Complete the Integrative Case 6 O’Grady Apparel Company.
Please after reading the chapter, I have highlighted the questions that you need to answer. ONLY THE HIGHLIGHTED SECTION IS MINE TO ANSWER THIS IS A TEAM ASSIGNMENT.
Below is Chapter 14
In your professional life
ACCOUNTING You need to understand the types of dividends and payment procedures for them because you will need to record and report the declaration and payment of dividends; you also will provide the financial data that management must have to make dividend decisions.
INFORMATION SYSTEMS You need to understand types of dividends, payment procedures, and the financial data that the firm must have to make and implement dividend decisions.
MANAGEMENT To make appropriate dividend decisions for the firm, you need to understand types of dividends, arguments about the relevance of dividends, the factors that affect dividend policy, and types of dividend policies.
MARKETING You need to understand factors affecting dividend policy because you may want to argue that the firm would be better off retaining funds for use in new marketing programs or products, rather than paying them out as dividends.
OPERATIONS You need to understand factors affecting dividend policy because you may find that the firm’s dividend policy imposes limitations on planned expansion, replacement, or renewal projects.
In your personal life
Many individual investors buy common stock for the anticipated cash dividends. From a personal finance perspective, you should understand why and how firms pay dividends and the informational and financial implications of receiving them. Such understanding will help you select common stocks that have dividend-paying patterns consistent with your long-term financial goals.
In another sign of an improving economy, Whirlpool Corporation, the worldwide appliance manufacturer, announced that it would increase the quarterly dividend that it paid to its stockholders by 25 percent, up to 62.5 cents per share from 50 cents in the previous quarter. Whirlpool’s CEO, Jeff Fettig, explained, “Our actions have delivered a strong financial position enabling us to enhance returns to shareholders through a dividend increase. This dividend increase underscores our confidence that our long-term growth and innovation strategy will continue to create value for our shareholders.” Markets reacted to this news by increasing Whirlpool’s stock price by 3.2 percent.
Why does Whirlpool pay dividends? Fettig’s press release suggests two possibilities. One is that by paying dividends the company can “enhance returns” to shareholders. In other words, Whirlpool believes that returns to shareholders will be higher if the firm pays a dividend (and increases it) than if the firm does not pay a dividend. That sounds logical, but consider that when a firm pays a dividend, it is simply taking cash out of its bank account and putting that cash in the hands of shareholders. Presumably, after a firm pays a dividend, its share price will reflect that it no longer holds as much cash as it did prior to the dividend payment. In other words, paying a dividend may simply be just switching money from one pocket (the company’s) to another (the shareholder’s).
Another reason that Whirlpool may pay a dividend is revealed in the second part of Fettig’s statement. Whirlpool increased its dividend to “underscore our confidence.” In other words, Whirlpool executives are telling the market that the firm’s financial position is strong enough and its prospects bright enough that managers are confident that they can afford to increase the dividend by 25 percent and still run the company effectively. Indeed, Whirlpool’s history suggests that managers use caution when increasing dividends. From 1995 to 2013, Whirlpool increased its dividend on just three occasions. Compare that record with the dividend history of Emerson Electric Co., a company that as of 2013 had increased its dividend for 54 consecutive years. Apparently Emerson and Whirlpool adopt different policies with respect to dividend increases.
The term payout policy refers to the decisions that firms make about whether to distribute cash to shareholders, how much cash to distribute, and by what means the cash should be distributed. Although these decisions are probably less important than the investment decisions covered inChapters 10 through 12 and the financing choices discussed in Chapter 13, they are nonetheless decisions that managers and boards of directors face routinely. Investors monitor firms’ payout policies carefully, and unexpected changes in those policies can have significant effects on firms’ stock prices. The recent history of Whirlpool Corporation, briefly outlined in the chapter opener, demonstrates many of the important dimensions of payout policy.
Decisions that a firm makes regarding whether to distribute cash to shareholders, how much cash to distribute, and the means by which cash should be distributed.
Dividends are not the only means by which firms can distribute cash to shareholders. Firms can also conduct share repurchases, in which they typically buy back some of their outstanding common stock through purchases in the open market. Whirlpool Corporation, like many other companies, uses both methods to put cash in the hands of their stockholders. In addition to increasing its dividend payout, Whirlpool also resumed its share repurchase program in 2013, which had been halted during the economic recession. At the time of resuming the share repurchase program, the company’s free cash flow was between $600 million and $650 million and expected to increase to between $650 million and $700 million. Whirlpool’s chief executive officier, Jeff Fettig, stated that “sales increased in every region of the world” as the company continued to expand its margins and that as the company continued to execute its “long-term growth strategy . . . [it would] continue to drive actions to further create value for . . . shareholders.”
If we generalize the lessons about payout policy, we may expect the following to be true:
Figure 14.1 illustrates both long-term trends and cyclical movements in earnings and dividends paid by large U.S. firms that are part of the Standard & Poor’s 500 Stock Composite Index. The figure plots monthly earnings and dividend payments from 1950 through the first quarter of 2013. The top line represents the earnings per share of the S&P 500 index, and the lower line represents dividends per share. The vertical bars highlight ten periods during which the U.S. economy was in recession. Several important lessons can be gleaned from the figure. First, observe that over the long term the earnings and dividends lines tend to move together. Figure 14.1 uses a logarithmic scale, so the slope of each line represents the growth rate of earnings or dividends. Over the 60 years shown in the figure, the two lines tend to have about the same slope, meaning that earnings and dividends grow at about the same rate when you take a long-term perspective. It makes perfect sense: Firms pay dividends out of earnings, so for dividends to grow over the long-term, earnings must grow too.
Monthly U.S. dollar amount of earnings and dividends per share of the S&P 500 index from 1950 through the first quarter of 2013 (the figure uses a logarithmic vertical scale)
Second, the earnings series is much more volatile than the dividends series. That is, the line plotting earnings per share is quite bumpy, but the dividend line is much smoother, which suggests that firms do not adjust their dividend payments each time earnings move up or down. Instead, firms tend to smooth dividends, increasing them slowly when earnings are growing rapidly and maintaining dividend payments, rather than cutting them, when earnings decline.
To see this second point more clearly, look closely at the vertical bars in Figure 14.1. It is apparent that during recessions corporate earnings usually decline, but dividends either do not decline at all or do not decline as sharply as earnings. In six of the last ten recessions, dividends were actually higher when the recession ended than just before it began, although the last two recessions are notable exceptions to this pattern. Note also that, just after the end of a recession, earnings typically increase quite rapidly. Dividends increase, too, but not as fast.
A third lesson from Figure 14.1 is that the effect of the recent recession on both corporate earnings and dividends was large by historical standards. An enormous earnings decline occurred from 2007 to 2009. This decline forced firms to cut dividends more drastically than they had in years; nonetheless, the drop in dividends was slight compared with the earnings decrease.
P&G’s Dividend History
Few companies have replicated the dividend achievements of the consumer products giant Procter & Gamble (P&G). P&G has paid dividends every year for more than a century, and it increased its dividend in every year from 1956 through 2012.
When firms want to distribute cash to shareholders, they can either pay dividends or repurchase outstanding shares. Figure 14.2 plots aggregate dividends and share repurchases from 1971 through 2011 for all U.S. firms listed on U.S. stock exchanges (again, the figure uses a logarithmic vertical scale). A quick glance at the figure reveals that share repurchases played a relatively minor role in firms’ payout practices in the 1970s. In 1971, for example, aggregate dividends totaled $21 billion, but share repurchases that year were just $1.1 billion. In the 1980s, share repurchases began to grow rapidly and then slowed again in the early 1990s. The value of aggregate share repurchases first eclipsed total dividend payments in 1998. That year, firms paid $175 billion in dividends, but they repurchased $185 billion worth of stock. Share repurchases continued to outpace dividends for all but three of the next 13 years, peaking at $677 billion in 2007.
Whereas aggregate dividends rise smoothly over time, Figure 14.2 shows that share repurchases display much more volatility. The largest drops in repurchase activity occurred in 1974–1975, 1981, 1986, 1989–1991, 2000–2002, and 2008–2010. All these drops correspond to periods when the U.S. economy was mired in or just emerging from a recession. During most of these periods, dividends continued to grow modestly. Only during the recent, severe recession did both share repurchases and dividends fall.
Aggregate U.S. dollar amount of dividends and share repurchases for all U.S. firms listed on U.S. stock exchanges in each year from 1971 through 2011 (the figure uses a logarithmic vertical scale)
When CBS announced in March 2007 that it would buy back $1.4 billion worth of stock, its sagging share price saw the biggest spike since the media giant parted ways with Viacom in 2005. The 4.5 percent jump may have been an omen of good fortune—at the very least, it showed how much shareholders like buybacks.
Companies have been gobbling up their own shares faster than ever in a world of inexpensive capital and swollen balance sheets. Since 2003, the market for buybacks has boomed, with repurchases nearly on a par with capital expenditures. Some, however, have questioned the moves and motives that lead to a big buyback.
In addition to simply returning cash to shareholders, many companies also repurchase stock because they believe that their stock is undervalued. New research, however, shows that companies often use creative financial reporting to push earnings downward before buybacks, making the stock seem undervalued and causing its price to bounce higher after the buyback. That pleases investors who then amplify the effect by pushing the price even higher.
“Managers who are acting opportunistically can use their reporting discretion to reduce the repurchase price by temporarily deflating earnings,” argue Guojin Gong, Henock Louis, and Amy Sun at Penn State University’s Smeal College of Business. Observing data from 1,720 companies, the authors say companies can easily create an apparent slump by speeding up or slowing down expense recognition, changing inventory accounting, or revising estimates of bad debt, all of which are classic methods of making the numbers look worse without actually breaking accounting rules.
The penalty for being caught deliberately managing earnings in advance of a buyback could be severe. With the variety of accounting scandals that popped up regularly in the early 2000s, executives would no doubt be wary of deflating earnings just to get a boost from a buyback. Still, that’s what Louis believes some are doing. “I don’t think what they’re doing is illegal,” he says. “But it’s misleading their investors.”
Do you agree that corporate managers would manipulate their stock’s value prior to a buyback, or do you believe that corporations are more likely to initiate a buyback to enhance shareholder value?
Combining the lessons from Figures 14.1 and 14.2, we can draw three broad conclusions about firms’ payout policies. First, firms exhibit a strong desire to maintain modest, steady growth in dividends that is roughly consistent with the long-run growth in earnings. Second, share repurchases have accounted for a growing fraction of total cash payouts over time. Third, when earnings fluctuate, firms adjust their short-term payouts primarily by adjusting share repurchases (rather than dividends), cutting buybacks during recessions, and increasing them rapidly during economic expansions.
Share Repurchases Gain Worldwide Popularity
The growing importance of share repurchases in corporate payout policy is not confined to the United States. In most of the world’s largest economies, repurchases have been on the rise in recent years, eclipsing dividend payments at least some of the time in countries as diverse as Belgium, Denmark, Finland, Hungary, Ireland, Japan, Netherlands, South Korea, and Switzerland. A study of payout policy at firms from 25 different countries found that share repurchases rose at an annual rate of 19 percent from 1999 through 2008.
How would you expect this ratio to behave during a recession? What about during an economic boom?
At quarterly or semiannual meetings, a firm’s board of directors decides whether and in what amount to pay cash dividends. If the firm has already established a precedent of paying dividends, the decision facing the board is usually whether to maintain or increase the dividend, and that decision is based primarily on the firm’s recent performance and its ability to generate cash flow in the future. Boards rarely cut dividends unless they believe that the firm’s ability to generate cash is in serious jeopardy. Figure 14.3 plots the number of U.S. public industrial firms that increased, decreased, or maintained their dividend payment in each year from 1981 through 2011. Clearly, the number of firms increasing their dividends is far greater than the number of companies cutting dividends in most years. When the economy is strong, as it was from 2003 to 2006, the ratio of industrial firms increasing dividends to those cutting dividends may be 10 to 1 or higher. However, a sign of the severity of the most recent recession was that in 2009 this ratio was just 1.5 to 1. That year, 401 U.S. public industrial firms increased their dividend, whereas 266 firms cut dividends.
Number of U.S. public industrial firms that increased, decreased, or maintained their dividend payment in each year from 1981 through 2011
Figure 14.3 clearly shows that firms prefer to increase rather than decrease dividends, but what is most evident is that firms prefer to maintain their established dividend levels. In the average year, 79 percent of U.S. industrial firms elect to maintain their previous year’s dividend payout, and 96 percent avoid decreasing their dividend. Although some firms will choose to grow their dividend payout, the main goal of nearly all firms is to do whatever is necessary to avoid cutting dividends.
When a firm’s directors declare a dividend, they issue a statement indicating the dividend amount and setting three important dates: the date of record, the ex-dividend date, and the payment date. All persons whose names are recorded as stockholders on the date of record receive the dividend. These stockholders are often referred to as holders of record.
date of record (dividends)
Set by the firm’s directors, the date on which all persons whose names are recorded as stockholders receive a declared dividend at a specified future time.
Because of the time needed to make bookkeeping entries when a stock is traded, the stock begins selling ex dividend 2 business days prior to the date of record. Purchasers of a stock selling ex dividend do not receive the current dividend. A simple way to determine the first day on which the stock sells ex dividend is to subtract 2 business days from the date of record.
A period beginning 2 business days prior to the date of record, during which a stock is sold without the right to receive the current dividend.
The payment date is the actual date on which the firm mails the dividend payment to the holders of record. It is generally a few weeks after the record date. An example will clarify the various dates and the accounting effects.
Set by the firm’s directors, the actual date on which the firm mails the dividend payment to the holders of record.
On August 21, 2013, the board of directors of Best Buy announced that the firm’s next quarterly cash dividend would be $0.17 per share, payable on October 1, 2013, to shareholders of record on Tuesday, September 10, 2013. Best Buy shares would begin trading ex dividend on the previous Friday, September 6. At the time of the announcement, Best Buy had 340,967,179 shares of common stock outstanding, so the total dividend payment would be $57,964,420. Figure 14.4 shows a time line depicting the key dates relative to the Best Buy dividend. Before the dividend was declared, the key accounts of the firm were as follows (dollar values quoted in thousands):1
Time line for the announcement and payment of a cash dividend for Best Buy
|Cash||$680,000||Dividends payable||$ 0|
When the dividend was announced by the directors, almost $58 million of the retained earnings ($0.17 per share × 341 million shares) was transferred to the dividends payable account. The key accounts thus became
|Cash||$680,000||Dividends payable||$ 57,964|
When Best Buy actually paid the dividend on October 26, this produced the following balances in the key accounts of the firm:
|Cash||$622,036||Dividends payable||$ 0|
The net effect of declaring and paying the dividend was to reduce the firm’s total assets (and stockholders’ equity) by almost $58 million.
1. The accounting transactions described here reflect only the effects of the dividend. Best Buy’s actual financial statements during this period obviously reflect many other transactions.
The mechanics of cash dividend payments are virtually the same for every dividend paid by every public company. With share repurchases, firms can use at least two different methods to get cash into the hands of shareholders. The most common method of executing a share repurchase program is called an open-market share repurchase. In an open-market share repurchase, as the name suggests, firms simply buy back some of their outstanding shares on the open market. Firms have a great deal of latitude regarding when and how they execute these open-market purchases. Some firms make purchases in fixed amounts at regular intervals, whereas other firms try to behave more opportunistically, buying back more shares when they think that the share price is relatively low and fewer shares when they think that the price is high.
open-market share repurchase
A share repurchase program in which firms simply buy back some of their outstanding shares on the open market.
In contrast, firms sometimes repurchase shares through a self-tender offer or simply a tender offer. In a tender offer share repurchase, a firm announces the price it is willing to pay to buy back shares and the quantity of shares it wishes to repurchase. The tender offer price is usually set at a significant premium above the current market price. Shareholders who want to participate let the firm know how many shares they would like to sell back to the firm at the stated price. If shareholders do not offer to sell back as many shares as the firm wants to repurchase, the firm may either cancel or extend the offer. If the offer is oversubscribed, meaning that shareholders want to sell more shares than the firms wants to repurchase, the firm typically repurchases shares on a pro rata basis. For example, if the firm wants to buy back 10 million shares, but 20 million shares are tendered by investors, the firm would repurchase exactly half of the shares tendered by each shareholder.
tender offer share repurchase
A repurchase program in which a firm offers to repurchase a fixed number of shares, usually at a premium relative to the market value, and shareholders decide whether or not they want to sell back their shares at that price.
A third method of buying back shares is called a Dutch auction share repurchase. In a Dutch auction, the firm specifies a range of prices at which it is willing to repurchase shares and the quantity of shares that it desires. Investors can tender their shares to the firm at any price in the specified range, which allows the firm to trace out a demand curve for their stock. That is, the demand curve specifies how many shares investors will sell back to the firm at each price in the offer range. This analysis allows the firm to determine the minimum price required to repurchase the desired quantity of shares, and every shareholder receives that price.
Dutch auction share repurchase
A repurchase method in which the firm specifies how many shares it wants to buy back and a range of prices at which it is willing to repurchase shares. Investors specify how many shares they will sell at each price in the range, and the firm determines the minimum price required to repurchase its target number of shares. All investors who tender receive the same price.
In July 2013, Fidelity National Information Services announced a Dutch auction repurchase for 86 million common shares at prices ranging from $29 to $31.50 per share. Fidelity shareholders were instructed to contact the company to indicate how many shares they would be willing to sell at different prices in this range. Suppose that after accumulating this information from investors, Fidelity constructed the following demand schedule:
|Offer price||Shares tendered||Cumulative total|
At a price of $31.25, shareholders are willing to tender a total of 86 million shares, exactly the amount that Fidelity wants to repurchase. Each shareholder who expressed a willingness to tender their shares at a price of $31.25 or less receives $31.25, and Fidelity repurchases all 86 million shares at a cost of roughly $2.7 billion.
For many years, dividends and share repurchases had very different tax consequences. The dividends that investors received were generally taxed at ordinary income tax rates. Therefore, if a firm paid $10 million in dividends, that payout would trigger significant tax liabilities for the firm’s shareholders (at least those subject to personal income taxes). On the other hand, when firms repurchased shares, the taxes triggered by that type of payout were generally much lower. There were several reasons for this difference. Only those shareholders who sold their shares as part of the repurchase program had any immediate tax liability. Shareholders who did not participate did not owe any taxes. Furthermore, some shareholders who did participate in the repurchase program might not owe any taxes on the funds they received if they were tax-exempt institutions or if they sold their shares at a loss. Finally, even those shareholders who participated in the repurchase program and sold their shares for a profit paid taxes only at the (usually lower) capital gains tax rate, (assuming the shares were held for at least one year), and even that tax only applied to the gain, not to the entire value of the shares repurchased. Consequently, investors could generally expect to pay far less in taxes on money that a firm distributed through a share repurchase compared to money paid out as dividends. That differential tax treatment in part explains the growing popularity of share repurchase programs in the 1980s and 1990s.
The Jobs and Growth Tax Relief Reconciliation Act of 2003 significantly changed the tax treatment of corporate dividends for most taxpayers. Prior to passage of the 2003 law, dividends received by investors were taxed as ordinary income at rates as high as 35 percent. The 2003 act reduced the tax rate on corporate dividends for most taxpayers to the tax rate applicable to capital gains, which is a maximum rate of 5 percent to 15 percent, depending on the taxpayer’s tax bracket. This change significantly diminishes the degree of “double taxation” of dividends, which results when the corporation is first taxed on its income and then shareholders pay taxes on the dividends that they receive. After-tax cash flow to dividend recipients is much greater at the lower applicable tax rate; the result is noticeably higher dividend payouts by corporations today than prior to passage of the 2003 legislation.
In early 2012, Congress passed the American Taxpayer Relief Act of 2012. For eveyone except those individuals in the newly established highest tax bracket, dividends and capital gains continue to be taxed at 15 percent. (For more details on the impact of the 2012 act, see the Focus on Practice box.)
My Finance Lab Solution Video
The board of directors of Espinoza Industries, Inc., on October 4 of the current year, declared a quarterly dividend of $0.46 per share payable to all holders of record on Friday, October 30, with a payment date of November 19. Rob and Kate Heckman, who purchased 500 shares of Espinoza’s common stock on Thursday, October 15, wish to determine whether they will receive the recently declared dividend and, if so, when and how much they would net after taxes from the dividend given that the dividends would be subject to a 15% federal income tax.
In 1980, the percentage of firms paying monthly, quarterly, semiannual, or annual dividends stood at 60 percent. By the end of 2002, this number had declined to 20 percent. In May 2003, President George W. Bush signed into law the Jobs and Growth Tax Relief Reconciliation Act of 2003(JGTRRA). Prior to that new law, dividends were taxed once as part of corporate earnings and again as the personal income of the investor, in both cases with a potential top rate of 35 percent. The result was an effective tax rate of 57.75 percent on some dividends. Although the 2003 tax law did not completely eliminate the double taxation of dividends, it reduced the maximum possible effect of the double taxation of dividends to 44.75 percent. For taxpayers in the lower tax brackets, the combined effect was a maximum of 38.25 percent. Both the number of companies paying dividends and the amount of dividends spiked following the lowering of tax rates on dividends. For example, total dividends paid rose almost 14 percent in the first quarter after the new tax law was enacted, and the percentage of firms initiating dividends rose by nearly 40 percent the same quarter.
The tax rates under JGTRRA were originally programmed to expire at the end of 2008. However, in May 2006, Congress passed the Tax Increase Prevention and Reconciliation Act of 2005 (TIPRA), extending the beneficial tax rates for 2 more years. Taxpayers in tax brackets above 15 percent paid a 15 percent rate on dividends paid before December 31, 2008. For taxpayers with a marginal tax rate of 15 percent or lower, the dividend tax rate was 5 percent until December 31, 2007, and 0 percent from 2008 to 2010. Long-term capital gains tax rates were reduced to the same rates as the new dividend tax rates through 2010. Although JGTRRA expired at the end of 2010, Congress extended the law until 2012 by passing the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010.
At the onset of 2012, the pre-JGTRRA taxation of dividends would reappear unless further legislation made the law permanent. Those arguing to make the JGTRRA permanent pointed toward the weak economy and suggested that taxes needed to remain low to stimulate business investment and job creation. Others noted that the U.S. budget deficit was at an all-time high, so some combination of higher taxes and reduced spending was necessary to avoid economic problems associated with too much debt.
In early 2012, Congress passed the American Taxpayer Relief Act of 2012. For individuals in the 25 percent, 28 percent, 33 percent, and 35 percent income tax brackets, qualified dividends as well as capital gains continue to be taxed at 15 percent. However, for individuals with more than $400,000 in taxable income—and couples with more than $450,000—the rate increased to 20 percent. As was the case under JGTRRA, people in the 10 percent and 15 percent brackets, as before, will have a zero tax rate on dividends and capital gains.
How might the expected future reappearance of higher tax rates on individuals receiving dividends affect corporate dividend payout policies?
Given the Friday, October 30, date of record, the stock would begin selling ex dividend 2 business days earlier on Wednesday, October 28. Purchasers of the stock on or before Tuesday, October 27, would receive the right to the dividend. Because the Heckmans purchased the stock on October 15, they would be eligible to receive the dividend of $0.46 per share. Thus, the Heckmans will receive $230 in dividends ($0.46 per share × 500 shares), which will be mailed to them on the November 19 payment date. Because they are subject to a 15% federal income tax on the dividends, the Heckmans will net $195.50 [(1 − 0.15) × $230] after taxes from the Espinoza Industries dividend.
Today, many firms offer dividend reinvestment plans (DRIPs), which enable stockholders to use dividends received on the firm’s stock to acquire additional shares—even fractional shares—at little or no transaction cost. Some companies even allow investors to make their initial purchases of the firm’s stock directly from the company without going through a broker. With DRIPs, plan participants typically can acquire shares at about 5 percent below the prevailing market price. From its point of view, the firm can issue new shares to participants more economically, avoiding the underpricing and flotation costs that would accompany the public sale of new shares. Clearly, the existence of a DRIP may enhance the market appeal of a firm’s shares.
dividend reinvestment plans (DRIPs)
Plans that enable stockholders to use dividends received on the firm’s stock to acquire additional shares—even fractional shares—at little or no transaction cost.
What happens to the stock price when a firm pays a dividend or repurchases shares? In theory, the answers to those questions are straightforward. Take a dividend payment for example. Suppose that a firm has $1 billion in assets, financed entirely by 10 million shares of common stock. Each share should be worth $100 ($1 billion ÷ 10,000,000 shares). Now suppose that the firm pays a $1 per share cash dividend, for a total dividend payout of $10 million. The assets of the firm fall to $990 million. Because shares outstanding remain at 10 million, each share should be worth $99. In other words, the stock price should fall by $1, exactly the amount of the dividend. The reduced share price simply reflects that cash formerly held by the firm is now in the hands of investors. To be precise, this reduction in share price should occur not when the dividend checks are mailed but rather when the stock begins trading ex dividend.
For share repurchases, the intuition is that “you get what you pay for.” In other words, if the firm buys back shares at the going market price, the reduction in cash is exactly offset by the reduction in the number of shares outstanding, so the market price of the stock should remain the same. Once again, consider the firm with $1 billion in assets and 10 million shares outstanding worth $100 each. Let’s say that the firm decides to distribute $10 million in cash by repurchasing 100,000 shares of stock. After the repurchase is completed, the firm’s assets will fall by $10 million to $990 million, but the shares outstanding will fall by 100,000 to 9,900,000. The new share price is therefore $990,000,000 ÷ 9,900,000, or $100, as before.
In practice, taxes and a variety of other market imperfections may cause the actual change in share price in response to a dividend payment or share repurchase to deviate from what we expect in theory. Furthermore, the stock price reaction to a cash payout may be different than the reaction to an announcement about an upcoming payout. For example, when a firm announces that it will increase its dividend, the share price usually rises on that news, even though the share price will fall when the dividend is actually paid. The next section discusses the impact of payout policy on the value of the firm in greater depth.
The financial literature has reported numerous theories and empirical findings concerning payout policy. Although this research provides some interesting insights about payout policy, capital budgeting and capital structure decisions are generally considered far more important than payout decisions. In other words, firms should not sacrifice good investment and financing decisions for a payout policy of questionable importance.
The most important question about payout policy is this one: Does payout policy have a significant effect on the value of a firm? A number of theoretical and empirical answers to this question have been proposed, but as yet there is no widely accepted rule to help a firm find its “optimal” payout policy. Most of the theories that have been proposed to explain the consequences of payout policy have focused on dividends. From here on, we will use the terms dividend policy and payout policyinterchangeably, meaning that we make no distinction between dividend payouts and share repurchases in terms of the theories that try to explain whether these policies have an effect on firm value.
The residual theory of dividends is a school of thought that suggests that the dividend paid by a firm should be viewed as a residual, that is, the amount left over after all acceptable investment opportunities have been undertaken. Using this approach, the firm would treat the dividend decision in three steps as follows:
residual theory of dividends
A school of thought that suggests that the dividend paid by a firm should be viewed as a residual,the amount left over after all acceptable investment opportunities have been undertaken.
According to this approach, as long as the firm’s equity need exceeds the amount of retained earnings, no cash dividend is paid. The argument for this approach is that it is sound management to be certain that the company has the money it needs to compete effectively. This view of dividends suggests that the required return of investors, rs, is not influenced by the firm’s dividend policy, a premise that in turn implies that dividend policy is irrelevant in the sense that it does not affect firm value.
The residual theory of dividends implies that if the firm cannot invest its earnings to earn a return that exceeds the cost of capital, it should distribute the earnings by paying dividends to stockholders. This approach suggests that dividends represent an earnings residual rather than an active decision variable that affects the firm’s value. Such a view is consistent with the dividend irrelevance theory put forth by Merton H. Miller and Franco Modigliani (M and M).2 They argue that the firm’s value is determined solely by the earning power and risk of its assets (investments) and that the manner in which it splits its earnings stream between dividends and internally retained (and reinvested) funds does not affect this value. M and M’s theory suggests that in a perfect world (certainty, no taxes, no transactions costs, and no other market imperfections), the value of the firm is unaffected by the distribution of dividends.
dividend irrelevance theory
Miller and Modigliani’s theory that, in a perfect world, the firm’s value is determined solely by the earning power and risk of its assets (investments) and that the manner in which it splits its earnings stream between dividends and internally retained (and reinvested) funds does not affect this value.
Of course, real markets do not satisfy the “perfect markets” assumptions of Modigliani and Miller’s original theory. One market imperfection that may be important is taxation. Historically, dividends have usually been taxed at higher rates than capital gains. A firm that pays out its earnings as dividends may trigger higher tax liabilities for its investors than a firm that retains earnings. As a firm retains earnings, its share price should rise, and investors enjoy capital gains. Investors can defer paying taxes on these gains indefinitely simply by not selling their shares. Even if they do sell their shares, they may pay a relatively low tax rate on the capital gains. In contrast, when a firm pays dividends, investors receive cash immediately and pay taxes at the rates dictated by then-current tax laws.
Even though this discussion makes it seem that retaining profits rather than paying them out as dividends may be better for shareholders on an after-tax basis, Modigliani and Miller argue that this assumption may not be the case. They observe that not all investors are subject to income taxation. Some institutional investors, such as pension funds, do not pay taxes on the dividends and capital gains that they earn. For these investors, the payout policies of different firms have no impact on the taxes that investors have to pay. Therefore, Modigliani and Miller argue, there can be a clientele effect in which different types of investors are attracted to firms with different payout policies due to tax effects. Tax-exempt investors may invest more heavily in firms that pay dividends because they are not affected by the typically higher tax rates on dividends. Investors who would have to pay higher taxes on dividends may prefer to invest in firms that retain more earnings rather than paying dividends. If a firm changes its payout policy, the value of the firm will not change; instead, what will change is the type of investor who holds the firm’s shares. According to this argument, tax clienteles mean that payout policies cannot affect firm value, but they can affect the ownership base of the company.
The argument that different payout policies attract different types of investors but still do not change the value of the firm.
In summary, M and M and other proponents of dividend irrelevance argue that, all else being equal, an investor’s required return—and therefore the value of the firm—is unaffected by dividend policy. In other words, there is no “optimal” dividend policy for a particular firm.
2. Merton H. Miller and Franco Modigliani, “Dividend Policy, Growth and the Valuation of Shares,” Journal of Business34 (October 1961), pp. 411–433.
Modigliani and Miller’s assertion that dividend policy was irrelevant was a radical idea when it was first proposed. The prevailing wisdom at the time was that payout policy could improve the value of the firm and therefore was relevant. The key argument in support of dividend relevance theoryis attributed to Myron J. Gordon and John Lintner,3 who suggest that there is, in fact, a direct relationship between the firm’s dividend policy and its market value. Fundamental to this proposition is their bird-in-the-hand argument, which suggests that investors see current dividends as less risky than future dividends or capital gains: “A bird in the hand is worth two in the bush.” Gordon and Lintner argue that current dividend payments reduce investor uncertainty, causing investors to discount the firm’s earnings at a lower rate and, all else being equal, to place a higher value on the firm’s stock. Conversely, if dividends are reduced or are not paid, investor uncertainty will increase, raising the required return and lowering the stock’s value.
dividend relevance theory
The theory, advanced by Gordon and Lintner, that there is a direct relationship between a firm’s dividend policy and its market value.
The belief, in support of dividend relevance theory, that investors see current dividends as less risky than future dividends or capital gains.
Modigliani and Miller argued that the bird-in-the-hand theory was a fallacy. They said that investors who want immediate cash flow from a firm that did not pay dividends could simply sell off a portion of their shares. Remember that the stock price of a firm that retains earnings should rise over time as cash builds up inside the firm. By selling a few shares every quarter or every year, investors could, according to Modigliani and Miller, replicate the same cash flow stream that they would have received if the firm had paid dividends rather than retaining earnings.
Studies have shown that large changes in dividends do affect share price. Increases in dividends result in increased share price, and decreases in dividends result in decreased share price. One interpretation of this evidence is that it is not the dividends per se that matter but rather theinformational content of dividends with respect to future earnings. In other words, investors view a change in dividends, up or down, as a signal that management expects future earnings to change in the same direction. Investors view an increase in dividends as a positive signal, and they bid up the share price. They view a decrease in dividends as a negative signal that causes investors to sell their shares, resulting in the share price decreasing.
The information provided by the dividends of a firm with respect to future earnings, which causes owners to bid up or down the price of the firm’s stock.
Another argument in support of the idea that dividends can affect the value of the firm is theagency cost theory. Recall that agency costs are costs that arise due to the separation between the firm’s owners and its managers. Managers sometimes have different interests than owners. Managers may want to retain earnings simply to increase the size of the firm’s asset base. There is greater prestige and perhaps higher compensation associated with running a larger firm. Shareholders are aware of the temptations that managers face, and they worry that retained earnings may not be invested wisely. The agency cost theory says that a firm that commits to paying dividends is reassuring shareholders that managers will not waste their money. Given this reassurance, investors will pay higher prices for firms that promise regular dividend payments.
Although many other arguments related to dividend relevance have been put forward, empirical studies have not provided evidence that conclusively settles the debate about whether and how payout policy affects firm value. As we have already said, even if dividend policy really matters, it is almost certainly less important than other decisions that financial mangers make, such as the decision to invest in a large new project or the decision about what combination of debt and equity the firm should use to finance its operations. Still, most financial managers today, especially those running large corporations, believe that payout policy can affect the value of the firm.
3. Myron J. Gordon, “Optimal Investment and Financing Policy,” Journal of Finance 18 (May 1963), pp. 264–272; and John Lintner, “Dividends, Earnings, Leverage, Stock Prices, and the Supply of Capital to Corporations,” Review of Economics and Statistics 44 (August 1962), pp. 243–269.
The firm’s dividend policy represents a plan of action to be followed whenever it makes a dividend decision. Firms develop policies consistent with their goals. Before we review some of the popular types of dividend policies, we discuss five factors that firms consider in establishing a dividend policy. They are legal constraints, contractual constraints, the firm’s growth prospects, owner considerations, and market considerations.
The firm’s plan of action to be followed whenever it makes a dividend decision.
Most states prohibit corporations from paying out as cash dividends any portion of the firm’s “legal capital,” which is typically measured by the par value of common stock. Other states define legal capital to include not only the par value of the common stock but also any paid-in capital in excess of par. These capital impairment restrictions are generally established to provide a sufficient equity base to protect creditors’ claims. An example will clarify the differing definitions of capital.
The stockholders’ equity account of Miller Flour Company, a large grain processor, is presented in the following table.
|Miller Flour Company Stockholders’ Equity|
|Common stock at par||$100,000|
|Paid-in capital in excess of par||200,000|
|Total stockholders’ equity||$440,000|
In states where the firm’s legal capital is defined as the par value of its common stock, the firm could pay out $340,000 ($200,000 + $140,000) in cash dividends without impairing its capital. In states where the firm’s legal capital includes all paid-in capital, the firm could pay out only $140,000 in cash dividends.
Firms sometimes impose an earnings requirement limiting the amount of dividends. With this restriction, the firm cannot pay more in cash dividends than the sum of its most recent and past retained earnings. However, the firm is not prohibited from paying more in dividends than its current earnings.4
4. A firm that has an operating loss in the current period can still pay cash dividends as long as sufficient retained earnings against which to charge the dividend are available and, of course, as long as it has the cash with which to make the payments.
Assume that Miller Flour Company, from the preceding example, in the year just ended has $30,000 in earnings available for common stock dividends. As the table in Example 14.4 indicates, the firm has past retained earnings of $140,000. Thus, it can legally pay dividends of up to $170,000.
If a firm has overdue liabilities or is legally insolvent or bankrupt, most states prohibit its payment of cash dividends. In addition, the Internal Revenue Service prohibits firms from accumulating earnings to reduce the owners’ taxes. If the IRS can determine that a firm has accumulated an excess of earnings to allow owners to delay paying ordinary income taxes on dividends received, it may levy an excess earnings accumulation tax on any retained earnings above $250,000 for most businesses.
excess earnings accumulation tax
The tax the IRS levies on retained earnings above $250,000 for most businesses when it determines that the firm has accumulated an excess of earnings to allow owners to delay paying ordinary income taxes on dividends received.
During the recent financial crisis, a number of financial institutions received federal financial assistance. Those firms had to agree to restrictions on dividend payments to shareholders until they repaid the money that they received from the government. Bank of America, for example, had more than 30 years of consecutive dividend increases before accepting federal bailout money. As part of its bailout, Bank of America had to cut dividends to $0.01 per share.
Often, the firm’s ability to pay cash dividends is constrained by restrictive provisions in a loan agreement. Generally, these constraints prohibit the payment of cash dividends until the firm achieves a certain level of earnings, or they may limit dividends to a certain dollar amount or percentage of earnings. Constraints on dividends help to protect creditors from losses due to the firm’s insolvency.
The firm’s financial requirements are directly related to how much it expects to grow and what assets it will need to acquire. It must evaluate its profitability and risk to develop insight into its ability to raise capital externally. In addition, the firm must determine the cost and speed with which it can obtain financing. Generally, a large, mature firm has adequate access to new capital, whereas a rapidly growing firm may not have sufficient funds available to support its acceptable projects. A growth firm is likely to have to depend heavily on internal financing through retained earnings, so it is likely to pay out only a very small percentage of its earnings as dividends. A more established firm is in a better position to pay out a large proportion of its earnings, particularly if it has ready sources of financing.
The firm must establish a policy that has a favorable effect on the wealth of the majority of owners. One consideration is the tax status of a firm’s owners. If a firm has a large percentage of wealthy stockholders who have sizable incomes, it may decide to pay out a lower percentage of its earnings to allow the owners to delay the payment of taxes until they sell the stock. Because cash dividends are taxed at the same rate as capital gains (as a result of the 2003 and 2012 Tax Acts), this strategy benefits owners through the tax deferral rather than as a result of a lower tax rate. Lower-income shareholders, however, who need dividend income, will prefer a higher payout of earnings.
A second consideration is the owners’ investment opportunities. A firm should not retain funds for investment in projects yielding lower returns than the owners could obtain from external investments of equal risk. If it appears that the owners have better opportunities externally, the firm should pay out a higher percentage of its earnings. If the firm’s investment opportunities are at least as good as similar-risk external investments, a lower payout is justifiable.
A final consideration is the potential dilution of ownership. If a firm pays out a high percentage of earnings, new equity capital will have to be raised with common stock. The result of a new stock issue may be dilution of both control and earnings for the existing owners. By paying out a low percentage of its earnings, the firm can minimize the possibility of such dilution.
One of the more recent theories proposed to explain firms’ payout decisions is called the catering theory. According to the catering theory, investors’ demands for dividends fluctuate over time. For example, during an economic boom accompanied by a rising stock market, investors may be more attracted to stocks that offer prospects of large capital gains. When the economy is in recession and the stock market is falling, investors may prefer the security of a dividend. The catering theory suggests that firms are more likely to initiate dividend payments or to increase existing payouts when investors exhibit a strong preference for dividends. Firms cater to the preferences of investors.
A theory that says firms cater to the preferences of investors, initiating or increasing dividend payments during periods in which high-dividend stocks are particularly appealing to investors.
The firm’s dividend policy must be formulated with two objectives in mind: providing for sufficient financing and maximizing the wealth of the firm’s owners. Three different dividend policies are described in the following sections. A particular firm’s cash dividend policy may incorporate elements of each.
One type of dividend policy involves use of a constant payout ratio. The dividend payout ratioindicates the percentage of each dollar earned that the firm distributes to the owners in the form of cash. It is calculated by dividing the firm’s cash dividend per share by its earnings per share. With aconstant-payout-ratio dividend policy, the firm establishes that a certain percentage of earnings is paid to owners in each dividend period.
dividend payout ratio
Indicates the percentage of each dollar earned that a firm distributes to the owners in the form of cash. It is calculated by dividing the firm’s cash dividend per share by its earnings per share.
constant-payout-ratio dividend policy
A dividend policy based on the payment of a certain percentage of earnings to owners in each dividend period.
The problem with this policy is that if the firm’s earnings drop or if a loss occurs in a given period, the dividends may be low or even nonexistent. Because dividends are often considered an indicator of the firm’s future condition and status, the firm’s stock price may be adversely affected.
Peachtree Industries, a miner of potassium, has a policy of paying out 40% of earnings in cash dividends. In periods when a loss occurs, the firm’s policy is to pay no cash dividends. Data on Peachtree’s earnings, dividends, and average stock prices for the past 6 years follow.
Dividends increased in 2013 and in 2014 but decreased in the other years. In years of decreasing dividends, the firm’s stock price dropped; when dividends increased, the price of the stock increased. Peachtree’s sporadic dividend payments appear to make its owners uncertain about the returns they can expect.
The regular dividend policy is based on the payment of a fixed-dollar dividend in each period. Often, firms that use this policy increase the regular dividend once a sustainable increase in earnings has occurred. Under this policy, dividends are almost never decreased.
regular dividend policy
A dividend policy based on the payment of a fixed-dollar dividend in each period.
The dividend policy of Woodward Laboratories, a producer of a popular artificial sweetener, is to pay annual dividends of $1.00 per share until per-share earnings have exceeded $4.00 for 3 consecutive years. At that point, the annual dividend is raised to $1.50 per share, and a new earnings plateau is established. The firm does not anticipate decreasing its dividend unless its liquidity is in jeopardy. Data for Woodward’s earnings, dividends, and average stock prices for the past 12 years follow.
Whatever the level of earnings, Woodward Laboratories paid dividends of $1.00 per share through 2012. In 2013, the dividend increased to $1.50 per share because earnings in excess of $4.00 per share had been achieved for 3 years. In 2013, the firm also had to establish a new earnings plateau for further dividend increases. Woodward Laboratories’ average price per share exhibited a stable, increasing behavior in spite of a somewhat volatile pattern of earnings.
Often, a regular dividend policy is built around a target dividend-payout ratio. Under this policy, the firm attempts to pay out a certain percentage of earnings, but rather than let dividends fluctuate, it pays a stated dollar dividend and adjusts that dividend toward the target payout as proven earnings increases occur. For instance, Woodward Laboratories appears to have a target payout ratio of around 35 percent. The payout was about 35 percent ($1.00 ÷ $2.85) when the dividend policy was set in 2004, and when the dividend was raised to $1.50 in 2013, the payout ratio was about 33 percent ($1.50 ÷ $4.60).
target dividend-payout ratio
A dividend policy under which the firm attempts to pay out a certain percentage of earnings as a stated dollar dividend and adjusts that dividend toward a target payout as proven earnings increases occur.
Some firms establish a low-regular-and-extra dividend policy, paying a low regular dividend, supplemented by an additional (“extra”) dividend when earnings are higher than normal in a given period. By calling the additional dividend an extra dividend, the firm avoids setting expectations that the dividend increase will be permanent. This policy is especially common among companies that experience cyclical shifts in earnings.
low-regular-and-extra dividend policy
A dividend policy based on paying a low regular dividend, supplemented by an additional (“extra”) dividend when earnings are higher than normal in a given period.
An additional dividend optionally paid by the firm when earnings are higher than normal in a given period.
By establishing a low regular dividend that is paid each period, the firm gives investors the stable income necessary to build confidence in the firm, and the extra dividend permits them to share in the earnings from an especially good period. Firms using this policy must raise the level of the regular dividend once proven increases in earnings have been achieved. The extra dividend should not be a regular event; otherwise, it becomes meaningless. The use of a target dividend-payout ratio in establishing the regular dividend level is advisable.
Two common transactions that bear some resemblance to cash dividends are stock dividends and stock splits. Although the stock dividends and stock splits are closely related to each other, their economic effects are quite different than those of cash dividends or share repurchases.
A stock dividend is the payment, to existing owners, of a dividend in the form of stock. Often firms pay stock dividends as a replacement for or a supplement to cash dividends. In a stock dividend, investors simply receive additional shares in proportion to the shares they already own. No cash is distributed, and no real value is transferred from the firm to investors. Instead, because the number of outstanding shares increases, the stock price declines roughly in line with the amount of the stock dividend.
The payment, to existing owners, of a dividend in the form of stock.
In an accounting sense, the payment of a stock dividend is a shifting of funds between stockholders’ equity accounts rather than an outflow of funds. When a firm declares a stock dividend, the procedures for announcement and distribution are the same as those described earlier for a cash dividend. The accounting entries associated with the payment of a stock dividend vary depending on its size. A small (ordinary) stock dividend is a stock dividend that represents less than 20 percent to 25 percent of the common stock outstanding when the dividend is declared. Small stock dividends are most common.
small (ordinary) stock dividend
A stock dividend representing less than 20 percent to 25 percent of the common stock outstanding when the dividend is declared.
The current stockholders’ equity on the balance sheet of Garrison Corporation, a distributor of prefabricated cabinets, is as shown in the following accounts.
|Preferred stock||$ 300,000|
|Common stock (100,000 shares at $4 par)||400,000|
|Paid-in capital in excess of par||600,000|
|Total stockholders’ equity||$2,000,000|
Garrison, which has 100,000 shares of common stock outstanding, declares a 10% stock dividend when the market price of its stock is $15 per share. Because 10,000 new shares (10% of 100,000) are issued at the prevailing market price of $15 per share, $150,000 ($15 per share × 10,000 shares) is shifted from retained earnings to the common stock and paid-in capital accounts. A total of $40,000 ($4 par × 10,000 shares) is added to common stock, and the remaining $110,000 [($15 − $4) × 10,000 shares] is added to the paid-in capital in excess of par. The resulting account balances are as follows:
|Preferred stock||$ 300,000|
|Common stock (110,000 shares at $4 par)||440,000|
|Paid-in capital in excess of par||710,000|
|Total stockholders’ equity||$2,000,000|
The firm’s total stockholders’ equity has not changed; funds have merely been shifted among stockholders’ equity accounts.
The shareholder receiving a stock dividend typically receives nothing of value. After the dividend is paid, the per-share value of the shareholder’s stock decreases in proportion to the dividend in such a way that the market value of his or her total holdings in the firm remains unchanged. Therefore, stock dividends are usually nontaxable. The shareholder’s proportion of ownership in the firm also remains the same, and as long as the firm’s earnings remain unchanged, so does his or her share of total earnings. (However, if the firm’s earnings and cash dividends increase when the stock dividend is issued, an increase in share value is likely to result.)
Ms. X owned 10,000 shares of Garrison Corporation’s stock. The company’s most recent earnings were $220,000, and earnings are not expected to change in the near future. Before the stock dividend, Ms. X owned 10% (10,000 shares ÷ 100,000 shares) of the firm’s stock, which was selling for $15 per share. Earnings per share were $2.20 ($220,000 ÷ 100,000 shares). Because Ms. X owned 10,000 shares, her earnings were $22,000 ($2.20 per share × 10,000 shares). After receiving the 10% stock dividend, Ms. X has 11,000 shares, which again is 10% of the ownership (11,000 shares ÷ 110,000 shares). The market price of the stock can be expected to drop to $13.64 per share [$15 × (1.00 ÷ 1.10)], which means that the market value of Ms. X’s holdings is $150,000 (11,000 shares × $13.64 per share). This is the same as the initial value of her holdings (10,000 shares × $15 per share). The future earnings per share drops to $2 ($220,000 ÷ 110,000 shares) because the same $220,000 in earnings must now be divided among 110,000 shares. Because Ms. X still owns 10% of the stock, her share of total earnings is still $22,000 ($2 per share × 11,000 shares).
In summary, if the firm’s earnings remain constant and total cash dividends do not increase, a stock dividend results in a lower per-share market value for the firm’s stock.
Stock dividends are more costly to issue than cash dividends, but certain advantages may outweigh these costs. Firms find the stock dividend to be a way to give owners something without having to use cash. Generally, when a firm needs to preserve cash to finance rapid growth, it uses a stock dividend. When the stockholders recognize that the firm is reinvesting the cash flow so as to maximize future earnings, the market value of the firm should at least remain unchanged. However, if the stock dividend is paid so as to retain cash to satisfy past-due bills, a decline in market value may result.
Although not a type of dividend, stock splits have an effect on a firm’s share price similar to that of stock dividends. A stock split is a method commonly used to lower the market price of a firm’s stock by increasing the number of shares belonging to each shareholder. In a 2-for-1 split, for example, two new shares are exchanged for each old share, with each new share being worth half the value of each old share. A stock split has no effect on the firm’s capital structure and is usually nontaxable.
A method commonly used to lower the market price of a firm’s stock by increasing the number of shares belonging to each shareholder.
Quite often, a firm believes that its stock is priced too high and that lowering the market price will enhance trading activity. Stock splits are often made prior to issuing additional stock to enhance that stock’s marketability and stimulate market activity. It is not unusual for a stock split to cause a slight increase in the market value of the stock, attributable to its informational content and because total dividends paid commonly increase slightly after a split.5
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Delphi Company, a forest products concern, had 200,000 shares of $2-par-value common stock and no preferred stock outstanding. Because the stock is selling at a high market price, the firm has declared a 2-for-1 stock split. The total before- and after-split stockholders’ equity is shown in the following table.
||After 2-for-1 split
|Common stock||Common stock|
|(200,000 shares at $2 par)||$ 400,000||(400,000 shares at $1 par)||$ 400,000|
|Paid-in capital in excess of par||4,000,000||Paid-in-capital in excess of par||4,000,000|
|Retained earnings||2,000,000||Retained earnings||2,000,000|
|Total stockholders’ equity||$6,400,000||Total stockholders’ equity||$6,400,000|
The insignificant effect of the stock split on the firm’s books is obvious.
Stock can be split in any way desired. Sometimes a reverse stock split is made: The firm exchanges a certain number of outstanding shares for one new share. For example, in a 1-for-3 split, one new share is exchanged for three old shares. In a reverse stock split, the firm’s stock price rises due to the reduction in shares outstanding. Firms may conduct a reverse split if their stock price is getting so low that the exchange where the stock trades threatens to delist the stock. For example, the New York Stock Exchange requires that the average closing price of a listed security must be no less than $1 over any consecutive 30-day trading period. In June 2010, the video chain Blockbuster asked shareholders to approve a reverse stock split to prevent the NYSE from delisting Blockbuster’s stock. Shareholders didn’t approve the measure, and the NYSE delisted Blockbuster stock the following month.
reverse stock split
A method used to raise the market price of a firm’s stock by exchanging a certain number of outstanding shares for one new share.
5. Eugene F. Fama, Lawrence Fisher, Michael C. Jensen, and Richard Roll, “The Adjustment of Stock Prices to New Information,” International Economic Review 10 (February 1969), pp. 1–21, found that the stock price increases before the split announcement and that the increase in stock price is maintained if dividends per share are increased but is lost if dividends per share are not increased, following the split.
Shakira Washington, a single investor in the 25% federal income tax bracket, owns 260 shares of Advanced Technology, Inc., common stock. She originally bought the stock 2 years ago at its initial public offering (IPO) price of $9 per share. The stock of this fast-growing technology company is currently trading for $60 per share, so the current value of her Advanced Technology stock is $15,600 (260 shares × $60 per share). Because the firm’s board believes that the stock would trade more actively in the $20 to $30 price range, it just announced a 3-for-1 stock split. Shakira wishes to determine the impact of the stock split on her holdings and taxes.
Because the stock will split 3 for 1, after the split Shakira will own 780 shares (3 × 260 shares). She should expect the market price of the stock to drop to $20 (1/3 × $60) immediately after the split; the value of her after-split holding will be $15,600 (780 shares × $20 per share). Because the $15,600 value of her after-split holdings in Advanced Technology stock exactly equals the before-split value of $15,600, Shakira has experienced neither a gain nor a loss on the stock as a result of the 3-for-1 split. Even if there were a gain or loss attributable to the split, Shakira would not have any tax liability unless she actually sold the stock and realized that (or any other) gain or loss.
Payout policy refers to the cash flows that a firm distributes to its common stockholders. A share of common stock gives its owner the right to receive all future dividends. The present value of all those future dividends expected over a firm’s assumed infinite life determines the firm’s stock value.
Corporate payouts not only represent cash flows to shareholders but also contain useful information about the firm’s current and future performance. Such information affects the shareholders’ perception of the firm’s risk. A firm can also pay stock dividends, initiate stock splits, or repurchase stock. All these dividend-related actions can affect the firm’s risk, return, and value as a result of their cash flows and informational content.
Although the theory of relevance of dividends is still evolving, the behavior of most firms and stockholders suggests that dividend policy affects share prices. Therefore, financial managers try to develop and implement dividend policy that is consistent with the firm’s goal of maximizing stock price.
LG 1 Understand cash payout procedures, their tax treatment, and the role of dividend reinvestment plans. The board of directors makes the cash payout decision and, for dividends, establishes the record and payment dates. As a result of tax-law changes in 2003 and 2012, most taxpayers pay taxes on corporate dividends at a maximum rate of 5 percent to 15 percent, depending on the taxpayer’s tax bracket. Some firms offer dividend reinvestment plans that allow stockholders to acquire shares in lieu of cash dividends.
LG 2 Describe the residual theory of dividends and the key arguments with regard to dividend irrelevance and relevance. The residual theory suggests that dividends should be viewed as the earnings left after all acceptable investment opportunities have been undertaken. Miller and Modigliani argue in favor of dividend irrelevance, using a perfect world in which market imperfections such as transaction costs and taxes do not exist. Gordon and Lintner advance the theory of dividend relevance, basing their argument on the uncertainty-reducing effect of dividends, supported by their bird-in-the-hand argument. Empirical studies fail to provide clear support of dividend relevance. Even so, the actions of financial managers and stockholders tend to support the belief that dividend policy does affect stock value.
LG 3 Discuss the key factors involved in establishing a dividend policy. A firm’s dividend policy should provide for sufficient financing and maximize stockholders’ wealth. Dividend policy is affected by legal and contractual constraints, by growth prospects, and by owner and market considerations. Legal constraints prohibit corporations from paying out as cash dividends any portion of the firm’s “legal capital,” nor can firms with overdue liabilities and legally insolvent or bankrupt firms pay cash dividends. Contractual constraints result from restrictive provisions in the firm’s loan agreements. Growth prospects affect the relative importance of retaining earnings rather than paying them out in dividends. The tax status of owners, the owners’ investment opportunities, and the potential dilution of ownership are important owner considerations. Finally, market considerations are related to the stockholders’ preference for the continuous payment of fixed or increasing streams of dividends.
LG 4 Review and evaluate the three basic types of dividend policies. With a constant-payout-ratio dividend policy, the firm pays a fixed percentage of earnings to the owners each period; dividends move up and down with earnings, and no dividend is paid when a loss occurs. Under a regular dividend policy, the firm pays a fixed-dollar dividend each period; it increases the amount of dividends only after a proven increase in earnings. The low-regular-and-extra dividend policy is similar to the regular dividend policy except that it pays an extra dividend when the firm’s earnings are higher than normal.
LG 5 Evaluate stock dividends from accounting, shareholder, and company points of view. Firms may pay stock dividends as a replacement for or supplement to cash dividends. The payment of stock dividends involves a shifting of funds between capital accounts rather than an outflow of funds. Stock dividends do not change the market value of stockholders’ holdings, proportion of ownership, or share of total earnings. Therefore, stock dividends are usually nontaxable. However, stock dividends may satisfy owners and enable the firm to preserve its market value without having to use cash.
LG 6 Explain stock splits and the firm’s motivation for undertaking them. Stock splits are used to enhance trading activity of a firm’s shares by lowering or raising their market price. A stock split merely involves accounting adjustments; it has no effect on the firm’s cash or on its capital structure and is usually nontaxable.
To retire outstanding shares, firms can repurchase stock in lieu of paying a cash dividend. Reducing the number of outstanding shares increases earnings per share and the market price per share. Stock repurchases also defer the tax payments of stockholders.
The chapter opener described Whirlpool’s decision to dramatically increase its dividend in early 2013 to $0.625 per share. When it made that announcement, Whirlpool indicated that the date of record for the dividend would be Friday, May 17, and that the payment date would be Saturday, June 15. When would you expect the stock to go ex dividend? The market price of Whirlpool stock just before the ex dividend date was $129. Immediately after the stock went ex dividend, the market price was $129.67. Is that price change surprising? Calculate the return that an investor might have earned if she had purchased the stock before the ex dividend date, sold the stock immediately afterward, and received the dividend a few weeks later.
(Solutions in Appendix)
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|Common stock (350,000 shares at $3 par)||$1,050,000|
|Paid-in capital in excess of par||2,500,000|
|Total stockholders’ equity||$4,300,000|
Assuming that state laws define legal capital solely as the par value of common stock, how much of a per-share dividend can Ashkenazi pay? If legal capital were more broadly defined to include all paid-in capital, how much of a per-share dividend could Ashkenazi pay?
Based on Kopi’s historical dividend payout ratio, discuss whether a constant payout ratio of 60% would benefit shareholders.
|Common stock (50,000 shares at $3 par)||$150,000|
|Paid-in capital in excess of par||250,000|
|Total stockholders’ equity||$850,000|
Hilo has announced plans to issue an additional 5,000 shares of common stock as part of its stock dividend plan. The current market price of Hilo’s common stock is $20 per share. Show how the proposed stock dividend would affect the stockholder’s equity account.
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|Cash||$500,000||Dividends payable||$ 0|
You have decided to respond by sending the stockholder the best information available to you.
|Common stock (400,000 shares at $4 par)||$1,600,000|
|Paid-in capital in excess of par||1,000,000|
|Total stockholders’ equity||$4,500,000|
The earnings available for common stockholders from this period’s operations are $100,000, which have been included as part of the $1.9 million retained earnings.
|Year||Earnings per share|
|Year||Earnings per share|
|Common stock (10,000 shares at $2 par)||20,000|
|Paid-in capital in excess of par||280,000|
|Total stockholders’ equity||$500,000|
|Preferred stock||$ 100,000|
|Common stock (400,000 shares at $1 par)||400,000|
|Paid-in capital in excess of par||200,000|
|Total stockholders’ equity||$1,020,000|
|Preferred stock||$ 400,000|
|Common stock (600,000 shares at $3 par)||1,800,000|
|Paid-in capital in excess of par||200,000|
|Total stockholders’ equity||$3,200,000|
Answer the following questions about the impact of the stock split on his holdings and taxes. Nathan is in the 28% federal income tax bracket.
LG 5 LG 6
|Preferred stock||$ 1,000,000|
|Common stock (100,000 shares at $3 par)||300,000|
|Paid-in capital in excess of par||1,700,000|
|Total stockholders’ equity||$13,000,000|
LG 5 LG 6
|Preferred stock||$ 0|
|Common stock (100,000 shares at $1 par)||100,000|
|Paid-in capital in excess of par||900,000|
|Total stockholders’ equity||$1,700,000|
|Price per share||$30.00|
|Earnings per share||$3.60|
|Dividend per share||$1.08|
|Earnings available for common stockholders||$800,000|
|Number of shares of common stock outstanding||400,000|
|Earnings per share ($800,000 ÷ 400,000)||$2|
|Market price per share||$20|
|Price/earnings (P/E) ratio ($20 ÷ $2)||10|
The firm is currently considering whether it should use $400,000 of its earnings to pay cash dividends of $1 per share or to repurchase stock at $21 per share.
|Earnings available for common stockholders||$1,260,000||$1,200,000|
|Number of shares outstanding||300,000||300,000|
|Earnings per share||$4.20||$4.00|
|Market price per share||$23.50||$20.00|
One way to lower the market price of a firm’s stock is via a stock split. Rock-O Corporation finds itself in a different situation: Its stock has been selling at relatively low prices. To increase the market price of the stock, the company chooses to use a reverse stock split of 2-for-3.
The company currently has 700,000 common shares outstanding and no preferred stock. The common stock carries a par value of $1. At this time, the paid-in capital in excess of par is $7,000,000, and the firm’s retained earnings are $3,500,000.
Create a spreadsheet to determine the following:
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O’Grady Apparel Company was founded nearly 160 years ago when an Irish merchant named Garrett O’Grady landed in Los Angeles with an inventory of heavy canvas, which he hoped to sell for tents and wagon covers to miners headed for the California goldfields. Instead, he turned to the sale of harder-wearing clothing.
Today, O’Grady Apparel Company is a small manufacturer of fabrics and clothing whose stock is traded in the OTC market. In 2015, the Los Angeles–based company experienced sharp increases in both domestic and European markets resulting in record earnings. Sales rose from $15.9 million in 2014 to $18.3 million in 2015 with earnings per share of $3.28 and $3.84, respectively.
European sales represented 29% of total sales in 2015, up from 24% the year before and only 3% in 2010, 1 year after foreign operations were launched. Although foreign sales represent nearly one-third of total sales, the growth in the domestic market is expected to affect the company most markedly. Management expects sales to surpass $21 million in 2016, and earnings per share are expected to rise to $4.40. (Selected income statement items are presented in Table 1.)
Because of the recent growth, Margaret Jennings, the corporate treasurer, is concerned that available funds are not being used to their fullest potential. The projected $1,300,000 of internally generated 2016 funds is expected to be insufficient to meet the company’s expansion needs. Management has set a policy of maintaining the current capital structure proportions of 25% long-term debt, 10% preferred stock, and 65% common stock equity for at least the next 3 years. In addition, it plans to continue paying out 40% of its earnings as dividends. Total capital expenditures are yet to be determined.
Jennings has been presented with several competing investment opportunities by division and product managers. However, because funds are limited, choices of which projects to accept must be made. A list of investment opportunities is shown in Table 2. To analyze the effect of the increased financing requirements on the weighted average cost of capital (WACC), Jennings contacted a leading investment banking firm that provided the financing cost data given in Table 3. O’Grady is in the 40% tax bracket.
|Selected Income Statement Items|
|Net profits after taxes||$1,520,000||$1,750,000||$2,020,000||$2,323,000|
|Earnings per share (EPS)||2.88||3.28||3.84||4.40|
|Dividends per share||1.15||1.31||1.54||1.76|
|Investment opportunity||Internal rate of return (IRR)||Initial investment|
|Financing Cost Data|
|Long-term debt: The firm can raise $700,000 of additional debt by selling 10-year, $1,000, 12% annual interest rate bonds to net $970 after flotation costs. Any debt in excess of $700,000 will have a before-tax cost, rd, of 18%.
Preferred stock: Preferred stock, regardless of the amount sold, can be issued with a $60 par value and a 17% annual dividend rate. It will net $57 per share after flotation costs.
Common stock equity: The firm expects its dividends and earnings to continue to grow at a constant rate of 15% per year. The firm’s stock is currently selling for $20 per share. The firm expects to have $1,300,000 of available retained earnings. Once the retained earnings have been exhausted, the firm can raise additional funds by selling new common stock, netting $16 per share after underpricing and flotation costs.
|Source of capital||Range of new financing||After-tax cost (%)|
|$700,000 and above||_________|
|Preferred stock||$0 and above||_________|
|Common stock equity||$0–$1,300,000||_________|
|$1,300,000 and above||_________|