Heavy debt pulls Farmland into
Chapter 11 ; new CEO Terry leads
reorganization effort



Patrick Duffey
USDA Rural Development


asting effects of the agricultural recession of recent years, which has left some farmers reeling and driven others out of business, finally caught up with North America’s largest farmer-owned cooperative. Despite $11.8 billion in sales last year, the weight of $1.9 billion in liabilities from rapid expansion in the 1990s to better compete on world markets forced Farmland Industries, Kansas City, Mo., to file for Chapter 11 bankruptcy protection on May 31. Under Chapter 11, firms seek protection from creditors while they reorganize their business. The bankruptcy process can take a year or more to complete.

In the wake of the filing, the cooperative has begun a summer-long reorganization study to explore its future. The investment bank UBS Warburg has been hired to help evaluate what might be sold to reduce costs and raise cash.

After less than 2 years at the helm, Robert Honse, Farmland’s chief executive officer, retired at age 58 in early May. Farmland’s 22-member board unanimously chose Robert B. Terry, 45, to succeed him. Terry has been Farmland’s executive vice president, general counsel and corporate secretary. Terry saluted Honse for his 30-year career with the cooperative and help in reducing debt by $500 million, cutting corporate expenses in half and securing a new bank agreement.

Terry made immediate changes on his executive staff. Steve Rhodes, 48, is the new executive vice president and chief financial officer, replacing John Bernardi, who has left the cooperative. Rhodes had been a vice president and controller. Bob Schuller, 41, succeeds Terry as vice president, general counsel and corporate secretary. He had been associate general counsel. Dennis Alt, another associate general counsel, was named vice president for strategic projects and will lead the reorganization effort. Tim Daughty, 48, is the new vice president for administration.

The 73-year-old cooperative was pushed over the brink by an estimated $30 million “run on the bank” in late May due to an aggressive early redemption demand from subordinated debt holders who had heard news of potential bankruptcy. The bonds are held by about 20,000 individuals who provide about $570 million in debt financing. The bankruptcy court will inform those unsecured creditors on how to confirm and address their claims.

The cash-flow crisis was made worse by a sagging nitrogen fertilizer market in recent years. The situation intensified as drought has squeezed farmers in the West and heavy rains soaked the Midwest, delaying cropplanting. The bankruptcy filing covers Farmland Industries, Farmland Foods, Farmland Pipe Line Co., Farmland Transportation (transportation brokerage) and SFA Inc., a Midsouth retail farm store operation. The filing does not affect several Farmland subsidiaries, including Agriliance (a fertilizer marketing venture with CHS Cooperatives and Land O’Lakes); ADM-Farmland (a grain marketing venture with Archer Daniels Midland); and Farmland National Beef, a 5-yearold beef processing venture with U.S. Premium Beef (which has the right of first refusal to buy any available Farmland stock in the venture).

While maintaining most of its operations, the cooperative plans to cut its workforce. In the past 2 years, Farmland had trimmed 4,000 jobs but still employs about 13,000 people, including 900 in the Kansas City area. Just before filing for bankruptcy, Farmland paid its employees early and asked them to cash their checks within 24 hours. Since then, Farmland has closed 16 convenience stores in northeast Arkansas that it acquired when it purchased SF Services in 1998.

An 11th-hour buyout bid for Farmland’s meat business by Smithfield Foods Inc., the world’s largest hog producer and pork processor, was declined by the cooperative’s board. Farmland rejected the offer after receiving $306 million of debtor-inpossession financing from its lending syndicate headed by Deutsche Bank AG and including CoBank, Bankers Trust Co. and Rabobank. Sen. Charles Grassley of Iowa has since said he opposed any deal between the firms out of concern for too much concentration in the meatpacking industry.

Farmland’s refrigerated foods unit, which includes its beef and pork business, generated sales of almost $4.75 billion in 2001. Its fresh meat operations are the fifth largest in the nation. Rather than focusing on owning livestock, Farmland has been developing branded meat products including case-ready offerings for supermarkets.

Farmland is also attempting to sell its petroleum refinery at Coffeyville, Kan. After a 5-week shutdown for repairs and improvements, the refinery came back on stream for the spring season. The regional cooperative’s bankruptcy petition is expected to have little effect on operations of its local cooperative owners. If Farmland’s stock is devalued, the locals could write them off for tax benefit in the current fiscal year.

Harry Fehrenbacher, Illinois farmer and Farmland chairman, earlier this year told a Farmland Systems Conference in Scottsdale, Ariz., that the cooperative was changing from a commodity-based farm supply business with huge cycles and small margins to a more stable, high-margin foods business, although “the transition is not complete as evidenced by financial results of the past few years.” He said,“We must position it (Farmland) to generate a return on your equity investment...including the foods business.”

Terry indicated the cooperative’s strong brand equity, leadership in the meat business, $2 billion asset base and support of its 1,700 local cooperatives and their 600,000 farmer-owners would help the cooperative emerge as a stronger company.





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