SECURITIES AND EXCHANGE COMMISSION
Form 10-Q/A-2
|
(Mark One)
|
||
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| for the quarterly period ended May 31, 2003. | ||
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| for the transition period from to . | ||
Commission File Number 333-17865
CHS Inc.
|
Minnesota
|
41-0251095 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
|
5500 Cenex Drive Inver Grove Heights, MN 55077 |
(651) 355-6000 |
|
|
(Address of principal executive offices, including zip code) |
(Registrant’s telephone number, including area code) |
|
Include 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 (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Number of Shares Outstanding | ||
| Class | at May 31, 2003 | |
|
NONE
|
NONE |
INDEX
| Page | ||||||
| PART I. FINANCIAL INFORMATION | ||||||
|
Item 4.
|
Controls and Procedures | 2 | ||||
| PART II. OTHER INFORMATION | ||||||
|
Item 6.
|
Exhibits and Reports on Form 8-K | 3 | ||||
| SIGNATURE PAGE | 4 | |||||
1
This Form 10-Q/A-2 amends Item 4 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2003, as previously amended by the Form 10-Q/A. In addition, in connection with the filing of this Form 10-Q/A-2 and pursuant to the rules of the Securities and Exchange Commission, the Registrant is including with this Form 10-Q/A-2 certain currently dated certifications. No other changes have been made to this Form 10-Q for the fiscal quarter ended May 31, 2003 and this Form 10-Q/A-2 does not modify or update the disclosure contained in the Form 10-Q as amended by the Form 10-Q/A in any way other than as required to reflect the amendments discussed above and reflected below.
PART I. FINANCIAL INFORMATION
| Item 4. | Controls and Procedures |
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of May 31, 2003. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of that date, except as noted below with respect to the identification and elimination of certain sales and transfers within our Grain Marketing business segment, our disclosure controls and procedures were effective.
During the first quarter ended November 30, 2003, we determined that certain sales and transfers within our Grain Marketing business segment and also between the Grain Marketing segment and the Processed Grains and Foods segment had not been properly identified and eliminated in our consolidated financial statements for certain periods prior to that fiscal quarter. Following this determination, we restated our consolidated statements of operations for the fiscal years ended August 31, 2002, 2001 and 2000 and for the first three fiscal quarters of the fiscal year ended August 31, 2003. These changes had no effect on our financial condition, or changes in cash flows, and no effect on reported gross profit or net income for the periods stated above. In response, we changed our internal control over financial reporting to include additional processes that are intended to ensure the proper identification and reporting of intra-company transactions and enable us to eliminate those transactions in the preparation of our consolidated financial statements.
2
PART II. OTHER INFORMATION
| Item 6. | Exhibits and Reports on Form 8-K |
(a) Exhibits
| Exhibit | Description | |||
| 4 | .1 | Resolution amending a previous Preferred Stock Resolution with respect to the record date for payment of dividends for the Company’s 8% Cumulative Redeemable Preferred Stock (previously filed). | ||
| 10 | .1 | Credit Agreement (Revolving Loan) dated as of May 21, 2003 among Cenex Harvest States Cooperatives, CoBank, ACB, SunTrust Bank, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., BNP Paribas and the Syndication Parties (previously filed). | ||
| 31 | .1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 31 | .2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 32 | .1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 32 | .2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 99 | .1 | Cautionary Statement (previously filed). | ||
(b) Reports on Form 8-K
None.
3
SIGNATURES
Pursuant to the requirements 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.
| CHS INC. | |
| (Registrant) | |
| /s/ JOHN SCHMITZ | |
|
|
|
| John Schmitz | |
| Executive Vice President and | |
| Chief Financial Officer |
March 2, 2004
4