Golden Growers Prepares for Dissolution Amid Mixed Q2 Results

TL;DR

**Golden Growers is dissolving and selling its core asset to Cargill after 2026, so get ready for a final payout and then move on.**

AI Summary

Golden Growers Cooperative (GGROU) reported a slight decrease in net income for the three months ended June 30, 2025, to $1.491 million from $1.496 million in the prior year, a 0.33% decline. However, for the six months ended June 30, 2025, net income increased to $3.086 million, up from $2.972 million in the same period of 2024, representing a 3.84% rise. Corn revenue saw growth, reaching $16.222 million for the quarter (up 2.66% from $15.801 million) and $36.310 million for the six months (up 6.97% from $33.944 million). The Cooperative's investment in ProGold LLC, its primary income-producing asset, decreased from $15.588 million at December 31, 2024, to $14.761 million at June 30, 2025. Total assets declined from $24.900 million to $20.685 million over the same period. A significant strategic development is the approved Plan of Liquidation and Dissolution, which includes the sale of its 50% interest in ProGold LLC to Cargill following the Facility Lease expiration on December 31, 2026, and subsequent distribution of assets to members. Cash and cash equivalents significantly decreased from $1.307 million at December 31, 2024, to $176 thousand at June 30, 2025.

Why It Matters

This filing signals the beginning of the end for Golden Growers Cooperative as an independent entity, with members approving a Plan of Liquidation and Dissolution. Investors should note the planned sale of its 50% interest in ProGold LLC to Cargill post-2026, which will significantly impact future distributions and the cooperative's operational model. The competitive landscape for corn wet-milling will see Cargill consolidate its ownership of ProGold LLC, potentially streamlining operations but removing a key independent player. Employees will face uncertainty regarding their roles as the cooperative winds down its operations. This move reflects a broader trend of consolidation in the agricultural sector, impacting local economies and supply chains.

Risk Assessment

Risk Level: high — The risk level is high due to the approved Plan of Liquidation and Dissolution, which means the Cooperative will cease to exist as an operating entity after December 31, 2026. This introduces significant uncertainty regarding the final value of distributions to members and the execution of the sale of the ProGold LLC interest to Cargill. Cash and cash equivalents have also significantly decreased from $1.307 million to $176 thousand, indicating reduced liquidity.

Analyst Insight

Investors should closely monitor the progress of the liquidation plan, particularly the valuation and sale of the ProGold LLC interest to Cargill, as this will determine the final distributions. Consider the timing of these distributions and any potential tax implications. Do not expect long-term growth from this entity; focus solely on the liquidation process.

Financial Highlights

debt To Equity

N/A

revenue

$36,310,000

operating Margin

N/A

total Assets

$20,685,000

total Debt

$0

net Income

$3,086,000

eps

$0.20

gross Margin

N/A

cash Position

$176,000

revenue Growth

+6.97%

Revenue Breakdown

Key Numbers

• $1.491M — Net Income (Q2 2025) (Slight decrease from $1.496M in Q2 2024)
• $3.086M — Net Income (YTD Q2 2025) (Increased from $2.972M in YTD Q2 2024)
• $36.310M — Corn Revenue (YTD Q2 2025) (Increased from $33.944M in YTD Q2 2024)
• $14.761M — Investment in ProGold LLC (Decreased from $15.588M at Dec 31, 2024)
• $20.685M — Total Assets (Decreased from $24.900M at Dec 31, 2024)
• $176K — Cash and Cash Equivalents (Significant decrease from $1.307M at Dec 31, 2024)
• 15,490,480 — Units Issued and Outstanding (Consistent as of June 30, 2025)
• $0.23 — Distribution per Unit (Feb 2025) (Totaling $3,562,810 to members)
• $0.23 — Distribution per Unit (June 2025) (Totaling $3,562,810 to members)
• December 31, 2026 — ProGold LLC Facility Lease Expiration (Key date for planned sale of ProGold LLC interest)

Key Players & Entities

• Golden Growers Cooperative (company) — registrant and cooperative association
• Cargill, Incorporated (company) — contracted agent for corn procurement and 50% owner of ProGold LLC
• ProGold LLC (company) — joint venture 50% owned by Golden Growers Cooperative and Cargill
• Minnesota Secretary of State (regulator) — entity with whom the Notice of Intent to Dissolve was filed
• Bell Bank (company) — provider of the secured line of credit
• $1.491 million (dollar_amount) — Net Income for the three months ended June 30, 2025
• $3.086 million (dollar_amount) — Net Income for the six months ended June 30, 2025
• $36.310 million (dollar_amount) — Corn Revenue for the six months ended June 30, 2025
• $14.761 million (dollar_amount) — Investment in ProGold LLC as of June 30, 2025
• $176 thousand (dollar_amount) — Cash and Cash Equivalents as of June 30, 2025

FAQ

Risk Factors

• Decreasing Cash Position [high — financial]: Cash and cash equivalents have significantly decreased from $1.307 million at December 31, 2024, to $176 thousand at June 30, 2025. This sharp decline could impact the Cooperative's ability to meet short-term obligations or fund operations, especially given the ongoing liquidation plan.
• Declining Total Assets [medium — financial]: Total assets have fallen from $24.900 million at December 31, 2024, to $20.685 million at June 30, 2025. This reduction is largely due to the decrease in the investment in ProGold LLC and other asset disposals, reflecting the cooperative's transition towards liquidation.
• ProGold LLC Sale and Liquidation [high — operational]: The approved Plan of Liquidation and Dissolution involves selling the 50% interest in ProGold LLC to Cargill. The success and timing of this sale, following the Facility Lease expiration on December 31, 2026, are critical for asset distribution to members.
• Dependence on ProGold LLC [medium — market]: ProGold LLC is the primary income-producing asset. The cooperative's financial performance is heavily tied to ProGold's results, and any adverse changes in ProGold's operations or market conditions could significantly impact the cooperative's distributions.
• Plan of Liquidation Compliance [medium — regulatory]: The Cooperative must adhere to all regulatory requirements and legal procedures associated with its Plan of Liquidation and Dissolution. Failure to comply could lead to delays, penalties, or legal challenges, impacting the orderly distribution of assets.

Industry Context

The agricultural cooperative sector, particularly those involved in grain marketing like Golden Growers, operates within a competitive landscape influenced by commodity prices, processing capabilities, and relationships with major agribusiness firms such as Cargill. Industry trends often involve consolidation and strategic partnerships to enhance efficiency and market access. The cooperative's focus on corn marketing and its investment in ProGold LLC align with this trend, though its current liquidation plan signals a strategic shift away from ongoing operations.

Regulatory Implications

As a cooperative undergoing liquidation, Golden Growers must navigate specific regulatory frameworks governing such processes. This includes ensuring compliance with state and federal laws related to dissolution, asset sales, and member distributions. Any missteps in adhering to these regulations could lead to legal challenges and delays in the distribution of remaining assets to its members.

What Investors Should Do

1. Monitor ProGold LLC Sale Progress
2. Analyze Cash Burn Rate
3. Review Distribution Timelines and Amounts
4. Assess Impact of Lease Expiration

Key Dates

• 2025-02-28: Distribution to Members — A distribution of $3,562,810 was made to members, indicating a return of capital or profits.
• 2025-06-30: Q2 2025 Financial Reporting — Reported net income of $1.491 million and total assets of $20.685 million, reflecting the ongoing liquidation process.
• 2026-12-31: ProGold LLC Facility Lease Expiration — This date is critical as it precedes the planned sale of the Cooperative's 50% interest in ProGold LLC to Cargill.

Glossary

ProGold LLC

A limited liability company in which Golden Growers Cooperative holds a 50% interest, serving as its primary income-producing asset. (The cooperative's financial results are significantly influenced by ProGold's performance, and its sale is central to the liquidation plan.)

Plan of Liquidation and Dissolution

An approved strategy for winding down the cooperative's operations, involving the sale of assets and distribution of proceeds to members. (This plan dictates the cooperative's future actions, including the sale of its ProGold LLC interest and eventual dissolution.)

Facility Lease

A lease agreement related to ProGold LLC's operations, which expires on December 31, 2026. (The expiration of this lease is a trigger for the planned sale of the cooperative's stake in ProGold LLC.)

Members' Equity

The residual interest in the assets of the cooperative after deducting liabilities. For cooperatives, this represents the members' stake. (Shows the net worth of the cooperative belonging to its members, which is expected to be distributed upon liquidation.)

Corn Revenue

Revenue generated from the marketing and sale of corn from cooperative members. (The primary operational revenue stream for the cooperative.)

Year-Over-Year Comparison

Compared to the prior year, Golden Growers Cooperative shows mixed results. While net income for the three months ended June 30, 2025, saw a slight decrease of 0.33% to $1.491 million, the year-to-date net income increased by 3.84% to $3.086 million. Corn revenue also grew by 6.97% year-to-date to $36.310 million. However, the balance sheet reflects a significant reduction in total assets by $4.215 million and a dramatic decrease in cash and cash equivalents from $1.307 million to $176 thousand, underscoring the impact of the approved liquidation plan.

Key Financial Figures

• $36.3 million — ecognized corn revenue under ASC 606 of $36.3 million and $33.9 million, respectively. Disag
• $33.9 m — enue under ASC 606 of $36.3 million and $33.9 million, respectively. Disaggregated reve
• $11.6 million — venue from Method A deliveries totaled $11.6 million and $10.5 million, respectively; and re
• $10.5 m — A deliveries totaled $11.6 million and $10.5 million, respectively; and revenue from M
• $24.7 million — venue from Method B deliveries totaled $24.7 million and $23.4 million, respectively. NOTE
• $23.4 m — B deliveries totaled $24.7 million and $23.4 million, respectively. NOTE 7 DISTRIBUTI

Filing Documents

• form10-q.htm (10-Q) — 355KB
• exhibit31-1.htm (EX-31.1) — 8KB
• exhibit32-1.htm (EX-32.1) — 3KB
• 0001826466-25-000083.txt ( ) — 2269KB
• ggrou-20250630.xsd (EX-101.SCH) — 19KB
• ggrou-20250630_cal.xml (EX-101.CAL) — 27KB
• ggrou-20250630_def.xml (EX-101.DEF) — 45KB
• ggrou-20250630_lab.xml (EX-101.LAB) — 152KB
• ggrou-20250630_pre.xml (EX-101.PRE) — 116KB
• form10-q_htm.xml (XML) — 325KB

FINANCIAL

PART I. FINANCIAL INFORMATION 1

Financial

Item 1. Financial 1 Item 2.

Managements Discussion and Analysis of Financial Condition and Results of

Managements Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 13

Controls

Item 4. Controls and Procedures 13

OTHER

PART II. OTHER INFORMATION 13

Legal

Item 1. Legal Proceedings 13

Risk

Item 1A. Risk Factors 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13

Defaults

Item 3. Defaults Upon Senior Securities 13

Mine

Item 4. Mine Safety Disclosures 13

Other

Item 5. Other Information 13

Exhibits

Item 6. Exhibits 14

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements GOLDEN GROWERS COOPERATIVE CONDENSED BALANCE SHEETS (In Thousands) June 30, 2025 December 31, 2024 (Unaudited) (Audited) ASSETS Current Assets: Cash and Cash Equivalents $ 176 $ 1,307 Short-Term Investments 5,494 7,328 Other Current Assets 75 298 Total Current Assets 5,745 8,933 Long-Term Investments 179 379 Investment in ProGold LLC 14,761 15,588 Total Assets $ 20,685 $ 24,900 LIABILITIES AND MEMBERS' EQUITY Current Liabilities Accrued Liabilities 10 204 Total Current Liabilities 10 204 Commitments and contingencies (Note 9) Members' Equity: Members' Equity 20,692 24,732 Membership Units, Authorized 60,000,000 Units, Issued and Outstanding 15,490,480 as of June 30, 2025 and December 31, 2024 Accumulated Other Comprehensive Loss ( 17 ) ( 36 ) Total Members' Equity 20,675 24,696 Total Liabilities and Members' Equity $ 20,685 $ 24,900 See Notes to Condensed Financial Statements 1 GOLDEN GROWERS COOPERATIVE CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In Thousands, Other Than Share and Per-Share Data) (Unaudited) Three Months Ended Six Months Ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 OPERATIONS Corn Revenue $ 16,222 $ 15,801 $ 36,310 $ 33,944 Corn Expense ( 16,239 ) ( 15,814 ) ( 36,344 ) ( 33,968 ) Net Income from ProGold LLC 1,562 1,546 3,350 3,139 General & Administrative Expenses ( 138 ) ( 145 ) ( 396 ) ( 360 ) Net Income from Operations 1,407 1,388 2,920 2,755 Other Income 84 108 166 217 Net Income Before Income Tax $ 1,491 $ 1,496 $ 3,086 $ 2,972 Net Income $ 1,491 $ 1,496 $ 3,086 $ 2,972 Weighted Average Shares/Units Outstanding 15,490,480 15,490,480 15,490,480 15,490,480 Earnings per Share/Membership Unit Primary and Fully Diluted $ 0.10 $ 0.10 $ 0.20

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024 NOTE 1 BASIS OF PRESENTATION The condensed financial statements of Golden Growers Cooperative (the Cooperative) for the six-month periods ended June 30, 2025 and 2024 are unaudited and reflect all adjustments consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim period. The condensed financial statements should be read in conjunction with the financial statements and notes thereto, contained in the Cooperatives Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The results of operations for the six-month period ended June 30, 2025 are not necessarily indicative of the results for the entire fiscal year ending December 31, 2025. NOTE 2 EXPENSES The Cooperative contracts with Cargill, Incorporated (Cargill) in connection with the procurement of corn and other agency services for an annual fee of $ 60,000 , which is paid by the Cooperative to Cargill in 4 quarterly installments. The agreements between Cargill and the Cooperative terminate concurrently with Cargills Second Amended and Restated Facility Lease, dated April 4, 2017 (as amended, the Facility Lease) with ProGold Limited Liability Company (ProGold LLC). Effective March 1, 2022, the term of the Facility Lease was extended through December 31, 2026. NOTE 3 PROGOLD LIMITED LIABILITY COMPANY The Cooperative and Cargill each hold a 50 % interest in ProGold LLC. Please refer to Part I, Item 2 of this Quarterly Report on Form 10-Q for more information regarding the Cooperatives ownership interest in ProGold LLC. Following is summary financial information for ProGold LLC, which was derived from the June 30 th unaudited and December 31st audited financial June 30, December 31, (In Thousands) 2025 2024 2024 Current Assets $ 221 $ 221 $ 293

financial statements for the Cooperatives Annual Report on Form 10-K for the

financial statements for the Cooperatives Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 401(k) Plan The Cooperative has a 401(k) plan that covers employees that meet eligibility requirements. NOTE 6 REVENUE RECOGNITION The Cooperative derives revenue from two sources: operations related to the marketing of members corn and income derived from the Cooperatives membership interest in ProGold LLC. The Cooperative recognizes revenue from its corn marketing operations equal to the value of the corn that is delivered to Cargill and certain purchased corn and agency fees paid by members. 7 Identify Contracts with Customers Annually, the Cooperative is required to deliver approximately 15,490,480 bushels of corn to Cargill for processing at the ProGold LLC wet-milling facility. To fulfill that requirement, the Cooperatives members are contractually obligated to annually deliver corn to the Cooperative by either Method A or Method B or a combination of both. Under Method A, a member is required to physically deliver corn to the Cooperative and under Method B a member appoints the Cooperative as its agent to arrange for the acquisition and delivery of corn on the members behalf. The Cooperative contractually appoints Cargill as its agent to arrange for the delivery of the corn by its members who elect to deliver corn using Method A and to acquire corn on its behalf for its members who elect to deliver corn using Method B. In exchange for these services, the Cooperative pays an annual fee of $ 60,000 , paid in quarterly installments. 4 Performance Obligations Members who deliver corn under Method A are paid the market price or contracted price for their corn at the time of delivery, as well as an incentive payment of $ .05 per bushel. Cargill pays the aggregate purchase price for corn purchased from the Cooperatives members to the Cooperative and then, on the Cooperatives behalf, makes individual payments for corn and incentive payments d

financial statements were issued for potential recognition or disclosure in the

financial statements were issued for potential recognition or disclosure in the June 30, 2025 financial statements and concluded that no subsequent events have occurred that would require recognition in the June 30, 2025 financial

Managements Discussion and Analysis of Financial

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Forward Looking Statements The following discussion and analysis should be read in conjunction with the financial statements and notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited financial Analysis of Financial Conditions and Results of Operations , included in the Cooperatives Annual Report Form on 10-K for the fiscal year ended December 31, 2024. This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include, among others, those statements including the words expect, anticipate, believe, may and similar expressions. The Cooperatives actual results or actions could and likely will differ materially from those anticipated in the

forward-looking statements for many reasons, including but not limited to: (i)

forward-looking statements for many reasons, including but not limited to: (i) the impact of the Cooperatives joint ownership interest in ProGold LLC following Cargills acquisition of a 50% interest in ProGold LLC; (ii) the impact of Cargills announced plans to purchase the Cooperatives 50% interest in ProGold following expiration of Cargills lease of the ProGold facility; (iii) the impact of our memberships approval of the Plan of Liquidation and Dissolution and managements subsequent filing of the Notice of Intent to Dissolve; (iv) fluctuations in the market price per bushel of corn, including as a result of global armed conflicts, severe weather events and other natural conditions, changes to supply and demand, or other factors; (v) the impact of severe weather events and other natural conditions on ProGold LLCs facility or operations and/or Members choice of delivery method; (vi) the effect of inflation as well as general economic conditions; (vii) our expectations with respect to accessing our current debt facility or any other debt facility or other capital sources in the future; (viii) our beliefs regarding the adequacy of our cash on hand to fund working capital and other general corporate expenses; and (ix) other factors described from time to time in the Cooperatives Securities and Exchange Commission filings. The Cooperative does not intend to update the forward-looking statements contained in this Quarterly Report on Form 10-Q other than as required by law and qualifies all of its

forward-looking statements by these cautionary statements

forward-looking statements by these cautionary statements. Overview Golden Growers Cooperative is a value-added agricultural cooperative association governed under Minnesota Statutes Chapter 308B. The Cooperative is owned by 1,452 members and 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 Limited Liability Company (ProGold LLC), a Minnesota limited liability company in which the Cooperative and Cargill Incorporated (Cargill) each own a 50% membership interest. The Cooperative accomplishes its business on behalf of its members through its contractual relationships with all of the parties involved in the ownership and operation of the facility. Annually, the Cooperative is required to deliver approximately 15,490,480 bushels of corn to Cargill for processing at the ProGold LLC facility. perspective, the Cooperatives 50% membership interest in ProGold LLC is its primary asset that, in addition to giving the Cooperative the right to receive distributions from ProGold LLC, also provides the Cooperatives members with additional value for the delivery of their corn for processing. 9 The Cooperative, Cargill and ProGold LLC 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 LLC. Under the terms of the Operating Agreement, the Cooperative is allocated 50% of the profits and losses of ProGold LLC and is entitled to receive 50% of any cash that is distributed to ProGold LLCs members. The Operating Agreement also sets forth certain triggers under which Cargill agrees to purchase the Cooperatives 50% membership interest in ProGold LLC. On December 20, 2024, the Cooperative and Cargill issued a joint press release announcing that Cargill will purchase the Cooperatives 50% interest in ProGo

of the Cooperatives Annual Report on Form 10-K for the fiscal year ended

Item 1 of the Cooperatives Annual Report on Form 10-K for the fiscal year ended December 31, 2024. ProGold Facility Lease. ProGold LLC leases its corn wet milling facility to Cargill, which uses the facility to process corn into high fructose corn syrup. ProGold LLC and Cargill entered into that certain First Amendment to Second Amended and Restated Facility Lease, effective March 1, 2022, which extended the term of the Facility Lease through December 31, 2026. Membership and Delivery Obligations. Any person residing in the United States can own membership units of the Cooperative (Units) as long as that person delivers or provides for the delivery of corn for processing at the ProGold LLC facility. Ownership of Units requires members to deliver bushels of corn to the Cooperative for processing in proportion to the number of Units each member holds. Currently, 15,490,480 Units are issued and outstanding. The Cooperatives income and losses are allocated to its members based on the volume of corn they deliver. Subject to certain limitations, as long as a member patronizes the Cooperative by delivering one (1) bushel of corn for each Unit held by the member, the member will be allocated a corresponding portion of the Cooperatives income (or loss). In this way, the Cooperative operates on a cooperative basis. To hold Units, a member is required to execute a Uniform Member Agreement that obligates the member to deliver corn to the Cooperative and an Annual Delivery Agreement by which each member annually elects the members method to deliver corn - either Method A or Method B, or a combination of both. Under Method A, a member is required to physically deliver the required bushels of corn to the Cooperative either at the facility or another location designated by the Cooperative. Under Method B, a member appoints the Cooperative as its agent to arrange for the acquisition and delivery of the required bushels of corn on the members behalf. The Cooperative appoints Ca

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