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Does Supply Curve Inelasticity Explain Abnormal Long-Run Returns Following Open Market Share Repurchases? William McNally, Brian F. Smith and Thomas Barnes* This Version: July 2003 Abstract This paper uses a new database that provides details on individual repurchase trades. We estimate that repurchase trades earn significant long-run abnormal returns. We partly attribute the returns to the fact that open market repurchases permanently remove supply from the market. In the presence of supply curve inelasticity this leads to an increase in the equilibrium price of the stock. Consistent with this argument, we find that individual repurchase trades have a significantly greater permanent price impact than matched ordinary trades. We also show that firms exploit their insider information by buying on dips and at a discount to the prices paid by outside investors. The public announcement of the trades does not signal information to the market. * McNally and Smith are at the Clarica Financial Services Research Centre, School of Business and Economics, Wilfrid Laurier University. Barnes is at the Department of Accounting and Finance, Brock University. Smith is the contacting author and can be contacted at the School of Business and Economics, Wilfrid Laurier University, 75 University Avenue West, Waterloo, Ontario, Canada N2L 3C5. Phone: 519-884-0710 ext. 2953. Fax: 519-884-0201. E-mail: [email protected] The authors acknowledge financial support from the Social Sciences and Humanities Research Council of Canada. We appreciate the suggestions of an anonymous referee, and participants at the Northern Finance Association 2002 annual meetings and at a University of Toronto seminar. We also thank Catherine Hartung, Danielle Knox, Ron Leisti and James Sandhu for research assistance. The usual disclaimer applies. Does Supply Curve Inelasticity Explain Abnormal Long-Run Returns Following Open Market Share Repurchases? Abstract This paper uses a new database that provides details on individual repurchase trades. We estimate that repurchase trades earn significant long-run abnormal returns. We partly attribute the returns to the fact that open market repurchases permanently remove supply from the market. In the presence of supply curve inelasticity this leads to an increase in the equilibrium price of the stock. Consistent with this argument, we find that individual repurchase trades have a significantly greater permanent price impact than matched ordinary trades. We also show that firms exploit their insider information by buying on dips and at a discount to the prices paid by outside investors. The public announcement of the trades does not signal information to the market. Does Supply Curve Inelasticity Explain Abnormal Long-Run Returns Following Open Market Share Repurchases? Past studies of open market repurchases find significant abnormal long-run returns to a strategy of buying following program announcements and attribute the returns to undervaluation at the time of the announcement (Ikenberry, Lakonishok and Vermaelen (1995, 2000)). Using a new transaction-level database, we estimate that the non-tendering shareholders earn abnormal long-run returns from the repurchase trades themselves. We examine three alternative explanations for the source of the returns: 1) supply curve inelasticity; 2) asymmetric information—firms trade on their insider information; and 3) signaling—the mandatory public announcement of firms’ repurchase trades conveys information to the market. The major contribution of the paper is that we attribute part of the abnormal return to the fact that open market repurchases permanently remove supply from the market. The idea that repurchases remove supply and thereby raise equilibrium prices has been used to explain price changes around Dutch auctions (Bagwell (1992)). This is the first paper to explore whether open market repurchases have the same effect. Our dataset allows much more extensive analysis of repurchases than previous studies, including the analysis of market microstructure issues. Canadian repurchasing firms are required by law to file insider trading reports that provide details (price, quantity and date) of repurchase trades. Our detailed dataset includes 1,118 programs by 500 firms repurchasing nearly 1 billion shares. By matching the insider trading records with transaction level data, we are able to identify 62,658 specific repurchase trades. With this detailed transaction data we compare the price impacts of repurchase trades with those of matched ordinary trades. We find a significantly greater permanent price impact for repurchase trades. This result is consistent with removal of supply in a market with an inelastic supply curve. In contrast, we do not find that purchases by other insiders create a significant excess permanent price impact. Another potential source for the abnormal performance of the repurchase trades is that firms have an information advantage over other traders. If firms have insider information that 1 allows them to identify periodic undervaluation, then they can buy strategically at those times and earn higher returns than outside investors. If this is the case, then other traders should not be able to replicate firms’ performance unless they can exactly copy the timing and magnitude of firms’ trades. We find that firms buy on ‘dips.’ They pay lower prices than outside investors but similar to the prices paid by other asymmetrically informed insiders. We measure the returns earned by a strategy of mimicking repurchasing firms’ trades and find no abnormal performance after adjusting for price impact. We conclude that part of firms’ abnormal returns derives from their information advantage and that is why the returns cannot be replicated by outside investors. If firms have asymmetric information about periodic undervaluation of their stock, then the public announcement of their trades should act as a signal to the market. Past studies argue that open market repurchase program announcements are signals, and find that abnormal returns are related to information learned from the announcement (McNally (1999)). Similarly, the longrun abnormal returns may partially be due to information learned through the public announcement of actual repurchases. Canadian regulations require mandatory disclosure of repurchase trades. While we confirm that traders respond to the announcement of the initiation of a repurchase program, we find no significant market reaction to the announcement of completed repurchase trades. Thus, abnormal returns are not the result of information signaled by the disclosure of trades. This paper has four sections. Section I reviews the inelasticity, information asymmetry and signaling hypotheses. Section II describes the institutional structure governing Canadian repurchases and the data. Section III discusses test methods and results. Section IV presents conclusions. I. Explanations for Long-Run Rates of Returns Published evidence of abnormal returns following repurchases (Ikenberry, Lakonishok and Vermaelen (1995, 2000)) leaves two questions unanswered. First, are the abnormal returns available to all investors who acquire shares of a repurchasing firm or just to the firm itself? Second, what is the source of the abnormal returns? The first question is unanswered because previous studies measure the return to a strategy of purchasing at the end of the month of the 2 announcement and they do not adjust those hypothetical trades for price impact. In contrast, we measure the return earned on the firm’s purchases, which reveals whether the repurchase transfers wealth from tendering (selling) to non-tendering shareholders. We find that firms earn abnormal returns on their actual trades, but we do not find that a realistic replication of the firm’s trades earns abnormal returns after adjusting for price impact. Past studies attribute the abnormal long-run returns to the general undervaluation of the shares during the repurchase announcement period and a subsequent reversal to full-valuation over a one or two year time frame. Those studies do not explore the specific events that drive the increase in stock prices. We explore three alternative explanations for the long-run abnormal returns: 1) repurchases increase stock prices because they remove supply; 2) repurchasing firms have asymmetric information which allows them to buy strategically; and 3) the announcement of actual repurchases signals information to the market. Each of these hypotheses is examined in turn. A. Supply Curve Inelasticity Bagwell (1992) argues that Dutch auction repurchases increase the equilibrium price because they reduce the pool of investors and change the marginal shareholder to one with a higher reservation price. Prices rise following these repurchases because the supply curve for shares is inelastic. Open market repurchases are smaller than Dutch auctions but also permanently reduce the pool of investors. By construction, open market repurchases remove shareholders with the lowest valuation, since it is those investors who sell at the market. If the supply curve for shares is inelastic, then open market repurchases should raise the equilibrium price of the stock higher than it would have risen following an ordinary purchase. We refer to this difference as the inelasticity effect of repurchases. The presence of an inelasticity effect would explain why there are abnormal long-run rates of return following open market repurchases. Open market repurchases are smaller than Dutch auctions, but that does not mean that the inelasticity effect is insignificant. Only if the supply curve is flat for trades the size of 3 repurchases would there be no inelasticity effect.1 The mean repurchase trade size is 13,565 shares, four times larger than the average ordinary trade size. Bagwell (1992) finds in a study of Dutch auctions that the supply curve is not flat but rather is more inelastic for smaller quantities of shares repurchased. Based on the arc elasticity estimate in Table II of Bagwell (1992), a 2% repurchase of shares should lead to a 1.8% increase in stock price. The relatively high inelasticity in the smallest set of Dutch auctions leads us to expect that open market repurchases of equivalent size will result in significant price impacts. While the cumulative impact of a 2% purchase should be significant, we also expect that each individual transaction generates a price impact. The inelasticity effect for individual trades depends on the impact of the trade on the marginal investor. A repurchase trade removes but does not replace the seller, whereas a regular trade replaces the marginal seller with another investor. With a regular trade, the new holder of the security will likely have a higher reservation price than the seller of the security. However, the presence of the new shareholder will put competitive pressure on the reservation prices of the other shareholders. To illustrate this point, consider a stock with a marginal seller, Seller A, asking $10 for her 3,000 shares and the next seller, Seller B, asking $10.10 for her 4,000 shares. If all of Seller A’s shares are repurchased, the new reservation price is $10.10. Now consider the case where Seller A’s shares are acquired for $10 in a regular trade and the buyer has a reservation price of $10.10. The presence of this new shareholder (the buyer) puts competitive pressure on other shareholders, and Seller B may lower her reservation price to say $10.05. In the case of a liquidity-motivated buyer, such as an Index fund, the reservation price will be very close to the purchase price, and so the supply curve will be largely unchanged by the transaction. While there are many scenarios, the main point is that in a regular trade the buyer puts competitive pressure on the remaining shareholders, but this does not occur in a repurchase where there is no new shareholder. Thus, repurchase trades should be followed by a larger 1 Empirical research on the limit order book reveals an upward-sloping supply curve for quantities the size of repurchases. See evidence from Biais, Hillion and Spatt (1995) for the Paris Bourse and from Goldstein and Kavajecz (2000) for the New York Stock Exchange. 4 increase in the equilibrium price compared to ordinary trades. This hypothesized difference presents a means of testing for an inelasticity effect. If there is an inelasticity effect, then the permanent price impact (change in mid-quotes) of repurchase trades should be greater than that of equivalent ordinary trades (non-repurchase trades matched by characteristics). B. Asymmetric/Insider Information An alternative explanation for the abnormal performance of the repurchase trades is that there is asymmetric information between the firm and the market. If the firm has insider information that allows it to identify periodic undervaluation, then it can buy strategically and pay lower prices and earn higher returns than other traders. The firm’s performance ought to be equivalent to that achieved by other insiders. Indeed, repurchases have been characterized by Barclay and Smith (1988) and Ikenberry and Vermaelen (1996) as a substitute for direct insider buying.2 If the firm has insider information, then outside investors should not be able to replicate the firm’s performance unless it can exactly copy the timing and magnitude of the firm’s trades. In this view, the repurchase program announcement does not necessarily indicate current undervaluation, but indicates that the firm expects to identify periods when its shares trade below their fair value. This view was first articulated by Ikenberry and Vermaelen (1996). In summary, if the firm has insider information then: 1) the firm should earn abnormal long-run returns on its purchases; 2) the firm should pay lower prices than outside traders; 3) repurchases and purchases by other insiders should be substitutes; and 4) outside investors should not be able to replicate the firm’s performance. Do Firms Pay Lower Prices than Other Traders? If firms have asymmetric information about their value, then they should be able to time their purchases advantageously. Brockman and Chung (2001) study repurchases with data summarized on a daily basis for 370 repurchase programs on the Hong Kong Stock Exchange during the 1990s. They calculate the price paid on repurchases to be about 9% below that of bootstrapped samples of random trades and attribute this discount to asymmetric information and 2 A proof of their substitutability can be obtained from the authors upon request. 5 superior management timing. Contrary to Brockman and Chung (2001), Cook, Krigman and Leach (2000) use a survey to collect trading data from 64 U.S. repurchase programs in 1993. Their overall sample indicates that firms do not buy at cheap prices, but their NYSE subsample exhibits some evidence of timing ability by firms. In our study, we compare the prices paid by repurchasing firms in 802 programs to those paid by other investors. We compute the price premium in several ways, one of which controls for trade and market characteristics that may also explain the price premium. Are Repurchases and Purchases by Insiders Substitutes? Previous studies document that insiders are asymmetrically informed traders and earn abnormal returns (Jaffe (1974), Finnerty (1976), Seyhun (1986), Rozeff and Zaman (1988) and Lakonishok and Lee (2001)). A repurchase and an insider purchase are substitutes in the sense that subsequent to either transaction the insider’s wealth varies directly with the stock price. If they are substitutes, then we should observe that if insiders buy at a discount, so should firms. The discount paid by insiders should be positively correlated with the discount paid by firms. Finally, if they are substitutes, then insiders should not be selling their equity interest at the same time firms are buying back shares. Can Outside Investors Replicate Firms’ Performance? If firms earn abnormal returns because they are insiders and the market is semi-strong form efficient, then outside investors should not be able to replicate firms’ abnormal performance. To test this hypothesis, we measure the returns to a strategy of mimicking firms’ actual repurchase trades as they are publicly announced. This strategy is the closest feasible match to firms’ purchasing and should yield returns close to those earned by firms. In calculating the returns to this hypothetical trading strategy, we account for the price impacts of the trades.3 C. Signaling Hypothesis Past models hypothesize that the announcement of a repurchase program is a signal that conveys management’s knowledge of future earnings to the market (McNally (1999)). Those 6 models predict a significant abnormal return following program announcements. A problem with modeling the announcement as a signal is that the announcement is not binding. Given that it is not a commitment, we hypothesize that the market conditions its response to the initial program announcement and completes its reaction only when it observes the firm actually repurchasing. In this case, we would also expect abnormal returns in response to announcements of actual repurchases. These reactions may explain the abnormal long-run returns in the year following repurchase program announcements. We test two implications of the signaling hypothesis: that there will be a significant reaction to the program announcement and that there will be a significant reaction to announcements of actual purchases. II. Regulation of Open Market Repurchases and Data Most repurchases in Canada are open market programs since fixed-price and Dutch auctions are taxed disadvantageously. Open market repurchases are carried out through the facilities of the Toronto Stock Exchange (TSX) and are subject to its general by-laws. In the case of repurchase programs, the by-laws supersede the Ontario Securities Act (OSA), which normally governs all securities transactions in the province. Regulations affect the initial announcement of repurchase programs, execution of purchases and announcement of actual purchases. We discuss each in turn. A. Initial Announcement of Repurchase Program The TSX must approve all open market repurchase programs. The exchange refers to such programs as “normal course issuer bids.” For each program, the Exchange limits company repurchases to the greater of 5% of shares outstanding or 10% of public float over a 12-month period. In contrast, U.S. open market repurchases can last more than one year and, on average, U.S. firms target to repurchase 7% of their outstanding shares.4 Canadian companies must publicly announce their repurchase programs. 3 We thank the anonymous referee for this suggestion. 4 See Vermaelen (1981) and Stephens and Weisbach (1998). 7 B. Execution of Repurchase Programs The TSX has the following rules that regulate how repurchase programs are executed. These rules are established to reduce possible market manipulation: • Repurchases can only begin two days after receiving approval from the TSX. • Repurchases over any 30 calendar days must not exceed 2% of the outstanding shares. • Purchases cannot be made at a price higher than the last independent trade of a board lot of the shares. • Purchases must be made through a single broker. • Prearranged trades (also referred to as put-throughs on the TSX) in which the seller is an insider are prohibited. C. Reporting of Repurchase Trades Required by OSC and TSX The Ontario Securities Act (OSA) also affects how repurchase programs are disclosed since the Act considers firms that repurchase their own shares to be insiders. As insiders, firms must report their repurchases to the OSC within 10 days of the trade.5 They must report the date, price and quantities of shares acquired. This information is subsequently reported by the OSC in the weekly Ontario Securities Bulletin and maintained electronically by Micromedia Inc. on the Insider Reporting Database. The TSX requires that firms report their repurchases to the Exchange within 10 days of each month in which the repurchases are made.6 For every repurchase program, the TSX Daily Record publishes the prior month’s total repurchases, the cumulative repurchases to date, the number of shares targeted, and the expiry date. This information is typically published on the third Friday of each month. 5 OSA, 1994, Section 107(2). Until December 1999, the OSA had the same time requirements as the TSX for reporting insider trades (within 10 days of the end of month of trade). 6 TSX Rule Book Appendix F, 6-501(8) 8 D. Data Our database of repurchases covers the period from January 1, 1987 to Dec 31, 2000 and is constructed from the TSX Daily Record and the OSC Insider Reporting Database. From the Daily Record, we identify 2,674 repurchase announcements by companies listed on the TSX. Of these announcements, there are 661 programs in which the TSX Daily Record records no repurchase activity. Thus, the TSX records only 2,013 active repurchase programs in which 1,431 million common shares were repurchased. The OSC database includes only completed transactions, and so only records programs where there are actual repurchases. To our knowledge, this is the first paper to employ the OSC detailed transaction data.7 The OSC database has information on 1,118 programs which match with the database of announcements from the TSX Daily Record. It is from this OSC data that we draw individual repurchase trades for our analysis of excess price impacts. Of the 1,118 programs, 32 have no record of repurchase activity by the TSX. This leaves 1,086 programs by 500 firms (involving the repurchase of 909 million shares) with at least some repurchase activity recorded by both the TSX and OSC. To conduct the analysis of IRRs and price premiums across programs, we need to have a complete set of trades for each program.8 Thus, for each of the 1,086 repurchase programs, we compare the data from the OSC with that of the TSX. Programs are excluded from our analysis if the total number of shares reported by the OSC is 25% less than or 25% greater than the total listed in the TSX Daily Record. This removes 251 programs from the analysis. Finally, we remove 23 programs where reported prices are not consistent with the actual trading range on the reported trade date or where there are no securities price data at all. (Closing stock prices and 7 Since it is the first time the electronic OSC data are used in an academic study, we extensively screen them for input errors. The following corrections are made: reposition decimal points in incorrectly recorded prices; adjust for changes in firm and security names; adjust for stock splits; and remove the repurchase trades that were transacted on U.S. exchanges (such trades constituted only 5.5% of the original sample). 8 We use the larger set of OSC records for the price impact analysis because in that analysis we do not need to have the complete set of trades for each repurchase program. Price impact analysis is done on the trade rather than the program level. 9 indices are from Canadian Financial Markets Research Centre (CFMRC) database, and trades and quotes data are from the TSX.) This screening reduces the sample to 802 programs in which 706 million shares are repurchased. The OSC database is smaller than the TSX database. This difference is due to noncompliance with OSC disclosure regulations. From discussions with the OSC, enforcement of insider reporting rules is not a priority of the commission. However, compliance improves over the sample period. In the final year of the sample, 2000, the OSC Insider Reporting Database reports 83% of the number of shares reported by the TSX. To determine whether the sample of 802 is representative of the population of active repurchase programs, we compare various characteristics of the sample with the population of 2,045 active repurchase programs recorded in either or both of the TSX and OSC databases. The characteristics we compare are: market capitalization, daily turnover, insider holdings, and the distribution of firms across industries. We find no statistically significant difference between the characteristics of the sample and population of repurchase programs. III. Test Methods and Results A. Summary Statistics Table 1 shows that repurchase activity on the Toronto Stock Exchange increases markedly in recent years. From January 1987 to December 2000, a total of 706 million shares worth $14.7 billion are bought back. The most active year is 1999 when there are 134 buyback programs involving 191 million shares worth $4.4 billion.9 [Insert Table 1 About Here] Overall, the completion rates of the repurchase programs are similar to those reported in Ikenberry, Lakonishok and Vermaelen (2000). On average, over the whole time period, about 40% of the targeted amount of each repurchase program is bought back by companies. With the exception of 1990-1992, the annual completion rate varies from 30% to 48%. The figures are 10 lower from 1990 to 1992 because of a recession in Canada over that period. The recession lowered corporate cash flows, thereby constraining the ability of firms to repurchase shares as per Stephens and Weisbach (1998). The last two columns provide some evidence which suggests that repurchases provide substantial liquidity to the market. Across all years, while repurchases represent only 2.02% of shares outstanding, they constitute 12.25% of shares traded during the repurchase program period. Shares repurchased as a percentage of all trading volume varies from 5.07% in 1987 to 18.33% in 2000. There is no significant trend in the intervening years. These figures suggest that repurchases provide substantial liquidity to sellers in the market at the time of the buybacks. In contrast, Brockman and Chung (2001) find that bid-ask spreads widen during repurchase periods, and conclude that repurchases reduce liquidity. B. Abnormal Long-Run Rates of Return on Repurchase Trades Our database of detailed repurchases allows us to calculate the internal rate of return (IRR) on all of the purchases constituting the repurchase program and contrast it to the expected CAPM return. The firm’s IRR is the rate that equates the future values of all repurchase trades (plus accumulated dividends) with the market value of the acquired shares at the terminal date. We use two terminal dates: the expiration date of the program and the first anniversary of the expiration date. The benchmark for computing abnormal returns is the predicted return based on the CAPM using a Dimson (1979) beta. The market return is the IRR of a set of purchases— equivalent in value to the firm’s repurchases—of the market index (with dividends reinvested). Table 2 reports the median internal rates of return of share repurchase programs. As shown in Panel A, firms earn a median 12.57% annualized return.10 Over this period, the median 9 Because data are not available after December 2000, the figures for the year 2000 exclude shares repurchased after that year. The totals for year 2000 programs are underestimated. 10 We also compute the means of the returns. Like the medians, the means are found to be higher for the repurchase programs. However, because some repurchase programs had buying concentrated near the terminal date, the annualized returns on these programs are very upward skewed (in some cases, annualized returns are over 1,000%). 11 abnormal return is 3.52%, which is significant at the 1% level. This abnormal return indicates that the repurchase transfers wealth to non-selling shareholders. For the period ending one year after the expiry date of the repurchase program, the median abnormal return is not significantly different from zero. This result indicates that the outperformance is concentrated in the period of the repurchase program. [Insert Table 2 About Here] Given that firms earn an abnormal return on their repurchase programs, an interesting question is whether investors could replicate firms’ trades and also earn an abnormal return. If the market is semi-strong form efficient and firms trade on insider information, then outside investors should not be able to replicate firms’ abnormal performance. Outside investors face two obstacles to replicating repurchase trades. First, firms trade anonymously and the public only learns of the trades when they are published in either the TSX Daily Record or the OSC Bulletin. On average, there is a four-week lag between the trade and its publication. Thus, it is very unlikely that replication trades would occur at the same prices as firms paid. Second, firms buy patiently whereas replication trades require greater immediacy so that they can be completed soon after the repurchase trades. The immediacy of execution means that replication trades are likely to create significant price impact and so reduce the profitability of copying the firm. We measure the return to replicating each firm’s trades based on the OSC publication dates.11 For each repurchase program, we compute the IRR for a set of purchases replicating the firm’s published trades. We adjust the returns to account for price impact of both the purchases and liquidation at the terminal dates. We estimate price impact betas using 30-minute time intervals (equation (1) of Breen, Hodrick, and Korajczyk (2002)). We assume that the hypothetical purchases are completely buyer-initiated and sales are seller-initiated. Panels B and C of Table 2 show the internal rates of return from replicating firms’ purchases with and without price impact. Without an adjustment for price impact, the median Given the high degree of skewness, the means are not useful in interpreting the aggregate data so they are not reported. 11 We used the OSC Bulletin instead of the TSX Daily Record because the Bulletin is published more frequently and contains more detailed transaction data. 12 abnormal return to the expiry date of the program is 2.48% which is significant but slightly lower than the median firm’s return. The abnormal return to one year later is not significantly different from zero. Panel C shows the return after adjusting for the price impact of the purchases and the sales. The abnormal return to the expiry date is not significantly different from zero, which shows that lags in execution and price impacts prevent replication of firms’ performance. The fact that firms’ performance cannot be replicated suggests that firms act on insider information and that the market is semi-strong form efficient. C. Tests of Supply Curve Inelasticity We next examine whether supply curve inelasticity is an explanatory factor for the abnormal rate of return on firms’ trades. We test for inelasticity by measuring whether the permanent price impact of repurchase trades exceeds that of a matched sample of ordinary trades. If the supply curve is inelastic, then the permanent price impact of repurchase trades should be greater than that of equivalent ordinary trades (matched non-repurchase trades). The process used to identify 62,658 individual repurchase trades from OSC and TSX databases is described in Appendix I. We discuss in the following paragraphs: 1) the selection of equivalent ordinary trades; 2) the estimation of the excess price impacts; and 3) the cross-sectional regression of trade and repurchase program characteristics on excess price impacts. Equivalent Ordinary Trades The individual repurchase trades must be matched with equivalent ordinary trades in order to estimate the excess price impact. Repurchase trades should be matched with trades that, in the absence of inelasticity effects, should have the same permanent price impacts. The following factors have been found to affect permanent price impact: insider ownership, firm size, trade initiator, trade size, level of asymmetric information (Koski and Michaely (2000)), liquidity, and order aggressiveness. There is no need to control for information conveyed by the firm’s identity because repurchase trades are done anonymously (i.e., reported with a one-month lag). To control for the first two factors we match repurchase trades with ordinary trades in the same company. In order to control for trade initiator, we classify and match all trades as buyerinitiated, seller-initiated or neutral using the method developed by Lee and Ready (1991). We 13 find that 57.82% and 30.35% of repurchases are seller- and buyer-motivated, respectively.12 These results indicate that the repurchasing firms are net providers of liquidity to the market, which is evidence that firms are value traders who are less aggressive than other buyers. To control for trade size we require that the size of the matched trade be within 15% of that of the repurchase trade. To control for the level of asymmetric information and liquidity we choose matching trades that are proximate to the repurchase trade. The median matched trade occurs within 20 hours of the repurchase trade (the maximum difference is five calendar days), and so we are confident that the level of liquidity and the amount of information in the market when the matched trade occurs is similar to the levels when the repurchase trade is executed. Other than matching by trade initiator, it is difficult to control for order aggressiveness. Breen, Hodrick and Korajczyk (2002) find that beyond trade size some of the most significant determinants of price impact are factors related to aggressiveness: urgency of order execution, whether the trader is a value investor, and whether the order is a limit order. Our data sources do not allow us to measure these factors, and thus we must consider the potential bias from this omission. Repurchasing firms are expected to be less aggressive than other buyers and so the price impact of repurchase trades should be lower than the impact of the matched ordinary trades, ceteris paribus. This will reduce the excess price impact and bias downwards our estimate of price inelasticity. Repurchasing firms are expected to be less aggressive than other buyers for two reasons. First, repurchasing firms are patient—repurchases are not legally binding and firms have one year in which to complete them. Firms are also more patient because of the TSX restriction on buying at a price higher than the last board lot traded. Second, repurchasing firms are value traders—they buy securities when they believe they are undervalued (Harris (2003)). That firms 12 Given the TSX prohibition on trades that occur at prices higher than the last independent trade of a board lot of the shares, it is surprising that the proportion of seller-motivated repurchases isn’t higher. We examine whether firms comply with this TSX rule and discover that in 11.6% of trades, firms repurchase at a price higher than that of the last traded board lot of shares. Thus, the fact that one in eight repurchase trades do not comply with the ‘up-tick’ restriction decreases the proportion of seller-motivated repurchases. 14 are value traders is apparent from their timing ability documented in Section F and the fact that firms buy shares at a significant discount relative to other traders. Excess Permanent Price Impacts Following the matching process described above, we are able to match 29,718 of the individual OSC repurchase trades with ordinary trades.13 Table 3 reports the estimates of the raw and excess permanent price impacts. Because the majority of repurchases are seller-initiated, it is not surprising that the mean permanent price impacts in the periods 15 seconds, 1 minute and 30 minutes following the announcement are significantly negative.14 The raw permanent price impact of the repurchases measured to the end of the trading day is significantly positive. This suggests that firms have superior timing ability in their repurchases over the course of a trading day. [Insert Table 3 About Here] The excess permanent price impact of the repurchases over the matched ordinary trades is significantly positive for all four time periods following the trades. We do not distinguish between buyer- and seller-initiated trades since in both cases the inelasticity of the supply curve causes a positive excess permanent price impact. The mean excess permanent price impacts over the 15 seconds and one minute immediately following the trade are 0.060% and 0.059%, respectively. To the end of the trading day the excess permanent price impact is 0.136%. Given that there is a median of 36 trades in each repurchase program, this suggests that over the course 13 Individual trades are extracted from approximately 85% of the 1,118 repurchase programs reported to the OSC. The sample characteristics, including firm size and buying intensity, are not significantly different at the 5% significance level between the subset and population of OSC-reported repurchases. The extraction process does not appear to bias our sample characteristics. 14 Large sample sizes increase estimator precision and so yield large t-statistics. This increases the probability of making a type I error, and researchers typically reduce the significance level of their test to account for this. Zellner (1984) presents a method for determining an appropriate significance level for large samples using the posterior odds ratio. Following his method, for a sample size of 2,000, a t-value of 3.74 is consistent with a 20:1 posterior odds ratio. 15 of a repurchase program, the estimated aggregate impact of the inelasticity effect is 36 x 0.060% = 2.16%.15 To further prove that repurchase trades have a different impact than ordinary trades, we also analyze the excess permanent price impact of a set of insider purchases. Insider purchases are similar to repurchases but they do not remove supply from the market. They are similar in two respects: 1) they have an equivalent impact on the wealth of insiders; and 2) insiders should have the same asymmetric information as the firm. The other insider purchases are obtained from the OSC Bulletin and matched with TSE trades in the same manner as described for repurchases. As shown in Table 3, the excess price impact of the other insider purchases is not significant. None of the t-statistics are significant given the large sample size. Since we find a significant excess price impact for the repurchases and not for the insiders, we attribute the results to the supply curve inelasticity and not to any sort of information advantage firms have. Cross-Sectional Analysis of Excess Permanent Price Impacts To further explore the inelasticity effect, we test for factors that may explain crosssectional variation in the excess permanent price impact. The factors are: 1) shareholder heterogeneity (due to asymmetric information); 2) liquidity; and 3) trade size.16 There is a greater degree of asymmetric information in smaller firms (Vermaelen (1981)), which creates a higher level of shareholder heterogeneity. The higher level of heterogeneity should lead to greater inelasticity of supply, and so repurchases by smaller firms should induce larger permanent price impacts. The markets for small firms are also on average more illiquid than the markets for large firms’ shares. Following Amihud and Mendelson (1986), illiquidity should lead to greater supply curve inelasticity. This is another reason why small firms should have greater excess permanent price impacts.17 15 We use the 15 second price impact to eliminate confounding effects from multiple trades. 16 Hodrick (1999) identifies other reasons for greater price inelasticity: greater risk aversion, illiquidity and capital gain lock-in. Proxies for those factors do not provide additional explanatory power in our analysis and so are excluded for the sake of brevity. 17 We also try using relative trading volume as a measure of liquidity but it is not significant and the result is not reported. Thus, the firm size variable more likely reflects shareholder heterogeneity than liquidity. 16 The results of the cross-sectional regression are reported in Table 4. The firm size variable (log of market capitalization) is significant and negative for all time periods. This indicates that smaller firms have larger excess permanent price impacts, suggesting that their equity supply curves are more steeply sloped. This result is consistent with that of Bagwell’s (1992) study of Dutch auction share repurchases. [Insert Table 4 About Here] The relationship between the excess permanent price impact and trade size involves two offsetting effects. On one hand, the inelasticity effect should increase with trade size: a large repurchase absorbs more of the available supply of shares and so moves the equilibrium price further up the supply curve. On the other hand, this may be offset by the fact that repurchasing firms are not expected to be as aggressive as other traders when they acquire large blocks of shares. As noted above, this is especially the case with buyer-initiated repurchases because of the TSX purchase price restriction. Because they are value traders, repurchasing firms are more patient than other traders. They buy large blocks of shares only when the price impact is expected to be equivalent to buying in small amounts. As a result, the excess permanent price impact for repurchase trades may not rise as trade size increases (it may in fact shrink for buyerinitiated repurchases). The price impact related to inelasticity may be offset by the lower aggressiveness of larger repurchase trades. To empirically capture the different relationship between trade size and excess price impact for buyer and seller-initiated trades, we include an interaction variable: Buyer*Trade Size. Buyer = 1 if the trade is buyer-initiated and Buyer = 0 otherwise. Thus, the coefficient on the Trade Size variable reflects the relationship for seller-initiated and neutral trades. The coefficient on the interaction term indicates whether this relationship is different for buyerinitiated trades. Given the price restriction, we expect this coefficient to be negative. As shown in Table 4, the coefficient on Trade Size is not significantly different from zero using price impact measured at 15 seconds, 1 minute and 30 minutes following the trade. This suggests that firms’ ability to manage price impact in large trades offsets the inelasticity effect for seller-initiated and neutral trades; thus there is no significant relationship between excess price impact and trade size. The significantly negative coefficient on the interaction term (Buyer 17 * Trade Size) for 15 seconds and 1 minute indicates that the relationship between excess price impact and trade size is smaller for buyer-initiated trades than for seller-initiated and neutral trades. D. Prices Paid by Repurchasing Firms If firms have asymmetric information about their value, then they should be able to time their purchases advantageously, and buy their shares at lower prices than uninformed traders. In Table 5, we present three estimates of the premium that firms pay over uniformed traders. Each premium is the difference between the volume weighted average price paid by the firm and an estimate of the price that uninformed investors paid for shares over the same period. If firms pay less, then the premium should be negative. [Insert Table 5 About Here] The first estimate of the average price paid by uninformed traders is simply the volume weighted average price of all trades that are not repurchases during the buyback period. Panel A of Table 5 shows the cross-sectional means and medians across the 802 repurchase programs. The average firm paid 6.53% less than uninformed buyers and the median firm paid 4.31% less (both values are significant at the 1% level). The second row of Panel A shows an alternative estimate of the premium following Brockman and Chung (2001) with 1,000 bootstrap samples for each program. The mean of the bootstrap premiums is –7.13% and the median is –6.02%. These results are comparable to the first approach as well as to Brockman and Chung’s (2001) results for Hong Kong repurchases. The third estimate of the price paid by uninformed traders controls for market liquidity, trade size, trade initiator and time of day by using only trades that have the same characteristics as the repurchase trades. This approach uses only the OSC records that are matched with specific TSX trades—the matching process is described in Appendix I. The price paid by firms in these trades is compared to the price paid in non-repurchase transactions, selected according to the following criteria: 1) they occur on a day with similar total volume (+/-25%) as the day on which the repurchase transaction occurred; 2) they have the same trade size (+/-25%) as the repurchase transaction; 3) they have the same type of trade initiator; and 4) they occur within one hour of the 18 time of day of the repurchase transaction. The eligible matching transactions are randomly sampled, and a weighted average price is constructed. This procedure is repeated 1,000 times for each repurchase program, and the resulting bootstrap average is referred to as the trade-by-trade bootstrap premium. Row 3 of Panel A reports the cross sectional means and medians of the trade-by-trade bootstrap premium. The sample size is much smaller, since only about half of the OSC data were successfully matched with TSX trade data, and not all of those had a sufficient number of eligible matches according to criteria outlined above.18 The average premium is –4.53% and the median premium is –2.93%, and both are significant at the 1% level. Firms pay less than other investors even after controlling for market liquidity, trade size, trade initiator, and time of day. Thus, we conclude that the discount is due to firms’ information advantage and resulting timing ability. Next, we look at cross-sectional variation in the premium. The premium is expected to vary across both firm size and buying intensity (shares purchased as a proportion of trading volume). Consistent with Vermaelen (1981), we suspect that large firms are more efficiently priced than small firms because more analysts tend to follow large-capitalization stocks. Thus, smaller firms should be able to buy at a bigger discount than larger firms. We also expect that repurchase programs with more buying intensity should tend to pay a higher price premium. This positive relationship stems from two sources: 1) the total price impact rises with trade size in the presence of an upward-sloping supply curve; and 2) programs with greater buying intensity involve more frequent repurchases and each repurchase trade generates an excess price impact.19 The discount paid by firms should be related to the discount paid by other insiders, since repurchasing and insider buying are expected to be substitutes. Firms should buy at a large discount when other insiders do. We investigate these relationships with the following crosssectional regression: 18 Trades were not included in the bootstrap analysis if there were fewer than 10 eligible matching trades. 19 These arguments assume that the average price paid by other investors is held constant. However, if the firm’s purchasing raises the price paid by other investors in subsequent transactions, the premium may not increase with greater buying intensity. Clearly, this is not the case as the premium does increase with greater buying intensity. 19 prem i = a 0 + a 1 # repurch i + a 2 ln MVi + a 3Other Insideri + e i # traded i (1) where = logarithm of ratio of the average repurchase price over the average price premi paid in all other trades during buyback program # repurchi = total number of shares repurchased # tradedi = total number of shares traded during the year of buyback program Ln MVi = logarithm of market capitalization Other Insideri = logarithm of ratio of the weighted average price paid by insiders (other than the firm) over the weighted average price paid by outsiders. As shown in Table 6, the coefficient on firm size is significant and negative. This indicates that smaller firms have greater information asymmetry. The smallest decile of firms has an average repurchase price premium of –15.16% and the largest size decile has an average price premium of –1.16%. Table 6 also shows that buying intensity is positively related to the repurchase premium, which is consistent with the upward sloping supply curve. The lowest buying intensity decile of firms pays a premium of –15.67%, whereas firms in the highest decile pay a premium of 2.49%. Finally, the repurchase premium is also positively related to the premium paid by other insiders—firms buy at a low price when other insiders do. [Insert Table 6 About Here] The last result suggests that firms and insiders share a common information advantage over other traders. This information advantage may be reduced by the first public disclosure of their trades, resulting in: 1) fewer opportunities to buy at a discount; and 2) smaller discounts when those opportunities arise. Thus, we might expect to see relatively less repurchasing following public disclosure and smaller discounts (bigger premiums). To investigate this issue, we measure the timing and concentration of repurchases during the year of the program. A typically active repurchasing firm makes its first trade 21 (median) 20 days after announcing its repurchase program.20 The active trading period lasts 235 days. Over that period, the typical firm spreads its trading out over 22 different trading days. On average, a trade is revealed in the TSE Daily Record with a 34 day lag and in the OSC Bulletin with a 43 day lag. The first disclosure of the first trade typically occurs 29 days after the trade. This 29 day period is the firm’s opportunity to trade anonymously and we call it the running period. The running period constitutes 14% of firms’ active trading period, and during that period firms execute 19% of their trades. The median number of shares purchased per day is 1,656 during the running period, which is 182 shares per day larger than the median during the remaining active period of the repurchase (the difference is significant at the 1% level). Thus, there is a tendency for firms to front-load their purchasing. However, we test but do not find that the average (or median) premium decreases after the running period. Thus, firms still find opportunities to purchase at below-average prices after the running period, but they find fewer such opportunities. E. Are Repurchases a Substitute for Insider Buying? If repurchases are a substitute for insider buying, then both firms and other insiders should buy at a discount and the discounts should be positively correlated. The correlation is indeed positive as revealed by the positive coefficient on the Other Insider variable as discussed in the previous section. Panel B of Table 5 reports three estimates of the premium paid by insiders on their purchases. The three estimates use the same methods as used to compute the premium paid by firms. When compared against the average prices paid in all other trades (row one in Panel B), insiders buy at a price discount similar to the firms’. The estimates of the mean (median) premium range from –4.57% (–2.51%) to –6.01% (4.01%) which is in the same range as the estimates for the premium paid by firms. (All values are significant at the 1% level.) If repurchases are a substitute for insider buying, then we should not observe that insiders sell while firms purchase. During repurchase programs insiders acquire 141 million 20 The descriptive statistics reported in this paragraph refer only to firms where the first trade is publicly disclosed before the last trade in a program is executed. 608 firms qualify as being typically active. The median excluded firm traded only on one day. 21 shares through market purchases and exercise of options and sell 158 million shares. We analyze whether insiders sell on the same days as their firm buys, and find that this occurs only 10% of the time. Finally, we study the pattern of insider selling during the 12 months of the repurchase and find that 61% of insider sales occur in the last four months of the year, whereas firms only execute 19% of their buybacks over the same period. Thus, insider sales do not coincide with repurchasing. F. A Test of the Signaling Hypothesis We test the signaling hypothesis by analyzing whether there is an abnormal return following program announcements and following announcements of actual shares repurchased. In particular, we conduct a pooled cross-section time series analysis of daily abnormal returns during share repurchase programs. To isolate the effect of announcements, we control for the impact of the repurchase trades (as opposed to their announcement) as well as all public news releases by firms. In particular, we include good and bad news dummies on each day when a firm makes a press release. We gather 23,121 press releases for repurchasing firms during the period from July 1995 to December 2000 from CANSTOCK, an electronic database of all public newswire releases. CANSTOCK data are only available over that time period. The sample of daily returns includes 99,299 observations covering 578 repurchase programs by 248 different firms. Abnormal returns are regressed against a set of dummy variables that are designed to measure abnormal returns following key days during the repurchase year: R i = X iβ + ε i (2) Where Ri is a vector of t daily abnormal stock returns for each repurchase program i.21 The matrix, Xi, contains observations for explanatory variables for each day t for each repurchase program i. The explanatory variables are as follows: 21 Expected returns are calculated from CAPM. Betas are estimated over the two years ending one year prior to announcement. The daily call loan rate proxies for the risk free rate and we use the TSX 300 index as the market proxy. 22 Ann PreTrd Trd PostTrd TSX OSC Good Bad = 1 if (Announcement Day) ≤ t ≤ (Announcement Day + 2) = 1 if (Trade Day – 5) ≤ t < (Trade Day) = 1 if t = Trade Day = 1 if (Trade Day) < t ≤ (Trade Day+5) = 1 if (TSX Record Publication Day) < t ≤ (TSX Record Publication Day+5) 22 = 1 if (OSC Bulletin Publication Day) < t ≤ (OSC Bulletin Publication Day+5) = 1 if (Good News Day) ≤ t ≤ (Good News Day + 1) = 1 if (Bad News Day) ≤ t ≤ (Bad News Day + 1) The Announcement Day is the day that the firm publicly announces the repurchase program. The Trade Day is the day of the share repurchase as recorded in the OSC Bulletin. The TSX Record (OSC Bulletin) Publication Day is the day of the TSX (OSC) publication which reports repurchase activity. The Good News (Bad News) Day is a day when there is a good (bad) news press release. Good news press releases include the following: i) an earnings or dividend increase; ii) a positive earnings revision; iii) a large contract win or order; or iv) a takeover offer. Bad news press releases include the following: i) an earnings or dividend decrease; ii) an earnings warning; or iii) a large loss of business.23 The results of the pooled regression are shown in Table 7. The regression controls for differences across firms using the fixed-effects method. The coefficient on the Ann dummy is positive and significant, indicating a positive abnormal return following program announcements. This is consistent with the results of Ikenberry, Lakonishok and Vermaelen (2000) who find a significant abnormal return with monthly data. While there is a significant market reaction to the program announcement, there is no evidence of a significant reaction to the publication of firms’ actual purchases. Neither of the coefficients on the TSX and OSC dummy variables are significant. The market does not learn information from the announcements of actual trades, which may be due to the fact that the announcements occur quite a long time after the actual trades. We reject the hypothesis that the long-run abnormal return in the year 22 We use a five day window because the Daily Record and OSC Bulletin were mailed to many market participants; thus the reaction to the publication of the information is expected to occur over an extended period. 23 We also try broader and narrower definitions of good and bad news but the results are the same as those reported. 23 following a repurchase announcement is due to the market’s reaction to the completion of the repurchase signal. [Insert Table 7 About Here] The pooled regression provides additional evidence of firms’ strategic trade timing ability. The coefficient on the PreTrd variable is negative indicating abnormal declines in the stock price prior to repurchase trades, and the coefficient on the PostTrd variable is positive and significant indicating abnormal gains after the trade. Firms are able to time their trades to take advantage of short-run dips in the stock price. The pooled regression also shows a significant abnormal decline on the trade day itself. While we might have expected a positive abnormal return on the repurchase day to reflect price impact of firms’ purchases, we must be cognizant of the fact that most repurchase trades are seller initiated, which puts downward pressure on the price. The impact of the repurchase is to lessen the decline but not completely reverse it. Finally, the good news variable is positive and significant, and the bad news variable is negative but not significant. IV. Conclusions In this paper, we use a new database which provides price and quantity information about repurchase trades. Firms repurchase shares in different amounts on different dates and so the appropriate return measure to evaluate performance is the internal rate of return. The detailed transaction data allow us to do this. Using data for 802 repurchase programs over the period 1987 to 2000, we estimate a median abnormal rate of return of 3.52%, which is clear evidence that repurchases transfer wealth from tendering (e.g., selling) to non-tendering shareholders. We examine whether the abnormal returns can be explained by the inelasticity effect, information asymmetry or signaling hypotheses. Our analysis shows that abnormal returns can be attributed to inelasticity effect and information asymmetry but not to signaling. Open market repurchases permanently remove supply from the market. If the supply curve is upward sloping, then removing supply increases the equilibrium price of the stock. This, in turn, leads to abnormal stock returns. In support of this argument, we find that the permanent price impacts of 29,718 repurchase trades are significantly higher than those of a matched 24 sample of ordinary trades. As further evidence, we find no significant excess price impacts to purchases by other insiders. We also attribute abnormal returns to firms’ use of insider information when timing their repurchase trades. On average, they buy shares at an average discount of 6.53% to the price paid by other buyers of the stock during the year of the repurchase program. We find that insiders buy at similar discounts to firms and generally do not sell while firms are repurchasing shares. We conclude that repurchases are substitutes for insider buying. We attribute the source of the discount to the fact that firms buy on short-term dips in the stock price. We find no significant abnormal returns (net of price impact) to a strategy of replicating firms’ trades subsequent to their public disclosure. Thus, we conclude that the market is semi-strong efficient, and that firms’ abnormal performance is based on insider knowledge of periodic undervaluation. We find no evidence that abnormal returns result from signaling effects. In particular, stocks show no significant response to publication of repurchase trades. We attribute the lack of response to the long delay in public disclosure. We find that firms time their trades to take advantage of short periods of undervaluation, and so the public disclosure of those trades 4-6 weeks later provides no useful information to outside investors. If the goal of public disclosure is to reduce information asymmetry, then repurchase trades should be disclosed on a much more timely basis to alert outside investors to the undervaluation. 25 Appendix I In some of the analysis we need to identify which individual trades in the TSX Trade and Quotes database correspond to repurchases reported in the OSC database. The OSC records have two important features that make matching them with individual trades difficult. First, the OSC records do not report the exact time of repurchase trades, which is problematic if there are several trades of equivalent price and quantity on the same day. Second, the OSC sometimes reports aggregated repurchase trades. For example, if Canadian National Railways bought 100 of its shares at $39 in the morning and 100 shares at $37 in the afternoon, the OSC record might show the firm buying 200 shares at $38. This complication means we have to consider all possible combinations of trades on the Trade and Quote database that can comprise an OSC record. We wrote a computer program to determine all possible combinations of individual trades that can comprise an OSC record. The program selects only cases in which there is a unique match between an OSC record and a set of TSX trades. A unique match is the only combination of trades that match the OSC record on either the OSC trade date or the four previous trading days. We check the four previous trading days because some firms record the settlement date rather than the actual trade date. Our search for unique matches is more extensive than that found in Cook, Krigman and Leach (2000). Unlike Cook et al (2000), we do not limit the search to combinations of 30 or fewer trades. We also do not stop searching for possible combinations if we find only one combination using a particular number of trades. Of the 42,002 records in the OSC database, this program finds that 19,280 of these can be uniquely matched with 62,658 TSX trades. 26 References Amihud, Y, and H. Mendleson, 1986, Asset Pricing and the Bid-Ask Spread, Journal of Financial Economics 17, 223-249. Bagwell, L.S., 1991, Share Repurchase and Takeover Deterrence, Rand Journal of Economics 22, 72-88. Bagwell, L.S., 1992, Dutch Auction Repurchases: An Analysis of Shareholder Heterogeneity, Journal of Finance 47, 71-105. Barclay, M.J. and C.W. Smith, 1988, Corporate Payout Policy: Cash Dividends versus Open Market Repurchases, Journal of Financial Economics 22, 61-82. Biais, B., P. Hillion and C. Spatt, 1995, An Empirical Analysis of the Limit Order Book and the Order Flow in the Paris Bourse, Journal of Finance 50,1655-1689. Breen, W.J., L.S. Hodrick and R.A. Korajczyk, 2002, Predicting Equity Liquidity, Management Science 48, 470-483. Brockman, P. and D.Y. Chung, 2001, Managerial Timing and Corporate Liquidity: Evidence from Actual Share Repurchases, Journal of Financial Economics 61, 417-448. Cook, D.O., L. Krigman, and J. C. Leach, 2000, On the Timing and Execution of Open Market Repurchases, University of Arizona Working Paper. Dimson, E., 1979, Risk Measurement When Shares are Subject to Infrequent Trading, Journal of Financial Economics 7, 197-226. Finnerty, J.E., 1976, Insiders and Market Efficiency, Journal of Finance 31, 1141-1148. Goldstein, M. A. and K. A. Kavajecz, 2000, Eights, Sixteenths, And Market Depth: Changes in Tick Size And Liquidity Provision On The NYSE, Journal of Financial Economics 56(1), 125-149. Harris, L., 2003, Trading & Exchanges, Oxford University Press, New York, NY. Hodrick, L.S., 1999, Does Stock Price Elasticity Affect Corporate Financial Decisions?, Journal of Financial Economics 52, 225-256. Ikenberry, D. and T. Vermaelen, 1996, The Option to Repurchase Stock, Financial Management 25, 9-24. 27 Ikenberry, D., J. Lakonishok and T. Vermaelen, 2000, Stock Repurchases in Canada: Performance and Strategic Trading, Journal of Finance 55, 2373-2397. Ikenberry, D., J. Lakonishok and T. Vermaelen, 1995, Market Underreaction to Open Market Share Repurchases, Journal of Financial Economics 39, 181-208. Jaffe, J.F., 1974, Special Information and Insider Trading, Journal of Business 14, 79-111. Koski, J.L. and R. Michaely, 2000, Prices, Liquidity, and the Information Content of Trades, Review of Financial Studies 13, 659-696. Lakonishok, J. and I. Lee, 2001, Are Insider Trades Informative? Review of Financial Studies 14, 79-111. Lee, C. and M. Ready, 1991, Inferring Trade Direction from Intra-Day Data. Journal of Finance 46, 733-746. McNally, W.J., 1999, Open Market Stock Repurchase Signaling, Financial Management 28, 5567. Rozeff, M.S. and M.A. Zaman, 1988, Market Efficiency and Insider Trading: New Evidence, Journal of Business 61, 25-44. Seyhun, N., 1986, Insiders’ Profits, Costs of Trading, and Market Efficiency, Journal of Financial Economics 16, 189-212. Stephens, C.P. and M.S. Weisbach, 1998, Actual Share Reacquisitions in Open-Market Repurchase Programs, Journal of Finance 53, 313-333. Vermaelen, T., 1981, Common Stock Repurchases and Market Signaling: an Empirical Study, Journal of Financial Economics 9, 139-183. Zellner, A., 1984, Basic Issues in Econometrics, The University of Chicago Press, Chicago, IL. 28 Table 1 Summary of Repurchase Activity 1987 to 2000 This table shows the summary statistics for share repurchase programs of firms listed on the TSX. The year of repurchase program is the year in which the program was announced. The figures in the last three columns are averages across repurchase programs initiated during the year. For programs announced after January 1, 2000, our database includes only repurchases until December 31, 2000. Number of Share Year of Repurchase Repurchase Programs Program 1987 20 1988 21 1989 18 1990 15 1991 28 1992 33 1993 31 1994 44 1995 70 1996 65 1997 85 1998 118 1999 134 2000 120 Total/Avg 802 Shares Shares Aggregate Aggregate Repurchased Repurchased Shares Number of Value of as a % as a % Repurchased Shares Shares of Shares of Shares as a % Repurchased Repurchased Traded Outstanding of Target (in $ millions) (in millions) $20.55 2.48 31.92 1.16 5.07 44.89 4.28 32.61 2.09 13.48 89.58 6.06 48.49 2.36 12.74 11.03 1.67 23.54 1.21 10.68 341.55 11.83 28.71 1.23 9.87 88.72 7.43 21.07 1.04 7.40 160.66 11.62 33.17 1.62 10.15 152.73 17.63 40.70 2.08 13.43 927.56 41.40 46.71 2.30 13.98 1,096.55 59.16 40.78 1.99 11.38 1,243.10 81.74 41.04 2.01 8.38 2,540.86 122.85 44.03 2.18 11.45 4,444.28 191.14 46.20 2.49 12.35 3,517.45 146.95 29.93 1.96 18.33 $14,679.49 706.26 38.97 2.02 12.25 29 Table 2 Abnormal Long-Run Rates of Return of Repurchase Programs This table shows the summary statistics for the Internal Rate of Return (IRR) and the abnormal rate of return calculated for each of the repurchase programs and for a strategy of replicating the firms’ repurchases. The IRR is the return on the portfolio of repurchased shares (or replicated repurchases) to two terminal dates: the expiry date of the program, and one year later. The abnormal rate of return is computed as the excess over the predicted return based on the CAPM using a Dimson (1979) beta. The market return is the IRR of a portfolio matching the size and timing of the firm’s repurchases (or replicating purchases) but invested in the market index. The p-values are from Wilcoxon signed rank test. To Expiry Date Nobs To 1 Year After Expiry Date Median p-value Nobs Median p-value PANEL A: Repurchase Trades Internal Rate of Return 706 12.57% <0.0001 517 9.69% <0.0001 Abnormal Return 704 3.52% 0.0002 516 0.06% 0.9457 PANEL B: Replication of Firms’ Repurchase Trades with No Price Impact Internal Rate of Return 507 9.78% <0.0001 312 9.39% <0.0001 Abnormal Return 504 2.48% 0.0046 309 -2.96% 0.4114 PANEL C: Replication of Firms’ Repurchase Trades with Price Impact Internal Rate of Return 507 1.95% 0.0004 312 7.03% 0.0016 Abnormal Return 504 -6.36% 0.9606 309 -5.50% 0.0522 30 Table 3 Excess Permanent Price Impacts During Repurchase Programs Panel A compares the permanent price impact of repurchases versus a matched sample of purchases in which firms are not the buyer. For each repurchase, we identify an ordinary trade of the same stock that has the same characteristics (e.g., trade initiator, size and within +/- 5 days). Panel B compares the permanent price impact of other insider purchases with those of outside investors. Matching is done in a way similar to that for repurchase trades. The statistics shown in the second through fourth columns are means. One asterisk indicates that the odds against the null hypothesis of the mean equaling zero are greater than 20:1, using the posterior odds ratio. For a sample size of 29,718, the t-critical value is 4.09 and for the sample size 4,037 the t-critical value is 3.84. Excess of Target T-Statistic of Matched Time Following Over Matched Target Trade Excess Ordinary Trade the Repurchase Trade PANEL A: Repurchase Trades (N=29,718) 15 seconds -0.102* -0.162* 0.060* 6.50 1 minute -0.096* -0.155* 0.059* 6.43 30 minutes -0.048* -0.131* 0.083* 7.59 To End of Day 0.056* -0.080* 0.136* 8.89 PANEL B: Other Insider Purchases (N=4,037) 15 seconds 0.087 0.000 0.087 2.38 1 minute 0.080 -0.029 0.108 2.98 30 minutes 0.089 0.002 0.087 1.95 To End of Day 0.329* 0.247* 0.082 1.37 31 Table 4 Determinants of Excess Price Impacts of Individual Share Repurchases This table shows the cross-sectional regression on excess permanent price impact of repurchase trades. MV is the log of the market capitalization of the firm. Trade Size is the repurchase trade volume divided by daily average trading volume over previous 3 months. Buyer*Trade Size is an interaction term. Buyer=1 if the trade is buyer-initiated. One asterisk indicates that the odds against the null hypothesis of the mean equaling zero are greater than 20:1, using the posterior odds ratio. For a sample size of 29,448, the t-critical value is 4.09. All coefficients are multiplied by 105. Standard errors are heteroscedasticity consistent. (T-values in parentheses.) Predicted Sign Intercept Time Following the Repurchase Trade 15 seconds 1 minute 30 minutes To End of Day 78.50 (6.64)* 76.10 (6.39)* 74.40 (5.95)* 88.10 (5.46)* Ln MV − -3.59 (-6.73)* -3.50 (-6.50)* -3.31 (-5.82)* -3.85 (-5.25)* Trade Size + 0.43 (0.73) -0.07 (-0.11) -0.83 (-1.10) -4.10 (-3.57) Buyer*Trade Size − -4.39 (-5.45)* -4.08 (-4.80)* -3.08 (-2.77) -0.98 (-0.63) 29,448 29,448 29,448 29,448 0.30 0.29 0.18 0.16 Sample Size Adjusted R-squared (%) 32 Table 5 Premium Paid (Discount) in Repurchase Programs Panel A of this table reports various comparisons of the prices paid by firms in repurchase programs versus the prices paid by other investors. The first row of Panel A shows the ratio of the volume-weighted price paid by the company over the volume-weighted price paid by all other investors in the 12-month repurchase program period. The second row of Panel A shows the ratio based on the bootstrapped sampling technique of Brockman and Chung (2001). The third row of Panel A shows the ratio based on a bootstrapped sampling technique but using a set of individual trades matched by market liquidity, trade size, trade initiator and time of day. Panels B shows comparable ratios for other insider purchases. One asterisk indicates statistical significance at the 5% level. Average (%) Median (%) No. of repurchase programs Log of ratio of repurchase price to TSX average -6.53* -4.31* 802 Brockman and Chung (2001) replication -7.13* -6.02* 639 Trade-by-trade bootstrapped premium -4.53* -2.93* 389 Log of ratio of purchase price to TSX average -5.53* -3.40* 1,129 Brockman and Chung (2001) replication -4.67* -2.51* 1,027 Trade-by-trade bootstrapped premium -6.01* -4.01* 317 PANEL A: Repurchases PANEL B: Other Insider Purchases 33 Table 6 Determinants of Price Premium (Discount) of Repurchase Programs This table shows the results of a regression explaining variation in the average price paid in repurchase programs. Premi equals the logarithm of the ratio of the average repurchase price over the average price paid in all other trades (expressed in %) during buyback program i. # repurchi is the total number of shares repurchased during buyback program i. # tradedi equals the total number of shares traded during the year. MVi is the market capitalization of firm at end of month just preceding repurchase program i, and OtherInsideri is the natural logarithm of the ratio of the weighted average price paid by insiders (other than the firm) over the weighted average price paid by outside investors during repurchase program i. Standard errors are heteroscedasticity consistent. One asterisk indicates significance at the 5% level. prem i = a 0 + a 1 # repurch i + a 2 ln MVi + a 3Other Insideri + e i # traded i Coefficient T-Statistic -33.38 -5.18* #repurchi / # tradedi 0.27 4.42* ln MVi 1.73 4.15* Other Insideri 0.20 2.12* Sample Size 798 Intercept Adjusted R-squared 8.80% 34 Table 7 Pooled Cross-section Time Series Analysis of Daily Abnormal Returns in Repurchase Programs This regression includes all repurchase programs of firms listed on the TSX from 1996 to 2000. Daily abnormal returns are based on the CAPM. No intercept is reported because the estimation is performed with a fixed-effects model to control for firm specific factors. Ann PreTrd Trd PostTrd TSX OSC Good Bad = 1 if (Announcement Day) ≤ t ≤ (Announcement Day + 2) = 1 if (Trade Day – 5) ≤ t < (Trade Day) = 1 if t = Trade Day = 1 if (Trade Day) < t ≤ (Trade Day+5) = 1 if (TSX Record Publication Day) < t ≤ (TSX Record Publication Day+5) = 1 if (OSC Bulletin Publication Day) < t ≤ (OSC Bulletin Publication Day+5) = 1 if (Good News Day) ≤ t ≤ (Good News Day + 1) = 1 if (Bad News Day) ≤ t ≤ (Bad News Day + 1) Coefficents are multiplied by 104. One asterisk indicates that the odds against the null hypothesis of the mean equaling zero are greater than 20:1, using the posterior odds ratio. Coefficient Value T-Statistic Ann 66.66 5.33* TSX 3.65 0.63 OSC 0.12 0.02 PreTrd -20.50 -5.42* Trd -49.80 -11.08* PostTrd 38.17 10.01* Good 71.74 8.37* Bad -34.20 -1.79 Adjusted R-squared 0.32% Number of Observations 99,298 35