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Ralcorp holdings incorporated Case study

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Ralcorp holdings incorporated Case study Solution

Question
For the purpose of the study two companies have been selected – one is Conagra Foods INC and other is Corning INC.

DETAILS OF COMPANY ACQUIRED
Conagra Foods INC – Conagra Foods INC, a registered company in USA, is one of the largest companies dealing in providing best packaged foods to the consumers in North America. Approximately 97% of Americans uses the products of the company. In the year 1919 the company was known by name of Nebraska Corporation and in the year 1975 by name of Delaware Corporation. (Page 1 of Form 10K).
 With the focus of increasing the core operations and expansion in the Industry, the company has announced to acquire the RalCorp Hlodings INC in the year 2012 and completed the same in 29th of January 2013.
 Ral Corp Holdings INC is the manufacturer of private brand products consisting of Cereals, processed foods like pasta, toast, etc. The company has two segments one is Food Group and other is frozen bakery group.
 The acquisition of Ralcorp holdings has made the Conagra Foods INC as parent company with 100% acquisition of Ralcorp.
 Amount of $4.75 billion has been paid as purchase consideration along with the assumed liabilities. (page 69 of Annual Report)

Ralcorp holdings incorporated Case study
Ralcorp holdings incorporated Case study


 The acquisition has been planned from November 2012 and the purchase has been made step wise.
Corning INC – Corning INC, a registered company in USA, is the leader in the World in the industry of companies manufacturing the glass. Earlier it was known by the name of Corning Glass Works. The company has around seventy factories located in approximately fifty countries where the manufacturing is done and operated in different five segments. (Page 2 of Form 10K 2013).
 In order to have synergies, the company has acquired the remaining 42.50% shares of Samsung Corning Precision Materials on 15th of January 2014.
 Samsung Corning Precision Materials deals in manufacturing of LCD glass in Korea and gives royalty to the Corning INC for the use of Patents, Trademarks and Copyrights given by the latter to the former company.
 The purchase consideration includes issue of shares to the shareholders of the target company by which the shareholders become owner of 2300 shares. It consists of 1900 shares being issued from preferred stock of the company and 400 shares issued in cash. (page 74, Annual Report2014)
 Purchase has been made step wise. In the year ending 30th September 2013 the Corning INC has increased their share of ownership from 50% to 57% . In order to increase their holding and in order to have profits the company has completed the acquisition in the beginning of 2014. (page 71 ,Annual Report2014)
 The name of Target Company now has been changed to Corning Precision materials. Consideration also includes the amount on the basis of future revenues and on the basis of the quantum of future sales. (page 74, Annual Report2014)
ALLOCATION OF ACQUISITION DIFFERENTIAL – As per the accounting policies, standards and related GAAP’s, the differential amount between the purchase price and the net asset value calculated on the basis of fair value is either transferred to the Goodwill or transferred to Capital Reserve. In both the companies, the differential amount has been transferred to Goodwill.
Conagra Foods INC –
 As at the acquisition of Ralcorp by Conagra Foods INC, the differential amount $4.35 billion.
 Due to the acquisition of Ralcorp Holdings, the differential amount has been allocated to Goodwill amounting to $4.35. (Page 49 of Annual Report)
 As Goodwill and other intangibles are expected to give future benefits with indefinite lives the same has not been amortized in the financial statements. (Page 12 of Annual Report)
 The goodwill and other tangible having definite lives though not being amortized annually but are evaluated annually for impairment.
 Yes, there have been impairment losses reported in the financial statements of $602.20 million. (Page 97 of Form 10K)
Corning INC –
 On the date of acquisition of Samsung Corning Precision Materials, the differential amount is $125 million. (Page no 76 of Annual Report)
 The aforesaid amount has been allocated to the Goodwill. (Page no 76 of Annual Report)
 Goodwill is not amortized rather it is tested for impairment at each and every reporting date. Goodwill is not amortized as it has indefinite lives for years to come.
 Impairment loss of $6.5 billion has been recognized in the year under Goodwill. (Page no 78 of Annual Report)
ACCOUNTING POLICIES – Accounting policies are the standards, rules and guidelines which shall be followed while accounting for any transaction entered into by the company for the reporting period. The policies have been defined for each and every item whether relating to the Capital item or Revenue item or an item which has been due but has not occurred.
Conagra Foods INC –
 US GAAP along with the IFRS (International Financial Reporting Standards) has been followed by the company.
 The investment made by the company in an entity in which the company enjoys 50% or less than 50% ownership rights are uncontrolled entities. The financial statements of these entities are consolidated in the books of accounts of the company either on the basis of Equity method or cost method. (Page 45 of Annual Report). In the said company, equity method has been adopted.
 Also while acquiring any business of any company, the company adopts the method of acquisition where the assets and liabilities of the target company are mentioned at fair values. The fair value is the value at which each asset will fetch in the market. The excess of purchase price over the net assets so acquired measured at fair values is recognised as Goodwill. (Page 48 of Annual Report)
Corning INC –
 US GAAP along with the IFRS (International Financial Reporting Standards) has been followed by the company.
 To account for the investment in investees, the company adopts equity method and reviews each investment for impairment if any at reporting date. It is done on the basis of three factors available. First is inability to recover the amount of investment, second and most important is that the inability of investees to justify their income in accordance to the amount carried in the books of account and third one is unprecedented suit or insolvency. (Page 92 of Form 10K)
IMPACT OF ACQUISITION ON FINANCIAL STATEMENTS – Every company whenever proposes to acquire or merge the target company, the company has to project the cash inflows, outflows, synergies gain to be earned, etc.
Conagro Foods INC – Due to acquisition, the following has been observed:
 The main aim of the company in the earlier years was to reduce the long term debt to the best possible extent. Through this acquisition the company had been successful in achieving the reduction in the long term loans of the company and the same has been reported in the annual report. (Page 2 of Annual Report)
 The goodwill and brands, trademarks and other intangibles has been significantly increased by $4.35 billion and by $ 2.17 billion respectively.
 The Property Plant and Equipment has been increased by $1009 millions.
 The other current assets including cash and bank balances and other assets have been increased by $1265.40 million with the corresponding increase in the liabilities of $3719.90 million.
 In the income statement, the sales from operation have been increased by $1.25 billion which includes $0.92 billion from Food Group and $0.32 from Bakery segment of Ralcorp.
 Also the basic earnings per share and diluted earnings per share has been increase from $1.13 and $1.12 in 2012 to $1.88 and $1.85 respectively. Therefore, there has been double digit increase has been observed in EPS. (Page 1 and Page 39 of Annual Report)
 The acquisition has generated cash inflows of around $1.4 billion since acquisition as mentioned in the annual report.
 Yes, the acquisition has increased the exposure of the company towards the revenue and expense item in foreign currency. In respect of expenses, the company has foreign currency exposure of $21.60 million before tax and $13.5 million after tax during the year under acquisition. (Page 19 of Annual Report)
 Loss in case of derivative has been mentioned in the Income Statement from Ralcorp both segments – Food Group and Bakery Products amounting to $0.3 million each respectively.
Corning INC – Due to acquisition, the following has been observed:
 The motive of the company with the acquisition is to capture more market in Asia. With the acquisition of remaining 42.50 % Samsung Corning Precision Materials, the company has captured market in Asia as the target company has been the leader in Asia for glass manufacturing.
 In acquisition the company has acquired Property, Plant and Equipment of amounting to $3595 million, Inventory of $105 million and other current assets including cash and bank balances, trade receivables and other assets amounting to $ 561 million.
 Fair value of the Samsung Corning Precision material has been valued at $3718 million and the difference amount has been recognized as Goodwill of $125 million in the balance sheet of the consolidated entity. (Page 74 of Annual Report)
 The revenue has been increased from $7819 in the year 2013 to $9715 in the year 2014. It shows that the acquisition has generated synergy gain. But on the other hand the royalty income that is being received by the company from the target company – Samsung Corning Precision Materials has been discontinued due to purchase of remaining shares of the company. (Page 55 of Annual Report)
 The net increase in cash and cash equivalents as per the Statement of Cash Flows has been increased from negative $284 million in the year 2013 to positive $ 605 million in the year 2015. The increase in cash equivalents has been welcomed by considerable increase in the cash inflows from the operating activities, investment activities and financing activities. (Page 58 of Annual Report)
 Yes the company has foreign currency exposure as a result of acquisition.
NOTE DISCLOSURES ON ACQUISITION
Though the parent and the company subsidiary to it are separate legal entity but the GAAP requires the accounts of both the companies to be clubbed under the parent company and it will be known as Consolidated Financial Statements. The same fact has been reported by IFRS 10 on Business Combinations. The Consolidated financial statements should be prepared and filed with appropriate authorities and included in the annual report which is to be presented to the stockholders of the company including shareholders, banks, financial institutions, government authorities, etc. As per the disclosure requirements the company shall disclose the following:
 All the assets and Liabilities shall be clubbed in the financial statements of the acquiring company.
 The income of acquired company shall be reported and clubbed under the income of acquiring company.
 The expenses of the target company shall be adjusted in order to give correct figure of goodwill after loss of impairment if any and fair values after amortization if any.
 The investment in entities other than subsidiary and in which the company does not possess any controlling interest, the accounting books shall not be consolidated in the parent company.
Conagro Foods INC
 The unaudited pro forma financial statements for 12 months for the year ending 2011,2012 and 2013 has been prepared but it is not in detailed format. Only figure of Net Sales, Net income from continuing operations, Basic earnings per share and diluted earnings per share. (Page 50 of Annual Report)
 A note on the Foreign Currency translation reserve has not been shown in the financial statements.
 A note has been given for acquisition in the annual report detailing the acquisition made by the company. The method adopted for the purchase of the company and the way in which the purchase consideration has been paid. (Page 2 of Annual Report)
Corning INC
 All accounting policies have been separately disclosed relating to the business combination pertaining to investment in other entities and acquisitions.
 The unaudited pro forma financial statements been disclosed for twelve months for the year ending 2013 detailing the net income, basic earnings per share, diluted earnings per share, number of shares, fixed asset and current assets and Purchase price. The differential amount has been shown as the Goodwill.
As per the IFRS 10 and GAAP, both companies have disclosed necessary notes to accounts detailing the amount of purchase consideration, mode of the payment, detail of net assets acquired at fair values consisting of Fixed Assets, Current assets and other assets and liabilities, necessary statements including statement of cash flows, statement of amortization of assets, statement of impairment loss if any, etc.
Both companies has disclosed the accounting policies relating to business combination, acquisitions, goodwill, foreign currency translation and other policies and requirements of the accounting relating to acquisition of the target company.
STRATEGIC RATIONALE FOR THE ACQUISITION
Conagro Foods INC
 In the beginning of the annual report of the company, it is at first addressed to the shareholders of the company that the Financial Year 2013 has been the year of success and transformation due to the acquisition that we have made and the focus that we have kept at every time on the main objective and core ides of the business. (Page 1 of Annual Report)
 From the aforesaid lines, it is very clear that the company is very much willing to acquire the Ralcorp Holdings INC which has been pending for so long. In 2012 the company has decided to capture the market of private brand owners and since then they are in the wave of acquiring the private brand owners. Since Ralcorp have goodwill in the market, the acquisition of the same has led drastic change in the goodwill of the company.
 Ralcorp holdings INC have two segments – one is Food Group and second one is Frozen bakery products.
 Ralcorp Holdings was private brand manufacturer of products. Through the acquisition of the said company the Conagro Foods INC have captured the large share of the market.
 Through this acquisition, the company has extended their business in the field of frozen bakery products also.
 With the expansion view in mind and keeping five core areas of focus the business has enjoyed a very tremendous growth in the working of the company in terms of its cash inflows and net income.
 This has led to increase in the earnings per share of the company and has emerged as the one of the largest private brand food company in America.
 Further in the second page of the annual report of the company, it has been very well mentioned that the customers in today’s era go for the products for private brand owners as they assumes the sense of having hygienic product and better product. To capture those customers the company has already acquired bar, pretzel and other businesses. But the acquisition of Ralcorp has led innovative changes in the company.
 With this acquisition the company has announced to the shareholders that by the Financial Year ending 2017 the company has expected to have many opportunities of sales and business growth along with that have forecasted that the company as per the projections have expected to achieve the savings in cost of around $300 millions apart from increase in the revenue from operations amounting to $4.5 billion.
The above shows that the acquisition has led the company to move in every sphere of the market having different segments.
Corning INC
 In the first page of the annual report the company while addressing to the shareholders has said that the company has completed the acquisition of the Samsung Corning Precision Materials successfully. It depicts that the company was very enthusiastically waiting for the said acquisition.
 As the company has serving the customers for the last so many years, this acquisition made the company to enter into new segments.
 In order to achieve the increase in revenue from operations, the company wants to acquire the said company. As the target company has total market share in Korea and Asia, the acquirer
company wants to capture whole of the Asia. Therefore, the acquisition was very well planned and has been executed step wise from 50% in 2012 to 57% by September 2013 and now 100%.
 Company has disclosed that in order to have growth in each segment of the company, it is decided to emphasize the focus of the company towards the business acquisitions which led to the development of the segments currently operating and secondly to enter into new business areas which are emerging as boon for economy and will acts as a profit centre for the company.
 Due to the acquisition the company has mentioned that the company has realized the gains from synergies amounting to $100 million in the year of 2014. Further it has been forecasted that these synergies will be higher and higher in the future. It has created a positive framework that the acquisition of the Samsung Corning Precision Material has been landmark asset that the company has created and which will generate the economic benefits to the company in the near future.
 The company has manufactured and launched new products with the integration of Corning Precision Materials. The product is known by the name of Gorilla Glass 4 and for the same the company has received Innovation award from one of the BMW supplier as applicable for light weight vehicles. The said achievement exhibits that the infusion of two companies has increased the saving of manufacturing cost, increase the new research and development activities which in turn led the company to manufacture different and innovative product and thus increasing the market share. These achievements has created good image in the eyes of the customers which is regarded as the positive effect of the acquisition.
CONCLUSION
 Acquisition made by both the companies has been recorded as the considerable event in the history of the company records. Conagro Foods INC has become one of largest private brand owner in the North America and Corning INC has captured the whole market of Asia. The major effect has been welcomed with open hands by the Conagro Foods INC as now the company is the only private brand manufacturer of the Food and Frozen bakery products. Prior to the acquisition the company was not in the business of manufacturing frozen bakery products but since the acquisition the company has extended its business operations to the aforesaid
segment. Along with the focus on key areas the company has now started focusing on this new segment of frozen bakery products. The company has obtained an increase in goodwill by $4.35 billion and $2.17 billion of trademarks, brands and other intangible assets. The operations have been considerable increased as the sale has been increased by $1.25 billion. The size of operations has been increased as compared to Corning INC.
 Yes, Conagro Foods INC has provided the better quality of information in the financial statement. It has provided the figures in detail along with the self explanatory Pro forma of the financial statements considering that as if the acquisition has been made in the beginning of the last year. The annual report has been prepared and drafted in very detailed format stating all the relevant figures regarding acquisition made by the company and also forecasting the future benefits that the company will achieve along with the future course of action that the company will follow. The company has described their key areas through the name of “Recipe” which in itself indicates that the company will be having the business relating to the Food. Though the company – Corning INC has presented their financial statements in the better but is not better as much as the company – Conagro Foods INC has presented.
 In my opinion, the company – Corning INC has been in the phase of increasing the more value to the shareholders of the company.

  • The company has paid the dividend to each shareholder as detailed in the first page of the annual report. The company has basic earnings per share of $ 1.80 and Diluted earnings per share $ 1.83 after distribution of dividend whereas the company – Conagro Foods INC have basic earnings per share of $ 1.85 and Diluted earnings per share $ 1.80. From the aforesaid figures, it is clear that the shareholders will invest in that company which has bright prospects in the future.
  • Also the company has earned synergies before tax amounting $100 million due to acquisition and expects to have the higher synergies in the future. Further the stock price of the company has been increased by 30% and has been performed out rightly in the index market. With this the company has announced increase in the common stock by 20% and has introduced the system of Share Repurchase.
  • The above depicts that the company has been working good and provides benefit to the shareholders by providing maximization of the wealth of the shareholders.
    REFERENCES 1. www.conagrafoods.com/ Official Website of Company1, accessed on 08-06-2016.
  1. https://www.corning.com/ Official Website of Company 2, accessed on 08-06-2016.
  2. Higgins K, 2011, “Clearly IFRS – IFRS 10 Consolidated Financial Statements”, Retrieved from http://www2.deloitte.com/content/dam/Deloitte/ca/Documents/audit/ca-en-audit-clearly-ifrs-consolidated-financial-statements-ifrs-10.pdf accessed on 09-06-2016.
  3. EY, 2013, “Applying IFRS – IFRS 10 Consolidated Financial Statements”, Retrieved from http://www.ey.com/Publication/vwLUAssets/EY-Applying_ConsJA_Dec-2013/$FILE/EY-Applying_ConsJA_Dec_2013.pdf accessed on 09-06-2016.
  4. EC Staff, 2011, “International Financial Reporting Standard 3 – Business Combinations” Retrieved from http://ec.europa.eu/internal_market/accounting/docs/consolidated/ifrs3_en.pdf accessed on 10-06-2016.
  5. Kepple P, 2014, “Business Combinations and Non Controlling Interest – Application of the IFRS GAAP and IFRS Standards” Retrieved from https://www.pwc.com/us/en/cfodirect/assets/pdf/accounting-guides/pwc-business-combinations-noncontrolling-interests.pdf accessed on 10-06-2016.

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