Exhibit 99.2
2005
Financial
Statements
and
Independent Auditors’ Report
Hillandale Farms of
Fla., Inc.
Lake City, Florida
Table of Contents
|
|
Independent Auditors’ Report |
1 |
Balance Sheets |
2 |
Statements of Income and Retained Earnings |
4 |
Statements of Cash Flows |
5 |
Notes to Financial Statements |
6 |
Independent
Auditors’ Report
To the
Stockholders
Hillandale Farms of Fla., Inc.
Lake City, Florida
We have audited the accompanying
balance sheets of Hillandale Farms of Fla., Inc., as of July 2, 2005 and June 26, 2004,
and the related statements of income and retained earnings and cash flows for the fiscal
years ended July 2, 2005, June 26, 2004, and June 28, 2003. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance
with auditing standards generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, based on our audits,
the financial statements referred to above present fairly, in all material respects, the
financial position of Hillandale Farms of Fla., Inc. as of July 2, 2005 and June 26, 2004,
and the results of its operations and its cash flows for each of the fiscal years ended
July 2, 2005, June 26, 2004, and June 28, 2003, in conformity with accounting principles
generally accepted in the United States of America.
|
/s/
Douglas, Douglas, Farnsworth |
August 24, 2005
Balance Sheets
July 2,
2005 and June 26, 2004
Hillandale Farms of Fla., Inc.
Lake City, Florida
The accompanying “Notes
to Financial Statements”,
are an integral part of these statements.
2
Balance Sheets
July 2,
2005 and June 26, 2004
Hillandale Farms of Fla., Inc.
Lake City, Florida
(Concluded)
The accompanying “Notes
to Financial Statements”,
are an integral part of these statements.
3
Statements of Income
and Retained Earnings
For the Fiscal Years Ended July 2, 2005, June 26, 2004, and June 28,
2003
Hillandale Farms of Fla., Inc.
Lake City, Florida
The accompanying “Notes
to Financial Statements”,
are an integral part of these statements.
4
Statements of Cash
Flows
For the Fiscal Years Ended July 2, 2005, June 26, 2004, and June 28,
2003
Hillandale Farms of Fla., Inc.
Lake City, Florida
The accompanying “Notes
to Financial Statements”,
are an integral part of these statements.
5
Notes to Financial
Statements
Hillandale Farms of Fla., Inc.
July 2, 2005
Lake City, Florida
Note 1 — Summary of
Significant Accounting Policies
|
Business
and credit risk concentrations |
|
Hillandale
Farms of Fla., Inc. (the Corporation) produces finished feed that is sold at both retail
and wholesale. Credit is extended to various customer accounts throughout Florida and
Alabama. The Corporation’s customer accounts are generally not secured by
collateral. |
|
The
preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates that affect the reported amounts of
assets, liabilities, revenues and expenses, and to disclose contingent assets and
liabilities. Actual results could differ from these estimates. |
|
The
Corporation’s fiscal year ends on the Saturday nearest to June 30. This practice
results in a 52-week or 53-week fiscal year. |
|
The
Corporation, Hillandale Farms, Inc. and Columbia Grain & Ingredients, Inc. are owned
and operated by a common group of stockholders. The existence of such common control
could result in operating results or financial position of the Corporation that differ
from those that would have been obtained if the entities were autonomous. |
|
For
purposes of the statement of cash flows, the Corporation considers all highly liquid debt
instruments purchased with an original maturity of three months or less to be cash
equivalents. |
|
Inventories
are stated at the lower of cost (first-in, first-out method) or market. |
|
Property,
plant and equipment |
|
Property,
plant and equipment are stated at cost. |
|
Depreciation
is computed based on the estimated useful lives of the individual depreciable assets,
ranging from two to thirty-nine years, using primarily the straight-line method. |
|
Bond
issue costs were capitalized and are being amortized over the term of the Industrial
Development Bonds. Amortization expenses related to the bond issue costs were $7,880 in
2005, 2004, and 2003. |
6
Notes to Financial
Statements
Hillandale Farms of Fla., Inc.
July 2, 2005
Lake City, Florida
(Continued)
Note 1 — Summary of
Significant Accounting Policies (concluded)
|
Income
tax expense includes Federal and State taxes currently payable and deferred taxes arising
from timing differences between income for financial reporting and income tax purposes.
These timing differences result principally from different methods of accounting for
depreciation, net operating loss carry forwards, related party accounts receivable and
accounts payable and leases. |
|
Accounts
receivable at July 2, 2005 and June 26, 2004, were reported net of an allowance for
uncollectible accounts in the amount of $20,579. Trade receivables are comprised
primarily of amounts owed to the Corporation from customers. |
|
Allowance
for doubtful accounts |
|
In
the normal course of business, the Corporation extends credit to customers on a
short-term basis. Although credit risks associated with customers are considered minimal,
we routinely review our accounts receivable balances and make provisions for probable
doubtful accounts. In circumstances where management is aware of a specific customer’s
inability to meet its financial obligations to us (e.g. bankruptcy filings), a specific
reserve is recorded to reduce the receivable to the amount expected to be collected. For
all other customers, we recognize reserves for bad debts based on the length of time the
receivables are past due, generally 100% for amounts more than 90 days past due. |
Note 2 — Restricted
Cash
|
At
July 2, 2005 and June 26, 2004, cash in the amount of $2,250 was held for the benefit of
an electric cooperative. The Corporation was required to deposit these funds with a
financial institution as collateral for a utility account. |
Note 3 — Inventory
|
The
inventory at July 2, 2005 and June 26, 2004, was composed of: |
|
2005 |
2004 |
Feed and feed ingredients |
|
|
$ | 450,981 |
|
$ | 297,180 |
|
Products for resale | | |
| 35,707 |
|
| 39,735 |
|
Operating and maintenance supplies | | |
| 89,025 |
|
| 94,589 |
|
|
| |
| |
Total | | |
$ | 575,713 |
|
$ | 431,504 |
|
|
| |
| |
7
Notes to Financial
Statements
Hillandale Farms of Fla., Inc.
July 2, 2005
Lake City, Florida
(Continued)
Note 4 — Property,
Plant and Equipment
|
Following
is a summary of property, plant and equipment at July 2, 2005 and June 26, 2004. |
|
2005 |
2004 |
Property, plant and equipment |
|
|
| |
|
| |
|
Land | | |
$ | 878,479 |
|
$ | 878,479 |
|
Construction in progress | | |
| 25,553 |
|
| -- |
|
Buildings and improvements | | |
| 13,461,640 |
|
| 13,526,705 |
|
Machinery, equipment and vehicles | | |
| 12,864,081 |
|
| 14,079,942 |
|
Assets under capital lease | | |
| 2,398,904 |
|
| 2,398,904 |
|
|
| |
| |
Subtotal | | |
| 29,628,657 |
|
| 30,884,030 |
|
Less: Accumulated depreciation | | |
and amortization | | |
| (20,415,475 |
) |
| (20,392,755 |
) |
|
| |
| |
Property, plant and equipment, net | | |
$ | 9,213,182 |
|
$ | 10,491,275 |
|
|
| |
| |
|
Depreciation
expense relating to plant and equipment included in expenses for 2005, 2004, and 2003 was
$1,248,580, $1,355,598, and $1,462,802, respectively. |
Note 5 — Assets
under Capital Lease
|
The
following is an analysis of property under capital lease obligations at July 2, 2005 and
June 26, 2004: |
|
2005 |
2004 |
Buildings and improvements |
|
|
$ | 1,599,877 |
|
$ | 1,599,877 |
|
Machinery, equipment and vehicles | | |
| 799,027 |
|
| 799,027 |
|
|
| |
| |
Subtotal | | |
| 2,398,904 |
|
| 2,398,904 |
|
Less: Accumulated amortization | | |
| (2,161,288 |
) |
| (2,062,746 |
) |
|
| |
| |
Assets under capital lease, net | | |
$ | 237,616 |
|
$ | 336,158 |
|
|
| |
| |
|
Amortization
expense for 2005, 2004, and 2003 was $98,542. |
Note 6 — Long-Term
Debt
|
The
Corporation’s prime borrowing rate at July 2, 2005 and June 26, 2004 was 6.25% and
4.00%, respectively. Also, the Corporation entered into loans that charge interest based
on the London Interbank Offered Rate (LIBOR). The twelve month LIBOR rates as of July 2,
2005 and June 26, 2004 were approximately 4.00% and 2.50%, respectively. A summary of
long-term debt at July 2, 2005 and June 26, 2004, follows: |
8
Notes to Financial
Statements
Hillandale Farms of Fla., Inc.
July 2, 2005
Lake City, Florida
(Continued)
Note 6 — Long-Term
Debt (concluded)
|
2005 |
2004 |
Notes payable to Hillandale Farms, Inc. (a related party); |
|
|
| |
|
| |
|
unsecured; payable thirteen months after demand, interest | | |
at LIBOR plus 2.5% | | |
$ | 3,341,695 |
|
$ | 3,000,000 |
|
Note payable to Columbia Grain & Ingredients, Inc. (a | | |
related party); unsecured; payable thirteen months after | | |
demand, interest at LIBOR plus 2.5% | | |
| 1,500,000 |
|
| -- |
|
Note payable to Farm Credit of North Florida; collateralized | | |
by a lien on real estate at Lake City and Bushnell; payable | | |
$21,656 monthly through May 2006, including interest | | |
at 7.75% | | |
| 208,001 |
|
| 441,885 |
|
Note payable to Farm Credit of North Florida; collateralized | | |
by buildings and equipment; payable $9,685 monthly | | |
through December 2006, including interest at 7.75% | | |
| 155,459 |
|
| 255,390 |
|
|
| |
| |
Total | | |
| 5,205,155 |
|
| 3,697,275 |
|
Less current portion | | |
| (315,957 |
) |
| (330,828 |
) |
|
| |
| |
Total long-term debt | | |
$ | 4,889,198 |
|
$ | 3,366,447 |
|
|
| |
| |
|
The
minimum future payments to meet debt service requirements on long-term debt are
approximately: |
|
|
2006 |
|
|
$ | 315,957 |
|
2007 | | |
| 4,889,198 |
|
|
| |
Total payments | | |
$ | 5,205,155 |
|
|
| |
Note 7 — Capital
Lease Obligations
|
As
of July 2, 2005 and June 26, 2004, the Corporation had obligations for payment of the
following capital leases: |
|
2005 |
2004 |
Industrial Development Board of Robertsdale, Alabama; |
|
|
| |
|
| |
|
AmSouth Bank as trustee; lease for property and | | |
equipment at Robertsdale, Alabama operation; payable | | |
$5,125 monthly through December 2006, plus interest | | |
at prime minus .25% | | |
$ | 92,250 |
|
$ | 153,750 |
|
Portion due within one year | | |
| (61,500 |
) |
| (61,500 |
) |
|
| |
| |
Long-term portion of capitalized lease obligations | | |
$ | 30,750 |
|
$ | 92,250 |
|
|
| |
| |
9
Notes to Financial
Statements
Hillandale Farms of Fla., Inc.
July 2, 2005
Lake City, Florida
(Continued)
Note 7 — Capital
Lease Obligations (concluded)
|
The
following is a schedule, by years, of future lease payments under capital leases,
together with the present value of the minimum lease payments as of July 2, 2005: |
|
|
2006 |
|
|
$ | 65,344 |
|
2007 | | |
| 31,288 |
|
|
| |
Total minimum payments | | |
| 96,632 |
|
Less amount representing interest | | |
| (4,382 |
) |
|
| |
Present value of net | | |
minimum lease payments | | |
$ | 92,250 |
|
|
| |
Note 8 — Related
Party Transactions
|
Sales
of feed are made to separate entities owned by all or some of the stockholders. Material
sales to related parties amounted to approximately $39.6 million, $38.8 million, and
$30.7 million for the fiscal years ended July 2, 2005, June 26, 2004, and June 28, 2003.
Material purchases from related parties amounted to approximately $30.7 million, $32.7
million, and $19.1 million respectively, for the fiscal years ended July 2, 2005, June
26, 2004, and June 28, 2003. Rental and lease income received from related parties
amounted to approximately $1.1 million, $1.2 million, and $1.39 million for the fiscal
years ended July 2, 2005, June 26, 2004, and June 28, 2003, respectively. |
Note 9 — Income
Taxes
|
The
components of federal income tax expense are as follows: |
|
2005 |
2004 |
2003 |
Current provision: |
|
|
| |
|
| |
|
| |
|
Federal | | |
$ | 846 |
|
$ | -- |
|
$ | 23,500 |
|
State | | |
| -- |
|
| 258 |
|
| -- |
|
|
| |
| |
| |
Total current portion | | |
| 846 |
|
| 258 |
|
| 23,000 |
|
Net change in deferred taxes: | | |
Federal | | |
| 17,233 |
|
| 84,043 |
|
| (224,452 |
) |
State | | |
| 3,041 |
|
| 13,754 |
|
| (36,132 |
) |
|
| |
| |
| |
Total net change in deferred taxes | | |
| 20,274 |
|
| 97,797 |
|
| (260,584 |
) |
|
| |
| |
| |
Provision for income taxes | | |
$ | 21,120 |
|
$ | 98,055 |
|
$ | (237,084 |
) |
|
| |
| |
| |
10
Notes to Financial
Statements
Hillandale Farms of Fla., Inc.
July 2, 2005
Lake City, Florida
(Continued)
Note 9 — Income
Taxes (concluded)
|
Also,
the Corporation has approximately $3.1 million, $2.3 million, and $2.5 million in the
States of Florida and Alabama net operating loss carry forward as of July 2, 2005, June
26, 2004, and June 28, 2003, respectively, which start expiring in the year 2010. |
|
The
Corporation’s provision for income taxes differs from applying the statutory U.S.
federal income tax rate to income before income taxes. The differences relate primarily
to depreciable assets that are using accelerated depreciation methods for income tax
purposes. In addition, the Corporation cannot deduct expenses as a result of incurring
related party payables until paid if the related party uses the cash basis of accounting.
Also, related party receivables are not included in income until received if the related
party uses the cash basis of accounting. |
|
A
summary of deferred tax assets and liabilities follows: |
|
2005 |
2004 |
Deferred tax asset: |
|
|
| |
|
| |
|
Total deferred tax asset - current | | |
$ | 401,157 |
|
$ | 86,909 |
|
|
| |
| |
Deferred tax liability: | | |
Total deferred tax liability - current | | |
$ | 407,367 |
|
$ | -- |
|
Total deferred tax liability - non-current | | |
| 1,065,566 |
|
| 1,138,411 |
|
|
| |
| |
Total deferred tax liabilities | | |
$ | 1,472,933 |
|
$ | 1,138,411 |
|
|
| |
| |
Valuation allowance at end of period | | |
$ | 96,000 |
|
$ | 96,000 |
|
Beginning balance of valuation allowance | | |
| 96,000 |
|
| 96,000 |
|
|
| |
| |
Increase (decrease) in valuation allowance | | |
$ | -- |
|
$ | -- |
|
|
| |
| |
|
The
components for the deferred tax assets (amounts expensed or liabilities recognized in the
financial statements for which a future tax deduction will be taken) and deferred tax
liabilities (amounts not recognized in the financial statements which will result in
future taxable income) were comprised of the following, reported in thousands: |
|
2005 |
2004 |
Deferred tax asset: |
|
|
| |
|
| |
|
Operating loss carry forward | | |
$ | 373 |
|
$ | 60 |
|
Inventory 263A adjustment | | |
| 18 |
|
| 19 |
|
Related party payables | | |
| 2 |
|
| -- |
|
Allowance for doubtful accounts | | |
| 8 |
|
| 8 |
|
|
| |
| |
Total deferred tax asset | | |
$ | 401 |
|
$ | 87 |
|
|
| |
| |
Deferred tax liability: | | |
Property, plant and equipment | | |
$ | 978 |
|
$ | 1,048 |
|
Related party receivables | | |
| 407 |
|
| -- |
|
Capital credits | | |
| 88 |
|
| 90 |
|
|
| |
| |
Total deferred tax liability | | |
$ | 1,473 |
|
$ | 1,138 |
|
|
| |
| |
11
Notes to Financial
Statements
Hillandale Farms of Fla., Inc.
July 2, 2005
Lake City, Florida
(Continued)
Note 10 —
Contingent Liabilities
|
Notes
payable — Farm Credit of North Florida |
|
The
Corporation and Hillandale Farms, Inc. were co-borrowers on lines and letter of credit
totaling $8.0 million as of July 2, 2005 and June 26, 2004. The amounts owed as of July
2, 2005 and June 26, 2004, were $6.4 million and $ — , respectively, which is
reported on the financial statements of Hillandale Farms, Inc. The line of credit is
secured by accounts receivable and inventory owned by the Corporation. The line of credit
is due on demand and the variable interest rate was 5.75% and 3.75%, respectively, at
July 2, 2005 and June 26, 2004. The stockholders and Columbia Grain & Ingredients,
Inc. (related parties) have guaranteed payment of the debt. |
|
Columbia
Grain & Ingredients, Inc. (a related party) entered into a note payable agreement in
2003. The Corporation, Hillandale Farms, Inc. and the stockholders are contingently
liable for this term loan. The term loan balance at July 2, 2005 and June 26, 2004 was
$1.4 million and $1.7 million, respectively. |
|
The
Corporation entered into loan, security and guaranty agreements in March 1996 with Farm
Credit of North Florida. The agreements state that the Corporation and Hillandale Farms,
Inc. (related party) are required to maintain a net working capital (as defined in the
agreement) of at least $5.0 million. The Corporation and Hillandale Farms, Inc. are
required to maintain a ratio of equity to assets of not less than .45 to 1. |
|
At
July 2, 2005, the Corporation’s combined net working capital and equity to asset
ratio were $7.2 million and .51, respectively, in compliance with the loan agreement. At
June 26, 2004, the Corporation’s combined net working capital and ratio of equity to
assets were $23.8 million and .67, in compliance with the loan agreement. In addition,
the Corporation cannot issue dividends under the loan agreement unless the equity to
asset ratio covenant is met after the dividend distribution. |
|
The
Corporation entered into separate security and guaranty agreements in March 1996, with
Farm Credit of Central and North Florida. The agreements state that Hillandale Farms of
Fla., Inc. is contingently liable for Hillandale Farms, Inc.‘s term and line of
credit loans. The term loan balance on the books of Hillandale Farms, Inc. at July 2,
2005 and June 26, 2004 was $5.01 and $6.08 million, respectively. |
|
Columbia
Grain & Ingredients, Inc. secured notes payable with Mercantile Bank. The agreements
state that Hillandale Farms of Fla., Inc., and Hillandale Farms, Inc., are contingently
liable for the Corporation’s term loans. The term loan balances at July 2, 2005 and
June 26, 2004 totaled $449 thousand and $340 thousand, respectively. |
|
The
Corporation entered into security and guaranty agreements with Mercantile Bank. The
agreements state that the Corporation and Columbia Grain & Ingredients, Inc. are
contingently liable for Hillandale Farms, Inc., term loans. The term loan balances on the
books of Hillandale Farms, Inc. at July 2, 2005 and June 26, 2004 totaled $.79 million
and $.5 million, respectively. |
12
Notes to Financial
Statements
Hillandale Farms of Fla., Inc.
July 2, 2005
Lake City, Florida
(Continued)
Note 10 —
Contingent Liabilities (concluded)
|
Mercantile
Bank (concluded) |
|
The
Corporation and Hillandale Farms, Inc. were co-borrowers on lines and letter of credit
totaling $6.0 million as of July 2, 2005. The amount owed as of July 2, 2005 was $3.0
million, which is reported on the financial statements of Hillandale Farms, Inc. The line
of credit is secured by an assignment of a money market account owned by the Corporation.
The line of credit is due in October 2005 and has a variable interest rate of 3.75% at
July 2, 2004. The stockholders and Columbia Grain & Ingredients, Inc. (related
parties) have guaranteed payment of the debt. |
|
The
Corporation entered into security and guaranty agreements with The Fifth Third Bank. The
agreements state that the Corporation and Columbia Grain & Ingredients, Inc. are
contingently liable for Hillandale Farms, Inc., term loans. The term loans’ balances
on the books of Hillandale Farms, Inc. at July 2, 2005 and June 26, 2004 totaled $1.9
million and $2.7 million, respectively. |
Note 11 —
Concentrations of Credit Risk Arising from Cash Deposits in Excess of Insured Limits
|
The
Corporation maintains cash balances at several financial institutions located in northern
Florida and southern Alabama. The total of all accounts at each institution are insured
by the Federal Deposit Insurance Corporation up to $100,000. At July 2, 2005 and June 26,
2004, the Corporation’s uninsured cash balances total $182,248 and $308,139,
respectively. |
Note 12 — Common
Stock
|
On
February 1999, the Board of Directors amended the capital structure of the corporation.
The Board of Directors established three classes of common stock, which they named A, B
and C shares. The authorized number of these classes of A, B and C shares were 6, 9,988
and 990,006, respectively, at July 2, 2005, June 26, 2004, and June 28, 2003. The par
value of all stock is $0.01 per share. The number of outstanding shares at July 2, 2005,
June 26, 2004, and June 28, 2003, were 6 A shares, 9,988 B shares and 590,006 C shares. |
|
Each
class of stock has different rights granted to them. Class A common stock shareholders
are entitled to vote for the Board of Directors. Class B common stock shareholders can
vote on all matters, except for the election of Directors. Class C common stock
shareholders do not have any voting privileges. The par value of stock issued at July 2,
2005, June 26, 2004, and June 28, 2003 are as follows: |
|
|
A shares |
|
|
$ | 0.06 |
|
B shares | | |
| 99.88 |
|
C shares | | |
| 5,900.06 |
|
|
| |
Total common stock | | |
$ | 6,000.00 |
|
|
| |
13
Notes to Financial
Statements
Hillandale Farms of Fla., Inc.
July 2, 2005
Lake City, Florida
(Concluded)
Note 13 —
Contingent Liabilities
|
In
2002, there was an accident at a feed mill operated by Hillandale Farms of Fla., Inc. As
a result of the accident, an employee died. Subsequent to the accident, the Occupational
Safety and Health Administration (OSHA) conducted a criminal and civil investigation of
the feed mill and the events surrounding the accident. Hillandale Farms of Fla., Inc. was
assessed fines and penalties of $257,600 as a result of the investigation. This matter
was settled in August 2005 with the United States government. The fines and penalties
were accrued at July 2, 2005 and paid subsequent to the fiscal year end. |
Note 14 –
Subsequent Events
|
Effective
July 28, 2005, fixed assets of two of the four divisions of the Corporation are being
transferred to a newly formed Limited Liability Company. The new entity is named
Hillandale, LLC. Also, feed and ingredients inventory of three of the four divisions, with
related liabilities are being transferred to the new Limited Liability Company. In
addition, most of the assets and liabilities of Hillandale Farms, Inc. are being
transferred to this newly formed entity. A controlling majority of this newly formed
entity will be sold to a public traded company, which is expected to be finalized in
September 2005. |
14