, WWF had declined to around $15 per share, while Martha Stewart had fallen below $20

a share As the accompanying chart shows, the performance of the two stocks has been quite similar, but both stocks have per- formed considerably worse than the overall market Despite these setbacks, both stocks continue to have their devoted set of in- vestors, which means that this is one battle that is far from over.

SOURCE: Steve Gelsi, “Martha Bodyslams the WWF,” http://cbs.marketwatch.com, October 19, 1999 and http://finance.yahoo.com, February 26, 2001.

4See Jay R Ritter, “The Long-Run Performance of Initial Public Offerings,” Journal of Finance,

March 1991, Vol 46, No 1, 3–27.

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T A B L E 9 - 1

P E R C E N T C H A N G E U.S F R O M O F F E R ISSUE OFFER PROCEEDS

ISSUER DATE PRICE (BILLIONS) FIRST DAY 12/31/00

P E R C E N T C H A N G E U.S F R O M O F F E R ISSUE OFFER PROCEEDS

ISSUER DATE PRICE (MILLIONS) FIRST DAY 12/31/00

T HE B EST P ERFORMERS

ISSUER DATE PRICE (MILLIONS) FIRST DAY 12/31/00

SOURCE: Kara Scannell, ”IPO Rocket Lands as Investors Prefer Profits to Pipe Dreams,” The Wall Street Journal, January 2, 2001, R6.

Initial Public Offerings in 2000

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C O M M O N S T O C K VA L U A T I O N

Common stock represents an ownership interest in a corporation, but to thetypical investor, a share of common stock is simply a piece of paper character-ized by two features:

1. It entitles its owner to dividends, but only if the company has earnings out

of which dividends can be paid, and only if management chooses to paydividends rather than retaining and reinvesting all the earnings Whereas

a bond contains a promise to pay interest, common stock provides no such promise — if you own a stock, you may expect a dividend, but your expec-

tations may not in fact be met To illustrate, Long Island Lighting pany (LILCO) had paid dividends on its common stock for more than 50years, and people expected those dividends to continue However, whenthe company encountered severe problems a few years ago, it stoppedpaying dividends Note, though, that LILCO continued to pay interest onits bonds; if it had not, then it would have been declared bankrupt, andthe bondholders could potentially have taken over the company

Com-2. Stock can be sold at some future date, hopefully at a price greater thanthe purchase price If the stock is actually sold at a price above its pur-

chase price, the investor will receive a capital gain Generally, at the time

people buy common stocks, they do expect to receive capital gains;

C O M M O N S T O C K VA L U A T I O N

S E L F - T E S T Q U E S T I O N S

Differentiate between a closely held corporation and a publicly owned poration

cor-Differentiate between a listed stock and an unlisted stock

Differentiate between primary and secondary markets

two-for-Finally, it is important to recognize that firms can go public withoutraising any additional capital For example, the Ford Motor Companywas once owned exclusively by the Ford family When Henry Ford died,

he left a substantial part of his stock to the Ford Foundation When theFoundation later sold some of this stock to the general public, the FordMotor Company went public, even though the company raised no capital

in the transaction

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otherwise, they would not purchase the stocks However, after the fact,one can end up with capital losses rather than capital gains LILCO’s

stock price dropped from $17.50 to $3.75 in one year, so the expected ital gain on that stock turned out to be a huge actual capital loss.

cap-DE F I N I T I O N S O F TE R M S US E D

I N ST O C K VA L U AT I O N MO D E L S

Common stocks provide an expected future cash flow stream, and a stock’svalue is found in the same manner as the values of other financial assets —namely, as the present value of the expected future cash flow stream The ex-pected cash flows consist of two elements: (1) the dividends expected in eachyear and (2) the price investors expect to receive when they sell the stock Theexpected final stock price includes the return of the original investment plus anexpected capital gain

We saw in Chapter 1 that managers seek to maximize the values of theirfirms’ stocks A manager’s actions affect both the stream of income to investorsand the riskiness of that stream Therefore, managers need to know how alter-native actions are likely to affect stock prices At this point we develop somemodels to help show how the value of a share of stock is determined We begin

by defining the following terms:

Dt  dividend the stockholder expects to receive at the end

of Year t D0is the most recent dividend, which has ready been paid; D1is the first dividend expected, and

al-it will be paid at the end of this year; D2is the dividendexpected at the end of two years; and so forth D1rep-resents the first cash flow a new purchaser of the stockwill receive Note that D0, the dividend that has justbeen paid, is known with certainty However, all futuredividends are expected values, so the estimate of Dtmay differ among investors.5

P0  actual market price of the stock today.

Pˆt  expected price of the stock at the end of each Year t(pronounced “P hat t”) Pˆ0is the intrinsic, or theoret-

ical, value of the stock today as seen by the particular

investor doing the analysis; Pˆ1is the price expected atthe end of one year; and so on Note that Pˆ0is the in-trinsic value of the stock today based on a particularinvestor’s estimate of the stock’s expected dividendstream and the riskiness of that stream Hence,whereas the market price P0 is fixed and is identicalfor all investors, Pˆ0 could differ among investors de-pending on how optimistic they are regarding the

Market Price, P 0

The price at which a stock sells in

the market.

Intrinsic Value, Pˆ 0

The value of an asset that, in the

mind of a particular investor, is

justified by the facts; Pˆ 0 may be

different from the asset’s current

market price.

5 Stocks generally pay dividends quarterly, so theoretically we should evaluate them on a quarterly basis However, in stock valuation, most analysts work on an annual basis because the data gener- ally are not precise enough to warrant refinement to a quarterly model For additional information

on the quarterly model, see Charles M Linke and J Kenton Zumwalt, “Estimation Biases in

Dis-counted Cash Flow Analysis of Equity Capital Cost in Rate Regulation,” Financial Management,

Autumn 1984, 15–21.

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company The caret, or “hat,” is used to indicate that

Pˆt is an estimated value Pˆ0, the individual investor’sestimate of the intrinsic value today, could be above

or below P0, the current stock price, but an investorwould buy the stock only if his or her estimate of Pˆ0were equal to or greater than P0

Since there are many investors in the market,there can be many values for Pˆ0 However, we canthink of a group of “average,” or “marginal,” in-vestors whose actions actually determine the marketprice For these marginal investors, P0must equal Pˆ0;otherwise, a disequilibrium would exist, and buyingand selling in the market would change P0until P0

Pˆ0for the marginal investor

g  expected growth rate in dividends as predicted by a

marginal investor If dividends are expected to grow

at a constant rate, g is also equal to the expected rate

of growth in earnings and in the stock’s price ent investors may use different g’s to evaluate a firm’sstock, but the market price, P0, is set on the basis ofthe g estimated by marginal investors

Differ-ks  minimum acceptable, or required, rate of return on

the stock, considering both its riskiness and the turns available on other investments Again, this termgenerally relates to marginal investors The determi-nants of ks include the real rate of return, expectedinflation, and risk, as discussed in Chapter 6

re-kˆs  expected rate of return that an investor who buys

the stock expects to receive in the future kˆs nounced “k hat s”) could be above or below ks, butone would buy the stock only if kˆswere equal to orgreater than ks

(pro-k

苶s  actual, or realized, after-the-fact rate of return,

pro-nounced “k bar s.” You may expect to obtain a return

of k苶s  15 percent if you buy Exxon Mobil stocktoday, but if the market goes down, you may end upnext year with an actual realized return that is muchlower, perhaps even negative

D1/P0  expected dividend yield on the stock during the

coming year If the stock is expected to pay a dividend

of D1 $1 during the next 12 months, and if its rent price is P0  $10, then the expected dividendyield is $1/$10  0.10  10%

cur- expected capital gains yield on the stock during the

coming year If the stock sells for $10 today, and if it

is expected to rise to $10.50 at the end of one year,then the expected capital gain is Pˆ1 P0 $10.50 

$10.00  $0.50, and the expected capital gains yield

is $0.50/$10  0.05  5%

Expected total return  kˆs  expected dividend yield (D1/P0) plus expected

capital gains yield [(Pˆ1 P0)/P0] In our example, the

Pˆ1 P0

P0

C O M M O N S T O C K VA L U A T I O N

Growth Rate, g

The expected rate of growth in

dividends per share.

Required Rate of Return, k s

The minimum rate of return on a

common stock that a stockholder

considers acceptable.

Expected Rate of Return, kˆ s

The rate of return on a common

stock that a stockholder expects to

receive in the future.

Actual Realized Rate of

Return, ks

The rate of return on a common

stock actually received by

stockholders in some past period.

k

苶 s may be greater or less than kˆ s

and/or k s

Dividend Yield

The expected dividend divided by

the current price of a share of

stock.

Capital Gains Yield

The capital gain during a given year

divided by the beginning price.

Expected Total Return

The sum of the expected dividend

yield and the expected capital

gains yield.

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EX P E C T E D DI V I D E N D S A S T H E BA S I S F O R ST O C K VA L U E S

In our discussion of bonds, we found the value of a bond as the present value

of interest payments over the life of the bond plus the present value of thebond’s maturity (or par) value:

Stock prices are likewise determined as the present value of a stream of cashflows, and the basic stock valuation equation is similar to the bond valuationequation What are the cash flows that corporations provide to their stock-holders? First, think of yourself as an investor who buys a stock with the inten-tion of holding it (in your family) forever In this case, all that you (and yourheirs) will receive is a stream of dividends, and the value of the stock today iscalculated as the present value of an infinite stream of dividends:

Value of stock  Pˆ0 PV of expected future dividends

on expected future dividends Put another way, unless a firm is liquidated orsold to another concern, the cash flows it provides to its stockholders will con-sist only of a stream of dividends; therefore, the value of a share of its stockmust be established as the present value of that expected dividend stream.The general validity of Equation 9-1 can also be confirmed by asking the fol-lowing question: Suppose I buy a stock and expect to hold it for one year I will re-ceive dividends during the year plus the value Pˆ1when I sell out at the end of theyear But what will determine the value of Pˆ1? The answer is that it will be deter-mined as the present value of the dividends expected during Year 2 plus the stockprice at the end of that year, which, in turn, will be determined as the presentvalue of another set of future dividends and an even more distant stock price Thisprocess can be continued ad infinitum, and the ultimate result is Equation 9-1.6

 a⬁

Dt(1 ks)t.

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In many cases, the stream of dividends is expected to grow at a constant rate.

If this is the case, Equation 9-1 may be rewritten as follows:7

Assume that Allied Food Products just paid a dividend of $1.15 (that is, D0 

$1.15) Its stock has a required rate of return, ks, of 13.4 percent, and investorsexpect the dividend to grow at a constant 8 percent rate in the future The es-timated dividend one year hence would be D1 $1.15(1.08)  $1.24; D2would

be $1.34; and the estimated dividend five years hence would be $1.69:

2(1 ks)2  # # # D0(1 g)

⬁(1 ks)⬁

C O N S T A N T G R O W T H S T O C K S

S E L F - T E S T Q U E S T I O N S

Explain the following statement: “Whereas a bond contains a promise to payinterest, a share of common stock typically provides an expectation of, but

no promise of, dividends plus capital gains.”

What are the two parts of most stocks’ expected total return?

How does one calculate the capital gains yield and the dividend yield of astock?

7 The last term in Equation 9-2 is derived in the Web/CD Extension to Chapter 5 of Eugene F.

Brigham and Phillip R Daves, Intermediate Financial Management, 7th ed (Fort Worth, TX:

Har-court College Publishers, 2002) In essence, Equation 9-2 is the sum of a geometric progression, and the final result is the solution value of the progression.

Constant Growth (Gordon)

Model

Used to find the value of a

constant growth stock.

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each expected future dividend, calculate its present value, and then sum all thepresent values to find the intrinsic value of the stock

Such a process would be time consuming, but we can take a short cut —just insert the illustrative data into Equation 9-2 to find the stock’s intrinsicvalue, $23:

Note that a necessary condition for the derivation of Equation 9-2 is that

ks g If the equation is used in situations where ksis not greater than g, theresults will be both wrong and meaningless

The concept underlying the valuation process for a constant growth stock isgraphed in Figure 9-1 Dividends are growing at the rate g  8%, but because

ks g, the present value of each future dividend is declining For example, thedividend in Year 1 is D1 D0(1  g)1  $1.15(1.08)  $1.242 However, thepresent value of this dividend, discounted at 13.4 percent, is PV(D1) 

$1.242/(1.134)1  $1.095 The dividend expected in Year 2 grows to

$1.242(1.08)  $1.341, but the present value of this dividend falls to $1.043.Continuing, D3 $1.449 and PV(D3)  $0.993, and so on Thus, the expecteddividends are growing, but the present value of each successive dividend is de-

Pˆ0 0.134$1.15(1.08) 0.08 $1.2420.054  $23.00

Dividend ($)

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rein-Even though a stock’s value is derived from expected dividends, this doesnot necessarily mean that corporations can increase their stock prices by

simply raising the current dividend Shareholders care about all dividends,

both current and those expected in the future Moreover, there is a off between current dividends and future dividends Companies that payhigh current dividends necessarily retain and reinvest less of their earnings

trade-in the bustrade-iness, and that reduces future earntrade-ings and dividends So, the issue

is this: Do shareholders prefer higher current dividends at the cost of lowerfuture dividends, the reverse, or are stockholders indifferent? As we will see

in Chapter 14, there is no simple answer to this question Shareholders fer to have the company retain earnings, hence pay less current dividends, if

pre-it has highly profitable investment opportunpre-ities, but they want the company

to pay earnings out if investment opportunities are poor Taxes also play arole — since dividends and capital gains are taxed differently, dividend policyaffects investors’ taxes We will consider dividend policy in detail in Chap-ter 14

WH E N CA N T H E CO N S TA N T GR O W T H MO D E L BE US E D?

The constant growth model is often appropriate for mature companies with

a stable history of growth Expected growth rates vary somewhat amongcompanies, but dividend growth for most mature firms is generally expected

to continue in the future at about the same rate as nominal gross domesticproduct (real GDP plus inflation) On this basis, one might expect the divi-dends of an average, or “normal,” company to grow at a rate of 5 to 8 per-cent a year

C O N S T A N T G R O W T H S T O C K S

Trang 17

g  8% in the future, then your expected rate of return will be 13.4 percent:

In this form, we see that kˆsis the expected total return and that it consists of an expected dividend yield, D1/P0 5.4%, plus an expected growth rate or capital gains yield, g  8%

Suppose this analysis had been conducted on January 1, 2002, so P0  $23

is the January 1, 2002, stock price, and D1 $1.242 is the dividend expected at

8 The k svalue in Equation 9-2 is a required rate of return, but when we transform to obtain tion 9-4, we are finding an expected rate of return Obviously, the transformation requires that ks 

Equa-kˆ s This equality holds if the stock market is in equilibrium, a condition that will be discussed later

in the chapter.

Note too that Equation 9-2 is sufficiently general to handle the case of a

zero growth stock, where the dividend is expected to remain constant over

time If g  0, Equation 9-2 reduces to Equation 9-3:

(9-3)

This is essentially the same equation as the one we developed in Chapter 7 for

a perpetuity, and it is simply the dividend divided by the discount rate

Pˆ0 Dks

Zero Growth Stock

A common stock whose future

dividends are not expected to

grow at all; that is, g  0.

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the end of 2002 What is the expected stock price at the end of 2002? Wewould again apply Equation 9-2, but this time we would use the year-end divi-dend, D2  D1(1  g)  $1.242(1.08)  $1.3414:

Now, notice that $24.84 is 8 percent greater than P0, the $23 price on ary 1, 2002:

cap-The dividend yield for 2004 could also be calculated, and again it would be 5.4

percent Thus, for a constant growth stock, the following conditions must hold:

1. The dividend is expected to grow forever at a constant rate, g

2. The stock price is expected to grow at this same rate

3. The expected dividend yield is a constant

4. The expected capital gains yield is also a constant, and it is equal to g

5. The expected total rate of return, kˆs, is equal to the expected dend yield plus the expected growth rate: kˆs dividend yield  g

divi-The term expected should be clarified — it means expected in a probabilistic

sense, as the “statistically expected” outcome Thus, if we say the growth rate

is expected to remain constant at 8 percent, we mean that the best predictionfor the growth rate in any future year is 8 percent, not that we literally ex-pect the growth rate to be exactly 8 percent in each future year In this sense,the constant growth assumption is a reasonable one for many large, maturecompanies

description of some of the benefits and

drawbacks of a few of the more

commonly used valuation procedures.

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VA L U I N G S T O C K S T H A T H AV E

A N O N C O N S T A N T G R O W T H R A T E

For many companies, it is inappropriate to assume that dividends will grow at

a constant rate Firms typically go through life cycles During the early part of

their lives, their growth is much faster than that of the economy as a whole;then they match the economy’s growth; and finally their growth is slowerthan that of the economy.9Automobile manufacturers in the 1920s, computersoftware firms such as Microsoft in the 1990s, and Internet firms such as AOL

in the 2000s are examples of firms in the early part of the cycle; these firms are

OT H E R A P P R OAC H E S TO VA L U I N G C O M M O N S TO C K S

While the dividend growth and the corporate value models

presented in this chapter are the most widely used

meth-ods for valuing common stocks, they are by no means the only

approaches Analysts often use a number of different

tech-niques to value stocks Two of these alternative approaches are

described below.

THE P/E MULTIPLE APPROACH

Investors have long looked for simple rules of thumb to

deter-mine whether a stock is fairly valued One such approach is to

look at the stock’s price-earnings (P/E) ratio Recall from

Chap-ter 3 that a company’s P/E ratio shows how much investors are

willing to pay for each dollar of reported earnings As a

start-ing point, you might conclude that stocks with low P/E ratios

are undervalued, since their price is “low” given current

earn-ings, while stocks with high P/E ratios are overvalued.

Unfortunately, however, valuing stocks is not that simple.

We should not expect all companies to have the same P/E

ratio P/E ratios are affected by risk — investors discount the

earnings of riskier stocks at a higher rate Thus, all else equal,

riskier stocks should have lower P/E ratios In addition, when

you buy a stock, you not only have a claim on current

earn-ings — you also have a claim on all future earnearn-ings All else

equal, companies with stronger growth opportunities will erate larger future earnings and thus should trade at higher P/E ratios Therefore, Microsoft is not necessarily overvalued just because its P/E ratio is 32 at a time when the median firm has a P/E of 16 Investors believe that Microsoft’s growth potential is well above average Whether the stock’s future prospects justify its P/E ratio remains to be seen, but in and

gen-of itself a high P/E ratio does not mean that a stock is valued.

over-Nevertheless, P/E ratios can provide a useful starting point

in stock valuation If a stock’s P/E ratio is well above its dustry average, and if the stock’s growth potential and risk are similar to other firms in the industry, this may indicate that the stock’s price is too high Likewise, if a company’s P/E ratio falls well below its historical average, this may signal that the stock

in-is undervalued — particularly if the company’s growth prospects and risk are unchanged, and if the overall P/E for the market has remained constant or increased.

One obvious drawback of the P/E approach is that it pends on reported accounting earnings For this reason, some analysts choose to rely on other multiples to value stocks For example, some analysts look at a company’s price-to-cash-flow ratio, while others look at the price-to-sales ratio.

de-9The concept of life cycles could be broadened to product cycle, which would include both small

startup companies and large companies like Procter & Gamble, which periodically introduce new

products that give sales and earnings a boost We should also mention business cycles, which

alter-nately depress and boost sales and profits The growth rate just after a major new product has been introduced, or just after a firm emerges from the depths of a recession, is likely to be much higher than the “expected long-run average growth rate,” which is the proper number for a DCF analysis.

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called supernormal, or nonconstant, growth firms Figure 9-2 illustrates

nonconstant growth and also compares it with normal growth, zero growth,and negative growth.10

In the figure, the dividends of the supernormal growth firm are expected togrow at a 30 percent rate for three years, after which the growth rate is ex-pected to fall to 8 percent, the assumed average for the economy The value ofthis firm, like any other, is the present value of its expected future dividends asdetermined by Equation 9-1 In the case in which Dtis growing at a constantrate, we simplified Equation 9-1 to Pˆ0 D1/(ks g) In the supernormal case,however, the expected growth rate is not a constant — it declines at the end ofthe period of supernormal growth

VA L U I N G S T O C K S T H A T H AV E A N O N C O N S T A N T G R O W T H R A T E

THE EVA APPROACH

In recent years, analysts have looked for more rigorous

alter-natives to the dividend growth model More than a quarter of

all stocks listed on the NYSE pay no dividends This proportion

is even higher on Nasdaq While the dividend growth model

can still be used for these stocks (see additional Industry

Practice box, “Evaluating Stocks That Don’t Pay Dividends”),

this approach requires that analysts forecast when the stock

will begin paying dividends, what the dividend will be once it

is established, and the future dividend growth rate In many

cases, these forecasts contain considerable errors.

An alternative approach is based on the concept of

eco-nomic value added (EVA), which we discussed back in Chapter

2 Also, recall from the Industry Practice box in Chapter 3

enti-tled, “Calculating EVA,” that EVA can be written as:

This equation suggests that companies can increase their EVA

by investing in projects that provide shareholders with returns

that are above their cost of capital, which is the return they

could expect to earn on alternative investments with the same

aCapitalb aROE Equity Equity Capitalb.Cost of

level of risk When you buy stock in a company, you receive more than just the book value of equity — you also receive a claim on all future value that is created by the firm’s managers (the present value of all future EVAs) It follows that a com- pany’s market value of equity can be written as:

We can find the “fundamental” value of the stock, P 0 , by simply dividing the above expression by the number of shares outstanding.

As is the case with the dividend growth model, we can plify the above expression by assuming that at some point in time annual EVA becomes a perpetuity, or grows at some con- stant rate over time.a

sim-a What we have presented here is a simplified version of what is often referred to

as the Edwards-Bell-Ohlson (EBO) model For a more complete description of this technique and an excellent summary of how it can be used in practice, take a look

at the article, “Measuring Wealth,” by Charles M.C Lee in CA Magazine, April

nual dividends are large enough to more than offset the falling stock price, the stock could still

provide a good return.

Supernormal (Nonconstant)

Growth

The part of the firm’s life cycle in

which it grows much faster than

the economy as a whole.

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Because Equation 9-2 requires a constant growth rate, we obviously cannotuse it to value stocks that have nonconstant growth However, assuming that acompany currently enjoying supernormal growth will eventually slow down andbecome a constant growth stock, we can combine Equations 9-1 and 9-2 toform a new formula, Equation 9-5, for valuing it First, we assume that the div-idend will grow at a nonconstant rate (generally a relatively high rate) for N pe-

riods, after which it will grow at a constant rate, g N is often called the nal date, or horizon date.

termi-We can use the constant growth formula, Equation 9-2, to determine what

the stock’s horizon, or terminal, value will be N periods from today:

The stock’s intrinsic value today, , is the present value of the dividends ing the nonconstant growth period plus the present value of the horizonvalue:

1.15

Declining Growth, -8% Zero Growth, 0%

Normal Growth, 8%

Normal Growth, 8% End of Supernormal

Terminal Date (Horizon Date)

The date when the growth rate

becomes constant At this date it is

no longer necessary to forecast the

individual dividends.

Horizon (Terminal) Value

The value at the horizon date of

all dividends expected thereafter.

Pˆ0 D1(1 ks)1 D2

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PV of dividends during the PV of horizon

t  1, · · · N

To implement Equation 9-5, we go through the following three steps:

1. Find the PV of the dividends during the period of nonconstant growth

2. Find the price of the stock at the end of the nonconstant growth period,

at which point it has become a constant growth stock, and discount thisprice back to the present

3. Add these two components to find the intrinsic value of the stock, Pˆ0

Figure 9-3 can be used to illustrate the process for valuing nonconstant growthstocks Here we assume the following five facts exist:

ks stockholders’ required rate of return  13.4% This rate is used to count the cash flows

dis-N years of supernormal growth  3

gs  rate of growth in both earnings and dividends during the supernormalgrowth period  30% This rate is shown directly on the time line.(Note: The growth rate during the supernormal growth period couldvary from year to year Also, there could be several different supernormalgrowth periods, e.g., 30% for three years, then 20% for three years, andthen a constant 8%.)

gn  rate of normal, constant growth after the supernormal period  8%.This rate is also shown on the time line, between Periods 3 and 4

D0  last dividend the company paid  $1.15

The valuation process as diagrammed in Figure 9-3 is explained in the steps setforth below the time line The value of the supernormal growth stock is calcu-lated to be $39.21

(1 ks)2  # # #  DN

(1 ks)N  PˆN

(1 ks)N.

S E L F - T E S T Q U E S T I O N S

Explain how one would find the value of a supernormal growth stock

Explain what is meant by “terminal (horizon) date” and “horizon (terminal)value.”

VA L U I N G T H E E N T I R E C O R P O R A T I O N

In the previous three sections, we presented several equations for valuing afirm’s common stock These equations had one common element: They all

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assumed that the firm is currently paying a dividend But consider the tion of a startup company formed to develop and market a new product.Such a company generally expects to have low sales during its first few years

situa-as it develops and begins to market its product Then, if the product catches

on, sales will grow rapidly for several years For example, Compaq Computerhad just three employees when it was founded in 1982 Its first year was de-voted to product development, so 1982 sales were zero In early 1983, how-ever, Compaq introduced its personal computer, and its 1983 sales hit $111million, a record first-year volume for any new firm Two years later, Com-

39.2134  $39.21  Pˆ0

1.3183 1.5113

Step 1 Calculate the dividends expected at the end of each year during the supernormal growth

period Calculate the first dividend, D 1  D 0 (1  g s )  $1.15(1.30)  $1.4950 Here g s is the growth rate during the three-year supernormal growth period, 30 percent Show the $1.4950 on the time line as the cash flow at Time 1 Then, calculate D 2  D 1 (1  g s )  $1.4950(1.30) 

$1.9435, and then D 3  D 2 (1  g s )  $1.9435(1.30)  $2.5266 Show these values on the time line as the cash flows at Time 2 and Time 3 Note that D 0 is used only to calculate D 1

Step 2 The price of the stock is the PV of dividends from Time 1 to infinity, so in theory we could

project each future dividend, with the normal growth rate, g n  8%, used to calculate D 4 and subsequent dividends However, we know that after D 3 has been paid, which is at Time 3, the stock becomes a constant growth stock Therefore, we can use the constant growth formula to find Pˆ 3 , which is the PV of the dividends from Time 4 to infinity as evaluated at Time 3 First, we determine D 4  $2.5266(1.08)  $2.7287 for use in the formula, and then we calculate Pˆ 3 as follows:

We show this $50.5310 on the time line as a second cash flow at Time 3 The $50.5310 is a Time 3 cash flow in the sense that the owner of the stock could sell it for $50.5310 at Time 3 and also in the sense that $50.5310 is the present value of the dividend cash flows from Time

4 to infinity Note that the total cash flow at Time 3 consists of the sum of D3  Pˆ 3 

$2.5266  $50.5310  $53.0576.

Step 3 Now that the cash flows have been placed on the time line, we can discount each cash flow at

the required rate of return, k s  13.4% We could discount each cash flow by dividing by (1.134) t , where t  1 for Time 1, t  2 for Time 2, and t  3 for Time 3 This produces the PVs shown to the left below the time line, and the sum of the PVs is the value of the supernormal growth stock, $39.21.

With a financial calculator, you can find the PV of the cash flows as shown on the time line with the cash flow (CFLO) register of your calculator Enter 0 for CF0because you get no cash flow at Time 0, CF 1  1.495, CF 2  1.9435, and CF 3  2.5266  50.531  53.0576 Then enter I  13.4, and press the NPV key to find the value of the stock, $39.21.

Pˆ 3  D4

k s  g n  $2.7287

0.134  0.08 $50.5310.

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paq was included in Fortune’s 500 largest U.S industrial firms Obviously,

Compaq was more successful than most new businesses, but growth rates

of 100, 500, or even 1,000 percent are not uncommon during a firm’s earlyyears

Growing sales require additional assets — Compaq could not have grown as

it did without increasing its assets Moreover, asset growth must be financed byincreasing some liability and/or equity account Small firms can often obtainsome bank credit, but they must maintain a reasonable balance between debtand equity Thus, additional bank borrowings require increases in equity, butsmall firms have limited access to the stock market Moreover, even if they cansell stock, their owners are often reluctant to do so for fear of losing votingcontrol Therefore, the best source of equity for most small businesses is fromretaining earnings, so most small firms pay no dividends during their rapidgrowth years Eventually, most successful firms do pay dividends, with divi-dends growing rapidly at first but then slowing down as the firm approachesmaturity

Although most larger firms do pay a dividend, some firms, even highly itable ones such as Microsoft, have never paid a dividend How can the value ofsuch a company be determined? Similarly, suppose you start a business, andsomeone offers to buy it from you How could you determine its value, or that

prof-of any privately held business? Or suppose you work for a company with anumber of divisions How could you determine the value of one particular di-vision that the company wants to sell? In none of these cases could you use the

dividend growth model However, you could use the total company, or porate value, model.

cor-Note too that the value of its stock is directly linked to a firm’s total value

In the next section, we find the total value of the firm and then subtract themarket value of the debt and preferred stock We are then left with the totalvalue of the common equity We then divide by the number of shares out-standing to obtain an estimate of the value per share That estimate should, intheory, be identical to the share value found using the discounted dividendmodel described earlier in the chapter

While the total company model generally requires more data than thediscounted dividend model, these data are often more reliable, particularly forcompanies that do not pay dividends and where future dividends are especiallydifficult to predict

TH E CO R P O R AT E VA L U E MO D E L

In Chapters 2 and 4 we explained that a firm’s value is determined by its ability

to generate cash flow, both now and in the future Therefore, the market value

of any company can be expressed as follows:

Market value of company  VCompany PV of expected future free cash flows

A valuation model used as an

alternative to the dividend growth

model to determine the value of a

firm, especially one that does not

pay dividends or is privately held.

This model discounts a firm’s free

cash flows at the WACC to

determine its value.

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Now recall from Chapters 2 and 4 that free cash flow represents the cash erated in a given year minus the cash needed to finance the capital expendituresand operating working capital needed to support future growth More specifi-cally, we showed that free cash flow (FCF) can be expressed as follows:

gen-FCF  NOPAT  Net new investment in operating capital

The value of the firm is the present value of its future FCF This questionarises: Given the projected FCF, at what rate should those flows be discounted

to find the value of the firm? Note first that free cash flow is the cash generated

before making any payments to common or preferred stockholders, or to bondholders, so

it is the cash flow that is available to all investors Therefore, the FCF should be

discounted at the company’s weighted average cost of debt, preferred stock, andcommon stock, or the WACC

To find a firm’s value, we proceed as follows:

1. Assume that the firm will experience nonconstant growth for N years,after which it will grow at some constant rate

2. Calculate the expected free cash flow (FCF) for each of the N stant growth years, and find the PV of these cash flows

noncon-3. Recognize that after Year N growth will be constant Therefore, we canuse the constant growth formula to find the firm’s value at Year N This

“terminal value” is the sum of the PVs of the FCFs for N  1 and all sequent years, discounted back to Year N Then, the Year N value must

sub-be discounted back to the present to find its PV at Year 0

4. Now sum all the PVs, those of the annual free cash flows during the constant period plus the PV of the terminal value, to find the firm’s value

non-Table 9-2 illustrates the free cash flow approach to estimating Allied Food’stotal corporate value The figures represented in this valuation model are theproduct of an independent stock analyst This analyst has reviewed Allied’s fi-nancial statements, visited Allied’s facilities, spoken to Allied’s key personnel,and spoken to key figures outside the firm On the basis of all the informationgathered by this analyst, she has constructed the valuation model for AlliedFood Products that is outlined in Table 9-2

In her model, the analyst assumes that Allied’s free cash flow will grow at a constant rate for five years, after which time the company’s free cash flow will grow

non-at a constant rnon-ate of 7 percent a year To construct her estimnon-ates of free cash flowfor the first five years, she begins by forecasting the annual growth rate in sales.Recall from Chapter 4 that, in its own internal forecast, Allied’s managers expectAllied’s sales to grow 10 percent in 2002 to $3.3 billion We see in Table 9-2 thatthis independent analyst also expects sales to increase by 10 percent in 2002 Look-ing further ahead, this analyst believes that Allied’s sales will continue to grow, but

at a slower rate — more specifically, she forecasts that annual sales growth will fall

to 9 percent in 2003 through 2005 and then decline to 8 percent in 2006

In addition to her sales forecast, the analyst has also forecasted that Allied’safter-tax operating margin (NOPAT/Sales) will be 6.5 percent for each of thefirst five years This forecasted margin exceeds the current operating margin,but the analyst believes that this is sustainable because of anticipated improve-ments in operating efficiency and favorable market conditions The forecastedlevel of NOPAT for each year is obtained by simply multiplying the forecasted

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sales level by the forecasted after-taxoperating margin Note that while theanalyst has assumed a constant operating margin for the first five years, the val-uation model is flexible enough to allow for annual variations

Next the analyst considers Allied’s use of operating capital Recall the freecash flow formula requires net capital expenditures and changes in operatingworking capital to be subtracted from NOPAT The analyst has lumped thesetwo variables into one category called net operating capital expenditures In hervaluation, the analyst assumes that operating capital will grow at 5 percent an-nually through 2004 and then will decline to 4 percent in 2005 and 2006 After

2006, the analyst believes that Allied’s nonconstant growth pattern will ceaseand will be replaced by a long-run constant growth pattern that will enable freecash flow to grow by 7 percent per year

In order to estimate the present value of the free cash flows, the analyst alsoneeds to estimate the company’s weighted average cost of capital (WACC) InChapter 10, we will explain how to calculate the WACC, but for now just as-sume that Allied’s WACC is 10 percent

VA L U I N G T H E E N T I R E C O R P O R A T I O N

T A B L E 9 - 2 Free Cash Flow Valuation of Allied Food Products (Time Line of

Annual Free Cash Flows in Millions of Dollars)

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