Avon Products, Inc. announced both a change in its business focus and a reduction of its dividend in June 1988. To offset the likely stock price effect of the dividend reduction, Avon announced at the same time an unusual exchange offer under which it would take up to 25% of its common stock. The case traces the history of Avon from 1979-88. We will evaluate Avons efforts at diversification in the early 1980s, and will relate that effort to the companys dividend history. Moreover we will evaluate Avons operating and financial strategies from 1979 to 1988 and the companys financial condition in mid-1988.
PERFORMANCE OF AVONS STOCK FROM 1978-1988Based on Exhibit 4, Avons stock price has declined from $50.75 in 1978 to $24.125 in 1988 (decline equal to 52.5%). At the same time, S&P 500 has increased from $96.11 in 1978 to $266.69 in 1988 (increase equal to 177.5%). This rather poor performance of Avon stock contradicts with the performance of the overall market. Moreover, based on Exhibit 1, ROE decreased from 31% in 1978 to 21% in 1988.
This is due to the following factors: Avon in the early 1980 made the major strategic decision to diversify its business by entering the health care field. In order to support its diversification strategy it invested heavily in subsequent acquisitions of Health care companies. It acquired Mallinkdroft in 1982, Foster Medical in 1984, Retirement Inns in 1985 and Mediplex in 1986. Even though its health care division showed increasing net sales from 1982 till 1984, the situation changed during 1985, with a sudden drop of more than 50% in net sales. The inability of the health care sector to grow at attractive rates worsened in the years to come (largely because of the change in Medicare in 1986) and proved that it was a strategic mistake to go for diversification. Not only did not the market appreciate this decision, but also the firm found itself highly leveraged with a long term dept of $816.4 million in 1987, because of subsequent acquisitions.
The heavy borrowing of the Avon obliged it to announce a dividend cut from $3.00 to $2.50 in 1982, and to $2.00 from 1983 till 1987. This dividend cutting policy, which was already expected and negatively perceived by the market from the early 1981 severely influenced Avon stock price (a decline in the share price from $30 to $20.375 immediately after the announcement of the following dividend policy) and contributed largely to its poor performance. This poor performance was also partly due to the disappointing financial results of the Beauty care sector from 1982 till 1985 (Exhibit 2). It was only in 1986 that the Beauty care sector showed again positive signs of improving prospects. The wrong commitment of Avon to its Health care sector together with the demographic shifts of the 1980s, that decreased both its sales force and customer base are the main reasons for the Beauty Care sectors disappointing results.
EVALUATION OF AVON S FINANCIAL CONDITION IN MID-1988Avon in mid-1988 divested its healthcare business and acquired fragrance companies. In that way, Avon has demonstrated renewed commitment to beauty business and continued investment in that business. While its long term debt was only $4.1million in 1979 and its net earnings amounted to $250.7 million, Avon found itself heavily burdened with total long term debt of $816.4 million in 1988 decreasing net earnings of $159 million and just before divesting two of its health care businesses probably at considerable book losses.
The decision of the company to finance its acquisitions with debt, starting from 1982, resulted to high interest expense payments every year (Exhibit 1). These high interest expense payments, combined with the decreasing net earnings made it very difficult for Avon to meet successfully its generous dividend payment policy. So the company had to reduce its yearly dividend payments starting from 1982 and onwards. Under its financial condition in 1988 Avon has no other choice but to go for further reductions in dividends. That way the company will be able to meet its heavy debt obligations and at the same time finance the come back to its core beauty products business.
PURPOSE OF THE EXCHANGE OFFERThe purpose of the exchange offer was to avoid having a dividend reduction drive down the stock price and find the golden mean between its own interests and the interests of its 25 large Institutional shareholders. Those shareholders owned 46.5 % of total Avons outstanding shares (Exhibit 5) and expected high dividends from them. Some investors, as it is mentioned in the case, have stated that they held Avon stock because it paid high dividends. Hence, a reduction of dividends would most likely have caused investors to sell their stocks and evoke share price delay.
Therefore, Morgan Stanley, the financial adviser of Avon offered to exchange one share of a new $2.00 PERCS for each of up to $18 million of Avons 7.17 million outstanding common shares. PERCS are mandatory convertibles that work as equity-linked hybrid securities and automatically convert to common stock on a pre-specified date (Yan, A. et al, 2003). The PERCS assured the same dividends ($2.00 a year) until September 1991. The company would also have an option of redeeming the preferred shares for either cash or common shares after that date.
In addition, the exchange offer was made in order to support the following four key elements that Avon should have taken into consideration (Ross, S.A., et al 2008):¢Select Additional capital budgeting projects. Through the capital savings Avon will be able to finance additional projects with positive NPV.
¢Available funds for further acquisitions. To avoid the payment of dividends Avon might use excess cash to acquire another company. With this method the company will be able to support more efficiently its turnaround strategy towards the beauty business.
¢Repurchase shares. Avon will be able to support its market price which has reached the lowest level of approximately $24 by repurchasing shares. At the same time shareholders benefit from the fact that when selling shares they pay lower taxes than when they receive dividends.
¢Personal taxes. Money earned from dividends is considered as personal income so it is taxed.
EVALUATION OF THE TRADE-OFFEach decision to go for either the new preferred stock or to keep the common stock has pros and cons. The new PERCS should be appealing to the majority of its institutional investors, since they guarantee to them a stable and relatively high enough quarterly dividend of 50 cents, which is always paid before any other common dividend payment. In this way its large institutional investors can feel certain that they will have a secured return on their investment, without incurring any transaction costs when selling off shares for current consumption.
The holders of the new PERCS can also share the benefits of a stock price increase up to $31.5 but also the losses in case of a stock price drop. The great opportunity that the holders of the new PERCS are loosing is in case Avon stock price goes beyond $31.5. Its stock is currently undervalued to approximately $24 and there is a high probability that within the predetermined 3 years its stock price will increase beyond the price of $31.5, as Avon is undergoing a restructuring towards its core beauty care business and the market is expected to react positively to that news. If that will be the case, then they will loose any excess gains incurred beyond the $31.5 stock price.
Being a common shareholder, an institutional investor experiences losses in revenues because of the dividend reduction. What is extremely important though is that this implies a policy of retaining earnings to help finance the business, which is currently being restructured. So having a long term perspective an institutional investor can select common stocks and bet on a stock price increase far beyond $31.5. If that will be the case then he will certainly outperform any losses he has experienced so far because of the dividend reduction.
In addition, based on Exhibit 5 we can distinguish four types of institutional investors depending on their preferences:¢Yield. In this case the institutional investors have as a primary objective, the amount of dividends they will receive divided by the purchase price. This is not an accurate measure of total return, since it does not factor in capital gains. (http://www.investorwords.com/5362/yield.html)¢Turnaround. A speculator may profit from a turnaround if he or she accurately anticipates the improvement of a poorly performing company. (http://financial-dictionary.thefreedictionary.com/turnaround)¢Mixed. An investor with a combination of yield and turnaround incentives.
¢Index. Investors trading index options are essentially betting on the overall movement of the stock market as represented by a basket of stocks. These investors are considered to care a lot about acquiring stocks that help them diversify the risk of their overall portfolio (http://financial-dictionary.thefreedictionary.com/Index+Option).
Concluding we assume that according to investors preferences we would have a different selection. The yield investor will probably prefer the PERCS, the turnaround investor would keep its common stocks, the mixed would consider both options and finally the index investor will first look at its entire portfolio and decide to keep the stock or not irrespective of the benefits that PERCS or common stock offer as he mainly cares for risk diversification.
¢Ross, S.A., Westerfield, R.W., Jaffe, J., Jordan, B.D. Modern Financial Management. McGraw-Hill, Eighth Edition, (2008)¢R.A. Brealey and S.C. Myers, Principles of Corporate Finance, McGraw-Hill, Seventh Edition, (2003).
¢Yan, A., Nandy, D., and Chemmanur, T. Why issue mandatory convertibles? Theory and empirical evidence, February (2003) Retrieved on 18.3.2008 (http://ideas.repec.org/p/ecm/nawm04/456.html)¢http://www.investorwords.com/5362/yield.html. 18/3/2008.