SEC Comment Letter for Golden Growers Cooperative (GGROU) (CIK 0001489874) (GGROU) — Dec 3, 2010
Golden Growers Cooperative (GGROU) (CIK 0001489874)
Date: Dec. 3, 2010 · CIK: 0001489874 · Accession: 0000000000-10-072486
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
December 3, 2010 via U.S. mail and facsimile
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 3 Filed November 15, 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.
Selected Financial Data, page 11
1. We note you have revised the income statement data presented for the year ended August 31, 2009. This information is not consistent with your audited income statement presented on page F-3. Please reconcile or revise.
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations, page 12
2. We note your response to comment 1. Pleas e revise your management’s discussion and analysis section to reflect any changes in your financial stat ements in connection with the accounting comments noted below.
Mark Dillon, Chief Executive Officer Golden Growers Cooperative December 3, 2010 Page 2 Financial Statements
Notes to Financial Statements
Restatement of Previously Issued Financial Statements
3. We note you restated your financial statemen ts to present revenues on a gross basis from a net basis. Please tell us why you believe you are considered a principal in the transactions between your members and Cargil l versus an agent. In your response, please ensure to thoroughly address each of the criteria in FASB ASC 605-45-45 to support your position.
4. Please revise the face of your financial statem ents and your selected financial data to clearly indicate the periods for which fina ncial information has been restated.
Form 10-Q/A for the Quarter Ended June 30, 2010 Form 10-Q for the Quarter Ended September 30, 2010
5. Please revise your Forms 10-Q to address our comments noted above. Specifically, note our comments related to the restatement of your financial statements. You may contact Jamie Ke ssel at (202) 551-3727 or Br ian Bhandari at (202) 551- 3390, if you have questions regarding the financia l 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 Office of Beverages, Apparel and Health Care Services
cc: Kimberly A. Lowe, Esq. Facsimile: (612) 492-7077
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
December 3, 2010
via U.S. mail and facsimile
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 3 Filed November 15, 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.
Selected Financial Data, page 11
1. We note you have revised the income statement data presented for the year ended
August 31, 2009. This information is not consistent with your audited income statement presented on page F-3. Please reconcile or revise.
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations,
page 12
2. We note your response to comment 1. Pleas e revise your management’s discussion
and analysis section to reflect any changes in your financial stat ements in connection
with the accounting comments noted below.
Mark Dillon, Chief Executive Officer
Golden Growers Cooperative December 3, 2010 Page 2 Financial Statements
Notes to Financial Statements
Restatement of Previously Issued Financial Statements
3. We note you restated your financial statemen ts to present revenues on a gross basis
from a net basis. Please tell us why you believe you are considered a principal in the
transactions between your members and Cargil l versus an agent. In your response,
please ensure to thoroughly address each of the criteria in FASB ASC 605-45-45 to
support your position.
4. Please revise the face of your financial statem ents and your selected financial data to
clearly indicate the periods for which fina ncial information has been restated.
Form 10-Q/A for the Quarter Ended June 30, 2010
Form 10-Q for the Quarter Ended September 30, 2010
5. Please revise your Forms 10-Q to address our comments noted above. Specifically,
note our comments related to the restatement of your financial statements.
You may contact Jamie Ke ssel at (202) 551-3727 or Br ian Bhandari at (202) 551-
3390, if you have questions regarding the financia l 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
Office of Beverages, Apparel and Health Care Services
cc: Kimberly A. Lowe, Esq. Facsimile: (612) 492-7077