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ACCESS TO FINANCE AND VENTURE CAPITAL FOR INDUSTRIAL SME
THOMAS HEIMER AND LUISE HOLSCHER,
Frankfurt School of Finance & Management, Germany
The authors acknowledge their thanks to Helen Eichmeyer for her assistance
1. SME AND THE EUROPEAN ECONOMY
Most entrepreneurs as well as many economists perceive a need to enhance the availability and access to financial resources for industrial SME. Based on a review of a series of empirical studies (see European Commission 2003), one can easily argue about the unparalleled importance of SME in any economy - most often underlined by their contributions to GDP or to the strength in their respective national labour forces. The major hypothesis behind this article is that the main driver of successful SME lies in their specific abilities to innovate. The main impediment, however, is assumed in appropriate access to finance. Accordingly, we want to provide information on the following four issues:
1. the relevance of SME for selected European economies,
2. the financial structure of these SME and the financial resources used in selected countries,
3. the availability of venture capital in those countries, and
4. the taxation of venture capital and other existing heterogeneous financing schemes to identify relevant differences in the treatment of debt and equity financing by various national tax laws.
The four topics above have been analysed in-depth for five selected countries, namely Austria, France, Germany, Poland and the United Kingdom (herein referred to as the selected countries). The selection of these countries was based on certain key factors. France, Germany and the United Kingdom are representative of some of the largest economies within the European Union. Although Austria represents a relatively small economy, it is clearly strong. Finally, Poland is representative of the new member states that are still in transition from the former economic system to the market economy. To summarise, the five countries represent a diverse selection of European economies and can be seen as good benchmarks for other countries in the European region
2. Findings of the Analysis
2.1. Importance and financial structure of SME
The analysis of the importance of SME for the selected economies shows that SME are the backbone of the economies in those countries. The European Commission defines SME based on the number of
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employees, turnover per year and balance sheet size per year. In addition, companies are no longer considered to be SME if greater than 25% of its common shares are held by another company. Based on this definition, the statistics support that SME in all selected countries are influential in a significant manner within their respective countries (European Commission 2003). Improving upon the situation of SME and in particular the access to finance would provide a step in the right direction from an economic point of view.
The analysis of the financial structure of SME illustrates a large variation in the main indicator - the equity ratio. There are countries like Austria and Germany that show relatively low average equity ratios below 20% (European Commission, 2003a). Other countries such as France and the United Kingdom are much more equity driven. There are generally two primary reasons causing such low equity ratios in countries such as Austria and Germany. One reason is that there is a disadvantage of obtaining equity financing from a taxation point of view in these countries. In addition, the influence given to an equity investor in the management of a company is seen as negative from a cultural perspective. Both reasons play an important role. The role of the tax system will be discussed later.
In terms of debt financing, bank loans are the most common debt instrument in most countries. Financing sources such as factoring or leasing are only used partly. Bank loans are considered particularly important in the continental European countries like Austria and Germany, whilst overdrafts play an equally important role in the United Kingdom.
2.2. Venture Capital Market
The analysis of the venture capital market shows that the decline of venture capital activity has not stopped in recent years. Generally, the availability of venture capital funding for SME is declining from 2001 and onwards. Venture capitalists in all selected countries have concentrated on investments in the expansion phase or some later phase. The availability of venture capital funding for companies in seed or early stages is still very limited. As Figure 1 shows, the hope of the late 90s to substitute parts of debt financing with private equity and venture capital for early-stage investments has not been realized.
Fig. 1: Total VC investments into technology 1997 - 2003 (€ billion)
Source: PricewaterhouseCoopers 2004
2.3. Effects on SME access to finance by Venture Capitalists
The year 2003, which was quite successful from an economic point of view in terms of the amount of VC-investment received by many countries in the European Union, did not hold for all countries discussed. While the United Kingdom shows an outstanding amount of private equity investments and Poland displays an increase in private equity investments, other countries show a decline in investments in 2003. The key question relates to the causes of these discrepancies.
Regarding the investment behaviour of the countries analysed, there are significant differences in terms of funds raised per capita and investments per capita. While these indicators are rising remarkably in the United Kingdom, they are remaining static or decrease in the other countries. Furthermore, it has been shown that particularly the UK has a different financial system with regards to private equity compared to the majority of continental European countries. The reason for the differences can be divided into four factors.
First of all, the UK retirement system (factor A) is based on capital markets in contrast to the continental European pay-as-you-go pension system. Pension funds in the UK are primary drivers for raising private equity funds. The following table compares the Private Equity Market for Germany and the UK.
Table 1: Key figures of private equity markets in Germany and the UK
Germany UK
1999 2001 2003 1999 2001 2003
Portfolio at cost (€bn) 7.9 15.8 16.2 28.0 39.8 51.9
New funds raised (€bn) 3.8 3.7 1.2 9.9 20.5 15.0
Stage distribution of investments (in %)*
early stage expansion 32 26 18 2 13 4.6
Replacement/buyout 50 35 33 20 25 14.5
♦Remaining % = other 15 37 36 76 56 81
Sources: EVCA Yearbooks 2000, 2002 and 2004
Capital market based retirement systems may invest solely in lower risk assets. It is therefore plausible that a share of the investments is in company buyouts. Buyouts usually take place in mature companies where the risk of the investment can be more easily calculated.
Secondly, the financing culture (factor B) in the UK has always been different from continental Europe. Indicators have always shown that SME in the UK accept a higher level of management influence on management from private equity providers. Furthermore, as shown above, the diverse range of financial instruments used by SME has always been greater.
The third factor relates to the difference in accounting standards (factor C), which leads to differences in the calculation of equity. UKGAAP leads to a higher equity share calculation than the national accounting standards in continental Europe. As shown by BDI (2003), the differences in the accounting standards between the United Kingdom and continental Europe are at least partially responsible for the equity gap.
However, in contrast to factors A and B, differences in the accounting standards do not influence the availability and the cost of private equity.
Finally, the opportunity cost of equity (factor D) in the UK seems to be lower than in continental Europe. From economic theory, we know that under a perfect competition equilibrium situation, returns on equity investments are equivalent to the cost of debt financing. In reality, various parameters impact the cost of equity and debt financing. These parameters are:
(a) taxation,
(b) risk allocated to equity and debt financing,
(c) business cycles, and
(d) market structure of the financial market.
Through a reduction of the tax base (parameter a), debt financing always provides tax advantages compared to equity financing. Furthermore, the risk associated with equity financing (parameter b) from an investor's perspective is always higher than debt financing. This corresponds to the third effect that results from business cycles (parameter c), that is, the higher the growth rate of an economy, the lower risk capital investments have in general. Low or negative growth rates lead to higher capital costs compared to economies with high growth rates. Finally, the cost of capital depends on the structure of the finance market (parameter d). The more concentrated the market is, the easier it is for debt-financing investors to realise higher interest rates. The parameters are illustrated in the graph below.
Fig. 2: Parameters influencing the price for equity and debt-financing
effective
cost of capital
cost of debt
cost of equity
Germany
United Kingdom
A Financing of retirements B Cultural aspects D Opportunity cost of capital a Tax effect b Risk effect
c Effect of economic growth d Effect of market concentration C National accounting standards are supposed to be of minor importance
cost of debt
cost of equity
Source: Authors' own illustration
Risk allocation (parameter b) leads to higher cost of equity compared to debt financing. From the investor's point of view, investing in a corporation without limited risk (e.g. partnership) may result - in the event of a company defaulting - in a total loss of the invested capital plus additional private capital. Investing in a corporation that limits one's losses (e.g. Ltd.) can lead to a maximum loss of the sum invested in the corporation. Giving the capital as debt to the SME allows the possibility of recover a portion of one's investment in the event of a bankruptcy. Accordingly, the equity capital costs increase with the risk allocated to the business. Costs of debt financing are less influenced by this effect. Hence, equity investors demand a higher risk margin for equity investments compared to debt investors.
Business cycles (parameter c) are closely related to the various growth rates of economies. In the last ten years, the UK has shown higher growth rates compared to continental European economies. Accordingly, the expected risk of default associated with an investment in the UK is lower. This results in lower expected equity costs in the UK compared to the other countries under consideration, where the low or negative growth rates lead to higher equity costs.
The more concentrated the market for debt financing is (parameter d), the easier it is for banks to set higher interest rates. Since 88 % of all debt financing granted to UK SME is provided by a group of five British banks, the market power of these banks is considerably higher than the equivalent institutions in countries like Austria and Germany (Competition Commission, 2002). We can thus state that debt-financing costs are cheaper for SME in continental Europe than they are in the UK. This fact is also supported by various banking reports (cf. e.g. Cruickshank, 2000). The tax effect (parameter a) requires further analysis and will therefore be the focus of the following section.
3. Tax treatment of SME and VC-companies
3.1. Important aspects for SME
The taxation of profit is generally not a problem for a company in its early stages of operations. Given innovation depends on significant research and development activities, the initial years of a company are often characterised by high R&D expenditures leading to losses over several years. One possibility to provide such companies with a tax advantage would be to allow the recognition of self-developed intangible assets and amortisation of these assets in future more profitable years. However, there is usually no market price for self-developed innovations, so it is almost impossible to define a fair value for tax purposes. As such, it is recommended that an SME not engage in unnecessary tax planning due to the recognition and valuation of intangibles.
Another possibility to improve the tax situation for SME with high R&D expenditures relates to the treatment of losses. If the young company generates losses in its early stages, an unlimited loss carryforward should be granted at the very least. Alternatively a grant loss carry-back is feasible, which would only be positive for later stage companies that have produced gains in prior periods. The loss carry-backs lead with no doubt to immediate financial and liquidity relief for these later stage companies. However, other tax-saving ideas are still needed for companies in their early stages.
The two British regulations for pre-trading expenditures and losses are very useful instruments for start-ups: (1) Pre-trading expenditures incurred in the seven years before commencement of trading are deductible on the commencement of trading. Consequently, expenditures incurred for business purposes are not lost for tax purposes. (2) Losses incurred during the first four assessment years of trading can be offset against income generated during the three assessment years preceding trading. Through the ability to carry losses back to periods where income was generated by other sources, e.g. employment income, the start-up partnership derives additional equity out of taxes paid by the partners in previous years.
A minimum taxation (see Austria, Germany and Poland) is negative for businesses of all sizes, as it leads to companies paying taxes without having generated an over-all profit. A company starting to generate profits after incurring losses for years is required to pay taxes on its profits derived in the years of profitability, although there may not be any positive total output yet (e.g. Austria, where losses incurred in the current or a previous tax year can only be offset against 75% of the income of the current year). If a country needs a minimum tax for fiscal purposes, it should at the very least introduce a regulation for SME
(e. g. Germany, where losses can be set off against the first €1 million of net income in a given year without restriction. Thus, SME usually will not be subject to the restriction of offsetting losses exceeding €1 million against up to 60% of the net income.).
Analysis of corporate taxation in all countries being scrutinised shows that each of these countries has a so-called lock-in effect, i.e. the total tax burden on profits increases when corporations distribute their profits. In general, this is considered economically acceptable and not viewed critically. But for SME, which are often required to distribute at least a part of their profits (assuming their shareholders need them for a living), this tax increase poses a problem. Accordingly, SME' shareholders try to decrease the total tax burden by entering contracts with their own companies. Credit contracts provide a possibility to avoid "double taxation" by both the company and at the shareholder level.
In general, the tax liability on accumulated profits should be as low as possible in a state fiscal system. By having a lower tax rate, corporations would be given the ability to re-invest an increasing part of their profits. This would be a very useful instrument for allowing corporations to finance themselves more easily. But as the shareholder-value discussion in the 1990s has shown, the lock-in effect may have negative implications for large corporations. In these larger companies, management may be misguided by the lock-in effect and try to accumulate as much profit as possible. This results in capital remaining within the corporations, generating a lower return on capital than the shareholders themselves could earn with alternative investments.
This downside of the lock-in effect is however, not a problem for SME. Their highest priority is to build up equity. It should therefore be made possible for SME to accumulate as much profit as possible. The corporate taxes in France and the United Kingdom show that this differentiation between SME and large corporations can easily be made by introducing reduced tax rates for small- and medium-sized companies. Tax rates starting at 0% (in France: only for newly created companies in the initial two years) are followed by modest tax rates (15% for SME in France, 19% in the United Kingdom). These tax concessions are granted to corporations until they reach certain profit or turnover levels, which enable these corporations to retain the equity they need for future growth.
Special emphasis should be put on tax rate incentives for newly created companies and/or innovative new companies. An example of such incentives exists in France, whereby full and partial exemptions are granted to companies created prior to December 31, 2009. SME with at least 50% of their capital owned by individuals are granted a complete corporate income tax exemption in the initial three years of the innovative activity, reduced to a 50% exemption in the following two years. Additionally, exemptions from various other taxes such as business taxes and social security contributions are granted. If a corporate income tax rate reduction appears infeasible, a reduced total tax burden can be reached by abolishing additional taxes for SME, e.g. the social surcharge in Germany.
With respect to payroll taxes, real estate taxes and social security contributions, it can be shown that increasing income tax rates reduce the effective burden. However, these taxes are also required to be paid in years without profitability. When the corporation pays no income taxes, there is no tax effect to lower the burden of non-income taxes. SME often have a weak financial position, which makes paying taxes in periods with losses quite difficult. Accordingly, minimum taxes - regardless of whether they have to be paid in general or only in periods after losses are no longer incurred - should generally be avoided.
Taxation of partnerships' profits generally involves a broader range of effective tax rates. As taxation of individuals usually starts at or near 0%, SME-partnerships with comparably low profits per partner may have an effective tax burden much lower than corporations of a similar size. It is striking that in countries
with a progressive corporate income tax rate (France, United Kingdom) partnerships are less important legal forms. In contrast partnerships in countries with a flat-rate corporate tax structure are the chosen legal form. Since innovative start-up SME are considered to be very risky ventures, the creation of new companies may be positively impacted by a more favourable taxation of lower risk SME-corporations.
In order to decide which profit or turnover limits are adequate for the definition of an SME corporation, the country's income tax rates should be analysed. The definition of a «high» income (or profit) for tax purposes can only be determined according to the taxpayer's environment. Similarly, the definition of a small or medium sized corporation should be differentiated from country to country.
As the total burden of payroll taxes, social security contributions and real-estate taxes increases with decreasing income tax rates, the effective burden of those payments is heavier for SME than for large partnerships, where partners pay maximum tax rates. A proposal to alleviate this burden would be to incorporate «introductory rates» for these taxes and contributions, so that employees are more cost effective for smaller companies compared to larger ones.
If equity financing is not sufficient for covering an SME's financial needs, debt financing would be considered as an alternative instrument. As has been shown, two alternatives exist for debt financing. Under the first scenario, the shareholder has no private capital he can give to his company. In this case, the loan has to be granted by a bank or another credit institute. Under the second scenario, the shareholder has private capital. Under this situation, he can consider whether financing his company with debt is less expensive from a tax perspective than injecting new equity.
As can be shown, debt financing usually leads to a decrease in corporate income tax, but to an increase in tax at the creditor's level. If the creditor equals the shareholder, the shareholder's level has to be included in the aggregation. The tax effect of interest payments to credit institutes is thus calculated as the tax avoided on accumulated profits. The tax effect on interest payments to shareholders is the sum of (negative) tax avoided on distributed profits and (positive) tax on the interest received at the shareholder's
It can be shown that debt-financing a company can generally reduce the total tax burden. For loans granted by credit institutes, the combination of the leverage effect and the tax shield makes debt-financing an easy way to reduce taxation at the corporate level.
If shareholders can grant their own company a loan directly, the possibility to finance their corporation with their own credit can result in a reduction in taxes, depending on the tax rate the shareholder has to pay on interest received. Especially for shareholders of SME who are not taxed at top rates in a progressive income taxation system, debt financing can be a good instrument for reducing one's tax burden.
Particular attention should be paid to thin-capitalisation rules in the surveyed countries, as the deductibility of interest including thin capitalisation rules plays a key role in the level of private equity investments. When tax authorities tighten the thin capitalisation levels for entities, they are challenging the company's ability to deduct interest for the portion deemed to be above an arm's length rate or above an amount that would be lent by a third party. The company's tax charge is increased, as it is no longer able to benefit from the leverage effect and the tax shield. The wider the spread between the tax effects of equity financing and debt-financing is, the stronger the effect.
As partnerships in the selected countries are transparent for tax purposes, no tax reduction can be achieved by partners financing their own firms in most cases. Only debt financing by credit institutes reduces the total tax burden (via leverage effect and tax shield). Aside from Austria, France, Germany
and the United Kingdom, Poland is the only country that provides the possibility of tax-reduction as it offers a 19% flat-rate on all business income independent of the legal form. In Germany, there is a 50% interest correction of the business tax base. This represents an additional charge for those companies and shareholders that are not able to finance the business themselves. Instead of correcting part of the above-mentioned business tax, German fiscal authorities should consider abolishing this tax.
3.2. Important aspects for VC-companies
For venture capital companies, each investment in an SME is a decision driven by risk and return. The two most important tax questions for venture capital companies thus are how losses are treated for tax purposes and what tax effects arise from profits?
In general, a venture capital company will invest in risk-limited partnerships (as the German «GmbH & Co. KG») or in corporations (where liability is limited to the corporation's assets). Losses occurring at the transparent partnership level may be used to reduce taxes at the venture capital company level, if permitted by the national tax system. However, this does not hold for corporations. Specifically, if the venture capital has invested in a corporation and the corporation has incurred losses, the venture capital cannot utilise the losses for tax purposes. On the other hand, some tax systems allow an extraordinary depreciation on shares that have a reduced going-concern value.
Advice on to what extent extraordinary depreciation on shares held by venture capital companies should be permitted cannot be given. Generally, it should fit the tax system in the applicable country, e. g. Germany, where losses cannot be deducted and losses in value are treated equally. It is more important how losses realised by the disposal of shares are treated at the venture capital company's level.
Venture capital companies favour the opportunity to deduct the realised risks (capital losses) from their ordinary income (profit). But according to different tax systems, capital losses are not deductible in some countries - e. g. in Germany, where the equivalent capital gains are basically tax-exempt. For tax purposes, venture capital entities could be allowed an election between capital losses being treated as ordinary losses (and accordingly capital gains being taxed) or capital losses and capital gains being irrelevant for tax purposes. Special attention would have to be given to adopt such a regulation into the national tax system.
Venture capital experts emphasise the importance of a reduced or zero-taxation of capital gains. Tax systems in some countries such as Germany include this feature. If the national tax system provides taxation of capital gains, it should accordingly provide tax deductibility for capital losses (e. g. Austria, Poland and the United Kingdom). A tax incentive for venture capital companies is common practice in France. In this country, capital losses are generally treated as ordinary losses, but capital gains are subject to a reduced corporate tax rate. As the after-tax gain must be booked to a long-term capital gains reserve, distribution of which results in the imposition of corporate taxes at the normal rate, misuse of the incentive appears to be generally avoided. Since venture capital companies usually re-invest their capital gains, the French regulation could be made a European standard. Regulations in countries such as in Germany obstruct venture capital activities, as 5% of capital gains have to be taxed at normal rates but 0% of capital losses are deductible for tax purposes.
An additional regulation for venture capital companies might be the introduction of a general rollover relief. As the selected countries do not have special regulations for rollover relief for venture capital companies, no recommendation can be made. However, the French system of lower taxation on capital gains combined with booking a capital gains reserve resembles the effect derived from a partial rollover relief for capital gains.
Last but not least, it should be stated that any possibility taxation reduction measure applicable to SME can be transferred to venture capital companies. Therefore, the relief provided in the United Kingdom known as the enterprise investment scheme (EIS) and the venture capital trust (VCT), described above, may provide steps in the right direction.
4. Enhancing access of SME to financial resources
We have shown that the access to financial resources for SME in all selected countries is still perceived to be a problem. Two main reasons for this problem have been identified. Firstly, the capital structure of SME in the selected countries (except for a particular difference in the UK) shows a weak level of equity.
The second main hindrance to SME' access to financial resources, esp. to private equity, relates to the tax system. As shown in our study, tax schemes in the selected countries vary. Most countries only allow tax reductions for debt financing of companies. Thus, the equity financing schemes are discriminated against. Due to an increase in companies' debt-equity-ratios, most of the selected countries have tightened their thin capitalisation rules. As discussed above, Austria is the only country that treats equity financing differently.
The main issue regarding equity financing is linked to the discussion on the treatment of equity endowments by the tax system. A discrimination of equity financing can be clearly seen in most countries. Accordingly, the study proposes changes for equity financing in corporate SME. First of all, equity financing should be treated similar to the interest treatment of debt financing. Similar to the treatment in Austria, the idea is that a certain equity interest rate should be used to reduce the profit of a company. The interest rate as well as the amount of interest deductible from the tax base should be in accordance with the regulations for debt financing. Furthermore, we propose specific tax rates for young SME. Specifically, the imposition of a tax rate lower than the regular corporate tax rate is recommended. The third recommendation is aimed at the treatment of losses for SME. We support the transfer of historical losses to be offset against profits generated in future tax years (loss carry-forward). This transfer should be unlimited with respect to the amount of losses and the carry-forward period. To enhance the liquidity for start-ups through tax refunds, even a loss carry-back against the entrepreneur's income from previous periods should be considered. For partnerships and sole proprietorships, we propose a possibility to change the tax scheme within a certain period. The change from individual income tax to corporate income tax should be made possible once during the lifespan of an SME.
Debt financing of SME is favourable in all countries except in Austria. These countries have established thin capitalisation rules. We propose that these thin capitalisation rules be either abolished or restricted to offshore financed businesses with non-EU countries. Thin capitalisation rules should not be applicable to any businesses within the European Union.
The tax burden on venture capital firms is generally similar to the tax regulation for corporations. The main point of discussion, however, is the impact of changes in the value of shares retained by a venture capitalist. We propose three changes. First of all, extraordinary depreciation only makes sense, if and only if, it is in accordance with the tax systems. This means, if gains from changes in value are subject to tax, the losses should also be relevant from a tax perspective. Secondly, should gains and losses in the value of the shares owned by venture capitals be subject to taxes, losses should be treated like losses from other investments as well. Accordingly, a transfer of losses to prior or future periods should be made possible. Finally, we propose that realised capital gains due to changes in the value of shares be treated according
to a special tax scheme. With respect to this final recommendation, the United Kingdom offers a good blue print for a favourable solution. Furthermore, a rollover relief for corporate taxes should be provided.
Based on these recommendations, substantial changes in the access to financial resources could take place for SME. With such changes, incentives for SME to enhance their equity share as well as incentives for further investments can be expected.
Literature
BDI (Bundesverband Deutsche Industrie), 2003; BDI data cited in:"Private Equity umwirbt Mittelstand", FAZ, 24.11.2004, p.21 Competition Commission, The Supply of Banking Services by Clearing Banks to Small and Medium-sized Enterprises, London, 2002 Cruickshank, D., Competition in UK Banking - A Report to the Chancellor of the Exchequer, London, 2000 European Commission, European Observatory, SMEs in Europe, 2003 European Commission, SMEs and access to finance, 2003a.
EVCA Yearbook 2003, Annual Survey of Pan-European Private Equity & Venture Capital Activity, Zaventem, Belgium, June 2003
EVCA Yearbook 2004, Annual Survey of Pan-European Private Equity & Venture Capital Activity, Zaventem, Belgium, June 2004
Heimer, Th., Holscher, L., Werner, Matthias Ralf: Access to Finance and Venture Capital for Industrial SME, Frankfurt School - Working Paper Series,
May 2008
PriceWaterhouseCoopers (PwC), Money for Growth, The European Technology Investment Report 2004, London, U.K., June 2004
LIBRARY Q
НОВОЕ ПОКОЛЕНИЕ ТЕХНИЧЕСКИХ СРЕДСТВ ОБУЧЕНИЯ.
Индивидуальные электронные комплексы-тренажеры (М.:КНОРУС, 2008).
- Бакалавр: Макроэкономика: электронный обучающий курс. Под ред. проф. Думной Н. Н. М.: КНОРУС, 2007, 2008.
- Бакалавр: Микроэкономика: электронный обучающий курс. Под ред. проф. Юданова А. Ю. М.: КНОРУС, 2007, 2008.
В их основу положены одни из наиболее известных учебников «Микроэкономика: теория и российская практика» под ред. А.Г. Грязновой и А. Ю. Юданова, М.: КноРус, 2007 и «Макроэкономика: теория и российская практика» под ред. А. Г. Грязновой и Н. Н. Думной, М.: КноРус, 2007. После прочтения текста учебника студент может в интерактивном режиме провести самоконтроль с помощью тестов.
Последние составлены практически в постраничном режиме. Повторять попытки найти верный ответ в режиме тренировочных тестов можно многократно, даются отсылки к соответствующим разделам текста учебника. Поэтому студент, успешно справившийся с тренировочным тестированием, может быть уверен, что овладел базовыми знаниями по теме.
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