In this report we will identify business risk that AT&T experienced due to their divestiture in 1982. We will conduct our analysis based on financial concepts, and finally recommend necessary actions that should have been conducted when the company formulated its financial policy in 1983. 2. AT&T Background
AT&T was founded in 1876 by Alexander Graham Bell. Prior to the divestiture AT&T had been a force to be reckoned with for over a century within the telephone service industry. Before the divestiture the company served over 80% of the US telecommunications users. The sale of these services took place at their 22 local subsidiaries. AT&T was the largest enterprise in the world with total assets of $137.8 billion and revenue of $58.1 billion. Given the size of the company they had hired a total of 1,060,378 workers. With a total number of 3,055,495 shareholders, where 95.3% held less than 600 shares each. Ever since 1885 AT&T had continued to pay its dividend to the shareholders, they never lowered the payment. The divestiture that AT&T experienced was a result of an agreement of the Justice Department’s antitrust suit against the company in 1982, which required a major rearrangement of AT&T’s capital structure.
The agreement lead to several changes in the structure of the company, and one major change that had a significant impact on the company was how they managed their distribution channels. Prior to the divestiture they sold their services through their 22
local telephone subsidiaries, the company would now be spun off into seven independent regional corporations; NYNEX, (N.Y. Telephone and New England Telephone), Bell Atlantic (N.J. Bell, Bell of Pennsylvania, Diamond State Telephone and four Chesapeake and Potomac Telephone Companies), Bell South (South Central Bell and Southern Bell), Ameritech (Indiana Bell, Michigan Bell, Illinois Bell, Wisconsin Bell and Ohio Bell), U.S. West (Mountain Bell, Pacific Northwest Bell and Northwestern Bell), Southwestern Bell (Southwestern Bell) and Pacific Telesis (Pacific Telephone, Nevada Bell).
3. Historical Financial Policy
AT&T’s overall financial policy, including target debt ratio and interest coverage, was designed to maintain an AAA bond rating, which allowed them to reduce borrowing cost and in addition make sure that funds were available in periods of severe financial dislocation. The dividend policy was relatively conservative for a utility with a target payout ratio of 60% and an actual payout of 58-67%. Their low payout ratio was determined by AT&T’s large capital requirements and the desire to provide some protection for maintaining the stability of dividends. Stockholders reinvested approximately one third of the dividends. Due to the increased competition and the volatile regulatory climate, AT&T returned to a more conservative financial policy. Between late 1970 and 1980 the managers were reluctant to issue more equity through sales of stocks because the company’s market value was below its book value per share. However, the financial history shows that AT&T allowed investors to purchase new stocks using their current dividends at 95% of current market price.
4. Principal Problem
AT&T’s principal problem was not the need to raise funds to finance investments, but whether the debt and equity ratios were appropriate for the “new” AT&T. This needs to correspond with the company’s financial and strategic goals, and be adapted to the market and uncertainties that the company is facing. AT&T’s strategic goal has been to please the potential stockholders categorized as widows and orphans. Widows and orphans are used to describe stocks with a relatively high degree of safety and a stable dividend income. Due to changes in the market and uncertainties that the company was facing, their strategic goals needed to be changed. The change was however not reflected in their balance sheet. We will further discuss what led to this situation, and give a recommendation on the changes that should have been made prior to the divestiture in 1984.
5. Pre Divestiture Business Risk
As a consequence of the governments intervention, the AT&T lawsuit settlement, as well as the shift in the telecommunication industry, it was clear that AT&Ts local telecommunication business was slowly moving away from a monopoly franchise environment. It was moving towards a more competitive environment characterized with more consumer choice and greater competition. Companies such as IBM saw the divestiture of AT&T as an opportunity to provide new telecommunication equipment and services, which would allow them to gain a higher market share. AT&T’s stock had up till then been regarded as a stable utility-type stock because of its steady growth and consistent dividend yield. However, AT&T should have kept in mind that they would not have as much market control in the future as they did prior the divestiture, much due to the intensifying competition and regulatory environment changes. Firstly, the antitrust lawsuit followed by a sudden divestiture could cause uncertainties towards the company’s future and might change the shareholders perception of AT&T in an unfortunate way. Second, the seven new corporations would be highly independent, and therefore a major rearrangement of the capital structure would be vital.
It is likely that every corporation would differ in terms of e.g. management style and financial performance. These changes could mean that AT&Ts reputation of being a safe and profitable investment could shift to become more volatile and riskier for its shareholders. Finally, AT&T had relied for a long time on their old and out-dated patents, which included old machinery, equipment and plants in order to create profit. As more and more competitors emerged with new technologies and services, AT&T needed to keep up with all changes in the market. As a result of the divestiture the R&D was reduced at Bell Laboratories and the development-part was eventually intergraded into the Western Electric division. After these changes many concerns arose relating to the future profitability of Western Electric (WE).
Firstly, they were concerned that WE might not be able to attain marketing and product development skills that were vital in operating in the newly competitive markets. The main reason for this is that the workforce was used to working in a captive market, where competitors were almost non-existent. Secondly, WE’s manufacturing labor force had become unionized at the same time, as their plants were old. This meant that WE would have to invest in R&D to make sure that their competitors did not exceed them. Their unionized workforce would lead to a considerable increase in salary and WE would have to follow the regulations that were set by the labor union. As a consequence these factors would most likely affect both the firm’s market share and eventually the stock price in a negative way. 6. Analysis and Recommendation
6.1 The New Capital Structure
Spin-offs often provide a unique setting to assess various capital structures, because one observes the initial capital structure of a mature firm. In a spin-off, a subsidiary is fully divested from a parent and becomes a stand-alone entity. Before this happens, the subsidiary is not able to issue new equity, and is dependent on the parent to finance its capital investments. When the divestiture has occurred, the firm’s assets are divided between the subsidiaries followed by a new capital structure of the independent firms. The total outstanding debt would be assumed divided between the seven regional operating companies, hence the sharply reduced total debt that is projected in the 1984 balance sheet.
There is also reason to believe that AT&T chose to reduce $725 million of their total outstanding debt in 1982, which lead to the reduction in the debt ratio the same year. When looking at the projected balance sheet one can see that the total debt would be stable at the sum of $9.3 billion from 1983 to 1988, which equals a decrease of $37.8 billon from 1982. However, due to tax deduction the cost of issuing new debt is lower than using equity. This would mean that AT&T should issue new debt in order to create a balance when financing the investment in R&D, and rather use more of the company’s equity to set up an account with emergency funds that will function as a safety net given the unpredictable times ahead. 6.2 The New Distribution Policy
When establishing a distribution policy, one size does not fit all. Some firms produce a lot of cash but have limited investment opportunities. This applies for firms in profitable and mature industries where few opportunities for growth exist. Such firms typically distribute a large percentage of their cash to shareholders, thereby attracting investment clienteles that prefer high dividends. AT&T was in such an industry, but after the removal of the monopoly, the market became more volatile. During periods of market volatility, there are investment opportunities if you know where to look. In such markets the firms generally distribute little or no cash but enjoy rising earnings and stock prices, and thereby attracting investors who prefer capital gains. AT&T should have adapted to the changes in the market, which required more financial flexibility and a stronger balance sheet. A ‘strong’ balance sheet should consist of liabilities that are considerably outweighed by assets. If a company is having problems, the balance sheet (together with the cash flow statement) will tell you whether it can stand the strain. 6.2.1 Dividend Pay-out
As mentioned above, AT&T has had a steady increase in dividends payout until the announcement of the divestiture in 1982. The company decided to reevaluate the amount of dividends and keep it steady at $5.40 per share. AT&T had been a market leader in this industry for a long time, yet their equipment and patents were old, as they had not invested in R&D development. In order for AT&T to have a stronger balance sheet and become more financial flexible in the face of the divestiture, AT&T should have cut their dividend payout much earlier. The company might have been afraid to cut the dividend since this often gives a signaling effect that the firm does not expect high earnings in the future. However, given that AT&T was forced into this divestiture, changes had to be made. An alternative measure could therefore have been to make a change in the dividend policy. This could be seen as a risky move, yet if communicated in an appropriate and thoughtful way the shareholders might understand that this was necessary for the company’s future growth. Another supporting factor is that approximately one third of the dividends payout were reinvested by AT&Ts stockholders, which shows that the current dividend payout was not very essential to some of the shareholders. 6.2.2 Repurchase of Stock
The firm should also have repurchased stock some years after the dividend cut, to bolster the share price. Repurchase have a tax advantage over dividends as a way to distribute income to stockholders. Repurchase provides cash to stockholders who want cash while allowing those who do not need current cash. Moreover, repurchase announcements are viewed as positive signals by investors because the repurchase is often motivated by management’s belief that the firms shares are undervalued. Finally, repurchases is a effective way to produce large-scale changes in capital structures. 6.3 New Investment Plan
The company should at the same time start looking for new possibilities and investments in order to overcome these volatile times. An alternative could have been to invest in R&D e.g. by acquiring a small company with the knowledge and expertise that were required in order to compete and be sustainable in the industry. By doing so they would expand their workforce with people who had more knowledge about the newer technology and therefore been better equipped when facing the challenges ahead. Not only would this allow AT&T to gain more human capital, but they would also gain newer equipment. It is also said that more good investments will most likely lead to a lower dividend payout, which supports our recommendation of changing the dividend policy. 6.4 Maintaining a Top-Level Credit Rating
AT&T’s overall financial policy, including target debt ratio and interest coverage, was designed to maintain an AAA bond rating, which allowed them to reduce borrowing cost and in addition make sure that funds were available in periods of severe financial dislocation. As mentioned earlier AT&T worked hard to maintain the AAA rating, both through debt ratio and interest coverage. Although it should be noted that AT&T’s debt ratio of 43% was close to fall under the AA ratings. This would have resulted in an increase in average interest cost of 0.7% equal an expenditure of $335.3 million in borrowing cost. Based on this one can conclude that this was a wise decision given the circumstances, and the company should therefore keep their focus on this in the future. A top-level credit ranking will not only give AT&T better conditions when issuing new debt, but also allow them to emerge as a more attractive investment to current and potential new shareholders.
Due to the antitrust lawsuit and the shift in the telecommunication industry, AT&T needed to adjust their financial and organizational strategy in order to adapt to the changing environment. The main purpose of this report has been to identify the risk involved with the divestiture, and find ways to face the challenges ahead. The report recommends a new capital structure policy, where AT&T should issue new debt for further investments rather than using equity. For the distribution policy, dividends should be cut and thereafter consider repurchasing stocks. Furthermore, the company should invest in a R&D through an acquisition of a small high-technology firm that will enable them to gain knowledge and be more innovative. Finally, AT&T should seek to maintain a top-level credit rating to reduce borrowing costs, to assure better conditions when issuing debt and last but not least to be a preferred firm for investors.