Attached files
file | filename |
---|---|
8-K/A - 8-K/A - AgFeed Industries, Inc. | v204104_8ka.htm |
EX-99.2 - EX-99.2 - AgFeed Industries, Inc. | v204104_ex99-2.htm |
Exhibit
99.1
Contents
M2
P2, LLC Financial Statements
|
|
Independent
Auditor’s Report
|
1
|
Consolidated
Balance Sheets
|
2 -
3
|
Consolidated
Statements of Income
|
|
Years
Ended December 31, 2009, 2008 and 2007
|
4
|
Consolidated
Statements of Income
|
|
Six
Months Ended June 30, 2010 and June 30, 2009 (Unaudited)
|
5
|
Consolidated
Statements of Members’ Equity
|
|
Years
Ended December 31, 2009, 2008 and 2007
|
6
|
Consolidated
Statements of Cash Flows
|
|
Years
Ended December 31, 2009, 2008 and 2007
|
7 -
8
|
Consolidated
Statements of Cash Flows
|
|
Six
Months Ended June 30, 2010 and June 30, 2009 (Unaudited)
|
9
|
Notes
to Consolidated Financial Statements
|
10
-
16
|
Independent
Auditor’s Report
To the
Board of Managers
M2 P2,
LLC
Ames,
Iowa
We have
audited the accompanying consolidated balance sheets of M2 P2, LLC and
subsidiaries as of December 31, 2009 and 2008, and the related consolidated
statements of income, members’ equity and cash flows for each of the three years
in the period ended December 31, 2009. 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, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of M2 P2, LLC and subsidiaries
as of December 31, 2009 and 2008, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2009 in
conformity with accounting principles generally accepted in the United States of
America.
McGladrey
& Pullen, LLP
|
Des
Moines, Iowa
March 24,
2010
1
M2
P2, LLC and Subsidiaries
Consolidated
Balance Sheets
June 30,
|
December 31,
|
December 31,
|
||||||||||
2010
|
2009
|
2008
|
||||||||||
(Unaudited)
|
||||||||||||
ASSETS (Note 2)
|
||||||||||||
CURRENT
ASSETS
|
||||||||||||
Cash
|
$ | 445 | $ | - | $ | 21,650 | ||||||
Accounts
receivable:
|
||||||||||||
Trade
(Note 4)
|
2,187,032 | 12,387,736 | 16,506,398 | |||||||||
Broker
|
19,401 | 139,076 | 2,902,427 | |||||||||
Notes
receivable, current portion
|
- | - | 50,420 | |||||||||
Inventories:
|
||||||||||||
Swine
|
54,077,114 | 52,748,281 | 47,571,251 | |||||||||
Feed
and grain
|
1,466,925 | 2,099,995 | 2,520,655 | |||||||||
Prepaid
expenses
|
1,677,196 | 2,046,405 | 1,734,883 | |||||||||
Total
current assets
|
59,428,113 | 69,421,493 | 71,307,684 | |||||||||
PROPERTY
AND EQUIPMENT
|
||||||||||||
Land
and improvements
|
752,500 | 1,348,953 | 1,358,953 | |||||||||
Buildings
and improvements
|
21,048,047 | 20,419,234 | 20,432,521 | |||||||||
Machinery
and equipment
|
11,491,444 | 11,074,984 | 10,355,335 | |||||||||
Office
equipment
|
159,617 | 483,304 | 925,682 | |||||||||
Breeding
stock
|
4,643,645 | 5,833,133 | 6,697,195 | |||||||||
Construction
in progress
|
99,671 | 53,000 | 152,076 | |||||||||
38,194,924 | 39,212,608 | 39,921,762 | ||||||||||
Less
accumulated depreciation
|
12,669,219 | 11,997,006 | 10,542,620 | |||||||||
25,525,705 | 27,215,602 | 29,379,142 | ||||||||||
OTHER
ASSETS
|
89,610 | 3,000 | 473,536 | |||||||||
$ | 85,043,428 | $ | 96,640,095 | $ | 101,160,362 |
See Notes
to Consolidated Financial Statements.
2
June 30,
|
December 31,
|
December 31,
|
||||||||||
2010
|
2009
|
2008
|
||||||||||
(Unaudited)
|
||||||||||||
LIABILITIES
AND MEMBERS’ EQUITY
|
||||||||||||
CURRENT
LIABILITIES
|
||||||||||||
Checks
in excess of bank balance
|
$ | 2,623,600 | $ | 3,442,404 | $ | 3,787,751 | ||||||
Current
portion of long-term debt (Note 2)
|
1,400,000 | 49,968,000 | 1,571,644 | |||||||||
Accounts
payable
|
5,373,764 | 2,811,947 | 1,920,607 | |||||||||
Accrued
expenses
|
2,765,846 | 2,600,250 | 2,381,617 | |||||||||
Derivative
liability
|
34,800 | 65,588 | 1,471,958 | |||||||||
Total
current liabilities
|
12,198,010 | 58,888,189 | 11,133,577 | |||||||||
LONG-TERM
DEBT, less current portion (Note 2)
|
49,879,558 | 16,788,220 | 72,613,152 | |||||||||
COMMITMENTS
(Notes 3 and 8)
|
||||||||||||
MEMBERS’
EQUITY (Notes 2 and 6)
|
22,965,860 | 20,963,686 | 17,413,633 | |||||||||
$ | 85,043,428 | $ | 96,640,095 | $ | 101,160,362 |
3
M2
P2, LLC and Subsidiaries
Consolidated
Statements of Income
Years
Ended December 31, 2009, 2008 and 2007
2009
|
2008
|
2007
|
||||||||||
Revenue:
|
||||||||||||
Net
sales (Note 4)
|
$ | 184,942,046 | $ | 192,379,256 | $ | 163,121,405 | ||||||
Management
fees and other revenue (Note 6)
|
499,770 | 363,111 | 2,834,045 | |||||||||
185,441,816 | 192,742,367 | 165,955,450 | ||||||||||
Cost
of sales
|
173,742,572 | 190,969,835 | 145,200,041 | |||||||||
Gross
profit
|
11,699,244 | 1,772,532 | 20,755,409 | |||||||||
Other
operating, general and administrative expenses
|
4,723,734 | 7,316,081 | 8,527,532 | |||||||||
(Loss)
on disposal of assets (Note 7)
|
- | (3,510,000 | ) | - | ||||||||
Income
(loss) from operations
|
6,975,510 | (9,053,549 | ) | 12,227,877 | ||||||||
Other
(expense):
|
||||||||||||
Interest
expense
|
(3,005,458 | ) | (3,625,537 | ) | (3,823,724 | ) | ||||||
(3,005,458 | ) | (3,625,537 | ) | (3,823,724 | ) | |||||||
Net
income (loss)
|
$ | 3,970,052 | $ | (12,679,086 | ) | $ | 8,404,153 | |||||
Proforma:
|
||||||||||||
Net
income (loss)
|
$ | 3,970,052 | $ | (12,679,086 | ) | $ | 8,404,153 | |||||
Proforma
income tax benefit (expense)
|
(1,588,000 | ) | 5,072,000 | (3,362,000 | ) | |||||||
Proforma
net income (loss)
|
$ | 2,382,052 | $ | (7,607,086 | ) | $ | 5,042,153 |
See Notes
to Consolidated Financial Statements.
4
M2
P2, LLC and Subsidiaries
Consolidated
Statements of Income
Six
Months Ended June 30, 2010 and June 30, 2009
(Unaudited)
June 30,
|
June 30,
|
|||||||
2010
|
2009
|
|||||||
Net
sales (Note 4)
|
$ | 85,245,065 | $ | 80,498,594 | ||||
Cost
of sales
|
80,397,180 | 75,235,777 | ||||||
Gross
profit
|
4,847,885 | 5,262,817 | ||||||
Other
operating, general and administrative expenses
|
1,105,696 | 1,719,574 | ||||||
Income
from operations
|
3,742,189 | 3,543,243 | ||||||
Other
(expense), interest (expense)
|
(1,255,217 | ) | (1,582,429 | ) | ||||
Net
income
|
$ | 2,486,972 | $ | 1,960,814 | ||||
Proforma:
|
||||||||
Net
income
|
$ | 2,486,972 | $ | 1,960,814 | ||||
Proforma
income tax (expense)
|
(995,000 | ) | (784,000 | ) | ||||
Proforma
net income
|
$ | 1,491,972 | $ | 1,176,814 |
See Notes
to Consolidated Financial Statements.
5
M2
P2, LLC and Subsidiaries
Consolidated
Statements of Members’ Equity
Years
Ended December 31, 2009, 2008 and 2007
2009
|
2008
|
2007
|
||||||||||
Balance,
beginning
|
$ | 17,413,633 | $ | 31,080,907 | $ | 23,771,697 | ||||||
Distributions
to members
|
(419,999 | ) | (988,188 | ) | (1,094,943 | ) | ||||||
Net
income (loss)
|
3,970,052 | (12,679,086 | ) | 8,404,153 | ||||||||
Balance,
ending
|
$ | 20,963,686 | $ | 17,413,633 | $ | 31,080,907 |
See Notes
to Consolidated Financial Statements.
6
M2
P2, LLC and Subsidiaries
Consolidated
Statements of Cash Flows
Years
Ended December 31, 2009, 2008 and 2007
2009
|
2008
|
2007
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net
income (loss)
|
$ | 3,970,052 | $ | (12,679,086 | ) | $ | 8,404,153 | |||||
Adjustments
to reconcile net income (loss) to net cash provided by (used in) operating
activities:
|
||||||||||||
Depreciation
|
2,484,743 | 2,406,565 | 2,185,728 | |||||||||
Amortization
|
318,304 | 336,017 | 338,734 | |||||||||
Bad
debt expense
|
197,852 | - | - | |||||||||
Loss
on disposal of property and equipment, including accrued expenses of
$216,000 in 2008
|
97,019 | 3,510,000 | 525,158 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
(Increase)
decrease in trade accounts receivable
|
4,118,662 | (7,196,227 | ) | (6,589,704 | ) | |||||||
Change
in broker receivable/payable
|
2,763,351 | (6,299,924 | ) | 8,733,206 | ||||||||
(Increase)
decrease in inventories
|
(4,756,370 | ) | 839,512 | (6,048,102 | ) | |||||||
(Increase)
in prepaid expenses
|
(311,522 | ) | (276,263 | ) | (88,583 | ) | ||||||
Decrease
in other assets
|
4,800 | 8,108 | 65,143 | |||||||||
Increase
(decrease) in accounts payable and accrued expenses
|
689,974 | (4,068,680 | ) | (1,285,963 | ) | |||||||
Change
in derivative balance
|
(1,406,370 | ) | 6,015,503 | (6,592,353 | ) | |||||||
(Decrease)
in customer deposits
|
- | - | (1,427,867 | ) | ||||||||
Net
cash provided by (used in) operating activities
|
8,170,495 | (17,404,475 | ) | (1,780,450 | ) | |||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Decrease
in notes receivable, net
|
- | 23,334 | 123,361 | |||||||||
Decrease
(increase) in breeding stock, net
|
864,062 | (425,677 | ) | 1,074,051 | ||||||||
Proceeds
from sale of property and equipment
|
75,059 | 236,922 | 48,090 | |||||||||
Purchases
of property and equipment
|
(1,357,343 | ) | (4,788,666 | ) | (8,295,882 | ) | ||||||
Net
cash (used in) investing activities
|
(418,222 | ) | (4,954,087 | ) | (7,050,380 | ) | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Increase
(decrease) in checks in excess of bank balance
|
(345,347 | ) | 3,787,751 | 6,699,287 | ||||||||
Net
increase (decrease) in revolving loan
|
(5,835,579 | ) | 16,042,722 | 4,216,018 | ||||||||
Proceeds
from long-term debt
|
- | 9,000,000 | - | |||||||||
Principal
payments of long-term debt
|
(1,592,997 | ) | (5,480,073 | ) | (1,000,000 | ) | ||||||
Distributions
to members
|
- | (988,188 | ) | (1,094,943 | ) | |||||||
Net
cash provided by (used in) financing activities
|
(7,773,923 | ) | 22,362,212 | 8,820,362 | ||||||||
Net
increase (decrease) in cash
|
(21,650 | ) | 3,650 | (10,468 | ) | |||||||
CASH
|
||||||||||||
Beginning
of year
|
21,650 | 18,000 | 28,468 | |||||||||
End
of year
|
$ | - | $ | 21,650 | $ | 18,000 |
(Continued)
7
M2
P2, LLC and Subsidiaries
Consolidated
Statements of Cash Flows (Continued)
Years
Ended December 31, 2009, 2008 and 2007
2009
|
2008
|
2007
|
||||||||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW
|
||||||||||||
INFORMATION,
interest paid in cash, net of interest capitalized of 2009 none; 2008
$232,925; 2007 none
|
$ | 3,090,331 | $ | 3,675,599 | $ | 3,807,185 | ||||||
SUPPLEMENTAL
DISCLOSURE OF NONCASH FINANCING ACTIVITIES, accrued
distributions
|
$ | 419,999 | $ | - | $ | - |
See Notes
to Consolidated Financial Statements.
8
M2
P2, LLC and Subsidiaries
Consolidated
Statements of Cash Flows
Six
Months Ended June 30, 2010 and June 30, 2009
(Unaudited)
June
30,
|
June
30,
|
|||||||
2010
|
2009
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
income
|
$ | 2,486,972 | $ | 1,960,814 | ||||
Adjustments
to reconcile net income to net cash (used in) operating
activities:
|
||||||||
Depreciation
|
1,107,356 | 1,172,269 | ||||||
Amortization
|
- | 135,165 | ||||||
Loss
on disposition of property and equipment
|
45,568 | 108,821 | ||||||
Changes
in working capital components:
|
||||||||
Trade
accounts receivable
|
10,200,704 | 9,115,831 | ||||||
Broker
receivable/payable
|
119,676 | 2,883,842 | ||||||
Inventories
|
(621,443 | ) | (1,510,799 | ) | ||||
Prepaid
expenses
|
321,909 | 570,740 | ||||||
Other
assets
|
(398 | ) | 20,286 | |||||
Accounts
payable and accrued expenses
|
3,843,055 | 43,068 | ||||||
Derivative
balance
|
(30,788 | ) | (1,634,246 | ) | ||||
Net
cash provided by operating activities
|
17,472,611 | 12,865,791 | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Proceeds
from sale of property and equipment
|
- | 50,549 | ||||||
Purchases
of property and equipment
|
(691,427 | ) | (637,062 | ) | ||||
Net
cash (used in) investing activities
|
(691,427 | ) | (586,513 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
(Decrease)
in checks in excess of bank balance
|
(484,798 | ) | - | |||||
Net
(decrease) in revolving loan
|
(14,651,308 | ) | (10,238,768 | ) | ||||
Payments
of long-term debt
|
(825,354 | ) | (1,188,814 | ) | ||||
Distributions
to members
|
(819,279 | ) | (852,055 | ) | ||||
Net
cash (used in) financing activities
|
(16,780,739 | ) | (12,279,637 | ) | ||||
Net
increase (decrease) in cash
|
445 | (359 | ) | |||||
CASH
|
||||||||
Beginning
|
- | 21,650 | ||||||
Ending
|
$ | 445 | $ | 21,291 |
See Notes
to Consolidated Financial Statements.
9
M2
P2, LLC and Subsidiaries
|
Notes
to Consolidated Financial
Statements
|
Note
1.
|
Nature
of Business and Significant Accounting
Policies
|
Nature of business and
business concentrations: M2 P2, LLC and subsidiaries (collectively,
the Company) are engaged in the business of pork production and related
activities. The Company has operations in Iowa, Colorado, Oklahoma and
North Carolina. Revenue is primarily derived from the sale of live hogs to pork
processor customers located in the Midwest. The Company is directly
influenced by commodity markets and the agricultural and pork industries and,
accordingly, its results of operations and financial condition may be
significantly affected by cyclical trends and general economic conditions in
those industries.
A summary
of the Company’s significant accounting policies follows:
Principles of
consolidation: The consolidated financial statements include the
accounts of M2 P2, LLC and its wholly owned subsidiaries including: 1) M2
P2 General Operations, LLC and its wholly owned subsidiaries, New Colony Farms
LLC, Heritage Farms LLC, Genetics Operating LLC and Pork Technologies LLC, 2) M2
P2 Facilities, LLC, 3) TS Finishing, LLC, 4) NY Finishing, LLC, 5) MGM, LLC and
6) M2 P2 AFJV, LLC. All significant intercompany account balances and
transactions have been eliminated in consolidation.
Accounting estimates and
assumptions: The preparation of the financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Interim financial
information: The accompanying unaudited interim financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission (SEC) for interim reporting requirements. Accordingly,
they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.
Receivables:
Trade receivables are carried at original invoice amount less an estimate made
for doubtful receivables, if any. The Company may perform initial and
periodic credit evaluations of its customers, generally does not require
collateral, and maintains allowances for potential credit losses if deemed
necessary. The establishment of trade receivable allowances and related
bad debt expense is based on historical experience and estimated exposure on
specific accounts, if any. Receivables are written off when deemed
uncollectible. Recoveries of receivables previously written off are
recorded when received.
Inventories:
Swine inventories are stated at the lower of average cost or market. Feed
and grain inventories are stated at the lower of cost (first-in, first-out
method) or market.
10
M2
P2, LLC and Subsidiaries
|
Notes
to Consolidated Financial
Statements
|
Property and
equipment: Property and equipment is stated at cost.
Depreciation is computed primarily by the straight-line method over the
estimated useful lives of the respective assets. The estimated useful
lives of the assets are as follows:
Years
|
|||
Land
improvements
|
10 - 20
|
||
Buildings and
improvements
|
6 - 40
|
||
Machinery and equipment and office
equipment
|
3 - 10
|
||
Breeding
stock
|
2
|
Income taxes:
The Company is taxed as a partnership and, accordingly, in lieu of corporate
income taxes, the Company’s items of taxable income, deductions, losses and
credits are includable in the tax returns of its members. Therefore, the
historical financial statements do not include any provision for corporate
income taxes.
The
Financial Accounting Standards Board issued new guidance on accounting for
uncertainty in income taxes, formerly known as FIN 48. The Company adopted
this new guidance for the year ended December 31, 2009. There was no
cumulative effect of the adoption on retained earnings. Management has
evaluated the Company’s material tax positions and determined there were no
uncertain tax positions that require adjustment to the financial
statements. Generally, the Company remains subject to income tax
examinations by U.S. federal or state tax authorities for tax years 2006 and
thereafter.
Pursuant
to SEC rules and regulations, pro forma income tax expense or benefit has been
reflected on the consolidated statements of income to reflect as if the Company
incurred income taxes at the corporate level.
Derivative
instruments: Under accounting requirements, all derivative
instruments are recognized on the balance sheet at fair value. The
accounting for changes in the fair value (gains or losses) depends on the nature
of the derivative and hedging relationship.
The
Company periodically utilizes derivative instruments in its risk management and
commodity hedging activities. Derivative instruments primarily include
futures contracts which may be utilized to hedge price risk related to a portion
of the Company’s swine sales or grain purchases. Although the derivatives
are considered an economic hedge, they do not qualify for the defined hedge
accounting and, accordingly, changes in fair value of the derivatives are
recognized in net income. Gains or losses related to swine and grain
derivatives are classified in net sales and cost of sales, respectively, on the
accompanying consolidated statements of income.
The
Company’s open commodity futures positions at year-end have been recorded at
fair value (marked to market), resulting in a derivative liability of $65,588
and $1,471,958 at December 31, 2009 and 2008, respectively. Unrealized
derivative gains (losses) included in net income during the years ended December
31, 2009, 2008 and 2007 totaled $(65,588), $(1,471,958) and $4,543,545,
respectively. Realized derivative gains included in net income were
$5,043,000, $1,783,000 and $1,178,000 for 2009, 2008 and 2007,
respectively.
11
M2
P2, LLC and Subsidiaries
|
Notes
to Consolidated Financial
Statements
|
Fair value
measurement: The Company’s derivative instruments, which consist of
exchange traded commodity futures contracts, are reported at fair value using
Level 1 inputs as defined in the fair value valuation hierarchy. The fair
value measurements of futures contracts are determined by quoted market prices
from the CBOT and CME.
Fair value of financial
instruments: Financial instruments includes accounts and notes
receivable, accounts payable, long-term debt and derivative instruments.
Management believes the fair value of each of these financial instruments
approximates their carrying value in the balance sheet as of the balance sheet
date. The fair value of current financial instruments is estimated to
approximate carrying value due to the short-term nature of these
instruments. The fair value of long-term debt is estimated based on
anticipated interest rates which management believes would currently be
available to the Company for similar issues of debt, taking into account the
current credit risk of the Company and other market factors.
Revenue
recognition: The Company recognizes revenue from swine and other
sales when the product is delivered and accepted by the customer.
Management fee revenue is recognized when earned based on the terms of the
various agreements.
Shipping costs: The
Company classifies shipping costs as a component of cost of sales in the
consolidated statements of income.
Subsequent
events: Management has evaluated potential subsequent events for
the 2009 financial statements through March 24, 2010, which is the date the
financial statements were available to be issued.
12
M2
P2, LLC and Subsidiaries
|
Notes
to Consolidated Financial
Statements
|
Note
2.
|
Long-Term
Debt and Pledged Assets
|
Long-term
debt consisted of the following at December 31, 2009 and 2008:
2009
|
2008
|
|||||||
$65 million senior revolving loan
facility, expires on June 1, 2010; $30 million bears interest at 5.15% and
remaining amount borrowed bears interest at the 3-month LIBOR plus 1.75%
(2% at December 31, 2009). Borrowings are
limited to the lesser of $65 million or a defined borrowing base
(approximately $59 million at December 31, 2009) based
primarily on inventory and receivables. (A)
(B)
|
$ | 48,363,272 | $ | 54,198,851 | ||||
Senior term loan, due in quarterly
installments of $250,000 plus interest at 5.91%. The remaining balance is
due April 1, 2013. (A)
|
6,750,000 | 7,750,000 | ||||||
Note payable, bearing interest at
the prime rate plus 2% (5.25% at December 31, 2009) and payable on
November 25, 2018. The note is secured by the Company’s 100% interest in
Heritage Farms LLC and is subordinated to certain senior
debt.
|
3,500,000 | 3,500,000 | ||||||
Senior term loan, $7.1 million
bears interest at 6.07% and the remaining balance bears interest
at the 3-month LIBOR plus 1.75% (2% at December 31, 2009);
payments are due in monthly installments of $87,895.
The remaining balance is due March 1, 2020.
(A)
|
8,142,948 | 8,735,945 | ||||||
66,756,220 | 74,184,796 | |||||||
Less current
maturities
|
49,968,000 | 1,571,644 | ||||||
$ | 16,788,220 | $ | 72,613,152 |
|
(A)
|
These
borrowings are collateralized by substantially all assets of the Company
and have various restrictive covenants, including, but not limited to,
certain restrictions on distributions, maintenance of a minimum net worth
and other financial covenant
requirements.
|
|
(B)
|
Effective
May 17, 2010, the Company entered into an amendment to the senior
revolving loan which extended the maturity date to June 1,
2012.
|
13
M2
P2, LLC and Subsidiaries
|
Notes
to Consolidated Financial
Statements
|
Aggregate
future maturities of long-term debt at December 31, 2009 are as
follows:
Year ending December
31:
|
||||
2010
|
$ | 49,968,000 | ||
2011
|
1,639,764 | |||
2012
|
1,676,871 | |||
2013
|
4,466,172 | |||
2014
|
757,801 | |||
Thereafter
|
8,247,612 | |||
$ | 66,756,220 |
Note
3.
|
Leases
and Commitments
|
The
Company leases real estate, a sow facility and equipment under noncancelable
operating lease agreements which expire from March 2011 to December 2015 and
require varying monthly payments. The Company has also entered into
noncancelable service agreements for contract farrowing, growing, and nursery
facilities and services with expiration dates from February 2010 to December
2019.
The
related expense for the years ended December 31, 2009, 2008 and 2007 under
operating leases and service agreements totaled approximately $20,884,000,
$18,641,000 and $20,835,000, respectively.
The
aggregate future minimum commitments at December 31, 2009 under the lease and
service agreements are as follows:
Year ending December
31:
|
||||
2010
|
$ | 19,775,000 | ||
2011
|
18,671,000 | |||
2012
|
14,875,000 | |||
2013
|
11,826,000 | |||
2014
|
10,017,000 | |||
Thereafter
|
24,134,000 | |||
$ | 99,298,000 |
The
Company utilizes certain forward purchase contracts to establish supplies of
future grain purchasing requirements and to minimize the risk of market
fluctuations. Forward purchase contracts are classified and documented as
normal purchases, and therefore are exempt from derivative accounting and are
not marked to market. Purchase commitments for contracts in place at December
31, 2009 totaled approximately $2,981,000.
14
M2
P2, LLC and Subsidiaries
|
Notes
to Consolidated Financial
Statements
|
Note
4.
|
Major
Customers
|
The
Company has one major customer in 2009 that makes up approximately 91% of the
Company’s 2009 net sales. The Company had two major customers in 2008 that
made up approximately 76% and 14% of the Company’s 2008 net sales. The
Company had two major customers that made up approximately 70% and 17% of the
Company’s 2007 net sales. At December 31, 2009, trade accounts receivable
due from these major customers totaled approximately $11,393,000 ($15,778,000
and $93,000, respectively, at December 31, 2008).
Major
customers accounted for 95% and 93% of net sales for the six months ended June
30, 2010 and 2009, respectively, and $1,470,000 of trade accounts receivable at
June 30, 2010. The Company also has accounts payable with the major
customer totaling $4.2 million at June 30, 2010.
The
Company has entered into various long-term hog procurement agreements with one
of the major customers. The initial term of the agreements expire on
defined dates ranging to 2012 and 2018, and are automatically extended
thereafter unless either party provides the required notice of nonrenewal.
Pricing of the hogs sold by the Company, termination provisions, and related
matters are subject to the specific terms and conditions of the
agreements.
Note
5.
|
Employee
Benefit Plan
|
The
Company has a 401(k) benefit plan for all employees who meet defined minimum
service requirements. The Company provides matching contributions of 100%
of the first 3% and 50% of the next 2% of employee deferrals. During the
years ended December 31, 2009, 2008 and 2007, employer contribution expense
totaled approximately $159,000, $205,000 and $137,000,
respectively.
Note
6.
|
Members’
Equity and Related Party
Transactions
|
The
Company is organized as a Delaware limited liability company. Members’
liability is limited as specified in the Company’s operating agreement and
pursuant to the Delaware Limited Liability Company Act. At December 31,
2009 and 2008, the Company had authorized and outstanding 6,916 Class A member
units and 495 Class B member units. Class A and Class B units have full
voting rights. The Company has also authorized 2,000 Class C units, of
which none have been issued. Class C units are nonvoting, can be issued
generally only to employees, and have certain restrictions on
transfers.
The
Company has certain transactions with related party entities in the ordinary
course of business. The consolidated balance sheets and consolidated
statements of income include the following approximate amounts with related
parties:
2009
|
2008
|
2007
|
||||||||||
Trade
receivables
|
$ | 164,000 | $ | 63,000 | $ | 1,636,000 | ||||||
Management fee and other
revenue
|
792,000 | 160,000 | 1,800,000 | |||||||||
Transportation expense (aircraft
usage)
|
88,000 | 125,000 | 127,000 | |||||||||
Inventory purchases, weaned
pigs
|
- | - | 1,009,000 |
15
M2
P2, LLC and Subsidiaries
|
Notes
to Consolidated Financial
Statements
|
Note
7.
|
Loss
on Disposal of Assets
|
During
2008, the Company completed the development of a new production facility in
North Carolina and transferred production operations to the new facility from
its previous facility. This resulted in the abandonment of certain
building and improvement assets from the former facility. The remaining
net book value of the former facility was written down to estimated net
realizable value, resulting in a loss on disposal of $3,510,000 during
2008.
Note
8.
|
Major
Supplier and Commitment
|
Through
its subsidiary, TS Finishing, LLC (TSF), the Company has entered into certain
agreements with a supplier. Under the terms of the agreements, TSF has
agreed that its sole purpose shall be to engage in the business of purchasing
and raising the weaned pigs produced by the supplier. TSF’s purchase
commitment is dependent on actual production, and actual purchases were
approximately $18.7 million, $18.3 million and $17.6 million in 2009, 2008 and
2007, respectively. Purchases for the six months ended June 30, 2010 and
2009 were $11.5 million and $9.6 million, respectively.
Note
9.
|
Subsequent
Events (Unaudited)
|
For the
June 30, 2010 financial statements, management evaluated potential subsequent
events through November 29, 2010 which is the date the financial statements were
issued.
On
September 13, 2010, AgFeed Industries, Inc. acquired all of the outstanding
equity interests of the Company for an aggregate purchase price of approximately
$24.9 million.
16