18.1 Different Types of Dividend
The term dividend
usually refers to a cash distribution of earnings. If a distribution is
made from sources other than current or accumulated retained earnings,
the term distribution rather than dividend is used. However, it is acceptable to refer to a distribution from earnings as a dividend and a distribution from capital as a liquidating dividend. More generally, any direct payment by the corporation to shareholders may be considered part of dividend policy.
The most common type of dividend is in the form of cash. Public companies usually pay regular cash dividends twice or four times a year. Sometimes firms will pay a regular cash dividend and an extra cash dividend. Paying a cash dividend reduces corporate cash and retained earnings - except in the case of a liquidating dividend (where paid-in capital may be reduced).
Another type of dividend is paid out in shares of equity. This dividend is referred to as a stock dividend. It is not a true dividend, because no cash leaves the firm. Rather, a stock dividend increases the number of shares outstanding, thereby reducing the value of each share. A stock dividend is commonly expressed as a ratio: for example, with a 2 per cent stock dividend a shareholder receives 1 new share for every 50 currently owned.
When a firm declares a stock split, it increases the number of shares outstanding. Because each share is now entitled to a smaller percentage of the firm’s cash flow, the share price should fall. For example, if the managers of a firm whose equity is selling at 90 rand declare a 3:1 stock split, the price of a share of equity should fall to about 30 rand. A stock split strongly resembles a stock dividend except that it is usually much larger.
The most common type of dividend is in the form of cash. Public companies usually pay regular cash dividends twice or four times a year. Sometimes firms will pay a regular cash dividend and an extra cash dividend. Paying a cash dividend reduces corporate cash and retained earnings - except in the case of a liquidating dividend (where paid-in capital may be reduced).
Another type of dividend is paid out in shares of equity. This dividend is referred to as a stock dividend. It is not a true dividend, because no cash leaves the firm. Rather, a stock dividend increases the number of shares outstanding, thereby reducing the value of each share. A stock dividend is commonly expressed as a ratio: for example, with a 2 per cent stock dividend a shareholder receives 1 new share for every 50 currently owned.
When a firm declares a stock split, it increases the number of shares outstanding. Because each share is now entitled to a smaller percentage of the firm’s cash flow, the share price should fall. For example, if the managers of a firm whose equity is selling at 90 rand declare a 3:1 stock split, the price of a share of equity should fall to about 30 rand. A stock split strongly resembles a stock dividend except that it is usually much larger.
18.2 Standard Method of Cash Dividend Payment
p. 489The decision to pay a
dividend rests in the hands of the board of directors of the
corporation. A dividend is distributable to shareholders of record on a
specific date. When a dividend has been declared, it becomes a liability
of the firm and cannot be easily rescinded by the corporation. The
amount of dividend is expressed as pounds/euros/currency per share (dividend per share), as a percentage of the market price (dividend yield), or as a percentage of earnings per share (dividend payout).
The mechanics of a dividend payment can be illustrated by the example in Fig. 18.1 and the following chronology:
p. 490This is illustrated in Fig. 18.2.
The amount of the price drop may depend on tax rates. For example, consider the case with no capital gains taxes. On the day before an equity goes ex-dividend, a purchaser must decide either (a) to buy the shares immediately and pay tax on the forthcoming dividend, or (b) to buy the shares tomorrow, thereby missing the dividend. If all investors are in the 25 per cent bracket and the dividend is £1, the share price should fall by £0.75 on the ex-dividend date. That is, if the share price falls by this amount on the ex-dividend date, purchasers will receive the same return from either strategy.
As an example of the price drop on the ex-dividend date, consider an extraordinary dividend paid by Microsoft in 2004. The shares went ex dividend on 15 November 2004 with a total dividend of $3.08 per share, consisting of a $3 special dividend and a $0.08 regular dividend. The following share price chart shows the price of Microsoft shares on each of the four days prior to the ex-dividend date and on the ex-dividend date:
The shares closed at $29.97 on 12 November (a Friday) and opened at $27.34 on 15 November, a drop of $2.63. With a 15 per cent tax rate on dividends we would have expected a drop of $2.62, and the actual price drop was almost exactly that amount.
The mechanics of a dividend payment can be illustrated by the example in Fig. 18.1 and the following chronology:
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- Declaration date: On 15 January (the declaration date) the board of directors passes a resolution to pay a dividend of £1 per share on 16 February to all holders of record on 30 January.
- Date of record: The corporation prepares a list on 30 January of all individuals believed to be shareholders as of this date. The word believed is important here: the dividend will not be paid to individuals whose notification of purchase is received by the company after 30 January.
- Ex-dividend date: The procedure for the date of record would be unfair if efficient brokerage houses could notify the corporation by 30 January of a trade occurring on 29 January, whereas the same trade might not reach the corporation until 2 February if executed by a less efficient house. To eliminate this problem, all brokerage firms entitle shareholders to receive the dividend if they purchased the equity three business days before the date of record. The second day before the date of record, which is Wednesday 28 January in our example, is called the ex-dividend date. Before this date the shares are said to trade cum dividend.
- Date of payment: The dividend cheques are mailed to the shareholders on 16 February.
 |
p. 490This is illustrated in Fig. 18.2.
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The amount of the price drop may depend on tax rates. For example, consider the case with no capital gains taxes. On the day before an equity goes ex-dividend, a purchaser must decide either (a) to buy the shares immediately and pay tax on the forthcoming dividend, or (b) to buy the shares tomorrow, thereby missing the dividend. If all investors are in the 25 per cent bracket and the dividend is £1, the share price should fall by £0.75 on the ex-dividend date. That is, if the share price falls by this amount on the ex-dividend date, purchasers will receive the same return from either strategy.
As an example of the price drop on the ex-dividend date, consider an extraordinary dividend paid by Microsoft in 2004. The shares went ex dividend on 15 November 2004 with a total dividend of $3.08 per share, consisting of a $3 special dividend and a $0.08 regular dividend. The following share price chart shows the price of Microsoft shares on each of the four days prior to the ex-dividend date and on the ex-dividend date:
 |
The shares closed at $29.97 on 12 November (a Friday) and opened at $27.34 on 15 November, a drop of $2.63. With a 15 per cent tax rate on dividends we would have expected a drop of $2.62, and the actual price drop was almost exactly that amount.
p. 491A powerful argument can be
made that dividend policy does not matter. This will be illustrated with
the Bristol Corporation. Bristol is an all-equity firm started 10 years
ago. The current financial managers know at the present time (date 0)
that the firm will dissolve in one year (date 1). At date 0 the managers
are able to forecast cash flows with perfect certainty. The managers
know that the firm will receive a cash flow of £10,000 immediately and
another £10,000 next year. Bristol has no additional positive NPV
projects.
where Div0 and Div1 are the cash flows paid out in dividends, and RS is the discount rate. The first dividend is not discounted because it will be paid immediately.
Assuming RS = 10 per cent, the value of the firm is
If 1,000 shares are outstanding, the value of each share is
To simplify the example, we assume that the ex-dividend date is the same as the date of payment. After the imminent dividend is paid, the share price will immediately fall to £9.09 (= £19.09 - £10). Several members of Bristol’s board have expressed dissatisfaction with the current dividend policy and have asked you to analyse an alternative policy.
The present value of the dividends per share is therefore
Students often find it instructive to determine the price at which the new equity is issued. Because the new shareholders are not entitled to the immediate dividend, they would pay £8.09 (= £8.90/1.1) per share. Thus 123.61 (= £1,000/£8.09) new shares are issued.
This illustration is based on the pioneering work of Miller and Modigliani (MM). Although our presentation is in the form of a numerical example, the MM paper proves that investors are indifferent to dividend policy in a more general setting.
p. 493Suppose individual investor X prefers dividends per share of £10 at both dates 0 and 1. Would she be disappointed when informed that the firm’s management is adopting the alternative dividend policy (dividends of £11 and £8.90 on the two dates, respectively)? Not necessarily: she could easily reinvest the £1 of unneeded funds received on date 0, yielding an incremental return of £1.10 at date 1. Thus she would receive her desired net cash flow of £11 - £1 = £10 at date 0 and £8.90 + £1.10 = £10 at date 1.
Conversely, imagine investor Z preferring £11 of cash flow at date 0 and £8.90 of cash flow at date 1, who finds that management will pay dividends of £10 at both dates 0 and 1. He can sell off shares of equity at date 0 to receive the desired amount of cash flow. That is, if he sells off shares (or fractions of shares) at date 0 totalling £1, his cash flow at date 0 becomes £10 + £1 = £11. Because a £1 sale of shares at date 0 will reduce his dividends by £1.10 at date 1, his net cash flow at date 1 would be £10 - £1.10 = £8.90.
The example illustrates how investors can make homemade dividends. In this instance, corporate dividend policy is being undone by a potentially dissatisfied shareholder. This homemade dividend is illustrated by Fig. 18.4. Here the firm’s cash flows of £10 per share at both dates 0 and 1 are represented by point A. This point also represents the initial dividend payout. However, as we just saw, the firm could alternatively pay out £11 per share at date 0 and £8.90 per share at date 1, a strategy represented by point B. Similarly, by either issuing new equity or buying back old equity, the firm could achieve a dividend payout represented by any point on the diagonal line.
The previous paragraph describes the choices available to the managers of the firm. The same diagonal line also represents the choices available to the shareholder. For example, if the shareholder receives a per-share dividend distribution of (£11, £8.90), he or she can either reinvest some of the dividends to move down and to the right on the graph, or sell off shares of equity and move up and to the left.
The implications of the graph can be summarized in two sentences:
p. 494
The second statement is understandable once we realize that dividend policy cannot raise the dividend per share at one date while holding the dividend level per share constant at all other dates. Rather, dividend policy merely establishes the trade-off between dividends at one date and dividends at another date. As we saw in Fig. 18.4, an increase in date 0 dividends can be accomplished only by a decrease in date 1 dividends. The extent of the decrease is such that the present value of all dividends is not affected.
Thus, in this simple world, dividend policy does not matter. That is, managers choosing either to raise or to lower the current dividend do not affect the current value of their firm. This theory is powerful, and the work of MM is generally considered a classic in modern finance. With relatively few assumptions, a rather surprising result is shown to be perfectly true. Nevertheless, because we want to examine many real-world factors ignored by MM, their work is only a starting point in this chapter’s discussion of dividends. Later parts of this chapter investigate these real-world considerations.
What about reducing capital expenditures to increase dividends? Earlier chapters show that a firm should accept all positive net present value projects. To do otherwise would reduce the value of the firm. Thus we have an important point:
Firms should never give up a positive NPV project to increase a dividend (or to pay a dividend for the first time).
This idea was implicitly considered by Miller and Modigliani. One of the assumptions under-lying their dividend irrelevance proposition was this: ‘The investment policy of the firm is set ahead of time and is not altered by changes in dividend policy.’
As later sections will show, there is always more to real life than theory predicts.
Current Policy: Dividends Set Equal to Cash Flow
At the present time, dividends (Div) at each date are set equal to the cash flow of £10,000. The value of the firm can be calculated by discounting these dividends. This value is expressed as |
where Div0 and Div1 are the cash flows paid out in dividends, and RS is the discount rate. The first dividend is not discounted because it will be paid immediately.
Assuming RS = 10 per cent, the value of the firm is
 |
If 1,000 shares are outstanding, the value of each share is
 |
To simplify the example, we assume that the ex-dividend date is the same as the date of payment. After the imminent dividend is paid, the share price will immediately fall to £9.09 (= £19.09 - £10). Several members of Bristol’s board have expressed dissatisfaction with the current dividend policy and have asked you to analyse an alternative policy.
Alternative Policy: Initial Dividend Is Greater than Cash Flow
Another policy is for the firm to pay a dividend of £11 per share immediately, which is, of course, a total dividend payout of £11,000. Because the cash runoff is only £10,000, the extra £1,000 must be raised in one of a few ways. Perhaps the simplest would be to issue £1,000 of bonds or equity now (at date 0). Assume that equity is issued, and the new shareholders will desire enough cash flow at date 1 to let them earn the required 10 per cent return on their date 0 investment. The new shareholders will demand £1,100 of the date 1 cash flow, leaving only £8,900 to the old shareholders. The dividends to the old shareholders will be these: |
The present value of the dividends per share is therefore
 |
Students often find it instructive to determine the price at which the new equity is issued. Because the new shareholders are not entitled to the immediate dividend, they would pay £8.09 (= £8.90/1.1) per share. Thus 123.61 (= £1,000/£8.09) new shares are issued.
The Indifference Proposition
p. 492Note that the values in Eqs (18.1) and (18.2) are equal. This leads to the initially surprising conclusion that the change in dividend policy did not affect the value of a share of equity. However, on reflection, the result seems sensible. The new shareholders are parting with their money at date 0 and receiving it back with the appropriate return at date 1. In other words, they are taking on a zero NPV investment. As illustrated in Fig. 18.3, old shareholders are receiving additional funds at date 0 but must pay the new shareholders their money with the appropriate return at date 1. Because the old shareholders must pay back principal plus the appropriate return, the act of issuing new equity at date 0 will not increase or decrease the value of the old shareholders’ holdings. That is, they are giving up a zero NPV investment to the new shareholders. An increase in dividends at date 0 leads to the necessary reduction of dividends at date 1, so the value of the old shareholders’ holdings remains unchanged.
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This illustration is based on the pioneering work of Miller and Modigliani (MM). Although our presentation is in the form of a numerical example, the MM paper proves that investors are indifferent to dividend policy in a more general setting.
Homemade Dividends
To illustrate the indifference investors have towards dividend policy in our example, we used present value equations. An alternative and perhaps more intuitively appealing explanation avoids the mathematics of discounted cash flows.p. 493Suppose individual investor X prefers dividends per share of £10 at both dates 0 and 1. Would she be disappointed when informed that the firm’s management is adopting the alternative dividend policy (dividends of £11 and £8.90 on the two dates, respectively)? Not necessarily: she could easily reinvest the £1 of unneeded funds received on date 0, yielding an incremental return of £1.10 at date 1. Thus she would receive her desired net cash flow of £11 - £1 = £10 at date 0 and £8.90 + £1.10 = £10 at date 1.
Conversely, imagine investor Z preferring £11 of cash flow at date 0 and £8.90 of cash flow at date 1, who finds that management will pay dividends of £10 at both dates 0 and 1. He can sell off shares of equity at date 0 to receive the desired amount of cash flow. That is, if he sells off shares (or fractions of shares) at date 0 totalling £1, his cash flow at date 0 becomes £10 + £1 = £11. Because a £1 sale of shares at date 0 will reduce his dividends by £1.10 at date 1, his net cash flow at date 1 would be £10 - £1.10 = £8.90.
The example illustrates how investors can make homemade dividends. In this instance, corporate dividend policy is being undone by a potentially dissatisfied shareholder. This homemade dividend is illustrated by Fig. 18.4. Here the firm’s cash flows of £10 per share at both dates 0 and 1 are represented by point A. This point also represents the initial dividend payout. However, as we just saw, the firm could alternatively pay out £11 per share at date 0 and £8.90 per share at date 1, a strategy represented by point B. Similarly, by either issuing new equity or buying back old equity, the firm could achieve a dividend payout represented by any point on the diagonal line.
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The previous paragraph describes the choices available to the managers of the firm. The same diagonal line also represents the choices available to the shareholder. For example, if the shareholder receives a per-share dividend distribution of (£11, £8.90), he or she can either reinvest some of the dividends to move down and to the right on the graph, or sell off shares of equity and move up and to the left.
The implications of the graph can be summarized in two sentences:
- By varying dividend policy, managers can achieve any payout along the diagonal line in Fig. 18.4.
- Either by reinvesting excess dividends at date 0 or by selling off shares of equity at this date, an individual investor can achieve any net cash payout along the diagonal line.
p. 494
A Test
You can test your knowledge of this material by examining these true statements:- Dividends are relevant.
- Dividend policy is irrelevant.
The second statement is understandable once we realize that dividend policy cannot raise the dividend per share at one date while holding the dividend level per share constant at all other dates. Rather, dividend policy merely establishes the trade-off between dividends at one date and dividends at another date. As we saw in Fig. 18.4, an increase in date 0 dividends can be accomplished only by a decrease in date 1 dividends. The extent of the decrease is such that the present value of all dividends is not affected.
Thus, in this simple world, dividend policy does not matter. That is, managers choosing either to raise or to lower the current dividend do not affect the current value of their firm. This theory is powerful, and the work of MM is generally considered a classic in modern finance. With relatively few assumptions, a rather surprising result is shown to be perfectly true. Nevertheless, because we want to examine many real-world factors ignored by MM, their work is only a starting point in this chapter’s discussion of dividends. Later parts of this chapter investigate these real-world considerations.
Dividends and Investment Policy
The preceding argument shows that an increase in dividends through issuance of new shares neither helps nor hurts the shareholders. Similarly, a reduction in dividends through share repurchases neither helps nor hurts shareholders.What about reducing capital expenditures to increase dividends? Earlier chapters show that a firm should accept all positive net present value projects. To do otherwise would reduce the value of the firm. Thus we have an important point:
Firms should never give up a positive NPV project to increase a dividend (or to pay a dividend for the first time).
This idea was implicitly considered by Miller and Modigliani. One of the assumptions under-lying their dividend irrelevance proposition was this: ‘The investment policy of the firm is set ahead of time and is not altered by changes in dividend policy.’
As later sections will show, there is always more to real life than theory predicts.
18.4 Share Repurchases
p. 495Instead of paying dividends,
a firm may use cash to repurchase shares of its own equity. Share
repurchases have taken on increased importance in recent years. Consider
Fig. 18.5,
which shows the average ratios of dividends to earnings, repurchases to
earnings, and total payout (both dividends and repurchases) to earnings
for US industrial firms over the years from 1984 to 2004. As can be
seen, the ratio of repurchases to earnings was far less than the ratio
of dividends to earnings in the early years. However, the ratio of
repurchases to earnings exceeded the ratio of dividends to earnings by
1998. This trend reversed after 1999, with the ratio of repurchases to
earnings falling slightly below the ratio of dividends to earnings by
2004.
Across Europe the pattern is historically quite different, most notably because share re-purchases were not common, and in several cases were illegal, on the continent and the UK. For example, Ferris, Sen and Yui1 show that, in 2002, less than 1 per cent of all British firms repurchased shares. Similarly, Rau and Vermaelen2 report that although the level of British repurchases is low, the activity was significantly more common in the UK than in the rest of Europe combined. However, in recent years the pattern has shifted significantly, and by 2005 share repurchases were over half the value of all cash dividends in the European Union.3 Table 18.1 shows the trend in share repurchases over the period 1989 to 2005. It is clear that, in all countries, share repurchases have become a much more important part of payout policy since 1999.
Share repurchases are typically accomplished in one of three ways. First, companies may simply purchase their own equity, just as anyone would buy shares of a particular company. In these open market purchases the firm does not reveal itself as the buyer. Thus the seller does not know whether the shares were sold back to the firm or to just another investor.
Second, the firm could institute a tender offer. Here, the firm announces to all of its shareholders that it is willing to buy a fixed number of shares at a specific price. For example, suppose Arts and Crafts (A&C) NV has 1 million shares outstanding, with a share price of €50. The firm makes a tender offer to buy back 300,000 shares at €60 per share. A&C chooses a price above €50 to induce shareholders to sell - that is, tender - their shares. In fact, if the tender price is set high enough, shareholders may want to sell more than the 300,000 shares. In the extreme case where all outstanding shares are tendered, A&C will buy back 3 out of every 10 shares that a shareholder has.
p. 496Finally, firms may repurchase shares from specific individual shareholders, a procedure called a targeted repurchase. For example, suppose International Biotechnology AB purchased approximately 10 per cent of the outstanding shares of Prime Robotics Ltd (P-R Ltd) in April at around SKr38 per share. At that time, International Biotechnology announced to the Stockholm Stock Exchange that it might eventually try to take control of P-R Ltd. In May, P-R Ltd repurchased International Biotechnology holdings at SKr48 per share, well above the market price at that time. This offer was not extended to other shareholders.
p. 497Companies engage in targeted repurchases for a variety of reasons. In some rare cases a single large shareholder can be bought out at a price lower than that in a tender offer. The legal fees in a targeted repurchase may also be lower than those in a more typical buyback. In addition, the shares of large shareholders are often repurchased to avoid a takeover unfavourable to management.
We now consider an example of a repurchase presented in the theoretical world of a perfect capital market. We next discuss real-world factors involved in the repurchase decision.
Alternatively, the firm could use the excess cash to repurchase some of its own equity. Imagine that a tender offer of £30 a share is made. Here, 10,000 shares are repurchased so that the total number of shares remaining is 90,000. With fewer shares outstanding, the earnings per share will rise to £5 (= £450,000/90,000). The price–earnings ratio remains at 6 because both the business and financial risks of the firm are the same in the repurchase case as they were in the dividend case. Thus the price of a share after the repurchase is £30 (= £5 × 6). These results are presented in the bottom half of Table 18.2.
If commissions, taxes and other imperfections are ignored in our example, the shareholders are indifferent between a dividend and a repurchase. With dividends each shareholder owns a share worth £27 and receives £3 in dividends, so that the total value is £30. This figure is the same as both the amount received by the selling shareholders and the value of the equity for the remaining shareholders in the repurchase case.
This example illustrates the important point that, in a perfect market, the firm is indifferent between a dividend payment and a share repurchase. This result is quite similar to the indifference propositions established by MM for debt versus equity financing and for dividends versus capital gains.
p. 498You may often read in the popular financial press that a repurchase agreement is beneficial because earnings per share increase. Earnings per share do rise for Telephonic Industries if a repurchase is substituted for a cash dividend: the EPS is £4.50 after a dividend and £5 after the repurchase. This result holds because the drop in shares after a repurchase implies a reduction in the denominator of the EPS ratio.
However, the financial press frequently places undue emphasis on EPS figures in a repurchase agreement. Given the irrelevance propositions we have discussed, the increase in EPS here is not beneficial. Table 18.2 shows that, in a perfect capital market, the total value to the shareholder is the same under the dividend payment strategy as under the repurchase strategy.
1. Flexibility Firms often view dividends as a commitment to their shareholders, and are quite hesitant to reduce an existing dividend. Repurchases do not represent a similar commitment. Thus a firm with a permanent increase in cash flow is likely to increase its dividend. Conversely, a firm whose cash flow increase is only temporary is likely to repurchase shares of equity.
2. Executive Compensation Executives are frequently given share options as part of their overall compensation. Let’s revisit the Telephonic Industries example of Table 18.2, where the firm’s equity was selling at £30 when the firm was considering either a dividend or a repurchase. Further imagine that Telephonic had granted 1,000 share options to its CEO, Ralph Taylor, two years earlier. At that time the share price was, say, only £20. This means that Mr Taylor can buy 1,000 shares for £20 a share at any time between the grant of the options and their expiration, a procedure called exercising the options. His gain from exercising is directly proportional to the rise in the share price above £20. As we saw in the example, the price of the equity would fall to £27 following a dividend, but would remain at £30 following a repurchase. The CEO would clearly prefer a repurchase to a dividend, because the difference between the share price and the exercise price of £20 would be £10 (= £30 - £20) following the repurchase but only £7 (= £27 - £20) following the dividend. Existing share options will always have greater value when the firm repurchases shares instead of paying a dividend, because the share price will be greater after a repurchase than after a dividend.
3. Offset to Dilution In addition, the exercise of share options increases the number of shares outstanding. In other words, exercise causes dilution of the shares. Firms frequently buy back shares of equity to offset this dilution. However, it is hard to argue that this is a valid reason for repurchase. As we showed in Table 18.2, repurchase is neither better nor worse for the shareholders than a dividend. Our argument holds whether or not share options have been exercised previously.
4. Undervaluation Many companies buy back shares because they believe that a repurchase is their best investment. This occurs more frequently when managers believe that the share price is temporarily depressed.
The fact that some companies repurchase their equity when they believe it is undervalued does not imply that the management of the company must be correct; only empirical studies can make this determination. The immediate market reaction to the announcement of a share repurchase is usually quite favourable. In addition, some empirical work has shown that the long-term share price performance of securities after a buyback is better than the share price performance of comparable companies that do not repurchase.
5. Taxes Because taxes for both dividends and share repurchases are treated in depth in the next section, suffice it to say at this point that repurchases provide a tax advantage over dividends.
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Across Europe the pattern is historically quite different, most notably because share re-purchases were not common, and in several cases were illegal, on the continent and the UK. For example, Ferris, Sen and Yui1 show that, in 2002, less than 1 per cent of all British firms repurchased shares. Similarly, Rau and Vermaelen2 report that although the level of British repurchases is low, the activity was significantly more common in the UK than in the rest of Europe combined. However, in recent years the pattern has shifted significantly, and by 2005 share repurchases were over half the value of all cash dividends in the European Union.3 Table 18.1 shows the trend in share repurchases over the period 1989 to 2005. It is clear that, in all countries, share repurchases have become a much more important part of payout policy since 1999.
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Share repurchases are typically accomplished in one of three ways. First, companies may simply purchase their own equity, just as anyone would buy shares of a particular company. In these open market purchases the firm does not reveal itself as the buyer. Thus the seller does not know whether the shares were sold back to the firm or to just another investor.
Second, the firm could institute a tender offer. Here, the firm announces to all of its shareholders that it is willing to buy a fixed number of shares at a specific price. For example, suppose Arts and Crafts (A&C) NV has 1 million shares outstanding, with a share price of €50. The firm makes a tender offer to buy back 300,000 shares at €60 per share. A&C chooses a price above €50 to induce shareholders to sell - that is, tender - their shares. In fact, if the tender price is set high enough, shareholders may want to sell more than the 300,000 shares. In the extreme case where all outstanding shares are tendered, A&C will buy back 3 out of every 10 shares that a shareholder has.
p. 496Finally, firms may repurchase shares from specific individual shareholders, a procedure called a targeted repurchase. For example, suppose International Biotechnology AB purchased approximately 10 per cent of the outstanding shares of Prime Robotics Ltd (P-R Ltd) in April at around SKr38 per share. At that time, International Biotechnology announced to the Stockholm Stock Exchange that it might eventually try to take control of P-R Ltd. In May, P-R Ltd repurchased International Biotechnology holdings at SKr48 per share, well above the market price at that time. This offer was not extended to other shareholders.
p. 497Companies engage in targeted repurchases for a variety of reasons. In some rare cases a single large shareholder can be bought out at a price lower than that in a tender offer. The legal fees in a targeted repurchase may also be lower than those in a more typical buyback. In addition, the shares of large shareholders are often repurchased to avoid a takeover unfavourable to management.
We now consider an example of a repurchase presented in the theoretical world of a perfect capital market. We next discuss real-world factors involved in the repurchase decision.
Dividend versus Repurchase: Conceptual Example
Imagine that Telephonic Industries has excess cash of £300,000 (or £3 per share) and is considering an immediate payment of this amount as an extra dividend. The firm forecasts that, after the dividend, earnings will be £450,000 per year, or £4.50 for each of the 100,000 shares outstanding. Because the price–earnings ratio is 6 for comparable companies, the shares of the firm should sell for £27 (= £4.50 × 6) after the dividend is paid. These figures are presented in the top half of Table 18.2. Because the dividend is £3 per share, the equity would have sold for £30 a share before payment of the dividend.Alternatively, the firm could use the excess cash to repurchase some of its own equity. Imagine that a tender offer of £30 a share is made. Here, 10,000 shares are repurchased so that the total number of shares remaining is 90,000. With fewer shares outstanding, the earnings per share will rise to £5 (= £450,000/90,000). The price–earnings ratio remains at 6 because both the business and financial risks of the firm are the same in the repurchase case as they were in the dividend case. Thus the price of a share after the repurchase is £30 (= £5 × 6). These results are presented in the bottom half of Table 18.2.
If commissions, taxes and other imperfections are ignored in our example, the shareholders are indifferent between a dividend and a repurchase. With dividends each shareholder owns a share worth £27 and receives £3 in dividends, so that the total value is £30. This figure is the same as both the amount received by the selling shareholders and the value of the equity for the remaining shareholders in the repurchase case.
This example illustrates the important point that, in a perfect market, the firm is indifferent between a dividend payment and a share repurchase. This result is quite similar to the indifference propositions established by MM for debt versus equity financing and for dividends versus capital gains.
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p. 498You may often read in the popular financial press that a repurchase agreement is beneficial because earnings per share increase. Earnings per share do rise for Telephonic Industries if a repurchase is substituted for a cash dividend: the EPS is £4.50 after a dividend and £5 after the repurchase. This result holds because the drop in shares after a repurchase implies a reduction in the denominator of the EPS ratio.
However, the financial press frequently places undue emphasis on EPS figures in a repurchase agreement. Given the irrelevance propositions we have discussed, the increase in EPS here is not beneficial. Table 18.2 shows that, in a perfect capital market, the total value to the shareholder is the same under the dividend payment strategy as under the repurchase strategy.
Dividends versus Repurchases: Real-World Considerations
We previously referred to Fig. 18.5, which showed growth in share repurchases relative to dividends. Why do some firms choose repurchases over dividends? Here are perhaps five of the most common reasons.1. Flexibility Firms often view dividends as a commitment to their shareholders, and are quite hesitant to reduce an existing dividend. Repurchases do not represent a similar commitment. Thus a firm with a permanent increase in cash flow is likely to increase its dividend. Conversely, a firm whose cash flow increase is only temporary is likely to repurchase shares of equity.
2. Executive Compensation Executives are frequently given share options as part of their overall compensation. Let’s revisit the Telephonic Industries example of Table 18.2, where the firm’s equity was selling at £30 when the firm was considering either a dividend or a repurchase. Further imagine that Telephonic had granted 1,000 share options to its CEO, Ralph Taylor, two years earlier. At that time the share price was, say, only £20. This means that Mr Taylor can buy 1,000 shares for £20 a share at any time between the grant of the options and their expiration, a procedure called exercising the options. His gain from exercising is directly proportional to the rise in the share price above £20. As we saw in the example, the price of the equity would fall to £27 following a dividend, but would remain at £30 following a repurchase. The CEO would clearly prefer a repurchase to a dividend, because the difference between the share price and the exercise price of £20 would be £10 (= £30 - £20) following the repurchase but only £7 (= £27 - £20) following the dividend. Existing share options will always have greater value when the firm repurchases shares instead of paying a dividend, because the share price will be greater after a repurchase than after a dividend.
3. Offset to Dilution In addition, the exercise of share options increases the number of shares outstanding. In other words, exercise causes dilution of the shares. Firms frequently buy back shares of equity to offset this dilution. However, it is hard to argue that this is a valid reason for repurchase. As we showed in Table 18.2, repurchase is neither better nor worse for the shareholders than a dividend. Our argument holds whether or not share options have been exercised previously.
4. Undervaluation Many companies buy back shares because they believe that a repurchase is their best investment. This occurs more frequently when managers believe that the share price is temporarily depressed.
The fact that some companies repurchase their equity when they believe it is undervalued does not imply that the management of the company must be correct; only empirical studies can make this determination. The immediate market reaction to the announcement of a share repurchase is usually quite favourable. In addition, some empirical work has shown that the long-term share price performance of securities after a buyback is better than the share price performance of comparable companies that do not repurchase.
5. Taxes Because taxes for both dividends and share repurchases are treated in depth in the next section, suffice it to say at this point that repurchases provide a tax advantage over dividends.
18.5 Personal Taxes and Dividends
p. 499Section 18.3 asserted that in a world without taxes and other frictions, dividend policy is irrelevant. Similarly, Section 18.4
concluded that the choice between a share repurchase and a dividend is
irrelevant in a world of this type. This section examines the effect of
taxes on both dividends and repurchases. Our discussion is facilitated
by classifying firms into two types: those without sufficient cash to
pay a dividend, and those with sufficient cash to do so.
Now assume that dividends are taxed at the owner’s personal tax rate of 25 per cent (in the UK, this is the effective tax rate on dividend income for individuals earning over £34,8004). The firm still receives £100 upon issuance of equity. However, the entrepreneur does not get to keep the full £100 dividend. Instead the dividend payment is taxed, implying that the owner receives only £75 net after tax. Thus the entrepreneur loses £25.
Though the example is clearly contrived and unrealistic, similar results can be reached for more plausible situations. Thus financial economists generally agree that, in a world of personal taxes, firms should not issue equity to pay dividends.
The direct costs of issuance will add to this effect. Bankers must be paid when new capital is raised. Thus the net receipts due to the firm from a new issue are less than 100 per cent of total capital raised. Because the size of new issues can be lowered by a reduction in dividends, we have another argument in favour of a low-dividend policy.
Of course, our advice not to finance dividends through new equity issues might need to be modified somewhat in the real world. A company with a large and steady cash flow for many years in the past might be paying a regular dividend. If the cash flow unexpectedly dried up for a single year, should new equity be issued so that dividends could be continued? Although our previous discussion would imply that new equity should not be issued, many managers might issue the equity anyway, for practical reasons. In particular, shareholders appear to prefer dividend stability. Thus managers might be forced to issue equity to achieve this stability, knowing full well the adverse tax consequences.
p. 500
We argue next that this prescription does not necessarily apply to firms with excess cash. To see this, imagine a firm with £1 million in extra cash after selecting all positive NPV projects and determining the level of prudent cash balances. The firm might consider the following alternatives to a dividend:
p. 502It is harder to explain why firms pay dividends instead of repurchasing shares. The tax savings from buybacks are significant, and fear of either the stock exchange or tax authorities seems overblown. Academics are of two minds here. Some argue that corporations were simply slow to grasp the benefits from repurchases. However, since the idea has now firmly caught on, the trend towards replacement of dividends with buybacks will continue. We might even conjecture that dividends will be as unimportant in the future as repurchases were in the past. Conversely, others argue that companies have paid dividends all along for good reason. Perhaps the legal hassles, particularly from tax authorities, are significant after all. Or there may be other, more subtle benefits from dividends. We consider potential benefits of dividends in the next section.
Firms without Sufficient Cash to Pay a Dividend
It is simplest to begin with a firm without cash and owned by a single entrepreneur. If this firm should decide to pay a dividend of £100, it must raise capital. The firm might choose among a number of different equity and bond issues to pay the dividend. However, for simplicity, we assume that the entrepreneur contributes cash to the firm by issuing shares to himself. This transaction, diagrammed in the left side of Fig. 18.6, would clearly be a wash in a world of no taxes. £100 cash goes into the firm when equity is issued, and is immediately paid out as a dividend. Thus the entrepreneur neither benefits nor loses when the dividend is paid, a result consistent with Miller-Modigliani.
| ||||
Now assume that dividends are taxed at the owner’s personal tax rate of 25 per cent (in the UK, this is the effective tax rate on dividend income for individuals earning over £34,8004). The firm still receives £100 upon issuance of equity. However, the entrepreneur does not get to keep the full £100 dividend. Instead the dividend payment is taxed, implying that the owner receives only £75 net after tax. Thus the entrepreneur loses £25.
Though the example is clearly contrived and unrealistic, similar results can be reached for more plausible situations. Thus financial economists generally agree that, in a world of personal taxes, firms should not issue equity to pay dividends.
The direct costs of issuance will add to this effect. Bankers must be paid when new capital is raised. Thus the net receipts due to the firm from a new issue are less than 100 per cent of total capital raised. Because the size of new issues can be lowered by a reduction in dividends, we have another argument in favour of a low-dividend policy.
Of course, our advice not to finance dividends through new equity issues might need to be modified somewhat in the real world. A company with a large and steady cash flow for many years in the past might be paying a regular dividend. If the cash flow unexpectedly dried up for a single year, should new equity be issued so that dividends could be continued? Although our previous discussion would imply that new equity should not be issued, many managers might issue the equity anyway, for practical reasons. In particular, shareholders appear to prefer dividend stability. Thus managers might be forced to issue equity to achieve this stability, knowing full well the adverse tax consequences.
p. 500
Firms with Sufficient Cash to Pay a Dividend
The previous discussion argued that in a world with personal taxes, a firm should not issue equity to pay a dividend. Does the tax disadvantage of dividends imply the stronger policy, ‘Never, under any circumstances, pay dividends in a world with personal taxes’?We argue next that this prescription does not necessarily apply to firms with excess cash. To see this, imagine a firm with £1 million in extra cash after selecting all positive NPV projects and determining the level of prudent cash balances. The firm might consider the following alternatives to a dividend:
- Select additional capital budgeting projects.
Because the firm has taken all the available positive NPV projects
already, it must invest its excess cash in negative NPV projects. This
is clearly a policy at variance with the principles of corporate
finance.
In spite of our distaste for this policy, researchers have suggested that many managers purposely take on negative NPV projects in lieu of paying dividends.5 The idea here is that managers would rather keep the funds in the firm because their prestige, pay and perquisites are often tied to the firm’s size. Although managers may help themselves here, they are hurting shareholders. We broached this subject in the section titled ‘Free Cash Flow’ in Chapter 16, and we shall have more to say about it later in this chapter. - Acquire other companies. To avoid the payment of dividends, a firm might use excess cash to acquire another company. This strategy has the advantage of acquiring profitable assets. However, a firm often incurs heavy costs when it embarks upon an acquisition programme. In addition, acquisitions are invariably made above the market price. Premiums of 20 to 80 per cent are not uncommon. Because of this, a number of researchers have argued that mergers are not generally profitable to the acquiring company, even when firms are merged for a valid business purpose. Therefore a company making an acquisition merely to avoid a dividend is unlikely to succeed.
- Purchase financial assets. The strategy of purchasing financial assets in lieu of a dividend payment can be illustrated with the following example.
EXAMPLE 18.1 Dividends and Taxes The Dutch firm Regional Electric NV has €1,000 of extra cash. It can retain the cash and invest it in Treasury bills yielding 10 per cent, or it can pay the cash to shareholders as a dividend. Shareholders can also invest in Treasury bills with the same yield. In the Netherlands the effective corporate tax rate is 30 per cent and the dividend tax rate is 15 per cent. The personal tax rate is an incremental system whereby different tax rates are levied on different salary bands. This means that each individual will have a unique personal tax rate, dependent on their individual salary. Assume, for simplicity, that the effective personal tax rate for shareholders is 28 per cent. How much cash will investors have after five years under each policy?
If dividends are paid now, shareholders will receive
today after taxes. Because their return after personal tax on Treasury bills is 7.2 [= 10 × (1 − 0.28)] per cent, shareholders will have
in five years. Note that interest income is taxed at the personal tax rate (28 per cent in this example), but dividends are taxed at the lower rate of 15 per cent.
p. 501If Regional Electric NV retains the cash to invest in Treasury bills, its after-tax interest rate will be 0.07 [= 0.10 × (1 − 0.3)]. At the end of five years, the firm will have
If these proceeds are then paid as a dividend, the shareholders will receive
after personal taxes at date 5. The value in Eq. (18.3) is greater than that in Eq. (18.4), implying that cash to shareholders will be greater if the firm pays the dividend now.
This example shows that for a firm with extra cash the dividend payout decision will depend on personal and corporate tax rates. If personal tax rates are higher than corporate tax rates, a firm will have an incentive to reduce dividend payouts. However, if personal tax rates are lower than corporate tax rates, a firm will have an incentive to pay out any excess cash as dividends.
Table 16.2 shows quite clearly that tax systems differ considerably across countries. In some countries many investors face marginal tax rates that are above the corporate tax rate. However, at the same time, many investors face marginal tax rates well below the maximum. The interaction between personal and corporate tax rates within a country will mean that the environment faced by investors will be unique and a function of where they stay. As a result, firms may or may not have an incentive not to hoard cash. This is an important point, because many US textbooks (which consider only the US environment) would argue that firms will pay dividends because of tax reasons. However, from a European or Asian perspective, this may not necessarily be a valid assertion. - Repurchase shares. The example
we described in the previous section showed that investors are
indifferent between share repurchase and dividends in a world without
taxes and transaction costs. However, under current international tax
laws, shareholders will generally prefer a repurchase to a dividend.
As an example, consider an individual receiving a dividend of €1 on each of 100 shares of an equity. With a 15 per cent tax rate, that individual would pay taxes of €15 on the dividend. Selling shareholders would pay lower taxes if the firm repurchased €100 of existing shares. This occurs because taxes are paid only on the profit from a sale. The individual’s gain on a sale would be only €40 if the shares sold for €100 were originally purchased for, say, €60. The capital gains tax would be €6 (= 0.15 × €40), a number below the tax on dividends of €15. Note that the tax from a repurchase is less than the tax on a dividend, even though the same 15 per cent tax rate applies to both the repurchase and the dividend.
Of all the alternatives to dividends mentioned in this section, the strongest case can be made for repurchases. In fact, academics have long wondered why firms ever pay a dividend instead of repurchasing shares. There have been at least two possible reasons for avoiding repurchases. First, in many countries, including the UK, there is the fear that share repurchase programmes can lead to illegal price manipulation. Second, tax authorities can penalize firms repurchasing their own shares if the only reason is to avoid the taxes that would be levied on dividends. However, this threat has not materialized with the growth in corporate repurchases.
Summary of Personal Taxes
This section suggests that, because of personal taxes, firms have an incentive to reduce dividends. For example, they might increase capital expenditures, acquire other companies, or purchase financial assets. However, because of financial considerations and legal constraints, rational firms with large cash flows will probably exhaust these activities with plenty of cash left over for dividends.p. 502It is harder to explain why firms pay dividends instead of repurchasing shares. The tax savings from buybacks are significant, and fear of either the stock exchange or tax authorities seems overblown. Academics are of two minds here. Some argue that corporations were simply slow to grasp the benefits from repurchases. However, since the idea has now firmly caught on, the trend towards replacement of dividends with buybacks will continue. We might even conjecture that dividends will be as unimportant in the future as repurchases were in the past. Conversely, others argue that companies have paid dividends all along for good reason. Perhaps the legal hassles, particularly from tax authorities, are significant after all. Or there may be other, more subtle benefits from dividends. We consider potential benefits of dividends in the next section.
18.6 Real-World Factors Favouring a High-Dividend Policy
The
previous section pointed out that because individuals pay taxes on
dividends, financial managers might seek ways to reduce dividends. While
we discussed the problems with taking on more capital budgeting
projects, acquiring other firms, and hoarding cash, we stated that a
share repurchase has many of the benefits of a dividend, with less of a
tax disadvantage. This section considers reasons why a firm might pay
its shareholders high dividends even in the presence of personal taxes
on these dividends.
This argument does not hold in Miller and Modigliani’s theoretical model. An individual preferring high current cash flow but holding low-dividend securities could easily sell off shares to provide the necessary funds. Thus in a world of no transactions costs a high-current-dividend policy would be of no value to the shareholder.
However, the current income argument is relevant in the real world. Equity sales involve brokerage fees and other transaction costs - direct cash expenses that could be avoided by an investment in high-dividend securities. In addition, equity sales are time-consuming, further leading investors to buy high-dividend securities.
To put this argument in perspective, remember that financial intermediaries such as mutual funds can perform repackaging transactions at low cost. Such intermediaries could buy low-dividend equities and, by a controlled policy of realizing gains, pay their investors at a higher rate.
The basic idea here concerns self-control, a concept that, though quite important in psychology, has received virtually no emphasis in finance. Although we cannot review all that psychology has to say about self-control, let’s focus on one example - losing weight. Suppose Alfred Martin, a university student, just got back from the Christmas break more than a few pounds heavier than he would like. Alfred wishes to lose weight through doing yoga. Each day Alfred would balance the costs and the benefits of doing yoga. Perhaps he would choose to exercise on most days, because losing the weight is important to him. However, when he is too busy with exams, he might rationally choose not to exercise, because he cannot afford the time. So he may rationally choose to avoid doing yoga on days when other social commitments become too time-consuming.
p. 503Unfortunately, Alfred must make a proactive choice to do yoga every day, and there may be too many days when his lack of self-control gets the better of him. He may tell himself that he doesn’t have the time to exercise on a particular day, simply because he is starting to find yoga boring, not because he really doesn’t have the time. Before long, he is avoiding yoga on most days - and overeating in reaction to the guilt from not exercising!
Is there an alternative? One way would be to set rigid rules. Perhaps Alfred may decide to do yoga every day no matter what. This is not necessarily the best approach for everyone, but there is no question that many of us (perhaps most of us) live by a set of rules.
What does this have to do with dividends? Investors must also deal with self-control. Suppose a retiree wants to consume £20,000 a year from savings, in addition to her pension. On the one hand, she could buy shares with a dividend yield high enough to generate £20,000 in dividends. On the other hand, she could place her savings in no-dividend shares, selling off £20,000 each year for consumption. Though these two approaches seem equivalent financially, the second one may allow for too much leeway. If lack of self-control gets the better of her, she might sell off too much, leaving little for her later years. Better, perhaps, to short-circuit this possibility by investing in dividend-paying equities with a firm personal rule of never ‘dipping into principal’. Although behaviourists do not claim that this approach is for everyone, they argue that enough people think this way to explain why firms pay dividends - even though, as we said earlier, dividends are tax-disadvantaged.
Does behavioural finance argue for increased share repurchases as well as increased dividends? The answer is no, because investors will sell the shares that firms repurchase. As we have said, selling shares involves too much leeway. Investors might sell too many shares, leaving little for later years. Thus the behaviourist argument may explain why companies pay dividends in a world with personal taxes.
Although managers may be looking out for shareholders in any conflict with bondholders, managers may pursue selfish goals at the expense of shareholders in other situations. For example, as discussed in a previous chapter, managers might pad expense accounts, take on pet projects with negative NPVs, or simply not work hard. Managers find it easier to pursue these selfish goals when the firm has plenty of free cash flow. After all, one cannot squander funds if the funds are not available in the first place. And that is where dividends come in. Several scholars have suggested that the board of directors can use dividends to reduce agency costs.7 By paying dividends equal to the amount of ‘surplus’ cash flow, a firm can reduce management’s ability to squander the firm’s resources.
This discussion suggests a reason for increased dividends, but the same argument applies to share repurchases as well. Managers, acting on behalf of shareholders, can just as easily keep cash from bondholders through repurchases as through dividends. And the board of directors, also acting on behalf of shareholders, can reduce the cash available to spendthrift managers just as easily through repurchases as through dividends. Thus the presence of agency costs is not an argument for dividends over repurchases. Rather, agency costs imply that firms may increase either dividends or share repurchases rather than hoard large amounts of cash.
p. 504
The question is how we should interpret this empirical evidence. Consider the following three positions on dividends:
It is the expectation of good times, and not only the shareholders’ affinity for current income, that raises share price. The rise in the share price following the dividend signal is called the information content effect of the dividend. To recapitulate, imagine that the share price is unaffected or even negatively affected by the level of dividends, given that future earnings (or cash flows) are held constant. Nevertheless, the information content effect implies that share prices may rise when dividends are raised - if dividends simultaneously cause shareholders to increase their expectations of future earnings and cash flows.
Dividend Signalling We just argued that the market infers a rise in earnings and cash flows from a dividend increase, leading to a higher share price. Conversely, the market infers a decrease in cash flows from a dividend reduction, leading to a drop in share price. This raises an interesting corporate strategy: could management increase dividends just to make the market think that cash flows will be higher, even when management knows that cash flows will not rise?
While this strategy may seem dishonest, academics take the position that managers frequently attempt the strategy. Academics begin with the following accounting identity for an all-equity firm:
Equation (18.5) must hold if a firm is neither issuing nor repurchasing equity. That is, the cash flow from the firm must go somewhere. If it is not paid out in dividends, it must be used in some expenditure. Whether the expenditure involves a capital budgeting project or a purchase of Treasury bills, it is still an expenditure.
Imagine that we are in the middle of the year, and investors are trying to make some forecast of cash flow over the entire year. These investors may use Eq. (18.5) to estimate cash flow. For example, suppose the firm announces that current dividends will be £50 million and the market believes that capital expenditures are £80 million. The market would then determine cash flow to be £130 million (= £50 million + £80 million).
Now, suppose that the firm had, alternatively, announced a dividend of £70 million. The market might assume that cash flow remains at £130 million, implying capital expenditures of £60 million (= £130 million - £70 million). Here, the increase in dividends would hurt the share price, because the market anticipates that valuable capital expenditures will be crowded out. Alternatively, the market might assume that capital expenditures remain at £80 million, implying the estimate of cash flow to be £150 million (= £70 million + £80 million). The share price would probably rise here, because share prices usually increase with cash flow. In general, academics believe that models where investors assume capital expenditures remain the same are more realistic. Thus an increase in dividends raises the share price.
p. 505Now we come to the incentives of managers to fool the public. Suppose you are a manager who wants to boost the share price, perhaps because you are planning to sell some of your personal holdings of the company’s equity immediately. You might increase dividends so that the market would raise its estimate of the firm’s cash flow, thereby also boosting the current share price.
If this strategy is appealing, would anything prevent you from raising dividends without limit? The answer is yes, because there is also a cost to raising dividends. That is, the firm will have to forgo some of its profitable projects. Remember that cash flow in Eq. (18.5) is a constant, so an increase in dividends is obtained only by a reduction in capital expenditures. At some point the market will learn that cash flow has not increased, but instead profitable capital expenditures have been cut. Once the market absorbs this information, share prices should fall below what they would have been had dividends never been raised. Thus if you plan to sell, say, half of your shares and retain the other half, an increase in dividends should help you on the immediate sale but hurt you when you sell your remaining shares years later. So your decision on the level of dividends will be based, among other things, on the timing of your personal equity sales.
This is a simplified example of dividend signalling, where the manager sets dividend policy based on maximum benefit for himself.11 Alternatively, a given manager may have no desire to sell his shares immediately but knows that, at any one time, plenty of ordinary shareholders will want to do so. Thus for the benefit of shareholders in general, a manager will always be aware of the trade-off between current and future share price. And this, then, is the essence of signalling with dividends. It is not enough for a manager to set dividend policy to maximize the true (or intrinsic) value of the firm. He must also consider the effect of dividend policy on the current share price, even if the current share price does not reflect true value.
Does a motive to signal imply that managers will increase dividends rather than share repurchases? The answer is probably no: most academic models imply that dividends and share repurchases are perfect substitutes.12 Rather, these models indicate that managers will consider reducing capital spending (even on projects with positive NPVs) to increase either dividends or share repurchases.
Desire for Current Income
It has been argued that many individuals desire current income. The classic example is the group of retired people and others living on a fixed income. The argument further states that these individuals would bid up the share price should dividends rise, and bid down the share price should dividends fall.This argument does not hold in Miller and Modigliani’s theoretical model. An individual preferring high current cash flow but holding low-dividend securities could easily sell off shares to provide the necessary funds. Thus in a world of no transactions costs a high-current-dividend policy would be of no value to the shareholder.
However, the current income argument is relevant in the real world. Equity sales involve brokerage fees and other transaction costs - direct cash expenses that could be avoided by an investment in high-dividend securities. In addition, equity sales are time-consuming, further leading investors to buy high-dividend securities.
To put this argument in perspective, remember that financial intermediaries such as mutual funds can perform repackaging transactions at low cost. Such intermediaries could buy low-dividend equities and, by a controlled policy of realizing gains, pay their investors at a higher rate.
Behavioural Finance
Suppose it turned out that the transaction costs in selling no-dividend securities could not account for the preference of investors for dividends. Would there still be a reason for high dividends? We introduced the topic of behavioural finance in Chapter 13, pointing out that the ideas of behaviourists represent a strong challenge to the theory of efficient capital markets. It turns out that behavioural finance also has an argument for high dividends.The basic idea here concerns self-control, a concept that, though quite important in psychology, has received virtually no emphasis in finance. Although we cannot review all that psychology has to say about self-control, let’s focus on one example - losing weight. Suppose Alfred Martin, a university student, just got back from the Christmas break more than a few pounds heavier than he would like. Alfred wishes to lose weight through doing yoga. Each day Alfred would balance the costs and the benefits of doing yoga. Perhaps he would choose to exercise on most days, because losing the weight is important to him. However, when he is too busy with exams, he might rationally choose not to exercise, because he cannot afford the time. So he may rationally choose to avoid doing yoga on days when other social commitments become too time-consuming.
p. 503Unfortunately, Alfred must make a proactive choice to do yoga every day, and there may be too many days when his lack of self-control gets the better of him. He may tell himself that he doesn’t have the time to exercise on a particular day, simply because he is starting to find yoga boring, not because he really doesn’t have the time. Before long, he is avoiding yoga on most days - and overeating in reaction to the guilt from not exercising!
Is there an alternative? One way would be to set rigid rules. Perhaps Alfred may decide to do yoga every day no matter what. This is not necessarily the best approach for everyone, but there is no question that many of us (perhaps most of us) live by a set of rules.
What does this have to do with dividends? Investors must also deal with self-control. Suppose a retiree wants to consume £20,000 a year from savings, in addition to her pension. On the one hand, she could buy shares with a dividend yield high enough to generate £20,000 in dividends. On the other hand, she could place her savings in no-dividend shares, selling off £20,000 each year for consumption. Though these two approaches seem equivalent financially, the second one may allow for too much leeway. If lack of self-control gets the better of her, she might sell off too much, leaving little for her later years. Better, perhaps, to short-circuit this possibility by investing in dividend-paying equities with a firm personal rule of never ‘dipping into principal’. Although behaviourists do not claim that this approach is for everyone, they argue that enough people think this way to explain why firms pay dividends - even though, as we said earlier, dividends are tax-disadvantaged.
Does behavioural finance argue for increased share repurchases as well as increased dividends? The answer is no, because investors will sell the shares that firms repurchase. As we have said, selling shares involves too much leeway. Investors might sell too many shares, leaving little for later years. Thus the behaviourist argument may explain why companies pay dividends in a world with personal taxes.
Agency Costs
Although shareholders, bondholders and management form firms for mutually beneficial reasons, one party may later gain at the other’s expense. For example, take the potential conflict between bondholders and shareholders. Bondholders would like shareholders to leave as much cash as possible in the firm so that this cash would be available to pay the bondholders during times of financial distress. Conversely, shareholders would like to keep this extra cash for themselves. That’s where dividends come in. Managers, acting on behalf of the shareholders, may pay dividends simply to keep the cash away from the bondholders. In other words, a dividend can be viewed as a wealth transfer from bondholders to shareholders. There is empirical evidence for this view of things. For example, DeAngelo and DeAngelo find that firms in financial distress are reluctant to cut dividends.6 Of course, bondholders know about the propensity of shareholders to transfer money out of the firm. To protect themselves, bondholders frequently create loan agreements stating that dividends can be paid only if the firm has earnings, cash flow and working capital above specified levels.Although managers may be looking out for shareholders in any conflict with bondholders, managers may pursue selfish goals at the expense of shareholders in other situations. For example, as discussed in a previous chapter, managers might pad expense accounts, take on pet projects with negative NPVs, or simply not work hard. Managers find it easier to pursue these selfish goals when the firm has plenty of free cash flow. After all, one cannot squander funds if the funds are not available in the first place. And that is where dividends come in. Several scholars have suggested that the board of directors can use dividends to reduce agency costs.7 By paying dividends equal to the amount of ‘surplus’ cash flow, a firm can reduce management’s ability to squander the firm’s resources.
This discussion suggests a reason for increased dividends, but the same argument applies to share repurchases as well. Managers, acting on behalf of shareholders, can just as easily keep cash from bondholders through repurchases as through dividends. And the board of directors, also acting on behalf of shareholders, can reduce the cash available to spendthrift managers just as easily through repurchases as through dividends. Thus the presence of agency costs is not an argument for dividends over repurchases. Rather, agency costs imply that firms may increase either dividends or share repurchases rather than hoard large amounts of cash.
p. 504
Information Content of Dividends, and Dividend Signalling
Information Content While there are many things researchers do not know about dividends, we know one thing for sure: the share price of a firm generally rises when the firm announces a dividend increase, and generally falls when a dividend reduction is announced. For example, Asquith and Mullins estimate that share prices rise about 3 per cent following announcements of dividend initiations.8 Michaely, Thaler and Womack find that share prices fall about 7 per cent following announcements of dividend omissions.9The question is how we should interpret this empirical evidence. Consider the following three positions on dividends:
- From the homemade dividend argument of MM, dividend policy is irrelevant, given that future earnings (and cash flows) are held constant.
- Because of tax effects, a firm’s share price is negatively related to the current dividend when future earnings (or cash flows) are held constant.
- Because of shareholders’ desire for current income, a firm’s share price is positively related to its current dividend, even when future earnings (or cash flows) are held constant.
It is the expectation of good times, and not only the shareholders’ affinity for current income, that raises share price. The rise in the share price following the dividend signal is called the information content effect of the dividend. To recapitulate, imagine that the share price is unaffected or even negatively affected by the level of dividends, given that future earnings (or cash flows) are held constant. Nevertheless, the information content effect implies that share prices may rise when dividends are raised - if dividends simultaneously cause shareholders to increase their expectations of future earnings and cash flows.
Dividend Signalling We just argued that the market infers a rise in earnings and cash flows from a dividend increase, leading to a higher share price. Conversely, the market infers a decrease in cash flows from a dividend reduction, leading to a drop in share price. This raises an interesting corporate strategy: could management increase dividends just to make the market think that cash flows will be higher, even when management knows that cash flows will not rise?
While this strategy may seem dishonest, academics take the position that managers frequently attempt the strategy. Academics begin with the following accounting identity for an all-equity firm:
 |
Equation (18.5) must hold if a firm is neither issuing nor repurchasing equity. That is, the cash flow from the firm must go somewhere. If it is not paid out in dividends, it must be used in some expenditure. Whether the expenditure involves a capital budgeting project or a purchase of Treasury bills, it is still an expenditure.
Imagine that we are in the middle of the year, and investors are trying to make some forecast of cash flow over the entire year. These investors may use Eq. (18.5) to estimate cash flow. For example, suppose the firm announces that current dividends will be £50 million and the market believes that capital expenditures are £80 million. The market would then determine cash flow to be £130 million (= £50 million + £80 million).
Now, suppose that the firm had, alternatively, announced a dividend of £70 million. The market might assume that cash flow remains at £130 million, implying capital expenditures of £60 million (= £130 million - £70 million). Here, the increase in dividends would hurt the share price, because the market anticipates that valuable capital expenditures will be crowded out. Alternatively, the market might assume that capital expenditures remain at £80 million, implying the estimate of cash flow to be £150 million (= £70 million + £80 million). The share price would probably rise here, because share prices usually increase with cash flow. In general, academics believe that models where investors assume capital expenditures remain the same are more realistic. Thus an increase in dividends raises the share price.
p. 505Now we come to the incentives of managers to fool the public. Suppose you are a manager who wants to boost the share price, perhaps because you are planning to sell some of your personal holdings of the company’s equity immediately. You might increase dividends so that the market would raise its estimate of the firm’s cash flow, thereby also boosting the current share price.
If this strategy is appealing, would anything prevent you from raising dividends without limit? The answer is yes, because there is also a cost to raising dividends. That is, the firm will have to forgo some of its profitable projects. Remember that cash flow in Eq. (18.5) is a constant, so an increase in dividends is obtained only by a reduction in capital expenditures. At some point the market will learn that cash flow has not increased, but instead profitable capital expenditures have been cut. Once the market absorbs this information, share prices should fall below what they would have been had dividends never been raised. Thus if you plan to sell, say, half of your shares and retain the other half, an increase in dividends should help you on the immediate sale but hurt you when you sell your remaining shares years later. So your decision on the level of dividends will be based, among other things, on the timing of your personal equity sales.
This is a simplified example of dividend signalling, where the manager sets dividend policy based on maximum benefit for himself.11 Alternatively, a given manager may have no desire to sell his shares immediately but knows that, at any one time, plenty of ordinary shareholders will want to do so. Thus for the benefit of shareholders in general, a manager will always be aware of the trade-off between current and future share price. And this, then, is the essence of signalling with dividends. It is not enough for a manager to set dividend policy to maximize the true (or intrinsic) value of the firm. He must also consider the effect of dividend policy on the current share price, even if the current share price does not reflect true value.
Does a motive to signal imply that managers will increase dividends rather than share repurchases? The answer is probably no: most academic models imply that dividends and share repurchases are perfect substitutes.12 Rather, these models indicate that managers will consider reducing capital spending (even on projects with positive NPVs) to increase either dividends or share repurchases.
Summary and Conclusions
p. 515- The dividend policy of a firm is irrelevant in a perfect capital market, because the shareholder can effectively undo the firm’s dividend strategy. If a shareholder receives a greater dividend than desired, he or she can reinvest the excess. Conversely, if the shareholder receives a smaller dividend than desired, he or she can sell off extra shares of equity. This argument is due to MM, and is similar to their homemade leverage concept, discussed in a previous chapter.
- Shareholders will be indifferent between dividends and share repurchases in a perfect capital market.
- Because dividends are taxed, companies should not issue equity to pay out a dividend.
- Also because of taxes, firms have an incentive to reduce dividends. For example, they might consider increasing capital expenditures, acquiring other companies, or purchasing financial assets. However, because of financial considerations and legal constraints, rational firms with large cash flows will probably exhaust these activities with plenty of cash left over for dividends.
- In a world with personal taxes, a strong case can be made for repurchasing shares instead of paying dividends.
- Nevertheless, there are a number of justifications for dividends, even in a world with personal taxes:
- Investors in no-dividend equities incur transaction costs when selling off shares for current consumption.
- Behavioural finance argues that investors with limited self-control can meet current consumption needs via high-dividend equities while adhering to a policy of ‘never dipping into principal’.
- Managers, acting on behalf of shareholders, can pay dividends to keep cash from bondholders. The board of directors, also acting on behalf of shareholders, can use dividends to reduce the cash available to spendthrift managers.
- The stock market reacts positively to increases in dividends (or an initial payment) and negatively to decreases in dividends. This suggests that there is information content in dividend payments.
- High (low) dividend firms should arise to meet the demands of dividend-preferring (capital-gains-preferring) investors. Because of these clienteles, it is not clear that a firm can create value by changing its dividend policy.
- Time-varying demand for dividends means that in some periods companies that pay dividends are traded at a premium and in other cases they are not. Managers will time their dividend policies to take advantage of this premium.
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