. .3 , 5:1... . 1. l c! cathf‘ "r is“. ‘ .. "a ‘ 5% .J. . .c. .I‘! 1 35!} Inu'vaik .. mil. . . 3.33.1511 Ib‘lyfii...‘ .. {.823} LIBRARY Michigan State University This is to certify that the dissertation entitled THE CHANGES OF ACCOUNTING CONSERVATISM AROUND EARNINGS RESTATEMENTS: AN ANALYSIS OF THE IMPACT OF CEO COMPENSATION presented by Xin Xu has been accepted towards fulfillment of the requirements for the PhD. degree in Accounting WW 5}. GM Major Professor’s, Signature '7/34)oq Date MSU is an Affirmative Action/Equal Opportunity Employer PLACE IN RETURN BOX to remove this checkout from your record. TO AVOID FINES return on or before date due. MAY BE RECALLED with earlier due date if requested. DATE DUE DATE DUE DATE DUE 5/08 K.IProlecc&Pres/CIRC/DaleDueiindd THE CHANGES OF ACCOUNTING CONSERVATISM AROUND EARNINGS RESTATEMENTS: AN ANALYSIS OF THE IMPACT OF CEO COMPENSATION By Xin Xu A DISSERTATION Submitted to Michigan State University in partial fulfillment of the requirements for the degree of DOCTORAL OF PHILOSOPHY Accounting 2009 TH EAR consent of 253m deer-case restatcm tssociatr “hilt th Option 3‘ that alt-c relations} 533111st USCII as 3 OPP’Onun demons” finns‘ fin ABSTRACT THE CHANGES OF ACCOUNTING CONSERVATISM AROUND EARNINGS RESTATEMENTS: AN ANALYSIS OF THE IMPACT OF CEO COMPENSATION By Xin Xu Using a sample of earnings restatements, I investigate how accounting conservatism changes after restatement announcements. Using an accrual-based measure of asymmetric timeliness of earnings, I observe an initial increase and a subsequent decrease in the accounting conservatism of restating firms during the two years after restatement announcements. I also find that the initial increase in conservatism is associated with a high level of CEO option grants awarded before the announcements, while the subsequent decrease of conservatism is associated with a reduction of CEO option awards during the periods following the announcements. Further analysis reveals that after controlling for the restatement magnitude and the accounting fraud, the relationship between the initial increase in conservatism and the change in CEO option grants becomes insignificant. These results suggest that accounting conservatism may be used as a control mechanism to minimize the agency cost that results from management’s opportunistic behavior induced by their compensation contracts. The results also demonstrate the significant role of restatement characteristics in explaining restating firms’ financial reporting behavior. im 3 Kath ilOl ( also Marij- ACKNOWLEDGEMENTS I would like to thank the members of my dissertation committee for their invaluable guidance and support: Marilyn Johnson (Chair), Ted Fee, Chris Hogan, and Kathy Petroni. Without their support, I could not have finished this long journey. They not only contributed their expertise to this project, but their guidance and expertise will also be critical for my future growth as a researcher. I would especially like to thank Marilyn Johnson for her guidance, insight, and consideration throughout the dissertation process. One thing I learned through working with her is that you must believe in what you are doing and work with great dedication to make things happen. I am also indebted to workshop participants at Michigan State University, the other faculty members in the Department of Accounting and Information System, and my fellow doctoral students who have provided their comments and support. -iii- CHIPT cum {Titir TABLE OF CONTENTS LIST OF TABLES ................................................................................. vi LIST OF FIGURES ................................................................................. vii CHAPTER 1: INTRODUCTION .................................................................. 1 CHAPTER 2: RELATED LITERATURE ......................................................... 8 2.1 Conservatism Research ..................................................................... 8 2.2 Restatement Research ..................................................................... 10 2.2.1 Causes of Restatement .............................................................. 10 2.2.2 Consequences of Restatements ..................................................... 12 2.2.3 Restatement and Financial Reporting Quality ................................. 13 CHAPTER 3: DEVELOPMENT OF HYPOTHESES ......................................... 15 3.1 Executive Compensation and Agency Problem ......................................... 15 3.2 Agency Problems and Accounting Conservatism ...................................... 18 CHAPTER 4: RESEARCH DESIGN ............................................................ 22 4.1 The Accrual-Based Measure of Conservatism .......................................... 22 4.2 The Market-Based Measure of Conservatism .......................................... 27 CHAPTER 5: SAMPLE AND DATA ............................................................ 29 5.1 Sample of Restating Firms ................................................................. 29 CHAPTER 6: EMPIRICAL RESULTS ......................................................... 32 6.1 Changes in Conservatism around Restatement Announcements ..................... 32 6.1.1 The Accrual-Based Measure ........................................................ 32 6.1.2 The Market-Based Measure ........................................................ 34 6.2 Changes in CEO Compensation ........................................................... 36 6.2.1 Changes in CEO Compensation ................................................... 36 6.2.2 The Determinants of the Changes in CEO Stock Option Grants .............. 38 6.3 Changes in Conservatism and CEO Compensation .................................... 40 6.3.1 Changes in CEO Compensation and the Level of Conservatism. . . . . . . . 40 6.3.2 Changes in CEO Compensation and the Changes of Conservatism. . . . .......43 6.3.3 The Impact of Restatement Characteristics on the Change in Conservatism .................................................................. 44 CHAPTER 7: SENSITIVITY ANALYSES ..................................................... 50 7.1 Change in Conservatism and the “Big Bath” Theory ................................. 50 7.2 The Relationship between Change in Conservatism and Restating Firms’ Performance ..................................................................................... 53 7.3 CEO Compensation Incentives ........................................................... 54 -iv- 7.4 Analysis of Discretionary Accruals around Restatement Announcements. . . . . 55 CHAPTER 8: CONCLUSION .................................................................... 5 8 APPENDICES ..................................................................................... 113 Appendix A: Definition of Variables ...................................................... 1 13 BIBLIOGRAPHY ................................................................................. 117 Table I: Table I: Announ. Table 3: Amount Table 4: Table 5.: for Rests Tails 6: I Table ”1 1 Option Cl Table 8'. I CEOS Op Table 9; I OI] IIIC Let Table III; on the Ch. Table I l: Announce Table II; Perfomur Tible I3, OPIIOII Jn‘ Table I4 LIST OF TABLES Table 1: Sample Reconciliation and Descriptive Statistics of Restatement Firms ......... 64 Table 2: Testing of Conservatism for Restating Firms around Restatement Announcements Using Accrual Model ........................................................... 70 Table 3: Testing of Conservatism for Restating Firms around Restatement Announcements Using Basu Model ............................................................... 76 Table 4: Test of the Change in Conservatism within Restating Firms ....................... 82 Table 5: Distributional Statistics of Annual CEO Compensation and Its Components for Restating Firms ................................................................................. 84 Table 6: Regression Analyses of Changes in CEO Option-Based Compensation ......... 87 Table 7: The Relationship between Level of Conservatism and CEOs' Bonus and Option Changes ...................................................................................... 89 Table 8: The Relationship between Change in Conservatism and Change in CEOs' Option Grants ................................................................................ 94 Table 9: The Impacts of the Restatement Magnitudes and the Accounting Irregularity on the Level of Conservatism at Time t .......................................................... 96 Table 10: The Impacts of the Restatement Magnitudes and the Accounting Irregularity on the Change in Conservatism .................................................................. 100 Table 11: Testing of Conservatism for Restating Firms around Restatement Announcements Using Accrual Model after Deleting New-CEO F irm—Years ............ 102 Table 12: The Relationship between the Accrual Measure of Conservatism and Firm's Performance ........................................................................................ 108 Table 13: The Relationship between Level of Conservatism and Changes of CEO Option and Equity Sensitivities .................................................................. l 10 Table 14: Discretionary Accruals for Restating Firms around Restatement Announcements .................................................................................... 1 12 -vi- FIGL'R LIST OF FIGURES FIGURE 1: Event Year Illustration ............................................................... 63 -vii- COHII I I"? I . FIOI‘II; b3 3 L 5. how 5. EDIT OLII executi demanc‘ misaliw: A \— IIICII Im CHAPTER 1: INTRODUCTION Conservative financial reporting has been hypothesized to facilitate efficient contracting between managers and shareholders in the presence of agency problems (Ball 2001, Watts 2003). Jensen (2005) suggests that overvalued equity can lead to agency problems and equity-based compensation of executives makes the problem worse. It has been argued that equity-based incentives, especially option-based compensation, might be at the root of the dramatic increase of earnings restatements in the last decade (Jensen 2005; Burns and Kedia 2006; Efendi et. a1. 2007)]. In this study, I examine whether and how shareholders change their demand for accounting conservatism after restatement announcements. Because a restatement announcement indicates a financial reporting failure (GAO 2002) and severe agency problems that may have been induced by high executives’ option-based compensation, I expect that shareholders will change their demand for accounting conservatism in response to the change in the degree of the misalignment of manager’s incentives with those of shareholders in order to ensure that their interests are protected. Under agency theory, moral hazard problems exist in financial reporting when the reports’ accounting measures inform shareholders about managerial performance and influence managers’ welfare. Managers have incentives to introduce bias and noise into the accounting measures in order to transfer wealth to themselves from shareholders. Because managers typically have limited liability and limited horizons, settling ex post with managers once they have made excessive distributions to themselves is difficult, generating deadweight costs for the firm and for shareholders. Watts (2003) argues that ’ Several recent empirical studies provide mixed results regarding the association between executives" equity-based incentives and the likelihood of restatements. These studies are reviewed further in section 2.2.1. eenser By re. conser in firm temper sharehc bCI‘IVL‘CI sharehe are amt (Bums ; incentit tradition Wealth b film Val: III? misa annOUne: IEXpeet Compi‘ns. I’I ,_ ’ "“33 a I can-ITO; .N firm? ' conservative accounting helps address the issues of limited horizons and limited liability. By requiring a higher degree of verification of recognizing gains versus losses, conservatism reduces the managers’ ability to overstate earnings and cumulative changes in firm value at any point in time. Therefore, shareholders are protected from compensation overpayments to managers. 2 Agency problems as described above arise when the interests of managers and shareholders are not aligned. I expect that the greater the misalignment of interests between managers and shareholders, the greater the demand for conservatism from shareholders in order to minimize their potential losses in the future. Recent literature on restatements shows that CEO compensation incentives, especially stock option holdings, are among the key driving forces behind the aggressive financial reporting behavior (Burns and Kedia 2006; Efendi et. a1. 2007). These studies demonstrate that very high incentives from CEOs’ option holdings exacerbate the agency problem above a traditional level whereby managers focus on the short-term maximization of their own wealth by artificially inflating earnings beyond the scope allowed by GAAP and sacrifice firm values in the long run. Because restatement announcements reveal to shareholders the misaligned incentives induced by high CEO compensation, I expect that after the announcements shareholders will demand more conservative reporting. More importantly, I expect the increase in conservatism to be positively associated with the level of CEO compensation incentives awarded during the years prior to the announcements. 2 In addition, Chen, Hemmer, and Zhang (2007) demonstrate that when accounting numbers are also used to assess a firm’s expected future payoff, conservatism can dampen managers’ incentives to manage earnings, especially in situations in which top management teams have significant equity stakes in their firms. cannot incenti HCCO 1111 contract propose and the anagei perform; their (lit announe the C E0 thonghl The above prediction is based on the assumption that restating firms, on average, cannot address their CEOs’ compensation problem in a timely fashion. If the high CEO incentives can be reduced immediately afier the announcements, the change in accounting conservatism will only be a mechanistic response on the previous accounting aggressiveness and we should not expect to see more conservative reporting by restating firms when comparing them with similar non-restating firms. However, as documented in Cheng and Farber (2008), it takes about two years on average for restating firms to re- contraet with their CEOs and significantly reduce their option-based compensation. They propose that restatements result from too high a level of CEO compensation incentives, and the reduction in option grants alleviates the severe agency problem by better aligning managerial incentives with those of the shareholders, resulting in improved firm performance. Based on their finding, I expect that restating firms will, on average, reduce their demand for the higher level of conservatism by the end of the second year after the announcements. This decrease in conservatism should be associated with the reduction of the CEO compensation incentives, which alleviates the severe agency problems conveyed through the announcements. Prior to testing my hypotheses, I provide descriptive evidence on how accounting conservatism changes for restating firms after restatement announcements. I use two measures of conservatism: an accrual-based measure developed by Ball and Shivakumar (2006) and a market-based measure from Basu (1997). Using a sample of 354 restating firms identified by the GAO (2002) and (2006) reports and with the accrual-based measure, I find evidence consistent with my predictions. In particular, I compare the levels of conservatism between restating firms and non-restating firms after the announ Compu rename amour ahertl eonser pest- 2 eenser pncrt restate eonse inner llilafli C0119 at}? COIN C011 announcements. Two groups of non-restating firms are used: all other firms from the Compustat database and a size-, industry-, and year-matched group of firms. 1 find that restating firms’ earnings were more conservative in the year of the restatement announcement (FY t). The trend continued in FY t+1. Interestingly, by the second year after the announcement (FY t+2), there were no significant differences in accounting conservatism between restating firms and non-restating firms. I also compare the pre- and post- announcement periods for restating firms. I find that their earnings became more conservative in the year of the restatement announcement (FY t) than in the two years prior to the earliest year restated (FY tn-l and FY tn-2, where FY tn is the earliest year restated and It refers to the number of restated periods)’. However, this high level of conservatism declined during the two years (FY t+1 and FY t+2) following the announcements. Overall, the evidence is consistent with restating firms changing their financial reporting behavior within the two-year period afier the announcements. The second objective of my paper is to examine whether the changes in conservatism are consistent with my hypotheses. I analyze both the level of conservatism at FY t and the change in conservatism from FY tn-l to FY t and their associations with the change of CEO stock option grants from FY tn-l to FY t. Similar analysis is also conducted for the period from FY t to FY t+2. Using the accrual-based measure and after controlling for other factors affecting conservatism based on prior literature, I find a positive relationship between the change in CEO option grants and the level of ’ Following Cheng and F arber (2008) and Badertscher (2007), I define FY tn-l as the first year prior to the restating firm engaging in aggressive accounting activity. For example. in fiscal year 2001. Kroger Corporation announced it will restate its fiscal year 1998, 1999, and 2000 financial statements. Therefore, FY t is 2001. FY tn-l is 1997 when Kroger still had normal financial reporting behavior. Comparing FY tn- 1 (and FY tn-2) to FY t allows me to examine whether the firm’s financial reporting strategy changes after the restatement announcements. Figure 1 illustrates the event years around a restatement announcement. L< I ‘u, I17, I conserr consert was pri penod t finns t annount lllCZiSUIL’ renatcni COHSCI\E accounn danand conduct increase magninu films a] Tesialcm. hié’herle (I Witserta AHHOUnQ demand 1 Ismg the EMT-um”. accounl} n 1 (’3 rr conservatism in both FY t and FY t+2. Moreover, results from the change of conservatism specification reveal that the increase in conservatism from FY tn-l to FY t was primarily driven by restating firms that increased CEO option grants during the period tn—l to t, while the subsequent decrease in conservatism was driven by restating firms that reduced their CEOs’ option awards in the two years following the announcements. I fail to find results consistent with my hypotheses using the Basu measure. This is explored further in section 6.1.2. In addition to CEO compensation incentives, I also investigate the impact of the restatement characteristics on the changes in conservatism, especially the increase in conservatism in FY t. Specifically, a higher restatement magnitude or an indication of accounting fraud might reveal a greater agency problem to shareholders, leading to a demand for more conservative financial reporting immediately after the announcements. I conduct further analysis that includes these two factors. Although I do not find that the increase in conservatism from FY tn-l to FY t is driven by firms with high restatement magnitudes or fraud firms, the significant association between the change in CEO option grants and the level of conservatism in FY t disappears after I control for these two restatement characteristics. More interestingly, I find fraud firms have a significantly higher level of conservatism than non-fraud firms in FY t4. Overall, the above evidence suggests that investors demand a higher level of conservatism in response to the severe agency problem revealed by a restatement announcement. In addition, subsequent to the announcement, they gradually reduce their demand for conservatism as the agency problem is alleviated through re-contracting of 4 Using the change specification, 1 find both fraud firms and non-fraud firms significantly increase their accounting conservatism from FY tn-l to FY t. The level and the change analyses on the impact of the accounting fraud on conservatism present a troubling finding that I hope to explore in future research. ”.m1! ’4! .— C E0 charact financi. my W has for CI ltlt‘llt contra: Watts negatix authors UCIWCC aCCOun' Underlt CEO compensation. Furthermore, in addition to CEO option incentives, the characteristics of restatements also play an important role in explaining restating firms’ financial reporting behavior immediately after the announcements. I believe my study makes two contributions to financial accounting research. First, my paper furthers our understanding of accounting conservatism. While recent literature has focused primarily on the demand for conservatism arising from debt contracting, evidence regarding the demand for conservatism from shareholders due to compensation contracting has been lacking. My study not only provides empirical evidence to support Watts (2003), but also complements LaFond and Roychowdhury (2008) who find a negative association between managerial ownership and accounting conservatism. The authors use managerial ownership as the proxy for the degree of alignment of interests between managers and shareholders. They hypothesize and find that cross-sectional variation in managerial ownership leads to cross-sectional variation in accounting conservatism. In my study, I use the restatement announcement as an indicator of the misalignment of manager’s incentives with those of shareholders, and examine how accounting conservatism changes in response to the change in the degree of the underlying agency problem. Second, my study extends the restatement literature. Studies examining the change in the financial reporting behavior of restating firms have provided mixed results. Moore and Pfeiffer (2004) find that there are no differences in restating firms’ total accruals before and after restatements. Wilson (2008) documents that the information content of earnings announcements (ERC) declines in the period immediately following a restatement, yet returns to the pre-restatement level in an average of four quarters. Badensc accrual contrihut financial impohar response matlpr ofmed mnount their re L300Tt "'IIIOUI‘ ‘3‘» DIV c Impun financ Badertscher (2007) provides evidence that restatements have reformative effects on both accrual management and real activity management for restating firms. My paper contributes to this literature by predicting and documenting a change of restating firms’ financial reporting behavior through examining accounting conservatism. More importantly, existing studies do not examine whether their observed response (or lack of response) is a function of the incentives that drive restatements. My study is different in that I predict and directly examine the association between compensation incentive, one of the determinants of restatements, and the observed change in conservatism after the announcements. Finally, this study is most closely related to the following two concurrent working papers. Huang and Zhang (2009) hypothesize and find that overstating firms report more conservatively after restatements than before restatements, and after the announcements, their reports are also more conservative than the reports of their non-restating peer firms. LaGore (2008) finds a similar result by comparing the three-year period before the announcements to the three-year period after. Both studies, however, fail to examine the evolvement in conservatism during the years after the announcements. And more importantly, they do not investigate the relation between the incentives for aggressive financial reporting and the change of conservatism. The reminder of the paper is structured as follows. In chapter 2, I review the literature on conservatism and restatements. Chapter 3 contains my hypothesis development. Chapter 4 outlines my research design. In chapter 5, I introduce my sample and data. Chapter 6 provides the empirical results. Chapter 7 presents several sensitivity tests. I conclude my paper in chapter 8. CHAPTER 2: RELATED LITERATURE My paper is related to studies that examine the demand for conservatism due to management compensation contracts. My paper is also related to studies that investigate the causes and consequences of restatements and changes in the financial reporting behavior of restating firms. Below I briefly review these literatures, their relations to my study, and my contributions to these literatures. 2.1 Conservatism Research Basu (1997) interprets conservatism as capturing accountants’ tendency to require a higher degree of verification for recognizing good news than bad news in financial statements. Thus, earnings is more timely or concurrently sensitive in reflecting publicly available bad news than good news. Watts (2003) proposes that from the contracting perspective, conservative accounting is a means of addressing moral hazard caused by parties to the firm having asymmetric information, asymmetric payoffs, limited horizons, and limited liability. The asymmetry in the application of conservatism leads to a greater delay in the recognition of gains than losses. The probability of overstating earnings and net assets at any point in time is lowered, thus reducing the likelihood of losses incurred by investors that result from management’s manipulation of financial reports. The role of conservatism as proposed in Watts (2003) has been investigated in prior theoretical work in a principal-agent setting. Kwon, Newman, and Sub (2001) show that under a limited liability construct, the optimal accounting system will always be conservative in order to motivate and compensate the agent. Chen, Hemmer, and Zhang (2007) extend Kwon et. al. (2001) by analyzing the dual roles of accounting numbers. In their paper, the authors model accounting numbers as serving both a valuation role (for Cons OWI'IC impli HHCIS sake CUUBC and F and r addre Withir FIObls aSIFnt Dunc] DIEM Zhang HO”), potential investors to assess firm’s value) and a stewardship role (for current investors to monitor managers). They show that under conservative accounting standards, the equilibrium level of earnings manipulation is reduced. Conservatism reduces the impact of news on share prices and consequently reduces the benefit of earnings management. Conservatism also increases the cost of earnings manipulation. Therefore, the current owner will engage in less earnings management. As indicated by the authors, the model implies that conservative principles are more likely to arise in situations where the self- interested parties involved in the financial reporting process have a significant equity stake in their firms. However, there is little empirical evidence demonstrating the demand for conservatism from shareholders due to management compensation contracts. In LaFond and Roychowdhury (2008), the authors examine the association between conservatism and managerial ownership. The authors argue that to the extent that conservatism addresses the agency problem resulting from the separation of ownership and control within a firm, increased managerial ownership should decrease the severity of the agency problem and thus decrease the demand for conservatism. They document that the asymmetric timeliness of earnings is negatively associated with the level of managerial ownership. But interestingly, they find that conservatism does not decrease with the level of managerial option holdings. This finding supports the theory of Chen, Hemmer, and Zhang (2007) and implies that option holdings by management on average require a higher degree of conservatism (or at least do not reduce the demand for conservatism from shareholders). Chen. Roychr ahgnnn tanano consert nusahgr account undeflyi EXCCUU\ equnyir a Donna manager connolt PIOI Ides Change n: It) IIIE'sc C 2.2 Restn Inlernal Indepcn. I LaFond [EOPU0p. “Vince a. My paper provides empirical evidence supporting Watts (2003) and in particular Chen, Hemmer, and Zhang (2007). Moreover my study complements LaFond and Roychowdhury (2008). They use managerial ownership as the proxy for the degree of the alignment of interests between managers and shareholders, and find that cross-sectional variation of managerial ownership leads to cross-sectional variation in accounting conservatism5 . My paper uses the restatement announcement as an indicator of the misalignment of manager’s incentives with those of shareholders, and examines how accounting conservatism changes in response to the change in the degree of the underlying agency problem. Moreover, their study assumes equilibrium design in executives’ compensation incentives, while my study adopts a setting in which CEOs’ equity incentives evolve from an off-equilibrium level to a new equilibrium level. Finally, a normal cross-sectional test might have difficulty identifying a relationship between management compensation designs and accounting choices without carefully specifying control variables and the relations among the variables. Therefore, the restatement setting provides the advantage of being able to exploit an event that highlights the need to change management compensation incentives and how accounting conservatism responds to these changes. 2.2 Restatement Research 2.2.1 Causes of Restatement Plumlee and Yohn (2009) find that restatements are most often related to basic internal company errors. Agrawal and Chadha (2005) find that the presence of independent directors with finance expertise reduces the likelihood of a misstatement. On 5 LaFond and Roychowdhury (2008) use a measure of managerial ownership that excludes shares granted in options. They find that conservatism does not vary significantly with the shares in outstanding options owned by the CEOs. This is an equilibrium study while my study adopts an off-equilibrium setting. 10 term restri .hfnl: equit subj c (300 and t misr SIIV P‘_. I): annig; COpf- finih N J n'. n 9,. - the other hand, Baber et. al. (2007) fail to find a significant link between a comprehensive set of internal governance mechanisms and the likelihood of restatements. Regarding possible economic determinants of restatements, Richardson, Tuna and Wu (2002) identify several capital market incentives (e.g., raising cash capital) and debt market incentives (e.g., high leverage) that might explain accounting aggressiveness". A stream of studies focuses on the role played by executive compensation incentives. Larcker et a1. (2007) do not find an association between CEOs’ total long- term compensation and restatements. Similarly, by adding the incentives of CEOs’ stock, restricted stock, and stock options together and using propensity score matching, Armstrong et al. (2009) also do not find evidence of a positive association between CEO equity incentives and accounting irregularities. Using a sample of 87 firms that are the subject of the SEC’s Accounting and Auditing Enforcement Releases, Johnson et al. (2009) document a positive relation between executive incentives from unrestricted stock and the likelihood of fraud. Other studies consider the specific role of CEO stock options in providing incentives for accounting misstatements7. Burns and Kedia (2006) demonstrate that the CEO’s option sensitivity is positively associated with restatements. They further show that higher incentives from stock options are also associated with higher magnitudes of misreporting. Such a relation does not exist for equity and restricted stock. Efendi, Srivastava, and Swanson (2007) extend Burns and Kedia (2006). They use CEOs’ in-the- 6 These incentives, other than CEO compensation. might also affect the change in conservatism after the announcements, such as leverage. In chapter 4, I discuss other factors that might affect conservatism and control for these factors in my subsequent testing. 7 Different from restricted stocks and stock ownerships, stock options possess distinctive features: convexity and asymmetric payoff. These features induce strong incentives for executives to manipulate financial reports. Burns and Kedia (2006) and Efendi, Srivastava, and Swanson (2007) contain more detailed discussion on these issues. 11 IIIC I,“ ('4 F1 .0-‘ sew their Rich anno that r mont: resta: Shun bCN'Qg money option holdings to capture both equity overvaluation and CEO option price sensitivity. They find that large amounts of in-the-money options are much more likely to be involved in restatements. 2.2.2 Consequences of Restatements Empirical studies on restatements demonstrate that restatements typically result in severe capital market consequences for restating firms and labor market punishments for their management. From the perspective of the capital market effect, Palmrose, Richardson and Scholz (2004) document a mean market reaction to restatement announcements of —9.2% over a two-day event window. Hribar and Jenkins (2004) find that relative percentage increases in the cost of capital average between 7 and 19% in the month following a restatement. Gleason et. a1. (2008) find that the share prices of non- restating firms in the same industry also decline. With respect to the labor market, Srinivasan (2004) finds an abnormally high board turnover within three years of the restatement announcement. Desai, Hogan, and Wilkins (2006) show that almost 60% of restating firms experience top executive tumover within 24 months. Hennes, Leone, and Miller (2007) report even higher (91%) CEO or CFO turnover by using a refined methodology to distinguish intentional misstatements from unintentional ones. Finally, Palmrose and Scholz (2004) demonstrate that 38% of restating firms have civil litigation after restatements. In addition to management turnover, Cheng and Farber (2008) examine CEOs’ compensation re-contracting following restatements. Building on the positive link between stock-based compensation and aggressive accounting established in the prior literature, their analysis shows that the ratio of the value of option grants to total 12 comp nto-y IIIIS induct financ and bl ofarc renan aRI'IOU the r 301101} accru, EITOI'S e“lib: IUI I D at '2 p. U) compensation for restating firms’ CEOs decreases significantly on average during the two-year period after restatement announcements. More importantly, for those restating firms with reductions in CEO option grants, operating performance improved during the same period, implying a better alignment between management and shareholder interests after CEO compensation re-contracting. 2.2.3 Restatement and Financial Reporting Quality Conventional wisdom suggests that the severe consequences of restatements will induce firms to reform their accounting policies and practices towards less aggressive financial reporting behavior. In addition, heightened SEC scrutiny, more diligent auditors, and board of director oversight could also lead to changes in financial reporting behavior of a restating firm. Yet empirical studies on the change in financial reporting quality after restatements provide mixed results. Moore and Pfeiffer (2004) examine 72 restatements announced between 1997 and 2000. They find that total accruals for the period preceding the restatement do not differ significantly from those of the post-restatement announcement period. Similar results hold for working capital accruals and other accruals. The paper further documents that the patterns in earnings growth and forecast errors are also not different across the two periods. On the contrary, Badertscher (2007) documents that restating fimrs identified as aggressive non-GAAP earnings management firms based on the GAO (2002) report exhibit less real activity earnings management and less accrual earnings management following a restatement. Wilson (2008) provides evidence that the ERCs of restating firms fell significantly in the two quarters immediately following restatements when 13 compa pret’lOI armour associz (or lac comp: in fig; doeurr compared with the quarter prior to the restatements (the base quarter). But it returns to its previous level in the 4th quarter. Furthermore, there is no loss in the information content of earnings for firms that make changes in their governance structures following restatements. Finally, both Huang and Zhang (2009) and LaGore (2008) find that restating firms report more conservatively after the announcements than before the announcements. One limitation of the above papers is that they do not directly examine the association between the incentives that induce misstatements and the observed changes (or lack of changes) after restatements. If factors causing restatements, such as executive compensation remain the same, it is plausible that management may continue to engage in aggressive reporting behavior. My study is different in that I not only predict and document the direction of the change in conservatism, but also directly test whether the change is associated with compensation incentives. 14 them that t aecou: manag Healy' COI‘por partial} PTOPric based ( also dc malfcag earning bem'een “Ianlclt Emma's CHAPTER 3: DEVELOPMENT OF HYPOTHESES In this chapter, I first use the earnings management literature to demonstrate the agency problem between shareholders and managers induced by executive compensation. I then focus on the role of conservatism in reducing this agency cost. Based on these discussions, I develop my hypotheses. 3.1 Executive Compensation and Agency Problem It has long been recognized that eamings-based compensation provides an incentive for management to manipulate accounting income. Sloan (1993) demonstrates that the level of bonus payments is usually linked to reported earnings and other accounting based performance measures. Healy (1985) documents that executives manage accruals to maximize their bonus payments. Guidry et. al. (1999) find support for Healy’s conclusion using internal data from different business units within a single corporation. Gaver, Gaver, and Austin (1995) and Holthausen, Larcker, and Sloan (1995) partially confirm and also advance Healy’s finding by using refined methodology and a proprietary dataset. In general, this literature demonstrates that incentives from eamings- based compensation induce managers to manipulate earnings. The restatement literature also demonstrates that for restating firms classified as having engaged in accounting malfeasance, executive bonus payments provide an incentive to managers that lead to earnings restatements (Efendi et. al. 2007). There is also an emerging line of academic research that examines the link between equity-based compensation and aggressive financial reporting. Cheng and Warfield (2005) find that CEOs with high equity incentives are more likely to engage in earnings management in order to meet or beat analyst forecasts. The magnitude of 15 abnonn Bergstr: abnonn incentix subsequ demons exercisi discretit abnonn; enable 1 IIICCIIIIV ttldene Show rh OPTIOH 5 Illlancja Sl0CI§ OI mm C mafia ’r ,- C {I abnormal accruals is positively related to CEO stock-based compensation. Similarly, Bergstresser and Philippon (2004) find a positive correlation between the magnitude of abnormal accruals and the proportion of CEO total compensation that is related to equity incentives. Beneish and Vargus (2002) reveal that income-increasing accruals are significantly less persistent for firms with abnormal insider selling and that these firms subsequently suffer significantly lower stock returns. Bartov and Mohanram (2004) demonstrate that top executives inflate earnings through accruals management prior to exercising their stock options and selling the acquired shares. The abnormally high discretionary accruals reverse in the post-exercise period, and stock price changes are abnormally negative during that period. In related research on restatements, Burns and Kedia (2006) argue that options enable management to extract rents in the form of excessive compensation and create incentives for management to adopt aggressive accounting practices. They find strong evidence that option sensitivity is positively associated with misreporting. They further show that larger magnitudes of restatements are associated with higher values of CEO option sensitivity. Efendi et al. (2007) demonstrate that the likelihood of a misstated financial statement increases greatly when the CEO has sizable holdings of in-the-money stock options. These results indicate that substantially overvalued equity creates agency costs by causing managers to take actions to support stock price. The above studies demonstrate that there are agency costs induced by CEO stock- based compensation, especially option holdings, and that these agency costs are associated with earnings management. If option compensation is intended to provide managers with incentives to act in the best interests of shareholders (Jensen and Meckling l6 .4 1976; SI examine the agcn Guay. 31 that tin executix to Chang stock pr det‘iatio: a greate: to earnir 1976; Smith and Stulz 1985), a natural question that arises is why the option incentives examined in the above studies fail to curb aggressive reporting and, instead, exacerbate the agency problem. Following Cheng and Farber (2008), I appeal to arguments in Core, Guay, and Larcker (2003) and Core and Guay (1999) to help explain this. They propose that firms choose an optimal level of equity incentives when they contract with executives. But over time, managers’ equity incentives deviate from the optimal level due to changes in firm and/or manager characteristics. For example, the incentives vary with stock price, stock-return volatility, and the time remaining until the options expire. The deviation exacerbates the sensitivity of CEOs’ wealth to short-term stock prices, inducing a greater misalignment of interests between management and shareholders, which leads to earnings management and eventual earnings restatement. Earnings management and particularly earnings restatements are costly to a firm and its shareholders. It is well documented that restatements are associated with significant decreases in firms’ market value (Palmrose et al. 2004; GAO 2002; and GAO 2006). Moreover, as demonstrated in the earnings management literature, executives receive high cash bonuses based on manipulated accounting numbers. Investors’ wealth is damaged because the excess amount cannot be fiilly recovered in the subsequent period when the misconduct is uncovered. This is caused by managers having limited liability and short employment horizons. Similarly, executives engage in earnings management to inflate short-term stock price in order to boost the value of their equity-based compensation. Shareholder values are damaged when executives sell unusually large numbers of shares during the manipulated period, which is normally followed by low reported earnings and stock returns’ reversal during the subsequent years (Beneish and 17 Vargu: values 3.2 Ag cash \ in We likely limit: is hat COnt Vargus 2002; Bartov and Mohanram 2004; Bergstresser and Philippon 2006). Firm values are also reduced when executives focus on non-value added activities. 3.2 Agency Problems and Accounting Conservatism The above discussion demonstrates that executive compensation provides incentives for managers to overstate earnings in order to transfer wealth to themselves. This excess compensation to managers, in the form of paid cash bonus and/or realized cash value from exercising options and selling stocks, is difficult to recover. As discussed in Watts (2003) and LaFond and Roychowdhury (2008), ex post settling with managers is likely to be extremely costly and incomplete due to managers’ limited horizon and limited liability. Moreover, the loss estimation is difficult to verify and the accused fraud is hard to prove or to distinguish from bad outcomes that are due to chance. Even with a legal finding of fraud and a damages award, the excess payments typically cannot be firlly recovered (Watts 2003). As discussed earlier, shareholders lose not only in the form of excess compensation payments, but also when stock returns plunge during the post- manipulation period and when managers are distracted from their primary function of efficiently managing the firm. These issues create a demand for more efficient contracting ex ante. Watts (2003) argues that conservatism emerges as one mechanism to facilitate efficient contracting. By applying stricter verification standards for recognizing good news as gains than for recognizing bad news as losses, the probability of overstating earnings and net assets at any point in time is lowered, thus reducing the likelihood of losses incurred by investors that result from management’s manipulation of financial reports. Furthermore, as demonstrated in the analytical model of Chen, Hemmer, and 18 Zhang pnces ninrec sharcht prohler are les nusahg executi optunal resunen allllOLlnt executr IIIIS in II'hich l ahernat aISO IQ] Zhang (2007), conservative accounting standards reduce the impact of earnings on share prices, thereby reducing the benefit of earnings management. Consequently, executives with equity holdings of the firm will engage in less earnings management. In summary, conservative financial reporting is hypothesized to facilitate shareholder-management contracting in the presence of agency problems. Agency problems are likely to be more severe when the interests of managers and shareholders are less aligned. In chapter 3.1, I argue that for restating firms, the degree of misalignment of interests between shareholders and managers is exacerbated when executive compensation, especially in the form of stock options, deviates from the optimal level. Thus, I predict that the demand for conservatism will increase after restatement announcements in response to the agency problem revealed through the announcements. This increase in conservatism will restrain the opportunities of executives to further manipulate earnings and limit additional loss of shareholders’ value. This increase in conservatism will also result in higher levels of conservatism for restating firms after the announcements when comparing them with non-restating firms, which face less severe agency problems. Accordingly, I hypothesize that (stated in the alternative form): Hla: immediately after restatement announcements, restating firms will, on average, have higher levels of accounting conservatism relative to non-restating firms and also relative to pre-announcement period; Hlb: the increase in conservatism is associated with the CEO compensation incentives awarded during the years leading up to the announcements. l9 Hypothesis 1 is based on the assumption that restating firms, on average, cannot address their CEOs’ compensation problem in a timely fashion. More specifically, because restatements result from a high level of incentive compensation, restating firms should re-contract with their CEOs, reducing their compensation and mitigating their agency problems. If the high CEO incentives can be reduced immediately after the announcements, the change in accounting conservatism will only be a mechanistic response on the previous accounting aggressiveness, and we should not expect to see more conservative reporting by restating firms when comparing them with similar non— restating firms. But as proposed in Core and Guay (1999) and Core et al. (2003), the compensation re-contracting process will likely take some time. Specifically, the authors point out that information gathering and processing costs prevent firms from adjusting incentives to optimal levels on a timely basis. Furthermore, if transaction costs associated with re-contracting exceed the benefits, some restating firms may not start to reduce compensation incentives when the issue emerges. Finally, the action of reducing bonus or option grants may have a negative impact on managers’ effort levels, which might also result in some restating firms slowing down the re-contracting processg. In fact, Cheng and Farber (2008) find that, on average, it takes about two years for restating firms to re-contract with their CEOs and reduce their option-based compensation significantly. In particular, Cheng and Farber (2008) find that restating firms become more aggressive with option usage during the misstated periods, and their CEOs’ option grants are significantly reduced by the end of the second year (i.e., FY t+2) 8 In Core and Guay (1999) and Core et al. (2003), the authors do not address the compensation re- contracting process when firms experience top executive turnover. It is possible that for restating firms who experience CEO turnover, the hiring of a new CEO and the compensation re-contracting might occur at the same time. I address the turnover issue in my subsequent analysis. 20 after the announcements. Their findings support the notion that high CEO stock options are the main driving force behind the misstatements, and restating firms start to take actions to address their greater agency problem after the announcements. They further document that for those firms who reduce option grants by FY t+2, their operating performance improved. But more importantly, their observation that there were no significant changes in option grant usage until FY t+2 supports the notion that restating firms will re—contract with their CEOs but the re-contracting process will take some time. If restating firms reduce their CEO stock option grants by the end of FY t+2, which results in a better alignment of interests between shareholders and managers, I then expect that the demand for greater conservatism after the announcements will fall subsequent to the two-year period following the announcements. Accordingly, I hypothesize that (stated in the alternative form): H2a: after initially increasing conservatism, restating firms will, on average, reduce their high level of conservatism during the years subsequent to the announcements; H2b: this decrease in conservatism is associated with the reduction of the CEO compensation incentives during the same period. 21 CHAPTER 4: RESEARCH DESIGN 4.1 The Accrual-Based Measure of Conservatism I employ two measures of conservatism. One is accrual-based and the other one is market-based. The accrual-based method is developed in Ball and Shivakumar (2006), who investigate two roles of accruals. The first is consistent with Dechow (1994), who proposes that cash flow “noise” arises from timing and matching problems that reduce the ability of cash flow to reflect firm performance. Accrual accounting shields accounting income from this transitory noise, making it a more efficient performance measure. Thus accruals and cash flows from operations are contemporaneously negatively correlated, and accruals offset transitory increases and decreases in cash flows. Ball and Shivakumar propose a second role for accruals: asymmetrically timely loss recognition. The authors argue that economic gains and losses can be thought of as the current-period cash flow plus any revision in the present value of expected future cash flows. Because accruals are based in part on revisions in future cash flow expectations, economic gain and loss recognition must be accomplished in part through accruals. This gain and loss recognition role of accruals is a source of positive correlation between accruals and current-period cash flow. They further propose that the positive correlation between accruals and current cash flows is asymmetric due to the conservative nature of accounting where economic losses are more likely to be recognized on a timely basis than economic gains. Based on this discussion, the authors modify the Jones (1991) accrual model by incorporating the loss recognition role of accruals. To examine the change in conservatism around restatement announcements, I employ the following model: 22 It ACCjt=a0 +a1CFOj, +a2ASa/esJ-t +a3FASSETj, +a4DCFOJ-t +a5DCFOj, XCFOJ'I +a6Restatej,(0r Tj)+ a7Restatej,(0r Tj)x CFOj, + agRestatej,(0r Tj)x ASaleSj, +a9RestateJ-t (or Tj)>< FASSETJ-t +a10RestateJ-t (or Tj)>< DCFsz +a1lRestatej,(0rTj)xDCF0jtxCFOjt+£jl (l) where ACC is total accruals, which is defined as net income before extraordinary items minus cash flow from operations; CF 0 is operating cash flow; ASa/es is change in sales; FASSE T is gross property, plant and equipment; DCFO takes the value 1 if CF 0 <0 and 0 otherwise. All continuous variables are scaled by beginning total assets. To examine the change in conservatism for restating firms, I adopt the design similar to Ball et al. (2008) where the authors examine the change in conservatism for IPO firms. In particular, I first compare restating firms to non-restating firms (more details in chapter 6). Restate takes the value 1 for restating firms and 0 otherwise. I then examine the change in conservatism within restating firms. T indicates the time period relative to the year of the restatement announcement, FY t. For HI, I expect all to be significantly positive when comparing restating firms to non-restating firms for the restatement announcement year and significantly negative when comparing the announcement year (the benchmark year) to other time periods, indicating a higher degree of conservatism in FY t. For H2, I expect all to be insignificant when comparing restating firms to non-restating firms and significantly negative when comparing restatement announcement year (the benchmark year) to the subsequent period, indicating a reduced level of conservatism after the announcements. 23 To examine the association between CEO compensation incentives and accounting conservatism, I add the change in option and bonus awards to the above regression and conduct the test within restating firms: ACCJ', =a0 + a1CFOfl+ azASalesJ-t + a3FASSETfl + a4DCFOj, + asDCFOJ-t x CF01" + a6AOpti0n% _ Rank jt + a7 AOpti0n% _ Rank ft x CF 0 jt + agAOption% _ Rank jt x ASaIesJ-t + a9A0pti0n% _ Rank j! x FASSE T j! + a1 0A0pti0n% _ Rank jl x DCFOj, + a11A0p1i0n% _ Rank j! x DCFOJ', x CF 0 jt + a1 zABonus% _ Rank j! + a] 3ABonus% _ Rank jt x CF 0 jt + a14ABonus% _ Rank ft x ASa/esj-t + a15ABonus% _ Rank 1'! x FASSE T j! + a16ABonus% _ Rank j! x DCFOJ', + a17ABonus% _ Rank ji x DCFOJ-t x CF 0 jt + Control Variables + 8]" (2 ) where AOption%_Rank (ABonus%_Rank) represents the rank of the change of option grants (bonus awards) as a percentage of CEO’s total compensation. A higher value in this variable indicates a higher increase in option grants (bonus awards) fiom one period to another. All the other variables are the same as above. The three-way interaction terms, AOpti0n% _Rank x DCFO x CF 0 and ABonuS% _Rank x DCFO x CFO , represent the incremental impacts of option changes and bonus changes on the main measure of accounting conservatism - DCFO x CF 0 . Under both H1 and H2, I expect significantly positive all and 0:17. The difference is that for H1, the significance implies that increases in CEO option grants and bonus awards from pre-announcement period to the announcement year result in a higher degree of conservatism in the year of restatement announcements. On the other hand, for H2, the significance implies that decreases in CEO option grants and bonus awards from the announcement year to the subsequent period result in a reduced degree of conservatism. In addition to these two compensation measures, I also control for leverage, litigation risk, market-to-book ratio, 24 and firm size. All the control variables interact with the main variables in the accrual model. The coefficients on their interactions with DCFO x CFO indicate their relations to conservatism. Leverage_rank is the rank of the firm’s long-term debt divided by average total assets, standardized to the interval (0, 1). As discussed in chapter 2, Watts (2003) argues that conservative accounting can reduce the likelihood of losses incurred by creditors. Firms with a high level of leverage tend to have greater bond-holder and share-holder conflicts. By requiring more conservative accounting, creditors can receive a more timely signal of deteriorating financial performance through a tightening of covenants or a faster triggering of covenant violations, thus improving the efficiency of debt contracting. For example, Ahmed, Billings, Morton, and Harris (2002) hypothesize and find that when firms face more severe bondholder-shareholder conflicts over dividend policy, bondholders will .force the firm to adopt more conservative accounting. Zhang (2008) documents that the likelihood of a covenant violation following a negative shock increases in borrower conservatism and more conservative borrowers violate covenants sooner. Therefore, creditors’ interests are protected ex ante by conservatism. Based on these studies, I expect the leverage variable to be positively related to conservatism. Lit is a dummy variable to control for firms with high litigation risk. Overstatement of income and net assets is more likely to generate litigation costs. To reduce expected litigation cost, firms adopt conservative accounting rules (Watts 2003). Huijgen and Lubberink (2005) find that earnings of UK. firms cross-listed in US. are significantly more conservative than earnings of UK. firms without a US. listing. Because both types of firms report under UK. GAAP, they interpret the result as 25 indication of a stricter enforcement regime, implying a higher litigation risk faced by the cross-listed firms. I control for litigation risk. by including a dummy variable that classifies firms with four-digit industry codes between 2833-2836, 3570-3577, 3600- 3674, 5200-5961, and 7370-7374 as belonging to high litigation risk industries following Francis, Philbrick, and Schipper (1994) and LaFond and Roychowdhury (2007). These firms in general are in hi-tech and retail industries. I expect these firms to have a higher level of conservatism. As Roychowdhury and Watts (2007) demonstrate, one-year asymmetric- timeliness measures, such as the Basu measure, are affected by the beginning composition of equity value, including the effects of past asymmetric timeliness. To explicitly control for the beginning level of conservatism, I include the beginning market- to-book ratio following Roychowdhury and Watts (2007) and Lafond and Roychowdhury (2008). MTB_rank is the rank of firms’ beginning market-to-book ratio and is standardized to the interval (0, 1). I expect firms with high level of beginning MTB to have lower conservatism. Finally, I control for firm size. Early conservatism studies using size as a control argue that larger firms could report losses in a more timely manner than small firms due to differing agency costs or greater litigation risk. Large firms are also likely to face large political costs that induce them to use more conservative accounting (Watts and Zimmerman, 1978). Ball and Shivakumar (2005) report that conservatism increases with firm size. But more recent developments in conservatism suggest the opposite. LaFond and Watts (2007) argue that information asymmetry is often smaller for large firms because they produce more public information, resulting in a reduced demand for 26 int’erent annunt hmn. aggrega l predit average 4.2 The “hero Fear. . momll Othr conservative accounting. Furthermore, Givoly et. al. (2007) demonstrate that the aggregation of projects in large firms can lead to measurement error and incorrect inferences regarding the level of conservatism. Both papers document that the asymmetric timeliness of earnings is significantly smaller for large firms than for small firms. Therefore, based on these recent studies, the information asymmetry and aggregation effects might dominate concerns about agency costs and political costs. Thus I predict size is negatively related to conservatism. Size_Rank is the rank of firms’ average total assets standardized to the interval (0, 1). 4.2 The Market-Based Measure of Conservatism The market-based conservatism measure is from Basu (1997). Basu regresses annual earnings on current annual returns. Due to accounting conservatism, earnings is predicted to be more strongly associated with concurrent negative returns, a proxy for bad news, than positive returns, which is a proxy for good news. Similar to my first measure, the change in conservatism is tested using: Ejt /Pjt—l =a0 “I'alet +6120le +a3DRjt ij, +a4Restatej,(or Tj)+a5RestateJ-,(0r Tj)x Rj, + a6Restatej,(0r Tj)xDRj, +a7Restatej,(0rTj)>< CF 0 is not significant. In column (ii), the change in option grants from t to t+2 has a significant positive impact on conservatism at FY t+2. The more a restating firm decreased its option grants, the less conservative its financial reports became at t+2. In column (iii), I do not find a similar result for the change in bonus. Column (iv) presents the results when the changes in both compensation variables are included in the same regression. Similar to the results from previous columns, I find that change in option grants have a positive (marginally significant) impact on the level of conservatism in FY t+2. The insignificant coefficient on DCFO x CF 0 indicates that restating firms reduce CEO option grants the most from t to t+2 exhibit no difference in the recognition of bad news versus good news. Last, firms facing high litigation risk have a higher level of conservatism. However, 42 contrary to predictions, leverage seems to have a negative impact on conservatism at t+2. Overall, the main results from Table 7 are consistent with my H2. 6.3.2 Changes in CEO Compensation and Changes of Conservatism In addition to examining the impact of changing CEO bonus and option incentives on the level of conservatism, I also investigate whether the change in CEO option grants is related to the change in conservatism. To address this question, I split my sample firms into two parts, based on the magnitude of the increase in option grants. The half of my sample with the lowest increase in option grants (or high reduction in option grants from tn-l to t) is named “the top 50%”; while the remaining half is named “the bottom 50%”. Again, my analysis is conducted for two time periods and uses the accrual-based measure. Panel A of Table 8 provides the results for period tn-l to t where I use FY t as my benchmark year. Recall that in Chapter 6.1, I find that restating firms significantly increase conservatism from tn-l to t, indicating changed financial reporting behavior. I draw similar inferences fiom the same changes specification in the first two columns in Panel A. The analysis on the two sub-samples is presented in the next columns. Specifically, for the group with the largest reduction (or smallest increase) in CEO option awards, I do not find a significant difference in conservatism between tn-l and t. However, for the bottom 50% firms (the right two columns), conservatism was significantly higher in FY t than in FY tn-l, as reflected by the significantly negative coefficient on T x DCFO x CFO. The coefficients on CFO and DCFO x CFO are also significant at 5% level. This result demonstrates that the increase in conservatism from tn-l to t is exclusively driven by firms who increase their option grants the most in the 43 same period. When firms reduce high incentives of option grants from tn-l to t, higher conservatism as a control mechanism is no longer necessary. Panel B of Table 8 presents the results for the period from FY t to FY t+2. Similar to the full sample results replicated in the first two columns, I find that for firms with the largest option decreases, the degree in conservatism is significantly lower in FY t+2 compared with FY t. But there were no differences in conservatism for the bottom 50% firms between the two years. Therefore, the overall decrease in conservatism from t to t+2 is mostly driven by restating firms with the largest reductions in option grants. For firms maintaining or increasing CEO option grants from t to t+2, a high level of conservatism at FY t is maintained as a control mechanism. ' To summarize, using the accrual-based measure of conservatism, I find strong evidence of a relationship between changes in CEO option grants and changes in accounting conservatism. When CEO option grants are very high, resulting in high incentives, restating firms increase conservatism. When firms begin to reduce option grants, the accounting conservatism is also reduced. These results, together with those presented in Table 7, demonstrate that investors demand a higher degree of conservatism when facing a severe agency problem due to the high CEO option grants. As restating firms start to alleviate the agency issue between shareholders and management through re-contracting of CEO compensation, the demand for conservatism from shareholders starts to decrease. 6.3.3 The Impact of Restatement Characteristics on the Change in Conservatism Restatement studies have demonstrated that CEO option holdings are not only related to the propensity of misreporting but also related to the magnitude of the 44 mag: arm 0 eami restat COIISL' estin misreporting. Efendi et. al. (2007) show that CEO bonuses and in-the-money option holdings are positively associated with income-decreasing restatements. Burns and Kedia (2006) show that higher values of CEO option sensitivity lead to larger restatements. My observation of the high degree of conservatism in FY t might also be a response to the magnitude of restatements, independent of the change in CEO option grants before the announcements. In other words, large corrections of earnings lead to more conservative earnings in FY t. Additionally, as presented in chapter 5, my restatement sample contains both irregularities and errors. Although Table 6 shows that Fraud is not significantly related to the changes in CEO option grants, to the extent that an accounting irregularity indicates a greater agency problem between management and shareholders than other types of restatements, restating firms with accounting irregularities may become more conservative in FY t. To address the impact of the restatement magnitude and the accounting irregularities on the increase in conservatism in FY t, I incorporate two additional variables into my analysis for the period from FY tn-l to t. Fraud takes the value of 1 if the restatement is classified as an irregularity and 0 otherwise. Resize_rank is the rank of the restatement magnitude, standardized to the interval (0, 1). Restatement magnitude is estimated as the sum of the effect of the restatement on net income scaled by the sum of the restated net income over the entire restated period. Similar to my analysis on option grants, I first examine the association between the two variables and the level of conservatism for all the restating firms at FY t. I then investigate the impact on the change of conservatism from FY tn-l to FY t. 45 Table 9 presents the result of the analysis for the level of conservatism at FY t. Of the 215 restating firms used in Table 7 Panel A, 28 firms are further deleted. These firms either do not have enough information to determine restatement magnitudes or they report income-increasing restatements. Therefore, only 187 restating firms are included in the level analysis. After including the two additional controls, I rerun my regression on the association between the change in option grants from tn-l to t and the level of conservatism at FY t. Column (i) shows that the increase in option grants from FY tn-l to t is associated with higher level of conservatism at FY t, as evidenced by the positive coefficient of A Opti0n%_ Rank X DCFO X CFO. When I add the fraud indicator to the regression, the effect of option grant change remains significant. But an accounting irregularity does not induce more demand for conservatism in FY t (column (ii)). When I incorporate the restatement size only into my regression (column (iii)), the impact of options on conservatism goes away. But the coefficient of Resize_RankXDCF OX CFO is not significant either. In column (iv), I run the full model with all the variables. Both the coefficients on A Opti0n%_ Rank X DCFO X CFO and Resize _ Rank X DCFO X CFO are insignificant. However, the coefficient on accounting irregularity is now significant. Overall, Table 9 shows that the impact of change of CEO option grants on conservatism in FY t disappears after controlling for the restatement magnitude and the accounting irregularities. Moreover, it shows that accounting fraud has a dominant effect in determining the level of conservatism for restating firms in FY t. Due to the reduced sample size and the large number of independent variables presented in the level regression, the insignificance of the coefficients of Resize _ Rank >< DCFO X CFO and A Option%_ Rank X DCFO X CFO might be attributed to 46 multicollinearity. Therefore, a change analysis might provide us additional evidence. In particular, if a large restatement indicates a higher degree of agency problems, shareholders might demand more conservative accounting in FY t for high restatement- size firms than for low restatement-size firms. Similarly, because fraud reveals a severe agency problem, fraud firms might become more conservative in FY t than non-fraud firms. In Table 10, I examine the impact of the two variables on the change in conservatism from FY tn-l to FY t. Panel A presents the results for fraud firms versus non-fraud firms, while Panel B gives the results for the restatement magnitude. Similar to my analysis on the change of option grants, column (i) of Panel A presents the change of conservatism for the fraud sub-sample while column (ii) presents the results for the non- fraud sub—sample. Both groups show an increase in the degree of conservatism from FY tn-l to FY t, but the increase is marginally significant for the fraud firms. Fraud firms are not more conservative than non-fraud firms. To the extent that option incentives drive conservatism changes and there is no particularly significant association between change of option grants and the type of restatements (Table 6), I expect those firms that increase Option grants fi'om FY tn-l to FY t to be randomly distributed within each sub-group. These firms thus drive the significant increase in conservatism for both groups. Although this result contradicts the result in Table 9, Table 10 Panel A seems to be consistent with my main results in Table 8. For the impact of the restatement magnitude on the change in conservatism from FY tn-l to FY t, I rank my sample firms based on the size of the restatements. The top 50% represents the half of my sample fimis with low ranks (i.e., small size of 47 a: II! restatements) while the bottom 50% represents the half of the sample firms with high ranks. Panel B of Table 10 shows that for firms with low magnitude of restatements (the top 50%), their degree of conservatism increases significantly from FY tn-l to FY t (column (i)). But for those firms with the large restatement sizes (the bottom 50%), there is no difference in conservatism between FY tn-l and FY t. This result seems to be inconsistent with the expectation that large magnitudes of restatements lead to high conservatism after the announcements, however, it might be consistent with my option incentive argument. In particular, higher option incentives lead to higher magnitudes of restatements (Burns and Kedia (2006)) and firms with high CEO option grants before the announcements are more likely to reduce grant size afier the announcements (Cheng and Farber (2008)). Thus firms with large restatements in my sample are more likely to be the firms that have high CEO option grants before the announcements and that significantly reduce option grants at FY t. As already shown in Table 8, restating firms with a large reduction in option grants do not show a different degree of conservatism between FY tn-l and FY t. This potentially explains the insignificance of conservatism between the two years for the group with large restatements because these firms are more likely to reduce their CEO option grants at FY t. In fact, further analysis reveals that after I split my sample into two subgroups based on the size of the restatements (high-restatement group versus low-restatement group), the high-restatement group exhibits a greater drop in CEO option grants (i.e., lower amounts of change in CEO option grants) from tn-l to t than that of the low-restatement group (2- stat: -1.55; one-sided p-value: 0.06). 48 In summary, the results from Table 9 and Table 10 indicate the important role of the characteristics of restatements in explaining the increase in conservatism from FY tn- 1 to FY t. Although Table 10 seems to be in line with my hypothesis, by incorporating the change of CEO option grants, the restatement magnitude, and fraud indicator in one regression, Table 9 presents a more complete picture of the dominant effects of the characteristics of restatements, especially accounting irregularities, in determining the level of conservatism for restating firms in FY t. 49 CHAPTER 7: SENSITIVITY ANALYSES 7.1 Change in Conservatism and the “Big Bath” Theory It has long been documented in accounting and finance research that new CEOs are likely to boost future earnings at the expense of transition-year earnings by increasing write-offs and income-reducing accounting accruals — “taking a big bath”. Moore (1973) points out that through these discretionary accounting decisions, “the reported new earnings may be blamed on the old management, and the historical bases for future comparison will be reduced.” More importantly, “future income would be relieved of these charges, so that improved earnings trends could be reported.” (Moore 1973: 101) Moore (1973) compares a sample of management change companies with companies having other personnel changes. He finds that incomes reducing discretionary accounting decisions are more likely to be made in the year of the management change for his sample of the management change companies. Following Moore (1973), a stream of studies provides further support for this hypothesis. Strong and Meyer (1987) compare a group of firms that record asset writedowns with a group of non-writedown firms. They find that a change in senior management is the most important factor observed for the writedown firms. Similarly, in a sample of large discretionary write-offs examined by Elliott and Shaw (1988), 39 percent of the firms experience a change in the CEO, president, and/or CFO during the year of the write-offs. Pourciau (1993) argues that the environment surrounding nonroutine executive changes (i.e., no orderly and well-planned process of turnover) provides strong incentives and opportunities for earnings management by the new executives. Based on this argument, she finds that for a sample of firms having 50 experienced nonroutine executive changes, their earnings and accruals decrease significantly in the year of the executive change and then reverse dramatically in the following year. Murphy and Zimmerman (1993) provide further support. Through analyzing a large sample of over 1,000 CEO departures from almost 600 firms, the authors find that accounting accruals and growth in earnings are significantly lower in the transition year than in previous years, and the incoming CEO’s first full year is associated with a pronounced increase in earnings. They further document that when focusing on cases of nonroutine, inferior departing CEOs, the accruals are significantly negative in the transition year, although they do not find the dramatic reversal in accruals in the following year as found in Pourciau (1993). Finally, Geiger and North (2006) document that firms appointing new CFOs report significantly higher income decreasing discretionary accruals in the first full reporting year under the new CFOs. The above discussion demonstrates the “big bath” behavior in firms’ financial reports immediately after the appointments of top executives. As presented in section 2.2.2, the restatement literature has documented that restating firms experience significantly higher executive turnover after the announcements. Further analysis of my sample finds that more than 39% of restating firms appoint new CEOs in the period from FY t to FY t+2. If these new CEOs use write-offs and accruals to take an “earnings bath” in the turnover years, then compared with non-restating firms, restating firms will appear to have a more timely recognition of bad news, resulting in more conservative financial reports. This potentially explains the observed increase in conservatism in FY t. Although my analyses of the change in CEO compensation and the association between CEO option incentives and conservatism already exclude the new CEO firm-year observations, 51 my analysis of the change in conservatism in section 6.1 might be influenced by the “big ba ” behavior. To address this issue, I re-examine the change in conservatism around restatement announcements using the accrual model and for each event year regression I delete all the restating firms with CEO transitions in that year. Table 10 presents the results. Panel A uses all the other firms in Compustat as the control group. Compared with Table 2 Panel A, Table 10 Panel A loses about 40 to 60 restating firms across the five-year period. But the regression results are qualitatively similar to those reported in Table 2 Panel A: restating firms become more conservative in FY t and FY t+l and then they exhibit a similar conservatism level in FY t+2 when compared with non-restating firms. Table 10 Panel B is also largely consistent with Table 2 Panel B: restating firms engage in aggressive financial reporting behavior in FY tn-l while they report more conservatively in FY t and FY t+1. Interestingly and also different from Table 2 Panel B, in FY t+2, restating firms report significantly less conservatively than the matched group. This is consistent with “big bath” behavior. Specifically, if restating firms that appoint new CEOs in FY t+2 are more conservative than other restating firms due to a “big bath”, including these firms might potentially offset the aggressive behavior shown in Table 10 Panel B, resulting in an insignificant coefficient of Restatex DCFO x CFO as reported in Table 2 Panel B. Finally, Panel C of Table 10 is also consistent with Panel C of Table 2, which shows that FY t is the most conservative year among all the five event years. Overall, after deleting firms with CEO turnover in each event year, my observation of the change in conservatism around restatement announcements documented in section 6.1.1 is largely unchanged qualitatively. Furthermore, there is 52 some evidence supporting “big bath” behavior by firms experiencing CEO turnover, especially in FY t+2. 7.2 The Relationship between Change in Conservatism and Restating Firms’ Performance A significant portion of restating firms had very poor financial performance before the restatement announcements based on my observation, and some of the restating firms also significantly improved their performance by the end of the second year after the announcements (e.g., Cheng and Farber 2008). An interesting issue is, thus, whether the observed increase in conservatism in FY t is a reflection of the restating firrns’ poor performance and the following decrease in conservatism by FY t+2 is a result of their performance improvement. In other words, the conservatism measure itself might be affected by firms’ performance, leading to the observed behavior of change in conservatism for restating firms. To address the concern, I first tried to match on performance (i.e. +/- 20% of ROA) in addition to match on year, industry, and size when comparing the level of conservatism between restating firms and the matched group of non-restating firms. But adding performance matching significantly reduces my sample size. To the extent that the conservatism measure itself might be affected by firms’ performance, I conduct separate analysis to examine the effect of performance on the measure of conservatism in a general setting. I investigate the accounting conservatism of all the non-financial firms in Compustat for the period of 1997-2006. I employ the following model: 53 ACC/7:620 +alCFOj, +a2ASaIesJ-t +a3FASSETJ-t +a4DCFOj, +a5DCFOj, xCFOj, +a6ROAJ-t +a7ROAj, x CFOj, +a8ROAJ-t xASa/esjt +a9ROAj, xFASSETjt +a10ROAj, xDCFOj, +al lROAj, xDCFOj, xCFOj, + ControlVariables +817 (5) where performance is measured by return on assets (ROA), which is the standardized decile rank of the firm’s net income before extraordinary items divided by its average total assets. All of the other variables are the same as the variables defined in Equation (2) from section 4.1, except that all of the continuous control variables are measured by using standardized decile rank. All of the control variables interact with the main variables in the accrual model. If a firm’s performance affects the conservatism measure, I expect all to be significantly negative - increasing performance reduces conservatism. My test result, presented in Table 12, does not indicate a significant impact of ROA on the measure of conservatism. Although this test does not directly attack the restating firms, it provides some evidence that the conservatism measured by the accrual model is not a mechanistic reflection of firms’ performance. 7.3 CEO Compensation Incentives As I noted earlier, prior research shows that the likelihood of a restatement is increasing in the sensitivity of the value of the CEO stock option holdings. To the extent that the agency problem between management and shareholders is exaggerated by high CEO option incentives, the change in CEO option sensitivity might be a better measure to capture the underlying change in the agency problem. Following Core and Guay (2002) and Burns and Kedia (2006), I measure option sensitivity as the change in the value of stock options held for a percentage change in firm value, which is obtained by multiplying the option delta by 1% of the stock price and the number of options held. 54 sens rhea char by r rank rehu Tahl l)(1 signi resul the s 14,: lm‘es I re-run equation (2) on all of the observations with available data on the option sensitivity measure. I replace AOption%_Rank with AOptionsen_Rank , which measures the change in option sensitivity from one year to another. I also include the change in the sensitivity of CEO equity holdings - AEquitysen_Rank , which is obtained by multiplying the number of shares of equity held by 1% of the stock price. Both are ranked and standardized to the interval (0, 1). Both variables are expected to be positively related to the level of conservatism in the event years tested. The results are presented in Table 13.11 Column (i) of Table 13 presents the result for FY t. Although the main effect of DCFOx CFO is significantly positive, none of the sensitivity variables have a significant impact on conservatism. Column (ii) shows similar result for FY t+2. These results are inconsistent with my hypotheses, but should be interpreted cautiously due to the small sample sizes in each year. 7.4 Analysis of Discretionary Accruals around Restatement Announcements In addition to restating firms’ conservatism changes, I also conduct analysis to investigate restating firms’ discretionary accrual changes around the announcements. I adopt the methodology similar to Ball and Shivakumar (2008) in which the authors examine the changes of both accounting conservatism and discretionary accruals for UK IPO firms. Normal accruals are estimated using Jones model modified by Ball and Shivakumar (2006): ” I exclude bonuses in my analysis due to its weak impact on conservatism as observed in Table 7. I only include the three-way interaction term of each control variables in my regression to increase the degree of freedom for my regression. Including bonuses and all the complete interaction terms of the control variables does not change my conclusion. 55 ACCit=aj0 + aleFOit + ajzASalesi, + aj3FASSETit + aj4DCFOl-t + aj5DCF0i, x CFO“ + an (6) Variables are as defined in Chapter 4. Model parameters are estimated separately for each restating firm j from a cross-section of all non-restating firms 1' in its 2-digit SIC with data for year I. Only industry-years with at least 10 observations are considered. 1% on both extremes of each continuous variable are trimmed. Abnormal accruals ABN _ ACC}, for restating firm j in year t are computed as the difference between. the actual accruals and estimated normal accruals (A denotes estimates): ABN_ACCj-, = ACCj,—[a‘zj0 + dleFOj, + djzASaIesj, + dj3FASSETj, +dj4DCF0j, +éj5DCFOJ-t xCFOj,] (7) Table 14 presents summary statistics for restating firms for event years tn-2, tn-l, t-2, H, t, t+1, and t+2. In FY tn-2 and tn-l , both mean and median abnormal accruals are positive and statistically significant (1% to 2% of total assets), indicating that restating firms already engage in earnings management activity even before the manipulated period (but within GAAP). Abnormal accruals become statistically insignificant in FY t and marginally significant in FY t+1 (the mean is negative in each year), demonstrating a reduced level of earnings management immediately after the announcements. However, by the end of the second year after the announcements, it seems that restating firms resume their old earnings management behavior, with significantly positive median abnormal accruals. I also examine the abnormal accruals in FY t-2 and t-l. It seems that restating firms engage in significant accrual management activity in t-2 but do not manage accrual in t-1. These results, however, should be viewed cautiously because data originally 56 reported by restating firms in t-2 and H might be “contaminated” by restated data updated through Compustat”. My above finding for FY t and t+1 is consistent with Badertscher (2007) in which the author shows that restating firms significantly reduce their accrual management activity in the first year after the announcement. But more importantly, Table 14 also fits well with my finding regarding the change in conservatism that restating firms are less conservative in FY tn-l, become more conservative immediately after the announcements, and then reduce conservatism in the two years afterwards. ’2 Based on discussions with Compustat, I learned that restated data is recorded in Restated data items, and the original data is never changed. But my analysis finds that this policy is not consistently followed by Compustat. For example, Net Income (data172) should record the original net income number as first reported and subsequent restatements should be recorded into Net Income-Restated (Data 177). I randomly picked 20 restating firms from my sample. I compared Compustat’s net income data during restated years with the net income numbers in the lOKs and lOK/As filed through Edgar. I found that in 7 of 20 cases in which a IOK/A is filed for a particular year, Compustat replaces data] 72 with the restated number for that year. But in the 13 cases in which no 10K/As were filed (i.e., a firm’s 2001 restatement is reported through its 2002 10K), Compustat changes Data] 77, not Data] 72 for 11 cases, and does not make any changes for 2 cases. 57 CHAPTER 8: CONCLUSION In this paper, I investigate whether restating firms improve their financial reporting quality after restatement announcements by examining one important accounting quality dimension — conservatism — which assumes the role of a control mechanism to curb managements’ opportunistic behavior. If restatements indicate aggressive reporting behavior which implies a severe agency problem between management and shareholders, I expect an increase in conservatism after a restatement announcement. On the other hand, as restating firms take actions to address the agency problem during the years after the announcements, I expect a subsequent decrease in conservatism after the initial increase. I further explore the change in conservatism around restatement announcements by directly linking the change to CEOs’ compensation incentives. Empirical studies have documented that high incentives from CEO option grants exaggerate the agency problem, leading to aggressive accounting behavior, and restating firms significantly reduce their CEO option grants two years after the announcements. Thus I expect cross-sectional differences in the change in conservatism based on the changes in CEO option grants. Changes in conservatism should be positively associated with the changes in CEO option grants. 1 adopt two measures of conservatism: an accrual-based measure and a market- based measure. Both measures build on the concept of earnings’ asymmetric timeliness in bad news recognition. Using the accrual-based model, I find that restating firms become more conservative in the announcement year, demonstrating a change in financial reporting behavior. There is also evidence of decreased conservatism by the end of the 58 second year after a restatement announcement. When I incorporate changes in CEO annual compensation into my analysis, I find that the increase in conservatism in the restatement announcement year is significantly associated with the increased usage of option grants during the prior period. After the announcement, the decrease in conservatism is significantly related to the reduction in CEO option grants during the following two years. In other words, restating firms, on average, started to reduce option usage so as to reduce the undesirable incentive effects and address the agency problem. Thus, as the severe agency problem is alleviated, investors’ demand for conservatism as a control mechanism declines. In addition to CEO option incentives, I also examine the impact of restatement characteristics on the initial increase in conservatism. Specifically, I consider the restatement magnitude and the presence of accounting irregularities. Large restatements or an indication of accounting fraud may demonstrate a more severe agency problem to shareholders, leading to an increased demand for conservative financial reporting immediately after the announcements. Using the change specification, I do not find that the increase in conservatism from FY tn-l to FY t is driven by firms with high restatement magnitudes or by fraud firms. But when analyzing the level of conservatism for FY t, the significant relationship between the change of CEO option grants and conservatism disappears after controlling for the restatement magnitude and the accounting irregularities. Interestingly, I find that fraud firms have a significantly higher level of conservatism than non-fraud firms in FY t. Overall, these findings demonstrate the important role of the characteristics of restatements in explaining restating firms’ financial reporting behavior immediately following the announcements. 59 My paper makes the following contributions. First, with respect to the conservatism literature, the argument that there is a demand for conservatism arising from compensation contracting is well established but empirical studies on this issue have been lacking. By using the restatement setting, I can examine how the demand for conservatism changes when there is a change in the agency problem between management and shareholders. Second, most of the restatement studies that examine the changes of restating firms’ financial reporting behavior fail to investigate the factors that explain these changes. I not only examine a change in conservatism but also document an association between the change and CEO compensation incentives, a major factor that leads to restatements. My results suggest several additional issues for further research. First, I find fraud firms have a significantly higher level of conservatism than non-fraud firms in FY t. But using the change specification, I find both fraud firms and non-fraud firms significantly increase their accounting conservatism from FY tn-l to FY t. This finding needs to be addressed in the future, and more analyses are necessary to fully evaluate the impact of restatement characteristics on the change in accounting conservatism after the announcements. When I incorporate the restatement magnitude, the fraud indicator, and the change in CEO option grants into the regression of the level of conservatism in FY t, the reduced Sample size and the large number of independent variables and their interactions might Create multicollinearity, potentially explaining the insignificant impact of the restatement magnitude and the change in CEO option grants on conservatism. A larger sample size Will increase the power of the regression analysis. On the other hand, a separate 60 ime char \th COIli fun} flor incl con‘ (TEC investigation can be conducted on the association between these restatement characteristics and the change of CEO option grants. Such analysis will help to determine whether the observed association between CEO option incentives and accounting conservatism is influenced by the restatement characteristics. Moreover, this analysis will fiirther our understanding of how CEO option grants change in the restatement setting. Second, this dissertation does not consider the possible impact of corporate governance on the change in accounting conservatism after restatement announcements. Although prior literature does not find an association between corporate governance and accounting conservatism for restating firms and there is still no strong empirical support for the argument that poor corporate governance leads to earnings restatements, the inclusion of corporate governance variables would provide a more complete and convincing picture of the change in accounting conservatism and its association with CEOs’ compensation contracts. Finally, my results reveal that some restating firms reduce their CEO option grants immediately afier the announcements, while other firms take more than a year to re-contract with their CEOs. Further analysis could investigate whether the CEO option incentives during the restated period predict firms’ financial reporting behavior and Compensation contracting behavior after the announcements. 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All the other variables are defined in Table 2. The model is estimated separately for each event year using a control sample which contains all the restating firms other than the revenue-recognition restating firms during the respective time period covered by the event year. All the financial firms are excluded from the regression, as well as firms years that underwent significant M&A activities. Observations with Cook's distance above 1 are deleted as outliners. Heteroskedasticity and within firm serial correlation-robust t-statistics are reported. Bold indicates significance at the 10% level or better. Event Year FY t FY t+1 FY t+2 Variable coeff. [ t—stat coeff. I t-stat coeff. I t-stat Intercept -0.03 -2.24 -0.04 -2.03 -0.04 -2.50 CFO -0.57 -7.55 -0.46 -4.79 -0.34 -4.68 Asales 0.10 3.11 0.08 2.03 0.11 2.14 FASSET 0.01 0.61 0.02 1.25 -0.01 -0.66 DCFO 0.00 0.00 0.01 0.22 -0.07 -1.45 DCFO*CFO 1.21 1.85 0.86 2.63 0.26 1.66 RevRestate -0.01 -0.62 0.02 0.58 0.03 1.17 RevRestate*CFO 0.34 1.96 0.1 l 0.91 -0.06 -0.48 RevRestate*Asales -0.04 -0.78 0.01 0. l 9 0.00 0.01 RevRestate*FASSET -0.03' -0.82 -0.02 -1.06 -0.02 -0.78 RevRestate*DCFO 0.04 0.51 -0.04 -0.86 -0.01 -0.16 RevRestate*DCFO*CFO 0.66 0.89 -0.41 -1.02 -0.47 -0.61 R-squared 28.10% 17.62% 13.36% No. of RevRestate firm/years 128 123 l 10 No. of other restating firm/years 184 177 161 No. of total observations 312 300 271 82 Table 4 (cont'd) Panel B: Company-Initiated Restatements vs. All the Other Restatements ACCJ-t =00 + (IICFOjt + azASales jt + 013FASSETJ-t + org-DCFOJ-t + GSDCFOjt x CFOjt + a6ComRestate jt + a7ComRestate jt x CFOjt + a8CornRestate jt x ASales jt x FASSETjt + alOComRestate jt x DCFOJ-t + a1 1ComRestate jt x DCFOJ-t x CFOjt + Sjt + a9ComRestate jt where ComRestate is an indicator for company-initiated restatement. All the other variables are defined in Table 2. The model is estimated separately for each event year using a control sample which contains all the restating firms other than company prompters during the respective time period covered by the event year. All the financial firms are excluded from the regression, as well as firms years that underwent significant M&A activities. Observations with Cook's distance above 1 are deleted as outliners. Heteroskedasticity and within firm serial correlation-robust t-statistics are reported. Bold indicates significance at the 10% level or better. Event Year FY t FY t+1 FY t+2 Variable coeff. I t-stat coeff. I t-stat coeff. rt-stat Intercept -0.04 -2.22 -0.06 -2.23 -0.03 -2.15 CFO -0.43 -3.77 -0.31 -3.20 -0.35 -4.04 Asales 0.09 2.69 0.07 2.14 0.04 1.14 FASSET 0.01 0.58 0.01 0.54 -0.01 -0.34 DCFO 0.00 0.08 0.07 1.71 0.03 0.46 DCFO*CFO 1.49 5.34 0.96 4.92 0.57 1.99 ComRestate -0.01 -0.33 0.04 1.61 0.01 0.29 ComRestate*CFO -0.09 -0.61 -0.22 -l.72 -0.07 -0.55 ComRestate*Asales 0.00 -0.03 0.01 0.32 0. 15 2.55 ComRestate*FASSET -0.01 -0.21 -0.01 -0.32 -0.01 -0.23 ComRestate*DCFO 0.00 0.05 -0.1 l -2.30 -0. 18 -2.00 ComRestate*DCFO*CFO 0.15 0.32 -0. 12 -0.38 -0.90 -1.51 R-squared - 30.42% 20.51% 16.21% No. of ComRestate firm/years 160 153 135 No. of other restating firm/years 153 145 136 No. of total observations 313 298 271 83 Table 5 Distributional Statistics of Annual CEO Compensation and Its Components for Restating Firms Panel A This table reports descriptive statistics of CEO compensation and its components in the pre- and post-restatement periods for restating firms. All variables are measured in $000. The Wilcoxon rank tests report the two-sided p-values for the testing of the difference in the medians. To calculate the changes from one year to another, I delete all the restating firms which hire a new CEO in either year. The numbers of restating firms deleted are: from t-2 to t-l: 77; from t-l to t: 70; from tn-l to t: 49; from t to t+2: 43. Option Restricted Other Total Event Years Salary Bonus Grants Stocks Comp comp t-2 Mean 612.04 587.79 2916.89 406.25 216.99 4739.96 Q3 743.75 706.62 3073.45 0.00 113.69 5480.58 Median 550.00 297.50 874.62 0.00 38.80 2313.18 Q1 359.49 75.50 79.16 0.00 5.92 1024.86 t-l Mean 629.92 476.49 3072.53 521.90 236.21 4937.05 Q3 800.89 595.75 2817.31 0.00 138.05 5086.46 # of restaters: Median 584.77 227.34 837.75 0.00 37.91 2229.69 240 Q1 392.78 0.00 0.00 0.00 8.31 1104.87 Mean difference 17.87 -111.29 155.64 115.65 19.22 197.10 Wilcoxon rank test p—value <.0001 0.049 0.678 0.268 0.001 0.694 t-l Mean 619.01 507.58 2618.85 229.35 141.61 4116.40 Q3 775.03 600.00 2566.46 0.00 128.94 4574.42 Median 584.77 253.69 852.94 0.00 34.57 2133.40 Q1 397.09 0.00 0.00 0.00 6.05 1153.69 t Mean 645.10 544.31 2123.73 283.93 229.35 3826.42 Q3 807.87 783.86 2254.20 0.00 156.52 4581.80 # of restaters: Median 600.00 288.01 867.40 0.00 42.50 2391.71 226 Q1 422.50 0.00 0.00 0.00 7.16 Mean difference 26.09 36.73 —495.12 54.57 87.74 -289.99 Wilcoxon rank test p-value <.0001 0.031 0.545 0.316 0.085 0.594 84 Table 5 (cont'd) Panel A (cont'd) tn-l Mean 591.06 591.55 3494.16 271.45 136.39 5084.62 Q3 768.68 750.30 2757.31 0.00 115.64 4252.56 Median 550.00 315.43 . 708.20 0.00 33.39 1859.05 Q1 350.00 50.00 48.35 0.00 5.98 1007.64 t Mean 660.70 603.73 2255.24 269.37 255.56 4044.59 Q3 854.06 848.15 2511.93 0.00 162.75 4818.14 # of restaters: Median 630.00 340.99 928.51 0.00 50.76 2422.73 222 Q1 445.00 0.00 0.00 0.00 8.00 1135.88 Mean difference 69.64 12.18 -1238.92 -2.09 119.16 -1040.03 Wilcoxon rank test p—value <.0001 0.399 0.573 0.064 0.005 0.189 t Mean 625.40 509.31 2010.45 198.70 275.54 3619.41 Q3 812.50 755.20 2458.45 0.00 168.67 4530.00 Median 593.58 240.51 756.62 0.00 32.76 2387.58 Q1 402.12 0.00 7.17 0.00 6.77 966.74 t+2 Mean 688.11 804.60 2260.89 462.84 395.59 4612.02 Q3 908.31 937.39 2790.09 353.50 245.99 6066.34 # of restaters: Median 687.27 476.32 619.22 0.00 57.26 2937.94 164 Q1 444.06 35.95 0.00 0.00 10.31 1135.80 Mean difference 62.70 295.29 250.43 264.13 120.05 992.61 Wilcoxon rank test p-value <.0001 <.0001 0.787 0.000 0.025 0.003 85 Table 5 (cont'd) Panel B This table reports the mean difference in CEO bonus and option grants between two years. Option (bonus) is measured as the value of CEO annual stock option grants (bonus awards) scaled by the value of CEO total annual compensation. Mean Difference between t-2 & t-l t-l & t t & t+2 tn-l and t bonus% ~2.60% 0.27% 3.76% -2.28% [0.0551] [0.9451] [0.0076] [0.143] option% -0.41% -4.58% -5.31% -2.52°/o [0.6274] [0.07] [0.0067] [0.1306] 86 Table 6 Regression Analyses of Changes in CEO Option-Based Compensation This table reports regression results of the following equations for the period tn-l to t and for the period t to t+2, where t is the restatement announcement year: AOption% = a0 + alAShare_Own + aZAExercisab le_Options + a3AUnexercis able_Optio ns + a4ASize + aSAB/M + a6AR & D + a7ACash_Cons traint + agAEam_Cons traint + a9ALeverage + a] OAIdiosyncr atic Risk + a1 lACurrent Return + alePast Retmn + a1 3ACash Compensation + a14ExtantCEO + (115me + Year Dummies + e where the independent variable, A$Option%, is the difference in the dollar value of annual CEO option grants scaled by annual CEO total compensation (in percent) between years tn-l to t and t to t+2, where year t is the restatement year. All continuous dependent variables are measured as the differences (A) between years tn-2 to t-l when examining tn-l to t and between years H to t+l when examining t to t+2, except for current return, which is measured as the difference between the years examined. Shares_Own (%) is CEO ownership in shares scaled by outstanding shares; Exercisable__0ptions (%) is the CEO’s exercisable options in shares scaled by outstanding shares; Unexercisable_Options (%) is the CEO’s unexercisable options in shares scaled by outstanding shares; Size is the natural log of sales (in Smillion, Compustat datal2); B/M is the book-to-market ratio, measured as book value (data 60) divided by market value (data25*data199); R&D is research and development expense (data46) scaled by total assets (data6); Cash_Constraint is measured as common and preferred dividends (data127) plus net cash flow used in investment activities (data311) minus net cash flow from operations (data308), divided by total assets (data6); Earn_Constraint equals one if there is an operating loss (i.e., if data178 is negative) and zero otherwise; Leverage is measured as long-term debt (data9) divided by total assets (data6); Idiosyncratic Risk is the standard deviation of the residual from the market model using weekly returns over 12 months; CurrentReturn is the accumulated monthly stock return for the current year; PastReturn is the accumulated monthly stock return for the last year; CashCompensation is the sum of salary and bonus scaled by sales. ExtantCEO is a dummy variable taking the value of 1 if the restating firm did not experience CEO turnover during the period examined and 0 otherwise; Fraud is a dummy variable taking the value of 1 if the restatement is classified as a fraud case and 0 otherwise. Bold indicates significance at the 10% level or better. The results for year dummies are omitted for brevity. 87 Table 6 (cont'd) tn-l to t t to t+2 Predicted Variables sign Coeff. t-stat. Coeff. t-stat. Intercept ? 0.04 0.60 0.04 0.58 AShares_Own - 1.33 1.70 0.07 0.17 AExercisable_Options - 1.19 0.53 -6.68 -1.46 AUnexercisable_Options - 1 .74 0.29 -12.96 -2.30 ASize + -0.12 -1.58 0.14 1.29 AB/M - -0.06 -2.46 0.00 0.06 AR&D + -0.24 -0.25 1.62 2.20 ACash_Constraint + -0.39 -1.81 —0.02 -0.09 AEarn_Constraint ? 0.01 0.10 0.03 0.34 ALeverage - -0.83 -3.31 0.03 0. 1 5 AIdiosyncratic Risk + -0.05 -O.56 —0.63 -0.97 ACurrent Return + 0.00 0.03 0.00 0.08 APast Return + -0.12 -3.56 0.04 1.71 ACash Compensation ? -0.02 -1.85 0.03 1.41 ExtantCEO - -0.05 -0.65 -0.12 -1.50 Fraud - 0.1 1 1.49 -0.04 -0.56 n 151 121 Adj. 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U52:52 5d- 8d- 5555. .. €255 mad dmd 858 .. €255 5d- 2 d- 9.5 ., 5.2..th 5d 8d €2|52 .2 5.3 05.95:. .5 52 3d 0.5: 5 .5 d2 wdd 555$. .. .5 5."- 5d- 8:2 * .5 6.83 m .25 93 The regression being estimated is: ACCjt =00 + GICFOjt + a2ASales + a6T- + a7Tx CFO J J + (111zj DCFOjt X CFO jt +08 + a9T- x FASSETjt + alOT- x DCFOJ-t J jt jt Table 8 The Relationship between Change in Conservatism and Change in CEOs' Option Grants + a3FASSET J t + 0.41)c:1=ojt + asDCFO .t x CFOJ-t J where all the variables are defined in Table 2. The benchmark year is Year t. Finn-years that underwent significant M&A activities are excluded. For Panel A, restating firms who hire a new CEO in FY tn-l or FY t are deleted (49 firms). For Panel B, restating firms who hire a new CEO in FY t or FY t+2 are deleted (43 firms). Heteroskedasticity-robust t- statistics are reported. Bold indicates significance at the 10% level or better. Panel A: Change in Conservatism from tn-l tot Top 50% firms Bottom 50% firms whole sample with low Aoption% with high Aoption% Variable coeff. I t-stat coeff. I t-stat coeff. J t-stat Intercept -0.03 -1.01 -0.03 -1.55 -0.03 -0.41 CFO -0.52 -3.99 -0.56 -5.21 -0.56 -2.22 Asales 0.18 1.91 0.14 2.66 0.24 1.36 FASSET 0.00 0.03 -0.01 -0.42 0.01 0.10 DCFO 0.30 2.67 -0.10 -1.24 0.47 2.71 DCFO*CFO 3.49 4.71 0.28 0.85 3.81 5.79 T 0.03 0.82 0.03 1.07 0.01 0.13 T*CFO 0.22 1.43 0.17 1.04 0.34 1.31 T*Asales —0. 1 3 -1.29 -0.17 -1.96 -0. 14 -0.79 T*FASSET -0.06 -0.92 -0.03 -0.91 -0.06 -0.46 T*DCFO -0.27 -2.16 0.09 0.93 -0.44 -2.18 T*DCFO*CFO -3.20 -3.89 -0.61 -0.84 -3.47 -4.70 R-squared 63.55% 24.70% 71.98% No. of total observations 428 214 214 94 Table 8 (cont'd) Panel B: Change in Conservatism from t to t+2 Top 50% firms Bottom 50% firms whole samm with low Aoption% with high Aoption% Variable coeff. I t-stat coeff. [ t-stat coeff. I t-stat Intercept -0.04 -2.28 -0.02 -0.62 -0.05 -2.06 CFO -0.43 -3.69 -0.75 -5.73 -0.27 -1.75 Asales 0.11 2.72 0.10 2.10 0.13 2.17 FASSET 0.00 0.18 0.02 0.77 -0.01 -0.40 DCFO 0.03 0.52 -0.07 -0.70 0.09 1.96 DCFO*CFO 2.1 1 6.37 1.91 4.08 2.32 10.49 T 0.00 -0.04 -0.04 —1.07 0.03 0.93 T*CFO 0.14 0.99 0.62 3.18 -0.11 -0.56 T*Asales -0.05 -O.78 -0.02 -0.20 -0.06 -O.72 T*FASSET -0.02 -l.04 -0.04 -l.66 -0.02 -0.56 T*DCFO 0.00 0.05 -0.02 -0. 15 0.03 0.32 T*DCFO*CFO -1.68 -2.00 ~2.96 -3.33 0.36 0.87 R-squared 23.23% 25.66% 36.43% No. of total observations 318 160 158 95 6050002 03 505235 -2 53055625008502.0203 20:3 20 _0>2 $2 05 8 oocwoficwmm 530202 20m 02200 03 522220.... «5.2 250$:me 20032000: :2: 580%-:Em 20008 33000 05 E 50322? 22: 05 :23 68022 5032:; 35:00 05 =< 023.850 o 0:0 022m 50 02.25220 2 00080352 05 t: _ .20 022, 05 5028 033.2 60500 00852 02:20 05 20>0 2:005 80 00852 05 .«0 :25 05 .3 00220 .80» 08052 2000 80¢ 25080 080502 05 .«0 :25 05 $22. 0220200 2 00:2:me #:082053— .2 .8 12225 05 02 00222285 .2032:me 20082052 05 .20 0.52 05 2 2528253“ ”00550232 3000 05 5 5032.23 32:00 0208 025 00202 _ K 030,—. 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The benchmark year is Year t. Firm- years that underwent significant M&A activities are excluded. Heteroskedasticity- robust t-statistics are reported. Bold indicates significance at the 10% level or better. Panel A: Change in Conservatism from tn-l to t: Fraud Firms vs. Non-Fraud Firms Fraud Non-fraud Variable coeff. ] t-stat coeff. I t-stat Intercept -0.03 -l .5 1 —0.03 -0.72 CFO -0.63 -4.91 -0.54 -3.14 Asales 0.06 1.60 0.26 1.78 FASSET 0.01 0.47 0.00 -0.01 DCFO 0.08 2.53 0.37 2.55 DCFO*CFO 3.51 1.52 3.59 4.84 T 0.06 1.91 0.00 0.10 T*CFO 0.19 1.20 0.33 1.76 T*Asales -0.05 -1.02 -0.23 -l .41 T*FASSET -0.08 -2.01 -0.03 -O.41 T*DCFO -0.02 -0.31 -0.35 -2.26 T*DCFO*CFO -3.90 -1.67 -3.28 -4.09 R-squared 60.68% 65.05% No. of total observations 122 306 100 Panel B: Change in Conservatism from tn-l to t: Table 10 (cont'd) High Restatement Size Firms vs. Low Restatement Size Firms whole sample Top 50% Bottom 50% low restatement high restatement Variable coeff. L t-stat coeffj t-stat coeff.? t-stat Intercept -0.07 -2.13 -0.07 -1. l 1 -0.07 -3.51 CFO -0.45 -3.05 -O.61 -3.16 -0.39 -1.84 Asales 0.08 1.88 0.08 1.08 0.1 1 2.54 FASSET 0.06 1.03 0.1 l 0.92 0.04 1.23 DCFO 0.24 2.83 0.45 2.41 -0.05 -0.87 DCFO*CFO 3.58 6.06 4.06 9.09 0.06 0.20 T 0.07 1.83 0.08 1.08 0.05 1.56 T*CFO 0.16 0.96 0.31 1.37 0.17 0.63 T*Asales -0.04 -0.65 -0.02 -0.26 -0. l 2 -1.21 T*FASSET -0. 12 -1.89 -O.17 -l .31 -0.08 -2.02 T*DCFO -0.18 -1.63 -O.43 -1.84 0.08 0.74 T*DCFO*CFO ~3.20 -4.65 ~3.44 -6.97 -0.59 -0.93 R-squared 78.12% 89.31% 18.18% No. of total observations 372 186 186 101 00309 no _0>0_ £2 05 8 00:00E:w_m 88065 20m 602800 03 85:93 53835520050 300m SE 2223 can 365800—0820: 06058 £000 6 .x: 3 00585 08 0030:? 3035280 =< .3355 303-600 85 no“ 02200 08 30> E0>0 £000 5 OmU 30: a 0:: £033 085 was—30.8 05 =< 0023000 {6002 EmoEcw_m 8030025 85 0.80% 085 m0 :03 mm 606000.000. 05 50¢ 000280 03 2:5 32:35 05 =< .50» E0>0 05 E @0550 00:3 08: 03002300 05 9:50 0.85 $59000 05 :05 0050 8.5 ~905an0 05 :0 35:00 £033 03:80. 33:00 a main .00» Eo>0 £000 08 38838 0000850 m_ 602: 05. .N 030,—. 5 008.00 000 830:? 05 :0 00:3 a... 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E cacao—0 000 003000? on. :0 82.3 0 0 0 0 ..0+ ..O0Ux ..O0UQx ..0..0+ 0 0 ..0 .0 ..0 0 ..0 0 0 .. 0000.X . 00.0+. 0000.00 x 0000+. 00.0.3VA . 000+. .O0Ux . 000+ . 000+ ..0 ..0 m ..0 0 .0 , 0 .0 0 .0 . 0 .0 OmUx OmUD 5+ OLUD 5+ .mem 0.03—£2.05 03> 0:95— 5:53 U 6:00— 107 Table 12 The Relationship between the Accrual Measure of Conservatism and Firm's Performance The regression being estimated is: ACCjt :00 + (XICFOjt + (12ASalesjt + G3FASSETjt + (l4DCFOjt +0.5DCFOjt XCFOjt +a6ROAjt +0.7ROAjt XCFOjt I“ + aSROA jt >< ASales jt + 09110.0jt x FASSETJ-t if; +0.10ROAjt XDCFOjt +a11ROAjt XDCFOjt xCFOjt i' + ControIVar iables + e jt where ACC is total accruals; CFO is operating cash flow; Asales is change in sales; F ASSET is book value of fixed assets; DCFO takes the value 1 if V CFO <0 and 0 otherwise. They are defined in Table 2. ROA is the standardized decile rank of net income before extraordinary items (data18) divided by average total assets (data6). Other control variables include: Leverage is the standardized decile rank of leverage ratio defined in Table 7 Lit is coded one if the firm was in a litigious industry defined in Table 7; MTB is the standardized decile rank of market to book ratio defined in Table 7; Size is the standardized decile rank of average total assets defined in Table7. These control variables also interact with the main variables in the accrual model. Standardized decile rank is determined by first ranking observations each year into 10 groups, and then scaling the ranking by 9. All the financial firms are excluded from the regression, as well as firm- years that underwent significant M&A activities. The sample period is 1997-2006. Pooled regression is used for the estimation. Heteroskedasticity and within firm serial correlation-robust t-statistics are reported. Bold indicates significance at the 10% level or better. 108 Table 12 (cont'd) Variable coeff. I t-stat Intercept 0.00 —1.03 CFO -0.57 -l3.27 Asales 0.05 11.08 FASSET -0.02 -6.47 DCFO 0.05 11.17 DCFO*CFO 0.52 10.52 ROA 0.05 1.39 ROA * CFO 0.35 1.32 ROA * Asales 0.12 8.07 ROA * FASSET 0.01 0.59 ROA * DCFO 0.57 14.37 ROA *DCFO*CFO 0.11 0.42 Leverage 0.00 -0.33 Leverage" CFO -0.09 -l.44 Leverage * Asales -0.02 -1.53 Leverage * FASSET -0.02 -1.79 Leverage * DCFO -0.01 -1.28 Leverage *DCFO*CFO 0.11 1.76 Lit -0.01 -2.57 Lit * CFO 0.04 1.69 Lit * Asales 0.01 1.47 Lit * FASSET -0.01 -1.47 Lit * DCFO 0.02 4.38 Lit *DCFO*CFO -0.02 -O.65 MTB 0.00 0.01 MTB * CFO 0.00 0.19 MTB * Asales 0.00 -0.51 MTB * FASSET 0.00 -0.01 MTB * DCFO 0.00 0.94 MTB *DCFO*CFO 0.00 0.23 Size 0.00 -2.93 Size * CFO 0.00 2.24 Size * Asales 0.00 -4.79 Size * FASSET 0.00 3.51 Size * DCFO 0.00 -5.53 Size *DCFO*CFO 0.00 -5.49 R-squared 49.36% No. of total observations 40442 109 Table 13 The Relationship between Level of Conservatism and Changes of CEO Option and Equity Sensitivities The regression being estimated is: ACC- jt + 0.4DCFO ' =00 + GICFO 't + (leSfliCS 't + GBFASSET Jt J J it + (ISDCFOJ-t >< CFOjt + a6AOptionsen_Rank jt + a7AOptionsen _Rank - x CFO 't + a8AOptionsen_Rank - .1t .1 .1t x ASales jt + a9AOptionsen _Rank jt x FASSET-)-t + alOAOptionsen _Rank jt x DCFOjt + a1 IAOptionsen _Rank jt X DCFOjt X CFOjt + aleEquitysen _Rank jt + a13AEquitysen _Rank jt x CFOj.t + a14AEquitysen _Rank jt x ASales jt + alsAEquitysen _Rank jt x FASSETjt + a16AEquitysen _Rank jt x DCFOJ-t + a17AEquitysen _Rank - 3t x DCFOj,t x CFOjt + ControIVar iables + Sjt where Aoptionsen_rank is the rank of the change of CEO option sensitivity, standardized to the interval (0, 1); AEquitysen__rank is the rank of the change of CEO stock equity sensitivity, standardized to the interval (0, l). CEO Option sensitivity is measured by multiplying the option delta by 1% of the stock price and the number of option held. CEO stock equity sensitivity is calculated by multiplying the number of shares of equity held by 1% of the stock price. All the other variables are as defined in Table 6, and only the three- way interaction terms of the control variables are included. F inn-years that underwent significant M&A activities are deleted. Bold indicates significance at the 10% level or better. Heteroskedasticity-robust t-statistics are reported. 110 Table 13 (cont'd) (i): FY t (ii): FY t+2 Variable coeff. I t—stat coeff. I t-stat Intercept 0.00 -0.09 -0.20 -3.86 CFO -0.90 -1.55 0.50 1.55 Asales 0.57 3.68 0.11 1.10 FASSET -0.07 -1.01 0.04 1.11 DCFO 0.04 0.35 0.02 0.24 DCFO*CFO 9.08 4.83 -1.56 -2.52 Aoptionsen_rank -0.05 -1.04 0.06 1.15 Aoptionsen_rank * CFO 0.86 1.51 -0.28 -0.78 Aoptionsen_rank * Asales 0.24 1.22 -0.11 -0.52 Aoptionsen_rank * FASSET 0.04 0.61 0.01 0.19 Aoptionsen_rank * DCFO 0.18 0.52 0.29 2.18 Aoptionsen_rank *DCFO*CFO -8.89 -1.22 2.15 1.61 Aequitysen_rank 0.07 1 . 19 0.23 2.91 Aequitysen_rank * CFO -0.02 -0.03 -0.95 -2.57 Aequitysen_rank * Asales -0.34 -1.62 -0.01 -O.10 Aequitysen_rank * FASSET -0.09 -l .19 -0. 13 -1.87 Aequitysen_rank * DCFO -O.12 -O.66 -O.75 -4.37 Aequitysen_rank *DCFO*CFO -7.41 -1.38 -1.53 -1.24 leverage_rank *DCFO*CFO 18.09 3.42 —17.74 -14.23 Lit *DCFO*CFO -4.20 -0.92 4.19 4.35 MTB_rank *DCFO*CFO -11.95 -2.78 2.59 10.26 Size_rank *DCFO*CFO -O.59 -0.08 6.22 4.38 R-squared 72.42% 64.56% No. of total observations 138 130 111 mmoo- god- mmm.m- Nmm. .- www.mr Evo- momé- 000003005 omoo wood wovo vooo ooo.o .oo.o .ooo.v €30.00: .000 0.0—0.0-3:”? 00880:?» 009$ Xmom $0.0m 005% 0\0N.No 0\0N.oo 0\0m.mo ..0—0.0000 .02—0.50:.0 030.02. 0\0 wood wood o.o.o vooo m.o.o o.o.o o.o.o ..0—0.0000 ..0—00.00:...w 0.0.3:. mooo mooo- ©.o.o- wood. wood oooo m.o.o ..0—0.0000 ..0—00.0250 .0005. mom mom m . m Nmm .mm vmm N. m 00.0 ..0 67. Ni 0+. 0 .-0 Nu. 75 Nu... ..0000 x .. 00000000+ 0.0000000...+ . .. 0000.00.00 + 002000000 + ..0 000.00 + 0.021.000... u .0ou.0.m .000 ..0m. >0. .00....on 6.00.00 00.00.. n0.0.0.. 000005.00 000 0.00.0000 .0800 Z .N+. .000 ..+. .0 ..0 .N -. . .-0. .N.:. 000.. .:0>0 00.. 00.. 00:0... w0.00.000 00. 0.050000 Ab0co..0000..0o .050250 00. 00..0..0.0 b08050 0.000000. 0.0.0. 0...... 00:0500:=0:=< 0.00—00000.03— 6.0.5.00 0:00.0— $50.03. .00.. 0.0.0.0030 000.00.00.80;— v. 0.0.0... 112 APPENDIX A DEFINITION OF VARIABLES Following Cheng and Farber (2008), I adopt their model to analyze the change in CEO option grants. Prior research finds that CEOs’ stock or option ownership is negatively related to annual CEO option or stock grants: when a CEO’s stock or option ownership is low, the firm tends to award its CEO more option or stock grants and vice- versa (Core and Guay 1999; Bryan et al. 2000). To measure CEO ownership, I use the actual number of shares owned (Shares_Own) and the number of both exercisable (Exercisable_0pti0ns) and unexercisable options (Unexercisable_Options), all scaled by shares outstanding. I predict negative signs on the coefficients of these variables. Core and Guay (1999) argue that the optimal level of equity incentives increases with firm size. The larger the firm, the more complex it becomes, giving rise to agency conflicts. Also, CEOs of large firms tend to be wealthier and need more stock-based compensation to be motivated to work in the interests of shareholders. I therefore predict a positive sign on the coefficient of Size, which I measure as the natural logarithm of sales. Prior literature proposes that because it is difficult for shareholders to determine the appropriate corporate/operational strategy for a growth firm, it is likely that growth firms provide their managers with higher equity incentives to align their interests with those of shareholders (Smith and Watts 1992; Gaver and Gaver 1993; Core and Guay 1999; Hanlon et al. 2003). Consistent with these studies, I use the book-to-market ratio (B/M) and research and development intensity (R&D) to proxy for growth opportunities. I predict a negative coefficient on _B/M and a positive coefficient on R&D. 113 ‘1'— Compared to cash-based compensation, such as salary and bonus, stock-based compensation exerts relatively little pressure on a company’s current cash flow. Thus, firms with cash constraints are more likely to use stock-based compensation (Y ermack 1995; Dechow et al. 1996). I measure cash constraint (Cash_Constraint) as common and preferred dividends plus cash flows used in investment activities minus cash flows from operations, divided by total assets. I predict a positive sign on the coefficient of this variable. Prior literature argue that firms with earnings constraints (Earn_Constraint) are also more likely to use option-based compensation, especially prior to FAS 123R (fiscal 2006) when option-based compensation was not required to be expensed. I use a dummy variable to indicate firms with an operating loss. However, the empirical evidence on the relation between Earn Constraint and stock-based compensation is mixed (Y ermack 1995; Core and Guay 1999; Bryan et al. 2000). Thus similar to Cheng and Farber (2008), I make no directional prediction for the coefficient on this variable. If a CEO’s stock-based compensation induces risk-taking, then shareholders receive a benefit over debtholders. It follows that shareholders will bear this debt agency cost in the form of higher interest. Therefore, stock-based compensation will be negatively related to debt. In addition, debt financing also serves as a monitoring mechanism that can reduce the need for stock-based compensation. Consistent with these arguments, Bryan et al. (2000) identify a negative relation between incentive-intensity and leverage. I measure Leverage as long-term debt divided by total assets and predict a negative sign on the coefficient of this variable. 114 Prior research finds a positive relation between equity incentives and a firm’s idiosyncratic risk (Idiosyncratic Risk) (e.g., Core and Guay 1999; Hanlon et al. 2003). When the uncertainty surrounding a firm’s performance is higher, it is more difficult for shareholders to monitor managers, thus making it more likely that the firm will use option-based compensation to motivate managers. I measure idiosyncratic risk as the standard deviation of the residual from the market model over the prior 12 months and predict a positive sign on its coefficient. Prior research finds a positive relation between a firm’s current returns (Current Return) and CEO compensation (Hanlon et al. 2003), consistent with CEOs being compensated for good firm performance. Hanlon et al. (2003) also find that firms with greater lagged stock returns (Past Return) grant more stock options to their CEOs. I use these variables and predict positive signs on their coefficients. With greater cash compensation - a proxy for outside wealth -managers can reduce their risk-aversion through better diversification, thus reducing the need for using options grants to encourage managers to invest in risky projects (Guay 1999). In support of this prediction, Hanlon et al. (2003) find that firms with greater CEO cash compensation (Cash Compensation) grant fewer stock options. However, as proposed in Cheng and Farber (2008), this relation can be positive as firms might award managers additional cash compensation to offset the additional risk they bear through increased option grants. I therefore do not predict a sign on the coefficient on this variable. Prior studies show that a restatement is frequently associated with CEO turnover (e.g., Desai et al. 2006). As proposed in Cheng and Farber (2008), new CEOs might prefer more cash-based compensation in lieu of stock-based compensation because of the 115 risk of further decline in the company’s stock price subsequent to the restatement. On the other hand, because new CEOs likely have a lower level of ownership in the company than former CEOs, restating firms may actually award new CEOs more Option grants than those given to former CEOs. Finally, it is also possible that restating firms are more likely to reduce option grants for extant CEOs than for new CEOs as a punishment for the wrongdoings associated with the restatements. But as documented in Cheng and Farber (2008), both restating firms with CEO turnover and those without CEO turnover are equally likely to reduce their CEO option grants after the announcements. To test these effects, I include a dummy variable, ExtantCEO, which takes the value of 1 if the restating firm retains its CEO during the period examined and 0 otherwise. I predict a negative sign on the coefficient of this variable as an indication of the punishment effect associated with the restatements. Finally, I examine whether the nature of restatements is associated with the changes in CEO option grants. 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