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Previous: AMERICAN AIRLINES INC, 8-K, 2001-01-10 |
Next: AMERICAN GENERAL CORP /TX/, SC 13G/A, 2001-01-10 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/x/ |
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the period ended November 30, 2000
Commission file number: 33-83868
AMERICAN CRYSTAL SUGAR COMPANY
(Exact name of registrant as specified in its charter)
| Minnesota (State or other jurisdiction of incorporation or organization) |
84-0004720 (I.R.S. Employer Identification No.) |
101 North Third Street
Moorhead, Minnesota 56560
(Address of principal executive offices)
Telephone Number (218) 236-4400
(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, 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.
| Class of Common Stock |
Outstanding at January 5, 2001 |
|
|---|---|---|
| $10 Par Value | 3,004 |
AMERICAN CRYSTAL SUGAR COMPANY
FORM 10-Q
INDEX
| |
|
PAGE NO. |
|||
|---|---|---|---|---|---|
| PART I | FINANCIAL INFORMATION | ||||
ITEM 1. |
FINANCIAL STATEMENTS |
||||
BALANCE SHEETS |
1 |
||||
STATEMENTS OF OPERATIONS |
3 |
||||
STATEMENTS OF CASH FLOWS |
4 |
||||
NOTES TO THE FINANCIAL STATEMENTS |
5 |
||||
ITEM 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
6 |
|||
PART II |
OTHER INFORMATION |
||||
ITEM 1. |
LEGAL PROCEEDINGS |
9 |
|||
ITEM 4. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
9 |
|||
ITEM 6. |
EXHIBITS AND REPORTS ON FORM 8-K |
10 |
|||
SIGNATURES |
14 |
||||
AMERICAN CRYSTAL SUGAR COMPANY
Balance Sheets
(Unaudited)
(Dollars in Thousands)
| |
November 30 |
|
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
August 31, 2000* |
|||||||||||
| |
2000 |
1999 |
||||||||||
| Current Assets: | ||||||||||||
| Cash and Cash Equivalents | $ | 24 | $ | 10,260 | $ | 70,124 | ||||||
| Accounts Receivable: | ||||||||||||
| Trade | 53,210 | 69,403 | 49,489 | |||||||||
| Members | 1,902 | 1,620 | 1,063 | |||||||||
| Other | 3,926 | 3,108 | 3,230 | |||||||||
| Advances to Related Parties | 80 | 4,509 | 9,219 | |||||||||
| Inventories | 346,194 | 375,526 | 147,935 | |||||||||
| Prepaid Expenses | 21,795 | 2,013 | 4,363 | |||||||||
| Total Current Assets | 427,131 | 466,439 | 285,423 | |||||||||
Property and Equipment: |
||||||||||||
| Land | 27,804 | 25,294 | 27,616 | |||||||||
| Buildings and Equipment | 826,099 | 808,294 | 825,047 | |||||||||
| Construction-in-Progress | 10,571 | 7,877 | 6,676 | |||||||||
| Less: Accumulated Depreciation | (490,616 | ) | (468,220 | ) | (477,868 | ) | ||||||
| Net Property and Equipment | 373,858 | 373,245 | 381,471 | |||||||||
Other Assets: |
||||||||||||
| Investments in CoBank | 15,135 | 15,417 | 15,135 | |||||||||
| Investments in Marketing Cooperatives | 3,267 | 3,154 | 3,219 | |||||||||
| Investments in ProGold Limited Liability Company | 37,289 | 36,057 | 36,867 | |||||||||
| Investments in Crystech, LLC | 1,584 | 1,688 | 1,630 | |||||||||
| Notes Receivable—Crystech, LLC | 13,905 | 13,500 | 13,905 | |||||||||
| Other Assets | 1,980 | 6,071 | 2,069 | |||||||||
| Total Other Assets | 73,160 | 75,887 | 72,825 | |||||||||
| Total Assets | $ | 874,149 | $ | 915,571 | $ | 739,719 | ||||||
1
AMERICAN CRYSTAL SUGAR COMPANY
Balance Sheets
(Unaudited)
(Dollars in Thousands)
LIABILITIES AND MEMBERS' INVESTMENTS
| |
November 30 |
|
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
August 31, 2000* |
|||||||||||
| |
2000 |
1999 |
||||||||||
| Current Liabilities: | ||||||||||||
| Short-Term Debt | $ | 134,486 | $ | 159,655 | $ | 103,376 | ||||||
| Current Maturities of Long-Term Debt | 18,925 | 18,915 | 18,925 | |||||||||
| Accounts Payable: | ||||||||||||
| Trade | 13,208 | 8,185 | 19,895 | |||||||||
| Other | 12,670 | 27,674 | 6,396 | |||||||||
| Advances due to Related Parties | 7,680 | 2,121 | 8,845 | |||||||||
| Accrued Continuing Costs (see note 3) | 36,458 | 39,739 | — | |||||||||
| Other Current Liabilities | 17,258 | 16,333 | 18,984 | |||||||||
| Amounts Due Members | 142,093 | 152,988 | 53,666 | |||||||||
Total Current Liabilities |
382,778 |
425,610 |
230,087 |
|||||||||
Long-Term Debt, Excluding Current Maturities |
229,905 |
232,135 |
230,905 |
|||||||||
| Deferred Income Taxes | 1,941 | 1,858 | 1,920 | |||||||||
| Other Liabilities | 26,398 | 31,365 | 27,477 | |||||||||
| Total Liabilities | 641,022 | 690,968 | 490,389 | |||||||||
Members' Investments: |
||||||||||||
| Preferred Stock | 38,275 | 38,275 | 38,275 | |||||||||
| Common Stock | 30 | 30 | 30 | |||||||||
| Additional Paid-in Capital | 134,197 | 127,218 | 131,071 | |||||||||
| Unit Retains | 97,336 | 97,157 | 116,216 | |||||||||
| Accumulated Other Comprehensive Income/(Loss) | (655 | ) | (4,088 | ) | (655 | ) | ||||||
| Retained Earnings/(Deficit) | (36,056 | ) | (33,989 | ) | (35,607 | ) | ||||||
| Total Members' Investments | 233,127 | 224,603 | 249,330 | |||||||||
| Total Liabilities and Members' Investments | $ | 874,149 | $ | 915,571 | $ | 739,719 | ||||||
2
AMERICAN CRYSTAL SUGAR COMPANY
Statements of Operations
(Unaudited)
(Dollars in Thousands)
| |
For the Three Months Ended November 30 |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| |
2000 |
1999 |
|||||||
| Net Revenue | $ | 242,855 | $ | 217,978 | |||||
| Cost of Product Sold | 49,184 | 12,925 | |||||||
Gross Proceeds |
193,671 |
205,053 |
|||||||
Selling, General & Administrative Expenses |
43,368 |
44,499 |
|||||||
| Accrued Continuing Costs (see note 3) | 36,458 | 39,739 | |||||||
| Operating Proceeds | 113,845 | 120,815 | |||||||
Other Income (Expenses) |
|||||||||
| Interest Income | 1,324 | 464 | |||||||
| Interest Expense | (4,424 | ) | (4,171 | ) | |||||
| Other Income | 757 | 599 | |||||||
| Other Expenses | (313 | ) | (31 | ) | |||||
| Other Income (Expense) | (2,656 | ) | (3,139 | ) | |||||
Proceeds before Income Taxes |
111,189 |
117,676 |
|||||||
| Income Taxes (Provision)/Benefit | (20 | ) | (22 | ) | |||||
| Net Proceeds Resulting from Member and Non-Member Business | $ | 111,169 | $ | 117,654 | |||||
Distribution of Net Proceeds: |
|||||||||
| Credited/(Charged) to Members' Investments: | |||||||||
| Non-Member Business Income/(Loss) | $ | (449 | ) | $ | (261 | ) | |||
| Unit Retains Declared to Members | — | — | |||||||
| Net Credit/(Charge) to Members' Investments | (449 | ) | (261 | ) | |||||
| Payments to/due Members for Sugarbeets, Net of Unit Retains Declared | 111,618 | 117,915 | |||||||
| Total | $ | 111,169 | $ | 117,654 | |||||
3
AMERICAN CRYSTAL SUGAR COMPANY
Statements of Cash Flows
(Unaudited)
(In Thousands)
| |
For the Three Months Ended November 30 |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| |
2000 |
1999 |
|||||||
| Cash Provided By (Used In) Operations: | |||||||||
| Net Proceeds Resulting from Member and Non-Member Business | $ | 111,169 | $ | 117,654 | |||||
| Payments to Members for Sugarbeets, Net of Unit Retains Declared | (111,618 | ) | (117,915 | ) | |||||
| Add (Deduct) Non-Cash Items: | |||||||||
| Depreciation and Amortization | 13,147 | 9,199 | |||||||
| (Income) Loss from Equity Method Investees | (441 | ) | (481 | ) | |||||
| (Gain) Loss on the Disposition of Property and Equipment | 286 | — | |||||||
| Non-Cash Portion of Patronage Dividend from Banks for Cooperatives | — | 10 | |||||||
| Deferred Gain Recognition | (49 | ) | (49 | ) | |||||
| Changes in Assets and Liabilities: | |||||||||
| Receivables | (5,256 | ) | 1,760 | ||||||
| Inventories | (303,304 | ) | (263,568 | ) | |||||
| Prepaid Expenses | (17,431 | ) | 267 | ||||||
| Advances to Related Parties | 7,974 | 20,031 | |||||||
| Accounts Payable | (412 | ) | 9,601 | ||||||
| Accrued Continuing Costs | 36,457 | 39,739 | |||||||
| Other Liabilities | 754 | (201 | ) | ||||||
| Amounts Due Members | 88,427 | 117,290 | |||||||
| Net Cash (Used In) Operations | (180,297 | ) | (66,663 | ) | |||||
| Cash Provided By (Used In) Investing Activities: | |||||||||
| Purchases of Property and Equipment | (5,736 | ) | (5,754 | ) | |||||
| Proceeds from the Sale of Property and Equipment | 1 | — | |||||||
| Notes Receivable—Crystech LLC | — | (1,617 | ) | ||||||
| Changes in Other Assets | 68 | 85 | |||||||
| Net Cash (Used In) Investing Activities | (5,667 | ) | (7,286 | ) | |||||
| Cash Provided By (Used In) Financing Activities: | |||||||||
| Net Proceeds (Payments) on Short-Term Debt | 132,618 | 99,475 | |||||||
| Long-Term Debt Repayment | (1,000 | ) | (1,000 | ) | |||||
| Proceeds from Sale of Stock | 3,126 | 3,270 | |||||||
| Payment of Unit Retains | (18,880 | ) | (19,692 | ) | |||||
| Net Cash Provided by Financing Activities | 115,864 | 82,053 | |||||||
| Increase (Decrease) In Cash and Cash Equivalents | (70,100 | ) | 8,104 | ||||||
| Cash and Cash Equivalents, Beginning of Year | 70,124 | 2,156 | |||||||
| Cash and Cash Equivalents, End of Period | $ | 24 | $ | 10,260 | |||||
| Supplemental Schedule of Non-Cash Financing Activities: | |||||||||
| On September 30, 2000, the Company forfeited sugar in satisfaction of the Commodity Credit Corporation loans of $105.3 million including accrued interest of $3.8 million. | |||||||||
4
AMERICAN CRYSTAL SUGAR COMPANY
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
Note 1: Basis of Presentation
The unaudited financial statements contained herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles. However, in the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included.
The operating results for the three month period ended November 30, 2000 are not necessarily indicative of the results that may be expected for the year ended August 31, 2001.
The amount paid to growers for sugarbeets (beet payment) depends on the future selling prices of sugar and agri-products as well as processing and other costs to be incurred during the remainder of the fiscal year. For the purposes of this report, the amount of the beet payment, future revenues and costs have been estimated. Therefore, adjustments with respect to these estimates may be necessary in the future as additional information becomes available.
These financial statements should be read in conjunction with the financial statements and notes included in the Company's annual report for the year ended August 31, 2000.
Certain reclassifications have been made to the November 30, 1999 financial statements to conform with the November 30, 2000 presentation.
Note 2: Inventories
The major components of inventories are as follows (In Thousands):
| |
11/30/00 |
11/30/99 |
8/31/00 |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Refined Sugar, Pulp, Molasses, Other Agri-Products and Sugar Beet Seed | $ | 137,165 | $ | 135,733 | $ | 126,545 | ||||
| Unprocessed Sugarbeets | 191,572 | 220,077 | 3,402 | |||||||
| Maintenance Parts & Supplies | 17,457 | 19,716 | 17,988 | |||||||
| Total Inventories | $ | 346,194 | $ | 375,526 | 147,935 | |||||
Sugar, pulp, molasses and other agri-products inventories are valued at estimated net realizable value. Unprocessed sugarbeets are valued at the estimated net beet payment plus estimated unit retains to be withheld. Maintenance parts & supplies and beet seed inventories are valued at the lower of average cost or market.
Note 3: Accrued Continuing Costs
For interim reporting, the Net Proceeds from Member Business is based on the forecasted beet payment and the percentage of the tons of sugarbeets processed to the total estimated tons of sugarbeets to process for a given crop year. Accrued continuing costs represent the difference between the Net Proceeds from Member Business as determined above and actual member business crop year revenues realized and expenses incurred through the end of the reporting period. Accrued continuing costs are reflected in the Financial Statements as a cost on the Statements of Operations and as a current liability on the Balance Sheets.
5
Note 4: Members' Investments
| |
Par Value |
Shares Authorized |
Shares Issued & Outstanding |
|||||
|---|---|---|---|---|---|---|---|---|
| Preferred Stock: | ||||||||
| January 5, 2001 | $ | 76.77 | 600,000 | 498,570 | ||||
| November 30, 2000 | $ | 76.77 | 600,000 | 498,570 | ||||
| August 31, 2000 | $ | 76.77 | 600,000 | 498,570 | ||||
| November 30, 1999 | $ | 76.77 | 600,000 | 498,570 | ||||
Common Stock: |
||||||||
| January 5, 2001 | $ | 10.00 | 4,000 | 3,004 | ||||
| November 30, 2000 | $ | 10.00 | 4,000 | 3,006 | ||||
| August 31, 2000 | $ | 10.00 | 4,000 | 3,006 | ||||
| November 30, 1999 | $ | 10.00 | 4,000 | 2,951 | ||||
Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition For the Three months Ended November 30, 2000 and 1999
This report contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include, among others, those statements including the words "expect", "anticipate", "believe", "may" and similar expressions. The Company's actual results could differ materially from those indicated. Important factors that could cause or contribute to such differences include, without limitation, market factors, weather and general economic conditions, farm and trade policy, available quantity and quality of sugarbeets. For a more complete discussion of "Important Factors", please refer to the Company's 2000 Form 10-K.
Comparison of the Three months Ended November 30, 2000 and 1999
Revenue for the three months ended November 30, 2000, was $242.9 million, an increase of $24.9 million from 1999. Revenue from total sugar sales increased 12.2 percent which reflects the proceeds from the forfeiture of sugar to the Commodity Credit Corporation (CCC) this year, partially offset by a 15.1 percent decrease in hundredweight sold and a 7.5 percent decrease in the average selling price per hundredweight. Revenue from pulp sales increased 12.2 percent due to a 7.7 percent increase in the volume of pulp sold and 4.1 percent increase in the average selling price per ton. Revenue from molasses sales decreased 30.3 percent due to a 49.1 percent decrease in the volume of molasses sold partially offset by a 36.9 percent increase in the average selling price per ton. Revenue from the sales of Concentrated Separated By-Product (CSB), a by-product of the molasses desugarization process, increased 63.2 percent due to a 34.8 percent increase in sales volume and a 21.1 percent increase in the average selling price per ton. The decrease in sales volume of molasses and the increase in sales volume of CSB are primarily the result of the Crystech, LLC molasses desugarization facility at Hillsboro, North Dakota, which became operational on February 1, 2000.
Cost of product sold, for the three months ended November 30, 2000 exclusive of payments for sugarbeets, increased $36.3 million as compared to the same period in 1999. Direct processing costs for sugar and pulp increased 23.8 percent due to processing 5.5 percent more sugarbeets and due to the commencement of tolling charges from Crystech, LLC. Fixed and committed expenses decreased 3.0 percent reflecting lower maintenance and beet storage costs. The cost associated with sugar purchased to meet customer needs was down $11.1 million due to no such activity during the first quarter of fiscal 2001. Change in inventories impacted the cost of product sold unfavorably by $37.0 million in the first quarter of fiscal 2001 as compared to fiscal 2000 due primarily to the forfeiture of sugar to the CCC partially offset by increased sugar production and lower sugar sales.
6
Selling, General and Administrative expenses for the three months ended November 30, 2000 decreased $1.1 million from 1999. Sugar selling expenses decreased due to the decreased volume of sugar sold. General and Administrative expenses remained level compared with last year.
The decrease in accrued continuing costs was due primarily to changes in the volume of sugar sales and production, differences in the timing of incurring processing costs and the amount of unsold inventory on hand.
Interest income increased $ .9 million in fiscal 2001 primarily due to interest on the Crystech, LLC notes receivable and interest earned on short-term investments.
Interest expense increased primarily due to higher long-term and short-term interest rates.
Non-member activities resulted in a loss of $ .4 million for the three months ended November 30, 2000 as compared to a loss of $ .3 million for the same period last year. The losses in both fiscal years were comprised mainly of activities related to the investment in ProGold, LLC.
Current Market Trends
The domestic sugar market is currently experiencing an oversupply of refined sugar. This oversupply is the result of several factors. First, the World Trade Organization (WTO) requires imports of sugar, regardless of the domestic supply situation, from approximately 40 foreign nations that produce and export sugar. Second, sugar is currently entering the United States from Canada, over and above the WTO minimum, in the form of "stuffed molasses." "Stuffed molasses" is molasses that contains an extremely high percentage of sugar. Once the "stuffed molasses" reaches the United States, it is run through a desugarization process that separates the liquid sugar from the molasses. The liquid sugar is then sold in the domestic market. Third, Mexico, under the North American Free Trade Agreement (NAFTA), will be allowed to export 2.5 million hundredweight of sugar, tariff free, into the United States during fiscal 2001.
Due to these factors, the supply of refined sugar currently exceeds the domestic demand for refined sugar in the United States. This excess supply has resulted in a decline in domestic sugar prices. Lower sugar prices adversely impact the profitability of selling refined sugar in the United States, resulting in a direct negative impact on the gross beet payment.
During 2000, market conditions caused prices for raw and refined sugar to drop below the non-recourse loan rates established under the Federal Agriculture Improvement and Reform Act (the FAIR Act). The United States Department of Agriculture (USDA) attempted to support market prices by purchasing 132,000 tons of sugar and through a Payment-In-Kind program between it and the sugar producers, but prices remained below the non-recourse loan rates. As a result of this fall in price, several producers forfeited sugar under the terms of loans obtained from the CCC. The Company forfeited approximately 4.5 million hundredweight of sugar under CCC loans on September 30, 2000 (the maturity date of the loans).
During 2000, the USDA implemented a Payment-In-Kind (PIK) program. Under this program, the Company's shareholders were paid to destroy a portion of their 2000 sugarbeet crop. Payments to the Company's shareholders were made by the USDA in the form of certificates to be exchanged for sugar obtained by the USDA as a result of the purchases and forfeitures noted in the above paragraph. The Company has entered into contracts with its shareholders to purchase the sugar certificates they received from the USDA and reduce the shareholders' delivery obligation to the Company to the extent sugarbeets were destroyed. As a result of the PIK program, the number of acres of the 2000 sugarbeet crop harvested by the shareholders was reduced by approximately 33,000 acres. At this time, the Company does not believe that the reduction in sugarbeets available to process as a result of the PIK program will materially affect the results of operations for fiscal 2001.
7
On December 1, 2000, the CCC finalized the amount of sugar to be exchanged for the PIK certificates. As a result, the Company received approximately 1.6 million hundredweight of sugar in exchange for the PIK certificates.
Liquidity and Capital Resources
Under the Company's Bylaws and Grower Contracts, payments for member delivered sugarbeets, the Company's principal raw material, are subordinated to all member business expenses. Cash payments to members are spread over a period of approximately one-year following delivery of their sugarbeet crops to the Company. All unpaid portions 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. Because sugar is sold throughout the year (while sugarbeets are processed primarily in the fall, winter and spring) 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 majority of such financing has been provided by CoBank, ACB. The Company has a long-term debt commitment with CoBank of $218.7 million against which the Company had borrowed $155.3 million. In addition, the Company has long-term debt outstanding of $50 million from a private placement of Senior Notes that occurred in September of 1998, a term loan with US Bank of $2.0 million, a term loan with Bank of North Dakota of $7.2 million, and $34.3 million from nine separate issuances of Pollution Control and Industrial Development Revenue Bonds. The Company also has a seasonal line of credit with CoBank, ACB of $210 million that includes a line of credit with Norwest Bank for $3 million and any amounts obtained through issuance of instruments in its commercial paper program. The Company's commercial paper program provides short-term borrowings of up to $150 million.
On March 31, 2000, the Company entered into new Term and Seasonal loan agreements with CoBank, ACB. These new loans replace the loans with the St. Paul Bank for Cooperatives that have expired. CoBank, ACB and the St. Paul Bank for Cooperatives merged in 1999. The various loan agreements between CoBank, ACB and the Company obligate the Company to maintain or achieve certain amounts of working capital and certain financial ratios and impose restrictions on the Company. As of November 30, 2000, the Company was in compliance with its loan agreements.
On September 30, 2000, the Company forfeited approximately 4.5 million hundredweight of 1999 crop sugar to the CCC in satisfaction of the remaining $101.5 million in outstanding non-recourse loans and $3.8 million of accrued interest. The financial effect of this forfeiture on the members' 1999 crop beet payment has been reflected in the net realizable value calculation of the August 31, 2000, sugar inventory.
The change in the Company's financial condition from August 31, 2000 to November 30, 2000 is primarily due to normal business seasonality. The first three months of the Company's fiscal year includes the completion of the sugarbeet harvest, start of the processing campaign, and the initial payments to members for delivered sugarbeets. The cash used in operations of $180.3 million and investing activities of $5.7 million was funded through the cash provided by financing activities. The net cash provided by financing activities was primarily comprised of the net proceeds from short-term debt of $132.6 million, and proceeds from the installment sale of stock of $3.1 million, partially offset by the payment of the unit retains of $18.9 million.
Working capital has decreased $10.9 million from $55.3 million at the beginning of the year to $44.4 million as of November 30, 2000 primarily due to additional short-term debt, increases in payables, and the amounts due growers partially offset by increased inventories. Working capital as of November 30, 2000 was $44.4 million, an increase of $3.6 million when compared to $40.8 million of working capital as of November 30, 1999.
8
Capital expenditures for the three months ended November 30, 2000 were $5.7 million as compared to $5.8 million for the same period in 1999. The Company had outstanding commitments totaling $6.2 million as of November 30, 2000, for equipment and construction contracts related to various capital projects.
The Company anticipates that the funds necessary for working capital requirements and future capital expenditures will be derived from operations, short-term borrowings, depreciation, unit retains and long-term borrowings.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time and in the ordinary course of its business, the Company is named as a defendant in legal proceedings related to various issues, including worker's compensation claims, tort claims and contractual disputes. The Company is currently involved in certain legal proceedings, which have arisen in the ordinary course of the Company's business. The Company is also aware of certain other potential claims, which could result in the commencement of legal proceedings. The Company carries insurance, which provides protection against certain types of claims. With respect to current litigation and potential claims of which the Company is aware, the Company's management believes that (i) the Company has insurance protection to cover all or a portion of any judgments which may be rendered against the Company with respect to certain claims or actions and (ii) any judgments which may be entered against the Company and which may exceed such insurance coverage or which may arise in actions involving potential liabilities not covered by insurance policies are not likely to have a material adverse effect upon the Company, or its assets or operations.
Item 4. Submission of Matters to a Vote of Security Holders
At the Moorhead Factory District Meeting held on November 6, 2000, Richard Borgen was re-elected as a Director, receiving 88 of the 105 votes cast. His three-year term expires in December, 2003. Michael A. Astrup and David J. Kragnes will continue as Directors for the Moorhead Factory District.
At the Hillsboro Factory District Meeting held on November 7, 2000, Francis L. Kritzberger was re-elected as a Director, receiving 88 of the 88 votes cast with 1 abstention. His three-year term expires in December, 2003. Jerry D. Bitker and Court G. Hanson will continue as Directors for the Hillsboro Factory District.
At the East Grand Forks Factory District Meeting held on November 8, 2000, Paul Driscoll was elected as a Director, receiving 96 of the 170 votes cast. His three-year term expires in December, 2003. Steven M. Goodwin and G. Terry Stadstad will continue as Directors for the East Grand Forks Factory District.
At the Crookston Factory District Meeting held on November 9, 2000, Lonn M. Kiel was re-elected as a Director, receiving 90 of the 90 votes cast with 1 abstention. His three-year term expires in December, 2003. Ronald E. Reitmeier and Jim A. Ross will continue as Directors for the Crookston Factory District.
At the Drayton Factory District Meeting held on November 10, 2000, Neil Widner was elected as a Director, receiving 116 of the 228 votes cast. His three-year term expires in December, 2003. Patrick D. Mahar and Robert Vivatson will continue as Directors for the Drayton Factory District.
9
Item 6. Exhibits and Reports on Form 8-K
| Item No. |
|
Method of Filing |
||
|---|---|---|---|---|
| 3.1 | Restated Articles of Incorporation of American Crystal Sugar Company | Incorporated by reference to Exhibit 3(i) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. | ||
3.2 |
Restated By-laws of American Crystal Sugar Company |
Incorporated by reference to Exhibit 3(ii) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996. |
||
4.1 |
Restated Articles of Incorporation of American Crystal Sugar Company |
See Exhibit 3.1 |
||
4.2 |
Restated By-laws of American Crystal Sugar Company |
See Exhibit 3.2 |
||
10.1 |
Growers' Contract (5-year Agreement) |
Incorporated by reference to Exhibit 10(f) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996. |
||
10.2 |
Growers' Contract (Annual Contract) |
Incorporated by reference to Exhibit 10(g) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. |
||
10.3 |
Trademark License Agreement between Registrant and United Sugars Corporation, dated November 1, 1993 |
Incorporated by reference to Exhibit 10(l) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. |
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10.4 |
Uniform Member Marketing Agreement, Pool Basis between Registrant and Midwest Agri-Commodities Company, dated April 14, 1992 |
Incorporated by reference to Exhibit 10(m) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. |
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10.5 |
Stipulation Agreement between Registrant and State of Minnesota Pollution Control Agency |
Incorporated by reference to Exhibit 10(n) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. |
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10.6 |
Amended and Restated Loan Agreement between Registrant and US Bank, formerly First Bank National Association, dated November 22, 1993 |
Incorporated by reference to Exhibit 10(q) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. |
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10.7 |
Pension Contract and Amendments |
Incorporated by reference to Exhibit 10(r) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. |
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10.8 |
Form of Operating Agreement between Registrant and ProGold Limited Liability Company |
Incorporated by reference to Exhibit 10(u) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. |
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10.9 |
Form of Member Control Agreement between Registrant and ProGold Limited Liability Company |
Incorporated by reference to Exhibit 10(v) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. |
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10.10 |
Administrative Services Agreement between Registrant and ProGold Limited Liability Company |
Incorporated by reference to Exhibit 10(w) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. |
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10.11 |
Uniform Member Marketing Agreement |
Incorporated by reference to Exhibit 10(x) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. |
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+10.12 |
Coal Supply Agreement between Registrant and Spring Creek Coal Company, dated August 25, 1995 |
Incorporated by reference to Exhibit 10(y) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996. |
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+10.13 |
Coal Transportation Agreement between Registrant and Northern Coal Transportation Company, dated August 25, 1995 |
Incorporated by reference to Exhibit 10(z) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996. |
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+10.14 |
Gas Sales Contract between Registrant and Coastal Gas Marketing Company, dated as of March 20, 1996 |
Incorporated by reference to Exhibit 10(aa) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996. |
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+10.15 |
Trademark License Agreement between Registrant and The Pillsbury Company, dated as of April 9, 1997 |
Incorporated by reference to Exhibit 10(dd) from the Company's Registration Statement on Form S-1 (File No. 333-32251), declared effective October 24, 1997. |
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10.16 |
Pledge Agreement between Registrant and First Union Trust Company, NA |
Incorporated by reference to Exhibit 10(ee) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998. |
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10.17 |
Indemnity Agreement between Registrant, Newcourt Capital USA Inc., Crystech, LLC and Crystech Senior Lender Trust |
Incorporated by reference to Exhibit 10(ff) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998. |
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10.18 |
Tolling Services Agreement between Crystech, LLC and Registrant |
Incorporated by reference to Exhibit 10(gg) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998. |
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10.19 |
Operations and Maintenance Agreement between Crystech, LLC and Registrant |
Incorporated by reference to Exhibit 10(hh) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998. |
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++10.20 |
Limited Liability Company Agreement of Crystech, LLC |
Incorporated by reference to Exhibit 10(ii) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998. |
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10.21 |
Master Agreement between the Registrant and Bakery, Confectionery, Tobacco Workers & Grain Millers AFL-CIO, CLC |
Incorporated by reference to Exhibit 10.22 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999 |
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10.22 |
Uniform Member Beet Sugar Marketing Agreement |
Incorporated by reference to Exhibit 10.23 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999 |
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10.23 |
Registrant's Senior Note Purchase Agreement |
Incorporated by reference to Exhibit 10.24 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999 |
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10.24 |
Registrant's Senior Note Intercreditor and Collateral Agency Agreement |
Incorporated by reference to Exhibit 10.25 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999 |
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10.25 |
Registrant's Senior Note Restated Mortgage and Security Agreement |
Incorporated by reference to Exhibit 10.26 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999 |
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10.26 |
Employment Agreement between the Registrant and James J. Horvath |
Incorporated by reference to Exhibit 10.28 from the Company's Annual Report on Form 10-K form the year ended August 31, 1999 |
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10.27 |
Term and Seasonal Loan Agreements between the Registrant and CoBank, ACB dated March 31, 2000 |
Incorporated by reference to Exhibit 10.27 from the Company's Form 10-Q for the quarter ended May 31, 2000 |
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10.28 |
Stipulation Agreement between Registrant and State of Minnesota Pollution Control Agency, dated April 4, 2000 |
Incorporated by reference to Exhibit 10.28 from the Company's Form 10-Q for the quarter ended May 31, 2000 |
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10.29 |
Board of Directors Deferred Compensation Plan, dated June 30, 1994 |
Incorporated by reference to Exhibit 10.29 from the Company's Annual Report on Form 10K for the year ended August 31, 2000 |
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10.30 |
Long Term Incentive Plan, dated September 1, 1995 |
Incorporated by reference to Exhibit 10.30 from the Company's Annual Report on Form 10K for the year ended August 31, 2000 |
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10.31 |
Long Term Incentive Plan, dated June 23, 1999 |
Incorporated by reference to Exhibit 10.31 from the Company's Annual Report on Form 10K for the year ended August 31, 2000 |
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21.1 |
List of Subsidiaries of the Registrant |
Incorporated by reference to Exhibit 21.1 from the Company's Annual Report on Form 10K for the year ended August 31, 1999 |
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23.1 |
Consent of Eide Bailly LLP |
Incorporated by reference to Exhibit 23.1 from the Company's Annual Report on Form 10K for the year ended August 31, 2000 |
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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.
| AMERICAN CRYSTAL SUGAR COMPANY (Registrant) |
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Date: January 5, 2001 |
/s/ BRIAN INGULSRUD Brian Ingulsrud Corporate Controller Duly Authorized Officer |
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