UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
COMMISSION FILE NO. 333-71213
MINNESOTA CORN PROCESSORS, LLC
(Exact name of registrant as specified in its charter)
COLORADO 41-1928467
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
901 NORTH HIGHWAY 59, MARSHALL, MN 56258-2744
(Address of principal executive offices)
(507) 537-2676
(Registrant's telephone number including area code)
(not applicable)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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 __X__ No ____
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
On July 1, 2000 the registrant issued Class A voting units and Class B
non-voting units in connection with the conversion of Minnesota Corn Processors,
Inc., a Minnesota cooperative into the registrant Colorado limited liability
company, Minnesota Corn Processors, LLC. There is no established public market
for the registrant's voting and non-voting equity securities. However, there is
a limited private market for the voting member units of the registrant. As of
August 9, 2000 the aggregate market value of voting units of the registrant held
by non-affiliates was approximately $234,370,756.20, (based on the sale price of
$1.19849 per unit on such date). The number of non-voting units of the
registrant outstanding as of August 9, 2000 was 58,622,340, all of which were
held by Archer Daniels Midland Company.
<PAGE>
INTRODUCTORY COMMENTS
Minnesota Corn Processors, Inc. ("MCP"), a Minnesota cooperative,
converted from a cooperative form of corporate entity into a Colorado limited
liability company on July 1, 2000. The new name of the entity, registrant, is
Minnesota Corn Processors, LLC (also referred to as "MCP"). This Form 10-Q
includes financial information about MCP the cooperative. Any references to
facts or figures after June 30, 2000 relate to MCP, the limited liability
company.
PART I - FINANCIAL INFORMTION
ITEM 1. FINANCIAL STATEMENTS.
MINNESOTA CORN PROCESSORS
Consolidated Statement of Operations
UNAUDITED
(In Millions)
<TABLE>
<CAPTION>
For the Quarter Ended
June 30,
---------------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
Net sales, storage and handling charges $ 153.4 $ 144.9
Cost of goods 128.9 123.3
--------------- ---------------
Gross proceeds 24.5 21.6
Selling, general and administrative expenses 14.4 13.6
--------------- ---------------
Net operating proceeds 10.1 8.0
--------------- ---------------
Other Income (Expense)
Interest expense (5.4) (5.4)
Interest and other income (expense) 0.3 (0.4)
Gain on disposal of property and equipment 1.0 0.0
--------------- ---------------
Total Other Income (Expense) (4.1) (5.8)
--------------- ---------------
Net proceeds before income taxes 6.0 2.2
Provision for income taxes 0.1 0.1
--------------- ---------------
Net proceeds $ 5.9 $ 2.1
=============== ===============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
MINNESOTA CORN PROCESSORS
Consolidated Balance Sheet
UNAUDITED
(In Millions)
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
------------ ------------
ASSETS
----------------------------------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 0.6 $ 10.5
Receivables 60.1 60.3
Inventories 40.1 37.3
Prepaids and other assets 3.1 2.9
Margin deposits 18.3 5.4
------------ ------------
Total current assets 122.2 116.4
------------ ------------
Investments and other assets
Investments 10.4 10.4
Deferred debt refinancing costs 2.9 3.0
Cash surrender value of life insurance 0.2 0.1
Non-current receivables 2.6 2.6
Non-current prepaids 1.4 1.5
Goodwill 5.4 5.5
------------ ------------
Total investments and other assets 22.9 23.1
------------ ------------
Property, plant, and equipment 720.6 718.1
Accumulated depreciation 260.1 249.3
------------ ------------
Net property, plant, and equipment 460.5 468.8
------------ ------------
Total assets $ 605.6 $ 608.3
============ ============
LIABILITIES & MEMBER EQUITIES
----------------------------------------
Current Liabilities
Short- term notes payable $ 0.7 $ 0.7
Current portion of long-term debt 0.6 0.6
Accounts payable - grain 3.0 4.8
Accounts payable - other 20.0 21.1
Value added payable 4.5 8.7
Income taxes payable 0.1 0.1
Accrued payroll costs 3.5 3.8
Accrued real estate taxes 2.0 2.4
Accrued interest expense 5.5 1.7
Accrued expenses and taxes 2.0 1.6
------------ ------------
Total current liabilities 41.9 45.5
Long-term debt 270.5 270.6
Deferred compensation 0.2 0.7
------------ ------------
Total liabilities 312.6 316.8
Member Equities
Units of equity participation certificates 247.0 247.0
Non-voting unitis of equity participation 119.8 119.8
Contributed capital 1.0 1.0
Unallocated capital deficit (60.7) (61.3)
Non-qualified patronage refunds 3.8 3.8
Loss allocated to members (17.9) (18.8)
------------ ------------
Total member equities 293.0 291.5
------------ ------------
Total liabilities and member equities $ 605.6 $ 608.3
============ ============
</TABLE>
See accompanying noted to condensed consolidated financial statements.
<PAGE>
MINNESOTA CORN PROCESSORS
Consolidated Statement of Cash Flows
UNAUDITED
(In Millions)
<TABLE>
<CAPTION>
For the Quarter Ended
June 30,
---------------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net proceeds $ 5.9 $ 2.1
Adjustments to reconcile net proceeds to (loss) net
cash provided (used) by operating activities:
Depreciation and amortization 11.4 11.3
Investment impairment loss 0.0 0.3
Unrealized (gain) loss on foreign exchange 0.0 (0.1)
Gain on disposal of property and equipment (1.0) 0.0
Provision for doubtful accounts 0.1 0.3
Change in operating assets and liabilities
Receivables 0.2 (3.3)
Inventories (2.7) (3.4)
Cash surrender value of life insurance 0.0 0.0
Prepaids and other assets (0.2) (0.9)
Margin deposits (13.0) (3.0)
Accounts payable - grain (1.8) (2.0)
Accounts payable - other (1.5) (9.0)
Accrued payroll costs (0.3) 0.0
Accrued real estate taxes (0.4) (0.4)
Accrued interest expense 3.8 3.7
Accrued expenses 0.3 7.2
Deferred compensation (0.5) 0.0
------------ ------------
Net cash provided by operating activities 0.3 2.8
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITES
Additions to property and equipment (2.7) (6.6)
Investments purchased 0.0 (0.4)
Proceeds from disposal of property and equipment 1.2 0.0
------------ ------------
Net cash used by investing activities (1.5) (7.0)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on short-term borrowings 0.0 0.0
Principal payments on long-term debt (0.1) 0.0
(Increase) Decrease in long-term receivable 0.0 0.1
Loss allocation payments from members 0.0 0.1
Value added (8.6) (0.1)
------------ ------------
Net cash provided (used) by financing activities (8.7) 0.1
------------ ------------
Net Increase (Decrease) in Cash and Cash Equivalents (9.9) (4.1)
Cash and Cash Equivalents at beginning of the year 10.5 8.6
------------ ------------
Cash and Cash Equivalents at end of period $ 0.6 $ 4.5
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
MINNESOTA CORN PROCESSORS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the first quarter ended June 30, 2000 are
not necessarily indicative of the results that may be expected for a full
twelve-month period. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended March 31, 2000.
NOTE 2 - INVENTORIES
Principal elements of inventories were as follows:
<TABLE>
<CAPTION>
(In Millions)
June 30 March 31
------------ ------------
<S> <C> <C>
Unprocessed corn $ 2.9 $ 3.6
Chemicals, raw material supplies, and coal 5.4 5.4
Goods in process of manufacture 2.0 1.9
Finished goods 14.6 11.6
Repair parts 11.1 11.5
Liquid Sugars, Inc. - sweetener inventory - bulk and
specialty products 4.1 3.3
------------ ------------
Total inventories $ 40.1 $ 37.3
============ ============
</TABLE>
<PAGE>
NOTE 3 - COMMITMENTS AND CONTINGENCIES
MCP is involved in various claims at June 30, 2000. In the opinion of
management, the ultimate liability for such claims would not have a material
adverse financial effect upon the company. Management further believes that all
or part of any potential liability for certain of these claims will be covered
by insurance, and management is vigorously defending all such claims against the
cooperative.
It is expected that the total costs to complete the construction in progress at
June 30, 2000, for MCP will approximate $21,707,582.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
NET SALES. Net sales for the quarter ended June 30, 2000 totaled $153.4
million, up 5.9% from net sales of $144.9 million for the quarter ended June 30,
1999. Increased corn sweetener and ethanol volumes accounted for the majority of
the increase in net sales. Lower selling prices for corn sweeteners and lower
sugar margins offset an increase in the net selling price of ethanol.
COST OF GOODS. The cost of goods sold increased from $123.3 million to
$128.9 million, or $5.6 million. The cost of corn increased by $2.1 million as a
result of increased production. Natural gas cost was up $3.1 million as compared
to June 30, 1999 primarily due to an increase in the price paid for the gas. A
decrease in repair and maintenance costs and the costs of sugar purchases offset
increases in labor and other manufacturing costs.
GROSS PROCEEDS. Gross proceeds for the quarter ended June 30, 2000 were
$24.5 million, up $2.9 million from the quarter ended June 30, 1999. This was
the result of the $8.5 million increase in net sales offset by the $5.6 million
increase in cost of goods sold.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the current quarter were up 6% or $800,000 over the
comparable quarter last year. Increased legal expenses and slightly higher
payroll costs accounted for the majority of the increase. A reduction of
$500,000 of the deferred compensation liability shown on the balance sheet
reduced some of the overall increase in the S, G & A expenses.
NET OPERATING PROCEEDS. The first quarter net operating proceeds
increased $2.1 million over the quarter ended June 30, 1999, or 26.3%. The
increase of $2.9 million in gross proceeds, decreased by the $800,000 increase
in selling, general and administrative expenses, accounted for this increase.
OTHER INCOME (EXPENSE). Other expense decreased from $5.8 million for
the quarter ended June 30, 1999 to $4.1 million for the quarter ended June 30,
2000, or $1.7 million. Financing costs remained relatively flat, even though
long-term debt was $20 million less than last year. This was due to an increase
in the interest rate paid on the variable rate portion of the long-term debt. An
increase in the amount of interest income earned in the current quarter and the
recording of a reserve for investment impairment in the comparable quarter for
last year accounted for the majority of the increase in other income. The $1
million increase in gain on disposal of property and equipment was the result of
selling the last of the parcels of land in Emeryville, CA.
NET PROCEEDS. Net proceeds for the quarter ended June 30, 2000 were
$5.9 million, an increase of $3.8 million over the comparable quarter last year.
The increase of $2.1 million in net operating proceeds combined with the
reduction of $1.7 million in other expenses accounted for the increase.
<PAGE>
LIQUIDITY AND CAPITAL RESOURSES
At June 30, 2000, MCP's total assets were $605.6 million, as compared to $608.3
million at March 31, 2000. Current assets increased by $5.7 million while net
property, plant and equipment decreased by $8.3 million, primarily as a result
of recording depreciation.
Cash flows for the quarter were used to fund operating expenses, capital
projects, and value added payments. Net cash flows from operating activities
were $.3 million, primarily due to funding MCP's margin accounts. Cash used for
investing activities totaled $1.5 million, reflecting normal capital
expenditures for the plants, offset by the proceeds received from the sale of
the Emeryville, CA transfer terminal. The $8.6 million of cash used for
financing activities was for the value-added payments to MCP's membership. MCP's
long-term debt was $270 million at the end of June 30, 2000, as well as at March
31, 2000. In addition to MCP's long-term debt, MCP has a $50 million revolving
line of credit facility on which there was no activity for the current quarter
as well as for the year ended March 31, 2000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information is set forth in MCP's Annual Report on Form 10-K for
the year ended March 31, 2000, and is incorporated by reference. There have been
no material changes to MCP's risk during the three months ended June 30, 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 9, 2000 MCP reached an agreement in principle to settle its
secured claims against American Sweeteners, Inc. ("AmSweet"), and certain claims
of AmSweet, its principal, and unsecured creditors pending against MCP. These
claims were asserted in AmSweet's July 26, 1999 Chapter 11 bankruptcy filing in
the United States Bankruptcy Court for the Eastern District of Pennsylvania
("the Bankruptcy Proceedings"). The agreement also settles MCP's related claims
against AmSweet's principal, Raymond J. McCormick, Jr. ("RJM") and his wife Mary
Lou McCormick ("MLM"), and counterclaims they asserted against MCP in the
federal district court for the Eastern District of Pennsylvania ("District Court
Proceedings").
The Bankruptcy Court proceedings involve four adversary proceedings. In
Adversary Proceeding No. 99-0773, MCP filed a complaint dated August 6, 1999
seeking reclamation of 13 railcars delivered within 10 days of AmSweet's
bankruptcy. AmSweet counterclaimed asserting a violation of the automatic stay,
conversion, and interference with contract, based on MCP's stoppage and
diversion of two railcars in transit at the time of AmSweet's bankruptcy.
AmSweet requested an unspecified amount of compensatory and punitive damages in
this proceeding.
In Adversary Proceeding No. 99-1031, MCP brought a complaint dated
November 24, 1999 for a declaratory judgment enforcing a subordination agreement
between AmSweet's principal, Raymond J. McCormick, Jr. ("RJM") and MCP, which
included a provision assigning to MCP RJM's $1.1 million participation interest
in the senior secured loans to AmSweet. AmSweet and RJM denied the effectiveness
of the assignment and brought several counterclaims. One such claim merely
incorporated AmSweet's counterclaim from Adversary Proceeding No. 99-0773; the
other major counterclaims alleged inequitable conduct and destruction of
business claims against MCP. The Official Committee of Unsecured Creditors of
AmSweet ("Committee") intervened in the inequitable conduct claims and joined
AmSweet and RJM in requesting equitable subordination of all of MCP's senior
secured claims and compensatory and punitive damages. In testimony of RJM during
deposition he asserted damages of approximately $25,000,000.
In a third adversary proceeding, Adversary Proceeding No. 00-0110, the
Committee brought a complaint dated January 28, 2000 against MCP to set aside
MCP's secured liens in AmSweet's assets based on the Committee's contention MCP
obtained its secured status through a fraudulent conveyance. The Committee also
brought a fourth adversary proceeding, dated January 28, 2000 Adversary
Proceeding No. 00-0111, against RJM in which it named MCP as an interested
party, seeking to disallow, equitably subordinate, or recharacterize RJM's $1.1
million participation interest and $1.5 million of unsecured debt.
The related district court proceeding dated November 24, 1999 involved
MCP's complaint against RJM and MLM alleging fraudulent transfers of certain
assets RJM owned individually to RJM and MLM jointly. RJM and MLM filed
counterclaims for malicious prosecution and abuse of process. In her May 10,
2000 deposition testimony, MLM identified damages of $100 million for each of
these claims. The district court has dismissed the malicious prosecution claim,
and MCP has outstanding a motion for summary judgment on the abuse of process
claim.
The agreement in principle read into the record in the bankruptcy court
on Wednesday, August 9, 2000, resolves all matters between AmSweet, the
McCormicks and the Committee. MCP will forgive its claims against AmSweet, RJM,
and MLM and will pay to RJM $1,225,000 and AmSweet $360,000; in return MCP will
receive certain assets of AmSweet, including cash of $500,000, inventory and
receivables, and AmSweet's Frazer, Pennsylvania, transfer facility in which it
held senior secured liens. MCP will also receive an assignment of $427,000 owing
RJM from the sale of his interest in another reseller, Sweeteners Plus. RJM will
pay into AmSweet $725,000 for the benefit of unsecured creditors and other cost
of administration.. The parties will enter into mutual releases of all their
claims. The agreement is subject to the completion of due diligence and
bankruptcy court approval with the closing set for August 23, 2000.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDINGS
None.
ITEM 3. THE DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE FOR SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule
(b) No current reports on Form 8-K were filed by MCP for the
quarter ended June 30, 2000.
<PAGE>
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.
MINNESOTA CORN PROCESSORS, LLC
Dated: August 14, 2000
By /s/ L. Dan Thompson
---------------------
L. Dan Thompson
President and Chief
Executive Officer
Dated: August 14, 2000
By /s/ Daniel H. Stacken
---------------------
Daniel H. Stacken
Vice President and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
Exhibit 27 Financial Data Schedule
Exhibit 23 Consent of Clifton Gunderson L.L.C.
