EARNINGS MANAGEMENT AND CROSS LISTING IN BRAZIL Alexsandro Broedel Lopes* Associate Professor – University of São Paulo PhD Student – Manchester Business School [email protected] phone: 55 11 3091-5820 Yhurika Tukamoto Instituto Superior de Educação - CERES Fernando Caio Galdi Assistant Professor – FUCAPE Business School [email protected] phone: 55 27 4009-4433 ABSTRACT In this paper we investigate the impact of cross listing and of adjustments to US GAAP on the earnings management practices of Brazilian firms. The institutional environment in Brazil is characterized by poor investor protection and uninformative accounting numbers. In this environment firms with better prospects could try to opt out of the country’s poor institutional environment and to commit themselves to superior governance systems by cross-listing in the US. However, these firms continue to face an institutional environment at home that does not provide incentives to the production of credible and informative financial reports making the impact of cross listing on the properties of accounting reports an interesting research question. We investigated earnings management practices of cross listed Brazilian firms using numbers prepared under US and Brazilian GAAP and also compare earnings management practices of cross listed versus non-cross listed firms using numbers prepared according to Brazilian GAAP. Using five proxies of earnings management commonly used in the literature we found evidence that neither cross listing nor adjustments to US GAAP have a significant impact on earnings management for our sample of Brazilian firms. JEL classification: G14, G15, M41 Key Words: Earnings management. Cross listing. ADR. Brazil 1 INTRODUCTION This paper investigates the effects of cross listing and adjustments to US GAAP on the earnings management practices of Brazilian firms. First, we examine whether cross listed Brazilian firms present lower levels of earnings management than not cross listed firms. Second, we investigate whether accounting reports prepared under US GAAP present lower levels of earnings management than reports prepared under Brazilian GAAP for the sample of cross listed firms. This research design allows us to identify the marginal effects of cross * Corresponding author. Av. Prof. Luciano Gualberto, 908 – FEA 3, São Paulo, Brazil – 05508-900, [email protected]. We would like to thank Martin Walker, Fábio Moraes, Nelson Carvalho and Iran Lima for useful comments. Alexsandro wants to thank FIPECAFI and CNPq for financial assistance in conducting this research. Fernando wants to thanks FAPESP and FIPECAFI for financial assistance in conducting this research. listing and of adjustments to US GAAP on earnings management. Our sample originates from Brazil because Brazilian firms have strong incentives to opt out of the country’s poor institutional environment and to commit themselves to superior governance models at the same time that they face a local environment inimical to the informativeness of financial reports. A natural question arising is which of these factors has a greater role in shaping the actual level of earnings management. There is a significant literature trying to explore the impact of the actual incentives managers face on the properties of accounting reports. This literature (Ball et all 2000; 2003) has shown that the properties of accounting numbers do not depend solely on standards and regulations but also on the incentives managers face to produce informative numbers. Ball et all (2000) have shown that common law countries with developed debt and equity markets (outsider model) present more conservative and informative accounting reports than code law countries with credit oriented financial systems (insider model). Ball et all (2003) also demonstrated that beyond accounting rules economic incentives do play a major role on the determination of the ‘quality’ of accounting statements using a sample of firms from four East Asian countries which despite being inserted on the common law tradition do not provide the actual economic incentives that informative accounting reports need to flourish. This literature examines the incentives firms face to produce accounting reports at the country level without an explicit consideration to firms’ specific features. As a contribution to this debate, Houlthausen (2003) comments that firms with good economic prospects immersed in countries with poor institutional environments could find attractive to opt out of their countries’ poor environment and ‘borrow’ more strict accounting and governance rules in order to be able to attract foreign investors. Cross listing seems to be an effective way for these firms to bind themselves to governance models that provide superior investor protection. Supposedly, these superior firms (cross listed ones) located in poor institutional countries would have the appropriate incentives to produce informative accounting reports. Houlthausen (2003) argument does not take into account, however, that cross listed firms may not have the adequate incentives at home to produce informative reports. The incentives to produce more informative reports to attend foreign demand have to be considered against the incentives firms face locally. Basically, we have two arguments posing into different directions regarding the impact of cross listing on earnings management. On the pro side cross listed firms have the incentives to provide less manipulated earnings in order to attract foreign investors and to report higher earnings quality. On the con side these firms do not posses - at home - the appropriate incentives to report more credible numbers. The economic environment in Brazil does not provide significant incentives to the production of informative and credible financial reports for several reasons. First, Brazil has been classified as a poor enforcement, legal regime and transparency country (Durnev and Kim, 2005). Brazilian financial markets are undeveloped and financial contracting operates under extremely inimical conditions (Anderson, 1999). This setting provides the incentives for some Brazilian firms to look abroad to attract foreign capital 1 . Second, the Brazilian accounting model complies negatively with the Ali and Hwang (2001) criteria for accounting informativeness. As Lopes (2006) has shown, Brazilian accounting system is (i) usually classified under the socalled Continental model (Nobes, 1998), (ii) the government issues all accounting rules and professional bodies do not have any de facto power to influence standards, (iii) Brazilian firms rely on private deals to obtain funding which clearly reduces the informativeness of 1 This is exactly what happens: Brazil is the emerging market with the highest number of American Depositary Receipts issuers (second higher issuer country) and the participation of foreign investors in Bovespa is constantly increasing moving from 25% in 2001 to 35% of the volume traded in 2006. The average daily volume traded in Bovespa for the year ended on December 31st, 2006 was above US$ 1.1 billion, what makes Brazil the biggest capital market in Latin America. accounting reports (Leuz and Wusteman, 2004), (iv) ownership concentration is very high on small public debt and equity markets. Third, Brazilian managers have considerable discretion on how to prepare accounting reports. Brazilian managers have the option to capitalize or not research and development costs, can revaluate fixed assets, do not have to provide statement of cash flows and can make prior period adjustments without restate prior financial statements. This high level of discretion combined with a poor institutional environment and low level of monitoring creates a fertile ground for earnings management to emerge. This scenario provides an interesting opportunity to test which factor dominates in terms of forging the properties of accounting reports: cross listing and external demands versus local incentives. To investigate these questions we split our sample into four groups: the first one consists of Brazilian firms listed on the São Paulo Stock Exchange (BOVESPA) that do not posses ADRs traded on the New York Stock Exchange (NYSE) and the second group is composed of firms listed at BOVESPA that have ADRs traded on the NYSE. We test earnings management using accounting reports prepared under Brazilian GAAP for these two sets of firms. Additionally, we test earnings management metrics for cross listed firms using reports prepared under Brazilian GAAP (third group) and US-GAAP (fourth group). Those cross listed firms have to present financial statements locally according to Brazilian GAAP and based on US-GAAP to comply with SEC regulations. This set of Brazilian firms (groups three and four) provides a good opportunity to test whether adjustments to US GAAP improve the quality of accounting numbers since this is the only factor to differentiate the numbers used to compute the earnings management metrics. We used the same four metrics of earnings management as proposed by Leuz et all (2003) plus an additional measure. Our results show that there are no significant differences between the earnings management metrics over the four samples. These results indicate that cross listing and adjustments to US GAAP do not impact significantly the level of earnings management in Brazil. These results also suggest that local factors seem to be the major influence over the preparers of financial statements. Recently, Lang et all (2006) show that cross listed firms present higher earnings management figures than comparable American firms. They also show that earnings management is higher for firms located in countries with weak investor protection. Our paper contributes to this literature by comparing earnings management activities of a sample of Brazilian firms cross listed and not cross listed (using numbers prepared under Brazilian GAAP) and by comparing numbers prepared under US and Brazilian GAAP for the cross listed firms. Our research design allows us to investigate the marginal effects of cross listing and of the use of an alien set of accounting rules (US GAAP) on earnings management. Our results show that listing on a ‘better’ corporate governance regime is not sufficient to increase the quality of a firm’s accounting numbers. On the same way that the use of a supposedly superior set of rules (US GAAP for the cross listed firms) also does not impact significantly on the properties of accounting reports. Despite being traded at the NYSE these Brazilian firms continue to show high levels of ownership concentration, poor investor protection and all other features commonly associated with poor governance practices. Basically, cross listing did not change manager’s incentives to report. Once the incentives are the same the properties of accounting numbers do not change. Our results support the argument and the results presented by Lang et all (2006) and suggest that the additional SEC oversight does not compensate for the effect of local incentives on preparers. Our paper also contributes to a related strand of the literature related to cross listing. Siegel (2005) argues that the level of SEC actual enforcement over cross listed firms is relatively small when compared to American firms and shows that jurisdiction and priorities reduces the will of the SEC to pursue claims against foreign registrants. Frost and Pownall (1994) also show that disclosure enforcement by the SEC is significantly lower for ADR issuers than for local firms and found evidence of noncompliance with annual and interim reporting requirements. These results question the actual degree of “legal bonding” by cross listed firms (Coffe, 2002) and suggest that listing in the US may entail some level of “reputational bonding” instead of legal bonding. These results emphasize the importance of differences in managerial incentives and regulatory environments to explain the actual differences in reported accounting figures. Our results show that Brazilian firms face a combination of pressure to manage earnings in the local market, relaxed oversight of the local accounts and reduced scrutiny by the SEC as Lang et all (2006) report for their sample of foreign registrants. These results suggest that local forces are the main factors driving the actual choices managers make in terms of the properties of financial reports. For accounting regulators our results show that imposing a new set of accounting rules (US-GAAP on Brazilian firms) on a high discretionary accounting environment where managers do not have the economic incentives to report credible accounting numbers does not affect the properties of actual financial reports being produced. Our results suggest that in order to change the properties of accounting numbers it’s necessary to modify the economic incentives involved in their production. These results have strong implications to the current debate over the convergence of accounting standards towards a common set of rules and regulations. As previously noted (Ball, 2006) the imposition of a supposedly superior set of accounting standards2 over a population of firms that do not have the incentives to produce informative accounting standards is not likely to produce de facto more informative numbers. Our results show that earnings management metrics are similar for statements prepared under US and Brazilian GAAP showing that the marginal effect of the accounting rules ceteris paribus is insignificant. These results support previous research (Ball et all, 2003) which shows that for a sample of firms from countries which are influenced by Anglo-Saxon accounting rules (British and IFRS) the properties of accounting reports are similar to what is found on code law countries. This happens because firms in those countries, despite being influenced by Anglo-Saxon standards, do not have the incentives to prepare informative accounting reports. Our results suggest that the same phenomenon happens for our sample of Brazilian firms. Despite having to comply with US rules they do not face the actual incentives to present less earnings management than their counterparts that do not report under US rules. Another contribution of this paper is to the current debate about the listing requirements demanded by American Securities and Exchange Commission on foreign firms. These requirements are designed to improve the quality of information provided to investors in the US and assume that local GAAP are of inferior quality. Our results do not support such a claim and show that, at least in terms of earnings management, the outcomes do not differ significantly. These results are not comprehensive enough to claim that SEC requirements do not add value to American investors. However they show that cross listing and US GAAP rules alone do not reduce the level of earnings management presented by Brazilian firms. From an investor’s perspective our results emphasize the importance of being cautions in comparing US GAAP statements of American firms with adjusted data from Brazilian firms. Our results show that the level of earnings management observed in numbers prepared under Brazilian GAAP is similar to the level observed in reports prepared under US GAAP. As Lang et all (2006) show this level is significantly higher than the level presented by American firms. We do not make this comparison directly but our results suggest the same. The remaining of the paper is organized as follows. Section 2 reviews the literature and motivates the paper; Section 3 presents the models used to measure earnings management. Section 4 presents the results and Section 5 concludes the paper. 2 He is referring to International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) but the main argument extrapolated to other situations alike. 2 LITERATURE REVIEW AND MOTIVATION Earnings management is intrinsically related to earnings quality. Earnings management is defined by Schipper (1989) as a deliberate intervention in financial accounting process in order to provide (usually for managers3) some private gain. Burgsthaler and Dichev (1997) show how earnings are managed to avoid earnings decreases and losses as an example of one motivation affecting manager’s behavior. Leuz et all (2003) argue that earnings management arise to mislead some stakeholders or to influence contractual outcomes. Dechow and Schrand (2004) relate earnings quality to three desirable features of earnings: i) to reflect current performance, ii) to be useful for predicting future performance and iii) to accurately annuitize intrinsic firm value. Hence, earnings management clearly decreases earnings quality (Dechow and Schrand, 2004). Earnings management can be implemented by manipulating real transactions or accruals. Some authors have focused on real transactions manipulations (Hand, 1989; Bartov, 1993; Dechow and Sloan, 1991) but the main focus of the earnings management literature has been on accrual manipulations. However, accrual manipulations are difficult to measure from outside the firm. In this context several metrics for earnings management based on aggregate accruals have been proposed by the literature. Healy (1985) and DeAngelo (1986) apply total accruals and first-differences in total accrual as proxies for management discretion over earnings. Jones (1991) designed a model that relaxes the assumption of constant nondiscretionary accruals and estimates the discretionary accruals as the residuals of a time series regression between total accruals and changes in revenues and PP&E. Dechow et all (1995) modify the Jones Model by including the changing of accounts receivable and found better empirical results than previous models. The main criticism of these models is that they do not control for growth as accruals may not move one for one with sales and PP&E (Dechow and Schrand, 2004). Despite its limitations this literature has come into terms that earnings management is an undesired feature of accounting numbers and that its occurrence should be detected. Earnings management impact negatively the usefulness of accounting numbers as inputs into corporate governance arrangements. If earnings are manipulated, outsiders will have to use other tools to monitor managers. Credible reported earnings are essential to monitor performance and consequentially to be used on contractual arrangements between managers and firm’s stakeholders. However, managers may have incentives to manipulate earnings in order to hide poor performance, to pay fewer taxes, to expropriate minority shareholders and so on. A recent vein of the literature has being concerned with detecting the incentives behind earnings management practices. Leuz et all (2003) show that earnings management is higher where investors are protected less. This result is consistent with other studies which investigate related properties of accounting numbers like conservatism and timeliness (Ball et all, 2000). This research has suggested that the actual degree of informativeness in accounting reports depend on the incentives managers face to produce it and not on the standards and regulations per se (Ball et all, 2003). Researchers have show (Leuz and Wusteman, 2003) that firms located in countries where the insider financing model (credit oriented financial systems) predominates do not have the incentives to produce informative accounting numbers while firms located in countries where the outsider financial model dominates (developed public debt and equity markets) produce relevant accounting reports to inform a dispersed base of shareholders. 3 This view assumes that the major conflict of interest is between shareholders and managers. Sometimes, as it’s the case in Brazil, the major conflict can be between controlling shareholders and minority shareholders. This clearly changes the incentives managers have to manipulate earnings. However, some firms located in countries where the insider model predominates may have the incentives to try to opt out of their country’s poor financial system to access external financial markets to fund their existing projects (Holthausen, 2003). Motives for cross listing vary with geography and firm’s sector and technology (Pagano et all, 2002), but it usually involves access to depth capital markets and new business opportunities. These firms may have to abide to strict corporate governance rules and disclosure requirements in order to have access to international capital. Cross listing in the American Stock Exchanges has been the major option for foreign firms trying to raise capital abroad. These firms have to comply with the American rules for listing which includes adjusting its financial statements to US GAAP – this requirement opened an important research vein trying to investigate the impact of cross listing on the properties of accounting numbers (Bradshaw and Miller, 2004; Lang et all, 2006 are good examples). Thus, an interesting phenomenon happen: firms from countries with credit oriented financial systems and poor investor protection with, supposedly, huge incentives to manipulated earnings and poor local oversight, have to prepare its financial statements under rules designed to attend firms located in a outsider financial model country with more strict rules for preparation and disclosure of accounting reports. This situation leads to a natural question: what happens to earnings management when firms from credit oriented, poor investor protection countries with significant incentives to manipulate earnings and poor oversight from local authorities do list in a country with huge public markets for equity and debt, superior protection to investors and significant requirements on disclosure and financial statement preparation? Which set of factors dominate? The local relaxed supervisory environment or the external superior governance model? Does cross listing changes the properties of accounting numbers prepared under the local GAAP? To answer those questions Lang et all (2006) has shown that foreign firms listed in the US present higher levels of earnings management than comparable American firms. They compare earnings management metrics built on statements prepared under US GAAP for American and foreign firms. Their result corroborates the argument presented by Siegel (2005) which states that cross listing in the US does not provides the expected “legal bonding” but only a “reputational bonding” because the American authorities – specially the SEC – do not have the will nor the resources to enforce their requirements on foreign firms. Lang et all (2006) results, however, are not based on reports prepared under local GAAP. Their result is based on accounting numbers adjusted to US GAAP and cannot shed light over the impact of cross listing on the earnings management practices of foreign firms using their local GAAP. To answer this question it is necessary to examine the earnings management metrics measured under local GAAP of foreign firms listed in the US Exchanges from countries where managers face strong incentives to manage earnings. Brazilian firms represent an interesting setting to investigate this question. Brazilian firms operate at home under extreme flexible oversight and managers possess strong incentives to manipulate earnings. This scenario is coupled with poor investor protection and law enforcement. On the top of that the American SEC has limited enforcement power over Brazilian firms as with other foreign firms (Siegel, 2005). Based on this, we expect that Brazilian firms that cross list in the US will exhibit the same level of earnings management that firms that do not cross list. Additionally, we expect to find similar earnings management levels for statements prepared under US and Brazilian GAAP because managers continue to have the same incentives to manipulate earnings and we do not expect accounting rules per se to change the properties of accounting numbers. 3 EARNINGS MANAGEMENT METRICS There is an intense debate about the appropriate metrics to detect earnings management. Alternative proxies could lead to different results. Considering this limitation we use five metrics for earnings management previously discussed in the literature (Healy and Whalen, 1999 and Dechow and Skinner, 2000) and applied by Leuz et all (2003) and Pincus and Rajgopal (2002) to capture various dimensions of earnings management. The first metric (EM1) is defined as follows: EM1i =σ(OpIncomeit)/σ(OpCashFlowit) (1) Where σ(OpIncomeit) is the standard deviation of operating income4 scaled by lagged total assets for firm i in year t and σ(OpCashFlowit) represents the standard deviation of cash flow from operations5 scaled by lagged assets for firm i in year t. This metric aims to show the level of income smoothing that managers impose on earnings. Low numbers of this metric, all else equal, indicate income smoothing. First we calculate this metric to each firm in our sample6 in a time-series approach. Second we compute the average of this metric (EM1) over the pooled set of firms for each sample. A more direct approach to identify smoothing effects on earnings is to investigate the relation between accruals and cash flows. As commented by Dechow (1994) and Leuz et all (2003) accruals are negatively correlated to cash flows. Accrual accounting process (e.g. depreciation) presents this inverse correlation. For the Brazilian case, the capitalization of R&D is another example of the negative correlation between accruals and cash flows. Land and Lang (2002) and Leuz et all (2003) have argued that, ceteris paribus, a high negative correlation is a indicative of smoothing of reported earnings. Thus the second metric (EM2) deals with this issue and computes the correlation between changes in accruals and changes in operating cash flows: (2) EM2i =ρ(VarTAit, VarOpCashFlowit) Where VarTAit represents total accruals for firm i on year t minus total accruals for firm i on year t-1 and VarOpCashFlowit is computed by changes on cash flow from operations for firm i on year t. Both variables are scaled by lagged total assets at the beginning of the year. High negative correlation values for this score suggest high levels of earnings smoothing. We compute the average of this metric (EM2) over the pooled set of firms for each sample. The third measure (EM3) deals with the magnitude of accruals as a proxy for manager’s discretionary behavior. It computes the magnitude of accruals as a proxy for the level of discretion over earnings. Insiders can overstate reported earnings to achieve certain earnings targets or report extraordinary performance (Leuz et all, 2003). This measure captures, for example, when managers inflate earnings to reach certain targets like analysts forecasts. We compute this metric as follows: EM3i = Σ(|TAi,t|/ |OpCashFlowi,t|)/Ti (3) Where TAit represents total accruals for firm i on year t, OpCashFlowit is the cash flow from operations for firm i on year t and Ti is the total number of years for firm i on our sample. The mean of this metric (EM3) is estimated over the pooled set of firms for each sample. 4 Operating Income is defined as Earnings before interest and taxes (EBIT). Statements of cash flow are not mandatory in Brazil, so we compute cash flow from operations by subtracting accruals from earnings. Accruals are defined on equation (6). 6 Samples definition and composition are detailed on section 4. 5 Managers have limited reporting discretion to manipulate earnings (i.e. auditors play a significant role in accounting process). Large amounts of loss are not easily manipulated, unless there is some fraud scheme7. In this vein Degeorge et all (1999) and Burgstahler and Dichev (1997) show that US managers exploit accounting discretion to avoid reporting small losses. Following Leuz et all (2003) we compute the ratio of “small profits” to “small losses” using net income scaled by lagged total assets. “Small profits” are defined to be in the range [0.00, 0.01] and “small losses” are within the range of [-0.01, 0.00). The ratio “small profits” to “small losses” is calculated in a firm-level approach in our different samples. Finally we compute the total number of “small profits” and “small losses” for each sample. EM4 represents the ratio of total number of “small profits” to total number of “small losses”. Complementarily to the four metrics used by Leuz et all (2003) we compute a fifth measure, the smoothing rate (Pincus and Rajgopal, 2002), which aims to compare the behavior of non discretionary earnings with net earnings. This metric shows how the discretionary elements of earnings can be used to reduce the volatility in net earnings. The volatility of earnings before the discretionary elements is compared with the volatility in earnings after these discretionary items. If the first is bigger than the second there is evidence of earnings management. In this case the smoothing rate is bigger than 1. This measure is obtained by the ratio of the standard deviation of nondiscretionary income to the standard deviation of net income (both scaled by lagged total assets): (4) EM5i =σ(NonDiscIncomeit)/σ(NetIncomeit) Where NonDiscIncomeit represents the nondiscretionary income for firm i on year t and NetIncomeit represent after-tax earnings scaled by lagged total assets. The nondiscretionary income is estimated as follows: NonDicIncomeit = OpCashFlowit + ANDit (5) Where ANDit are nondiscretionary accruals for firm i on year t. This number is obtained by the Jones modified model. The first step is the estimation of total accruals for each firm. Consistent with prior research (Healy, 1985; Jones, 1991; Dechow et all, 1995) total accruals are estimated as follows: TAt = (∆CAt + ∆CLt - ∆casht + ∆debtt - Deprt)/ At-1 (6) Where TAt represents total accruals in period t; ∆CAt measures the change in current assets on period t; ∆CLt represents changes in current liabilities on period t; ∆casht represents changes in cash or cash equivalents in t; ∆debtt computes the changes in short term debt on period t; Deprt represents the depreciation and amortization on period t; and At-1 represents total assets on period t-1. Mohanram (2003) states that the use of total accruals as proxies for earnings management is rather simplistic once high accruals can be originated by genuine events (growth in Sales, for example). However he agrees that Jone’s modified model (Dechow et all, 1995) is valid as a proxy for earnings management. The starting point for the measurement of discretionary accruals is the calculation of total accruals. The Jones modified model measures the nondiscretionary accruals from the total accruals. This procedure allows for the separation between both components of total accruals. The Jones modified model is designed to eliminate the bias introduced in the original model due to revenue measurement (Dechow et all, 1995). The model measures the nondiscretionary accruals as: ANDt = α1 (1/ At −1 ) + α 2 (∆ Re vt − ∆Acc Re ct ) + α 3 ( PPEt ) 7 Earnings management metrics assume that managers (and auditors) are not engaged in fraudulent reporting. (7) Where ∆Revt represents changes in operating revenues in t scaled by lagged total assets; ∆AccRect measures the changes in accounts receivable scaled by lagged total assets; and PPEt represents the property, plant and equipment in t. The α1, α2 e α3 coefficients and the nondiscretionary accruals are obtained from the specification presented on Jones original model. The Jones model is adjusted by changes in receivables (Dechow et all, 1995). The results for the Jones modified model are presented in appendix 1. Finally we compute EM5 as the average of EM5i over the pooled set of firms for each sample. 4 SAMPLE SELECTION AND RESULTS Sample Selection and Data We collected the financial statements under US GAAP by using EDGAR database. Additionally, we collected financial statements prepared under Brazilian GAAP for public held Brazilian firms listed on BOVESPA from Economatica® database. The sample was selected as follows: (i) first the financial institutions were excluded because they follow a separate and codified accounting system in Brazil; (ii) the data was obtained from the public available financial statements starting on December 1995 and ending on December 20038; (iii) all periods with insufficient data were eliminated; (iv) all financial statements must be available for at least three consecutive years. We eliminated outliers that fall on 3% superior and inferior for each regression parameter as suggested by Dechow et all (1995) when considering the impact of firms with extreme superior financial performance on the regression results. We codified our sample as follow: Sample 1: financial statements under Brazilian GAAP (in BRL) from firms that have not issued ADRs; Sample 2: financial statements under Brazilian GAAP (in BRL) from firms that have issued ADRs. We also consider all firms that have ADRs and their financial statements prepared under BR GAAP and US GAAP respectively, as follow: Sample 3: financial statements under Brazilian GAAP (in USD) from firms that have issued ADRs; Sample 4: financial statements under US GAAP (in USD) from firms that have issued ADRs. Another important institutional feature is that foreign companies listed on NYSE can opt to report their financial statements9 entirely under US GAAP, or to reconcile home GAAP to US GAAP for net income and shareholders´ equity. For robust application of earnings management metrics we select firms that prepare their financial statements entirely under US GAAP. However some firms change their reporting practices over time (e.g. in one year a firm reports its financial statements under US GAAP in USD; in the next year the same firm report its financial statements in home GAAP reconciled to US GAAP in local currency), as presented on table 1. We selected financial statements from firms that did not change their report to generate samples 5 and 6, as follow: Sample 5: financial statements under Brazilian GAAP (in USD) from firms that have issued ADRs and maintained the same reporting criteria over a matching period; Sample 6: financial statements under US GAAP (in USD) from firms that have issued ADRs and maintained the same reporting criteria over a matching period. 8 Information from periods before 1995 were not used because of the extensive inflation adjustments obligatory in Brazil. 9 Foreign companies listed on American Stock Exchange must file the 20-F form with SEC. Table 1 Accounting features for financial statements filed with SEC for Brazilian cross listed firms This table presents firms’ financial statements that form samples 5 and 6. Sample 5 represents financial statements under Brazilian GAAP (in USD) from firms that have issued ADRs and maintained the same reporting criteria over a matching period; Sample 6 represents financial statements under US GAAP (in USD) from firms that have issued ADRs and maintained the same reporting criteria over a matching period. The numbers within the table represent: 1 for Financial Statements in USD prepared under US GAAP; 2 for Financial Statements in BRL prepared under BR GAAP and reconciled to US GAAP (net income and stockholders’ equity) and; 3 for firms that did not file 20-F. Bold numbers represent firms’ financial statements that form samples 5 and 6. Firm Listing date 1996 1997 1998 1999 2000 2001 2002 2003 ARACRUZ 05/27/1992 1 1 1 1 1 1 1 PÃO DE AÇÚCAR 05/29/1997 3 1 1 1 1 CSN 11/14/1997 1 1 1 1 1 GERDAU 03/10/1999 1 1 1 1 1 PETROBRAS 08/10/2000 1 1 1 1 AMBEV 06/04/1997 1 1 1 2 2 2 BRASKEM 12/21/1998 1 1 1 1 1 2 VALE 06/20/2000 1 1 1 2 2 EMBRAER 07/21/2000 2 2 2 1 1 1 VCP 04/14/2000 1 1 1 Firm Characteristics Panel A from Table 2 provides the number of observations per year for each sample we constructed. The number of Brazilian firms listed on NYSE increased from 3 in 1996 to 21 on 2003. Panel B of Table 2 shows the samples’ descriptive statistics. Interestingly, the coefficient of variation of operating income and net income for sample 1 is considerably higher than the same metric for any other sample. This is due to great variability within that sample considering the different features of firms that form sample 1. As we restrict our sample (samples 2,3,4,5 and 6) to cross listed firms, the behavior of accounting measures became less volatile. This is an expected result considering that firms that issue ADRs are usually large corporations, with lower likelihood to present dispersed results. The mean of total assets under Brazilian GAAP from cross listed firms is BRL 10.1 billion (USD 5.3 billion10), while the median is BRL 7.3 billion (USD 3.8 billion). For companies that released financial statements under US GAAP the mean total assets are USD 8.8 billion while the median is USD 3.7 billion. Table 2 Panel A: Firm-year observation Sample 1 represents financial statements under Brazilian GAAP (in BRL) from firms that have not issued ADRs; Sample 2 represents financial statements under Brazilian GAAP (in BRL) from firms that have issued ADRs; Sample 3 represents financial statements under Brazilian GAAP (in USD) from firms that have issued ADRs; Sample 4 represents financial statements under US GAAP (in USD) from firms that have issued ADRs; Sample 5 represents financial statements under Brazilian GAAP (in USD) from firms that have issued ADRs and maintained the same reporting criteria over a matching period; Sample 6 represents financial statements under US GAAP (in USD) from firms that have issued ADRs and maintained the same reporting criteria over a matching period. Year Sample 1 Sample 2 Sample 3 Sample 4 Sample 5 Sample 6 1996 43 3 0 0 0 0 1997 76 8 1 1 0 0 1998 99 8 2 2 0 0 10 Computed for the average USD/BRL exchange rate from 1996 to 2003. The average exchange rate for this period was USD 0.5238/1BRL. 1999 2000 2001 2002 2003 TOTAL 110 14 5 5 0 0 118 20 7 7 5 5 129 22 6 6 5 5 120 22 5 5 5 5 111 21 5 5 5 5 806 118 31 31 20 20 Panel B: Descriptive Statistics for samples – Firm-Year Observations from 1996 to 2003 Standard Coefficient Deviation of Variation Median Minimum Maximum Mean Revenues 699,030 908,088 1.299 353,321 0 7,949,402 Total Assets 1,068,210 1,421,013 1.330 515,111 35,263 11,100,000 Equity 320,797 578,664 1.804 178,607 -6,356,925 3,750,363 Operating Income 15,259 198,992 13.041 5,363 -2,794,466 1,034,274 Sample 1 Net Income 8,766 182,054 20.767 5,881 -2,867,534 960,824 Revenues 4,790,627 4,234,121 0.884 3,350,306 535,984 19,500,000 Total Assets 10,100,000 9,046,981 0.896 7,313,147 1,152,524 40,100,000 Equity 4,674,881 4,625,600 0.989 2,879,367 438,569 21,700,000 Operating Income 397,154 721,186 1.816 258,444 -1,249,860 5,401,545 Sample 2 Net Income 418,787 722,581 1.725 215,368 -1,140,761 4,508,850 Revenues 5,304,036 8,288,029 1.563 2,592,962 443,438 33,100,000 Total Assets 8,791,873 11,000,000 1.251 4,208,938 1,679,138 47,200,000 Equity 3,366,239 4,111,265 1.221 1,466,941 621,133 17,100,000 Operating Income 981,579 2,299,852 2.343 167,019 -339,829 9,647,593 Sample 3 Net Income 804,699 1,550,666 1.927 200,952 -173,662 6,159,030 Revenues 5,362,773 8,322,069 1.552 2,635,236 487,723 30,800,000 Total Assets 8,841,195 12,800,000 1.448 3,655,000 2,454,458 53,600,000 Equity 3,064,010 4,407,373 1.438 1,191,000 507,000 17,200,000 1.985 392,001 -489 10,700,000 Operating Income 1,448,298 2,874,388 Sample 4 Net Income 810,121 1,564,802 1.932 197,692 -162,000 6,559,000 Revenues 6,971,952 9,942,310 1.426 2,625,135 575,564 33,100,000 Total Assets 10,200,000 13,400,000 1.314 4,150,999 1,679,138 47,200,000 Equity 3,749,988 4,933,014 1.315 1,407,176 621,133 17,100,000 Operating Income 1,402,211 2,785,490 1.986 240,727 -339,829 9,647,593 Sample 5 Net Income 1,060,074 1,865,337 1.760 213,499 -55,099 6,159,030 Revenues 7,164,153 9,942,598 1.388 2,967,140 574,355 30,800,000 Total Assets 10,900,000 15,600,000 1.431 3,554,717 2,454,458 53,600,000 Equity 3,526,057 5,336,070 1.513 1,049,190 507,000 17,200,000 Operating Income 2,009,779 3,469,919 1.727 443,001 82,923 10,700,000 Sample 6 Net Income 1,043,448 1,898,190 1.819 195,135 -162,000 6,559,000 N 806 806 806 806 806 118 118 118 118 118 31 31 31 31 31 31 31 31 31 31 20 20 20 20 20 20 20 20 20 20 Empirical Results Table 3, Panel A, reports the means of earnings management metrics for each sample. Our results can be compared to Table 2, Panel A from Leuz et all (2003) that report earning smoothing metrics (EM1 and EM2) and earnings discretion metrics (EM3 and EM4). Leuz et all (2003) computed earnings management metrics for 31 countries, but they did not consider Brazil in their calculation. We computed earnings management metrics for Brazilian cross listed and non cross listed public held firms. EM1 for sample 1 is higher than the mean EM1 reported by Leuz et all (2003), suggesting that Brazilian companies earnings are less smoother than the average of Leuz et all (2003) countries. Actually our sample 1 EM1 would be placed as the fourth highest compared to EM1 from Leuz et all (2003). Moving our analysis to cross listed Brazilian firms, our EM1 for sample 2, which represents financial statements under Brazilian GAAP from firms that have issued ADRs, would be in a similar level to the mean EM1 from Leuz et all (2003). Sample 3 presents the lowest EM1, that indicates higher earnings smoothing for our samples. Interestingly sample 3 shows the second higher metrics for EM2 in our sample confirming the level of earnings smoothing in financial statements under Brazilian GAAP from firms that have issued ADRs. Sample 3 also presents high EM3. It is important to relate that we could not compute EM4 for samples 4 and 6 because there were no firms in these samples with “small” losses. Additionally we also compute EM5, that indicates the variation in nondiscretionary accruals compared to net income. The highest EM5 is found on sample 2. However, a careful analysis should consider the variance of each earnings management metrics within the samples and across the samples. Panel B of Table 3 shows that our earnings management metrics have high levels of standard deviations, thus we can not infer if there are differences on this metrics just analyzing the mean results. Table 3 – Results of earnings management metrics for all samples Panel A: Summary Earnings Management Metrics for each Sample The variables are computed for each sample for fiscal years 1996-2003. EM1 is the sample’s mean ratio of the firm-level standard deviation of operating income and operating cash flow (both scaled by lagged total assets). EM2 is the sample’s mean of firm-level correlation of the change in total accruals and the change in cash flow from operations (both scaled by lagged total assets). EM3 is the sample’s mean of firm-level ratio of absolute total accruals to absolute cash flow from operations. EM4 is the sample’s total number of “small profits” divided to the total number of “small losses”. EM5 is the sample’s mean of firm-level ratio of standard deviation of nondiscretionary income to standard deviation of net income (both scaled by lagged total assets). Nondiscretionary income is calculated by the sum of nondiscretionary accruals to cash flow from operations. OPI refers to operating income, CFO refers to cash flow from operations, TA refers to total accruals, NDI refers to nondiscretionary income, NI refers to net income, #SmProfit refers to the number of small profits and #SmLosses refers to the number of small losses. Sample 1 represents financial statements under Brazilian GAAP (in BRL) from firms that have not issued ADRs; Sample 2 represents financial statements under Brazilian GAAP (in BRL) from firms that have issued ADRs; Sample 3 represents financial statements under Brazilian GAAP (in USD) from firms that have issued ADRs; Sample 4 represents financial statements under US GAAP (in USD) from firms that have issued ADRs; Sample 5 represents financial statements under Brazilian GAAP (in USD) from firms that have issued ADRs and maintained the same reporting criteria over a matching period; Sample 6 represents financial statements under US GAAP (in USD) from firms that have issued ADRs and maintained the same reporting criteria over a matching period. EM5 EM1 EM2 EM3 EM4 |TA| / |CFO| #SmProfit / #SmLosses σ NDI/σ σNI σOPI/σ σCFO ρ(∆TA, ∆CFO) Sample 1 0.6973 -0.7489 1.8605 2.4444 3.3370 Sample 2 0.5606 -0.7654 0.6290 2.3333 3.6225 Sample 3 0.5114 -0.8529 1.3782 2.0000 2.0977 Sample 4 0.7379 -0.6728 0.5714 NA 1.6442 Sample 5 0.8818 -0.4604 0.6903 1.0000 1.5760 Sample 6 0.5985 -0.9508 0.7727 NA 1.7438 Panel B: Detailed Earnings Management Metrics for each Sample This table presents the mean, standard deviation, median, minimum and maximum for each metric in each sample. EM1_s1 refers to EM1 on sample 1. EM1_s2 refers to EM1 on sample 2, and so on. EM2_s1 refers to EM2 on sample 1. EM2_s2 refers to EM2 on sample 2, and so on. EM3_s1 refers to EM3 on sample 1. EM3_s2 refers to EM3 on sample 2, and so on. EM4_s1 refers to EM4 on sample 1. EM4_s2 refers to EM4 on sample 2, and so on. EM5_s1 refers to EM5 on sample 1. EM5_s2 refers to EM5 on sample 2, and so on. N refers to the number of observations for each metric. mean sd Median min max N EM1_s1 0.6973 0.4924 0.6609 0.0203 3.3767 143 EM1_s2 0.5606 0.3067 0.5151 0.1087 1.2585 23 EM1_s3 0.5114 0.2577 0.4370 0.1915 0.9231 7 EM1_s4 0.7379 0.5751 0.5489 0.2797 1.9571 7 EM1_s5 0.8818 0.2995 0.9460 0.4370 1.1742 5 EM1_s6 0.5985 0.2332 0.6699 0.2538 0.8813 5 EM2_s1 -0.7489 0.4480 -0.9473 -1.0000 1.0000 143 EM2_s2 -0.7654 0.4412 -0.9357 -1.0000 1.0000 23 EM2_s3 -0.8529 0.2214 -0.9478 -1.0000 -0.4279 7 EM2_s4 EM2_s5 EM2_s6 EM3_s1 EM3_s2 EM3_s3 EM3_s4 EM3_s5 EM3_s6 EM4_s1 EM4_s2 EM4_s3 EM4_s4 EM4_s5 EM4_s6 EM5_s1 EM5_s2 EM5_s3 EM5_s4 EM5_s5 EM5_s6 -0.6728 -0.4604 -0.9508 1.8605 0.6290 1.3782 0.5714 0.6903 0.7727 0.6538 0.2500 0.0000 na 0.0000 na 3.3356 3.6225 2.0977 1.6442 1.5760 1.7438 0.7402 0.8094 0.0654 3.6114 0.3402 2.0411 0.5635 0.9653 0.9830 0.6895 0.3536 na na na na 9.6129 2.5992 0.6488 0.8905 0.6733 0.5156 -0.9573 -0.7823 -0.9802 0.9538 0.5984 0.5361 0.4203 0.2902 0.2689 1.0000 0.2500 0.0000 Na 0.0000 Na 1.7424 2.6143 1.9554 1.4963 1.6377 1.9683 -1.0000 -0.9913 -0.9956 0.1143 0.1398 0.2284 0.1981 0.2092 0.1981 0.0000 0.0000 0.0000 na 0.0000 na 0.0314 0.2994 1.3527 0.3212 0.8024 1.0589 1.0000 0.9732 -0.8371 32.3940 1.6199 5.8476 1.7945 2.4156 2.4947 2.0000 0.5000 0.0000 na 0.0000 na 110.1842 8.9642 3.3335 3.0809 2.5139 2.2696 7 5 5 143 23 7 7 5 5 26 2 1 0 1 0 143 23 7 7 5 5 In order to investigate whether Brazilian firms that cross list in the US exhibit the same level of earnings management that firms that do not cross list we perform mean comparison test for earnings management metrics. Additionally we implement bootstrap procedure due to our sample characteristics (small number of observations for samples 3, 4, 5 and 6). The test based on the bootstrap method is more reliable than the parametric t-statistic. Our results are not affected if we use the statistics based on parametric tests. Bootstrap results confirm the classical tests. Reported bootstrapped values result from 1,000 iterations. We test three hypothesis: H1: There are no statistically significant differences in earnings management levels between sample 1 (non ADR issuers) and 2 (ADR issuers); H2: There are no statistically significant differences in earnings management levels between sample 3 (ADR issuers with BR GAAP) and 4 (ADR issuers with US GAAP); H3: There are no statistically significant differences in earnings management levels between sample 5 and 6. Results on Table 4 show two different stories. The first, relating to the comparison between non-issuers (sample 1) and issuers (sample 2) of ADRs, tells us that the environment upon which a given firm is immersed does not affect its earnings management activities (at least for this sample of Brazilian firms). We can not conclude that there are differences on EM1, EM2, EM4 and EM5 for samples 1 and 2 for a significance level of 5%. The results for samples 3 and 4 and 5 and 6 also do not present any evidence of difference on earnings management metrics for a significance level of 5%. The second and maybe most interesting result shows that US GAAP prepared financial statements do not present lower earnings management metrics than BR GAAP statements. This conclusion is supported by the results on Table 4 regarding the comparisons of earnings management metrics for samples 3 and 4 and the comparisons for samples 5 and 6. These results have several implications for research and accounting regulation. The first implication is that cross listing does not seem to affect earnings management activities for this sample of Brazilian firms. Siegel (2005) present several reasons to reinforce this conclusion. The second is that financial statements prepared under US GAAP do not present ‘superior’ earnings management metrics, as previous common sense would presume. Table 4 – Two sample mean comparison test for earnings management metrics We present the two-sample mean comparison t-test for mean earnings management metrics. Additionally we implement bootstrap procedure. Reported bootstrapped z-statistics (p-values) result from 1,000 iterations. The tests are performed regarding the hypothesis (i) there are no statistically significant differences in earnings management levels between sample 1 (non ADR issuers) and 2 (ADR issuers), (ii) there are no statistically significant differences in earnings management levels between sample 3 (ADR issuers with BR GAAP) and 4 (ADR issuers with US GAAP) and (iii) there are no statistically significant differences in earnings management levels between sample 5 and 6. EM1_s1 refers to EM1 on sample 1. EM1_s2 refers to EM1 on sample 2, and so on. EM2_s1 refers to EM2 on sample 1. EM2_s2 refers to EM2 on sample 2, and so on. EM3_s1 refers to EM3 on sample 1. EM3_s2 refers to EM3 on sample 2, and so on. EM4_s1 refers to EM4 on sample 1. EM4_s2 refers to EM4 on sample 2, and so on. EM5_s1 refers to EM5 on sample 1. EM5_s2 refers to EM5 on sample 2, and so on. N refers to the number of observations for each metric. Sample 1 represents financial statements under Brazilian GAAP (in BRL) from firms that have not issued ADRs; Sample 2 represents financial statements under Brazilian GAAP (in BRL) from firms that have issued ADRs; Sample 3 represents financial statements under Brazilian GAAP (in USD) from firms that have issued ADRs; Sample 4 represents financial statements under US GAAP (in USD) from firms that have issued ADRs; Sample 5 represents financial statements under Brazilian GAAP (in USD) from firms that have issued ADRs and maintained the same reporting criteria over a matching period; Sample 6 represents financial statements under US GAAP (in USD) from firms that have issued ADRs and maintained the same reporting criteria over a matching period. Paired Tests EM1_s1 - EM2_s2 EM1_s3 - EM1_s4 EM1_s5 - EM1_s6 EM2_s1 - EM2_s2 EM2_s3 - EM2_s4 EM2_s5 - EM2_s6 EM3_s1 - EM3_s2 EM3_s3 - EM3_s4 EM3_s5 - EM3_s6 EM4_s1 - EM4_s2 EM4_s3 - EM4_s4 EM4_s5 - EM4_s6 EM5_s1 - EM5_s2 EM5_s3 - EM5_s4 EM5_s5 - EM5_s6 5 Mean Standard Error Difference Difference 0.1368 -0.2265 0.2833 0.0164 -0.1801 0.4904 1.2316 0.8068 -0.0824 0.4038 na na -0.2869 0.4535 -0.1678 0.0761 0.2382 0.1697 0.0993 0.2920 0.3632 0.3102 0.8003 0.6161 0.2842 na na 0.9695 0.4164 0.3793 95% Confidence Interval Inferior Superior Difference Difference -0.0166 0.2902 -0.7722 0.3191 -0.1122 0.6789 -0.1865 0.2194 -0.8693 0.5091 -0.5128 1.4936 0.6188 1.8444 -1.0907 2.7043 -1.5033 1.3385 -1.0880 1.8957 na na na na -2.2051 1.6314 -0.4634 1.3704 -1.0529 0.7173 t- stat 1.7984 -0.9511 1.6692 0.1655 -0.6167 1.3503 3.9699 1.0081 -0.1337 1.4209 na na -0.2959 1.0890 -0.4424 Bootstrap z-stat p-value (2-tailed) (1,000 rep) 0.0792 0.3684 0.1359 0.8697 0.5568 0.2474 0.0001 0.3474 0.8969 0.3138 na na 0.7678 0.2995 0.6707 0.077 0.448 0.151 0.872 0.645 0.448 0.000 0.286 0.898 0.121 na na 0.896 0.335 0.731 CONCLUSIONS In this paper we investigated the impact of cross listing and adjustments to US-GAAP on the earnings management practices of Brazilian firms. Brazilian managers have strong incentives to manipulate earnings: (i) great discretion on accounting reports, (ii) poor oversight structure, (iii) low legal enforcement and investor protection, (iv) uninformative accounting reports, (v) strong link between financial accounting and tax. However, they list in the American capital markets in order to raise funds to finance new projetcs and as way to achieve some reputational bonding. An interesting question is whether cross listing and the superior corporate governance environment Brazilian firms have to abide will change managers incentives to report credible earnings. Recent research (Siegel, 2005) has shown that cross listing has a very limited impact on the actual behaviour of firms because American authorities have limited power to monitor foreign registrants. 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