Stock dilution
Encyclopedia
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 bond
s, preferred shares or warrants
into stock. This dilution can shift fundamental positions of the stock such as ownership percentage, voting control, earnings per share
, or the 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.
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. But how?
(ROE) of the old business. When the purchase price includes goodwill, this becomes a higher hurdle to clear.
The theoretical diluted price, i.e. the price after an increase in the number of shares, can be calculated as
Theoretical Diluted Price = ((O x OP) +(N x IP)) / (O + N) where
O = original number of shares
OP = Current share price
N = number of new shares to be issued
IP = issue price of new shares
For example if there is a 3-for-10 issue, the current price is $0.50, the issue price $0.32, we have
O = 10, OP = $0.50, N = 3, IP = $0.32 and
TDP = ((10x0.50)+(3x0.32))/(10+3) = $0.4585
But, if new shares are issued for proceeds below or equal to the pre-existing price of a share, then stock holders have the opportunity to maintain their current voting power without losing net worth.
. 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.
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.
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
".
* (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.
and the Pink Sheets
, repeatedly issues a massive amount of shares into the market for no reason, considerably devaluing share prices until they become almost worthless, causing huge losses to shareholders.
Then, after share prices are at or near the minimum price a stock can trade and the share float has increased to an unsustainable level, those fraudulent companies tend to reverse split and continue repeating the same scheme.
Secondary Market Offering
A secondary market offering, according to the U.S. Financial Industry Regulatory Authority , is a registered offering of a large block of a security that has been previously issued to the public. The blocks being offered may have been held by large investors or institutions, and proceeds of the...
, employees exercising stock options, or by conversion of convertible bond
Convertible bond
In finance, a convertible note is a type of bond that the holder can convert into shares of common stock in the issuing company or cash of equal value, at an agreed-upon price. It is a hybrid security with debt- and equity-like features...
s, preferred shares or warrants
Warrant (finance)
In finance, a warrant is a security that entitles the holder to buy the underlying stock of the issuing company at a fixed exercise price until the expiry date....
into stock. This dilution can shift fundamental positions of the stock such as ownership percentage, voting control, earnings per share
Earnings per share
Earnings per share is the amount of earnings per each outstanding share of a company's stock.In the United States, the Financial Accounting Standards Board requires companies' income statements to report EPS for each of the major categories of the income statement: continuing operations,...
, or the value of individual shares. A broader definition specifies dilution as any event that reduces an investor
Investor
An investor is a party that makes an investment into one or more categories of assets --- equity, debt securities, real estate, currency, commodity, derivatives such as put and call options, etc...
'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
Venture capital
Venture capital is financial capital provided to early-stage, high-potential, high risk, growth startup companies. The venture capital fund makes money by owning equity in the companies it invests in, which usually have a novel technology or business model in high technology industries, such as...
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.
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 IncomeNet income
Net income is the residual income of a firm after adding total revenue and gains and subtracting all expenses and losses for the reporting period. Net income can be distributed among holders of common stock as a dividend or held by the firm as an addition to retained earnings...
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. But how?
Value dilution
Value dilution describes the reduction in the current price of a stock due to the increase in the number of shares. 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 equityReturn on equity
Return on equity measures the rate of return on the ownership interest of the common stock owners. It measures a firm's efficiency at generating profits from every unit of shareholders' equity . ROE shows how well a company uses investment funds to generate earnings growth...
(ROE) of the old business. When the purchase price includes goodwill, this becomes a higher hurdle to clear.
The theoretical diluted price, i.e. the price after an increase in the number of shares, can be calculated as
Theoretical Diluted Price = ((O x OP) +(N x IP)) / (O + N) where
O = original number of shares
OP = Current share price
N = number of new shares to be issued
IP = issue price of new shares
For example if there is a 3-for-10 issue, the current price is $0.50, the issue price $0.32, we have
O = 10, OP = $0.50, N = 3, IP = $0.32 and
TDP = ((10x0.50)+(3x0.32))/(10+3) = $0.4585
Owners' share of the underlying business
If the new shares are issued for proceeds at least equal to the pre-existing price of a share, then there is no negative dilution in the amount recoverable. The old owners just own a smaller piece of a bigger company. However, voting rights at stockholder meetings are decreased.But, if new shares are issued for proceeds below or equal to the pre-existing price of a share, then stock holders have the opportunity to maintain their current voting power without losing net worth.
Market value of the business
Frequently the market value for shares will be higher than the book valueBook value
In accounting, book value or carrying value is the value of an asset according to its balance sheet account balance. For assets, the value is based on the original cost of the asset less any depreciation, amortization or Impairment costs made against the asset. Traditionally, a company's 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.
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.
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
Death spiral financing
Death spiral financing is a process where convertible financing used to fund primarily small cap companies can be used against it in the marketplace to cause the company’s stock to fall dramatically and can lead to the company’s ultimate downfall....
".
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* (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.
Share dilution scams
A share dilution scam happens when a company, typically traded in unregulated markets such as the OTC Bulletin BoardOTC Bulletin Board
The OTC Bulletin Board or OTCBB is an interdealer electronic quotation system in the United States that displays real-time quotes, last-sale prices, and volume information for many over-the-counter equity securities that are not listed on the NASDAQ stock exchange or a national securities exchange...
and the Pink Sheets
Pink Sheets
OTC Markets Group, Inc., informally known as "Pink Sheets", is a private company that provides services to the U.S. over-the-counter securities market including electronic quotations, trading, messaging, and information platforms. According to the U.S. Securities and Exchange Commission, OTC...
, repeatedly issues a massive amount of shares into the market for no reason, considerably devaluing share prices until they become almost worthless, causing huge losses to shareholders.
Then, after share prices are at or near the minimum price a stock can trade and the share float has increased to an unsustainable level, those fraudulent companies tend to reverse split and continue repeating the same scheme.
See also
- Diluted earnings per share
- Employee stock options
- Accretion/dilution analysisAccretion/dilution analysisAccretion/dilution analysis is a type of M&A financial modelling performed in the pre-deal phase to evaluate the effect of the transaction on shareholder value and to check whether EPS for buying shareholders will increase or decrease post-deal...