Creditor Control and Product-Market Competition Matthew T. Billett*, Burcu Esmer**, and Miaomiao Yu*** August 2014 Abstract: We explore how rival firms respond when firms in their industry violate debt covenants. We find that rival firms increase advertising expense, and that this increase is proportional to the size of industry violators’ pre-existing market share. We also find that rival firm product-market share increases in the industry market share of violators, and that this relation is more pronounced when products are more substitutable. Rival firm operating performance also increases in proportion to the industry market share of violators. Overall, these findings suggest that the increased creditor control associated with covenant violations has a significant influence on rival firms and product-market competition. JEL Classification: G21, G30, M30 Keywords: debt covenants, covenant violations, creditor control, rivals, product market competition We thank Redouane Elkamhi, Jon Garfinkel, Dave Mauer, Phuong-Anh Nguyen, Raunaq Pungaliya, David Smith, Xuan Tian, and seminar participants at Bilkent University, the University of Saskatchewan, and participants at the 2013 Financial Management Association meetings for helpful comments and discussions. All errors remain our own. *Kelley School of Business, Indiana University. Email: [email protected] ** Faculty of Business Administration, Bilkent University. Email: [email protected] *** Edwards School of Business, University of Saskatchewan. Email: [email protected] Electronic copy available at: http://ssrn.com/abstract=2307031 1. Introduction We know from existing research that a firm’s capital structure decisions influence competition and product-market outcomes. Firms elect to engage in price wars when their rivals are constrained by high debt loads and the resultant need to service high interest payments (Chevalier 1995a,1995b), and more generally, we know that firm leverage plays a significant role in its overall competitive position (Brander and Lewis 1986; Maksimovic 1988; Philips 1995; Zingales 1998; Campello 2003). 1 One common link among these works is the notion that financial flexibility, or lack thereof, may significantly affect firm competitiveness and accompanying product -market outcomes. Financial flexibility certainly depends on the quantity and price of leverage; however, flexibility may also depend on debt contract features, like restrictive covenants which may impede a firm’s ability to respond to rivals’ actions. In fact, firms may strategically alter their competitive practices when competitors face such constraints. Consistent with this notion, we find that rivals of firms that violate private debt covenants significantly increase their advertising expense. They experience significant market share gains and improvements in profitability. If these are indicative of strategic actions, then we would expect to see these effects increase with the potential size of the competitive opportunity to gain share – i.e., the size of the violating firms’ industry market share. Indeed, we find rivals’ advertising, market share gains, and profitability all increase with the pre-violation market share of the violating firms in their industry. We would also expect to see these relations vary with the degree to which rival products can substitute for violators’ products. Using product durability, R&D intensity, and product fluidity 1 Related work shows firms with excess cash gain product market share at the expense of their relatively cash poor rivals (Fresard 2010). 1 Electronic copy available at: http://ssrn.com/abstract=2307031 measures we find rival market share gains are more pronounced when violator firms sell less unique products. Debt covenants can place direct restrictions on a firm’s ability to borrow and invest, as well as indirect restrictions resulting from maintenance covenants where the firm must maintain certain financial ratios or face debt renegotiation. These covenant restrictions are designed to alleviate agency costs by reducing adverse selection and moral hazard by screening borrowers and by lowering monitoring costs. In an incomplete contracts setting, however, covenants may trigger suboptimally, reducing managers’ ability to pursue first-best outcomes. This notion is put in simple terms in a recent practitioner publication: “loan covenants can backfire if they are too inflexible or restrictive by slowing a borrower's growth and development. Borrowers may end up managing the loan covenants, rather than their business.” 2 In such a circumstance, firms may consider their rivals’ covenant restrictions when making competitive decisions in the product market. 3 Prior studies document that financial covenant violations lead to increased creditor control over borrowing firms that significantly changes firms’ financial, investment, and payout policies. 4 Nini, Smith, and Sufi (2009, 2012) document that firms experience a decline in investment, sales growth and market share following a violation. We build upon this literature by exploring the actions of industry rivals to see how they respond to their peers’ violations. 2 “What you should know about loan covenants”, Spring 2005, Financial Lending Notes. 3 Covenants may lead rivals to act regardless of whether covenants are optimally or suboptimally constraining borrowing firms. It may be optimal for the violator firm to give up market share and increased creditor control may facilitate this. 4 Beneish and Press (1993, 1995), Chen and Wei (1993), Sweeney (1994), Dichev and Skinner (2002), Chava and Roberts (2008), Roberts and Sufi (2009), Nini et al. (2009, 2012). 2 Electronic copy available at: http://ssrn.com/abstract=2307031 We begin by examining changes in sales growth around covenant violations for the industry rivals of violating firms (violators) to capture changes in market share (following Fresard, 2010). Consistent with Nini et al. (2012), we find industry rivals gain significant market share from their covenant violating peers in the year following the violation. 5 Specifically, we find violators and matched rivals have similar sales growth patterns prior to the violation; however, rival firms experience an average (statistically insignificant) change in sales growth of -1.8% from pre- to post-violation, while the violators in the industry experience a -6.1% change, significant at the 1% level. The difference in these two changes (i.e., difference-in-differences, DID) is 4.2%, significant at the 1% level. Given previolation sales growth averages 11% for matched rival firms, the sales growth difference-in-differences of 4.2% represents a 38.2% change for rivals relative to violators. 5 One primary challenge is to isolate the effect of violations from expected changes in sales growth related to fundamental differences between violators and nonviolator rival firms. Since violations are not random events, we need to separate the expected outcomes in the absence of a violation and identify the effect of the violation by comparing the actual and expected outcomes. If deteriorating performance triggers a violation, and sales growth is serially correlated, then nonviolator firms with similar performance should also exhibit similar future sales growth. In order to address this issue, we use matching procedures that include matching on pre-violation sales growth. Rival firms are identified using industry-propensity score matching. We estimate a probit regression of the probability (i.e. the “propensity score”) of a firm violating a covenant. We include a large set of observable characteristics consisting of our full set of control variables in equation (1), higher order covenant controls, the four quarter lags of covenant controls, calendar quarter-year, fiscal quarter-year and industry fixed effects. We then take all potential matches that are in the same industry (three-digit SIC code) and that have pre-violation average sales growth within one-half of a standard deviation of the violator firm’s pre-violation average sales growth and choose the one with the closest propensity score to that of the violator firm. Using one-quarter of a standard deviation of the violator firm’s pre-violation average sales growth does not change the results, therefore not reported. 3 We then explore how these changes in market share relate to the nature of the product market. First, we stratify the sample by the size of the violator firms’ pre-violation market share. We find market share gains for rivals is only significant (DID=4.8%) when violators have a relatively large market share. We also explore how product uniqueness affects the product -market outcomes. If violator firms sell unique products, e.g. produced to a customer’s specification, then it may be costly for buyers to change suppliers. In this case, there is less opportunity for the industry rivals to take advantage of the covenant violation. We find this is indeed the case. When violators produce nondurable goods, are less R&D intensive, and have high product fluidity, rival firms gain more market share (with DIDs of 4.6%, 3.2% and 6.8% respectively). We conduct multivariate tests to see the change in sales growth of industry rivals following the covenant violations. The regression analysis confirms the univariate observations: rivals of firms that violate a covenant gain market share that increase in the violators’ market share. 6 The regression results showing rivals’ market share gains increase in the industry market share of violators suggest that when violators market share is 10% preceding the violation quarter, rivals’ market share grows by 7.5% in the year following the violation. We also find the relation between rival market share and violators’ market share is more pronounced when products are more similar. One way industry rivals may attempt to gain market share is by increasing advertising expense. We find that industry rivals increase their advertising budget following violations, and these changes in advertising increase in proportion to the market share of the violators. We explore rival firms’ operating performance following violations. We show significant increases in operating cash flow 6 In multivariate tests, we aggregate the market share of all violators within an industry quarter to obtain violators’ market share. 4 scaled by assets, ROA and ROE for the rival firms. Moreover, we find that all of these post-violation operating performance changes increase in magnitude with the market share of the violators. This study contributes to the literature on the link between firms’ financing decisions and product-market behavior. Although several studies show how the level of debt in firms’ capital structure affects their product-market strategies, it has been less clear how different features of debt contacts influence these decisions. 7 Our paper adds to the growing body of literature on the effect of financial covenant violations on firm behavior (Beneish and Press 1993, 1995; Chen and Wei 1993; Sweeney 1994; Dichev and Skinner 2002, Chava and Roberts 2008; Roberts and Sufi 2009; Nini et al. 2009, 2012; Esmer 2013). These studies document that financial covenant violations lead to increased creditor control over borrowing firms that significantly changes firms’ financial, investment, and payout policies. To our knowledge, our paper is the first to document how industry rivals respond to their peers’ violations and the product-market outcomes of such actions. Our paper is related to the literature exploring the effect of bankruptcy and financial distress on product-market competition (Lang and Stulz 1992; Hertzel, Zhi, Officer, and Rodgers 2008; Hotchkiss 1995; Eberhart, Altman and Aggarwal 1999; Zhang 2010). Relative to these studies, we focus on financial covenant violations that occur well outside of financial distress and rarely lead to default (Gopalakrishnan and Parkash 1995). 8 Moreover, financial covenant violations are very common. 9 Thus, 7 See Titman (1984), Brander and Lewis (1986), Maksimovic (1998), Chevalier and Scharfstein (1996), Rotemberg and Scharfstein (1990) for theoretical work and Chevalier (1995a, 1995b), Phillips (1995), Zingales (1998), Chevalier and Scharfstein (1996), Campello (2003) for empirical evidence. 8 Firms which violate financial covenants may have performance deterioration leading to the violation. However, the median firm in violation of a financial covenant has comparable liquidity and valuation measures compared to the median firm in the full sample. 5 the potential impact covenant violations have on product-market strategies is not limited to a small fraction of firms facing unique circumstances. By studying financial covenant violations, we are able to document the changes in product-market outcomes and how the industry rivals respond when creditors have the opportunity to exert control over corporate behavior in solvent firms on a frequent basis. 2. Literature Review A large number of papers examine the link between firms’ capital structure and product-market behavior. Theoretical papers have mixed predictions about how leverage affects competition. Fudenberg and Tirole (1986), Bolton and Scharfstein (1990), Phillips (1995), Chevalier and Scharfstein (1996) argue that competition becomes softer when leverage increases. However, other theoretical papers such as Brander and Lewis (1986), Maksimovic (1998), Rotemberg and Scharfstein (1990) predict that leverage changes managerial and shareholder incentives in a way that influences both firm and rival product-market strategies. The link between financing and product-market outcomes has also been investigated empirically. Chevalier (1995a) examines competition in the supermarket industry after one firm undergoes a leveraged buyout (LBO) and shows that LBOs make firms weaker competitors, as measured by the entry and expansion decisions and stock price reaction of rival firms. In her second paper, Chevalier (1995b) finds that LBOs have a significant impact on supermarket prices. She finds that when LBO firm’s rivals are less leveraged, LBOs lead to decreased prices, consistent with opportunistic predation by less financially constrained rivals. When rival firms are highly leveraged, 9 Nini et al. (2012) show that between 10% and 20% of public firms were in violation of a covenant during any particular quarter and more than 40% of the firms were in violation at some point during the 1996- 2007 period. 6 prices rise following LBOs, consistent with LBOs softening product-market competition. Phillips (1995) finds that in three out of four industries he examined, high leverage weakens competition. Kovenock and Philips (1997) add to Philips (1995) by showing that high leverage makes firms more passive, increasing plant closures and decreasing investment in highly concentrated markets. Zingales (1998) analyzes deregulation in the trucking industry and finds that leverage negatively affects the probability that a firm survives following the increase in competition. Complementing these studies, several papers examine competitive responses to shocks in competitive environments. Chevalier and Scharfstein (1996) and Campello (2003) show that highly leveraged firms are weaker competitors during market downturns, consistent with Opler and Titman (1994). Khanna and Tice (2000) study how Walmart’s expansion affects incumbent firms and show that high leverage associates with more passive responses. Khanna and Tice (2005) expand their earlier work and show that Walmart places its stores closer to less efficient and highly leveraged rival stores, consistent with the idea that leverage weakens competition. Another body of literature investigates the effect of bankruptcy and financial distress on product-market competition. Lang and Stulz (1992) find that, on average, industry rivals suffer negative stock price effects (contagion effects) around the time that a competitor files for bankruptcy. However, the stock price effect is positive for rivals in highly concentrated industries with low leverage (competitive effects). Hertzel et al. (2008) also show that rivals experience negative announcement reactions when the filing firm is highly levered. Hotchkiss (1995) finds that reorganized firms earn operating profit margin lower than the industry median. Eberhart et al. (1999) assess the long-term stock return performance of 131 firms emerging from Chapter 11, and find large positive excess returns over the 200 days after emergence, even though these firms exhibit poor operating 7 performance. Zhang (2010) shows rivals of firms that emerge from Chapter 11 have negative long-run equity returns and deteriorating financial performance. The extant literature on capital structure and product-market competition has mostly focused on how the level of leverage impacts product-market outcomes. However, there are other important features of leverage that may have similar effects on product-market outcomes, one of which is covenant restrictions in debt agreements. Restrictive covenants define the circumstances under which debt holders may intervene in management (Aghion and Bolton 1992; Hart and Moore 1995). Building on this view, several papers investigate how a firm behavior changes once control rights are transferred to creditors by examining bank loan covenant violations (Beneish and Press 1993, 1995; Chen and Wei 1993; Sweeney 1994; Dichev and Skinner 2002; Chava and Roberts 2008; Roberts and Sufi 2009; Nini et al. 2009, 2012; Esmer 2013). Chava and Roberts (2008) and Nini et al. (2009) show a sharp decrease in investment following violations. Roberts and Sufi (2009) find that firms violating covenants significantly decrease their net debt issuing activity and their leverage. Nini et al. (2012) confirm these results and also show that violations are followed by a decrease in shareholder payouts, a decrease in sales growth, an increase in CEO turnover, an increase in the incidence of corporate restructurings, and an increase in the likelihood of hiring turnaround specialists. These studies show creditors exert significant influence over borrowing firms following violations which leads to changes in borrowing firms’ financial, investment, and payout policies. Our paper explores whether creditor control threats associated with covenant violations affect the product-market behaviors of rival firms. 8 3. Data Financial covenant violation data is obtained from Amir Sufi’s website. 10 The sample construction below follows Nini et al. (2012) using the period 1997 through 2008. To be included in the sample, we require firms to have data available on the Compustat database, and have average book assets greater than $10 million in 2000 dollars. We exclude financial firms and firms with missing information on total assets, sales, common shares outstanding, and closing share price. Imposing these restrictions leaves a sample of 8,199 firms and 180,335 firm-quarter observations. We follow Nini et al. (2012) and focus our analysis on new financial covenant violations, which are defined as financial covenant violations for firms that have not violated a covenant in the previous four quarters. 11 The reason to focus on the new covenant violations is that they help pinpoint the initiation of creditor intervention. Therefore, how industry rivals respond when another firm in the industry is the subject of creditor control will be more clearly identified. In our sample, we have 3,604 new violations between 1997 and 2008. 12 10 This data is available at http://faculty.chicagobooth.edu/amir.sufi/data.htm. Nini, Smith, and Sufi extract information from every 10-Q and 10-K filing on SEC Edgar website. Using a text-searching algorithm, they determine whether a firm is in violation of a covenant. Then they match this information to COMPUSTAT file. For more information on the data, please see Appendix of “Creditor Control Rights, Corporate Governance and Firm Value” by Nini, Smith and Sufi (2012). 11 Based on the violation sample downloaded from Sufi’s website, we assume that a firm is not in violation of a covenant during the quarter if there is missing violation variable in the dataset after the starting quarter of the collection for each firm. 12 See Appendix A.2 and Table A.1 to see the descriptive statistics of variables for firms in new covenant violations and non-violator rival firms. 9 4. Results 4.1. Univariate Results Nini et al. (2012) find that firms that violate covenants experience negative industry adjusted sales growth following the violation. Using a difference-in-differences framework, we start by corroborating their results by analyzing sales growth of the rival firms when their peers in the same industry violate a financial covenant. One concern is whether the differences in sales growth patterns are truly due to creditor control threats and not simply due to fundamental differences between the rivals and covenant violators. Violations may be preceded by deteriorating performance, suggesting they are not random events. If sales growth is serially correlated then pre-violation performance may be driving the decline in sales growth for violators relative to the rivals and not the creditor intervention. To see if this is the case, we need to compare violators’ sales growth with that of nonviolator rival firms with similar pre-violation performance. To address this issue, we conduct difference-in-differences tests which control for both time-invariant firm-level effects that may be different between rival firms and the violators as well as the expected changes in sales growth following deterioration in violators’ performance. We match peer firms using industry-propensity score matching. 13,14 We estimate a probit regression of the probability (i.e. the “propensity score”) of a firm violating a covenant. We include a large set of observable characteristics consisting of our full set of control variables in equation (1), higher order covenant controls, the four quarter lags of covenant controls, calendar quarter-year, fiscal quarter-year and industry fixed effects. We then take all potential matches that are in the same 13 Table A.2 reports the mean and median statistics of firm characteristics for the violators and their rivals. 14 Violators are matched with non-violator rivals at the violation quarter. 10 industry (three-digit SIC code) and that have pre-violation average sales growth within one-half of a standard deviation of the violator firm’s pre-violation average sales growth and choose the one with the closest propensity score to that of the violator firm. 15,16 Table 1 reports the average sales growth for the violators and their rivals for the four quarters preceding the violation quarter and the four quarters following the violation. Both the rivals and violating firms have similar sales growth pattern before the violation. Pre-violation average sales growth is around 11% both for the rivals and violating firms and the difference is insignificantly different from zero. The rival firms experience an average change in sales growth of -1.8% from pre- to post-violation, while their covenant violating peers experience a 6.1% decrease, significant at the 1% level. Moreover, the difference in these two changes (i.e., difference-in-differences, DID) is 4.2%, significant at the 1% level. Given sales growth averages 11% for rivals, the sales growth difference-indifferences of 4.2% represents a 38.2% change in sales growth for the rivals relative to their peer violating firms. These results are consistent with Nini et al. (2012). In panels B through E, we explore changes in sales growth for subsamples of firms. In Panel B we divide the sample into small and big violators based on their industry market share. In Panel B, 15 The standard deviation of pre-violation average sales growth is about 74%. As robustness, we identify the rival firm as the firm within the same 3-digit SIC code industry which has a pre-violation average sales growth within one-quarter of the standard deviation above and below the violator firm’s pre-violation average sales growth and choose the one with the closest propensity score to that of the violator firm. The results do not change, therefore not reported. 16 We also match rivals and violators on industry and size. In this case, to identify the matched rival firm, we use a non-violator rival firm with the same three-digit SIC code and has a pre-violation average sales growth within one-half (one-quarter) of the standard deviation above and below the violator firm’s pre-violation average sales growth that has book value of assets closest to that of the violator firm. The results are robust to using these matching criteria. 11 Small (Big) violators are defined as new violators having the ratio of sales to total industry sales lower (greater) than the median ratio for the sample of new violators. Specifically, the ratio of sales to total industry sales is equal to the sum of the past four quarters’ sales (Sales t-1 +Sales t-2 +Sales t-3 +Sales t-4 ) of violators, divided by the sum of the past four quarters’ sales of that industry (Sales t-1 +Sales t-2 +Sales t3 +Sales t-4 ). These results show that the DID is negative and significant for the big violator sample but insignificant for the small violator sample. One interpretation is that the rivals have little market share to gain from small violators. We next explore how different characteristics of violator firms’ products affect the changes in rival firm market share. If the violating firm is selling more unique products then it may be costly for buyers to change suppliers, making it difficult for the rival firms to take advantage of the violation. To test this argument, we define product uniqueness using three different measures: research and development (R&D) intensity, product durability, and product fluidity. Titman and Wessels (1988) argue that R&D intensity measures product uniqueness because firms selling products with close substitutes spend less on R&D due to easy duplication of their technology. Moreover, firms spending more on R&D are more likely to produce more specialized products (Hertzel et al., 2008). If a violator firm’s non-missing annual R&D spending (scaled by average assets) is more than the median ratio for the new violators in the year preceding the violation, that firm is considered high R&D intensive. 17 Titman and Wessels (1988) argue that firms manufacturing machines and equipment require specialized servicing and spare parts. In this case, it may be more costly for the customers to 17 Firms are not required to report R&D expenses separately from sales and general administrative (SG&A) expenses if they are less than 10% of SG&A (SEC Regulation 5-03.2). If a firm’s annual R&D spending prior to the violation year is missing, the firm is also considered as a low R&D intensive firm, on the assumption that these firms have low R&D spending (Gentry and Shen, 2013). 12 switch suppliers when their suppliers violate covenants. Durable goods industries are defined as those with an SIC industry code between 3400 and 4000 (firms producing machines and equipment). Hoberg, Phillips and Prabhala (2014) use a text-based algorithm to define product fluidity as a “measure of the competitive threats faced by a firm in its product market, which captures changes in rival firms' products relative to the firm’s products.” If product fluidity is high, then the firm is considered to be producing less unique products. We use Hoberg et al. (2014)’s classifications to measure product fluidity. If a firm’s product fluidity is more (less) than the median level for the sample of new violators prior to the violation year, the firm is considered as a firm with High (Low) product fluidity. We create subsamples based on these three measures of product uniqueness and report the results in panels C, D, and E. In Panel C, we see the sales growth DID is -3.2%, significant at the 5% level, for the low R&D intensity sample. We also find the DID for the high R&D intensity sample is negative and marginally significant. Thus R&D intensity provides weak support for the notion that product similarity leads to greater rival market share gains. In Panel D, we divide the sample based on nondurable and durable goods industries. We see that rival firms’ market share gains are only significant for the nondurable subsample where the DID is 4.6%, significant at the 5% level. Lastly, Panel E stratifies the sample based on product fluidity. We see insignificant rival firm gains for the low fluidity group; however, rival firms gain significant share in the high fluidity group where we find the DID is -6.8%, significant at the 5% level. Overall the results in Panels B through E suggest the market share gains of rival firms are more pronounced when the violators have a greater share to lose and when their products less unique. Next we explore these relations in a multivariate setting. 13 4.2. Multivariate Results We estimate various outcomes for the rivals of firms that violate a covenant using the following regression: Δ outcome variable = β 1 * Industry market share of violators + Θ 1 *Covenant Controls i,t + + Θ 2 *(Covenant Controls i,t-4 ) + Calendar Quarter-Year i,t + Fiscal Quarter-Year i,t + ε i,t (1) Industry market share of violators measures the aggregate market share of all violators in a given industry for a given quarter. If gains by rivals come at the expense of violators then the magnitude of rival gains should relate to the size of the violators’ market share. We compute Industry market share of violators as annualized total sales of new violators within the three-digit SIC code industry prior to the violation quarter divided by the annualized industry sales prior to the violation quarter. More specifically, it is equal to the sum of past four quarters’ sales (Sales t-1 +Sales t-2 +Sales t-3 +Sales t-4 ) of peer violators, divided by the sum of past four quarters’ sales (Sales t-1 +Sales t-2 +Sales t-3 +Sales t-4 ) of the industry, where subscript t refers to new covenant violation quarter. In the regressions, we limit the sample to rival firms, i.e, firms that are not in a covenant violation. 18 We include calendar quarter-year and fiscal quarter-year indicator variables because seasonal patterns may exist and financial covenant variables are more common in 10-K filings than 10-Q filings. Following Nini et al. (2012), we include the most common ratios used in debt agreements in the analysis as Covenant Controls. These ratios include: operating cash flow to average assets, leverage (debt-to-assets), interest expense to average assets, net worth to assets, and the current ratio (current assets/current liabilities). We also include market-to-book ratio as it is an indicator of many firm 18 To be included in the sample, we require firms to have available covenant control variable items. We have 76,624 firm-quarter observations in our sample. 14 outcomes. In some specifications, we include four-quarter lagged value of these variables. Since we have overlapping observations that induce a mechanical serial correlation in the dependent variable, we cluster our standard errors by firm. 19 Table 2 presents the results for nonviolating rival firms. The dependent variable is Δ Market Share, annualized sales growth minus the industry average, where the average excludes the firm itself, or equivalently, is a proxy for market share growth (following Fresard 2010). Columns (1) to (3) show the regression results using the set of variables in equation (1) as well as the level and first differences of ln(assets) and the level and first differences of net fixed assets scaled by total assets. We restrict our sample to industry-quarters which have at least one firm in a new covenant violation. 20 We find the rival firm’s market share increases in the market share of violators in their industry. In each of the first three specifications we find a positive and significant coefficient on Industry market share of violators. In Column (3) of Table 2, the coefficient of 0.753 on Industry market share of violators indicates that the rival firms’ market share grows by 0.753% when the combined industry market share of violators is 1%. We also analyze the change in rival firms’ sales growth when the industry market share of violators is above (below) the median for the sample of rival firms. Columns (4) to (6) of Table 2 show that rival firms’ market share economically and significantly increases following the violation if the industry market share of the violators is above the median. If the market share of the violators is small, however, the increase in market share of rival firms is not statistically significant at a reasonable level. 19 Please see Peterson (2009) for detailed information on clustered standard errors. 20 The results are robust if we include industry-quarters which do not have any new covenant violations. 15 These results are consistent with the notion that the rivals see their peers’ covenant violations as providing an opportunity to increase their competitive position in the product market. 4.3. Changes in market share and product similarity The previous section shows that the rival firms’ market share significantly increases in proportion to the industry market share of violators following a financial covenant violation. In this section, we explore how product uniqueness influences the relation between changes in rival firms’ market share and the industry market share of violators. The results are presented in Table 3. In the first three columns, the Product Uniqueness Dummy is one for durable goods industries and zero otherwise. In columns 4-6, Product Uniqueness Dummy is defined using R&D intensity. If a firm’s annual R&D spending is more than the median level for the full sample in the year preceding the violation, that firm is considered as R&D intensive. If more than half of the violator firms in the industry are R&D intensive, product uniqueness dummy is defined as one, zero otherwise. In columns 7-8, Product Uniqueness Dummy is defined using product fluidity. Using Hoberg et al. (2014)’s classifications to measure product fluidity, we categorize a firm’s products as having low fluidity when it is below the median level for the full sample in the year preceding the violation. If more than half of the violator firms in the industry have low product fluidity then the Product Uniqueness Dummy equals one. We include both the Product Uniqueness Dummy and the interaction of Product Uniqueness Dummy with Industry market share of violators in the regressions. We conjecture that the interaction term will have a negative coefficient, consistent with the notion that rivals will not be able to take as much market share from violators when violators’ products are more unique. This is indeed what we find. In all nine specifications, we find negative coefficients on the interaction term that are significant at the 1% level. This result supports our conjecture that if peer violators are producing more unique 16 and customer specific products, there is less room for rival firms to take advantage of the violation. We next explore how rival firms’ advertising expense relates to violators’ industry market share. If rivals are indeed actively attempting to capture share then we would expect to see advertising expense to rise as a function of the violators’ share. 4.4. Advertising expense and industry market share of violators In Table 4, we examine the growth in the annual advertising expense, adjusted annual advertising expense (advertising expense/lagged sales), and the growth in the adjusted annual advertising expense as a function of industry market share of violators. 21 Our specifications are similar to those in Table 2 but with our advertising expense measures as the dependent variables and with annual values of covenant controls. In the first two specifications where the dependent variable is change in natural log of advertising expense, we find the coefficient on Industry market share of violators is 0.575 and 0.522, both significant at the 1% level. The later coefficient suggests that for each 1% of market share held by industry violators’, rival firms grow their advertising budget by 5.22%. When we explore the adjusted advertising expense and the growth in adjusted advertising expense, the results are similar. The coefficient of Industry market share of violators is positive and statistically significant in all specifications. 22 Overall these findings suggest that increases in advertising expense of 21 To explore the annual change in the advertising expense, we restrict the sample to covenant violations that are reported in the fourth quarter of each fiscal year. We use the fourth quarter since financial covenant violation announcements are more common in 10-K filings than in 10-Q filings and advertising expense is reported annually. 22 We explore the relation between advertising expense and product uniqueness; however, there are countervailing factors that drive the predictions. On the one hand, we would expect advertising to increase more when products are less unique given the greater product substitutability – leading to a negative relation between advertising and product uniqueness. On the other hand, firms may need to spend more on advertising 17 the rivals may explain the increase in sales growth with respect to the peer violators, and may be indicative of strategic actions of the rivals. These results suggest that covenants play an important role in industry competitiveness and product-market outcomes. 4.5. Operating performance and industry market share of violators The results above suggest that creditor control threats over borrowing firms following violations have positive effects on rival firms. To provide evidence on the valuation consequences of the increased market share for the rivals following covenant violations, we examine rival firms’ performance following violations. We use three different variables as dependent variables to measure operating performance in equation (1). We explore, change in operating cash flow scaled by average assets, where operating cash flow is defined as operating income before depreciation and amortization, change in return on assets (ROA), where ROA is defined as operating income before depreciation minus depreciation and amortization divided by average assets, and change in return on equity (ROE), where ROE is defined as net income divided by average common equity. Table 5 reports the results. We see in all nine specifications, using three measures of profitability, the relation between rival firm profits and industry market share of violators is positive and significant. In other words, not only do the rival firms experience significant improvements in these profitability measures relative to the violators in their industry, they also experience these increases in proportion to the violators’ industry market share. 5. Conclusion to persuade rival customers when products are more unique – leading to a negative relation. In general we find the relation is statistically insignificant. 18 There is a large body of work which examines how firms’ capital structure affects productmarket behavior. While previous studies focus on the level of leverage, there are other dimensions of leverage that may also affect product-market outcomes. In this study, we investigate how creditor control threats impact product-market competition. Restrictive covenants might lead “managers to manage the covenants, rather than their business”, resulting in competitive opportunities for the rival firms, and commensurate changes in product-market outcomes. Covenant violations may also lead to greater creditor control and a decreased emphasis on market share and an increased emphasis on profits. Regardless of whether these actions benefit shareholders, the influence of covenants on product-market actions may be an important channel that affects overall industry competitiveness. The rival firms may consider their peers’ exposure to control threats when developing product-market strategies. To explore the mechanism between creditor control threats and product-market outcomes, we look at financial covenant violations. Recent papers show that following financial covenant violations, creditors increase their control over borrowing firms in ways that significantly affect borrowing firms’ corporate policies. Our paper is the first to thoroughly examine the product-market outcomes following financial covenant violations. We show that the rival firms gain market share when a firm in their industry violates a financial covenant, this gain increases with the industry market share of violators. The rival firms gain less market share if peer violators sell more unique goods. We also show that rival firms increase advertising spending significantly after covenant violations. ROA, ROE, and operating cash flow significantly increase for rival firms once their peers violate a financial covenant. These findings indicate that the rivals follow more aggressive strategies to improve their positions in the product market when another firm in their industry violates a covenant. 19 We find evidence that the rival firm actions (i.e., changes in market share and advertising spending) are indicative of strategic actions. Namely we see their effects increase with the potential size of the competitive opportunity – i.e., the size of the violating firms’ market share and the nature of the product violating firms sell. Taken together, results suggest that creditor control threats can indeed have dramatic effects on product-market outcomes. Rival firms may be considering their peers’ covenant violations when making competitive decisions in the product market. 20 References Aghion, P., and P. 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Sales growth = (Sales t - Sales t-4 )/Sales t-4 . where Sales = saleq Industry market share of violators = (Sales t-1 +Sales t-2 +Sales t-3 +Sales t-4 ) of violators / (Sales t-1 +Sales t2 +Sales t-3 +Sales t-4 ) of the three-digit SIC code industry. Change in Market Share= ((Sales t+4 -Sales t )/Sales t ) adjusted by the three-digit SIC code industry average sales growth (excluding the firm itself) Average assets = (Total assets + lagged total assets) / 2 where total assets = atq Market-to-book ratio = Market value / total assets where market value = Market value of equity – book value of equity + total assets Market value of equity = Price close quarterly * common shares outstanding (prccq*cshoq) Book value of equity = Total assets – total liabilities (ltq) + deferred taxes and investment tax credit (txditcq) Total debt = Debt in current liabilities (dlcq) + total long-term debt (dlttq) Leverage ratio = Total debt / total assets Net worth / assets = Total shareholders' equity (seqq) / total assets Current ratio = Current assets (actq) / current liabilities (lctq) Interest expense / average assets = Interest and related expense (xintq) / average assets If interest expense is missing, we calculate the interest expense using this equation: 25 Operating income before depreciation (oibdpq) – depreciation and amortization (dpq) + non-operating income (nopiq) – pretax income (piq) +impairment of goodwill pretax (gdwlipq) +settlement pretax (setpq) + writedowns pretx (wdpq) +other special items pretax (spiopq) + restructuring cost pretax (rcpq)+ gain/loss pretax (glpq) If non-operating income (nopiq), pretax income (piq), impairment of goodwill pretax (gdwlipq), settlement pretax (setpq), writedowns pretx (wdpq), other special items pretax (spiopq), restructuring cost pretax (rcpq), gain / loss pretax (glpq) are missing, we set them equal to zero. Operating cash flow / average assets = Operating income before depreciation quarterly (oibdpq) / average assets Net fixed assets / total assets = Plant, property and equipment (Ppentq) / total assets (atq) Advertising Expense / lagged sales= Annual advertising Expense (xad) / annual sales (sale) Return on assets (ROA) = Operating income after depreciation quarterly (oibdpq) / average assets where operating income after depreciation= Operating income before depreciation quarterly (oibdpq)-depreciation and amortization (dpq) Return on equity (ROE) = Net income (niq) / average common equity where average common equity= (Common equity (ceqq) + lagged common equity) / 2 26 A.2 Descriptive Statistics Since we use the data of Amir Sufi and follow the data construction of Nini et al. (2012), we refer the reader to Nini et al. (2012) for the data characteristics. As Nini et al. (2012) show in Table 2 of their paper, violations are common events, 40 percent of firms violate a financial covenant in 19972008 period, although small firms are more likely to violate a covenant, violations are also common among large firms (25 percent of firms with greater than $5 billion in assets are in violation in the sample). We find that violations are more common among manufacturing firms. As Nini et al. (2012) show in Figure 1 of their paper, violations are more likely to occur in bad times (e.g. 2001 crises), the incidence of violations declines in the later part of the sample. Table A.1 displays the distribution of performance measures for new violator firms and the nonviolating rival firms. A new covenant violation is a financial covenant violation for a firm that has not experienced a financial covenant violation in the previous four quarters. We confirm Table 3 of Nini et al. (2012) showing that although violator firms have high leverage and interest expense scaled by average assets compared to rivals, they are not highly leveraged. The median violator firm has debt ratio of 0.34, compared to 0.21 of the median non-violator rival firm. Operating cash flow/average assets are lower for the median violator firm compared to the median rival firm; however, violators are not experiencing deep liquidity problems. The median violator has a reasonably high market-to-book ratio, 1.5, relative to the median non-violator rival firm’s market-to-book ratio of 2.3. Operating performance of the median violator is lower than the median rival firm. As Nini et al. (2012) point out “Overall, financial covenant violations appear to serve more as an indicator of a change in performance, rather than as an indicator of a low level of performance” (p. 1730). 27 Table A.1 also shows that the median new violator firm’s change in market share in the year preceding the violation and advertising expense/lagged sales are similar to that of the median nonviolator rival firm. 28 Table 1 Differences-in-differences (DID) tests of sales growth of rival firms and covenant violators This table presents changes in sales growth of rival firms and violators around new financial covenant violations. A new covenant violation is a financial covenant violation for a firm that has not experienced a financial covenant violation in the previous four quarters. Sales growth is defined as sales growth with respect to same quarter last year i.e. (Sales t -Sales t-4 )/Sales t-4 , where subscript t refers to the new covenant violation quarter. A rival firm is identified as a nonviolator firm with the same three-digit SIC code, a pre-violation average sales growth within one-half of the standard deviation above and below the violator firm’s pre-violation average sales growth, and a propensity score of violating a covenant closest to that of the violator firm. In Panel B, Small (Big) violators are defined as new violators having the ratio of sales to total industry sales lower (greater) than the median ratio for the sample of new violators. Specifically, the ratio of sales to total industry sales is equal to the sum of the past four quarters’ sales (Sales t-1 +Sales t-2 +Sales t-3 +Sales t-4 ) of violators, divided by the sum of the past four quarters’ sales of that industry (Sales t-1 +Sales t-2 +Sales t-3 +Sales t-4 ). From Panel C to Panel E, product uniqueness is defined by three measures: Research and Development (R&D) Intensity, Non-durable/Durable Goods Industry and Product Fluidity. If a violator firm’s non-missing annual R&D spending (scaled by average assets) is less than the median ratio for the new violators in the year preceding the violation, the firm is considered as a Low (High) R&D intensity firm. If a firm’s annual R&D spending prior to the violation year is missing, the firm is also considered as a Low R&D intensity firm. If a firm’s SIC industry code is between 3400 and 4000 (firms producing machines and equipment), then it is defined as a durable goods firm; otherwise it is defined as a nondurable goods firm. If a firm’s product fluidity is more (less) than the median level for the sample of new violators prior to the violation year, this firm is considered as a High (Low) product fluidity firm. In each panel, first rows show the average sales growth of firms in the four quarters prior to the violation. Second rows show the average sales growth of firms in the four quarters following the violation. Last rows show the difference between average sales growth for the post-violation and pre-violation periods both for the rivals and their peer violator firms. The difference-in-differences estimator is the difference between the average difference of the rivals and peer violator firms. ***, ** and * denote 1%, 5% and 10 % levels of significance, respectively. Panel A Pre-violation average sales growth (Quarters -4,-3,-2, -1) Post-violation average sales growth (Quarters +1,+2,+3,+4) Post Violation - Pre Violation N 1896 New Violators 0.116*** Rival Firms 0.110*** 1896 0.055*** 0.091*** 1896 -0.061*** -0.018 DID 0.006 -0.036** -0.042*** 29 Panel B Pre-violation average sales growth (Quarters -4,-3,-2, -1) Post-violation average sales growth (Quarters +1,+2,+3,+4) Post Violation - Pre Violation N 933 933 933 Small Violators New Rival Violators Firms 0.150*** 0.138*** 0.104*** -0.047* 0.128*** -0.010 DID 0.012** N 963 -0.024 963 -0.036 963 Big Violators New Rival Violators Firms 0.083*** 0.082*** 0.009 -0.074*** 0.056*** -0.026** DID 0.001 -0.048*** -0.048*** Panel C Pre-violation average sales growth (Quarters -4,-3,-2, -1) Post-violation average sales growth (Quarters +1,+2,+3,+4) Post Violation - Pre Violation N 1364 Low R&D intensity New Rival Violators Firms 0.099*** 0.100*** 1364 0.045*** 0.078*** 1364 -0.054*** N 1299 Non-Durable Goods New Rival Violators Firms 0.128*** 0.128*** -0.021* High R&D intensity New Rival Violators Firms 0.160*** 0.136*** DID -0.001 N 532 -0.033** 532 -0.032** 532 -0.079** N 597 Durable Goods New Rival Violators Firms 0.091*** 0.070*** 0.081*** 0.125*** -0.010 DID 0.025*** -0.044 -0.069* Panel D Pre-violation average sales growth (Quarters -4,-3,-2, -1) Post-violation average sales growth (Quarters +1,+2,+3,+4) Post Violation - Pre Violation 1299 0.064*** 1299 -0.064*** 0.110*** -0.018 DID 0.000 -0.046** 597 0.037** -0.046** 597 -0.054** 0.051*** -0.018 DID 0.021*** -0.014 -0.035 30 Panel E Pre-violation average sales growth (Quarters -4,-3,-2, -1) Post-violation average sales growth (Quarters +1,+2,+3,+4) Post Violation - Pre Violation N 932 Low Fluidity New Rival Violators Firms 0.069*** 0.070*** 932 0.027*** 932 -0.042*** 0.051*** -0.019 High Fluidity New Rival Violators Firms 0.169*** 0.156*** DID 0.000 N 860 -0.023 860 0.084*** -0.023 860 -0.085*** 0.139*** -0.017 DID 0.013** -0.055* -0.068** 31 Table 2 Rival firm sales growth and the industry market share of covenant violators This table presents changes in sales growth of rival firms when firms in their industry violate a financial covenant. The dependent variable is Change in Market Share defined as the sales growth in the year following the violation ((Sales t+4 -Sales t )/Sales t ) adjusted by the three-digit SIC code industry average sales growth, where the average excludes the firm itself. Industry market share of violators is the total sales prior to the new covenant violation quarter of violators within the industry (three-digit SIC code) divided by the total corresponding industry sales. Specifically, it is equal to the sum of the past four quarters’ sales (Sales t-1 +Sales t-2 +Sales t-3 +Sales t-4 ) of violators, divided by the sum of the past four quarters’ sales of that industry (Sales t-1 +Sales t-2 +Sales t-3 +Sales t-4 ), where subscript t refers to the new covenant violation quarter. We limit the sample to rival firms, i.e, firms that are not in a covenant violation. We include industryquarters which have at least one firm in a new covenant violation. Covenant controls include the following: operating cash flow scaled by average assets, leverage ratio, interest expense scaled by average assets, net worth scaled by assets, current ratio and market-to-book ratio. All specifications include calendar quarter-year fixed effects, fiscal quarter-year fixed effects, the level and first difference of Ln(assets), and the level and first difference of the ratio of net fixed assets to total assets. The first difference is computed as the value in quarter t minus the value in quarter t-4. In some specifications, we include four-quarter lag of covenant controls (i.e. Covenant Control t-4 ). Columns (4) to (6) show the results for the sample where Industry market share of violators is above the sample median for rival firms. Columns (7) to (9) show the results for the sample where Industry market share of violators is below the sample median for rival firms. Definitions of the control variables are described in the appendix. Standard errors are clustered by firm. *, **, and *** indicate significance at the 10%, 5%, and 1% levels, respectively. 32 Industry market share of violators Operating cash flow / average assets Leverage ratio Interest expense / average assets Net worth / assets Current ratio Market-to-book ratio Change in Market Share t–t-4 Industry market share of violators is Whole Sample above the median 1 2 3 4 5 6 0.769*** 0.754*** 0.753*** 0.588*** 0.573*** 0.559*** (10.31) (10.09) (10.10) (7.78) (7.56) (7.39) -2.569*** -2.605*** -2.608*** -2.018*** -2.054*** -2.105*** (-15.54) (-13.59) (-13.56) (-10.47) (-8.87) (-8.88) 0.213*** 0.163** 0.164** 0.212*** 0.191*** 0.196*** (5.35) (2.45) (2.45) (5.21) (2.94) (3.03) -0.849 -0.819 -0.818 0.299 0.382 0.369 (-1.02) (-0.98) (-0.98) (0.23) (0.29) (0.28) 0.130*** 0.206*** 0.206*** 0.140*** 0.204*** 0.210*** (4.06) (3.96) (3.98) (3.89) (3.63) (3.72) 0.017*** 0.010** 0.010** 0.018*** 0.019*** 0.020*** (5.15) (2.17) (2.14) (4.45) (2.95) (3.06) 0.025*** 0.036*** 0.036*** 0.024*** 0.035*** 0.035*** (5.24) (7.08) (7.08) (4.30) (5.21) (5.21) 0.001 0.017 (0.09) (1.26) Four-quarter lag of covenant controls No Calendar quarter-year and fiscal quarter-year fixed effects Yes Number of observations 76,624 Adjusted R2 0.055 Yes Yes 76,624 0.059 Yes Yes 76,624 0.059 No Yes 38,180 0.056 Yes Yes 38,180 0.059 Yes Yes 38,180 0.059 Industry market share of violators is below the median 7 8 9 1.813 4.704 4.719 (0.59) (1.55) (1.55) -3.008*** -3.023*** -2.960*** (-13.97) (-11.60) (-11.37) 0.196*** 0.115 0.111 (3.34) (1.14) (1.10) -1.462 -1.502 -1.524 (-1.56) (-1.59) (-1.62) 0.125*** 0.197*** 0.188** (2.93) (2.65) (2.57) 0.017*** 0.005 0.004 (4.25) (0.84) (0.65) 0.025*** 0.037*** 0.038*** (4.36) (6.12) (6.15) -0.014 (-1.28) No Yes 38,444 0.063 Yes Yes 38,444 0.068 Yes Yes 38,444 0.068 33 Table 3 Rival firm sales growth, product uniqueness, and the industry market share of covenant violators This table presents changes in sales growth of rival firms when firms in their industry violate a financial covenant based on different characteristics of products peer violators sell. The dependent variable is Change in Market Share defined as the sales growth in the year following the violation ((Sales t+4 -Sales t )/Sales t ) adjusted by the three-digit SIC code industry average sales growth, where the average excludes the firm itself. Industry market share of violators is the total sales prior to the new covenant violation quarter of violators within the industry (three-digit SIC code) divided by the total corresponding industry sales. Specifically, it is equal to the sum of the past four quarters’ sales (Sales t-1 +Sales t-2 +Sales t-3 +Sales t-4 ) of violators, divided by the sum of the past four quarters’ sales of that industry (Sales t-1 +Sales t-2 +Sales t-3 +Sales t-4 ), where subscript t refers to the new covenant violation quarter. We limit the sample to rival firms, i.e, firms that are not in a covenant violation. We include industry-quarters which have at least one firm in a new covenant violation. We use three measures for product uniqueness. In columns (1) to (3), we define product uniqueness by the nature of the industry. The product uniqueness dummy equals one for firms with SIC industry code between 3400 and 4000 (firms producing machines and equipment) and zero otherwise. In columns (4) to (6), we define product uniqueness by Research and Development (R&D) Intensity. If a firm’s annual R&D spending is more than the median level for the full sample in the year preceding the violation, that firm is considered as R&D intensive. If more than half of the violator firms in the industry are R&D intensive, product uniqueness dummy is defined as one, zero otherwise. In columns (7) to (9), we define product uniqueness by product fluidity. If a firm’s product fluidity is less than the median level in the full sample in the year preceding the violation, the firm’s product fluidity is defined as low. If more than half of the violator firms in the industry have low product fluidity, the product uniqueness dummy is defined as one, zero otherwise. Covenant controls include the following: operating cash flow scaled by average assets, leverage ratio, interest expense scaled by average assets, net worth scaled by assets, current ratio and market-to-book ratio. All specifications include calendar quarter-year fixed effects, fiscal quarter-year fixed effects, the level and first difference of Ln(assets), and the level and first difference of the ratio of net fixed assets to total assets. The first difference is computed as the value in quarter t minus the value in quarter t-4. In some specifications, we include four-quarter lag of covenant controls (i.e. Covenant Control t-4 ). Definitions of the control variables are described in the appendix. Standard errors are clustered by firm. *, **, and *** indicate significance at the 10%, 5%, and 1% levels, respectively. 34 Industry market share of violators Industry market share of violators *Product Uniqueness Dummy Product Uniqueness Dummy Operating cash flow/ average assets Leverage ratio Interest expense / average assets Net worth / assets Current ratio Market-to-book ratio 1 1.012*** (11.25) Durable Goods 2 3 0.991*** 0.992*** (11.00) (11.01) R&D Intensity 5 0.615*** (7.75) 6 0.616*** (7.78) 7 0.882*** (6.78) Product Fluidity 8 9 0.874*** 0.880*** (6.73) (6.80) -0.984*** (-5.77) 0.088*** (7.27) -2.621*** (-15.84) 0.208*** (5.25) -0.819 (-0.98) 0.120*** (3.82) 0.016*** (4.94) 0.025*** (5.42) -0.958*** (-5.63) 0.086*** (7.09) -2.638*** (-13.75) 0.160** (2.42) -0.802 (-0.96) 0.197*** (3.84) 0.009** (2.03) 0.037*** (7.20) -0.959*** (-5.64) 0.086*** (7.05) -2.636*** (-13.69) 0.160** (2.42) -0.802 (-0.96) 0.197*** (3.84) 0.009** (1.98) 0.037*** (7.20) -0.001 (-0.08) -0.726*** (-3.53) -0.130*** (-11.79) -2.618*** (-15.74) 0.199*** (4.97) -0.765 (-0.92) 0.145*** (4.39) 0.017*** (5.18) 0.027*** (5.70) -0.697*** (-3.40) -0.123*** (-11.24) -2.619*** (-13.67) 0.159** (2.37) -0.758 (-0.91) 0.214*** (4.07) 0.010** (2.14) 0.038*** (7.32) -0.697*** (-3.41) -0.124*** (-11.21) -2.613*** (-13.59) 0.158** (2.36) -0.759 (-0.91) 0.213*** (4.07) 0.010** (2.08) 0.038*** (7.33) -0.002 (-0.19) -0.480*** (-3.29) 0.161*** (17.42) -2.725*** (-15.38) 0.200*** (4.83) -0.527 (-0.57) 0.137*** (4.00) 0.015*** (4.56) 0.028*** (5.65) -0.484*** (-3.32) 0.157*** (16.77) -2.653*** (-12.93) 0.170** (2.35) -0.584 (-0.63) 0.226*** (3.97) 0.010** (1.97) 0.038*** (7.08) -0.486*** (-3.34) 0.157*** (16.68) -2.635*** (-12.81) 0.169** (2.34) -0.589 (-0.63) 0.223*** (3.95) 0.009* (1.88) 0.038*** (7.09) -0.005 (-0.52) No Yes Yes No Yes Yes No Yes Yes Yes 76,624 0.057 Yes 76,624 0.061 Yes 76,624 0.061 Yes 76,624 0.060 Yes 76,624 0.063 Yes 76,624 0.063 Yes 67,781 0.064 Yes 67,781 0.067 Yes 67,781 0.067 Change in Market Share t–t-4 Four-quarter lag of covenant controls Calendar quarter-year and fiscal quarter-year fixed effects Number of observations Adjusted R2 4 0.619*** (7.85) 35 Table 4 Rival firm advertising expense and the industry market share of covenant violators This table presents changes in advertising expense of rival firms when firms in their industry violate a financial covenant. The dependent variable is the change in natural logarithm of annual advertising expense in the year following the violation, the change in annual advertising expense divided by last year’s sales in the year following the violation, and the change in natural logarithm of the annual advertising expense divided by last year’s sales in the year following the violation. Industry market share of violators is the total sales of violators within the industry (three-digit SIC code) prior to the new covenant violation year divided by the total corresponding industry sales. We limit the sample to rival firms, i.e, firms that are not in a covenant violation. We include industry-years which have at least one firm in a new covenant violation. In this regression, covenant controls are computed using annual data. Covenant controls include the following: operating cash flow scaled by average assets, leverage ratio, interest expense scaled by average assets, net worth scaled by assets, current ratio and market-to-book ratio. All specifications include year fixed effects, the level and first difference of Ln(assets), and the level and first difference of the ratio of net fixed assets to total assets. The first difference is computed as the value in year t minus the value in year t-1, where t is the violation year. In some specifications, we include one-year lag of covenant controls (i.e. Covenant Control t-1 ). Standard errors are clustered by firm. *, **, and *** indicate significance at the 10%, 5%, and 1% levels, respectively. 36 Industry market share of violators Operating cash flow / average assets Leverage ratio Interest expense / average assets Net worth / assets Current ratio Market-to-book ratio Level of the dependent variable First difference of the dependent variable Change in Market Share t–t-1 One-year lag of covenant controls Year fixed effects Number of observations Adjusted R2 Change in Ln(Advertising Expense) 1 2 0.575*** 0.522*** (3.35) (3.07) 0.594*** 0.454*** (8.90) (4.27) -0.029 -0.095 (-0.44) (-1.02) 0.045 0.161 (0.11) (0.37) -0.027 -0.031 (-0.63) (-0.52) -0.000 0.003 (-0.04) (0.59) 0.029*** 0.045*** (6.00) (7.28) -0.047*** -0.045*** (-6.88) (-6.72) -0.094*** -0.093*** (-4.33) (-4.23) -0.018 -0.005 (-0.96) (-0.25) No Yes 7,054 0.131 Yes Yes 7,054 0.140 Change in (Advertising Expense/Lagged Sales) 3 4 0.091*** 0.087*** (2.71) (2.83) -0.139*** -0.147* (-2.67) (-1.69) 0.008 -0.021 (0.51) (-1.28) 0.044 0.053 (0.31) (0.35) 0.013 0.008 (0.94) (0.52) -0.001 -0.001 (-0.90) (-0.65) 0.012** 0.013** (2.53) (2.32) -0.875*** -0.874*** (-34.62) (-34.04) -0.004 -0.006 (-0.50) (-0.75) -0.032*** -0.031*** (-3.92) (-4.27) No Yes 7,015 0.817 Yes Yes 7,015 0.817 Change in Ln(Advertising Expense/Lagged Sales) 5 6 0.619*** 0.525*** (3.62) (3.14) 0.363*** -0.069 (4.59) (-0.52) -0.028 -0.046 (-0.39) (-0.46) -0.047 -0.223 (-0.10) (-0.44) -0.029 0.066 (-0.67) (1.11) 0.007 0.020*** (1.60) (2.95) 0.018*** 0.037*** (3.12) (5.16) -0.086*** -0.075*** (-11.99) (-10.76) 0.003 -0.024 (0.14) (-1.19) -0.319*** -0.290*** (-13.72) (-12.64) No Yes 7,015 0.215 Yes Yes 7,015 0.233 37 38 Table 5 Rival firm operating performance and the industry market share of covenant violators This table presents changes in operating performance of rival firms when firms in their industry violate a financial covenant. Columns (1) - (3) show operating cash flow (operating income before depreciation and amortization) scaled by average assets. Columns (4) to (6) show return on assets (ROA), calculated by operating income before depreciation minus depreciation and amortization divided by average assets. Columns (7) to (9) show return on equity (ROE), calculated by net income divided by average common equity. Industry market share of violators is the total sales prior to the new covenant violation quarter of new violators within the industry (three-digit SIC code) divided by the total corresponding industry sales. Specifically, it is equal to the sum of the past four quarters’ sales (Sales t-1 +Sales t-2 +Sales t-3 +Sales t-4 ) of violators, divided by the sum of the past four quarters’ sales of that industry (Sales t-1 +Sales t-2 +Sales t-3 +Sales t-4 ), where subscript t refers to the new covenant violation quarter. We limit the sample to rival firms, i.e, firms that are not in a covenant violation. We include industry-quarters which have at least one firm in a new covenant violation. Covenant controls include the following: operating cash flow scaled by average assets, leverage ratio, interest expense scaled by average assets, net worth scaled by assets, current ratio and market-to-book ratio. All specifications include calendar quarteryear fixed effects, fiscal quarter-year fixed effects, the level and first difference of Ln(assets), the level and first difference of the ratio of net fixed assets to total assets, the level and first difference of the corresponding dependent variable. The first difference is computed as the value in quarter t minus the value in quarter t-4. Definitions of the control variables are described in the appendix. In some specifications, we include four-quarter lag of covenant controls (i.e. Covenant Control t-4 ). Standard errors are clustered by firm. *, **, and *** indicate significance at the 10%, 5%, and 1% levels, respectively. 39 Industry market share of violators Operating cash flow / average assets Leverage ratio Interest expense / average assets Net worth / assets Current ratio Market-to-book ratio Change in Operating cash flow/average assets 1 2 3 0.015*** 0.012*** 0.012*** (4.11) (3.33) (3.37) -0.261*** -0.377*** -0.376*** (-23.55) (-28.50) (-27.92) -0.002 -0.011** -0.011** (-0.59) (-2.22) (-2.23) -0.017 0.033 0.032 (-0.34) (0.70) (0.69) -0.002 -0.010** -0.010** (-0.61) (-2.36) (-2.37) -0.001*** -0.001*** -0.001*** (-7.59) (-4.48) (-4.51) -0.001*** 0.000* 0.000* (-3.26) (-1.72) (-1.72) Level of the dependent variable First difference of the dependent variable Change in Market Share t–t-4 Four-quarter lag of covenant controls Calendar quarter-year and fiscal quarter-year fixed effects Number of observations Adjusted R2 -0.000 (-0.42) Change in Return on Assets 4 5 6 0.018*** 0.017*** 0.017*** (4.62) (4.56) (4.64) 0.267*** 0.256*** 0.258*** (5.53) (4.73) (4.77) -0.006* -0.014*** -0.014*** (-1.81) (-2.71) (-2.73) 0.006 0.022 0.022 (0.12) (0.47) (0.46) -0.006** -0.013*** -0.013*** (-2.20) (-2.67) (-2.70) -0.001*** 0.000** 0.000** (-4.88) (-2.44) (-2.55) 0.000** -0.000 -0.000 (-2.09) (-0.78) (-0.76) -0.464*** -0.489*** -0.488*** (-9.91) (-10.40) (-10.39) -0.161*** -0.129*** -0.129*** (-15.04) (-4.29) (-4.30) -0.000 (-0.81) Change in Return on Equity 7 8 9 0.067*** 0.062*** 0.063*** (3.07) (2.89) (2.90) 1.147*** 1.076*** 1.078*** (22.33) (16.81) (16.61) -0.125*** -0.135*** -0.135*** (-8.51) (-4.84) (-4.85) -0.291 -0.254 -0.254 (-1.48) (-1.29) (-1.29) -0.020* -0.001 -0.001 (-1.69) (-0.05) (-0.06) 0.002*** 0.003*** 0.003*** (5.42) (4.80) (4.79) -0.001* 0.000 0.000 (-1.79) (0.48) (0.48) -0.688*** -0.704*** -0.704*** (-29.17) (-28.68) (-28.67) -0.104*** -0.093*** -0.093*** (-8.55) (-6.51) (-6.51) -0.000 (-0.16) No Yes Yes No Yes Yes No Yes Yes Yes 72,628 0.108 Yes 72,628 0.132 Yes 72,628 0.132 Yes 67,745 0.140 Yes 67,745 0.141 Yes 67,745 0.141 Yes 66,850 0.211 Yes 66,850 0.212 Yes 66,850 0.212 40 41 Table A.1 Descriptive Statistics This table shows the descriptive statistics of variables for new covenant violation firms and non-violator rival firms. A new covenant violation is a financial covenant violation for a firm that has not experienced a financial covenant violation in the previous four quarters. Rival firms are firms that are not in a covenant violation. Please see the appendix for a detailed description of the variables. Operating cash flow /average assets Leverage ratio Interest expense / average assets Net worth / assets Current ratio Market-to-book ratio Log(assets) Log(PPE/assets) Sales growth ROA ROE Change in Ln(advertising expense) Advertising expense/Lagged sales Change in Market Share Industry market share of violators N 3563 3526 3522 3604 3511 3604 3604 3599 3561 3413 3333 453 511 3218 New Violators Mean -0.004 0.335 0.009 0.382 1.942 1.507 5.024 0.285 0.181 -0.021 -0.150 0.013 0.055 -0.197 Median 0.009 0.302 0.006 0.411 1.508 1.173 4.840 0.210 -0.015 -0.004 -0.033 0.012 0.017 -0.193 N 76624 76624 76624 76624 76624 76624 76624 76624 76624 74213 72661 7054 7015 76624 76624 Rival Firms Mean 0.011 0.212 0.005 0.525 3.220 2.257 5.229 0.248 0.262 -0.004 -0.041 0.031 0.062 -0.175 0.015 Median 0.024 0.141 0.002 0.565 2.188 1.599 4.970 0.162 0.066 0.012 0.012 0.035 0.018 -0.224 0.004 42 Table A.2 Firm characteristics of industry-propensity score matched rival firms and covenant violators This table reports mean and median statistics for industry-propensity score matched rival firms and new covenant violators. A rival firm is identified as a nonviolator firm with the same three-digit SIC code, a pre-violation average sales growth within one-half of the standard deviation above and below the violator firm’s pre-violation average sales growth, and a propensity score of violating a covenant closest to that of the violator firm. The last two columns report the differences in means and medians. Definitions of the control variables are described in the appendix. ***, ** and * denote 1%, 5% and 10 % levels of significance, respectively. N New Violators Mean Median Industry-propensity score matched Rival Firms Mean Median Mean Difference -0.007*** 0.016** Median Operating cash flow /average assets Leverage ratio 1896 1896 0.002 0.318 0.012 0.281 0.009 0.303 0.019 0.285 -0.007*** -0.005 Interest expense / average assets 1896 0.008 0.005 0.007 0.005 0.001*** Net worth / assets 1896 0.405 0.431 0.428 0.430 -0.023*** Current ratio 1896 2.017 1.587 2.085 1.704 -0.068 -0.118** Market-to-book ratio 1896 1.460 1.134 1.440 1.185 0.020 -0.051*** Log(assets) 1896 5.158 4.981 5.417 5.216 -0.260*** -0.235*** Log(PPE/assets) 1896 0.292 0.218 0.295 0.225 -0.003 -0.008 Sales growth 1896 0.053 -0.024 0.055 0.004 -0.002 -0.027** ROA ROE 1785 1676 -0.014 -0.097 -0.001 -0.025 -0.006 -0.071 0.006 0.002 -0.008*** -0.027*** -0.007*** -0.027*** 0.0004** 0.001 43
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