The 15-day debate and the value of early release of information: Evidence from 10-K filings

We analyze the impact of enforcing a 60-day 10-K deadline on large accelerator filers (LAFs) relative to enforcing a 75-day deadline on accelerator filers (AFs) from 2006 to 2015. Using a regression discontinuity design, we find that LAFs are more likely to issue restatements after the 2006 SEC filing acceleration (“regulation”) has been introduced. The regulation causes LAFs to have lower information asymmetry, which is consistent with our finding that LAFs’ Internet search traffic for filings is lower. Overall, the market does not react stronger toward LAFs’ 10-K filings even though their 10-K filings are more timely. An unintended consequence of the regulation is an increase in filings by other firms during LAFs’ 10-K filing dates, which reduces investors overall attention toward these filings.     

The new Form 8-K disclosures

The Securities and Exchange Commission (SEC) has mandated new disclosure requirements in Form 8-K, which became effective on August 23, 2004. The SEC expanded the list of items that have to be reported and accelerated the timeliness of these reports. This study examines the market reactions to 8-Ks filed under the new SEC regime and investigates whether periodic reports (10-K/Qs) became less informative under the new 8-K disclosure rules. We observe that the newly required 8-K items constitute over half of all filings and that most firms disclose the required items within the new shortened period (four business days). We find that all disclosed items (old and new) are associated with abnormal volume and return volatility around both the event and the SEC filing dates, and some items have significant return drifts after the SEC filings. Surprisingly, we find that the information content of periodic reports has not diminished by the more expansive and timely 8-K disclosures under the new guidance, possibly indicating that investors may use periodic filings to interpret the effects of material events that had been disclosed earlier.     

Do short sellers anticipate late filings?

Exploiting the setting of firms that are unable to disclose timely financial reports and thus must file with the U.S. Securities and Exchange Commission (SEC) the NT 10-K (Q) report, this study examines whether short sellers target firms with financial reporting weaknesses. We find that short interest increases in firms prior to the NT 10-K (Q) filing, suggesting that short sellers identify and target firms that cannot file their financial reports in a timely manner. Short selling is positively significantly related to subsequent late filing status, and is more pronounced in late filers with high newswire activity and with accelerated filing deadlines. Short selling of late filing firms is significantly negatively related to subsequent performance thereby suggesting that short sellers' trades pertinent to late filers are profitable. Overall, the results underscore a high information processing ability of short sellers in the setting of firms that exhibit financial reporting deficiencies.     

Financial reporting complexity and investor underreaction to 10-K information

We study the immediate and delayed market reaction to U.S. Securities and Exchange Commission (SEC) EDGAR 10-K filings. Unusual trading volumes and stock-price movements are documented during the days around the 10-K filing dates. The abnormal price movements are positively associated with future accounting profitability, indicating that 10-K reports contain useful information about future firm performance. In addition, investors’ reaction to 10-K information seems sluggish, as demonstrated by the stock-price drift during the 12-month period after 10-K filing. We find that investors’ underreaction tends to be stronger for firms with more complex 10-K reports.     

Factors associated with price reactions and analysts’ forecast revisions around SEC filings

We investigate the extent to which rapid accessibility of financial reports filed electronically through the Securities and Exchange Commission’s EDGAR system has affected the ability of investors and security analysts to use accounting data in pricing decisions and forecasting. Consistent with prior research, we find evidence confirming that stock price reactions to SEC filings are significant in the EDGAR period but not the pre-EDGAR period. We also find significant revisions in analysts’ one-quarter-ahead earnings forecasts around SEC filings dates in both the pre-EDGAR and EDGAR periods. The price and forecast revision evidence indicates that financial analysts have used SEC filings all along. However, it is the advent of EDGAR that has allowed individual investors to also use 10-K and 10-Q filings. Cross-sectional analyses indicate that in the EDGAR period, trading volume around the preceding earnings announcements may influence individual investors to react to SEC filings. In contrast, variables such as the earnings surprise and the level of total accruals attract the attention of financial analysts. Interestingly, analysts appear to have been less likely in the pre-EDGAR period to bear the cost of searching out each SEC filing to identify those with large total accruals, which are known only after examining the SEC filing itself.     

Late for a very important date: financial reporting and audit implications of late 10-K filings

Delays in financial reports often reflect issues related to period-end accounting and audit processes. We investigate the impact of filing delays in connection with auditor characteristics on the quality of financial statements in a sample of firms that filed Form 10-K after the statutory due date. We find that late filing firms are associated with lower financial reporting quality compared to timely filing firms matched by propensity scores, where financial reporting quality is measured by the absolute value of performance-matched discretionary accruals and the probability of a late filing being restated in subsequent periods. Furthermore, we demonstrate that the adverse consequences of late filings can be largely mitigated by having a Big 4 auditor. The differential audit quality stems primarily from Big 4 auditors in large offices and is more pronounced when an auditor may need to draw on additional resources in a limited period.     

The effect of EDGAR on the market reaction to 10-K filings

This paper examines the impact of making accounting information available on the Internet simultaneously and almost costlessly to all market participants. More specifically, we examine if filing form 10-K on EDGAR has any effect on the information dissemination process when compared to the traditional method of filing. We examine a random sample of firms that file on EDGAR for the first time and compare the market response to their 10-K filing to that of the previous year's filing which was not on EDGAR. Consistent with the preexisting literature, we do not find a market reaction to the pre-EDGAR filing. In contrast, we find both a price and volume reaction to 10-K's filed on EDGAR. We perform a variety of univariate and multivariate tests to ensure that our results are not driven by other factors, i.e., firm characteristics and timing of 10-K filings. Overall, we find evidence that the market reacts more significantly to 10-K's filed on EDGAR. In our multivariate tests we also examine whether the EDGAR effect is more important for certain types of firms. Consistent with our expectations, we find the EDGAR effect is smaller for faster growing firms for which we believe there are more non-EDGAR sources of information. Finally, we document that, on average, 10-K's filed on EDGAR are filed earlier than 10-K's filed under traditional methods.     

Did accelerated filing requirements and SOX Section?404 affect the timeliness of 10-K filings?

This paper examines the effect of Sarbanes-Oxley provisions on 10-K filing delays. We find that tightened filing deadlines for accelerated and large accelerated filers are not associated with changes in the incidence of late filing. While Section 404 compliance does not affect filing timeliness for firms with effective internal controls, we find that about half the firms disclosing internal control weaknesses are late filers. As a consequence, many Section 404 material weakness firms experience negative abnormal returns around late filing notifications before filing the 10-K. Lastly, we find that market reactions to late filing notifications are more negative when management provides no meaningful explanation for the delay, consistent with managers’ incentives to withhold bad news.     

Does one size fit all? Evidence on XBRL adoption and 10-K filing lag

This paper examines how XBRL adoption is associated with 10-K filing timeliness. Using a sample of 10-K filings from 2007 to 2016, we find that 10-K filing lag decreases for Tier 1, Tier 2 and Tier 3 accelerated filers following the XBRL mandate. For Tier 3 smaller reporting companies, however, filing lag increases significantly in the post-XBRL period. Results from a difference-in-differences specification as well as using an alternative measure of filing timeliness produce similar inferences. We then investigate factors associated with the delay. We find that 10-K filing lag increases with XBRL filing complexity, whereas the deployment of a more experienced service provider can mitigate the lag. Overall, this study provides evidence that XBRL mandate improves preparer efficiency for most firms; however, our finding that the effect for smaller reporting companies goes in the opposite direction leads to the question whether XBRL can be viewed as a one-size-fits-all solution to financial reporting.     

The effect of bidder conservatism on M&A decisions: Text-based evidence from US 10-K filings

This paper examines whether and how bidders' conservative tone in 10-K filings influences the subsequent mergers and acquisitions (M&A) investment decisions of these US firms from 1996 to 2013. Based on 39,260 firm-year observations, we find, consistent with behavioural consistency theory, that conservative bidders are less likely to engage in M&A deals. Further, those that decide to engage in M&As are likely to acquire public targets and within-industry firms. These bidders are inclined to employ more stock acquisitions than cash acquisitions. Our results also indicate that conservative bidders experience abnormally poor stock returns around the announcements of M&A investments. This provides new insights on the mechanism through which bidders' sentiments influence shareholders' wealth. Overall, these findings highlight the implications of the textual sentiment of corporate disclosure for the forecasting of corporate investment and financing decisions. Our results have practical implications, since they shed light on the value relevance of the information content of major Securities Exchange Commission (SEC)-mandated 10-K filings.     

Strategic Subsidiary Disclosure

Although subsidiary disclosures in firms’ filings with the Securities and Exchanges Commission (SEC; Exhibit 21) represent the most granular required public disclosure of a firm's geographic footprint, little is understood about the quality of the disclosure, and anecdotal evidence suggests firms may not fully comply with the disclosure requirements. We use data provided by multinational firms to the Internal Revenue Service regarding their foreign subsidiary locations to explore the accuracy of public subsidiary disclosures on Exhibit 21 of Form 10-K per SEC rules. The overall incidence of nondisclosure is low, suggesting that most firms comply with Exhibit 21 disclosure rules, and that for most applications, Exhibit 21 disclosures provide a reasonable proxy for locations of significant subsidiaries. Nevertheless, there is some evidence of nondisclosure, particularly when subsidiaries are in tax havens, when the firm is more highly scrutinized in the media, or when the firm has other characteristics consistent with low-quality disclosures such as SEC comment letters.     

Management’s tone change, post earnings announcement drift and accruals

This study explores whether the management discussion and analysis (MD&A) section of Forms 10-Q and 10-K has incremental information content beyond financial measures such as earnings surprises and accruals. It uses a classification scheme of words into positive and negative categories to measure the tone change in the MD&A section relative to prior periodic SEC filings. Our results indicate that short window market reactions around the SEC filing are significantly associated with the tone change of the MD&A section, even after controlling for accruals and earnings surprises. We show that management’s tone change adds significantly to portfolio drift returns in the window of 2 days after the SEC filing date through 1 day after the subsequent quarter’s preliminary earnings announcement, beyond financial information conveyed by accruals and earnings surprises. The drift returns are affected by the ability of the tone change signals to help predict the subsequent quarter’s earnings surprise but cannot be completely attributed to this ability. We also find that the incremental information of management’s tone change depends on the strength of the firm’s information environment.     

Got Information? Investor Response to Form 10-K and Form 10-Q EDGAR Filings

This study examines the investor response to Form 10-K and 10-Q reports filed between 1996 and 2001. The samples comprise essentially the entire body of EDGAR filings, including the small business (SB) versions of each filing type. The study documents that the absolute value of excess return is reliably greater on the day of and on the one or two days immediately following the filing date. The response is stronger around a 10-K date than a 10-Q date, more elevated for delayed filers, and increases significantly over the study period for both filing types. A regression analysis indicates that differences in response due to filing delay and year of filing are not subsumed by other attributes of the information environment, such as changes in industry composition, day of week, market capitalization, and shares held by institutions.     

Do stock prices reflect undisclosed financial statement information? Evidence from the OTCBB

I exploit a regulatory change that mandated that Over-the-Counter Bulletin Board (OTCBB) firms must comply with the reporting requirements of the 1934 Securities Exchange Act. I use this change to examine the association between equity values and financial statement data in voluntary and mandatory disclosure environments. Before the change, disclosure of financial statement information was voluntary for most of these firms. I study firms that initiate SEC filing after the change and classify them as disclosing and nondisclosing based on whether they voluntarily disclosed financial statement information before the regulatory change. In these firms’ initial SEC filings after the eligibility rule, they retroactively disclose financial statement information for the year prior to compliance with the rule. Thus I can observe previously withheld financial data. I find that the choice to voluntarily disclose is negatively associated with firm characteristics related to proprietary costs and with situations in which accounting information plays a less important role in resolving information asymmetry. For nondisclosing firms, I find evidence that equity values reflect financial statement data, even though this information was not publicly available, and that compliance with mandatory SEC disclosure requirements strengthens this association. For disclosing firms, I find evidence that suggests investors viewed their voluntary disclosure of financial statement data as credible and fail to find evidence that compliance with mandatory reporting requirements enhances this association.     

What Are You Saying? Using topic to Detect Financial Misreporting

We use a machine learning technique to assess whether the thematic content of financial statement disclosures (labeled topic) is incrementally informative in predicting intentional misreporting. Using a Bayesian topic modeling algorithm, we determine and empirically quantify the topic content of a large collection of 10-K narratives spanning 1994 to 2012. We find that the algorithm produces a valid set of semantically meaningful topics that predict financial misreporting, based on samples of Securities and Exchange Commission (SEC) enforcement actions (Accounting and Auditing Enforcement Releases [AAERs]) and irregularities identified from financial restatements and 10-K filing amendments. Our out-of-sample tests indicate that topic significantly improves the detection of financial misreporting by as much as 59% when added to models based on commonly used financial and textual style variables. Furthermore, models that incorporate topic significantly outperform traditional models when detecting serious revenue recognition and core expense errors. Taken together, our results suggest that the topics discussed in annual report filings and the attention devoted to each topic are useful signals in detecting financial misreporting.     

The usefulness to individual and institutional investors of annual earnings announcements and SEC filings by non-U.S. companies

This study examines the information contained in annual earnings announcements and SEC filings by non-U.S. and non-Canadian companies listed on either the New York or American Stock Exchange. We extend previous research in this area by employing intraday trading data, which allows us to assess the relative informativeness of the earnings announcements and SEC filings across different classes of investors. In addition, analyzing trading data is advantageous in that abnormal trading volume on a U.S. exchange can reasonably be attributed to the usefulness of the information to U.S. traders. The results suggest that annual earnings announcements of non-U.S. companies provide information to both institutional and individual investors, as indicated by the abnormal trading activity surrounding this event, but the value of the information is greater and the time required to process the information is less for institutional investors. With respect to the SEC annual filings, abnormal trading activity was not detected surrounding the filing dates for the entire sample period (1983–1992) for either institutional or individual investors. We do, however, document some evidence that the information content of the 20-F has increased in post-1988 filings, which corresponds with a dramatic rise in the market value of non-U.S. equity securities listed in the U.S. market.     

Do material weaknesses in information technology-related internal controls affect firms' 8-K filing timeliness and compliance?

Form 8-K reporting represents a different (and relatively unknown) information environment than annual 10-K filings. The current study takes advantage of a unique, comprehensive sample of 118,863 8-K filing event observations to investigate the association between firms' Form 8-K reporting timeliness/compliance with required reporting deadlines and their internal control weaknesses. In addition, the study investigates the association between firms' 8-K reporting and their information technology (IT) related internal control weaknesses. Overall, we find strong and robust evidence of a negative relation between the likelihood of the firm reporting a material internal control weakness and the timeliness and compliance of the firms' 8-K filings. We also find distinguishing effects of weaknesses involving IT-related controls. Given recent interest in IT-related controls and far-reaching reforms with stated objectives of improving disclosure timeliness, increasing the quality of internal controls and improving the quality of accounting information, we believe our results provide insights to accounting information systems academics, regulators, accounting standard setters and other interested observers.     

Differences in the information environment prior to seasoned equity offerings under relaxed disclosure regulation

The SEC promulgated the Securities Offering Reform (SOR) in 2005 to ease disclosure restrictions prior to seasoned equity offerings (SEOs). The SEC argued that SOR would improve the information environment, but critics claimed it would allow firms to hype their stock. This paper is the first to examine the information environment at the time of capital formation under SOR. We find more frequent and accurate management earnings forecasts, more 8-K filings, greater absolute market-adjusted returns, and more positive stock returns leading up to the SEO issue date indicating a richer pre-SEO information environment with capital formation benefits after SOR.     

Decision Usefulness and Accelerated Filing Deadlines

In this study we examine the impact of the Securities and Exchange Commission's (SEC) decision to accelerate the filing of 10‐Ks. The SEC argued that the accelerated deadline would increase the relevance of the disclosures, making the reports more useful. Opponents countered that the accelerated deadline would decrease the representational faithfulness of the disclosures, especially for smaller firms. We document a significant decrease in the 10‐K market reaction for smaller firms as they accelerate from 90 to 75 days. For larger firms we find no significant change in the market reaction from 90 to 75 days. However, as these larger firms accelerate their 10‐K deadline to 60 days, we find a significant increase in the market reaction. We also examine changes in reporting quality, shifts in information content, and changes in 10‐K filing order and clustering and find results that are consistent with accelerated filing having significant impacts on representational faithfulness and relevance.     

Less timely earnings announcements and voluntary disclosure

The release of earnings information has become less timely in recent years partly because firms increasingly disclose earnings concurrently with their periodic reports (e.g., 10-Ks, 10-Qs). We examine whether firms use voluntary disclosure to mitigate the negative economic consequences of less timely earnings announcements (EAs). We find that firms with less timely EAs are more likely to provide voluntary 8-K filings over the period leading to the EA. We also find that investors’ demand for timely information, the nature of earnings news and litigation risk affect the extent to which firms provide voluntary disclosure to compensate for less timely EAs. The negative effect of less timely EAs on information asymmetry is attenuated when firms provide voluntary 8-K filings prior to EAs. Overall, our findings suggest that firms voluntarily communicate with investors using voluntary disclosure when their EAs are less timely.