<page> Cagle's-Keystone Foods, L.L.C. Financial Statements as of and for the Years Ended December 29, 2001 (Restated) and December 30, 2000 and Independent Auditors' Report </page> <page> INDEPENDENT AUDITORS' REPORT Steering Committee of Cagle's-Keystone Foods, L.L.C. We have audited the accompanying balance sheets of Cagle's-Keystone Foods, L.L.C. (the "Company") as of December 29, 2001 and December 30, 2000 and the related statements of operations, members' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 29, 2001 and December 30, 2000 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 1, the Company changed its method of accounting for derivative instruments and hedging activities in 2001. As discussed in Note 8, the accompanying December 29, 2001 financial statements have been restated. /s/ Deloitte & Touche LLP Atlanta, GA April 5, 2002 (August 28,2002 as to the effects of the restatement discussed in Note 8) </page> <page> CAGLE'S-KEYSTONE FOODS, L.L.C. BALANCE SHEETS December 29, December 30, .. 2001 2000 .. As Restated .. See Note 8 .. ------------ ------------ ASSETS CURRENT ASSETS: Cash 1,071,477 392,143 Accounts receivable: 0 0 Related parties 5,806,410 11,610,234 Other 4,516,417 3,116,046 .. ------------ ------------ 10,322,827 14,726,280 Related party note receivable 523,000 1,023,000 Inventories 9,770,077 9,596,188 Prepaid expenses 1,420,651 1,759,364 .. ------------ ------------ Total current assets 23,108,032 27,496,975 PROPERTY, PLANT, AND EQUIPMENT: Land 1,751,369 1,192,200 Land improvements 13,501,091 13,447,600 Buildings and building equipment 39,662,467 39,495,042 Machinery and equipment 24,647,493 22,639,121 Furniture and fixtures 867,029 845,903 Construction-in-process 137,685 262,465 .. ------------ ------------ 80,567,134 77,882,331 Less accumulated depreciation (12,412,646) (6,795,844) .. ------------ ------------ Property, plant, and equipment, net 68,154,488 71,086,487 INVESTMENTS IN AFFILIATED COMPANIES 279,461 103,774 OTHER ASSETS 270,449 1,377,775 .. ------------ ------------ Total 91,812,430 100,065,011 ============ ============ LIABILITIES AND MEMBERS' DEFICIT CURRENT LIABILITIES: Accounts payable: Related parties 206,935 206,935 Other 5,476,376 5,604,491 Accrued expenses 2,509,032 2,693,355 Current portion of long-term debt: Related party 17,193,086 13,400,000 Others 26,850,000 5,400,000 .. ------------ ------------ Total current liabilities 52,235,429 27,304,781 LONG TERM DEBT 40,156,500 76,170,000 .. ------------ ------------ Total liabilities 92,391,929 103,474,781 MEMBERS' DEFICIT (579,499) (3,409,770) .. ------------ ------------ Total 91,812,430 100,065,011 ============ ============ See notes to financial statements. </page> <page> CAGLE'S-KEYSTONE FOODS, L.L.C. STATEMENTS OF OPERATIONS Year Ended December 29, December 30, 2001 2000 .. -------------- -------------- NET SALES: Related parties $ 129,839,838 $ 121,483,983 Other 23,077,990 15,723,298 .. -------------- -------------- Total net sales 152,917,828 137,207,281 COST OF PRODUCTS SOLD 136,124,829 119,369,648 SELLING AND ADMINISTRATIVE EXPENSES 4,701,023 4,840,808 .. -------------- -------------- OPERATING GAIN 12,091,976 12,996,825 OTHER INCOME (EXPENSE): Other income 373,107 186,832 Interest expense (4,602,745) (7,546,209) .. -------------- -------------- (4,229,638) (7,359,377) .. -------------- -------------- NET INCOME 7,862,338 5,637,448 See notes to financial statements. </page> <page> CAGLE'S-KEYSTONE FOODS, L.L.C. STATEMENTS OF MEMBERS' DEFICIT FOR THE YEARS ENDED DECEMBER 29, 2001 (As Restated, See Note 8) AND DECEMBER 30, 2000 Executive Holdings Cagle's Ltd. Inc. Total .. ----------- ----------- ----------- BALANCE - January 1, 2000 $(6,201,514) $(2,657,771) $(8,859,285) Net Income 3,946,213 1,691,235 5,637,448 Distributions to Members (854,583) (366,250) (1,220,833) Capital Contributions 723,000 309,900 1,032,900 .. ----------- ----------- ----------- BALANCE - December 30, 2000 (2,386,884) (1,022,886) (3,409,770) Net Income 5,503,637 2,358,701 7,862,338 Other Comprehensive Income: Cumulative effect adjustment for change in accounting (Note 1) 149,800 64,200 214,000 Net change in fair value of: Interest Rate Hedge of Company- Fundco, as restated, see note 8 (1,347,042) (577,304) (1,924,346) Interest Rate Hedge of Credit Company Equity Method Investment (53,958) (23,125) (77,083) .. ----------- ----------- ----------- Total Comprehensive Income as restated, see Note 8 4,252,437 1,822,472 6,074,909 Distributions to members (2,271,247) (973,391) (3,244,638) .. ----------- ----------- ----------- BALANCE - December 29, 2001 as restated, see Note 8 $ (405,694) $ (173,805) $ (579,499) .. =========== =========== =========== See notes to financial statements. </page> <page> CAGLE'S-KEYSTONE FOODS, L.L.C. STATEMENTS OF CASH FLOWS Year Ended .. -------------------------- December 29, December 30, 2001 2000 .. ------------ ------------ OPERATING ACTIVITIES: Net income $ 7,862,338 $ 5,637,448 Adjustments to reconcile net income to net cash provided 0 0 by (used in) operating activities: 0 0 Depreciation and amortization 5,736,583 4,538,416 Undistributed income from affiliate (237,563) (112,373) Changes in operating assets and liabilities: 0 0 Accounts receivable 4,403,453 (11,495,978) Inventories (173,889) (2,675,541) Prepaid expenses 338,713 (287,878) Other assets 1,107,519 (12,379) Accounts payable (1,884,461) (223,428) Accrued expenses (184,323) 998,923 .. ------------ ------------ Net cash provided by (used in) operating activities 16,968,370 (3,632,790) INVESTING ACTIVITIES: Purchases of property, plant, and equipment (2,804,584) (994,123) Receipts on notes receivable 500,000 0 Investment in affiliated company 30,600 39,337 Borrowings of note receivable 0 (173,000) .. ------------ ------------ Net cash used in investing activities (2,273,984) (1,127,786) FINANCING ACTIVITIES: Proceeds from long-term borrowings 33,864,917 31,700,000 Payments on long-term borrowings (44,635,331) (26,380,000) Distributions to Members (3,244,638) (1,220,833) Capital contributions 0 1,032,900 .. ------------ ------------ Net cash (used in) provided by financing activities (14,015,052) 5,132,067 .. ------------ ------------ NET INCREASE IN CASH 679,334 371,491 CASH: Beginning of year 392,143 20,652 .. ------------ ------------ End of year 1,071,477 392,143 .. ============ ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION - Cash paid during the year for interest 5,051,722 7,231,081 See notes to financial statements. </page> <page> CAGLE'S-KEYSTONE FOODS, L.L.C. NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 29, 2001 (as restated) AND DECEMBER 30, 2000 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business - Cagle's-Keystone Foods, L.L.C. (the "Company") was established as a Limited Liability Company on October 31, 1997 and is a joint venture between Cagle's, Inc. (30%) and Executive Holdings L.P. (70%). The Company's operations are located in Albany and Franklin, Kentucky. The latest date at which the Limited Liability Company is to dissolve is December 31, 2022. The Company is engaged in the production and sale of processed chicken and commenced production during November 1998. Prior to that date, the Company was a development stage entity. The majority of the Company's sales are made to the joint venture partners (see Note 3). Revenue Recognition - The Company recognizes revenue when product is shipped to customers. Inventories - Live field inventories are stated at the lower of cost or market, and breeders are stated at cost, less accumulated amortization. Breeder costs are accumulated up to the production stage. Such costs are amortized into hatching egg costs over the estimated production lives based on monthly egg production. Finished products, feed, medication, and supplies are stated at the lower of cost or market determined by the first-in, first-out method. Inventories at December 29, 2001 and December 30, 2000, respectively, consist of the following: 2001 2000 Finished products 1,283,843 2,170,612 Field inventory, breeders, and eggs 6,793,921 5,959,942 Feed, ingredients, and medication 1,072,920 923,727 Supply inventory 619,393 541,907 .. ---------- --------- 9,770,077 9,596,188 .. ========== ========= Property, Plant, and Equipment - Property, plant, and equipment are stated at cost. Depreciation is computed principally by the units-of-production method for financial reporting purposes over the following periods: 	Buildings and improvements 3-30 years 	Machinery, furniture, and equipment 3-17 years 	Land improvements	 7 years The Company evaluates the estimated useful lives and the carrying value of assets on a periodic basis to determine whether events or circumstances warrant revised estimated useful lives or whether any impairment exists. Management believes that no impairment existed at December 29, 2001. </page> <page> Other Assets - Other assets consist primarily of loan origination fees which are amortized on a straight-line basis over seven years. Investment in Unconsolidated Affiliate - The equity method of accounting is used to account for the Company's investment in unconsolidated affiliates because of the Company's ability to exercise significant influence. Fair Value of Financial Instruments - The carrying amounts of cash, accounts receivable, and accounts payable reflected in the financial statements approximate fair values because of the short-term nature of these instruments. Based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities, the Company estimates that the carrying value of its long-term debt approximates fair value. The fair value of the interest rate swaps (see Note 2) is the amount the Company would receive or pay to terminate its swap agreements. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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. Fiscal Year-End - The Company follows a fiscal year that ends on the Saturday nearest to the end of the month of December. Income Taxes - The Company is a Limited Liability Company which allows the Company to be treated as a partnership for income tax purposes. As a partnership, it is not subject to income taxes and the partners report their proportionate share of the income in their tax returns. Interest Rate Swap Agreements - These agreements involve the receipt of a floating rate of interest on long-term debt in exchange for a fixed-rate of interest over the life of the agreements without an exchange of the underlying debt principal amount. The differential to be paid or received under the agreements is accrued as interest rates change and recognized as an adjustment to interest expense related to the debt. The swap agreements are designated as cash flow hedges and its fair values are recognized in the financial statements in other comprehensive income in member's equity. Derivative Instruments and Hedging Activities - On December 31, 2000 the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, which amended SFAS No. 133. The new standards require companies to record derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The impact on the Company of adopting this new accounting standard on December 31, 2000 resulted in a cumulative increase in other comprehensive income of approximately $214,000. New Accounting Pronouncement - In June 2001, the Financial Accounting Standard Board ("FASB") issued SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 and eliminates the pooling of interest method of accounting. SFAS No. 142 changes the accounting for goodwill and intangible assets that have an indefinite useful life from an amortization method to an impairment only approach and is required to be adopted by the Company on December 30, 2001. The Company is evaluating the effects of these new standards; however, the Company does not anticipate any material impact on the Company's consolidated results of operations, financial position or cash flows as a result of the adoption of these standards. </page> <page> 2.	LONG-TERM DEBT Long-term debt at December 29, 2001 and December 30, 2000, respectively, consists of the following: 2001 2000 .. ----------- ----------- Notes payable to GA/KY Fundco L.L.C.. under a term loan agreement, variable interest rate (2.8125% at December 29, 2001 and 7.4375% at December 30, 2000) commencing March 31, 2000, maturing on September 30, 2004. 52,006,500 62,870,000 Note payable to GA/KY Fundco LLC under a revolving credit agreement, variable interest rate (4.75% at December 29, 2001 and 7.75% at December 30, 2000) maturing on September 30, 2002. The Company is currently in the process of refinancing the loan balance. 3,000,000 3,200,000 Note payable to GA/KY Fundco LLC under a revolving credit agreement, variable interest rate (2.94% at December 29, 2001 and 9.50% at December 30, 2000) maturing on September 30, 2002. The Company is currently in the process of refinancing the loan balance. 12,000,000 14,500,000 Note payable to Kentucky Highlands Investment Corporation 0 1,000,000 Note payable to Cagle Foods JV, L.L.C. ("Camilla"), 0% at December 29, 2001 and 7.37% at December 30, 2000, due on demand. 17,193,086 13,400,000 .. ----------- ----------- Total 84,199,586 94,970,000 Current portion of long-term debt 44,043,086 18,800,000 .. ----------- ----------- Total long-term debt $40,156,500 $76,170,000 .. =========== =========== On November 7, 1997, GA/KY Fundco L.L.C. ("Fundco") (a 50%-owned subsidiary) on behalf of Cagle Foods JV, L.L.C. ("Camilla") (a related party) and the Company executed a loan agreement for a $95 million term loan facility and a $30 million revolving loan facility at variable interest rates. The proceeds were used to construct and operate the hatchery, feed mill, and processing plant in Kentucky. These loans are guaranteed by the Company and Camilla. Fundco was established in 1997 as a 50%-owned subsidiary of both the Company and Camilla. Fundco is a special purpose entity set up for borrowing of funds from a group of banks to fund the capital needs of the Company and Camilla. All borrowing terms entered into by Fundco are the same borrowing terms passed down to the Company and Camilla. Fundco has no other operations. At December 29, 2001, Camilla had $4.9 million outstanding for the term loan facility and $0 million outstanding for the revolving loan facility. In 2001, the loan from Camilla matured and was converted to a note payable due on demand bearing no interest. Previously the loan bore interest at a rate of 7% per annum. </page> <page> Aggregate maturities of long-term debt during the years subsequent to December 29, 2001 are as follows: Fiscal Year Ended December 28, 2002 $ 44,043,086 December 27, 2003 14,600,000 December 27, 2004 25,556,500 .. ------------ $ 84,199,586 .. ============ The Company incurred approximately $660,489 in loan origination costs related to the term loan and revolver, which is being amortized on a straight-line basis over seven years (the term of the loan). Amortization expense related to the loan origination costs amounted to approximately $94,000 annually in 2001 and 2000. On December 31, 1997, Fundco, on behalf of the Company and Camilla, entered into two interest rate swap agreements with third parties with expiration dates of December 31, 2002, which effectively fix the rate on original notional amounts of $58.50 million at rates of 5.98% and 6%, plus a spread based on the Company's debt-to-cash-flow ratio. These notional amounts change in the future based on amounts outstanding under the Company's term and revolving loan agreements. Under the terms of the agreements, the Company makes payments at fixed rates and receives payments at variable rates based on the three-month LIBOR rate. Approximately $1,756,000 in unrealized losses and $209,000 in unrealized losses exist on these agreements at December 29, 2001 (see Note 8) and December 30, 2000, respectively. The Company does not intend to terminate these agreements prior to the maturity date. The Company is exposed to credit loss in the event of nonperformance by the other third parties to the interest rate swap agreement. However, the Company does not anticipate nonperformance by the third parties. 3. RELATED PARTY TRANSACTIONS Sales to the Company's owners (Executive Holdings, L.P. and Cagle's, Inc.) represented 85% and 89% of net sales during the fiscal years ended December 29, 2001 and December 30, 2000, respectively. The Company currently sells de-boned chicken at cost plus $.03 per eviscerated pound. Executive Holdings L.P. and Cagle's Inc. both charge the Company administrative fees based on the Company's volume of production. These fees totaled $1,876,757 and $947,471 in 2001 and 2000, respectively. </page> <page> The Company entered into a loan agreement with Franklin Poultry Equipment Company L.L.C. to advance $1.6 million in funds to finance operations. Franklin Poultry Equipment Company, L.L.C. is a joint venture between Cagle's Inc. and Executive Holding LP, whose primary purpose is to supply independent farmers equipment necessary for production of chickens owned by the Company. This loan bears interest at a rate of 7% per annum with the principal due to mature during fiscal year 2002. The balance at December 29, 2001 was $523,000. If sufficient funds are not available for repayment, management expects that such loan will be refinanced. During 1999, the Company entered into an agreement with Cagle Foods Credit, LLC (the "Credit Company") whereby the Company agreed to pay the Credit Company $192,138 annually in 2001 and 2000, in connection with the Credit Company's notes receivable from growers. This payment was required in order to enable the growers to finance the facilities necessary to fulfill their contracts with the Company. The payment will be amortized over the life of the growers' contracts with the Company. Sales, expenses, and balances with related parties for 2001 and 2000 are summarized as follows: 2001 - ----------------------------------------------------------------------------- Cagle Executive Franklin Cagle Foods Holdings Equipment Foods Credit Key Cagle Cagle's , L.P. Co. JV, LLC , LLC Farms Farm Inc. .. ---------- --------- ---------- ------- ---------- ----- ------ Net Sales 55,499,709 0 6,438,185 0 67,901,944 0 0 Purchases 0 0 128,045 0 0 5,123 53,261 Interest Income 0 42,753 0 0 0 0 0 Balance at year-end: Accounts Receivable 5,574,444 18,016 0 0 213,950 0 0 Notes Receivable 0 523,000 0 0 0 0 0 Accounts Payable 0 0 14,797 192,138 0 0 0 Notes Payable and accrued interest 0 0 17,193,086 0 0 0 0 2000 - ----------------------------------------------------------------------------- Cagle Executive Franklin Cagle Foods Holdings Equipment Foods Credit Key Cagle Cagle's , L.P. Co. JV, LLC , LLC Farms Farm Inc. .. ---------- --------- ---------- ------- ---------- ----- ------ Net Sales 48,659,615 0 3,909,554 0 68,914,814 0 0 Purchases 0 0 1,411,027 0 0 7,610 58,088 Interest Income 0 64,941 0 0 0 0 0 Balance at year-end: Accounts Receivable 3,622,230 23,888 510,994 0 7,453,122 0 0 Notes Receivable 0 1,023,000 0 0 0 0 0 Accounts Payable 0 0 14,797 192,138 0 0 0 Notes Payable and accrued interest 0 0 13,936,796 0 0 0 0 </page> <page> 4. COMMITMENTS During 1998, the Company entered into a ten-year power contract with South Kentucky Rural Electric Cooperative Corporation (the "Co-op"). Under that agreement, the Co-op agreed to construct a substation and other facilities necessary to supply the Company with the power required. The costs of constructing those facilities will be recovered through rates over the life of the contract. The Company leases machinery and equipment under operating leases. Rent expenses for 2001 and 2000 were $2,537,068 and $2,481,361, respectively. Future minimum payments under noncancelable operating leases with initial terms of one year or more consisted of the following at December 29, 2001: December 28, 2002 $ 1,165,976 December 27, 2003 1,056,473 December 27, 2004 1,051,128 January 1, 2006 951,864 December 30, 2006 847,896 Thereafter 842,499 .. ----------- $ 5,915,836 .. =========== 5. INVESTMENT IN UNCONSOLIDATED AFFILIATE Effective December 1995, Cagle's Inc.; Executive Holdings, L.P.; and Cagle Foods JV, L.L.C. formed the Credit Company. Each Company made capital contributions of $3,000. Effective July 1, 1998, the Company became a member of the Credit Company, at which time the Company made a capital contribution of $14,037. The Credit Company was formed for the purpose of financing the facilities of the Company's and Camilla's contract growers. The undistributed income from this affiliate allocated to the Company was approximately $280,000 and $104,000 in 2001 and 2000, respectively. The Credit Company executed a loan agreement for a $37.7 million revolving loan facility at variable interest rates. The Company and Camilla have guaranteed the borrowings under the loan agreement. The Credit Company has received advances of approximately $26.3 million and $36.1 million on the revolving facility at December 29, 2001 and December 30, 2000, respectively. The revolving loan facility requires monthly installments. The Credit Company is required to make a final balloon payment in September 2002. The Credit Company has refinanced the loan, on April 30, 2002 for five years. The Credit Company has consumer loans receivable of approximately $27.3 million and $34.9 million at December 29, 2001 and December 30, 2000, respectively. The Credit Company has total assets of approximately $27.9 million and total liabilities of approximately $26.8 million as of December 29, 2001, and net income of approximately $949,000 and $416,000 for the years ended December 29, 2001 and December 30, 2000. 6. BENEFIT PLANS The Company contributes to a 401(k) retirement plan for all employees who meet the eligibility requirements. Under the plan, the Company contributes up to 2% of participating employees' salaries. Amounts contributed by the Company to the 401(k) plan totaled $78,403 and $346,476 in 2001 and 2000, respectively. </page> <page> 7. CONTINGENCIES The Company is a party to various lawsuits in the ordinary course of doing business. The Company intends to defend these matters vigorously. The outcome of such lawsuits cannot presently be determined, but is not expected to have a material impact on the Company's financial position or results of operations. Accordingly, no provision for any loss that may result from such lawsuits has been made in the accompanying financial statements. 8. RESTATEMENT Subsequent to the issuance of the Company's December 29, 2001 financial statements, management determined that the fair value of the Company's interest rate swap agreement as of December 29, 2001, which is designated as a cash flow hedge of the Company's variable rate loan with Fundco, had been calculated incorrectly. As a result, the accompanying financial statements for the year ending December 29, 2001 have been restated. </page> <page> The following table summarizes the effects of the restatement: .. December 29, 2001 .. ---------------------------------- .. As Previously .. Reported As Restated Accounts receivable - other $ 4,665,647 $ 4,516,417 Accounts payable - other $ 3,720,030 $ 5,476,376 Members' equity (deficit) $ 1,326,077 $ (579,499) .. As Previously Reported .. -------------------------------------- .. Executive Cagle's .. Holdings Inc. .. L.P. Total Members' equity: Interest rate hedge of Company- Fundco $ 104,461 $ 44,769 $ 149,230 Interest rate hedge of credit company $ (21,758) $ (9,325) $ (31,083) Total comprehensive income $ 5,586,340 $ 2,394,145 $ 7,980,485 Balance - December 29, 2001 $ 928,209 $ 397,868 $ 1,326,077 .. As Restated .. -------------------------------------- .. Executive Cagle's .. Holdings Inc. .. L.P. Total Members' deficit: Cumulative effect adjustment for Change in accounting $ 149,800 $ 64,200 $ 214,000 Net change in fair value: Interest rate hedge of Company- Fundco $(1,347,042) $ (577,304) $(1,924,346) Interest rate hedge of credit company $ (53,958) $ (23,125) $ (77,083) Total comprehensive income $ 4,252,437 $ 1,822,472 $ 6,074,909 Balance - December 29, 2001 $ (405,694) $ (173,805) $ (579,499) </page>