**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**Amendment No. 1**

 
| **x** | **Annual   Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934** |
|-------|--------------------------------------------------------------------------------------------|

 

**For the fiscal year ended December 31, 2011**

 

**or**

 
| **o** | **Transition Report Pursuant to   Section 13 or 15(d) of the Securities Exchange Act of 1934** |
|-------|------------------------------------------------------------------------------------------------|

 

----

 

**Commission File No.:  000-53957**

 

----

 

**GOLDEN GROWERS COOPERATIVE**

(Exact name of registrant as specified in its charter)

 

| **Minnesota**

(State of incorporation)                                                                |   | **27-1312571**

(I.R.S. Employer Identification Number) |
|--------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------|
| ** **                                                                                             |   | ** **                                              |
| **112 Roberts Street North, Suite 111**

**Fargo, ND 58102**

(Address of principal executive offices) |   | **701-281-0468**

(Registrant’s telephone number)  |

 

Securities registered pursuant to Section 12(b) of the Act:  **NONE**

 

Securities registered pursuant to Section 12(g) of the Act: ** Units**

 

----

 

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x

 

----

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o  No x

 

----

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

 

----

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x  NO o

 

----

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

----

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one)

 

| Large accelerated filer o |   | Accelerated filer o         |
|---------------------------|--------|-----------------------------|
|                      |   |                        |
| Non-accelerated filer x   |   | Smaller reporting company o |

 

----

 

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act). Yes o  No x

 

----

 

As of March 26, 2012, the Registrant had 15,490,480 Units issued and outstanding.  There is no established public market for the Registrant’s Units.  Although there is a limited, private market for the Registrant’s Units, the Registrant does not obtain information regarding the transfer price in transactions between its members and therefore is unable to estimate the aggregate market value of the Registrant’s Units held by non-affiliates.

 

**DOCUMENTS INCORPORATED BY REFERENCE:  NONE**

 

 

 

----

 

**EXPLANATORY NOTE**

 

Golden Growers Cooperative (the “Cooperative”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 30, 2012 (the “Original Filing”).  This Amendment is being filed solely to add the conformed name and signature of the Cooperative’s independent registered public accounting firm to the Report of Independent Registered Public Accounting Firm to the Board of Directors of the Cooperative on page A-2 of the Original Report as filed on EDGAR.  The original signature of the Cooperative’s independent registered public accounting firm was received as of the date of the Original Report and this Report and is maintained in the Cooperative’s files.  In addition, the Cooperative has amended Item 15 of Part IV to reflect the filing of currently dated certifications.  No other changes are being made by means of this filing.  This Amendment speaks of the filing date of the Original Report and does not modify or update any other disclosure subsequent to the date of the Original Report.

 

1

----

 

**PART IV**

 

**Item 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 

(a)                                Documents filed as part of this report

 
| 1.     |   | Financial   Statements                                                                                                                                                                               |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | Report   of Independent Registered Public Accounting Firm                                                                                                                                            |
|   |   | Balance   Sheets as of December 31, 2011 and 2010                                                                                                                                                    |
|   |   | Statements of Operations for the Years Ended   December 31, 2011 and 2010, the four month period ended December 31, 2009,   and the year ended August 31, 2009                                       |
|   |   | Statements of Changes in Members’ Equity and   Comprehensive Income for the Years Ended December 31, 2011 and 2010, the   period ended December 31, 2009 and for the year ended August 31, 2009 |
|   |   | Statements of Cash Flows for the Years Ended   December 31, 2011 and 2010, the period ended December 31, 2009 and for the   year ended August 31, 2009                                               |
|   |   | Notes   to the Financial Statements                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                 |
| 2.     |   | Financial   Statement Schedules                                                                                                                                                                      |
|   |   | None                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                 |
| 3.     |   | The   exhibits to this Annual Report are listed in the Exhibit Index on pages E-1   to E-2 of this report.                                                                                           |

 

(b)                               Exhibits.  The response to this portion of Item 15 is included as a separate section of this Annual Report.

 

2

----

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 15, 2012.

 
|   | GOLDEN   GROWERS COOPERATIVE |
|--------|------------------------------|
|   |                         |   |
|   | By:                          | /s/   Mark Dillon |
|   |                         |   |
|   | Dated:                       | June   15, 2012 |

 

3

----

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

To the Board of Directors

Golden Growers Cooperative

Fargo, North Dakota

 

We have audited the accompanying balance sheets of Golden Growers Cooperative as of December 31, 2011 and 2010, and the related statements of operations, changes in members’ equity and comprehensive income and cash flows for the years ended December 31, 2011 and 2010, for the period ended December 31, 2009 and the year ended August 31, 2009.  Golden Growers Cooperative’ management is responsible for these statements.  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 Company’s 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 Golden Growers Cooperative, as of December 31, 2011, 2010, and 2009 and August 31, 2009, and the results of its operations and its cash flows for the years ended December 31, 2011 and 2010, for the period ended December 31, 2009 and the year ended August 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Widmer Roel PC

 

Fargo, North Dakota

February 28, 2012

 

A-1

----

 

**EXHIBIT INDEX TO ANNUAL REPORT  ON FORM 10-K/A FOR FISCAL YEAR ENDED DECEMBER 31, 2012**

 
| **Exhibit   No.** | ** ** | **Exhibit Description**                                                                                                                                                                                                                                                                                                                   |
|-------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **        | ** ** | ** **                                                                                                                                                                                                                                                                                                                                |
| 2.1               |       | Articles   of Merger of Golden Growers Cooperative and Golden Growers Cooperative is   incorporated by reference to Exhibit 2.1 from the Cooperative’s Registration   Statement on Form 10 (File No. 10783579) filed April 30, 2010.                                                                                                 |
|              |       |                                                                                                                                                                                                                                                                                                                                      |
| 2.2               |       | Certificate   of Conversion of Golden Growers Cooperative is incorporated by reference to   Exhibit 2.2 from the Cooperative’s Registration Statement on Form 10 (File   No. 10783579) filed April 30, 2010.                                                                                                                         |
|              |       |                                                                                                                                                                                                                                                                                                                                      |
| 3.1               |       | Amended   and Restated Articles of Organization of Golden Growers Cooperative is   incorporated by reference to Exhibit 3.1 from the Cooperative’s Registration   Statement on Form 10 (File No. 10783579) filed April 30, 2010.                                                                                                     |
|              |       |                                                                                                                                                                                                                                                                                                                                      |
| 3.2               |       | Amended   and Restated Bylaws of Golden Growers Cooperative dated September 1, 2009 is   incorporated by reference to Exhibit 3.2 from the Cooperative’s Registration   Statement on Form 10 (File No. 10783579) filed April 30, 2010.                                                                                               |
|              |       |                                                                                                                                                                                                                                                                                                                                      |
| 10.1              |       | Form   of Uniform Member Agreement is incorporated by reference to Exhibit 10.2 from   the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed   April 30, 2010.                                                                                                                                               |
|              |       |                                                                                                                                                                                                                                                                                                                                      |
| 10.2              |       | Form   of Annual Delivery Agreement is incorporated by reference to Exhibit 10.3   from the Cooperative’s Registration Statement on Form 10 (File No. 10783579)   filed April 30, 2010.                                                                                                                                              |
|              |       |                                                                                                                                                                                                                                                                                                                                      |
| 10.3              |       | Amended   and Restated Member Control Agreement between Golden Growers Cooperative,   Golden Growers Cooperative and ProGold Limited Liability Company dated   September 1, 2009 is incorporated by reference to Exhibit 10.4 from the   Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed   April 30, 2010. |
|              |       |                                                                                                                                                                                                                                                                                                                                      |
| 10.4              |       | Operating   Agreement between Golden Growers Cooperative, Golden Growers Cooperative and   ProGold Limited Liability Company is incorporated by reference to Exhibit 10.5   from the Cooperative’s Registration Statement on Form 10 (File No. 10783579)   filed April 30, 2010.                                                     |
|              |       |                                                                                                                                                                                                                                                                                                                                      |
| 10.5              |       | Amended   and Restated Grain Services Agreement between Golden Growers Cooperative and   Cargill, Incorporated is incorporated by reference to Exhibit 10.6 from the   Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed   April 30, 2010.                                                                   |
|              |       |                                                                                                                                                                                                                                                                                                                                      |
| 10.6              |       | Amended   and Restated Corn Supply Agreement between Golden Growers Cooperative and   Cargill, Incorporated is incorporated by reference to Exhibit 10.7 from the Cooperative’s   Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.                                                                        |

 

E-1

----

 
| **Exhibit   No.**               | ** ** | **Exhibit Description**                                                                                                                                                                                                                                                                 |
|---------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                      | ** ** | ** **                                                                                                                                                                                                                                                                              |
| 10.7                            |       | Employment   Agreement between Mark Dillon and Golden Growers Cooperative dated January 1,   2011 is incorporated by reference to Exhibit 10.8 from the Cooperative’s   Annual Report on Form 10-K (File No. 11726115) filed March 31, 2011.                                       |
|                            |       |                                                                                                                                                                                                                                                                                    |
| 99.1                            |       | Audited   Financial Statements of ProGold Limited Liability Company for the years ended   August 31, 2011 and August 31, 2010 are incorporated by reference to Exhibit 99.1   from the Cooperative’s Quarterly Report on Form 10-Q (File No. 111201210)   filed November 14, 2011. |
|                            |       |                                                                                                                                                                                                                                                                                    |
| Filed herewith   electronically |
|                            |       |                                                                                                                                                                                                                                                                                    |
| 31.1                            |       | Certification   of Chief Executive Officer and Chief Financial Officer pursuant to Securities   Exchange Act Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section 302 of   the Sarbanes-Oxley Act of 2002.                                                                           |
|                            |       |                                                                                                                                                                                                                                                                                    |
| 32.1                            |       | Certification   of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.   Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of   2002.                                                                                                    |

 

E-2

----