Attached files
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EXCEL - IDEA: XBRL DOCUMENT - Golden Growers Cooperative | Financial_Report.xls |
10-Q - 10-Q - Golden Growers Cooperative | a11-25882_110q.htm |
EX-31.1 - EX-31.1 - Golden Growers Cooperative | a11-25882_1ex31d1.htm |
EX-32.1 - EX-32.1 - Golden Growers Cooperative | a11-25882_1ex32d1.htm |
Exhibit 99.1
PROGOLD LIMITED LIABILITY COMPANY
FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2011 AND 2010
[Eide Bailly Logo]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Governors
ProGold Limited Liability Company
Moorhead, Minnesota
We have audited the accompanying balance sheets of ProGold Limited Liability Company as of August 31, 2011 and 2010, and the related statements of operations, changes in members equity and cash flows for the years then ended. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ProGold Limited Liability Company as of August 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ Eide Bailly LLP
Sioux Falls, South Dakota
September 23, 2011
www.eidebailly.com
200 E. 10th St., Ste. 500 | P.O. Box 5125 | Sioux Falls, SD 57117-5125 | T 605.339.1999 | F 605.339.1306 | EOE
ProGold Limited Liability Company
Balance Sheets
August 31
(In Thousands)
|
|
2011 |
|
2010 |
| ||
Assets |
|
|
|
|
| ||
|
|
|
|
|
| ||
Current Assets: |
|
|
|
|
| ||
Cash and Cash Equivalents |
|
$ |
100 |
|
$ |
100 |
|
Prepaid Expenses |
|
46 |
|
59 |
| ||
Total Current Assets |
|
146 |
|
159 |
| ||
|
|
|
|
|
| ||
Property and Equipment Held for Lease: |
|
|
|
|
| ||
Land and Land Improvements |
|
8,134 |
|
8,022 |
| ||
Buildings and Equipment |
|
248,416 |
|
246,226 |
| ||
Construction in Progress |
|
1,398 |
|
1,952 |
| ||
Less Accumulated Depreciation |
|
(165,124 |
) |
(153,867 |
) | ||
Net Property and Equipment Held for Lease |
|
92,824 |
|
102,333 |
| ||
|
|
|
|
|
| ||
Other Assets: |
|
|
|
|
| ||
Investments in CoBank,ACB |
|
3,109 |
|
3,940 |
| ||
Total Other Assets |
|
3,109 |
|
3,940 |
| ||
|
|
|
|
|
| ||
Total Assets |
|
$ |
96,079 |
|
$ |
106,432 |
|
|
|
|
|
|
| ||
Liabilities and Members Equity |
|
|
|
|
| ||
|
|
|
|
|
| ||
Liabilities: |
|
|
|
|
| ||
Current Liabilities: |
|
|
|
|
| ||
Other Accrued Liabilities |
|
$ |
2,203 |
|
$ |
412 |
|
Total Current Liabilities |
|
2,203 |
|
412 |
| ||
|
|
|
|
|
| ||
Other Liabilities |
|
2,133 |
|
2,533 |
| ||
|
|
|
|
|
| ||
Total Liabilities |
|
4,336 |
|
2,945 |
| ||
|
|
|
|
|
| ||
Members Equity: |
|
|
|
|
| ||
Investments |
|
91,743 |
|
103,487 |
| ||
Additional Paid In Capital |
|
|
|
|
| ||
Retained Earnings |
|
|
|
|
| ||
Total Members Equity |
|
91,743 |
|
103,487 |
| ||
|
|
|
|
|
| ||
Total Liabilities and Members Equity |
|
$ |
96,079 |
|
$ |
106,432 |
|
See Notes to the Financial Statements
ProGold Limited Liability Company
Statements of Operations
For the Years Ended August 31
(In Thousands)
|
|
2011 |
|
2010 |
| ||
|
|
|
|
|
| ||
Rental Revenue on Operating Lease |
|
$ |
23,800 |
|
$ |
24,548 |
|
|
|
|
|
|
| ||
Expenses: |
|
|
|
|
| ||
Depreciation |
|
11,382 |
|
11,240 |
| ||
General and Administrative |
|
93 |
|
91 |
| ||
Interest Expense, Net |
|
1 |
|
1 |
| ||
Loss on Disposition of Property and Equipment Held for Lease |
|
27 |
|
90 |
| ||
Total Expenses |
|
11,503 |
|
11,422 |
| ||
|
|
|
|
|
| ||
Net Income |
|
$ |
12,297 |
|
$ |
13,126 |
|
See Notes to the Financial Statements
ProGold Limited Liability Company
Statements of Cash Flows
For the Years Ended August 31
(In Thousands)
|
|
2011 |
|
2010 |
| ||
Cash Provided By (Used In) Operations: |
|
|
|
|
| ||
Net Income |
|
$ |
12,297 |
|
$ |
13,126 |
|
Add (Deduct) Non-Cash Items: |
|
|
|
|
| ||
Depreciation |
|
11,382 |
|
11,240 |
| ||
Loss on Disposition of Property and Equipment Held for Lease |
|
27 |
|
90 |
| ||
Changes in Assets and Liabilities: |
|
|
|
|
| ||
Prepaid Expenses |
|
13 |
|
8 |
| ||
Other Accrued Liabilities |
|
1,791 |
|
|
| ||
Other Liabilities |
|
(400 |
) |
(400 |
) | ||
Net Cash Provided By Operating Activities |
|
25,110 |
|
24,064 |
| ||
|
|
|
|
|
| ||
Cash Provided By (Used In) Investing Activities: |
|
|
|
|
| ||
Equity Refund from CoBank, ACB |
|
831 |
|
366 |
| ||
Expenditures for Property and Equipment Held For Lease |
|
(1,900 |
) |
(2,648 |
) | ||
Net Cash (Used In) Investing Activities |
|
(1,069 |
) |
(2,282 |
) | ||
|
|
|
|
|
| ||
Cash Provided By (Used In) Financing Activities: |
|
|
|
|
| ||
Distributions to Members |
|
(24,041 |
) |
(21,782 |
) | ||
Net Cash (Used In) Financing Activities |
|
(24,041 |
) |
(21,782 |
) | ||
|
|
|
|
|
| ||
Increase (Decrease) in Cash and Cash Equivalents |
|
|
|
|
| ||
|
|
|
|
|
| ||
Cash and Cash Equivalents, Beginning of Year |
|
100 |
|
100 |
| ||
|
|
|
|
|
| ||
Cash and Cash Equivalents, End of Year |
|
$ |
100 |
|
$ |
100 |
|
See Notes to the Financial Statements
ProGold Limited Liability Company
Statements of Changes in Members Equity
For the Years Ended August 31
(In Thousands)
|
|
American |
|
|
|
|
|
|
|
|
| |||||
|
|
Crystal |
|
Golden |
|
Additional |
|
|
|
Total |
| |||||
|
|
Sugar |
|
Growers |
|
Paid-In |
|
Retained |
|
Members |
| |||||
|
|
Company |
|
Cooperative |
|
Capital |
|
Earnings |
|
Equity |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance, August 31, 2009 |
|
$ |
53,244 |
|
$ |
51,156 |
|
$ |
4,341 |
|
$ |
3,402 |
|
$ |
112,143 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net Income |
|
|
|
|
|
|
|
13,126 |
|
13,126 |
| |||||
Distributions to Members |
|
(466 |
) |
(447 |
) |
(4,341 |
) |
(16,528 |
) |
(21,782 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance, August 31, 2010 |
|
$ |
52,778 |
|
$ |
50,709 |
|
$ |
|
|
$ |
|
|
$ |
103,487 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net Income |
|
|
|
|
|
|
|
12,297 |
|
12,297 |
| |||||
Distributions to Members |
|
(5,989 |
) |
(5,755 |
) |
|
|
(12,297 |
) |
(24,041 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance, August 31, 2011 |
|
$ |
46,789 |
|
$ |
44,954 |
|
$ |
|
|
$ |
|
|
$ |
91,743 |
|
See Notes to the Financial Statements
ProGold Limited Liability Company
Notes to the Financial Statements
(1) NATURE OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
Organization
ProGold Limited Liability Company (ProGold) is organized as a Minnesota limited liability company. ProGold is owned by American Crystal Sugar Company (51%) and Golden Growers Cooperative (49%). Transfer of ownership in ProGold to another party not already a member is allowed only with the consent of the other Members and the plants lessee, Cargill, Incorporated. ProGold has been organized with a life of 50 years and its legal existence will terminate on July 13, 2044, absent a business continuation agreement.
Operating Lease
ProGold leases a corn wet milling facility to Cargill, Incorporated under an operating lease. On November 6, 2007, ProGold entered into an amended operating lease agreement with Cargill, Incorporated that superseded and replaced the previous ten year lease agreement. Payments are to be received monthly under the lease, which runs through December 31, 2017. The operating lease revenue is recognized as earned ratably over the term of the lease and to the extent that amounts received exceed amounts earned, deferred revenue is recorded. Expenses (including depreciation and interest) are charged against such revenue as incurred. The lease contains provisions for extension or modification of the lease terms at the end of the lease period. The lease also contains provisions for increased payments to be received during the lease period related to the plants capital additions.
Cash and Cash Equivalents
ProGold considers all highly liquid debt and equity instruments purchased with a maturity of three months or less to be cash equivalents. ProGold places its temporary cash investments with high-credit-quality financial institutions. At times, such investments may be in excess of the applicable insurance limit.
Property and Equipment Held for Lease
Property and equipment held for lease are stated at cost. Depreciation on assets placed in service is provided using the straight-line method over the estimated useful lives of the individual assets, ranging from 5 to 40 years.
Impairment of Long Lived Assets
ProGold reviews its property and equipment for impairment whenever events indicate that the carrying amount of the asset may not be recoverable. An impairment loss is recorded when the sum of the future cash flows is less than the carrying amount of the asset. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. There were no impairment losses incurred for the years ended August 31, 2011 or 2010.
Interest Expense, Net
ProGold earns patronage dividends from CoBank, ACB based on ProGolds share of the net income earned by CoBank, ACB. These patronage dividends are applied against interest expense.
Related Parties
American Crystal Sugar Company and Golden Growers Cooperative are considered related parties for financial reporting purposes.
Income Taxes
ProGold is treated in a manner similar to a partnership for federal and state income tax purposes, based upon its current organization. Accordingly, the financial statements do not include any provision for income taxes.
Accounting Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Investment in CoBank, ACB
The investment in stock of CoBank, ACB is stated at cost, plus unredeemed patronage refunds received or estimated to be received in the form of capital stock.
(2) LEASE WITH CARGILL, INCORPORATED:
Future minimum payments to be received under the lease are as follows:
Fiscal year ending August 31, (In Thousands):
2012 |
|
$ |
21,500 |
|
2013 |
|
21,500 |
| |
2014 |
|
21,500 |
| |
2015 |
|
21,500 |
| |
2016 |
|
21,500 |
| |
Thereafter |
|
28,667 |
| |
|
|
$ |
136,167 |
|
(3) RELATED PARTY TRANSACTIONS:
ProGold has an administrative services agreement with American Crystal Sugar Company. Amounts incurred under the terms of the American Crystal Sugar Company agreement totaled $14,000 for each of the years ended August 31, 2011 and 2010.
(4) OPERATING LEASES:
ProGold is a party to an operating lease for rail cars, which expires in December 2016. Cargill, Incorporated has assumed responsibility for the payments on the rail car lease for the duration of this lease.
(5) FAIR VALUE OF FINANCIAL INSTRUMENTS:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Quoted market prices are generally not available for ProGolds financial instruments. Accordingly, fair values are based on judgments regarding anticipated cash flows, future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates involve uncertainties and matters of judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
The estimated fair values of ProGolds financial instruments as of August 31, 2011 and 2010 are as follows:
Investment in CoBank, ACB
ProGold believes it is not practical to estimate the fair value of the investment without incurring excessive costs because there is no established market for these securities, and it is inappropriate to estimate future cash flows, which are largely dependent on future patronage earnings of CoBank, ACB.
(6) DISTRIBUTIONS TO MEMBERS:
In 2008, ProGold began to make cash distributions to its members. The ProGold Board of Governors has authorized the monthly distribution of cash to the members through December 31, 2011, to the extent that the available cash balance does not fall below $100,000.
(7) ENVIRONMENTAL MATTERS:
ProGold is subject to extensive federal and state environmental laws and regulations with respect to water and air quality, solid waste disposal and odor and noise control. The operating lease with Cargill, Incorporated provides that ProGold may be responsible for claims arising for occurrences prior to the execution of the original operating lease, December 1, 1997. ProGold believes that it was in substantial compliance with applicable environmental laws and regulations prior to that time. The operating lease also provides that Cargill, Incorporated operate the corn wet milling facility in compliance with all applicable federal and state environmental laws and regulations during the term of the lease.
(8) INCOME TAXES:
ProGold conducts an annual analysis of its various tax positions, assessing the likelihood of those positions being upheld upon examination with relevant tax authorities. ProGold has determined that it has no unrecognized tax benefits. No interest or penalties are recognized in the statements of operations. ProGold is no longer subject to U.S. Federal or state income tax examinations by tax authorities for fiscal years 2007 and earlier.
(9) SUBSEQUENT EVENTS:
ProGold has evaluated events through the date that the financial statements were available to be issued, for potential recognition or disclosure in the August 31, 2011 financial statements.