Golden Growers Cooperative 10-K for FY2023
Golden Growers Cooperative (GGROU)
About this 10-K
Golden Growers Cooperative filed this 10-K on March 15, 2024, covering the fiscal year ended December 31, 2023 (FY2023).
Headline figures
Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $88.02M
- down 18.1% from $107.41M a year earlier
- Net income
- $5.33M
- down 20.2% from net income of $6.68M a year earlier
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended
or
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Commission File No.:
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(Exact name of registrant as specified in its
charter)
| (State of incorporation) | (I.R.S. Employer Identification Number) |
| (Address of principal executive offices) | (Registrant’s telephone number) |
| Securities registered pursuant to Section 12(b) of the Act: NONE |
| Securities registered pursuant to Section 12(g) of the Act: Units |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes ☐
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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 (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.
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
Smaller reporting company | Emerging growth company | |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extension transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
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If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the
financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements.
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D -1(b). ☐
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Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act).
Yes
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As of March 14, 2024, the registrant had Units issued and outstanding. There is established public market for the registrant’s Units. Although there is a limited, private market for the registrant’s Units, the registrant does not obtain information regarding the transfer price in transactions between its members and therefore is unable to estimate the aggregate market value of the registrant’s Units held by non-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
TABLE OF CONTENTS
i
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements and information based upon assumptions by Golden Growers Cooperative (“we,” “us,” “our,” and the “Cooperative”), including assumptions about risks and uncertainties faced by the Cooperative. These forward-looking statements can be identified by the use of forward-looking terminology such as “anticipates,” “expects,” “believes,” “may,” “will,” or the negative of these terms or similar verbs or expressions.Forward-looking statements in this report generally relate to: our expectations regarding our membership in ProGold Limited Liability Company (“ProGold”) and its distributions to the Cooperative; our beliefs regarding the sufficiency of working capital and cash flows; our expectations regarding our continued ability to renew or obtain financing on reasonable terms when necessary; the impact of recently issued accounting pronouncements; our intentions and beliefs relating to our costs and business strategies; our expected operating and financial results; our expectations concerning our contract arrangements with members; our beliefs regarding competitive factors and our competitive strengths; our predictions regarding the impact of seasonality; our beliefs regarding the impact of the farming industry on our business; our beliefs regarding our internal controls over financial reporting; and our intentions for paying member distributions. Many of these forward-looking statements are located in this report under “Item 1. BUSINESS” and “Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS,” but they may appear in other sections as well.
This report should be read thoroughly with the understanding that our actual results may differ materially from those set forth in the forward-looking statements for many reasons, including events beyond our control and assumptions that prove to be inaccurate or unfounded. We cannot provide any assurance with respect to our future performance or results. Our actual results or actions could differ materially from those anticipated in the forward-looking statements for many reasons, including, but not limited to: (i) the impact of the Cooperative’s joint ownership interest in ProGold LLC following Cargill’s acquisition of a 50% interest in ProGold LLC; (ii) fluctuations in the market price per bushel of corn; (iii) the impact of the war in Ukraine; (iv) the effect of inflation as well as general economic conditions and the agricultural cycle on the demand for our members’ corn; (v) our ability to retain our key employee; (vi) the cost of complying with laws, regulations, and standards relating to corporate governance and public disclosure, and the demand such compliance places on management’s time; and (vii) other factors described in this report and from time to time in our other reports filed with the Securities and Exchange Commission. If any of management’s assumptions prove incorrect or should unanticipated circumstances arise, the Cooperative’s actual results could materially differ from those anticipated by such forward-looking statements. The Cooperative undertakes no obligation to update any forward-looking statements in this report to reflect future events or developments. Readers should not place undue reliance on such forward-looking statements. The Cooperative qualifies all of its forward-looking statements by these cautionary statements.
PART I
| Item 1. | BUSINESS |
General
Golden Growers Cooperative is a value-added agricultural cooperative association owned by 1,462 members primarily from Minnesota, North Dakota and South Dakota, all of whom deliver corn to the Cooperative for processing. The Cooperative was originally formed in 1994 as a North Dakota agricultural cooperative with the goal of allowing its members to receive additional value from the corn that they grow through the processing of that corn into value-added products, such as corn sweeteners. The Cooperative accomplished this purpose by forming a joint venture with
American Crystal Sugar Company (“American Crystal”) that formed ProGold Limited Liability Company (“ProGold”), a Minnesota limited liability company that designed and constructed a corn wet-milling facility in Wahpeton, North Dakota to process corn into high fructose corn syrup and related co-products. The Cooperative’s membership in ProGold LLC includes a right and obligation for the Cooperative to deliver corn to the ProGold facility for processing.
The Cooperative’s members deliver corn to the ProGold facility on the Cooperative’s behalf to meet this delivery obligation.
On November 1, 1997, ProGold entered into an operating lease with Cargill Incorporated (“Cargill”) for the entire ProGold facility. Cargill has operated the facility continually since this time. While ProGold no longer operates the wet-milling facility, the Cooperative, through its members, continues to have an obligation to deliver corn directly to Cargill at the wet-milling facility.
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On September 1, 2009, by way of a series of mergers, the Cooperative changed its domicile and form of entity from a North Dakota cooperative to a Minnesota cooperative association governed under Minnesota Statutes Chapter 308B. The Cooperative operates as a cooperative for state law purposes but is treated as a partnership under Subchapter K of the Internal Revenue Code of 1986, as amended (the “Code”) for tax purposes.
Additional information about the Cooperative can be found on our website, https://goldengrowers.com. We are neither including nor incorporating by reference herein the information contained on our corporate website. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). TheExchange Act requires us to file periodic reports and other information with the Securities and Exchange Commission (“SEC”). The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SEC’s website at http://www.sec.gov.
Business Operations
The Cooperative is in the business of providing value to its members by facilitating their delivery of corn to the corn wet-milling facility owned by ProGold. We accomplish our business on behalf of our members not through the ownership of assets such as a plant and equipment, but through our contract relationships with all of the parties involved in the ownership and operation of the facility. From an income production perspective, our membership interest in ProGold is our primary asset that, in addition to giving the Cooperative the right to receive distributions from ProGold, also provides our members with additional value for the delivery of their corn for processing. Cargill is also an integral part of our financial success. Cargill provides the Cooperative grain services that allow us to facilitate corn delivery to the ProGold facility at little or no expense. In addition, the lease payments Cargill makes to ProGold that are in turn distributed to the Cooperative provide us with the cash to make distributions to our members.
Ownership in ProGold
Prior to March 1, 2022, the Cooperative and American Crystal owned a 49% interest and 51% in ProGold, respectively. On April 4, 2017, ProGold and Cargill entered into a Second Amended and Restated Facility Lease (the “Facility Lease”), which commenced on January 1, 2018 and continued through December 31, 2022. On the same day, the Cooperative, Cargill, and American Crystal entered into a Consent Agreement, effective on January 1, 2018 (the “Consent Agreement”), relating to the Facility Lease and the Cooperative’s interest in ProGold, and Cargill and American Crystal entered into an Option Agreement, effective on January 1, 2018 (the “Option Agreement”), detailing the price, term and other conditions under which American Crystal granted to Cargill an exclusive option (the “Option”) to purchase a 50% interest in ProGold from American Crystal during the first four years of the Facility Lease. Under the Consent Agreement, the Cooperative approved and consented to the transfer of the 50% interest in ProGold from American Crystal to Cargill in the event Cargill exercised its option. The Cooperative also secured the right to purchase American Crystal’s remaining 1% interest in ProGold for a base price ranging from $1.7 million to $1.3 million, depending on the timing of Cargill’s notification to American Crystal of its intention to exercise its option. The Cooperative was also required to pay to American Crystal a capital adjustment in an amount equal to 1% of the portion of costs that had not been paid by Cargill to ProGold through additional rent with respect to certain projects at the facility.
Cargill exercised its Option under the Option Agreement to purchase a 50% interest in ProGold from American Crystal. Simultaneously with the exercise of the Option, the Cooperative, pursuant to the Consent Agreement, elected to purchase American Crystal’s remaining 1% interest in ProGold. As a result of these transactions, effective March 1, 2022, the Cooperative and Cargill each own a 50% interest in ProGold.
In connection with Cargill’s exercise of its Option under the Option Agreement, the Cooperative, Cargill and ProGold entered into that certain ProGold Limited Liability Company Agreement (the “Operating Agreement”), effective March 1, 2022, in order to set forth the structure, governance and operation of ProGold according to certain operational principles and other guidelines described in the Consent Agreement. Beginning March 1, 2022, the Cooperative is allocated 50% of the profits and losses of ProGold and receives 50% of any cash that is distributed to ProGold’s members.
Under the Operating Agreement, ProGold’s board of governors is comprised of six members (each, a “Governor”), with three members appointed by each of the Cooperative and Cargill. The affirmative vote of a majority of the Governors is required to, among other actions, approve capital projects in excess of $1 million, approve infrastructure projects, approve any changes to current and future leases, and appoint one or more managers of ProGold. In addition to the affirmative vote of a majority of the Governors, certain fundamental actions, such as a merger or consolidation, sale or liquidation of substantially all of the assets of ProGold, a dissolution of ProGold, the approval of new members, or the approval of loans to ProGold by members requires the unanimous approval of the members. Neither the Cooperative nor Cargill may sell or transfer its interest in ProGold to any third party without the other party’s consent. Additionally, each party has a right of first refusal to purchase the other’s interest in ProGold if such party receives an offer for or desires to sell its interest.
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In the event any Cargill Competitor (as defined in the Operating Agreement) acquires an equity interest in the Cooperative, Cargill will have a sixty-day option to purchase all of the membership interest in ProGold held by the Cooperative for a purchase price of $81 million plus 50% of the remaining lease payments due under the Facility Lease through the closing date of such sale. Further, if a Triggering Event (as defined in the Operating Agreement) occurs on or before December 31, 2026, the Cooperative and Cargill will expeditiously and in good faith work together to finalize a joint venture agreement for the structure, governance and operation of ProGold according to certain operating principles and other guideline terms. If a joint venture agreement is agreed to, the Cooperative will reimburse Cargill for 50% of the undepreciated capital expense associated with approved projects. If a Triggering Event does not occur on or before December 31, 2026, or if a Triggering Event does occur, but the Cooperative and Cargill are unable to agree on terms for a joint venture agreement within four months of the Triggering Event, then Cargill agrees to purchase the Cooperative’s 50% interest in ProGold for $81 million and half of any remaining lease payments due through December31, 2026.
Also in connection with the Option exercise, ProGold and Cargill entered into that certain First Amendment to Second Amended and Restated Facility Lease, effective March 1, 2022, extending the term of the Facility Lease through December 31, 2026. Under the terms of the amended Facility Lease, Cargill paid ProGold an annual lease payment of $15.5 million in 2022 through 2023 and will pay an annual lease payment of $16 million in 2024 through 2026. Cargill also agreed to pay the Cooperative $1.29 million at closing as an early buyout of previously committed and deployed capital projects.
The wet-milling facility was built in 1995. As processing facilities age, more extensive maintenance becomes necessary to keep the facility in good working order. During the term of the Facility Lease, Cargill will deploy capital for several approved projects estimated at $25 million. The Facility Lease was further amended by that certain Second Amendment to Second Amended and Restated Facility Lease, effective March 1, 2022, to provide that Cargill will have a leasehold interest in these capital projects and will receive the benefit of depreciation during the term of the Facility Lease. Additionally, ProGold agreed to pay at least $750,000 in 2022 and 2023, and $500,000 in 2024 through 2026, for infrastructure maintenance and may also be required to pay additional sums in order to make certain capital improvements. The payments will reduce any income available for ProGold’s members at the time of such expenses. The Cooperative and Cargill would experience any such reduction in ProGold’s income proportionately based on their percentage ownership of ProGold.
Membership and Delivery Obligations
Annually, the Cooperative is required to deliver approximately 15,490,480 bushels of corn to Cargill for processing at the ProGold facility. The Cooperative’s members deliver corn to the ProGold facility on the Cooperative’s behalf to meet this delivery obligation.
Any person residing in the United States can own Units in the Cooperative as long as that person delivers or provides for the delivery of corn for processing at the ProGold facility. Ownership of our Units requires our members to deliver corn to the Cooperative in proportion to the number of Units each member holds. Currently 15,490,480 Units are issued and outstanding. The Cooperative’s income and losses are allocated to our members based on the volume of corn a member delivers or has delivered. Subject to certain limitations, as long as a member patronizes the Cooperative by delivering corn in proportion to the number of Units held by the member, the member will be allocated a corresponding portion of our income (or loss). In this way, we operate on a cooperative basis.
To hold our Units a member is required to execute a Uniform Member Agreement that obligates the member to deliver corn to us and an Annual Delivery Agreement by which each member annually elects the member’s method to deliver corn — either Method A or Method B, or a combination of both. Under Method A, a member is required to physically deliver the required bushels of corn to us either at the ProGold facility or another location designated by the Cooperative. Under Method B, a member appoints us as its agent to arrange for the acquisition and delivery of the required bushels of corn on the member’s behalf.
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In order to provide delivery services to our members in the most cost-effective manner, the Cooperative has entered into an agreement with Cargill whereby we appoint Cargill as our agent to arrange for the delivery of the corn by our members who elect to deliver corn using Method A, and we appoint Cargill as our agent to acquire corn on our behalf for our members who elect to deliver corn using Method B. If a member elects to deliver corn using Method B, the price per bushel the Cooperative pays to the member is equal to the price per bushel paid by Cargill to acquire the corn as our agent. The Cooperative pays members who deliver corn under Method A the market price or contracted price for their corn at the time of delivery. Members who deliver corn under Method A also receive from the Cooperative an incentive payment of $.10 per bushel on the corn that they deliver, while members who elect Method B to deliver corn pay to the Cooperative a $.02 per bushel agency fee for the cost of having us deliver corn on their behalf. The incentive payment for Method A deliveries and the agency fee for Method B deliveries are subject to annual adjustment at the sole discretion of our Board of Directors. While the Cooperative is financially responsible for the various payments to the members for corn, Cargill, serving as the Cooperative’s administrative agent, issues payments to members for corn on the Cooperative’s behalf.
Annually, we notify Cargill of the number of bushels of Method A corn to be delivered by each member who has elected to deliver corn by Method A. Once we provide notification to Cargill of the number of bushels of corn, Cargill then confirms the amount of corn with each member and notifies that member with respect to quality specifications, allowances, deductions and premiums to be applicable to that corn. The member with a Method A corn commitment then directly contracts with Cargill for corn delivered by Method A. At the end of each month Cargill reports the number of Method A bushels delivered and the average daily price paid for corn that Cargill purchased from members on the Cooperative’s behalf. The product of the number of bushels delivered multiplied by the average monthly market price is reported as Method A corn expense. In the event a member who has elected to deliver corn by Method A delivers to Cargill more than its delivery commitment, any corn delivered in excess of that commitment is handled as a direct sale of corn to Cargill. In the event a member who has elected to deliver corn by Method A delivers to Cargill less than its committed amount of corn, the quantity of the shortfall is then purchased and delivered by Cargill on our behalf. The purchase price is equal to the average price reported for Method A corn for the final month of the year. In addition, the Method A member with a shortfall will be charged a purchased corn fee and agency fee determined by the Board of Directors.
Cargill purchases the remainder of the corn to be delivered by us on behalf of our Method B delivering members at such time and in such quantities as it deems appropriate and in the best interest of the Cooperative and Cargill. Each quarter, the Cooperative notifies Cargill of the number of Method B bushels to be purchased during the quarter. Cargill will certify to the Cooperative that it has purchased the necessary Method B bushels. The price paid is reported as the Method B corn revenue, calculated by multiplying the weighted average price for Method A corn delivered during the quarter by the number of Method B bushels delivered during the quarter.
In exchange for the services set forth above with respect to handling our member’s delivery of corn to the wet-milling facility, we paid Cargill an annual fee of $60,000 in 2023. This fee was paid in quarterly installments. In addition, we also pay Cargill a per-bushel fee if a Method A member fails to deliver corn. This amount is in addition to any reimbursement we are required to pay Cargill for a Method A member’s failure to deliver. All of our agreements with Cargill terminate at the expiration of the Facility Lease between Cargill and ProGold.
Allocation of Income and/or Losses
When members deliver corn to the Cooperative for processing at the facility, they are paid a market price for the corn that is delivered. In addition, members have a right to receive added value for the efforts in the form of patronage based on each member’s proportionate share of the Cooperative’s income from ProGold that is derived primarily from Cargill’s lease of the facility.
Our Fourth Amended and Restated Bylaws (“Bylaws”) establish a Method A delivery pool and a Method B delivery pool. Generally, our income and/or losses are allocated annually based on the percentage of bushels of corn our members elect to deliver using either Method A or Method B. Regardless of the actual percentage allocation between our members who deliver bushels of corn using Method A or Method B, our Bylaws require us to annually allocate at least 15% of our income and/or losses to the Method A pool. The amount of our income and/or losses actually allocated to the Method A pool is a percentage equal to the greater of 15% or the actual percentage of bushels of corn delivered by our members using Method A.
4
If less than 15% of the bushels of corn are delivered by members using Method A, the members who elect Method A will be allocated 15% of our income and/or losses even though they deliver less than 15% of the bushels of corn obligated to be delivered by us to Cargill. As a result of this requirement, a Method A member may receive a greater proportionate allocation of our income and/or losses than a Method B member who contracted to have the same amount of corn delivered.
For fiscal year 2023, our members delivered 28% of the bushels of corn by Method A and 72% of the bushels of corn by Method B. For fiscal year 2022, members delivered 27% of the bushels by Method A and 73% of the bushels of corn by Method B. Income and/or losses and any cash distributions being allocated to the Method A pool were 28% in fiscal year 2023 and 27% in fiscal year 2022.
Government Regulations and Environmental Compliance
The Cooperative does not anticipate any material effects of governmental regulations on its business. To the extent government regulations, including environmental regulations, require certain capital improvements to the ProGold facility, ProGold may be required to pay for such improvements. The payments would reduce any income available for the Cooperative, as a member of ProGold, at the times of such expenses. We do not expect that the cost of complying with these regulations will have a material impact on our distribution from ProGold for the current fiscal year.
Employees
As of December 31, 2023, the Cooperative had 1 full-time employee, Executive Vice President, Scott Stofferahn, who serves in the capacity of chief executive officer and chief financial officer.
Competitio
As a grower-owned cooperative whose members are contractually obligated to deliver corn, the Cooperative generally does not face competition in the marketplace for corn. More importantly, its governing documents and contractual arrangements with Cargill contain contractual incentives for growers to deliver corn to the Cooperative and not to another processor. Even if members do not fully satisfy their delivery commitments, there are sufficient supplies of corn to be purchased in the open market to meet any contract obligations to Cargill, with any costs to be charged to the defaulting member.
The Cooperative was formed in 1994 by a group of corn growers with a goal of adding value to the corn they delivered for processing. Members invested in the Cooperative with the goal of creating a facility where they could not only find a certain market for their corn but where they could also benefit from a long-term investment in a value-added enterprise such as the ProGold facility. There is no competition in attracting members to the Cooperative and its services. Other grain shippers and corn processing facilities in the region provide competition for the purchase of corn from members, but most do not provide the opportunity for membership or partial ownership and any resulting additional profits from the operation or lease of their facilities.
| Item 1A. | RISK FACTORS |
| As a smaller reporting company, we are not required to provide disclosure pursuant to this Item. | |
| Item 1B. | UNRESOLVED STAFF COMMENTS |
| As a smaller reporting company, we are not required to provide disclosure pursuant to this Item. | |
| Item 1C. | CYBERSECURITY |
Cybersecurity risk management and strategy
The Cooperative’s Board of Directors recognizes the significance that cybersecurity has on our business, particularly the security of our member data, and is responsible for overseeing risks to the Cooperative from cybersecurity threat actors. Our operations rely on various information systems and technologies, mainly those provided by third party providers. These systems collect, process, transmit and retain information that may require both mandatory and voluntary data protection regimens.
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Our cybersecurity practices are designed to provide reasonable information security given the nature of our organization and our third-party relationships. We rely on the representations and certifications of key partnerships with suppliers recognizing these third-party relationships introduce additional cybersecurity risks. To address these third-party risks, we have established strict criteria for supplier selection and conduct security risk assessments to mitigate potential impacts on our business. We do not, at this time, engage assessors, consultants, auditors, or other third parties in connection with any security risk assessments or processes.
Cybersecurity governance
The Cooperative’s Board of Directors believes a strong cybersecurity strategy is vital to protect our business operations, sustain our control environment and honor our data protection obligations. The Board has delegated to its Finance & Audit Committee the responsibility for monitoring the effectiveness of the Cooperative’s internal cybersecurity practices. The Executive Vice President manages the Cooperative’s cybersecurity-related risks, communicates with suppliers and other third party providers regarding cybersecurity threats, incidents, plans and responses, and reports to the Finance & Audit Committee and/or the entire Board regarding such cybersecurity threats, incidents, plans and responses on at least a semi-annual basis, and more often as needed.
During 2023, the Cooperative did not experience any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Cooperative, including its business strategy, results of operations, or financial condition.
| Item 2. | PROPERTIES |
| We lease executive office space at 1002 Main Avenue West, Suite 5, West Fargo, ND 58078. The Cooperative’s office space needs are limited and easily met by a market rate lease. | |
| Item 3. | LEGAL PROCEEDINGS |
| The Cooperative is not currently involved in any legal proceedings. In addition, we are not aware of any potential claims that could result in the commencement of legal proceedings. | |
| Item 4. | MINE SAFETY DISCLOSURES |
| Not applicable. | |
PART II
| Item 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES |
Market Information
There is no established trading market for our Units. To maintain our partnership tax status, members may not trade their Units on an established securities market or readily trade Units on a secondary market (or the substantial equivalent thereof). All transfers are subject to approval by the Board of Directors and a determination that the transfer will not cause us to be deemed a publicly traded partnership. In accordance with the publicly traded partnership rules, the Cooperative has made arrangements with FNC Ag Stock, LLC to serve as a qualified matching service for our members.
Our Bylaws restrict the ability of our members to transfer their Units. To help ensure that a secondary market does not develop, our Bylaws prohibit transfers without the approval of our Board of Directors. The Board of Directors will not approve transfers unless they fall within “safe harbors” contained in the publicly traded partnership rules under the Code and the related rules and regulations. Any transfers of Units in violation of the publicly traded partnership rules or without the prior consent of the Board of Directors will be invalid.
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There are no outstanding warrants or options to purchase, or securities convertible into, our Units. As of the date hereof, there are 15,490,480 Units that are eligible for sale pursuant to Rule 144. We have not agreed to register any Units under the Securities Act for sale by members.
Holders
As of the date hereof, there are 1,462 holders of the Cooperative’s Units determined by an examination of the Cooperative’s equity records that the Cooperative maintains. Our Units are uncertificated.
Distributions
The Cooperative, to the extent cash is available, generally plans to make distributions to its members. The Cooperative may make cash distributions at such time and in such amounts as determined from time to time by our Board of Directors in its sole discretion; provided that we must annually, on or before March 1 of each year, make a cash distribution to our then current members equal to at least thirty percent (30%) of the income allocated to members for the prior year. Any such cash distributions shall be made in a uniform and equitable basis among the members within a particular allocation pool on the basis of patronage. Such cash distributions will be reduced by any tax withholding payments that are made on the member’s behalf. For the fiscal year ended December 31, 2022, the Cooperative made aggregate cash distributions to members of $6,506,000. For the fiscal year ended December 31, 2023, the Cooperative made aggregate cash distributions to members of $6,816,000. For more information regarding factors considered by the Board of Directors in determining the amount of cash distributions, see the section entitled “Liquidity and Capital Resources” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Securities Authorized for Issuance under Equity Compensation Plans
The Cooperative currently has no equity compensation plan.
Purchases of Equity Securities by Golden Growers Cooperative
None.
Recent Sales of Unregistered Securities
None.
| Item 6. | [RESERVED] |
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion should be read in conjunction with the Cooperative’s financial statements, the notes thereto and the other financial data included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements. Such statements are based on assumptions by the Cooperative’s management as of the date of this report and are subject to risks and uncertainties, as discussed in the section entitled “Forward Looking Statements.” Readers should not place undue reliance on such forward-looking statements. Please refer to Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for a comparative discussion of our financial results for the fiscal year ended December 31, 2022 as compared with the fiscal year ended December 31, 2021.
Results of Operations
The Cooperative derives revenue from two sources: operations related to the marketing of members’ corn and income derived from the Cooperative’s membership interest in ProGold. The corn marketing operations generate revenue for the Cooperative equal to the value of the corn that is delivered to Cargill for processing at the facility. The Cooperative recognizes expense equal to this same amount which results in the corn marketing operations being revenue neutral to the Cooperative, except for revenue from the Method B agency fee and expenses related to the Method A incentive payments, required licensing and bonding expenses, and the service fee paid to Cargill.
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The Cooperative sold approximately 15.5 million bushels of corn on behalf of its members in each of fiscal 2022 and 2023. The Cooperative recognized corn revenue of $88,019,000 in fiscal 2023 as compared to $107,409,000 in fiscal 2022, a decrease of 18% due primarily to a decrease in the price of corn sold. The Cooperative recognized corn expense of $88,278,000 in fiscal 2023 and $107,451,000 in fiscal 2022, a decrease of 18% due primarily to a decrease in the price of corn purchased.
In fiscal 2023, the Cooperative’s members, on the Cooperative’s behalf, delivered to Cargill 4,262,000 bushels of corn using Method A and 11,228,000 bushels of corn using Method B. In fiscal 2022, the Cooperative’s members, on the Cooperative’s behalf, delivered to Cargill 4,161,000 bushels of corn using Method A and 11,329,000 bushels of corn using Method B. In fiscal year 2023, the Cooperative recognized incentive fee expense of $426,000 and agency fee income of $225,000 for the period. Respectively, in fiscal year 2022 the Cooperative recognized incentive fee expense of $208,000 and agency fee income of $227,000. Additionally, the Cooperative paid Cargill $63,000 in fiscal 2023 and $60,000 in fiscal 2022 for services as our agent in connection with the Cooperative’s corn marketing operation.
The Cooperative derived $6,084,000 of income from ProGold in fiscal year 2023, a decrease of $667,000 or 10% as compared to $6,751,000 of income in fiscal 2022. The decrease in income received from ProGold was due primarily to a decrease in lease revenue in 2023 compared to 2022 primarily due to supplemental lease revenue in the first two months of 2022 following Cargill’s exercise of the Option.
General and Administrative Expenses
The Cooperative’s general and administrative expenses include salaries and benefits, professional fees and fees paid to our Board of Directors. The general and administrative expenses for fiscal 2023 were $615,000, an increase of $78,000 or 15% as compared to fiscal 2022. The increase was due primarily to increased legal and general administrative costs.
Other Income
Other income for the fiscal year ended December 31, 2023, was $121,000 compared to $508,000 for the fiscal year ended December 31, 2022. The decrease was due primarily to decreased investment income. Realized gain(loss) on investments for the fiscal year ended December 31, 2023, was ($266,000) as compared to $286,000 for the same respective period in 2022.
Liquidity and Capital Resources
The Cooperative’s working capital was $6,542,000 at December 31, 2023 and $6,969,000 at December 31, 2022. The decreased working capital in 2023 as compared to 2022 was primarily a result of decreased investment income received during 2023 as compared to 2022.
The Cooperative received cash distributions from ProGold totaling $7,344,000 in fiscal 2023 and $9,595,000 in fiscal 2022. Decreased ProGold LLC distributions in 2023 are related to the distribution of ProGold reserves in 2022 prior to the change in ownership of ProGold on March 1, 2022. The Cooperative paid cash distributions to its members totaling $6,816,000 in fiscal 2023 and $6,506,000 in fiscal 2022.
In fiscal 2018, the Cooperative invested a portion of its cash reserves in bonds. To ensure that the Cooperative would have access to cash if needed before the maturity of the bonds, the Cooperative also established a $2,000,000 line of credit with a variable interest rate based on the prime rate that terminates on October 16, 2024. The line of credit is secured by the Investment Management Agency account for Golden Growers maintained by Bell Bank. There was no outstanding balance as of December 31, 2023.
The Cooperative had no long-term debt as of December 31, 2023 and December 31, 2022.
The Cooperative used operating cash flows of $281,000 for the fiscal year ended December 31, 2023 and $410,000 for the fiscal year ended December 31, 2022. The decreased use of operating cash flows is primarily due to timing of payments for operating costs.
Management believes that non-cash working capital levels are appropriate in the current business environment and does not expect a significant increase or reduction of non-cash working capital in the next 12 months.
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Critical Accounting Estimates
Management’s estimate of the carrying value of the investment in ProGold is based on historical cost plus its pro-rata share of ProGold’s net income and additional paid-in capital less distributions received from ProGold.
The Cooperative does not pay out Method A incentive payments or collect Method B agency fees until the end of its fiscal year. These amounts are accrued quarterly and then confirmed at the end of the fiscal year. The total annual Method B agency fee was determinable once the members completed their delivery method determination prior to January 1, 2023. The quarterly Method B bushel delivery and agency fee revenue was calculated by allocating the portion of the total annual agency fee for a particular quarter or cumulating it for the particular period. The annual Method B bushel delivery and agency fee revenue is confirmed at the conclusion of the fiscal year. The Cooperative tracks Method A corn deliveries throughout the year so it can report the bushels of corn delivered by its members as well as the corresponding Method A incentive fees earned. The final amounts owed by or due to Cargill and/or the
Cooperative’s members who elect to deliver using Method A is not calculated until after December 31 in order to account for any failures to deliver or over-deliveries of corn.
The Cooperative has determined corn revenue and corn expense for Method B deliveries based on the average quarterly cost per bushel paid by Cargill to the Cooperative’s members for Method A quarterly deliveries.
Recent Accounting Pronouncements
There are no recent accounting pronouncements issued or adopted that have a significant impact on the Cooperative.
| Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a smaller reporting company, we are not required to provide disclosure pursuant to this Item.
| Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA |
The Cooperative’s financial statements for the fiscal years ended December 31, 2022 and 2023 have been audited to the extent indicated in this report by Widmer Roel PC, an independent registered public accounting firm. The financial statements have been prepared in accordance with generally accepted accounting principles and are included in Appendix A of this report.
| Item 9. | CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| Item 9A. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, the person serving as the Cooperative’s chief executive officer and chief financial officer has reviewed and evaluated, as of the end of the period covered by this report, the effectiveness of the Cooperative’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act). Based on that review and evaluation, the chief executive officer and chief financial officer has concluded that the Cooperative’s current disclosure controls and procedures, as designed and implemented, are effective in ensuring that information relating to the Cooperative required to be disclosed in the reports the Cooperative files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Cooperative’s management, including the chief executive officer and the chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
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All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, because of changes in conditions, the effectiveness of internal control may vary over time.
Management assessed the effectiveness of the Cooperative’s internal control over financial reporting as of December 31, 2023, using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework) and concluded that the Cooperative maintained effective internal control over financial reporting as of December 31, 2023 based on these criteria.
This annual report does not include an attestation report of the Cooperative’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Cooperative’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Cooperative to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There were no changes in the Cooperative’s internal control over financial reporting that occurred during the Cooperative’s most recent fiscal quarter that may have materially affected, or are reasonably likely to materially affect, the Cooperative’s internal control over financial reporting.
| Item 9B. | OTHER INFORMATION |
None.
PART III
| Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The Cooperative’s Board of Directors consists of nine directors, including two District Directors from each of three geographic districts, North, Central and South, and three directors serving as Directors-at-Large. District Directors must belong to the district they represent and be elected by a majority of the members from their geographic district voting in an election for that purpose. Directors-at-Large may come from any district, but must be elected by a majority of all members voting in an election for that purpose. Except as further described herein, directors are elected to serve three-year terms. A director cannot serve more than four consecutive full three-year terms on the Board.
Regardless of the type of directorship, director nominees must be members of the Cooperative holding Units of the Cooperative. In the case of a holder of Units who is other than a natural person, a duly appointed or elected representative of such member may serve as a director.
Each year, three directors are elected through the use of mailed ballots with notice of the annual meeting provided to members qualified to vote as of the record date. Members qualified to vote as of the record date from two of the three geographic districts will elect directors for three-year terms. All members qualified to vote as of the record date will be provided a mail ballot to elect one Director-at-Large for a three-year term. Election results shall be determined based on timely received mailed ballots and ballots collected at the annual meeting of the members.
Each person’s experience, qualifications, attributes or skills to serve as a director are determined by the voting members and are not reviewed or otherwise considered by the Cooperative before any election. The Cooperative does not have a nominating committee. A qualified member indicates his or her interest to serve by submitting a petition no later than thirty days before the annual meeting. If a member from a particular district, or from the general pool, does not come forward indicating a desire to run for election to serve as a director, then that seat on the Board of Directors becomes or remains unfilled.
The Cooperative’s Board officers consist of a Chairperson, First Vice Chairperson, Second Vice Chairperson, Treasurer and Secretary of the Board. These board offices are populated by members of the Board of Directors who are elected by and at the discretion of the Board of Directors. Each of these individual’s experience, qualifications, attributes and skills to serve in their capacity as a board officer are determined by the members of the Board of Directors who are voting to place these individuals in these offices.
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The name, age, position, district and term details of each of the directors and the Cooperative’s Named
Executive Officer are as follows:
| Director | ||||||||
| Name and Position | Age | District | Since | Term Expires | ||||
| Brett Johnson (Chairperson) | 56 | Central | 2013 | 2025 | ||||
| Nicolas Pyle (Vice-Chairperson) | 44 | Central | 2023 | 2026 | ||||
| Blane Benedict (Director) | 63 | North | 2022 | 2024 | ||||
| Richard Bot (Director) | 69 | South | 2017 | 2026 | ||||
| Matthew Hasbargen (Secretary) | 52 | At Large | 2013 | 2025 | ||||
| Scott Jetvig (Treasurer) | 57 | At Large | 2015 | 2024 | ||||
| Brady Koehl (Director) | 30 | At Large | 2022 | 2026 | ||||
| David Kragnes (Director) | 71 | North | 2023 | 2025 | ||||
| Larry Vipond (Director) | 72 | South | 2015 | 2024 | ||||
| Executive Officer | ||||||||
| Scott Stofferahn | 66 | — | — |
Below is the biographical information of each director and our Named Executive Officer.
Blane Benedict. Mr. Benedict was elected in March 2022. Mr. Benedict has farmed near Sabin, MN since 1980. Mr. Benedict also operates a farm business management company. Mr. Benedict attended North Dakota State University and later received a degree in Farm Business Management from Northland Community and Technical College. He is a director and former Chair of Agrasure, a MN farmers-only Workers Compensation Insurance Agency and has served as council chairperson of his church. Mr. Benedict is seeking reelection in the Cooperative’s 2024 Annual Election.
Richard Bot. Mr. Bot has been a director since March 2017. Mr. Bot farms in partnership with his brother near Minneota, MN where he raises feed grains and feeder lambs. From 1990 to 1996, Mr. Bot served on the Yellow Medicine Watershed board. Mr. Bot has been a clerk of the Westerheim Township Board since 2002. Mr. Bot is currently a member of the of the Minnesota Rotary Club where he has served as President and as Assistant District Governor. Mr. Bot has a Bachelor of Science degree in Animal Science from South Dakota State University.
Matt Hasbargen. Mr. Hasbargen has been a director since March 2013, Secretary since March 2015, and Chairperson of the Strategic Planning Committee since March 2020. He farms near Breckenridge, Minnesota with his father and brother. In the winter months he works for AgCountry Farm Credit Services as a Senior Insurance Specialist, Trainer. Prior to returning home to farm in 1999, Mr. Hasbargen worked for Minnesota Life in St. Paul, Minnesota where he managed life insurance accounts for Farm Credit districts throughout the United States. Mr. Hasbargen currently serves as a Director for the Minn-Dak Farmers Cooperative. Mr. Hasbargen holds an Economics degree from Concordia College.
Scott Jetvig. Mr. Jetvig has been a director since March 2015 and as Second Vice-Chairperson since March 2022. Mr. Jetvig has farmed near Hawley, Minnesota since 1987. In addition to his individual farming operation, Mr. Jetvig is President of SKJ Investments, Inc., an incorporated farming operation. Mr. Jetvig served on Halstad Mutual Fire Insurance Company and Hawley Lutheran Church boards. Mr. Jetvig holds Business Administration and Economics degrees from Moorhead State University. Mr. Jetvig is not seeking reelection in the Cooperative’s 2024 Annual Election. The Cooperative thanks Mr. Jetvig for his years of service.
Brett Johnson. Mr. Johnson has been a director since March 2013 and serves as Chairperson since March 2023. Mr. Johnson previously served as 1st Vice Chairperson and Finance and Audit Committee Vice Chairperson from March 2022 to March 2023. He farms in partnership with his brother near Mooreton, ND where they raise corn, soybeans, and sunflowers. Mr. Johnson previously served twenty one years as a Township Officer, twelve years on the Wyndmere, ND School Board, and six years on the North Dakota Soybean Council. He holds a Bachelor of Science degree in Agricultural Economics from North Dakota State University.
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Brady Koehl. Mr. Koehl was elected as a director in March 2022 and serves as Chair of the Finance and Audit Committee as of March 2023. Mr. Koehl is the controller at CR Koehl and Son’s, his family’s farming operation located in Hancock, MN. Mr. Koehl received a Bachelor of Science Degree in Accounting with minors in Ag Business Management and Economics in from Southwest Minnesota State University. Prior to joining CR Koehl, Mr. Koehl was employed as a public accountant with Conway, Deuth &Schmiesing, PLLP.
David Kragnes. Mr. Kragnes has been a director since March 2023. Mr. Kragnes lives near Felton MN where he has farmed since 1972. He studied Ag Engineering at NDSU. Mr. Kragnes served as a board member on the Red River and American Sugarbeet Growers Associations, American Crystal Sugar board, where he served as Chairman, United Sugars Corporation and Midwest Agri Commodities. The National Council of Farmer Cooperatives recognized him as Director of the year in 2007. David currently serves on the CoBank Board, Farm Credit Council Board and the advisory committee for NDSU’s Quentin Burdick Center for Cooperatives.
Nicolas A. Pyle. Mr. Pyle was elected a director in 2023 and serves as First Vice Chairperson. Previously, he served as a director from 2010 through 2022. He previously served as Secretary from March 2013 to March 2015 and as First Vice Chairperson from March 2015 to March 2022. He has been farming since 2002 near Casselton, North Dakota. Mr. Pyle serves as a director of McIntyre-Pyle, Inc. Mr. Pyle is President and serves as a director of Unity Seed Company, a member of Global Soy Genetics LLC and Director of McIntyre Farms Partnership. Mr. Pyle holds a Bachelor of Science in Business degree in finance from the University of Minnesota Carlson School of Management.
Lawrence A. Vipond. Mr. Vipond has been a director since March 2015, Chairman of the Personnel and Compensation Committee since March 2020, and Treasurer since March 2022. Mr. Vipond has been farming since 1971 and is a partner in Vipond Farms of Norcross, MN. Mr. Vipond previously served on the New Horizons Board of Directors and the St. Charles Church Board. Mr. Vipond also served as Chairman of the Herman Community Center Capital Fund Drive. Mr. Vipond attended Fergus Falls Community College. Mr. Vipond is seeking reelection in the Cooperative’s 2024 Annual Election.
Scott Stofferahn. Mr. Stofferahn was elected Executive Vice President, Chief Executive Officer and Chief Financial Officer of the Cooperative effective October 15, 2012. Starting in March 2001, Mr. Stofferahn worked as State Director for North Dakota Senator Kent Conrad. Prior to that, he was the State Executive Director for the North Dakota Farm Service Agency from 1993 to 2001. Mr. Stofferahn has extensive public service experience including serving in the North Dakota State House of Representatives from 1982 to 1992. Mr. Stofferahn received his Bachelor of Science Degree from North Dakota State University.
Audit Committee
The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the
Cooperative’s financial reporting and controls, the annual independent audit of the Cooperative’s financial statements and the legal compliance and ethics programs as established by management and the Board of Directors. The Audit Committee selects the independent public accountants and approves the fees, scope and procedural plans of the audits of the Cooperative’s financial statements. The Audit Committee administers the Cooperative’s employee complaint program and handles, on behalf of the full Board of Directors, any issues that arise under the Cooperative’s Code of Ethics. The Audit Committee has a charter that is available from the Cooperative upon request.
During fiscal year 2023, the members of the Audit Committee were Brady Koehl, Chair, Richard Bot, Scott Jetvig, David Kragnes and Brett Johnson. The Board of Directors of the Cooperative has determined that Mr. Koehl is an “audit committee financial expert” as defined by the Securities and Exchange Commission. See Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE regarding Mr. Koehl’s independence.
Report of the Audit Committee
The Audit Committee has reviewed and discussed with management and Widmer Roel our audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Audit Committee also discussed with Widmer Roel the matters required to be discussed pursuant to PCAOB AS 1301, which includes, among other items, matters related to the conduct of the audit of the Cooperative’s financial statements.
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The Audit Committee has received and reviewed the written disclosures and the letter from Widmer Roel required by the applicable requirements of the Public Company Accounting Oversight Board regarding Widmer Roel’s communications with the Audit Committee concerning its independence from the Cooperative and has discussed with Widmer Roel its independence from the Cooperative.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2023 for filing with the Securities and Exchange Commission.
Audit Committee
Brady Koehl,
Chair Richard
Bot Scott Jetvig
David
Kragnes
Brett Johnson
Code of Ethics
The Cooperative has adopted a code of ethics that applies to its executive officer and directors of the Cooperative. The Cooperative’s code of ethics is posted on its website. The Cooperative intends to include on its website, within the time period required by Form 8-K, any amendment to, or waiver from, a provision of our Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions, that relates to any element of the Code of Ethics definition enumerated in Item 406(b) of Regulation S-K.
.
| Item 11. | EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis
The Cooperative only has a single employee who serves in the capacity of its chief executive officer and chief financial officer (our Named Executive Officer). The primary objective of the Cooperative’s executive compensation program is to maintain a compensation program that will fairly compensate the Named Executive Officer. In determining the compensation of the Named Executive Officer, the Personnel and Compensation Committee of the Board of Directors considers the financial condition and operational performance of the Cooperative during the prior year.
The Personnel and Compensation Committee may review the compensation practices of other companies, based in part on market survey data and other statistical data relating to executive compensation obtained through industry publications and other sources. The Personnel and Compensation Committee does not intend to benchmark executive compensation directly with other publicly traded companies or other companies with which we may compete for potential executives since some of these competitors are privately held companies for which executive compensation information may not be available. However, the Personnel and Compensation Committee may compare executive compensation as a whole with the compensation packages of other companies for which survey data is available, and may also compare the pay of individual executives if the jobs are sufficiently similar to make the comparison meaningful.
Perquisites and Other Benefits
401(k) Plan
The Cooperative makes available a 401(k) plan for its Named Executive Officer. The Cooperative pays four percent (4%) of employee’s annual salary into the plan, and the employee may make additional contributions up to the lawful limits.
Employment Agreements
Mr. Stofferahn is not party to an employment agreement with the Cooperative.
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Deferred Compensation Agreement
The Cooperative has not adopted any bonus, profit sharing, or deferred compensation plans other than a pension plan for which accruals were frozen as of January 1, 2013 and under which two former employees receive benefits. In December 2022, the Cooperative approved a resolution to terminate the pension plan on March 31, 2023. The Cooperative anticipates that the process of terminating the plan will conclude in July 2024.
Compensation Policies and Practices and Risk Management
Mr. Stofferahn’s compensation is set by the Board. In the event it is modified, such a modification is based on a performance evaluation conducted by our Personnel and Compensation Committee that consists solely of members of the Board. As discussed throughout this report, the revenue and expenses of the Cooperative directly relate to the price of corn as well as the rental income received by ProGold and capital improvement expenditures made by ProGold for the facility. Mr. Stofferahn has no control over these factors. Based on this reality, no risks arise from the Cooperative’s compensation policies and practices that are reasonably likely to have a material adverse effect on its business operations.
Summary Executive Compensation Table
The following table sets forth, for the last two calendar years, the dollar value of all compensation awarded to, earned by or paid to Mr. Stofferahn.
| All O ther | ||||||||||||
| Salary | Compensation | Total | ||||||||||
| Name and Principal Position | Year | ($) | ($) (1) | ($) | ||||||||
| Scott Stofferahn, Executive Vice President** | 2023 | 192,335 | 43,223 | 235,558 | ||||||||
| __________________________________ | 2022 | 183,136 | 19,559 | 202,695 |
** Mr. Stofferahn commenced his employment on October 15, 2012.
(1) All Other Compensation is comprised of premiums paid for life and disability insurance, company contributions to the 401(k) plan and reimbursements from the health reimbursement account.
Director Compensation
The Cooperative reimburses our directors for expenses incurred in connection with board service. The Cooperative’s directors are paid $150 per month and the Chairperson is paid $375 per month. In addition, directors and the Chairperson receive a per diem of:
| • | $300 per meeting they attend when the meeting plus their travel time exceeds 4 hours; |
| • | $150 per meeting they attend when the meeting plus their travel time is more than 2 but less than 4 hours; |
| • | $100 per meeting they attend when the meeting plus their travel time is more than 1 but less than 2 hours. |
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The following table sets forth for the year ending December 31, 2023 the dollar value of all cash and non-cash compensation paid to individuals serving as directors of the Cooperative during fiscal year 2023.
| Name | Fees Earned or Paid in Cash |
Total | ||||
| Blane Benedict | $ | 4,000 | $ | 4,000 | ||
| Richard Bot | $ | 4,000 | $ | 4,000 | ||
| Mark Harless* | $ | 1,925 | $ | 1,925 | ||
| Matt Hasbargen | $ | 4,250 | $ | 4,250 | ||
| Scott Jetvig | $ | 4,350 | $ | 4,350 | ||
| Brett Johnson | $ | 8,150 | $ | 8,150 | ||
| Chris Johnson* | $ | 1,150 | $ | 1,150 | ||
| Brady Koehl | $ | 4,100 | $ | 4,100 | ||
| David Kragnes | $ | 2,550 | $ | 2,550 | ||
| Nicolas A. Pyle | $ | 4,500 | $ | 4,500 | ||
| Larry Vipond | $ | 3,300 | $ | 3,300 |
* Mark Harless, and Chris Johnson retired effective after the 2023 Annual Member Meeting.
| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following table sets forth, as of March 14, 2024 the number of Units beneficially owned and the percent so owned by (1) each of our directors as of such date, (2) Scott Stofferahn, our Executive Vice President (our Named Executive Officer) and (3) all of our Directors and the Named Executive Officer as a group. The number of Units owned by each person are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any Units as to which a person has sole or shared voting power or investment power and any Units which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. The applicable percentage ownership is based on 15,490,480 Units outstanding held by 1,462 members. Each member of the Cooperative is allowed to cast one vote at any meeting of the members, regardless of the number of Units actually held by that member. Some of our directors hold their Units through more than one entity which allows those directors to cast a vote for each one of those members. The address of each director and our Named Executive Officer is 1002 Main Avenue W, Suite 5, West Fargo, ND 58078.
| Amount and Nature of | |||||||||
| Beneficial O wnership | |||||||||
| Number of | |||||||||
| Number of | Membership | Percentage | |||||||
| Name of Beneficial Owner | Units (1) | Votes(2) | of Class | ||||||
| Benedict, Blane | 40,000 | 1 | 0.26 | % | |||||
| Bot, Richard | 204,700 | (3) | 1 | 1.32 | % | ||||
| Hasbargen, Matt | 8,000 | (4) | 1 | 0.05 | % | ||||
| Jetvig, Scott | 30,000 | 1 | 0.19 | % | |||||
| Johnson, Brett | 25,000 | 1 | 0.16 | % | |||||
| Koehl, Brady | 9,000 | (5) | 2 | 0.06 | % | ||||
| Kragnes, David | 105,500 | (6) | 1 | 0.68 | % | ||||
| Pyle, Nicolas | 60,000 | (7) | 3 | 0.39 | % | ||||
| Vipond, Larry | 21,800 | 1 | 0.14 | % | |||||
| Stofferahn, Scott | 28,160 | (8) | — | 0.18 | % | ||||
| All directors and executive officers as a group (10 people) | 532,160 | 3.43 | % | ||||||
_________________
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| (1) | Membership interests are measured Units which equal the holder’s proportionate financial right but not a governance right. |
| (2) | Voting rights are based on one member one vote. Each person or entity that holds units is a member for voting purposes. Some officers and directors own their units through multiple entities resulting in multiple membership votes. |
| (3) | Includes 102,350 Units owned directly by Mr. Bot’s Revocable Living Trust and 102,350 Units owned by Mr. Bot’s spouse’s Revocable Living Trust. |
| (4) | Included 8,000 Units owned by Matthew Hasbargen Farm LLC of which Mr. Hasbargen is President. |
| (5) | Includes 4,000 Units held by Mr. Koehl and 5,000 Units owned by FTW LLP of which Mr. Koehl is a 2.3% owner. |
| (6) | Includes 101,500 Units owned directly and 4,000 Units owned by Mr. Kragnes' spouse. |
| (7) | Includes 10,000 Units owned directly, 40,000 Units owned by McIntyre Farms of which Mr. Pyle is a 25% owner, and 10,000 Units owned by HarMar LLC of which Mr. Pyle is a 33% owner. |
| (8) | Includes indirect interest in 16,667 Units owned by Mr. Stofferahn’s spouse. |
| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
In accordance with the Cooperative’s Bylaws, only people who are members of the Cooperative or representatives of members can serve on our Board of Directors. As members of the Cooperative (or representatives of members), all of our directors have a contractual patronage relationship with the Cooperative that obligates them to deliver or contract to deliver corn to the Cooperative for processing. As a result of this patronage relationship, the Cooperative’s directors, like all other member of the Cooperative, receive allocations of profit/loss and cash distributions.
The Cooperative has developed its own definition of “Independent Director” that takes into account the patronage relationship that exists between the Cooperative and each director. Under the Cooperative’s definition, the patronage relationship is not considered for purposes of determining “independence.” However, other relevant relationships between the Cooperative and the directors, and certain family members, are considered in assessing “independence.” Except with respect to the patronage relationship that exists, the Cooperative’s definition is consistent with the definition of an independent director found in Section 303A.02 of the New York Stock Exchange Listed Company Manual. Below please find the Cooperative’s definition of an independent director:
A director of the Cooperative shall be considered an “Independent Director” unless:
| • | The director has a material financial relationship with the Cooperative (either directly or as a partner, shareholder or officer of an organization that has a relationship with a company) other than the patronage relationship that exists between the Cooperative and each of its members. |
| • | The director is, or has been within the last 3 years, an employee of the Cooperative; or immediate family member is, or has been within the last 3 years, an employee, of the Cooperative. |
| • | The director has received, or an immediate family member has received, during any 12-month period within the last 3 years, more than $120,000 in direct compensation from the Cooperative, other than director or committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). |
| • | (i) the director is a current partner or employee of a firm that is the Cooperative’s internal or external auditor; (ii) the director has an immediate family member who is a current partner of such firm; (iii) the director has an immediate family member who is a current employee of such a firm and personally works on the Cooperative’s audits; or (iv) the director or an immediate family member was, within the last 3 years, a partner or employee of such a firm and personally worked on the Cooperative’s audit within that timeframe. |
| • | The director or an immediate family member is, or has been within the last 3 years, employed as an executive officer of another company, or any of the Cooperative’s present executive officers, at the same time serves or served on that company’s compensation committee. |
| • | The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Cooperative for property or services in an amount which, in any of the last 3 fiscal years, exceeds the greater of $1,000,000 or 2% of such company’s consolidated gross revenues, other than as a result of such person’s patronage relationship with the Cooperative. |
16
Based on the above definition, all of our directors are independent of management and of the Cooperative.
| Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
The following table presents fees for professional audit services rendered by Widmer Roel for the audits of the
Cooperative’s annual financial statements for the years ended December 31, 2023 and 2022 and fees, if any, for other services rendered by Widmer Roel during those periods.
| 2023 | 2022 | |||||
| Audit Fees | $ | 59,798 | $ | 41,773 | ||
| Audit-Related Fees | — | — | ||||
| Tax Fees | — | — | ||||
| All Other Fees | — | — | ||||
| Total | $ | 59,798 | $ | 41,773 |
Audit Fees. The Audit Fees set forth above include the aggregate fees billed by Widmer Roel to the Cooperative for audit services related to the audit of the Cooperative’s annual financial statements and review of the statements included in the Cooperative’s quarterly reports on Form 10-Q for fiscal 2023 and 2022.
Audit-Related Fees. No additional Audit-Related Fees were billed by Widmer Roel to the Cooperative for assurance and related services provided by Widmer Roel related to the performance of the audit or review of the
Cooperative’s financial statements for fiscal 2023 and 2022.
Tax Fees. No Tax Fees were billed by Widmer Roel to the Cooperative for professional services rendered by Widmer Roel for tax compliance, tax advice and tax planning for fiscal 2023 and 2022.
All Other Fees. No Other Fees were billed by Widmer Roel to the Cooperative for professional services provided by Widmer Roel to the Cooperative for fiscal 2023 and 2022.
The Cooperative’s Audit Committee pre-approves all professional services provided by Widmer Roel to the Cooperative. The Audit Committee approved all of the services and the fees billed for such services to the Cooperative. The Audit Committee makes its decisions on the approval of services with due consideration given to maintaining the independence of the principal accountant. None of the hours expended on the audit of the 2023 financial statements were attributed to work performed by persons who were not employed full time on a permanent basis by Widmer Roel.
17
PART IV
| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
| (a) |
Documents filed as part of this report. | |
| 1. |
Financial Statements | |
| 2. |
Financial Statement Schedules | |
|
Not applicable. | ||
| 3. |
Exhibits. | |
| Exhibit No. | Exhibit Description | |
| 2.1 | Articles of Merger of Golden Growers Cooperative and Golden Growers Cooperative is incorporated by reference to Exhibit 2.1 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010. | |
| 2.2 | Certificate of Conversion of Golden Growers Cooperative is incorporated by reference to Exhibit 2.2 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010. | |
| 3.1 | Amended and Restated Articles of Organization of Golden Growers Cooperative is incorporated by reference to Exhibit 3.1 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010. | |
| 3.2 | Amended and Restated Bylaws of Golden Growers Cooperative dated September 1, 2009 is incorporated by reference to Exhibit 3.2 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010. | |
| 3.3 | Second Amended and Restated Bylaws of Golden Growers Cooperative dated March 28, 2020 is incorporated by reference to Exhibit 3.2 from the Cooperative’s Form 8-K filed April 2, 2020. | |
| 3.4 | Third Amended and Restated Bylaws of Golden Growers Cooperative dated March 24, 2022 is incorporated by reference to Exhibit 3.2 from the Cooperative’s Form 8-K filed March 30, 2022. | |
| 3.5 | Fourth Amended and Restated Bylaws of Golden Growers Cooperative dated March 23, 2023 is incorporated by reference to Exhibit 3.2 from the Cooperative’s Form 8-K filed March 29, 2023. | |
| 4.1 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 – filed herewith. | |
| 10.1 | Form of Uniform Member Agreement is incorporated by reference to Exhibit 10.2 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010. | |
| 10.2 | Form of Annual Delivery Agreement is incorporated by reference to Exhibit 10.3 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010. | |
| 10.3 | ProGold Limited Liability Company Amended and Restated Member Control Agreement between Golden Growers Cooperative and American Crystal Sugar Company dated September 1, 2009 is incorporated by reference to Exhibit 10.4 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010. |
18
| Exhibit No. | Exhibit Description | |
| 10.4 | Operating Agreement of ProGold Limited Liability Company is incorporated by reference to Exhibit 10.5 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010. | |
| 10.5 | Amendment to ProGold Limited Liability Company Member Control Agreement between Golden Growers Cooperative and American Crystal Sugar Company dated April 4, 2017 is incorporated by reference to Exhibit 10.7 from the Cooperative’s Form 10-Q filed May 12, 2017. | |
| 10.6 | Second Amended and Restated Grain Services Agreement between Golden Growers Cooperative and Cargill, Incorporated dated July 1, 2017 is incorporated by reference to Exhibit 10.6 from the Cooperative’s Form 10-K filed March 9, 2018. | |
| 10.7 | Second Amended and Restated Corn Supply Agreement between Golden Growers Cooperative and Cargill, Incorporated dated July 1, 2017 is incorporated by reference to Exhibit 10.7 from the Cooperative’s Form 10-K filed March 9, 2018. | |
| 10.8 | Consent Agreement among Golden Growers Cooperative, Cargill Incorporated, and American Crystal Sugar Company dated April 4, 2017 is incorporated by reference to Exhibit 10.1 from the Cooperative’s Current Report on Form 8-K filed April 10, 2017. | |
| 24.1 | Power of Attorney (included on the “Signatures” page of this Annual Report on Form 10-K). | |
| 31.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rule 17 CFR 13a-14(a) – filed herewith. | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 – filed herewith. | |
| 99.1 | Audited Financial Statements of ProGold Limited Liability Company for the years ended August 31, 2022 and August 31, 2021 is incorporated by reference to Exhibit 99.1 from the Cooperative’s Form 10-Q filed November 4, 2022. | |
| 99.2 | Audited Financial Statements of ProGold Limited Liability Company for the period ended December 31, 2022 is incorporated by reference to Exhibit 99.2 from the Cooperative’s Form 10- K filed March 8, 2023. | |
| 99.3 | Audited Financial Statements of ProGold Limited Liability Company for the year ended December 31, 2023 – filed herewith. | |
| 101 | The following materials from this report, formatted in iXBRL (Inline Extensible Business Reporting Language) , are filed herewith: (i) Balance Sheets at December 31, 2023 and December 31, 2022; (ii) Statements of Operations for the years ended December 31, 2023, 2022 and 2021; (iii) Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021; (iv) Statement of Changes in Members’ Equity and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021; (v) Statements of Cash Flows for the years ended | |
| . | December 31, 2023, 2022 and 2021; and (vi) Notes to Financial Statements | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| Item 16. | FORM 10-K SUMMARY |
None
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15 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, on March 15, 2024.
| GOLDEN GROWERS COOPERATIVE | ||
| By: | /S/ Scott Stofferahn | |
| Scott Stofferahn | ||
| Dated: March 15, 2024 | ||
Power of Attorney
Each person whose signature appears below appoints Scott Stofferahn as their true and lawful attorney-in fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to perform all acts and execution of all documents which such attorney and agent may deem necessary or desirable to enable Golden Growers Cooperative to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with filing with the Commission the Annual Report on Form 10-K of Golden Growers Cooperative for the fiscal year ended December 31, 2023 and any and all amendments and exhibits thereto, and other documents in connection therewith, including specifically, but without limiting the generality of the foregoing, power and authority to sign the names of the undersigned to the Form 10-K and to any instruments and documents filed as part of or in connection with the Form 10-K or any amendments thereto; and the undersigned hereby ratify and confirm all actions taken and documents signed by said attorney and agent as provided herein.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and as of March 15, 2024.
| /S/ Brett Johnson | /S/ Nicolas Pyle | |
| Brett Johnson (Chairperson) | Nicolas Pyle (Vice Chairperson) | |
| /S/ Blane Benedict | /S/ Richard Bot | |
| Blane Benedict (Director) | Richard Bot (Director) | |
| /S/ Matthew Hasbargen | /S/ Scott Jetvig | |
| Matthew Hasbargen (Director, Secretary) | Scott Jetvig (Director) | |
| /S/ Brady Koehl | /S/ David Kragnes | |
| Brady Koehl (Director) | David Kragnes (Director) | |
| /S/ Larry Vipond | ||
| Larry Vipond (Director, Treasurer) | ||
| /S/ Scott Stofferahn | ||
| Scott Stofferahn (principal executive, | ||
| financial and accounting officer) |
20
APPENDIX A
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
GOLDEN GROWERS COOPERATIVE FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Audit Committee, Board of Directors and Members
Golden Growers Cooperative
West Fargo, North Dakota
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Golden Growers Cooperative as of December 31, 2023 and 2022, and the related statements of operations, comprehensive income, changes in members’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of Golden Growers Cooperative as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Cooperative’s management. Our responsibility is to express an opinion on the Cooperative’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Golden Growers Cooperative in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Golden Growers Cooperative is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Cooperative’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
A-1
Critical Audit Matters
Critical Audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
We
have served as the Cooperative’s auditor since 2008.
A-2
GOLDEN GROWERS COOPERATIVE
BALANCE SHEETS
DECEMBER 31, 2023 AND 2022
(Dollars In Thousands)
| December 31, | ||||||
| ASSETS | 2023 | 2022 | ||||
| Current Assets: | ||||||
| Cash and Cash Equivalents | $ | |
$ | |
||
| Short-Term Investments | ||||||
| Other Current Assets | ||||||
| Total Current Assets | ||||||
| Long-Term Investments | ||||||
| Investment in ProGold LLC | ||||||
| Total Assets | $ | |
$ | |
||
| LIABILITIES AND MEMBERS’ EQUITY | ||||||
| Current Liabilities | ||||||
| Accounts Payable | $ | $ | ||||
| Accrued Liabilities | ||||||
| Total Current Liabilities | ||||||
| Members' Equity: | ||||||
Members’ Equity
Membership Units, Authorized |
||||||
Accumulated Other Comprehensive Loss |
( |
) | ( |
) | ||
| Total Members’ Equity | ||||||
| Total Liabilities and Members’ Equity | $ | |
$ | |
||
See accompanying Report of Independent Registered Public Accounting Firm and Notes to the Financial Statements.
A-3
GOLDEN GROWERS COOPERATIVE
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
(Dollars In Thousands)
| December 31, | December 31, | December 31, | |||||||
| 2023 | 2022 | 2021 | |||||||
| OPERATIONS | |||||||||
| Corn Revenue | $ | |
$ | |
$ | |
|||
| Corn Expense | ( |
) | ( |
) | ( |
) | |||
| Net Income from ProGold LLC | |||||||||
| General & Administrative Expenses | ( |
) | ( |
) | ( |
) | |||
| Net Income from Operations | |||||||||
| Other Income | |||||||||
| Net Income | $ | |
$ | |
$ | |
|||
| Weighted Average Shares/Units Outstanding | |||||||||
| Earnings per Share/Membership Unit | |||||||||
| Primary and Fully Diluted | $ | |
$ | |
$ | |
(Dollars In Thousands)
| December 31, | December 31, | December 31, | |||||||
| 2023 | 2022 | 2021 | |||||||
| COMPREHENSIVE INCOME | |||||||||
| Net Income | $ | |
$ | |
$ | |
|||
| Unrealized gain (loss) on investments | ( |
) | |||||||
| Comprehensive Income | $ | |
$ | |
$ | |
See accompanying Report of Independent Registered Public Accounting Firm and Notes to the Financial Statements
A-4
GOLDEN GROWERS COOPERATIVE
STATEMENTS OF CHANGES IN MEMBERS’ EQUITY
FOR THE
YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
(Dollars In Thousands)
| Total | |||
| Members’ | |||
| Equity | |||
| BALANCE December 31, 2020 | $ | |
|
| Net income | |||
| Member distributions | ( |
) | |
| Unrealized loss on investments | |||
| BALANCE December 31, 2021 | $ | |
|
| Net income | |||
| Member distributions | ( |
) | |
| Unrealized loss on investments | ( |
) | |
| BALANCE December 31, 2022 | $ | |
|
| Net income | |||
| Member distributions | ( |
) | |
| Unrealized gain on investments | |||
| BALANCE December 31, 2023 | $ | |
See accompanying Report of Independent Registered Public Accounting Firm and Notes to the Financial Statements.
A-5
GOLDEN GROWERS COOPERATIVE
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
DECEMBER 31, 2023, 2022 AND 2021
(Dollars In Thousands)
| December 31, | December 31, | December 31, | |||||||
| 2023 | 2022 | 2021 | |||||||
| Cash Flows from Operating Activities | |||||||||
| Net Income | $ | |
$ | |
$ | |
|||
| Net (Income) from ProGold LLC | ( |
) | ( |
) | ( |
) | |||
| Realized (Gain) Loss - Investments | ( |
) | |||||||
| Changes in assets and liabilities | |||||||||
| Other Current Assets | ( |
) | ( |
) | |||||
| Accrued liabilities and payables | |||||||||
| Net Cash Used in Operating Activities | ( |
) | ( |
) | ( |
) | |||
| Cash Flows from Investing Activities | |||||||||
| (Purchase) of investments | ( |
) | ( |
) | ( |
) | |||
| Proceeds from investments | |||||||||
| Investment in ProGold LLC | ( |
) | |||||||
| Distribution received from ProGold LLC | |||||||||
| Net Cash Provided in Investing Activities | |||||||||
| Cash Flows from Financing Activities | |||||||||
| Member distributions paid | ( |
) | ( |
) | ( |
) | |||
| Net Cash Used by Financing Activities | ( |
) | ( |
) | ( |
) | |||
| Increase (Decrease) in Cash and Cash Equivalents | ( |
) | ( |
) | |||||
| Cash and Cash Equivalents, Beginning of Year | |||||||||
| Cash and Cash Equivalents, End of Year | $ | |
$ | |
$ | |
|||
| Supplemental Schedule of Non-Cash Financing and Investing Activity | |||||||||
| Unrealized Gain (Loss) on Investments | $ | |
$ | ( |
) | $ |
See accompanying Report of Independent Registered Public Accounting Firm and Notes to the Financial Statements.
A-6
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2023, 2022 AND
2021
NOTE 1 — NATURE OF OPERATIONS
Organization - Golden Growers Cooperative was initially
organized as a North Dakota member-owned cooperative incorporated on January 19,
1994 (“GG-ND”). GG-ND and two other partners, one of whom was American Crystal
Sugar Company (“ACSC”) entered into a joint venture that formed ProGold Limited
Liability Company, a Minnesota limited liability company (“ProGold”) which
designed and constructed a corn wet-milling facility in Wahpeton, North Dakota (the “Facility”). Effective March 1, 2022, Cargill
exercised its Option to purchase a
On July 29, 2009 GG-ND formed a wholly owned cooperative subsidiary in the state of Minnesota (GG-MN), organized under Minnesota Statutes chapter 308A, solely for the purpose of reincorporating into the state of Minnesota. On September 1, 2009, GG-ND merged into GG-MN and reincorporated into the state of Minnesota. Immediately after the merger, GG-MN statutorily converted into a cooperative association governed under Minnesota Statutes 308B. As a result of its reincorporation and reorganization Golden Growers — North Dakota, a North Dakota cooperative association historically taxed as a tax-exempt cooperative under Subchapter T of the Internal Revenue Code, became Golden Growers Cooperative, a Minnesota cooperative association governed by Minnesota Statutes chapter 308B as a cooperative for state law purposes but taxed as a partnership under Subchapter K of the Internal Review Code for tax purposes. Golden Growers Cooperative succeeded to the business of Golden Growers — North Dakota and except for changes to the structure and operations as a result of the reincorporation and statutory conversion, continues to operate the business of Golden Growers — North Dakota.
As part of the Conversion, GG-ND’s members exchanged their shares of Class A Common Voting Membership Stock and Class B Non-Voting Equity Stock for identical and equal shares of such stock in GG-MN. Each member’s single share of Class A Common Voting Membership Stock was redeemed for and each member received membership units in GG-MN equal to the number of shares of Class B Non-Voting Equity Stock each member held in GG-ND prior to the Merger.
Prior to September 1, 2009, ownership of membership stock, which signified membership in the Cooperative, was restricted to producers of agricultural products. The ownership of equity stock was restricted to members of the Cooperative. Preferred stock could be held by persons who were not members of the Cooperative. At August 31, 2009 and 2008, the Cooperative had shares of non-voting, par-value preferred stock authorized, of which were issued or outstanding. Equity requirements, as determined by the board of directors, could be retained from amounts due to patrons and credited to members’ equity in the form of unit retains or allocated patronage.
The Cooperative reserved the right to acquire any of its stock offered for sale and the right to recall the stock of any member. In the event this right was exercised, the consideration paid for such stock was of its book value.
Beginning September 1, 2009, ownership of membership units is available to any person or entity residing in the United States of America. Net proceeds or losses will be allocated to members on the basis of their patronage of the Cooperative.
In connection with the Conversion, the Cooperative changed its fiscal year end to December 31.
A-7
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2023, 2022 AND
2021
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies:
Receivables - The Cooperative charges members an agency fee in connection with corn
procurement services provided to the members. The Cooperative has tracked historical loss information for its member receivables and
has compiled historical credit loss percentages for different aging categories. The Cooperative’s member receivables are
included in Other Current Assets in the accompanying balance sheets and totaled $
The Cooperative believes that the historical loss information it has compiled is a reasonable base on which to determine expected credit losses for member receivables held at December 31, 2023 and 2022 because the composition of the member receivables at those dates are consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its members and its lending practices have not changed significantly over time). Additionally, the Cooperative has determined that the current and reasonable and supportable forecasted economic conditions are consistent with the economic conditions included in the historical information. As a result, the historical loss rates have not been adjusted for differences in current conditions or forecasted changes. Accordingly, there was no allowance for credit losses at December 31, 2023 and 2022.
Investments – The Cooperative’s investment in ProGold is recorded at historical cost plus its pro-rata share of ProGold’s net income and additional paid-in capital less distributions received from ProGold.
The Cooperative classifies its debt securities into held-to-maturity, trading, or available-for-sale categories. Debt securities are classified as held-to-maturity when the Cooperative has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded as either short-term or long-term on the balance sheet based on contractual maturity date and are stated at amortized cost. Debt securities not classified as held-to-maturity or as trading are classified as available-for-sale and are carried at fair market value, with unrealized gains and losses included in the determination of comprehensive income and reported as a component of stockholders’ equity.
The Cooperative establishes an allowance for credit losses on debt securities where the fair value is less than the amortized cost basis to the extent the unrealized loss is due to credit losses. The expected credit losses are presented as loss on investments in the accompanying statement of operations. The Cooperative’s process for establishing the allowance for credit losses considers the risk characteristics of the security class. To the extent possible, losses are estimated collectively for classes of securities with similar risk characteristics. For securities that do not share similar risk characteristics with others, the losses are estimated individually. For available-for-sale debt securities, losses are estimated at the individual security level. The Cooperative’s allowance for credit losses are influenced by a variety of factors, including portfolio credit quality and general economic conditions. General economic conditions are forecasted using economic variables which will create volatility as those variables change over time. The Cooperative’s allowance for credit losses on it’s held to maturity securities and its available for sale securities was not significant as of December 31, 2023 and 2022. The Cooperative did not recognize any credit losses on it’s held to maturity securities and available for sale securities for the years ended December 31, 2023 and 2022.
Cash and Cash Equivalents — The Cooperative considers all demand accounts and overnight sweep accounts to be cash equivalents. Cash equivalents do not include money market accounts maintained by the Cooperative’s investment managers. Cash equivalents do not include any investment with a stated maturity date, regardless of the term to maturity.
Income Taxes –Golden Growers Cooperative is taxed as a limited liability company under Subchapter K of the Internal Revenue Code. As such, the Cooperative is generally not subject to income taxes. Instead, net income is reported by its members who will be responsible for any income taxes which may be due. The Cooperative’s net financial basis in its assets and liabilities exceeded its tax basis by approximately million and million as of December 31, 2023 and 2022, respectively.
A-8
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2023, 2022 AND
2021
Property and Equipment — Property and equipment are stated at cost. Depreciation on assets placed in service is provided using the straight-line method over estimated useful lives ranging from to years.
Accounting Estimates — The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition — Revenue from marketing of members’ corn is recognized as a point in time upon delivery of the corn to the cooperative.
The Cooperative’s members are contractually obligated to annually deliver corn to the Cooperative by either Method A or Method B or a combination of both. Under Method A, a member is required to physically deliver corn to the cooperative and under Method B, the Cooperative, at the request of the member, arranges for the acquisition and delivery of corn on the member’s behalf. For those members delivering under Method A, the Cooperative has an agreement with Cargill, Inc. (“Cargill”) in which Cargill coordinates the delivery of the corn to the ProGold plant by the
Cooperative’s members. For those members delivering under
Method B, the Cooperative has an agreement with Cargill in which Cargill
acquires corn on behalf of the Cooperative’s members in fulfillment of the
members’ delivery commitments. In exchange for these services, the Cooperative
pays Cargill an annual fee of $
In fiscal year 2023, the Cooperative paid members who deliver
corn under Method A an incentive payment of $
Method A incentive payment. The board has the discretion to change the incentive fees based on the Cooperative’s corn delivery needs. The delivery fees are a component of Corn Expense.
With respect to all Method A corn deliveries, members who deliver corn under Method A are paid the market or contracted price for their corn. However, per agreement with the Cooperative, Cargill reports the purchase price as the product of Method A bushels delivered during a month and the average market price for the month. If at the conclusion of the year, a Method A member fails to fully satisfy the corn delivery requirement, Cargill will purchase replacement corn. The member with a Method A shortfall will be responsible for a purchased corn fee payable to Cargill and a fee determined by the Board of Directors for all bushels needed to complete their annual Method A delivery.
With respect to Method B corn deliveries, the Cooperative shall notify Cargill of the number of Method B bushels to be purchased during the quarter. Cargill will certify to the Cooperative that it has purchased the necessary Method B bushels. Method B corn revenue will be determined to be equal to the price paid. The Cooperative has determined Corn Expense for Method B deliveries based on the average quarterly market price per bushel reported by Cargill to the Cooperative’s members for Method A quarterly deliveries.
Concentrations - Several times during the year, the Cooperative maintained a cash balance in excess of the Federal Deposit Insurance Corporation (“FDIC”) limits. At December 31, 2023, the Cooperative’s cash balance exceeded the FDIC insurance limits by approximately million.
Fair Value Measurements - The Cooperative has determined the fair value of certain assets and liabilities in accordance with the provisions of Accounting Standards Codification (“ASC”) 820-10, which provides a framework for measuring fair value under generally accepted accounting principles.
A-9
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2023, 2022 AND
2021
ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820-10 also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.
Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability. Level 3 inputs are unobservable inputs related to the asset or liability.
Note 3 – CHANGE IN ACCOUNTING PRINCIPLE
Effective January 1, 2023, the Cooperative adopted Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including contract, trade and loan receivables and held-to-maturity debt securities. CECL requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The update also requires that credit losses on available-for-sale debt securities be presented as an allowance rather than a write-down of the security. This standard provides financial statement users with more decision-useful information about the expected losses on financial instruments.
The Cooperative adopted ASU 2016-13 using the modified retrospective review method for all financial assets measured at amortized cost. Results for reporting periods beginning after January 1, 2023, are presented under Topic 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. As a result of the adoption of the new credit loss guidance, the Cooperative recognized on January 1, 2023, the beginning of the adoption period, no cumulative effect adjustment to member’s equity and no adjustments to financial assets. The adoption of the new standard did not materially impact the Cooperative’s statements of operations and comprehensive income, statements of changes in members’ equity, or statements of cash flows.
A-10
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2023, 2022 AND
2021
NOTE 4 — PROGOLD LIMITED LIABILITY COMPANY
For the year 2021 and the first two months of 2022, the
Cooperative had a
| December 31, | ||||||||||
| (In Thousands) | 2023 | 2022 | 2021 | |||||||
| Current Assets | $ | |
$ | |
$ | |
||||
| Long-Term Assets | ||||||||||
| Total Assets | $ | |
$ | |
$ | |
||||
| Current Liabilities | $ | — | $ | |
$ | |
||||
| Long-Term Liabilities | — | — | ||||||||
| Total Liabilities | — | |||||||||
| Members’ Equity | ||||||||||
| Total Liabilities and Members’ Equity | $ | |
$ | |
$ | |
||||
| Rent Revenue on Operating Lease | $ | |
$ | |
$ | |
||||
| Expenses | ||||||||||
| Net Income | $ | |
$ | |
$ | |
NOTE 5 — INVESTMENTS
The Cooperative has determined fair value of its investments based on Level 2 inputs.
| December 31, 2023: | Level 1 | Level 2 | Level 3 | Total | ||||||||
| Corporate Bonds - Held to Maturity | $ | — | $ | |
$ | — | $ | |
||||
| Fixed Income Funds | — | — | ||||||||||
| Money Market & CD’s | — | — | ||||||||||
| $ | — | $ | |
$ | — | $ | |
|||||
| December 31, 2022: | ||||||||||||
| Corporate Bonds - Held to Maturity | $ | — | $ | |
$ | — | $ | |
||||
| Fixed Income Funds | — | — | ||||||||||
| Money Market & CD’s | — | — | ||||||||||
| $ | — | $ | |
$ | — | $ | |
A-11
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2023, 2022 AND
2021
The Cooperative’s investments are as follows as of December 31, 2023 and 2022 (in thousands):
| Amortized | Unrealized | Unrealized | ||||||||||
| Cost | Gains | Losses | Fair Value | |||||||||
| December 31, 2023: | ||||||||||||
| Corporate Bonds - Held to Maturity | $ | |
$ | |
$ | ) | $ | |
||||
| Fixed Income Funds | ) | |||||||||||
| Money Market & CD’s | — | — | ||||||||||
| $ | |
$ | |
$ | ) | $ | |
|||||
| December 31, 2022: | ||||||||||||
| Corporate Bonds - Held to Maturity | $ | |
$ | |
$ | ) | $ | |
||||
| Fixed Income Funds | ) | |||||||||||
| Money Market & CD’s | — | — | ||||||||||
| $ | |
$ | |
$ | ) | $ | |
Corporate bond maturities are as follows as of December 31, 2023 (in thousands):
| Net | ||||||
| Carrying | ||||||
| Amount | Fair Value | |||||
| Due in 1 year or less | $ | |
$ | |
||
| Due in 2 to 5 years | ||||||
| Due in 6 to 10 years | ||||||
| $ | |
$ | |
The following table shows the gross unrealized losses and fair value of the Cooperative’s securities with unrealized losses that are not deemed to have credit losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2023 and 2022:
| Less than 12 Months | More than 12 Months | |||||||||||
| Unrealized | Unrealized | |||||||||||
| December 31, 2023: | Fair Value | Losses | Fair Value | Losses | ||||||||
| Corporate Bonds - Held to Maturity | $ | |
$ | ) | $ | |
$ | ) | ||||
| Fixed Income Funds | ) | ) | ||||||||||
| $ | |
$ | ) | $ | |
$ | ) | |||||
| December 31, 2022: | ||||||||||||
| Corporate Bonds - Held to Maturity | $ | |
$ | ) | $ | |
$ | ) | ||||
| Fixed Income Funds | — | — | ) | |||||||||
| $ | |
$ | ) | $ | |
$ | ) | |||||
The Cooperative has determined that the unrealized losses are deemed to be temporary impairments as of December 31, 2023 and 2022. The Cooperative believes that the unrealized losses generally are caused by interest rate increases and increases in the risk premiums required by market participants rather than an adverse change in cash flows or a fundamental weakness in the credit quality of the issuer or underlying assets.
A-12
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2023, 2022 AND
2021
NOTE 6 — INCOME TAXES
The Cooperative follows the provisions of ASC 740-10 related to accounting for uncertainty in income taxes.
The Cooperative had
The Cooperative recognized
NOTE 7 — EMPLOYEE BENEFIT PLANS
Pension Plan — In December 2012,
the Cooperative approved a change to freeze the Cooperative’s defined benefit
pension plan as of January 1, 2013. As a result, no additional benefits will
accrue to participants in the plan and no new employees are eligible for the
plan. During the years ended December 31, 2023, 2022 and 2021, there were
In December 2022, the Cooperative approved a resolution to terminate the plan on March 31, 2023. The process of terminating the plan includes the purchase of annuities from the assets of the plan to satisfy payment of vested benefits to participants as prescribed by the Pension Benefit Guarantee Corporation’s standard termination process. As of December 31, 2023, the pension plan was funded as required by the funding standards set forth by the Employee Retirement Income Security Act (ERISA). While there are currently sufficient funds to purchase annuities for the plan’s two (2) participants to pay all of the benefits owed under the plan, if conditions worsen, the Cooperative is liable to pay the difference between the pension assets and the cost of annuities for participants to cover all benefit liabilities. The Cooperative anticipates that the process of terminating the plan will conclude in .
The Cooperative’s Compensation Committee has the responsibility
of managing the operations and administration of the Cooperative’s retirement
plans. The Cooperative has an investment policy that establishes target asset
allocations to reduce the risk of large losses. Asset classes are diversified to
reduce risk, and equity exposure is limited to
Substantially all of the Plan’s assets consist of Collective Investment Trusts or Mutual Funds (Fund) and are valued based on Level I or Level II inputs, as determined from the Fund’s ASC 715-30 footnote included in the Fund’s audited financial statements. The Fund’s valuation techniques include market matrix pricing and market inputs, including bench mark yields, reported trades, broker/dealer quotes and others. There has been no changes in valuation techniques and inputs in 2023, 2022 and 2021.
The assumptions used in the measurement of the Cooperative’s benefit obligations are shown below:
| 2023 | 2022 | |||||
| Discount Rate | % | % | ||||
| Expected Return on Plan Assets | % | % | ||||
| Rate of Compensation Increase | n/a | % | n/a | % |
A-13
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2023, 2022 AND
2021
The following schedule reflects the expected cost to purchase of annuities for the one beneficiary in 2024 associated with the termination of the pension (in thousands).
| Expected | |||
| Benefit | |||
| Payments | |||
| 2024 | $ | |
|
| Total | $ | |
The Cooperative does not expect to contribute to the defined benefit pension plan during the next fiscal year.
The following schedules provide the components of the Net Periodic Pension Costs for the periods ended December 31, 2023, 2022 and 2021 (in thousands):
| 2023 | 2022 | 2021 | |||||||
| Interest Cost | $ | |
$ | |
$ | |
|||
| Expected Return on Plan Assets | ( |
) | ( |
) | ( |
) | |||
| Amortization of Net (Gain) Loss | |||||||||
| Net Periodic Pension Cost | $ | $ | |
$ | ( |
) |
A-14
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2023, 2022 AND
2021
The following schedules set forth a reconciliation of the changes in the plan’s benefit obligation and fair value of assets for the periods ending December 31, 2023 and 2022 and a statement of the funded status and amounts recognized in the Balance Sheets and Accumulated Other Comprehensive Income as of December 31, 2023 and 2022 (in thousands):
| December 31, | December 31, | |||||
| 2023 | 2022 | |||||
| Change in Benefit Obligation | ||||||
| Obligation at the Beginning of the Period | $ | |
$ | |
||
| Service Cost | ||||||
| Interest Cost | ||||||
| Actuarial (Gain) Loss | ( |
) | ||||
| Benefits Paid | ( |
) | ( |
) | ||
| Obligation at the End of the Period | $ | |
$ | |
||
| Change in Plan Assets | ||||||
| Fair Value at the Beginning of the Period | $ | |
$ | |
||
| Actual Returns on Plan Assets | ( |
) | ||||
| Employer Contributions | ||||||
| Benefits Paid | ( |
) | ( |
) | ||
| Fair Value at the End of the Period | $ | |
$ | |
||
| Funded Status | ||||||
| Funded Status as of Period Ended | $ | |
$ | |
||
| Net Amount Recognized | $ | $ |
401(k) Plan — The Cooperative has a 401(k) plan that
covers employees that meet eligibility requirements. The Cooperative’s
contributions to the plan totaled $
NOTE 8 — COMMITMENTS AND CONTINGENCIES
The Cooperative contracted with Cargill, Incorporated in
connection with the procurement of corn which includes payments of $
On February 28, 2022, the Cooperative and Cargill entered into
an operating agreement for ProGold. If a defined triggering event occurs, the
Cooperative and Cargill will expeditiously and in good faith work together to
finalize a joint venture agreement for the structure, governance and operation
of ProGold according to certain operating principles and other guideline terms.
A-15
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2023, 2022 AND
2021
NOTE 9 – LINE OF CREDIT
The Cooperative established a $
NOTE 10 - SUBSEQUENT EVENTS
In February of 2024, the Cooperative declared a distribution of
or $
In February of 2024, in connection with the termination process
for the Cooperative’s pension plan, an annuity was purchased using plan assets
at a cost of approximately $
Management evaluated all other activity of the Cooperative through November 12, 2024, the date to which the financial statements were available to be issued, and concluded that, other than the matters described above, no other subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.
A-16
Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE
ACT OF 1934
As of December 31, 2023, Golden Growers Cooperative (the “Cooperative”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Units.
Description of Units
The following description of the Cooperative’s Units is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Cooperative’s Articles of Organization, as amended, and Bylaws, as amended, each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K to which this description is also an exhibit.
Capitalization
The Cooperative’s Bylaws authorize 60,000,000 Units, of which 15,490,480 are currently issued and outstanding.
Membership Interests; Units
The Units denote membership interest in the Cooperative for the purposes of allocating income, gain, loss, deduction, credit and distribution and the right to deliver corn to the Cooperative. Our Bylaws authorize one class of membership interest or Units. The Cooperative has a first lien on all Units for all indebtedness owed to the Cooperative of any member related to the Units.
Qualifications for Membership
Membership in the Cooperative is limited to any natural person, partnership (whether general or limited), joint venture, association, cooperative, corporation, trust, estate, limited liability company, limited liability partnership, unincorporated association, governmental entity, or any other legal entity, including an individual acting as a sole proprietorship or as a business, who is a resident of the United States and (i) has entered into an Uniform Delivery Agreement with us, (ii) has acquired at least 4,000 Units, and (iii) has been accepted and approved by our Board of Directors.
Unless admitted as a member, a person who acquires Units, or a member who holds Units and ceases to be a member, has only the rights of an “un-admitted assignee” and is only entitled to financial rights associated with the Units, including allocations and distributions made in accordance with the Bylaws. An un-admitted assignee does not have any right to any information or accounting of the affairs of the Cooperative, is not entitled to inspect the books or records of the Cooperative, and does not have any of the governance or other rights of a member under the Bylaws or the Minnesota Cooperative Association Act set forth as Chapter 308B of Minnesota Statutes, as amended.
Termination of Membership; Redemption or Transfer of Units
A member’s membership in the Cooperative may be terminated by a majority vote of the Board of Directors if any of the following events occur: (a) a member has become ineligible for membership for any reason; (b) a member has failed to patronize the Cooperative for a period of one year or more; (c) a member fails to enter into, or ceases to have in effect, a member agreement with the Cooperative; (d) a member that is an individual dies and the member’s estate does not fulfill the member’s obligations pursuant to the Cooperative’s Bylaws, or a member that is a business entity ceases to exist and leaves no qualified successor to be a member as determined by the Board of Directors; or (e) the Board of Directors by resolution finds that a member has: (i) intentionally or repeatedly violated any provision of the Articles of Organization or the Bylaws of the Cooperative; (ii) breached the member agreement or any other contract with the Cooperative, including but not limited to, the obligation to make timely payments on the member’s account with the Cooperative; (iii) taken actions that will impede the Cooperative from accomplishing its purposes; (iv) taken or threatened to take actions that may adversely affect the interests of the Cooperative or its members; or (v) willfully obstructed any lawful purpose or activity of the Cooperative.
If a member’s membership in the Cooperative is terminated, the terminated member immediately loses all rights to vote but continues to have rights to distributions and allocations, subject to all of the restrictions that apply and to the extent applicable. The terminated member’s delivery obligation terminates as of the date his membership is terminated. The Cooperative is required to refund the terminated member the value of the Units owned by the terminated member at the lesser of the book value or market value as of the date of termination less any amounts owed to the Cooperative by the member. The refund is due and payable seven (7) years following the date of termination. A terminated member may transfer his Units during the seven (7) year period to a person eligible for membership.
Voting Rights
Each member is entitled to one vote on all matters presented to the members for a vote, regardless of the number of Units owned by such member.
Capital Contributions and Initial Capital Accounts
The initial capital contribution of each of our members immediately after the conversion to a Minnesota 308B cooperative association was determined pursuant to the Plan of Conversion. The value of the capital contribution of each initial member is equal the initial capital account for each member and was set at $2.85 per Unit.
The issuance of Units to members of the Cooperative following the conversion shall be for such capital contribution and on such terms and conditions, upon execution of any documents and on any other terms and conditions, as the Board determines to be appropriate.
Allocation of Income and Losses
Our Bylaws allow our Board of Directors to establish pools, or allocation units, on a reasonable and equitable basis, and the pools may be functional, divisional, departmental, geographic, or otherwise. Our Board has established two allocation pools, an A Pool and a B Pool, which are further described in Item 1 of our Annual Report on Form 10-K. Members are able to participate in one or both of the allocation pools by entering into an Annual Delivery Agreement specifying the volume of corn to be delivered under either Method A or Method B or both. Subject to certain limits set forth in the Bylaws, all items of income, gain, receipt, loss, deduction, and credit of the Cooperative for each fiscal year (Income and Losses) are then allocated among our members, and our member’s capital accounts, on the basis of the ratio that the volume of the business done with or for each such member bears to the volume of the business done with or for all members who participate in a particular allocation pool.
Distributions
The Cooperative may make cash distributions at such time and in such amounts as determined from time to time by our Board of Directors in its sole discretion; provided that we must annually, on or before March 1 of each year, make a cash distribution to our then current members equal to at least thirty percent (30%) of the income allocated to members for the prior year. Any such cash distributions shall be made in a uniform and equitable basis among the members within a particular allocation pool on the basis of patronage. Such cash distributions will be reduced by any tax withholding payments that are made on the member’s behalf.
Restrictions on Transfer of Units
There is no established trading market for our Units. To maintain our partnership tax status, members may not trade their Units on an established securities market or readily trade Units on a secondary market (or the substantial equivalent thereof). In accordance with the publicly traded partnership rules, FNC Ag Stock, LLC serves as a qualified matching service for our members. Any transfer and/or assignment of Units (or the financial and governance rights associated therewith) is subject to approval by our Board of Directors and a determination that the transfer will not cause us to be deemed a publicly traded partnership. The Bylaws also prohibit the Board of Directors from approving any transfer and/or assignment if it would result in the transferee directly or indirectly owning more than ten percent (10%) of the issued and outstanding Units.
Distribution of Assets upon Liquidation
On liquidation, all of our debts and liabilities must be paid according to their respective priorities. Any remaining value must be distributed among the holders of Units based on the value of each such holder’s capital account.
Exhibit 31.1
CERTIFICATIONS
I, Scott Stofferahn, certify that:
| 1. |
I have reviewed this annual report on Form 10-K of Golden Growers Cooperative (the registrant); |
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. |
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; | |
| b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) |
disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and. |
| 5. |
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
all significant deficiencies and material weaknesses in the design or operation of the internal controls over financial reporting which are likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
|
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| March 15, 2024 | /s/ Scott Stofferahn |
| Scott Stofferahn | |
| Executive Vice President, Chief Executive Officer and | |
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 10-K of Golden Growers Cooperative, (the “Cooperative”) for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Stofferahn, as the Executive Vice President, serving as Chief Executive Officer and Chief Financial Officer of the Cooperative, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | |
| 2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Cooperative. |
| Date: |
March 15, 2024 |
/s/ Scott Stofferahn | |
| Scott Stofferahn | |||
| Executive Vice President, Chief Executive Officer and | |||
| Chief Financial Officer |
PROGOLD, LLC
FINANCIAL STATEMENTS
DECEMBER 31, 2023
WITH INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
To the Board of Governors
ProGold, LLC
West
Fargo, North Dakota
Opinion
We have audited the financial statements of ProGold, LLC, which comprise of the balance sheet as of December 31, 2023, the related statements of income, changes in members’ equity, and cash flows for the year then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements presented fairly, in all material respects, the financial position of ProGold, LLC as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are required to be independent of ProGold, LLC and to meet our ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatements, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about ProGold, LLC‘s ability to continue as a going concern for one year after the date that the financial statements are issued.
|
||
| 1 | ||
| www.wr.cpa |
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually, or in the aggregate, they would influence the judgement made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
- Exercise professional judgement and maintain professional skepticism throughout the audit.
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsible to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of ProGold, LLC’s internal control. Accordingly, no such opinion is expressed.
- Evaluate the appropriateness of accounting policies used the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
- Conclude whether, in our judgement, there are conditions or events, considered in the aggregate, that raise substantial doubt about ProGold, LLC’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
Fargo, North Dakota
January 22, 2023
2
PROGOLD LLC
BALANCE SHEET
DECEMBER 31, 2023
| ASSETS | |||
| CURRENT ASSETS | |||
| Cash and cash equivalents | $ | 197,142 | |
| Prepaid expenses | 4,343 | ||
| Total current assets | 201,485 | ||
| PROPERTY AND EQUIPMENT HELD FOR LEASE | |||
| Land and land improvements | 10,191,265 | ||
| Buildings and equipment | 256,397,834 | ||
| Less accumulated depreciation | (233,213,640 | ) | |
| Total property and equipment held for lease | 33,375,459 | ||
| OTHER ASSETS | |||
| Deferred lease asset | 569,064 | ||
| Total assets | $ | 34,146,008 | |
| LIABILITIES AND MEMBERS' EQUITY | |||
| CURRENT LIABILITIES | |||
| Related party accounts payable | $ | - | |
| MEMBERS' EQUITY | 34,146,008 | ||
| Total liabilities and members' equity | $ | 34,146,008 | |
| See Notes to Financial Statements | 3 |
PROGOLD LLC
STATEMENT OF INCOME
FOR
THE YEAR ENDED DECEMBER 31, 2023
| REVENUES | |||
| Related party rental revenue on operating lease | $ | 15,810,344 | |
| OPERATING EXPENSES | |||
| Depreciation | 2,840,892 | ||
| Maintenance | 719,281 | ||
| General and administrative | 81,325 | ||
| Total expenses | 3,641,498 | ||
| Operating income | 12,168,846 | ||
| NET INCOME | $ | 12,168,846 |
| See Notes to Financial Statements | 4 |
PROGOLD LLC
STATEMENT OF
MEMBERS’ EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2023
| Golden | Total | ||||||||
| Growers | Members' | ||||||||
| Cooperative | Cargill, Inc. | Equity | |||||||
| BALANCE, DECEMBER 31, 2022 | $ | 18,333,670 | $ | 18,333,670 | $ | 36,667,340 | |||
| Net income | 6,084,423 | 6,084,423 | 12,168,846 | ||||||
| Distributions | (7,345,089 | ) | (7,345,089 | ) | (14,690,178 | ) | |||
| BALANCE, DECEMBER 31, 2023 | $ | 17,073,004 | $ | 17,073,004 | $ | 34,146,008 |
| See Notes to Financial Statements | 5 |
PROGOLD LLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED
DECEMBER 31, 2023
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Net income | $ | 12,168,846 | |
| Adjustments to reconcile net income to net cash provided by operating activities | |||
| Depreciation | 2,840,892 | ||
| Changes in assets and liabilities | |||
| Accounts receivable | - | ||
| Prepaid expenses | 19,729 | ||
| Other assets | (310,344 | ) | |
| Accounts payable | (30,719 | ) | |
| Net cash provided by operating activities | 14,688,404 | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Distributions to members | (14,690,178 | ) | |
| NET CHANGE IN CASH | (1,774 | ) | |
| CASH AND CASH EQUIVALENTS, Beginning of year | 198,916 | ||
| CASH AND CASH EQUIVALENTS, End of year | $ | 197,142 |
| See Notes to Financial Statements | 6 |
PROGOLD LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED
DECEMBER 31, 2023
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
ProGold, LLC (ProGold) is organized as a Minnesota limited liability company. ProGold was owned by American Crystal Sugar Company (51%) and Golden Growers Cooperative (49%). Effective March 1, 2022, American Crystal Sugar Company transferred ownership in ProGold to Cargill, Incorporated (Cargill), resulting in a 50/50 venture between Cargill and Golden Growers Cooperative. ProGold has been organized with a life of 50 years and its legal existence will terminate on July 13, 2044, absent a business continuation agreement.
Related Party Operating Lease
ProGold leases a corn wet milling facility to Cargill under an operating lease which runs through December 31, 2026. Payments are to be received monthly under the lease. The operating lease revenue is recognized as earned ratably over the term of the lease and to the extent that amounts earned exceed amounts received, a deferred lease asset is recorded. The Company generates lease revenue which is recognized under ASC Topic 842, Leases, which falls outside the lease scope of ASC topic 606. The lease requires ProGold to pay $500,000 for fiscal years 2024 through 2026, to fund infrastructure maintenance. During the term of the lease, Cargill will deploy capital for several approved capital projects and will receive the benefit of depreciation during the term of the lease.
Cash and Cash Equivalents
ProGold considers all highly liquid debt and equity instruments purchased with a maturity of three months or less to be cash equivalents. ProGold places its temporary cash investments with high-credit-quality financial institutions. At times, such investments may be in excess of the applicable insurance limit.
Property and Equipment Held for Lease
Property and equipment held for lease are stated at cost. Depreciation on assets placed in service is provided using the straight-line method over the estimated useful lives of the individual assets, ranging from 5 to 40 years.
Impairment of Long-Lived Assets
ProGold reviews its property and equipment for impairment whenever events indicate that the carrying amount of the asset may be recoverable. An impairment loss is recorded when the sum of the future cash flows is less than the carrying amount of the asset. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value there were no impairment losses for the year ended December 31, 2023.
Related Parties
Golden Growers Cooperative and Cargill are considered related parties for financial reporting purposes.
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PROGOLD LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2023
Income Taxes
ProGold is treated in a manner similar to a partnership for federal and state income tax purposes, based upon its current organization. Accordingly, the financial statements do not include any provision for income taxes.
Accounting Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Subsequent Events
Management has evaluated subsequent events through the date of the auditor’s report, which is the date the financials were available to be issued. The Company believes that there have been no significant subsequent events that require recognition or additional disclosure.
NOTE 2 – REVENUE RECOGNITION
The Company generates revenue primarily from rental income related to the operating agreement with Golden Growers Cooperative and Cargill.
Identify Contracts with Customers
Revenues are measured based on the amount of consideration specified in the operating lease agreement. Revenues are recognized when and as performance obligations are satisfied. The Company’s contracts are generally accounted for as a single performance obligation. The evaluation of contracts with customers, performance obligations, and variable consideration requires significant judgment.
Performance Obligations
Contracts are considered to contain a single performance obligation, which is to provide the ProGold plant facility to Cargill in accordance with the terms of the lease agreement.
Variable Consideration
The nature of the Company’s lease agreement does not give rise to variable consideration.
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PROGOLD LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2023
Significant Judgments
The evaluation of contracts with customers, performance obligations, and variable consideration requires significant judgment; the decision to combine contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period.
NOTE 3 – RELATED PARTY LEASE WITH CARGILL
Future minimum payments to be received under the lease are as follows:
| 2024 | $ | 16,000,000 | |
| 2025 | 16,000,000 | ||
| 2026 | 16,000,000 | ||
| $ | 48,000,000 |
NOTE 4 – RELATED PARTY CAPITAL EXPENDITURES AGREEMENT WITH CARGILL, INC
ProGold entered into an Infrastructure Maintenance Agreement with Cargill in which ProGold agreed to fund Cargill for infrastructure maintenance as set forth in the following schedule:
| 2024 | $ | 500,000 | |
| 2025 | 500,000 | ||
| 2026 | 500,000 | ||
| $ | 1,500,000 |
NOTE 5 – DISTRIBUTION TO MEMBERS
Distributions are authorized by the Board of Governors and distributed among Members based on their percentage interest.
NOTE 6 – ENVIRONMENTAL MATTERS
ProGold is subject to extensive federal and state environmental laws and regulations with respect to water and air quality, solid wase disposal and odor and noise control. The operating lease with Cargill provides that ProGold be responsible for claims arising for occurrences prior to the execution of the original operating lease, December 1, 1997. ProGold believes that it was in substantial compliance with applicable environmental laws and regulations prior to that time. The operating lease also provides that Cargill operate the corn wet milling facility in compliance with all applicable federal and state environmental laws and regulations further the term of the lease.
NOTE 7 – INCOME TAXES
ProGold conducts an annual analysis of its various tax positions, assessing the likelihood of those positions being upheld upon examination with relevant tax authorities. ProGold has determined that it has no unrecognized tax benefits. No interest or penalties are recognized in the statements of operations. ProGold is no longer subject to U.S. Federal or state income tax examinations by tax authorities for fiscal years 2018 and earlier.
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