UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10-K
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended AUGUST 31, 2010
or
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File
No. 33‑94644
MINN‑DAK FARMERS COOPERATIVE
(Exact name of Registrant as specified in its charter)
North Dakota | 23‑7222188 |
(State of Incorporation) | (I.R.S. Employer Identification Number) |
|
|
7525 Red River Road | (701) 642‑8411 |
(Address of Principal Executive Offices) | (Registrant’s Telephone Number) |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐YES ☒NO
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ YES ☒ NO
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 ☐ NO
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. ☐ YES ☐ NO
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 Registrant’s 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. ☒
Indicate by check mark if the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer☐ Accelerated filer☐ Non-accelerated filer☒ Smaller Reporting Company☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ YES ☒ NO
Minn-Dak Farmers Cooperative is a cooperative. Its voting and non-voting common equity can only be held by its members. No public market for voting and non-voting common equity of Minn-Dak Farmers Cooperative is established and it is unlikely, in the foreseeable future that a public market for its voting and non-voting common equity will develop.
As of November 24, 2010, 477 shares of the Company’s Common Stock and 72,200 “units” of the Registrant’s Preferred Stock, each consisting of 1 share of Class A Preferred Stock, 1 share of Class B Preferred Stock and 1 share of Class C Preferred Stock, were outstanding.
Description of Amendment No. 1 to Annual Report on Form 10-K for the Year Ended August 31, 2010:
On November 24, 2010, Minn-Dak Farmers Cooperative (the “Company”) filed its Annual Report on Form 10-K for the year ended August 31, 2010 (the “2010 Form 10-K”). This Amendment No. 1 to the 2010 Form 10-K is being filed solely to correct the consolidated balance sheets as of August 31, 2010, 2009 and 2008 included in the 2010 Form 10-K. The balance sheets included in the 2010 Form 10-K contained a numerical error that occurred during the process of preparing the 2010 Form 10-K for electronic filing with the Securities and Exchange Commission. The error was not reflected in the 2010 Form 10-K that was delivered to the Company’s shareholders.
In the balance sheets included in the 2010 Form 10-K, total assets as of August 31, 2010, 2009 and 2008 were stated as $192,065,062, $179,789,946, and $176,903,727, respectively. Correct assets as of August 31, 2010, 2009 and 2008 were $197,065,062, $179,883,895 and $177,062,902, respectively. All other balance sheet amounts are correct as stated in the 2010 Form 10-K. In Part IV of this Amendment No. 1, the Company is including its consolidated balance sheets as of August 31, 2010, 2009 and 2008 that reflect the corrected total assets.
This Amendment No. 1 does not reflect events occurring after the filing of the 2010 Form 10-K and, other than the filing of the aforementioned balance sheets, does not amend, modify or update the disclosure in the 2010 Form 10-K in any way.
PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as part of this Amendment No. 1 to Annual Report on Form 10-K:
a. Consolidated Financial Statements
-Consolidated Balance Sheets as of August 31, 2010, 2009 and 2008
(as corrected as described above)
c. The exhibits to this Amendment No. 1 to Annual Report on Form 10-K are as follows:
Exhibit No. | Description | |
31.1 |
| Certification of the President/Chief Executive Officer (principal executive officer) pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act. |
31.2 |
| Certification of the Executive Vice President/Chief Financial Officer (principal financial officer) pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act. |
31.3 |
| Certification of the Controller/Chief Accounting Officer (principal accounting officer) pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act. |
32 |
| Certification pursuant to 18 U.S.C. §1350 |
MINN-DAK FARMERS COOPERATIVE
CONSOLIDATED BALANCE SHEETS
AUGUST 31, 2010, 2009, AND 2008
|
| 2010 |
| 2009 |
| 2008 |
| |||
ASSETS |
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CURRENT ASSETS |
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Cash |
| $ | 128,611 |
| $ | 93,949 |
| $ | 159,175 |
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|
|
|
|
|
|
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|
|
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|
Current bond trust |
|
| 4,731,005 |
|
| ― |
|
| ― |
|
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|
|
|
|
|
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|
Receivables |
|
|
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|
|
|
|
|
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Trade accounts |
|
| 12,730,660 |
|
| 14,299,830 |
|
| 16,376,068 |
|
Growers |
|
| 13,763,089 |
|
| 10,196,312 |
|
| 7,313,090 |
|
Income tax |
|
| ― |
|
| ― |
|
| 234,461 |
|
Other |
|
| 2,551 |
|
| 2,551 |
|
| 2,551 |
|
|
|
| 26,496,300 |
|
| 24,498,693 |
|
| 23,926,170 |
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|
|
|
|
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|
Advances to affiliates - Midwest Agri-Commodities Co. and United Sugars Corporation |
|
| ― |
|
| 1,105,797 |
|
| 1,492,451 |
|
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|
|
|
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|
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|
Inventories |
|
|
|
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|
|
|
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|
Refined sugar, pulp, molasses and thick juice to be sold on a pooled basis |
|
| 29,770,313 |
|
| 27,046,374 |
|
| 28,452,755 |
|
Sugarbeets |
|
| 3,121,298 |
|
| ― |
|
| ― |
|
Nonmember refined sugar |
|
| 1,717,395 |
|
| 1,451,972 |
|
| 1,357,893 |
|
Yeast |
|
| 237,105 |
|
| 200,317 |
|
| 167,799 |
|
Materials and supplies |
|
| 13,403,175 |
|
| 11,296,034 |
|
| 10,159,944 |
|
|
|
| 48,249,286 |
|
| 39,994,697 |
|
| 40,138,391 |
|
|
|
|
|
|
|
|
|
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|
Deferred charges |
|
| ― |
|
| 1,324,353 |
|
| 1,436,316 |
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|
|
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|
|
|
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|
Prepaid expenses and other assets |
|
| 2,047,411 |
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| 3,109,313 |
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| 2,149,816 |
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|
|
|
|
|
|
|
|
|
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|
Current deferred income tax asset |
|
| ― |
|
| 25,600 |
|
| 145,000 |
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|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
| 81,652,613 |
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| 70,152,402 |
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| 69,447,319 |
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|
PROPERTY, PLANT AND EQUIPMENT |
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Land and land improvements |
|
| 28,164,267 |
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| 27,130,273 |
|
| 26,476,273 |
|
Buildings |
|
| 37,882,719 |
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| 37,757,659 |
|
| 37,592,109 |
|
Factory equipment |
|
| 152,493,105 |
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| 147,419,262 |
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| 141,263,455 |
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Other equipment |
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| 5,300,600 |
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| 4,675,425 |
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| 3,766,400 |
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Capitalized leases |
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| 3,352,917 |
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| 2,960,658 |
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| 746,210 |
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Construction in progress |
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| 5,213,973 |
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| 4,690,526 |
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| 4,500,912 |
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|
| 232,407,581 |
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| 224,633,803 |
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| 214,345,359 |
|
Less accumulated depreciation and amortization |
|
| 135,638,384 |
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| 127,336,389 |
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| 119,566,871 |
|
|
|
| 96,769,197 |
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| 97,297,414 |
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| 94,778,488 |
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OTHER ASSETS |
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Investment in other cooperatives and unconsolidated marketing cooperatives |
|
| 11,115,672 |
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| 11,343,602 |
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| 11,523,024 |
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Bond trust and financing costs |
|
| 2,492,735 |
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| 98,302 |
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| 126,663 |
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Other |
|
| 5,034,845 |
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| 992,175 |
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| 1,187,408 |
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|
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| 18,643,252 |
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| 12,434,079 |
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| 12,837,095 |
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| $ | 197,065,062 |
| $ | 179,883,895 |
| $ | 177,062,902 |
|
See Notes to Consolidated Financial Statements.
|
| 2010 |
| 2009 |
| 2008 |
| |||
LIABILITIES AND MEMBERS’ INVESTMENT |
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CURRENT LIABILITIES |
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Short-term notes payable |
| $ | 27,557,680 |
| $ | 18,977,978 |
| $ | 24,440,000 |
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Current portion of long-term debt and capital leases |
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| 2,977,034 |
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| 2,905,841 |
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| 2,594,188 |
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Current portion of bonds payable |
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| ― |
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| 2,120,000 |
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| 2,010,000 |
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|
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| 2,977,034 |
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| 5,025,841 |
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| 4,604,188 |
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Accounts payable |
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|
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Trade |
|
| 10,143,993 |
|
| 11,566,445 |
|
| 9,511,224 |
|
Checks Outstanding |
|
| 1,007,863 |
|
| 545,766 |
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| ― |
|
Deferred liabilities |
|
| 8,825,180 |
|
| ― |
|
| ― |
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Growers |
|
| 13,874,124 |
|
| 17,704,288 |
|
| 17,429,879 |
|
Income tax |
|
| 194,745 |
|
| ― |
|
| ― |
|
|
|
| 34,045,905 |
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| 29,816,499 |
|
| 26,941,103 |
|
Payable to affiliates - Midwest Agri-Commodities Co. and United Sugars Corporation |
|
| 283,460 |
|
| ― |
|
| ― |
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Accrued liabilities |
|
| 3,100,968 |
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| 2,945,383 |
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| 3,299,010 |
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Total current liabilities |
|
| 67,965,047 |
|
| 56,765,701 |
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| 59,284,301 |
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LONG-TERM DEBT AND CAPITAL LEASES, NET OF CURRENT PORTION |
|
| 18,690,023 |
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| 22,148,959 |
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| 13,778,143 |
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BONDS PAYABLE |
|
| 19,240,000 |
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| 11,370,000 |
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| 13,490,000 |
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LONG-TERM DEFERRED INCOME TAX LIABILITY |
|
| 265,800 |
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| 354,400 |
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| 443,000 |
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LONG-TERM UNRECOGNIZED TAX BENEFITS LIABILITY |
|
| ― |
|
| 274,075 |
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| 256,075 |
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LONG-TERM PENSION LIABILITY |
|
| 19,629,704 |
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| 12,827,360 |
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| 5,795,189 |
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COMMITMENTS AND CONTINGENCIES (NOTE 10) |
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Total liabilities |
|
| 125,790,574 |
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| 103,740,495 |
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| 93,046,708 |
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MEMBERS’ INVESTMENT |
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Preferred stock |
|
|
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Class A - 100,000 shares authorized, $105 par value; |
|
| 7,581,000 |
|
| 7,581,000 |
|
| 7,581,000 |
|
Class B - 100,000 shares authorized $75 par value; |
|
| 5,415,000 |
|
| 5,415,000 |
|
| 5,415,000 |
|
Class C - 100,000 shares authorized, $76 par value; |
|
| 5,487,200 |
|
| 5,487,200 |
|
| 5,487,200 |
|
|
|
| 18,483,200 |
|
| 18,483,200 |
|
| 18,483,200 |
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Common stock, 600 shares authorized, $250 par value; |
|
| 119,250 |
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| 118,500 |
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| 120,750 |
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474 shares outstanding on 8-31-09 and |
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483 shares outstanding on 8-31-08 and |
|
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Paid in capital in excess of par value |
|
| 32,094,407 |
|
| 32,094,407 |
|
| 32,094,407 |
|
Nonqualified allocated patronage |
|
| 28,298,571 |
|
| 28,298,718 |
|
| 28,298,508 |
|
Accumulated other comprehensive loss |
|
| (18,837,157 | ) |
| (12,811,235 | ) |
| (4,890,516 | ) |
Retained earnings |
|
| 11,116,217 |
|
| 9,959,810 |
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| 9,909,845 |
|
|
|
| 71,274,488 |
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| 76,143,400 |
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| 84,016,194 |
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|
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|
|
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| $ | 197,065,062 |
| $ | 179,883,895 |
| $ | 177,062,902 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: December 9, 2010
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| MINN-DAK FARMERS COOPERATIVE | |
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| By: | /s/ David H. Roche |
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| David H. Roche, President |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on behalf of the registrant by the following persons in the capacities indicated on December 9, 2010.
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SIGNATURE |
| TITLE |
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/s/ David H. Roche | President and | |||
David H. Roche | ||||
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/s/ Steven M. Caspers | Executive Vice President and | |||
Steven M. Caspers | ||||
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/s/ Allen E. Larson | Controller and | |||
Allen E. Larson | ||||
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/s/ Dale Blume |
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Dale Blume |
| Director |
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/s/ Dennis Butenhoff |
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Dennis Butenhoff |
| Director |
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/s/ Brent Davison |
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Brent Davison |
| Director |
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/s/ Doug Etten |
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Doug Etten |
| Director |
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/s/ Patrick Freese |
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Patrick Freese |
| Director |
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/s/ Dennis Klosterman |
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Dennis Klosterman |
| Director |
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/s/ Russell Mauch |
| Director |
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Russell Mauch |
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/s/ C Kevin Kutzer |
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C Kevin Kutzer |
| Director |
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/s/ Charles Steiner |
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Charles Steiner |
| Director |
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