Off-balance Sheet Financing Research Articles

Sharing Accounting's Burden: Business Lawyers in Enron's Dark Shadows

A familiar pass-the-buck pas de deus in deal meetings occurs when the accountant says, after an impasse, that's a legal problem while the lawyer says that's an accounting problem. The truth is, both are right; the trouble is, as Enron shows, prevailing professional cultures create a crack between law and accounting that resolute fraud artists exploit, not cultures that emphasize the intersection of law and accounting that should foil would-be fraudsters. As policymakers rush to respond to Enron, this perspective on law and accounting should be appreciated, as should Enron's place in soecity's parade of corporate debacles. At Enron's core are accounting chicanery related to off-balance sheet financing and related party transactions, but in its penumbra are also colossal examples of governance, audit, and regulatory failure. Even in its accounting aspects, Enron is both an isolated example of fraud and epitome of systemic failure in the financial reporting and disclosure regime. It is another accounting scandal added to the sum of accounting scandals that evidences a broader dysfunction. While not in the league of the LBO, BCCI, or S&L debacles, Enron as an accounting scandal is the straw that broke the accounting camel's back. Among possible regulatory responses are wresting the standard setting function from the profession of accounting and rendering accounting rules and standards matters of law, as is done in many countries. While such a bold move would surely constitute a huge power shift from accountants to lawyers, the effect on the competent business lawyer's practice would be more modest. Competent business lawyers already treat accounting principles as an important tool in their professional toolbox, even if by virtue of the manner and source of their present promulgation they are better understood as facts rather than law. Despite the increasing role accounting plays in business law practice since the mid-1970s, accounting teaching in law schools has declined. First taught in 1950, professors at top schools rapidly published impressive books and the number teaching the subject gradually increased through 1975, its peak, and has decreased as steadily since. In 1975, 150 full-time law professors taught accounting while today only 96 do, a drop of 36% during a period when the number of law schools increased by 19% and the number of full-time law professors increased by 35%. So beginning when accounting rose in practical importance to lawyers, the academy began to demote its significance in the law school curriculum. Reasons for the decline include the rising intellectual influence of modern finance theory. This theory's efficient market hypothesis discounts the relevance of accounting data in a world where financial analysts pierce the form of accounting reports to discover fundamental values wholly apart from accounting choices. In law schools, modern finance theory became the centerpiece of a rival course, corporate finance. The string of accounting debacles culminating in Enron show the folly and fantasy of ECMH and modern finance theory. When coupled with the practice of business lawyers, questions beyond pedagogy arise, particularly the professional ethics of business lawyers. It suggests that the ethical duty of competence should require knowing some accounting. The professional literature concerning legal ethics offers a more equivocal answer. Yet all lawyers know that just because something is legal doesn't mean it is right. In the area of legal ethics, just because a duty can be technically discharged in a painless way, doesn't mean client interests are served.

Jaraf Editorial, Volume 7 (2) December 2012

Welcome to this edition of the Journal of Applied Research in Accounting and Finance. Now in its eighth year, JARAF continues to encourage and promote applied research that has practical applications in the contemporary teaching and practice of accounting and corporate finance. In this issue, we examine topics related to M&A activity and corporate governance, financial reporting under IAS and legal aspect of fundraising.In our first article, Brett Cotten, Douglas Schneider and Mark McCarthy examine the new lease accounting standard proposed by The Financial Accounting Standards Board (FASB) and International Accounting Standards Board (IASB). The proposed standard requires lessees to record operating leases as debt. The authors examine whether the debt impact of operating leases is reflected in bond ratings by comparing firms’ actual credit ratings with synthetic ratings calculated using actual and adjusted financial statement data. Their findings suggest that the debt impact of operating leases is important to ratings agencies and that ratings may become more accurate under the proposed standard. Next, George Athanassakos looks at the value premium of a sample of Canadian non-interlisted stocks for the period May 1, 1985–April 30, 2009 and investigates whether an additional screening step for undervalued, valued and growth stocks can be employed to predict future stock returns. The author documents a consistently strong value premium over the period and constructed a composite score indicator (SCORE), enabling them to separate the winning stock from the losing stocks. He details numerous strategies that would have beaten the P/E portfolio over that period. This article would be of interest to investors and also researchers looking to apply such findings in sample US and global stocks. Finally, Mark Hughes and Simon Hoy criticise the International Accounting Standards Board’s (IASB) response to the call to improve the quality of accounting rules relating to investments in other entities. The paper argues that the IASB’s response has led to an increase in opportunities for entities to engage in off-balance sheet financing through the use of potential voting rights and supermajorities. They find that the entities that use supermajorities characteristically do not have consolidated majority-held investees, are larger, have less favourable leverage and better efficiency ratios. Using a case study, the paper demonstrates the impact of this off-balance sheet financing on the general-purpose financial reports of investing companies.

The U.K. private finance initiative: An accounting retrospective

The Private Finance Initiative (PFI) in the U.K. has been the subject of considerable interest in government, professional and academic literature. This reflects its importance as one of the classic forms of Public Private Partnership, its adoption in other jurisdictions, the scale of infrastructure investment under PFI legislation and the extent of controversy that has accompanied its development and application. The financial reporting of PFI schemes has been one element of this controversy in view of its potential to limit public sector financial accountability by off-balance sheet financing and the potential for alternative interpretations of its accounting treatment. It is now an appropriate time to review the turbulent history of accounting for the PFI as U.K. public sector accounting is now based upon International Financial Reporting Standards. This has resulted in the redundancy of previous accounting guidance issued by the UK ASB and the Treasury which, at the time of being abandoned, contained unresolved inconsistencies.This paper uses a triangulation method of investigation linking the input to, and output from, the regulatory process to an analysis of public domain evidence of press coverage and letters submitted to the standard setter and interviews with key participants to the standard-setting process. This approach shows that hidden pressures were influential in the process of developing PFI accounting regulation. Different interpretations of the ASB's principles-based Application Note and the Treasury's more rules-based Technical Note created de-facto alternative accounting treatments. The pressure, from organisations such as the Financial Reporting Advisory Board, for reform of PFI accounting was only released by the government's decision to switch the U.K. public sector to IFRS-based accounting.

Lease transaction structuring, earnings management, and management credibility

Despite recent regulatory concerns regarding off-balance sheet financing, and concerns about lease accounting in particular, relatively little is known about how financial statement users view lease transaction structuring compared to other forms of earnings management. We examine sell-side financial statement analysts’ views on lease transaction structuring and its impact on their assessments of management credibility. Although operating leases often act as the prototypical example of transaction structuring, survey responses suggest that lease structuring and related voluntary reconciliations do not raise the same concerns for analysts as do other earnings management activities (which lower analysts’ perceptions of management credibility). Our findings are consistent with prior research demonstrating that, with precise accounting standards, managers are more likely to attempt earnings management by structuring transactions, but auditors are also less likely to adjust such attempts, and suggest that financial statement users may also be less concerned with transaction structuring than with other forms of earnings management.

Interest Rate Swaps: Risk Exposure And Financial Disclosure

In recent years, the trading of interest payments on debt obligations has become a major form of off-balance sheet financing. As swaps have increased in dollar volume, the amount of financial disclosure about these instruments has remained nonexistent or minimal. Yet, even with a lack of financial information available to evaluate swaps, previous analyses of swaps have always focused on their positive aspects. Our analysis finds there are negative aspects to swaps that need to be considered. The issues of lack of financial disclosure, unfavorable changes in risk exposure as well as questions about risk evaluations of firms involved in swaps are all related to the negative aspects of swaps. These issues are considered here. It is concluded that although there are advantages to swaps, these advantages are intrinsic to the instrument itself rather than to the alleged arbitrage profits. Furthermore, an example is used to illustrate how a firms risk exposure can be altered by a swap agreement. The ability of the market to evaluate the change in this risk may be hampered by lack of financial disclosures.

The Joint FASB/IASB Lease Project: Discussion And Industry Implications

<span style="font-family: Times New Roman; font-size: small;"> </span><p style="margin: 0in 0.5in 0pt; text-align: justify; mso-pagination: none;" class="MsoNormal"><span style="color: black; font-size: 10pt; mso-themecolor: text1;"><span style="font-family: Times New Roman;">Over several decades, the Financial Accounting Standards Board and International Accounting Standards Board have enacted numerous changes to the controversial lease accounting rules. As currently prescribed, operating leases are treated as rental arrangements whereby the lessee does not record a liability - a situation generally referred to as off-balance sheet financing. In an attempt to increase transparency and comparability, the FASB and IASB will soon require all leases to be capitalized. This paper quantifies the impact of the new leasing standard on the financial statements and ratios of the firms and industries represented in the S&P 100 under a variety of discount rates. </span></span></p><span style="font-family: Times New Roman; font-size: small;"> </span>

Rating Agency Adjustments to GAAP Financial Statements and Their Effect on Ratings and Bond Yields

Using a dataset of financial statements that are adjusted by Moody's for its credit analysis, I document extensive and large differences between firms' reported U.S. GAAP numbers and firms' adjusted numbers. Off-balance sheet financing accounts for the largest difference. The adjusted leverage ratio exceeds the reported leverage ratio by 20% (70%) for the median (average) firm. Adjusted profitability ratios and cash flow to debt ratios differ from their U.S. GAAP equivalents primarily because of greater adjusted interest expense and greater adjusted debt numbers. This implies that essentially all firms in the sample understate their leverage. In addition to adjusting reported accounting numbers, credit analysts adjust ratings down by an average of 0.38 notches due to credit risk from qualitative factors. I predict and find that rating agency adjustments are associated with greater credit spreads and a flatter credit spread term structure. This implies that credit ratings are a function of quantitative adjustments to U.S. GAAP numbers and the rating agency's qualitative assessment of credit risk arising from soft factors. The results suggest that rating agency's quantitative and soft adjustments capture true default risk and rating agencies efficiently process accounting and soft information. Thus ratings can serve as a contracting device to incorporate off-balance-sheet debt adjustments and credit-risk increasing soft factors.

An evaluation of the FIN 46R consolidation standard

The FASB is reconsidering several provisions related to FIN 46R. The FASB and the IASB are also reevaluating the concept of an “entity” in their conceptual framework project. This study investigates the financial statement impact of Financial Interpretation (FIN) 46R. In addition, we examine changes in firms’ risk profile using bond yields. Our findings suggest that the impact of FIN 46R was minimal and largely confined to the financial sector and the energy production sector. In addition, corporate risk was largely unaffected. These findings suggest that FIN 46R is not entirely effective at reducing off-balance sheet financing and manipulations.

Special Purpose Vehicles and Nonfinancial Corporate Finance

We present novel empirical evidence on the use of off-balance sheet financing by publicly traded, U.S. non-financial firms. We find that about 5 percent of non-financial firms reported using a special purpose financing vehicle (SPV) to finance receivables in 2006. At the origination of the off-balance sheet financing program, firms experienced abnormal increases in stock prices on the order of 2 percent and experienced no change in bond prices. Compared with firms that do not use SPVs, users are larger in size, more likely to have access to internal and external financing, and have significantly more credit risk. However, users have less senior, secured bank debt in their capital structure; and nearly all users received explicit permission in a credit agreement to use off-balance sheet financing. The combined evidence suggests that off-balance sheet financing can reduce the cost of capital for a fairly unique set of firms that are relatively risky but do not rely on heavily on bank debt.

The Relation Between Voluntary Disclosure and Financial Reporting: Evidence from Synthetic Leases

I investigate how the use and voluntary disclosure of synthetic leases is affected by incentives to defer cash outflows and manage the financial statements by keeping debt off the balance sheet. I find that managers of cashconstrained firms with incentives to defer cash payments are more likely to finance asset purchases with synthetic leases. The mandated reporting for synthetic leases allows managers to avoid disclosing the financial consequences of these transactions. Managers of firms with incentives to use off-balancesheet financing do not provide transparent disclosure about their synthetic leases. However, managers of cash-constrained firms, which are less likely to use synthetic leases for financial reporting reasons, do voluntarily disclose

Credit Ratings and Taxes: The Effect of Book/Tax Differences on Ratings Changes

This paper examines whether credit analysts utilize the information contained in the difference between book and taxable income in analyzing a firm's credit risk. Increased book-tax differences may be informative for credit rating agencies as they may signal decreased earnings quality or changes in the firm's off-balance sheet financing. Results suggest a significant negative association between positive changes in book-tax differences and ratings changes. This evidence is consistent with large positive changes in book-tax differences signaling decreased earnings quality and/or increased off-balance sheet financing. We also find that large negative changes in book-tax differences result in less favorable rating changes, consistent with these changes signaling decreased earnings quality. In additional analyses, we find that the association between changes in book-tax differences and rating changes is attenuated for high tax planning firms (e.g., where book-tax differences more likely reflect tax planning than decreased earnings quality).

The Valuation and Disclosure Implications of FIN 46 for Synthetic Leases: Off-Balance Sheet Financing of Real Property

We examine whether adoption of FASB Interpretation No. 46/R (FIN 46), Consolidation of Variable Interest Entities–an Interpretation of ARB No. 51, changed the market valuation and related measurement reliability of synthetic lease liabilities. Adopted in 2003, FIN 46 requires financial statement recognition of many previously off-balance sheet structures, including synthetic leases. Synthetic leases are hybrid financing structures that, prior to FIN 46, allowed firms to maximize the benefits of asset ownership for tax purposes while retaining operating lease treatment within the firm’s financial statements. We identify a sample of 125 synthetic leasing firms impacted by FIN 46. Utilizing methodology consistent with Dhaliwal et al. (2011), we constructively capitalize these lease liabilities in the period preceding FIN 46 and compare market valuation of these liabilities with capitalized leases after adoption of the standard. We find that the market places greater weight on synthetic lease obligations recognized within the body of the financial statements than it does liabilities disclosed within the associated notes. Finally, we rely on econometric procedures developed in Barth (1991) and extended in Choi et al. (1997) to examine whether the differential market valuation of lease liabilities post FIN 46 is due in part to perceived differences in measurement reliability. The results indicate there is a post FIN 46 reliability effect for all lease liabilities examined. However, while the synthetic lease amounts are the most unreliable examined, they also experience the greatest increase in reliability post FIN 46, indicating that perceived measurement reliability explains in part differential market valuation associated with FIN 46. Our findings have the potential to inform the ongoing standard setting debate surrounding the possible capitalization of all leases. Further, our study also has economic implications for managers concerned with the potential constraints on asset financing options imposed by accounting regulation.

The legal environment for asset-backed securitisation in Russia

Securitisation is a form of off-balance sheet financing that is increasingly being used in the EBRD's countries of operations. Securitisation is significant not only as a financing tool, but also as an engine for change in economies that are seeking to modernise their infrastructure. This article reviews the development of the securitsation market in Russia, the efforts that have been made to improve the legal framework and the challenges that still remain.

Asset securitization problems and prospects

Applying off balance sheet financing mechanism is largely driven by its practicality, flexibility, and the most importantly it provides a platform for cheaper capital and solves many accounting related issues. Off balance sheet financing, particularly asset securitization, will continue to become the most dominant financing alternatives in view of its multi-functional capabilities in solving financing requirement and hedging needs. Asset securitization has been widely applied by the emerging economies in helping them during the economic crisis. Securitization has also been a lifesaver for banks in helping them recapitalizing during financial crisis. Securitization to a certain extent has contributed to the disintermediation of commercial banks being a major provider of capital. Despite the significant benefits and impacts, asset securitization has also its flaws or weaknesses. A flaw in structuring the deal could be one of the contributory factors of a failed deal. It could also attract excessive abuse, which consequently will be catastrophic to the financial system. Thus, proper control and regulation of off-balance sheet financing is inevitable

Ethical Issues in Financial Reporting: Is Intentional Structuring of Lease Contracts to Avoid Capitalization Unethical?

Under present accounting rules, lessees frequently structure contracts for leased assets, in situations where they enjoy benefits similar to outright ownership, in a way that keeps both the leased assets and related liabilities off their books. This method of accounting creates off-balance sheet financing and is called operating lease accounting. The paper debates the ethicality of intentionally structuring lease contracts to avoid disclosing leased asset and liability amounts and describes the “slippery slope” of rule-based accounting for synthetic leases and special purpose entities, that, in the author’s opinion, led to the accounting debacles at Enron and other companies. The ethical intent that is implicit in the Securities and Exchange Commission and Financial Accounting Standards Board regulations is discussed and suggestions for improving the ethicality of financial reporting are provided.

Corporate Web Site Reports

We investigate whether corporations are following the “best disclosure practices” when presenting business reports on their Web sites. As a benchmark, we use the recommendations made by the Jenkins Committee (1994) to improve corporate reporting practices, to evaluate reports presented on corporate Web sites for their value, relevance, and quality of information. We compute a disclosure score using 26 items recommended by the Jenkins Committee and Meek et al. (Meek, Roberts, & Gray, 1995) as indicators of best reporting practices. Our findings reveal that most corporations do not follow “best disclosure practices” when reporting information on their Web sites. Only about half of the 26 disclosure items recommended by the Jenkins Committee are reported, and less than 50% of the sample firms in our study make such disclosure. Some of the items that the Jenkins Committee recommends as essential for improving quality and relevance of reporting such as forward-looking information (e.g., plans, opportunities and risks, forecasts, critical success factors), nonfinancial items (e.g., changes in operating performance, research and development activities), or off-balance sheet financing, are least often reported. The findings suggest that corporations must improve their Web site disclosures for investors to find them valuable, relevant, and useful.

Are Asset Securitizations Sales or Loans?

This study addresses whether asset securitizations are really asset sales or a form of secured borrowing, by estimating cross-sectional equity valuation regressions to assess whether the stock market treats securitized assets and liabilities held by a special purpose entity (SPE) as assets and liabilities of the sponsor-originator (S-O). Overall, we find that the market views the SPE assets and liabilities as belonging to the S-O, i.e., the risk and rewards of ownership of the transferred assets reside with the S-O and not the SPE. Results from a boot-strapping simulation that controls for scale by randomly assigning SPE assets and liabilities from one S-O to another provide evidence that scale bias is an unlikely explanation for finding the market views SPE assets and liabilities as belonging to the S-O. Findings from specifications in which we permit coefficients to differ for S-O firms with high and low relative levels of retained interest indicate that whereas the market views asset securitizations by low retained interest S-O firms as sales, i.e., risk transfer has taken place, it views asset securitizations by high retained interest S-O firms as secured borrowings, i.e., risk transfer is incomplete. We also show that although the market views securitizations by regulated and unregulated S-Os as secured borrowing, there is suggestive evidence that regulated firms have greater incentives to use securitizations to achieve off-balance sheet financing.

Valuation of Partially-Controlled Investments

This paper contrasts the valuation of accounting numbers related to two classes of assets - the internally managed, fully-controlled assets versus the significant influence investments, that is, investments where the investing firm exercises influence, but not control, over the assets. We find that the earnings stream from partially-controlled investments, despite the purported growth potential of these investments, is valued significantly less than controlled earnings. We show that it is primarily the greater probability of adaptation for these assets and the use of these assets for off-balance sheet financing purposes that makes investors discount this earnings component. We also find that book value plays a more salient valuation role for partially-controlled investments than it does for controlled investments. Finally, we find that the valuation of earnings and book value of the partially-controlled segment is more sensitive to overall firm health than the valuation of the controlled segment.

Special Purpose Vehicles and Securitization

This paper analyzes securitization and more generally "special purpose vehicles" (SPVs), which are now pervasive in corporate finance. The first part of the paper provides an overview of the institutional features of SPVs and securitization. The second part provides a model to analyze the motivations for using SPVs and the conditions under which SPVs are sustainable. We argue that a key source of value to using SPVs is that they help reduce bankruptcy costs. Off-balance sheet financing involves transferring assets to SPVs, which reduces the amount of assets that are subject to bankruptcy costs, since SPVs are carefully designed to avoid bankruptcy. Off-balance sheet financing is most advantageous for sponsoring firms that are risky or face large bankruptcy costs. SPVs become sustainable in a repeated SPV game, because firms can implicitly "commit" to subsidize or "bail out" their SPVs when the SPV would otherwise not honor its debt commitments, despite legal and accounting restrictions to the contrary. The third part of the paper tests two key implications of the model using unique data on credit card securitizations. First, riskier firms should securitize more, ceteris paribus. Second, since investors know that SPV sponsors can bail out their SPVs if there is a need, in pricing the debt of the SPV investors will care about the risk of the sponsor defaulting, above and beyond the risk of the SPVs assets. We find evidence consistent with these implications.

Discussion of Firms' Off‐Balance Sheet and Hybrid Debt Financing: Evidence from Their Book‐Tax Reporting Differences

Mills and Newberry examine the extent to which firms use off-balance sheet financing and the factors associated with the use of off-balance sheet financing. The novel aspect of their article is to infer the extent of off-balance sheet financing by comparing interest expense on the financial statements with interest expense on the tax return. The idea is that although firms may have incentives to keep debt off their balance sheet, they also have incentives to include interest expense on their tax returns. Mills and Newberry assert that it is common to structure off-balance sheet financing arrangements so that the firm receives the benefits of the interest deduction for tax purposes while avoiding reporting the obligation and the interest expense on its financial statements. Thus, firms with off-balance sheet financing are likely to have tax interest expense that exceeds financial reporting interest expense. The difference between tax and financial reporting interest expense is used to measure the extent of off-balance sheet financing.