Friendly City Food Cooperative, Inc. Business Plan Created by the Board of Directors June 18, 2009 Revised March 30, 2010 Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Our Mission To create the Friendly City Food Co-op as a consumer-owned, democratically-run cooperative that will operate a retail grocery store that emphasizes healthy foods, quality goods, and local products. Our Collective Goals • To support local producers and sustainable agriculture, • To provide health-enhancing foods, • To keep prices as low as possible, • To create a sustainable business based on member ownership and democratic decision-making, • To be fair and supportive to our employees and to be sensitive to the working and living conditions of those who make what we sell, • To be a community resource that helps the people of Harrisonburg and the Shenandoah Valley lead healthier lives, • To be good stewards of the environment through conscientious, sustainable use of resources, • To reach out to low-income members of the community, and • To welcome all. Board Membership The Board of Directors for the Friendly City Food Cooperative, Inc. is currently comprised of nine member-owners residing in the local community. They are: Board Officers Ben Sandel, President Noel Levan, Vice President John Ashenfelter, Treasurer Ilse Ackerman, Secretary Directors Joe Cloud Peggy Duhamel Jonathan Lantz-Trissel Sam Nickels Gil Souder Friendly City Food Co-op, Harrisonburg, Virginia, page 2 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 I. Executive Summary Introduction Michael Pollan observed in The Omnivore’s Dilemma that “the typical item of food on an American’s plate travels some fifteen hundred miles to get there.” The production, processing, and transportation of food accounts for a substantial portion of fossil-fuel consumption in the United States. Fortunately, many people now recognize the dysfunction inherent in industrialized food production, a system that is neither sustainable nor healthy. By focusing on locally‐produced, wholesome foods and products, the Friendly City Food Co‐op (FCFC) will provide a more sustainable shopping option for Harrisonburg and the surrounding counties. By serving as a showcase for local products, the co‐op will also add to the sustainability of local agriculture and responsible farming techniques. Business Concept Food cooperatives are not new. Successful models exist in communities of varying size throughout the country. Cooperatives are owned by their customer‐members who have a voice in the operation and governance of the organization. FCFC owners pay $200 per household for a membership. While anyone can shop at the food co‐op, members demonstrate their commitment to supporting a sustainable food supply chain, and members vote annually on how much profit to keep in retained earnings for future capital needs and how much to distribute to owners via a patronage refund. The Friendly City Food Co‐op will locate its store in downtown Harrisonburg to help revitalize downtown space and slow urban sprawl. The planned store will be 6,475 square feet, large enough to accommodate dry grocery, meat, produce, frozen food, dairy, a deli, a grab & go section, and a café‐style seating area. The store will actively seek out relationships with local farmers and producers to highlight a broad selection of natural, organic, and locally‐produced food and products. In addition, the store will have a strong selection of supplements and health and beauty aids, a customer service counter, a small reference library, a selection of non‐food household supplies, pet-care products, and general merchandise. We hope to include a community room that will be available to the general public that will serve as a space for the co‐op to offer classes in cooking and nutrition to its member‐owners and customers. The room will also serve as a field-trip space for local schoolchildren learning about healthy foods, sustainable agricultural (farm to table concepts), and cooperative community‐based business ventures. Industry Analysis and Competitive Advantage The grocery industry is very competitive, and most national grocery retailers now offer at least a small selection of natural and organic products. The national retailers typically offer a very limited range of these products and rely primarily on national supply chains rather than local ones. Additionally, specialty natural foods retailers are also active in the market. Most of these stores offer only a limited selection of products and are often viewed by consumers as a supplemental source of food or health and beauty aides. Friendly City Food Co-op, Harrisonburg, Virginia, page 3 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 One of the largest obstacles to entry into the grocery retail market is the cost of equipment and store space. Initial build out, inventory purchases, and working capital also require significant upfront financial resources. Where national retailers may have the advantage of accessible capital, cooperatives have the benefit of a base of member‐owners who share in the risk of the start‐up venture. In many ways, cooperatives have a competitive advantage. Consumers of local and natural goods are often driven to purchase the products out of loyalty to a cause, concern for health, dietary restrictions, or general concern for sustainability, and as such, are unlikely to switch to other retailers once they commit. Owner‐members of cooperatives show a stronger allegiance to their store than typical consumers. Store loyalty will be enhanced by the FCFC’s high degree of customer service, its closer connection to suppliers, and the influence that the consumer has over the inventory and selection in the store. Additionally, the customer’s concern for product quality and transparency in the supply chain will yield a reduced sensitivity to product cost. Industry analysis reveals several important facts about cooperative grocery stores, including: • Growth in the natural food market has been between 5% and 10% per year, and is expected to continue, while the general grocery industry is growing at only 2%, • Co‐op food stores typically have larger trade areas than conventional supermarkets, and • Co‐op and natural food retailers situated in small urban or suburban communities generally have trade areas that extend into surrounding rural areas. Because of their unique combination of local cooperative ownership and strong connection to the supply chain, cooperative groceries have shown the ability to grow at rates equal to or better than their regional rate of business growth. Market Analysis In a recent poll of Harrisonburg’s downtown merchants conducted by Harrisonburg Downtown Renaissance, a full‐service grocery in the downtown area was seen as the most important need in terms of new business development. Merchants felt that the availability of groceries was essential to continued mixed‐use development and revitalization of the downtown core. Residents and the workforce in downtown Harrisonburg will definitely be a major source of customers for the cooperative, but the target audiences identified in the FCFC market analysis extend beyond the downtown core. These audiences include: • People looking for healthy foods and household goods at competitive prices, • University staff and students from four local universities and colleges, with interests in economic, environmental, social, and health issues, and • Local farmers/producers who want a high‐quality store in which to sell their products. A professionally completed market analysis for FCFC identified a trade area bounded by geographic, competitive, and demographic barriers. As defined, the trade area includes an estimated 160,300 persons and is projected to grow at an average annual rate of 1%. Based on demographic characteristics, the trade area has an estimated total annual expenditure potential for natural food merchandise at over Friendly City Food Co-op, Harrisonburg, Virginia, page 4 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 $42 million. Based on this expenditure potential and the relatively weak competitive environment, FCFC is expected to achieve a 13.8% market share of natural food sales in the trade area at maturity (~ 5 years). The natural food market has traditionally been most attractive to customers with some college education, white‐collar employment, and higher income levels. In the trade area, 47% of employed persons are engaged in white‐collar occupations and almost 39% of households have incomes between $50,000 and $150,000. Median annual household income is estimated at slightly over $44,000. Perhaps the most telling market statistic is that more than 760 households have purchased shares in the cooperative, and each of these households represents future shoppers. Industry benchmarks suggest that once FCFC completes its financing and begins its build-out, membership will climb rapidly. Product/Service Development Plan The FCFC is following a three‐stage development plan. In the completed organizing stage, FCFC was envisioned and incorporated, and leadership was recruited. The feasibility and planning stage, nearing completion, involved the development of a business plan, a market feasibility study, financial pro forma, and store floor design in consultation with the nationally recognized Cooperative Development Services (CDS). Recent activities have focused on member recruitment, the first phase of a member investment campaign, beginning a national search for a general manager and negotiation of the lease for the intended store site. As FCFC moves into the final stage, implementation, the board of directors will focus on completing the financing, hiring the general manager, finalizing the lease and renovating the store. Management Team FCFC has a highly stable and committed board of directors, many of whom have worked together for the more than four years the co-op has been in development. The board is comprised of nine members who, in addition to a strong commitment to the cooperative’s values, bring expertise in farming, entrepreneurial business development, finance, marketing and governance, and have experience working with other cooperatives, community‐supported agriculture, and/or nonprofit organizations. Some are small business owners, one works for a successful local software company and one co-owns the local abattoir. Member‐owners with other special skills have also been instrumental in the cooperative’s planning efforts. Financial Plan Launching the FCFC will require significant financial resources. Current plans call for raising $1.77 million from a combination of sources. Sales of shares to members and member investments account for $800,000. Subordinate debt from vendor credits and community loans account for an additional $268,000. An additional $674,450 will be acquired from local financial institutions or private lenders. Major expenses include $388,500 for leasehold improvements, $453,250 for equipment, and $168,000 for store inventory. Budget plans include a contingency for cost overruns and an allowance for working capital. Current projections are for a positive cash flow in the third full year of operation. Detailed financial plans and projections are included in the full business plan. Friendly City Food Co-op, Harrisonburg, Virginia, page 5 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Timeline to Launch The board of the FCFC is working intensively to get the store open by the end of 2010. Finalizing the lease and completing the financing will determine the exact timeline. At this time, principal financing has been committed, the site has been identified and a lease has been negotiated and is expected to be signed by the end of April, and the member investment campaign is over halfway to its goal. After space and financing are finalized, hiring a general manager and store design and renovations will commence immediately. The general manager will begin developing formal agreements with local farmers and suppliers, staffing the store, and preparing for opening. II. The Industry, The Friendly City Food Co-op and its Products and Services The Grocery Industry and Cooperatives Retail grocery cooperatives like the Friendly City Food Co-op can be considered parts of two industries: the natural and organic food industry and retail cooperatives. The natural and organic food industry has been growing steadily at 5% - 10% annually, in contrast to 2% growth in the conventional grocery industry. It has established a strong network of regional and national distributors along with trade shows and magazines. The cooperative industry adds its own network of distributors and also provides a breadth of information on cooperative business models, vendor and farmer relations and management and governance. Trade organizations include the National Cooperative Business Association, the National Cooperative Grocers Association and the Cooperative Grocers Information Network which gathers and contextualizes data from cooperative groceries of all sizes and provides this information back to cooperatives to establish means, norms and comparative knowledge. Business Concept The Friendly City Food Cooperative, Inc. will open a full-service grocery store in downtown Harrisonburg emphasizing healthy, local, natural and organic products. As a cooperative, community members become FCFC owners by purchasing a $200 share of common stock, which is non-appreciating. While anyone can shop at the food co-op, members demonstrate their commitment to supporting a sustainable food supply chain and vote annually on how much profit to keep in retained earnings for future capital needs and how much to distribute back to owners via a patronage refund. As a cooperative, FCFC will model and promote sustainability through innovative bulk food options that reduce food and packaging waste, working with farmers and producers to create a demand for sustainably produced goods, and by being a major factor in a vibrant and sustainable downtown by meeting an essential need that supports the current and coming business and residential development. Products and Services The planned store will include a variety of departments such as dry grocery, meat, produce, frozen food, dairy, a deli, a grab & go section, and a café-style seating area. The store will actively seek out relationships with local farmers and producers in order to highlight a broad selection of natural, organic and locally-produced food and products. In addition, the store will have a strong supplements/health and beauty aids section featuring a customer service counter, a small reference library, and a selection of non-food household supplies, pet care, and general merchandise. The store may include a community Friendly City Food Co-op, Harrisonburg, Virginia, page 6 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 room that will be available to the general public and will serve as a space for the coop to offer classes in cooking and nutrition to its member-owners and customers. III. Market Analysis Local Demand In a recent poll of Harrisonburg’s downtown merchants conducted by Harrisonburg Downtown Renaissance, a full-service grocery in the downtown area was seen as the most important need in terms of new business development. Merchants felt that the availability of groceries was essential to continued mixed-use development and revitalization of the downtown core. Downtown residents and workforce will one source of customers for the cooperative, but the target audiences identified in the FCFC market analysis extend beyond the downtown core. These audiences include: • People looking for healthy foods and household goods at competitive prices, • University staff and students from four local universities and colleges, with interests in economic, environmental, social, and health issues, and • Local farmers/producers who want a high-quality store in which to sell their products. Trade Area and Target Population A professionally completed market analysis for FCFC identified a relatively large trade area bounded by geographic, competitive, and demographic barriers. Based on the fieldwork observations in the Harrisonburg area, and the types of trade areas served by other analogous natural and co-op food stores in similar types of markets, it appears that the primary trade area will include 35 census tracts in Harrisonburg, Rockingham County and parts of several surrounding counties. As defined for purposes of this study, the trade area to be served by the proposed Friendly City Food Coop extends about 35 miles to the northeast, where it is limited by distance and several other retail centers; 35 miles to the northwest, where it is limited by distance and geographic barriers; 12 miles to the southwest, where it is limited by the existence of the Staunton trade area; and about 15 miles to the southeast, where it is limited by the barrier effect of the Blue Ridge Mountains. Projected Market Share Using these parameters, the trade area includes an estimated 160,300 persons and is projected to grow at an average annual rate of 1%. Based on demographic characteristics, these household-based residents, have a total annual expenditure potential for natural food merchandise estimated at about $42.16 million. This potential is based on an estimated average per-capita expenditure potential of $276 per year. Based on this expenditure potential and the relatively weak competitive environment, FCFC is expected to achieve a 13.8% market share of natural food sales in the trade area at maturity (~ 5 years). Given the patterns of accessibility that exist in the Harrisonburg area, it is estimated that about 80% of the proposed store’s business will be derived from the defined trade area. An additional 20% will be derived from residents who live beyond the immediate trade area, as well as from travelers, tourists, visitors to the market area and seasonal residents. Friendly City Food Co-op, Harrisonburg, Virginia, page 7 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 The natural food market has traditionally been most attractive to customers with some college education, white-collar employment, and higher income levels. In the trade area, 47% of employed persons are engaged in white-collar occupations and almost 39% of households have incomes between $50,000 and $150,000. Median annual household income is estimated at slightly over $44,000. Key Owners – board Community Support members & key Perhaps the most telling market statistic is that more than 760 households have volunteers purchased shares in the cooperative, and each of these households represents Active Owners – Vote in board elections, future shoppers. As shown in the pyramid graphic, the number of owners sometimes come to represents a much larger group of community members who will shop at the comeetings op but won’t become owners. Social Owners – Like belonging, read the newsletter, rarely come to meetings Environmental Scanning and Management The Shenandoah Valley economy is evolving. The effect on the natural and Shopping Owners – Join because of economic benefits but exercise no other involvement local food marketplace of revitalization efforts in downtown Harrisonburg, urban relocations and retirements from the Washington, D.C. metropolitan area, relocation and expansion of knowledge economy Customers – Shoppers but not Owners companies and their employees, and the anticipated growth of James Madison University, the Friendly City Food Co-op recognizes untapped potential in the available target audience. There will also be a critical need for FCFC to remain on the forefront of information regarding the composition of the local community, the characteristics of its client-base once established, and trends and innovations in local and natural food markets. IV. The Economics of the Business Gross and Operating Margins First year gross margins are estimated to be 34%, moving to 35.5% in year two and 37.5% in year three and beyond. Operating expenses as a percentage of gross sales begin at 47.88% reflecting increased startup promotions, staffing and consulting and drops, over the next eight years to a stabilized rate of about 34%. Profit Potential and Durability Grocery cooperatives, although operating with relatively slim margins, can develop significant profit potential through sales volume. FCFC is projecting losses in the first three years, modest profits growing from $15,000 to $66,000 in years 4-7, with steady profit growth thereafter. Many factors affect longterm profit durability but cooperatives have shown, with strong management and governance, the ability to yield steady, modest profit as a sustainable long-term business. Fixed, Variable and Semi-variable Costs As noted in the documents in section XI, Cost of Goods Sold is always the largest cost category at over 60% of gross sales. Personnel is next starting at 26.10% and stabilizing at 23% by year three. Occupancy is a relatively small expense starting at 12.28% and dropping to mid 3% and other Operating, Administrative, Governance and Promotion expenses are the rest of the costs. Friendly City Food Co-op, Harrisonburg, Virginia, page 8 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Table 1. provides additional cost details by year. Table 1. Ten Year Cost Projections, Source: Friendly City Food Co-op Financial Planning Documents Cost of Goods Sold • AS % OF GROSS SALES YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 1,704,780 2,165,846 2,518,425 2,770,268 3,047,294 3,199,659 3,359,642 3,527,624 3,704,005 3,889,205 66.00% 64.50% 62.50% 62.50% 62.50% 62.50% 62.50% 62.50% 62.50% 62.50% Total Personnel Costs • AS % OF GROSS SALES 674,163 26.10% 809,254 24.10% 926,780 1,019,458 1,121,404 1,177,474 1,236,348 1,298,166 1,363,074 1,431,228 23.00% 23.00% 23.00% 23.00% 23.00% 23.00% 23.00% 23.00% Total Occupancy Expenses • AS % OF GROSS SALES 317,178 12.28% 236,058 7.03% 245,803 6.10% 261,924 5.91% 273,445 5.61% 286,697 5.60% 301,550 5.61% 229,605 4.07% 238,396 4.02% 245,955 3.95% Total Operating Expenses 113,952 105,594 126,344 138,822 152,543 160,123 • AS % OF GROSS SALES 4.41% 3.14% 3.14% 3.13% 3.13% 3.13% NOTE: Includes Store Supplies, Credit Card Fees, Telephones, Small Equipment and other items. 168,080 3.13% 176,434 3.13% 185,203 3.13% 194,410 3.12% Total Administrative Expenses • AS % OF GROSS SALES 65,645 2.54% 46,339 1.38% 55,607 1.38% 61,168 1.38% 67,284 1.38% 70,648 1.38% 74,181 1.38% 77,890 1.38% 81,784 1.38% 85,874 1.38% Total Governance/Member Expense • AS % OF GROSS SALES 14,207 0.55% 18,468 0.55% 22,162 0.55% 24,378 0.55% 26,816 0.55% 28,157 0.55% 29,565 0.55% 31,043 0.55% 32,595 0.55% 34,225 0.55% Total Promotional Expenses • AS % OF GROSS SALES 51,660 2.00% 58,763 1.75% 76,560 1.90% 84,216 1.90% 92,638 1.90% 97,270 1.90% 102,133 1.90% 107,240 1.90% 112,602 1.90% 118,232 1.90% Time to Break Even and to Positive Cash Flow Estimated breakeven point is late in the third year, with positive cash flow occurring late in the second year. Additional detail is shown in Scenario Planning in section XI. V. Marketing Plan Pre-Opening Communication and Recruitment In the early phases of the co-op‘s development the most important parts of the marketing campaign have involved establishing local name recognition and recruiting member-owners. Both of these efforts have proved successful. In terms of name recognition, FCFC held numerous community events, developed a quality website (www.friendlycityfoodcoop.com), launched a monthly newsletter, and implemented a PR campaign. Board members and member-volunteers interact with the community at many public venues with the goals of sharing our vision for the co-op; providing education about healthy choices, good nutrition, our food system, and the local agricultural infrastructure; and promoting the owner-member concept. In addition to several dozen small local events staffed by board members and volunteers, FCFC has hosted four “February Fests” in downtown Harrisonburg. These events are free to the public and feature music, a silent auction, local food samples, and information about the co-op. Each of the events was attended by more than 400 adults. Friendly City Food Co-op, Harrisonburg, Virginia, page 9 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 The monthly newsletter updates are sent electronically to keep members abreast of achievements, upcoming events, news and important milestones in the development of the co-op. The coop also maintains and updates on a weekly basis a website that includes announcements, updates, newsletters, membership growth counts, progress reports, the business plan, information on cooperative principles, and links to other websites of interest. Also, the co-op holds an annual meeting for members at which an annual report is given, and we discuss co-op progress, status, future direction, concerns, and the election of officers. Community support for the co-op is strong, and has built steadily over the last 4 years. Over 760 households have invested in a co-op share and interest from potential members remains strong. Interest has been maintained by word-of-mouth and media coverage on local television and in newsprint. FCFC has also started using Facebook and other technologies to communicate with members and potential members. Post-Opening Marketing While most of the specific marketing strategies will be led by the co-op’s general manager, the board will encourage and support a multimedia campaign strategy using web, television, direct mail, and print media to attract loyal and new store patrons. In addition, regular advertising with in-store specials and information about featured products will be disseminated to member-owners and specific target audiences. Finally, the promotion of community awareness events, lifelong learning opportunities, fitness programs, and cooking classes are seen as vital to success of the cooperative and meeting community health and sustainability goals. VI. Development Plan Development status and tasks The overall development of the FCFC involves three major stages: • The organizing phase, which has been completed; • The feasibility and planning phase, which is currently nearing completion; and • The implementation phase. The current focus of the founders and board of directors is to complete the feasibility and planning phase and lay the groundwork for the implementation phase. This work has progressed in consultation with the nationally recognized Cooperative Development Services (CDS) organization and has resulted in a business plan, financial pro forma, and marketing activities have been implemented. The primary goals are to continue to grow our membership base, secure the site and complete the financing. In addition to individual members, the FCFC is actively reaching out to possible providers and vendors in the local area as both members and major investors. Difficulties and Risks The biggest risk to the current development plan is to fail to meet target goals for financing, which would increase the time to opening and create additional costs. Friendly City Food Co-op, Harrisonburg, Virginia, page 10 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Another key risk is a more agile entity filing the same competitive space in a similar location downtown or near downtown. At this point there are no obvious candidates for a downtown grocery store, but there is active development in process and starting at several downtown locations. The lack of a secured site is a difficulty in recruiting many community residents that are only moderately interested in the FCFC. The membership and marketing committee is working hard to convert this kind of potential member, but anecdotal evidence makes it clear that having a physical building will lead to a large bump in membership. Finally, the current US economic downturn has made it much more difficult to secure bank financing, particularly for a business structured like FCFC, but we have been fortunate to have strong financial backing from community members. Costs The current operational costs are approximately $3500/month, mainly in payments for legal services, financial and business planning with CDS, expenses related to membership and marketing and a half-time employee. We’ve calculated our acquisition cost for each new member varies from roughly $20 to nearly $40, depending on events, time of year, weather and many other factors. VII. Operations Plan Geographical Location The FCFC is restricted to the State of Virginia by the statute under which it was organized and to downtown Harrisonburg by the prospectus and stated goals of the organization. Facilities and Improvements While the FCFC has not fully secured the site, it has identified and successfully negotiated on an ideal site of just under 6,500 square feet. This site has previously served as a grocery store, but will still require extensive renovations to fulfill our vision for the FCFC -- costs which are broken out in more detail in the financial plan. Strategy and Plans The founders and board of directors are focused on membership growth and a successful completion of the member investment campaign to secure a significant share of the capital required to launch the store. The member investment campaign is ongoing and has reached over 50% of the $600,000 goal. The board of directors realizes that an experienced store manager will be crucial to the success of the FCFC, so strategic plans relating to the improvement, stocking, opening, and operation of the store will be made once a national search has led to the hiring of this key position. Friendly City Food Co-op, Harrisonburg, Virginia, page 11 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 VIII. Management Team Organization The Board of Directors and key volunteers continue to manage the start-up phase as they have done for the last 4 years. Continuity of volunteer management has been extremely high over this period, building strong trust and knowledge of the organization in the larger community. The end of 2007 saw the hiring of a halftime staff position to assist the Membership Growth & Marketing Team. The goal was to grow the number of owner-member households, which has been successful, and now stands at over 760. Current board committees include: Finance, Site Development, Recruitment, Grants, and Membership & Marketing. The Board and key volunteers have depended heavily upon the ongoing support and advice of consulting personnel from Cooperative Development Services, the largest and best known national consulting firm specializing in the start-up and expansion of cooperative retail grocery stores. The three key consultants with whom we work bring over 90 years of work in the retail and cooperative industries. Their assistance has Figure 1. Governance-Management Hierarchy been in the areas of Board training, organizational Owner-Members development, business plan development, member loan campaign development, financial pro forma documents, and market feasibility study. The Co-op has invested Board of Directors (1) significant resources in these and other professional services, including high quality legal assistance from a local lawyer with a strong reputation and a history in the cooperative industry. The Board recognizes that key General Manager actions to be performed soon will be the hiring of the general manager (GM) and securing the site. We are carrying out a national search for the GM and expect to Staff & Volunteers have the site secured shortly. While many businesses depend on “location, location, location,” the Friendly City (1) Chosen at the annual Owner-Member meeting Food Co-op will additionally be focusing on “management, management, management.” Our goal is to hire someone who is able to open the store and manage it profitably during the tough initial years of business operations. The Board has reviewed and adopted Carver’s “Policy-Governance Model,” which emphasizes the policysetting and oversight role of the board. Once the GM is hired, it will be his/her responsibility to hire all staff, provide training and staff oversight, and generally run the store under the policy directives of the board. The organizational structure is shown in Figure 1. Management Compensation and Ownership Board Directors receive no compensation. All Board Directors must be owner-members of the co-op. The Board of Directors will determine the compensation structure for the GM, who will then be in charge of all additional managers and employees. As owner-members, Board Directors will be eligible to receive Friendly City Food Co-op, Harrisonburg, Virginia, page 12 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 patronage refunds along with all other owner-members, in profitable years and upon the approval vote of the membership at the annual meeting. All owner member households, regardless of the number of shares purchased, are entitled to one and only one vote per household membership. Other Investors Current incorporation documents and bylaws permit the purchase of two additional investor opportunities beyond the purchase of an owner-member stock share ($200). One is a member loan, which is available only to owner-members, but carries no additional voting rights. The other is preferred stock, which again carries no additional voting rights, and which, to date, has not been offered. Employment and Other Agreements, Stock Options, Bonus Plans Employment and other agreements, stock options and bonus plans for management and employees have not been determined. While not required, management and employees will be welcome to join as ownermembers, but will be limited to one vote as are all other member households (stock options, then, carry no benefit in our cooperative securities structure, since refunds are based on a patronage system -- how much each household buys at the store is the percentage they receive of the refund). Human Resources The Directors of the Board, Key Volunteers, and the co-op’s “Community Champions” include wellrespected community leaders who have supported and nurtured the organization via the role of volunteers, advisors and promoters. Brief biographies are included in Appendix B to highlight the range and depth of talent and experience accessible to FCFC. Due to our goal of locating the co-op in the downtown area, our project has received the enthusiastic endorsement of community leaders interested in keeping Harrisonburg’s downtown desirable and commercially viable. One such person is Eddie Bumbaugh, Director of the Harrisonburg Downtown Renaissance, who has joined the co-op, provided us useful contacts, and promoted the importance of co-op membership to the many people he comes in contact with. Other important community members who have joined the co-op and given us valuable advice and assistance include Allon Lefever, former chair of the MBA program at Eastern Mennonite University, Thomas Jenkins, a longtime downtown business and property owner, Andy Perrine, Vice President for Marketing at James Madison University, Eugene Stoltzfus, long-time local architect, and Charlie and Cathy Strickler, who are founding members of the Climate Change educational initiative in Harrisonburg VA. The Co-op also counts on the presence of several current and former city council members as owner-members. Other Shareholders, Rights and Restrictions All shareholders are owner-member households who have purchased one or more stock securities from the Friendly City Food Cooperative; all are entitled to one and only one vote; other rights and restrictions are listed in the legal documents of the co-op, including the stock agreement form, which is signed by all owner-members and the Food Co-op’s registered securities agents, all 4 of whom are Board Directors. Friendly City Food Co-op, Harrisonburg, Virginia, page 13 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Supporting Professional Advisors and Services As noted above, the Co-op has relied heavily (but not exclusively) upon the consulting services of Cooperative Development Services (CDS) out of Minneapolis MN. Our primary business development consultant is Bill Gessner. Other CDS consultants have included Pete Davis, who did our market feasibility study, Denise Chevalier, who worked with us on the financial pro forma, and PJ Hoffman, who is our floor design consultant. Lynn Suter, our legal advisor from the law firm Lenhart Obenshain, has assisted us with incorporation, bylaws, securities registration, member investment documents, and general legal advice. IX. Critical Risks and Assumptions Risks The fundamental risk to the success of FCFC is insufficient capital to open and stock a store that is viable as a long-term business. Specific issues related to this risk include the following: Thinly Capitalized The co-op is thinly capitalized, which makes it difficult to execute its business plan and to obtain loans. Raising capital through the sale of Member Shares or the Member Loan Program is highly speculative because investment in the co-op is high risk with a low, if any, return. Reliance on Borrowed Funds If the co-op is unable to secure the financing represented by this Member Loan Program or the other financings anticipated by the business plan, it will not be able to execute its business plan, which includes repayment of the Notes. No commitment for borrowed funds has been made to the co-op at this time. Rescission Risk The Notes will be offered and issued pursuant to the “intrastate” offering exemptions from registration provided under the federal Securities Act of 1933. If the Cooperative should fail to comply with the requirements of such exemption, some or all of the Noteholders could have the right to rescind their loans. If a number of Noteholders were successful in seeking rescission, the cooperative would face severe financial demands which could adversely affect the co-op and the non-rescinding Noteholders. In addition to the risks related to financing, there are a number of other more typical risks, including the following: General Risks There are general risks inherent in any business undertaking, particularly those encountered by start-up businesses, many of which are beyond the control of the co-op’s management. These risks include the following: lack of sufficient capital; availability of credit; unanticipated problems, delays and expenses association with implementing the co-op’s business plan; competition; marketing difficulties and uncertain market acceptance of the co-op’s products; uncertain sources of products; regulatory developments; and risks associated with rising food prices in general and a weakening economy. Friendly City Food Co-op, Harrisonburg, Virginia, page 14 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Competitive Conditions The retail food industry is highly competitive and many of the co-op’s potential competitors are owned by large, diversified food companies with resources far greater than that of theFCFC. Reliance on Key Personnel The Co-op relies on the management staff and its Board of Directors, none of whom has any legal commitment regarding their length of service with the co-op. The co-op does not maintain key life insurance on any personnel. Uncertain ability to attract additional qualified personnel There is no guarantee that the co-op will be able to recruit and retain people possessing the skills and experience needed by the co-op. Assumptions The fundamental assumption underlying FCFC is that the community wants the co-op. This assumption is supported by the marketing study, several surveys, member comments, and other anecdotal evidence. There are examples of successful co-op’s organized in similar ways in cities of similar size. X. Overall Schedule The project schedule (Figure 2) has been broken down into three phases, as shown in the graphic below. Key dependencies affecting grand opening in the third quarter of 2010 are site availability and financing. Figure 2:. Project Schedule Friendly City Food Co-op, Harrisonburg, Virginia, page 15 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 XI. The Financial Plan In the section that follows, the Friendly City Food Co-op’s financial planning documents are presented. Table 2-7 detail income and expenditures to date (Table 2), financial pro forma documents (Tables 3-5), the breakeven analysis (Table 6) and the statement of projected sources and uses (Table 7). Financial projections indicate that Friendly City Food Co-op will realize a positive cash flow late in its second year (Table 6). The fluctuations in cash flow in years four through ten reflect the payback of both the bank and member loans. Additional member loans may supplant some of the bank financing which would improve the cash flow even further. The desire is to reach positive cash flow as quickly as possible and for cash flow to remain stable and steadily grow. The numbers shown compare favorably to other successful cooperative grocery startups. It should be noted that FCFC runs on a July 1 to June 30 fiscal year. Table 2. Current Financial Statement, June 2009 through February 2010 NET (Equity - Fees) BUDGET CURRENT 0 $3,508 Mar-10 Feb-10 ($1,196.12) $12,789.26 SOURCES Benefits & Donations Grants Member Equity Old Loans Member Loans TOTAL $10,000 $10,741 $90,000 $13,750 $200,000 $153,536 $1,950 $600,000 $211,500 $391,477 $0 $0 $4,290 $0 $11,000 $15,290.45 USES Leasehold Improvements Equipment Inventory Fees (all Planning and Pre-Start-Up costs) Start-up promotion Start-up staffing Operating/Admin prior to opening Holding Site Costs Interest During project TOTAL $300,000 $0 $420,000 $1,466 $158,400 $0 $147,000 $113,918 $4,000 $0 $80,000 $444 $60,000 $0 $59,800 $0 $22,000 $0 $115,827 $0 $0 $0 $5,043 $444 $0 $0 $0 $5,486.57 $0 $0 $12,145 ($1,000) $18,000 $29,145 Jan-10 Dec-09 Nov-09 Oct-09 Sep-09 Aug-09 Jul-09 Jun-09 $3.58 ($1,908.44) ($2,491.85) ($878.12) $1,288.45 ($464.72) ($3,094.60) ($539.37) $0 $0 $6,125 $30,000 $36,125 $0 $0 $2,325 $0 $6,000 $8,325 $0 $0 $0 $0 $0 $0 ($644) $6,121 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ($644.26) $6,121.42 $0 $0 $0 $4,233 $0 $0 $0 $0 $0 $4,233.44 $0 $0 $400 ($2,000) $4,000 $2,400 $665 $0 $4,625 $0 $78,500 $83,790 $0 $0 $3,630 $0 $30,000 $33,630 $15 $0 $3,555 $0 $15,000 $18,570 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $2,892 $5,503 $2,342 $4,020 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $2,891.85 $5,503.12 $2,341.55 $4,019.72 $35 $0 $1,650 $0 $19,000 $20,685 $0 $0 $1,950 $0 $0 $1,950 $0 $0 $0 $0 $0 $0 $4,745 $2,489 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $4,744.60 $2,489.37 Note: Figures shown for March 2010 represent only a partial month. Friendly City Food Co-op, Harrisonburg, Virginia, page 16 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Table 3. Pro Forma Income Statement INCOME Year 1 4,200 615 RETAIL SQ/FT GROSS SALES SQ/FT Year 2 4,200 800 Year 3 4,200 959 Year 4 4,200 1,055 Year 5 4,200 1,161 Year 6 4,200 1,219 Year 7 4,200 1,280 Year 8 4,200 1,344 Year 9 4,200 1,411 Year 10 4,200 1,482 GROSS SALES 2,583,000 3,357,900 4,029,480 4,432,428 4,875,671 5,119,454 5,375,427 5,644,198 5,926,408 6,222,729 COST OF GOODS SOLD 1,704,780 2,165,846 2,518,425 2,770,268 3,047,294 3,199,659 3,359,642 3,527,624 3,704,005 3,889,205 GROSS MARGIN 878,220 1,192,055 1,511,055 1,662,161 1,828,377 1,919,795 2,015,785 2,116,574 2,222,403 2,333,523 EXPENSES Personnel Costs Payroll & Salary Expense Payroll Taxes & Benefits Total Personnel Costs 505,622 168,541 674,163 606,940 202,313 809,254 695,085 764,594 841,053 883,106 927,261 973,624 1,022,305 1,073,421 231,695 254,865 280,351 294,369 309,087 324,541 340,768 357,807 926,780 1,019,458 1,121,404 1,177,474 1,236,348 1,298,166 1,363,074 1,431,228 Occupancy Expenses Rent Real and Property Taxes, Insurance & CAM Repairs & Maintenance Insurance Utilities Licenses & Permits Building Services Depreciation/Amortization Total Occupancy Expenses 40,469 3,885 10,332 10,332 32,375 1,000 0 218,785 317,178 43,868 4,002 10,642 10,642 33,994 1,030 0 131,880 236,058 47,268 4,122 10,961 10,961 35,693 1,061 0 135,738 245,803 53,743 4,245 11,290 11,290 37,478 1,093 0 142,785 261,924 53,743 4,373 11,629 11,629 39,352 1,126 0 151,595 273,445 55,355 4,504 11,978 11,978 41,320 1,159 0 160,404 286,697 57,015 4,639 12,337 12,337 43,386 1,194 0 170,642 301,550 58,726 4,778 12,707 12,707 45,555 1,230 0 93,902 229,605 60,488 4,921 13,088 13,088 47,833 1,267 0 97,711 238,396 62,302 5,069 13,481 13,481 50,224 1,305 0 100,092 245,955 Occupancy Expenses less Depreciation/Amortization 0 Depreciation/Amortization 0 Operating Expenses Store Supplies 64,575 Credit Card Fees 34,871 Telephone 2,108 Small Equipment purchases 4,133 Trash/Baler 1,550 Bad Debt, Cash Over (Short), Bank Charges 258 Vehicle Expense 0 Miscellaneous 6,458 Total Operating Expenses 113,952 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 41,974 45,332 2,171 5,373 2,015 336 0 8,395 105,594 50,369 54,398 2,236 6,447 2,418 403 0 10,074 126,344 55,405 59,838 2,303 7,092 2,659 443 0 11,081 138,822 60,946 65,822 2,372 7,801 2,925 488 0 12,189 152,543 63,993 69,113 2,443 8,191 3,072 512 0 12,799 160,123 67,193 72,568 2,517 8,601 3,225 538 0 13,439 168,080 70,552 76,197 2,592 9,031 3,387 564 0 14,110 176,434 74,080 80,007 2,670 9,482 3,556 593 0 14,816 185,203 77,784 84,007 2,750 9,956 3,734 622 0 15,557 194,410 Administrative Expenses Office Supplies/Postage Dues & Subscriptions Legal, Accounting, Consulting Fees Travel Expenses Total Administrative Expenses 10,694 5,347 47,823 1,782 65,645 13,902 6,951 23,170 2,317 46,339 16,682 8,341 27,803 2,780 55,607 18,350 9,175 30,584 3,058 61,168 20,185 10,093 33,642 3,364 67,284 21,195 10,597 35,324 3,532 70,648 22,254 11,127 37,090 3,709 74,181 23,367 11,683 38,945 3,894 77,890 24,535 12,268 40,892 4,089 81,784 25,762 12,881 42,937 4,294 85,874 Governance/Member Expense Board of Directors Newsletter Expense Member Services Total Governance/Member Expense 8,136 5,166 904 14,207 10,577 6,716 1,175 18,468 12,693 8,059 1,410 22,162 13,962 8,865 1,551 24,378 15,358 9,751 1,706 26,816 16,126 10,239 1,792 28,157 16,933 10,751 1,881 29,565 17,779 11,288 1,975 31,043 18,668 11,853 2,074 32,595 19,602 12,445 2,178 34,225 Promotion Expense Advertising Merchandising & Promotion Contributions/Donations Total Promotional Expenses 25,830 12,915 12,915 51,660 33,579 12,592 12,592 58,763 50,369 13,096 13,096 76,560 55,405 14,405 14,405 84,216 60,946 15,846 15,846 92,638 63,993 16,638 16,638 97,270 67,193 17,470 17,470 102,133 70,552 18,344 18,344 107,240 74,080 19,261 19,261 112,602 77,784 20,224 20,224 118,232 TOTAL OPERATING EXPENSES 0 INCOME FROM OPERATIONS 0 Interest expense City/Community Loan Member Loans Vendor Credit 1st Position Debt Total Interest Expense PROFIT/(LOSS) BEFORE PATRONAGE & TAXES 1,236,805 1,274,477 1,453,257 1,589,966 1,734,130 1,820,369 1,911,857 1,920,377 2,013,655 2,109,923 -358,585 -82,422 57,798 72,194 94,246 99,426 103,928 196,198 208,748 223,600 6,729 18,000 0 40,467 65,196 6,124 18,540 0 39,085 63,749 5,499 19,096 0 35,955 60,550 4,849 19,669 0 32,630 57,148 4,179 19,055 0 29,100 52,334 3,482 16,378 0 25,354 45,214 2,763 13,620 0 21,375 37,758 2,016 10,776 0 17,152 29,944 1,244 7,848 0 12,668 21,760 445 4,830 0 7,907 13,182 -449,610 -146,171 -2,752 15,046 41,912 54,212 66,170 166,254 186,988 210,418 Friendly City Food Co-op, Harrisonburg, Virginia, page 17 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Table 4. Pro Forma Balance Sheet YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 155,302 0 173,040 0 328,342 134,218 0 178,231 0 312,449 234,180 0 183,578 0 417,758 336,767 0 189,085 0 525,853 349,921 0 194,758 0 544,679 367,264 0 200,601 0 567,865 YEAR 7 YEAR 8 YEAR 9 YEAR 10 BALANCE SHEET ASSETS CURRENT ASSETS Cash Prepaid Items Inventories Accounts Receivable TOTAL CURRENT ASSETS FIXED ASSETS Land Building contingency Building Equipment Leasehold Improvements Accumulated Depreciation Gross FIXED ASSETS OTHER ASSETS Investments BLANK Deposits Organization Development Costs Depreciation/Amortization TOTAL OTHER ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Accounts Payable Accrued Payroll and Payroll Taxes Sales Tax Payables BLANK Income tax Payable BLANK Loan Payable Current Portion TOTAL CURRENT LIABILITIES 389,761 0 206,619 0 596,380 463,224 0 212,817 0 676,042 553,510 0 219,202 0 772,712 661,519 0 225,778 0 887,297 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 573,850 583,850 603,850 643,850 693,850 743,850 803,850 828,850 853,850 878,850 717,100 727,100 742,100 762,100 787,100 812,100 837,100 862,100 887,100 912,100 -129,785 -261,666 -397,403 -540,189 -691,783 -852,188 -1,022,830 -1,116,732 -1,214,443 -1,314,536 1,161,165 1,049,284 948,547 865,761 789,167 703,762 618,120 574,218 526,507 476,414 0 0 0 89,000 -89,000 0 0 0 0 89,000 -89,000 0 0 0 0 89,000 -89,000 0 0 0 0 89,000 -89,000 0 0 0 0 89,000 -89,000 0 0 0 0 89,000 -89,000 0 0 0 0 89,000 -89,000 0 0 0 0 89,000 -89,000 0 0 0 0 89,000 -89,000 0 0 0 0 89,000 -89,000 0 1,489,507 1,361,734 1,366,305 1,391,614 1,333,845 1,271,627 1,214,500 1,250,260 1,299,219 1,363,712 189,744 19,605 4,617 0 0 0 168,327 382,294 208,719 21,565 5,079 0 0 0 175,446 410,809 219,155 22,644 5,333 0 0 0 182,903 430,034 230,112 23,776 5,599 0 0 0 190,716 450,203 241,618 24,965 5,879 0 0 0 198,900 471,362 253,699 26,213 6,173 0 0 0 207,479 493,564 266,384 27,524 6,482 0 49,863 0 192,355 542,608 LONG TERM LIABILITIES City/Community Loan Vendor Credit 1st Position Debt Member Loans TOTAL LONG TERM LIABILITIES 165,388 147,153 128,270 108,715 14,000 0 0 0 674,450 569,784 512,561 451,809 618,000 636,540 655,636 587,284 1,471,838 1,353,477 1,296,467 1,147,808 88,465 0 387,310 496,587 972,361 67,494 0 318,832 403,130 789,456 45,778 0 246,131 306,831 598,739 23,289 0 168,946 207,603 399,837 0 0 87,000 105,356 192,356 0 0 0 0 0 TOTAL LIABILITIES 1,635,867 1,607,015 1,567,088 1,530,102 1,383,170 1,219,490 1,048,943 871,199 685,920 542,608 578,000 0 -198,939 379,061 625,250 0 -11,951 613,299 672,500 0 148,604 821,104 EQUITY Member Equity Allocated Retained Patronage Retained Earnings TOTAL EQUITY TOTAL LIABILITIES & EQUITY 116,766 12,965 2,691 0 0 0 31,608 164,029 148,346 15,563 3,498 0 0 0 86,132 253,538 172,495 17,823 4,197 0 0 0 76,106 270,621 247,250 294,500 341,750 389,000 436,250 483,500 0 0 0 0 0 0 -393,610 -539,781 -542,533 -527,487 -485,575 -431,363 -146,360 -245,281 -200,783 -138,487 -49,325 52,137 530,750 0 -365,193 165,557 1,489,507 1,361,734 1,366,305 1,391,614 1,333,845 1,271,627 1,214,500 1,250,260 1,299,219 1,363,712 Friendly City Food Co-op, Harrisonburg, Virginia, page 18 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Table 5. Pro Forma Cash Flow Analysis Year 1 Year 2 Profit (loss) -449,610 -146,171 Depreciation (Gross Accumulated Depreciation) 218,785 131,880 Interest Expense Add back 65,196 63,749 Subtotal -165,629 49,458 Year 3 -2,752 135,738 60,550 193,536 Year 4 15,046 142,785 57,148 214,979 Year 5 41,912 151,595 52,334 245,841 Year 6 54,212 160,404 45,214 259,830 Year 7 66,170 170,642 37,758 274,570 Year 8 166,254 93,902 29,944 290,100 Year 9 Year 10 186,988 160,555 97,711 100,092 21,760 13,182 306,459 273,829 Changes In Working Capital Prepaid Items Inventories Accounts Receivable Accounts Payable Accrued Payroll and Payroll Taxes Sales Tax Payables BLANK Income tax Payable TOTAL CASH FLOWS FROM OPERATIONS 0 -5,040 0 116,766 12,965 2,691 0 0 127,381 -38,248 0 -5,191 0 31,580 2,598 807 0 0 29,794 79,252 0 -5,347 0 24,149 2,260 700 0 0 21,762 215,298 0 -5,507 0 17,249 1,782 420 0 0 13,944 228,924 0 -5,673 0 18,974 1,960 462 0 0 15,724 261,565 0 -5,843 0 10,436 1,078 254 0 0 5,925 265,756 0 -6,018 0 10,958 1,132 267 0 0 6,339 280,909 0 -6,199 0 11,506 1,189 280 0 0 6,776 296,875 0 -6,385 0 12,081 1,248 294 0 0 7,239 313,698 0 -6,576 0 12,685 1,311 309 0 49,863 57,592 331,421 INVESTMENTS Investments Deposits Organization Development Costs Land Building contingency Building Equipment Leasehold Improvements CASH FLOW FROM INVESTMENTS 0 0 0 0 0 0 -5,000 -7,500 -12,500 0 0 0 0 0 0 -10,000 -10,000 -20,000 0 0 0 0 0 0 -20,000 -15,000 -35,000 0 0 0 0 0 0 -40,000 -20,000 -60,000 0 0 0 0 0 0 -50,000 -25,000 -75,000 0 0 0 0 0 0 -50,000 -25,000 -75,000 0 0 0 0 0 0 -60,000 -25,000 -85,000 0 0 0 0 0 0 -25,000 -25,000 -50,000 0 0 0 0 0 0 -25,000 -25,000 -50,000 0 0 0 0 0 0 -25,000 -25,000 -50,000 CASH FLOWS FROM EQUITY ACTIVITIES: Member Equity Allocated Retained Patronage CASH FLOWS FROM EQUITY ACTIVITIES 47,250 0 47,250 47,250 0 47,250 47,250 0 47,250 47,250 0 47,250 47,250 0 47,250 47,250 0 47,250 47,250 0 47,250 47,250 0 47,250 47,250 0 47,250 47,250 0 47,250 CASH FLOW BEFORE DEBT SERVICE -3,498 106,502 227,548 216,174 233,815 238,006 243,159 294,125 310,948 328,671 DEBT SERVICE (Principal & Interest) City/Community Loan Vendor Credit 1st Position Debt Member Loans TOTAL LONG TERM LIABILITIES -23,733 -23,733 -23,733 -23,733 -23,733 -23,733 -23,733 -23,733 -23,733 -23,733 -14,000 -14,000 -14,000 0 0 0 0 0 0 0 -40,467 -89,853 -89,853 -89,853 -89,853 -89,853 -89,853 -89,853 -89,853 -89,853 0 0 0 0 -107,076 -107,076 -107,076 -107,076 -107,076 -107,076 -78,200 -127,586 -127,586 -113,586 -220,662 -220,662 -220,662 -220,662 -220,662 -220,662 TOTAL CASH FLOW BEGINNING CASH ENDING CASH -81,698 237,000 155,302 -21,084 155,302 134,218 99,962 134,218 234,180 102,588 234,180 336,767 13,153 336,767 349,921 17,344 349,921 367,264 22,497 367,264 389,761 73,463 389,761 463,224 90,286 463,224 553,510 108,009 553,510 661,519 Friendly City Food Co-op, Harrisonburg, Virginia, page 19 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Table 6. Breakeven Analysis Cash Profit (Loss) Profit (Loss) as % of Sales Total Cash Flow DEBT/EQUITY DEBT/EQUITY+MEMBER LOANS CURRENT RATIO DEBT COVERAGE Year 1 Year 2 155,302 134,218 -449,610 -146,171 -17.41% -4.35% -81,698 -21,084 -11.18 -6.55 2.16 2.48 2.00 1.23 -1.71 0.33 Year 3 234,180 -2,752 -0.07% 99,962 -7.80 2.00 1.54 1.42 Year 4 336,767 15,046 0.34% 102,588 -11.05 1.59 1.38 0.95 Year 5 349,921 41,912 0.86% 13,153 -28.04 1.48 1.33 1.08 Year 6 367,264 54,212 1.06% 17,344 23.39 1.32 1.32 1.14 Year 7 389,761 66,170 1.23% 22,497 6.34 1.14 1.32 1.20 Year 8 463,224 166,254 2.95% 73,463 2.30 0.82 1.43 1.27 Year 9 Year 10 553,510 661,519 186,988 160,555 3.16% 2.58% 90,286 108,009 1.12 0.66 0.58 0.47 1.57 1.64 1.34 1.57 Table 7. Projected Sources and Uses SOURCES Benefits & Donations Grants Member Equity 10,000 20,000 200,000 0.56% 1.13% 11.28% Member Loans Owners Contribution 600,000 830,000 33.85% 46.83% City/Community Loan Landlord Contribution 200,000 0 11.28% 0.00% 42,000 2.37% Free Fill External, subordinated 26,000 268,000 1.47% 15.12% 1st Position Debt 674,450 674,450 38.05% 38.05% 1,772,450 100.00% USES Leasehold Improvements Equipment Inventory 388,500 453,250 168,000 21.92% 25.57% 9.48% Fees 160,000 9.03% 4,000 80,000 5,000 22,500 0.23% 4.51% 0.28% 1.27% 23,000 30,000 207,000 1,541,250 231,200 1,772,450 1.30% Vendor Credit 1st Position Debt Total Sources Start-up promotion Start-up staffing Operating/Admin prior to openng Holding/Site Costs Interest during project Post-Opening professional support Working Capital allowance Subtotal Uses Overrun Allocation (15% of project costs) Total Uses 11.68% 86.96% 13.04% 100.00% Friendly City Food Co-op, Harrisonburg, Virginia, page 20 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Appendix A: Subscription Agreement Friendly City Food Co-op, Harrisonburg, Virginia, page 21 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Friendly City Food Co-op, Harrisonburg, Virginia, page 22 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Friendly City Food Co-op, Harrisonburg, Virginia, page 23 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Friendly City Food Co-op, Harrisonburg, Virginia, page 24 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Appendix B: Board of Directors and Key Volunteer Biographies Board of Directors Ilse Ackerman (Board Secretary) currently works as editor-in-chief at Rosetta Stone. She built and managed Rosetta Stone's content development organization and founded and managed Rosetta Stone's Endangered Language Program. She has a Ph.D. in agricultural sciences from Cornell University. She was a working member of Greenstar Cooperative Market in Ithaca, NY. She has lived in the Shenandoah Valley a total of nine years and has been a member and working member of several Rockingham County CSA's. John Paul Ashenfelter (Board Treasurer) is a small technology business owner who has worked with a number of startup companies in central Virginia, including several of his own. He has financial and business experience that strongly support the Food Co-op during its start-up phase. John is a Virginia native who earned a BS in chemistry at JMU before pursuing graduate work in chemistry and later science education at the University of Virginia. His family is a member of the Glen Echo Farm CSA and Harvest Moon Food Co-op in Floyd, Virginia. John has served on non-profit boards, including in the role of Treasurer. Joe Cloud is the General Manager and co‐owner, along with Joel Salatin of Polyface Farms, of True & Essential Meats (aka T&E Meats) in Harrisonburg VA. T&E is one of the few remaining USDA inspected abattoirs and meat processing plants remaining in Virginia which do artisanal work with local farmers. Having lived in Seattle for many years, he regularly shopped at the PCC Markets, perhaps the country’s premier grocery co‐op. He came to appreciate the unique position in the marketplace that co‐ops can hold, such as values‐related purchasing, and a commitment to supporting healthy lifestyles. During his time in Seattle, for many years he led the Friends of Thyme Patch Park, a steering committee which developed a new neighborhood park and community garden from a vacant parcel of land in his neighborhood, an experience which gave him first‐hand knowledge of both the effort and joy of non‐profit board work. He is the proud father of 2 college students, and lives next to his family’s farm in Augusta County VA, where his parents still live. His educational background consists of a Bachelor’s Degree in Biology from Reed College in Portland, Oregon, and a Master’s Degree in Landscape Architecture from Harvard University’s School of Design. Before becoming a local food entrepreneur, he enjoyed a 20‐year consulting career with the international planning and design firm of EDAW, Inc. (which incidentally included a role in the initial master planning team for JMU’s ISAT campus!). It was partially his interest in green design and sustainability issues that led to the decision to change careers and redirect his professional energy to T&E, with the goal of building a local sustainable food business supporting family farms. His knowledge and experience in business as well as the local meat industry is a very useful perspective for the FCFC’s Board. Peggy Duhamel is a relief veterinarian and adjunct teacher at Blue Ridge Community College. She moved to this area in 2005 after owning her own small animal hospital in upstate NY for 18 years. She has experience with bookkeeping, management, personnel issues and bank loan applications. She has served as Treasurer and Secretary of a non-profit animal shelter in NY, preparing budgets and funding requests to private and public agencies. She is an active Rotarian, serving as Board member and Friendly City Food Co-op, Harrisonburg, Virginia, page 25 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 Secretary of her club. She recently completed her part in a $45,000 humanitarian Rotarian project in India. Jonathan Lantz-Trissel is the Recycling Coordinator for Eastern Mennonite University, and has experience as a small business owner (family businesses in carpentry, bakery, and a yarn store). He is a trained mediator and experienced organizer for peace and environmental groups. As a life-long resident of this community, Jonathan has extensive connections and resources. He was previously an active member of Weaver’s Way Co-op in Philadelphia. Noel Levan (Board Vice President) works as an occupational therapist, mediator and sculptor. He has been an organic gardener for 28 years, a public speaker and a leader in his professional associations. Previously, and for many years, he was a working member of the Buffalo Natural Foods Co-op and the Roanoke Natural Foods Co-op, which continues to run a strong business 2 hours south of Harrisonburg and provides donations and advice to our organization. Sam Nickels is a consultant in management, grant writing and fund raising for non-profit organizations, and provides cultural diversity workshops for private and public institutions. He has experience preparing business plans, handling licensing and zoning issues for nonprofits. He managed an export business for three years and has hiring and supervisory experience. He and his family were co-op customers for years in Maryland. He has many useful contacts in Harrisonburg, including JMU, where his wife teaches. Sam has served on a number of boards, and was CEO of Crossing Creeks Residential Farm for persons with mentally illness during the start-up phase, which included the purchase of a 156-acre campus and initial program development. Ben Sandel (Board President) is the Office Manager for a local company that installs and supports business networks and telephone systems. He also has experience as a retail manager, carpenter and sales representative. He has been an active member and consumer at co-ops wherever he has lived: Rochester NY, Albany NY, Burlington VT, and Takoma Park/Silver Spring MD, where he also served on the Board and helped write the policy manual and bylaws. In his capacity as a sales representative he has worked closely with many start-up businesses. Gil Souder is a lifetime resident of Harrisonburg/Rockingham County, currently living near Hinton with his wife, Josie Showalter, who is the manager of the downtown farmer’s market. His interest in the local food chain started in the early 70’s with a Country Ham business, curing Country Hams and marketing them to local country stores and groceries. Having recently sold his farming operation, he continues to stay involved in the local agriculture community. He also has experience with Rockingham County as an employee and Comprehensive Planning Board Member, retail and sales experience, mediation training at the Community Mediation Center (now called the Fairfield Center), and a lifetime of business and personal relationships in Harrisonburg/ Rockingham County and the agricultural community statewide. He is passionate about preserving and enhancing local agricultural, sustainable small farming operations and the environment, and as a lifetime resident of this area he is excited about the opportunity to be involved in the rebirth of Downtown Harrisonburg. Key Volunteers Friendly City Food Co-op, Harrisonburg, Virginia, page 26 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder Friendly City Food Cooperative, Inc. Business Plan March 30, 2010 MaryJo Swartzendruber manages her own cut flower business and works at the public library, both of which have given her many contacts in the community. She has a valuable background as co-manager of an organic farm in Iowa and organizer of a community-supported agriculture (CSA) program. She has been a bilingual ESL and adult literacy teacher and has coordinated these programs and trained other tutors. She was a working member of the New Pioneer Co-op in Iowa and a customer at the Glut Food Co-op in Maryland. Laura Dent is a technical writer at Rosetta Stone (formerly Fairfield Language Technologies). She has experience in financial and business planning, project management and business proposals. She is a practitioner of community processes such as consensus decision-making and non-violent communication. She was a customer at the co-op in Cambridge, MA. Tony Lopez is a linguistics pedagogy editor for Rosetta Stone, a language teaching company, which brought him to Harrisonburg. He has extensive computer and website expertise, has taught in foreign countries, speaks many languages and is comfortable addressing groups and training people. Tony is also a founding member of “Mental Flossing,” a local community theater group. Michael Swartzendruber Friendly City Food Co-op, Harrisonburg, Virginia, page 27 Board Members: Ilse Ackerman, John Ashenfelter, Joe Cloud, Peggy Duhamel, Jonathan Lantz-Trissel, Noel Levan, Sam Nickels, Ben Sandel, Gil Souder