Infant Firms in Emerging Market: An Analysis of Stand-Alones vs. Subsidiaries Soo Jin Kim and Woojin Kim * August, 2013 Abstract Newly established manufacturing firms in Korea without any corporate shareholder participation – stand-alones - exhibit significantly higher profitability and smaller asset size compared to those set up by corporate shareholders – pyramidal subsidiaries. Pyramidal subsidiaries set up by large business groups or chaebols engage in more related party transactions generating more negative internal earnings relative to stand-alones. For pyramidal subsidiaries, revenues generated from affiliated firms are positively correlated with overall profitability, while expenses paid to affiliates are negatively correlated. Nevertheless, combined related party transactions adversely affect overall profitability of all infant firms, regardless of their initial ownership structure. Keywords: Stand alone; Pyramidal subsidiary; Business group; Corporate governance; Related party transaction; Establishment; Korea JEL classification: G30; G32; G34 * Respectively, University of Virginia School of Law ([email protected]) and Associate Professor of Finance, Seoul National University Business School ([email protected]). This paper is an extension of Soo Jin Kim’s Master’s thesis at Seoul National University. Woojin Kim appreciates support from the Institute of Management Research at Seoul National University. Financial support from the Institute of Finance and Banking of Seoul National University is also gratefully acknowledged. Correspondence to: Woojin Kim, SNU Business School, Seoul National University, Gwanak Ro, Gwanakgu, Seoul 151-916, Korea; Email: [email protected] Infant Firms in Emerging Market: An Analysis of Stand-Alones vs. Subsidiaries August, 2013 Abstract Newly established manufacturing firms in Korea without any corporate shareholder participation – stand-alones - exhibit significantly higher profitability and smaller asset size compared to those set up by corporate shareholders – pyramidal subsidiaries. Pyramidal subsidiaries set up by large business groups or chaebols engage in more related party transactions generating more negative internal earnings relative to stand-alones. For pyramidal subsidiaries, revenues generated from affiliated firms are positively correlated with overall profitability, while expenses paid to affiliates are negatively correlated. Nevertheless, combined related party transactions adversely affect overall profitability of all infant firms, regardless of their initial ownership structure. Keywords: Stand alone; Pyramidal subsidiary; Business group; Corporate governance; Related party transaction; Establishment; Korea JEL classification: G30; G32; G34 1. Introduction A firm in its broadest sense goes through a series of stages during its life cycle. At the initial stage, a firm is established either as a corporation or a non-corporate entity which later may become a corporation. A small subset of newly established firms is successful enough to tab the public equity market for the first time at some point in time. Most empirical research in corporate finance, however, considers calendar time since initial public offering (IPO) as the firm's age, implying that IPO date is the firm's birth date. Such approach is by no means accurate since IPO firms have been there for a while before they actually become public. To some extent, this tendency is largely due to the fact that financial and other key information about closely-held private firms is largely unavailable. Unfortunately, such “emphasis on large companies has led us to ignore (or study less than necessary) the rest of the universe: the young and small firms, who do not have access to public markets.” (Zingales, 2000. p. 1629) Such negligence inherently restricts our understanding of the broader corporate sector, especially in emerging markets where external capital and labor markets are relatively less developed. In such economies, lack of appropriate institutional mechanisms to mitigate agency problems and information asymmetry leads to difficulties in enforcing contracts. As such, business groups that provide internal capital and labor markets may naturally arise as a substitute for market mechanism. (Khanna and Palepu, 2000a, 2000b, 2005). This paper takes a step back and focuses on firms that have just been established in an emerging market, either within a business group or outside business groups. We refer to these genuine new firms as infant firms to distinguish them from IPO firms. In most theoretical models in corporate finance, an investment opportunity of a firm is in general characterized by an entrepreneur, financier(s), and some output generating technology 2 along with some frictions. Such approach implicitly assumes that new firms are established by individual entrepreneurs with brilliant ideas. Recent success of Facebook or more traditional case of Microsoft would fit into such description. However, an individual entrepreneur is not the only entity that may set up a new firm. As Almeida and Wolfenzon (2006) appropriately point out, an existing firm may set up another firm, creating a pyramidal subsidiary. It is well established in the international corporate finance literature that firms outside U.S. and U.K., especially those in emerging markets, are typically controlled by families who control a group of firms through hierarchical chains of equity ownership referred to as pyramids. 1 Under such environment, existing member firms may well set up a new member firm. A new firm set up by an entrepreneur, which we will be referring to as a standalone, and one set up by an existing firm, or a pyramidal subsidiary, are fundamentally different in the following respects. First, the degree of deviation between cash flow rights and control rights of the ultimate controlling shareholder tends to be higher in the latter than in the former. This is because entrepreneur controls the former through direct holdings while she controls the latter with indirect holdings through an existing member firm. Second, the latter has a financing advantage over the former, since the family can use all cash flows of an existing firm to set up the latter, while it must use its personal wealth to create the former. Third, profitability of the former is likely to be higher than the latter since the family would want to keep good projects within the family while it would prefer to share losses with other shareholders of the existing firm. 2 Finally, any sale made by a stand-alone would be a genuine arm’s length transaction made to an external customer 1 La Porta et al.(1999), Claessens, Djankov, and Lang (2000), Faccio and Lang (2000), Barca and Becht (2001), and Johnson et al. (2000) among many others. 2 Almeida and Wolfenzon (2006)’s theory mostly builds on the second and third point. 3 which generates genuine cash inflow, while those made by a pyramidal subsidiary to an affiliated party may simply reflect an internal transaction at the business group level. 3 We empirically test whether such predicted differences exist in newly established infant firms based on a unique dataset of private firms in Korea. Korea has a number of characteristics that provide an ideal setting for such an analysis. First, Korean regulatory authorities mandate an external auditing of financial statements even for non-publicly traded firms as long as they exceed a certain size threshold. The audited financial statements are filed to the Korean Financial Supervisory Services and are made publicly available. Given that the constraint on non-public firms research is largely due to a lack of appropriate data, this is certainly an advantage. Second, Korean financial statements report items that provide information on revenues generated from and expenses paid to related parties, including affiliated firms. Considering that Korean corporate sector is plagued with business groups and internal transaction, disclosure of such related party transactions (RPTs) provides a minimum protection for minority shareholders. From our perspective, this allows us to quantify the relative magnitudes of revenues, expenses, and earnings generated through RPTs. 4 Finally, Korea has many active business groups, particularly the large business groups or chaebols, who continue to grow by setting up pyramidal subsidiaries. Thus, our analysis provides an estimate of the chaebols’ influence on newly established, non-public corporate sector of the economy. Based on 1,368 newly established manufacturing firms in Korea between 2000 and 2011, we first document that roughly half of our sample firms have group membership while the remaining half are purely entrepreneurial. Pyramidal subsidiaries directly set up by large business group members only account for 6.7% of total infant firms, but in terms 3 For example, consider Japanese automobile exports made to a U.S. subsidiary. The transaction would technically be recorded as an export, but it is not a true export until the subsidiary sells the automobile to a local customer. 4 For example, La Porta et al. (1999), Claessens, Djankov, and Lang (2000), Faccio and Lang (2000), Barca and Becht (2001), and Johnson et al. (2000). 4 of combined total assets, they account for 40%. This suggests that the influence of large business groups in start-up sector is not trivial. We next compare firm size proxied by total assets and fixed assets between standalones and pyramidal subsidiaries in the spirit of Bena and Ortiz-Molina (2013). Consistent with their European results and predictions of Almeida and Wolfenzon (2006), we find that pyramidal subsidiaries are larger than stand-alones. This suggests that financial advantage of being able to use the existing firms’ cash flows in setting up a new firm becomes important when the required investment for a given investment opportunity is large. We implement a similar comparison of profitability proxied by EBITDA or EBIT scaled by total assets between stand-alones and pyramidal subsidiaries. Similar to those in Bena and Ortiz-Molina (2013) and Almeida and Wolfenzon (2006), we find that standalone firms exhibit higher profitability than pyramidal subsidiaries. This suggests that when a firm’s investment prospect is good, the families prefer to keep it to themselves rather than to share it with the outside shareholders of an existing firm. In addition, we compare pyramidal subsidiaries with stand-alones whose controlling shareholders own other firms. These stand-alone firms are essentially members of a business group, although they are directly owned by a controlling shareholder. 5 We implement this exercise because controlling shareholders of these stand-alones could have chosen a pyramid structure instead since they already own an existing firm, while for pure entrepreneurs, pyramid structure is not a feasible alternative. The results indicate that pyramidal subsidiaries still exhibit lower profitability compared to stand-alones in horizontal groups. We also implement a series of robustness checks based on matched firm and matched period analyses, and find that our results are unaffected. 5 Almeida and Wolfenzon (2006) refer to this structure as ‘horizontal’ business group to distinguish it from standard pyramids where one firm owns another. Bena and Ortiz-Molina (2013) do not distinguish between pure entrepreneurial and horizontal group structure within stand-alones. 5 Our key set of analyses focuses on the implications of RPTs on the profitability of infant firms. We find that the proportion of RPT-based revenues and expenses relative to total revenues and expenses is the highest among pyramidal subsidiaries set up by large business group members. This proportion is the lowest among pure entrepreneurial standalones whose controlling shareholders do not own other firms. For all infant firms, earnings from RPTs are negative in general, indicating that resources being transferred out of the infant firms to other affiliates are larger than incoming transfers. This imbalance in RPT-based revenues and expenses is the largest in pyramidal subsidiaries set up by large business group members. When we regress overall profitability on RPTs, we find that within pyramidal subsidiaries, revenues generated through RPTs are significantly positively correlated with overall profitability while expenses paid through RPTs are negatively correlated. As a result, RPT earnings are positively correlated with overall profitability. These results suggest that reported profitability of newly set up pyramidal subsidiaries largely depends on resource transfers to and from other existing affiliated firms, and as such may have been inflated by the amount of internal sales. Such positive (negative) relationship between profitability and RPT revenues (expenses) is also observed among stand-alones whose shareholders own other firms, but not among pure entrepreneurial firms. Overall, the findings in this paper suggest that profitability and size well predict the initial ownership structure of a newly established firm. Profitable firms tend to be set up directly by individual shareholders as a stand-alone, while large firms tend to be set-up by corporate shareholders as a pyramidal subsidiary. In addition, RPTs among group member firms have substantial influence on the profitability of newly set up member firms. Our findings suggest that combined effect of RPT-based revenues and expenses on overall 6 profitability of infant firms is negative rather than positive, regardless of the initial ownership structure. The remainder of the paper proceeds as follows. Section 2 reviews the related literature. Section 3 describes the data and sample. Section 4 provides the main empirical results. Section 5 provides a brief conclusion. 2. Literature Review It is fairly well established by now in international corporate finance literature that firms outside U.S. are tightly controlled by individuals or families through chains of intercorporate shareholdings or pyramids. Such chain of ownership allows the controlling shareholders to control not just a single firm, but a number of firms along the control chain which constitute a larger entity referred to as a business group. 6 Researchers have examined various consequences of such distinct corporate control structure. 7 However, despite their ubiquitous nature, formal theory outlining why and how they might arise is still very scant. 8 Traditional understanding of pyramidal business groups is that pyramids allow controlling shareholders to control a large amount of assets with relatively small amount of their own personal capital, thereby creating a wedge or deviation between cash flow or dividend rights and control or voting rights. (Bebchuk, Kraakman, and Triantis, 2000). This deviations provides the controlling shareholders the ability and the incentive to expropriate or tunnel corporate resources out of the firms in the bottom layers of the pyramid structures to those in the top layers or to the controlling shareholders themselves. 6 Morck, Wolfenzon and Yeung (2005) and Kim (2013) provide comprehensive surveys. Claessens, Dijankov, Fan, and Lang (2002), Lins (2003), Bertrand, Mehta, and Mullainathan (2002), Joh (2003), Bae, Kang, and Kim (2002), Baek, Kang, and Park (2004), and Baek, Kang, and Lee (2006) among many others. 8 Kim (2012) suggests that prevalence of partial acquisitions in low investor protection countries may lead to pyramidal business groups. 7 7 Almeida and Wolfenzon (2006) challenge this perspective and argue that the direction of causality is reversed. They emphasize that under poor investor protection where diversion of corporate resources is possible to some extent, pyramids provide the controlling shareholders both financing advantage and payoff advantage compared against a horizontal structure where controlling shareholders directly set up firms on their own. Financing advantage arises since all retained cash flows in an existing firm may be used to set up a new subsidiary whereas in a horizontal structure the family can only use their proportional claims from the existing firm. Payoff advantage arises under diversion since one diverts away more of other people’s money in a pyramid than in a horizontal structure. 9 Our empirical work is broadly motivated by both Bebchuk et al. (2000) and Almeida and Wolfenzon (2006). But since both theories require at least some outside investors to exist from the very beginning of pyramid creation, they implicitly imply that a firm becomes public as soon as it is established, which is quite unlikely in the real world. Moreover, investment opportunities of the parent and the subsidiary are assumed to be independent. Specifically, neither study considers related party transaction as an important channel through which the cash flows in the parent and the subsidiary could well be correlated, which is the key focus in our study. 10 There are only few exiting studies up to date that empirically test the implications provided in Almeida and Wolfenzon (2006). One is Almeida, Park, Subrahmanyam, and Wolfenzon (2011), who use detailed ownership data for large business groups or chaebols in Korea designated by the Korea Fair Trade Commission (KFTC). They examine the dynamics or evolution of business groups by examining additions of group members and 9 There are some subtle semantic issues. Although the concept of diversion in Almeida and Wolfenzon (2006)’s original theory is essentially tunneling, Almeida et al. (2011) refer to their theory as ‘selection’ hypothesis while ‘tunneling’ is used to refer to the traditional perspective by Bebchuk et al.(2000), which is somewhat confusing. 10 Cheung, Rau, and Stouraitis (2006) study implications of related party transactions in Hong Kong. 8 show that chaebols create pyramids by acquiring firms with low pledgeable income. 11 They do not directly examine new establishments, but instead focus on acquisitions as the main channel of new member firm addition. This is presumably due to the fact that the theory critically depends on existence of outside investors when the new firm is set up and this is more likely in acquisitions than in new establishments. Our study is similar to theirs in that we examine ownership structures in Korean firms. But, the approaches in the two studies are fundamentally different in the following respects. First, their study exclusively focuses only on chaebols or large business groups designated by KFTC while we focus on all newly established firms regardless of their size or business group membership. In fact, chaebol subsidiaries only account for 6.7% of our sample of new firms. As such, the key focus of their paper is the evolution of business groups while ours is the initial shareholder structure of newly set up firms regardless of chaebol membership. Second, they identify new membership in a business group through acquisitions only and ignore new establishments. To the contrary, our focus is specifically on newly established firms. In addition, we examine the implications of related party transactions within business groups which has not been analyzed in Almeida and Wolfenzon (2006). The other one is Bena and Ortiz-Molina (2013) who resort to a large sample of newly established firms in Europe and compare firm size and profitability between pyramidal subsidiaries and stand-alones. The first part of our empirical analysis largely follows this approach and confirms their findings for our sample of Korean firms. Our key contribution above and beyond what they find is that we directly examine how the intensity of related party transactions among member firms may affect the level of profitability in newly established firms. Specifically, we measure the extent to which intra11 Masulis, Pham, and Zein (2011) examine business groups around the world and argue that financing advantage is key driver of pyramidal structures in countries and firms with financing constraints. 9 business group deals are correlated with the overall profitability and further test whether existing member firms are more likely to subsidize the new firms or expropriate them. In doing so, we also carefully distinguish stand-alone firms into those whose controlling shareholders own other exiting firms which imply a horizontal form of a business group, and those whose controlling shareholders do not own any other firms which are more likely to reflect a pure entrepreneurial start up. 12 This distinction allows us to effectively compare pyramidal subsidiaries with those stand-alones that could have been set up as a pyramidal subsidiary through another existing firm owned by the controlling shareholder. 3. Data and Sample Construction To construct a sample of newly established corporations, we first resort to the universe of firms that are subject to mandatory external auditing. Korean accounting regulations require all corporations, including privately held firms, with total assets in excess of KRW 10 billion (roughly USD 10 million) to hire an external accounting firm, have their financial statements audited, and file the audited statements with the Korea Financial Supervisory Services (FSS). KIS-VALUE, a database maintained by the National Information and Credit Evaluation (NICE) Inc., a local data vendor, compiles the filings made by these externally audited firms into electronic format. The information provided in KIS-VALUE includes the date of initial incorporation, the identity of the business group to which the firm belongs if applicable, names and proportional ownership of the top five largest shareholders, as well as standard financial accounting items. We augment ownership data with manually collected information from Data Analysis, Retrieval and Transfer (DART) System, an electronic disclosure platform similar to EDGAR in U.S. 12 Bena and Ortiz-Molina (2013) do not make such a distinction among their stand-alone firms. 10 We initially start out with around 9,000 manufacturing firms that are subject to external auditing as of 2012. Many of these firms, however, initially started out as a smaller corporation that was not subject to external auditing, but eventually grew large enough to be covered by KIS-VALUE through external auditing. In addition, ownership information for largest shareholders is available only after 1999. To filter out these old firms, we restrict our sample to those firms that were newly established between 2000 and 2012. This initial cut-off leaves us with 3,266 firms. We further filter out the following cases from the sample; those without any shareholder information within 4 years of establishment, firms that are newly formed as a result of spin-offs or split-ups as these do not reflect a genuine new set up, firms without original filing documents available at FSS, firms incorporated in 2012 as financial reports from those firms are not yet available, and firms with foreign shareholders. 13 It is often the case that financial statements are unavailable until 2 or 3 years after incorporation. To utilize as much information as possible, we keep the firm in the sample as a newly established firm as long as it was established within 1 to 3 years of the first available financial data. 14 After this filtering, we end up with our final sample of 1,368 new manufacturing firms established between 2000 and 2011 in Korea. For these firms, we identify their top five shareholders. If any of the top five shareholders include a corporation, we classify this firm as a pyramidal subsidiary, following Bena and Ortiz-Molina (2013). Otherwise, i.e. if all top five shareholders are individuals, we classify it as a stand-alone. 15 For pyramidal subsidiaries, we further classify them as members of large business groups, or chaebols, if any of the corporate 13 Firms with foreign shareholders are excluded mainly because information on their ownership of other firms or business group affiliation is unavailable. 14 Bena and Ortiz-Molina (2013) and Klapper, Laeven, and Rajan (2006) also resort to a similar approach. 15 Technically, a pyramidal subsidiary requires a non-zero outside ownership which implies less than 100% ownership by the parent firm. With this caveat in mind, but given that business groups are generally reported to be in pyramidal structure and for lack of a better yet simple antonym of a ‘stand-alone’, we chose to retain this expression. Bena and Ortiz-Molina (2013) refer to these firms as ‘firms with parent companies.’ 11 shareholders is a member of a large business group designated by the Korea Fair Trade Commission (KFTC). For stand-alone firms, we further classify them as pure entrepreneurial stand-alones if none of the individual shareholders own and control another exiting firm at the time of initial incorporation. 16 Otherwise, i.e. if some individual shareholders own and control other existing firms, we classify them as horizontal group stand-alones. As a result, our sample of newly established firms is classified into four distinct groups; pyramidal subsidiaries of chaebols, pyramidal subsidiaries of nonchaebols, pure entrepreneurial stand-alones, and horizontal group stand-alones. 17 4. Empirical Results 4.1. Distribution of newly established firms: stand-alones vs. pyramidal subsidiaries Table 1 presents the distribution of the four groups of new established infant firms based on the number of firms and also combined total assets. The numbers indicate that stand-alones account for around 2/3 of the sample, while pyramidal subsidiaries make up the remaining 1/3. Among the four groups, pure entrepreneurial stand-alones account for the largest portion, 48.6%, followed by non-chaebol subsidiaries (27.6%), horizontal group stand-alones (17%), and chaebol subsidiaries (6.7%). In terms of combined total assets, however, the ordering is somewhat reversed. For example, combined total assets of chaebol subsidiaries account for 39.5%, which is the largest among the four groups, followed by non-chaebol subsidiaries (29%), pure entrepreneurial stand-alones (20.1%), and horizontal group stand-alones (11.4%). These results suggest the following. First, pyramidal subsidiaries are an important channel through which infant firms are being created. Especially in terms of total assets, they account for more than 2/3 of all combined assets of the newly established firms. This 16 This classification is done manually through extensive web search. We also tried identifying horizontal group stand-alones that are affiliated with a chaebol, but there were only 7 cases. Thus, we did not pursue further classification. 17 12 provides a challenge against the traditional convention of employing a pure entrepreneurial model as the only alternative of setting up an infant firm. Second, there seems to be substantial differences in firm size between stand-alones and pyramidal subsidiaries, consistent with what Bena and Ortiz-Molina (2013) find in their European sample. For example, chaebol subsidiaries’ combined total assets account for 39.5% of all combined assets while they only make up 6.7% in terms of number of firms. This suggests that the magnitude of the required investment could be a potential factor that determines the initial ownership structure of the newly established firm. Table 2 provides median size and profitability characteristics for our sample of newly set up firms in different industries. Profitability is proxied by EBIT scaled by total assets. We also report median equity scaled by total assets in the next column. Overall, median total assets for the full sample is KRW 8.3 billion, or roughly USD 8 million.18 Median profitability and proportion of equity is 4% and 35.7%, respectively. A more detailed look at each industry yields some interesting results. For example, in leather, bags, shoes manufacturing industry which exhibits the highest EBIT margin of 30%, all newly established firms are stand-alones, either horizontal group or pure entrepreneurial. That is, all 8 infant firms in this industry during our sample period were set up by individual shareholders regardless of whether or not they own other firms, but no corporate shareholder participated in the initial establishment. This is consistent with the idea that controlling families prefer to retain good projects among themselves and not share them with other outside shareholders of business group firms. (Almeida and Wolfenzon (2006), Almeida et al. (2011), and Bena and Ortiz-Molina (2013)). This suggests that the profitability of an investment opportunity could affect the initial 18 This may seem odd at first since the current minimum cutoff for mandatory external auditing is KRW 10 billion. This is potentially due to the following. First, the cutoff was KRW 7 billion up to 2008. Second, many firms’ reported financial numbers in KIS-VALUE go back further beyond the first year of external auditing, although they are not available from DART. 13 shareholder structure of a newly established firm. In fact, controlling families of Korean chaebols are often criticized by the local media for taking advantage of a profitable yet stable business opportunity by setting up firms solely owned by the family members. 19 4.2. Comparison of Firm Size In this subsection, we formally compare average firm size between pyramidal subsidiaries and stand-alones as well as among the four groups of infant firms. 20 We focus on the first three fiscal years following the initial establishment and define them as infant firm-years. We consider both total assets and fixed assets as proxies for the size of the initially required investment. The results from Panel A of Table 3 indicate that newly set up pyramidal subsidiaries are much larger than newly set up stand-alones. For example, average total (fixed) assets for pyramidal subsidiaries is KRW 41.7 (27.5) billion while the corresponding numbers for stand-alones is only KRW 9.9 (5.7) billion, the difference of which is both statistically and economically significant. That is, newly set up pyramidal subsidiaries are on average 4 to 5 times as large as those set up by individual shareholders only. This is consistent with the intuition provided in Almeida and Wolfenzon (2006) that pyramids provide financing advantage to the controlling families by allowing them to use all cash flows retained in the parent firm to set up a new firm. This financing advantage leads them to set up larger firms as pyramidal subsidiaries. In Panels B and C, we separate pyramidal subsidiaries into chaebols and nonchaebols, and compare them against stand-alones. The results indicate that pyramidal subsidiaries are larger than stand-alones regardless of whether they belong to chaebols or 19 The firms directly set up by chaebol families are typically in business services industries which are not included in the sample used in this study. 20 The structure of analysis in this and the next subsection broadly follows those employed by Bena and Ortiz-Molina (2013). 14 non-chaebols. In Panel D, we compare chaebol subsidiaries with non-chaebol subsidiaries, and find that the former is larger than the latter by 5 to 6 times. This suggests that among business groups, chaebols exhibit greater financing capacity than non-chaebols or smaller business groups in setting up new subsidiaries. In Panel E, we compare all pyramidal subsidiaries against horizontal group standalones, i.e. those whose individual shareholders own other existing firms. Individual shareholders in horizontal groups may be less financially constrained than pure entrepreneurs since the former has enough financial resources to own other firms. The results indicate that differences in firm size still exist even when we exclude pure entrepreneurial stand-alones from the analysis. In addition to asset size, we next consider inside equity investment as an alternative proxy for the size of the initially required investment amount. Inside equity is defined as equity supplied by the largest shareholder. In Table 4, we compare dollar amount inside equity (in KRW billion) as well as those scaled by total assets across different groups of firms in a similar way as in Table3. The results from Panel A of Table 4 indicate that the amount of equity capital provided by the largest shareholder is much larger in pyramidal subsidiaries than in standalones. For example, the dollar amount invested by the parent firm in a pyramidal subsidiary is more than 7 times as large as those invested by the individual largest shareholder in a stand-alone firm. Moreover, the proportion of total assets financed by inside equity is also significantly larger in pyramidal subsidiaries than in stand-alones, indicating that stand-alone firms require more outside financing due to potential financial constraints faced by their individual shareholders. Such differences in inside equity exist regardless of whether pyramidal subsidiaries are from chaebols or non-chaebols, or whether stand-alones only include those from horizontal group or not, as we observe in 15 Panels B, C, and E of Table 4. Nevertheless, chaebol subsidiaries are provided with much larger equity capital from their parent firms compared to non-chaebol subsidiaries as reported in Panel D of Table 4. Overall, the results from Tables 3 and 4 strongly suggest that the size of the required investment is an important determinant of the initial shareholder structure of infant firms, as predicted by Almeida and Wolfenzon (2006) and verified for a sample of European firms in Bena and Ortiz-Molina (2013). Firms that require large amount of capital are more likely to be set up as a subsidiary of a corporate parent, while those that require smaller amount of initial investment may be set up by individual shareholders. 4.3. Comparison of Profitability In Table 5, we compare profitability among different groups of infant firms as we did in Tables 3 and 4. Our baseline measure of profitability is EBITDA scaled by total assets. We also consider EBIT scaled by total assets since this variable is more readily available for a larger subset of the full sample. As in Tables 3 and 4, we consider first three fiscal years following the initial establishment as infant firm-years and include them in the analysis. The results from Panel A of Table 5 indicate that on average stand-alones are more profitable than pyramidal subsidiaries based on both measures of profitability. Further analyses in Panels B, C, and E suggest that such differences in profitability do not depend on whether the pyramidal subsidiaries are chaebols or non-chaebols, or whether standalones are owned by individual shareholders who own other existing firms. Moreover, we do not observe a significant difference between chaebol subsidiaries and non-chaebol subsidiaries in terms of their profitability. These results suggest that good investment opportunities are more likely to be taken advantage of by individual entrepreneurs and less 16 likely to be shared with other outside shareholders in the business group, consistent with the predictions in Almeida and Wolfenzon (2006) and findings in Bena and Ortiz-Molina (2013). In Table 6, we consider the effect of firm size and profitability simultaneously on the initial shareholder structure of infant firms in a multivariate framework. Specifically, we estimate probit models where the dependent variable, namely pyramid dummy, takes value of one if the initial shareholders of an infant firm include a corporation and zero if its initial shareholders consist only of individuals. The main explanatory variables are profitability measured as EBITDA scaled by total assets and natural logarithm of total assets (in KRW billion). We also control for the largest initial shareholder’s ownership stake as well as industry fixed effects and year fixed effects. The results from the first two columns of Table 6 indicate that the effect of firm size and profitability on the initial shareholder structure is consistent with those reported in the previous univariate analyses. Specifically, profitability is negatively correlated while firm size is positively correlated with the likelihood of an infant firm being set up as a pyramidal subsidiary even when both variables are considered together after controlling for the largest shareholder’s ownership stake as well as industry and year fixed effects. In the next two columns, we exclude pure entrepreneurial stand-alones and reestimate the probit specification. The idea is that individual shareholders of stand-alones who own other existing firms, i.e. controlling shareholders of a horizontal group, may have chosen to set up the new infant firm as a pyramidal subsidiary of the firms that they already own. By excluding pure entrepreneurial stand-alones whose shareholders do not own any other firms to create a pyramidal subsidiary to begin with, we may examine a genuine ‘choice’ between a pyramidal subsidiary and a stand-alone. The results from columns (3) and (4) of Table 6 indicate that the negative (positive) effect of profitability 17 (firm size) on the likelihood of a pyramidal subsidiary still holds even after excluding pure entrepreneurial stand-alones. Overall, the results from this and the previous sub-section suggest that the way new infant firms are set up strongly depends on the size of required investment and potential profitability. Investment opportunities that require relatively small amount of capital and provides relatively high profit margins are taken advantage of by individual entrepreneurs who do not want to share the profits with other outside shareholders. On the other hand, projects that require a large amount of investment but provide only small or even negative profitability are implemented through pyramidal subsidiaries where any potential loss from the project may be shared with the outside shareholders of the existing parent firm. 21 4.4. Related Party Transactions (RPTs) and Profitability Existing theories in corporate finance typically model investment opportunity assuming a single stand-alone firm. Even in Almeida and Wolfenzon (2006)’s model where multiple firms are explicitly considered, respective investment opportunities of a parent and a potential subsidiary are assumed to be independent. Such tendency is presumably due to the fact that most firms in U.S. are stand-alone style that do not belong to a business group. However, growing literature in international corporate finance documents that most firms outside U.S. belong to a business group, for which internal transactions among member firms constitute a significant portion of their normal business activity. For example, internal sales among member firms within Hyundai Motors Group, the 2nd largest family-controlled business group in Korea, amounts up to 20.7% of their total 21 The controlling shareholders may still benefit from a loss making pyramidal subsidiary if they are able to divert corporate resources, or tunnel, from the pyramidal subsidiary, as suggested by Almeida and Wolfenzon (2006). In fact, their theory predicts a pyramidal subsidiary precisely when its after-diversion NPV is negative. 18 gross sales aggregated across all member firms in 2011. 22 Once we exclude publicly traded firms and restrict member firms to privately held firms, corresponding proportion of internal sales increases up to 41.6%. That is, close to a half of all sales by private firms within Hyundai Motors Group are made to other member firms within the same business group. As such, infant firms’ profitability may critically depend on the degree and intensity of related party transactions. For example, an infant firm may generate easy sales if other member firms, including the direct parent firm, provide substantial amount of contracts to the infant firm. On the other hand, an infant firm may easily generate a loss if it buys too much raw materials, intermediate goods, or even finished goods from other members of the business group, including the parent. 23 We now explore the implications of related party transactions made by infant firms on their profitability. To our knowledge, this is the first paper to examine how related party transactions may subsidize or expropriate the newly established infant firms, which is the key focus and contribution of this study. RPT data items are available from KIS-VALUE which collects information on RPTs originally available from footnotes of audited financial statements. 24 KIS-VALUE identifies each reported RPT and assigns them into four types; RPT sales, other RPT revenues, RPT cost of goods (COG) purchased, and other RPT expenses. The first two types imply cash generated from related parties and the last two imply cash paid to related 22 Press release by the Korea Fair Trade Commission, September 3, 2012 (in Korean). Related party transactions based on non-market prices inherently favors one party over the other. Thus, such deals would lead to either tunneling or propping. KFTC imposes a tight regulation on related party transactions implemented at non-market prices. We do not pursue this issue further in this study, however, mainly because our measures of RPTs are aggregated over a fiscal year and thus do not provide price information at the transaction level. 24 Korean GAAP requires all corporations to disclose any transactions with a related party in the footnote of the financial statements. Related parties include entities (both natural persons and legal persons) that effectively control or are controlled by or are under the same controlling shareholder as the given firm, including parents, subsidiaries, and other members of the same business group. Related parties also include individuals such as executive management of a given firm or a parent firm, and family members of the controlling shareholder or executives. 23 19 parties. KIS-VALUE then aggregates transaction amount for each type, which we use as inputs in our calculation of RPT measures. We consider three RPT metrics that are designed to capture the intensity of internal sales within a business group, internal purchases within a business group, and overall net income generated within a business group. Specifically, we define the following three RPT measures; 𝑅𝑅𝑅𝑅𝑅𝑅 𝑅𝑅𝑅𝑅𝑅𝑅𝑅𝑅𝑅𝑅𝑅𝑅𝑅𝑅𝑅𝑅 = 𝑅𝑅𝑅𝑅𝑅𝑅 𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸 = RPT sales + other RPT revenues sales + non operating revenues (1) RPT COG purchased + other RPT expenses COG purchased + selling and admin expenses + non operating expenses (2) 𝑅𝑅𝑅𝑅𝑅𝑅 𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸𝐸 = RPT sales + other RPT revenues − RPT COG purchased − other RPT expenses (3) sales + non operating revenues We calculate these measures up to 5 years since the initial establishment. Since all measures are scaled, the estimates reflect relative proportions of sales, expenses, and earnings that are generated through related party transactions. 25 Table 7 presents averages of each of the three measures of RPTs for each of the four groups. For all infant firms, RPT revenues account for 9% of all revenues and RPT expenses account for 7.7% of all expenses. Although proportional RPT expenses are smaller than RPT revenues, RPT earnings are negative on average, implying that dollar amount of RPT revenues are smaller than RPT expenses, potentially due to larger scaling factor for the expenses. We observe negative RPT earnings regardless of whether the infant firm is a pyramidal subsidiary or a stand-alone. Such negative RPT earnings 25 We scale dollar amount RPT earnings by total sales and total non-operating revenues rather than net income mainly because net income is negative in many cases. 20 indicate that more resources are transferred out of the newly set up infant firms into other affiliated firms than into infant firms out of other existing member firms. Once we separate pyramidal subsidiaries from stand-alones, we observe a stark contrast. Specifically, the proportion of RPTs is much larger in pyramidal subsidiaries than in stand-alones in terms of both revenues and expenses. Moreover, magnitudes of the negative earnings are much larger in pyramidal subsidiaries than in stand-alones, indicating that member firms may be expropriating the infant firm rather than subsidizing them. In contrast, stand-alone firms do not exhibit much related party transactions nor are their RPT earnings extremely negative. These results suggest that RPTs are much more frequently observed in pyramidal subsidiaries than in stand-alones. Out of the four groups of infant firms, pyramidal subsidiaries set up by chaebols exhibit the largest proportion of RPTs. In fact, the proportion of RPT expenses amounts up to 44.3% of all expenses. That is, close to a half of all expenses paid by a newly set up chaebol subsidiary is actually paid to other members of the same business group. Reflecting this huge reliance on affiliates for raw materials and other inputs, earnings generated from RPTs for chaebol subsidiaries are extremely negative, even though the proportion of RPT revenues are the highest among the four groups of infant firms. These results suggest that pyramidal subsidiaries, especially those set up by chaebols, may have been created to subsidize other existing member firms than to be subsidized by them. In contrast, pure entrepreneurial firms exhibit the lowest proportion of RPTs in terms of both revenues and expenses. This may seem odd at first since pure entrepreneurs do not own any other existing firms and thus there is no other member firm or an affiliated firm to begin with. However, related parties as defined in the disclosure requirements also include individual controlling shareholders, executive managers as well as their family members. Thus, even for pure entrepreneurial stand-alones, the proportion of RPTs may 21 well be non-zero. But still, low levels of proportional RPTs for these firms imply that RPTs with individual related parties is relatively trivial. We may infer from this result that the vast majority of RPTs are being generated between firms than between a firm and an individual. Finally, we examine how RPTs may affect the overall profitability of infant firms in a multivariate context. In the previous sections, we have observed that profitability is lower in pyramidal subsidiaries than in stand-alones. According to Almeida and Wolfenzon (2006), Almeida et al. (2011), and Bena and Ortiz-Molian (2013), such low profitability is a result of a selection and reflects the inherent characteristics of the technology or the investment opportunity, such as high required investment or low revenues. Hence, they emphasize that the low profitability is not driven by ex post tunneling motivated through ex post deviation of cash flow rights from voting rights. However, if the post-establishment profitability is largely driven by RPTs which is clearly a choice variable of the controlling shareholder, it would be difficult to argue that low profitability is a result of selection. In Table 8, we report the OLS results where the dependent variable is profitability proxied by EBITDA scaled by total assets. The key explanatory variables are the three measures of RPTs. If RPTs affect the overall profitability of the infant firms, we expect the coefficients on RPT revenues and RPT earnings to be positive, and those on RPT expenses to be negative. It is important to note that above predictions do not simply reflect some mechanical relationships. For example, if RPT revenues and genuine arm’s length sales to outside customers are negatively correlated (e.g. affiliates tend to help out the infant firm when genuine sales decrease), and RPT revenues are relatively smaller than genuine revenues, the coefficient on RPT revenues may turn out to be negative. 22 In Panel A, we report the results for the pyramidal subsidiaries, and in Panel B, those for stand-alones. 26 The results from the first column in Panel A of Table 8 indicate that RPT revenues are positively correlated with the overall profitability while RPT expenses are negatively correlated , consistent with our predictions. For example, a one standard deviation increase in RPT revenues increases the overall profitability by 5.7% points, while a one standard deviation increase in RPT expenses reduces the overall profitability by 1.1% points. In column (2), we focus on the effect of RPT earnings, which combines both RPT revenues and RPT expenses. The results indicate that RPT earnings are positively correlated with the overall profitability, again consistent with our predictions. When we separate chaebol subsidiaries and non-chaebol subsidiaries in columns (3), we do not observe a significant difference between the two groups. Interestingly, the effect of RPT earnings on overall earnings are much smaller for chaebol subsidiaries than for nonchaebol subsidiaries, which suggests that for chaebols, affiliated firms may be helping out or propping the infant firm to some extent when overall profitability is low. In Panel B of Table 8, we estimate similar regression coefficients for the stand-alone infant firms. In this panel, we interact the three measures of RPTs with a horizontal group dummy, which equals one if the individual shareholders of the stand-alone firm own other existing firms. The results indicate that when horizontal group dummy is zero, i.e. for pure entrepreneurial stand-alones, RPTs do not contribute to the overall profitability. This is partly due to the fact that there is little variation in RPT measures for pure entrepreneurial stand-alones since their RPT proportions are quite low. These insignificant results also suggest that RPTs with individuals do not affect the overall profitability of RPT engaging firms. 26 The main reason we run two separate regressions is that we were reluctant to employ a triple interaction term which is cumbersome to interpret. 23 However, for horizontal group stand-alones whose shareholders own other existing firms, the results are similar to those reported for pyramidal subsidiaries. That is, RPT revenues and RPT earnings are positively correlated while RPT expenses are negatively correlated with the overall profitability. Overall, the results from this subsection clearly indicate that infant firms, especially pyramidal subsidiaries set up by chaebols, engage in substantial amount of related party transaction. Moreover, these RPTs influence the overall profitability of infant firms. Specifically, except for pure entrepreneurial firms, RPT revenues and earnings increase the overall profitability while RPT expenses reduce the overall profitability of infant firms. These results cast some doubt on the selection hypothesis proposed by Almeida and Wolfenzon (2006) and verified by Almeida et al. (2011) and Bena and Ortiz-Molina (2013) since pyramidal subsidiaries’ profitability is largely determined by ex post subsidization or expropriation by other member firms than its inherent characteristics of the technology. In figure 1, we track the average profitabilities (EBITDA/total assets) of both standalones and pyramidal subsidiaries over a longer period, up to 11 years after the initial establishment. In Panel A, we report the overall profitability including RPT earnings, while in Panel B, we exclude those earnings generated through RPTs. Specifically, profitability in Panel B is calculated as (EBITDA – RPT Earnings) scaled by total assets. The results from Panel A indicate that in earlier years, there is a discrepancy in profitability between the two groups, but over time, pyramidal subsidiaries catch up and by year 8, the differences in profitability largely disappears. This pattern is similar to those reported in Almeida et al. (2011) and Bena and Ortiz-Molina (2013) and suggest that postestablishment tunneling due to deviation of cash flow and control is not likely to be the cause of the low profitability. 24 When we exclude RPT related earnings in Panel B, however, profitability of pyramidal subsidiaries seem to remain rather persistent at around zero. This suggests that their genuine profitability may be much lower that the reported profitabilities which include earnings generated through RPTs. 4.5. Robustness Checks Our first set of empirical tests compared firm size and profitability between pyramidal subsidiaries and stand-alones. But, our initial univariate tests did not appropriately control for potential heterogeneity in firm characteristics between the two groups. To address this concern, we first match the firms in the two groups based on twodigit KSIC industry classification and then based on the number of years since the initial establishment. The results reported in Tables 9 and 10, respectively, indicate that the baseline results remain valid after matching firms based on industry and age. Specifically, pyramidal subsidiaries still exhibit larger firm size and lower profitability compared to their matched sample of stand-alone firms. 5. Conclusion Little is known about how firms are created in the very early stages of a firms’ financial life cycle. Even less is known about the dynamics between existing business group member firms and the newly established pyramidal subsidiary. We directly address these unexplored research questions. Based on a sample of 1,368 newly established manufacturing firms in Korea set up between 2000 and 2011, we first document that new firms whose initial shareholders do not include any corporation, i.e. stand-alones, exhibit higher profitability and smaller asset 25 size compared to those new firms whose initial shareholders include corporations, i.e. pyramidal subsidiaries. This finding is consistent with the predictions in Almeida and Wolfenzon (2006) and findings in Bena and Ortiz-Molina (2013), who suggest that controlling families prefer to monopolize a good investment opportunity if they can finance it on their own. But if the project is too big and its’ profitability is expected to be mediocre or even negative, controlling family would set up a pyramidal subsidiary using all cash flows available in the parent firm and potentially divert away or tunnel some corporate resources out of the subsidiary for personal benefits. We next explore the implications of related party transaction on the profitability of newly set up firms, which is our key focus and contribution. We find that pyramidal subsidiaries, especially those set up by the chaebols engage in significant amounts of related party transactions. Moreover, except for pure entrepreneurial cases where the entrepreneur does not own any other existing firm, revenues and earnings generated through related party transactions contribute to the overall profitability of infant firms while expenses paid to related parties erode overall profitability. These results strongly suggest that the intensity of related party transactions is a key driver of the profitability of infant firms. Most existing corporate finance theories model a firm as an independent business opportunity. In our sample, pure entrepreneurial stand-alones mostly correspond to this description. Although they account for almost half of all new infant firms, the remaining half belong to a business group either as a pyramidal subsidiary or a horizontal group stand-alone. To fully understand the dynamics of infant firm behavior, especially those in emerging markets, we believe that it is crucial to explicitly take into account the costs and benefits of related party transactions that surrounds an infant firm. 26 References Almeida, H., S. Y. Park, M. G. Subrahmanyam, and D. Wolfenzon, 2011, The structure and formation of business groups: Evidence from Korean chaebols, Journal of Financial Economics 99, pp. 447-475. Almeida, H., and D. 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Yeung, 2005, Corporate governance, economic entrenchment and growth, Journal of Economic Literature 43, pp. 657-722. Zingales, L. 2000, In search of new foundations, Journal of Finance 55, pp. 1623-1653. 28 Table 1 Distribution of Newly Established Firms: Stand-alones vs. Pyramidal Subsidiaries This table reports the distribution of newly established firms in the Korean manufacturing sector from 2000 to 2011 grouped by initial ownership structure. Firms estblished through spin-offs, splits, or foreign investments are excluded. We define new firm-years as those fiscal years within 1 to 3 years of the initial establishment. Each row presents the number of new firms and the sum of total assets of these new firms for each ownership structure type. Total assets are averaged across years 1 through 3 for a given new firm before being aggregated. Stand-alones are those whose initial shareholders consist of only individuals. Pyramidal subsidiaries are those whose initial shareholders include at least one corporation. The first column reports the total number and combined assets for all newly established firms in the sample. The remaining columns report the relative proportions of stand-alone firms and pyramidal subsidiaries. Stand-alone firms are further broken down into those whose shareholders own other existing firms (horizontal group) and those whose shareholders do not own any other firms (pure entrepreneurial). Pyramidal subsidiaries are further broken down into those whose shareholders are members of large business groups (chaebols) designated by the Korea Fair Trade Commission (KFTC), and those whose shareholders are not (non-chaebols). All new firms Number of new firms Combined total assets (KRW bil) Stand-alones Pyramidal Subsidiaries Horizontal All Pure All pyramidal Large business Non-chaebol group stand-alones entrepreneurial subsidiaries group (chaebol) 1,368 65.6% 17.0% 48.6% 34.4% 6.7% 27.6% 27,377 31.5% 11.4% 20.1% 68.5% 39.5% 29.0% 29 Table 2 Distribution of Newly Established Firms by Industry This table reports the distribution of newly established firms in the Korean manufacturing sector from 2000 to 2011 for each industry based on two-digit KSIC-9 codes. Firms estblished through spin-offs, splits, or foreign investments are excluded. We define new firm-years as those fiscal years within 1 to 3 years of the initial establishment. Total assets are averaged across years 1 through 3 for a given new firm before taking cross-sectional medians. Stand-alones are those whose initial shareholders consist of only individuals. Pyramidal subsidiaries are those whose initial shareholders include at least one corporation. Stand-alone firms are further broken down into those whose shareholders own other existing firms (horizontal group) and those whose shareholders do not own any other firms (pure entrepreneurial). Pyramidal subsidiaries are further broken down into those whose shareholders are members of large business groups (chaebols) designated by the Korea Fair Trade Commission (KFTC), and those whose shareholders are not (non-c haebols). Industry Code (2 digit) 10 11 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 Industry Category (Manufacturing) Food Beverages Textiles (exc. Clothing) Clothing Leathers, Bags, Shoes Wood products (exc. Furnitures) Pulp, Papers Publishing Cokes, Coals, Petroleum Chemicals (exc. Pharmaceuticals) Phamaceutical Rubbers, Plastics Non-metal minerals Basic Metal Metal Processing Electronics Medical, Precision, Optical Electric equipment Other machinery, equipment Automobiles Other transportation equipment Furnitures Other products Total N 61 12 20 43 8 4 20 10 3 106 17 62 60 95 103 254 52 55 177 127 69 3 7 1,368 All New Firms Stand-alones Pyramidal Subsidiaries Median Median Median Pure Large busiAll Horizontal All pyramidal Total assets EBIT/Total Equity/Total entreness group Non-chaebol stand-alones group subsidiaries (KRW bil) Assets Assets preneurial (chaebol) 9.6 2.6% 24.5% 59.0% 13.1% 45.9% 41.0% 8.2% 32.8% 17.7 1.1% 15.6% 50.0% 8.3% 41.7% 50.0% 16.7% 33.3% 10.1 4.6% 19.2% 90.0% 10.0% 80.0% 10.0% 5.0% 5.0% 9.0 10.4% 24.1% 81.4% 25.6% 55.8% 18.6% 4.7% 14.0% 7.7 30.0% 35.6% 100.0% 25.0% 75.0% 0.0% 0.0% 0.0% 4.9 1.7% 33.7% 50.0% 0.0% 50.0% 50.0% 0.0% 50.0% 8.4 2.0% 23.5% 45.0% 15.0% 30.0% 55.0% 5.0% 50.0% 3.4 6.8% 27.2% 90.0% 20.0% 70.0% 10.0% 0.0% 10.0% 12.2 7.2% 33.3% 33.3% 0.0% 33.3% 66.7% 33.3% 33.3% 8.0 1.5% 29.9% 46.2% 11.3% 34.9% 53.8% 24.5% 29.2% 5.9 -3.3% 60.2% 41.2% 29.4% 11.8% 58.8% 11.8% 47.1% 7.1 5.9% 21.4% 79.0% 29.0% 50.0% 21.0% 4.8% 16.1% 11.3 1.6% 23.9% 53.3% 23.3% 30.0% 46.7% 16.7% 30.0% 10.8 4.4% 19.5% 57.9% 16.8% 41.1% 42.1% 8.4% 33.7% 9.0 3.9% 21.8% 72.8% 8.7% 64.1% 27.2% 1.9% 25.2% 7.9 4.0% 31.5% 66.1% 18.5% 47.6% 33.9% 5.1% 28.7% 6.0 6.0% 31.6% 75.0% 5.8% 69.2% 25.0% 1.9% 23.1% 7.2 4.5% 34.4% 70.9% 16.4% 54.5% 29.1% 7.3% 21.8% 6.7 5.7% 24.3% 75.7% 16.4% 59.3% 24.3% 3.4% 20.9% 9.2 3.4% 22.2% 59.8% 19.7% 40.2% 40.2% 3.1% 37.0% 10.4 4.2% 20.0% 65.2% 24.6% 40.6% 34.8% 1.4% 33.3% 17.0 2.1% 29.9% 33.3% 0.0% 33.3% 66.7% 0.0% 66.7% 8.2 6.7% 30.6% 71.4% 0.0% 71.4% 28.6% 0.0% 28.6% 8.3 4.0% 35.7% 65.6% 17.0% 48.6% 34.4% 6.7% 27.6% 30 Table 3 Firm Size: Pyramidal Subsidiaries vs. Stand-alones This table presents average total assets and fixed assets (in KRW billion) for various groups of newly established firms in the Korean manufacturing sector from 2000 to 2011. We define new firm-years as those fiscal years within 1 to 3 years of the initial establishment. Differences between the groups and related t-statistics are also reported. Panel A compares all pyramidal subsidiaries against all standalones. Panel B compares pyramidal subsidiaries whose parent companies are affiliated with large business groups (chaebol subsidiaries) against all stand-alones. Panel C compares pyramidal subsidiaries whose parent companies are not affiliated with large business groups (non-chaebols subsidiaries) against all stand-alones. Panel D compares chaebol subsidiaries against non-chaebol subsidiaries. Panel E compares all pyramidal subsidiaries against stand-alones whose shareholders own other firms (horizontal group). Large business group affiliation is based on KFTC’s annual designation. The last two columns report the number of firm-years (up to three per firm) used for each group of new firms. Panel A: All Pyramidal Subsidiaries vs. All Stand-alones Total Assets Fixed Assets All Pyramidal All Stand-alones Subsidiaries 41.7 9.9 27.5 5.7 Difference t-statistic 31.8 21.7 8.42 7.96 N (pyramidal N (stand-alones) subsidiaries) 1,241 2,410 1,233 2,396 Panel B: Chaebol Subsidiaries vs. All Stand-alones Total Assets Fixed Assets Chaebol All Stand-alones Subsidiaries 121.5 9.9 80.3 5.7 Difference t-statistic 111.6 74.6 6.39 5.92 N (chaebol N (stand-alones) subsidiaries) 247 2,410 247 2,396 Panel C: Non-chaebol Subsidiaries vs. All Stand-alones Total Assets Fixed Assets Non-chaebol All Stand-alones Subsidiaries 21.9 9.9 14.3 5.7 Difference N (non-chaebol N (stand-alones) subsidiaries) 9.94 994 2,410 9.28 986 2,396 t-statistic 12.0 8.5 Panel D: Chaebol Subsidiaries vs. Non-chaebol Subsidiaries Total Assets Fixed Assets Chaebol Subsidiaries 121.5 80.3 Non-chaebol Subsidiaries 21.9 14.3 Difference t-statistic 99.6 66.1 5.70 5.23 N (chaebol subsidiaries) 247 247 N (non-chaebol subsidiaries) 994 986 N (pyramidal subsidiaries) 1,241 1,233 N (horizontal group) 596 594 Panel E: All Pyramidal Subsidiaries vs. Horizontal Group Stand-alones Total Assets Fixed Assets All Pyramidal Subsidiaries 41.7 27.5 Horizontal Group 14.2 8.6 Difference 27.5 18.9 31 t-statistic 6.88 6.56 Table 4 Inside Equity Investment: Pyramidal Subsidiaries vs. Stand-alones This table presents averages of inside equity investment defined as equity supplied by the largest shareholder (in KRW billion) for various groups of newly established firms in the Korean manufacturing sector from 2000 to 2011. We also report averages of inside equity scaled by total assets.We define new firm-years as those fiscal years within 1 to 3 years of the initial establishment. Differences between the groups and related t-statistics are also reported. Panel A compares all pyramidal subsidiaries against all stand-alones. Panel B compares pyramidal subsidiaries whose parent companies are affiliated with large business groups (chaebol subsidiaries) against all standalones. Panel C compares pyramidal subsidiaries whose parent companies are not affiliated with large business groups (non-chaebols subsidiaries) against all stand-alones. Panel D compares chaebol subsidiaries against non-chaebol subsidiaries. Panel E compares all pyramidal subsidiaries against stand-alones whose shareholders own other firms (horizontal group). Large business group affiliation is based on KFTC’s annual designation. The last two columns report the number of firm-years (up to three per firm) used for each group of new firms. Panel A: All Pyramidal Subsidiaries vs. All Stand-alones Inside Equity Inside Equity/Total Assets All Pyramidal Subsidiaries 11.5 24.6% All StandDifference alones 1.6 9.9 16.1% 8.5% N (pyramidal subsidiaries) 8.09 1,235 10.16 989 t-statistic N (standalones) 2,382 2,382 Panel B: Chaebol Subsidiaries vs. All Stand-alones Inside Equity Inside Equity/Total Assets Chaebol Subsidiaries 39.3 32.7% All Standalones 1.6 16.1% Difference 37.6 16.6% t-statistic 6.60 10.13 244 218 N (standalones) 2,382 2,382 N (nonchaebols) 415 771 N (standalones) 2,382 2,382 N (chaebols) Panel C: Non-chaebol Subsidiaries vs. All Stand-alones Inside Equity Inside Equity/Total Assets Non-chaebol Subsidiaries 4.7 22.3% All Standalones 1.6 16.1% Difference 3.1 6.2% t-statistic 8.69 6.82 Panel D: Chaebol Subsidiaries vs. Non-chaebol Subsidiaries Inside Equity Inside Equity/Total Assets Chaebol Non-chaebol Subsidiaries Subsidiaries 39.3 4.7 32.7% 22.3% Difference 34.6 10.4% t-statistic 6.05 5.78 N (chaebols) 244 218 N (nonchaebols) 415 771 Panel E: All Pyramidal Subsidiaries vs. Horizontal Group Stand-alones Inside Equity Inside Equity/Total Assets All Pyramidal Subsidiaries 11.5 24.6% Horizontal Difference Group 2.5 9.1 15.5% 9.1% 32 N (pyramidal N (horizontal subsidiaries) group) 7.02 1,235 593 8.96 989 593 t-statistic Table 5 Profitability: Pyramidal Subsidiaries vs. Stand-alones This table presents averages of two measures of profitability, namely EBITDA/total assets or EBIT/total assets, for various groups of newly established firms in the Korean manufacturing sector from 2000 to 2011. We define new firm-years as those fiscal years within 1 to 3 years of the initial establishment. Differences between the groups and related t-statistics are also reported. Panel A compares all pyramidal subsidiaries against all stand-alones. Panel B compares pyramidal subsidiaries whose parent companies are affiliated with large business groups (chaebol subsidiaries) against all stand-alones. Panel C compares pyramidal subsidiaries whose parent companies are not affiliated with large business groups (non-chaebols subsidiaries) against all stand-alones. Panel D compares chaebol subsidiaries against non-chaebol subsidiaries. Panel E compares all pyramidal subsidiaries against stand-alones whose shareholders own other firms (horizontal group). Large business group affiliation is based on KFTC’s annual designation. The last two columns report the number of firm-years (up to three per firm) used for each group of new firms. Panel A: All Pyramidal Subsidiaries vs. All Stand-alones EBITDA/Total Assets EBIT/Total Assets All Pyramidal Subsidiaries 4.8% -0.4% All StandDifference alones 10.7% -5.9% 5.0% -5.4% N (pyramidal subsidiaries) -9.07 885 -9.34 1,232 t-statistic N (standalones) 1,246 2,403 Panel B: Chaebol Subsidiaries vs. All Stand-alones EBITDA/Total Assets EBIT/Total Assets Chaebol Subsidiaries 3.8% 0.9% All Standalones 10.7% 5.0% Difference -6.9% -4.1% t-statistic -7.43 -4.98 220 247 N (standalones) 1,246 2,403 N (nonchaebols) 665 985 N (standalones) 1,246 2,403 N (chaebols) Panel C: Non-chaebol Subsidiaries vs. All Stand-alones EBITDA/Total Assets EBIT/Total Assets Non-chaebol Subsidiaries 5.1% -0.7% All Standalones 10.7% 5.0% Difference -5.6% -5.7% t-statistic -7.79 -9.09 Panel D: Chaebol Subsidiaries vs. Non-chaebol Subsidiaries EBITDA/Total Assets EBIT/Total Assets Chaebol Non-chaebol Subsidiaries Subsidiaries 3.8% 5.1% 0.9% -0.7% Difference -1.3% 1.6% t-statistic -1.36 1.84 N (chaebols) 220 247 N (nonchaebols) 665 985 Panel E: All Pyramidal Subsidiaries vs. Horizontal Group Stand-alones EBITDA/Total Assets EBIT/Total Assets All Pyramidal Subsidiaries 4.8% -0.4% Horizontal Difference Group 11.4% -6.7% 5.2% -5.6% 33 N (pyramidal N (horizontal subsidiaries) group) -7.15 885 332 -7.73 1,232 593 t-statistic Table 6 Newly Established Firms’ Initial Ownership Structure: Multivariate Analysis This table reports the results of probit regressions where the dependent variable, pyramid dummy equals one if the newly established firm’ initial shareholders include at least one corporation and zero if its initial shareholders consists of only individuals. In the first two columns, we report the results for the full sample of infant firms. In the next two columns, we drop those stand-alone firms whose shareholders do not own any other firm (pure entrepreneurial) and keep only those with shareholders who own at least one other firm (horizontal group). The sample consists of newly established firms in the Korean manufacturing sector during the period between 2000 and 2011. Profitability is EBITDA/total assets. Ln(Size) is the logarithm of the book value of total assets. Ownership % is the largest individual shareholder’s stake for stand-alone new firms, and largest corporate shareholder’s ownership stake for new pyramidal subsidiaries. In column 3 and 4, we include industry and established year fixed effect. z-statistics are in parenthesis. Dependent Variable: Pyramid Dummy Intercept Profitability Ln(Size) Ownership% Industry Fixed Effect Established Year Fixed Effect Number of Observations Pyramidal Subsidiaries Stand-alones Full Sample Exclude Pure Entrepreneurial Stand-alones (3) (4) (1) (2) -5.374 (-13.23) -3.340 (-9.37) 0.535 (12.59) 0.417 (2.52) No No -5.464 (-0.09) -2.977 (-8.11) 0.482 (10.81) 0.346 (1.92) Yes Yes -1.931 (-4.04) -3.686 (-7.21) 0.302 (6.13) 0.542 (2.32) No No 0.650 (0.01) -3.771 (-6.66) 0.241 (4.56) 0.421 (1.63) Yes Yes 2,114 884 1,230 2,114 884 1,230 1,214 884 330 1,214 884 330 34 Table 7 Related Party Transactions (RPTs) in Newly Established Firms This table reports the averages of related party transactions (RPTs) undertaken by newly established firms in the Korean manufacturing sector from 2000 to 2011. Stand-alones are those whose initial shareholders consist of only individuals. Pyramidal subsidiaries are those whose initial shareholders include at least one corporation. Stand-alone firms are further broken down into those whose shareholders own other existing firms (horizontal group) and those whose shareholders do not own any other firms (pure entrepreneurial). Pyramidal subsidiaries are further broken down into those whose shareholders are members of large business groups (chaebols) designated by the Korea Fair Trade Commission (KFTC), and those whose shareholders are not (non-c haebols). We consider three measures of RPTs; RPT Revenues defined as (RPT sales + other RPT revenues) / (sales + nonoperating revenues), RPT Expenses defined as (RPT cost of goods purchased + other RPT expenses) / (cost of goods purchased + selling and administrative expenses + non-operating expense), and RPT Earnings defined as (RPT sales + other RPT revenues - RPT cost of goods purchased - other RPT expenses ) / (sales + non-operating revenues). RPT measures are calculated up to 5 years after establishment. RPT Revenues RPT Expenses RPT Earnings 22.6% 44.3% -1319.2% 14.8% 9.7% -175.8% 16.4% 16.5% -399.6% Pyramidal Subsidiaries Chaebols (N=460) Non-chaebols (N=1,890) All Stand-alones Horizontal group (N=1,160) Pure entrepreneurial (N=3,330) All All Infant Firms 35 9.8% 3.6% 5.2% 5.2% 2.4% 3.1% -5.4% -3.6% -4.0% 9.0% 7.7% -140.0% Table 8 Effect of Related Party Transactions (RPTs) on Profitability This table presents regression results where the dependent variable is profitability defined as EBITDA/total assets. Chaebols equals one if the pyramidal subsidiary’s initial shareholders include a member of a large business group or chaebol and zero otherwise. Horizontal group equals one if the stand-alone’s individual shareholders own other existing firms and zero otherwise. Profitability and RPT measures are calculated each year from year 1 to year 5 of establishment. RPT Revenues is (RPT sales + other RPT revenues) / (sales + non-operating revenues). RPT Expenses is (RPT cost of goods purchased + other RPT expenses) / (cost of goods purchased + selling and administrative expenses + non-operating expense). RPT Earnings is (RPT sales + other RPT revenues - RPT cost of goods purchased - other RPT expenses) / (sales + non-operating revenues). Ln(Size) is the logarithm of the book value of total assets. Leverage is total liabilities over total assets. Ownership % is the largest individual shareholder’s stake for stand-alone new firms, and largest corporate shareholder’s ownership stake for new pyramidal subsidiaries. Panel A reports the results for firms with parents while panel B reports those for stand-alone firms. Panel A: Pyramidal Subsidiaries Intercept Chaebols RPT Revenues RPT Revenues *Chaebols RPT Expenses RPT Expenses *Chaebols RPT Earnings RPT Earnings *Chaebols Ln(Size) Leverage Ownership % Dependent Variable: Profitability (1) (2) (3) (4) -0.112 -0.128 -0.132 -0.149 (-4.92) (-5.69) (-5.63) (-6.47) -0.030 -0.030 (-3.01) (-3.48) 0.057 0.061 (5.56) (5.04) -0.004 (-0.17) -0.011 -0.022 (-2.71) (-1.54) 0.014 (0.95) 0.003 0.013 (3.72) (4.58) -0.011 (-3.71) 0.022 0.024 0.025 0.027 (9.84) (11.10) (10.46) (11.73) -0.047 -0.048 -0.052 -0.051 (-5.41) (-5.47) (-5.88) (-5.86) -0.055 -0.050 -0.052 -0.047 (-5.14) (-4.68) (-4.88) (-4.34) R2 0.089 0.078 0.095 0.09 N 1,957 1,960 1,957 1,960 36 Table 8 - continued Panel B: Stand-alones Intercept Horizontal group RPT Revenues RPT Revenues *Horizontal group RPT Expenses RPT Expenses *Horizontal group RPT Earnings RPT Earnings *Horizontal Group Ln(Size) Leverage Ownership % Dependent Variable: Profitability (1) (2) -0.192 -0.183 (-9.67) (-9.42) -0.013 -0.016 (-2.27) (-2.98) -0.020 (-0.98) 0.094 (3.33) -0.014 (-0.43) -0.129 (-2.62) -0.006 (-0.29) 0.099 3.53 0.046 0.045 (21.17) (21.29) -0.200 -0.200 (-21.78) (-21.73) 0.039 0.039 (4.49) (4.53) R2 0.182 0.183 N 3,889 3,890 37 Table 9 Matching Firm Analysis This table reports the differences in average size, inside equity, and profitability between new pyramidal subsidiaries and new stand-alones, after matching firms based on two-digit KSIC industry affiliation. Stand-alones are those whose initial shareholders consist of only individuals. Pyramidal subsidiaries are those whose initial shareholders include at least one corporation. Panel A compares total assets, while Panels B and C compare inside equity investment and profitability, respectively, of new pyramidal subsidiaries with new stand-alone firms. The last two columns report the number of firm-years (up to three per firm) for each group of new firms. Pyramidal Subsidiaries Panel A: Size Total Assets (KRW bil) Fixed Assets (KRW bil) Stand-alones Difference t-statistic N (pyramidal subsidiaries) N (standalones) 36.9 22.4 10.0 5.8 26.8 16.6 7.31 5.44 1,227 1,217 2,317 2,304 Panel C: Inside Equity Inside Equity (KRW bil) Inside Equity/Total Assets 10.8 21.4% 1.7 16.3% 9.1 5.1% 5.98 3.12 1,215 1,215 2,298 2,298 Panel B: Profitability EBITDA/Total Assets EBIT/Total Assets 4.4% -1.1% 9.5% 4.8% - 5.1% - 5.8% -4.12 -7.28 1,207 1,207 2,291 2,291 38 Table 10 Matching Age Analysis This table reports the differences in average size, inside equity, and profitability between new pyramidal subsidiaries and new stand-alone ones, after matching based on firm age. Stand-alones are those whose initial shareholders consist of only individuals. Pyramidal subsidiaries are those whose initial shareholders include at least one corporation. Panel A compares new firrms at age 1 only, while Panels B and C compare new firrms at age 2 only and at age 3 only, respectively. The last two columns report the number of firm-years (up to three per firm) for each group of new firms. Pyramidal Stand-alones Subsidiaries Difference t-statistic N (pyramidal subsidiaries) N (standalones) Panel A: Age 1 Only Total Assets (KRW bil) Fixed Assets (KRW bil) EBITDA/Total Assets EBIT/Total Assets Inside Equity (KRW bil) Inside Equity/Total Assets 30.6 19.8 2.3% -1.9% 9.3 31.6% 5.8 3.4 6.2% 1.0% 0.9 18.2% 24.8 16.3 -3.9% -2.9% 8.4 13.4% 4.09 3.49 -2.85 -2.76 4.83 8.43 391 382 211 383 389 311 739 725 228 732 730 730 Panel B: Age 2 Only Total Assets (KRW bil) Fixed Assets (KRW bil) EBITDA/Total Assets EBIT/Total Assets Inside Equity (KRW bil) Inside Equity/Total Assets 42.9 27.0 4.2% -0.4% 12.7 23.0% 10.0 5.9 10.8% 5.3% 1.6 14.6% 32.9 21.1 -6.6% -5.7% 11.1 8.5% 5.10 4.77 -5.75 -5.32 4.79 6.08 427 426 321 426 425 341 821 821 431 821 812 812 Panel C: Age 3 Only Total Assets (KRW bil) Fixed Assets (KRW bil) EBITDA/Total Assets EBIT/Total Assets Inside Equity (KRW bil) Inside Equity/Total Assets 50.8 34.9 6.8% 1.0% 12.4 19.6% 13.4 7.6 12.3% 8.2% 2.2 15.7% 37.4 27.3 -5.5% -7.2% 10.2 4.0% 5.36 5.44 -5.88 -8.27 4.61 3.05 423 425 353 423 421 337 850 850 587 850 840 840 39 Figure 1 Evolution of Profitability over Time: Stand-alones vs. Pyramidal Subsidiaries This figure reports the averages of reported profitabilities up to 11 years after the initial establishment for new pyramidal subsidiaries and new stand-alone firms. The sample consists of newly established firms in the Korean manufacturing sector during the period between 2000 and 2011. Stand-alones are those whose initial shareholders consist of only individuals. Pyramidal subsidiaries are those whose initial shareholders include at least one corporation. The vertical axis plots the average profitability, EBITDA/total assets, and horizontal axis plots number of years since establishment. Panel A presents profitability including RPTs while Panel B presents profitability after removing those generated by RPTs. Specifically, profitability in Panel B is calculated as (EBITDA-RPT Earnings)/Total Assets. Panel A: Profitability including RPT Earnings Panel B: Profitability excluding RPT Earnings 40
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