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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
2 we implemented additional control measures to enhance the approval
process in connection with our SEC filings and committed to incorporate as appropriate other training and remedial measures. The elements
of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have
the intended effects.
24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
The risks and uncertainties discussed below supplement
the risks and uncertainties previously disclosed in Part I, Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December
30, 2021.
We are a foreign private issuer within the
meaning of the rules under the Exchange Act, and as such, we are exempt from certain provisions applicable to U.S. domestic issuers.
Because we qualify as a foreign private issuer
under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable
to U.S. domestic issuers, including:
the rules under the Exchange Act requiring the filing with
the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;
the sections of the Exchange Act regulating the solicitation
of
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
are exempt from certain provisions applicable to U.S. domestic issuers.
Because we qualify as a foreign private issuer
under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable
to U.S. domestic issuers, including:
the rules under the Exchange Act requiring the filing with
the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;
the sections of the Exchange Act regulating the solicitation
of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;
the sections of the Exchange Act requiring insiders to file
public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period
of time; and
the selective disclosure rules by issuers of material nonpublic
information under Regulation FD.
Irrespective of the above, we have elected to
file, and have filed, an annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, similar to U.S.
domestic reporting companies.
As a Cayman Islands exempted company and
foreign private issuer within the meaning of the rules under the Exchange Act, we have adopted
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
and
the selective disclosure rules by issuers of material nonpublic
information under Regulation FD.
Irrespective of the above, we have elected to
file, and have filed, an annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, similar to U.S.
domestic reporting companies.
As a Cayman Islands exempted company and
foreign private issuer within the meaning of the rules under the Exchange Act, we have adopted certain home country practices in relation
to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards. These practices may
afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.
As a Cayman Islands exempted company listed on
the Nasdaq, we are subject to the Nasdaq corporate governance listing standards. However, the Nasdaq permits a foreign private issuer
like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands,
which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. For instance, we are not required
to:
have a majority of the board be independent or have an audit
committee be comprised of
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
ed company listed on
the Nasdaq, we are subject to the Nasdaq corporate governance listing standards. However, the Nasdaq permits a foreign private issuer
like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands,
which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. For instance, we are not required
to:
have a majority of the board be independent or have an audit
committee be comprised of three members (although all of the members of the audit committee must be independent under the Exchange Act);
have a compensation committee or a nominations or corporate
governance committee consisting entirely of independent directors; or
have regularly scheduled executive sessions with only independent
directors each year.
On November 9, 2022, we filed a Form 8-K with
the SEC announcing the resignations of (i) Mr. Pierre Etienne Lallia and Mr. Massimo Prelz-Oltramonti as board members and (ii) Mr. Simon
Baker as a board member (including his position as Co-Executive Chairman of the board) and our Chief Operating Officer and Executive Head
of M&A. Mr. Lallia and Mr. Prel
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
On November 9, 2022, we filed a Form 8-K with
the SEC announcing the resignations of (i) Mr. Pierre Etienne Lallia and Mr. Massimo Prelz-Oltramonti as board members and (ii) Mr. Simon
Baker as a board member (including his position as Co-Executive Chairman of the board) and our Chief Operating Officer and Executive Head
of M&A. Mr. Lallia and Mr. Prelz-Oltramonti each served on the board’s Audit Committee with Mr. Prelz-Oltramonti also serving
on the board’s Compensation Committee and Nominating Committee. The decisions of Mr. Lallia, Mr. Prelz-Oltramonti and Mr. Baker
to resign as, as applicable, our director and/or executive officer, was not the result of any dispute or disagreement with us on any matter
relating to our operation, policies or practices.
Following these resignations and subject to the
planned addition of one or more new independent directors, our board will be comprised of three members, including one independent director—Mr.
Cem Habib. Mr. Habib serves on the Audit, Compensation and Nominating
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
i and Mr. Baker
to resign as, as applicable, our director and/or executive officer, was not the result of any dispute or disagreement with us on any matter
relating to our operation, policies or practices.
Following these resignations and subject to the
planned addition of one or more new independent directors, our board will be comprised of three members, including one independent director—Mr.
Cem Habib. Mr. Habib serves on the Audit, Compensation and Nominating Committees and he has been designated as the Audit Committee’s
financial expert.
25
Initially, we sought to generally comply with
the general Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. However, in light of the above resignations
and to ensure continued compliance with Nasdaq’s corporate governance rules, we have adopted the following home country practices
in accordance with Nasdaq Listing Rule 5615(a)(3):
Audit Committee: As a foreign private issuer we are required
to have an Audit Committee meeting the requirements of Listing Rules 5605(c)(3) and 5605(c)(2)(A)(ii). Listing Rule 5605(c)(3) requires
the Audit Committee to have specified authority and responsibilities and Listing Rule 560
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
continued compliance with Nasdaq’s corporate governance rules, we have adopted the following home country practices
in accordance with Nasdaq Listing Rule 5615(a)(3):
Audit Committee: As a foreign private issuer we are required
to have an Audit Committee meeting the requirements of Listing Rules 5605(c)(3) and 5605(c)(2)(A)(ii). Listing Rule 5605(c)(3) requires
the Audit Committee to have specified authority and responsibilities and Listing Rule 5605(c)(2)(A)(ii) requires each member to meet
the requisite independence standards but neither requires that the Audit Committee have more than one member. In addition, we intend
to add at least one additional Audit Committee member meeting the requisite independence standards.
Compensation Committee: Rule 5615(a)(3) exempts foreign private
issuers from all Compensation Committee requirements, including the requirement that Compensation Committee have at least two independent
directors each of whom meets the requisite independence standards. We intend to maintain our Compensation Committee and add an additional
member meeting the requisite independence standards.
Majority Independent Directors: Subject to possible changes
in Board composition, we are relying on the provisions of Listing Rule 5615(a)(3) to exempt us from the requirement
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
: Rule 5615(a)(3) exempts foreign private
issuers from all Compensation Committee requirements, including the requirement that Compensation Committee have at least two independent
directors each of whom meets the requisite independence standards. We intend to maintain our Compensation Committee and add an additional
member meeting the requisite independence standards.
Majority Independent Directors: Subject to possible changes
in Board composition, we are relying on the provisions of Listing Rule 5615(a)(3) to exempt us from the requirement that on or after
December 13, 2022 (the one-year anniversary of our Initial Public Offering) a majority of our Board be comprised of independent directors.
We may be unable to add additional qualified directors
to our board as contemplated above on a timely basis or at all. Accordingly, our shareholders may be afforded less protection than they
otherwise would enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Unregistered Sales
On May 26, 2021, our Sponsor paid $25,000, or
approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 7,187,500 Founder Shares
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
all. Accordingly, our shareholders may be afforded less protection than they
otherwise would enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Unregistered Sales
On May 26, 2021, our Sponsor paid $25,000, or
approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 7,187,500 Founder Shares. The per share price
of the Founder Shares was determined by dividing the amount contributed to us by the number of Founder Shares issued. On September 20,
2021, our Sponsor surrendered an aggregate of 1,437,500 Founder Shares to the Company’s capital for no consideration, resulting
in the Sponsor holding an aggregate of 5,750,000 Founder Shares. On December 3, 2021, our Sponsor agreed to transfer to Nomura an aggregate
of 431,250 Founder Shares at the Sponsor’s original purchase price. On December 8, 2021, we declared a share dividend pursuant to
which we issued an additional 575,000 Founder Shares to our Sponsor and we also agreed to transfer to Nomura an additional 43,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
consideration, resulting
in the Sponsor holding an aggregate of 5,750,000 Founder Shares. On December 3, 2021, our Sponsor agreed to transfer to Nomura an aggregate
of 431,250 Founder Shares at the Sponsor’s original purchase price. On December 8, 2021, we declared a share dividend pursuant to
which we issued an additional 575,000 Founder Shares to our Sponsor and we also agreed to transfer to Nomura an additional 43,125 Founder
Shares. As a result, our Sponsor holds 5,850,625 Founder Shares and Nomura holds 474,375 Founder Shares. The Founder Shares were issued
in connection with our organization pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act. On
December 21, 2021, we issued an additional 3,300,000 units in connection with the over-allotment option.
Simultaneously with the closing of the Initial
Public Offering, we completed the private placement of 8,050,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement
Warrant to our Sponsor, generating gross proceeds to us of approximately $8.1 million. On December
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
) of the Securities Act. On
December 21, 2021, we issued an additional 3,300,000 units in connection with the over-allotment option.
Simultaneously with the closing of the Initial
Public Offering, we completed the private placement of 8,050,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement
Warrant to our Sponsor, generating gross proceeds to us of approximately $8.1 million. On December 21, 2021, in connection with the full
exercise of the over-allotment option, we completed the private placement of an additional 825,000 Private Placement Warrants to our Sponsor,
generating gross proceeds to us of approximately $0.8 million. In total, the private placements of our Private Placement Warrants in connection
with our Initial Public Offering and the over-allotment option generated gross proceeds of approximately $8.8 million to us. Each Private
Placement Warrant entitles the holder to purchase one of our Class A ordinary shares at $11.50 per share. The Private Placement Warrants
(including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred,
assigned or
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
In total, the private placements of our Private Placement Warrants in connection
with our Initial Public Offering and the over-allotment option generated gross proceeds of approximately $8.8 million to us. Each Private
Placement Warrant entitles the holder to purchase one of our Class A ordinary shares at $11.50 per share. The Private Placement Warrants
(including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred,
assigned or sold by the holder until 30 days after the completion of our initial Business Combination. The sale of the Private Placement
Warrants was made pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.
26
Use of Proceeds
On December 13, 2021, we consummated our Initial
Public Offering of 22,000,000 units. On December 21, 2021, we issued an additional 3,300,000 units in connection with the over-allotment
option. All Units were sold at a price of $10.00 per unit, generating gross proceeds to us of approximately $256.8 million.
On our Initial Public Offering closing date, simultaneously
with the consummation
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
December 13, 2021, we consummated our Initial
Public Offering of 22,000,000 units. On December 21, 2021, we issued an additional 3,300,000 units in connection with the over-allotment
option. All Units were sold at a price of $10.00 per unit, generating gross proceeds to us of approximately $256.8 million.
On our Initial Public Offering closing date, simultaneously
with the consummation of our Initial Public Offering, we completed the private placement of 8,050,000 Private Placement Warrants at a
purchase price of $1.00 per warrant to our Sponsor, generating gross proceeds to us of approximately $8.1 million. On December 21, 2021,
we completed the private placement of an additional 825,000 Private Placement Warrants to our Sponsor in connection with the exercise
of the over-allotment option, generating gross proceeds to us of approximately $0.8 million. In total, the private placements of our Private
Placement Warrants in connection with our Initial Public Offering and the over-allotment option generated gross proceeds of approximately
$8.8 million to us.
Nomura Securities International, Inc. served as
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
2021,
we completed the private placement of an additional 825,000 Private Placement Warrants to our Sponsor in connection with the exercise
of the over-allotment option, generating gross proceeds to us of approximately $0.8 million. In total, the private placements of our Private
Placement Warrants in connection with our Initial Public Offering and the over-allotment option generated gross proceeds of approximately
$8.8 million to us.
Nomura Securities International, Inc. served as
the underwriter for our Initial Public Offering. The securities sold in our Initial Public Offering were registered under the Securities
Act pursuant to a registration statement on Form S-1 (File Nos. 333-261248 and 333-261559) (the “Registration Statement”).
The SEC declared the Registration Statement effective on December 8, 2021.
From March 17, 2021 (inception) through the closing
date of our Initial Public Offering, we incurred approximately $19.0 million for costs and expenses related to our Initial Public Offering.
In connection with our Initial Public Offering, we paid a total of approximately $2.5 million in underwriting discounts and commissions.
In addition, the underwriters agreed to defer approximately $13.9
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
”).
The SEC declared the Registration Statement effective on December 8, 2021.
From March 17, 2021 (inception) through the closing
date of our Initial Public Offering, we incurred approximately $19.0 million for costs and expenses related to our Initial Public Offering.
In connection with our Initial Public Offering, we paid a total of approximately $2.5 million in underwriting discounts and commissions.
In addition, the underwriters agreed to defer approximately $13.9 million in underwriting discounts and commissions, which amount will
be payable upon consummation of the initial Business Combination. Subsequent to the Initial Public Offering closing date, a total of $428,000
was repaid to our Sponsor on the Note, out of the proceeds from our Initial Public Offering. There has been no material change in the
planned use of proceeds from our Initial Public Offering as described in our final prospectus filed with the SEC on December 13, 2021.
After deducting the underwriting discounts and
commissions (excluding the deferred portion of approximately $13.9 million, which amount will be payable upon consummation of the initial
Business Combination) and offering expenses, the total net proceeds from our Initial Public Offering and the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
from our Initial Public Offering. There has been no material change in the
planned use of proceeds from our Initial Public Offering as described in our final prospectus filed with the SEC on December 13, 2021.
After deducting the underwriting discounts and
commissions (excluding the deferred portion of approximately $13.9 million, which amount will be payable upon consummation of the initial
Business Combination) and offering expenses, the total net proceeds from our Initial Public Offering and the sale of the Private Placement
Warrants were approximately $258.6 million, of which approximately $256.8 million (or $10.15 per unit sold in our Initial Public Offering)
was placed in the Trust Account.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
27
Item 6. Exhibits
The following exhibits are filed or furnished as a part of, or incorporated
by reference into, this Report.
No.
Description of Exhibit
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
27
Item 6. Exhibits
The following exhibits are filed or furnished as a part of, or incorporated
by reference into, this Report.
No.
Description of Exhibit
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Ox
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Filed herewith.
*Furnished herewith.
28
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Filed herewith.
*Furnished herewith.
28
SIGNATURE
Pursuant to the requirements 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.
Dated: November 17, 2022
GENESIS GROWTH TECH ACQUISITION CORP.
By:
/s/ Eyal Perez
Name:
Eyal Perez
Title:
Chief Executive Officer,
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
29
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
Officer and Director
(Principal Financial and Accounting Officer)
29
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,
D.C. 20549
FORM 10-K
[X]
Annual Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2022
or
Transition Report Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission
File No.: 000-53957
GOLDEN GROWERS COOPERATIVE (Exact
name of registrant as specified in its charter)
Minnesota
27-1312571
(State of incorporation)
(I.R.S. Employer Identification Number)
1002 Main Avenue W, Suite 5
West Fargo, ND 58078
701-281-0468
(Address of principal executive offices)
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Units
________________________________________
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes☐ No[X]
________________________________
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
, ND 58078
701-281-0468
(Address of principal executive offices)
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Units
________________________________________
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes☐ No[X]
________________________________________
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Act. Yes☐ No[X]
________________________________________
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[X] No☐
________________________________________
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
) 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[X] No☐
________________________________________
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required
to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes[X] No☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
________________________________________
Large accelerated filer ☐
Accelerated filer
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
icate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
________________________________________
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer [X]
Smaller reporting company [X]
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extension
transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.☐
________________________________________
Indicate by check mark whether
the registrant has filed a report on and attestation to its management’s
assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.☐
________________________________________
Indicate by check mark whether
the registrant has filed a report on and attestation to its management’s
assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report.☐
________________________________________
If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the
financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
________________________________________
Indicate by check mark whether
any of those error corrections are restatements that required a recovery
analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §
240.10D -1(b). ☐
________________________________________
Indicate by check mark whether
the registrant is a shell company (as defined in rule 12b-2 of the Act). Yes ☐
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
statements. ☐
________________________________________
Indicate by check mark whether
any of those error corrections are restatements that required a recovery
analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §
240.10D -1(b). ☐
________________________________________
Indicate by check mark whether
the registrant is a shell company (as defined in rule 12b-2 of the Act). Yes ☐
No [X]
________________________________________
As of March 7, 2023, the
registrant had 15,490,480 Units issued and outstanding. There is no established
public market for the registrant’s Units. Although there is a limited, private
market for the registrant’s Units, the registrant does not obtain information
regarding the transfer price in transactions between its members and therefore
is unable to estimate the aggregate market value of the registrant’s Units held
by non-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
TABLE OF CONTENTS
Page
Item
1.
BUSINESS
Item
1A.
RISK
FACTORS
Item
1
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
private
market for the registrant’s Units, the registrant does not obtain information
regarding the transfer price in transactions between its members and therefore
is unable to estimate the aggregate market value of the registrant’s Units held
by non-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
TABLE OF CONTENTS
Page
Item
1.
BUSINESS
Item
1A.
RISK
FACTORS
Item
1B.
UNRESOLVED
STAFF COMMENTS
Item
2.
PROPERTIES
Item
3.
LEGAL
PROCEEDINGS
Item
4.
MINE
SAFETY DISCLOSURES
Item
5.
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Item
6.
[RESERVED]
Item
7.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Item
7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARK
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
.
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Item
6.
[RESERVED]
Item
7.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Item
7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item
8.
FINANCIAL
STATEMENTS AND SUPPLEMENTAL DATA
Item
9.
CHANGES
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOCUNTING AND FINANCIAL
DISCLOSURE
Item
9A.
CONTROLS
AND PROCEDURES
Item
9B.
OTHER
INFORMATION
Item
10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
10
Item
11.
EXECUTIVE
COMPENSATION
13
Item
12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCK
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
URE
Item
9A.
CONTROLS
AND PROCEDURES
Item
9B.
OTHER
INFORMATION
Item
10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
10
Item
11.
EXECUTIVE
COMPENSATION
13
Item
12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
14
Item
13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
15
Item
14.
PRINCIPAL
ACCOUNTING FEES AND SERVICES
16
Item
15.
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
17
Item
16.
10-K
SUMMARY
18
FORWARD LOOKING STATEMENTS
PART I
Item 1. BUSINESS
General
Golden Growers Cooperative is a
value-added agricultural cooperative association owned by 1,480 members
primarily from Minnesota, North Dakota and South Dakota, all of whom deliver
corn to the Cooperative for processing. The
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
Item
15.
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
17
Item
16.
10-K
SUMMARY
18
FORWARD LOOKING STATEMENTS
PART I
Item 1. BUSINESS
General
Golden Growers Cooperative is a
value-added agricultural cooperative association owned by 1,480 members
primarily from Minnesota, North Dakota and South Dakota, all of whom deliver
corn to the Cooperative for processing. The Cooperative was originally formed in
1994 as a North Dakota agricultural cooperative with the goal of allowing its
members to receive additional value from the corn that they grow through the
processing of that corn into value-added products, such as corn sweeteners. The
Cooperative accomplished this purpose by forming a joint venture with
American Crystal Sugar Company (“American Crystal”) that formed ProGold Limited
Liability Company (“ProGold”), a Minnesota limited liability company that
designed and constructed a corn wet-milling facility in Wahpeton, North Dakota
to process corn into high fructose corn syrup and related co-products. The
Cooperative’s membership in ProGold LLC includes a right and obligation for the
Cooperative to deliver corn to the ProGold facility for processing. The
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
purpose by forming a joint venture with
American Crystal Sugar Company (“American Crystal”) that formed ProGold Limited
Liability Company (“ProGold”), a Minnesota limited liability company that
designed and constructed a corn wet-milling facility in Wahpeton, North Dakota
to process corn into high fructose corn syrup and related co-products. The
Cooperative’s membership in ProGold LLC includes a right and obligation for the
Cooperative to deliver corn to the ProGold facility for processing. The
Cooperative’s members deliver corn to the ProGold facility on the Cooperative’s
behalf to meet this delivery obligation.
On November 1, 1997, ProGold
entered into an operating lease with Cargill Incorporated (“Cargill”) for the
entire ProGold facility. Cargill has operated the facility continually since
this time. While ProGold no longer operates the wet-milling facility, the
Cooperative, through its members, continues to have an obligation to deliver
corn directly to Cargill at the wet-milling facility.
On September 1, 2009, by way of a
series of mergers, the Cooperative changed its domicile and form of entity from
a North Dakota cooperative to a Minnesota cooperative association governed
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
ire ProGold facility. Cargill has operated the facility continually since
this time. While ProGold no longer operates the wet-milling facility, the
Cooperative, through its members, continues to have an obligation to deliver
corn directly to Cargill at the wet-milling facility.
On September 1, 2009, by way of a
series of mergers, the Cooperative changed its domicile and form of entity from
a North Dakota cooperative to a Minnesota cooperative association governed under
Minnesota Statutes Chapter 308B. The Cooperative operates as a cooperative for
state law purposes but is treated as a partnership under Subchapter K of the
Internal Revenue Code of 1986, as amended (the “Code”) for tax purposes.
Additional information about the
Cooperative can be found on our website, https://goldengrowers.com. We are
neither including nor incorporating by reference herein the information
contained on our corporate website. We are subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
Exchange Act requires us to file periodic reports and other information with the
Securities and Exchange Commission (“SEC”). The SEC maintains a website that
contains reports, proxy
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
the
Cooperative can be found on our website, https://goldengrowers.com. We are
neither including nor incorporating by reference herein the information
contained on our corporate website. We are subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
Exchange Act requires us to file periodic reports and other information with the
Securities and Exchange Commission (“SEC”). The SEC maintains a website that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. These materials may be
obtained electronically by accessing the SEC’s website at http://www.sec.gov.
Business Operations
The Cooperative is in the
business of providing value to its members by facilitating their delivery of
corn to the corn wet-milling facility owned by ProGold. We accomplish our
business on behalf of our members not through the ownership of assets such as a
plant and equipment, but 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 the Cooperative the right to receive distributions
from Pro
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
members by facilitating their delivery of
corn to the corn wet-milling facility owned by ProGold. We accomplish our
business on behalf of our members not through the ownership of assets such as a
plant and equipment, but 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 the Cooperative the right to receive distributions
from ProGold, also provides our members with additional value for the delivery
of their corn for processing. Cargill is also an integral part of our financial
success. Cargill provides the Cooperative grain services that allow us to
facilitate corn delivery to the ProGold facility at little or no expense. In
addition, the lease payments Cargill makes to ProGold that are in turn
distributed to the Cooperative provide us with the cash to make distributions to
our members.
Ownership in ProGold
Prior to March 1, 2022, the
Cooperative and American Crystal owned a 49% interest and 51% in ProGold,
respectively. On April 4, 2017, ProGold and Cargill entered into a
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
at little or no expense. In
addition, the lease payments Cargill makes to ProGold that are in turn
distributed to the Cooperative provide us with the cash to make distributions to
our members.
Ownership in ProGold
Prior to March 1, 2022, the
Cooperative and American Crystal owned a 49% interest and 51% in ProGold,
respectively. On April 4, 2017, ProGold and Cargill entered into a Second
Amended and Restated Facility Lease (the “Facility Lease”), which commenced on
January 1, 2018 and continued through December 31, 2022. On the same day, the
Cooperative, Cargill, and American Crystal entered into a Consent Agreement,
effective on January 1, 2018 (the “Consent Agreement”), relating to the Facility
Lease and the Cooperative’s interest in ProGold, and Cargill and American
Crystal entered into an Option Agreement, effective on January 1, 2018 (the
“Option Agreement”), detailing the price, term and other conditions under which
American Crystal granted to Cargill an exclusive option (the “Option”) to
purchase a 50%
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
into a Consent Agreement,
effective on January 1, 2018 (the “Consent Agreement”), relating to the Facility
Lease and the Cooperative’s interest in ProGold, and Cargill and American
Crystal entered into an Option Agreement, effective on January 1, 2018 (the
“Option Agreement”), detailing the price, term and other conditions under which
American Crystal granted to Cargill an exclusive option (the “Option”) to
purchase a 50% interest in ProGold from American Crystal during the first four
years of the Facility Lease. Under the Consent Agreement, the Cooperative
approved and consented to the transfer of the 50% interest in ProGold from
American Crystal to Cargill in the event Cargill exercised its option. The
Cooperative also secured the right to purchase American Crystal’s remaining 1%
interest in ProGold for a base price ranging from $1.7 million to $1.3 million,
depending on the timing of Cargill’s notification to American Crystal of its
intention to exercise its option. The Cooperative was also required to pay to
American Crystal a capital adjustment in an amount equal to 1% of the portion of
costs that had not been paid
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
exercised its option. The
Cooperative also secured the right to purchase American Crystal’s remaining 1%
interest in ProGold for a base price ranging from $1.7 million to $1.3 million,
depending on the timing of Cargill’s notification to American Crystal of its
intention to exercise its option. The Cooperative was also required to pay to
American Crystal a capital adjustment in an amount equal to 1% of the portion of
costs that had not been paid by Cargill to ProGold through additional rent with
respect to certain projects at the facility.
Cargill exercised its Option
under the Option Agreement to purchase a 50% interest in ProGold from American
Crystal. Simultaneously with the exercise of the Option, the Cooperative,
pursuant to the Consent Agreement, elected to purchase American Crystal’s
remaining 1% interest in ProGold. As a result of these transactions, effective
March 1, 2022, the Cooperative and Cargill each own a 50% interest in
ProGold.
In connection with Cargill’s
exercise of its Option under the Option Agreement, the Cooperative, Cargill and
ProGold entered into that certain ProGold Limited Liability Company Agreement
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
the Cooperative,
pursuant to the Consent Agreement, elected to purchase American Crystal’s
remaining 1% interest in ProGold. As a result of these transactions, effective
March 1, 2022, the Cooperative and Cargill each own a 50% interest in
ProGold.
In connection with Cargill’s
exercise of its Option under the Option Agreement, the Cooperative, Cargill and
ProGold entered into that certain ProGold Limited Liability Company Agreement
(the “Operating Agreement”), effective March 1, 2022, in order to set forth the
structure, governance and operation of ProGold according to certain operational
principles and other guidelines described in the Consent Agreement. Beginning
March 1, 2022, the Cooperative allocated 50% of the profits and losses of
ProGold and received 50% of any cash that is distributed to ProGold’s members.
Under the Operating Agreement,
ProGold’s board of governors is comprised of six members (each, a “Governor”),
with three members appointed by each of the Cooperative and Cargill. The
affirmative vote of a majority of the Governors is required to, among other
actions, approve capital projects in excess of $1
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
the Cooperative allocated 50% of the profits and losses of
ProGold and received 50% of any cash that is distributed to ProGold’s members.
Under the Operating Agreement,
ProGold’s board of governors is comprised of six members (each, a “Governor”),
with three members appointed by each of the Cooperative and Cargill. The
affirmative vote of a majority of the Governors is required to, among other
actions, approve capital projects in excess of $1 million, approve infrastructure projects, approve any changes to current and
future leases, and appoint one or more managers of ProGold. In addition to the
affirmative vote of a majority of the Governors, certain fundamental actions,
such as a merger or consolidation, sale or liquidation of substantially all of
the assets of ProGold, a dissolution of ProGold, the approval of new members, or
the approval of loans to ProGold by members requires the unanimous approval of
the members. Neither the Cooperative nor Cargill may sell or transfer its
interest in ProGold to any third party without the other party’s consent.
Additionally, each party has a right of first refusal to purchase the other’s
interest in ProGold if such party receives an offer for or
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
ation of substantially all of
the assets of ProGold, a dissolution of ProGold, the approval of new members, or
the approval of loans to ProGold by members requires the unanimous approval of
the members. Neither the Cooperative nor Cargill may sell or transfer its
interest in ProGold to any third party without the other party’s consent.
Additionally, each party has a right of first refusal to purchase the other’s
interest in ProGold if such party receives an offer for or desires to sell its
interest.
In the event any Cargill
Competitor (as defined in the Operating Agreement) acquires an equity interest
in the Cooperative, Cargill will have a sixty-day option to purchase all of the
membership interest in ProGold held by the Cooperative for a purchase price of
$81 million plus 50% of the remaining lease payments due under the Facility
Lease through the closing date of such sale. Further, if a Triggering Event (as
defined in the Operating Agreement) occurs, the Cooperative and Cargill will
expeditiously and in good faith work together to finalize a joint venture
agreement for the structure, governance and operation of ProGold according to
certain operating principles and other guideline terms
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
by the Cooperative for a purchase price of
$81 million plus 50% of the remaining lease payments due under the Facility
Lease through the closing date of such sale. Further, if a Triggering Event (as
defined in the Operating Agreement) occurs, the Cooperative and Cargill will
expeditiously and in good faith work together to finalize a joint venture
agreement for the structure, governance and operation of ProGold according to
certain operating principles and other guideline terms. If a joint venture
agreement is agreed to, the Cooperative will reimburse Cargill for 50% of the
undepreciated capital expense associated with approved projects. If the
Cooperative and Cargill are unable to agree on terms for a joint venture
agreement, Cargill agrees to purchase the Cooperative’s 50% interest in ProGold
for $81 million and half of any remaining lease payments due through December
31, 2026.
Also in connection with the
Option exercise, ProGold and Cargill entered into that certain First Amendment
to Second Amended and Restated Facility Lease, effective March 1, 2022,
extending the term of the Facility Lease through December 31, 2026.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
agreement, Cargill agrees to purchase the Cooperative’s 50% interest in ProGold
for $81 million and half of any remaining lease payments due through December
31, 2026.
Also in connection with the
Option exercise, ProGold and Cargill entered into that certain First Amendment
to Second Amended and Restated Facility Lease, effective March 1, 2022,
extending the term of the Facility Lease through December 31, 2026. Under the
terms of the amended Facility Lease, Cargill paid ProGold an annual lease
payment of $15.5 million in 2021 and 2022, will pay an annual lease payment of
$15.5 million in 2023, and $16 million in 2024 through 2026. Cargill also agreed
to pay the Cooperative $1.29 million at closing as an early buyout of previously
committed and deployed capital projects.
The wet-milling facility was
built in 1995. As processing facilities age, more extensive maintenance becomes
necessary to keep the facility in good working order. During the term of the
Facility Lease, Cargill will deploy capital for several approved projects
estimated at $25
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
16 million in 2024 through 2026. Cargill also agreed
to pay the Cooperative $1.29 million at closing as an early buyout of previously
committed and deployed capital projects.
The wet-milling facility was
built in 1995. As processing facilities age, more extensive maintenance becomes
necessary to keep the facility in good working order. During the term of the
Facility Lease, Cargill will deploy capital for several approved projects
estimated at $25 million. Cargill will have a leasehold interest in these
capital projects and will receive the benefit of depreciation during the term of
the Facility Lease. Additionally, ProGold agreed to pay at least $750,000 in
2022 and 2023, and $500,000 in 2024 through 2026, for infrastructure maintenance
and may also be required to pay additional sums in order to make certain capital
improvements. The payments will reduce any income available for ProGold’s
members at the time of such expenses. The Cooperative and Cargill would
experience any such reduction in ProGold’s income proportionately based on their
percentage ownership of ProGold.
Membership and Delivery Obligations
Annually, the Cooperative is
required
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
500,000 in 2024 through 2026, for infrastructure maintenance
and may also be required to pay additional sums in order to make certain capital
improvements. The payments will reduce any income available for ProGold’s
members at the time of such expenses. The Cooperative and Cargill would
experience any such reduction in ProGold’s income proportionately based on their
percentage ownership of ProGold.
Membership and Delivery Obligations
Annually, the Cooperative is
required to deliver approximately 15,490,480 bushels of corn to Cargill for
processing at the ProGold facility. The Cooperative’s members deliver corn to
the ProGold facility on the Cooperative’s behalf to meet this delivery
obligation.
Any person residing in the United
States can own Units in the Cooperative as long as that person delivers or
provides for the delivery of corn for processing at the ProGold facility.
Ownership of our Units requires our members to deliver corn to the Cooperative
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 our members based on the volume of corn a member delivers or has
delivered. Subject
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
the United
States can own Units in the Cooperative as long as that person delivers or
provides for the delivery of corn for processing at the ProGold facility.
Ownership of our Units requires our members to deliver corn to the Cooperative
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 our members based on the volume of corn a member delivers or has
delivered. Subject to certain limitations, as long as a member patronizes the
Cooperative by delivering corn in proportion 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, we 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 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 us either at the ProGold facility or
another location designated by the Cooperative.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
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 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 us either at the ProGold facility or
another location designated by the Cooperative. Under Method B, a member
appoints us as its agent to arrange for the acquisition and delivery of the
required bushels of corn on the member’s behalf.
In order to provide delivery
services to our members in the most cost-effective manner, the Cooperative has
entered into an agreement with Cargill whereby 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 the Cooperative pays to the member is equal to
the price per bushel paid
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
into an agreement with Cargill whereby 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 the Cooperative pays to the member is equal to
the price per bushel paid by Cargill to acquire the corn as our agent. The
Cooperative pays members who deliver corn under Method A the market price or
contracted price for their corn at the time of delivery. Members who deliver
corn under Method A also 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. While the
Cooperative is financially responsible for the various payments to the members
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
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. 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, we notify Cargill of
the number of bushels of Method A corn to be delivered by each member who has
elected to deliver corn by Method A. Once we provide notification to Cargill of
the number of bushels 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 member
with a Method A corn commitment then directly contracts with Cargill for corn
delivered by Method A. At the end of each month Cargill reports the number
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
elected to deliver corn by Method A. Once we provide notification to Cargill of
the number of bushels 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 member
with a Method A corn commitment then directly contracts with Cargill for corn
delivered by Method A. At the end of each month Cargill reports the number of
Method A bushels delivered and the average daily price paid for corn that
Cargill purchased from members on the Cooperative’s behalf. The product of the
number of bushels delivered multiplied by the average monthly market price is
reported as Method A corn expense. In the event a member who has elected to
deliver corn by Method A 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. In the event a member who has elected to deliver corn by Method
A delivers to Cargill less than its committed amount of corn, the quantity of
the shortfall is then purchased and delivered by Cargill on our behalf. The
purchase price is equal
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
the event a member who has elected to
deliver corn by Method A 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. In the event a member who has elected to deliver corn by Method
A delivers to Cargill less than its committed amount of corn, the quantity of
the shortfall is then purchased and delivered by Cargill on our behalf. The
purchase price is equal to the average price reported for Method A corn for the
final month of the year. In addition, the Method A member with a shortfall will
be charged a purchased corn fee and agency fee determined by the Board of
Directors.
Cargill purchases the remainder
of the corn to be delivered by us on behalf of our Method B delivering members
at such time and in such quantities as it deems appropriate and in the best
interest of the Cooperative and Cargill. Each quarter, the Cooperative notifies
Cargill of the number of Method B bushels to be purchased during the quarter.
Cargill will certify to the Cooperative that it has purchased the necessary
Method B bushels. The price paid is reported as the Method B corn revenue,
cal
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YOU are a financial analyst. You are reading a report of a company.
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Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
the corn to be delivered by us on behalf of our Method B delivering members
at such time and in such quantities as it deems appropriate and in the best
interest of the Cooperative and Cargill. Each quarter, the Cooperative notifies
Cargill of the number of Method B bushels to be purchased during the quarter.
Cargill will certify to the Cooperative that it has purchased the necessary
Method B bushels. The price paid is reported as the Method B corn revenue,
calculated by multiplying the weighted average price for Method A corn delivered
during the quarter by the number of Method B bushels delivered during the
quarter.
In exchange for the services set
forth above with respect to handling our member’s delivery of corn to the
wet-milling facility, we paid Cargill an annual fee of $60,000 in 2022. This fee
was paid in quarterly installments. In addition, we also pay Cargill a
per-bushel fee if a Method A member fails to deliver corn. This amount is in
addition to any reimbursement we are required to pay Cargill for a Method A
member’s failure to deliver. All of our agreements with Cargill terminate at the
expiration of the
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
facility, we paid Cargill an annual fee of $60,000 in 2022. This fee
was paid in quarterly installments. In addition, we also pay Cargill a
per-bushel fee if a Method A member fails to deliver corn. This amount is in
addition to any reimbursement we are required to pay Cargill for a Method A
member’s failure to deliver. All of our agreements with Cargill terminate at the
expiration of the Facility Lease between Cargill and ProGold.
Allocation of Income and/or
Losses
When members deliver corn to the
Cooperative for processing at the facility, they are paid a market price for the
corn that is delivered. In addition, members have a right to receive added value
for the efforts in the form of patronage based on each member’s proportionate
share of the Cooperative’s income from ProGold that is derived primarily from
Cargill’s lease of the facility.
Our Third Amended and Restated
Bylaws (“Bylaws”) establish a Method A delivery pool and a Method B delivery
pool. Generally, our income and/or losses are allocated annually based on the
percentage of bushels of corn our members elect to deliver using either
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
receive added value
for the efforts in the form of patronage based on each member’s proportionate
share of the Cooperative’s income from ProGold that is derived primarily from
Cargill’s lease of the facility.
Our Third Amended and Restated
Bylaws (“Bylaws”) establish a Method A delivery pool and a Method B delivery
pool. Generally, our income and/or losses are allocated annually based on the
percentage of bushels of corn our members elect to deliver using either Method A
or Method B. Regardless of the actual percentage allocation between our members
who deliver bushels of corn using Method A or Method B, our Bylaws require us to
annually allocate at least 25% of our income and/or losses to the Method A pool.
The amount of our 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 our members using Method A.
If less than 25% of the bushels
of corn are delivered by members using Method A, the members who elect Method A
will be allocated 25% of our income and/or losses even though they deliver less
than 25% of the bushels
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
.
The amount of our 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 our members using Method A.
If less than 25% of the bushels
of corn are delivered by members using Method A, the members who elect Method A
will be allocated 25% of our income and/or losses even though they deliver less
than 25% of the bushels of corn obligated to be delivered by us to Cargill. As a
result of this requirement, a Method A member may receive a greater proportionate allocation of our income and/or losses
than a Method B member who contracted to have the same amount of corn delivered.
For each of the 2021 and 2022
fiscal years, our members elected to and delivered 27% of the bushels of corn by
Method A and 73% of the bushels of corn by Method B. For each year, this
resulted in 27% of our income and/or losses and 27% of any cash distributions
being allocated to the Method A pool. This reflects the actual percentage of
members who elected to deliver corn using Method A and
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
each of the 2021 and 2022
fiscal years, our members elected to and delivered 27% of the bushels of corn by
Method A and 73% of the bushels of corn by Method B. For each year, this
resulted in 27% of our income and/or losses and 27% of any cash distributions
being allocated to the Method A pool. This 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 our governing documents.
Government Regulations and Environmental Compliance
The Cooperative does not
anticipate any material effects of governmental regulations on its business. To
the extent government regulations, including environmental regulations, require
certain capital improvements to the ProGold facility, ProGold may be required to
pay for such improvements. The payments would reduce any income available for
the Cooperative, as a member of ProGold, at the times of such expenses. We do
not expect that the cost of complying with these regulations will have a
material impact on our distribution from ProGold for the current fiscal year.
Employees
As of December 31, 2022, the
Cooperative had 1
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YOU are a financial analyst. You are reading a report of a company.
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cik:1489874
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name:Golden Growers Cooperative
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require
certain capital improvements to the ProGold facility, ProGold may be required to
pay for such improvements. The payments would reduce any income available for
the Cooperative, as a member of ProGold, at the times of such expenses. We do
not expect that the cost of complying with these regulations will have a
material impact on our distribution from ProGold for the current fiscal year.
Employees
As of December 31, 2022, the
Cooperative had 1 full-time employee, Executive Vice President, Scott
Stofferahn, who serves in the capacity of chief executive officer and chief
financial officer.
Competition
As a grower-owned cooperative
whose members are contractually obligated to deliver corn, the Cooperative
generally does not face competition in the marketplace for corn. More
importantly, its governing documents and contractual arrangements with Cargill
contain contractual incentives for growers to deliver corn to the Cooperative
and not to another processor. Even if members do not fully satisfy their
delivery commitments, there are sufficient supplies of corn to be purchased in
the open market to meet any contract obligations to Cargill, with any costs to
be charged to the defaulting member.
The Cooperative was formed in
1994 by
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
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Text:
face competition in the marketplace for corn. More
importantly, its governing documents and contractual arrangements with Cargill
contain contractual incentives for growers to deliver corn to the Cooperative
and not to another processor. Even if members do not fully satisfy their
delivery commitments, there are sufficient supplies of corn to be purchased in
the open market to meet any contract obligations to Cargill, with any costs to
be charged to the defaulting member.
The Cooperative was formed in
1994 by a group of corn growers with a goal of adding value to the corn they
delivered for processing. Members invested in the Cooperative with the goal of
creating a facility where they could not only find a certain market for their
corn but where they could also benefit from a long term investment in a value
added enterprise such as the ProGold facility. There is no competition in
attracting members to the Cooperative and its services. Other grain shippers and
corn processing facilities in the region provide competition for the purchase of
corn from members, but most do not provide the opportunity for membership or
partial ownership and any resulting additional profits from the operation or
lease of their facilities.
Item 1A. RISK FACTORS
As a smaller reporting company,
we
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
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term investment in a value
added enterprise such as the ProGold facility. There is no competition in
attracting members to the Cooperative and its services. Other grain shippers and
corn processing facilities in the region provide competition for the purchase of
corn from members, but most do not provide the opportunity for membership or
partial ownership and any resulting additional profits from the operation or
lease of their facilities.
Item 1A. RISK FACTORS
As a smaller reporting company,
we are not required to provide disclosure pursuant to this Item.
Item 1B. UNRESOLVED STAFF COMMENTS
As a smaller reporting company,
we are not required to provide disclosure pursuant to this Item.
Item 2. PROPERTIES
We lease executive office space
at 1002 Main Avenue West, Suite 5, West Fargo, ND 58078. The Cooperative’s
office space needs are limited and easily met by a market rate lease.
Item 3. LEGAL PROCEEDINGS
The Cooperative is not currently
involved in any legal proceedings. In addition, we are not aware of any
potential claims that could result in the commencement of legal proceedings.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
1002 Main Avenue West, Suite 5, West Fargo, ND 58078. The Cooperative’s
office space needs are limited and easily met by a market rate lease.
Item 3. LEGAL PROCEEDINGS
The Cooperative is not currently
involved in any legal proceedings. In addition, we are not aware of any
potential claims that could result in the commencement of legal proceedings.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
There is no established trading
market for our Units. To maintain our partnership tax status, members may not
trade their Units on an established securities market or readily trade Units on
a secondary market (or the substantial equivalent thereof). All transfers are
subject to approval by the Board of Directors and a determination that the
transfer will not cause us to be deemed a publicly traded partnership. In
accordance with the publicly traded partnership rules, the Cooperative has made
arrangements with FNC Ag Stock, LLC to serve as a qualified matching service for
our
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YOU are a financial analyst. You are reading a report of a company.
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
partnership tax status, members may not
trade their Units on an established securities market or readily trade Units on
a secondary market (or the substantial equivalent thereof). All transfers are
subject to approval by the Board of Directors and a determination that the
transfer will not cause us to be deemed a publicly traded partnership. In
accordance with the publicly traded partnership rules, the Cooperative has made
arrangements with FNC Ag Stock, LLC to serve as a qualified matching service for
our members.
Our Bylaws restrict the ability
of our members to transfer their Units. To help ensure that a secondary market
does not develop, our Bylaws prohibit transfers without the approval of our
Board of Directors. The Board of Directors will not approve transfers unless
they fall within “safe harbors” contained in the publicly traded partnership
rules under the Code and the related rules and regulations. Any transfers of
Units in violation of the publicly traded partnership rules or without the prior
consent of the Board of Directors will be invalid.
There are no outstanding warrants
or options to purchase, or securities convertible into, our Units. As of the
date hereof, there are 15,490,480 Units that are eligible for sale pursuant to
Rule 144
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Text:
within “safe harbors” contained in the publicly traded partnership
rules under the Code and the related rules and regulations. Any transfers of
Units in violation of the publicly traded partnership rules or without the prior
consent of the Board of Directors will be invalid.
There are no outstanding warrants
or options to purchase, or securities convertible into, our Units. As of the
date hereof, there are 15,490,480 Units that are eligible for sale pursuant to
Rule 144. We have not agreed to register any Units under the Securities Act for
sale by members.
Holders
As of the date hereof, there are
1,480 holders of the Cooperative’s Units determined by an examination of the
Cooperative’s equity records that the Cooperative maintains. Our Units are
uncertificated.
Distributions
The Cooperative, to the extent
cash is available, generally plans to make distributions to its members. The
Cooperative may make cash distributions at such time and in such amounts as
determined from time to time by our Board of Directors in its sole discretion;
provided that we must annually, on or before March 1 of each year, make a cash
distribution to our then current members equal to at least thirty percent (
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YOU are a financial analyst. You are reading a report of a company.
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cik:1489874
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name:Golden Growers Cooperative
exchange:
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maintains. Our Units are
uncertificated.
Distributions
The Cooperative, to the extent
cash is available, generally plans to make distributions to its members. The
Cooperative may make cash distributions at such time and in such amounts as
determined from time to time by our Board of Directors in its sole discretion;
provided that we must annually, on or before March 1 of each year, make a cash
distribution to our then current members equal to at least thirty percent (30%)
of the income allocated to members for the prior year. Any such cash
distributions shall be made in a uniform and equitable basis among the members
within a particular allocation pool on the basis of patronage. Such cash
distributions will be reduced by any tax withholding payments that are made on
the member’s behalf. For the fiscal year ended December 31, 2021, the
Cooperative made aggregate cash distributions to members of $6,041,000. For the
fiscal year ended December 31, 2022, the Cooperative made aggregate cash
distributions to members of $6,506,000. For more information regarding factors
considered by the Board of Directors in determining the amount of cash
distributions, see
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
withholding payments that are made on
the member’s behalf. For the fiscal year ended December 31, 2021, the
Cooperative made aggregate cash distributions to members of $6,041,000. For the
fiscal year ended December 31, 2022, the Cooperative made aggregate cash
distributions to members of $6,506,000. For more information regarding factors
considered by the Board of Directors in determining the amount of cash
distributions, see the section entitled “Liquidity and Capital Resources” in
Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations.
Securities Authorized for Issuance under Equity Compensation
Plans
The Cooperative currently has no
equity compensation plan.
Purchases of Equity Securities by Golden Growers
Cooperative
None.
Recent Sales of Unregistered Securities
None.
Item 6. [RESERVED]
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
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
|
YOU are a financial analyst. You are reading a report of a company.
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
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Text:
urchases of Equity Securities by Golden Growers
Cooperative
None.
Recent Sales of Unregistered Securities
None.
Item 6. [RESERVED]
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
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 for processing at the facility. 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.
The Cooperative sold
approximately 15.5 million bushels of corn on behalf of its members in each of
fiscal 2021 and 2022. The Cooperative recognized corn revenue of $107,409,000 in
fiscal 2022 as compared to $89,565,000 in fiscal 2021,
|
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name:Golden Growers Cooperative
exchange:
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B agency fee and expenses related to the Method A
incentive payments, required licensing and bonding expenses, and the service fee
paid to Cargill.
The Cooperative sold
approximately 15.5 million bushels of corn on behalf of its members in each of
fiscal 2021 and 2022. The Cooperative recognized corn revenue of $107,409,000 in
fiscal 2022 as compared to $89,565,000 in fiscal 2021, an increase of 20% due
primarily to an increase in the price of corn sold. The Cooperative recognized
corn expense of $107,451,000 in fiscal 2022 and $89,605,000 in fiscal 2021, an
increase of 20% due primarily to an increase in the price of corn purchased.
In fiscal 2022, the Cooperative’s
members, on the Cooperative’s behalf, delivered to Cargill 4,161,000 bushels of
corn using Method A and 11,329,000 bushels of corn using Method B. In fiscal
2021, the Cooperative’s members, on the Cooperative’s behalf, delivered to
Cargill 4,141,000 bushels of corn using
|
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name:Golden Growers Cooperative
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20% due primarily to an increase in the price of corn purchased.
In fiscal 2022, the Cooperative’s
members, on the Cooperative’s behalf, delivered to Cargill 4,161,000 bushels of
corn using Method A and 11,329,000 bushels of corn using Method B. In fiscal
2021, the Cooperative’s members, on the Cooperative’s behalf, delivered to
Cargill 4,141,000 bushels of corn using Method A and 11,349,000 bushels of corn
using Method B. In each of fiscal 2022 and 2021, the Cooperative recognized
incentive fee expense of $208,000 and agency fee income of $227,000 for this
period as well as $60,000 of expense for Cargill’s services as our agent in
connection with the Cooperative’s corn marketing operation.
The Cooperative derived
$6,751,000 of income from ProGold in fiscal year 2022, a decrease of $1,667,000
or 19.8% as compared to $8,418,000 of income in fiscal 2021. The decrease in
income received from ProGold was due primarily to a decrease
|
YOU are a financial analyst. You are reading a report of a company.
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cik:1489874
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name:Golden Growers Cooperative
exchange:
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Text:
period as well as $60,000 of expense for Cargill’s services as our agent in
connection with the Cooperative’s corn marketing operation.
The Cooperative derived
$6,751,000 of income from ProGold in fiscal year 2022, a decrease of $1,667,000
or 19.8% as compared to $8,418,000 of income in fiscal 2021. The decrease in
income received from ProGold was due primarily to a decrease in supplemental
lease revenue in 2022 compared to 2021.
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
fiscal 2022 were $537,000, an increase of $52,000 or 11% as compared to fiscal
2021. The increase was due primarily to increased legal and general
administrative costs.
Other Income
Other income for the fiscal year
ended December 31, 2022, was $508,000 compared to $137,000 for the fiscal year
ended December 31, 2021. The increase was due primarily to increased investment
income. Realized
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cik:1489874
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name:Golden Growers Cooperative
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Text:
2022 were $537,000, an increase of $52,000 or 11% as compared to fiscal
2021. The increase was due primarily to increased legal and general
administrative costs.
Other Income
Other income for the fiscal year
ended December 31, 2022, was $508,000 compared to $137,000 for the fiscal year
ended December 31, 2021. The increase was due primarily to increased investment
income. Realized gain(loss) on investments for the fiscal year ended December
31, 2022, was $286,000 as compared to $0 for the same respective period in
2021.
Liquidity and Capital Resources
The Cooperative’s working capital
was $6,969,000 at December 31, 2022 and $5,935,000 at December 31, 2021. The
increased working capital in 2022 as compared to 2021 was primarily a result of
increased ProGold distributions received during 2022 as compared to 2021.
The Cooperative received cash
distributions from ProGold totaling $9,595,000 in fiscal 2022 and $4,589,000 in
fiscal 202
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Text:
,000 at December 31, 2022 and $5,935,000 at December 31, 2021. The
increased working capital in 2022 as compared to 2021 was primarily a result of
increased ProGold distributions received during 2022 as compared to 2021.
The Cooperative received cash
distributions from ProGold totaling $9,595,000 in fiscal 2022 and $4,589,000 in
fiscal 2021. Increased ProGold LLC distributions are related to the distribution
of ProGold reserves prior to the change in ownership of ProGold on March 1,
2022. The Cooperative paid cash distributions to its members totaling $6,506,000
in fiscal 2022 and $6,041,000 in fiscal 2021.
In fiscal 2018, the Cooperative
invested a portion of its cash reserves in bonds. To ensure that the Cooperative
would have access to cash if needed before the maturity of the bonds, the
Cooperative also established a $2,000,000 line of credit with a variable
interest rate based on the prime rate that terminates on October 16, 2024. The
line of credit is secured by the Investment
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cik:1489874
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name:Golden Growers Cooperative
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$6,041,000 in fiscal 2021.
In fiscal 2018, the Cooperative
invested a portion of its cash reserves in bonds. To ensure that the Cooperative
would have access to cash if needed before the maturity of the bonds, the
Cooperative also established a $2,000,000 line of credit with a variable
interest rate based on the prime rate that terminates on October 16, 2024. The
line of credit is secured by the Investment Management Agency account for Golden
Growers maintained by Bell Bank. There was no outstanding balance as of December
31, 2022.
The Cooperative had no long-term
debt as of December 31, 2022 and December 31, 2021.
The Cooperative used operating
cash flows of $410,000 for the fiscal year ended December 31, 2022 and $384,000
for the fiscal year ended December 31, 2021. The increased use of operating cash
flows is primarily due to timing of payments for operating costs.
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
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
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Text:
Cooperative used operating
cash flows of $410,000 for the fiscal year ended December 31, 2022 and $384,000
for the fiscal year ended December 31, 2021. The increased use of operating cash
flows is primarily due to timing of payments for operating costs.
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.
Critical Accounting Estimates
Management’s estimate of the
carrying value of the investment in ProGold is based on historical cost plus its
pro-rata share of ProGold’s net income and additional paid-in capital less
distributions received from ProGold.
The Cooperative 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,
2022. The quarterly Method B bushel delivery and agency fee revenue was
calculated by allocating the portion of the total annual agency fee for a
particular quarter
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YOU are a financial analyst. You are reading a report of a company.
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
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filing_type:10-K
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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,
2022. The quarterly Method B bushel delivery and agency fee revenue was
calculated by allocating the portion of the total annual agency fee for a
particular quarter or cumulating it for the particular period. The annual Method
B bushel delivery and agency fee revenue is confirmed at the conclusion of the
fiscal year. 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 Cooperative has determined
corn revenue and corn expense for Method B deliveries based on the average
quarterly cost per bushel paid by Cargill to the Cooperative
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cik:1489874
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name:Golden Growers Cooperative
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filing_type:10-K
Text:
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 Cooperative has determined
corn revenue and corn expense for Method B deliveries based on the average
quarterly cost per bushel paid by Cargill to the Cooperative’s members for
Method A quarterly deliveries.
Recent Accounting Pronouncements
There are no recent accounting
pronouncements issued or adopted that have a significant impact to the
cooperative.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
As a smaller reporting company,
we are not required to provide disclosure pursuant to this Item.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The Cooperative’s financial
statements for the fiscal years ended December 31, 2021 and 2022 have been
audited to the extent indicated in this report by Widmer Roel PC, an independent
registered public accounting firm. The financial statements have been prepared
in accordance with generally accepted accounting principles
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
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Text:
ET RISK
As a smaller reporting company,
we are not required to provide disclosure pursuant to this Item.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The Cooperative’s financial
statements for the fiscal years ended December 31, 2021 and 2022 have been
audited to the extent indicated in this report by Widmer Roel PC, an independent
registered public accounting firm. The financial statements have been prepared
in accordance with generally accepted accounting principles and are included in
Appendix A of this report.
Item 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of
the Exchange Act, the person serving as the Cooperative’s chief executive
officer and chief financial officer has reviewed and evaluated, as of the end of
the period covered by this report, the effectiveness of the Cooperative’s
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e) promulgated under the Exchange Act). Based on
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
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Disclosure Controls and Procedures
As required by Rule 13a-15(b) of
the Exchange Act, the person serving as the Cooperative’s chief executive
officer and chief financial officer has reviewed and evaluated, as of the end of
the period covered by this report, the effectiveness of the Cooperative’s
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e) promulgated under the Exchange Act). 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 Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Security and Exchange Commission’s
rules and forms, including ensuring that such information is accumulated and
communicated to the Cooperative’s management, including the chief executive
officer and the chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.
Management’s Report on Internal Control over Financial
Reporting
Management is responsible for
establishing and maintaining adequate internal control over
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cik:1489874
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name:Golden Growers Cooperative
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or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Security and Exchange Commission’s
rules and forms, including ensuring that such information is accumulated and
communicated to the Cooperative’s management, including the chief executive
officer and the chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.
Management’s Report on Internal Control over Financial
Reporting
Management is responsible for
establishing and maintaining adequate internal control over financial reporting
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal
control over financial reporting is a process designed 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.
All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, because of changes in conditions, the
effectiveness of internal control may vary over time.
Management assessed the
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
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statements for external purposes in accordance with generally
accepted accounting principles.
All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, because of changes in conditions, the
effectiveness of internal control may vary over time.
Management assessed the
effectiveness of the Cooperative’s internal control over financial reporting as
of December 31, 2022, using criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework (2013 framework) and concluded that the Company
maintained effective internal control over financial reporting as of December
31, 2022 based on these criteria.
This annual report does not
include an attestation report of the Cooperative’s registered public accounting
firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by the Cooperative’s registered public accounting
firm pursuant to rules of the Securities and Exchange Commission that permit the
Cooperative to provide only management’s report in this
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YOU are a financial analyst. You are reading a report of a company.
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ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
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3 framework) and concluded that the Company
maintained effective internal control over financial reporting as of December
31, 2022 based on these criteria.
This annual report does not
include an attestation report of the Cooperative’s registered public accounting
firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by the Cooperative’s registered public accounting
firm pursuant to rules of the Securities and Exchange Commission that permit the
Cooperative to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There were no changes in the
Cooperative’s internal control 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 Company’s internal control over
financial reporting.
Item 9B. OTHER INFORMATION
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
The Cooperative’s Board of
Directors consists of nine directors, including two District Directors from each
of three geographic districts, North, Central and South, and three directors
serving as Directors-at-Large. District Directors must belong to the district
they represent and be elected by a majority
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cik:1489874
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name:Golden Growers Cooperative
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filing_type:10-K
Text:
internal control over
financial reporting.
Item 9B. OTHER INFORMATION
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
The Cooperative’s Board of
Directors consists of nine directors, including two District Directors from each
of three geographic districts, North, Central and South, and three directors
serving as Directors-at-Large. District Directors must belong to the district
they represent and be elected by a majority of the members from their geographic
district voting in an election for that purpose. Directors-at-Large may come
from any district, but must be elected by a majority of all members voting in an
election for that purpose. Except as further described herein, directors are
elected to serve three-year terms. A director cannot serve more than four
consecutive full three-year terms on the Board.
Regardless of the type of
directorship, director nominees must be members of the Cooperative holding Units
of the Cooperative. In the case of a holder of Units who is other than a natural
person, a duly appointed or elected representative of such member may serve as a
director.
Each year, three directors are
elected through the use of mailed ballots with notice of
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
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Text:
lected to serve three-year terms. A director cannot serve more than four
consecutive full three-year terms on the Board.
Regardless of the type of
directorship, director nominees must be members of the Cooperative holding Units
of the Cooperative. In the case of a holder of Units who is other than a natural
person, a duly appointed or elected representative of such member may serve as a
director.
Each year, three directors are
elected through the use of mailed ballots with notice of the annual meeting
provided to members qualified to vote as of the record date. However, pursuant
to transitional voting as set forth in Bylaws, in the 2023 Annual Election,
members from the North district will elect one District Director to serve a
two-year term, members from the Central district will elect one District
Director for a three-year term, and members from the South district will elect
one District Director for a three-year term. All members qualified to vote as of
the record date will be provided a mail ballot to elect one Director-at-Large
for a three-year term. Election results shall be determined based on timely
received mailed ballots and ballots collected at the annual meeting of the
members.
Each person’s experience,
qualifications, attributes or
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members from the Central district will elect one District
Director for a three-year term, and members from the South district will elect
one District Director for a three-year term. All members qualified to vote as of
the record date will be provided a mail ballot to elect one Director-at-Large
for a three-year term. Election results shall be determined based on timely
received mailed ballots and ballots collected at the annual meeting of the
members.
Each person’s experience,
qualifications, attributes or skills to serve as a director are determined by
the voting members and are not reviewed or otherwise considered by the
Cooperative before any election. The Cooperative does not have a nominating
committee. A qualified member indicates his or her interest to serve by
submitting a petition no later than twenty-one days before the annual meeting.
If a member from a particular district, or from the general pool, does not come
forward indicating a desire to run for election to serve as a director, then
that seat on the Board of Directors becomes or remains unfilled.
The Cooperative’s Board officers
consist of a Chairperson, First Vice Chairperson, Second Vice Chairperson,
Treasurer and Secretary of the Board. These board offices are populated by
members of the
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name:Golden Growers Cooperative
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no later than twenty-one days before the annual meeting.
If a member from a particular district, or from the general pool, does not come
forward indicating a desire to run for election to serve as a director, then
that seat on the Board of Directors becomes or remains unfilled.
The Cooperative’s Board officers
consist of a Chairperson, First Vice Chairperson, Second Vice Chairperson,
Treasurer and Secretary of the Board. These board offices are populated by
members of the Board of Directors who are elected by and at the discretion of
the Board of Directors. Each of these individual’s experience, qualifications,
attributes and skills to serve in their capacity as a board officer are
determined by the members of the Board of Directors who are voting to place
these individuals in these offices.
The name, age, position, district and term details of each of
the directors and the Cooperative’s Named Executive Officer are as follows:
Director
Term Expires
Name and
Position
Age
District
Since
Mark Harless (Chairperson)
66
North
2011
2023
Brett Johnson (Vice Chairperson)
55
Central
2013
2025
Blane Benedict (Director)
62
North
2022
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these individuals in these offices.
The name, age, position, district and term details of each of
the directors and the Cooperative’s Named Executive Officer are as follows:
Director
Term Expires
Name and
Position
Age
District
Since
Mark Harless (Chairperson)
66
North
2011
2023
Brett Johnson (Vice Chairperson)
55
Central
2013
2025
Blane Benedict (Director)
62
North
2022
2024
Richard Bot (Director)
68
South
2017
2023
Matthew Hasbargen (Secretary)
51
At Large
2013
2025
Scott Jetvig (Treasurer)
56
At Large
2015
2024
Chris Johnson (Director)
66
Central
2022
2023
Brady Koehl (Director)
29
At Large
2022
2023
Larry Vipond (Director)
72
South
2015
2024
Executive Officer
Scott Stofferahn
65
10
Below is the biographical information of each director and our
Named Executive Officer.
Blane Benedict. Mr. Benedict was elected in March 2022
for a two-year term
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name:Golden Growers Cooperative
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Chris Johnson (Director)
66
Central
2022
2023
Brady Koehl (Director)
29
At Large
2022
2023
Larry Vipond (Director)
72
South
2015
2024
Executive Officer
Scott Stofferahn
65
10
Below is the biographical information of each director and our
Named Executive Officer.
Blane Benedict. Mr. Benedict was elected in March 2022
for a two-year term. Mr. Benedict has farmed near Sabin, MN since 1980 . Mr.
Benedict also operates a farm business management company. Mr. Benedict attended
North Dakota State University and later received a degree in Farm Business
Management from Northland Community and Technical College. He is a director and
former Chair of Agrasure, a MN farmers-only Workers Compensation Insurance
Agency and has served as council chairperson of his church.
Richard Bot. Mr. Bot has been a director since March
2017. Mr. Bot farms in partnership with his brother near Minneota, MN where he
raises feed grains and feeder lambs. From 1990 to 1996, Mr. Bot served on the
Yellow Medicine Watershed board. Mr. Bot
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. He is a director and
former Chair of Agrasure, a MN farmers-only Workers Compensation Insurance
Agency and has served as council chairperson of his church.
Richard Bot. Mr. Bot has been a director since March
2017. Mr. Bot farms in partnership with his brother near Minneota, MN where he
raises feed grains and feeder lambs. From 1990 to 1996, Mr. Bot served on the
Yellow Medicine Watershed board. Mr. Bot has been a clerk of the Westerheim
Township Board since 2002. Mr. Bot is currently a member of the of the Minnesota
Rotary Club where he has served as President and as Assistant District Governor.
Mr. Bot has a Bachelor of Science degree in Animal Science from South Dakota
State University. Mr. Bot is seeking reelection in the Cooperative’s 2023 Annual
Election.
Mark L. Harless. Mr. Harless has been a director since
March of 2011 and Chairperson since March 2015. He previously served as Vice
Chairperson from March 2013 to March 2015. Mr. Harless has farmed near Moorhead,
Minnesota, since 1985. Mr. Harless serves as
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name:Golden Growers Cooperative
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Text:
Animal Science from South Dakota
State University. Mr. Bot is seeking reelection in the Cooperative’s 2023 Annual
Election.
Mark L. Harless. Mr. Harless has been a director since
March of 2011 and Chairperson since March 2015. He previously served as Vice
Chairperson from March 2013 to March 2015. Mr. Harless has farmed near Moorhead,
Minnesota, since 1985. Mr. Harless serves as President of the Lee Bean and Seed,
Inc., an edible bean elevator located in Borup, Minnesota, where he has been
employed since 1985. Mr. Harless received his Bachelor of Science degree in
Communications from Concordia College. Mr. Harless has reached the term
limitation for serving on the Cooperative’s Board of Directors and, therefore,
is not eligible to be re-elected in the Cooperative’s 2023 Annual Election. The
Cooperative thanks Mr. Harless for his years of service.
Matt Hasbargen. Mr. Hasbargen has been a director since
March 2013, Secretary since March 2015, and Chairperson of the Strategic
Planning Committee since March 2020. He farms near Bre
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cik:1489874
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name:Golden Growers Cooperative
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reached the term
limitation for serving on the Cooperative’s Board of Directors and, therefore,
is not eligible to be re-elected in the Cooperative’s 2023 Annual Election. The
Cooperative thanks Mr. Harless for his years of service.
Matt Hasbargen. Mr. Hasbargen has been a director since
March 2013, Secretary since March 2015, and Chairperson of the Strategic
Planning Committee since March 2020. He farms near Breckenridge, Minnesota with
his father and brother. In the winter months he works for AgCountry Farm Credit
Services as a Senior Insurance Specialist, Trainer. Prior to returning home to
farm in 1999, Mr. Hasbargen worked for Minnesota Life in St. Paul, Minnesota
where he managed life insurance accounts for Farm Credit districts throughout
the United States. Mr. Hasbargen holds an Economics degree from Concordia
College.
Scott Jetvig. Mr. Jetvig has been a director since March
2015 and as Second Vice-Chairperson since March 2022. Mr. Jetvig has farmed near
Hawley, Minnesota since 1987. In addition to his individual farming operation,
Mr. Jetvig is President
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. Paul, Minnesota
where he managed life insurance accounts for Farm Credit districts throughout
the United States. Mr. Hasbargen holds an Economics degree from Concordia
College.
Scott Jetvig. Mr. Jetvig has been a director since March
2015 and as Second Vice-Chairperson since March 2022. Mr. Jetvig has farmed near
Hawley, Minnesota since 1987. In addition to his individual farming operation,
Mr. Jetvig is President of SKJ Investments, Inc., an incorporated farming
operation. Mr. Jetvig served on Halstad Mutual Fire Insurance Company and Hawley
Lutheran Church boards. Mr. Jetvig holds Business Administration and Economics
degrees from Moorhead State University.
Brett Johnson. Mr. Johnson has been a director since
March 2013, 1st Vice Chairperson and Finance and Audit Committee Vice
Chairperson since March 2022. He farms in partnership with his brother near
Mooreton, ND where they raise corn, soybeans, and sunflowers. Mr. Johnson
previously served twenty one years as a Township Officer, twelve years on the
Wyndmere, ND School Board, and six years on the North Dakota Soybean Council.
|
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
Mr. Johnson has been a director since
March 2013, 1st Vice Chairperson and Finance and Audit Committee Vice
Chairperson since March 2022. He farms in partnership with his brother near
Mooreton, ND where they raise corn, soybeans, and sunflowers. Mr. Johnson
previously served twenty one years as a Township Officer, twelve years on the
Wyndmere, ND School Board, and six years on the North Dakota Soybean Council. He
holds a Bachelor of Science degree in Agricultural Economics from North Dakota
State University.
Chris Johnson. Mr. Johnson was elected as a director in
March 2022 for a one-year term. Previously Mr. Johnson served as a director from
2008 through 2020 when he reached his term limit. Mr. Johnson has farming
operations located near Great Bend, North Dakota, and has been farming since
1974. Mr. Johnson is the owner/operator of C and S Farms, Inc. Mr. Johnson
served on the Board of Directors for Farmers Elevator Co. of Hankinson, Great
Bend, & Mantador. Mr. Johnson has a Bachelor of Science Degree in
Agricultural Economics from North Dakota State University. Mr.
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name:Golden Growers Cooperative
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0 when he reached his term limit. Mr. Johnson has farming
operations located near Great Bend, North Dakota, and has been farming since
1974. Mr. Johnson is the owner/operator of C and S Farms, Inc. Mr. Johnson
served on the Board of Directors for Farmers Elevator Co. of Hankinson, Great
Bend, & Mantador. Mr. Johnson has a Bachelor of Science Degree in
Agricultural Economics from North Dakota State University. Mr. Johnson is not
seeking reelection in the Cooperative’s 2023 Annual Election. The Cooperative
thanks Mr. Johnson for his service.
Brady Koehl. Mr. Koehl was elected as a director in
March 2022 for a one-year term. Mr. Koehl is a Certified Public Accountant and
the controller at CR Koehl and Sons, Inc., his family’s farming operation
located in Hancock, MN. Mr. Koehl received a Bachelor of Science Degree in
Accounting with minors in Ag Business Management and Economics from Southwest
Minnesota State University. Prior to joining CR Koehl, Mr. Koehl was employed as
a public accountant with Conway, Deuth &.Schmiesing, PLL
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
Mr. Koehl is a Certified Public Accountant and
the controller at CR Koehl and Sons, Inc., his family’s farming operation
located in Hancock, MN. Mr. Koehl received a Bachelor of Science Degree in
Accounting with minors in Ag Business Management and Economics from Southwest
Minnesota State University. Prior to joining CR Koehl, Mr. Koehl was employed as
a public accountant with Conway, Deuth &.Schmiesing, PLLP. Mr. Koehl is
seeking reelection in the Cooperative’s 2023 Annual Election.
11
Lawrence A. Vipond. Mr. Vipond has been a director since
March 2015, Chairman of the Personnel and Compensation Committee since March
2020, and Treasurer since March 2022. Mr. Vipond has been farming since 1971 and
is a partner in Vipond Farms of Norcross, MN. Mr. Vipond previously served on
the New Horizons Board of Directors and the St. Charles Church Board. Mr. Vipond
also served as Chairman of the Herman Community Center Capital Fund Drive. Mr.
Vipond attended Fergus Falls Community College.
Scott Stofferahn
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
March
2020, and Treasurer since March 2022. Mr. Vipond has been farming since 1971 and
is a partner in Vipond Farms of Norcross, MN. Mr. Vipond previously served on
the New Horizons Board of Directors and the St. Charles Church Board. Mr. Vipond
also served as Chairman of the Herman Community Center Capital Fund Drive. Mr.
Vipond attended Fergus Falls Community College.
Scott Stofferahn. Mr. Stofferahn was elected Executive
Vice President, Chief Executive Officer and Chief Financial Officer of the
Cooperative effective October 15, 2012. Starting in March 2001, Mr. Stofferahn
worked as State Director for North Dakota Senator Kent Conrad. Prior to that, he
was the State Executive Director for the North Dakota Farm Service Agency from
1993 to 2001. Mr. Stofferahn has extensive public service experience including
serving in the North Dakota State House of Representatives from 1982 to 1992.
Mr. Stofferahn received his Bachelor of Science Degree from North Dakota State
University.
Audit Committee
The Audit Committee assists the
Board of Directors in fulfilling its oversight responsibilities relating to the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
Kent Conrad. Prior to that, he
was the State Executive Director for the North Dakota Farm Service Agency from
1993 to 2001. Mr. Stofferahn has extensive public service experience including
serving in the North Dakota State House of Representatives from 1982 to 1992.
Mr. Stofferahn received his Bachelor of Science Degree from North Dakota State
University.
Audit Committee
The Audit Committee assists the
Board of Directors in fulfilling its oversight responsibilities relating to the
Cooperative’s financial reporting and controls, the annual independent audit of
the Cooperative’s financial statements and the legal compliance and ethics
programs as established by management and the Board of Directors. The Audit
Committee selects the independent public accountants and approves the fees,
scope and procedural plans of the audits of the Cooperative’s financial
statements. The Audit Committee administers the Cooperative’s employee complaint
program and handles, on behalf of the full Board of Directors, any issues that
arise under the Cooperative’s Code of Ethics. The Audit Committee has a charter
that is available from the Cooperative upon request.
During fiscal year 2022, the
members of the Audit Committee were Brett Johnson, Chair, Richard Bot, Scott
Jetvig, Brady Koehl, and
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
plans of the audits of the Cooperative’s financial
statements. The Audit Committee administers the Cooperative’s employee complaint
program and handles, on behalf of the full Board of Directors, any issues that
arise under the Cooperative’s Code of Ethics. The Audit Committee has a charter
that is available from the Cooperative upon request.
During fiscal year 2022, the
members of the Audit Committee were Brett Johnson, Chair, Richard Bot, Scott
Jetvig, Brady Koehl, and Mark Harless. The Board of Directors of the Cooperative
has determined that Mr. Koehl is an “audit committee financial expert” as
defined by the Securities and Exchange Commission. See Item 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE regarding Mr.
Koehl’s independence.
Report of the Audit Committee
The Audit Committee has reviewed
and discussed with management and Widmer Roel our audited financial statements
contained in our Annual Report on Form 10-K for the fiscal year ended December
31, 2022. The Audit Committee also discussed with Widmer Roel the matters
required to be discussed pursuant to PCAOB AS 1301, which includes, among other
items,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
AND DIRECTOR INDEPENDENCE regarding Mr.
Koehl’s independence.
Report of the Audit Committee
The Audit Committee has reviewed
and discussed with management and Widmer Roel our audited financial statements
contained in our Annual Report on Form 10-K for the fiscal year ended December
31, 2022. The Audit Committee also discussed with Widmer Roel the matters
required to be discussed pursuant to PCAOB AS 1301, which includes, among other
items, matters related to the conduct of the audit of the Cooperative’s
financial statements.
The Audit Committee has received
and reviewed the written disclosures and the letter from Widmer Roel required by
the applicable requirements of the Public Company Accounting Oversight Board
regarding Widmer Roel’s communications with the Audit Committee concerning its
independence from the Cooperative and has discussed with Widmer Roel its
independence from the Cooperative.
Based on the review and
discussions referred to above, the Audit Committee recommended to the Board that
the audited financial statements be included in our Annual Report on Form 10-K
for our fiscal year ended December 31, 2022 for filing with the Securities and
Exchange Commission.
Audit Committee
Brett Johnson, Chair Richard Bot Scott
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
communications with the Audit Committee concerning its
independence from the Cooperative and has discussed with Widmer Roel its
independence from the Cooperative.
Based on the review and
discussions referred to above, the Audit Committee recommended to the Board that
the audited financial statements be included in our Annual Report on Form 10-K
for our fiscal year ended December 31, 2022 for filing with the Securities and
Exchange Commission.
Audit Committee
Brett Johnson, Chair Richard Bot Scott Jetvig Brady
Koehl Mark Harless
Code of Ethics
The Cooperative has adopted a
code of ethics that applies to its executive officer and directors of the
Cooperative. The Cooperative’s code of ethics is posted on its website. The
Cooperative intends to include on its website, within the time period required
by Form 8-K, any amendment to, or waiver from, a provision of our Code of Ethics that applies to its principal executive officer,
principal financial officer, principal accounting officer, controller, or
persons performing similar functions, that relates to any element of the Code of
Ethics definition enumerated in Item 406(b) of Regulation S-K.
12
Item 11. EXECUTIVE COMPENSATION
Compensation Discussion and
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
to include on its website, within the time period required
by Form 8-K, any amendment to, or waiver from, a provision of our Code of Ethics that applies to its principal executive officer,
principal financial officer, principal accounting officer, controller, or
persons performing similar functions, that relates to any element of the Code of
Ethics definition enumerated in Item 406(b) of Regulation S-K.
12
Item 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Cooperative only has a single
employee who serves in the capacity of its chief executive officer and chief
financial officer (our Named Executive Officer). The primary objective of the
Cooperative’s executive compensation program is to maintain a compensation
program that will fairly compensate the Named Executive Officer. In determining
the compensation of the Named Executive Officer, the Personnel and Compensation
Committee of the Board of Directors considers the financial condition and
operational performance of the Cooperative during the prior year.
The Personnel and Compensation
Committee may review the compensation practices of other companies, based in
part on market survey data and other statistical data relating to executive
compensation obtained through industry publications and other sources. The
Personnel and Compensation Committee does not intend to benchmark executive
comp
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
Executive Officer. In determining
the compensation of the Named Executive Officer, the Personnel and Compensation
Committee of the Board of Directors considers the financial condition and
operational performance of the Cooperative during the prior year.
The Personnel and Compensation
Committee may review the compensation practices of other companies, based in
part on market survey data and other statistical data relating to executive
compensation obtained through industry publications and other sources. The
Personnel and Compensation Committee does not intend to benchmark executive
compensation directly with other publicly traded companies or other companies
with which we may compete for potential executives since some of these
competitors are privately held companies for which executive compensation
information may not be available. However, the Personnel and Compensation
Committee may compare executive compensation as a whole with the compensation
packages of other companies for which survey data is available, and may also
compare the pay of individual executives if the jobs are sufficiently similar to
make the comparison meaningful.
Perquisites and Other Benefits
401(k) Plan
The Cooperative makes available a
401(k) plan for its Named Executive Officer. The Cooperative pays four percent
(4%) of employee’s annual salary into the plan, and the employee may make
additional contributions up to the lawful limits.
Employment
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
whole with the compensation
packages of other companies for which survey data is available, and may also
compare the pay of individual executives if the jobs are sufficiently similar to
make the comparison meaningful.
Perquisites and Other Benefits
401(k) Plan
The Cooperative makes available a
401(k) plan for its Named Executive Officer. The Cooperative pays four percent
(4%) of employee’s annual salary into the plan, and the employee may make
additional contributions up to the lawful limits.
Employment Agreements
Mr. Stofferahn is not party to an
employment agreement with the Cooperative.
Deferred Compensation Agreement
The Cooperative has not adopted
any bonus, profit sharing, or deferred compensation plans other than a pension
plan for which accruals were frozen as of January 1, 2013 and under which two
former employees receive benefits. In December 2022, the Cooperative approved a
resolution to terminate the pension plan on March 31, 2023. The Cooperative
anticipates that the process of terminating the plan will conclude in July
2024.
Compensation Policies and Practices and Risk Management
Mr. Stofferahn’s compensation is
set by the Board. In the event it is modified, such a modification is based on a
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-K
Text:
1, 2013 and under which two
former employees receive benefits. In December 2022, the Cooperative approved a
resolution to terminate the pension plan on March 31, 2023. The Cooperative
anticipates that the process of terminating the plan will conclude in July
2024.
Compensation Policies and Practices and Risk Management
Mr. Stofferahn’s compensation is
set by the Board. In the event it is modified, such a modification is based on a
performance evaluation conducted by our Personnel and Compensation Committee
that consists solely of members of the Board. As discussed throughout this
report, the revenue and expenses of the Cooperative directly relate to the price
of corn as well as the rental income received by ProGold and capital improvement
expenditures made by ProGold for the facility. Mr. Stofferahn has no control
over these factors. Based on this reality, no risks arise from the Cooperative’s
compensation policies and practices that are reasonably likely to have a
material adverse effect on its business operations.
13
Summary Executive Compensation Table
The following table sets forth,
for the last two calendar years, the dollar value of all compensation awarded
to, earned by or paid to Mr. Stofferahn.
All
|
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