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    Earnings Quality at Initial Public Offerings

    Ray Ball*

    and Lakshmanan Shivakumar**

    *Graduate School of Business

    University of Chicago1101 East 58th Street

    Chicago, IL 60637

    Tel. (773) 834 [email protected]

    **London Business School

    Regents Park

    London NW1 4SA

    United Kingdom

    Tel. (44) 207 262 [email protected]

    First version: 11 February 2004

    Current version: 14 July 2006

    Acknowledgments

    We are grateful for comments from Mary Barth, Alan Jagolinzer, Emre Karaoglu, S.P.

    Kothari (editor), Maureen McNichols, Zvi Singer, Florin Vasvari, Ivo Welch, an anonymous

    referee and seminar participants at Stanford University, University of Chicago, University ofCalifornia at Berkeley and University of Southern California. Ball gratefully acknowledges

    financial support from the University of Chicago, Graduate School of Business.

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    Abstract

    Financial reporting around the time of IPOs is consistent with listed firms reporting more

    conservatively than previously as private firms, consistent with the results in Ball andShivakumar (2005). We hypothesize that IPO firms supply the higher quality financial reports

    demanded by public investors, who face higher information asymmetry than private

    investors. The market mechanisms for enforcing this demand include monitoring by internal

    and external auditors, boards, analysts, rating agencies, the press and other parties. Oncepublic, firms are subject to greater regulatory scrutiny and penalties. From the point of

    releasing the public prospectus document onwards, IPO firms face a greater threat of

    shareholder litigation and regulatory action if they do not meet higher reporting standards.

    The evidence is overwhelmingly in favor of this hypothesis. We show that the evidence

    reported by Teoh, Welch and Wong (1998) in support of the alternative hypothesis, that IPOfirms opportunistically inflate earnings to influence the IPO price, is unreliable for a variety

    of reasons. We provide cleaner evidence, from samples of U.K. and U.S. IPOs, that IPOprospectus financials are conservative by several standards. We conjecture that the types of

    bias we observe in conventional estimates of discretionary accruals occur in a broad genre

    of studies on earnings management around large transactions and events.

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    Earnings Quality at Initial Public Offerings

    We study earnings management around the time of initial public offerings (IPOs), for

    two primary reasons. One motivation is to isolate the effect on financial reporting quality of

    the change in the market and regulatory environment when a firm transits from private to

    public status. This motive stems from the hypothesis and evidence in Ball and Shivakumar

    (2005) that, in an important dimension of financial reporting quality the use of accounting

    accruals to recognize losses in a timely fashion, referred to as conditional conservatism

    listed companies meet a higher reporting standard than private companies.1

    This quality

    difference is attributed to differences between private and public firms in both the market for

    and the regulation of their financial reporting. Public-firm investors, lenders and other

    financial statement users are at greater arms length from the company than private-firm

    users. They therefore face higher information asymmetry, and demand higher quality

    financial reporting to help resolve it. Elaborate market mechanisms have evolved to monitor

    public firm financial reporting quality. These include boards, company lawyers, internal

    auditors, independent auditors, analysts, rating agencies, reputation effects, the press, short-

    sellers, law courts and trial lawyers. In addition, public-firm financial reporting is subject to

    greater regulatory scrutiny than private-company reporting. Relative to private firms, listed

    firms consequently face market and regulatory incentives to meet higher reporting standards.

    Differences between the market and regulatory environments of private and public

    firms provide a rare opportunity to study the effect of these variables on reporting quality.

    The market and regulatory environment varies little among the public firms in a single

    country, so it is difficult to observe market and regulatory effects on reporting behavior by

    1 Ball and Shivakumar (2005) study U.K. companies. The higher reporting standard of public companies is

    replicated in other countries by Burgstahler, Hail and Leuz (2006) and Peek, Cuijpers and Buijink (2006).

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    studying public firms alone. One solution is to study the effect of international variation in

    market and regulatory regimes.2 However, it is well-known that correlated omitted variables

    are a concern in this literature. Differences between private and public firms, controlling for

    size and industry as in Ball and Shivakumar (2005), are comparatively free of this concern.

    Firms that make initial public offerings (IPOs) provide an alternative research design

    for investigating market and regulatory effects on public reporting quality. In the period

    leading up to their IPOs, the economic role and hence the required quality of their

    financial reporting is changing. A direct implication of the hypothesis and evidence in Ball

    and Shivakumar (2005) is that IPO firms should begin to report higher quality earnings when

    they change status from private to listed, but exactly when they can be expected to change

    their reporting practices has not been documented to our knowledge. The omitted variables

    problem is somewhat mitigated because it is the same firm in the same industry that

    undergoes a transition between private and public status. 3 In one of the samples we study

    [due to Teoh, Welch and Wong (1998b)], the explosive growth associated with the receipt of

    IPO proceeds is a correlated variable that requires extreme care when estimating abnormal

    accruals.4

    Firms going public also experience substantial pre-IPO growth. In our other sample

    [U.K. IPOs, described below], we have both public and private financial data for the same

    firm and the same year, which finesses the growth problem in comparing public and private

    reporting. Our first motivation for studying IPO financial reporting therefore is to provide a

    robust test of the hypothesis that, as their IPO approaches and they encounter different market

    and regulatory demands, private companies begin to increase their financial reporting quality.

    2 For example: Ali and Hwang (2000), Ball, Kothari and Robin (2000), Ball, Robin and Wu (2003), Leuz

    (2003), Leuz, Nanda and Wysocki (2003), Bushman, Piotroski and Smith (2004, 2006), Bushman and Piotroski

    (2006), Ball, Robin and Sadka (2006), and Leuz and Oberholzer (2006).3 This design is mirrored in studies of voluntary delistings, including Leuz, Triantis and Wang (2006), who

    study firms that voluntarily go dark.

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    The second motivation for studying earnings management around the time of IPOs is

    that the influential research of Teoh, Welch and Wong (1998b) [hereafter, TWW] reaches

    almost the opposite conclusion. TWW hypothesize (1998b, p. 1936) that managers

    opportunistically make generous use of accruals to overstate earnings, in order to inflate the

    price of IPO shares offered to unaware investors. In support of this argument, they document

    economically and statistically significant abnormal current (i.e., working capital) accruals in

    the IPO year.5

    Increased earnings management at the time of an IPO is inconsistent with the

    Ball and Shivakumar (2005) hypothesis that firms going public encounter market and

    regulatory incentives at that time to increase their reporting quality. We question both the

    hypothesis and the evidence in the TWW study.

    We question the hypothesis of widespread and substantial earnings management by

    IPO firms, in part because this would attract enhanced scrutiny from market monitors such as

    analysts, underwriters, auditors, boards, the press and the other parties to the transaction, as

    well as enhanced regulatory scrutiny.6

    The resulting litigation and regulatory risk from

    inflating earnings would be accentuated by the fact that earnings management can only

    borrow earnings from other periods, so its effects are temporary at best: earnings inflation

    causes subsequent earnings deflation. Further, poor reporting quality could increase the cost

    of capital, which is particularly worrisome for firms needing external financing, and create

    adverse reputational effects for firms managers, board members and auditors. Relative to

    private firms, listed firms face higher expected market costs of inflating earnings (such as risk

    of shareholder and lender litigation, increased cost of capital and loss of reputation), as well

    4 Growth is correlated with accruals for firms in general (Fairfield, Whisenant and Yohn, 2003).5 TWW also argue that post-IPO information on average does not confirm the inflated earnings, and hence pricesrevert over time. Consistent with this hypothesis, they show that IPO-period abnormal accruals predict post-IPO

    returns. We do not address stock returns in this paper.6

    This point is also noted in DeAngelo et al. (1994).

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    as higher expected regulatory enforcement costs. Consequently, we are hesitant to assume

    there is an unequivocal incentive to overstate earnings around IPOs.

    Nor is the TWW evidence immune from suspicion. Their evidence of earnings

    management is based on estimates of discretionary current accruals, which consist of

    unusual changes in firms working capital assets (such as inventories, accounts receivable and

    prepayments) and working capital liabilities (such as accounts payable), controlling for

    normal or non discretionary changes estimated using the Jones (1991) model. The TWW

    estimates of discretionary accruals are likely to be particularly unreliable and biased in

    favor of apparent earnings inflation for at least five reasons.

    First, we show that the TWW estimates of discretionary current accruals are too

    large to be credible. For example, we report (Table 5, Panel B) there is a 600.39% increase in

    Accounts Receivable for the average firm in the quartile of IPO firms classified by TWW as

    having the most overstated earnings. There is no credible within-GAAP means of over-

    valuing receivables by this magnitude, and the only alternative faking credit sales and

    uncollected receivables by such an enormous magnitude surely would be detected when

    carried out by an entire quarter of all IPO firms.

    Second, TWW estimate accruals from changes in working capital reported on

    successive balance sheets, which we show to be biased in favor of the earnings inflation

    hypothesis, relative to accruals estimated directly from cash flow data. One reason for the

    difference is that 16.7% of the firms have an acquisition or divestiture in the IPO year, which

    affects post-IPO balance sheet working capital items (Hribar and Collins 2002).

    Third, TWW study changes in working capital from the last balance sheet prior to the

    IPO to the first balance sheet after the event. Post-IPO increases in working capital (relative

    to the control model) are taken as indicating income-increasing earnings management. As

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    TWW acknowledge, this occurs too late to influence the IPO issue price. Any inflation of

    pre-IPO earnings via current accruals would inflate pre-IPO working capital, not post. We

    therefore have difficulty relating the TWW research design to the hypothesis that IPO price

    inflation provides an incentive to inflate earnings.7

    Fourth, even in cash flow data, we show there are substantial upward biases in

    estimating the discretionary component of accruals in the context of IPOs, due to firms use

    of IPO proceeds to adjust their working capital, frequently drastically. One motive for going

    public is to relieve a resources constraint. IPO firms thus are likely to have under-invested in

    receivables and inventory, conditional on sales, and using IPO proceeds to alleviate these

    constraints most likely shows up in the TWW metric as positive discretionary accruals in the

    IPO year. Similarly, IPO firms are likely to previously have made sub-optimal use of trade

    credit and other operating liabilities. The only way this selection problem would be avoided

    would be if the entire IPO proceeds were kept in cash, invested in long term assets or used to

    repay long term liabilities. Any use of the proceeds to bolster working capital (other than

    cash), conditional on sales, is falsely identified by TWW as income-increasing earnings

    management in the IPO year.8,9

    Any use of the firms new public status to increase working

    capital liabilities is falsely identified as income-decreasing earnings management, and any use

    of IPO proceeds to pay them off is falsely identified as income-increasing management.

    Fifth, Dechow, Sloan and Sweeney (1995), Kothari, Leone and Wasley (2005) and

    Ball and Shivakumar (2006) find that the Jones model, used by TWW to estimate earnings

    7 In other words, the TWW research design controls for pre-IPO earnings inflation, by using the pre-IPO balance

    sheet as the base for computing IPO-year discretionary accruals, so it cannot possibly address pre-IPO earnings

    inflation. Other studies have made the same mistake: for example, DuCharme et al. (2004).8 For example, this helps to explain the enormous 600.39% increase in Accounts Receivable for the average

    firm in the quartile of firms classified by TWW with the most overstated earnings (Table 5, Panel B).9 In addition, large transactions such as IPOs typically involve substantial expenses, including legal, accountingand investment banking fees. To the extent these expenses are unpaid and hence are accrued at the balance date,

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    management via discretionary accruals, is substantially mis-specified. The model ignores

    the roles of accruals in reducing noise in earnings (Dechow 1994) and in timely loss

    recognition (Ball and Shivakumar 2006).

    We report two sets of evidence to distinguish between the hypotheses of opportunism

    and enhanced public-firm reporting quality. We initially examine U.K. IPOs of non-financial

    firms over 1992-1999. While the results do not necessarily generalize completely to non-U.K.

    settings, the data permit a direct analysis of financial reporting behavior that does not rely on

    discretionary accruals estimates. The evidence from the U.K. sample is that IPO firms begin

    to report more conservatively (in both its conditional and unconditional senses) several years

    in anticipation of an IPO. There is no evidence these firms engage in earnings management.

    Overall, the IPO firms report consistently with the additional market demands and regulatory

    incentives of their new public status.

    We then turn to resolving the apparent inconsistency with the TWW results. We

    conduct a detailed examination of the individual working capital components of the accruals

    in the TWW sample. We also compare discretionary accruals as estimated by TWW from

    balance sheet data with equivalent estimates from cash flow data. These analyses show that

    the discretionary accrual estimates in their study contain substantial endogenous effects of the

    IPO and do not constitute reliable evidence of earnings management. We also show that the

    average TWW sample member with available data from financial statements issuedpriorto

    the IPO (recall that TWW analyze post-IPO financials) exhibits negative current accruals as

    well as conditional conservatism. This is inconsistent with opportunistic earnings inflation in

    the last financial statements issued before going public.

    could affect estimates of discretionary accruals. We are aware of no evidence on the existence and magnitude of

    such effects.

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    We believe the results are of interest for several reasons. Because IPO firms undergo

    a transition between private and public status, they offer unique insight into the enhanced

    market as well as regulatory standards expected of public firm reporting. In addition, our

    results cast doubt on the TWW hypothesis that earnings inflation plays a substantial role in

    apparent IPO over-pricing. More generally, our results suggest caution when interpreting the

    substantial literature on earnings management around the time of large transactions and other

    large events, many of which can be expected to exhibit substantial endogenous working

    capital changes similar to those we observe at IPOs.

    The rest of the paper is structured as follows. The following section reviews the

    literature on earnings management around large transactions and events. In section 2, we

    examine a sample of U.K. IPOs which permits more direct tests of reporting behavior,

    without relying on discretionary accruals estimates. Section 3 re-examines the TWW sample

    and problems with their discretionary accrual estimates. We offer conclusions in section 4.

    1. Literature on earnings management around large transactions and events.

    Commencing with DeAngelo (1986), there is a substantial literature on earnings

    management around the time of large transactions and events. Large transactions studied

    include management buyouts (DeAngelo 1986; Perry and Williams 1994), initial public

    offerings (Aharoney, Lin and Loeb 1993; Friedlan 1994; Teoh, Welch and Wong 1998b;

    Teoh and Wong 2002; Xiong, Stammerjohan and Gill 2005), seasoned equity offerings

    (Teoh, Welch and Wong 1998a; Rangan 1998; Shivakumar 2000; Teoh and Wong 2002),

    convertible debt issuance (Urcan and Kieschnick 2006), mergers and acquisitions (Erickson

    and Wang 1999; Louis 2004; Powell and Stark 2005), stock splits (Louis and Robinson

    2005), and employee stock option reissues (Coles, Hertzel and Kalpathy 2006). Large events

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    studied included debt covenant violations and financial distress (DeAngelo, DeAngelo and

    Skinner 1994; DeFond and Jiambalvo 1994; Sweeney 1994), SEC enforcement actions

    (Dechow, Sloan and Sweeney 1996; Jiambalvo 1996), antitrust investigations (Cahan 1992),

    political events (Jones 1991; Han and Wang 1998) and labor negotiations (Liberty and

    Zimmerman 1986).

    A typical hypothesis in this genre is that substantial earnings management occurs

    around large events, because managers then have unusually strong incentives to influence

    their reported performance. Few authors note that these settings also are characterized by

    higher than usual litigation and regulatory risk from inflating earnings, and higher than usual

    scrutiny by market monitors such as analysts, underwriters, auditors, boards, the press and

    other parties to the transaction, as well as by regulators. Few note that litigation and

    regulatory risks are accentuated by the fact that earnings management reverses over time, or

    that poor reporting quality could lead to an increased cost of capital or adverse reputational

    effects. While this is not true for all papers DeAngelo (1986) and DeAngelo, DeAngelo and

    Skinner (1994) being exceptions this literature is notably free of countervailing arguments.

    As in TWW, the evidence of earnings management offered in this literature typically

    is based on estimates of discretionary accruals using variants of the Jones (1991) or

    Dechow and Dichev (2002) accruals models. Like IPOs, many of these events are associated

    with endogenous changes to cash flows and to working capital, and thus seem likely to create

    the appearance of abnormal (discretionary) accruals, even in the absence of earnings

    management. Many studies estimate accruals from balance sheet changes in working capital

    (excluding cash), not by directly taking them from cash flow statements (which did not

    become generally available until 1987). This procedure is well-known to introduce error and

    bias (Hribar and Collins 2002). As noted above, Dechow, Sloan and Sweeney (1995),

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    Kothari, Leone and Wasley (2005) and Ball and Shivakumar (2006) find that commonly-used

    accrual models are substantially mis-specified. Consequently, we believe that conventional

    estimates of discretionary accruals are unreliable around large transactions and events

    generally, IPOs included.

    2. Financial Reporting by UK Companies Going Public

    A useful feature of the UK setting is that we can obtain two sets of financial datafor

    the same firms and fiscal years, but prepared at different points in time and under different

    market and regulatory circumstances. One set of financials was prepared when firms were

    private. The other set contains the restated financials for the same years and the same firms

    that they subsequently reported in prospectuses issued in contemplation of going public.

    The difference between the two sets of financials is the transition from a private to a public

    market and regulatory environment for financial reporting.

    Private-firm financial data are available from filings with the Companies House, the

    government agency that administers all limited liability companies in the United Kingdom.

    Ball and Shivakumar (2005) REPORT that these financials are of lower quality than those of

    public firms of equivalent size and industry. These data are available because the U.K.

    Companies Act requires all limited liability companies to file annual financial statements,

    regardless of whether they are private or public. The other dataset is hand collected from the

    prospectuses subsequently issued when the same companies were preparing to go public.

    When firms go public, they are allowed to restate their private-company financials for

    previous years before including them in the public prospectus document. Prospectuses

    generally include financial statements for the past three years, though some young firms have

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    less than three years past data to report. When the financials are restated, this is clearly

    identified in the auditors report included in the prospectus.

    Thus, for a given firm and fiscal year, we have financial data that were prepared

    without full knowledge of an impending IPO (i.e., the private-company financial statements

    initially filed with the Companies House) and equivalent data that subsequently were

    prepared with full knowledge of the IPO (i.e., financial statements included in the public

    prospectus). A comparison of the financial statements from these two sources provides

    evidence on how knowledge of the public offering affects managers reporting strategies.

    This comparison provides direct insight into financial reporting behavior when firms go

    public, without relying on discretionary accruals estimates, as in prior literature.

    We expect the financial reporting of private companies to increasingly resemble

    public-company reporting as their IPO approaches. We do not expect a discrete change at the

    time of the IPO. It is safe to assume that, on average in our sample, the probability of a future

    IPO event rose monotonically over the three years preceding its actual date. Immediately

    before the event, when the probability is higher, private companies are more likely to be

    adapting their financial reporting to going public than they are in previous years, when the

    probability is lower. We therefore expect restatement of the private-company financial

    statements subsequently included in the public prospectus to be larger in magnitude in event

    year -3 or -2, than in event year -1 (i.e., than in the last fiscal year-end before the IPO).

    Although the sample is from the U.K., the results are relevant to the U.S. Accounting

    Principles Board Opinion20 explicitly allows IPO firms to retroactively change all financial

    statements presented in the offering prospectus, so we would expect at least some restatement

    in contemplation of going public in the U.S. We do not have access to the financial

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    statements prepared by US firms for private use, prior to going public, so we are unable to

    study the effect of public-firm incentives on IPO reporting restatements in the U.S. context.

    We study the three years prior to the IPO. We intentionally do not focus on the IPO

    year, as in TWW. The motive TWW ascribe to earnings inflation is to increase the offering

    price. This motive would only cause inflation in earnings reported prior to the IPO, and not in

    earnings reported later in the IPO year or in subsequent years. The offering price is

    determined during the IPO year, but earnings for that year are not determined until year-end,

    which is too late to influence the IPO price. Thus, the TWW focus on IPO-year earnings

    offers limited insight into whether IPO firms inflate earnings to influence their IPO proceeds.

    For U.K. IPOs non-financial between 1990 and 1999, we compare financial

    statements initially submitted as private companies to the Companies House during the three

    years before the IPO with those subsequently included in their IPO prospectuses. The

    objective here is to determine whether they subsequently inflate their results, or whether they

    report more conservatively. We also examine whether IPO firms report earnings more

    conservatively than non-IPO firms, using two accruals-based tests from the prior literature.

    First, using the Ball and Shivakumar (2005, 2006) approach, we test whether IPO firms are

    more conditionally conservative than non-IPO firms, in the sense that they report losses in a

    timelier manner. Second, we examine abnormal accruals of IPO firms estimated from linear

    and piecewise-linear versions of the Jones (1991) model, for the two years prior to the IPO.

    Both of the above accruals-based tests use accruals obtained from cash flow statements,

    which avoids the criticisms of balance sheet data raised by Hribar and Collins (2002).

    2.1 Sample and summary statistics

    All U.K. IPOs between 1992 and 1999 are identified from the Securities Data

    Corporation database. The IPO prospectus data are manually collected. The financial data

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    firms reported as private companies are obtained from the March 2000 version of the FAME

    database supplied byBureau Van Dijk, which covers U.K. firms filing with the Companies

    House.10

    The FAME database also provides financials for the control samples we use,

    comprising public and private firms that did not make an IPO during the period.

    Sample details are presented in Table 1, Panel A. There were 720 IPOs on the London

    Stock Exchange between 1992 and 1999. We exclude offerings of non-ordinary shares and

    offerings by financial firms. We also exclude privatizations of state-owned enterprises and

    IPOs of non-UK firms, because their pre-IPO financials were not filed with the Companies

    House. These exclusions limit the sample to 496 IPOs. Requiring both private-status FAME

    data and public-status prospectus data reduces the final sample to 393 IPO firms. Accruals-

    based tests require cash flow statement data, which are available only from 1995 onwards.

    Panel B of Table 1 provides the annual breakdown of the 393 sample IPOs and the

    private and listed non-IPO firms used as controls. The year shown is event year -1, the year

    of the last financial statements reported prior to the offering (for comparability, the control

    sample dates are aligned with this convention). Fiscal years are converted to calendar years

    using the COMPUSTAT approach: fiscal years ending before May 31st

    are classified into the

    previous calendar year, while those ending on or after June 1st

    are classified into the current

    calendar year. The small sample in 1999 is largely due to the way fiscal years are converted

    to calendar years. IPOs are clustered in the mid 1990s; for almost half the sample the event

    year 1 is in 1995 or 1996.

    Panel C of Table 1 presents summary statistics for the 393 IPO firms. Prior to the

    IPO, the firms have average (median) total assets of 52 million (11 million) and average

    (median) debt of 92% (74%) of total assets. The IPOs raise an average (median) of 47

    10

    The dataset, and procedures we followed to verify it, is described in Ball and Shivakumar (2005).

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    million (18 million), an approximate doubling of total assets for the average firm. Firms

    likely deployment of the proceeds in working capital makes us suspicious of discretionary

    accruals, especially when scaled by total assets. Not surprisingly, the IPO firms are high-

    growth, with average growth in total assets of 46% in the pre-IPO year, and average growth

    in sales of 57%. The (unreported) growth in sales and total assets in event year 2 is similar.

    Rapid growth adds further suspicion to the reliability of discretionary accruals estimates.

    2.2 Comparison of private-status and prospectus financials

    Of the 393 IPO firms in the sample, 109 restate their financials for inclusion in the

    prospectus. While restatements are flagged in the prospectus audit reports, the prospectuses

    seldom give the details necessary to reconcile their financials with those previously reported.

    However, some insight can be obtained by comparing the two financial statements. For

    comparability, we exclude all firm-years for which the two financial statements differ in

    either the reporting unit or the fiscal year, and require the balance sheet cash balance and the

    cash flow from operations to be the same in both. This results in a loss of 140 firms in event

    year 1, 198 firms in event year 2, and 245 firms in event year 3. This leaves 253 firms in

    event year 1, 195 in event year 2, and 148 in event year 3.

    Panels A to C of Table 2 report sample mean and median statistics for income

    statement and balance sheet variables in event years 3 to 1, respectively. The table reports

    the original private-company variables, their equivalents as reported in the public

    prospectuses, and tests of the differences between them. In the discussion below, we focus on

    the semi-parametric Wilcoxon rank test because the variables are unlikely to be normally

    distributed. For completeness the table also reports the t-statistics for the unstandardized

    differences and for the differences standardized by the absolute amount of the private-

    company version of the variable.

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    IPO firms tend to write-down the tangible and intangible fixed assets reported

    previously in year 3, before including them in the public prospectus. Eighteen firms reduce

    reported intangibles, compared with only three that increase them. The difference for fixed

    assets is significant only at the 10% level. A significantly larger number of firms appear to

    increase their current assets as compared to those that decrease their current assets. The

    overall effect is to decrease total assets by approximately 1.3%. There is little restatement of

    current or long-term liabilities. The decrease in total assets is largely achieved by writing

    down assets directly against retained profit (retained earnings), rather than as a charge to net

    income, which is largely unchanged. Due to the average firms high pre-IPO leverage, the

    average asset write-down is large relative to retained profit and shareholders funds (book

    value of equity), which fall on average by 28% and 17% respectively.

    The results for event year 2 are qualitatively similar to, but smaller than, those

    obtained for event year 3. Intangible fixed assets, total assets, retained profit and

    shareholders funds continue to be significantly lower in the prospectus than in the private-

    status financials. One might expect the write-offs in event years 3 and 2 to induce a

    mechanical increase in year -2 net income, due to reduced depreciation and amortization, but

    this is not observed. Either new, offsetting losses are being recognized in net income, or the

    assets were not being depreciated or amortized earlier. The results for event year 1 are

    weaker still, with the only significant difference being for intangible assets.11

    The narrowing difference between the prospectus and private-status data from year 3

    to year 1 is consistent with the IPO increasing in likelihood closer to its date. By year -1,

    many of the private companies presumably were aware of a high likelihood of going public,

    and were adapting their financial reporting to the increased market and regulatory demands

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    on public companies. To check that this pattern is not due to differences in samples across the

    three years, we repeat the analysis for a constant sample across years, and obtain results

    (available upon request) that are qualitatively similar to those reported in Table 2.12

    In summary, many IPO firms restate their private-status financials before including

    them in the IPO prospectus and the restatements generally involve writing down or writing

    off of assets, particularly subjective assets such as intangible assets. Such write-downs lower

    the book value of shareholders equity, making the balance sheet more conservative (Watts

    1993, 2003a,b). Differences between the prospectus data and the Companies House data

    narrow as the firms move closer to the IPO date, consistent with them adapting to the

    increasing likelihood of a future IPO. Although the asset write-downs in prospectus data

    could be expected to increase reported net income, by reducing depreciation and amortization

    expense, no such evidence is observed. In all three pre-IPO years, average net income

    reported in the prospectus is not significantly different from that previously reported to the

    Companies House. There is no evidence in any of the three years prior to the IPO that

    managers systematically inflate reported net income.

    In the following two sub-sections, we report accruals-based tests of conservatism and

    earnings management. These test the robustness of our conclusions.

    2.3 Conditional conservatism

    We compare the conditional conservatism in the restated prospectus accruals of IPO

    firms with that of UK private and public firms that did not go public during the sample

    11 The above statistics are for all firms, including those that did and did not restate financials. Stronger results

    are obtained from analyzing only restating firms.12 The fact that private firms are required to file their financials in the U.K. could influence their reporting. Wedo not believe this invalidates our conclusions, for three reasons. First, Ball and Shivakumar (2005) show that,

    despite this fact, private firms report lower quality earnings. Second, any bias due to the filing requirement

    would seem to be against our hypothesis, by making U.K. private firms more likely to report conservatively atall times, not simply when they are going public. However, we observe less conservatism in their reporting three

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    period. The test modifies the Jones (1991) model to incorporate conservatively asymmetric

    accruals as in Ball and Shivakumar (2005, 2006), as follows:

    , 0 1 , 2 , 3 , 4 , 5 , ,

    10 , 11 , , 12 , ,

    13 , , 14 , , 15 , , ,

    20 , 21

    *

    * *

    * * * *

    j t j t j t j t j t j t j t

    j t j t j t j t j t

    j t j t j t j t j t j t j t

    j t

    ACC CFO Sales FASSET DCFO DCFO CFO

    DPUB DPUB CFO DPUB Sales

    DPUB FASSET DPUB DCFO DPUB DCFO CFO

    DPVT

    = + + + + +

    + + +

    + + +

    + +, , 22 , ,

    23 , , 24 , , 25 , , , ,

    * *

    * * * *

    j t j t j t j t

    j t j t j t j t j t j t j t j t

    DPVT CFO DPVT Sales

    DPVT FASSET DPVT DCFO DPVT DCFO CFO

    +

    + + + +

    (1)

    where the variables are as defined in Table 3. Continuous variable are trimmed by 1% at

    each extreme to mitigate influential observations.

    The two-part control sample against which IPO prospectus accruals are benchmarked

    consists of all the non-IPO firms with available data from 1995 (when cash flow statement

    data first become available on FAME) to 1999. The two parts of the control are the 3,664 and

    50,659 available firm/year observations for listed and private firms respectively over the

    period.13

    To ensure that economically insignificant firms do not drive our results, the

    regressions include only private firms with at least 1 million in beginning total assets. The

    172 observations comprising the year immediately prior to the IPO (event year 1) for all the

    172 IPO firms with available prospectus data then are added to this control sample, and the

    pooled regression statistics are reported in the first set of columns in Table 3.

    This procedure is repeated for event year -2. Separately, the 95 observations with

    available prospectus data for the second year prior to the IPO (event year 2) are added to the

    control sample, and the pooled regression statistics are reported in the second set of columns

    in the table. The control sample is identical for both IPO event years, since both are spread

    years before going public (relative to their subsequently restated prospectus financials). Third, the change inreporting as the IPO year approaches implies that prior financials were not prepared for public use.13 The control sample for event year -2 is slightly smaller, because the outlier deletion rule is applied to the

    pooled sample including IPO firms, and the number of the latter is smaller than in event year -1.

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    over 1995-1999. Event year -3 is not analyzed because the prospectuses include only three

    years of data, and the accruals model (1) requires one lagged observation forSales and for

    the scaling variable, lagged total assets.

    Each pooled regression tests whether the model parameters for public non-IPO firm

    accruals over the sample period (10 through 15), and for private non-IPO firm accruals (20

    through 25), differ incrementally from the equivalent parameters for accruals reported by

    IPO firms in their public prospectuses (0 through 5). If the prospectus accruals are more

    (less) conditionally conservative in the years prior to the IPO than those of listed firms, then

    we expect 15, the incremental sensitivity of accruals to negative cash flows for listed

    companies, to be negative (positive). Similarly, a negative (positive) value for25 would

    indicate IPO prospectus accruals are more (less) conditionally conservative than those of

    private companies.

    Results from the pooled regression (1) are reported in Table 3.14

    The estimated

    incremental coefficients 15 onDPUBj,t*DCFOj,t*CFOj,tand 25 onDPVTj,t*DCFOj,t*CFOj,t

    generally are negative, and both economically and statistically significant, consistent with the

    IPO prospectus accruals for the two prior years being more conditionally conservative than

    public and private firms accruals. The large incremental coefficients 25 (-0.87 and -1.28 for

    event years -1 and -2 respectively) indicate substantially more conditional conservatism in the

    IPO-prospectus data than in private firm financials, consistent with greater market and

    regulatory demand for timely loss recognition upon going public. However, the similarly

    large and significant 15 coefficients (-0.60 and -1.02) for the comparison with public firms

    14 The results are qualitatively insensitive to standardizing the intercept and the dummy variables (DCFO, DPUB

    and DPVT) by beginning total assets, and to adding size as an independent variable (defined as beginning total

    assets).

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    are not expected. One possibility is that there is such greater scrutiny of IPO firms at the time

    of their public offering that they even are conservative by normal public firm standards.

    The coefficients 10 onDPUBj,tand 20 onDPVTj,t,which capture any incremental

    accruals of IPO firms that are not explained by the economic variables in the model, are not

    significant. If IPO firms were engaging in earnings inflation, one would expect the

    incremental intercepts 10 and 20 for listed and private firms to be large and significantly

    negative. We conclude that during the two years prior to their IPO, firms going public exhibit

    accruals that are more conditionally conservative than both public and private firms over the

    period and that there is little evidence to suggest earnings overstatements in these years.

    2.4 Analysis of discretionary accruals in IPO prospectuses

    Our final analysis of the U.K. data investigates the sign and magnitude of IPO firms

    estimated abnormal (discretionary) accruals. Normal accruals are estimated by fitting

    accruals models to all the non-IPO public firms in the same industry as the IPO firm.

    Abnormal accruals then are estimated by applying the fitted model parameters to the IPO

    firm. The accruals models used are the Jones model and a piecewise linear variant suggested

    by Ball and Shivakumar (2006):

    t,it,it,i5jt,i4jt,i3jt,i2jt,i1j0jt,i CFO*DCFODCFOCFOFASSETSalesACC ++++++= (2)

    Model parameters are estimated separately for each IPO firmj from a cross-section of all the

    non-IPO listed firms i in its 2-digit SIC with data for the contemporaneous yeart. Only

    industry-years with at least 10 observations are considered.ACCi,tis total accruals for IPO

    firm i in yeart, CFOi,tis cash flow from operations from cash flow statements, SALESj,tis

    change in sales andFASSETj,t is book value of fixed assets. The above variables are

    standardized by beginning total assets. DCFOj,t is a dummy indicator for negative cash flows

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    that takes the value 1 ifCFOj,t

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    assets and liabilities) accruals in the IPO year. They estimate discretionary current accruals

    as the difference between the actual accruals and a control for non-discretionary accruals

    estimated out-of-sample from balance sheet data, using the Jones (1991) model:

    , 0 1 , ,

    , 1

    1i t j j i t i t

    i t

    CA SalesTA

    = + +

    (4)

    where CAi,t is current accruals for firm i in yeart, defined as (Compustat annual data items

    are in parentheses): [Accounts Receivable (2) + Inventory (3) + Other Current Assets (68)]

    [Accounts Payable (70) + Tax Payable (71) + Other Current Liabilities (72)]. Sales is

    change in Revenues (12). All accounting variables are standardized by TAi,t-1, Total Assets (6)

    at the beginning of period t. For each IPO firmj, the parameters 0j and 1j are estimated out-

    of-sample from a cross-section of all its two-digit SIC code peers that did not issue equity in

    the year. Discretionary current accrualsDCAj,tfor firmj that IPOs in yeartare calculated as:

    ( ) ( ), , 0 , 1 1 , , 1/j t j t j j t j j t j tDCA CA TA Sales AR = + (5)

    where ARj,tis change in accounts receivable for firmj in yeart, standardized by total assets

    at the beginning oft. Although this approach to estimating discretionary accruals is popular,

    there are several problems with applying it in an IPO year that we discuss below.17

    3.1 Credibility of discretionary accruals magnitudes

    TWW classify IPO firms into quartiles based on their signed DCA estimates for the

    year that contains the IPO. The financial reporting of the quartile with the smallest DCA

    estimates is labeled conservative. The largest DCA quartile is labeled aggressive

    reporters, with the most overstated earnings. In their Table II, Panel B, TWW report the mean

    17 TWW also document that their estimated discretionary accruals predict future returns of IPO firms. We do not

    examine this issue, because it is not unique to IPO firms and has been widely studied in the more general context

    of the Sloan (1996) accruals anomaly, that accruals are negatively related to future returns. Xie (2000)

    concludes this is primarily due to the discretionary component of accruals. Fairfield et al. (2003) and Desai et

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    and median DCAs for each of the earnings management quartiles (henceforth EM quartiles).

    Firms in EM quartile 1 have mean (median) discretionary current accruals of -24.33% (-

    14.93%) of beginning total assets, while firms in EM quartile 4 have mean discretionary

    current accruals of +53.92% (+39.76%) of beginning total assets.

    The magnitudes of the discretionary accruals estimates seem too large to credibly

    represent earnings management, particularly in the aggressive reporting quartile. For one

    quarter of all IPO firms to inflate currentassets by an average of more than 50% oftotal

    assets would require a proportionally very large over-valuation of the firms actual working

    capital assets, such as inventories and receivables, or faking the existence of a proportionally

    very large quantity of such assets. Furthermore, working capital assets such as inventories

    and receivables are among the more easily verifiable assets on the balance sheet, in terms of

    both their existence and their GAAP valuation, so such a large discrepancy would seem

    difficult for one quarter of all IPO firms to disguise from their internal and external auditors.

    Finally, earnings management of more than 50% of total assets is an order of magnitude

    larger than the population ROA (earnings before interest, as a percent of total assets), and

    would almost certainly be identified by financial analysts, if not by nave investors.

    Moreover, if the estimated discretionary accruals represent earnings management,

    then it is unclear why the 25% of all IPO firms in EM quartile 1 would understate their

    earnings (and hence reduce their ROA) by an average of almost 25% of total assets. Here too,

    it does not seem credible that such an extreme outcome, if it occurred, would go unnoticed.

    We therefore conclude that the magnitude of the average TWW estimate of

    discretionary current accruals in the aggressive reporting quartile is too large to credibly

    al. (2004) conclude the anomaly is a manifestation of the well-known growth-value anomaly, not of investors

    failing to undo earnings management.

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    represent earnings management. In the following sections, we describe reasons why the DCA

    estimates are unreliable.

    3.2 Errors and bias in estimating discretionary current accruals in IPO years

    There are several sources of error and bias in conventional estimates of discretionary

    current accruals when used in IPO years. Errors arise from endogenous, IPO-related changes

    in working capital that are not associated with earnings management. Any use of the proceeds

    to bolster working capital (other than cash) is likely to be falsely identified as income-

    increasing earnings management. For example, if a firm invests IPO proceeds in accounts

    receivable, inventory or any other non-cash current asset during the IPO year, then its current

    accruals would appear to be positive. This error occurs in accruals calculated from successive

    balance sheets, because a non-cash working capital asset increases. But the error also occurs

    in accruals calculated from cash flow statements, because operating cash flow is reduced

    relative to earnings. Either way, there is an appearance of income-increasing current accruals.

    Current accruals of this sort have nothing to do with managerial manipulation but merely

    reflect the firms decision to invest some of the IPO proceeds in operating activities.

    Similarly, any use by firms of their new public status to increase operating liabilities is likely

    to be falsely identified as income-decreasing earnings management, and any use of IPO

    proceeds to pay them off is likely to be falsely identified as income-increasing management.

    The only circumstances in which no such errors arise would be if the entire IPO

    proceeds were kept in cash, invested in long-term assets or used to repay non-operating

    liabilities but not used to alter the firms net investment in non-cash working capital. The

    likelihood of this occurring around any large transaction or event and especially around the

    time of going public and receiving IPO proceeds seems remote.

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    Bias arises in the IPO context because the endogenous, IPO-related changes in

    working capital on average are likely to be positive. In addition to relieving a prior resource

    constraint by receiving the IPO proceeds, IPO firms tend to be high-growth. Relative to other

    listed firms, their changes in inventories and receivables are likely to be larger, even in the

    absence of any earnings management. The resource constraint and growth effects likely are

    compounded. If IPO firms are limited in growth by financial constraints in the pre-IPO

    period, then the post-IPO growth in inventories and receivables (even conditional on changes

    in sales) would accelerate as the financial constraints are loosened.18

    The use of IPO proceeds to adjust working capital is consistent with the magnitude of

    the TWW discretionary current accruals estimates, described above. The magnitude of the

    DCA estimates for the aggressive quartile is consistent with these firms investing IPO

    proceeds in working capital. We therefore investigate whether the firms in TWWs highest

    EM quartile tend to have the highest growth in total assets. We also examine each

    component of IPO firms working capital changes, to get closer to the source of the large

    DCA estimates reported in TWW.

    We examine the growth in total assets and changes in working capital components for

    the TWW sample of 1649 firms going public between 1980 and 1992.19

    We lose 13 firms we

    cannot match with the 2005 version of COMPUSTAT, based on the matches provided in the

    merged CRSP-COMPUSTAT database. We lose two additional firms for which

    18 One might argue that this effect of growth on current accruals will not affect discretionary current accrual

    estimates, which control for the relation between current accruals and changes in sales. However, TWW control

    for changes in sales minus changes in accounts receivable, which also will grow with any investment of IPO

    proceeds in operations. Subtracting changes in accounts receivable ensures a mechanical effect of growth ondiscretionary accrual estimates.19 TWW kindly make their dataset available at http://www.afajof.org/Pdfs/datasets/ms4367.html. It includes

    individual- firm DCA estimates and earnings management quartile classifications.

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    COMPUSTAT data is not available in the IPO year.20

    This reduces the TWW sample we

    analyze to1634 firms.21

    Panel A of Table 5 reports mean and median IPO-year changes in total assets and in

    components of working capital items for the TWW IPO sample, sorted into EM quartiles.

    Firms in the highest EM quartile increase their mean total assets by an enormous 275% in the

    IPO year (their median increase is 167%). This is larger than the increase for any of the

    remaining three EM quartiles.22

    The null hypothesis that the average growth in assets for the

    highest EM quartile is the same as the averages for the other three quartiles is rejected at the

    1% significance level.

    The magnitudes of the changes in the individual components of working capital also

    are revealing. Firms in the highest EM quartile increased their accounts receivables in the

    IPO year on average by 47.57% of pre-IPO total assets. Their average pre-IPO accounts

    receivables were 30.44% of total assets. Similarly, the inventories of these aggressive firms

    increased on average by 31.86% of pre-IPO total assets, even though inventory was only

    24.32% of pre-IPO total assets. These IPO-year increases in inventories and receivables

    appear in the financial statements as current (working capital) accruals. The TWW procedure

    would interpret these increases in working capital as income-increasing accruals. They would

    be classified as discretionary current accruals unless they were accompanied by

    proportionally enormous IPO-year increases in sales.23

    We do not find it credible that,

    20 For 65 firms, some of the data needed to compute current accruals from balance sheet changes are reported as

    combined data items (SAS missing code C in Wharton Research Database Service). We set these missingdata items to 0.0.21 The magnitude of discretionary accruals for the 1634 IPOs that we are able to match with COMPUSTAT are

    very similar to those for the entire sample of 1649 IPOs in the TWW database.22 Stronger results are obtained when non-cash current assets (in particular, accounts receivable, inventory and

    other current assets) are excluded. On average, firms in the highest quartile increase their total assets other thannon-cash current assts by nearly 650%, the highest of all DCA quartiles.23 Strictly speaking, this would require proportional increases in IPO-yearcash sales (i.e., sales less accounts

    receivable), which is the growth variable controlled for in the Jones current accruals model (4).

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    through aggressive accounting policies, this quartile of firms could inflate their receivables

    and inventories by such magnitudes.

    Consistent with this belief, we note that the magnitude of discretionary working

    capital (current) accruals computed by TWW exceeds 100% of total assets for 44 of the firms

    in their sample. For this to constitute earnings management, an enormous proportional over-

    statement of current assets and/or under-statement of current liabilities would be required. It

    is counter-intuitive that an overstatement of both earnings and working capital of this

    magnitude occurs and goes undetected by auditors, boards, analysts, investors, the press, trial

    lawyers, regulators and other monitors.

    Further evidence is provided in Panel B of Table 5, which reports the mean and

    median growth rates in individual components of working capital in the IPO year. Growth

    rates are calculated only for firms with a non-zero pre-IPO beginning balance. The percent of

    firms with a zero beginning balance also is reported. The firms classified as the most

    aggressive reporters are those with the largest IPO-year increases in working capital assets.

    On average, accounts receivable for firms in EM quartile 4 grow in the IPO year by 600%.

    Their median growth rate is over 100%. Their average inventories grow by 160% (median

    99%) and average other current assets grow by 333% (median 133%). The enormous growth

    in working capital assets for EM quartile 4 seems more likely to arise from these firms

    investing IPO proceeds in working capital assets than from aggressive financial reporting.

    The growth in working capital assets is considerably smaller for the other EM

    quartiles, but substantial nevertheless. Working capital liabilities for EM quartile 1 increase

    substantially: average increases are 159% for accounts payable, 1090% for taxes payable and

    340% for other current liabilities. These increases are substantial in magnitude and generally

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    larger than for the other quartiles, suggesting that firms classified by TWW as conservative

    reporters are more likely to be funding their growth in part through short-term borrowings.

    Finally, we note from Table 1 Panel B that approximately 3% of firms classified in

    EM quartile 4 have zero opening balances in the IPO year for individual working capital

    assets. If their increases in working capital assets are due to earnings management and can

    contribute to them being labeled as aggressive reporters, then these firms must be able to

    create earnings out of nothing.

    The magnitude of the increases in working capital assets, particularly for EM quartile

    4, seem too large to be credibly interpreted as evidence of aggressive accounting policies.

    Increases in working capital items of such large magnitudes would require fraud on a large

    scale, and would be easily detectable. We believe these large increases in working capital

    assets are more consistent with firms investing their IPO proceeds in working capital assets

    than with them inflating their earnings by overstating assets.

    Panel C of Table 5 reports individual components of current accruals for the ten firms

    on each extreme of TWWs discretionary accruals measure. Most of these firms exhibit an

    unusually large change in a current asset or current liability. Firms classified by TWW as

    extremely aggressive earnings managers mainly are firms that aggressively grow their

    current assets in the IPO year, possibly due to receiving the IPO proceeds. In the firms with

    the two largest positive estimated discretionary accruals (permnos 78018 and 77245),

    inventory increased by 302% and 425% of total assets respectively. The classification of

    such firms as aggressive inflators, rather than as aggressively growing firms, seems

    inappropriate. It is implausible that IPO firms fake the existence of (or over-value) inventory

    by this magnitude.

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    Panel C also shows that firms classified by TWW as extremely conservative

    earnings managers typically are firms that aggressively grow their financing via current

    liabilities in the IPO year, possibly due to an IPO-enhanced credit rating. In the firm with

    their largest negative estimate DCA (permno 77913), accounts payable and other current

    liabilities increased by 169% and 114% of total assets, respectively.

    Another source of extreme values in the TWW discretionary accruals estimates is low

    values of the deflator, pre-IPO total assets. This helps explain the large values for expected

    or non discretionary accruals estimated from deflated variables using the Jones model. For

    example, permno 76259, which has the second most negative DCA in the TWW sample, has

    current accruals totaling 31.7% of total assets. But the discretionary component computed

    by TWW for this firm is 211%, implying expected working capital accruals of 242.7% of

    total assets.

    As an alternative test for whether the 20 firms with extreme DCA actually report

    extremely aggressively or extremely conservatively, we track some adverse post-IPO events

    that could be triggered by extreme earnings inflation. We search press coverage during the

    five years after the IPO for the following four events: Forced senior management turnover or

    senior management resignations on account of poor firm performance; Management releases

    about earnings disappointments; Financial restatements; and Litigation against the firm, its

    management or directors on financial reporting issues. If the firms with extreme DCA are

    actually firms that have heavily manipulated their earnings, then we expect these events to

    occur more frequently for the aggressive reporters than for conservative reporters. Our search

    results do not support this. Among the 10 firms with extreme negative DCA (conservative

    reporters), there are 2 subsequent occurrences of senior management turnover, 4 occurrences

    of earnings disappointment releases and 2 occurrences of financial restatements. The

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    corresponding number of subsequent adverse events for the 10 firms with extremely positive

    DCA (aggressive reporters) are slightly lower. There are zero occurrences of subsequent

    senior management turnover, 3 occurrences of earnings disappointment releases and 1

    occurrence of financial restatement. In none of the 20 firms with extreme DCA is there

    litigation during the following five years relating to financial reporting issues.

    3.3 Errors in estimating discretionary current accruals from balance sheet data

    Hribar and Collins (2002) show that current (working capital) accruals are biased

    when estimated from changes in balance sheet data. The bias is larger around major financing

    events because these firms tend to have acquisitions or divestitures that affect the numbers in

    consecutive balance sheets. In the TWW IPO sample, COMPUSTAT identifies (in annual

    footnote 1) 16.7% of the firms as having an acquisition or divestiture in the IPO year.

    To gain appreciation of the amount of error in the TWW IPO sample, we compare

    estimates of discretionary current accruals using balance sheet changes data with that

    estimated using cash flow statement data. Because cash flow statement data are available

    only from 1987, only 478 firms of the sample firms have cash flow statement data available

    to compute current accruals. Of these, 462 firms meet the additional data requirements

    needed to estimate discretionary current accruals. For these IPOs, we initially replicate the

    TWW estimates of discretionary current accruals using balance sheet changes.24

    We then re-

    estimate them using current accruals taken directly from cash flow statement data. A

    comparison of the two estimates provides insight into the error introduced by using balance

    sheet changes.

    In unreported results, we find that the correlation between the DCA estimates reported

    in TWW database and those obtained in our replication (using current accruals from balance

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    sheet changes) is 0.84. This correlation drops to 0.23 when discretionary current accruals are

    estimated from cash flow statement data, indicating that discretionary current accruals

    estimated using balance sheet changes contain substantial noise. Moreover, if stocks were

    sorted into EM quartiles based on discretionary accrual estimates of the 462 firms only, then

    for 177 firms the quartile classification would vary depending on whether current accruals are

    measured from cash flow statement data or from balance sheet changes. In other words, for

    over a third of the sample, the earnings management classification depends on the source of

    the data for current accruals.

    Table 6 reports the mean and median of the discretionary current accruals estimated

    by us using data from balance sheet changes in column (1) and re-estimated using cash flow

    statement data in column (2). Differences between the two estimates are reported in column

    (3). For both extreme quartiles (conservative and aggressive), the mean discretionary

    current accrual is significantly lower in magnitude when estimated using cash flow statement

    data instead of balance sheet data. For firms classified as the most conservative reporters, the

    mean discretionary current accrual estimated from balance sheet changes is 9% of total assets

    less than when estimated from cash flow statement data. For firms classified as the most

    aggressive reporters, balance sheet estimates of accruals are over-stated relative to cash flow

    estimates by 7% of total assets. The differences in median discretionary accruals are of the

    same sign, but lower in magnitude, and are significant for only the lowest earnings

    management quartile.

    The differences between balance sheet and cash flow estimates of accruals suggest

    that the extreme EM quartiles in TWW are more likely to include firms engaging in

    comparatively large IPO-year transactions such as acquisitions and divestitures. As noted by

    24

    In regressions estimating Equation (4), extreme observations are trimmed at the 1% and 99% levels.

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    Hribar and Collins (2002), these transactions affect balance-sheet working capital accounts,

    but are not reported as accruals in cash flow statements.

    3.4 Bias in applying the Jones model fitted to out-of-sample data

    To estimate discretionary accruals for IPO firms, TWW first fit the Jones model of

    non-discretionary accruals (4) to data for non-IPO firms from 1980 to 1993. They then apply

    the fitted model to non-IPO firms in order to separate their accruals into discretionary and

    non discretionary components, as in (5). This out-of-sample estimation procedure assumes

    that non-discretionary accruals in IPO firms are determined in the same way as in non-IPO

    firms, which seems unlikely. The sensitivity of accruals to changes in revenue is likely to

    depend on a firms stage in the life cycle. In addition, IPO firms can be expected to behave

    differentially during the IPO year: they are likely to have been resource-constrained prior to

    the IPO and thus to have under-invested in working capital assets such as inventories and

    receivables, and to have over-utilized trade credit, conditional on their sales. The IPO

    proceeds relax such resource constraints, and hence the IPO year is likely to exhibit

    comparatively large increases in working capital, both unconditionally and conditionally on

    sales. This suggests that both the intercept and the coefficient on change in sales in the Jones

    model are likely to be higher for IPO firms than for non-IPO firms, even in the absence of

    earnings management.

    To test this, we re-estimate the Jones model using data for all firms over the same

    period (1980 to 1993), but including the IPO firms in the sample and allowing the coefficient

    on change in revenues to vary between IPO and non-IPO firms.25

    The IPO firms are included

    during their IPO year only, to focus on the effect of that event on accruals. The accrual model

    estimated is:

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    , 0 1 , 2 , 3 , , ,*j t j t j t j t j t j tCA Sales DIPO DIPO Sales = + + + + (6)

    where CAj,tis working capital (current) accruals, estimated either from balance sheet

    changes or from cash flow statement data,DIPOj,t is a dummy variable to identify an IPO

    firm, and Salesj,t is the change in revenues in yeart, scaled by beginning total assets. The

    number of IPO years added to the dataset is 1461 when balance sheet data are used and 431

    when accruals are taken directly from cash flow statements. We delete the extreme 1% of

    observations for current accruals and forSalesj,t. We estimate the above regression

    separately for each 2-digit SIC code industry in which there are at least 5 IPO firms (to

    provide reliable estimates of the incremental IPO-firm coefficient on change in sales, 3 ), and

    also from pooled data. For industry-specific regressions, t-statistics are obtained from the

    cross-sectional distribution of industry-specific coefficients. Our prediction is that 2 and 3

    are positive, because the IPO proceeds relax the resource constraint and permit increases in

    working capital, both unconditionally and conditionally on sales. Table 7 reports estimates

    from both the pooled and industry-specific regressions.

    The incremental coefficient 3 onDIPOj,t*Salesj,t is positive in all four

    specifications, irrespective of whether current accruals are estimated from changes in balance

    sheet figures or from cash flow statements, and of whether industry or pooled regressions are

    employed. For non-IPO firm/years, current accruals increase at the margin by approximately

    11% - 13% of changes in sales.26

    For IPO firms during the IPO year, the sensitivity of current

    accruals to changes in sales increases to approximately 14% -18%.27

    The IPO firms IPO-year

    incremental slope of current accruals on sales, 3 , is significant in three of the four

    25When cash flow statement data are required, the period is restricted to 1987 to 1993.

    26 In the four specifications, the slopes are: 0.126, 0.111, 0.112 and 0.108.

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    specifications: in both pooled and industry regressions using balance sheet data (with a total

    of 1461 IPO observations); and in the pooled but not the industry regressions using cash flow

    data (431 IPO firms and 27 industry-specific observations). We conclude that out-of-sample

    estimates of Jones model coefficients are biased in relation to IPO years.28

    Similarly, the incremental intercept2 for IPO firm/years is positive in all four

    specifications, varying between 0.033 and 0.050. It is significant in three (again, from 431

    observations). This indicates that IPO firms on average have significantly higher accruals of

    approximately 3% to 5% of total assets in the IPO year, independent of their sales growth.

    This is consistent with earnings management in the IPO year, but it is also consistent with

    IPO firms investing part of the IPO proceeds in operating activities and with other IPO-

    induced effects.

    We have several reasons to view the latter interpretation endogenous consequences

    of the IPO as the more plausible explanation for IPO firms increases in working capital,

    both conditional and unconditional on sales growth. First, resource constrained private firms

    presumably under-invest in all assets, including working capital assets such as inventories,

    receivables and prepayments, and over-utilize short term debt. Relaxing the constraint upon

    going public should lead to all working capital items being adjusted at the margin. The TWW

    procedure would falsely identify increases in working capital assets and decreases in current

    liabilities as income-increasing accruals. Second, the fact that the incremental coefficient

    3 on change in sales is different between IPO and non-IPO firm/years leads us to be wary of

    all Jones model parameters that are estimated out of sample. Third, working capital assets

    27 In the four specifications, the slopes are: 0.126 + 0.018 = 0.144; 0.111 + 0.065 = 0.176; 0.112 + 0.024 =0.136; and 0.108 + 0.057 = 0.165.28 The incremental coefficient on Sales for IPO firms could alternatively reflect earnings management by IPO

    firms that is correlated with changes in sales.

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    such as receivables and inventories are among the more verifiable items on a balance sheet.

    Fourth, public firms are held to higher standards of financial reporting than private firms

    (Ball and Shivakumar 2005), they are subject to increased litigation and regulatory action,

    and we expect their IPO-year financials are monitored closely by a variety of parties, so we

    are skeptical of the interpretation that they are inflating earnings.

    3.5 Analysis of pre-IPO accruals

    TWW study accruals in the year that includes the IPO: that is, in the period between

    the year before the IPO and the year after. We have described two principal problems that

    arise. First, these accruals influence the post-IPO financial statements, and therefore occur too

    late to inflate the IPO price, which is the prime objective they ascribe to IPO firms earnings

    management. Second, the post-IPO balance sheet is affected by the endogenous firms use of

    the IPO proceeds to adjust their working capital.

    We therefore investigate IPO firms accruals in event year -1. These accruals affect

    the last annual earnings report and balance sheet issued before the IPO. The pre-IPO data

    needed to estimate discretionary accruals in event year -1 from balance sheet changes are

    available from COMPUSTAT for a subsample of 131 firms in the TWW sample. If current

    accruals are estimated from cash flow statement data the available subsample is only 43

    firms.

    We analyze the abnormal accruals for the IPO firms in event year -1, defined as the

    actual current accruals less normal accruals estimated from either a linear or piecewise linear

    version of the Jones model. The piecewise linear model is given by:

    ititit4jit3jit2jit1j0jit CFO*DCFODCFOCFOSalesCA +++++= (7)

    where CFOitis cash flow from operations for firm i in period t,DCFOitis a dummy indicator

    for negative cash flows that takes the value 1 ifCFOit

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    variables are as defined above. All accounting variables are standardized by beginning total

    assets.29 In the linear Jones model, j2 to j4 are constrained to zero. The parameters, j0 to,

    are estimated separately for each IPO firm j using contemporaneous data from a cross-section

    of all the non-IPO listed firms in its 2-digit SIC. In each regression, we trim the extreme 1%

    on either side of each continuous variable. Only industry-years with at least 10 non-IPO

    firms for estimation are considered.

    In order to maximize the number of observations, we obtain data on current accruals

    from cash flow statement data when available, but otherwise estimate it from balance sheet

    changes. Nonetheless, for comparison, we also report results that use current accruals

    obtained only from cash flow statements.

    Panel A of Table 8 reports summary statistics for abnormal accruals. Both the mean

    and the median abnormal accruals are significantly negative, irrespective of whether the

    linear or the piecewise linear Jones model is applied. When we restrict the sample to current

    accruals obtained from cash flow statement data, the abnormal accruals continue to be

    negative but are no longer statistically significant at the normally accepted levels. The mean

    abnormal accruals, when current accruals are obtained from both cash flow statement data

    and from balance sheet changes, are relatively high at -12% or -15% of beginning total assets.

    However, the means appear to be largely driven by noise from use of balance sheet changes

    data for current accruals. The median of abnormal accruals is less than 2% of beginning total

    assets in magnitude. 30

    29 Using the Modified Jones model to estimate abnormal accruals, or standardizing the intercept by lagged total

    assets as in TWW, does not qualitatively change the results.30 The above results are consistent with: Xiong et al. (2005) who, in a sample of 284 U.S. IPOs, find little

    evidence of positive pre-IPO abnormal accruals; and Venkataraman, Weber and Willenborg (2004), who report

    significantly negative pre-IPO abnormal accruals for a sample of 113 U.S. IPOs.

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    There is no evidence that abnormal accruals in event year -1 are positive, which is

    inconsistent with the earnings management hypothesis. These results add support to our

    contention that the positive abnormal accruals observed in the IPO year are affected by firms

    use of IPO proceeds, and, hence are not reliable for drawing inferences about earnings

    management by IPO firms.

    We also test the prediction that IPO firms will report conservatively, by estimating the

    following regression, adapted from Ball and Shivakumar (2005, 2006):

    itititit

    itititititit

    ititititititit

    CFODCFODIPO

    DCFODIPOCFODIPOSalesDIPO

    DPUBCFODCFODCFOCFOSalesCA

    ++

    ++++++++=

    **

    ***

    *

    14

    131211

    1043210

    (8)

    where DIPOit takes the value 1 for event year 1 for IPO firms and 0, otherwise. All other

    variables are as defined earlier. The above regression is estimated using a pooled sample of

    all event year 1 data for IPO firms and all non-IPO firms during the TWW sample period

    (i.e., 1980 to 1992) with data available on COMPUSTAT. To ensure that our IPO firms and

    non-IPO firms are comparable, we restrict the regression to firms in industries with at least 5

    IPOs.31

    To control for influential observation we trim 1% of both extremes for each

    continuous variable. Current accruals are estimated from cash flow statement data when this

    is available and otherwise, estimated from balance sheet changes. Due to lack of sufficient

    observations, we are unable to estimate the regressions when current accruals are taken from

    cash flow statement data alone.

    An advantage of this procedure is that the parameters for computing normal accruals

    of IPO firms are not estimated out of sample. The regression allows the coefficient on

    Salesit to vary between IPO and non-IPO firms. If firms engage in earnings management, as

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    hypothesized by TWW, we expect the coefficient on the dummy variable for IPO firms ( 10 )

    to be significantly positive. Further, if non-IPO listed firms are conditionally conservative in

    their reporting then as in Ball and Shivakumar (2006), 4 will be significantly positive. If the

    IPO firms are more (less) conditionally conservative in event year -1 than comparable data

    for non-IPO listed firms, then 14 , the incremental sensitivity of current accruals to negative

    cash flows for IPO firms, will be positive (negative).

    The regression results are reported in Panel B of Table 8. The coefficient onDIPOit is

    insignificant in this regression, implying that IPO firms cannot be concluded to either

    overstate or understate their earnings in the IPO year relative to comparable non-IPO firms.

    The coefficient onDIPO*Salesitalso is insignificant, implying that the relation between

    current accruals and change in sales in the pre-IPO year cannot be shown to differ between

    IPO firms and listed firms. Consistent with Ball and Shivakumar (2006), the coefficient 4 is

    significantly positive, indicating that non-IPO firms are conditionally conservative in this

    period. Moreover, the significantly positive coefficient 14 suggests that IPO firms are more

    conditionally conservative in the year prior to the IPO than non-IPO firms. Although the

    latter result is not expected based on the Ball and Shivakumar (2005) hypothesis, it is

    consistent with IPO firms facing greater litigation risks than seasoned firms and

    consequently, being more conservative.

    31 This requirement is the main reason we lose a lot of IPO observations in this regression compared to analyses

    based on abnormal accrual estimates. Although our inference is not sensitive to this requirement, we believe

    that it makes the incremental coefficients for non-IPO firms more meaningful and easier to interpret.

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    behavior of IPO firms more closely resembles that of public firms as the IPO date

    approaches, even though they remain private at the time.

    We conjecture that the types of bias we observe in conventional estimates of

    discretionary accruals around the time of IPOs occur in a broad genre of studies on

    earnings management around large transactions and events. The typical hypothesis in this

    genre is that substantial earnings management occurs because, at the time of large

    transactions and events, managers have unusually strong incentives to influence their reported

    financial performance. The alternative view is that these are times of unusual scrutiny and

    risk arising from earnings management, and that the appearance of discretionary accruals is

    due to changes in companies working capital that is endogenous to the transactions and

    events.

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