WHITEFORD PARTNERS L P
A.   GENERAL DEVELOPMENT OF BUSINESS       Whiteford Partners, L.P. (the ``Partnership'') was formed on June 30, 1987, as a Delaware limited partnership. The Partnership consists of a General Partner, Gannon Group, Inc., and Limited Partners. The offering period of the Partnership terminated on November 10, 1989, with $13,557,550 of Limited Partner gross subscriptions received in the form of Class A Units. Pursuant to the terms of the Prospectus, offering proceeds in the amount of $140,365 were returned to certain Ohio residents when the Partnership's business acquisition program was not substantially completed by December 1989. The Partnership was organized principally to form, acquire, own and operate businesses engaged in the development, production, processing, marketing, distribution and sale of food and related products (the ``Food Businesses'').       In the first quarter of 1990, the Partnership entered into a limited partnership, Whiteford Foods Venture, L.P. ("Whiteford's") which was formerly named Granada/Whiteford Foods Venture, L.P., with a wholly-owned subsidiary of the former General Partner, G/W Foods, Inc., for the purpose of acquiring the assets, certain liabilities and the operations of Whiteford's Inc., a further processor and distributor of beef products to major fast food restaurants and regional chains, which was located in Versailles, Ohio. The acquisition, which was made with Partnership funds, was closed March 26, 1990, with the Partnership's resultant equity interest in Whiteford's being in excess of 99%. On April 23, 1990, all outstanding and contingent items were resolved and completed, and the acquisition of the assets was funded on April 24, 1990.       On May 4, 1992, the outstanding shares of G/W Foods, Inc. were assigned by the former General Partner to Gannon Group, Inc., a corporation owned by Kevin T. Gannon, a Director and Vice President of G/W Foods, Inc. At that time, Mr. Gannon was also a former Vice President of Granada Corporation and certain of its affiliates. Also on May 4, 1992, Granada Management Corporation assigned its sole general partnership interest in the Partnership to Gannon Group, Inc. The effect of these assignments is for Gannon Group, Inc. to have general partnership authority and responsibility with respect to the Partnership and, through G/W Foods, Inc., of Whiteford's.       Subject to the availability of capital resources and/or financing, the Partnership Agreement permits the acquisition of additional Food Businesses that produce, process or distribute specialty food products including businesses that possess technology or special processes which could increase the productivity or processing capability of the Partnership's current Food Business or which enhance the marketability or resale value of the Partnership's Food Business products. At the present time, no acquisitions are contemplated.       The Partnership sold (the "Sale Transaction") substantially all of its assets on November 11, 2001 to Whiteford Food Products, Inc., a wholly owned subsidiary of JNR Corporation, an unaffiliated company. The purchase price was $7,950,000, including the assumption or payment of certain liabilities. The purchase price was paid $1,500,000 in cash and the issuance of a subordinated note (the "Subordinated Note") due June 30, 2007 in the principal amount of $1,350,000 (as adjusted) with the balance of the purchase price paid by the assumption of certain liabilities net of other assets. The Subordinated Note bears interest at 9.5% and is prepayable under certain conditions. Additionally, the principal balance of the Subordinated Note may be adjusted downward under certain conditions.       The Partnership has received accrued interest on the Subordinated Note through June 30, 2005 at the rate of 9.5% annually. No payments of interest accrued on the Subordinated Note subsequent to June 30, 2005 have been received. On August 3, 2005 the Partnership was advised that Whiteford Foods Products, Inc. noticed its employees of the possibility of the closure of the facility in Versailles, Ohio, due to losses at such facility. Furthermore, U.S. Bank, the lender to Whiteford Food Products, Inc. and Rochester Meat Company, a subordinated guarantor of the Subordinated Note, declared a default on loans to Whiteford Food Products, Inc. which resulted in the suspension of payments to the Partnership under the Subordinated Note. On September 26, 2005, the Partnership was advised that Whiteford Food Products, Inc. filed for protection from creditors under Chapter 11 of the U.S. Bankruptcy Code, due to losses arising from processing activities. Whiteford Food Products, Inc. conducted an auction of equipment during December 2005 and filed a reorganization plan on January 24, 2006. Based on this, the General Partner has assessed the financial impact of such matters on the financial condition of the Partnership and established a reserve in the amount of $800,000 against the $1,350,000 owed to the Partnership and ceased the accrual of interest income on such note after June 30, 2005.       In connection with the transaction with Whiteford Food Products, Inc., the Partnership was obligated to pay up to $500,000 to Greenaway Consultants, Inc. pursuant to a consulting agreement. Greenaway Consultants, Inc. acquired the right to such payment in connection with its provision of management services and financing to the Partnership. The Partnership and Greenaway Consultants, Inc. agreed to: (i) a $50,000 payment made in January 2002, (ii) subordinate $300,000 of such payment to the distribution by the Partnership of $2.00 per limited partner unit (an aggregate of $2,613,780) and (iii) forgive $150,000 of such payment. Greenaway Consultants, Inc. is wholly owned by Albert Greenaway. Neither Mr. Greenaway nor Greenaway Consultants, Inc. owns any interest in the general partner of the Partnership. Based upon the General Partner's estimate of the value of the Subordinated Note Receivable, the General Partner has revised its estimate of amounts due Greenaway Consultants Inc. to $0 and has reversed amounts previously accrued.                                         1  B.   FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS       Prior to the Sale Transaction, the Partnership operated principally in the food processing and distribution business. The Partnership is presently holding and managing the proceeds of sale and related assets.  C.   DESCRIPTION OF BUSINESS       The Partnership was organized to form, acquire, own and operate businesses engaged in the development, production, processing, marketing, distribution and sale of food and related products. Prior to the Sale Transaction, the Partnership operated a further processing and meat production operation at one location--Versailles, Ohio.  Versailles, Ohio Plant Operation       Prior to the Sale Transaction, Whiteford's was a further processor and distributor of meat products to major fast food restaurants and regional chains and food distributors. The Partnership served major metropolitan areas such as Chicago, Cincinnati, Cleveland, Columbus, Detroit, Indianapolis, Louisville and St. Louis. Whiteford's principal products were fresh frozen hamburger patties; precooked and uncooked ground beef, taco meat and roast beef; marinated beef entrees; and other items processed to customers' specifications. Prior to the Sale Transaction, Whiteford's purchased products principally from major domestic packers and regional distributors.       Whitefords had no sales of meat products in 2003, 2004 or 2005.  Marketing and Sales       Whitefords had no sales of meat products in 2003, 2004 or 2005. Prior to the Sale Transaction, Whiteford's customers consisted primarily of fast food retail chains in addition to HRI (Hotel, Restaurant, Institutional) customers and food products distributors. Sales operations were conducted locally by sales representatives from the Versailles location and through unaffiliated food products distributors and food brokers. Prior to the Sale Transaction, all of Whiteford's sales were to customers in the United States and Canada.  Regulatory Matters       Prior to the Sale Transaction in 2001, all of Whiteford's meat production operations were subject to ongoing inspection and regulation by the United States Department of Agriculture ("USDA"). Whiteford's plant and facilities were subject to periodic or continuous inspection, without advance notice, by USDA employees to ensure compliance with USDA standards of sanitation, product composition, packaging and labeling. All producers of meat and other food products must comply with substantially similar standards.       Prior to the Sale Transaction in 2001, Whiteford's was subject to federal, state and local laws and regulations governing environmental protection, compliance with which has required capital and operating expenditures. The General Partner believes Whiteford's was in substantial compliance with such laws and regulations prior to the Sale Transaction. The General Partner is not aware of any violations of, or pending changes in such laws and regulations that are likely to result in material penalties.       Prior to the Sale Transaction in 2001, Whiteford Foods was subject to various other federal, state and local regulations, none of which imposed material restrictions on its operations.  Employees       The Partnership's operations have been managed by its general partner, Gannon Group, Inc. since May 4, 1992, and Granada Management Corporation from inception to May 4, 1992. Directly, the Partnership has no employees. The Partnership has utilized the services of employees of the General Partner as needed for certain administrative services.       The Whiteford's operation at Versailles, Ohio employed 175 personnel at November 11, 2001, the date of the Sale Transaction and no employees as of December 31, 2004 or December 31, 2005. The General Partner believes there will be sufficient personnel available to adequately manage the Partnership's business affairs.                                         2
A.   ADMINISTRATIVE COSTS MAY EXCEED REVENUES       The Partnership's assets consist of cash and cash equivalents aggregating $424,797 and a subordinated note receivable with a carrying value of $550,000. The cash and cash equivalent's balance earns a short term rate of interest of less than 5% while the subordinated note receivable is due from Whiteford Food Products, Inc., an entity which is presently operating under the protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. The Partnership does not receive interest income on the subordinated note receivable at this time. Therefore, the administrative expenses associated with the continued operation of the Partnership are likely to exceed the interest income received by the Partnership.  B.   PROCEEDS FROM THE SUBORDINATED NOTE RECEIVABLE MAY BE REDUCED OR DELAYED       Whiteford Food Products, Inc. is in the process of seeking the approval of a plan of reorganization which would result in the payment of approximately $550,000 to the Partnership for the subordinated note receivable by Whiteford Food Products, Inc. and affiliates during 2006. There can be no assurance that the plan of reorganization will be approved by the creditors of Whiteford Food Products, Inc. or that the amounts estimated as recoverable by the General Partner will be received by the Partnership without further delay.
Properties Utilized by the Partnership       The Partnership's executive offices are those of the legal counsel to the Partnership, located at Sebaly Shillito & Dyer, 1900 Kettering Tower, Dayton, Ohio 45423. As of December 31, 2005 and December 31, 2004, the Partnership owns no operational facilities.
There are no other material pending or threatened legal proceedings involving the Partnership, known to either the Partnership or the General Partner.
No matter was submitted to a vote of the Limited Partners of the Partnership during 2005.                                            3                                       PART II
There is no established public trading market for the Partnership's Limited Partnership Units.       The following table sets forth the amounts and dates of distributions to holders of Limited Partnership Units in 1998 and 1999 and 2002. No distributions were issued during 2000, 2001, 2003, 2004 or 2005.                                                             Amount Per Limited         Date                 Aggregate Amount               Partnership Unit         ----                 ----------------               ----------------    February 25, 1998             $65,344.50                      $0.05    May 29, 1998                   65,344.50                       0.05    August 25, 1998                65,344.50                       0.05    November 27, 1998              65,344.50                       0.05    March 2, 1999                  65,344.50                       0.05    May 31, 1999                   65,344.50                       0.05    June 30, 2002                 980,167.50                       0.75       The following table sets forth the approximate number of holders of record of the equity securities of the Partnership as of December 31, 2005:            Title of Class                           Number of Record Holders           --------------                           ------------------------         Limited Partnership Units                            1,309
The selected financial data set forth below should be read in conjunction with the consolidated financial statements, the notes thereto and other financial information included elsewhere herein, including "Management's Discussion and Analysis of Results of Operations and Financial Condition." The table following reflects the results of operations of acquired businesses for periods subsequent to their respective acquisition dates.                                          4                                                                    Year Ended December 31                                       ==========================================================================                                             2005           2004           2003           2002            2001                                             ----           ----           ----           ----            ----       STATEMENT OF OPERATIONS DATA: Revenues:      Sale of meat products            $          0    $          0   $          0    $          0   $ 31,705,599      Interest and other                     75,601         132,238        130,981         143,878        231,103                                       ------------    ------------   ------------    ------------   ------------           Total revenues                    75,601         132,238        130,981         143,878     31,936,702      Cost of sales                               0               0              0               0     30,659,496                                       ------------    ------------   ------------    ------------   ------------  Gross profit      Meat products                               0               0              0               0      1,046,103      Other                                  75,601         132,238        130,981         143,878        231,103                                       ------------    ------------   ------------    ------------   ------------           Total gross profit                75,601         132,238        130,981         143,878      1,277,206                                       ------------    ------------   ------------    ------------   ------------  Selling and administrative expenses        112,395         132,238        145,009         129,022      1,436,690 Depreciation, amortization      and interest                                0               0              0               0      1,474,437 Write-off of goodwill                            0               0              0               0      2,350,550 Loss on sale of assets                           0               0              0               0      1,972,651 Change in Estimate on      Subordinated Consulting Fee          (183,903)              0              0               0              0      Subordinated Note Receivable          800,000               0              0               0              0                                       ------------    ------------   ------------    ------------   ------------                                            728,492         132,238        145,009         129,022      7,234,328                                       ------------    ------------   ------------    ------------   ------------      Net (loss) income                $   (652,891)   $          0   $    (14,028)   $     14,856   $ (5,957,122)                                       ============    ============   ============    ============   ============  (Loss) income per unit of      Limited Partners' Capital        $       (.50)   $       0.00   $       (.01)   $       0.01   $      (4.51)                                       ============    ============   ============    ============   ============  Weighted average units      outstanding                         1,306,890       1,306,890      1,306,890       1,306,890      1,306,890                                       ============    ============   ============    ============   ============  BALANCE SHEET DATA (DECEMBER 31):      Working capital (net)            $    358,417    $    395,211   $    325,466    $    225,336   $  1,190,648      Total assets                          974,797       1,788,363      1,708,984       1,610,512      2,686,919      Long-term debt, less current           maturities                             0         183,903        114,158               0              0      Total partners' capital          $    908,417    $  1,561,308   $  1,561,308    $  1,575,336   $  2,540,648                                          5
Management's discussion and analysis set forth below should be read in conjunction with the Consolidated Financial Statements and the notes thereto included elsewhere herein.  Application of Critical Accounting Policies (See also Notes to Consolidated Financial Statements.)       The Partnership's discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The Partnership believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.  Revenue Recognition       The Partnership records revenue when earned.  Information Regarding and Factors Affecting Forward-Looking Statements:       The Partnership is including the following cautionary statement in this Report on Form 10K to make applicable and take advantage of the safe harbor provision of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of the Partnership. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risk and uncertainties, which could cause actual results to differ materially from those expressed in the forward-looking statements. The Partnership's expectations, beliefs and projections are expressed in good faith and are believed by the Partnership to have reasonable basis, including without limitation, Management's examination of historical operating trends, data contained in the Partnership's records, and other data available from third parties, but there can be no assurance that Management's expectations, beliefs, or projections would result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, important factors that, in the view of the Partnership, could cause actual results to differ materially from those discussed in the forward-looking statements include demand for Rochester Meats (as the guarantor on the Subordinated Note) products, the ability of Rochester Meats to obtain widespread market acceptance of its products, the ability of Rochester Meats to obtain acceptable forms and amounts of financing, competitive factors, regulatory approvals and developments, economic conditions, the impact of competition and pricing, and other factors affecting the Partnership, Rochester Meats' business that is beyond the Partnership's control. Also, the realization of proceeds by Whiteford Food Products, Inc. from the sale of its assets and the distribution of such proceeds in connection with Whiteford Food Products, Inc. plan of reorganization under the protection of Chapter 11 of the U.S. Bankruptcy Code, may have a material impact on the proceeds received by the Partnership under the Subordinated Note Receivable. The Partnership has no obligation to update or revise these forward-looking statements to reflect the occurrence of future events or circumstances.       The Partnership was organized as a Limited Partnership with a maximum operating life of twenty years ending 2007. The source of its capital has been from the sale of Class A, $10 Limited Partnership units in a public offering that terminated on November 10, 1989.  Results of Operations  Year Ended December 31, 2005, Compared to Year Ended December 31, 2004       The Partnership sold substantially all of its assets on November 11, 2001, and as such, the results for the years ended December 31, 2005 and 2004, do not include the sale of meat products or the costs related thereto.       For the year ended December 31, 2005, the Partnership received interest income on the subordinated note receivable, cash investments and other miscellaneous income aggregating $75,601. Also, during 2005, the Partnership incurred general and administrative expenses associated with the audit and tax return preparation, transfer agent fees, and other general and administrative expenses aggregating $112,395. Additionally, for the year ended December 31, 2005, the Partnership accrued an $800,000 reserve associated with a revision in its estimate for collectability of the Subordinated Note and reversed a $183,903 accrual of subordinated consulting fees payable (See note A to the Consolidated Financial Statements). Operating expenses include general and administrative expenses associated with audit fees, tax return preparation fees, legal fees and transfer agent fees. The Partnership has discontinued, as of July 1, 2005, the accrual of interest income on the Subordinated Note Receivable as collectability is uncertain.       During the year ended December 31, 2004, the Partnership received interest income of $132,238 and incurred general and administrative expenses associated with the audit and tax return property, transfer agent fees, litigation expense and other administrative expense (including the Greenaway Consultant Fee earned of $69,745) aggregating $132,238.  Year Ended December 31, 2004, Compared to Year Ended December 31, 2003       The Partnership sold substantially all of its assets on November 11, 2001, and as such, the results for the years ended December 31, 2004 and 2003, do not include the sale of meat products or the costs related thereto.                                         6       For the year ended December 31, 2004, the Partnership received interest income on the subordinated note receivable, cash investments and other miscellaneous income aggregating $132,238. Also, during 2004, the Partnership incurred general and administrative expenses associated with the audit and tax return preparation, transfer agent fees, and other general and administrative expenses (including the Greenaway Consultant fee accrual of $69,745) aggregating $132,238.       During the year ended December 31, 2003, the Partnership received interest income of $130,981 and incurred general and administrative expenses associated with the audit and tax return property, transfer agent fees, litigation expense and other administrative expense (including the Greenaway Consultant fee accrual of $114,158) aggregating $145,009.  Liquidity and Capital Resources       At December 31, 2005, and December 31, 2004, the Partnership had a working capital position of $358,417 and $395,211, respectively. Working capital decreased due to expenses exceeding interest income.       The Limited Partnership Agreement provides for the General Partner to receive an annual administrative fee. The fee is equal to 2% (adjusted for changes in the Consumer Price Index after 1989) of net business investment (defined as $8.50 multiplied by Partnership units outstanding). However, such amounts payable to the General Partner are limited to 10% of aggregate distributions to all Partners from "Cash Available for Distributions." As defined in the Limited Partnership Agreement, that portion of the management fee in excess of such 10% limitation is suspended, and future payment is contingent. The Administrative Management Fees paid to the General Partner and recorded by the Partnership were $0 in 2005, $0 in 2004, $0 in 2003, $0 in 2002, $0 in 2001, $0 in 2000, $13,069 in 1999, $26,138 in 1998, $13,069 in 1997, $-0- in 1996, $10,455 in 1995, $13,069 in 1994, $2,614 in 1993, and $-0- in 1992. Suspended fees during 2005, 2004, 2003, 2002, 2001, 2000, 1999, 1998, 1997, 1996, 1995, 1994, 1993 and 1992 respectively, are $300,000, $300,000, $300,000, $300,000, $300,000, $300,000, $300,000, $300,000, $287,000, $274,000, $287,000, $300,000, $290,000 and $222,000, respectively. The General Partner has agreed to subordinate payment of such fees to the distribution of $2.00 per unit to Limited Partners and the payment of deferred payments to Greenaway Consultants, Inc.
In the normal operation, the Company has market risk exposure to interest rates on its cash investments of $424,797.       At December 31, 2005, the Company had $1,350,000 in interest bearing investments, against which the Company has reserved $800,000 due to uncertainty of collection, that are subject to market risk exposure to change in interest rates. The Subordinated Note bears interest fixed at 9 1/2% for the life of the note that comes due June 30, 2007. However, since June 30, 2005, the Company has not accrued interest on the note. The remaining amount is subject to normal economic risk associated with fluctuating money markets as well as collection risk.
The financial statements and supplementary data of the Partnership are included in this report after the signature page.
None.
The Company maintains a system of internal accounting controls designed to provide reasonable assurance that transactions are properly recorded and summarized so that reliable financial records and reports can be prepared and assets safeguarded. In addition, a system of disclosure controls is maintained to ensure that information required to be disclosed is recorded, processed, summarized and reported in a timely manner to management responsible for the preparation and reporting of the Company's financial information.       Management assesses the internal control and disclosure control systems as being effective as they encompass material matters for the three months ended December 31, 2005. To the best of management's knowledge, there were no changes in the internal control and disclosure control systems during the quarter ended December 31, 2005, that would materially affect the control systems.
None.                                         7                                      PART III
Management       The Partnership has no officers or directors. The affairs of the Partnership are managed by the Gannon Group, Inc., the General Partner. The directors, executive officers and key employees of the General Partner as of December 31, 2004, are as follows:       Kevin T. Gannon, age 49, sole director, President and sole stockholder of Gannon Group, Inc.       Mr. Gannon is a private investor and a Managing Director of Robert A. Stanger & Co., Inc., a New Jersey based investment banking, investment research and consulting firm. Mr. Gannon is a Certified Public Accountant.       No director or officer of the General Partner was, during the last five (5) years, the subject (directly, or indirectly as a general partner of a Partnership or as an executive officer of a corporation) of a bankruptcy or insolvency petition, of any criminal proceeding (excluding traffic violations and other minor offenses), or restrictive orders, judgments or decrees enjoining him from or otherwise limiting him from acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, engaging in any business activity, or engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws, or was the subject of any existing order of a federal or state authority barring or suspending for more than sixty (60) days the right of such person to be engaged in such activity.
Current Year Remuneration       The Partnership has no officers or directors. Accordingly, no direct remuneration was paid to officers and directors of the Partnership for the year ended December 31, 2005 or 2004. Remuneration to the General Partner is pursuant to Article VI of the LIMITED PARTNERSHIP AGREEMENT (filed as Exhibit A to the Prospectus included in the Partnership's Registration Statement on Form S-1 [File No. 2-98273]) and incorporated herein by reference.       Pursuant to Section 6.4(c) of the Limited Partnership Agreement, the General Partner is entitled to receive a management fee of approximately $300,000 for the calendar year 2005. However, Section 6.4(c)(v) limits all amounts payable to the General Partner pursuant to Section 6.4(c) to an amount which does not exceed 10% of aggregate distributions to Partners from "Cash Available for Distributions". Under the Limited Partnership Agreement, Cash Available for Distributions is comprised of cash funds from operations (after all expenses, debt repayments, capital improvements and replacements, but before depreciation) less amounts set aside for restoration or reserves. That portion of the management fee in excess of such 10% limitation is suspended, and future payment is delayed until such payment may be made without exceeding such limit. On dissolution of the Partnership, Section 15.3(a)(ii) of the Limited Partnership Agreement generally provides for the payment of creditors, and then pro rata payment to record holders for loans or other amounts owed to them by the Partnership, including without limitation any amounts owed to the General Partner pursuant to Section 6.4. Any amounts payable to the General Partner under Section 15.3(a)(ii) will be dependent upon the funds available for distribution on the dissolution of the Partnership.       Section 6.4(e) of the Limited Partnership Agreement also provides the General Partner a subordinated special allocation equal to 15% of any gain on the sale of partnership assets or food businesses. Among other things, this special allocation is subordinated to payments to the limited partners for certain distributions. Any payment pursuant to Section 6.4(e) will be dependent upon the ultimate sale price of the Partnership's assets. The cumulative amount of annual management fees that have been suspended is $3,917,000.  Other Compensation Arrangements       There is no plan provided for or contributed to by the Partnership or the General Partner that provides annuity, pension or retirement benefits for the General Partner or the officers and directors of the General Partner. There is no existing plan provided for or contributed to by the General Partner that provides annuity, pension or benefits for its officers or directors. There are no arrangements for remuneration covering services as a director between the Partnership and any director of the General Partner. No options to purchase any securities of the General Partner were granted or exercised during its fiscal year ended December 31, 2005 or December 31, 2004. No options were held to purchase securities of the Partnership as of December 31, 2005 or December 31, 2004, and as of the date hereof.       After the Partnership acquired the assets of Whiteford's, Inc., Whiteford's entered into a Services Agreement with Greenaway Consultant, Inc. ("GCI") under which GCI managed Whiteford's. GCI is owned by one of Whiteford's, Inc.'s former principal shareholders. This agreement was extended to December 31, 2002, and modified pursuant to the Sale Transaction.                                         8
Principal Security Holders       The General Partner owns the entire general partnership interest, which interest controls the Partnership. The General Partner does not beneficially own, either directly or indirectly, any equity security in the Partnership, other than the general partner interest.  Contractual Arrangements Affecting Control       On May 4, 1992, the outstanding shares of G/W Foods, Inc. were assigned by Granada Management Corporation to Gannon Group, Inc., a corporation owned by Kevin T. Gannon, a Director and Vice President of G/W Foods, Inc. and also a former Vice President of Granada Corporation and certain of its affiliates. Also on May 4, 1992, Granada Management Corporation assigned its sole general partnership interest in the Partnership to Gannon Group, Inc. The effect of these assignments is for Gannon Group, Inc. to have general partnership authority and responsibility with respect to the Partnership and, through G/W Foods, Inc., of Whiteford's.
None.                                            9                                       PART IV
Ernst & Young LLP served as the independent registered public accounting firm for the Partnership for the year ending December 31, 2005. The following sets forth the fees for the Partnership for the year ended December 31, 2005 and 2004 provided by the Partnership accounting firm, Ernst & Young LLP.                                          2005      2004                                         ----      ----                       Audit Fees      $20,000   $25,000                       Tax Fees          6,000     6,000                                       -------   -------                       Total           $26,000   $31,000                                       =======   =======                        All fees were pre-approved.       There were no Form 8-K's filed during the quarter.
All schedules to the consolidated financial statements are omitted, because the required information is inapplicable or has been presented in the financial statements or related notes thereto. The exhibits are included in this report after the signature page.                                            10                                     SIGNATURES       Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.                                                     Whiteford Partners L.P.                                                  -----------------------                                                      (Registrant)                                                  By Gannon Group, Inc.                                                  Its General Partner   Date: March 22, 2006                             /s/ Kevin T. Gannon - --------------------                             -------------------                                                  Chief Executive Officer                                                  And President        Pursuant to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:     Signatures                           Title                         Date   ----------                           -----                         ----                             Chief Executive officer, President,     March 22, 2006 /s/Kevin T. Gannon        Chairman of the Board and Sole - ------------------        Director (Principal Executive Officer), Gannon Kevin T.           Chief Financial Officer, and Chief                           Accounting Officer                                           11                              ANNUAL REPORT ON FORM 10-K                                  ITEM 8, ITEM 15                     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                  CERTAIN EXHIBITS                            YEAR ENDED DECEMBER 31, 2005                              WHITEFORD PARTNERS, L.P.                                              12  FORM 10-K - Item 8 and 15(a)             The following financial statements of the Partnership are included as            part of this report at Item 8:  (a)  1. Financial Statements              Consolidated Balance Sheets - December 31, 2005 and 2004.             Consolidated Statements of Operations - for the years ended December            31, 2005, 2004, and 2003.             Consolidated Statements of Changes in Partners' Capital - for the            years ended December 31, 2005, 2004, and 2003.             Consolidated Statements of Cash Flows - for the years ended December            31, 2005, 2004, and 2003.             Notes to Consolidated Financial Statements             Report of Independent Auditors   (a)  2. See Index to Exhibits immediately following the financial statement      schedules.                                           13                              Whiteford Partners, L.P.                            CONSOLIDATED BALANCE SHEETS                                                                    Year Ended December 31                                                                 ----------------------  ASSETS                                                            2005            2004                                                              ------------    ------------    CURRENT ASSETS:    Cash and cash equivalents                                 $    424,797    $    427,675    Interest receivable                                                 --          10,688                                                              ------------    ------------               TOTAL CURRENT ASSETS                                 424,797         438,363  SUBORDINATED NOTE RECEIVABLE                                      550,000       1,350,000                                                              ------------    ------------               TOTAL ASSETS                                    $    974,797    $  1,788,363                                                              ============    ============  LIABILITIES AND PARTNERS' CAPITAL  CURRENT LIABILITIES:    Accrued expenses and other liabilities                    $     66,380    $     43,152                                                              ------------    ------------               TOTAL CURRENT LIABILITIES                             66,380          43,152    Subordinated consulting fee payable                                  0         183,903  PARTNERS' CAPITAL:    General Partner:       Capital contributions                                       132,931         132,931       Capital transfers to Limited Partners                      (117,800)       (117,800)       Interest in net (loss)                                      (55,796)        (49,266)       Distributions                                               (38,171)        (38,171)                                                              ------------    ------------                                                                   (78,836)        (72,306)                                                              ------------    ------------ Class A Limited Partners:    Capital contributions, net of organization and        offering costs of $2,010,082                            11,172,274      11,172,274    Capital transfers from the General Partner                     116,554         116,554    Interest in net (loss)                                      (5,534,809)     (4,888,448)    Distributions                                               (4,766,766)     (4,766,766)                                                              ------------    ------------                                                                   987,253       1,633,614                                                              ------------    ------------               TOTAL PARTNERS' CAPITAL                             908,417       1,561,308                                                              ------------    ------------                     TOTAL LIABILITIES AND PARTNERS' CAPITAL   $    974,797    $  1,788,363                                                              ============    ============                    See notes to consolidated financial statements.                                         F-1                        CONSOLIDATED STATEMENTS OF OPERATIONS                                                                      Year Ended December 31                                                         -----------------------------------------                                                               2005          2004           2003                                                         -----------    -----------    -----------     REVENUE      Interest and other                                 $    75,601    $   132,238    $   130,981                                                         -----------    -----------    -----------                                                              75,601        132,238        130,981  COST AND EXPENSES      Selling and administrative                             112,395        132,238        145,009       Change in Estimate on        Subordinated Consulting Fee                         (183,903)             0              0        Subordinated Note Receivable                         800,000              0              0                                                         -----------    -----------    -----------                                                             728,492        132,238        145,009                                                         -----------    -----------    -----------               NET (LOSS) INCOME                         ($  652,891)   $         0    $   (14,028)                                                         ===========    ===========    ===========   Summary of net (loss) income allocated to:      General Partner                                    ($    6,530)   $         0    $      (140)      Class A Limited Partners                              (646,361)             0        (13,888)                                                         -----------    -----------    -----------                                                         ($  652,891)   $         0    $   (14,028)                                                         ===========    ===========    ===========   Net (loss) income per unit of Limited Partner Capital   $      (.50)   $      0.00    $     (0.01)                                                         ===========    ===========    =========== Weighted average units issued and outstanding             1,306,890      1,306,890      1,306,890                                                         ===========    ===========    ===========                    See notes to consolidated financial statements.                                        F-2                                                                          Whiteford Partners, L.P.                                                          Consolidated Statements of Changes in Partners' Capital                                               General Partner                                    Class A Limited Partners                           -----------------------------------------------------   --------------------------------------------------                                                                                                    Capital                                                           Interest                               Transfers   Interest                                             Capital         in                                     from         in                              Capital     Transfers to       Net                      Capital      General       Net                           Contributions  Limited Partners  (Loss)  Distributions  Contributions   Partner     (Loss)   Distributions                           -------------  ----------------  ------  -------------  -------------   -------     ------   -------------           Balance December 31, 2003     $132,931      ($117,800)   ($49,266)    ($38,171)    $11,172,274   $116,554  ($4,888,448)   $4,766,766 Net Income                                                      0                                                    0                            --------------------------------------------------------------------------------------------------------- Balance December 31, 2004      132,931       (117,800)    (49,266)     (38,171)     11,172,274    116,554   (4,888,448)  (4,766,766) Net Income                                                 (6,530)                                            (646,361)                            --------------------------------------------------------------------------------------------------------- Balance December 31, 2005     $132,931      ($117,800)   ($55,796)    ($38,171)    $11,172,274   $116,554  ($5,534,809) ($4,766,766)                            =========================================================================================================                      See notes to consolidated financial statements.                                        F-3                          CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                                 Year Ended December 31,                                                                 -----------------------------------------------------                                                                         2005             2004               2003                                                                 -----------------------------------------------------     OPERATING ACTIVITIES:    Net (loss) income                                                 $(652,891)      $        0           $ (14,028)        Changes in operating assets and liabilities:          Interest receivable                                            10,688                0                   0          Accrued expenses and subordinated              consulting fee payable                                   (160,675)          79,379             112,500          Change in Estimate on Subordinated Note Receivable            800,000                0                   0                                                                 ----------------    -------------     ---------------  NET CASH (USED) PROVIDED BY OPERATING                                   (2,878)          79,379              98,472   ACTIVITIES   (DECREASE) INCREASE IN CASH AND CASH     EQUIVALENTS                                                         (2,878)          79,379              98,472 CASH AND CASH EQUIVALENTS AT     BEGINNING OF PERIOD                                                427,675          348,296             249,824                                                                ------------------   ------------     ---------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $ 424,797       $  427,675           $ 348,296                                                                ===================  ============     ================                      See notes to consolidated financial statements.                                        F-4  WHITEFORD PARTNERS, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005 - -------------------------------------------------------------------------------- NOTE A - ORGANIZATION, BUSINESS AND ACQUISITIONS       Whiteford Partners, L.P., (the "Partnership"), formerly Granada Foods, L.P., was formed on June 30, 1987, as a Delaware limited partnership. Prior to May 4, 1992, the Partnership consisted of a General Partner, Granada Management Corporation, ("Granada"), and the Limited Partners. On May 4, 1992, Granada assigned its sole general partner interest in the Partnership to Gannon Group, Inc. and the Partnership was renamed Whiteford Partners, L.P.       The operational objectives of the Partnership are to own and operate businesses engaged in the development, production, processing, marketing, distribution and sale of food and related products ("Food Businesses") for the purpose of providing quarterly cash distributions to the partners while providing capital appreciation through the potential appreciation of the Partnership's Food Businesses. The Partnership expects to operate for twenty years from inception, or for such shorter period as the General Partner may determine is in the best interest of the Partnership, or for such shorter period as determined by the majority of the Limited Partners.       The Partnership Agreement provides that a maximum of 7,500,000 Class A, $10 partnership units can be issued to Limited Partners. Generally, Class A units have a preference as to cumulative quarterly cash distributions of $.25 per unit. The sharing of income and loss from the Partnership operations is 99% to the Class A and 1% to the General Partner. Amounts and frequency of distributions are determinable by the General Partner.       On March 26, 1990, the Partnership, through Whiteford Foods Venture, ("Whiteford's L.P.") (formerly Granada/Whiteford Foods Venture, L.P.), a joint venture with an affiliate of the then General Partner, acquired the business assets of Whiteford's Inc., a meat processing and distribution company. The Partnership and Whiteford's have operated in the food business segment only. The cash purchase price of the assets was $8,275,000 with liabilities of $3,776,806 assumed. The excess of the purchase price over the estimated fair value of the net tangible assets acquired of approximately $3,825,000 was recorded as goodwill. The acquisition was accounted for using the purchase method of accounting and, accordingly, the financial statements include the operations of Whiteford's from the date of acquisition.       At December 31, 2005, and at December 31, 2004, the Partnership had 1,306,890 Class A limited partnership units issued and outstanding.       The Partnership sold (the "Sale Transaction") substantially all of its assets on November 11, 2001 to Whiteford Food Products, Inc., a wholly owned subsidiary of JNR Corporation, an unaffiliated company. The purchase price was $7,950,000, including the assumption or payment of certain liabilities. The purchase price was paid $1,500,000 in cash and the issuance of a subordinated note (the "Subordinated Note") due June 30, 2007 in the principal amount of $1,350,000 (as adjusted) with the balance of the purchase price paid by the assumption of certain liabilities net of other assets. The Subordinated Note bears interest at 9.5% and is prepayable under certain conditions. Additionally, the principal balance of the Subordinated Note may be adjusted downward under certain conditions.       The Partnership has received accrued interest on the Subordinated Note through June 30, 2005 at the rate of 9.5% annually. No payments of interest accrued on the Subordinated Note subsequent to June 30, 2005 have been received. On August 3, 2005, the Partnership was advised that Whiteford Foods Products, Inc. noticed its employees of the possibility of the closure of the facility in Versailles, Ohio, due to losses at such facility. Furthermore, U.S. Bank, the lender to Whiteford Food Products, Inc. and Rochester Meat Company, a subordinated guarantor of the Subordinated Note, declared a default on loans to Whiteford Food Products, Inc. which resulted in the suspension of payments to the Partnership under the Subordinated Note. On September 26, 2005, the Partnership was advised that Whiteford Food Products, Inc. filed for protection from creditors under Chapter 11 of the U.S. Bankruptcy Code, due to losses arising from processing activities. Whiteford Food Products, Inc. conducted an auction of equipment during December 2005 and filed a reorganization plan on January 24, 2006. Based upon the above, the General Partner has assessed the financial impact of such matters on the financial condition of the Partnership and established a reserve in the amount of $800,000 against the $1,350,000 owed to the Partnership and ceased the accrual of interest income on such note as of June 30, 2005.       In connection with the transaction with Whiteford Food Products, Inc., the Partnership was obligated to pay up to $500,000 to Greenaway Consultants, Inc. pursuant to a consulting agreement. Greenaway Consultants, Inc. acquired the right to such payment in connection with its provision of management services and financing to the Partnership. The Partnership and Greenaway Consultants, Inc. agreed to: (i) a $50,000 payment made in January 2002, (ii) subordinate $300,000 of such payment to the distribution by the Partnership of $2.00 per limited partner unit (an aggregate of $2,613,780) and (iii) forgive $150,000 of such payment. Greenaway Consultants, Inc. is wholly owned by Albert Greenaway. Neither Mr. Greenaway nor Greenaway Consultants, Inc. owns any interest in the general partner of the Partnership. Based upon the General Partner's estimate of the value of the Subordinated Note Receivable, the General Partner has revised its estimate of amounts due Greenaway Consultants Inc. to $0 and has reversed amounts previously accrued.  NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES       Principles of consolidation. The consolidated financial statements include the Partnership and Whiteford's, from the date of acquisition (March 26, 1990). Significant intercompany account balances and transactions have been eliminated in consolidation.       Property and Equipment. The Partnership owned no property or equipment during 2005 or 2004.       Revenue Recognition. Revenue is generally recognized as interest is accrued.                                        F-5       Expense Estimate. For the year ended December 31, 2005, the Partnership accrued an $800,000 reserve associated with a revision of its estimate of the collectability of a Subordinated Note Receivable. Additionally, the Partnership reversed a $183,903 accrual of subordinated consulting fees payable because such consulting fee was subordinated to a payment of distributions to limited partner's threshold which, in the General Partner's estimate, will not be met.       Distributions. The Partnership records distributions of income and/or return of capital to the General Partner and Limited Partners when paid. Special transfers of equity, as determined by the General Partner, from the General Partner to the Limited Partners are recorded in the period of determination. Distributions of $0, $0 and $0 to Limited Partners were recorded in 2005, 2004 and 2003, respectively.       Income Taxes. The Partnership files an information tax return. The items of income and expense are allocated to the partners pursuant to the terms of the Partnership Agreement. Income taxes applicable to the Partnership's results of operations are the responsibility of the individual partners and have not been provided for in the accounts of the Partnership.       Cash, Cash Equivalents and Cash Flows. Cash and cash equivalent amounts approximate fair value. For the purpose of the statement of cash flows, the Partnership considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Total interest paid was $0, $0, and $0, for 2005, 2004 and 2003, respectively.       Net (Loss) Income Per Unit of Limited Partners Capital. The net (loss) income per unit of limited partners capital is calculated by dividing the net (loss) income allocated to limited partners by the weighted average units outstanding.       Concentrations. Financial instruments which potentially expose the Partnership of credit risk, as defined by Statement of Financial Accounting Standards No. 105, Disclosure of Information about Financial Instruments with Off-Balance Sheet Risk and Financial with Concentrations of Credit Risk, consist primarily of a subordinated note receivable from the buyer of the Partnership's assets. The Partnership's subordinated note receivable is concentrated in the food processing business.       Use of Estimates. The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those results.       Fair Value. The fair value of the subordinated note receivable as determined by similar instruments in the marketplace is estimated at $550,000, after considering the estimated realizable value.  NOTE C - RELATED PARTY TRANSACTIONS       The Limited Partnership Agreement provides for the General Partner to receive an annual administrative fee. The fee is equal to 2% (adjusted for changes in the consumer price index after 1989) of net business investment (defined as $8.50 multiplied by Partnership units outstanding). However, such amounts payable to the General Partner are limited to 10% of aggregate distributions to all Partners from "Cash Available for Distributions". As defined in the Limited Partnership Agreement, that portion of the management fee in excess of such 10% limitation is suspended, and future payment is contingent.       The Administrative Management Fees paid to the General Partner and recorded by the Partnership were $0 in 2005, $0 in 2004 and $0 in 2003. Suspended fees as of December 31, 2005, for which no accrual had been recorded, total $3,917,000 ($3,617,000 as of December 31, 2004). This only becomes an obligation of the Partnership upon a change of control or sale of substantially all of the assets of the Partnership. The Partnership also has a service agreement with Greenaway Consultant, Inc. ("GCI"), which provides for the former principal owner of Whiteford's to provide consulting services to the Partnership. The agreement was extended for five years expiring December 31, 2001, and provides minimum consulting fees of approximately $250,000 per annum. During 2000, 1999 and 1998 the minimum was paid. GCI was due a payment of $500,000 upon a sale of substantially all of the assets of the Partnership. However, GCI and the Partnership modified such agreement at the time of the Sale Transaction to provide for a payment of $50,000 in January 2002 and the payment of up to $300,000, subordinated to total distributions of $2 per unit to limited partner investors. The remaining balance due under such agreement ($150,000) was forgiven. The Partnership estimates that no amounts will be payable to GCI.  NOTE D - LONG TERM DEBT       The Partnership had no long-term debt outstanding as of December 31, 2005 or 2004.      No interest was paid in 2005, 2004 or 2003.                                        F-6  NOTE E - LEASES       Lease Commitments.  The Partnership has no lease commitments.  NOTE F - MAJOR CUSTOMERS       Prior to the Sale Transaction, Whiteford's facility, located in Versailles, Ohio, operated as a further processor and distributor of beef products to fast food restaurants and regional chains and food distribution in the Midwest of the United States. Whiteford's principal products were fresh frozen hamburger patties; precooked and uncooked ground beef taco meat and roast beef, marinated beef entrees; and other items processed to the customers' specifications. No sales of meat products were made by the partnership in 2005, 2004 or 2003.   NOTE I - QUARTERLY DATA (UNAUDITED)                                                                   2005 Quarters                          ---------------------------------------------------------------------------------------- ------------------                                 First                 Second                 Third                 Fourth                  Total                          --------------------- ---------------------- --------------------- --------------------- ------------------       Sales                             $0                      $0                    $0                   $0                        $0 Gross profit                       0                       0                     0                    0                         0 Net income (loss)                  0                (138,924)              (19,979)            (443,988)                 (652,891) Income (loss) per    unit of Limited    Partners' Capital              $0                  $(0.11)                $(.02)               $(.38)                   $(0.50) Weighted average    units outstanding       1,306,890               1,306,890             1,306,890            1,306,890                 1,306,890                                                                   2004 Quarters                          --------------------- ---------------------- --------------------- --------------------- ------------------                                 First                 Second                 Third                 Fourth                  Total                          --------------------- ---------------------- --------------------- --------------------- ------------------       Sales                             $0                      $0                    $0                   $0                        $0 Gross profit                       0                       0                     0                    0                         0 Net income (loss)                  0                       0                     0                    0                         0 Income (loss) per    unit of Limited    Partners' Capital           $0.00                   $0.00                 $0.00                $0.00                     $0.00 Weighted average units    outstanding             1,306,890               1,306,890             1,306,890            1,306,890                 1,306,890                                            F-7                Report of Independent Registered Public Accounting Firm  Limited and General Partners Whiteford Partners, L.P.  We have audited the accompanying consolidated balance sheets of Whiteford Partners, L.P. (a Delaware limited partnership) and subsidiary as of December 31, 2005 and 2004 and the related consolidated statements of operations, changes in partners' capital, and cash flows for each of the three years in the period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. We were not engaged to perform an audit of the Company's internal control over financial reporting. An audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Whiteford Partners, L.P. and subsidiary at December 31, 2005 and 2004 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States.   /s/ ERNST & YOUNG LLP Dayton, Ohio March 20, 2006                                         F-8                             INDEX TO ATTACHED EXHIBITS  Exhibit - -------         ------------------------------------------------------------------------  3. & 4. Limited Partnership Agreement of the Partnership incorporated by         reference to Exhibit ``A'' to Prospectus (pages A 1 - A 40) included in         the Partnership's Registration Statement on Form S-1 (File No.         33-15962).  10.1    Consulting Agreement between the Partnership and Granada Acquisitions,         Inc. incorporated by reference to Exhibit 10.2 to the Partnership's         Registration Statement on Form S-1 (File No. 33-15962).  10.2    Asset Purchase Agreement between Granada/Whiteford Foods Venture, L.P.,         Whiteford's Inc. and Albert D. Greenaway, incorporated by reference to         Exhibit 2 to the Partnership's Form 8-K filing dated May 10, 1990, as         amended (File No. 33-15962).  10.3    Services Agreement between Granada/Whiteford Foods Venture, L.P.,         Granada Cincinnati Multifoods, Inc. and Greenaway Consultants, Inc. to         engage Greenaway Consultants, Inc. to perform management services for         the operations of Granada/Whiteford Foods Venture, L.P. and CMF, a joint         venture, incorporated by reference to Exhibit 10.3 to the Partnership's         Annual Report on Form 10K for the year ended December 31, 1990.  10.4    Agreement of Limited Partnership dated March 27, 1990, between the         Registrant as limited partner, and G/W Foods, Inc. as General Partner,         to acquire the assets, certain liabilities, and meat purveying         operations of Whiteford's Inc., incorporated by reference to Exhibit         10.4 to the Partnership's Annual Report on Form 10K for the year ended         December 31, 1990.  10.5    Joint Venture Agreement dated July 1, 1990, between Granada/Whiteford         Foods Venture, L.P., North American Agrisystems, Inc. and Cincinnati         Multifoods, Inc. for the formation of a joint venture for         Granada/Whiteford Foods Venture, L.P. to operate meat production         facilities of North American Agrisystems, Inc., incorporated by         reference to Exhibit 10.5 to the Partnership's Annual Report on Form 10K         for the year ended December 31, 1990.  10.6    Promissory Note payable by Granada/Whiteford Foods Venture to Fifth         Third Bank of Miami Valley, N.A. in the face amount of $3,000,000, dated         July 19, 1991, together with Hypothecation Agreement, incorporated by         reference to Exhibit 10.6 to the Partnership's Annual Report on Form 10K         for the year ended December 31, 1990.  10.7    Promissory Note payable by Granada/Whiteford Foods Venture to Fifth         Third Bank of Miami Valley, N.A. in the face amount of $280,000 dated         June 21, 1991, together with Hypothecation Agreement, incorporated by         reference to Exhibit 10.7 to the Partnership's Annual Report on form 10K         for the year ended December 31, 1990.  10.8    Agreement dated November 6, 1991, between G/W Foods, Inc. and Fifth         Third Bank of Miami Valley, N.A. amending terms of Promissory Note dated         July 19, 1991, incorporated by reference to Exhibit 10.8 to the         Partnership's Annual Report on Form 10K for the year ended December 31,         1990.  10.9    Memorandum of Agreement -- Dissolution of CMF (a Texas joint venture)         effective October 1, 1991, stipulating terms and conditions of         dissolution and wind-up of operations of CMF, incorporated by reference         to Exhibit 10.9 to the Partnership's Annual Report on Form 10K for the         year ended December 31, 1990.  10.10   Amendment to Certificate of Limited Partnership of Granada/Whiteford         Foods Venture, L.P., State of Ohio Certificate of Amendment of Foreign         Limited Partnership and Trade Name Registration, all dated April 30,         1992, and amending Name of Granada/Whiteford Foods Venture, L.P. to         Whiteford Foods Venture, L.P., incorporated by reference to Exhibit         10.10 to the Partnership's Annual Report on Form 10K for the year ended         December 31, 1990.                                        F-9                         INDEX TO ATTACHED EXHIBITS (CONT.)  10.11   Loan Agreement dated May 5, 1992, between Greenaway Consultant, Inc. and         Whiteford FoodsVenture, L.P., providing for $750,000 revolving credit         facility, incorporated by reference to Exhibit 10.11 to the         Partnership's Annual Report on Form 10K for the year ended December 31,         1990.  10.12   Stock Purchase Agreement and Assignment of Partnership Interest dated         May 4, 1992, by and between Granada Management Corporation and Gannon         Group, Inc., incorporated by reference to Exhibit 10.12 to the         Partnership's Annual Report on Form 10K for the year ended December 31,         1990.  10.13   Loan Agreement dated December 23, 1992 between Whiteford Foods Venture,         L.P. and The Fifth Third Bank of Western Ohio, N.A. for a credit         facility of $2,300,000, incorporated by reference to Exhibit 10.13 to         the Partnership's Annual Report on Form 10K for the year ended December         31, 1992.  10.14   Letter of Agreement dated February 23, 1993 by and between Greenaway         Consultants, Inc. and Whiteford Foods Venture, L.P., proceeding for (i)         the termination of the revolving credit facility, (ii) the issuance of a         term promissory note in the amount of $750,000, (iii) the termination of         the Services Agreement between Whiteford Partners, L.P. and Greenaway         Consultants, Inc., and (iv) an agreement regarding a new Services         Agreement, incorporated by reference to Exhibit 10.14 to the         Partnership's Annual Report on Form 10K for the year ended December 31,         1993.  10.15   Loan Agreement dated August 27, 1993 between Whiteford Foods Venture,         L.P. and PNC Bank, Ohio, N.A., incorporated by reference to Exhibit         10.15 to the Partnership's Annual Report on Form 10K for the year ended         December 31, 1993.  10.16   Services Agreement dated October 1, 1993 between Whiteford Foods         Venture, L.P., Greenaway Consultant, Inc. and Albert D. Greenaway to         engage Greenaway Consultant, Inc., to perform management services for         the operation of Whiteford Foods Venture, L.P., incorporated by         reference to Exhibit 10.16 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1993.  10.17   Loan Agreement dated October 1, 1993 between Whiteford Foods Venture,         L.P. and Greenaway Consultant, Inc. authorizing November 8, 1993         promissory note and certain security therefor, incorporated by reference         to Exhibit 10.17 to the Partnership's Annual Report on Form 10K for the         year ended December 31, 1993.  10.18   Promissory note dated November 8, 1993 between Greenaway Consultant,         Inc. and Whiteford Foods Venture, L.P., incorporated by reference to         Exhibit 10.18 to the Partnership's Annual Report on Form 10K for the         year ended December 31, 1993.  10.19   Credit agreement dated June 13, 1994 between Whiteford Foods Venture,         L.P. and PNC Bank, Ohio, National Association and Fifth Third Bank of         Western Ohio, incorporated by reference to Exhibit 10.19 to the         Partnership's Annual Report on Form 10K for the year ended December 31,         1994.  10.20   Construction loan agreement dated June 13, 1994 between Whiteford Foods         Venture, L.P. and PNC Bank, Ohio, National Association, incorporated by         reference to Exhibit 10.20 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1994.  10.21   Lease agreement dated December 15, 1994 between Whiteford Foods Venture,         L.P. and Star Bank, National Association, incorporated by reference to         Exhibit 10.21 to the Partnership's Annual Report on Form 10K for the         year ended December 31, 1994.  10.22   Term note B dated April 14, 1995, between Whiteford Foods Venture, L.P.         and PNC Bank, Ohio, National Association, incorporated by reference to         Exhibit 10.22 to the Partnership's Annual Report on Form 10K for the         year ended December 31, 1995.                                        F-10                         INDEX TO ATTACHED EXHIBITS (CONT.)   10.23   Note payable dated September 18, 1995, between Whiteford Foods Venture,         L.P. and PNC Bank, Ohio, National Association, incorporated by reference         to Exhibit 10.23 to the Partnership's Annual Report on Form 10K for the         year ended December 31, 1995.  10.24   Second amendment to Revolving Note dated July 11, 1995, incorporated by         reference to Exhibit 10.24 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1995.  10.25   Second amendment to Credit agreement dated July 11, 1995, incorporated         by reference to Exhibit 10.25 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1995.  10.26   Third amendment to Credit agreement dated July 11, 1995, incorporated by         reference to Exhibit 10.26 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1995.  10.27   Guarantee Compensation agreement dated September 18, 1995 between         Whiteford Foods Venture, L.P. and Albert D. Greenaway, incorporated by         reference to Exhibit 10.27 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1995.  10.28   Mortgage granted to Albert D. Greenaway by Whiteford Foods Venture,         L.P., incorporated by reference to Exhibit 10.28 to the Partnership's         Annual Report on Form 10K for the year ended December 31, 1995  10.29   Mortgage granted to Albert D. Greenaway by Whiteford Foods Venture,         L.P., incorporated by reference to Exhibit 10.29 to the Partnership's         Annual Report on Form 10K for the year ended December 31, 1995.  10.30   Security agreement dated September 18, 1995 between Whiteford Foods         Venture, L.P. and Albert D. Greenaway, incorporated by reference to         Exhibit 10.30 to the Partnership's Annual Report on Form 10K for the         year ended December 31, 1995.  10.31   Fifth Amendment to Credit Agreement dated May 9, 1996, incorporated by         reference to Exhibit 10.31 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1996.  10.32   Lease agreement dated October 8, 1996 between Whiteford Foods Venture,         L.P. and Fifth Third Leasing, incorporated by reference to Exhibit 10.32         to the Partnership's Annual Report on Form 10K for the year ended         December 31, 1996.  10.33   Lease agreement dated November 1, 1996 between Whiteford Foods Venture,         L.P. and PNC Leasing Corporation, incorporated by reference to Exhibit         10.33 to the Partnership's Annual Report on Form 10K for the year ended         December 31, 1996.  10.34   Second Amendment to Term Note dated March 31, 1997.  10.35   Sixth Amendment to Credit Agreement dated June 30, 1997.  10.36   Lease agreement dated December 22, 1997 between Whiteford Foods Venture,         L.P. and PNC Leasing.  10.37   Seventh Amendment to Credit Agreement dated March 26, 1998, incorporated         by reference to Exhibit 10.37 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1998.  10.38   Eighth Amendment to Credit Agreement dated July 1, 1998, incorporated by         reference to Exhibit 10.38 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1998.  10.39   Third Amendment to Revolving Note dated July 1, 1998, incorporated by         reference to Exhibit 10.39 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1998.                                        F-11                         INDEX TO ATTACHED EXHIBITS (CONT.)   10.40   Fourth Amendment to Revolving Note dated May 3, 1999, incorporated by         reference to Exhibit 10.40 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1999.  10.41   Ninth Amendment to Credit Agreement dated May 3, 1999, incorporated by         reference to Exhibit 10.41 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1999.  10.42   Tenth Amendment to Credit Agreement dated November 1, 1999, incorporated         by reference to Exhibit 10.42 to the Partnership's Annual Report on Form         10K for the year ended December 31, 1999.  10.43   Third Amendment to Construction and Term Note dated March 1, 2000,         incorporated by reference to Exhibit 10.43 to the Partnership's Annual         Report on Form 10K for the year ended December 31, 2000.  10.44   Fifth Amendment to Revolving Note dated March 24, 2000, incorporated by         reference to Exhibit 10.44 to the Partnership's Annual Report on Form         10K for the year ended December 31, 2000.  10.45   Eleventh Amendment to Credit Agreement dated January 1, 2000,         incorporated by reference to Exhibit 10.45 to the Partnership's Annual         Report on Form 10K for the year ended December 31, 2000.  10.46   Twelfth Amendment to Credit Agreement dated March 24, 2000, incorporated         by reference to Exhibit 10.46 to the Partnership's Annual Report on Form         10K for the year ended December 31, 2000.  10.47   Amended and Restated Credit Agreement dated September 5, 2000,         incorporated by reference to Exhibit 10.47 to the Partnership's Annual         Report on Form 10K for the year ended December 31, 2000.  10.48   Amended and Restated Revolving Credit Note dated September 5, 2000,         incorporated by reference to Exhibit 10.48 to the Partnership's Annual         Report on Form 10K for the year ended December 31, 2000.  10.49   Amended and Restated Term Note A dated September 5, 2000, incorporated         by reference to Exhibit 10.49 to the Partnership's Annual Report on Form         10K for the year ended December 31, 2000.  10.50   Amended and Restated Term Loan B dated September 5, 2000, incorporated         by reference to Exhibit 10.50 to the Partnership's Annual Report on Form         10K for the year ended December 31, 2000.  10.51   Term Note C. dated September 5, 2000, incorporated by reference to         Exhibit 10.51 to the Partnership's Annual Report on Form 10K for the         year ended December 31, 2000.  10.52   Amended and Restated Security Agreement dated September 5, 2000,         incorporated by reference to Exhibit 10.52 to the Partnership's Annual         Report on Form 10K for the year ended December 31, 2000.  10.53   Promissory Note from Whiteford Food Products, Inc. to Whiteford Foods         Venture, L.P., dated November 16, 2001.  13.     1990 Annual Report to Limited Partners, incorporated by reference to         Exhibit 13 to the Partnership's Annual Report on Form 10K for the year         ended December 31, 1990.  14.1     Code of Ethics.  14.2     Certificate.                                        F-12    EX-14 2 whiteford-10kexh141_123105.txt EXHIBIT 14.1 CODE OF ETHICS  Exhibit 14.1                             WHITEFORD PARTNERS, L.P.                                (the "Partnership")                         Code of Ethics and Business Conduct                         for the Senior Executive Officers                           and Senior Financial Officers                                   (the "Code")  This Code applies to the President, Chief Executive Officer, Chief Financial Officer and persons performing similar functions within the Partnership (the "Senior Officers"). This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principals to guide all Senior Officers of the Partnership. All Senior Officers should conduct themselves accordingly and seek to avoid the appearance of improper behavior in any way relating to the Partnership.  Any Senior Officer who has any questions about the Code should consult with the Chief Executive Officer or the board of directors (the "Board").  The Partnership has adopted the Code for the purpose of promoting:       o    Honest and ethical conduct, including the ethical handling of actual           or apparent conflicts of interest between personal and professional           relationships;       o    Full, fair, accurate, timely and understandable disclosure in all           reports and documents that the Partnership files with, or submits to,           the Securities and Exchange Commission ("SEC") and in other public           communications made by the Partnership that are within the Senior           Officer's area of responsibility;       o    Compliance with applicable governmental laws, rules and regulations;       o    The prompt internal reporting of violations of the Code; and       o    Accountability for adherence to the Code.  HONEST AND ETHICAL CONDUCT  Each Senior Officer owes a duty to the Partnership to act with integrity. Integrity requires, among other things, being honest and candid. Senior Officers must adhere to a high standard of business ethics and are expected to make decisions and take actions based on the best interests of the Partnership, as a whole, and not based on personal relationships or benefits. Generally, a "conflict of interest" occurs when a Senior Officer's personal interests is, or appears to be, inconsistent with, interferes with or is opposed to the best interests of the Partnership or gives the appearance of impropriety.  Business decisions and actions must be made in the best interests of the Partnership and should not be influenced by personal considerations or relationships. Relationships with the Partnership's stakeholders - for example suppliers, competitors and customers - should not in any way affect a Senior Officer's responsibility and accountability to the Partnership. Conflicts of interest can arise when a Senior Officer or a member of his or her family receives improper gifts, entertainment or benefits as a result of his or her position in the Partnership.  Specifically, each Senior Officer must: 1.   Act with integrity, including being honest and candid while still      maintaining the confidentiality of information when required or consistent      with the Partnership's policies; 2.   Avoid violations of the Code, including actual or apparent conflicts of      interest with the Partnership in personal and professional relationships; 3.   Disclose to the Board any material transaction or relationship that could      reasonably be expected to give rise to a breach of the Code, including      actual or apparent conflicts of interest with the Partnership; 4.   Obtain approval from the Board before making any decisions or taking any      action that could reasonably be expected to involve a conflict of interest      or the appearance of a conflict of interest; 5.   Observe both the form and spirit of laws and governmental rules and      regulations, accounting standards and Partnership policies; 6.   Maintain a high standard of accuracy and completeness in the Partnership's      financial records; 7. Ensure full, fair, timely, accurate and      understandable disclosure in the Partnership's periodic reports; 8. Report      any violations of the Code to the Board; 9. Proactively promote ethical      behavior among peers in his or her work environment; and 10. Maintain the      skills appropriate and necessary for the performance of his or her duties.  DISCLOSURE OF PARTNERSHIP INFORMATION  As a result of the Partnership's status as a public Partnership, it is required to file periodic and other reports with the SEC. The Partnership takes its public disclosure responsibility seriously to ensure that these reports furnish the marketplace with full, fair, accurate, timely and understandable disclosure regarding the financial and business condition of the Partnership. All disclosures contained in reports and documents filed with or submitted to the SEC, or other government agencies, on behalf of the Partnership or contained in other public communications made by the Partnership must be complete and correct in all material respects and understandable to the intended recipient.   The Senior Officers, in relation to his or her area of responsibility, must be committed to providing timely, consistent and accurate information, in compliance with all legal and regulatory requirements. It is imperative that this disclosure be accomplished consistently during both good times and bad and that all parties in the marketplace have equal or similar access to this information.  All of the Partnership's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Partnership's transactions, and must conform both to applicable legal requirements and to the Partnership's system of internal controls. Unrecorded or "off the book" funds, assets or liabilities should not be maintained unless permitted by applicable law or regulation. Senior Officers involved in the preparation of the Partnership's financial statements must prepare those statements in accordance with generally Accepted accounting principles, consistently applied, and any other applicable accounting standards and rules so that the financial statements materially, fairly and completely reflect the business transactions and financial statements and related condition of the Partnership. Further, it is important that financial statements and related disclosures be free of material errors.  Specifically, each Senior Officer must:  1.   Familiarize himself or herself with the disclosure requirements generally      applicable to the Partnership; 2.   Not knowingly misrepresent, or cause others to misrepresent, facts about      the Partnership to others, including the Partnership's independent      auditors, governmental regulators, self-regulating organizations and other      governmental officials; 3.   To the extent that he or she participates in the creation of the      Partnership's books and records, promote the accuracy, fairness and      timeliness of those records; and 4.   In relation to his or her area of responsibility, properly review and      critically analyze proposed disclosure for accuracy and completeness.  CONFIDENTIAL INFORMATION  Senior Officers, directors and employees must maintain the confidentiality of confidential information entrusted to them by the Partnership of its customers, suppliers, joint venture partners, or others with whom the Partnership is considering a business or other transaction except when disclosure is authorized by an executive officer or required or mandated by laws of regulations.  Confidential information includes all non-public information that might be useful or helpful to competitors or harmful to the Partnership or its customers or suppliers, if disclosed. It also includes information that suppliers, customers and other parties have entrusted to the Partnership. The obligation to preserve confidential information continues even after employment ends.  Records containing personal data about employees or private information about customers, and their employees are confidential. They are to be carefully safeguarded, kept current, relevant and accurate. They should be disclosed only to authorized personnel or as required by law.  All inquiries regarding the Partnership from non-employees, such as financial analysts and journalists should be directed to the Board. The Partnership's policy is to cooperate with every reasonable request of government investigators for information. At the same time, the Partnership is entitled to all the safeguards provided by law for the benefit of persons under investigation or accused of wrongdoing, including legal representation. If a representative of any government or government agency seeks an interview or requests access to data or documents for the purposes of an investigation, the Senior Officer should refer the representative to the Board. Senior Officers also should preserve all materials, including documents and e-mails that might relate to any pending or reasonably possible investigation.  COMPLIANCE WITH LAWS  The Senior Officers must obey all applicable foreign, federal, state and local laws, rules and regulations applicable to the business and operations of the Partnership. Senior Officers who have access to, or knowledge of, material non-public information from or about the Partnership are prohibited from buying, selling or otherwise trading in the Partnership's stock or other securities. "Material non-public" information includes any information, positive or negative, that has not yet been made available or disclosed to the public and that might be of significance to an investor, as part of the total mix of information, in deciding whether to buy or sell stock or other securities.  Senior Officers also are prohibited from given "tips" on material non-public information, that is directly or indirectly disclosing such information to any other person, including family members, or other relatives or friends, so that they may trade in the Partnership's stock or other securities. Furthermore, if, during the course of a Senior Officer's service with the Partnership, he or she acquires material non-public information about another Partnership, such as one of our customers or suppliers, or learn that the Partnership is planning a major transaction with another Partnership (such as an acquisition); the Senior Officer is restricted from trading in the securities of the other Partnership.  REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE  The Partnership, through the Board is responsible for applying this Code to specific situations in which questions may arise and has the authority to interpret this Code in any particular situation. This Code is not intended to provide a comprehensive guideline for Senior Officers in relation to their business activities with the Partnership. Any Senior Officer may seek clarification on the application of this Code from the Board.  Each Senior Officer must:  1.   Notify the Partnership of any existing or potential violation of this Code,      and        failure to do so is itself a breach of the Code; and  2.   Not retaliate, directly or indirectly, or encourage others to do so,      against any employee or Senior Officer for reports, made in good faith, of      any misconduct or violations of the Code solely because that employee or      Senior Officer raised a legitimate ethical issue.  The Board will take all action it considers appropriate to investigate any breach of the Code reported to it. All Senior Officers, directors and employees are required to cooperate fully with any such investigations and to provide truthful and accurate information. If the Board determines that a breach has occurred, it will take or authorize disciplinary or preventative action, as it deems appropriate, after consultation with the Partnership's counsel if warranted, up to and including termination of employment. Where appropriate, the Partnership will not limit itself to disciplinary action but may pursue legal action against the offending Senior Officer involved. In some cases, the Partnership may have a legal or ethical obligation to call violations to the attention of appropriate law enforcement authorities.  Compliance with the Code may be monitored by audits performed by the Board, the Partnership's counsel and/or by the Partnership's outside auditors. All Senior Officers, directors and employees are required to cooperate fully with any such audits and to provide truthful and accurate information.  Any waiver of this Code for any Senior Officer or director may be made only by the Board and will be promptly disclosed to stockholders and others, as required by applicable law. The Partnership must disclose changes to and waivers of the Code in accordance with applicable law.    /s/Kevin T. Gannon - ------------------ Kevin T. Gannon    EX-31 3 whiteford-10kexh311_123105.txt EXHIBIT 31.1 RULE 13A-14(A)/15D-14(A) CERTIF  Exhibit 31.1                                    CERTIFICATION   I, Kevin T. Gannon, certify that:  1.   I have reviewed this annual report on Form 10-K of Whiteford Partners,      L.P.;  2.   Based on my knowledge, this report does not contain any untrue statement of      a material fact or omit to state a material fact necessary to make the      statements made, in light of the circumstances under which such statements      were made, not misleading with respect to the period covered by this      report;  3.   Based on my knowledge, the financial statements, and other financial      information included in this report, fairly present in all material      respects the financial condition, results of operations and cash flows of      the registrant as of, and for, the periods presented in this report;  4.   I am responsible for establishing and maintaining disclosure controls and      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and      internal control over financial reporting (as defined in Exchange Act Rules      13a-15(f) and 15d-15(f), for the registrant.       a.   Designed such disclosure controls and procedures, or caused such           disclosure controls and procedures to be designed under our           supervision, to ensure that material information relating to the           registrant, including its consolidated subsidiaries, is made known to           us by others within those entities, particularly during the period in           which this report is being prepared;       b.   Designed such internal control over financial reporting, or caused           such internal control over financial reporting to be designed under           our supervision, to provide reasonable assurance regarding the           reliability of financial reporting and the preparation of financial           statements for external purposes in accordance with generally accepted           accounting principles;       c.   Evaluated the effectiveness of the registrant's disclosure controls           and procedures and presented in this report our conclusions about the           effectiveness of the disclosure controls and procedures, as of the end           of the period covered by this report based on such evaluation; and       d.   Disclosed in this report any change in the internal control over           financial reporting that occurred during the registrants most recent           fiscal quarter that has materially affected or is reasonably likely to           materially affect the registrants internal control over financial           reporting; and  5.   I have disclosed, based on our most recent evaluation of internal control      over financial reporting, to the registrant's auditors.       a.   All significant deficiencies and material weaknesses in the design or           operation of internal control over financial reporting which are           reasonably likely to adversely affect the registrant's ability to           record, process, summarize and report financial information; and       b.   Any fraud, whether or not material, that involves management or other           employees who have a significant role in the registrant's internal           controls over financial reporting.   Date:  March 21, 2006   /s/Kevin T. Gannon - ------------------ Kevin T. Gannon Chairman, Chief Executive Officer and Chief Financial Officer     EX-32 4 whiteford-10kexh32_123105.txt EXHIBIT 32 SECTION 1350 CERTIFICATION  Exhibit 32                                    CERTIFICATION  I, Kevin T. Gannon, Chairman, Chief Executive Officer, and Chief Financial Officer, of Whiteford Partners, L.P., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:  1.   The Annual Report on Form 10-K of the Company for the annual period ended      December 31, 2005, (the "Report") fully complies with the requirements of      Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and  2.   The information contained in the Report fairly presents, in all material      respects, the financial condition and results of operations of the Company.  Dated: March 21, 2006                                       /s/ Kevin T. Gannon                                       -------------------                                       Name: Kevin T. Gannon                                        Title: Chairman, Chief Executive Officer                                              and Chief Financial Officer     -----END PRIVACY-ENHANCED MESSAGE-----