1
EXHIBIT 12
PRO-FAC COOPERATIVE, INC.
(Dollars in Thousands)
Fiscal Year Ended
June 26, June 25, June 24, June 29, June 28,
1993 1994 1995 1996 1997
Computation Of Ratio Of Earnings To Fixed Charges and
Preferred Dividends
Income/(loss) before taxes, dividends and allocation of net proceeds
from current operations $(17,498) $23,698 $22,525 $ (9,531) $12,697
Deduct - Equity in undistributed earnings of CoBank (1,486) (1,541) (1,288) (1,532) (1,143)
-------- ------- ------- -------- -------
(18,984) 22,157 21,237 (11,063) 11,554
-------- ------- ------- -------- -------
Fixed charges:
Interest expense 13,753 11,587 29,035 41,998 36,473
Rentals (A) 0 0 800 1,420 1,457
-------- ------- ------- -------- -------
Total fixed charges 13,753 11,587 29,835 43,418 37,930
-------- ------- ------- -------- -------
Adjusted earning/(loss) before fixed charges $ (5,231) $33,744 $51,072 $ 32,355 $49,484
======== ======= ======= ======== =======
Preferred dividends $ 3,893 $ 3,717 $ 4,348 $ 8,523 $ 5,503
Add - Adjustment to reflect preferred dividends on a pretax basis1 0 0 0 4,391 2,835
-------- ------- ------- -------- -------
Preferred dividends on a pretax basis 3,893 3,717 4,348 12,914 8,338
Fixed charges 13,753 11,587 29,835 43,418 37,930
-------- ------- ------- -------- -------
Total $ 17,646 $15,304 $34,183 $ 56,332 $46,268
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Ratio of earnings to fixed charges and preferred dividends (B) 2.2:1 1.5:1 (B) 1.1:1
======== ======= ======= ========= =======
Computation of Pro Forma Ratio of Earnings to
Fixed Charges and Preferred Dividends
Adjusted earnings/(loss) before fixed charges, as above $ (5,231) $33,744 $ 51,072 $ 32,355 $49,484
======== ======= ======== ======== =======
Total fixed charges and pretax basis preferred dividends, as above $ 17,646 $15,304 $ 34,183 $ 56,332 $46,268
-------- ------- -------- -------- -------
Proforma preferred dividends assuming all "Retains" were
converted into preferred stock (retained earnings allocated
to members times the maximum dividend rate permitted by law
of 12 percent) 4,391 4,218 5,325 4,422 4,070
Add - Adjustments to reflect preferred dividends on a pretax basis1 0 0 0 2,278 2,097
-------- ------- -------- -------- -------
4,391 4,218 5,325 6,700 6,167
-------- ------- -------- -------- -------
Pro forma total fixed charges and pretax basis preferred dividends $ 22,037 $19,522 $ 39,508 $ 63,032 $52,435
======== ======= ======== ======== =======
Pro forma ratio of earnings to fixed charges and preferred dividends (C) 1.7:1 1.3:1 (C) (C)
======= ======= ========= ======== =======
<FN>
(A) Rentals deemed representative of the interest factor included in rent
expense.
(B) In fiscal years ended June 26, 1993 and June 29, 1996, the earnings were
inadequate by $22,877 and $23,977, respectively, to cover fixed charges and
pretax-basis preferred dividends.
(C) In fiscal years ended June 26, 1993, June 29, 1996, and June 28, 1997, the
earnings were inadequate by $27,268, $30,677, and $2,951, respectively, to
cover the amount of fixed charges and pretax-basis preferred dividends
which would have been declared and paid if all retained earnings allocated
to members' retains at the end of each fiscal periods had been converted to
preferred stock at the beginning of the period at the maximum dividend
permitted by law.
1 As a tax-exempt Cooperative until the acquisition of Curtice Burns, cash
dividends paid were an allowable deduction for computation of taxable
income.
</FN>