1. Corporate Finance MLI28C060 Lecture 13 Wednesday 28 October 2015 Strategic decision-making: the role of investors and implications of dividend payout policy

2. Reasons behind dividend policy payout

3. Introduction A payout policy is a set of principles regarding a corporation’s distributions to shareholders. – May be established with regard to a dividend payout, a dividend per share, a growth in dividend per share, or any other metric. – May include stock splits and stock dividends. – May include stock repurchases.

4. Optimal Dividend Policy The optimal dividend policy should maximize the price of the firm’s stock holding the number of shares outstanding constant. A decision to increase dividends will raise D 1 putting upward pressure on P 0. Increasing dividends, however, means reinvesting fewer dollars, lowering g, and putting downward pressure on P 0. Problem: What is the correct balance between dividends and retained earnings? Second Problem: How realistic is it for company to have constant upward growth (g)

5. Constant growth formula also written as: Where RoE is ”Return on Equity” b is Plowback ratio BVps is Book Value per share Ke is Cost of Equity

6. 6 Free cash flow (FCF) Interest payments (after tax) Stock repurchases Stock repurchases Principal repayments Dividends Sales revenues Operating costs and taxes Required investments in operating capital − − = Free Cash Flow: Distributions to Shareholders Purchase of short-term investments Sources Uses

7. Implications to investors from dividend policy

8. Dividend Policy and Company Value: Theory Dividends Are Irrelevant Based on MM theories. If owners want a leveraged position, they can make it themselves. Bird in the Hand Cash dividends are more certain than stock appreciation. Tax Argument How dividends are taxed relative to capital gains affects investors preferences for dividends. Other Clientele effect. Signaling. Agency cost effects.

9. Dividends are irrelevant In Miller and Modigliani’s (MM) world with no taxes, no transaction costs, and homogeneous information, dividend policy does not affect the value of the company. – The decision of how a company finances its business is separate from the decision of what and how much to invest in capital projects. – If an investor wants cash flow, he/she could sell some shares. – If an investor wants more risk, he/she could borrow to invest. – An investor is indifferent about a share repurchase or a dividend. Bottom line: Dividend policy does not affect a firm’s value.

10. The Bird-in-the-Hand Argument Investors prefer a cash dividend to uncertain capital gains. – Hence, investors prefer the “bird in the hand.” – Issue: Riskiness of the stock appreciation. If this explanation holds, a company that pays a cash dividend will have a higher value than a similar company that does not pay a cash dividend. Bottom line: Dividend policy affects the value of the firm.

11. The Tax Argument If dividends are taxed at a rate higher than capital gains, investors prefer that companies reinvest cash flow back into the firm. – In other words, investors prefer the lower-taxed capital gains to the higher-taxed cash dividends. – This advocates a zero dividend payout when dividends are taxed at a rate higher than that of capital gains. Bottom line: Dividend policy affects the value of the firm.

12. The Clientele Effect The clientele effect is the influence of groups of investors attracted to companies with specific dividend policies. – Clientele are simply a group of investors who have the same preference. Types of clientele: – If an investor has a marginal tax on capital gains lower than the marginal tax on dividends, the investor prefers a return in the form of capital gains. – Investors who are tax exempt (e.g., pension funds) are indifferent about dividends and capital gains. – Some investors, by policy or restrictions, only invest in stocks that pay dividends. The importance of the existence of clientele is that investors will have a preference for stocks with a specific dividend policy. Bottom line: The clientele effect does not necessarily imply that dividends affect value.

13. Dividends and Signaling Under MM’s theory, everyone has the same information. When there is asymmetric information, dividend changes may convey information. Positive Information Dividend initiations Dividend increases Negative Information Dividend omissions Dividend reductions

14. Agency costs and Dividend policy The separation of ownership and management in a corporation may lead to suboptimal investment. – Management may invest in negative NPV projects to enhance the company’s size or management’s control. Jensen’s free cash flow hypothesis is that having free cash flow tempts management to make investments that are not positive NPV. – Paying dividends or interest on debt uses this free cash flow and averts an agency issue. If a company’s debt has a restriction on paying dividends, it may avoid the issue of paying dividends (thus benefiting owners) and may increase the risk to bondholders. Bottom line: Dividends may reduce agency costs and, therefore, increase the value of the firm.

15. What’s the “residual distribution model”? Find the reinvested earnings needed for the capital budget. Pay out any leftover earnings (the residual) as either dividends or stock repurchases. This policy minimizes flotation and equity signaling costs, hence minimizes the WACC.

16. Residual Model (Use this to calculate Distributions Paid) Distr. = – Net income Target equity ratio Total capital budget Distr. = – Required equity Net income

17. Formulae Required equity: (Equity ratio (w s ) x Capital Budget) Distribution paid: (Net Income – Required equity) Payout ratio: (Dividend/Net Income) Dividend per share: (Dividend/No. Shares)

18. Application of the Residual Distribution Approach: Data for SSC Capital budget: $112.5 million. Target capital structure: 20% debt, 80% equity. Want to maintain. Forecasted net income: $140 million. Number of shares: 100 million.

19. Application of the Residual Distribution Approach Number of shares100 Equity ratio (w s )( Target Cap.Structure )80% Capital budget$112.5 Net income$140.0$90.0$160.0 Req. equ.: (w s X Cap. Bgt.)?? Dist. paid: (NI – Req. equity)?? Payout ratio (Dividend/NI)?? Dividend per share??

20. Application of the Residual Distribution Approach Number of shares100 Equity ratio (w s ) ( Target Capital Structure ) 80% Capital budget$112.5 Net income$140.0$90.0$160.0 Req. equ.: (w s X Cap. Bgt.)$90.0 Dist. paid: (NI – Req. equity)$50.0$0.0$70.0 Payout ratio (Dividend/NI)35.7%0.0%43.8% Dividend per share$0.50$0.00$0.70

21. Implications for the marketing of finance to investors

22. Factors Affecting Dividend policy Investment Opportunities Expected Volatility of Future Earnings Financial Flexibility Tax Considerations Flotation Costs Contractual and Legal Restrictions

23. Factors affecting dividend policy Investment opportunities: – A company with more investment opportunities will pay out less in dividends. – A company with fewer investment opportunities will pay out more in dividends. Expected volatility of future earnings: – Companies with greater earnings volatility are less likely to increase dividends—a greater chance of not maintaining the increased dividend. Financial flexibility: – Companies seeking more flexibility are less likely to pay dividends or to increase dividends because they want to preserve cash.

24. Factors affecting dividend policy Tax considerations – The tax rate on dividends and how dividends are taxed relative to capital gains affect investors’ preferences and, hence, companies’ dividend policy. Flotation costs – These costs make it more expensive to use newly issued stock instead of internally generated funds. – Smaller companies face higher flotation costs. Contractual and legal restrictions – Forms of restrictions: Impairment of capital rule Bond indentures Requirement of preferred shares

25. Tax Systems and Dividend Policy Consider a company that has earnings before tax of $100 million and pays all its earnings as dividends. The company’s tax rate is 35%, and individual shareholders have a marginal tax rate of 25%. In countries with a split-rate system, dividends are taxed at 28% at the corporate level. Double Taxation Earnings taxed at corporate level and dividends taxed at shareholder level Effective tax on dividends = 51.25% Dividend Imputation Earnings taxed at corporate level and tax credit at shareholder level Effective tax on dividends = 25% Split-Rate System Earnings distributed are taxed at a lower rate than retained earnings Effective tax on dividends = 46%

26. Payout Policies

27. The Procedures of a Dividend Payment: An Example November 11: Board declares a quarterly dividend of $0.50 per share to holders of record as of December 10. December 7: Dividend goes with stock. December 8: Ex-dividend date. December 10: Holder of record date. December 31: Payment date to holders of record.

28. Example: Payout Policies Consider the financial information for Apple, Inc. (AAPL) 1.What are dividends for FY2011 and FY2012 if the company followed a stable dividend policy, with a target dividend payout of 10% and an adjustment factor of 0.3? Fiscal Year Ending9/29/20129/24/20119/25/2010 Net income (millions)$41,773$25,922$14,014 Fiscal Year Ending9/29/20129/24/2011 Increase in earnings$15,851$11,900 Multiply by target0.10 Multiply by adjustment factor0.30 Dividends$475.53$357.24

29. Example: Payout Policies 2.What are dividends for FY2011 and FY2012 if the company followed a constant dividend payout at 6%? 3.What are dividends for FY2011 and FY2012 if the company followed the residual payout policy? Fiscal Year Ending9/29/20129/24/2011 Net income (millions)$41,773$25,922 Less: capital expenditures9,4027,452 Dividends$32,371$18,470 Fiscal Year Ending9/29/20129/24/2011 Net income (millions)$41,773$25,922 Multiply by 6%0.06 Dividends$2,506$1,555.32

30. Cash Dividends vs. Repurchasing Stock Reasons for preferring repurchasing stock over paying a cash dividend – Potential tax advantages – Signaling – Managerial flexibility – Offset dilution from executive stock options – Increase financial leverage A stock repurchase may be a good alternative to an increase in cash dividends.

31. Global Trends in Dividend Payout Current: – Large, profitable companies tend to have a stable payout policy. – Smaller and/or less profitable companies tend to not be dividend paying. Trends: – In developed companies, fewer companies pay cash dividends, but more companies are using stock repurchases. – The dividend amounts and payouts have increased for dividend-paying companies, but the proportion of dividend-paying companies has declined.

32. Dividend Coverage Ratios

33. Analysis of Dividend Safety We can evaluate the “safety” of the dividend by examining the company’s ability to meet its dividends. – “Safety” pertains to the ability of the company to continue to pay the dividend or maintain a growth pattern. – Possible ratios: Dividend coverage and free cash flow coverage Using dividends plus repurchases may be more appropriate for some firms. Values greater than 1.0 indicate ability to meet the dividend and repurchase, although the greater the coverage, the greater the liquidity and ability to pay. It is sometimes difficult to predict changes in dividend because of “surprises,” such as the financial crisis.