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Why do firms repurchase shares: free cash flow or information signaling? Susanne Espenlaub, Stephen Lin, Norman Strong, Chuan-San Wang* __________________________________ *Susanne Espenlaub and Stephen Lin are Senior Lecturers in Accounting and Finance, Norman Strong is a Professor of Accounting and Finance, Chuan-San Wang is a PhD candidate, all in the Manchester Accounting and Finance Group, Manchester Business School, The University of Manchester. Address for correspondence: Professor Norman Strong, Manchester Accounting and Finance Group, Manchester Business School, The University of Manchester, Booth Street West, Manchester M15 6PB, UK. Email: [email protected]. Acknowledgement: We have benefited from the comments of Ian Garrett, Alex Taylor, Stuart Hyde, Stephen Young and seminar participants at the University of Manchester. Any remaining errors are our own. 1 Why do firms repurchase shares: free cash flow or information signaling? Abstract We test the free cash flow and information signaling explanations of share repurchases by examining the operating performance, capital expenditures, cash reserves, and equity risk of firms before and after actual share repurchases. Our evidence suggests that operating performance does not improve after actual share repurchases, and there is no relation between post-event changes in operating performance and the size of share repurchases. We find that investment opportunities and cash reserves decrease from pre- to post-repurchase periods, and that firms repurchase shares to re-balance risk. Overall, our evidence favours the free cash flow hypothesis over the information-signaling hypothesis. Key Words: share repurchases, agency costs, information asymmetry. JEL classification: D82, G35 2 Why do firms repurchase shares: free cash flow or information signaling? We examine UK repurchase execution announcements, which are compulsory and timely disclosures of actual ordinary share repurchases on the London Stock Exchange (LSE). More specifically, we compare the operating performance, capital expenditures, cash reserves, and equity risk of firms before and after actual share repurchases to try to distinguish between the information-signaling and free cash flow hypotheses. The former hypothesis argues that deliberate cash payouts signal superior future performance; the latter states that distributing excess cash curtails value-destroying investment. Numerous studies have tested the information-signaling and free cash flow hypotheses to explain the positive market reaction to share repurchases. Most studies on tender-offer repurchases, where a firm specifies a price (range) to repurchase a fixed number of shares during a certain period, favor the information-signaling hypothesis (e.g. Vermaelen 1981, Dann 1981, Howe et al. 1992, Perfect et al. 1995). Only Nohel and Tarhan (1998) find evidence supporting the free cash flow hypothesis. In contrast to prevailing support for the information-signaling hypothesis in studies of tender-offer repurchases, there is little consensus on the information content of open-market share repurchases, which involve flexible repurchase volumes and timing. Bartov (1991), Comment and Jarrell (1991), and Lie (2005) examine announcements of US open-market repurchase intentions and favour the information-signaling hypothesis; investigating the same events, Jagannathan and Stephens (2003) and Grullon and Michaely (2004) support the free cash flow hypothesis. These studies agree that share repurchases convey favourable information to the market but disagree about what causes the observed value changes. The non-committal nature of repurchase intention announcements adds to the difficulty of attributing the information content of open-market share repurchases. Unlike a tender offer repurchase announcement, an open-market repurchase intention announcement 3 does not commit the firm to repurchase shares. Therefore, a repurchase intention announcement is a misleading indicator of whether a firm actually repurchases shares. A sample of firms announcing repurchase intentions may include firms that subsequently do not buy back shares. Moreover, given that repurchase intention announcements cannot lead to a precise measure of actual cash payouts (Jagannathan et al. 2000, Stephens and Weisbach 1998), evidence showing a statistical relation between post-repurchase operating performance and the size of repurchase intentions can be invalid. To mitigate data biases in repurchase intention announcements, Lie (2005) examines the operating performance of US firms with and without actual repurchases in the quarter of the repurchase intention announcement. In contrast to Jagannathan and Stephens (2003) and Grullon and Michaely (2004), who find no improvement in profitability after US repurchase intention announcements, Lie concludes that post-event operating performance improves only for firms with actual share repurchases. Lie’s results highlight the importance of actual cash payout data in repurchase studies. While it is difficult for studies of US repurchases to acquire accurate execution data, UK repurchase disclosure regulations mean that actual cash payout data are available for UK companies via repurchase execution announcements. We examine a sample of 5,159 repurchase execution announcements by 301 UK firms over 569 firm–years during September 1997 to July 2003. To facilitate comparison with past studies, we follow the approach of Grullon and Michaely (2004) in analysing unexpected changes in operating performance, capital expenditures, cash reserves, and equity risk after repurchase executions. Overall, our results support the free cash flow hypothesis in two respects. First, the profitability of repurchasing firms does not improve after actual share repurchases. Instead, capital expenditures and cash reserves decrease. Second, we find no relation between repurchase size and post-event operating performance. Both results suggest that repurchase 4 execution announcements do not contain privately held information about firms’ superior future performance. Our paper extends past studies in several respects. First, it is the first study testing the free-cash flow and information-signaling hypotheses using UK data on share repurchases. The UK has one of the largest stock markets in the world and between 1980 and 1998, UK firms made approximately 60% of all share repurchase disclosures in Europe (Rau and Vermaelen 2002). 1 Second, by examining UK data, we provide out-of-sample evidence complementing studies using US data. Third, events in our study are announcements of repurchase executions, not of repurchase intentions. For an individual firm, the former events can repeat over time at irregular intervals, whereas the latter events are relatively isolated. Because of this difference, we use accounting periods to separate repurchase execution announcements and partition our sample into firms with announcements in single and multiple firm–years. This partition allows us to explore differences between single and multiple repurchasers, effectively distinguishing firms making small and large payouts—and mitigates potential problems of defining a base year and associating subsequent performance changes with a specific repurchasing year. Finally, UK repurchase execution announcement data include repurchase prices and volumes, eliminating uncertainty in estimating cash payouts via share repurchases and facilitating tests of the information-signaling prediction of a positive relation between post-event operating performance and the percentage of outstanding shares repurchased. 1. Repurchase regulation, past research and testable implications 1.1. Repurchase regulation 1 The figure of 60% is probably an underestimate as Oswald and Young (2004a) report that the SDC database, which Rau and Vermaelen use, underestimates UK repurchase intention announcements by over 100 percent and underestimates the value of UK share repurchases by almost 400 percent. 5 UK repurchase regulations are stricter than US counterparts in three dimensions: repurchase legislation, the authority required for repurchase, and the disclosure of repurchase activity. It was not until 1981 that the Companies Act made share repurchases legal in the UK. Moreover, before 1 December 2003 firms had to cancel repurchased shares and could not hold them as treasury stock for re-sale. Due to this restriction, Oswald and Young (2004b) suggest that before 1 December 2003, UK share repurchases are likely to be independent of employee share option schemes because a firm could not transfer its repurchased shares to such schemes. 2 In contrast, US firms have always been able to repurchase shares and to retain them for re-issue. Consequently, US firms are more likely to repurchase shares for motives such as funding employee share option programs or offsetting stock option dilution (Kahle 2002, Bens et al. 2002, Bens et al. 2003, Hribar et al. 2004). Before executing a repurchase transaction, a UK firm must have articles of association permitting repurchases and a special resolution conferring repurchase authority. A special resolution requires a firm to send a meeting notice to shareholders and to obtain a 75% majority of shares voting at the meeting. In contrast, a US firm’s board of directors can authorize repurchases. The difference in repurchase authority between the UK and the US suggests that a UK repurchase intention announcement is not a well-defined event, as the public announcement may refer to one of three stages: (i) the board’s intention to seek shareholder approval; (ii) a repurchase resolution passed by shareholders at a general meeting; or (iii) a firm’s formal declaration of its repurchase intention passed by a general meeting. After completing a repurchase transaction, the LSE Listing Rules require a firm to notify the Company Announcement Office (CAO) of the repurchase execution no later than 2 Before 1 December 2003, UK firms had to establish an employee benefit trust (EBT) to acquire its own shares to provide employees with benefits including share options. Shares acquired by an EBT do not meet the legal definition of a repurchase. In a trust relation, the trustee is the nominal owner of trust property, and any contractual relationship over the trust property is between the trustee and the third party. Thus, shares acquired by an EBT are not shares repurchased by a firm establishing the EBT. 6 7.30 a.m. on the next business day following the repurchase transaction.3 This is one of the ‘continuing obligations’ originating from paragraph 15.9 of the LSE Listing Rules. The notification must include (1) the repurchase date, (2) the number of shares repurchased, and (3) the price paid, or the highest and lowest prices paid. After receiving the notification, the CAO disseminates it as an announcement via information provider services (PIP services) such as the Regulatory News Service (RNS). A real example of a repurchase execution announcement in the RNS is, Tomkins PLC Purchase of Own Securities. TOMKINS PLC 2nd September 1997 SHARE REPURCHASE Tomkins PLC announced that on 2 September 1997 it purchased for cancellation 500,000 of its ordinary shares at a price of 296.5p per ordinary share. Compared to repurchase intention announcements, repurchase execution announcements are superior data for testing the information content of share repurchases. This is because neither a UK nor a US firm announcing a repurchase intention has any obligation to repurchase shares. Stephens and Weisbach (1998), studying 450 US repurchase intention announcements between 1981 and 1990, find that ‘10 percent of [their sample] firms bought less than 5 percent of the number of shares announced, and a substantial number of firms reacquired no shares at all’ (p.314). Therefore, both UK and US repurchase intention announcements are imprecise measures of actual payouts and misleading indicators of whether firms actually repurchase shares. In addition to the non-committal nature of repurchase intention announcements, US repurchase regulations prevent accurate measurement of the actual number or value of shares repurchased. US firms do not have to reveal repurchase executions except via standard and 3 The CAO used to be the Regulatory News Service (RNS) owned and operated by the LSE. In 2001, the Financial Services Authority (FSA) moved to a competitive model for company announcements. The CAO now refers to primary information provider services (PIP services) approved by the FSA to distribute regulatory announcements. The RNS is one of the PIP services. 7 aggregate disclosures of cash spending on share repurchases in their financial statements, reported by Compustat as data item #115. This is the data source that Lie (2005) uses. However, Stephens and Weisbach (1998) and Jagannathan et al. (2000) point out that this cash spending overestimates open-market repurchases because the data include other capital transactions, such as conversions of other classes of stock into common stock, stock retirements and redemptions, privately negotiated repurchases, and self-tender offer repurchases. Given the difficulty in acquiring accurate repurchase data, US repurchase studies can only estimate actual shares repurchased within upper and lower bounds (Stephens and Weisbach 1998; Jagannathan et al. 2000). 4 Measurement errors in payout sizes may invalidate tests of the information-signaling and free cash flow hypotheses.5 1.2. Past research and testable implications Miller and Modigliani (1961) prove the irrelevance of cash payout to firm value under perfect market assumptions. Relaxing the perfect market assumptions to let managers be better informed, they suggest that payout policy can reveal unrecognised firm value. In the presence of information asymmetry between investors and managers, Easterbrook (1984) and Jensen (1986) argue that managers are imperfect agents of investors and cash payouts can mitigate agency conflicts. Consequently, it is possible to reconcile the positive association between cash payout announcements and abnormal returns found in numerous empirical studies by asymmetric information and agency costs of free cash flow. Vermaelen (1981) is the first study using information signaling to explain why tenderoffer repurchase announcements attract significant positive abnormal returns. Subsequent 4 Stephens and Weisbach (1998) report that US firms on average complete 74% to 82% of announced repurchases during 1981 to 1990; Jagannathan et al. (2000) find a ratio of 53% to 72% between 1985 and 1996. 5 Grullon and Michaely (2004) use the number of shares US firms announce they intend to repurchase to measure the dissipative cost of share repurchases. This variable induces measurement error as actual repurchases can differ substantially from announced intentions and repurchase executions can lag announced 8 studies, including Ofer and Thakor (1987) and Persons (1997), permit managers to choose between dividends and tender-offer repurchases as signaling tools, to explain stylised facts of tender-offer repurchases. Bagnoli et al. (1989) model a manager who obstructs a takeover by repurchasing shares to persuade shareholders not to tender shares to hostile bidders. Despite differences in design, the information-signaling models of tender-offer repurchases have the same underlying argument that wealth transfers from non-tendering shareholders to tendering shareholders if true stock prices are below repurchase prices. A firm without private information about superior prospects would not execute a tender-offer repurchase as tenderoffer repurchase prices are on average 22.5% higher than prevailing market prices (Masulis 1980, Dann 1981, Vermaelen 1981). The information-signaling hypothesis, therefore, has two testable implications. First, operating performance after repurchases exceeds market expectations because observable cash payout conveys information about unexpected future performance prospects to the market (Bhattacharya 1979, Miller and Rock 1985). Second, the unexpected improvement in operating performance is positively related to the size of share repurchases. Payout levels imply managerial confidence about operating prospects and a larger payout increases signaling costs, discouraging bad firms from making similar payouts. Bartov (1991), Jagannathan and Stephens (2003), Grullon and Michaely (2004), and Lie (2005) among others, test one or both of these implications using data on US open-market repurchase intention announcements. In addition, Lie (2005) suggests that (US) firms take advantage of inside information about future performance when executing repurchases. This means that post-event operating performance improves only for firms with actual share repurchases. Using US repurchase execution data from Compustat and quarterly accounting data, Lie shows that firms repurchasing more than 1% of the market value of equity in the quarter of the repurchase intention announcement have better operating performance than intentions by several weeks, months, or years (Cook et al. 2004, Stephens and Weisbach 1998, Jagannathan et al. 2000). 9 control firms. This performance improvement persists for at least two years after the repurchase intention announcement quarter. Although Lie (2005) finds that US repurchasing firms outperform their peers, his findings cannot exclude the free cash flow hypothesis for three reasons. First, as explained above, his repurchase data are likely to be inaccurate. Second, Lie finds that operating performance relative to the previous year’s level decreases significantly after repurchase intention announcements whether firms actually repurchase shares or not: repurchasing firms only outperform their industry-, performance-, and market-to-book-matched control firms. Finally, as Lie does not decompose the improvement in adjusted operating performance into its components, the source of the improvement is unclear. Nohel and Tarhan (1998) find that firms with limited investment opportunities improve their operating efficiency by redeploying assets and returning proceeds of asset sales via share repurchases. Performance improvement from asset re-deployment is more in the spirit of the free cash flow hypothesis than the information-signaling hypothesis (Nohel and Tarhan 1998, p189).6 Shrinking firm assets and distributing the proceeds to increase operating efficiency is consistent with the solutions suggested by numerous studies to overcome the over-investment problem caused by free cash flow. In general, if shareholders can restrict the assets under management control, it is harder for management to over-invest in negative net present value projects, to consume perquisites, or to be slothful (Grossman and Hart 1980, Easterbrook 1984, Jensen 1986, Stulz 1990). In particular, Jensen (1986) argues that share repurchases can take surplus cash from the firm, reducing potential over-investment and increasing firm value. This implies that firms repurchase shares to distribute free cash flow when they face 6 Nohel and Tarhan (1998) decompose cashflow return on assets into cashflow margin (cashflow divided by sales) and asset turnover (sales divided by the market value of assets). An increase in cashflow margin indicates better control over costs or more profitable products, supporting the information-signaling hypothesis. Higher asset turnover suggests efficient use of assets, favoring the free cash flow hypothesis. Nohel and Tarhan (1998) find that firms with limited growth opportunities improve their operating performance through increases in asset turnover associated with asset sales. 10 limited investment opportunities. Consequently, the free cash flow hypothesis predicts that capital expenditures and cash reserves are lower after repurchases. 2. Data and sample selection We collect data on repurchase executions announced by UK listed firms between September 1997 and July 2003 from the database Company REFS.7,8 Each announcement contains an announcement date, a repurchase price, and the number of shares repurchased. We verify more than 3% of the 9,020 repurchase execution announcements by checking with original announcements in the RNS of the LSE and Factiva and confirm that the data in Company REFS is an accurate abstract of the announcements. Our final sample comprises 5,159 repurchase execution announcements by 301 firms. Table 1 summarises our five sample selection criteria. First, we only examine announcements of ordinary share repurchase executions. Second, announcements must have complete information on announcement date, repurchase price, and the number of shares repurchased. Third, we exclude firms that lack Datastream codes, which are essential to retrieve necessary data. Fourth, following Oswald and Young (2004b) we exclude closed-end investment trusts. Finally, to reduce potential errors in identifying firms, we measure the ratio of repurchase price to unadjusted closing price on the announcement day and delete the top 0.5% and bottom 1%.9 In addition to the five sample selection criteria, we combine announcements released by the same firm on the same day (since some UK firms disclose more than one repurchase execution on the same day). 7 Company REFS, published by HS Financial Publishing Ltd (formerly Hemmington Scott LTD), covers all UK quoted companies. 8 To check that the abolition of Advanced Corporation Tax (ACT) in the UK in April 1999 drives our results, we repeat our subsequent analysis on the sub-sample of repurchase execution announcements made after the abolition of ACT. This analysis confirms the results we report in Tables 3–9 below. 9 Deleting the bottom 1% (0.5%) results in a ratio ranging between 0.8772 (0.5019) and 1.0871. 11 The 5,519 repurchase execution announcements cover 569 firm–years and 301 firms. This shows that some firms repurchase shares in more than one financial year and raises a potential problem of defining a base year and associating performance changes with a specific repurchase year. To mitigate this problem and to explore differences between firms that repurchase shares in one and multiple years, we define a single repurchaser as a firm with repurchase execution announcements in one accounting year and a multiple repurchaser as a firm with repurchase execution announcements in more than one accounting year during our sample period. 10 Previous research shows that firms consider accounting performance, particularly earnings per share, when making repurchase decisions (Kahle 2002, Bens et al. 2002, Bens et al. 2003, Hribar et al. 2004). Thus, we assume that a firm’s accounting period acts as a boundary separating its announcements. Table 2 reports descriptive statistics for 128 single repurchasers and 149 multiple repurchasers. 11 Panel A shows that 44 (34.38%) single repurchasers have repurchase execution announcements spread over a period longer than the minimum length (28 trading days) of multiple repurchasers’ time spans and 132 (88.59%) multiple repurchasers have announcement time spans greater than the maximum time span (179 trading days) of single repurchasers.12 This means that most single repurchasers have shorter announcement time spans than multiple repurchasers. Panel B shows that multiple and single repurchasers differ 10 Defining all firm–years with repurchase execution announcements as year 0, a test may inappropriately align a firm’s multiple repurchasing firm–years as base years. To mitigate the potential problem in defining base years, we perform additional tests using only the first firm–year with announcements over the sample period. These results confirm the results we report so we do not separately tabulate them. Grullon and Michaely (2004) perform their empirical analysis using a full sample and a sub-sample comprising only the first repurchase intention announcement of a firm during their sample period, and also report that results of the two samples are qualitatively the same. 11 For single repurchasers, we use Worldscope data item 04751 (purchase of common and preferred stock) to identify other repurchase activity during 1994 to 2004. As a result, we remove 24 firms (with 143 announcements) who are single repurchasers but have other repurchase activity indicated by this item. We do not treat the 24 firms as multiple repurchasers, because item 04751, similar to Compustat data item #115, includes various capital transactions such as repurchase of preferred stock and exchange of common stock for debentures. However, we do retain the 24 firms in our “All repurchasers” sample in subsequent tables. 12 The time span of a firm’s repurchase execution announcements is the number of trading days from the first to the last announcements of the firm over the sample period. 12 in their repurchase behavior: besides having longer time spans, multiple repurchasers acquire more shares with higher execution frequencies than single repurchasers. Panel C of Table 2 provides some evidence that multiple repurchasers have lower market-to-book ratios (MTB) and higher free cash flow.13,14 To the extent that MTB proxies for investment opportunities (Lang and Litzenberger 1989), multiple repurchasers have less investment opportunities than do single repurchasers. Together with a higher free cash flow, the evidence suggests that multiple repurchasers buy back shares to distribute excess cash. On the other hand, MTB can also proxy for information asymmetry (Barth and Kasznik 1999), in which case high MTB suggests that single repurchasers have more privately held information and are more likely to repurchase shares for signaling reasons. 3. Operating performance following repurchase executions In this section, we examine changes in operating performance due to repurchases following Grullon and Michaely (2004). We then test the information-signaling hypothesis, which predicts that cash payouts reveal privately held information about future performance. 3.1. Univariate statistics We use return on assets (ROA) as a primary measure of operating performance. 15 ROA is income scaled by the average of opening and closing book value of total assets, EBITDAt , ( ASSETt ASSETt 1 ) / 2 (1) 13 MTB is market value of equity divided by book value of equity at the year-end before the repurchase execution announcements year. 14 Following Lehn and Poulsen (1989), we measure free cash flow as after-tax cash flow not distributed to security holders as either interest or dividend. 15 To test the robustness of results using ROA, we use three other measures: return on cash-adjusted assets (ROCAA), return on sales (ROS), and cash-flow return on assets (CFROA). We do not present these robustness checks, but they are available on request, and we refer to the results below. 13 EBITDAt = annual income before interest, taxes, depreciation and amortization = pre-tax profit (Datastream item 154) + total interest charges (item 153) + depreciation (item 136) + amortization of intangibles (item 975), and ASSETt = book value of total assets (item 392).16 To detect whether repurchasing firms experience unexpected changes in operating performance, we use two benchmarks to measure the unexpected change in operating performance after share repurchases: the change in ROA and the difference in ROA between the repurchasing firm and a matched non-repurchasing firm. The second benchmark matches a repurchasing firm with a non-repurchasing firm in the same year based on combinations of the following four factors, stated in order of precedence, 1) Change in ROA in year 1 ( ROA1 ), where year 0 is the repurchase year, 2) Datastream’s level 4 industrial classification, 3) ROA in year 1 ( ROA1 ), and 4) Market-to-book ratio in year 1 ( MTB 1 ), which is market value of equity divided by book value of equity (Datastream item 305). The first factor recognises that earnings momentum may exist before and persist after share repurchases. Barber and Lyon (1996) suggest that test statistics using the change in a firm’s profitability relative to a control firm are consistently more powerful than test statistics using the level of a firm’s profitability relative to its control. The second and fourth factors are common in matching firms to measure unexpected changes in operating performance. The third factor recognises that earnings and profitability tend to mean revert. Based on these factors, we select control firms according to six progressively weaker criteria stated below, where percentages are deviations from the repurchasing firms’ values. Criteria 4 to 6 repeat criteria 1 to 3 but relax the restriction of the same industry code. 14 1) Change in ROA 20%, same industrial code, level of ROA 20%, MTB 20%. 2) Change in ROA 20%, same industrial code, level of ROA 20%. 3) Change in ROA 20%, same industrial code. 4) Change in ROA 20%, level of ROA 20%, MTB 20%. 5) Change in ROA 20%, level of ROA 20%. 6) Change in ROA 20%. Apart from the six criteria, the comparison group consists of UK firms, including live and dead firms after September 1997, included in the LSPD with no share repurchase activity during 1994–2004. We check for the absence of share repurchases between 1994 and 2004 using Worldscope data item 04751, in addition to our repurchase sampling criterion. The size of the control firm group is 2,055 firms. If a sample firm has more than one matching firm, we select a matching firm satisfying the criterion, mini | ROA1, sample firm ROA1, matching firm i | | ROA1, sample firm ROA1, matching firm i | (2) | MTB1, sample firm MTB1, matching firm i | . Lie (2001) shows that this performance-adjusted benchmark yields more powerful test statistics than other benchmarks. Table 3 reports changes in ROA and cumulative changes in ROA for repurchasing firms. Results on unadjusted changes in Panel A show that repurchasing firms have reduced profitability in the repurchasing year, and they experience a further decline in profitability in the year after: mean unadjusted change in ROA is 0.87% in year 0 and 1.28% in year 1. Panel B shows that over the full test period 2 to 3, the mean change in ROA for the sample of all repurchasers is 6.06%, significant at 1%. Mean cumulative unadjusted abnormal changes in ROA over the pre-repurchase (2 to 0) and post-repurchase (0 to 3) periods are 16 These and subsequent references to (Datastream) item numbers relate to pre-Worldscope data. 15 1.45% and 4.94%, both significant at 1%. A paired t-test shows that unadjusted cumulative abnormal change in ROA deteriorates from the pre- to the post-repurchase periods, with a difference of 4.88%, significant at 1%. This suggests that repurchase execution announcements do not foreshadow increases in ROA. These results extend to the single and multiple repurchaser sub-samples. In fact, 29 of the 30 mean and median changes in ROA in Panel A are negative, 19 significantly so, all mean and median cumulative changes in Panel B are significantly negative, and deterioration in ROA is generally significantly greater in the post- than in the pre-repurchase period. The only difference between single and multiple repurchasers is that, for each cumulative abnormal change, the former underperform the latter, particularly in the post-repurchase period—while multiple repurchasers have mean postrepurchase cumulative unadjusted change in ROA of 3.73%, single repurchasers have a corresponding figure of 12.37%. These results are generally consistent with Grullon and Michaely (2004) and Lie (2005). The right side of Table 3 reports performance-adjusted changes in ROA. Panel A provides some evidence that ROAs of repurchasing firms increase by more than those of their control firms in the repurchasing year 0. However, there is no evidence of repurchasing firms outperforming their peer firms in any of the three years following share repurchases, and no apparent difference between single and multiple repurchasers.17 Panel B shows that cumulative adjusted changes in ROA over the full test period 2 to 3 are insignificant.18 Separating pre- and post-repurchase periods, there is some evidence pre-repurchase of repurchasers’ ROAs falling by less than those of their matching firms, but not post-repurchase. This, again, suggests that share repurchases do not foreshadow better operating performance. 17 It seems that single repurchasers have better pre-repurchase operating performance and worse post-repurchase operating performance than multiple repurchasers. 18 The median cumulative adjusted change in ROA for single repurchasers is 9.269%, significant at 10%. 16 Three conclusions emerge from Table 3. First, repurchasing firms’ ROAs decline over time. Moreover, cumulative unadjusted abnormal changes in ROA deteriorate from the pre- to the post-repurchase periods. The difference in cumulative changes in ROA between the pre- and post-repurchase periods is significant at 1%. Second, despite declining ROAs, repurchasing firms generally maintain ROAs similar but not superior to their peer firms in the post-event period. Finally, there is evidence of repurchasing firms outperforming their peer firms in the repurchasing year. Cumulative changes in ROA between repurchasers and nonrepurchasers are significant in the pre-repurchase period but not over the whole or postrepurchase periods. Similar to Grullon and Michaely (2004), we conclude that UK repurchase execution announcements may contain information about current changes in ROA but not about future changes.19 3.2. Regression analysis In this subsection we test the implication of the information-signaling hypothesis that a larger percentage of shares repurchased indicates better future performance. Assuming shares repurchased scaled by outstanding shares proxies for dissipative costs, we test this implication using the following cross-sectional regression, POSTROAi 0 1 AG _ REPi 2 PREROAi i , (3) where POSTROAi is the median over the post-repurchase period (years 1 to 3) of differences in (changes or levels of) ROA between repurchasing and control firms, PREROAi is the corresponding median over the pre-repurchase period covering years 2 through 0, 20 and AG _ REPi is the aggregate ratio of shares repurchased in each announcement to outstanding shares one day before over a financial year. 19 We conduct robustness checks for the results in Table 3 by replacing ROA with ROCAA, ROS, and CFROA, and find the results lead to similar conclusions. 17 Depending on model specification, POSTROAi and PREROAi in equation (3) relate to changes or levels of ROA. As Healy et al. (1992) suggest, pre- and post-repurchase operating performances may be correlated. Prior evidence also indicates that profitability is mean reverting (e.g. Brooks and Buckmaster 1976, Fama and French 2000). Therefore, with equation (3) specified in terms of levels, 2 captures the correlation between pre- and postrepurchasing years, while with equation (3) specified in terms of changes, 2 measures the magnitude of mean reversion in ROA. Controlling for correlation or mean reversion, the test centres on 0 and 1 . A positive 0 is consistent with both the free cash flow and information-signaling hypotheses.21 1 in equation (3) measures the association between post-repurchase ROA and the magnitude of dissipative costs (the aggregate percentage of outstanding shares repurchased by a firm over a financial year). A positive 1 supports the information-signaling hypothesis. Equation (3), which excludes dividends, may be sufficient to capture the signaling effect of share repurchases, as Lintner (1956) suggests that dividends tend to be smooth over time. Similarly, Fama and French (2001) and DeAngelo et al. (2004) find that dividend payers use share repurchases to increase the overall fraction of distributed earnings. However, if share repurchases substitute for dividends, as argued by Grullon and Michaely (2002), a model including dividends better captures the marginal signaling effect of share repurchases. Therefore, we provide robustness checks of equation (3) by estimating the following two cross-sectional regressions, POSTROAi 0 1 V_REPi 2 DIVi 3 PREROAi i , (4) 20 We test the robustness of our results by excluding year 0 from the repurchase period. This robustness check confirms the results we report below. 21 In the free cash flow hypothesis, post-repurchase operating performance increases if share repurchases mitigate conflicts of interest over excess cash. 18 POSTROAi 0 1 PAYOUTi 2 PREROAi i , (5) where V_ REPi is the value of shares repurchased in a firm–year divided by market value of equity at the start of the repurchasing year, DIV i is Datastream item 187 (total dividends paid on ordinary and participating preference shares) divided by market value of equity at the start of the repurchasing year, and PAYOUTi is the sum of V_ REPi and DIV i . Table 4 reports descriptive statistics for the variables in equations (3)–(5), and suggests there is no serious collinearity between the regressors. Although V_ REPi , AG _ REPi , and PAYOUTi are highly correlated, they do not cause a collinearity problem because they appear in different equations. Table 4 also indicates that most of the variation in PAYOUTi comes from variation in share repurchases. In addition, Table 4 shows that pre- event changes in ROA are insignificant, because repurchasing and non-repurchasing firms are matched on similar changes in operating performance in year 1. Table 5 report the results of estimating equations (3)–(5). Panel A reports results for equation (3) using all firm–years with repurchase execution announcements as year 0. The intercepts suggest that multiple repurchasers’ ROAs increase, on average, by 5% per year in the post-repurchase period. In contrast, there is no significant increase for single repurchasers. 22 A factor explaining the increase in multiple repurchasers’ ROAs is their larger cash payouts. 23 Just as Nohel and Tarhan (1998) suggest that (tender-offer) share repurchases can be part of a restructuring package, firms that repurchase shares in multiple years have more opportunity to re-deploy assets or adjust operating strategies. If the 5% improvement in ROA results from operating efficiencies linked to reduced asset size rather than from positive NPV projects, these results provide more support for the free cash flow hypothesis than the information-signaling hypothesis. 22 The smaller sample size of single repurchasers contributes to this result. 19 More direct evidence contradicting the information-signaling hypothesis is that the percentage of outstanding shares repurchased provides little information in predicting superior changes in post-repurchase ROA. Panel A shows either a negative or no relation between post-repurchase changes in ROA and AG_ REPi , contradicting the information-signaling hypothesis and consistent with the conclusion derived from Table 3.24 Panel B provides a robustness check on Panel A by replacing AG _ REPi with V_ REPi and DIV i . Panel C provides a further robustness check by combining V_ REPi and DIV i into PAYOUTi . Using ROA levels as a performance measure, Panel A shows some significantly negative coefficients on AG _ REPi with dividends excluded, particularly for multiple repurchasers, but Panel B, which includes DIV i , shows that V_ REPi is no longer significant.25 In Panel C the coefficients on PAYOUTi are all insignificant, suggesting cash payouts contain no information about future ROA performance.26 4. Changes in investment opportunities, cash holdings, and risk The evidence so far favors the free cash flow hypothesis, that firms repurchase shares to distribute free cash flow when they face limited investment opportunities. Therefore, we examine whether firms have fewer investment opportunities and lower cash holdings after repurchasing shares. We then test whether share repurchases reveal information about changes in equity risk. 23 Table 2 shows that multiple repurchasers buy back a greater percentage of outstanding shares than do single repurchasers. 24 Results in Panel A are also consistent with previous studies in that profitability levels persist over time (estimates of 2 are significantly positive in levels regressions) and changes in profitability mean revert (estimates of 2 are significantly negative in changes regressions). 25 From Table 4, the correlation between AG _ REPi and V_ REPi is 0.949, which suggests the two variables are interchangeable. 20 4.1. Investment opportunities and cash holdings To detect changes in investment opportunities and cash holdings, we examine (1) capital expenditures (item 1024—cash paid for tangible fixed assets during a year), and (2) cash reserves (item 375—total cash and equivalent). We scale both measures by the average of opening and closing book value of total assets. Replacing ROA with capital expenditures (cash reserves), we use the same procedure as in the previous section to model unexpected changes in capital expenditures (cash reserves). Table 6 shows results for changes and cumulative changes in capital expenditures; Table 7 shows corresponding results for cash reserves. Panel A of Table 6 shows that unadjusted capital expenditures of all repurchasers decrease over time. Median unadjusted change in capital expenditures is 0.11% in year 1, the rate of decline accelerating monotonically to 0.30% in year 3. All of these median changes are significant at 1% or 5%. Cumulative unadjusted changes in capital expenditures in Panel B are also significantly negative over the whole, pre-, and post-repurchase periods. Moreover, Panel A of Table 7 shows that unadjusted changes in cash reserves of all repurchasers increase before share repurchases (year 1) but decrease in the year after share repurchases (year 1).27 These changes in cash reserves seem to be temporary, as Panel B shows that cumulative unadjusted changes in cash reserves are statistically zero over the three periods. These results suggest that repurchasing firms have a shrinking investment opportunity set and repurchase shares to reduce temporary cash surpluses, consistent with Grullon and Michaely (2004) and Oswald and Young (2004b). Compared with matching firms, Panels B of Tables 6 and 7 show that all repurchasers have a marginal increase in capital expenditures before share repurchases, and higher cash 26 The overall results in Table 5 are similar when we replace ROA with the three alternative measures of operating performance. 27 Mean unadjusted changes are significantly positive in years 2 and 3, but median changes are not. 21 holdings after share repurchases. The result is easier to interpret after partitioning the sample, because the patterns of changes in capital expenditures and cash reserves differ between multiple and single repurchasers. Table 6 shows some evidence of single repurchasers’ capital expenditures falling after share repurchases, while multiple repurchasers have insignificant changes in capital expenditures. Table 7 shows that multiple repurchasers have higher cash reserves after share repurchases, while cash reserves of single repurchasers decline over the post-repurchase period. These results suggest that with investment opportunities returning to normal and with substantial free cash flow, multiple repurchasers buy back shares in multiple years to prevent excess cash piling up, while single repurchasers experience declines in cash holdings and capital expenditures after share repurchases. The overall evidence is consistent with the characteristics of multiple and single repurchasers, supporting the free cash flow hypothesis. Table 2 shows that multiple repurchasers have lower market-to-book ratios and higher free cash flows than single repurchasers, suggesting they have fewer investment opportunities but more excess cash. They also acquire a higher percentage of outstanding shares. Thus, it is reasonable to infer that firms repurchase shares in multiple years to return increasing excess cash to shareholders in the face of shrinking investment opportunities. Other things equal, multiple repurchasers would accumulate more free cash if they repurchased fewer shares. On the other hand, share repurchases reduce investment and cash reserves of single repurchasers, which may explain why these firms do not repurchase shares in other years. More importantly, the reduction in capital expenditures and cash reserves lowers the possibility that share repurchases signal future performance prospects to the market. Given the differences in firm characteristics of single and multiple repurchasers, it is unlikely that capital expenditures and cash reserves decline in each year after repurchases. 22 4.2. Equity risk To examine changes in equity risk following repurchase execution announcements, we use the model suggested by Grullon and Michaely (2004) as our primary methodology. To test the robustness of our results, we use the approach of Bartov (1991). There are two major differences between the primary methodology and the robustness check. First, the primary methodology uses monthly data, whereas the robustness check uses daily data. Second, the primary methodology uses dummy variables for the post-repurchase period to measure the changes in equity risk due to share repurchases. The robustness check generates the market model beta for each year and compares the market model beta with benchmark risk to measure the change in risk. We use the CAPM and the Fama and French (1993) three-factor model to calculate changes in equity risk. Let t* be the month in which a firm announces its first repurchase execution during the sample period. For each firm with repurchase execution announcements, we run the following regressions using 73 months (from t* 36 to t* + 36) around the first repurchase announcement, Rit R ft i i Dt b i ( Rmt R ft ) bi Di ( Rmt R ft ) eit , Rit R ft i i Dt b i ( Rmt R ft ) bi Dt ( Rmt R ft ) s i SMBt si Dt SMBt h i HMLt hi Dt HMLt eit , (6) (7) where Rit and Rmt are the monthly returns on stock i and on the FTSE All Share Index in month t; R ft is the UK three-month Treasury bill rate converted to a monthly rate of return; SMBt ( HML t ) is the difference in monthly returns on portfolios of small and large (high and low book-to-market) firms;28 and Dt is a dummy variable equal to 1 if t t * . In equations (6) and (7), bi , s i , and hi are the factor loadings (betas) of firm i over the three years before 28 The FTSE Small Cap and FTSE 100 Indexes proxy portfolios of small and large firms, and the FTSE Global Value and FTSE Global Growth Indexes proxy portfolios of high and low book-to-market stocks. 23 the first repurchase execution and bi , si , and hi are the changes in the factor loadings after the repurchase execution, the focal point of our tests. i is the abnormal return of firm i before the repurchase execution, and i is the change in the abnormal return after the repurchase execution. The tests include firms with at least 44 returns available (around 60% of the 73 observations).29 We perform a robustness check using the market model with daily return data. 30 Instead of dummy variables measuring changes in betas after share repurchases, we estimate the market model beta for each year and compare this with two benchmark risks to measure changes in equity risk. Because this test uses daily data, estimates of the market model beta may be biased if thin trading exists (Scholes and Williams 1977). To mitigate this nonsynchronous trading problem, we estimate Scholes–Williams betas for all firms. In evaluating unexpected changes in equity risk after share repurchases, we apply two benchmarks similar to those for operating performance. In tests using monthly data, the first benchmark takes the coefficients on the dummy variables as unadjusted changes. Using daily data, unadjusted changes are first differences of market model betas of consecutive periods. For the second benchmark (adjusted change), for each firm we first find control firms with market value of equity and book-to-market ratio between 80% and 120% of the values of the sample firm at the end of year 1. Using monthly return data, we then select the control firm with the closest buy-and-hold stock return to that of its sample firm during the year before the first repurchase execution announcement, 12 min i 1 R t , sample firm t 1 12 1 R t , matching firm i t 1 (8) Using daily return data, we set an additional criterion to control for risk changes, that a 29 30 The monthly return data end on 2 February 2005. We include regressions with a minimum of 150 observations (around 60% of total trading days in a year). 24 control firm also has the closest change in equity risk in year 1 to its sample firm.31 Panel A of Table 8 shows that CAPM betas of repurchasing firms remain stable over the six-year period centred on the month of their first repurchase execution announcement.32 Results in Panel B indicate that multiple repurchasers experience a marginally significant increase in systematic risk relative to their peer firms. Given that multiple repurchasers acquire a greater percentage of outstanding shares than do single repurchasers, these results are consistent with Hamada (1969) in that share repurchases increase financial leverage, leading to higher equity risk. Panel C shows significant declines in unadjusted market beta and SMB beta from the three factor model. This result is similar to Grullon and Michaely (2004). Again, only multiple repurchasers experience significant changes in risk. However, Panel D reports inconclusive results for differences in adjusted risk.33 Consequently, while Grullon and Michaely (2004) show that US firms have significantly smaller market betas and SMB betas in the three-year period after announcing their repurchase intentions, the overall results of Table 8 do not fully support their findings. Table 9, reporting evidence from the market model, suggests two conclusions about changes in repurchasing firms’ risk. First, risk may decrease before actual share repurchases: repurchasing firms experience significant declines in beta, particularly compared with firms with similar market values of equity and BE/ME in year –1. This implies that firms repurchase shares when they experience risk declines, as argued by Bartov (1991) and Grullon and Michaely (2004). Second, beta may rise due to share repurchases.34 This is consistent with Hamada (1969) and Bartov (1991): the former shows that an increasing financial leverage increases a firm’s risk, the latter finds that risk increases slightly after share Change in risk in year 1 is the Scholes–Williams beta in year 1 less the beta of the same firm in year 2. For unadjusted changes in Table 8, the sample of all repurchasers comprises 320 firms as we are able to include 19 firms that have returns data but no accounting data. 33 Market betas are higher for multiple repurchasers at the 10% level. For single repurchasers, SMB beta increases, while HML beta decreases. 31 32 25 repurchases. In all, the evidence in Tables 8 and 9 implies that firms do not repurchase shares to signal changes in risk to the market.35 Instead, it suggests that firms repurchase shares to re-balance risk. The findings in Table 9 also help to explain differences between our study and Grullon and Michaely (2004), who find that both unadjusted and adjusted market betas and SMB betas decline significantly during a three-year period after US repurchase intention announcements, and argue that repurchasing firms experience declines in equity risk because their values rely less on risky growth opportunities.36 Our evidence does not support their findings, probably due to different definitions of events used to separate pre- and postrepurchase periods. Repurchase execution announcements imply immediate increases in financial leverage, whereas repurchase intention announcements do not. Equity risk may be low when firms announce repurchase intentions, but increase after firms actually repurchase shares. 5. Summary and conclusions Several empirical studies document a positive association between share repurchases and abnormal stock returns. For example, Grullon and Michaely (2004) and Lie (2005) find that the US market reacts positively to repurchase intention announcements, arguing that these announcements convey favorable information to investors. However, the former study concludes that the announcements contain information about past (or present) profitability and not about the future, whereas the latter argues that firms take advantage of inside information about future performance when engaging in repurchase transactions. As 34 Restricting attention to the first firm–year of multiple repurchasers shows that adjusted betas decline in the year after share repurchases. However, this year is likely to be another repurchasing year. 35 The most consistent result in Tables 8 and 9 is that repurchasing firms’ post-event risk does not decrease compared with their control firms. 36 Grullon and Michaely (2004, 652) argue that ‘repurchases may be associated with a firm’s transition from a higher growth phase to a lower growth phase.’ 26 highlighted by Lie (2005), actual cash payout data are important in clarifying the disagreement on the information content of open-market repurchases because the informationsignaling and free cash flow hypotheses base their arguments on actual cash payouts rather than on non-committal announcements of payout intentions. Using 569 firm–years with at least one repurchase execution announcement released by 301 UK firms, we test changes in operating performance, capital expenditures, cash reserves, and equity risk to distinguish between the information-signaling and free cash flow hypotheses. Each test uses two benchmarks to measure unexpected changes due to share repurchases. In addition, we test for a positive relation between post-repurchase operating performance and the magnitude of share repurchases, as predicted by the informationsignaling hypothesis. To mitigate the problem in defining a base year and associating subsequent performance changes with a specific repurchasing year, we partition all repurchasers into single and multiple repurchasers, based on frequencies of firm–years with repurchase execution announcements. This sample partition also contrasts multiple repurchasers with lower market-to-book ratios, higher free cash flow, and greater percentage of outstanding shares repurchased than single repurchasers. Our findings support the free cash flow hypothesis along several dimensions. First, multiple repurchasers have a diminishing investment opportunity set and repurchase a substantial number of shares to avoid increases in cash holdings. Single repurchasers experience a reduction in cash reserves immediately after share repurchases, followed by a reduction in capital expenditures two years after share repurchases. This means that repurchasing firms have reduced investment opportunities and reduce financial slack. Second, repurchasing firms’ profitability falls from two years before to three years after share repurchases. They outperform control firms only before and during the repurchasing year but not after. We find positive cumulative abnormal changes in profitability in the pre-repurchase 27 period but not in the post-repurchase period, indicating no improvement in operating performance after share repurchases. If firms repurchase shares to signal superior operating performance in the past, it is unclear why other methods such as financial reports fail to transmit this information to the market. Finally, the percentage of outstanding shares repurchased does not predict unexpected future operating performance, contradicting signaling models that generally require good firms to repurchase a larger percentage of outstanding shares to demonstrate optimistic beliefs about the future and to prevent bad firms from mimicking them. Understanding whether operating performance changes following share repurchases is important not only because of the increasing popularity of share repurchases but also because of wider implications. For example, we find that share repurchases do not contain valuable asymmetric information about unexpected future performance prospects. Instead, repurchasing firms may be committed to distributing excess cash (Jagannathan and Stephens 2003, Grullon and Michaely 2004, Oswald and Young 2004b) or may be engaged in redeploying assets (Nohel and Tarhan, 1998). 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Actual share reacquisitions in open-market repurchase programs. Journal of Finance 53, 313–333. Stulz, R.M., 1990. Managerial discretion and optimal financing policies. Journal of Financial Economics 26, 3–27. Vermaelen, T., 1981. Common stock repurchases and market signaling: an empirical study. Journal of Financial Economics 9, 139–183. 32 Table 1. Summary of sample selection screening. The table summarizes the sample selection criteria for the period 1 September 1997 to 31 July 2003. Original data from Company REFS Less: Non ordinary share repurchases No announcement date No repurchase price or volume data No Datastream code Investment trusts Implausible reported trading prices Subtotal Less: Additional announcements on the same day Total for the full sample Less: Insufficient accounting data Final sample a Number of announcements 9,020 Number of firms 494 183 1 26 1a 17 274 634 1,836 6,075 11b 2 62 67 335 337 5,738 112 335 341 5,159 14 301 One announcement correcting a previous announcement remains in the full sample. Nine of these announcements correct or supplement previous announcements and remain in the full sample. b 33 Table 2. Comparison between single and multiple repurchasers. The table compares 128 firms announcing repurchase executions in a single accounting year with 149 firms announcing repurchase executions in multiple years during the sample period 1 September 1997 to 31 July 2003. Panels B and C report means (medians). The time span of a firm’s repurchase execution announcements is the number of trading days from the first to last announcements over the sample period. Market capitalisation is the market value of equity at the year-end before the announcement, adjusted to 1996 currency. Market-tobook ratio is the market value of equity divided by the book value of equity at the year-end before the announcement year. Free cash flow is operating income before depreciation minus total tax, interest expense, preferred dividends, and ordinary dividends for the announcement year. Outstanding shares are the value one day before each repurchase execution announcement. The test for difference reports the p-value of a two-tailed t-test (Wilcoxon rank test). Single repurchasers Multiple repurchasers 128 128 149 417 Number of firms Number of firm–years Panel A: Time span of a firm's repurchase execution announcements Maximum number of trading days 179 Minimum number of trading days 1 More than 28 days (number of firms) 44 More than 179 days (number of firms) – Panel B: Repurchase execution announcements Time span of announcements (trading days) Number of announcementsa Shares repurchased/outstanding sharesa Panel C: Firm characteristics Market capitalisation (in 1996 £m) Free cash flow/total assets Market-to-book ratio a Test for difference 1,368 28 – 132 52.50 (39.5) 7.438 (2.00) 0.039 (0.017) 559.05 (456.0) 27.275 (13.00) 0.129 (0.092) <0.0001 (<0.0001) <0.0001 (<0.0001) <0.0001 (<0.0001) 787.08 2,198.45 0.1127b (83.020) 0.050 (0.060) 2.137 (1.449) (84.324) 0.072 (0.068) 1.990 (1.178) (0.2008)b 0.0337 (0.0953) 0.6384 (0.0986) Aggregated for each firm over the sample period. Based on the log of market capitalization. b 34 Table 3. Change and cumulative change in return on assets. The table reports changes and cumulative changes in return on assets (ROA) for firms announcing repurchase executions during 1 September 1997 to 31 July 2003. ROA is annual income before interest, taxes, depreciation and amortization scaled by the average of opening and closing book value of total assets. Performance-adjusted change equals the unadjusted change minus the change in performance of a matching firm selected by the criteria in Section 3.1. Panel A reports changes in ROA; Panel B reports cumulative changes. Cumulative change is the sum of changes over the whole (2 to 3), pre- (2 to 0) and post-repurchase (0 to 3) periods. Difference is the difference in cumulative changes between the post- and pre-repurchase periods. Observations are winsorized at the 1st and 99th percentiles in calculating means and medians. Significance of means (medians) are based on a two-tailed t-test (Wilcoxon rank test). a, b, and c denote significance at 1, 5, and 10 percent. All numbers are percentages. Panel A: Changes in ROA Unadjusted changes Year 0 1 2 1 All repurchasers Mean 0.573b 0.866a 1.281a 0.512 Performance-adjusted changes 0 1 2 3 1 1.788a 0.037 1.663a 0.525 2.323 Median 0.171 0.226 0.507 0.058 N 519 507 407 289 Multiple repurchasers Mean 0.281 0.774b 0.724c 0.752c 0.574 204 a 0.002 511 0.381 444 b 0.118 0.356 307 185 0.989 113 0.923c 0.027 1.451b 0.915 0.117 0.452 Median 0.036 0.353 0.345 0.058 N 381 372 311 229 Single repurchasers Mean 1.097 1.211 3.969a 1.326 0.574 159 b 0.004 375 0.311 330 b 0.118 0.505 239 149 0.258 88 7.541c 0.026 3.628c 4.815 3.713 14.480c 0.538b 0.040 2.439a 0.096 114 111 77 51 0.267 38 0.002 113 c 0.640 58 0.146 31 5.144c 21 c b a b Median N b Panel B: Cumulative changes in ROA Cumulative unadjusted changes Period 0 to 3 Difference 2 to 3 2 to 0 All repurchasers Mean 6.062a 1.451a 4.943a 4.879a 2.356 1.691a 2.309 3.431 0.988 111 0.381 444 b 1.524 111 2.143 111 1.453b 0.152 1.051 b 0.187 86 0.934 86 0.504 507 1.218a 3.733a 2.801b 0.704 Median 2.823 N 152 Single repurchasers Mean 14.95a 0.471 372 2.383 152 1.846 152 a 0.517 86 0.250 330 1.873c 12.37b 11.24c 14.39 3.657c 13.88 13.76 6.664 38 0.486 111 3.763 38 4.196 38 9.269 21 c 7.141 21 4.391 21 a Median N a a a c a a a 2.299 197 Cumulative adjusted changes 0 to 3 Difference 2 to 0 Median 3.140 N 197 Multiple repurchasers Mean 4.323a a 2.597 197 2 to 3 0.626 94 0.201 3 a c 0.866 94 35 Table 4. Descriptive statistics for regression variables. The table reports Pearson correlation coefficients, means, medians, and standard deviations (SD) of explanatory variables in equations (3)–(5). AG_REP is the aggregate ratio of shares repurchased in each repurchase execution announcement to outstanding shares one day before each announcement over a firm–year. V_REP and DIV are the value of total shares repurchased and the value of dividends in a firm–year divided by market value of equity at the start of the repurchasing year. PAYOUT is the sum of V_REP and DIV. Level: ROA uses the median of paired differences of pre-repurchase period return on assets (ROA), as defined in Table 3. Change: ROA uses the median of adjusted changes in ROA over the pre-repurchase period, covering years 2 through 0. Significance levels of means (medians) are based on a two-tailed t-test (Wilcoxon rank test). ***, **, and * denote significance at 1%, 5%, and 10%. AG_REP AG_REP 1 V_REP V_REP 0.949*** DIV 0.008 PAYOUT 0.821*** Mean 0.046*** Median 0.025*** SD 0.058 N 515 1 0.056 0.890*** 0.043*** 0.023*** 0.058 519 *** 0.043 *** 0.088 *** 0.020 0.000 *** DIV 1 PAYOUT Level: ROA Change: ROA 0.505 1 0.076 0.076 * 0.061 0.063 0.025 0.001 0.026 0.065 0.04 *** 0.032 443 0.071 *** 0.070 443 0.005 0.002 *** 0.136 0.218 511 311 36 Table 5. Regression analysis of changes in return on assets. The table reports the results of alternative return on assets regressions in Panels A–C. POSTROAi is the median of paired differences of post-repurchase return on assets (ROA) for repurchasing firm i, AG _ REPi is the aggregate ratio of shares repurchased in each repurchase execution announcement to outstanding shares one day before the announcement over a firm–year, V_ REPi and DIV i are the value of shares repurchased in a fiscal year and the value of dividends, both divided by the start of year market value of equity, PAYOUT i is the sum of V_ REPi and DIV i , and PREROAi is the median of paired differences of pre-repurchase period ROA. The pre-repurchase period covers years 2 through 0, and the post-repurchase period covers years 1 through 3. Level uses levels of ROA; Change uses changes in ROA. ***, **, and * denote significance at 1%, 5%, and 10%. Numbers in parentheses are t-statistics. Panel A: POSTROA i 0 1 AG _ REP 2 PREROAi i Model Intercept AG_REP *** Level 0.050 0.454** (2.89) All (2.07) 0.030* repurchasers Change 0.360* (1.98) (1.87) Level 0.053*** 0.459* Multiple (2.80) (1.88) Repurchasers Change 0.034** 0.373* (2.08) (1.79) Level 0.041 0.420 Single (0.90) (0.73) Repurchasers Change 0.014 0.347 (0.33) Change (0.66) Panel B: POSTROAi 0 1V _ REPi 2 DIVi 3 PREROAi i Model Intercept V_REP DIV Level 0.047 0.304 0.119 (1.53) All (1.40) (0.20) 0.018 0.052 repurchasers Change 0.260 (0.66) (0.10) (1.36) Level 0.045 0.074 0.350 Multiple (1.24) (0.11) (1.37) repurchasers Change 0.021 0.110 0.332 (0.66) (0.18) (1.50) Level 0.062 0.168 0.874 Single (0.95) (0.35) (0.60) repurchasers Change 0.021 0.130 0.476 (0.35) Change (0.30) (0.36) Panel C: POSTROAi 0 1 PAYOUTi 2 PREROAi i Model Intercept PAYOUT Level 0.053** 0.282 (2.32) All (1.39) 0.028 repurchasers Change 0.223 (1.37) (1.25) Level 0.059** 0.308 Multiple (2.22) (1.26) repurchasers Change 0.036 0.288 (1.53) (1.36) Level 0.044 0.273 Single (0.88) (0.67) repurchasers Change 0.012 0.182 (0.27) Change (0.49) PREROA 1.084*** (10.14) 0.871*** (6.40) 1.105*** (8.61) 0.727*** (4.36) 1.084*** (4.79) 1.122*** (3.97) R2 0.255 F-stat. 52.72*** N 311 0.122 21.49*** 311 0.239 37.57*** 243 0.083 10.86*** 243 0.308 12.22*** 58 0.223 7.88*** 58 PREROA 1.089*** (9.46) 0.767*** (5.19) 1.113*** (7.83) 0.520*** (2.74) 1.089*** (4.79) 1.102*** (3.89) R2 0.243 F-stat. 30.83*** N 293 0.090 9.51*** 293 0.221 21.05*** 227 0.043 3.32** 227 0.309 8.04*** 58 0.221 5.10*** 58 R2 0.242 F-stat. 46.36*** N 293 0.089 14.15*** 293 0.220 31.50*** 227 0.041 4.74*** 227 0.307 12.15*** 58 0.220 7.76*** 58 PREROA 1.086*** (9.48) 0.766*** (5.19) 1.106*** (7.82) 0.518*** (2.73) 1.093*** (4.84) 1.104*** (3.94) 37 Table 6. Changes and cumulative changes in capital expenditure. The table reports changes and cumulative changes in capital expenditures for firms announcing repurchase executions in the period 1 September 1997 to 31 July 2003. Capital expenditure is cash paid for tangible fixed assets during a year scaled by the average of opening and closing book value of total assets. Adjusted change equals the unadjusted change minus the change in capital expenditure of a firm matched on equivalent criteria to ROA (see Section 3.1), except replacing ROA with capital expenditure. Cumulative unadjusted (adjusted) change is a summary measure of unadjusted (adjusted) changes in capital expenditures over the whole (2 to 3), pre- (2 to 0) and post-repurchase (0 to 3) periods. Difference is the difference between post- and prerepurchase periods. Observations are winsorized at the 1st and 99th percentiles in calculating mean and median changes. Significance levels of means (medians) are based on a two-tailed t-test (Wilcoxon rank test). a, b, and c denote significance at 1, 5, and 10 percent. All numbers are percentages. Panel A: Changes in capital expenditures Unadjusted changes Year 0 1 2 3 1 All repurchasers Mean 0.349b 0.496a 0.232 0.582b 0.088 1 Median 0.112b 0.179a 0.207a 0.231a 0.304b N 559 558 457 325 229 Multiple repurchasers Mean 0.341c 0.572a 0.430b 0.150 0.440 Median 0.077 0.193 N 413 412 Single repurchasers Mean 0.545c 0.182 Median N 0.324 122 b a 0.128 122 0.213 353 3 0.001 0.321 0.129 0.106 0.443 0.001 556 0.247 0.138 475 332 0.071 203 0.234 125 0.269 0.283 0.622 0.144 0.238 0.167 353 259 0.157 164 0.234 101 c 0.012 b 0.373 181 0.705 2.023a 1.050 0.038 0.690 0.873 4.814c 0.953 0.287 85 0.761 56 0.000 41 0.004 121 0.247 0.089 101 59 1.517 32 0.144 19 a 0.165 260 Adjusted changes 0 1 2 a a 0.003 411 c a Panel B: Cumulative changes in capital expenditures Cumulative unadjusted changes Period 2 to 3 2 to 0 Cumulative adjusted changes 0 to 3 Difference 2 to 3 2 to 0 0 to 3 Difference All repurchasers Mean 1.682a 0.791a 0.621c 0.473 0.516 0.321 0.190 0.286 Median 1.444a 0.261a 0.757a 0.094 0.030 0.237c 0.007 0.350 229 558 229 229 125 475 125 125 N Multiple repurchasers Mean 1.900a 0.888a 0.681b 0.508 0.604 0.267 0.235 0.793 Median 1.280a 0.240a 0.757a 0.253 0.125 0.208 0.007 0.350 181 412 181 181 101 353 101 101 N Single repurchasers Mean 1.603 0.549 0.307 0.722 0.109 0.731 1.904 3.091 Median 2.389b 0.426b 0.762 1.650c 1.205 0.268 0.278 1.401 41 122 41 41 19 101 19 19 N 38 Table 7. Changes and cumulative changes in cash reserves. The table reports changes and cumulative changes in cash reserves (cash and equivalents scaled by the average of opening and closing book value of total assets) for a sample of firms announcing repurchase executions in the period 1 September 1997 to 31 July 2003. Adjusted change equals the unadjusted change minus the change in cash reserves of a control firm matched on equivalent criteria to ROA (see Section 3.1), except replacing ROA with cash reserves. Cumulative unadjusted (adjusted) change is a summary measure of unadjusted (adjusted) changes in cash reserves over the whole (2 to 3), pre- (2 to 0) and post-repurchase (0 to 3) periods. Difference is the difference in cumulative abnormal changes between the post- and pre-repurchase periods. Observations are winsorized at the 1st and 99th percentiles in calculating the means and median changes. Significance levels of means (medians) are based on a two-tailed t-test (Wilcoxon rank test). a, b, and c denote significance at 1, 5, and 10 percent. All numbers are percentages. Panel A: Changes in cash reserves Unadjusted change Year 0 1 2 3 1 All repurchasers Mean 0.435b 0.124 0.414c 0.712b 0.609b c Median 0.059 N 558 Multiple repurchasers Mean 0.352 Median 0.057 N 413 Single repurchasers Mean 0.658 Median N 0.308 121 0.000 0.120 558 460 a 0 0.008 0.273 0.287 3 1.233b c 0.000 233 0.000 555 0.150 489 0.137 351 0.355 214 0.090 0.121 0.852b 0.772b 0.026 0.414 0.696 1.926a c b 0.000 413 0.024 355 0.002 328 Adjusted change 1 2 1 0.002 262 0.308 134 0.211 0.434 108 0.007 184 0.000 410 0.185 363 0.368 271 0.336 1.120b 0.322 0.253 0.047 0.022 2.296b 1.129 0.537 0.048 103 1.130 65 1.144 37 0.299 20 0.157 0.412 0.007 0.087 121 86 57 42 b Panel B: Cumulative changes in cash reserves Cumulative unadjusted changes Period 0 to 3 Difference 2 to 3 2 to 0 All repurchasers Mean 0.659 0.354 0.916 1.339 Median 0.040 0.000 0.465b 0.047 0.000 121 2 to 3 b 0.454 169 0.345 Cumulative adjusted changes 0 to 3 Difference 2 to 0 1.745 0.167 0.259 0.154 1.730 0.781 1.556 1.007c N 233 Multiple repurchasers Mean 1.755b 558 233 233 134 489 134 134 0.275 1.695b 1.584 3.741b 0.386 3.578b 3.086b 0.055 0.034 0.109 0.482b 0.762b 0.154 1.723a 2.256b 413 184 184 108 363 108 108 1.106 2.236c 6.750b 0.038 5.023b 6.112 0.255 0.276 0.662 0.603 0.183 0.275 3.741 1.026 42 121 42 42 20 103 20 Median N 184 Single repurchasers Mean 3.184c Median N 5.507 b b 20 39 Table 8. Changes in risk using the CAPM and the three factor model. The table reports cross-sectional mean and median estimates of the CAPM and the three factor model, Rit R ft i i Dt b i ( Rmt R ft ) bi Di ( Rmt R ft ) eit , Rit R ft i i Dt b i ( Rmt R ft ) bi Dt ( Rmt R ft ) si SMBt si Dt SMBt hi HMLt hi Dt HMLt eit , where Rit and Rmt are the month t return on stock i and on the FTSE All Share Index, R ft is the month t return on three-month UK Treasury bills, SMBt is the difference between monthly returns on the FTSE Small Cap and FTSE 100 Indexes, HMLt is the difference between monthly returns on the FTSE Global Value and FTSE Global Growth Indexes, and Dt is a dummy variable equal to 1 if t t * , where t * is the month in which firm i announces its first repurchase execution during the period 1 September 1997 to 31 July 2003. We use a 73month window (36 to +36) to estimate the models. bi , s i , and hi are the factor loadings of firm i during the 3 years before its first repurchase execution. bi , s i , and hi are the changes in factor loadings after the repurchase execution. Adjusted regression coefficients equal unadjusted coefficients less the coefficients of matched firms with market value of equity and book-to-market ratio between 80 and 120 percent of the corresponding values of the repurchasing firm at the end of year 1 and with the closest buy-and-hold stock return to a sample firm during the year before the first repurchase execution announcement. We exclude firms with less than 44 months return data. Significance levels of means (medians) are based on a two-tailed t-test (Wilcoxon rank test). ***, **, and * denote significance at 1%, 5%, and 10%. Frequency of share repurchase groups Panel A: CAPM unadjusted changes Mean bi ( in market beta) Median N Panel B: CAPM adjusted changes Mean bi ( in market beta) Median N Panel C: three factor model unadjusted changes Mean bi ( in market beta) Median Mean si ( in small firm beta) Median Mean hi ( in B/M beta) Median N Panel D: three factor model adjusted changes Mean bi ( in market beta) Median Mean si ( in small firm beta) Median Mean hi ( in B/M beta) Median N All repurchasers Multiple Single 0.027 0.021 0.070 164 0.099 0.099 132 0.151* 0.132* 141 0.049 0.053 115 0.010 320 0.120* 0.096* 279 0.149*** 0.202*** 0.083 0.151** 0.107 0.043 320 0.100 0.079 0.061 0.041 0.100 0.083 281 0.173*** 0.244*** 0.167** 0.198*** 0.118 0.065 164 0.160 0.162* 0.044 0.079 0.015 0.042 141 0.117* 0.143 0.062 0.011 0.104 0.152 132 0.001 0.021 0.200 0.194* 0.174 0.422* 117 40 Table 9. Changes in risk using the market model. The table reports changes in market model beta for firms announcing repurchase executions in the period 1 September 1997 to 31 July 2003. We estimate Scholes–Williams betas using daily stock returns and FTSE All Share Index returns. Adjusted change equals the unadjusted change less the change in beta of a control firm with market value of equity and book-to-market ratio between 80 and 120 percent of the market value of equity and market-to-book ratio of the repurchasing firm at the end of year 1 and with the closest change in beta in year 1 to that of the sample firm. Significance of means (medians) is based on a two-tailed t-test (Wilcoxon rank test). a, b, and c denote significance at 1, 5, and 10 percent. Unadjusted changes Year 0 1 2 1 All repurchasers Mean 0.039c 0.028c 0.025 0.029 Median 0.009 0.010 N 540 558 Multiple repurchasers Mean 0.042c 0.012 Firm-adjusted changes 0 1 2 3 1 0.031 0.066b 0.037 0.010 0.007 0.042 b 0.032 488 0.007 396 0.003 284 0.003 199 3 0.018 454 0.032 324 0.021 228 0.036 479 0.002 0.034 0.034 0.046 0.043 0.047 0.023 0.040 Median 0.006 0.002 0.014 0.041 0.012 N 402 411 350 259 179 Single repurchasers Mean 0.005 0.080c 0.101c 0.025 0.020 0.010 356 0.030 360 0.022 304 0.013 226 0.003 155 0.130b 0.016 0.120 0.115 0.013 0.158 101 0.076 106 0.050 75 0.116 50 0.018 38 c Median N 0.010 0.077 116 125 c 0.074b 0.016 0.082 87 57 43 b 41