ofX$& HD28 .M414 n THE EFFECTIVENESS OF ACCOUIITIKG-BASED DIVIDEND COVENANTS Du 14 THE EFFECTIVENESS OF ACCOUNTING-BASED DIVIDEND COVENANTS Paul M. Healy School of Management Massachusetts Institute of Technology Krishna G. Palepu Graduate School of Business Administration Harvard University lAff February 1989 Forthcoming: Journal of Accounting and Economics [MAY 13 1991 i The paper has benefited from the comments of Joy Bagley, Bob Holthausen, Bob Kaplan, Katherine Schipper, Ross Watts, Karen Wruck, the conference participants at the University of Rochester, and seminar participants at Duke University, the University of California at Los Angeles, and the Wharton School. We would like to thank Jeffrey Liu and Ken Hao for their research assistance and the Division of Research, Harvard Business School for funding the research. THE EFFECTIVENESS OF ACCOUNTING-BASED DIVIDEND COVENANTS This paper examines whether firms that are close to violating their lending covenants make income-increasing accounting decisions to avoid cutting dividends. While firms close to adopt income-increasing pension accounting changes, these appear to be motivated by cash management concerns. There is no evidence that these firms make other accounting changes to circumvent the dividend restriction. However, there is a substantial increase in the frequency of dividend cuts and omissions for these firms. The magnitude of the dividend cuts is related to the tightness of the dividend constraint. Thus despite the accounting their dividend restriction flexibility available to managers, accounting-based covenants appear to be effective bondholders to restrict firms' dividend policies. means for DBNEV M. MAY 1 3 1991 1. INTRODUCTION Dividend restrictions, the most reduce potential conflicts of interest common covenant in restrictions, GAAP, managers can and avoid dividend cuts through accounting decisions. response an increase to in (to Since there restricting restrictions considerable accounting is covenant potentially circumvent dividend the detriment of bondholders) by increasing earnings This paper examines accounting and dividend policy changes in the tightness of the dividend covenant restriction to assess whether accounting earnings-based dividend covenants are effective themselves by These to terms of accounting earnings, typically under generally accepted accounting principles (GAAP). available under debt contracts, are designed between bondholders and stockholders. define funds available for dividend payments discretion in means managers from using dividend for policy bondholders to transfer to protect wealth to stockholders. The covenant changes results, based on a sample restrictions in 126 firms which were close of to violating their dividend 1981-1985, indicate that there are no significant during the period While the sample firms accounting methods surrounding the near-violation. firms' adopt income-increasing pension accounting assumptions during the four years surrounding the near-violation of the dividend constraint, considerations, rather than the increase the year of the near-violation there and omissions, reductions for is changes is in they appear to be motivated by cash flow tightness of the dividend constraint. a substantial increase persisting for several subsequent years. in earnings and operating cash flows. A The magnitude small number restructure the debt that contains the binding dividend restriction. accounting decisions play only a limited accounting discretion available to role in sample contrast, in the frequency of dividend cuts related to the degree of tightness of the dividend constraint, in In We firms' overall even of of the dividend after controlling sample firms also therefore conclude that responses. Despite the managers, earnings-based dividend covenants appear to be effective means The bondholders rest of the paper is to constrain firms' dividend policies. organized as follows. Section two describes the dividend covenant Section three discusses the sample and the data. restriction. are presented section for five. The accounting response results section four, and dividend and debt restructuring responses are reported in The final in section presents a discussion of the findings. DIVIDEND COVENANT RESTRICTIONS 2. Covenant restrictions in debt contracts are designed reduce the potential to conflict of interest between bondholders and stockholders (see Jensen and Meckling (1976), Myers (1977), Smith and Warner (1979), Kalay (1982), While and Leftwich (1983)). debt contracts include a variety of accounting-based restrictions on the firm, dividend covenants are the most frequent. Duke and Hunt (1989) examine 187 firms from Moody's Industrial Manual, covenant, 35% have 18% have a stockholders' equity covenant. and a working capital covenant, Since stockholders (or the debt covenants for a 55% report that 28% have of the random sample of sample have a dividend a debt-equity ratio covenant, and managers appointed by them) control the firm, they have incentives to pursue dividend policies which transfer wealth from bondholders to stockholders. For example, shareholders have an incentive thereby reducing the collateral available is particularly severe when the firm of debt reflects the probability of is to to deplete existing bondholders' in performing poorly. the event of default. In such opportunistic behavior. reduce the resulting cost by precommitting high frequency of dividend covenants in assets by paying out dividends, This incentive rational debt markets, the price Managers and stockholders can to limit the level of future dividend payments. The debt contracts suggests that bondholders consider this conflict to be important, and believe bondholders' interests without As Kalay (1982) this that the firms' managers not cut dividends to protect will covenant. reports, dividend covenants typically define an available for dividends (inventory of payable funds or IPF) over the definition of the inventory for period t (Kalay (1982), and Watts and t IPFt = kl issues in period The formula t, Dx for is Inc. in t, k S, - x=0 is ID t a constant (0<k<1), in Sx is is : the proceeds from stock period x, and F is a fixed number. depends on accumulated retained issued since the date of the debt issue (t=0). 1 following description of the dividend restriction faced by Gulf a 1966 public debt issue (1986)) x=0 implies that the inventory of payable funds new stock Zimmerman + F dividends and share repurchases earnings and the amount of The period X The usual of the debt. t-1 t ET + x=0 where, E t are earnings life inventory of funds illustrates the & Western Industries, above formula: (The) company may not pay cash dividends or acquire capital stock in excess of consolidated net income after December 31, 1965; plus net proceeds from the sale of capital stock after such date, up to an amount not exceeding the amount capital shares; plus expended after such date to purchase or redeem $7,000,000. (Moody's Industrial Manual, 1985, Moody's also reported that at July 31, 1984, Gulf p. 436). & Western had $329 million of unrestricted retained earnings (or inventory of funds payable) available for dividends under the firm's most restrictive covenant. In 1984, the company paid $65.5 million in cash dividends and used requiring the Dividend payments are also constrained indirectly through covenants paper focusses only This worth. maintenance of a minimum level of working capital or a minimum net on direct dividend covenants. 1 $170.4 million for share repurchases. Debt covenants principles typically use earnings computed under generally accepted accounting GAAP (GAAP) (see Smith and Warner (1979) and Leftwich (1983)). variety of accounting policies to record the private lending agreements, same economic make adjustments to However, debt covenants generally do not constrain GAAP firms' event. to Some permits a covenants, especially in reduce management's discretion. choices of accounting policies within GAAP.2 Watts and Zimmerman (1986) hypothesize that when a firm is close to exhausting its inventory of payable funds, managers have an incentive to exploit the accounting discretion available under GAAP dividend payments. and make income-increasing accounting decisions A few and Daley and Vigeland (1983) report that firms Bowen, Noreen and Lacey that capitalize research and development expenses have lower inventories of funds available firms that avoid reducing studies test this hypothesis by examining the relation between dividend covenant restrictions and firms' accounting choices. (1981), to expense these items. In for interest, dividends than contrast, Holthausen (1981) finds no relation inventory of payable funds and depreciation accounting changes. A number and between the of other studies use the debt/equity ratio as a proxy for tightness of covenant restrictions and conclude that the probability of a firm selecting income-increasing accounting procedures 2 Leftwich (1983) argues that accounting policies. it is optimal to allow managers some is positively related to flexibility in the choice of closeness to covenant constraints. 3 The above evidence suggests be an effective to induce means managers rather than to debt, covenants based on accounting earnings may not of protecting bondholders' interests. 4 The intent of dividend change accounting policies. This paper provides descriptive evidence on the to their The dividend constraint. findings are useful assessing whether accounting-based dividend covenants are effective means 3. is accounting policy changes, dividend reductions, and debt renegotiations a sample of firms that are close restrict covenants of firms that are close to their constraint to cut dividends or renegotiate the relative frequencies of for that dividend managers from using dividend for bondholders in to policy to transfer wealth to stockholders. SAMPLE SELECTION AND DATA The sample comprises dividend constraint during (unrestricted retained reported in firms' base, used is ratio of in firms that experience a sharp increase the earnings) 1981 period under the most financial statement footnotes, the sample funds available for to the tightness of their The inventory restrictive of in payable funds dividend covenant, which is and on the Standard and Poor's Compustat data Tightness of the dividend constraint selection. dividends 1985. in a given year to dividends in is the previous year. available for dividends are defined as unrestricted retained earnings at year and preferred cash dividends paid and stock repurchases during the estimated by the year. Funds end plus common These funds represent See, for example, Deakin (1979), Dhaliwal (1980), Bowen, Noreen and Lacey (1981), Zmijewski and Hagerman (1981), Dhaliwal, Salamon and Smith (1982), Lilian and Pastena (1982), and Daley and Vigeland (1983). 3 recent study of accounting changes by Lilien, Mellman, and Pastena (1988) concludes that despite increased regulation of accounting choices by the FASB and SEC, managers are able to modify 4 A reported income through accounting changes. the maximum violating dividends and stock repurchases that a firm can pay during the year without new dividend constraint or issuing its previous year's common and preferred cash dividends years that a firm can maintain future earnings or common defined to be close to its its stock issues. first files. years of unrestricted retained earnings available For the remaining firms retained earnings for 1981 to 1985. A unrestricted retained earnings below two became all falls in one firm of the five are identified from this process. dividend covenant is for we dividends included is in in one was in 0). first the of near-violations for for cutoff of tests, with the costs of two years is Data of of years of The sample thus in breaching to years -1, 0, 1, these firms by year is collection costs are significant in this 1980, but thirty-three firms for is its and which relatively somewhat selected to tradeoff sample size, and therefore the data collection. number sample comprises the 126 firms Selecting firms with less than two years of funds available for dividends A the number comes close Annual reports reports are available 6 The frequency if One hundred and which a firm final 1979 from in not close to binding The 5 is 1980 and discard firms with of these five years. subsequent years. The year in we compute the sample 2 are collected for the sample firms. arbitrary. of monitor the number of years of unrestricted defined as the event year (year . less than two, a firm is pay cash dividends For these firms firms for which the dividend constraint close to binding of years identify all firms that the 1986 Compustat Industrial and Research comprises number the dividend constraint. 5 To select the sample, we less than two years. is (and repurchases) without additional number this If of this variable to the ratio and stock repurchases of dividends level The equity. power of the study since data are largely hand-collected through a detailed reading of companies' annual reports. 6 in these companies financial statements discuss the dividend and other covenants facing the firm. The most common restriction discussed is the dividend Working capital constraint, which defines unrestricted retained earnings available for dividends. covenants, which restrict cash available for dividend payments, are also discussed but there is no restrictive The debt footnotes 20% evenly distributed across the sample period: in 1984 and 20% Table earnings available for dividends medians. 7 In 30% 1981, 16% 1982, in in 1983, 14% 1985. in presents descriptive 1 in years -5 in years -5 this variable is to on the number of years of unrestricted retained statistics to 2 for the sample firms and their industry defined as unrestricted retained earnings at year end plus cash dividends and stock repurchases, divided by cash dividends and stock repurchases the prior year. years In and 2 the number 1 of years for defined as unrestricted retained is earnings at year end plus cash dividends and stock repurchases, divided by cash dividends and stock repurchases for year -1.8 For years -5 to the -1, sample firms have on average seven to nine unrestricted retained earnings available for dividends, similar to their industries. number of years for the firms' industries do sample not experience a decline two subsequent years, there The sample dividends. indication for our the footnote firms falls sharply to 1.2 is sample 0. In no further deterioration in sample sudden increase in firms' in the annual reports, we verify the value sample year In the funds available for in 0. the tightness of their dividend firms that they consider violation of these constraints to information The mean contrast, the funds available for dividends in firms thus experience a year in years of of be imminent. Using unrestricted retained earnings reported by Compustat. 7 Industry medians are calculated for dividends and are the same four-digit all Compustat Industrial constraint. Defined and Research firms that pay Standard Industry Code as the sample firms. this way, the variable measures the number absent dividends a change in dividend policy subsequent 8 for in of to years of retained earnings available the near-violation of the dividend constraint, which is The sample dramatic decline bolster income. in unmatched by their industry counterparts. 9 firms can take a number their dividend-paying Alternatively, they we read the management's reports of each sample We and (iii) responses firms' report, the financial statements, firm in years -1 to -2; 2. (ii) and to to the dividend constraint, and footnotes from the annual From these sources we changes in collect data on: accounting procedures dividend covenant waivers, debt retirements or restructurings Compustat also collect the following data from following, the dividend payments, and/or renegotiate the debt To analyze accounting procedures used during year to 2; anticipation of, in They can make accounting decisions abilities. may reduce has the binding dividend constraint. that actions for years -5 to 2: (i) in in years years -1 (i) -1 to 2. earnings, operating cash flows, non-working capital accruals (depreciation and deferred taxes), and working capital accruals assets; (iv) (ii) (changes common in receivables, payables, and inventory) as a percentages of sales dividends per share; (iii) and earnings and operating cash flows per share; and beginning of year stock price. To 1980 to we construct a population benchmark, 1986, and accounting policies Techniques (hereafter ATT). ATT is for on accounting method changes from collect data 1979 to 1983 from Accounting Trends and published annually by the American Institute of Certified Public Accountants from a survey of the financial reports of 600 major public corporations. The the firms surveyed by ATT are typically larger than those sample firms have annual revenues We of less than in $500 our sample. million Sixty-four percent of compared to 31% for ATT. examine unrestricted retained earnings for the sample firms in years -5 to -2 to determine whether the dividend constraint had been binding prior to the sample period. None of the Two firms in year -5, one firms had less than one year of funds available for dividends in these years. firm in year -4, and no firms in year -3 and -2 had less than two years of funds available for dividends. 9 also Thus, the dividend constraint was not binding in the few years prior to the test period. 9 12% Further, only ATT. of our sample have revenues greater than $2 Earlier studies find that there a summary of these studies). therefore biases our tests accounting decisions relative in The size difference ATT for between our sample and the ATT population make income-increasing firms. ACCOUNTING DECISIONS AND DIVIDEND COVENANT RESTRICTIONS 4. In this increase section we examine whether degrees of freedom available dividend constraint. to respond methods to the in Next, we estimates, an firms already selected all they response in may have no increased tightness of the constraint. Therefore, we examine changes also investigate accruals in further in to the increased tightness of the accounting procedures years in -1 in to 2. accrual these years. Accounting Procedure Choices In table 2 we tabulate the frequency of accounting procedure choices for the test firms The accounting procedures examined -2. extent of LIFO amortization use, investment tax credit method, period for pension prior 10 some in are: depreciation methods, inventory pricing, period service amortization costs, assumptions. 10 Where available, we also report the frequency since If prior years, to decisions since managers can also influence reported earnings through changes Finally, year make accounting analyze accounting procedures selected two years prior first 4.1 firms the tightness of their dividend covenant constraint. in available income-increasing accounting we 36% to and size (see Watts and Zimmerman (1986) favor of finding that the test firms to the compared a negative relation between the likelihood that a firm is selects income-increasing accounting procedures, for billion, period and pension of choices for intangibles, rate made by the of ATT return firms. The frequencies for depreciation, inventory, and investment tax credit do not add to 100% more than one method. For example, some firms use both LIFO and FIFO, and are firms use therefore included in both categories. 1 A two-tailed Binomial test The likely to is used to test results, reported in compare the frequencies Table 2, provide for these samples. some evidence use income-increasing accounting procedures than the that the test firms are ATT firms most firms use Straight-Line depreciation, where there are multiple methods more firms are than the firms ATT likely to firms. use the Units of test firms of These over 40 years. earlier, the test firms are use, the test in use Accelerated methods less likely to LIFO and Average Cost than the ATT use the Flow-Through method their intangibles and While -2. where multiple inventory accounting methods are used, the Similarly, have lower frequencies of Production, year in more of Investment results should A firms. test higher proportion Tax Credit accounting, and amortize be interpreted with caution. on average smaller than the ATT firms. differences could be size-related rather than due to the differences As noted Therefore, the documented in nearness to the dividend constraint. There appear accounting methods to to be several areas where the sample firms have opportunities increase earnings. Average Cost, and may be able maximum many of the test firms increase earnings by changing to FIFO. to firms could increase the period For example, used to Also, a entail higher tax likely to change use LIFO or number of test amortize pension prior period service costs to the Both inventory and allowed, or increase the pension rate of return assumptions. pension changes are to increase reported income. However, the inventory changes may payments, whereas the pension changes can reduce cash outlays by reducing funding requirements. In addition, earnings through changes in some of the sample firms may be able to depreciation and goodwill amortization methods. increase reported 1 1 4.2 Changes To test in Accounting Procedures whether firms that are close to their dividend constraint are change accounting procedures, we examine the frequency firms during years -1 to 2. more to likely changes by the sample of reported Voluntary changes examined include changes in pension accounting assumptions and/or cost methods, LIFO adoptions or extensions, other inventory changes, depreciation changes. method changes, changes We in depreciable and Investment Tax Credit method lives, also examine mandatory accounting changes since firms have discretion over the timing of their adoption. The mandatory changes (compensated absences), SFAS 52 (pension accounting). relevant to the sample period include To provide a population benchmark, the frequency mandatory accounting changes during these years are also reported tailed Binomial test is SFAS 87 and 88 currency translation), and (foreign used to significantly from that for the for the assess whether the frequency of changes ATT SFAS 43 of voluntary and A two- ATT firms. 11 for the test firms differs population. Positive accounting theory predicts that, given an increase in the tightness of the dividend constraint and the potential cost that imposes on stockholders, managers of the test firms are likely to switch accounting methods frequency of voluntary accounting changes for the test firms likely to differ The than for the ATT firms. in The to avoid being forced to cut dividends. years -1 to 2 is therefore expected timing of mandatory accounting to The be higher changes is also across these samples. results of the analysis are reported in Table 3. With the exception of changes in pension assumptions and/or cost methods, the frequency of voluntary accounting changes by the " ATT frequencies are computed for each sample firm the corresponding calendar years. Table 2 reports the means in years -1 to 2 using survey data from of these frequencies. 12 test firms is very small, and not different from the proportion of the sample and However, the 2. test in firms change frequencies firms' significantly larger than the methods are reported ATT ATT proportion of test firms and the ATT indicates that the test firms do not 3. pension assumptions The results of adoptions of There is differently in a 2.13 significant each of years -1 to (37%) are both 1 mandated accounting no significant difference between the firms adopting these behave 1 (33%), and year year in frequencies. Panel B of Table their ATT benchmark. methods from the ATT in the sample years. This firms regarding the timing of these adoptions. While the above results indicate that the change in general not accompanied by changes firms making significant changes in their in in closeness by $383,000) and adopted FIFO in dividend constraint is accounting methods, there are individual cases of accounting policies during the sample period. example, Raymark Corporation adopted Straight-Line depreciation income by $229,000), changed pension to the actuarial assumptions in in year year -1 For (increasing net (increasing net income year 2 (increasing earnings by $5,951,000). While it is possible that the above accounting changes (perhaps combined with less visible accrual policies) were motivated by the increased probability of contract breach, Raymark is an Since a LIFO adoption or extension change typically decreases reported earnings, we would expect the frequency of changes to be lower for the test firms than the ATT sample. We are unable to reject the hypothesis that there is a difference in the frequency of these changes for the two samples. 12 13 Table 2 indicates that ATT firms are more likely to have chosen Accelerated depreciation and the Deferral ITC method at the beginning of year -1. Th6y therefore have more opportunities than We repeat the tests in the test firms to switch to income-increasing alternatives in subsequent years. switched to Straighthave Table 3 after adjusting for these differences. Of the test firms that could -1 the ATT firms that could In comparison, 17% of Line depreciation, only 12% switch in years to 2. have switched did so in these years. For the ITC, 10% of the test firms and 22% of the ATT firms that could have switched to the Flow Through method did so in years -1 to 2. There is no evidence that, after controlling for higher frequency of accounting flexibility for the two groups, the test firms have a income-increasing accounting changes than the ATT firms. differences in 13 case among the 126 sample isolated Further Evidence on Pension Accounting Changes 4.3 The evidence constraint are we section more in section 4.2 likely to of different income-increasing change changes 0, 17% assumptions. Changes in in is number 1, used and 18% in to calculate the year 2. the Table 4 provides descriptive In year -1 statistics The most frequent 9% sample of the The proportion pension expense. making these changes ranges from 4 of the firms economic significance on reported earnings statistics for The 62% in on the income pension methods, and earnings. 14 of The second most frequent change each of the pension firm that of these firms report that the accounting summary A In this to is 27% is in actuarial 10% per year. the amortization period for prior service costs are rare. (28%, 60%, 50%, and 1. Panel the rate of return assumption. in The percentage To assess their effect year further. ATT sample. the types of pension changes for the sample firms. firms increase the rate of return year indicates that firms that are close to their dividend change pension accounting methods than investigate these on the frequency in firms. for years -1 effect of to 2 changes, we collect information announced an accounting change. change has no material respectively). pension changes for effect A on large on earnings Panel B of Table 4 reports all firms that change their those that disclose that the pension changes have a material effect on effect of the changes on after-tax earnings are deflated by dividends in year - This ratio measures the effect of the accounting change on the number of years of unrestricted retained earnings available for dividends. The income effect of pension changes is assumed to be zero for firms that report that the immaterial. The average effect reported in Table 3 for all pension changing firms is therefore 14 effect is likely to be understated. 4 1 For all pension accounting change firms the median earnings effect dividends, and zero occurs year in 0. In values suggest that the remaining years the effect for a few (920%). 1 on earnings is mean mean ranges from 8% -1 earnings effect to is is 6% of 34% and 18%. The small median evidence that the accounting changes have a significant The mean earnings effect effect for firms that disclose that the 83% of dividends in year pension changes There are 0. five firms for These are PSA Inc. Corp. (72%), Gates Learjet Corp. (75%), Portec Inc. (158%), and Vertipile Inc. which the earnings GAF is largest year pension changes do not have a significant effect on of these firms, However, there firms. have a material (55%), most for dividend restrictions. The the three subsequent years. in in effect is greater than The mean 5 effect in the other years The above pension significant effect in year of -1 ranges from results indicate that: frequency of pension accounting changes change has a 50% the (i) years -1 dividends. 12% to 35%. sample firms have a to 2; and (ii) for a relatively high few firms the pension on the tightness of the dividend constraint. This evidence is consistent with the hypothesis that sample firms' pension accounting changes are motivated by dividend covenant considerations. However, there is A a competing explanation. reduction in pension expense, from changing pension assumptions, not only increases reported earnings but also decreases cash outflows. the pension changes may If the sample firms experience declines also be motivated by cash in operating management concerns, cash flows, rather than the tightness of the dividend covenant per se. 16 15 and one Of these firm firms, maintained its two omitted common dividends in year 0, two decreased their dividends, dividend. Evidence presented later in the paper shows that the sample firms have lower operating than and 1. cash flows their industries in years 16 1 To examine closeness the relation between the earnings pension accounting changes and the effect of to the dividend constraint after controlling for 5 changes operating cash flows, in we estimate the following regression: PEFF = B where, PEFFj t the is RiACF + jt change in jt + f3 2 DR jt + C jt (1) net income per share (cash flow per share) from the pension accounting changes as a percent of the stock price change in beginning of the year; at the is the operating cash flows per share excluding the effect of the pension change also as a percent of the stock price at the beginning of the year; DRjt unrestricted retained earnings available for dividends; and respectively. 17 will ACFjt If j and is t the number of years of represent firms and years pension accounting changes are motivated by cash management concerns, Bi be negative, whereas if they are motivated by dividend covenant considerations, B2 wi " De negative. Equation (1) is estimated for firms that the year of the change. cash flow variable (BO less than the 5% level. The is results are presented -0.025. The make Although this a pension accounting change using data in Table value is 5. The estimated relatively small, coefficient for the dividend restriction (B2) is in coefficient for the it is significant at insignificant at the 17 Operating cash flows before the effect of pension changes are Net Income + Depreciation Deferred Income Taxes - Changes in Inventories and Receivables + Changes in Payables - After-tax Change in Pension Expense due to the Accounting Change. 1 10% level. 18 management We expand the These results suggest that the pension accounting changes are motivated by cash considerations, rather than the dividend constraint. also estimate a sample using data for years number to include -1 to 2. all one and zero otherwise. estimated coefficient Third, The for the deflated is in in cash and marketable securities as of years of funds available for dividends cash flow (R^ is is The negative and significant, and insignificant. firms make pension accounting changes tightness of the dividend constraint, dividend constraint 4.4 pension-changing firms, results are similar to those reported in Table 5. 'S we thus no evidence that the dividend constraint influences the pension changes. Even though the sample increase level of First, reconstruct the dividend restriction variable as a number change the dividend restriction coefficient (R2) There we the if specifications of equation (1). firms, rather than just the Second, we include the variable, taking the value less than two, of alternative sample an additional independent variable. dummy 6 it is in years surrounding the not possible to attribute these to the itself. Accrual Management Decisions Changing accounting methods is but one means the probability of violating a dividend constraint. accelerate revenues or defer expenses. of managing reported earnings Managers can also to reduce select accruals that Accruals are less visible than method changes and are 18 Specification tests are conducted to assess whether the residuals are homoskedastic (see White (1980)), and normally distributed. We cannot reject the hypotheses that the residuals are homoskedastic and normally distributed at the 0.05 level. Belsley, Kuh and Welsch (1980) diagnostics for the effect of extreme observations on the coefficients, and for multicollinearity indicate that the reported estimates are not influenced by extreme observations, and that the independent variables are not collinear. 1 therefore difficulty more to manage earnings. Of course, low their visibility and the specifying an accruals expectations model also increases the difficulty for the in researcher be used likely to 7 earnings management. To test whether managers use accruals to reduce the to detect we examine probability of breaching dividend constraints, accruals, earnings and cash flows in years surrounding the increased tightness of the dividend constraint. Panel A of Table 6 reports median values of operating cash flows, non-working capital accruals, working capital accruals, years -5 to 2J9 and earnings as percentages Panel B presents medians of industry-adjusted difference between ratios for the sample firms and experience significant declines in years and -1 capital 0, and outperform accruals Earnings, the sum fall sharply, earnings in their industry ratios, sample firms computed as medians. 20 The sample and non-working capital accruals In firms in to 2 working relatively constant. years are -1 and accruals, therefore experience even greater declines Hence, there is in the operating cash flow ratios relative to their industries their industries the following year. of cash flows these years than cash flows. to increase of sales for the in no prima facie evidence that managers use accruals years surrounding the increased tightness of their dividend constraint. 21 19 Working capital accruals are Changes in Receivables and Inventories - Changes in Payables. Non-working capital accruals are Depreciation + Deferred Income Taxes. The results presented in Table 6 are for accruals deflated by sales. We replicate the analysis using book values of assets rather than sales as a deflator, and the conclusions are unchanged. 20 Industry pay dividends 21 is no median ratios are year and are prior to 0, Compustat Industrial and Research firms the same four-digit SIC industry as the sample firms. computed in for all that These conclusions are based on a random walk expectation model for accruals. Since there model of accruals, this model is ad hoc. The findings should therefore be theoretical expectation interpreted with caution. 1 bias. possible that the findings is It managers If flexibility, they policies. In covenant will may reduce the extreme, the when in probability year sample 0. If will this of accounting covenant this is some subsample are not important. 22 against finding To address violation. which do not more than one year but accounting circumvent the dividend to be sampled and flexibility will have violated firms that flexibility in this issue, we their dividend an increase to repeat the analysis covenant in year different in the sections 4.1 is, The firms with results for sample, indicating that the sample selection bias sample selection bias also believe that our results are not driven by because Holthausen (1981) uses a in (that less than two years of funds available for dividends). full covenant that year, their inclusion in the accounting responses violate the dividend similar to those for the We little flexibility paper consists of firms with less than two years of unrestricted results to 4.4 using only firms covenant violation by changing accounting changes. these firms have no accounting bias the probability of a covenants and have accounting the sample selection requires firms to violate the dividend retained earnings and therefore contains in of Only firms that have show no unusual number The sample sections 4.1 to 4.4 are influenced by a sample selection that exercised their accounting be excluded. will in anticipate problems with their dividend companies restriction, they Sample Selection on Results Effect of 4.5 8 sample selection procedure and arrives at the same results. We 22 and for firms that differences in subsamples. to 2, any of years significant There are no also repeat the analysis for firms that cut dividends per share increase or maintain their dividend rate accounting changes in years -1 to 2, and in in these years. in the accounting choices in year -2 for the two 1 Dividend and Debt Renegotiation Responses to Dividend Constraint Violation 5. Dividend Change Responses 5.1 If dividend covenants are effective policies, firms means experiencing sudden increases To forced to cut dividends. in for bondholders to regulate firms dividend the tightness of the constraint are likely to be test this hypothesis we examine the frequencies with which the sample firms increase, decrease, omit, and pay constant common dividends per share 4 to 2. Firms that are classified As a benchmark, we compute mean each sample Compustat the firm, same in and Research four-digit SIC years - the omit category each year they pay zero dividends. For industry frequencies for these categories as follows. the frequency of dividend changes Industrial in the increase, decrease, and constant dividend categories pay in Firms are included non-zero dividends. in 9 firms that industry. is computed in years -4 to 2 for all pay dividends (preferred and/or common) and are Cross-sectional means of these frequencies are then computed. Table 7 reports the frequency of changes firms and mean frequencies prior to the for their industries in per share years -4 common to 2. dividends each In sample for the of the four years increased tightness of the dividend constraint a majority of the sample firms as well as their industries increase of dividend in changes this year, the for the common dividends per share. However, the frequency of dividend decreases or omissions goes up from dramatic: increases fall in the frequency of dividend changes from 61% This pattern of dividend changes least two further years. The to year the pattern firms diverges markedly from their historical pattern. sample incidence of dividend increases for the sample firms an industry-wide change in 15% in this falls 57% to 20%, and 56%. While there is also year, the magnitude is less to 49%, and decreases and omissions for from In rise from 13% to 23%. both the sample firms and their industries persists for at results therefore indicate that for many firms the change in 20 closeness to the dividend constraint The decreases sample in is associated with a major change individend policy. firms' dividends tightness of their dividend constraints as illustrated Table prior 6, the years in sample firms also experience a decline Fama and Babiak research (see Figure in 2 coincide with the increased 1. However, as documented reported earnings in in these years. Since in (1968)) indicates that current and lagged earnings declines tend to be accompanied by dividend decreases, firms' dividends to it is possible that the changes in sample are due to their poor performance rather than increased tightness of the dividend constraint. To examine the relation changes, after controlling for earnings we between dividend changes and dividend restrictions estimate the following regressions: * ADIVj, = B + RiAEARNjt + B 2 DRj t + ADIV = B + = B + Jt BijAEARN jt + B 2 DR jt Hjt ( 2 ) + Hjt ( 3 ) ( 4 ) 5 ADIV Jt I B k AEARN j>t k+1 + B 2 . DR + jt ji jt k=1 ADIVj t is the change in common dividends per share stock price at the beginning of the year; AEARNj t in is year the t for firms change percent of the stock price at the beginning of the year; and DRj t unrestricted retained earnings available for dividends the earnings coefficients will be positive. If policy, the dividend restriction coefficient will The in year t. in is j as a percent of the earnings per share as a the number Prior research of years of suggests that dividend constraints have an effect on dividend be positive. coefficients in equations (2) to (4) are estimated using data for all sample firms in 21 years -4 to 2. Equation assumes (2) constant across firms, and that only current earnings changes are important. assumptions are relaxed separately allowed to vary across firms included equation in positive relation in equations equation (3) and (3) and (4). The earnings results and are presented significant at the dividend changes, there 1% in Table 8. 24 In level, confirming equation 1% is level. (2) changes are restriction coefficient is Therefore, after controlling for the effect of earnings on a positive relation between the relaxes the assumption that the earnings coefficients are the coefficient is number of years of unrestricted 0.017, significant at the 1% same across level. An the Equation sample F-test earnings coefficients differ across firms, inconsistent with the assumption this the earnings prior findings that there is a retained earnings available for dividends and the magnitude of the dividend change. However, relaxing These two coefficients are four years' lagged earnings between earnings and dividend changes. The dividend 0.1, also significant at the mean earnings is (4). 23 The regression coefficient is 0.014 in between earnings and dividend changes that the relation firms. (3) The indicates that the in equation assumption does not change the magnitude or the significance (2). of the dividend constraint coefficient. 23 We also estimate several other models. First, we estimate models with lagged earnings not present the results here for brevity since they changes for one, two and three prior years but do do not change the conclusions presented in the text. intercept to vary across firms. Second, we estimate equation (2) allowing the An F-test indicates that intercept terms do not vary across firms. 24 Specification tests are conducted to assess whether the residuals are homoskedastic (see We cannot reject the hypotheses that the residuals are White (1980)), and normally distributed. homoskedastic and normally distributed at the 0.05 level. Belsley, Kuh and Welsch (1980) diagnostics for the effect of extreme observations on the coefficients, and for multicollinearity indicate that the reported estimates are not influenced by extreme observations, and that the independent variables are not collinear. 22 We include the number also estimate a change in variable, taking the value less than two, One equations and it Equation the securities as number funds available of years of The conclusion for dividends is that the dividend restriction variable is (4) provides evidence contrary level. Further, to this. The estimated to current earnings However, the introduction not alter the magnitude of the coefficient 1% in captures the effect of lagged earnings changes which are omitted three prior years. 25 significant at the and marketable reconstruct the dividend restriction variable as a changes are related not only indicate that dividend in if the level of cash we First, the significant coefficient on the dividend restriction variable for (3) is that from these models. changes one specifications of equation (2). unchanged. is explanation (2) we Second, and zero otherwise. highly significant and operating cash flows, additional independent variables. dummy of alternative of the on the dividend coefficients changes, but also to lagged earnings variables does restriction variable, which is still since dividend changes are not related to earnings changes four years prior to the current year, it unlikely that the dividend is restriction variable is proxying for lagged earnings from earlier years. The above when results indicate that a large their dividend covenants become more attributable to earnings declines. significant relation dividend cuts. 25 have However, between the tightness number of sample firms reduce restrictive. their dividends These dividend cuts are in part after controlling for the earnings' effect, there is of the dividend constraint and the magnitude Therefore, accounting-based dividend covenants appear to be effective Equation (4) does not allow the earnings coefficients sufficient time-series observations per firm. to vary across firms since we do a of in not 23 restricting firms' dividend policies. 26 Debt Renegotiation Responses 5.2 In addition to reducing dividends, a number of the sample firms restructure the debt that contains the binding restriction. the covenant, retiring the debt, The debt amending the lending agreement, and/or issuing new equity increase unrestricted retained earnings. 9. 27 In of the years sample -1 in and The frequencies the most frequent response year-1 and 6.5% in year 9% the firms retire the debt. and 13% One of the these responses are shown to obtain to is in in years firms reports that to Table a waiver of the covenant (3.3% In the two or restructure the debt. retire sample firms sample of the is of usually for preferred dividends. 0), subsequent years, the most frequent response restructurings occur for responses include obtaining a waiver of restructuring it and 1 2, and issued equity 5% to and Debt 7% of increase the funds available for dividend payments. 6. Summary and Discussion Dividend covenant restrictions conflicts of interest Some debt contracts are designed to reduce potential between bondholders and stockholders. funds available for dividend payments 26 in in These restrictions typically define terms of accounting earnings defined under conference participants argued that managers of the sample firms chose GAAP. to cut dividends rather than change accounting policies because dividend cuts are costless to the shareholders. However, a number of earlier studies show that dividend cuts are associated with significant wealth losses for shareholders (see Dielman and Oppenheimer (1984), and Healy and Palepu (1988)). These wealth losses occur for our sample also. Firms that omit dividends have a -7% two day abnormal stock return at the omission announcement; dividend decreases (excluding omissions) are accompanied by a -3% two day abnormal announcement return. bondholders believe that managers are reluctant Presumably dividend covenants exist because reduce dividends given these wealth to voluntarily losses to shareholders. 27 Frequencies of liability restructurings are Techniques and are therefore not shown in Table 9. not reported by Accounting Trends and 24 Since there is considerable accounting discretion available under potentially circumvent dividend covenant restrictions, and avoid dividend cuts by increasing This paper provides evidence on this hypothesis by earnings through accounting decisions. examining accounting and dividend policy changes of violating the dividend The GAAP, managers can covenant in response to an increase in the probability restriction. results indicate that there are no significant changes surrounding the increased tightness of the dividend constraint. accounting methods in firms' While the sample firms adopt income-increasing pension accounting assumptions during the four years surrounding the nearviolation the of dividend constraint, they appear to be considerations, rather than the increase the year of the near-violation there and omissions, reductions sample is is tightness of the dividend constraint. a substantial increase persisting for several related to the in subsequent years. degree of tightness management motivated by cash in In contrast, in the frequency of dividend cuts The magnitude of the dividend constraint. A of the dividend small number firms also restructure the debt that contains the binding dividend restriction. therefore conclude that accounting decisions play only a limited role in sample of We firms' overall responses. The high frequency of dividend covenants in debt contracts suggests that bondholders consider this conflict to be important, and believe that the firms' managers dividends to protect bondholders' interests without this questions about the effectiveness of these covenants given managers. effective The means covenant. Earlier will not cut studies raise the accounting discretion available to findings of this study suggest that earnings-based dividend covenants are an for bondholders to constrain firms' dividend policies. 25 A number of bond covenant constraints other than accounting variables. affirmative covenants. These can be the dividend restriction also use two categories: negative covenants, and classified into Negative covenants, such as the dividend restriction examined in this paper, prevent managers from taking actions which transfer wealth from bondholders to stockholders. Affirmative covenants, such as working capital, interest coverage, covenants, are designed to and net worth increase the security of bondholders. Negative covenants violations can be avoided by taking actions which are managers control. For example, violation of the dividend covenant can be avoided by cutting dividends, even though it is costly for shareholders. In contrast, avoiding violations of affirmative covenants usually requires the firm to improve its operating performance, which may therefore be examined in this more paper. likely This is to is not completely under managers' control. trigger accounting an interesting topic These constraints responses than the dividend covenants for future research. 26 References Belsley, D.A., E. Kuh, Bowen, R., E. and R.E. Welsch, "Regression Diagnostics," (Wiley, New York, NY). Noreen, and J. Lacey, "Determinants of the Corporate Decision to Capitalize Journal of Accounting and Economics 3 (August 1981), pp. 151-179. Interest," Daley, L.A., and R.L. Vigeland, "The Effects of Debt Covenants and Political Costs on the Choice of Accounting Methods: The Case of Accounting Economics 5 (December 1983), pp. for R&D Costs," Journal of Accounting and 195-211. Deakin, E.B., "An Analysis of Differences Between Non-Major Oil Firms Using Successful Efforts and Full Cost Methods," Accounting Review 54 (October 1979), pp. 722-734. Dhaliwal, D., "The Effect of the Firm's Capital Structure on the Choice of Accounting Methods," Accounting Review 55 (January 1980), pp. 78-84. and E. Smith, "The Effect of Owner Versus Management Control on the Choice of Accounting Methods," Journal of Accounting and Economics 4, (July 1982), pp. 41-53. Dhaliwal, D., G. Salamon, Dielman T.E., and H. R. Oppenheimer, "An Examination of Investor Behavior During Periods of Large Dividend Changes," Journal of Financial and Quantitative Analysis, 1984, pp.1 97- 216. Duke, Fama, C, and "An Empirical Examination of Debt Covenant Restrictions and Accounting-Related Debt Proxies," Journal of Accounting and Economics, (forthcoming). J. E. F. H. G. Hunt III, and H. Babiak, "Dividend Statistical Policy: An Empirical Analysis," Journal of the American Association 63, (1968), pp. 1132-1161. Healy, P.M. and K.G. Palepu, "Earnings Information Conveyed by Dividend Initiations and Omissions," Journal of Financial Economics, 21 (1988), pp.1 49-1 75. Holthausen, R.W., "Evidence on the Effect of Bond Covenants and Management Compensation Contracts on the Choice of Accounting Techniques: The case of the Depreciation Switch Back," Journal of Accounting and Economics 3 (March 1981), pp. 73-1 09. Jensen, M.C., and W.H. Meckling, "Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure," Journal of Financial Economics 3 (October 1976) pp. 305-360. Kalay, A., "Stockholder-Bondholder Conflict and Dividend Constraints," Journal of Financial Economics 10 (July 1982), pp. 211-233. "Accounting Information in Private Markets: Evidence from Private Lending Agreements," Accounting Review 58 (January 1983) pp. 23-42. Leftwich, R., 27 M. Mellman, and V. Pastena, "Accounting Changes: Successful Versus Unsuccessful Firms," Accounting Review 63, (October 1988), pp. 642-656. Lilien, S., and V. Pastena, "Determinants of Intra-method Choice in the Oil and Gas Industry," Journal of Accounting and Economics 4 (December 1982), pp. 145-170. Myers, S.C., "Determinants of Corporate Borrowing," Journal of Financial Economics 5 (November 1977) pp. 147-175. Lilien, S., Smith, C.W., and J.B. Warner, "On Financial Contracting: An Analysis of Journal of Financial Economics 7 (June 1979) pp. 117-161. Bond Covenants," Watts, Ross and Jerold Zimmerman, "Positive Accounting Theory", Prentice Hall, Englewood Cliffs, NJ, 1986. White, Halbert, "A Heteroskedasticity-consistent covariance matrix estimator and a direct test for heteroskedasticty, Econometrica 48, pp. 817-838. 3 8 2 3 Table 2 Frequency of accounting procedures used by firms two years prior agreement dividend constraint 8 to near-violation of their lending Accounting Frequency of accounting procedures used by methods'1 Acctg. Trends & Techniques sample Test sample Depreciation Method Straight-line 93.7% 93.6% Accelerated method 18. C 25.9 Units of production 15. 9« 9.1 0.0 0.4 Other Inventory pricing 58. 7C LIFO FIFO Average cost Other Use 66.3 62.9 57.9 21.4C 39.8 7.9 9.1 of LIFO All inventories 50% more or of inventories Less than 50% of inventories Not determinable 16. C 6.5 37. C 51.1 24.4 21.6 23.2 19.0 94.4 C 7.9 0.0 88.8 10.2 40.5 37.4 2.7 Investment Tax Credit Flow-through Deferral No reference to Investment Tax Credit Amortization of Intangibles 40 years 10-30 years 1.1 6.3 Other 10. C 5.2 Not reported or no intangibles 42.9 C 54.7 Amortization of Prior Period Service Cost 40 years 13.5 12.7 20.6 17.5 4.8 30.9 30-40 years 30 years 10-30 years Other No pension plan or prior period service cost reported Pension Rate of Return 6% 13.5 or less 6.1% 7.1% 8.1% - 7% 8% 19.1 25.4 13.5 3.2 25.3 more or Other Not reported or no pension plan 8 A firm is defined as close to violating retained earnings. The lest its dividend constraint sample comprises 126 If firms that are less than two years of dividends are available In unrestricted newly classified as close to the constraint between 1981 and 1985. b The frequencies one method. c for depreciation. Inventory, and investment Significantly different from the frequency for Accounting Binomial lest. tax credit do not add to 100%. since some Trends and Techniques sample at the 5% firms use more than level using a two-tailed Table 3 of accounting procedure changes by year for 126 firms close to violating their lending agreement dividend constraint. Accounting Trends and Techniques' frequencies in parentheses 3 Frequency Accounting procedure, change Year - relative to near violation of dividend constraint 1 Panel A. Voluntary Changes: Pension assumptions and/or cost method LIFO adopted or extended Other inventory changes Depreciation method Depreciable lives Investment credit 14 1 2 Table 4 Summary statistics 126 firms close on type and magnitude to violating their lending Year - 1 of pension accounting changes relative to near violation of dividend constraint 1 Panel A: Frequency of types of pension accounting changes Changes in rate of return Reduction assumptions for agreement dividend constraint 8 2 Table 5 Tests of the relation between earnings effects of changes in pension accounting and the closeness to dividend constraints after controlling for changes in operating cash flows for firms that are close to violating their dividend constraint a and make pension accounting changes policies, PEFFj t = f?o BiACFj + t + G 2 DR jt + cj b t R2 t • A firm is defined as close to violating its dividend constraint available in unrestricted retained earnings. accounting changes (140 firm-years ° PEFF, is (-2.0) (2.5) statistic the change in net in -0.030 -0.025 0.80 Coefficient Obsevations are if 0.05 (-0.4) less than two years of dividends are for firm-years where there are pension total). income per share from the pension accounting change as a percentage beginning of year stock price; ACFjj is the change in operating cash flow per share for firm the effect of the pension change as a percentage of the beginning of year stock price; DRj{ years of unrestricted retained earnings available for dividends for firm j in year t. is j in the of the year t before number of c jD Table 8 Tests of the relation between changes in dividends, and the closeness to dividend constraints after controlling for changes in earnings for a sample of 126 firms that are close to violating their dividend constraint 3 Estimate Coefficient Equation 2: ADIVjj - B + BiAEARNj + t B2 -0.600 0.014 0.100 R2 0.13 B B, Equation 3: ADIV; t - Bq + BiAEARNjt t Mean B^ 0.017 c Median B2 0.012 0.090 R2 0.40 B,j 2 DR jt + B 2 DRjt * -0.500 B (3 statistic c jt -8.1 4.5 9.2 c b jt -6.9 8.0 Table 9 Frequency of liability restructurings by year for 126 firms close to violating their lending Year - Waiver of covenants 1 agreement dividend constraint 3 relative to near violation of dividend constraint 1 2 Figure 1 Number of years of unrestricted retained earnings available for dividends and frequency of dividend cuts and omissions, and in years surrounding nearviolation of dividend covenant for 126 firms Panel A: Number of years of unrestricted retained earnings available 3 - Year 2 - o 1 relative to near-violation of dividend constraint Panel B: Frequency of dividend cuts and omissions 60.00% j 50.00% 40.00% 30.00% 20.00% -• 10.00% - ..«,.. 3 - Year 2 - 1 relative to near-violation of dividend constraint 1 for dividends Date Due Lib-26-67 MIT 3 LIBRARIES DUPL 1060 0075A7T5 3