Farmer Dougs Sample

7/27/2019 Farmer Dougs Sample

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Strategic Business Plan

Contact


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Table of Contents

EXECUTIVE SUMMARYCompany DescriptionHighlights of the EnterpriseThe Market OpportunityMarket Segmentation

Financial ProjectionsInvestment Opportunity & Return Strategy

COMPANY ANALYSISCompany Profile

Mission StatementStage of DevelopmentLegal Structure & OwnershipHeadquarters & Locations

Core Corporate ObjectivesCritical Success Factors

PRODUCTION & PROCESSINGFarming PracticesFacilities & ProcessingProduct Description

MARKET ANALYSIS SUMMARYIndustry Analysis

Health InfluencesConsumption TrendsTarget Market SegmentsCompetitive Environment

Key CompetitorsRisk Factors

IMPLEMENTATION SUMMARYCompetitive Edge

Economic Advantages & Funding SupportMarketing Plan Summary

MANAGEMENT SUMMARYManagement ProfilePersonnel Plan

FINANCIAL PLAN

Important AssumptionsRevenue ForecastConsolidated Pro Forma Financials

Projected Profit and LossProjected Cash FlowProjected Balance Sheet

Sources & Uses of Funds

APPENDIXFinancials (Monthly for Year 1)


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Confidentiality Agreement

The undersigned reader acknowledges that the information provided by Mitchell Farms, LLC inthis business plan is unique to this enterprise and is confidential; therefore, the reader agrees notto disclose any information contained herein or in verbal discussions without the express writtenpermission of Mitchell Farms, LLC or its principals.

It is acknowledged by the reader that the information to be furnished in this business plan is in allrespects confidential in nature, other than the information that is in the public domain, and thatany disclosure or use by the reader may cause serious harm or damage to Mitchell Farms, LLCor its entities. Reader acknowledges this information as sensitive and agrees to handle allinformation contained in this document in a strictly confidential manner.

This Business Plan is not an offer, which can only be made by an approved Private PlacementMemorandum. Participatory interest will only be to Accredited Investors.

This Document includes forward-looking statements. All statements, other than statements ofhistorical fact within this Business Plan, including statements regarding Mitchell Farms, LLC for its

subsidiaries strategies, plans, objectives and expectations, are all forward-looking statements.Although Mitchell Farms, LLC believes that the expectations reflected in such forward-lookingstatements are reasonable at this time, it can give no assurance that such expectations will proveto have been correct. Certain important factors that could cause actual results to differ materiallyfrom expectations are set forth herein. Any subsequent written and oral forward-lookingstatements attributable to Mitchell Farms, LLC or persons acting on its behalf are expresslyqualified in this regard.

Upon request, this document is to be immediately returned to Mitchell Farms, LLC.

__________________________________ __________________________Signature Date

Name

Company

Address


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Executive Summary

Company Description

Mitchell Farms, LLC (the Company or Mitchell Farms) is seeking a total of US$15.7 million, at $8.2million from the founder and private equity sources, and $7.5 million in debt and government-supported financing, to acquire the proposed assets and operations to fully launch a vertically-

integrated, sustainable organic farm and processing enterprise serving the domestic United Statesand robust foreign export markets. The Company will acquire more than 1,400 acres of land inAdello, Washington; execute required improvements to create the greenhouse production facilities;and develop on-site support facilities.

The principal of the Mitchell Farms, Mr. David A. Mitchell intends to maximize existing alliances andpartnerships with local government and in the agricultural community to launch full-scale operationsof the proposed sustainable organic tomato agribusiness within the next 12 months.

Highlights of the Enterprise

Mitchell Farms is poised to utilize sustainable organic production methodologies, combined withadvanced and processing technologies, to reap significant profit, presented by the current tradeconditions driving the United States leading position in exports of tomatoes, and domestic andsustained global demand for tomato products.

Highlights of Mitchell Farms

Experienced Entrepreneurial Team. Each of the principals has solid business and farmmanagement experience and commands a wealth of knowledge, as well as passion, fortransforming the existing farm operations into a key producer of high quality organic productsfor domestic and foreign consumption, as well as an international participant in the tomatoindustry.

Diversified Revenue Streams. Mitchell Farms will service the high demand in the identifieddomestic and international markets for high quality value-added organic tomato products andcontract processing services. The Company targets multiple vertical markets, from domesticand foreign retail chains to further processors and manufacturers of tomato-based productsseeking organic content.

Domestic and International Market Demand. On a global scale, the annual production offresh tomatoes accounts for approximately 100 million tonnes. More than a quarter of thatamount is grown specifically for the processing industry, making tomatoes the worlds leadingvegetable for processing. More than 27 million tonnes of tomatoes are processed every yearin factories belonging to the greatest labels of the global food industry. Globally, the organicfood market continues to grow, from current projected value of $36.7 billion to an estimated$67 1 billion in 2011


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The Market Opportunity

The global organic food market grew by 13.6% in 2006 to reach a value of $36.7 billion. In 2011, themarket is forecast to have a value of $67.1 billion, an increase of 83% since 2006.Fruit and vegetablesales form the most lucrative segment of the market, accounting for 39.5% of the market's value. Thelargest organic food market is the Americas, which accounts for 49.7% of the global market's value.

Additionally, the United States is one of the world's leading producers of tomatoes, second only toChina. Annual per capita use of fresh-market tomatoes increased 18 percent to nearly 20 pounds perperson, while use in processed products declined 6 percent to about 70 pounds, on a fresh-weightbasis. Mexico and Canada are important suppliers of fresh-market tomatoes to the United States, andCanada is the leading U.S. export market for fresh and processed tomatoes. The U.S. fresh andprocessed tomato markets, combined, accounted for about $2 billion in cash receipts during the mid-2000s.

Market Segmentation

As a vertically integrated operation, Mitchell Farms manages the entire supply chain to offersustainable organic tomato products that satisfy the nutritional and taste preference needs of multiplemarkets. Mitchell Farms has segmented its markets according to the type of buyer. Domestically,the sales strategy combines direct-to-consumer sales at regional farmers markets with wholesale toretailers, both through direct channels and distributors. The Company is also targeting exportmarkets, directly via government assignments and contracts, and brokered through export specialistsin the commodity and with specific international guidelines.

The marketing strategy will be based on developing awareness about the company, the scale of its

production capacity, and the major advantages the company brings as an enterprise operating in adisadvantaged business zone.

Financial Projections

Utilizing resources from private investment, governmental support, and the personal contributions ofthe principals, Mitchell Farms will have adequate funding to acquire the proposed assets andoperations, complete development of the enterprise, and establish full-scale operations within oneyear. With waiting buyers, Mitchell Farms will achieve its revenue goals rapidly while carefully

containing overhead costs using greenhouse technology systems. Profits remain strong and capableof sustaining operations beyond the first five years of projections. Additional opportunities to MitchellFarms allow for additional future expansion of farm management and product lines.


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Financial Highlights

$-

$10,000,000

$20,000,000

$30,000,000

$40,000,000

$50,000,000

$60,000,000

$70,000,000

$80,000,000

$90,000,000

Year 1 Year 2 Year 3 Year 4 Year 5

Revenue Profit

Investment Opportunity & Return Strategy

Ultimately, the appeal of the venture lies in the undeniable need for domestic production of a nutrient-rich, certified organic, quality product.

City, county, and state governments in Washington are strongly encouraging the introduction of theproject in their communities as economic stimulus and employment opportunity creation in the areaand disadvantaged business climates. Significant financial incentives may become available toMitchell Farms to offset the level of investment in private equity required and to stimulate a morerapid return.


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Company Summary

Mitchell Farms, LLC is limited liability company, founded by David A. Mitchell, operating the FarmerDougs brand.

Company Profile

Mission Statement

The founding principals have clearly articulated the overriding strategic mission of theorganization: It is the goal of Mitchell Farms, LLC to produce healthy, affordable sustainableorganic produce year-round using modern, sustainable organic agricultural practices,including earthworm engineering, green engineering, responsible water usage, and high-techeconomies of scale. Mitchell Farms will become a dominant organic production andprocessing operation within the organic produce marketplace by providing high quality fresh-market and value-added products responsive to consumer tastes, preferences, andnutritional needs.

Stage of Development

Mitchell Farms is in the advanced phases of start-up. While next generation product andservice variations and strategic partner contracts continue to be developed, the fundamentalproduct lines and operating units have been defined and initial marketing planning effortshave been engaged to identify the target domestic and international markets, establishmarketing strategies, and recruit board and staff members to execute the tactics towardachieving the overarching corporate goals of the enterprise.

Legal Structure & Ownership

David A. Mitchell will maintain majority ownership in Mitchell Farms and any future subsidiarycompanies. Convertible preferred stock positions will be distributed to investment partnersaccording to the terms of specific private placement memoranda.

Mitchell Farms, LLC is a holding company and the main marketing division for the FarmerDougs brand of products, engaged in vertically integrated sustainable organic tomato

production and processing.

Headquarters & Locations

Mitchell Farms, LLC will maintain its administrative headquarters in the State of Washington.The proposed venture will develop and acquire farm production and processing facilities in

Adello, Washington. Adello is a small community of 957 residents, located in Lincoln County,l ith 47th l tit di l ll l Th it i l th 100 il f M L k


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Core Corporate Objectives

The Company has identified the following objectives as essential to its success:

Business Objectives

1. Become the preeminent, sustainable organic tomato producer and value-added productsupplier in the Pacific Northwest; the one to which all others are compared.

2. Achieve full capacity of organic hothouse operations, creating substantial employmentopportunities within the states and communities in which Mitchell Farms operates.

3. Grow the operation within three to five years to expand into significant global exportopportunities, leveraging the nutritional value and benefit of the product.

4. Maintain a clean, safe, and environmentally responsible operation for all employees, residentstaff, public, and the environment throughout all aspects of the facility.

Marketing Objectives

1. Develop Mitchell Farms as the key sales interface to target domestic distributors and retailersas well as federal government contract and international export opportunities.

2. Coordinate public and educational tours of the production farm and processing facilities.3. Create private label branding opportunities for distributors and retailers.4. Develop and foster a strong brand and reputation for quality, value-added organic tomato

products at consumer points of contact.

Financial Objectives

1. Secure funding to effectively fulfill the purpose and mission of Mitchell Farms.2. Minimize overhead costs through fair employment policies and internal rewards within the

processing facilities.3. Effectively utilize human and intellectual capital and network resources to gain advantage

and build a significant presence within its spheres of operation through domestic governmentcontracts and global export programs.

4. Continually reinvest profits for growth, development, and investment return.


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Critical Success Factors

Both the short-term and long-term success of Mitchell Farms rest upon the ability of the company andthe management team to continually satisfy market demands in terms of quality and availability, whileexecuting careful cost containment measures and fostering mutually beneficial relationships with thelocal and federal governments and regulatory bodies; distribution and retail clients; and internationalbuyers.

1. Building support for the Mitchell Farms processing protocols and fostering a strong presenceamong the markets its serves, surrounding regions, and the country.

2. Leveraging demand for domestic and international production of a wide variety of organicproduce with high nutritional content to gain significant price and tax benefits throughgovernment and export programs.

3. Increase market and industry knowledge of Mitchell Farms and its vertically integratedprocessing systems as the superior organic greenhouse operation in the nation and create amodel on which future organic produce-farming facilities can be replicated.


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Production & Processing Summary

Mitchell Farms will be the producer as well as primary sales and marketing channel of the FarmerDoug brand of fresh-market and value-added processed organic tomato products for consumptiondomestically and abroad. Leveraging their experience and expertise, combined with that of industrygurus mentoring the development of the multi-faceted project, the principals have outlined a broadselection of fresh-market packages and processed products with proven appeal consumer appeal inall markets. Utilizing the advancements in organic growth, harvesting, and processing technology

that maximizes the quantity of tomatoes produced, Mitchell Farms will be able to maximize itscapacity potential and satisfy the market demand.

Farming Practices

Mitchell Farms will plant, grow, and cultivate its organic tomatoes on site at its Adello, Washingtonfarm, using the practices and methodologies of US Department of Agriculture certified organicregulations.

Through its proposed land acquisition and facility construction strategies, Mitchell Farms will, by thethird year of operations, establish 40 greenhouses of approximately 40,000 square feet each. Thegreenhouses will be semi-permanent structures constructed of glass in order to effectively maximizeyear-round light for an extensive growing season and provide the ideal ambient temperatures forplant growth. Passive thermal energy resources through black piping, as well as geo-thermalresources, will be employed to maintain necessary temperatures year-round. Low heat light bulbfixtures will be used to augment natural lighting resources.

The Company will maintain its own vermiculture and organic manure processing systems to ensure

the plants and resulting fruit remain free of pesticides and other agricultural chemicals. Earthwormengineering will produce one pound of organic soil per worm every three days utilizing organic range-fed cow manure. The greenhouse environments additionally ensure that the organic tomatoes arenot subjected to external contaminants from rainwater, area agricultural spraying, or chemical-ladengroundwater systems.

GPS monitoring systems and automatic sensors will be deployed in each greenhouse to monitor andmake adjustments for ventilation, pH levels, humidity, watering levels, and aeration.

Facilities & Processing

The farm will also maintain support services buildings away from the greenhouse operations toprevent against all forms of contamination. In addition to the vermiculture building, the Companyintends to house a laboratory and seed maintenance building to maintain genetic integrity whiledeveloping more robust varietals of tomatoes can be produced and tested.


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Product Description

Mitchell Farms plans to offer the full range of available fresh market andprocessed tomato products to make optimal use of the entire crop yield,minimizing waste and delivering quality, value-added organic produceand ingredients. The following list itemizes the wide array of productsthat will be made available in each of the two main product categories:fresh-market and processed.

Fresh-Market Tomatoes

The Farmer Dougs Organic Tomatoespackaging will provide fresh-market options forconsumers, with four to six tomatoes perpackage of varying sizes.

9 Cherry and Plum9

Heirloom9 Beefsteak9 Tomatoes-On-the-Vine (TOV)

Processed Tomato Products

Farmer Dougs will also develop a proprietary organic tomato juice product from culls of the yield.Additionally, Mitchell Farms will be positioned as a supplier to other manufacturers in the food and

beverage industry for its organic, non-market ready culls will be utilized as raw materials in a widerange of other tomato-based products, including:

9 Barbecue Sauce9 Salsa9 Barbecued Chips9 Sliced Tomatoes9 Diced Tomatoes9 Tomato Paste9 Bloody Mary Mix

9 Sloppy Joe Mix9 Chili9 Soups9 Cocktail Sauce9 Spaghetti Sauce9 Crushed Tomatoes9 Steak Sauce

9 Whole PeeledTomatoes


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Market Analysis Summary

Industry Overview

In the United States, only potatoes are eaten moreoften than tomatoes. The tomato is one of themost commonly grown fresh market vegetables.

Tomatoes are both high yielding andlaborintensive. Production and marketing costs for intensively cultured tomatoes, including those grownorganically, can be over $4,000 per acre with an expected gross return of $4,000 to $8,000 per acre.Gross returns of $18,000 are not uncommon. These numbers are for field grown tomatoes and notgreenhouse production.

Efficient harvesting, handling, and marketing techniques are extremely important in the production ofthis highly perishable crop. Harvesting tomatoes is very labor intensive. For storage and shipping,fruit can first be picked at the "breaker" stage of maturity, when the blossom end turns pink. Post-harvest temperature management is critical to maintain quality. Tomatoes may become damagedwhen stored below 55F. The optimum temperature range for longest shelf life is between 55F and70F.

In general, the tomato market fluctuates with the growing season, starting high and dropping as thesummer season progresses, which has spurred usage of plasticulture and hoop house productiontechniques that extend the season.

The North American greenhouse tomato industry has grown rapidly since the early 1990s and is now

a significant factor in the fresh tomato industry. Total North American greenhouse tomato productionfor 2003 was estimated at 528,078 metric tons, from negligible amounts in the early 1990s. Canada isthe largest producer with an estimated 42 percent of production, followed by the United States with 30percent, and Mexico with 28 percent.

Between the early 1990s and 2003, North American greenhouse tomato area is estimated to havegrown by almost 600 percent to 1,726 hectares. Production has also grown; from 1998 to 2003,North American greenhouse production grew 103 percent. Growth continues but is stabilizing inCanada and the United States, while continuing strong in Mexico. In 2003, in the United States andMexico, the greenhouse shares of total fresh tomato production were 9 and 8 percent, respectively,but are likely higher now. In Canada, greenhouse tomatoes dominate fresh tomato production, withan 89-percent share.

Demand for organic produce in the United States has increased steadily since the early 1990s. In2000, for the first time, conventional supermarkets sold more organic food than any other venue.

According to the Organic Trade Association (OTA), organic food sales in the United States totaled$13 8 billi i 2005 ki 2 5% f th t il f d k t Thi i i f 1 9% i 2003

In 2007, approximately 129,000 acres oftomatoes are expected to be harvested

for a total cop value of $1.3 billion.


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Health Influences

According to the Journal of Agriculture and Food Chemistry, organically grown tomatoes have higherlevels of flavonoids, which may protect against cardiovascular disease. Researchers concluded thatthe level of one flavonoid in the organic tomatoes was almost twice as high as that in conventionallygrown tomatoes. Scientific evidence has identified flavonoids as having health benefits in the fightagainst age-related diseases.

In general, organically grown foods have higher concentrations of cancer-fighting compounds thanconventionally grown foods. Fruits and veggies grown organically show significantly higher levels ofcancer-fighting antioxidants than conventionally grown foods. The research suggests that pesticidesand herbicides actually thwart the production of phenolics chemicals that act as a plant's naturaldefense and also happen to be good for human health. Fertilizers, however, seem to boost the levelsof anti-cancer compounds.

Consumption Trends

U.S. fresh tomato consumption is evenly distributed between the retail and foodservice markets.Greenhouse tomatoes have made major inroads in U.S. retail channels, with less success in foodservice. An estimated 37 percent of fresh tomatoes sold in U.S. retail channels are greenhousetomatoes. The retail quantity sold of all types of field tomatoesround (mature green and vine ripe),roma, cherry and grapeincreased until 2001, but has declined slightly since then. Mature greentomatoes, the backbone of the U.S. field tomato industry, have been impacted the most bygreenhouse gains. The mature green tomato share of the retail quantity of fresh tomatoes soldplummeted from 1998 to 2003.

As consumers seek a deeper values experience, their relationships with brands and retailers havebecome integral to success. According to the industry watch group, Organic Consumers, individualswant to know what brands and retailers are doing to protect the environment and their health, andthey are seeking more information than ever before. The group classifies the most integrated andloyal organic consumers as devoteds and temperates, consistently using organic products in allfacets of daily life, from food and beverage to skin care and household cleansers. Otherclassifications are dabblers and reluctants, with only 36% and 21% of them, respectively, havingused any organic product in the past year. T

The consumer base of organic food has become more diverse and cannot be easily pigeonholed as

the market is growing with increased availability and popularity. A study by the Hartman Group in2002 found that half of the respondents who purchased organic food frequently have an annualincome below $50,000, and that African Americans, Asian Americans, and Hispanics purchase moreorganic products than Caucasians.

The overall household penetration of organic products is 57%. Increased selection and availabilityhave driven increased frequency of usage and 20%+ sales increases over the past year. Analysts


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Target Market Segments

With increasing production and supply of organic produce and meats, organic food, once considereda niche product, has become more available and affordable for consumers in mainstream grocerystores. It is estimated that the mass-market channel, which includes supermarkets, grocery stores,mass merchandisers, and club stores, now handles 46% of total organic food sales.

The market segments currently targeted by Mitchell Farms are retailers, specialty grocers, direct

consumers, foodservice clients, and further processors. With progressive expansion into thesemarkets, the targeted purchase decision makers are segment buyers, distributors, brokers, andprocurement officials.

Retailers, retail distributors and wholesalers are ideal customers for organic tomato products primarilyin the form of fresh-market varieties. Targeted customers in this segment include:

9 Safeway, Inc.9 Publix9

The Kroger Co.9 Whole Foods/Wild Oats Marketplace9 Trader Joes9 Lunds & Byerlys9 Brown & Cole9 Wal-Mart Superstores/Sams Club9 Target Supercenters9 Costco9 A&P9 Royal Ahold

9 Haggen Food & Pharmacy9 Rosauers Supermarkets9 Yokes Fresh Market

Foodservice distributors, serving finished food manufacturers, restaurants, and institutional cateringproviders, are a key market for fresh-market organics and basic packaged pastes, juices, andprocessed items. Such customers include:

9 SYSCO Foods

9 US Foodservice9 Basic American Foods9 Performance Food Group

Further processors are targeted customers of culls for processing into other tomato-based products.Prospective targets include:


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Competitive Environment

As the industry leader, Canada drives the greenhouse tomato market during its March to Decemberseason, with its high yields and consistent product quality. The main weakness of the Canadiangreenhouse industry is that it does not produce tomatoes in the winter. In the United States, the largegreenhouse operations are located in the Southwest and West, where climate conditions enable themto produce tomatoes profitably in the winter, when prices are higher. The strength of the U.S. industryis bolstered by high yields, product consistency, and year-round supply. To meet domestic demand,

the United States imports over half of its supply of greenhouse tomatoes from Canada and Mexico.Today the Canadian manufacture of tomatoes is facing dollar issues for export therefore reducing theamount of tomatoes purchased from Canada.

Beyond indirect competition in the general fresh-market and tomato processing industry, MitchellFarms also competes with other regional organic tomato producers. The number of certified organicproducers grew to 554 last years from 529 in 2005 and the amount of organic farm sales grew to$101.5 million from $77.4 million.

Key Competitors

Dominion Organics is located in Ferndale, Washington and produces organic basil, bokchoy, Swiss chard, cucumbers, greenhouse tomatoes, melons, onions, peppers, and summersquash. The small farm markets primarily direct-to-consumer through regional farmersmarkets and serves the large tomato processing industry in California as an approvedcertified vendor.

Risk Factors

International Competition. The U.S. industry is vulnerable to increasing competition fromMexico during the winter months, which could erode profits that carry it through the summer whenprices are lower.

Tomato price decline. As the North American greenhouse tomato industry has expanded frommarket niche to mainstream status, tomato prices have declined. There have been two periods ofvery low prices. In summer 1999, beefsteak tomato prices fell to a new low, causing financial

problems for a number of greenhouse growers. In 2000, the industry began to produce tomatoes-on-the-vine (TOV), which have been popular with consumers. The shift to TOVs took thedownward price pressure off beefsteak tomatoes. TOVs have enjoyed a substantial premium overbeefsteaks, but as more and more growers turned to TOVs, prices also began to decline, with aparticularly rapid drop in summer 2004.

Product liability claims or product recalls could result in significant legal claims. The


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Implementation Summary

Mitchell Farms will leverage its competitive advantage to establish a niche within the industry, realizethe profit potential, and fulfill its overarching mission. The Company will execute its strategies toachieve high volume sustainable organic tomato production and high quality product, while pursuingopportunities to grow the business in the future through new domestic and foreign markets andmutually beneficial strategic alliances and partnerships.

Competitive Edge

The core competency of Mitchell Farms lies in its vertical integration of the key aspects of cultivationand production of organic tomatoes. The ability to integrate the production of uncontaminatedorganic soil, not only substantially contributes to one of the states key growth agricultural segments,but also enables the Company to ensure consistency in the quality of product in the greenhouseenvironment. Key advantages of Mitchell Farms that distinguish it from existing competitors andcreate barriers to entry for new participants are highlighted below.

Vertically Integrated, Efficient Operations.

Vertical integration affords exacting control over the process, from the chemical properties of theorganic soil produced on site to the final fresh-market and culled product ultimately produced andshipped. Mitchell Farms produces high-quality organic tomatoes efficiently by combining cost-effective, high-volume greenhouse production with on-site support farming practices that ensurecontrol over the growth environment and applied products.

Strong Market Position with Strategically Located, Efficient Operations, Creating Jobs.

The proposed large-scale integrated operations, primary geographic location, and businessownership imbue a strong market position in the competitive landscape while maintaining economiesof scale in production and marketing. The strategic location not only allows Mitchell Farms to supplycost-effective delivery of fresh-market tomatoes to many of the most populous regions in the UnitedStates, but also opens significant sales opportunities for the Company through regional distributionhubs for major retailers.

Outstanding Product Offerings that are Responsive to Customer Needs.

The proprietary end-product recipes and state-of-the-art methods and technologies position thewholesale, retail, and export products to become recognized as the best tasting, highest qualityorganic food and culinary products available.

Experienced Management Team.


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Economic Advantages & Funding Support

Domestically, Mitchell Farms expects to receive substantial support from the local and regionalgovernments and agencies as enticement for the business and employment opportunities the venturerepresents in Washington. The Company has received confirmation from the local government that itis in talks to develop the large-scale organic farm operation in the town of Adello. Operating as acertified organic producer, Mitchell Farms will likely receive supplementary regulatory and taxationbenefits.

Marketing Strategy

The marketing strategy is designed to increase margins and returns on invested capital. Keyelements of the strategy, resting heavily upon the business development savvy of the principals andsuccessful personal and institutional selling activities, include:

Effective Brand Development and Equity Public Relations & Editorial Coverage

Advertisements with Trade Media of Targeted B2B Customers Media Kits & Video News Releases Word-of-Mouth Direct Personal Selling Trade Network Marketing & Trade Event Participation Marketing Collateral Cooperative Retail Promotional Opportunities Effective Cross-Cultural Marketing Approach Internet Marketing

Press releases and news stories

National media will be introduced to the Farmer Dougs brand with pre-written articles (withphotos) to alert produce buyers of the coming product and create enthusiasm. These articleswill be provided to hard copy publications as well as web-based entities (i.e. Fruitnet.com,etc.). Articles and Press Releases will average about $1,000 each with a significantconcentration of releases produced in the first year, with fewer releases (between four andfive) produced in subsequent years.

Web Site

At the same time, press releases and articles are delivered; a web site will be developedtelling the complete story of the Farmer Dougs brand and the Mitchell Farms organicphilosophy. This will be continually updated to show progress as well as be maintained as asite that can help create a strong mailing list for buyers, both commercial and retail. Funds


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Display Advertising

Media buys will be placed in key produce buyers business publications, including but notlimited to, the following:

oo The Packer - 12,000+ produce buyers - 54 issues a yearoo Supermarket News - 34,000+ circulation - 52 issues a year

General Public Advertising - Brand Support

Support will be necessary to secure the brands position not only on the shelves but in theend users mind. At this point, National Radio Sponsorships of key shows within the keydemographic, ultimately leading to National Television Sponsorships of key shows on PBS orFood Network, CNN or others.

Management intends to commit to a proportionate and appropriate marketing budget that willmaximize return for the reasonable expenditure to effectively launch the business and drivedistribution channel sales. The marketing budget will likely be established at four to five percent of

sales to support advertising efforts, direct mail, trade advertising, radio, television, outdooradvertising, and other on-going programs. As opportunities develop, Mitchell Farms will participatein cooperative promotional campaigns with the agencies and trade entities to increase awarenessamong the population about the benefits and availability of quality organic products, domestically andabroad.


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Management Summary

Mitchell Farms is owned and operated by its founder and key management personnel. Immediatepersonnel plans outline staffing and labor needs to initiate and sustain operations of the farm and itsplanned activities. The management team has identified external resources to augment their businessand entrepreneurial acumen with strong industry knowledge and expertise as well as farmmanagement skills that can be imparted to the staff of Mitchell Farms.

Management Team

The highly committed management team brings together a diverse background that compliments thebusiness needs for strategic organization, sales, creativity, and technical farming expertise to ensureprocessing and production prove effective and sales and marketing activities deliver results. Eachmember has a strong degree of drive and passion to ensure the success of Mitchell Farms, includingan extensive, combined background and entrepreneurial experience in developing profitable andresponsible agricultural operations in the United States.

David A. Mitchell, Founder & Interim Chief Executive Officer. Mr. Mitchell has extensiveexperience in business startups. His expertise spans a variety of applicable industries, froma profitable syndicated dairy farm to multiple building and land development firms.

Joe Jones, B.Sc., M.Sc., M.I.o.H., A.Ag., Chief Operations Officer. Mr. Jones hasextensive technical management and planning experience in alternative crop science,harvest methodologies, and sustainable horticultural production.

Alan Smith, Facilities Manager. Mr. Smith is a seasoned production manager for all

aspects of construction and facility development.

Thomas Jensen, Farm Administrator. Mr. Jensen brings a wealth of experience inlandscape architecture, land planning, utility administration, and project management.


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Personnel Plan

The personnel plan calls for sufficient staff at the farm and greenhouse facility to fulfill the overarchingmission of the organization and provide the level of quality product to customers. Mitchell Farms willbe able to benefit from economic incentives in the communities in which it operates as the enterpriseintroduces new employment opportunities. Annual wage and salary increases aligned with nationalinflationary rates are also planned for all employees. Activities at the farm assume pre-opening laborneeds.

PROJECTED EXPENSES


Employee Costs

Chief Executive Officer $120,000 $124,800 $129,792 $134,984 $140,383

Chief Operations Officer $100,000 $104,000 $108,160 $112,486 $116,986

Chief Financial Officer $100,000 $104,000 $108,160 $112,486 $116,986

Sales & Marketing Director $100,000 $104,000 $108,160 $112,486 $116,986

Facilities Manager $55,000 $57,200 $59,488 $61,867 $64,342

Landscape Manager $60,000 $62,400 $64,896 $67,492 $70,192

Master Greenhouse Grower $75,000 $78,000 $81,120 $84,365 $87,739

Benefits 22% $134,200 $139,568 $145,151 $150,957 $156,995

Subtotal $744,200 $773,968 $804,927 $837,124 $870,609


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Financial Plan

The financial plan for Mitchell Farms fulfills the goals to establish and grow the Company, to executethe strategies and tactics prescribed in the business plan, and to realize the revenues and projectedprofits. Within the limitations of unforeseen factors and time frames, the projections and forecastsrepresent expected income and expenses based on the described operations and marketingactivities. Consolidated financial projections are presented in this section, with monthly projectionsdepicted in the Appendix.

Important Assumptions

The values in the financial plan are depicted in US dollars. The foundation of many projections isbased upon a combination of evaluation of financials of comparable existing organic greenhouseoperations, current commodity pricing, forecasts for production activities, and historical data fortomato production and consumption within the United States.

Key assumptions include:

Cost of living increases for salaries are assumed at 4% annually. In addition to federal payroll taxes, State of Washington contributions are assumed at

1.43%. The inflation rate, impacting costs and expenses, is assumed at 3.9% annually.

GENERAL ASSUMPTIONS

Tax Rate 39.00%

Payroll Tax/ Personnel Burden 22.00%

Merchant Account Costs (Credit Cards) 2.79%

Long-Term Loan Interest Rate 8.75%

ACCOUNTS PAYABLE

% of Vendors Paid WithinImmediately 25%

30 days 75%

60 days 0%


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Revenue Strategy

The core of the sales strategy is cultivating direct sales with major constituents, developing adistribution network and nurturing beneficial strategic alliances with industry partners. Highlyinterested buyers, the result of the proactive approach of the management team and projectpromoters, is a strong indicator of the inevitable success of Mitchell Farms and the probable accuracyof the sales projections.

Forecast

The following sales forecast shows consolidated sales increasing to $25 million within oneyear, and reaching nearly $89.6 million in the fifth year of the forecast. It assumed the facilitywould be at full-scale production of the first 12 greenhouses within three months. Monthlydetails for the first year are included in the appendices.

FIVE-YEAR REVENUE PROJECTION


Fresh-Market 11420842 25818750 38250000 38250000 38250000

Wholesale price / unit $1.85 $1.86 $1.87 $1.88 $1.89

Fresh-Market $21,128,557 $48,022,875 $71,527,500 $71,910,000 $72,292,500

Processed 2284168 5163750 7650000 7650000 7650000

Sale price / unit $1.55 $1.56 $1.57 $1.58 $1.59

Processed $3,540,461 $8,055,450 $12,010,500 $12,087,000 $12,163,500

Branded Juice 222374 478104 1027924 1182112 1359429

Sale price / unit $2.79 $3.80 $3.81 $3.83 $3.85

Branded Juice $620,423 $1,816,796 $3,916,390 $4,527,491 $5,233,803

Projected Totals $25,289,441 $57,895,121 $87,454,390 $88,524,491 $89,689,803


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Anticipated Annual Sales Projections

$-

$10,000,000

$20,000,000

$30,000,000

$40,000,000

$50,000,000

$60,000,000

$70,000,000

$80,000,000


Farmer Doug's Tomato Sales

Fresh-Market Processed Branded Juice


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Projected Profit and Loss

The projected, consolidated profit and loss statement represents the expected performance ofMitchell Farms during its first five years of operations. Monthly profit and loss figures for the first fullyear of operations are included in the appendices.

REVENUE

Year 1 Year 2 Year 3 Year 4 Year 5Total Revenue $25,289,441 $57,895,121 $87,454,390 $88,524,491 $89,689,803

Cost of Sales

Direct Materials $4,552,099 $10,421,122 $15,741,790 $15,934,408 $16,144,164

Direct Labor $5,057,888 $11,579,024 $17,490,878 $17,704,898 $17,937,961

Broker Commissions $1,011,578 $2,315,805 $3,498,176 $3,540,980 $3,587,592

Total Cost of Sales $10,621,565 $24,315,951 $36,730,844 $37,180,286 $37,669,717

Gross Profit $14,667,876 $33,579,170 $50,723,546 $51,344,205 $52,020,086

EXPENSES

Salaries & Wages $610,000 $634,400 $659,776 $686,167 $713,614

Personnel Burden $134,200 $139,568 $145,151 $150,957 $156,995

Supplies (office and operating) $6,000 $6,240 $6,490 $6,749 $7,019

PR/Marketing Consultants $60,000 $62,400 $64,896 $67,492 $70,192

Marketing & Advertising $240,000 $289,476 $437,272 $442,622 $448,449

P/D Consultants $18,000 $18,720 $19,469 $20,248 $21,057

Accounting and Legal Services $18,000 $18,720 $19,469 $20,248 $21,057

Sales & Distribution Consultant $18,000 $18,720 $19,469 $20,248 $21,057

Facility Improvements $0 $50,275 $52,286 $54,377 $56,553

Misc. Maintenance $0 $2,514 $2,614 $2,719 $2,828

Computer/IT $3,000 $3,120 $3,245 $3,375 $3,510

Utilities $0 $10,055 $10,457 $10,875 $11,311

Cold Storage Warehousing $120,000 $124,800 $129,792 $134,984 $140,383

Product Liability Insurance $96,000 $99,840 $103,834 $107,987 $112,306

Business Insurance $9,000 $9,360 $9,734 $10,124 $10,529

Depreciation $486,207 $486,207 $486,207 $486,207 $486,207

Postage & Delivery $600 $624 $649 $675 $702

Miscellaneous Expense $2,400 $2,496 $2,596 $2,700 $2,808

Total Expenses $1,821,407 $1,977,534 $2,173,404 $2,228,752 $2,286,575


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Projected Annual Profit

$-

$5,000,000

$10,000,000

$15,000,000

$20,000,000

$25,000,000

$30,000,000

$35,000,000


Projected Annual Gross Margin

$10,000,000

$20,000,000

$30,000,000

$40,000,000

$50,000,000

$60,000,000


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Projected Cash Flow

The consolidated Pro Forma Cash Flow forecast illustrates the cash requirements of the Company. Afive-year forecast is depicted here, and the detailed monthly figures for the first full year of operationsare included in the appendices.


CASH ON HAND (beginning of period)

$1,083,500 $3,863,554 $13,351,405 $16,075,487 $15,975,088

CASH INFLOWS FROM OPERATINGACTIVITIES

Cash Sales $6,322,360 $14,473,780 $21,863,597 $22,131,123 $22,422,451

Accounts Receivable $15,117,586 $17,734,221 $21,035,546 $43,591,829 $61,435,739

NET CASH INFLOWS $21,439,946 $32,208,001 $42,899,143 $65,722,952 $83,858,189

CASH OUTFLOWS FROM ACTIVITIES

Inventory Purchase $11,280,389 $15,914,397 $20,885,103 $37,366,484 $37,872,481

Accounts Payable $5,561,178 $4,188,113 $16,062,875 $21,810,541 $23,765,466

Cash Spending $610,000 $634,400 $659,776 $686,167 $713,614

Loan principal payment $753,245 $840,409 $937,660 $1,046,165 $1,167,227

Additional Borrowing Principal Repayment $0 $0 $0 $0 $0

Dividends $455,080 $1,142,830 $1,379,647 $4,626,494 $6,516,061

Owners' Withdrawal $0 $0 $250,000 $287,500 $330,625

NET CASH OUTFLOWS $18,659,892 $22,720,149 $40,175,062 $65,823,351 $70,365,474Net cash flow $2,780,054 $9,487,851 $2,724,081 ($100,399) $13,492,715

Cash Position (end of period) $3,863,554 $13,351,405 $16,075,487 $15,975,088 $29,467,803

The final dividend structure will be determined between management of Mitchell Farms andprospective investors.


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Annual Cash Flow Projections

$(5,000,000)

$-

$5,000,000

$10,000,000

$15,000,000

$20,000,000

$25,000,000

$30,000,000


Cash Balance Net Cash Flow

MMiitt hh llll FF


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Projected Balance Sheet

The balance sheet in the following table is for the initial five years of operations. The monthlyestimates for Year One are included in the appendices.

ASSETS

Starting

Balances


Current assets

Cash and cash equivalents $1,083,500 $3,863,554 $13,351,405 $16,075,487 $15,975,088 $29,467,803

Accounts receivable $0 $3,849,495 $8,931,851 $31,317,645 $53,316,608 $58,274,238

Inventories $100,000 $4,580,476 $10,073,751 $15,217,064 $15,403,261 $15,606,026

Total current assets $1,183,500 $12,293,525 $32,357,007 $62,610,196 $84,694,958 $103,348,067

Fixed assets

Property, plant and equipment $14,100,000 $14,100,000 $14,100,000 $14,100,000 $14,100,000 $14,100,000Less accumulated depreciation $0 $486,207 $972,414 $1,458,621 $1,944,828 $2,431,034

Total fixed assets $14,100,000 $13,613,793 $13,127,586 $12,641,379 $12,155,172 $11,668,966

Other assets

Long-term cash investments $0 $0 $0 $0 $0 $0

Equity investments $0 $0 $0 $0 $0 $0

Other assets $0 $0 $0 $0 $0 $0

Total other assets $0 $0 $0 $0 $0 $0

Total assets $15,283,500 $25,907,318 $45,484,593 $75,251,575 $96,850,130 $115,017,032

LIABILITIES & OWNERS' EQUITY

Current liabilities

Loans payable $0

Accounts payable $0 $1,211,407 $1,343,134 $1,513,629 $1,542,585 $1,572,962

Income taxes payable $0 $5,120,941 $12,324,638 $18,934,555 $19,155,026 $19,396,069

Total current liabilities $0 $6,332,348 $13,667,772 $20,448,184 $20,697,612 $20,969,031

Other liabilities

Long-term debt $7,500,000 $6,746,755 $5,906,346 $4,968,685 $3,922,520 $2,755,293

Total other liabilities $0 $6,746,755 $5,906,346 $4,968,685 $3,922,520 $2,755,293

MMiittchhellll FFarms BB ii PPll


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Sources and Uses of Funds

In order to effectively launch all aspects and phases to the planned operations of Mitchell Farms andits subsidiary companies, the principals are seeking a total of $15.7 million, through investmentsource supported by economic incentives. The principals have engaged with state, county, and localagencies within its respective operating areas to identify and apply for all grants and incentives forwhich Mitchell Farms may qualify to offset the total level of investment capital required. However, assuch programs have lengthy review and disbursement processes, the management team has clearly

defined the immediate needs of the organization.

The following table outlines the additional funding requirements and the uses of capital to launch allphases for Mitchell Farms and achieve full-scale operations of all facilities.

SOURCES OF CAPITAL

Owners' Investment

Owner Investment $ 250,000

New Investment $ 7,950,000

Total Investment $ 8,200,000

Bank Loans

Primary Lender $ 7,500,000

Total Bank Loans $ 7,500,000

STARTUP EXPENSES

Long-Term Assets

Land $ 1,250,000

Buildings $ 11,850,000

Machinery $ 750,000

Other Equipment $ 250,000

Total Long-Term Assets $ 14,100,000

Location and Admin ExpensesLegal and accounting fees $ 11,000

Prepaid insurance $ 15,000

Broker Fees $ 25,000

Consultants $ 8,000

S li $ 4 000

MMiittcchheellll FFaarrmmss BBuussiinneessss PPllaann


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Advertising and Promotional Expenses

Product Launch Marketing $ 223,000

Merchandising $ 25,000

Packaging Production $ 25,000

Corporate Identity Material $ 10,000

Web Site Design & Development $ 8,000

Packaging Design $ 2,000

Artwork Creation $ 15,000

Total Advertising/Promotional Expenses $ 308,000

Other Expenses

Travel $ 20,000

Financing Recruitment Expenses $ 20,000

Total Other Expenses $ 40,000

Working Capital $ 1,083,500

Total Source of Funds $ 15,700,000

Total Startup Expenses $ 15,700,000



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Investment Analysis

Based on sales forecasts and projections of business value, it is anticipated that invested equity andcapital will yield dividends to investors beginning in the fourth quarter. These funds would bedistributed between ownership according to vested percentages of the principals and stockholders.The following analysis of the investment details how management predicts valuation to proceed overtime, based on the current assumptions, planned expenses, and financing projections.

Investment Analysis

Start Year 1 Year 2 Year 3 Year 4 Year 5

Initial Investment

Equity Investment $7,950,000 $0 $0 $0 $0 $0

Dividends $0 $455,080 $1,142,830 $1,379,647 $4,626,494 $6,516,061

Ending Valuation $0 $0 $0 $0 $0 $121,350,000

Combination as Income Stream ($7,950,000) $455,080 $1,142,830 $1,379,647 $4,626,494 $127,866,061Percent Equity Acquired 20%

Net Present Value (NPV) $69,999,516

Internal Rate of Return (IRR) 80%

Assumptions

Discount Rate 10.00%

Valuation Earnings Multiple 20 20 20 20 20

Valuation Sales Multiple 2.23 2.23 2.23 2.23 2.23

Total New Investment $7,950,000 $0 $0 $0 $0 $0

Dividends $455,080 $1,142,830 $1,379,647 $4,626,494 $6,516,061

Calculated Earnings-based Valuation $154,510,000 $385,540,000 $592,310,000 $599,210,000 $606,750,000

Calculated Sales-based Valuation $56,400,000 $129,110,000 $195,020,000 $197,410,000 $200,010,000

Calculated Average Valuation $105,455,000 $257,325,000 $393,665,000 $398,310,000 $403,380,000



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Confidential 36

APPENDIX I: Payroll Projections

Year One

PROJECTED EXPENSES

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Employee Costs

Chief Executive Officer $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000

Chief Operations Officer $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333

Chief Financial Officer $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333

Sales & Marketing Director $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333 $8,333

Facilities Manager $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 $4,583Landscape Manager $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000

Master Greenhouse Grower $6,250 $6,250 $6,250 $6,250 $6,250 $6,250 $6,250 $6,250 $6,250 $6,250 $6,250 $6,250

Benefits 22% $11,183 $11,183 $11,183 $11,183 $11,183 $11,183 $11,183 $11,183 $11,183 $11,183 $11,183 $11,183

Subtotal $62,017 $62,017 $62,017 $62,017 $62,017 $62,017 $62,017 $62,017 $62,017 $62,017 $62,017 $62,017



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Confidential 37

APPENDIX II: Revenue Forecast

Year One

12-MONTH REVENUE PROJECTION

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Year 1AnnualTotals

Fresh-Market 0 0 562500 646875 743906 855492 983816 1131388 1301097 1496261 1720700 1978805 11420842

Wholesale price / unit $1.85 $1.85 $1.85 $1.85 $1.85 $1.85 $1.85 $1.85 $1.85 $1.85 $1.85 $1.85 $1.85

Fresh-Market $0 $0 $1,040,625 $1,196,719 $1,376,227 $1,582,661 $1,820,060 $2,093,069 $2,407,029 $2,768,083 $3,183,296 $3,660,790 $21,128,557

Processed 0 0 112500 129375 148781 171098 196763 226278 260219 299252 344140 395761 2284168

Sale price / unit $1.55 $1.55 $1.55 $1.55 $1.55 $1.55 $1.55 $1.55 $1.55 $1.55 $1.55 $1.55 $1.55

Processed $0 $0 $174,375 $200,531 $230,611 $265,203 $304,983 $350,730 $403,340 $463,841 $533,417 $613,430 $3,540,461

Branded Juice 0 12000 13200 14520 15972 17569 19326 21259 23385 25723 28295 31125 222374

Sale price / unit $2.79 $2.79 $2.79 $2.79 $2.79 $2.79 $2.79 $2.79 $2.79 $2.79 $2.79 $2.79 $2.79

Branded Juice $0 $33,480 $36,828 $40,511 $44,562 $49,018 $53,920 $59,312 $65,243 $71,767 $78,944 $86,838 $620,423

Projected Totals $0 $33,480 $1,251,828 $1,437,761 $1,651,399 $1,896,881 $2,178,962 $2,503,111 $2,875,612 $3,303,692 $3,795,657 $4,361,058 $25,289,441


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35/36

Confidential 39

APPENDIX III: Consolidated Pro Forma Financials

Cash Flow Statement Year One

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

CASH ON HAND (beginning of period)

$1,083,500 $947,761 $747,521 $281,124 $453,432 $673,604 $948,849 $1,211,699 $1,547,392 $1,966,874 $2,482,726 $3,109,411

CASH INFLOWS FROM OPERATING

ACTIVITIESCash Sales $0 $8,370 $312,957 $359,440 $412,850 $474,220 $544,741 $625,778 $718,903 $825,923 $948,914 $1,090,265

Accounts Receivable $0 $3,390 $146,836 $896,670 $1,029,861 $1,182,899 $1,358,749 $1,560,817 $1,793,022 $2,059,866 $2,366,525 $2,718,951

NET CASH INFLOWS $0 $11,760 $459,793 $1,256,110 $1,442,711 $1,657,119 $1,903,489 $2,186,595 $2,511,925 $2,885,789 $3,315,439 $3,809,216

CASH OUTFLOWS FROM ACTIVITIES

Inventory Purchase $0 $0 $657,647 $636,212 $730,761 $839,404 $964,246 $1,107,708 $1,272,572 $1,462,036 $1,679,778 $1,930,024

Accounts Payable $25,238 $100,951 $156,943 $335,433 $379,058 $429,183 $486,781 $552,967 $629,023 $716,426 $816,871 $932,306

Cash Spending $50,833 $50,833 $50,833 $50,833 $50,833 $50,833 $50,833 $50,833 $50,833 $50,833 $50,833 $50,833

Loan principal payment $59,668 $60,215 $60,767 $61,324 $61,886 $62,454 $63,026 $63,604 $64,187 $64,775 $65,369 $65,968

Additional Borrowing Principal Repayment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Dividends $0 $0 $0 $0 $0 $0 $75,752 $75,790 $75,828 $75,866 $75,903 $75,941

Owners' Withdrawal $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

NET CASH OUTFLOWS $135,739 $211,999 $926,190 $1,083,802 $1,222,538 $1,381,874 $1,640,639 $1,850,902 $2,092,444 $2,369,937 $2,688,754 $3,055,073Net cash flow ($135,739) ($200,239) ($466,398) $172,308 $220,172 $275,245 $262,850 $335,693 $419,482 $515,852 $626,685 $754,143

Cash Position (end of period) $947,761 $747,521 $281,124 $453,432 $673,604 $948,849 $1,211,699 $1,547,392 $1,966,874 $2,482,726 $3,109,411 $3,863,554


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Documents

Farmer Dougs Sample