OR
Commission file: No. 33-94644
MINN-DAK FARMERS COOPERATIVE
(Exact named of registrant as specified in its charter)
| North Dakota | 23-7222188 | ||
| (State or other jurisdiction of | (I.R.S. Employer | ||
| Incorporation or organization) | Identification No.) | ||
7525 Red River Road | |||
| Wahpeton, North Dakota | 58075 | ||
| (Address of principal | (Zip Code) | ||
| executive offices) |
| (701) 642-8411 | ||
| (Registrant’s telephone number, including area code) | ||
Not Applicable |
||
| (Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
YES ____X____ NO __________
Indicate by checkmark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
YES _________ NO ____X____
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Outstanding at | |||
| Class of Common Stock | January 2, 2004 | ||
| $250 Par Value | 490 |
Minn-Dak Farmers Cooperative has previously registered securities for offer and sale pursuant to the Securities Act of 1933, as amended (the “Securities Act”). As a result of that previous registration under the Securities Act, under Sections 15(d) and 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Cooperative is obligated to file quarterly reports on form 10-Q, annual reports on Form 10-K and supplemental reports on Form 8-K. However, the Cooperative has not registered any of its securities under Section 12(g) of the Exchange Act. The Cooperative is exempt from any obligation to register its securities under the Exchange Act due to the provisions of Section 12(g)(2)(E), which exempts from Exchange Act registration any security of an issuer, such as the Cooperative, which is a “cooperative association” as defined in the Agricultural Marketing Act of 1929. As a result, those provisions of the Exchange Act, which are applicable only to securities registered under Section 12 of that act, do not apply to shares issued by the Cooperative. The provisions, which do not apply to the Cooperative’s shares, include the regulation of proxies under Section 14 of the Exchange Act and the reporting and other obligations of directors, officers and principal stockholders under Section 16 of the Exchange Act.
MINN-DAK FARMERS COOPERATIVE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | The condensed consolidated financial statements for the three-month periods ended November 30, 2003 and 2002 are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim period. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in the Company’s Annual Report to Stockholders previously submitted in the Company’s Annual 10-K for the fiscal year ended August 31, 2003. The results of operations for the three months ended November 30, 2003 are not necessarily indicative of the results for the entire fiscal year ending August 31, 2004. |
| 2. | In August 2003, the company declared a revolvement of the remaining 17% of the unit retains and allocated patronage for the 1992 crop totaling $1,280,562 and approximately 75% of the 1993 crop unit retains and allocated patronage totaling $2,514,906. These amounts were paid to the stockholders on September 29, 2003. |
| Three Months Ended November 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2003 | 2002 | |||||||
| REVENUE: | ||||||||
| From sales of sugar, co-products, and | ||||||||
| yeast, net of discounts | $ | 61,562 | $ | 65,018 | ||||
| Other income | 183 | 194 | ||||||
| 61,745 | 65,211 | |||||||
EXPENSES: | ||||||||
| Production costs of sugar, co-products, | ||||||||
| and yeast sold | 14,718 | 13,537 | ||||||
| Marketing (includes freight and storage) | 7,099 | 8,925 | ||||||
| General and administrative | 1,451 | 1,403 | ||||||
| Interest | 718 | 912 | ||||||
| (Gain) loss on disposition of property and equipment | 0 | 69 | ||||||
| 23,986 | 24,845 | |||||||
NET PROCEEDS RESULTING FROM MEMBER AND | ||||||||
| NONMEMBER BUSINESS | $ | 37,758 | $ | 40,366 | ||||
| DISTRIBUTION OF NET PROCEEDS: | ||||||||
| Credited to members' investment: | ||||||||
| Components of net income: | ||||||||
| Income (loss) from non-member business | $ | 252 | $ | 230 | ||||
| Patronage income | 5,998 | 6,156 | ||||||
| Net income | 6,250 | 6,386 | ||||||
Unit retention capital | 0 | 0 | ||||||
| Net credit to members' investment | 6,250 | 6,386 | ||||||
Payments to members for sugarbeets, net of unit | ||||||||
| retention capital | 31,508 | 33,980 | ||||||
NET PROCEEDS RESULTING FROM MEMBER AND | ||||||||
| NONMEMBER BUSINESS | $ | 37,758 | $ | 40,366 | ||||
See Notes to Consolidated Financial Statements.
| November 30, 2003 (Unaudited) | August 31, 2003 (Audited) | |||||||
|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
| Cash | $ | 118 | $ | 1,584 | ||||
Receivables: | ||||||||
| Trade accounts | 12,583 | 14,979 | ||||||
| Growers | 536 | 4,287 | ||||||
| Other | 3 | 6 | ||||||
| 13,122 | 19,272 | |||||||
Advances to affiliate | 300 | 42 | ||||||
| Inventories: | ||||||||
| Refined sugar, pulp and molasses to be sold | ||||||||
| on a pooled basis | 38,601 | 24,048 | ||||||
| Nonmember refined sugar | 403 | 4 | ||||||
| Yeast | 105 | 126 | ||||||
| Materials and supplies | 5,392 | 6,188 | ||||||
| Beet and Juice Inventory | 60,944 | — | ||||||
| Other | 0 | — | ||||||
| 105,445 | 30,366 | |||||||
| Deferred charges | 59 | 1,193 | ||||||
| Prepaid expenses | 521 | 233 | ||||||
| Current deferred income tax asset | 507 | 507 | ||||||
Total current assets | 120,071 | 53,197 | ||||||
PROPERTY, PLANT AND EQUIPMENT: | ||||||||
| Land and land improvements | 22,077 | 22,077 | ||||||
| Buildings | 36,200 | 36,200 | ||||||
| Factory equipment | 116,155 | 116,155 | ||||||
| Other equipment | 3,464 | 3,464 | ||||||
| Construction in progress | 9,166 | 8,781 | ||||||
| 187,061 | 186,676 | |||||||
| Less accumulated depreciation | (84,724 | ) | (83,020 | ) | ||||
| 102,337 | 103,656 | |||||||
OTHER ASSETS: | ||||||||
| Investments restricted for capital lease projects | 3,414 | 3,400 | ||||||
| Investment in stock of other corporations, unconsolidated | ||||||||
| marketing subsidiaries and other cooperatives | 9,680 | 9,890 | ||||||
| Other | 1,010 | 1,103 | ||||||
| 14,105 | 14,394 | |||||||
| $ | 236,513 | $ | 171,247 | |||||
See Notes to Consolidated Financial Statements.
| November 30, 2003 (Unaudited) | August 31, 2003 (Audited) | |||||||
|---|---|---|---|---|---|---|---|---|
| LIABILITIES AND MEMBERS’ INVESTMENT | ||||||||
CURRENT LIABILITIES: | ||||||||
| Short-term notes payable | $ | 38,673 | $ | 7,250 | ||||
Current portion of long-term debt | 3,600 | 3,600 | ||||||
| Current portion of long-term lease | 905 | 905 | ||||||
| 4,505 | 4,505 | |||||||
Accounts payable: | ||||||||
| Trade | 741 | 4,668 | ||||||
| Growers | 47,715 | 14,126 | ||||||
| 48,457 | 18,794 | |||||||
Accrued liabilities | 3,928 | 4,850 | ||||||
Total current liabilities | 95,562 | 35,399 | ||||||
LONG-TERM DEBT, NET OF CURRENT PORTION | 28,300 | 29,500 | ||||||
OBLIGATION UNDER CAPITAL LEASE | 21,915 | 21,915 | ||||||
LONG TERM DEFERRED TAX LIABILITY | 783 | 783 | ||||||
OTHER | 403 | 403 | ||||||
COMMITMENTS AND CONTINGENCIES | — | 0 | ||||||
Total liabilities | 146,963 | 88,000 | ||||||
MINORITY INTEREST IN EQUITY OF SUBSIDIARY | 1,663 | 1,601 | ||||||
| MEMBERS’ INVESTMENT: | ||||||||
| Preferred stock: | ||||||||
| Class A – 100,000 shares authorized, $105 par value; | ||||||||
| 72,200 shares issued and outstanding | 7,581 | 7,581 | ||||||
| Class B – 100,000 shares authorized, $75 par value; | ||||||||
| 72,200 shares issued and outstanding | 5,415 | 5,415 | ||||||
| Class C – 100,000 shares authorized, $76 par value; | ||||||||
| 72,200 shares issued and outstanding | 5,487 | 5,487 | ||||||
| 18,483 | 18,483 | |||||||
| Common stock, 600 shares authorized, $250 par value; | ||||||||
| issued and outstanding, 490 shares at November 30, | ||||||||
| 2003 and 488 shares at August 31, 2003 | 123 | 122 | ||||||
| Paid in capital in excess of par value | 32,094 | 32,094 | ||||||
| Unit retention capital | 4,955 | 4,959 | ||||||
| Qualified allocated patronage | 2,295 | 2,296 | ||||||
| Nonqualified allocated patronage | 24,135 | 18,141 | ||||||
| Retained earnings (deficit) | 5,802 | 5,550 | ||||||
| 87,887 | 81,646 | |||||||
| $ | 236,513 | $ | 171,247 | |||||
See Notes to Consolidated Financial Statements.
| Three Months Ended November 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2003 | 2002 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Income allocated to members' investment | $ | 6,250 | $ | 6,386 | ||||
| Add (deduct) noncash items: | ||||||||
| Depreciation and amortization | 1,796 | 1,772 | ||||||
| Equipment disposals – loss | 0 | 69 | ||||||
| Net income allocated from unconsolidated marketing subsidiaries | (4 | ) | (67 | ) | ||||
| Deferred income taxes | 0 | 0 | ||||||
| Noncash portion of patronage capital credits | 0 | 0 | ||||||
| Retention of nonqualified unit retains | 0 | 0 | ||||||
| Minority interest in equity of subsidiaries | 62 | 41 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable and advances | 5,892 | 2,706 | ||||||
| Inventory and prepaid expenses | (75,367 | ) | (80,047 | ) | ||||
| Deferred charges and other assets | 1,134 | 1,031 | ||||||
| Accounts payable, accrued liabilities and other liabilities | 28,740 | 33,320 | ||||||
| Net cash (used in)/provided by operating activities | (31,496 | ) | (34,788 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from disposition of property, plant and equipment | 0 | 1 | ||||||
| Capital expenditures | (384 | ) | (780 | ) | ||||
| Investment in stock of other corporations, unconsolidated | ||||||||
| marketing subsidiaries and other cooperatives | 0 | (98 | ) | |||||
| Net proceeds from patronage refunds and equity revolvements | 214 | 0 | ||||||
| Issuance of notes receivable | 0 | 0 | ||||||
| Proceeds on notes receivable | 0 | 2 | ||||||
| Restricted bond/lease fund investment | (14 | ) | 339 | |||||
| Net cash used in investing activities | (184 | ) | (535 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Net proceeds from issuance of short-term debt | 31,423 | 35,955 | ||||||
| Payment of long-term debt | (1,200 | ) | (1,200 | ) | ||||
| Payment of financing fees | 0 | 0 | ||||||
| Payment of unit retains and allocated patronage | (10 | ) | 0 | |||||
| Sale and repurchase of common stock, net | 1 | 0 | ||||||
| Issuance of stock | 0 | |||||||