Transforming the Cooper

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The Cooperative Model as a Strategic

Alternative:

The Landmark Services

Cooperative

case

Kim Zeuli

Assistant Professor

Agricultural & Applied Economics Department

The University of Wisconsin

Center for Cooperatives

Motivation

 Landmark Services Cooperative was first

“Wyoming Co-op Model” in WI.

Why

did they choose to adopt this model?

 Why not just organize as an LLC?

How

is the model “operationalized”?

 What has been the

result

of this decision?

 For the cooperative and its members

 For public policy

The University of Wisconsin

Center for Cooperatives

Overview

 Wyoming Co-op Model (WCM) background

 The Landmark case: why, how, and results

 The future of the WCM—diffusion of innovation model

 Rural development considerations

The University of Wisconsin

Center for Cooperatives

The Wyoming Co-op Model

 1999—Wyoming lamb producers sought to form a NGC to process lamb, but wanted to obtain equity from non-member investor.

 A new Wyoming cooperative statute drafted by Mark Hanson and other Lindquist and

Vennum attorneys.

 Enacted July 1, 2001.

The University of Wisconsin

Center for Cooperatives

The Wyoming Co-op Model

 Allows “outside” investors—bigger capital pool.

 Two classes of members:

 Patron members—those who use the co-op;

 Investor members—those who invest in the co-op.

 All members

can

have the same voting rights, but depends on bylaws.

The University of Wisconsin

Center for Cooperatives

The Wyoming Co-op Model

 The statute regulates some member control:

 Patron member votes are counted collectively

 The board must include at least 1 patron member

 Patron member votes  50% of total board votes.

The University of Wisconsin

Center for Cooperatives

The Wyoming Co-op Model

Two net profit pools:

1.

Patronage: patron members receive this based on use.

 Patron members guaranteed 15% profit distribution.

2.

Investment: investor members receive this based on equity investment.

The University of Wisconsin

Center for Cooperatives

5-Stage Organizational Innovation

Process

Define need

Find innovation

Adaptation Clarification Embed

Adapted from Rogers, Diffusion of Innovation

.

The University of Wisconsin

Center for Cooperatives

Landmark Services Cooperative

 “The hardest business to make money in is agronomy.”

• Larry Swalheim, CEO of Cottage Grove Cooperative .

 Labor and capital intensive, with shrinking margins.

 For local co-ops, a lot of duplication, overlap in trade territories.

 Co-op members expect personal service.

The University of Wisconsin

Center for Cooperatives

Cottage Grove Cooperative

Feed

Hardware

Stores

Core Divisions

Energy Grain Agronomy

Supporting Divisions

Convenience Stores

Truck Stop

Heating & Cooling

Transportation

Services

Union Cooperative

Feed

Convenience

Stores

Core Divisions

Energy Grain

Supporting Divisions

Agronomy

Tire Sales

Transportation

Services

The University of Wisconsin

Center for Cooperatives

Critical Events

 Agriliance wanted to sell 4 agronomy centers in the trade area.

 Proposed forming an agronomy LLC with

Cottage Grove and Union:

 Agriliance = 40% ownership (4 centers)

 Cottage Grove = 40% ownership (3 centers)

 Union = 20% ownership (2 centers)

The University of Wisconsin

Center for Cooperatives

Critical Events

 Union unhappy with small ownership stake.

 CG and Union had longstanding relationship; social capital.

 Were looking for partnership opportunities.

 Had already developed a joint venture in Precision

Agriculture.

 Some distrust of Agriliance (no social capital).

 Decided better solution: JV and purchase the 4 agronomy centers.

The University of Wisconsin

Center for Cooperatives

Landmark Services Cooperative organized in October 2001

Why a WCM?

 Two major factors for choosing WCM over

LLC:

1) Larger pool of future members (for growth); and

2) Business would still have cooperative name.

 Both co-ops believe “co-op” name has positive marketing benefits.

 Their lawyer was involved with establishing other “Wyoming co-ops.”

The University of Wisconsin

Center for Cooperatives

Operations

 Each co-op provided half the $3.15 million required to purchase the 4 Agriliance centers.

 Landmark’s patronage refunds based on use

(sales at local plants):

 Cottage Grove = 60%; Union = 40%

 Union can increase patronage to 50%

The University of Wisconsin

Center for Cooperatives

Operations

 Landmark is a “virtual” company.

 New equipment is purchased by Landmark.

 Landmark leases existing facilities and equipment from the 2 co-ops.

 Landmark employees are “leased” from the 2 co-ops.

 Cottage Grove administers human resource programs.

The University of Wisconsin

Center for Cooperatives

Landmark Governance Structure

Union

Director

Union

CEO

Evansville

Employees

Board of Directors

Union

Controller

CG

Director

Landmark

GM

Hub

Managers

Cottage

Grove

Employees

Juda

Employees

CG

CEO

CG

Controller

Edgerton

Employees

Results

 A success.

 2002: Landmark loses money, but expands business.

 Purchases another agronomy center (10 total).

 Typical benefits and challenges from a joint venture: better services, lower prices, loss of control, etc.

The University of Wisconsin

Center for Cooperatives

Results

 Criticism over becoming too large, but no negative reaction to WCM.

 Landmark creation approved by general membership of both cooperatives.

 Were members aware of the implications (i.e., open door for outside investors)?

The University of Wisconsin

Center for Cooperatives

Results

 Hope to establish additional Landmark JVs in other product areas.

 CG and Union relationship strengthened.

 October 2003: Merger of CG and Union 

Landmark Services Cooperative.

 Headquarters at CG

 18 community locations

The University of Wisconsin

Center for Cooperatives

Results

 Wyoming co-op (Landmark Agronomy

Services) still exists; “inactive shell.”

 Ready for future joint ventures with other firms.

The University of Wisconsin

Center for Cooperatives

The Future of the WCM

 Innovation characteristics determine its rate of adoption (Rogers, others):

 Relative advantage

 Compatibility

 Complexity

 Ability to be tried out

 Observability

 Other significant variables: communication channels and promotion by “change agents.”

The University of Wisconsin

Center for Cooperatives

Innovation Adoption

Wyoming lamb producers

Landmark

Source: Rogers, Diffusion of Innovation , p. 262.

The University of Wisconsin

Center for Cooperatives

The Future of the WCM

 Change agents: lawyers, state co-op councils, university-based co-op centers.

 Nothing new for cooperative innovation.

 Similar MN law (308B) enacted Aug 1, 2003.

 Others introduced into legislative sessions in WI and Iowa.

 Early MN adopters (8): health care, software, financial, fertilizer, and ethanol.

The University of Wisconsin

Center for Cooperatives

The Future of the WCM

 For now, debate over the model is at scholarly level, but may start taking place at farm-member level.

 WFU and WFB board member/meetings

 Adoption rate and adopters does

not

suggest all new co-ops (ag co-ops) will be WCM.

 Is fear that Capper-Volstead protection and

CoBank mission will be challenged rational?

The University of Wisconsin

Center for Cooperatives

Rural Development

 The implications for rural development haven’t really entered the debate over the

WCM.

 The WCM opens the door to many new opportunities for local (community) ownership and control.

 NGC with community investors.

 Non-agricultural ventures.

The University of Wisconsin

Center for Cooperatives

Conclusions

 In agriculture, Wyoming Co-op Model most likely adopted by strategic value-added firms looking at future growth.

 Existing co-ops may adopt for new joint ventures expected to require substantial capital (substitute or pre-cursor to mergers?)

 Rural communities

should

be considering the

WCM, but will need change agents.

The University of Wisconsin

Center for Cooperatives

Contact Information

Kim Zeuli zeuli@aae.wisc.edu

608-263-3981

The University of Wisconsin

Center for Cooperatives

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