SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment 1, July 25, 1997)
Current Report Pursuant to Section 12 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 19, 1997
RED OAK HEREFORD FARMS, INC.
_________________________________
(Exact Name of Registrant as Specified in its Charter)
NEVADA 33-89714 84-1120614
_______ _________ __________
(State or Other (Commission (Employer
Jurisdiction) File Number) Identification
Number
2010 Commerce Drive, Red Oak, Iowa 51566
____________________________________________
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (712) 623-9224
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS
On May 19, 1997, the board of directors of the Company approved an
Agreement to Exchange Stock pursuant to which the Company issued 1,538,462
restricted common shares of the Company in exchange for all of the issued and
outstanding shares of Midland Cattle Company, Inc., an Iowa corporation
("Midland").
Started in 1985, Midland Cattle Company, as an Iowa joint venture, Midland
reorganized on May 19, 1997 as a corporation formed under the laws of the state
of Iowa. Midland has three shareholders, Gordon Reisinger, Charles Kolbe and
John Derner. The three Midland shareholders are also directors of the Company.
Prior to the exchange of stock, the Company contracted with Midland for beef
supply and brokerage services.
Midland is in the cattle brokerage business, supplying area feedlots with
feeder cattle and actively marketing fed cattle. Midland's operations include
acting as a broker for individuals and organizations looking to buy or sell
cattle and Midland may purchase cattle short or long to cover customer
requirements. Consequently, some of the cattle are owned by Midland and carried
as inventory until a buyer is found.
Midland currently leases a feedlot in Red Oak, Iowa and owns the buildings,
equipment and vehicles located on the feedlot. Including leasehold
improvements, Midland's property and equipment have a book value of
approximately $878,959 as of March 31, 1997.
The Company intends that Midland's current operations shall continue.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
The audited financial statements of Midland Cattle Company, Inc., for
year ended December 31, 1996 and unaudited balance sheet and income
statements for the period January 1, 1997 through March 31, 1997.
(b) Pro Forma Financial Information
As of the original date of filing of this Current Report on Form 8-K,
it was impracticable for the Registrant to provide the pro forma
financial information required by this Item 7(b). In accordance with
Item 7(b) of Form 8-K, such financial statements are now filed by
amendment to this Form 8-K.
The following unaudited pro forma condensed consolidated financial
statements are filed with this amended report:
Midland Cattle Company:
_________________________
Condensed Balance Sheetsas of March 31, 1997 and 1996
Condensed Statements of Operations for three months ended March 31, 1997
and 1996 Condensed Statements of Cash Flows for three months ended March
31, 1997 and 1996.
Red Oak Hereford Farms, Inc.:
______________________________
Pro Forma Consolidated Condensed Financial Statements for March 31, 1997
and 1996
The unaudited pro forma condensed consolidated financial statements have
been prepared by Registrant based upon assumptions deemed proper by it.
The unaudited pro forma condensed consolidated financial statements
presented herein are shown for illustrative purposes only and are not
necessarily indicative of the future financial position or future results
of operations of Registrant, or of the financial position or results of
operations of Registrant that would have actually occurred had the
transaction been in effect as of the date or for the periods presented.
The unaudited pro forma condensed consolidated financial statements should
be read in conjunctins with the historical financial statements and related
notes of Registrant.
(c) Exhibits
No. Description
2.1 Agreement to Exchange Stock
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
RED OAK HEREFORD FARMS, INC.
Date: July 25, 1997
By: /s/ Gordon Reisinger
___________________________
Gordon Reisinger
President and Chief Accounting Officer
MIDLAND CATTLE COMPANY
CONDENSED BALANCE SHEETS - Page 1
MARCH 31, 1997 AND 1996
(Unaudited)
ASSETS
1997 1996
------------- -------------
CURRENT ASSETS
Accounts receivable $ 3,147,517 $ 2,501,412
Inventory 258,160 615,573
Prepaid expenses and other assets 64,725 17,861
------------- -------------
Total Current Assets 3,470,402 3,134,846
PROPERTY AND EQUIPMENT, At cost
Buildings 216,500 216,500
Vehicles and equipment 57,920 57,920
------------- -------------
274,420 274,420
Less: Accumulated depreciation 116,458 95,137
------------- -------------
157,962 179,283
------------- -------------
TOTAL ASSETS $ 3,628,364 $ 3,314,129
============= =============
See Note to Condensed Financial Statements
MIDLAND CATTLE COMPANY
CONDENSED BALANCE SHEETS - Page 2
MARCH 31, 1997 AND 1996
(Unaudited)
LIABILITIES AND PARTNERS' EQUITY
1997 1996
------------- -------------
CURRENT LIABILITIES
Accounts payable $ 739,499 $ 291,584
Accrued expenses 20,943 28,748
Checks outstanding in excess
of bank balance 618,629 462,651
Notes payable - Bank 1,371,617 1,863,588
------------- -------------
Total Current Liabilities 2,750,688 2,646,571
PARTNERS' EQUITY 877,676 667,558
------------- -------------
TOTAL LIABILITIES AND
PARTNERS' EQUITY $ 3,628,364 $ 3,314,129
============= =============
See Note to Condensed Financial Statements
MIDLAND CATTLE COMPANY
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
1997 1996
------------- -------------
NET SALES $19,085,532 $13,689,456
COST OF GOODS SOLD 18,673,922 13,585,243
------------- -------------
GROSS PROFIT 411,610 104,213
OPERATING EXPENSES 258,572 275,181
------------- -------------
INCOME (LOSS) FROM OPERATIONS 153,038 (170,968)
OTHER EXPENSE Interest 93,636 65,781
------------- -------------
NET INCOME (LOSS) $ 59,402 $ (236,749)
============= =============
See Note to Condensed Financial Statements
MIDLAND CATTLE COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
1997 1996
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 59,402 $ (236,749)
Items not requiring cash:
Depreciation and amortization 4,700 4,700
Changes in:
Accounts receivable (849,142) (1,033,153)
Inventories (153,221) (572,570)
Prepaid expenses and other assets (15,458) 16,137
Accounts payable and accrued expenses 313,195 69,021
------------- -------------
Net cash used in operating
activities (640,524) (1,752,614)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital distributions (60,464) (50,000)
Advance from line of credit 664,391 1,339,963
Increase in checks outstanding
in excess of bank balance 36,597 62,651
------------- -------------
Net cash provided by financing
activities 640,524 1,752,614
------------- -------------
INCREASE (DECREASE) IN CASH - -
CASH, BEGINNING OF PERIOD - -
------------- -------------
CASH, END OF PERIOD - -
============= =============
See Note to Condensed Financial Statements
MIDLAND CATTLE COMPANY
NOTE TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 1997 and 1996
Midland Cattle Company (Midland) was formed November 9, 1987 as a joint
venture. Midland's operations consist of buying and selling feeder cattle in
wholesale markets. Feeder cattle are sold and unsecured credit is extended
ordinarily to feedlots in the Midwest and Southwest United States.
Midland reorganized on May 19, 1997 as an Iowa corporation and all of the
issued and outstanding shares of stock were exchanged for 1,538,462 restricted
common shares of Red Oak Hereford Farms, Inc.
The condensed financial statements do not include all footnotes and certain
financial information normally presented annually under generally accepted
accounting principles and, therefore, should be read in conjunction with
Midland's December 31, 1996 financials included elsewhere in this Form 8-K.
Accounting measurements at interim dates inherently involve greater reliance on
estimates than at year-end. The results of operations for the three months
ended March 31, 1997 are not necessarily indicative of results that can be
expected for the full year.
The condensed financial statements included herein are unaudited; however,
they contain all adjustments (consisting of normal accruals) which, in the
opinion of Midland, are necessary to present fairly its financial position at
March 31, 1997 and its results of operations and cash flows for the three months
ended March 31, 1997 and 1996.
See Note to Condensed Financial Statements
RED OAK HEREFORD FARMS, INC.
PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 1997 AND 1996
Red Oak Hereford Farms, Inc. (Red Oak) acquired Midland Cattle Company, Inc.
(Midland) on May 19, 1997, which acquisition was accounted for in a manner
similar to pooling of interest. The following unaudited pro forma consolidated
balance sheet gives effect to the acquisition as if it were consummated on March
31, 1997.
The following pro forma consolidated statements of operations for the three
months ended March 31, 1997 and 1996, and year ended December 31, 1996, set
forth the results of operations of Midland with the results of operations of Red
Oak as if the acquisition had occurred as of the first day of the period
presented.
The unaudited pro forma condensed consolidated financial statements should be
read in conjunction with the accompanying Note to the Pro Forma Condensed
Consolidated Financial Statements and with the historical Financial Statements
of Red Oak and Midland. The historical interim financial information for the
three months ended March 31, 1997 and 1996, used as a basis for the pro forma
condensed consolidated financial statements, include all necessary adjustments
which, in management's opinion, are necessary to present the data fairly. These
pro forma condensed consolidated financial statements may not be indicative of
the results of operations that actually would have occurred if the completed and
proposed mergers had been consummated on the dates assumed above or of the
results of operations that may be achieved in the future.
See Note to Condensed Consolidated Financial Statements
RED OAK HEREFORD FARMS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET - Page 1
MARCH 31, 1997
(Unaudited)
ASSETS
Midland
Red Oak Cattle Pro Forma
Hereford Company, Adjust- Consolid-
Farms Inc. ments ated
----------- ----------- ----------- -----------
CURRENT ASSETS
Cash $ 4,290 $ - $ 4,290
Accounts receivable 1,049,126 3,147,517 4,196,643
Inventory 1,257,492 258,160 1,515,652
Prepaid expenses
and other assets 35,346 64,725 100,071
----------- ----------- -----------
Total Current Assets 2,346,254 3,470,402 5,816,656
PROPERTY AND EQUIPMENT, At cost
Buildings and leasehold
improvements 65,345 216,500 281,845
Vehicles and equipment 122,107 57,920 180,027
----------- ----------- -----------
187,452 274,420 461,872
Less: Accumulated
depreciation (58,936) (116,458) (175,394)
----------- ----------- -----------
128,516 157,962 286,478
----------- ----------- -----------
OTHER ASSETS 61,414 - 61,414
----------- ----------- -----------
TOTAL ASSETS $2,536,184 $3,628,364 $6,164,548
See Note to Condensed Consolidated Financial Statements
RED OAK HEREFORD FARMS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET - Page 2
MARCH 31, 1997
(Unaudited)
LIABILITIES AND EQUITY
Midland
Red Oak Cattle Pro Forma
Hereford Company, Adjust- Consolid-
Farms Inc. ments ated
----------- ----------- ----------- -----------
CURRENT LIABILITIES
Accounts payable $ 105,424 $ 739,499 $ 844,923
Accounts payable -
related parties 19,075 19,075
Accrued expenses 79,126 20,943 100,069
Checks outstanding in
excess of bank balance 618,629 618,629
Notes payable - Bank 454,322 1,371,617 1,825,939
Notes payable - Other 125,000 125,000
Current maturities of
long-term debt 1,013,685 1,013,685
----------- ----------- -----------
Total Current Liabilities 1,796,632 2,750,688 4,547,320
----------- ----------- -----------
LONG-TERM LIABILITIES
Notes payable 477,647 477,647
Deferred income 300,000 300,000
Deferred payables $1,000,000 1,000,000
----------- ----------- ----------- -----------
Total Long-Term Liabilities 777,647 0 1,000,000 1,777,647
----------- ----------- ----------- -----------
TOTAL LIABILITIES 2,574,279 2,750,688 1,000,000 6,324,967
----------- ----------- ----------- -----------
EQUITY
Common stock 11,234 1,538 12,772
Additional paid-in capital 186,968 876,138 (1,000,000) 63,106
Retained earnings (deficit) (236,297) (236,297)
----------- ----------- ----------- -----------
Total Equity (38,095) 877,676 (1,000,000) (160,419)
----------- ----------- ----------- -----------
TOTAL LIABILITIES AND EQUITY $2,536,184 $3,628,364 $ 0 $6,164,548
=========== =========== =========== ===========
See Note to Proforma Condensed Consolidated Financial Statements
RED OAK HEREFORD FARMS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR QUARTER ENDED MARCH 31, 1997
(Unaudited)
Midland
Red Oak Cattle
Hereford Company, Adjust- Consolid-
Farms Inc. ments ated
----------- ----------- ----------- -----------
NET SALES $ 8,464,897 $19,085,532 $(155,963) $27,394,466
----------- ----------- ----------- -----------
COST OF GOODS SOLD 8,917,106 18,673,922 (155,963) 27,435,065
----------- ----------- ----------- -----------
GROSS PROFIT (452,209) 411,610 0 (40,599)
OPERATING EXPENSES 253,959 258,573 512,532
----------- ----------- ----------- -----------
OPERATING INCOME (LOSS) (706,168) 153,037 0 (553,131)
OTHER EXPENSE
Interest expense - net 48,674 93,635 142,309
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (754,842) $ 59,402 $ 0 $ (695,440)
=========== =========== =========== ===========
See Note to Proforma Condensed Consolidated Financial Statements
RED OAK HEREFORD FARMS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR QUARTER ENDED MARCH 31, 1996
(Unaudited)
Midland
Red Oak Cattle Pro Forma
Hereford Company, Adjust- Consolid-
Farms Inc. ments ated
----------- ----------- ----------- -----------
NET SALES $13,256,570 $13,689,456 $(361,679) $26,584,347
COST OF GOODS SOLD 13,790,622 13,585,243 (361,679) 27,014,186
----------- ----------- ----------- -----------
GROSS PROFIT (LOSS) (534,052) 104,213 0 (429,839)
OPERATING EXPENSES 235,852 275,181 511,033
----------- ----------- ----------- -----------
OPERATING INCOME (LOSS) (769,904) (170,968) 0 (940,872)
OTHER EXPENSE
Interest expense - net 30,751 65,781 96,532
----------- ----------- ----------- -----------
NET LOSS $ (800,655) $ (236,749) $ 0 $(1,037,404)
See Note to Proforma Condensed Consolidated Financial Statements
RED OAK HEREFORD FARMS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Unaudited)
Midland
Red Oak Cattle
Hereford Company, Adjust- Consolid-
Farms Inc. ments ated
----------- ----------- ----------- -----------
NET SALES $60,366,258 $65,078,680$(2,432,128) $123,012,810
COST OF GOODS SOLD 61,932,112 63,836,380 (2,432,128) 123,336,364
----------- ----------- ----------- -----------
GROSS PROFIT (LOSS) (1,565,854) 1,242,300 0 (323,554)
OPERATING EXPENSES 1,074,859 1,150,633 2,225,492
----------- ----------- ----------- -----------
OPERATING INCOME (LOSS) (2,640,713) 91,667 0 (2,549,046)
OTHER EXPENSE
Interest expense - net 194,145 164,736 358,881
----------- ----------- ----------- -----------
NET LOSS $(2,834,858) $ (73,069) $ 0 $(2,907,927)
=========== =========== =========== ===========
See Note to Proforma Condensed Consolidated Financial Statements
RED OAK HEREFORD FARMS, INC.
NOTE TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Unaudited)
1997 AND 1996
On May 19, 1997, the Board of Directors of Red Oak Hereford Farms approved an
agreement to exchange stock pursuant to which the Company issued 1,538,462
restricted $.001 per share common shares of the Company in exchange for all of
the issued and outstanding shares of Midland Cattle Company, Inc., an Iowa
corporation, whose operations consist of buying and selling feeder cattle in
wholesale markets.
As part of the acquisition of Midland Cattle Company, the Company has entered
into an agreement with the former owners of Midland Cattle Co. This agreement
calls for the Company to annually pay the former owners one-quarter of Midland
Cattle's profit up to an aggregate of $1,000,000. The liability for this
agreement has been reflected on the unaudited pro forma condensed consolidated
balance sheet. Intercompany sales have also been eliminated in the unaudited
pro forma condensed consolidated statement of operations.
See Note To Proforma Condensed Consolidated Financial Statements