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Post-Merger Performance of

Agricultural Cooperatives
Timothy J. Richards and Mark R. Manfredo

Abstract During the late 1990s, agricultural


cooperatives went through a period of
During the 1990s, the rate of consolidation rapid consolidation. As shown by Figure 1,
among agricultural cooperatives, including there were an average of 36.6 mergers,
mergers, acquisitions, strategic alliances, acquisitions, strategic alliances, or joint
and joint ventures, increased significantly. ventures per year between 1980 and 1989.
While post-merger performance has been In contrast, this average rose to 47.6
examined extensively for investor-owned between 1990 and 1998. While recent
firms, this has not been the case for studies attribute this trend to internal
agricultural cooperatives, primarily factors such as capital constraints,
because these firms do not have an explicit liquidity, and profitability, and to
profit motive or publicly traded stock. external factors such as economic
Results from a two-stage econometric growth, competitor mergers, vertical-
model reveal that a major motivation for channel mergers, and interest rates
cooperatives to engage in these activities is (Adams, Love, and Capps; Adelaja, Nayga,
to circumvent capital constraints. and Farooq), there has been very little
Furthermore, the decision to merge and research into the impact of post-merger
financial performance are jointly financial performance.1
endogenous, with profitability positively
influenced and sales growth negatively Post-merger performance of publicly
influenced by the likelihood of merger. traded firms is relatively easy to
measure, given public access to
Key words: acquisitions, capital constraints, detailed financial statements, the
cooperatives, financial performance, joint observability of share prices, and
ventures, mergers, multinomial logit standards for pricing corporate assets
modeling, strategic alliances via the capital asset pricing model (CAPM)
or similar pricing models (Jensen and
Ruback; Rau and Vermaelen; Franks,
Harris, and Titman; and many others).
However, cooperatives are not publicly
traded, do not have an explicit profit
motive, nor are they obligated to share
financial information with the general
Timothy J. Richards is associate professor and Power
Chair of Agribusiness, and Mark R. Manfredo is
assistant professor, both in the Morrison School of 1
While mergers, acquisitions, joint ventures, and
Agribusiness and Resource Management, Arizona State strategic alliances are all considered alternative forms
University East, Mesa, AZ. Financial and technical of consolidation, note that joint ventures and strategic
support from the Rural Business Cooperative Service alliances are fundamentally different from the other
of the USDA, and the helpful comments from James two as they do not require any formal exchange of
Eaves, are gratefully acknowledged. The views ownership or capital of any form. They do, however,
expressed here do not necessarily represent those of represent a means by which a cooperative can extend
the Rural Business Cooperative Service or the U.S. itself into another line of business or another market
Department of Agriculture. with the resulting change in business profile.
176 Post-Merger Performance of Agricultural Cooperatives

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).

Figure 1. Total Number of Mergers, Acquisitions, Strategic Alliances,


and Joint Ventures Among U.S. Agricultural Cooperatives: 1980S S1998

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.

In the absence of a market for cooperative


Economic Model of equity, there is no obvious means to
Cooperative Performance objectively value a cooperative, so this
study uses performance measures
Despite the large amount of empirical calculated from cooperative financial
research concerning the returns to statements. Therefore, improved
shareholders of publicly traded firms profitability and sales growth are assumed
involved in either a merger or tender offer, to reflect higher welfare for cooperative
there remains considerable debate over member-owners. Typically, the
whether returns to the acquiring firm’s justification given for mergers,
shareholders are negative or positive. acquisitions, joint ventures, or strategic
While a target firm’s shareholders are alliances among publicly traded firms
likely to earn abnormally positive relies on one of three potential sources of
returns, acquiring-firm shareholders gain: (a) improvements in operational
tend to receive either zero returns or efficiency, (b) improved market power, or
significantly negative returns (Dodd and (c) improved financial flexibility. While the
Ruback; Langetieg; Asquith; Bradley, first two of these benefits are direct, the
Desai, and Kim, 1983, 1988; Jensen and third operates indirectly by relaxing the
Ruback; Franks, Harris, and Titman; capital constraint under which many
Agrawal, Jaffe, and Mandelker; Loughran cooperatives operate.
and Vijh).
The direct benefits of consolidation are
Each of the studies cited above compares similar to those used to justify mergers
the returns to holding stock in an among proprietary firms. In their review
acquiring firm to the benchmark of studies completed prior to the early
represented by what would be expected 1980s, Jensen and Ruback found that any
for a firm of similar risk valued by an
equilibrium pricing model. Finding 4
As a reviewer notes, some cooperative mergers or
systematic underperformance, therefore, other forms of consolidation may occur for reasons
represents an anomaly that should not other than financial performance, and such non-
exist if capital markets are efficient. financial benefits (services, risk management, etc.) are
Consequently, empirical issues arise necessarily unmeasurable. However, in order to
remain financially viable, cooperatives must remain
regarding not only the question of
economically efficient and generate positive returns to
performance adequacy, but whether the their members. If cooperatives maximize the combined
equilibrium pricing model is specified producer surplus of their member-owners and the
correctly. consumer surplus of their member-users, they will
maximize returns in a financial sense as well.
Moreover, our econometric models reflect average
In general, poor returns performance cooperative behavior, so such non-financial objectives
likely also reflects similarly disappointing are necessarily included in the regression error term.
178 Post-Merger Performance of Agricultural Cooperatives

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

some form of consolidation transaction as unobservable variable. Therefore, a


a function of the implicit, or shadow value proxy variable for a cooperative’s capital
of its capital stock. If a cooperative with constraint must be estimated. Since
limited capital resources is able to capital is a fixed factor of production in
combine with another, better capitalized the short run, a dual restricted profit
cooperative, then the combined entity can function provides an expression for the
likely take advantage of more of the shadow value of capital. Thus, a profit
benefits of consolidation outlined above. function is estimated with the shadow
value of capital serving as a measure of
A second test examines whether the the firm’s capital constraint. Specifically,
combined entity becomes more profitable the shadow value of capital represents
than its individual members as a result of the implicit value of a firm’s capital
the larger capital pool available to both. A constraint if capital is indeed a binding
third set of hypothesis tests determines constraint.
whether post-merger performance
improves as a result of operational Of the many candidates for a suitable
efficiencies created through better asset functional form for the profit function, the
management, economies of scale, utilizing generalized Leontief (GL) has many
complementary assets, access to critical desirable attributes and is widely used
organizational resources, or other (Diewert; Lopez).5 Thus, the profit function
synergies. Finally, a fourth test for a representative cooperative is specified
investigates whether cooperative owners as (Morrison):
benefit through strategic or market power
N N
effects. (1) Bc ( p*K, () ' j j (ij ( pic pjc )½
i'1 j'1
N
Econometric Model of % j "i pic Kc % gc ,
½

Performance Measurement i'1

where p is an N-dimensional vector of


Tests of each hypothesis are conducted netput prices ( pi < 0 = input, pi > 0 =
within a two-stage econometric model. output), Kc is a fixed factor, and gc is an
The first stage focuses on how capital i.i.d. random variable for all cooperatives
constraints impact the incentive of (c) and time periods (t ).
cooperatives to engage in some form of
consolidation activity (e.g., merger, In this profit function, the parameter " is
acquisition, strategic alliance, or joint of particular interest. Taking the
venture). In the second stage, the derivative of (1) with respect to Kc , which is
probability of consolidation activity from the long-term debt-to-asset ratio, gives an
the first stage is used to determine expression for the shadow value of capital
whether financial performance of the for each cooperative:
combined firm, as measured by return on
MBc N
assets (ROA) and sales growth, actually (2) 8c ' ' (1/2) j "i pi Kc&½.
improves after the merger. The following MKc i'1
discussion outlines the specifics of this
two-stage modeling effort.
5
The generalized Leontief (GL) offers the benefits of
linear homogeneity without normalization, while both
Stage I symmetry and convexity can be tested and imposed.
Convexity in prices requires the Hessian to be positive
In the first stage of the model, a measure semi-definite, while concavity in a single quasi-fixed
input requires the second derivative to be nonpositive
of each cooperative’s capital constraint is
(Lopez). Further, because the GL is a flexible
needed. However, the potential capital functional form, it approximates any arbitrary
constraint faced by any firm is an alternative.
180 Post-Merger Performance of Agricultural Cooperatives

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

External factors, also included on the of these functions in a simple ordinary


basis of previous theoretical work, consist least squares (OLS) regression framework,
of a measure of aggregate economic however, results in biased and
activity (rate of GDP growth), the cost of inconsistent parameter estimates since
financing an acquisition (interest rate on the binary variable is endogenous, and
30-day T-bills), the rate of market value profitability and sales growth are
growth of investor-owned firm (IOF) rivals simultaneously determined. Therefore,
(rate of appreciation in the S&P 500 index), Lee’s correction method is used where the
and an indicator of any likely “merger second-stage model includes a correction
wave” activity in the agribusiness sector in factor for choice i to account for the
general as measured by the total number probability that this choice is made in the
of mergers among all agribusiness firms first stage (Lee; Greene). This procedure
(Golbe and White; Resende; Linn and Zhu; also corrects for both sample selection
Gort). Finally, most of the financial- bias and the standard-error bias resulting
performance measures are likely to be from using an estimated regressor in a
endogenous. Therefore, the activity-choice two-step estimation, and also accounts
model includes lagged values of each for the joint endogeneity of sales growth
variable so they are predetermined and thus and profitability.
uncorrelated with the equation errors.
In general notation, the structure of the
Stage II second-stage model is written as:

The second stage of the modeling effort (1N x )


21 N H1 ((
examines cooperative financial (7) q1 ' $1N z1 % *1 q̂2 % ,
performance after some form of (1N x )
M H1 ((
consolidation activity occurs. Profitability,
(2N x )
22 N H2 ((
measured as the return on assets (ROA), q2 ' $2N z2 % *2 q̂1 % ,
and sales growth are regressed against the (2N x )
M H2 ((
same variables included in Stage I as well
as a binary variable indicating if the where N is the standard normal probability
cooperative has engaged in some form of density function (PDF), M is the standard
consolidation activity.6,7 Estimating both normal cumulative distribution function
(CDF), Hj is the inverse of the standard
6
Healy, Palepu, and Ruback use a measure of cash normal CDF evaluated at Pr[i], the zi are
flow, EBITDA (earnings before interest, taxes, vectors of exogenous financial and
depreciation, and amortization), rather than profitability operating variables, and q̂ l is the fitted
because this value is not influenced by the method used
to finance the merger or acquisition. However, the data
value of performance measure l (Greene).
necessary to construct this variable were not made Fitted performance values are found by
available to this study. The bias created by doing so is regressing each measure (sales growth and
likely to be small, however, because cooperatives have ROA) on a set of instrumental variables,
fewer alternatives available for financing acquisitions or
mergers. Estimating the second-stage regression model
which consists of all exogenous and
with basic earning power (BEP = EBIT/Assets) instead of predetermined variables in the model
ROA produced results qualitatively identical to the ones including the probability of consolidation.
reported here. This is because our regression includes
the debt-to-assets ratio, which accounts for the
difference in the two measures of performance. We Data and Methods
thank a reviewer for pointing out the importance of
measuring cooperative performance with cash flow.
7
Sales growth is measured as the year-to-year To explain the financial motivations behind
change in sales for the year following the transaction cooperative merger and acquisition activity,
relative to the year in which it is consummated. this study uses three separate data sets:
Return on assets (ROA) is calculated for the year after
(a) a qualitative log of consolidation activity,
the merger is completed. Therefore, the definition of
ROA allows at least a full year to reorganize and (b) financial data for all U.S. agricultural
reoptimize for the new asset base. cooperatives, and (c) macroeconomic data
182 Post-Merger Performance of Agricultural Cooperatives

describing economic conditions in annual, sectoral output prices were


agriculture and the financial markets more obtained from the U.S. Department of
generally. Labor/Bureau of Labor Statistics’ Producer
Price Index database, and input prices
First, the qualitative data set consists of from the same source, but not on a sector-
the identities of firms involved in some specific basis. Real interest rates, a
form of consolidation transaction, the measure of the cost of capital, are from
nature of each transaction, and the date the U.S. Federal Reserve Board. In
on which it occurred. These data were estimating the shadow value of capital,
obtained from a variety of data vendors each cooperative’s stock of capital is
and media sources over the sample period measured by the ratio of long-term debt
1980S1998. The Food Institute provides to assets.
profiles of all mergers in the food and
beverage industry in its Food Business The second-stage (performance) model
Mergers and Acquisitions publication. This uses both firm-specific data from these
information was combined with reports of financial statements and the Federal
activity among cooperatives in Rural Reserve’s macroeconomic data. Growth
Cooperatives, published by the U.S. in real gross domestic product is
Department of Agriculture/Rural Business calculated from raw data obtained from
Cooperative Service (USDA/RBS), and the Federal Reserve, which also provides
from a wide variety of trade media the interest rate data (90-day U.S.
accessed via the Lexis-Nexis database tool. government T-bill yield). The value of U.S.
agricultural output is from the USDA’s
Once cooperatives involved in these Agricultural Statistics database, and is
transactions were identified from this defined on a sectoral basis. S&P 500 stock
database, detailed financial and operating index data are from Commodity Systems,
data of the participating firms were Inc. The number of mergers, acquisitions,
obtained from the USDA/RBS Top 100 and other transactions among
Cooperatives database. In order to ensure cooperatives and agribusinesses in general
confidentiality, these data do not include are from the transactions database
specific identities of the merging assembled from the Food Institute’s Food
cooperatives, and the data exist only in Business Mergers and Acquisitions data
ratio form.8 Financial data from the Top and the other sources described above.
100 Cooperatives database were used both Because of the short time span of the
in the structural merger model and in panel data set, all variables are measured
estimating the shadow value of capital. in nominal terms.
These data are summarized in Table 1.
A number of specification tests are used
The shadow value of capital is embedded
to assess the appropriateness of the two-
in the first-stage multinomial logit model,
stage econometric procedure. First, the
which is then estimated across all sample
goodness-of-fit for the multinomial logit
cooperatives. Although the Top 100
model is determined by comparing the
Cooperatives financial statements provide log-likelihood function of the complete
direct measures of financial performance model to that of a naive model with no
(i.e., return on assets and sales growth), explanatory variables. Second, a joint test
they do not include firm-specific prices on
of significance of the parameter vector
either outputs or inputs. Therefore,
which defines the shadow value of capital
is used to assess whether capital
8
constraints are relevant to a cooperative’s
This represents a limitation of the data, as it is not
decision to either merge, make an
possible to directly infer size differences among the
cooperatives. Therefore, it is implicitly assumed that acquisition, form a strategic alliance, or
each of the hypothesized effects are size neutral. enter a joint venture.
Table 1. Cooperative Financial Data Summary, 1980S
S1998
Mean
Variable Definition Unit (Std. Dev.) Minimum Maximum Source

Asset Turnover Sales/Total Assets % 3.258 0.360 12.650 USDA/Rural Business


(1.809) Cooperative Service
Return on Assets (ROA) Net Income/Total Assets % 0.035 !0.200 0.450 USDA/Rural Business
(0.051) Cooperative Service
Current Ratio Current Assets/Current Liabilities % 1.387 0.560 4.790 USDA/Rural Business
(0.426) Cooperative Service
Sales Growth (Sales t – Sales t–1 )/Sales t % 0.049 !0.630 3.330 USDA/Rural Business
(0.214) Cooperative Service
Debt-to-Assets Ratio Long-Term Debt/Total Assets % 0.626 0.140 1.130 USDA/Rural Business
(0.130) Cooperative Service
COGS-to-Assets Ratio Cost of Goods Sold/Total Assets % 2.880 0.130 12.220 USDA/Rural Business
(1.856) Cooperative Service
GDP Growth (GDP t – GDP t–1 )/GDP t % 0.066 0.032 0.120 U.S. Federal Reserve Board
(0.022)
S&P 500 Growth (S&P500 t – S&P500 t–1 )/S&P500 t % 0.135 !0.097 0.341 Commodity Systems, Inc.
(0.128)
Interest Rate Yield on 90-day T-bill % 0.068 0.030 0.140 U.S. Federal Reserve Board
(0.026)
Value of M&A Total value of all consolidation $ 87.478 56.00 157.00 The Food Institute
transactions in agriculture (23.870)
Value of Output Total farm value of all farm output $ 179.170 144.33 231.17 USDA, Agricultural Statistics
(26.745)
184 Post-Merger Performance of Agricultural Cooperatives

Third, a t-test of the significance of 21 in Table 2. Shadow Value of Capital


each regression provides a way to test Estimates
whether Lee’s two-stage correction method
Variable Coefficient t-Ratio
is indeed necessary and whether the
decision to consolidate is endogenous to ( py /Kc )½ 0.250 0.946
realized financial performance. Namely, ½
( px /Kc ) 0.512* 2.576
in the profitability equation, a positive 21 1

parameter estimate suggests merging ( px /Kc )


2
½
3.324* 4.285
cooperatives perform better than those ( px /Kc )½
!1.035* !4.667
that do not, while a positive estimate of 22 3

in the sales growth equation indicates 8 37.757* 10.996


merging firms are likely to grow faster,
holding profitability constant. Notes: An asterisk (*) denotes statistical
significance at the 5% level. The value of 8 is
calculated from the other parameters, and its
In conducting these tests, the first-stage standard error is found using a Wald P2 test on
multinomial logit model is estimated using text equation (3). Among input variables, x1 =
maximum likelihood, while the second- fuel, x2 = power, and x3 = labor.
stage financial performance model is
estimated using 3SLS with all exogenous plays an important role in the decision to
and predetermined variables as consolidate. Further, the positive value for
instruments. In addition to the shadow 8 implies that capital represents a binding
value of capital for each cooperative, the constraint for the average cooperative, and
second-stage model also includes binary the standard error indicates, if normally
indicators to control for any unobserved distributed, the shadow value would rarely
heterogeneity between industrial sectors; be negative for any cooperative.
however, a random-effects specification
across individual cooperatives is rejected. Concavity of the profit function in each
All of the estimated results, therefore, are quasi-fixed input requires positive shadow
interpreted as conditional on the type of values for all observations. In these data,
cooperative, whether dairy, input supply, 8 is positive in 77% of the observations, so
cotton, grain, diversified, fruit and although not completely consistent with
vegetable, sugar, or meat and poultry.9 the theoretical restrictions, violations
represent very plausible departures from
the profit-maximization axioms that
Results and Discussion underlie duality. Therefore, no attempt
was made to constrain these values to be
The multinomial logit specification test uniformly positive. Negative shadow
produces a likelihood ratio of 695.028 values, or violations of concavity, are
(Table 3) with 64 restrictions, thus interpreted as instances where the
rejecting the naive-model null hypothesis. constraint is nonbinding. To preserve the
Clearly, the multinomial logit model continuous nature of this variable, however,
provides an acceptable fit to the data. The negative values are not restricted to zero.
shadow value of capital is then calculated Table 3 shows the multinomial logit
with a Wald (chi-square) test. Maintaining parameter estimates, while Table 4 presents
a restricted generalized Leontief functional the associated choice elasticities.10
form for the profit function (1) above, the
mean value for 8 is 37.757 with a t-ratio of
10.996 (Table 2). This result suggests the 10
The elasticities are defined as the percentage
shadow value of capital is positive and change in the expected probability of observing y = 1
for a given percentage change in each regressor:
0 jk = M log Pr[ y = k ]/M log(xj t ). It is well known (Greene)
9
The precise association of each variable with a that the structural parameters of a multinomial logit
particular sector is not disclosed in order to protect the model lack intuitive content; thus, focus is placed on
identities of the cooperatives in each. these elasticities.
Agricultural Finance Review, Fall 2003 Richards and Manfredo 185

Table 3. Parameter Estimates of Multinomial Logit Model of Consolidation Activity


Merger Acquisition Strategic Alliance Joint Venture
Variable Estimate t-Ratio Estimate t-Ratio Estimate t-Ratio Estimate t-Ratio

Constant !4.404 !1.447 !0.159 !0.081 !5.135* !2.030 !0.885 !0.351


Asset Turnover 0.391* 3.320 0.288* 3.161 0.237* 2.110 0.450* 4.199
ROA !6.349* !2.659 3.532 1.435 !1.986 !0.613 !1.767 !0.525
Current Ratio !0.327 !0.543 0.192 0.564 0.143 0.342 !0.478 !1.036
Sales Growth 1.233* 2.080 1.030* 2.096 0.415 0.566 1.254* 2.180
Debt-to-Assets Ratio !3.803 !1.742 !1.585 !1.109 !0.703 !0.389 !3.965* !2.045
GDP Growth 4.904 0.414 0.803 0.098 0.785 0.076 44.165* 3.089
S&P 500 Growth 1.035 0.875 1.447 1.606 3.077* 2.763 4.218* 3.421
Interest Rate 5.161 0.470 !2.285 !0.282 7.476 0.763 !40.282* !3.212
Value of Merg. & Acquis. 0.065 1.322 0.031 0.936 0.011 0.275 0.098* 2.202
Value of Output 0.012 1.283 !0.005 !0.771 0.013 1.567 !0.001 !0.086
8 0.025* 2.015 0.034* 3.250 0.027* 2.157 0.036* 2.768
Sector 1 0.676 1.043 !0.230 !0.574 !0.454 !0.823 !0.358 !0.691
Sector 2 0.946 1.594 !0.443 !1.200 0.027 0.059 !0.510 !1.109
Sector 3 3.598 5.473 2.997* 7.358 3.065* 6.374 3.627* 7.342
Sector 4 0.178 0.278 !0.380 !1.076 !0.216 !0.515 !1.525* !2.277

Likelihood-Ratio Statistic = 695.028

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.

Table 4. Choice Elasticities for Consolidation Activities


Merger Acquisition Strategic Alliance Joint Venture
Variable gM j t-Ratio gA j t-Ratio g SA j t-Ratio g JV j t-Ratio

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

Constant 0.096* 5.290 !0.647* !7.412


Asset Turnover 0.011* 2.409 1.020 !0.002 !0.576 !0.166
Current Ratio !0.004 !0.971 !0.153 0.057* 3.105 1.639
Debt-to-Assets Ratio !0.175* !12.386 !3.062 0.390* 5.684 4.959
GDP Growth 0.090 1.510 0.169 1.270* 4.608 1.728
Value of Output 0.000* 3.336 0.843 !0.001* !3.002 !3.551
COGS-to-Assets Ratio !0.008 !1.701 !0.625 — —
Output Price — — 0.003* 5.522 7.801
Sales Growth 0.072* 12.091 0.099 — —
ROA — — 1.607* 12.326 1.166
Prob(Merger) !0.374* !10.088 !0.425 1.618* 9.304 1.335
Sector 1 0.012* 2.770 0.043 0.039 1.842 0.100
Sector 2 0.036* 9.027 0.315 !0.100* !5.218 !0.634
Sector 3 0.037* 6.692 0.074 !0.141* !5.460 !0.207
Sector 5 !0.001 !0.375 !0.009 0.026 1.581 0.123

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

Constant 0.131* 7.190 !0.796* !9.309


Asset Turnover 0.010* 1.996 0.881 0.006 1.443 0.401
Current Ratio !0.005 !1.219 !0.201 0.037 1.982 1.065
Debt-to-Assets Ratio !0.094* !13.305 !3.409 0.288* 4.131 3.664
GDP Growth 0.100 1.593 0.187 1.886* 6.784 2.565
Value of Output 0.000 0.612 0.153 0.000 !1.155 !1.328
COGS-to-Assets Ratio !0.009 !1.821 !0.697 — —
Output Price — — 0.004* 6.043 8.636
Sales Growth 0.049* 7.791 0.067 — —
ROA — — 1.014* 7.888 0.736
Prob(Acquisition) 0.024 1.025 0.067 0.799* 7.683 1.606
Sector 1 0.003 0.616 0.010 0.079* 3.839 0.203
Sector 2 0.026* 6.397 0.223 !0.022 !1.215 !0.142
Sector 3 0.008 1.099 0.016 !0.211* !6.450 !0.309
Sector 5 0.000 !0.110 !0.003 0.054* 3.145 0.250
2
R 0.284 0.142

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

Constant 0.105* 5.487 !0.815* !8.900


Asset Turnover 0.011* 2.237 0.979 0.010* 2.252 0.640
Current Ratio !0.002 !0.437 !0.071 0.067* 3.475 1.902
Debt-to-Assets Ratio !0.175* !11.738 !3.069 0.407* 5.656 5.180
GDP Growth 0.074 1.215 0.139 1.539* 5.460 2.093
Value of Output 0.001* 2.442 0.685 0.000 !0.423 !0.536
COGS-to-Assets Ratio !0.009* !2.008 !0.762 — —
Output Price — — 0.003* 5.264 7.689
Sales Growth 0.051* 8.431 0.070 — —
ROA — — 1.137* 8.584 0.825
Prob(Strategic Alliance) !0.130* !4.184 !0.224 !0.081 !0.557 !0.102
Sector 1 0.002 0.444 0.007 0.087* 4.111 0.223
Sector 2 0.026* 6.540 0.225 !0.040* !2.126 !0.253
Sector 3 0.029* 4.565 0.058 !0.026 !0.875 !0.038
Sector 5 !0.003 !0.715 !0.018 0.027 1.542 0.124

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

Constant 0.125* 6.818 !0.712* !8.095


Asset Turnover 0.010* 2.109 0.926 0.005 1.238 0.351
Current Ratio !0.005 !1.224 !0.199 0.067* 3.561 1.902
Debt-to-Assets Ratio !0.191* !13.286 !3.358 0.398* 5.739 5.061
GDP Growth 0.078 1.275 0.147 1.476* 5.308 2.008
Value of Output 0.000 1.575 0.421 !0.001* !2.184 !2.616
COGS-to-Assets Ratio !0.009 !1.836 !0.700 — —
Output Price — — 0.003* 5.050 7.269
Sales Growth 0.058* 9.471 0.080 — —
ROA — — 1.243* 9.602 0.902
Prob(Joint Venture) !0.070* !3.097 !0.114 0.615* 6.049 0.730
Sector 1 0.003 0.687 0.011 0.080* 3.864 0.207
Sector 2 0.024* 6.076 0.211 !0.034 !1.854 !0.218
Sector 3 0.026* 3.982 0.053 !0.149* !4.949 !0.218
Sector 5 !0.004 !1.052 !0.028 0.052* 3.001 0.244
2
R 0.282 0.316

Notes: An asterisk (*) denotes statistical significance at the 5% level. The sector descriptions are suppressed
to preserve the anonymity of cooperatives within each.

Similarly, acquisitions increase sales that combining operations will lead to


growth, but have no impact on greater market power, and thereby
profitability. Often, cooperative mergers higher margins, these results suggest
and acquisitions are motivated out of an otherwise. Indeed, the literature on non-
attempt by a stronger cooperative to save cooperative mergers also supports the
a weaker affiliate. Consequently, it is to finding that any benefits which may arise
be expected that sales may rise, but likely are not due to improvements in
profitability will likely fall. In contrast, market power.
strategic alliances tend to reduce
profitability and have no measurable Several important implications follow from
impact on sales growth, so these results.
participation appears to be driven by
other non-economic organizational
# First, the motives for consolidation
objectives.
among cooperatives differ greatly
As a whole, these results are important compared to proprietary firms. While
given the weight of the evidence cited issues of control are important for
above which finds merger activity to have publicly traded firms, cooperatives
a negative impact on financial appear to seek more capital.
performance. In fact, the positive impact
of consolidation on sales growth may # Second, successful transactions tend to
indicate a greater focus on future increase cooperative sales growth, but
financial performance. On the other not market power. Rather, because
hand, these results may indicate a consolidation provides scarce capital to
general failure of cooperative consolidation one party, any realized gains are due to
activities to achieve their intended results. an enhanced ability to fund potentially
If cooperatives are guide by the belief profitable investments.
190 Post-Merger Performance of Agricultural Cooperatives

# 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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