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사모펀드가 인수한 기업의 이익조정에 관한 사례연구: MBK 파트너스가 소유한 코웨이의 리스계약 변경
구정은 ( Jeong Eun Koo ),심해린 ( Haerin Shim ),최기호 ( Kiho Choi ) 한국회계학회 2022 회계저널 Vol.31 No.2
Coway is a leading company in the rental market that introduced the rental concept to water purifiers for the first time in Korea. Since then, Coway has expanded its rental business to mattresses and air purifiers, and is now a listed company that has grown into the largest one among rental companies in Korea. MBK, a PEF (private equity fund), took over Coway in 2013. After that, Coway changed the contract terms for mattress products and changed the accounting method from operating lease to financial lease. We discuss whether Coway’s accounting changes are opportunistic earnings management to maximize the performance of MBK, and examine whether financial analysts and investors reflect these accounting changes in firm value. After acquiring Coway from Woongjin Group in 2013, MBK made more than ₩1.5 trillion in capital gains until 2019. We analyzed that more than half of MBK’s capital gains were due to Coway’s profit increase during the holding period by using the EBITDA Multiple method, which is often used in practice to estimate firm value. We believe that the change in accounting for mattress rental in July 2015 contributed the most to Coway’s profit growth. Coway changed the accounting treatment of mattress rentals, which were provided as operating leases, to financial leases by matching the lease period and economic useful life of the mattress. We estimate that this change in accounting allowed Coway to increase its accounting profit (EBITDA) by ₩36.5 billion, resulting in an additional increase in capital gains by ₩90.6 billion. According to accounting standards, financial lease and operating lease are determined according to the nature of the lease contract. The change to Coway’s financial lease is due to the increase in the contractual lease term, which is in line with the accounting standards. Therefore, this is not a change in accounting policy, but merely a change in accounting treatment to match the substance of the contract. However, considering that MBK was trying to sell Coway at the time of the change and changed the useful life of an existing product to a finance lease abruptly without any clear economic motive, the Coway’s accounting change can be viewed as an opportunistic intervention into financial reporting process and earnings management. Coway’s 3Q 2015 financial performance significantly increased due to this financial lease change. Specifically, Coway’s sales in the third quarter increased by ₩18.2 billion compared to the second quarter of 2015, of which ₩14.8 billion was financial lease sales. Therefore, if Coway had not changed the accounting treatment for finance lease, Coway’s 3Q 2015 performance would not have been much different from 2Q 2015. Regardless of whether or not Coway’s accounting change is regarded as an earnings management, Coway’s accounting change has nothing to do with firm value in that it did not affect cash flow. However, it is questionable whether stakeholders could see through it. From this point of view, we looked at the reactions of stakeholders to the change in Coway lease accounting. First, we checked the response of financial analysts analyzing Coway, a listed company, after the announcement of earnings in the third quarter of 2015, when the accounting change occurred. Of the total 10 financial analyst reports, only 4 reports separately stated the sales effect of accounting changes, and only 1 out of 4 reports stated that the accounting changes did not affect cash flow. Second, the stock market showed a positive reaction to Coway’s earnings announcement in the third quarter of 2005, so similar to the response of financial analysts, it was found that the effect of the accounting change was not properly understood. Finally, we looked at the response of the Woongjin Group, which purchased Coway from MBK in January 2019. Woongjin Group also did not take into account the effect of the financial lease change as it could not find evidence that the purchase price was discounted by the amount corresponding to the improvement in profitability due to the accounting change. In conclusion, Coway was able to increase its earnings in a short period of time by changing its accounting method without affecting cash flow. In addition, stakeholders in the capital market, such as financial analysts, stock investors, and buyers, reflected the earnings surprise without cash flow in the firm value. In this process, MBK, which owns Coway, succeeded in maximizing their compensation by raising Coway’s selling price. As such, our study contributes to the financial accounting research related PEFs by showing the specific earnings management methods used by PEFs and the capital market’s response to their accounting effects. In addition, our study contributes to practitioners and policy makers by showing the importance of lease accounting from a lessor’s point of view in a situation where many companies participate in rental business in Korea.