This lecture is mainly based the following textbooks:
Study review and practice: I strongly recommend using Prof. Henrique Castro (FGV-EAESP) materials. Below you can find the links to the corresponding exercises related to this lecture:
\(\rightarrow\) For coding replications, whenever applicable, please follow this page or hover on the specific slides with coding chunks.
Definition
Payout Policy is the the way a firm chooses between alternative ways to distribute free cash flow to its equityholders]
There are basically two ways by which a firm can return free cash flow to its shareholders:
Importantly, in Brazil, there are two important aspects that need to be taken into consideration:
\(\rightarrow\) In this lecture, we will study each of these options, understand their main aspects, usages, and discuss how they relate to a firm’s capital structure decision
Definition
Dividends are the compensation (in cash) that firms provide to its shareholders. Apart from capital gains (i.e, the appreciation of the share price over time), shareholders can also benefit from receiving a cash influx related to the excess cash from the firm’s operations
But how do firms decide how much to pay in dividends?
Note that dividends need not be limited to the net income generated by a firm - in fact, some firms issue additional equity or debt to pay out as dividends
Declaration Date: the date on which the board of directors authorizes the payment
Ex-Dividend Date: a date, two days prior to a dividend’s record date, on or after which anyone buying the stock will not be eligible for the dividend
Record Date: when a firm pays a dividend, only shareholders on record on this date receive
Payable Date (Distribution Date): a date, generally within a month after the record date, on which a firm mails dividend checks to its registered stockholders
Regular Dividends: often paid every quarter
Special Dividend: a one-time dividend payment a firm makes, which is usually much larger than a regular dividend
Stock Split (Stock Dividend): when a company issues a dividend in shares of stock rather than cash to its shareholders
Liquidation Dividend: when the dividend is paid while liquidating the firm’s business. Contrary to the others, it is taxed as capital gain
Definition
Share Repurchases are an alternative way to pay cash to investors is through a share repurchase or buyback. In short, the firm uses cash to buy shares of its own outstanding stock.
Like dividends, there are several ways in which a firm may operationalize share repurchases. The most common terms are:
Open Market Repurchases: when a firm repurchases shares in the open market - these represent about \(\small95\%\) of all repurchase transactions
Tender Offer: a public announcement to all existing security holders to buy back a specified amount of outstanding securities at a given price (typically set at a \(\small10\%\) to \(\small20\%\) premium to the current market price) over a prespecified period of time. If shareholders do not tender enough shares, the firm may cancel the offer, and no buyback occurs
Targeted Repurchase: when a firm purchases shares directly from a specific shareholder
In Brazil, there is also a possibility of paying interest on equity: this used to be an important instrument when inflation rates were very high in Brazil. The goal was to create an incentive to hold equity when inflation was high:
The tax rate is different for different types of investors. Usually, the interest on equity tax rate is lower than the corporate tax rate
Firms have a limit to pay as interest on equity. This limit increases every year by TJLP, an annual interest rate established by Brazilian Central Bank - access here
When it comes to payout policy, an important question relates to the method in which cash will be returned to shareholders - pay out as a dividend or through share repurchases?
To see that, assume that the board of Genron Corporation is meeting to decide how to pay out \(\small \$20\) million in excess cash to shareholders. The firms has no debt, and its equity cost of capital equals its unlevered cost of capital of \(\small 12\%\)
There are \(\small 10\) million shares outstanding, and the estimated free cash flows for the upcoming years are \(\small \$48\) million per year
Which option (if any) should be the preferred one?
As a starting point, assume that there are no market imperfections - i.e, Perfect Capital Markets
With \(\small 10\) million shares, Genron will be able to pay a dividend of \(\small \$20/10=\$2\) per share
The firm expects to generate future free cash flows of \(\small\$48\) million per year. Therefore, it anticipates paying a dividend of \(\small \$4.80\) per share each year thereafter
As a result, the value to equityholders is:
\[ \small \underbrace{2}_{\text{Payment today}} + \underbrace{\sum_{t=1}^{\infty}\dfrac{4.80}{(1+12\%)}}_{\text{Perpetuity}} \rightarrow 2 + \frac{4.80}{12\%} = 2 + 40 = 42 \]
\(\rightarrow\) In a perfect capital market, when a dividend is paid, the share price drops by the amount of the dividend when the stock begins to trade ex-dividend
Instead of paying a dividend this year, Genron can use the \(\small 20\) million to repurchase its shares on the open market. In this case, the company can buy \(\small \$20/\$42 = 0.476\) million shares
Therefore, the new number of outstanding shares are: \(\small 10 - 0.476 = 9.524\) million. Note that this has not changed the free cash flow available to shareholders, but now, there are less shareholders to be paid for! After the repurchase, the future dividend value is:
\[ \small \dfrac{\text{Free Cash Flow}}{\text{# of Shares}}=\dfrac{48,000,000}{9,524,000} = 5.04 \text{ per share} \]
\(\rightarrow\) In perfect capital markets, an open market share repurchase has no effect on the stock price, and the stock price is the same as the cum-dividend1 price if a dividend were paid instead.
An important implication of Perfect Capital Markets is that investors should be indifferent between the firm distributing funds via dividends or share repurchases:
From a purely value perspective, both alternatives yield the same value. As in previous lectures, a similar argument can be made when assuming perfect capital markets: if investors have preferences over a given option, they can make a homemade dividend1
What if, as opposed to the first option, Genror decides to pay a higher dividend? To see that, suppose that the firm wants to pay dividends larger than \(\small\$2\) per share right now, but it only has \(\small 20\) million in cash today
Thus, Genron needs an additional \(\small\$28\) 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 \(\small\$42\), the firm could raise \(\small \$28\) million by issuing \(\small \$28/\$42= \$0.67\) million new shares
The new dividend per share is: \(\small \$48/10.67=\$4.5\). The cum-dividend share price is:
\[ \small \underbrace{4.5}_{\text{Actual Dividend}} + \underbrace{\frac{4.5}{12\%}}_{\text{Perpetuity}}= 4.5 + 37.5 = 42 \]
\(\rightarrow\) As issuing new equity does not change the free cash flows, stock price does not change as a result of the share repurchase!
Note that there is a tradeoff between current and future dividends:
Regardless of the payout policy, shareholders can create a homemade dividend on their own, matching his/her specific payout preferences, by buying or selling shares themselves
Therefore, the only factor that determines a firm’s payout policy is the free cash flow.
Definition
The Dividend Policy Irrelevance Condition: in perfect capital markets, holding fixed the investment policy, the firm’s choice of dividend policy is irrelevant and does not affect the initial share price. While dividends do determine share prices, a firm’s choice of dividend policy does not.
Based on our discussion, when we assume that capital markets are perfect, the payout policy is only determined by the firm’s future cash flows, and the specific type of payment and timing are irrelevant to determine the firm’s value
In reality, capital markets are not perfect:
As a result, if the firm’s payout policy is relevant to determine the firm’s value, it is only due to these imperfections!
\(\rightarrow\) In what follows, we will look at the most important market imperfections that would make the firm’s payout policy relevant to the firm’s value
To see that, assume that a firm raises \(\small\$25\) million from shareholders and uses it to pay \(\small\$25\) million in dividends. Dividends are taxed at a \(\small39\%\) tax rate, and Capital Gains are taxed at a \(\small20\%\) tax rate. We then have the following cases:
In terms of dividend taxes, shareholders will owe \(\small 39\% \times \$25 = 9.75\) million in taxes
Because the firm value falls after dividend, the capital gain (when selling shares) will be \(\small \$25\) million less, lowering the capital gains taxes by \(\small 20\% \times \$25 = \$5\) million
Shareholders will pay a total of \(\small \$9.75 − \$5.00 = \$4.75\) million in taxes
Shareholders will receive back only \(\small \$25 − \$4.75 = 20.25\) million
By the rationale shown before, when the tax rate on dividends is greater than the tax rate on capital gains, shareholders will pay lower taxes if a firm uses share repurchases rather than dividends
This tax savings will increase the value of a firm that uses share repurchases rather than dividends. As a consequence, the optimal dividend policy when the dividend tax rate exceeds the capital gain tax rate is to pay no dividends at all
\(\rightarrow\) In reality, however, firms continue to issue dividends despite their tax disadvantage - also known as the “Dividend Puzzle”. Why?
The preference for share repurchases rather than dividends depends on the difference between the dividend tax rate and the capital gains tax rate
The Effective Dividend Tax Rate: consider buying a stock just before it goes ex-dividend and selling the stock just after. The equilibrium condition is:
\[ \small (P_{\text{Cum}}-P_{\text{Ex}})\times\underbrace{(1-\tau_g)}_{\text{Net of Capital Gain Taxes}} = D\times \underbrace{(1-\tau_d)}_{\text{Net of Dividend Taxes}} \]
\[ \small P_{\text{Cum}}-P_{\text{Ex}} = \frac{D\times(1-\tau_d)}{1-\tau_g} \rightarrow D \times \bigg[ 1 - \frac{\tau_d - \tau_g}{1-\tau_g} \bigg] \]
\[ \small P_{\text{Cum}}-P_{\text{Ex}} = D \times \bigg[ 1 - \frac{\tau_d - \tau_g}{1-\tau_g} \bigg] \]
\[ \small P_{\text{Cum}}-P_{\text{Ex}} = D \times (1-\tau^*_d) \]
\[ \small \tau^*_d = \frac{0.30 - 0.15}{1-0.15} = 0.176 \]
\(\rightarrow\) In words, there is a significant tax disadvantage of dividends: each \(\small \$1\) of dividends is worth only \(\small\$0.824\) in capital gains.
In practice, \(\tau_d^\star\), the effective dividend tax rate, differs across investors for a variety of reasons:
As a result of their different tax rates, investors will have varying preferences regarding dividends. This opens room for firms to try matching their payout policy to the preferences of investors:
\(\rightarrow\) The increase in volume consistent with tax-exempt traders buying before the ex-date and selling it afterwards. Price hikes may have to do with signaling - see more in the upcoming slides
As of now, we discussed why firms may not be indifferent regarding different payout options (i.e., dividends versus share repurchases)
Another strand of the discussion relates to the decision to payout or retain free cash flow:
In perfect capital markets, once a firm has taken all positive-NPV projects, it is indifferent between saving excess cash and paying it out
However, when such market imperfections do exist, there will be an important trade-off: while retaining cash can reduce the costs of raising capital in the future, but it can also increase taxes and agency costs
\(\rightarrow\) As a result, the extent to which a firm will prefer one or the other will depend on the trade-off between the benefits and costs of retaining cash!
Rather than wasting excess cash on negative-NPV projects, a firm can use the cash to purchase financial assets
In perfect capital markets, buying and selling securities is a zero-NPV transaction, so it should not affect firm value
Definition
The Modigliani-Miller Payout Irrelevance: with perfect capital markets, the retention versus payout decision is irrelevant. In perfect capital markets, if a firm invests excess cash flows in financial securities, the firm’s choice of payout versus retention is irrelevant and does not affect the initial share price.
Payne Enterprises has \(\small\$20,000\) in excess cash. Payne is considering investing the cash in one-year Treasury bill paying \(\small5\%\) interest and then using the cash to pay a dividend next year. Alternatively, the firm can pay a dividend immediately, and shareholders can invest the cash on their own. In a perfect capital market, which option will shareholders prefer?
\(\rightarrow\) Solution:
Finally, note that if shareholders invest in Treasury bills themselves, they would also have \(\small\$21,000\) at the end of one year
In either case, investors have the same payoff!
What happens to the trade-off between dividends and cash retention when we assume that there are market imperfections?
An important market imperfection relates to Corporate Taxes: these takes make it costly for a firm to retain excess cash
From a valuation perspective, cash is equivalent to negative leverage, so the tax advantage of leverage implies a tax disadvantage to holding cash
In this scenario, whenever market imperfections are present, firms may not be indifferent between receivind dividends and retaining cash anymore!
\(\rightarrow\) Solution:
If Payne pays a dividend today, shareholders receive \(\small\$20,000\)
If Payne retains the cash for one year, it will earn an after-tax return on the Treasury bills of \(\small 5\% \times (1-0.39\%)=3.05\%\)
\[ \small \tau^*_{\text{Retain}} = 1-\frac{(1-\tau_c)(1-\tau_g)}{(1-\tau_i)} \]
Besides any tax considerations, firms retain cash balances to cover potential future cash shortfalls, despite the tax disadvantage to retaining cash:
However, there are also Agency Costs of Retaining Cash:
\(\rightarrow\) The optimal payout policy trades-off these benefits against agency costs!
Altgreen is an all-equity firm with \(\small\$250\) million shares outstanding. It has \(\small\$300\) million in cash and expects future free cash flows of \(\small\$150\) million per year. Management plans to use the cash to expand the firm’s operations, which will in turn increase future free cash flows by \(\small10\%\). If the cost of capital of Altgreen’s investments is \(\small7\%\), how would a decision to use the cash for a share repurchase rather than the expansion change the share price?
\(\rightarrow\) Solution:
\[ \small \dfrac{165}{7\%} = 2.357 \text{ billion, or } \dfrac{2.357}{250} = 9.43 \text{ per share} \]
\[ \small \dfrac{2.143}{219.29}= 9.77 \text{ per share} \]
\[ \small \underbrace{-300}_{\text{Cash}}+\underbrace{\dfrac{15}{7\%}}_{\text{Growth Option}}=-300+214=-75 \]
\(\rightarrow\) The decrease of \(\small \$75\) million in value matches the \(\small 75/250\approx \$0.34\) decrease in stock price!
In theory, we would expect dividends to trend with earnings. In practice, however firms change dividends infrequently, and dividends are much less volatile than earnings. Why?
As with Debt, Dividends can also be used as a way to signal information to the market. We call Dividend Smoothing the practice of maintaining relatively constant dividends
The Dividend Signaling Hypothesis is the idea that dividend changes reflect managers’ views about future earnings:
If that is true, what is the price reaction to dividends? Although an increase of a firm’s dividend may signal optimism regarding its future cash flows, it might also signal a lack of investment opportunities, which might lead to a positive stock price reaction!
\(\rightarrow\) It is possible to see that, for GM, dividend dynamics were much more stable than earnings
Like Dividends, Share Repurchases can be also be seen as a credible signal the current shares are underpriced, as if they were overpriced, a share repurchase would be costly for current shareholders
Notwithstanding, a firm may announce a share repurchase program but not repurchase any shares, while on the other hand, when a firm announces dividends payment, it has a commitment to pay:
If investors believe that managers have better information regarding the firm’s prospects and act on behalf of current shareholders, then investors will react positively to share repurchase announcements
Notwithstanding, announcing a share repurchase today does not necessarily represent a long-term commitment to repurchase shares in the future. Because of that, Dividends have a stronger, more credible signal than Share Repurchases
As discussed before, with a stock dividend, a firm does not pay out any cash to shareholders. As a result, the total market value of the firm’s equity is unchanged
The only thing that is different is the number of shares outstanding. The stock price will therefore fall because the same total equity value is now divided over a larger number of shares
To see that, suppose that Genron firm paid a \(\small50\%\) stock dividend rather than a cash dividend
Because the portfolio is still worth \(\small4,200\), the stock price will fall to \(\small \$4,200/150=\$28\).
Sometimes, firms finance new shares. So, it is like shareholders have received cash and immediately bought new shares. In this case, decline in price is not as large as above
Splits are known as situations where a firm a smaller pool of highly valued shares share into a higher number of shares
The typical motivation for a stock split is to keep the share price in a range thought to be attractive to small investors:
On average, announcements of stock splits are associated with a small increase in prices
On the other hand, when the price of a company’s stock falls too low and the company reduces the number of outstanding shares, \(\small 2\) shares become \(\small 1\) of twice the previous price - also known as reverse split or insplit
\(\rightarrow\) Most stocks in the U.S. market trade between \(\small \$5-\$20\), which is consistent with firms keeping a reasonable range to boost liquidity and avoid excessive volatility in returns
When a firm sells a subsidiary by selling shares in the subsidiary alone. That is, the parent turns a subsidiary into a separate company
For instance, Itaú-XP spin-off:
Itaú could have sold XP and paid cash as dividends
Instead, Itaú’s current shareholders received a given number of XP’s stocks per share they hold of Itaú
Spin-offs mainly offer two advantages:
Important
Practice using the following links:
Suppose Genron does not adopt the third alternative policy, and instead pays a 2 dividend per share today. Show how an investor holding \(\small 2,000\) shares could create a homemade dividend of \(\small \$4.5\times 2,000=\$9,000\) per year on her own.
\(\rightarrow\) Solution
If Genron pays a \(\small\$2\) dividend, the investor receives \(\small \$4,000\) in cash and holds the rest in stock. Therefore, To receive \(\small \$9,000\) in total today, she can raise an additional \(\small \$5,000\) by selling \(\small 125\) shares at \(\small \$40\) per share just after the dividend is paid
In future years, Genron will pay a dividend of \(\small \$4.80\) per share. Because she will own \(\small 2,000 − 125 = 1,875\) shares, the investor will receive dividends of \(\small 1,875 \times 4.80 = 9,000\) per year from then on
Suppose you own \(\small1,000\) shares in a firm that has historically paid dividends at a rate of \(\small 50\%\) of earnings per share. Although earnings per share this year are \(\small\$5\), the firm has decided to retain all of the earnings and not pay a dividend. The current market price is \(\$50\) per share. How could you create a homemade dividend based on the firm’s dividend history?
\(\rightarrow\) Solution
\[ \small \underbrace{1,000}_{\text{Number of Shares}} \times \underbrace{2.50}_{\text{Dividend per Share}} = 2,500 \]