10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2017

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.)

1002 Main Avenue West, Suite 5

West Fargo, ND 58078

(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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

YES  ☒ NO  ☐

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  ☒ NO  ☐

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 ☐		Accelerated filer ☐
Non-accelerated filer ☒	(Do not check if a small reporting company)	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act).

YES  ☐ NO  ☒

As of November 10, 2017 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	10
Item 1. Legal Proceedings	10
Item 1A. Risk Factors	10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3. Defaults Upon Senior Securities	10
Item 4. Mine Safety Disclosures	10
Item 5. Other Information	10
Item 6. Exhibits	11
SIGNATURES	12

                  PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

GOLDEN GROWERS COOPERATIVE

CONDENSED BALANCE SHEETS

(In Thousands)

	September 30, 2017		December 31, 2016
	(Unaudited)		(Audited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	5,855	$	2,792
Short-Term Investments		220		219
Prepaid Expenses		—		342
Total Current Assets		6,075		3,353
Furniture and Equipment, Net		—		1
Investment in ProGold Limited Liability Company		19,978		20,484
Total Assets	$	26,053	$	23,838
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Accounts Payable	$	—	$	1
Accrued Liabilities		2,169		221
Total Current Liabilities		2,169		222
Non-Current Liabilities		—		—
Commitments/Contingencies		—		—
Members' Equity:
Members’ Equity		23,884		23,616
Membership Units, Authorized 60,000,000 Units, Issued and Outstanding 15,490,480 as of September 30, 2017 and December 31, 2016
Accumulated Other Comprehensive Income (Loss)		—		—
Total Members’ Equity		23,884		23,616
Total Liabilities and Members’ Equity	$	26,053	$	23,838

See Notes to Condensed Financial Statements

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GOLDEN GROWERS COOPERATIVE

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In Thousands, Other Than Share and Per-Share Data)

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
OPERATIONS
Corn Revenue	$	10,286	$	12,664	$	39,026	$	43,466
Corn Expense		(10,309)		(12,699)		(39,093)		(43,545)
Net Income from ProGold Limited Liability Company		2,440		1,309		7,333		4,068
General & Administrative Expenses		(125)		(104)		(463)		(447)
Net Income from Operations		2,292		1,170		6,803		3,542
Interest Income		12		2		18		6
Net Income Before Income Tax	$	2,304	$	1,172	$	6,821	$	3,548
Income Tax Provision		—		—		—		—
Net Income	$	2,304	$	1,172	$	6,821	$	3,548
Weighted Average Shares/Units Outstanding		15,490,480		15,490,480		15,490,480		15,490,480
Earnings per Share/Membership Unit
Primary and Fully Diluted	$	0.15	$	0.08	$	0.44	$	0.23

	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
COMPREHENSIVE INCOME
Net Income	$	2,304	$	1,172	$	6,821	$	3,548
Pension Liability Adjustment		—		—		—		48
Comprehensive Income	$	2,304	$	1,172	$	6,821	$	3,596

See Notes to Condensed Financial Statements

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GOLDEN GROWERS COOPERATIVE

CONDENSED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Nine Months Ended
	September 30, 2017		September 30, 2016
Cash Flows from Operating Activities
Net Income	$	6,821	$	3,548
Net (Income) from ProGold Limited Liability Company		(7,333)		(4,068)
Depreciation		1		2
Changes in assets and liabilities
Prepaid Expenses		342		(303)
Accrued liabilities and payables		(222)		(248)
Net cash used in operating activities		(391)		(1,069)
Cash Flows from Investing Activities
Distribution received from ProGold LLC		7,838		8,077
Net cash Provided in Investing Activities		7,838		8,077
Cash Flows from Financing Activities
Member distributions paid		(4,384)		(6,196)
Net Cash Used by Financing Activities		(4,384)		(6,196)
Increase (Decrease) in Cash and Cash Equivalents		3,063		812
Cash and Cash Equivalents, Beginning of Period		2,792		2,272
Cash and Cash Equivalents, End of Period	$	5,855	$	3,084
Non-Cash Financing Activity
Accrued Dividend Payable to Members	$	2,169	$	3,253

See Notes to Condensed Financial Statements

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GOLDEN GROWERS COOPERATIVE

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

NOTE 1 – BASIS OF PRESENTATION

The condensed financial statements of Golden Growers Cooperative (the “Cooperative”) for the nine-month periods ended September 30, 2017 and 2016 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, 2016. The results of operations for the nine-month period ended September 30, 2017 are not necessarily indicative of the results for the entire fiscal year ending December 31, 2017.

NOTE 2 – EXPENSES

The Cooperative contracts with Cargill, Incorporated (“Cargill”) in connection with the procurement of corn and other agency services for an annual fee of $92,000, which is paid by the Cooperative to Cargill in quarterly installments 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:

	September 30,				December 31,
(In Thousands)	2017		2016		2016
Current Assets	$	533	$	137	$	125
Long-Term Assets		40,352		44,906		42,086
Total Assets	$	40,885	$	45,043	$	42,211
Current Liabilities	$	113	$	412	$	407
Long-Term Liabilities		—		100		0
Total Liabilities		113		512		407
Members’ Equity		40,772		44,531		41,804
Total Liabilities and Members’ Equity	$	40,885	$	45,043	$	42,211
Rent Revenue on Operating Lease	$	17,200	$	17,226	$	22,837
Expenses		2,236		8,922		11,866
Net Income	$	14,964	$	8,304	$	10,971

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 Cooperative’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.

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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, 2017 and December 31, 2016 (in thousands):

			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
September 30, 2017:
Money Market & CD’s	$	220	$	—	$	—	$	220
December 31, 2016:
Money Market & CD’s	$	219	$	—	$	—	$	219

NOTE 5 – EMPLOYEE BENEFIT PLANS

Pension Plan –In December 2012, the Cooperative approved a change to freeze the Cooperative’s defined benefit plan. As a result, no additional benefits will accrue to participants in the plan and no new employees are eligible for the plan.

The following schedules provide the components of Net Periodic Benefit Cost for the nine months ended September 30, 2017 and September 30, 2016 (in thousands):  

	September 30,		September 30,
	2017		2016
Service Cost	$	—	$	—
Interest Cost		26		28
Expected Return on Plan Assets		(36)		(33)
Amortization of Net (Gain) Loss		1		8
Net Periodic Pension Cost	$	(9)	$	3

Through the nine months ended September 30, 2017, the Cooperative has made $3,000 in contributions as compared to $12,000 through the nine months ended September 30, 2016.  The Cooperative anticipates making a total of $6,000 in contributions in 2017. Contributions in 2016 totaled $12,000.

NOTE 6 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers. The new revenue guidance broadly replaces the revenue guidance provided throughout the Codification.  The core principle of the revenue guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  To achieve that core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.  The new revenue guidance also requires the capitalization of certain contract acquisition costs.  Reporting entities must prepare new disclosures providing qualitative and quantitative information on the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.  New disclosures also include qualitative and quantitative information on significant judgments, changes in judgments, and contract acquisition assets. At issuance, ASU 2014-09 was effective starting in 2017 for calendar-year public entities, and interim periods within that year. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which defers the adoption of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. During the fourth quarter of 2016, the Cooperative completed the initial evaluation of the new standard and the related assessment and review of existing revenue contracts with its customers. The Cooperative determined, on a preliminary basis, that the timing, pattern and amount of revenue recognized during the year should remain substantially the same.  The Cooperative anticipates utilizing the full retrospective transition method. The primary impact of the adoption on the Cooperative’s financial statements will be the additional required disclosures around revenue recognition in the notes to the financial statements.

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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 16, 2017, the Cooperative made distributions to its members totaling $2,215,139 or $0.143 per outstanding membership unit. On June 23, 2017, the Cooperative made distributions to its members totaling $2,168,667 or $0.14 per outstanding membership unit.  At its September meeting, the Cooperative’s board authorized a distribution to its members totaling $2,168,667 or $0.14 per outstanding membership unit to be paid in October 2017.  On October 9, 2017, the Cooperative made the distribution to its members.

Traditionally, the Cooperative has issued distributions near $0.20/bushel.  The reduced distribution in February was due to ProGold LLC’s suspension of automatic distributions to its members until such time as a final decision had been made for the use of ProGold LLC’s corn wet-milling facility starting on January 1, 2018. Therefore, the Cooperative issued a distribution to its members equal to 30% of allocated income, the minimum amount required to be distributed according to the Cooperative’s Bylaws. On April 4, 2017, ProGold and Cargill entered into a Second Amended and Restated Facility Lease commencing on January 1, 2018 and continuing through December 31, 2022.  Subsequent to the lease, the ProGold LLC Board of Governors voted in May of 2017 to resume monthly distributions to its members.

In determining the amount of the June and October distributions, the Cooperative evaluated revenue and cash flows for the current year and through the end of the new lease, including the potential for reduced distributions from ProGold LLC due to payments ProGold must make for infrastructure maintenance and certain capital improvements under the lease. The Cooperative also considered its potential purchase and payment obligations under the Consent Agreement, dated as of April 4, 2017 to be effective on January 1, 2018, by and among the Cooperative, Cargill, and American Crystal Sugar Company.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Cooperative contracted with Cargill in connection with the procurement of corn which includes an annual fee of $92,000 paid by the Cooperative to Cargill in quarterly installments and terminates December 31, 2017.

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, 2017 financial statements and concluded that no subsequent events have occurred that would require recognition in the September 30, 2017 financial statements.

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

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto included in Item 1 of Part I of this report and the audited consolidated financial statements and related notes thereto and 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, 2016.  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 Item 1A, Risk Factors, included in the Cooperative’s Annual Report for the 2016 fiscal year on Form 10-K.  The Cooperative does not intend to update the forward-looking statements contained in this report other than as required by law and qualifies all of its forward-looking statements by these cautionary statements.

Overview

Golden Growers Cooperative is a value added agricultural cooperative association governed under Minnesota Statutes Chapter 308B owned by 1,548 members in the business of providing value to its members by facilitating their delivery of corn to the corn wet-milling facility owned by ProGold Limited Liability Company (“ProGold LLC”), a Minnesota limited liability company in which the Cooperative owns a 49% membership interest.  ProGold LLC leases its corn wet milling facility to Cargill Incorporated (“Cargill”) which uses the facility to process corn into high fructose corn syrup.  The Cooperative accomplishes its business on behalf of its members through its contract relationships with all of the parties involved in the ownership and operation of the facility.  From an income production perspective, the Cooperative’s membership interest in ProGold LLC is its primary asset that, in addition to giving the Cooperative the right to receive distributions from ProGold LLC, also provides the Cooperative’s members with additional value for the delivery of their corn for processing.  Annually, the Cooperative is required to deliver approximately 15,490,480 bushels of corn to Cargill for processing at the ProGold LLC facility.

Any person residing in the United States can own membership units of the Cooperative (“Units”) as long as that person delivers or provides for the delivery of corn for processing at the ProGold LLC facility. Ownership of Units requires members to deliver corn to the Cooperative for processing in proportion to the number of units each member holds. Currently, 15,490,480 Units are issued and outstanding.  The Cooperative’s income and losses are allocated to its 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 (or loss).  In this way, the Cooperative operates on a cooperative basis.

To hold Units, a member is required to execute a Uniform Member Agreement that obligates the member to deliver corn to the Cooperative and an Annual Delivery Agreement by which each member annually elects the member’s method to deliver corn — either Method A or Method B, or a combination of both.  Under Method A, a member is required to physically deliver the required bushels of corn to the Cooperative either at the facility or another location designated by the Cooperative.  Under Method B, a member appoints the Cooperative as its agent to arrange for the acquisition and delivery of the required bushels of corn on the member’s behalf.  The Cooperative appoints Cargill as its agent to arrange for the delivery of the corn by members who elect to deliver corn using Method A, and the Cooperative appoints Cargill as its agent to acquire corn on the Cooperative’s behalf for members who elect to deliver corn using Method B.  If a member elects to deliver corn using Method B, the price per bushel the Cooperative pays to the member is equal to the price per bushel paid by Cargill to acquire the corn as its 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 the Cooperative 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 the Cooperative’s Board of Directors. While the Cooperative is financially responsible for the various payments to the members for corn, Cargill, serving as the Cooperative’s administrative agent, issues payments to members for corn on the Cooperative’s behalf.

Annually, the Cooperative notifies Cargill of the volume of Method A corn to be delivered by each Method A member.  Once the Cooperative provides notification to Cargill of the volume of corn, Cargill then confirms the amount of corn with each member and notifies that member with respect to quality specifications, allowances, deductions and premiums to be applicable to that corn.  The Method A member then 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

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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 members, and then, on behalf of the Cooperative, makes individual payments for corn directly to the members.  In the event a Method A member delivers to Cargill more than its delivery commitment, any corn delivered in excess of that commitment is handled as a direct sale of corn to Cargill 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 to Cargill less than its committed amount of corn, the quantity of the shortfall is then purchased and delivered by Cargill on behalf of the Cooperative, 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 the Cooperative reimburses 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.  In addition, if a Method A member fails to deliver all of the corn it was obligated to deliver, that member’s allocation of profit or losses and any cash distributions are proportionately reduced, and the Cooperative may terminate the member’s membership.

The Cooperative’s Bylaws establish a Method A delivery pool and a Method B delivery pool.  Generally, the Cooperative’s income and/or losses are allocated annually based on the percentage of bushels of corn that members elect to deliver using either Method A or Method B.  Regardless of the actual percentage allocation between the members who deliver bushels of corn using Method A or Method B, the Bylaws 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 bushels of corn delivered by the members using Method A.

For the 2017 fiscal year, members elected to deliver 29% of their corn by Method A and members elected to deliver 71% of their corn by Method B.  This election will result in 29% of the Cooperative’s income and/or losses and 29% of any cash distributions being allocated to the Method A pool in fiscal year 2017, which reflects the actual percentage of corn members elected to deliver 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

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 LLC.  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 and the service fee paid to Cargill.

For the three and nine-month periods ended September 30, 2017, the Cooperative sold approximately 4.3 and 8.4 million bushels of corn compared to approximately 3.7 and 11.8 million bushels of corn sold during the three and nine-month periods ended September 30, 2016.

For the three and nine month periods ended September 30, 2017, the Cooperative recognized corn revenue of $10,286,000 and $39,026,000 compared to $12,664,000 and $43,466,000 during the same respective periods in 2016, a decrease of 19% for the third quarter and a decrease of 10% year-to-date due primarily to a decrease in the selling price per bushel of corn sold in 2017 compared to 2016.

Expenses. The Cooperative recognized corn expense of $10,309,000 and $39,093,000 for the three and nine-month periods ended September 30, 2017 compared to $12,699,000 and $43,545,000 during the same respective periods in 2016 respectively, a decrease of 19% for the third quarter, and a decrease of 10% year-to-date due primarily to a decrease in the cost per bushel of corn purchased in 2017 compared to 2016.  For the three and nine-month periods ended September 30, 2017, the members, on the Cooperative’s behalf, delivered to Cargill for processing at the facility approximately 0.8 and 3.5 million bushels of corn using Method A and 2.8 and 8.4 million bushels of corn using Method B. In the same respective periods in 2016, its members, on the Cooperative’s behalf, delivered to Cargill for processing at the facility approximately 0.9 and 3.5 million bushels of corn using Method A and 2.8 and 8.4 million bushels of corn using Method B. The Cooperative recognized expense of $23,000 and $69,000 for the three and nine-month periods ended September 30, 2017 and for the same respective periods in 2016 in connection with costs incurred to Cargill related to the Cooperative’s corn marketing operation.

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Income from ProGold LLC. The Cooperative derived income from ProGold LLC for the three and nine-month periods ended September 30, 2017 of $2,440,000 and $7,333,000 compared to $1,310,000 and $4,069,000 during the same respective periods in 2016, an increase of 86% for the third quarter and an increase of 80% year-to-date due primarily to a reduction in ProGold LLC depreciation expense in 2017 compared to 2016.

General and Administrative Expenses. The Cooperative’s general and administrative expenses include salaries and benefits, professional fees and fees paid to its Board of Directors. The general and administrative expenses for the three and nine-month periods ended September 30, 2017 were $125,000 and $463,000 compared to $104,000 and $447,000 during the same respective periods in 2016.

Interest Income. Interest income for the three and nine-month periods ended September 30, 2017 was $12,000 and $18,000 compared to $2,000 and $6,000 during the same respective periods in 2016.  The increase is primarily due to higher interest rates and a larger interest earning cash reserve.

Liquidity and Capital Resources

The Cooperative’s working capital at September 30, 2017 was $3,906,000 compared to $639,000 at September 30, 2016. The increased working capital in the third quarter of 2017 as compared to the same period in 2016 was a result of reduced distributions paid to the Cooperative’s members during 2017 compared to 2016.  The Cooperative received cash distributions from ProGold LLC totaling $7,838,000 for the nine-month period ended September 30, 2017 compared to $8,077,000 for the nine-month period ended September 30, 2016, and the Cooperative paid cash distributions to its members totaling $4,384,000 for the nine-month period ended September 30, 2017 compared to $6,196,000 for the nine-month period ended September 30, 2016.  For more information on the distributions, see Note 8 to the Financial Statements, Distributions to Members, included in Item 1 of Part I of this report. 

The Cooperative had no long-term debt as of September 30, 2017 and September 30, 2016 and used operating cash flows of $391,000 for the nine-month period ended September 30, 2017 compared to $1,069,000 for the nine-month period ended September 30, 2016. The reduced use of operating cash flows is primarily due to the reduction of prepaid expenses related to the Cooperative’s evaluation of revenue and cash flows for the current year and through the end of the lease described in Note 8 to the Financial Statements, Distributions to Members, included in Item 1 of Part I of this report.

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, 2017.  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, 2016.  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, 2016.  There has been no significant change in the Cooperative’s significant accounting policies or critical accounting estimates since the end of fiscal 2016.

Off Balance Sheet Arrangements

None.

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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 September 30, 2017.  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 and provide reasonable assurance 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, 2016 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	ProGold Limited Liability Company Amended and Restated Member Control Agreement between Golden Growers Cooperative and American Crystal Sugar Company dated September 1, 2009 is incorporated by reference to Exhibit 10.4 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.
10.4	Operating Agreement of ProGold Limited Liability Company is incorporated by reference to Exhibit 10.5 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April30, 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	Amendment to ProGold Limited Liability Company Member Control Agreement between Golden Growers Cooperative and American Crystal Sugar Company dated April 4, 2017 is incorporated by reference to Exhibit 10.7 from the Cooperative’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 17836300) filed on May 12, 2017.
10.8	Consent Agreement among Golden Growers Cooperative, Cargill Incorporated, and American Crystal Sugar Company dated April 4, 2017 is incorporated by reference to Exhibit 10.1 from the Cooperative’s Current Report on Form 8-K (File No. 17753203) filed April 10, 2017.
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rule 17 CFR 13a-14(a) – filed herewith.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 – filed herewith.
99.1	Audited Financial Statements of ProGold Limited Liability Company for the years ended August 31, 2016 and August 31, 2017 – filed herewith.
101	The following materials from this report, formatted in XBRL (Extensible Business Reporting Language) are filed herewith: (i) balance sheets, (ii) statements of operations and comprehensive income, (iii) statements of cash flows, and (iv) the notes to the financial statements.

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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 13, 2017	/s/ Scott Stofferahn
	Scott Stofferahn
	Executive Vice President,
	Chief Financial Officer
	Duly Authorized Officer

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO 17 CFR 240.13(a)-14(a)

(SECTION 302 CERTIFICATION)

I, Scott Stofferahn, certify that:

1.I have reviewed this quarterly 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    all significant deficiencies and material weaknesses in the design or operation of 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.

	GOLDEN GROWERS COOPERATIVE
November 13, 2017	/s/ Scott Stofferahn
	Scott Stofferahn
	Executive Vice President, Chief Executive Officer and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Golden Growers Cooperative (the “Company”) for the fiscal quarter ended September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Stofferahn, Executive Vice President, serving as Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	GOLDEN GROWERS COOPERATIVE
November 13, 2017	/s/ Scott Stofferahn
	Scott Stofferahn
	Executive Vice President, Chief Executive Officer and Chief Financial Officer

EX-99.1

Exhibit 99.1

PROGOLD LIMITED LIABILITY COMPANY

FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2017 AND 2016

ProGold Limited Liability Company

Balance Sheets

August 31

(In Thousands)

	2017		2016
Assets
Current Assets:
Cash and Cash Equivalents	$	500	$	81
Accounts Receivable		1		—
Prepaid Expenses		38		47
Total Current Assets		539		128
Property and Equipment Held for Lease:
Land and Land Improvements		8,790		8,790
Buildings and Equipment		253,319		252,869
Construction in Progress		258		177
Less Accumulated Depreciation		(221,977)		(216,335)
Net Property and Equipment Held for Lease		40,390		45,501
Investments in CoBank, ACB		106		363
Total Assets	$	41,035	$	45,992
Liabilities and Members' Equity
Liabilities:
Current Liabilities:
Other Accrued Liabilities	$	12	$	26
Deferred Revenues		133		400
Total Current Liabilities		145		426
Deferred Revenues		—		133
Total Liabilities		145		559
Members' Equity:
Investments		40,890		45,433
Retained Earnings		—		—
Total Members' Equity		40,890		45,433
Total Liabilities and Members' Equity	$	41,035	$	45,992

The Accompanying Notes are an Integral Part of These Financial Statements.

2

ProGold Limited Liability Company

Statements of Operations

For the Years Ended August 31

(In Thousands)

	2017		2016
Rental Revenue on Operating Lease	$	22,747	$	23,166
Expenses:
Depreciation		5,690		11,610
General and Administrative		202		188
Loss on Disposition of Property and Equipment Held for Lease		39		38
Total Expenses		5,931		11,836
Net Income	$	16,816	$	11,330

The Accompanying Notes are an Integral Part of These Financial Statements.

3

ProGold Limited Liability Company

Statements of Cash Flows

For the Years Ended August 31

(In Thousands)

	2017		2016
Cash Provided By (Used In) Operating Activities:
Net Income	$	16,816	$	11,330
Add (Deduct) Non-Cash Items:
Depreciation		5,690		11,610
Loss on Disposition of Property and Equipment Held for Lease		39		38
Changes in Assets and Liabilities:
Prepaid Expenses		9		10
Accounts Receivable		(1)		—
Other Accrued Liabilities		(14)		14
Deferred Revenues		(400)		(400)
Net Cash Provided By Operating Activities		22,139		22,602
Cash Provided By (Used In) Investing Activities:
Equity Refund from CoBank, ACB		257		349
Expenditures for Property and Equipment Held For Lease		(618)		(1,036)
Net Cash (Used In) Investing Activities		(361)		(687)
Cash Provided By (Used In) Financing Activities:
Distributions to Members		(21,359)		(21,934)
Net Cash (Used In) Financing Activities		(21,359)		(21,934)
Increase (Decrease) in Cash and Cash Equivalents		419		(19)
Cash and Cash Equivalents, Beginning of Year		81		100
Cash and Cash Equivalents, End of Year	$	500	$	81

The Accompanying Notes are an Integral Part of These Financial Statements.

4

ProGold Limited Liability Company

Statements of Changes in Members' Equity

For the Years Ended August 31

(In Thousands)

	American
	Crystal		Golden				Total
	Sugar		Growers		Retained		Members'
	Company		Cooperative		Earnings		Equity
Balance, August 31, 2015	$	28,579	$	27,458	$	—	$	56,037
Net Income		—		—		11,330		11,330
Distributions to Members		(5,408)		(5,196)		(11,330)		(21,934)
Balance, August 31, 2016		23,171		22,262		—		45,433
Net Income		—		—		16,816		16,816
Distributions to Members		(2,317)		(2,226)		(16,816)		(21,359)
Balance, August 31, 2017	$	20,854	$	20,036	$	—	$	40,890

The Accompanying Notes are an Integral Part of These Financial Statements.

5

ProGold Limited Liability Company

Notes to the Financial Statements

(1)NATURE OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

Organization

ProGold Limited Liability Company (ProGold) is organized as a Minnesota limited liability company.  ProGold is owned by American Crystal Sugar Company (51%) and Golden Growers Cooperative (49%).  Transfer of ownership in ProGold to another party not already a member is allowed only with the consent of the other Members and the plant’s lessee, Cargill, Incorporated.  ProGold has been organized with a life of 50 years and its legal existence will terminate on    July 13, 2044, absent a business continuation agreement.

Operating Lease

ProGold leases a corn wet milling facility to Cargill, Incorporated under an operating lease.  Payments are to be received monthly under the lease, which runs through December 31, 2017.  On April 4, 2017, Progold signed a new lease with Cargill effective as of January 1, 2018.  The new lease expires December 31, 2022 with an automatic one year extension if certain conditions are not met.  Payments are to be received monthly under the lease.  The operating lease revenue is recognized as earned ratably over the term of the lease and to the extent that amounts received exceed amounts earned, deferred revenue is recorded.  Expenses (including depreciation and interest) are charged against such revenue as incurred.  The lease contains provisions for increased payments to be received during the lease period related to the plant’s capital additions and effective January 1, 2018 also requires ProGold to pay at least $750,000 annually to fund infrastructure maintenance.

As part of the new lease agreement effective January 1, 2018, American Crystal Sugar Company signed an option agreement allowing Cargill to purchase a 50% interest in ProGold.  If this option is exercised, American Crystal Sugar Company also agrees to sell the remaining 1% interest to Golden Growers Cooperative, resulting in a 50/50 joint venture between Cargill and Golden Growers Cooperative. 

Cash and Cash Equivalents

ProGold considers all highly liquid debt and equity instruments purchased with a maturity of three months or less to be cash equivalents.  ProGold places its temporary cash investments with high-credit-quality financial institutions.  At times, such investments may be in excess of the applicable insurance limit.

6

Property and Equipment Held for Lease

Property and equipment held for lease are stated at cost.  Depreciation on assets placed in service is provided using the straight-line method over the estimated useful lives of the individual assets, ranging from 5 to 40 years.

Impairment of Long Lived Assets

ProGold reviews its property and equipment for impairment whenever events indicate that the carrying amount of the asset may not be recoverable.  An impairment loss is recorded when the sum of the future cash flows is less than the carrying amount of the asset.  An impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value.  There were no impairment losses incurred for the years ended August 31, 2017 or 2016.

Related Parties

American Crystal Sugar Company and Golden Growers Cooperative are considered related parties for financial reporting purposes.

Income Taxes

ProGold is treated in a manner similar to a partnership for federal and state income tax purposes, based upon its current organization.  Accordingly, the financial statements do not include any provision for income taxes.

Accounting Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Investments in CoBank, ACB

The investments in stock of CoBank, ACB are stated at cost, plus unredeemed patronage refunds received or estimated to be received in the form of capital stock.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued an update to the authoritative guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance provided by this update becomes effective for ProGold in fiscal 2021.  The effect on the Company’s financial statements has not been evaluated as of the issuance date.

7

(2)LEASE WITH CARGILL, INCORPORATED:

Future minimum payments to be received under the lease are as follows:

Fiscal year ending August 31, (In Thousands)
2018	$	18,500
2019		17,000
2020		16,333
2021		15,667
2022		15,500
Thereafter		19,167
Total	$	102,167

(3) CAPITAL EXPENDITURES AGREEMENT WITH CARGILL, INCORPORATED

ProGold entered into a Capital Expenditures Agreement with Cargill, Incorporated during fiscal 2014 associated with a project to replace certain equipment at the corn wet milling facility.  During 2015, ProGold reimbursed Cargill, Incorporated $2.2 million for costs incurred for the project when it was completed. The agreement also provides that ProGold will receive monthly incremental lease payments from Cargill, Incorporated upon completion of the project equal to an amount necessary for the reimbursement amount together with interest to be fully amortized over a period of 12 years. The incremental lease payments total $229,000 per year and will continue during the term of the lease shown in Note 2, including any extension(s) of the lease term but not to exceed 12 years. This incremental lease payment is not included in the amounts in Note 2.

(4)RELATED PARTY TRANSACTIONS:

ProGold has an administrative services agreement with American Crystal Sugar Company.  Amounts incurred under the terms of the American Crystal Sugar Company agreement totaled approximately $13,000 and $18,000 in the years ended August 31, 2017 and 2016, respectively.

(5)OPERATING LEASES:

ProGold is a party to an operating lease for rail cars, which expires in December 2022.  Cargill, Incorporated has assumed responsibility for the payments on the rail car lease for the duration of this lease.

(6)DISTRIBUTIONS TO MEMBERS:

In 2008, ProGold began to make cash distributions to its members.  The ProGold Board of Governors has authorized the monthly distribution of cash to the members through December 31, 2017, to the extent that the available cash balance exceeds $500,000.

8

(7) ENVIRONMENTAL MATTERS:

ProGold is subject to extensive federal and state environmental laws and regulations with respect to water and air quality, solid waste disposal and odor and noise control.  The operating lease with Cargill, Incorporated provides that ProGold may be responsible for claims arising for occurrences prior to the execution of the original operating lease, December 1, 1997.  ProGold believes that it was in substantial compliance with applicable environmental laws and regulations prior to that time. The operating lease also provides that Cargill, Incorporated operate the corn wet milling facility in compliance with all applicable federal and state environmental laws and regulations during the term of the lease.

(8) INCOME TAXES:

ProGold conducts an annual analysis of its various tax positions, assessing the likelihood of those positions being upheld upon examination with relevant tax authorities.  ProGold has determined that it has no unrecognized tax benefits. No interest or penalties are recognized in the statements of operations. ProGold is no longer subject to U.S. Federal or state income tax examinations by tax authorities for fiscal years 2013 and earlier.

(9) SUBSEQUENT EVENTS:

ProGold has evaluated events through the date that the financial statements were available to be issued, October 3, 2017, for potential recognition or disclosure in the August 31, 2017 financial statements.

These notes are an integral part of the accompanying financial statements.

9