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Do Banks Price Owner-Manager Agency Costs
Do Banks Price Owner-Manager Agency Costs
273–286
Ang, Cole, and Lin (2000) provide evidence that supports the theoretical work of Jensen
and Meckling (1976) on agency costs. As a further examination, I conduct a test to
determine the economic significance of owner–manager agency conflicts. Using the same
data source and empirical framework as Ang, Cole, and Lin (2000), I test to determine if
banks charge a premium when extending loans to firms with various ownership structures.
In empirical tests, I find that banks do not require an owner–manager agency premium
either through increased interest rates or through the requirement of collateral. Instead, I
find that the interest rate is significantly affected by the length of the longest banking
relationship, the number of banking relationships, firm age, and firm size. Additionally,
the requirement of collateral is significantly affected by the number of banking relation-
ships, the debt position of the firm, and firm size.
In a recent article, Ang, Cole, and Lin suffered by the firm. Using a sample drawn
(2000) (hereafter ACL) find empirical evi- from the Federal Reserve Board’s National
dence of the owner–manager agency costs Survey of Small Business Finances
theorized by Jensen and Meckling (1976).1 (NSSBF), the authors compare the base
ACL use two proxies for owner–manager Jensen and Meckling (1976) zero agency
agency costs: the expense ratio (that is, cost firm (that is, a firm with a single
operating expenses/sales) and the total as- owner–manager) to firms with different
set turnover ratio (that is, sales/assets). ownership structures.
These two ratios measure how efficient the ACL find that agency costs (as measured
manager operates and are intended to by the expense and turnover ratios) are
proxy for the owner–manager agency costs significantly higher when an outsider man-
Jim Brau is assistant professor of finance at the Marriott School, Brigham Young University. His
current research interests include initial public offerings and entrepreneurial finance.
*The author thanks Rebel Cole, Hal Heaton, Andrew Holmes, Grant McQueen, Mike Pinegar,
Steve Thorley, Brent Wilson, three anonymous referees, and the editor (Patrick Mann) for helpful
comments.
1For this study, I use the term “owner–manager agency” to refer to the principal-agent conflicts
that occur when the incentives of owners and management are imperfectly aligned. This specific
type of agency cost is modeled by Jensen and Meckling (1976) and is a subset of all possible
agency conflicts.
BRAU 273
ages the firm and are significantly lower value. Banks specialize in gathering data
with greater monitoring by banks. Addi- and making loans, so they can be thought
tionally, they report that agency costs are of as highly informed investors. Showing
related inversely to the manager’s owner- that these informed investors not only de-
ship share and are related directly to the tect potential agency problems but also
number of nonmanager shareholders. The deem them important enough to price
authors conclude that the ownership would provide evidence that agency costs
structure of a firm significantly impacts the are both statistically and economically sig-
degree of agency costs. nificant. If, however, banks do not charge
In this paper, I extend the work of ACL an interest rate or collateral agency pre-
by testing to determine if banks price mium, this indicates that bankers do not
owner–manager agency costs within bor- consider owner–manager agency conflicts
rowing firms. The bank pricing issue is important enough to price (that is, impor-
important because it allows for the mea- tant enough to affect firm value).
surement of the impact of owner–manager I employ the same data source as in the
agency costs on firm value. Ideally, a re- ACL article. The NSSBF survey was con-
searcher would like to test the impact of ducted in 1994 and 1995 for the Board of
the various ownership structures (that is, Governors of the Federal Reserve System
the owner–manager agency costs) on firm and the U.S. Small Business Administration.
stock prices to determine if the costs are The survey consists of 4,637 firms that em-
priced. Unfortunately the firms included ployed less than 500 employees at year-end
in the NSSBF survey generally are not pub- 1992. My sample, however, differs from the
licly traded, and the survey neither identi- ACL sample in that I include only those
fies nor provides market price data for corporations that answered “yes” to the sur-
those that are publicly traded. Without the vey question that asked if they had applied
stock market data, ACL cannot relate for a loan within the past three years. By
agency costs to firm value but rather can doing so, I am able to obtain the interest rate
only show that agency costs as measured associated with the loan.
by the two performance ratios are related In empirical tests, I find that banks do not
to ownership structure and to the degree charge either interest rate or collateral
of monitoring. This paper differs from ACL agency premiums. The same owner–man-
in that I construct an alternate methodol- ager agency variables that are significantly
ogy to determine if the owner–manager related to the performance ratios in the ACL
agency costs impact firm value. study have no impact on either the interest
If owner–manager agency costs de- rate charged in the loan or the requirement
crease firm value and therefore increase of collateral. These findings suggest that, at
the probability of loan default, banks least as viewed by the banking industry in
should price these costs in one of two extending loans to small businesses,
ways: Banks should increase the interest owner–manager agency costs are not eco-
rate (referred to as the interest rate agency nomically significant. Instead, several other
premium); and/or banks should require variables do significantly impact the interest
collateral (referred to as the collateral rate and the incidence of collateral.
agency premium).2 Specifically, firms with longer banking
If the interest rate and collateral premi- relationships, older firms, and larger firms
ums exist, then one can infer that owner- each pay a significantly lower interest rate,
management agency conflicts impact firm whereas firms with numerous banking
2For discussions pertaining to secured debt that are consistent with this argument, see Smith and
Warner (1979a and 1979b), Stulz and Johnson (1985), and Leeth and Scott (1989).
3Another example of an ownership structure that may induce agency conflicts is when the
ownership is retained but the management is relinquished. In this case, if the manager acts in
his/her own interest and not in the owner’s best interest, the agency costs will be realized by the
owner to the detriment of the firm. Again, this potential of conflict may decrease firm value and
increase the risk of default associated with the bank loan.
4These arguments assume that banks are sophisticated enough to recognize potential agency
conflicts within borrowing firms. Given the time, energy, and assets banks employ to obtain and
analyze information on potential borrowers, this assumption seems plausible.
BRAU 275
For a firm to be included in this study, Limitations of the Research
it must meet the following criteria: (1) The It is possible that the nature of the sam-
firm must be organized as a C-corpora- ple may impose biases upon the sub-
tion; and (2) The firm must have received sequent results of the paper, which may
a loan that is indexed to the prime rate in appear for several reasons. First, I study
the three years prior to the survey. Interest exclusively C-corporations, in order to ex-
rate data is available only for the most tend the ACL study by using the same
recent loan; hence, it is the choice of the organizational structure of firms. In unre-
three-year window.5 There are 903 such ported tests, however, all of the forms of
firms indexed to prime in the survey of ownership are included (that is, proprie-
which 479 are C-corporations. Finally, firms torship, partnership, and S-corporations).
with less than 200 shareholders are in- Although I cannot perform all of the tests
cluded to create a homogeneous sample.6 reported due to the limitation of share-
These selection criteria result in a sample holder ownership data, qualitatively the
of 463 firms. The final sample represents results of the reported tests are robust.
approximately 27 percent of the 1,708 firm A second possible source of bias is that
ACL sample. only firms that successfully received a loan
are included. Thus, the data sample ex-
Methodology cludes those firms that (1) applied for a
The methodology used to answer the loan and were rejected, (2) rejected bank
two questions asked above is an adapta- financing as too expensive, and/or (3) used
tion of the ACL article. Specifically, a series personal assets to finance corporate pro-
of difference tests are employed (that is, jects. To the extent that this bias exists, the
means and medians), Ordinary Least conclusions of the study are limited only
Squares (OLS) regressions and logit re- to those firms that choose to seek bank
gressions. Tables 1, 2, and 3 coincide with loans and who successfully obtain them.
the same tables in the ACL study. The iden- A third possible source of bias is the
tical independent variables are used to requirement that loans be indexed to
measure the potential for owner–manager prime. This mandate excludes firms that
agency costs and to control other relevant were financed with fixed-rate loans or
factors because these are identified as sig- loans indexed to other interest-rate data.
nificant factors by ACL. In order to deter- Again, if this requirement does introduce
mine the existence of an interest rate bias, then the conclusions of this study are
agency premium, I examine the number of limited only to those firms that receive
points above the prime rate that the firm prime-based loans.
paid for the loan. In order to determine A fourth possible source of bias is the
the existence of a collateral agency pre- absence of the amount of financial lever-
mium, I create a binary variable that equals age in the firm before the newly collateral-
one if collateral secures the loan and zero ized loan is received. Although the
if collateral is not required. debt-to-asset ratio of the firm is used in
5Although the survey question asks if the firm has applied for a loan within the past three years
and the survey was conducted from 1994–1995, the actual breakdown of the sample is one loan
in 1990, nine loans in 1991, 32 loans in 1992, 167 loans in 1993, and 254 loans in 1994.
6Two hundred shareholders represents a truncation at the 97 percent upper tail of the distribution.
I truncate to remove the top three percent of firms that may be viewed as outliers of the sample.
If the top three percent of the firms are not removed, the results are qualitatively similar in that
there is no evidence that banks price owner–manager agency.
BRAU 277
Table 1
Difference in Interest Rate Tests Based
on Ownership Structure
Type of Manager
Owner–manager Outside Manager Difference
Mean Mean
(Median) (Median)
Number Points above Number Points above In Means
of firms Prime of firms Prime (In Medians)
conflicts and may charge a higher rate to As in the ACL study, four variables are
firms that display this type of ownership used to identify varying ownership struc-
structure. tures. These variables are (1) an indicator
In an attempt to further analyze this for firms in which the firm manager is a
issue, I conduct an additional series of shareholder; (2) an indicator for firms in
difference tests in Table 2. The first column which one family owns more than half of
lists the variable that is being tested. The the firm; (3) the ownership share of the
second and third columns report the mean primary owner; and (4) the number of non-
and median of the variable calculated using manager shareholders. As discussed in ACL,
the full sample. The fourth and fifth columns agency theory predicts that agency costs
report the mean for the two subsamples should be inversely related to (1), (2), and
obtained from partitioning the sample into (3) and should directly related to (4).
those firms that enjoyed rates below the In sharp contrast to the ACL results,
sample median and those that paid rates none of the ownership variables have sig-
higher than the sample median. The last nificantly different group means. In fact,
column reports the difference in means. the latter three variables have the opposite
Ownership Variables
Firm Manager is 0.73 1.00 0.75 0.71 0.04
a Shareholder
One Family Owns 0.69 1.00 0.66 0.72 –0.06
>50 Percent of the Firm
Ownership Share of 0.59 0.51 0.57 0.62 –0.05
Primary Owner
Number of Nonmanager 8.02 2.00 8.20 7.90 0.30
Shareholders
External Monitoring Variables
Length of the Longest 12.37 10.0 13.6 11.3 2.30***
Banking Relationship
(Years)
Number of Banking 3.20 3.0 2.96 3.47 –0.51***
Relationships
Debt-to-Asset Ratio 0.72 0.62 0.68 0.76 –0.08
Control Variables
Annual Sales 8.70 4.30 10.1 7.40 2.70**
($Million)
Firm Age 18.9 15.0 20.4 17.6 –2.80*
(Years)
signs that are predicted by agency theory. ables are (1) the length of the longest
These results suggest that banks do not banking relationship in years, (2) the
consider potential owner–manager number of banking relationships, and (3)
agency conflicts caused by various owner- the debt-to-asset ratio. ACL argue that the
ship characteristics important enough to first variable proxies for the ability of the
price directly through increased rates. bank to effectively monitor, the second
Continuing to follow ACL, the next variable proxies for the bank’s cost of
three variables represent external moni- monitoring, and the third variable proxies
toring variables. Specifically, these vari- for the incentive to monitor. Table 2 re-
BRAU 279
ports that the first two external monitoring Collateral Agency Premiums
variable group means are significantly dif- Tables 4 and 5 replicate Tables 2 and 3
ferent beyond the one percent level. This using the collateral indicator variable in-
finding is consistent with the relationship stead of the number of points above
lending results of Berger and Udell (1995), prime. The second column of Table 4 re-
Petersen and Rajan (1994), and Cole ports the group means of the firms that
(1998). Finally, the two control variables pledged no collateral, and the third col-
have significantly different means in the umn reports the group means of those
expected direction. firms that did pledge collateral. As re-
Table 3 reports the results of a series of ported in the fourth column, none of the
OLS regressions designed to further deter- ownership variable group means are sig-
mine if banks charge an implicit agency nificantly different. Two of the external
premium. The dependent variable for monitoring variables (that is, the number
each model is the number of points above of banking relationships and the debt-to-
(or below) prime required on the loan. asset ratio) have significantly different
The independent variables for each OLS means in support of the lending relation-
model are reported in the first column. ship literature. Finally, the proxy for firm
The format for this table is similar to that size (log of annual sales) indicates that
of Tables III and IV in ACL. Again, in sharp larger firms offer collateral more fre-
contrast to ACL, none of the ownership quently than smaller firms.
agency variable coefficients are signifi- The final tests are reported in Table 5.
cantly different from zero. Once again The first column lists the independent vari-
these results suggest that banks do not ables used in a series of logit regressions.
price the agency considerations associated The dependent variable in each model is
with firm-ownership characteristics. The the binary choice variable equal to one
external monitoring and control variables when collateral is used to secure the loan
confirm the results of the Table 2 differ- and zero when no collateral is pledged.
ence tests and provide additional evidence The results of these multivariate models
that banking relationships and size support the findings reported in Table 4.
(proxied by log of annual sales) are impor- Specifically, none of the agency conflict
tant factors in determining loan rates. ownership variables significantly impact
As a whole, the analysis of interest rate the use of collateral. Additional results in-
agency premiums indicates that banks do dicate that firms with a greater number of
not charge higher rates for loans issued banking relationships and firms with a
to firms that display high-agency cost high-debt ratio must pledge collateral
ownership structures. This finding is im- more often.
portant because it questions the eco-
nomic importance of agency costs at Robustness Tests
least as interpreted by banks. To draw the A series of robustness tests were per-
conclusion that banks do not price formed but were not reported in the form of
agency at this point would be premature. tables. The areas of robustness are using
As discussed above, banks have an addi- lines of credit instead of loans, controlling
tional avenue to hedge from potential for industry effects, and numerous alterna-
owner–manager agency conflicts in the tive specifications of the empirical models.
form of collateral. In the next section, I Berger and Udell (1995) make an argu-
examine the incidence of collateral in ment for including only lines of credit
association with the agency ownership when analyzing the value of relationship
structure variables to determine if banks lending between banks and borrowers.
choose this alternative course to price The data source for their study is the 1987
owner–manager agency. NSSBF survey. Each of the tests here is
Ownership Variables
Firm Manager is 0.77 0.72 0.05
a Shareholder
One Family Owns 0.68 0.69 –0.01
>50 Percent of the Firm
Ownership Share of 0.60 0.59 0.01
Primary Owner
Number of Nonmanager 7.6 8.2 –0.6
Shareholders
External Monitoring Variables
Length of the Longest 13.4 12.0 1.4
Banking Relationship (Years)
Number of Banking 2.6 3.4 –0.8***
Relationships
Debt-to-Asset Ratio 0.61 0.76 –0.15**
Control Variables
Annual Sales 6.9 9.3 –2.4**
($ Million)
Firm age 19.5 18.6 0.90
(Years)
** and *** indicate significance at the five and one percent levels, respectively.
conducted on a sample of 359 firms that collateral. Specifically, not one of the two-
received a line of credit in the three years digit SIC code dummy variables is signifi-
prior to the survey. The qualitative results cant if included in the regression models.
and conclusions reported (that is, the all Alternative robustness tests and specifi-
loan-type sample) are the same as this line cations include analyzing collateral in a
of credit subsample. Incidentally, this study framework similar to the Table 1 difference
serves as an out-of-sample test and robust- testing; rerunning each of the collateral
ness check for the earlier Berger and Udell tests using personal collateral as the binary
(1995) study pertaining to the relationship choice variable; employing the data
variables included in both studies. weights provided in the survey; and using
ACL include 35 two-digit Standard indus- alternative multivariate model specifica-
trial code (SIC) code dummy variables to con- tions. These alternative specifications in-
trol for industry effects in their regressions. clude the explanatory variables: interaction
In robustness tests, industry does not ownership variables formed by taking the
significantly impact either the interest rate product of the various ownership vari-
charged on the loan or the requirement of ables; firm profit; term of the loan; size of
a
Estimated coefficients are listed first; p-values below in parentheses.
*indicates significance at the 10-percent level.
**indicates significance at the five-percent level.
283
BRAU 285
this form of bonding does not impact the Federal Reserve Board’s National Survey
value of the firms as determined by the cost of Small Business Finances (NSSBF)
of bank loans. (1995). Board of Governors of the
The final implication considers the Federal Reserve System and the U.S.
ownership structure of the firm. The con- Small Business Administration.
clusions of the paper may be of interest to Jensen, M.C., and W.H. Meckling (1976).
managers who are considering a restruc- “Theory of the Firm: Managerial Behav-
turing of ownership. If the firm is currently ior, Agency Costs, and Ownership
structured as a C-corporation, whether a Structure,” Journal of Financial Eco-
family owns more than 50 percent of the nomics 3(4), 305–360.
firm, the ownership share of the primary Leeth, J.D., and J.A. Scott (1989). “The
owner, or the number of nonmanager Incidence of Secured Debt: Evidence
stockholders does not seem to impact the from the Small Business Community,”
value of the firm as reflected in the cost of Journal of Financial and Quantitative
bank loans. Although the agency cost im- Analysis 24(3), 379–394.
plications of the restructuring may be rele- Petersen, M.A., and R.G. Rajan (1994).
vant in other areas of firm operations (a “The Benefits of Lending Relationships:
potential topic for future research), the Evidence from Small Business Data,”
manager should not weigh the cost of bank Journal of Finance 49(1), 3–37.
loans too heavily in the decision. Smith, C.W., Jr. and J.B. Warner (1979a).
“Bankruptcy, Secured Debt, and Opti-
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