Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Week 11: FNCE10002 Principles of Finance Capital Structure and Payout Policy II Mrinal Mishra, Ph.D. Senior Lecturer, Department of Finance Room 12.044, Faculty of Business and Economics 03 903 53420 mrinal.mishra@unimelb.edu.au 11.1 1 11. Capital Structure and Payout Policy II 1. 2. 3. 4. Examine various payout policies of firms Examine bonus shares and share splits Examine the factors affecting dividend and share repurchase decisions Does payout policy affect firm value?: An overview of theory and practice These notes have been prepared by Asjeet S. Lamba, Department of Finance, University of Melbourne for use by students enrolled in FNCE10002 Principles of Finance. Please let me know if you find any typos or errors. This material is copyrighted by Asjeet S. Lamba and reproduced under license by the University of Melbourne (© 2017-23) 11.2 2 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Required Readings: Weeks 11 – 12 Week 11 GRAH, Ch. 13 (Review Sec 13.1 – 13.3) Ch. 15 Week 12 GRAH, Ch. 8 (Sec 8.1 – 8.3) 11.3 3 11.1 Payout Policies of Firms The net after-tax cash flows (or free cash flows) of a firm can be put to several uses, including paying dividends and repurchasing shares 11.4 4 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Summary of Payout Policies Regular dividend Dividends paid out to the shareholders every period (usually quarter, half-year or full year) Special dividend A one-time dividend payment made by a firm, which is usually much larger than its regular dividend Share split and bonus shares A dividend paid in ordinary shares rather than as cash to shareholders Share repurchase (or share buyback) A return of cash to shareholders via either an on-market or off-market repurchase of shares Liquidating dividend (not covered) A return of capital to shareholders from a business operation that is being terminated 11.5 5 Institutional Features of Dividends Dividend declaration (or announcement) date Record date The date on which the names all persons appearing as shareholders are entitled to receive the dividend Ex-dividend date Typically, 1 – 2 business days before the record date so there is enough time for company records to be updated If you purchase the shares before this date, you receive the announced dividend On, or after, this date you do not receive the announced dividend Payment date Date dividend is paid electronically (or mailed) Link to dividend information on ASX-listed firms: https://www.asx.com.au/asx/markets/dividends.do 6 11.6 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Case Study 1: CBA’s Dividend Announcement Feb 15, 2023: Commonwealth Bank of Australia (ASX code: CBA) announced a fully franked interim dividend of $2.10 per share. The 2023 interim dividend will be paid on 30 March 2023. The ex-dividend date is 22 February 2023 and the record date is 23 February 2023 (5 pm AEDT). The Group’s dividend reinvestment plan (DRP) will continue to operate. No discount will be applied to shares issued under the DRP for this dividend Source: www.commbank.com.au/about-us/shareholders/shareholder-information/dividend.html Summary of CBA’s interim dividend of $2.10 per share Declaration date 15 February 2023 (Wednesday) Ex-dividend date 22 February 2023 (Wednesday) Record date 23 February 2023 (Thursday) Final dividend payment date 30 March 2023 (Thursday) 11.7 7 Case Study 1: CBA’s Dividend Announcement Declaration Date February 15 Record Date February 23 Payment Date March 30 Ex-Dividend Date February 22 The dividend of $2.10 declared by CBA on February 15 is payable on March 30 to shareholders of record on February 23 The ex-dividend date is 1 business day before the record date Shares trade without the dividend (“ex dividend”) from February 22 onwards Shares trade with the dividend (“cum dividend”) before February 22 If no new information comes to the market, what will likely happen to the price of shares on the ex-dividend date and why? 8 11.8 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Case Study 1: CBA’s Dividend Announcement $112 Declaration date: Feb 15 (Price = $103.00, Price drop = $6.25! – What happened here?) $110 $108 Feb 21 (Price = $101.52) Feb 14 (Price = $109.25) Share Price $106 Record date: Feb 23 (Price = $99.90) $104 $102 Payment date: Mar 30 (Price = $97.75) $100 $98 $96 Ex dividend date: Feb 22 (Price = $99.20, Price drop = $2.32) $94 01-Feb-23 09-Feb-23 17-Feb-23 25-Feb-23 05-Mar-23 13-Mar-23 21-Mar-23 29-Mar-23 Source: https://finance.yahoo.com/quote/CBA.AX?p=CBA.AX. Daily share price data for CBA from Feb 1 – Mar 31, 2023 11.9 9 Dividend Payout Policies Pure residual dividend policy Pay out any earnings that the firm does not need to reinvest Dividends and dividend payout ratios tend to be unstable Smoothed (or fixed) dividend policy Target a proportion of earnings to be paid out as dividends Objective here is for the dividends to equal the (long run) difference between expected earnings and expected capital expenditures – Stable dividends over time Constant payout dividend policy Pay a constant amount as dividends Stable dividend payout ratio but unstable dividend amounts Low regular dividend and special (or extra) dividend policy 11.10 10 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Dividend Payout Policies Illustration: ABL Ltd has projected the following total net income and capital expenditures Net Income Capital Expenditures Year 1 $3,000,000 $2,000,000 Year 2 $4,000,000 $5,000,000 Year 3 $5,000,000 $3,000,000 ABL has 2,000,000 shares outstanding and currently pays an annual dividend of $0.50 per share. For each scenario below, calculate the dividends per share paid and external financing needed over the next three years. Case 1: The company adopts a pure residual dividend policy Case 2: The company maintains its current dividend per share of $0.50 Case 3: The company maintains a fixed dividend payout ratio of 40 percent. Comment on the degree of variability in dividends for each scenario above 11.11 11 Dividend Payout Policies Case 1: The company adopts a pure residual dividend policy 1. Net income 2. Capital expenditures 3. Net cash flows = (1) − (2) 4. Total dividends* 5. Total shares outstanding 6. External financing required 7. Dividend per share** Year 1 $3,000,000 $2,000,000 $1,000,000 $1,000,000 2,000,000 $0 $0.50 Year 2 $4,000,000 $5,000,000 −$1,000,000 $0 2,000,000 $1,000,000 $0.00 Year 3 $5,000,000 $3,000,000 $2,000,000 $2,000,000 2,000,000 $0 $1.00 * Total dividend = Net income – Capital expenditure (if positive) ** Dividend per share = Total dividend/2000000 11.12 12 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Dividend Payout Policies Case 2: The company maintains its current dividend per share of $0.50 1. Net income 2. Capital expenditures 3. Net cash flows = (1) − (2) 4. Total dividends* 5. Total shares outstanding 6. External financing required 7. Dividend per share** Year 1 $3,000,000 $2,000,000 $1,000,000 $1,000,000 2,000,000 $0 $0.50 Year 2 $4,000,000 $5,000,000 −$1,000,000 $1,000,000 2,000,000 $2,000,000 $0.50 Year 3 $5,000,000 $3,000,000 $2,000,000 $1,000,000 2,000,000 $0 $0.50 * Total dividend = 0.50 × 2000000 shares ** Dividend per share = Total dividend/2000000 11.13 13 Dividend Payout Policies Case 3: The company maintains a fixed dividend payout ratio of 40 percent 1. Net income 2. Capital expenditures 3. Net cash flows = (1) − (2) 4. Total dividends* 5. Total shares outstanding 6. External financing required 7. Dividend per share** Year 1 $3,000,000 $2,000,000 $1,000,000 $1,200,000 2,000,000 $200,000 $0.60 Year 2 $4,000,000 $5,000,000 −$1,000,000 $1,600,000 2,000,000 $2,600,000 $0.80 Year 3 $5,000,000 $3,000,000 $2,000,000 $2,000,000 2,000,000 $0 $1.00 * Total dividend = 0.40 × Net income ** Dividend per share = Total dividend/2000000 What trends do we observe? www.pollev.com/Mrinal 11.14 14 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Low Regular Dividend and Extra Dividend Policy This policy involves paying a low regular dividend, supplemented by special (or extra) cash dividends as warranted by earnings The graph on the next slide shows the dividend history of Costco Wholesale Corp (Nasdaq: COST) from 2011 – 2020 when it has paid a relatively low quarterly dividend supplemented with large special dividends every 2 to 3 years Payable Amount Type 11-Dec-20 $10.00 Special Cash 13-Nov-20 $0.70 Regular Cash 14-Aug-20 $0.70 Regular Cash 15-May-20 $0.70 Regular Cash 21-Feb-20 $0.65 Regular Cash Dividend yield for regular dividend paid in Nov 2020: 0.70/380.20 = 0.18% Dividend yield for special dividend paid in Dec 2020: 10.00/365.60 = 2.74% What are the incentives or reasons for doing so? Any thoughts? 11.15 15 Low Regular Dividend and Extra Dividend Policy Special dividend: $10.00 $10.00 $9.00 $8.00 Special dividend: $7.00 Special dividend: $7.00 $7.00 $6.00 Special dividend: $5.00 $5.00 $4.00 $3.00 $2.00 Regular dividends $1.00 Jun-20 Oct-20 Feb-20 Jun-19 Oct-19 Feb-19 Jun-18 Oct-18 Feb-18 Jun-17 Oct-17 Feb-17 Jun-16 Oct-16 Feb-16 Jun-15 Oct-15 Feb-15 Jun-14 Oct-14 Feb-14 Jun-13 Oct-13 Feb-13 Jun-12 Oct-12 Feb-12 Jun-11 Oct-11 Feb-11 $0.00 11.16 16 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Examples of Dividend Payout Policies in Australia 11.17 17 Examples of Dividend Payout Policies in Australia www.pollev.com/Mrinal Source: Bergmann (2016) “The Rise in Dividend Payments”, RBA Bulletin, Table 2. Public statements of dividend policies of selected ASX 20 companies. 18 11.18 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Dividend Payouts in Practice: The US Experience Evidence suggests that firms smoothen dividends over time rather than adjusting them in response to earnings changes Repurchase are typically used to return temporary earnings to shareholders 11.19 19 Dividend Payout Ratios in the US and Australia What accounts for the significant divergence in payout ratios between the US and Australia since the 1990s? 11.20 20 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne The Classical Versus Imputation Tax Systems The significant divergence in payout ratios between the US and Australia since the 1990s can be attributed to differences in how dividend income is taxed in Australia versus the US US: The “classical” tax system Australia: The imputation tax system which was introduced in 1987 Illustration: A company has taxable earnings of $1,000,000, 1 million shares outstanding, and a 100% dividend payout policy. Its corporate tax rate is 30%. Shareholder A has a marginal tax rate of 40% and she owns 1,000 shares of the company, or 0.1% of the shares outstanding. Shareholder B has a marginal tax rate is 15% and he also owns 1,000 shares of the company 0.1% of the shares outstanding 11.21 21 The Classical Versus Imputation Tax Systems At the company level… Taxable earnings $1,000,000 Corporate tax (at 30%) $300,000 Net income (= Dividend paid) $700,000 Number of shares 1,000,000 Dividend per share $0.70 At the shareholder level, before personal taxes… Share of earnings (0.1%) $1,000 Dividends received (0.1%) $700 11.22 22 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne The Classical Versus Imputation Tax Systems At the shareholder level, after personal taxes… 23 Shareholder A (tp = 40%) Shareholder B (tp = 15%) Dividends received (0.1%) $700 $700 Personal tax (at tp) $280 $105 After-tax dividend $420 $595 𝐸𝑎𝑟𝑛𝑖𝑛𝑔𝑠 × 1 − 𝑡 × 1−𝑡 = 𝐴𝑓𝑡𝑒𝑟 𝑡𝑎𝑥 𝑑𝑖𝑣𝑖𝑑𝑒𝑛𝑑𝑠 $1,000 × 1 − 0.30 × 1 − 𝑡 = 𝐴𝑓𝑡𝑒𝑟 𝑡𝑎𝑥 𝑑𝑖𝑣𝑖𝑑𝑒𝑛𝑑𝑠 $1,000 × 1 − 0.30 × 1 − 0.40 = $420 𝑓𝑜𝑟 𝑆ℎ𝑎𝑟𝑒ℎ𝑜𝑙𝑑𝑒𝑟 𝐴 $1,000 × 1 − 0.30 × 1 − 0.15 = $595 𝑓𝑜𝑟 𝑆ℎ𝑎𝑟𝑒ℎ𝑜𝑙𝑑𝑒𝑟 𝐵 The net effect of a classical tax system is that earnings are double-taxed, first at the corporate level and then at the personal level 11.23 23 The Classical Versus Imputation Tax Systems The imputation tax system in Australia seeks to eliminate the double-taxation of dividends at the investor level It’s called the imputation system because it attributes (or imputes) taxes owed by the company to its shareholders Two important features of the imputation tax system… Resident taxpayers pay tax on the pre-corporate tax income that gave rise to the dividend, rather than the dividend itself. This is known as the “grossed-up” dividend and is calculated as… 𝐷𝑖𝑣 = Resident taxpayers then receive a tax credit for the corporate taxes already paid This is known as a franking credit or imputation credit 24 24 11.24 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne The Classical Versus Imputation Tax Systems Under the imputation system, at the shareholder level, after personal taxes… 25 Shareholder A (tp = 40%) Shareholder B (tp = 15%) $700 $700 700/(1 – 0.3) = $1,000 700/(1 – 0.3) = $1,000 Personal tax liability (at tp)1 $400 $150 Franking credit (0.1%)2 $300 $300 After-tax dividend3 $600 $850 Dividends received (0.1%) Grossed-up dividends Notes: 1. Personal tax liability = (Grossed-up dividend) × tp 2. Franking credit = Earnings × tc 3. After-tax dividend = Dividends received – Personal tax liability + Franking credit 11.25 25 The Classical Versus Imputation Tax Systems 26paid out as dividends are The net effect of an imputation tax system is that earnings taxed only once at the shareholder’s marginal tax rate 𝐸𝑎𝑟𝑛𝑖𝑛𝑔𝑠 × 1−𝑡 = 𝐴𝑓𝑡𝑒𝑟 𝑡𝑎𝑥 𝑑𝑖𝑣𝑖𝑑𝑒𝑛𝑑𝑠 $1,000 × 1 − 0.40 = $600 𝑓𝑜𝑟 𝑆ℎ𝑎𝑟𝑒ℎ𝑜𝑙𝑑𝑒𝑟 𝐴 $1,000 × 1 − 0.15 = $850 𝑓𝑜𝑟 𝑆ℎ𝑎𝑟𝑒ℎ𝑜𝑙𝑑𝑒𝑟 𝐵 Compare this with the situation under the classical tax system… $1,000 × $1,000 × 1 − 0.30 × 1 − 0.40 = $420 𝑓𝑜𝑟 𝑆ℎ𝑎𝑟𝑒ℎ𝑜𝑙𝑑𝑒𝑟 𝐴 1 − 0.30 × 1 − 0.15 = $595 𝑓𝑜𝑟 𝑆ℎ𝑎𝑟𝑒ℎ𝑜𝑙𝑑𝑒𝑟 𝐵 How has the imputation tax system influenced firms’ dividend payout policies? 11.26 26 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Dividend Payouts in Practice: The Australian Experience Average dividend yields of Australia firms are over 3.5% and second to dividend yields in the UK Source: https://www.adviservoice.com.au/2020/12/cpd-the-australian-dividend-landscape-versus-global-dividends, Chart 5 which shows average dividend yields for selected markets and regions at the end of 2020. 11.27 27 Dividend Payouts in Practice: The Australian Experience Average dividend payout ratios of Australia firms are almost 80% and second to dividend payout ratios in the UK Source: https://www.adviservoice.com.au/2020/12/cpd-the-australian-dividend-landscape-versus-global-dividends, Chart 6 which shows average dividend payout ratios for selected markets and regions at the end of 2020. 28 11.28 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Dividend Payouts in Practice: The Australian Experience Dividend payout ratios and dividend yields for selected Australia firms show that 75% of all companies pay out 50% or more of their earnings, only 18% of companies have a higher retention rate, and very few (7%) have the highest reinvestment Source: https://www.adviservoice.com.au/2020/12/cpd-the-australian-dividend-landscape-versus-global-dividends, Chart 7 which shows dividend payout ratios and dividend yields for selected ASX-listed firms at the end of 2020. 11.29 29 Dividend Payouts in Practice: The Australian Experience Dividend payout ratios and dividend yields for selected industrial sectors show that there is a tendency for these to be high across most sectors with only the healthcare and IT sectors reinvesting for the future Source: https://www.adviservoice.com.au/2020/12/cpd-the-australian-dividend-landscape-versus-global-dividends, Chart 8 which shows dividend payout ratios and dividend yields for selected sectors on the ASX at the end of 2020. 30 11.30 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne 11.2 Bonus Shares and Share Splits Bonus shares (or share dividends) are payments made to existing shareholders where the dividend takes the form of new shares issued Example 1: A company has 10 million shares outstanding trading at $10 per share. If it pays a 20% share dividend what will happen to the number of shares outstanding, the share price and the market value of its shares? The number of shares outstanding increases by 20%: 10 × 1.20 = 12 million The price per share changes by a factor of 1/1.20 = 0.833 (Not a 20% fall!) Price after share dividend = 10.00 × 0.833 = $8.33 The market value of shares does not change… Before payment: 10 × 10.00 = $100 million After payment: 12 × 8.33 = $100 million 11.31 31 Bonus Shares and Share Splits Share splits affect a company’s shares in a similar way to share dividends. When a company conducts a share split, its share price declines because the number of outstanding shares increases Example 2: A company has 10 million shares outstanding trading at $10 per share. If it conducts a 2-for-1 share split what will happen to the number of shares outstanding, the share price and the market value of its shares? What would happen if this was a 5-for-1 share split? A 2-for-1 share split means that for every 1 share owned you receive 2 shares after the split A 5-for-1 share split means that for every 1 share owned you receive 5 shares after the split 11.32 32 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Bonus Shares and Share Splits In the case of a 2-for-1 share split… The number of shares outstanding double: 10 × 2 = 20 million The price per share changes by a factor of 1/2 = 0.5 Price after share split = 10.00 × 0.5 = $5.00 The market value of shares does not change… Before share split: 10 × 10.00 = $100 million After share split: 20 × 5.00 = $100 million 11.33 33 Bonus Shares and Share Splits In the case of a 5-for-1 share split… The number of shares outstanding increases five-fold: 10 × 5 = 50 million The price per share changes by a factor of 1/5 = 0.2 Price after share split = 10.00 × 0.2 = $2.00 The market value of shares does not change… Before share split: 10 × 10.00 = $100 million After share split: 50 × 2.00 = $100 million 11.34 34 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Bonus Shares and Share Splits Reverse share splits are the opposite of share splits where the number of shares outstanding decreases, and the share price rises as a result of a consolidation of shares Example 3: A company has 1 billion shares outstanding trading at $0.10 per share. If it conducts a 1for-100 reverse share split what will happen to the number of shares outstanding, the share price and the market value of its shares? The number of shares outstanding falls by a factor of 100: 1000/100 = 10 million The price per share rises by a factor of 100: 0.10 × 100 = $10.00 The market value of shares does not change… Before reverse share split: 1000 × 0.10 = $100 million After reverse share split: 10 × 10.00 = $100 million If nothing changes, why do firms bother with share splits or reverse share splits? Affordability Liquidity Signaling 11.35 35 Case Study 2: Would you Like a Split With Your Latte? Starbucks Corp. (Nasdaq: SBUX) issued 2.1 million shares at $17.00 and listed on the Nasdaq market on 26 June 1992. Since then, Starbucks’ shares have split 6 times where each split was a 2-for-1 share split (see next slide). Calculate the split adjusted IPO price of the company. The share price of Starbucks in mid-May 2024 was $74.93. What would this share price have been if the company had never split its shares? Calculate Starbucks’ total rate of return since the IPO (ignoring dividends). Calculate Starbucks’ compounded annual rate of return since its IPO (ignoring dividends). (To simplify the analysis, assume that year 0 is the end of 1992) 11.36 36 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Case Study 2: Would you Like a Split With Your Latte? The table shows the share split history of Starbucks since its IPO Starbucks Corp’s Split History Date Split ratio 30-Sep-93 2-for-1 04-Dec-95 2-for-1 22-Mar-99 2-for-1 30-Apr-01 2-for-1 24-Oct-05 2-for-1 09-Apr-15 2-for-1 Source: https://investor.starbucks.com/stock-information/dividend-and-stock-split-history/default.aspx For example, if you had purchased 1,000 shares after Starbucks went public in June 1992, on 30 Sep 1993 he would have received 2,000 shares for these 1,000 shares and the share price would have halved. By end-April 2015 he would have owned 64,000 shares! 11.37 37 Case Study 2: Would you Like a Split With Your Latte? Source: finance.yahoo.com. Share price and split history of Starbucks Corp (Nasdaq: SBUX) since its IPO in June 1992 adjusted for the six share splits. The S letter indicates the 2-for-1 stock splits over this period. 38 11.38 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Case Study 2: Would you Like a Split With Your Latte? The IPO price, adjusted for the six splits = 17/(2 × 2 × 2 × 2 × 2 × 2) = $0.265625 What would this share price have been if the company had never split its shares? The share price on May 6, 2024 was $74.93 The unadjusted share price would have been… 74.93 × (2 × 2 × 2 × 2 × 2 × 2) = $4,795 What is Starbucks’ total return since the IPO (ignoring dividends)? Using the prices adjusted for share splits… Total RSBUX = (74.93 – 0.265625)/0.265625 = approx. 28,100%! Alternatively, using the prices unadjusted for share splits… Total RSBUX = (4795 – 17.00)/17.00 = approx. 28,100% 11.39 39 Case Study 2: Would you Like a Split With Your Latte? What is Starbucks’ compounded annual return since its IPO (ignoring dividends)? Assuming that year 0 is the end of 1992 and we’re at the end of 2023, we have… Total number of years, n = 2023 – 1992 = 31 years Using the prices adjusted for share splits… 74.93 = 0.265625(1 + RSBUX)31 RSBUX = (74.93/0.265625)1/31 – 1 = 19.96% Using the prices unadjusted for share splits… 4795 = 17(1 + RSBUX)31 RSBUX = (4795/17)1/31 – 1 = 19.96% 11.40 40 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne 11.3 Factors Affecting Dividends and Share Repurchases Share repurchases (or share buybacks in Australia) have become a significant mechanism for returning cash to shareholders since the early 2000s (see next graph) They enhance shareholder value, perhaps because they have traditionally been a tax- advantaged method of distributing cash Two methods of repurchasing shares in Australia… Off-market buybacks On-market buybacks (our focus) Note that in Australia shares repurchased are cancelled, reducing the shares outstanding Share repurchases can also potentially send a positive signal to investors in the market that management believes the shares are undervalued A commonly cited advantage of share buybacks is that they increase the company’s earnings per share as the number of shares on issue declines (see next slide) 11.41 41 Factors Affecting Dividends and Share Repurchases Investors Rewarded with Bumper Dividends, Buybacks Aug 31, 2021: The latest corporate profit reporting season saw three-quarters of companies reporting higher earnings than a year ago, with more than $34 billion in dividends declared as well as $20-billion worth of share buybacks. The resources sector was the standout, with profit growth of almost 100 per cent on the back of soaring commodity prices… A feature of the reporting season, which runs during August, is how keen companies are to reward shareholders – not only with higher or special dividends but also with share buybacks. Buybacks benefit shareholders as, with fewer shares in circulation, earnings per share improves as do dividends per share. Source: https://www.smh.com.au/business/companies/investors-rewarded-with-bumper-dividends-buybacks 11.42 42 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Factors Affecting Dividends and Share Repurchases However… Where does the cash to buyback shares come from? What are the three possible sources? If (say) a company sells 10% of its productive assets to raise cash to buyback 10% of its shares, what would you expect to happen to its earnings? Any comprehensive payout policy involves examining dividend payments and implementing share repurchase programs together 11.43 43 Factors Affecting Dividends and Share Repurchases In the US, share repurchases have become a significant mechanism for returning cash to shareholders since the early 2000s 11.44 44 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Dividends Versus Share Repurchases On average, share repurchases are viewed as being discretionary whereas dividends are not 11.45 45 Dividends Versus Share Repurchases Undervaluation Note! Several factors determine the decision of managers to repurchase shares 11.46 46 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne 11.4 Does Payout Policy Affect Firm Value?: Theory In addition to their capital structure theory, Modigliani and Miller (1961) also proposed the dividend irrelevance theory The main assumptions of this theory are… Capital markets are perfect The firm can issue and sell new shares as and when needed There are no personal taxes The firm is all-equity financed (capital structure decisions are ignored) The firm has a given investment plan which is not affected by changes in its dividends (capital investment decisions are ignored) Firm value is determined only by the earnings generated by the firm’s assets How the earnings stream is divided between dividends and retained earnings does not affect shareholders’ wealth 11.47 47 Does Payout Policy Affect Firm Value?: Theory Illustration: Genron Corp’s board is meeting to decide how to pay out $20 million in excess cash to shareholders. Genron has no debt and its cost of equity equals its (unlevered) cost of capital of 12%. It has 10 million shares outstanding so the firm will be able to pay a $2 per share dividend immediately. The firm expects to generate future net cash flows of $48 million per year and anticipates paying a dividend of $4.80 per share every year thereafter. Which, if any, of the following three payout policies would be preferred by shareholders? Policy 1: Pay dividends with excess cash Policy 2: Repurchase shares and pay no dividend Policy 3: Pay a higher dividend now and issue new equity 11.48 48 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Does Payout Policy Affect Firm Value?: Theory The firm’s total market value today is… V0 = Cash on hand + PV(Expected cash flows) V0 = 20.0 + 48.0/0.12 = $420 million Policy 1: Pay dividends with excess cash Before the dividend is paid, the shares trade with the dividend (or cum-dividend) and when the shares begin to trade ex-dividend the share price drops by the amount of the dividend (see next slide) 11.49 49 Does Payout Policy Affect Firm Value?: Theory The firm’s cum-dividend price is the price including the current period’s dividend, that is… PCum-Div = D0 + PV(Future dividends) 𝑃 = 2.00 + 4.80 = 2.00 + 40.00 = $42.00 0.12 After the ex-dividend date, new shareholders will not receive the current dividend so the firm’s share price will fall to… 4.80 𝑃 = 𝑃𝑉(Future dividends) = = $40.00 0.12 The original shareholders receive $2.00 dividend, and their shares are now worth $40.00 so their wealth does not change 11.50 50 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Does Payout Policy Affect Firm Value?: Theory Policy 1: Pay dividends with excess cash Cum-Dividend Ex-Dividend Cash $20,000,000 $0 Other assets $400,000,000 $400,000,000 Total market value $420,000,000 $400,000,000 Total shares 10,000,000 10,000,000 Share price $42.00 $40.00 In a perfect capital market, when a dividend is paid with excess cash, shareholders will be indifferent because their preand post-dividend wealth remains unchanged 11.51 51 Does Payout Policy Affect Firm Value?: Theory Policy 2: Repurchase shares and pay no dividend Suppose that instead of paying a dividend now the firm uses the $20 million to repurchase its shares on the open market The number of shares repurchased is… 20000000/42.00 = 476,190 shares The number of shares outstanding after the repurchase are… 10000000 – 476190 = 9,523,810 shares After the repurchase, the firm’s expected dividend per share will increase to… 48000000/9523810 = $5.04 per share P0 = 5.04/0.12 = $42.00 How has the wealth of original shareholders changed? 11.52 52 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Does Payout Policy Affect Firm Value?: Theory Policy 2: Repurchase shares and pay no dividend Before repurchase After repurchase Cash $20,000,000 $0 Other assets $400,000,000 $400,000,000 Total market value $420,000,000 $400,000,000 Total shares 10,000,000 9,523,810 Share price $42.00 $42.00 In perfect capital markets, an open market share repurchase has no effect on the share price, and the share price is the same as the cum-dividend price if a dividend were paid instead 11.53 53 Does Payout Policy Affect Firm Value?: Theory What if investors have different preferences for cash versus shares? Would this not result in payout policy affecting firm value? Example: An investor owns 2,000 shares of Genron. What is this investor’s situation after a dividend payment versus the share repurchase if she does not sell her shares back to the firm? Dividend Repurchase Market value of shares 40.00(2000) = $80,000 42.00(2000) = $84,000 Cash from dividend Total value 2.00(2000) = $4,000 $84,000 $84,000 11.54 54 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Does Payout Policy Affect Firm Value?: Theory If the firm repurchases shares but this shareholder wants cash, she can raise cash by selling shares That is, investors can create their own homemade dividend To raise $4,000 in cash, she needs to sell… 4000/42 ≈ 95 shares Value of shares remaining = 1905 × 42.00 ≈ $80,000 If the firm pays a dividend and this shareholder prefers shares, she can use the dividend paid to purchase additional shares Number of shares purchased… 4000/40 = 100 shares Value of total shares = 2100 × 40.00 = $84,000 11.55 55 Does Payout Policy Affect Firm Value?: Theory The investor’s wealth does not change as a result of the firm’s decision to pay dividends versus repurchase shares. What the firm does the investor can undo! Repurchase and sell shares Dividend and buy shares 42.00(1905) ≈ $80,000 40.00(2100) = $84,000 42.00(95) ≈ $4,000 $84,000 $84,000 By selling shares or reinvesting dividends investors can replicate either of the firm’s payout method on their own In perfect capital markets, investors are indifferent between the firm distributing funds via dividends or share repurchases 11.56 56 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Does Payout Policy Affect Firm Value?: Theory Policy 3: Pay a higher dividend and issue new equity Suppose the firm wants to pay a dividend larger than $2.00 per share right now, but it only has $20 million in cash today Assume the firm wants to pay a $48 million dividend now rather than in one year’s time (as planned) The firm would need an additional $28 million to pay the larger dividend now. To do this, the firm decides to raise the cash by selling new shares Given a current share price of $42.00, the firm could raise $28 million by selling 666,667 shares 28000000/42.00 = 666,667 shares The total number of shares outstanding after the share issue is 10,666,667 shares 11.57 57 Does Payout Policy Affect Firm Value?: Theory So, the new dividend per share is… 48000000/10,666,667 = $4.50 The cum-dividend share price is… PCum-Div = D0 + PV(Future dividends) PCum-Div = 4.50 + 4.50/0.12 = $42.00 There is a trade-off between current and future dividends… A higher dividend now implies lower dividends in the future A lower dividend now implies higher dividends in the future In perfect capital markets, holding fixed the investment policy of a firm, the firm’s choice of dividend policy is irrelevant and does not affect the share price today 11.58 58 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Does Payout Policy Affect Firm Value?: Theory Summary of outcomes from the three payout policies Dividend per share paid Initial share price Year 0 Year 1 Year 2 ... Policy 1 $42.00 $2.00 $4.80 $4.80 ... Policy 2 $42.00 $0.00 $5.04 $5.04 ... Policy 3 $42.00 $4.50 $4.50 $4.50 ... What about the real world? Evidence indicates that managers pay a lot of attention to their payout policies, as does the market What market imperfections have we not considered? 11.59 59 Does Payout Policy Affect Firm Value?: Practice In theory payout policy does not matter but all evidence indicates that managers pay a lot of attention to payout policy, as does the market This means that there are market imperfections that need to be considered The differential tax treatment of dividend income versus capital gains is the most obvious market imperfection that can result in shareholders preferring other payout alternatives over dividend payments, or vice versa We examine this difference in the tax treatment of dividends by comparing a firm’s dividend policy under… A classical tax system An imputation tax system (briefly) 11.60 60 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Dividend Policy in a Classical Tax System Recall that under a classical tax system… From one dollar of corporate earnings, the shareholder ends up with (1 – tc)(1 – tp) dollars of after-personal-tax dividend and dividends are effectively taxed twice tc = The corporate tax rate tp = The marginal personal tax rate Long-term capital gains (that is, over 12 months or more) are taxed at a lower rate than dividends and the effective tax rate on capital gains may even approach zero if the sale of shares is postponed well into the future, or forever Shareholders will pay lower taxes if a firm uses share repurchases rather than dividends The optimal dividend policy would be to pay no dividends at all! 11.61 61 Dividend Policy in a Classical Tax System Note that the preference for share repurchases rather than dividends depends on the difference between the dividend tax rate and the capital gains tax rate As a result of their different tax rates investors will have varying preferences regarding dividends resulting in shareholder “clienteles” Shareholder “clienteles” imply… Shareholders who pay high taxes will tend to prefer low (or no) dividend-paying firms Shareholders who do not pay taxes (or pay low taxes) will prefer high dividend-paying firms What does this analysis suggest about dividend policy at the company level? 11.62 62 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Dividend Policy in an Imputation Tax System Under an imputation tax system in Australia… Earnings distributed as “franked” dividends to resident shareholders are effectively taxed only once at the shareholder’s (marginal) personal tax rate Long-term capital gains (that is, over 12 months or more) are taxed at half the rate of ordinary income If all of the firm’s shares were held by resident shareholders with marginal tax rates less than the corporate tax rate, then the optimal dividend policy would be to pay as much dividends as would exhaust all the available franking credits However… Not all shareholders are resident shareholders Individuals whose personal marginal tax rates are higher than the corporate tax rate would prefer the retention of earnings (or share repurchases) over dividends 11.63 63 Dividend Policy in an Imputation Tax System The implication is that shareholder “imputation clienteles” may exist at the firm level The interaction of capital gains tax and the imputation tax system means that shareholders with low marginal tax rates would prefer earnings to be paid out as fully franked dividends Shareholders in high marginal tax rates may tend to prefer earnings to be retained (or shares to be repurchased instead) What does this analysis suggest about dividend policy at the company level? 11.64 64 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Dividend Policy and Non-Tax Explanations The non-tax related explanations of why dividend policy may matter relate to various factors, including… Cash retention to cover potential future cash shortfalls Cash retention to help fund future growth opportunities Cash retention to avoid financial distress Payment of excessive cash to avoid the inefficient use of funds such as excessive executive perks, over-paying for acquisitions, etc Paying dividends to provide credible signals to the market 11.65 65 Dividend Policy and Non-Tax Explanations Research and surveys of managers has found that… Managers prefer to maintain relatively constant dividends over time Firms change dividends infrequently and dividends tend to be much less volatile than earnings Managers believe that investors prefer stable dividends with sustained growth over time Managers want to maintain a long-term target level of dividends as a fraction of earnings Implication: Firms raise their dividends only when they perceive a long-term sustainable increase in the expected level of future earnings, and cut dividends only as a last resort. That is, dividends tend to be sticky over time 11.66 66 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Dividend Policy and Non-Tax Explanations The dividend signaling hypothesis captures the notion that dividend changes reflect managers’ views about a firm’s future earning prospects If firms smoothen their dividends, the firm’s dividend payment decision may contain information regarding management’s expectations of future earnings When a firm increases its dividend, it typically sends a positive signal to investors that management expects to be able to afford the higher dividend for the foreseeable future When would an increase in dividends be viewed as a negative signal? When a firm decreases its dividend, it may signal that management has given up hope that earnings will rebound in the near term and so need to reduce the dividend to save cash 11.67 67 Does Dividend Policy Matter? Markets are not perfect and market imperfections drive managers to pay attention to do “what the market wants” Taxes are the obvious market imperfection but in some cases the irrelevance of dividend policy may still hold The classical tax system versus the imputation tax system Dividends do contain information and possess strong “signaling” elements as well. Increase in dividends may signal positive future earnings Dividends also impose managerial discipline and may result in lowering the “agency costs” between management and shareholders Some of these issues are considered in detail in FNCE20005 Corporate Financial Decision Making 11.68 68 Week 11: Capital Structure and Payout Policy II FNCE10002 Principles of Finance The University of Melbourne Key Concepts: What We’ve Done This Week Dividend policy relates to the trade-off between retaining earnings and paying out dividends In perfect capital markets, payout policy will not affect firm value and shareholder wealth Payout policy becomes important when we consider personal taxes and other market imperfections The imputation tax system eliminates double taxing of dividend income and may encourage higher dividend payout ratios Dividends contain information and possess strong “signaling” elements as well. An increase in dividends may signal positive future earnings 11.69 69