10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2012

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 November 12, 2012 the Cooperative had 15,490,480 Units issued and outstanding.

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

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

GOLDEN GROWERS COOPERATIVE

BALANCE SHEETS

(In Thousands)

	September 30, 2012 (Unaudited)			December 31, 2011 (Audited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	3,419		$	2,203
Short-Term Investments	217			217
Prepaid Expenses	1			1
Total Current Assets	3,637			2,421
Property and Equipment, Net	1			3
Investment in ProGold Limited Liability Company	41,104			44,327
Total Assets	$	44,742		$	46,751
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities:
Accounts Payable	$	23		$	24
Accrued Liabilities	4			3
Accrued Member Distribution	3,098			—
Total Current Liabilities	3,125			27
Non-Current Liability	153			148
Members’ Equity
Members’ Equity	41,617			46,724
Membership Units, Authorized 60,000,000 Units, Issued and Outstanding 15,490,480 as of September 30, 2012 and December 31, 2011
Accumulated Other comprehensive Income	(153		)	(148		)
Total Members’ Equity	41,464			46,576
Total Liabilities and Members’ Equity	$	44,742		$	46,751

See Notes to Financial Statements

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GOLDEN GROWERS COOPERATIVE

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In Thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
OPERATIONS
Corn Revenue	$	21,162		$	19,597		$	69,449		$	59,881
Corn Expense	(21,192		)	(19,630		)	(69,523		)	(59,956		)
Net Income from ProGold Limited Liability Company	1,667			1,533			5,003			4,755
General & Administrative Expenses	(226		)	(127		)	(597		)	(578		)
Net Income from Operations	1,411			1,373			4,332			4,102
Interest Income	3			5			10			11
							4,342
Net Income Before Income Tax	1,414			1,378						4,113
Income Tax Provision	—			—			—			—
Net Income	$	1,414		$	1,378		$	4,342		$	4,113
Weighted Average Units Outstanding	15,490,480			15,490,480			15,490,480			15,490,480
Earnings per Membership Unit
Primary and Fully Diluted	$	0.09		$	0.09		$	0.28		$	0.27
COMPREHENSIVE INCOME
Net Income	$	1,414		$	1,378		$	4,342		$	4,113
Pension Liability Adjustment	(20		)	(54		)	(5		)	(17		)
Comprehensive Income	$	1,394		$	1,324		$	4,337		$	4,096

See Notes to Financial Statements

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GOLDEN GROWERS COOPERATIVE

STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Nine Months Ended
	September 30, 2012			September 30, 2011
Cash Flows from Operating Activities
Net Income	$	4,342		$	4,113
Net (Income) from ProGold Limited Liability Company	(5,003		)	(4,755		)
Depreciation	2			4
Changes in Assets and Liabilities
Accounts Receivable	—			—
Prepaid Expenses	—			—
Accounts Payable	(1		)	(32		)
Accrued Liabilities	1			(202		)
Net Cash Used in Operating Activities	(659		)	(872		)
Cash Flows from Investing Activities
(Purchase of) Proceeds from Short-Term Investments	—			(1		)
Distribution received from ProGold LLC	8,226			8,275
Net Cash Provided by Investing Activities	8,226			8,274
Cash Flows from Financing Activities
Member distributions paid	(6,351		)	(6,536		)
Net Cash Used by Financing Activities	(6,351		)	(6,536		)
Increase (Decrease) in Cash and Cash Equivalents	1,216			866
Cash and Cash Equivalents, Beginning of Period	2,203			2,295
Cash and Cash Equivalents, End of Period	$	3,419		$	3,161
Non Cash Financing Activity
Accrued Member Distribution	$	3,098		$	—

See Notes to Financial Statements

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GOLDEN GROWERS COOPERATIVE

NOTES TO FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER, 2012 AND 2011

NOTE 1 — BASIS OF PRESENTATION

The financial statements of the Golden Growers Cooperative (Cooperative) for the nine-month periods ended September, 2012 and 2011 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, 2011. The results of operations for the nine-month period ended September 30, 2012, are not necessarily indicative of the results for the entire fiscal year ending December 31, 2012.

NOTE 2 — LINE OF CREDIT

The Cooperative established a $1,000,000 line of credit with a variable interest rate based on the prime rate maturing July 16, 2013.  The line of credit is secured by business assets.  At September 30, 2012, the Cooperative had no outstanding balance on the line of credit.

NOTE 3 — EXPENSES

The Cooperative contracts with Cargill, Incorporated in connection with the procurement of corn and other agency services that includes payments of $92,000 annually and terminates on December 31, 2017.

NOTE 4 — 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:

	September 30,
(In Thousands)	2012		2011
Current Assets	$	130	$	1,932
Long-Term Assets	85,874		95,336
Total Assets	$	86,004	$	97,268
Current Liabilities	$	419	$	2,207
Long-Term Liabilities	1,700		2,100
Total Liabilities	2,119		4,307
Members’ Equity	83,885		92,961
Total Liabilities and Members’ Equity	$	86,004	$	97,268
Rent Revenue on Operating Lease	$	19,088	$	18,325
Expenses	8,877		8,622
Net Income	$	10,211	$	9,703

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NOTE 5 — 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 September 30, 2012 and December 31, 2011 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
September, 2012:
Money Market & CD’s	$	217	$	—	$	—	$	217
December 31, 2011
Money Market & CD’s	$	217	$	—	$	—	$	217

NOTE 6 — EMPLOYEE BENEFIT PLANS

The Cooperative sponsors a defined benefit pension plan for employees that meet eligibility requirements of age and length of service.  The plan provides for vesting after 5 years of service with benefits for early retirement, normal retirement and disability or death. Components of Net Periodic Benefit Cost for the nine-months ended September 30, 2012 and September 30, 2011:

	September 30,			September 30,
	2012			2011
Service Cost	$	39		$	35
Interest Cost	44			34
Expected return on plan assets	(40		)	(30		)
Amortization of net (gain) loss	7			14
Net periodic pension cost	$	50		$	53

Through the nine-months ended September 30, 2012, the Cooperative has made $40,000 contributions as compared to $32,000 through the nine-months ended September 30, 2011.  The Cooperative anticipates contributing $18,000 in additional funds to its pension plan in 2012, for a total of $58,000.  Contributions in 2011 totaled $42,000.

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NOTE 7 — 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 8 — 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 9 — DISTRIBUTIONS TO MEMBERS

On February 15, 2012, the Cooperative made a distribution to its members of $3,253,000 or $.21 per outstanding membership unit. On June 27, 2012 the Cooperative made a distribution to its members of $3,098,096 or $.20 per outstanding membership unit.  On October 8, 2012, the Cooperative made a distribution to its members of $3,098,096 or $0.20 per outstanding membership unit.

NOTE 10 — SUBSEQUENT EVENTS

The Cooperative has evaluated events through the date the financial statements were issued for potential recognition or disclosure in the September 30, 2012 financial statements.

NOTE 11 - COMMITMENTS

On July 10, 2012, the Cooperative entered into a Services Agreement with Mark C. Dillon (the “Agreement”), the Cooperative’s 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 agrees to provide enumerated transitional consulting services to the Cooperative until March 31, 2013. In exchange for such services, Mr. Dillon shall be paid $37,250 per month. If the Cooperative terminates the Agreement prior to March 31, 2013 for any reason other than for cause, the Cooperative will still be required to pay the full amount due under the Agreement.   Mr. Dillon retired effective September 30, 2012.

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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 2011 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 1,585 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, 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 they hold.  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.

Our 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 the aggregate purchase price for corn purchased from our members to us, and then, on our behalf, makes individual payments for corn directly to our members.  In the event a Method A

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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 our 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.

Results of Operations

Comparison of the Nine Months Ended September 30, 2012 and 2011

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 nine months ended September 30, 2012, the Cooperative sold approximately 12.1 million bushels of corn compared to 12.0 million bushels of corn sold during the nine months ended September 30, 2011. For the nine months ended September 30, 2012 and 2011, the Cooperative recognized corn revenue of $69,449,000 and $59,881,000, respectively, an increase of 16.0% due primarily to the difference in the selling price per bushel of corn sold in 2012 compared to 2011. For the nine months ended September 30, 2012 and 2011, the Cooperative recognized corn expense of $69,523,000  and $59,956,000 respectively, an increase of 16.0% due primarily to the difference in the cost per bushel of corn purchased in 2012 compared to 2011.  For the nine months ended September 30, 2012 and 2011, its members, on the Cooperative’s behalf, delivered to Cargill for processing at the facility 3,559,751 and 3,732,103, respectively bushels of corn using Method A and 8,577,248 and 8,287,524 respectively, bushels of corn using Method B. For the nine months ended September 30, 2012 and 2011, the Cooperative recognized expense of $69,000, in connection with costs incurred to Cargill in connection with the Cooperative’s corn marketing operation.

The Cooperative derived income from ProGold for the nine months ended September 30, 2012, of $5,003,000 compared to $4,755,000 for the nine months ended September 30, 2011.

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 nine months ended September 30, 2012, was $597,000 compared to $578,000 for the nine months ended September 30, 2011.

Interest Income. Interest income for the nine months ended September 30 2012, was $10,000 compared to $11,000 for the nine months ended September 30, 2011.

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Comparison of the Three Months Ended September 30, 2012 and 2011

Revenues.  For the three months ended September 30, 2012, the Cooperative sold approximately 3.8 million bushels of corn compared to 3.5 million bushels of corn sold during the three months ended September 30, 2011. For the three months ended September 30, 2012 and 2011, the Cooperative recognized corn revenue of $21,162,000 and $19,597,000, respectively, an increase of 8.0% due primarily to the difference in the number of bushels of corn sold in 2012 compared to 2011. The Cooperative recognized corn expense of $21,192,000 and $19,630,000 in 2012 and 2011 respectively, an increase of 8.0% due primarily to the difference in the number of bushels of corn purchased in 2012 compared to 2011. For the three months ended September 30, 2012 and 2011, its members, on the Cooperative’s behalf, delivered to Cargill for processing at the facility 887,921 and 756,029, respectively, bushels of corn using Method A and 2,898,433 and 2,762,508, respectively, bushels of corn using Method B. For the three months ended September 30, 2012 and 2011, 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 September 30, 2012, of $1,667,000 compared to $1,533,000 for the three months ended September 30, 2011.

General and Administrative Expenses. The general and administrative expenses for the three months ended September 30, 2012, was $226,000 compared to $127,000 for the three months ended September 30, 2011, which was primarily the result of increased expenses associated with the retirement of Mr. Dillon and the hiring of Mr. Stofferahn.

Interest Income. Interest income for the three months ended September 30, 2012, was $3,000 compared to $5,000 for the three months ended September 30, 2011.

Liquidity and Capital Resources

The Cooperative’s working capital at September 30, 2012 was $512,000 compared to $3,353,000 at September 30, 2011.

The Cooperative had no long-term debt as of September 30, 2012 or September 30, 2011.

The Cooperative used operating cash flows of $658,000 for the nine-month period ended September 30, 2012 compared to $872,000 for the nine-month period ended September 30, 2011.  The Cooperative used operating cash flows of $261,000 for the three-month period ended September 30, 2012 compared to $155,000 for the three-month period ended September 30, 2011.

The Cooperative established a $1,000,000 line of credit with a variable interest rate based on the prime rate that terminates on July 16, 2013.  The line of credit is secured by all of the business assets of the Cooperative.  There is no outstanding balance as of September 30, 2012.

The Cooperative received cash distributions from ProGold totaling $8,226,000 for the nine-month period ended September 30, 2012 compared to $8,275,000 for the nine-month period ended September 30, 2011.  The Cooperative received cash distributions from ProGold totaling $2,631,000 for the three-month period ended September 30, 2012 compared to $2,631,000 for the three-month period ended September 30, 2011.

The Cooperative paid cash distributions to its members totaling $6,351,000 for the nine-month period ended September 30, 2012 compared to $6,536,000 for the nine-month period ended September 30, 2011.  On October 8, 2012, the Cooperative paid cash distributions to its members totaling $3,098,096.

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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.

Recent Developments

On September 30, 2012, Mark C. Dillon retired as the Cooperative’s Executive Vice President and Chief Executive Officer.  In anticipation of his retirement, the Cooperative and Mr. Dillon entered into a services agreement whereby Mr. Dillon has agreed to provide enumerated transitional consulting services to the Cooperative until March 31, 2013.

On October 15, 2012, Mr. Scott Stofferahn became the Executive Vice President and Chief Executive Officer and Chief Financial Officer of the Cooperative.  The Board of Directors of the Cooperative approved his engagement on September 4, 2012.

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, 2012.  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, 2011.  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, 2011.  There has been no significant change in the Cooperative’s significant accounting policies or critical accounting estimates since the end of fiscal 2011.

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 September 30, 2012.  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 the 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, 2011 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.
10.7*	Employment Agreement between Mark Dillon and Golden Growers Cooperative dated January 1, 2011 is incorporated by reference to Exhibit 10.8 from the Cooperative’s Annual Report on Form 10-K (File No. 11726115) filed March 31, 2011.
10.8*	Services Agreement between Mark Dillon and Golden Growers Cooperative dated July 10, 2012 is incorporated by reference to Exhibit 10.8 from the Cooperative’s Quarterly Report on Form 10-Q (File No. 121030939) filed on August 14, 2012.
99.1	Audited Financial Statements of ProGold Limited Liability Company for the years ended August 31, 2011 and August 31, 2010 is incorporated by reference to Exhibit 99.1 from the Cooperative’s Quarterly Report on Form 10-Q (File No. 111201210) filed on November 14, 2011.
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.

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Exhibit No.	Exhibit Description
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 September 30, 2012, filed with the SEC on November 14, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) Balance Sheet for at September 30, 2012 and December 31, 2011, (ii) Statements of Operations and Comprehensive Income for the nine-month periods ended September 30, 2012 and 2011 and for the three-month periods ended September 30, 2012 and 2011, (iii) Statement of Cash Flows for the nine-month periods ended September 30, 2012 and 2011, 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: November 14, 2012	/s/ Scott Stofferahn
	Scott Stofferahn
	Executive Vice President,
	Chief Financial Officer
	Duly Authorized Officer

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Scott Stofferahn, certify that:

1.I have reviewed this report on Form 10-Q 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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 person’s 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.

November 14, 2012	/s/ Scott Stofferahn
	Scott Stofferahn
	Executive Vice President, Chief Executive Officer and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATE PURSUANT TO SECTION 906

OF SARBANES — OXLEY ACT OF 2002

The undersigned, Scott Stofferahn, Executive Vice President, serving as Chief Executive Officer and Chief Financial Officer of Golden Growers Cooperative, (the “Company”), does hereby certify that to his knowledge:

1.The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012 (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.Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed this 14th day of November, 2012.

By:	/s/ Scott Stofferahn
	Name:	Scott Stofferahn
	Title:	Executive Vice President, Chief Executive
		Officer and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.