Sarah Faheem - 18423 Mini Case Study Integrated Waveguide Technologies (IWT) is a 6-year-old company founded by Hunt Jackson and David Smithfield to exploit metamaterial plasmonic technology to develop and manufacture miniature microwave frequency directional transmitters and receivers for use in mobile Internet and communications applications. IWT’s technology, although highly advanced, is relatively inexpensive to implement, and its patented manufacturing techniques require little capital as compared to many electronics’ fabrication ventures. Because of the low capital requirement, Jackson and Smithfield have been able to avoid issuing new stock and thus own all of the shares. Because of the explosion in demand for its mobile Internet applications, IWT must now access outside equity capital to fund its growth, and Jackson and Smithfield have decided to take the company public. Until now, Jackson and Smithfield have paid themselves reasonable salaries but routinely reinvested all after-tax earnings in the firm, so dividend policy has not been an issue. However, before talking with potential outside investors, they must decide on a dividend policy. Your new boss at the consulting firm Flick and Associates, which has been retained to help IWT prepare for its public offering, has asked you to make a presentation to Jackson and Smithfield in which you review the theory of dividend policy and discuss the following issues. a. (1) What is meant by the term “distribution policy”? How has the mix of dividend payouts and stock repurchases changed over time? Distribution policy is defined as the firm’s policy with regard to i: the level of distributions ii: the form of distributions (dividends or stock repurchases) iii: the stability of distributions. (2) The terms “irrelevance,” “dividend preference” (or “bird-in-the-hand”), and “tax effect” have been used to describe three major theories regarding the way dividend payouts affect a firm’s value. Explain these terms, and briefly describe each theory. According to the thesis of "dividend irrelevance," investors have no preference between dividends and capital gains, rendering dividend policy unimportant in terms of how it affects a company's value. The term "bird-in-the-hand" relates to the idea that investors would prefer to receive a dollar in dividends than to keep it invested in the company, in which case a firm's value would be impacted by its payout policy. The tax effect theory recognizes that there are two tax-related reasons for believing that investors might prefer a low dividend payout to a high payout: (1) taxes are not paid on capital gains until the stock is sold. (2) if a stock is held by someone until he or she dies, no capital gains tax is due at all--the beneficiaries who receive the stock can use the stock’s value on the death day as their cost basis and thus escape the capital gains tax (3) What do the three theories indicate regarding the actions management should take with respect to dividend pay-outs? If the dividend irrelevance theory is correct, then dividend payout is of no consequence, and the firm may pursue any dividend payout. If the bird-in-the-hand theory is correct, the firm should set a high payout if it is to maximize its stock price. If the tax effect theory is correct, 1 Sarah Faheem - 18423 the firm should set a low payout if it is to maximize its stock price. Therefore, the theories are in total conflict with one another (4) What results have empirical studies of the dividend theories produced? How does all this affect what we can tell managers about dividend pay-outs? Unfortunately, empirical tests of the theories have been mixed (because firms don’t differ just with respect to payout). Some evidence shows that high payout firms have higher required stock return, which supports the tax effect theory. Research shows that in countries with relatively low dividend tax penalties: a: more companies pay dividends and b: dividend payments are larger. In countries with relatively high dividend tax penalties, more companies repurchase stock. b. Discuss the effects on distribution policy consistent with: (1) The signalling hypothesis (also called the information content hypothesis) It has long been recognized that the announcement of a dividend increase often results in an increase in the stock price, while an announcement of a dividend cut typically causes the stock price to fall. One could argue that this observation supports the premise that investors prefer dividends to capital gains. However, MM argued that dividend announcements are signals through which management conveys information to investors. Information asymmetries exist-managers know more about their firms’ prospects than do investors. (2) The clientele effect. Different groups, or clienteles, of stockholders prefer different dividend payout policies. For example, many retirees, pension funds, have a need for current cash income. Therefore, this group of stockholders might prefer high payout stocks. These investors could, of course, sell some of their stock, but this would be inconvenient, transactions costs would be incurred, and the sale might have to be made in a down market. Conversely, investors in their peak earnings years who are in high tax brackets and who have no need for current cash income should prefer low payout stocks. c. (1) Assume that IWT has completed its IPO and has a $112.5 million capital budget planned for the coming year. You have determined that its present capital structure (80% equity and 20% debt) is optimal, and its net income is forecasted at $140 million. Use the residual distribution approach to determine IWT’s total dollar distribution. Assume for now that the distribution is in the form of a dividend. Suppose IWT has 100 million shares of stock outstanding. What is the forecasted dividend payout ratio? What is the forecasted dividend per share? What would happen to the payout ratio and DPS if net income were forecasted to decrease to $90 million? To increase to $160 million? Given the optimal capital budget and the target capital structure, we must now determine the amount of equity needed to finance the projects. Of the $112.5 million required for the capital budget, 0.8($112.5) = $90 million must be raised as equity 0.2($112.5) = $22.5 million must be raised as debt If we are to maintain the optimal capital structure: If a residual exists--that is, if net income exceeds the amount of equity the company needs-then it should distribute the residual amount out as either dividends or stock repurchases. 2 Sarah Faheem - 18423 Since $140 million of earnings is available, and only $90 million is needed, the residual is $140 - $90 = $50 million, So, this is the amount which should be paid out as dividends. Thus, the payout ratio would be $50/$140 = 0.357 = 35.7%. DPS would be $50/100 = $0.50. i: If only $90 million of earnings were available, the residual is $90 - $90 = $0, so nothing should be paid out as dividends. ii: Thus, the payout ratio would be zero, as would be the DPS. If $160 million of earnings were available, the residual is $160 - $90 = $70 million, so this is the amount which should be paid out as dividends. Thus, the payout ratio would be $70/$160 = 0.438 = 43.8%. The DPS would be $70/100 = $0.70 (2) In general terms, how would a change in investment opportunities affect the payout ratio under the residual distribution policy? A change in investment opportunities would lead to an increase (if investment opportunities were good) or a decrease (if investment opportunities were not good) in the amount of equity needed, hence in the residual dividend payout. (3) What are the advantages and disadvantages of the residual policy? The primary advantage of the residual policy is that under it the firm makes maximum use of lower cost retained earnings, thus minimizing flotation costs and hence the cost of capital. Also, whatever negative signals are associated with stock issues would be avoided as it would send investors conflicting signals over time regarding the firm’s future prospects d. (1) Describe the procedures a company follows when it makes a distribution through dividend payments. i. Declaration date ii. Dividend goes with stock (owner on this day will get dividend) iii. Ex-dividend date (purchaser on or after this date doesn't get dividend) iv. Holder-of-record date v. Payment date (2) What is a stock repurchase? Describe the procedures a company follows when it makes a distribution through a stock repurchase. A firm may distribute cash to stockholders by repurchasing its own stock rather than paying out cash dividends. Stock repurchases can be used (1) somewhat routinely as an alternative to regular dividends, (2) to dispose of excess (nonrecurring) cash that came from asset sales or from temporarily high earnings, and (3) in connection with a capital structure change in which debt is sold and the proceeds are used to buy back shares. A company announces intent to purchase of its own stock during a specific period. The announcement is not binding; in fact, companies often don’t actually complete the repurchase. Three methods are used for a repurchase: (1) Open market (usually through trustee) with stock purchases spread over a period of time; (2) Tender offer, where company buys directly from shareholders who wish to tender their stock to the company; or (3) Targeted stock repurchase in which the company buys from a large block holder. 3 Sarah Faheem - 18423 e. Discuss the advantages and disadvantages of a firm repurchasing its own shares. Advantages of repurchases: i. A repurchase announcement may be viewed as a positive signal that management believes the shares are undervalued. ii. Stockholders have a choice--if they want cash, they can tender their shares, receive the cash, and pay the taxes, or they can keep their shares and avoid taxes. On the other hand, one must accept a cash dividend and pay taxes on it. iii. If the company raises the dividend to dispose of excess cash, this higher dividend must be maintained to avoid adverse stock price reactions. A stock repurchase, on the other hand, does not obligate management to future repurchases. iv. Repurchased stock, called treasury stock, can also be resold in the open market if the firm needs cash. v. Repurchases can be varied from year to year without giving off adverse signals, while dividends may not. Disadvantages of repurchases: i. A repurchase could reduce the number of shares of company in the market which can increase the share price which can give false illusion the investor. ii. It can also give false estimates of the company’s valuation as it can increase EPS and ROI rapidly. f. Suppose IWT has decided to distribute $50 million, which it presently is holding in liquid short term investments. IWT’s value of operations is estimated to be about $1,937.5 million, and it has $387.5 million in debt (it has no preferred stock). As mentioned previously, IWT has 100 million shares of stock outstanding. (1) Assume that IWT has not yet made the distribution. What is IWT’s intrinsic value of equity? What is its intrinsic stock price per share? Value of operations + Value of nonoperating assets Total intrinsic value of firm − Debt Intrinsic value of equity ÷ Number of shares (100) Intrinsic price per share $1,937.50 50.00 $1,987.50 387.50 $1,600.00 $16.00 (2) Now suppose that IWT has just made the $50 million distribution in the form of dividends. What is IWT’s intrinsic value of equity? What is its intrinsic stock price per share? Before After Dividend Value of operations $1,937.50 $1,937.50 + Value of nonoperating assets 50.00 0.00 Total intrinsic value of firm $1,987.50 $1,937.50 − Debt 387.50 387.50 Intrinsic value of equity $1,600.00 $1,550.00 ÷ Number of shares (100) Intrinsic price per share $16.00 $15.50 Dividend per share $0.50 4 Sarah Faheem - 18423 (3) Suppose instead that IWT has just made the $50 million distribution in the form of a stock repurchase. Now what is IWT’s intrinsic value of equity? How many shares did IWT repurchase? How many shares remained outstanding after the repurchase? What is its intrinsic stock price per share after the repurchase? nPost = nPrior − (CashRep/PPrior) nPost = 100 − ($50/$16) nPost = 100 − 3.125 = 96.875 Value of operations + Value of nonoperating assets Total intrinsic value of firm − Debt Intrinsic value of equity ÷ Number of shares Intrinsic price per share Number of shares repurchased Before $1,937.50 50.00 $1,987.50 387.50 $1,600.00 100.00 $16.00 After Repurchase $1,937.50 0.00 $1,937.50 387.50 $1,550.00 96.875 $16.00 3.125 g. Describe the series of steps that most firms take when setting dividend policy. The steps in setting policy are listed below: i. The firm forecasts its annual capital budgets and its annual sales, along with its working capital needs, for a relatively long-term planning horizon, often 5 years. ii. With its capital structure and investment requirements in mind, the firm can estimate the approximate amount of debt and equity financing required during each year over the planning horizon. iii. A long-term target payout ratio is then determined, based on the residual model concept. Because of flotation costs and potential negative signalling, the firm will not want to issue common stock unless this is absolutely necessary. At the same time, due to the clientele effect, the firm will move cautiously from its past dividend policy, if a new policy appears to be warranted, and it will move toward any new policy gradually rather than in one giant step. iv. An actual dividend, the size of this dividend will reflect (1) the long-run target payout ratio and (2) the probability that the dividend, once set, will have to be lowered, or, worse yet, omitted. If there is a great deal of uncertainty about cash flows and capital needs, then a relatively low initial dollar dividend will be set, for this will minimize the probability that the firm will have to either reduce the dividend or sell new common stock. The firm will run its corporate planning model so that management can see what is likely to happen with different initial dividends and projected growth rates under different economic scenarios. 5 Sarah Faheem - 18423 h. What are stock splits and stock dividends? What are the advantages and disadvantages of each? Stock Split: A stock split is when a company lowers the price of its stock by splitting each existing share into more than one share. For example, a company might take one share of stock and split it into two shares. The total combined value of the two new shares still equals the price of the previous one share Advantages of Stock Splits: Improve liquidity Make selling put options cheaper Often increase share price Disadvantages of Stock Splits: Could increase volatility Stock splits costs money Stock Dividend: When it uses a stock dividend, a firm issues new shares in lieu of paying a cash dividend. For example, in a 5 percent stock dividend, the holder of 100 shares would receive an additional 5 shares. Advantages of Stock Dividend: Company's cash balance remains the same Decrease in share price may attract new investors Stock dividends are not treated as taxable for investors until sold Disadvantages of Stock Dividend: Bonus shares dilute the share price Stock dividends may signal financial instability for the company Less cash income for the investor i. What is a dividend reinvestment plan (DRIP), and how does it work? Under a dividend reinvestment plan (DRIP), shareholders have the option of automatically reinvesting their dividends in shares of the firm’s common stock. In an open market purchase plan, a trustee pools all the dividends to be reinvested and then buys shares on the open market. Shareholders use the drip for below reasons: Brokerage costs are reduced by the volume purchases. The DRIP is a convenient way to invest excess funds. For example, consider an investor that receives a cash dividend on his shares. The investor fully participates in a DRIP and reinvests the cash dividends for additional shares. During the next dividend payout, the investor will receive more cash dividends due to the additional shares purchased through the DRIP. 6