Peanut Business Case Study 2015
These are the basic facts that you will need to be familiar with for this programme. We will be referring to these facts and the legal questions they raise in many of the sessions. It is essential that you are thoroughly familiar with these facts for the negotiation session – 4-2 on day 4 where you will be acting for one of Carter’s Peanuts or the Skippie Peanut Butter owners or business.
Basic Scenario
A large commercial peanut grower in southern Africa, including in South Africa,Carter’s Peanuts Ltd (Carter)- wishes to expand into the manufacturing of peanut butter products. A relatively small local, family-owned South African company-Skippie Peanut Butter Ltd. (Skippie) manufactures peanut butter. The owners of Skippie may be interested in selling the business.
Who is the potential buyer?
Carter has been growing peanuts for generations. It supplies peanuts to many of the peanut butter manufacturing businesses in southern Africa.
The Carter family owns a majority of the shares but the company is otherwise widely held with a number of smaller shareholders, many of whom are employees.
The management of Carter, which includes a number of family members, has been interested in expanding the business but growth prospects are limited in the peanut production business and Carter’s board of directors has decided to look at an expansion into the manufacturing of peanut butter and other products (possibly jam and honey), though board and management recognize the commercial danger that they may end up competing with many of their customers.
Carter is looking at a number of peanut butter manufacturing businesses. It is familiar with Skippie as Carter supplies peanuts to Skippie, has its main offices close to Skippie’s and has a high opinion of the management of Skippie,especially the president-SandileZaba. Carter thinks it may be able to acquire Skippie at a reasonable price but will only acquire the Skippie business if current management agrees to stay on. Carter is prepared to provide financial incentives to Skippie management to encourage them to do so.
Carter is a profitable business and has considerable cash in the bank but the family has always been adverse to the notion of debt and therefore would like to spread the cost of any purchase out over several years if possible.
Corporate Chart:-
This is what Carter looks like in a typical corporate chart:
Who is the Target/Potential Seller?
Skippie is a small family owned South African peanut butter manufacturing business run by SandileZaba, (Sandile). Sandile the son of the founder Jacob Zaba (Father). Father founded the company with his late brother Joseph. Skippie is incorporated with share capital of 100 shares. Joseph’s son (Nephew) and daughter (Niece) also work in the business. Father retired 5 years ago but continues in the role of chairman of the board. When he retired, he gave 40 of his 50 shares to Sandile who assumed the role of president at that time. When Joseph died, his 50 shares were divided equally between his two children. The shareholders of Skippie are therefore-Sandile (40%), Father (10%) Nephew(25%) and Niece (25%). There is no shareholders’ agreement.
Skippie Corporate Chart-
This is what Skippie looks like in corporate chart form.
Skippie’s only product is peanut butter which is sold wholesale to other distributors and marketed in retail outlets under the brand “Skippie”. “Skippie” is not registered as a trademark.
Although Sandile’s father is retired, Sandile and his father consider themselves to be partners with Niece and Nephew in the business. Several years ago, Father borrowed money from the business and has paid interest on the loan each year. Although Sandile has not pressed Father to re-pay the loan’s principal because of Father’s role in founding the business, Father has promised to pay off the loan this year.
The family recognizes that Sandile is the “brains” of the operationSandile pays himself a salary of 800,000 Rand per year. Father receives no salary. Niece and Nephew receive 400,000 Rand each.
Skippie owns property on one hectare of land with a large building which is used as its manufacturing facility. Father purchasedthe land many years ago and expanded the building two years ago using the proceeds of a 10-year bank mortgage from the bank and a short-term loan from Nephew. Skippie also rents office space in an adjacent building.
In addition to Niece and Nephew who are the Quality/Logistics Manager and Marketing Manager respectively, Skippie employs 2 clerical staff and 10 people who work on the production line and in distribution/transportation. When additional help is needed they have seasonal and contract workers who come in for short periods. In addition to payments for wages, supplies and rent, Skippie’s expenses last year included the purchase of a new computer and telephone system for the office which is expected to last for 5 years.
Apart from the mortgage, Skippie does not currently have any formal financing arrangements with a commercial bank other than a small overdraft facility. Sandile has managed to finance Skippie’s operations from the company’s earnings, the loan from the Nephew, the overdraft facility and bystretching the payables.
In anticipation of a potential sale, Sandile had the financial statements of the company audited for the first time. Schedule A containsaudited financial statements for 2013 and 2014.
Sandile wants to significantly expand the Skippie business into the rest of southern Africa. Skippie does not have sufficient capital to finance such an expansion. Recognizing Skippie lacks the resources to expand the business without assistance, Sandile has conveyed an interest in collaborating in some manner with a company such as Carter.
If Sandile decides to enter into a business relationship with Carter or anyone else, he wants to continue manage the business, expand it and be head of the peanut butter products business in southern Africa. He wants to be well compensated but he is most interested in having an equity interest or equivalent in the on-going business.
HYOPOTHETICAL FINANCIAL STATEMENTS
FOR
SKIPPIE PEANUT BUTTER LTD.
(These financial statements were created as a teaching aid only)
(They are not intended to show a true financial picture of any business)
Steven C. Spronz
International Senior Lawyers Project
LEAD/Law Society of South Africa
Black Corporate and Commercial Attorneys Network
Commercial Law Education Program
October 2015
See accompanying accountants’ report
and notes to financial statements
1
INDEPENDENT AUDITOR’S REPORT
(For Audited Financials)
To the Shareholders and Directors of Skippie Peanut Butter Ltd. )”Skippie”):
We have audited the balance sheets of Skippie as of December 31, 2013 and December 31, 2014 and the related statements of income and retained earnings and of cash flows for each of the years in the period then ended. These financial statements are the responsibility of Skippie’s. Our responsibility is to express and opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Skippie at December 31, 2014 and December 31, 2013 and the results of its operations and changes in cash flows for the years then ended, in conformity with generally accepted accounting principles.
[Signed], Chartered Accountants Dated: March 1, 2015
See accompanying accountants’ report
and notes to financial statements
2
[ALTERNATIVE TYPE OF AUDITOR’S REPORT - NOT NEARLY AS GOOD AS AN AUDITED
FINANCIAL STATEMENT. TRY NOT TO ACCEPT THE FOLLOWING AND INSIST, IF
POSSIBLE, ON AN AUDITED FINANCIAL STATEMENT WITH A ‘CLEAN/UNQUALIFIED’
OPINION LIKE THE ONE EXPRESSED ON THE PREVIOUS PAGE]
ACCOUNTANT’S COMPILATION REPORT
To the Board of Directors
We have compiled the accompanying balance sheets of Skippie Peanut Butter, Ltd. (the Company) as of December 31, 2013 and December 31, 2004 and the related statements of operations and retained earnings and cash flows for the years then ended, and the accompanying supplementary information contained in Schedules I and II, which are presented only for supplementary analysis purposes, in accordance with Statements of Standards of Accounting and Review Services issued by the South African Institute of Chartered Accountants.
A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have not audited or reviewed the accompanying financial statements and supplementary information and, accordingly, do not express an opinion or any other form of assurance on them.
March 1, 2015
See accompanying accountants’ report
and notes to financial statements
3
INDEPENDENT REVIEW
(SOUTH AFRICA INNOVATION)
Description of Independent Review; This is not the text you will see in the accounant’s introduction to an Independent Review:
The independent review is a report issued on the financial statements of smaller businesses by independent professional accountants. It is an alternative document to the traditional audit.
An audit involves assurance on various aspects of the companies transactions by means of tests that the accountant runs on the information provided by the company. It is both time consuming and relatively expensive.
On the other hand, an independent review involves an “inquiry” and certain “analytical procedures”, and an assurance by the person doing the independent review that she/he is a member of a recognized association of accountants and adheres to the standards of that association.
See accompanying accountants’ report
and notes to financial statements
4
BALANCE SHEETS
DECEMBER 31, 2014 AND 2013
SKIPPIE BALANCE SHEET
(In ZAR x 10)
Assets / 2014 / 2013
1 / Current Assets:
2 / Cash and cash equivalents / 19,500 / 15,000
3 / Marketable assets [loan due from father] / 46,300 / 46,300
4 / Accounts receivable –
net of allowance for doubtful accounts / 156,000 / 145,000
5 / Inventories / 180,000 / 162,700
6 / Prepaid expenses [Insurance premiums] / 4,000 / 3,000
Total Current Assets / 405,800 / 380,000
7 / Total property, plant and equipment / 385,000 / 346,600
8 / Less accumulated depreciation / 125,000 / 97,000
Net Property, Plant and Equipment / 260,000 / 249,600
Other Assets:
9 / Deferred charges / N/A / N/A
10 / Intangibles (goodwill, patents)—
net of accumulated amortization / 2,250 / 2,000
11 / Investment securities, at cost / N/A / N/A
Total Other Assets / 2,250 / 2,000
Total Assets / 668,050 / 631,600
`
See accompanying accountants’ report
and notes to financial statements
5
BALANCE SHEETS (Continued)
DECEMBER 31, 2014 and 2013
Liabilities and Equity
Year Ended December 31 / Year Ended December 312014 / 2013
1 / Current Liabilities:
2 / Accounts payable / 60,000 / 57,000
3 / Notes payable / 51,000 / 61,000
4 / Accrued expenses / 30,000 / 36,000
5 / Current income / 17,000 / 15,000
6 / Other liabilities / 12,000 / 12,000
7 / Current portion of long-term debt / 6,000 / ----
Total Current Liabilities / 176,000 / 181,000
8 / Long-Term Liabilities:
9 / Unfunded retiree benefit obligations / N/A / N/A
10 / Deferred income taxes / 16,000 / 9,000
11 / Long-term debt [mortgage] / 130,000 / 136,000
12 / Other long-term debt / ----
Total Liabilities / 322,000 / 326,000
Total Equity / 346,050 / 305,600
Total Liabilities and Equity / 668,050 / 631,600
See accompanying accountants’ report
and notes to financial statements
6
INCOME STATEMENT AND STATEMENT OF CHANGES IN RETAINED EARNINGS
FOR THE YEARS ENDED JULY 31, 2014 AND 2013
SKIPPIE INCOME STATEMENT
(In ZAR x 10)
2013 / 2012
1 / Net sales / 765,050 / 725,000
2 / Cost of sales [parts, supplies, payroll] / 535,000 / 517,000
3 / Gross margin / 230,050 / 208,000
Operating expenses:
4 / Depreciation and amortization / 28,050 / 25,000
5 / Selling, general and administrative expenses / 96,804 / 109,500
6 / Operating income / 105,196 / 73,500
Other income and expenses:
7 / Dividend and interest income / 5,250 / 10,000
8 / Interest income [this is actually an expense] / (16,250) / (16,750)
Income before income taxes and extraordinary loss / 94,196 / 66,750
9 / Income tax expense / 41,446 / 26,250
10 / Income before extraordinary loss / 52,750 / 40,500
11 / Extraordinary item [uninsured fire damage] / (5,000) / ----
12 / Net Income / 47,750 / 40,500
See accompanying accountants’ report
and notes to financial statements
7
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 [THIS PAGE SHOWS ONLY CERTAIN CATEGORIES THAT MIGHT APPEAR ON A CASH FLOW STATEMENT. PLEASE REFER TO MERRILL LYNCH PUBLICATION ENTITLED “HOW TO READ A FINANCIAL STATEMENT”]
Cash flows from operating activities Net (loss) income / 2014 / 2013$ / $
[Uses of the cash flow]
Net cash provided by (used for) operating activities
Cash flows from investing activities:
Net cash used for investing activities
Cash flows from financing activities:
Net cash provided by financing activities
Cash at beginning of year
Cash at end of year
See accompanying accountants’ report
and notes to financial statements
8
NOTES TO FINANCIAL STATEMENTS:
The Company - The Company is a manufacturer of peanut butter in South Africa.
Intellectual Property - According to management, the Company has achieved renown for the quality of its sole product, peanut butter. Management advises that the name "Skippie” and the logo used by the Company have not been registered as a trade name or a trademark in any jurisdiction.
Accounts Receivable - The Company considers accounts receivable to be fully collectible, except as discussed in this paragraph entitled Accounts Receivable. Accordingly, no allowance for doubtful accounts has been established. Although this accounting method, elected by the Company, is not in conformity with generally accepted accounting principles, it has been determined not to materially misstate the financial statement presentation. Notwithstanding the foregoing, management has decided to recall one lot of peanut butter manufactured by the Company following receipt of a written claim by a customer (see “Claims and Litigation” below) that one jar of Skippie’s peanut butter was rancid an inedible. If the Company determines that there is indeed a problem with the lot of peanut butter in which one jar was allegedly found to contain rancid and inedible peanut butter, the Company may be required to restate these financial statements to provide for an allowance for doubtful accounts with respect to said lot.
Inventory - Inventory, which consists of raw materials, work in progress, and finished goods, are valued at the lower of cost or market.
Property and Equipment - Property and equipment is stated on the basis of cost. Depreciation and amortization are computed using the straight line method. Major repairs and replacements of property are capitalized. Maintenance repairs and minor replacements are charged to operations as incurred.
Income taxes - The Company accounts for income taxes using PAAB Accounting Standards No. 1234, Accounting for Income Taxes (PAAB 1234) which requires the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss carryforwards. Deferred tax expense or benefit is recognized as a result of the changes in the assets and liabilities during the year.
Environmental Issue: The land on which the Company's office and primary place of business is located has been inspected by the RSA Environmental Protection Service. The environmental authorities have decided to study, at Company’s expense, in accordance with applicable law, the possibility of groundwater contamination.
Product Issue: See “Claims and Litigation”.
Claims and Litigation
In response to our standard “audit inquiry letter” to counsel for the Company, counsel has advised as follows: Company has not been sued on any matter. However, Company advised that it received a written claim from one customer only that a jar of the Company’s peanut butter was rancid and inedible. The customer did not claim that the product made the customer ill or that the customer suffered any injury. However, out of an abundance of caution, the Company has decided to issue a recall for the entire lot of unsold Skippie peanut butter bearing on the jars the same lot number as appeared on the jar of the peanut butter about which the one customer complained, has requested that the complaining customer return the jar of the allegedly rancid peanut butter to the Company, and will investigate the complaining customer’s claims upon receipt of the said jar.
See accompanying accountants’ report
and notes to financial statements
9