SEC Comment Letter for Golden Growers Cooperative (GGROU) (CIK 0001489874) (GGROU) — Jul 15, 2010
Golden Growers Cooperative (GGROU) (CIK 0001489874)
Date: July 15, 2010 · CIK: 0001489874 · Accession: 0000000000-10-040056
AI Filing Summary & Sentiment
Reasoning
Referenced dates: may 27, 2010
Letter
July 15, 2010 Mark Dillon, Chief Executive Officer Golden Growers Cooperative 112 Roberts Street North, Suite 111 Fargo, North Dakota 58102 Re: Golden Growers Cooperative Form 10, Amendment 1 Filed June 30, 2010 File No. 0-53957 Dear Mr. Dillon: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. General
1. We note that you indicate that the compa ny is a non-accelerated filer not a smaller reporting company. Please advise us how you determined that the company is not a smaller reporting company.
Item 1.Business Business Operations, page 4
2. We note that you have revised your arrangement with your members and Cargill effective January 1, 2010 based on disclosure on page F-7. Please clarify that your disclosure relates to periods afte r January 1, 2010 and that arrangem ents prior to that date were different.
Mark Dillon, Chief Executive Officer Golden Growers Cooperative July 15, 2010 Page 2
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation Three Months Ended March 31, 2010 and March 31, 2009 Revenues, page 12
3. Please revise your discussion of net corn (exp ense) and income from ProGold to describe and quantify the underlying variances between each period. For example, you should clarify how much in corn revenues/expe nses were generated from the Method A incentive payment and the Method B agency f ee, respectively. Your analysis should not merely recite information presented in your statement of operations.
Liquidity and Capital Resources, page 14
4. We reviewed your response to our prior comment 7 and your tabular disclosure of contractual obligations. In order to provide an investor wi th a better understanding of your contractual obligations, revise to include a footnote to your ta ble to describe the nature of such purch ase obligations.
Item 5. Directors and Executive Officers, page 17
5. Please revise your disclosure to address how the Chairman, 1st Vice Chairman, 2nd Vice Chairman and Secretary are selected. Advise us of the basis for your determination that the disclosure required by Item 401(e)(1) of Regulation S-K is not required for the Chairman, 1st Vice Chairman and 2nd Vice Chairman. We may have further comment.
Item 7. Certain Relationships and Related Tr ansactions, Director Independence, page 22
6. We have reviewed your response to prior comment number 15 of our letter dated may 27, 2010. In it you refer to the New York Stock Exch ange definition of independent director. Please include in the disclosure the definition to which you refer.
Financial Statements
General
7. We reviewed response to our prior commen t 20. Your response did not address our comment, thus the comment will be reissu ed. We reviewed your 2008 Annual Report previously included on your website, www.goldengrowers.com , and noted material differences between your prior year financial information presented therein and your prior year information include d in this amended Form 10. Specifically, we note changes were made to the Balance Sheet, Statement of Cash Flows and Statement of Changes in Members’ Equity. For example, you included a 2008 investment in US BioEnergy in your financial statements included on your website, but no such investment was included in your financial statements in your amended Form 10. Please tell us about the nature of these changes, reconcile them to your curren t financial statements and tell us how you considered FASB ASC 250- 10-45 in your analysis.
Mark Dillon, Chief Executive Officer Golden Growers Cooperative July 15, 2010 Page 3
Notes to Financial Statements Note 1 – Nature of Operations, F-6
8. For the period from September 1, 2008 through December 31, 2008, we note you presented net corn (expense) of $0 here, wh ereas in your discussion of your results of operations for this period on page 13, you indicate this amount was $21,000. Please reconcile this apparent inconsistency.
Note 2 – Summary of Significant Accounting Policies
Revenue Recognition, F-7
9. We reviewed your response to our prior comment 24, noting you recognized corn revenue based on what Cargill, your agent, paid your members for their corn and that corn expense was determined by the Board. It appears from your disclosure throughout your registration statement that total corn expense would be the amount paid to your members by Cargill plus the costs incurred by you in c onnection with Cargill’s corn procurement services. If Board approval is rela ted solely to the latter of those costs (i.e. the procurement were not charged to memb ers in 2009, 2008 and 2007), please revise to clarify your disclosure accordingly. On the other hand, if the Board determines all of the corn expense to be recognized, pl ease revise your disclosure to clarify this point and tell us when such determination is made each year. 10. In connection with the comment above, please te ll us if there is a re lationship between the Board’s determination of corn expense as de scribed herein and the Board’s determination of distributions to members as disclosed on page 26. Note 6 – Employee Benefit Plans, F-10
11. We reviewed your response to our prior comment 27, noting your assertion that your pension plan is considered immaterial to the financial statements and, as a result, disclosures required by FASB ASC 715 are not provided. Please provide us with the analysis you performed to conclude your pension plan is imma terial and include a discussion of the total pension liabilit y and the pension’s funded status.
12. In connection with the comment above, we note in your response to our prior comment 27 that your pension plan applie s to only one eligible par ticipant, yet in your updated disclosure you have indicated that the pension plan rela tes to two employees. Please reconcile this apparent inconsistency.
Mark Dillon, Chief Executive Officer Golden Growers Cooperative July 15, 2010 Page 4
You may contact Jamie Kessel at (202) 551-3727 or Brian Bh andari at (202) 551-3390, if you have questions regarding the fi nancial statements and related matters. Please contact Susann Reilly at (202) 551-3236 or David Link at (202) 551-3356 with other questions.
Sincerely, John Reynolds
A s s i s t a n t D i r e c t o r
cc: Kimberly A. Lowe, Esq. Facsimile: (612) 492-7077
Show Raw Text
July 15, 2010
Mark Dillon, Chief Executive Officer
Golden Growers Cooperative 112 Roberts Street North, Suite 111 Fargo, North Dakota 58102
Re: Golden Growers Cooperative
Form 10, Amendment 1 Filed June 30, 2010 File No. 0-53957
Dear Mr. Dillon:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
General
1. We note that you indicate that the compa ny is a non-accelerated filer not a smaller
reporting company. Please advise us how you determined that the company is not a
smaller reporting company.
Item 1.Business
Business Operations, page 4
2. We note that you have revised your arrangement with your members and Cargill effective
January 1, 2010 based on disclosure on page F-7. Please clarify that your disclosure
relates to periods afte r January 1, 2010 and that arrangem ents prior to that date were
different.
Mark Dillon, Chief Executive Officer
Golden Growers Cooperative
July 15, 2010
Page 2
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation
Three Months Ended March 31, 2010 and March 31, 2009
Revenues, page 12
3. Please revise your discussion of net corn (exp ense) and income from ProGold to describe
and quantify the underlying variances between each period. For example, you should
clarify how much in corn revenues/expe nses were generated from the Method A
incentive payment and the Method B agency f ee, respectively. Your analysis should not
merely recite information presented in your statement of operations.
Liquidity and Capital Resources, page 14
4. We reviewed your response to our prior comment 7 and your tabular disclosure of
contractual obligations. In order to provide an investor wi th a better understanding of
your contractual obligations, revise to include a footnote to your ta ble to describe the
nature of such purch ase obligations.
Item 5. Directors and Executive Officers, page 17
5. Please revise your disclosure to address how the Chairman, 1st Vice Chairman, 2nd Vice
Chairman and Secretary are selected. Advise us of the basis for your determination that
the disclosure required by Item 401(e)(1) of Regulation S-K is not required for the
Chairman, 1st Vice Chairman and 2nd Vice Chairman. We may have further comment.
Item 7. Certain Relationships and Related Tr ansactions, Director Independence, page 22
6. We have reviewed your response to prior comment number 15 of our letter dated may 27, 2010. In it you refer to the New York Stock Exch ange definition of independent director.
Please include in the disclosure the definition to which you refer.
Financial Statements
General
7. We reviewed response to our prior commen t 20. Your response did not address our
comment, thus the comment will be reissu ed. We reviewed your 2008 Annual Report
previously included on your website, www.goldengrowers.com , and noted material
differences between your prior year financial information presented therein and your prior year information include d in this amended Form 10. Specifically, we note changes
were made to the Balance Sheet, Statement of Cash Flows and Statement of Changes in
Members’ Equity. For example, you included a 2008 investment in US BioEnergy in your financial statements included on your website, but no such investment was included
in your financial statements in your amended Form 10. Please tell us about the nature of
these changes, reconcile them to your curren t financial statements and tell us how you
considered FASB ASC 250- 10-45 in your analysis.
Mark Dillon, Chief Executive Officer
Golden Growers Cooperative
July 15, 2010
Page 3
Notes to Financial Statements
Note 1 – Nature of Operations, F-6
8. For the period from September 1, 2008 through December 31, 2008, we note you presented net corn (expense) of $0 here, wh ereas in your discussion of your results of
operations for this period on page 13, you indicate this amount was $21,000. Please
reconcile this apparent inconsistency.
Note 2 – Summary of Significant Accounting Policies
Revenue Recognition, F-7
9. We reviewed your response to our prior comment 24, noting you recognized corn
revenue based on what Cargill, your agent, paid your members for their corn and that
corn expense was determined by the Board. It appears from your disclosure throughout
your registration statement that total corn expense would be the amount paid to your
members by Cargill plus the costs incurred by you in c onnection with Cargill’s corn
procurement services. If Board approval is rela ted solely to the latter of those costs (i.e.
the procurement were not charged to memb ers in 2009, 2008 and 2007), please revise to
clarify your disclosure accordingly. On the other hand, if the Board determines all of the
corn expense to be recognized, pl ease revise your disclosure to clarify this point and tell
us when such determination is made each year.
10. In connection with the comment above, please te ll us if there is a re lationship between the
Board’s determination of corn expense as de scribed herein and the Board’s determination
of distributions to members as disclosed on page 26.
Note 6 – Employee Benefit Plans, F-10
11. We reviewed your response to our prior comment 27, noting your assertion that your pension plan is considered immaterial to the financial statements and, as a result,
disclosures required by FASB ASC 715 are not provided. Please provide us with the
analysis you performed to conclude your pension plan is imma terial and include a
discussion of the total pension liabilit y and the pension’s funded status.
12. In connection with the comment above, we note in your response to our prior comment 27 that your pension plan applie s to only one eligible par ticipant, yet in your updated
disclosure you have indicated that the pension plan rela tes to two employees. Please
reconcile this apparent inconsistency.
Mark Dillon, Chief Executive Officer
Golden Growers Cooperative
July 15, 2010
Page 4
You may contact Jamie Kessel at (202) 551-3727 or Brian Bh andari at (202) 551-3390, if
you have questions regarding the fi nancial statements and related matters. Please contact Susann
Reilly at (202) 551-3236 or David Link at (202) 551-3356 with other questions.
Sincerely, John Reynolds
A s s i s t a n t D i r e c t o r
cc: Kimberly A. Lowe, Esq. Facsimile: (612) 492-7077