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Topic - 9-Dividend Policy-Part II
Topic - 9-Dividend Policy-Part II
Topic - 9-Dividend Policy-Part II
Dividend Policy-Part II
I. Dividend Policy and Company Value
A. MM Irrelevancy Proposition
B. The Bird-in-the-Hand Argument
C. Agency Costs and Dividends
D. The Information Content of Dividend (Signaling)
E. The Clientele Effect
II. Factors Affecting the Payout Policies
A. Investment Opportunities
B. The Expected Volatility of Future Earnings
C. Financial Flexibility
D. Tax Consideration
E. Flotation Costs
F. Contractual and Legal Restrictions
III. Payout Policies
A. Stable Dividend Policy
B. Constant Payout Policy
C. Residual Dividend Policy
IV. The Dividend vs. Share Repurchase Decision
V. Analysis of Dividend Safety
VI. Dividend Policy Framework
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Topic 9
Dividend Policy-Part II
"Values there are determined solely by "real" considerations in this case the earning power of the firm's
assets and its investment policy and not by the fruits of the earning power are "packaged" for distribution."
-Miller and Modigliani
Dividend policy deals with the process and procedures that firms employ in the determination of
an appropriate dividend policy. Of major concern is how much of the firm’s earnings should be distributed
to the shareholders in the form of cash dividends or stock repurchases. Retained earnings and dividends are
alternative uses of available net income. In evaluating potential dividend policies, managers must also
consider its capital budgeting decisions and its capital structure decisions. The interaction of these three
Capital structure decision, discussed in topics 7 and 8, is concerned with creating value through
altering the firm’s debt ratio. The dividend policy, on the other hand, is concerned with creating value
through cash dividend, stock repurchase, or reinvesting in the firm to spur growth.
3. How much should the firm payback to shareholders in the form of cash dividend or stock repurchase?
Just like capital structure, we will analyze dividend policy under perfect capital market assumption to
answer the first question. After that, these assumptions are relaxed to answer questions 2 and 3.
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A. MM Irrelevancy Proposition
• Franco Modigliani and Merton Miller (MM), 1961, showed that in a world with no taxes, transaction
costs, and information available to everybody-that is, under perfect capital market assumptions-
dividend policy should have no impact on the cost of capital or on shareholders’ wealth.
4. All investors are rational in the sense that they prefer more wealth to less and indifferent if they
dt+1 + Pt+1
(2) Pt =
1 + ρt
X t , and external equity given by mt+1 Pt+1, where mt+1 is the number of new shares.
o By definition, sources and uses of funds must be equal. Therefore, we have the following
identity:
o Equation(3) becomes:
• In page 414 of their 1961 article, MM state that: "Values there are determined solely by "real"
considerations in this case the earning power of the firm's assets and its investment policy and not by
• Investment determines firm value and dividend is simply the residual of investment and operating cash
flows. Therefore, payout policy is irrelevant from investors’ perspective because investors can create
“homemade” dividends. In other words, dividends irrelevancy theory is that dividend policy does not
• To understand the MM dividends irrelevancy provision, consider a company with a given capital budget
(i.e. it accepted all the projects with positive NPV) and its operating with an optimal capital structure.
• If the company decided to pay out all its earnings as dividends, then the company could issue additional
shares to finance its capital budget. This financing will keep the capital structure unchanged.
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• The value of the newly issued shares would exactly offset the value of the dividend.
• Thus, if a company paid out a dividend that represent 5% of equity, its share price is expected to drop
by 5%.
• Consider a stockholder who is holding 1,000 shares that are trading at $20 per share. His total wealth
is $20,000
• If the company distributes $1 cash dividend, then he will receive $1,000 in cash and the stock price will
• Alternatively, the investor can achieve the same cash flow by selling 50 shares to get the $1,000. The
value of the remaining 950 shares is $19,000. Thus, the total wealth of the investor is $20,000.
• Since the investor can produce the same cash flow by himself, then there is not of value in paying
dividends.
• Benjamin Graham (1934), John Lintner (1962), and Myron Gordon (1963) argue that even under
perfect capital market assumptions, investors prefer a dollar of dividends to a dollar of potential capital
gain.
• A dollar of capital gain is riskier than a dollar of dividend. This argument is known as the “bird-in-the-
hand” argument because it is parallel to the proverb “A bird in the hand is worth two in the bush.”.
• By assuming that given an amount of dividends is less risky than the same amount of capital gain, the
argument is that a company pays dividends will have a lower cost of equity capital than an otherwise
• The lower the cost of equity, the higher the stock price.
• However, the problem with this argument is that investors can achieve the same cash flow immediately
by selling some of the firm’s shares, as shown in the homemade dividends example.
• Therefore, the firm does not add value by paying altering dividend policy.
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• In large public corporations, there is a substantial separation between managers and shareholders.
• In such an environment, it is common that agents (the managers) and principals (the shareholders) face
an acute agency problem. Because managers have an incentive to maximize their own benefits at the
• Empirical evidence shows that CEOs of large corporations get higher pay. Thus, they have an incentive
to increase the size of the firm rather than the value of the firm.
• Managers may accept negative NPV projects because they increase the size of the firm, in terms of
• This problem can be made less severe by reducing the cash in the hands of managers by the payment
of dividends.
• By paying out the FCFE to shareholders, managers will have less resources available to them and this
• Note that it makes sense for growing companies in industries characterized by rapid change to hold
cash and pay low or not dividends, but it does not make sense in large, mature, companies in relatively
noncyclical industries.
• In general, there is an empirical support for the market reaction to dividend changes announcements to
be stronger for companies with greater potential for over investment than for companies with less
• These findings suggest that dividend has an impact on the firm value through the reduction of agency
costs.
• If the company is financed with debt, there is another dimension to the problem.
• Paying dividends can increase the agency problem between equity and debt holders. When a company
has a risky debt, the payment of dividends reduces the cash cushion available to pay the debt holders.
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• In this case, paying large cash dividend will lead to an underinvestment problem and wealth will be
• This issue can be mitigated by including a covenant in the bond indenture that limits the distribution of
dividends.
• Some covenants specify the dividend payout ratio or minimum levels of EBITDA and/or EBIT
• Other covenants focus on balance sheet strength, for example, by specifying a maximum value for the
• MM (1961, page 430) suggest that empirical evidence documenting the influence of dividend policy
on stock price may be due to the fact that dividends changes contain informational content regarding
• Thus, changes in dividend payments represent a signal to investors concerning the future earnings and
• For a signal to exist, there must a cost for the signal that cannot be mimicked by other entities that do
not have the same attributes. Therefore, the question that arise is: what is the cost of paying dividends?
• When a firm pays dividends, it incurs transactions costs and it may seek external financing to pursue
• Miller and Rock (1985) suggest that high-quality firms will increase dividends to the level that it might
reduce investments to show the quality of their firm. This signal cannot be mimicked by low-quality
firms.
1. Dividend changes should be followed by subsequent earnings changing in the same direction.
direction
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• Healy and Palepu (1988) show that firm initiating (omitting) dividend have positive (negative) earnings
changes for at least one year before and the year of the dividend policy changes. Also, the study shows
that the stock price reacts positively (negatively) to dividend initiation (omission). These findings are
• These findings suggest that dividend announcements can help to resolve some information asymmetry
between insiders and outsiders, which in turn will help to reduce securities mispricing.
• Many companies take pride in their record of consistently increasing dividends over a long period of
time.
• Standard &Poor’s identifies “Dividend Aristocrats”, which are companies with a record of increasing
• Examples of these companies: Procter & Gamble, Nestle, Wal-Mart, and Exxon Mobil.
• Companies that consistently increase their dividends seem to share certain characteristics:
o Global operations
• However, dividend initiation and omission, however, should be analyzed with caution.
• For many companies that are in financial stress, dividend cut is viewed as a positive rather than a
negative signal.
• For example, in 2009 J.P. Morgan cut its quarterly dividend from 38 cents to 5 cents per share. The
stock price increased because of the dividend cut because the market received this action as the firm is
• Another example is the Microsoft 2003 dividend initiation. Most technology companies have high R&D
requirements and some are capital intensive. In addition, they have high business risk because of the
• These conditions suggest a policy with no or low dividend payout, so the internally generated funds are
directed towards products development to maintain competitive position and above average returns.
• When Microsoft announced its dividend on July 20, 2004, the stock price increased by 3%. However,
two days later when the company announced its quarterly earnings, the stock price fell back to where
it had been before the dividend announcement because the earnings fell short of expectations.
• This story tells about the information effect of the dividend initiation announcement on setting market
expectation.
• For broadly-held firms, dividend policies attract investor groups with preferences for those payout
policies.
• Thus, the clientele effect theory of dividends suggests that maintaining a steady policy will account for
• In other words, high payout firms will attract investors desiring high dividend yields while low payout
firms will appeal to shareholders that prefer earnings retention and greater price appreciation.
• Board of directors and mangers spend considerable time setting dividend policy despite the lack of
• However, there are several factors that are often cited as relevant to dividend policy selection in
practice. These factors are: 1) investment opportunities, 2) the expected volatility of earnings, 3)
financial flexibility, 4) tax consideration, 5) flotation costs, and 6) contractual and legal restrictions.
• These factors are interrelated and the increase of one factor may diminish another.
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A. Investment Opportunities
• A company with many investment opportunities will tend to pay less dividend than a company with
fewer opportunities because the former has more used to internally generated cash flows.
• The speed by which a company needs to respond to investment opportunities is influenced by the
• A company with the ability to delay the initiation of projects without penalty may be willing to pay out
• For example, technology companies pay low dividends because having internally generated funds
• For utility companies, on the other hand, there typically fewer such opportunities and for which change
• Since cutting dividends is viewed negatively by the market, managers are very reluctant to cut dividends
• Therefore, the greater the volatility of the earnings, the greater the risk that a given dividend increase
cannot be sustained.
• Thus, when earnings are volatile, we expect companies to be more cautious in the size and frequency
of dividend increases.
C. Financial Flexibility
• In 2009, GE announced that it will reduce its dividend payment from $0.31 to $0.10. This was the first
“We made the decision to cut the dividend because it is a prudent measure to further enhance our
balance sheet and provide us with flexibility for potential future opportunities. It is the right,
precautionary action to keep the company safe and secure in the difficult operating environment
we see today. We believe it further strengthens our Company for the long-term, while still
providing attractive dividend.”
1
This behavior is confirmed in a survey conducted by Brav et al. (2005)
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• This example shows that companies may reduce or omit dividends to obtain the financial
• A company with substantial cash holdings is in a relatively strong position to meet unexpected
• Financial flexibility can be important in times of limited access to credit and during economic
contractions.
• When financial flexibility is important, companies may decide to distribute money to shareholders
• Stock repurchases, as you recall from the previous topic, do not involve a commitment to be fully
executed. In addition, stock repurchases do not establish the same expectations about dividend
continuation.
D. Tax Considerations
• Different countries tax corporate dividend in a wide variety of ways. Some tax both capital gain
• There are three main taxation methods: double taxation, split-rate and imputation.
• The double taxation method. In this system, corporate earnings are taxed at the corporate level
regardless of whether they are distributed as dividends or not. If they are distributed as dividends,
• The effective tax rate under the double taxation method is given by:
• The split-rate tax system. This system taxes corporate earnings at the corporate level, then they
• The effective tax rate is calculated using the same formula as the double taxation method.
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• The dividend imputation tax system. Under this system, a corporation’s earnings are first taxed at
the corporate level. When those earnings are distributed as dividends, shareholders receive a tax
credit if his tax bracket is lower than the corporate tax rate.
• However, if the tax rate of the investor is higher than the corporate tax rate, he pays the difference
• Under this system, the effective tax rate is equal to the individual tax rate.
• The following example shows the calculation of the effective tax rate under each system.
Case1: A Company earns $300 and pays the whole amount as annual dividends. The corporate tax rate is 35%.
Calculate the effective tax rate assuming 35% tax rate on dividend income.
Earnings $300
Tax @ 35% -105
Dividends (100% payout) 195
Tax on Dividends @ 35% -68.25
After-tax dividend to investor 126.75
300 − 126.75
The effective tax rate = = 57.75%
300
Alternatively:
Earnings $300
Tax @ 35% -105
Dividends (100% payout) 195
Tax on Dividends @ 15% -29.25
After-tax dividend to investor 165.75
Case3: If two investors, investor 1 and investor 2, hold the stock and their personal tax rates are 30% and 40%,
respectively. Calculate the effective tax rate if these investors are taxed under the imputation tax system.
Investor 1 Investor 2
Pretax Income $300 Pretax Income $300
Tax @ 35% -90 Tax @ 35% -105
NI After Tax $210 NI After Tax $195
Dividends (100% payout) $210 Dividends (100% payout) 195
Shareholder Taxes $45 Shareholder Taxes $120
Less Tax Credit for Coproate Payment -90 Less Tax Credit for Coproate Payment -105
Tax Due from Shareholder -45 Tax Due from Shareholder 15
Since the investors are taxed under the imputation tax system, then they will receive a tax return equal to the
corporate tax rate. Therefore, their effective tax rates are 20% and 40%, respectively.
E. Flotations Costs
• Flotation costs include the fees that the company pays to go public and the possible decline in the
• Aggregate flotation costs are higher (as a percentage from the total proceeds) for smaller
• Flotation costs make it expensive for companies to raise new equity capital than to use their own
• As a result, many companies try to avoid paying a level of dividend that create the need to raise
• Generally, there are three types of regulations on the payment of dividends by firms:
1. The capital impairment restriction stipulates that dividends cannot be paid out of capital. Capital
is typically defined as either the common stock account or that account together with other
2. The net earnings restriction stipulates that dividends must be paid only out of present and past net
earnings.
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3. The insolvency restriction states that dividends cannot be paid when a firm is insolvent, when the
firm's liabilities exceed its assets. This is to protect the creditors of the firm.
• Restrictive covenants in bond indentures, loan agreements, lease contracts, and preferred stock
• A dividend policy is the strategy that a company follows to determine the amount and timing of dividend
payments.
• There are three main dividend policies: 1) stable dividend policy, 2) constant dividend payout policy,
• This dividend policy is the most common. Companies that use a stable dividend policy base their
dividend payout on a long-term forecast of sustainable earnings and increase dividends when earnings
• Thus, if the path to long-term sustainable earnings is expected to be a slow growth, the dividends would
be expected to grow slowly over time, almost independently from the spikes in earnings.
• If sustainable earnings were not expected to grow over time, the corresponding dividends would be
• A stable dividend policy typically involves low uncertainty for shareholders about the level of future
dividend.
• Table 9.1 shows the dividend paid by a company that follows a stable dividend policy.
Table 9.1
Year EPS DPS ΔDPS DPO Growth
2011 $2.20 $0.78 35%
2012 $3.75 $0.92 $0.14 25% 18%
2013 $2.82 $1.12 $0.20 40% 22%
2014 $3.69 $1.37 $0.25 37% 22%
2015 $0.68 $1.50 $0.13 221% 9%
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• As the table shows, dividends is increasing steadily over the years even while earnings declined
significantly in 2015. This indicates that the company believes that this drop is only temporal and
• A stable dividend policy can be modeled as a process of gradual adjustment towards a target payout
• A target payout ratio is a goal that represents the proportion of earnings that the company intent to pay
• The target payout adjustment model can be used to understand the stable payout policy.2 The model
to increase.
• The expected increase in the dividend can be estimated as the product of three quantities:
3. An adjustment factor.
The adjustment factor is one divided by the number of years over which the company will reach the
2
The model is developed by John Lintner (1956).
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Last year NMS reported $2 and paid dividend of $0.4. For this year, the company is expecting to earn $2.8. The
company is expecting to reach a target payout ratio of 30% over 5 years. What is the expected dividend for the
current year? What is the expected percentage increase in dividend compared to earnings?
Solution
Expected Dividend=
Last Dividend + ( Expected Increase in Earnings × Target Payout Ratio × Adjustment Factor )
1
= $0.4 + (($2.8 − $2.0) × 30% × ) = $0.45
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Earnings are expected to increase by 40% while dividend is expected to increase by 12.5%
• A payout ratio is the percentage of total earnings paid out as dividends. The constant payout ratio
represents the proportion of earnings that a company plans to pay out to shareholders.
• A strict interpretation of the constant payout ratio method means that a company would pay out a
specific percentage of its earnings each year as dividend, and the amount of those dividends would vary
• Table 9.2 shows the dividend payout of a company that follows a constant payout dividend policy.
Table 9.2
Quarter EPS ($) DPS ($) %
Q1-2015 1.20 0.48 40.0%
Q2-2015 1.80 0.72 40.0%
Q3-2015 2.20 0.88 40.0%
Q4-2015 1.40 0.56 40.0%
Q1-2016 1.55 0.62 40.0%
Q2-2016 2.00 0.80 40.0%
Q3-2016 2.15 0.86 40.0%
Q4-2016 1.98 0.79 40.0%
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• With this type of policy, dividends fluctuate with earnings. Thus, this policy is infrequently adopted in
practice.
• In the residual dividend model, dividends are based on earnings minus funds the firm retains to finance
• To apply the residual dividend model, the following steps are followed:
2. Determine the amount of equity needed to finance that capital budget for a given capital
structure.
3. Meet the equity requirements to the maximum extent possible with retained earnings.
4. Pay dividend with the “residual” earnings that are available after the needs of the optimal
• This model allows management to pursue profitable investment opportunities without being
• However, if a firm follows the residual dividend policy, its dividend payment may be unstable because
investment opportunities and earnings often vary from year to year. This means that dividends will
Witten Company has $1,000 in earnings and its target debt to ratio is 0.33. This implies a capital structure of one-
third debt and two-thirds equity. The optimal capital budget of the company this year is $900.
Calculate the distribution if the company follows the residual dividend policy.
Solution:
2
× $900 = $600
3
This amount of net income will go to finance the projects with positive NPV.
• Theory suggests that dividend-share repurchase decision generally concludes that share repurchases are
equivalent to cash dividends of equal amount in their effect on shareholders’ wealth, CP.
• In the absence of taxes and other market imperfections, share repurchases are equivalent to cash
dividend.
NMS company has announced that the earnings available to common shareholders are $ 1 million. The number
of common shares outstanding is 400,000. The EPS of NMS is $2.5 (1,000/400). The market price per share is
$50 and the P/E is 20.
A. Cash Dividends
If cash dividends are paid, the amount will be $2 per share ($800,000/400,000)
B. Repurchase Shares
If the pays $52 per share to repurchase stocks, it could repurchase 15,385 shares ($800,000/$52). Because of the
repurchase, outstanding shares reduce to 384,615 and EPS to rise to $2.6 ($1 million/384,615).
If the stock still sold at 20× earnings, its market price would rise to $52.
• If buying back shares have the same impact as cash dividends on shareholders’ wealth, then why
• There are five common rationales for choosing share repurchases over cash dividends:
1. Potential tax advantages. When tax rate on capital gains are lower than the tax rate on dividend income,
2. Share price support/signaling. Companies may purchase their own stock to signal to the market that
the company views its own stock as a good investment (undervalued). This tactic is often used when a
share price is declining and management want to convey confidence in the company’s future to
investors.
3. Added flexibility. A company could declare cash dividend and periodically repurchase shares as a
supplement to the dividend. Unlike dividends, share repurchases are not long-term commitment. Since
paying cash dividend and repurchasing are economically equivalent, a company could declare a small
stable dividend and then repurchase shares with the company’s leftover earnings to effectively
implement a residual dividend policy without the negative impact of a fluctuating dividends.
4. Offsetting dilution from employee stock options. Repurchases offset EPS dilution that results from the
5. Increasing financial leverage. Share repurchases increase leverage. Management can change the
company’s capital structure by decreasing the percentage of equity (perhaps to move towards and
• The analysis of dividend safety is concerned with the evaluation of the probability of dividends
NI project
Dividend Coverage Ratio =
Div
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• A higher than normal dividend payout ratio (and lower than normal dividend coverage ratio) tends to
typically indicate a higher probability of a dividend cut (or a lower probability of dividend
sustainability).
• In analyzing these ratios, we should compare the computed ratio to the average ratio for the industry
FCFE
FCFE Coverage Ratio = project
Dividend + Share Repurchases
• Note that unlike dividend payout ratio, the FCFE coverage ratio considers not only dividends but also
share repurchases.
• A FCFE coverage ratio significantly less than one is considered unsustainable. In such as case, the
An analyst in Dodd Investment company is analyzing the dividend safety of Brees Oil Company. He is provided
with the following data:
2014 2015
NI $12,500 $14,800
FCFE $10,300 $3,250
Dividend paid $5,200 $5,200
Stock Repurchases $800 $1,800
Use the information provided to calculate the: DPO, dividend coverage ratio, and the FCFE coverage ratio in
2015.
Solution
Div $5,200
DPO = = = 35%
NI $14,800
NI $14,800
Dividend Coverage Ratio = = = 2.8
Div $5,200
FCFE $3,250
FCFE Coverage Ratio = = = 0.46
Dividend + Share Repurchases $5200 + $1,800
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• The following flow chart provides an analytical framework to analyze dividend policy.
How much did the firm pay out? How much could it have afforded to pay out?
What it is paid out: Dividends + Equity Repurchase
What it could have paid out: FCFE
Firms pays out too little Firm pays out too much
Firm has history of Firm has history of Firm has good Firms has poor
good project choice poor project choice project projects
and good projects
in the future
Firm should cut Firm should deal with
dividends and its investment problem
Give managers the Force managers to
reinvest more first and then cut
flexibility to keep cash justify holding cash or
dividends
and set dividends return cash to
stockholders
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NI
Dividend Coverage Ratio =
Div
FCFE
FCFE Coverage Ratio =
Dividend + Share Repurchases
22
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Practice Problems
Q1: Skip &Shannon Inc and First Take Com are the leading producers of football supplies in Corporate
Finance Land. Both companies’ earnings are shown in the following table:
First Take
Year 2017 2018 2019 2020 2021 2022 2023
EPS ($) 1.65 1.94 1.73 1.58 1.81 1.99 2.05
The CFOs of both companies are setting the payout policy. Both managers want to set a stable dividend
policy. Which CFO is more likely to be concerned with the expected volatility of earnings in setting the
dividend policy of his firm? Show all your work.
Q2: Elaph, Inc. is in the process of determining its optimal capital budget for next year. The following
investment projects are under consideration:
Amount of
Funds Raised Cost
$0 - $6 million 12.0%
$6 million - $12 million 12.5%
$12 million - $18 million 13.5%
Over $18 million 15.0%
• The company’s target capital structure is 40% debt and 60% equity.
• The company’s net income is $10 million.
If the manager will follow a residual dividend policy, what is the company’s DPO?