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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: FEBRUARY 28, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 AND 15(d) OF THE
SECURITES EXCHANGE ACT OF 1934
Commission file: No. 33-94644
MINN-DAK FARMERS COOPERATIVE
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(Exact named of registrant as specified in its charter)
North Dakota 23-7222188
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
7525 Red River Road
Wahpeton, North Dakota 58075
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(Address of principal (Zip Code)
executive offices)
(701) 642-8411
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
YES ___X___ NO _______
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock April 12, 2001
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$250 Par Value 499
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MINN-DAK FARMERS COOPERATIVE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The condensed consolidated financial statements for the six month periods
ended February 28, 2001 and February 29, 2000 are unaudited and reflect all
adjustments (consisting only of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim period. The
condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto, together with
management's discussion and analysis of financial condition and results of
operations, contained in the Company's Annual Report to Stockholders
previously submitted in the Company's Annual 10-K for the fiscal year ended
August 31, 2000. The results of operations for the six months ended
February 28, 2001 are not necessarily indicative of the results for the
entire fiscal year ending August 31, 2001.
2. In August 2000, the company declared a revolvement of the remaining 15% of
the 1990 crop and 70% of the 1991 crop per unit retains and allocated
patronage. That amount, $4.4 million, was paid to the stockholders on
September 29, 2000.
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MINN-DAK FARMERS COOPERATIVE
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(IN THOUSANDS)
FEBRUARY 28, 2001 AUGUST 31, 2000
ASSETS (UNAUDITED) (AUDITED)
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CURRENT ASSETS:
Cash $ (69) $ 2,505
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Current portion of long-term note receivable 3 3
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Receivables:
Trade accounts 13,552 11,749
Growers 3 3,996
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13,555 15,745
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Advances to affiliate 1,110 (201)
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Inventories:
Refined sugar, pulp and molasses to be sold
on a pooled basis 67,360 27,737
Nonmember refined sugar 521 3
Yeast 99 88
Materials and supplies 4,542 5,561
Beet Inventory 15,355 --
Other 0 --
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87,878 33,389
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Deferred charges 283 1,123
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Prepaid expenses 1,016 595
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Property and equipment available for sale 200 200
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Total current assets 103,976 53,358
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PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements 20,968 20,968
Buildings 35,592 35,592
Factory equipment 112,069 111,922
Other equipment 3,540 3,528
Construction in progress 702 22
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172,871 172,032
Less accumulated depreciation (68,573) (65,281)
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104,298 106,751
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LONG-TERM NOTES RECEIVABLE, NET OF
CURRENT PORTION 28 28
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OTHER ASSETS:
Investments restricted for capital lease projects 0 --
Investment in stock of other corporations, unconsolidated
marketing subsidiaries and other cooperatives 10,408 10,408
Deferred income taxes 800 1,240
Other 1,067 1,016
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12,275 12,664
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See Notes to Consolidated Financial Statements $ 220,577 $ 172,800
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MINN-DAK FARMERS COOPERATIVE
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(IN THOUSANDS)
FEBRUARY 28, 2001 AUGUST 31, 2000
(UNAUDITED) (AUDITED)
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LIABILITIES AND MEMBERS' INVESTMENT
CURRENT LIABILITIES:
Short-term notes payable $ 40,918 $ 15,459
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Current portion of long-term debt 5,228 3,788
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Accounts payable:
Trade (2,784) 2,224
Growers 20,731 16,927
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17,947 19,151
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Accrued liabilities 3,630 2,725
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Total current liabilities 67,722 41,123
LONG-TERM DEBT, NET OF CURRENT PORTION 41,504 43,910
OBLIGATION UNDER CAPITAL LEASE 9,680 10,495
OTHER 1,216 847
COMMITTMENTS AND CONTINGENCIES -- 0
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Total liabilities 120,122 96,375
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MINORITY INTEREST IN EQUITY OF SUBSIDIARY 1,183 1,089
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MEMBERS' INVESTMENT:
Preferred stock:
Class A - 100,000 shares authorized, $105 par value;
72,200 shares issued and outstanding 7,581 7,581
Class B - 100,000 shares authorized, $75 par value;
72,200 shares issued and outstanding 5,415 5,415
Class C - 100,000 shares authorized, $76 par value;
72,200 shares issued and outstanding 5,487 5,487
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18,483 18,483
Common stock, 600 shares authorized, $250 par value;
issued and outstanding, 489 shares at February 28, 2001
and 484 shares at August 31, 2000 122 121
Paid in capital in excess of par value 32,094 32,094
Unit retention capital 7,148 7,148
Qualified allocated patronage 3,817 3,817
Nonqualified allocated patronage 36,355 12,895
Retained earnings (deficit) 1,254 778
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99,273 75,336
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See Notes to Consolidated Financial Statements $ 220,577 $ 172,800
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MINN-DAK FARMERS COOPERATIVE
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28, FEBRUARY 29,
------------ ------------ ------------ ------------
2001 2000 2001 2000
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REVENUE:
From sales of sugar, by-products, and
yeast, net of discounts $ 72,377 $ 66,425 $ 131,775 $ 132,175
Other income (38) (2) 33 114
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72,338 66,423 131,808 132,289
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EXPENSES:
Production costs of sugar, by-products,
and yeast sold 14,813 14,832 27,934 28,583
Marketing (includes freight and storage) 5,819 6,072 13,797 14,220
General and administrative 1,464 1,505 2,884 2,831
Interest 1,585 1,464 2,702 2,592
(Gain) loss on disposition of property and equipment 0 160 3 160
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23,681 24,033 47,321 48,387
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NET PROCEEDS RESULTING FROM MEMBER AND
NONMEMBER BUSINESS $ 48,657 $ 42,390 $ 84,487 $ 83,902
============ ============ ============ ============
DISTRIBUTION OF NET PROCEEDS:
Credited to members' investment:
Components of net income:
Income (loss) from non-member business $ 217 $ 204 $ 476 $ 408
Patronage income 14,616 10,832 23,460 21,767
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Net income 14,833 11,035 23,936 22,174
Unit retention capital 0 0 0 0
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Net credit to members' investment 14,833 11,035 23,936 22,174
Payments to members for sugarbeets, net of unit
retention capital 33,825 31,355 60,551 61,728
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NET PROCEEDS RESULTING FROM MEMBER AND
NONMEMBER BUSINESS $ 48,657 $ 42,390 $ 84,487 $ 83,902
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See Notes to Consolidated Financial Statements.
MINN-DAK FARMERS COOPERATIVE
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED
FEBRUARY 28, FEBRUARY 29,
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2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Income allocated to members' investment $ 23,936 $ 22,174
Add (deduct) noncash items:
Depreciation and amortization 3,313 3,278
Equipment disposals - loss 3 160
Net income allocated from unconsolidated marketing subsidiaries 0 (82)
Noncash portion of patronage capital credits 0 0
Retention of nonqualified unit retains 0 0
Changes in operating assets and liabilities:
Accounts receivable and advances 879 9,594
Inventory, prepaid expenses, and equipment held for resale (54,910) (63,610)
Deferred charges and other assets 1,229 671
Accounts payable, advances, and accrued liabilities 67 10,807
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NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES (25,484) (17,008)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposition of property, plant and equipment 0 58
Capital expenditures (863) (1,248)
Investment in stock of other corporations, unconsolidated
marketing subsidiaries and other cooperatives 0 82
Note receivable from unconsolidated marketing subsidiaries (31)
Minority interest in equity of subsidiaries 94 81
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NET CASH USED IN INVESTING ACTIVITIES (769) (1,058)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of short-term debt 25,459 19,895
Payment of long-term debt (1,781) (1,736)
Payment of unit retains and allocated patronage 1 0
Issuance of long-term debt 0 0
Provision for long-term tax 0 0
Sale and repurchase of common stock, net 1 3
Issuance of stock (1) 0
Issuance of long term tax-exempt bonds 0 0
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NET CASH PROVIDED BY FINANCING ACTIVITIES 23,680 18,162
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NET INCREASE (DECREASE) IN CASH (2,573) 96
CASH, BEGINNING OF YEAR 2,505 546
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CASH, END OF QUARTER $ (69) $ 642
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for:
Interest $ 1,677 $ 2,286
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Income taxes, net of refunds $ 3 $ 6
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See Notes to Consolidated Financial Statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
FOR THE THREE MONTHS ENDED AND SIX MONTHS ENDED FEBRUARY 28, 2001 AND
FEBRUARY 29, 2000
The following discussion and analysis relates to the financial condition and
results of operations of Minn-Dak Farmers Cooperative ("the Company") for the
three months ended February 28, 2001 (the second quarter of the Company's
2000-2001 fiscal year) and February 29, 2000 (the second quarter of the
Company's 1999-2000 fiscal year). The Company's fiscal year runs from September
1 to August 31.
Any statements regarding future market prices, anticipated costs, agricultural
results, operating results and other statements that are not historical facts
contained in this Quarterly Report on Form 10-Q are forward-looking statements.
The words "expect", "project", "estimate", "believe", "anticipate", "plan",
"intend", "could", "may", "predict" and similar expressions are also intended to
identify forward-looking statements. Such statements involve risks,
uncertainties and assumptions, including, without limitation, market factors,
the effect of weather and economic conditions, farm and trade policy, the
available supply of sugar, available quantity and quality of sugarbeets and
other factors detailed elsewhere in this and other Company filings with the
Securities and Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual outcomes may vary materially from those indicated.
RESULTS FROM OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
Revenue for the three months ended February 28, 2001 increased $6.0 million from
the 2000 period, an increase of 9%. Revenue from the sale of finished goods
increased $1.0 million, while finished goods inventory increased $5.0 million.
Other income decreased $0.4 million.
Revenue from the sales of sugar increased $0.6 million, or 2%, reflecting a 17%
increase in volume and a 15% decrease in the price for sugar.
Revenue from pulp and molasses sales increased $0.4 million or 11%, reflecting a
3% increase in sales volume and a 8% increase in the average gross selling
price.
Revenues from yeast sales were within $0.1 million or 1%, reflecting a 13%
decrease in sales volume and a 12% increase in the average selling price.
Selling prices are up due to the competitive nature of the current yeast market.
The other contributing factor to the change in revenues results from the
increase or decrease in finished goods inventories. The increase in the value of
finished goods inventories for the three months ended February 29, 2000 amounted
to $34.9 million or $5.0 million more than the increase in the value of finished
goods inventories for February 29, 2000. For February 28, 2001 the increase in
the value of sugar inventories was $4.8 million more than the increase of that
of the prior year, and for pulp $0.2 million more. The increase in sugar and
pulp inventory values is the result of a greater volume of sugar and pulp on
hand versus the prior period. Higher volumes are a result of the timing of
production versus customer shipments.
In the consolidated statements of operations, Expenses section, production costs
of sugar, by-products and yeast totaled $23.6 million, $0.4 million or 2% less
than the prior year. The decrease is mainly attributable marketing and overhead.
Marketing costs totaled $5.8 million, $.3 million or 5% less than the prior
year. Interest expense totaled $1.6 million, up 8% from the prior year.
In the section Distribution of Net Proceeds, payments to members for sugarbeets,
net of unit retention capital and unprocessed sugarbeet inventory increased $2.4
million or 8% from the fiscal year 2000 period. For fiscal year 2001 the Company
is projecting a payment to growers for sugarbeets totaling $69.0 million, which
is $14.9 million or 18% less than the prior fiscal year. The payment is based
upon (i) an average delivered sugar content of 18.49%, (ii) a total sugarbeet
crop to process of 2.1 million tons and (iii) the Company's projected selling
price for its sugar, which is currently estimated to be lower than the
previous year. In addition to payments for sugarbeets, growers were paid $6.9
million as a result of the Sugar PIK program destroyed acres in December 2000.
COMPARISON OF THE SIX MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
Revenue for the six months ended February 28, 2001 decreased $0.4 million from
the 2000 period, a decrease of 0.3%. Revenue from the sale of finished goods
increased $12.2 million, while the change in the value of finished goods
inventory decreased $12.5 million.
Revenue from the sales of sugar increased $11.4 million or 16%, reflecting a 31%
increase in volume and a 16% decrease in the price for sugar.
Revenue from pulp and molasses sales increased $0.6 million or 9%, reflecting a
1% decrease in sales volume and an 11% increase in the average gross selling
price.
Revenues from yeast sales from the Company's subsidiary yeast production
facility, Minn-Dak Yeast Company ("MDYC") increased $0.1 million or 4%,
reflecting a 1% increase in sales volume and a 3% increase in the average
selling price.
The other contributing factor to the change in revenues results from the
increase or decrease in finished goods inventories. The increase in the value of
finished goods inventories for the six months ended February 28, 2001 amounted
to $39.6 million or $12.5 million less than the increase in the value of
finished goods inventories for February 29, 2000.
In the consolidated statements of operations, Expenses section, Production costs
of sugar, by-products and yeast sold decreased $1.1 million or 2%. The decrease
in production costs for the six months ended February 28, 2001 is mainly due to
minor seasonal differences in Production and Marketing expenses.
In the section Distribution of Net Proceeds, payments to members for sugarbeets
(net of unit retention capital and unprocessed sugarbeet inventory) decreased
$1.2 million or 2% from the prior period. For fiscal year 2001 the Company is
projecting a payment to growers for sugarbeets totaling $69.0 million, which is
$14.9 million or 18% less than the prior fiscal year. The payment is based upon
(i) an average delivered sugar content of 18.49%, (ii) a total sugarbeet crop to
process of 2.1 million tons and (iii) the Company's projected selling price for
its sugar, which is currently estimated to be lower than the previous year. In
addition to payments for sugarbeets, growers were paid $6.9 million as a result
of the Sugar PIK program destroyed acres in December 2000.
ESTIMATED FISCAL YEAR 2001 INFORMATION
The agreements between the Company and its members regarding the delivery of
sugar beets to the Company require payment for members' sugar beets in several
installments throughout the year. As only the final payment is made after the
close of the fiscal year, the first payments to members for their sugarbeets are
based upon the Company's then-current estimates of the financial results to be
obtained from processing the crop and the sale of finished products. This
discussion contains a summary of the Company's current estimates of the
financial results to be obtained from the Company's processing of the 2000
sugarbeet crop. Given the nature of the estimates required in connection with
the payments to members for their sugarbeets, this discussion includes
forward-looking statements. These forward-looking statements are based largely
upon the Company's expectations and estimates of future events; as a result,
they are subject to a variety of risks and uncertainties. Some of those
estimates, such as the selling price for the Company's products and the quantity
of sugar produced from the sugarbeet crop are beyond the Company's control. The
actual results experienced by the Company may differ materially from the
forward-looking statements contained herein.
The harvest of the sugarbeet crop grown during 2000 produced a total of 2.1
million tons of sugarbeets exceeding the prior crop tons per acre, but due to
the Sugar PIK program, there were less harvested acres. The sugar content and
purity from the 2000 crop were above long-term averages. During the month of
October, unfavorable weather patterns did cause storage problems at several
storage sites with frost damaged beets. During the month of November, these
beets were processed in a manner to minimize the
losses. All of the beets have been processed as of this report, however
approximately .6 million cwt of sugar remains to be processed from thick juice.
The Company expects to produce slightly more volume of sugar from the 2000
sugarbeet crop, in spite of the sugar PIK program and associated reduction of
tons delivered, and considerably more than the five year average production of
sugar. The factory averaged a sugarbeet slice rate of 9,400 tons per day; within
reason for the targeted 9,500 tons per day projected for the processing season.
Based upon marketing information developed by United Sugars Corporation, the
Company currently estimates the average net selling price of the Company's sugar
will be less than that of the prior year because of the volume available for
sale (domestic & foreign imports) relative to the estimated domestic
consumption.
From the revenues generated from the sale of products produced from each ton of
sugarbeets, the Company's operating and fixed costs must be deducted. The
deduction of those operating costs results in an estimated gross beet payment of
$33.44 per ton of sugar beets as of February 28, 2001. The Company believes
there is a strong possibility the sugar production will be at least 150,000 cwt
more than projected, causing a positive impact on the grower payment of at least
$1.00 per ton.
LIQUIDITY AND CAPITAL RESOURCES
Because the Company operates as a cooperative, payments for member-delivered
sugarbeets, the principal raw material used in producing the sugar and
agri-products it sells, are subordinated to all member business expenses. In
addition, actual cash payments to members are spread over a period of
approximately one year following delivery of sugarbeet crops to the Company and
are net of unit retains and patronage allocated to them, all three of which
remain available to meet the Company's capital requirements. This member
financing arrangement may result in an additional source of liquidity and
reduced outside financing requirements in comparison to a similar business
operated on a non-cooperative basis. However, because sugar is sold throughout
the year (while sugarbeets are processed primarily between September and April)
and because substantial amounts of equipment are required for its operations,
the Company has utilized substantial outside financing on both a seasonal and
long-term basis to fund such operations. The financing has been provided by
Co-Bank (the "Bank"). The Company has a short-term line of credit with the Bank
for calendar years 2000 and 2001 of $45.0 million.
The loan agreements between the Bank and the Company obligate the company to
maintain the following financial covenants, and in accordance with GAAP:
* Maintain working capital of not less than $9.0 million as of August 31,
2001.
* Maintain a long-term debt and capitalized leases to equity ratio of not
greater than .8:1.
* Maintain a current ratio of not less than 1.2:1.0 based on monthly
financial statements and attain a current ratio of not less than 1.2:1.0
based on fiscal year end audits.
* Maintain an available cash to current long-term debt ratio as defined in
the agreement of not less than 1.25:1.
As of February 28, 2001 the Company was in compliance with its loan agreement
covenants with the Bank.
Working Capital as of February 28, 2001 totals $36.3 million compared to $12.2
million at August 31, 2000, an increase of $24.1 million for the period.
Increased working capital is a result of normal financing, operational and
capital expenditure activities of the Company.
The targeted working capital for August 31, 2001 is approximately $11.0 million
dollars and, in the Company's opinion, will be attained.
The primary factor for the changes in the Company's financial condition for the
six months ended February 28, 2001 was due to the seasonal needs of the
2000/2001 sugarbeet-processing season. The cash used to provide for operations
of $25.5 million and for investing activities of $.8 million was funded through
cash flow financing activities, and a reduction in cash. The net cash provided
through financing activities of $23.7 million was primarily provided through
proceeds from the issuance of short term debt of $25.5 million; offset by $1.8
million of long term debt payments.
Capital expenditures for the six months ended February 28, 2001 totaled $.9
million. Capital expenditures for fiscal year 2001 are currently estimated at
$3.0 million.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the shareholders was held on December 5, 2000. At the
meeting the Cooperative held election of directors. Elected to three year terms
by voice vote and unanimous consent were the following directors: Jerry Meyer,
district one; Charles Steiner, district six; Doug Etten, district eight. In
addition, the following directors (including current expiration of term)
continued on following the Cooperative's annual meeting: Russell Mauch, district
two (2001); Ed Moen, Jr., district three (2001); Victor Krabbenhoft, district
nine (2001); Mike Hasbargen, district four (2002); Jack Lacey, district five
(2002); and Paul Summer, district seven (2002).
ITEM 5. OTHER INFORMATION
Mr. David H Roche, Savanna, Ga., became the president of Minn-Dak Farmers
Cooperative effective March 1, 2001. Mr. Roche earned an MBA from Michigan State
University. He began his sugar career as the controller for Michigan Sugar in
1976, becoming president of Michigan Sugar in 1994. Following the buyout of
Michigan Sugar in 1985 by Savannah Foods, and Savannah Foods by Imperial Sugar
Company in 1997, Mr. Roche held a number of key executive positions in Michigan
Sugar, Savannah Foods, and Imperial Sugar Company.
In February 2001, Universal Foods/Sensient Technologies ("Sensient") entered
into an agreement with LeSaffre International to sell its Red Star Yeasts and
Products division to LeSaffre. Sensient owns 20% of Minn-Dak Yeast Company. As a
result of the sale of Red Star Yeast and Products, Minn-Dak Farmers Cooperative
and Sensient further entered into an agreement whereby Minn-Dak Yeast Company's
yeast will continue to be purchased and sold by Sensient under the name of
Dakota Yeast - Minn-Dak Yeast Company's logo. Sensient will continue to perform
under the obligations and rights established in the 1994 original agreements,
with the exception that Sensient has given up their molasses purchase contract.
This contract gave Sensient the first right of refusal on certain levels of
Minn-Dak Farmers Cooperative produced beet molasses. This change puts Minn-Dak
Yeast in the position of one of four competitors in the fresh baker's yeast
market in the U.S.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
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SIGNATURES
Pursuant to the requirement 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.
MINN-DAK FARMERS COOPERATIVE
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(Registrant)
Date: April 12, 2001 /s/ DAVID H. ROCHE
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David H. Roche
President and Chief Executive Officer
Date: April 12, 2001 /s/ STEVEN M. CASPERS
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Steven M. Caspers
Chief Financial Officer