Key Success Factors in the Revitalization of Distressed Firms: A Case of the Korean Corporate Workouts Dongsoo Kang Korea Development Institute February, 2004 Abstract This paper explores the empirical performances of the workout companies with special interests in the effectiveness of corporate reorganizing tools on their revitalization. In the empirical analysis it considers the criteria of success or failure in restructuring from both creditors’ and debtors’ perspectives in a separate manner. The key results are summarized as follows. First, the initial conditions on the debt structure of the workout companies are significantly related to the revitalization from both creditors’ and debtors’ point of view. Second, the debt restructuring instruments are insignificant in the success of corporate turnarounds, but the debt-to-equity conversion has been a relatively effective tool. Third, the selfrestructuring efforts, employment downsizing and governance reshuffling do not affect the performances significantly. Key Words: Corporate Distress, Corporate Workouts, Reorganization JEL Classification: G34, G38, C35 1. Introduction The massive corporate sector distresses around the 1997 financial crisis in Korea, combined with the danger of financial markets collapse due to subsequent capital inadequacy of most commercial banks, called attention to the wide uses of corporate finance tools under bankruptcy. In that the financial crisis is an event that periled not only the viability of the individual firms but also that of the entire financial system, most corporate distresses cannot ravel out solely with formal resolution methods, or bankruptcy filings to the court. In addition to the weak capacity and deficient expertise of the court, a host of distressed companies and sizable amounts of the delinquent debts that could further exacerbate the already crisis-hit economy render the formal bankruptcy procedures insufficient as well as inefficient. Indeed, according to Worldbank (1999), more than 80 percent of the corporate restructuring is known to follow the private agreements among the relevant stakeholders rather than the court decisions under crisis situations. The Korean Corporate Workouts Program was born in 1998 at the height of the systemic crisis, aiming at rescuing both distressed companies and financial institutions when the delinquency of the former was necessarily a threat to the fate of the latter as well. Most financial institutions, including major commercial banks troubled with capital inadequacy, could not afford to take fair but costly bankruptcy procedures against their non-performing corporations. They needed the time and resources with which to reorganize themselves along with rehabilitating the debtor companies. From the government perspective it would be too costly to apply to all the distressed companies the market principles and in-court restructuring methods which could lead liquidations in many cases. The managers and owners of the distressed companies preferred to be under the Corporate Workouts, for they might have had more chances to lose the management rights under the court decisions. The workers in these companies also could expect to retain their jobs, otherwise they would have been dismissed in the course of harsh employment restructuring. For these incentives the government initiated the proposal of the Corporate Workouts and all the other related stakeholders reached an agreement. This research explores the empirical performances of the workout companies with special interests in the effectiveness of corporate reorganizing tools on their revitalization. More specifically, a logit model is used to evaluate the significance of the variables, in addition to initial conditions of the workout companies, corresponding to the categories of the reorganizing tools like debt restructuring, employment downsizing, business or asset sales, and governance reshuffling. Thus, it may be called a revitalization prediction model for distressed companies, vis-à-vis the bankruptcy prediction models in the corporate finance literature. The empirical analysis reflects on the criteria of success or failure in restructuring from the creditors’ and debtors’ perspectives separately. The creditors are ultimately interested in the debt service capacity of the workout companies. In contrast, business rehabilitation in the operational aspect becomes a primal norm of success from the debtors’ perspective. Then the evaluations on the Corporate Workouts against the same performance may be interpreted in a different manner depending on the choice of the criteria. This study reports the importance of the initial condition factors like debt structure of the workout companies, regardless of the choice of the criteria; the simpler the creditor structure, the better the performances of corporate restructuring. While the debt restructuring instruments are insignificant in the results of the Corporate Workouts, the debt-to-equity conversion seems to be relatively effective. The self-restructuring efforts, employment restructuring and management and ownership reshuffling do not turn out to be critical in the corporate turnarounds on both criteria. It is found that the restructuring results of the non-Daewoo and manufacturing firms, among the subsamples, are well accounted for 1 by the explanatory variables. This study also observes that, in view of the financial statements, the Korean Corporate Workouts Program has contributed to improving the debt service capacity and business activities of the normalized workout companies. For a few years after the commencement of the program the performances looked stagnant due to the capital inadequacy of the financial institutions and the resulting difficulties in reaching a consensus on the workouts plans, but the execution of the plans has started to produce distinct accomplishments from 2001. As of the end of 2002 the average business operations of the graduated and selfrestructuring workout companies are close to those of the corporate average, though they still have heavier burdens on interest payments. This paper is organized as follows. Section 2 overviews the Korean Corporate Workouts Program. After discussing the background for and characteristics of the program, we look around the descriptive statistics about the workout companies and restructuring achievements. Section 3 introduces the empirical methodologies and defines the variables of interest. Then the results about the factors affecting the performances of the Corporate Workouts are provided and explained. In Section 4 the overall performances of the Corporate Workouts are discussed with the data in the financial statements. Section 5 contains the concluding remarks. 2. Overview of the Korean Corporate Workouts Program 2-1. Background From the beginning of 1997, just before the outbreak of the financial crisis, a few large corporations went into bankruptcy and many sizable business groups became financially distressed due to illiquidity, which ignited massive loan collections by creditor financial institutions, especially merchant banks. As the urgency about systemic crisis grew up over the entire economy, creditor banks assumed the leadership to rescue the distressed companies under the so-called Insolvency Respite Agreement on April 18, 1997. Though the agreement contributed to the postponement of market failures resulting from the bankruptcy of troubled firms all of sudden, the effect was only temporary. Until the end of 1997, the agreement was applied to 33 companies, of which 6 and 25 ones filed for the court-led Corporate Reorganization and Composition, respectively. On top of the existence of non-participating creditor financial institutions in the agreement such as investment trust companies, insurance companies, brokerage houses, merchant banks, etc., the lack of mediators to bridge the gap of different opinions among the creditors limited the successful performances of the agreement. The management and/or owners of the debtor companies with the worries about losing management rights were also passive in receiving financial assistance under the agreement. Thus, this kind of regime turned out to be ineffective toward a best practice of corporate restructuring in the crisis situations where every economic agent does not have a room for considering others’ distress due to concerns over its own viability. Massive corporate distresses near insolvency around the financial crisis periled not only sound firms in the corporate sector but also almost all financial institutions. On top of the already deepened credit crunch in financial markets, the in-court restructuring against all the problematic companies might have had a danger to paralyze the flow of funds and corporate businesses, which could have further exacerbated the overall catastrophic situations, ending up with a vicious spiral. Above all, the financial health of most financial institutions could not afford to take costs to absorb losses from the court-led restructuring. Under these circumstances, the Korean Corporate Workouts Program was initiated by the 2 Financial Institutions Agreement for Promotion of Corporate Restructuring (hereafter the Agreement) signed by the 210 creditor financial institutions on June 25, 1998, as a successor to the former Bankruptcy Respite Agreement. 2-2. Characteristics of the Korean Corporate Workouts Workouts refer to a negotiated agreement between the debtors and their creditors outside the bankruptcy process. In workouts, the debtor has to convince the creditors that they would be financially better off with the new terms of a workout agreement than the terms of a formal bankruptcy. The main benefits of workouts are cost savings and flexibility. These benefits, however, do not come without risks. The key risk is a holdout problem associated with the stakeholders’ violation away from the agreement. If this problem cannot be circumvented or controlled, workouts are inferior to the formal bankruptcy filing. The Korean Corporate Workouts Program has the common flavors of ordinary workouts, but is not exactly the same in terms of its objectives and operations. It was initially prepared for restructuring financially unhealthy medium sized chaebol companies, especially targeting for 6-64 largest conglomerates in asset size. It can be defined as not only a corporate sector restructuring program aiming at resolving corporate distress, but also a subsidiary one to support financial sector restructuring. As a matter of fact, the latter objective was in forefront, for a priority of policy considerations should be given to rescuing hard-hit financial system by the crisis. The Workouts Program in Korea is understood as being semi-formal, instead of being informal, in terms of policy-making structure. Officially, it is the creditors’ committee (Council of Creditor Financial Institutions) that determined to convert original debt covenants to new ones. Practically, the Corporate Restructuring Coordination Committee (CRCC), a mediator that creditors established in order to resolve technical problems in the process of negotiations, played critical roles in preparing for every detail in the new contracts. Though consisting of private members, CRCC had close ties with the Financial Supervisory Commission (FSC) that was a control tower orchestrating both financial and corporate sector restructuring. CRCC and FSC collaborated with each other in the architecture of debt reduction such as the amounts of write-offs, maturity extensions, debtequity swap, etc., because its size would be in tandem with the amounts of recapitalization of the creditor banks assisted by the public funds. Government involvement in the corporate workout processes was inevitable in view of the depth of the corporate and financial sector distress. Under the circumstances where banks were subject to considerable risks of closure, their optimal behavior should be passive in corporate restructuring that could yield their insolvency or illiquidity. After the Council of Creditor Financial Institutions approved the restructuring plans, it is then the main bank that took the ensuing actions like execution, implementation, monitoring, and even additional loan arrangements. In summary, the Korean Corporate Workouts Program contains the mixed flavors of the government-led restructuring in essence, market-led one in its form and bank-led one in real operations. 2-3. The Workout Companies After the main creditor bank of the Kohap Group took the four subsidiaries to the Corporate Workouts Program on July 6, 1998, the 104 companies had been under the scrutiny of the affiliated creditor financial institutions with the Agreement. The workouts against the 8 companies out of the entire applicants were repealed either by the creditors having suspicions over their viability or by the owners of the companies having worries over losing the management rights. Thus, the creditor financial institutions commenced the Corporate Workouts with 96 ailing firms. In the course of the Workouts, 17 companies were 3 merged into their respective mother companies and 4 companies were partitioned from the Daewoo Corp. and the Daewoo Heavy Industry, Ltd. The total number of the workout companies is then 83.1 Table 2-1 summarizes the workout companies. Table 2-1. Summary of the Workout Companies Application 104 Workout Companies Rejection 8 Approved Merger (∆) Partition Total 96 17 4 83 Out of the 83 workout firms, 55 ones entered into the Workouts Program in 1998. These are the companies belonging to medium sized chaebols or independent ones. After the second largest chaebol in Korea, the Daewoo Group, declared moratorium against the debts from the financial institutions in July1999, 12 Daewoo subsidiaries and related companies were put under the program (See Table 2-2). In terms of the number of the companies, Daewoo subsidiaries took one fifth, but nearly two thirds of the notified debts was the Daewoo’s. Out of the total KRW 103.8 trillion, the Daewoo’s liabilities to the financial institutions reached KRW 66.6 trillion (See Table 2-3). The results of the Corporate Workouts as of the end of 2002 are reported in Table 2-4. Out of the entire sample, 40 companies had already graduated from the Workouts Program and 15 companies are conducting self-restructuring away from the Council of Creditor Financial Institutions. From the creditors’ point of view, the 55 companies that are categorized into these two groups, or called normalization, seem to become revitalized with high probability. However, the Workouts Program was suspended against the 16 companies and in progress for the 12 companies. Table 2-2. Companies Entering into the Corporate Workouts Program 1998 1999 2000 Total Ratio (%) - 12 41) 16 19.3 Non-Daewoo 55 10 2 67 80.7 6-64 group 26 3 2 31 37.3 Others 29 7 - 36 43.4 Total 55 22 6 83 100.0 Daewoo Note : 1) Partitioned companies from Daewoo Corp. and Daewoo Heavy industry, Ltd. Source : Financial supervisory Service (2003). 1 This paper sets the number of the entire sample of the workout companies to be 83 hereafter. 4 Table 2--3. Notified Debts of the workout companies (unit: KRW billion, %) 1998 1999 2000 Total Ratio Daewoo - 66,577 - 66,577 64.1 Non-Daewoo 33,382 1,584 2,254 37,219 35.9 Total (ratio) 33,382 (32.2) 68,161 (65.6) 2,254 (2.2) 103,796 (100.0) 100.0 Source: Corporate Restructuring Coordinating Committee. Table 2-4. Results of the Workout Companies as of the end of 2002 Chaebol Others Total Total Graduation 47 (100.0) 36 (100.0) 83 (100.0) 20 (42.6) 20 (55.6) 40 (48.2) Normalization Self-res Sub-total tructuring 8 (17.0) 7 (19.4) 15 (18.1) 28 (59.6) 27 (75.0) 55 (66.3) suspension Distress InProgress 9 (19.1) 7 (19.4) 16 (19.3) 10 (21.3) 2 (5.6) 12 (14.5) Sub-total 19 (40.4) 9 (25) 28 (33.8) Note : ( ) is ratio in percentage 2.4. Initial Financial and Business Conditions of the Workout Companies There exist a number of factors that could affect the performances of the Corporate Workouts. Much literature has reported the initial conditions of the workout companies as one of the most important factors. Table 2-5 depicts the initial debt structure and business conditions of the non-financial 73 workout companies, of which the data are available. The banks’ credits ratio to the total notified credits is around 30%, which does not vary much over industry, workout results, and Daewoo or not. The top five creditors’ credit ratio is about 70%, while the average total number of creditors being 24.5. Namely, the debts are fairly concentrated on the small number of creditors. The number of the Daewoo’s creditors is also similar to that of others, but we should be careful about reading the numbers of the Daewoo because the numbers were collected after the commencement of the Corporate Workouts. Before the Daewoo subsidiaries were put under the Program, there existed 480 creditors from 69 countries against them. Aiming at pursuing efficient corporate restructuring, the government got involved in the debt negotiation with foreign creditors. As a result, the Korea Asset Management Corporation (KAMCO) purchased the foreign Daewoo debts of the nominal amounts 36.9 billion US dollars at 43 cent per a dollar on average.2 2 See Jeong and Hong (2003) for the detailed story of the KAMCO’s acquisition of the foreign debts of the Daewoo subsidiaries. 5 Table 2-5 does not capture this simplification process. This table also reports the average ratio of going concern business value to liquidation value in the last column. Table 2-5. Initial Debt Structure and Business Conditions of the Non-financial Workout Companies Section Manufacturing [53] Construction [10] Retail & Industry Wholesales [7] Others [3] Graduation [36] SelfRestructuring Workout [12] Result In-Progress [12] Suspension [13] Daewoo [10] Daewoo Non-Daewoo [63] All [73] Note: Relative to Total Credits of Financial Institutions(%) Top Five Banks' No. of No. of Creditors' Guarantees Credits Creditors Banks Credits 31.2 71.3 34.0 24.4 8.8 (14.3) (16.4) (20.4) (16.6) (5.1) 25.4 63.6 26.3 28.0 12.3 (10.7) (16.3) (14.0) (13.7) (5.8) GCBV1) LV 1.5 (0.5) 1.6 (0.4) 29.9 (17.1) 67.0 (15.1) 23.4 (17.4) 25.9 (23.2) 9.7 (5.0) 1.5 (0.4) 51.2 (17.5) 31.5 (13.9) 92.0 (13.0) 74.4 (15.9) 39.8 (22.0) 34.3 (22.2) 9.7 (7.2) 18.1 (10.7) 4.3 (3.5) 7.8 (3.9) 1.8 (0.1) 1.6 (0.4) 41.6 (19.7) 75.1 (15.8) 32.9 (11.7) 21.4 (13.7) 7.8 (4.7) 1.3 (0.8) 25.0 (10.3) 27.0 (12.1) 23.2 (10.3) 32.3 (15.0) 30.9 (14.7) 59.5 (10.7) 67.4 (19.9) 61.2 (18.3) 72.2 (16.1) 70.7 (16.6) 24.3 (11.0) 32.9 (22.3) 13.7 (8.8) 35.1 (19.1) 31.7 (19.7) 38.3 (13.9) 31.2 (24.1) 39.4 (23.7) 22.1 (14.2) 24.5 (16.6) 12.2 (5.9) 11.4 (6.9) 11.7 (5.8) 8.8 (5.1) 9.2 (5.2) 1.5 (0.4) 1.3 (0.4) 1.5 (0.5) 1.5 (0.5) 1.5 (0.5) [ ]: number of observations ( ): standard deviation 1) GCBV: Going Concern Business Value LV : Liquidation Value 2-5. Specific Restructuring Methods in Detail Corporate restructuring aims at reorganizing the financial and business structures of the ailing or failing companies through various methods. By and large, we can categorize the reorganizing efforts into groups from the following four aspects: debt, business, employment, and governance. In this subsection, we overview the specific corporate restructuring methods used in the Workouts 6 (1) Debt Restructuring Debt restructuring is a prime ingredient of the Corporate Workouts because the direct causes of corporate distress stem mostly from high external debts relative to debt service capacity. Interest relief and composition are typical methods of debt restructuring. Interest relief includes debt extension of payment terms and/or conditions, lower interest rates on debts, etc. Composition means a haircut of principal of the debts. When the creditors exempt the debtors from paying the principal, the former usually reduces the equities of the latter and convert the debts into either equities or convertible bonds (CBs) in order to recoup the upside potential of recovery.3 When the creditors reset the interest rates, they calculated the sustainable debt amounts based on the estimates of future free cash flows. The excessive amounts over the affordable debts were converted into equities or CBs and then lower interest rates were applied to the remaining debts. Table 2-6 summarizes the contents of debt restructuring in the Workouts Program. The major instrument is the interest rate reduction. As for the debt amounts KRW 66.1 trillion, or 67% out of total debt restructuring KRW 98.7 trillion, interest rates were lowered or periods of interest payments were extended. Debt-to-equity and debt-to-CB conversion for the unsecured claims4 were widely used in the Corporate Workouts, too: KRW 15 trillion and KRW 3.3 trillion, respectively. Table 2-7 shows the interest rates on the workout companies over time. From 1998 to 2002, the corporate loan rates had declined monotonically due to economic recovery from the crisis and stabilized inflation. Following this trend, coupled with an improved ability of the financial institutions to absorb losses from the non-performing loans, the interest rates applied to the workout companies had also declined until 2001. In 2002, however, despite the low loan rate on corporations, the interest rates for the workout companies rose because the massive debt-to equity conversions, especially for the Daewoo subsidiaries, reduced the credits applied to low interest rates. Table 2-6. Debt Restructuring for the Workout Companies (unit: KRW billion) Debt relief Debt-equity conversion Others1) Total 10,996 4,552 25,173 1,297 6,478 1,705 23,443 247 573 819 1,390 49,282 14,966 3,328 18,293 7,647 97,898 Interest rate reduction Normal interest rate Subtotal Equity conversion CB conversion Subtotal Normalization 6,570 3,056 9,625 9,537 1,458 In Progress 13,498 1,762 15,260 5,18, Suspension 46,070 1,002 47,072 Total 66,137 5,821 71,958 Note : 1) netting deposits and loans, discounted debt redaction, exemption of guaranteed debts. 3 In order to facilitate equity conversions, the government revised regulations on the financial institutions. In the case of an equity investment on the workout companies, the ceilings on securities investment of financial institutions, or less than 15% of the voting stock in any other company, are not applied. 4 The secured creditors tried to avoid equity conversion, worrying about the losses from security evaluations. However, there are cases in which secured creditors participated in the recapitalization. In such cases the stock price exceeded the face value in the exchanges or put-back option was provided. 7 Table 2-7. Interest Rates on the Workout Companies (unit: %. %p) Secured Credits (A) 1998 1999 2000 2001 2002 Average 9.8 8.3 8.2 5.4 6.9 7.7 6.6 5.0 6.5 6.6 1) Unsecured Credits (B) 9.9 5.2 Difference (A-B) - 0.1 3.1 1.6 0.4 0.4 1.1 Average for workout companies 9.9 5.8 7.2 5.1 6.6 6.9 Corporate loan rate 15.2 8.9 8.2 7.5 6.5 9.3 (2) Business Reorganization In return for the debt restructuring, the creditors usually ask the debtors to reorganize the business toward raising long-term profitability. Also, the companies that were not able to survive only with debt restructuring should employ business restructuring. Some of the examples are sales of assets like real estates, securities, businesses, etc., and recapitalization like external equity participation. In order to support these self-restructuring efforts, the government revised the various legal straightjackets. For example, corporate partition was introduced by the revision of the Commercial Act, to allow comprehensive transfer of businesses. This helped to reduce the costs of business sales and subsequently those of corporate restructuring.5 In order to facilitate M&A, the investors on the workout companies are exempted from tender offer clauses in the Securities and Exchange Act.6 To invite foreign investments on the distressed companies, exemption of foreign investors from the restrictions on gross amount of investment became removed. Through a number of revisions of the Special Tax Treatment Control Act, tax incentives for corporate restructuring have been provided as well. Table 2-8 reports the data on the self-restructuring efforts by the workout companies to regain confidence in business operations. The self-restructuring efforts have been concentrated on the Daewoo. More than 70% of the business restructuring in terms of the amounts is attributable to the Daewoo subsidiaries. As a matter of fact, various approaches have been experimented against them.7 Table 2-8. Business Restructuring Efforts by the Workout Companies (unit : KRW billion) 5 The Daewoo Corp. and the Daewoo Heavy Industry adopted spin-off strategies for prospective businesses according to the legal grounds for corporate partition. 6 According to the paragraph (1) of the Article 21 in the Securities and Exchange Act, a person who intends to acquire voting stocks through a purchase outside the securities market or the association brokerage market shall acquire the stocks through a tender offer in a case where the total number of the stocks held by such person and specially connected persons after the purchase is 5/100 or more of the total number of the stocks. 7 As for the cases of restructuring the Daewoo subsidiaries, see Korea Development Bank (2003). 8 Asset Sales Real Estate Security Business Other Assets Owner Sub- CapitaliContri Subtotal sidiary zation -bution Others Total Daewoo 2,014 496 2,319 386 5,145 465 990 121 287 7,008 NonDaewoo 782 725 639 266 2,411 221 20 0 317 2,969 2,795 1,221 2,958 652 7,557 685 1,010 121 604 9,977 Total (3) Employment Restructuring The employment restructuring is one of the components of the self-restructuring, but needs to be discussed separately for its sensitivity. In the Corporate Workouts under the crisis, unlike the private workouts under the normal times, policy makers should pay attentions to unemployment on top of efficient system, for collective endeavors rather than sacrifices of certain groups could be driving forces to overcome the catastrophic situation. From the micro perspective, harsh employment downsizing may fail to obtain cooperation from the laborers, one of the important stakeholders for the success of corporate restructuring. Table 2-9 shows the percentage changes in the number of employees and personnel expenses of the workout companies. Overall, 32.6% of employees have been reduced between the beginning and the end of the Workouts. This means over 31,000 laborers have been laid off. The employment restructuring is more severe in the Daewoo subsidiaries in terms of both the decreased rates of employees and personnel expenses. It is also interesting to note that the per capita personnel expenses have increased since the laborers have decreased more rapidly than the total personnel expenses. The workers who are able to keep positions in the workout companies seem to be better off. Table 2-9. Employment Restructuring in the Workout Companies (unit : %) Percentage Changes in No. of Employees Amount of Personnel Expenses Per Capita Personnel Expenses Daewoo -39.29% -21.10% 29.96% Non-Daewoo -26.51% -1.38% 34.20% Average -32.55% -11.21% 31.65% (4) Governance Restructuring Weak corporate governance has long been blamed for as one of the causes of the financial crisis in Korea. The governance restructuring in the distressed companies like the workout firms is of particular importance in that it could not only ask for the responsibilities of the incumbent managers and owners for the ill management but also provide a 9 momentum for revitalization. That is, the governance improvement is consistent to fairness and efficiency. 3. Factors Affecting the Performances on the Corporate Workouts The five-year experiences of the Korean Corporate Workouts Program have produced various experiments on the private, or semi-private at least, corporate restructuring led by the creditors. They are quite unique in the sense that the data on the corporate rehabilitation tools as well as the discrete results of either success or failure are available to the extent in which empirical analyses could be feasible. In general, the corporate restructuring is engaged in a series of confidential negotiations and terms of contracts so that only a piecemeal set of information is available to the extent of case studies. The restructuring efforts by both the creditors and debtors, however, have been traced and recorded by the government authorities in Korea. The characteristics of the Korean Corporate Workouts Program and its funding structure made the data collecting possible, though not publicly available. Based on the data on the entire workout companies, this section analyzes the factors that have affected their performances. The logit regressions are used to construct a revitalization prediction model vis-à-vis the bankruptcy prediction models in the corporate finance literature. Basically both models are methodologically alike, but only the direction of financial and business conditions of the firms under analysis is contrary. Whereas the bankruptcy prediction models start with normal firms and classify them into either normal or distressed ones in a certain period, the revitalization prediction model treats with distressed firms initially and dichotomizes them into either revitalized or still distressed ones after the restructuring processes. 3-1. Logit Model for the Prediction of Corporate Revitalization The logit regressions are one of the most widely used methods for analyzing discrete decision models when the dependent variable has binary responses. Unlike the discriminant analysis proposed by Altman (1968), the logit model is less restricted in that the explanatory variables used in the regressions do not necessarily follow the normal distribution. Only the binding assumption is that the probability of residuals is a random draw from a logistic distribution.8 The logistic distribution is similar to the normal one except in the tails, which are considerably heavier. That is, the probability density of the logistic function is relatively flatter than that of the normal distribution. It, indeed, more closely resembles a student tdistribution with seven degrees of freedom. Therefore, the logistic distributions tend to give larger probabilities to both ends of the predicted event or non-event. Loosely speaking, the logistic distribution is preferable to the probit one in the case where the explanatory variables take wide divergent values. Since the explanatory variables are the initial status of the workout companies about the debt structure and business prospects, or proxies for various restructuring tools, they tend to have different values depending on the types of distress and restructuring prescriptions. In this sense the logit model is a statistically good candidate for the prediction of corporate revitalization of the workout companies. 3-2. Criteria for Successful Restructuring 8 The difference of the probit model from the logit is that the probability of residuals is a random draw from a normal distribution. 10 The workout companies belong to, after the rehabilitation processes, one of the two groups, either revitalized or distressed. If a workout company becomes revitalized, we call the event occurred. Otherwise, the event does not occur. Denote the event to be 1 and nonevent to be 0. What should be criteria on which the workout companies are determined as revitalized or distressed? The criteria can be rather arbitrary and subjective. Depending upon the status of the decision makers, a once distressed firm is believed to be already revived or far from the normal state. For example, suppose that a financially troubled company starts to make interest payments on time after debt rescheduling and self-restructuring efforts like real estate sales, but its business operations are not competitive enough relative to the cohorts in the same industry. In order to regain competitiveness, it should downsize employment and focus on the core business areas. In such a case, the company might be performing again from the creditors’ perspective but highly likely to fall into trouble in a near future without further restructuring. That is to say, it may not be performing yet from its own perspective. This paper looks into the performances of the Corporate Workouts from the standpoint of both the creditors and debtors. One of the feasible creditors’ views is the decisions made by the Council of Creditor Financial Institutions. The Creditor Council categorizes the workout companies into four groups. First, the workout companies that are capable of raising funds with their own credits in the markets, the Council graduates them from the Program. Second, the companies, of which the debt size is manageable and business conditions are prospective despite potential risks of debt redemption pressure, proceed to self-restructuring. The first and second cases combined are called as normalization. The third group is suspension. The companies belonging to this category does not have a foreseeable future to get revived in the core business areas or meet the financial obligations by all means. The last group is in-progress. Even after three to five years in the Corporate Workouts Program some companies are still under the collective management by the creditor financial institutions. In this paper, from the creditors’ perspective, the normalized companies are defined as revitalized, while the suspended and still in-progress companies are defined as distressed. The view of the debtor, or the workout company, on the success or failure of the Corporate Workout Program seems to be different. Since the goal of the distressed company is to resume making reasonable level of profits, business operations must be on right track. Even if the debt service capacity is regained, the company should make further efforts to survive so long as the financial health originates only from the massive debt restructuring. Thus, the criteria on the revitalization or distress of the workout companies from their own perspective are the ones related to business operations that persistently strengthen their viability. One of the candidates is operating profits, instead of net profits, for which may contain huge special profits due to debt reductions. A once financially distressed firm is called to get revitalized at least when the operating profits should be greater than its interest expenses. Table 3-1 summarizes the above discussion. The Criterion 1 is the one from the creditors’ perspective. Revitalization is identified with the normalization discussed above. The normalization, namely the graduation and self-restructuring, does not necessarily mean the successful restructuring in the conventional context. Rather, it must be narrowly understood as the state where the creditors could maximize the recovery of the delinquent debts. Criterion 2 is the one from the debtors’ perspective. The basic concept for revitalization is the regained capability of viable business operations, which is an empirical issue. We can set out various measures for the Criterion 2. This paper chooses operating profits to interest expenses ratio as the best fitting variable. The cut-off value is used as the average of the ratios of the entire companies under the external auditing from 1995 to 2002. 11 Table 3-1. Definition of Revitalization and Distress Perspective Revitalization Distress Criterion 1 Criterion 2 Creditors Debtors Normalization (e.g.) Viable business operations graduation and (e.g.) Operating profits Self-restructuring Interest expenses ≥ Corporate average Suspension or InProgress Non-Viable business operations Operating profits (e.g.) < Corporate average Interest expenses 3-3. Explanatory Variables The explanatory variables are selected from the following five groups: 1) initial status, 2) debt restructuring, 3) business restructuring, 4) employment restructuring, and 5) governance reshuffling. First, the initial status of the workout companies includes the debt structure and business conditions when they applied for the Corporate Workouts Program. For example, the variables related to the debt structure are compositions of the creditors like the ratio of banks credits to total credit amounts, the share of large creditors out of total creditors in the Agreement, etc. Relatively simple debt structure is reported to yield positive results of working out distressed firms. The variables related to the business conditions are the ratio of going concern business values to total assets, the ratio of going concern business value to liquidation value, etc. The data are collected from the first due diligence report conducted by the external auditors after the application for the Corporate Workouts. Second, the debt restructuring variables consist of detailed actions to relieve the debt burdens of the workout companies. Debt exemption and interest rate reduction through debt rescheduling or changes in debt covenants, debt-to-equity conversion or debt-to-convertible bond (CB) conversion, and additional loan provisions are some of interest. Indeed, the debt restructuring is the core element in the Corporate Workouts. Depending on the current conditions and future business prospects of individual ailing firms, the ways to downsize excessive debts may take different fashions. Debt-to-equity swap is preferred to interest relief when the business prospects are rosy with high probability. If the debtor company faces with temporary liquidity crunch but belongs to the industry of a rising business cycle trend, the creditors further advance fresh loans despite its currently weak financial health. Third, the variables of the self-restructuring efforts comprise capitalization and asset sales like real estates, businesses and subsidiaries. Usually creditors relive the debt burdens of the workout companies on condition of the debtors’ efforts to take part in the loss sharing. Corporate turnarounds are successful in the case of harmonious efforts by both creditors and debtors. Then it is a reasonable guess to expect self-restructuring efforts to positively influence the performances of the Workouts. We also look into the effectiveness of the owners’ private properties on the revitalization of the distressed firms. Fourth, the variables for the employment restructuring are considered. According to the workout plan, employment downsizing and labor cost cuts are typical menus for reducing the operating expenses and focusing on the core business areas. In view of the aspect this paper uses three measures for the employment restructuring: changes in the number of employees, changes in the personnel expenses and changes in the per capita personnel 12 expenses. Finally, governance restructuring is measured with a proxy of management and ownership reshuffling. If both management and ownership are changed in the course of the workout process, score 1 is given to the company. If management is changed and ownership is partly transferred to others including creditors, score 2 is given and so on up to score 6 for no change in both management and ownership. In this scoring system a priority of the harsh governance restructuring is given to management than ownership in the context that the former is reported to be effective in turnarounds of distressed companies. Table 3-2 summarizes the scoring system of the governance restructuring used in the analysis. Table 3-2. Management and Ownership Reshuffling Score Score Changes in Management Changes in Ownership 1 ○ ○ 2 ○ △ 3 ○ x 4 x ○ 5 x △ 6 x X Note: ○ : Change, △ : Partly change, x : No change The data set for these variables is constructed from various sources. The information about the initial status of the workout companies is collected from the due diligence reports for each company. The Corporate Restructuring Coordination Committee and Financial Supervisory Service summarized the data on the various tools of debt restructuring and selfrestructuring efforts.9 As for the employment and governance restructuring, this paper uses non-financial data on employment and income statements by the National Information & Credit Evaluation, Inc. (NICE) and non-financial data by the annual business reports of the Maeil-Kyungjae-Shinmun. One of the deficiencies in the variables and data is lack of dynamic features of restructuring. Due to the data availability problem this paper does not capture the restructuring processes over time. For example, the amounts of debt-to-equity conversion are simply aggregated without considering a discount factor. In the case of total amounts of debt restructuring, all the components in the debt restructuring are added without taking into account the different characteristics among debt exemption, interest relief, debt-toequity conversion, debt-to-CB conversion, etc. Management and Ownership Reshuffling Score encounters the scale of measurement problem, for it reflects on the ordinal degree, not the cardinal one. Despite these problems most of the aspects on the Korean Corporate Workouts can be discussed with the variables. Table 3-3 summarizes the definition of the explanatory variables used in the empirical analysis. Table 3-3. Definition of the Explanatory Variables 9 The author appreciates the Financial Supervisor Service for providing the data. 13 Categories Initial Status Debt Restructuring Business Restructuring Employment Restructuring Variables X1 X2 X3 X4 X5 X6 X7 X8 X9 X10 X11 X12 X13 X14 X15 X16 X17 X18 X19 Banks Credits / Total Credits No. of Creditor Banks / No. of Total Creditors No. of Over 10% Creditors / No. of Total Creditors Top Five Creditors’ Credits / Total Credits Going Concern Business Value / Total assets Liquidation Value / Total Assets Going Concern Business Value / Liquidation Value Debt Exemption / Total Credits Interest Relief / Total Credits Debt-to-Equity Conversion / Total Credits Debt-to-CB Conversion / Total Credits X10 + X11 Total Debt Restructuring / Total Credits Additional Credit Line / Total Credits Real Estate Sales / Total Assets Security Sales / Total Assets Business Sales / Total Assets Subsidiary Sales / Total Assets Capitalization / Total Assets X20 Owner’s private Contribution / Total Assets X21 X15 + X16 + X17 + X18 + X19 + X20 X22 (X15 + X16 + X17 + X18 + X19 + X20) · (Total Assets/Total Credits) X23 (Employeesend / Employeesbeginning) –1 X24 X25 Governance Reshuffling Definitions X26 (Personnel Expensesend / Personnel Expenses beginning) – 1 (Per Capita Personnel Expensesend / Per Capita Expensesbeginning) – 1 Management and Ownership Reshuffling Score 14 3-4. Results (1) From the Creditors’ Perspective The Criterion 1 supplies a discrete decision rule of normalization as to whether the workout companies are revitalized or not. If a company graduated from the program or follows self-restructuring procedures, it is revitalized. Otherwise, it is still distressed. The information about the revitalization or distress of the individual workout companies is collected as entries of dependent variables in the logit regressions. Since we have 26 explanatory variables, it may take long to obtain the best possible combinations of regressors to forecast the corporate revitalization. Thus, before running the logit regressions, we conduct a t-test for the explanatory variables under the Criterion 1. As for the two different sets of companies, either revitalized or distressed, this test conveys the information on the significance of the difference in the explanatory variables. If an explanatory variable is significantly different in the two samples, it becomes a good candidate for regressors in the logit model. Table 3-4 describes the t-test results under the Criterion 1. Three initial status variables such as the ratio of banks credits to total credits (X1), the ratio of the number of over 10% creditors to the number of total creditors (X3), and the ratio of top five creditors’ credits to total credits look to be different at the significance level of 5% (X4) in the two samples. Debt-to-CB conversion out of total credits (X11) in the debt restructuring category and total amounts of self-restructuring out of total credits (X22) in the self-restructuring one are also significantly different at the 5% level. No variables are different with significance in the two samples for the categories of employment and governance restructuring. Table 3-4. t-Test Results of the Explanatory Variables: Criterion 1 Variables t-value p-value Variables t-value p-value X1 -2.01 0.049 X14 0.83 0.408 X2 -1.39 0.170 X15 -0.62 0.537 X3 -2.3 0.025 X16 1.08 0.286 X4 -2.27 0.028 X17 -1.02 0.311 X5 -1.37 0.179 X18 -1.31 0.195 X6 -0.64 0.527 X19 -1.54 0.129 X7 -0.89 0.380 X20 -0.13 0.901 X8 -1.37 0.177 X21 -1.6 0.115 X9 1.5 0.139 X22 -2.37 0.021 X10 -0.67 0.503 X23 -0.47 0.639 X11 2.82 0.008 X24 -1.22 0.232 X12 0.53 0.595 X25 -1.16 0.255 X13 -0.58 0.565 X26 -1.25 0.219 15 Though the t-test results provide a good starting point for constructing the explanatory variables, the actual fitness in the logit model may be another story, especially the sign of the coefficients. Table 3-5 reports the results of the “best” fitting regression with regressors consisting of one from the five categories. After the iterated experiments, the best fitting and potentially plausible results are achieved through a regression of the following regressors: the ratio of top five creditors’ credits to total credits are different at significance level of 5% (X4), the ratio of debt-to-CB conversion to total credits (X11), the ratio of total amounts of self-restructuring to total credits (X22), changes in the per capita personnel expenses (X25), and the Management and Ownership Reshuffling Score (X26). Table 3-5. Results of the Best Fitting Logit Regression: Criterion 1 Panel A : Maximum Likelihood Estimates Variable Estimate Std.error Intercept -4.19 1.79 Chi-Square 5.49 p-value 0.019 X4 7.44 2.82 6.94 0.008 X11 -1,209.30 468.80 6.66 0.010 X22 192.80 246.80 0.61 0.435 X25 -0.48 0.39 1.56 0.212 X26 0.26 0.17 2.39 0.122 Panel B : Model Convergence status Criterion Intercept only Intercept and Covariates AIC 81.91 62.46 SC 84.11 75.69 -2Log L 79.91 50.46 Panel C : Testing Global Null Hypothesis of coefficients = 0 Test Chi-Square p-value Likelihood ratio Wald 29.45 14.99 < .0001 0.010 Among these five explanatory variables, the first two ones are significantly different from zero, but the last three are insignificant. This means that the initial status seems to dominantly dictate the fate of the workout companies. The simpler the creditor structure, the better the performances of corporate restructuring. In the case of the debt-to-CB swap, the variable is very significant but with an opposite sign to the conventional wisdom. As more debts are converted to debt covenants with less interest burdens (CB), the probability that the debtor companies become revitalized is anticipated to be higher. But the actual observation in Korea is contrary at the significance level of 1%. How can we interpret this phenomenon? It seems that the CB conversion is conducted against the companies under more severe distress. Since it is less likely to collect debts in this case, the financial institutions swapped the debts into CBs that levy lower interests in return for an equity conversion option when the debtors become performing again by any chance. In fact, the 16 CB conversion looked to be very attractive to the distressed financial institutions that could not afford to bear the losses incurred by the debt-to-equity swap.10 In hindsight, however, most workout companies subject to the CB conversion did not redeem the debts. This observation is consistent to more importance of the debt-to-equity conversion rather than the CB conversion. According to Table 3-7, the debt-to-equity conversion variable takes a positive sign whereas most of the other ones are forecast to affect the revitalization negatively. Thus, the debt-to-equity swap is the most prospective tool for recovering the debts through regaining the debt payment capacity of the workout companies. This result seems that the creditor financial institutions might exploit private information on the probability of normalization of the firms. They were quite active in the equity participation for good companies but passively followed the debt restructuring decision by the Council of Creditor Committee for bad companies. The sign is correct for the debt-toequity swap, but the significance is relatively weak. Briefly put, the overall debt restructuring instruments have not affected the performances of the Corporate Workouts from the creditors’ perspective. Table 3-6. Predicted Power of the Best Fitting Logit Regression: Criterion 1 Panel A : Classification Table at Probability Level 0.5 Observed Predicted Revitalized Distressed total Revitalized 43 7 50 Distressed 5 12 17 Total 48 19 67 Panel B : Correctness at Probability Level 0.5 Value (%) Concordant 82.1 Sensitivity 89.6 Specificity 63.2 Type Ⅰ Error 29.4 Type Ⅱ Error 14 The prediction power of the logit model under the Criterion 1 in Table 3-6 is quite satisfactory, though it is lower than that of usual bankruptcy prediction models. At the 50% probability level, the concordant probability of the model is 82.1%, while the sensitivity, the ability to predict an event of revitalization correctly, and the specificity, the ability to predict a non-event of distress correctly, reach 89.6% and 63.2%, respectively. This means that the model predicts better for the revitalization cases than for the distress ones. The type I error, 10 At the beginning of the Workouts Program most financial institutions preferred the CB conversion to the equity swap. In 1999, the ratio between the equity swap and CB conversion is 3 to 7. In addition to the upside potential, the regulations on accounting principles also contributed to the preference of the CB conversion, for the financial institutions should recognize the immediate losses for equity investments on distressed firms in comparison with the possible deferral of losses in case of CB underwriting. 17 the proportion of predicted distress responses that were observed as revitalization, is 29.4%, whereas the type II error, the proportion of predicted revitalization responses that were observed as distress, is 14.0%.11 Table 3-7. Results of the Logit Regressions for Various Tools of Debt Restructuring: Criterion 1 Debt Restructuring Variables Used in Regression X8 X9 X10 X11 X12 X13 X14 X4 -4.35 (0.008) 6.62 (0.006) 7.10 (0.004) 7.44 (0.008) 6.50 (0.007) 6.68 (0.005) 6.53 (0.008) X8 12,545.10 (0.981) -61.21 (0.530) X9 135.30 (0.314) X10 -1209.30 (0.010) X11 -21.53 (0.852) X12 -36.93 (0.606) X13 -663.50 (0.103) X14 X22 347.70 (0.150) 290.50 (0.203) 292.60 (0.188) 192.80 (0.435) 311.50 (0.180) 295.20 (0.206) 405.00 (0.121) X25 -0.54 (0.151) -0.59 (0.127) -0.62 (0.112) -0.48 (0.212) -0.54 (0.150) -0.56 (0.376) -0.42 (0.274) X26 0.19 (0.184) 0.19 (0.190) 0.23 (0.131) 0.26 (0.122) 0.18 (0.212) 0.18 (0.147) 0.22 (0.150) Concordant (%) 71.6 70.1 70.1 82.1 67.2 71.6 71.6 Sensitivity (%) 85.4 87.5 85.4 89.6 83.3 87.5 85.4 Specificity (%) 36.8 26.3 31.6 63.2 26.3 31.6 36.8 TypeⅠError (%) 50 54.5 53.8 29.4 61.5 50 50 TypeⅡError (%) 22.6 25 24.1 14 25.9 23.6 22.6 There have been long debates concerning the conformity of the Daewoo subsidiaries to 11 Type I and II errors are called false negative and false positive, respectively. 18 the Corporate Workouts Program. The enormous size of the Daewoo’s debts might render its liquidation infeasible, which could make the restructuring efforts arranged by the creditors incredible threats to the debtor. As long as the debtor holds out, the creditors cannot impose effective tools for turnarounds. On top of the “too-big-to-close” constraint, the Daewoo subsidiaries had very complex debt structure. They borrowed money from over 400 financial institutions both domestically and abroad. This entangled debt structure introduced further complications in making a plan and implementing the reorganizing strategies as planned. Additionally, the ratio of trade credits out of the entire liabilities was so high that, once they became subject to the Corporate Workouts, the creditors had worries about the reduced amounts of recovered credits after making full payments to the trade credit holders. In order to identify the legitimacy of these concerns, this paper analyzes the differences between the two samples of Daewoo and Non-Daewoo firms. Table 3-8 displays the comparison of the results of the logit regressions between non-Daewoo companies and Daewoo subsidiaries. The most notable difference is that the performance of the logit model does not produce a good prediction power in the Daewoo sample. Most of the coefficients are so insignificant that the null hypothesis that they are individually different from zero is rejected. The concordant ratio reaches to 50% and the specificity is only 25%. This means that the observed distressed firms are highly likely to be predicted as revitalized. Also, the type I error, 66.7%, is very high. Two thirds of the firms predicted as distressed are actually revitalized. Thus, the overall forecast power of the logit model with the regressors of initial status and restructuring variables is low in the Daewoo subsidiary case. In contrast, the model fits well for the Non-Daewoo sample. The overall result is very similar to that of the entire sample case with even higher prediction power and significant coefficients. Table 3-8. Comparison of the Results of the Logit Regressions between Non-Daewoo companies and Daewoo Subsidiaries: Criterion 1 Entire Sample Non-Daewoo Daewoo -6.37 (0.020) 10.41 (0.013) -1,190.60 (0.023) 559.20 (0.194) -0.77 (0.120) 0.24 (0.230) 86 -32.87 (0.788) 94.40 (0.689) 42,469.80 (0.869) -31,020.60 (0.647) 8.60 (0.867) Concordant (%) -4.19 (0.019) 7.44 (0.008) -1,209.30 (0.010) 192.80 (0.435) -0.48 (0.212) 0.26 (0.122) 82.1 Sensitivity (%) 89.6 92.9 66.7 Specificity (%) 63.2 66.7 25 TypeⅠError (%) 29.4 23.1 66.7 TypeⅡError (%) 14 11.4 42.9 Intercept X4 X11 X22 X25 X26 50 The last experiment is carried out on industries. It has been argued that corporate 19 workouts seem to be suitable for the manufacturing firms. In general, core competence of the construction companies consists of intangible assets like management and design skills, reputation or brand name, and experiences. Then the construction companies are more likely to lose the intangible assets once they become financially distressed. It is very difficult for them to regain competence and reputation and also to retain professionals. In addition, most of their tangible assets are based on installment plans or lease. Due to these characteristics of the construction companies, restructuring specialists did not agree on the affiliation of the construction companies to the Corporate Workouts Program. Table 3-9 assures this argument. There do not exist clear influences of restructuring efforts on the performances of the workout construction companies like the Daewoo subsidiaries. Every coefficient is not significant and the prediction power of the logit model with regressors of the restructuring variables as well as the initial status ones is very weak. Table 3-9. Results of the Logit Regressions for Manufacturing and Construction: Criterion 1 Entire Sample Manufacturing Construction -4.19 (0.019) 7.44 (0.008) -1,209.30 (0.010) 192.80 (0.435) -0.48 (0.212) 0.26 (0.122) -4.96 (0.030) 7.99 (0.027) -845.40 (0.045) 467.10 (0.204) -0.64 (0.158) 0.23 (0.274) -23.36 (0.889) 81.05 (0.868) -28,089.90 (0.700) -17,049.10 (0.834) 26.40 (0.825) 6.29 (0.762) Concordant (%) 82.1 83 50 Sensitivity (%) 89.6 90.9 40 Specificity (%) 63.2 64.3 60 TypeⅠError (%) 29.4 25 50 TypeⅡError (%) 14 14.3 50 Intercept X4 X11 X22 X25 X26 (2) From the Debtors’ Perspective The Criterion 2 in the subsection 3.2 contains a flavor of the performances of corporate restructuring from the debtors’ point of view. In order to get revived, the distressed companies should be back to the state of normal business operations. All of the corporate turnaround tools like reducing the debt burdens, asset sales, management reshuffling are focused on the debtors’ regaining the confidence in the core business areas to strengthen the debt service capacity from the creditors’ point of view. The ultimate goal and interests of 20 the debtors, however, hinge on their profit maximization. If the debtor companies become performing to the extent in which they pay back the principal and interests to the creditors and the return on investment is not enough relative to the available interest rates, they have few incentive to become alive. As a matter of fact, their revitalization turns out to serve only the creditors. In this sense the revitalization from the creditors’ perspective is different from the debtors’. Using the ratio of operating profits to interest expenses, this paper divides the workout companies into two groups: revitalized or distressed ones. As for the two groups, the t-test is conducted to get hunches for the effective explanatory variables for the logit analysis. Table 3-10 summarizes the results. Only two variables are significantly different in the two groups: the ratio of the number of over 10% creditors to the number of total creditors (X3) and the ratio of the going concern business value to total credits (X5). Also, another initial status variable, the ratio of the liquidation value to total credits (X6), and one of the employment restructuring variable, changes in the per capita personnel expenses (X25), show the significance around the 5% level. The main message of the t-test results is that the initial status of the workout companies may almost determine the success of business turnarounds. Other detailed restructuring efforts by both the creditors and debtors seem to be dominated by the initial conditions. Table 3-10. t-Test Results of the Explanatory Variables: Criterion 2 Variables t-value p-value Variables t-value p-value X1 -0.25 0.802 X14 0.79 0.431 X2 -1.56 0.119 X15 -0.74 0.462 X3 -2.18 0.035 X16 -0.57 0.573 X4 -1.28 0.206 X17 1.41 0.164 X5 -2.05 0.045 X18 1.23 0.225 X6 -1.94 0.057 X19 -0.95 0.348 X7 -0.65 0.519 X20 -0.55 0.586 X8 -1 0.326 X21 0.48 0.630 X9 1.36 0.178 X22 0.87 0.390 X10 -0.27 0.787 X23 -2.21 0.033 X11 0.7 0.487 X24 -0.4 0.692 X12 -0.02 0.982 X25 1.94 0.057 X13 0.55 0.583 X26 0.95 0.347 Table 3-11 is the summary statistics of the “best” fitting logit regression for the entire sample under the Criterion 2. Note, first, that the relevant explanatory variables for this regression under this criterion are different from those under the Criterion 1. The significant initial status variables are different, but they are in the same vein in that X3 and X4 describe the creditor structure. Again, the simpler the creditor structure is, the better the 21 performances of corporate restructuring is. X5 draws a notable attention in the sense that the value of the firm at the time of starting the workouts is important in corporate rehabilitation, though it is not so significant. Under the Criterion 1, this variable was less important. Among the debt restructuring variables, the ratio of interest relief to total credits (X9) is significantly different from zero, but it takes an opposite sign. As more interest burdens are relieved, the probability of revitalization becomes slim, which is contrary to the conventional wisdom. This result may stem from passive debt relief of the creditors against the less prospective companies. That is to say, the debt reduction did not reflect on the debtors’ position. Indeed, the creditor financial institutions did not take into much account the debtors’ long-term viability under the circumstances where they were on the verge of closing the business due to capital inadequacy. According to Table 3-13, other debt restructuring tools except for the debt-to-equity conversion (X10) are not effective on the corporate revitalization. Thus, the results from Table 3-7 and Table 3-13 support the importance of the debt-to-equity conversion from the standpoint of both creditors and debtors. The self-restructuring efforts by the workout companies turn out to be ineffective on the performances of the workout companies in terms of business normalization. According to Table 3-14, all of the variables in this category are insignificant. In most cases, the coefficients have opposite signs as well. Table 3-11. Results of the Best Fitting Logit Regression: Criterion 2 Panel A : Maximum Likelihood Estimates Variable Estimate Std.error Chi-Square p-value Intercept X3 X5 X9 X17 X25 X26 0.22 9.80 1.22 -324.00 -1.46 -0.59 -0.18 1.15 4.11 0.83 145.90 4.76 0.47 0.16 0.04 5.68 2.16 4.93 0.09 1.57 1.36 0.844 0.017 0.142 0.026 0.759 0.210 0.244 Panel B : Model Convergence status Criterion Intercept only Intercept and Covariates AIC SC -2Log L 85.11 87.21 83.11 76.13 90.79 62.13 Panel C : Testing Global Null Hypothesis of coefficients = 0 Test Chi-Square p-value Likelihood ratio Wald 20.98 11.30 0.002 0.080 Insignificant as they are, the variables of the employment restructuring and management 22 reshuffling in Table 3-11 take plausible signs. As the pressure gets harsher on the labor restructuring and responsibility of the management for distress, the workout companies tend to have more chance to achieve normal business operations. Here the management and ownership reshuffling is especially interesting. The change in the management and ownership should be definitely a bad news for the incumbent, but could be a good news for the company itself. In such a case the incumbent managers and owners may have incentives to cooperate with the creditors for the purpose of maintaining their positions. Then the creditors would benefit from guaranteeing the incumbent’s positions by maximizing the debt recovery. The costs from the mutual benefits of the creditors and the incumbent managers and owners will be attributable to the companies, resulting in further distress in terms of business operations. Finally, Table 3-12 point out that the prediction power of the logit model under the Criterion 2 is weaker than that under the Criterion 1. The concordant percentage is 63.3% at the probability level of 0.5. Sensitivity and specificity are low and both type I and II errors are relatively high. Table 3-12. Predicted Power of the Best Fitting Logit Regression: Criterion 2 Panel A : Classification Table at Probability Level 0.5 Observed Predicted revitalized distressed total revitalized 18 11 29 distressed 11 20 31 total 29 31 60 Panel B : Correctness at Probability Level 0.5 Value (%) Concordant 63.3 Sensitivity 62.1 Specificity 64.5 Type Ⅰ Error 35.5 Type Ⅱ Error 37.9 3-5. Summary of the Empirical Results Based on the observations from the two kinds of regressions from the creditors’ and debtors’ perspectives, we can make the following remarks as evidence on the performances of the Korean Corporate Workouts. First, the initial status variables are the key success factors in the Corporate Workouts. The ratio of top five creditors’ credits to total credits is found as the most significant factor to affect the revitalization of the workout companies in terms of debt service capacity. Also, as the ratio of over 10% creditors to total creditors 23 becomes higher, the distressed companies are more likely to recover business operations. Namely, the debt structure of the workout companies has dominated various restructuring efforts. The importance of simple debt structure in the Workouts is consistent to the analysis by Gilson, John and Lang (1990) that the private workouts did not perform well in the U.S. companies that had a host of creditors due to bond issuance in the markets. Table 3-13. Results of the Logit Regressions for Various Tools of Debt Restructuring: Criterion 2 Debt Restructuring Variables Used in Regression X3 X5 X8 X8 X9 X10 X11 X12 X13 X14 5.95 (0.056) 1.01 (0.180) 14,559.60 (0.987) 9.80 (0.017) 1.22 (0.142) 7.36 (0.036) 1.05 (0.176) 5.39 (0.092) 1.18 (0.143) 7.24 (0.047) 0.99 (0.193) 6.22 (0.050) 1.13 (0.153) 6.62 (0.040) 1.04 (0.172) -324.00 (0.026) X9 115.90 (0.373) X10 -350.30 (0.375) X11 79.27 (0.542) X12 -37.10 (0.569) X13 0.45 (0.922) -0.57 (0.193) -0.17 (0.250) -1.46 (0.759) -0.59 (0.210) -0.18 (0.244) 0.04 (0.994) -0.55 (0.219) -0.14 (0.327) -0.50 (0.918) -0.55 (0.216) -0.14 (0.324) 0.43 (0.928) -0.57 (0.198) -0.15 (0.294) 0.51 (0.914) -0.66 (0.164) -0.17 (0.237) 273.10 (0.489) 1.17 (0.807) -0.67 (0.143) -0.17 (0.246) Concordant (%) 60 63.3 58.3 60 58.3 58.3 60 Sensitivity (%) 51.7 62.1 51.7 55.2 51.7 51.7 55.2 Specificity (%) 67.7 64.5 64.5 64.5 64.5 64.5 64.5 TypeⅠError (%) 40 35.5 41.2 39.4 41.2 41.2 39.4 TypeⅡError (%) 40 37.9 42.3 40.7 42.3 42.3 40.7 X14 X17 X25 X26 Table 3-14. Results of the Logit Regressions for Various Tools of Self-Restructuring: 24 Criterion 2 Self-Restructuring Variables Used in Regression X3 X5 X9 X15 X15 9.91 (0.015) 1.15 (0.170) -318.80 (0.027) 2.57 (0.574) X16 10.87 (0.012) 1.26 (0.124) -366.20 (0.018) X17 9.80 (0.017) 1.22 (0.142) -324.00 (0.026) X18 10.18 (0.017) 1.41 (0.096) -345.80 (0.021) X19 10.40 (0.016) 1.37 (0.106) -346.40 (0.027) X20 10.08 (0.015) 1.12 (0.209) -330.30 (0.022) X21 9.90 (0.017) 1.28 (0.139) -333.50 (0.025) X22 9.85 (0.017) 1.34 (0.163) -336.30 (0.026) 10.01 (0.330) X16 -1.46 (0.759) X17 -6.65 (0.248) X18 -2.30 (0.690) X19 9.10 (0.677) X20 -32.36 (0.848) X21 -0.71 (0.140) -0.21 (0.170) -0.60 (0.170) -0.21 (0.181) -0.59 (0.210) -0.18 (0.244) -0.76 (0.109) -0.17 (0.261) -0.63 (0.158) -0.20 (0.189) -0.67 (0.139) -0.20 (0.185) -0.63 (0.161) -0.17 (0.298) -0.47 (0.830) -0.62 (0.168) -0.17 (0.292) Concordant (%) 63.9 67.2 63.3 63.9 60.7 63.9 64.4 64.4 Sensitivity (%) 58.6 62.1 62.1 62.1 55.2 58.6 62.1 62.1 Specificity (%) 68.8 71.9 64.5 65.6 65.6 68.8 66.7 66.7 TypeⅠError (%) 35.3 32.4 35.5 34.4 38.2 35.3 35.5 35.5 TypeⅡError (%) 37 33.3 37.9 37.9 40.7 37 35.7 35.7 X22 X25 X26 Second, the debt-to-equity conversion is the most effective tool among various debt restructuring methods, though it does not seem to be very significant. Other ways to relieve the debt burdens of the workout companies had affected the corporate revitalization in the opposite direction to the conventional wisdom. Especially, the debt-to-CB conversion has affected the capability of the distressed companies to redeem debts adversely in a very 25 significant manner. These observations can be understood as the result of the creditor-led corporate restructuring. As mentioned earlier, the Korean Corporate Workouts Program aimed mainly at restructuring the distressed financial institutions. Corporate restructuring was a supplementary instrument with which they tried to boost up the recovery of the NPLs from the corporate sector. Thus, the amounts of the debt restructuring should be provided as little as possible in a conservative fashion that enabled them to minimize the losses. The positive correlation of the debt-to-equity swap with the corporate revitalization from the creditors’ perspective is thought to be the sorting results of the financial institutions, of which the private information set is larger than that of the publicly available information. They had converted the debts into equities only for the prospective companies. Third, the business and employment restructuring turns out to be insignificant in corporate revitalization. As for almost all of the proxy variables for these categories, the null hypothesis that the coefficient is zero cannot be rejected. Only in the results of the business rehabilitation from the debtors’ perspective, per capita personnel expenses, one of the employment restructuring variables, are relatively significant and consistent. Fourth, it is quite delicate to interpret the effect of the governance reshuffling on the performances of the Workouts. Under the criterion reflecting creditors’ position, this variable is quite significant, but in the reverse way. The harsher the management and ownership reshuffling is, the worse the recovery of debt service capacity is. Under the criterion reflecting debtors’ position, however, it is less significant, but in the consistent way. The harsher the management and ownership reshuffling is, the better the business operations are. One of the possible explanations for this phenomenon is that the creditors and managers of the workout companies may collude with each other for the sake of their own incentives. Their incentives are quite clear. The creditors hoped to maximize the recovery, while the managers were eager to retain their positions. If they behave as their incentives dictate, the empirical observations forecast that the debt service capacity would increase while the distressed companies would be less likely to be back in normal business conditions. This is just a conjecture, so that further research should verify the true relationship between the governance reshuffling and corporate revitalization. Fifth, the prediction power of the logit model for the samples of the Daewoo subsidiaries and firms in the construction industry is very weak. Namely, the variables used in the analysis did not explain the binary responses of the Corporate Workouts against these firms. This observation can be interpreted in many ways. One may argue that the private workouts are not suitable for these cases. Due to their complex debt structure and/or size of businesses formal bankruptcy filings should have been imposed if there had not been concerns over the occurrence of a systemic crisis. Some may argue that the low prediction power does not necessarily imply the ineffectiveness of the workouts against these firms. The unsatisfactory performance of the logit model may stem from the different characteristics of the companies in these samples. Then individually tailored restructuring could be still effective, whereas statistical generalization may not be feasible. 4. Performances of the Workout Companies from 1995 to 2002 We have seen the factors that affected the performances of the workout companies in the Section 3. This section discusses their overall performances in view of the financial statements well before the crisis and up to the present. Focusing on the main business activities, this paper compares the financial ratios among the four categories of the workout companies by results: graduation, self-restructuring, in-progress, and suspension. Additionally, we look into the difference in the measures between the Daewoo subsidiaries and non-Daewoo workout firms. 26 Table 4-1 reports the core statistics of the balance sheet and income statements of the entire non-financial workout companies in an aggregate manner from 1995 to 2002. The growth of total assets until 1998 is remarkably high. During the four years, the total asset had increased two fold. The growth rate of total liabilities is even higher. During the same period, the total liabilities had blown up nearly two and half times. In contrast, the equities had increased at a lower growth rate, 12.3% per year. Thus, overall financial health of the workout companies had deteriorated. On the profit and loss side, the business of the workout companies also got worse. Operating profits were growing before the crisis, but interest expenses were increasing at faster speed. Thus, net profits had already started to decline well before the crisis and turned into losses in 1997. In 1998 the operating profits of the aggregate workout companies are positive, but should have been recorded as losses in view of huge misreporting of the Daewoo. In fact, the non-Daewoo workout companies incurred losses in core business operations in 1998. Table 4-1. Summary of the Financial Statements of the Non Financial Workout Companies (unit: KRW 1 billion) 1995 B/S 1996 1997 1998 1999 2000 2001 2002 Total Assets 53,370 62,603 84,167 109,332 84,850 55,692 50,151 38,836 Liquid Liabilities 26,149 29,248 42,288 51,472 47,986 40,989 23,651 15,473 Fixed Liabilities 15,649 20,596 26,753 41,337 54,749 47,950 61,877 41,527 Total Liabilities 29,388 34,626 50,578 72,741 72,224 59,699 42,642 40,612 Total Equities 11,572 12,759 14,771 16,397 -17,885 -33,247 -35,378 -18,165 Sales 45,280 56,954 69,528 79,388 63,987 47,802 43,671 44,114 Operating Profits 3,179 3,822 4,837 2,083 -10,345 Interest Costs 3,127 3,765 4,937 9,372 384 138 -482 -1,980 1,276 1,443 7,732 7,696 5,751 P/L Net Profits Ratio 9,343 -8,025 -37,487 -19,607 -7,042 13,259 Operating Profits / Interest Costs 1.017 1.015 0.980 0.222 -1.107 -0.256 0.166 0.251 Operation Profits / Total Assets 0.060 0.061 0.057 0.019 -0.122 -0.036 0.025 0.037 Operating Profits / Sales 0.070 0.067 0.070 0.026 -0.162 -0.041 0.029 0.033 After the Corporate Workouts were commenced, enormous restructuring efforts began to 27 be shown on the financial statements. The size of total assets has decreased dramatically. Liquidity became dried up due to redemption of the debts and the maturity extension of the short-term debts, while fixed liabilities increased until 2001. As the companies paid back the long-term debts, the fixed liabilities declined. The revelation of hidden distress and the pressure from the creditors on debtors’ loss recognition in the course of restructuring pushed the equity amounts downward. The workout companies on average became insolvent from 1999, which is still persisting. The enormous debt-to-equity conversions, which were planned in 2000 and 2001 but executed mostly in 2002, turned the financial health in a positive direction. The Corporate Workouts have affected the business activities very much. In general, financial distress curtails the scope and size of businesses. Additionally, the business restructuring efforts like the sales or spin-off of businesses and liquidation of unprofitable and sunset companies have had the total sales shrunk. Even if the sales were reduced, the operating profits (or losses) started to grow (or decrease) immediately after being under the Workouts Program. This is because the companies adjusted the target to maximizing profits after realizing the existing and potential messes. Figure 4-1 shows the operating profits relative to the interest expenses for the different groups of the workout companies by the workout results as well as the average of the entire corporations subject to the external auditing. Since the workout companies are financially and operationally distressed, the average of the entire corporations outperforms them. The ratio of the operating profits to the interest expenses in the entire companies has always been higher than that of the workouts companies. Among the categories of the workout companies, the order of the performances in terms of the ratio is consistent to the decisions by the Council of Creditor Financial Institutions. The graduated companies and the ones under the self-restructuring plan started revitalized just after the initiation of the Corporate Workouts. In the case of the still distressed categories like suspension and in-progress, their financial statements improved only temporarily due to debt restructuring, which was not sustained by business operations. After the creditors stopped managing these companies in 2001, their performances deteriorated. Note that the big downward hump in the case of suspended companies takes place due to the liquidation type of the Daewoo subsidiaries like the old-Daewoo Corp. and the old-Daewoo Heavy Industry after the partitions. Figure 4-2 shows the difference between the Deewoo and the non-Daewoo workout companies. One of the interesting observations in these two graphs is that the effect of the Corporate Workouts is quite persistent. Since the Corporate Workouts consists of tedious examinations, negotiations, monitoring and revisions of workout plans, the effect is not speedy unlike the formal bankruptcy filings. 12 As more restructuring tools are introduced, not only the financial capacity of servicing the debts is improved but also business operations get vigorous over time. 12 See Kim (2003) for the comparisons of performances among corporate reorganization, composition and the Workouts. 28 Figure 4-1. The Ratio of Operating Profits to Interest Expenses by Categories of the Workouts Results: 1995-2002 2.5 2 1.5 1 0.5 0 -0.5 -1 -1.5 -2 -2.5 1995 1996 1997 Corporate Average 1998 Graduation 1999 Self-Restructuring 2000 In-Progress 2001 2002 Suspension Figure 4-2. The Ratio of Operating Profits to Interest Expenses between Daewoo and Non-Daewoo: 1995-2002 2.5 2 1.5 1 0.5 0 -0.5 -1 -1.5 -2 1995 1996 1997 1998 Corporate Average 1999 Daewoo 2000 2001 2002 Non-Daewoo 29 Figure 4-3 displays the ratio of the operating profits to the total assets. The various groups had been indiscriminant before the financial crisis. However, this ratio for the workout companies precipitated around the crisis and got recovered gradually after the initiation of the Corporate Workouts. The gap of this ratio between the entire corporations and the workouts companies is narrower than that of the ratio of the operating profits to the interest expenses, for the latter captures the debt restructuring only while the former reflects on the self-restructuring efforts as well. Figure 4-4 shows the difference between the Daewoo subsidiaries and the non-Daewoo workout companies. It is noticeable that before the crisis the Daewoo affiliated firms seemingly outperformed the average corporations. In view of enormous misreporting in the accountings might exaggerate the actual performances of the Daewoo’s. Figure 4-3. The Ratio of Operating Profits to Total Assets by Categories of the Workouts Results: 1995-2002 0.1 0.05 0 -0.05 -0.1 -0.15 -0.2 -0.25 -0.3 1995 1996 Corporate Average 1997 1998 Graduation 1999 Self-Restructuring 2000 In-Progress 2001 2002 Suspension Finally, Figure 4-5 demonstrates the ratio of the operating profits to total sales. This variable focuses more on the business aspect aside from the financial strength. The graduated workout companies are almost equivalent to the average corporations in terms of this measure. This means that, although the graduated workout companies have relatively more burdens on the interest payments than the average firms, their business operations has already come back to the normal states. Thus, we can expect these firms to have more chances to record better performances in the future. 30 Figure 4-4. The Ratio of Operating Profits to Total Assets between Daewoo and Non-Daewoo: 1995-2002 0.1 0.05 0 -0.05 -0.1 -0.15 -0.2 -0.25 1995 1996 1997 1998 Corporate Average 1999 Daewoo 2000 2001 2002 Non-Daewoo Figure 4-5. The Ratio of Operating Profits to Total Sales by Categories of the Workouts Results: 1995-2002 0.15 0.1 0.05 0 -0.05 -0.1 -0.15 -0.2 -0.25 -0.3 -0.35 1995 1996 Corporate Average 1997 1998 Graduation 1999 Self-Restructuring 2000 In-Progress 2001 2002 Suspension 31 Figure 4-6. The Ratio of Operating Profits to Total Sales between Daewoo and Non-Daewoo: 1995-2002 0.1 0.05 0 -0.05 -0.1 -0.15 -0.2 -0.25 -0.3 1995 1996 1997 1998 Corporate Average 1999 Daewoo 2000 2001 2002 Non-Daewoo In terms of the above three measures the Daewoo subsidiaries are far behind the nonDaewoo workout companies. These observations could be understood as the results from the late affiliation of the Daewoo with the Corporate Workouts and from the initial depth of distress.13 Since the restructuring effects tend to occur over long periods of time, we may guess that the performance of the Daewoo will get better. The complex debt structure of the Daewoo may also ask for more time to identify the results. Nevertheless, the distress of the Daewoo before entering into the Workouts was so deep that its performance may encounter limitations. 5. Conclusion The Corporate Workouts Program in Korea is one of the desperate attempts to overcome the unprecedented difficulties brought about by the financial crisis. At first glance this program looks to be an ordinary corporate restructuring, but has more flavors of financial restructuring. In general, financial institutions produce semi-public goods, whereas individual companies do private ones. If the financial system does not function properly due to bank failures, no one is willing to bear the costs except for the government, even though the entire nation would benefit from its resumption. Because of market failure in this public goods sector after the crisis, the imminent policy was rightly focused on rehabilitating banking sector, including deeply problematic merchant banks, and then non-bank financial intermediaries. Financial restructuring was involved in disposing of non-performing assets and other business restructuring. During this process, financial institutions should incur so huge losses that they could not absorb with their own capital. Non-viability of financial institutions, which were major creditors to the workout applicants, led to define the 13 The depth of the Daewoo’s distress can be identified with the KAMCO’s purchasing price of the nonperforming assets. 32 properties of the Korean Corporate Workout Program as a part of financial sector restructuring. Thus, the policy evaluations on the Corporate Workouts ought to consider this characteristics. Based on this understanding, this paper tries to identify the factors affecting the performances of the Corporate Workouts from both creditors’ and debtors’ perspectives. The prime results through empirical analyses are summarized as follows. First, the initial conditions on the debt structure of the workout companies are significantly related to the revitalization from both creditors’ and debtors’ point of view. Second, the debt restructuring instruments are insignificant in the success of corporate turnarounds, but the debt-to-equity conversion has been relatively effective. Third, the self-restructuring efforts, employment downsizing and governance reshuffling do not affect the performances significantly. 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