Corporate Finance: Laurence Booth - W. Sean Cleary Chapter 22 - Dividend Policy
Corporate Finance: Laurence Booth - W. Sean Cleary Chapter 22 - Dividend Policy
Corporate Finance: Laurence Booth - W. Sean Cleary Chapter 22 - Dividend Policy
CORPORATE FINANCE
Laurence Booth W. Sean Cleary Chapter 22 Dividend Policy
Lecture Agenda
Learning Objectives Important Terms Mechanics of Dividend Payments Cash Dividend Payments M&Ms Dividend Irrelevance Theorem The Bird in the Hand Argument Dividend Policy in Practice Relaxing the M&M Assumptions Stock Dividends and Stock Splits Share Repurchases Summary and Conclusions
Concept Review Questions
CHAPTER 22 Dividend Policy 22 - 3
Learning Objectives
You should understand the following: The mechanics of dividend payments and why they are different from interest payments The difference between a stock split and a stock dividend Under what assumptions a dividend payment is irrelevant and what a homemade dividend is Why dividend payments generally reflect the business risk of the firm How transactions costs, taxes and information problems give value to corporate dividend policies How stock dividends and stock splits differ How a share repurchase program can substitute for a dividend payout policy.
CHAPTER 22 Dividend Policy 22 - 4
22 - 5
Dividend Policy
What is It?
Dividend Policy refers to the explicit or implicit decision of the Board of Directors regarding the amount of residual earnings (past or present) that should be distributed to the shareholders of the corporation.
This decision is considered a financing decision because the profits of the corporation are an important source of financing available to the firm.
22 - 7
Types of Dividends
Dividend Policy
Types of Dividends
Dividends are a permanent distribution of residual earnings/property of the corporation to its owners. Dividends can be in the form of:
Cash Additional Shares of Stock (stock dividend) Property
If a firm is dissolved, at the end of the process, a final dividend of any residual amount is made to the shareholders this is known as a liquidating dividend.
22 - 9
22 - 11
Dividend Payments
Mechanics of Cash Dividend Payments
22 - 14
Dividend Payments
Mechanics of Cash Dividend Payments
Declaration Date
this is the date on which the Board of Directors meet and declare the dividend. In their resolution the Board will set the date of record, the date of payment and the amount of the dividend for each share class. when CARRIED, this resolution makes the dividend a current liability for the firm.
Date of Record
is the date on which the shareholders register is closed after the trading day and all those who are listed will receive the dividend.
Ex dividend Date
is the date that the value of the firms common shares will reflect the dividend payment (ie. fall in value) ex means without. At the start of trading on the ex-dividend date, the share price will normally open for trading at the previous days close, less the value of the dividend per share. This reflects the fact that purchasers of the stock on the ex-dividend date and beyond WILL NOT receive the declared dividend.
Date of Payment
is the date the cheques for the dividend are mailed out to the shareholders.
CHAPTER 22 Dividend Policy 22 - 15
Declaration Date
Date of Record
Date of Payment
The Board Meets and passes the motion to create the dividend
Ex Dividend Date is determined by the Date of Record. The market value of the shares drops by the value of the dividend per share on market openingcompared to the previous days close.
CHAPTER 22 Dividend Policy 22 - 16
22 - 17
Dividend Policy
Dividends, Shareholders and the Board of Directors
There is no legal obligation for firms to pay dividends to common shareholders Shareholders cannot force a Board of Directors to declare a dividend, and courts will not interfere with the BODs right to make the dividend decision because:
Board members are jointly and severally liable for any damages they may cause Board members are constrained by legal rules affecting dividends including:
Not paying dividends out of capital Not paying dividends when that decision could cause the firm to become insolvent Not paying dividends in contravention of contractual commitments (such as debt covenant agreements)
CHAPTER 22 Dividend Policy
22 - 19
Dividend Payments
Dividend Policy
Dividend Payments
Dividend Reinvestment Plans (DRIPs)
Involve shareholders deciding to use the cash dividend proceeds to buy more shares of the firm
DRIPs will buy as many shares as the cash dividend allows with the residual deposited as cash Leads to shareholders owning odd lots (less than 100 shares)
Firms are able to raise additional common stock capital continuously at no cost and fosters an ongoing relationship with shareholders.
22 - 21
Dividend Payments
Stock Dividends
Stock dividends simply amount to distribution of additional shares to existing shareholders They represent nothing more than recapitalization of earnings of the company. (that is, the amount of the stock dividend is transferred from the R/E account to the common share account. Because of the capital impairment rule stock dividends reduce the firms ability to pay dividends in the future.
CHAPTER 22 Dividend Policy 22 - 22
Dividend Payments
Stock Dividends
Implications
reduction in the R/E account reduced capacity to pay future dividends proportionate share ownership remains unchanged shareholders wealth (theoretically) is unaffected conserves cash serves to lower the market value of firms stock modestly promotes wider distribution of shares to the extent that current owners divest themselves of shares...because they have more adjusts the capital accounts dilutes EPS proportion of ownership remains unchanged total value of holdings remains unchanged if former DPS is maintained, this really represents an increased dividend payout
Effect on Shareholders
22 - 23
Dividend Payments
Stock Dividend Example
ABC Company Equity Accounts as at February xx, 20x9 Common stock (215,000) $5,000,000 Retained earnings 20,000,000 Net Worth $25,000,000 The company, on March 1, 20x9 declares a 10 percent stock dividend when the current market price for the stock is $40.00 per share. This stock dividend will increase the number of shares outstanding by 10 percent. This will mean issuing 21,500 shares. The value of the shares is: $40.00 (21,500) = $860,000 This stock dividend will result in $860,000 being transferred from the retained earnings account to the common stock account:
next page...
CHAPTER 22 Dividend Policy 22 - 24
Dividend Payments
Stock Dividend Example
After the stock dividend:
ABC Company Equity Accounts as at March 1, 20x9 Common stock (236,500) Retained earnings Net worth $5,860,000 19,140,000 $25,000,000
The market price of the stock will be affected by the stock dividend: New Share Price = Old Price/ (1.1) = $40.00/1.1 = $36.36 The individual shareholders wealth will remain unchanged.
22 - 25
Dividend Payments
Stock Splits
Although there is no theoretical proof, there is some who believe that an optimal price range exists for a companys common shares. It is generally felt that there is greater demand for shares of companies that are traded in the $40 - $80 dollar range. The purpose of a stock split is to decrease share price. The result is:
increase in the number of share outstanding theoretically, no change in shareholder wealth
Dividend Payments
Stock Split Example
The Board of Directors of XYZ Company is considering using a stock split to put its shares into a better trading range. They are confident that the firms stock price will continue to rise given the firms outstanding financial performance. Currently, the companys shares are trading for $150 and the companys shareholders equity accounts are as follows:
Commons shares (100,000 outstanding) Retained earnings Net Worth $1,500,000 15,000,000 $16,500,000
Dividend Payments
Further Stock Split Examples
A 4 for 3 Stock Split:
New Share Price = P0[1/(4/3)] = $150[1/(4/3)] = $150[.75] = $112.50
Clearly the Board can use stock splits and reverse stock splits to place the firms stock in a particular trading range.
CHAPTER 22 Dividend Policy 22 - 28
Dividend Payments
Stock Split Effects
the above will hold true if there is no psychological appeal to the stock split. There is some evidence that the share price of companies which split stock is more bouyant because of a positive signal being transferred to the market by this action.
CHAPTER 22 Dividend Policy 22 - 29
Stock Splits
large drop in stock price much stronger potential signalling effect no recapitalization same odd lots rare same
22 - 30
Figure 22 -1 illustrates:
Aggregate after-tax profits run at approximately 6% of GDP but are highly variable Aggregate dividends are relatively stable when compared to after-tax profits.
They are sustained in the face of drops in profit during recessions They are held reasonably constant in the face of peaks in aggregate profits.
22 - 31
22 - 32
Figure 22 -2 illustrates:
Aggregate Dividend payouts further illustrates the effects of relatively stable dividend payouts in the face of profit volatility:
The normal aggregate dividend payout rate is about 40% of after-tax profit When profits drop and dividends are held constant, payout rates rise to 100%
22 - 33
22 - 34
22 - 35
22 - 36
1997 %
3.42 0 3.07 0.53 0 5.16
1998 %
2.52 0 2.85 0.54 0 4.52
1999 %
1.41 0 3.37 0 0 5.35
2000 %
1.07 0 3.17 0 0 5.59
2001 %
3.15 0 2.9 0 0 4.06
2002 %
3.99 0 3.48 0 0 4.92
2003 %
4.08 0 3.28 0 0 5.73
2004 %
4.29 0 3.31 0 0 5.88 7.34
2005 %
4.44 0 3.57 0 0 4.51 7.09
Average
22 - 37
22 - 39
[ 22-1]
D1 + P 1 P0 = (1 + Ke )
22 - 40
Multiply by the number of shares outstanding (m) to convert the single stock price model to a model to value the whole firm:
[ 22-2]
m( D1 + P ) 1 mP0 = V0 = (1 + Ke )
22 - 41
22 - 42
Without debt, sources and uses of funds identity (sources = uses) can be expressed as:
[ 22-3]
X 1 + nP = I1 + mD1 1
Where:
X I XI mD1 represents cash flow from operations represents investment is free cash flow is dividend to current shareholders at time 1
CHAPTER 22 Dividend Policy 22 - 43
mD1 = X 1 + nP I1 1
22 - 44
If a firm pays out dividends that exceeds its free cash flow (X I), then it must issue new common shares to pay for these dividends. Substituting into Equation 22 2 we get:
[ 22-4]
X1 I1 + [(m + n) P = V1 ] 1 V0 = (1 + K )
The value of the firm is the value of the next periods free cash flow (X1 I1) plus the next periods equity market value
CHAPTER 22 Dividend Policy 22 - 45
The firm value is determined as the present value of the free cash flows to the equity holders:
[ 22-5]
X t It V0 = (1 + K )t t =1
The dividend is equal to the free cash flow each period, and dividends are therefore a residual after the firm has taken care of all of its investment requirements this is the Residual Theory of Dividends
CHAPTER 22 Dividend Policy 22 - 46
The Residual Theory of Dividends suggests that logically, each year, management should:
Identify free cash flow generated in the previous period Identify investment projects that have positive NPVs Invest in all positive NPV projects
If free cash flow is insufficient, then raise external capital in this case no dividend is paid If free cash flow exceeds investment requirements, the residual amount is distributed in the form of cash dividends.
CHAPTER 22 Dividend Policy 22 - 47
MC=MR
WACC
22 - 49
Shareholders can buy or sell shares in an underlying company to create their own cash flow pattern.
They dont need management declare a cash dividend, they can create their own.
Conclusion: under the assumptions of M&Ms model, the investor is indifferent to the firms dividend policy.
CHAPTER 22 Dividend Policy 22 - 50
Risk is a real world factor. Firms that reinvest free cash flow, put that money at risk there is no certainty of investment outcome those forfeit dividends that are reinvestedcould be lost! Remember the two-stage DDM?
22 - 52
P=
The first term is the present value of existing opportunities (PVEO) The second term is the present value of growth opportunities (PVGO) These forecast returns face risks of new market entrants to compete for the excess profits forecast in emerging opportunities making PVGO extremely vulnerable.
CHAPTER 22 Dividend Policy 22 - 53
Myron Gordon suggests that dividends are more stable than capital gains and are therefore more highly valued by investors. This implies that investors perceive non-dividend paying firms to be riskier and apply a higher discount rate to value them causing the share price to fall. The difference between the M&M and Gordon arguments are illustrated in Figure 22 - 5 on the following slide:
M&M argue that dividends and capital gains are perfect substitutes
CHAPTER 22 Dividend Policy 22 - 54
D1 P0
OPTIMAL INVESTMENT
Gordon M&M
P P0 1 P0
22 - 55
Conclusions:
Firms cannot change underlying operational characteristics by changing the dividend The dividend should reflect the firms operations through the residual value of dividends
22 - 56
22 - 58
John Lintner suggested a partial adjustment model to explain the smoothing of dividend behaviour illustrating that firms slowly change dividends as they move toward a new target level:
[ 22-7]
Dt = (Dt* -Dt-1 )
22 - 59
The target dividend Dt* Lintner suggested is a function of the firms optimal payout rate of the firms underlying earnings (Et) leading to the following equation:
[ 22-8]
Dt = a + (1 b) Dt-1 + cE1
The coefficient on lagged dividends was estimated at 0.70 indicating an adjustment speed (b) coefficent of 0.30. The coefficient on current earnings (c) was estimated at 0.15 CHAPTER 22 Dividend Policy 22 - 60
Implications
The speed of dividend adjustment is only about 30 percent Firms are very reluctant to fully adjust Firms do not follow a policy of paying a constant proportion of earnings out as dividends
Dividend policy in practice does not follow M&Ms irrelevance arguments because the real world does not match the assumptions used.
CHAPTER 22 Dividend Policy 22 - 61
Transactions Costs
Underwriting costs are very high, providing a strong incentive for firms to finance growth out of free cash flow Facing these high underwriting costs firms:
With high growth rates have little incentive to pay dividends With volatile earnings conserve cash from year to year to finance projects and therefore pay very conservative dividends
22 - 62
22 - 63
et et* dt* dt
Time
22 - 64
Agency Theory
Investors are wary of senior management so they seek to put controls in place. There is a fear that managers may waste corporate resources by over-investing in low or poor NPV projects. Gordon Donaldson argued this is the reason for the pecking order managements tend to use when raising capital
Shareholders would prefer to receive a dividend and then have management file a prospectus, justifying investment in projects and the need to raise the capital that was just distributed as a dividend. Shareholders are prepared to pay those additional underwriting costs as an agency cost incurred to monitor and assess management.
22 - 65
Conclusion firms should not change dividend policy drastically since it upsets the existing ownership base.
CHAPTER 22 Dividend Policy 22 - 66
$25,000
2.52 12.45 3.63 12.63 0.00 10.65 5.95 14.37 0.00 12.02
$50,000
6.19 15.58 8.03 16.00 8.24 15.58 15.42 19.19 8.75 18.48
$75,000
15.69 18.85 13.83 18.00 20.74 21.71 26.06 22.86 17.05 21.34
$100,000
20.04 20.35 13.83 18.00 20.74 21.71 26.06 22.86 19.06 22.63
22 - 67
Tax clienteles help to explain the financial engineering whereby different parts of the return by the firm are stripped, repackaged and sold to different investors as illustrated in Figure 22 7. (See the following slide) Split shares are shares sold as the dividends and capital gains parts.
22 - 68
P0 =
t =1
dt P0 + (1 + k )t (1 + k ) 6
$454 million
MYW
$330 million $143 million
dt min($30, P6 1) Pref = + (1 + k ) 6 t =1 (1 + k ) t
6
P6 min($30, P6 1) IR = (1 + k ) 6
22 - 69
Share Repurchases
Simply another form of payout policy. An alternative to cash dividend where the objective is to increase the price per share rather than paying a dividend. Since there are rules against improper accumulation of funds, firms adopt a policy of large infrequent share repurchase programs.
22 - 70
Share Repurchases
Dividend Policy
Share Repurchases
allowed under the OBCA and CBCA reasons for use:
Offsetting the exercise of executive stock options Leveraged recapitalizations Information or signalling effects Repurchase dissident shares Removing cash without generating expectations for future distributions Take the firm private.
22 - 72
22 - 73
private negotiation with major shareholders In any repurchase program, the securities commission requires disclosure of the event as well as all other material information through a prospectus.
22 - 74
Repurchased Shares
called treasury stock (U.S.) non-voting (U.S.) may not receive dividends (U.S.) if not retired, can be resold (U.S.) unlike the U.S., repurchases in Canada do not involve shares that can be placed into treasury stock - they are canceled
22 - 75
Repurchase Example
Current EPS = [total earnings] / [# of shares] = $4.4 m / 1.1 m = $4.00 Current P/E ratio = $20 / $4 = 5X EPS after repurchase of 100,000 shares = $4.4 m / 1.0 = $4.40 Expected market price after repurchase: = [p/e][EPSnew] = [5][$4.40] = $22.00 per share
22 - 76
22 - 77
22 - 78
22 - 79
Why?
Before Borrowing:
Assets: Cash 10 Fixed Assets 140 Total Assets $150 Liabilities: Long-term Debt 0 Common Stock 50 Retained Earnings 100 Total Claims $150 0% Debt
25% Debt
$200
22 - 82
Total Assets
$200
22 - 84
22 - 85
Define four important dates that arise with respect to dividend payments.
22 - 87
Copyright
Copyright 2007 John Wiley & Sons Canada, Ltd. All rights reserved. Reproduction or translation of this work beyond that permitted by Access Copyright (the Canadian copyright licensing agency) is unlawful. Requests for further information should be addressed to the Permissions Department, John Wiley & Sons Canada, Ltd. The purchaser may make back-up copies for his or her own use only and not for distribution or resale. The author and the publisher assume no responsibility for errors, omissions, or damages caused by the use of these files or programs or from the use of the information contained herein.
CHAPTER 22 Dividend Policy 22 - 88