Attached files

file filename
EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION - Golden Growers Cooperativeexhibit32-1.htm
EX-31.1 - CERTIFICATION PURSUANT TO 17 CFR 240.13(A) -14(A) (SECTION 302 CERTIFICATION) - Golden Growers Cooperativeexhibit31-1.htm
10-Q - FORM 10-Q - Golden Growers Cooperativeform10q.htm

Exhibit 99.1

INDEPENDENT AUDITORS’ REPORT

Board of Governors
ProGold Limited Liability Company
Moorhead, Minnesota

We have audited the accompanying financial statements of ProGold Limited Liability Company, which comprise the balance sheets as of August 31, 2020 and 2019, and the related statements of operations, cash flows and changes in members’ equity for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in accordance with the accounting principles generally accepted in the United States of America.

/s/ CliftonLarsonAllen LLP

CliftonLarsonAllen LLP

Stevens Point, Wisconsin
September 28, 2020


Exhibit 99.1

PROGOLD LIMITED LIABILITY COMPANY
 
 
FINANCIAL STATEMENTS
 
 
FOR THE YEARS ENDED AUGUST 31, 2020 AND 2019
 
 


Exhibit 99.1

ProGold Limited Liability Company
Balance Sheets
August 31
(In Thousands)

  2020     2019   
Assets        
             
Current Assets:            
         Cash and Cash Equivalents $  1,999   $  171  
         Accounts Receivable   -     1  
         Prepaid Expenses   43     55  
Total Current Assets   2,042     227  
Property and Equipment Held for Lease:            
         Land and Land Improvements   9,128     9,108  
         Buildings and Equipment   257,470     255,755  
         Construction in Progress   2,123     748  
         Less Accumulated Depreciation   (228,685 )   (226,357 )
Net Property and Equipment Held for Lease   40,036     39,254  
Total Assets $  42,078   $  39,481  
             
Liabilities and Members' Equity             
             
Liabilities:            
Current Liabilities:            
         Other Accrued Liabilities $  1,654   $  455  
         Deferred Revenues   222     -  
Total Current Liabilities   1,876     455  
Long Term Liabilites:            
         Other Long Term Liabilites   1,883     -  
         Deferred Revenues   2,223     1,944  
Total Long Term Liabilities   4,106     1,944  
Total Liabilities   5,982     2,399  
Members' Equity:            
         Investments   36,096     37,082  
         Retained Earnings   -     -  
Total Members' Equity   36,096     37,082  
Total Liabilities and Members' Equity $  42,078   $  39,481  

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


Exhibit 99.1

ProGold Limited Liability Company
Statements of Operations
For the Years Ended August 31
(In Thousands)

    2020     2019  
Rental Revenue on Operating Lease $  16,461   $  18,870  
             
Expenses:            
         Depreciation   2,621     2,621  
         Maintenance   785     418  
         General and Administrative   117     167  
         Loss on Disposition of Property and Equipment Held for Lease 67 74
Total Expenses   3,590     3,280  
             
Net Income $  12,871   $  15,590  

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


Exhibit 99.1

ProGold Limited Liability Company
Statements of Cash Flows
For the Years Ended August 31
(In Thousands)

    2020     2019  
Cash Provided By (Used In) Operating Activities:            
   Net Income $  12,871   $  15,590  
   Add (Deduct) Non-Cash Items:            
         Depreciation   2,621     2,621  
         Loss on Disposition of Property and Equipment Held for Lease   67     74  
   Changes in Assets and Liabilities:            
         Accounts Receivable   1     -  
         Prepaid Expenses   12     15  
         Other Accrued Liabilities   11     (28 )
         Deferred Revenues   501     1,166  
Net Cash Provided By Operating Activities   16,084     19,438  
             
Cash Provided By (Used In) Investing Activities:            
   Expenditures for Property and Equipment Held For Lease   (399 )   (2,808 )
Net Cash (Used In) Investing Activities   (399 )   (2,808 )
             
Cash Provided By (Used In) Financing Activities:            
   Distributions to Members   (13,857 )   (16,959 )
Net Cash (Used In) Financing Activities   (13,857 )   (16,959 )
             
Increase (Decrease) in Cash and Cash Equivalents   1,828     (329 )
             
Cash and Cash Equivalents, Beginning of Year   171     500  
             
Cash and Cash Equivalents, End of Year $  1,999   $  171

Non-Cash Investing Activities: Expenditures for Property and Equipment Held for Lease include changes in Other Accrued Liabilities of $1,189 and changes in Other Long Term Liabilites of $1,883 related to these purchases and $0 for the year ended August 31, 2020 and 2019, respectively.

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


Exhibit 99.1

ProGold Limited Liability Company
Statements of Changes in Members' Equity
For the Years Ended August 31
(In Thousands)

    American                    
    Crystal     Golden           Total  
    Sugar     Growers     Retained     Members'  
    Company     Cooperative     Earnings     Equity  
                         
                         
Balance, August 31, 2018 $  19,610   $  18,841   $  -   $  38,451  
                         
Net Income   -     -     15,590     15,590  
Distributions to Members   (698 )   (671 )   (15,590 )   (16,959 )
                         
Balance, August 31, 2019   18,912     18,170     -     37,082  
                         
Net Income   -     -     12,871     12,871  
Distributions to Members   (503 )   (483 )   (12,871 )   (13,857 )
                         
Balance, August 31, 2020 $  18,409   $  17,687   $  -   $  36,096  

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


Exhibit 99.1

ProGold Limited Liability Company

Notes to the Financial Statements

(1) NATURE OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

Organization

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

Operating Lease

ProGold leases a corn wet milling facility to Cargill, Incorporated under an operating lease which runs through December 31, 2022 with an automatic one year extension if certain conditions are not met. Payments are to be received monthly under the lease. The operating lease revenue is recognized as earned ratably over the term of the lease and to the extent that amounts received exceed amounts earned, deferred revenue is recorded. The Company generates lease revenue which is recognized under ACS Topic 840, Leases, which falls outside the the scope of ACS topic 606. Expenses (including depreciation and interest) are charged against such revenue as incurred. The lease contains provisions for increased payments to be received during the lease period related to the plant’s capital additions and also requires ProGold to pay at least $750,000 annually, on a calendar year basis, to fund infrastructure maintenance.

Included in the lease agreement, there is an option agreement allowing Cargill to purchase a 50% interest in ProGold from American Crystal Sugar Company. If this option is exercised, American Crystal Sugar Company also agrees to sell the remaining 1% interest to Golden Growers Cooperative, resulting in a 50/50 venture between Cargill and Golden Growers Cooperative.

Cash and Cash Equivalents

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


Exhibit 99.1

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, 2020 or 2019.

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.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued an update to the authoritative guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance provided by this update becomes effective for ProGold in fiscal 2023. The effect on the Company’s financial statements has not been evaluated as of the issuance date.


Exhibit 99.1

(2) LEASE WITH CARGILL, INCORPORATED:

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

Fiscal year ending August 31, (In Thousands)      
2021 $  15,667  
2022   15,500  
2023   14,500  
2024   4,667  
Total $  50,334  

(3) CAPITAL EXPENDITURES AGREEMENT WITH CARGILL, INCORPORATED

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

ProGold entered into Capital Expenditure Agreements with Cargill, Incorporated during fiscal 2019 associated with a project to replace the fiber finish dryer at the corn wet milling facility. The project was completed in August 2020 with costs totaling $1.6 million. The Agreement requires ProGold to reimburse Cargill, Incorporated for the costs incurred upon completion and the payment will be completed in September 2020. The agreement also provides that ProGold will receive monthly incremental lease payments from Cargill, Incorporated upon completion of the project equal to an amount necessary for the reimbursement amount together with interest to be fully amortized over a period of 10 years. The incremental lease payments will total $181,000 per year and will continue during the term of the lease shown in Note 2, including any extension(s) of the lease term, but not to exceed 10 years. This incremental lease payment will begin in October 2020 and is not included in the amounts in Note 2.

ProGold entered into Capital Expenditure Agreements with Cargill, Incorporated during fiscal 2019 associated with a project to replace the distributive control system at the corn wet milling facility. The agreement requires ProGold to reimburse Cargill, Incorporated up to $8.3 million for the costs incurred upon completion. The expenditures for this project accrued through August 31, 2020 total $1.9 million and are accrued in construction in process. The agreement also provides that ProGold will receive monthly incremental lease payments from Cargill, Incorporated upon completion of the project equal to an amount necessary for the reimbursement amount together with interest to be fully amortized over a period of 15 years. This is expected to be completed during fiscal 2023.


Exhibit 99.1

(4) RELATED PARTY TRANSACTIONS:

ProGold has an administrative services agreement with American Crystal Sugar Company. Amounts incurred under the terms of the American Crystal Sugar Company agreement totaled approximately $17,000 and $15,000 in the years ended August 31, 2020 and 2019, respectively.

(5) OPERATING LEASES:

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

(6) DISTRIBUTIONS TO MEMBERS:

In 2008, ProGold began to make cash distributions to its members. The ProGold Board of Governors has authorized the monthly distribution of cash to the members through December 31, 2020, to the extent that the available cash balance exceeds $200,000.

(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 2016 and earlier.


Exhibit 99.1

(9) SUBSEQUENT EVENTS:

ProGold has evaluated events through the date that the financial statements were available to be issued, September 28, 2020, for potential recognition or disclosure in the August 31, 2020 financial statements.

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