Dean Chapter 11 – HUGE Step 1: Company Steps Up and Will Honor Previous Obligations to Farms

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A HUGE first step will take place in the Dean Foods Chapter 11 Bankruptcy proceedings.
Dairy Farmers will get their payments for milk delivered in the month prior to the date of the Bankruptcy Filing, an almost unprecedented event.  This news was confirmed by a Dean Foods source familiar with the situation on the evening of Thursday, November 14th.
Dean Foods announced on Tuesday, Nov. 12th, 2019, that it had initiated Chapter 11 Bankruptcy in the United States District and Bankruptcy Court, Southern District of Texas, Houston.
From the moment that filing became known, farmers, who are generally seen as unsecured creditors in a milk company bankruptcy, were extremely concerned that they would never receive payment for a month’s worth of milk. In hard dollars, this would be equal to tens of thousands of dollars to multiple hundreds of thousands of dollars, depending on the size of a producer’s herd.
In this case, officials in the Milk Procurement Division of Dean Foods advocated on behalf of payment for their producers.  In a court document titled  “Docket 29, Declaration of Robert Bruce Matson In Support of Debtors Motion to Pay Critical Vendors,”  Matson, Dean’s Senior Director of Milk Procurement, lays out a brilliant and passionate case on why these farmers deserved payment.
Nationwide, this would have been a loss of several millions of dollars scheduled to flow into dairy farm communities across the country. Those monies in turn would pay farm employees, pay feed bills, machinery repair bills, and a host of other expenses related to farm business operations.
These payments are known to apply to independent producers who contract directly with Dean Foods – it is not yet verified if this also applies to co-op handlers.  That will be clarified as quickly as possible.  Also needing more certain clarification will be payment for Nov. 1-11 milk deliveries to milk plants.  With the Nov. 12 filing date, all deliveries from that day forward will be secured as the company works through the Chapter 11 process.
The ability to make those payments, along with flexibility on how to make those distributions, was enabled by Court Orders entered on Wednesday evening, Nov. 13th, in US Bankruptcy Court, Southern District of Texas.
From that point on, it was up to Dean Foods officials to make determinations on what portions of the Settlement payment would indeed make their way to farms.
In an unprecedented bankruptcy in the dairy and food industry, an even rarer occurrence has taken place with this full payment being delivered to what the court defines as an unsecured creditor. Classification as ‘critical vendors’ helped achieve that end.
Officials at Dean Foods deserve an extraordinary amount of credit for taking farmers into consideration in their court documents and pleadings and getting this money to them which will be crucial for ongoing operations as the company determines a future.  If you have the opportunity to say “Thanks” to any of them, please do so.
While we are a very long way from a more stable future in this Chapter 11 Reorganization of the country’s largest milk processor, this is a HUGE first hurdle to cross.
Before this very complex bankruptcy is over, there will be many ups and downs, good days and bad days, and unexpected twists and turns. But on this Day 3 of Bankruptcy proceedings, many farm families are breathing a lot easier.
We hope for a brighter future for both farmers supplying the plants, and the employees processing and distributing the milk.
This will be a ‘one step at a time process.’  More information will be shared as it becomes available
Timeline thus far in a rather fast-paced and frenzied week:
  • 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
We are most thankful to a God who has answered many prayers with this news. The prayers for wisdom and guidance continue as we work to a more stable future.
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Dean Foods Files Chapter 11 Bankruptcy: News. Producer Questions. FAQ Sheets

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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:

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Here is the related News Release as posted at http://www.deanfoodsrestructuring.com:

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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.

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Beringause, Dean Foods: “It is time we stood up for the Dairy Industry, for our nation’s Dairy Farmers . . .”

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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.

 

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Eric Beringause named CEO of Dean Foods; brings a Record of Transformation

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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 media@deanfoods.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:

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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.

 

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Dean Foods: Earnings. Farms. Jobs. Communities. What’s Ahead?

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The Dean Foods Earnings Call, a webcast relaying financial news of Dean Foods, a publicly traded company, was held on the morning of Tuesday, May 7th, 2019.
The timeframe immediately before and after these publicly available Earnings Calls, for any company generally provide a wealth of information concerning the financial health and status of that company, along with various industry perspectives.
According to company information, Dean Foods is the “nation’s [US] largest processor and direct-to-store distributor of fluid milk.”  As such, any decisions made by the company will have a direct impact on local/regional dairy communities across the country, affecting many dairy farms and jobs within and related to the processing plants.
It can be said that Dean Foods is perhaps the company which is most supportive of the local and regional farm communities within a fairly close radius of each of its 58 plants.  Additionally, there are 19,000 local jobs in processing and distribution and related company functions at the plants.
Here are general takeaways from the Earnings Call – a grassroots perspective:
  • 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.
Stockholders Meeting: The Dean Foods Stockholder Meeting occurred Wed, May 9th at 9 am, CDT.  The meeting is archived here if readers would like to listen in. There is a delay at the front of the meeting in the recording.
 
Prior to and following the May 7th Earnings Call: These Posts  (chronological)
  • 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)
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  • 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.”

An article by Dom Difurio, a breaking news business writer for the Dallas Morning News, included these three statements of note:
  • “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.”
May 7, 2019 at 3:55 pm:   Dean Foods Needs an Activist Investor  
Posted at Seeking Alpha, authored by Holmes Osborne, of Osborne Global Investments
This is a blunt, tell-it-like-it-is perspective from a financial analyst’s viewpoint, who describes the company’s real estate and transportation assets as interesting. He also suggests some action items for the company to take in order to cause company value to rise.
With most of this blog’s readers in agriculture, it should be noted he suggests the company needs to widen its portfolio to include more plant-based or alternative beverages, or expand whey-protein production.
Parts of this article are a bit hard to read, but may be necessary to absorb in order to take action.
Also – take note, some of the $$$ referring to milk sales are not as impactful as he suggests due to market conditions of two different time frames, and some of his other statements related to agriculture show a bit of a lack of knowledge about grass-roots agriculture.
The Good News?  Osborne also suggests it may be time to buy stock, acknowledging it is risky at the moment.  The opening click title was  “Bottom-Fishing Investors, Snag Dean Foods.
May 8th, 2019, Morning:  “Dean Foods Sees Positives After a Quarterly Loss,” by Jeff Gelski for Food Business News.
  • 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.”
May 8th, 2019, 1:42 pm: “Dean Foods Seen Trading at Fair Value,” posted at Seeking Alpha and authored by Clark Schultz.
  • 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.”
May 9th: Stock closed at $1.65/share
May 10th, 2019, Afternoon:   “Why Dean Foods (DF) Stock Price Advanced Up to 5.76% Today”  by Samuel Moore for Find News
  • 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
Dean Foods stock closed at $1.76 for the week of the Earnings Call, up 11 cents from a close at $1.65 on Friday May 3rd.
May 13th, 2019 (Monday):  Dean Foods Shares Up 11.4%”by Harvey Truce for Rockland Register.  Surprisingly,  Dean Foods stock rose 20 cents/share in light trading volume.   A midday report was posted by Ethane Eddington for the Press Recorder, “Dean Foods (DF) Add 4.5%, Cementing Place as Top Mover Today.”
May 13th, Market Close: Stock closed at $1.96/share, and traded as high as $1.98 during the day.
June 3rd, 2019:  (Monday) Now is the Time to Bet on Dean Foods Company’s Stock: by William Josephs for Finch News, an online publication.
June 3rd, 2019:  Stock closed at $1.06.
June 5th, 2019  (Wed am):  Dean Foods Company (DF) Among Top Stocks to Watch Today:  by Denise Gardner, for Press Recorder
June 5th, 2019 (Wed, 1:34 pm): Dean Foods +13% after skirting with dropping below $1;    posted on Seeking Alpha by Clark Shultz
June 5th, 2019 (Wed):  Should Traders Take A Bit Out of Dean Foods Company?; by Kiel Taylor for US Post News
June 5th, 2019:  Stock closed at $1.22/share
June 6th, 2019: Stock closed at $1.22/share
June 7th, 2019, 8:44 am:  “Saputo takes a pass at Dean Foods”: Seeking Alpha news alert breaks news Saputo will not be acquiring Dean Foods, after earlier announcements Saputo was considering that acquisition.
June 7th, 2019, Midday: “Let’s Make some Money with: Dean Foods (DF) Company” – posted at Nasdaq News Updates, compiled by the NNU Team.  This article explains many of the terms and acronyms commonly used in financial reports about stock prices.
June 26th, 2019: America’s Biggest Milk Processor is Trading at Less than a Buck, by Lydia Mulvany and Katherine Doherty for Bloomberg.
June 26, 2019:  Dean Foods Stock closed at 95 cents / share  (Volume 2,552,000)
June 27, 2019:  Dean Foods Stock closed at 93 cents / share  (Volume 2,974,000)
June 28, 2019:  Dean Foods Stock closed at 92 cents / share  (Volume 4,959,000)
July 1, 2019: Dean Foods Stock closed at 93 cents / share (Volume 2,537,000)
July 2, 2019: Dean Foods Stock closed at 97 cents / share (Volume 2,264,000)
July 3, 2019: Dean Foods Stock closed at $1.07 / share (Volume 2,397,0000)
July 5, 2019: Dean Foods Stock closed at $1.10 / share (Volume 2,338,0000)
July 6th, 2019: Dean Foods Cut to “Sell” at ValuEngine, posted by Steve Reilly on Riverton Roll.
As those in the dairy industry know too well, this is an evolving story with lots of moving parts.  Look for additional updates as they become available.
And please keep in mind, this is mostly a chronicle or digest of information which has been published by other sources. This blog in no way suggests advice on taking actions either in the stock market or in a related business due to information published here.
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Dean Foods Earnings Call FY 2018: Background. Context. Future?

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In an entire food sector which is facing challenges at the moment from several different fronts, Dean Foods held their FY 2018 Year-end and 4th Quarter Earnings Call on Wednesday morning, February 27, 2019.  Dean Foods sources milk from independent contract farms and co-op members all across the nation, the Southeast included.
A summary of the context surrounding the event:
  • Most of food sector is off in recent financial reports
  • Sales of Dean Foods dairy products are still good  – Sales of $1.93 Billion for the Quarter actually beat a $1.91 Billion Estimate
  • Future: unknown; don’t give up hope – engage in a productive discussion
  • Initial Stock Prices and reaction after call: Dean Foods stock has traded in the $4 to $4.50 range for a couple of months (early 2019).  It was near $4.50 early Tuesday, Nov. 26 (the day before the earnings call), then dived under $3.90 for a bit of time on Wed. Nov. 27 (day of the call) and closed at $3.92.  On Thursday, Feb. 28, 2019, (day after earnings call), the stock closed at back over $4 at $4.01.   These highs and lows are par for the course after an earnings report.
 
The news from that call, and additional reports, is no real surprise to anyone who has been following Dean Foods for the past couple of years, but it has once again laid out the factors which will continue to affect the farm sector in the near future.  There is not a farm, nor a food company, anywhere, who is not affected by a changing food environment. Many big food companies, KraftHeinz included, are not having good earnings results of late, and there has been a ripple effect on Wall Street though all food business.  More closely related to dairy economics,  ‘‘Natural Cheese” was cited as one of the categories which led to Kraft’s difficult report. 
 
In many ways, we can feel a bit fortunate. Why?  Because Dean Foods is a publicly traded company, it is required by the SEC to issue reports and filings available to the general public and shareholders. Therefore, we do have a bit more knowledge about the true state of affairs.  We know (at least mostly) what we’re dealing with. 
 
Before providing the links to various reports (and not all of them are doom and gloom), I would offer this advice:  just take these reports as just that – reports. Dean Foods and its products still enjoy a lot of sales, a lot of income, and a lot of shelf space – it is the nation’s third largest dairy company.  That is a positive, and let’s be grateful for every hour we have that.
 
Remember the situation that led to this week’s report:
 
Also keep in mind that so much of this began over three years ago when Walmart announced they would be building their own milk plant.  Since then, the entire industry has been questioning how they would reckon with the Walmart monstrosity and their brutal tactics in the distribution and product acquisition sectors.  
Our area (Ky and TN, for the purposes of this post) felt that most intensely last spring when a living hell was catalyzed by the (at that time) expected June 2018 opening of the Walmart plant in Fort Wayne, Indiana, and over 100 farms in 8 states lost their Dean contracts.
Dean was not the only one affected or involved nationwide, but Dean, because they are publicly traded, took the great brunt of the fall and bad publicity. Dean was not the only party involved in farms losing contracts, and it could be even said, they were a victim as well of the Walmart entry into milk processing.
Since the Walmart plant opened in the summer of 2018, it is no secret they have experienced difficulty after difficulty, and still yet do not have all the bugs worked out of operations – neither at the plant, or distribution to stores from that plant.  
 
It is most sickening to think that some farms went forever-out-of-business because of fear of that new Walmart plant, which has had issue after issue, is not yet dependable, and  it is not known if it will ever be.
These million and billion dollar bad decisions by a big-box company have forever affected small communities in the east and southeast United States.  The fear and rumors related to Walmart and an assumed expansion after the first plant came on line have also been factors in the current industry state-of-affairs, although those rumors have quietened down as of late. 
 
Additional contributing factors affecting this Dean Foods earnings report: 
Sales of Milk: Generally, fluid sales of real milk (cow’s milk) are down, with the exceptions being whole milk and specialty dairy milks and dairy beverages. Let’s look at that as lessons and opportunities, and not despair, but get to work!   It is time we as farmers quit depending on hired employees as the only people who should ‘sell’ our products – we should also be full time milk salesmen ourselves!
 
Misinformation on the internet and in other places:  Don’t ever deny the impact that misinformation about milk and its health benefits, as well as our farming practices, has had on milk consumption, and milk consumption is the real reason for a dairy farm’s existence.  We, individually as farmer and industry agvocates, have got to step up our game, or the misinformation will win. Even popular sports figures are now being touted as ‘dairy free.’   (check the Dodgers!) 
 
Enormous expenses ran more than estimated related to Dean Foods plant closures – but that is largely past:  Only time will tell if it was a long-term wise move for Dean Foods main executives to decide to close 7 milk plants around the country.  However, in the short term, those costs were reflected in the two most recent quarters of financial reporting, and should be minimized going forward. 
 
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So, now back to the current Dean Foods situation, here are some links to current information, generally believed to be credible, and mostly in chronological order.  If you will pay attention to the events of Feb 27 and the timing, you can see how quickly information (of all kinds) is dispensed, so please keep in mind this is a fast-moving story, similar to that which other companies experience on the day of Earnings Reports. Any news should be considered “current” at that moment it is reported, events can change quickly, and perspectives are those of individual articles:
Mid-February, 2019:  The Milkweed reported about a “Notice of Covenant Waiver”   filed by Dean Foods, which could have had implications if not corrected by March 1st, however, it appears that situation got resolved in recent days, at least for the time being. (anecdotal, still trying to verify). 

Feb. 14, 2019: Dean Foods’ Great Brands Are on Track for a Profitable 2019

  source: by Faloh Investment – touts Dean’s recognizable brands as a positive
Feb. 26, 2019: Dean Foods Explores Strategic Alternatives to Accelerate Business Transformation;  source – Seeking Alpha, notes company is evaluating different strategies which may (but not certain) include sale of certain assets, joint ventures, more;  Stock jumped 10% with this news on the Tuesday evening before the full earnings call on Wednesday morning.  Other similar reports available with google searches, mostly different takes from the original news release.
Feb. 26, 2019: Local report about potential sale from Maria Halkas, Dallas News.com – largely uses information from the company news release above

Feb. 27, 2019 – 6:45 am:  News Release of Fourth Quarter and FY 18 Results

 

Feb. 27, 2019 – 6:57 am:  Dean Foods posts unexpected Q4 loss, suspends guidance(in layman’s terms, guidance is financial projections)
Feb. 27, 2019 – 8:10 am: Official Filing of 8-K with the SEC
This is a document required by law to be filed with the SEC.  There are some actions noted in the first few pages which may be of interest.
Feb. 27 – 9:00 am:  The Earnings Call / Webcast took place,  and a transcript was posted by 2:54 pm.  Listen for yourself to the audio of the call, or read the transcript, which are both available. The audio will take 50 minutes. .
Feb. 27 – 10:29 am: report on Benzinga titled:  Morgan Stanley: Pressures on Dean Foods Could Weigh on Company through 2019:   Report notes that $ales for QY 2019 actually beat the estimates:  Sales of $1.93 Billion beat a $1.91 Billion estimate
Feb. 27 – 12:47 pm: JPMorgan sees Dean Foods Sale as Unlikely    Ken Goldman, a seasoned financial analyst who is a frequent participant on the Dean Foods Earnin gs Calls, doesn’t think a sale is imminent for the reasons summarized at the link.
Feb. 27 – 2:02 pm:  Land-O-Lakes, a member-owned cooperative with a significant market presence in dairy products, animal nutrition, and an agronomy and crop-input division, released its 2018 Financial Statements.  Land-O-Lakes showed increased net sales, yet lowered net earnings, in 2018 when compared to 2017 numbers.  (See the first paragraphs).
  • Relationship between Dean and Land-O-Lakes:  Dean Foods (publicly traded) and Land-O-Lakes (a co-op) are separate companies, and neither owns the other, but there is a business relationship.  Land-O-Lakes sold its Fluid Milk division to Dean Foods in 2000. The Land-O-Lakes brand, presumingly through an ongoing license agreement, appears on milk cartons in the upper midwest.  And with Land-O-Lakes owning Purina and Winfield Crops, Land-O-Lakes still serves farms across the country shipping milk to Dean Foods plants.
Feb. 27 – 3:19 pm:  Slides posted from Dean Foods Earnings call:  These will provide a quick look-summary of the information discussed in the Earnings call, but should be viewed with caution without the context of the call.
Feb. 27th – 4:15 pm:  “Dean Foods: How Bad Is it?” – perspective from Value Analyst – notes company’s debt of $887 Million, compares significant financial numbers in relation to other food companies, more.
Feb. 27th – 6:22 pm:  “Here’s How Dairy Giant Dean Foods Curdled Its Own Milk” :  Karen Robinson Jacobs,  writing for Forbes, believes  that Dean’s current troubles began when Dean Foods sold the Whitewave Division, which included plant-based beverages and Horizon Organics. Consider this a review of past activity, and one writer’s opinion, but it adds to the mix of “how did Dean find itself here?”

Follow-Up Reports:

Feb. 28th – early morning: Market Watch notes some positives and challenges, yet questions, in addition to JP Morgan, if the company can find a buyer
Feb. 28th – early morning: Food Navigator, particularly, notes the quarterly and yearly losses were not due to a significant loss in sales, but due to enormously increased expenses.
March 1st – late morning:  James Brumley, Feature Writer for InvestorPlace, notes that the ability of food retailers such as Kroger, Walmart, and others to process their own private labels, enhanced by the ability to use milk as a loss-leader, has contributed to Dean Foods current stock price challenges.  His perspective is titled: “Dean Foods Stock has passed its Expiration Date.”
March 4th  – afternoon: from Seeking Alpha: summary of a perspective from Wells Fargo’s John Baumgartner  titled: Well-Fargo dissects M&A potential at Dean Foods. Perspective notes ‘DF sells $550MM+ of excess cream annually.’  (cream = dairy fat, rising in market demand) may be attractive to some potential buyers.  On this afternoon, 4 business days after earnings call, stock closed at $3.56.  On Thursday, Feb. 28 (1 day after call, stock was in the $4.00 range)
March 7th (Thursday):  Stock Price closed at $2.88/share, and came back to $2.91 after hours
March 9th – (morning):  Dean Foods Bonds Drop 2.2% During Trading:  reported by Lisa Matthews of Fairfield Current, a digital newspaper focusing on tech, health, science, and global events:  Article contains information on recent stock trades, and notes that on Friday, March 8th, stock traded down 17 cents / share, with a trade volume 2.5x that on a normal day: (4.34 million shares vs. avg. of 1.876 million shares per day.)  A lot of the trading volume in recent days and months has been due to institutional investors and hedge funds.
March 11th:   Two Stocks to Tuck Away: The Mosaic Company (MOS) and Dean Foods (DF): the lower half of this article notes recent volume trades of note of Dean Foods stock. Article contains lots of financial market lingo.  Article by Andrew Francis of Financial Mercury.
March 11th: Historical Performances Are Key to Consider:: Dean Foods Company (NYSE: DF) – an explanation of financial terms such as EPS, and looks back at some events coming up to the current weeks and days.  From Top Stock News.
March 12th: Analysts Anticipate Dean Foods (DF) Will Post Earnings of 15 cents/share (by Lisa Matthews for Fairfield Current):  Explanations of recent trades, even some purchased by some retirement funds.
March 12th:  Implied Volatility Surging for Dean Foods Stock Options (from Zacks) – an explanation of investors taking positions in anticipation of future stock price moves.
March 14th:  Bernstein drops Dean Foods (from Dairy Reporter) – suggests (suggests!) sale may come by division, but interesting that company itself is downsizing and in the process of restructuring.  Alexia Howard, a Bernstein representative who is a regular on the Dean Foods earnings calls, was noticeably absent from the Feb. 27th, 2019 call.
March 14th: Sentiment Still Supports the Bullish Case: Dean Foods (DF) Company:  Article by Kevin Freeman for the MonReport explains some financial terms and how they work, such as Relative Strength Index (RSI).  In this case, at the time of this post on the morning of Mar. 14th, with an RSI of 22.13, Dean Foods stock is considered to be oversold.
March 29th: Bear of the Day: Dean Foods:  Article by Benjamin Rains for Zack’s.  Notes that Dean, along with DFA and other ‘real dairy’-focused entities, are facing challenges and possible crossroads “due to the rise of alternative ‘milk’ offerings such as oat, nut, and soy, along with other non-dairy options for ice cream and more.”   Perspective goes on to note that that the “global dairy alternatives market is projected to soar  from $11.9 billion in 2017 to $34 Billion in 2024.” 
April 11th: Dean Foods Company (DF)’s Mixed Signals Lead to Crossed Wires: Article by Abby Carey for The Mon Report
April 12th: Dean Foods Attracts Takeover Interest from SaputoGlobe and Mail: reported by Seeking Alpha, with a link to a Globe and Mail story
April 15th: Saputo eyes US Dairy M&A – summary from Seeking Alpha; notes Dean shares were up 5.61% early in the morning on Monday, Apr. 15th after possibilities first announced late on Friday afternoon, April 12th.
April 15th: Saputo interested in Acquiring Dean Foods, report says:  a summary published at Food Dive.  Notes Saputo, a Canadian-owned company, owns 62 plants in 40 countries around the world, and reported an 18.4% increase in revenues at it’s last earnings report.
April 15th: Saputo to be disciplined with M&A:reported at Seeking Alpha.  Quotes Lino Saputo, “The level of discipline will be even more enhanced.” Notes Dean Foods closed up 7.48% (price $2.30/share) for the day.
April 18th: Can it sustain the pressure built by the Analysts: Dean Foods Company (DF) – article by Christopher Black for West News Now.
April 18th: Implied Volatility Surging for Dean Foods (DF) Stock Options – credited to Zack’s Equity Research, published on Zacks.com:  Article explains that “implied volatility shows how much movement the market is expecting in the future. Options with high levels of implied volatility suggest that investors in the underlying stocks are expecting a big move in one direction or another.”  Notes that a “Jun 21 $3.00 Call had some of the highest implied volatility of all equity options today,” [April 18th].
April 29, 2019: (posted mid-morning): Dean Foods Company Stock is 2.39% Higher Today, What Just Happened? – by Melanie Gerald, for FindANews.com;  article details the volumes of current and historical trades, and what they could potentially mean
April 29, 2019: (posted morning)  If You Had Bought Dean Foods (NYSE: DF) Stock Three Years Ago, You Would be Sitting on An 89% Loss, Today – From Simply Wall Street.
Timelines and charts have ‘minute captures’ of events: Access those here.
Stock closed at $1.81/share.
This Ed Bosworth article for Find A News notes to look beyond share price and consider fundamentals and future growth potential.
April 30, 2019: Analysts Estimate Dean Foods (DF) to Report a Decline in Earnings: Here’s What to Look For – (post at Zack’s Equity Research).  States there’s a Year-End Earnings report expected on May 7th, and expectations are it may be worse than expected.
At the end of the day, April 30, the stock price had dropped to $1.70/share.
May 1, 2019: How Far Dean Foods Company Will Fall Today:  (post at Find A News, authored by Peggy Goldman)
May 1, 2019:  One Stock with Low Beta Value: Dean Foods;  by Aston Bradley for Investor Place
Stock Closed at $1.61/share on this day.
May 2, 2019:  Rounding UP the figures: Dean Foods Company (DF), McDonald’s Corporation – written by Sarah Watson for FIN Bulletin.     From the article: “One metric that indicates how volatile a stock’s price is compared to the wider market is the Beta. The Beta value for Dean Foods Company (NYSE: DF) is 0.24 indicating less volatile than the rest of the market.”   Yet no predictions on what the company is going to do going forward.

 

May 2, 2019:  “Dean Foods Company (DF) Stock May Not Offer Adequate Shelter”, written by Rob Hiassen, and posted at FinBulletin. com

Directly from the article:  Institutional investors currently hold around $140 million or 92.2% in DF stock. Look at its top three institutional owners: Blackrock Inc. owns $24.27 million in Dean Foods Company, which represents roughly 18.24% of the company’s market cap and approximately 17.34% of the institutional ownership. Similar statistics are true for the second largest owner, Vanguard Group Inc, which owns 9,845,854 shares of the stock are valued at $16.74 million. The third largest holder is Dimensional Fund Advisors Lp, which currently holds $12.95 million north of this stock and that ownership represents nearly 9.74% of its market capitalization.
On May 2, 2019, Dean Foods Stock closed at  $1.54 / share.
COMPARE all of the above to this:  ABOUT A YEAR AGO:  On April 19, 2018 – the stock was $8.95, and this article was written, April 17th:  Is Dean Foods Company (NYSE: DF) Cheap for a Reason?  from Simply Wall Street
May 3, 2019: “Norges Bank Invests $6.97 Million in Dean Foods Company” – this Finance Daily post, authored by Andrew Sebastian, examines several of the volume trades which have occurred in recent weeks.  Various companies still have several differing ratings on the Dean Foods stock.
Stock closed at $1.52 on May 3rd.
May 5, 2019:  “Dean Foods Falters in More Concentrated Milk Market” – Heather Haddon, who covers food and retail policy for the Wall Street Journal, analyzes several recent trends which have affected the dairy business in general, and Dean Foods in particular across the country.

Where Do We Go from Here?

That, literally, is a Billion $$$ question, with the implications that our farms, processing jobs, related agribusiness, and extended rural communities are all at stake.
We in the Southeast, as well as other regions of the country, have seen many other episodes of dilemmas that occurred when decisions that affected our communities were made far, far away in corporate boardrooms by people that didn’t know ‘us.’
We are grateful we still enjoy cordial community relationships with our processing plants, and the folks who are employed there. Those folks have a great deal to lose as well as our farming communities – there are jobs which could be affected, and a resulting effect on the municipal economies in those regions.
At this point, I have no answers, but only questions to provoke thought:
  • How can we help the Dean Foods situation and the Dean Foods brand in our own communities?
  • What, generally, do you see as an answer to Dean Foods future?
  • If a sale occurs, do you have any idea who are the buyers you would be OK with, and buyers you would definitely not want to control our futures?
  • What are you yourself willing to do to promote the sale of milk (and specific milk brands which we can trace to our farms) to keep sales alive, and perhaps even recapture from plant-based beverages?  (Note: I am not suggesting criticizing checkoff efforts with this question.)
  • What are you willing to do yourself –  or invest in time wise or monetarily wise – to protect your future?
The truth is, there are many answers to the question about Dean Foods future, and it will take several efforts to chart a course for a brighter future.
One thing is for sure – we can’t take anything for granted!  We ourselves – as individuals and as farms – are going to have to become more active in convincing consumers that real milk is a great product! 
There will be more to come as this story evolves and as we pursue our farming futures.
(Note: some updates have been added after initial posting on March 1, 2019)

Dean Foods to close 7 plants in 2018; No additional producer letters expected soon

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(NOTE:  This is an evolving story affecting Dean Plants across the country.  Sources are a variety of public information and anonymous sources.  Updates will be made as warranted).

Dean Foods will be closing 7 processing plants in seven states in the next months, with the plants located in Kentucky, Georgia, Pennsylvania, Massachusetts, Illinois, Michigan and Minnesota.

News of the plant closings began to emerge through local news outlets in some of the cities involved through the day Tuesday, May 22nd, yet, at this posting, there are yet no official statements from Dean Foods corporate officials.

This announcement follows the jolting announcement in early March that over 100 farmers in 8 states, marketing milk as Dean Dairy Direct (independent producers, meaning not members of a co-op or marketing agency) producers, would have their contracts terminated as of May 31, 2018.  At this point, many of those farmers have found new markets, several elected to disperse their herds, with several still struggling to find a market and income source for their farm’s milk.

The navigation of stormy, wind-tossed oceans of milk in the overflowing worldwide dairy milkshed has led to the announcement that these processing plants will be shutting their doors during the late summer and fall.   Intense competition to find a processing market/plant for milk, exacerbated by declining milk consumption the world over, has converged in a perfect storm of farmers getting caught in the crosshairs with no markets for their milk, along with employees in processing plants losing their jobs as well.

Competition for the prime retail real estate of grocery store shelf space is also a factor in these events.

In the southeast, the two Dean Foods plant closures at Braselton, GA and Louisville, KY follow the early May announcement of the closure of a Fulton, Ky plant, owned by Prairie Farms.  In that event, processing operations will cease, but the facility will remain a distribution center, with 12 of 52 employees remaining.

An anonymous Dean Foods source says that “no more farmer/producer contract terminations via letters from Dean Foods are expected in the near future.”  However, we all know that increasing consumption of fluid milk is the quickest way to stabilize the future of all dairy farms across America.

The Dean plants said to be closed are:

  1. (News report: not initially confirmed by Deans)
  2. (News report: Member of founding family not bitter) 
  3. News report:  (Processes gallons & half-gallons, 120 employees)
  • Braselton, GA [Mayfield brand]   (2015 Dean’s CEO Quality Award Recipient)    (Visitors Center closed in 2014, reopened, Over 1 million folks a year to learn) (Reports from anonymous employees who received notices)
  • Louisville, KY    [Dean’s brand] News report link to WKYT) “That loss will cut production at the company’s Louisville plant, which will shut down.”

This announcement is only one in a series of cost-cutting measures Dean Foods has taken over the past several years.  A PET milk plant in Richmond, VA was closed in the fall of 2017.   In a Food Business News report of March 1, 2018, phrases such as “increasing competition,’ ‘6% decline in volume,’ and ‘reset cost structure,’  were signals more changes are to come.

The Louisville plant closure comes as no surprise, due to its distribution overlap into Indiana of retail centers to be served from the new Walmart milk processing plant opening in Fort Wayne, IN.  However, the opening of that Walmart plant has now been pushed to late summer, for a variety of reasons.  A recent report by Sherry Bunting, which appeared in the Farmers Exchange, features an interview with a Walmart spokesperson on that project’s status.

The closure of the Braselton, GA, Mayfield plant, may have come as a bit of surprise to some folks.  In 2016, this display in the Visitor’s Center relayed some stats which were current at that time, however, today’s employee count is closer to 150.  It is not known if this includes distribution networks.

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Dean Foods, as of an annual Dairy Foods (magazine) report, last published in the August 2017 edition, is the United States second largest milk processor, with Nestle being #1.

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As is common with any company treading in difficult waters, reports of a sale of the company, or of a merger and acquisition, are commonplace.  Sometimes they prove to be nothing, sometimes they prove to be true, and only time will tell which is the case with Dean’s.  It truly will be in the best interest of the United States dairy industry for the company to stabilize, due to the number of farms for which it provides a market, and for the number of employees in plants across the country.

The hardest truth of all of this is that ultimately, farmers in local regions, the rural economies that depend on a viable market for those farmers, and employees at plants, are the ones suffering the most from battles at all levels of the worldwide milkshed. 

Updates, and corrections if needed, will occur as more news becomes available.

 

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