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IPOs: The Third Year On

Jessica West, Giovanni Fernandez,


and K.C. Ma
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A
Jessica West virtue of capitalism is that capital of financing may be irrelevant, the general
is an assistant professor is market driven to businesses public remains broadly enamored with IPOs,
of finance at Stetson
with the most profitable, produc- which can be as addictive as the Wheel of
University in DeLand,
Florida. tive opportunities. In a perfect Fortune; rival investment opportunities rarely
jwest1@stetson.edu world, two firms with similar production produce such astonishing returns in a short
should have equivalent value, but they may period of time. For that, the Oracle has a
Giovanni Fernandez have different mixes of financing depending stronger opinion:
is an assistant professor on each owner’s risk and return preference
of finance at Stetson
University in DeLand,
on capital. In this regard, an initial public You don’t have to really worry about
Florida. offering (IPO) is considered no more than a what’s really going on in IPOs. People
gfernan1@stetson.edu funding or liquidity event. Private compa- win lotteries every day but there’s no
nies, having limited access to public capital, reason to let that affect [your invest-
K.C. M a often risk diluting their own returns in ment strategy] at all. You have to
is the Roland George
exchange for outside capital in order to grow find what makes sense and follow
Professor of Applied
Investments at Stetson and scale the firm. As the “Oracle,” Warren your own course. If they want to do
University in DeLand, Buffett, said, mathematically unsound things and
Florida. one person gets lucky … it’s nothing
kcma@stetson.edu Families that own successful busi- to worry about. You don’t want to
nesses have multiple options when get into a stupid game just because
they contemplate sale. Frequently, it’s available. Buffett [2016]
the best decision is to do nothing.
There are worse things in life than IPO ONE-DAY POPS
having a prosperous business that
one understands well… If the con- Ironically, several early academic studies
glomerate form is used judiciously, it may have been responsible for the common
is an ideal structure for maximizing misperception that IPOs are, across the board,
long-term capital growth. With all its great investments (Logue [1973], Ibbotson
excesses, market-driven allocation of [1975], and Ritter [1984]). Other than the
capital is usually far superior to any 65% average one-day gain during the Internet
alternative. Buffett [2014, p. 8] bubble period (1999–2000), IPO day returns
have averaged approximately 20% since
Although the Oracle’s view is consistent 1961 in the United States, consistent across
with the argument that the particular form the world exchanges. However, most of the

Summer 2017 The Journal of Portfolio M anagement    137


Exhibit 1
IPO First-Day Returns
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IPO “pops” happened on the day of the IPOs, which the owners and underwriters. The typical methods
is mainly a result of the “underpricing discount,” mea- include, for example, lockup options (primarily con-
sured by the percentage change in the first-day closing sidered defensive arguments to avoid the controversial
price and the IPO offer price (Exhibit 1). These returns Commissions, Laddering, Analyst conf licts of interest,
seem more speculative than those that can be explained and Spinning (CLAS) prior to IPO releases),3 the 60-day
by theory. Such prosperity has been attributed to both post-IPO cool-off period, the up-to-two-year lockup
the issuers and the underwriters managing the IPOs’ period, private equity pull outs, and the resolution of
process taking advantage of the information asymmetry the information asymmetry.
of the private companies.1 As a result, the IPO pop is
not quite as interesting or relevant, because it is merely WHY SHOULD IPOS BE DIFFERENT?
leaving owners’ money on the table, and the average
public investors miss out on the opportunity all together. The consistent evidence that IPOs underperform
in the long run begs an obvious question: Why should
IPO FIVE-YEAR FLOPS IPOs be singled out and expected to perform differently
from seasoned stocks? After initial hurdles are met in
Perhaps a more meaningful issue is the long- the first year, an IPO transforms into a seasoned stock.
standing finding that IPOs have underperformed their Consider that going public, or initiating the IPO pro-
benchmarks for as long as five years after issuance. For cess, signifies an important rite of passage in the life of
the 74 years between 1935 and 2008, though not in the a young company. Rational owners should constantly
same order of magnitude, a number of authors found a weigh the costs and benefits of staying private versus
consistent pattern of underperformance in IPO returns going public.4 Such a decision should inherently depend
as significant as 20% –30% for the three-to-five-year on whether the public shares would be worth more than
period after their issuances. However, the long-term the private shares. The reverse works for owners who
underperformance should not be hastily dismissed as decide to go private. On that front, one plausible expla-
the result of the previous one-day pops because doing nation for potential underperformance is that IPOs on
so would not make economic sense. An efficient capital average are overvalued relative to comparable firms and
market would not allow an asset class with consistently can be expected to grow much faster than comparable
abnormal returns to exist over the long haul; simple seasoned firms.5 Therefore, underpricing is an oppor-
arbitrages would eliminate any known or persistent risk- tunity cost to firms that want to go public.
adjusted excess returns, positive or negative.2 To find the costs and benefits of going public, or
The conventional argument attributes the under- initiating an IPO, we draw on the previous research and
performance to various forms of market frictions. The existing theoretical framework of other experts in the
underperformance develops as a result of prolonged field. Ritter [2011] estimated that the direct cost of IPOs
information asymmetry that gives some investors a is around 7% of the net proceeds. Additionally, for the
competitive advantage that is often manufactured by first-day-18% return and 30% outstanding shares sold

138    IPOs: The Third Year On Summer 2017


Exhibit 2
Post-IPO Long-Term Returns
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during IPOs, the opportunity cost that issuers leave on they may be buying a lemon, which could stall or derail
the table is around 9%. Why would a company choose the IPO altogether. Investors may disagree over com-
to go public if the costs are so high? Some obvious rea- pany quality and offer price prior to the IPO, and they
sons include the desire to raise capital, to allow current may have disputes over strategy throughout the public
shareholders to cash out, to have publicly traded stock to life of the firm (Brealey, Leland and Pyle [1977]).
clarify the firm’s valuation, and to provide a currency for The cost of sequestering duplicate information is
making stock-financed acquisitions. Many companies usually paid by a large number of investors in public
are acquired shortly after going public. firms. It can be reduced by the availability of a public
The opportunity to tap the public market for price that conveys information to all investors so that
equity capital is the most convincing argument about only a fraction of the investors will incur the informa-
why firms would go public—especially firms with tion production cost (Chemmanur and Fulghieri [1999]).
high-growth prospects but with limited access to other Similarly, the public market provides a tradeoff between
financing alternatives because of high leverage and duplicate information costs and the benefits from the
transaction costs (Kim and Weisbach [2008]). Although useful signals from serendipitous information, aggregated
this argument is consistent with minimizing the cost from the diverse information that stock market investors
of capital and maximizing firm value (Modigliani and collect randomly (Subrahmanyam and Titman [1999]).
Miller [1963]), the availability of capital is more impor- A more novel idea is to suggest that IPOs are a
tant than the cost of capital for an aging private com- prelude to future takeover activities (Zingales [1995],
pany that exhausts all the capital from private sources. Brau, Francis, and Kohers [2003], and Brau and Fawcett
A related argument is the liquidity benefit of being pub- [2006]). An IPO can serve as the first step toward selling
licly traded. For example, firm managers benefit from a company at an attractive price through a takeover.
control and inf luence over investment decisions despite Similar to the capital market access argument, IPOs
potential disagreements with shareholders. However, create public shares for a firm that may be used as
firms prefer to deal with outside shareholders versus currency in acquiring other companies, such as being
suppressing inside shareholders. Therefore, there is an acquired in a stock deal.
obvious tradeoff between the benefits of corporate con- The IPO is a complex process, and to this point,
trol and the cost of liquidity. The role of the IPO is to most of the previous empirical studies emphasized the ex
establish a price/value for a firm as a base to provide post explanation of the empirical irregularity. We would
public market liquidity (Amihud and Mendelson [1988] like to propose a positive model that will predict the
and Boot, Gopalan, and Thakor [2006]). time-varying risk and returns over the life of the equity.
When a firm is public and widely held, investors
may be less informed than insiders and information may AN OPTION TO GO PUBLIC
be costly to obtain. Thus, investors are less informed
than the issuers about the true value of the companies Inevitably, company owners face a crucial decision
going public. As a result, investors are concerned that with regard to strategy over implementation of the best

Summer 2017 The Journal of Portfolio M anagement    139


business platform and discretion on sources of capital, A standard exception would include a firm not
given a variety of choices. At any given point in time, publishing research reports or releasing information
business owners have the option to either go public or during the 25-day quiet period after a deal has been
stay private (with non-negative values), and vice versa. completed.7 In addition, IPO firms often voluntarily
When a firm is private (public), the going-private pull back the offering information just weeks prior to
(-public) option value is zero. The equity in a firm, the IPO dates, amid “potential shareholder litigation.”
public or private, is a residual claim on profits, assuming Further maneuvering involves firms allowing under-
the firm is liquidated and all outstanding debts and other writers to stabilize deals—that is, to buy shares of an
financial claims are paid off. Thus, it is customary to IPO to boost its price, up to 30 days after a deal under
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consider that the stock is a call option on the firm’s SEC rules. After firms file the required S-1 reports with
liquidating value, with an exercise price on outstanding minimum information for the SEC registration, it is a
debts. As private firms always have an option to go common practice for the companies to only release year-
public and public firms an option to go private, the to-year financial statement comparisons to the general
decision to initiate an IPO may be valued as a call option public, even after the quarterly information is available.
to maximize the equity share values. This situation allows firms to delay release of prior year’s
Entrepreneurs start their businesses with family reports up to another three quarters. The design of the
capital to test their products. Despite very small odds, a up-to-2-year lockup period—which prevents insiders
young business may become profitable and generate high such as owners, private equity backers, and investment
“entrepreneurial” returns. Soon enough, before private bankers from selling their shares—can be considered a
returns start diminishing, some form of external capital way to prolong the information asymmetry.
is sought to maintain the owner’s returns. Unless one However, a maneuver of restoring information
is Warren Buffett,6 everyone thinks short-term. Private asymmetry through the investment banking process
firms often claim they are in business for the long haul. is, at best, transitory because all firms are required to
But it is only rational, in maximizing firms’ value, to be follow regulations, laws, or prospectus disclosures that
eventually out in the public market within 5 to 10 years. have prespecified, short timelines. The rationale is that
When owners wish to cash out their financial efficient outside investors will price in the net reduction
interests, they usually consider public company mergers of information risk premium, because they realize that
and acquisitions. When a private company’s profit- they will inevitably become more informed through
ability is constrained and the company needs to scale increasing analyst coverage, monitoring, and market
up, seeking outside capital or a public offering often scrutiny. Therefore, one would predict that the public
makes sense. To this end, access to the public capital shares, in their early issuing stage, or IPOs, will under-
market and increased liquidity are the two major ben- perform their counterpart seasoned public shares. This is
efits for the original private shareholders. However, this consistent with the stylized empirical findings that IPOs
has to be accompanied by giving up some ownership to underperformed in the first few years of their issuances.
gain access to the public capital market. In other words, On the other hand, the interplay of higher entrepre-
owners are forced to share the entrepreneurial returns neurial returns and lower information risk premium will
and their private shares become diluted. eventually play out. After the “growing pains” in the
However, there is a price to pay for the owners short run, most young IPO firms should still be able to
to access the public capital. Because insiders are always produce higher entrepreneurial returns so to start out-
more informed, including outside shareholders will performing the market. At this point, there is not yet
reduce the risk premium originated from the infor- any empirical finding showing IPO outperformance.
mation asymmetry. On that count, the public shares Given the extensive existing research literature on
are expected to produce lower returns than the private post-IPO long-term performance, we are not joining
shares. Rational owners constantly weigh the costs and the debates on the rationales or their significance. As a
benefits of staying private versus going public, and it practical matter, our study is restricted by the general
is in their best interest to restore the risk premium by lack of private company data before going public and
creating some artificial information asymmetry along public company data after going private. Consequently,
with the process of initiating the IPO. we focus more on the IPOs’ performance two years

140    IPOs: The Third Year On Summer 2017


after their issuance. We believe it is more interesting (46%) stocks. As of the end of 2015, the live stocks were
that most of the institutional restrictions have been actively traded and the dead stocks were not.
lifted and information asymmetry has been resolved. Following the standard procedures used in pre-
Provincially, young stocks have finally traded in a reg- vious studies, we further narrowed down the IPO stock
ular market environment, which allows us to assert some universe based on the following criteria: (1) the stock
economic sense. must have an identifiable IPO date, (2) the first-day
For the 90-year period between 1926 and 2015, close price or offer price has to be at least $1.00, (3) the
with over 35,000 IPOs, we uncover new evidence that stock has to be traded for at least 2/3 of the first five-year
IPOs have outperformed their counterparts by 5% a year period, and (4) the stock has to be a true first-time ini-
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from the third year on. Accompanying the underperfor- tial public offering, rather than a seasoned or secondary
mance in the first two years, the result is consistent with offering, nor a result of change in corporate control, such
the argument that young companies need to dilute their as a merger and acquisition or restructuring.
private share returns as a “one-time price” to pay for the The dataset is further “scrubbed” for accuracy in
access to the public capital market. The added liquidity the following ways. First, when prices on the same stock
will enhance the new firms’ growth and the entrepre- come from different sources, these prices are verified for
neurial public returns. In the following sections, we consistency and accuracy. Even though the number of
will describe the empirical procedures for the findings. errors in price data is relatively small, mainly from typos,
the magnitude of these errors on the return computations
EMPIRICAL DESIGN would be enormous if not corrected, often in the order of
a million times. Second, if the stock is listed on multiple
To this day, the empirical procedures to examine exchanges, only one price, the primary issue, is used.
the IPOs’ return performance have been well developed. Third, because we include over-the-counter (OTC)
We select the most appropriate methods used in most stocks, great care has been taken to make sure that the
recent studies to answer the questions we posit in OTC IPOs were not a result of the falling angels delisted
this study. from the major exchanges. For stocks delisted from the
major exchanges and moved onto the OTC, we recon-
THE U.S. IPO UNIVERSE nect the price history between the two in order to correct
for survivorship bias, which we discuss later. Between
One consensus among previous authors is that the number of stocks outstanding in the past year and the
the measurement of IPOs’ long-term performance is number of stocks newly issued, we are able to estimate
extremely sensitive to both the sample firms and the the number of stocks that ceased trading (not delisted).
time period used in the studies. The reason is that firms In Exhibit 3, the final stocks included in our study
from the same industry tend to ‘IPO’ during the period are summarized. On average, there were 7,906 active
when the industry is doing better than the general stocks traded during a typical year, 7,540 new IPOs, and
market. Because all publicly traded stocks have at least 7,144 IPO stocks with an offer price above $1.00. Starting
one IPO, the entire historical U.S. stock universe, live in September 2011, the number of stocks increased across
or dead, is the IPO stock universe. Thus, to avoid the the board significantly as the OTC data became avail-
industry clustering and sampling bias issue, we elect to able to academics. Notably, there was a significant varia-
use the entire U.S. stock universe for our study. tion in the number of new issues coming to the market,
To that end, we start with any publicly traded consistent with the issuers’ timing based on the prior
stocks with price history from the usual academic industry performance. A more stable delisting pattern
databases—CRSP, COMPUSTAT, and DataStream— appears to be a result of general stock market movements.
and industry databases such as Morningstar, Thompson
Reuters, Bloomberg, and the OTC. The time period in EVENT-TIME VERSUS CALENDAR-TIME
our study is 1926 to 2015, and we identified all 67,260 PORTFOLIOS
stocks traded during that period. For reasons that will
soon be clear, the initial universe includes the price The issue of selecting the relevant time point is
history of both currently live (54%) and historically dead nontrivial. The standard “event-time” methodology

Summer 2017 The Journal of Portfolio M anagement    141


Exhibit 3 Exhibit 4
IPO Universe Percentage of Dead IPOs
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uses the IPO months as time zero, and the subsequent


return is averaged across all IPOs, obviously at different
historical calendar-time points. Because most IPOs have
been clustered over time, this approach may introduce
some biases in hypotheses testing. A wealth index is first computed for each stock
by comparing the current price by the IPO first-day
close price and averaging the index across the stocks.
BUY AND HOLD VERSUS The latter approach is often preferred because it com-
EQUAL-WEIGHTED RETURNS pounds the returns on the stock level. Though the
Tracking stock performance is always a tricky arithmetic return is known to bias the true return by
issue. The technology has been well developed in the understating (overstating) the negative (positive) returns,
IPO literature. In Equation 1, an arithmetic portfolio both measures suffer the same implementation issue of
return index is constructed by first equally weighting all costly monthly rebalancing.
IPO monthly returns at the same point in time, event
time or calendar time, and subsequently compounding SURVIVORSHIP BIAS
the average return over time:
Perhaps the word “survivorship” has originated
 from IPOs. Young firms are notorious for their fragile
m
 P
n

EWR t = ∏  1 + ∑  it − 1  (1) life. Approximately 37,000 “dead” stocks have ceased
t =1  i =1  Pit −1  trading (Exhibit 4). Nearly 45% of this attrition was
due to involuntary unfavorable fundamentals, such as
Pit : price of stock i at month t since IPO financial distress, bankruptcy, or poor market condi-
n: number of IPO stocks tions because of failure in reporting or nontrading, while
m: number of months since IPOs. 55% of the dead stocks were associated with voluntary
changes in control, such as liquidation, mergers and
For comparison, Equation 2 constructs a buy-and- acquisitions, or exchanges. In Exhibits 4 and 5, the
hold portfolio index: average public life of an IPO is around 11.3 years, while
the majority ‘died’ within five years. As expected, there
n
 Pit  1 is a relatively high attribution rate for young firms. IPO
HRRt = ∑  P  (2)
i0  n
i =1 firms have a 10% chance of failure by the end of the first
year, 25% chance of failure by the end of the second year,
Pit : ith stock close at month t since IPO. and 50% chance of failure to the five-year anniversary.
Pi0 : close price of the first trading day. In contrast, while there is a 54% chance that a one-year

142    IPOs: The Third Year On Summer 2017


Exhibit 5 Finally, for all stocks whose prices become unavailable,
Number of Live IPOs and if the stocks were still within the first five-year
period after their IPOs, the remaining return data points
were “filled” in with the assumption that the stock
returns would be reduced at annual rates of 33%, so that
the stock value would go to zero after the three years of
untraceable delisting outcomes. Unlike previous studies
that assumed the delisted stocks would have market per-
formance with a zero excess return, our treatment is
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more conservative by building in the natural demise of


dead stocks.

RISK-ADJUSTED PROCESS

One of the major reasons to account for the sig-


nificant inconsistencies in the magnitude of the post-
IPO long-term excess returns is the various risk-adjusted
old company will not survive the following five years,
procedures authors used. Most authors elected to use the
a 20-year old company has less than a 5% attrition rate
standard asset pricing models, such as the Capital Asset
for the same time period.
Pricing Model (CAPM) or versions of Fama–French,
For those firms that expired early, the subsequent
momentum, or liquidity risk factor models to adjust for
change in values after delisting is nontrivial. Stocks that
the systematic risks in the expected returns. However,
involuntarily delisted experienced drastic drops in value
we do not think that these conventional risk-adjusted
subsequent to the delisting. The average payoff values
procedures are sufficient to account for IPOs’ risk and
for bankrupt stocks have been in the order of 10%–15%
return tradeoffs. Similar to old companies in financial
of the last trading levels. For firms fortunate enough to
distress or in bankruptcy, the volatility or the risk of new
migrate from the major exchanges to the OTC markets,
young firms is mainly attributable to company-specific
“first print” prices were usually at around a 30% discount
idiosyncrasies, rather than the standard systematic
of the last trade prices. On the other hand, for stocks
market related risks.
that delisted voluntarily because of mergers and acquisi-
To illustrate the merit of this argument, we esti-
tions or going private, estimated subsequent shareholder
mate the average Fama–French, momentum, and
returns amounted to a 20%–30% premium over the last
liquidity risk factors (Equation 3 in the next paragraph)
publicly traded prices on the exchanges. However, we
for stocks the first two years out and then three to five
do not infer that the wealth effect between the different
years after their IPOs. The average risk factors across all
delisted groups will cancel each other if survivorship is
stocks in the two periods are summarized in Exhibit 6.
left unchecked. In fact, because there is a higher chance
Other than the size factor, which is consistent with the
that IPOs will be delisted and the resulting changes in
fact that most IPOs are small-capitalization stocks, the
values will be significant, the performance measurement
comparisons suggest that the systematic risk factors are
of the surviving stocks will be seriously overstated.
significantly lower in the first five years after the IPOs.
In our study, we elect to correct for the positive
In other words, the conventional measures of systematic
selection and survivorship bias inherent in the IPO
risk are less important for young public firms, espe-
universe using several procedures. For firms being del-
cially in the immediate time periods following the IPOs.
isted, every effort has been made to link the price data
This finding emphasizes the importance of diversifica-
from exchange to exchange listings in order to pre-
tion in IPO portfolios, including an adjustment of the
serve the longest live price history. For stocks that did
idiosyncratic risk more prevalent in the young stocks.
not have data available after the delisting, the resulting
In the absence of finding a convincing model to
valuation outcomes, if available, were identified—albeit
price the idiosyncratic risk, and being able to compare
liquidation, merger and acquisition, or bankruptcy.
our findings with previous studies, we reluctantly follow

Summer 2017 The Journal of Portfolio M anagement    143


Exhibit 6
IPO Systematic Risk Models

Note: *** and ** represent the 1% and 5% significance levels.


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the typical procedures used in the existing literature. and


Therefore, we estimate both the traditional CAPM as
n m
in Equation 3. For verification, we also construct a five- 1
CAR1t = ∑ ∏ (1 + εit )
factor model (FFSC) using Fama and French’s [1993] i =1 t =1 n
market risk, value risk, and size risk factors, Carhart’s
n m
[1997] momentum factor, and Pástor and Stambaugh’s 1
CAR2t = ∑ ∏ (1 + δit )
[2003] liquidity risk factors, as specified in Equation 4: i =1 t =1 n
Rit − R ft = α i + βi ( Rit − Rmt ) + εit (3)
EVENT-TIME VERSUS CALENDAR-TIME
Rit : Return on stock i for month t PORTFOLIOS
Rft : Risk free rate for month t
βi : Beta of the stock i In Exhibit 7, we first report the results for stock
Rmt : Market return returns over the same time period after their respective
IPO events. The first-year and second-year stock excess
and returns, subsequent to their IPOs, averaged around -1.1%
and -7.71%, with the equal-weighted portfolio returns
Rit − R ft = α i + βi ( Rmt − R ft ) + si SMBt + hi HML t lower than the buy-and-hold returns as expected.
Although our finding of IPOs’ early underperformance
+ miUMDt + li LIQt + δit (4)
is similar to most previous studies, the magnitude of
the negative excess returns is in the same order of the
where Rmt - Rft is the market excess return for month t,
findings reported by Ritter [2011], a more recent study
SMBt is the size risk premium, HMLt is the value risk
that has a slightly shorter time period (1980–2008) and
premium, UMDt is the momentum risk premium, and
a smaller sample size of 7,314. Moreover, the underper-
LIQt is the liquidity risk premium. The risk factors in
formance is robust regardless of how the performance
Equations 3 and 4 are estimated over the first five years
return is measured or how the return is risk adjusted.
of the IPOs. The conventional cumulative abnormal
However, the more fascinating result is on returns
returns CAR1 and CAR2, in equal-weighted basis and
from the third year on. While the third-year raw return
buy-and-hold basis, are calculated by compounding the
averaged 17%–18%, the excess return is between +1.74%
two monthly excess returns estimated using εit and δit
and +5.71%, statistically significant at the 1% level.
from Equations 3 and 4 in the following manner:
A similar pattern emerges in the fourth and f ifth
years. In Exhibits 8 and 9, the cumulative abnormal
m
 n
ε 
CAR1t = ∏  1 + ∑ it  returns are presented over the five-year period after
t =1  i =1 n  the IPOs. On average, although the stocks underper-
formed 7% –9% the first two years, they outperformed
m
 n
εit  risk hurdles by somewhere between 15% –20% in the
CAR2t = ∏  1 + ∑ n
t =1
 following three years. All in all, IPOs outperformed
i =1
their risk benchmarks by a minimum of 5% over the

144    IPOs: The Third Year On Summer 2017


Exhibit 7
Event-Time Post-IPO Annual Returns
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Note: T-statistics in the parentheses; *** and ** represent the 1% and 5% significance levels.

Exhibit 8 returns for stocks issued four years ago. A fourth-year


Event-Time Buy-and-Hold CARs return is also constructed for stocks issued three years
ago, and so on. Under the same calendar-time basis,
the next 12-month returns for the current month IPOs
become the first-year return index. Finally, the one- to
five-year return index is obtained by averaging over all
calendar months over the entire time period. Exhibit 11
shows the annual risk-adjusted excess returns for each of
the five years after the IPOs using a calendar-time basis.
In comparison to the event-time approach, in gen-
eral, the magnitude is less extreme in that the excess return
is f lat or around a slightly negative -1% to -2% for the
first two years and +10% for the remaining three years,
We note that the difference in magnitude between the
two approaches is understandable. Because most IPOs are
time clustered in the same industry, the calendar-time
portfolios are inevitably affected by the sector risk,
five years after their issuances. If this pattern holds, which is not fully accounted for. Exhibit 12 shows the
we begin thinking differently about IPOs. excess returns associated with five individual annual
To show further robustness, we replicated the same intervals over the calendar time. Exhibits 13 and 14 also
event-time tests in various 10-year calendar-time subpe- demonstrate the time-series patterns of the cumulative
riods. The findings are summarized in Exhibit 10. The abnormal returns on a calendar-time basis. Although it
qualitative result is remarkably consistent across most is seemingly more volatile over time, we still can draw
subperiods. From the third year on, the negative excess a similar qualitative conclusion that IPOs outperformed
returns stubbornly reversed to positive returns. from the third year on.8
We further test the “third-year and on returns”
using the calendar-time approach. In this case, we iden- LOTTERY-LIKE IPO RETURNS
tify stocks that were first issued during the previous
48-month period. A fifth-year annual portfolio return On the other hand, we are still puzzled by the
index is computed by averaging the next 12-month “consistency” found in this study and many previous

Summer 2017 The Journal of Portfolio M anagement    145


studies showing that at least for the first two years, distributions are classif ied based on the particular
IPOs underperformed. It begs a simple question: why year since the IPOs. Using the buy-and-hold index,
does the underperformance still exist to this day? Or, we show that the 99th percentile IPO in a year pro-
why would anyone invest in IPOs during the first two duced over 2,770% in the first year, compared with
years, knowing that they will most likely deliver a subpar the average return in the same 99th percentile of 288%
performance? An intuitive answer is that investors may (Exhibit 15, Panel B). Further, the 288% return from
reckon that investing in IPOs is fundamentally synon- the top 1% IPO performers is approximately 29 times
ymous with playing a high-stakes lottery—paying to the average U.S. stock annual return. Other than the
play for extremely high potential returns with extremely fact that extreme IPOs produced nearly 10 times the
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small odds. returns of the average (extreme) stocks, along with


To get some insight on this issue, we compare sharp declines in the superior returns over time, they
the return distributions between IPOs and seasoned indicate the lottery nature of the early IPO market.
stocks. In Exhibit 15, Panel A, IPO monthly return However, caution should be taken against overgeneral-
izing, as the IPO extreme return multiples drastically
dropped off just a few years out of the gate.
Exhibit 9 Collectively speaking, we have found stellar and
Event-Time Equal-Weighted CARs emerging evidence for the first time that IPOs have
excess returns after the second year—which challenges
the widely held idea that IPO returns are negative. More
specifically, IPOs, as a group, reverse their first two-
year stock return losses into gains in the following three
years. For the five years after going public, IPOs have
mildly outperformed their benchmarks. The reversal of
IPO returns is consistent with many hypotheses we pos-
ited. It may simply be a result of the information asym-
metry created during the IPO process finally dissipating
over time. It is also consistent with the argument that
the early loss in public shares is the one-time “price” the
private owners pay, in the form of public scrutiny, to get
access to public capital markets. As a result, the capital

Exhibit 10
Event-Time “Third-Year Returns” in Subperiods

Note: *** and ** represent the 1% and 5% significance levels.

146    IPOs: The Third Year On Summer 2017


and liquidity enable the young firms to grow at higher value on the option to go private, which helps explain
rates and produce positive excess stock returns. why the IPO stocks start turning around “later” in
A more elegant explanation is that the reversal of the game.
IPO returns is also consistent with the notion that the Similarly, our finding is consistent with the notion
decision to initiate IPOs, or go public, is the exercise of that the likelihood of going private can be predicted
the call option on the private value of the firm. Imme- at the point of the IPOs. Bharath and Dittmar [2010],
diately after the IPOs, the option to go public is replaced using a number of factors that were available at the
with an option to go private. The going-private option time of IPOs, were able to predict over 80% of the
is valued near zero, just because the likelihood of going future going-private decisions. On average, more than
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private right after going public is near zero by definition. two-thirds of the IPOs that eventually go private will do
However, a fundamentally outperforming young firm so before the 13th year of their public life. It is reasonable
with stock market undervaluation will create positive to assume that the first two-year underperformance has

Exhibit 11
Calendar-Time Post-IPO Annual Returns

Notes: T-statistics in the parentheses; *** and ** represent the 1% and 5% significance levels.

Exhibit 12
Calendar-Time “Third-Year Returns” in Subperiods

Note: *** and ** represent the 1% and 5% significance levels.

Summer 2017 The Journal of Portfolio M anagement    147


Exhibit 13 Exhibit 14
Calendar-Time Equal-Weighted CARs Calendar-Time Buy-and-Hold CARs
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been a result of the low probability that the majority of OVERSTATING RISK RETURNS
the new IPOs will go private.
The less-pronounced negative excess return per-
formance in the first two years could also be explained
UNDERSTATING INDUSTRY EFFECT
by the different risk-adjusted procedures used. Most pre-
Our evidence may appear to be at odds with the vious studies elected to use a matching risk factor sample
majority of the previous findings that there is a long- to compare with the IPO sample. That is, each IPO stock
term post-IPO underperformance (Exhibit 2). Because was assigned and compared with one of the 25 Fama and
the difference could be academic, it warrants some MacBeth [1973] value/growth and large/small portfo-
academic discussions: First, as many previous studies lios. The expected or risk-adjusted returns were esti-
illustrate, as well as Exhibits 7 and 11, the conclusion mated using the ex ante systematic risk profile of IPOs.
can be very sensitive to the sample and the specific As shown in Exhibit 6, the ex post risk factors of early
time period used in each study. The common reason IPO years are 10%–50% significantly lower than in the
cited is that the IPOs, concentrating in one industry, later years. This, in turn, implies that the matching risk
tend to cluster one industry at a time. This clustering is procedure would have overestimated the risk-adjusted
also a result of issuers timing the issuances at the peak returns, or underestimated the excess returns.
of the seasoned stock performance. Because there is a An additional confirmation is that Ritter [2011]
documented industry effect, it is reasonable to expect found that the equal-weighted returns for the IPOs
that there is a horde of new issuances from a similar were -4.8% for the first year, -8.1% through the second
industry near the peak of industry performance. Fol- year, and -3.3% through the first five years. In his own cal-
lowing through with the same argument, we would culations, Ritter shows that the excess return between Year
also expect that the subsequent industry reversion alone 3 and Year 5 should be around +4.8%, which is remarkably
will produce the post IPOs’ underperformance, if the close to the same order of our estimates. We are pleased to
industry effect is not accounted for in the risk model. In see that Ritter—who has an almost 30-year career as the
almost all of the previous studies, the industry effect was leading authority on IPOs—said the following:
not accounted for in the risk model. Not surprisingly,
when Gompers and Lerner [2003] included an industry I have expressed support for the view that there
factor in the risk model, the negative excess returns dis- is little evidence that IPOs underperform in the
appeared. Our study, covering the entire 90-year IPO long run relative to other companies with sim-
universe, is not a concentrated industry sample. Thus, ilar characteristics, except for the sunsets of small
the result is less affected by this bias. companies (Ritter [2011, p. 28]).

148    IPOs: The Third Year On Summer 2017


Exhibit 15
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In addition, the more encouraging message from than the otherwise private shares. This line of reasoning
our results is that there appears to be no inefficiency in would suggest that a positive stock return resulting from
the IPO market as is often implied in previous studies. such a branding effect should follow the IPO.
Many sensible arguments are offered to explain the During a typical life cycle, businesses raise capital
IPOs’ persistent initial underperformance and subse- first from friends and families, followed by venture
quent rebounds, which result in a reasonably muted capital, private equity, public equity, and back to pri-
mispricing over the entire five-year period; this is not vate equity, in that order. An IPO should be no more
considered a prolonged time interval to value the effi- than a funding or liquidity event, subject to market con-
ciency of an asset class. Even for the most aggressive ditions, just like any other seasoned issuances. In that
investors, investing in the first two-year IPO market, sense, IPOs’ underperformance due to the dilution after
with an expected 7% annual excess return but 200 times the IPOs’ issuances are understandable. Moreover, the
the top 1% IPO performance relative to the benchmark, impact of funding events should be temporary—and
should be fundamentally synonymous with playing a it should be reversed after two years. This long-term
high-stakes lottery—a paradigm that jives with previous investment prospect for IPOs is our most significant
research on IPO negative returns. finding.
Although the initial returns on IPOs appear disap-
A BRANDING EVENT OR A FUNDING EVENT pointing with underperformance around -5% for the
first two years, one may consider it an entrance ticket
Rational owners make calculated decisions at all price for private owners to “pay to play” in the public
times to increase their public or private share values. capital market, which some widely regard as a lottery.
Such decisions are invariably linked to the timing of However, the more interesting finding is that IPOs were
changing the form of business—that is, the timing to able to recoup more than their previously realized losses
go public (private). Therefore, the initiation of an IPO from the third year on. On average, IPO stocks outper-
symbolically declares the rite of passage for a young firm formed their counterparts by 5% a year from the third
gaining access to public capital markets or, more impor- year on and, in total, by a modest +6% excess return
tantly, signals that public shares will be worth more over the entire five-year period.

Summer 2017 The Journal of Portfolio M anagement    149


ENDNOTES Amihud, Y., and H. Mendelson. “Liquidity and Asset Prices:
Financial Management Implications.” Financial Management,
The authors thank the Business Foundation at Stetson Vol. 17, No. 1 (1988), pp. 5-15.
University for its financial support. The research assistance
from Gonzalo Baudet and Christopher Landers is acknowl- Bharath, S.T., and A. Dittmar. “Why Do Firms Use Pri-
edged. The usual disclaimers apply. vate Equity to Opt Out of Public Markets?” The Review of
1
Ljungqvist [2007] provided a comprehensive review Financial Studies, Vol. 23, No. 1 (2010), pp. 1771-1818.
on the underpricing discount.
2
Ritter and Welch [2002] were somewhat surprised that Boot, A.W.A., R. Gopalan, and A. Thakor. “The Entrepre-
the anomaly still existed after Ritter’s [1991] published study. neur’s Choice between Private and Public Ownership.” The
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It is illegal to make unauthorized copies of this article, forward to an unauthorized user or to post electronically without Publisher permission.

Later it became the basis for Gompers and Lerner’s [2003] Journal of Finance, Vol. 61, No. 2 (2006), pp. 803-836.
study on a pre-NASD sample, and they concluded the same
result of underperformance. Booth, J.R., and L. Chua. “Ownership Dispersion, Costly
3
Underwriters usually insist on lockup agreements Information, and IPO Underpricing.” Journal of Financial
when managing IPOs. These agreements prevent corporate Economics, Vol. 41, No. 2 (1996), pp. 291-310.
insiders from selling their private stock for a set period fol-
lowing the IPO. The lockup period can vary, but is normally Brau, J.C., and S. Fawcett. “Initial Public Offerings: An Anal-
180 days. During this time, owners of private stock must hold ysis of Theory and Practice.” The Journal of Finance, Vol. 61,
onto their shares. Some states require lockup agreements, No. 1 (2006), pp. 399-436.
and the SEC mandates that the issuer publicly disclose the
terms of the lockup agreement. After the lockup period ends, Brau, J.C., B. Francis, and N. Kohers. “The Choice of IPO
corporate insiders can sell their shares to the public. versus Takeover.” The Journal of Business, Vol. 76, No. 4
4
Bharath and Dittmar [2010] did a comprehensive review (2003), pp. 583-612.
of theories about why firms go public. As there are no theories
of going private, they have reverse engineered a framework Brav, A., C. Geczy, and P. Gompers. “Is the Abnormal Return
from the going public models to predict firm’s going private. Following Equity Issuances Anomalous?” Journal of Financial
5
Purnanandam and Swaminathan [2004] argue a higher Economics, Vol. 56, No. 2 (2000), pp. 209-249.
future growth prospect to support the relative values between
public versus private shares. Brealey, R., H. Leland, and D. Pyle. “Information Asym-
6
For the 50-year period between 1965 and 2014, metries, Financial Structure, Financial Intermediation.” The
Berkshire has returned 1,826,163% to its shareholders, an Journal of Finance, Vol. 32, No. 2 (1977), pp. 371-387.
annual return of 21.6%, compared with the 9.9% S&P 500
total return (2016 Berkshire’s Shareholder Meeting). Buffett, W.E. BerkShire’s Shareholders Meeting, 2016.
7
The JOBS Act allows banks to publish research on an
IPO they are working on the day of the IPO or even ear- ——. BerkShire’s Annual Report. Letters to Shareholders,
lier. But banks, fearful of legal actions, wait exactly 25 days Berkshire Hathaway Inc., 2014. www.berkshirehathaway
before publishing. .com /Spec i a l L et ter s / W E B % 2 0 pa st % 2 0 pre sent % 2 0
8
Although, the calendar-time portfolio is more imple- future%202014.pdf.
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