structure strategy and finance instructure, strategy,...
TRANSCRIPT
1
Structure Strategy and Finance inStructure Strategy and Finance inStructure, Strategy, and Finance in Structure, Strategy, and Finance in Changing Markets: the Case of ProChanging Markets: the Case of Pro--
FacFac CooperativeCooperativeAnnual Meeting of NCERAAnnual Meeting of NCERA--210 Committee:210 Committee:
Research on Structure, Strategy, and FinanceResearch on Structure, Strategy, and FinanceNovember 19November 19--20, 2008 in St. Paul, MN20, 2008 in St. Paul, MN
Cornell Cooperative Enterprise Program 1Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Brian M. Brian M. HenehanHenehan and Todd M. and Todd M. [email protected]@cornell.edu
Dept of Applied Economics and ManagementDept of Applied Economics and ManagementCornell UniversityCornell University
AcknowledgementsAcknowledgementsCoCo--author, Dr. Todd author, Dr. Todd SchmitSchmit, Asst. Professor, , Asst. Professor, AEM, Cornell UniversityAEM, Cornell UniversityGail Malone, graduate student in AEM, Cornell Gail Malone, graduate student in AEM, Cornell UniversityUniversityJenna Jenna VanLieshoutVanLieshout, undergraduate student in , undergraduate student in AEM, Cornell UniversityAEM, Cornell UniversityKevin Kevin McAveyMcAvey, graduate student, AEM, Cornell , graduate student, AEM, Cornell UniversityUniversity
Cornell Cooperative Enterprise Program 2Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Steve Wright, General Mgr. ProSteve Wright, General Mgr. Pro--FacFacCooperativeCooperativeKevin Murphy, Member Relations, ProKevin Murphy, Member Relations, Pro--FacFacCooperativeCooperative
2
Why Study ProWhy Study Pro--Fac Cooperative?Fac Cooperative?Original Formation Based on Highly Original Formation Based on Highly Innovative Business StructureInnovative Business StructureInnovative Business StructureInnovative Business StructureProPro--FacFac Has Effectively “ReHas Effectively “Re--Designed” Designed” Itself Throughout It’s HistoryItself Throughout It’s HistoryUseful Case for Understanding How A Useful Case for Understanding How A Cooperative Strategically ReCooperative Strategically Re--positioned positioned
Cornell Cooperative Enterprise Program 3Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
p g yp g y ppDuring Times of Significant ChangeDuring Times of Significant ChangeCase Includes Review of Structure, Case Includes Review of Structure, Strategy and Finance DimensionsStrategy and Finance Dimensions
Why Study PF in New YorkWhy Study PF in New York
Economic Impact on NYS Economic Impact on NYS –– 60,000 acres 60,000 acres of high value crops and processing plantsof high value crops and processing plantsOngoing Relationship Ongoing Relationship –– hosted BOD on hosted BOD on campus, previous member survey, campus, previous member survey, advised on organizational structure advised on organizational structure optionsoptions
Cornell Cooperative Enterprise Program 4Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
optionsoptionsAttended all annual meetings since 1985 Attended all annual meetings since 1985
3
ProPro--Fac CooperativeFac Cooperative
ProPro--Fac Cooperative is an agricultural Fac Cooperative is an agricultural marketing cooperative of 488 members whomarketing cooperative of 488 members whomarketing cooperative of 488 members who marketing cooperative of 488 members who provide fruits, vegetables and popcorn for provide fruits, vegetables and popcorn for processing facilities across the country. These processing facilities across the country. These commodities are marketed as branded, private commodities are marketed as branded, private label and food service products, primarily label and food service products, primarily through its main customers, Birds Eye Foods through its main customers, Birds Eye Foods and Allens Inc The total value of cropsand Allens Inc The total value of crops
Cornell Cooperative Enterprise Program 5Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
and Allens, Inc. The total value of crops and Allens, Inc. The total value of crops delivered in 2007 was $61.1 million.delivered in 2007 was $61.1 million.
Map of ProMap of Pro--Fac Member Crops Fac Member Crops
Cornell Cooperative Enterprise Program 6Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Source: PF web site – www.profaccoop.com
4
ProPro--Fac Member Crops by StateFac Member Crops by StateCalifornia: California: PeachesPeachesDelaware: Delaware: Limas, PeasLimas, PeasFlorida: Florida: PotatoesPotatoesIllinois: Illinois: PopcornPopcornMichigan: Michigan: Apples, Asparagus, Blueberries, Carrots, Dry Beans, Apples, Asparagus, Blueberries, Carrots, Dry Beans, Peaches, Potatoes, Tart CherriesPeaches, Potatoes, Tart CherriesNebraska: Nebraska: PopcornPopcornNew York: New York: Apples, Beets, Butternut Squash, Carrots, Corn, Kraut Apples, Beets, Butternut Squash, Carrots, Corn, Kraut Cabbage, Peaches, Peas, Red Cabbage, Snap Beans, Tart Cabbage, Peaches, Peas, Red Cabbage, Snap Beans, Tart CherriesCherries
Cornell Cooperative Enterprise Program 7Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Oregon: Oregon: Cucumbers, PotatoesCucumbers, PotatoesPennsylvania: Pennsylvania: PotatoesPotatoesWashington: Washington: Cucumbers, Dry Beans, PotatoesCucumbers, Dry Beans, Potatoes
AgendaAgenda
Review Relevant LiteratureReview Relevant LiteratureDiscuss Why the Transformations Took Discuss Why the Transformations Took PlacePlacePresent Strategies and Structures Present Strategies and Structures Utilized for Redesign During Each PhaseUtilized for Redesign During Each PhaseReview Financing ApproachesReview Financing Approaches
Cornell Cooperative Enterprise Program 8Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Review Financing ApproachesReview Financing ApproachesAreas for Further ResearchAreas for Further Research
5
Relevant LiteratureRelevant LiteratureChaddadChaddad and Cook (2004) and Cook (2004) –– Understanding Understanding new cooperative models “cooperative with new cooperative models “cooperative with
””capital seeking entities”capital seeking entities”Anderson (1986) Anderson (1986) –– evolution of cooperative evolution of cooperative management strategies during phases of the management strategies during phases of the cooperative life cyclecooperative life cycleAmanorAmanor--BoaduBoadu, Boland, Barton et al (2003) , Boland, Barton et al (2003) ––
Cornell Cooperative Enterprise Program 9Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Birds Eye Foods, Inc Birds Eye Foods, Inc -- A Case StudyA Case StudySeeking input from this group Seeking input from this group –– economic economic value of information, equity and risk value of information, equity and risk management strategies management strategies
Three Phases of Redesign:Three Phases of Redesign:Will Concentrate on Third PhaseWill Concentrate on Third Phase
1.1. First Phase starts with the Formation of the First Phase starts with the Formation of the C ti i 1961 d t 1994C ti i 1961 d t 1994Cooperative in 1961 and runs to 1994Cooperative in 1961 and runs to 1994
2.2. Second Phase Starts with Acquisition of Second Phase Starts with Acquisition of CurticeCurtice--Burns Operations in 1994 and ends Burns Operations in 1994 and ends in 2002in 2002
3.3. Third Phase Begins with Inclusion of Vestar Third Phase Begins with Inclusion of Vestar C it l E it P t Wh BC it l E it P t Wh B
Cornell Cooperative Enterprise Program 10Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Capital, an Equity Partner Who Becomes Capital, an Equity Partner Who Becomes Majority Owner of Processing and Marketing Majority Owner of Processing and Marketing Assets in 2002 to todayAssets in 2002 to today
6
Phase 1.Phase 1.
PF Formed to Help Salvage Fruit and PF Formed to Help Salvage Fruit and Vegetable Processing in New YorkVegetable Processing in New YorkVegetable Processing in New YorkVegetable Processing in New YorkThis Period Saw Dramatic Restructuring This Period Saw Dramatic Restructuring in the Industry in U.S. and NYin the Industry in U.S. and NYPost WWII Saw Dramatic Decline in Post WWII Saw Dramatic Decline in Number of Firms and PlantsNumber of Firms and Plants
Cornell Cooperative Enterprise Program 11Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Number of Firms and PlantsNumber of Firms and PlantsTwo Such Firms Located in Two Such Firms Located in W.NewW.New York York –– CurticeCurtice Brothers and the BurnsBrothers and the Burns--Alton Alton Corp. Came up for SaleCorp. Came up for Sale
Member
Food Service
Member Farm
Ag.Services
Crop Delivery
Farm
SpecialtyProducts
RetailCrop Coordination& Harvest
Food Manufacturing
BrandedProducts
Sales &Marketing
Distribution
‐‐‐‐‐ F a r m P r o d u c t V a l u e C h a i n ‐‐‐‐‐‐‐‐‐‐Member
Farm
Production Planning
Cornell Cooperative Enterprise Program 12Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Member Farm
PF Functions
CB Functions
7
Summary of Curtice Burns and Pro-Fac Cooperative Integrated Agreement, 1961-1994
Curtice Burns Area Pro-Fac Cooperative
-Net proceeds derived from total sales; shared with PF 50/50 Finance
-Financed ownership of plants, leased facilities to CB-Equity loaned to CB; seasonal & term loans from Bank for Coop’sPF 50/50
-Common stock listed on AMEX, 1973Finance for Coop s
-Sold delivery rights based on common stock to members
-Conducted all marketing activities-Owned brands, made acquisitions-Developed new products
Marketing-Recruited members from new acquisition farming areas-Reserved first right to purchase brands upon dissolution-Farm products provide basis for new products
-Supervised and managed business and properties of PF-Maintained relations with lenders, kept books for Management &
G
-PF and Agway had access to books and financial information
Cornell Cooperative Enterprise Program 13Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
, pjoint venture-One PF director on CB board
Governance -1 CB and 1 Agway director on PF board
-Payment for crops based on CMV-As CB operations expanded, PF given first right to supply new plants-Developed sales plan that determined volume produced for each commodity
Supply Agreement
-Committee for each commodity-Committees determine CMV in concert with PF management and approve crop agreements-Payments made from a single, multi-commodity pool
GLF/Agway Farmer-MembersElect Directors
Pro-Fac Grower-MembersElect Directors
GLF/ Agway Inc.B d f Di t
Pro-Fac Cooperative (PF)B d f Di t
Pro-Fac Cooperative, GLF/Agway, and Curtice Burns Organization and Integrated Agreement, 1961 – 1994.
Board of DirectorsControlling interest in CB
Appoints CB Board
Board of DirectorsAgway Rep. on Board
CB Rep. on Board
Curtice Burns (CB)Board of Directors
PF Rep. on Board
Curtice Burns (CB)Management & Staff
Pro-Fac Cooperative (PF)Management & Staff
Cornell Cooperative Enterprise Program 14Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Integrated Agreement:1. Finance2. Management3. Marketing4. Supply
8
Phase 2. Begins in 1994Phase 2. Begins in 1994
Agway is Forced to Sell It’s CB Majority Interest Agway is Forced to Sell It’s CB Majority Interest to Raise Cashto Raise Cashto Raise Cash to Raise Cash The Long Standing Integrated Agreement The Long Standing Integrated Agreement Venture with CB Came to an End in 1994 as PF Venture with CB Came to an End in 1994 as PF Purchases Agway’s InterestPurchases Agway’s InterestCB buyout creates Initial Leverage on PF’s CB buyout creates Initial Leverage on PF’s Balance Sheet (Debt financing at 50% in ’96)Balance Sheet (Debt financing at 50% in ’96)
Cornell Cooperative Enterprise Program 15Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
BE acquisition results in highly leveraged BE acquisition results in highly leveraged position in 2000 (Debt financing at 80% in 2001)position in 2000 (Debt financing at 80% in 2001)
Member
Food Service
Member Farm
Ag.Services
Crop Delivery
Farm
SpecialtyProducts
RetailCrop Coordination& Harvest
Food Manufacturing
BrandedProducts
Sales &Marketing
Distribution
‐‐‐‐‐ F a r m P r o d u c t V a l u e C h a i n ‐‐‐‐‐‐‐‐‐‐Member
Farm
Production Planning
Cornell Cooperative Enterprise Program 16Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Member Farm
Pro-Fac/AgrilinkFunctions
9
Phase 2. DevelopmentsPhase 2. Developments
PF Becomes the First Farmer PF Becomes the First Farmer C ti t A i P bli l T d dC ti t A i P bli l T d dCooperative to Acquire a Publicly Traded Cooperative to Acquire a Publicly Traded CompanyCompanyLater Becomes the First Farmer Later Becomes the First Farmer Cooperative with a Security (cumulative Cooperative with a Security (cumulative preferred stock) Listed on a Major preferred stock) Listed on a Major E hE h NASDAQ ( b l PFACP)NASDAQ ( b l PFACP)
Cornell Cooperative Enterprise Program 17Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Exchange Exchange –– NASDAQ (symbol PFACP)NASDAQ (symbol PFACP)To Signify It’s Role in Linking the To Signify It’s Role in Linking the Agricultural and Marketing Segments, CB Agricultural and Marketing Segments, CB Changed It’s Name to Agrilink Changed It’s Name to Agrilink
Grower-MembersElect Directors
Pro-Fac Cooperative (PF)Board of Directors
Curtice Burns / Agrilink /Bi d E (CB/AL/BE)
Pro-Fac Cooperative, Curtice Burns/Agrilink/Birdseye Foods Organization, 1994-2002.
Board of Directors12 - Elected by Membership
3 - Independent, appointed by elected directors
Birds Eye (CB/AL/BE)Board of Directors
15 – Appointed by PF Board
Notables:• CB/AF/BE wholly-owned subsidiary of PF (1994)
Pro-Fac CooperativeManagement & Staff
Curtice Burns / Agrilink /Birds Eye
Management & Staff
Cornell Cooperative Enterprise Program 18Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
• CB/AF/BE wholly-owned subsidiary of PF (1994)• Pro-Fac Board & CB/AL/BE Board meet jointly as a single board, separate votes as necessary• CB changes name to Agrilink Foods (1997) & to Birds Eye Foods (2003)• Agrilink controlled brands, including acquisition of Birdseye & other brands from Dean Foods
Vegetable Co. (1998)• Dean’s acquisition effectively doubles size of Birds Eye Foods • Birds Eye Foods finds itself in a highly leveraged position
10
Number of ProNumber of Pro--FacFac Members, 1974 Members, 1974 --20082008
800
900Phase 1 Phase 2 Phase 3
500
600
700
Num
ber
Cornell Cooperative Enterprise Program 19Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
300
400
1974
1976
1978
1980
1982
1984
1986
1988
1990
1992
1994
1996
1998
2000
2002
2004
2006
2008
Year
ProPro--FacFac shareholder and member shareholder and member capitalization and investment, 1974capitalization and investment, 1974--20082008..
250
300
250
300
0)
g _ p
Phase 1 Phase 2 Phase 3
50
100
150
200
50
100
150
200
Valu
e per
Mem
ber (
Nom
inal
, $00
0
Tota
l (No
min
al, $
Mill.
)
Cornell Cooperative Enterprise Program 20Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
00
1974
1976
1978
1980
1982
1984
1986
1988
1990
1992
1994
1996
1998
2000
2002
2004
2006
2008
V
YearPF Shareholder/Member Equity/Capitalization PF Equity/Capitalization per MemberPF Class A Common Stock per Member
11
Commercial market value (CMV) of raw product Commercial market value (CMV) of raw product deliveries, total and per member, 1962deliveries, total and per member, 1962--20082008
140
160
70
80
90
mbe
r
Phase 1 Phase 2 Phase 3
20
40
60
80
100
120
20
30
40
50
60
70
hous
and
2006
Dol
lars
Per
Mem
Mill
ion
2006
Dol
lars
Cornell Cooperative Enterprise Program 21Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
0
20
0
10
1962
19
64
1966
19
68
1970
19
72
1974
19
76
1978
19
80
1982
19
84
1986
19
88
1990
19
92
1994
19
96
1998
20
00
2002
20
04
2006
20
08
Th
YearTotal CMV Average CMV per Member
Sources: Pro-Fac, Curtice Burns, & Agrilink Annual Reports, Pro-Fac SEC 10-K Filings
ProPro--FacFac debt levels and debt ratio, debt levels and debt ratio, 1974 1974 -- 2008 2008
100%
120%
1,000
1,200
mill
.
Phase 1 Phase 2 Phase 3
20%
40%
60%
80%
200
400
600
800
Deb
t Rat
io (
%)
Tot
al L
iabi
litie
s, n
omin
al $
m
\
Cornell Cooperative Enterprise Program 22Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
0%0
1974
1976
1978
1980
1982
1984
1986
1988
1990
1992
1994
1996
1998
2000
2002
2004
2006
2008
YearTotal Liabilities Debt Ratio (%)
Sources: Pro-Fac, Curtice Burns, & Agrilink Annual Reports, Pro-Fac SEC 10-K Filings
12
Phase 3. Begins in 2002Phase 3. Begins in 2002
AgrilinkAgrilink is in a Highly Leveraged Positionis in a Highly Leveraged PositionThin Margins Limit EarningsThin Margins Limit EarningsCapacity of Members to Provide Needed Capacity of Members to Provide Needed Equity is Being Tested Equity is Being Tested Board Explores Other Sources and Board Explores Other Sources and R i M O tiR i M O ti
Cornell Cooperative Enterprise Program 23Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Reviews Many OptionsReviews Many OptionsAccepts Proposal from Accepts Proposal from VestarVestar Capital Capital Partners and Approved by Member VotePartners and Approved by Member Vote
Member
Food Service
Member Farm
Private LabelPrivateLabel
Sales &
Ag.Services
Crop Delivery
Farm
SpecialtyProducts
RetailCrop Coordination& Harvest
Allen’sFood Manufacturing
Bird’s EyeBrandProducts
Sales &Marketing
Distribution
‐‐‐‐‐ F a r m P r o d u c t V a l u e C h a i n ‐‐‐‐‐‐‐‐‐‐Member
Farm
Supply agreements
ProductsLabelProducts
Marketing
Cornell Cooperative Enterprise Program 24Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Member Farm
PF & Farm FreshFirst, LLCFunctions
Minority Share of BEF
Birds Eye FoodsFunctions
Vestar MajorityOwner of BEF
Allens FoodsFunctions
13
Grower-MembersElect Directors
Pro-Fac Cooperative, Vestar, & Birds Eye Foods Organization, 2008
Vestar Capital PartnersPrivate Equity Firm
Vestar LLCCapital Investment - 56% Management - 3%
Pro-Fac Cooperative (PF) – 41%Board of Directors
12 - Elected by Membership3 - Independent, appointed by
elected directors
Birds Eye Holdings LLCBoard of Directors
9 – Vestar2 – Appointed by PF board
Notables:
Pro-Fac CooperativeManagement & Staff
Birds Eye Foods, Inc.Management & Staff
Cornell Cooperative Enterprise Program 25Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
• Vestar holds controlling interest in Birds Eye Holdings LLC• Birds Eye Holdings owns facilities (assets) and Birds Eye brands• Allens Inc. purchased NY plant facilities and private label brands in 2006
• PF received $120 million distribution from Birds Eye Holdings in 2007, used primarily for equity redemption and dividend payments
Need for Capital InfusionNeed for Capital Infusion
NonNon--cash goodwill impairment charge of cash goodwill impairment charge of $179 million results in negative income $179 million results in negative income for FY 2002 and reduces equityfor FY 2002 and reduces equityIncreased debt to finance acquisition of Increased debt to finance acquisition of large, national branded businesslarge, national branded businessExhaust members capacity to supplyExhaust members capacity to supply
Cornell Cooperative Enterprise Program 26Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Exhaust members capacity to supply Exhaust members capacity to supply more equitymore equityIncreased interest expenses Increased interest expenses
14
Options the PF Board Considered in Options the PF Board Considered in 20022002
Increase public stock offeringIncrease public stock offeringSeek strategic investorSeek strategic investorFind synergistic partner, LLCFind synergistic partner, LLCSeek private equity firmSeek private equity firm“tough it out”“tough it out”
Cornell Cooperative Enterprise Program 27Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Sell the companySell the company
Pete Call, PF Chairman and BEF Pete Call, PF Chairman and BEF Board Member Board Member
“PF’s expertise lies in producing raw “PF’s expertise lies in producing raw products not in operating processing products not in operating processing facilities, so a partnership with an facilities, so a partnership with an operating entity is an option that will be operating entity is an option that will be actively pursued”actively pursued”
Cornell Cooperative Enterprise Program 28Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
15
Selecting a Private Equity PartnerSelecting a Private Equity PartnerGood fit with portfolioGood fit with portfolioWorked with current managementWorked with current managementWorked with current managementWorked with current managementAcceptable Terms:Acceptable Terms:•• Option for individual members and Option for individual members and
management to investmanagement to invest•• Termination paymentsTermination payments
Cornell Cooperative Enterprise Program 29Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
p yp y•• Line of creditLine of credit•• 10 year supply agreement10 year supply agreement•• Representation on BEF boardRepresentation on BEF board
Public Stock Offering vs. Private Equity Public Stock Offering vs. Private Equity Placement Placement
Publically Traded OfferingPublically Traded Offering Private Equity InvestmentPrivate Equity InvestmentST HorizonST Horizon1/4ly earnings driven1/4ly earnings drivenMarket VolatilityMarket VolatilityBroad Stockholder Broad Stockholder InterestsInterestsHigh Cost of ListingHigh Cost of Listing
Longer Horizon (7yrs)Longer Horizon (7yrs)Driven to improve firm Driven to improve firm performanceperformanceLess volatilityLess volatilityNarrow Investor GroupNarrow Investor GroupPossess managementPossess management
Cornell Cooperative Enterprise Program 30Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
High Cost of Listing High Cost of Listing &SEC Compliance&SEC ComplianceSOX requirementsSOX requirements
Possess management Possess management talenttalentUltimately sell acquired Ultimately sell acquired businesses for gain businesses for gain
16
Phase 3. DevelopmentsPhase 3. DevelopmentsIn August 2002, In August 2002, VestarVestar Becomes Majority Becomes Majority Owner of Owner of AgrilinkAgrilink (approx. 56%)(approx. 56%)gg ( pp )( pp )AgrilinkAgrilink Name Changed to Birds Eye Foods, Name Changed to Birds Eye Foods, BEFBEFPF:PF:•• Maintains significant minority ownership of BEF Maintains significant minority ownership of BEF
(approx. 40%) with management accounting for (approx. 40%) with management accounting for (approx 4%)(approx 4%)
Cornell Cooperative Enterprise Program 31Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
(approx.4%)(approx.4%)•• Has 10 year supply agreementHas 10 year supply agreement•• Receives $10 million annually for 5 yearsReceives $10 million annually for 5 years•• Can secure $1 million line of credit for each of 5 Can secure $1 million line of credit for each of 5
yearsyears
Phase 3. DevelopmentsPhase 3. Developments
Bird Eye Foods Rolls Out Successful New Bird Eye Foods Rolls Out Successful New ProductsProductsVestarVestar Sells Processing Plants and Private Sells Processing Plants and Private Label Business to Label Business to AllensAllens, Inc. in 2006, Inc. in 2006VestarVestar SubsidiarySubsidiary-- BEF Holdings Distributes BEF Holdings Distributes 120 Million to PF in 2007 120 Million to PF in 2007
Cornell Cooperative Enterprise Program 32Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
PF Uses Distribution to Redeem Equity and PF Uses Distribution to Redeem Equity and Pay Dividends on Selected SecuritiesPay Dividends on Selected Securities
17
Financing Through Each PhaseFinancing Through Each Phase
Phase 1.Phase 1.•• Innovative diversification of sources Innovative diversification of sources ––
members, loans from BC, and publicly members, loans from BC, and publicly traded securitiestraded securities
•• Relatively strong, consistent earnings Relatively strong, consistent earnings supported use of retained earningssupported use of retained earnings
Cornell Cooperative Enterprise Program 33Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
•• Upfront member purchase of stock tied to Upfront member purchase of stock tied to deliveries raised additional member equity deliveries raised additional member equity
Financing: Phase 2Financing: Phase 2
Maintained diversification of sources Maintained diversification of sources ––members loans from BC and publicly tradedmembers loans from BC and publicly tradedmembers, loans from BC, and publicly traded members, loans from BC, and publicly traded securitiessecuritiesHigh costs of acquisitions eroded equityHigh costs of acquisitions eroded equityWeaker earnings reduced use of retained Weaker earnings reduced use of retained earningsearningsLimited new member purchases of stock tied to Limited new member purchases of stock tied to
Cornell Cooperative Enterprise Program 34Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
ppdeliveries raised additional member equitydeliveries raised additional member equityIncreased Debt Level to Support Buyouts Increased Debt Level to Support Buyouts Results in Highly Leveraged Position and Results in Highly Leveraged Position and Increased Interest Expense Increased Interest Expense
18
Financing: Phase 3.Financing: Phase 3.
PF Accepts Proposal from Private Equity PF Accepts Proposal from Private Equity FirmFirmFirm Firm VestarVestar Investment Significantly Reduces Investment Significantly Reduces BE Debt (approx. $175M)BE Debt (approx. $175M)Agreement with BE Holdings Generates Agreement with BE Holdings Generates Annual Payments for 5 yearsAnnual Payments for 5 years
Cornell Cooperative Enterprise Program 35Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Annual Payments Used to Support PF Annual Payments Used to Support PF Operations and Pay Dividends on Operations and Pay Dividends on Preferred StockPreferred Stock
Research QuestionsResearch QuestionsDoes a Private Equity Firm Do a Better Does a Private Equity Firm Do a Better Job Managing Member Equity than aJob Managing Member Equity than aJob Managing Member Equity than a Job Managing Member Equity than a Cooperative?Cooperative?Are Specialty Crop Producers Gaining Are Specialty Crop Producers Gaining Market Power that Minimizes Market Risk Market Power that Minimizes Market Risk (and need to own plants & brands)?(and need to own plants & brands)?
Cornell Cooperative Enterprise Program 36Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
How Do We Measure the Value of How Do We Measure the Value of Market Intelligence and Information that Market Intelligence and Information that Cooperatives Generate for Members?Cooperatives Generate for Members?
19
SummarySummary
The PF story present a unique case in The PF story present a unique case in the world of cooperativesthe world of cooperativesA Number of “A Number of “FirstsFirsts” for a farmer ” for a farmer cooperative: cooperative: •• leveraged buyout of publicly traded leveraged buyout of publicly traded
companycompany
Cornell Cooperative Enterprise Program 37Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
company,company,•• having a security listed on a major exchangehaving a security listed on a major exchange
Continue to Change and Adapt to New Continue to Change and Adapt to New Players and MarketsPlayers and Markets
Summary, cont’dSummary, cont’d
Utilized a number of innovative strategies to Utilized a number of innovative strategies to t ti l t i t t d bt ti l t i t t d bovercome potential constraints encountered by overcome potential constraints encountered by
traditional agricultural cooperatives:traditional agricultural cooperatives:•• Transferable delivery rightsTransferable delivery rights•• MultiMulti--commodity poolcommodity pool•• Diverse set of crops and productsDiverse set of crops and products•• Board geographic membership baseBoard geographic membership base
Cornell Cooperative Enterprise Program 38Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
•• Board geographic membership baseBoard geographic membership base•• Conversion of equity to publicly traded securities to Conversion of equity to publicly traded securities to
create liquidity for member investment create liquidity for member investment •• Partnering with successful firms and capital groupsPartnering with successful firms and capital groups
20
Current Situation for Most MembersCurrent Situation for Most MembersSignificant Increase in Prices for Most Significant Increase in Prices for Most Crops (Input costs also increasing)Crops (Input costs also increasing)p ( p g)p ( p g)Growing Demand Results in Increased Growing Demand Results in Increased Acreage for Most CropsAcreage for Most Crops$120M Distribution in 2007 Generated $120M Distribution in 2007 Generated Higher ROEHigher ROESituation Varies Across Crops andSituation Varies Across Crops and
Cornell Cooperative Enterprise Program 39Cornell Cooperative Enterprise ProgramCornell Cooperative Enterprise Program
Situation Varies Across Crops and Situation Varies Across Crops and RegionsRegionsIt Remains to Be Seen, How Long It will It Remains to Be Seen, How Long It will LastLast