10-Q 1 a04-4319_110q.htm 10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q


 

ý  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the period ended February 29, 2004

 

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 incorporation or organization)

 

(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

 

ý

 

NO

o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Act).

YES

 

o

 

NO

ý

 

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
April 7, 2004

$10 Par Value

 

2,996

 

 



 

AMERICAN CRYSTAL SUGAR COMPANY

 

FORM 10-Q

 

INDEX

 

PART I

FINANCIAL INFORMATION

 

 

 

 

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

 

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

ITEM 4.

DISCLOSURE CONTROLS

 

 

 

 

PART II

OTHER INFORMATION

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

 

ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

ITEM 5.

OTHER INFORMATION

 

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

 

 

 

 

SIGNATURES

 

 

 



 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

AMERICAN CRYSTAL SUGAR COMPANY

Consolidated Balance Sheets

(Unaudited)

(Dollars in Thousands)

 

ASSETS

 

 

 

February 29,
2004

 

February 28,
2003

 

August 31,
2003*

 

Current Assets:

 

 

 

 

 

 

 

Cash and Cash Equivalents

 

$

629

 

$

25

 

$

859

 

Accounts Receivable:

 

 

 

 

 

 

 

Trade

 

90,446

 

59,102

 

64,056

 

Members

 

 

 

3,993

 

Other

 

2,358

 

2,033

 

4,403

 

Advances to Related Parties

 

3,417

 

6,845

 

4,891

 

Inventories

 

456,961

 

376,487

 

130,981

 

Prepaid Expenses

 

5,428

 

4,931

 

7,062

 

 

 

 

 

 

 

 

 

Total Current Assets

 

559,239

 

449,423

 

216,245

 

 

 

 

 

 

 

 

 

Property and Equipment:

 

 

 

 

 

 

 

Land

 

40,105

 

36,877

 

39,393

 

Buildings

 

91,438

 

88,430

 

90,181

 

Equipment

 

794,676

 

777,908

 

794,416

 

Construction-in-Progress

 

5,594

 

7,163

 

4,989

 

Less: Accumulated Depreciation

 

(607,986

)

(573,096

)

(586,167

)

 

 

 

 

 

 

 

 

Net Property and Equipment

 

323,827

 

337,282

 

342,812

 

 

 

 

 

 

 

 

 

Net Property and Equipment Held for Lease

 

165,478

 

 

170,446

 

 

 

 

 

 

 

 

 

Other Assets:

 

 

 

 

 

 

 

Investments in CoBank, ACB

 

19,552

 

14,748

 

21,685

 

Investments in Marketing Cooperatives

 

5,240

 

2,674

 

6,166

 

Investments in ProGold Limited Liability Company

 

 

42,062

 

 

Investments in Crystech, LLC

 

15,863

 

1,314

 

15,330

 

Notes Receivable - Crystech, LLC

 

 

13,905

 

 

Other Assets

 

45,740

 

27,485

 

37,067

 

 

 

 

 

 

 

 

 

Total Other Assets

 

86,395

 

102,188

 

80,248

 

 

 

 

 

 

 

 

 

Total Assets

 

$

1,134,939

 

$

888,893

 

$

809,751

 

 

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

 

* Derived from Audited Financial Statements.

 

1



 

AMERICAN CRYSTAL SUGAR COMPANY

Consolidated Balance Sheets

(Unaudited)

(Dollars in Thousands)

 

LIABILITIES AND MEMBERS’ INVESTMENTS

 

 

 

February 29,
2004

 

February 28,
2003

 

August 31,
2003*

 

Current Liabilities:

 

 

 

 

 

 

 

Short-Term Debt

 

$

217,855

 

$

143,230

 

$

49,989

 

Current Maturities of Long-Term Debt

 

21,067

 

20,664

 

11,282

 

Accounts Payable

 

20,320

 

20,903

 

23,192

 

Advances Due to Related Parties

 

9,577

 

9,264

 

4,604

 

Accrued Continuing Costs (see note 3)

 

59,195

 

63,714

 

 

Other Current Liabilities

 

20,855

 

17,343

 

18,710

 

Amounts Due Growers

 

175,771

 

128,733

 

58,896

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

524,640

 

403,851

 

166,673

 

 

 

 

 

 

 

 

 

Long-Term Debt, Net of Current Maturities

 

261,144

 

192,714

 

286,922

 

 

 

 

 

 

 

 

 

Accrued Employee Benefits

 

32,916

 

29,330

 

31,053

 

 

 

 

 

 

 

 

 

Other Liabilities

 

10,206

 

3,478

 

10,988

 

 

 

 

 

 

 

 

 

Total Liabilities

 

828,906

 

629,373

 

495,636

 

 

 

 

 

 

 

 

 

Minority Interest in ProGold Limited Liability Company

 

45,427

 

 

43,769

 

 

 

 

 

 

 

 

 

Members’ Investments:

 

 

 

 

 

 

 

Preferred Stock

 

38,275

 

38,275

 

38,275

 

Common Stock

 

30

 

30

 

30

 

Additional Paid-in Capital

 

152,261

 

147,960

 

148,238

 

Unit Retains

 

109,022

 

108,149

 

125,409

 

Equity Retention

 

2,717

 

2,723

 

2,719

 

Accumulated Other Comprehensive Income/(Loss)

 

(11,900

)

(1,317

)

(11,900

)

Retained Earnings/(Deficit)

 

(29,799

)

(36,300

)

(32,425

)

 

 

 

 

 

 

 

 

Total Members’ Investments

 

260,606

 

259,520

 

270,346

 

 

 

 

 

 

 

 

 

Total Liabilities and Members’ Investments

 

$

1,134,939

 

$

888,893

 

$

809,751

 

 

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

 

* Derived from Audited Financial Statements.

 

2



 

AMERICAN CRYSTAL SUGAR COMPANY

Consolidated Statements of Operations

(Unaudited)

(Dollars in Thousands)

 

 

 

For the Six Months Ended

 

For the Three Months Ended

 

 

 

February 29,
2004

 

February 28,
2003

 

February 29,
2004

 

February 28,
2003

 

 

 

 

 

 

 

 

 

 

 

Net Revenue

 

$

472,076

 

$

393,058

 

$

241,872

 

$

191,847

 

Cost of Product Sold

 

5,322

 

19,495

 

12,336

 

(19,964

)

 

 

 

 

 

 

 

 

 

 

Gross Proceeds

 

466,754

 

373,563

 

229,536

 

211,811

 

 

 

 

 

 

 

 

 

 

 

Selling, General & Administrative Expenses

 

90,667

 

79,976

 

47,768

 

40,185

 

Accrued Continuing Costs (see note 3)

 

59,195

 

63,714

 

17,064

 

37,873

 

 

 

 

 

 

 

 

 

 

 

Operating Proceeds

 

316,892

 

229,873

 

164,704

 

133,753

 

 

 

 

 

 

 

 

 

 

 

Other Income/(Expense)

 

 

 

 

 

 

 

 

 

Interest Income

 

125

 

790

 

8

 

360

 

Interest Expense

 

(10,333

)

(7,584

)

(5,423

)

(4,102

)

Other, Net

 

641

 

1,479

 

545

 

761

 

Other (Expense)

 

(9,567

)

(5,315

)

(4,870

)

(2,981

)

 

 

 

 

 

 

 

 

 

 

Proceeds before Minority Interest and Income Tax Expense

 

307,325

 

224,558

 

159,834

 

130,772

 

 

 

 

 

 

 

 

 

 

 

Minority Interest

 

(1,658

)

 

(846

)

 

 

 

 

 

 

 

 

 

 

 

Income Tax (Expense)/Benefit

 

(5

)

6

 

(5

)

6

 

Net Proceeds Resulting from Member and Non-Member Business

 

$

305,662

 

$

224,564

 

158,983

 

130,778

 

 

 

 

 

 

 

 

 

 

 

Distribution of Net Proceeds:

 

 

 

 

 

 

 

 

 

Credited/(Charged) to Members’ Investments:

 

 

 

 

 

 

 

 

 

Non-Member Business Income

 

$

2,626

 

$

1,924

 

$

1,360

 

$

1,125

 

Unit Retains Declared to Members

 

 

 

 

 

Net Credit to Members’ Investments

 

2,626

 

1,924

 

1,360

 

1,125

 

Payments to/due Members for Sugarbeets, Net of Unit Retains Declared

 

303,036

 

222,640

 

157,623

 

129,653

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

305,662

 

$

224,564

 

$

158,983

 

$

130,778

 

 

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

 

3



 

AMERICAN CRYSTAL SUGAR COMPANY

Consolidated Statements of Cash Flows

(Unaudited)

(Dollars In Thousands)

 

 

 

For the Six Months Ended

 

 

 

February 29,
2004

 

February 28,
2003

 

 

 

 

 

 

 

Cash Provided By/(Used In) Operations:

 

 

 

 

 

Net Proceeds Resulting from Member and Non-Member Business

 

$

305,662

 

$

224,564

 

Payments to/due Members for Sugarbeets, Net of Unit Retains Declared

 

(303,036

)

(222,640

)

Add/(Deduct) Non-Cash Items:

 

 

 

 

 

Depreciation and Amortization

 

35,430

 

28,996

 

(Income) from Equity Method Investees

 

(571

)

(1,149

)

Loss on the Disposition of Property and Equipment

 

390

 

159

 

Deferred Gain Recognition

 

(99

)

(99

)

Minority Interest in ProGold Limited Liability Company

 

1,658

 

 

Changes in Assets and Liabilities:

 

 

 

 

 

Receivables

 

(20,351

)

5,236

 

Inventories

 

(325,980

)

(259,993

)

Prepaid Expenses

 

1,634

 

801

 

Long-Term Prepaid Pension Expense

 

(8,712

)

1,617

 

Advances To/Due to Related Parties

 

6,446

 

10,663

 

Accounts Payable

 

(2,872

)

2,741

 

Accrued Continuing Costs

 

59,195

 

63,714

 

Other Liabilities

 

3,260

 

3,312

 

Amounts Due Growers

 

116,875

 

49,487

 

Net Cash (Used In) Operations

 

(131,071

)

(92,591

)

 

 

 

 

 

 

Cash Provided By/(Used In) Investing Activities:

 

 

 

 

 

Purchases of Property and Equipment

 

(9,115

)

(10,593

)

Purchases of Property and Equipment Held for Lease

 

(550

)

 

Proceeds from the Sale of Property and Equipment

 

39

 

91

 

Equity Refund from CoBank, ACB

 

2,133

 

682

 

Investments in Marketing Cooperatives

 

1,049

 

(463

)

Acquistion by Sidney Sugars Incorporated

 

 

(35,184

)

Acquisition by Crab Creek Sugar Company

 

(5,763

)

 

Changes in Other Assets

 

4,545

 

(60

)

Net Cash (Used In) Investing Activities

 

(7,662

)

(45,527

)

 

 

 

 

 

 

Cash Provided By/(Used In) Financing Activities:

 

 

 

 

 

Net Proceeds from/(Payments on) Short-Term Debt

 

167,866

 

136,230

 

Proceeds from Issuance of Long-Term Debt

 

 

31,000

 

Long-Term Debt Repayment

 

(16,997

)

(18,038

)

Proceeds from Issuance of Stock

 

4,023

 

4,891

 

Payment of Unit Retains & Equity Retention

 

(16,389

)

(15,962

)

Net Cash Provided by Financing Activities

 

138,503

 

138,121

 

 

 

 

 

 

 

Increase (Decrease) In Cash and Cash Equivalents

 

(230

)

3

 

Cash and Cash Equivalents, Beginning of Year

 

859

 

22

 

 

 

 

 

 

 

Cash and Cash Equivalents, End of Period

 

$

629

 

$

25

 

 

Non-Cash Investing and Financing Activities: In September 2003, a note payable in the amount of $969,000 was issued in connection with the acquisition by Crab Creek Sugar Company.

 

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

 

4



 

AMERICAN CRYSTAL SUGAR COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS AND THREE MONTHS ENDED

FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

 

Note 1:   Basis of Presentation

 

The unaudited consolidated financial statements of American Crystal Sugar Company (the Company) 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 accounting principles generally accepted in the United States of America.  However, in the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included.

 

The Company’s consolidated financial statements are comprised of American Crystal Sugar Company, its wholly-owned subsidiaries Sidney Sugars Incorporated (Sidney Sugars) and Crab Creek Sugar Company (Crab Creek), and ProGold Limited Liability Company (ProGold), a limited liability company in which the Company holds a 51 percent ownership interest.

 

Sidney Sugars was formed in fiscal 2003 under the laws of the State of Minnesota, and on October 7, 2002, acquired three sugarbeet processing facilities and the related marketing allocations associated with such facilities.  Activities associated with Sidney Sugars are considered non-member business.

 

Crab Creek was formed in fiscal 2003 under the laws of the State of Minnesota, and on September 8, 2003, acquired the control of a sugarbeet processing facility and the related marketing allocations associated with such facility (See Note 7).

 

Effective May 1, 2003, the Company acquired an additional five percent ownership interest in ProGold, resulting in an increase in the Company’s ownership in ProGold to 51 percent.  Due to the Company’s resulting controlling ownership interest in ProGold, effective May 1, 2003, the Company began to include ProGold in its consolidated financial statements.  The financial statements for prior periods have not been restated and therefore do not include consolidated data pertaining to ProGold prior to May 1, 2003.

 

All material inter-company transactions have been eliminated.

 

The operating results for the six month period ended February 29, 2004 are not necessarily indicative of the results that may be expected for the year ended August 31, 2004.

 

The amount paid to shareholders for sugarbeets (member beet payment) depends on the future selling prices of sugar and agri-products as well as processing and other costs incurred during the remainder of the fiscal year associated with the 2003 Red River Valley sugarbeet crop (RRV crop).  The amount paid to non-member growers for sugarbeets (non-member beet payment) depends on the future selling prices of sugar and the related selling expenses associated with the 2003 Sidney sugarbeet crop (Sidney crop).  For the purposes of this report, the amount of the beet payments, 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 consolidated financial statements and notes included in the Company’s annual report for the year ended August 31, 2003.

 

Certain reclassifications have been made to the February 28, 2003 consolidated financial statements to conform with the February 29, 2004 presentation.

 

5



 

Note 2:   Inventories

 

The major components of inventories are as follows (In Thousands):

 

 

 

02/29/04

 

02/28/03

 

8/31/03

 

Refined Sugar, Pulp, Molasses, Other Agri-Products and Sugar Beet Seed

 

$

312,836

 

$

258,079

 

$

111,259

 

Unprocessed Sugarbeets

 

126,603

 

101,047

 

 

Maintenance Parts & Supplies

 

17,522

 

17,361

 

19,722

 

 

 

 

 

 

 

 

 

Total Inventories

 

$

456,961

 

$

376,487

 

$

130,981

 

 

Sugar, pulp, molasses and other agri-products inventories are valued at estimated net realizable value.  Unprocessed sugarbeets are valued at the estimated gross beet payment.  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 gross 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.  The Net Proceeds from the operations of Sidney Sugars is based on the forecasted net income for the fiscal year and the percentage of the tons of non-member sugarbeets processed to the total estimated tons of non-member sugarbeets to process for a given fiscal year.

 

Accrued continuing costs represent the difference between the Net Proceeds as determined above and actual member business crop year and Sidney Sugars fiscal year revenues realized and expenses incurred through the end of the reporting period.  Accrued continuing costs are reflected in the Consolidated Financial Statements as a cost on the Consolidated Statements of Operations and as a current liability on the Consolidated Balance Sheets.

 

Note 4:   Members’ Investments

 

 

 

Par Value

 

Shares
Authorized

 

Shares Issued
& Outstanding

 

Preferred Stock:

 

 

 

 

 

 

 

April 7, 2004

 

$

76.77

 

600,000

 

498,570

 

February 29, 2004

 

$

76.77

 

600,000

 

498,570

 

August 31, 2003

 

$

76.77

 

600,000

 

498,570

 

February 28, 2003

 

$

76.77

 

600,000

 

498,570

 

 

 

 

 

 

 

 

 

Common Stock:

 

 

 

 

 

 

 

April 7, 2004

 

$

10.00

 

4,000

 

2,996

 

February 29, 2004

 

$

10.00

 

4,000

 

2,971

 

August 31, 2003

 

$

10.00

 

4,000

 

2,995

 

February 28, 2003

 

$

10.00

 

4,000

 

3,008

 

 

Note 5:   Interest Paid

 

Interest paid, net of amounts capitalized, was $8.9 million and $8.8 million for the six months ended February 29, 2004 and February 28, 2003, respectively.

 

6



 

Note 6:   Short-Term Debt

 

The Company has a seasonal line of credit with a consortium of lenders led by CoBank, ACB of $280 million and a line of credit with Wells Fargo Bank for $1 million.  The Company’s commercial paper program provides short-term borrowings of up to $225 million.  Any borrowings under the commercial paper program will act to reduce the available credit under the CoBank, ACB seasonal line of credit by a commensurate amount.  The Company also utilizes the Commodity Credit Corporation (CCC) to meet its short-term borrowing needs.

 

As of February 29, 2004, the Company had outstanding commercial paper of $194.9 million at an average interest rate of 1.34% and maturity dates between March 1, 2004 and May 28, 2004.  In addition, the Company had an outstanding non-recourse loan with the CCC of $23.0 million, against which one million hundredweight of sugar was pledged as collateral.  The CCC loan carried an interest rate of 1.99% and a maturity date of August 31, 2004.  The Company had no outstanding short-term debt with CoBank, ACB as of February 29, 2004.

 

As of February 28, 2003, the Company had outstanding commercial paper of $143.2 million at an average interest rate of 2.02% and maturity dates between March 3, 2003 and June 9, 2003.  The Company had no outstanding short-term debt with CoBank, ACB or the CCC as of February 28, 2003.

 

Note 7:   Crab Creek Sugar Company

 

On September 8, 2003, the Company, through its wholly-owned subsidiary Crab Creek Sugar Company (Crab Creek), acquired all of the assets of Pacific Northwest Sugar Company, LLC (PNSC), certain assets of Central Leasing of Washington, LLC (Central Leasing) that were associated with PNSC and the Moses Lake, Washington sugarbeet factory previously operated by PNSC and control of the sugar production assets owned by Central Leasing associated with the Moses Lake, Washington sugarbeet factory for a purchase price of approximately $6.7 million.  To accomplish this outcome, Crab Creek entered into various arrangements with Central Leasing such that Crab Creek controls the long-term production of sugar at the Moses Lake facility.  In connection with this acquisition, the USDA transferred to the Company the sugar marketing allocations formerly allocated to PNSC.  Neither Crab Creek nor the Company intends to operate the Moses Lake facility.

 

Note 8:   Segment Reporting

 

The Company has identified two reportable segments: Sugar and Leasing.  The sugar segment is engaged primarily in the production and marketing of sugar from sugarbeets.  It also sells agri-products and sugarbeet seed.  The leasing segment is engaged in the leasing of a corn wet milling plant used in the production of high-fructose corn syrup sweetener.  The segments are managed separately.  There are no inter-segment sales.  The leasing segment has a major customer that accounts for all of that segment’s revenue.

 

7



 

Summarized financial information concerning the Company’s reportable segments for the six months and three months ended February 29, 2004 is shown below:

 

 

 

For the Six Months Ended February 29, 2004

 

 

 

(Dollars In Thousands)

 

 

 

Sugar

 

Leasing

 

Eliminations

 

Consolidated

 

Net Revenue from External Customers

 

$

459,167

 

$

12,909

 

$

 

$

472,076

 

Gross Proceeds

 

$

459,825

 

$

6,929

 

$

 

$

466,754

 

Depreciation and Amortization

 

$

29,922

 

$

5,508

 

$

 

$

35,430

 

Interest Income

 

$

122

 

$

3

 

$

 

$

125

 

Interest Expense

 

$

6,855

 

$

3,478

 

$

 

$

10,333

 

Income from Equity Method Investees

 

$

2,296

 

$

 

$

(1,725

)

$

571

 

Other Income/(Expense), Net

 

$

2,391

 

$

(25

)

$

(1,725

)

$

641

 

Net Proceeds

 

$

305,662

 

$

3,383

 

$

(3,383

)

$

305,662

 

 

 

 

 

 

 

 

 

 

 

Capital Expenditures

 

$

9,115

 

$

550

 

$

 

$

9,665

 

 

 

 

For the Three Months Ended February 29, 2004

 

 

 

(Dollars In Thousands)

 

 

 

Sugar

 

Leasing

 

Eliminations

 

Consolidated

 

Net Revenue from External Customers

 

$

235,398

 

$

6,474

 

$

 

$

241,872

 

Gross Proceeds

 

$

226,054

 

$

3,482

 

$

 

$

229,536

 

Depreciation and Amortization

 

$

14,884

 

$

2,757

 

$

 

$

17,641

 

Interest Income

 

$

7

 

$

1

 

$

 

$

8

 

Interest Expense

 

$

3,688

 

$

1,735

 

$

 

$

5,423

 

Income from Equity Method Investees

 

$

1,158

 

$

 

$

(880

)

$

278

 

Other Income/(Expense), Net

 

$

1,425

 

$

 

$

(880

)

$

545

 

Net Proceeds

 

$

158,983

 

$

1,726

 

$

(1,726

)

$

158,983

 

 

 

 

 

 

 

 

 

 

 

Capital Expenditures

 

$

4,066

 

$

294

 

$

 

$

4,360

 

 

 

 

As of February 29, 2004

 

 

 

(Dollars In Thousands)

 

 

 

Sugar

 

Leasing

 

Eliminations

 

Consolidated

 

Property and Equipment, Net

 

$

323,824

 

$

3

 

$

 

$

323,827

 

Assets Held for Lease, Net

 

$

 

$

165,478

 

$

 

$

165,478

 

Identifiable Assets

 

$

1,004,930

 

$

177,290

 

$

(47,281

)

$

1,134,939

 

 

The Company had only one reportable segment, Sugar, for the six months and three months ended February 28, 2003.

 

Note 9:   Recently Issued Accounting Pronouncements

 

The Financial Accounting Standards Board has issued an amendment to Financial Accounting Standards No. 132, Employer’s Disclosure about Pensions and Other Postretirement Benefits.  Such amendment requires additional disclosures to interim and annual financial statements which are effective for the interim period ending May 31, 2004, but does not change the recognition requirements related to pensions and postretirement benefits.  Management is reviewing this pronouncement to determine its impact on the disclosures in the interim and annual financial statements, but does not expect the implementation of this pronouncement to have a significant impact on the interim or annual financial statements.

 

8



 

Item 2.  Management’s Discussion and Analysis of Results of Operations and Financial Condition for the Six Months and Three Months Ended February 29, 2004 and February 28, 2003

 

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 2003 Form 10-K.

 

Comparison of the Six Months Ended February 29, 2004 and February 28, 2003

 

Revenue for the six months ended February 29, 2004, was $472.1 million, an increase of $79.0 million from the same period last year.  Revenue from total sugar sales increased 18.1 percent due to a 18.6 percent increase in the hundredweight sold partially offset by a .4 percent decrease in the average selling price per hundredweight.  Revenue from pulp sales decreased 4.7 percent due to a 7.4 percent decrease in the volume of pulp tons sold partially offset by a 3.0 percent increase in the average selling price per ton.  Revenue from molasses sales increased 118.3 percent due to a 135.0 percent increase in the volume of molasses sold, partially offset by a 7.1 percent decrease in the average selling price per ton.  The increase in the volume of products sold was due primarily to the additional sales associated with the larger crop in the Red River Valley and production at the Sidney, Montana factory.  Revenue from sales of Concentrated Separated By-Product (CSB), a by-product of the molasses desugarization process, decreased 12.9 percent due to a 16.0 percent decrease in the average selling price per ton partially offset by a 3.7 percent increase in the volume of CSB sold.  Rental revenue on the ProGold operating lease was $12.9 million.

 

Cost of product sold for the six months ended February 29, 2004, exclusive of payments to members for sugarbeets, decreased $14.2 million as compared to the same period last year.  The cost recognized associated with the non-member sugarbeets (Sidney crop) was $43.8 million for the six months ended February 29, 2004, an increase of $12.4 million when compared to the same period last year.  Direct processing costs for sugar and pulp increased 22.5 percent.  This was primarily due to harvesting 15.7 percent more sugarbeets and processing 18.0 percent more sugarbeets than in fiscal 2003.  The increase in sugarbeets processed this year was primarily due to the delay last year of the 2002 Red River Valley crop processing campaign startup because of adverse planting and growing conditions which slowed the maturity of the crop.  Increased processing costs resulted from higher prices for natural gas and major supplies, increased major supplies usage and higher labor costs.  Fixed and committed expenses increased 8.4 percent reflecting higher costs for wastewater treatment and increased costs related to the operations of Sidney Sugars.  The change in product inventories impacted the cost of product sold favorably by $40.7 million. The value for sugar inventories as of February 29, 2004 increased compared to the prior year due to a higher inventory level partially offset by a lower net realizable value per hundredweight. The cost associated with purchased sugar decreased by $13.7 million due to no delay in the startup of the 2003 crop campaign.  The delayed startup last year resulted in the requirement to purchase additional sugar to service customers during the delay.  Costs related to ProGold were $6.0 million.  Costs related to Crab Creek Sugar were $ .7 million.

 

Selling, general and administrative expenses for the six months ended February 29, 2004, increased $10.7 million as compared to the same period last year.  Selling expenses increased $8.8 million primarily due to the increase in the volume of sugar sold along with higher warehousing costs and additional costs related to Sidney Sugars.  General and Administrative costs increased $1.9 million due in part to higher employee benefit costs along with other general cost increases.

 

Interest income for the six months ended February 29, 2004, decreased $ .7 million when compared to the same period last year. This was primarily due to a lower average balance of investments and slightly lower interest rates.

 

9



 

Interest expense for the six months ended February 29, 2004, increased $2.7 million as compared to the same period last year. This was the result of the consolidation of ProGold along with increased average borrowing levels for short-term and long-term debt, partially offset by lower long-term and short-term interest rates.

 

Non-member business activities resulted in a gain of $2.6 million for the six months ended February 29, 2004, as compared to a gain of $1.9 million for the same period last year.  The gain in both periods was due primarily to activities related to Sidney Sugars partially offset by the activities related to the investment in ProGold.

 

Comparison of the Three Months Ended February 29, 2004 and February 28, 2003

 

Revenue for the three months ended February 29, 2004, was $241.9 million, an increase of $50.0 million from the same period last year.  Revenue from total sugar sales increased 26.9 percent due to a 29.0 percent increase in the hundredweight sold partially offset by a 1.7 percent decrease in the average selling price per hundredweight.  Revenue from pulp sales decreased 21.3 percent due to a 24.6 percent decrease in the volume of pulp tons sold partially offset by a 4.3 percent increase in the average selling price per ton.  Revenue from molasses sales increased 103.3 percent due to a 117.4 percent increase in the volume of molasses sold, partially offset by a 6.5 percent decrease in the average selling price per ton.  The increase in the volume of products sold was due primarily to the additional sales associated with the larger crop in the Red River Valley and the production at the Sidney, Montana factory.  Revenue from sales of Concentrated Separated By-Product (CSB), a by-product of the molasses desugarization process, decreased 7.2 percent due to a 14.8 percent decrease in the average selling price per ton partially offset by an 8.9 percent increase in the volume of CSB sold.  Rental revenue on the ProGold operating lease was $6.5 million for the three months ended February 29, 2004.

 

Cost of product sold for the three months ended February 29, 2004, exclusive of payments to members for sugarbeets, increased $32.3 million as compared to the same period last year.  The cost recognized associated with the non-member sugarbeets (Sidney crop) was $22.4 million for the three months ended February 29, 2004 an increase of $4.2 million when compared to the same period last year.  Direct processing costs for sugar and pulp increased 10.7 percent.  Increased processing costs resulted form higher prices for natural gas and major supplies, increased major supplies usage and higher labor costs.  Costs also increased due to processing 1.3 percent more sugarbeets in the three months ended February 29, 2004, than for the same period last year.  Fixed and committed expenses increased 6.9 percent reflecting higher chemical, coal and limerock costs for wastewater treatment.  The change in product inventories impacted the cost of product sold unfavorably by $21.2 million due primarily to a decrease in sugar inventories. The cost associated with purchased sugar decreased by $ .5 million due primarily to lower sales volume.  Costs related to ProGold were $3.0 million.  Costs related to Crab Creek Sugar were $ .4 million.

 

Selling, general and administrative expenses for the three months ended February 29, 2004 increased $7.6 million as compared to the same period last year.  Selling expenses increased $5.8 million primarily due to the increase in the volume of sugar sold along with increased warehousing costs.  General and Administrative costs increased $1.8 million due in part to higher employee benefit costs along with other general cost increases.

 

Interest income for the three months ended February 29, 2004 decreased $ .4 million when compared to the same period last year. This was primarily due to a lower average balance of investments and slightly lower interest rates.

 

Interest expense increased $1.3 million for the three months ended February 29, 2004, as compared to the same period last year. This was the result of the consolidation of ProGold and increased average borrowing levels for short-term and long-term debt, partially offset by lower long-term and short-term interest rates.

 

Non-member business activities resulted in a gain of $1.4 million for the three months ended February 29, 2004, as compared to a gain of $1.1 million for the same period last year.  The gain in both

 

10



 

periods was due primarily to activities related to Sidney Sugars partially offset by the activities related to the investment in ProGold.

 

Regional and Bilateral Free Trade Agreements

 

The United States Government is pursuing an aggressive agenda on international trade.  It has negotiated the terms of the Central American Free Trade Agreement and the Australian Free Trade Agreement.  Both countries and/or regions are major producers of sugar.  Several other bilateral and regional trade agreements are being negotiated or considered by the Bush Administration.  Many of the countries included in these agreements are major sugar producers and exporters.  If reductions in sugar tariffs are included in these agreements, eventually excess sugar from these regions could enter the U.S. market and put pressure on domestic sugar prices.  The impact of the various trade agreements on the Company can not be assessed at this time due to the uncertainty concerning the terms of the agreements and whether they will ultimately be implemented.  It is possible, however, that the passage of various trade agreements could have a material adverse effect on the Company through a reduction in acreage that can be planted by the Company’s shareholders, and/or a reduction in sugar selling prices, and a corresponding reduction in the beet payment to the shareholders.  The magnitude of the impact can not be determined at this time.

 

Environmental Matters

 

On May 21, 2003, Sidney Sugars received an Enforcement Action for Air Quality Violation letter from the Montana Department of Environmental Quality for alleged violations of allowed particulate emissions at the Sidney, Montana facility.  On December 5, 2003, the Montana Department of Environmental Quality and Sidney Sugars entered into an Administrative Order on Consent (Consent Order) resolving this matter.  The Consent Order, among of matters, required Sidney Sugars to pay an administrative civil penalty of $52,104.  The seller of the Sidney, Montana factory has indemnified Sidney Sugars for the amounts that were payable for this action.

 

Liquidity and Capital Resources

 

Under the Company’s Bylaws and Member Grower Contracts, 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, the beet payments made to member growers and non-member growers are paid in three payments over the course of a year, and the member payments are made net of any anticipated unit retain for the crop.  These procedures have the effect of providing the Company with an additional source of short-term financing.  This member financing arrangement may result in an additional source of liquidity and reduced need for outside financing 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 a consortium of lenders lead by CoBank, ACB.  The Company has a long-term debt commitment with CoBank, ACB of $204.4 million, of which $166.8 million was outstanding as of February 29, 2004.  In addition, the Company had long-term debt outstanding, as of February 29, 2004, of $50 million from a private placement of Senior Notes that occurred in September of 1998; $17.1 million from a private placement of Senior Notes that occurred in January of 2003; $43.3 million from nine separate issuances of Pollution Control and Industrial Development Revenue Bonds, a term loan with Bank of North Dakota of $4.0 million and note payable of $1.0 million.  The Company also has a seasonal line of credit with a consortium of lenders led by CoBank, ACB of $280 million, of which there was no outstanding balance as of February 29, 2004, and a line of credit with Wells Fargo Bank for $1.0 million.  The Company’s commercial paper program provides short-term borrowings of up to $225 million of which approximately $194.9 million was outstanding as of

 

11



 

February 29, 2004.  Any borrowings under the commercial paper program will act to reduce the available credit under the CoBank, ACB seasonal line of credit by a commensurate amount.  The Company also had an outstanding non-recourse loan with the CCC, as of February 29, 2004, of $23.0 million, against which one million hundredweight of sugar was pledged as collateral.

 

The changes that have occurred in the Company’s financial statements from August 31, 2003 to February 29, 2004 were primarily due to normal business seasonality and the acquisition activities related to Crab Creek.  The first six months of the Company’s fiscal year includes the completion of the sugarbeet harvest, start of the processing campaign, the final payments to growers for sugarbeets delivered from the previous year’s crop and the initial payments to growers for sugarbeets delivered from the current year’s crop.  The cash used in operations of $131.1 million and investing activities of $7.7 million was funded primarily through the cash provided by the proceeds from short-term debt.  The net cash provided by financing activities of $138.5 million was primarily comprised of the net proceeds from short-term debt of $167.9 million and proceeds from the installment sale of stock of $4.0 million partially offset by the repayment of long-term debt of $17.0 million and the payment of unit retains of $16.4 million.

 

Working capital has decreased $15.0 million from $49.6 million at the beginning of the year to $34.6 million as of February 29, 2004 primarily due to additional short-term debt, increases in payables and an increase in amounts due growers partially offset by increased inventories.  All of which are primarily related to the commencement of the processing campaign.  Working capital as of February 29, 2004 was $34.6 million, a decrease of $11.0 million when compared to $45.6 million of working capital as of February 28, 2003.  The lower level of working capital as of February 29, 2004 was primarily due to increased amounts due growers and higher short-term debt partially offset by increased inventories and accounts receivable.

 

Capital expenditures for the six months ended February 29, 2004 were $9.7 million.  Capital expenditures for the same period in 2003 were $26.4 million which included $15.8 million related to the acquisition of property and equipment by Sidney Sugars.  The Company had outstanding commitments totaling $5.0 million as of February 29, 2004 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.

 

On September 8, 2003, the Company, through its wholly-owned subsidiary Crab Creek Sugar Company (Crab Creek), acquired all of the assets of Pacific Northwest Sugar Company, LLC (PNSC), certain assets of Central Leasing of Washington, LLC (Central Leasing) that were associated with PNSC and the Moses Lake, Washington sugarbeet factory previously operated by PNSC and control of the sugar production assets owned by Central Leasing associated with the Moses Lake, Washington sugarbeet factory for a purchase price of approximately $6.7 million.  To accomplish this outcome, Crab Creek entered into various arrangements with Central Leasing such that Crab Creek controls the long-term production of sugar at the Moses Lake facility.  In connection with this acquisition, the USDA transferred to the Company the sugar marketing allocations formerly allocated to PNSC.  Neither Crab Creek nor the Company intends to operate the Moses Lake facility.

 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

 

Market risk is the risk of loss to future earnings, to fair values or to future cash flows that may result from changes in the price of a financial instrument.  The value of a financial instrument may change as a result of changes in the interest rates, exchange rates, commodity prices, equity prices and other market changes.  Market risk is attributed to all market-risk sensitive financial instruments, including long term debt.

 

12



 

The Company does not believe that there is any material market risk exposure with respect to interest rates, exchange rates, commodity prices, equity prices and other market changes that would require disclosure under this item.

 

Item 4.  Controls and Procedures

 

The Company’s chief executive officer and chief financial officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 240.13a-15e and 15d-15e promulgated under the Securities Exchange Act of 1934) as of February 29, 2004.  Based on that review and evaluation, which included inquiries made to certain other employees of the Company, the chief executive officer and chief financial officer have concluded that the Company’s current disclosure controls and procedures, as designed and implemented, are reasonably adequate to ensure that they are provided with material information relating to the Company required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934.

 

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.  There were no significant deficiencies or material weaknesses identified, and therefore no corrective actions were taken.

 

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 2.  Changes in Securities and Use of Proceeds.

 

None

 

Item 3.  Default Upon Senior Securities

 

None

 

Item 4.  Submission of Matters to a Vote of Security Holders

 

None

 

Item 5.  Other Information.

 

None.

 

13



 

Item 6. Exhibits and Reports on Form 8-K

 

(a)   Exhibits

 

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

 

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.

 

 

 

 

 

10.2

 

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.

 

 

 

 

 

10.3

 

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.

 

 

 

 

 

10.4

 

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.

 

 

 

 

 

+10.5

 

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.

 

14



 

+10.6

 

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.

 

 

 

 

 

10.7

 

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.

 

 

 

 

 

10.8

 

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.

 

 

 

 

 

10.9

 

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.

 

 

 

 

 

10.10

 

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.

 

 

 

 

 

+10.11

 

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.

 

 

 

 

 

10.12

 

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

 

 

 

 

 

10.13

 

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

 

 

 

 

 

10.14

 

Registrant’s Senior Note Inter-creditor 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

 

 

 

 

 

10.15

 

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

 

 

 

 

 

10.16

 

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

 

 

 

 

 

10.17

 

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

 

15



 

10.18

 

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 10-K for the year ended August 31, 2000

 

 

 

 

 

10.19

 

Long Term Incentive Plan, dated June 23, 1999

 

Incorporated by reference to Exhibit 10.31 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2000

 

 

 

 

 

10.20

 

Addendum to Master Agreement between the Registrant and Bakery, Confectionery, Tobacco Workers & Grain Millers AFL-CIO, CLC dated July 10, 2001

 

Incorporated by reference to Exhibit 10.30 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2001

 

 

 

 

 

10.21

 

Uniform Member Sugar Marketing Agreement between the Registrant and United Sugars Corporation dated September 1, 2001.

 

Incorporated by reference to Exhibit 10.27 from the Company’s Form 10-Q for the quarter ended November 30, 2001

 

 

 

 

 

10.22

 

Uniform Member Marketing Agreement between the Registrant and Midwest Agri-Commodities Company dated September 1, 2001.

 

Incorporated by reference to Exhibit 10.28 from the Company’s Form 10-Q for the quarter ended November 30, 2001

 

 

 

 

 

10.23

 

Retirement Plan A Restatement

 

Incorporated by reference to Exhibit 10.28 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2002

 

 

 

 

 

10.24

 

Retirement Plan B Restatement

 

Incorporated by reference to Exhibit 10.29 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2002

 

 

 

 

 

10.25

 

Registrant’s Senior Note Purchase Agreement dated January 15, 2003

 

Incorporated by reference to Exhibit 10.29 from the Company’s Form 10-Q for the quarter ended February 28, 2003

 

 

 

 

 

10.26

 

Growers’ Contract (5-year Agreement) for the crop years 2003 through 2007

 

Incorporated by reference to Exhibit 10.30 from the Company’s Form 10-Q for the quarter ended February 28, 2003

 

 

 

 

 

10.27

 

Growers’ Contract (Annual Contract) for crop year 2003.

 

Incorporated by reference to Exhibit 10.31 from the Company’s Form 10-Q for the quarter ended February 28, 2003

 

 

 

 

 

+10.28

 

Beet Loading and Hauling Agreement between the Registrant and Transystems LLC for the crop years 2003 through 2007

 

Incorporated by reference to Exhibit 10.31 from the Company’s Form 10-Q for the quarter ended May 31, 2003

 

 

 

 

 

+10.29

 

2003 Sugarbeet Delivery Agreement between Sidney Sugars Incorporated and Growers

 

Incorporated by reference to Exhibit 10.32 from the Company’s Form 10-Q for the quarter ended May 31, 2003

 

 

 

 

 

10.30

 

Stipulation Agreement between Registrant and State of Minnesota Pollution Control Agency, dated August 5, 2003

 

Incorporated by reference to Exhibit 10.30 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2003

 

 

 

 

 

10.31

 

Term and Seasonal Loan Agreements between the Registrant and CoBank, ACB dated July 21, 2003

 

Incorporated by reference to Exhibit 10.31 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2003

 

16



 

10.32

 

Seasonal Loan Agreement between the Registrant and CoBank, ACB dated November 7, 2003

 

Incorporated by reference to Exhibit 10.32 from the Company’s Form 10-Q for the quarter ended November 30, 2003

 

 

 

 

 

10.33

 

Amendments to Registrant’s Senior Note Purchase Agreements dated November 26, 2003

 

Incorporated by reference to Exhibit 10.33 from the Company’s Form 10-Q for the quarter ended November 30, 2003

 

 

 

 

 

21.1

 

List of Subsidiaries of the Registrant

 

Incorporated by reference to Exhibit 21.1 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2003

 

 

 

 

 

31.1

 

Rule 13a-14(a)/15(d)-14(a) Certification of the Chief Executive Officer

 

Accompanying herewith electronically

 

 

 

 

 

31.2

 

Rule 13a-14(a)/15(d)-14(a) Certification of the Chief Financial Officer

 

Accompanying herewith electronically

 

 

 

 

 

32.1

 

Section 1350 Certification of the Chief Executive Officer

 

Accompanying herewith electronically

 

 

 

 

 

32.2

 

Section 1350 Certification of the Chief Financial Officer

 

Accompanying herewith electronically

 


+              Confidential treatment under Rule 24b-2 of the Securities and Exchange Act of 1934, as amended, has been granted with respect to designated portions of this document.

 

 (b) Reports on Form 8-K

 

None

 

 

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:

April 14, 2004

 

/s/ Joseph Talley

 

 

Joseph Talley

 

Vice President - Finance,

 

Chief Financial Officer

 

Duly Authorized Officer

 

17