Golden Growers Cooperative Files 2023 Annual Report on Form 10-K

TL;DR

<b>Golden Growers Cooperative has submitted its 2023 annual report detailing its financial performance and operations.</b>

AI Summary

Golden Growers Cooperative (GGROU) filed a Annual Report (10-K) with the SEC on March 15, 2024. Golden Growers Cooperative filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The cooperative is incorporated in Minnesota and its principal executive offices are located in West Fargo, North Dakota. The filing covers the fiscal year from January 1, 2023, to December 31, 2023. The cooperative's IRS Employer Identification Number is 27-1312571. The company's telephone number is 701-281-0468.

Why It Matters

For investors and stakeholders tracking Golden Growers Cooperative, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Golden Growers Cooperative's financial health, operational activities, and risk factors for the fiscal year 2023, which is crucial for investors and stakeholders to assess the cooperative's performance and outlook. As a cooperative, understanding its structure and reporting is key to grasping its business model, which may differ from traditional corporations, impacting how it serves its members and manages its assets.

Risk Assessment

Risk Level: low — Golden Growers Cooperative shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate red flags or significant new disclosures that would suggest elevated risk.

Analyst Insight

Review the full 10-K filing for detailed financial statements, management discussion, and risk factors to understand Golden Growers Cooperative's performance and strategic direction.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-03-15 — Filing Date (Filed as of date)
• 27-1312571 — IRS Number (I.R.S. Employer Identification Number)
• 701-281-0468 — Phone Number (Registrant's telephone number)

Key Players & Entities

• Golden Growers Cooperative (company) — Filer name and exact name of registrant
• Minnesota (location) — State of incorporation
• West Fargo, ND (location) — Address of principal executive offices
• 27-1312571 (organization_id) — I.R.S. Employer Identification Number
• 701-281-0468 (phone_number) — Registrant's telephone number
• December 31, 2023 (date) — Fiscal year end
• March 15, 2024 (date) — Filed as of date

FAQ

Industry Context

Golden Growers Cooperative operates within the agriculture services sector, providing services to its members.

Regulatory Implications

The filing is made in accordance with the Securities Exchange Act of 1934, specifically Section 13 or 15(d), requiring annual reports from public companies.

What Investors Should Do

1. Analyze the full 10-K for detailed financial statements and management's discussion and analysis.
2. Investigate the cooperative's business model and member services described in the business section.
3. Review any disclosed risk factors and their potential impact on the cooperative's operations.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2024-03-15: Filing Date — Date the Form 10-K was officially filed with the SEC.

Year-Over-Year Comparison

This is the initial 10-K filing for the fiscal year ended December 31, 2023, following the reporting requirements for public companies.

Key Financial Figures

• $1.7 million — n ProGold for a base price ranging from $1.7 million to $1.3 million, depending on the timin
• $1.3 m — base price ranging from $1.7 million to $1.3 million, depending on the timing of Cargi
• $1 m — , approve capital projects in excess of $1 million, approve infrastructure projects,
• $81 million — the Cooperative for a purchase price of $81 million plus 50% of the remaining lease payment
• $15.5 million — paid ProGold an annual lease payment of $15.5 million in 2022 through 2023 and will pay an an
• $16 million — and will pay an annual lease payment of $16 million in 2024 through 2026. Cargill also agre
• $1.29 million — gill also agreed to pay the Cooperative $1.29 million at closing as an early buyout of previo
• $25 million — several approved projects estimated at $25 million. The Facility Lease was further amended
• $750,000 — ionally, ProGold agreed to pay at least $750,000 in 2022 and 2023, and $500,000 in 2024
• $500,000 — at least $750,000 in 2022 and 2023, and $500,000 in 2024 through 2026, for infrastructur
• $60,000 — ility, we paid Cargill an annual fee of $60,000 in 2023. This fee was paid in quarterly

Filing Documents

• form10-k.htm (10-K) — 544KB
• exhibit4-1.htm (EX-4.1) — 10KB
• exhibit31-1.htm (EX-31.1) — 7KB
• exhibit32-1.htm (EX-32.1) — 3KB
• exhibit99-3.htm (EX-99.3 VOTING TRUST) — 49KB
• exhibit99-3x2x1.jpg (GRAPHIC) — 32KB
• exhibit99-3x2x2.jpg (GRAPHIC) — 21KB
• exhibit99-3x3x1.jpg (GRAPHIC) — 2KB
• 0001826466-24-000033.txt (&nbsp;) — 3217KB
• ggro-20231231.xsd (EX-101.SCH) — 24KB
• ggro-20231231_cal.xml (EX-101.CAL) — 31KB
• ggro-20231231_def.xml (EX-101.DEF) — 47KB
• ggro-20231231_lab.xml (EX-101.LAB) — 197KB
• ggro-20231231_pre.xml (EX-101.PRE) — 149KB
• form10-k_htm.xml (XML) — 421KB

financial statements of the registrant included in the filing reflect 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 registrants executive officers during the relevant recovery period pursuant to &sect; 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 __________________________________ As of March 14, 2024, the registrant had 15,490,480 Units issued and outstanding. There is no established public market for the registrants Units. Although there is a limited, private market for the registrants 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 registrants Units held by non-affiliates. DOCUMENTS INCORPORATED BY REFERENCE: NONE TABLE OF CONTENTS Page Item 1.

BUSINESS

BUSINESS 1 Item 1A. RISK FACTORS 5 Item 1B. UNRESOLVED STAFF COMMENTS 5 Item 1C. CYBERSECURITY 5 Item 2.

PROPERTIES

PROPERTIES 6 Item 3. LEGAL PROCEEDINGS 6 Item 4. MINE SAFETY DISCLOSURES 6 Item 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 6 Item 6. [RESERVED] 7 Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 9 Item 8. FINANCIAL 9 Item 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOCUNTING AND FINANCIAL DISCLOSURE 9 Item 9A. CONTROLS AND PROCEDURES 9 Item 9B. OTHER INFORMATION 10 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 10 Item 11. EXECUTIVE COMPENSATION 13 Item 12. SECURITY STOCKHOLDER MATTERS 15 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 16 Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 17 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 18 Item 16. 10-K SUMMARY 19 i

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS This report contains

forward-looking statements and information based upon assumptions by Golden

forward-looking statements and information based upon assumptions by Golden Growers Cooperative (we, us, our, and the Cooperative), including assumptions about risks and uncertainties faced by the Cooperative. These

forward-looking statements can be identified by the use of forward-looking

forward-looking statements can be identified by the use of forward-looking terminology such as anticipates, expects, believes, may, will, or the negative of these terms or similar verbs or expressions.Forward-looking membership in ProGold Limited Liability Company (ProGold) and its distributions to the Cooperative; our beliefs regarding the sufficiency of working capital and cash flows; our expectations regarding our continued ability to renew or obtain financing on reasonable terms when necessary; the impact of recently issued accounting pronouncements; our intentions and beliefs relating to our costs and business strategies; our expected operating and financial results; our expectations concerning our contract arrangements with members; our beliefs regarding competitive factors and our competitive strengths; our predictions regarding the impact of seasonality; our beliefs regarding the impact of the farming industry on our business; our beliefs regarding our internal controls over financial reporting; and our intentions for paying member distributions. Many of these forward-looking statements are located in this report under Item 1. BUSINESS and Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS, but they may appear in other sections as well. This report should be read thoroughly with the understanding that our actual results may differ materially from those set forth in the forward-looking statements for many reasons, including events beyond our control and assumptions that prove to be inaccurate or unfounded. We cannot provide any assurance with respect to our future performance or results. Our actual results or actions could differ materially from those anticipated in the forward-looking statements for many reasons, including, but not limited to: (i) the impact of the Cooperatives joint

forward-looking statements. The Cooperative undertakes no obligation to update

forward-looking statements. The Cooperative undertakes no obligation to update any forward-looking statements in this report to reflect future events or developments. Readers should not place undue reliance on such forward-looking these cautionary statements. PART I Item 1.

BUSINESS

BUSINESS General Golden Growers Cooperative is a value-added agricultural cooperative association owned by 1,462 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 Cooperatives membership in ProGold LLC includes a right and obligation for the Cooperative to deliver corn to the ProGold facility for processing. The Cooperatives members deliver corn to the ProGold facility on the Cooperatives 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. 1 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 Internal Revenue Code of 1986, as amended (the Code) for tax purposes. Additional inform

RISK FACTORS

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 1C. CYBERSECURITY Cybersecurity risk management and strategy The Cooperatives Board of Directors recognizes the sig

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