10-Q

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 March 31, 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 May 12, 2014 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	10
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)

	March 31, 2014 (Unaudited)		December 31, 2013 (Audited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	2,595	$	3,154
Short-Term Investments	218		218
Prepaid Expenses	1		10
Total Current Assets	2,814		3,382
Property and Equipment, Net	6		6
Investment in ProGold Limited Liability Company	33,755		35,032
Total Assets	$	36,575	$	38,420
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities:
Accounts Payable	$	23	$	—
Accrued Liabilities	109		4
Total Current Liabilities	132		4
Non-Current Liability	—		—
Members’ Equity
Members’ Equity Membership Units, Authorized 60,000,000 Units, Issued and Outstanding 15,490,480 as of March 31, 2014 and December 31, 2013	36,443		38,416
Accumulated Other comprehensive Income (Loss)	—		—
Total Members’ Equity	36,443		38,416
Total Liabilities and Members’ Equity	$	36,575	$	38,420

See Notes to Financial Statements

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GOLDEN GROWERS COOPERATIVE

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In Thousands)

(Unaudited)

	Three Months Ended
	March 31, 2014			March 31, 2013
OPERATIONS
Corn Revenue	$	20,854		$	26,173
Corn Expense	(20,876		)	(26,193		)
Net Income from ProGold Limited Liability Company	1,355			1,282
General & Administrative Expenses	(210		)	(313		)
Net Income from Operations	1,123			949
Interest Income	3			2
Net Income Before Income Tax	1,126			951
Income Tax Provision	—			—
Net Income	$	1,126		$	951
Weighted Average Units Outstanding	15,490,480			15,490,480
Earnings per Membership Unit Primary and Fully Diluted	$	0.07		$	0.06
COMPREHENSIVE INCOME
Net Income	$	1,126		$	951
Pension Liability Adjustment	—			81
Comprehensive Income	$	1,126		$	1,032

See Notes to Financial Statements

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GOLDEN GROWERS COOPERATIVE

STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Three Months Ended
	March 31, 2014			March 31, 2013
Cash Flows from Operating Activities
Net Income	$	1,126		$		951
Net (Income) from ProGold Limited Liability Company	(1,355		)	(1,282			)
Depreciation	—			—
Changes in Assets and Liabilities
Prepaid Expenses	9			—
Accounts Payable	23			112
Accrued Liabilities	105			—
Net Cash Used in Operating Activities	(92		)	(219			)
Cash Flows from Investing Activities
Distribution received from ProGold LLC	2,632			2,923
Net Cash Provided by Investing Activities	2,632			2,923
Cash Flows from Financing Activities
Member distributions paid	(3,099		)	(3,100			)
Net Cash Used by Financing Activities	(3,099		)	(3,100			)
Increase (Decrease) in Cash and Cash Equivalents	(559		)	(396			)
Cash and Cash Equivalents, Beginning of Period	3,154			2,698
Cash and Cash Equivalents, End of Period	$	2,595		$	2,302

See Notes to Financial Statements

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GOLDEN GROWERS COOPERATIVE

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

NOTE 1 — BASIS OF PRESENTATION

The financial statements of the Golden Growers Cooperative (the “Cooperative”) for the three-month periods ended March 31, 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 three-month period ended March 31, 2014, are not necessarily indicative of the results for the entire fiscal year ending December 31, 2014.

NOTE 2 — EXPENSES

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

NOTE 3 — 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:

	March 31,				December 31,
(In Thousands)	2014		2013		2013
Current Assets	$	683	$	144	$	151
Long-Term Assets	69,740		80, 182		72,947
Total Assets	$	70,423	$	80,326	$	73,098
Current Liabilities	$	435	$	401	$	405
Long-Term Liabilities	1,100		1,500		1,200
Total Liabilities	1,535		1,901		1,605
Members’ Equity	68,888		78,425		71,493
Total Liabilities and Members’ Equity	$	70,423	$	80,326	$	73,098
Rent Revenue on Operating Lease	$	5,698	$	5,653	$	23,674
Expenses	2,932		3,037		11,948
Net Income	$	2,766	$	2,616	$	11,726

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NOTE 4 — 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 March 31, 2014 and December 31, 2013 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
March 31, 2014:
Money Market & CD’s	$	218	$	—	$	—	$	218
December 31, 2013
Money Market & CD’s	$	218	$	—	$	—	$	218

NOTE 5 — 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 three-months ended March 31, 2014 and March 31, 2013:

	March 31,			March 31,
	2014			2013
Service Cost	$			$	—
Interest Cost	10			11
Expected return on plan assets	(15		)	(12		)
Amortization of net (gain) loss				19
Net periodic pension cost	$	(5	)	$	18

Through the three-months ended March 31, 2014, the Cooperative has made $48,000 contributions as compared to $69,000 through the three-months ended March 31, 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 6 — 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 7 — 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 8 — DISTRIBUTIONS TO MEMBERS

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

NOTE 9 — 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 10 — SUBSEQUENT EVENTS

The Cooperative has evaluated events through the date the financial statements were issued for potential recognition or disclosure in the March 31, 2014 financial statements.

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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 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 1,577 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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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 Three Months Ended March 31, 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 three-months ended March 31, 2014, the Cooperative sold approximately 4.3 million bushels of corn compared to 4.4 million bushels of corn sold during the three-months ended March 31, 2013.  For the three months ended March 31, 2014 and 2013, the Cooperative recognized corn revenue of $20,854,000 and $26,173,000, respectively, a decrease of 20%, 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

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$20,876,000 and $26,193,000 in 2014 and 2013 respectively, a decrease of 20% due primarily to a decrease in the cost per bushel of corn purchased in 2014 compared to 2013.  For the three-months ended March 31, 2014 and 2013, its members, on the Cooperative’s behalf, delivered to Cargill for processing at the facility 1,370,000 and 1,487,000, bushels of corn respectively using Method A, and 2,857,000 and 2,905,000 bushels of corn respectively, using Method B. For the three-months ended March 31, 2014 and 2013, the Cooperative recognized expense of $23,000 and $23,000, 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 three-months ended March 31, 2014, of $1,355,000 compared to $1,282,000 for the three-months ended March 31, 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 three-months ended March 31, 2014, was $210,000 compared to $313,000 for the three-months ended March 31, 2013, a decrease of 33%, 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 three-months ended March 31, 2014, was $3,000 compared to $2,000 for the three months ended March 31, 2013.

Liquidity and Capital Resources

The Cooperative’s working capital at March 31, 2014 was $2,682,000 compared to $2,337,000 at March 31, 2013.

The Cooperative had no long-term debt as of March 31, 2014 or March 31, 2013.

The Cooperative used operating cash flows of $92,000 for the three-month period ended March 31, 2014 compared to $219,000 for the three-month period ended March 31, 2013.

The Cooperative received cash distributions from ProGold totaling $2,632,000 for the three-month period ended March 31, 2014 compared to $2,923,000 for the three-month period ended March 31, 2013.

The Cooperative paid cash distributions to its members totaling $3,099,000 for the three-month period ended March 31, 2014 compared to $3,100,000 for the three-month period ended March 31, 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.

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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.

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 March 31, 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.

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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 March 31, 2014, filed with the SEC on May 15, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) Balance Sheet for at March 31, 2014 and December 31, 2013, (ii) Statements of Operations and Comprehensive Income for the three-month periods ended March 31, 2014 and 2013, (iii) Statement of Cash Flows for the three-month periods ended March 31, 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: May 15, 2014	/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 internal control over financial reporting which are reasonably 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.

May 15, 2014	/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 March 31, 2014 (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 15th day of May, 2014.

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.

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INVESTMENTS

3 Months Ended

Mar. 31, 2014

INVESTMENTS

INVESTMENTS

NOTE 4 — 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 March 31, 2014 and December 31, 2013 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
March 31, 2014:
Money Market & CD’s	$	218	$	—	$	—	$	218
December 31, 2013
Money Market & CD’s	$	218	$	—	$	—	$	218

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PROGOLD LIMITED LIABILITY COMPANY

3 Months Ended

Mar. 31, 2014

PROGOLD LIMITED LIABILITY COMPANY

PROGOLD LIMITED LIABILITY COMPANY

NOTE 3 — 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:

	March 31,				December 31,
(In Thousands)	2014		2013		2013
Current Assets	$	683	$	144	$	151
Long-Term Assets	69,740		80, 182		72,947
Total Assets	$	70,423	$	80,326	$	73,098
Current Liabilities	$	435	$	401	$	405
Long-Term Liabilities	1,100		1,500		1,200
Total Liabilities	1,535		1,901		1,605
Members’ Equity	68,888		78,425		71,493
Total Liabilities and Members’ Equity	$	70,423	$	80,326	$	73,098
Rent Revenue on Operating Lease	$	5,698	$	5,653	$	23,674
Expenses	2,932		3,037		11,948
Net Income	$	2,766	$	2,616	$	11,726

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BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current Assets:
Cash and Cash Equivalents	$ 2,595	$ 3,154
Short-Term Investments	218	218
Prepaid Expenses	1	10
Total Current Assets	2,814	3,382
Property and Equipment, Net	6	6
Investment in ProGold Limited Liability Company	33,755	35,032
Total Assets	36,575	38,420
Current Liabilities:
Accounts Payable	23
Accrued Liabilities	109	4
Total Current Liabilities	132	4
Members' Equity
Membership Units, Authorized 60,000,000 Units, Issued and Outstanding 15,490,480 as of March 31, 2014 and December 31, 2013	36,443	38,416
Total Members' Equity	36,443	38,416
Total Liabilities and Members' Equity	$ 36,575	$ 38,420

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2014

BASIS OF PRESENTATION

BASIS OF PRESENTATION

NOTE 1 — BASIS OF PRESENTATION

The financial statements of the Golden Growers Cooperative (the “Cooperative”) for the three-month periods ended March 31, 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 three-month period ended March 31, 2014, are not necessarily indicative of the results for the entire fiscal year ending December 31, 2014.

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EMPLOYEE BENEFIT PLANS (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2014 item	Mar. 31, 2013	Dec. 31, 2013
EMPLOYEE BENEFIT PLANS
Number of current employees eligible to participate under the plan in the future	0
Components of Net Periodic Benefit Cost
Interest Cost	$ 10,000	$ 11,000
Expected return on plan assets	(15,000)	(12,000)
Amortization of net (gain) loss		19,000
Net periodic pension cost	(5,000)	18,000
Cooperative contributions	48,000	69,000	141,000
Cooperative anticipated contributions	$ 0

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COMMITMENTS AND CONTINGENCIES (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
COMMITMENTS AND CONTINGENCIES
Annual contractual payments to Cargill for procurement of corn	$ 92,000
Amount paid to retired executive vice president and chief executive officer per month as per service agreement		37,250
Expense in connection with the Services Agreement			111,750
ProGold LLC
Commitment and Contingencies
Estimated capital expenditure related to facility repairs	$ 2,300,000

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EXPENSES

3 Months Ended

Mar. 31, 2014

EXPENSES

EXPENSES

NOTE 2 — EXPENSES

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

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BALANCE SHEETS (Parenthetical)	Mar. 31, 2014	Dec. 31, 2013
BALANCE SHEETS
Membership Units, Authorized	60,000,000	60,000,000
Membership Units, Issued	15,490,480	15,490,480
Membership Units, Outstanding	15,490,480	15,490,480

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INVESTMENTS (Tables)

3 Months Ended

Mar. 31, 2014

INVESTMENTS

Schedule of investments held to maturity

The Cooperative’s investments held to maturity are as follows as of March 31, 2014 and December 31, 2013 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
March 31, 2014:
Money Market & CD’s	$	218	$	—	$	—	$	218
December 31, 2013
Money Market & CD’s	$	218	$	—	$	—	$	218

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 12, 2014
Document and Entity Information
Entity Registrant Name	Golden Growers Cooperative
Entity Central Index Key	0001489874
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		15,490,480
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

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EMPLOYEE BENEFIT PLANS (Tables)

3 Months Ended

Mar. 31, 2014

EMPLOYEE BENEFIT PLANS

Components of Net Periodic Benefit Cost

	March 31,			March 31,
	2014			2013
Service Cost	$			$	—
Interest Cost	10			11
Expected return on plan assets	(15		)	(12		)
Amortization of net (gain) loss				19
Net periodic pension cost	$	(5	)	$	18

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STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
OPERATIONS
Corn Revenue	$ 20,854	$ 26,173
Corn Expense	(20,876)	(26,193)
Net Income from ProGold Limited Liability Company	1,355	1,282
General & Administrative Expenses	(210)	(313)
Net Income from Operations	1,123	949
Interest Income	3	2
Net Income Before Income Tax	1,126	951
Net Income	1,126	951
Weighted Average Units Outstanding	15,490,480	15,490,480
Earnings per Membership Unit
Primary and Fully Diluted (in dollars per share)	$ 0.07	$ 0.06
COMPREHENSIVE INCOME
Net Income	1,126	951
Pension Liability Adjustment		81
Comprehensive Income	$ 1,126	$ 1,032

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CHANGE IN ACCOUNTING STANDARDS

3 Months Ended

Mar. 31, 2014

CHANGE IN ACCOUNTING STANDARDS

CHANGE IN ACCOUNTING STANDARDS

NOTE 7 — 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.

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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Mar. 31, 2014

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

NOTE 6 — 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.

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DISTRIBUTIONS TO MEMBERS (Details) (USD $)	0 Months Ended	3 Months Ended
	Feb. 12, 2014	Mar. 31, 2014	Mar. 31, 2013
DISTRIBUTIONS TO MEMBERS
Distribution to members	$ 3,098,056	$ 3,099,000	$ 3,100,000
Distribution to members per outstanding membership unit (in dollars per unit)	$ 0.20

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EXPENSES (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
EXPENSES
Annual contractual payments to Cargill to arrange for the delivery of the corn by its members	$ 92,000

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2014

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10 — SUBSEQUENT EVENTS

The Cooperative has evaluated events through the date the financial statements were issued for potential recognition or disclosure in the March 31, 2014 financial statements.

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DISTRIBUTIONS TO MEMBERS

3 Months Ended

Mar. 31, 2014

DISTRIBUTIONS TO MEMBERS

DISTRIBUTIONS TO MEMBERS

NOTE 8 — DISTRIBUTIONS TO MEMBERS

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

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2014

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 9 — 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.

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PROGOLD LIMITED LIABILITY COMPANY (Tables)

3 Months Ended

Mar. 31, 2014

PROGOLD LIMITED LIABILITY COMPANY

Schedule of financial information for ProGold LLC

	March 31,				December 31,
(In Thousands)	2014		2013		2013
Current Assets	$	683	$	144	$	151
Long-Term Assets	69,740		80, 182		72,947
Total Assets	$	70,423	$	80,326	$	73,098
Current Liabilities	$	435	$	401	$	405
Long-Term Liabilities	1,100		1,500		1,200
Total Liabilities	1,535		1,901		1,605
Members’ Equity	68,888		78,425		71,493
Total Liabilities and Members’ Equity	$	70,423	$	80,326	$	73,098
Rent Revenue on Operating Lease	$	5,698	$	5,653	$	23,674
Expenses	2,932		3,037		11,948
Net Income	$	2,766	$	2,616	$	11,726

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INVESTMENTS (Details) (Money Market & CD's, Level 1 inputs, USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Money Market & CD's | Level 1 inputs
Investments held to maturity
Amortized Cost	$ 218	$ 218
Fair Value	$ 218	$ 218

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STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows from Operating Activities
Net Income	$ 1,126,000	$ 951,000
Net (Income) from ProGold Limited Liability Company	(1,355,000)	(1,282,000)
Changes in Assets and Liabilities
Prepaid Expenses	9,000
Accounts Payable	23,000	112,000
Accrued Liabilities	105,000
Net Cash Used in Operating Activities	(92,000)	(219,000)
Cash Flows from Investing Activities
Distribution received from ProGold LLC	2,632,000	2,923,000
Net Cash Provided by Investing Activities	2,632,000	2,923,000
Cash Flows from Financing Activities
Member distributions paid	(3,099,000)	(3,100,000)
Net Cash Used by Financing Activities	(3,099,000)	(3,100,000)
Increase (Decrease) in Cash and Cash Equivalents	(559,000)	(396,000)
Cash and Cash Equivalents, Beginning of Period	3,154,000	2,698,000
Cash and Cash Equivalents, End of Period	$ 2,595,000	$ 2,302,000

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EMPLOYEE BENEFIT PLANS

3 Months Ended

Mar. 31, 2014

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

NOTE 5 — 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 three-months ended March 31, 2014 and March 31, 2013:

	March 31,			March 31,
	2014			2013
Service Cost	$			$	—
Interest Cost	10			11
Expected return on plan assets	(15		)	(12		)
Amortization of net (gain) loss				19
Net periodic pension cost	$	(5	)	$	18

Through the three-months ended March 31, 2014, the Cooperative has made $48,000 contributions as compared to $69,000 through the three-months ended March 31, 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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PROGOLD LIMITED LIABILITY COMPANY (Details) (ProGold Limited Liability Company, USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
ProGold Limited Liability Company
ProGold Limited Liability Company
Interest ownership (as a percent)	49.00%
Financial information for ProGold LLC
Current Assets	$ 683	$ 144	$ 151
Long-Term Assets	69,740	80,182	72,947
Total Assets	70,423	80,326	73,098
Current Liabilities	435	401	405
Long-Term Liabilities	1,100	1,500	1,200
Total Liabilities	1,535	1,901	1,605
Members' Equity	68,888	78,425	71,493
Total Liabilities and Members' Equity	70,423	80,326	73,098
Rent Revenue on Operating Lease	5,698	5,653	23,674
Expenses	2,932	3,037	11,948
Net Income	$ 2,766	$ 2,616	$ 11,726