**••* HD28 .M414 no. SI |MAY 9 1991 EARNINGS AIJD RISK CHANGES SURROUNDING PRIMARY STOCK OFFERS Paul M. Healy School of Management, M.I.T. EARNINGS AND RISK CHANGES SURROUNDING PRIMARY STOCK OFFERS Paul M. Healy School of Management, M.I.T. Krishna G. Palepu Harvard Business School January 1989 Forthcoming: Journal of Accounting Research We wish to thank Andrew Christie, Bob Kaplan, Richard Leftwich. Maureen McNichols, Stewart Myers, Pat O'Brien, Richard Ruback, and the participants of workshops at Carnegie-Mellon University of Minnesota, and University, Columbia University, Cornell University, M.I.T. , NBER for comments on the paper. We owe special thanks to Jim Patell, the referee, for his valuable suggestions which significantly improved the paper. making their sample available for assistance. The paper has been funded by the Division David Mullins for of We also thank Paul Asquith and paper and Eileen Pike for research Research, Harvard Business School. this ABSTRACT This paper investigates the nature of the information conveyed by primary equity offer The results are as follows. (1) Offer announcements appear to convey information decisions. about future in risk changes since they are accompanied by increases financial leverage, the net effect of equity betas which is to increase in asset betas, and decreases equity betas. On average the consistent with the average stock price reaction to the offer The risk information conveyed by equity offers is firm-specific since announcement. (2) other firms in the offer firms" industries do not experience similar risk and leverage changes. increase in is do not convey new information about offer firms' future earnings levels. managers deciding to issue equity and reduce financial leverage when they foresee an increase in volatility of their firms' earnings due to an increased business risk. Firms' stated reasons for equity offers, and post-offer earnings volatility support this interpretation. Investors, recognizing that managers have superior information on their firms' prospects, interpret offer announcements accordingly and revise the offer firms' (3) Equity offers These results are consistent with asset and equity betas upward, resulting in a negative market reaction. 1. INTRODUCTION Several recent studies, including Asquith and Mullins [1986], Masulis and Korwar [1986], Mikkleson and Partch [1986], and Schipper and Smith [1986], document stock declines at seasoned equity offer announcements. declines is that managers' equity Our paper examines prospects. I offer decisions this One explanation proposed for these price convey new information We unsystematic find that risk, leverage following the On average the offer and is effect of offer firms do not lower is about changes in when firms also in asset and equity betas, show a decrease these changes is their post-offer asset their financial to increase offer firms' equity in earnings following the offers earnings forecasts for do convey new information the riskiness rather than is in in consistent with the average stock price reaction to do not have a decline interpretation of these findings financial leverage Investors, The sample The net results indicate that equity offers the information One The firms' earnings levels, and analysts' earnings forecasts. the equity beta increase financial analysts flows. offer. announcement. These on our sample of equity offer firms experiences a significant increase betas subsequent to the offers. betas. to investors hypothesis and provides evidence on the nature of the information revealed by equity offers by analyzing post-offer changes financial leverage, price that changes managers decide they foresee an unexpected increase in in these firms. to investors, and that the level of future cash to issue equity their firms' and reduce business risk. recognizing thai managers have superior information on the firms' prospects, interpret equity offer decisions accordingly and revise the offer firms' asset and equity betas upward. Section 2 of the paper discusses prior theoretical work on equity offers and develops the hypotheses tested section 3. Section 4 examines changes changes following equity changes subsequent presented 2. The sample and data the paper. in in section to 6, in collected for the tests are described analysts' earnings forecasts, as well as actual earnings Section 5 presents tests and results of asset and offers. in financial risk Discussion and interpretation of the results are equity offerings. and section 7 summarizes the conclusions. NATURE OF INFORMATION CONVEYED BY EQUITY OFFERS Review of Prior Work 2.1 In section this hypotheses tested in we discuss three prominent models of equity issues to motivate the the paper. The models assume that managers act in the interests of their shareholders, and argue that an equity offer announcement provides information to the capital market only nature of if the managers are information assumptions about how the better informed than investors. offer investments, or to fund shortfalls When that, structure proceeds are used in - to retire existing in firms' capital structure. debt, to finance new Donaldson (1961), and DeAngelo and Masulis [1980] allowing for taxes and positive costs of financial distress, the optimal capital decision for a firm involves balancing the potential risk, and hence more tax benefits from increased Firms which expect high and stable profits are borrow more because they can use the interest tax shields. business models analyze the operating cash flows. leverage against financial distress costs. 2 to three the proceeds are used to retire debt, equity offers reveal information to investors about changes argue The revealed by equity offer announcements by making different volatile profits, Conversely, firms with high are likely to borrow less because borrowing increases expected financial distress costs more than the expected benefits. firm's capital structure is determined by its likely managers' expectations of the level additional Thus, a and riskiness of its Masulis [1983] extends this analysis and argues that, future earnings. information asymmetry between and managers choose managers and investors regarding leverage indicates to investors a change earnings If to be show place. In their new volatile Managers and to act in are assumed on whether the firm is a claim on the firm's future project, managers is In to investors' new on the value of project against potential given managers' superior information Myers and Majluf show over- or undervalued. and on deciding whether to issue equity trade-off the value of the new stockholders of firms' assets-in- firm's assets-in-place have information superior to the interests of existing shareholders. wealth transfers between existing and when change than previously anticipated. model, a seasoned equity offering and undertake the new interpret managers expect the indicate that to Hence, a leverage- managers' expectations. 3 announcements convey information about the value that offer project.* the firm, more will is the proceeds of equity offers are used to fund capital expenditures, Myers and Majluf (1984) a either lower or in there the firm's future prospects, maximize shareholders' wealth, a decision capital structure to decreasing equity issue announcement if an equity offering as bad news, since managers are more that investors then likely to sell new equity they expect the cash flows generated by existing assets to be lower, or riskier than anticipated by the market. The flows. third Miller use of equity offer proceeds and Rock [1985] examine investment policies are fixed, is the financing of shortfalls assuming the situation, and managers have current period's operating cash flows. equity offer this is Given the firm's operating cash financing and superior information to investors on the identity between cash sources and uses, an interpreted by investors as indicating that their forecast of the firm's earnings. in managers have revised downward To conclude, Masulis [1983] and Myers and announcements convey information earnings. Miller to Two Korwar [1986]) attempt to [1985) predict that offer investors about either the level or riskiness of future and Rock's (1985] prediction the level of earnings. Majluf is more specific, that the information empirical studies (Mikkleson is about and Partch [1986], and Masulis and Since provide evidence on these predictions. it is difficult observe directly the information revealed by managers when they announce an equity to offer, these studies examine the cross-sectional relation between stock price effects at the offer announcement possibly and proxies for managers' private information. because the variables used in Their findings are inconclusive, the cross-sectional analysis are weak proxies for managers' private information. s 2.2 Research Design and Hypotheses Our research design realized earnings and inferred risk by the market announcement is differs changes from those of previous empirical studies. at the time of the offer announcement. based on an unbiased estimate subsequent realizations of of future The observed stock If the price revision at an offer earnings and/or price decline at the offer therefore can be attributed to either an expected decrease in total examine risk changes, these variables provide direct evidence on the nature of the information inferred by the market. expected increase We subsequent to equity offerings as proxies for the information equity risk. Our empirical tests are in announcement post-offer earnings, designed to distinguish or an between these two alternatives. To levels, test whether the information conveyed by equity offers we examine is about future earnings realizations of offer firms' earnings relative to both earnings, and the post-offer earnings of their industries. We their own pre-offer also analyze post-offer revisions in analysts* forecasts. H1A: There The following fiypotheses are tested for the offer firms: a decrease is in earnings subsequent to equity offer announcements, either relative to pre-offer earnings, or relative to post-offer industry earnings. H1B: There is a downward revision announcements. To investigate whether offer examine changes returns to in in analysts' earnings forecasts subsequent to equity offer announcements convey information about returns. in firm-specific risk, Re = a + where, Re and (equity we use in total stock equity the variability of market in Since the excess returns that follow equity offer announcements are firm-specific, they cannot be attributed to changes changes A change the riskiness of equity cash flows. variance can be due to either a firm-specific change, or a change risk, beta) Rm PeRm in market variance. measured using Our + e (1) are the returns on a firm's stock and the market portfolio respectively; uncorrelated with the market, and is e is the component normally distributed with zero variance of equity returns, Var (Rg), can then be decomposed as Var(Re) = P£2Var (Rm) + a2 is unsystematic equity components respectively. The cz, Po of stock returns that is mean and variance a2. The follows: (2) the variance of market returns, risk on the two-parameter market model: are firm-specific parameters; and where Var (Rm) tests therefore focus only peando^ are measures of systematic and following hypotheses regarding the firm-specific of equity risk are tested for the offer firms: H2A: H2B: There is an increase There is an increase announcements. Increases leverage. It is in the residual variance of stock returns in equity beta can arise from increases in of the offer is investors expect an equity offer to to reduce a the interest of stockholders, at the offer any, are therefore expected to be To analyze a firm's debt due to either asset beta or financial riskless, its However, if in announcement. we use in increase In in in actually financial leverage in cannot explain the Post-offer equity beta increases, if Hamada the framework of [1972] who notes (3) of assets systematic risk of the firm's assets (business Any increase will equity beta can be written as: where V and E are the market values is possible, however, that managers make financing decisions Pe = Pa{V/E) following hypothesis is It asset beta increases. post-offer asset betas, is firm's leverage. expectations of an increase negative stock price reaction H3: to equity offer be accompanied by subsequent borrowing which increase the firm's leverage and equity beta. if in subsequent unlikely that equity offers signal an increase in financial leverage since the immediate effect that announcements. equity betas subsequent to equity offer and equity respectively. risk), and V/E reflects its Pa represents the financial risk. The tested for the offer firms: post-offer equity betas is due to an increase in asset betas rather than an financial leverage. addition to testing hypotheses H1- H3, we perform two further tests. the volatility of post-offer earnings are analyzed to corroborate tests of First, changes changes in stock Second, the stated and actual uses return risk. proceeds are examined of offer understand the to reasons why firms issue equity. 3. DATA Our equity issue sample comprises the their [1986] Mullins examined Moody's sample of stock offerings. firm, are included Industrial on the ASE or NYSE SEC; of voting stock; to the pre-offer equity first if time of the offering; (5) is the offering for value of the firm offer if there additional data for each of the 93 to (2) the offering is public, common stock alone; announcement are is is for five multiple the offer sample years before and immediately preceding the offer announcement; the in the reported ratio of offer offers within five after a stock issue, 0); (3) (2) the annual This years. We we restriction collect the following firms: (1) stock return data for announcement date (day (4) 12.5%. eliminates 35 of the 128 offers examined by Asquith and Mullins.7 relative to select their initial they meet the following requirements: (3) the offering Since our tests examine earnings data use only the years 1963 to 1981 Asquith and which the proceeds are received by the issuing at the and used by Asquith and Mullins equity offerings. e Asquith and Mullins report that for their sample the average Wall Street Journal. proceeds for for the sample of 128 firms underwritten and registered with the has only one class Manuals Primary offers, the final in (1) the firm is listed firm industrial firms study of the stock price effects of primary in days -850 to +600 earnings announcement earnings per share before extraordinary items and discontinued operations for the six annual earnings announcements prior to the offer announcement (years (4) -6 to -1) and the five subsequent annual announcements (years analysts' quarterly earnings forecasts reported immediately before and after to 4); the equity offer announcement; capital expenditures (5) intended uses of the issue's proceeds and acquisitions, net changes stock issues net of repurchases in years short- in and -5 to 4; (7) at the offer announcennent; and long-term debt, and the book value (6) common of debt (short-term debt plus long-term debt), and the market values of shareholders' equity at the end of years -3 to 2. The stock measures -350 year. in return data are collected from year -3 (days -850 year to -101), 1 -601), to CRSP year -2 files, and are used (days -600 to -351), to align the financial data are taken from Compustat Industrial and Research forecasts are collected from Value Line Investment Survey. proceeds are taken from the Wall Street Journal and frequent years of offerings are 1980 (23%), 1981 risk-adjusted announcement respectively, both significant at the approximately 25% of the large negative outliers. The 1% magnitude have negative announcement Smith [1986]. Files. (days returns level. 8 Analysts' earnings Intended uses of the offerings' offering prospectuseis. On average, this mean results are similar to those -3.1% reduction in return is and -2.0% equity value is sample firms not driven by a few of earlier studies tests reported in the following sections provide the information implied by this price decline. are Eighty-five per cent of the returns, indicating that the These sample the The most The mean and (14%) and 1976 (11%). for of the offer. to Earnings and other presents the distribution of the 93 sample primary offerings by year. 1 -1 earnings announcements relative the equity offer dates, are obtained from the Walt Street Journal Index. median year (days 101 to 350) and year 2 (days 351 to 600) relative to the offer The earnings announcement dates, used Table estimate risk to summarized in evidence on the nature of 9 4. CHANGES INFORMATION CONVEYED BY EQUITY OFFERS ON EARNINGS Evidence on Time-Series of Actual Earnings Changes 4,1 To test whether equity offers convey information about subsequent earnings declines, examine earnings changes surrounding the computed for sample firms in years -5 offer to 4.9 these years are expressed as a percentage of the common stock offering, earnings change for firm j Pj, in its earnings per share in stock price two days before the year t , AEjt, is 4 t=-5 Industry in the for the offer firms' industries for same these same firm in announcement of The standardized we median standardized earnings are estimated for also estimate for years -5 to 4 Industrial each median For each offer fiscal years. SIC code on the 1986 Compustat four digit each (4) standardized earnings changes, as defined above, are computed other firms firms. for defined as: the effect of clustering of equity offers over time, earnings changes firm, Changes Annual earn'ngs changes are so that results can be aggregated across AEj, = (Ei,-Ej.t.i)/Pj. To assess announcements. we for all and Research offer firm files. and year, where industry-adjusted standardized earnings changes for a firm are computed as the difference between its standardized earnings changes and Summary in Panel A statistics of Table 2. significance of the Student earnings changes for the stock price increase in industry medians. on standardized earnings changes t and Wilcoxon Signed Rank mean and median values conventional levels its equity years -5 for offering issue to -1. firms respectively. for the offering firms tests are used to This earnings growth in statistical The mean and median standardized sample are generally positive and documented are reported assess the is significant at consistent with the pre-offer earlier studies. There is, however, no 10 evidence that offering firms have systematic earnings declines subsequent the in mean earnings changes the pre-offer years. Summary Table Similarly, the statistics in and years 2, The test firms changes than There have years 0, 2 projects with earnings payoffs to decline, since the in 5% and 4.2 means positive in years 0, 2 level or better) 3, inconsistent with the earnings. increase We beyond the in If earnings will in 5% and 3. Panel B of level for all median earnings hypothesis that equity decline.io the cash proceeds of the stock issue are invested five years, number check the of earnings per share shares sensitivity of may to in years to 4 are in likely not be offset by a corresponding our results to analysis using restated earnings per share data for years of shares. In fact, a potential bias from using earnings per share rather than total earnings to compute standardized earnings changes. increase to the offers. as large as the are insignificant at the significantly higher (at the to investors the information that post-offer is is at least on industry-adjusted earnings changes are reported their industries in convey and are median earnings growth The mean industry-adjusted earnings changes 2. years. offers are positive this bias by repeating the 4 based on the pre-offer number The conclusions are unchanged. Evidence on Revisions in Analysts' Earnings Forecasts Value Line Investment Survey's quarterly earnings forecast revisions are examined as an alternative information. i^ test of the hypothesis that equity offer announcements convey negative earnings Depending on the quarters for which forecasts are fiscal quarter in made forecasts each quarter to incorporate announcement. which the report varies from two to six. new is issued, the number of Value Line revises these information, including the most recent earnings 1 From Value Line reports issued immediately before collect earnings forecasts for quarter 5, depending on data quarters 1 to {\he quarter of tfie announcement) and 5 are collected from the subsequent Value Line report. ^z standardized forecast error for quarter is for quarters For each to 1 and revised forecasts Actual earnings for quarter availability. we the equity offer announcement, for firm, the the difference between actual and forecasted earnings, deflated by the firm's stock price two days prior to the equity offer announcement; standardized forecast revisions in earnings forecasts deflated by the Summary quarters 1 to statistics quarters same 1 to 5 are differences stock price. on standardized forecast 5 are reported in Table 3. Data The mean standardized significant at less than the 1% level. less than the in 1% level Thus, except The mean The and revisions errors for quarter for computing forecast errors are available for 71 of the sample firms. 13 insignificant at conventional levels. between pre- and post-offer forecast error in quarter forecast revisions in quarters revision for quarter 3 for quarter 3, there is is 0.21% and is 1. 2, -0.16% and is for is 4 and 5 are significant at no evidence of a downward revision analysts' earnings forecasts following the equity offering. These forecast revisions incorporate information announcements, but also from the earnings announcements analysts revise earnings forecasts in response standardized earnings forecast revisions return and the standardized forecast in to not only equity offer The equity To offer whether test announcements, we regress each quarter on the equity error in quarter 0. from for quarter 0. coefficient offer announcement on the equity offer announcement return reflects the earnings information provided by the offer, after controlling for information from the forecast error is insignificant at the 5% level in each in quarter 0. The equity offer announcement of the cross-sectional regressions for quarters coefficient 1 to S.'* 12 4.3 Summary These subsequent to the offer announcement, relative either to prior years' earnings or to the firms' industry earnings. Further, there by reducing earnings forecasts equity offer is no evidence that analysts respond for quarters subsequent Therefore, to the offer. announcements do not convey information about declines Tests of changes risk information the systematic in examined. Next, the analyzed. Finally, 5.1 in announcements we conclude that future earnings. to in in these components, sample firm using the prior (years -3 to -1) of equity systematic risk, we in in years -3 to i.e., First, risk are asset and financial risks, are in Variance post-offer firm-specific stock return variance To examine changes either equity beta or residua! return variance. estimate the equity beta and unsystematic market model in equation This model (1). and two years subsequent (years also evaluate whether there are offer firms' industries. of firm-specific equity Equity Beta and Residual Return using daily stock returns for the firm and the We three stages. in cross-sectional earnings volatility are investigated. section 2, an increase an increase offers are presented and unsystematic components Evidence on Changes can be due conveyed by equity components changes As discussed for to offer RISK INFORMATION CONVEYED BY EQUITY OFFERS 5. in do not have systematic earnings declines findings indicate that equity offer firms CRSP changes 1 and 2) is risk ( Peanda^) for each estimated for three years to the offer announcement equally-weighted market portfolio. is in systematic and unsystematic risk for the For each test firm, equity betas and residual variances are computed 2 for other firms in the same four digit SIC code on the 1986 Compustat 13 Industrial and Research offer firm and year. To changes test betas in years computed offer firms' systematic equity risk, in we compute t each we compute statistics to test A Z these years are significantly different from zero. each year using the sample for computed as statistics are in of these variables are then estimated for For each offer firm -2 to 2. whether the estimated beta changes statistic is means whether there are changes their in Industry files. distribution of estimated t statistics. The Z follows: N Z = (1/ n'N I ) tj /Aj/(kj-2) (5) j=1 where, = tj The Limit of N. beta t kj = degrees of freedom N = number is j Theorem, the sum The Z for year statistic is t (t statistic is test t t Wilcoxon Signed Rank mean and median each in years -2 to 2; Under the Central with variance kj/(kj-2). normally with a variance statistics is distributed significantly different whether there j sample. zero. is is years -2 for equity beta for firm and distributed Student changes are computed in a standard normal variate under the = -2 to 2) different from zero in j; of the standardized evaluate whether the To for firm of firms in the statistic for firm the median beta to estimates of the change statistic for t from zero. beta changes null hypothesis that the change statistics are used to test whether The same for the in test statistics are used offer firms' industries are to 2. is a significant change firm in years -2 to 2. in The market model residual variances, an F significance of the sample distribution 14 each year of these statistics in is tested using the following Chi-Squared statistic: N X2 -21 = In pj (6) J=1 where firms the probability associated with the F statistic for firm Pj is Under the sample. in degrees The same procedure freedom. of sample the null hypothesis that the no different from that expected by chance, j, and N used the distribution of the this statistic is distributed is is F number of statistics is Chi-Squared with 2N to test the significance of the changes in residual variances of the offer firms' industries in years -2 to 2. Summary are reported in year -1 in to median value statistics for A Panel 1.33 in year is 10% level. The beta change estimates from year r\/lean also reported 1 is There level. 1 to 2 is also in 1% in Panel in A of This change does not appear not significant at the Table 4. is is to significant at the 5% level. a similar increase level. not due in Thus, consistent with increases to non-stationarity of the -1 the beta are not significant at the in level. ^^ betas in Equity offer firms '•s is be temporary since the mean change 5% the pre- and post-offer periods. 0.06 which betas of the offer firms risk of the offering firms estimates for years -2 and and median equity betas and changes industries, both year 1% evidence that the systematic equity mean changes in equity beta of the offer firms increases from 1.23 significant at the the year subsequent to the equity offer. estimates since the in 1, The mean 4. of beta in these years, also significant at the hypothesis H2A, there in estimates of equity betas and changes Table of in for the offer firms' industries are general have larger betas than their The mean beta change for the industries However, the median beta change in this 15 year is only 0.01, insignificant at the 10% the offer firms cannot Summary firms and be explained their industries in (median) residual variance reliable difference These level. statistics for is about 0.05% (0.04%) in all in Panel B of Table There years. five is for the 4. no unchanged during period. ;his do not experience changes H2B. There to increase the unsystematic risk of the offer firms' industries offer, inconsistent with is in statistically The evidence their in asset-pricing model, Industry therefore unsystematic also no evidence that there risk is an these years. in significance of the magnitude of the equity beta increases for the offer documented above can be assessed using a simple valuation model. Assuming flows are constant sample The mean distribution of residual variance across year. subsequent firms other years are by industry factors. years -3 to 2 are reported between the sample The economic all estimates of the market model residual variances indicates that the equity offering firms in in influenced is results indicate that the post-offer beta increases for entirely residual variances also remain generally an equity mean change the level, indicating that The mean and median changes by a few extreme observations. insignificant at the 10% perpetuity, the discount rate and the risk-free rate constant, the percentage decline (R() is cash determined by the two-parameter capitai- and expected stock price given a change in that risk in premium (E(Rm) equity beta (R|APe) - R() are will be as follows: -APe(E(R^) RlApe - (7) R(+Pep(E(Rm) where. E(Rm) R,) = is - Rt) the expected return on the market. Ape 'S the change in equity beta, and p^j is 16 Between years the post-offer equity beta. offering firms increases from betas. If the market 1.23 to 1.33. premium risk 4% the 1 Consider a 5.6% stock 7.8% as to and 8%, and the is implies that this beta increase leads to a predicted to range from -1 the Thus, on average, the observed change in mean risk-free rate price decline. i^ assumed of equity these pre- and post-offer firm with is 5%, expression The stock risk-free rate varies sample the betas of our sample Pe for our price decline from firms is (7) 10% to is 0%. approximately consistent with the magnitude of the stock price reaction to equity offerings.20 To see whether the observed risk changes are investors by the equity offer announcement, between the valuation announcement the equity offer zero at the 5% These level. change, computed The return. 21 results could each to correlations firm using equation (7), and correlations are not significantly different from be due error. 22 An alternative explanation but unrelated to the equity offer announcement. interpretations, for conveyed measurement to errors, since the valuation changes are computed using a simple model, and betas themselves are effects of equity beta estimated with effect of the risk related to the information we examine Pearson and Spearman we examine managers' is that the beta To provide change is contemporaneous additional evidence stated motivations for the offers in on these section 6 of the paper. 5.2 Changes in Increases leverage. above is Asset Betas and Financial Leverage in equity betas can arise from increases However, as noted expected to be due To provide evidence on to in in either asset risk or financial hypothesis H3, the post-offer equity beta increase documented an increase this hypothesis, in asset risk we decompose and not an increase in financial leverage. offer firms' equity betas into asset betas 7 1 and financial leverage. Financial leverage, the ratio of a firm's total value to the value of for of each sample common The value firm for years -3 to 2. sum firm is the and of the value of equity at the book values the measured using of equity is stock plus the book value of preferred stock end of the year. of short-term Asset betas are computed by unlevering equity betas using equation We also evaluate whether there are changes for other firms in same the Industrial and Research offer firm and year. four digit Industry Files. Mean and median years -3 to -1, A 0.94. 1% level, and appears in years -3 matched by the other in year to -1. firms 19% to (3) in section 2. leverage and asset of these variables are then 2, significant at 0.94 to for the in in 1% years -3 to The mean asset betas in year 1. This increase for is each for and asset betas for the test firms their are stable mean asset statistically year 2 is also offer firms are similar to those for their asset betas for the offer firms their industries. the in the risk for computed be permanent since the mean beta The increase in of the and long-term debt. Consistent with hypothesis H3, the ranging from 0.73 to 0.78. The mean and median asset betas industries betas means of Table 5 for years -3 to 2. beta for the offer firms increases by significant at the The value SIC code on the 1985 Standard and Poor's Compustat asset betas and changes industries are reported in Panel in in financial computed is the market value For each test firm asset betas and leverage are computed offer firms' industries. 2 equity, its While there level, the offer firms still is an increase in in year 1 is not industry asset have higher asset betas. 18 Mean and median financial leverage presented their industries are differences between the and change Panel B of Table 5 in mean and median patterns. from zero in The median leverage changes years -2 and decreases from 1.50 in in equity beta matched by 5.3 to in we to year 1% year consider to their industries. The median 2 and the median changes in and There are some 2. The be more representative of the for the offer firms are not significantly different In The decrease 1 median leverage the 1, of the offer firms Thus, consistent with H3. there level. can be attributed to an increase the offer firms' leverage in to year in is no in test firms' 1.41, still is not 1 industry leverage remains about 1.55 during the years -2 to 2 are insignificant at the 10% level.23 Evidence on Post-Offer Earnings Volatility To corroborate the increase in asset betas documented above, standardized earnings changes (as defined equity offer number announcements. of time-series rather than Since time-series data.24 significance of year-to-year The variances and the pre-offer values. in equation we examine a observations per firm is (4) in sample Therefore, the volatility of surrounding the section 4.1) relatively recent limited. we examine of equity offers, the we use cross-sectional Cross-sectional variances and interquartile ranges for the standardized variables are computed in years -3 year 2 the median leverage of the offer firms increases lower than the pre-offer level. years -3 level. to 1.36, significant at the evidence that the increase financial leverage, 5% at the -1 for for the equity offer firms results, due a few extreme observations. following discussion focuses on medians, which sample leverage in changes in interquartile in years -5 variances. to 4 and an F test The is 0.07% in used to evaluate the results are reported in Table 6. ranges subsequent The variance, which is to the offer are generally larger year -1, increases threefold the year of the equity offer announcement, and this increase persists till year 5. to than 0.20% An F test 19 indicates that the variances 1% at the 1 than the years in to 5 are significantly greater than the variance Further, the earnings variance level. maximum pre-offer variance year (in each in -4). The of the post-offer years in The increased earnings equity betas findings from interquartile ranges corroborates the increase in to a few asset and documented above. To evaluate whether by other firms in have the same four Research Files. price two days digit increase this same the median earnings patterns. that volatility - greater is are consistent with the variance results, suggesting that the above results are not due extreme observations. year industry, in cross-sectional earnings we examine volatility experienced is the cross-sectional variance of industry For each test firm, earnings changes are estimated for other firms SIC code on the 1986 Standard and Poor's Compustat The earnings changes for each comparison prior to the test firm's offer earnings changes are constructed for Industrial firm are standardized announcement and industry by its and stock median standardized years -5 to 4. Estimates of the cross-sectional variance and interquartile range of standardized earnings changes reported in of industry for the industry Panel B of Table median earnings 6. in medians There is years experienced by the equity offering firms earnings 5.4 no in to 4. is years surrounding test firms' equity offers are significant increase in the cross-sectional variance The post-offer increase in earnings volatility therefore not due to an industry-wide increase in volatility. Summary Results of the that the risk tests reported sample firms experience a in this section are summarized significant increase in asset risk in Figure 1, and a decrease and show in financial 20 leverage subsequent to equity offers. The changes equity betas. matched by other are not in The net effect of these changes is increase post-offer to asset betas, equity betas, and financial leverage of the offer firms firms in their industries. The average increase in equity betas is consistent with the magnitude of the average stock price decline at the offer announcement. Increases in the cross-sectional volatility of earnings corroborate the findings on asset and equity betas. changes offers convey information to investors on 6. changes subsequent These the offering to findings indicate that primary equity business in offer firms* risk. DISCUSSION The increase in asset risk and decrease in financial leverage documented above are consistent with the implications of the capital structure models of Donaldson (1961), and DeAngelo and Masulis [1980]. between costs of financial distress are likely to issue firm's common business risk. about their firms' asset To proceeds. offer to retire and in the probability of financial distress, Managers' decisions risk increase and validate this interpretation, The stated uses when to issue new due to equity therefore they perceive an increase in the convey information leverage decrease to the market.25 we examine of equity offer the stated proceeds, reported to in and actual uses of the offer the Wall Street Journal and the use the proceeds to retire debt. percent of the sample state that the primary use of the funds generated by the offer debt (48 firms) or to increase the equity base (four firms). sample 8% [Managers therefore interest tax shields from debt. and the prospectuses, indicate that a majority of firms intend Fifty-six the predict that capital structure decisions reflect a trade-off stock to reduce their firm's financial leverage has been an increase that there They of firms state that the funds are to be used In contrast, primarily to finance new only 27% is of capital projects, the firms report that the intended uses are for working capital (two firms) or 21 general business purposes (five 9% The remaining firms). 26 sample of the do not firms disclose the intended uses of the funds.27 Several sample firms plan to reduce leverage. explicitly mention that the proposed equity offering For example, Gould Inc. states in its annual report part of a is for the offer year, that: emphasis this year on strengthening our balance sheet. plan to reduce the level of total debt to capitalization from the current 39.7% ...we are placing special We to below the 34% ...We (also) just level. with the filed SEC a registration shares of common stock. Dependent on market conditions, we will probably proceed with this plan in late September or early October. Proceeds from the proposed financing will be used to increase the company's equity base through the retirement of medium term bank loans and short-term debt. (Chairman's letter to shareholders. Annual Report for the period ending June 30, 1976). statement to sell one million Value Line analysts also discuss the implications of equity offers The most frequently mentioned effect flexibility. For example, the Value Line report on Tenneco, announcement states offering of 3 million leverage and increase Inc. subsequent in firms. financial to the equity offer ratio The company recently completed an These were issued in the place of bonds to under the 60% ceiling. ... the proceeds will be used to retire common shares. Evidence on actual uses of the May offer 1, 1970). proceeds is consistent with managers' stated Figure 2 reports sample medians of net debt issues, net equity issue proceeds, and capital expenditures for the offering firms in years surrounding the offers. variables are standardized by its year-end total assets. For each firm these Net proceeds of equity issues (the value of issues less treasury stock acquisitions) are close to zero contrast, the sample with equity this year. short term debt (Value Line Report, intentions. in for the that: Tenneco financed keep the debt the reduction is in median proceeds from equity issues as a percent years -5 to -1 of assets in and year debt issues (short- and long-term debt issues less retirements) increase from to 4.28 1 is 2% 6.3%. of in Net assets in 22 year -5 the to 5% magnitude in of year -1. which is year In comparable sample firms switch from debt net annual borrowing is there is to the a sharp decline increase to equity financing 2% stable at about in in in the offering firms" borrowing, funds from equity issues, indicating that this Subsequent year. of assets.29 There is to the equity offer, no evidence of a change in capital expenditures in the equity offer year. 7. SUMMARY This paper investigates the nature of the information conveyed by primary equity offer announcements. We find that: (1) Offer announcements convey information about changes since they are accompanied by increases leverage, the net effect of which betas (2) is is to increase asset betas, and decreases in equity betas. On average future risk in the increase financial in equity consistent with the average stock price reaction to the offer announcement. The information conveyed by equity offers risk do not experience offer firms' industries announcements do These not when they foresee an increase business volatility risk. The firms' managers decide in volatility information to Equity offer issue equity and reduce financial leverage of their firms' Investors, and equity betas upward, findings of this conveyed by the offer firms' future earnings levels. earnings due to an increase in recognizing that managers have superior information on their firms' prospects, interpret offer The (3) in stated reasons for equity offers and their post-offer earnings support this interpretation. the offer firms' asset firm-specific since other firms and leverage changes. similar risk convey new information about results indicate that is announcements accordingly and resulting in a negative paper have implications for firms' capital structure decisions. future Miller revise market reaction. theoretical work on the and Rock (1985) use a 23 single model to analyze capital structure and dividend decisions and predict that both convey information on future earnings levels. While the findings of Ofer and Siegel [1987], and Healy and Palepu [1988] confirm the prediction earnings levels, risk. convey information on paper finds that the information conveyed by equity offers is future about future This suggests that separate models are necessary to analyze dividend and capital structure decisions. fVlajluf this that dividend decisions The models of Donaldson (1961), DeAngelo and Masulis [1980], and Myers and [1984] are broadly consistent with this paper's findings. that there is scope asset risk changes in for refining these models by equity offer decisions. explicitly However, our results suggest considering the role of systematic 24 REFERENCES Asquith, Paul and David Mullins, Equity issues and offering dilution, Journal of Economics Financial (1986): 61-89. Brealey, R. and S. Myers, Principles of corporate finance, McGraw-Hill. New York, 1984. DeAngelo, H. and R. Masulis, Optimal capital structure under corporate and personal taxation, Journal of Financial Economics (1980): 3-29. Donaldson, Gordon, Corporate debt capacity, Boston. Division School, 1961. Hamada, Robert S.. The effect the firm's capital structure on the systematic risk of stocks. Journal of Finance Heaiy. Paul M. initiations common (1972):13-31. and Krishna G. Palepu, Earnings information conveyed by dividend and omissions, Journal of Financial Economics (1988): 149- 175. Ibbotson, R.G. and R.A. Sinquefield. Stocks, bonds, Financial Analysts Jain, Research, Harvard Business of Research Foundation, bills and inflation: Charlottesville, The past and Virginia, the future, 1982. Equity issues and changes in expectations of earnings by financial analysts. Unpublished paper, Wharton School, University of Pennsylvania, 1988. Prem C. Jensen, M.. Agency costs of free cash flow, corporate finance and takeovers. American Economic Review (1986): 323-329. Masulis, Ronald and Ashok Korwar, Seasoned equity offerings: An Economics (1986): 91-188. empirical investigation. Journal of Financial Masulis, Ronald, 1983, The impact Journal of Finance Mikkleson, Wayne, and (1983): Megan of capital structure change on firm value: Some estimates. 107-126. Partch, Valuation effects of security offerings and the issuance process. Journal of Financial Economics (1986): 31-60. Miller. Merton and Kevin Rock. Dividend policy under asymmetric information, Jpijrngl Finance (1985): 1031-1051. pf Myers. Stewart and Nicholas Majluf. Corporate financing and investment decisions when firms have information that investors do not have. Journal of Financial Economics (1984): 187-221 and D. Siegel, Tests of signalling models using expectations data: An application to dividend signalling. Jnnrnai of Finance (1987): 889-911. Offer, A. 25 Schipper, Katherine and Abbie Smith, offerings: Sfiare Economics price (1986): A comparison effects of equity carveouts and seasoned equity and corporate restructuring, Journal of Financial 153-186. Schioies, Myron, Market for securities: Substitution versus price pressure and the effects information on share prices. Journal of Business (1972): 179-211. of Investment banking and the capital acquisition process. Journal of Smith, Clifford, Financial Jr., Economics (1986): 3-29. 26 FOOTNOTES Two other explanations have also been proposed. Jensen (1986) suggests an agency cost 1. explanation for the negative nnarket reaction to equity offer announcements. Assuming that there is a between managers and stockholders, he argues that the negative market reaction is conflict of interest due to investors' expectations that the increased free cash flows from an equity issue will be used by managers for value-reducing activities. This paper assumes that managers act in the interest of shareholders and therefore does not test this explanation. Another view is that selling equity causes a However, firm's stock price to fall because the demand curve for its shares is downward sloping. theorists reject this view level and riskiness of its by arguing cash flow. that the price of a security is determined solely by the expected DeAngelo and Masulis point out that in the absence of financial distress costs, capital structure is determined by a trade-off between interest tax shields and other tax shields, such as depreciation and investment tax credit. 2. 3. Masulis (1983) provides evidence on this hypothesis for a sample of exchange offers. 4. While Myers and Majluf's model assumes that the proceeds are used for a new investment project, debt retirement, provided this has a positive net present value for their analysis is also applicable to shareholders. Mikkleson and Partch (1986) use the following proxies: (1) the net amount of new financing They offer, (2) the size of the offering, and (3) the stated reasons for the offering. conclude that their results do not support the hypothesis that stock issues convey information about a Masulis and Korwar (1986) firm's earnings prospects, assets-in-place or investment opportunities. examine the relation between equity offer announcement returns and (1) the proportional change in outstanding shares of common stock, (2) the offering-induced leverage change, (3) the pre-offerannouncement price run-up, and (4) the pre-offer-announcement stock return variance. The only 5. provided by the variable found to be related to the offer announcement return is the pre-offer price run-up. Asquith and Mullins also examine secondary equity offers. This paper focuses on primary offerings since it is possible that the nature of information provided by the two is different. To investigate this Results of these issue, we also analyze earnings and risk information conveyed by secondary offers. 6. tests are 7. discussed briefly in footnote 25. This restriction eliminates observations for repeat offer firms. If there is a systematic difference between these observations and those in the sample, our results may not be generalized to all equity offers. There is no current theory that distinguishes between repeat and infrequent equity offerors. 8. Risk-adjusted announcement returns are market model prediction errors for one day prior to and The market model parameters are estimated the day of the Wall Street Journal report on the offering. using returns for the firm and the 9. CRSP equal-weighted market portfolio Since equity offers occur throughout the include earnings for some fiscal in days 101 year, the fiscal year earnings quarters announced before the offer and some to in 350. the offer year quarters after the offer. To separate earnings before and after the equity issue announcement, the earnings tests also are performed using annual earnings constructed from quarterly data collected from Compustat Quarterly Files. We construct annual earnings for year using earnings from the four quarterly announcements 27 subsequent to the offer (quarters 1 to 4); year -1 earnings are constructed from the four quarterly earnings prior to the offer date (quarters -4 to -1). Similarly, earnings for years -6 to -2 and 1 to 4 are constructed using earnings from quarters -24 to -5, and 5 to 20 respectively. The results using earnings defined this way are not materially different from those reported in the paper for fiscal year earnings. 10. We examine the cross-sectional relation between standardized earnings changes and the equity offer announcement returns. The correlations are insignificant at the in years 10% to 4, level in all years. Another source of earnings forecasts, commonly used by accounting researchers, is the IBES We do not use this source because IBES forecasts are not available for many of our sample Jain (1988) analyzes revisions in IBES forecasts for a recent sample of equity offers. 11. database. years. We 12. sample equity find that the firms, Value Line reports discuss the offer and its financial implications for each of the indicating that their post-offer forecasts are likely to incorporate information from the offers. To ensure that from the Value Line 13. all available forecasts are included in the analysis, reports are collected directly Value Line reports are unavailable for 22 sample firms. The number of quarters with forecasts available varies from firm to firm. Seventy and 60 observations are available in quarters 1 and 2 respectively; the number of observations declines markedly in subsequent quarters. Thus, the results are not directly comparable across quarters. The 14. library. coefficient of the quarter quarters other than quarter all 3. forecast error The is insignificant at the coefficient for that quarter, suggests that the negative forecast revision in that quarter forecast error in quarter 0, and not equity offer information. level, The 15. tests 10% which level in regressions for is significant at the 5% conveyed by the reflects information have been replicated using value-weighted market returns and also Scholes-Williams Our conclusions are unchanged. estimates of betas. 16. The test is based on the sample distribution of the parameter differences. parameter differences are independent across firms in the sample. The reported overstated if this assumption is violated. The mean estimate 17. of a for the equity offer firms in year -1 is 0.0004 and It assumes that the test statistics will be statistically significant consistent with the results of Asquith and Mullins, who report that equity offering firms experience significant positive excess returns prior to the offer announcement. The mean estimates of a for the other years are not significantly different from zero at the 5% level. 1% at the level. This finding is positive pre-offer excess returns may cause the estimate of offering firms' equity betas in year be biased downward. However, this bias, if any, does not appear to explain the reported increase in year 1. This is because the mean equity beta in year 1 is also significantly larger (at the 5% level) than the values in years -3 and -2, even though estimates of a are not significant (at the 5% level) in these years. The Z statistic for the mean increase in 3 is 3.14 for years 1 and -2. and 1.85 These -1 to in beta for years 18. We 19. 1 and -3. perform appropriate statistical tests, not reported in Table 5, Ibbotson and Sinquefield (1982) report that the average annual to verify risk this statement. premium (the return on 28 common stocks minus the return on treasury average annua! return on treasury bills during We 20. bills) changes also estimate the valuation effect of risk the above model. The mean and median implied during the period 1926 to 1981 period this was 8.3%. The was 3.1%. each of the sample firms separately using comparable to those reported above. for price declines are The valuation effect of the risk change is computed using firm changes in equity beta between and -1, a market risk premium of 8%, and three alternative risk-free rate assumptions, 0%, 5% and 10%. Equity offer announcement returns are risk-adjusted returns for the day before and the day of the Wall Street Journal report of the event. Two measures of risk-adjusted returns are computed, using pre- and post-offer market model parameters. The results are similar for these 21. years 1 variable definitions. different To examine the effect of using the simple valuation model, we re-estimate the correlations using 8 changes themselves rather than their valuation effects. The results remain insignificant. 22. The mean 23. results do not change the primary conclusion of the leverage analysis, namely, that leverage in year 1. However, in contrast to the median decrease in year -1 and no increase in year 2. For offer firms' industries, the only difference in the mean and median result is in year 1. While the median leverage change in that year is insignificant, the mean leverage change is positive and significant at the there a significant decline is results, mean 5% level. 24. This procedure sample in offer firms' results indicate a leverage assumes that the distribution of standardized earnings changes is the same for all and does not discriminate between changes in firm-specific and market-wide risk Because of these limitations we view these tests as secondary to the return-based tests. firms, changes. Asquith and Mullins (1986) find that secondary equity offer announcements, which do not change structures, also produce a negative market reaction similar to that for primary Since the capital structure interpretation of primary equity offers cannot be applied to secondary offers, we expect the information conveyed by the two events to be different. To test this, we briefly examine risk and earnings changes surrounding 85 registered secondary offers from the period 1963-81. The sample comprises all secondary offers examined by Asquith and Mullins which satisfy the same criteria used to select primary offers in our study. In contrast to the findings for primary offers, we find that secondary offer firms have lower earnings, but no changes in risk in the 25. firms' capital offerings. post-offer period, confirming that the information 26. Twenty-one new that they plan to use the proceeds We use the proceeds for new capital expenditures whereas only four firms indicate unrelated business expenditures. for separately examine post-offer asset beta changes for firms that state that they intend using new investments, and to retire debt. groups are not significantly different 29. different. projects are expansions of current businesses, the proceeds to finance 28. is of the firms that state they plan to indicate that the 27. conveyed by these two events The sample at selection requires firms to Industry net borrowing ranges from sharp decline year period. in 10% the year 0. one Net equity offers have no equity to The post-offer beta changes for the two level. offers in years -5 to -1. two percent of assets for the sample in years -5 to 4 and there is no zero throughout the ten firms' industries are Table Distribution in of primary stock offerings by year for 93 sample firms* the period 1966 to 1981 Number Year 1966 1967 1968 1969 1970 1971 1972 1973 1974 1975 1976 1977 1 of firms 2 1 3 3 7 8 3 1 1 8 10 1 1978 1979 1980 21 1981 13 5 6 Percent of Summary statistics on changes m earnings per share as a percentage of initial equity price for years surrounding primary equity offer announcements^-'' Period to relative equity offer Panel A: Raw Year 5 - Number of firms earnings changes Third First Meanc quartile f^edianc quartile Table 3 Summary statistics on analysts' earnings forecast errors and forecast revisions as a percentage of initial equity price for quarters following primary equity offer announcements^ Period relative to equity offer Number of firms Third First Meanb quartile Median^ quartile Analysts' forecast error: Quarter 71 Analysts' forecast revisions: Quarter 0.21 %c -0.03% 0.1 0%c 0.41% Summary statistics on market model risk parameters for firms announcing primary equity offerings and their industries in years surrounding the offers^.** Year -2 EQU'ty offer firms: relative to offer -1 announcement 1 Summary statistics on asset betas and financial leverage (or (irms announcing primary equity offerings and their industries m years surrounding the otfers^b Year -2 EQVUy Qff?r firms: relative to offer -1 announcement 1 Table 6 Summary on cross-sectional earnings per share as a percentage of statistics announcing primary equity offerings Period to Panel A: Year Number relative equity offer Raw of observations in variability initial 92 92 92 92 93 93 93 91 88 changes in years surrounding the offers^ Estimated variance earnings 91 of equity price for firms 0.06«/ Interquartile range Figure Summary 1 median changes in asset betas, financial leverage, and equity betas for equity offer firms and tfieir industries in years surrounding offer announcements of Panel A: Equity 0.15 • offer firms f3 O e -S O) 3 u « 3 3 »_ cr o o * C U) 2 nj cn >» qj {8 « a <» « 2 <D 9-10 _ -C CO >— CD J3 to r- T3 :.07; k(} Date Due 3 TOflD DD72a71fl 7