- Tuesday, Nov. 12th: Bankruptcy documents filed
- Wednesday, Nov. 13th: Court pleadings and Orders entered for ongoing operations
- Wednesday, Nov. 13th: By close of day, over 125 document filed on court’s docket in less than 48 hours.
- Thursday, Nov. 14th: Word received farmers would receive payment for their previous month’s milk.
- Monday, Nov. 18th: Payments expected to be delivered to farmers
UPDATE – posted 6:35 pm Tues, Nov. 12: “Emergency Relief Has Been Requested. A Hearing will be Conducted on this Matter on November 13, 2019 at 2:30 pm [CST] in Houston Tex.” This information per court documents, TXSB.
Dean Foods, the nation’s largest processor of fluid milk, has filed Chapter 11 Bankruptcy in the Southern District of Texas. According to a company news release, Dean Foods states the company is working toward an ‘orderly and efficient sale of the Company.”
In the same release, Dean Foods also states it is “engaged in advanced discussions with Dairy Farmers of America, Inc. (“DFA) regarding a potential sale of substantially all assets of the Company. If the parties ultimately reach agreement on the terms of a sale, such transaction would be subject to regulatory approval and would be subject to higher or otherwise better offers in the bankruptcy.”
Related to the announcement, Dean Foods cancelled its regular Quarterly Earnings Call, which was scheduled to occur at 9:00 am on the morning of Nov. 12.
Information about the actions and proceedings can be accessed at http://www.deanfoodsrestructuring.com.
The major concern for dairy farm communities – especially the farmers, and related agribusinesses and community small businesses across the country who serve those farmers – will be how independent dairy farms, who ship directly to Dean Foods plants, will be affected, treated, and compensated during the Bankruptcy proceedings. Those detailed answers are not available at the time of this initial posting (11:50 am, EST, Nov. 12).
At this time, there are more unanswered questions than answers, and no doubt there will be many anxious farmers and co-ops around the country who depend on milk checks from Dean Foods. It will take time for accurate answers and solutions to be found as this process works through the reorganizational Bankruptcy process.
For now, here are some FAQ sheets, as posted at http://www.deanfoodsrestructuring.com:
Here is the related News Release as posted at http://www.deanfoodsrestructuring.com:
As the news broke on the morning of November 12, here are some additional links from financial news outlets:
From ‘Seeking Alpha’: Initial (breaking) News Release – Dean Foods Files Chapter 11; posted at 7:09 am – with a link to the news release below:
From ‘Seeking Alpha’: Dean Foods Company Initiates Voluntary Reorganization with New Financial Support from Existing Lenders, a posting with these bullets:
- Company secures commitments for $850 Million in DIP Financing to Support Operations
- In Advanced Discussions with Dairy Farmers of America Regarding a Potential Sale
- Business Continues Regular Operations; Customer Receiving Uninterrupted Supply of Dairy Products as Normal
From ‘Seeking Alpha’: Dean Foods EPS misses by $0.72 – posted at $9.38 am
More information will be posted as it becomes available.
- Link: The concise, complete 20-pg. report can be accessed for reading, or downloading and printing.
- Background: Access the 15 background research reports, and additional information
“What next?” is the obvious question following the release of the AFBF Working Group report.
According to AFBF’s Chief Economist, John Newton, “Farm Bureau members will need to review the information, modify or add ideas, and submit resolutions.” He notes that the report “will not automatically be considered, nor will it automatically go into Farm Bureau policy.“
In other words, and in keeping with Farm Bureau procedure, members must take action.
Look for additional information offered in future posts.
In a bold move, the largest processor and direct store distributor of fluid milk in the United States has decided to leave its membership in the International Dairy Foods Association (IDFA), due to differences of opinion with the organization on the labeling of plant-based beverages.
Announcing their decision, Dean Foods issued the following statement:
“Dean Foods has been a strong supporter of the International dairy Foods Association (IDFA) for many years, however, we have reached a point where one of our key priorities is no longer shared by the entire IDFA organization. More specifically, as one of the largest dairy processors in the country, we are proud of the role we play in providing one of the most nutritious products in the grocery store – milk – to consumers around the nation. With this in mind, we believe it is wrong that many plant-based products are currently marketed using milk’s good name, yet are lacking several of the inherent nutrients of their dairy counterparts. Unfortunately, IDFA has been unable to reach consensus and take a stance on this important issue.”
“As a result, we have decided that we can no longer financially support an organization that is not behind one of our core priorities We’ll instead divert our advocacy resources to pursuing accurate product labeling for the benefit of the dairy industry, including farmers, processors, and consumers around the country. We have appreciated IDFA’s support over the years and wish the organization and its member companies the best.”
Eric Beringause, Dean Foods President and CEO, stated the following:
“There are plant-based products called “milk” on grocery store shelves today that don’t include a single drop of dairy. Even worse, consumers are being misled into believing that these imitation products are as healthy as their dairy counterparts. It is time we stood up for the dairy industry, for our nation’s dairy farmers, for the integrity of our milk products, and for the families who rely on them for adequate nutrition.
We’re exploring every potential avenue for ensuring imitation products are labeled properly, and we welcome others to join us in this effort.”
Beringause, who assumed the reins as CEO of Dean Foods on July 29, came with the reputation of having a record of transformation. In an industry crying for a renewal of sales for ‘nature’s most nearly perfect beverage,’ this decision may be a step in restoring real milk’s identity and reducing consumer confusion.
This move should be well-received by thousands of dairy farmers and industry stakeholders who have been demanding proper labeling of dairy products for years, and who have been seeking a ‘big-player’ advocate with an even bigger voice.
Dean Foods, on behalf of the nation’s dairy farm families, we look forward to working with you to advance the cause of proper labeling in keeping with standards of identity.
PRESS RELEASE / Earnings Report: Dean Foods Announces Second Quarter 2019 Results
- READ: The call lasted 38 minutes and some change, a bit less than the hour which has been the usual length. At the link above, you can read the transcript (not a hard read) and see the participants listed by name, including financial analysts who are the normal folks who participate in the Q&A following the company statements.
- AUDIO? Do you prefer to listen to the call? There is a link within the Transcript page (above)
- Beringause’s appointment has “sparked speculation that Dean is moving away from a sale”
- Beringause: “Clearly, there’s opportunities to grow the business”, without specification
- This article does fairly note that part of the problem is with the entire dairy industry: “Dairy industry is helpless with some even attempting to salvage the situation by fighting the “milk” branding of non-dairy alternatives and labeling them ‘fake milk.’ “
- Some of the comments following this article are a mixed bag, some positive for milk itself, some saying Dean is heading for better days, some critical
- Quotes CFO Jody Macedonia from the Earnings Call Transcript: “As retailers continue to invest in private-label milk to drive foot traffic, private-label margin over milk is contracted to $1.26 in June matching a historic low[…]As retailers continue to fund pricing promotions to drive traffic into their stores, they’re draining their own profitability. As a result, we believe these margins are unsustainable and expect it to alleviate over time.”
- Also stated by the author: “With vast industry experience, Beringause may be a knight in shining armor who will know how to turn this company around.”
- We all need for this company to become more healthy, and increasing sales of existing products is one way for that to happen.
- So could we all join in by encouraging our neighbors and friends to buy Dean Foods products? Even by asking them at church or a community meeting is one way to help get the ball rolling.
- Let’s do what we can ourselves to help improve the Dean Foods financial picture, and help our futures in the process!
- Some are already doing this with specific social media posts and consumer interaction, why not get on board and follow their lead?
Eric Beringause is the new CEO and President of Dean Foods, the nation’s largest processor and distributor of fresh fluid milk and dairy case products. He replaces Ralph Scozzafava, who has stepped down. Beringause’s tenure began on July 29, 2019.
Mr. Beringause brings over 30 years of experience in the dairy, consumer products, and food processing industries to his new position. Most recently, he was the CEO of Gehl Foods, the nation’s largest processor of nacho cheese. Through his career, he has worked for a variety of companies such as Nestle, ConAgra, Alcoa, and Pillsbury. His work portfolio includes private-label and branded products.
As the nation’s largest processor of fluid milk, the performance of Dean Foods in turns affects the fortunes of tens of thousands of dairy farms and regional farm economies across the United States.
It is no secret that the dairy industry itself, as well as Dean Foods, has seen its fair share of difficulties in the past two years; Mr. Beringause faces daunting challenges in turning the company around. Jim Turner, non-executive chairman of the Dean Foods Board, expresses confidence Beringause is the person for the job in a news release: “He has a long track record of creating value in dairy and consumer products companies, as well as a unique combination of turnaround and operational expertise.”
Upon the news of the CEO change late on Friday afternoon, July 26, Dean Foods stock rose in off-market trading over the weekend, rolled a bit during the day on Monday, July 29, and at the close of business, closed up 2 cents/share from Friday afternoon’s closing value of $1.25. On Tuesday, July 30th, the stock had climbed again to $1.36 at closing.
Following is the original news release, along with some additional public information about Mr. Beringause:
The original news release from PR Newswire:
DALLAS, July 26, 2019 /PRNewswire/ — Dean Foods Company (DF) today announced that Eric Beringause has been appointed President and Chief Executive Officer and a member of the Dean Foods Board of Directors, effective July 29, 2019. Beringause succeeds Ralph Scozzafava, who has stepped down as CEO and resigned from his position on the Board.
Beringause brings to Dean Foods more than 30 years of transformational leadership and operational experience at a broad range of blue-chip brands in the food, beverage and consumer products industries, including expertise in food processing and branded and contract manufacturing. Most recently, he served as CEO of Gehl Foods, LLC, a market-leading producer of dairy-based beverages and food products. Prior to that, he served as CEO of Advanced Refreshment LLC, one of the largest U.S. producers of private-label bottled water and water-based beverages, and as CEO of Sturm Foods, Inc., a leader in private-label food products, specialty food brands and contract manufacturing. Earlier in his career, Beringause held various business development, finance, and sales and marketing roles at Alcoa Consumer Products, Gerber Infant & Baby Products, ConAgra, Inc./Grist Mill, Nestle, Inc., Nabisco Brands and The Pillsbury Company.
“We believe Eric is the right leader to drive the transformation of the business as the Company continues to execute on its enterprise-wide cost productivity plan and its previously announced exploration of strategic alternatives,” said Jim Turner, Non-Executive Chairman of the Dean Foods Board. “He has a long track record of creating value in dairy and consumer products companies, as well as a unique combination of turnaround and operational expertise.”
“I am honored to join Dean Foods at this important juncture,” said Beringause. “Dean Foods is the nation’s largest dairy processor and a leader in the industry, and I am excited to work with the Board and management team to leverage our scale and substantial assets to realize the significant opportunities available to transform our company. My top priority will be to ensure we have the right footprint and strategies in place to drive sustainable growth and profitability for the benefit of our shareholders, employees, customers and other stakeholders.”
Turner continued, “On behalf of the entire Board, I want to thank Ralph for his service and contributions to Dean Foods over the past five years. We appreciate his dedication to the Company and we wish him all the best in the future.”
Upcoming Webcast of Second Quarter 2019 Earnings Conference Call
The Company will host a live webcast of its second quarter 2019 earnings conference call on Tuesday, August 6 at 9:00 a.m. Eastern Time. The webcast is expected to last approximately one hour and will be accessible by visiting http://www.deanfoods.com/our-company/investor-relations/ and by clicking “Webcasts.”
The webcast will be accessible on most operating systems and browsers. A webcast replay will be available for approximately 45 days following the event within the Investor Relations section of the Company’s website.
About Dean Foods:
Dean Foods is a leading food and beverage company and the largest processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. Headquartered in Dallas, Texas, the Dean Foods portfolio includes DairyPure®, the country’s first and largest fresh, national white milk brand, and TruMoo®, the leading national flavored milk brand, along with well-known regional dairy brands such as Alta Dena®, Berkeley Farms®, Country Fresh®, Dean’s®, Friendly’s®, Garelick Farms®, LAND O LAKES®* milk and cultured products, Lehigh Valley Dairy Farms®, Mayfield®, McArthur®, Meadow Gold®, Oak Farms®, PET®**, T.G. Lee®, Tuscan® and more. Dean Foods also has a joint venture with Organic Valley®, distributing fresh organic products to local retailers. In all, Dean Foods has more than 50 national, regional and local dairy brands as well as private labels. Dean Foods also makes and distributes ice cream, cultured products, juices, teas, and bottled water. Approximately 15,000 employees across the country work every day to make Dean Foods the most admired and trusted provider of wholesome, great-tasting dairy products at every occasion. For more information about Dean Foods and its brands, visit www.deanfoods.com.
*The LAND O LAKES brand is owned by Land O’Lakes, Inc. and is used by license.
**PET is a trademark of Eagle Family Foods Group LLC, under license.
CONTACT: Investor Relations/External Communications, Suzanne Rosenberg, +1 214-303-3438. Media please contact +1 214-721-7766 or email@example.com
Additional Background Information about Mr. Beringause:
Vassar: Mr. Beringause serves on the Board of Trustees of Vassar College, from whom he received his undergraduate degree. A biography can be read on Vassar’s website, or is posted here:
Giving Back: Related to experiences and friendships which began with a summer job while at Vassar, Mr. Beringause has been a huge supporter of an effort which builds up the Navajo nation, assists the Student Conservation Association, and involves telecommunications – all at the same time. And he believes that teaching the ‘why’ is important. Learn more in “That Vassar Serendipity – Three Alums Find a Common Cause,” a part of the Vassar “Stories” series.
Management Board of CP Kelco / a Division of Huber: Mr. Beringause is a member of the Management Board of CP Kelco, a consumer products division of Huber, which processes .nature-based’ ingredients for the food industry.
From FoodDive – a perspective on the circumstances which led to this change:
Dean Foods Replaces CEO with Eric Beringause amid Continued Struggles; by Lilliana Byington for Food Dive. Insights from this article’s author describe the company’s struggles, the challenges ahead, and Beringause’s record.
In recent years, opinions about Dean Foods and its future have been offered by every level of the dairy supply chain from dairy farmers to financial outlets to board rooms across the nation. A change has occurred. The entire dairy economy will benefit from a healthy and vibrant Dean Foods. We are hoping that Mr. Beringause is indeed, the leader with the skills to build a positive future – many dairy communities will be counting on it.
- First: No really horrible news for farms or local business, or even Dean’s resulted from the Q1 call, which I consider a positive, given the company’s downward trending stock prices of late.
- Second: Stock value was generally up for the day, with market share price at $1.75 at the time of close of business on May 7th.
- Third: No immediate transitions or sales of the company were announced (as of that day), even though it is no secret the company is exploring options. Whatever the company’s eventual decisions, there is no doubt that local communities and farm economies across the country will be impacted – but no one knows if that will be in a harmful or helpful manner at this writing.
- Fourth: The world of food in general – and dairy companies in particular – is fast-changing, so any news today may be very different a week from now.
- May 6, 2019: Dean Has Got Milk but Few Growth Prospects as it Hunts for Buyer, by Lydia Mulvany and Katherine Doherty for Bloomberg
- May 6, 2019: Dean Foods Falters from More Concentrated Milk Market – authored by Heather Haddon, for the Wall Street Journal: (and in case you can’t get to the online edition, here’s a photo of the article as it appeared in print)
- May 7, 6:58 am, by Seeking Alpha: Dean Foods Misses Q1 Estimates – notes that sales declined in 9% in Q1 2019, and to this blogger’s understanding, the comparison point is Q1 in 2018 (will verify). Remember, in 2018, the company still had branded shelf space in Walmarts in several states in the projected distribution radius of the new Walmart plant at Fort Wayne, Indiana.
- May 7, 10:23 am (after the call): Dean Says It’s Turning the Corner with Dairy Drain Set to End – by Lydia Mulvany and Katherine Doherty for Bloomberg – authors note the report was a ‘mixed bag,’ stated the company’s bonds gained on Tuesday (the day of the call) after ‘tumbling since late February.’
- Dean Foods Company SEC Filing – Current report (8-K) May 7, 2018 (Financial Statement)
- A Transcript of the Entire Call – posted by Seeking Alpha – access at this link (21 pages if you print, follow a link to an audio recording): includes the opening statement by Dean Foods officials, including CEO Ralph Scozzafava, and a Q&A Session with Financial Analysts from well-known companies
- Slides – played in conjunction with the Dean Foods officials portions of the call, includes graphs and charts further explaining the verbal points – access at this link
And then following the call:
May 7th, Afternoon: From the Dallas News: “Dean Foods posts Wider Losses Than Expected in first quarter amid Conversations with Potential Buyers.”
- “On a call with analysts frustrated with a lack of details around when the company could turn a financial corner, Dean Foods also reiterated that it’s looking at strategic alternatives to accelerate its business transformation and enhance its value.”
- “When asked whether the company was in talks with any potential buyers for the company, Scozzafava said it’s possible the company could do nothing.
- “We’ve been in conversations with some folks, and we’ll leave it at that . . . we are very open minded and exploring some things,” Scozzafava said.
May 7th, Afternoon: Dean Foods (DF) Reports Q1 Loss, Misses Revenue Estimates from Zacks Equity Research, a financial publication.
“Investors should be mindful of the fact that the outlook for the industry can have a material impact on the performance of the stock as well. In terms of the Zacks Industry Rank, Food-Dairy Products is currently in the bottom 8% of the 250 plus Zacks industries. Our research shows that the top 50% of the Zacks-ranked industries outperform the bottom 50% by a factor of more than 2 to 1.”
- CEO Ralph Scozzafava notes that a cost productivity plan and improvements in free cash flow provide optimistic things about the quarter
- Scozzafava: “We believe we have passed the inflection point in our transformation, as many of the initiatives we implemented over the past 12 months are now beginning to take hold.”
- Scozzafava (when asked about a potential sale): “It’s very possible that we won’t do anything, and we’ll continue to execute the plant that we have, which we’re very happy with, and we’ll continue to make progress on it. “So look, we’ve been in conversations with some folks, and we’ll leave it at that.”
- Notes this from Wells-Fargo Analyst John Baumgartner: “The outlook features some positives (seq. EBIT improvement, positive FCF, new business wins), but we think weak volumes, expansive price gaps, and inflationary price basis to dairy costs maintain DF in a vulnerable position.”
- “Wells-Fargo has a Market Perform rating and a target price of $2 on Dean Foods.”
- Moore observes that stock has an (average analyst) potential target price of $3.47 share, thus a potential to rise 98.29% increase from recent ranges of $1.57 to $1.71.
- Trading volume was considered high