In the past nine months, about 9% of the U.S. companies rated by Standard & Poor’s reported material weaknesses in their internal controls or delayed filing their annual reports as a result of internal control deficiencies, a new report from the rating agency says.
However, rating actions — a downgrade, an adverse outlook change, or a negative CreditWatch placement — were needed for only 13% of the rated companies reporting internal control issues or filing delays, S&P says.
Firms operating in the United States are required to disclose internal control deficiencies under Section 404 of the Sarbanes-Oxley Act. A Canadian version of SOX 404 is in the works, although regulators recently pushed back implementation until mid-2007.
“In many cases, rating actions were driven by matters not directly related to Section 404, such as weaker financial profiles, declining business prospects, constrained liquidity and refinancing risk, which often accompanied the Section 404 deficiencies,” says Joyce Joseph-Bell, director, financial reporting analysis, at Standard & Poor’s.
“More significant Section 404 problems were associated with the downgraded companies, many of which reported more pervasive issues affecting company-wide processes, delays in filing financial statements with the SEC, financial reporting errors causing a material restatement of prior period financial statements, or remediation processes that extend well into the future, some of which require comprehensive and often costly changes,” she says.
Rating actions prompted by SOX 404 disclosures have been relatively isolated, S&P says. However, they have been more prevalent among companies in the industrial sector and among below-investment-grade companies.