þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Mississippi
(State or other jurisdiction of incorporation or organization) |
64-0615843
(IRS Employer Identification No.) |
|
127 Flynt Road
Laurel, Mississippi (Address of principal executive offices) |
39443
(Zip Code) |
Title of each Class: | Name of exchange on which registered: | |
Common stock, $1.00 par value per share | The NASDAQ Stock Market LLC |
Large accelerated filer o | Accelerated filer þ |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
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EX-10.21 | ||||||||
EX-10.22 | ||||||||
EX-23 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 |
2
3
4
Fiscal Year Ended October 31, | ||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | ||||||||||||||||
Registrant processed chicken:
|
||||||||||||||||||||
Value added:
|
||||||||||||||||||||
Chill pack
|
33.6 | % | 31.0 | % | 28.5 | % | 31.2 | % | 31.1 | % | ||||||||||
Fresh bulk pack
|
44.4 | 45.1 | 44.3 | 46.1 | 50.3 | |||||||||||||||
Frozen
|
12.4 | 14.1 | 17.2 | 13.7 | 10.1 | |||||||||||||||
|
||||||||||||||||||||
Subtotal
|
90.4 | 90.2 | 90.0 | 91.0 | 91.5 | |||||||||||||||
|
||||||||||||||||||||
Non-value added:
|
||||||||||||||||||||
Ice pack
|
.3 | .3 | .3 | .7 | .8 | |||||||||||||||
Frozen
|
.1 | .0 | .0 | .0 | .0 | |||||||||||||||
|
||||||||||||||||||||
Subtotal
|
.4 | .3 | .3 | .7 | .8 | |||||||||||||||
|
||||||||||||||||||||
Total Company processed chicken
|
90.8 | 90.5 | 90.3 | 91.7 | 92.3 | |||||||||||||||
Prepared chicken
|
9.2 | 9.5 | 9.7 | 8.3 | 7.7 | |||||||||||||||
|
||||||||||||||||||||
Total
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||
|
5
Plant Location | Market Segment | Capacity Per Week* | Industry Bird Size | |||||||
Laurel, Mississippi
|
Big Bird Deboning | 625,000 | 7.60 | |||||||
Hazlehurst, Mississippi
|
Big Bird Deboning | 625,000 | 7.60 | |||||||
Hammond, Louisiana
|
Big Bird Deboning | 625,000 | 7.60 | |||||||
McComb, Mississippi
|
Chill Pack Retail | 1,250,000 | 5.87 | |||||||
Bryan, Texas
|
Chill Pack Retail | 1,250,000 | 5.87 | |||||||
Collins, Mississippi
|
Big Bird Deboning | 1,250,000 | 7.60 | |||||||
Moultrie, Georgia
|
Chill Pack Retail | 1,250,000 | 5.87 | |||||||
Waco, Texas
|
Big Bird Deboning | 1,250,000 | 7.60 |
* | At full capacity. |
6
7
8
9
10
11
12
13
| price; |
14
| product quality; | ||
| brand identification; | ||
| breadth of product line and | ||
| customer service. |
15
16
| market cyclicality and fluctuations in the price of feed grains and chicken products, as described above; | ||
| quarterly variations in our operating results, or results that vary from the expectations of securities analysts and investors; | ||
| changes in investor perceptions of the poultry industry in general, including our competitors; and | ||
| general economic and competitive conditions. |
17
18
19
Item 2.
Properties.
Use
Location (City, State)
Laurel, Mississippi
McComb, Mississippi
Hazlehurst and Gallman, Mississippi
Bryan and Robertson Counties, Texas
Moultrie and Adel, Georgia
Waco and McLennan County, Texas
Hammond, Louisiana
Collins, Mississippi
Kinston and Lenoir Counties, North
Carolina
Jackson, Mississippi
Laurel, Mississippi
Table of Contents
Executive
Name
Age
Office
Officer Since
62
Chairman of the Board of Directors and Chief Executive Officer
1984
(1)
58
President and Chief Operating Officer, Director
1996
(2)
52
Treasurer and Chief Financial Officer, Director
1993
(3)
61
Secretary and Chief Accounting Officer
1993
(4)
(1)
Joe F. Sanderson, Jr. has served as Chief Executive Officer of the Registrant since November
1, 1989, and as Chairman of the Board since January 8, 1998. Mr. Sanderson served as President
from November 1, 1989, to October 21, 2004. From January 1984 to November 1989, Mr. Sanderson
served as Vice-President, Processing and Marketing of the Registrant.
(2)
Lampkin Butts was elected President and Chief Operating Officer of the Registrant effective
October 21, 2004. From November 1, 1996 to October 21, 2004, Mr. Butts served as Vice
President Sales and was elected to the Board of Directors on February 19, 1998. Prior to
that time, Mr. Butts served the Registrant in various capacities since 1973.
(3)
D. Michael Cockrell became Treasurer and Chief Financial Officer of the Registrant effective
November 1, 1993, and was elected to the Board of Directors on February 19, 1998. Prior to
that time, for more than five years, Mr. Cockrell was a member and shareholder of the Jackson,
Mississippi law firm of Wise Carter Child & Caraway, Professional Association.
(4)
James A. Grimes became Secretary of the Registrant effective November 1, 1993. Mr. Grimes
also serves as Chief Accounting Officer, which position he has held since 1985.
Table of Contents
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
Stock Price
Fiscal Year 2009
High
Low
Dividends
$
38.24
$
21.65
$
.14
$
42.00
$
27.44
$
.14
$
48.53
$
38.59
$
.14
$
42.75
$
36.39
$
.15
Stock Price
Fiscal Year 2008
High
Low
Dividends
$
34.19
$
29.97
$
.14
$
41.94
$
32.83
$
.14
$
50.00
$
33.03
$
.14
$
43.76
$
27.49
$
.14
(d) Maximum
Number (or
(c) Total Number
Approximate
of Shares
Dollar Value) of
Purchased as Part
Shares that May
(a) Total Number
of Publicly
Yet Be Purchased
of Shares
(b) Average Price
Announced Plans
Under the Plans or
Period
Purchased
1
Paid per Share
or Programs
Programs
2
0
$
00.00
0
213,282
1,244
$
37.64
1,244
212,038
0
$
00.00
0
987,038
1,244
$
37.64
1,244
987,038
1
All purchases were made pursuant to the Companys Stock Incentive Plan under which
participants may satisfy tax withholding obligations incurred upon the vesting of restricted
stock by requesting the Company to withhold shares with a value equal to the amount of the
withholding obligation.
2
On October 22, 2009, the Company announced that its Board
of Directors expanded its stock
repurchase program to cover the repurchase of up to 1 million
shares. The Company had previously announced on April 28, 2008 that
its Board of Directors had
authorized the repurchase of up to 225,000 shares over a
period of four years from that date. Under the stock repurchase
program, shares may be purchased from time to time at prevailing prices in open market
transactions or in negotiated purchases, subject to market conditions, share price and other
considerations. The Company has repurchased 12,962 shares as of October 31, 2009 under the
authorized stock repurchase program.
Table of Contents
Item 6.
Selected Financial Data.
Year Ended October 31,
2009
2008
2007
2006
2005
(In thousands, except per share data)
$
1,789,508
$
1,723,583
$
1,474,844
$
1,047,930
$
1,053,192
136,610
(65,663
)
125,393
(26,816
)
113,484
82,319
(43,129
)
78,833
(11,501
)
70,638
4.05
(2.13
)
3.91
(.57
)
3.53
3.99
(2.13
)
3.88
(.57
)
3.51
162,663
188,779
128,049
112,883
107,631
636,176
681,158
600,373
485,067
445,791
103,123
225,322
96,623
77,078
6,511
430,708
353,967
404,546
328,340
345,653
$
.57
$
.56
.50
$
.48
$
.42
Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations.
Table of Contents
1st
2nd
3rd
4th
Quarter
Quarter
Quarter
Quarter
$
.8725
$
.8725
$
.8900
*
$
.8800
$
.8675
$
.8550
$
.8600
$
.8250
*
$
.7850
$
.8200
$
.8875
$
.8875
*
$
.7675
*
$
.7800
$
.8250
$
.8750
$
.7200
$
.7850
$
.8125
$
.8175
*
$
.6900
*
$
.7250
$
.7875
$
.7900
*
Year High/Low
Table of Contents
Table of Contents
(In thousands, except percentages and per pound data)
2009
2008
Incr/(Decr)
% Incr/(Decr)
Description
Dollars
Per Pnd
Dollars
Per Pnd
Dollars
Per Pnd
Dollars
Per Pnd
$
695,770
$
0.2835
$
781,031
$
0.3272
$
(85,261
)
$
(0.0437
)
(10.92
)%
(13.35
)%
$
776,136
$
0.3162
$
778,225
$
0.3260
$
(2,089
)
$
(0.0098
)
(0.27
)%
(3.00
)%
$
1,471,906
$
0.5997
$
1,559,256
$
0.6532
$
(87,350
)
$
(0.0535
)
(5.60
)%
(8.19
)%
2,454,344
2,387,164
Table of Contents
Table of Contents
(In thousands, except percentages and per pound data)
2008
2007
Incr/(Decr)
% Incr/(Decr)
Description
Dollars
Per Pnd
Dollars
Per Pnd
Dollars
Per Pnd
Dollars
Per Pnd
$
781,031
$
0.3272
$
472,719
$
0.2332
$
308,312
$
0.0940
65.22
%
40.29
%
$
778,225
$
0.3260
$
669,115
$
0.3301
$
109,110
$
(0.0061
)
16.31
%
(1.25
)%
$
1,559,256
$
0.6532
$
1,141,834
$
0.5633
$
417,422
$
0.0898
36.56
%
15.95
%
2,387,164
2,026,920
Table of Contents
Table of Contents
Table of Contents
Payments Due By Period
1-3
3-5
More than
Contractual Obligations
Total
Less than 1 Year
Years
Years
5 Years
$
90,031
$
31
$
10,000
$
60,000
$
20,000
14,114
991
2,154
1,556
9,413
19,311
4,426
8,346
5,069
1,470
9,770
5,855
3,680
235
0
73,189
73,189
0
0
0
62,242
62,242
0
0
0
8,791
6,191
2,600
0
0
$
277,448
$
152,925
$
26,780
$
66,860
$
30,883
Table of Contents
Table of Contents
Table of Contents
Current market prices;
Current and predicted weather patterns in the United States, South America, China and
other grain producing areas, as such weather patterns might affect the planting, growing,
harvesting and yield of feed grains;
Table of Contents
The expected size of the harvest of feed grains in the United States and other grain
producing areas of the world as reported by governmental and private sources;
Current and expected changes to the agricultural policies of the United States and
foreign governments;
The relative strength of United States currency and expected changes therein as it
might impact the ability of foreign countries to buy United States feed grain commodities;
The current and expected volumes of export of feed grain commodities as reported by
governmental and private sources;
The current and expected use of available feed grains for uses other than as livestock
feed grains (such as the use of corn for the production of ethanol, which use is impacted
by the price of crude oil); and
Current and expected market prices for the Companys poultry products.
Table of Contents
Sanderson Farms, Inc.
December 21, 2009
Table of Contents
CONSOLIDATED BALANCE SHEETS
October 31,
2009
2008
(In thousands)
$
8,194
$
4,261
68,461
63,516
140,521
137,015
1,567
31,033
2,866
15,885
18,428
15,853
240,037
267,563
350,248
343,109
390,339
379,706
740,587
722,815
(347,459
)
(311,485
)
393,128
411,330
3,011
2,265
$
636,176
$
681,158
$
36,878
$
50,433
39,474
27,132
1,022
1,219
77,374
78,784
103,123
225,322
2,600
3,000
22,371
20,085
20,334
20,289
35,143
28,859
375,231
304,819
430,708
353,967
$
636,176
$
681,158
Table of Contents
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended October 31,
2009
2008
2007
(In thousands, except per share data)
$
1,789,508
$
1,723,583
$
1,474,844
1,589,235
1,683,660
1,289,654
0
35,000
0
0
13,100
0
0
1,194
0
0
2,693
0
63,663
53,599
59,797
1,652,898
1,789,246
1,349,451
136,610
(65,663
)
125,393
29
174
364
(9,019
)
(8,546
)
(5,328
)
6
(49
)
84
(8,984
)
(8,421
)
(4,880
)
127,626
(74,084
)
120,513
45,307
(30,955
)
41,680
$
82,319
$
(43,129
)
$
78,833
$
4.05
$
(2.13
)
$
3.91
$
3.99
$
(2.13
)
$
3.88
$
.57
$
.56
$
.50
20,317
20,269
20,140
20,613
20,269
20,301
Table of Contents
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
Total
Common Stock
Paid-In
Retained
Stockholders
Shares
Amount
Capital
Earnings
Equity
(In thousands, except shares and per share amounts)
20,094,571
20,095
17,181
291,064
328,340
78,833
78,833
(10,309
)
(10,309
)
144,540
144
3,136
3,280
840
840
3,562
3,562
20,239,111
20,239
24,719
359,588
404,546
(43,129
)
(43,129
)
(11,640
)
(11,640
)
49,532
50
203
253
1,085
1,085
2,852
2,852
20,288,643
$
20,289
$
28,859
$
304,819
$
353,967
82,319
82,319
(11,907
)
(11,907
)
44,994
45
124
169
362
362
5,798
5,798
20,333,637
$
20,334
$
35,143
$
375,231
$
430,708
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended October 31,
2009
2008
2007
(In thousands)
$
82,319
$
(43,129
)
$
78,833
43,197
41,931
33,195
5,798
2,852
3,562
367
451
304
15,305
(10,451
)
(300
)
(5,312
)
5,517
(28,858
)
(3,506
)
(17,757
)
(22,768
)
26,891
(32,751
)
11,462
(538
)
(296
)
(385
)
(13,555
)
5,455
13,464
11,942
(7,287
)
10,652
80,589
(12,336
)
20,328
162,908
(55,465
)
99,161
(25,356
)
(48,757
)
(114,449
)
153
713
1,138
(25,203
)
(48,044
)
(113,311
)
(121,307
)
116,307
20,000
(152
)
(145
)
(4,138
)
(937
)
(713
)
(295
)
(11,907
)
(11,640
)
(10,309
)
6
153
1,597
525
1,185
2,522
(133,772
)
105,147
9,377
3,933
1,638
(4,773
)
4,261
2,623
7,396
8,194
4,261
$
2,623
$
536
$
9,427
$
27,084
$
9,878
$
8,038
$
7,247
$
0
$
14,014
$
0
Table of Contents
Table of Contents
October 31, 2009
October 31, 2008
Fair Value
Carrying Value
Fair Value
Carrying Value
$
109
$
104
$
225
$
227
Table of Contents
October 31,
2009
2008
(In thousands)
$
88,054
$
69,715
20,637
24,460
20,768
30,477
6,796
6,956
4,266
5,407
$
140,521
$
137,015
Table of Contents
October 31,
2009
2008
(In thousands)
$
11,325
$
11,333
5,635
3,101
1,468
1,419
$
18,428
$
15,853
October 31,
2009
2008
(In thousands)
$
11,892
$
0
4,281
4,530
6,191
4,930
4,335
3,579
3,122
3,627
4,350
3,875
2,356
2,306
1,566
1,809
19
877
1,362
1,599
$
39,474
$
27,132
October 31,
2009
2008
(In thousands)
$
40,000
$
161,307
50,000
50,000
13,004
13,611
31
183
1,110
1,440
104,145
226,541
1,022
1,219
$
103,123
$
225,322
Table of Contents
Level
Leverage Ratio
Spread
Commitment Fee
1
1.25
%
0.15
%
2
1.50
%
0.20
%
3
1.75
%
0.20
%
4
2.00
%
0.25
%
Fiscal Year
Amount
$
1,022
1,048
11,106
50,757
10,799
29,413
$
104,145
Years Ended October 31,
2009
2008
2007
(In thousands)
$
26,642
$
(17,738
)
$
37,782
3,360
(2,766
)
4,198
30,002
(20,504
)
41,980
13,546
(8,280
)
170
1,759
(2,171
)
(470
)
15,305
(10,451
)
(300
)
$
45,307
$
(30,955
)
$
41,680
Table of Contents
October 31,
2009
2008
(In thousands)
$
32,555
$
27,040
630
1,975
33,185
29,015
6,878
6,315
10
13,560
6,792
4,940
13,680
24,815
$
19,505
$
4,200
$
(2,866
)
$
(15,885
)
22,371
20,085
$
19,505
$
4,200
Years Ended October 31,
2009
2008
2007
(In thousands)
$
44,669
$
(25,929
)
$
42,180
3,327
(3,030
)
4,139
(517
)
(179
)
(1,715
)
(1,683
)
(2,780
)
(2,253
)
(1,877
)
438
(1,186
)
1,388
525
515
$
45,307
$
(30,955
)
$
41,680
Table of Contents
Weighted
Number of
Average Grant
Shares
Price
379,000
$
43.81
15,000
$
33.70
0
$
0.00
(5,050
)
$
42.62
388,950
$
42.79
45,209
$
35.00
(21,000
)
$
44.56
(3,485
)
$
41.36
409,674
$
41.86
78,826
$
36.12
(9,000
)
$
25.53
0
$
0.00
479,500
$
41.22
Table of Contents
Weighted-Average
Shares
Exercise Price
221,543
$11.66
0
0.00
(31,500
)
11.69
(1,500
)
12.37
188,543
11.66
0
0.00
(144,540
)
11.64
(0
)
0.00
44,003
11.71
0
0.00
(21,939
)
11.64
(0
)
0.00
22,064
11.73
0
0.00
(500
)
12.37
0
0.00
21,564
$11.72
Table of Contents
Fiscal Year
Amount
$5.9 million
2.7 million
1.0 million
0.2 million
$9.8 million
Fiscal Year 2009
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
(In thousands, except per share data)
(Unaudited)
$
388,884
$
426,759
$
504,846
$
469,019
4,972
55,985
91,025
48,291
(6,749
)
26,216
43,048
19,804
$
(.33
)
$
1.27
$
2.09
$
.96
Fiscal Year 2008
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter(1)
(In thousands, except per share data)
(Unaudited)
$
362,566
$
433,876
$
466,915
$
460,226
25,427
24,626
9,544
(71,661
)
6,222
6,217
(3,645
)
(51,923
)
$
.30
$
.30
$
(.18
)
$
(2.56
)
(1)
The Companys gross loss for the fourth quarter of fiscal 2008 was $71.7 million as compared
to a gross profit during the fourth quarter of fiscal 2009 of $48.3 million. The increase of
$120.0 million is the result of historically high grain prices, lower market prices for
boneless breast meat and a significant decrease in market prices for export products during
October, November and December of 2008. The Companys processed inventory on hand at October
31, 2008 included approximately 71.2 million pounds of chicken leg quarters and paws which the
Company believed would be sold to export customers at prices below cost, resulting in a charge
to cost of sales of approximately $13.1 million. In addition, because of the lower prices for
export products, relatively low prices for boneless breast meat in the domestic market and
decreasing but relatively high grain prices during November and December 2008, the Company
recorded a loss of $35.0 million to lower the value of the Companys inventory of live
broilers at October 31, 2008.
Table of Contents
COL. A
COL. B
COL. C
COL. D
COL. E
COL. F
Balance at
Charged to
Charged to
Balance at
Beginning
Costs and
Other
Deductions
End of
Classification
of Period
Expenses
Accounts
Describe(1)
Period
(In Thousands)
$
1,373
$
367
$
367
$
1,373
$
1,142
$
451
$
220
$
1,373
$
894
$
304
$
56
$
1,142
(1)
Uncollectible accounts written off, net of recoveries
Table of Contents
Sanderson Farms, Inc.
December 21, 2009
Table of Contents
50
51
P.O. Box 988
Laurel, Mississippi 39441
Attn.: Chief Financial Officer
Table of Contents
(c) Number of
securities remaining
(a) Number of
available for future
securities to be issued
(b) Weighted-average
issuance under equity
upon exercise of
exercise price of
compensation plans
outstanding options,
outstanding options,
(excluding securities
warrants and
warrants and
reflected in column
Plan category
rights(1)
rights(1)
(a)(2)
21,564
$
11.72
391,927
0
$
0.00
0
21,564
$
11.72
391,927
(1)
These columns do not reflect the 78,826, 45,209, 15,000 and 49,050 shares of restricted stock
issued to participants in the Stock Incentive Plan in fiscal 2009, 2008, 2007 and 2006,
respectively, nor the 144,037 shares of restricted stock purchased by or issued to
participants under the management stock purchase plan provisions of the Stock Incentive Plan
or the purchase prices therefor.
(2)
Represents shares available for issuance under the Stock Incentive Plan.
Table of Contents
52
53
54
55
56
Exhibit
Number
Description
Articles of Incorporation of the Registrant dated October 19,
1978. (Incorporated by reference to Exhibit 4.1 filed with the
registration statement on Form S-8 filed by the Registrant on
July 15, 2002, Registration No. 333-92412.)
Articles of Amendment, dated March 23, 1987, to the Articles
of Incorporation of the Registrant. (Incorporated by reference
to Exhibit 4.2 filed with the registration statement on Form
S-8 filed by the Registrant on July 15, 2002, Registration No.
333-92412.)
Articles of Amendment, dated April 21, 1989, to the Articles
of Incorporation of the Registrant. (Incorporated by reference
to Exhibit 4.3 filed with the registration statement on Form
S-8 filed by the Registrant on July 15, 2002, Registration No.
333-92412.)
Certificate of Designations of Series A Junior Participating
Preferred Stock of the Registrant dated April 21, 1989.
(Incorporated by reference to Exhibit 4.4 filed with the
registration statement on Form S-8 filed by the Registrant on
July 15, 2002, Registration No. 333-92412.)
Article of Amendment, dated February 20, 1992, to the Articles
of Incorporation of the Registrant. (Incorporated by reference
to Exhibit 4.5 filed with the registration statement on Form
S-8 filed by the Registrant on July 15, 2002, Registration No.
333-92412.)
Article of Amendment, dated February 27, 1997, to the Articles
of Incorporation of the Registrant. (Incorporated by reference
to Exhibit 4.6 filed with the registration statement on Form
S-8 filed by the Registrant on July 15, 2002, Registration No.
333-92412.)
Table of Contents
Exhibit
Number
Description
By-Laws of the Registrant, amended
and restated as of April
23, 2009. (Incorporated by reference to Exhibit 3 filed with
the Registrants Current Report on Form 8-K on April 28,
2009.)
Contract dated July 31, 1964 between the Registrant and the
City of Laurel, Mississippi. (Incorporated by reference to
Exhibit 10-D filed with the registration statement on Form S-1
filed by the Registrant on April 3, 1987, Registration No.
33-13141.)
Contract Amendment dated December 1, 1970 between the
Registrant and the City of Laurel, Mississippi. (Incorporated
by reference to Exhibit 10-D-1 filed with the registration
statement on Form S-1 filed by the Registrant on April 3,
1987, Registration No. 33-13141.)
Contract Amendment dated June 11, 1985 between the Registrant
and the City of Laurel, Mississippi. (Incorporated by
reference to Exhibit 10-D-2 filed with the registration
statement on Form S-1 filed by the Registrant on April 3,
1987, Registration No. 33-13141.)
Contract Amendment dated October 7, 1986 between the
Registrant and the City of Laurel, Mississippi. (Incorporated
by reference to Exhibit 10-D-3 filed with the registration
statement on Form S-1 filed by the Registrant on April 3,
1987, Registration No. 33-13141.)
Sanderson Farms, Inc. and Affiliates Employee Stock Ownership
Plan, as amended and restated effective August 1, 2006.
(Incorporated by reference to Exhibit 10.3 filed with the
Registrants Quarterly Report on Form 10-Q for the quarter
ended July 31, 2006.)
First Amendment dated November 1, 2007 to Sanderson Farms,
Inc. and Affiliates Employee Stock Ownership Plan.
(Incorporated by reference to Exhibit 10.7 filed with the
Registrants Annual Report on Form 10-K for the year ended
October 31, 2007.)
Amendment Number 2 to the Sanderson Farms, Inc. and Affiliates
Employee Stock Ownership Plan dated October 23, 2008.
Amendment dated January 29, 2009 to
the Sanderson Farms, Inc. and Affiliates Employee Stock Ownership
Plan. (Incorporated by reference to Exhibit 10.4 to the
Registrants
Quarterly Report on Form 10-Q for the quarter ended January 31, 2009.)
Amendment dated July 23, 2009 to
the Sanderson Farms, Inc. and Affiliates Employee Stock Ownership
Plan. (Incorporated by reference to Exhibit 10.3 to the Registrants
Quarterly Report on Form 10-Q for the quarter ended July 31, 2009.)
Sanderson Farms, Inc. and Affiliates Stock Incentive Plan.
(Incorporated by reference to Exhibit B to the Registrants
Definitive Proxy Statement filed on January 14, 2005 for its
Annual Meeting held February 17, 2005.)
Sanderson Farms, Inc. Bonus Award Program effective November
1, 2008. (Incorporated by reference to Exhibit 10 filed with
the Registrants Current Report on Form 8-K filed on
February 4, 2009.)
Sanderson Farms, Inc. Supplemental Disability Plan effective
September 1, 2008. (Incorporated by reference to Exhibit 10 to
the Current Report on Form 8-K filed by the Registrant on
October 1, 2008).
Form of Restricted Stock Agreement between Registrant and its
officers and employees who are granted restricted stock with a ten -
year resting period, as amended. (Incorporated by reference to Exhibit 10.1 filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
July 31, 2009.)
Form of Agreement between Registrant and its non-employee
directors who participate in its management share purchase
plan, as amended. (Incorporated by reference to Exhibit 10.2
filed with the Registrants Quarterly Report on Form 10-Q for
the quarter ended April 30, 2007.)
Table of Contents
Exhibit
Number
Description
Form of Agreement between Registrant and its officers and
employees who participate in its management share purchase
plan, as amended. (Incorporated by reference to Exhibit 10.1
filed with the Registrants Quarterly Report on Form 10-Q for
the Quarter ended April 30, 2008.)
Form of Restricted Stock Agreement between Registrant and its
officers and employees who are granted restricted stock with a
four-year vesting period, as amended. (Incorporated by reference to Exhibit 10.2 filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
July 31, 2009.)
Form of Restricted Stock Agreement between Registrant and its
non-employee directors who are granted restricted stock, as amended.
(Incorporated by reference to Exhibit 10.4 filed with the
Registrants Quarterly Report on Form 10-Q for the quarter
ended April 30, 2007.)
Form of Performance Share Agreement between Registrant and its
officers and employees who are granted performance shares.
(Incorporated by reference to Exhibit 10.19 filed with the
Registrants Annual Report on Form 10-K for the year ended
October 31, 2007.)
Form of Restricted Stock Agreement
between the Registrant and its employees who are granted restricted
stock.
(Incorporated by reference to Exhibit 10.2 to the
Registrants Quarterly Report on Form 10-Q for the quarter ended
January 31, 2009.)
Form of Performance Share Agreement
between the Registrant and its employees who are granted performance
shares. (Incorporated by reference to Exhibit 10.3 to the
Registrants Quarterly Report on Form 10-Q for the quarter ended
January 31, 2009.)
10.21+*
10.22+*
10.23+
10.24+
10.25+
Memorandum of Agreement dated June 13, 1989, between Pike
County, Mississippi and the Registrant. (Incorporated by
reference to Exhibit 10-L filed with the Registrants Annual
Report on Form 10-K for the year ended October 31, 1990.)
Wastewater Treatment Agreement between the City of Magnolia,
Mississippi and the Registrant dated August 19, 1991.
(Incorporated by reference to Exhibit 10-M filed with the
Registrants Annual Report on Form 10-K for the year ended
October 31, 1991.)
Memorandum of Agreement and Purchase Option between Pike
County, Mississippi and the Registrant dated May 1991.
(Incorporated by reference to Exhibit 10-N filed with the
Registrants Annual Report on Form 10-K for the year ended
October 31, 1991.)
Lease Agreement between Pike County, Mississippi and the
Registrant dated as of November 1, 1992. (Incorporated by
reference to Exhibit 10-M filed with the Registrants Annual
Report on Form 10-K for the year ended October 31, 1993.)
Lease Agreement dated as of December 1, 2004 between
Moultrie-Colquitt County Development Authority, as Lessor, and
Sanderson Farms, Inc. (Processing Division) as Lessee.
(Incorporated by reference to Exhibit 10.1 to the Registrants
Quarterly Report on Form 10-Q for the quarter ended July 31,
2005.)
Bond Purchase Loan Agreement between Moultrie-Colquitt County
Development Authority, as Issuer, and Sanderson Farms, Inc.
(Processing Division), as Purchaser. (Incorporated by
reference to Exhibit 10.2 to the Registrants Quarterly Report
on Form 10-Q for the quarter ended July 31, 2005.)
Table of Contents
Exhibit
Number
Description
Credit Agreement dated May 1, 2008 among Sanderson Farms, Inc.
and Bank of Montreal, Individually and as Agent for the Banks
defined therein. (Incorporated by reference to Exhibit 10.1 to
the Registrants Current Report on Form 8-K filed May 2,
2008.)
Guaranty Agreement dated May 1, 2008 of Sanderson Farms, Inc.
(Foods Division), Sanderson Farms, Inc. (Production Division)
and Sanderson Farms, Inc. (Processing Division). (Incorporated
by reference to Exhibit 10.2 to the Registrants Current
Report on Form 8-K filed May 2, 2008.)
First Amendment dated July 25, 2008 to the Credit Agreement
dated May 1, 2008 among Sanderson Farms, Inc. and Bank of
Montreal, Individually and as Agent for the Banks defined
therein. (Incorporated by reference to Exhibit 10.1 to the
Registrants Quarterly Report on Form 10-Q for the Quarter
ended July 31, 2008.)
Note Purchase Agreement dated as of April 28, 2006 between
Sanderson Farms, Inc. and Northwest Farm Credit Services, PCA.
(Incorporated by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed May 3, 2006.)
Guarantee Agreement dated as of April 28, 2006 of Sanderson
Farms, Inc. (Foods Division). (Incorporated by reference to
Exhibit 10.2 to the Registrants Current Report on Form 8-K
filed May 3, 2006.)
Guarantee Agreement dated as of April 28, 2006 of Sanderson
Farms, Inc. (Production Division). (Incorporated by reference
to Exhibit 10.3 to the Registrants Current Report on Form 8-K
filed May 3, 2006.)
Guarantee Agreement dated as of April 28, 2006 of Sanderson
Farms, Inc. (Processing Division). (Incorporated by reference
to Exhibit 10.4 to the Registrants Current Report on Form
8-K filed May 3, 2006.)
Intercreditor Agreement dated as of April 28, 2006 among The
Lincoln National Life Insurance Company, Northwest Farm Credit
Services, PCA, Harris N.A., SunTrust Bank, AmSouth Bank, U.S.
Bank National Association, Regions Bank, and Trustmark
National Bank. (Incorporated by reference to Exhibit 10.5 to
the Registrants Current Report on Form 8-K filed May 3,
2006.)
Lease Agreement dated as of July 1, 2006 between Adel
Industrial Development Authority as Lessor, and Sanderson
Farms, Inc. (Production Division) as Lessee. (Incorporated by
reference to Exhibit 10.1 filed with the Registrants
Quarterly Report on Form 10-Q for the quarter ended July 31,
2006.)
Bond Purchase Agreement dated as of July 31, 2006 between
Sanderson Farms, Inc. (Production Division) as Purchaser and
Adel Industrial Development Authority as Issuer. (Incorporated
by reference to Exhibit 10.2 filed with the Registrants
Quarterly Report on Form 10-Q for the quarter ended July 31,
2006.)
List of Subsidiaries of the Registrant. (Incorporated by
reference to Exhibit 21 to the Registrants Annual Report on
Form 10-K for the year ended October 31, 2002.)
Consent of Independent Registered Public Accounting Firm.
Certification of Chief Executive Officer.
Certification of Chief Financial Officer.
Section 1350 Certification.
Table of Contents
Exhibit
Number
Description
Section 1350 Certification.
*
Filed herewith.
**
Furnished herewith.
+
Management contract or compensatory plan or arrangement.
(b)
Agreements Available Upon Request by the Commission.
Table of Contents
57
58
59
60
61
SANDERSON FARMS, INC.
By:
/s/ Joe F. Sanderson, Jr.
Chairman of the Board and Chief Executive Officer
12/21/09
12/21/09
12/21/09
12/21/09
12/21/09
12/21/09
12/21/09
12/21/09
12/21/09
12/21/09
Table of Contents
12/21/09
12/21/09
12/21/09
12/21/09
12/21/09
Table of Contents
Exhibit
Number
Description
Articles of Incorporation of the Registrant dated October 19, 1978. (Incorporated by
reference to Exhibit 4.1 filed with the registration statement on Form S-8 filed by the
Registrant on July 15, 2002, Registration No. 333-92412.)
Articles of Amendment, dated March 23, 1987, to the Articles of Incorporation of the
Registrant. (Incorporated by reference to Exhibit 4.2 filed with the registration
statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No.
333-92412.)
Articles of Amendment, dated April 21, 1989, to the Articles of Incorporation of the
Registrant. (Incorporated by reference to Exhibit 4.3 filed with the registration
statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No.
333-92412.)
Certificate of Designations of Series A Junior Participating Preferred Stock of the
Registrant dated April 21, 1989. (Incorporated by reference to Exhibit 4.4 filed with the
registration statement on Form S-8 filed by the Registrant on July 15, 2002, Registration
No. 333-92412.)
Article of Amendment, dated February 20, 1992, to the Articles of Incorporation of the
Registrant. (Incorporated by reference to Exhibit 4.5 filed with the registration
statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No.
333-92412.)
Article of Amendment, dated February 27, 1997, to the Articles of Incorporation of the
Registrant. (Incorporated by reference to Exhibit 4.6 filed with the registration
statement on Form S-8 filed by the Registrant on July 15, 2002, Registration No.
333-92412.)
By-Laws of the Registrant, amended
and restated as of April
23, 2009. (Incorporated by reference to Exhibit 3 filed with
the Registrants Current Report on Form 8-K on April 28,
2009.)
Contract dated July 31, 1964 between the Registrant and the
City of Laurel, Mississippi. (Incorporated by reference to
Exhibit 10-D filed with the registration statement on Form S-1
filed by the Registrant on April 3, 1987, Registration No.
33-13141.)
Contract Amendment dated December 1, 1970 between the
Registrant and the City of Laurel, Mississippi. (Incorporated
by reference to Exhibit 10-D-1 filed with the registration
statement on Form S-1 filed by the Registrant on April 3,
1987, Registration No. 33-13141.)
Contract Amendment dated June 11, 1985 between the Registrant
and the City of Laurel, Mississippi. (Incorporated by
reference to Exhibit 10-D-2 filed with the registration
statement on Form S-1 filed by the Registrant on April 3,
1987, Registration No. 33-13141.)
Contract Amendment dated October 7, 1986 between the
Registrant and the City of Laurel, Mississippi. (Incorporated
by reference to Exhibit 10-D-3 filed with the registration
statement on Form S-1 filed by the Registrant on April 3,
1987, Registration No. 33-13141.)
Sanderson Farms, Inc. and Affiliates Employee Stock Ownership
Plan, as amended and restated effective August 1, 2006.
(Incorporated by reference to Exhibit 10.3 filed with the
Registrants Quarterly Report on Form 10-Q for the quarter
ended July 31, 2006.)
First Amendment dated November 1, 2007 to Sanderson Farms,
Inc. and Affiliates Employee Stock Ownership Plan.
(Incorporated by reference to Exhibit 10.7 filed with the
Registrants Annual Report on Form 10-K for the year ended
October 31, 2007.)
Amendment Number 2 to the Sanderson Farms, Inc. and Affiliates
Employee Stock Ownership Plan dated October 23, 2008.
Amendment dated January 29, 2009 to
the Sanderson Farms, Inc. and Affiliates Employee Stock Ownership
Plan. (Incorporated by reference to Exhibit 10.4 to the
Registrants
Quarterly Report on Form 10-Q for the quarter ended January 31, 2009.)
Amendment dated July 23, 2009 to
the Sanderson Farms, Inc. and Affiliates Employee Stock Ownership
Plan. (Incorporated by reference to Exhibit 10.3 to the Registrants
Quarterly Report on Form 10-Q for the quarter ended July 31, 2009.)
Sanderson Farms, Inc. and Affiliates Stock Incentive Plan.
(Incorporated by reference to Exhibit B to the Registrants
Definitive Proxy Statement filed on January 14, 2005 for its
Annual Meeting held February 17, 2005.)
Sanderson Farms, Inc. Bonus Award Program effective November
1, 2008. (Incorporated by reference to Exhibit 10 filed with
the Registrants Current Report on Form 8-K filed on
February 4, 2009.)
Sanderson Farms, Inc. Supplemental Disability Plan effective
September 1, 2008. (Incorporated by reference to Exhibit 10 to
the Current Report on Form 8-K filed by the Registrant on
October 1, 2008).
Form of Restricted Stock Agreement between Registrant and its
officers and employees who are granted restricted stock with a Ten -
year resting period, as amended. (Incorporated by reference to Exhibit 10.1 filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
July 31, 2009.)
Form of Agreement between Registrant and its non-employee
directors who participate in its management share purchase
plan, as amended. (Incorporated by reference to Exhibit 10.2
filed with the Registrants Quarterly Report on Form 10-Q for
the quarter ended April 30, 2007.)
Table of Contents
Exhibit
Number
Description
Form of Agreement between Registrant and its officers and
employees who participate in its management share purchase
plan, as amended. (Incorporated by reference to Exhibit 10.1
filed with the Registrants Quarterly Report on Form 10-Q for
the Quarter ended April 30, 2008.)
Form of Restricted Stock Agreement between Registrant and its
officers and employees who are granted restricted stock with a
four-year vesting period, as amended. (Incorporated by reference to Exhibit 10.2 filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
July 31, 2009.)
Form of Restricted Stock Agreement between Registrant and its
non-employee directors who are granted restricted stock, as amended.
(Incorporated by reference to Exhibit 10.4 filed with the
Registrants Quarterly Report on Form 10-Q for the quarter
ended April 30, 2007.)
Form of Performance Share Agreement between Registrant and its
officers and employees who are granted performance shares.
(Incorporated by reference to Exhibit 10.19 filed with the
Registrants Annual Report on Form 10-K for the year ended
October 31, 2007.)
Form of Restricted Stock Agreement
between the Registrant and its employees who are granted restricted
stock.
(Incorporated by reference to Exhibit 10.2 to the
Registrants Quarterly Report on Form 10-Q for the quarter ended
January 31, 2009.)
Form of Performance Share Agreement
between the Registrant and its employees who are granted performance
shares. (Incorporated by reference to Exhibit 10.3 to the
Registrants Quarterly Report on Form 10-Q for the quarter ended
January 31, 2009.)
10.21+*
10.22+*
10.23+
10.24+
10.25+
Memorandum of Agreement dated June 13, 1989, between Pike
County, Mississippi and the Registrant. (Incorporated by
reference to Exhibit 10-L filed with the Registrants Annual
Report on Form 10-K for the year ended October 31, 1990.)
Wastewater Treatment Agreement between the City of Magnolia,
Mississippi and the Registrant dated August 19, 1991.
(Incorporated by reference to Exhibit 10-M filed with the
Registrants Annual Report on Form 10-K for the year ended
October 31, 1991.)
Memorandum of Agreement and Purchase Option between Pike
County, Mississippi and the Registrant dated May 1991.
(Incorporated by reference to Exhibit 10-N filed with the
Registrants Annual Report on Form 10-K for the year ended
October 31, 1991.)
Lease Agreement between Pike County, Mississippi and the
Registrant dated as of November 1, 1992. (Incorporated by
reference to Exhibit 10-M filed with the Registrants Annual
Report on Form 10-K for the year ended October 31, 1993.)
Lease Agreement dated as of December 1, 2004 between
Moultrie-Colquitt County Development Authority, as Lessor, and
Sanderson Farms, Inc. (Processing Division) as Lessee.
(Incorporated by reference to Exhibit 10.1 to the Registrants
Quarterly Report on Form 10-Q for the quarter ended July 31,
2005.)
Bond Purchase Loan Agreement between Moultrie-Colquitt County
Development Authority, as Issuer, and Sanderson Farms, Inc.
(Processing Division), as Purchaser. (Incorporated by
reference to Exhibit 10.2 to the Registrants Quarterly Report
on Form 10-Q for the quarter ended July 31, 2005.)
Table of Contents
Exhibit
Number
Description
Credit Agreement dated May 1, 2008 among Sanderson Farms, Inc.
and Bank of Montreal, Individually and as Agent for the Banks
defined therein. (Incorporated by reference to Exhibit 10.1 to
the Registrants Current Report on Form 8-K filed May 2,
2008.)
Guaranty Agreement dated May 1, 2008 of Sanderson Farms, Inc.
(Foods Division), Sanderson Farms, Inc. (Production Division)
and Sanderson Farms, Inc. (Processing Division). (Incorporated
by reference to Exhibit 10.2 to the Registrants Current
Report on Form 8-K filed May 2, 2008.)
First Amendment dated July 25, 2008 to the Credit Agreement
dated May 1, 2008 among Sanderson Farms, Inc. and Bank of
Montreal, Individually and as Agent for the Banks defined
therein. (Incorporated by reference to Exhibit 10.1 to the
Registrants Quarterly Report on Form 10-Q for the Quarter
ended July 31, 2008.)
Note Purchase Agreement dated as of April 28, 2006 between
Sanderson Farms, Inc. and Northwest Farm Credit Services, PCA.
(Incorporated by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed May 3, 2006.)
Guarantee Agreement dated as of April 28, 2006 of Sanderson
Farms, Inc. (Foods Division). (Incorporated by reference to
Exhibit 10.2 to the Registrants Current Report on Form 8-K
filed May 3, 2006.)
Guarantee Agreement dated as of April 28, 2006 of Sanderson
Farms, Inc. (Production Division). (Incorporated by reference
to Exhibit 10.3 to the Registrants Current Report on Form 8-K
filed May 3, 2006.)
Guarantee Agreement dated as of April 28, 2006 of Sanderson
Farms, Inc. (Processing Division). (Incorporated by reference
to Exhibit 10.4 to the Registrants Current Report on Form
8-K filed May 3, 2006.)
Intercreditor Agreement dated as of April 28, 2006 among The
Lincoln National Life Insurance Company, Northwest Farm Credit
Services, PCA, Harris N.A., SunTrust Bank, AmSouth Bank, U.S.
Bank National Association, Regions Bank, and Trustmark
National Bank. (Incorporated by reference to Exhibit 10.5 to
the Registrants Current Report on Form 8-K filed May 3,
2006.)
Lease Agreement dated as of July 1, 2006 between Adel
Industrial Development Authority as Lessor, and Sanderson
Farms, Inc. (Production Division) as Lessee. (Incorporated by
reference to Exhibit 10.1 filed with the Registrants
Quarterly Report on Form 10-Q for the quarter ended July 31,
2006.)
Bond Purchase Agreement dated as of July 31, 2006 between
Sanderson Farms, Inc. (Production Division) as Purchaser and
Adel Industrial Development Authority as Issuer. (Incorporated
by reference to Exhibit 10.2 filed with the Registrants
Quarterly Report on Form 10-Q for the quarter ended July 31,
2006.)
List of Subsidiaries of the Registrant. (Incorporated by
reference to Exhibit 21 to the Registrants Annual Report on
Form 10-K for the year ended October 31, 2002.)
Consent of Independent Registered Public Accounting Firm.
Certification of Chief Executive Officer.
Certification of Chief Financial Officer.
Section 1350 Certification.
Table of Contents
2
3
4
5
SANDERSON FARMS, INC.
|
||||
By: |
|
Name: | Mike Cockrell | ||||
|
Title: | CFO and Treasurer | ||||
|
||||||
PARTICIPANT | ||||||
|
||||||
6
2
3
4
5
6
SANDERSON FARMS, INC.
|
||||
By: | ||||
Name: | Mike Cockrell | |||
Title: | CFO and Treasurer | |||
PARTICIPANT
|
||||
7
63
1. | I have reviewed this annual report on Form 10-K of Sanderson Farms, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Joe F. Sanderson, Jr. | ||||
Chief Executive Officer | ||||
and Chairman of the Board
(Principal Executive Officer) |
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1. | I have reviewed this annual report on Form 10-K of Sanderson Farms, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ D. Michael Cockrell | ||||
Treasurer and Chief | ||||
Financial Officer |
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/s/Joe F. Sanderson, Jr. | ||||
Joe F. Sanderson, Jr. | ||||
Chief Executive Officer
and Chairman of the Board (Principal Executive Officer) |
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/s/ D. Michael Cockrell | ||||
D. Michael Cockrell | ||||
Treasurer and Chief Financial Officer |
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