10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

Amendment NO. 1 TO

FORM 10-Q

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: November 30, 2011

OR

☐     TRANSITION REPORT PURSUANT TO SECTION 13 AND 15(d) OF THE

SECURITES EXCHANGE ACT OF 1934

Commission file: No. 33-94644

MINN-DAK FARMERS COOPERATIVE

(Exact named of Registrant as specified in its charter)

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)

(701) 642-8411

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year,

if changed since last report)

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

YES   ☒ NO   ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

YES   ☒ NO   ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐     Accelerated Filer ☐     Non-Accelerated Filer ☒     Smaller Reporting Co ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES   ☐ 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	January 12, 2012
$250 Par Value	475

EXPLANATORY NOTE

On January 12, 2012, Minn-Dak Farmers Cooperative (the “Company”) filed its Quarterly Report on Form 10-Q for the quarter ended November 30, 2011. This Amendment No. 1 to Form 10-Q amends the Quarterly Report on Form 10-Q for the period ended November 30, 2011, as filed with the Securities and Exchange Commission, and is for the sole purpose of furnishing the Interactive Data Files as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in Extensible Business Reporting Language (XBRL).

No other changes have been made to the Form 10-Q other than furnishing the exhibit described above. This Amendment No. 1 to the Form 10-Q continues to speak of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Item 6. Exhibits

The following exhibits are furnished herewith or incorporated herein pursuant to Regulation S-K, Item 601:

Item 31.1*	Section 302 Certification of the President and Chief Executive Officer
Item 31.2*	Section 302 Certification of the Vice President and Chief Financial Officer
Item 32.1*	Section 906 Certification of the President and Chief Executive Officer
Item 32.2*	Section 906 Certification of the Vice President and Chief Financial Officer
Item 101 **	Interactive Data File
* Previously filed or furnished as an exhibit to Minn-Dak Farmers Cooperative’s quarterly report on Form 10-Q for the quarter ended November 30, 2011 and filed on January 12, 2012.
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, these Interactive Data Files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections

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.

		MINN-DAK FARMERS COOPERATIVE
		(Registrant)
Date:	FEBRUARY 7, 2012	/s/ DAVID H. ROCHE
		David H. Roche
		President and Chief Executive Officer
Date:	FEBRUARY 7, 2012	/s/ RICHARD J. KASPER
		Richard J. Kasper
		Vice President and Chief Financial Officer

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Patronage Allocation To Shareholders

3 Months Ended

Nov. 30, 2011

Patronage Allocation To Shareholders [Abstract]

Patronage Allocation To Shareholders

4. In November 2011, the Company allocated to shareholders $6.2 million of patronage from the 2010-crop in the form of non-qualified allocated patronage credits.

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Declaration Of Revolving Patronage

3 Months Ended

Nov. 30, 2011

Declaration Of Revolving Patronage [Abstract]

Declaration Of Revolving Patronage

3. In September 2011, and effective as of August 31, 2011, the Company revolved the remaining 76% of the allocated patronage for the fiscal year ended August 31, 2005 totaling $3,706,906 and 59% of the allocated patronage for the fiscal year ended August 31, 2006, totaling $2,485,193. In addition, for the fiscal period ending August 31, 2011 the Company revolved $23,830 of allocated patronage and $4,451 of unit retains to certain deceased members estates.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Nov. 30, 2011	Aug. 31, 2011
ASSETS
Cash	$ 161	$ 46
Current bond trust	561	1,644
Receivables
Trade accounts	18,482	19,288
Patrons	1,548	15,460
Receivable from affiliates	806	4,456
Other receivables	109	109
Total Receivables	20,945	39,313
Inventories
Refined sugar, in-process sugar, pulp and molasses to be sold on a pooled basis	69,208	38,834
Non-member refined sugar	455	4,730
Sugarbeet inventory	77,060
Yeast	183	157
Beet chemicals	4,063	4,063
Materials and supplies	15,644	15,761
Total Inventories	166,613	63,545
Deferred charges	143	1,693
Prepaid expenses	2,271	2,111
Current deferred income tax asset	11	11
Total Current Assets	190,705	108,363
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements	29,622	28,742
Buildings	37,964	37,883
Factory/Agricultural equipment	163,884	159,371
Other equipment	6,620	6,620
Capitalized leases	3,353	3,353
Construction in progress	10,318	13,917
Total Property, Plant and Equipment	251,761	249,886
Less accumulated depreciation	(146,777)	(144,527)
Net Property, Plant and Equipment	104,984	105,359
OTHER ASSETS
Investment in other cooperatives and other corporations	10,945	10,921
Investment in unconsolidated marketing subsidiaries	201	181
Bond trust	102	1,912
Bond financing costs	487	297
Other long-term assets	1,854	3,446
Total Other Assets	13,589	16,757
TOTAL ASSETS	309,278	230,479
LIABILITIES AND PATRONS' INVESTMENT
Short-term notes payable	72,014	40,646
Current portion of long-term debt and capital leases	3,012	3,012
Accounts payable:
Trade	11,577	18,459
Checks outstanding	1,861	928
Patrons	70,221	24,377
Total Accounts Payable	83,659	43,764
Income tax	4
Payable to affiliates	1,837	1,674
Accrued liabilities	3,837	3,788
Total Current Liabilities	164,363	92,884
LONG-TERM DEBT, CAPITAL LEASES, AND BONDS PAYABLE, NET OF CURRENT PORTION	41,945	42,901
LONG-TERM DEFERRED INCOME TAX LIABILITY	155	177
OTHER LONG-TERM LIABILITIES	681	753
LONG-TERM PENSION LIABILITY	17,916	17,050
COMMITMENTS AND CONTINGENCIES
Total Liabilities	225,060	153,765
PATRONS' INVESTMENT
Total Preferred stock	18,483	18,483
Common stock, 600 shares authorized, $250 par value;issued and outstanding, 476 shares at November 30, 2011 and 476 shares at August 31, 2011	119	119
Paid in capital in excess of par value	32,094	32,094
Unit retention capital	3,104	3,104
Nonqualified allocated patronage	35,717	28,299
Accumulated other comprehensive loss-interest swap	(858)	(903)
Accumulated other comprehensive loss-pension	(15,556)	(15,571)
Retained earnings	11,115	11,089
Total Patrons' Investment	84,218	76,714
TOTAL LIABILITIES AND PATRONS' INVESTMENT	309,278	230,479
Preferred Stock Class A [Member]
PATRONS' INVESTMENT
Total Preferred stock	7,581	7,581
Preferred Stock Class B [Member]
PATRONS' INVESTMENT
Total Preferred stock	5,415	5,415
Preferred Stock Class C [Member]
PATRONS' INVESTMENT
Total Preferred stock	$ 5,487	$ 5,487

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Basis Of Presentation

3 Months Ended

Nov. 30, 2011

Basis Of Presentation [Abstract]

Basis Of Presentation

1. The consolidated financial statements of the Company and that of its wholly owned subsidiary companies Minn-Dak Yeast Company ("Minn-Dak Yeast") and Link Acquisition Company LLC ("Link") for the three-month period ended November 30, 2011 and 2010 are unaudited and reflect all adjustments consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim period. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, contained in the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2011. The results of operations for the three-month period ended November 30, 2011 are not necessarily indicative of the results for the entire fiscal year ending August 31, 2012.

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Inventories

3 Months Ended

Nov. 30, 2011

Inventories [Abstract]

Inventories

2. Inventories of refined sugar, in-process sugar, pulp and molasses to be sold on a pooled basis are valued at Net Realizable Value ("NRV"), while third-party purchased refined sugar to be sold on a pooled basis is valued at the lower of cost or market. Third-party refined sugar costs include product, delivery, poll adjustment, and refining fee costs. Inventory of yeast is valued at the lower of average cost or market. Materials and supplies (including conventional seed and chemicals) are valued at most recent purchase price that approximates cost. During the periods when sugarbeets are purchased from shareholder/growers and/or non-members, but not yet converted into refined sugar or in-process sugar, that sugarbeet inventory is valued at grower and/or non-members payment cost. In valuing inventories at NRV, 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 the processing campaign and decrease to a low point of valuation at or near fiscal year end.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Nov. 30, 2011	Aug. 31, 2011
Common stock, shares authorized	600	600
Common stock, par value	$ 250	$ 250
Common stock, shares issued	476	476
Common stock, shares outstanding	476	476
Preferred Stock Class A [Member]
Preferred stock, shares authorized	100,000	100,000
Preferred stock, par value	$ 105	$ 105
Preferred stock, shares issued	72,200	72,200
Preferred stock, shares outstanding	72,200	72,200
Preferred Stock Class B [Member]
Preferred stock, shares authorized	100,000	100,000
Preferred stock, par value	$ 75	$ 75
Preferred stock, shares issued	72,200	72,200
Preferred stock, shares outstanding	72,200	72,200
Preferred Stock Class C [Member]
Preferred stock, shares authorized	100,000	100,000
Preferred stock, par value	$ 76	$ 76
Preferred stock, shares issued	72,200	72,200
Preferred stock, shares outstanding	72,200	72,200

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Recently Issued Accounting Pronouncements

3 Months Ended

Nov. 30, 2011

Recently Issued Accounting Pronouncements [Abstract]

Recently Issued Accounting Pronouncements

12. Recently Issued Accounting Pronouncements: In May, 2011, the FASB issued ASU 2011-4, amendments to achieve common Fair Value Measurement and Disclosure requirements in U.S GAAP and IFRSs. This amendment is to ensure that fair value has the same meaning in U.S. GAAP and International Financial Reporting Standards (IFRSs) and that their respective fair value measurement and disclosure requirements are the same. This guidance is effective during the interim and annual periods beginning after December 15, 2011. The Company does not expect that this authoritative guidance will have any material effect on the Company's financial statements. In December, 2011 the FASB issued ASU 2011-12 deferring the effective date for amendments to the presentation and reclassification of items out of accumulated other comprehensive income in ASU 2011-05. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. In June, 2011, the FASB issued ASU 2011-5. The objective of this amendment is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company does not expect that this authoritative guidance will have any material effect on the Company's financial statements as it only requires a change the format of the Consolidated Statements of Changes in Members' Investment and Comprehensive Income. In September, 2011, the FASB issued ASU 2011-08. The objective of this amendment is to simplify how entities test goodwill for impairment allowing an entity to use a qualitative approach to test goodwill for impairment. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company does not expect that this authoritative guidance on impairment testing will have a material effect on the Company's financial statements. In December, 2011, the FASB issued ASU 2011-10. The objective of this amendment is to resolve the diversity in practice about whether the guidance in Subtopic 360-20 applies to a parent that ceases to have a controlling financial interest in a subsidiary that is in substance real-estate as a result of default on the subsidiary's nonrecourse debt. This guidance is effective for fiscal years ending after June 15, 2012, and interim and annual periods thereafter. This authoritative guidance will not have any effect on the Company's financial statements. In December, 2011, the FASB issued ASU 2011-11. The amendments in this Update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.

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Document And Entity Information	3 Months Ended
	Nov. 30, 2011	Jan. 12, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 30, 2011
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Entity Registrant Name	MINN DAK FARMERS COOPERATIVE
Entity Central Index Key	0000948218
Current Fiscal Year End Date	--08-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		475

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Change In Accounting Standards

3 Months Ended

Nov. 30, 2011

Change In Accounting Standards [Abstract]

Change In Accounting Standards

13.	Change in Accounting Standards:
	There were no changes to Accounting Standards for the quarter ending November 30, 2011.

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Consolidated Statements Of Operations (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2011	Nov. 30, 2010
REVENUE:
Sales of sugar, co-products and yeast, net of discounts	$ 76,861	$ 74,379
Changes in finished goods inventory and in-process sugar at NRV	30,374	50,517
Total Revenue	107,235	124,896
EXPENSES:
Production costs of sugar, in-process sugar, co-products and yeast sold	24,305	29,504
Sales and distribution costs	17,805	15,089
General and administrative	1,953	2,025
Interest	636	581
(Gain) loss on disposition of property and equipment	4	(1)
Total Expenses	44,703	47,198
TOLLING & OTHER REVENUE	178	71
NET PROCEEDS RESULTING FROM PATRON AND NON-PATRON BUSINESS BEFORE INCOME TAXES	62,710	77,769
INCOME TAX BENEFIT (EXPENSE)	17	22
NET PROCEEDS RESULTING FROM PATRON AND NON-PATRON BUSINESS	62,727	77,791
DISTRIBUTION OF NET PROCEEDS
Income from non-patron business	27	23
Patronage income	7,418	9,709
Net income credited to patrons' investment	7,445	9,732
Allocated costs of sugarbeets paid or payable to patrons for production to date	55,282	68,059
NET PROCEEDS RESULTING FROM PATRON AND NON-PATRON BUSINESS	$ 62,727	$ 77,791

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Long Term Bonds

3 Months Ended

Nov. 30, 2011

Long Term Bonds [Abstract]

Long Term Bonds

7. On November 30, 2010, the Company applied for and received approval from Richland County to sell $8.8 million of new tax-exempt bonds, which are also exempt from alternative minimum taxes, to finance future capital expenditures. These variable rate bonds (currently at 0.16 percent interest rate) were issued on November 30, 2010 with a single maturity date of November 1, 2025. The letters of credit from the Bank associated with all of the bonds were also renewed as of the date of the issuance of the November 30, 2010 bonds, with the letters of credit increasing $9.1 million, representing the $8.8 million in principal plus interest. These tax-exempt bond proceeds are held as a restricted investment in a bond trust until qualified expenditures related to the bonds have been expended by the Company.

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Line Of Credit Facility

3 Months Ended

Nov. 30, 2011

Line Of Credit Facility [Abstract]

Line Of Credit Facility

6. On November 15, 2011, the Company and its Bank agreed to a temporary increase in the seasonal line of credit from $45.0 million to $65.0 million through December 31, 2011. On December 22, 2011, the Company and the Bank agreed to establish the seasonal line of credit from January 1, 2012 through December 31, 2012 at $65.0 million.

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Subsequent Events

3 Months Ended

Nov. 30, 2011

Subsequent Events [Abstract]

Subsequent Events

14.	Subsequent Events:
	The Company has considered subsequent events through the date the financial statements were issued.

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Legal Proceedings

3 Months Ended

Nov. 30, 2011

Legal Proceedings [Abstract]

Legal Proceedings

10. The sugar beet industry and the Company have been or are currently involved in various litigation concerning the approval of Roundup Ready® sugarbeets for planting in 2012 and forward. The legal proceedings to date have resulted in the finding that, for the 2012-crop, it is legal for the Company's shareholder/growers to plant Roundup Ready® sugarbeet seed. However, the Company believes that there will continue to be legal challenges to the USDA's partial deregulation of the Roundup Ready® sugarbeet seed. The ability of shareholder/growers to plant Roundup Ready® sugarbeets in subsequent years will be based upon actions by the USDA, which may be subject to further challenge by certain groups who oppose the partial deregulation. Environmental law restrictions on the use of Roundup Ready® sugarbeet seeds or other restriction relating to sugarbeet seeds or herbicides could have a significant, negative financial impact on the Company and its shareholder/growers. The Company has incurred $4.1 million in costs related to the raising of conventional seed for the 2012-crop year. These costs are reflected as inventory and the method of allocating these costs back to the 2012-crop patrons has not been determined.

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Fair Value Measurement

3 Months Ended

Nov. 30, 2011

Fair Value Measurement [Abstract]

Fair Value Measurement

8. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities Level 2: Includes the following inputs:

• Quoted prices in active markets for similar assets or liabilities
• Quoted prices for identical or similar assets or liabilities in markets that are not active
• Or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities.

• Long-Term Debt, Inclusive of Current Maturities - Based upon discounted cash flows and current borrowing rates with similar maturities, the book value of the Bank debt of approximately $15.0 million and $15.8 million compares to fair values of $15.0 million and $15.8 million respectively as of November 30, 2011 and August 31, 2011. Also included in the Company's long-term debt was $28.1 million and $28.1, million in tax exempt bonds, in comparison to the fair value of $28.1 million and $28.1 million respectively as of November 30, 2011 and August 31, 2011.
• Proceeds for Bond Issuance Transferred to Restricted Investment – included in the Company's current bond trust and restricted long-term other assets was $0.7 million and $3.6 million in comparison to the fair value of $0.7 million and $3.6 million as of November 30, 2011 and August 31, 2011.
• Investments in Other Cooperatives and Other Corporations - The Company believes it is not practical to estimate the fair value of these investments without incurring excessive costs because there is no established market for these securities and equity interests, and it is inappropriate to estimate future cash flows which are largely dependent on future earnings of these organizations.
• Investments in Unconsolidated Marketing Subsidiaries - The Company believes it is not practical to estimate the fair value of these investments without incurring excessive costs because there is no established market for these securities and equity interests, and it is inappropriate to estimate future cash flows which are largely dependent on future earnings of these organizations.
• Foreign Currency Forward Contracts — there were no open foreign currency forward contracts as of November 30, 2011 or August 31, 2011.
• Interest Rate Contracts — Based on the zero coupon method in which the term, notional amount, and re- pricing date of the interest rate swap match the term, re-pricing date, and principal amount of the interest- bearing liability on which the hedging interest payments are due, the fair value of the interest rate contracts as of November 30, 2011 was a liability of $0.9 million and August 31, 2011 was a liability of $0.9 million.

The current portion of the liability ($0.2 million as of November 30, 2011 and $0.2 million as of August 31, 2011) is included in accrued liabilities and the long-term portion of the liability ($0.7 million as of November 30, 2011 and $0.7 million as of August 31, 2011) is included in other long-term liabilities. Inputs used to measure the fair value of the interest rate swap contracts are quoted prices in active markets for similar assets or liabilities and therefore are contained within level 2 of the fair value hierarchy. Because the critical terms of the swap contracts and the notes payable are the same, the swap contracts effectively hedge the risk of changes in interest payments. Due to this, the changes in the fair value of the swap contracts have been excluded from the statement of operations. Financial instruments recorded at fair value on a recurring basis are as follows:

				Fair Value of Liabilities as of November 30, 2011
Interest Rate Swaps
(In Millions)				Level 1		Level 2		Level 3			Total
Fiscal Year - Notional Amt. - Ave Interest Rate
2012	$45.0 Million	0.587	%	$	-	$	0.1	$	-		$	0.1
2013	$40.0 Million	1.607	%	$	-	$	0.4	$	-		$	0.4
2014	$30.0 Million	2.305	%	$	-	$	0.3	$	-		$	0.3
2015	$ 5.0 Million	3.685	%	$	-	$	0.1	$	-		$	0.1
Total				$	-	$	0.9	$	-	$	0.9

				Fair Value of Liabilities as of August 31, 2011
Interest Rate Swaps
(In Millions)					Level 1	Level 2		Level 3			Total
Fiscal Year - Notional Amt. - Ave Interest Rate
2012	$30.0 Million	0.853	%	$	-	$	0.2	$	-		$	0.2
2013	$25.0 Million	1.870	%	$	-	$	0.3	$	-		$	0.3
2014	$15.0 Million	2.879	%	$	-	$	0.3	$	-		$	0.3
2015	$ 5.0 Million	3.685	%	$	-	$	0.1	$	-		$	0.1
Total				$	-	$	0.9	$	-	$	0.9

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Estimated Payment Liability

3 Months Ended

Nov. 30, 2011

Estimated Payment Liability [Abstract]

Estimated Payment Liability

9. The Company's shareholder/growers harvested 1,954,638 tons of sugarbeets from the 2011-crop, which created a revised (in December 2011) estimated payment liability of $130.8 million. As a result of increased net sales, the estimate was revised to $66.91 per ton (average quality beets) or $0.2267457 per harvested/bonus extractible pound of sugar.

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Defined Benefit Plan

3 Months Ended

Nov. 30, 2011

Defined Benefit Plan [Abstract]

Defined Benefit Plan

11. The following schedule provides the components of Net Periodic Benefit Cost for the Three-Months Ended, November 30, 2011 and 2010.

(In 000's)		Pension Plan						Other Than Pension Plan
		FY2012			FY2011			FY2012		FY2011
Service Cost	$	326		$	320		$	-	$	-
Interest Cost		525			498			-		-
Expected return on plan assets		(493	)		(416	)		-		-
Amoritzation of prior service cost		8			8			-		-
Amortization of transition cost		-			-			-		-
Amoritzation of net (gain) loss		221			271			-		-
Net periodice benefit cost	$	587		$	681		$	-	$	-

Through the three-months ended November 30, 2011, the Company has made $0.0 million of contributions as compared to $0.0 million through the three-months ended November 30, 2010. The Company anticipates contributing $4.3 million in additional funds to its pension plan in Fiscal Year 2012, for a total of $4.3 million. Contributions in Fiscal Year 2011 totaled $1.8 million.

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2011	Nov. 30, 2010
OPERATING ACTIVITIES
Net income credited to patrons' investment	$ 7,445	$ 9,732
Accumulated other comprehensive gain/(loss)-interest swap	45
Add (deduct) noncash items:
Depreciation	2,405	2,162
Amortization	174	154
(Gain) loss on property and equipment disposals	4	(1)
Loss allocated from unconsolidated marketing subsidiaries	(5)	(1)
Noncash portion of patronage capital credits	(23)	(32)
Deferred income taxes	(22)	(22)
Changes in operating assets and liabilities
Accounts receivable and advances	18,368	6,067
Inventory and prepaid expenses	(103,229)	(146,677)
Deferred charges and other assets	2,777	3,370
Accounts payable, accrued liabilities and other liabilities	46,164	72,064
Net cash (used in)/provided by operating activities	(25,897)	(53,184)
INVESTING ACTIVITIES
Proceeds from disposition of property, plant and equipment		1
Tax exempt bond trust draw	2,893	4,731
Capital expenditures	(2,034)	(3,662)
Net cash (used in)/provided by investing activities	859	1,070
FINANCING ACTIVITIES
Net proceeds from issuance of short-term debt	31,368	57,233
Checks outstanding	933	206
Payment of long-term debt and capital leases	(956)	(950)
Payment of financing fees		(390)
Equity payment to estate		(10)
Payment of allocated patronage	(6,192)	(4,020)
Net cash (used in)/provided by financing activities	25,153	52,069
NET INCREASE/(DECREASE) IN CASH	115	(45)
CASH, BEGINNING OF YEAR	46	129
CASH, END OF PERIOD	161	84
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest	426	381
Income taxes, net of refunds	1	548
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Unit retain deductions from patron payable		2,456
Proceeds for bond issuance transferred to restricted investment		$ 8,815

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Short Term Borrowings

3 Months Ended

Nov. 30, 2011

Short Term Borrowings [Abstract]

Short Term Borrowings

5. Short term credit capacity as of November 30, 2011 totaled $93.0 million; $56.0 million has been borrowed from CoBank (the "Bank") and $16.0 million from the USDA Commodity Credit Corporation "CCC". That leaves the Company with a remaining short-term credit capacity totaling $21.0 million. The increase in seasonal debt from August 31, 2011 to November 30, 2011 is due to normal seasonal operations for a 1.9 million ton crop.

Source		Capacity		Utilized		Unused Capacity
		(In Millions)
Co-Bank	$	65.0	$	56.0	$	9.0
CCC	$	28.0	$	16.0	$	12.0
Total	$	93.0	$	72.0	$	21.0