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GGRO 10Q Quarterly Report

Part I. Financial Information
Item 1. Financial Statements
Note 1 - Basis of Presentation
Note 2 - Progold Limited Liability Company
Note 3 - Investments
Note 4 - Employee Benefit Plans
Note 5 - Recently Issued Accounting Pronouncements
Note 6 - Change in Accounting Standards
Note 7 - Distributions To Members
Note 8 - Commitments and Contingencies
Note 9 - Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information.
Item 6. Exhibits
EX-31.1 a14-14060_1ex31d1.htm
EX-32.1 a14-14060_1ex32d1.htm

Golden Growers Cooperative Earnings 2014-06-30

Balance SheetIncome StatementCash Flow

10-Q 1 a14-14060_110q.htm 10-Q

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

x      Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2014

 

Commission file number:  000-53957

 

Golden Growers Cooperative

(Exact name of registrant as specified in its charter)

 

Minnesota

 

27-1312571

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

112 Roberts Street North, Suite 111

Fargo, ND 58102

(Address of principal executive offices)

 

Telephone Number 701-281-0468

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES x  NO o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x  NO o

 

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

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act). YES o  NO x

 

As of August 11, 2014 the Cooperative had 15,490,480 Units issued and outstanding.

 

 

 



Table of Contents

 

GOLDEN GROWERS COOPERATIVE

 

FORM 10-Q

 

INDEX

 

PART I. FINANCIAL INFORMATION

 

1

 

 

 

 

 

Item 1. Financial Statements

 

1

 

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

7

 

 

 

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

10

 

 

 

 

 

Item 4. Controls and Procedures

 

11

 

 

 

 

PART II. OTHER INFORMATION

 

11

 

 

 

 

 

Item 1. Legal Proceedings

 

11

 

 

 

 

 

Item 1A. Risk Factors

 

11

 

 

 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

11

 

 

 

 

 

Item 3. Defaults Upon Senior Securities

 

11

 

 

 

 

 

Item 4. Mine Safety Disclosures

 

11

 

 

 

 

 

Item 5. Other Information

 

11

 

 

 

 

 

Item 6. Exhibits

 

12

 

 

 

 

SIGNATURES

 

14

 



Table of Contents

 

PART I.  FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

GOLDEN GROWERS COOPERATIVE

BALANCE SHEETS

(In Thousands)

 

 

 

June 30, 2014
(Unaudited)

 

December 31, 2013
(Audited)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and Cash Equivalents

 

$

1,715

 

$

3,154

 

Short-Term Investments

 

218

 

218

 

Prepaid Expenses

 

1

 

10

 

Total Current Assets

 

1,934

 

3,382

 

 

 

 

 

 

 

Property and Equipment, Net

 

5

 

6

 

 

 

 

 

 

 

Investment in ProGold Limited Liability Company

 

32,717

 

35,032

 

 

 

 

 

 

 

Total Assets

 

$

34,656

 

$

38,420

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts Payable

 

$

 

$

 

Accrued Liabilities

 

5

 

4

 

Total Current Liabilities

 

5

 

4

 

 

 

 

 

 

 

Non-Current Liability

 

 

 

 

 

 

 

 

 

Members’ Equity

 

 

 

 

 

Members’ Equity

 

34,651

 

38,416

 

Membership Units, Authorized 60,000,000 Units, Issued and Outstanding 15,490,480 as of June 30, 2014 and December 31, 2013

 

 

 

 

 

Accumulated Other comprehensive Income (Loss)

 

 

 

 

 

 

 

 

 

Total Members’ Equity

 

34,651

 

38,416

 

 

 

 

 

 

 

Total Liabilities and Members’ Equity

 

$

34,656

 

$

38,420

 

 

See Notes to Financial Statements

 

1



Table of Contents

 

GOLDEN GROWERS COOPERATIVE

 

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In Thousands)

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

OPERATIONS

 

 

 

 

 

 

 

 

 

Corn Revenue

 

$

15,261

 

$

24,676

 

$

36,115

 

$

50,849

 

Corn Expense

 

(15,281

)

(24,698

)

(36,157

)

(50,891

)

Net Income from ProGold Limited Liability Company

 

1,832

 

1,434

 

3,187

 

2,716

 

General & Administrative Expenses

 

(199

)

(238

)

(409

)

(551

)

 

 

 

 

 

 

 

 

 

 

Net Income from Operations

 

1,613

 

1,174

 

2,736

 

2,123

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

3

 

3

 

6

 

5

 

 

 

 

 

 

 

 

 

 

 

Net Income Before Income Tax

 

1,616

 

1,177

 

2,742

 

2,128

 

 

 

 

 

 

 

 

 

 

 

Income Tax Provision

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

1,616

 

$

1,177

 

$

2,742

 

$

2,128

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Units Outstanding

 

15,490,480

 

15,490,480

 

15,490,480

 

15,490,480

 

 

 

 

 

 

 

 

 

 

 

Earnings per Membership Unit

 

 

 

 

 

 

 

 

 

Primary and Fully Diluted

 

$

0.10

 

$

0.08

 

$

0.18

 

$

0.14

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

Net Income

 

$

1,616

 

$

1,177

 

$

2,742

 

$

2,128

 

Pension Liability Adjustment

 

 

4

 

 

85

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income

 

$

1,616

 

$

1,181

 

$

2,742

 

$

2,213

 

 

See Notes to Financial Statements

 

2



Table of Contents

 

GOLDEN GROWERS COOPERATIVE

 

STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

 

 

 

Six Months Ended

 

 

 

June 30, 2014

 

June 30, 2013

 

Cash Flows from Operating Activities

 

 

 

 

 

Net Income

 

$

2,742

 

$

2,128

 

Net (Income) from ProGold Limited Liability Company

 

(3,187

)

(2,716

)

Depreciation

 

1

 

1

 

Changes in Assets and Liabilities

 

 

 

 

 

Prepaid Expenses

 

9

 

 

 

Accounts Payable

 

 

(67

)

Accrued Liabilities

 

1

 

(1

)

Net Cash Used in Operating Activities

 

(434

)

(655

)

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

Distribution received from ProGold LLC

 

5,502

 

5,527

 

Net Cash Provided by Investing Activities

 

5,502

 

5,527

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

Member distributions paid

 

(6,507

)

(6,198

)

Net Cash Used by Financing Activities

 

(6,507

)

(6,198

)

 

 

 

 

 

 

Increase (Decrease) in Cash and Cash Equivalents

 

(1,439

)

(1,326

)

 

 

 

 

 

 

Cash and Cash Equivalents, Beginning of Period

 

3,154

 

2,698

 

 

 

 

 

 

 

Cash and Cash Equivalents, End of Period

 

$

1,715

 

$

1,372

 

 

See Notes to Financial Statements

 

3



Table of Contents

 

GOLDEN GROWERS COOPERATIVE

 

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

 

NOTE 1 — BASIS OF PRESENTATION

 

The financial statements of the Golden Growers Cooperative (the “Cooperative”) for the six-month periods ended June 30, 2014 and 2013 are unaudited and reflect all adjustments consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim period. The condensed financial statements should be read in conjunction with the financial statements and notes thereto, contained in the Cooperative’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The results of operations for the six-month period ended June 30, 2014, are not necessarily indicative of the results for the entire fiscal year ending December 31, 2014.

 

NOTE 2 — PROGOLD LIMITED LIABILITY COMPANY

 

The Cooperative has a 49% ownership interest in ProGold Limited Liability Company (“ProGold LLC”).  Following is summary financial information for ProGold LLC, which were derived from the monthly unaudited financial statements of ProGold LLC:

 

 

 

June 30,

 

December 31,

 

(In Thousands)

 

2014

 

2013

 

2013

 

 

 

 

 

 

 

 

 

Current Assets

 

$

179

 

$

184

 

$

151

 

Long-Term Assets

 

68,418

 

77,657

 

72,947

 

Total Assets

 

$

68,597

 

$

77,841

 

$

73,098

 

 

 

 

 

 

 

 

 

Current Liabilities

 

$

827

 

$

401

 

$

405

 

Long-Term Liabilities

 

1,000

 

1,400

 

1,200

 

Total Liabilities

 

1,827

 

1,801

 

1,605

 

 

 

 

 

 

 

 

 

Members’ Equity

 

66,770

 

76,040

 

71,493

 

 

 

 

 

 

 

 

 

Total Liabilities and Members’ Equity

 

$

68,597

 

$

77,841

 

$

73,098

 

 

 

 

 

 

 

 

 

Rent Revenue on Operating Lease

 

$

12,484

 

$

11,525

 

$

23,674

 

Expenses

 

5,979

 

5,983

 

11,948

 

Net Income

 

$

6,505

 

$

5,542

 

$

11,726

 

 

4



Table of Contents

 

NOTE 3 — INVESTMENTS

 

Fair value is defined as the 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.  Quoted market prices are generally not available for the Company’s financial instruments.  Fair values are based on judgments regarding anticipated cash flows, future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors.  These estimates involve uncertainties and matters of judgment, and therefore, cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.

 

The Cooperative has determined fair value of its investments held to maturity based on Level 1 inputs.  The Cooperative’s investments held to maturity are as follows as of June 30, 2014 and December 31, 2013 (in thousands):

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

June 30, 2014:

 

 

 

 

 

 

 

 

 

Money Market & CD’s

 

$

218

 

$

 

$

 

$

218

 

 

 

 

 

 

 

 

 

 

 

December 31, 2013

 

 

 

 

 

 

 

 

 

Money Market & CD’s

 

$

218

 

$

 

$

 

$

218

 

 

NOTE 4 — EMPLOYEE BENEFIT PLANS

 

The Cooperative sponsors a defined benefit pension plan for former employees of the Cooperative who met eligibility requirements of age and length of service.  The plan was frozen effective January 1, 2013 and no current employees of the Cooperative will participate in the plan in the future.  While the plan is frozen, the Cooperative will continue to fund the plan until it is fully funded.  Components of Net Periodic Benefit Cost for the six-months ended June 30, 2014 and June 30, 2013:

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

Service Cost

 

$

 

$

 

Interest Cost

 

40

 

41

 

Expected return on plan assets

 

(46

)

(50

)

Amortization of net (gain) loss

 

 

49

 

Net periodic pension cost

 

$

(6

)

$

40

 

 

Through the six-months ended June 30, 2014, the Cooperative has made $48,000 contributions as compared to $93,000 through the six-months ended June 30, 2013.  The plan is frozen and the Cooperative anticipates making no further contributions in 2014.  Contributions in 2013 totaled $141,000.

 

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NOTE 5 — RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

The Cooperative has not been impacted by any new Accounting Pronouncements since the filing of its most recent Annual Report on Form 10-K.

 

NOTE 6 — CHANGE IN ACCOUNTING STANDARDS

 

The Cooperative has not been impacted by any changes in Accounting Standards since the filing of its most recent 10-K.

 

NOTE 7 — DISTRIBUTIONS TO MEMBERS

 

On February 12, 2014, the Cooperative made distributions to its members totaling $3,098,056 or $.20 per outstanding membership unit.  On June 30, 2014, the cooperative made distributions to its members totaling $3,407,861 or $.22 per outstanding unit.

 

NOTE 8 — COMMITMENTS AND CONTINGENCIES

 

The Cooperative contracted with Cargill, Incorporated in connection with the procurement of corn which includes payments of $92,000 annually and terminates December 31, 2017.

 

On July 10, 2012, the Cooperative entered into a Services Agreement with Mark C. Dillon (the “Agreement”), the Cooperative’s former Executive Vice President and Chief Executive Officer. The Agreement was entered into in anticipation of Mr. Dillon’s retirement effective September 30, 2012. Pursuant to the Agreement, Mr. Dillon agreed to provide enumerated transitional consulting services to the Cooperative until March 31, 2013. In exchange for such services, Mr. Dillon was paid $37,250 per month. During the year ended December 31, 2013, the Cooperative incurred $111,750 expense in connection with the Services Agreement.  The Cooperative has no obligations to make payments to Mr. Dillon under the Services Agreement during fiscal year 2014 or beyond.

 

ProGold LLC informed the Cooperative that it anticipates an estimated $2,300,000 capital expenditure related to facility repairs that may reduce income allocations and distributions to its members proportionately.  In anticipation of such expenditure and a corresponding reduction in distributions from ProGold LLC, the Cooperative has increased the amount of cash it has available.

 

NOTE 9 — SUBSEQUENT EVENTS

 

The Cooperative has evaluated events through the date the financial statements were issued for potential recognition or disclosure in the June 30, 2014 financial statements.

 

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Table of Contents

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This report contains forward-looking statements that involve risks and uncertainties.  Such forward-looking statements include, among others, those statements including the words “expect”, “anticipate”, “believe”, “may” and similar expressions.  The Cooperative’s actual results could differ materially from those indicated.  See the discussion of “Risk Factors” in the Cooperative’s Annual Report for the 2013 fiscal year on Form 10-K.

 

Overview

 

Golden Growers Cooperative is a value added agricultural cooperative association governed under Minnesota Statutes Chapter 308B owned by 1,571 members in the business of providing value to our members by facilitating their delivery of corn to the corn wet-milling facility owned by ProGold Limited Liability Company (“ProGold”), a Minnesota limited liability company in which the Cooperative owns a 49% membership interest.  ProGold leases its corn wet milling facility to Cargill Incorporated who uses the facility to process corn into high fructose corn syrup.  We accomplish our business on behalf of our members 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 us the right to receive distributions from ProGold, also provides our members with additional value for the delivery of their corn for processing.  Annually we are required to deliver approximately 15,490,480 bushels of corn to Cargill for processing at the ProGold facility.

 

Ownership of our membership units requires our members to deliver corn to the Cooperative for processing in proportion to the number of units each member holds.  A member is required to deliver one bushel of corn for each of our units held by the member.  Currently 15,490,480 of our units are issued and outstanding.  Income and losses are allocated to our members based on the volume of corn they deliver.  Subject to certain limitations, as long as a member patronizes the Cooperative by delivering corn equal to the number of units held by the member, the member will be allocated a corresponding portion of our income.  In this way, we continue to 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 method the member would like to use to deliver corn — either Method A or Method B, or a combination of both.  Under Method A, a member is required to physically deliver corn to us either at the facility or another location reasonably designated by us.  Under Method B, a member appoints us as its agent to arrange for the acquisition and delivery of corn on the member’s behalf.  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 paid to the member is equal to the price per bushel paid by Cargill to acquire the corn as our agent.  Members who deliver corn under Method A are paid the market price or contracted price for their corn at the time of delivery.  Members who deliver corn under Method A receive from the Cooperative an incentive payment of $.05 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.

 

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Table of Contents

 

A Method A member directly contracts with Cargill for the contract price agreed upon for the corn or, in the absence of an agreed upon price, the market price per bushel for corn delivered on the day on which the corn is delivered and accepted at the facility.  With respect to all Method A corn that is delivered, Cargill pays to the Cooperative the aggregate purchase price for corn purchased from the member, and then, on the Cooperative’s behalf, makes individual payments for corn directly to the member.  In the event a Method A member delivers more than its delivery commitment to Cargill, any corn delivered in excess of that commitment is handled as a direct sale of corn to Cargill and is priced at the current closing delivery corn price established by Cargill at the facility on the day it is unloaded.  In the event a Method A member delivers less than its committed amount of corn to Cargill, the quantity of the shortfall is then purchased and delivered by Cargill on the Cooperative’s behalf, but this purchased corn is not credited to the Method A member’s account.  If a Method A member fails to fully satisfy the corn delivery requirement, Cargill purchases replacement corn for which we reimburse Cargill the amount by which the underlying contracted corn price is less than the price of buying the replacement corn that was due on the delivery date.  The Method A member who fails to deliver corn is then invoiced for the price of the corn.  In addition, if a Method A member fails to deliver all of the corn it was obligated to deliver, that member’s allocation of our profit or losses and any cash distributions is proportionately reduced and we may terminate the member’s membership.

 

According to the Cooperative’s governing documents, income and/or losses are allocated and distributed to its members on a patronage basis based on each member’s volume of corn deliveries.  The governing documents establish a Method A delivery pool and a Method B delivery pool.  Prior to January 1 of each new fiscal year, members are required to elect whether they will deliver corn using Method A or Method B.  Regardless of the actual percentage allocation between members who deliver using Method A or Method B, the Cooperative’s governing documents require the Cooperative to annually allocate at least 25% of its income and/or losses to the Method A pool.  The amount of income and/or losses actually allocated to the Method A pool is a percentage equal to the greater of 25% or the actual percentage of corn delivered by members under Method A.

 

For the 2014 fiscal year, 28% of members elected to deliver corn by Method A and 72% elected to deliver corn by Method B.  This election will result in 28% of the Cooperative’s income and/or losses and 72% of any cash distributions being allocated to the Method A pool in fiscal year 2014, which reflects the actual percentage of members who elected to deliver corn using Method A and does not result in reallocation to meet the 25% requirement set forth in the Cooperative’s governing documents.

 

Results of Operations

 

Comparison of the Six Months Ended June 30, 2014 and 2013

 

Revenues.  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. 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.

 

For the six-months ended June 30, 2014, the Cooperative sold approximately 8.0 million bushels of corn compared to 8.6 million bushels of corn sold during the six-months ended June 30, 2013.  For the six months ended June 30, 2014 and 2013, the Cooperative recognized corn revenue of $36,115,000 and $50,849,000, respectively, a decrease of 29%, due primarily to a decrease in the selling price per bushel of corn sold in 2014 compared to 2013.  The Cooperative recognized corn expense of $36,157,000 and

 

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$50,891,000 in 2014 and 2013 respectively, a decrease of 29% due primarily to a decrease in the cost per bushel of corn purchased in 2014 compared to 2013.  For the six-months ended June 30, 2014 and 2013, its members, on the Cooperative’s behalf, delivered to Cargill for processing at the facility 2,329,000 and 2,848,000, bushels of corn respectively using Method A, and 5,718,000 and 5,730,000 bushels of corn respectively, using Method B.  For the six-months ended June 30, 2014 and 2013, the Cooperative recognized expense of $46,000 and $46,000, respectively, in connection with costs incurred to Cargill in connection with the Cooperative’s corn marketing operation.

 

The Cooperative derived income from ProGold for the six-months ended June 30, 2014, of $3,187,000 compared to $2,716,000 for the six-months ended June 30, 2013.

 

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 the six-months ended June 30, 2014, was $409,000 compared to $551,000 for the six-months ended June 30, 2013, a decrease of 5%, primarily due to expenses incurred in connection with the Cooperative’s Services Agreement with its former executive vice president and chief executive officer, Mark Dillon.

 

Interest Income.  Interest income for the six-months ended June 30, 2014, was $6,000 compared to $5,000 for the six-months ended June 30, 2013.

 

Comparison of the Three Months Ended June 30, 2014 and 2013

 

Revenues.  For the three months ended June 30, 2014, the Cooperative sold approximately 3.8 million bushels of corn compared to 4.2 million bushels of corn sold during the three months ended June 30, 2013. For the three months ended June 30, 2014 and 2013, the Cooperative recognized corn revenue of $15,261,000 and $24,676,000, respectively, a decrease of 38% due primarily to the difference in the selling price per bushel of corn sold in 2014 compared to 2013. The Cooperative recognized corn expense of $15,281,000 and $24,698,000 in 2014 and 2013 respectively, a decrease of 38% due primarily to the difference in the cost per bushel of corn purchased in 2014 compared to 2013. For the three months ended June 30, 2014 and 2013, its members, on the Cooperative’s behalf, delivered to Cargill for processing at the facility 959,000 and 1,360,000, respectively, bushels of corn using Method A and 2,861,000 and 2,826,000, respectively, bushels of corn using Method B. For the three months ended June 30, 2014 and 2013, the Cooperative recognized expense of $23,000, in connection with costs incurred to Cargill in connection with the Cooperative’s corn marketing operation.

 

The Cooperative derived income from ProGold for the three months ended June 30, 2014, of $1,832,000 compared to $1,434,000 for the three months ended June 30, 2013.

 

General and Administrative Expenses.  The general and administrative expenses for the three months ended June 30, 2014, was $199,000 compared to $238,000 for the three months ended June 30, 2013.

 

Interest Income.  Interest income for the three months ended June 30, 2014 and June 30, 2013 was $3,000.

 

Liquidity and Capital Resources

 

The Cooperative’s working capital at June 30, 2014 was $1,929,000 compared to $1,587,000 at June 30, 2013.

 

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The Cooperative had no long-term debt as of June 30, 2014 or June 30, 2013.

 

The Cooperative used operating cash flows of $434,000 for the six-month period ended June 30, 2014 compared to $655,000 for the six-month period ended June 30, 2013.

 

The Cooperative received cash distributions from ProGold totaling $5,502,000 for the six-month period ended June 30, 2014 compared to $5,527,000 for the six-month period ended June 30, 2013.

 

The Cooperative paid cash distributions to its members totaling $6,507,000 for the six-month period ended June 30, 2014 compared to $6,198,000 for the six-month period ended June 30, 2013.

 

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.

 

Significant Accounting Estimates and Policies

 

The Cooperative generally 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, 2014.  The quarterly Method B bushel delivery and agency fee revenue is calculated by allocating the portion of the total annual agency fee for that particular quarter or cumulating it for the particular period.  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 remainder of the Cooperative’s significant accounting policies are described in Note 2, Summary of Significant Accounting Polices, of the Notes to the Financial Statements included in the Cooperative’s Annual Report on Form 10-K for the fiscal year ending December 31, 2013.  The Cooperative’s critical accounting estimates are discussed in Item 7, Management’s Discussion and Analysis of Financial Conditions and Results of Operations, included in the Cooperative’s Annual Report Form 10-K for the fiscal year ended December 31, 2013.  There has been no significant change in the Cooperative’s significant accounting policies or critical accounting estimates since the end of fiscal 2013.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

Market risk is the risk of loss to future earnings, to fair values or to future cash flows that may result from changes in the price of a financial instrument.  The value of a financial instrument may change as a result of changes in the interest rates, exchange rates, commodity prices, equity prices and other market changes.  Market risk is attributed to all market-risk sensitive financial instruments, including long term debt.

 

Due to the pass through nature of the Cooperative’s marketing of its members’ corn, the Cooperative does not believe that it is subject to any material market risk exposure with respect to interest rates, exchange rates, commodity prices, equity prices and other market changes that would require disclosure under this item.

 

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Item 4.  Controls and Procedures

 

The Cooperative’s Chief Executive Officer and Chief Financial Officer has reviewed and evaluated the effectiveness of the Cooperative’s disclosure controls and procedures (as defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of June 30, 2014.  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 Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities 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 Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  There were no changes in the Cooperative’s internal controls 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.

 

PART II.  OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

None

 

Item 1A.  Risk Factors

 

For a detailed discussion of certain risk factors that could affect the Cooperative’s operations, financial condition or results for future periods, see Item 1A, Risk Factors, in the Cooperative’s Annual Report for the fiscal year ended December 31, 2013 on Form 10-K.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.  Defaults Upon Senior Securities

 

None.

 

Item 4.  Mine Safety Disclosures

 

None.

 

Item 5.  Other Information.

 

None.

 

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Item 6.  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 (File No. 10783579) 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 (File No. 10783579) 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 (File No. 10783579) 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 (File No. 10783579) filed April 30, 2010.

 

 

 

10.1

 

Form of Uniform Member Agreement is incorporated by reference to Exhibit 10.2 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) 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 (File No. 10783579) filed April 30, 2010.

 

 

 

10.3

 

Amended and Restated Member Control Agreement between Golden Growers Cooperative, Golden Growers Cooperative and ProGold Limited Liability Company dated September 1, 2009 is incorporated by reference to Exhibit 10.4 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

 

 

 

10.4

 

Operating Agreement between Golden Growers Cooperative, Golden Growers Cooperative and ProGold Limited Liability Company is incorporated by reference to Exhibit 10.5 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

 

 

 

10.5

 

Amended and Restated Grain Services Agreement between Golden Growers Cooperative and Cargill, Incorporated is incorporated by reference to Exhibit 10.6 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

 

 

 

10.6

 

Amended and Restated Corn Supply Agreement between Golden Growers Cooperative and Cargill, Incorporated is incorporated by reference to Exhibit 10.7 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

 

 

 

99.1

 

Audited Financial Statements of ProGold Limited Liability Company for the years ended August 31, 2012 and August 31, 2013 is incorporated by reference to Exhibit 99.1 from the Cooperative’s Quarterly Report on Form 10-Q (File No. 131216599) filed on November 14, 2013.

 

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Exhibit No.

 

Exhibit Description

 

 

 

Filed herewith electronically

 

 

 

31.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101

 

The following materials from Golden Growers Cooperative’s Quarterly Report on Form 10-Q for the period ended June 30, 2014, filed with the SEC on August 14, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) Balance Sheet for at June 30, 2014 and December 31, 2013, (ii) Statements of Operations and Comprehensive Income for the six-month periods ended June 30, 2014 and 2013, (iii) Statement of Cash Flows for the six-month periods ended June 30, 2014 and 2013, and (iv) Notes to Financial Statements.**

 


* A management contract or compensatory plan required to be filed with this report.

 

**Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act of the Exchange Act, except as shall be expressly set forth by specific reference to such filings.

 

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SIGNATURES

 

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

GOLDEN GROWERS COOPERATIVE

 

(Registrant)

 

 

 

 

Date:  August 14, 2014

/s/ Scott Stofferahn

 

Scott Stofferahn

 

Executive Vice President,

 

Chief Financial Officer

 

Duly Authorized Officer

 

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