GGROU 10-K/A
Golden Growers Cooperative (GGROU)
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM
(Amendment No. 1)
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended
or
____________________________
Commission File No.:
___________________________
(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 |
__________________________________
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.
__________________________________
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).
__________________________________
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 | |
__________________________________
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). ☐
__________________________________
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 September 17, 2025, 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
EXPLANATORY NOTE
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment also includes currently dated certifications from the Cooperative’s principal executive officer and principal financial officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. As required by the rules of the Commission, this Amendment sets forth an amended “Item 15. Exhibits, Financial Statement Schedules” in its entirety, which includes the currently dated certifications of the Cooperative's principal executive officer and principal financial officer as Exhibits 31.1 and 32.1. This Amendment does not otherwise update any exhibits of the Original Filing.
Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the dates described in the Original Filing, and the Cooperative has not updated the disclosures contained therein to reflect any events that occurred subsequent to such dates. Accordingly, this Amendment should be read in conjunction with the Cooperative’s filings made with the Commission subsequent to the filing of the Original Filing, as information in such filings may update or supersede certain information contained in this Amendment.
| TABLE OF CONTENTS | ||
| Page | ||
| Part II | ||
| Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA | 1 |
| Part IV | ||
| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 1 |
PART II
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The financial statements have been prepared in accordance with generally accepted accounting principles and are included in Appendix A of this report.
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | Documents filed as part of this report. | ||
| 1. | Financial Statements | ||
| Report of Independent Registered Public Accounting Firm (Haynie & Company, PCAOB #457) | |||
| Report of Independent Registered Public Accounting Firm (Widmer Roel, PC, PCAOB #729) | |||
| Balance Sheets as of December 31, 2024 and 2023 | |||
| Statements of Operations and Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 | |||
| Statements of Changes in Members’ Equity for the Years Ended December 31, 2024, 2023 and 2022 | |||
| Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 | |||
| Notes to the 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. |
1
| Exhibit No. | Exhibit Description | |
| 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. | |
| 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 | ||
| 32.1 | ||
| 99.1 |
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. | |
| 99.2 |
Audited Financial Statements of ProGold Limited Liability Company for the year ended December 31, 2023 is incorporated by reference to Exhibit 99.3 from the Cooperative’s Form 10 - K filed March 15, 2024. | |
| 99.3 |
Audited Financial Statements of ProGold Limited Liability Company for the year ended December 31, 2024 – 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, 2024 and December 31, 2023; (ii) Statements of Operations for the years ended December 31, 2024, 2023 and 2022; (iii) Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022; (iv) Statement of Changes in Members’ Equity and Comprehensive Income for the years ended December 31, 20234, 2023 and 2022; (v) Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and (vi) Notes to Financial Statements. |
2
| Exhibit No. | Exhibit Description | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
3
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.
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, 2024 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.
| Dated: September 17, 2025 | GOLDEN GROWERS COOPERATIVE | |
| By: | /S/ Scott Stofferahn | |
| Scott Stofferahn | ||
| Executive Vice President, Chief Executive Officer and | ||
| Chief Financial Officer | ||
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 September 17, 2025.
| * | * | |
| Nicolas Pyle (Chairperson) | David Kragnes (Vice Chairperson) | |
| * | * | |
| Blane Benedict (Director, Secretary) | Richard Bot (Director) | |
| * | /S/ Chris Johnson | |
| Mark Harless (Director) | Chris Johnson (Director) | |
| /S/ Glenn Johnson | * | |
| Glenn Johnson (Director) | Brady Koehl (Director) | |
| * | ||
| Larry Vipond (Director, Treasurer) |
| * By: | /s/ Scott Stofferahn | |
| Scott Stofferahn, as attorney-in-fact |
4
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 sheet of Golden Growers Cooperation (the Company) as of December 31, 2024, and the related statements of operations, comprehensive income, changes in members’ equity, and cash flows for the year then ended, 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 the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
The Company’s balance sheet as of December 31, 2023 and the related statements of operations, comprehensive income, changes in members’ equity and cash flows for each of the two years in the period ended December31, 2023 were audited by other auditors whose report dated March 12, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. 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 the Company 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 audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit 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 audit 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 audit provided a reasonable basis for our opinion.
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/
March 18, 2025
We have served as the Company’s auditor since 2024.
A-1
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 sheet of Golden Growers Cooperative as of December 31, 2023, and the related statements of operations, comprehensive income, changes in members’ equity and cash flows for the periods ended December 31, 2022 and 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 the results of its operations and its cash flows as of December 31, 2023 and 2022, 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.
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 served as the Cooperative’s auditor from 2008 to 2024.
March 12, 2024
A-2
GOLDEN GROWERS COOPERATIVE
BALANCE SHEETS
DECEMBER 31, 2024 AND 2023
(Dollars In Thousands)
| December 31, | ||||||
| ASSETS | 2024 | 2023 | ||||
| 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 | ||||||
| Commitments and contingencies (Note 8) | ||||||
| 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,
2024, 2023 AND 2022
(Dollars In Thousands)
| December 31, | December 31, | December 31, | |||||||
| 2024 | 2023 | 2022 | |||||||
| 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, | |||||||
| 2024 | 2023 | 2022 | |||||||
| 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, 2024,
2023 AND 2022
(Dollars In Thousands)
| Total | |||
| Members’ | |||
| Equity | |||
| 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 | $ | |
|
| Net income | |||
| Member distributions | ( |
) | |
| Unrealized loss on investments | ( |
) | |
| BALANCE December 31, 2024 | $ | |
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, 2024, 2023 AND 2022
(Dollars In Thousands)
| December 31, | December 31, | December 31, | |||||||
| 2024 | 2023 | 2022 | |||||||
| 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, 2024, 2023 AND
2022
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, 2024, 2023 AND
2022
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, 2024 and 2023 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, 2024 and 2023.
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, 2024 and 2023. 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, 2024 and 2023.
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, 2024 and 2023, respectively.
A-8
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND
2022
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 2024, the Cooperative paid members who deliver
corn under Method A an incentive payment of $
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, 2024, 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, 2024, 2023 AND
2022
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 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
Beginning in 2024 annual reporting, the Cooperative adopted Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07) that was issued by the Financial Accounting Standards Board (FASB). This new standard requires an enhanced disclosure of significant segment expenses on an annual basis. Upon adoption, the guidance was applied retrospectively to all prior periods presented in the financial statements.
Operating Segments and Related Disclosures
The Cooperative is managed as a single reportable operating segment, which markets members’ corn for processing at ProGold LLC’s corn wet-milling plant, and derives income from its investment in ProGold LLC. The single segment information aligns with how the Cooperative’s Chief Operating Decision Maker (“CODM”) reviews and manages the Cooperative’s business. The Cooperative’s CODM is the Executive Vice President.
Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at the entity level. The CODM assesses performance for the segment and decides how to better allocate resources based on net income that is reported on the Statements of Operations. The Cooperative’s objective in making resource allocation decisions is to optimize the financial results. The accounting policies of the Cooperative’s single segment are the same as those described in the summary of significant accounting policies herein.
For single reportable segment-level financial information, total assets, and significant non-cash transactions, see Financial Statements.
A-10
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND
2022
NOTE 4 — PROGOLD LIMITED LIABILITY COMPANY
For the first two months of 2022, the Cooperative had a
| December 31, | ||||||||||
| (In Thousands) | 2024 | 2023 | 2022 | |||||||
| 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, 2024: | Level 1 | Level 2 | Level 3 | Total | ||||||||
| Corporate Bonds - Held to Maturity | $ | — | $ | |
$ | — | $ | |
||||
| Fixed Income Funds - Available for Sale | — | — | ||||||||||
| Money Market & CD’s | — | — | |
|||||||||
| $ | — | $ | |
$ | — | $ | |
|||||
| December 31, 2023: | ||||||||||||
| Corporate Bonds - Held to Maturity | $ | — | $ | |
$ | — | $ | |
||||
| Fixed Income Funds - Available for Sale | — | — | ||||||||||
| Money Market & CD’s | — | — | ||||||||||
| $ | — | $ | |
$ | — | $ | |
A-11
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND
2022
The Cooperative’s investments are as follows as of December 31, 2024 and 2023 (in thousands):
| Amortized | Unrealized | Unrealized | ||||||||||
| Cost | Gains | Losses | Fair Value | |||||||||
| December 31, 2024: | ||||||||||||
| Corporate Bonds - Held to Maturity | $ | |
$ | |
$ | ) | $ | |
||||
| Fixed Income Funds | ) | |||||||||||
| Money Market & CD’s | — | — | ||||||||||
| $ | |
$ | |
$ | ) | $ | |
|||||
| December 31, 2023: | ||||||||||||
| Corporate Bonds - Held to Maturity | $ | |
$ | |
$ | ) | $ | |
||||
| Fixed Income Funds | ) | |||||||||||
| Money Market & CD’s | — | — | ||||||||||
| $ | |
$ | |
$ | ) | $ | |
Corporate bond maturities are as follows as of December 31, 2024 (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, 2024 and 2023:
| Less than 12 Months | More than 12 Months | |||||||||||
| Unrealized | Unrealized | |||||||||||
| December 31, 2024: | Fair Value | Losses | Fair Value | Losses | ||||||||
| Corporate Bonds - Held to Maturity | $ | |
$ | ) | $ | |
$ | ) | ||||
| Fixed Income Funds | — | ) | ||||||||||
| $ | |
$ | ) | $ | |
$ | ) | |||||
| December 31, 2023: | ||||||||||||
| Corporate Bonds - Held to Maturity | $ | |
$ | ) | $ | |
$ | ) | ||||
| Fixed Income Funds | ) | ) | ||||||||||
| $ | |
$ | ) | $ | |
$ | ) | |||||
A-12
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND
2022
The Cooperative has determined that the unrealized losses are deemed to be temporary impairments as of December 31, 2024 and 2023. 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.
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 accrued
to participants in the plan. During the years ended December 31, 2024, 2023 and
2022, there were
In December 2022, the Cooperative approved a resolution to terminate the plan on March 31, 2023. The process of terminating the plan included the purchase of annuities from the assets of the plan to satisfy payment of vested benefits to the remaining participant as prescribed by the Pension Benefit Guarantee Corporation’s standard termination process.
There were sufficient funds to purchase an annuity for the
plan’s remaining participant to pay all of the benefits owed under the plan. In
May 2024, excess funds totaling $
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 March 1, 2022, the Cooperative and Cargill entered into that
certain ProGold Limited Liability Company Agreement (the “Operating Agreement”).
The Operating Agreement defined a triggering event, whereby the Cooperative and
Cargill would work together to finalize a long-term joint venture agreement for
the structure, governance and operation of ProGold according to certain
operating principles and other guideline terms.
In January 2025, the Cooperative’s Board of Directors approved a resolution to submit to the members for their approval at the 2025 Annual Member Meeting a Plan of Liquidation and Dissolution of the Cooperative providing (i) for approval of the sale of the Cooperative’s 50% interest in ProGold pursuant to the terms of the Operating Agreement and distribution of the proceeds of such sale, along with all other assets of the Cooperative, to the members; and (ii) granting the Board of Directors authority to negotiate, execute and file all agreements, documents or instruments necessary to effect such liquidation and dissolution of Golden Growers Cooperative. If approved by the Cooperative’s members at the 2025 Annual Member Meeting, the Cooperative will implement the Plan of Liquidation and Dissolution as presented to the members.
A-13
GOLDEN GROWERS COOPERATIVE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND
2022
NOTE 9 – LINE OF CREDIT
The Cooperative established a $
NOTE 10 - SUBSEQUENT EVENTS
In January of 2025, the Cooperative declared a distribution of
, or $
See Note 8 regarding the Board’s approval of a resolution to submit to the members for their approval a Plan of Liquidation and Dissolution of the Cooperative.
Management evaluated all other activity of the Cooperative through March 18, 2025, 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-14