Stofferahn: Information available to determine value

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Scott Stofferahn stressed that while the GGC Board believes that the recent agreement with Cargill is favorable to Unit values, GGC will not offer an opinion on the value of Units. “How units are valued is up to each one of you as members. But all of the information you need to make that judgement is available to you.” Stofferahn said. GGC’s balance sheet, future lease payments, the potential for a future JV and potential associated costs, the guaranteed buyout value should no agreement be achieved, and outstanding units of 15,490,480 are in SEC filings, on the GGC website, etc., he said.

Directors Elected – Directors Honored

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Three New Directors Elected, Bylaws Amended
Golden Growers members elected: Brady Koehl, of Hancock, MN as At-Large Director for a 1-Year term; Chris Johnson of Great Bend, ND as Central District Director for a 1-Year term; and Blane Benedict of Sabin, MN as North District Director for a 2-Year term. In addition, Matthew Hasbargen was re-elected as an At-large Director for a 3-Year term and Brett Johnson was re-elected as a Central District Director for a 3-Year term.

Members also approved the proposed bylaw amendment.

At the 2023 Annual Meeting, there will be a vacancy in the North district for a 3-year term. Please contact Scott Stofferahn if you have an interest in serving on the Board.

Annual Meeting Honors Retiring Directors
David Benedict, Byron Koehl and Nick Pyle retired from the Golden Growers Board at the conclusion of the 2022 Annual Meeting. All three were first elected in 2010 and served on the Board a total of 12 years.

Most recently, Benedict and Koehl served on the Strategic Planning Committee. Pyle served as 1st Vice-Chair and as Chairman of the Finance & Audit Committee.

“David, Byron and Nick distinguished themselves as exceptional directors. We were fortunate to benefit from their broad agricultural, agribusiness, and financial expertise. On behalf of the Board, thank you for your time, talent and friendship,” stated Harless.

GOLDEN GROWERS COOPERATIVE BECOMES 50/50 PARNTER WITH CARGILL IN PROGOLD, LLC

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West Fargo, ND (February 24, 2022) Cargill Inc. (Cargill) formally announced that it will exercise its option to purchase American Crystal’s 50% interest in ProGold LLC (ProGold).  As a party to the 2018 Consent Agreement, Golden Growers Cooperative (Golden Growers) will purchase American Crystal’s remaining 1%.  The net result is that Cargill and GGC will each own 50% interest in ProGold, LLC.

“We believe this agreement with Cargill offers a bright future for our members,” stated Mark Harless, Golden Growers Chairman.  “Our agreement signals a long-term commitment to the Wahpeton community, employees of the facility, and corn producers.  For the past twenty-eight years, American Crystal Sugar Company has been our trusted partner.  We are so thankful for those years and look forward to a new chapter for ProGold and Golden Growers.”

“This strategic partnership combines the strengths of both parties, paving the way for long-term reliability and viability of corn-based ingredients to supply our customers,” said Mike Wagner, managing director for Cargill’s starches, sweeteners and texturizers business in North America. “We’re proud of our team members who have been instrumental in the success of this operation and our long-standing partnership with ProGold and the local corn growers for the past 25 years. We look forward to exploring new growth opportunities for the facility, including attracting co-location partners to the site.”

Asked about the sale, American Crystal Sugar Company CEO Tom Astrup said, “American Crystal has enjoyed a long, successful partnership with Golden Growers Cooperative and through ProGold, with Cargill. This transaction allows us to focus our efforts on our core business strategies.”

While terms of those agreements are confidential, the following information about them is being released to Golden Growers members and filed with the Securities and Exchange Commission in accordance with regulations.

ProGold will lease the facility to Cargill through December 31st, 2026.  For 2022 and 2023, lease payments will be $15,500,000 with ProGold committing $750,000/year to infrastructure maintenance.  For 2024 through 2026, lease payments will increase to $16,000,000 with $500,000/year to infrastructure maintenance.  During the lease period, Cargill will deploy capital for several approved projects. They will hold a leasehold interest in these capital projects and receive the benefit of depreciation during the lease period.

Under certain conditions, Golden Growers and Cargill may enter into an integrated JV agreement to operate the facility.  If Cargill and Golden Growers achieve an integrated Joint Venture agreement, Golden Growers will reimburse Cargill for 50% of the undepreciated capital expense associated with those approved projects.  If conditions do not occur OR if Cargill Inc. and Golden Growers are unable to agree on an integrated JV agreement, Cargill will purchase Golden Growers interest in ProGold for $81,000,000 plus half of any remaining lease payments.

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About ProGold, LLC

ProGold LLC was formed in 1994 as a joint venture between Golden Growers Cooperative, American Crystal Sugar Company, and Minn-Dak Farmers Cooperative to build and operate a corn wet milling facility at Wahpeton, ND.  After operating the facility for one year, ProGold leased the facility to Cargill.  Cargill has continuously leased the facility since that time.  In 2003, Minn-Dak sold its interest in ProGold, LLC to American Crystal Sugar Company resulting in an ownership interest of 51% American Crystal Sugar Company and 49% Golden Growers Cooperative.  Once this transaction is finalized, Cargill and Golden Growers will each own 50% of ProGold LLC.

About Golden Growers Cooperative
Golden Growers Cooperative (GGC) was formed in 1994 to create a value-added processing opportunity for corn growers in the Dakotas and Minnesota, and currently has about 1,500 members.

About Cargill

Cargill’s 155,000 employees across 70 countries work relentlessly to achieve our purpose of nourishing the world in a safe, responsible and sustainable way. Every day, Cargill connects farmers with markets, customers with ingredients, and people and animals with the food they need to thrive.

Cargill combines 156 years of experience with new technologies and insights to serve as a trusted partner for food, agriculture, financial and industrial customers in more than 125 countries. Side-by-side, Cargill is building a stronger, sustainable future for agriculture. For more information, visit Cargill.com and our News Center.

About American Crystal Sugar
At American Crystal Sugar Company, growers who grow and harvest the sugarbeets also own the company and the factories that make their products. Through its sugarbeet processing facilities, American Crystal Sugar Company processes sugarbeets into all-natural sugar, agri-products such as molasses; sugarbeet pulp; and other byproducts of the molasses desugarization process, like betaaine and concentrated separated by byproduct, (CSB).

American Crystal Sugar is proud to be an economic engine of their communities.  They employee 1,400 full-time employees and about 900 hourly seasonal wokers and many more contracted third-party workers.

PLEASE ATTEND: GGC Annual Meeting, March 24th!

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Please attend the Golden Growers Annual Members Meeting, Thursday, March 24th at the DoubleTree Conference Center, 825 Beaton Drive, West Fargo, ND

The Agenda Includes:

9:00 a.m.  Short Courses

  • Nick Watson, FNC Ag Stock, LLC – ‘How to buy or sell Golden Growers Units’
  • Pat Pithey, Cargill Corn Merchandising – ‘Expectations for 2022 Corn Crop Year’

10:00 a.m. Annual Members Meeting

  • Election of Directors
  • Bylaw Amendment Vote
  • Review of Financial Statements
  • Reports by the Chairman and Executive Vice President

10:45 a.m. Guest Speaker Mike Wagner, Managing Director for Cargill’s Starches, Sweeteners, and Texturizers North American Business

11:45 a.m. Lunch followed by our members only Q&A session.

How will GGC Elections be Conducted?

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Although we will hold our Annual Members Meeting ‘in person’ this year at the DoubleTree Conference Center, the SARS-CoV-2 and the COVID-19 disease will still be with us. We recommend members take precautions to protect their health and the health of their families.

In order to enable full participation in the election process, regardless of attendance, we have decided to mail ballots out with the Annual Meeting Notice. All members may vote by mail by returning their completed ballot. Members who wish to vote at the Annual Meeting MUST bring their ballot with them.

Our accounting firm, Eide Bailly LLC, has agreed to receive and tally the mailed ballots and those cast at the Annual Meeting. Having an independent firm receive and count the ballots will give members assurance of election accuracy.

For 2022, Golden Growers members will elect the following Directors: 3-Year Term for Central District (Currently held by Brett Johnson); 3-year Term for At-Large Director (Currently held by Matthew Hasbargen); 2-Year Term for North District (vacant); 1-year Term for Central District (vacant); and 1-Year Term for At-Large Director.

In addition, members will vote on a proposal to Amend the Bylaws.

Five Directors will be Elected/Re-Elected at March 24th Annual Meeting

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At our Annual Meeting, Members have the opportunity to re-elect and elect Directors to serve on the GGC Board of Directors. Current directors up for re-election for 3-year terms are: Brett Johnson, Mooreton, ND (C District) and Matthew Hasbargen, Breckenridge, MN (At-Large Director).

Directors David Benedict (N District); Byron Koehl (At-Large Director); and Nicolas Pyle (C District) will reach their term limit. We offer our sincere appreciation to David, Byron and Nick for their wisdom and dedication to our cooperative. Due to Bylaw changes approved in 2019, their director positions will be filled as follows: 2-Year Term, North District; 1-Year Term, Central District; and 1-Year Term, At-Large Director.

If you are interested in serving on the Board and want to be listed on the ballot for your District, you must file a petition with signatures of at least 10 members from your District no later than March 1st so ballots can be timely printed and mailed. Candidates may be nominated from the floor, but their names will not appear on the ballot. For more information, visit www.goldengrowers.com or contact Scott Stofferahn, 701-281-0468 or scotts@goldengrowers.com.

GGC Board Allocates Income, Approves $0.14/bushel Distribution

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On February 3, 2022, after review of the 2021 end of year financial and income statements, the Board of Directors allocated income of $7,090,978 to the members of Golden Growers Cooperative. The Board also approved the retirement of a portion of allocated equity credit in an amount of $0.14 per patronized bushel for a total of $2,168,667.

Anticipate a Bylaw Amendment Proposal in January

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Over the past two years, Golden Growers Cooperative held virtual Annual Meetings in order to protect our members from the possibility of COVID-19 infection. Obviously, this is not our preferred way to interact with our membership on an annual basis.

Accordingly, we modified our meeting procedures to allow full participation for every member while still adhering to our bylaw requirements. For instance, all members received ballots in the mail to vote for Directors along with return envelopes, and, based on advice of counsel, ballots received were counted toward our quorum. The good news is that we had more votes cast in each of the last two elections than in any of prior ten elections.

We recognize, however, that bylaw requirements to allow a ‘nomination from the floor’ would be nearly impossible to effectively or fairly administer. For instance, a roll call vote would not be confidential and we would need to verify that a mailed ballot had not been received from members voting. Further, the floor nominated candidate would be disadvantaged by all of the mailed votes cast prior to the annual meeting.

Recognizing these problems, the Board is reviewing bylaw amendments that are likely to be proposed to the membership by mail in January. Amendments would include:

  • Nominations for Director are limited to petitons filed within three weeks of the annual meeting
  • Ballots will be mailed with the Annual Meeting notice
  • Ballots are officially counted toward the quorum
  • Any member may vote by mail in Director elections
  • Sections related to the transition period to reduce directors from 15 to 9 will be removed

While we do anticipate an ‘in-person’ annual meeting for 2022, assuming COVID-19 is under control, and members are protected, this bylaw proposal will assure that we are prepared for anything that might come our way.

Avoid the $75/Year Administrative Fee, Enroll in Direct Deposit

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Starting in 2022, a $75 Printed Check Administrative Fee for Members NOT Enrolled in Direct Deposit.

Direct Deposit was first utilized in October of 2017 with 250 members participating (16%). Over the past four years, we have had steady growth in participation with 1,343 members enrolled (89.6%) for the October payment. Participants have been pleased with the timely, seamless, and secure process for receipt of distributions. They also receive a mailed letter explaining the payment for their records.  Due to the success of Direct Deposit and the reduced administrative costs associated with it, the Board determined that all members will need to participate by January 1 of 2023.

Golden Growers will be mailing an enrollment letter to non-participating members in December explaining the change in policy and encouraging participation prior to January Method A payment and the February distribution. You can enroll earlier by completing the reverse side of your distribution payment letter.

2022 Pool Election, Agency Fees & Incentive Payments

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2022 Incentive Payments and Agency Fees
Incentive Payments and Agency Fees for Method A and Method B Pool participation will remain the same for 2022. That means Golden Growers will pay $0.05 for Method A bushels delivered directly to the plant and will charge $0.02 for Method B bushels the Cooperative secures and delivers on a member’s behalf.

2022 ADA Pool Election Decision
Each year, Members have the opportunity to change their method of delivery by submitting a revised Annual Delivery Agreement (ADA). This is your only opportunity to change your method of delivery for the coming year.

In early October, members received their Annual Delivery Election letter with the ADA form on the back page. Members intending to change their delivery method, must return the form no later than December 10th.

Only members intending to change their delivery method need to respond. Members who deliver directly to the plant through the Method A pool have a $0.07/bushel advantage over members participating in the Method B pool. In 2021, 27% of bushels were delivered by members directly to the plant.