Firms repurchase stock for various reasons, but one of the main motivations is to boost shareholder value. This is often achieved by reducing the number of outstanding shares, which can lead to increased earnings per share.
By buying back their own stock, firms can also signal to investors and the market that they are confident in their future prospects. This can lead to a positive impact on the firm's stock price.
Firms may also repurchase stock to offset the dilution caused by issuing new shares to employees or to fund acquisitions. For example, if a firm issues new shares to employees as part of a stock option plan, buying back shares can help mitigate the dilution effect.
What Is a Repurchase?
A repurchase is a transaction where a company buys back its own shares from the market. This can be done directly from the market or by offering shareholders a fixed price to tender their shares to the company.
Companies might buy back shares because management thinks they're undervalued.
How Repurchases Work
Companies repurchase their stock to boost their financial position and increase equity value. This is done by buying back shares from the open market or directly from investors.
A share repurchase reduces the number of shares outstanding, which increases earnings per share (EPS). This, in turn, elevates the market value of the remaining shares.
Here are the three main reasons why companies repurchase their stock: An increase in equity valueA boost in the company's financial positionConsolidation
Open Market
In the United States, the most common share repurchase method is the open-market stock repurchase, accounting for almost 95% of all repurchases. This method allows companies to buy back their stock from the open market.
A firm will announce its intention to repurchase shares in the open market and will decide on a case-by-case basis whether, when, and how much to repurchase. This process can span months or even years.
There are daily buyback limits, however, which restrict the amount of stock that can be bought over a particular time interval, ranging from months to even years. According to SEC Rule 10b-18, the issuer cannot purchase more than 25% of the average daily volume.
The open-market stock repurchase provides companies with flexibility and control over their share repurchase process, allowing them to respond to changing market conditions.
Dutch Auction
The Dutch auction is an alternative form of tender offer that allows companies to repurchase shares in a unique way. In a Dutch auction, the company specifies a price range within which the shares will be purchased.
This approach was first used by Todd Shipyards in 1981. The firm invites shareholders to tender their stock at any price within the stated range.
Shareholders can tender their stock at any price within the specified range, and the company then compiles these responses to create a demand curve for the stock. The purchase price is determined by the lowest price that allows the firm to buy the number of shares sought in the offer.
If the number of shares tendered exceeds the number sought, the company purchases less than all shares tendered at or below the purchase price on a pro rata basis.
Companies Buy Back
Companies buy back their shares to increase equity value, boost their financial position, and consolidate their stock. This is achieved by reducing the number of shares outstanding, which increases earnings per share (EPS) and elevates the market value of the remaining shares.
A share repurchase reduces a company's available cash, which is reflected on the balance sheet as a reduction by the amount spent on the buyback. It also reduces shareholders' equity by the same amount on the liabilities side of the balance sheet.
The most common share repurchase method in the United States is the open-market stock repurchase, representing almost 95% of all repurchases. A firm will announce that it will repurchase some shares in the open market from time to time as market conditions dictate.
Companies may believe their shares are undervalued by the market and purchasing shares on the cheap creates value for long-term shareholders. Alternatively, firms may use repurchases as a signal to the market that they are well-disciplined, returning excess cash to investors instead of investing it on wasteful projects or letting it sit idle in low-yield cash accounts.
Here are some reasons why companies buy back their shares:
- To return money to investors
- To create value for long-term shareholders
- To signal to the market that they are well-disciplined
- To support stock-based compensation plans
A company like Apple spent more than $467 billion in share buybacks since 2012, making it the biggest repurchaser of its own stock among all of the companies in the S&P 500. Apple's share repurchase can be seen as a signal to the market that the company management believes the stock price is going to appreciate in the short term.
Reasons for Repurchase
A share repurchase reduces the total assets of the business, improving its return on assets and other metrics. This is because reducing the number of shares means earnings per share can grow more quickly as revenue and cash flow increase.
If a company pays out the same amount of total money to shareholders annually in dividends, and the total number of shares decreases, each shareholder receives a larger annual dividend. This can lead to increased dividend growth if the company grows its earnings and total dividend payout.
Companies use share repurchases to return excess capital to shareholders without locking into a dividend payout pattern. For example, a company might return 25% of its earnings through share repurchases to complement its 50% dividend payout ratio.
Selective
Selective buybacks are a way for companies to repurchase shares without offering equal opportunities to all shareholders.
In some countries, like the UK, a selective buyback requires special shareholder approval, which must be approved by a 75% majority.
Not all companies need special approval for selective buybacks, though - in the US, no such approval is required.
Selective buybacks can be a sign that a company's management is confident in its future prospects, which can boost the stock price.
The Is Undervalued
A company may choose to repurchase its shares if it believes they are undervalued. This means that the company thinks its stock is trading for a lower price than its intrinsic value.
For example, if you could buy a $100 bill for $50, you would likely do so as often as possible. Similarly, companies like Berkshire Hathaway have implemented buyback programs when they believe their stock is a bargain relative to its intrinsic value.
In fact, during the 2022 bear market, many companies in rapidly growing tech industries and real estate investment trusts (REITs) implemented buyback programs, citing that management believed the stock was a bargain relative to its intrinsic value.
Here are some reasons why companies might think their stock is undervalued:
- Historical undervaluation in the sector or industry
- Recent market downturns or bear markets
- Strong financial performance or growth prospects
In any case, a company's management may believe that buying back undervalued shares can help increase the stock price and benefit shareholders.
Pros and Cons
Firms repurchase stock for various reasons, but let's dive into the pros and cons of this practice.
A share repurchase is an efficient method of putting money back in shareholders' pockets, as it shows the corporation believes its shares are undervalued.
Shareholder value can be created if stock is bought back for less than its intrinsic value.
The share repurchase reduces the number of existing shares, making each worth a greater percentage of the corporation.
This can make the stock more attractive to potential investors, especially if the stock's EPS increases.
Here are some of the key pros and cons of stock buybacks:
In many ways, buybacks have some significant advantages over dividends, especially if the stock is truly trading for less than its intrinsic value.
Impact and Effect
Repurchasing shares can have a significant impact on a company's financial metrics.
Earnings per share (EPS) and cash flow per share (CFPS) will artificially inflate due to a decrease in the denominator used to produce the figures.
A reduction in supply can lead to an increase in the stock price, assuming constant demand.
However, investors must be cautious of these phenomena as they may not result from legitimate business improvements.
The short-term price increase after buybacks is modest and does not reverse on average.
Tax and Financial
The Inflation Reduction Act of 2022 introduced a 1% excise tax on share repurchases of over $1 million for US corporations trading on established exchanges.
This tax is a relatively small price to pay for companies, especially considering the benefits of buying back stock.
The tax applies if more than $1 million of stock is purchased over the course of the tax year.
Companies can avoid creating a taxable event for shareholders by using excess profits to buy back stock, rather than paying out dividends.
Tax on?
Tax on Stock BuyBacks is a relatively new concept, introduced by the Inflation Reduction Act of 2022, which imposes a 1% excise tax on share repurchases of over $1 million.
This tax applies to any US corporation trading on an established exchange, and it's assessed on the company, not the shareholders.
The tax applies if more than $1 million of stock is purchased over the course of the tax year, and it's a significant change in the tax landscape.
In fact, this tax is still far less than the tax hit investors would face if the company chose to pay out dividends instead.
Dividends are generally taxable income, unless you own stock shares in a tax-advantaged account, and they come with tax rates of 15% to 23.8% for most investors.
The 1% excise tax on buybacks is a more favorable option for companies, as it doesn't create a taxable event for shareholders.
Do I Have to Sell in a Buyback?
You are not required to sell your share back to the company. In fact, you have the freedom to decide what to do with your shares during a buyback.
During a buyback, the company will offer to purchase some or all of your shares at a predetermined price. However, you can choose to sell some, none, or all of your shares, depending on your individual financial goals and circumstances.
If you decide not to sell your shares, you can simply hold onto them and continue to own them. This is a perfectly valid option, and you won't be obligated to sell to the company.
Remember, you have the final say in what happens to your shares during a buyback.
Types of Repurchases
Companies can repurchase their shares in various ways, and it's not just a simple matter of buying back stock from the open market. A share repurchase can be done to achieve an increase in equity value, a boost in the company's financial position, and consolidation.
There are different types of repurchases, including buying back shares held by employees or salaried directors, which requires an ordinary resolution. A listed company may also buy back its shares in on-market trading, following the passing of an ordinary resolution if over the 10/12 limit.
Some companies opt for an Accelerated Share Repurchase (ASR) strategy, where they repurchase a large chunk of their publicly traded equity shares. This involves working with specialized investment banks to effectuate the transaction, and companies often engage in ASR programs if they have certain convictions about the intrinsic valuation of the company or if they have commitments of capital return to shareholders.
Here are some of the types of repurchases:
- Buying back shares held by employees or salaried directors (requires an ordinary resolution)
- On-market trading buyback (follows an ordinary resolution if over the 10/12 limit)
- Minimum holding buyback (no resolution required, but purchased shares must be canceled)
- Accelerated Share Repurchase (ASR) strategy
Other Types
Companies can buy back shares in various ways, and it's not just about buying back all the shares at once. A company may buy back shares held by or for employees or salaried directors of the company or a related company.
This type of buyback, referred to as an "employee share scheme buyback", requires an ordinary resolution. A listed company may also buy back its shares in on-market trading on the stock exchange, following the passing of an ordinary resolution if over the 10/12 limit.
The stock exchange's rules apply to "on-market buybacks". A listed company may also buy unmarketable parcels of shares from shareholders, called a "minimum holding buyback". This type of buyback does not require a resolution, but the purchased shares must still be canceled.
Companies Buy Back Their Stock
Companies buy back their stock as a way to return money to investors, and it's a common practice in the business world. According to Example 2, Apple spent over $467 billion on share buybacks since 2012, making it the biggest repurchaser of its own stock among all S&P 500 companies.
A share repurchase reduces the number of shares outstanding, which increases earnings per share (EPS) and elevates the market value of the remaining shares. This is because there are fewer shares to divide the company's profits among, making each share more valuable.
Companies may also buy back shares to signal to the market that they believe the stock price is going to appreciate in the short term. This is known as the signaling effect, and it's a way for companies to communicate their confidence in their business to investors. As mentioned in Example 4, a share repurchase can be an indication of positive prospects for the company.
There are several types of share buybacks, including on-market trading and employee share scheme buybacks. According to Example 5, a listed company may buy back its shares in on-market trading on the stock exchange, following the passing of an ordinary resolution.
Here are some reasons why companies buy back their shares:
- They believe their shares are undervalued by the market (Example 7)
- They want to return excess cash to investors instead of investing it in wasteful projects (Example 7)
- They want to support stock-based compensation plans while mitigating any dilutive effects of stock issuances (Example 7)
- They want to return money to investors (Example 7)
It's worth noting that share buybacks can have an impact on a company's financial statements, reducing available cash and shareholders' equity. However, they can also be a useful tool for companies to communicate their confidence in their business to investors.
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