Perspectives on Cooperative Finance

Transcription

1 Perspectives on Cooperative Finance Cooperative Strategy, Structure and Finance Farmer Cooperatives Conference November 19, 2008 St. Paul, Minnesota 2 Session Agenda: Three Panels 8:00 a.m. Cooperative Finance: Principals versus Practice David Barton Chris Peterson 9:00 a.m. Equity and Capital Management Strategies Doug Derscheid Tom Houser 10:00 a.m. Break 10:15 a.m. Legal Challenges and Solutions Three Attorneys 11:00 a.m. Closing Session 1

2 3 Principles versus Practice: David Barton Principles of cooperative finance: what (most) experts agree on Practices of cooperative businesses: the good, the bad and the ugly Point and counter-point: experts and practitioners will disagree Your questions 4 Five General Recommendations: A Preview 1. Co-ops must be competitive 2. Co-ops should make as much profit as possible 3. Co-ops should use balance sheet management 4. Serving core customers comes first 5. Finance, strategy and risk management should be integrated 2

3 5 Five Specific Recommendations: A Logical Process 1. Make profitable asset investments 2. Finance assets with sufficient equity 3. Choose equity structure, equity investments and income distribution strategies most beneficial to patron-owners Equity structure: source, ownership rights, permanency, classes Purchased versus earned equity Allocated versus unallocated Qualified versus nonqualified 4. Calculate a redemption budget using balance sheet management 5. Divide redemption budget among owners using preferred redemption methods (programs) 6 Principles of Cooperative Finance: What (Most) Experts Agree On Co-op business model Finance decision framework Income distribution Strategic choices Model and process Equity management Strategic choices Model balance sheet management process 3

4 7 Cooperative Business Model: Focus on Benefits and Responsibilities A cooperative is a business operated primarily to provide benefits to members through marketing transactions and through a distribution of patronage earnings from these transactions; in return, members have a responsibility to provide ownership capital and exercise member control (governance). 8 Four Unique Roles Roles Function Action 1. Customer Marketing or Buy/Sell Profit Generation Transactions 2. Patron Profit Distribution Patronage Refunds Per Unit Retains 3. Owner Ownership Investment & Redemption 4. Member Control Vote Which role is predominant in members minds? Most say the customer role is predominant. Serving customers is the end and the roles of patron, owner and member are means to the end. Challenge: Inherent conflict of interest between customer, patron and owner roles. 4

5 9 Finance Decision Framework Finance involves making three critically important and interrelated decisions: Investment tdecision i Assets needed to support business strategy Expected income and risk Financing decision Debt and equity to finance assets Expected income, cost and risk Income decision Distribution of income to patrons and owners as cash or increased ownership Expected investment and financing needs 10 Finance Decisions and Interrelationships 1. Investment Assets 2. Financing Balance Sheet Liabilities or debt Equity Investment Redemption 3. Income Income Statement Generation Distribution Challenge: Access to equity capital - most co-ops get almost all equity investment by retaining some of the income generated by operations. 5

6 11 Balance Sheet Issues 1. Asset Investment Total assets, intended growth rate Asset type, profitability and risk Regional Investment Joint venture investment Local current and fixed assets 2. Debt and Equity Financing Liquidity: Working capital Solvency: Equity to assets & debt to equity Equity Structure Allocated: three basic types (redemption expectation) Permanent: NGC Stock or Preferred Stock Semi-permanent: Common Stock Revolving: Retained patronage refunds Unallocated: permanent retained earnings Non-permanent co-op equity is like debt! Owners expect redemption. Philosophy: (1) Use proactive Balance Sheet Management (2) Protect the co-op, then redeem excess equity 12 Income Statement Issues 1. Income Generation Revenues Expenses = Total Income 2. Income Distribution Non-patronage income ( non-member ) Dividends on stock Retained earnings (unallocated) Income taxes Patronage income ( member ) Qualified Cash patronage refunds Retained patronage refunds Per unit retains Nonqualified Dividends on Stock Retained earnings (P) Retained patronage refunds (NQ) Per unit retains (NQ) Income taxes Philosophy and Challenge : (1) Be competitive, make as much profit as possible (2) Choose income distribution alternatives that maximize benefits to patron-owners 6

7 13 Model Co-op: Case 1 (S1) 2007 Income Statement ( annual flow ) Income Generation: Income Distribution: Sales $40,000,000 Patronage Refunds $540,000 - Cost of Sales $36,000,000 + Per Unit Retains $0 = Gross Margins $4,000,000 + Dividends on Equity $0 + Other Operating Income $1,000,000 + Retained Earnings $46,400 = Gross Income $5,000,000 + Income Taxes $13,600 - Operating Expenses $4,700,000 = Total Income (Before Taxes) $600,000 = Net Operating Income $300,000 + Regional Income $300,000 + Other Investment Income $0 Patronage Refund Distribution: = Total Income (Before Taxes) $600,000 Cash Patronage Refunds (40%) $216,000 - Income Taxes $13,600 + Retained Patronage Refunds $324,000 = Net Income (After Taxes) $586,400 = Patronage Refunds $540, Income Distribution: Four Selected Strategic Choices 1. Patronage income allocation goal: high customer-patron ownership (high allocated) versus high retained earnings (high unallocated or low allocated). 2. Patronage income distribution by source: allocated versus unallocated a. Local operating income b. Regional (other) cooperative income c. Other income (investment, etc.) 3. Patronage refund taxability to co-op: qualified versus nonqualified. 4. Qualified cash patronage refund rate 7

8 15 Barton Co-op Income Distribution Model: Model Co-op Case 1 (S1): High Allocation and Moderate Cash Patronage Source Allocation Tax Deductability Distribution as: Cash Patronage Refunds (P-Q) Patronage Income Sources: $300,000 Operating 40% $216,000 Regional $300,000 Qualified $0 Retained Patronage Refunds (P-Q) Other 100% $540,000 60% Total $600,000 $324,000 Pure Co-op Patronage 90% $540,000 Allocated Patronage Net Retained Patronage Refunds (P-NQ) 100% $540,000 60% $0 Nonqualified 0% $0 Income Taxes (P-NQ) 40% $0 0% Dividends (P-NQ) $0 Unallocated Not Qualified Net Retained Earnings (P-NQ) 0% $0 $0 60% $0 Income Taxes (P-NQ) 40% $0 Total Income Cash Patronage Refunds (NP-NQ) 100% 60% $0 $600,000 Allocated Patronage Not Qualified Retained Patronage Refunds (NP-NQ) 0% $0 $0 0% $0 Nonpatronage 10% $60,000 40% Income Taxes (NP-NQ) $0 Dividends (NP-NQ) 0% $0 Unallocated Not Qualified Net Retained Earnings (NP-NQ) 100% $60,000 $60,000 77% $46,400 Income Taxes (NP-NQ) 23% $13, Model Co-op Case 1 (S1): 2007 Balance Sheet After Income Distribution Assets % $ Liabilities and Members Equity % $ Current Assets 34% $3,586,400 Current Liabilities 21% $2,216,000 Cash 15% $1,586,400 Accounts Payable 9% $1,000,000 Receivables 5% $500,000 Loans Payable 9% $1,000,000 Inventories 14% $1,500,000 Patronage Refunds Payable 2% $216,000 Equity Redemptions Payable 0% $0 Investments 19% $2,000,000 Regional Stock 19% $2,000,000 Long-Term Liabilities 19% $2,000,000 Other Stock 0% $0 Bank Loans Payable 17% $1,750,000 Contracts Payable 2% $250,000 Net Fixed Assets 47% $5,000,000 Land 14% $1,500,000 Members Equity 60% $6,370,400 Buildings 14% $1,500,000 Allocated Equipment 19% $2,000,000 Common Stock 9% $1,000,000 Preferred Stock 0% $0 Retains (RPR & PUR) 41% $4,324,000 Unallocated Retained Earnings 10% $1,046,400 Total $10,586,400 Total $10,586,400 Financial Structure Liquidity Solvency Working Capital (CA-CL) $1,370,400 Equity to Assets (ME/A) 60.18% Current Ratio (CA/CL) 1.62 Debt to Equity (LTL/ME) 30.14% Equity to Adjusted Assets (ME/(TA-CL)) 76.10% Note: New equity totals $370,400. 8

9 17 Equity structure, measured by retained earnings to total equity, varies widely from state to state and co-op to co-op. It is highest in CO, IL, IN and OH. Perce entage Retained Earnings to Total Equity, 50th Percentile, IL IN OH CO MI WA MO IA OK NE SD KS WI TX MN 18 Solvency varies widely from state to state and between co-ops. Equity to Assets, 50th Percentile, Percentage MO WA MN IL TX IA OK CO IN NE KS SD OH MI 9

10 19 Solvency, as measured by adjusted equity to assets (total equity divided by (total assets minus current liabilities)) varies widely from state to state and co-op to co-op. Perc centage Equity to Adjusted Assets, 50th Percentile, WA IN MO MN CO KS IL OK SD NE IA OH MI 20 Profitability varies widely from state to state and co-op to co-op. Profitability is highest in MI and WA and lowest in MO and OK. We expect profitability to be highest in high risk environments. We expect solvency to be highest in low profit, high risk environments. Are they? Return on Equity, 50th Percentile, Percen ntage MI WA MN KS SD IL CO OH NE TX IA IN OK MO

11 21 Equity Management: Six Selected Strategic Choices 1. Asset growth trend: high, low, none or negative 2. Liquidity target and resulting trend: high, moderate or low 3. Solvency target and resulting trend: high, moderate or low 4. Equity structure: a. High allocated versus high unallocated b. Many allocated equity classes versus few (especially applies to mergers) 22 Equity Management: Six Selected Strategic Choices 5. Redemption budget: First manage the balance sheet, then determine budget and redeem surplus equity versus first manage patron accounts with set targets like AP/O age or RF length to determine budget 6. Redemption program and methods: a. High proportionality of investment (AP/P, RF, BC) versus other goals (AP/O, PP) b. Simple program versus complex program for each equity class c. Same program for all equity classes versus unique program for each class 11

12 23 Model Co-op Case 1 (S1): 2007 Balance Sheet After Paying Cash Patronage Assets % $ Liabilities and Members Equity % $ Current Assets 33% $3,370,400 Current Liabilities 19% $2,000,000 Cash 13% $1,370,400 Accounts Payable 10% $1,000,000 Receivables 5% $500,000 Loans Payable 10% $1,000,000 Inventories 14% $1,500,000 Patronage Refunds Payable 0% $0 Equity Redemptions Payable 0% $0 Investments 19% $2,000,000 Regional Stock 19% $2,000,000 Long-Term Liabilities 19% $2,000,000 Other Stock 0% $0 Bank Loans Payable 17% $1,750,000 Contracts Payable 2% $250,000 Net Fixed Assets 48% $5,000,000 Land 14% $1,500,000 Members Equity 61% $6,370,400 Buildings 14% $1,500,000 Allocated Equipment 19% $2,000,000 Common Stock 10% $1,000,000 Preferred Stock 0% $0 Retains (RPR & PUR) 42% $4,324,000 Unallocated Retained Earnings 10% $1,046, Total $10,370,400 Total $10,370,400 Liquidity Financial Structure Solvency Working Capital (CA-CL) $1,370,400 Equity to Assets (ME/A) 61.43% Current Ratio (CA/CL) 1.69 Debt to Equity (LTL/ME) 31.40% Equity to Adjusted Assets (ME/(TA-CL)) 76.10% Issue: What is best equity capitalization? 24 Equity Capitalization Classes Allocated: Permanent or Semi-Permanent Common Stock Preferred Stock Allocated: Revolving Retained Patronage Refunds/Per Unit Retains Qualified Nonqualified Allocated co-op equity is like debt! It should be serviced through the redemption program. Unallocated: Permanent Retained Earnings 12

13 25 Equity Capitalization Alternatives Source Ownership Rights Permanency Generic Equity Class Revolving Retains (RPR & PUR) Allocated Patronage Income Semi-Permanent Common Stock (P) Unallocated Permanent Retained Earnings (P) Total Equity Nonpatronage Income Unallocated Permanent Retained Earnings (NP) Common Stock Purchased Allocated Permanent Preferred Stock Balance sheet management assumes all equity is permanent until authorized for redemption. 26 Capital Structure Factors: Debt versus Equity Amount of Factor Equity 1. Least cost financing Higher cost, - equity costs more than debt lower equity 2. Risk Higher risk, - ag co-ops have high risk higher equity 3. Profitability Higher profit, - ag co-ops have low profitability lower equity Conclusion: Minimize equity, given risk and profitability because of opportunity cost of equity 13

14 27 Profitability Capital Structure Choice Matrix Low High Low Risk High Moderate Solvency High Solvency ETA: 50-60% ETA: 60-75% Low Solvency ETA: 35-50% If agricultural local co-op Moderate Solvency ETA: 50-60% Conclusion: Risk has increased, implying need for higher working capital (liquidity) and equity (solvency), even though profitability has also increased. 28 Equity Management Process: Balance Sheet Management Equity management involves making five critically important and interrelated decisions: 1. Determine income generation and income distribution 2. Dt Determine desired dassets 3. Determine desired financial structure Liquidity: Cash, Working capital, Current ratio Solvency: Equity to assets, Debt to equity 4. Determine desired equity investment and structure 5. Determine desired equity redemption First, manage balance sheet: Total redemption budget is surplus equity Second, manage patron accounts: Redemption program distributes budget. Don t let the tail wag the dog! Philosophy: Protect the company; owners get what s left over. Challenge: Implement balance sheet management philosophy. 14

15 29 Model Co-op Case 1 (S1): 2007 Balance Sheet After Paying Cash Patronage Assets % $ Liabilities and Members Equity % $ Current Assets 33% $3,370,400 Current Liabilities 19% $2,000,000 Cash 13% $1,370,400 Accounts Payable 10% $1,000,000 Receivables 5% $500,000 Loans Payable 10% $1,000,000 Inventories 14% $1,500,000 Patronage Refunds Payable 0% $0 Equity Redemptions Payable 0% $0 Investments 19% $2,000,000 Regional Stock 19% $2,000,000 Long-Term Liabilities 19% $2,000,000 Other Stock 0% $0 Bank Loans Payable 17% $1,750,000 Contracts Payable 2% $250,000 Net Fixed Assets 48% $5,000,000 Land 14% $1,500,000 Members Equity 61% $6,370,400 Buildings 14% $1,500,000 Allocated Equipment 19% $2,000,000 Common Stock 10% $1,000,000 Preferred Stock 0% $0 Retains (RPR & PUR) 42% $4,324,000 Unallocated Retained Earnings 10% $1,046,400 Total $10,370,400 Total $10,370,400 Financial Structure Liquidity Solvency Working Capital (CA-CL) $1,370,400 Equity to Assets (ME/A) 61.43% Current Ratio (CA/CL) 1.69 Debt to Equity (LTL/ME) 31.40% Equity to Adjusted Assets (ME/(TA-CL)) 76.10% Issue: How much equity should we redeem? 30 Redemption Budget Calculation Beginning Assets $10,000,000 + Change in Cash (current assets) $0 + Change in Investments $0 + Change in Fixed Assets $0 = Ending Assets $10,000,000 Beginning equity to assets 60% Ending equity to assets desired 60% Beginning Equity Balance $6,000,000 + New Retained Equity (Allocated) $324,000 + New Retained Earnings (Unallocated) $46,400 + New Common Stock Sales $0 + New Preferred Stock Sales $0 = Maximum Equity Available $6,370,400 - Ending Equity Desired $6,000,000 = Redemption Budget $370,400 Note: New equity allows co-op to redeem old equity, increase solvency or finance growth. 15

16 31 Model Co-op Case 1 (S1): 2007 Balance Sheet with Equity Redemption Payable Assets % $ Liabilities and Members Equity % $ Current Assets 33% $3,370,400 Current Liabilities 23% $2,370,400 Cash 13% $1,370,400 Accounts Payable 10% $1,000,000 Receivables 5% $500,000 Loans Payable 10% $1,000,000 Inventories 14% $1,500,000 Patronage Refunds Payable 0% $0 Equity Redemptions Payable 4% $370,400 Investments 19% $2,000,000, Regional Stock 19% $2,000,000 Long-Term Liabilities 19% $2,000,000 Other Stock 0% $0 Bank Loans Payable 17% $1,750,000 Contracts Payable 2% $250,000 Net Fixed Assets 48% $5,000,000 Land 14% $1,500,000 Members Equity 58% $6,000,000 Buildings 14% $1,500,000 Allocated Equipment 19% $2,000,000 Common Stock 10% $1,000,000 Preferred Stock 0% $0 Retains (RPR & PUR) 38% $3,953,600 Unallocated Retained Earnings 10% $1,046,400 Total $10,370,400 Total $10,370,400 Financial Structure Liquidity Solvency Working Capital (CA-CL) $1,000,000 Equity to Assets (ME/A) 57.86% Current Ratio (CA/CL) 1.42 Debt to Equity (LTL/ME) 33.33% Equity to Adjusted Assets (ME/(TA-CL)) 75.00% 32 Model Co-op: Case 1 (S1) 2007 Ending Balance Sheet ("snapshot") Assets % $ Liabilities and Members Equity % $ Current Assets 30% $3,000,000 Current Liabilities 20% $2,000,000 Cash 10% $1,000,000 Accounts Payable 10% $1,000,000 Receivables 5% $500,000 Loans Payable 10% $1,000,000 Inventories 15% $1,500,000 Patronage Refunds Payable 0% $0 Equity Redemptions Payable 0% $0 Investments 20% $2,000,000 Regional Stock 20% $2,000,000 Long-Term Liabilities 20% $2,000,000 Other Stock 0% $0 Bank Loans Payable 18% $1,750,000 Contracts Payable 3% $250,000 Net Fixed Assets 50% $5,000,000 Land 15% $1,500,000 Members Equity 60% $6,000,000 Buildings 15% $1,500,000 Allocated Equipment 20% $2,000,000 Common Stock 10% $1,000,000 Preferred Stock 0% $0 Retains (RPR & PUR) 40% $3,953,600 Unallocated Retained Earnings 10% $1,046,400 Total $10,000,000 Total $10,000,000 Financial Structure Liquidity Solvency Working Capital (CA-CL) $1,000,000 Equity to Assets (ME/A) 60.00% Current Ratio (CA/CL) 1.50 Debt to Equity (LTL/ME) 33.33% Equity to Adjusted Assets (ME/(TA-CL)) 76.10% Note: Ending balance sheet liquidity and solvency same as beginning balance sheet except equity structure has changed with lower allocated, higher unallocated. 16

17 33 Equity Redemption Methods SP: Special (estate settlements, etc.) AP/O: Age of patron - oldest first AP/P: Age of patron - prorate PP: Percentage pool RF: Revolving fund BC: Base capital Challenge: Select the combination of redemption methods for each equity class that provide the right balance between (1) simplicity, (2) highest proportionality of investment and (3) highest cash flow to patron-owners. 34 Implications of Model Co-op Analysis 1. Biggest driver of equity management performance is profitability. 2. Cash hflow to patron-owners varies little with alternative patronage income allocation strategies. 3. High, medium and low patronage income allocation strategies are all sustainable if growth rate is linked to profitability and cash flow. You can t enjoy a champagne diet on a beer budget. 17

18 35 Four Cornerstones of Financial Success 1. Be a profitable business Manage income generation 2. Return profits to patrons Manage income distribution 3. Provide sufficient equity financing Manage balance sheet 4. Require patron equity investment proportional to use Manage patron equity accounts 36 Challenges and Conclusions 1. The biggest financial challenges are: a. Inherent conflict of interest between roles of customer, patron and owner. b. Access to equity capital most co-ops get almost all equity investment by retaining some of the income generated by operations. c. Non-permanent co-op equity is like debt! d. Be competitive for customers business and make as much profit as possible. e. Choose income distribution alternatives that maximize benefits to patron-owners. 18

19 37 Challenges and Conclusions 2. The biggest financial challenges are: a. Implement balance sheet management philosophy by protecting co-op op solvency and liquidity and calculating a redemption budget. b. Select a redemption program that balances simplicity, proportionality of investment tand cash hflow to patronowners. 38 Challenges and Conclusions 3. A co-op should practice balance sheet management by setting liquidity and solvency objectives to protect the company. This implies the derivation of a redemption budget to redeem the surplus equity. This provides a discipline and guideline for equity management easily defendable by the board and management. This is an element in the value proposition. 4. The biggest driver in equity management performance is profitability. Performance can be measured by revolving fund length or cash flow to patrons. When co-ops perform poorly in equity management measures or getting cash to patrons, it is primarily due to poor profitability, not income distribution and equity structure choices. 19

20 39 Practices of Cooperative Businesses: the Good, the Bad and the Ugly Top three good innovative practices Top four bad innovative practices Top three ugly traditional practices 40 Top Three Good Innovative Practices Less than one percent of co-ops do any of these. Maybe 1 in 1,000 do all three. 1. Drop traditional qualified patronage refund distributions and replace with nonqualified distributions. 2. Practice strict balance sheet management on the finance side by (a) setting liquidity solvency targets to derive a total redemption budget first; (b) then choose a redemption program to divide up the budget of the individual patron-owner equity accounts. 3. Divide up the equity redemption budget among patron-owner accounts by using a base capital redemption program. 20

21 41 Top Four Bad Innovative Ideas 1. Distribute regional patronage refund income to a separate nonqualified regional equity class and classify it not eligible for redemptions except upon company dissolution. 2. Distribute regional patronage refund income to a separate qualified regional equity class and tie redemption to redemption of regional investment. 3. Distribute all patronage income to unallocated retained earnings except for a small 100% cash patronage refund; tied to patron-owners having only one share of common stock (e.g., $100) 4. Sell large volume product transactions to patrons on a non-patronage basis and use volume discount pricing at lower net margins than patronage sales. 42 Top Three Ugly Traditional Practices 1. Pursuing a high growth, low profit, low solvency, high risk strategy. 2. Redeeming equity using the age of patron, oldest first method. 3. Redeeming equity using the percentage pool method especially to natural persons. 21

22 43 Destiny is no matter of chance it is a matter of choice. -William Jennings Bryan 44 Questions and Discussion 22