Abstract
We examine the association between disclosure of internal control deficiencies (ICDs) and information asymmetry (IA) in the US secondary loan market. We also investigate which types of ICDs intensify or mitigate conditions of information asymmetry in the same market. Relying on loan syndication, loan credit rating, financial debt covenants and loan size, we further explore the effect of loan specific characteristics on the association between ICDs and IA. Consistent with our predictions, we find that while ICDs increase information asymmetry in the secondary loan market, the inimitable characteristics in the secondary loan market (e.g., syndication, loan credit rating, financial covenants, and loan size) help to mitigate such negative consequences of the disclosure of ICDs on the firm’s informational environment. We further find that disclosures of ICDs for firms in regulated industries help to mitigate the negative consequences of ICDs disclosures on IA.
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Notes
The secondary loan market is the place where the initial loan is sold by the primary lender (lead arranger) to multiple lenders (multiple arrangers) after the close of the primary loan.
An effective IC system is defined as a system that is free from material weaknesses, whereas an ineffective system is a system with one or more significant deficiencies. Quality of IC is disclosed under Sarbanes–Oxley Act 2002—IC related provisions to public registrants accompanying footnotes in various statutory filings such as: Item 9A of Form 10-K, Item 4 of Form 10-Q, and 8-K forms (Irving II 2006).
Dhaliwal et al. (2011) examine the association between the disclosure of the firm’s credit spread and material weaknesses disclosed under section 404 in the secondary bond market, a public debt market.
The Public Company Accounting Oversight Board (PCAOB) issued AS No. 2 (PCAOB 2004): “An Audit of Internal Control over Financial Reporting Performed in Conjunction with an Audit of Financial Statements”. AS No. 2 was issued following the issuance of SOX 2002—section 404 to assist auditors in issuing an opinion on the effectiveness of their public company clients’ internal control. It provides new detailed responsibilities and extensive procedures on both auditors and their clients (public firms). It further differentiates between the external auditors’ and management’s responsibilities regarding evaluating and reporting internal control material weaknesses.
The PCAOB released Auditing Standard No. 5 (PCAOB 2007): “An Audit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements-and Related Independence Rule and Conforming Amendments”—to amend the previously issued AS No. 2. AS No. 5 is issued to provide additional clarity, direct the external auditors’ focus on the most important matters in auditing the internal control over financial reporting, and further eliminate unnecessary audit work previously stipulated by AS No. 2.
Prior to IC disclosures (section 302 and section 404) related to SOX 2002, disclosure of internal control was only required when changing auditors (Haron et al. 2010).
On July 1, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) was enacted and permanently exempted non-accelerated filers from section 404(b); however, non-accelerated filers are still required to comply with Section 404(a).
Adverse selection is a situation where buyers and sellers have different information about the same product. Ivashina (2009) argue that adverse selection problem in the syndicated lending is due to the lead bank’s incentives to syndicate high risk loans. Also, a moral hazard problem exists because of the lead bank’s less rigorous monitoring incentives after selling high risk loans. Although the lead bank resells the loan after its closing, the lead bank still responsible for monitoring the borrower. When lead bank retain larger portion of the loan, the loan is less syndicated, the information asymmetry between lead bank and participants is expected to go down because participant bank will demand lower premium.
Facility is a loan granted to a firm. A firm might have a number of facilities during one accounting period.
We used the log transformation for key variables such as: Assets and Loan size.
Wittenberg-Moerman (2008) claim that use of the bid-ask spread might be problematic because it includes an adverse selection component and a transitory component. The adverse selection component is the asymmetric information, and the transitory component is the inventory and order processing costs of market makers that can be measured by the number of market makers and could be endogenously associated with the IA. Information asymmetry is the adverse selection component in the bid-ask spread.
Remediation can be captured by SOX section 404 unqualified opinion (Ashbaugh-Skaife et al. 2008; Goh 2009), or by the difference in internal control disclosure in year t + 1 or t − 1 and the indicator variable in year t as suggested by (Feng et al. 2009), or remediation actions by the management (Ashbaugh-Skaife et al. 2008). Following Feng et al. (2009), we identify firms that took remediation actions to correct their internal control deficiencies. We only include firms that took serious steps to correct their internal control deficiencies. For example, in period t − 1, a firm might disclose internal control deficiencies related to competency of their human resources, merger and acquisition and foreign-related issues. In period t, the same firm might disclose internal control deficiencies related to only merger and acquisition. In this latter case, the firm partially remediated their internal control deficiencies and we consider this case “remediation”. Alternatively, in period t, the firm might disclose effective internal control system and in this case, the firm fully remediated their internal control deficiencies and we considered this case “remediation”. Although there could be some firms in the process of remediating their internal control deficiencies that include such statements in their financial statements to outsiders, such disclosed intent to correct ICDs was not recognized as remediation.
The Big-6 audit firms include: Deloitte, KPMG, Ernst & Young, PricewaterhouseCoopers, BDO Seidman and Grant Thornton.
In categorizing the internal control deficiencies as either company level (CL) or account-specific (AS), we classified weaknesses in internal control related to any accounts such as: inventory, accounts receivables, loan receivables, gain or loss recognition issues, liabilities, reserves, tax expense, depreciation, depletion or amortization issues, and financial derivatives as account-specific (AS) weaknesses in internal control. With the same token, we classified weaknesses in internal control related to company level issues such as: acquisition, merger, disposal or reorganization issues deferred, stock-based or executive compensation issues, intercompany issues, foreign, related party, consolidation, affiliated and/or subsidies issues as company-level (CL) weaknesses in internal control. We then manually coded firms with CL with 1 and firms with AS with zero.
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Acknowledgments
We thank the editor and two anonymous reviewers for their constructive comments. We also thank Carolyn Norman, Benson Wier, Jong Eun Lee, Manu Gupta, Ivo Jansen, and participants of the 2012 American Accounting Association Mid-Atlantic conference for their helpful comments.
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Appendix
Appendix
Variable definitions and measurement
Variable | Symbol | Definition and measurement |
---|---|---|
Information asymmetry | IA | Natural log of the difference between the average annual bid and ask spread of the traded facility |
Internal control deficiencies | ICDs | An indicator variable equals 1 if the firm disclosed Internal Control Deficiencies, zero otherwise |
Internal control material weaknesses | ICMWs | An indicator variable = 1 if the firm disclosed ICMWs under section 302 or section 404, zero otherwise |
Company level disclosure | CL | An indicator variable equal 1 if the disclosed IC weaknesses on the company level, zero if it is Account Specific (AS) |
Remediation | REM | An indicator variable = 1 if the firm remediated part or all the disclosed IC weaknesses from year t − 1 to year t, zero otherwise |
Internal control deficiencies under SOX 302 | ICDs_302 | An indicator variable equals 1 if the firm disclosed Internal Control Deficiencies under SOX 302, zero otherwise |
Internal control deficiencies under SOX 404 | ICDs_404 | An indicator variable equals 1 if the firm disclosed Internal Control Deficiencies under SOX 404, zero otherwise |
Return on asset | ROA | Return on Asset is Income before Extraordinary items/lagged total assets |
Total assets | ASSETS | Natural log of total assets (Compustat data item # 6) |
Market-to-book ratio | MTB | Natural log of the ratio of the firm’s market value to book value of common equity, computed as (share price times the number of shares outstanding (Compustat data item #25*Compustat data item #199) divided by (Compustat data item # 60) |
Discretionary accruals | DA | We measure the discretionary accruals using the correct model of the Modified Jones Model as in Dechow et al. (1995) |
Regulated industry | REG | An indicator variable = 1 if the firm is in regulated industry such as financial or utility industry (SIC codes 6000–6999 and 4900–4999), zero otherwise |
Liquidity | LQ | Natural log of the volume of stock traded to proxy for liquidity |
Losses firms | LOSS | An indicator variable = 1 if the firm had losses over the last 2 years (Compustat data item # 172) |
Auditor dismissal | AUD_D | An indicator variable = 1 if the firm dismissed the auditor, zero otherwise |
Auditor resignation | AUD_R | An indicator variable = 1 if the auditor resigned, zero otherwise |
Big-6 4 audit firms | BIG_6 | An indicator variable = 1 if the financial statements are audited by one of the top 6 audit firms, zero otherwise |
Credit rating categories | RATING_CAT | A continuous number from 1 to 3 indicating the rating categories with 1 being the highest rating category and 3 being the lowest rating category |
Short revolvers loans | S_REVOLVERS | An indicator variable = 1 if it is a short term revolver loan such as 364-Day Facility, and 0 otherwise |
Long revolvers loans | L_REVOLVERS | An indicator variable = 1 if it is a long term revolver loan such as Revolver/Line >= 1 Year, and 0 otherwise |
Bank lenders | BANK_LENDERS | An indicator variable = 1 if the identity of the lender is a bank (Term Loan A “TLA”), and 0 otherwise |
Institutional lenders | INSTIT_LENDERS | An indicator variable = 1 if the identity of the lender is an institutional lender (Term Loan B, C, and D), and 0 otherwise |
Capital expenditure loans | CAP | An indicator variable = 1 if the loan purpose is to cover capital expenditures, and 0 otherwise |
Corporate-purpose loans | CORP | An indicator variable = 1 if the loan purpose is to cover corporate expenditures, and 0 otherwise |
Commercial paper back up loans | CP_BACKUP | An indicator variable = 1 if it is a loan commitment with a bank “the bank will provide liquidity if the loan failed”, and 0 otherwise |
Debt repay loans | DEBT | An indicator variable = 1 if the loan purpose is to repay debt, and 0 otherwise |
Takeover loans | TAKEOVER | An indicator variable = 1 if the loan purpose is takeover, and 0 otherwise |
Other loans | OTHER_LOANS | An indicator variable = 1 if the loan purpose is any other reason than the ones listed above, and 0 otherwise |
Secured | SECURED | An indicator variable = 1 if the loan is secured with collateral, and 0 otherwise |
Sponsored | SPONSORED | An indicator variable = 1 if the loan is for private equity related-transactions, and 0 otherwise |
Credit rating availability | RATING | An indicator variable = 1 if the loan is rated by a credit rating agency, and 0 otherwise |
Syndication | SYND | A continuous number indicating number of lenders |
Maturity | MATURITY | A continuous number indicating the maturity of a loan or the length of time until the loan is due |
Loan size | LOAN_SIZE | Natural log of the loan value in dollar amount |
Debt covenants | COVEN | An indicator variable = 1 if covenants exist, and 0 otherwise |
Sox 404 | SOX 404 | An indicator variable = 1 if the reporting period underlying SOX 404 period, zero otherwise |
Standard industry classification | IND | Eight indicator variables to represent the eight industries shown in Table 1 for the sample firms. The SIC two digits codes are used to categorize the industries |
Year-effect | SOX_Y | Three indicator variables to proxy for the 4 years of the sample period (2002, 2003, 2004, and 2004) due to the passage of SOX 2002 |
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El-Mahdy, D.F., Park, M.S. Internal control quality and information asymmetry in the secondary loan market. Rev Quant Finan Acc 43, 683–720 (2014). https://doi.org/10.1007/s11156-013-0389-1
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DOI: https://doi.org/10.1007/s11156-013-0389-1
Keywords
- Disclosure of internal control deficiencies
- Information asymmetry
- Secondary loan market
- Loan-specific characteristics