SECURITIES AND EXCHANGE COMMISSION
Form 10-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the Fiscal Year Ended August 31, 2003 | ||
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to . | ||
Commission file number: 0-50150
CHS Inc.
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Minnesota
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41-0251095 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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5500 Cenex Drive Inver Grove Heights, Minnesota 55077 (Address of principal executive office, including zip code) |
(651) 355-6000 (Registrants Telephone number, including area code) |
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Securities Registered Pursuant to Section 12(b) of the Act:
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: o
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter:
The registrants voting and non-voting common equity has no market value (the registrant is a member cooperative).
Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date: The registrant has no common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
INDEX
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| PART I. | ||||||
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Item 1.
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Business | 2 | ||||
| Cautionary Statement | 2 | |||||
| The Company | 2 | |||||
| Agronomy | 3 | |||||
| Energy | 5 | |||||
| Country Operations and Services | 8 | |||||
| Grain Marketing | 10 | |||||
| Processed Grains and Foods | 12 | |||||
| Price Risk and Hedging | 15 | |||||
| Employees | 16 | |||||
| Membership in the Company and Authorized Capital | 16 | |||||
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Item 2.
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Properties | 19 | ||||
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Item 3.
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Legal Proceedings | 20 | ||||
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Item 4.
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Submission of Matters to a Vote of Security Holders | 21 | ||||
| PART II. | ||||||
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Item 5.
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Market for Registrants Common Equity and Related Stockholder Matters | 22 | ||||
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Item 6.
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Selected Financial Data | 22 | ||||
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Item 7.
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Managements Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk | 38 | ||||
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Item 8.
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Financial Statements and Supplementary Data | 39 | ||||
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 39 | ||||
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Item 9A.
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Controls and Procedures | 39 | ||||
| PART III. | ||||||
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Item 10.
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Directors and Executive Officers of the Registrant | 41 | ||||
| Board of Directors | 41 | |||||
| Executive Officers | 44 | |||||
| Section 16(a) Beneficial Ownership Reporting Compliance | 45 | |||||
| Code of Ethics | 46 | |||||
| Audit Committee Matters | 46 | |||||
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Item 11.
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Executive Compensation | 46 | ||||
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management | 54 | ||||
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Item 13.
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Certain Relationships and Related Transactions | 54 | ||||
| PART IV. | ||||||
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Item 14.
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Principal Accountant Fees and Services | 55 | ||||
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Item 15.
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Exhibits, Financial Statements and Reports Filed on Form 8-K | 56 | ||||
| SUPPLEMENTAL INFORMATION | 59 | |||||
| SIGNATURES | 60 | |||||
1
The information in this Annual Report on Form 10-K for the year ended August 31, 2003, includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company. In addition, the Company and its representatives and agents may from time to time make other written or oral forward-looking statements, including statements contained in the Companys filings with the Securities and Exchange Commission and its reports to its members and securityholders. Words and phrases such as will likely result, are expected to, will continue, is anticipated, estimate, project and similar expressions identify forward-looking statements. The Company wishes to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made.
The Companys forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to the level of commodity prices, loss of member business, competition, changes in the taxation of cooperatives, compliance with laws and regulations , environmental liabilities, perceptions of food quality and safety, business interruptions and casualty losses, access to equity capital, consolidation of producers and customers, fluctuations in prices for crude oil and refined petroleum products, alternative energy sources, the performance of our agronomy business, technological improvements and joint ventures. These risks and uncertainties are further described in Exhibit 99.1 to this Annual Report on Form 10-K, and other risks or uncertainties may be described from time to time in the Companys future filings with the Securities and Exchange Commission.
The Company undertakes no obligation to revise any forward-looking statements to reflect future events or circumstances.
CHS Inc. (CHS or the Company) is one of the nations leading integrated agricultural companies. As a cooperative, the Company is owned by farmers and ranchers and their local cooperatives from the Great Lakes to the Pacific Northwest and from the Canadian border to Texas. CHS buys commodities from and provides products and services to its members and other customers. The Company provides a wide variety of products and services, from initial agricultural inputs such as fuels, farm supplies, crop nutrients and crop protection products, to agricultural outputs that include grains and oilseeds, grain and oilseed processing and food products. A portion of the Companys operations are conducted through equity investments and joint ventures whose operating results are not fully consolidated with the Companys results; rather, a proportionate share of the income or loss from those entities is included as a component in the Companys net income under the equity method of accounting. For the fiscal year ended August 31, 2003, the Companys total revenues were $9.4 billion.
The Companys operations are organized into five business segments: Agronomy, Energy, Country Operations and Services, Grain Marketing and Processed Grains and Foods. Together these business segments create vertical integration to link producers with consumers. The first two segments, Agronomy and Energy, produce and provide for the wholesale distribution of inputs that are essential for crop production. The third segment, Country Operations and Services, serves as the Company-owned retailer of a portion of these crop inputs and also serves as the first handler of a significant portion of the crops marketed and processed by the Company. The fourth segment, Grain Marketing, purchases and resells grains and oilseeds originated by the Country Operations and Services segment, by member cooperatives and also by third parties. The fifth business segment, Processed Grains and Foods, converts grains and oilseeds into value-added products.
2
Only producers of agricultural products and associations of producers of agricultural products may be members of CHS. The Companys earnings derived from business conducted with these members are allocated to members based on the volume of business they do with the Company. Members receive earnings in the form of patronage refunds in cash and patrons equities, which may be redeemed over time. Earnings derived from non-members are taxed at regular corporate rates and are retained by the Company as unallocated equity.
The origins of CHS date back to the early 1930s with the founding of the predecessor companies of Cenex, Inc. and Harvest States Cooperatives. CHS emerged as the result of the merger of the two entities in 1998, and is headquartered in Inver Grove Heights, Minnesota. In August 2003, the Company changed its name from Cenex Harvest States Cooperatives to CHS Inc.
The international sales information and segment information in Notes 2 and 11 to the consolidated financial statements are incorporated by reference into the following business segment descriptions.
The business segment financial information presented below does not represent the results that would have been obtained had the relevant business segment been operated as an independent business.
Overview
Through the Agronomy business segment, the Company is engaged in the manufacture of crop nutrients and the wholesale distribution of crop nutrients and crop protection products. The Company conducts its agronomy operations primarily through two investments a 20% cooperative ownership interest in CF Industries, Inc. (CF Industries) and, effective January 2000, a 25% ownership interest in Agriliance, LLC (Agriliance). CF Industries manufactures crop nutrient products, particularly nitrogen and phosphate fertilizers, and is one of the largest suppliers to Agriliance. Agriliance is one of North Americas largest wholesale distributors of crop nutrients, crop protection products and other agronomy products.
There is significant seasonality in the sale of crop nutrients and crop protection products and services, with peak activity coinciding with the planting and input seasons.
The Companys minority ownership interests in CF Industries and Agriliance are treated as investments, and therefore, those entities revenues and expenses are not reflected in the Companys operating results. CF Industries is treated as a cost method investment and Agriliance is treated as an equity method investment. CF Industries and Agriliance each have their own line of financing, without recourse to the Company.
Operations
CF Industries. CF Industries is an interregional agricultural cooperative involved in the manufacturing of crop nutrient products. It is one of North Americas largest producers of nitrogen and phosphate fertilizers. Through its members, CF Industries nitrogen and phosphate fertilizer products reach farmers and ranchers in 48 states and two Canadian provinces. CF Industries conducts its operations primarily from the following facilities:
| | a nitrogen manufacturing and processing facility at Donaldsonville, Louisiana; | |
| | a phosphate mine and phosphate fertilizer plant in central Florida; and | |
| | a 66% ownership interest in a nitrogen fertilizer manufacturing and processing facility in Alberta, Canada. |
Agriliance. Agriliance is the one of the nations largest wholesale distributors of crop nutrients (fertilizers) and crop protection products (insecticides, fungicides and pesticides), accounting for an estimated 19% of the U.S. market for crop nutrients and approximately 26% of the U.S. market for crop
3
Agriliance was formed in 2000 when CHS, Farmland Industries Inc. (Farmland) and Land OLakes, Inc. (Land OLakes) contributed their respective agronomy businesses to the new company in consideration for ownership interests (25% each for CHS and Farmland and 50% for Land OLakes) in the venture. CHS and Farmland hold their interests in Agriliance through United Country Brands, LLC, a 50/50 jointly-owned holding company.
In April, 2003, CHS acquired a 13.1% additional economic interest in the crop protection products business of Agriliance (the CPP Business) for a cash payment of $34.3 million. After the transaction, the economic interests in Agriliance are owned 50% by Land O Lakes, 25% plus an additional 13.1% of the CPP Business by CHS and 25% less 13.1% of the CPP Business by Farmland. The ownership or governance interests in Agriliance did not change with the purchase of this additional economic interest. Agriliances earnings are split among the members based upon the respective economic interests of each member.
Products and Services
CF Industries manufactures crop nutrient products, primarily nitrogen and phosphate fertilizers and potash. Agriliance wholesales crop nutrient products and crop protection products that include insecticides, fungicides, and pesticides. Agriliance also provides field and technical services, including soil testing, adjuvant and herbicide formulation, application and related services.
Sales and Marketing; Customers
CF Industries sells its crop nutrient products to large agricultural cooperatives and distributors. Its largest customers are Land OLakes, CHS and seven other regional cooperatives that wholesale the products to their members. Agriliance distributes agronomy products through approximately 2,200 local cooperatives from Ohio to the West Coast and from the Canadian border south to Kansas. Agriliance also provides sales and services through 48 Agriliance Service Centers and other retail outlets. Agriliances largest customer is the Companys Country Operations and Services business segment. In 2003, Agriliance sold approximately $1.3 billion of crop nutrient products and approximately $1.2 billion of crop protection and other products.
Industry; Competition
CF Industries. North American fertilizer producers operate in a highly competitive, global industry. Commercial fertilizers are world-traded commodities and producers compete principally on the basis of price and service. Many of the raw materials that are used in fertilizer production, such as natural gas, are often more expensive in the U.S. than other parts of the world. Crop nutrient margins and earnings have historically been cyclical; large profits generated throughout the mid-1990s attracted additional capital and expansion and the industry now suffers from excess capacity. These factors have produced depressed margins for North American fertilizer manufacturers over the past several years, although recently fertilizer margins have stabilized.
CF Industries competes with numerous domestic and international crop nutrient manufacturers.
Agriliance. The wholesale distribution of agronomy products is highly competitive and dependent upon relationships with agricultural producers and local cooperatives, proximity to producers and local cooperatives and competitive pricing. Moreover, the crop protection products industry is mature with slow growth predicted for the future, which has led distributors and suppliers to turn to consolidation and strategic partnerships to benefit from economies of scale and increased market share. Agriliance competes with other large agronomy distributors, as well as other regional or local distributors and retailers.
4
Major competitors of Agriliance in crop nutrient distribution include Agrium, Growmark, Cargill, United Suppliers and West Central. Major competitors of Agriliance in crop protection products distribution include Helena, ConAgra (UAP), Tenkoz and numerous smaller distribution companies.
Summary Operating Results
The Company accounts for its Agronomy business segment as follows:
CF Industries. The Companys investment in CF Industries of $153 million on August 31, 2003 is carried on the balance sheet at cost, including allocated patronage. Since CF Industries is a cooperative, the Company recognizes income from the investment only if it receives patronage refunds. Over the past five years CF Industries has realized operating losses and, as a result, it has not issued any patronage refunds to its members. Historically, crop nutrients manufacturing earnings have been cyclical in nature. CHS management has performed the appropriate impairment tests of this investment, and based upon those tests, believes that fair market value exceeds its carrying value. The Company will continue to perform impairment tests annually, including reviewing operating results, or as circumstances dictate, which could result in an impairment to its CF Industries investment.
Agriliance. At August 31, 2003 the Companys equity investment in Agriliance was $129.3 million. The Company recognizes earnings from Agriliance using the equity method of accounting, which results in the Company including its ownership percentage of Agriliances net earnings as equity income from investments. The Company applies related internal expenses against those earnings.
Summary operating results and identifiable assets for the Agronomy business segment for the fiscal years ended August 31, 2003, 2002 and 2001 are shown below:
| 2003 | 2002 | 2001 | |||||||||||
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Revenues:
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Net sales
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Patronage dividends
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$ | (84 | ) | $ | (89 | ) | $ | 196 | |||||
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Other revenues
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| (84 | ) | (89 | ) | 196 | |||||||||
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Cost of goods sold
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Marketing, general and administrative
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8,138 | 8,957 | 8,503 | ||||||||||
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Operating losses
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(8,222 | ) | (9,046 | ) | (8,307 | ) | |||||||
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Interest
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(974 | ) | (1,403 | ) | (4,529 | ) | |||||||
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Equity income from investments
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(20,773 | ) | (13,425 | ) | (7,360 | ) | |||||||
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Income before income taxes
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$ | 13,525 | $ | 5,782 | $ | 3,582 | |||||||
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Total identifiable assets August 31
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$ | 285,906 | $ | 242,015 | $ | 230,051 | |||||||
Overview
CHS is the nations largest cooperative energy company, with operations that include petroleum refining and pipelines; the supply, marketing and distribution of refined fuels (gasoline, diesel, and other energy products); the blending, sale and distribution of lubricants; and the wholesale supply of propane. The Energy business segment processes crude oil into refined petroleum products at refineries in Laurel,
5
Operations
Laurel Refinery. The Companys Laurel, Montana refinery processes medium and high sulfur crude oil into refined petroleum products that primarily include gasoline, diesel, and asphalt. The Laurel refinery sources approximately 90% of its crude oil supply from Canada, with the balance obtained from domestic sources. Laurel has access to Canadian and northwest Montana crude through the Companys wholly-owned Front Range Pipeline, LLC and other common carrier pipelines. The Laurel refinery also has access to Wyoming crude via common carrier pipelines from the south.
The Laurel facility processes approximately 55,000 barrels of crude oil per day to produce refined products that consist of approximately 42% gasoline, 30% diesel and other distillates and 28% asphalt and other residual products. Refined fuels produced at Laurel, Montana are available via the Yellowstone Pipeline to western Montana terminals and to Spokane and Moses Lake, Washington, south via common carrier pipelines to Wyoming terminals and Denver, Colorado, and east via the Companys wholly-owned Cenex Pipeline, LLC to Glendive, Montana, and Minot and Fargo, North Dakota.
McPherson Refinery. The McPherson, Kansas refinery is owned and operated by the National Cooperative Refinery Association (NCRA), of which the Company owns approximately 74.5%. The McPherson refinery processes low and medium sulfur crude oil into gasoline, diesel and other distillates, propane, and other products. McPherson sources approximately 95% of its crude oil from Kansas, Oklahoma, and Texas through NCRA-owned and common carrier pipelines.
The McPherson refinery processes approximately 80,000 barrels of crude oil per day to produce refined products that consist of approximately 57% gasoline, 34% diesel and other distillates, and 9% propane and other products. Approximately 90% of the refined fuels are shipped via NCRAs proprietary products pipeline to its terminal in Council Bluffs, Iowa and to other markets via common carrier pipelines. The balance of the fuels are loaded into trucks at the refinery.
Other Energy Operations. The Company owns and operates three propane terminals, four asphalt terminals and three lubricants blending and packaging facilities. The Company also owns and leases a fleet of liquid and pressure trailers and tractors which are used to transport refined fuels, propane and anhydrous ammonia.
Products and Services
The Energy business segment produces and sells (primarily wholesale) gasoline, diesel, propane, asphalt, lubricants and other related products and provides transportation services. It obtains the petroleum products that it sells both from the Laurel and McPherson refineries and from third parties.
Sales and Marketing; Customers
The Company makes approximately 75% of its refined fuel sales to members, with the balance sold to non-members. Sales are made wholesale to member cooperatives and through a network of independent retailers that operate convenience stores under the Cenex/ Ampride tradename. The Company sold approximately 1.5 billion gallons of gasoline and approximately 1.3 billion gallons of diesel fuel in fiscal year 2003. The Company also wholesales auto and farm machinery lubricants to both members and non-members. In fiscal year 2003, energy operations sold approximately 23 million gallons of lube oil. The Company is one of the nations largest propane wholesalers. In fiscal year 2003, energy operations sold approximately 844 million gallons of propane. Most of the propane sold in rural areas is for heating and agricultural consumption. Annual sales volumes of propane vary greatly depending on weather patterns and crop conditions.
6
Industry; Competition
Governmental regulations and policies, particularly in the areas of taxation, energy and the environment, have a significant impact on the Companys Energy business segment. Like many other refineries, the Energy business segments refineries are currently focusing their capital spending on reducing pollution. In particular, these refineries are currently working to comply with the Environmental Protection Agency low sulfur fuel regulations required by 2006, which are intended to lower the sulfur content of gasoline and diesel. The Company currently expects that the cost of compliance will be approximately $87.0 million for the Companys Laurel, Montana refinery and $324.0 million for NCRAs McPherson, Kansas refinery, of which $8.7 million had been spent at the Laurel refinery and $36.5 million had been spent by NCRA at the McPherson refinery as of August 31, 2003. The Company expects all of these compliance capital expenditures at the refineries to be complete by December 31, 2005, and anticipates funding these projects with a combination of cash flows from operations and debt proceeds.
The energy business is highly cyclical. Demand for crude oil and its products are driven by the condition of local and worldwide economies, local and regional weather patterns and taxation relative to other energy sources. Most of the Companys energy product market is located in rural areas, so sales activity tends to follow the planting and harvesting cycles. More fuel efficient equipment, reduced crop tillage, depressed prices for crops, warm winter weather, and government programs which encourage idle acres may all reduce demand for the Companys energy products.
The refining and wholesale fuels business is very competitive. Among the Companys competitors are some of the worlds largest integrated petroleum companies, which have their own crude oil supplies, distribution and marketing systems. The Company also competes with smaller domestic refiners and marketers in the midwestern and northwestern United States, with foreign refiners who import products into the United States and with producers and marketers in other industries supplying other forms of energy and fuels to consumers. Given the commodity nature of the end products, profitability in the refining and marketing industry depends largely on margins, as well as operating efficiency, product mix, and costs of product distribution and transportation. The retail gasoline market is highly competitive, with much larger competitors that have greater brand recognition and distribution outlets throughout the country and the world. CHS owned and non-owned retail outlets are located primarily in the southern, midwestern and northwestern United States.
7
Summary Operating Results
Summary operating results and identifiable assets for the Energy business segment for the fiscal years ended August 31, 2003, 2002 and 2001 are shown below:
| 2003 | 2002 | 2001 | |||||||||||
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Revenues:
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Net sales
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$ | 3,648,093 | $ | 2,657,689 | $ | 2,781,243 | |||||||
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Patronage dividends
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415 | 458 | 712 | ||||||||||
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Other revenues
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10,461 | 6,392 | 4,036 | ||||||||||
| 3,658,969 | 2,664,539 | 2,785,991 | |||||||||||
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Cost of goods sold
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3,475,947 | 2,489,352 | 2,549,099 | ||||||||||
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Marketing, general and administrative
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63,740 | 66,731 | 48,432 | ||||||||||
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Operating earnings
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119,282 | 108,456 | 188,460 | ||||||||||
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Interest
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16,401 | 16,875 | 25,097 | ||||||||||
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Equity (income) loss from investments
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(1,353 | ) | 1,166 | 4,081 | |||||||||
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Minority interests
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20,782 | 14,604 | 34,713 | ||||||||||
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Income before income taxes
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$ | 83,452 | $ | 75,811 | $ | 124,569 | |||||||
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Total identifiable assets August 31
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$ | 1,449,652 | $ | 1,305,828 | $ | 1,154,036 | |||||||
Overview
The Country Operations and Services business segment purchases a variety of grains from the Companys producer members and provides cooperative members and producers with access to a full range of products and services including farm supplies, programs for crop and livestock production, hedging and insurance services, and agricultural operations financing. Country Operations and Services operates at 282 locations dispersed throughout Minnesota, North Dakota, South Dakota, Nebraska, Montana, Idaho, Washington and Oregon. Most of these locations purchase grain from farmers and sell agronomy products, energy products and feed to those same producers and others, although not all locations provide every product and service.
Products and Services
Grain Purchasing. The Company is one of the largest country elevator operators in North America. Through a majority of its elevator locations, the Country Operations and Services business segment purchases grain from member and non-member producers and other elevators and grain dealers. Most of the grain purchased is either sold through the Companys Grain Marketing business segment or used for local feed and processing operations. For the year ended August 31, 2003, the Country Operations and Services business segment purchased approximately 298 million bushels of grain, primarily wheat (136 million bushels), corn (79 million bushels) and soybeans (46 million bushels). Of these bushels, 274 million were purchased from members and 204 million were sold through the Grain Marketing business segment.
Other Products. Country Operations and Services manufactures and sells other products, both directly and through ownership interests in other entities. These include seed; plant food; energy products; animal feed ingredients, supplements and products; animal health products; crop protection products; and processed sunflowers. The Company sells agronomy products at 155 locations, feed products at 128 locations and energy products at 93 locations. Farm supplies are purchased through cooperatives whenever possible.
8
Financial Services. The Company has provided open account financing to more than 150 CHS members that are cooperatives (cooperative association members) in the past year. These arrangements involve the discretionary extension of credit in the form of term and seasonal loans and can also be used as a clearing account for settlement of grain purchases and as a cash management tool. A substantial part of the term and seasonal loans are sold to the National Bank for Cooperatives (CoBank), with CoBank purchasing up to 90% of any loan. The Companys guarantee exposure on these loans at August 31, 2003 was approximately $6.7 million. Through its wholly-owned subsidiary Fin-Ag, Inc. the Company provides seasonal cattle feeding and swine financing loans, facility financing loans and crop production loans. It also provides consulting services to member cooperatives. Most loans are sold to CoBank under a separate program from that described above, under which the Company has guaranteed a portion of the loans. The Companys exposure at August 31, 2003 was approximately $43.0 million. The Companys borrowing arrangements allow for the Company to retain up to $110.0 million of loans in aggregate for both finance programs, or to sell the loans and extend guarantees up to $150.0 million in aggregate.
The Companys wholly-owned subsidiary Country Hedging, Inc., which is a registered futures commission merchant and a clearing member of both the Minneapolis Grain Exchange and the Kansas City Board of Trade, is a full service commodity futures and options broker.
Ag States Agency, LLC is an independent insurance agency in which the Company holds a majority ownership interest. It sells insurance, including group benefits, property and casualty, and bonding programs. Its approximately 1,600 customers are primarily agricultural businesses, including local cooperatives and independent elevators, oil stations, agronomy and feed/seed plants, implement dealers, fruit and vegetable packers/warehouses, and food processors.
Industry; Competition
Competitors for the purchase of grain include other elevators and large grain marketing companies. Competitors for farm supply include a variety of cooperatives, privately held and large national companies. The Company competes primarily on the basis of price, services and patronage.
Competitors to the Companys financing operations are primarily other financial institutions. The Company competes primarily on the basis of price, services and patronage. Country Hedgings competitors include international brokerage firms, national brokerage firms, regional brokerage firms (both cooperatives and non-cooperatives) as well as local introducing brokers, with competition driven by price and level of service. Ag States competes with other insurance agencies, primarily on the basis of price and services.
9
Summary Operating Results
Summary operating results and identifiable assets for the Country Operations and Services business segment for the fiscal years ended August 31, 2003, 2002 and 2001 are shown below:
| 2003 | 2002 | 2001 | |||||||||||
| (dollars in thousands) | |||||||||||||
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Revenues:
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Net sales
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$ | 1,885,825 | $ | 1,474,553 | $ | 1,577,268 | |||||||
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Patronage dividends
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2,467 | 2,572 | 3,683 | ||||||||||
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Other revenues
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81,739 | 80,789 | 80,479 | ||||||||||
| 1,970,031 | 1,557,914 | 1,661,430 | |||||||||||
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Cost of goods sold
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1,876,811 | 1,474,392 | 1,569,884 | ||||||||||
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Marketing, general and administrative
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55,887 | 47,995 | 53,417 | ||||||||||
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Operating earnings
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37,333 | 35,527 | 38,129 | ||||||||||
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Gain on legal settlements
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(10,867 | ) | (2,970 | ) | |||||||||
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Interest
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14,975 | 13,851 | 15,695 | ||||||||||
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Equity income from investments
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(788 | ) | (283 | ) | (246 | ) | |||||||
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Minority interests
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1,168 | 786 | 385 | ||||||||||
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Income before income taxes
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$ | 32,845 | $ | 24,143 | $ | 22,295 | |||||||
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Total identifiable assets August 31
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$ | 857,523 | $ | 799,711 | $ | 679,053 | |||||||
Overview
CHS is the nations largest cooperative marketer of grain and oilseed, handling about 1.1 billion bushels annually. During fiscal year 2003, the Company purchased approximately 67% of total grain volumes from individual and member cooperatives and the Country Operations and Services business segment, with the balance purchased from third parties. CHS arranges for the transportation of the grains either directly to customers or to Company owned or leased grain terminals and elevators awaiting delivery to domestic and foreign purchasers. The Company primarily conducts its Grain Marketing operations directly, but does conduct some of its business through two 50% owned joint ventures.
Operations
The Grain Marketing segment purchases grain directly and indirectly from agricultural producers primarily in the midwestern and western United States. The purchased grain is typically contracted for sale for future delivery at a specified location, with the Company responsible for handling the grain and arranging for its transportation to that location. The sale of grain is recorded after title to the commodity has transferred and final weights, grades and settlement price have been agreed upon. Amounts billed to the customer as part of a sales transaction include the costs for shipping and handling. The Companys ability to arrange efficient transportation, including loading capabilities onto unit trains, ocean-going vessels, and barges, is a significant part of the service it offers to its customers. Rail, vessel, barge and truck transportation is carried out by third parties, often under long-term freight agreements with the Company. Grain intended for export is usually shipped by rail or barge to an export terminal, where it is loaded onto ocean-going vessels. Grain intended for domestic use is usually shipped by rail or truck to various locations throughout the country.
CHS owns export terminals, river terminals, and elevators involved in the handling and transport of grain. River terminals at St. Paul, Savage, and Winona, Minnesota, and Davenport, Iowa are used to load grains onto barges for shipment to both domestic and export customers via the Mississippi River System.
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Grain Marketing purchases most of its grain during the summer and fall harvest period. Because of the Companys geographic location and the fact that it is further from its export facilities, grain tends to be sold later than in other parts of the country. However, as many producers have significant on-farm storage capacity and in light of the Companys own storage capacity, the Grain Marketing business segment buys and ships grain throughout the year. Due to the amount of grain purchased and held in inventory, the Grain Marketing business segment has significant working capital needs at various times of the year. The amount of borrowings for this purpose, and the interest rate charged on those borrowings, directly affect the profitability of the Grain Marketing segment.
Products and Services
The primary grains purchased by the Grain Marketing business segment for the year ended August 31, 2003 were corn (412 million bushels), wheat (329 million bushels) and soybeans (245 million bushels). Of the total grains purchased by the Grain Marketing business segment during the year ended August 31, 2003, 508 million bushels were purchased from the Companys individual and cooperative association members, 204 million bushels were purchased from the Country Operations and Services business segment and the remainder were purchased from third parties.
Sales and Marketing; Customers
Purchasers include domestic and foreign millers, maltsters, feeders, crushers, and other processors. To a much lesser extent purchasers include intermediaries and distributors. Grain Marketing operations are not dependent on any one customer. The Grain Marketing segment has supply relationships calling for delivery of grain at prevailing market prices.
Industry; Competition
The Grain Marketing business segment competes for both the purchase and sale of grain. Competition is intense and margins are low. Some competitors are integrated food producers, which may also be customers. A few major competitors have substantially greater financial resources than the Company.
In the purchase of grain from producers, location of the delivery facility is a prime consideration, but producers are increasingly willing to truck grain longer distances for sale. Price is affected by the capabilities of the facility; for example, if it is cheaper to deliver to a customer by unit train than by truck, a facility with unit train capability provides a price advantage. The Company believes that its relationships with individual members serviced by local Country Operations and Services locations and with cooperative members gives it a broad origination capability.
The Grain Marketing business segment competes for grain sales based on price, services and ability to provide the desired quantity and quality of grains. Location of facilities is a major factor in the ability to compete. Grain marketing operations compete with numerous grain merchandisers, including major grain merchandising companies such as Archer Daniels Midland (ADM), Cargill, Incorporated (Cargill), ConAgra, Bunge and Louis Dreyfus, each of which handle grain volumes of more than one billion bushels annually.
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The results of the grain marketing business may be adversely affected by relative levels of supply and demand, both domestic and international, commodity price levels (including grain prices reported on national markets) and transportation costs and conditions. Supply is affected by weather conditions, disease, insect damage, acreage planted and government regulations and policies. Demand may be affected by foreign governments and their programs, relationships of foreign countries with the United States, the affluence of foreign countries, acts of war, currency exchange fluctuations and substitution of commodities. Demand may also be affected by changes in eating habits, by population growth, and by increased or decreased per capita consumption of some products.
Summary Operating Results
Summary operating results and identifiable assets for the Grain Marketing business segment for the fiscal years ended August 31, 2003, 2002 and 2001 are shown below:
| 2003 | 2002 | 2001 | |||||||||||
| (dollars in thousands) | |||||||||||||
|
Revenues:
|
|||||||||||||
|
Net sales
|
$ | 4,139,226 | $ | 3,281,469 | $ | 3,416,239 | |||||||
|
Patronage dividends
|
218 | 497 | 840 | ||||||||||
|
Other revenues
|
25,458 | 21,902 | 22,964 | ||||||||||
| 4,164,902 | 3,303,868 | 3,440,043 | |||||||||||