In re CF Beef & Grain, LLC

590 B.R. 849
CourtUnited States Bankruptcy Court, E.D. Wisconsin
DecidedSeptember 18, 2018
DocketCase No. 18-20898-beh
StatusPublished
Cited by2 cases

This text of 590 B.R. 849 (In re CF Beef & Grain, LLC) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, E.D. Wisconsin primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re CF Beef & Grain, LLC, 590 B.R. 849 (Wis. 2018).

Opinion

Beth E. Hanan, United States Bankruptcy Judge

In this case, the Court must balance giving the Debtor an opportunity to confirm its plan to reorganize and keep its farm in operation, against preserving the fair treatment of its creditors and the integrity of the bankruptcy process. See In re Pertuset , 492 B.R. 232, 237 (Bankr. S.D. Ohio 2012). Here, that balance tips against confirmation, because the Debtor's plan is not feasible, and implicitly rests on a closely related LLC continuing to default on its obligation to one of the Debtor's secured lenders, among other shortcomings.

The Debtor, CF Beef & Grain, LLC ("CF Beef"), filed a Chapter 12 petition on February 5, 2018. The three members of CF Beef are David J. and Patricia Clark, and one of their sons, Gregory J. Clark. Those same three individuals are the only members of another entity, CF Ag Services, LLC ("CF Ag"). The Clarks established CF Beef in approximately 2005 after a conversion from dairy farming. CF Beef is a cash crop operation in Dodge County, Wisconsin. It also does some custom drying and storing of grain. The Clarks established CF Ag in 2009 to provide custom chemical applications to farmers, as well as trucking of grain and livestock. The two LLCs work together, sharing the use of some equipment owned by CF Beef.

Both David and Patricia Clark, and their son Greg Clark, filed individual Chapter 7 cases before CF Beef filed the present case.1 In his Chapter 7 case, Greg Clark included his personal liability to Markesan State Bank ("the Bank"). In each of the personal Chapter 7 cases, the Clarks listed the value of their two LLCs as $0.2 ,3

*852The Debtor filed a Chapter 12 plan of reorganization on May 7, 2018, to which numerous creditors objected. Thereafter the Debtor filed an amended plan on July 20, 2018, engendering a similar round of objections. The Chapter 12 trustee also filed an objection, and with it requested dismissal. The Court considered these objections, and the request for dismissal, at an August 13, 2018 confirmation hearing. In denying confirmation, the Court also will grant the request to dismiss but will stay entry of the dismissal order for 14 days to allow the Debtor an opportunity to convert its case to a Chapter 7 liquidation.4

FACTS

When the Debtor was formed in 2005, its primary operations were cattle and cash crops; it also did some custom drying. In 2016, the Debtor stopped "running cattle" and sold its livestock, which it has not replaced. The cash crop operation peaked in 2016, with the Debtor farming about 1,700 acres (an expansion of 800 to 1,000 acres over what it farmed in 2005). But compounding financial problems over recent years, including a 2012 drought that limited yields, a wet spring in 2013, a market downturn, and the Debtor's failure in 2017 to obtain a line of credit for crop inputs meant a reduction in the number of acres the Debtor could rent.5 In 2018, the Debtor planted around 1,060 acres, just less than 700 fewer acres than in 2016.

The Debtor's plan projections rely on four different sources of income: crop income; agricultural program payments; cash infusions from CF Ag; and income from custom drying and storing grain:

CF BEEF & GRAIN, LLC - 3 Year Cash Flow Projection - AMENDED

7/18/2018 Income 2018 2019 2020 Crop income $654,415.00 $674.050.00 $694,275.00 Ag Program Payments $ 39,550.00 $ 40,735.00 $ 41,960.00 Annual Cash infusion: CF Ag, LLC $125,000.00 $125,000.00 $125,000.00 Custom drying and storing grain $ 28,000.00 $ 28,000.00 $ 28,000.00 Total Income $846,965.00 $867,785,00 $889,235,00

CM-ECF Doc. No. 81, at 12.

The Debtor's anticipated crop income of approximately $654,000 in 2018 is based primarily on sales of corn. See CM-ECF Doc. No. 93, at 178. The Debtor anticipates selling 100,440 bushels-mainly to ethanol plants-at $3.75 per unit, resulting in sales of $376,650. Id. Greg Clark testified at the confirmation hearing that the sale price for corn was "down" from the $3.75 figure included in the projections, estimating that the Debtor would be able to sell its corn to ethanol plants for about $3.40 to $3.45 a bushel before the end of the year. One of the Debtor's unsecured creditors, Mr. Philip Majerus (d/b/a Kountry Korners), testified that current corn prices ranged from $3.30 to $3.40 per bushel, and that the projected sale price of $3.75 on which the Debtor's 2018 crop income was based would not be possible until early next year.

*853The Debtor operates its grain drying and storing business-projected to bring in $28,000 in yearly income-out of real estate owned personally by members David and Patricia Clark. The Bank's loan to the Debtor is secured by this real estate. David and Patricia own approximately 228 tillable acres, and their land includes their 150-year old house and the grain drying equipment. It also has a barn, a machine shed, and a secondary cattle facility. The Clarks have a personal mortgage on the land for approximately $287,000. They rent all their tillable land to the Debtor at no charge. The Bank recently filed a foreclosure action against them.

Greg Clark owns approximately 87 acres, with several buildings on it-two livestock buildings and machine sheds, in good repair. He rents his tillable acres to the Debtor at no charge. The Bank's loan to the Debtor also is secured by this real estate. Greg Clark's personal loan balance with the Bank is $1,465,000, and the Bank recently filed a foreclosure action against his property. The Farm Service Agency ("FSA") also has a lien on Clark's property.

Greg Clark admitted that if the foreclosures proceed, the Debtor will have about 300 fewer acres with which to generate crop revenue. Clark testified that the Debtor could seek other land to rent, and estimated such costs at $60,000 per year, or between $175-225 per acre. Even if the Debtor had the financial ability to incur the additional expense of leasing (inferior)6 replacement acres, those substitute acres would not necessarily have the same structural features. The Debtor has derived approximately $28,000 to $33,000 annually over the past couple years from its custom drying and grain storage. The potential loss of David and Patricia Clark's land through foreclosure jeopardizes the grain drying operation and $28,000 in projected annual income, as well as other structures which house machines used in the Debtor's operations. Greg Clark testified that there are two other Clark brothers with scattered small acreage that could house the equipment. The equipment wouldn't be under a roof, but they would have a shop for maintenance. No other Clark brothers testified. Finally, if the Bank foreclosed on all three members' property, Greg Clark said the Debtor would defend the action, but he did not describe what any defense to foreclosure would be.

Greg Clark is the primary decision-maker of the Debtor and does not work off farm.

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Bluebook (online)
590 B.R. 849, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-cf-beef-grain-llc-wieb-2018.