.. I--<‘;Q ,..u nu...» ,u‘ ._-.. . l 4:1' ”2““ .LleRY ' 20.: 3 Michigan State University This is to certify that the dissertation entitled INVESTMENT, ACQUISITIONS, AND FINANCIAL CONSTRAINTS presented by JOSHUA ROBERT PIERCE has been accepted towards fulfillment of the requirements for the Doctoral degree in Finance W All/flex Major Professor’s Signature 5/ l/ / Zoo 7 Date Doctoral Dissertation MSU is an affirmative-action, equal-opportunity employer PLACE IN RETURN BOX to remove this checkout from your record. To AVOID FINES return on or before date due. MAY BE RECALLED with earlier due date if requested. DATE DUE DATE DUE DATE DUE M M M 'WW ‘7 -‘ luVV‘Y 6/07 p:/CIRCIDateDue indd-p.1 INVESTMENT, ACQUISITIONS, AND FINANCIAL CONSTRAINTS By Joshua Robert Pierce A DISSERTATION Submitted to Michigan State University in partial fulfillment of the requirements for the degree of DOCTOR OF PHILOSOPHY Department of Finance 2007 ABSTRACT INVESTMENT, ACQUISITIONS, AND FINANCIAL CONSTRAINTS By Joshua Robert Pierce In this dissertation we examine the determinants of investment at the firm level. We investigate the impact of cash flow on investment, ownership on investment, and finally the classification and correlation of qualitative measures of financial constraint status with quantitative accounting variables. In the first essay we use a unique, hand-collected dataset, and find a significant positive relation between a firm’s U.S. advertising spending and its contemporaneous foreign cash flow. This relation holds even after controlling for factors that should be related to the optimal level of US. advertising and is stronger for subsets of firms that we expect to be relatively more financially constrained including younger firms, firms that pay low dividends, highly levered firms, firms with low credit ratings, and firms that do not hedge. Our evidence supports the important hypothesis that there is a causal and economically substantial link between a firm’s cash flow and its investment decisions, even for intangible investments such as advertising. In the second essay we study a sample of 555 brands that experience an ownership change and find that new owners Often sharply increase or decrease advertising spending on the acquired brand, with large cuts being particularly common. Increased private ownership of a brand is associated with a significant downward shift in advertising relative to other deals. Buyers tend to cut advertising in existing brands that closely overlap with purchased brands, but do not cut spending on non-overlapping brands. Combined buyer-seller announcement returns are positively related to some measures of post-acquisition downward shifts in advertising spending. Acquired brands do not on average experience significant losses in market share, even when advertising spending is revised downwards. Our evidence is consistent with the hypothesis that the identity and characteristics of an asset's owner are important determinants of investment policy for the asset. In the final essay we examine the annual reports of 400 randomly chosen companies between 1995-2004 to investigate both the existence and implications of financial constraints based on qualitative and quantitative measures. We extend the work of Kaplan and Zingales (1997) and use over 1900 firm-year Observations to construct indicators of financial constraints based on the management discussion and analysis section of annual reports and quantitative measures constructed from accounting data on COMPUSTAT. We use these measures to investigate how stable financial constraint classifications are over time and how robust they are to sample size issues. Further, we are able to ascertain whether the correlations between qualitative and quantitative measures of financial constraints have changed over time and what is driving this change. Finally, we re-investigate the sensitivity of investment to cash flow using an updated and more heterogeneous sample. We find that (1) the distribution of financial constraint status has changed over time (2) the correlation between quantitative factors and qualitative financial constraint classifications has changed and (3) the relation between investment and cash flow has decreased over time and is a questionable measure of financial constraint status when cash flow and investment are positively correlated. Copyright by JOSHUA ROBERT PIERCE 2007 To Renee and Willow ACKNOWLEDGEMENTS My deepest appreciation goes to my wife Renee. She was undoubtedly the largest factor in the completion of my degree. I could not have done this without her overwhelming love and support. I am also indebted to my parents Bob and Sharon Pierce who instilled in me a work ethic that allowed me to complete my degree. My brother Brian provided much needed humor and support throughout the process. Of course, without my inquisitiveness in the stock market from my grandfather Robert E. Pierce, I would have never gone into finance. I thank him from the bottom of my heart. I thank the members of my dissertation committee Ted Fee (co-chair), Charlie Hadlock (co-chair), J un-Koo Kang, and Mike Mazzeo. I could not have had better chairmen. Words cannot express my gratitude towards Ted and Charlie. I especially thank Jun-Koo for admitting me into the doctoral program and for his never ending encouragement. Fellow graduate students Hoontaek Seo, Hyun-Seung Na, Kung-Shing Chang, and Jin-Mo Kim provided unwavering support and assistance and I would not have been able to complete this dissertation without them. vi TABLE OF CONTENTS LIST OF TABLES ................................................................................................... x ESSAY 1. INVESTMENT, FINANCING CONSTRAINTS, AND INTERNAL CAPITAL MARKETS: EVIDENCE FROM THE ADVERTISING EXPENDITURES OF MULTINATIONAL FIRMS 1 .1 Introduction .................................................................................................. 1 1.2 Related Literature and Empirical Strategy .................................................. 4 1.2.1 Financial Constraints and Investment ...................... 4 1.2.2 Internal Capital Markets .......................................... 5 1.2.3 Advertising as an Investment ................................... 8 1.2.4 Empirical Strategy ................................................... 9 1.3 Data and Sample Selection ........................................................................ 11 1.3.1 Sample Selection ................................................... 11 1.3.2 Summary Statistics on Advertising ....................... 13 1.3.3 Foreign and Domestic Cash Flows ........................ 15 1.4 Models of Advertising Investment and Cash Flow ................................... 16 1.4.1 Firm Advertising and Firm Cash Flow .................. 16 1.4.2 US. Advertising and Foreign Cash Flow .............. 19 1 .4.3 Robustness ............................................................. 22 1.5 Financial Constraint Measures and the Advertising-Cash Flow Relation ............................................................... 35 1.5.1 Measures of Financial Constraints ......................... 36 1.5.2 Empirical Analysis ................................................. 37 1.5.3 Hedging .................................................................. 39 1.6 Conclusion ................................................................................................. 40 APPENDIX 1.TABLES OF ESSAY 1 ................................................................. 43 ESSAY 2. WHAT HAPPENS IN ACQUSITIONS? EVIDENCE FROM BRAND OWNERSHIP CHANGES AND ADVERTISING 2. 1 Introduction ................................................................................................ 49 vii 2.2 Motivation and Empirical Strategy ............................................................ 53 2.2.1 Value Creation and the Market for Corporate Assets .............................................. 53 2.2.2 Sources of Value Changes in Acquisitions ............ 55 2.2.3 Investment Policy and Changes in Control ........... 57 2.2.4 Owner Type and Acquisition Activity ................... 59 2.2.5 Advertising as an Investment ................................. 61 2.2.6 Empirical Strategy ................................................. 62 2.3 Data and Sample Selection ........................................................................ 63 2.3.1 Identifying the Sample ........................................... 63 2.3.2 Characteristics of Buyers, Sellers, and Transactions ........................................................... 67 2.4 Advertising and Market Share Changes Associated with Brand Transfers ......................................................................................... 68 2.4.1 Variability in Advertising Policy Around Ownership Changes ............................................... 69 2.4.2 Owner Type and Post-Acquisition Advertising ..... 72 2.4.3 Firm Characteristics and Advertising Changes ..... 77 2.4.4 Buyer Advertising and Brand Overlap .................. 80 2.4.5 Acquisition Returns and Advertising Behavior ..... 83 2.4.6 Acquisitions, Advertising, and Market Share ........ 87 2.5 Conclusion ................................................................................................. 90 APPENDIX 2.DATA CONSTRUCTION F OR ESSAY 2 ................................... 94 APPENDIX 3.TABLES OF ESSAY 2 ................................................................. 97 ESSAY 3. QUALITATIVE MEASURES OF FINANCIAL CONSTRAINTS: A CLOSER EXAMINATION 3A Inuoducfion .............................................................................................. 109 3.2 Related Literature .................................................................................... 111 3.2.1 Financial Constraint Status and Investment ........ 111 3.3 Empirical Strategy, Data, and Sample Selection ..................................... 112 3.3.1 Empirical Strategy ............................................... 112 3.3.2 Data and Sample Selection .................................. 113 3.3.3 Creation of Financial Constraint Variables ......... 114 3.3.4 Summary Statistics of Financial Constraints ....... 115 viii 3.4 Models of Constraints and Investment—Cash Flow Sensitivities .............................................................................................. l 16 3.4.1 Correlation of Qualitative Measures of Financial Constraints and Quantitative Variables ............... 116 3.4.2 Investment-Cash Flow Sensitivities by Financial Constraint Status .................................. 117 3.5 Conclusion ............................................................................................... I 19 APPENDIX 3.TABLES OF ESSAY 3 ............................................................... 121 REFERENCES .................................................................................................... 127 ix Table 1.1 Table 1.2 Table 1.3 Table 1.4 Table 1.5 Table 2.1 Table 2.2 Table 2.3 Table 2.4 Table 2.5 Table 2.6 Table 2.7 Table 2.8 Table 2.9 Table 3.1 Table 3.2 Table 3.3 Table 3.4 LIST OF TABLES Summary Statistics for Compustat Firms ...................................... 43 Summary Statistics for Top 1000 US. Advertisers ....................... 44 Regression Models Of Investment, Total Advertising, and Firm Cash Flow ....................................................................... 45 Regression Models of US. Advertising and Foreign Cash Flow..46 Regression Models of US. Advertising for Sub-samples Group by Firm Characteristics ....................................................... 47 Sample Characteristics ................................................................... 97 Characteristics of Buyers and Sellers ............................................ 98 Details of Ownership Change ........................................................ 99 Variability in Advertising and Brand Ownership Changes ......... 100 Advertising Changes and Type of Owner ................................... 101 Advertising Changes and Relative Characteristics of Buyer and Seller .......................................................................... 103 Advertising Changes in Buyer’s Brands and Purchased Brands ......................................................................... 105 Acquisition Announcement Returns and Advertising Behavior ................................................................... 106 Market Share Changes following Brand Ownership Changes 108 Sample Summary Statistics ......................................................... 121 Summary Statistics for Annual Financial Constraint Classification .............................................................. 122 Annual Financial Constraint Status ............................................. 123 Ordered Logit for Predictability of Financial Constraint Status .......................................................................... 124 Table 3.5 Investment-Cash Flow Sensitivity by Financial Constraint Status .......................................................................... 125 xi ESSAY l. INVESTMENT, FINANCING CONSTRAINTS, AND INTERNAL CAPITAL MARKETS: EVIDENCE FROM THE ADVERTISING EXPENDITURES OF MULTINATIONAL FIRMS 1.1 Introduction A large literature in economics and finance explores the role of financial constraints in the investment activities of firms (see Hubbard (1998) and Stein (2003)). This is a fundamental issue, since many of the capital market frictions studied by financial economists have the potential to influence firms’ investment decisions, thus possibly playing a substantive role in resource allocation. Despite the importance of this issue, received evidence is far from conclusive.l A common approach to studying the impact of financial constraints on investment, Often associated with Fazzari, Hubbard, and Petersen (1988), is to examine the relation between a firm’s investment and its cash flow. However, several studies, most notably Kaplan and Zingales (1997), have criticized this approach and argued that investment-cash flow sensitivities are often uninformative with regard to the presence of financial constraints.2 These papers argue that a firrn’s cash flow may be correlated with a firm’s investment opportunities in a manner that could generate the empirical patterns that researchers have identified in the data. A small strand Of research has attempted to overcome this methodological problem by identifying variations in cash flow that are independent of investment ' Chapter 1 and Chapter 2 of this dissertation are based on joint work with Charles J. Hadlock and C. Edward Fee. 2 See, for example, C1eary(1999), Kaplan and Zingales (2000), Erickson and Whited (2000), Alti (2003), and Moyen (2004). For a defense of the investment-cash flow approach, see Fazzari, Hubbard, and Petersen (2000). opportunities.3 This approach has been exploited in small samples by Blanchard, Lopez- de-Silanes, and Shleifer (1994) and Lamont (1997). More recently, Rauh (2006) uses this approach in a large sample context. He identifies exogenous variations in cash flow arising from pension funding requirements and finds that these variations have a surprisingly large impact on corporate investment. In the spirit of this strand of research, we present large sample evidence on the role of financial constraints on a special type of investment, namely advertising. We use a unique, hand-collected dataset on US. advertising expenditures by multinational firms, and study the role Of foreign cash flows in explaining U.S. advertising. After properly controlling for US. investment opportunities, if firms are unconstrained, we would expect to observe no relation between foreign cash flows and the amount a firm advertises in the US. However, if firms are constrained, we would expect variations in foreign cash flow to be transmitted to US. advertising decisions. Our key identifying assumption is that advertising is a local investment in nature, and thus cash flows from one locality should not be positively related to advertising elsewhere for an unconstrained firm. Consistent with this assumption, we find that foreign cash flows are not positively related to a firm’s subsequent cash flow growth in the US. In our sample of over 2,600 firm-years, we find that foreign cash flows do have a significant effect on US. advertising. This result is robust to a variety of specification choices. Our estimates imply that an increase of one dollar in a firm’s foreign cash flow results in an increase of around $033 in spending by the firm in the US. advertising 3 Researchers have also attempted to test for the presence of financial constraints on investment by looking at other implications arising from the presence of constraints including Euler equation implications [Whited (1992)] and implications concerning firms’ cash management policies [Almeida, Campello, and Weisbach (2004)]. outlets that we track. Since advertising is generally small relative to fixed investment, we show via some calibration exercises that this estimate is consistent with a relatively large effect of exogenous changes in cash flow on total firm investment, on the order of $.30 in increased total spending for each dollar of internal cash flow. After presenting our sample-wide estimates, we proceed by grouping observations into sub-samples based on financial characteristics that may be associated with financial constraints. Using several different a priori measures of constraints, we find that firms that are assigned to the more constrained groups generally do display a higher sensitivity of US. advertising investment to foreign cash flow. In addition, consistent with F root, Scharfstein, and Stein (1993), we find that the effect of foreign cash flow on advertising investment is smaller for firms that are engaged in currency hedging activities. We interpret these findings as providing evidence concerning which firm characteristics are associated with a firm’s financially constrained status. However, these results can also be viewed as providing independent confirmation of the validity of our empirical approach. Taken as a whole, the evidence we present echoes the important findings of Rauh (2006) that cash flow does have an effect on investment in large samples, an effect that is magnified in sub-samples where financial constraints are expected to be magnified. We extend Rauh’s (2006) findings by providing evidence that the impact of financing constraints is not restricted to fixed capital investment, but also extends to intangible investments such as advertising.4 Our results also add to the literature supporting the notion that firms have active internal capital markets in which they move funds across activities and regions. Moreover, our results are consistent with the hypothesis that some ‘ See Almeida and Campello (2005) for an analysis of the role of asset tangibility in the relation between investment and cash flow. firms use hedging to minimize the internal capital market transmission of geographic shocks to investment. The rest of the paper is organized as follows. In section 1.2 we first discuss the relevant literatures on financing constraints, internal capital markets, and advertising, and then outline our empirical strategy. In section 1.3 we discuss our data and sample selection procedures. In section 1.4 we present our main analysis of advertising and cash flows. In section 1.5 we explore how the advertising-cash flow relation varies across sub—samples grouped by variables related to financial constraints and hedging activity. Section 1.6 concludes. 1.2 Related literature and empirical strategy 1.2.] Financial constraints and investment A large part of corporate finance research is devoted to understanding the various agency and information problems that result in distortions in firms' investment and financing decisions. As Stein (2003) discusses in his survey of this research, many of the theorized frictions that arise in the governance and financing of firms can result in an outcome where internal and external funds are not viewed as perfect substitutes.5 Consequently, the supply of internal funds may have a causal impact on firms’ investment choices. 5 The implications of imperfect substitutability depend on the underlying frictions generating it. For example, if managers tend to invest internal funds in poor projects because of incentive problems or behavioral biases, financial slack should be discouraged. However, if firms frequently pass up good projects because of problems raising external capital, financial slack can be valuable. For some relevant tests, see Hadlock (1998). While many authors have studied the relation between investment and cash flow, if other control variables (e.g., Tobin’s Q) do not adequately control for investment opportunities, any reported relationship between investment and cash flow may arise because cash flow is proxying for the quality of investment opportunities rather than eased financial constraints. Moreover, as Alti (2003) has shown, there are reasons to expect the correlation between cash flow and investment opportunities to vary with firm characteristics. Thus, reported variations in investment-cash flow sensitivities across different types of firms may be consistent with firms acting in an unconstrained manner (see also Moyen (2004)). The most direct solution to this problem is to identify variations in cash flow that are not correlated with investment Opportunities. This is a challenge, Since cash flows from operations are typically driven by the success of a firm’s business model, and therefore are often closely related to the profitability of future investment. One approach, exploited by Blanchard, Lopez-de-Silanes, and Shleifer (1994) and Rauh (2006), is to identify unique events or institutional features that sever the link between cash flow and investment opportunities. An alternative approach, suggested by the work of Lamont (1997), is to exploit the presence internal capital markets. This latter approach is the one we adopt. 1.2. 2 Internal capital markets The basic insight of Lamont (1997) is that a cash flow shock that affects one part of a firm may be transmitted to other parts of the firm, even if the investment opportunities of these other parts of the firm are not affected by the shock. He exploits this approach in a small sample of industrially diversified firms. Peck and Rosengren (1997) use this approach for a somewhat larger sample of geographically diversified firms of a specialized type (Japanese banks).6 In a large sample context, Shin and Stulz (1998) use Lamont’s (1997) empirical framework and find that a division’s investment spending is related to the cash flows of a firm’s other divisions. However, this type of analysis can be problematic in a large sample, because there are frequently economic linkages within a firm that can induce a correlation between cash flows in one part of the firm and investment opportunities elsewhere. For example, one division may sell a significant fraction of its output to another. In fact, Chevalier (2004) presents evidence indicating that the Shin and Stulz (1998) findings may in fact be driven by a correlation between cash flows in one division and investment opportunities elsewhere in the firm. On way to circumvent this problem is to identify a type of investment spending for which variations in operating cash flows in other parts of the firm should be exogenous. Local advertising and foreign cash flows seems to fit this description well. Absent financial constraints, there is little reason to believe that selling more goods in Asia should affect how much a firm advertises in a Detroit newspaper, particularly once we control for how the firm is performing in the US. Any benefits of advertising in the US. are likely to remain in the US. Thus, for an unconstrained firm, the US. advertising decision should be independent of performance overseas. However, if a firm is financially constrained, cash flows that are generated overseas have the potential to affect 6 See Houston, James, and Marcus (1997) and Campello (2002) for evidence on the role of internal capital markets in US. bank's investment policies. investment decisions throughout the firm via the internal capital market, including advertising in the US. This observation forms the motivation for our empirical tests. For our tests to have power, it must be the case that firms actively move capital across geographic regions. Prior work by Desai, Foley, and Hines (2004) and Desai, Foley, and Forbes (2005) suggests that this type of capital movement often does occur. However, fi‘ictions induced by the tax system or regulatory restrictions may at times hinder the active movement of capital. For example, a firm with a high level of foreign cash flow may choose not to use these funds for domestic investment activities because of the tax costs associated with repatriating foreign earnings. Such a firm may still display a positive sensitivity of domestic advertising investment to foreign cash flow, as the firm may find that it needs to inject less cash into its foreign operations when they are performing relatively well. With these considerations in mind, one can view our investigation as a joint test Of (1) the presence of financial constraints at the firm level and (2) non-trivial levels of intra-firm capital mobility across geographic regions. Firms do have some control over the variability in their foreign cash flows through their hedging decisions. In particular, cash flow variability arising from currency changes and foreign macroeconomic events can be partially hedged via the use of the appropriate derivatives positions. If firms are actively hedging, the analysis of F root, Scharfstein, and Stein (1993) would suggest that firms are more likely to be smoothing cash flows in a manner that minimizes the likelihood of a mismatch between investment needs and available internal funds. Consequently, even when cash flows are measured net of hedging activity, the effect of foreign cash flows on US. advertising may be diminished] We will examine this possibility below. 1.2.3 Advertising as an investment The topic of advertising has a long history in the fields Of economics and marketing. Bagwell (2005) provides a thorough survey of this research. Since advertising is not a very tangible input into the profit generating process, it is not surprising that there has been significant debate on the benefits of advertising.8 The most sensible starting point, from our viewpoint, is to take the perspective of Schmalensee (1976). He asserts that profit maximizing firms should be expected to equate the perceived marginal benefits of advertising with the marginal costs. Since many firms advertise heavily, the perceived benefits to the firm must be non-trivial. Under this perspective, advertising is like any other investment good. F inns spend on advertising today in expectation of a flow of benefits in the future. The benefits of advertising may include fixture increased sales levels or higher prices. Since the goal of advertising is typically to shift the demand curve for a product, we would expect local advertising decisions to be influenced by local demand conditions. One important dimension where advertising may differ from physical investment is in its durability. Researchers in advertising have long debated the timing of the flow of 7 This argument assumes that the hedging decision is exogenous. If more constrained firms are more likely to hedge, our tests would be biased against finding evidence in support of the hypothesized relation. Allayannis and Mozumdar (2000) and Deshmukh and Vogt (2005) study hedging and firm-wide investment-cash flow sensitivities. 8 In a well-known article, Bass (1969) writes, “There is no more difficult, complex, or controversial problem in marketing than measuring the influence of advertising on sales.” Bemdt (1991) discusses much of the subsequent econometric evidence and interpretation problems arising from a lack of exogenous variation in advertising. benefits that arise from advertising, with a wide range of reported estimates.9 For our purposes, a precise estimate of the durability of advertising investment is not crucial. However, in our empirical design, we do need to account for the possible feedback from advertising into contemporaneous sales arising from the potential for a relatively quick payback for this type of investment. For our study to be informative, only some minimal assumptions regarding advertising need to be true. The precise timing and size of the benefits of advertising do not need to be determined. What is necessary is for managers to make advertising decisions in a similar manner to other investments. In particular, we need to assume that managers conduct some sort of cost-benefit marginal analysis in their advertising expenditure decisions. Just as with physical investment, managerial agency problems or capital market imperfections may tilt firm’s choices away from the first-best. If managers view internal and external capital as imperfect substitutes in their spending decisions, exogenous variations in cash flow have the potential to affect all investment decisions, including advertising. If we impose the added assumption that firms scale all investments up or down approximately proportionally when their sources of internal funding vary, we can use our estimates on advertising-cash flow sensitivities to gauge the approximate impact of cash flow variations on a firm’s other, more tangible, investment activities. 1.2.4 Empirical strategy 9 Researchers have examined distributed lag models in which sales is a function of advertising (e. g., Peles (1971), Landes and Rosenfield (1994)), and models where Tobin’s Q is a function of past advertising (e.g., Ross (1983), Hirschey and Weygandt (1985)). Our basic empirical strategy is to estimate models explaining U.S. advertising as a function of foreign cash flows and a set of control variables. The models we estimate are most closely related to the models of Shin and Stulz (1998). However, our analysis is quite distinct from theirs in that we organize cash flows by geographic area rather than by industrial activity, and we construct dependent variables based on advertising expenditures rather than fixed investment. In our modeling we experiment with several different controls for US. investment opportunities, and we account for firm-specific effects in all of our estimated models. To better understand advertising spending, we begin by estimating empirical models explaining total firm advertising as a function of variables that are often used to explain fixed investment (e.g., Tobin’s Q, total firm cash flow). This provides an initial picture of how advertising spending compares to fixed capital investment. We then proceed to estimate models of US. advertising as a function Of foreign cash flows. After estimating these models, we examine the robustness of our findings to a variety of specification choices and alternative explanations. After establishing a link between US. advertising and foreign cash flows, we consider variations in the strength of this relation across firms sorted by financial characteristics and hedging activity. If one accepts our methodology as a meaningful indicator of financial constraints, this analysis can be viewed as an examination of what types of firm characteristics are related to financial constraints. This is our preferred interpretation of this analysis. However, if one believes on a priori grounds that these financial characteristics (or at least a subset of them) are valid indicators of financial lO constraints, this analysis can be viewed as an independent check on the validity of our methodology. 1.3 Data and sample selection 1.3.1 Sample selection Our chief source of advertising data is the publication Ad $ Summary published by Competitive Media Reporting/Taylor Nelson Sofres Company (CMR/TNS) and its predecessors. This data is relied on heavily by firms in their marketing intelligence. CMR/TNS collects advertising information through electronic monitoring and revenue reports from a large number of US. media outlets (major radio and television stations, national newspapers, etc.). They report information on advertising spending aggregated at the company and brand level. Several prior academic research studies use CMR/TNS advertising data in their analysis (e. g., Boyer and Lancaster (1986), Iizuka (2004)). The annual issue of Ad $ Summary includes a report of advertising during the calendar year for the top 1000 advertisers in the US. market. Given the high costs of hand coding this data and some practical issues regarding how the data is reported for firms below the top 1000, it was not feasible for us to collect systematic data on firms outside of the top 1000 list. Since the top 1000 firms are organizations who spend heavily on advertising, our power to detect the presence of financial constraints in advertising decisions should be maximized by studying this group. However, since we are concerned about biases that may arise by excluding observations where advertising drops sharply, whenever a firm drops out of the top 1000 list in Ad 8 Summary we make 11 sure also to record its advertising spending in the subsequent year from a companion publication (Company Brand $) issued by the same publisher. For each organization listed in the top 1000, we search through the Compustat files to match the organization to its Compustat record. Many of the listed advertisers cannot be matched to Compustat because they are private firms, foreign firms, nonprofits, or governmental bodies. Following standard practice, we exclude regulated utilities (SIC codes 4900-4949), non-U.S. based firms, and financial firms (SIC codes 6000-6999) from the sample. All other observations that can be matched to a Compustat record from 1984 to 2002 are retained. We begin the sample period in 1984, since this is the first year that foreign income figures are available on Compustat. The advertising figures reported in Ad 8 Summary are broken down into several mutually exclusive categories. Ad $ Summary does not survey all US. media outlets in each category, but it does generally survey the largest and most important outlets in the category. In the first sample year there were six tracked categories, and gradually over the subsequent period several new categories were added. To maintain a consistent data series over time, we record the advertising numbers for the six categories that were reported for the entire sample period (magazines, network television, spot television, network radio, outdoor advertising, and newspaper supplements). We then sum the spending figures for these six media categories to create a variable that represents an annual measure of total US. advertising in tracked outlets. While we will sometimes refer to this as (tracked) U.S. advertising in what follows, it is worth noting here that it represents only a subset of all US advertising. Presumably other domestic advertising scales roughly proportionately with the tracked figure that we calculate. 12 1. 3.2 Summary statistics on advertising To gauge the overall magnitude of advertising by public firms, we first present in Table 1 some summary statistics on total advertising expenditure (and other variables) for the set of all Compustat firms with book assets in excess of $10 million. Since firms are not required to report advertising spending if it is immaterial, we assign all missing observations on advertising a value of 0. All variables used in this paper are winsorized at the 1% and 99% points unless otherwise indicated. (“‘3‘ For the Compustat universe as a whole, the figures in Panel A indicate that the median firm has advertising expenditures of 0. This is not surprising, as one would expect advertising to be unimportant for many types of economic activities. If we look at mean levels of spending normalized by book assets, we see that mean advertising spending is about one third of R&D spending (1.55% vs. 4.56%), and about a fifth of the level of capital expenditures (1.55% vs. 8.28%). When we calculate the mean ratios of advertising to R&D and advertising to capital expenditures, these ratios are .53 and .46 respectively. These figures indicate that advertising attracts a non-trivial fraction of a firm’s investment dollars, but certainly on average is less important than R&D or fixed capital investment. In Panel B Of Table 1 we present the same summary statistics, but restrict attention to firms that report at least some advertising spending (approximately 1/3 of the Compustat universe). For this group, the mean level Of advertising normalized by assets actually exceeds R&D spending (4.85% vs. 4.30%), and it is not too different from the figure for capital expenditures (8.23%). Summary statistics in Panel B on the ratios of a 13 firm’s advertising to R&D and to capital expenditures also indicate that, for this group, advertising attracts a significant fraction of a firm’s investment dollars. Thus, conditional on doing some material advertising, it appears that the advertising spending decision is an important one. In Table 2 we present summary statistics for the sample of firms in the Ad 3 Summary top 1000 list. Since our subsequent analysis requires data on foreign cash flows (described more below), these statistics are calculated over the set of observations where foreign income on Compustat is non-zero.10 As we would expect, the figures in Panel A confirm that the top 1000 list includes heavy advertisers. The mean level of total advertising normalized by assets is almost as large as the figure for capital expenditures (6.20% vs. 7.20%). Certainly, for these firms, advertising is an important category in the allocation of investment dollars. To gauge how much of a firm’s advertising is being captured in the CMR/TNS data source, we report in Table 2 the mean and median ratio of tracked U.S. advertising to total Compustat advertising. These statistics are .503 and .355 respectively, indicating that the CMR/I'N S data capture a substantial part of, but certainly not all of, a typical firm’s advertising spending. The difference between the tracked U.S. advertising figures and the total advertising figures should reflect both advertising spending in the US. in non-tracked media outlets, and all advertising spending in foreign markets. The simple correlation between tracked U.S. advertising normalized by assets and total firm advertising normalized by assets is .714, indicating that there is a close relation between the two. We would expect this high degree of correlation if firms’ advertising '° Approximately 47% of all observations are cases with non-zero foreign income. 14 expenditures in non-tracked US media outlets scale approximately proportionally with their advertising in the tracked U.S. outlets. 1.3.3 Foreign and domestic cash flows Beginning in 1984, the F ASB mandated that firms report separately pre-tax income from their foreign and domestic operations. By subtracting off measures of foreign and domestic taxes, we are able to construct measures of foreign and domestic profits.ll To gauge the importance of foreign operations to sample firms, we report in Panel B of Table 2 summary statistics on foreign and domestic profits for our sample firms. The mean (median) level of foreign profits normalized by assets of .023 (.015) is approximately half (one third) of the domestic profits figure of .047 (.045). Consistent with these figures, the mean (median) ratio of foreign profits to total profits is .295 (.240). These figures indicate that foreign operations are an important source of profits for the typical sample firm. Consequently, variations in foreign profits have the potential to alleviate or exacerbate financial constraints. Turning to the relation between domestic and foreign profits, we report in Table 2 that the correlation between domestic and foreign profits (both normalized by assets) is .161 (.197) measured in levels (changes). This indicates that there is a common component to the success of a firm’s domestic and foreign operations, but also a large " Properties of foreign earnings have been studied in the accounting literature (e. g., Bodnar and Weintrop (1997)). Some income information is also available from the Compustat geographic segment files. However, this data is more frequently missing and often does not permit separation into US. and non-U.S components (e.g., segments listed as “North and Latin America”). We do use geographic segment data in some of our robustness checks below. 15 independent component. The overall correlation between changes in the sum of a firm’s foreign and domestic profits and changes in total firm cash flow as it is traditionally defined (income plus depreciation) is .956, indicating that these geographically based profit figures do correspond quite closely to the figures used in prior studies of investment and cash flow. The one component of cash flow that is not available separately for domestic and foreign operations is depreciation expense. Consequently, in our initial analysis below, we treat income as equivalent to cash flow (i.e., we do not add back depreciation). However, in the robustness checks, we explore the effect of alternative allocation rules in assigning the firm’s depreciation charges to domestic and foreign operations. Since we suspect that most of the within-firm time variation in cash flows is likely to arise from variation in income rather than variation in depreciation charges, the effect of depreciation adjustments on our estimates should be limited. Moreover, the presence of this measurement error in our cash flow variable arising from depreciation charges should, if anything, tend to bias downwards our estimates of the effect of foreign cash flows on US. advertising investment. We explore this more below. A special issue in creating cash flow measures to explain advertising arises from the fact that advertising expenditures are expensed in the calculation of a firm’s income. Thus, the dependent variable (advertising) has effectively been subtracted off from an explanatory variable of interest (cash flow). This is not an issue in studies of fixed capital investment, since capital expenditures are not expensed, and thus cash flow is measured before any subtractions for fixed investment. To adjust our data accordingly, in what follows we add the tracked U.S. advertising expense back to US income in our 16 calculation of US. cash flow. This effectively creates a domestic cash flow measure that is measured independent of the ultimate investment choice being considered (tracked U.S. advertising). From a theoretical perspective, this would appear more appropriate than not adding back the advertising figures. Moreover, as a practical matter, this is a conservative choice, since our results are even stronger if we do not make this adjustment. We discuss some alternative treatments of this issue in our robustness checks below. 1.4 Models of advertising investment and cash flow 1.4.1 Firm advertising and firm cash flow Since the determinants of advertising investment have not been widely explored, we first present a brief multivariate analysis of the relation between advertising and variables that have been associated in prior research with capital investment decisions. For comparison purposes, we also present corresponding results for fixed capital investment. As has been widely discussed in the literature and is noted above, these estimates cannot be regarded as causal. They are simply meant to provide a sense as to patterns in total advertising spending at the firm level. We use the same sample period as in our later analysis (1984-2002), and include all US. based Compustat listed firms with book assets in excess of $10 million except those in the financial and regulated utility industries. In column 1 of Table 3 we present a traditional investment-cash flow regression where the dependent variable is capital expenditures (normalized by assets) and the 17 independent variables are firm cash flow (normalized by assets) and Tobin’s Q. Firm fixed-effects and year effects are included in the estimated model, but these estimates are not reported. The estimates in column 1 are similar to what has been reported by others for similar samples (e.g., Baker, Wurgler, and Stein (2003)). The coefficient of .069 on cash flow is highly significant, and could be indicating either the widespread presence of financial constraints, or a correlation between cash flow and investment Opportunities (or both). In column 2 we present corresponding estimates with advertising expenditures (normalized by assets) as the dependent variable. 12 The cash flow coefficient in this regression is smaller than in the fixed investment regression (.019 vs. .069), but is still highly significant. The smaller coefficient on cash flow in this model is likely to reflect the presence of many firms that do little or no advertising. In column 3 we restrict attention to firms that have reported at least some positive advertising either as of the observation year or at some point prior to the Observation year. In this model, the coefficient on cash flow is substantially larger in magnitude (.035 vs. .019) and is highly significant. In column 4, we restrict attention to firms in our list of top 1000 advertisers. In this model, the coefficient on cash flow grows substantially in magnitude to .171. The estimates in Table 3 indicate that advertising is correlated with the same factors that are associated with capital investment decisions, namely firm cash flow, Tobin’s Q (in some models), and lagged sales growth. For sub-samples of firms that do more advertising, the estimated relation between advertising and firm cash flow is larger. Overall, the findings in Table 3 are broadly consistent with the idea that the advertising ”Following the argument we outline above, we add total advertising back to cash flow in our regression models of advertising (column 2-4 of Table 3), but not in our model of fixed investment (column 1). 18 spending decision shares some important similarities with the fixed investment decision. We now turn to investigating whether exogenous variations in cash flow play a role in these decisions by exploiting data on the location of both cash flows and spending. 1. 4.2 US. Advertising and Foreign Cash Flow We model U.S. advertising as a fimction of domestic cash flow, Tobin’s Q, and foreign cash flow. The controls for US. cash flow and Tobin’s Q are intended to control for US. investment opportunities. Thus, the coefficient on foreign cash flows should provide us with information on the role of variations in cash flow on advertising investment, holding constant the relevant investment opportunity set. A few special issues arise in this empirical modeling. First, as discussed above, in our calculation of domestic cash flow we add the tracked U.S. advertising expenses back to domestic income since these expenditures, which we are seeking to explain, are subtracted out (i.e., expensed) in the calculation of domestic income. Second, Tobin’s Q will be a noisy measure of domestic investment opportunities, since it measures the firm’s investment prospects both domestically and abroad. An alternative, suggested by the work of Shin and Stulz (1998), is to use the median Tobin’s Q of the purely domestic firms that are in the same industry as a sample firm. We prefer to use a firm’s own Q, since this measure uses firm specific information and the majority of most firms’ incomes are derived domestically. However, in our robustness checks below, we explore some potential alternatives suggested by the work of Shin and Stulz (1998). A final modeling issue that arises is identifying the correct estimation framework. In models of capital expenditures, most authors rely on a fixed-effects estimator. l9 However, a preliminary analysis of the advertising data suggests extreme serial correlation in advertising spending.l3 In these settings, Wooldridge (2002) argues that estimating a model in first-differences is generally a more efficient estimation procedure. Consequently, in what follows we emphasize first-difference estimates. However, as an alternative, we also report results for fixed-effects estimators that allow for, and estimate, an underlying AR(1) structure for the residuals using the Baltagi and Wu (1999) procedure. '4 We present our baseline model explaining tracked U.S. advertising in column 1 of Table 4 (estimated in first differences). The coefficient on US. cash flow of .055 is positive and highly significant (tr-8.01). For the usual reasons, the correct interpretation of this coefficient is unclear. The coefficient on Tobin’s Q is small (.001), but positive and highly significant, suggesting that the Q-theory of investment has some relevance for explaining advertising spending. Most importantly for our purposes, the coefficient on foreign cash flows of .033 is positive and significant (t=2.40). As we argue above, a positive sign on this coefficient provides evidence that the availability of internal cash plays a role in a firm’s advertising investment decisions. This is the key finding in our paper, and thus we present a battery of relevant robustness checks and extensions below. Before proceeding, we consider the magnitude of the estimated effect. Our earlier summary statistics indicate that the advertising we track in our dependent variable ’3 For example, when we estimate fixed-effects models and then regress residuals against lagged residuals, the coefficient on lagged residuals is large (around .75), with a very high t-statistic. When we estimate models in first-differences, the analogous coefficient on lagged residuals is close to 0 and insignificant. '4 We thank Jeff Wooldridge for clarifying these issues for us. Our sample is not large enough to ignore estimation efficiency. Since the data suggest that the first difference estimator appropriately controls for serial correlation, the estimates in Tables 4 and 5 are robust only to heteroskedasticity. However, the results are qualitatively unchanged if we cluster the first—difference standard errors by firm to account for any arbitrary residual serial correlation. 20 represents 35.5% of the median firm’s total advertising spending. Thus, if all forms of advertising scale up proportionately with increases in internal cash flow, the coefficient estimate of .033 for tracked U.S. advertising would imply a total increase of (.033/.355) = $093 in total advertising for each additional dollar of cash flow. Pushing these calculations further, the median sample firm has a ratio of total advertising to capital expenditures of .441. Thus, if capital expenditures also scale proportionally with advertising, we would expect an increase of .093/.441 = $211 in capital expenditures. Adding the two figures would imply a total spending increase of approximately $.30. These figures, while smaller than the estimates reported by Rauh (2006), would suggest an overall important economic effect of cash flow variation on investment activities. In column 2 of Table 4 we present estimates for the same model, but where we use a fixed-effects estimation framework with an assumed AR(1) disturbance for the error term. The signs and significance levels of these estimates are similar to our first difference estimates. The coefficient on foreign cash flow in this column of .024 is slightly smaller than the first-difference estimate, but it remains significant (t=2.06) and is again suggestive of a reasonably large effect of cash flow on total investment. Since some firms in our sample are much heavier advertisers than others, we might expect to observe heterogeneity in the size of the effect of cash flow on advertising spending. To investigate, we separate the sample into big advertisers and small advertisers based on whether the firm’s lagged U.S. advertising exceeds the sample median. Using the first-difference estimator, we present coefficient estimates for big (small) advertisers in column 3 (column 4) of Table 4. While the foreign cash flow coefficient is significant for both groups, the magnitude of the coefficient is substantially 21 larger for the big advertisers compared to the small advertisers (.052 vs. .008). The difference between these two coefficients is significant (t=2.04). This suggests that the effect of cash flow variation on investment activity (in this case advertising) is proportional to the intensity of the activity. In columns 5 and 6 we again estimate models for big and small advertisers, but using the fixed-effects AR(1) estimation procedure. Similar to the first-difference estimates, the coefficient on foreign cash flow is significant for both groups, but substantially larger for the big advertisers compared to the small advertisers (.046 vs. .009). However, in these models the difference between the two coefficients is not quite significant (t=1.62). Certainly the character of these results is similar to the first- difference estimation in that they suggest a larger role for cash flow in the sub-sample of firms where one would expect a relatively larger effect.15 1.4.3 Robustness Our main finding above is that foreign cash flow is related to US advertising even after we control for US advertising investment opportunities via Tobin’s Q and US. cash flows. In this subsection we consider a host of robustness checks concerning this finding. To conserve space, the estimates underlying these robustness checks are not reported in the tables but are available from the authors upon request. ’5 To consider a measure of intensity that is independent of a firm’s choices, we also experimented with using a firm’s (4-digit) industry advertising intensity. When we interact this variable with foreign cash flow, the coefficients are positive and significant at the 10% level (5% level) using the first-difference (fixed-effects AR(1)) estimation framework. These findings are broadly consistent with the reported results on big and small advertisers. 22 Alternative controls for US. investment opportunities In the models of Table 4, we include Tobin’s Q as a control for a firm’s U.S. advertising investment opportunities. This variable will be a noisy measure of domestic investment opportunities, since it will also include information regarding a firm’s foreign Operations. As an alternative, we could identify measures that are specific only to a firm’s US. investment opportunities. To accomplish this, we follow the corresponding analysis in Shin and Stulz (1998) and calculate the median Tobin’s Q over the set of all firm’s with no reported foreign income in the same 2-digit industry as the sample firm. We then estimate models 1 and 2 of Table 4 with this variable used in place of the firm’s Tobin’s Q. When we estimate this model, the coefficient on foreign cash flow maintains its positive sign and increases slightly in magnitude and significance. While the estimate on industry Q is positive, it is smaller than what we report in Table 4 and is insignificant. This indicates that a firm’s Tobin’s Q is a better predictor of subsequent U.S. advertising than the industry-based pure U.S. measure. Similar to Shin and Stulz (1998), we also experiment with using a firm’s lagged US. income growth rate as a measure of US. advertising investment opportunities. When we include this variable in place of Tobin’s Q in models 1 and 2 of Table 4, it is positive but not significant. Most importantly, for our purposes, the coefficient on foreign cash flow remains positive and again increases slightly in magnitude and significance. Thus, it appears that our findings are not sensitive to how we measure U.S. growth opportunities. 23 Alternative definitions of cash flow As we discuss above, depreciation figures pertaining separately to domestic and foreign income are not available. Consequently, the cash flow variables we use above do not have the relevant depreciation figures added back to them. To make an adjustment for depreciation, we experiment with allocating depreciation expenses to a firm’s US. and foreign operations. In particular, we assume that the fraction of the firm’s assets that are allocated to domestic (foreign) income is given by the fraction of the firm’s pre-tax income that is derived from domestic (foreign) sources. After allocating depreciation expense in this manner, we add the corresponding depreciation charges back to US. and foreign cash flow and estimate the specifications in models 1 and 2 of Table 4 using this alternative definition of cash flow. The results with this modification are very similar to what we report in Table 4. In particular, the role of foreign cash flow in explaining U.S. advertising remains positive and significant. As we discuss earlier, our domestic cash flow variable is constructed by adding domestic advertising expenses back to domestic income. We construct the variable in this way so that, in keeping with the prior literature on investment and cash flow, we can explain domestic (tracked) advertising investment as a function of the funds available for this investment. However, if advertising has an immediate impact on a firm’s sales, then part of the domestic cash flow variable may include the feedback effect of domestic advertising on domestic sales. To consider this possibility, we experiment with not adding tracked domestic advertising spending back to domestic income when constructing the domestic cash flow figure. This is the appropriate treatment if each dollar of domestic advertising immediately creates an additional dollar of domestic sales, 24 since the revenues associated with the advertising from this feedback effect are then effectively eliminated by expensing advertising in the calculation of domestic cash flow. Clearly this is the other extreme from our (implicitly) maintained assumption above that current advertising has no contemporaneous effect on sales. If we estimate models 1 and 2 of Table 4 using this alternative definition of domestic cash flow, the coefficient on foreign cash flow becomes larger in magnitude and more significant. Thus, if we assume that advertising has a rapid effect on sales, our results appear to be even stronger. In addition, if we add only a fraction of a firm’s domestic advertising expense back to cash flow (reflecting an assumption that each dollar of domestic advertising results in a contemporaneous increase in domestic sales of $.25, $.50, or $.75) the results are as strong as or stronger than what we report in Table 4. Thus, our results appear fairly robust to any feedback effect of advertising on sales. Since the dynamics of how advertising affects sales is an unsettled issue, we prefer to rely on the conservative approach used above where we implicitly assume a negligible immediate impact of advertising on sales. ’6 Sample selection concerns The sample we choose is conditioned on a firm appearing in the list of top 1000 US. advertisers. In many ways this is a natural selection criterion, since advertising is most interesting to study in a population of firms with nontrivial advertising expenditures. However, firms that are on the border of being included in this list will '6 We also experimented with adding the firm’s total Compustat advertising to domestic cash flow and, alternatively, to both domestic and foreign cash flow (using a pro-rata income-based rule). The results with these modifications are also quite similar to what we report in Table 4. 25 tend to appear more frequently (less frequently) in our sample in years where their advertising is unexpectedly large (small). This could create a negative correlation between the error term and the explanatory variables that appear positively related to advertising (e.g., cash flow and Q) for these borderline firms, likely biasing downwards our estimates. In our modeling above we partially attenuate this problem by collecting and including in our sample advertising figures for the first year after a firm drops out of the top 1000 list. This data collection is quite cumbersome, since it requires collecting information from an alternative data source (Company Brand $) from the same publisher but reported in a different format. To assure that these sample selection issues have no substantive effect on our results, we estimate our model on a sub-sample of firms where the effect of sample entry and exit should be unimportant. Specifically, we include firms only after they have been in the top 1000 for three consecutive years. We use advertising data going back to 1980 to determine the number of years a firm has been listed in the top 1000. Once a firm drops out of the top 1000, we include the firm in the first year of their exit and never let them re-enter the sample. These procedures assure that we should eliminate the borderline firms that enter or re-enter the sample when advertising is particularly high. When we estimate models 1 and 2 of Table 4 on this subset, the results are qualitatively unchanged from what we report above. Thus, our results do not appear to be sensitive to these sample selection concerns. 26 Miscellaneous specification and data issues The financial data we use pertains to fiscal years while the advertising data we use is reported on a calendar year basis. While in most cases fiscal years and calendar years are the same (approximately 2/3 of our sample), for firms with non-December fiscal year endings there will not be a complete overlap between fiscal years and calendar years. To assure that these timing issues have no substantive effect on our results, we restrict our sample to observations where the firm has a December fiscal year ending. Using this sub-sample, we obtain similar estimates to what we report above for models 1 and 2 of Table 4. We also experiment with matching the advertising data to the accounting data for the fiscal year that ends on or before the end date of the advertising data calendar year, effectively lagging the accounting data for firms with fiscal year endings in January through May. This alteration again has no substantive effect on the results in models 1 and 2 of Table 4. In particular, we continue to find a significant relation between foreign cash flows and US. advertising investment. In our analysis above, we follow the fairly standard practice in this literature of winsorizing all variables at the 1% and 99% points. This is intended to lessen the impact of outliers, which can often be quite large when using ratios based on accounting data. If we do not winsorize any variables, the estimated coefficient on foreign cash flows in models 1 and 2 of Table 4 become larger in magnitude and the t-statistics increase slightly. If we do not winsorize the dependent variable but continue to winsorize the explanatory variables, the coefficients on foreign cash flow fall slightly in significance to the 7% level in both models 1 and 2 of Table 4 (t=1.88 and 1.91 respectively). Taken as a whole, it appears that our conclusions concerning the role of foreign cash flows in US. 27 advertising are fairly robust to the treatment of winsorizing. We prefer to rely on the results with winsorization of all variables, since these are likely to be more informative given the skewed nature of the accounting variables. The specifications in Table 4 assume that the effect of cash flow on investment occurs in the same annual period (i.e., the effect is contemporaneous). This is in keeping with the related previous literature. However, it is possible that there is also a delayed effect so that increased cash flow in any given year results in increased spending both in the current year and the subsequent year. To investigate, in unreported results we added to models 1 and 2 of Table 4 lagged versions of all three explanatory variables — domestic cash flow, foreign cash flow, and start-of-period Q. In both models the coefficient on lagged domestic cash flow was positive and significant (although much smaller than the contemporaneous coefficient), while the coefficients on lagged Q and lagged foreign cash flow were insignificant. In these models the estimated coefficients on the contemporaneous variables maintain the same signs, significance levels, and approximate magnitudes as we report in the table. This evidence demonstrates that our findings are robust to including lags and also indicates that the effect of cash flow on advertising investment is fairly immediate. Alternative explanations The checks we discuss above indicate that there is a fairly robust relation between a firm’s foreign cash flows and its domestic advertising investment decision. While it is 28 hard to envision a link between foreign cash flows and domestic advertising that is independent of a financial constraints story, we do consider here some possibilities.l7 I_ax Explanations One possible explanation for our findings arises from the possibility that firms use the leeway provided by the accounting system to shift domestic earnings to foreign operations for tax purposes. If firms behave in this manner, foreign earnings may contain some incremental information regarding a firrn’s US. operations that could impact their optimal advertising decision. To investigate, we construct a dummy variable that indicates whether a firm’s domestic tax rate exceeds its foreign tax rate. Following the approach of Hines (1996), we assume the firm’s foreign (domestic) tax rate is equal to its foreign (domestic) taxes divided by foreign (domestic) pre-tax income. Domestic taxes are assumed to equal total taxes less foreign taxes. For each annual observation, this tax rate variable is calculated using income from the year prior to the observation year. If our results are explained by foreign income containing “hidden” US income, we would expect this effect to be largest for firms with a relatively higher domestic tax rate and therefore a stronger incentive to move earnings elsewhere. However, when we interact the foreign cash flow variable with a dummy variable indicating whether the 17Ideally we would like to instrument for foreign cash flows using exogenous variables such as currency changes. However, given the coarse nature of our income data (i.e., it is not available at the country level), we could not identify a variable of this type that was sufficiently strongly related to foreign cash flows to serve as a meaningful instrument. The weak relation between currency changes and foreign income has been noted by Lee and Suh (2004). 29 firm’s domestic tax rate exceeds its foreign tax rate, the interaction terms in model 1 and model 2 of Table 4 are positive and insignificant. The interaction terms remain insignificant if we also add to these specifications the high domestic tax dummy variable. Thus, there is little evidence that tax shifting opportunities are driving our findings. Cost allocation discretion It is possible that a firm’s geographically based earnings figures are noisy indicators of cash flow performance because of arbitrary non-economic rules regarding how a firrn’s costs are allocated across units. For example, if a firm is having a poor year domestically, there may be organizational incentives to try to allocate a disproportionate share of the firm’s costs in that year to the firm’s foreign activities. To evaluate whether this type of behavior generates our findings, in unreported results we experiment with using foreign sales as an instrument for foreign cash flow in the baseline model of column 1 in Table 4.’8 When we estimate this model using two-stage least squares, the coefficient on foreign cash flow in the domestic advertising (i.e., second- stage) regression is positive and highly significant (F362). Thus, it appears that our results hold even if we restrict attention to foreign cash flow variation that arises from changes in foreign sales, indicating that cost shifting is not the driving force behind our findings. Earnings Management '8 Since the estimated model is in changes, we use change in foreign sales as an instrument for change in foreign cash flows. Sales data is only available on the Compustat geographic segment tapes. Consequently, sample sizes are reduced when we undertake this instrumental variables analysis. We retain in the IV analysis only firms where one segment is listed as the U.S. and all other segments are identified with areas that do not include the US. The sum of sales for these other segments is defined to be foreign sales. 30 Since intangible investments such as advertising and R&D are expensed for financial reporting purposes, it is possible that firms out these expenditures in an effort to increase reported earnings when the firm is in danger of not meeting the market's expectations. This behavior could generate a causal relation between advertising and cash flow, but for reasons that are very different from traditional thinking on how financial constraints are believed to affect investment decisions. To investigate, we identify firms that are likely to be relatively more affected by earnings management incentives and proceed to investigate whether they display a heightened sensitivity of advertising to cash flow. Our first approach is to identify observations where a firm just barely met or missed analyst earnings expectations.19 Using the I/B/E/S database, we identify these firms by looking at the difference between a firm's actual earnings per share figure for a year and the consensus analyst estimate for this figure as of the start of the fiscal year. We create dummy variables indicating whether the firm's earnings numbers were (a) above the estimate by $.01 or less, (b) above the estimate by $.02 or less, (c) above or below the estimate by $.01 or less, (d) above or below the estimate by $.02 or less (this latter category encompasses approximately 20.46% of the sample). We select these dummy variables (one at a time) and add the dummy variable and its interaction with domestic cash flow and foreign cash flow to model 1 of Table 4. In all cases the estimated coefficients on the added variables are insignificant, while the coefficient on foreign cash flow remains positive and significant. These conclusions are qualitatively ’9 There is a large literature that attempts to identify earnings management by studying cases where there is a small difference between actual and expected earnings. See Degeorge, Patel, and Zeckhauser (1999) and Brown (2001). 31 unchanged if we instead use dummy variables based on the difference between a firm's actual earnings figures and the penultimate consensus analyst forecast for the fiscal year. This investigation Offers no evidence that advertising-cash flow sensitivities are magnified in cases where firms are under particular pressure to meet earnings numbers. Our second approach for examining earnings management effects is to select firms that have high levels of current discretionary accruals. We follow the exact methodology of Teoh, Welch, and Wong (1998) and create a discretionary accruals measure based on residuals from a regression model explaining current accruals.20 Following Teoh, Welch, and Wong (1998), we assign observations that are in the top quartile of the sample based on this measure into the aggressive earnings manager category. We create a dummy variable for this category and add the dummy variable and its interaction with domestic cash flow and foreign cash flow to model 1 of Table 4. When we estimate this model, the coefficients on these added variables are small and insignificant, while the coefficients on the other variables maintain the same signs and significance levels as reported in the table. This suggests once again that our results are unlikely to be driven by cases where firms are aggressively managing earnings. Potential linki between domestic and foreign markets If firms earn a substantial part of their foreign income in countries that are contiguous to the US. (e. g., Mexico or Canada), it may be that domestic advertising is intended to build the firm’s brand in these foreign markets via spillover effects fi'om media outlets near borders. In this case, foreign cash flow would not be exogenous in the 2° Identifying earnings management by the use of discretionary accruals is a common approach in the accounting literature. For an early study of this type, see Jones (1991). 32 domestic advertising decision. To investigate, we examine the Compustat geographic segment files and create a dummy variable named FAR which is intended to indicate that the firm’s foreign Operations are concentrated in areas far from the US. market. This variable assumes a value of 1 if the firm has foreign segments and none of these segments include Mexico, Canada, or a Central American country. If the firm has foreign segments that include these regions, the FAR variable is set equal to 0. For all other firms, the variable is set equal to missing.” When we add to model 1 (model 2) of Table 4 an interaction of foreign cash flow with the FAR variable, the estimated coefficient on the interaction is small, negative (positive), and insignificant. If we add the FAR variable along with the interaction of FAR with foreign cash flows to these Table 4 models, the interaction terms are again insignificant. Thus, we find no convincing evidence that the relation between foreign cash flows and domestic advertising is related to a measure of the closeness of the firm’s foreign cash flows to domestic locations. This indicates that a channel though which domestic advertising is intended to respond to foreign investment opportunities by appealing to nearby foreign markets is an unlikely explanation for our main findings. For a few types of products, it is possible that domestic advertising is intended to appeal directly to purchasers in foreign markets (and thus might be responsive to foreign performance). A leading example that has been suggested to us is the case of apparel, where fashion trends in the US. may increase demand for the product overseas. The other important case is the travel industry, as advertising in the US may affect purchase 2' Some firms are not on the geographic segment tapes. In addition, changes in segment reporting rules make it difficult to use this data to create consistent variables over time. Thus, we choose not to use geographic segment data in our main analysis of the advertising-cash flow relation presented earlier. 33 decisions made by individuals exposed to the advertising when they travel to foreign markets. To investigate, we create a dummy variable that assumes a value of l for firms in the clothing or travel industries [SIC codes 2300-2390, 3020-3021, 3100-3199, 4481, 4500-4581 , and 7010-7011]. When we interact this variable with the foreign cash flow variable in models 1 and 2 of Table 4, the estimated coefficients on the interaction terms are insignificant. Thus, it does not appear that our results are driven by industries where there may be a connection between foreign performance and the optimal level of domestic advertising. Our maintained assumption is that foreign cash flows provide no information concerning the optimal level of US. advertising once U.S. cash flows and Q have been taken into account. Consequently, how a firm is doing overseas should have no marginal effect on its decision to build up its brand in the US, unless financial constraints are at work. Notwithstanding our efforts above, one might still be concerned that we are missing some link between foreign cash flows and a firm’s profit potential in the US. that may cause it to increase its US. advertising.22 If a firm's foreign cash flows are related to its domestic prospects, we would expect this effect to be magnified for firms with a particularly large foreign presence. For these firms foreign cash flows are more likely to be related the overall success of a firm's underlying business strategy, and thus they have a greater potential to provide incremental information on the firm's domestic opportunities. To investigate, we create a 22 We have investigated the possibility that a change in a firm's foreign cash flow that has the same sign as the change in the firm's domestic cash flow may have a different impact on domestic advertising than other foreign cash flow changes. This could arise if there is something special about foreign profit signals that echo domestic profit signals. For example, increases in both domestic and foreign cash flows may indicate a new product introduction that is accompanied by heavy advertising. We find no evidence of a significantly enhanced role of foreign cash flows in domestic advertising for these types of cash flow changes. 34 dummy variable indicating whether a firm derived more than 50% of its (lagged) total profits from foreign operations (corresponding approximately to the sample 75th percentile). We then add this dummy variable and its interaction with foreign cash flow to models 1 and 2 of Table 4. The coefficient on the interaction term is small and positive in model 1, small and negative in model 2, and in both cases insignificant. Thus, we find no convincing evidence that the relation between foreign cash flows and domestic advertising is particularly large for firms with an enhanced foreign presence. This suggests that our findings are not driven by a relation between foreign cash flows and domestic investment opportunities. To further investigate the potential relation between foreign cash flows and domestic investment opportunities, we explore the link between a firm’s foreign cash flows and its subsequent profit growth in the US. In particular, we regress the change in a firm’s U.S. cash flow (domestic income minus domestic taxes) between year t and t+3 against foreign cash flow in year t, Q in year t, and year dummies. All cash flow variables are normalized by (beginning of period) year t assets. We then repeat this procedure using a one year growth window and a five year growth window. The coefficient on foreign cash flow in these regressions is negative in all cases, and typically insignificant. If we allow for a firm-specific effect in these models by estimating the regression equations in first differences, the foreign cash flow coefficients are again always negative. Thus, the data offer no evidence that domestic profit growth is positively related to foreign cash flow performance. 1.5 Financial constraint measures and the advertising-cash flow relation 35 1.5.1 Measures of financial constraints The results we present above establish that there is a relation between US. advertising and foreign cash flow. This finding appears robust to a variety of alternative specifications. The results are exactly what we would expect if variations in foreign income are transmitted through the internal capital market to a firm’s domestic operations because of financial constraints, and we uncover little support for alternative explanations. In this subsection we consider differences across firms in the US. advertising- foreign cash flow sensitivity (hereafter referred to as the advertising-cash flow sensitivity). Following the tradition in this literature, we group firms by characteristics that have been associated with an increased likelihood of financial constraints. We then examine whether advertising-cash flow sensitivities vary across these different groups. If one is confident that advertising-cash flow sensitivities measure financial constraints, this can be viewed as an exploration of which firm characteristics are associated with financial constraints. This is our view of the analysis. However, if one is confident that the identified firm characteristics accurately sort firms by the severity of financial constraints, one can view this analysis as a further test of our interpretation of advertising-cash flow sensitivities. Different measures of financial constraints have been used by different authors. We choose variants of measures suggested by two prominent recent studies in this area -- Ahneida, Campello, and Weisbach (2004) and Rauh (2006). In particular, we group firms by age, size, dividend payout ratio, S&P credit rating, leverage, and cash 36 holdings.23 Many of these variables are endogenous, and it is not always clear what the expected relation with financial constraint status should be. For example, some authors have argued that firms with lots of cash should be viewed as relatively unconstrained because they have access to this source of funds. However, it is possible that these firms are actually relatively more constrained, since their choice of a large buffer stock of cash could indicate that they anticipate problems in raising external capital. Prior work generally assumes that younger firms, smaller firms, highly levered firms, and firms with low dividends, credit ratings, and cash balances are relatively more likely than others to be financially constrained. We search for evidence of this in our sample. 1.5.2 Empirical analysis We select firms by whether the characteristic associated with financial constraints is in the top or bottom tercile, with the exception of credit ratings, which we discuss fiirther below.24 We assign firms to groups based on start of year characteristics for stock variables, and previous year characteristics for flow variables. After assigning firms into the relatively constrained and unconstrained groups, we estimate our regression models explaining U.S. advertising for each group separately. Our measure of age is the number of years since the firm’s first Compustat record with a non-missing stock price. Our measure of firm size is inflation adjusted book value 23 Rauh (2006) uses cash minus debt as a sorting criterion rather than cash and debt separately. However, since cash and debt may not be perfect substitutes (see Acharya, Almeida, and Campello (2005)), we break these characteristics out separately. Given that we are studying advertising intensive firms, we do not use Rauh’s (2005) measure based on capital expenditures. 2‘ Almeida, Campello, and Weisbach (2004) and Rauh (2006) also sort firms by terciles. In a previous draft we separated firms based on whether they were above or below the median. As one might expect, these results were similar in character, but not quite as stark, as the results based on comparing top and bottom terciles. 37 of assets. The dividend payout ratio is defined as dividends over net income. Leverage is defined as short-terrn debt plus long-term debt divided by book assets. Cash holdings are cash plus marketable securities divided by book assets. A firm’s S&P credit rating is defined to be the firm’s S&P senior debt rating. In the case of debt ratings, we separate firms into rated firms with ratings above BBB+, rated firms rated at or below BBB+, and unrated firms. We do not include the unrated firms with either of the other groups, since we suspect that unrated firms include a mix of different types of firms. For example, this group may include unconstrained firms that are not rated because they choose not to borrow at a level that would to justify selling public debt, and constrained firms that simply cannot access the public debt markets. Regression results using the first-difference estimator for sub-samples grouped by these firm characteristics are reported in Table 5.25 The results are largely consistent with our expectations. In particular, in all but one case (cash holdings) the point estimate on the foreign-cash flow coefficient is relatively larger for the group that we expect to be more constrained - that is younger firms, smaller firms, firms with poor debt ratings, firms that pay low dividends, and firms with high leverage. In addition, the coefficient on foreign cash flow is significant for most of the sub-samples that we label more constrained, but is in most cases not significant for the sub-samples that we label less constrained. Moreover, for the age, dividend, leverage, and credit rating sorts, the difference in the estimated foreign cash flow coefficient across the sub-samples is significant at the 5%, 10%, 5% and 1% levels respectively. 2’ If we estimate the models in Table 5 with the fixed-effects AR(1) estimator rather than the first- difference estimator, the results are similar in character to what we report in the table. 38 Taken as a whole, the evidence we present is broadly supportive of the notion that firms that appear more likely to be constrained on a priori grounds tend to display a higher sensitivity of advertising investment to exogenous variations in internal cash flow. Interestingly, the coefficient on US. cash flow in Table 5 is not unifome greater in the constrained groups compared to the unconstrained groups. This echoes some of the empirical findings of Rauh (2006) and theoretical arguments of Kaplan and Zingales (1997), Alti (2003), and Moyen (2004) suggesting that the magnitude of the sensitivity of investment to cash flow is not necessarily an informative measure of financial constraints when cash flow is correlated with investment Opportunities. 1.5.3 Hedging The variation in a firm’s foreign cash flows can be partially controlled by a firm via their hedging policies. In particular, following the logic of Froot, Scharfstein, and Stein (1993), firms may use currency derivatives to minimize their exposure to currency changes that could impact their ability to fund promising investments. If this occurs, variations in a firm’s net cash flow may have a smaller impact on investment choices, as the f'um is less likely to be in a region where there is a mismatch between funding sources and funding needs. To investigate, we gather information on sample firms’ hedging activity. Collecting this data is expensive, as it requires hand collection from financial statement footnotes. Moreover, reliable information on hedging is limited in the earlier part of our sample period because of limited disclosure requirements. As a practical way of getting some hedging information, we examine all available IO-K filings and annual reports for 39 sample firms as of 1993 (the sample period midpoint). If a search of this document contains any reference to the use of currency futures, forwards, options, or swaps, we assign the firm to the hedging category (for all years). If the document reveals no such reference, the firm is placed in the non-hedging category (for all years). Firms for which no 10-K or annual report is available in 1993 have the hedging variable set equal to missing. While this is a coarse assignment procedure, it provides a practical way to get a sense as to which firms are more heavily involved in hedging their foreign cash flow risk. In models (13) and (14) of Table 5 we report estimates for sub-samples grouped into non-hedgers and hedgers respectively. The coefficient on foreign cash flow is positive and highly significant for the non-hedgers, while it is positive, smaller, but still significant for the hedgers. The estimated coefficients are different at the 5% level (t=2.46) across the two groups. These findings suggest that the investment policies of firms that hedge are relatively less impacted by exogenous variations in net cash flow. This is consistent with the idea that hedging strategies allow these firms to decrease the impact Of financial constraints by minimizing the likelihood of a mismatch between investment needs and internal cash flow. 1.6 Conclusion Using a unique, hand-collected dataset on advertising expenditures by multinational firms, we uncover a significant relation between a firm's U.S. advertising spending and their foreign cash flow, even after controlling for US. investment opportunities. This finding is robust to a variety of specification choices. Since foreign 4o cash flow should have no marginal information content with regard to domestic advertising investment opportunities, our evidence supports the hypothesis that there is a causal link between a firm’s cash flow and its investment decisions. We find little support for alternative explanations of our findings. Using some calibration exercises, it appears that our estimates are consistent with a fairly large effect of cash flow variation on a firm’s combined investment activities (advertising plus capital investment), on the order of $.30 of increased spending for each dollar of additional cash flow. When we group firms by characteristics that have previously been associated with financial constraints, in many cases we find that firms that are categorized as relatively more constrained do in fact display a relatively greater sensitivity of US. advertising spending to foreign cash flow. In particular, our evidence suggests that younger firms, firms that pay lower dividends, firms with lower credit ratings, and firms with higher leverage exhibit particularly large advertising-cash flow sensitivities. We also find that fums that hedge have a relatively smaller sensitivity of US. advertising to foreign cash flow compared to non-hedgers. Consistent with the arguments of F root, Scharfstein, and Stein (1993), this result suggests that hedging is often part of a general strategy to minimize the impact Of financial constraints on investment activities. The evidence we present adds to the important findings of Rauh (2006) by confirming in a different context that cash flow does have a causal effect on investment in large samples, particularly for firms with certain characteristics. Our findings suggests that the effect of variations in internal funds on investment is not restricted solely to fixed capital investment, but also extends to intangible investments such as advertising. Thus, the overall impact of financial constraints on investment spending by firms may be even 41 larger than previously believed. Our findings add to the body of evidence indicating that firms have active internal capital markets in which they move funds across different regions and activities. This suggests that choices regarding how firms organize their internal capital markets and how they hedge risk across activities can have a real effect on the firm's growth trajectory. While our results support the general notion that firms are at times financial constrained and that they have active internal capital markets, they do leave unanswered the question of what financing frictions are generating the relation between cash flow and investment. This is a vital issue if we seek to identify financial strategies that may alleviate financial constraints or to understand the welfare consequences of the presence of constraints. Hopefully future research will provide insights on this important issue. 42 Table 1.1: Summary Statistics for Compustat Firms The figures in this table are derived from the set of all Compustat firrn-years from 1984- 2002 with the exception of foreign firms, financial firms, regulated utilities, firms with no reported stock price, and firms with (inflation adjusted to 2002) book assets of under $10 million. All variables that are normalized by assets are divided by beginning of period book assets. Missing values of advertising and R&D are assigned a value of O. Tobin’s Q is defined as beginning of period (book assets + market equity - book equity)/(book assets). Cash flow is defined as net income plus depreciation (Compustat data items #14 + #18). Ratios where the denominator is a 0 are coded as missing. Lagged sales grth in year t is defined as (salesH — salest-2)/salest-2. All variables are winsorized at the 1% and 99% points. Panel A includes all observations and Panel B is restricted to Observations where a firm reports positive advertising spending during the year. Mean Median Observations Panel A: All Compustat F irm Advertising/Assets .0155 0 74811 R&D/ Assets .0456 0 7481 1 Capital Expenditures/Assets .0828 .0520 73428 Tobin’s Q 1.94 1.37 74645 Cash F low/Assets .041 .081 74343 Cash/Assets .173 .068 74759 Advertising/ R&D .532 0 37612 Advertising/ Capital Expenditures .455 0 82046 Lagged Sales Growth .245 .100 67566 Dummy Variable for Advertising > 0 .318 0 84730 Panel B: Compustat Firms with Advertising > 0 Advertising/ Assets .0485 .0265 23981 R&D/ Assets .0430 0 23981 Capital Expenditures/ Assets .0823 .0532 23612 Tobin’s Q 1.97 1.38 23944 Cash Flow/ Assets .044 .082 23947 Cash/Assets .169 .072 23977 Advertising/ R&D 1.586 .355 12614 Advertising/ Capital Expenditures 1.410 .5520 26468 lagged Sales Growth .242 .101 21754 43 Table 1.2: Summary Statistics for Top 1000 US. Advertisers The sample includes all Compustat listed firrn-years in which the firm is listed in the top 1000 advertisers in the annual issues of Ad $ Summary frOm 1984 to 2002 and the firm reports non-zero foreign income, domestic income, and sufficient information to calculate Tobin’s Q. Financial firms, non US. based firms, and regulated utilities are excluded. All variables that are normalized by assets are divided by beginning of period book assets. Missing values for Total Advertising (i.e., the Compustat advertising figure) and R&D are assigned a value of 0. Tracked US. Advertising is the sum of advertising in the six domestic media outlet categories that have been tracked by Ad $ Summary for all years during the sample period. Tobin’s Q is defined as beginning of period (book assets + market equity - book equity)/(book assets). Cash flow is defined as net income plus depreciation (Compustat data items #14 + #18). Foreign profits are defined as pre- tax foreign income less foreign taxes paid (Compustat item #273- item #64). US. Profits are defined as pre-tax domestic income less domestic taxes (Compustat item #272 — (item #16 — item #64)). Ratios where the denominator is a 0 are coded as missing. The ratio Tracked U.S. Advertising/Total Advertising is set equal to 1 if this ratio is greater than 1 or if Total Advertising is missing. All variables are winsorized at the 1% and 99% points. The correlation statistics are simple correlations calculated over the entire sample. The symbol A indicates that annual changes in the indicated variable are calculated before calculating the indicated correlation. Mean Median Number of Obs. Panel A: Spending Total Advertising/Assets .062 .029 3028 Tracked U.S. Advertising/Assets .022 .008 3028 R&D/Assets .036 .016 3028 Capital Expenditures/Assets .072 .061 3028 Tobin’s Q 2.05 1.60 3028 Cash Flow/Assets .122 .1 19 3018 Total Advertising/R&D 2.55 .494 2052 Total Advertising/Capital Expenditures 1.32 .441 2986 Tracked U.S. Advertising/Total Advertising .503 .355 3028 Panel B: US. and Foreign Profits U.S. Profits (USP) / Assets .047 .045 3028 Foreign Profits (FP) / Assets .023 .015 3028 (U .S. Profits) / (U.S. Profits + Foreign Profits) .705 .760 3028 (Foreign profits) / (U.S. profits + Foreign profits) .295 .240 3028 (U SP/Assets) and (FP/ Assets) — correlation 0.161 3028 A(USP/Assets) and A(FP/Assets) — correlation 0.197 2473 A[(USP+FP)/Assets] and A(Firm Cash Flow/Assets) — 0.956 2520 correlation 44 Table 1.3: Regression Models of Investment, Total Advertising, and Firm Cash Flow The sample includes all active Compustat firm-years from 1984-2002 with the exception of foreign firms, financial firms, regulated utilities, and firm’s with inflation adjusted (to 2002) book assets of under $10 million. All models include firm-fixed effects and year effects (estimates not reported). Asymptotic standard errors are reported under the coefficient estimates and are robust to heteroskedasticity and serial correlation. The dependent variable in column 1 (columns 2-4) is a firrn’s annual capital expenditures (total advertising expenditures) normalized by beginning of period book assets. Missing values of advertising are set equal to 0. Cashflow/Assets is defined as (contemporaneous) net income plus depreciation normalized by beginning of period assets. In columns 2-4 we also add firm advertising back to income in our calculation of cash flow. Tobin’s Q is defined as (book assets + market equity — book equity)/(book assets) and is measured as of the start of the observation year (i.e., end of previous fiscal year). All variables are winsorized at the 1% and 99% points. The estimates in columns 1 and 2 are derived over the set of all Compustat Observations that satisfy the sampling criteria. In column 3 we restrict the sample to firms that have had positive advertising in the current year or in some year prior to the observation year. In column 4 we restrict attention to Observations where the firm is listed in Ad $ Summary’s list of top 1000 US. advertisers. For cases where a firm drops off this list, we also include the year following the exit from the list. *Significant at the 10% level, "Significant at the 5% level, *"Significant at the 1% level. (1) (2) (3) (4) Dependent Variable Cap. Ex/A Advert/A Advert/A Advert/A Cash Flow/Assets 0.0690*** 0.0185*** 0.0353*** 0.1711*** (0.0043) (0.0017) (0.0036) (0.0237) Tobin’s Q 0.0113*** 0.0011**"‘ 0.0022*** -0.0006 (0.0004) (0.0001) (0.0003) (0.0015) Which Observations All All Advert.>0 Top 1000 Number of 73068 74190 33662 6569 observations R2 0.5620 0.8082 0.8145 0.8861 45 Table 1.4: Regression Models of US. Advertising and Foreign Cash Flow The dependent variable in all columns is a firm’s annual tracked U.S. advertising in six media outlets tracked by Ad $ Summary normalized by beginning of period assets. The sample includes all firm-years listed in Ad $ Summary’s list of top 1000 advertisers for US. based firms listed on Compustat with the exception of regulated utilities and financial firms. If a firm drops out of the list we collect and use advertising information for the first year that they exit the list. Asymptotic standard errors are reported under the coefficient estimates. U.S. cash flow is defined as domestic pre-tax income less domestic taxes plus tracked U.S. advertising. Foreign cash flow is foreign pre-tax income less foreign taxes. Both cash flow measures are normalized by beginning of period book assets and are measured over the same year as the advertising activity. Q is defined as (book assets + market equity — book equity)/(book assets) as of the start of the fiscal year. The models in columns 1, 3, and 4 are estimated in first-differences calculated only over consecutive annual Observations with heteroskedasticity robust standard errors. All variables in these columns are winsorized at the 1% and 99% points after taking differences. The models in columns 2, 5, and 6 are estimated using firm fixed effects with an assumed AR(1) error structure and the Baltagi and Wu (1999) estimator. All variables in these columns are winsorized at the 1% and 99% points. The estimates in column 3 (column 4) are estimated over the sub-sample of Observations where the firm’s tracked advertising spending in the lagged year used to calculate the difference was greater than (less than) the sample median. The estimates in column 5 (column 6) are estimated over the sub-sample of observations where the firm’s advertising spending in the year prior to the observation year was greater than (less than) the sample median. In cases where advertising was missing in the prior year, we assign an Observation to column 5 or 6 based on the current year’s advertising spending. *, **, "*Significant at the 10%, 5%, and 1% levels respectively (1) (2) (3) (4) (5) (6) US. Cash 0055‘" 0.076‘" 0085"” 0.005‘" 0127‘" 0.006‘" Flow/Assets (0.007) (0.004) (0.01 1) (0.002) (0.008) (0.001) Foreign Cash 0.033” 0.024" 0.052" 0.008‘ 0.046" 0.009‘" Flow/Assets (0.014) (0.012) (0.023) (0.004) (0.023) (0.003) Q 0001"" 0.001" 0.002‘" 0.0001 0.001 0.0002" (0.0004) (0.0003) (0.001) (0.0001) (0.001) (0.0001) Which Observations All All Big Ad. Small Big Ad. Small Ad. Ad. Estimation Procedure FD FE FD FD FE FE Number of 2473 2623 1232 1241 1267 1276 observations R2 0.127 0.157 0.201 0.042 0.259 0.064 46 Table 1.5: Regression Models of U.S. Advertising for Sub-samples Grouped by Firm Characteristics The dependent variable in all columns is a firm’s annual tracked U.S. advertising normalized by beginning of period assets. All explanatory variables are defined as in Table 4. Models are estimated in first-differences with asymptotic standard errors reported under the coefficient estimates. All variables are winsorized at the 1% and 99% level after taking first differences. Each model is estimated over a sub-sample based on the sorting criterion indicated in the column. These criteria group firms by the expected level of financial constraints. Each column denotes the expected constraint level relative to the counterpart sub-sample for the indicated sorting criterion. Age is number of years since the firm’s first Compustat record with a non-missing stock price. Size is inflation adjusted book value of assets. Divs is annual dividends over net income. Leverage is defined as short-terrn debt plus long-term debt divided by book assets. Cash holdings are cash plus marketable securities divided by book assets. Credit rating is the firm’s S&P senior debt rating. For the age, size, dividends, leverage, and cash holdings sorting criteria, we select sub-samples based on whether the indicated firm characteristic is in the top or bottom tercile based on start of year or prior year characteristics where younger firms, smaller firms, lower dividend firms, higher leverage firms, and lower cash holdings firms are assigned to the “High” constraint category. Firms with credit ratings at or below (above) BBB+ are assigned to the high (low) constraints group. Firms that indicate (do not indicate) that they undertake currency swaps, future, or options in 1993 are labeled hedgers (non-hedgers). *, **, ***Significant at the 10%, 5%, and 1% levels respectively. 47 Table 1.5 (I) (2) (3) (4) (5) (6) (7) (8) Constraint High Low High Low High Low High Low Level U.S. Cash 0074‘” 0.016” 0.083'” 0.010 0.059'” 0.061‘” 0.019” 0.024‘” Flow/Assets (0.010) (0.017) (0.011) (0.012) (0.010) (0.001) (0.009) (0.006) FOR Cash 0.059” -0.0002 0.057‘ 0.023‘” 0.052” -0004 0.079‘” 0.014 Flow/Assets (0.024) (0.013) (0.029) (0.008) (0.023) (0.018) (0.021) (0.010) Tobin’sQ 0.002“ 0.001 0.002“ 0.001 0.002" 0.001 0.003” 0.0003 (0.001) (0.001) (0.001) (0.001) (0.001) (0.001) (0.001) (0.0003) Sorting Age Age Size Size Divs. Divs. Cred. Cred. Criterion Rat. Rat. Obs. 869 812 825 824 823 822 609 I 181 R2 0.177 0.061 0.193 0.063 0.161 0.131 0.150 0.078 (9) (10) (ll) (12) (13) (14) Constraint High Low High Low High Low Level U.S. Cash 0061*" 0053*" 0030*" 0079*" 0082*" 0056*" Flow/Assets (0.013) (0.017) (0.009) (0.01 1) (0.016) (0.01 1) FOR Cash 0085*" -0.0003 0.015 0.033 0.187*** 0.039" Flow/Assets (0.029) (0.022) (0.019) (0.021) (0.058) (0.016) Tobin’sQ 0004*" 0001*" 0.001 0.001" 0.0003 0001* (0.002) (0.001) (0.001) (0.005) (0.001) (0.001) Sorting Leverage Leverage Cash/ Cash/ Non- Hedgers Criterion Assets Assets hedgers Obs. 821 821 825 824 387 1099 R2 0.206 0.119 0.083 0.198 0.306 0.134 48 ESSAY 2. WHAT HAPPENS IN ACQUISITIONS? EVIDENCE FROM BRAND OWNERSHIP CHANGES AND ADVERTISING 2.1 Introduction What happens when a corporate asset changes hands? A large literature on mergers, acquisitions, and asset sales suggests that ownership changes often lead to substantial shifts in the way that assets are managed. These shifts have the potential to alter the efficiency and value of the affected assets. Given this potential, understanding how new owners manage acquired assets is clearly an issue of much importance. While prior evidence is consistent with the hypothesis that assets are often managed differently following changes in control, with a few notable exceptions discussed below, much of the evidence is indirect. A major impediment to more direct investigation arises from the fact that it is difficult to track the behavior of individual assets that are merged into a larger organization. Moreover, accounting adjustments associated with changes in control can cloud accounting comparisons across different ownership regimes. In this paper we provide direct evidence on the consequences of control changes by studying a unique database of advertising spending at the brand level. Viewing advertising as a form of investment in a brand, we are able to examine whether new owners follow different investment policies than prior owners, holding constant the underlying asset -- the brand. In addition, we are able to assess whether the cross- sectional variation in post-acquisition advertising behavior supports different hypotheses 49 regarding corporate control activity. The database we examine includes non-public information collected directly from media outlets by a marketing-intelligence data vendor. lmportantly, this data is available not only for domestic public firms, but also for private firms and foreign firms. This rich feature of our data has the important advantage that it allows us to track advertising investment behavior as brands move across different owner types (public, private, foreign). In our sample of 555 brands that experience an ownership change between 1998 and 2003, we find strong evidence that new owners often do sharply shift a brand's advertising strategy. In particular, new owners have a disproportionate propensity to either sharply increase or decrease advertising in a purchased brand relative to a set of size-industry matches. This finding of large changes in both directions may explain why prior investigations of average changes in post-acquisition investment have yielded limited results (e.g., Healey, Palepu, and Ruback (1992)). The fact that new owners often shift a brand's advertising strategy indicates that the identity of an asset's owner can play an important role in the management of the asset. While we observe both sharp increases and decreases in spending after acquisitions, the tendency to cut sharply is substantially more pronounced in our sample. Thus, while acquisitions may occur for a host of reasons, our evidence suggests that on average they exert downward pressure on investment spending, at least in the form of advertising. When we examine differences across buyer and target/seller types, we find evidence that increased (decreased) private ownership of assets is associated with a downward (an upward) shift in advertising compared to other deals. A similar but statistically weaker result holds for foreign ownership. When we restrict attention to 50 deals between public firms, we are unable to detect any significant cross-sectional relation between firm characteristics and advertising behavior. Our evidence on private owners suggests that the investment cuts reported by Kaplan (1989) and Muscarella and Vetsuypens (1990) for certain specialized samples Of LBO firms are part of a much more general phenomenon. The tight purse strings of private owners indicates that these owners either specialize in curbing unprofitable spending or, alternatively, are forced to cut spending in response to heightened financial constraints. Our evidence tends to support the former explanation over the latter, as buyers with ties to sophisticated investment firms (i.e., private equity funds, LBO firms, financial firms) have a slightly higher tendency to cut post-acquisition advertising than other private buyers (e.g., closely held family firms). The abnormal propensity of buyers to cut advertising in purchased brands suggests that acquisitions may present opportunities for buyers to realize cost savings by economizing on their advertising investment. Alternatively, buyers may simply shift advertising from the purchased brands towards their other brands. We investigate these possibilities by studying the advertising behavior of the buyer's other brands around the time of the acquisition. Interestingly, we find that buyers tend to cut advertising in the brands that closely overlap with the purchased brands, but do not significantly change advertising in their non-overlapping brands. The observed advertising cuts in overlapping brands suggest that acquisitions present opportunities to realize cost savings in overlapping activities, a notion with some prior support in the literature (e.g., Healey, Palepu, and Ruback (1992), Houston and Ryngaert (1994)). 51 The efficiency of any cost cutting activity depends on whether the anticipated benefits associated with the foregone spending are less than the savings realized. If they are, the expectation Of cuts in spending will be associated with deal value creation. In our sample, we find that the combined acquisition announcement returns of the buyers and targets/sellers are in fact positively related to some measures of post-acquisition downward shifts in advertising spending. Since the cuts we observe are likely to be an indicator of more general cost cutting efforts, this finding suggests that efficient costs savings are expected and realized in some acquisitions. This evidence on announcement returns and actual post-acquisition cost cutting behavior complements the recent findings of Houston, James, and Ryngaert (2001) and Bemile (2004) who report that the market's reaction to merger armouncements is closely related to anticipated cost savings. To further investigate the consequences of post-acquisition changes in advertising behavior, we study the market share dynamics of our sample brands. If the benefits to marginal advertising spending are high, post-acquisition downward shifts in advertising may be associated with losses in brand market share. Interestingly, we find that purchased brands do not experience significant losses in market share around the time of the acquisition, even in cases when the brand experiences a downward shift in advertising. In addition, the buyers' overlapping brands appear not to experience abnormal changes in market share subsequent to the acquisition. This evidence is consistent with the notion that any lost benefits from post-acquisition cuts in advertising are small, suggesting that the downward revisions in spending we observe are, in fact, efficient. 52 Taken as a whole, our evidence supports the hypothesis that corporate control activity has a real effect on how assets are managed. Private entities appear to play a special role in this activity. Our findings indicate that purchasers of assets often adopt strategies to exploit cost savings opportunities brought about by an acquisition, and on balance the evidence supports the hypothesis that these cost savings strategies are efficiency enhancing. Thus, a generally healthy picture of efficient revisions in spending strategies following an acquisition emerges. Our findings complement prior evidence on changes in plant efficiency following ownership changes (e. g., Lichtenber and Siegel (1990), McGuckin and Nguyen (1995), Maksimovic and Phillips (2001), Schoar (2002)). These prior studies share a similar feature to ours in that they also track the behavior of an individual asset across different owners. The efficiency changes identified by these authors can be thought of as the net effect of various operational changes brought about by an asset's new owner. Our data lends itself more naturally to identifying some specific operational changes implemented by new owners. The rest of the paper is organized as follows. In section 2.2 we review the relevant literature and outline our empirical strategy. In section 2.3 we detail our sample construction and present summary statistics on sample transactions. In section 2.4 we present our results on advertising and market share changes associated with brand acquisitions. Section 2.5 concludes. 2.2 Motivation and empirical strategy 2.2.1 Value creation and the market for corporate assets 53 Corporate assets can fall under new ownership in either firll-firm or partial-firm acquisitions. Maksimovic and Phillips (2001) show that both of these paths towards new ownership are common. In the case of acquisitions of entire firms, a large number of announcement return studies show that targets tend to experience large increases in value while bidder returns are small and often centered around zero.26 The combined return of targets and bidders, an indicator of total value creation or synergies from a deal, are on average positive (e.g., Bradley, Desai, and Kim (1988)). This is an important fact, as it suggests that mergers often result in a more efficient use of the target firm's assets.27 In the case of partial acquisitions, there is ample evidence that asset sellers and buyers both experience positive average announcement returns (e.g., Alexander, Benson, and Karnpmeyer (1984), Jain (1985), and Hite, Owers, and Rogers (1987)). Thus, similar to the evidence on full-firm acquisitions, this evidence is consistent with the idea that ownership changes tend to reallocate assets to more efficient uses.28 Since announcement return evidence often admits multiple interpretations, several studies also consider operating performance information. Some studies find that accounting performance improves on some dimensions after a merger (e. g. Healy, Palepu, and Ruback (1992), and Andrade, Mitchell, and Stafford (2001)), but the findings are far from conclusive. The picture is further clouded by the fact that mergers and 2" See the surveys of Jensen and Ruback (1983), Jarrell, Brickley, and Netter (1988) and Andrade, Mitchell and Stafford (2001). 27 There are other interpretations of the event study evidence based solely on information revelation arising from transaction announcements. Recent evidence by Moeller, Schlingemann, and Stulz (2005) indicates that some very large deals in the 1998-2001 period exhibited highly negative combined bidder plus target announcement returns. 23 In the case of asset sales, the seller's announcement return may reflect the market's assessment of what the selling firm will do with the sale proceeds rather than pure efficiency gains on the transferred assets. For a discussion and evidence, see Lang, Poulsen, and Stulz (1995) and Bates (2005). 54 acquisitions typically result in large special adjustments to a firm's accounting statements, making it difficult to make intertemporal comparisons of operating performance. Given these issues and the generally mixed evidence, the post-acquisition operating performance literature can be viewed as being only suggestive of efficiency improvements following acquisitions. A richer picture of efficiency consequences following ownership changes emerges from studies that use micro-level census data on individual manufacturing plants. McGuckin and Nguyen (1995) and Maksimovic and Phillips (2001) report that acquired plants often experience increases in productivity under new ownership. However, Schoar (2002) reports that the purchasers of these plants often display a post- acquisition decline in the productivity of their existing plants. Consequently, in some types of acquisitions, notably diversifying acquisitions, the net effect of the ownership change on overall asset efficiency may in fact be negative on average. These studies provide important evidence suggesting that (a) new owners often operate purchased assets differently than former owners, and (b) the presence of newly acquired assets may affect the operation of a firm's existing assets. We hope to shed further light on these issues in our study. 2. 2.2 Sources of value changes in acquisitions One goal in the literature on acquisitions is to determine whether ownership changes create value on average. A second goal is to understand the cross-sectional variation in deal success in light of the many possible costs, benefits, and motivations underlying observed transactions. For example, some assets may fit particularly well 55 together, in which case the value/efficiency gains from merging them may be particularly large. At the same time, much has been written about the possibility of managerial incentive problems leading to value destruction in some corporate control activity (e. g., Merck, Shleifer, and Vishny (1990) and Lang, Stulz, and walkling (1989, 1991)). To investigate these issues, a large literature has emerged exploring both the determinants of acquisition performance and the likelihood of a transaction occurring. Much of this literature can be viewed as attempts to understand the causes and consequences of acquisition activity. Factors that have been emphasized as potential determinants of deals occurring and/or succeeding include the technological fit of an asset with other assets, agency problems at the divisional and CEO levels, financial constraints, and behavioral factors. The scope of the resulting literature is enormous (see the survey by Andrade, Mitchell, and Stafford (2001)). While a few consistent findings have been reported, no simple picture emerges regarding the determinants of acquisition success. This likely is a reflection of both the richness of corporate control behavior along with the indirect nature of many of these analyses. For the purposes of our study, a couple of reported findings are particularly relevant. It is frequently suggested that acquisition synergy gains may be larger when there is substantial asset overlap between the buyer's assets and the purchased assets (e.g., Healey, Palepu, and Ruback (1992)). Using detailed data on the locations of bank branches, Houston and Ryngaert (1994) show that combined bidder plus target announcement returns are closely related to the degree to which merging banks' operations overlap. This finding suggests that cost cutting opportunities arising from 56 overlapping activities are an important part of acquisition synergy gains. We will explore this possibility in our analysis by examining advertising behavior and brand overlap. A second relevant finding is the evidence reported by Houston, James, and Ryngaert (2001) and replicated on a larger and more general sample by Bernile (2004). These authors find that combined target plus bidder announcement returns are closely related to management's estimates Of projected costs savings. This evidence suggests again that cost savings are an important source of the value gain associated with many ownership changes. We can complement this evidence by using information on post- acquisition spending changes to assess whether actual, rather than projected, spending cuts are associated with the market's assessment of deal value creation. 2. 2. 3 Investment policy and changes in control One important way in which new owners may manage assets differently from prior owners is in the investment policy they adopt for the acquired assets. Any such changes in investment policy have the potential to substantially change asset values. Some theories of corporate control activity suggest that acquirers may tend to cut investment in acquired assets. For example, we would expect this to occur if acquisitions are frequently motivated by a desire to curb the overinvesting behavior of empire building managers (e. g., Jensen (1986)).29 Additionally, investment cuts may be observed if acquisitions allow firms to cut duplicate investment in overlapping activities (e.g., Houston and Ryngaert (1994)). 29 Interestingly, Servaes (1994) fails to find evidence supporting the hypothesis that takeovers targets are systematic overinvestors. 57 On the flip side, in some circumstances new owners may choose to increase investment following an acquisition. This could occur if the old owner of an asset was financially constrained and thus unable to optimally fund the asset's growth. Additionally, increases in investment may arise if the combination of new and old assets generates valuable growth opportunities to exploit or if the acquisition is part of a general growth strategy of the acquirer. This discussion suggests that there may be high variability in investment policy changes following acquisitions with an abnormal propensity for both sharp increases and decreases in investment spending. Consequently, much of the interesting variation in the data may effectively cancel out in tests that focus solely on average changes in investment following acquisitions. This may explain why prior research on capital expenditures following mergers fails to find evidence of a significant average change in investment (e.g., Healey, Palepu, and Ruback (1992)). Similarly, researchers have uncovered little evidence of significant average changes in R&D spending following mergers (e.g., Hall (1988)).30 A recent study by Pesendorfer (2003) examines mergers in the paper industry and finds some evidence consistent with abnormal variation in post- merger investment policies. In particular, he finds that merged entities are significantly more likely to expand or contract plant capacity than their non-merged counterparts. In our study we can assess whether this excess variability in post-acquisition spending is a more general phenomenon. 3° Interpreting these prior results is clouded by the difficulty in measuring investment intensity for an asset base that is often changing because of post-acquisition restructuring and special merger accounting adjustments. Bhagat, Shleifer, and Vishny (1990) find that hostile takeover targets do not display an abnormal propensity to make large investment cuts. However, overtly hostile deals are a very rare occurrence during our more recent sample period. 58 In the special case of leveraged buyouts (LBOs), prior authors present evidence of substantial capital spending cuts (e.g., Kaplan (1989), Smith (1990), Muscarella and Vetsuypens (1990)). These cuts do not appear to extend to R&D investment (e.g., Lichtenberg and Siegel (1990), Smith (1990)), perhaps because LBO firms typically operate in low R&D intensity sectors (e.g., Hall (1990)). The finding that LBOs are associated with significant changes in capital spending suggests that certain types of ownership structures, for example private ownership, may be associated with substantial revisions in investment spending. However, since much of the LBO evidence is based on special samples Of private firms that eventually re-enter the public equity markets, the generality of the LBO findings is an open question. 2. 2.4 Owner type and acquisition activity Prior event study evidence on acquisitions suggests that there may be something special about transactions that change the private or public ownership status of an asset. In particular, Chang (1998) and Fuller, Netter, and Stegemoller (2002) show that bidder returns are higher when a public firm acquires a private target rather than a public target. This suggests that the synergy gains associated with these deals is different from deals between public firms, or, alternatively, that the division of the synergy gains is different. With regard to shifts from public to private ownership, DeAngelo, DeAngelO, and Rice (1984), and Lehn and Poulsen (1989) show that these transactions are often associated with particularly large event returns, while Kaplan (1989) shows that LBO deals are often followed by improved operating performance. 59 While these findings are suggestive, direct comparisons of how private and public owners differ in their management of an acquired asset are difficult to make given the paucity of available data on the management of assets under private ownership. Even most studies that use information on plant productivity are unable to examine differences between public and private ownership. Since we can track a certain type of investment spending, advertising, across different types of owners, our sample has the potential to further our understanding of differences between public and private ownership. With regard to investment spending, there are reasons to suspect that there may be substantial differences between public and private firms. In particular, since private firms are closely held, decision makers at these firms may have a relatively stronger incentive to make value maximizing decisions. Thus, if managers have a general tendency to overspend, private ownership may be associated with lower investment spending as overinvestrnent at these firms is more successfiilly curbed. At the same time, some private firms may have less access to capital than public firms given their inability to tap public capital markets. Consequently, enhanced financial constraints may increase the propensity of these firms to underfund profitable investment opportunities. Both of these possibilities suggest that private owners may spend less freely than their public counterparts. We will explore for this possibility in our sample and attempt to distinguish between the two scenarios. Transactions involving foreign firms may also be special in certain ways. While many cross-border deals likely have similar motivations to domestic deals, several authors have noted that there can be special factors involved in these transactions. In particular, cross-border deals may be motivated by investor portfolio diversification 60 concerns (Caves (1971)), exchange rate factors (F root and Stein (1991)), tax shifting opportunities (Scholes and Wolfson (1990)), and corporate governance considerations (Rossi and Volpin (2004)). These special issues, along with factors such as culture or familiarity, could conceivably lead to differences in the investment policies Of foreign owners compared to domestic owners. Given the potential differences, in some of our modeling below we control for whether the buyer or target/seller is a foreign firm. This may allow us to provide additional evidence on the nature of cross-border deals and the investment policies of foreign firms.3 1 2. 2.5 Advertising as an investment The idea that advertising can be viewed as an investment has a long history in the fields of economics and marketing (see the survey by Bagwell (2005)). In particular, following Schmalensee (1976), it is reasonable to expect that profit maximizing firms will invest in advertising to the point where the marginal cost of this spending are equal to the marginal benefits. These benefits may include increased future or sales or higher output prices. Several finance authors treat advertising as a component of a firrn's investment decision in parts of their analyses (e. g., Smith (1990), Holthausen and Larcker (1996), and Andrade and Stafford (2004)). In a recent study, Fee, Hadlock, and Pierce (2006) examine advertising investment for a large sample of publicly traded firms. They report that advertising spending is a significant component of total investment for firms that report non-trivial 3 ' Event study evidence on foreign transactions is mixed. Harris and Ravenscraft (1991) find that target returns are higher in cross-border deals, but Dewenter(1995) finds no difference. McCabe and Yook (1996) find higher bidder returns in cross-border transactions, but Moeller and Schligemann (2005) report the opposite result. 61 advertising spending. In addition, they uncover some patterns regarding the determinants of advertising spending that suggest important similarities with other types of investment decisions (e.g., capital expenditures, R&D). The evidence of Fee, Hadlock, and Pierce (2006) suggests that advertising spending is an important decision to look at in its own right, at least for the types of advertising-intensive brands that are represented in our sample. In addition, their evidence indicates that advertising decisions may provide us with more general insights on investment spending around ownership changes. 2. 2. 6 Empirical Strategy Our strategy is to use the availability of information at the brand level to track advertising investment spending as assets experience changes in ownership. An advantage of this approach arises from the fact that brand advertising is a specific investment in the brand. Thus, we can study changes in investment intensity holding the relevant asset base -- the brand -- fairly fixed. This distinguishes our study from investigations using accounting data, as the asset base in these prior studies is often changing as a result of post-acquisition restructuring actions and accounting adjustments. In our analysis we benchmark advertising decisions of acquired brands against the advertising behavior of similar brands with no ownership change. This allows us to assess whether ownership changes are associated with abnormal revisions, upwards or downwards, in investment spending behavior. Not only can we assess how acquired brands compare to non-acquired brands, we can also make comparisons of advertising 62 behavior across different types of deals. Thus, we can directly compare deals with private acquirers to deals with public acquirers. We can also explore whether other potentially relevant firm or deal characteristics, for example measures of financial constraints or agency conflicts, are related to post-acquisition investment spending behavior. Our ability to directly compare across different types of deals is a distinguishing feature of our investigation. An additional component to our empirical strategy is to explore inter-firm linkages in investment decisions. In particular, we can examine how advertising investment in an acquired brand interacts with an acquirer's investment in their other brands. This can provide rich information on how acquired assets are digested and integrated into larger organizations, an issue for which little is known. Finally, by relating advertising behavior to measures of performance such as announcement returns and changes in market share, our study can provide information relevant for understanding the overall efficiency of the acquisition process 2.3 Data and Sample Selection 2. 3. 1 Identifying the sample We identify brands and collect advertising information from publications and databases issued by Competitive Media Reporting/Taylor Nelson Sofres Company (CMR/TNS) and its predecessors. CMR/TNS gathers advertising data directly from major U.S. radio and television stations, newspapers, magazines, billboard companies, 63 etc. This data is relied on heavily by firms in their marketing intelligence and is used in many of the empirical studies of advertising surveyed by Bagwell (2005). Information on brand advertising spending and ownership is reported in annual releases of the Company Brand $ database issued by CMR/TNS. We choose as our sample period the most recent 5-year period available from this source (1998-2003). The database reports information at a very micro level. For example, "Trident Sugarless Gum" is identified separately from "Trident Sugarless Mints.” We refer to these individual listings as microbrands. As we explain shortly, in our subsequent analysis we aggregate these microbrands together to create a more reasonable definition of a brand (i.e., "Trident" in this example). If a microbrand's reported owner in 2003 differs from its 1998 owner, we conduct news searches in the Factiva database to investigate whether there was a substantive change in ownership.3'2 If we can confirm that there was a change in the entity controlling the brand, we collect details on the ownership change. Control is defined to be any ownership stake exceeding 50%. We supplement news article information with any deal details reported in the SDC mergers and acquisitions database. In some cases a brand changes hands more than once during the sample period, in which case each ownership change is treated as a separate Observation. For each microbrand with a confirmed ownership change, we use visual inspection to group together for each year all other microbrands listed in the CMR/TNS data files that share a common name with the microbrand. Annual information on these 32 Spellings and abbreviations of microbrands sometimes change slightly with each annual data release. Our electronic screening for potential ownership changes can only detect cases in which at least one microbrand with no change in spelling has a change in its listed owner. 64 microbrands is derived from the Ad $ Spender database, as this data is available in an electronic format on an annual basis.33 The identified set of microbrands is what we refer to as a brand in what follows. In all but a handful of cases, all Of a brand's component microbrands were transferred in the ownership change event. In the few cases in which only a subset of a brand's microbrands were transferred, the subset is treated as the relevant brand for further study. The preceding procedures yield a sample of 555 distinct brand ownership changes. For each of these changes, we record the identity of the buyer and target/seller of the brand and match these owners to the Compustat and CRSP files when possible. If we determine that the owner of a brand is a subsidiary of another entity, we attribute ownership to the ultimate parent. If an identified owner is not a CRSP or Compustat listed firm, we conduct news searches to identify whether the owner is a private or foreign firm. In table 2.1 we report some initial summary statistics describing the sample. Consistent with economy-wide patterns in acquisition activity, the number of brand ownership changes falls sharply between 2000 and 2001. Approximately 2/3 of the ownership changes entail a full acquisition of one firm by another (377 of 555), with the remaining 1/3 representing partial acquisitions of the seller's assets, typically the purchase of a division. Since the motivations for full and partial acquisitions may differ, in our later analysis we explore for possible differences. In what follows we will use the 33 To identify ownership changes, we hand coded data from the Company Brand 8 volumes for the years 1998 and 2003. The Ad $ Spender CDs are not useful for identifying brand owners, as the CDs start in 2001 and each CD only lists a brand's current owner along with S-years of advertising information. The advertising information in the two data sources matches exactly as they are issued by the same firm. 65 word seller to interchangeably refer to the seller of an asset in a partial acquisition and the entire target firm in the case of a full acquisition. As we report in the table, the sample is composed of 348 distinct control change events. These events lead to 555 brand ownership changes, as 84 events are cases in which multiple brands are purchased in a single acquisition. Since we view the brand as the unit of interest, most of our analysis below is conducted at the brand level. However, since there could be some within-deal correlation when multiple brands are acquired, we do explore the robustness of some of our findings to the treatment of each brand as an independent observation. For each brand, we calculate total tracked advertising as the sum of all of the calendar-year advertising of the component microbrands in the ten media categories tracked by CMR/TN S. Focusing on the year prior to the deal announcement, we report in table 1 that the mean level of tracked advertising is $11.46 million. This figure suggests that the brands we study are advertised fairly intensely. Normalizing a brand's tracked advertising by the owner's total reported advertising in Compustat, the sample mean is 21.33%. The fact that this figure is substantially below 100% is not surprising, as the CMR/TNS numbers pertain to advertising in an important but limited set of major domestic media outlets while Compustat figures pertain to all advertising. In addition, the CMR/TN S data pertains to a specific brand while Compustat total advertising figure pertains to all of a firm's brands. As long as the CMR/TNS data are a reliable indicator of an owner's promotion of a given brand, a very reasonable assumption in our view, the data should be informative for the purposes of our study. 66 The figures in the bottom rows of table 2.1 indicate that there is substantial heterogeneity in the types of buyers and sellers represented in the sample. Approximately half of the buyers and sellers are publicly traded U.S. firms. The remaining buyers and sellers are either private domestic firms or foreign firms (both public and private). Within the private domestic category, there are a fair number of traditional private Operating firms, but also a substantial number of specialized investment companies (e.g., private buyout firms such as KKR). It is possible that private operating companies and private investment companies have somewhat different motivations for engaging in assets sales or purchases, a possibility we examine in some of our analysis below. While we have limited information on the foreign firms in our sample, it appears that most of these firms are large multinational entities. 2. 3.2 Characteristics of buyers, sellers, and transactions Since firm characteristics may affect acquisitions, we present in table 2.2 summary statistics on the buyers and sellers in our sample. Most of these statistics are based on Compustat data, so the figures are typically missing for private and foreign firms. In panel A (panel B) we present statistics on sellers (buyers) as a group, while in panel C we present statistics on the characteristics of sellers relative to buyers. Given the typical skewness of ratio measures, in panel C we report medians only. The figures in the table indicate, not surprisingly, that buyers are generally larger than sellers. However, sample acquisitions are certainly substantial from the buyer's perspective, as the amount paid in the median transaction is equal to 40% of the buyer's book assets. Sellers tend to have higher leverage than buyers, suggesting that alleviation 67 of financial constraints may motivate some ownership changes. Sellers also tend to have lower levels of Tobin's Q and sales growth than buyers. This is consistent with the idea that buyers have better managerial skills or growth prospects than sellers, enabling them to more effectively manage an acquired brand. Finally, sellers and buyer's are in the same 2-digit industry in 72.79% of all cases, indicating that the majority of the deals we study are somewhat horizontal in nature. In interpreting our later evidence, it is useful to gauge the market's overall reaction sample deals. As we report in table 2.3, the market reaction to the control changes in our sample is Similar what others report for full firm and partial firm acquisitions. Using a 3-day event window, the figures in the table reveal that the typical market reaction for sellers is positive and highly significant while for buyers it is negative and insignificant. Using the combined return of the buyer and the seller as a measure of synergy gains, the mean and median gains are both positive (2.13% and 1.51% respectively) and highly significant. This indicates that sample deals on average create shareholder value. Our subsequent analysis may shed some light on the sources of this value creation. In panel B of table 2.3 we report method of payment information. Since approximately one third of these transactions entail purchases of only part of the seller's assets, our sample has a fairly higher proportion of pure cash deals (51.72%). Given the well-known importance of payment method in announcement returns, we include it as a control variable in some of what follows. In panel C of table 2.3 we report information on stated reasons behind sample deals. These reasons are not mutually exclusive and are based on our reading of the 68 longest news article in F activa released around the transaction announcement. Deals with no indication of an economic motivation are treated as having a missing stated reason. As we report, reported reasons for sample deals are fairly typical of what one would expect. The most common reasons are that the assets are a good/better fit with the buyer (43%) and that the buyer can better finance/nurture/ grow the acquired asset (39%). Many deals are also attributed to a buyer's desire to diversify into new regions/product lines. In partial acquisitions (i.e., asset sales) the seller's desire to focus is often given. Only a small number of deals (5%) have cost savings or efficiency improvements as an explicitly stated reason. However, the better fit category may include many cases in which there are anticipated cost savings or efficiency gains from a deal. 2.4 Advertising and Market Share Changes Associated with Brand Transfers 2. 4. I Variability in advertising policy around ownership changes As we discuss earlier, one way to detect whether ownership changes have an effect on how assets are managed is to examine whether there are sharp changes in the intensity with which new owners advertise purchased brands. To investigate, for each purchased brand we calculate the percentage change in advertising expenditures between the year prior to deal announcement (hereafter year -1) and the year following deal completion (hereafter year +1). We seek to determine whether these changes in advertising are abnormally large on average relative to the benchmark of what one would expect had there been no ownership change.34 3" lrnplicitly we are conditioning on a brand surviving from year -1 to year +1. Our benchmarks are also chosen conditional on surviving from year -1 to year +1. Thus, we can make inferences on the role of 69 To calculate this benchmark, we use a size-industry matching approach. Specifically, for each transferred brand we select brands that are in the same industry and have advertising falling between 50% and 200% of the sample brand as of year -1. Exact details on the procedure used for selecting these matches are reported in the appendix. Since below we use decile-based measures of advertising changes, we create matching portfolios only for sample brands for which 9 or more matches can be identified. The set of matches for each sample brand is referred to hereafter as its matching portfolio. For each brand in a matching portfolio, we calculate its percentage change in advertising over the year -1 to year +1 period. We then calculate decile breakpoints for the matching portfolio based on the derived empirical distribution of advertising changes. The purchased brand is assigned to a decile based on where its percent advertising change falls relative to the decile breakpoints derived from its matching portfolio. Observations in decile 1 (decile 10) are cases in which the sample brand decreases (increases) advertising most sharply relative to its size-industry group. If control changes have no effect on advertising strategies, the decile assignments for purchased brands should be unifonnly distributed from 1 through 10. However, an inspection of the data reveals an abnormally large portion of observations in the top and bottom deciles. The figures in table 2.4 illustrate the basic story. The percentage of observations in the bottom decile is 19.86%, a figure that is almost double the expected rate of 10%. The difference is highly significant (p<.01). We also find that 13.16% of all purchased brands fall in the top decile, a figure that is substantially larger than the expected rate of 10%. The difference here is significant at the 5% level using a simple acquisitions in the management of surviving brands. 1f acquirers tend to eliminate brands with an elevated frequency, the overall effect of acquisitions on how assets are managed will be understated by our analysis. 70 binomial test, and at the 1% level using a binomial test that conditions on the fact that an observation is not in the bottom decile. The conditional test is more appropriate if we seek to understand whether there is an abnormally large upper tail in the distribution of advertising changes after accounting for the fact that there is certainly an abnormally large lower tail. Grouping together the lower and upper deciles, fully 33.03% of sample brands fall in the top or bottom decile of advertising changes measured relative to their size-industry group. This substantially exceeds the theoretical expectation of 20% and is highly significant (p<.01). Thus, putting it all together, the results offer quite strong evidence that ownership changes are associated with abnormally large variability in changes in advertising spending. The presence of large advertising cuts appears more pronounced than large increases, but we do find evidence for both types Of behavior. If we create a measure Of a brand's overall change in advertising by subtracting from each brand's change the median of its matching portfolio, we find that the sample median for these benchmarked changes is -6.03%, a figure that is not quite significant at the 10% level (p=.105). Thus, the presence of a very large lower tail and a moderately large upper tail combine to hint at an overall decrease in advertising, but the evidence is not overwhelming. This may explain why prior tests of investment changes following control changes have failed to yield strong results; the two abnormally sized tails partially cancel out and mask much of the interesting variation. The purchased brands we study may have had abnormally large variation in their advertising/investment policies even before the change in control. If this is the case, the event we focus on may not be the driving factor behind the elevated variability uncovered 71 above. To investigate, we identify the brand within each matching portfolio that was closest to the purchased brand in its percent advertising change between year -2 and year -1. Thus we essentially match on size, industry, a_nd recent advertising changes. For each selected match (one for each sample brand), we calculate its percentage change in advertising from year -1 to year +1 and the decile to which this change corresponds. As we report in column 2.4 of table 4, 9.77% of these matches fall in the bottom decile and 8.62% are in the top decile. Neither of these figures is significantly different from the theoretical expectation of 10%. Thus, it does not appear that brands with similar recent advertising changes to our purchased brands have an abnormal propensity to fall in the extreme deciles in their subsequent advertising behavior. Formal tests, reported in table 4, confirm that the propensity for sample purchased brands to fall into the bottom and/or top deciles differs significant from the selected matches. This evidence lends further support to the hypothesis that the abnormal variability we report above is in fact caused by the change in control of the brand. 2. 4.2 Owner type and post-acquisition advertising Our preceding results demonstrate that changes in ownership are associated with abnormally large changes in advertising spending in both directions. This is highly consistent with the notion that the identity of an asset's owner affects how the assets are managed, presumably because of differences in underlying firm characteristics. In this subsection and the next, we attempt to identify some of the underlying characteristics that influence a new owner's investment strategy. 72 As we discuss in the introductory sections, there are reasons to expect that private owners may invest less heavily than their public counterparts either because of lessened agency problems or heightened financial constraints. If this is the case, we would expect advertising to decrease (increase) when assets go from public to private ownership. In addition, since foreign owners may have unique motivations for buying and selling U.S. based assets, these owners may also invest differently than their domestic counterparts. To investigate, we estimate cross sectional regressions in which the dependent variable measures advertising changes and the explanatory variables indicate owner type. We use two different dependent variables to measure post-acquisition advertising changes over the year -1 to year +1 window. The first measure, which we refer to as the log measure, is defined as the log Of (l + a brand's percentage change in advertising) less the median of this quantity for the brand's matching portfolio. The second measure, which we refer to as the decile measure, is the decile assignment for a brand's percentage advertising change relative to its matching portfolio using the procedure described earlier. The decile measure will attribute less weight to large changes in advertising since it is constrained to lie between a fixed lower bound of 1 and an upper bound of 10. In columns 1 and 2 of table 2.5 we present results for parallel models using the two alternative dependent variables. These specifications include four dummy variables indicating the presence of private buyers, private sellers, foreign buyers, and foreign sellers. Consequently, the constant in these models will represent an estimate of advertising changes for deals with a domestic public buyer and seller. As we report in the table, the coefficient on the private buyer variable is negative and significant in both column 1 and column 2. This indicates that private buyers tend to 73 sharply cut advertising after acquiring a brand. The magnitude of the estimated effect is surprisingly large. The column 1 estimate indicates that deals with private buyers are associated with a 60% decrease in industry-adjusted advertising relative to other deals. The column 2 estimate indicates that the presence of a private buyer is associated with a movement downwards by 1.6 deciles in a brand's advertising. The coefficient on the private seller variable in these models is positive, but in both cases insignificant (t=1.1 and 1.5 respectively). While little can be definitively concluded from insignificant coefficients, the negative sign here is at least consistent with the findings on the private buyer variable in suggesting that advertising intensity under private ownership is relatively low compared to under public ownership Turning to the foreign ownership variables, the estimated coefficient for foreign sellers is positive and significant in both models 1 and 2 of table 2.5. The estimated effect is of reasonably large magnitude (36% increase, 1.04 decile increase). This suggests that foreign owners advertise brands relatively lightly and that a transfer of ownership to domestic firms presents an opporttmity for a substantial revision in advertising strategy. The coefficient on the foreign buyer variable is negative but insignificant in both estimated models (t=1.0 and t=1.4 respectively). Again, without overstating the case, the negative sign for foreign buyers is consistent with the positive sign for foreign sellers in suggesting that foreign owners advertise brands relatively lightly compared to domestic owners. An alternative modeling choice is to assume that ownership type has a symmetric effect on advertising regardless of whether a certain type of firm is on the buying or selling side of a transaction. While this choice imposes additional restrictions on the 74 assumed behavior, the restrictions may enhance our ability to precisely estimate the underlying effect of ownership type on advertising intensity. To estimate models of this type, we create a “more private” variable which assumes a value of +1 (-1) if the buyer (seller) is a private firm and the seller (buyer) is not. This variable is assigned a value of 0 if the buyer and seller are both private and also if neither are private. We define a “more foreign” variable in an analogous way. Estimates for models using the two dependent variables and these alternative explanatory variables are reported in columns 3 and 4 of table 2.5. The estimated coefficient on the more private variable is negative and highly significant in both models (t=2.4 and t=3.0 respectively). This provides additional evidence indicating that control transactions that increase the private ownership of an asset are associated with significant decreases in advertising spending. The estimated coefficient on the more foreign variable is negative in both models, but insignificant in column 3 (Fl .3 8) and significant at the 10% level in column 4 (t=1.85). These coefficients are consistent with foreign owners advertising brands at relatively low levels compared to alternative owners of these assets, but the evidence appears substantially less conclusive than it is for private owners. The fact that private ownership is associated with lower levels of investment spending in the form of decreased advertising is a particularly interesting finding. This behavior appears to be particularly prominent for private buyers who frequently cut advertising sharply. As we discuss earlier, lower spending by private owners is consistent with these owners either curbing unnecessary spending because of superior incentives/govemance or cutting profitable spending because of heightened financial constraints. To distinguish between these explanations, we conduct Factiva news 75 searches for each private owner and use this information to characterize each private buyer and seller as either an Operating company or an investment company. We place in the investment company group all private firms that appear to be in the business of buying, selling, and restructuring individual assets. This category primarily includes well known private equity, LBO, and financial firms. F inns in the operating company category are more traditional firms that appear to be primarily focused on operating their basic business. Many of these firms are family owned firms with a history of stable ownership. Given their differences, it is reasonable to expect that the private operating companies in our sample would have less access to capital than the private investment companies. Consequently, if our preceding results are driven by private firm financial constraints, we would expect advertising cuts to be relatively larger for deals involving the operating company subgroup. However, if, as some have argued, investment companies have a special skill in creating value by improving operating decisions, then more spending cuts by these types of acquirers would suggest reduction in overspending. To investigate, we add to the models of columns 1 and 2 of table 2.5 additional terms indicating whether the private buyer or seller in a transaction was an operating company rather than an investment company. These coefficients will indicate the difference in typical post-acquisition advertising spending revisions between the two types of private firms. When we add to columns 1 and 2 of table 2.5 coefficients on the term indicating that the private buyer is an operating company, both are positive, but only significant at the 10% and 15% levels respectively. This weakly suggests that private operating companies that acquire new brands tend to cut advertising investment less than 76 their private investment company counterparts. This is what we would expect under the improved incentives scenario outlined above, and it is opposite of what we would expect under the financial constraints explanation. In these same two models, the coefficients on the term indicating that the private seller is an Operating company are small, insignificant, and change in sign across the two specifications. This suggests that any difference in advertising between types of private firms appears to be driven by the behavior of private buyers rather than sellers.35 Taken as whole, the results in this section are highly consistent with the notion that private ownership of a brand is associated with a lower level of advertising spending. This behavior is most prominent on the buying side of control transactions, as private buyers appear particularly likely to shift advertising spending on purchased brands downwards. The tighter purse strings of private owners could reflect an ability to avoid overspending because of better incentives or a propensity to underspend because of heightened financial constraints. The private buyers in our sample who would appear to have less access to capital do not display a tendency to cut advertising more than other private buyers. In fact, the evidence points weakly in the other direction. Thus, on balance, our findings support the better incentives interpretation of the evidence. 2. 4.3 Firm characteristics and advertising changes 3’ We also experimented with altering the models in columns 3 and 4 of table 5 by adding dummy variables interacting the more private variable with an indicator for whether the private party in the transaction was an operating company. This added dummy variable was in both cases positive, but far from significant. By treating the buying side and selling side symmetrically, this modeling approach may have low power to detect differences that exist only on the buying side. 77 The differences we uncover above between private and public owners raise the possibility that other firm characteristics also play a role in post-acquisition revisions to advertising investment strategies. In particular, the existing literature suggests that factors related to growth prospects, financial constraints, and managerial agency problems may be related to acquirers' investment decisions regarding newly acquired assets. To investigate, we identify variables related to these factors and examine whether differences between buyers and sellers along these dimensions are related to post- acquisition revisions in advertising. Since the selected variables rely on Compustat data, the sample sizes in this analysis are substantially reduced.36 Thus, our power to detect any underlying effects may be limited. One variable that may be particularly relevant is a firm's Tobin's Q. We expect that firms with higher levels of Tobin's Q generally have better investment prospects which may lead them to advertise more heavily. Alternatively, Tobin's Q may be a reflection of management quality or management's discipline in avoiding overinvestrnent. Under this alternative scenario, the transfer of a brand from a low Q seller to a high Q buyer may result in a decrease in post-acquisition advertising as overinvesting behavior is curbed. With regard to financial constraints, a variety of different measures have been suggested in the literature. Following recent work in this area (e.g., Almeida, Campello, and Weisbach (2004), Rauh (2006)), we select dividends, leverage, cash, firm size, firm age, and credit ratings as factors that may be related to financial constraints. We expect 3" The necessary Compustat data is unavailable (usually unavailable) when either the buyer or seller is a private (foreign) firm. Since our prior analysis suggests that foreign acquirers differ from domestic acquirers, we further restrict the analysis in this subsection to purely domestic deals. 78 that when the buyer is less constrained than the seller, it is more likely that a brand will experience an increase in post-acquisition advertising as financial constraints are relaxed. For each of the selected firm characteristics, we create a dummy variable indicating whether the buyer's value surpasses the seller's. We then investigate in a regression context whether these dummy variables are related to post-acquisition changes in industry-adjusted advertising. The dependent variables in this analysis are the same log and decile based measures discussed and utilized earlier. As we report in table 2.6, none of the coefficients on the firm-characteristic indicator variables are even close to significant in these regressions. Since many of these variables may be collinear, in unreported results we repeat the table 2.6 regressions using only a single indicator variable at a time. Even in these models, the coefficients on the indicator variables are in all cases insignificant. Thus, a simple relation between relative firm characteristics and post-acquisition advertising changes is not readily apparent. To further search for a relation, in unreported results we also experimented with using the log of [1 + (buyer's characteristic / seller's characteristic)] in place of the indicator variables. With a couple of minor exceptions, the explanatory variables remain insignificant. In a few limited cases some of the financial constraints variables are significant at the 10% level, but in a subset of these cases the Sign is opposite of our expectations. We also experiment with using a retum-on-assets-based variable in place Of the Tobin's Q-based variable. The coefficient is insignificant in columns 1-3 of table 2.6 and negative and significant at the 10% level in the column 4 model. This at best hints at the possibility that more profitable acquirers are tighter with their advertising spending as they digest acquired brands. Taken as a whole, this investigation reveals 79 little convincing evidence that firm characteristics, beyond an owner's public/private/foreign status, play an important role in post-acquisition advertising strategies. 2. 4. 4 Buyer Advertising and Brand Overlap In our initial analysis, we uncovered a particularly high rate of sharp cuts in advertising following acquisitions. Consistent with some prior discussions, this behavior suggests that buyers may often be able to exploit valuable cost savings strategies after completing an acquisition. To further investigate, it is useful to also consider advertising spending for non-purchased brands held by the buyer. If advertising cost savings are a benefit underlying some sample deals, we would expect to observe cuts in advertising in both the purchased brands an_d_ some of the buyer's previously held brands. Alternatively, if buyers reconfigure the allocation of advertising investment dollars over their brand portfolio after an acquisition, it is possible that buyers shift advertising dollars away from purchased brands and towards their existing brands, in which case the sign on total spending changes could go either way. Prior discussions of cost savings associated with acquisitions suggest that these savings may vary by the degree of overlap between the buyer and seller's assets. In the case of advertising, it would appear likely that cost savings are easier to realize for brands that are closely related to one another. For example, when closely related brands fall under common ownership, it may become feasible to economize on spending by advertising the brands together or eliminating advertising intended to shift demand from one brand to the other. These possibilities suggest that we would observe a decrease in 80 advertising both in the purchased brand and in the buyer's brands that closely overlap with the purchased brands. Under the alternative scenario in which acquisitions present opportunities to optimally shift advertising from one brand to another, it is reasonable to expect this Shifting to take place more frequently for closely related brands. In particular, after the purchase the common owner can choose to reallocate spending between the purchased brand and the closely overlapping brands based on which brand has relatively more promising future prospects. This possibility suggests that we may actually observe an increase in advertising for the buyer's bands that most closely overlap with the purchased brands. To investigate these issues, we assign each of the buyer's microbrands to either an overlapping or a non-overlapping group based on whether the brand shares a 4-digit PIB industry code (assigned by CMR/TN S, additional details in appendix) with one of the component microbrands of the purchased brand. We then aggregate all of the overlapping (non-overlapping) microbrands together into a single group that we refer to as the buyer's overlapping (non-overlapping) brands. Finally, we calculate the percent change in advertising of the buyer's overlapping and non-overlapping brands over the same -1 to +1 window used for the purchased brands. We industry adjust these figures by subtracting off the median percent change in advertising of a set of size-industry matches using the procedure described in the appendix. 81 In table 2.7 we report median changes in industry-adjusted advertising for the different groups of brands.37 As we report in the first row, for purchased brands the median brand experiences a 6.03% decrease in industry-adjusted advertising. This statistic is significant at the 11% level (p=.102) and is a restatement our earlier finding that large advertising cuts are more common than large increases, even though both occur at abnormally large rates. The second row of table 2.7 reveals that the buyers' overlapping brand experience a median 11.46% decrease in industry-adjusted advertising, a figure that is highly significant (p<.01). Thus, it appears that purchased brands and the buyer's overlapping brands both display a tendency towards decreases in advertising after an acquisition is completed. This finding is consistent with what we would expect under the cost savings scenario outlined above, and appears inconsistent with a scenario in which advertising dollars are simply shifted from one brand to another.38 Expanding on this finding, in the third row of the table we group the purchased brand and the buyer's overlapping brands together into a single portfolio. Treating this portfolio of brands as a single unit, the median change in industry adjusted advertising is -7.53%, a figure that is highly significant (p<.01). This helps confirm that there is an aggregate decrease in advertising investment for the set of closely overlapping assets involved in the acquisition. Turning to the non-overlapping brands, the statistics in the final row of the table indicate that these brands experience a median 1.34% increase in industry-adjusted 37 Since advertising changes (in percent terms) are extremely skewed and industry benchmarks are based on medians, we use medians rather than means to gauge the general direction of industry-adjusted advertising changes. 38 We do not detect any significant positive or negative correlation between advertising changes for the purchased brand and the buyer's overlapping brands. This also suggests that funds are not actively shifted fiom one brand to the other after an acquisition. 82 advertising, a figure which is insignificantly different from 0. This insignificant increase contrasts sharply with the significant decrease for overlapping brands and suggests that brand overlap is an important determinant Of post-acquisition advertising strategies.39 The fact that advertising is not cut in non-overlapping brands also helps confirm that we are not simply picking up across the board downward revisions in spending by firms that undertake acquisitions. Taken as a whole, the evidence here is highly consistent with the hypothesis that acquisitions allow buyers to realize cost savings brought about by the presence of overlapping activities. 2. 4.5 Acquisition returns and advertising behavior The evidence reported above suggests that some acquisitions allow acquirers to exploit cost savings opportunities brought about by a transaction. If this cost cutting activity is efficient, it may explain some of the value gains associated with a change in ownership. Prior research suggests that anticipated cost savings are, in fact, positively related to the market's overall assessment of an acquisition (e. g., Houston, James, and Ryngaert (2001), Bernile (2004)). To investigate this possibility in our context, we examine whether total buyer plus seller abnormal returns around acquisition announcements are related to post-acquisition decreases in advertising spending. If post- acquisition downward revisions in spending are efficient and at least partially anticipated by the market, we would expect to observe a positive relation between advertising cuts and market measures of deal synergy gains. 39 A formal test for a difference in medians between the buyers' overlapping brands and non-overlapping brands is significant at the 5% level using a non-matched Wilcoxon rank sum test. 83 Before conducting this analysis, we note some potential issues. Since we need data on both buyer and seller returns to measure anticipated synergy gains, this analysis is restricted to deals with both a public buyer and seller. In addition, we must conduct this analysis at the deal level rather than at the brand level, since when multiple brands are acquired in a deal the same buyer and seller announcement returns will pertain to all of the transferred brands. These requirements substantially reduce the size of the sample that we can analyze, potentially leading to limited power. A final issue to note is that actual post-acquisition advertising spending may be a noisy indicator of anticipated cost savings at the time of deal announcement for at least two reasons. First, there will likely be some errors in the market's ability to predict exactly how the acquired assets will be integrated into the buyer's Operations. Second, many of the cost savings arising from an acquisition are likely related to factors other than advertising such as savings on material, labor, and other types of investment (e. g., capital expenditures, R&D). As these other types of cost savings activities are surely less than perfectly correlated with advertising cuts, variables based solely on advertising spending will serve as a noisy proxy for the overall intensity of cost savings efforts. This noise should bias downwards our estimates of the relation between cost savings activity and the market's assessment of acquisition synergy gains. With these considerations noted, we following the prior literature and estimate models in which the dependent variable is the combined abnormal return of the buyer and seller upon the announcement of the transaction. The key explanatory variables of interest are various measures of post-acquisition changes in advertising Spending. To create these variables, we initially calculate the percent change in advertising between 84 year -1 and +1 for a portfolio composed of all purchased brands plus all of the buyer's other brands. In some models we adjust this figure by subtracting off a size/industry benchmark using the procedure described in the appendix. Our initial measure of anticipated advertising cost cutting is a simple dummy variable indicating whether the percent change in advertising is less than the sample median. Our alternative measure is a logged version of the actual percent change in advertising spending. If the market is better at predicting the general direction of spending after an acquisition rather than the precise level of spending changes, the dummy variable approach may be more appropriate.40 However, it is difficult to determine whether this is the case on purely a priori grounds. Thus, we experiment with both possibilities. In column 1 of table 2.8 we present a simple model in which the sole explanatory variable is the dummy variable indicating downward pressure on post-acquisition advertising. The coefficient on this variable is positive and highly significant (t=2.78). This provides some initial support for the hypothesis that the market is optimistic about cost cutting possibilities created in some acquisitions. The coefficient of .050 is reasonably large and suggests that deals with above median cost cutting experience a combined return that is approximately 5% greater than other sample deals. In column 2 we use as an alternative measure of cost cutting a simple log transformation Of the percent change in advertising [i.e., log (1 + % change in advertising)]. The coefficient on this variable has a negative Sign, which is consistent with advertising cuts being viewed positively by the market, but the coefficient is not even close to significant (t=0.88). The 4° It is also possible that variations in the size of substantial positive changes in advertising are not related to announcement returns because these deals have primarily non-cost cutting motivations. 85 difference in significance of the advertising variables moving from the column 1 specification to the column 2 specification suggests that the market may have a better sense of the general direction of future spending changes rather than the precise level. In columns 3 and 4 of table 2.8 we present analogous regressions but use size/industry benchmarked (1 changes in advertising rather than raw changes to create the explanatory variables. The character of the results here are similar to the earlier columns. In particular, the model using an advertising dummy variable indicates a significant positive relation between cost cutting and announcement returns (t=2.68), while the model using the level of the advertising change is consistent in sign but not even close to significant (t=-0.70). To check whether the results on the advertising cut dummy variables are robust to inclusion of other variables thought to affect synergy gains in control transactions, we report results in columns 5 and 6 for models that include variables related to buyer and seller Size, the horizontal nature of the deal, the relative Q levels of the buyer and seller, the method of payment, and the presence of a foreign buyer or seller. As we report, the coefficients on the advertising cut variables remain positive and significant in these models (t=1.77 and t=2.59 respectively). None of the added control variables is significant at conventional levels.4| Taken as a whole, the results are generally supportive of the notion that the market is more optimistic about deals with more Observed cost cutting. However, these 4' The only variable that is close to significant is the all stock method of payment variable. If this is included as the only additional control variable, its coefficient is significantly negative (5% level for column 5 and 10% level for column 6). We have experimented with adding to the column 5 and 6 models both year dummy variables and a partial sale variable indicating whether the deal was for only part of the selling firm. The coefficients on the advertising cut variables are not substantively altered with these modifications. 86 results depend on how cost cutting behavior is measured. The data suggest that the market may more accurately anticipate the general direction of cost cutting activities rather than the exact level, at least in the case of advertising.42 The evidence we report, which is based on actual post-acquisition behavior, complements evidence reported by others on announcement returns and cost savings projections at the time of deal announcement. Thus, our results help add to the evidence that cost savings are an important source of value gains in some acquisitions. 2. 4. 6 Acquisitions, advertising, and market share The abnormal return evidence provides some support for the hypothesis that downwards shifts in post-acquisition advertising are associated with efficient cost savings strategies that are enabled by an ownership change. If observed spending cuts are efficient, the costs of marginal advertising investment should exceed the benefits, with the principal anticipated benefit being increased future sales. To provide some evidence on the magnitude of these foregone benefits, we examine changes in market share subsequent to an ownership change. If advertising or other spending cuts result in significantly lower sales, we would expect sample brands to exhibit market share losses in the period following acquisition completion. However, if the spending cuts have very little effect on sales, market share losses following acquisitions may be negligible. ‘2 An alternative way to model the market's ability to predict spending cuts is to create dependent variables based on advertising changes and use the market's reaction to the deal as an explanatory variable. This is essentially the reverse regression of the table 8 models. Logit models of this type corresponding to the specifications in columns 1, 3, 5 and 6 of table 8 indicate a positive and significant relation between the market's reaction to a deal and the likelihood of a downward shift in advertising. 87 We obtain market share information for a large set of consumer products brands from Mediamark Research for the period 1995-2003.43 For each acquired brand we identify the market in this database in which the brand has the largest number of consumers of one of the brand's products as of year -1. Since the Mediamark data reports sales in physical units (e. g., cases of beer sold), our measure of brand market share is the brand's total units sold during the year divided by total units sold for all listed brands in the market. For later reference, we note that the median (mean) market share of acquired brands in year -1 is 5.12% (11.14%). We compute each brand's change in market share in the identified market between year -1 and year +1 (the one year window) and between year -1 and year +3 (the three year window). Since changes in market share may evolve slowly over time, we suspect that the three year window may be a better indicator of the effects of the new owner's strategy for managing the brand. However, given the 2003 cutoff for the market share data, we have many fewer observations when we rely on a longer window. As a compromise, we also consider a modified 3-year window for measuring a brand's change in market share, defined as the change in market share between year -1 and +3 when available and between -1 and +1 otherwise. Statistics on the median change in market share for purchased brands over the different time windows are reported in the first row of table 2.9. The median change in market share is small and insignificant over all three of the selected windows, with a ‘3 Mediamark data has been used in several prior studies (e. g., Agres and Dubitsky (1996), Harless and Hoffer (2002), and Depken and Wilson (2004)). The entire Mediamark database is prohibitively expensive. We purchased an extract pertaining to markets for products sold in mass merchandise, general merchandise, and grocery outlets. Many sample brands compete in these markets and products in these markets are often heavily advertised. 88 median change of -.02% over the one year window and +09% over the three year window. These figures provide no support for the presence of large changes in market share around the time of control changes.44 In light of our earlier finding that buyers decrease advertising in brands that overlap with the purchased brands, it is possible that market share changes are more apparent in the buyer's overlapping brands. To investigate, for each observation we identify the buyer's brand that appears to most closely overlap with the purchased brand using the market definitions in the Mediamark database (for details see appendix). The median (mean) market share for these brands as of year -1 is 5.04% (11.21%). As we report in the second row of table 2.9, market share changes for these buyer brands are also small and insignificant. The sample median change is an increase of .01% over the 1-year window and -.20% for the 3-year window. TO check the robustness of the table 2.9 results, we have conducted the analogous analysis using means rather than medians. The basic conclusions Of no significant decreases in market share for purchased brands and buyer overlapping brands remain unaltered. We have also conducted the analysis using alternative definitions for the purchased brand's market share including (i) an equally weighted average of market shares in all markets the brand is listed in and (ii) a value weighted average of market shares in all markets the brand is present in using weights based on the number of domestic consumers using the product in year -1. The results under these modifications are very similar to what we report in table 2.9. 4‘ Additionally, the correlation between benchmarked advertising changes (year -1 to +1) and market share changes is small and insignificantly negative (positive) using the 1-year (3-year) window to measure market share changes. This further suggests that downward revisions in advertising for purchased brands are not associated with losses in market share. 89 Our analysis of market share changes assumes implicitly that, absent a control change, the typical change in a brand's market share will be centered around 0. This seems reasonable, since any loss in market share by one brand will show up as an increase in market share for a competing brand. To check this assertion, we calculate changes in market share for a set of control brands. These control brands are selected from markets immediately following each purchased brand's market in alphabetical order and are matched to the purchased brands based on year -1 market share. As we report in the third row of table 2.9, market share changes for this control set are in fact centered around 0 for all three windows. Formal tests for differences between the brand groupings in the other rows of the table and the control set are insignificant for all windows. This further strengthens our conclusion that there is nothing abnormal about the median market share change subsequent to an acquisition. Our market share analysis indicates that, despite the generally downward pressure on advertising after acquisitions, there is little systematic movement in the market share of acquired brands and buyers' overlapping brands. The presence of cost cutting behavior with no significant offsetting loss in market share would appear broadly suggestive of improvements in efficiency. This evidence nicely complements our earlier finding that the market attributes larger synergy gains to deals with more post-acquisition cost cutting in advertising activities. Taken together, a generally healthy picture of post-acquisition restructuring emerges. 2.5 Conclusion 90 We examine 555 brands that experience an ownership change between 1998 and 2003 and find that new owners often alter a brand's advertising strategy. In particular, buyers display an abnormal propensity to sharply increase or decrease a brand's advertising spending relative to benchmarks. This finding is consistent with the hypothesis that there is a real effect of corporate control activity on the management of assets. Post-acquisition cuts in advertising spending are particularly common in our sample. Thus, in an average sense, our findings suggest that acquisitions exert downward pressure on investment spending, at least in the form of advertising. Comparing different types of owners, we find that increased (decreased) private ownership of assets is associated with a downward (an upward) shift in advertising compared to other deals. A similar but statistically weaker result holds for foreign ownership. The propensity of private owners to spend less on advertising may reflect their greater ability to avoid unprofitable spending. Alternatively, private firms may be more financially constrained. When we consider acquirers who we suspect have particularly good access to capital (i.e., private equity firms, financial firms), we find that they have a somewhat elevated tendency to cut spending in an acquired brand relative to other private firms. Thus, on balance, the evidence appears to support the efficient cost cutting explanation for the private ownership findings. Our sample reveals that acquisitions affect no only purchased assets, but also a buyer's existing assets. In particular, we find that buyers tend to cut advertising in their brands that closely overlap with purchased brands. However, buyers do not significantly change advertising in their other brands. These findings suggest that acquisitions give 91 rise to cost costing in overlapping activities rather than a shift in spending across the owner's portfolio of assets. To help ascertain the efficiency consequences of changes in spending strategies around acquisitions, we examine the relation between the market's estimate of synergy gains and changes in advertising spending. Here we find that the combined buyer-seller announcement returns are positively related to some measures of post-acquisition downward shifts in advertising spending. Since we suspect that observed advertising cuts are often an indicator of more general cost cutting efforts, this finding suggests that efficient costs savings are expected and realized in some acquisitions. Adding further support to the presence of efficient cost cutting, we find that purchased brands do not tend to experience significant losses in market share, even when advertising spending is revised downwards. This suggests that acquisitions allow cost savings to be realized without any substantial offset in terms of decreased sales. Taken as whole, our study provides important evidence that ownership changes often result in substantial shifts in resource allocation decisions, with private firms playing an especially active role in this process. New owners frequently take advantage Of cost cutting opportunities, particularly in overlapping activities, and on balance the evidence points to increases in efficiency as a result. Thus, a generally healthy picture Of ownership changes emerges. While we believe these findings provide some valuable insights, they also raise some additional questions. In particular, it would be useful to assess whether these results apply to other forms of investment, most notably capital expenditures and R&D. In addition, it would be informative to understand the efficiency implications of cases in which an acquirer sharply increases investment in an acquired 92 asset, as many acquisitions appear to be motivated by reasons that have little to do with cost savings. These and related questions must await future research. 93 Creation of matching portfolios for purchased brands After choosing the initial sample, the advertising information we use is derived from the Ad $ Spender CDs. We have access to two CDs, one for the 1997-2001 period and one for the 1999-2003 period. Each CD lists microbrand advertising for tens of thousands of microbrands for each year plus the owner associated with the microbrand at the end of the CD coverage period. For each ownership change, we select the CD that includes both year -1 and year +1 and calculate advertising changes using data from the selected CD. If both CD3 include years -1 and +1, we select the more recent CD. Since it is not practical to aggregate microbrands into brand groupings by visual inspection for an entire CD, for matching portfolio purposes we define a brand to be the aggregation of all of the microbrands associated with the same owner in any given year. This should represent a reasonable measure of aggregate advertising spending on a group of connected microbrands. By grouping microbrands together by a common eventual owner, we eliminate any changes in advertising associated with acquisitions or divestitures. Thus, advertising changes for matching portfolio brands will represent organic changes in advertising for a related set of microbrands -- an appropriate benchmark if we wish to assess typical levels of advertising changes for a brand. For each sample brand with an ownership change, we select for inclusion in its matching portfolio all brands (as defined above) that satisfy size and industry matching criteria based on year -1 characteristics. First we require that the advertising of the potential matching brand falls between 50% and 200% of the sample brand and above a minimum of $50,000. Second, we require that the matching brand operates in the same 2-digit PIB industry code as the sample brand. PIB industry codes are assigned by 94 CMR/TN S at the microbrand level and we assign a code to a brand as a whole based on which code is responsible for the largest portion of a brand's total advertising as of year - 1. Creation of matchigportfolios for buyers' brands When we select matches for the buyer's brands (overlapping brands as a group, non-overlapping brands as a group, and all brands as a group), we select matches in a method analogous to our procedure for purchased brands. In this matching, size is defined as the sum of all spending on all component microbrands for the group being considered and industry is defined as the 2-digit PIB code representing the largest portion of advertising in year -1 within the set of component microbrands. If sufficient matches cannot be found, we again repeat the procedure at the 1-digit level. Since we do not use a decile analysis for buyer's brands, we insist on only a minimum of three size/industry matches to create an industry benchmark for buyers. The size/industry benchmark for any brand group is set equal to the median of all other brands that satisfy the matching criteria. Creation of matching portfolios forfivertisingfi purchased and buvers brands To benchmark the combined advertising of purchased brands plus buyers' existing brands we identify all possible permutations that can be created by selecting one brand from the matching portfolio of the relevant purchased brand and one brand from the matching portfolio of the relevant buyers' brands. In creating these portfolios we weigh the two component parts by the relative level of year -1 advertising in the purchased 95 brand and the buyers' existing brands. After identifying all associated permutations we define the relevant benchmark to be the median percent change in advertising within the set of permutations. Selection Of buyer's overlapping brands for marlgt share analysis If a buyer has a brand in the exact same market as the purchased brand's largest market, we select this brand as the matching brand. If there are multiple qualifying buyer brands, we select the one with market share closest to the purchased brand's market share. If there are no buyer brand matches in the purchaser's largest market, we repeat the procedure on the purchaser's second largest market (based on number of consumers using the product in year -1) and if this fails the third largest market, fourth largest, etc. If this procedure yields no buyer brand matches, we select the buyer brand in the market that is most similar to the markets in which the purchaser's brands are listed (e. g., the hair shampoo market could be used as a match for the hair conditioner market). If the buyer does not have any brands listed in markets that are, in our judgment, at least somewhat related to the purchased brands markets, we exclude the buyer fi'om the sample of buyer market share changes. 96 Table 2.1: Sample Characteristics The sample includes all brands with an ownership change identified by screening the 1998 and 2003 lists of brand owners in Company Brand $ and investigating news accounts of the potential ownership change. A microbrand is an individual listing in the advertising data sources while a brand is the aggregate set of microbrands that share a common brand name. A partial acquisition is a case in which the buyer purchases some, but not all, of the assets of the seller. Firms are assigned to the public/private/foreign categories based on information in Compustat/CRSP and Factiva news searches. Figures on the identity of buyer and seller and pre-deal advertising levels are calculated using the brand as the level of observation. All dollar figures are inflation adjusted to 2003 dollars and reflects advertising in the year prior to the ownership change. Pre-deal advertising figures are the brand's total advertising in the 10 tracked media categories reported in the CMR/TNS data files as reported in the Ad $ Spender database. Compustat reported advertising is the total advertising figure reported in Compustat. For all private firm and many foreign firms, the seller's book assets and Compustat total advertising are missing. Statistic Number of brands with an ownership change -- all years 555 Number of brands transferred in 1998 99 Number of brands transferred in 1999 126 Number of brands transferred in 2000 164 Number of brands transferred in 2001 63 Number of brands transferred in 2002 61 Number of brands transferred in 2003 42 Brands transferred in full acquisition/merger 377 Brands transferred in a partial acquisition 178 Mean number of microbrands composing the brand 5.10 Number of distinct control events 348 Deals with single brand transferred 264 Deals with multiple brands transferred 84 Mean level of pre-deal advertising ($ millions) 11.46 Mean level of (pre-deal brand advertising/Compustat reported 21.33% advertising) Mean level Of(pre-deal brand advertising/seller's book assets) 1.12% Seller is a public U.S. firm (%) 55.14% Seller is a private U.S. firm (%) 21.08% Seller is foreign firm (%) 23.78% Buyer is apublic U.S. firm (%) 49.91% Buyer is a private U.S. firm (%) 14.23% Buyer is foreign firm (%) 35.86% 97 Table 2.2: Characteristics of Buyers and Sellers All variables except for those related to advertising and amount paid are derived from Compustat data as of the fiscal year end irrrrnediately preceding a deal announcement. Consequently, these statistics are limited almost exclusively to domestic public firms. In full firm acquisitions the entire acquired firm is considered to be the seller. All dollar figures are adjusted to 2003 dollars. Tracked advertising is the total reported advertising in the year prior to deal announcement (in $ millions) in the 10 media outlets tracked by the CMR/T'NS data sources. Amount paid in a deal is the stated deal value as revealed by news articles or the SDC entry on the transaction. Age is defined as the number of years since a firm's first listing on Compustat. Tobin’s Q is defined as beginning of period (book assets + market equity - book equity)/(book assets). Sales grth is defined as the percentage change in firm sales between two years prior to deal announcement and the year prior to deal announcement. Dividend paying status is a dummy variable assuming a value of 1 if the firm reports non-zero dividends. Mean Median Observations Panel A: Seller characteristics Book assets 15,240.49 6,824.47 366 Age 27.73 30 366 Tobin's Q 2.44 1.68 364 Past year sales growth 13.91% 8.08% 365 Book long-term debt / book assets 28.10% 24.15% 366 Dividend paying status 73.15% 1 365 Panel B: Buyer characteristics Book assets 25,372.97 9,364.40 375 Age 27.24 30 375 Tobin's Q 3.48 2.11 364 Past year sales growth 17.90% 6.71% 373 Book long-term debt / book assets 21.65% 16.91% 375 Dividend paying status 70.96% 1 365 Buyer's tracked advertising 212.57 55.309 365 Panel C: Buyers vs. sellers Seller assets / Buyer assets 0.61 272 Amount paid / Buyer assets 0.40 328 Seller age / Buyer age 1.00 272 Seller Q / Buyer Q 0.88 268 Seller sales growth / Buyer sales growth 0.49 270 Seller leverage / Buyer leverage 1.21 269 Dummy for buyer and seller in same 2- 72.79% 1 272 digit SIC industry Table 2.3: Details of Ownership Change In calculating returns, each control transaction is treated as a single observation, even when multiple brands are transferred in a single deal. The figures in Panels B and C are calculated treating each transferred brand as a separate Observation. Abnormal Return is the abnormal return for a three-day window centered on the announcement date and calculated from a market model estimated over the period from 240 to 41 days before the announcement. We require at least 100 trading days over the estimation window to calculate abnormal returns. Combined abnormal returns are the value-weighted average of the bidder and target returns. Significance levels for means are based on tests that standardized prediction errors are equal to zero (t-statistics in parentheses below reported means). In the case of combined returns, t-statistics are calculated using the value weighted average of the standardized prediction errors of the buyer and seller/target for each event and then aggregating across events. Significance levels for medians are based on sign tests on the number of positive vs. negative observations (number positive and number negative reported in this order in parentheses below medians). Method of payment information is revealed by news articles or the SDC entry on the transaction. Debt assumption is ignored in determining the method of payment. Reasons for the deal are non-mutually exclusively categories assigned based on reading the longest news articles released at the announcement of the deal. *** (**,*) denotes significance at the 0.01 (0.05, 0.10) level using the respective tests described above. Mean Median Obs. Panel A: Announcement returns Seller/target abnormal return 12.34%*** 6.23%*** 246 (9.94) (191, 55) Buyer abnormal return 0.004% 0.001% 255 (0.51) (130 ,125) Combined abnormal return 2.13%*** 1.51%*** 169 (3.69) (109, 60) Panel B: Method Of payment Dummy variable for all stock deal 35.13% 464 Dummy variable for all cash deal 51.72% 464 Dummy variable for mixed cash and stock 13.15% 464 Panel C: Stated reasons for deal Good/better fit with buyer 43.00% 379 Buyer can better finance/nurture/ grow the asset 38.79% 379 Buyer desire to diversify (geographic and product 25.59% 379 line) Seller desire to focus 23.48% 379 Efficiency/costs savings 5.01% 379 Other 2.37% 379 99 Table 2.4: Variability in Advertising and Brand Ownership Changes Each brand that experiences a change in ownership is treated as a single sample observation. For each observation we select a portfolio of size/industry matching brands (minimum of 9) using the criteria outlined in the appendix. The percent change in advertising is calculated for sample brands and matching brands over the year -1 to year +1 window. For each matching portfolio decile breakpoints are chosen based on the derived empirical distribution of advertising changes. Each purchased brand is then assigned to a decile based on the breakpoints for its matching portfolio. Breakpoints are chosen based on the "altdef" interpolation rules implemented by Stata. The figures in column 1 indicate the fraction of sample brands that fall into the different decile groups. The figures in column 2 are p-values for a binomial test of whether the fiaction of observations in column 1 differs from the theoretical expectation of 10% for each decile. The conditional binomial test in column 3 for decile l (decile 10) is a test for whether the number of brand transfers in the indicated decile differs from theoretical predictions under the null hypothesis of a uniform distribution across deciles, conditioning on the fact that the observation does not lie in decile 10 (decile 1). In column 4 we select a single match for each sample brand based on the matching observation that is closest to the sample observation in its percentage change in advertising between year -2 and year -1. The reported figures in the column are the fraction of these matches that fall into each decile category using the same cutoff points that are used for the sample observations. The p-values in column 5 are for a simple t-test of whether the fraction of observations in column 1 differs from column 4. There are 433 sample brands with sufficient matches to assign to a decile in column 1. There are 348 matches for these sample brands using the matching criteria in column 4. The difference arises because of a lack of machine readable advertising information for the matching brands prior to 1997. Column 1 Column 2 Column 3 Column 4 Column 5 % of deals Binomial test Binomial % selected Sample vs. unconditional test matches matches conditional Advert. change in decile 1 19.86% p=0.00 p=0.00 9.77% p=0.00 Advert. change in decile 10 13.16% p=0.04 p=0.00 8.62% p=0.03 Advert. change in decile l or 33.03% p=0.00 18.39% p=0.00 10 Advert. change in decile 2-9 66.97% 100 Table 2.5: Advertising Changes and Type of Owner All estimates are OLS estimates with heteroskedasticity consistent standard errors reported in parentheses under the coefficient estimates. Each brand with a change in owner is treated as a separate observation. Advertising changes are calculated as the percent change in advertising in year +1 relative to year -1. The dependent variable in columns 1 and 3 is defined as log (1+ brand's percent change in advertising) minus the median of this same quantity calculated over the brand's size-industry matching portfolio created using the procedure outlined in the text and appendix. The dependent variable in columns 2 and 4 is the decile ranking (from 1 to 10) of a brand's percentage change in advertising between year -1 and year +1 calculated relative to the empirical distribution of advertising changes for its matching portfolio. The private buyer (seller) variable is a dummy variable assuming a value of 1 if the buyer (seller) is a non-foreign private firm. The More Private variable assumes a value of -1 (+1) if the seller (buyer) is a private non-foreign firm and the buyer is not. Otherwise this variable assumes a value of 0. The foreign buyer (seller) variable is a dummy variable assuming a value of 1 if the buyer (seller) is a foreign firm. The More Foreign variable assumes a value of -1 (+1) if the seller (buyer) is a foreign firm and the buyer is not. Otherwise this variable assumes a value of 0. Pre-deal advertising is the advertising of the brand in the year prior to the deal announcement (inflation adjusted to 2003 dollars). *Significant at the 10% level, “Significant at the 5% level, ***Significant at the 1% level 101 Table 2.5 Dependent Variable Log Change Decile Log Change Decile Ad. Change Ad. Ad. Change Ad (1) (2) (3) (4) Private Buyer -0.60** -l .60*** (0.24) (0.49) Private Seller 0.18 0.65 (0.16) (0.40) More Private -0.31*"‘ -0.93*** (0.13) (0.31) Foreign Buyer -0.15 -0.53 (0.15) (0.37) Foreign Seller 0.36** 1.04** (0.16) (0.43) More Foreign -0.18 -0.61* (0.13) (0.33) Log(pre-deal -0.06 -0.15 -0.03 -0. 10 advertising) (0.04) (0. l 0) (0.04) (0.09) Constant 0.22 6.37* * * 0.02 5.91 *** (0.39) (0.85) (0.33) (0.78) R2 .0293 .036 0.016 .025 Number of 433 433 433 433 Observations 102 Table 2.6: Advertising Changes and Relative Characteristics of Buyer and Seller All coefficients are OLS estimates with heteroskedasticity-consistent standard errors reported under each coefficient estimate in parentheses. Each brand with a change in owner is treated as a separate observation. All models are restricted to brands with U.S.- based Compustat-listed buyers and sellers. Advertising changes are calculated as the percent change in advertising in the year following deal completion relative to the year prior to deal announcement. The dependent variable in columns 1 and 2 is defined as log (1+percent change in advertising) minus log (1 + median advertising change of size/industry matching portfolio) where the matching portfolio is chosen using the procedure outlined in the text and appendix. The dependent variable in columns 3 and 4 is an integer (1 through 10) corresponding to the decile a brand's change in advertising falls relative to its size/industry matching portfolio. All explanatory variables that begin with the word "Buyer" are dummy variables indicating whether the buyer is different from the seller/target on the indicated dimension in the year prior to the deal announcement. Dividend comparisons are based on the ratio of dividends to net income. Leverage comparisons are based on the ratio of short term plus long-term debt divided by book assets. Cash comparisons are based on the ratio of cash to book assets. Size comparisons are based on book assets. Age comparisons are based on years since first listing in Compustat. The credit rating variable is set equal to 1 if both firms have S&P senior credit ratings listed in Compustat and the buyer's rating is strictly higher than the seller. If one or both firms do not have a reported rating the associated explanatory variable is set equal to 0. Tobin’s Q is defined as beginning of period (book assets + market equity - book equity)/(book assets). Pre-deal advertising is the advertising of the brand in the year prior to the deal announcement (inflation adjusted to 2003 dollars). ll'Significant at the 10% level, “Significant at the 5% level, ***Significant at the 1% level 103 Table 2.6 Dependent Variable Log Log Decile Decile Change Change Change Change Ad Ad. Ad. Ad. (4) (1) (2) (3) Buyer div. payout > Seller -0.027 -0.102 (0.267) (0.622) Buyer leverage > Seller -0.063 0.172 (0.266) (0.619) Buyer cash/assets > Seller 0.213 0.509 (0.255) (0.744) Buyer book assets > Seller 0.059 -0.l31 (0.306) (0.726) Buyer age > Seller -0.146 -0.114 (0.253) (0.669) Buyer credit rating > Seller -0.251 -0.3 53 (0.283) (0.628) Buyer Tobin's Q > Seller -0.213 -0.177 -0.188 -0.256 (0.185) (0.218) (0.534) (0.655) Log(pre-deal advertising) -0.012 0.005 -0.098 -0.086 (0.067) (0.089) (0.143) (0.169) Constant 0.062 -0.052 6.235*** 6.102*** (0.587) (0.706) (1.291) (1.404) R2 0.006 0.018 0.004 0.009 Number of Observations 153 153 153 153 104 Table 2.7: Advertising Changes in Buyer's Brands and Purchased Brands Each purchased brand with a change in owner is treated as a separate observation. Advertising changes are calculated as the percent change in advertising in the year following deal completion relative to the year prior to deal announcement. A purchased brand's industry adjusted change in advertising is the percent change in advertising less the median percent change in advertising for a size/industry matching portfolio chosen using the procedure outlined in the text and appendix. For each purchased brand we identify all microbrands of the buyer that are in the same 4-digit industry group as any of the purchased microbrands using the PIB industry assignment codes in the CMR/TNS data files. These brands are defined to be overlapping brands and all other buyer brands are considered non-overlapping brands. Advertising spending for buyer overlapping and non-overlapping brands are aggregated up to a single number and changes for these numbers are calculated over the same window as the corresponding purchased brands. Industry-adjusted figures for the buyer’s brands are created in the same manner as the purchased brands except that we require only a minimum of three size/industry matching brands in the calculation of the industry median benchmark. In the row pertaining to the purchased brand plus the overlapping buyer's brands we aggregate the figures for these brands together and calculate the percent change. This figure is industry-adjusted using the median return from the set Of all possible permutations Of portfolios created from one of the purchased brand's matches and one of the buyer's matches weighted by the relative year -1 advertising of the purchased brand and the buyer's overlapping brands. P-values for whether the median industry adjusted change in advertising is different from zero are calculated using a two-sided sign test. Median Percent P-value Obs. Change in Negative Ind. Adj. Adv. Purchased brand -6.03% 54.04% 0.10 433 Buyer's overlapping brands -11.46% 61.76% 0.00 238 Purchased brand plus buyer's -7.53% 57.21% 0.00 208 overlapping brands Buyer's non-overlapping 1.34% 47.86% 0.51 280 brands 105 Table 2.8: Acquisition Announcement Returns and Advertising Behavior Reported coefficients are OLS estimates with heteroskedasticity-consistent standard errors reported in parentheses under the coefficient estimates. The dependent variable in each regression is the total percent change in the combined value of the buyer and the seller upon announcement of the acquisition. Combined buyer and seller returns are calculated over a three-day window centered on the announcement date in the manner detailed in the note to table 3. Deals in which multiple brands are transferred are treated as a single observation and all associated advertising variables of the component brands are aggregated together. For each transaction we calculate the total percent change in advertising for all purchased brands and all of the buyer's existing brands between the year prior to deal announcement (year -1) and the year following deal completion (year +1). To create the advertising benchmark we form portfolios from all possible permutations of the matching portfolio of the most heavily advertised purchased brand and the matching portfolio of the buyers' brands, weighted by the relative year -1 advertising of the purchased brands and the buyer's brands (additional details in appendix). The benchmark is defined to be the median percent change in advertising within this set of permutations. The dummy variables for advertising changes assume a value of 1 if the indicated advertising change in a transaction is less than the sample median and 0 otherwise. In construction of the explanatory variables the bidder and seller's market equity are calculated as of the last trading day prior to the event window using CRSP data. The size of the bidder relative to the target is measured as [Log(buyer market equity/seller market equity)]/1000. An acquisition is treated as horizontal if the buyer and seller have the same 2-digit SIC code. Tobin's Q is defined as in the earlier tables and is measured as of the fiscal year end preceding the deal announcement. Method of payment is determined from Thompson SDC information and news articles detailing the transaction. The increased foreign ownership variable assumes a value Of l (-1) if the asset is transferred from a U.S. (non-U.S.) owner to a non-U.S. (U .8.) owner and 0 if the deal involves no foreign buyer or seller. *Significant at the 10% level, ”Significant at the 5% level, ***Significant at the 1% level 106 Table 2.8 (1) (2) (3) (4) (5) (6) Durruny for advertising 0050*" 0039* change < median (0.018) (0.022) Log (1 + percent -0.013 change advertising) (0.015) Dummy for (advert. 0.051 *** 0.057" change - benchmark) < (0.019) (0.022) median Log (1 + percent -0.010 change advertising) - (0.014) Log (1 + benchmark) Log (bidder market 0.002 0.005 equity) (0.005) (0.005) Size of bidder relative -0.001 -0.004 to target (0.003) (0.003 Horizontal deal dummy 0.013 0.014 (0.025) (0.026) (Bidder Q > Target Q) -0.012 -0.025 dummy (0.022) (0.024) All stock dummy -0.042 -0.043 (0.029) (0.028) Mixed cash and stock 0018 -0.004 dummy (0.029) (0.029) Increased foreign 0.019 0.005 ownership (0.029) (0.030) Constant -0.020 0.006 -0.023* 0.001 -0.032 -0.079 (0.013) (0.010) (0.014) (0.010) (0.085) (0.087) Observations 84 84 74 74 70 64 R2 0.082 0.009 0.091 0.007 0.127 0.164 107 Table 2.9: Market Share Changes following Brand Ownership Changes The reported figure in the top of each cell is the median change in market share for the indicated set of brands over the indicated time window. The figure in square brackets refers to the number of observations over which this median was calculated and the figure in parentheses is the p-value for a Sign test indicating whether the median is different from zero. Market share information is collected from a Mediamark database extract of all consumer products markets. For each purchased brand we identify the market in which the brand has the most reported consumers in the year prior to the deal announcement. Using this as the relevant market, we calculate the change in the brand's market share from the year prior to deal announcement (year -1) to the year immediately following deal completion (year +1) and the annual period 3 years following deal completion (year +3). The modified -1 to +3 column indicates brand market share changes between years -1 to +3 when available and years -1 to +1 otherwise. The first row includes all sample purchased brands with the required data. The buyer's brand row indicates changes in market share for the buyer's brand that appears to be most closely related to the purchased brand using the algorithm outlined in the appendix. The control set of brands are matches chosen for each purchased brand based on having the closest market share (subject to a 10% maximum difference) to the purchased brand within the set of brands in the market alphabetically following the purchased brand. Period for measuring market share changes -1 to +1 -1 to +3 Modified -1 to +3 Purchased brand: all -0.0002 0.0009 -0.0001 [139] [68] [141] (0.4976) (0.2750) (1 .000) Buyer's brand 0.0001 -0.0020 -0.0020 [105] [56] [111] (0.8454) (0.5703) (0.2546) Control set of brands -0.0005 -0.0002 -0.0003 [139] [65] [141] (0.3964) (0.8043) (0.5006) ESSAY 3. QUALITATIVE MEASURES OF FINANCIAL CONSTRAINTS: A CLOSER EXAMINATION 3.1 Introduction A large body of literature has explored the role of financial constraints on investment behavior45 . A common way to detect the presence of these constraints is to examine investment-cash flow sensitivities. A seminal paper in this area is by Fazzari, Hubbard, and Petersen (1988), (hereafter FHP), who examine the sensitivity of investment to cash flow across sub-samples of constrained firms identified by dividend payout. They document that firms in the smallest dividend payout group display the largest investment-cash flow sensitivity and thus conclude that investment-cash flow sensitivities capture the financial constraint status of a firm. In an influential follow-up paper to FHP, Kaplan and Zingales (1997) (hereafter KZ) use a detailed qualitative analysis of the financial statements of firms that FHP classify as financially constrained in order to classify firms into financial constraint groups based on qualitative measures. KZ find that these qualitative measures of financial constraints are not positively correlated with investment-cash flow sensitivities. In fact, they argue that the relation is actually negative and present evidence that firms that appear to be less constrained based on qualitative measures display higher investment-cash flow sensitivities. They proceed to argue that investment-cash flow sensitivities are not valid measures of financial constraint status. In the ensuing literature, many authors have borrowed from the K2 '5 See Stein (2003), Fazzari, Hubbard, and Petersen (1988), Kaplan and Zingales (1997), Lamont (1997), Rauh (2006), and Shin and Stultz (1998) 109 findings to construct an index of financial constraints based on the qualitative information in the KZ sample“. In this paper we extend the work of KZ by replicating their methodology on a much larger sample (400 firms vs. 49 firms) over a more recent time period (1995-2004 vs. 1970-1984). My sample also displays much more heterogeneity, as we do not restrict attention to firms that are initially suspected of being financially constrained and do not restrict firms to be in the manufacturing industries (4-digit SIC between 2000 and 3900 inclusive). We show that the distribution of financial constraint status has drastically changed over time. This could either be directly due to the difference in time period studied between this study and KZ or due to the lack of firm heterogeneity in previous work. For instance, the percent of firms classified as Not Financially Constrained has decreased from 54.50% to 11.50% between the 19703 and 19803 and mid 19903 and mid 20003 and the percent of firms classified as Possibly Financially Constrained has increased from 7.30% to 46.96% over the same time periods. These results hold even after controlling for industry across the two time periods. Additionally, the correlation between qualitative measures of financial constraints and quantitative accounting variables has also changed. More importantly, the correlations have not only changed but have reversed sign and become insignificant in the vast majority of cases. This may not come as a surprise, as many of the quantitative variables used to proxy for financial constraint status of a firm are endogenous (such as leverage and cash holdings). 4" See Malmendier and Tate (2005), Almedia, Campello, and Weisbach (2004), Baker, Stein, and Wurgler (2003), and Lamont, Polk, and Saa-Requejo (2001). 110 Finally, as KZ document, we also show that using investment-cash flow sensitivities as a gauge Of constraint status may lead researchers astray. However, our updated estimates indicate that at the very least the relation between investment and cash flow has drastically reduced over time. The rest of the paper is organized as follows. In section 3.2 we first discuss the relevant literature on financial constraints. In section 3.3 we discuss our empirical strategy, data, and sample selection procedures. In section 3.4 we present our main (4 analysis of the correlation between qualitative and quantitative measures of financial constraints and investment-cash flow sensitivities. Section 3.5 concludes. (fi— 3.2 Related Literature 3. 2.1 Financial constraint status and investment As we indicate in the introduction, a large body of literature has investigated both the role of cash flow on investment as well as the classification of financially constrained firms. The two seminal papers in the area of the classification of financially constrained firms are F HP and K2. FHP put forth evidence that sample firms with the lowest dividend payout ratio, and therefore presumably the most financially constrained, display a higher sensitivity of investment to cash flow. They interpret this result as evidence that investment-cash flow sensitivities provide meaningful measures of financial constraint status. KZ present results driven by the novel idea of classifying firms as financially constrained based not only on quantitative measures (debt ratio, cash holdings, dividend payout ratios, etc.), but also on qualitative statements made in annual reports to shareholders and 10-Ks. Further, they investigate the correlation between qualitative and 111 quantitative measures and the impact of cash flow on investment by constraint sub- sarnples when the sub-samples are created using qualitative indicators of equity dependence or financial constraint status. KZ examine the 49 low dividend paying (financially constrained) firms of F HP and find opposite results when utilizing qualitative measures of financial constraint status. In other words, unconstrained firms have higher sensitivity of investment to cash flow than constrained firms. However due to the sample originally investigated by FHP, the work by KZ is restricted to 49 Value Line if manufacturing firms between 1970-1984, all of which are required to be present for the entire sample period. ' 3.3 Empirical Strategy, Data, and Sample Selection 3. 3.1 Empirical strategy In the spirit of KZ, we reproduce their methodology and provide large sample evidence of the correlations between qualitative and quantitative measures of financial constraint status and the relation between investment and cash flow by qualitative financial constraint status. We first present sample-wide financial constraint classification by firm-year in order to address the stability of financial constraint classification over time. After examining the stability of financial constraints between 1970-1984 and 1995-2004 we present the time series properties of financial constraint classification within the 1995- 2004 sample period. Following KZ, we then obtain the correlations between qualitative and quantitative measures of financial constraint status. After partitioning the sample 112 firms into qualitative measures of financial constraint status, we estimate investment-cash flow sensitivities by financial constraint sub-samples. 3. 3.2 Data and sample selection Following KZ, data for quantitative variables are taken from COMPUSTAT and we obtain data used to create qualitative measures of financial constraint status from statements made by firms in 10-Ks and annual reports. Following standard practice we eliminate financial and regulated firms (firms in 4-digit SIC codes between 6000 & 7000 and 4900 & 4949 inclusive), firms without a stock price, and firms incorporated outside the U.S. In order to examine the robustness of the results of K2 to a random sample of 400 COMPUSTAT firms we first obtain a sample of 9775 unique firms that were on the COMPUSTAT tapes for at least one year during the time period 1995-2004. We then sort by GVKEY and select every 24th entry to obtain the random sample.47 After arriving at the final sample we utilize Lexis-Nexis to obtain qualitative statements made by firms in annual 10-Ks and/or annual reports in order to create the financial constraint variables and utilize COMPUSTAT in order to create the quantitative variables. Table 3.1 presents the median of the quantitative variables used in the study. Column 1 of table 3.1 reports the medians of the full sample, for comparison pmposes column 2 restricts the updated sample to contain only manufacturing firms as in KZ, and column 3 reports the medians of the quantitative variables reported in table 3 of KZ. As ‘7 This procedure gives us 407 unique firms. We sort by GVKEY and take the first 400 to create the sample. 113 table 1 indicates, sample firms have lower investment as a percent of plant property and equipment (0.210 vs. 0.348), lower amounts Of debt (0.225 vs. 0.349), larger cash holdings (0.455 vs. 0.168), and smaller cash flow as a percent of plant property and equipment (0.227 vs. 0.421) compared to the sample-wide medians reported by K2. The flavor of these differences holds whether we examine sample-wide medians or restrict attention to manufacturing firms. 3. 3.3 Creation of financial constraint variables As in KZ, we create five mutually exclusive measures of financial constraint status by firm-year. Not Financially Constrained (NFC) firm-years are those in which a firm either (1) initiated or increased dividends (2) repurchased stock (3) made explicit statements in annual reports of having excess liquidity (4) had large amounts of cash relative to investment or (5) were not restricted from paying dividends. Likely Not Financially Constrained (LNFC) firm-years were those in which a firm either (1) made no clear statements of excess liquidity in annual reports or (2) had lower cash to investment ratios than firms classified as NFC. Possibly Financially Constrained (PFC) firm-years are those in which a firm made contradictory statements regarding liquidity in annual reports. Likely Financially Constrained (LFC) firm-years are those in which firms (I) mention difficulties in raising money in annual reports (2) postpone equity offerings due to market conditions (3) are prevented from paying dividends or (4) have little cash relative to investment. Financially Constrained (FC) firm-years are those in which firms (1) are in violation of debt covenants (2) have been cut out of credit agreements (3) 114 mention in annual reports that they are forced to cut investment due to liquidity issues or (4) report renegotiating debt payments. 3. 3.4 Summary statistics of financial constraints Our final sample includes 394 unique firms and 2217 firm-years“. As table 3.2 indicates, by using the exact methodology outlined in KZ, the percent of firm-years that are classified as potentially financially constrained (PFC, LFC, and FC) increases from 14.70% to 52.28%. Not surprising then, the percent of firms classified as NFC decreases from over half of the sample-years 54.50% to 11.50%. The lack of stability of financial constraint classifications between this study and KZ could be due to the different time period examined or due to the more heterogeneous sample firms in the current study. However, if we restrict the sample firms to be in manufacturing industries (4-digit SIC between 2000 and 3900 inclusive) as in KZ, the distribution of constraint status is relatively the same. As such, it is more likely that the time period studied is responsible for the divergence in binning as opposed to the difference in industry. Table 3.3 documents the time series properties of qualitative measures of financial constraint status among the sample years 1995-2004. It can been seen from table 3.3 that as the U.S. experienced a recessionary period between 2000 and 2004 the percent of firms classified as NFC decreased from 9.43% in 1999 to a low of 5.24% in 2003 while the percent of firms classified as FC increased from 3.69% to 7.41% over the same time period. 48 We lose 6 of the 394 firms because of missing lO-Ks or annual report to shareholders for each firm year. 115 3.4 Models of Constraints and Investment-Cash Flow Sensitivities 3. 4. 1 Correlation of qualitative measures of financial constraints and quantitative variables After establishing the time series properties of financial constraint status we now turn our attention to the correlation between qualitative measures of financial constraints and quantitative accounting variables. This is a crucial area in the literature as it is potentially impossible to read the 10-Ks and annual reports to shareholders of every firm- year on COMPUSTAT. Thus, the point estimates taken from the correlation between these two measures of financial constraints from a random sample Of firms is needed in order to apply the results to out of sample studies. Table 4 replicates the ordered logit performed in table 9 of Lamont, Polk, and Saa-Requejo (2001) using the data from KZ. This ordered logit model is the basis for the construction of the “K2 Index” which is now widely used by researchers as a measure of financial constraints.49 In Column 1 of table 3.4 we report regression estimates from an ordered logit framework based on the current sample and in column 2 of the table we report the results from the current sample but restrict observations to firms in the manufacturing industries (4-digit SIC between 2000 and 3900 inclusive). Finally, in column 3 of the table we report the results from the “KZ Index” reported in table 9 of Lamont, Polk, and Saa-Requejo (2001). Whether we compare the results from specification 1 or 2 to specification 3 we notice stark differences between the correlations ‘9 An indication of the general acceptance of the “KZ Index” is found in Baker, Stein, and Wurgler (2003) in which they indicate, “The KZ index has some very attractive features from our perspective. It is an objective, off-the-shelf index that has already gained substantial currency as an indicator of financial constraints.” 116 of qualitative measures of financial constraints and quantitative accounting variables. As many of the accounting variables are endogenous (for example, leverage and cash holdings) this should not come as a surprise. For instance, one could speculate either than firms with small cash holdings are more likely to be constrained, or that firms that are more likely face binding financial constraints are more likely to hoard cash. For all but one variable, (Tobin’s Q) coefficient estimates in the updated sample are opposite in sign and insignificant. Additionally, the magnitude of the coefficients has drastically reduced over time. For example, the magnitude on the coefficient of Tobin’s Q is approximately ten times as large (0.283 vs. 0.023) in KZ as it is in the updated sample. These results suggest that either that (l) the correlations of financial constraints based on qualitative information and quantitative variables are not stable over time or (2) this approach does not provide useful information in determining financial constraint status. If one believes the former, at a minimum future studies focusing on partitioning firms into financial constraint status should modify the factor loads on the quantitative variables used in the partitioning process. 3. 4.2 Investment-cashflow sensitivities by financial constraint status We now examine the relation between investment and cash-flow as investigated in FHP and K2. Following KZ we use the five mutually exclusive firm-year classifications of financial constraint status to form two broader measures of constraints in order to investigate investment-cash flow sensitivities by constraint. We replicate the classification used in table 5 of KZ and classify firms as Not Financially Constrained (NFC) over the entire sample if they were classified as either NFC or Likely Not Constrained (LNFC) in every year and classify firms as Likely Financially Constrained 117 (LF C) over the entire sample period if they were classified as LFC or Financially Constrained (PC) at some point during the sample period. In columns 1 and 2 of panel A of table 3.5 we replicate Table 9 of Lamont, Polk, and Saa-Requejo (2001) which uses data from K2 and report the coefficient estimates from a fixed effects estimation of the relation between investment, cash flow, and Tobin’s Q using the updated sample. The coefficient on cash flow in specification 1 of panel A (NFC group) is 0.208 and highly significant (t=5.06) and the coefficient on cash flow in specification 2 (LFC group) is much smaller in magnitude, -0.0004, and significant (t=6.11). The nature of this result is similar in flavor to the relation between investment and cash flow by constraint status as reported by K2 and reproduced in specification 1 and 2 Of panel B in that financially unconstrained firms display a much higher sensitivity of investment to cash flow than constrained firms. However, there are stark differences between the two results. First, the coefficient on the cash flow variable in the updated sample for the unconstrained group is less than 1/3 (0.208 vs. 0.680) of the coefficient reported by KZ. Additionally, while the coefficient on the constrained group is smaller than the unconstrained groups in both samples, the coefficient in the updated sample is virtually meaningless in economic terms though significant. Finally, while the coefficient on Tobin’s Q is highly significant across both constraint groups in KZ it is insignificant across both sub-samples using the updated sample. In order to ascertain whether the reduction in investment-cash flow sensitivities is due to the (1) time period studied or (2) greater firm heterogeneity in the updated sample we re-run the models on the updated sample with the restriction that sample firms be in the same industries (4-digit SIC between 2000 and 3900 inclusive) as KZ. We report the 118 results of this restricted sample in columns 3 and 4 in panel A of table 3.5. Interestingly, the difference in the sensitivity of investment to cash flow is just as stark or starker after restricting the models to include only manufacturing firms. The coefficient on cash flow for the restricted sample of manufacturing firms in the NFC sub-sample is 0.182 and highly significant (t=4.04). This is only a slight reduction (0.208 vs. 0.182) from the sample-wide estimate reported in column 1 of panel A. The coefficient on cash flow in the constrained sample remains very small and negative (-0.010). These results indicate that it is more likely the difference in time period studied that accounts for the drastic reduction in investment-cash flow sensitivity”. 3.5 Conclusion By replicating the methodology of KZ on a much larger, more recent, and more heterogeneous sample we are able to revisit the classification of financial constraints based on qualitative measures, correlation between constraint status and accounting variables, and implications of investment-cash flow sensitivities. We show that the stability of financial constraint status is far from stable over time. Using the same methodology, approximately 37.58% more firm-years are classified as having some affirmative statement pertaining tO financial constraint status (PFC, LFC, and F C firrn- years) over the period 1995-2004 compared to 1970-1984. What naturally follows is a reduction in classification of firms as NFC from 54.50% to 11.50% between 1970-1984 and 1995-2004. This lack of stability of financial constraint status over time holds even after controlling for industry. Additionally, we show that the correlations between 5° Another possibility that may lead to the reduction in investment-cash flow sensitivity between the two samples is that FHP and thus KZ require firms to survive for all 14 sample years. Since surviving firms may be more likely than others to be unconstrained, this may contribute to the higher coefficient in KZ. 119 financial constraint classification and accounting variables have starkly changed over time. Not only have the signs of the coefficients of the quantitative variables flipped in predicting financial constraint status, but four of the five are no longer significant at conventional levels. This either casts doubt on the use of this methodology to classify firms as financially constrained or, at a rrrinimum, suggests that the factor loadings used in future studies should be updated. Finally, we report that consistent with the results of KZ, the sensitivity of investment to cash flow cannot be used as valid measure of financial constraint status. As in KZ, the investment-cash flow sensitivity of sample firms classified as unconstrained is much larger (0.208 vs. -0.0004) than those classified as likely constrained. However, within the unconstrained sub-sample the sensitivity drastically reduced over time (0.680 vs. 0.208) and within the likely constrained group has reduced drastically and flipped signs (0.340 vs. -0.0004). However, the economic magnitude of the coefficient is negligible. These results at a minimum suggest that future work that classifies firms as financially constrained based on factor loads from the correlations between qualitative and quantitative measures should update the factor loads used. In the extreme, these results cast doubt on the ability to bin firms into financial constraint status based on insignificant correlations between qualitative and quantitative measures. Areas of future research investigating these correlations include examining the relation between these qualitative classifications and other quantitative variables such as firm size or firm age. Additionally, the creation of liberal and conservative definitions of financial constraint status could provide robustness checks to the original specifications. 120 Table 3.1: Sample Summary Statistics Following Kaplan and Zingales (1997), Cap. Ex/K, is capital expenditures (data128) / plant property and equipment (data8), Cash Flow/K is computed as earnings before depreciation and extraordinary items (data18) + depreciation (data14) / plant property and equipment (data8). Tobin’s Q is calculated as book assets (data6) + market equity (data24*data25) — book equity (data60) — deferred taxes (data74) / book assets (data6). Debt/Total Capital is calculated as long term debt (data9) + debt in current liabilities (data34) / long term debt (data9) + debt in current liabilities (data34) + total stockholders equity (data216). Dividends/K is calculated as preferred dividends (data19) + common dividends (data21) / plant property and equipment (data8). Cash/K is calculated as cash and short term investments (datal) / plant property and equipment (data8). In all variables plant property and equipment is start of period. As is customary in the literature and in performed in Kaplan and Zingales (1997), Tobin’s Q is calculated as start of period. The first number in each cell represents the median of the quantitative variable and the second number reports the number of observations over which the median is calculated. Column 1 reports sample-wide medians, column 2 reports medians of manufacturing firms, and column 3 reports the medians and number of Observations given in table 3 of KZ. _— “in (1) (2) (3) Sample Pierce (2007) Pierce (2007) K2 (1997) Cap. Ex./K 0.210 0.181 0.348 1786 902 719 Tobin’s Q 1.600 1.617 1.231 1961 999 719 Debt/Total Capital 0.225 0.194 0.349 1961 999 719 Dividends/Total Capital 0.000 0.000 0.000 1961 999 719 Cash/K 0.455 0.507 0.168 1961 999 719 Cash Flow/K 0.227 0.242 0.421 1961 999 719 Which Observations All Mfg All 121 F— _ a H- -. Table 3.2: Summary Statistics for Annual Financial Constraint Classification Following Kaplan and Zingales (1997) firms are assigned one of five mutually exclusive categories (NFC, LNFC, PFC, LFC, F C). As in Kaplan and Zingales (1997) NFC firm- years are those in which a firm either (1) initiated or increased dividends (2) repurchased stock (3) made explicit statements in annual reports of having excess liquidity (4) had large amounts of cash relative to investment (5) were not restricted from paying dividends. LNF C firm-years were those in which a firm either (1) made no clear statements of excess liquidity in annual reports (2) and lower cash to investment ratios than firms classified as NFC. PFC firm-years are those in which a firm either (1) made contradictory statements regarding liquidity in annual reports. LFC firm-years are those in which firms (I) mention difficulties in raising money in annual reports (2) postpone equity offerings due to market conditions (3) are prevented from paying dividends (4) have little cash relative to investment. FC firm-years are those in which firms (1) are in violation of debt covenants (2) have been cut out of credit agreements (3) mention in annual reports that they are forced to cut investment due to liquidity issues (4) renegotiating debt payments. The “Pet” column indicates the percentage of the total number of Observations that fall into each mutually exclusive category and the “Number of Obs.” coltunn indicates the raw number of sample observations in each category. Number Pet of Obs. Panel A: Sam Wide Financial Constraint Classification (Pierce 2007) Total Number of Firm Years 2217 Unique F inns 394 Not Financially Constrained (NFC) 11.50% 255 Likely Not Financially Constrained (LNFC) 36.22% 803 Possibly Financially Constrained (PFC) 46.96% 1041 Likely Financially Constrained (LFC) 0.81% 18 Definitely Financially Constrained (FC) 4.51% 100 Panel B: Sample Wide Financial Constraint Classification (KZ 1997] Total Number of F irm Years 719 Unique Firms 49 Not Financially Constrained (NFC) 54.50% 391 Likely Not Financially Constrained (LNFC) 30.90% 222 Possibly Financially Constrained (PFC) 7.30% 52 Likely Financially Constrained (LFC) 4.80% 35 Definitely Financially Constrained (FC) 2.60% 19 122 Table 3.3: Annual Financial Constraint Status Financial constraint status is determined as defined in Table 3.1. The top number in each cell is the percentage of firms in each category for the respective year and the number in parentheses in each cell is the raw number of sample observations for each given constraint status per year. Not Likely Not Possibly Likely Definitely Financially Financially Financially Financially Financially Constrained Constrained Constrained Constrained Constrained Constraint NFC LNFC PFC LF C F C Level 1995 27.27% 39.39% 30.30% 0.00% 3.03% (45) (65) (50) (0) (5) 1996 13.22% 47.93% 35.95% 0.41% 2.48% (32) (1 16) (87) (1) (6) 1997 15.87% 39.29% 42.86% 0.40% 1.59% (40) (99) (103) (1) (4) 1998 12.20% 45.12% 37.40% 1.22% 4.07% (30) (111) (92) (3) (10) 1999 9.43% 34.02% 50.41% 2.46% 3.69% (23) (83) (123) (6) (9) 2000 8.03% 29.32% 58.63% 0.00% 4.02% (20) (73) (146) (0) (10) 2001 7.69% 29.91% 55.98% 0.85% 5.56% (18) (70) (131) (2) (13) 2002 12.68% 24.39% 54.63% 0.98% 7.32% (26) (50) (1 12) (2) (15) 2003 5.24% 36.13% 50.26% 1.05% 7.33% (10) (69) (96) (2) (14) 2004 5.82% 35.45% 50.79% 0.53% 7.41% (11) (67) (96) (1) (14) 123 Table 3.4: Ordered Logit for Predictability of Financial Constraint Status The dependent variable is financial constraint status as described in Table 3.1. Standard errors are reported in parentheses below coefficient estimates. All independent variables are created from data items available in COMPUSTAT. Following Kaplan and Zingales (1997), Cash Flow/K is computed as earnings before depreciation and extraordinary items (data18) + depreciation (data14) / plant property and equipment (data8). Tobin’s Q is calculated as book assets (data6) + market equity (data24*data25) — book equity (data60) — deferred taxes (data74) / book assets (data6). Debt/Total Capital is calculated as long term debt (data9) + debt in current liabilities (data34) / long term debt (data9) + debt in current liabilities (data34) + total stockholders equity (data216). Dividends/K is calculated as preferred dividends (data19) + common dividends (data21) / plant property and equipment (data8). Cash/K is calculated as cash and short term investments (data1)/ plant property and equipment (data8). In all variables plant property and equipment is start of period. As is customary in the literature and in performed in Kaplan and Zingales (1997), Tobin’s Q is calculated as start of period. *Significant at the 10% level, "Significant at the 5% level, ***Significant at the 1% level. (1) (2) (3) Sample Pierce (2007) Pierce (2007) KZ (1997) Dependent Variable Fin. Const. Fin. Const. Fin. Const. Cash F low/K 0.0001 0.0002 -1.002*** (0.0001) (0.0002) (0.234) Tobin’s Q 0023*" 0025*" 0283*" (0.005) (0.007) (0.078) Debt/Total Capital 0010 -0.013 3139*" (0.008) (0.016) (0.449) Dividends/Total Capital 0.051 0.132* -39.368*** (0.036) (0.080) (6.097) Cash/K 0.0003” 0.001 -1.315*** (0.0001) (0.0003) (0.289) Which Observations All Mfg All Number of observations 1961 999 719 Pseudo-R2 0.033 0.040 0.134 124 Table 3.5: Investment-Cash Flow Sensitivity by Financial Constraint Status All independent variables are created from data items available in COMPUSTAT. Standard errors are reported in parentheses below coefficient estimates. All models are estimated using firm fixed effects. Following Kaplan and Zingales (1997) the dependent variable in each specification, Cap. Ex/K, is Capital Expenditures (data128) / plant property and equipment (data8). Cash Flow/K is computed as earnings before depreciation and extraordinary items (data18) + depreciation (data14) / plant property and equipment (data8). Tobin’s Q is calculated as book assets (data6) + market equity (data24*data25) — book equity (data60) — deferred taxes (data74) / book assets (data6). In all variables plant property and equipment is start of period. As is customary in the literature and in performed in Kaplan and Zingales (1997), Tobin’s Q is calculated as start of period. Following Kaplan and Zingales (1997) firms are classified as Not Financially Constrained (NFC) if they are never classified as constrained (NFC or LNFC) during the entire sample period and classified as Likely Financially Constrained (LFC) if at some point in time during the sample period they were classified as LFC or F C. *Significant at the 10% level, "Significant at the 5% level, ***Significant at the 1% level. 125 Table 3.5 Panel A: Pierce {2007) (1) Financial Constraint Status NFC Dependent Variable Cap. Ex/K Cash Flow/K 0208*" (0.041) Tobin’s Q 0.054 (0.043) Which Observations All Year Dummies Yes Firm Fixed Effects Yes Number of observations 366 R2 0.131 Panel B: Kaplan and Zingales (1) (1997) Financial Constraint Status NFC Dependent Variable Cap. Ex/K Cash Flow/K 0680*" (0.041) Tobin’s Q 0010*" (0.006) Which Observations All Year Dummies Yes F irm Fixed Effects Yes Number of Observations 279 R2 0.721 (2) LFC Cap. Ex/K Cap. 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