Professional Documents
Culture Documents
Agricultural Cooperatives
Timothy J. Richards and Mark R. Manfredo
80
70
Number of Transactions
60
50
40
30
20
10
0
1980 1982 1984 1986 1988 1990 1992 1994 1996 1998
Source: The Food Institute, Food Business Mergers and Acquisitions (2000).
public.2 Consequently, assessing the post- better understand how consolidation may
merger performance of cooperatives is both impact their overall future competitiveness.
empirically and conceptually challenging.
Despite the fact that there is no public
Rigorous determination of the impact of market for cooperative equity, many
consolidation on cooperative performance indirect measures of managerial
is important for several reasons. First, performance are the same as for
unlike publicly traded firms, cooperative proprietary firms. In fact, in order to
performance cannot be determined achieve their objective of maximizing total
through changes in market valuation. member welfare (Fulton), cooperatives
Rather, the impact of consolidation on maximize profit in the same way as non-
member-owner welfare can only be cooperatives. Sales growth, cost per unit
measured indirectly through measures of of output, and operating profit are all
profitability or cash flow. Second, the critical measures of performance which
sheer volume of economic activity which are capitalized directly into the value of a
flows through cooperatives in the publicly traded firm, or indirectly into
agricultural sector demands that some the value of private firms that own
account be taken of how consolidation may cooperatives.3
impact the future growth and profitability
of merged entities. Third, because most Thus, the primary objective of this
cooperatives must compete for patronage research is to determine whether
with non-cooperatives, it is important to cooperatives that participate in various
consolidation activities—mergers,
2
acquisitions, strategic alliances, or joint
Although cooperatives do not have an explicit
profit motive, it is well understood in the theory of
ventures—perform better financially than
cooperative behavior that in order to maximize those that do not. To accomplish this
member-owner welfare, a cooperative’s conduct will be
isomorphic to that of a competitive, investor-oriented
firm. Less formally, cooperative managers often
3
communicate the importance they place on achieving Operating profit denotes profit prior to the
profit goals through annual reports and at members disbursement of surplus, or “patronage refunds” to
meetings. members.
Agricultural Finance Review, Fall 2003 Richards and Manfredo 177
objective, the study assesses the relative financial performance.4 Using various
importance of several financial attributes measures of financial performance, there
(liquidity, leverage, efficiency, and is also considerable evidence showing
profitability) on the likelihood of a mergers or acquisitions fail to generate
cooperative participating in one of the the benefits expected by shareholders
above transactions, and tests whether or (Ravenscraft and Scherer; Herman and
not cooperatives characterized as relatively Lowenstein). However, in a study of
capital-constrained are more likely to corporate performance following mergers,
consolidate. This research also examines Healy, Palepu, and Ruback found merged
whether the benefits derived from firms experience improved asset
cooperative consolidation, if any, appear productivity and operating cash flows, and,
in terms of sales volume only, or if moreover, this improvement is rewarded
profitability improves as well. with super-normal shareholder returns.
positive wealth effects resulting from Any firm without access to sufficient
mergers are due to the realization of capital is likely to be less profitable than
untapped economies of scale or synergies, otherwise—both for operational and
and not by the creation of market power. marketing reasons. If a firm is unable to
Other potential sources of operational gain operate at minimum efficient scale, then
include efficiencies created through it cannot operate on a least-cost basis.
vertical integration, access to key Further, cost complementarities which
personnel or organizational resources, or are achievable only through producing
through a reduction in agency costs (Klein, multiple products or offering multiple
Crawford, and Alchian). Furthermore, if a services are a critical source of economies
cooperative is able to link to another of scope for cooperatives (Akridge and
cooperative or proprietary firm that offers a Hertel).
complementary product line, it will be able
to improve both category and geographic With insufficient capital, a cooperative is
market coverage. likely to provide a more limited product
line than it would prefer. Similarly, it will
Such marketing or strategic synergies are be able to market this line to a smaller
often cited as a source of gains from geographic market than would be optimal.
mergers among publicly traded firms Branding activities, such as consumer
(Bradley, Desai, and Kim, 1983, 1988; advertising and promotion, retail
Agrawal, Jaffe, and Mandelker). Acquiring merchandising, and trade promotion, are
additional production capacity or making all highly capital-intensive activities that
better use of existing capacity may indeed are most efficiently allocated across a
be key sources of such scale economies. number of different markets. The ability to
However, in contrast to evidence cited by fund these programs has an effect on the
Jensen and Ruback, increases in market cooperative’s revenue as well. Product
power may be obtained directly by merging differentiation, and market power more
with or acquiring another cooperative in generally, requires a significant investment
the same market as a result of gaining which is typically available only to better
access to a strong brand, removing a rival capitalized proprietary firms. Without the
from the market, or gaining leverage with ability to mount a credible strategic threat
input suppliers or buyers. Therefore, to a proprietary rival, cooperatives are
potential gains through cooperative often subject to aggressive competition and
mergers suggest cooperative owners entry into key markets.
have all the same motivations to merge
as those of publicly traded firms, plus Access to capital is also necessary to be
some additional motivations unique to able to either buy smaller rivals who pose
cooperatives. such a threat, or to absorb excess
production capacity. There is some
In particular, cooperatives are more likely empirical support for the hypothesis that
to find themselves capital constrained than capital-constrained firms are more likely
publicly traded firms. There are a number to merge with firms with better access to
of reasons why this is the case. First, few capital. Hubbard and Palia, for example,
cooperatives issue equity to the public concluded the merger wave of the 1960s
because to do so would be to sacrifice was due in large part to weaker firms’
control over the cooperative to outside attempts to overcome institutional
investors who are not necessarily patrons. problems that prevented them from
Second, although many cooperatives obtaining sufficient capital.
generate positive surpluses on an operating
basis, the cooperative archetype is not-for- This study tests whether a lack of capital
profit. Third, any surplus a cooperative is also responsible for mergers among
does earn is eventually returned to agricultural cooperatives by specifying the
members through patronage refunds. probability that a cooperative engages in
Agricultural Finance Review, Fall 2003 Richards and Manfredo 179
Therefore, 8c is a firm-specific measure of (4) P k (i * $) ' P Uitk & $i0 & j $ij Xijt
k k
> git ,
the value of the c cooperative’s capital j
constraint. Since Kc is the ratio of long- œ i ' 1, 2, ..., M; k ' 1, 2, ..., N,
term debt to total assets, a higher
proportion of long-term debt relative to or, assuming the error terms are i.i.d.
short-term debt in a cooperative’s capital extreme value distributed, the probability
stock represents a higher value of Kc , and of choosing i becomes:
thus less of a constraint. Hence, the value
of 8c is positive if the capital constraint is k
$i Xit )
exp($
binding and is also expected to have a (5) P(i* $) '
j exp($
k
positive effect on the probability of a $j Xjt )
j
cooperative choosing some form of
consolidation activity. for each alternative. Consistent estimation
of (5) maximizes the likelihood function,
This measure of the shadow value of
capital, 8c , is then used to determine if N M
$) ' j j *i P k (i * $),
k
capital constraints influence the (6) L($
k'1 i'0
probability of some form of consolidation.
Since there are likely different motivations over N cooperatives and M choices, where
by cooperatives for participating in either a
*ki = 1 if i = 1, and zero otherwise. When
merger, acquisition, strategic alliance, or
estimating multinomial logit models, it is
joint venture, or maintaining the status
necessary to normalize the response
quo, 8c is included as an explanatory
coefficients of one choice to zero ($$i = 0), so
variable in a multinomial logit model of
the remaining parameters are incremental
consolidation choice. Thus, the
to the base case, defined here as a year in
multinomial logit model expresses the
which no activity occurs. Further,
likelihood or probability of these
estimating (6) in a fixed-cooperative-effect
consolidation activities occurring as a framework allows for unobserved
function of various explanatory variables heterogeneity in pooled time-series, cross-
including the shadow value of capital, 8c . section data. With this assumption, each
Including all consolidation activities in a component of Xi has a common effect
multinomial logit framework also provides across all cooperatives, but the intercept
for efficient estimation, especially given the varies among sample members.
relatively small data set available.
In addition to 8c , several other variables
To derive the multinomial logit model, the are included in Xkit which may explain the
utility derived from consolidation consists likelihood of consolidation. Hypotheses
of a deterministic component (Vitk ) and a regarding the determinants of any type
random component (gkit ), such that: of consolidation activity (mergers,
acquisitions, strategic alliances, and joint
(3) Uitk ' Vitk % gkit ' $i0 % j $ij Xijt
k k
% git , ventures) suggest the probability of a
j
cooperative participating in any given year
œ i ' 1, 2, ..., M; k ' 1, 2, ..., N, is a function of its efficiency, profitability,
liquidity, growth, degree of financial
where Xkit is a vector of attributes of both leverage as measured by its total asset
choice i (e.g., merger, acquisition, joint turnover ratio, return on assets, current
venture, strategic alliance) and chooser ratio, rate of growth of sales, and debt-to-
k (the individual cooperative), including assets ratio, respectively. These hypotheses
8c estimated in equation (2) above. The follow from existing studies and well-
probability of choosing alternative i in understood theoretical determinants of
time period t depends upon the realization merger and acquisition activity (Jensen
of gki : and Ruback; Adelaja, Nayga, and Farooq).
Agricultural Finance Review, Fall 2003 Richards and Manfredo 181
Notes: An asterisk (*) denotes statistical significance at the 5% level. We cannot disclose the precise association
of each variable with the particular sector in order to protect the identities of the respective cooperatives. The
likelihood-ratio test statistic is chi-square distributed under the null hypothesis that all $ parameters are equal
to zero, with the number of restrictions equal to the number of parameters. The sector descriptions are
suppressed to preserve the anonymity of cooperatives within each.
Asset Turnover 0.756 1.435 0.511 1.337 0.390 1.246 0.894 1.467
ROA !0.171 !0.665 0.096 0.674 !0.053 !0.652 !0.047 !0.649
Current Ratio !0.326* !2.062 0.201* 2.433 0.152* 2.486 !0.480* !2.112
Sales Growth 0.031 0.241 0.024 0.235 0.004 0.123 0.032 0.241
Debt-to-Assets Ratio !1.531* !2.248 !0.521* !2.649 !0.119 !0.652 !1.605* !2.267
GDP Growth 0.147 0.973 !0.056 !0.680 !0.057 !0.693 2.084 1.939
S&P 500 Growth 0.041 0.554 0.078 0.730 0.223 0.883 0.325 0.906
Interest Rate 0.311* 2.490 !0.065 !0.672 0.428* 2.345 !1.982 !1.827
Value of Merg. & Acquis. 0.359 1.626 0.139 1.305 0.013 0.245 0.570 1.707
Value of Output 1.465* 3.164 !0.754* !3.493 1.528* 3.175 !0.172* !1.979
8 0.029* 4.531 0.016* 6.299 0.022* 16.418 0.028* 5.918
Notes: An asterisk (*) denotes statistical significance at the 5% level. All elasticities are calculated from the
MNL coefficients in Table 1 and are evaluated at the mean of each variable. We cannot disclose the precise
association of each variable with the particular sector in order to protect the identities of the cooperatives in
each.
186 Post-Merger Performance of Agricultural Cooperatives
As is the case with all multinomial logit equity prices are also associated with
models, estimating the effect of each increasing rates of cooperative participation
choice attribute leads to a proliferation of in strategic alliances and joint ventures.
parameter estimates. From the results in Whereas proprietary firms use inflated
Tables 3 and 4, the most important equity prices as currency to facilitate
determinant of consolidation is the value mergers, this option is not available to
of the capital constraint facing a cooperatives, so the effect captured here is
cooperative. In each case, the marginal likely an indirect one. Specifically, as
impact is both statistically significant and, publicly traded rivals use high equity
by the value of the elasticity, economically valuations to consolidate at a faster pace,
important as well. Therefore, this result cooperatives are forced to seek some form
suggests cooperatives that possess limited of affiliation or lose competitiveness.
capital resources, relative to their
opportunities for profitable investments, There are also many factors observed to
are likely to seek additional investment reduce the likelihood of consolidation. In
flexibility by acquiring less-constrained particular, as ROA rises, cooperatives are
cooperatives. less likely to merge, perhaps because more
profitable cooperatives are more lean and
Among internal factors, asset management focused on operating results rather than
efficiency, as measured by total asset size. Further, in two cases (mergers and
turnover, is positively related to the joint ventures), cooperatives with higher
probability of observing all types of debt-to-assets ratios are less likely to
activity. Because the excluded alternative consolidate. While merging cooperatives
in this model is the choice of “doing are often required by their partners to
nothing,” cooperatives that are already have financial flexibility, the joint-venture
operationally efficient seek to consolidate result is somewhat surprising because
out of a position of strength, perhaps to they typically involve no formal exchange
extend their reach geographically, of capital. However, it may be the case
vertically in the marketing channel, or to that the financial commitment to a venture
increase market power. This interpretation may serve as an effective deterrent to
is supported by the positive impact of sales participation. Indeed, the likelihood of
growth on the probability of a merger, and forming a joint venture falls as interest
is also consistent with the common rates rise because many joint ventures are
perception that cooperatives tend to relatively capital intensive. Although
combine with others when they can proprietary firms should exhibit a similar
potentially obtain a more dominant market effect, it is especially strong for
or membership position. cooperatives because any transaction is
likely to be financed with debt. Similarly,
Among macroeconomic factors, the illiquid cooperatives are also less likely to
probability of observing a merger rises with participate in either a merger or joint
the total value of agribusiness mergers and venture. Cooperatives with more working
the total value of agricultural output in capital could perhaps achieve the same
general, although these two relationships ends through an acquisition or strategic
are statistically significant only at a lower alliance instead.
level of confidence. In most sectors,
cooperatives must compete with IOF rivals. In the second-stage model, performance
If non-cooperative rivals find it cannot be defined in terms of a single
advantageous to grow by merging with or metric, because tradeoffs can be made
acquiring others in the same industry, between growth and profitability. For
cooperatives feel significant competitive example, restructuring may improve
pressure to do the same. However, this profitability, but often at the cost of slower
result does not find much support in the sales growth, which, of course, may lead to
other types of activity. Further, higher lower profitability in the future. For this
Agricultural Finance Review, Fall 2003 Richards and Manfredo 187
Table 5. 3SLS Model of Cooperative Post-Merger Performance: ROA and Sales Growth
ROA Sales Growth
Variable Estimate t-Ratio Elasticity Estimate t-Ratio Elasticity
R2 0.318 0.129
Notes: An asterisk (*) denotes statistical significance at the 5% level. The sector descriptions are suppressed
to preserve the anonymity of cooperatives within each.
reason, cooperative performance is defined suggest the two performance measures are
both in terms of return on assets and sales not mutually exclusive, as cooperatives
growth. with faster sales growth tend to be more
profitable.
Examining the results obtained by
estimating separate post-consolidation Most significantly, however, these results
financial performance models for each type lend some (albeit limited) support to the
of consolidation activity, Tables 5S8 show hypothesis that consolidation reduces the
that cooperatives which are more efficient, extent of any capital constraint, thereby
both in terms of asset turnover and cost of allowing a cooperative to improve its
goods sold, are also more profitable. financial performance. If the likelihood of
Because many are active in both input participating in a merger has a positive
supply and marketing, cooperatives also impact on the performance measure in
benefit from sector-wide prosperity, as question, then consolidation can be
indicated by the fact that profitability in interpreted as welfare-increasing to
most cases rises in the value of cooperative member-owners.
agricultural output. Even after allowing
for the value of output, however, With respect to mergers and joint
profitability varies widely among ventures, the results show consolidation
cooperatives in different sectors. allows a cooperative to grow faster, but not
Consistent with the hypothesis that capital necessarily become more profitable. For
constraints provide a key motive for mergers, this is likely a result of the
consolidation, firms with lower debt-to- difficulty of assimilating the other firm
asset ratios tend to be more profitable within a short period of time, while many
when proper account is taken of the joint ventures may simply be ill-conceived
likelihood of consolidation through Lee’s and difficult to manage effectively with
correction procedure. These results also another party.
188 Post-Merger Performance of Agricultural Cooperatives
Table 6. 3SLS Model of Cooperative Post-Acquisition Performance: ROA and Sales Growth
ROA Sales Growth
Variable Estimate t-Ratio Elasticity Estimate t-Ratio Elasticity
Notes: An asterisk (*) denotes statistical significance at the 5% level. The sector descriptions are suppressed
to preserve the anonymity of cooperatives within each.
Table 7. 3SLS Model of Cooperative Strategic Alliance Performance: ROA and Sales Growth
ROA Sales Growth
Variable Estimate t-Ratio Elasticity Estimate t-Ratio Elasticity
R2 0.292 0.295
Notes: An asterisk (*) denotes statistical significance at the 5% level. The sector descriptions are suppressed
to preserve the anonymity of cooperatives within each.
Agricultural Finance Review, Fall 2003 Richards and Manfredo 189
Table 8. 3SLS Model of Cooperative Joint-Venture Performance: ROA and Sales Growth
ROA Sales Growth
Variable Estimate t-Ratio Elasticity Estimate t-Ratio Elasticity
Notes: An asterisk (*) denotes statistical significance at the 5% level. The sector descriptions are suppressed
to preserve the anonymity of cooperatives within each.
# Third, sales growth tends to come at new products, or enter new markets, but it
the expense of profitability. Whether may be burdened with a new division
cooperative managers take a longer- which was not profitable before the
term view of the potential benefits of merger. While gaining access to more
consolidation, or they tend to seek capital by merging with another firm
market share and not bottom-line may allow a cooperative to increase sales,
performance, clearly there is at least doing so may reduce profitability.
one positive financial outcome from However, it may very well be the case
cooperative consolidation. that lower profits are a temporary
phenomenon, because eliminating
redundant administrative units and
Summary and Conclusions overlapping products and services takes
a considerable amount of time—
In recent years, agricultural cooperatives possibly more than the one-period lag
experienced a rapid rise in the number allowed here.
of mergers, acquisitions, and other
consolidation and restructuring The implications of this research for
transactions similar to the trend seen cooperative members, managers, and
among proprietary, publicly traded firms. policy makers are many. First, the
Regardless of the motivation, the final decision to consolidate should be viewed
outcome of any of these activities is from a long-term perspective and should
expected a priori to provide positive seek to maximize the present value of
benefits which should eventually be members’ investments. Second,
reflected through the value of the cooperative managers as well as policy
companies’ stock or through measures makers may need to seek new and
of financial performance. innovative ways of assisting cooperatives
in acquiring external capital to finance
While the capital asset pricing model both daily operations and positive net-
(CAPM) provides a generally accepted present-value-generating projects without
benchmark for determining the post- necessarily resorting to consolidation.
merger performance of publicly traded With more opportunities for generating
firms, assessing post-merger performance outside capital, in particular equity capital,
of agricultural cooperatives is not as consolidation may not be the least-cost
straightforward. Cooperative stock does alternative to easing capital constraints.
not trade on public exchanges, nor are Thus, government can help agricultural
cooperatives required to disclose financial cooperatives in a low-cost way by
statements and other information advancing legislation or structuring
commonly required of publicly held regulations designed to make equity
corporations. Despite these complications, financing more attractive.
given the vital role played by agricultural
cooperatives in the U.S. agricultural Finally, future research in this area
sector, it is important to determine the should address the more fundamental
effects of consolidation on financial problem experienced by cooperative
performance. boards in negotiating mergers and
acquisitions, namely establishing a value
The findings of this study indicate capital for a non-traded entity. If cooperative
constraints are the most significant factor mergers result from one cooperative
motivating cooperatives to partake in rescuing a weaker rival, as is commonly
mergers, acquisitions, joint ventures, and the case, then there must be some way of
strategic alliances. If a cooperative establishing an objective value of the
merges with another, for example, it will merged entity to assess whether
be better able to invest in productivity- consolidation is indeed in the interests
enhancing capital investments, develop of the larger firms’ members.
Agricultural Finance Review, Fall 2003 Richards and Manfredo 191
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