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Swiss Valley Farms Audit Report l Swiss Valley Farms, Co.. P.O. Box 4493. Davenport, Iowa 52808. 319 391-3341 · Fax 319 391-7479 March 2, 1999 City Clerk City of Dubuque Dubuque, IA 52001 Dear Madam: Enclosed is our audit report for our fiscal year ended September 30, 1998. Also enclosed is the compliance certificate as required by the loan agreement. Sincerely, fj. SSS V V~ALLEYFARM. . S, CO. (ZJ 1/1 J/ Rodney E~B~ (/ J..- Vice President Finance REB:djm Enclosures 0 \0 \...) ;::'".,: :x 0'< )::loo :0 c C) :::u m 0- ,-- fqL I () C' W _..l x rn c (;) 0) ;:p. ? ~Mi< C) -- - )> -h co m -h 0 o' U1 CD 0 '" _..;~~"F.", ;,}'4... ._,:~~'-"' -..... COMPLIANCE CERfIFICATE TO: City of Dubuque United States Trust Co. Rabobank Nederland This Compliance Certificate is furnished pursuant to that certain Loan Agreement (the "Agreement") as amended through the date hereof, dated as of February 1, 1987 between the City of Dubuque, Iowa and Swiss Valley Farms, Co., an illinois Non-Stock Cooperative corporation, (the "Company"). Unless otherwise defmed herein, the terms used in this Compliance certificate have the meanings ascribed thereto in the Agreement. THE UNDERSIGNED HEREBY CERfIFIES THAT: 1. 1, Rodney E. Behr, am duly authorized to act, and I am currently acting as Vice President Finance of Swiss Valley Farms, Co. 2. I have made review of the activities of the Company during the preceding fiscal year for the purpose of determining whether or not the Company has complied with all of the terms, provisions and conditions of the Agreement and to the best of my knowledge the Company has kept, observed, performed and fulfilled each and every covenant, provision and condition of the Agreement on its part to be performed and is not in default in the performance or observance of any of the terms, covenants, provisions or conditions thereof. IN WITNESS ~REOF, I have executed and delivered this Compliance Certificate this '2 " dayof MC<H_; ,19ll. C1-~~v Z. (i2Z / REB:njk compli.2 wp.2 I I I I I I I I I I I I I I I I I I I Deloitte & Touche LLP o Deloitte Touche Tohmatsu International Swiss Valley Farms, Co. Financial Statements for the Years Ended September 3D, 1998 and 1997 and Independent Auditors' Report I I I I I I I I I I I I I I I I I I I SWISS VALLEY FARMS, CO. TABLE OF CONTENTS YEARS ENDED SEPTEMBER 30, 1998 AND 1997 Page Independent Auditors' Report Balance Sheets 2 3 4 5 6 Statements of Operations Statements of Members' Equity Statements of Cash Flows Notes to Financial Statements I I I I I I I I I I I I I I I I I I I Deloitte & Touche o Oeloitte & Touche LLP Northwest Bank Building 101 West Second Street Davenport, Iowa 52801-1813 Telephone: (319) 322-4415 Facsimile: (319) 322-2002 Facsimile: (319) 322-1103 (Tax Dept.) INDEPENDENT AUDITORS' REPORT To the Members and Board of Directors of Swiss Valley Farms, Co.: We have audited the accompanying balance sheets of Swiss Valley Farms, Co. as of September 30, 1998 and 1997, and the related statements of operations, members' equity, and cash flows for the years then ended. 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 generally accepted auditing standards. 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, such financial statements present fairly, in all material respects, the financial position of Swiss Valley Farms, Co. at September 30, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. ~ t"-:- ~ L"./.., fJ December 29, 1998 Deloitte Touche Tohmatsu I I I I I I I I I I I I I I I I I I I o o en ::!E 0:: <( u. >- w -' -' <( > en en ~ en c z <C CIO en U)en ........ W w :z: U) w (.) z :5 <C m ,... en en ..... o M r:r:: W m :!E w ... Q. W U) ,... en en ..... CIO en en ..... .... f-o S 01 {;oil (/) cr:: {;oil l:Q ~ {;oil ~ Q Z -( U) {;oil ... f-o ... ~ ... l:Q ~ ~ 15 .-.. 0 \0"0 8 E ..0 0 ~6'i' _~ co C:la] d.o ..... ~ 0 0 - c:: ~ .S:! ...J~ t: f-< ~ 8.. Z~ l:l.- '" c:: 8 ~ ~ 0 ::l uZ U ,... en en ..... CIO en en ..... ;.:.. r-- 8 o 6 U) f-o {;oil U) U) -( U) f-< W U) en < f-< Z ~.<: ~~ uu 00 00 00 00 0\ 0 \O~ on- ~ OM o \0 0..... 0-6 0\ \0 r-- 0\, ...;-- iA 00 ..... 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STATEMENTS OF OPERATIONS YEARS ENDED SEPTEMBER 30,1998 AND 1997 OPERATING EXPENSES: Distribution and marketing General and administrative Total 1998 1997 $ 340,095,605 $312,418,055 317,612,774 291,030,301 22,482,831 21,387,754 10,865,584 11,054,611 7,634,557 6,399,682 18,500,141 17,454,293 3,982,690 3,933,461 1,239,644 1,215,054 296,821 253,551 (1,249,835) (1,283,189) 1,175,048 79,868 121,593 1,541,546 307,009 5,524,236 4,240,470 450,000 500,000 $ 5,074,236 $ 3,740,470 NET SALES COST OF SALES GROSS MARGIN SAVINGS FROM OPERA nONS OTHER INCOME (EXPENSE): Patronage refunds Interest income Interest expense Gain on sale of fixed assets (Note 9) Other, net Total SAVINGS BEFORE PROVISION FOR INCOME TAXES PROVISION FOR INCOME TAXES (Note 8) NET SAVINGS NET SAVINGS ALLOCATED TO: Patronage refunds to members: Payable in cash Allocated equities Retained earnings Total $ 1,375,000 2,724,000 975,236 $ 5,074,236 $ 1,090,000 1,772,000 878,470 $ 3,740,470 See notes to financial statements. - 3 - I I I I I I I I I I I I I I I I I I I SWISS VALLEY FARMS, CO. STATEMENTS OF MEMBERS' EQUITY YEARS ENDED SEPTEMBER 30,1998 AND 1997 REVOLVING ALLOCATED RETAINED MEMBERSHIPS FUND EQUITIES EARNINGS BALANCE AT OCTOBER 1, 1996 $382,551 $ 8,188,901 $ 10,475,691 $ 9,051,962 NEW MEMBERSHIPS 29,787 NET SAVINGS AS ALLOCATED 1,772,000 878,470 RETAINED FROM PURCHASE OF MILK 1,005,236 REDEMPTIONS (5,283) (1,023,596) (1,331,858) BALANCE AT SEPTEMBER 30, 1997 407,055 8,170,541 10,915,833 9,930,432 NEW MEMBERSHIPS 21,834 1,910,367 NET SAVINGS AS ALLOCATED 2,724,000 975,236 RETAINED FROM PURCHASE OF MILK 1,080,200 REDEMPTIONS (3,747) (1,331,029) (1,315,494) BALANCE AT SEPTEMBER 30, 1998 $425,142 $ 9,830,079 $ 12,324,339 $ 10,905,668 See notes to fmancial statements. -4- I I SWISS VALLEY FARMS, CO. I STATEMENTS OF CASH FLOWS YEARS ENDED SEPTEMBER 30,1998 AND 1997 1998 1997 I CASH FLOWS FROM OPERATING ACTIVITIES: Net savings $ 5,074,236 $ 3,740,470 Adjustments to reconcile net savings to I net cash flows from operating activities: Depreciation and amortization 4,653,798 5,126,923 Noncash patronage refunds received (807,126) (792,983) I Deferred income taxes (215,000) 40,000 Gain on sale of fixed assets (1,175,048) (8,140) Provision for doubtful receivables 476,685 (133,127) Equity in loss of joint venture 53,917 I Changes in assets and liabilities: Notes and accounts receivable (7,006,206) 74,010 Inventories (2,869,132) (2,250) I Prepaid expenses and other current assets (1,175,487) 711,479 Accounts payable 8,202,926 (4,661,548) Accrued and other liabilities 1,581,179 107,461 I Net cash flows from operating activities 6,794,742 4,202,295 CASH FLOWS FROM INVESTING ACTIVITIES: Property and equipment purchased (7,803,275) (5,396,207) I Acquisition of businesses (4,765,000) Redemptions and other reductions of investments in other cooperatives 412,320 343,350 I Proceeds from sale of fixed assets 2,406,907 794,536 Net cash flows from investing activities (9,749,048) (4,258,321) I CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of debt 6,616,563 2,850,000 Additions to members' equity for milk I retentions and membership fees 3,012,401 1,035,023 Redemption of members' equity (2,650,270) (2,360,737) Patronage refunds paid to members (1,090,000) (710,000) Payments on debt (1,900,000) (2,930,000) I Net cash flows from financing activities 3,988,694 (2,115,714) INCREASE (DECREASE) IN CASH 1,034,388 (2,171,740) I CASH AT BEGINNING OF YEAR 1,252,358 3,424,098 CASH AT END OF YEAR $ 2,286,746 $ 1,252,358 I See notes to financial statements. I I - 5 - I I I I I I I I I I I I I I I I I I I I SWISS VALLEY FARMS, CO. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 1998 AND 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business and Membership - Swiss Valley Farms, Co. (the "Company") is a member- owned cooperative organized under the provisions of "The Agricultural Cooperative Act" of the State of Illinois. The Company is engaged in the marketing, processing, and distribution of dairy foods and other agricultural products, and also supplies agricultural inputs and services to members. Any person who is engaged in the business of producing milk ("milk member") or other agricultural products ("ag-service member") in the area in which the Company is engaged in business may apply for membership. Net savings from operations of each division (milk and ag- service) is subject to allocation by the Board of Directors to the respective members through patronage refunds based upon each member's pro rata volume of business done with the Company during the year. Milk members are paid for raw milk delivered at the monthly pay price for milk established by the Company based on market conditions. Equity requirements, as determined by the Board of Directors, are retained from amounts due milk members for raw milk delivered and credited to the revolving fund. Use of Estimates - The preparation of the Company's financial statements in conformity with generally accepted accounting principles necessarily 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Inventories - Inventories are stated at the lower of first-in, first-out cost or market. Raw milk purchased by the Company is assigned a cost based on the applicable monthly pay price for milk. Property, Plant and Equipment - Property, plant and equipment are stated at cost. The Company uses the straight-line method in computing depreciation and amortization over the estimated service lives ofthe property. Leasehold improvements are amortized over the shorter of the life of the related asset or the life ofthe lease. Interest cost that is associated with fixed assets during the time period necessary to prepare such assets for their intended use is capitalized and amortized over their estimated service lives. No interest cost was capitalized for the years ended September 30, 1998 and 1997. Intangible Assets - Intangible assets, consisting primarily of noncompete agreements, a supply agreement and goodwill associated with business acquisitions, are amortized on a straight-line basis over the lives of the agreements or estimated lives for goodwill. - 6- I I I I I I I I I I I I I I I I I I I Financial Instruments - The Company enters into commodity futures contracts as considered appropriate to reduce the risk of future price fluctuations in connection with the purchase of grain and fluid milk. These forward contracts are accounted for as hedges and, accordingly, gains and losses are deferred and recognized in cost of sales when the related products are sold. Commodity futures contracts are recorded at fair value based on quotes obtained from brokers. Fair Value of Financial Instruments - All financial instruments as of September 30, 1998 and 1997 are carried at amounts that approximate estimated fair value, except for investment in other cooperatives, for which it is not practicable to provide fair value information. The fair values of notes payable to bank and long-term debt approximate their carrying values due to their short-term nature or floating interest rates. Income Taxes - The Company qualifies as a nonexempt cooperative organization for income tax purposes. The Company is allowed a deduction in computing taxable income for the amount of qualified patronage refunds allocated to members. Certain items of income and expense are recognized differently for financial reporting purposes than for tax purposes. The deferred income tax provision is based on an asset and liability approach and represents the change in deferred income tax accounts during the year. Reclassifications - Certain 1997 amounts have been reclassified to conform with 1998 presentations. 2. NOTES AND ACCOUNTS RECEIVABLE Notes and accounts receivable by major classification at September 30, 1998 and 1997 are summarized as follows: 1998 1997 Trade receivables Other receivables Notes receivable Total receivables Less allowance for doubtful accounts Notes and accounts receivable - net $26,311,613 686,557 2,419,940 29,418,110 (1,114,869) $28,303,241 $19,927,516 779,439 2,014,296 22,721,251 (628,072) $22,093,179 3. INVENTORIES Inventories by major classification at September 30, 1998 and 1997 are summarized as follows: 1998 1997 Dairy products Agricultural products Packaging and ingredients Total $13,976,543 3,405,569 1,244,922 $18,627,034 $11,676,061 2,697,057 1,384,784 $15,757,902 -7- I I I I I I I I I I I I I I I I I I I 4. INVESTMENTS IN OTHER COOPERATIVES Changes in investments in other cooperatives for the years ended September 30, 1998 and 1997 are summarized as follows: Land 0' CoBank, Foremost Lakes, Inc. ACB Cenex Fanns U.S.A Others Total Balance at September 30, 1996 $2,363,586 $ 1,228,233 $ 696,592 $314,385 $ 847,334 $5,450,130 Noncash patronage refunds 340,064 106,572 175,298 171,049 792,983 Redemptions and other reductions (248,550) (36,166) (19,215) (39,419) (343,350) Balance at September 30, 1997 2,455,100 1,334,805 835,724 295,170 978,964 5,899,763 Noncash patronage refunds 336,363 94,425 219,610 156,728 807,126 Redemptions and other reductions (291,317) (47,849) (25,914) (47,240) (412,320) Balance at September 30, 1998 $2,500,146 $1,429,230 $ 1,007,485 $269,256 $1,088,452 $6,294,569 5. INVESTMENT IN JOINT VENTURE On July 1, 1998, the Company and Cenex Harvest States Cooperatives ("CHS") entered into a joint venture called Cenex - Swiss Valley Energy, LLC in the form of a limited liability company. The Company transferred equipment and nonmonetary assets of$I,349,283 for a financial interest of 39.57% in the joint venture. The Company's investment and net loss from the joint venture for fiscal 1998 was recorded using the equity method of accounting. The following (unaudited) information summarizes the results of the joint venture since inception through September 30, 1998: Operations: Net sales Cost of sales Gross margin Distribution expense General, administrative and other Net loss $1,538,285 1,103,011 435,274 296,887 287,452 (149,065) Balance sheet: Current assets Total assets Current liabilities Equity $1,122,480 5,996,366 1,293,252 4,703,114 The joint venture recorded the assets contributed by the partners at fair value. The Company's share of the excess of fair value over historical cost will be recognized on a straight-line basis over the estimated economic useful life of the assets invested often years. - 8- I I I I I I I I I I I I I I I I I I I 6. NOTES PAYABLE TO BANK At September 30, 1997, the Company had a seasonal borrowing agreement with CoBank, ACB totaling $25,000,000, of which $11,790,000 was in use. See Note 7 for a description ofthe collateral and restrictive covenants applicable to the seasonal borrowing agreement with CoBank, ACB. Average and maximum balances and rates on aggregate short-term borrowings outstanding during 1998 and 1997 are as follows: 1998 1997 Maximum month-end balance Average month-end balance Weighted average interest rate for the year Interest rate at September 30 $9,832,938 $ 8,682,917 6.6 % 6.53 % $ 10,930,000 $ 7,613,333 6.6 % 6.8 % 7. LONG-TERM DEBT Long-term debt at September 30, 1998 and 1997 is summarized as follows: 1998 1997 Noncompete agreement (noninterest bearing note due in installments to 2008) CoBank, ACB term loan, variable interest rate (6.6% and 7.0% at September 30, 1998 and 1997, respectively), due in installments to 2003 Industrial development revenue bonds - City of Dubuque, Iowa, variable interest rate (6.2% and 6.3%, including amortization of issuance costs, at September 30, 1998 and 1997, respectively), due on earlier of demand or in installments to 2001 Purchase agreement, fixed interest rate of 7%, due on demand Total Current portion of long-term debt Total long-term debt $ 500,000 13,335,000 $7,835,000 1,700,000 16,563 15,551,563 (1,966,563) $13,585,000 2,100,000 9,935,000 (1,900,000) $ 8,035,000 The Company's indebtedness to CoBank, ACB at September 30, 1998 is due in monthly principal installments of$125,000. Demand for payment may be made at an earlier date by CoBank, ACB if the bank reasonably determines that a material adverse change to the Company has occurred. The industrial development revenue bonds were issued by the City of Dubuque, Iowa and are due on the earlier of demand or in installments, under mandatory redemption requirements of $400,000 to $500,000 annually to 2000. The interest rate on the bonds is a variable interest rate (15% maximum) which is determined by the remarketing agent for the bonds on a weekly basis based on market rates for similar issues. The Company has the option, subject to approval by the letter of credit bank referred to below, of converting to a fixed rate of interest at any time on a one-time basis. The bonds have been classified as long-term since it is the Company's intention to refinance on a long-term basis, with the irrevocable letter of credit agreement referred to below, any bonds redeemed and not remarketed prior to their mandatory redemption dates. - 9- I I I I I I I I I I I I I I I I I I I The Company, in connection with the industrial development revenue bond issuance, entered into a long-term irrevocable letter of credit agreement with another bank. The amount available under the agreement at September 30, 1998 was $1,731,438. The letter of credit amount available is reduced by $300,000 to $700,000 annually and has an expiration date of March 3, 2002. The agreement provides for a fee on the average daily unused portion of the available amount of 1.25% per annum. Any advances under the agreement will bear interest at rates set by the bank for the interest period selected by the Company and will be due at the expiration date of the agreement except that the total amount of advances outstanding plus the principal amount of the industrial development bonds outstanding cannot exceed the available credit limit. At September 30, 1998 and 1997, there were no amounts outstanding under the agreement. The various borrowing agreements contain restrictive covenants which, among other things, provide that the Company will not: (1) reduce the 8 cents per hundredweight revolving fund deduction from members on milk purchased, (2) enter into significant acquisitions without prior consent of the lenders, (3) obtain loans from or incur liabilities to other lenders or place additional mortgages on its properties without prior consent of the lenders, (4) permit the ratio of long-term liabilities to equity to exceed. 7 to 1.0, or (5) permit the current ratio to fall below 1.25 to 1 at fiscal year end. The agreements also require the Company to invest in stock of CoBank, ACB in amounts determined by the bank. The Company's investment in stock and allocated surplus of the bank, which is also pledged to the bank as collateral for these borrowings, is included in investments in other cooperatives in the accompanying consolidated balance sheets. Substantially all of the Company's assets are pledged as collateral for any borrowings associated with CoBank, ACB, the industrial development revenue bonds, and the related letter of credit. Such parties have entered into an intercreditor agreement which specifies the collateral rights of each party. In addition, the various other loans, notes, purchase agreements and contracts are generally collateralized by the specific assets acquired in connection with the debt. The maturities of the Company's long-term debt at September 30, 1998 are as follows: 1999 2000 2001 2002 2003 Thereafter Total $ 1,966,563 2,250,000 2,150,000 1,550,000 1,550,000 6,085,000 $15,551,563 8. INCOME TAXES Current and deferred components of the provision (credit) for income taxes for the years ended September 30, 1998 and 1997 are summarized as follows: 1998 1997 Current provision Deferred provision (credit) Provision for income taxes $ 665,000 (215,000) $ 450,000 $ 460,000 40,000 $ 500,000 - 10- I I I I I I I I I I I I I I I I I I I The provision for income taxes for the years ended September 30, 1998 and 1997 are less than the amounts computed by applying the statutory federal income tax rate to savings before provision for income taxes due to the following items: 1998 Computed expected tax provision Patronage refunds allocated to members State income taxes Other, net Provision for income taxes $1,933,000 (1,435,000) 66,000 (114,000) $ 450,000 The components of the net deferred income tax asset as of September 30, 1998 and 1997 are summarized as follows: 1997 $1,484,000 (1,002,000) 45,000 (27,000) $ 500,000 1998 1997 Pension Depreciation Allowance for doubtful accounts Alternative minimum tax credit carryforward Vacation accrual Reserve for closed plants Other accruals Total $ (190,000) (780,000) 440,000 270,000 105,000 505,093 $ 350,093 $ (77,000) (673,000) 253,000 83,000 256,000 114,000 150,685 $ 106,685 The current and long-term portion of the net deferred income tax asset at September 30, 1998 and 1997 are summarized as follows: 1998 1997 Current asset Long-term liability Net deferred income tax asset $1,015,217 (665,124) $ 350,093 9. SALE OF PLANT $583,217 (476,532) $ 106,685 On November I, 1997, the Company sold it's Maquoketa Plant to Farmland Industries, Inc. for $1,400,000. The Company recorded a gain of$I,087,276 from the sale of the plant. 10. LEASES The Company leases various types of equipment under operating leases of which a majority are cancelable or are month-to-month. Rent expense related to operating leases for the years ended September 30, 1998 and 1997 was $1,836,406 and $2,123,422, respectively. - 11 - I I I I I I I I I I I I I I I I I I I Future minimum lease payments under operating leases as of September 30, 1998 are as follows: 1999 2000 2001 2002 2003 Thereafter $ 66,587 58,453 52,642 52,642 52,642 61,416 $ 344,382 11. PENSION PLANS Company Sponsored Defined Benefit Plan Substantially all nonunion employees are covered by the Company's defined benefit plan. The plan is contributory and benefits are primarily based on an employee's years of service and average earnings over the first five of the last six years of participation in the plan. Employees are vested in the plan after five years of service. The Company's funding policy is to make the minimum contribution required to be made under the funding requirements of ERISA. The following table sets forth the funding status of the plan and amounts recognized in the Company's consolidated balance sheets at September 30, 1998 and 1997: Actuarial present value of benefit obligations: Vested benefits Nonvested benefits Accumulated benefit obligation Effect of projected future salary increases Projected benefit obligation Plan assets at fair value, primarily unallocated insurance contracts Projected benefit obligation greater than plan assets Unrecognized net loss Unrecognized net asset at October I, 1987 being recognized over 15 years Accrued current pension liability 1998 1997 $ (8,878,893) $ (7,566,995) (323,857) (283,019) (9,202,750) (7,850,014) (2,248,592) (1,864,328) (11,451,342) (9,714,342) 8,729,958 8,020,182 (2,721,384) (1,694,160) 2,775,527 1,835,358 (425,064) (531,331) $ (370,921) $ (390,133) - 12- II I I I I I I I I I I I I I I I I I I Net pension cost for the years ended September 30, 1998 and 1997 includes the following components: 1998 1997 Service cost on benefits earned during the period Interest cost on projected benefit obligation Actual return on plan assets Net amortization and deferral Net pension cost $ 374,666 691,998 (944,808) 273,320 $395,176 $315,209 645,60 I (494,814) ( 184,529) $281,467 Actuarial assumptions used in determining the projected benefit obligation at September 30, 1998 and 1997 include the following: 1998 1997 Discount rate Long-term rate of return on plan assets Rate of increase in future compensation levels 6.50 % 8.00 % 4.00 % 7.25 % 8.00 % 4.00 % Union Sponsored Defined Benefit Plan Substantially all of the Company's union employees are covered under a union sponsored multiemployer defined benefit plan. The plan provides for a fixed monthly benefit upon retirement. The Company recognizes as net pension cost the required contribution for the year under such plan. Net pension cost for the union sponsored plan for the years ended September 30, 1998 and 1997 was $758,843 and $797,128, respectively. 401(k) Plan The Company participates in a multi cooperative 401(k) plan in which substantially all regular nonunion employees who work at least 1,000 hours per year may participate. The exception is the Dubuque union employees, who are also eligible based on their labor contract. The plan allows non highly compensated employees to contribute up to 15% of their compensation. The Company did not make any contributions to the plan through September 30, 1998. Effective October I, 1998 the plan was amended, which allows the Company to contribute 50% of the employees first 6% contribution of their compensation. 12. SELF-INSURANCE The Company has established a self-insurance plan for all full-time nonunion employees' health and dental insurance coverage. The plan is funded through employer and employee contributions. Self-insurance is in effect up to an individual stop loss amount of $70,000 and an annual aggregate stop loss of approximately $1,200,000. - 13 - I I I I I I I I I I I I I I I I I I I 13. IOWA DEPARTMENT OF AGRICULTURE AND LAND STEWARDSHIP The following disclosures are in accordance with the Iowa Department of Agriculture and Land Stewardship regulations applicable to licensed warehouse operators and grain dealers: There were no differences between grain obligations as listed on the financial statements and on the monthly grain report for September 30, 1998 and 1997. There were no collateral warehouse receipts at September 30, 1998 and 1997. The Company owned no grain which was being stored in unlicensed facilities or which was transferred to another warehouse at September 30, 1998 and 1997. Unpaid Company owned grain at September 30, 1998 and 1997 are as follows: 1998 1997 Advance Advance Bushels Value Payments Bushels Value Payments Com: Priced later 845,803 86,120 Deferred contracts 39,512 $ 86,210 24,324 $ 61,131 Minimum price 106,124 $ 154,167 31,979 $ 78,442 Priced not paid 135,128 321,946 22,706 56,040 Basis 40,000 70,735 Total 1,166,567 $ 408,156 $ 224,902 165,129 $ 117,171 $ 78,422 Soybeans: Priced later 52,507 4,858 Deferred contracts 9,966 $ 61,048 9,582 $ 69,133 Minimum price 3,000 $ 14,422 1,000 $ 7,000 Priced not paid 44,564 244,393 37,226 238,359 Basis 7,000 35,012 Total 117,037 $ 305,441 $ 49,434 52,666 $ 307,492 $ 7,000 Hi Oil Com: Price later 5,221 Basis 1,000 $ 2,165 6,221 $ 2,165 Total bushels of grain purchased under the Company's Iowa grain dealers license for the years ended September 30, 1998 and 1997 was 7,998,801 and 8,297,055, respectively. Grain sales for the years ended September 30, 1998 and 1997 was $28,602,981 and $29,503,159, respectively. Non-grain sales for the years ended September 30, 1998 and 1997 was $311,492,624 and $282,914,896, respectively. - 14- I I I I I I I I I I I I I I I I I I I 14. SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the years ended September 30, 1998 and 1997 for interest was $1,240,227 and $1,273,743, and for income taxes was $571,588 and $427,750, respectively. The Company converted $7,000,000 and $100,000 of short-term borrowings to long-term debt during 1998 and 1997, respectively. During 1998, the Company contributed certain assets to a joint venture with Cenex Harvest States Cooperatives (see Note 5). 15. ACQUISITIONS Effective October 1, 1997, the Company purchased substantially all assets of Old Wisconsin Cheese, a division of Carl Buddig and Company, which was engaged in the manufacturing of dairy products and the distribution of such dairy products at Platteville, Wisconsin. The approximate costs of the acquisition, including inventory was $2,400,000. Also effective October 1, 1997, the Company acquired the members of Tri-State Milk Cooperative, West Salem, Wisconsin through the assumption of all assets, liabilities and revolving fund equities ($1,932,000) and the payment of certain premiums on milk purchases over the next year. On October 21, 1998, the Company purchased H. Halford & Sons, Inc. for $2,365,000 plus a noncompete agreement for $50,000 a year for the next ten years. Halford was in the business of operating a grain elevator and related farm service business having physical facilities located in Winthrop and Independence, Iowa. The Company purchased all agreed upon real estate, equipment, grain inventory and customer lists. Excluded from the purchase were Halford's accounts receivable and accounts payable. In accordance with APB # 16, the purchase price of the above acquisitions was allocated to acquired assets and assumed liabilities based upon fair market values. 16. PURCHASE COMMITMENT In 1997, the Company entered into a ten year commitment to purchase merchantable feeder pigs. The Company's obligation is measured in twenty week intervals, and the Company is obligated to purchase nine lots (925 to 1,000 pigs per lot) during each twenty week interval. The Company is initially obligated to pay a base rate of $29.25 for each pig, plus feed costs. 17. SUBSEQUENT EVENTS Effective December 16, 1998, the Company entered into two sale lease back agreements with Farm Credit Leasing Services Corporation totaling $5,213,706. These leases are classified as operating and their minimum lease terms are 84 months. * * * * * - 15 -