FCStone 10Q/A 2006 Q1 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2005

¨	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 000-51099

FCStone Group, Inc.

(Exact name of registrant as specified in its charter)

Iowa

42-1091210

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

2829 Westown Parkway, Suite 200

West Des Moines, Iowa 50266

(515) 223-3788

(Address of Principal Executive Offices, including zip code; registrant’s telephone number, including area code)

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) with the Commission, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one:)

Large accelerated filer ¨ Accelerated Filer ¨ Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

There is currently no public market for the registrant’s securities. As of December 31, 2005, the registrant had 4,829,679 shares of common stock outstanding.

EXPLANATORY NOTE

This Quarterly Report on Form 10-Q/A (“Form 10-Q/A”) is being filed as Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended November 30, 2005, which was filed with the Securities and Exchange Commission (“SEC”) on January 13, 2006 (the “Original Filing”). We are filing this Amendment No. 1 to restate our unaudited consolidated financial statements for the three months ended November 30, 2005, and the consolidated statement of financial condition as of August 31, 2005, to correct an incorrect accounting method used by the Company for the classification of common stock held by the FCStone Group Employee Stock Ownership Plan (the “ESOP”). Pursuant to §210.5-02 (28) of Regulation S-X, shares of our common stock held by the FCStone Group Employee Stock Ownership plan should be classified as “Redeemable common stock held by employee stock ownership plan (ESOP)” on the Company’s Consolidated and Condensed Statements of Financial Condition as of August 31, 2005 and unaudited Consolidated Statement of Financial Condition as of November 30, 2005 included in the Company’s Original Filing. Pursuant to §210.5-02 (28), “Redeemable common stock held by employee stock ownership plan (ESOP)” will not be presented as permanent capital with “Stockholders’ equity.”

The following section in this report has been amended as a result of the restatement:

Part I – Item 1. Financial Statements;

Part I – Item 2. Management’s Discussion of Analysis of Financial Condition and Results of Operations; and

Part I – Item 4. Controls and Procedures

For the convenience of the reader, this Form 10-Q/A sets forth the Original Filing in its entirety. However, this Form 10-Q/A only amends and restates the Items described above to reflect the effects of the restatement, and we have not modified or updated other disclosures presented in our Original Filing. Accordingly, this Amendment No. 1 does not reflect events occurring after the filing of our Original Filing and does not modify or update those disclosures affected by subsequent events, except as specifically referenced herein. Information not affected by this restatement is unchanged and reflects the disclosures made at the time of the Original Filing on January 13, 2006.


		Page
PART I –FINANCIAL INFORMATION
Item 1.Financial Statements		3
Consolidated Statements of Financial Condition – November 30, 2005 and August 31, 2005		3
Consolidated Statements of Operations – Three Months Ended November 30, 2005 and 2004		4
Consolidated Statements of Cash Flows – Three Months Ended November 30, 2005 and 2004		5
Notes to Consolidated Financial Statements		6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3.Quantitative and Qualitative Disclosures About Market Risk		18
Item 4.Controls and Procedures		19

PART II –OTHER INFORMATION
Item 1.Legal Proceedings		20
Item 6.Exhibits		21
SIGNATURES		22

Part I. Financial Information

Item 1. Financial Statements

FCSTONE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share amounts)


	November 30, 2005			August 31, 2005
	(Unaudited)
	(Restated)			(Restated)
ASSETS
Cash and cash equivalents
Unrestricted	$	31,610		$	25,145
Restricted		1,410			1,410
Segregated		8,514			10,509
Commodity accounts receivable
Commodity exchanges and clearing organizations - customer segregated, including United States treasury bills and notes		372,073			396,446
Proprietary commodity accounts		21,914			18,028
Customer regulated accounts in deficit secured by U.S. treasury bills and notes		5,618			6,351

Total commodity deposits and accounts receivable		399,605			420,825

Marketable securities, at fair value – customer segregated and other		200,370			192,328
Accounts receivable and advances on grain		99,682			110,246
Notes receivable		31,724			632
Inventories – grain and fuel		28,187			14,605
Exchange memberships, at cost		1,730			1,730
Furniture, equipment and improvements, net		8,111			8,206
Deferred income taxes		4,203			8,206
Investments in affiliates and others		1,721			1,726
Investments in cooperatives		1,843			1,843
Other assets		3,433			3,304

Total Assets	$	822,143		$	805,522

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Checks written in excess of bank balance	$	5,077		$	4,880
Commodity and customer regulated accounts payable		546,507			549,200
Trade accounts payable and advances		109,733			129,715
Accrued expenses		22,357			20,764
Notes payable		73,224			36,911
Subordinated debt		3,500			5,500
Obligations under capital leases		3,987			4,125

Total Liabilities		764,385			751,095


Minority interest		4,703			4,755
Redeemable common stock held by employee stock ownership plan (ESOP) (notes 2 and 8)		4,487			4,487

Stockholders’ equity:
Common stock, no par value, authorized 20,000,000, issued and outstanding 4,828,279 shares at November 30, 2005 and August 31, 2005, respectively		21,524			21,524
Accumulated other comprehensive loss		(4,555	)		(4,555	)
Retained earnings		36,086			32,703

		53,055			49,672
Less maximum cash obligation related to ESOP shares (notes 2 and 8)		(4,487	)		(4,487	)

Total stockholders’ equity		48,568			45,185

Commitments and contingencies

Total liabilities and stockholders’ equity	$	822,143		$	805,522

See notes to unaudited consolidated financial statements.

FCSTONE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands except per share amounts)


	Three Months Ended November 30,
	2005			2004
Revenues:
Commissions – commodity futures and options	$	15,477		$	13,519
Service, consulting and brokerage fees		6,984			2,934
Clearing and transaction fees		6,921			4,871
Interest		4,257			1,243
Other		495			716
Sales of commodities		315,215			422,005

Total revenues		349,349			445,288

Costs and expenses:
Cost of commodities sold		310,615			417,452
Employee compensation and broker commissions		9,666			7,754
Pit brokerage and clearing fees		10,006			7,704
Introducing broker commissions		3,980			3,039
Employee benefits and payroll taxes		2,201			1,733
Office, equipment and facilities rent and expenses		1,755			1,636
Communications and marketing information		829			812
Interest		1,168			600
Travel and related		806			498
Depreciation and amortization		392			388
Bad debt expense		255			713
Other operating expenses		2,305			1,387

Total costs and expenses		343,978			443,716

Income before income tax expense and minority interest		5,371			1,572
Minority interest		(52	)		52

Income after minority interest and before income tax expense		5,423			1,520
Income tax expense		2,040			590

Net income	$	3,383		$	930


Basic and diluted shares outstanding (note 5)		4,828			4,309

Basic and diluted earnings per share	$	0.70		$	0.22

See notes to unaudited consolidated financial statements.

FCSTONE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Three months ended November 30,
	2005			2004
Cash flows from operating activities:
Net income	$	3,383		$	930
Depreciation and amortization		392			388
Minority interest, net of distributions		(52	)		52
Change in commodity accounts receivable/payable, marketable securities and customer segregated funds, net		12,480			(3,391	)
Decrease (increase) in accounts receivable and advances on grain		10,564			(5,762	)
Increase in inventory – grain and fuel		(13,582	)		(17,489	)
Increase in other assets		(319	)		(69	)
(Decrease) increase in accounts payable		(19,982	)		43,500
Increase (decrease) in accrued expenses		1,593			(1,512	)

Net cash (used in) provided by operating activities	$	(5,523	)	$	16,647

Cash flows from investing activities:
Purchase of furniture, equipment, and improvements		(297	)		(112	)
Issuance of notes receivable, net		(22,092	)		(6,427	)
Distributions from affiliates		5

Net cash used in investing activities		(22,384	)		(6,539	)

Cash flows from financing activities:
Increase in checks written in excess of bank balance		197			1,097
Proceeds from (payments on) note payable, net		36,313			(3,684	)
Payment for redemption of stock		—			(8	)
Payment of prior year patronage		—			(404	)
Payments under capital lease		(138	)		(137	)
Payments on subordinated debt		(2,000	)		(2,250	)

Net cash provided by (used in) financing activities		34,372			(5,386	)

Net increase in cash and cash equivalents – unrestricted		6,465			4,722
Cash and cash equivalents – unrestricted – beginning of period		25,145			7,943

Cash and cash equivalents – unrestricted – end of period	$	31,610		$	12,665

Supplemental disclosures of cash flow information:
Interest paid	$	847		$	631
Income taxes paid		—			—

See notes to unaudited consolidated financial statements.

FCSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of FCStone Group, Inc. and subsidiaries (the Company) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and represent the consolidation of all companies in which the Company has a controlling interest. The Company also has minority holdings in three other entities, all of which are carried under the equity method. Certain information and disclosures normally included in comprehensive financial statements, prepared in accordance with U.S. generally accepted accounting principles (US GAAP), have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows for the periods presented. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s latest annual report on Form 10-K as filed with the Securities and Exchange Commission on November 29, 2005.

USE OF ESTIMATES

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain amounts, as reported in the prior year’s financial statements, have been reclassified to conform with the current year presentation.

2. RESTATEMENT

The Consolidated Statements of Financial Condition as of August 31, 2005 and November 30, 2005 have been restated to reclassify 448,692 of shares of common stock, owned by the ESOP, separate from permanent stockholders’ equity. Management determined that the redemption features for shares held by the ESOP as of those dates, with a value of $4,486,920, respectively, are not solely within the control of the Company, thus requiring presentation as temporary equity. This restatement has no impact on the Company’s results of operations, net cash flows from operating, investing and financing activities, or compliance with covenants related to any credit facilities for the fiscal year ended August 31, 2005 or three month period ended November 30, 2005.

The following table summarizes the impact of the restatements on the financial statements:


	As previously reported			As restated
	August 31, 2005			August 31, 2005
	(In thousands)
Consolidated Statement of Financial Condition:
Redeemable common stock held by ESOP	$	—		$	4,487

Stockholders’ Equity:
Common stock, no par value		21,524			21,524
Accumulated other comprehensive loss		(4,555	)		(4,555	)
Retained earnings		32,703			32,703
Maximum cash obligation related to ESOP shares		—			(4,487	)

Total stockholders’ equity	$	49,672		$	45,185


	As previously reported			As restated
	November 30, 2005			November 30, 2005
	(In thousands)
Consolidated Statement of Financial Condition:
Redeemable common stock held by ESOP	$	—		$	4,487

Stockholders’ Equity:
Common stock, no par value		21,524			21,524
Accumulated other comprehensive loss		(4,555	)		(4,555	)
Retained earnings		36,086			36,086
Maximum cash obligation related to ESOP shares		—			(4,487	)

Total stockholders’ equity	$	53,055		$	48,568

3. PENSION PLANS

The Company has a noncontributory retirement plan, which is a defined benefit plan that covers substantially all employees. Additionally, the Company has a nonqualified noncontributory retirement plan covering certain executive employees. The Company’s policy is to fund amounts that are intended to provide for benefits attributed to service to date. Pension expense for the three month periods ended November 30, 2005 and 2004 for the defined benefit plans consists of the following components:


	Three months ended November 30,
	2005		2004
Service cost	$	510,882	$	427,232
Interest cost		328,755		285,950
Less expected return on plan assets		306,231		243,076
Net amortization and deferral		229,776		109,733

Net periodic pension expense	$	763,182	$	579,839

4. INVENTORIES

Grain inventories are carried at market value, which is net realizable value (NRV). NRV is determined by estimating selling prices in the applicable market location and related costs of disposal in the ordinary course of business. Realized and unrealized gains and losses on futures contracts are credited or charged to current cost of sales.

Fuel inventory is recorded at the lower of cost or market using the weighted average method.

A summary of inventories as of November 30, 2005 and August 31, 2005 are as follows:


	November 30, 2005		August 31, 2005
Grain	$	28,187,477	$	14,140,786
Fuel		—		464,315

	$	28,187,477	$	14,605,101

5. EARNINGS PER SHARE

Earnings per share has been presented in the accompanying Consolidated Statement of Operations. The calculation of the basic and diluted shares outstanding for the three-month period ended November 30, 2004, assumes the shares issued as a result of the restructuring (see Note 8) had been issued and outstanding for the full year.

6. OPERATING SEGMENT INFORMATION

The Company reports its operating segments based on services provided to customers, which includes Commodity and Risk Management Services, Clearing and Execution Services, Grain Merchandising, and Financial Services. The Commodity and Risk Management Services segment offers commodity services to its customers, with an emphasis on risk management using futures, options and other derivative instruments traded on exchanges and through over-the-counter markets. The Clearing and Execution Services segment offers low-cost clearing and direct execution services to commodities firms, fund operators, commodities traders and others. The Grain Merchandising segment acts as a dealer in, and manager of, physical grain and fertilizer in the United States and international markets. The Financial Services segment offers financing and facilitation for customers to finance the purchase of commodities.

Reconciling Amounts represent the elimination of interest income and expense, and commission income and expense between segments. Such transactions are conducted at market prices to more accurately evaluate the profitability of the individual business segments. Additionally, certain assets consisting primarily of commodity deposits and accounts receivable, notes receivable, and amounts due from affiliates between segments have been eliminated.

The following table presents the significant items by operating segment for the results of operations for the three month periods ended November 30, 2005 and 2004, respectively:


	Commodity & Risk Management Services		Clearing & Execution Services		Grain Merchandising			Financial Services			Corporate & Other			Reconciling Amounts			Total
	(in thousands)
November 30, 2005

Total Revenues	$	19,177	$	17,250	$	308,960		$	4,551		$	37		$	(626	)	$	349,349
Interest Revenue		1,667		2,225		21			650			37			(343	)		4,257
Interest Expense		17		81		777			563			73			(343	)		1,168
Income (loss) before minority interest and income taxes		4,422		2,380		(2	)		(104	)		(1,325	)		—			5,371
Total Assets		247,266		449,990		98,356			60,199			8,958			(42,626	)		822,143

November 30, 2004

Total Revenues	$	22,795	$	11,863	$	402,851		$	8,093		$	19		$	(333	)	$	445,288
Interest Revenue		412		720		50			72			19			(30	)		1,243
Interest Expense		16		86		413			75			40			(30	)		600
Income (loss) before minority interest and income taxes		1,559		856		250			(65	)		(1,028	)		—			1,572
Total Assets	$	187,950	$	296,064	$	131,983		$	15,965		$	6,020		$	(19,135	)

7. CONTINGENCIES

On August 21, 2003, August 21, 2003, September 23, 2003, October 16, 2003, and July 16, 2004, Euro-Maritime Chartering, Inc. filed five separate claims under the arbitration facility established by the London Maritime Arbitrators Association of London, England, alleging a breach by FGDI, LLC (“FGDI”) of charter party agreements regarding five vessels and seeking to recover damages of $242,655, $230,863, $769,302, $649,031 and $403,167, respectively. Euro-Maritime Chartering alleges that these damages arise from detention and demurrage encountered at China ports with respect to cargos that FGDI sold to Chinese buyers. FGDI does not dispute the demurrage claims, which are estimated to total approximately $690,000. FGDI claims that, under the sales contracts with the Chinese buyers, any detention and demurrage charges were for the account of the buyers. FGDI has collected deposits from the Chinese buyers in the total amount of $669,436, which are being held pending resolution of the detention claims. FGDI intends to vigorously defend the detention claims and believes that it has meritorious defenses. If the claimant prevails on any of the detention claims, or otherwise in amounts above the corresponding deposit, FGDI expects to seek collection of such amounts from the buyers.

On December 13, 2003, Liaoyang Edible Oils filed a claim in arbitration under the arbitration facility established by the Federation of Oils, Seeds and Fats Associations Ltd. of Hong Kong alleging a breach of a sales contract by FGDI and seeking to recover damages of $1,125,000, of which $55,475 was not disputed as due under the contract. Liaoyang Edible Oils alleged that these damages arose out of disputes related to the final pricing of the contract. On December 15, 2005 the arbitration panel rendered a decision, dismissing the claim for pricing damages, but also doing its own accounting under the contact, and making an award to claimant of approximately $175,000 which has been accrued for during the current three-month period ending November 30, 2005. The award bears interest and a partial award of attorneys fees and costs was also made in an amount not yet quantified. The arbitration award is subject to appeal, but it is not known if claimant will appeal, and FGDI has not yet decided if it will appeal.

On December 9, 2004, Xiamen Zhonge Industry Co., Ltd. (Xiamen) filed a claim in arbitration under the arbitration facility established by the Federation of Oils, Seeds and Fats Associations Ltd. of Hong Kong. Xiamen’s claim alleges that FGDI breached its duty to accept pricing instructions provided by Xiamen to FGDI. FGDI has submitted a statement of defense and counterclaim, to which Xiamen has replied with a modified claim. FGDI intends to vigorously defend this claim.

Management is currently unable to predict the outcome of these claims and, with the exception of the claim in which an arbitration panel has rendered a decision, believes their current status does not warrant accrual under the guidance of Statement on Financial Accounting Standards No. 5,Accounting for Contingencies, since the amount of any liability is neither probable nor reasonably estimable. As such, with the exception of the amount recorded as a result of the arbitration panel’s decision, no amounts have been accrued in the financial statements. Management intends to vigorously defend these claims and will continue to monitor the result of arbitration and assess the need for future accruals.

From time to time and in the ordinary course of its business, we are a plaintiff or are a defendant in other legal proceedings related to various issues, including worker’s compensation claims, tort claims and contractual disputes. With the exception of the matters discussed above, we are not aware of other potential claims that could result in the commencement of material legal proceedings. We carry insurance that provides protection against certain types of claims, up to the policy limits of our insurance. In the opinion of management, liabilities, if any, arising from existing litigation and claims will not have a material effect on the Company’s earnings, financial position or liquidity.

8. RESTRUCTURING AND EMPLOYEE STOCK OWNERSHIP PLAN

On March 1, 2005, the voting stockholder/members of the Company approved the restructuring of the Company by terminating the Company’s cooperative status and ending the patronage-based rights accruing to the Company’s members. Pursuant to the restructuring, stockholders and subscribers received on April 15, 2005, 500 shares of new common stock for each fully-paid share of Class A common stock, $5,000 par value, 10,000 shares of new common stock for each fully-paid share of Class B common stock, $100,000 par value, one share of new common stock for each $10.00 of paid subscription and one share of new common stock for each $10.00 par value of preferred stock held. Membership interests in the Company represented by patronage-based rights as of August 31, 2004, were converted on April 15, 2005 into (i) shares of new common stock based on an appraised value and relative patronage; and (ii) subscription rights exercisable at a purchase price of $10.00 per share within 60 days after the distribution of new common stock and subscription rights. The Company distributed 4,310,237 shares of new common stock on April 15, 2005 pursuant to the restructuring. The Company commenced the subscription rights offering on April 15, 2005 and the offering continued until June 29, 2005 with 174,372 shares sold and $1,743,720 of equity raised.

In June 2005, the Company formed an employee stock ownership plan (ESOP) and filed a Form S-8 Registration Statement in order to provide employee incentives and an additional capital infusion to the Company. Generally, employees of the Company or any participating affiliates who meet the criteria defined in the ESOP are eligible. Eligible participants were able to elect to make a one-time irrevocable transfer of a portion of their 401(k) Plan to the ESOP. The amount of the transfer was limited to no more than one-third (1/3) of the eligible participant’s 401(k) Plan account balance. The ESOP intends to operate on a plan year which corresponds to the calendar year. For plan years beginning after December 31, 2005, the Company will make matching contributions to the ESOP in an amount equal to 50% of each participant’s eligible elective deferral contribution to the 401(k) Plan. Dividends received with respect to shares of Company Stock allocated to participants’ account s in the ESOP will be credited to such participants’ accounts annually on the basis of the number of shares of Company Stock allocated to each such participant’s account. The initial ESOP stock sale was consummated as of August 26, 2005, with the ESOP purchasing from the Company 448,692 shares of common stock at a purchase price of $10.00 per share, for an aggregate of $4,486,920. In the event a terminated plan participant, whether by death, disability, retirement or other termination, desires to sell his or her shares of Company stock, the Company may be required to purchase the shares from the participant at their appraised value. To the extent that shares of common stock held by the ESOP are not readily tradeable, a sponsor must reflect the maximum cash obligation related to those securities outside of stockholders’ equity as temporary equity. The Company and the ESOP obtain an annual valuation in connection with the administration of the ESOP. The annual valuation will have the effect of increasing or decreasing the maximum cash obligation related to ESOP shares. This change in the value of ESOP shares is adjusted through stockholders’ equity, and therefore has no impact on net income in the Consolidated Statement of Operations. As of November 30, 2005, the shares held by the ESOP, fair value and maximum cash obligation were as follows:


Shares held by the ESOP		448,692
Fair value per share	$	10.00
Maximum cash obligation	$	4,486,920

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a commodities risk management and trading company headquartered in West Des Moines, Iowa. Risk management is designed to identify and then limit and control the potential factors that could negatively impact the success of a business. Our chief function is to research, recognize and quantify the potential commodity risks involved in our customers’ operations, then plan and execute programs that effectively mitigate those risks by capping operational expenses and maximizing margin opportunities. While the Company’s initial business was centered on the risks of grain marketing of domestic elevators, today’s programs are designed to serve a much broader commodity spectrum including grain and livestock, dairy, the entire energy complex, ingredient users, food processors, and other commodity end-users. The Company utilizes all of the tools of the commodities marketplace, including exchange-traded futures and options, cash and physical commodity trades, and over-the-counter (“OTC”) derivatives to provide risk management services to our customers for their businesses. We also offer direct execution clearing services to commodities firms, traders, fund operators and others. Our grain merchandising operations facilitate the movement of grain from an originator to fill the demand of an end-user. This approach offers opportunities to add value for our customers by merchandising their inventories as far into the marketing pipeline as possible. We also offer financing and facilitation for customers to carry energy, grain and other commodities through sale/repurchase agreements, transactional commodity finance arrangements and processing and tolling arrangements.

Our revenues are derived from: (1) commissions for futures and option trades, (2) service and consulting fees, (3) brokerage mark-ups on over-the-counter and commodities trades, (4) fees for clearing customers’ direct trades, (5) the sale of grain, fuel and other commodities, (6) interest income on margin funds deposited with the various commodity exchanges, and (7) interest and other income from commodity finance transactions. As a service company, our expenses primarily consist of employee compensation and broker commissions and their related fringe benefits and payroll taxes. As commission expenses are directly related to revenues, they are for the most part a variable expense, as are the pit brokerage and clearing fees expense as they are directly related to the number of futures exchange trades. Other significant operating expenses consist of communications, marketing information, travel, office and equipment rent and marketing and promotion.

Recent Developments, Market Trends and Capital

Prior to our conversion from a cooperative, we realized a significant increase in our “nonmember” business revenues, especially over the five years prior to the conversion. This increase is a result of the Company expanding our risk management services into other commodities in addition to our traditional grain marketing base. We expect this trend to continue at an accelerated rate, as we offer more risk management programs and services to other industries and companies to help them manage their commodity risks. We have also seen a consolidation in the commodity exchange clearing business, which has allowed us to capture additional customers and business, and we believe this trend will continue.

Customer deposits and accounts receivable related to our Commodity and Risk Management Services and Clearing and Execution Services segments have grown from $127 million at the beginning of FY 2001 to $400 million at November 30, 2005. As these segments continue to grow, we anticipate needing additional regulatory capital to meet Commodity Futures Trading Commission (CFTC) requirements. Because of the need to finance our continued growth, in FY2005 we restructured our company to no longer operate on a cooperative basis (as described in the Registration on Form S-4 filed with the Commission on August 18, 2004, as amended). We exchanged new common stock for the then outstanding common and preferred stock and patronage-based rights of our members. The Company then commenced a subscription rights offering on April 15, 2005, and the offering continued until June 29, 2005, with approximately 174,000 shares sold and $1.7 million of equity raised. In June 2005, the Company formed an employee stock ownership plan (ESOP) in order to provide employee incentives and an additional capital infusion to the Company. The initial ESOP stock sale was consummated in August 2005, raising approximately $4.5 million. As a result of the exercise of member subscription rights and the initial ESOP investment, the Company raised approximately $6.2 million.

Although the expansion of our services to other industries and to foreign markets does require additional personnel and related expenses, it does not generally require any significant capital expenditures. Our primary capital concern is meeting CFTC regulatory requirements arising from our anticipated increased business. We expect our new business structure to alleviate most of these concerns. In addition, with the ESOP in place, we also expect to raise an additional $1 million annually in equity capital from ESOP common stock purchases. This amount, plus our ability to better control annual dividends based upon net earnings, should provide the Company with significant annual additions to capital resources. With the additional capital from sources noted above and the expected capital resources generated annually through the ESOP and operations, we anticipate meeting our expected growth capital needs for the next several years.

With our new structure in place, we have the flexibility to raise capital in a more timely manner through a stock or debt offering to our current stockholders or others approved by our board of directors. Although we have no current plans for such an offering, management believes that the availability of such capital raising mechanisms will allow the Company to be more flexible and competitive in the future.

Results of Operations

Three Months Ended November 30, 2005 Compared to Three Months Ended November 30, 2004

Revenues

Revenues totaled $349.3 million for the three month period ended November 30, 2005 compared to $445.3 million for the three-month period ended November 30, 2004, a decrease of $96.0 million or 21.6%. This decrease was primarily a result of an 11.6 million or 14.8% decrease in grain bushels handled, which accounted for a revenue decrease of $93.6 million. Although the $93.6 million decrease in grain sales was a significant amount when compared to total revenues, the cost of grain sold also decreased $93.4 million. The decreased grain sales and cost of sales results from the decline in bushels handled, and had little effect on net income, as the grain gross profit remained relatively consistent. Fuel sales were down $9.0 million as the Company sold 4.6 million fewer gallons than in the prior comparative period and transactional commodity revenues in our Financial Services segment were down $4.2 million. Commissions were up $2.0 million due to higher trade volume, and clearing and transaction fees were up $2.0 million on higher trade volume in the clearing and execution services segment. Service, consulting and brokerage fees were $4.1 million higher due to increased volume from both new and existing customers. Interest income was up $3.0 million due to higher short term interest rates, additional customer margin deposits, and increased activity in the grain inventory financing program.

Costs and Expenses

Cost of Commodities Sold. Cost of commodities sold totaled $310.6 million for the three month period ended November 30, 2005 compared to $417.5 million for the three month period ended November 30, 2004, a decrease of $106.9 million or 25.6%. This decrease was primarily a result of lower grain and fuel volumes sold.

Employee Compensation and Broker Commissions. Employee compensation and broker commissions were $9.7 million for the three month period ended November 30, 2005 compared to $7.8 million for the three month period ended November 30, 2004, an increase of $1.9 million or 24.4%. This increase was primarily a result of increased broker commissions due to the higher revenues at both the Company’s commodity and risk management services and clearing and execution services segments.

Pit Brokerage and Clearing Fees. The increase of pit brokerage and clearing fees from $7.7 million for the three month period ended November 30, 2004 to $10.0 million for the three month period ending November 30, 2005 is entirely related to increased commissions and clearing and transaction fee revenues.

Introducing Broker Commissions. Introducing Broker (IB) commissions’ expenses are directly related to the commission income generated by the introducing broker customers of the Company. Such expenses increased from $3.0 million for the three month period ended November 30, 2004 to $4.0 million for the three month period ended November 30, 2005 due primarily to increased commissions from IB customers in the clearing and execution services segment.

Interest. Interest expense increased to $1.2 million for the three month period ended November 30, 2005 from $0.6 million for the three month period ending November 30, 2004 due primarily to higher short term interest rates and higher borrowings as a result of increased activity in the grain inventory financing program.

Other Operating Expenses. Other operating expenses were $8.5 million for the three month period ended November 30, 2005 compared to $7.2 million for the three month period ended November 30, 2004, an increase of $1.3 million. This increase was primarily a result of an increase in the Company’s advertising and promotion costs of $0.5 million, employee benefits and payroll taxes of $0.5 million, travel expense of $0.3 million, and professional fees of $0.3 million. Offsetting these increases was a $0.5 million decrease in bad debt expense.

Income Tax Expense. Our provision for income taxes for the three-month period ended November 30, 2005 increased over 2004, due to higher income before income tax expense in the three month period ended November 30, 2005. The effective tax rate was 37.6% in 2005 and 38.8% in 2004.

Operations by Segment

Three months Ended November 30, 2005 Compared to Three months Ended November 30, 2004.

Our reportable operating segments consist of Commodity and Risk Management Services, Clearing and Execution Services, Grain Merchandising, Financial Services and Corporate and Other. We include the earnings of equity affiliates that are closely associated with our operating segments in the respective segment’s net income. Segment amounts exclude revenues, expenses and equity earnings not specifically identifiable to segments. These amounts are included in the Corporate and Other segment.

We prepared the financial results for our operating segments on a basis that is consistent with the manner in which we internally disaggregate financial information to assist in making internal operating decisions. We have allocated certain common expenses amount segments differently than we would for stand-alone financial information prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Segment income before income taxes may not be consistent with measures used by other companies. The accounting policies of our operating segments are the same as those applied in the consolidated financial statements.

The following table and discussion provides a summary of each segment’s revenues, costs and expenses, and income before taxes; and compares the operating results for the three-months ended November 30, 2005 and 2004:


Three months ended:	Commodity & Risk Management Services		Clearing & Execution Services		Grain Merchandising			Financial Services			Corporate & Other			Reconciling Amounts			Total
	(in thousands)
November 30, 2005

Revenues	$	19,177	$	17,250	$	308,960		$	4,551		$	37		$	(626	)	$	349,349
Costs and expenses		14,755		14,870		308,962			4,655			1,362			(626	)		343,978
Income (loss) before minority interest and income taxes		4,422		2,380		(2	)		(104	)		(1,325	)		—			5,371
Minority interest		—		—		—			(52	)		—			—			(52	)
Income (loss) before income taxes		4,422		2,380		(2	)		(52	)		(1,325	)		—			5,423

Grain bushels						66,655
Gross profit on grain sales						4,266

November 30, 2004

Revenues	$	22,795	$	11,863	$	402,851		$	8,093		$	19		$	(333	)	$	445,288
Costs and expenses		21,236		11,007		402,601			8,158			1,047			(333	)		443,716
Income (loss) before minority interest and income taxes		1,559		856		250			(65	)		(1,028	)		—			1,572
Minority interest		—		—		75			(23	)		—			—			52
Income (loss) before income taxes		1,559		856		175			(42	)		(1,028	)		—			1,520

Grain bushels						78,267
Gross profit on grain sales						4,381

Commodity and Risk Management Services. Our Commodity and Risk Management Services segment offers commodity services to our customers, with an emphasis on risk management using futures, options and other derivative instruments.

Revenues totaled $19.2 million for the three-month period ended November 30, 2005 compared to $22.8 million for the three month period ended November 30, 2004, a decrease of $3.6 million or 15.8%. This decrease was primarily a result of the Company’s much lower fuel sales of approximately $9.0 million as the Company is moving more towards traditional brokerage services, rather than serving as a principal in fuel sales. Service, consulting and brokerage fees were up $4.1 million and futures commissions were up $0.5 million as a result of increased volume from both new and existing customers primarily as a result of volatility in the energy related commodities. Interest income increased by $1.3 million due to higher short term interest rates and higher customer margin deposits over the prior year period.

Operating expenses were lower at $14.8 million for the three month period ended November 30, 2005 compared to $21.2 million for the three month period ended November 30, 2004, a decrease of $6.4 million. The reduced volume of fuel sold of 4.6 million gallons caused $9.2 million of this decrease. This was partially offset by increases in employee compensation and broker commissions of $1.5 million due to higher broker commissions on increased futures commissions and service, consulting and brokerage fees.

Clearing and Execution Services. The Clearing and Execution Services segment offers low-cost clearing and direct execution services to commodities firms, fund operators, commodities traders and others.

Revenues totaled $17.3 million for the three month period ended November 30, 2005 compared to $11.9 million for the three month period ended November 30, 2004, an increase of $5.4 million or 45.4%. This increase was due to higher commissions of $1.5 million and higher transaction fees of $2.4 million due to volume increases as a result of volatility in the energy related commodities, and increased interest income of $1.5 million due to higher short term interest rates and much higher customer margin deposits for this segment.

Operating expenses were higher at $14.9 million for the three month period ended November 30, 2005 compared to $11.0 million for the three month period ended November 30, 2004, an increase of $3.9 million. The increase was primarily a result of volume related additional pit brokerage and clearing fees of $2.6 million and introducing broker commissions of $0.8 million, and increased salaries, wages and related benefits of $0.2 million.

Grain Merchandising. The Grain Merchandising segment acts as a dealer in, and manager of, physical grain and fertilizer through a majority interest in FGDI, LLC. FGDI acts as a grain dealer in the United States and international markets, primarily in Canada, Latin America and the Far East and also manages a pool of grain originated by a group of elevators in Texas.

Gross profit was $4.3 million and $4.4 million for the three-month periods ended November 30, 2005 and 2004, respectively. The gross profit remained consistent despite the decrease in bushels merchandised from 78.3 million for the three month period ended November 30, 2004 to 66.7 million for the three-month period ended November 30, 2005.

Operating expenses were $4.4 million for the three month period ended November 30, 2005 and $4.6 million for the three month period ended November 30, 2004 a decrease of $0.2 million. This decrease reflects that no bad debt expense was recorded for the current quarter, compared to the $0.7 million charge taken in the three-month period ending November 30, 2004. Offsetting this decrease were increases in legal and professional fees and interest expense of $0.2 million and $0.4 million, respectively.

Financial Services. The Financial Services segment offers financing and facilitation for customers to carry commodities through the use of sale/repurchase agreements whereby we purchase grain evidenced by warehouse receipts subject to a simultaneous agreement to resell such grain to the seller at a later date. Additionally, we offer clients specialized financing through transactional commodity finance arrangements and processing and tolling arrangements. Historically, this segment was primarily entering into sale/repurchase agreements whereby it purchased grain evidenced by warehouse receipts. In late 2004, this segment, through the recently formed subsidiary FCStone Merchant Services, LLC, began engaging in similar transactions in energy, grain and other commodities, as well as transactions where it shares in commodity profits with customers in exchange for financial support.

Revenues totaled $4.6 million for the three month period ended November 30, 2005 compared to $8.1 million for the three month period ended November 30, 2004, a decrease of $3.5 million. This decrease is primarily the result of a $4.2 million decrease in revenue from financing arrangements the Company offers through FCStone Merchant Services, LLC, initiating transactional commodity financing arrangements in energy, grain and other commodities. Offsetting this decrease was a $0.6 million increase in interest revenue from increased activity in the grain inventory financing program.

Operating expenses totaled $4.7 million for the three month period ended November 30, 2005 compared to $8.2 million for the three month period ended November 30, 2004, a decrease of $3.5 million. This decrease is primarily the result of a $4.1 million decrease in expenses from the commodity financing arrangements the Company offers through FCStone Merchant Services, LLC, offset by a $0.5 million increase in interest expense from increased activity in the grain financing program.

Corporate and Other. The Corporate and Other segment generated insignificant amounts of revenue, comprised of interest income for the three month period ended November 30, 2005 and 2004. Operating expenses increased $0.3 million for the three month period ended November 30, 2005 over the three months ended November 30, 2004 primarily due to higher employee compensation and related benefits.

Liquidity and Capital Resources

The following table presents a summary of unrestricted cash flows for the three months ended November 30, 2005 compared to the three months ended November 30, 2004.


	Three months ended November 30,
	2005			2004
	(dollars in thousands)
Cash Flows provided by (used in):
Operating Activities	$	(5,523	)	$	16,647
Investing Activities		(22,384	)		(6,539	)
Financing Activities		34,372			(5,386	)

Net Increase in cash and cash equivalents - unrestricted	$	6,465		$	4,722

Our principal sources of liquidity are from internally generated funds from operations and from borrowings under various credit facilities. We expect that cash on hand, internally generated cash flow, and available credit from third-party financing agreements will provide sufficient funds for operating and recurring cash needs (including working capital, capital expenditures and debt repayments) into the foreseeable future. We have approximately $377 million available under current credit agreements. While there is no guarantee that we will be able to replace current credit agreements when they expire, we expect to be able to do so.

Cash and cash equivalents increased $6.5 million in the three months ended November 30, 2005 and $4.7 million in the three months ended November 30, 2004.

Cash Flows from Operations

In the commodities industry, companies’ trading activities are reported in the operating section of the statement of cash flows. Due to the potential volatility in the commodities market, wide fluctuations in the balance of customer segregated funds may exist from day-to-day. As a result of this volatility, cash flows from operations may fluctuate positively or negatively at the end of a reporting period.

The Company used in its operations cash of $5.5 million for the three months ended November 30, 2005, as compared to generating cash of $16.6 million from operations for the three months ended November 30, 2004, primarily due to changes in the following:

•

Commodity accounts receivable/payable and marketable securities for customer segregated funds and other decreased by $12.5 million during the three-month period ended November 30, 2005, primarily due to slightly reduced customer margin deposits with the company as a a result of lower margin requirements on grain commodities by the exchanges.

•

Accounts payable decreased by $20.0 million during the three-month period ended November 30, 2005, primarily due to a decrease in customer deposits on OTC transactions, offset by an increase in payables related to grain merchandising, primarily due to the timing of inventory purchases and related freight costs. Accounts payable increased by $43.5 million during the three-month period ended November 30, 2004, primarily due to the timing of payments for inventory purchases and freight costs;

•

Accounts receivable and advances on grain decreased by $10.6 million during the three-month period ended November 30, 2005 primarily due to a decrease in receivables on our OTC transactions, offset by an increase in receivables in our grain merchandising segment. Accounts receivable and advances on grain increased by $5.8 million during the three-month period ended November 30, 2004, primarily due to the increase in receivables in our grain merchandising segment.

•

Inventories of grain and fuel increased by $13.6 million during the three-month period ended November 30, 2005. Inventories of grain and fuel increased by $17.5 million during the three-month period ended November 30, 2004. The variance is primarily due to the increase in grain bushels held in inventory. During the three months ended November 30, 2005, grain inventory bushels increased by 3.4 million to 7.2 million bushels. During the three months ended November 30, 2004, grain inventory bushels increased by 3.5 million to 6.4 million bushels.

Cash Flows from Investing Activities

The Company used in its investing activities, cash of $22.4 million and $6.5 million for the three-month periods ended November 30, 2005 and 2004, respectively, primarily due to the issuance of notes receivable associated with our financial services segment.

Cash Flows from Financing Activities

The Company had cash provided by financing activities of $34.4 million for the three-month period ended November 30, 2005 primarily due to drawing down on our lines of credit available within our grain merchandising and financing services segments. The Company used cash of $5.4 million in its financing activities for the three-month period ended November 30, 2004 primarily due to partial repayment on our lines of credit and subordinated debt.

The Company has substantial lines of credit available and annual cash flow from operations to support continued additional growth in each segment of our operations. See, “—Financing Activities.” In addition, the Company generated $4.5 million in additional capital as a result of the initial sale of stock to the ESOP, which was consummated in August 2005. The Company’s subscription offering, which was commenced on April 15, 2005 and continued until June 29, 2005, raised an additional $1.7 million. These transactions have provided substantial capital which the Company believes is sufficient to fund significant growth for the next several years. Such capital is expected to be used primarily to meet expected CFTC regulatory capital requirements as a result of our increased growth in the Commodity and Risk Management Services and the Clearing and Execution Services segments of our business. Such additional capital is also expected to enable us to increase our lines of credit above current levels.

An expansion of the grain facility located in Mobile, Alabama was placed in partial service in October 2005. This facility is reported under a capital lease with the Alabama State Docks. The expansion was constructed under a design/build type of contract and is financed by an offering of $5.5 million in industrial development revenue bonds. On October 15, 2004, after major construction was complete, but before acceptance of the project, the foundation of one of the four bins subsided during initial bin filling operations, causing significant damage to the affected bin, its foundation and other structures. Negotiations for recovery and remediation with potentially responsible parties have been undertaken. In November 2005, a claim for certain resulting damage to the facility against FDGI’s own insurer was settled for $570,500. The Company expects to use these funds to cover expected costs in repairing equipment that was damaged. Such settlement does not cover the damage to the underlying foundation, the costs of remediating any foundation defects, or loss of use or other consequential damages. Negotiation has failed to resolve the issues with other responsible parties, and a lawsuit to recover remediation costs, loss of use damages and other damages has been commenced in state court in Mobile, Alabama. FGDI intends to vigorously pursue such litigation to seek a full recovery of all of its damages.

In view of the subsidence incident, FGDI delayed placing the directly affected bin and two of the other new bins, which were of similar construction, into service. The fourth bin, which was constructed on a pre-existing foundation, has been in full service without known problem. Engineering investigations have been undertaken into the cause of the problem and proposals for alternative forms of remediation have been obtained. After considering available information, FGDI has elected to proceed with additional testing which involves partial use of the three affected binds. This testing is being conducted under controlled engineering conditions designed to limit the risk of another subsidence incident. Such testing has been successful to date yielding data that will be used to help confirm the causes of the problem.

Financing Activities. The Company maintains a number of lines of credit to support operations. A summary of such lines is noted in the following table:


Creditor	Renewal/Expiration Date	Use	Amount Available		Amount Outstanding at November 30, 2005
			(dollars in millions)
Deere Credit, Inc.	March 1, 2006	Margin Calls	$	40.8	$	-0-
Deere Credit, Inc.	March 1, 2006	Repurchase Agreements		46.0		40.2
Deere Credit, Inc.	December 1, 2006	Subordinated Debt for Regulatory Capital		7.0		2.0
Deere Credit, Inc.	October 1, 2006	General Corporate		6.2		4.2

Total Deere			$	100.0	$	46.4
CoBank, ACB	January 31, 2006	Grain Merchandising	$	68.0	$	10.8
CoBank, ACB	January 31, 2007	Grain Merchandising		8.0		-0-
CoBank, ACB	June 30, 2006	OTC & Fuel Operations		15.0		-0-
CoBank, ACB	May 1, 2006	Repurchase Agreements		75.0		8.8

Total CoBank			$	166.0	$	19.6
Harris Bank	March 10, 2006	Margin Calls	$	15.0	$	-0-
AFG Trust Finance Limited	May 25, 2006	Grain Merchandising	$	20.0	$	3.4
Industrial Revenue Bonds (Capitalized Lease Obligations)	Annual payments to 2013	Mobile, Alabama facility additional storage	$	5.5	$	4.0
Sowood Commodity Partners Fund, LP.	March 4, 2006	Junior, secured revolving credit facility—Financial Services operations	$	30.0	$	-0-
Fortis Capital Corp.	Demand	Financial Services operations	$	20.0	$	-0-
RZB Finance, LLC	Demand	Financial Services operations	$	8.0	$	5.4
UFJ Bank Limited	Demand	Financial Services operations	$	10.0	$	-0-
Subordinated Debt	June 30, 2006	Regulatory Capital	$	1.8	$	1.5
Long-term Note	Monthly payments for 8 years	NYMEX seat	$	0.5	$	0.4

All of our credit facilities include financial covenants and the failure to comply with any such covenants could result in the debt becoming payable on demand. The Company was in compliance with all debt covenants at November 30, 2005 and expects to remain in compliance in the future.

We carry significant open futures positions on behalf of our customers in the Commodity and Risk Management Services and the Clearing and Execution Services segments of our business. The above lines of credit in place of margin calls are rarely used, but necessary to cover any abnormal commodity market fluctuations and the margins calls they may produce. With the Company and customer funds on deposit and the available credit lines noted above, management believes we have adequate capital reserves to meet any foreseeable market fluctuations based upon current commodity market activities.

Our Grain Merchandising segment has a $76.0 million line of credit with CoBank and a $20.0 million line of credit with AFG Trust Finance available to finance its operations. The segment can also utilize part of the Deere Credit repurchase agreement line to carry inventories when considered appropriate. As this segment of our business carries significant accounts receivable and inventory, the CoBank line is utilized to a great extent.

Our Financial Services segment has a $46.0 million line of credit with Deere Credit, Inc. and a $75.0 million line of credit with CoBank, ACB available to finance its grain inventory repurchasing program. This program’s demand tends to fluctuate, therefore, these lines of credit are utilized to a great extent.

Seasonality and Fluctuations in Operating Results

We generally experience seasonality in our operations with the first quarter typically being our strongest period as a result of the U.S. grain harvest, however with lower commodities prices this fall our volume was not as strong as in prior years. Also, with global political factors and their effect on the commodities markets, we are seeing more frequent trading volume spikes throughout the year.

Other Matters

Critical Accounting Policies and Estimates.In preparing its most recent annual report on Form 10-K/A, the Company disclosed information about critical accounting policies and estimates the Company makes in applying its accounting policies. We have made no changes to the methods of application or the assumptions used in applying these policies from those as disclosed in the most recent annual report on Form 10-K/A.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Commodity Price Risk

As part of our trading activity, we utilize futures and option contracts offered through regulated commodity exchanges to reduce risk. The Company follows the policy of hedging its grain transactions and physical fuel through the use of cash and futures contracts in order to minimize risk due to market fluctuations. The commodity price risk associated with physical fuel is not material and is for the account of our customers. Inventories and purchases and sales contracts are hedged to the extent practical so as to arrive at a net commodity position within the formal position limits set by the Company and deemed prudent for each commodity. The Company is exposed to risk of loss in the market value of net open commodity positions, which are calculated by aggregating grain inventories and grain subject to contract for purchase and sale. The following table presents the number of bushels in inventory, under purchase and sales contracts, and in futures positions by commodity at November 30, 2005:


	Bushels (in thousands)
	Corn		Soybeans		Wheat		Oats & Barley
Inventory	2,008		2,071		3,065		59
Purchase Contracts	23,929		4,602		6,660		734
Sale Contracts	(6,941	)	(7,819	)	(1,535	)	(900	)
Futures Long	—		2,872		—		320
Futures Short	(19,083	)	(1,725	)	(7,700	)	—
Net Open Position	(87	)	1		490		213

Bushel information is used to calculate the net open commodity position, which is sensitive to changes in commodity prices. Open cash and futures contracts for the purchase and sale of grain are reported at market value; therefore the net open commodity position multiplied by the year-end market price approximates fair value.

A hypothetical 10% increase (or decrease) in the market price of corn from the November 30, 2005 level of $2.02 per bushel would result in a gain (or loss) to future earnings of $(18,000).

A hypothetical 10% increase (or decrease) in the market price of soybeans from the November 30, 2005 level of $5.58 per bushel would result in a gain (or loss) to future earnings of $1,000.

A hypothetical 10% increase (or decrease) in the market price of wheat from the November 30, 2005 level of $3.21 per bushel would result in a gain (or loss) to future earnings of $157,000.

A hypothetical 10% increase (or decrease) in the market price of oats and barley from the November 30, 2005 level of $1.81 per bushel would result in a gain (or loss) to future earnings of $39,000.

Interest Rate Risk

The Company manages interest expense using fixed and floating rate debt. The debt instruments are carried at amounts approximating estimated fair value. Of our normal borrowing, greater than 90% of the outstanding balance at November 30, 2005 has a variable interest rate, and except for the industrial revenue development bonds associated with the Mobile facility, practically all of our borrowing is on a short-term basis.

Short-term debt used to finance inventories and receivables is represented by notes payable within thirty days or less so that the blended interest rate to the Company for all such notes approximates current market rates.

In the financing of grain, as interest rates increase, the spread between future option months generally becomes wider, allowing larger incomes in grain margins to offset the potential increases in interest expense. A portion of the outstanding balance of variable rate debt is used to finance certain notes receivable to customers in the financial services segment. The interest charged on the notes receivable is also at a variable rate, therefore eliminating the interest rate risk on that debt. Of the variable rate debt, the average outstanding balance subject to interest rate risk of the past year was $43.7 million. A hypothetical 100 basis point increase (or decrease) in interest rates would result in a (loss) or gain to future earnings of $437,000, assuming a similar debt level throughout FY2006.

The risk on variable rate long-term debt associated with the capital lease obligation in the amount of $4.0 million is not material to the financial statements. We believe the risk associated with these borrowings will not have an adverse effect on our financial position, results of operations or cash flows.

Foreign Currency Risk

The Company conducts most of its business in U.S. dollars but does have minor risk regarding foreign currency fluctuations. The Company hedges foreign currency risk using futures contracts on U.S. exchanges to the extent practicable on those transactions involving foreign currency. Foreign currency fluctuations do, however, impact the ability of foreign buyers to purchase U.S. agricultural products and the competitiveness of U.S. agricultural products compared to the same products offered by alternative sources of world supply.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Act of 1934, as amended, as of November 30, 2005, the end of the period covered by the previously-issued Quarterly Report on Form 10-Q. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were functioning effectively as of that date to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Following additional review of the accounting for common stock issued to the FCStone Group Employee Stock Ownership Plan (ESOP), the Company determined on April 17, 2006, that it would reclassify shares of common stock held by the ESOP as temporary equity pursuant to Section 210.5-02 (28) of Regulation S-X. Consequently, the Company has reflected this change through the restatement of its consolidated financial statements for the quarter ended November 30, 2005, and the year ended August 31, 2005, as presented in this Quarterly Report on Form 10-Q/A. The reclassification had no impact on the Company’s results of operations or compliance with covenants related to any credit facilities for the quarter year ended November 30, 2005, or the year ended August 31, 2005.

The Company’s Chief Executive Officer and Chief Financial Officer have reassessed our disclosure controls and procedures for this Quarterly Report on Form 10-Q/A. Based on the reassessment, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were therefore not, as of November 30, 2005, effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. As of the end of the period covered by this Quarterly Report on Form 10-Q, there were no changes in the Company’s internal control over financial reporting that occurred during the three months ended November 30, 2005 that have materially affected or are reasonable likely to materially affect the Company’s internal control over financial reporting.

Limitations on the effectiveness of controls. The Company’s management, including the CEO and CFO, does not expect that the Company’s disclosure controls and procedures will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Institution of internal controls in compliance with Section 404 of Sarbanes-Oxley. As a result of the restructuring described above, the Company will be subject to Section 404 of the Sarbanes-Oxley Act of 2002 and regulations promulgated thereunder. We are currently in the process of instituting an internal controls program that will meet the requirements of Section 404 and the applicable regulations. Our CEO and CFO currently believe that the internal controls program will be implemented by the SEC’s extended compliance deadline, which will require the Company to meet the requirements of Section 404 by the end of its 2007 fiscal year. We believe, however, that any deficiencies uncovered by our 404 compliance process will not affect the accuracy of our financial statements included in this report.

Part II. Other Information

Item 1. Legal Proceedings

On August 21, 2003, August 21, 2003, September 23, 2003, October 16, 2003, and July 16, 2004, Euro-Maritime Chartering, Inc. filed five separate claims under the arbitration facility established by the London Maritime Arbitrators Association of London, England, alleging a breach by FGDI, LLC of charter party agreements regarding five vessels and seeking to recover damages of $242,655, $230,863, $769,302, $649,031 and $403,167, respectively. Euro-Maritime Chartering alleges that these damages arise from detention and demurrage encountered at China ports with respect to cargos that FGDI sold to Chinese buyers. FGDI does not dispute the demurrage claims, which are estimated to total approximately $690,000. FGDI claims that, under the sales contracts with the Chinese buyers, any detention and demurrage charges were for the account of the buyers. FGDI has collected deposits from the Chinese buyers in the total amount of $669,436, which are being held pending resolution of the detention claims. FGDI intends to vigorously defend the detention claims and believes that it has meritorious defenses. If the claimant prevails on any of the detention claims, or otherwise in amounts above the corresponding deposit, FGDI expects to seek collection of such amounts from the buyers.

Item 1A. Risk Factors

Not applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

Item 3. Defaults upon Senior Securities

Not applicable

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable

Item 5. Other Information

None

Item 6. Exhibits


31.1		Certification of Paul G. Anderson, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Robert V. Johnson, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements 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.


	FCStone Group, Inc.
	Registrant

May 25, 2006	By:	/s/ Paul G. Anderson
		Paul G. Anderson
		Chief Executive Officer

FCStone (FCSX) Inactive 10-Q/A2006 Q1 Quarterly report (amended)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents