Principles of Managerial Finance

payout policy

Decisions that a firm makes regarding whether to distribute cash to shareholders, how much cash to distribute, and the means by which cash should be distributed.

ELEMENTS OF PAYOUT POLICY

Dividends are not the only means by which firms can distribute cash to shareholders. Firms can also conduct share repurchases, in which they typically buy back some of their outstanding common stock through purchases in the open market. Whirlpool Corporation, like many other companies, uses both methods to put cash in the hands of their stockholders. In addition to increasing its dividend payout, Whirlpool also resumed its share repurchase program in 2013, which had been halted during the economic recession. At the time of resuming the share repurchase program, the company’s free cash flow was between $600 million and $650 million and expected to increase to between $650 million and $700 million. Whirlpool’s chief executive officier, Jeff Fettig, stated that “sales increased in every region of the world” as the company continued to expand its margins and that as the company continued to execute its “long-term growth strategy . . . [it would] continue to drive actions to further create value for . . . shareholders.”

If we generalize the lessons about payout policy, we may expect the following to be true:

• 1. Rapidly growing firms generally do not pay out cash to shareholders.
• 2. Slowing growth, positive cash flow generation, and favorable tax conditions can prompt firms to initiate cash payouts to investors. The ownership base of the company can also be an important factor in the decision to distribute cash.
• 3. Cash payouts can be made through dividends or share repurchases. Many companies use both methods. In some years, more cash is paid out via dividends, but sometimes share repurchases are larger than dividend payments.
• 4. When business conditions are weak, firms are more willing to reduce share buybacks than to cut dividends.

TRENDS IN EARNINGS AND DIVIDENDS

Figure 14.1 illustrates both long-term trends and cyclical movements in earnings and dividends paid by large U.S. firms that are part of the Standard & Poor’s 500 Stock Composite Index. The figure plots monthly earnings and dividend payments from 1950 through the first quarter of 2013. The top line represents the earnings per share of the S&P 500 index, and the lower line represents dividends per share. The vertical bars highlight ten periods during which the U.S. economy was in recession. Several important lessons can be gleaned from the figure. First, observe that over the long term the earnings and dividends lines tend to move together. Figure 14.1 uses a logarithmic scale, so the slope of each line represents the growth rate of earnings or dividends. Over the 60 years shown in the figure, the two lines tend to have about the same slope, meaning that earnings and dividends grow at about the same rate when you take a long-term perspective. It makes perfect sense: Firms pay dividends out of earnings, so for dividends to grow over the long-term, earnings must grow too.

Second, the earnings series is much more volatile than the dividends series. That is, the line plotting earnings per share is quite bumpy, but the dividend line is much smoother, which suggests that firms do not adjust their dividend payments each time earnings move up or down. Instead, firms tend to smooth dividends, increasing them slowly when earnings are growing rapidly and maintaining dividend payments, rather than cutting them, when earnings decline.

To see this second point more clearly, look closely at the vertical bars in Figure 14.1. It is apparent that during recessions corporate earnings usually decline, but dividends either do not decline at all or do not decline as sharply as earnings. In six of the last ten recessions, dividends were actually higher when the recession ended than just before it began, although the last two recessions are notable exceptions to this pattern. Note also that, just after the end of a recession, earnings typically increase quite rapidly. Dividends increase, too, but not as fast.

A third lesson from Figure 14.1 is that the effect of the recent recession on both corporate earnings and dividends was large by historical standards. An enormous earnings decline occurred from 2007 to 2009. This decline forced firms to cut dividends more drastically than they had in years; nonetheless, the drop in dividends was slight compared with the earnings decrease.

Matter of fact

P&G’s Dividend History

Few companies have replicated the dividend achievements of the consumer products giant Procter & Gamble (P&G). P&G has paid dividends every year for more than a century, and it increased its dividend in every year from 1956 through 2012.

TRENDS IN DIVIDENDS AND SHARE REPURCHASES

When firms want to distribute cash to shareholders, they can either pay dividends or repurchase outstanding shares. Figure 14.2 plots aggregate dividends and share repurchases from 1971 through 2011 for all U.S. firms listed on U.S. stock exchanges (again, the figure uses a logarithmic vertical scale). A quick glance at the figure reveals that share repurchases played a relatively minor role in firms’ payout practices in the 1970s. In 1971, for example, aggregate dividends totaled $21 billion, but share repurchases that year were just $1.1 billion. In the 1980s, share repurchases began to grow rapidly and then slowed again in the early 1990s. The value of aggregate share repurchases first eclipsed total dividend payments in 1998. That year, firms paid $175 billion in dividends, but they repurchased $185 billion worth of stock. Share repurchases continued to outpace dividends for all but three of the next 13 years, peaking at $677 billion in 2007.

Whereas aggregate dividends rise smoothly over time, Figure 14.2 shows that share repurchases display much more volatility. The largest drops in repurchase activity occurred in 1974–1975, 1981, 1986, 1989–1991, 2000–2002, and 2008–2010. All these drops correspond to periods when the U.S. economy was mired in or just emerging from a recession. During most of these periods, dividends continued to grow modestly. Only during the recent, severe recession did both share repurchases and dividends fall.

Combining the lessons from Figures 14.1 and 14.2, we can draw three broad conclusions about firms’ payout policies. First, firms exhibit a strong desire to maintain modest, steady growth in dividends that is roughly consistent with the long-run growth in earnings. Second, share repurchases have accounted for a growing fraction of total cash payouts over time. Third, when earnings fluctuate, firms adjust their short-term payouts primarily by adjusting share repurchases (rather than dividends), cutting buybacks during recessions, and increasing them rapidly during economic expansions.

FIGURE 14.3 U.S. Public Industrial Firms Increasing, Decreasing, or Maintaining Dividends

CASH DIVIDEND PAYMENT PROCEDURES

When a firm’s directors declare a dividend, they issue a statement indicating the dividend amount and setting three important dates: the date of record, the ex-dividend date, and the payment date. All persons whose names are recorded as stockholders on the date of record receive the dividend. These stockholders are often referred to as holders of record.

Because of the time needed to make bookkeeping entries when a stock is traded, the stock begins selling ex dividend 2 business days prior to the date of record. Purchasers of a stock selling ex dividend do not receive the current dividend. A simple way to determine the first day on which the stock sells ex dividend is to subtract 2 business days from the date of record.

The payment date is the actual date on which the firm mails the dividend payment to the holders of record. It is generally a few weeks after the record date. An example will clarify the various dates and the accounting effects.

SHARE REPURCHASE PROCEDURES

1. The accounting transactions described here reflect only the effects of the dividend. Best Buy’s actual financial statements during this period obviously reflect many other transactions.

The mechanics of cash dividend payments are virtually the same for every dividend paid by every public company. With share repurchases, firms can use at least two different methods to get cash into the hands of shareholders. The most common method of executing a share repurchase program is called an open-market share repurchase. In an open-market share repurchase, as the name suggests, firms simply buy back some of their outstanding shares on the open market. Firms have a great deal of latitude regarding when and how they execute these open-market purchases. Some firms make purchases in fixed amounts at regular intervals, whereas other firms try to behave more opportunistically, buying back more shares when they think that the share price is relatively low and fewer shares when they think that the price is high.

In contrast, firms sometimes repurchase shares through a self-tender offer or simply a tender offer. In a tender offer share repurchase, a firm announces the price it is willing to pay to buy back shares and the quantity of shares it wishes to repurchase. The tender offer price is usually set at a significant premium above the current market price. Shareholders who want to participate let the firm know how many shares they would like to sell back to the firm at the stated price. If shareholders do not offer to sell back as many shares as the firm wants to repurchase, the firm may either cancel or extend the offer. If the offer is oversubscribed, meaning that shareholders want to sell more shares than the firms wants to repurchase, the firm typically repurchases shares on a pro rata basis. For example, if the firm wants to buy back 10 million shares, but 20 million shares are tendered by investors, the firm would repurchase exactly half of the shares tendered by each shareholder.

A third method of buying back shares is called a Dutch auction share repurchase. In a Dutch auction, the firm specifies a range of prices at which it is willing to repurchase shares and the quantity of shares that it desires. Investors can tender their shares to the firm at any price in the specified range, which allows the firm to trace out a demand curve for their stock. That is, the demand curve specifies how many shares investors will sell back to the firm at each price in the offer range. This analysis allows the firm to determine the minimum price required to repurchase the desired quantity of shares, and every shareholder receives that price.

TAX TREATMENT OF DIVIDENDS AND REPURCHASES

For many years, dividends and share repurchases had very different tax consequences. The dividends that investors received were generally taxed at ordinary income tax rates. Therefore, if a firm paid $10 million in dividends, that payout would trigger significant tax liabilities for the firm’s shareholders (at least those subject to personal income taxes). On the other hand, when firms repurchased shares, the taxes triggered by that type of payout were generally much lower. There were several reasons for this difference. Only those shareholders who sold their shares as part of the repurchase program had any immediate tax liability. Shareholders who did not participate did not owe any taxes. Furthermore, some shareholders who did participate in the repurchase program might not owe any taxes on the funds they received if they were tax-exempt institutions or if they sold their shares at a loss. Finally, even those shareholders who participated in the repurchase program and sold their shares for a profit paid taxes only at the (usually lower) capital gains tax rate, (assuming the shares were held for at least one year), and even that tax only applied to the gain, not to the entire value of the shares repurchased. Consequently, investors could generally expect to pay far less in taxes on money that a firm distributed through a share repurchase compared to money paid out as dividends. That differential tax treatment in part explains the growing popularity of share repurchase programs in the 1980s and 1990s.

The Jobs and Growth Tax Relief Reconciliation Act of 2003 significantly changed the tax treatment of corporate dividends for most taxpayers. Prior to passage of the 2003 law, dividends received by investors were taxed as ordinary income at rates as high as 35 percent. The 2003 act reduced the tax rate on corporate dividends for most taxpayers to the tax rate applicable to capital gains, which is a maximum rate of 5 percent to 15 percent, depending on the taxpayer’s tax bracket. This change significantly diminishes the degree of “double taxation” of dividends, which results when the corporation is first taxed on its income and then shareholders pay taxes on the dividends that they receive. After-tax cash flow to dividend recipients is much greater at the lower applicable tax rate; the result is noticeably higher dividend payouts by corporations today than prior to passage of the 2003 legislation.

In early 2012, Congress passed the American Taxpayer Relief Act of 2012. For eveyone except those individuals in the newly established highest tax bracket, dividends and capital gains continue to be taxed at 15 percent. (For more details on the impact of the 2012 act, see the Focus on Practice box.)

DIVIDEND REINVESTMENT PLANS

Today, many firms offer dividend reinvestment plans (DRIPs), which enable stockholders to use dividends received on the firm’s stock to acquire additional shares—even fractional shares—at little or no transaction cost. Some companies even allow investors to make their initial purchases of the firm’s stock directly from the company without going through a broker. With DRIPs, plan participants typically can acquire shares at about 5 percent below the prevailing market price. From its point of view, the firm can issue new shares to participants more economically, avoiding the underpricing and flotation costs that would accompany the public sale of new shares. Clearly, the existence of a DRIP may enhance the market appeal of a firm’s shares.

STOCK PRICE REACTIONS TO CORPORATE PAYOUTS

What happens to the stock price when a firm pays a dividend or repurchases shares? In theory, the answers to those questions are straightforward. Take a dividend payment for example. Suppose that a firm has $1 billion in assets, financed entirely by 10 million shares of common stock. Each share should be worth $100 ($1 billion ÷ 10,000,000 shares). Now suppose that the firm pays a $1 per share cash dividend, for a total dividend payout of $10 million. The assets of the firm fall to $990 million. Because shares outstanding remain at 10 million, each share should be worth $99. In other words, the stock price should fall by $1, exactly the amount of the dividend. The reduced share price simply reflects that cash formerly held by the firm is now in the hands of investors. To be precise, this reduction in share price should occur not when the dividend checks are mailed but rather when the stock begins trading ex dividend.

For share repurchases, the intuition is that “you get what you pay for.” In other words, if the firm buys back shares at the going market price, the reduction in cash is exactly offset by the reduction in the number of shares outstanding, so the market price of the stock should remain the same. Once again, consider the firm with $1 billion in assets and 10 million shares outstanding worth $100 each. Let’s say that the firm decides to distribute $10 million in cash by repurchasing 100,000 shares of stock. After the repurchase is completed, the firm’s assets will fall by $10 million to $990 million, but the shares outstanding will fall by 100,000 to 9,900,000. The new share price is therefore $990,000,000 ÷ 9,900,000, or $100, as before.

In practice, taxes and a variety of other market imperfections may cause the actual change in share price in response to a dividend payment or share repurchase to deviate from what we expect in theory. Furthermore, the stock price reaction to a cash payout may be different than the reaction to an announcement about an upcoming payout. For example, when a firm announces that it will increase its dividend, the share price usually rises on that news, even though the share price will fall when the dividend is actually paid. The next section discusses the impact of payout policy on the value of the firm in greater depth.

RESIDUAL THEORY OF DIVIDENDS

The residual theory of dividends is a school of thought that suggests that the dividend paid by a firm should be viewed as a residual, that is, the amount left over after all acceptable investment opportunities have been undertaken. Using this approach, the firm would treat the dividend decision in three steps as follows:

• Step 1 Determine its optimal level of capital expenditures, which would be the level that exploits all a firm’s positive NPV projects.
• Step 2 Using the optimal capital structure proportions (see Chapter 13), estimate the total amount of equity financing needed to support the expenditures generated in Step 1.
• Step 3 Because the cost of retained earnings, rr, is less than the cost of new common stock, rn, use retained earnings to meet the equity requirement determined in Step 2. If retained earnings are inadequate to meet this need, sell new common stock. If the available retained earnings are in excess of this need, distribute the surplus amount—the residual—as dividends.

According to this approach, as long as the firm’s equity need exceeds the amount of retained earnings, no cash dividend is paid. The argument for this approach is that it is sound management to be certain that the company has the money it needs to compete effectively. This view of dividends suggests that the required return of investors, rs, is not influenced by the firm’s dividend policy, a premise that in turn implies that dividend policy is irrelevant in the sense that it does not affect firm value.

THE DIVIDEND IRRELEVANCE THEORY

The residual theory of dividends implies that if the firm cannot invest its earnings to earn a return that exceeds the cost of capital, it should distribute the earnings by paying dividends to stockholders. This approach suggests that dividends represent an earnings residual rather than an active decision variable that affects the firm’s value. Such a view is consistent with the dividend irrelevance theory put forth by Merton H. Miller and Franco Modigliani (M and M).2 They argue that the firm’s value is determined solely by the earning power and risk of its assets (investments) and that the manner in which it splits its earnings stream between dividends and internally retained (and reinvested) funds does not affect this value. M and M’s theory suggests that in a perfect world (certainty, no taxes, no transactions costs, and no other market imperfections), the value of the firm is unaffected by the distribution of dividends.

Of course, real markets do not satisfy the “perfect markets” assumptions of Modigliani and Miller’s original theory. One market imperfection that may be important is taxation. Historically, dividends have usually been taxed at higher rates than capital gains. A firm that pays out its earnings as dividends may trigger higher tax liabilities for its investors than a firm that retains earnings. As a firm retains earnings, its share price should rise, and investors enjoy capital gains. Investors can defer paying taxes on these gains indefinitely simply by not selling their shares. Even if they do sell their shares, they may pay a relatively low tax rate on the capital gains. In contrast, when a firm pays dividends, investors receive cash immediately and pay taxes at the rates dictated by then-current tax laws.

Even though this discussion makes it seem that retaining profits rather than paying them out as dividends may be better for shareholders on an after-tax basis, Modigliani and Miller argue that this assumption may not be the case. They observe that not all investors are subject to income taxation. Some institutional investors, such as pension funds, do not pay taxes on the dividends and capital gains that they earn. For these investors, the payout policies of different firms have no impact on the taxes that investors have to pay. Therefore, Modigliani and Miller argue, there can be a clientele effect in which different types of investors are attracted to firms with different payout policies due to tax effects. Tax-exempt investors may invest more heavily in firms that pay dividends because they are not affected by the typically higher tax rates on dividends. Investors who would have to pay higher taxes on dividends may prefer to invest in firms that retain more earnings rather than paying dividends. If a firm changes its payout policy, the value of the firm will not change; instead, what will change is the type of investor who holds the firm’s shares. According to this argument, tax clienteles mean that payout policies cannot affect firm value, but they can affect the ownership base of the company.

In summary, M and M and other proponents of dividend irrelevance argue that, all else being equal, an investor’s required return—and therefore the value of the firm—is unaffected by dividend policy. In other words, there is no “optimal” dividend policy for a particular firm.

ARGUMENTS FOR DIVIDEND RELEVANCE

2. Merton H. Miller and Franco Modigliani, “Dividend Policy, Growth and the Valuation of Shares,” Journal of Business34 (October 1961), pp. 411–433.

Modigliani and Miller’s assertion that dividend policy was irrelevant was a radical idea when it was first proposed. The prevailing wisdom at the time was that payout policy could improve the value of the firm and therefore was relevant. The key argument in support of dividend relevance theoryis attributed to Myron J. Gordon and John Lintner,3 who suggest that there is, in fact, a direct relationship between the firm’s dividend policy and its market value. Fundamental to this proposition is their bird-in-the-hand argument, which suggests that investors see current dividends as less risky than future dividends or capital gains: “A bird in the hand is worth two in the bush.” Gordon and Lintner argue that current dividend payments reduce investor uncertainty, causing investors to discount the firm’s earnings at a lower rate and, all else being equal, to place a higher value on the firm’s stock. Conversely, if dividends are reduced or are not paid, investor uncertainty will increase, raising the required return and lowering the stock’s value.

Modigliani and Miller argued that the bird-in-the-hand theory was a fallacy. They said that investors who want immediate cash flow from a firm that did not pay dividends could simply sell off a portion of their shares. Remember that the stock price of a firm that retains earnings should rise over time as cash builds up inside the firm. By selling a few shares every quarter or every year, investors could, according to Modigliani and Miller, replicate the same cash flow stream that they would have received if the firm had paid dividends rather than retaining earnings.

Studies have shown that large changes in dividends do affect share price. Increases in dividends result in increased share price, and decreases in dividends result in decreased share price. One interpretation of this evidence is that it is not the dividends per se that matter but rather theinformational content of dividends with respect to future earnings. In other words, investors view a change in dividends, up or down, as a signal that management expects future earnings to change in the same direction. Investors view an increase in dividends as a positive signal, and they bid up the share price. They view a decrease in dividends as a negative signal that causes investors to sell their shares, resulting in the share price decreasing.

Another argument in support of the idea that dividends can affect the value of the firm is theagency cost theory. Recall that agency costs are costs that arise due to the separation between the firm’s owners and its managers. Managers sometimes have different interests than owners. Managers may want to retain earnings simply to increase the size of the firm’s asset base. There is greater prestige and perhaps higher compensation associated with running a larger firm. Shareholders are aware of the temptations that managers face, and they worry that retained earnings may not be invested wisely. The agency cost theory says that a firm that commits to paying dividends is reassuring shareholders that managers will not waste their money. Given this reassurance, investors will pay higher prices for firms that promise regular dividend payments.

Although many other arguments related to dividend relevance have been put forward, empirical studies have not provided evidence that conclusively settles the debate about whether and how payout policy affects firm value. As we have already said, even if dividend policy really matters, it is almost certainly less important than other decisions that financial mangers make, such as the decision to invest in a large new project or the decision about what combination of debt and equity the firm should use to finance its operations. Still, most financial managers today, especially those running large corporations, believe that payout policy can affect the value of the firm.

3. Myron J. Gordon, “Optimal Investment and Financing Policy,” Journal of Finance 18 (May 1963), pp. 264–272; and John Lintner, “Dividends, Earnings, Leverage, Stock Prices, and the Supply of Capital to Corporations,” Review of Economics and Statistics 44 (August 1962), pp. 243–269.

dividend policy

The firm’s plan of action to be followed whenever it makes a dividend decision.

LEGAL CONSTRAINTS

Most states prohibit corporations from paying out as cash dividends any portion of the firm’s “legal capital,” which is typically measured by the par value of common stock. Other states define legal capital to include not only the par value of the common stock but also any paid-in capital in excess of par. These capital impairment restrictions are generally established to provide a sufficient equity base to protect creditors’ claims. An example will clarify the differing definitions of capital.

Firms sometimes impose an earnings requirement limiting the amount of dividends. With this restriction, the firm cannot pay more in cash dividends than the sum of its most recent and past retained earnings. However, the firm is not prohibited from paying more in dividends than its current earnings.4

4. A firm that has an operating loss in the current period can still pay cash dividends as long as sufficient retained earnings against which to charge the dividend are available and, of course, as long as it has the cash with which to make the payments.

If a firm has overdue liabilities or is legally insolvent or bankrupt, most states prohibit its payment of cash dividends. In addition, the Internal Revenue Service prohibits firms from accumulating earnings to reduce the owners’ taxes. If the IRS can determine that a firm has accumulated an excess of earnings to allow owners to delay paying ordinary income taxes on dividends received, it may levy an excess earnings accumulation tax on any retained earnings above $250,000 for most businesses.

During the recent financial crisis, a number of financial institutions received federal financial assistance. Those firms had to agree to restrictions on dividend payments to shareholders until they repaid the money that they received from the government. Bank of America, for example, had more than 30 years of consecutive dividend increases before accepting federal bailout money. As part of its bailout, Bank of America had to cut dividends to $0.01 per share.

CONTRACTUAL CONSTRAINTS

Often, the firm’s ability to pay cash dividends is constrained by restrictive provisions in a loan agreement. Generally, these constraints prohibit the payment of cash dividends until the firm achieves a certain level of earnings, or they may limit dividends to a certain dollar amount or percentage of earnings. Constraints on dividends help to protect creditors from losses due to the firm’s insolvency.

GROWTH PROSPECTS

The firm’s financial requirements are directly related to how much it expects to grow and what assets it will need to acquire. It must evaluate its profitability and risk to develop insight into its ability to raise capital externally. In addition, the firm must determine the cost and speed with which it can obtain financing. Generally, a large, mature firm has adequate access to new capital, whereas a rapidly growing firm may not have sufficient funds available to support its acceptable projects. A growth firm is likely to have to depend heavily on internal financing through retained earnings, so it is likely to pay out only a very small percentage of its earnings as dividends. A more established firm is in a better position to pay out a large proportion of its earnings, particularly if it has ready sources of financing.

OWNER CONSIDERATIONS

The firm must establish a policy that has a favorable effect on the wealth of the majority of owners. One consideration is the tax status of a firm’s owners. If a firm has a large percentage of wealthy stockholders who have sizable incomes, it may decide to pay out a lower percentage of its earnings to allow the owners to delay the payment of taxes until they sell the stock. Because cash dividends are taxed at the same rate as capital gains (as a result of the 2003 and 2012 Tax Acts), this strategy benefits owners through the tax deferral rather than as a result of a lower tax rate. Lower-income shareholders, however, who need dividend income, will prefer a higher payout of earnings.

A second consideration is the owners’ investment opportunities. A firm should not retain funds for investment in projects yielding lower returns than the owners could obtain from external investments of equal risk. If it appears that the owners have better opportunities externally, the firm should pay out a higher percentage of its earnings. If the firm’s investment opportunities are at least as good as similar-risk external investments, a lower payout is justifiable.

A final consideration is the potential dilution of ownership. If a firm pays out a high percentage of earnings, new equity capital will have to be raised with common stock. The result of a new stock issue may be dilution of both control and earnings for the existing owners. By paying out a low percentage of its earnings, the firm can minimize the possibility of such dilution.

MARKET CONSIDERATIONS

One of the more recent theories proposed to explain firms’ payout decisions is called the catering theory. According to the catering theory, investors’ demands for dividends fluctuate over time. For example, during an economic boom accompanied by a rising stock market, investors may be more attracted to stocks that offer prospects of large capital gains. When the economy is in recession and the stock market is falling, investors may prefer the security of a dividend. The catering theory suggests that firms are more likely to initiate dividend payments or to increase existing payouts when investors exhibit a strong preference for dividends. Firms cater to the preferences of investors.

CONSTANT-PAYOUT-RATIO DIVIDEND POLICY

One type of dividend policy involves use of a constant payout ratio. The dividend payout ratioindicates the percentage of each dollar earned that the firm distributes to the owners in the form of cash. It is calculated by dividing the firm’s cash dividend per share by its earnings per share. With aconstant-payout-ratio dividend policy, the firm establishes that a certain percentage of earnings is paid to owners in each dividend period.

The problem with this policy is that if the firm’s earnings drop or if a loss occurs in a given period, the dividends may be low or even nonexistent. Because dividends are often considered an indicator of the firm’s future condition and status, the firm’s stock price may be adversely affected.

REGULAR DIVIDEND POLICY

The regular dividend policy is based on the payment of a fixed-dollar dividend in each period. Often, firms that use this policy increase the regular dividend once a sustainable increase in earnings has occurred. Under this policy, dividends are almost never decreased.

Often, a regular dividend policy is built around a target dividend-payout ratio. Under this policy, the firm attempts to pay out a certain percentage of earnings, but rather than let dividends fluctuate, it pays a stated dollar dividend and adjusts that dividend toward the target payout as proven earnings increases occur. For instance, Woodward Laboratories appears to have a target payout ratio of around 35 percent. The payout was about 35 percent ($1.00 ÷ $2.85) when the dividend policy was set in 2004, and when the dividend was raised to $1.50 in 2013, the payout ratio was about 33 percent ($1.50 ÷ $4.60).

LOW-REGULAR-AND-EXTRA DIVIDEND POLICY

Some firms establish a low-regular-and-extra dividend policy, paying a low regular dividend, supplemented by an additional (“extra”) dividend when earnings are higher than normal in a given period. By calling the additional dividend an extra dividend, the firm avoids setting expectations that the dividend increase will be permanent. This policy is especially common among companies that experience cyclical shifts in earnings.

By establishing a low regular dividend that is paid each period, the firm gives investors the stable income necessary to build confidence in the firm, and the extra dividend permits them to share in the earnings from an especially good period. Firms using this policy must raise the level of the regular dividend once proven increases in earnings have been achieved. The extra dividend should not be a regular event; otherwise, it becomes meaningless. The use of a target dividend-payout ratio in establishing the regular dividend level is advisable.

STOCK DIVIDENDS

A stock dividend is the payment, to existing owners, of a dividend in the form of stock. Often firms pay stock dividends as a replacement for or a supplement to cash dividends. In a stock dividend, investors simply receive additional shares in proportion to the shares they already own. No cash is distributed, and no real value is transferred from the firm to investors. Instead, because the number of outstanding shares increases, the stock price declines roughly in line with the amount of the stock dividend.

STOCK SPLITS

Although not a type of dividend, stock splits have an effect on a firm’s share price similar to that of stock dividends. A stock split is a method commonly used to lower the market price of a firm’s stock by increasing the number of shares belonging to each shareholder. In a 2-for-1 split, for example, two new shares are exchanged for each old share, with each new share being worth half the value of each old share. A stock split has no effect on the firm’s capital structure and is usually nontaxable.

Quite often, a firm believes that its stock is priced too high and that lowering the market price will enhance trading activity. Stock splits are often made prior to issuing additional stock to enhance that stock’s marketability and stimulate market activity. It is not unusual for a stock split to cause a slight increase in the market value of the stock, attributable to its informational content and because total dividends paid commonly increase slightly after a split.5

Stock can be split in any way desired. Sometimes a reverse stock split is made: The firm exchanges a certain number of outstanding shares for one new share. For example, in a 1-for-3 split, one new share is exchanged for three old shares. In a reverse stock split, the firm’s stock price rises due to the reduction in shares outstanding. Firms may conduct a reverse split if their stock price is getting so low that the exchange where the stock trades threatens to delist the stock. For example, the New York Stock Exchange requires that the average closing price of a listed security must be no less than $1 over any consecutive 30-day trading period. In June 2010, the video chain Blockbuster asked shareholders to approve a reverse stock split to prevent the NYSE from delisting Blockbuster’s stock. Shareholders didn’t approve the measure, and the NYSE delisted Blockbuster stock the following month.

5. Eugene F. Fama, Lawrence Fisher, Michael C. Jensen, and Richard Roll, “The Adjustment of Stock Prices to New Information,” International Economic Review 10 (February 1969), pp. 1–21, found that the stock price increases before the split announcement and that the increase in stock price is maintained if dividends per share are increased but is lost if dividends per share are not increased, following the split.

FOCUS ON VALUE

Payout policy refers to the cash flows that a firm distributes to its common stockholders. A share of common stock gives its owner the right to receive all future dividends. The present value of all those future dividends expected over a firm’s assumed infinite life determines the firm’s stock value.

Corporate payouts not only represent cash flows to shareholders but also contain useful information about the firm’s current and future performance. Such information affects the shareholders’ perception of the firm’s risk. A firm can also pay stock dividends, initiate stock splits, or repurchase stock. All these dividend-related actions can affect the firm’s risk, return, and value as a result of their cash flows and informational content.

Although the theory of relevance of dividends is still evolving, the behavior of most firms and stockholders suggests that dividend policy affects share prices. Therefore, financial managers try to develop and implement dividend policy that is consistent with the firm’s goal of maximizing stock price.

REVIEW OF LEARNING GOALS

LG 1 Understand cash payout procedures, their tax treatment, and the role of dividend reinvestment plans. The board of directors makes the cash payout decision and, for dividends, establishes the record and payment dates. As a result of tax-law changes in 2003 and 2012, most taxpayers pay taxes on corporate dividends at a maximum rate of 5 percent to 15 percent, depending on the taxpayer’s tax bracket. Some firms offer dividend reinvestment plans that allow stockholders to acquire shares in lieu of cash dividends.

LG 2 Describe the residual theory of dividends and the key arguments with regard to dividend irrelevance and relevance. The residual theory suggests that dividends should be viewed as the earnings left after all acceptable investment opportunities have been undertaken. Miller and Modigliani argue in favor of dividend irrelevance, using a perfect world in which market imperfections such as transaction costs and taxes do not exist. Gordon and Lintner advance the theory of dividend relevance, basing their argument on the uncertainty-reducing effect of dividends, supported by their bird-in-the-hand argument. Empirical studies fail to provide clear support of dividend relevance. Even so, the actions of financial managers and stockholders tend to support the belief that dividend policy does affect stock value.

LG 3 Discuss the key factors involved in establishing a dividend policy. A firm’s dividend policy should provide for sufficient financing and maximize stockholders’ wealth. Dividend policy is affected by legal and contractual constraints, by growth prospects, and by owner and market considerations. Legal constraints prohibit corporations from paying out as cash dividends any portion of the firm’s “legal capital,” nor can firms with overdue liabilities and legally insolvent or bankrupt firms pay cash dividends. Contractual constraints result from restrictive provisions in the firm’s loan agreements. Growth prospects affect the relative importance of retaining earnings rather than paying them out in dividends. The tax status of owners, the owners’ investment opportunities, and the potential dilution of ownership are important owner considerations. Finally, market considerations are related to the stockholders’ preference for the continuous payment of fixed or increasing streams of dividends.

LG 4 Review and evaluate the three basic types of dividend policies. With a constant-payout-ratio dividend policy, the firm pays a fixed percentage of earnings to the owners each period; dividends move up and down with earnings, and no dividend is paid when a loss occurs. Under a regular dividend policy, the firm pays a fixed-dollar dividend each period; it increases the amount of dividends only after a proven increase in earnings. The low-regular-and-extra dividend policy is similar to the regular dividend policy except that it pays an extra dividend when the firm’s earnings are higher than normal.

LG 5 Evaluate stock dividends from accounting, shareholder, and company points of view. Firms may pay stock dividends as a replacement for or supplement to cash dividends. The payment of stock dividends involves a shifting of funds between capital accounts rather than an outflow of funds. Stock dividends do not change the market value of stockholders’ holdings, proportion of ownership, or share of total earnings. Therefore, stock dividends are usually nontaxable. However, stock dividends may satisfy owners and enable the firm to preserve its market value without having to use cash.

LG 6 Explain stock splits and the firm’s motivation for undertaking them. Stock splits are used to enhance trading activity of a firm’s shares by lowering or raising their market price. A stock split merely involves accounting adjustments; it has no effect on the firm’s cash or on its capital structure and is usually nontaxable.

To retire outstanding shares, firms can repurchase stock in lieu of paying a cash dividend. Reducing the number of outstanding shares increases earnings per share and the market price per share. Stock repurchases also defer the tax payments of stockholders.