UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ---------- to ----------
Commission file number 33-38051
SF SERVICES, INC.
(Exact name of registrant as specified in its Charter)
Arkansas 71-0220282
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
120 Main Street, North Little Rock, Arkansas 72114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (501) 945-2371
Securities registered pursuant to Section 12(b) of the Act
Name of each exchange on
Title of each class which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act
NONE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference to Part III
of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates
of the registrant was $125,000 at January 24, 1997.
The number of shares outstanding of the registrant's common stock,
$1,000.00 par value per share, was 125 at January 24, 1997.
<PAGE>
FORM 10-K
PART I
ITEM 1: BUSINESS
SF Services, Inc. is a farm supply cooperative which was
organized under the laws of the State of Arkansas in 1945.
As of January 24, 1997 it was made up of 125 local member
cooperatives in Arkansas, Louisiana, Mississippi, Alabama,
Oklahoma, and Texas. The local member cooperatives are owned
and controlled by individual farmers. SF Services, Inc. is
a basic manufacturer of agricultural and pet feeds, a
production contractor and distributor of seeds in the rice,
cotton, soybean and wheat production areas of the midsouth
and a basic wholesaler of a wide variety of farm supply,
tires, batteries and automotive ("TBA"), chemical, petroleum
and fertilizer products to its members and other customers.
SF Services, Inc. attempts, through pooling of resources
and sharing risks, to secure farm input products of the best
quality and price, to cooperatively achieve economies in the
manufacturing and procurement of goods and supplies, and to
render service to its local member cooperatives. SF Services,
Inc. has 15 operating and service divisions: Farm and Ranch;
Petroleum; TBA; Fertilizer; Chemical; Seed; Feed; Animal
Health; Catfish Processing and Marketing; Warehouse and
Transportation; Field Services; Corporate Services;
Information Services; Credit and Financial Analysis; and
General Corporate.
SF Services, Inc. also controls seven subsidiaries which are
included in the consolidated financial reports of SF Services,
Inc. The seven subsidiaries are Cloverleaf Cooperative; SFA,
Inc.; Deep South Farmers Supply, Inc.; Professional
Technologies, Inc.; AgGrow Finance, Inc.; Southern Farm Fish
Processors, Inc.; and SF Technical Services, Inc. In the
first quarter of 1994, the operations of Professional
Technologies, Inc. were combined with the TBA division of
SF Services, Inc. This was done to reduce administrative
costs and provide centralized management. No gain or loss
was recognized on this transaction. SFA, Inc. conducts
retail farm supply sales and services. AgGrow Finance, Inc.
provides financing to individual farmers of member
cooperatives for crop production and equipment purchases.
Southern Farm Fish Processors, Inc. operates a catfish
processing plant and a feed mill. The remaining subsidiary,
SF Technical Services, Inc., provides environmental and
regulatory compliance services and crop consulting services.
In the first quarter of 1995, pursuant to a plan and
agreement of merger by and between Delta Purchasing
Federation (AAL) ("DPF") and the Company, DPF was merged
<PAGE>
into the Company in a statutory merger. In the merger, DPF
shareholders received an equity interest in the Company with
value equal to net book value of DPF's assets plus $500,000.
The acquisition has been accounted for as a purchase by
recording the assets and liabilities of DPF based on their
respective fair market values at acquisition date under the
plan and agreement of merger. The Company's sales for 1995
increased approximately $21 million due to the merger.
In the first quarter of 1993, SF Services, Inc., through a
newly formed wholly-owned subsidiary, Southern Farm Fish
Processors, Inc., purchased the assets of Arkansas Prime Fish
Processors by the assumption of debt in a non-cash transaction.
SF Services, Inc. and its subsidiaries employ approximately
1,320 persons.
Division sales, savings (loss) before income taxes and
identifiable assets for each of the last three fiscal
periods are presented below:
Year Ended Year Ended Year Ended
October 31, October 31, October 31,
1996 1995 1994
------------ ------------ ------------
SALES BY DIVISION
Feed and animal health $122,397,413 $101,249,886 $ 98,758,147
Fertilizer 129,557,273 120,596,538 89,876,510
Seed 33,028,271 27,246,492 25,187,144
Chemicals 121,382,784 136,743,532 100,381,754
Farm and ranch 35,919,700 39,067,528 34,524,724
Petroleum 70,216,528 37,750,042 36,503,703
Tires, batteries and
automotive 19,659,706 20,322,532 16,396,547
Subsidiary's retail
sales, net of
eliminations 21,694,459 10,012,504 6,970,705
Subsidiary's catfish
processing and
wholesale sales, net
of eliminations 36,624,223 37,831,922 30,572,080
------------ ------------ ------------
$590,480,357 $530,820,976 $439,171,314
============ ============ ============
<PAGE>
Year Ended Year Ended Year Ended
October 31, October 31, October 31,
1996 1995 1994
----------- ---------- -----------
SAVINGS (LOSS) BEFORE
INCOME TAXES BY
DIVISION*
Feed and animal health $(3,489,573) $ 797,252 $ 1,173,038
Fertilizer 16,838,293 5,635,474 4,271,357
Seed (19,325) (93,310) 117,145
Chemicals (249,797) 992,824 670,719
Farm and ranch (139,819) 183,850 521,699
Petroleum 388,710 40,506 (19,016)
Tires, batteries and
automotive (6,050) 238,917 280,368
Subsidiary's retail
operations, net of
eliminations (841,332) (561,194) (1,289,680)
Subsidiary's finance
operations, net of
eliminations 85,817 38,244
Subsidiary's catfish
processing and wholesale
sales, net of
eliminations (6,316,888) (2,374,939) (1,771,511)
----------- ----------- -----------
$ 6,250,036 $ 4,897,624 $ 3,954,119
=========== =========== ===========
*After allocation of general and administrative expenses, interest
expense and other income (expense).
October 31, October 31, October 31,
1996 1995 1994
----------- ----------- -----------
PROPERTY AND EQUIPMENT (NET)
Feed and animal health $ 9,426,682 $13,100,196 $10,319,072
Fertilizer 11,278,166 6,294,171 1,446,130
Seed 476,914 530,319 573,567
Chemicals 2,047,747 1,930,296 124,185
Farm and ranch 199 628 1,132
Tires, batteries
and automotive 89,402 102,062 80,089
Petroleum 95,845 77,914 77,979
Warehouse, transportation
and general corporate 7,934,825 5,771,259 5,787,977
Subsidiary's retail
operations 1,393,864 1,013,762 1,006,294
Subsidiary's finance
operations 360 1,151
Subsidiary's catfish
processing wholesale
sales 2,912,675 4,654,797 3,454,124
----------- ----------- -----------
$35,656,679 $33,476,555 $22,870,549
=========== =========== ===========
<PAGE>
The seasonal nature of SF Services, Inc.'s core business
requires the maintenance of significant inventory levels.
The Fertilizer, Chemical and Seed Divisions have peak activity
in the spring planting season and again during the fall
harvest and winter planting season. The geographical spread
of trade areas from south to north makes these peaks fairly
long in duration. However, the Fertilizer, Chemical, and
Seed Divisions do experience lower levels of inventory in the
late winter and late summer months.
SF Services, Inc.'s Feed Division is also subject to seasonal
variance with its slow periods being experienced during the
late spring and summer months when pasture is generally
available. This is mitigated somewhat by the dairy feed
business which is more year round in nature and by catfish
feed sales which occur during the late spring through early
fall period.
These seasonal patterns generally call for higher inventory
levels because products must be stored during the slow period
for delivery during the peak season. The requirements for
competitive pricing has also made it necessary in a variety of
products to purchase in truck, rail and barge lots which also
adds to holding cost. This is especially true in the Farm and
Ranch and TBA Divisions in the purchase of steel products,
tires, and lubricants in truckload lots and Fertilizer and
Seed Divisions in barge and rail quantities.
SF Services, Inc. is not dependent upon any one customer for a
significant portion of its business. However, because of the
cooperative ownership, it is dependent upon its local member
cooperatives with whom it did 66% of its business in the fiscal
year ending October 31, 1996. SF Services, Inc. is very price
conscious because of the competitive environment in its trade
area. Competitors include other regional cooperatives such as
MFA, Inc., Farmland Industries, and Gold Kist as well as major
privately-owned agri-business systems such as Helena Chemical,
Terra International, and Conagra.
OPERATING DIVISIONS
Farm and Ranch
The Farm and Ranch Division makes available to the local
member stores a wide range of products necessary for the
timely schedule of crop and livestock production. Such
products include garden tools, field sprayers, combine parts,
disc blades, baler twine, fencing material, and a full line of
livestock handling equipment. SF Services, Inc. attempts to
maintain a relationship with major manufacturers of these
products in order to guarantee a consistent supply of quality
products for its local members.
<PAGE>
Petroleum
This division provides petroleum products, including gasoline
and diesel fuel, to its member stores. SF Services, Inc.
believes that it has a good relationship with suppliers having
strong domestic crude sources, and that this will help SF
Services, Inc. maintain a competitive position in the
agricultural petroleum market.
Tires, Batteries and Automotive
The TBA Division supplies tires, batteries and other
automotive accessories such as antifreeze and lubricants to
the member stores. Products supplied by the TBA Division
are for use in both farm equipment and personal vehicles.
The division operates truck routes out of North Little Rock,
Arkansas to place and service batteries. Farm lubricants
are sold in both small containers as well as bulk containers.
Chemical
The Chemical Division provides to the local member stores
various herbicides, crop protection chemicals, crop soil
surfactants and other adjuvants for use in the production of
such crops as rice, cotton, soybeans, wheat and sugar cane.
The products are also utilized in the development and
protection of pasture land. The products are delivered in a
full range of packaging including the delivery of bulk
reusable containers. This division also markets a
full line of small package lawn and garden products.
The Chemical Division also disseminates information to the
local member stores concerning proper use of crop protection
products. This includes information concerning container
disposal, proper storage and application, contingency planning
as well as compliance with state and federal environmental
regulations.
Fertilizer
The Fertilizer Division provides a full range of fertilizer
products, services and marketing programs. The fertilizer
products handled by the Fertilizer Division include all
nitrogen products as well as phosphate, potash and sulfur.
In addition to fertilizer storage, the division has the
capability to receive and unload barge loads of fertilizer
products. The division also has mixing and blending
capabilities at its North Little Rock, Arkansas facility.
<PAGE>
Seed
The Seed Division is responsible for marketing and distributing
agricultural seed to SF Services, Inc.'s membership. The
division operates two seed processing and cleaning plants
located in North Little Rock and Forrest City, Arkansas.
Through these plants, the division contracts for the production
of both public and proprietary brands of seed which is cleaned,
processed and bagged at the plants following harvest.
Feed
The Feed Division is a basic manufacturer of livestock,
aquaculture, horse and pet feeds. A wide variety of specialized
formulas are provided to meet the various needs of the dairy,
livestock, catfish, horse and pet industries. The division
operates six feed mills located in North Little Rock and
Fayetteville, Arkansas; Shreveport, Louisiana; and Lumberton,
Greenville and Macon, Mississippi.
Animal Health
The Animal Health Division is responsible for the marketing and
distribution of a full line of livestock pharmaceuticals and
related products for the care of livestock. This division
compliments the Feed Division by providing health related
products to the same customers using livestock, aquaculture,
horse and pet feeds.
Warehouse and Transportation
The Warehouse and Transportation Division operates the
primary product distribution center located in North Little
Rock, Arkansas. This division is responsible for the
warehousing and delivery of SF Services, Inc.'s products
sold to its customers. The division maintains a fleet of
truck tractors and trailers for its delivery function.
Field Services
The Field Services Division includes the departments of
Field Sales and Communications. The Field Sales department
promotes SF Services, Inc.'s programs and product lines
at the local store level. This department emphasizes
expansion of the SF Services, Inc.'s market area and
prepares and presents information to educate local
cooperatives in a variety of areas including products
and practices, cooperative development and member services.
The Communications department includes the functions of
member and public relations, advertising coordination and
program development. The advertising coordination function
provides direct support to the member cooperatives when
<PAGE>
requested. This support includes ad slicks, mail stuffers,
and other advertising material. The member and public
relations function is responsible for the planning and
coordination of all SF Services, Inc.'s meetings held for
the local cooperatives. This includes the SF Services,
Inc.'s annual meeting, the summer cooperative managers'
meeting and the annual product shows. This division also
represents SF Services, Inc. and the local member
cooperatives in the development, promotion and coordination
of state and regional cooperative activities.
Corporate Services; Information Services; Credit and
Financial Analysis; and General Corporate
These divisions encompass a variety of functions which are
primarily administrative in nature. The functions include
finance, accounting, credit, strategic planning, facility and
property management, risk management, employee benefits
administration, and management support.
The Corporate Services Division also administers the
SF Services, Inc.'s health plan and 401(k) retirement
plan. These are multi-employer plans in which many of the
local member cooperatives participate. The division's risk
management group is responsible for placing and servicing
liability and casualty insurance for SF Services, Inc. and
for many of the local member cooperatives.
Technical Services
Technical Services is responsible for research.
Research may be either exploratory or for the scientific
procurement of information. This department is responsible
for the development and administration of the Technical
Assistance Joint Venture Program and Tech Service program.
These programs encompass agronomic and economic recommendations
to be used by local cooperatives and membership and
coordination of marketing planning for both regional and local
cooperative management. In addition, the department
administers and disseminates information regarding government
regulatory agencies relating to environmental matters,
OSHA and the Department of Transportation as may be applied
to the operations of SF Services, Inc. and member cooperatives.
Assistance is given to testing and remediation of
environmental problems when required.
Catfish Processing and Marketing
Catfish processing and marketing is located in Eudora,
Arkansas. Live catfish for processing are purchased
from local farmer producers located in Arkansas,
Mississippi and Louisiana. Approximately 32.3 million
pounds of live fish are purchased annually at a conversion
rate of about 45.4% yield resulting in approximately 14.8
<PAGE>
million pounds of finished product. Sales consist of frozen
and fresh ice pack whole and fillet product with about 60%
frozen and 40% fresh. Primarily sales are made through
brokers to restaurant and grocery concerns.
ITEM 2: PROPERTIES
The principal offices of SF Services, Inc. are located in
North Little Rock, Arkansas. SF Services, Inc.'s other
facilities can be divided into two categories - distribution
and processing. The major distribution warehouse in North
Little Rock, Arkansas is on a concrete tilt-up slab
construction (280,000 square feet). This centralized
distribution warehouse serves SF Services Inc.'s Chemical;
Farm Supply; TBA; Feed; Animal Health; and Seed divisions.
The North Little Rock warehouse is supported by in-season
product storage warehouses at Blytheville, Arkansas; Forrest
City, Arkansas; Bunkie, Louisiana (a leased facility);
Evergreen, Louisiana; and Greenwood, Mississippi.
These metal warehouses are placed for quick product movement
and could handle up to 50% more product in season.
The Fertilizer Division distributes dry fertilizer products
from two warehouses in North Little Rock and one warehouse
in Jonesboro, Arkansas, which have combined storage capacities
of approximately 80,000 tons. These wood and treated metal
warehouses provide off-season and in-season storage. In
addition, approximately 50,000 tons of liquid fertilizer
is distributed through equipment owned by the Company at six
locations throughout Arkansas, Mississippi, and Louisiana,
and approximately 55,000 tons through eleven leased facilities
located in Arkansas, Louisiana, Mississippi, and Texas. The
fertilizer bagging facility in the North Little Rock, Arkansas
warehouse can increase its production to supply additional
demand. All distribution warehouses are kept in good operating
condition with an ongoing repair and maintenance program.
During 1995 the Company purchased property in Memphis, Tennessee
and Greenville, Mississippi. These properties are being used
to construct fertilizer terminal facilities on the Mississippi
River. Construction at the Memphis terminal (storage capacity
51,500 tons) is expected to be complete in May 1997 and the
Greenville terminal (storage capacity 43,000 tons) is expected
to be complete in February 1997.
SF Services, Inc. operates six feed processing plants located
in North Little Rock, Arkansas (80,000 tons at 100% capacity);
Fayetteville, Arkansas (70,000 tons at 35% capacity);
Shreveport, Louisiana (70,000 tons at 78% capacity); Macon,
Mississippi (110,000 tons at 100% capacity); Lumberton,
Mississippi (100,000 tons at 100% capacity) and Greenville,
Mississippi (90,000 tons at 84% capacity). The facilities
at Fayetteville, Arkansas; Shreveport, Louisiana; Lumberton,
<PAGE>
Mississippi; and Greenville, Mississippi are concrete mills,
and the ones at North Little Rock, Arkansas; and Macon,
Mississippi are of steel construction. All mills are in good
operating condition and are capable of running 100% of
capacity without materially changing or adding additional
equipment.
During the year ended October 31, 1996, the Seed Division
operated two seed plants located in North Little Rock and
Forrest City, Arkansas. Each plant has up-to-date cleaning
equipment with adequate bulk and flat storage. The production
capacity of the North Little Rock, Arkansas plant is 160,000
bushels and the capacity of the Forrest City, Arkansas plant
is 650,000 bushels. The seed plant at North Little Rock,
Arkansas operated on an as needed basis with nominal
production for the fiscal year ended October 31, 1996. The
production of the Forrest City plant ran at 100% of capacity.
SF Services, Inc. acquired a manually operated catfish
processing plant in December, 1992 located in Eudora,
Arkansas. The facility is constructed of concrete foundation
and flooring with a metal building having offices, processing
area, ice pack cooler storage and freezer storage. Following
the acquisition, the plant was upgraded to an automated
operation through the addition of automated processing
equipment and the installation of an ammonia freezing system
and expanded freezer storage. The operating capacity of the
Eudora Facility is 40 million live weight pounds annually using
the current freezing and storage facility.
SF Services, Inc. has numerous other miscellaneous properties
which are leased to member cooperatives, subsidiaries, and
unrelated third parties, as well as several tracts of
undeveloped land. Some of the properties are used in subsidiary
operations, some are used by member cooperatives, and others
were acquired through foreclosures.
A listing of the locations of such properties by state and
town follows:
Louisiana Mississippi Arkansas
- ------------ -------------------------- ----------
Evergreen Brookhaven New Albany Wynne
Eunice Canton Raymond Stuttgart
Winnsboro Ellisville Popularville Augusta
Minden Hattiesburg Collins El Dorado
Iowa Natchez Wiggins
Mer Rouge Belden Madison
Moreauville Inverness Vicksburg
Farmerville
All of the facilities and properties listed in the above table
are held in fee by SF Services, Inc.
<PAGE>
SF Services, Inc. believes that its facilities and properties
are adequate for its current needs and for any anticipated
future needs.
ITEM 3: LEGAL PROCEEDINGS
None
ITEM 4: SUBMISSION OF MATTERS TO A VOTE AND SECURITY
HOLDERS
No matters were submitted to a vote of security holders
during the fourth quarter of the fiscal year covered by this
report.
PART II
ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
No market exists for trading of shares of SF Services,
Inc.'s common stock. SF Services, Inc.'s common stock
cannot be transferred by the holders thereof without prior
approval of the Board of Directors and then only to persons
meeting the requirements to be a shareholder as specified in
the bylaws. No dividends may be paid on SF Services, Inc.'s
common stock.
The number of shareholders of record for SF Services, Inc.'s
common stock as of January 24, 1997 was 125.
ITEM 6: SELECTED FINANCIAL DATA
The following is a summary of selected historical financial
data of SF Services, Inc. as of and for the years ended October
31, 1996, 1995, 1994, 1993 and 1992. The financial data has
been derived from the "Consolidated Financial Statements of
SF Services, Inc.", which have been audited by Baird, Kurtz &
Dobson, independent certified public accountants.
The financial data should be read in conjunction with the
"Consolidated Financial Statements and Footnotes" included
elsewhere herein. Particular attention is directed to
Footnote "Acquisitions."
<PAGE>
Year Ended Year Ended Year Ended Year Ended Year Ended
October 31, October 31, October 31, October 31, October 31,
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
(Thousand Dollars)
NET SALES $590,480 $530,821 $439,171 $382,545 $358,075
SAVINGS
(LOSS)
BEFORE
EXTRA-
ORDINARY
ITEM $ 2,572 $ 2,703 $ 3,954 $ 2,263 $ 3,651
AT PERIOD END:
TOTAL
ASSETS $192,622 $199,662 $159,527 $143,777 $134,529
LONG-TERM
NOTES
PAYABLE,
NET OF
CURRENT
MATURITIES $ 22,309 $ 19,843 $ 27,805 $ 30,986 $ 30,242
TOTAL
LONG-TERM
OBLIGATIONS $ 22,477 $ 20,072 $ 29,437 $ 32,221 $ 31,762
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The primary products sold by SF Services, Inc., include
processed catfish, farm supply products, animal and fish
feeds, agricultural fertilizers, seeds and chemicals, and
petroleum products. These products are sold primarily to
125 local cooperative retail stores serving the individual
farmer producer, and other non-member customers. Weather,
federal farm programs, and commodity prices impact the
unit demand for the products sold by SF Services, Inc.
Primarily the seed, fertilizer, chemical and animal feed
divisions may be impacted by seasonal changes, as well
as variations in ingredient prices which create changes
in the dollar volume of sales. SF Services, Inc.'s
business cycle is highly seasonal and can be advanced
or delayed by wet, dry, hot, or cold weather conditions.
Total 1996 sales increased approximately 11.2% over the
previous year. Increased sales were realized in Feed,
<PAGE>
Fertilizer, Seed, and Petroleum, while decreases in sales
were realized in Animal Health, Farm and Ranch, Chemicals,
TBA, and Catfish Processing. Further analysis of
departmental sales is included under the comparative
analysis between fiscal years which follows.
Cost of sales were 94.2% of sales in 1996 compared to 94.3%
in the previous year. Further analysis of cost of sales
by department is included under the comparative analysis
between fiscal years which follows.
As a result of the factors described in the two preceding
paragraphs, gross profit for the year ended October 31,
1996 increased approximately $4.4 million (14%). Further
analysis of gross profit is included under the comparative
analysis between fiscal years which follows.
Other operating revenue increased approximately 260% over
the previous year. This increase was due to additional
service income generated by the retail locations due to
increased business activities, additional revenue generated
by the finance subsidiary, and increased revenue generated
by moving more product through the Company's facilities.
Net savings decreased $131,102 (5%). This decrease was
due primarily to increased operating expenses and increased
income tax expense, offset by the gain on sales of MCC stock.
On August 22, 1994, Mississippi Chemical Corporation ("MCC"),
formerly a Cooperative, became a public entity and the
Company's investment in common stock and allocated equities
of MCC were converted to common stock in the new entity.
Effective July 1, 1994, the Company ceased to receive
patronage refunds from MCC on business done with MCC
subsequent to July 1, 1994.
During 1996, the Company sold 1,525,720 shares of MCC stock.
The sales resulted in a gain of $17,863,024 on proceeds of
$34,027,573.
Subsequent Events
On December 31, 1996, the Company purchased the assets of
Matthews of Monette, Inc., a wholesale and retail fuel
business located in Arkansas, for approximately $9.4
million. This acquisition is expected to add approximately
$45 million in annual sales to the Company. The new
operation will be operated under the name "Northeast
Arkansas Oil Company, LLC", a newly formed, wholly-owned
subsidiary.
<PAGE>
Comparative Analysis of the Fiscal Year Ended October 31, 1996
to the Fiscal Year Ended October 31, 1995
Net sales for the fiscal year ended October 31, 1996
increased approximately 11.2% over the prior year. This
increase was attributable to the following factors:
Farm and Ranch sales decreased approximately 8% due to the
severe decline in the price of beef cattle, which caused
producers to reduce their purchases. Gross margin
increased to 9.4% of sales compared to 9.1% in the prior
year. This increase was mainly due to better purchasing
and product positioning.
Feed sales increased approximately 27% over the previous year
due primarily to increased feed prices caused by the higher
cost of ingredients. Total tons sold increased approximately
25,000 tons (5.6%) due to a gain in market share. Gross
margin decreased approximately $926,000 due to higher
ingredient costs which were not passed on to the customer.
Animal Health sales decreased approximately 4% due to
the lower livestock prices, which caused producers to reduce
their purchases. The lower live stock prices also caused
significant liquidation of cow/calf units in the trade area.
Gross margin as a percent of sales decreased to 10.25% from
10.5% in the previous year. This decrease was due to
competitive pressure for the fewer livestock units in the
market.
TBA sales decreased approximately 3% due to the late passing
of the Farm Bill which caused producers to reduce purchases.
The decrease was also caused by some loss of market share due
to strong competitive pricing from tire manufacturers. Gross
margin as a percent of sales remained approximately the same
as experienced in the previous year.
Petroleum sales increased approximately 86%. This increase
was due to a gain in market share which was lost in previous
years because of competitive pricing and a lack of sufficient
transportation. Also, sales of diesel fuel used in irrigation
wells realized a strong increase due to the dry summer
weather. Total gallons sold increased approximately 65% to
115 million gallons. Gross margin as a percent of sales
decreased to 2.0% from 2.7% in the previous year. This
decrease was due to changes in suppliers' volume rebate
purchase programs.
Fertilizer sales increased approximately 7% due to a gain
in market share. Total tons sold increased approximately
104,000 tons (13%). Gross margin as a percent of sales was
5.1% compared to 2.6% in the previous year. This increase was
due to more favorable market conditions than were experienced
in the previous year. Also, more product was sold through
the Company's facilities, which generates more margin.
<PAGE>
Chemical sales decreased approximately 11% due to changes in
cropping patterns in the trade area. More corn acres were
planted at the expense of cotton, which requires more
chemical applications. Gross margin as a percent of sales
increased to 6.3% from 5.9% in the previous year. This
increase was due to an effort to increase margins to offset
the decline in sales volume.
Seed sales increased approximately 21% because of cotton being
replaced by corn, which has a higher unit value than cotton.
Also, sales of soybean and wheat seed increased. Gross margin
as a percent of sales increased to 10.0% from 9.1% in the
previous year. This increase was due to increased
proprietary seed sales, which carry a higher margin than
public variety products. The introduction of biotechnology
seed products also provided the opportunity to increase
margins.
Processed catfish sales decreased approximately 3% due to
lower processing levels caused by a lack of quality fish
available for processing. Gross margin decreased
approximately $2.1 million due to higher live fish cost
caused by the inadequate supply of quality fish, and a
higher per unit processing cost caused by the inefficiency
of lower processing levels.
Operating expenses increased approximately 47.5% over the
previous year. This increase was due to the following
factors: (1) increased expenses of the retail group due
to new locations ($826,000), and increased business activity
($1.2 million), (2) increased information services costs
associated with the implementation of a new computer system
($1.1 million), (3) increased costs associated with the new
fertilizer terminal operations ($1.1 million), (4) increased
costs associated with additional petroleum transportation
operations ($487,000), (5) the addition of the new office
building ($273,000), and (6) the asset value adjustments
($5.5 million).
During 1996, the Company recognized expenses of approximately
$5.0 million to reduce the carrying value of the Eudora,
Arkansas catfish processing plant and the Greenville,
Mississippi feed mill, the values of which have been impaired
due to continued losses resulting from excessive operating
costs. Also, during 1996 the Company recognized expenses of
approximately $516,000 to reduce the carrying value of various
abandoned properties. The amount of the impairments were
estimated based on appraisals performed during the year and
expected future cash flows. These estimates could change
materially in the future.
<PAGE>
Comparative Analysis of the Fiscal Year Ended October 31, 1995
to the Fiscal Year Ended October 31, 1994
Net sales for the fiscal year ended October 31, 1995
increased approximately 20.9% over the prior year. This
increase was attributable to the following factors:
Farm and Ranch sales increased approximately 13% due to
gaining additional business with existing accounts and the
establishment of new accounts in the Texas, Oklahoma, and
Kansas regions. Gross margins increased due to economies
gained from more business in certain groups, primarily
fencing and livestock feeding and handling equipment.
Feed sales increased approximately 2.4% over the previous
year due primarily to an increase in catfish feed usage.
Feed sales increased by approximately 30,000 tons over the
previous year. Gross margin increased approximately 6.4% due
to favorable price positions for ingredients purchased.
Animal Health sales increased approximately 3% due to
aggressive sales programs by manufacturer's and the Company's
sales force. Gross margins increased due to meeting
manufacturer's rebate goals resulting in lower product cost.
TBA sales increased approximately 24% because of the DPF
merger and an increase in market share due to advanced
forecasting programs. Gross margins increased approximately
26% due to achieving higher rebate levels with most suppliers.
Petroleum sales increased approximately 3% due to the DPF
merger and a strong sales program which helped the Company
gain market share. Total petroleum sales increased
approximately 764,000 gallons. Gross margin increased due to
higher volume rebate programs from refinery suppliers.
Fertilizer sales increased 34% due to the DPF merger and
increased sales to non-member accounts. Fertilizer sales
increased approximately 183,000 tons over the previous year.
Gross margin decreased due to the loss of MCC patronage
rebates and losses on fertilizer sales due to unfavorable
market prices following an anticipated shortage of nitrogen
products.
Chemical sales increased approximately 36% due to the DPF
merger and gaining additional business with established
accounts. Gross margins increased due to higher dealer
commissions received based on higher volume.
Seed sales increased approximately 8% due mainly to the
DPF merger. Gross margin as a percent of sales decreased
because of fewer acres planted in corn, a higher gross
margin product compared to cotton, rice, and soybeans.
<PAGE>
Processed catfish sales increased approximately 24% due to
a higher demand for processed catfish combined with a higher
price per pound. Gross margin decreased due to the higher
cost of live fish.
Operating expenses increased approximately 22% over the
previous year. This increase was due to the following
factors: (1) additional costs associated with the DPF
merger ($2,500,000), (2) increased expenses of the retail
group due to increased business activity ($677,000), (3)
higher expenses at the catfish processing facilities due
to higher production levels ($156,000), and (4) a combination
of miscellaneous other costs necessary to service the rapid
growth in sales ($2,150,000).
Interest expense increased 50.4% over the previous year.
Increases in sales, inventories, accounts receivable, and
capital expenditures resulted in the need for higher
seasonal borrowing on the Company's loan with CoBank, ACB
("CoBank").
Liquidity and Capital Resources
Cash used in operating activities was approximately $27.1
million in 1996 compared to approximately $22.4 million
used in the previous year. This increase was due primarily
to lower operating profits and increased inventories, primarily
fertilizer. Cash provided by investing activities was
approximately $23 million in 1996 compared to approximately
$7.7 million in the prior year. This increase was due
to the sale of the investment in MCC, partially offset
by the purchase of additional property and equipment.
Cash provided by financing activities was approximately
$6.6 million in 1996 compared to approximately $14.2
million in the previous year. This decrease was due to a
lower increase in debt than was required in the previous year.
During 1996, the Company sold 1,525,720 shares of MCC stock
resulting in a gain of $17,863,024 on proceeds of
$34,027,573. Proceeds from the stock sales were used to
pay down the seasonal and term debt.
On January 31, 1996 the Company purchased substantially all
of the assets of Farmers Service (AAL), Sumner, Mississippi,
a member cooperative, for approximately $1.3 million. During
1995, Farmers Service had purchases of approximately $3.6
million from the Company.
The allowance for doubtful accounts increased to $950,000
from $294,814. Analysis of the current accounts and a
review of collection history does not indicate that losses
would be expected to exceed the current reserve balance.
<PAGE>
During 1996, the Company invested approximately $10.4 million
in additional fixed assets, including $4.4 million at the
Greenville, Mississippi and Memphis, Tennessee fertilizer
terminals, and $2.7 million for a new computer system and
operating software. In 1997, the Company expects to invest
an additional $2.1 million in the fertilizer terminals,
and an additional $1.2 million for the computer system.
Approximately $2.5 million of capital expenditures for the
replacement of depreciated assets are expected to be made
in the 1997 fiscal year.
The Company has recorded a deferred tax asset of $1,980,582
at the 1996 fiscal year end. The deferred tax asset is
recognized for the tax effects of differences between the
financial statement and tax basis of assets and liabilities
related to non-patronage income. The deferred tax asset
includes a $500,000 valuation allowance. A valuation
allowance is established to reduce the deferred tax asset
if it is more likely than not that a deferred tax asset will
be realized. In setting the valuation allowance for
realization of deferred tax assets, management uses a tax
planning strategy that recognizes the benefits of
impairment losses deductible in the future based on
available refunds of previously paid tax.
Historically, most of SF Services, Inc.'s financing has been
with CoBank. CoBank has provided the Company with an $80
million seasonal line of credit , of which approximately $65.6
million was used at October 31, 1996. The Company also
has $22,677,750 in term loans with CoBank with annual payments
of $2,557,250. During 1996, the Company obtained a formal
waiver from CoBank with respect to covenant violations
concerning the current ratio. The Company is currently
negotiating with CoBank to provide an additional $9.4 million
in term loans to finance the acquisition of Matthews of
Monette, Inc. and the Company's other capital projects. With
the addition of the Matthews of Monette, Inc. acquisition,
the Company has completed its expansion plans and will concentrate
on the profitability of existing operations. Management believes
that the current line of credit will provide sufficient liquidity
for current and future operating levels.
<PAGE>
ITEM 8: FINANCIAL STATEMENTS
Independent Accountants' Report
Board of Directors
SF Services, Inc.
North Little Rock, Arkansas
We have audited the accompanying consolidated balance sheets
of SF SERVICES, INC. as of October 31, 1996 and 1995, and the
related consolidated statements of income, changes in members'
equity and cash flows for each of the three years in the
period ended October 31, 1996 and the financial statement
schedule included in Item 14(a)(2). These financial statements
and schedule are the responsibility of the Cooperative's
management. Our responsibility is to express an opinion on
these financial statements and schedule 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 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 SF SERVICES, INC. as of October 31,
1996 and 1995, and the results of its operations and its cash
flows for each of the three years in the period ended October
31, 1996, in conformity with generally accepted accounting
principles. Also, In our opinion, the financial statement
schedule referred to above, when considered in relation to
the basic financial statements taken as a whole, present
fairly, in all material respects, the information required
to be included therein.
As discussed in Note 19 to the consolidated financial
statements, in 1996 the Cooperative adopted the provisions
of Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-lived Assets and for
Long-lived Assets to be Disposed Of ". The Cooperative, in
1994, adopted the provision of Statement of Financial
Accounting Standards No. 115 in accounting for its
marketable securities.
/s/ Baird, Kurtz, & Dobson
Little Rock, Arkansas
December 20, 1996
<PAGE>
CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 1996 AND 1995
ASSETS
1996 1995
------------ ------------
CURRENT ASSETS
Cash $ 3,214,419 $ 645,379
Marketable securities 34,176,546
Accounts receivable, less
allowance for doubtful
accounts; October 31, 1996 -
$950,000, October 31, 1995 -
$294,814 40,768,809 44,183,592
Accounts receivable - other 6,287,292 2,556,446
Note receivable - current portion 2,184,287 929,016
Inventories 84,215,934 67,277,893
Patronage distributions receivable 168,147 118,407
Deferred income taxes - current 834,738
Other 1,253,263 991,159
------------ ------------
Total Current Assets 138,926,889 150,878,438
------------ ------------
INVESTMENTS AND LONG-TERM
RECEIVABLES
Notes receivable 3,154,281 2,977,192
Investments in other cooperatives 12,974,801 11,662,378
Deferred income taxes - long term 1,145,844
------------ ------------
17,274,926 14,639,570
------------ ------------
PROPERTY AND EQUIPMENT, At Cost
Land and improvements 3,594,565 4,179,756
Buildings 19,236,628 22,573,718
Machinery and equipment 20,438,434 24,110,260
Automobiles and trucks 1,478,513 1,313,104
Furniture and fixtures 4,636,169 1,307,315
Construction in progress 8,269,079
------------ ------------
57,653,388 53,484,153
Less accumulated depreciation 21,996,709 20,007,598
------------ ------------
35,656,679 33,476,555
------------ ------------
OTHER ASSETS 763,565 667,326
------------ ------------
$192,622,059 $199,661,889
============ ============
<PAGE>
LIABILITIES AND MEMBERS' EQUITY
1996 1995
------------ ------------
CURRENT LIABILITIES
Note payable $ 65,582,931 $ 65,432,437
Interest payable 222,015 110,235
Debentures 1,342,009 1,383,209
Current maturities of
long-term debt 3,013,819 2,820,453
Accounts payable 29,094,690 23,261,092
Patronage distributions and
capital stock retirements
to be paid in cash 4,000,000
Deferred income taxes 8,368,554
Patrons' deposits 14,175,462 9,701,825
Accrued expenses 4,287,813 2,851,057
Income taxes payable 739,683 781,958
------------ ------------
Total Current Liabilities 118,458,422 118,710,820
------------ ------------
LONG-TERM DEBT 22,309,220 19,842,812
------------ ------------
OTHER LIABILITIES 168,200 229,406
------------ ------------
MEMBERS' EQUITY
Capital stock
Class "A" preferred 2,079,600 2,139,400
Class "B" convertible preferred 676,400 676,400
Common stock 125,000 127,000
Capital certificates 157,399 157,399
Unrealized gain on securities
reported at fair value, net
of tax of $6,956,151 in 1995 11,055,632
Retained earnings (deficit) 809,478 (1,631,647)
Allocated equities 47,838,340 48,354,667
------------ ------------
51,686,217 60,878,851
------------ ------------
$192,622,059 $199,661,889
============ ============
See Notes to Consolidated Financial Statements
<PAGE>
SF SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994
1996 1995 1994
------------ ------------ ------------
NET SALES $590,480,357 $530,820,976 $439,171,314
COST OF GOODS SOLD 556,030,450 500,731,715 410,099,611
------------ ------------ ------------
GROSS PROFIT 34,449,907 30,089,261 29,071,703
OTHER OPERATING REVENUE 1,957,519 542,926 432,671
------------ ------------ ------------
GROSS MARGIN AND OTHER
OPERATING REVENUE 36,407,426 30,632,187 29,504,374
OPERATING EXPENSES 44,458,673 30,131,789 24,648,408
------------ ------------ ------------
INCOME (LOSS) FROM
OPERATIONS (8,051,247) 500,398 4,855,966
------------ ------------ ------------
OTHER INCOME (EXPENSE)
Interest income 1,592,666 1,526,514 1,054,460
Interest expense (5,939,801) (6,396,350) (4,252,638)
Dividend income 123,154 530,037
Miscellaneous 662,240 146,070 257,603
Gain on sale of MCC stock 17,863,024 8,590,955 2,038,728
------------ ------------ ------------
14,301,283 4,397,226 (901,847)
------------ ------------ ------------
SAVINGS BEFORE INCOME TAXES 6,250,036 4,897,624 3,954,119
PROVISION FOR INCOME TAXES 3,677,875 2,194,361
------------ ------------ ------------
NET SAVINGS $ 2,572,161 $ 2,703,263 $ 3,954,119
============ ============ ============
NET SAVINGS APPLIED TO:
Allocated equities
Capital equity credits $ $ $ 4,215,923
Cash 1,699,111 1,870,253
------------ ------------ ------------
1,699,111 6,086,176
Retained earnings 2,572,161 1,004,152 (2,132,057)
------------ ------------ -------------
$ 2,572,161 $ 2,703,263 $ 3,954,119
============ ============ ============
See Notes to Consolidated Financial Statements
<PAGE>
SF SERVICES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY
YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994
Convertible
Preferred Preferred Preferred Preferred
Stock Stock Stock Stock
Class "A" Class "B" Class "C" Class "D"
---------- ---------- ----------- -----------
BALANCE,
OCTOBER 31, 1993 $ 2,189,300 $ 676,400 $ 1,780,861 $ 1,736,200
ISSUANCE OF STOCK
NET SAVINGS
CAPITAL EQUITY
CREDITS ISSUED
AS PATRONAGE
DISTRIBUTIONS
CAPITAL EQUITY
CREDITS PAID
RETIREMENT OF
COMMON STOCK
PREFERRED STOCK
DIVIDENDS
RETIREMENT OF
PREFERRED STOCK (1,780,861) (173,620)
OFFSET AGAINST
ACCOUNTS
RECEIVABLE
CHANGE IN
UNREALIZED
GAIN OR LOSSES
----------- ---------- ------------ -----------
BALANCE,
OCTOBER 31, 1994 2,189,300 676,400 -0- 1,562,580
----------- ---------- ----------- -----------
ISSUANCE OF STOCK
NET SAVINGS
<PAGE>
CAPITAL EQUITY
CREDITS ISSUED
AS PATRONAGE
DISTRIBUTIONS
MERGER WITH
DELTA
PURCHASING
FEDERATION (AAL)
CAPITAL EQUITY
CREDITS PAID
RETIREMENT OF
COMMON STOCK
PREFERRED STOCK
DIVIDENDS
RETIREMENT OF
PREFERRED STOCK (49,900) (1,562,580)
RETIREMENT OF
ALLOCATED
EQUITIES
CHANGE IN
UNREALIZED
GAIN OR LOSSES
----------- ----------- ---------- ----------
BALANCE,
OCTOBER 31, 1995 $ 2,139,400 $ 676,400 $ -0- $ -0-
----------- ----------- ---------- ----------
ISSUANCE OF STOCK
NET SAVINGS
RETIREMENT OF
COMMON STOCK
PREFERRED STOCK
DIVIDENDS
RETIREMENT OF
PREFERRED STOCK (59,800)
RETIREMENT OF
ALLOCATED
EQUITIES
OFFSET AGAINST
ACCOUNTS
RECEIVABLE
<PAGE>
CHANGE IN
UNREALIZED
GAIN OR LOSSES
BALANCE, ----------- ---------- ------------ ----------
OCTOBER 31, 1996 $ 2,079,600 $ 676,400 $ -0- $ -0-
=========== ========== ============ ==========
See Notes to Consolidated Financial Statements
SF SERVICES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Continued)
YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994
RETAINED
CAPITAL COMMON EARNINGS
CERTIFICATES STOCK (DEFICIT)
------------ ------------ ------------
BALANCE,
OCTOBER 31, 1993 $ 157,399 $ 127,000 $ (233,200)
ISSUANCE OF STOCK 2,000
NET SAVINGS 3,954,119
CAPITAL EQUITY
CREDITS ISSUED
AS PATRONAGE
DISTRIBUTIONS (6,086,176)
CAPITAL EQUITY
CREDITS PAID
RETIREMENT OF
COMMON STOCK (6,000)
PREFERRED STOCK
DIVIDENDS (136,521)
RETIREMENT OF
PREFERRED STOCK
OFFSET AGAINST
ACCOUNTS
RECEIVABLE
CHANGE IN
UNREALIZED
GAIN OR LOSSES
------------ ------------ ------------
<PAGE>
BALANCE,
OCTOBER 31, 1994 $ 157,399 $ 123,000 $ (2,501,778)
------------ ------------ ------------
ISSUANCE OF STOCK 7,000
NET SAVINGS 2,703,263
CAPITAL EQUITY
CREDITS ISSUED
AS PATRONAGE
DISTRIBUTIONS (1,699,111)
MERGER WITH
DELTA
PURCHASING
FEDERATION (AAL)
CAPITAL EQUITY
CREDITS PAID
RETIREMENT OF
COMMON STOCK (3,000)
PREFERRED STOCK
DIVIDENDS (134,021)
RETIREMENT OF
PREFERRED STOCK
RETIREMENT OF
ALLOCATED
EQUITIES
CHANGE IN
UNREALIZED
GAIN OR LOSSES
------------ ------------ ------------
BALANCE,
OCTOBER 31, 1995 $ 157,399 $ 127,000 $ (1,631,647)
------------ ------------ ------------
ISSUANCE OF STOCK 2,000
NET SAVINGS 2,572,161
RETIREMENT OF
COMMON STOCK (4,000)
PREFERRED STOCK
DIVIDENDS (131,036)
RETIREMENT OF
PREFERRED STOCK
<PAGE>
RETIREMENT OF
ALLOCATED
EQUITIES
OFFSET AGAINST
ACCOUNTS
RECEIVABLE
CHANGE IN
UNREALIZED
GAIN OR LOSSES
------------ ------------ ------------
BALANCE,
OCTOBER 31, 1996 $ 157,399 $ 125,000 $ 809,478
============ ============ ============
See Notes to Consolidated Financial Statements
SF SERVICES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Continued)
YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994
UNREALIZED
GAIN ON
SECURITIES
ALLOCATED REPORTED AT
EQUITIES FAIR VALUE TOTAL
------------ ------------ ------------
BALANCE,
OCTOBER 31, 1993 $ 41,277,575 $ -0- $ 47,711,535
ISSUANCE OF STOCK 2,000
NET SAVINGS 3,954,119
CAPITAL EQUITY
CREDITS ISSUED
AS PATRONAGE
DISTRIBUTIONS 6,086,176
CAPITAL EQUITY
CREDITS PAID (1,870,253) (1,870,253)
RETIREMENT OF
COMMON STOCK (6,000)
PREFERRED STOCK
DIVIDENDS (136,521)
<PAGE>
RETIREMENT OF
PREFERRED STOCK (1,954,481)
OFFSET AGAINST
ACCOUNTS
RECEIVABLE (447,286) (447,286)
CHANGE IN
UNREALIZED
GAIN OR LOSSES 8,936,166 8,936,166
BALANCE, ------------ ------------ ------------
OCTOBER 31, 1994 $ 45,046,212 $ 8,936,166 $ 56,189,279
------------ ------------ ------------
ISSUANCE OF STOCK 7,000
NET SAVINGS 2,703,263
CAPITAL EQUITY
CREDITS ISSUED
AS PATRONAGE
DISTRIBUTIONS 1,699,111
MERGER WITH
DELTA
PURCHASING
FEDERATION (AAL) 4,498,888 4,498,888
CAPITAL EQUITY
CREDITS PAID (1,699,111) (1,699,111)
RETIREMENT OF
COMMON STOCK (3,000)
PREFERRED STOCK
DIVIDENDS (134,021)
RETIREMENT OF
PREFERRED STOCK 1,110,456 (502,024)
RETIREMENT OF
ALLOCATED
EQUITIES (2,300,889) (2,300,889)
CHANGE IN
UNREALIZED
GAIN OR LOSSES 2,119,466 2,119,466
------------ ------------ ------------
BALANCE,
OCTOBER 31, 1995 $ 48,354,667 $ 11,055,632 $ 60,878,851
------------ ------------ ------------
ISSUANCE OF STOCK 2,000
NET SAVINGS 2,572,161
<PAGE>
RETIREMENT OF
COMMON STOCK (4,000)
PREFERRED STOCK
DIVIDENDS (131,036)
RETIREMENT OF
PREFERRED STOCK (59,800)
RETIREMENT OF
ALLOCATED
EQUITIES (418,836) (418,836)
OFFSET AGAINST
ACCOUNTS
RECEIVABLE (97,491) (97,491)
CHANGE IN
UNREALIZED
GAIN OR LOSSES (11,055,632) (11,055,632)
------------ ------------ ------------
BALANCE,
OCTOBER 31, 1996 $ 47,838,340 $ -0- $ 51,686,217
============ ============ ============
See Notes to Consolidated Financial Statements
SF SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net savings $ 2,572,161 $ 2,703,263 $ 3,954,119
Items not requiring
(providing) cash:
Depreciation and
amortization 2,239,498 2,951,534 2,514,779
Non-cash portion of
patronage dividends
received from
cooperatives (1,614,598) (1,284,542) (1,981,154)
(Gain) loss on sale
of fixed assets (67,348) (202,182) 36,291
Gain on sale of
investment (17,863,024) (8,590,955) (2,038,728)
Deferred income taxes (3,392,985) 1,412,403
<PAGE>
Writedown of fixed
assets for impairment 5,497,348
Changes in operating
assets and liabilities,
net of effects from
acquisition of Delta
Purchasing Federation
(AAL) assets:
Accounts payable 1,833,597 (2,580,816) 5,819,531
Accrued expenses 1,548,535 104,653 (1,085,774)
Accounts receivable 3,317,292 (6,979,362) (3,471,946)
Inventories (16,938,041) (11,918,494) (7,307,029)
Other current assets 570,208 1,329,734 124,780
Accounts receivable
- other (3,730,846) (903,365) 536,183
Due from broker 131,868 (57,028)
Patronage distributions
receivable (49,740) (11,349) (39,478)
Income taxes payable (42,275) 749,636
Other assets (928,551) 828,656 339,542
Other liabilities (61,206) (144,804) 397,159
------------ ------------ ------------
Net cash used in
operating activities (27,109,975) (22,404,122) (2,258,753)
------------ ------------ ------------
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of stock in
other cooperatives (1,200,050)
Purchase of property
and equipment (10,449,820) (13,465,151) (2,533,957)
Proceeds from sale
of property and
equipment 600,198 2,578,737 2,602,251
Net cash received in
the acquisition of
Delta Purchasing
Federation (AAL)
assets 977,428
Proceeds from investment
redemption and sale 34,329,962 18,455,358 10,208,374
Advances on notes
receivable (2,502,060) (1,371,933) (799,553)
Collections on notes
receivable 1,069,700 510,904 689,844
------------ ------------ ------------
Net cash provided by
investing activities 23,047,980 7,685,343 8,966,909
------------ ------------ ------------
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock 2,000 7,000 2,000
<PAGE>
Preferred stock
dividends (131,036) (134,021) (136,521)
Patronage dividends paid
and retirement of
preferred stock (59,800) (4,428,170) (691,401)
Repurchase of common
stock (4,000) (3,000) (6,000)
Retirement of allocated
equities (418,836)
Proceeds from
borrowings 191,317,056 197,981,565 135,244,378
Repayment of
borrowings (188,547,986) (176,528,060) (140,478,845)
Net change in
deposits 4,473,637 (2,714,022) (1,322)
------------ ------------ ------------
Net cash provided
by (used in) financing
activities 6,631,035 14,181,292 (6,067,711)
------------ ------------ ------------
NET INCREASE (DECREASE)
IN CASH AND
CASH EQUIVALENTS 2,569,040 (537,487) 640,445
CASH AND CASH
EQUIVALENTS, BEGINNING
OF YEAR 645,379 1,182,866 542,421
------------ ------------ ------------
CASH AND CASH
EQUIVALENTS,
END OF YEAR $ 3,214,419 $ 645,379 $ 1,182,866
============ ============ ============
See Notes to Consolidated Financial Statements
NOTE 1: NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Nature of Business
SF Services, Inc. and subsidiaries sell seed, feed, fertilizer,
chemicals, petroleum, lubricants, tires, batteries,
accessories, and farm supplies and provide related services
to members and patrons of the Cooperative and its subsidiaries.
One subsidiary processes and markets catfish purchased from
area producers.
The Cooperative and its subsidiaries sell to members, patrons
and wholesale entities in Alabama, Arkansas, Louisiana,
Kansas, Mississippi, Texas, Oklahoma and Missouri on an
unsecured credit basis.
<PAGE>
Principles of Consolidation
The consolidated financial statements include the accounts
of the Cooperative and its wholly-owned subsidiaries, AgGrow
Finance, Inc., SFA, Inc., SF Technical Services, Inc. and
Southern Farm Fish Processors, Inc. Included with SFA, Inc.,
are its wholly-owned subsidiaries SFA of Louisiana, Inc., and
SFA of Mississippi, Inc., which were formed on April 22, 1995
for retail operations in the respective states. All
significant intercompany accounts and transactions have been
eliminated in consolidation.
Inventories
Grains, seed and petroleum inventories are stated at the
lower of cost or market, weighted average method.
Realized and unrealized gains and losses on futures
contracts used to hedge these inventories are deferred until
the related inventories are sold, but are considered in the
lower of cost or market calculations. The Cooperative hedges
these particular inventories to the extent considered
practical for minimizing risk from market price fluctuations.
The remaining inventories are stated at the lower of cost or
market, weighted average method.
A summary of inventories follows:
1996 1995
------------ ------------
Purchased items held for resale $ 78,816,793 $ 60,443,652
Manufactured feed and
feed ingredients 3,174,337 2,859,315
Processed catfish 2,224,804 3,974,926
------------ ------------
$ 84,215,934 $ 67,277,893
============ ============
Property and Equipment
Depreciation is provided for primarily by the straight-line
method using the following estimated useful lives:
Useful Lives
------------
Buildings and improvements 5 - 33 years
Machinery and equipment 2 - 20 years
Automobiles and trucks 3 - 5 years
Furniture and fixtures 5 - 15 years
<PAGE>
Patrons' Equities
In accordance with its bylaws, the Cooperative allocates
net savings to its patrons, based on income determined for
financial reporting purposes, in cash, and certificates of
equity in proportions determined by its Board of Directors.
New members are issued one share of common stock. At any
time a member ceases to be active, such shares are redeemed
at par value.
The Cooperative capitalizes interest costs as a component of
construction in progress, based on the weighted average rates
paid for long-term borrowings. Total interest incurred (net
of patronage refunds) each year was:
1996 1995 1994
----------- ------------ -----------
Interest costs capitalized $ 479,943 $ $
Interest costs charged
to expense 5,939,801 6,396,350 4,252,638
----------- ------------ -----------
Total interest incurred $ 6,419,744 $ 6,396,350 $ 4,252,638
=========== =========== ===========
Income Taxes
The Cooperative, as a non-exempt cooperative, is taxed on
non-patronage margins and any patronage margins not paid or
allocated to patrons. Consistent with industry practice,
deferred income taxes are not provided for temporary tax
differences associated with patronage earnings. The
Cooperative's subsidiaries are not required to pay or
allocate margins to patrons and, therefore, are taxed on
applicable margins and are able to retain all tax benefits
related to losses to the extent such benefits are recoverable
from prior taxes paid.
Deferred tax liabilities and assets are recognized for the
tax effects of differences between the financial statement and
tax basis of assets and liabilities related to non-patronage
margins and unrealized gain on marketable securities. A
valuation allowance is established to reduce deferred tax
assets if it is more likely than not that a deferred tax
asset will not be realized.
Temporary tax differences relate principally to non-qualified
patronage distributions received from other cooperatives,
inventories, depreciation on property and equipment, valuation
of property and equipment, accrued expenses, and market value
over tax basis of marketable securities.
<PAGE>
Use of Estimates
The preparation of 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.
NOTE 2: ACCOUNTS RECEIVABLE - OTHER
Accounts receivable - other consisted of the following:
1996 1995
------------ ------------
Vendor rebates $ 2,322,396 $ 2,556,446
Other 1,855,896
Proceeds from new leases 2,109,000
------------ ------------
$ 6,287,292 $ 2,556,446
=========== ===========
NOTE 3: MARKETABLE SECURITIES
On August 22, 1994, Mississippi Chemical Corporation (MCC),
formerly a Cooperative, became a public entity and the
Cooperative's investment in common stock, and allocated
equities of MCC were converted to common stock in the new
entity (Note 13). The Cooperative sold its converted common
stock during the years ended October 31, 1996, 1995 and 1994
as follows:
1996 1995 1994
------------ ------------ ------------
Shares sold 1,525,720 875,000 598,000
============ ============ ============
Proceeds $ 34,027,573 $ 17,812,493 $ 8,340,990
============ ============ ============
Gain on sale $ 17,863,024 $ 8,590,955 $ 2,038,728
============ ============ ============
The average cost method was used to determine cost basis on
these sales.
The Company utilized the provisions of Statement of Financial
Accounting Standards No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" in accounting
for its investment in MCC stock. These securities were
classified as available-for-sale and carried at estimated
market value at October 31, 1995. The unrealized gain, net
of tax, was reported as a separate component of members'
equity. The Cooperative's cost basis and estimated market
value of MCC stock at October 31, 1995 was as follows:
<PAGE>
1995
------------
Estimated market value $ 34,176,548
Cost basis 16,164,765
------------
Unrealized gain $ 18,011,783
============
NOTE 4: ACCRUED EXPENSES
Accrued expenses consisted of the following at the
respective dates:
1996 1995
------------ ------------
Accrued taxes payable,
other than income taxes $ 1,368,468 $ 1,494,978
Accrued leave 1,365,115 1,089,809
Accrued payroll 757,222 177,693
Miscellaneous accruals 797,008 88,577
------------ ------------
$ 4,287,813 $ 2,851,057
============ ============
NOTE 5: INVESTMENTS IN OTHER COOPERATIVES
The Cooperative invests in other cooperatives with which
it does business. Investments in those other cooperatives,
as of the respective dates, were as follows:
1996 1995
------------ ------------
CoBank $ 7,705,494 $ 7,541,647
Farmland Industries, Inc. 2,491,005 1,516,005
Universal Cooperatives, Inc. 2,023,627 1,965,931
AG Processing 491,805 444,219
Other 262,870 194,576
------------ ------------
$ 12,974,801 $ 11,662,378
============ ============
These investments consist of common stock, at cost, and the
Cooperative's share of allocated equities. Allocated
equities are valued at face amount as determined by the
issuing entity and are redeemable by the entity at its
discretion at an amount determined annually. Patronage
refunds, which consist of cash and non-cash equity
allocations, are credited to cost of goods sold, with the
exception of patronage refunds from CoBank, which are
credited to interest expense.
<PAGE>
Patronage distributions from Mississippi Chemical Corporation,
which was a cooperative prior to August 22, 1994, for the year
ended October 31, 1994, was $2,919,051. SF Services, Inc.,
will not receive patronage dividends on business with MCC in
future periods.
The amount of allocated equities previously allocated to SF
Services, Inc., to be retired during 1995 and 1996 has been
included in patronage distributions receivable at October 31,
1996 and 1995.
NOTE 6: NOTE PAYABLE
1996 1995 1994
------------ ------------ ------------
Note payable CoBank $ 65,582,931 $ 65,432,437 $ 26,538,962
Interest rate 7.19% 7.64% 6.92%
Average during
the period* $ 57,366,013 $ 48,570,883 $ 31,975,156
Average interest rate
during the period* 6.87% 7.96% 6.26%
Maximum amount of
notes payable at
any month-end
during the period $ 71,169,873 $ 65,432,347 $ 46,085,291
*Weighted average interest rate is computed by dividing the
average monthly face amount of notes payable into the
aggregate related interest expense.
The Cooperative had a committed line-of-credit with CoBank
totaling $80,000,000 for the years ended October 31, 1996
and 1995. The line-of-credit is secured by substantially all
assets of the Cooperative. This line-of-credit bears interest
at a fluctuating rate based on the cost of money to CoBank.
NOTE 7: LONG-TERM DEBT
1996 1995
------------ ------------
Notes payable - CoBank (A) $ 22,182,750 $ 19,650,000
Notes payable - CoBank (B) 495,000 585,000
Notes payable - Municipal (C) 500,000 500,000
Notes payable - Finance Corporation (D) 100,000 100,000
Notes payable - Industrial Revenue
Bonds (E) 1,375,000 1,555,000
Notes payable - certificates of
indebtedness (F) 210,414 221,314
<PAGE>
Notes payable - Farmers Supply (G) 449,805
Notes payable - other 10,070 51,951
------------ ------------
25,323,039 22,663,265
Less current maturities 3,013,819 2,820,453
------------ ------------
$ 22,309,220 $ 19,842,812
============ ============
Aggregate annual maturities of long-term debt at October 31, 1996
are:
1997 3,013,819
1998 2,817,527
1999 2,822,230
2000 2,837,230
2001 2,852,230
Thereafter 10,980,003
------------
$ 25,323,039
============
(A) Due 1997 through 2004, with annual installments of
$2,467,250 plus interest at fluctuating rates based on
the cost of money to CoBank (average rate of 8.04% at
October 31, 1996); secured by substantially all assets
of the Cooperative. The agreement requires maintenance
of $20,000,000 working capital, a maximum ratio of CoBank
term debt to the value of Mississippi Chemical Stock
owned, plus the net book value of assets owned of not
more than 60%, a current ratio of 1.2% and requires
CoBank approval if distributions to members exceed 50%
of patronage based income or the Cooperative retires
greater than $60,000 of preferred stock in any fiscal
year. A formal waiver of the current ratio was obtained
for 1996 and a formal waiver was obtained during 1995 on
payment of patronage distributions, retirement of allocated
equities and retirement of preferred stock. The agreement
requires the Cooperative to invest in stock of CoBank in
amounts determined by the bank.
(B) Due 1996 through 2002 at $7,500 monthly plus interest at
8.25% at October 31, 1996, and 8.75% at October 31, 1995;
cross-collateralized with (A) above.
(C) Due at various times through 2002; interest at 7%;
maturities of principal are based on Southern Farm Fish
Processors, Inc., obtaining various equity and working
capital levels; secured by property and equipment.
(D) Due at various times through 2002; interest at 6%;
maturities of principal are based on Southern Farm
Processors, Inc., obtaining various equity and working
capital levels; secured by property and equipment.
<PAGE>
(E) Due 1997 through 2002 with annual installments of
principal plus interest at rates of 6% to 6.5%; secured
by property and equipment.
(F) Due 1996 with annual installments of principal plus
interest at interest rates of 8% and 10%; unsecured.
(G) Due in annual installments of $44,980 including interest,
uncollateralized.
The Cooperative paid interest, net of patronage refunds and
interest capitalized, of $6,307,994 for the year ended October
31, 1996, $6,629,921 for the year ended October 31, 1995, and
$3,829,186 for the year ended October 31, 1994.
NOTE 8: DEBENTURES
The outstanding debentures have maturities ranging from 1996
through 1998. Interest rates vary from 7% to 12%.
1996 1995
------------ ------------
Debentures $ 1,348,409 $ 1,395,409
Less current maturities 1,342,009 1,383,209
------------ ------------
Included in other liabilities $ 6,400 $ 12,200
============ ============
Aggregate annual maturities of debentures at October 31, 1996
are:
1998 $ 6,400
============
NOTE 9: INCOME TAXES
The provision for income taxes includes these components:
1996 1995 1994
------------ ------------ ------------
Taxes currently payable $ 7,070,860 $ 781,958 $ -0-
Deferred income taxes (3,392,985) 1,412,403 -0-
------------ ------------ ------------
$ 3,677,875 $ 2,194,361 $ -0-
============ ============ ============
<PAGE>
The tax effects of temporary differences related to deferred taxes
shown on the balance sheet at October 31, 1996 and 1995 were:
1996 1995
------------ ------------
Deferred tax assets:
Allowance for doubtful accounts $ 210,915 $ 26,477
Inventory capitalization 372,178 284,300
Accrued expenses not deductible until paid 295,722 201,231
Alternative minimum tax credit 425,330
Net operating loss carryforward 8,306
Writedown of fixed assets 1,971,917
------------ ------------
2,850,732 945,644
Deferred tax liabilities:
Estimated market value over tax
basis of marketable securities 9,260,235
Accumulated depreciation 370,150 53,963
------------ ------------
370,150 9,314,198
------------ ------------
Net deferred tax asset (liability)
before valuation allowance $ 2,480,582 (8,368,554)
============ ============
Valuation allowance:
(Increase) during the year (500,000)
------------ ------------
Ending balance (500,000) -0-
------------ ------------
Net deferred tax asset (liability) $ 1,980,582 $ (8,368,554)
============ ============
The above net deferred tax asset (liability) is presented on
the balance sheets as follows:
1996 1995
------------ ------------
Deferred tax asset - current $ 834,738
Deferred tax asset - long term 1,145,844
Deferred tax liability - current $ (8,368,554)
------------ ------------
$ 1,980,582 $ (8,368,554)
============ ============
<PAGE>
A reconciliation of income tax expense at the statutory rate
to income tax expense at the Company's effective rate is shown
below:
1996 1995 1994
------------ ------------ ------------
Expected provision (34%) $ 2,085,810 $ 1,665,192 $ 1,344,400
Tax effect of net
savings (loss) applied
to allocated equities 355,086 (577,698) (2,069,300)
Excess of benefits of
allocated equity over
taxable income 446,535 724,900
State income taxes 736,979 660,332
Change in deferred tax
asset valuation allowance 500,000
------------ ------------ ------------
$ 3,677,875 $ 2,194,361 $ -0-
============ ============ ============
The Cooperative paid income taxes of $7,431,000 and $32,322
for the years ended October 31, 1996 and 1995, respectively.
For the year ended October 31, 1994, the Cooperative received
an income tax refund of $365,942.
As of October 31, 1996, the Cooperative had approximately
$200,000 of alternative minimum tax credits available to
offset future patronage based federal income taxes. The
Cooperative also has unused patronage operating loss
carryforwards of approximately $1,090,000 which will
expire 2011.
Deferred income taxes related to change in realized
appreciation or available-for-sale securities, shown in
members' equity, was $9,260,535 for 1995.
In setting the valuation allowance for realization of
deferred tax assets, management uses a tax planning
strategy that recognizes the benefits of impairment losses
deductible in the future based on available refunds of
previously paid tax.
NOTE 10: BENEFIT PLANS
The Cooperative adopted a combination salary deferral/profit-
sharing defined contribution plan effective August 1, 1989.
The plan covers substantially all full-time employees aged
twenty-one or older with at least one year of service.
Participants must contribute a minimum of 2% of their
compensation and may contribute up to the maximum
permitted by applicable regulations. The Cooperative will
match employee contributions up to a maximum of 4% of the
<PAGE>
participants' compensation. The matching percentage and
additional profit-sharing contributions are determined on a
discretionary basis by the Board of Directors. Participant
interests in matching contributions are vested over a five-year
period. The Cooperative contributed $484,282, $ 683,158, and
$524,684 to the plan during the years ended October 31, 1996,
1995 and 1994, respectively.
The Cooperative and its member cooperatives adopted a
non-qualified defined contribution plan for managers of the
member cooperatives. The amount of annual contribution to the
plan for each participant is based on member cooperatives'
purchases and the profitability of SF Services, Inc. The
participants begin vesting after 14 years of service to the
member cooperative and are 100% vested after 19 years. The
Cooperative incurred expenses of $241,898 and $120,382 related
to this plan for the years ended October 31, 1996 and 1995,
respectively.
NOTE 11: RELATED PARTY TRANSACTIONS
The Cooperative owned 7% and 10% of the outstanding stock of
Mississippi Chemical Corporation (MCC) at October 31, 1995 and
1994 and the President of the Cooperative during those years
was a director of MCC. Following are the material transactions
with MCC for the respective periods:
1995 1994
------------ ------------
Fertilizer purchases $ 32,587,243 $ 34,713,124
============ ============
Patronage distributions $ -0- $ 2,919,051
============ ============
Distribution fee income $ -0- $ 781,228
============ ============
MCC paid the Cooperative dividends of $123,154 in 1996 and
$530,037 during 1995. Accounts payable to MCC for fertilizer
purchases were $1,495,936 at October 31, 1995.
During 1994, the Cooperative bought and sold 24,001 shares
of MCC Potash stock. No gain or loss was recognized on these
transactions.
On November 7, 1994, the Cooperative purchased a fertilizer
storage facility from MCC for $340,000.
<PAGE>
NOTE 12: LEASES
Noncancellable operating leases for feed mill buildings and
equipment, other machinery and equipment and trucks expire
in various years through 2002. These leases generally
contain renewal options for periods ranging from one to five
years and require the Cooperative to pay all executory costs
(property taxes, maintenance and insurance).
Future minimum lease payments at October 31, 1996, were:
1997 $ 3,642,169
1998 3,296,173
1999 2,505,420
2000 1,070,126
2001 409,108
Later years 131,434
============
Future minimum lease payments $ 11,054,430
Rental expense for all operating leases amounted to
the following:
1996 1995 1994
------------ ------------ ------------
$ 4,574,356 $ 4,208,848 $ 4,120,475
============ ============ ============
NOTE 13: ACQUISITION
On December 1, 1994, the Cooperative acquired all the assets
of and assumed all liabilities of Delta Purchasing Federation
(AAL) ("DPF") as follows.
Current assets $ 14,421,424
Other assets 3,490,231
------------
17,911,655
============
Current liabilities 11,814,255
Other liabilities 1,598,512
------------
13,412,767
------------
Equities allocated $ 4,498,888
============
<PAGE>
The total consideration delivered to DPF shareholders was
equity interest of $4,489,789, or $500,000 in addition to the
net assets received as carried by DPF before the transaction.
The acquisition has been accounted for as a purchase by
recording the assets and liabilities of DPF at estimated fair
value at the acquisition date. The consolidated operations
of the Cooperative include the operations of DPF from the
acquisition date. Unaudited proforma consolidated operations
assuming the purchase was made November 1, 1993 are shown below
for the year ended October 31, 1994.
Net Sales $484,600,030
============
Net Savings $ 5,113,126
============
NOTE 14: CAPITAL STOCK
Liquidation
and Shares
Authorized Redemption Issued and
Class of Stock Shares Par Value Preference Outstanding
-------------- ---------- --------- ------------ -----------
Class "A"
preferred (1) 150,000 $ 1 $ 100 10,796
Class "B"
convertible
preferred (2) 15,000 $ 1 $ 100 6,764
Common 500 $1,000 125
(1) Non-voting; non-cumulative dividends not to exceed 8 1/2% of
liquidation and redemption preference if earned and when
declared by the Board of Directors with preference over
any other dividend or distributions declared in any year.
(2) Non-voting; non-cumulative dividends not to exceed 4% of
liquidation and redemption preference if earned and when
declared by the Board of Directors with preference over
any other dividend, except Class A preferred stock, or
distributions declared in any year. At the discretion of
the Board of Directors, the Class B preferred stock shall
become convertible, at the option of the holder, at its
liquidation and redemption preference value into equity
certificates.
<PAGE>
Capital certificates may be surrendered upon termination of
membership or expiration of ten years from the date of the
certificate, whichever event shall be last to occur, for
Class A Preferred Stock with a liquidation and redemption
preference equal to the stated amount of the capital
certificate. The certificates are subordinate to all debt
and have no voting rights.
NOTE 15: NOTES RECEIVABLE
The Cooperative has provided long-term financing to certain
members by transferring amounts owed by the members for
purchases to long-term notes receivable pursuant to agreements
with CoBank wherein CoBank provides seasonal financing directly
to such members.
NOTE 16: BUSINESS SEGMENTS
The Cooperative operates in two industries (1) distribution
of seed, feed, fertilizer, chemicals, petroleum, lubricants,
tires, batteries, accessories, farm supplies and related
services and (2) catfish processing and sales. Sales between
segments are not material. Net sales, operating income,
identifiable assets, capital expenditures, and depreciation
are as follows:
Distribution Catfish
October 31, 1996 Activities Processing Total
- ---------------- ------------ ------------ ------------
Net sales $553,856,134 $ 36,624,223 $590,480,357
Operating (loss) $ (2,268,125) $ (5,783,122) $ (8,051,247)
Identifiable assets $183,453,280 $ 9,168,779 $192,622,059
Capital expenditures $ 10,139,662 $ 310,158 $ 10,449,820
Depreciation $ 1,866,517 $ 372,981 $ 2,239,498
<PAGE>
Distribution Catfish
October 31, 1995 Activities Processing Total
- ---------------- ------------ ------------- ------------
Net sales $492,989,054 $ 37,831,922 $530,820,976
Operating income (loss) $ 3,116,147 $ (2,615,749) $ 500,398
Identifiable assets $188,582,330 $ 11,079,559 $199,661,889
Capital expenditures $ 11,772,778 $ 1,692,373 $ 13,465,151
Depreciation $ 2,544,970 $ 406,564 $ 2,951,534
Distribution Catfish
October 31, 1994 Activities Processing Total
- ---------------- ------------ ------------ ------------
Net sales $408,599,234 $ 30,572,080 $439,171,314
Operating income (loss) $ 7,426,400 $ (2,570,434) $ 4,855,966
Identifiable assets $148,461,613 $ 11,065,418 $159,527,031
Capital expenditures $ 1,297,958 $ 1,235,999 $ 2,533,957
Depreciation $ 2,314,779 $ 200,000 $ 2,514,779
For purposes of business segment disclosure, all activities
related to other cooperatives are included solely in
distribution activities.
NOTE 17: ADDITIONAL CASH FLOW INFORMATION
1996 1995 1994
------------ ------------ ------------
Interest paid (net of
patronage dividends and
interest capitalization) $ 6,307,994 $ 6,629,921 $ 3,829,186
Income taxes paid (received) $ 7,431,000 $ 32,322 $ (365,942)
<PAGE>
Noncash investing transactions:
1995
- ---------------------------------------
Acquisition of Delta Purchasing
Federation (AAL)
Fair value of assets received $ 16,938,948
Liabilities assumed (13,412,767)
Equities allocated (4,503,609)
------------
Cash received $ (977,428)
============
Accrued interest paid with advance
on seasonal line of credit $ 1,475,000
Class "D" stock redeemed with allocated
equities $ 1,109,456
Trade receivable transferred to
note receivable $ 200,000
1994
- ---------------------------------------
Disposition of Cross County Farmers Association
Asset sold $ 960,622
============
Liabilities assumed by buyer $ 960,622
============
NOTE 18: COMMITMENTS
Purchase Agreements
At October 31, 1996, SF Services, Inc. had commitments (open
contracts) to purchase 90,985 tons of feed ingredients for
$13,046,771 and to sell 100,600 tons of feed for $20,192,908.
The Company presells feed from March through October on an
annual basis. During this period, the Company attempts to
obtain commitments for as much as 100% ingredients for
presells. The Company does not overcommit on purchases of
ingredients. At October 31, 1996, the Company had commitments
to sell the cattle feed of 76,615 tons for $14,029,838 and
catfish feed of 23,985 tons for $6,163,070. The Cooperative
also had commitments to purchase cattle feed ingredients of
67,412 tons at a cost of $8,759,994 and catfish feed
ingredients of 23,573 tons at a cost of $4,286,777.
<PAGE>
Loan Guarantees
The Cooperative has guaranteed $371,667 in loans to CoBank
for member cooperatives. The Cooperative has a second
mortgage related to these guarantees.
NOTE 19: IMPAIRMENT OF LONG-LIVED ASSETS
During 1996, the Cooperative adopted the provisions of
Statements of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-lived Assets and for
Long-lived Assets to be Disposed of." The Cooperative, as a
result of adopting the new standard, recognized expenses of
$4,981,398 to reduce the carrying value of the Southern Farm
Fish Processors, Inc. plant and the Greenville feed mill, the
values of which have been impaired due to continued losses
resulting from excessive operating costs. Also, during the
fourth quarter of fiscal 1996, the Cooperative recognized
expenses of $515,950 to reduce the carrying value of various
abandoned properties. The amount of the impairments were
estimated based on appraisals performed during the year and
expected future cash flows. These estimates could change
materially in the future. The amount of recognized expense
is included in operating expenses in the consolidated
statement of income.
NOTE 20: DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
Investments in Associated Enterprises
Investments in other cooperative's equities are carried at
cost, plus the Cooperative's share of allocated equities, less
patronage refunds and allocations. There is no market for
these investments since the securities are redeemable only
by the issuing cooperative at an established contract value.
Because of the lack of marketability, the Cooperative believes
it is not practicable to estimate the fair value of investments
in associated enterprises.
Long-Term Debt
Fair value is estimated based on the CoBank National Variable
Rate at October 31, 1996.
October 31, 1996
---------------------------
Carrying Fair
Amount Value
------------ ------------
CoBank - term 22,677,750 25,782,000
CoBank - seasonal 65,582,931 78,120,000
Other 2,645,289 4,230,000
------------ ------------
$ 90,905,970 $108,132,000
============ ============
<PAGE>
NOTE 21: SIGNIFICANT ESTIMATES AND CONCENTRATIONS
Generally accepted accounting principles require disclosure
of certain significant estimates and current vulnerabilities
due to certain concentrations. Those matters include the
following:
Major Lender
The Cooperative borrows most of its monies from CoBank.
Income Tax Assessment
During 1996, the Internal Revenue Service (IRS) completed
its examination of the Cooperative's federal income tax returns
for the years ended October 31, 1991, 1992 and 1993, and
has proposed certain adjustments which relate principally
to the Cooperative's method of computing patronage allocations
during those years. As a result, the IRS has proposed
additional taxes of $589,823 for 1991 and $447,961 for
1992, plus interest to date of payment. This issue
involves an Industry Coordinated Issue which the cooperative
industry, and the Company, are vigorously contesting. The
Cooperative has filed its protest with the Appellate Division
of the IRS. No accrual has been made for losses, if any, that
may result, pending the outcome of the Cooperative's appeal.
Contingent Liabilities
In the course of business, the Cooperative has become engaged
in various litigation matters. In the opinion of management,
based on the currently known facts, the litigation outstanding
will not materially impact future financial statements, however,
circumstances may change which would require reassessment and
revisions of the estimates of the risk of future litigation losses.
NOTE 22: SUBSEQUENT EVENTS
On December 31, 1996, the Cooperative purchased substantially
all of the assets of Matthews of Monette, Inc., a wholesale
and retail fuel business located in Arkansas, for $9,398,631.
This acquisition is expected to add approximately $45,000,000 in
annual sales. The new business will operate under the name
"Northeast Arkansas Oil Company, LLC", a newly formed, wholly-owned
subsidiary. The purchase will be financed as follows: $2,250,000
promissory notes issued by the Cooperative, $2,131,913 in capital
leases and other debt assumed from the seller, and the remainder
in borrowings from CoBank.
<PAGE>
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
The following table sets forth certain information concerning the
current directors of SF Services, Inc.:
Name Age Principal Occupation Director Since
Johnny H. Wilson 61 Farming 1974
Doyle Yarbrough 65 Farming 1976
Daniel Viator 52 Farming, Agriculture 1987
Consultant, Real Estate
Developer
Robert Little 45 Co-op Manager 1995
Gene Bruick 66 Co-op Manager 1992
Jerry Conerly 63 Dairy Farmer 1992
John M. Evans 54 Farming 1992
Jim Gipson 61 Farming 1992
Steven Henderson 40 Farming 1992
John C. Jay, Jr. 58 Farming, City Mayor 1992
W. B. Madden, Jr. 64 Co-op Manager 1992
Thomas H. Gist, Jr. 62 Farming 1994
W. S. Patrick 56 Farming 1992
Michael Simon 54 Farming 1992
Charlie Starks, Jr. 63 Farming 1992
Joe Wilder 55 Farming 1992
Danny Simpson 55 Farming 1992
Frederick Branch 49 Farming 1995
Mike Sturdivant 45 Farming 1995
Floyd Trammel 42 Co-op Manager 1996
All persons have been engaged in the occupation identified
in the foregoing table for at least five years.
Executive Officers
<PAGE>
The following table sets forth certain information concerning
the current executive officers of SF Services, Inc.:
Principal Office
Name Age Occupation Held Since
Michael P. Sadler (1) 46 President 10/96
John A. Gaston 58 Senior Vice-President 3/91
William H. Smith (2) 59 Executive Vice-President 9/94
Joseph K. Anniss (3) 56 Executive Vice-President 10/96
James B. Stoker 61 Senior Vice-President 12/72
Larry M. Fortner 42 Vice-President 1/87
William C. Mosley 43 Executive Vice-President 3/92
(1) Mr. Sadler previously served as vice president for
Farmland Industries for seven years.
(2) Mr. Smith was previously employed by Bruce Oakley Company
as Manager of Fertilizer Operations.
(3) Mr. Anniss previously served the Company in various positions
including Director of Feed & Animal Health Sales and
Vice-President since joining the Company in 1987.
ITEM 11: EXECUTIVE COMPENSATION
Summary of Cash and Other Compensation
The following table sets forth, for the fiscal years
indicated, the compensation provided by SF Services, Inc. to
the Chief Executive Officer and each of the executive officers
of SF Services, Inc. whose compensation exceeded $100,000 for
the most recent fiscal year.
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------------------------
(a) (b) (c) (d) (e)
Other
Name Annual
and Compen-
Principal sation
Position Year Salary ($) Bonus ($) ($)
Michael P. 1996 $ 12,531 $ --- $ ---
Sadler
(CEO)
Robert P. 1996 $254,858 $ 6,050 $ ---
Dixon 1995 $234,394 $ --- $ ---
(CEO) 1994 $201,462 $19,154 $ ---
<PAGE>
John 1996 $110,281 $ --- $ ---
Gaston 1995 $106,358 $ --- $ ---
(Senior 1994 $100,012 $20,400 $ ---
Vice-Pres.)
William H. 1996 $102,440 $10,000 $ ---
Smith 1995 $ 98,502 $44,000 $ ---
(Executive
Vice-Pres.)
Long-Term Compensation
---------------------------------
Awards Payouts
--------------------- --------
(a) (b) (f) (g) (h) (i)
Name Restricted Securities All Other
and Stock Underlying LTIP Compen-
Principal Awards Options/ Payouts sation
Position Year ($) SARs(#) ($) ($)
Michael P. 1996 $ --- $ --- $ --- $ ---
Sadler
(CEO)
Robert P. 1996 $ --- $ --- $ --- $ 8,833 (1)
Dixon 1995 $ --- $ --- $ --- $11,678
(CEO) 1994 $ --- $ --- $ --- $10,548
John 1996 $ --- $ --- $ --- $ 4,411 (2)
Gaston 1995 $ --- $ --- $ --- $ 5,070
(Senior 1994 $ --- $ --- $ --- $ 4,913
Vice-Pres.)
William H. 1996 $ --- $ --- $ --- $ 4,498 (2)
Smith 1995 $ --- $ --- $ --- $ 1,375
(Executive
Vice-Pres.)
(1)Amount represents contribution to SF Services, Inc.'s 401(k)
plan of $7,231 on behalf of the named individual and
$1,602 premium paid on a life insurance policy of named
individual.
(2)Amount represents contributions to SF Services, Inc's
401(k) plan on behalf of named individual.
<PAGE>
Director Compensation
The members of the Board receive per diem compensation of $250
for each meeting for their services as members of the Board,
and reimbursement to cover expenses while engaged in the
business of SF Services, Inc. The Chairman receives one (1)
additional per diem compensation of $250 for each meeting for
his services as Chairman. Except for the additional
compensation paid the Chairman, no director has any contract,
arrangement, or agreement not accorded other directors on
equal terms. The amount of the per diem compensation is fixed
by the Board.
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements
The Company has entered into an agreement effective September
26, 1996, with Michael P. Sadler to serve as President and
Chief Executive Officer. In addition to normal compensation,
the agreement provides for a guaranteed bonus of $175,000
the first year, and annual bonuses of up to $300,000 per year
thereafter. The agreement also provides for an employer
furnished automobile, reimbursed business related expenses,
and life insurance benefits payable to Mr. Sadler's
designated beneficiary. This agreement continues through
October 31, 2001; however, the Company may, under certain
circumstances, terminate Mr. Sadler's employment for cause,
as defined in the agreement.
The Company has entered into an agreement effective September
4, 1995 with William H. Smith to serve as Vice President of the
Company's fertilizer operations. In addition to normal
compensation, the agreement provides for an annual bonus equal
to 10% of the employee's then current base salary upon the
Fertilizer Department attaining a minimum net profit of
$500,000 for the Company's fiscal year ending in 1995 and any
fiscal year thereafter. This agreement continues through
August 31, 1997. Thereafter the agreement shall continue
with 12 months notice of termination until December 31, 1998,
and thereafter shall continue on a month to month basis.
The Company has entered into an agreement effective April
6, 1996, with Robert P. Dixon to serve as President and
Chief Executive Officer until a successor is named, and
as special consultant thereafter. In addition to normal
compensation, the agreement provides for an annual bonus
equal to 1% of the Company's fiscal year audited net
savings after taxes for the Company's fiscal year ending
October 31, 1996. The agreement also provides for an
employer furnished automobile, reimbursed business related
expenses, life insurance payable to Mr. Dixon's designated
beneficiary and benefits due to mental or physical
disability. This agreement continues through December 31,
1997.
<PAGE>
Compensation Committee Interlocks and Insider Participation
Decisions on compensation of SF Services, Inc.'s executives
are made by the Executive Committee of the Board of
Directors. The members of the Executive Committee are Johnny
Wilson, Doyle Yarbrough, and John Evans. No interlocks exist
with respect to the Executive Committee of the Board of
Directors.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
No individual or "group" (as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended)
owns more than five percent (5%) of the voting stock of SF
Services, Inc.
No director or officer of SF Services, Inc. beneficially
owns any "equity security" (as that term is defined in Rule
13d-1(d) of the Rules promulgated under the Securities and
Exchange Act of 1934, as amended) of SF Services, Inc.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) (1) The following financial statements are included in
Part II, Item 8:
Independent Accountants' Report
Financial Statements:
Consolidated Balance Sheets, October 31, 1996 and 1995
Consolidated Statements of Income, Years Ended October
31, 1996, 1995 and 1994
Consolidated Statements of Changes in Members' Equity,
Years Ended October 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows, Years Ended
October 31, 1996, 1995 and 1994
<PAGE>
Notes to Consolidated Financial Statements
(2) The following financial schedules are submitted
herewith:
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are
not applicable or the required information is
shown in the financial statements or notes
thereto.
(3) The following exhibits indicated by an asterisk
are filed herewith. The balance of the exhibits
have heretofore been filed with the Commission and
are incorporated herein by reference as indicated:
3(a)- Amended and Restated Articles of Incorporation,
as amended
(Exhibit 3(a) to Form 10-K for the fiscal year
ended October 31, 1991 in 33-38051)
3(b)- By-Laws
(Exhibit 3(b) to Form 10-K for the fiscal year
ended October 31, 1991 in 33-38051)
* 10(a) - Employment Contract of Michael P. Sadler
* 10(b) - Employment Contract of William H. Smith
* 10(c) - Employment Contract of Robert P. Dixon
11 - Statement Re: Computation of earnings per
share (Comparative per share data for SF
Services, Inc. is not presented because the
nature of cooperative associations is such
that earnings per share information is of
little or no significance. Net savings of
a cooperative are not distributed to its
shareholders based on their respective
percentages of share ownership, but rather
on the basis of each shareholder's patronage
to the entity.)
* 21 - Subsidiaries of the Registrant
* 27 - Financial Data Schedule
Listed below are the only management
contracts required to be identified
pursuant to Item 14 (a)(3).
Employment contract of Michael P. Sadler
Employment contract of William H. Smith
Employment contract of Robert P. Dixon
<PAGE>
(b) Reports on Form 8-K
None
SF SERVICES, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(Thousand Dollars)
Balance at Charged to Balance at
beginning costs and Deductions- end of
Description of period expenses describe (a) period
- ----------- ---------- ---------- ----------- ------------
OCTOBER 31, 1996
ALLOWANCE
FOR
DOUBTFUL
ACCOUNTS $ 295 $ 862 $ 207 $ 950
DEFERRED TAX
ASSET
VALUATION
ALLOWANCE $ -0- $ 500 $ -0- $ 500
OCTOBER 31, 1995
ALLOWANCE
FOR
DOUBTFUL
ACCOUNTS $ 532 $ 127 $ 364 $ 295
OCTOBER 31, 1994
ALLOWANCE
FOR
DOUBTFUL
ACCOUNTS $ 691 $ -0- $ 159 $ 532
(a) Accounts receivable charge-offs net of recoveries.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SF SERVICES, INC.
(Registrant)
/s/ Michael P. Sadler
--------------------
By: Michael P. Sadler, President
(Principal Executive Officer)
Date: January 27, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
/s/ Johnny W. Wilson Chairman & Director January 27, 1997
-------------------
Johnny W. Wilson
/s/ Doyle Yarbrough Vice-Chairman & Director January 27, 1997
-------------------
Doyle Yarbrough
/s/ John M. Evans Secretary & Director January 27, 1997
-------------------
John M. Evans
/s/ Frederick Branch Director January 27, 1997
-------------------
Frederick Branch
/s/ Gene Bruick Director January 27, 1997
-------------------
Gene Bruick
/s/ Jerry Conerly Director January 27, 1997
-------------------
Jerry Conerly
/s/ John A. Gaston Senior Vice-President January 27, 1997
------------------- (Principal Financial and
John A. Gaston Accounting Officer)
/s/ Jim Gipson Director January 27, 1997
-------------------
Jim Gipson
<PAGE>
/s/ Thomas H. Gist, Jr. Director January 27, 1997
-------------------
Thomas H. Gist, Jr.
/s/ Steven Henderson Director January 27, 1997
-------------------
Steven Henderson
/s/ John C. Jay, Jr. Director January 27, 1997
-------------------
John C. Jay, Jr.
/s/ Robert Little Director January 27, 1997
-------------------
Robert Little
/s/ W. B. Madden, Jr. Director January 27, 1997
-------------------
W. B. Madden, Jr.
/s/ W. S. Patrick Director January 27, 1997
-------------------
W. S. Patrick
/s/ Michael Simon Director January 27, 1997
-------------------
Michael Simon
/s/ Danny Simpson Director January 27, 1997
-------------------
Danny Simpson
/s/ Charlie Starks, Jr. Director January 27, 1997
-------------------
Charlie Starks, Jr.
/s/ Mike Sturdivant Director January 27, 1997
-------------------
Mike Sturdivant
/s/ Floyd Trammel Director January 27, 1997
-------------------
Floyd Trammel
/s/Daniel Viator Director January 27, 1997
--------------------
Daniel Viator
/s/ Joe Wilder Director January 27, 1997
-------------------
Joe Wilder
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
<PAGE>
Registrant, subsequent to the filing of this Annual Report on Form
10-K, intends to furnish its shareholders with an Annual Report
covering the fiscal year ended October 31, 1996. Registrant shall
furnish four copies of such Annual Report to the Commission
when it is sent to shareholders.
Registrant has not provided and will not provide proxy soliciting
material to its shareholders.
EXHIBIT INDEX
The following exhibits indicated by an asterisk are filed
herewith. The balance of the exhibits have heretofore been
filed with the Commission and are incorporated herein by
reference as indicated:
Number in
Exhibit Table Exhibit
- -------------- -------
3(a) Amended and Restated Articles of
Incorporation, as amended (Exhibit 3(a)
to Form 10-K for the fiscal year ended
October 31, 1991 in 33-38051)
3(b) By-Laws
(Exhibit 3(b) to Form 10-K for the fiscal
year ended October 31, 1991 in 33-38051)
* 10(a) Employment Contract of Michael P. Sadler
* 10(b) Employment Contract of William H. Smith
* 10(c) Employment Contract of Robert P. Dixon
11 Statement Re: Computation of earnings per
share (Comparative per share data for SF
Services, Inc. is not presented because
the nature of cooperative associations is
such that earnings per share information
is of little or no significance. Net
savings of a cooperative are not
distributed to its shareholders based on
their respective percentages of share
ownership, but rather on the basis of
each shareholder's patronage to the
entity.)
* 21 Subsidiaries of the Registrant
* 27 Financial Data Schedule
<PAGE>
Exhibit 10(a)
EMPLOYMENT AGREEMENT
AGREEMENT entered into this 26th day of September, 1996,
by and between Michael P. Sadler, hereinafter referred to
as the "Employee," and SF Services, Inc., an Arkansas
agricultural cooperative, hereinafter referred to as the
"Employer."
1. Employment. The Employer hereby agrees to employ
the Employee, and the Employee hereby agrees to accept
employment upon the terms and conditions hereinafter set forth.
2. Term. Subject to the provisions for termination as
hereinafter provided, the term of this Agreement shall begin
on November 1, 1996, and shall continue until October 31, 2001.
3. Compensation. During the term hereof, the Employer
shall pay the Employee as follows for the services to be rendered
hereunder and for the covenants set forth in paragraph 12:
(a) Base Salary. During the first year of this
Agreement, the Employee shall receive a base salary of four
hundred seven thousand two hundred fifty dollars ($407,250)
payable proratably in accordance with the Employer's established
payroll periods. In each of the other four (4) years during
the term hereof, the Employee's base salary shall be the same
as the preceding year plus an adjustment equal to the lesser of
ten percent (10%) or two percent (2%) above the Consumer Price
Index change. The Consumer Price Index change shall be
determined by application of the Consumer Price Index for all
cities and all items published by the United States Department
of Labor, or its successor index, using the index for the
month of October, 1996, as the base period and the index for
the month of October in each succeeding year of this Agreement
for determining the annual increase, if any.
(b) Bonus. The Employee shall be entitled to an
annual bonus payable on each anniversary hereof as follows:
Anniversary Guaranteed Bonus Incentive Bonus
1 $175,000 + -0-
2 $100,000 + Up to $200,000
3 $ 75,000 + Up to $225,000
4 $ 50,000 + Up to $250,000
5 $ -0- + Up to $300,000
In the event the employment relationship should terminate
during any year at a time other than an anniversary date,
then the Employee shall be entitled to a prorata portion of
the annual bonus (both guaranteed and incentive) based on the
<PAGE>
number of days during the year prior to the termination. The
Employer and the Employee agree to negotiate in good faith
during the first year of this Agreement to establish the
methodology for determination of the Employee's incentive
bonus.
4. Severance Pay. In the event the Employer should
terminate the Employee without cause (which is defined under
paragraph 13) during the term of this Agreement, then the
Employer agrees to pay the Employee severance pay which shall
be equal to the Employee's base salary plus guaranteed bonus
for the year of termination as provided under subparagraphs
(a) and (b) of 3 (the "Severance Amount"); provided, however,
if the termination occurs during the first, second or third
year of the term hereof, then the severance pay shall be one
hundred fifty percent (150%), one hundred forty percent (140%)
or one hundred thirty percent (130%) respectively of the
Severance Amount. Any severance pay due hereunder will be
payable within ninety (90) days after the final date of the
Employee's employment and payment thereof will discharge in
full the Employer's obligation to the Employee arising out
of their employment relationship.
5. Duties of Employee. During the term of this
Agreement, the Employee shall serve as the president and chief
executive officer of the Employer and shall devote his full
time and attention to the affairs of the Employer.
6. Insurance Benefits. During the term of this
Agreement, the Employer shall provide the Employee with the
following insurance benefits:
(a) Group Plans. All benefits provided to employees
of the Employer based upon class of employment; provided,
however, the Employee may choose to continue through COBRA
the medical and dental plans of Farmland rather than participate
in the Employer's plans and if the Employee so elects, the
Employer agrees to reimburse him monthly for his out-of-pocket
premiums.
(b) Term Life Insurance. During the first year of
employment, term life insurance of one million four hundred
fifty-five thousand six hundred twenty-five dollars ($1,455,625).
During each subsequent year of employment, the term insurance
coverage shall be equal to two and one-half (2 1/2) times the
Employee's total compensation paid for the prior year pursuant
to paragraph 3 hereof; provided, however, the amount of coverage
shall never be less than the first year's coverage.
(c) Accidental Death Insurance. Accidental death
life insurance coverage in an amount equal to the then required
amount of term insurance pursuant to preceding subparagraph (b).
<PAGE>
(d) Split Dollar Insurance. On or before May 1,
1997, a split dollar life insurance policy in the face amount
of $500,000 collaterally assigned by the Employee to the
Employer on which the Employer will pay all premiums while
there is an employer-employee relationship.
(e) Insurability. The Employer's obligation
under preceding subparagraphs (b) - (d) is contingent on the
Employee's insurability at standard rates.
7. Automobile. The Employer will provide the Employee
with the use of an automobile and pay all expenses relating to
the use of the automobile subject to any personal-use
requirements imposed by the Internal Revenue Service.
8. Travel and Business-Related Expenses. The Employer
will reimburse the Employee for all reasonable travel and
business-related expenses. In addition the Employer will
pay for the Employee the dues and initiation fees for
memberships in professional organizations approved by the
Employer.
9. Qualified Deferred Compensation Plans. Subject to
meeting eligibility requirements, the Employee shall participate
in all of the Employer's qualified retirement plans.
10. Relocation Expenses. The Employer agrees to
reimburse the Employee for all documented relocation expenses
described on the attached Exhibit A.
11. Incentive Plans. The Employer commits to the Employee
that it will undertake to develop with the Employee's assistance
a management long-term incentive plan designed to attract and
retain high quality management personnel who can produce the
level of sustained results needed to allow the Employer to
attain its business plan over a period of time.
12. Noncompetition. The Employee agrees to the following
restrictions on him during the term of this Agreement and
thereafter:
(a) The Employee agrees that he will not, at any
time during the term of this Agreement or during the one-year
period following the termination of this Agreement, participate
in any capacity with any business of whatever form if in such
capacity he personally engages in any business activity which
is the same as, similar to, or in any manner competitive with,
the business now or hereafter engaged in by the Employer or
any of its related entities in any county in any state in
which the Employer or any of its related entities has a
member store either on the date hereof or on the date of the
Employee's termination of employment.
<PAGE>
(b) The position of the Employee will place him
in close contact with many confidential affairs of the
Employer and its related entities including matters of a
business nature such as information about costs, profits,
markets, sales, trade secrets, potential patents and other
business ideas, customer lists, plans for future developments
and other information not known to businesses in the same
lines of business as the Employer and its related entities and
other proprietary rights (hereinafter, collectively,
"Confidential Matters"). The Employee agrees at all times
hereafter to protect from damage or destruction and keep
secret all Confidential Matters of the Employer and its
related entities and not to disclose them in any manner
whatsoever to anyone, or otherwise use them or use his
knowledge of the knowhow, sales techniques, sales operation,
customer lists, trade names or trade marks and other valuable
intangible assets of the Employer or any of its related
entities, except with the Employer's prior written consent,
or as required by an Order of a federal or state governmental
agency or a court.
(c) The parties agree that the restrictive
covenants contained herein relate to matters which are of a
special, unique, and extraordinary character, the breach of
which by the Employee will cause the Employer irreparable
injury and damages. Consequently, the parties expressly agree
that the Employer shall be entitled to injunctive and/or other
equitable relief to prevent a breach of this agreement, and to
secure the enforcement of the terms and conditions herein in
addition to any other legal or equitable remedy which may be
available.
13. Performance Review: The Employer shall establish
procedures by which the Board of Directors or a committee
thereof will annually review the Employee's performance. The
review will be based on objective standards of performance of
the duties of the Employee consistently applied from year to
year. The Employee shall be provided a written copy of the
results of the review and shall be informed of any areas of
performance which are deemed to require improvement and have
the opportunity to respond thereto.
14. Termination by Employer. The Employer shall have
the right to terminate this Agreement at any time for cause
in which event the Employee shall be terminated immediately
and shall not be entitled to severance pay pursuant to
paragraph 4. For purposes of this Agreement "cause" shall
exist if:
(a) The Employee fails to discharge his
responsibilities hereunder to the satisfaction of the Employer's
Board of Directors after being reprimanded in writing for a
prior failure to do so and then given sixty (60) days to
properly discharge his duties. In the exercise of its
<PAGE>
authority under this provision, the Board of Directors shall
consider the prior performance reviews of the Employee and
any determination of a failure of performance by the Employee
shall be based on reasonable findings of fact and not be
arbitrary or capricious;
(b) The Employee violates the restrictive provisions
of paragraph 12;
(c) The Employee engages in any act which
constitutes (i) a felony under any state or federal law;
(ii) gross, willful or wanton negligence or misconduct; or
(iii) a breach of any fiduciary duty to Employer; or
(d) The Employee engages in any act which brings
the Employer into disrepute in the community.
15. Notices. Any notice required or permitted to be
given under this Agreement shall be sufficient if in writing,
and if sent by registered mail or certified mail to his
residence in the case of the Employee, or to its principal
office in the case of the Employer.
16. Vacation and Professional Development Time. The
Employee shall be entitled to four (4) weeks of paid vacation
per year as well as reasonable time for professional development.
17. Waiver of Breach. Waiver by the Employer of a breach
of any provision of this Agreement by the Employee shall not
operate to be construed as a waiver of any subsequent breach
by the Employee.
18. Entire Agreement. This instrument contains the
entire agreement of the parties. It may not be changed orally
but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification,
extension or discharge is sought.
19. Benefit. This Agreement shall inure to the benefit
of, and shall be binding upon, their heirs, successors,
assigns, and legal representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year aforesaid.
EMPLOYER:
SF SERVICES, INC.
<PAGE>
By: /s/ Johnny H. Wilson
--------------------
Johnny H. Wilson
Chairman of the Board
ATTEST:
/s/ John M. Evans
--------------------
John M. Evans, Secretary
EMPLOYEE:
/s/ Michael P. Sadler
--------------------
Michael P. Sadler
EXHIBIT A
Relocation Expense Proposal
Temporary living Lodging and Meals, maximum 60 calendar
days. Airfare to and from former
residence to conduct personal business,
maximum four round trips. May be
used by Employee or a person of his
choice.
Premove/househunting Airfare, lodging, and meals, maximum
trips to Little Rock two round trips.
Shipment of household Packing and transportation of
goods household goods. Appliance
disconnection and reconnection.
In transit storage, maximum sixty
days. Carton pickup within thirty
days of delivery.
Expenses en route to new Meals, lodging, and mileage
location reimbursement at 31 cents/mile.
Home sale (Employee Real estate commission cost and
will have 24 months after standard seller's cost including
employment to use this but not limited to the following:
home sale benefit Title insurance
Inspection fees
Discount points to purchase,
maximum 3 points
<PAGE>
Home purchase expenses Prepurchase valuation of proposed
(Employee will have 12 home by independent appraiser.
months after employment
to use this home purchase Purchase closing costs including,
benefit) but not limited to the following:
Loan origination fee and/or discount
points, maximum 3 points
Appraisal fee, credit report, lender
inspection fee, abstracting fee,
attorney fee, radon testing, and
termite inspection.
Tax liability allowance Benefit of tax allowance, made from
SF, for the employee, based on the
employee's federal, state, and city
tax liability resulting from moving
expense reimbursement. Payment to be
made using the employee's applicable
marginal tax rates, grossed-up, and
directly deposited into employee's
tax account at SF.
<PAGE>
Exhibit 10(b)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is executed effective as of the 4th
day of September, 1994, by and between SF SERVICES, INC.,
an Arkansas agricultural cooperative association
(the "Employer"), and William H. "Billy" Smith, an
individual and resident of the State of Arkansas
(the "Employee").
W I T N E S S E T H:
WHEREAS, the Employer is engaged in business as an
agricultural and horticultural supply cooperative (the
"Business"), with its principal office located in North
Little Rock, Arkansas; and
WHEREAS, the Employer desires to retain the Employee to
manage and oversee its fertilizer department and to initiate
and oversee the start-up of a salt operation by the Employer,
and the Employee desires to accept such employment upon the
terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual
promises and covenants contained herein, and for other good
and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, the Employer and the Employee agree
as follows:
1. EMPLOYMENT. The Employer hereby employs the
Employee as its Vice President - Fertilizer Department to
manage and oversee the Employer's agricultural fertilizer
sales department and new salt operation and the Employee
accepts such employment upon the terms and conditions contained
herein.
2. TERM. Except as otherwise provided herein, the
term of this agreement shall begin on September 1, 1994, and
shall continue for a period of three (3) years, ending on August
31, 1997. Thereafter, this agreement shall continue with
twelve (12) months notice of termination during the year ending
December 31, 1998, and thereafter on month-to-month basis and
may be terminated by either party upon thirty (30) days prior
written notice.
3. DUTIES. The Employee shall perform all the
services generally performed by a Vice President of one of the
Employer's Departments, and specifically, the Fertilizer
<PAGE>
Division, and shall devote his full time, attention, and energies
to the Business during normal working hours for purposes of
performing his obligations and duties hereunder. In this
regard, the Employee shall perform such functions as are
ordinary and customary in the performance of similar services
by persons occupying a like position with other businesses of
similar size and operation. Specifically, the duties of the
Employee shall include, without limitation, overseeing and
managing the operation of the Fertilizer Division Terminal
Operation and its office staff and working with member
cooperatives in marketing the Employer's products and
services. The precise services of the Employee may be specified
from time to time by the Employer.
4. RESTRICTIONS ON EMPLOYEE'S AUTHORITY. The
Employee shall not take any action on behalf of the Employer
outside the ordinary course of the Business. Specifically,
the Employee shall not, without first obtaining the prior
written approval of the Board of Directors of the Employer,
do, or cause to be done, in the name of, or on behalf of, the
Employer, any of the following:
(a) Bind the Employer to any contract, debt, obligation
or commitment other than in the ordinary course of the Employer's
business which could result in the Employer incurring a
liability or expense in excess of $10,000 in any one instance,
or in excess of $25,000 in the aggregate;
(b) Employ or retain the services of any employee,
independent contractor, or other agent under any contract,
relationship or arrangement that is not terminable at will
by the Employer;
(c) Acquire any interest in any real property;
(d) Sell or contract to sell any property (other
than inventory in the ordinary course of business) of the
Employer;
(e) Grant any mortgage or security interest in, or
cause or permit any lien to be placed upon, any of the
Employer's property or assets;
(f) Permit any material physical alterations to be
made to the Employer's buildings and physical plant.
5. COMPENSATION.
(a) Base Salary. The Employer shall pay the
Employee a base salary of Ninety-eight Thousand Dollars
($98,000) per year in exchange for his services hereunder.
Such salary shall be payable pursuant to the Employer's normal
and customary payroll rotation and shall be subject to all
applicable withholding and employment-related taxes. The
<PAGE>
base salary of the Employee shall be reviewed annually, and
shall be increased on September 1, 1995, and each September 1
thereafter during the term of this agreement, by an amount not
less than four percent (4%) of the prior year's base salary.
(b)Bonus.
(I) Fertilizer Operations. In addition to
the base salary provided in subparagraph (a) above, the Employee
shall be eligible to receive an annual bonus equal to ten
percent (10%) of the Employee's then current base salary upon
the Fertilizer Department attaining a minimum net profit of
$500,000 for the Employer's fiscal year ending October 31, 1995,
or for any fiscal year thereafter. The bonus shall be due
and payable upon completion of the Employer's audit by its
independent certified public accountants for each such fiscal
year and shall be subject to all applicable withholding and
employment-related taxes.
(ii) Salt Operations. In addition to the
base salary provided in subparagraph (a) and bonus under
subparagraph (b)(i) above, the Employee shall, for each of
the salt operations' first four (4) complete fiscal years of
operation (excluding the start up year of the salt operations),
be entitled to receive a bonus equal to ten percent (10%) of
the Employer's pre-tax net profit from the Employer's salt
operations for such year. The bonus shall be due and payable
upon completion of the Employer's audit by its independent
certified public accountants for the first complete fiscal year
after the Employer commenced its salt operation and each year
thereafter and shall be subject to all applicable withholding
and employment-related taxes.
(c) Relocation Bonus. As a one time incentive
payment for the Employee's acceptance of employment hereunder,
early resignation from employment by his former employer,
loss of bonus compensation due from his former employer,
and relocation to the North Little Rock, Arkansas area of the
Employer's operations, the Employer shall pay the Employee a
relocation bonus equal to Twenty-four Thousand Dollars ($24,000),
which shall be subject to all applicable withholding and
employment-related taxes. The bonus shall be due and payable
upon the Employee's commencement of employment under this
agreement.
6. WORKING FACILITIES. The Employer shall provide
the Employee with such office space and facilities as are
suitable for his position and appropriate for the performance
of his duties hereunder.
7. EXPENSES. The Employee may incur reasonable
expenses for promoting the Business, including expenses for
entertainment, travel, and other similar items. Provided the
<PAGE>
incurrence of such expenditures had been previously approved by
the Employer, the Employer will reimburse the Employee for all
such expenses upon presentation of an itemized expense accounting.
8. VACATIONS AND HOLIDAYS. The Employee shall be
entitled to annual vacation, sick leave, personal leave and
time off during holidays recognized by the Employer in
accordance with the Employer's normal policies. Vacation not
taken during any year shall lapse and the Employee shall not
be entitled to cumulate vacation time from year to year.
9. TERMINATION FOR CAUSE. Notwithstanding the term
specified in paragraph 2 hereof, the Employer may terminate
this agreement without liability (other than the payment of
accrued salary through the date of termination) at any time
after the occurrence of any one or more of the following events
of termination:
(a) The Employee engaging in any act which
constitutes (i) a felony under any state law or law of the
United States, (ii) gross, willful, or wanton negligence or
misconduct, (iii) breach of any fiduciary duty to the Employer,
(iv) embezzlement, or (v) fraud.
(b) The Employee engaging in any act which brings
the Employer or the Business into disrepute in the community,
including, without limitation, habitual use of drugs or alcohol.
(c) The Employee's failure to fulfill and perform
his duties and covenants hereunder in a faithful, diligent,
and efficient manner; provided that no termination shall occur
under this subparagraph (c) until the Employee has received
written notice from the Employer of such failure and has failed
to cure the same to the reasonable satisfaction of the Employer
within ten (10) days after receipt of such notice.
10. DEATH DURING EMPLOYMENT. If the Employee dies
during the term of his employment, the Employer shall pay to
the estate of the Employee the compensation which would otherwise
be payable to the Employee up to the end of the month in which
death occurred. Thereafter, this agreement shall terminate and
the Employer shall have no further obligation hereunder.
11. DISCLOSURE OF INFORMATION. The Employee
acknowledges that information obtained pursuant to his
position constitutes a valuable, special, and unique asset
of the Employer and the Business. The Employee will not,
during or after the term of his employment, disclose, make
public or otherwise utilize any proprietary or other
confidential information relating to the Business or the
Employer including, without limitation, disclosure or use of
the Employer's customer lists or records. In the event of a
breach or threatened breach by the Employee of the provisions
<PAGE>
of this paragraph, the Employer shall be entitled to an
injunction restraining the Employee from disclosing or using
such information or from rendering any services to any person,
firm, partnership, corporation, association, or other entity to
whom such information has been disclosed or is threatened to be
disclosed. Nothing contained herein shall be construed as
prohibiting the Employer from pursuing any other remedies
available to it for any such breach or threatened breach,
including recovery of damages.
12. INSURANCE AND FRINGE BENEFITS. The Employee
shall be entitled, upon satisfying the eligibility
requirements for participation applicable to all of the
Employer's employees, to participate in the Employer's 401(k),
long-term disability, health and hospitalization insurance
and other benefits offered under the same benefits package
made available by SFS to its other employees. The foregoing
notwithstanding, the Employer shall reimburse the Employee
for a portion of the cost of any insurance premiums paid by
the Employer to continue the coverage provided under his
former employer's plan pursuant to the provisions of the
Consolidated Omnibus Budget Reconciliation Act of 1985
("COBRA") during the first eighteen (18) months of his
employment hereunder. During the first six (6) months of
such COBRA coverage, the Employer shall reimburse the
Employee an amount equal to sixty percent (60%) of the
premiums paid and during the final twelve (12) months of
such coverage an amount equal to one hundred percent (100%)
of the premiums paid. The amount of the premium reimbursement
due hereunder shall be increased by an additional amount
sufficient to cover the federal, state and local income and
FICA taxes and withholding requirements imposed on such
reimbursement based on the Employee's then current income.
15. MISCELLANEOUS.
(a) Assignment. This agreement and the rights,
obligations and duties of the Employee shall not be assignable
or otherwise transferable.
(b) Modification. No provision contained herein
may be modified, amended or waived except by written agreement
signed by the party to be bound thereby.
(c) Binding Effect and Benefit. This agreement
shall inure to the benefit of, and shall be binding upon, the
parties hereto, their heirs, executors, administrators,
personal representatives, successors and permitted assigns.
(d) Headings and Captions. Subject headings and
captions are included for convenience purposes only and shall
not affect the interpretation of this agreement.
<PAGE>
(e) Notice. All notices, requests, demands and
other communications permitted or required hereunder shall be
in writing, and shall be deemed to have been duly given upon
delivery if delivered in person, or on the date postmarked
if mailed, registered or certified United States mail,
postage prepaid to such parties last known address or to
such other address as either party may designate by notice.
(f) Severability. If any portion of this
agreement is held invalid, illegal or unenforceable, such
determination shall not impair the enforceability of the
remaining terms and provisions herein.
(g) Waiver. No waiver of a breach or violation
of any provision of this agreement shall operate or be
construed as a waiver of any subsequent breach or limit or
restrict any right or remedy otherwise available.
(h) Rights and Remedies Cumulative. The rights
and remedies expressed herein are cumulative and not exclusive
of any rights and remedies otherwise available.
(I) Gender and Pronouns. Throughout this
agreement, the masculine shall include the feminine and
neuter and the singular shall include the plural and vice
versa as the context requires.
(j) Entire Agreement. This document constitutes
the entire agreement of the parties and supersedes any and all
other prior agreements, oral or written, with respect to the
subject matter contained herein.
(k) Governing Law. This agreement shall be
subject to and governed by the laws of the State of Arkansas.
(l) No Joint Venture or Partnership. This
agreement shall not be considered to create any type of
joint venture, partnership, or any other legal relationship
between the parties where either party shall share or be
responsible for the debts or liabilities of the other party.
In addition, this agreement shall not be construed as making
either party an agent of the other party beyond the extent
expressly provided in and limited by this agreement, or as
giving the right of one party to legally bind the other in
any manner so as to permit the incurrence of debts and
liabilities on behalf of the other party.
IN WITNESS WHEREOF, the parties have executed this
agreement effective as of the day and year aforesaid.
<PAGE>
EMPLOYER:
SF Services, Inc.
By: /s/Robert P. Dixon
------------------
Robert P. Dixon
Title: President
EMPLOYEE:
/s/ William H. "Billy" Smith
----------------------------
William H. "Billy" Smith
<PAGE>
Exhibit 10(c)
EMPLOYMENT AGREEMENT
AGREEMENT made effective the 1st day of April, 1996,
by and between ROBERT P. DIXON, hereinafter referred to as
"Employee," and SF SERVICES, INC., an Arkansas agricultural
cooperative, hereinafter referred to as "Employer."
WHEREAS, the Employee serves the Employer as its president
and chief executive officer; and
WHEREAS, the Employee has notified the Employer that he
intends to retire as president and chief executive officer
when a successor has assumed that position and as an
employee effective December 31, 1997; and
WHEREAS, the Employer wishes to continue the employment
of the Employee as president and chief executive officer
until a successor assumes that position and as a special
consultant from that time until December 31, 1997; and
WHEREAS, the Employer wishes to protect its interests
by having the Employee agree to a covenant not to compete
and to an understanding of confidentiality; and
WHEREAS, the Employer wishes to recognize the meaningful
past services of the Employee by providing a severance payment
for him and also to compensate him for his confidentiality
and noncompetition covenants.
NOW, THEREFORE, in consideration of the premises and the
mutual promises of the parties, one to the other, IT IS AGREED:
1. Employment. The Employer hereby employs the
Employee, and the Employee hereby accepts employment, upon
the terms and conditions hereinafter set forth.
2. Term. Subject to the provisions for termination,
as hereinafter provided, the term of this Agreement shall
begin effective April 1, 1996, and shall continue until
December 31, 1997, unless terminated sooner as hereinafter
provided.
3. Compensation.
(a) Salary. During the period beginning April
1, 1996 and ending December 31, 1997, for all services
rendered by the Employee under this Agreement, the Employer
shall pay to the Employee an annual salary of Two Hundred
Fifty Thousand Dollars ($250,000) payable proratably in
accordance with the Employer's established payroll periods.
<PAGE>
(b) Bonus. The Employee shall be entitled to
an annual bonus equal to one percent (1%) of the Employer's
net savings after taxes for the Employer's fiscal year ending
October 31, 1996, which amount shall be payable as soon as the
amount payable is determined and written notice is given to
the Employee by the Employer's certified public accountant.
Thereafter the Employee shall not be entitled to a bonus.
4. Duties of Employee. During the term beginning
April 1, 1996 and ending on the date a successor president
and chief executive assumes that position, the Employee shall
serve the Employer as its president and chief executive officer
and shall devote his full time and attention to the affairs of
the Employer. During the period beginning on the date his
successor begins employment and ending December 31, 1997,
the Employee shall be available on an "as needed" basis to
consult with his successor and to assist him in the
transition of management. At all times the Employee shall
serve the Employer faithfully and diligently and according to
the best of his abilities and shall use every effort to
promote the interests of the Employer.
5. Automobile and Travel Expense. The Employer
shall provide the Employee with an automobile comparable to
the one he is presently driving until the termination of this
Agreement, at which time the Employee shall have the right
to purchase the vehicle at its fair value. The Employer
shall reimburse the Employee for all expenses he incurs in
operating the automobile provided him by the Employer, and
the Employee shall reimburse the Employer for any personal
use of the vehicle. The Employer also agrees to reimburse
the Employee for all business-related expenses incurred when
the Employee is traveling away from North Little Rock,
Arkansas. Recognizing that the Employee's duties will require
considerable time away from North Little Rock, the Employer
agrees that it is reasonable and proper for his spouse to
accompany him on his travels and to attend business-related
functions from time to time and for the Employee to be
reimbursed for the expenses of his spouse which the Employer
believes will be beneficial to it.
6. Life Insurance. During the term of this
Agreement, the Employer agrees to keep in force Three Hundred
Thousand Dollars ($300,000) of life insurance on the
Employee's life payable to the Employee's designated
beneficiary which amount shall be in excess of the normal
life insurance benefit provided by the Employer for its
employees.
7. Health Insurance. During the term of this
Agreement, the Employer agrees to provide the Employee with
family health insurance benefits similar to those currently
in effect provided the Employee and his spouse are eligible
<PAGE>
for coverage. Following the term of this Agreement, the
Employee shall be entitled to continue the same coverage at
his expense.
8. Disability and Termination Benefits. In the
event the Employee becomes physically or mentally disabled
and cannot perform substantially all of his duties as required
by paragraph 4, then the Employer agrees to pay the Employee
until December 31, 1997, seventy-five percent (75%) of his
regular monthly salary set forth in paragraph 3(a), and to
provide for the Employee all health insurance and qualified
retirement benefits which were in effect at the date of
disability. In addition to the foregoing, if the disability
occurs prior to October 31, 1996, the Employer agrees to pay
the Employee a bonus for that fiscal year as provided for
under paragraph 3(b) but prorated using a fraction the
numerator of which shall be the number of calendar days
during the fiscal year prior to the effective date of the
Employee's disability or termination and the denominator
of which shall be 365.
9. Death. In the event of the Employee's death
during the term of this Agreement, the Employee's salary
shall terminate at the end of the month in which his death
occurs; however, if his death occurs on or before October 31,
1996, the Employee shall be entitled to a bonus as provided
for under paragraph 3(b) but prorated using a fraction the
numerator of which shall be the number of calendar days
during the fiscal year prior to the date of death and the
denominator of which shall be 365.
10. Other Benefits. Upon the termination of the
employment relationship between the Employer and the Employee,
for whatever reason, the Employee, if living, or, if not,
his estate shall be entitled to all normal retirement
benefits payable by the Employer to him as a terminating
employee.
11. Provision of Equipment. At such time as the
Employee becomes a consultant hereunder, the Employer shall
provide the Employee with a facsimile machine and personal
computer to facilitate his consulting responsibilities.
<PAGE>
12. Noncompetition. The Employee agrees to the
following restrictions on him during the term of this
Agreement and thereafter:
(a) The Employee agrees that he will not, at
any time during the term of this Agreement or during the
one-year period following the term of this Agreement,
participate at a top level of management with any business
of whatever form that engages in any business activity which
is the same as, similar to, or in any manner competitive with,
the business now or hereafter engaged in by the Employer in
any county in any state in which the Employer currently has
a member store. For purposes of this subparagraph (a),
"top level of management" shall include, but not be
limited to, a sole proprietor, a general partner in a
general or limited partnership, a chairman of the board,
president, chief executive officer or executive vice
president of a corporation, or a managing member of a
limited liability company. Furthermore, for purposes of
this subparagraph (a), involvement as an employee, partner
or member of an entity which supplies inventory items for
the Employer shall not constitute competition with the
Employer.
(b) The position of the Employee has brought
him into close contact with many confidential affairs of the
Employer including matters of a business nature such as
information about costs, profits, markets, sales, trade
secrets, potential patents and other business ideas, customer
lists, plans for future developments and other information
not known to businesses in the same lines of business as the
Employer and other proprietary rights (hereinafter,
collectively, "Confidential Matters"). The Employee agrees
at all times hereafter to protect from damage or destruction
and keep secret all Confidential Matters of the Employer and
not to disclose them in any manner whatsoever to anyone, or
otherwise use them or use his knowledge of the knowhow, sales
techniques, sales operation, customer lists, trade names or
trade marks and other valuable intangible assets of the
Employer, except with the Employer's prior written consent.
(c) The parties agree that the restrictive
covenants contained herein relate to matters which are of a
special, unique, and extraordinary character, the breach of
which by the Employee will cause the Employer irreparable
injury and damages. Consequently, the parties expressly
agree that the Employer shall be entitled to injunctive
and/or other equitable relief to prevent a breach of this
agreement, and to secure the enforcement of the terms and
conditions herein in addition to any other legal or
equitable remedy which may be available.
<PAGE>
13. Severance Pay. Between January 1 and January
10, 1998, the Employer shall pay the Employee, if living,
or, if not, his estate, severance pay which shall be
predicated on four days of work for each of the Employee's
twenty-eight (28) years of service to the Employer (a total
of 112 work days), two hundred sixty (260) work days per
year and the Employee's compensation rate set out in paragraph
3(a). The right to receive severance pay may not be assigned
or transferred at any time by the Employee and any effort
by the Employee to do so shall result in a forfeiture of
the right to receive the payment.
14. Termination by Employer. The Employer shall
have the right to terminate this Agreement at any time, but
only for cause. For purposes of this Agreement "cause"
shall exist if:
(a) The Employee fails to discharge his
responsibilities hereunder to the satisfaction of the
Chairman of the Board of the Employer after being
reprimanded in writing for a prior failure to do so and
then given ninety (90) days to properly discharge his
date; or
(b) The Employee violates the restrictive
provisions of paragraph 11.
15. Termination by Employee. The Employee shall
have the right to terminate this Agreement at any time by
giving one hundred twenty (120) days written notice to the
Employer; provided, however, the restrictions imposed on the
Employee under paragraph 11 shall survive his termination.
16. Notices. Any notice required or permitted to
be given under this Agreement shall be sufficient if in
writing, and if sent by registered mail or certified mail to
his residence in the case of the Employee, or to its
principal office in the case of the Employer.
17. Waiver of Breach. Waiver by the Employer of a
breach of any provision of this Agreement by the Employee
shall not operate to be construed as a waiver of any
subsequent breach by the Employee.
18. Entire Agreement. This instrument contains the
entire agreement of the parties. It may not be changed
orally but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.
19. Benefit. This Agreement shall inure to the
benefit of, and shall be binding upon, their heirs,
successors, assigns, and legal representatives.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this
Agreement the day and year aforesaid.
EMPLOYER:
SF SERVICES, INC.
By: /s/ Johnny H. Wilson
--------------------
Johnny H. Wilson
Chairman of the Board
ATTEST:
/s/ Elizabeth White
--------------------
Elizabeth White, Secretary
EMPLOYEE:
/s/ Robert P. Dixon
-------------------
Robert P. Dixon
<PAGE>
EXHIBIT 21
LIST OF SUBSIDIARIES:
NAME STATE OF INCORPORATION
- ------------------------ ----------------------
Cloverleaf Cooperative Mississippi
SFA, Inc. Arkansas
Deep South Farmers Supply, Inc. Louisiana
Professional Technologies, Inc. Arkansas
AgGrow Finance, Inc. Arkansas
Southern Farm Fish Processors, Inc. Arkansas
SF Technical Services, Inc. Arkansas
Northeast Arkansas Oil Company, LLC Arkansas
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AND
CONSOLIDATED STATEMENTS OF INCOME AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<CASH> 3,214
<SECURITIES> 0
<RECEIVABLES> 40,769
<ALLOWANCES> 950
<INVENTORY> 84,216
<CURRENT-ASSETS> 138,927
<PP&E> 57,653
<DEPRECIATION> 21,997
<TOTAL-ASSETS> 192,622
<CURRENT-LIABILITIES> 118,458
<BONDS> 0
0
2,756
<COMMON> 125
<OTHER-SE> 48,805
<TOTAL-LIABILITY-AND-EQUITY> 192,622
<SALES> 590,480
<TOTAL-REVENUES> 0
<CGS> 556,030
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (20,241)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,940
<INCOME-PRETAX> 6,250
<INCOME-TAX> 3,678
<INCOME-CONTINUING> 2,572
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,572
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
