Professional Documents
Culture Documents
Smeal College of Business, Pennsylvania State University, 215 Beam Business Adm. Building,
University Park, PA 16802, USA
b
Analysis Group/Economics, Cambridge, MA 02138, USA
c
Sloan School of Management, Massachusetts Institute of Technology, Cambridge, MA 02142, USA
Received 2 May 2000; received in revised form 30 November 2001
Abstract
In this paper, we examine how the exclusion of voluntary and mandatory accounting
changes from the calculation of covenant compliance affects the interest rate charged on the
loan. After controlling for self-selection bias and other factors known to affect loan spreads,
we nd that the rate charged is 84 basis points lower when voluntary accounting changes are
excluded and 71 basis points lower when mandatory accounting changes are excluded. Our
results suggest that borrowers are willing to pay substantially higher interest rates to retain
accounting exibility that may help them avoid covenant violations and to avoid duplicate
record-keeping costs. r 2002 Elsevier Science B.V. All rights reserved.
JEL classification: M4; G32
Keywords: Debt contracting; Accounting change; Covenant; Accounting choice
$
We would like to thank Robert Bowen and Angela Davis (the referees), Paul Asquith, Paul Fischer,
Bob Holthausen, S.P. Kothari, Richard Leftwich, Thomas Lys (the editor), Jody Magliolo, Ed Maydew,
Karl Muller, Katherine Schipper, Linda Vincent, and seminar participants at the University of Chicago,
University of Florida and the Pennsylvania State University for helpful comments. Anne Beatty gratefully
acknowledges nancial support from PricewaterhouseCoopers.
*Corresponding author. Tel.: +1-814-863-0707; fax: +1-814-863-8393.
E-mail address: alb16@psu.edu (A. Beatty).
0165-4101/02/$ - see front matter r 2002 Elsevier Science B.V. All rights reserved.
PII: S 0 1 6 5 - 4 1 0 1 ( 0 2 ) 0 0 0 4 6 - 0
206
1. Introduction
Prior research has focused on the importance of accounting changes in debt
contracts either by examining whether borrowers change accounting methods to
reduce the probability of covenant violations or by examining stock price reactions
to mandated accounting changes. Although these ex post studies consider the
importance of accounting changes, they examine only one part of the contracting
process. In this paper, we assess the ex ante importance of accounting changes in
debt contracts by estimating the price borrowers willingly pay to include the effects
of accounting changes in the calculations of covenant compliance. Our ex ante
approach produces insights not provide by ex post studies of covenant violations.
Specically, we estimate the amount paid by borrowers to retain the exibility
voluntary accounting changes provide and to avoid the duplicate record keeping
costs associated with excluding accounting changes from the calculation of covenant
compliance.
Watts and Zimmerman (1990) describe the importance of accounting changes
in the contracting process. Borrowers can use voluntary accounting changes
ex post to avoid covenant violations, which increases the moral hazard and adverse
selection costs associated with the contracts. In contrast, standard setters impose
mandatory accounting changes externally and, therefore, these changes impose only
limited additional moral hazard costs on the contracting parties. Mandatory
accounting changes nevertheless impose additional contracting costs because they
increase the costs of investigating and resolving inadvertent violations, and they
increase the costs associated with delays in covenant violations that predict
default.
Jensen and Meckling (1976) hypothesize that lenders ex ante anticipate the moral
hazard and adverse selection costs associated with voluntary accounting changes and
protect themselves against this possibility. We expect this protection to come in the
form of higher interest rates for contracts that allow voluntary accounting changes
to affect covenant compliance. Borrowers are willing to pay the higher interest rate if
they sufciently value the exibility provided by voluntary accounting changes.
Similarly, lenders will protect themselves from the increased contracting costs
associated with including mandatory changes by charging the borrower a higher
interest rate when mandatory accounting changes are included in covenant
compliance calculations. Borrowers may be willing to incur the higher interest rate
cost if it is less than the expected duplicate record keeping costs associated with
excluding mandatory accounting changes.
To provide evidence on whether borrowers are willing to pay higher interest rates
to retain accounting exibility and to avoid duplicate record keeping costs, we
examine the effect of excluding accounting changes on the rate charged on the loan.
We control for borrower and loan characteristics known to determine loan pricing.
We also control for the borrowers choice to exclude accounting changes since the
difference in rates charged when these changes are excluded will not capture the
treatment effect if a systematic difference exists in the loan rates that would
otherwise be charged to the borrower. To control for this potential problem, we use a
207
Heckman (1976) selectivity correction variable derived from the determinants of the
choice to exclude accounting changes.
After controlling for other characteristics known to affect loan pricing and the
self-selection problem, we nd that excluding voluntary accounting changes from the
calculation of covenant compliance results in an average reduction in the loan spread
over LIBOR of 84 basis points. We also nd that excluding mandatory accounting
changes from the calculation of covenant compliance results in a reduction of the
average loan spread of 71 basis points. These ndings indicate that accounting
changes are an important consideration in the debt contracting process. They suggest
that borrowers are willing to pay substantially higher interest rates to retain
accounting exibility that may help them avoid covenant violations and to avoid
duplicate record keeping costs. They also suggest that lenders protect themselves
from the effects of accounting changes either by charging a higher rate when
accounting changes are included in the calculation of covenant compliance, or by
restricting a rms ability to make accounting changes when the contracting costs
associated with the change are relatively large. These results are consistent with
Watts and Zimmermans hypothesis that accounting changes are important in the
lending process and that lenders consider the effects of accounting changes before
entering into a contract.
Section 2 includes the background for our study. We describe our sample in
Section 3. We develop our research design in Section 4. Section 5 provides
descriptive statistics. We discuss our empirical results in Section 6, and Section 7
presents our conclusions.
2. Background
The inclusion of voluntary versus mandatory accounting changes in the
calculation of debt covenant compliance may exert different effects on the
probability of covenant violations. Specically, the inclusion of voluntary accounting changes will reduce the probability of covenant violation but the effect of
including mandatory changes on the probability of covenant violations is uncertain.
However, the inclusion of either type of accounting change in the calculation of
covenant compliance is likely to increase the contracting costs associated with the
contract and affect the rate of interest charged on the loan.
2.1. The effects of voluntary accounting changes on covenant compliance
Although borrowers can use voluntary accounting changes to avoid violating
accounting-based covenants, previous research that examines whether managers use
this discretion nds only limited evidence of this behavior.
Healy and Palepu (1990) examine whether a sample of 126 rms that were close to
violating their dividend covenant restrictions changed their accounting methods.
They nd that these rms do not appear to make accounting changes to circumvent
dividend restrictions, but instead cut their dividends. Healy and Palepu (1990)
208
conclude that three possible explanations account for the lack of evidence supporting
the hypothesis that borrowers change accounting methods to avoid violating debt
covenants. First, they contend that borrowers may want to avoid the reputation
effects of changing accounting methods. Second, they suggest that the borrowers
may not have had sufcient accounting exibility to avoid covenant violations,
although Healy and Palepu think this unlikely to be the case. Third, they argue that
accounting changes may be employed only when managers have no other mechanism
available to avoid covenant violations, which is not the case for covenants that
restrict dividend payments.
If Healy and Palepus rst two arguments explain their lack of ndings, one could
conclude that accounting changes are, at most, of limited importance in the debtcontracting process. In contrast, their third argument would suggest that accounting
changes may not be important in covenants that restrict dividend payments, but may
be important for other covenants where accounting changes are the best mechanism
available to avoid covenant violations.
Sweeney (1994) nds some evidence of the importance of accounting changes
among her sample of 130 borrowers who eventually violate their debt covenants. She
documents a higher incidence of income increasing accounting changes in the year of
default and two subsequent years but not in the years leading up to the default. In
addition, her cross-sectional analysis is inconclusive on whether default rms make
income-increasing accounting changes to offset tightening debt-covenant constraints.
However, the fact that previous ex post studies have found only limited evidence
that borrowers change accounting methods to reduce the probability of covenant
violations may also be partly due to the research approach used. For example, ex
post studies could have limited power to detect the impact of these changes because
they do not control for whether accounting changes have been excluded from the
calculation of covenant compliance. If lenders recognize that voluntary accounting
changes can help borrowers avoid covenant violations, then lenders can avoid this
moral hazard problem by contracting on the accounting principles used to calculate
covenant compliance. A second possible explanation for the lack of results in
previous ex post studies is that they limit their sample to borrowers who have
violated or are close to violating their debt covenants. Sampling on the dependent
variable and excluding rms not at risk of violating their covenants from their
sample, could reduce the likelihood of nding results.
2.2. The effects of mandatory accounting changes on covenant compliance
In contrast to voluntary accounting changes, the inclusion of mandatory
accounting changes creates only limited moral hazard problems because standard
setters impose mandatory changes externally.1 Moral hazard problems arise only to
the extent that borrowers can choose the timing of adoption of a new standard, the
method of recording the accounting change, or, in the case of an elimination of an
1
One exception to this assumption is the inuence that borrowers can have by lobbying for changes in
GAAP.
209
accepted method, can choose among the remaining accepted accounting methods.2
However, mandatory accounting changes will increase contracting costs because
covenants are optimized based on existing rules and may no longer be optimal when
there is a mandated change in accounting methods. Mandatory accounting changes
may either increase or decrease the probability of covenant violations. Therefore,
mandatory accounting changes may prevent or delay legitimate covenant violations
or may cause inadvertent covenant violations that do not reect the probability of
default. Two anecdotal examples illustrate this point.
In 1993, Storage Technology was in danger of violating a no net loss covenant
in its debt contract. By recognizing $40 million in income associated with the
adoption of the new accounting standard for income taxes, the company was able to
comply with the accounting covenant (The Wall Street Journal, 2/4/93, p. B7). In
contrast, Fisher & Porter was required to adopt a mandated accounting standard on
employees vacation salaries, which was partially responsible for their violation of
their debt-to-equity ratio covenant (Dow Jones News Service, 5/3/82).
Stock price tests of the importance of mandatory accounting changes have
documented both positive and negative wealth transfers. Specically, Lys (1984)
documents a negative stock price reaction related to the increase in default risk of
debt arising from the adoption of SFAS 19 requiring the use of full cost accounting
for oil and gas exploration. Espahbodi et al. (1995) document a positive stock price
reaction associated with the adoption of the provision in SFAS 109 that allows the
recognition of deferred tax assets. Parties to a credit agreement can insulate
themselves from any unintended economic consequences attributable to GAAP
changes by contracting ex ante on the set of accounting principles used to measure
compliance with covenants.
2.3. Reduction in contracting costs from excluding voluntary and mandatory
accounting changes
Jensen and Meckling (1976) suggest that covenants are included in debt contracts
as a strategy for restricting managerial opportunism. They argue that by agreeing to
restrict future opportunistic behavior, a borrower can reduce their borrowing costs.
Thus, the borrower faces a trade-off between retaining the possibility of future
opportunistic behavior and obtaining a lower interest rate. Although the lenders
market power will affect the required rate of return, the trade-off between reduced
contracting costs and interest rates should exist regardless of the lenders market
power.3
2
Consistent with this argument, Sweeney (1994) documents that within the sample period she studies
(19771989) 50% of the standards enacted were income-increasing accounting standards.
3
Jensen and Meckling (1976) frame their argument in terms of one lender offering a menu of contracts.
The results also hold if the problem is modeled as a set of lenders with each lender offering a different type
of contract. Some lenders may offer contracts that contain many covenants and lower interest rates, other
lenders may offer contracts that have few or no covenants and higher interest rates. Instead of the
borrower choosing from a menu of contracts, the borrower may choose a lender who offers a preferred
contract type.
210
4
For voluntary accounting changes, a borrower could decline to make the accounting change to avoid
the duplicate record-keeping costs. But, there may be other reasons unrelated to the debt contract for a
borrower to make accounting changes and forgoing these changes would also be costly.
211
By using a keyword search on the documents containing the phrases credit agreements and exhibit
10, we identied the bank debt contracts required to be led as a material contract under the 1934 Act
reporting rules for 10K lings with the SEC. Under Regulation S-K Item 601, the SEC denes materiality
in terms of the size of the contract and whether the contract is made in the ordinary course of business.
Credit agreements prior to 1994 were not available on Lexis-Nexis.
6
We provide examples of the four types of contracts in Appendix A. We provide both the denition of
GAAP, and the section of the agreement that claries how accounting terms are to be used in the
document. See Mohrman (1996) for additional details on how contracts specify the accounting principles
that govern the contract.
7
Our sample does include some borrowers with multiple contracts. To ensure that our results are not
sensitive to the inclusion of these multiple contracts in the sample, we rerun our analyses using the mean
value of the independent variables for rms with multiple contracts. Our results are qualitatively the same.
212
Mandatory
Voluntary
Include
Voluntary
Changes
Exclude
Voluntary
Changes
Total
Include Mandatory
Change
48
56
Exclude Mandatory
Changes
36
114
150
Total
84
122
206
Fig. 1. Classication of the effects of accounting changes on the calculation of covenant compliance.
213
For our analysis of the effects of excluding accounting changes on the interest rates
charged on the loan, we run the following two separate regression models:
SPREAD bv0 Interceptbv1 SelectivityV bv2 ExcludeVoluntary
bv3 Securitybv4 Noratingcurrent bv5 S&Pratingcurrent
bv6 Maturitybv7 Loan=Assetsbv8 Size
bv9 Takeoverbv10 Revolveev ;
m
m
SPREAD bm
0 Interceptb1 SelectivityM b2 ExcludeMandatory
m
m
bm
3 Securityb4 Noratingcurrent b5 S&Pratingcurrent
m
m
bm
6 Maturityb7 Loan=Assetsb8 Size
m
m
bm
9 Takeoverb10 Revolvee ;
with
SPREADnumber of basis points above LIBOR charged on the loan;
SelectivityVselectivity correction l# i described by Greene (2000), derived from
the probit model of the decision to exclude voluntary changes using
(
f#g0 wi =F#g0 wi
if voluntary changes are excluded;
l# i
f#g0 wi =1 F#g0 wi if voluntary changes are included;
where l# i represents the tted probability, #g0 wi are the tted values from the rst
stage, calculated for each observation i; using the parameter estimates g and the
matrix of explanatory variables wi from the rst stage model; f represents the
normal distribution pdf, and F represents the normal distribution cdf;
SelectivityMselectivity correction l# i described by Greene (2000), derived from
the probit model of the decision to exclude mandatory changes calculated in the
same manner as for SelectivityV;
ExcludeVoluntarydichotomous variable that is equal to 1 if the contract
excludes the effects of voluntary accounting changes, 0 otherwise;
ExcludeMandatorydichotomous variable that is equal to 1 if the contract
excludes the effects of mandatory accounting changes, 0 otherwise;
Securitydichotomous variable equal to 1 if the contract requires collateral, 0
otherwise;
Noratingcurrentdichotomous variable equal to 1 if the borrower is not rated at the
time the contract is written, 0 otherwise;
S&Pratingcurrentnatural log of the rms S&P bond score (dened as 1 for A+,
the highest rated debt, to 12 for B, the lowest rated debt in our sample) at the time
the contract was written for borrowers with rated debt, 0 otherwise;
Maturitynumber of months between the start and end date of the contract;
Loan/Assetsamount of the loan divided by the total assets of the borrower;
Sizenatural log of the borrowers assets, in millions of dollars;
Takeoverdichotomous variable equal to 1 for takeover loans, 0 otherwise;
Revolvedichotomous variable equal to 1 for revolving loans, 0 otherwise.
214
As suggested in Greene (2000), we also adjust the standard errors in the second stage.
Greene (2000) discusses this bias in the context of wages earned by individuals who choose to go to
college. The coefcient on the effect of college education on wages will be biased if those who choose to go
to college would earn higher wages regardless of whether they actually attend college.
9
215
216
5. Descriptive statistics
Table 1 shows the means and standard deviations of the variables we use to
measure loan, borrower and lender characteristics. Loans that exclude both
mandatory and voluntary accounting changes are more likely to require security,
to be entered into by borrowers with worse credit ratings, and to have a longer
maturity than those that include either voluntary changes or both voluntary and
mandatory changes. Given our expectation that moral hazard costs and the costs of
delayed covenant violations will be increasing in the borrowers credit risk and the
maturity of the loan, this is consistent with the exclusion of accounting changes when
there are higher contracting costs. The number of lenders providing funds is larger
Table 1
Mean and standard deviation of borrower, lender, and loan characteristics for a sample of 114 loan
agreements that exclude both voluntary and mandatory accounting changes from calculation of covenant
compliance, 48 agreements that include both types of accounting changes, 36 agreements that include
voluntary but exclude mandatory changes, and for the entire sample
Variable
SPREAD
Security
S&Pratingcurrent
Noratingcurrent
Maturity
#lenders
#book-taxdiff
Loan/Assets
Loan/#lenders
Freqlender
Size
Takeover
Revolve
Exclude all
accounting
changes
Include all
accounting
changes
Include
voluntary
exclude
mandatory
Exclude
voluntary
include
mandatory
Entire sample
168.6
(110.6)
0.69
(0.46)
0.68
(0.96)
0.63
(0.48)
54.9
(21.5)
1.73
(0.97)
6.31
(3.10)
0.37
(0.37)
21.65
(33.3)
0.28
(0.45)
5.73
(1.45)
0.34
(0.48)
0.56
(0.50)
124.4
(91.0)
0.38
(0.49)
0.41
(0.81)
0.73
(0.45)
36.1
(21.6)
0.97
(1.01)
5.77
(2.59)
0.57
(1.31)
27.31
(36.72)
0.17
(0.38)
5.43
(1.72)
0.14
(0.36)
0.69
(0.47)
130.9
(97.7)
0.53
(0.51)
0.48
(0.79)
0.67
(0.48)
48.5
(21.4)
1.54
(1.28)
6.27
(2.20)
0.40
(0.38)
25.78
(18.14)
0.17
(0.38)
5.82
(1.85)
0.22
(0.42)
0.64
(0.49)
184.4
(111.8)
0.75
(0.46)
0.27
(0.78)
0.88
(0.35)
44.0
(21.2)
1.38
(0.79)
5.63
(3.78)
0.30
(0.25)
9.56
(8.55)
0.13
(0.35)
4.84
(0.98)
0.00
(0.00)
0.50
(0.53)
152.3
(104.2)
0.59
(0.49)
0.57
(0.90)
0.67
(0.47)
49.0
(22.7)
1.51
(1.07)
6.15
(2.86)
0.42
(0.71)
23.22
(31.53)
0.23
(0.42)
5.64
(1.58)
0.26
(0.44)
0.60
(0.49)
217
Table 1 (continued)
Variable
S&Pratingfuture
Noratingfuture
Number of loans
Exclude all
accounting
changes
0.89
(0.96)
0.63
(0.48)
114
Include all
accounting
changes
0.58
(0.88)
0.63
(0.49)
48
Include
voluntary
exclude
mandatory
Exclude
voluntary
include
mandatory
0.91
(0.94)
0.50
(0.51)
36
0.00
(0.00)
1.00
(0.00)
8
Entire sample
0.79
(0.94)
0.54
(0.50)
206
Variable definitions:
SPREADinterest rate on the loan stated as the number of basis points above the LIBOR rate;
Securitydichotomous variable equal to 1 if the contract requires collateral, 0 otherwise;
S&Pratingcurrentnatural log of the rms S&P bond score (dened as 1 for A+, the highest rated debt, to
12 for B, the lowest rated debt in our sample) at the time the contract was written for borrowers with
rated debt, 0 otherwise;
Noratingcurrentdichotomous variable equal to 1 if the borrower is not rated, 0 otherwise;
Maturitynumber of months between the start and end date of the contract;
#lendersnatural log of the number of lenders providing funds to the borrower;
#book-taxdiffnumber of book to tax differences reported in the borrowers nancial statement
footnotes;
Loan/Assetsamount of the loan divided by the total assets of the borrower;
Loan/#lendersdollar value of the loan divided by number of lenders providing funds to the borrower;
Freqlenderdichotomous variable equal to 1 if one of the three most frequent lenders is an agent on the
contract, 0 otherwise;
Sizenatural log of the borrowers assets, in millions of dollars;
Takeoverdichotomous variable equal to 1 for takeover loans, 0 otherwise;
Revolvedichotomous variable equal to 1 for revolving loans, 0 otherwise;
S&Pratingfuturenatural log of the rms S&P bond score (dened as 1 for A+, the highest rated debt, to
12 for B, the lowest rated debt in our sample) at the end of scal 1998 for borrowers with rated debt, 0
otherwise;
Noratingfuturedichotomous variable equal to 1 if the borrower is not rated at the end of scal 1998, 0
otherwise.
for loans that exclude both types of accounting changes than for other loans. This is
consistent with the exclusion of accounting changes when renegotiation costs are
higher, since most contract modications require a supermajority of lenders. We also
observe that the borrowers who enter into contracts that exclude both mandatory
and voluntary accounting changes have a greater number of book-tax differences in
accounting methods. Given that these differences are likely to be greater when it is
less costly for borrowers to maintain records that use different accounting methods,
this is consistent with the exclusion of accounting changes when duplicate record
keeping costs are lower. We report the results of our multivariate examination of the
effects of these characteristics on the decision to exclude accounting changes in
Appendix B.
218
6. Results
Table 2 reports the results of our regression model comparing the loan spreads for
contracts that exclude voluntary accounting changes to the loan spreads for
contracts that include voluntary accounting changes in the calculation of covenant
compliance. After controlling for other factors known to affect loan pricing and for
the selectivity correction, we nd the spread on loans that exclude voluntary
accounting changes is 84.53 basis points lower than for those where these changes
are allowed to affect the calculation of compliance with covenants.10 This nding is
consistent with the idea that there is a reduction in contracting costs when the
borrowers ability to change accounting methods to avoid covenant violations is
restricted. The magnitude of the difference in loan spreads seems reasonable given an
average stated default premium of 230 basis points for a subset of the loans in our
sample.11 We nd a positive coefcient on our selectivity correction variable, which
is what we would expect if voluntary accounting changes are more likely to be
excluded when contracting costs, such as moral hazard and adverse selection costs,
are higher.
The coefcients on our control variables are for the most part consistent with the
ndings of previous research. More specically, we nd that loan spreads are higher
for borrowers with higher credit risk and for takeover loans. Loan spreads are lower
for larger borrowers and for relatively larger loans. We also nd that loan spreads
are higher for revolving loans relative to term loans. We do not nd a signicant
coefcient on the maturity variable, which is consistent with Booths (1992)
conclusion that maturity is important in explaining loans spreads when the spread is
based on the CD rate, but it is not important when the spread is based on the LIBOR
rate.
Table 3 reports the results of our regression model comparing the loan spreads
for contracts that exclude mandatory accounting changes to those that include
them in the calculation of covenant compliance. After controlling for other
factors known to affect loan pricing and for the selectivity correction, we nd
that the spread on loans that exclude mandatory accounting changes is 71 basis
points lower than for those where these changes are allowed to affect the calculation
of compliance with covenants.12 This result is what would be expected if contract
costs are reduced by the exclusion of mandatory accounting changes. We nd a
positive and signicant coefcient on our selectivity correction variable. A positive
coefcient on the selectivity correction variable indicates that a higher rate is charged
to borrowers who are likely to have higher costs of investigating covenant violations
to determine whether they indicate a change in loan quality or a false warning.
10
When we omit the selectivity correction from the model, the coefcient on excluding voluntary
changes is not statistically signicant.
11
For 120 of the agreements in our sample, the contract explicitly states an additional interest rate
spread that will be charged if the borrower is in technical default of the loan. The default premia for our
sample agreements ranges from 100 to 650 basis points.
12
When we omit the selectivity correction variable from the regression, the coefcient on excluding
mandatory is insignicant.
219
Table 2
Coefcients and t-statistics from a regression of the basis points above the LIBOR rate charged on the
loan on a dichotomous variable measuring the exclusion of voluntary accounting changes from the
calculation of debt covenant compliance, a selectivity correction variable and other control variables. The
sample consists of 36 agreements that include voluntary and exclude mandatory changes and 114
agreements that exclude both voluntary and mandatory changes
SPREAD b0 Interceptb1 SelectivityV b2 ExcludeVoluntaryb3 Securityb4 Noratingcurrent
b5 S&Pratringcurrent b6 Maturityb7 Loan=Assetsb8 Size
b9 Takeoverb10 Revolvee:
Variable
Predicted
Coefcient
t-Statistic
Intercept
SelectivityV
ExcludeVoluntary
Security
Noratingcurrent
S&Pratingcurrent
Maturity
Loan/Assets
Size
Takeover
Revolve
+/
+/
+
+
+
+
+
+/
249.32
59.46
84.53
95.75
62.82
31.28
0.20
40.64
24.25
49.16
34.03
4.04***
2.00**
1.70**
5.26***
1.50*
1.53*
0.65
2.27**
3.87***
3.89***
3.21***
Adjusted R2
70%
** Signicant at the 5% level using either a one or two tailed test as appropriate.
*** Signicant at the 1% level using either a one or two tailed test as appropriate.
Variable definitions:
SPREADinterest rate on the loan stated as the number of basis points above the LIBOR rate;
SelectivityVselectivity correction l# i described by Greene (2000), derived from the probit model of the
decision to exclude voluntary changes using
(
f#g0 wi =F#g0 wi
if voluntary changes are excluded;
#li
f#g0 wi =1 F#g0 wi if voluntary changes are included;
# represents the tted probability, #g0 wi are the tted values from the rst stage, f represents the
where li
normal distribution pdf, and F represents the normal distribution cdf;
ExcludeVoluntarydichotomous variable that is equal to 1 if the contract excludes the effects of
voluntary accounting changes, 0 otherwise;
Securitydichotomous variable equal to 1 if the contract requires collateral, 0 otherwise;
Noratingcurrentdichotomous variable equal to 1 if the borrower is not rated at the time the contract is
written, 0 otherwise;
S&Pratingcurrentnatural log of the rms S&P bond score (dened as 1 for A+, the highest rated debt, to
12 for B, the lowest rated debt in our sample) at the time the contract was written for borrowers with
rated debt, 0 otherwise;
Maturitynumber of months between the start and end date of the contract;
Loan/Assetsamount of the loan divided by the total assets of the borrower;
Sizenatural log of the borrowers assets, in millions of dollars;
Takeoverdichotomous variable equal to 1 for takeover loans, 0 otherwise;
Revolvedichotomous variable equal to 1 for revolving loans, 0 otherwise.
220
Table 3
Coefcients and t-statistics from a regression of the basis points above the LIBOR rate charged on the
loan on a dichotomous variable measuring the exclusion of mandatory accounting changes from the
calculation of debt covenant compliance, a selectivity correction variable and other control variables. The
sample consists of 36 agreements that include voluntary and exclude mandatory changes and 48
agreements that include both voluntary and mandatory changes
SPREAD b0 Interceptb1 SelectivityM b2 ExcludeMandatoryb3 Security
b4 Noratingcurrent b5 S&Pratringcurrent b6 Maturity
b7 Loan=Assetsb8 Sizeb9 Takeoverb10 Revolvee:
Variable
Predicted
Coefcient
t-statistic
Intercept
SelectivityM
ExcludeMandatory
Security
Noratingcurrent
S&Pratingcurrent
Maturity
Loan/Assets
Size
Takeover
Revolve
+/
+/
+
+
+
+
+
+/
220.29
41.61
71.01
101.48
37.70
8.51
0.73
14.61
27.08
44.36
40.97
2.86***
1.80*
1.92**
6.37***
1.13
0.53
2.16**
2.33**
4.47***
3.03***
4.25***
Adjusted R2
82%
** Signicant at the 5% level using either a one or two tailed test as appropriate.
***Signicant at the 1% level using either a one- or two-tailed test as appropriate.
Variable definitions:
SPREADinterest rate on the loan stated as the number of basis points above the LIBOR rate;
SelectivityMselectivity correction l# i described by Greene (2000), derived from the probit model of the
decision to exclude voluntary changes using
(
f#g0 wi =F#g0 wi
if mandatory changes are excluded;
#li
f#g0 wi =1 F#g0 wi if mandatory changes are included;
where l# i represents the tted probability, #g0 wi are the tted values from the rst stage, f represents the
normal distribution pdf, and F represents the normal distribution cdf;
ExcludeMandatorydichotomous variable that is equal to 1 if the contract excludes the effects of
mandatory accounting changes, 0 otherwise;
Securitydichotomous variable equal to 1 if the contract requires collateral, 0 otherwise;
Noratingcurrentdichotomous variable equal to 1 if the borrower is not rated at the time the contract is
written, 0 otherwise;
S&Pratingcurrentnatural log of the rms S&P bond score (dened as 1 for A+, the highest rated debt, to
12 for B, the lowest rated debt in our sample) at the time the contract was written for borrowers with
rated debt, 0 otherwise;
Maturitynumber of months between the start and end date of the contract;
Loan/Assetsamount of the loan divided by the total assets of the borrower;
Sizenatural log of the borrowers assets, in millions of dollars;
Takeoverdichotomous variable equal to 1 for takeover loans, 0 otherwise;
Revolvedichotomous variable equal to 1 for revolving loans, 0 otherwise.
221
The coefcients on our control variables are largely consistent with the ndings of
previous research, such as Blackwell et al. (1998), Booth (1992), and English and
Nelsen (1999), and with the results reported in Table 2. Specically, loan spreads are
higher for secured debt, for debt with longer maturities, and for takeover loans; and
loan spreads are lower for larger borrowers, and for relatively large loans.
Surprisingly, we do not nd that the existence of rated debt or the credit rating on
rated debt is related to the price of the loan even though other measures of risk are
related to the loan spread in the expected way.
7. Sensitivity analysis
7.1. Conditional versus unconditional analysis
We examine the decision to exclude one type of accounting change while holding
constant the decision about the other type of change to avoid difculties in
identifying structural equations for the potentially joint decision of excluding the two
types of accounting changes. In sensitivity tests, we make unconditional comparisons
of the decisions to exclude mandatory and voluntary accounting changes by
including all observations in each model. Specically, we compare the 122
agreements that exclude voluntary changes to the 84 agreements that do not, and
we compare the 150 agreements that exclude mandatory changes to the 56
agreements that do not. In our unconditional SPREAD model, we calculate the
selectivity correction variables using unconditional probit models that include all 206
observations in the examination of each accounting change decision. In this analysis,
we estimate the SPREAD regression model including two selectivity correction
variables, one for the choice to exclude voluntary changes and the other for the
choice to exclude mandatory changes.
In our unconditional SPREAD model, we nd that the spread on loans
that exclude both mandatory and voluntary accounting changes is 83.6 basis
points lower than for those where voluntary changes are allowed to inuence
the calculation of compliance with covenants. This is very similar to the result
reported in Table 2. We nd no signicant difference in the SPREAD
when agreements include both types of accounting changes versus when they
include only voluntary accounting changes. This result is not consistent with
the result of our conditional analysis reported in Table 3, where we found that
the exclusion of mandatory accounting changes resulted in a signicantly
lower SPREAD. Finally, when agreements exclude voluntary accounting changes
but include mandatory changes, we nd that the SPREAD is 165 basis points
lower than when voluntary changes are included and mandatory changes
are excluded.13 Because of the small number of agreements that exclude voluntary
and include mandatory accounting changes we were unable to make a conditional
13
When we omit the selectivity correction variables from the regression model, the coefcient on all
three variables measuring the effects of excluding accounting principles are insignicant.
222
comparison for this group. The magnitude and signicance of the other
control variables are similar to those reported in Tables 2 and 3, with all the
variables that were signicant in both tables remaining signicant in the
unconditional model.
7.2. Measurement of credit risk
We test the sensitivity of our results with respect to the measurement of credit
ratings by redening the S&Prating variable as the bond rating without taking the
log of that rating. Our results using this redened variable are unchanged, although
the signicance on the coefcients on this variable in the voluntary accounting
changes models increases. We also redene this variable by setting the highest rating
equal to 2 rather than 1 before taking the log. Again our results are qualitatively
unchanged.
7.3. Measurement of fixed costs
If there is a xed component of the costs of monitoring and renegotiating
contracts then the spread over the LIBOR rate charged may be decreasing in the
loan size. We measure size in our SPREAD regressions as the log of sales. This
variable may capture the effect of these xed costs. We also test the sensitivity of our
results to the inclusion of the log of the loan. This variable is insignicant in our
SPREAD models when size is also included in the model. These ndings are
consistent with Booth (1992).
8. Conclusion
We examine the ex ante importance of accounting changes in debt contracts by
estimating the price that borrowers willingly pay to retain the exibility provided by
voluntary accounting changes and to avoid the duplicate record keeping costs
associated with excluding accounting changes from the calculation of covenant
compliance.
We nd that the spread on loans that exclude voluntary accounting changes is 84
basis points lower than for those that include those changes. This result suggests that
borrowers are willing to pay substantially higher interest rates to retain accounting
exibility that may help them avoid covenant violations. It also suggests that lenders
protect themselves from the moral hazard and adverse selection costs of including
voluntary accounting changes in debt covenant compliance. This protection is
attained either by charging a higher rate when accounting changes are included in
the calculation of covenant compliance, or by restricting a rms ability to make
accounting changes when the contracting costs associated with the change are
relatively large.
We also provide evidence that lenders consider the effects of mandatory
accounting changes before entering into a contract. We nd that the exclusion of
223
mandatory accounting changes may reduce the expected renegotiation costs of the
loan and that borrowers can benet from this reduction in expected costs through
lower interest rates. Our sensitivity analysis indicates, however, that the results for
mandatory changes are not as robust as for voluntary changes.
Our ndings, which indicate that accounting changes are ex ante an important
consideration in the debt contracting process, support previous studies that have
found evidence of the ex post importance of accounting changes in debt contracts for
borrowers who violate their accounting based covenants. Our ex ante approach
extends the results or prior research because it assesses the importance of accounting
changes regardless of whether borrowers violate their covenants.
Appendix A
This appendix provides an example of each of the four different types of
accounting denitions that may govern the contract.
A.1. Exclude voluntary and mandatory accounting changes
Company: Peebles
GAAP shall mean generally accepted accounting principles in the United States of
America as in effect on the date of this Agreement consistently applied; it being
understood and agreed that determinations in accordance with GAAP for purposes
of Section 8, including dened terms as used therein, are subject (to the extent
provided therein) to Section 12.07(a).
12.07 Calculations; Computations. (a) The nancial statements to be furnished to
the Lenders pursuant hereto shall be made and prepared in accordance with GAAP
consistently applied throughout the periods involved (except as set forth in the notes
thereto or as otherwise disclosed in writing by the Borrower to the Lenders);
provided, however, that (i) except as otherwise specically provided herein, all
computations determining compliance with Section 8, including denitions used
therein, shall utilize accounting principles and policies in effect at the time of the
preparation of, and in conformity with those used to prepare, the January 28, 1995
historical nancial statements of the Borrower delivered to the Lenders pursuant to
Section 6.10(b), and (ii) that if at any time the computations determining compliance
with Section 8 utilize accounting principles different from those utilized in the
nancial statements furnished to the Lenders, such nancial statements shall be
accompanied by reconciliation work-sheets.
A.2. Include voluntary and mandatory accounting changes
Company: Servtec
GAAP means generally accepted accounting principles as in effect from time to
time as set forth in the opinions, statements and pronouncements of the Accounting
Principles Board of the American Institute of Certied Public Accountants, the
224
Financial Accounting Standards Board and such other Persons who shall be
approved by a signicant segment of the accounting profession and concurred in by
the independent certied public accountants certifying any audited nancial
statements of the Company.
Section 1.03. Accounting Terms. All accounting terms not dened herein shall be
construed in accordance with GAAP, as applicable, and all calculations required to
be made hereunder and all nancial information required to be provided hereunder
shall be done or prepared in accordance with GAAP.
A.3. Include voluntary accounting changes and exclude mandatory changes
Company: Emcon
GAAP means generally accepted accounting principles and practices consistent
with those principles and practices promulgated or adopted by the Financial
Accounting Standards Board and the Board of the American Institute of Certied
Public Accountants, their respective predecessors and successors. Each accounting
term used but not otherwise expressly dened herein shall have the meaning given it
by GAAP.
8.8 Accounting Terms. Except as otherwise provided in this Agreement,
accounting terms and nancial covenants and information shall be determined
and prepared in accordance with GAAP as in effect on the date of this
Agreement.
A.4. Include mandatory accounting changes and exclude voluntary
Company: American Disposal Services
GAAP means generally accepted accounting principles set forth from time to time
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certied Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar
functions of comparable stature and authority within the US accounting profession),
which are applicable to the circumstances as of the date of determination.
8.19 Accounting Changes. The Company shall not, and shall not permit any
Subsidiary to, make any signicant change in accounting treatment or reporting
practices, except as required by GAAP, or change the scal year of the Company or
of any Subsidiary.
Appendix B
This appendix provides details about the probit models that we use to estimate the
selectivity correction that is included in Eqs. (1) and (2)
Table 4 provides coefcients and (t-statistics) from the probit regression models of
the exclusion of accounting changes from the covenant compliance calculation.
225
Table 4
Coefcients and (t-statistics) from the following probit regression models of the exclusion of accounting
changes from the covenant compliance calculation
ExcludeVoluntary gv0 Interceptgv1 Securitygv2 S&Pratringcurrent gv3 Noratingcurrent
gv4 Maturitygv5 #lendersgv6 book-taxdiffgv7 Loan=assets
gv8 Loan=#lendersgv9 Freqlendergv10 S&Pratingfuture
gv11 Noratingfuture uv
and
m
m
m
ExcludeMandatory gm
0 Interceptg1 Securityg2 S&Pratringcurrent g3 Noratingcurrent
m
m
m
gm
4 Maturityg5 #lendersg6 book-taxdiffg7 Loan=assets
m
m
gm
8 Loan=#lendersg9 Freqlenderu :
Variable
Predicted
Intercept
Security
S&Pratingcurrent
Noratingcurrent
Maturity
#lenders
#book-taxdiff
Loan/Assets
Loan/#lenders
0.09
(0.09)
0.60
(1.96)**
1.28
(2.45)**
2.42
(2.31)**
0.004
(0.76)
0.19
(1.27)
0.03
(0.62)
0.38
(1.04)
0.001
(0.21)
3.40
(2.89)***
1.13
(2.78)**
0.31
(0.78)
0.89
(1.10)
0.01
(1.58)*
0.61
(2.84)***
0.14
(1.74)**
0.10
(0.54)
0.003
(0.63)
226
Table 4 (continued)
Variable
Predicted
Freqlender
(0.91)
(0.88)
S&Pratingfuture
Noratingfuture
0.21
(0.66)
1.48
(2.22)**
2.79
(2.44)**
Pseudo R2
11.9%
18.4%
*Signicant at the 10% level using either a one or two tailed test as appropriate.
**Signicant at the 5% level using either a one or two tailed test as appropriate.
*** Signicant at the 1% level using the appropriate one- or two-tailed test.
Variable definitions:
ExcludeVoluntarydichotomous variable equal to 1 if voluntary accounting changes are excluded from
the calculation of covenant compliance, 0 otherwise;
ExcludeMandatorydichotomous variable equal to 1 if mandatory accounting changes are excluded from
the calculation of covenant compliance, 0 otherwise;
Securitydichotomous variable equal to 1 if the contract requires collateral, 0 otherwise;
S&Pratingcurrentnatural log of the rms S&P bond score (dened as 1 for A+, the highest rated debt, to
12 for B, the lowest rated debt in our sample) at the time the contract was written for borrowers with
rated debt, 0 otherwise;
Noratingcurrentdichotomous variable equal to 1 if the borrower is not rated, 0 otherwise;
Maturitynumber of months between the start and end date of the contract;
#lendersnatural log of the number of Lenders providing funds to the borrower;
#book-taxdiffnumber of book-to-tax differences reported in the borrowers nancial statement
footnotes;
Loan/Assetsamount of the loan divided by the total assets of the borrower;
Loan/#lendersdollar value of the loan divided by the number of Lenders;
Freqlenderdichotomous variable equal to 1 if one of the three most frequent Lenders is an agent on the
contract, 0 otherwise;
S&Pratingfuturenatural log of the rms S&P bond score (dened as 1 for A+, the highest rated debt, to
12 for B, the lowest rated debt in our sample) at the end of scal 1998 for borrowers with rated debt, 0
otherwise;
Noratingfuturedichotomous variable equal to 1 if the borrower is not rated at the end of scal 1998, 0
otherwise.
accounting change will occur during the life of the loan. We also nd that mandatory
accounting changes are more likely to be excluded the higher the costs of
renegotiating the loan, measured using the number of lenders. Finally, we nd that
mandatory accounting changes are more likely to be excluded when the costs of
duplicate record keeping are higher. We use the number of differences in accounting
methods between nancial and tax reporting to measure these costs.
These results suggest that ex ante accounting methods inuence the debt
contracting process and that the contracting parties design debt agreements to
reduce the contracting costs that arise when the calculation of covenant compliance
includes accounting changes.
227
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