Stock dilution
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This article may require cleanup to meet Wikipedia's quality standards. Please improve this article if you can. (December 2006) |
Stock dilution is a general term that results from the issue of additional common shares by a company. This increase in common shares of a stock can result from a secondary market offering, employees exercising stock options, or by conversion of convertible bonds, preferred shares or warrants into stocks. This dilution can shift fundamental positions of the stock such as ownership percentage, voting control, earnings per share, value of individual shares. A broader definition specifies dilution as any event that reduces an investor's stock price below the initial purchase price.
Control dilution describes the reduction in ownership percentage or loss of a controlling share of an investment's stock. Many venture capital contracts contain an anti-dilution provision in favor of the original investors, to protect their equity investments. One way to raise new equity without diluting voting control is to give warrants to all the existing shareholders equally. They can choose to put more money in the company, or else lose ownership percentage. When employee options threaten to dilute the ownership of a control group, the company can use cash to buy back the shares issued.
The measurement of this percent dilution is made at a point in time. It will change as market values change, and cannot be interpreted as a measure of the impact of dilutions.
- Presume that all convertible securities are convertible at the date.
- Add up the number of new shares that will be issued as a result.
- Add up the proceeds that would be received on these conversions and issues (The reduction of debt is a 'proceed').
- Divide the total proceeds by the current market price of the stock to determine the number of shares the proceeds can buyback.
- Subtract the number bought-back from the new shares originally issued
- Divide the net increase in shares by the starting # shares outstanding.
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[edit] Earnings dilution
Earnings dilution describes the reduction in amount earned per share in an investment due to an increase in the total number of shares. The calculation of earnings dilutions derives from this same process as control dilution. The net increase in shares (steps 1-5) is determined at the beginning of the reporting period, and added to the beginning number of shares outstanding. The Net Income for the period is divided by this increased number of shares. Notice that the conversion rates are determined by market values at the beginning, not the period end. The returns to be realized on the reinvestment of the proceeds are not part of this calculation.
[edit] Value dilution
Value dilution describes the reduction in the current price of a stock due to the increase in the number of stocks. This generally occurs when shares are issued in exchange for the purchase of a business, and incremental income from the new business must be at least the Return on equity (ROE) of the old business. When the purchase price includes goodwill, this becomes a higher hurdle to clear.
[edit] Owners' share of the underlying business
If the new shares are issued for proceeds at least equal to the pre-existing book value per share, then there is no dilution in value. The old owners own a smaller piece, but of a bigger company. This still leaves the question "did the old owners receive full value?".
[edit] Market value of the business
Frequently the market value for shares will be higher than the book value. Investors will not receive full value unless the proceeds equal the market value. When this shortfall is triggered by the exercise of employee stock options, it is a measure of wage expense. When new shares are issued at full value, the excess of the market value over the book value is a kind of internalized capital gain for the investor. He is in the same position as if he sold the same % interest in the secondary market. To see this work consider this example.
Assuming that markets are efficient, the market price of a stock will reflect these evaluations, but with the increase in shareholder equity 'management' and prevalence of barter transactions involving equity, this assumption may be stretched.
[edit] Impact of preferred share dilution
Preferred share conversions are usually done on a dollar-for-dollar basis. $1,000 face value of preferreds will be exchanged for $1,000 worth of common shares (at market value). As the common shares increase in value, the preferreds will dilute them less (in terms of percent-ownership), and vice versa. In terms of value dilution, there will be none from the point-of-view of the shareholder. Since most shareholders are invested in the belief the stock price will increase, this is not a problem.
When the stock price declines because of some bad news, the company's next report will have to measure, not only the financial results of the bad news, but also the increase in the dilution percentage. This exacerbates the problem and increases the downward pressure on the stock, increasing dilution. Some financing vehicles are structured to augment this process by redefining the conversion factor as the stock price declines, thus leading to a "death spiral".
[edit] Impact of options and warrants dilution
Options and warrants are converted at pre-defined rates. As the stock price increases, their value increases dollar-for-dollar. If the stock is valued at a stable price-to-earnings ratio (P/E) it can be predicted that the options' rate of increase in value will be 20 times (when P/E=20) the rate of increase in earnings. The calculation of "what percentage share of future earnings increases goes to the holders of options instead of shareholders?" is[1]
(in-the-money options outstanding as % total) * (P/E ratio) = % future earnings accrue to option holders
For example if the options outstanding equals 5% of the issued shares and the P/E=20, then 95% (= 5/105*20) of any increase in earnings goes, not to the shareholders, but to the options holders.
