Valley Wide Co-op / Stanislaus Farm Supply Growth Opportunities

Valley Wide Co-op & Stanislaus Farm Supply – Update, July 11, 2024

Supporting Family-Owned Farms Across the West – Valley Wide Cooperative and Stanislaus Farm Supply commit to supporting family-owned farms and ranches across the West, sharing a dedication to agriculture, and feeding the world. Valley Wide operates in many diverse settings and offers services such as supplying energy and supplies to farms across the Pacific Northwest. Similarly, Stanislaus Farm Supply plays a pivotal role in the agricultural landscape of Nevada, and the Central Valley of California, delivering essential services and products to farms in the region. The consecutive efforts in sustaining family-owned farms from both Stanislaus Farm Supply and Valley Wide Cooperative emphasize the prosperity of community support and interest in agricultural advancement.

CEO Update - July 2024

Check out the video from Valley Wide & Ag CEO Dave Holtom on the Valley Wide and Stanislaus Farm Supply merger.

Valley Wide Co-op & Stanislaus Farm Supply – Update, May 20th, 2024

VWC Farming & Ranching

Valley Agronomics About Us

Valley Wide Cooperative O & V

Valley Wide & Mint Farming

Salmon, Idaho Valley Wide Country Store

Valley Wide Co-Op Cobalt Mine 2022

Check out these videos showcasing the different ways in which both Valley Wide & Ag support the industries of farming, ranching and more!

Farming In San Joaquin Valley, CA

Check out this video showing what farming is like in the San Joaquin Valley, and how Stanislaus Farm Supply helps that industry as a whole.

April 29th, 2024

Your Valley Wide Cooperative Board of Directors continues to explore ways to better serve its member-owners and communities and position itself for success well into the future. In that effort, the Valley Wide Board of Directors voted unanimously to sign a Letter of Intent (LOI) to study the benefits of a merger with Stanislaus Farm Supply of Modesto, CA.

“Our mergers are not about creating a big organization that throws its weight around. It’s about several local cooperatives in communities across the west, working together under one brand, leveraging that brand and unified volume to take the benefits back to all the communities and customers we serve”, says Dave Holtom, CEO of Valley Wide. “Let’s face it, agriculture and energy are global enterprises – it will take all of us working together to not only compete, but to flourish – it is our intent to do both, and we look forward to the Stanislaus Farm Supply being a part of it”.

Both cooperatives will continue the robust due diligence process in the proposed merger. Each cooperative will call a meeting of the members to vote on the proposed merger in the summer of 2024. Prior to the vote, eligible Valley Wide Cooperative members will receive a merger disclosure packet outlining the board’s reasons to pursue a merger as well as financial and other information and its likely impact on members.

Valley Wide Cooperative Information

Valley Wide Cooperative, as you know, is a locally owned farm supply cooperative that has experienced growth and success through several mergers over the past 25 years and operates by the cooperative principle that more can be accomplished working together than as individuals. We pride ourselves on the level of service we offer, the facilities we have built, and the quality of employees that make up the Valley Wide and Valley Ag teams. Valley Wide serves its patrons in 5 states (Utah, Idaho, Nevada, Oregon, and Washington) through over 50 locations and the efforts of over 1200 employees.

Stanislaus Farm Supply Information

Stanislaus Farm Supply serves over 2,600 member-owners and over 8,000 customers in the agriculturally rich, Central Valley of California from several locations. Stanislaus Farm Supply is a diversified Farm Supply Cooperative serving growers with agronomy and retail services and supplies since 1949.

Video From Dave Holtom

CEO at Valley Wide Cooperative

Check out the video from Dave on the Valley Wide and Stanislaus Farm Supply merger.

Video From Nick Biscay

CEO at Stanislaus Farm Supply

Check out the video from Nick on the Valley Wide and Stanislaus Farm Supply merger.

Dave & Nick Panel Discussion

Check out the video from Dave & Nick on the Valley Wide and Stanislaus Farm Supply merger.

Click the button on the top right to expand the map.

Green Markers = Stanislaus Farm Supply Locations
Red Markers = Valley Wide Cooperative & Valley Agronomics Locations

Retail Locations

Includes: Farm Stores, Convenience Stores, Fuel Islands, Coffee Shops, Carwashes, Deli’s, etc.

Energy Locations

Includes: Residential & Commercial Propane, Refined Fuels, Lubricant’s/Oli’s, Cylinder Exchange, Appliances, Fuel Cubes, etc.

Valley Ag Locations

Includes: Precision Ag, Crop Nutrition, Adjuvants & Crop Protection, Agronomist/Crop Advisory Team, Fertilizer, Seed Cleaning, Grain Handling, Soil & Water Testing, Etc.

Modesto Location

Includes:

Merced Location

Includes:

Kerman Location

Includes:

Los Banos Location

Includes:

Answering the WHY

Stanislaus Farm Supply and Valley Wide Cooperative

As we study the impact of a merger between these two companies, probably the most important question that must be answered is “Why do it”? I know that we can, but what’s more important is determining if we should. This applies to both companies. A signed Letter of Intent is a non-binding agreement that sets the stage to study just that. Along with answering the “why”, we also try and determine the “what if”. What does the company look like combined? How does it benefit the membership? What impact will there be on customers? Employees? Suppliers? What opportunities does it create? Here are a few of the answers to WHY.

1. Size and Scale

Drives relevance with suppliers. Suppliers are looking for retailers that can influence the market in a bigger way. Having a footprint that covers 6 states will help provide this. Suppliers also have limited funds to help grow market share. These funds go to support retailers with a history of demonstrated growth and greater market influence.
Leverage our influence for better pricing and better programs. Along with relevance, having size and scale will allow us the leverage for better pricing and programs offered by the distributors and manufacturers. It’s a tool we can effectively use to access pricing and programs that are historically targeted to the bigger retailers.
Affordability of services. Size and scale will help justify the creation of grower services that were only available through third-party vendors. Services such as input financing, run by our own in-house team, will create value and a revenue stream for our co-op and members.
Product development. Size and scale – especially in agronomy – allow us to develop our own line of specialty products that are specific to our region, our growers’ needs, and our unique agronomic conditions and cultures.

2. Risk Aversion/Diversity.

Economic risk. Combining operations with Stanislaus Farm Supply will spread the economic risks over a greatly diversified customer base and geography. It also spreads the ever-increasing costs of overhead to a larger business base.
Diversity in business revenue. Farm Supply is heavily dependent on agronomy for its returns. As agronomy goes, so goes the company. Combining with Valley Wide will give access to a diversity of businesses that create the “three-legged stool” – agronomy, retail, and energy. It also creates an opportunity for Valley Wide to grow its energy footprint into a new market.
Weather risks. Spreading our business out across 6 states will create risk aversion to weather anomalies that affect the western states from time to time.

3. Talent Access/Opportunities

A larger company can attract specialized talent not otherwise available for specialized needs and services. This applies to Information Services, Marketing, Financing, Human Resources, and Accounting.
Employees looking to advance their careers have more opportunities within a larger, more diverse company.
Attract and retain the best people in the industry with a stronger company positioned to grow into the future.

4. Growth

Growth is critical for any business and can come in many ways. Acquisitions and mergers are the most common ways to grow a company and are used effectively all over the world.
Growth in size is important for the reasons aforementioned, but growth in business offerings is important as well. Farm Supply merging with Valley Wide will create the potential to bring retail stores and energy offerings to Farm Supply members. Valley Wide has well-established and successful retail and energy business units and could replicate that success in a new market area.
New ventures breathe life into a mature business model. Every business has a life cycle. Knowing where you’re at in that life cycle is critical. Like Valley Wide, Farm Supply has been around a while – that means we’re both in the part of the cycle called ‘maturity’. Most cooperatives are in this stage. At this point, it’s critical to look for things that renew excitement and longevity in the business. This can be done through hiring new people, opening a new location, or merging with another cooperative.

5. Remain Relevant

This is hard to measure but super critical to the long-term success of a local cooperative. For years, cooperatives were seen as the place “where grandpa did business”. This must change if we are to survive. Our cooperative companies must be seen as just as important in the success of the producer of today AND tomorrow. We must do all we can to remain important (relevant) to all generations of producers. Not only must we remain relevant to our customers, but also to our employees and our suppliers as well.

6. Consolidation in the industry to drive efficiencies.

No one can deny that there is consolidation in the industry of agriculture driven by diminishing returns and the growing cost of doing business.

7. Alternatives of NOT create challenges long term.

Answering the question as to why we should merge with Farm Supply can also be answered by asking “What if we don’t?”
What does success mean to us in 5 or 10 years? Can we get there on our own?
Mergers and acquisitions were instrumental in how we got to be what we are today. Why would we expect that to change going forward?
Will we become more competitive without growing?
Can we attract and retain the best people without improving our relevance?

Opportunities like this are hard to come by in the cooperative world – especially out west where there are fewer of us. In general, our cultures, our challenges, and our crops are unique to the western United States. Our legal rights to water, urban sprawl, land costs, and government intervention are challenges shared and felt by all Western producers. It will take all of us to work together to meet those challenges. This applies to both the producer and the ag retailer. Cooperatives by nature are designed to work with one another to help meet those challenges and we become one strong voice through mergers.

Frequently Asked Questions (FAQ's)

What prompted the discussion between the two cooperatives?

Valley Wide and Valley Ag have created and flourished under a model that allows local cooperatives to become part of a larger brand through mergers. The principle of that model is that we (local cooperatives) can do more for our members and customers together than apart. The success of that model has allowed Valley Wide to grow across 5 states and is well known across the PNW. The board and management of Stanislaus Farm Supply recognize how critical it is to remain relevant to their members and customers and feel that merging with Valley Wide will accomplish this.

Who is Valley Wide?

Valley Wide Cooperative, also a locally owned farmers cooperative that has experienced growth and success through several mergers over the past 25 years. Their history goes back 100 years. They pride themselves in the level of service they offer, the quality of their facilities, and the employees on the Valley Wide team. Valley Wide serves its patrons in five states (Utah, Idaho, Nevada, Oregon, and Washington) at over 50 locations. Headquartered in Nampa, Idaho, they have three primary business divisions: Agronomy, Energy and Retail.

Who is Stanislaus Farm Supply?

Stanislaus Farm Supply has over 2,600 member-owners and over 8,000 customers in the central valley of California, with locations in Modesto, Fresno, Merced and Fallon and Yarington, Nevada. Stanislaus Farm Supply has a rich history as a diversified, farmer-owned cooperative providing growers with agronomy, farm supplies.

Are both companies financially sound?

While the size or appearance of the companies are significantly different on paper, both have very solid balance sheets from which to operate from. Income statements can change significantly from one year to the next. The balance sheets provide a more enduring picture of the health of the company. In addition, both companies have invested in the brick and mortar of their cooperatives so that neither cooperative is left with aged-out assets.

How does this merger help Valley Wide members?

Anytime a company can add great facilities, great talent and most importantly, 4,000 new co-op customers, it provides benefits on several fronts. It provides added risk aversion through diversification. It provides economies of scale. It gives our brand better recognition and awareness – which helps across the entire VWC geography. Lastly, it adds to our buying power with our global suppliers of fuel, fertilizer, crop protection and supplies. That benefits ALL our members.

How does this benefit Stanislaus?

Nick Biscay, CEO of Stanislaus Farm Supply, said, “This merger delivers on years of hard work in growing and developing the farmer-owned cooperative system. This merger creates the opportunity for combined economic participation and cooperative ownership for patrons in six Western States – California, Oregon, Washington, Idaho, Nevada and Utah. This type of merger is a strategic advantage for the cooperative model. It also provides additional buying power and/or leverage for the larger cooperative enterprise and creates greater access to resources which are needed to meet the challenges of an increasingly competitive industry. This merger IS NOT a “buy-out” or “take-over” which maintains that existing & future cooperative members own and govern the business all while accelerating the funding of past revolving funds for legacy members of Stanislaus Farm Supply. This combination will also deliver future strategic run-rate earnings and benefits by leveraging the sale of proprietary manufactured crop nutrition products across the reach of all western agronomy locations and the geographic expansion of the existing energy business into one of the largest markets in the United States, California. Our employees, owner-patrons and communities have a great deal to gain from this merger which gives everyone something to be excited about!”

What changes do you anticipate coming as a result of a merger?

Because Stanislaus Farm Supply will be merging into Valley Wide, most of the changes will be perceived by the SFS folks. Having orchestrated many of these mergers before, we understand that the less disruption the better. Employees and customers alike need to be able to count on our unified company to provide stability. Our shared goals are to make this transition as easy as we can and at the same time, make the necessary changes that benefit the employees and the customers.

Will this change the governance of the co-op?

Because we are a cooperative owned and governed by its members, representation is important to both Stanislaus Farm Supply and Valley Wide members. Our current (VWC) bylaws allow for the growth of the board from time to time and our established voting districts accommodate a very large trade area as well. With that, we are in agreement that Valley Wide will add one (2) Directors to represent the members of Stanislaus Farm Supply to sit on the VWC board. They will also provide an advisory member that is non-voting to participate in the meetings for one year as we transition.

What are the bylaw changes being considered?

Section 1 of Article II Qualifications – simply removes the requirement to pay 1$ for membership fee
Section 1 Article IV Voting Districts – allows the Board to make necessary changes to the districts to protect the representation of the members in each geography. As the company grows or membership grows, adjustments are sometimes necessary so that there is equitable representation of the members across the trade area. At no time will there ever be less than 2 directors in any district.
Section 2 Article IV Number of Directors – This proposal is to clean up the language and make it more general in nature, removing reference to individuals previously on the board. It also provides for the board size to be from a minimum of 9 to a maximum of 15 members at the board’s discretion. Any deviation from that would require member approval.
Section 3 Article IV Classifications – removes language referencing individuals no longer on the board. The classification of directors is there simply to establish a sound rotation of directors so that no district will experience a loss of all directors in an election.
Section 4 Article IV District Elections – simply adds the language “or by electronic ballot” to help identify the various ways that an election may occur.
Section 5 Article IV Term and Term Limits – Adds the language “he/she” to recognize female board members.
Section 4 Article VII – Cleaning up the language to apply to all former and future individual cooperatives that are now or will be part of Valley Wide and maintain the individual capital accounts represented as they came in through merger.
Section 7 Article VII – Gives the board the authority to revolve equity with more discretion and liberty and eliminates the requirement that all VWC and Valley equities be paid out in their entirety before other capital accounts can be paid. The board feels that it needs this flexibility in order to meet the financial needs of the members of today as well as those of the past.
Section 11 Article IV – added to allow the use of associate directors if the board feels the need. These one-year terms will expose more of our members to the governance of the cooperative and help them prepare for a place on the board if they so choose to run. These directors will not have voting authority and must meet the same qualifications as the voting members of the board – namely, producers only.

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