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22,3 CEO turnover around earnings
restatements and fraud
Judy K. Land
180 School of Business, North Carolina Central University,
Durham, North Carolina, USA
Abstract
Purpose – This paper aims to examine whether restatement firms with certain restatement
characteristics are more likely to have chief executive officer (CEO) turnover within a year of the
restatement announcement, and whether these same firms are later subject to regulatory action by the
US Securities and Exchange Commission.
Design/methodology/approach – The empirical analysis uses a logistic regression to test a
sample of firms that restated earnings during the years 1996-1999.
Findings – The results show significant associations between measures of the severity of earnings
restatement and the probability of CEO turnover. Also, restatement firms with CEO turnover are more
likely to be issued an SEC Accounting and Auditing Enforcement Release in the years after the
restatement, indicating that financial fraud has occurred.
Research limitations/implications – The results may not generalize to a more recent time period
because the sample of firms is from the 1996-1999 time period.
Originality/value – This study provides a link between CEO turnover and restatement
characteristics within a sample of restatement firms.
Keywords Earnings, Chief executives, Employee turnover, Financial reporting, Fraud,
United States of America
Paper type Research paper
1. Introduction
In the USA, the tremendous number of earnings restatements by US firms in the past
years has been the subject of much discussion by both the popular press and by the
officials at the Securities and Exchange Commission (SEC) (Turner, 2002). The popular
press contains many articles on firms that face enormous pressures from Wall Street to
maintain stock prices and to meet analyst forecasts. As restatements generally report
bad news such as profits turning to losses, overstatements of revenues, and other
accounting irregularities, the consequences of restatements are often severe (Palmrose
et al., 2004a, b). A firm restatement is often followed by a change in chief executive
officer (CEO) or other top manager. In press articles, the change in management is often
blamed on the restatement. Anecdotal evidence suggests that for some firms, the CEO
turnover is related to the accounting restatement, as the following excerpt illustrates:
Shares of the Scotts Co.’s stock slid 7.7 percent yesterday after the lawn-care company
reported its 1995 earnings had to be scaled down and that Theodore J. Host, president and
chief executive, had resigned. Chairman Tadd C. Sietz, the former chief executive, was named
interim head of the Marysville, Ohio-based company. He acknowledged that the earnings
restatement “was certainly a factor” in Host’s resignation (Williams, 1996).
Pacific Accounting Review
Vol. 22 No. 3, 2010
pp. 180-198 The author gratefully acknowledges the helpful comments of Jeff Abarbanell, Raghavan
q Emerald Group Publishing Limited
0114-0582
Iyengar, Mark Lang, and Ira Weiss. This paper is based on the author’s dissertation at the
DOI 10.1108/01140581011091666 University of North Carolina at Chapel Hill.
While the academic literature in accounting and finance has extensively studied CEO CEO turnover
turnover, not many have made a direct connection between the characteristics of a
financial accounting “event” such as a restatement and the probability of CEO
turnover. This paper investigates whether the characteristics of earnings restatements
influence the probability of CEO turnover. It empirically tests whether there is a link
between the type and severity of an accounting error restatement and the firing or
resignation of the top manager of a firm. While other consequences of restatements are 181
also significant, resulting in large negative market reactions, an increase in the cost of
capital (Hribar and Jenkins, 2004), and lower overall earnings quality (Wu, 2002;
Anderson and Yohn, 2002), one can argue that one of the most significant
consequences of a restatement is the replacement of its CEO, as it can be quite costly
for a firm to replace its top manager. This paper attempts to show that there are factors
related to the restatement that can predict which restatement firms will have a change
in CEO, and identify the specific factors that matter the most in predicting the
turnover.
This study also addresses whether evidence in a restatement is likely to result in
management change when the likelihood of fraud is highest. When internal controls
and monitoring mechanisms are weak or have failed, an accounting restatement could
be the first indication that accounting fraud has occurred. If the restatement
announcement provides evidence consistent with higher levels of earnings
management such as a large error in previously reported net income, it is an
empirical question whether this leads to a higher chance of a management change as
boards may facilitate this change in the interest of stockholders and other interested
parties. In addition, after finding the factors that are most likely to influence the CEO
turnover event, the analysis tests whether the firms that have a change in CEO are also
likely to be issued a SEC Accounting and Auditing Enforcement Release (AAER),
indicating that there is some validity in the firm’s decision to change CEOs. Last, there
is a test of whether the time from the restatement announcement to the CEO turnover
announcement is related to restatement characteristics. Although Desai et al. (2006)
and others (Agrawal and Cooper, 2007), show that restatement firms more often
experience management turnover than non-restatement firms, they generally do not
attempt to determine what factors in a restatement may be associated with the
turnover. As restatement characteristics have been shown to be associated with other
consequences of restatements such as the market reaction to the announcement of a
restatement (Palmrose et al., 2004a, b) and director turnover (Srinivasan, 2005), they
may also contribute to the event of CEO turnover.
The sample includes 230 US firms that restate earnings. In total 45 percent of
sample firms have a change in CEO within a year of the restatement. The results in this
paper provide support for the hypothesis that certain types and characteristics of an
error restatement increase the likelihood of CEO turnover after the restatement.
Measures that describe the severity of a restatement such as the length of time a
restatement period covers and whether a restatement is revenue related can increase
the probability of CEO turnover for restatement firms. Unlike the prior papers on
turnover, these results indicate that within the sample of restatements, there is
variation in the probability of turnover. This finding is consistent with the idea that
when the expectation of fraud is highest, managers are likely to lose their jobs, an idea
that the results of Hennes et al. (2008) also support. In addition to this, tests show that
PAR when CEO turnover occurs in relation to more severe restatements, fraud is more likely
22,3 to occur in these firms, as these firms are more likely to be subject to an AAER by the
SEC in the years following the restatement. Last, since the sample of firms includes
restatements and CEO turnover, an analysis with this subsample of firms indicates
that the time between restatement and turnover is significantly associated with several
restatement characteristics and also with firms that are later issued AAERs. Unlike the
182 findings of other related papers, I find that the firms’ restatement characteristics do
matter in predicting CEO turnover, and that the firms with CEO changes are the ones
that are later subject to regulatory enforcement. This paper contributes to the existing
literature and can provide evidence for settings where there are no sweeping
governance changes like those implemented in the USA after the passage of the
Sarbanes-Oxley Act (SOX).
The paper is organized as follows. Section 2 discusses prior literature on
restatements and CEO turnover, and the motivation for this paper. Section 3 discusses
the hypothesis development and Section 4 presents the research design. Section 5
describes the sample selection procedure used to gather the data. Section 6 presents
descriptive statistics and section 7 discusses regression results. Section 8 includes an
additional analysis, Section 9 provides robustness tests and Section 10 concludes.
3. Hypothesis development
The objective of this paper is to investigate whether certain characteristics of earnings
restatements lead to the increased probability of CEO turnover. CEO turnover in this
paper is defined as a CEO or president of a firm that loses his job as a result of firing, CEO turnover
resignation, or a change in leadership. The majority of the firms with CEO turnover
occur after a restatement (74 percent) and a number of firms (26 percent) experience
turnover prior to the restatement. In the empirical literature on restatements, studies
have investigated the market reactions to the announcement of restatements. Both
Palmrose et al. (2004a, b) and Anderson and Yohn (2002) document that the nature and
type of restatement influences the subsequent market reaction to the announcement of 185
the restatement. Specifically, Palmrose et al. (2004a, b) find that the market reaction to
the restatement announcement is associated with fraud, larger negative income
restatements, auditor-initiated restatements, and the pervasiveness of the restatement.
Anderson and Yohn (2002) document that there is a significantly larger negative
reaction for firms with revenue recognition problems, and that the amount of the
income restated is also associated with the announcement returns. Srinivasan (2005)
finds that the severity of the restatement increases the probability of board turnover.
Because variables describing earnings restatements have a documented association
with certain consequences of restatements, these characteristics may also be useful in
predicting the likelihood of other important events such as management turnover. It is
also likely that the more severe the restatement, the higher the probability of fraud and
the more serious the accounting problem. Similar to Palmrose et al. (2004a), which
studies stock price reactions to restatements, this analysis uses two measures of the
severity of the restatement. The first is duration and the second is magnitude. Duration
is calculated by measuring the number of quarters over which the firm restates.
Magnitude is defined as the absolute value of income restated as a proportion of total
assets. Both these measures are an indication of the degree of the accounting error
involved in a restatement. Prior literature has already shown that the more serious and
larger the error is, the larger the stock market reaction is to the announcement of the
error (Palmrose et al., 2004a, b). I expect that the error amount and time periods
included in the restatement will affect the consequences for firms’ management. I
hypothesize that the larger the error amount and longer the time periods included in
the restatement, the higher the likelihood of CEO turnover.
Most earning restatements are initiated by firms’ management, and many occur
after a review or investigation of accounting policies. For other firms, however, the
restatement is initiated by either the auditor or by the SEC. Prior literature has
documented that the initiator of the restatement affects the market reaction to the
announcement of the restatement. Specifically, it documents that the market
consequences are different depending on who initiated the restatement. Palmrose et al.
(2004a, b) find that auditor initiated restatements are perceived as negative signals by
the market because the expected cost of monitoring increases when auditors initiate a
restatement. Similarly, the expectation is that for firms where the auditor initiated the
restatement, the probability of turnover will be higher. This study uses an indicator
variable equal to one if the restatement is auditor initiated. Firms in the sample time
period also had restatements that were initiated by the SEC. Because many of these
firms had restatements that were perceived as more technical in nature, the
consequences of these restatements are not as severe. For these firms, I also use an
indicator variable equal to one for the restatements initiated by the SEC and predict
that firms are less likely to have CEO turnover if the restatement was initiated by the
SEC.
PAR Another characteristic of a restatement that gives us information on the importance
22,3 of the accounting problem is whether the restatement involves revenue. For the
restatements that primarily relate to revenue recognition issues, the restatement calls
into question the reliability of the historical accounting numbers as well as the growth
and profitability of the future, and may indicate a more serious problem for the
company. Revenue recognition violations of GAAP are also the number one reason for
186 Accounting and Auditing Enforcement Releases, as shown in a paper by Dechow et al.
(1996). Anderson and Yohn (2002) and Wu (2002) find that this type of restatement is
significantly negatively related to the market reaction to the restatement
announcement. I predict that revenue-related restatements will result in a higher
likelihood of CEO turnover.
As the above variables may result in large market reactions on the day of the
announcement of the restatement, I also include the cumulative stock market reaction
around the announcement. This variable, CAR1, is measured using the market model
and then calculating cumulative abnormal returns from day 2 1 to day þ 1 around the
announcement of the restatement. Although this variable is not related directly to the
restatement, it is one of the consequences of the restatement that may have bearing on
whether or not a manager loses his/her job. To calculate abnormal returns, the market
model used is the following:
E ð Rit Þ ¼ ai þ bi Rmt
where:
E(Rit) is the expected return for firm i; and
Rmt is the equal weighted market return.
For the firms in the sample, parameter estimates for each firm are estimated using
CRSP daily data from [2 250, 2 151] days prior to the restatement event date.
Next, for the abnormal returns for each firm, the following equation is calculated
where parameter estimates from above market model are used:
ARit ¼ Rit 2 ai þ bi Rmt
where:
ARit is the abnormal returns; and
Rit is the actual return.
Palmrose et al. (2004a, b) have shown that the market reaction to restatements are
significantly associated with fraud, income decreasing restatements, and those
attributed to the SEC or firms’ management. Hennes et al. (2008) also use a similar
measure for announcement returns in their paper, and find that substituting the
abnormal returns measure for their severity measure is significant in explaining
management turnover. I predict that the lower the return around the event of the
restatement, the higher the likelihood of CEO turnover.
In addition to the analysis of the characteristics of the restatement, an important
question that arises from the above analysis is whether firms with more severe
restatements that changed CEOs are likely to have engaged in fraud. To measure
fraud, I include a fraud variable that is equal to one if the firm is subject to an AAER CEO turnover
related to the firm restatement in the years following the restatement and zero
otherwise. Palmrose et al. (2004a, b) find that firms restating earnings from fraud suffer
much larger market reactions than those that do not involve fraud. Collins et al. (2009),
find a higher likelihood of firms subject to an AAER for firms with CFO turnover. I
predict that the fraud variable will have a positive relation to the likelihood of CEO
turnover for restatement firms. 187
Control variables
In addition to the variables above that are attributed to the restatement firm, I also
include control variables that have been associated with management turnover in the
literature. Warner et al. (1988) finds that past stock returns are a better predictor of CEO
turnover than absolute performance. Consistent with the literature on CEO turnover, I
include a measure for past return performance, Preterns. Similar to the calculation of
announcement day returns (CAR1), market model parameters are estimated for each
firm as explained above, and the sum of the abnormal returns is calculated from 150 days
to 30 days prior to the announcement of the restatement (Preturns). Denis and Denis
(1995) also show that forced resignations of top managers are preceded by declining
stock returns and decreasing operating income as a fraction of total assets. Weisbach
(1988) and Murphy and Zimmerman (1993) document poor performance as measured by
changes in earnings prior to executive changes. For the earnings performance measure, I
calculate the variable EarnCh, which is defined as the change in earnings (current net
income minus past year’s net income) divided by lagged total assets. As an additional
measure of firm performance, I include return on assets, Roa. Last, as a control for size, I
include total assets, Tas. As additional controls, corporate governance variables may be
considered for future studies, as they are not included in this paper.
4. Research design
The logistic regression takes the following form:
PRðCEO turnover ¼ 1Þ ¼ f Þa0 þ a1 Magnitude=Duration þ a2 Audcause þ a3
SEC þ a4 Revr þ a5 Car1 þ a6 EarnCh þ a7 Roa þ a8 Preturns þ a9 Tas þ a10 FraudÞ
where:
CEOturnover ¼ 1 for CEO turnover and 0 otherwise.
Magnitude ¼ absolute value of amount of income restated divided by total
assets.
Duration ¼ number of quarters of restatement, where one quarter is 0.25.
Audcause ¼ 1 if auditor initiated restatement and 0 otherwise.
SEC ¼ 1 if SEC initiated restatement and 0 otherwise.
Revr ¼ 1 if revenue related restatement and 0 otherwise.
CAR1 ¼ cumulative abnormal returns (2 1, þ 1) around the announcement
of restatement.
PAR EarnCh ¼ current year’s net income minus past year’s net income divided by
22,3 lagged total assets.
Roa ¼ current year net income divided by lagged total assets.
Preturns ¼ cumulative abnormal returns from days (2 150, 2 30) before event
of restatement announcement.
188 Tas ¼ total assets.
Fraud ¼ 1 if SEC issues an AAER related to the firm restatement and 0
otherwise.
6. Descriptive statistics
Table II provides descriptive statistics for the sample firms. The sample statistics
indicate that for firms that have CEO turnover around the restatement, there are
significant differences in the means and medians of the Magnitude and Duration of the
restatement. Firms with turnover consequences restate larger amounts of net income
as a proportion of total assets, and also restate for longer time periods. Firms that have
turnover also have a significantly higher proportion of firms that have revenue related
restatements. The significant differences between these variables are consistent with
the idea that these restatements are a much more serious event for firms that have a
change in CEO.
1996 12 14 26
1997 27 26 53
1998 36 31 67
1999 52 32 74
Total firms 127 103 230
Table I.
Note: CEO turnover is defined by a CEO who leaves a firm within 12 months of a restatement Firm characteristics
Figure 1.
Histogram of CEO
turnover date relative to
restatement date
PAR
CEO turnover No CEO turnover
22,3 Mean Median Mean Median T-stat p-value Z-stat p-value
Correlation coefficients
CEO turnover
Table III.
191
PAR indicating that the severity of the restatement is associated with the market
22,3 consequences of the restatement.
7. Results
The logistic regression results for the sample of firms with turnover are reported in
Table IV, separately for the two measures of severity, Magnitude and Duration. The
192 regression is first estimated without control variables to determine whether
restatement characteristics by themselves are likely to be significant in the
regression. Results show that the likelihood of CEO turnover increases with both
measures of severity of the restatement, as coefficients on Magnitude and Duration are
positive and significant. Contrary to the results found in Agrawal and Cooper (2007),
the severity of the restatement is likely to result in CEO turnover. Both measures of
severity, the amount restated and the number of periods involved, indicate that the
accounting restatement involved is likely to be a significant one. With respect to the
other restatement characteristics, it appears that the coefficient for auditor caused
restatements is positive in both regressions, but only significant in the one with
Magnitude. For SEC-related restatements, although coefficients are negative in both
regressions, only the one with Duration is significant. The SEC was involved in many
of the restatements that were related to in-process research and development starting
in 1999. It has been shown that these restatements were not as serious and resulted in
smaller event day returns (Palmrose et al. (2004a, b)). Also, these types of restatements
tend to be income-increasing restatements and the consequences of these restatements
have been shown to be different from income-decreasing restatements (Srinivasan,
2005; Myers et al., 2003). Revenue-related restatements are also positive in both
regressions, but only significant in the regression with Magnitude. Last, a variable that
Coefficient
n p-value n p-value
Coefficient
n p-value n p-value
Coefficient
n p-value n p-value
þ a6 Car11 þ a7 Fraud
where Time ¼ the number of days between the restatement announcement date and
CEO turnover announcement date.
The purpose of this regression is to determine whether the timing between
restatement and CEO turnover announcement date is related to the characteristics of
the restatement. In this regression, the sample of firms is composed of only the firms
that experienced CEO turnover within the year of the restatement. For this regression, I
predict that the time between the restatement date and the turnover date should be
negatively related with the severity of the restatement (as measured by Magnitude and
Duration), negatively related to auditor caused restatements, revenue related
restatements, fraud, and positively related to SEC caused restatements.
Results are reported in Table VII. I find that although the severity of the restatement
as measured by Magnitude has a negative coefficient as predicted, the coefficient is not
significant. The coefficients on Revr and CAR1 are both negative, as expected, but also
insignificant. The coefficient on Duration is positive and significant, contrary to
predictions. For the Audcause variable, the coefficient is positive and significant,
contrary to predictions. It appears that for auditor initiated restatements, there is a
longer time period between the turnover announcement and the restatement
announcement. Since the number of firms drops to 103, it may be that there is not
as much variation in firms that had both restatements and turnover, and that by
increasing the sample size, I might find stronger results. Importantly, for the Fraud
variable, the coefficient is negative, as predicted, and highly significant, consistent
with the idea that for firms that commit fraud, the faster the CEO turnover occurs, the
more likely that the turnover is related to the restatement event.
9. Robustness checks
Alternative specifications of the model were implemented to determine robustness of
the results in the paper (results not tabulated). Gilson (1989) found that
financially-distressed firms are likely to result in managerial turnover. As an added
control, I use a proxy for leverage, measured by long-term debt divided by total assets,
and include it in the regression. After running the regression, the coefficient on
leverage in the logistic regression is 0.82 ( p-value 0.34, pseudo r-square 24 percent)
indicating that there is no association between leverage and turnover. With the
addition of leverage, the sample size decreases to 205, but the results are consistent
with previously reported results, with the variables Duration, SEC, and CAR1 still in
the same predicted direction and significant. In another test, I include an additional
PAR
Coefficient
22,3 n p-value n p-value
measure in the logistic regression to determine whether the direction of the restatement
matters. Adding this additional variable, however, does not change any of the results
found in Table VI, as all variables are the same in direction and significance, and the
variable on the direction of the restatement is also insignificant.
To address multicollinearity issues, I include a test for multicollinearity by running
an ordinary least squares (OLS) regression of my model (instead of the logistic
regression), and implement the variance inflation factor (VIF) test. The VIF statistics in
the regression range from 1.05 to 1.86, and since all the VIF statistics are fairly low, the
results do not indicate the existence of multicollinearity.
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