Capital structure and financial stress
Joyce, William B
Debt policy is an important part of capital structure. Legal bankruptcy can be expensive, time-consuming, and painful. There are costs associated with financial distress even if legal bankruptcy is ultimately avoided. Additionally, potential conflicts of interest between the firm’s security holders may arise and information problems may arise when new securities are issued or when there is a change in investment policy. Finally, there may be incentive effects of financial leverage on management’s investment and dividend decisions.
Financial Distress Cost
The costs of financial distress depend on the probability of distress and the magnitude of costs encountered if distress occurs.
The trade-off between the tax benefits and the costs of distress determines optimal capital structure. The present value of the tax shield initially increases as the firm borrows more. At moderate debt levels the probability of financial distress is trivial; so the present value of the cost of financial distress is small and tax advantages (interest expenses deduction) dominate (Modigliani and Miller, 1963, 1966; Miller, 1977; and DeAngelo and Masulis, 1980). But at some point the probability of financial distress increases rapidly with additional borrowing; the costs of distress begin to take a substantial bite out of firm value. Also, if the firm is not certain of gaining from the corporate tax advantage, the tax advantage of debt is likely to diminish and eventually disappear. The theoretical optimum is reached when the present value of tax savings due to additional borrowing is just offset by increases in the present value of costs of distress. This is called the trade-off theory of capital structure. Costs of financial distress cover several specific items, which are identified and discussed next.
Rarely is anything nice said about corporate bankruptcy. However, there is some good in almost everything. Corporate bankruptcies occur when stockholders exercise their right to default. That right is valuable; when a firm gets into trouble, limited liability allows stockholders simply to walk away from it, leaving all its troubles to its creditors. The former creditors become the new stockholders; and the old stockholders are left with nothing.
The legal system in the United States allows stockholders in corporations to automatically enjoy limited liability. However, imagine a world without limited liability. For example, assume there are two firms with identical assets and operations. Each firm has debt outstanding, and each has promised to repay $1,000 (principal and interest) next year. But only one of the firms enjoys limited liability. The other firm does not enjoy limited liability, so its stockholders are personally liable for its debt. Next year’s possible payoffs to the creditors and stockholders of these two firms can be compared. The only differences occur when next year’s asset value turns out to be less than $1,000. Assume that next year the assets of each company are worth only $500. In this case the limited liability firm defaults; its stockholders walk away; their payoff is zero. Bondholders get the assets worth $500. On the other hand, the unlimited liability firm’s stockholders are not able to “walk away”; rather, they have to pay the $500 difference between asset value and the bondholders’ claim. The debt is paid whatever happens.
Assume that the firm with limited liability does go bankrupt. Certainly, its stockholders are disappointed that their firm is worth so little, but that is an operating problem having nothing to do with financing. Given poor operating performance, the right to go bankrupt (the right to default) is a valuable privilege. The stockholders with the firm with limited liability are in better shape than those stockholders without limited liability.
The example illuminates a mistake often made in considering the costs of bankruptcy. Bankruptcies are thought of as tragedies. The creditors and stockholders look at the firm’s present sad state; they think of how valuable their securities used to be and how little is left. Moreover, they think of the lost value as a cost of bankruptcy. That is the mistake. The decline in the value of assets is what the tragedy is really about, which has no necessary connection with financing. The bankruptcy is merely a legal mechanism for allowing creditors to take over when the decline in the value of assets triggers default. Bankruptcy is not the cause of the decline in value. It is the result. Caution should be used in order not to get cause and effect reversed.
Bankruptcy is a legal mechanism allowing creditors to take over when a firm defaults. Bankruptcy costs are the costs of using this mechanism. Only firms with limited liability can default and go bankrupt. Yet, regardless of what happens to asset value, the total payoffs to the bondholders and stockholders of a limited liability firm is always the same as the total payoffs to the bondholders and stockholders of an unlimited liability firm. Because the total payoffs from each of the firms are the same, the overall market values of the two firms now (this year) must be the same. The stock of the limited liability firm is worth more than that of the limited firm stock because of the right to default, and its debt is worth correspondingly less.
The example is not intended to be strictly realistic: courts and lawyers are not free. For example, assume that court and legal fees are $200 if the limited liability firm defaults. The fees are paid out of the remaining value of firm’s assets. Thus if asset value turns out to be $500, creditors end up with only $300, which is next year’s combined payoffs to bondholders and stockholders net of the $200 bankruptcy cost. By issuing risky debt, lawyers and the court system have a claim on the firm if it defaults. The market value of the firm is reduced by the present value of this claim.
It is easy to see how increased leverage affects the present value of the costs of financial distress. If limited liability firms borrow more, they must promise more to bondholders. This increases the probability of default and the value of the courts and lawyers’ claim, which increases the present value of the costs of financial distress and reduces the firm’s present market value.
The costs of bankruptcy come out of stockholders’ claims. Creditors likely anticipate the bankruptcy costs and anticipate they will pay them if default occurs. Due to this bankruptcy cost, the creditors demand compensation in advance in the form of higher payoffs when the firm does not default. That is, creditors demand a higher promised interest rate. This higher promised interest rate reduces the possible payoffs to stockholders and reduces the present market value of their shares.
Evidence of Bankruptcy Costs
Bankruptcy costs can add up fast (Sherman, 1991), yet they need not be a large fraction of the companies’ asset values (Gibbs and Boardman, 1995). Weiss (1990) found average costs of about 3 percent of total book assets and 20 percent of the market value of equity in the year prior to bankruptcy. Altman (1984) found that costs were similar for retail companies but higher for industrial companies. Also, bankruptcy eats up a larger fraction of asset value for small companies than for large ones. There are significant economies of scale in going bankrupt (Warner, 1977). Finally, Andrade and Kaplan (1998) sample troubled and highly leveraged firms estimated costs of financial distress amounting to 10 to 20 percent of pre-distress market value.
Direct versus Indirect Costs of Bankruptcy
The discussion up to this point relates to direct (legal and administrative) costs of bankruptcy. There are indirect costs too, which are nearly impossible to measure. Still, circumstantial evidence indicates the importance of the indirect costs of bankruptcy. Some of these indirect costs arise from the reluctance to conduct business with a firm whose going concern is questioned. Customers likely worry about the continuity of supplies and the difficulty of obtaining replacement parts if the firm ceases production. Suppliers are likely disinclined to put effort into servicing the firm’s account and demand cash on delivery for their goods. Potential employees are likely unwilling to join the firm and the existing staff members are likely to seek employment outside of the firm.
Managing a bankrupt firm is also difficult. Consent of the bankruptcy court is required for many routine business decisions, such as the investment in or sale of long-term assets. At best this involves time and effort. At worst, the firm’s creditors thwart the proposals. Creditors likely have little interest in the firm’s long-term prosperity and would likely prefer the cash to be paid out to them.
The problem can be reversed: The bankruptcy court may be so anxious to maintain the firm as a going concern that it allows the firm to engage in negative-net present value activities. Weiss and Wruck (1998) analyze when Eastern Airlines entered the “protection” of the bankruptcy court in 1989. The bankruptcy judge was keen to keep Eastern Airlines’ planes flying at all costs, so the company was allowed to sell many of its assets to fund hefty operating losses.
The total direct and indirect cost of bankruptcy is not known. Yet, it is likely significant, particularly for large firms for which proceedings would be lengthy and complex. Perhaps the best evidence is the reluctance of creditors to force bankruptcy. In principle, the creditors would be better off to end the agony and seize the assets as soon as possible. Instead, creditors often overlook defaults in the hope of helping the firm over a difficult period. Creditors do this, in part at least, to avoid costs of bankruptcy. However, there is another reason. Creditors are not always given absolute priority in bankruptcy. Absolute priority means that creditors must be paid in full before stockholders receive a cent. Reorganizations may be negotiated, which provide something for everyone, even though creditors are often not paid in full. Thus, creditors can never be sure how they will fare in bankruptcy. Summers and Cutler (1988) discuss the direct and indirect costs of bankruptcy with respect to Texaco. Bankruptcy reduced the market value of (the claims on) Texaco’s assets by roughly $1.5 billion, which can proxy for the stock market’s estimate of the present value of the direct and indirect costs of the Texaco bankruptcy.
Financial Distress without Bankruptcy
Not all troubled firms that get into trouble go bankrupt. If the firm can remain liquid enough to pay the interest on its debt, it may be able to postpone bankruptcy for many years. Eventually the firm may recover, pay off its debt, and escape bankruptcy altogether. When a firm is in trouble, both bondholders and stockholders want it to recover. However, in other respects their interests may be in conflict.
Clearly, the market values indicate financial distress. The face value of the bonds ($50) exceeds the firm’s total market value ($30). If the debt matured today, Juice’s owner would default, leaving the firm bankrupt. But assume that the bond actually matures in one year and assume there is enough cash for Juice to continue interest payments for one more year. The bondholder cannot force bankruptcy before the year is over. The one-year grace period explains why the Juice share still has value. The Juice stockholder is betting on a stroke of luck that will rescue the firm, allowing Juice to pay off the debt with something left over. While the bet is a long-shot, the stockholder (owner) wins only if firm value increases from $30 to more than $50. Still, the owner has an advantage: He controls investment and operating strategy. Various other schemes will now be discussed.
Risk Shifting: The First Scheme
This is a “risky” gamble and likely a lousy project. But Juice’s stockholder (owner) would be tempted to take it anyway. Why not “go for broke”? Juice will probably “go under” anyway, so the owner is essentially betting with the bondholder’s money; yet, the owner gets most of the money if the project pays off.
While total Juice value falls $2, the owner is $3 ahead: the bond’s value has fallen by $5. The cash ($10) has been replaced with a very risky asset (worth only $8). Thus, a scheme has been played at the expense of Juice’s bondholder.
The first scheme illustrates the following general point: Stockholders of levered firms gain when business risk increases. Managers who act strictly in their shareholders’ interests (and against the interests of creditors) will favor risky projects over safe ones. They may even take risky projects with negative net present values. This scheme for capital budgeting clearly is costly to the firm and to the economy as a whole; yet, the temptation to “scheme” is strongest when the odds of default are high.
Refusing to Contribute Equity Capital: The Second Scheme
The total value of the firm goes up by $15 ($10 of new capital and $5 NPV). Notice that the Juice bond is no longer worth $25, but $33. The bondholder receives a capital gain of $8 because the firm’s assets include a new, safe asset worth $15. The probability of default is less, and the payoff to the bondholder if default occurs is larger.
The stockholder loses what the bondholder gains. Equity value goes up not by $15 but by $15 – $8 = $7. The owner puts in $10 of fresh equity capital but gains only $7 in market value. Going ahead is in the firm’s interest but not the owner’s.
This second example illustrates a general point: If business risk is held constant, any increase in firm value is shared among bondholders and stockholders. The value of any investment opportunity to the firm’s stockholders is reduced because project benefits must be shared with bondholders. Thus, it may not be in the stockholders’ self-interest to contribute fresh equity capital even if that means forgoing positive-NPV investment opportunities.
This problem theoretically affects all firms with debt, but it is most serious when firms land in financial distress. The greater the probabilities of default, the more bondholders have to gain from investments that increase firm value.
Three More Brief Schemes
As with other schemes, the temptation to implement the next three schemes is particularly strong in financial distress.
Take the Money and Run
Stockholders may be reluctant to put money into a firm in financial distress, but they rationally will take the money out-in the form of a cash dividend, for example. The market value of the firm’s stock goes down by less than the amount of the dividend paid, because the decline infirm value is shared with creditors. This scheme is just “refusing to contribute equity capital” run in reverse.
When the firm is in financial distress, creditors would like to salvage what they can by forcing the firm to settle up. Naturally, stockholders want to delay this as long as they can. There are various devious ways of doing this, for example, through accounting changes designed to conceal the true extent of trouble, by encouraging false hopes of spontaneous recovery, or by cutting corners on maintenance, research and development, and so on, in order to make this year’s operating performance look better.
Bait and Switch
This game is not always played in financial distress, but it is a quick way to get into distress. A firm starts with a conservative policy, issuing a limited amount of relatively safe debt. Then it suddenly changes and issues a lot more debt. Thus, all of the debt becomes risky, imposing a capital loss on the “old” bondholders. Their capital loss is the stockholders’ gain.
The Cost of the Schemes
The various schemes can result in poor decisions about investments and operations. These poor decisions are the agency costs of borrowing. The more the firm borrows, the greater is the temptation to implement the schemes (assuming the manager acts in the stockholders’ interest). The increased odds of poor decisions in the future prompt investors to mark down the present market value of the firm. The fall in value comes out of stockholders’ pockets. Potential lenders, realizing that schemes may be implemented at their expense, protect themselves by demanding better terms.
Therefore, it is ultimately in the stockholders’ interest to avoid temptation. The easiest way to do this is to limit borrowing to levels at which the firm’s debt is safe or close to it. However, assume that the tax advantages’ of debt spur the firm on to a high debt ratio and a significant probability of default or financial distress. In order to convince potential lenders that schemes will not be implemented, lenders can be given veto power over potentially dangerous decisions.
The ultimate economic rationale for all that fine print backing up corporate debt is for the protection of the lenders. Debt contracts almost always limit dividends or equivalent transfers of wealth to stockholders; the firm may not be allowed to pay out more than it earns, for example. Additional borrowing is almost always limited. For example, companies may be restricted to issuing additional debt without approval with built-in safety margins.
Sometimes firms are restricted from selling assets or making major investment outlays except with the lenders’ consent. The risks of stalling are reduced by specifying accounting procedures and by giving lenders access to the firm’s books and its financial forecasts.
Of course, fine print cannot be a complete solution for firms that insist on issuing risky debt. The fine print has its own costs; money is invested to save money. Obviously, a complex debt contract costs more to negotiate than a simple one. Afterward it costs the lender more to monitor the firm’s performance. Lenders anticipate monitoring costs and demand compensation in the form of higher interest rates.
Perhaps the most severe costs of the fine print stem from the constraints it places on operating and investment decisions. For example, an attempt to prevent the risk shifting schemes may also prevent the firm from pursuing good investment opportunities. At the minimum there are delays in clearing major investments with lenders. In some cases lenders may veto high-risk investments even if net present value is positive. Lenders can lose from risk shifting even when the firm’s overall market value increases. In fact, the lenders may try to implement a scheme of their own: forcing the firm to stay in cash or low-risk assets even if good projects are forgone.
Thus, debt contracts cannot cover every possible manifestation of the schemes previously discussed. Any attempt to do so would be hopelessly expensive and doomed to failure in any event. Human imagination is insufficient to conceive of all the possible things that could go wrong. Surprises arrive from dimensions unexpected in the common hours.
Clearly, managers and stockholders do not always succumb to temptation unless restrained. Usually they refrain voluntarily, not only from a sense of fair play but also on pragmatic grounds: A firm or individual that makes a killing today at the expense of a creditor will be coldly received when the time comes to borrow again. Aggressive implementation of schemes is done only by unethical individuals and by extreme financial distress. Firms limit borrowing precisely because they wish to avoid financial distress and the exposure of the temptation to scheme.
Costs of Distress Vary with Type of Asset
Assume a firm’s only asset is a large downtown hotel, with a maximum mortgage. Further assume that a recession occurs, occupancy rates fall, and the mortgage payments cannot be met. The lender takes over and sells the hotel to a new owner and operator. The old firm’s stock is worthless. Yet, the cost of bankruptcy is probably very little, in this case. Of course, the value of the hotel is much less than the previous owners had, but the value is due to the lack of guests, not to the bankruptcy. Bankruptcy does not damage the hotel itself. The direct bankruptcy costs are restricted to items such as legal and court fees, real estate commissions, and the time the lender spends sorting things out.
However, the outcome is different if underlying real assets are not real estate but a high-tech going concern: for example a growth firm whose most valuable assets are technology, investment opportunities, and its employees’ human capital. If the growth firm encounters financial trouble, the stockholders may be reluctant to put up money to cash in on its growth opportunities. Failure to invest is likely to be much more serious for a growth firm than for a firm with real estate assets.
If the growth firm defaults on its debt, the lender will find it much more difficult to cash in by selling off the assets. Many of the assets are intangibles, which have value only as a part of a going concern. It would be difficult to keep the growth firm operating as a going concern through default and reorganization for several reasons. First, the probability of defections by key employees is higher than they would be if the firm had never gotten into financial trouble. Second, special guarantees may have to be given to customers who have doubts about whether the firm will be able to continue to service its products. Third, aggressive investment in new products and technology will be difficult because each class of creditors will have to be convinced that it is in their interest for the firm to invest new money in risky ventures.
Some assets, like good commercial real estate, can pass through bankruptcy and reorganization largely unscathed; the values of other assets are likely to be considerably diminished. The losses are greatest for the intangible assets that are linked to the firm as a going concern: for example, technology, human capital, and brand image. Firms holding largely intangible assets borrow less (Long and Malitz, 1985): the relative lack of tangible assets to explain why debt ratios are low in the pharmaceutical industry, where value depends on continued success in research and development; in many service industries, where value depends on human capital; and highly profitable growth use mostly equity finance. Managers should consider not only the probabilities that borrowing will cause problems but also consider the manner in which the trouble comes.
The Trade-off Theory of Capital Structure
Managers often think of the firm’s debt-equity decision as a trade-off between interest tax deductions and the costs of financial distress. Of course, there is controversy about how valuable interest deductions are and what kinds of financial trouble are most threatening, but these disagreements are only variations on a theme. There is a trade-off between debt and equity, and target debt ratios may vary from firm to firm. Firms with safe, tangible assets and plenty of taxable income to shield ought to have high target ratios. Unprofitable companies with risky, intangible assets should rely primarily on equity financing. If there were no costs of adjusting capital structure, then each firm should always be at its target debt ratio. However, there are costs, and therefore delays, in adjusting to the optimum. Firms cannot immediately offset the random events that occur and change their capital structure targets ratios.
However, according to Kester (1986), the most profitable companies generally borrow the least within an industry. Here the trade-off theory fails, for it predicts exactly the reverse: Under the trade-off theory, high profits should mean more debt-servicing capacity and more taxable income to shield and should give a higher target debt ratio. In general, it appears that public companies rarely make major shifts in capital structure just because of taxes, (Mackie-Mason, 1990). Fama and French ( 1998) find it is hard to detect the present value of interest tax shields in firms’ market values.
Debt policy is an important aspect of capital budgeting because bankruptcy and the threat of bankruptcy can result in significant direct and indirect costs. The tax benefits of financing with debt must be off set against the costs of financial distress.
The firm should increase debt until the present value from the tax shield is just offset, at the margin, by increases in present value of financial distress costs.
The costs of financial distress can be broken down to include bankruptcy costs and costs of financial distress. Bankruptcy costs include direct costs such as court fees and indirect costs reflecting the difficulty of managing a company undergoing liquidation or reorganization.
Costs of financial distress short of bankruptcy include conflicts of interest and detailed debt contracts. Conflicts of interest between bondholders and stockholders of firms in financial distress may lead to poor operating and investment decisions. Stockholders acting in their narrow self interest can gain at the expense of creditors by implementing schemes that reduce the overall value of the firm. The “fine print” in debt contracts is designed to prevent these schemes. But fine print increases the costs of writing, monitoring, and enforcing the debt contract.
Borrowing may make sense for some firms but not for others. If a firm can be fairly sure of earning a profit, there is likely to be a net tax saving from borrowing. However, for firms that are not likely to earn sufficient profits to benefit from the corporate tax shield, there is little, if any, net tax advantage to borrowing. For these firms the net tax saving could even be negative.
The tax advantages of borrowing should be compared to the cost of financial distress. Firms should select a target capital structure that maximizes firm value. Firms with safe, tangible assets and plenty of taxable income to shield ought to have high targets. Unprofitable companies with risky, intangible assets ought to rely primarily on equity financing.
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William Joyce is an Assistant Professor of Accounting at Eastern Illinois University. Bill received his MBA from Mankato State University in 1987 and his Ph.D. in Finance and Accounting from The University of Nebraska in 1997. Bill is a Certified Public Accountant, a Certified Management Accountant and a Certified Cash Manager. Dr. Joyce may be reached by contacting the Eastern Illinois University at 217 581-6919.
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