Minn-Dak Farmers Cooperative Form 10-Q/A for the Quarter Ended 11-30-2005

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Minn-Dak Farmers Cooperative has previously registered securities for offer and sale pursuant to the Securities Act of 1933, as amended (the “Securities Act”). As a result of that previous registration under the Securities Act, under Sections 15(d) and 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is obligated to file quarterly reports on form 10-Q, annual reports on Form 10-K and supplemental reports on Form 8-K. However, the Company has not registered any of its securities under Section 12(g) of the Exchange Act. The Company is exempt from any obligation to register its securities under the Exchange Act due to the provisions of Section 12(g)(2)(E), which exempts from Exchange Act registration any security of an issuer, such as the Company, which is a “cooperative association” as defined in the Agricultural Marketing Act of 1929. As a result, those provisions of the Exchange Act, which are applicable only to securities registered under Section 12 of that act, do not apply to shares issued by the Company. The provisions, which do not apply to the Company’s shares, include the regulation of proxies under Section 14 of the Exchange Act and the reporting and other obligations of directors, officers and principal stockholders under Section 16 of the Exchange Act.

ASSETS	Nov 30, 2005 (Unaudited)			Aug 31, 2005 (Unaudited)

CURRENT ASSETS:
Cash	$	23		$	651

Receivables:
Trade accounts		8,906			9,405
Growers		491			4,103
Other		21			37
		9,419			13,545

Inventories:
Refined sugar, thick juice, pulp and molasses to be sold on a pooled basis		27,324			19,730
Nonmember refined sugar		570			201
Yeast		114			115
Materials and supplies		6,842			7,038
Beet Inventory		49,128			—
Other Inventory		—			—
		83,978			27,084
Deferred charges		64			1,445
Prepaid expenses		678			1,633
Other		436			—
Current deferred income tax asset		541			541

Total current assets		95,139			44,899

PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements		22,959			22,959
Buildings		37,264			37,264
Factory equipment		130,803			130,803
Other equipment		3,568			3,574
Construction in progress		3,450			2,316
		198,044			196,917
Less accumulated depreciation		(98,961	)		(97,088	)
		99,083			99,828

OTHER ASSETS:
Investments restricted for bonds payable		1,393			1,492
Investment in stock of other corporations, unconsolidated marketing subsidiaries and other cooperatives		11,041			11,039
Other		1,215			1,739
		13,650			14,269

	$	207,872		$	158,996

	Nov 30, 2005 (Unaudited)		Aug 31, 2005 (Unaudited)
LIABILITIES AND MEMBERS’ INVESTMENT

CURRENT LIABILITIES:
Short-term notes payable	$	34,370	$	9,800

Current portion of long-term debt		3,600		3,600
Current portion of bonds payable		1,725		1,725
		5,325		5,325
Accounts payable:
Trade		3,090		2,220
Growers		31,760		9,966
		34,850		12,186


Advances to affiliate		1,364		1,473

Accrued liabilities		2,644		3,682

Total current liabilities		78,553		32,466

LONG-TERM DEBT, NET OF CURRENT PORTION		18,700		19,900

BONDS PAYABLE		19,230		19,230

LONG TERM DEFERRED TAX LIABILITY		1,300		1,300

OTHER		672		672

COMMITTMENTS AND CONTINGENCIES		—		—

Total liabilities		118,455		73,568

MINORITY INTEREST IN EQUITY OF SUBSIDIARY		2,069		2,019

MEMBERS’ INVESTMENT:
Preferred stock:
Class A - 100,000 shares authorized, $105 par value; 72,200 shares issued and outstanding		7,581		7,581
Class B - 100,000 shares authorized, $75 par value; 72,200 shares issued and outstanding		5,415		5,415
Class C - 100,000 shares authorized, $76 par value; 72,200 shares issued and outstanding		5,487		5,487
		18,483		18,483
Common stock, 600 shares authorized, $250 par value; issued and outstanding, 477 shares at November 30, 2005 and 477 shares at August 31, 2005		119		119
Paid in capital in excess of par value		32,094		32,094
Unit retention capital		1,380		1,380
Qualified allocated patronage		723		723
Nonqualified allocated patronage		27,430		23,695
Retained earnings		7,119		6,916
		87,348		83,410

	$	207,872	$	158,996

	Three Months Ended November 30,
	2005			2004
REVENUE:
From sales of sugar, thick juice, co-products, and yeast, net of discounts and changes in finished goods inventory at NRV	$	49,986		$	65,982
Other income (expense)		46			65
		50,032			66,046

EXPENSES:
Production costs of sugar, thick juice, co-products, and yeast sold		14,560			15,786
Sales and distribution costs		8,332			12,217
General and administrative		1,490			1,524
Interest		683			712
Loss on disposition of property and equipment		(2	)		—
		25,063			30,239

NET PROCEEDS RESULTING FROM MEMBER AND NON-MEMBER BUSINESS BEFORE MINORITY INTEREST		24,969			35,805

MINORITY INTEREST IN INCOME OF SUBSIDIARIES		(50	)		(52	)

NET PROCEEDS RESULTING FROM MEMBER AND NON-MEMBER BUSINESS	$	24,919		$	35,753

DISTRIBUTION OF NET PROCEEDS:
Credited to member’s investment:
Components of net income:
Income from non-member business	$	203		$	207
Patronage income		3,735			5,520
Net income credited to member’s investment		3,938			5,728

Payments to members for sugarbeets, net of unit retention capital		20,981			30,025

NET PROCEEDS RESULTING FROM MEMBER AND NON-MEMBER BUSINESS	$	24,919		$	35,753

	Three Months Ended November 30,
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Income allocated to members’ investment	$	3,938		$	5,779
Add (deduct) noncash items:
Depreciation and amortization		1,967			1,927
Equipment disposals - loss		(2	)		—
Net income allocated from unconsolidated marketing subsidiaries		(2	)		—
Minority interest in equity of subsidiaries		50			52
Changes in operating assets and liabilities:
Accounts receivable and advances		4,017			5,895
Inventory and prepaid expenses		(56,375	)		(72,992	)
Deferred charges and other assets		1,817			1,631
Accounts payable, accrued liabilities and other liabilities		21,625			26,978
Net cash used in operating activities		(22,965	)		(30,733	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposition of property, plant and equipment		2			—
Capital expenditures		(1,134	)		(203	)
Issuance of notes receivable		—			(128	)
Restricted bond fund investment		99			(11	)
Net cash used in investing activities		(1,033	)		(342	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of short-term debt		24,570			32,030
Payment of long-term debt		(1,200	)		(1,200	)
Net cash provided by financing activities		23,370			30,830

NET DECREASE IN CASH		(629	)		(245	)

CASH, BEGINNING OF YEAR		651			270

CASH, END OF QUARTER	$	23		$	26

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for:
Interest	$	622		$	608

Income taxes, net of refunds	$	1		$	1

	Pension Benefits						Other Benefits
000’s	2006			2005			2006		2005
Service Cost	$	215		$	198		$	0	$	0
Interest Cost		350			312			0		0
Expected return on plan assets		(311	)		(252	)		0		0
Amortization of prior service cost		22			22			0		0
Amortization of transition cost		0			(2	)		0		0
Amortization of net (gain) loss		54			61			0		0
Net periodic benefit cost	$	330		$	339		$	0	$	0

As of the three months ended 11-30-05, the Company has made $.28 million of contributions vs. $.25 million through the three months ended 11-30-04. The Company anticipates contributing an additional $.84 million to fund its pension plan in FY 2006 for a total of $1.12 million. Contributions in FY 2005 totaled $1.21 million.

The following discussion and analysis relates to the financial condition and results of operations of Minn-Dak Farmers Cooperative (“the Company”) for the three months ended November 30, 2005 (the first quarter of the Company’s 2005-2006 fiscal year). The Company’s fiscal year runs from September 1 to August 31.

Any statements regarding future market prices, anticipated costs, agricultural results, operating results and other statements that are not historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. The words “expect”, “project”, “estimate”, “believe”, “anticipate”, “plan”, “intend”, “could”, “may”, “predict” and similar expressions are also intended to identify forward-looking statements. Such statements involve risks, uncertainties and assumptions, including, without limitation, market factors, the effect of weather and economic conditions, farm and trade policy, the available supply of sugar, available quantity and quality of sugarbeets and other factors detailed elsewhere in this and other Company filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.

During the review of the 2^nd quarter 10-q for FY2006, it was discovered the finished goods inventory was not properly reconciled prior to the filing of the 10-q, and it was corrected and controls put in place to prevent future errors. Management also reviewed closely how it was valuing finished goods inventory and thick juice inventory. It was determined that thick juice inventory should be recorded at NRV, and not cost for the interim financial statements in order to be consistent with accounting principles that would be applied at fiscal year end if any thick juice were present. It was also determined the NRV for products should take into account year to date activity and the most current estimate to arrive at a calculated NRV for any inventory to be valued at NRV. This statement has been amended and adjusted to account for these changes in control.

The accompanying discussion and analysis of our results of operations and financial condition are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments may require adjustment. For a complete description of the Company’s significant accounting policies, please see Note 1 to the consolidated financial statements included in the Company’s Form 10-K for the year ended August 31, 2005. Our critical accounting policies are those that have meaningful impact on the reporting of our financial condition and results, and that require significant management judgment and estimates. These policies include our accounting for (a) inventory valuation, and (b) income taxes.

Inventories of refined sugar, thick juice, pulp and molasses to be sold on a pooled basis are valued at net realizable value, while third-party purchased refined sugar to be sold on a pooled basis is valued at the lower of cost or market. Inventory of yeast is valued at the lower of average cost or market. Materials and supplies are valued at most recent purchase that approximates cost. During the periods when sugarbeets are purchased from growers, but not yet converted into bin sugar or thick juice, that inventory is valued at grower payment cost. In valuing inventories at net realizable value, the Company, in effect sells the remaining inventory to the subsequent period’s sugar and co-product pool. Pooled product inventories will normally increase to a peak valuation at the end of a campaign and decrease to a low point of valuation at or near fiscal year end.

The Company is a nonexempt cooperative as described under Section 1381(a)(2) of the Internal Revenue Code of 1986. Accordingly, net margins from business done with member patrons, which are allocated and paid as prescribed in Section 1392 of the Code, will be taxable to the members and not to the Company. To the extent that net margins are not allocated and paid as stated above or arise from business done with non-members, the Company shall have taxable income subject to corporate income taxes.

Revenue and inventory changes for the three months ended November 30, 2005 decreased $12.8million from the 2004 period, a decrease of 20.8%. Revenue from the sale of finished goods decreased $4.8 million and the change in the value of inventories decreased $8.0 million.

Revenue from the sales of sugar decreased $4.6 million, or 11.3%, reflecting a 1.1% increase in price and a 12.4% decrease in the sales volume. Sugar prices have been higher on a spot market basis vs. prior years due to spot shortages of sugar, primarily resulting from damage to the United States cane sugar industry from the 2005 hurricane season, and a strengthening of consumption in the U.S. The Company did not start processing sugarbeets until October 3, 2005 vs. September 9, 2004, resulting in less finished product produced during the first quarter 2005. The late start-up was due to a below average crop size.

Revenue from dried beet pulp sales increased by $0.3 million, or 12.1%. The increase is made up of a 9.6% increase in price combined with a 2.5% increase in volume. Prices increased in the first quarter due to the continued relative strength of both the European Euro and the Japanese Yen against the U.S. dollar and a lower ocean freight rate market resulting in lower costs to move beet pulp overseas. Volume increased slightly over the prior year as higher than normal carryover inventories offset a late start up for new crop production. Beet molasses sales decreased by $0.7 million, or 33.8%. This decrease is made up of a 10.2% increase in pricing offset by a 44.0% decrease in volume. Beet molasses prices increased in the first quarter due to continued reduced beet and cane molasses supplies worldwide. The tightening supply situation has resulted in higher prices in the market. Volume decreased significantly versus the prior year due to low carryover inventories and a late start up for new crop production. These factors combined to limit the amount of molasses available to ship during the period.

Revenues from pressed pulp and tailing sales decreased less than $.1 million, reflecting a 52.5% decrease in sales volume. The reduced sales volume is primarily due to the Company’s pulp steam dryer operating on a more consistent basis in 2005, resulting in almost no excess pressed pulp to be marketed.

Revenues from yeast sales increased $0.2 million or 11.9%, reflecting an 8.8% increase in sales volume and a 3.0% increase in the average selling price. The average selling price is based upon a formula between Minn-Dak Yeast Company and Sensient whereby average selling prices to customers along with average costs of production are taken into account in establishing the price Sensient pays Minn-Dak Yeast for product. As sales volumes increase or decrease, the efficiencies of production costs will cause the formula to decrease or increase the formula selling price. Marketplace prices are somewhat higher, a reflection of much higher factory input and freight costs experienced by yeast suppliers, necessitating some pass-through of these costs to customers.

The other contributing factor to the change in revenues results from the increase in finished goods inventories. The increase in the value of finished goods inventories for the three months ended November 30, 2005 amounted to $6.6 million or $10.3 million less than the increase in the value of finished goods inventories for November 30, 2004 The change in inventories was primarily due to a reduced volume of production.

In the Consolidated Statements of Operations, Expenses section, production costs of sugar, thick juice, co-products and yeast totaled $14.6 million, $1.2 million or7.8% less than the prior year. The decrease is mainly attributable to the delay in starting plant operations when comparing the three-month period ending November 30, 2004. Marketing costs totaled $8.3 million, $3.9 million or 31.8% less than the prior year. The decrease is due to: (1) reduced costs for additional sugar allocations, allocations needed in order to ship all of the Company’s produced sugar under the sugar act of the current Farm Bill; (2) the cost of sugar purchased to supplement pooled sugar production for customer order requirements in the month of September; and (3) current crop freight and packaging costs.

In the section Distribution of Net Proceeds, payments to members for sugarbeets, net of unit retention capital and unprocessed sugarbeet inventory, decreased $9.0million or 30.1% from the fiscal year 2005 period. This decrease is a combination of less sugar being produced during the same time period and a lower estimated payment per pound for the growers’ sugar during the same time period. For fiscal year 2006 the Company is projecting a payment to growers for sugarbeets totaling $65.2 million, which is $17.4 million or 21.0% less than the prior fiscal year. The decrease in payments to members is due to: (1) the result of a 21.2% decrease in tons of beets delivered by members versus the prior year, (2) 1.3% decrease in sugar per ton of the beets delivered versus the prior year, and (3) offset somewhat by a 9.1% increase in sales prices for sugar sold. The payment is based upon (i) an average delivered sugar content of 16.29%, (ii) a total sugarbeet crop to process of 1.8 million tons and (iii) the Company’s projected selling price for its sugar, which is currently estimated to be higher than the previous year.

The agreements between the Company and its members regarding the delivery of sugarbeets to the Company require payment for members’ sugarbeets in several installments throughout the year. As only the final payment is made after the close of the fiscal year, the first payments to members for their sugarbeets are based upon the Company’s then-current estimates of the financial results to be obtained from processing the crop and the sale of finished products. This discussion contains a summary of the Company’s current estimates of the financial results to be obtained from the Company’s processing of the 2005 sugar beet crop. Given the nature of the estimates required in connection with the payments to members for their sugarbeets, this discussion includes forward-looking statements. These forward-looking statements are based largely upon the Company’s expectations and estimates of future events; as a result, they are subject to a variety of risks and uncertainties. Some of those estimates, such as the selling price for the Company’s products and the quantity of sugar produced from the sugar beet crop are beyond the Company’s control. The actual results experienced by the Company may differ materially from the forward-looking statements contained herein.

The Company’s members harvested 1.8 million tons of sugarbeets from the 2005 crop, the smallest harvested crop since the completion of the Company’s expansion completion in 1998. Sugar content of the 2005 crop at harvest was 7% below the average of the five most recent years and lower than any individual year during that period. The Company is projecting the sugar production from the 2005 crop at the lowest levels since the completion of the expansion in 1998. Unusually high levels of rainfall from May through July caused significant tonnage and quality reductions. Because of the below average yields from the 2005 crop, the Company has purchased approximately 156,000 tons of sugarbeets from a neighboring sugarbeet cooperative that had experienced a record harvest, and was interested in reducing its processing season risks associated with the large crop. The purchase of additional tons of sugarbeets is expected to have a positive impact to the operations of the Company. Due to a number of beet storage and operational factors that are subject to change when a processing season is extended, the exact amount of the positive impact is not known at this time. This forward-looking material is based on the Company’s expectations regarding the processing of the 2005 sugar beet crop (excluding the impact of the purchase of additional tons of sugarbeets by the Company); the actual production results obtained by processing those sugarbeets could differ materially from the Company’s current estimate as a result of factors such as changes in production efficiencies and storage conditions for the Company’s sugarbeets. The Company’s initial beet payment estimate totals $36.00 per ton or $.13050932 per harvested/bonus pound of sugar, with the final beet payment determined in October of 2006.

As of the date of this report, January 13, 2006, the condition of the beets in storage and factory operations has been satisfactory.

The 2002 Farm Bill contains marketing allocations for sugar that could potentially restrict the company’s ability to market all the sugar it produces. The Company believes it has obtained the allocations necessary for the marketing of its entire 2005 crop. However, there are no assurances that the Company will be able to secure enough marketing allocations for crop years 2006 and 2007 (the crop years covered by the current Farm Bill) to market all of the production from the those crops. For each crop year left under the Farm Bill, the Company’s Board of Directors and Management team will be assessing the level of anticipated allocations that the Company will be receiving from the United States Department of Agriculture (“USDA”). Based upon that estimated level of assessment, the measurement of the risk involved in trying to secure additional allocation from other sugar processors, if needed, and the value of selling non-allocation sugar into other markets, will ultimately determine the level of planted acreage that the Company decides upon. The company has announced to its shareholder/growers it intends to authorize the planting of 117,000 acres of beets for the 2006 crop.

Provisions of the current Farm Bill and existing trade agreements between the United States (“U.S.”) and various foreign countries regulate domestic and imported sugar sales in the U.S. Currently, imports provide about 20% of the total domestic consumption of sugar in the U.S., and it is the opinion of the Company and the sugar industry as a whole that any significant increase in the amount of imported sugar to the U.S. marketplace will result in serious adverse sugar pricing consequences. The United States government is pursuing an aggressive agenda on international trade. It is seeking to negotiate new free trade agreements with a number of countries and regions that are major producers of sugar. The Company believes these agreements, if they are realized, could negatively impact the Company’s profitability. The primary agreements under consideration, to the Company’s knowledge, are the Free Trade Area of the Americas, the Andean Free Trade Agreement, the Thailand Free Trade Agreement, the U.S.-Panama Free Trade Agreement and the South African Customs Union Free Trade Agreement. Many of the countries included in these agreements are major sugar producers and exporters. If increases in guaranteed access or reductions in sugar tariffs are included in these agreements, excess sugar from these regions could enter the U.S. market and put pressure on domestic sugar prices.

The Company and the U.S. sugar industry recognize the potential negative impact that would result if these agreements are entered into by the United States and are taking steps to actively oppose any agreement that calls for unneeded additional sugar access to domestic market place. The Company and the sugar industry intend to continue to focus significant attention on trade issues in the future.

The current Farm Bill provides price support provisions for sugar. However, if that price support program, including the Tariff Rate Quota system for imported sugar, were eliminated in its entirety, or if the protection the United States’ price support program provides from foreign competitors were materially reduced, the Company could be materially and adversely affected. In such a situation, if the Company were not able to adopt strategies that would allow it to compete effectively in a greatly changed domestic market for sugar, the adverse affects could impact the Company’s continued viability and the desirability of grower sugarbeets for delivery to the Company.

The Company’s Audit Committee and management are working toward meeting all required SEC documentation, certification and best business practices as required in recently passed federal legislation (the Sarbanes Oxley law). As the SEC adopts new rules and proposes future rules, the Company is positioning itself to continue being in compliance. The Company’s Audit Committee and management have been seeking guidance from the SEC and experts in the appropriate areas as needed.

The Company considers its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer to be its disclosure committee, responsible to the Audit Committee for presenting material facts relative to the financial statements and how they are to be disclosed in the SEC filings prior to those filings.

The Company has carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company’s periodic SEC filings relating to the Company (including its consolidated subsidiary).

The Company’s internal controls have been modified to ensure reconciliation of finished goods inventories for interim financial statements, record the value of thick juice at NRV rather than on a cost basis, and modify the method for determining NRV for finished goods inventories.

Because the Company operates as a cooperative, payment for member-delivered sugarbeets, the principal raw material used in producing the sugar and agri-products it sells, are subordinated to all member business expenses. In addition, actual cash payments to members are spread over a period of approximately one year following delivery of sugarbeet crops to the Company and are net of unit retains and patronage allocated to them, all three of which remain available to meet the Company’s capital requirements. This member financing arrangement may result in an additional source of liquidity and reduced outside financing requirements in comparison to a similar business operated on a non-cooperative basis. However, because sugar is sold throughout the year (while sugarbeets are processed primarily between September and April) and because substantial amounts of equipment are required for its operations, the Company has utilized substantial outside financing on both a seasonal and long-term basis to fund such operations. The financing has been provided by Co-Bank (the “Bank”). The Company has a short-term line of credit with the Bank for calendar years 2005 and 2006 of $45.0 million, of which $1.0 million is currently available for a letter of credit. The seasonal line of credit is scheduled for renewal in May 2006.

The loan agreements between the Bank and the Company obligate the company to maintain the following financial covenants, and in accordance with GAAP:

As of November 30, 2005 the Company was in compliance with its loan agreement covenants with the Bank.

Working Capital as of November 30, 2005 totals $16.6 million compared to $12.4 million at August 31, 2005, an increase of $4.2 million for the period. Increased working capital is a result of normal financing, operational and capital expenditure activities of the Company. The Company’s normal working capital position pattern is to increase during the first, second and third quarters of its fiscal year and decline during the fourth quarter. The fourth quarter decline is normally attributed to inter-campaign maintenance costs, a higher level of capital spending during the non-operating period, and the recording of shareholder equity revolvements.

The targeted working capital for August 31, 2006 is approximately $10.4 million dollars and, in the Company’s opinion, will be attained. The Company funds its capital expenditure and debt retirement needs primarily from operating activities. The Company has approximately 5-years of Co-Bank long-term debt remaining and it has two tax exempt bond issues, one with $7.0 million remaining and one with $14.0 million remaining. During the year ended August 31, 2005, the Company began recording certain of the $14.0 million bonds from long-term to short-term liabilities to reflect the bond amortization schedule. With a combined bank long-term debt payment and two long-term bond payments, the Company’s working capital position has been decreasing, and as a result, has anticipated re-structuring its remaining $19.9 million long term debt package with Co-Bank when working capital requirements show a need for doing so. The Company has held preliminary discussions with Co-Bank regarding the future restructuring of its long-term debt package and does not anticipate difficulty in achieving debt restructuring in the future.

The primary factor for the changes in the Company’s financial condition for the three months ended November 30, 2005 was due to the seasonal needs of the 2005/2006 sugarbeet-processing season. The cash used to provide for operations of $23.0 million and investing activities of $1.01 million was funded through financing activities of $23.4 million. The net cash provided through financing activities of $23.4 million was primarily provided through proceeds from the issuance of short-term debt of $24.6 million; offset by payment of long-term debt of $1.2 million.

Contractual Obligations	Total			Less Than 1 Year			1 – 3 Years			4 –5 Years			After 5 Years
Long-Term Debt	$	22.3	MM	$	3.6	MM	$	14.4	MM	$	4.3	MM		0
Bonds Payable	$	21.0	MM	$	1.7	MM	$	5.7	MM	$	4.5	MM	$	9.1	MM
Operating Leases	$	2.2	MM	$	.8	MM	$	1.4	MM	$	0			0
Unconditional Purchase Obligations		0			0			0			0			0
Other Long-Term Obligations		0			0			0			0			0
Total Contractual Cash Obligations	$	45.5	MM	$	6.1	MM	$	21.5	MM	$	8.8	MM	$	9.1	MM

Capital expenditures for the three months ended November 30, 2005 totaled $1.1 million. Capital expenditures for fiscal year 2006 are currently estimated at $4.1 million, which is less than the amount spent on average in the prior four years.

The Company filed the following Current Reports on Form 8-K during this quarter:

September 27, 2005: Minn-Dak Farmers Cooperative’s Board of Directors has determined that the planting level for the 2006 crop will be 160% of base acres plus a 2% measuring tolerance for a total planting of 162% of base acres. The 2005 crop planted acres were approved by the Board of Directors at the level of 150% of base acres.

October 14, 2005: Minn-Dak Farmers Cooperative has announced that the board of directors, following the completion of the 2005 fiscal year audit, has approved the final payment for the 2004 crop of $35.96 per ton of beets harvested (12.598566 cents per pound of sugar). The Board of Directors has also declared and allocated to shareholders of record, for the 2004 crop, non-qualified allocated patronage totaling $5,191,808 or $2.26 per ton of beets harvested.

October 27, 2005: Minn-Dak Farmers Cooperative (the Company) has announced that its board of directors has reviewed and approved the 2005-crop business plan. The 2005-crop business plan, based upon 99.5% of the 2005-crop harvest being completed, provided a beet payment to shareholder / growers of approximately $35.75 per ton of harvested beets (13.0350 cents per pound of extractible sugar). Upon completion of the harvest the Company anticipates that the business plan will yield a beet payment to shareholder / growers of approximately $36.00 per ton (13.0587 cents per pound of extractible sugar), based upon the current estimated yield of 1,810,000 tons of beets.

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.

North Dakota	23-7222188
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

7525 Red River Road Wahpeton, North Dakota	58075
Address of principal executive offices)	(Zip Code)

Date:	November 27, 2006		/s/ DAVID H. ROCHE
			David H. Roche President and Chief Executive Officer

Date:	November 27, 2006		/s/ STEVEN M. CASPERS
			Steven M. Caspers Executive Vice President and Chief Financial Officer

			MINN-DAK FARMERS COOPERATIVE
			(Registrant)