-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TKSherRBvJVoOzl5ZJiA+jAJfXY/Mg0WeOkCyY0R/Zx2NsN2atXfU3pBtOm3Y9eo AZlP2x7+Ujyy7sVB5bXkYg== 0001047469-99-027212.txt : 19990714 0001047469-99-027212.hdr.sgml : 19990714 ACCESSION NUMBER: 0001047469-99-027212 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990531 FILED AS OF DATE: 19990713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CRYSTAL SUGAR CO /MN/ CENTRAL INDEX KEY: 0000004828 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 840004720 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-83868 FILM NUMBER: 99663269 BUSINESS ADDRESS: STREET 1: 101 N 3RD ST CITY: MOORHEAD STATE: MN ZIP: 56560 BUSINESS PHONE: 6122028110 MAIL ADDRESS: STREET 1: 101 NORTH THIRD STREET CITY: MOORHEAD STATE: MN ZIP: 56560 10-Q 1 10-Q - ------------------------------------------------------------------------------- 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 MAY 31, 1999 COMMISSION FILE NUMBER: 33-83868 AMERICAN CRYSTAL SUGAR COMPANY (Exact name of registrant as specified in its charter) MINNESOTA 84-0004720 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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. OUTSTANDING AT CLASS OF COMMON STOCK JULY 1, 1999 --------------------- --------------- $10 PAR VALUE 2,949 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 7 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 10 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10 SIGNATURES
AMERICAN CRYSTAL SUGAR COMPANY Balance Sheets (Unaudited) (Dollars in Thousands) ASSETS
May 31 ------------------------------------ August 31, 1999 1998 1998 ----------------- ---------------- --------------- Current Assets: * Cash and Cash Equivalents $ 29 $ 35 $ 41 Accounts Receivable: Trade 73,792 50,390 53,874 Members 1,719 2,738 2,558 Other 65 1,667 2,801 Advances to Related Parties 13,269 29,037 26,402 Inventories 300,400 294,374 142,382 Prepaid Expenses 2,415 3,547 3,079 ----------------- ---------------- --------------- Total Current Assets 391,689 381,788 231,137 ----------------- ---------------- --------------- Property and Equipment: Land 14,671 13,395 13,818 Buildings and Equipment 678,174 639,866 664,453 Construction-in-Progress 134,721 88,377 112,470 Less: Accumulated Depreciation (461,076) (434,687) (438,801) ----------------- ---------------- --------------- Net Property and Equipment 366,490 306,951 351,940 ----------------- ---------------- --------------- Other Assets: Investments in Banks for Cooperatives 13,970 15,907 15,890 Investments in Marketing Cooperatives 2,896 2,510 2,197 Investment in ProGold LLC 35,541 35,203 35,172 Investment in Crystech 1,574 - 1,574 Other Assets 13,743 4,558 8,550 ----------------- ---------------- --------------- Total Other Assets 67,724 58,178 63,383 ----------------- ---------------- --------------- Total Assets $ 825,903 $ 746,917 $ 646,460 ----------------- ---------------- --------------- ----------------- ---------------- ---------------
* Derived from audited financial statements. The Accompanying Notes are an Integral Part of These Financial Statements. 1 AMERICAN CRYSTAL SUGAR COMPANY Balance Sheets (Unaudited) (Dollars in Thousands) LIABILITIES AND MEMBERS' INVESTMENTS
May 31 ------------------------------------ August 31, 1999 1998 1998 ----------------- ----------------- ----------------- Current Liabilities: * Short-Term Debt $ 177,433 $ 191,527 $ 116,322 Current Maturities of Long-Term Debt 18,800 18,800 17,800 Accounts Payable: Trade 7,573 7,227 31,421 Other 5,170 8,510 4,710 Accrued Continuing Costs 58,211 65,026 - Other Current Liabilities 16,799 15,397 16,112 Amounts Due Members 56,799 26,947 14,415 ----------------- ----------------- ----------------- Total Current Liabilities 340,785 333,434 200,780 Long-Term Debt, Excluding Current Maturities 232,895 168,000 194,695 Deferred Income Taxes 1,753 1,540 1,753 Other Liabilities 26,488 25,479 24,389 ----------------- ----------------- ----------------- Total Liabilities 601,921 528,453 421,617 ----------------- ----------------- ----------------- Members' Investments Preferred Stock 38,275 38,263 38,275 Common Stock 29 28 28 Additional Paid-in Capital 123,737 115,939 116,183 Unit Retains 95,562 97,435 105,850 Pension Liability Adjustment (2,259) (4,131) (2,259) Retained Earnings (31,362) (29,070) (33,234) ----------------- ----------------- ----------------- Total Members' Investments 223,982 218,464 224,843 ----------------- ----------------- ----------------- Total Liabilities and Members' Investments $ 825,903 $ 746,917 $ 646,460 ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
* Derived from audited financial statements. The Accompanying Notes are an Integral Part of These Financial Statements. 2 AMERICAN CRYSTAL SUGAR COMPANY Statement of Operations (Unaudited) (Dollars in Thousands)
For the Nine Months Ended Three Months Ended May 31 May 31 ---------------------------------- ------------------------------------- 1999 1998 1999 1998 ----------------- --------------- ----------------- ----------------- Net Revenue $ 603,533 $ 506,393 $ 227,558 $ 170,147 Cost of Product Sold 33,879 9,559 45,790 24,022 ----------------- --------------- ----------------- ----------------- Gross Proceeds 569,654 496,834 181,768 146,125 Selling, General & Administrative Expenses 133,893 105,063 48,185 33,799 Accrued Continuing Costs 58,211 65,026 11,753 39,672 ----------------- --------------- ----------------- ----------------- Operating Proceeds 377,550 326,745 121,830 72,654 ----------------- --------------- ----------------- ----------------- Other Income (Expenses) Interest Income 787 536 349 199 Interest Expense (16,925) (9,380) (5,984) (2,385) Other Income 5,250 578 533 2,779 Other Expenses (3,421) (4,531) (218) 941 ----------------- --------------- ----------------- ----------------- Other Income (Expense) (14,309) (12,797) (5,320) 1,534 ----------------- --------------- ----------------- ----------------- Proceeds before Income Taxes 363,241 313,948 116,510 74,188 Income Taxes Provision/Benefit - - - - ----------------- --------------- ----------------- ----------------- Net Proceeds Resulting from Member and Non-Member Business $ 363,241 $ 313,948 $ 116,510 $ 74,188 ----------------- --------------- ----------------- ----------------- ----------------- --------------- ----------------- ----------------- Distribution of Net Proceeds: Credited/(Charged) to Member's Investments: Non-Member Business Income/(Loss) $ 1,872 $ (5,515) $ 1,282 $ 707 Unit Retains Declared to Members - - - - ----------------- --------------- ----------------- ----------------- Net Credit/(Charge) to Members' Investments 1,872 (5,515) 1,282 707 Payments to/due Members for Sugarbeets, Net of Unit Retains Declared 361,369 319,463 115,228 73,481 ----------------- --------------- ----------------- ----------------- Total $ 363,241 $ 313,948 $ 116,510 $ 74,188 ----------------- --------------- ----------------- ----------------- ----------------- --------------- ----------------- -----------------
The Accompanying Notes are an Integral Part of These Financial Statements. 3 AMERICAN CRYSTAL SUGAR COMPANY Statements of Cash Flows (Unaudited) (Dollars In Thousands)
Nine Months Ended May 31 ------------------------------------- 1999 1998 ----------------- ----------------- Cash Used for Operations: Net Proceeds Resulting from Member and Non- Member Business $ 363,241 $ 313,948 Payments to/due Members for Sugarbeets, Including Unit Retains (361,369) (319,463) Add/(Deduct) Noncash Items: Depreciation and Amortization 22,325 21,513 Loss on Investment Activities 1,450 4,036 Deferred Income Taxes - - (Gain)/loss on the Disposition of Property and Equipment (125) (377) Noncash Portion of Patronage Dividend from Banks for Cooperatives (80) - Deferred Gain Recognition (151) (157) Changes in Assets and Liabilities Accounts Receivable: Trade (19,918) 10,550 Members 839 119 Other 2,735 3,951 Inventories (158,018) (154,317) Prepaid Expenses 664 (655) Advances to Related Parties 13,133 (13,973) Accounts Payable: Trade (23,849) (14,311) Other 460 4,151 Other Current Liabilities 58,898 64,908 Changes in Other Liabilites 2,101 1,570 Amount Due Growers 42,384 (39,208) ----------------- ----------------- Net Cash Used In Operations (55,280) (117,715) ----------------- ----------------- Cash Used In Investing Activities: Purchases of Property and Equipment (36,825) (48,928) Proceeds from the Sale of Property and Equipment 125 377 Investment in Banks for Cooperatives (0) (1,338) Investment in Marketing Coops (548) (704) Investment in ProGold LLC 180 3,768 Investment in Crystech - - Changes in Other Assets (5,242) (794) ----------------- ----------------- Net Cash Used In Investing Activities (42,310) (47,619) ----------------- ----------------- Cash Provided by Financing Activities: Net Proceeds (Payments) on Short-Term Debt 61,111 123,567 Proceeds from Long-Term Debt 57,100 - Long-Term Debt Repayment (17,900) (17,800) Changes in Preferred Stock - 4,721 Changes in Common Stock 1 2 Changes in Additional Paid-In Capital 7,554 51,343 Payment of Unit Retains (10,288) (8,015) ----------------- ----------------- Net Cash Provided by Financing Activities 97,578 153,818 ----------------- ----------------- Decrease in Cash and Cash Equivalents (12) (11,516) Cash and Cash Equivalents Beginning of Period 41 11,551 ----------------- ----------------- Cash and Cash Equivalents End of Period $ 29 $ 35 ----------------- ----------------- ----------------- -----------------
The Accompanying Notes are an Integral Part of These Financial Statements. 4 AMERICAN CRYSTAL SUGAR COMPANY NOTES TO THE FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MAY 31, 1999 AND 1998 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 nine month period ended May 31, 1999 are not necessarily indicative of the results that may be expected for the year ended August 31, 1999. The amount paid to growers for sugarbeets (beet payment) depends on the future selling prices of sugar and by-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, 1998. NOTE 2: INVENTORIES The major components of inventories are as follows (In Thousands):
5/31/99 5/31/98 8/31/98 -------- -------- -------- Refined Sugar, Pulp, Molasses, CSB and Beet Seed $268,885 $275,235 $123,628 Unprocessed Sugarbeets 12,394 - - Maintenance Parts & Supplies 19,121 19,139 18,754 -------- -------- -------- Total Inventories $300,400 $294,374 $142,382 -------- -------- -------- -------- -------- --------
Sugar, pulp, molasses and CSB 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 the lower of average cost or market. NOTE 3: ACCRUED CONTINUING COSTS For interim reporting, the Net Proceeds from Member Business is determined 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 represents 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
Shares Shares Issued Par Value Authorized & Outstanding ---------- ---------- ------------- Preferred Stock: July 1, 1999 $76.77 600,000 498,570 May 31, 1999 $76.77 600,000 498,570 August 31, 1998 $76.77 600,000 498,570 May 31, 1998 $76.77 600,000 498,415 Common Stock: July 1, 1999 $10.00 4,000 2,949 May 31, 1999 $10.00 4,000 2,913 August 31, 1998 $10.00 4,000 2,835 May 31, 1998 $10.00 4,000 2,795
6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE THREE AND NINE MONTHS ENDED MAY 31, 1999 AND 1998 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. American Crystal'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, and the ability of American Crystal and third party suppliers and customers to successfully remediate year 2000 issues. RESULTS OF OPERATIONS COMPARISON OF THE NINE MONTHS ENDED MAY 31, 1999 AND 1998 Revenue for the nine months ended May 31, 1999, was $603.5 million, an increase of $97.1 million from 1998. Revenue from total sugar sales increased 20.0 percent reflecting an increase in hundredweight sold. There was no change in the average selling price per hundredweight. Revenue from pulp sales increased 10.9 percent due to a 51.6 percent increase in the volume of pulp sold partially offset by a 26.9 percent decrease in the average selling price per ton. Revenue from molasses sales increased 13.0 percent due to a 66.9 percent increase in the volume of molasses sold partially offset by a 32.3 percent decrease 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, decreased 24.0 percent mainly due to a 16.1 percent decrease in the average selling price per ton and a 9.4 percent decrease in tons sold. Cost of product sold, exclusive of payments for sugarbeets, increased $24.3 million. Direct processing costs for sugar and pulp increased by 17.7 percent due to the harvesting and processing of a 19 percent larger crop. Fixed and committed expenses increased 9.5 percent reflecting higher maintenance and depreciation. Changes in product inventory levels between 1999 and 1998, affected the cost of product sold unfavorably by $13.4 million. The cost associated with sugar purchased to meet customer needs was down $1.6 million due to increased sugar production. Selling expenses increased $27.4 million due primarily to the increases in the volume of products sold. General and Administrative expenses increased $1.5 million due to an insurance claim received last year which reduced expenses in 1998. Accrued continuing costs decreased $6.8 million 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 expense increased $7.5 million due to higher average borrowing levels for short and long-term debt this year. Non-member activities resulted in income of $1.9 million for the nine months ended May 31, 1999 as compared to a loss of $5.5 million for the same period last year. The 1999 income is primarily the result of the sale of beet seed assets to Betaseed Inc., a wholly owned subsidiary of Kleinwanzlebener Saatzucht, Ag., partially offset with non-member interest expense related to borrowings for ProGold Limited Liability Company (ProGold). The loss in 1998 is primarily comprised of the net loss from ProGold Limited Liability Company. 7 Net payments to/due members for sugarbeets increased by $41.9 million from $319.5 million for the first nine months in 1998, to $361.4 million for the first nine months in 1999. This increase is due to more tons processed, partially offset by a lower projected per ton grower payment. COMPARISON OF THE THREE MONTHS ENDED MAY 31, 1999 AND 1998 Revenue for the three months ended May 31, 1999, was $227.6 million, an increase of $57.4 million from 1998. Revenue from total sugar sales increased 37.9 percent reflecting a 35.4 percent increase in the hundredweight sold and a 1.9 percent increase in the average selling price per hundredweight. Revenue from pulp sales increased 9.5 percent due to a 38.3 percent increase in the volume of pulp sold partially offset by a 20.8 percent decrease in the average selling price per ton. Revenue from molasses sales increased 14.6 percent due to a 90.9 percent increase in the volume of molasses sold partially offset by a 40.0 percent decrease 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, decreased 14.2 percent due to a 38.7 percent decrease in the average selling price per ton partially offset by a 39.9 percent increase in the volume of CSB sold. Cost of product sold, exclusive of payments for sugarbeets, increased $21.8 million. Direct processing costs for sugar and pulp increased 41.2 percent due to the harvesting and processing of a larger crop. Fixed and committed expenses increased 26.6 percent due to higher maintenance costs, depreciation and insurance expense for this period. Changes in product inventory levels between 1999 and 1998, increased the cost of product sold by $13.6 million. The cost associated with sugar purchased to meet customer needs was down $.6 million due to increased sugar production. Marketing expenses increased $15.5 million due primarily to increases in the volume of product sold. General and Administrative expenses decreased $1.1 reflecting lower costs in various areas. 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 expense increased by $3.6 million due to higher average borrowing levels for short and long-term debt this year. Non-member activities resulted in income of $1.3 million for the three months ended May, 31, 1999 as compared to income of $.7 million for the same period last year. The 1999 income is primarily the result of the sale of beet seed assets to Betaseed Inc., a wholly owned subsidiary of Kleinwanzlebener Saatzucht, Ag., offset by non-member interest expense related to borrowings for ProGold Limited Liability Company (ProGold). The 1998 income is primarily comprised of the improved earnings of ProGold Limited Liability Company during the third quarter. Net payments to/due members for sugarbeets increased by $41.7 million from $73.5 million for the third quarter of 1998, to $115.2 million for the same period in 1999. This increase is primarily due to more tons processed, partially offset by a lower projected per ton grower payment. 8 LIQUIDITY AND CAPITAL RESOURCES Because American Crystal 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 their sugarbeet crops to American Crystal and are net of unit retains allocated to them, both of which remain available to meet American Crystal'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 in the fall and winter) and because substantial amounts of equipment are required for its operations, American Crystal 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 the St. Paul Bank for Cooperatives ("Bank"). American Crystal has a short-term line of credit with the Bank in 1999 of $290 million. The various loan agreements between the Bank and American Crystal obligate American Crystal to maintain or achieve certain amounts of working capital and certain financial ratios and impose restrictions on American Crystal. As of May 31, 1999, American Crystal was in compliance with its loan agreements. The primary factor for the changes in American Crystal's cash position for the nine months ended May 31, 1999 was due to the 1998/1999 sugarbeet processing campaign. The cash used in operations of $55.3 million and investing activities of $42.3 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 $61.1 million, long-term debt of $57.1 million and proceeds from the sale of stock of $7.6 million, partially offset by the repayment on long-term debt of $17.9 million and the payment of unit retains of $10.3 million. Working capital has increased $21.3 million from $30.3 million at the beginning of the year to $51.6 million as of May 31, 1999 primarily due to increased inventories, partially offset by higher short-term debt and higher amounts due growers. Capital expenditures for the nine months ended May 31, 1999 were $36.8 million. These capital expenditures are a continuation of American Crystal's strategy of expanding capacity and improving operating efficiencies. American Crystal anticipates that the funds necessary for the bank's working capital requirements and future capital expenditures will be derived from depreciation, unit retains and long-term borrowing. YEAR 2000 COMPUTER ISSUES American Crystal has made extensive efforts to become year 2000 compliant. In February, 1996, a new computer software package (SAP) was installed which made most of the company-wide computer systems and its hardware compliant for the year 2000. This includes software for the financial applications such as accounts payable, accounts receivable and general ledger as well as costing, project accounting, sales and distribution, plant maintenance, and production planning. The payroll and human resources software has also been upgraded to be year 2000 compliant and running on hardware that is also year 2000 compliant. 9 Work has also been completed at the factories to ensure the systems and controls used in the day-to-day production of sugar will not be adversely effected by year 2000 problems. A Year 2000 Assessment Team has been formed with representation from various locations and departments, information services functions as well as two of American Crystal's associated companies, United Sugars Corporation and Midwest Agri-Commodities Company. This committee is in the process of assessing what additional systems the Company uses and if there are any year 2000 compliance problems. The systems that are determined to be non-compliant will then be examined, risk assessed and action will be taken as deemed appropriate and necessary. Year 2000 compliance may also adversely affect the operations and financial performance of the Company indirectly by causing complications of, or otherwise affecting, the operations of any one or more of the Company's suppliers and customers. The Company has begun contacting its significant suppliers and customers as part of its year 2000 compliance plan. The Company's goal is to identify any potential year 2000 compliance issues with the enterprises with whom the Company does business. Although the results of this effort indicate that many of the Company's customers and suppliers will be year 2000 compliant, the Company is currently unable to predict the magnitude of the operational and financial impact on the Company of year 2000 compliance issues with the Company's suppliers and customers. In the ordinary course of business, the Company keeps a supply of maintenance parts and supplies and stockpiles of coal, coke and limerock. The Company expects to incur (and expense) up to $60,000 during the fiscal year which began on September 1, 1998 to resolve the remaining year 2000 compliance issues. The Company also expects to incur up to $148,000 during the current fiscal year for new software and hardware; those amounts will be capitalized. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS American Crystal is subject to various lawsuits and claims which arise in the ordinary course of its business. While the results of such litigation and claims cannot be predicted with certainty, management believes the disposition of all such proceedings, individually or in the aggregate, should not have a material adverse effect on the Company's financial position, results of operations or cash flows. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS *3(i) Restated Articles of Incorporation of American Crystal Sugar Company **3(ii) Restated By-laws of American Crystal Sugar Company **10(a) Growers' Contract (5-year Agreement) *10(b) Growers' Contract (Annual Contract) *10(c) Coal Supply Agreement between Registrant and Spring Creek Coal Company, dated August 1, 1986 10 *10(d) Coal Transportation Agreement between Registrant and Northern Coal Transportation Company, dated August 1, 1986 *10(e) Beet Loading and Hauling Agreement between Registrant and Transystems, Inc., dated May 18, 1993 *10(f) Form of Uniform Member Marketing Agreement between Registrant and United Sugars Corporation, dated January 1, 1994 *10(g) Trademark License Agreement between Registrant and United Sugars Corporation, dated November 1, 1993 *10(h) Uniform Member Marketing Agreement, Pool Basis between Registrant and Midwest Agri-Commodities Company, dated April 14, 1992 *10(i) Stipulation Agreement between Registrant and State of Minnesota Pollution Control Agency *10(j) Master Agreement between Registrant, United Sugars Corporation, American Federation of Grain Millers, AFL-CIO, CLC, et al *10(k) Loan Agreement between Registrant and St. Paul Bank for Cooperatives, dated December 20, 1993 *10(l) Amended and Restated Loan Agreement between Registrant and First Bank National Association, dated November 22, 1993 *10(m) Pension Contract and Amendments *10(n) Form of Operating Agreement between Registrant and ProGold Limited Liability Company *10(o) Form of Member Control Agreement between Registrant and ProGold Limited Liability Company *10(p) Administrative Services Agreement between Registrant and ProGold Limited Liability Company *10(q) Uniform Member Marketing Agreement **+10(r) Coal Supply Agreement between Registrant and Spring Creek Coal Company, dated August 25, 1995 **+10(s) Coal Transportation Agreement between Registrant and Northern Coal Transportation Company, dated August 25, 1995 **+10(t) Gas Sales Contract between Registrant and Coastal Gas Marketing Company, dated as of March 20, 1996 ***+10(u) Trademark License Agreement between Registrant and The Pillsbury Company, dated as of April 9, 1997 11 ****10(v) Pledge Agreement between Registrant and First Union Trust Company, N.A. ****10(w) Indemnity Agreement between Registrant, Newcourt Capital USA Inc., Crystech, LLC and Crystech Senior Lender Trust ****10(x) Tolling Services Agreement between Crystech, LLC and Registrant ****10(y) Operations and Maintenance Agreement between Crystech, LLC and Registrant ****+10(z) Limited Liability Company Agreement of Crystech, LLC ****10(aa) Employee Agreement with James J. Horvath 27 Financial Data Schedule * Incorporated by reference from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. ** Incorporated by reference from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996. *** Incorporated by reference from the Company's Registration Statement on Form S-1 (File No. 333-32251), declared effective October 24, 1997. ****Incorporated by reference from to Company's Annual Report on Form 10-K for fiscal year ended August, 31, 1998. + Certain portions of the exhibit have been granted confidential treatment by the SEC. The omitted portions have been separately filed with the SEC. (b) REPORTS ON FORM 10-K None 12 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. AMERICAN CRYSTAL SUGAR COMPANY ------------------------------ (REGISTRANT) DATE: JULY , 1999 /s/ THOMAS S. ASTRUP ------------------------------- --------------------------------- THOMAS S. ASTRUP CORPORATE CONTROLLER DULY AUTHORIZED OFFICER AND PRINCIPAL FINANCIAL OFFICER EX-27 2 EXHIBIT 27
5 1,000 YEAR AUG-31-1999 SEP-01-1998 MAY-31-1999 29 0 75,576 0 300,400 391,689 827,566 461,076 825,903 340,785 232,895 0 38,275 29 185,678 825,903 603,533 603,533 33,879 225,983 14,309 0 16,925 363,241 0 363,241 0 0 0 363,241 0 0
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