Material weakness disclosures and restatement announcements: The joint and order effects

We examine differences in stock price, option volatility, and litigation reactions to restatement announcements that are associated with a material weakness (MW) disclosure. Contrasted with restatements that are not associated with any MW disclosure, our analyses reveal that firms that announce both a restatement and an associated MW experience significantly more negative market returns, greater implied volatility, and higher likelihood of class action lawsuits. Separating the restatements into timely reporters, where the MW precedes the restatement, and non‐timely reporters, where the MW is concurrent with or follows the restatement, we find that timely reporters experience more negative returns at the time of the restatement, relative to non‐timely reporters, suggesting that investors perceive the early MW disclosure to signal more pervasive control‐related problems. Interestingly, we find that timely and non‐timely reporters are equally likely to be sued, consistent with the argument that wrongdoing (through either a timely or non‐timely MW disclosure) provides stronger grounds for establishing scienter. However, timely reporters appear to secure more favorable litigation outcomes: they face higher likelihood of lawsuit dismissals and pay much lower settlements, compared to non‐timely reporters. Overall, our evidence provides new insights into how market participants incorporate information about internal control weaknesses into their perceptions regarding the economic implications of financial restatements, and financial reporting quality.     

An investigation of SEC “Speech GAAP”

This study investigates the financial reporting regulation effects of the Securities and Exchange Commission (SEC) staff comments made during the American Institute of Certified Public Accountants (AICPA) Annual Current SEC & Public Company Oversight Board (PCAOB) Developments Conference in Washington, D.C. (SEC Conference). At this conference, the SEC staff communicates its preferences about areas where it believes companies are misapplying GAAP (Generally Accepted Accounting Principles). We call this communication SEC Speech GAAP. One outcome of the SEC Conference may be that companies re-evaluate their previous financial reporting by restating their financial statements. We find, first, that firms with restatement issues similar to those covered at the SEC Conference experience a decrease in the association between earnings and future cash flows after the restatement. Second, we find little market reaction to the disclosure of restatements related to SEC Conference issues, but the disclosure of non-conference related restatement issues has a significantly negative affect on investors’ valuation decisions. Our findings suggest that SEC Speech GAAP is associated with financial statements that are less informative to investors and investors find the valuation consequences of restatements prompted by SEC Speech GAAP to be less important than the valuation consequences for restatements prompted for other reasons.     

The Timeliness of Restatement Disclosures and Financial Reporting Credibility

This study investigates whether prompt discovery and disclosure of earnings restatements is associated with greater post‐restatement financial reporting credibility. We measure the timeliness of restatement detection by the length of time between the end of the misstated period and the subsequent restatement announcement. We document that shorter detection periods are significantly associated with high‐quality corporate governance characteristics and executive and/or auditor turnover, but not with characteristics of restatements. We also find that firms with shorter detection periods exhibit a more moderate decline in the information content of earnings following restatement announcements relative to firms with longer detection periods, and that detection period length has an incremental effect on the information content of earnings relative to executive and/or auditor turnover alone. In addition, we find that restatement disclosures are more timely following the implementation of the SOX‐era reforms, and that only firms with shorter detection periods experience more moderate post‐restatement declines in the information content of earnings following the implementation of the SOX‐era reforms. The results from this study suggest that the timeliness of restatement detection and disclosure is associated with greater financial reporting credibility following restatements.     

Financial Restatements, Cost of Debt and Information Spillover: Evidence From the Secondary Loan Market

Abstract:  In this paper, we investigate the effect of financial restatements on the debt market. Specifically, we focus on the secondary loan market, which has become one of the largest capital markets in the US, and ask the following: (1) whether financial restatements increase restating firm's cost of debt financing and (2) whether the information about restatements arrives at the secondary loan market earlier than at the stock market? Using 176 restatement data, we find significant negative abnormal loan returns and increased bid-ask spreads around restatement announcements. Furthermore, this negative loan market reaction is more pronounced when the restatement is initiated by either the SEC or auditors, and when the primary reason for restatement is related to revenue recognition issues. Additionally, we find restatement information arrives at the secondary loan market earlier than at the equity market, and that such private information quickly flows into the equity market. We also show that stock prices begin to decline approximately 30 days prior to the restatement announcements for firms with traded loans. However, we do not find such informational leakage for firms without traded loans. Collectively, the results of this paper suggest: (1) increased cost of debt financing after restatements and (2) superior informational efficiency of the secondary loan market to the stock market.     

重要性判断与会计信息披露——来自隐晦重述的证据

重要性是会计中的基础问题,是证券市场信息披露筛选过滤的门槛,重要性原则的不确定使得重要性概念极易被利用和操纵.然而,国内现有研究却鲜有关于重要性应用的经验证据.为此,本文以隐晦重述为研究对象,从财务报告披露环节的策略选择问题入手,揭示重要性判断在实务中的具体应用.研究发现:重要性门槛的不确定给公司战略性披露信息提供了机会,重述越重要,公司越倾向于隐晦披露,好的公司治理有助于改善重要性程度对隐晦重述的影响,提高信息披露的透明度.     

The CDS market reaction to restatement announcements

I investigate the credit market's reaction to restatement announcements through changes in credit default swap (CDS) spreads. I document an overall positive association between CDS returns and restatement announcements. Specifically, I find that more positive CDS returns are associated with restatements (1) involving fraud and (2) affecting more accounts. Moreover, these reactions are sensitive to the underlying entities’ credit ratings and the market‐wide investor sentiment. Next, I compare CDS and stock market reactions and find that more negative stock returns are associated with restatements (1) involving fraud and (2) decreasing reported income.     

盈余重述的市场反应及其影响因素研究——基于我国2004-2010年数据的经验分析

本文以2004-2010年盈余重述为样本,检验了我国盈余重述的市场反应及其影响因素。根据重述披露的时点选择特征,首次提出聚合重述和分离重述概念。研究发现,年报的利好消息或非利好消息对盈余重述负面影响的"抵减效应"或"加剧效应"都十分显著;剔除年报影响的分离重述的市场反应显著为-3%。研究还发现,相对于被动重述,主动重述被认为是"主动说真话"的表现,具有"坦白从宽"的效果;重述追溯调整的幅度、公司盈利能力、财务风险和债务水平,都会显著影响重述公告时的市场反应程度。     

Do post-restatement firms care about financial credibility? Evidence from the pre- and post-SOX eras

This study examines whether negative-market-reaction firms in the year following restatement announcements adopt more conservative financial reporting to respond to their financial reporting credibility crisis, especially in the post-SOX era. Using Basu’s (1997) measure of conservatism, we find that negative-market-reaction firms in the year following restatement announcements report their financial statements more conservatively in the post-SOX era, as the market reaction following restatement announcements becomes more severe. We also find that as the negative market restatement reaction becomes more severe, negative-market-reaction firms using a Big N auditor in the year following financial restatements report their financial statements more conservatively in the post-SOX era.     

Information asymmetry and accounting restatement: NYSE-AMEX and NASDAQ evidence

We examine the impact of accounting restatement announcement on firms’ value and information asymmetry for both auction market (NYSE-AMEX) and dealer market (NASDAQ) using a public sample of restatement announcements from 1997 to 2005. In both markets, we document economically and significantly negative mean cumulative abnormal returns around the announcement dates. The restatements attributed to auditors are associated with more negative returns than those attributed to management and the SEC. However, there is no significant difference between market reactions arising from the core and non-core restatements. We also find a significant increase in volume, number of transactions, average order size, volatility, and various measures of spreads after the restatement announcement indicating that restatement announcements diminish company prospects and contribute to increased uncertainty and information asymmetry. Finally, we find that the information asymmetry in the NASDAQ market around the event date is less pronounced than in the NYSE-AMEX market.     

The effect of restatements on analyst behavior

This paper examines how changes in the credibility of financial reporting affect analyst behavior. Using a sample of restatement firms experiencing a substantial change in credibility over 1997–2006, we document that restatements have a long‐lived effect on analyst behavior and that analysts differentiate between restatements caused by irregularities and those caused by errors. We find that while irregularity restatement firms exhibit a reduction in analyst coverage and forecast accuracy and an increase in forecast dispersion in the post‐restatement period, other restatement firms exhibit only an increase in forecast error. Finally, we find evidence to suggest that remedial actions reduce the effect of irregularity restatements on analyst behavior. Overall, these results are consistent with the notion that restatements affect analyst behavior in forming judgements regarding subsequent earnings announcements.     

Understanding the Restatement Process

Much research examines investors' reactions to restatements and the effects of restatements on chief executive officer (CEO), chief financial officer (CFO), and auditor turnover; however, little research explores the process of restating financial reports. In this study, we investigate the process of issuing a restatement. We specifically focus on the interactions among the parties involved (e.g., CFO, board, audit committee, audit partner, and regulators) in determining and ultimately resolving a restatement, as well as the impact of the restatement on the relationships among these parties. We investigate the restatement process via semi‐structured interviews. We immersed ourselves in the restatement process by interviewing all parties typically involved, such as CFOs, auditors, and regulators. Given the findings in the auditor–client management negotiation area, which suggest that negotiation of accounting treatment and disclosure is frequent, our findings indicate that negotiations and/or difficult discussions take place among the parties involved when determining whether a restatement is necessary as well as in achieving the ultimate restatement outcome. Our findings (based on a small sample) suggest that the restatement process may influence or be influenced by such factors as the nature of the misstatement, the party that identified the misstatement, the reaction of the various parties to the misstatement, disagreement among the parties on whether to restate, communication with the regulator, the press release, client size, the personality of the CFO, audit committee strength, and the relationships among the parties subsequent to the restatement.     

The effects of accounting restatements on firm growth

Do restatements result in lower firm growth? One argument in support of this contention is that accounting restatements hurt contracting relations between the firm and outside parties such as a firm’s customers and suppliers, negatively impacting firm cash flows. The negative impact on cash flow reduces the level of internal cash holdings available for investment. Another argument is that restatements dampen firm growth by increasing the firm’s cost of external financing. We empirically evaluate these arguments by using the standard sales growth based financial planning model. In carrying out our analysis, we distinguish the effects of restatement on overall firm growth as well as its components of internally and externally financed growth. Our findings suggest that overall firm growth rates decline following a restatement. Furthermore, we find that accounting restatements have a greater adverse impact on externally financed growth rates. We also find that not all restatements yield identical effects: the impact of restatements is more pronounced for the subsample of firms identified to have undertaken the more egregious fraudulent reporting than the subsample of firms that reported restatements to correct previous accounting errors. We also find that firms with severe restatements, measured based on announcement period market reactions, have lower externally financed growth. Overall, our evidence highlights the adverse impact of restatement on firm growth, particularly through external financing.     

Audit firm tenure and financial restatements: An analysis of industry specialization and fee effects

This study investigates the relation between audit firm tenure and clients’ financial restatements. Specifically, we extend the audit tenure literature by assessing restatement-based reporting failures using dimensions of auditor expertise and independence previously assumed to underlie short and long audit tenure problems. Short tenure expertise and independence effects are hypothesized using audit firm industry specialization and audit fees as proxies. Long tenure independence effects are hypothesized using nonaudit fees as a proxy. Using matched-sample logistic regression and 382 companies with and without financial restatements during 2000–2004, the results support prior findings by indicating a negative relation between the length of the auditor–client relationship and the likelihood of restatement. For short tenure engagements, we find that auditor industry specialization and audit fees are negatively related to the likelihood of restatement. This result is consistent with concerns about reduced audit quality due to a lack of client-specific knowledge and low audit fees on new audit engagements. Alternatively, the long tenure results indicate an insignificant relation between nonaudit fees and the likelihood of restatement. This finding contradicts independence concerns about nonaudit fees paid to entrenched auditors.     

财务重述与上市公司外部审计选择研究——来自中国A股市场的经验数据

本文以2001年至2009年的A股上市公司为样本,从市场角度研究财务重述与市场选择的关系。研究表明,业绩优秀的上市公司变更事务所和注册会计师会显著降低财务重述的概率,但业绩差的上市公司变更事务所和注册会计师会显著增加财务重述的概率;选择＂四大＂能显著降低财务重述的概率;但支付高的审计费用对财务重述的概率有显著影响,如果选择的＂非四大＂可以降低重述的概率,如果购买的是＂四大＂反会增加重述的概率。     

Corporate Investments: Learning from Restatements

This study analyzes the information conveyed by the restatements of financial reports. We argue that restatements contain news about the investment projects of the restating firms' competitors. This news causes competitors to revise their beliefs about the projects' value, and to modify their subsequent investment decisions. Accordingly, we hypothesize that changes in competitors' investments after restatement announcements are related to news in the restatements. Consistent with our prediction, we find that changes in competitors' investments following restatement announcements are significantly related to various proxies for news in the restatements, such as competitors' and restating firms' abnormal returns at the restatement announcements. We conclude that restatements convey information about the investment projects of restating firms' competitors.     

审计师行业专长、产品市场竞争与财务重述——来自中国证券市场的经验证据

以2007~2012年我国 A 股上市公司为样本,对审计师行业专长与财务重述的关系,以及产品市场竞争程度对两者关系的影响进行实证研究。结果表明：审计师行业专长有助于降低财务重述发生的概率;产品市场竞争则削弱了审计师行业专长对财务重述行为的抑制作用。     

中国上市公司年报重述公告效应研究

本文首次在细分年报重述类型的基础上,对我国上市公司年报重述的公告效应进行了较为系统的研究。以2004年1月1日至2007年12月31日之间发布年报补充或更正公告的691家上市公司为样本,实证发现,重述公告整体而言具有微弱的负面市场反应,但不同类型重述公告的市场反应各异,投资者关注重述公告的焦点在于重述是否影响公司价值判断。具体而言,更正公告、因会计问题导致的重述、重述内容涉及核心会计指标或调低了公司盈余、重述涉及多个会计年度以及重述消息是坏消息时,市场反应显著为负;极少数重述公告带来了好消息,市场反应显著为正。重述公告的市场价值相关性表明,进一步引导和规范上市公司的年报重述行为以保护投资者利益显得极为迫切。     

RETRACTED: Can directors’ self-interests influence accounting choices?

Eighty-eight audit committee members participated in an experiment designed to investigate the effects of audit issue (adjustment versus restatement) and director status (single directorship versus multiple directorships) on the likelihood of accepting an auditor’s recommendation. Results indicate that all participants are less likely to accept an auditor’s restatement recommendation than adjustment recommendation. Further, directors holding multiple directorships are less likely to accept an auditor’s restatement recommendation than directors with a single directorship. Analysis of post-experiment clinical debriefing items indicates that directors with multiple directorships are less willing to support restatements due to the potential adverse effects of restatements on their reputation capital.     

中国证券市场年报补丁公司特征研究

在上市公司午报披露之后，屡屡可见公司对年报的各类补充公告与更正公告（即年报补丁），年报朴丁不仅受到媒体的强烈抨击，也为监管部门所关注。本文选取发布2001～2003年年报补丁的公司作为研究样本，并分年度、行业、公司规模选取配对样本，考察补丁公司的经济特征，研究表明，相对配对样本而言，补丁公司的业绩较差，公目的总资产增长较快，较少设置审计委员会，且审计质量较差。     

Consequences of Financial Reporting Failure for Outside Directors: Evidence from Accounting Restatements and Audit Committee Members

I use a sample of 409 companies that restated their earnings from 1997 to 2001 to examine penalties for outside directors, particularly audit committee members, when their companies experience accounting restatements. Penalties from lawsuits and Securities and Exchange Commission (SEC) actions are limited. However, directors experience significant labor market penalties. In the three years after the restatement, director turnover is 48% for firms that restate earnings downward, 33% for a performance‐matched sample, 28% for firms that restate upward, and only 18% for technical restatement firms. For firms that overstate earnings, the likelihood of director departure increases in restatement severity, particularly for audit committee directors. In addition, directors of these firms are no longer present in 25% of their positions on other boards. This loss is greater for audit committee members and for more severe restatements. A matched‐sample analysis confirms this result. Overall, the evidence is consistent with outside directors, especially audit committee members, bearing reputational costs for financial reporting failure.