|
|
I
TEM 2.
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of
this discussion is to outline the reasons for material changes in Pro-Facs
financial condition and results of operations in the second quarter and first
six months of fiscal 2010 as compared to the second quarter and first six
months of fiscal 2009. This section should be read in conjunction with Part I,
Item 1. Financial Statements, of this Report.
OVERVIEW
Since 1960,
Pro-Fac has operated as an agricultural cooperative, owned and controlled by
its members, to purchase, market, and sell crops grown by its member-growers,
for the mutual benefit of its members. The Cooperatives core business focus
has not changed in 49 years and its current strategy is to continue its
business of purchasing, marketing, and selling its member-grower crops to its
customers in order to fulfill existing supply agreements.
On December 23,
2009, Holdings LLC sold its interest in Birds Eye to Pinnacle Foods and Pro-Fac
received a distribution of $238.4 million as its share of the sale proceeds. As
discussed in greater detail in Note 4. Common Stock and Capitalization in
Notes to Condensed Financial Statements, subject to any necessary approval by
the Cooperatives common stockholders, on January 21, 2010 the Board of
Directors adopted a plan of liquidation, resolved to redeem all outstanding
shares of its Class A cumulative preferred stock (including all accrued and
unpaid dividends due through the date of redemption), resolved to repurchase
all inactive common stock, resolved to partially redeem common stock, resolved
to pay a dividend on common stock, resolved to redeem all special membership
interests (including all accrued and unpaid dividends due through the date of
redemption) and resolved to make an advance of approximately $80.0 million to
members from the capital gain distribution received from Holdings LLC. These
actions are expected to be completed by March 31, 2010.
RESULTS
OF OPERATIONS - SECOND QUARTER 2010 COMPARED TO SECOND QUARTER 2009
Net sales, cost of
sales and gross profit
:
Net sales
decreased from $0.8 million in the quarter ended December 27, 2008 to $0.1
million in the quarter ended December 26, 2009, and cost of sales decreased from $0.7
million in the quarter ended December 27, 2009 to $0.1 million in the quarter
ended December 26, 2009, due to lower volumes.
Margin on delivered
product
:
The Cooperative negotiates certain
sales transactions on behalf of its members, which result in margin being
earned by the Cooperative. The Cooperative earned $54,000 in margin during the
quarter ended December 26, 2009 and $238,000 in margin during the quarter ended
December 27, 2008. The decrease resulted from volume differences.
Selling,
administrative, and general expense
:
Selling,
administrative, and general expenses totaled $0.5 million for each of the
quarters ended December 26, 2009 and December 27, 2008.
Distribution from
Holdings LLC:
On December 23, 2009, Holdings
LLC sold its interest in Birds Eye to Pinnacle Foods and Pro-Fac received a
distribution from Holdings LLC of approximately $238.4 million.
Investment income
:
Investment income
decreased from $0.1 million for the quarter ended December 27, 2008, to $2,000
for the quarter ended December 26, 2009, due to lower invested balances and interest
rates. Investment income for the quarter ended December 26, 2009
included unrealized losses of approximately $5,000. Investment income for the
quarter ended December 27, 2008, included unrealized gains of approximately
$4,000.
Income taxes
:
See Note 1. Description of Business and Summary of Significant Accounting
Policies in Notes to Condensed Financial Statements for a discussion of the
Cooperatives tax exempt status.
12
RESULTS
OF OPERATIONS FIRST SIX MONTHS 2010 COMPARED TO FIRST SIX MONTHS 2009
Net sales, cost of
sales and gross profit:
Net sales and cost of
sales decreased in the six months ended December 26, 2009, compared to the six
months ended December 27, 2008 due to lower volumes.
Margin on delivered
product:
The Cooperative negotiates certain
sales transactions on behalf of its members, which result in margin being
earned by the Cooperative. The Cooperative earned $83,000 in margin during the
first six months of fiscal 2010 and $324,000 in margin during the first six
months of fiscal 2009. The decrease resulted from lower volumes.
Selling,
administrative, and general expense:
Selling,
administrative, and general expenses totaled $0.9 million and $1.0 million for
the six months ended December 26, 2009 and December 27, 2008, respectively.
Investment income:
Investment income decreased from $0.3 million for the six months ended December
27, 2008 to $10,000 for the six months ended December 26, 2009 due to lower
invested balances and interest rates. Investment income for the six months
ended December 26, 2009 included unrealized losses of approximately $5,000.
Investment income for the six months ended December 27, 2008 included
unrealized gains of approximately $4,000.
Distribution from
Holdings LLC:
On December 23, 2009, Holdings
LLC sold its interest in Birds Eye to Pinnacle Foods and Pro-Fac received a
distribution from Holdings LLC of approximately $238.4 million.
Income taxes
:
See Note 1. Description of Business and Summary of Significant Accounting
Policies in Notes to Condensed Financial Statements for a discussion of the
Cooperatives tax exempt status.
CRITICAL
ACCOUNTING POLICIES
NOTE 1.
Description of Business and Summary of Significant Accounting Policies under
Notes to Condensed Financial Statements included in Part I, Item 1 of this
Report discusses the significant accounting policies of Pro-Fac. Pro-Facs
discussion and analysis of its financial condition and results of operations
are based upon its condensed financial statements, which have been prepared in
accordance with GAAP. The preparation of these financial statements requires
Pro-Facs management to make estimates, judgments and assumptions that affect
the reported amount of assets, liabilities, revenues and expenses. Pro-Fac
regularly evaluates its estimates.
Certain
accounting policies deemed critical to Pro-Facs results of operations or
financial position are discussed below.
The Cooperative
accounts for its investment in Holdings LLC under the cost method of
accounting. Under the cost method, distributions of earnings are reported as
income and distributions that represent a return of capital reduce the carrying
value of the investment, but not below zero. On December 23, 2009, Holdings LLC
sold its interest in Birds Eye to Pinnacle Foods and Pro-Fac received a
distribution from Holdings LLC of approximately $238.4 million.
Pro-Fac
markets and sells its members crops to food processors. Under the provisions
of ASC 605, Reporting Revenue Gross Versus Net as an Agent, the Cooperative
records activity among its customers, itself and its members on a net basis.
For transactions in which Pro-Fac acts a principal rather than an agent, sales
and cost of sales are reported.
LIQUIDITY AND CAPITAL RESOURCES
As described in Note 3 to the Cooperatives unaudited condensed
financial statements included in Part I, Item 1. Financial Statements, of this
report, Pro-Fac may borrow up to $2.0 million from M&T Bank and
approximately $0.1 million (limited by collateral) from another cooperative. At
December 26, 2009, Pro-Fac had no outstanding borrowings under either borrowing
facility.
A discussion of Statement of Cash Flows for the six months ended December
26, 2009, follows:
Net cash provided by
operating activities was $219.8 million for the first six months of fiscal year
2010 compared to cash used in operating activities of approximately $10.8
million in the first six months of fiscal year 2009. The change primarily
results from the receipt of a $238.4 million distribution from Holdings LLC in
the first six months of fiscal year 2010, partially offset by changes in
investments and accounts receivable and payable related to member crop
deliveries.
Net cash used in financing activities during the first six months of
fiscal year 2010 consisted of payment of dividends of $0.6 million. During the
first six months of fiscal year 2009, net cash used in financing activities
consisted of a partial redemption of Class A cumulative preferred stock of $9.8
million and $1.5 million in dividends paid.
13
|
|
I
TEM 3.
|
QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
As a smaller reporting company as defined
by Item 10 of Regulation S-K, Pro-Fac is not required to provide information
required by this item.
|
|
I
TEM 4.
|
CONTROLS AND
PROCEDURES
|
Disclosure Controls and Procedures
:
Pro-Facs Principal Executive Officer and
Principal Financial Officer evaluated the effectiveness of the design and
operation of Pro-Facs disclosure controls and procedures (as defined in Rule
13a-15(e) or 15d-15(e) of the Exchange Act). Based on that evaluation,
Pro-Facs Principal Executive and Principal Financial Officer concluded that
Pro-Facs disclosure controls and procedures as of December 26, 2009 (the end of
the period covered by this Report), have been designed and are functioning
effectively to provide reasonable assurance that the information required to be
disclosed by Pro-Fac in reports filed or submitted by it under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms, and that such information is
accumulated and communicated to Pro-Facs management, including its Principal
Executive and Principal Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
Changes in Internal Control over Financial
Reporting:
There were no changes in Pro-Facs
internal control over financial reporting identified during the quarter ended December
26, 2009, that materially affected, or are
reasonably likely to materially affect, Pro-Facs internal control over
financial reporting.
14
PART
II
|
|
I
TEM 1.
|
LEGAL PROCEEDINGS
|
|
|
|
The
information called for by this Item is disclosed in NOTE 5. Other Matters
Legal Matters under Notes to Condensed Financial Statements in Part I,
Item 1 of this Form 10-Q, and is incorporated herein by reference in answer
to this Item.
|
|
|
I
TEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS
|
|
|
|
None
|
|
|
I
TEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
|
|
|
None
|
|
|
I
TEM 4.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
|
|
|
None
|
|
|
I
TEM 5.
|
OTHER INFORMATION
|
|
|
|
None
|
|
|
I
TEM 6.
|
EXHIBITS
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
31.
|
|
Certification of the Principal Executive Officer and the Principal
Financial Officer as required by Rule 13a-14 (a) of the Securities Exchange
Act of 1934 as adopted pursuant to Section 302 of the Sarbanes Oxley Act of
2002 (filed herewith).
|
|
|
|
|
|
32.
|
|
Certification
of the Principal Executive Officer and the Principal Financial Officer as
required by Rule 13a-14 (b) of the Securities Exchange Act of 1934 and
pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of
the Sarbanes Oxley Act of 2002 (filed herewith).
|
15
SIGNATURES
In accordance
with the requirements of the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
PRO-FAC COOPERATIVE, INC.
|
|
Date:
|
February 5,
2010
|
|
BY:
|
/s/ Stephen
R. Wright
|
|
|
|
|
|
|
|
|
|
General Manager, Chief Executive
|
|
|
|
|
Officer, Chief Financial Officer
|
|
|
|
|
and Secretary
|
|
|
|
|
(On Behalf of the Registrant and as
|
|
|
|
|
Principal Executive Officer
|
|
|
|
|
Principal Financial Officer, and
|
|
|
|
|
Principal Accounting Officer)
|
16
EXHIBIT
INDEX
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
31.
|
|
Certification of the Principal Executive Officer and the Principal
Financial Officer as required by Rule 13a-14 (a) of the Securities Exchange
Act of 1934 as adopted pursuant to Section 302 of the Sarbanes Oxley Act of
2002 (filed herewith).
|
|
|
|
|
|
32.
|
|
Certification
of the Principal Executive Officer and the Principal Financial Officer as
required by Rule 13a-14 (b) of the Securities Exchange Act of 1934 and
pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of
the Sarbanes Oxley Act of 2002 (filed herewith).
|
17
Pro-Fac Cooperative (MM) (NASDAQ:PFACP)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Pro-Fac Cooperative (MM) (NASDAQ:PFACP)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024