Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - GOLDEN GRAIN ENERGYFinancial_Report.xls
EX-31.2 - CERTIFICATION - GOLDEN GRAIN ENERGYa312certification73114.htm
EX-32.2 - CERTIFICATION - GOLDEN GRAIN ENERGYa322certification73114.htm
EX-31.1 - CERTIFICATION - GOLDEN GRAIN ENERGYa311certification73114.htm
EX-32.1 - CERTIFICATION - GOLDEN GRAIN ENERGYa321certification73114.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
 
 
For the quarterly period ended
July 31, 2014
 
 
 
OR
 
 
o
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
 
 
For the transition period from               to               .
 
 
 
COMMISSION FILE NUMBER 000-51177
 
GOLDEN GRAIN ENERGY, LLC
(Exact name of registrant as specified in its charter)
Iowa
 
02-0575361
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
1822 43rd Street SW, Mason City, Iowa 50401
(Address of principal executive offices)
 
(641) 423-8525
(Registrant's telephone number, including area code)
 
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.
x Yes     o No

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).
x Yes     o No

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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:
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 Exchange Act).
o Yes     x No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 

As of September 12, 2014, there were 18,953,000 Class A membership units outstanding and 920,000 Class B membership units outstanding.


1


INDEX



2


PART I    FINANCIAL INFORMATION

Item 1. Financial Statements

GOLDEN GRAIN ENERGY, LLC
Balance Sheets

 ASSETS
 
July 31, 2014
 
October 31, 2013

 
(Unaudited)
 

Current Assets
 

 

Cash and equivalents
 
$
25,651,774

 
$

Marketable securities
 
13,723,140

 

Accounts receivable
 
7,577,814

 
4,297,920

Other receivables
 
725,537

 
596,166

Derivative instruments
 
1,356,344

 
675,631

Inventory
 
7,228,875

 
6,974,314

Prepaid expenses and other
 
1,438,789

 
1,507,370

Total current assets
 
57,702,273

 
14,051,401


 

 

Property and Equipment
 

 

Land and land improvements
 
11,666,479

 
11,666,479

Building and grounds
 
25,761,752

 
25,761,752

Grain handling equipment
 
13,519,305

 
13,457,627

Office equipment
 
197,308

 
320,345

Plant and process equipment
 
80,382,597

 
79,854,167

Construction in progress
 
1,908,831

 
1,270,164


 
133,436,272

 
132,330,534

Less accumulated depreciation
 
72,903,607

 
66,216,333

Net property and equipment
 
60,532,665

 
66,114,201


 

 

Other Assets
 

 

Investments
 
32,943,072

 
28,059,657

Other assets
 
865,835

 
1,272,490

Total other assets
 
33,808,907

 
29,332,147


 

 

Total Assets
 
$
152,043,845

 
$
109,497,749

 
 
 
 
 


Notes to Financial Statements are an integral part of these Statements.

3


GOLDEN GRAIN ENERGY, LLC
Balance Sheets

LIABILITIES AND MEMBERS' EQUITY
 
July 31, 2014
 
October 31, 2013

 
(Unaudited)
 

Current Liabilities
 

 

Outstanding checks in excess of bank balance
 
$

 
$
563,531

Current portion long-term debt
 
22,723

 
37,314

Accounts payable
 
6,524,561

 
6,138,295

Accrued expenses
 
1,479,787

 
1,140,979

Deferred revenue
 
260,149

 
443,407

Total current liabilities
 
8,287,220

 
8,323,526


 

 

Long-term Liabilities
 

 

Deferred compensation
 
103,047

 
190,762

Long-term debt, net of current maturities
 

 
1,583,889

Deferred revenue, net of current portion
 
481,056

 
1,510,848

Total long-term liabilities
 
584,103

 
3,285,499


 

 

Commitments and Contingencies
 

 


 

 

Members' Equity (19,883,000 units issued and outstanding)
 
143,172,522

 
97,888,724


 

 

Total Liabilities and Members’ Equity
 
$
152,043,845

 
$
109,497,749

 
 
 
 
 
 
 
 
 
 

Notes to Financial Statements are an integral part of these Statements.

4


GOLDEN GRAIN ENERGY, LLC
Statements of Operations (Unaudited)


Three Months Ended
 
Three Months Ended
 
Nine Months Ended
 
Nine Months Ended

July 31, 2014
 
July 31, 2013
 
July 31, 2014
 
July 31, 2013


 

 
 
 
 
Revenues
$
70,787,145

 
$
84,597,520

 
$
223,329,981

 
$
263,885,891



 

 
 
 
 
Cost of Goods Sold
51,794,354

 
79,070,055

 
171,354,608

 
257,189,715



 

 
 
 
 
Gross Profit
18,992,791

 
5,527,465

 
51,975,373

 
6,696,176



 

 
 
 
 
Operating Expenses
1,025,631

 
568,952

 
2,797,894

 
1,888,992



 

 
 
 
 
Operating Income
17,967,160

 
4,958,513

 
49,177,479

 
4,807,184



 

 
 
 
 
Other Income (Expense)

 

 
 
 
 
Other income
80,665

 

 
532,942

 
39,735

Interest (expense)
(45,828
)
 
(172,613
)
 
(155,814
)
 
(466,235
)
Equity in net income of investments
3,923,759

 
2,196,273

 
13,623,891

 
3,396,139

Total Other Income
3,958,596

 
2,023,660

 
14,001,019

 
2,969,639



 

 
 
 
 
Net Income
$
21,925,756

 
$
6,982,173

 
$
63,178,498

 
$
7,776,823

 
 
 

 
 
 
 
Basic & diluted net income per unit
$
1.10

 
$
0.35

 
$
3.18

 
$
0.37

Weighted average units outstanding for the calculation of basic & diluted net income per unit
19,883,000

 
19,883,000

 
19,883,000

 
20,900,111

Distributions Per Unit
$

 
$

 
$
0.90

 
$

 
 
 
 
 
 
 
 






Notes to Financial Statements are an integral part of these Statements.

5


GOLDEN GRAIN ENERGY, LLC
Statements of Cash Flows (Unaudited)

Nine Months Ended
 
Nine Months Ended

July 31, 2014
 
July 31, 2013
Cash Flows from Operating Activities

 

Net income
$
63,178,498

 
$
7,776,823

Adjustments to reconcile net income to net cash provided by operating activities:

 

Depreciation and amortization
7,237,273

 
7,176,590

Unrealized (gain) on risk management & investing activities
(653,853
)
 
(695,103
)
Amortization of deferred revenue
(313,050
)
 
(409,833
)
Change in accretion of interest on grant receivable
(17,159
)
 
19,380

Earnings in excess of distributions from investments
(4,553,415
)
 
(2,787,759
)
Deferred compensation expense
38,299

 
15,388

Change in assets and liabilities

 

Accounts receivable
(3,279,894
)
 
4,335,967

Inventory
(254,561
)
 
(4,574,928
)
Prepaid expenses and other
(119,278
)
 
28,600

Accounts payable
(63,734
)
 
231,806

Accrued expenses
212,794

 
(24,591
)
Deferred compensation payable

 
(67,891
)
Net cash provided by operating activities
61,411,920

 
11,024,449



 

Cash Flows from Investing Activities

 

Capital expenditures
(2,097,121
)
 
(3,473,593
)
Proceeds from sale of equipment

 

Purchase of marketable securities
(13,750,000
)
 

Purchase of investments
(330,000
)
 

   Net cash (used in) investing activities
(16,177,121
)
 
(3,473,593
)


 

Cash Flows from Financing Activities

 

Increase (decrease) in outstanding checks in excess of bank balance
(563,531
)
 
29,190

Proceeds from long-term debt

 
17,000,000

Payments for long-term debt
(1,598,480
)
 
(8,060,926
)
Payments for debt issuance costs

 
(22,500
)
Redemption of membership units

 
(17,000,000
)
Distributions to members
(17,894,700
)
 

Payment received on deferred contract

 
251,328

Payments received on grant receivable
473,686

 
252,052

Net cash (used in) financing activities
(19,583,025
)
 
(7,550,856
)


 

Net Increase in Cash and Equivalents
25,651,774

 



 

Cash and Equivalents – Beginning of Period

 



 

Cash and Equivalents – End of Period
$
25,651,774

 
$

 
 
 

Supplemental Cash Flow Information

 

Cash paid for interest
$
169,896

 
$
433,124

 
 
 
 
Supplemental Disclosure of Noncash Operating, Investing & Financing Activities
 
 
 
Accounts payable related to construction in process
$

 
$
109,100

Deferred revenue reclassified as a reduction in fixed assets
450,000

 

Notes to Financial Statements are an integral part of these Statements.

6

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2014



1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and notes disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. These financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in the Company's audited financial statements for the year ended October 31, 2013, contained in the Company's annual report on Form 10-K for 2013.

In the opinion of management, the interim condensed financial statements reflect all adjustments considered necessary for fair presentation. The adjustments made to these statements consist only of normal recurring adjustments.

Nature of Business
Golden Grain Energy, LLC (Golden Grain Energy) is approximately a 110 million gallon annual production ethanol plant near Mason City, Iowa. The Company sells its production of ethanol, distiller grains with solubles and corn oil primarily in the continental United States. The Company also holds several investments in various companies that focus on ethanol production, marketing and/or logistics.

Organization
Golden Grain Energy is organized as an Iowa limited liability company.  The members' liability is limited as specified in Golden Grain Energy's operating agreement and pursuant to the Iowa Revised Uniform Limited Liability Company Act. 

Accounting Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles.  Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

Cash and Equivalents
The Company's cash balances are maintained in bank depositories and periodically exceed federally insured limits during the period. The Company has not experienced any losses in connection with these balances. Also included in cash and equivalents are highly liquid investments that are readily convertible into known amounts of cash which are subject to an insignificant risk of change in value due to interest rate, quoted price or penalty on withdrawal and have a maturity of three months or less.
Marketable Securities
Investments in traded securities which typically have a maturity of more than three months or inherently have more than an insignificant risk of change in value due to interest rate, quoted price or penalty of withdrawal are classified as marketable securities. Marketable securities consist held-to-maturity securitites, which are measured at cost, and trading securities which are measured at fair value using prices obtained from pricing services. Any unrealized or realized gains and losses on the trading securities are recorded as part of other income (expense).
At July 31, 2014, marketable securities consisted of mutual funds with an approximate cost and fair market value of $11,000,000 and $10,976,000, respectively. For the three and nine months ended July 31, 2014 the Company recorded a net unrealized loss of approximately $24,000 from these investments as part of other income (expense). The Company also held certificates of deposit with an approximate value of $2,747,000 as of July 31, 2014, all with maturities of less than one year. There were no marketable securities as of October 31, 2013.
Receivables
Credit sales are made primarily to one customer and no collateral is required. The Company carries these accounts receivable at original invoice amount with no allowance for doubtful accounts due to the historical collection rates on these accounts.

Investments
The Company has less than a 20% investment interest in four companies in related industries. These investments are being accounted for by the equity method of accounting under which the Company's share of net income is recognized as income in the Company's income statement and added to the investment account. Distributions or dividends received from the investments are treated as a reduction of the investment account. The investments are evaluated for indications of impairment on a regular basis. A loss would be recognized when the fair value is determined to be less than the carrying value.

7

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2014




The fiscal years of Renewable Products Marketing Group, LLC (RPMG) and Guardian Energy Janesville, LLC end on September 30 and the fiscal years of Absolute Energy, LLC and Homeland Energy Solutions, LLC end on December 31. The Company consistently follows the practice of recognizing the net income based on the most recent reliable data. Therefore, the net income which is reported in the Company's income statement for the quarter ended July 31, 2014 for all investments is based on the investee's results for the three and nine month periods ended June 30, 2014.

Revenue and Cost Recognition
Revenue from the sale of the Company's products is recognized at the time title to the goods and all risks of ownership transfer to the customers.  This generally occurs upon shipment, loading of the goods or when the customer picks up the goods. Collectability of revenue is reasonably assured based on historical evidence of collectability between the Company and its customers. Interest income is recognized as earned.

Shipping costs incurred by the Company in the sale of ethanol, distiller grains and corn oil are not specifically identifiable and as a result, revenue from the sale of ethanol, distiller grains and corn oil are recorded based on the net selling price reported to the Company from its marketer. Railcar lease costs incurred by the Company in the sale and shipment of distiller grain products are included in cost of goods sold.

Inventory
Inventories are generally valued at the lower of weighted average cost or market.  In the valuation of inventories and purchase commitments, market is based on current replacement values except that it does not exceed net realizable values and is not less than net realizable values reduced by allowances for approximate normal profit margin.

Property & Equipment
Property and equipment are stated at historical cost. Significant additions and betterments are capitalized, while expenditures for maintenance and repairs are charged to operations when incurred. The Company uses the straight-line method of computing depreciation over the estimated useful lives between 3 and 40 years.

The Company reviews its property and equipment for impairment whenever events indicate that the carrying amount of the assets may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Investment in commodities contracts, derivative instruments and hedging activities
The Company evaluates its contracts to determine whether the contracts are derivative instruments. Certain contracts that meet the definition of a derivative may be exempted from derivative accounting and treated as normal purchases or normal sales if documented as such. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business.

The Company enters into short-term cash, option and futures contracts as a means of securing corn and natural gas for the ethanol plant and managing exposure to changes in commodity and energy prices. The Company occasionally also enters into derivative contracts to hedge its exposure to price risk as it relates to ethanol sales. As part of its risk management process, the Company uses futures and option contracts through regulated commodity exchanges or through the over-the-counter market to manage its risk related to pricing of inventories. All of the Company's derivatives, other than those excluded under the normal purchases and sales exclusion, are designated as non-hedge derivatives, with changes in fair value recognized in net income. Although the contracts are economic hedges of specified risks, they are not designated or accounted for as hedging instruments.
 
Realized and unrealized gains and losses related to derivative contracts related to corn and natural gas are included as a component of cost of goods sold and derivative contracts related to ethanol are included as a component of revenues in the accompanying financial statements. The fair values of contracts are presented on the accompanying balance sheet as derivative instruments net of cash due from/to broker.


8

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2014



Deferred Compensation
The Company has a deferred compensation plan for certain employees equal to 1% of net income. One-third of the amount is paid in cash immediately and the other two-thirds has a vesting schedule of the lesser of five years from the grant date or seven years of continuous employment with the Company. The amount to be recognized in future years as compensation expense is estimated based on the greater of fair market value or book value of the Company's membership units as of July 31, 2014. Fair value is determined by recent trading activity of the Company's membership units.

Net income per unit
Basic and diluted earnings per unit are computed using the weighted-average number of Class A and B units outstanding during the period.

Fair Value
Financial instruments include cash and equivalents, certificates of deposit, marketable securities, receivables, accounts payable, accrued expenses, long-term debt and derivative instruments. The fair value of marketable securities and derivative financial instruments is based on quoted market prices. The fair value of the long-term debt is estimated based on level 3 inputs based on the current anticipated interest rate which management believes would currently be available to the Company for similar issues of debt, taking into account the current credit risk of the Company and the other market factors. The fair value of other current financial instruments is estimated to approximate carrying value due to the short-term nature of these instruments.

Risks and Uncertainties
The Company has certain risks and uncertainties that it will experience during volatile market conditions, which can have a severe impact on operations. The Company's revenues are derived from the sale and distribution of ethanol and distiller grains to customers primarily located in the United States. Corn for the production process is supplied to the plant primarily from local agricultural producers and from purchases on the open market. For the three and nine months ended July 31, 2014, ethanol sales accounted for approximately 81% and 81% of total revenue, respectively, distiller grains sales accounted for approximately 17% and 17% of total revenue, respectively, and corn oil sales accounted for approximately 2% of total revenue while corn costs averaged approximately 75% and 76% of cost of goods sold, respectively.

The Company's operating and financial performance is largely driven by the prices at which ethanol is sold and the net expense of corn. The price of ethanol is influenced by factors such as supply and demand, weather, government policies and programs, and unleaded gasoline and the petroleum markets with ethanol selling, in general, for less than gasoline at the wholesale level. Excess ethanol supply in the market, in particular, puts downward pressure on the price of ethanol. The Company's largest cost of production is corn. The cost of corn is generally impacted by factors such as supply and demand, weather, government policies and programs. The Company's risk management program is used to protect against the price volatility of these commodities.

2.    INVENTORY

Inventory consisted of the following as of July 31, 2014 and October 31, 2013:

 
 
July 31, 2014

 
October 31, 2013

Raw Materials
 
$
4,432,201

 
$
4,341,444

Work in Process
 
1,529,949

 
1,550,697

Finished Goods
 
1,266,725

 
1,082,173

Totals
 
$
7,228,875

 
$
6,974,314


3.    BANK FINANCING

The Company has entered into a master loan agreement with Farm Credit Services of America (FLCA) which includes a revolving term loan with original maximum borrowings of $30,000,000 and $5,000,000 which mature on February 1, 2019 and February 1, 2020, respectively. Interest on the term loan is payable monthly at 3.15% above the one-month LIBOR (3.31% as of July 31, 2014). The borrowings are secured by substantially all the assets of the Company. The revolving term loan maximum borrowings are reduced by $2,500,000 on a semi-annual basis starting in August 2013.

9

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2014



 
In addition, the Company is subject to certain financial covenants including but not limited to minimum working capital and net worth requirements and limitations on distributions. Failure to comply with the protective loan covenants or maintain the required financial ratios may cause acceleration of the outstanding principal balances on the loans and/or imposition of fees or penalties. As of July 31, 2014, the Company had no outstanding borrowings and $30 million additional available to borrow under the credit agreement. As of October 31, 2013, the Company had approximately $1.6 million outstanding.
 
The Company has other notes payable of approximately $23,000 and $50,000 outstanding as of July 31, 2014 and October 31, 2013, respectively.

4.    RELATED PARTY TRANSACTIONS

The Company purchased corn and materials from members of its Board of Directors or Risk Management Committee that own or manage elevators. Purchases during the three months and nine months ended July 31, 2014 totaled approximately $14,443,000 and $51,832,000, respectively. Purchases during the three months and nine months ended July 31, 2013 totaled approximately $11,916,000 and $50,009,000, respectively. As of July 31, 2014 the amount we owed to related parties was approximately $437,000.

Previously, the Company had a management services agreement with Homeland Energy Solutions, LLC to share the compensation costs associated with each management position covered under the agreement partially in an effort to reduce the costs of administrative overhead. This agreement was terminated on May 16, 2014. The Company recorded a reduction in expenses related to these shared costs during the three months and nine months ended July 31, 2014 of approximately none and $118,000, respectively and for the same periods of 2013 of $34,000 and $135,000, respectively.

5.    COMMITMENTS, CONTINGENCIES AND AGREEMENTS

Ethanol, Distiller Grains and Corn Oil marketing agreements and major customers

The Company has entered into marketing agreements with a marketing company, in which the Company has an investment, for the exclusive rights to market, sell and distribute the entire ethanol, distiller grains and corn oil inventory produced by the Company. The marketing fees are presented net in revenues.

Approximate sales and marketing fees related to the agreements in place are as follows:

 
 
Three Months Ended July 31,
 
Nine Months Ended July 31,
 
 
2014
 
2013
 
2014
 
2013
Sales ethanol, distiller grains & corn oil
 
$
71,437,000

 
$
85,595,000

 
$
227,800,000

 
$
266,215,000

Marketing fees
 
105,000

 
148,000

 
310,000

 
444,000

 
 
 
 
 
 
 
 
 
As of
 
July 31, 2014
 
October 31, 2013
 
 
 
Amount due from marketer
 
$
7,577,000

 
$
4,276,000
 
 
 
 

6.    RISK MANAGEMENT

The Company's activities expose it to a variety of market risks, including the effects of changes in commodity prices. These financial exposures are monitored and managed by the Company as an integral part of its overall risk-management program. The Company's risk management program focuses on the unpredictability of financial and commodities markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results.

To reduce price risk caused by market fluctuations, the Company generally follows a policy of using exchange traded futures contracts to reduce its net position of merchandisable agricultural commodity inventories and forward cash purchase and sales contracts and uses exchange traded futures contracts to reduce price risk. Exchange-traded futures contracts are valued at market price. Changes in market price of contracts related to corn and natural gas are recorded in cost of goods sold and changes in market prices of contracts related to sale of ethanol are recorded in revenues.

10

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2014




Unrealized gains and losses on forward contracts are deemed "normal purchases" under derivative accounting guidelines and, therefore, are not marked to market in the Company's financial statements. The following table represents the approximate amount of realized and unrealized gains (losses) and changes in fair value recognized in earnings on commodity contracts for the periods ended July 31, 2014 and 2013 and the fair value of derivatives as of July 31, 2014 and October 31, 2013:

 
 
Income Statement Classification
 
Realized Gain (Loss)
 
Change in Unrealized Gain (Loss)
 
Total Gain (Loss)
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
Commodity Contracts for the
 
Revenue
 
$
(474,000
)
 
$
(70,000
)
 
$
(544,000
)
three months ended July 31, 2014
 
Cost of Goods Sold
 
2,367,000

 
3,516,000

 
5,883,000

 
 
Total
 
$
1,893,000

 
$
3,446,000

 
$
5,339,000

 
 
 
 
 
 
 
 
 
Commodity Contracts for the
 
Revenue
 
$
(2,658,000
)
 
$
1,809,000

 
$
(849,000
)
three months ended July 31, 2013
 
Cost of Goods Sold
 
(500,000
)
 
951,000

 
451,000

 
 
Total
 
$
(3,158,000
)
 
$
2,760,000

 
$
(398,000
)
 
 
 
 
 
 
 
 
 
Commodity Contracts for the
 
Revenue
 
$
(2,774,000
)
 
$
(1,386,000
)
 
$
(4,160,000
)
nine months ended July 31, 2014
 
Cost of Goods Sold
 
(288,000
)
 
4,589,000

 
4,301,000

 
 
Total
 
$
(3,062,000
)
 
$
3,203,000

 
$
141,000

 
 
 
 
 
 
 
 
 
Commodity Contracts for the
 
Revenue
 
$
(3,120,000
)
 
$
1,235,000

 
$
(1,885,000
)
nine months ended July 31, 2013
 
Cost of Goods Sold
 
(893,000
)
 
123,000

 
(770,000
)
 
 
Total
 
$
(4,013,000
)
 
$
1,358,000

 
$
(2,655,000
)

 
 
Balance Sheet Classification
 
July 31, 2014
 
October 31, 2013
Futures and option contracts through December 2014
 
 
 
 
 
 
In gain position
 
 
 
$
3,759,000

 
$
3,775,000

In loss position
 
 
 
(919,000
)
 
(4,131,000
)
Cash held by (due to) broker
 
 
 
(1,484,000
)
 
1,032,000

 
 
Current Asset
 
$
1,356,000

 
$
676,000


As of July 31, 2014, the Company had the following approximate outstanding purchase and sale commitments, of which approximately $14,044,000 of the purchase commitments were with related parties.


11

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2014



 
 
Commitments Through
 
Amount
Sale commitments
 
 
 
 
Distiller Grains - fixed price
 
December 2014
 
$
7,701,000

 
 
 
 
 
Purchase commitments
 
 
 
 
Corn - fixed price
 
July 2015
 
$
9,515,000

Corn - basis contract
 
July 2015
 
26,320,000

Natural gas - fixed price
 
March 2015
 
2,688,000


As of July 31, 2014, the Company has fixed price futures and forward contracts in place for approximately 19% of our anticipated corn needs, 18% of our natural gas needs and 1% of our ethanol sales for the next 12 months with no open positions beyond that period.

7.    FAIR VALUE MEASUREMENTS

Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

Level 3: Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

A description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Marketable Securities: The Company's short-term investments are classified within Level 1 and comprise of short-term liquid investments (e.g. mutual funds), classified as trading securities, which are carried at fair value based on the quoted market prices.

Derivative financial instruments: Commodity futures and exchange-traded commodity options contracts are reported at fair value utilizing Level 1 inputs. For these contracts, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes and live trading levels from markets such as the CME and NYMEX.  Crush swaps are bundled contracts or combined contracts that include a portion of corn, ethanol and natural gas rolled into a single trading instrument. These contracts are reported at fair value utilizing Level 2 inputs and are based on the various trading activity of the components of each segment of the bundled contract.

The following table summarizes financial assets and financial liabilities measured at the approximate fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

12

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2014



 
 
Total
 
Level 1
 
Level 2
 
Level 3
Marketable securities, July 31, 2014
 


 
 
 
 
 
 
Assets
 
$
10,976,000

 
$
10,976,000

 
$

 
$

Derivative financial instruments
 
 
 
 
 
 
 
 
July 31, 2014
 


 


 


 

Assets
 
$
3,759,000

 
$
3,754,000

 
$
5,000

 
$

Liabilities
 
(919,000
)
 
(845,000
)
 
(74,000
)
 

October 31, 2013
 
 
 

 


 

Assets
 
$
3,775,000

 
$
2,414,000

 
$
1,361,000

 
$

Liabilities
 
(4,131,000
)
 
(1,861,000
)
 
(2,270,000
)
 

8. INVESTMENTS

Condensed, combined unaudited financial information of the Company’s investment in Absolute Energy, Homeland Energy Solutions, Guardian Energy and RPMG is as follows (in 000’s)

Balance Sheet
 
6/30/2014
 
9/30/2013
 
 
 
Current Assets
 
$
352,605

 
$
241,993

 


 
Other Assets
 
272,526
 
288,159
 

 
Current Liabilities
 
215,175
 
164,813
 

 
Long-term Debt
 
18,863
 
32,597
 

 
Members’ Equity
 
391,093
 
332,744
 

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended July 31,
 
Nine Months Ended July 31,
Income Statement
 
2014
 
2013
 
2014
2013
Revenue
 
$
236,440

 
$
309,205

 
$
746,589

$
798,652

Gross Profit
 
53,352

 
28,311

 
170,079

50,526

Net Income
 
48,753

 
26,827

 
155,714

39,398


The Company recorded equity in net income of approximately (in 000's):
 
 
Three Months Ended July 31,
 
Nine Months Ended July 31,
Equity in Net Income
 
2014
 
2013
 
2014
 
2013
Absolute Energy
 
$
1,304

 
$
480

 
$
3,843

 
$
791

Guardian Energy
 
802

 
1,163

 
5,458

 
1,615

Homeland Energy Solutions
 
1,735

 
444

 
3,894

 
599

Other
 
83

 
108

 
429

 
391

Total
 
$
3,924

 
$
2,196

 
$
13,624

 
$
3,396





13


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This report contains forward-looking statements that involve future events, our future performance and our expected future operations and actions.  In some cases you can identify forward-looking statements by the use of words such as "may," "will," "should," "anticipate," "believe," "expect," "plan," "future," "intend," "could," "estimate," "predict," "hope," "potential," "continue," or the negative of these terms or other similar expressions.  These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties, including, but not limited to those listed below and those business risks and factors described elsewhere in this report and our other Securities and Exchange Commission filings. 

Changes in the availability and price of corn and natural gas;
The effect a reduction or elimination of the Federal Renewable Fuels Standard would have on the market for our ethanol;
Our ability to transport our finished goods in order to continue to operate our ethanol plant at capacity;
The ability of the railroad system and infrastructure to be able to meet the demands of their customers;
Our ability to profitably operate the ethanol plant, including the sale of distiller grains and corn oil, and maintain a positive spread between the selling price of our products and our raw material costs;
The ability of the ethanol industry to generate additional demand through higher level blends of ethanol, including E15 and E85;
The effect our hedging activities have on our financial performance and cash flows;
Ethanol, distiller grains and corn oil supply exceeding demand and corresponding price reductions;
Our ability to generate free cash flow to invest in our business, service our debt and satisfy the financial covenants contained in our credit agreement with our lender;
Changes in our business strategy, capital improvements or development plans;
Changes in plant production capacity or technical difficulties in operating the plant;
Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture, oil or automobile industries;
Changes and advances in ethanol production technology;
Changes in interest rates or the lack of credit availability; and
Our ability to retain key employees and maintain labor relations.

Our actual results or actions could and likely will differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in this report.  We are not under any duty to update the forward-looking statements contained in this report.  We cannot guarantee future results, levels of activity, performance or achievements.  We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report.  You should read this report and the documents that we reference in this report and have filed as exhibits, completely and with the understanding that our actual future results may be materially different from what we currently expect.  We qualify all of our forward-looking statements with these cautionary statements. Unless otherwise stated, references in this report to particular years or quarters refer to our fiscal years ended in October and the associated quarters of those fiscal years.

Overview

Golden Grain Energy, LLC was formed as an Iowa limited liability company on March 18, 2002, for the purpose of constructing, owning and operating a fuel-grade ethanol plant near Mason City in north central Iowa. Since December 2004, we have been engaged in the production of ethanol and distiller grains at the plant and have produced corn oil since February 2009. References to "we," "us," "our" and the "Company" refer to Golden Grain Energy, LLC. We have capacity to produce approximately 110 million gallons of ethanol per year.

Our revenue is derived primarily from the sale and distribution of our ethanol, distiller grains and corn oil. We market our products through Renewable Products Marketing Group, Inc. ("RPMG"), a professional third party marketer. We are an equity owner of RPMG, LLC, the parent company of RPMG, which allows us to realize favorable marketing fees in the sale of our ethanol, distiller grains and corn oil.

On December 3, 2013, our board of directors declared a distribution of $0.50 per membership unit for members of record as of December 3, 2013. The total amount of the distribution was $9,941,500 which was paid in January 2014. On April 21, 2014, our board of directors declared a distribution of $0.40 per membership unit for members of record as of April 21, 2014. The total amount of the distribution was $7,953,200 which was paid in May 2014.


14


The ethanol industry is dependent on several incentives to produce ethanol, the most significant of which is the Federal Renewable Fuels Standard (the "RFS"). The RFS requires that in each year, a certain amount of renewable fuels must be used in the United States. The RFS is a national program that does not require that any renewable fuels be used in any particular area or state, allowing refiners to use renewable fuel blends in those areas where it is most cost-effective. Subject to the EPA's ability to reduce the RFS limits, which authority it appears the EPA will use this year as discussed below, the RFS requirement increases incrementally each year until the United States is required to use 36 billion gallons of renewable fuels by 2022.

The RFS for 2013 was approximately 16.55 billion gallons, of which corn based ethanol could be used to satisfy approximately 13.8 billion gallons. The statutory volume requirement of the RFS for 2014 is approximately 18.15 billion gallons, of which corn based ethanol can be used to satisfy approximately 14.4 billion gallons. Recently, there have been proposals in Congress to reduce or eliminate the RFS. In addition, on November 15, 2013, the EPA announced a proposal to significantly reduce the RFS levels for 2014 from the statutory volume requirement of 18.15 billion gallons to 15.21 billion gallons and reduce the renewable volume obligations (RVO) that can be satisfied by corn based ethanol from 14.4 billion gallons to 13 billion gallons. This proposal would also result in a lowering of the 2014 RVO below the 2013 level of 13.8 billion gallons. The EPA proposal was subject to a 60-day public comment period which expired on January 28, 2014. According to the RFS, the EPA only has authority to waive the requirements of the RFS, in whole or in part, provided one of two conditions are met. The conditions are: (1) there is inadequate domestic renewable fuel supply; or (2) implementation of the requirement would severely harm the economy or environment of a state, region or the United States. Many in the ethanol industry believe that neither of these two conditions have been met and therefore any complete or partial waiver of the RFS would be illegal. The EPA is also seeking comment on several petitions it has received for partial waiver of the statutory volumes for 2014. If the EPA's proposal becomes a final rule significantly reducing the RFS or if the RFS were to be otherwise reduced or eliminated by the exercise of the EPA waiver authority or by Congress, the market price and demand for ethanol will likely decrease which will negatively impact our financial performance. Current ethanol production capacity exceeds the EPA's proposed 2014 RVO which can be satisfied by corn based ethanol by approximately 1.8 billion gallons.

The ethanol industry continues to experience difficulty moving its finished products by rail. We have been impacted by these rail shipping delays which at times have required us to slow or cease production when our ethanol storage tanks are full. The shipping delays were the most severe during our second quarter of 2014 but we have continued to be impacted by shipping delays during our third quarter of 2014. The slower rail shipments have been due to a combination of factors including increased shipments of corn, coal and oil by rail, decreased shipment capacity by the railroads due to fewer railroad crews and bottlenecks on the railroads due to a lack of additional track where it is needed, and poor weather conditions which have slowed rail travel and loading times. Management anticipates that these slower railcar shipments will continue for some period of time until the rail transportation capacity in the United States is expanded. While many ethanol producers are impacted by these railroad shipment challenges, ethanol produced abroad may benefit due to higher domestic ethanol prices which could negatively impact demand for domestic supplies of ethanol. Despite the higher domestic prices, we have seen an increase in ethanol exports which has provided support for domestic ethanol prices.

Effective as of May 16, 2014, we terminated the Management Services Agreement with Homeland Energy Solutions, LLC. At the time of the termination, the only management position that was shared between us and Homeland Energy Solutions was the Chief Executive Officer position.

Effective as of May 16, 2014, Walter Wendland submitted his resignation as our President and Chief Executive Officer. Christine Marchand was appointed by our board of directors to serve as the interim Chief Executive Officer. Ms. Marchand currently serves as our Chief Financial Officer.

During our third quarter of 2014, we established an investment account with Vanguard. We deposited nearly $11 million in this account during our third quarter of 2014. These funds are invested in short-term liquid investments which are intended to allow us to access the cash when we need it and preserve our capital while limiting our loss exposure. In addition, we purchased $5 million worth of certificates of deposit with Wells Fargo.


15


Results of Operations

Comparison of the Three Months Ended July 31, 2014 and 2013
 
The following table shows the results of our operations and the percentage of revenues, cost of goods sold, operating expenses and other items to total revenues in our statement of operations for the three months ended July 31, 2014 and 2013:

 
2014
 
2013
Income Statement Data
Amount
 
%
 
Amount
 
%
Revenue
$
70,787,145

 
100.0
 
$
84,597,520

 
100.0
Cost of Goods Sold
51,794,354

 
73.2
 
79,070,055

 
93.5
Gross Profit
18,992,791

 
26.8
 
5,527,465

 
6.5
Operating Expenses
1,025,631

 
1.4
 
568,952

 
0.7
Operating Income
17,967,160

 
25.4
 
4,958,513

 
5.9
Other Income
3,958,596

 
5.6
 
2,023,660

 
2.4
Net Income
$
21,925,756

 
31.0
 
$
6,982,173

 
8.3

Revenues. Our total revenue was lower for our third quarter of 2014 compared to the same period of 2013 due to decreased sales of our products along with lower average prices that we received for our products. However, we continue to experience very favorable operating margins due to a larger decrease in our cost of goods sold for our third quarter of 2014 compared to the same period of 2013. For our third quarter of 2014, ethanol sales accounted for approximately 81% of our total revenue, distiller grains sales accounted for approximately 17% of our total revenue, and corn oil sales accounted for approximately 2% of our total revenue. For our third quarter of 2013, ethanol sales accounted for approximately 77% of our total revenue, distiller grains sales accounted for approximately 20% of our total revenue, and corn oil sales accounted for approximately 3% of our total revenue.
    
The average price per gallon we received for our ethanol was approximately 14% lower for our third quarter of 2014 compared to the same period of 2013. Management attributes this decrease in the average price we received for our ethanol with lower corn prices which typically impacts ethanol prices. We continue to see rail shipping delays which management believes continues to support ethanol prices. These shipping delays may continue into the future which could continue to result in ethanol supply disruptions and higher ethanol prices. Management anticipates that the railroads will continue to work to improve shipping times, however, it may take some time for the railroads to increase capacity. Management anticipates that the rail shipping delays will increase during the winter months due to anticipated poor weather which has an impact on rail shipping and loading times.

Recently, exports have increased which have reduced ethanol stocks and has been favorable for ethanol prices. Ethanol exports may be important going forward in the event the EPA elects to reduce the RVO for corn-based ethanol which was previously proposed by the EPA. Management anticipates that ethanol prices will continue to be impacted by the uncertainty which is created by the unsettled RVO for 2014, however, management anticipates continued strong operating margins due to lower corn prices and ethanol supply which is in line with ethanol demand. However, if ethanol prices continue to decline significantly, especially if corn prices increase, we could experience unfavorable operating margins.

We produced approximately 6% less gallons of ethanol during our third quarter of 2014 compared to the same period of 2013 due to continued slowing of our operations related to logistics issues and our maintenance shutdown taking place during our third quarter of 2014 compared to our fourth quarter of 2013. Due to the timing of our rail shipments, we actually sold approximately 2% more gallons of ethanol during our third quarter of 2014 compared to the same period of 2013 which increased our revenue. We expect to continue to face rail shipping delays which may require us to reduce production at the plant and could require us to shutdown altogether if we run out of ethanol storage capacity.

During our third quarter of 2014, we experienced combined realized and unrealized loss on our ethanol derivatives of approximately $544,000 which decreased our revenue. By comparison, we also experienced combined realized and unrealized loss on our ethanol derivative instruments of $849,000 during our three months ended July 31, 2013 which decreased our revenue.

The average price per ton we received for our dried distillers grains was approximately 12% less for our third quarter of 2014 compared to the same period of 2013. In addition, the average price per ton we received for our modified/wet distillers grains was approximately 17% less for our third quarter of 2014 compared to the same period of 2013. Management attributes these price decreases with lower market corn prices and higher corn supplies after the 2013 harvest. In addition, China's virtual ban on distiller grains imports from the United States has reduced exports of distiller grains which has impacted distiller grains

16


prices. Management believes that China is seeking to protect its domestic corn producers in addition to their stated concerns regarding the unapproved corn trait being marketing in the United States. As a result, it is difficult to know when China might restart distiller grains imports. This uncertainty has continued to negatively impact distiller grains prices. After quarters where distiller grains were trading at a premium to a comparable volume of corn, market distiller grains are now trading at a discount to corn. Our distiller grains prices were supported by certain forward distiller grains sales we had in place which positively impacted our average distiller grains prices during the 2014 period. Management anticipates that distiller grains will continue to trade at a discount to corn for the foreseeable future.

Our distiller grains production was approximately 16% less during our third quarter of 2014 compared to the same period of 2013 due primarily to a decrease in ethanol production and our maintenance shutdown taking place in the third quarter of 2014 compared to the fourth quarter of 2013. In addition, we experienced a slight improvement in our conversion rate of corn into ethanol. As we extract more ethanol from a bushel of corn, it results in less total tons of distiller grains produced. Management anticipates continued lower ethanol production due to rail logistics issues which may result in lower distiller grains production during our final quarter of 2014 and into our 2015 fiscal year.

We sold approximately 29% less pounds of corn oil during our third quarter of 2014 compared to the same period of 2013. This reduction in corn oil sales resulted from decreased production due to the maintenance shutdown occurring during the third quarter of 2014. In addition to the decrease in ethanol production during our third quarter of 2014 compared to the same period of 2013, the corn harvested in the fall of 2013 contains less corn oil than last year's corn crop which has impacted the amount of corn oil we can produce per bushel of corn. Management anticipates that corn oil production will be at a comparable rate per bushel during the remaining quarters of our 2014 fiscal year to our first three fiscal quarters of 2014. The average price per pound we received for our corn oil was approximately 7% less for our third quarter of 2014 compared to the same period of 2013. Management attributes this decline in corn oil prices with increased corn oil supply in the market which has not been met by corresponding increases in corn oil demand. In addition, corn oil substitutes for biodiesel production such as soybean oil have been priced lower recently which has negatively impacted corn oil prices. Corn oil demand from the biodiesel industry has been slower due to lower biodiesel demand which may continue for the remaining quarter of our 2014 fiscal year and beyond. A bill was recently introduced which would reinstate a tax incentive relied upon by the biodiesel industry which may increase demand for corn oil. However, the new legislation may not be adopted.

Cost of Goods Sold. Our cost of goods sold was significantly lower for our third quarter of 2014 compared to the same period of 2013 due primarily to lower corn costs partially offset by higher natural gas costs. Our average cost per bushel of corn was approximately 33% lower during our third quarter of 2014 compared to the same period of 2013. This decrease in our cost per bushel of corn was primarily related to decreased market corn prices. Management believes there is a significant amount of corn still available in the market and that with harvest starting soon, corn prices will remain lower. Current assessments of the 2014 corn crop are favorable, with the most recent crop ratings being the most favorable in the last five years, which may lead to continued lower corn prices. Corn demand has been impacted by the anticipated reduction in the RFS which has been proposed by the EPA. It looks as though any announcement regarding the RFS will not be made until after the fall harvest has started which may result in further corn price adjustments. Management anticipates continued lower corn prices during our 2015 fiscal year. If China continues to avoid corn and distiller grains imports from the United States, corn prices may be reduced further.
 
We consumed approximately 10% less corn during our third quarter of 2014 compared to the same period of 2013 due to decreased production at the ethanol plant. In addition, we were able to improve our corn conversion rate during our third quarter of 2014 compared to the same period of 2013 which allowed us to produce more of our products per bushel of corn. Management anticipates consistent corn consumption during the rest of our 2014 fiscal year and into our 2015 fiscal year provided we continue to experience profitable operating margins with slower rail transportation. If rail shipping times normalize and we are able to increase production, we may experience increased corn consumption.

Our natural gas costs increased by approximately 1% during our third quarter of 2014 compared to the same period of 2013. The average price we paid per MMBtu of natural gas was approximately 15% greater during our third quarter of 2014 compared to the same period of 2013. Management attributes this increase in natural gas prices with higher commodity prices and decreased natural gas supply which resulted from last winter which depleted natural gas reserves. Management anticipates that natural gas prices will continue to trade in a range which has been typical of previous years, however, if we experience another long and cold winter it may result in higher natural gas delivery charges which can significantly increase our natural gas costs to the plant. These delivery charges significantly increased our natural gas costs during our second quarter of 2014 and may return again. Our natural gas consumption during our third quarter of 2014 was approximately 12% lower compared to the same period of 2013. Management attributes this decrease in our natural gas consumption with decreased production.

We experienced approximately $5,883,000 of combined realized and unrealized gains for our third quarter of 2014 related to our corn and natural gas derivative instruments which decreased our cost of goods sold. By comparison, we experienced

17


approximately $451,000 of combined realized and unrealized gains for the same period of 2013 related to our corn and natural gas derivative instruments which also decreased our cost of goods sold. We recognize the gains or losses that result from the changes in the value of our derivative instruments from corn and natural gas in cost of goods sold as the changes occur.  As corn and natural gas prices fluctuate, the value of our derivative instruments is impacted, which affects our financial performance.

Operating Expenses. Our operating expenses were significantly higher during our third quarter of 2014 compared to the same period of 2013 primary due to increases in our accrued bonuses, dues and subscriptions, and an increase in our property taxes. Management anticipates that our operating expenses will be higher during the remaining quarters of our 2014 fiscal year compared to our 2013 fiscal year due to an increase in administrative wages for bonuses and an increase in our property tax accrual.

Other Income (Expense). Other income was greater for our third quarter of 2014 compared to the same period of 2013 due to an increase in our portion of the net income generated by our investments. Our investments are in other companies involved in the ethanol industry which experienced favorable operating margins during our third quarter of 2014. We had less interest expense during our third quarter of 2014 compared to the same period of 2013 due to less outstanding borrowing on our revolving loan. We had more other income during our third quarter of 2014 compared to the same period of 2013 due to dividends from certain cost method investments.

Comparison of the Nine Months Ended July 31, 2014 and 2013
 
The following table shows the results of our operations and the percentage of revenues, cost of goods sold, operating expenses and other items to total revenues in our statement of operations for the nine months ended July 31, 2014 and 2013:

 
2014
 
2013
Income Statement Data
Amount
 
%
 
Amount
 
%
Revenue
$
223,329,981

 
100.0
 
$
263,885,891

 
100.0
Cost of Goods Sold
171,354,608

 
76.7
 
257,189,715

 
97.5
Gross Profit
51,975,373

 
23.3
 
6,696,176

 
2.5
Operating Expenses
2,797,894

 
1.3
 
1,888,992

 
0.7
Operating Income
49,177,479

 
22.0
 
4,807,184

 
1.8
Other Income
14,001,019

 
6.3
 
2,969,639

 
1.1
Net Income
$
63,178,498

 
28.3
 
$
7,776,823

 
2.9

Revenues. Our total revenue was lower for our nine months ended July 31, 2014 compared to the same period of 2013, primarily due to decreased ethanol and distiller grains revenue. For our nine months ended July 31, 2014, ethanol sales accounted for approximately 81% of our total revenue, distiller grains sales accounted for approximately 17% of our total revenue, and corn oil sales accounted for approximately 2% of our total revenue. For our nine months ended July 31, 2013, ethanol sales accounted for approximately 76% of our total revenue, distiller grains sales accounted for approximately 21% of our total revenue, and corn oil sales accounted for approximately 3% of our total revenue.
    
The average price per gallon we received for our ethanol was approximately 5% less for our nine months ended July 31, 2014 compared to the same period of 2013 due to lower market ethanol prices. We sold approximately 4% less gallons of ethanol in the nine months ended July 31, 2014, compared to the same period of 2013 due to logistics issues which required us to reduce our ethanol production.

During our nine months ended July 31, 2014, we experienced combined realized and unrealized losses on our ethanol derivatives of approximately $4,160,000 which decreased our revenue. By comparison, we experienced combined realized and unrealized loss on our ethanol derivative instruments of approximately $1,885,000 during our nine months ended July 31, 2013 which decreased our revenue.

The average price per ton we received for our dried distillers grains was approximately 22% less for our nine months ended July 31, 2014 compared to the same period of 2013. In addition, the average price per ton we received for our modified/wet distillers grains was approximately 35% less for our nine months ended July 31, 2014 compared to the same period of 2013. Management attributes these price decreases with lower corn prices and higher corn supplies after the 2013 harvest. Our distiller grains production was approximately 13% less during our nine months ended July 31, 2014 compared to the same period of 2013 due to the reduction in ethanol production we experienced during our 2014 fiscal year.


18


We sold approximately 20% less pounds of corn oil during our nine months ended July 31, 2014 compared to the same period of 2013. In addition to the the logistic difficulties which have caused us to reduce production, the corn harvested in the fall of 2013 contains less corn oil than last year's corn crop which has impacted the amount of corn oil we can produce per bushel of corn. The average price per pound we received for our corn oil was approximately 9% less for our nine months ended July 31, 2014 compared to the same period of 2013. Management attributes this decline in corn oil prices with increased corn oil supply which has not been met by corresponding increases in corn oil demand.

Cost of Goods Sold. Our cost of goods sold was significantly lower for our nine months ended July 31, 2014 compared to the same period of 2013 due primarily to lower corn costs partially offset by higher natural gas costs. Our average cost per bushel of corn was approximately 36% lower during our nine months ended July 31, 2014 compared to the same period of 2013. This decrease in our cost per bushel of corn was primarily related to decreased market corn prices. The amount of corn harvested in the fall of 2013 was higher than in recent years which has significantly increased the supply of corn in the market and resulted in lower corn prices. We consumed approximately 6% less corn during our nine months ended July 31, 2014 compared to the same period of 2013 due to decreased production at the ethanol plant.

Our natural gas costs increased by approximately 47% during our nine months ended July 31, 2014 compared to the same period of 2013. The average price we paid per MMBtu of natural gas was approximately 58% greater during our nine months ended July 31, 2014 compared to the same period of 2013. Our natural gas consumption during our third quarter of 2014 was approximately 7% lower compared to our nine months ended July 31, 2013. Management attributes this decrease in our natural gas consumption with decreased production.

We experienced approximately $4,301,000 of combined realized and unrealized gain for our nine months ended July 31, 2014 related to our corn and natural gas derivative instruments which decreased our cost of goods sold. By comparison, we experienced approximately $770,000 of combined realized and unrealized loss for our nine months ended July 31, 2013 related to our corn and natural gas derivative instruments which increased our cost of goods sold.

Operating Expenses. Our operating expenses were higher during our nine months ended July 31, 2014 compared to the same period of 2013 primarily due to an increase in dues and subscriptions, accrual of employee bonuses and increased property taxes.

Other Income (Expense). Other income was greater for our nine months ended July 31, 2014 compared to the same period of 2013 due to an increase in our portion of the net income generated by our investments. Our investments are in other companies involved in the ethanol industry which experienced favorable operating margins during the nine months ended July 31, 2014. We had less interest expense during our nine months ended July 31, 2014 compared to the same period of 2013 due to less outstanding borrowing on our revolving loan. We had significantly more other income during our nine months ended July 31, 2014 compared to the same period of 2013 due to dividends from certain cost method investments.
       
Changes in Financial Condition for the Nine Months Ended July 31, 2014 and 2013

Current Assets. We had significantly more cash and equivalents at July 31, 2014 compared to October 31, 2013. This increase in our cash position is due to our increased profitability during the year and cash we received from our investments. A portion of our cash was held in a certificates of deposit and brokerage accounts which are readily convertible to cash. These investments are designated on our balance sheet as "Marketable Securities." The increase in our accounts receivable at July 31, 2014 compared to October 31, 2013 was due to the timing of a rail shipment of our ethanol at the end of July 2014 for which we had not yet received payment as of July 31, 2014. The value of our derivative instruments was higher at July 31, 2014 compared to October 31, 2013 due to an increase in the unrealized gains we had on our risk management positions at July 31, 2014. The value of our inventory was greater at July 31, 2014 compared to October 31, 2013 primarily due to increased finished goods inventory due to slower rail shipments which have required us to maintain more of our products in inventory than we have in the past.

Property and Equipment. The net value of our property and equipment was lower at July 31, 2014 compared to October 31, 2013 due to depreciation. We had approximately $1.9 million in construction in progress at July 31, 2014 related to various capital projects we were conducting during our 2014 fiscal year, including the rebuild of our thermal oxidizer, plant computer controls and our railroad expansion project.

Other Assets. Our other assets were higher at July 31, 2014 compared to October 31, 2013 due to an increase in the value of our various investments caused by earnings recorded by our investments in excess of distributions received for the nine months ended July 31, 2014.


19


Current Liabilities. We had checks issued in excess of bank balances at October 31, 2013 and none at July 31, 2014 due to the significant amount of cash we have on hand at July 31, 2014. Checks that we have issued in excess of our bank balances are paid from our revolving loan when they are presented to our bank for payment. Our accounts payable balance was slightly higher at July 31, 2014 compared to October 31, 2013 due mainly to a higher corn payable as of July 31, 2014 than as of October 31, 2013. Our accrued expenses were higher at July 31, 2014 compared to October 31, 2013 due to higher accrued employee benefits.

Long-term Liabilities. Our long-term debt was lower at July 31, 2014 compared to October 31, 2013 due to loan repayments we made during our nine months ended July 31, 2014. We had less deferred compensation expense at July 31, 2014 compared to October 31, 2013 due to payments we made on our executive compensation awards during our 2014 fiscal year. We had lower deferred revenue at July 31, 2014 compared to October 31, 2013 due to the continuing amortization of our county economic development grant revenue and reclassification of deferred revenue into fixed assets.

Liquidity and Capital Resources

Based on financial forecasts performed by our management, we anticipate that we will have sufficient cash from our current credit facilities and cash from our operations to continue to operate the ethanol plant at capacity for the next 12 months and beyond. As of July 31, 2014, we had approximately $30.0 million available pursuant to our revolving term loan and approximately $39 million in cash and equivalents and marketable securities.

We do not anticipate securing any additional equity or debt financing for working capital or other purposes in the next 12 months. However, should we experience unfavorable operating conditions in the future, we may have to secure additional sources of capital.

We do not currently anticipate any significant purchases of property and equipment, that would require us to secure additional capital in the next 12 months. However, management continues to evaluate conditions in the ethanol industry and explore opportunities to improve the efficiency and profitability of our operations which may require capital expenditures.

We have commenced a program of investing our excess cash in short-term liquid investments which allow us to access the cash when we need it and preserve our capital while limiting our loss exposure. Only a portion of our cash balances are federally insured when they are deposited with our lender. As a result, our plan is intended to decrease the risk we face because we are concentrating our cash balances with one financial institution.

The following table shows our cash flows for the nine months ended July 31, 2014 and 2013:

 
Nine Months Ended July 31,
 
2014
 
2013
Net cash provided by operating activities
$
61,411,920

 
$
11,024,449

Net cash (used in) investing activities
(16,177,121
)
 
(3,473,593
)
Net cash (used in) financing activities
(19,583,025
)
 
(7,550,856
)

Cash Flow From Operations 

Our cash flows from operations for the nine months ended July 31, 2014 were higher compared to the same period of 2013 due primarily to higher net income during the 2014 period. Due to improved operating margins, we generated more cash from our operations compared to the same period of 2013.
 
Cash Flow From Investing Activities 

We used more cash for investing activities during our nine months ended July 31, 2014 compared to the same period of 2013 primarily due to fewer capital expenditure projects during our 2014 fiscal year offset by the amount of cash that we have invested into marketable securities. During our nine months ended July 31, 2013, we used cash for capital expenditures related to our grain handling upgrade and rail expansion projects.

Cash Flow From Financing Activities.

During our nine months ended July 31, 2014, we primarily used cash for financing activities related to a distribution we paid to members and payments on our long-term debt. During our nine months ended July 31, 2013, we used significantly more

20


cash for redemption of membership units and payments we made on our long-term debt offset by proceeds from our long-term debt.

Short-Term and Long-Term Debt Sources

We have a credit facility with Farm Credit with an initial availability of $35 million, which currently has availability of $30.0 million. In exchange for this credit facility, we executed a mortgage in favor of Farm Credit covering all of our real property and granted Farm Credit a security interest in all of our equipment and other assets. In the event we default on our loans with Farm Credit, Farm Credit may foreclose on our assets, including both our real property and our machinery and equipment. We increased the amount available to us pursuant to our Farm Credit loans during our 2013 fiscal year in order to complete a repurchase of membership units in exchange for $17 million that closed in December 2012.
 
Variable Line of Credit

We have a long-term revolving line of credit. Interest on this loan accrues at 3.15% above the One-Month London Interbank Offered Rate (LIBOR). The interest rate is subject to weekly adjustment. We may elect to enter into a fixed interest rate on this loan at various times throughout the term of the loan as provided in the loan agreements. The maximum principal amount of this loan decreases by $2.5 million semi-annually starting on August 1, 2013 and continuing until February 1, 2019. After February 1, 2019, we will have $5 million available pursuant to this long-term revolving line of credit until it matures on February 1, 2020. In the event any amount is outstanding on this loan in excess of the new credit limit after these periodic reductions, we agreed to repay principal on the loan until we reach the new credit limit. We agreed to pay an annual fee of 0.6% of the unused portion of this loan. As of July 31, 2014, we had $0 outstanding on this loan with an accrued interest rate of 3.31% per year. As of July 31, 2014, we had approximately $30.0 million available to be drawn on this loan.

Administrative Agency Agreement

As part of the Farm Credit loan closing, we entered into an Administrative Agency Agreement with CoBank, ACP ("CoBank"). CoBank purchased a participation interest in the Farm Credit loans and was appointed the administrative agent for the purpose of servicing the loans. As a result, CoBank will act as the agent for Farm Credit with respect to our loans. We agreed to pay CoBank an annual fee of $5,000 as the agent for Farm Credit.

Covenants

Our credit agreements with Farm Credit are subject to numerous covenants requiring us to maintain various financial ratios. As of July 31, 2014, we were in compliance with all of our loan covenants with Farm Credit. Based on current management projections, we anticipate that we will be in compliance with our loan covenants for the next 12 months and beyond.

Grants and Government Programs

In December 2006, we received the first payment from our semi-annual economic development grants equal to the amount of the tax assessments imposed on our ethanol plant by Cerro Gordo County, the county in which our ethanol plant is located. Based on our 2009 assessment, the total amount of these grants is expected to be approximately $9 million, which will be paid semi-annually over a 10-year period with the final payment being made in 2019.
 
Critical Accounting Policies

Management uses estimates and assumptions in preparing our financial statements in accordance with U.S. generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Of the significant accounting policies described in the notes to our financial statements, we believe that the following are the most critical:

Revenue Recognition

Revenue from the sale of our products is recognized at the time title to the goods and all risks of ownership transfer to the customers.  The time of transfer is defined in the specific sales agreement; however, it generally occurs upon shipment, loading of the goods or when the customer picks up the goods. Collectability of revenue is reasonably assured based on historical evidence of collectability between us and our customers. Interest income is recognized as earned.


21


Shipping costs incurred by us in the sale of ethanol and corn oil are not specifically identifiable and as a result, revenue from the sale of ethanol and corn oil are recorded based on the net selling price reported to us from our marketer. Shipping costs incurred by us in the sale of distiller grain products are included in cost of goods sold.

Investment in Commodities Contracts, Derivative Instruments and Hedging Activities

We evaluate contracts to determine whether the contracts are derivative instruments. Certain contracts that meet the definition of a derivative may be exempted from derivative accounting and treated as normal purchases or normal sales if documented as such. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business.
 
We enter into short-term cash, option and futures contracts as a means of securing corn and natural gas for the ethanol plant and managing exposure to changes in commodity and energy prices. We occasionally also enter into derivative contracts to hedge our exposure to price risk as it relates to ethanol sales. As part of our risk management process, we use futures and option contracts through regulated commodity exchanges or through the over-the-counter market to manage our risk related to pricing of inventories. All of our derivatives, other than those excluded under the normal purchases and sales exclusion, are designated as non-hedge derivatives, with changes in fair value recognized in net income. Although the contracts are economic hedges of specified risks, they are not designated or accounted for as hedging instruments.
 
Realized and unrealized gains and losses related to derivative contracts related to corn and natural gas are included as a component of cost of goods sold and derivative contracts related to ethanol are included as a component of revenues in the accompanying financial statements. The fair values of contracts are presented on the accompanying balance sheet as derivative instruments.

Investments

The Company has less than a 20% investment interest in four companies in related industries. These investments are being accounted for by the equity method of accounting under which the Company's share of net income is recognized as income in the Company's income statement and added to the investment account. Distributions or dividends received from the investments are treated as a reduction of the investment account. The investments are evaluated for indications of impairment on a regular basis. A loss would be recognized when the fair value is determined to be less than the carrying value.

Off-Balance Sheet Arrangements.
 
We currently have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to the impact of market fluctuations associated with commodity prices as discussed below. We have no exposure to interest rate changes as we did not have any amounts outstanding on our variable interest rate loans as of July 31, 2014. We have no exposure to foreign currency risk as all of our business is conducted in U.S. Dollars. We use derivative financial instruments as part of an overall strategy to manage market risk. We use cash, futures and option contracts to hedge changes to the commodity prices of corn, natural gas and ethanol. We do not enter into these derivative financial instruments for trading or speculative purposes, nor do we designate these contracts as hedges for accounting purposes.
 
Commodity Price Risk

We seek to minimize the risks from fluctuations in the prices of raw material inputs, such as corn and natural gas, and finished products, such as ethanol and distiller grains, through the use of hedging instruments. In practice, as markets move, we actively manage our risk and adjust hedging strategies as appropriate. Although we believe our hedge positions accomplish an economic hedge against our future purchases and sales, management has chosen not to use hedge accounting, which would match the gain or loss on our hedge positions to the specific commodity purchase being hedged. We are using fair value accounting for our hedge positions, which means as the current market price of our hedge positions changes, the realized or unrealized gains and losses are immediately recognized in our cost of goods sold or as an offset to revenues. The immediate recognition of hedging gains and losses under fair value accounting can cause net income to be volatile from quarter to quarter due to the timing of the change in value of the derivative instruments relative to the cost and use of the commodity being hedged.


22


As of July 31, 2014, we had price protection in place for approximately 19% of our anticipated corn needs, 18% of our natural gas needs and 1% of our ethanol sales for the next 12 months.

A sensitivity analysis has been prepared to estimate our exposure to ethanol, corn and natural gas price risk. Market risk related to these factors is estimated as the potential change in income resulting from a hypothetical 10% adverse change in the average cost of our corn and natural gas prices and average ethanol price as of July 31, 2014, net of the forward and future contracts used to hedge our market risk for corn and natural gas usage requirements. The volumes are based on our expected use and sale of these commodities for a one year period from July 31, 2014. The results of this analysis, which may differ from actual results, are as follows:
 
 
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
 
Unit of Measure
 
Hypothetical Adverse Change in Price
 
Approximate Adverse Change to Income
Natural Gas
 
2,733,000

 
MMBTU
 
10%
 
$
1,137,000

Ethanol
 
113,332,500

 
Gallons
 
10%
 
23,029,000

Corn
 
32,586,000

 
Bushels
 
10%
 
14,501,000


Liability Risk

We participate, along with other plants in the industry, in a group captive insurance company (Captive). The Captive insures losses related to workman's compensation, commercial property and general liability. The Captive reinsures catastrophic losses for all participants, including the Company, in excess of predetermined amounts. Our premiums are accrued by a charge to income for the period to which the premium relates and is remitted by our insurer to the captive reinsurer. These premiums are structured such that we have made a prepaid collateral deposit estimated for losses related to the above coverage. The Captive insurer has estimated and collected an amount in excess of the estimated losses but less than the catastrophic loss limit insured by the Captive. We cannot be assessed over the amount in the collateral fund.

Item 4.  Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures.

Our management, including our interim President and Chief Executive Officer (the principal executive officer) and our Chief Financial Officer, (the principal financial officer), Christine Marchand, has reviewed and evaluated the effectiveness of our disclosure controls and procedures as of July 31, 2014. Based on this review and evaluation, this officer believes that our disclosure controls and procedures are effective in ensuring that material information related to us is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission.

For the fiscal quarter ended July 31, 2014, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

The following risk factors are provided due to material changes from the risk factors previously disclosed in our annual report on Form 10-K. The risk factors set forth below should be read in conjunction with the risk factors section and the Management's Discussion and Analysis section for the fiscal year ended October 31, 2013, included in our annual report on Form 10-K.


23


Government incentives for ethanol production may be reduced or eliminated in the future, which could hinder our ability to operate at a profit. The ethanol industry is assisted by various federal incentives, most importantly the RFS set forth in the Energy Policy Act of 2005. The RFS helps support a market for ethanol that might disappear without this incentive. Recently, there have been proposals in Congress to reduce or eliminate the RFS. In addition, on November 15, 2013, the EPA announced a proposal to significantly reduce the RFS levels for 2014 from the statutory volume requirement of 18.15 billion gallons to 15.21 billion gallons and reduce the renewable volume obligation (RVO) that can be satisfied by corn based ethanol from 14.4 billion gallons to 13 billion gallons. This proposal would result in a lowering of the 2014 RVO for corn based ethanol below the 2013 level of 13.8 billion gallons. The EPA is also seeking comments on several petitions it has received for partial waiver of the statutory volumes for 2014. According to the RFS, the EPA only has authority to waive the requirements of the RFS, in whole or in part, provided one of two conditions are met. The conditions are: (1) there is inadequate domestic renewable fuel supply; or (2) implementation of the requirement would severely harm the economy or environment of a state, region or the United States. Many in the ethanol industry believe that neither of these two conditions have been met. Any challenge to a reduction in the RFS may take time to work through the courts and the waiver may be implemented despite the legal challenges. If the EPA's proposal becomes a final rule which significantly reduces the RFS or if the RFS were to be otherwise reduced or eliminated, it may lead to a significant decrease in ethanol demand which could negatively impact our results of operations.

Lack of rail transportation infrastructure and delayed rail shipments could negatively impact our financial performance. The ethanol industry has recently been experiencing difficulty transporting the ethanol which is produced. This difficulty has impacted our operations. Ethanol is typically transported by rail. At times during our 2014 fiscal year, we have been required to reduce production or cease production altogether when we have run out of ethanol storage capacity. Further, our ethanol inventory has increased due to the difficulty we have experienced shipping our ethanol which has impacted our financial performance. The slower rail shipments have been due to a combination of factors including increased shipments of corn, coal and oil by rail, decreased shipment capacity by the railroads due to fewer locomotives and railroad crews, and poor weather conditions which have slowed rail travel and loading times. Management anticipates that these slower rail shipments will continue at least until the weather improves but may continue for some period of time until the rail transportation capacity in the United States increases. These delays in shipping our products have resulted in decreased revenue and have required us to reduce the amount of ethanol we produce which has a negative impact on our financial performance. If these rail shipment challenges continue, they may negatively impact our ability to operate the ethanol plant profitably which could reduce the value of our units.

If China's effective ban on imports of U.S. distiller grains continues, exports of distillers grain could be dramatically reduced which could have a negative effect on the price of distiller grains in the U.S. and affect our profitability. China, the largest buyer of distiller grains in the world, announced on June 9, 2014 that it would stop issuing import permits for U.S. distiller grains due to the presence of a genetically modified trait not approved by China for import. It is unknown how long this effective ban on U.S. distiller grains will continue. Even if China agrees to accept U.S. distiller grains in the future, it is expected that additional restrictions will be placed on such imports which may be difficult to satisfy. If export demand of distiller grains is significantly reduced, the price of distiller grains in the U.S. would likely decline which would have a negative effect on our revenue and could impact our ability to profitably operate which could in turn reduce the value of our units.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information

None.


24


Item 6. Exhibits.

(a)
The following exhibits are filed as part of this report.
Exhibit No.
 
Exhibit
31.1

 
Certificate Pursuant to 17 CFR 240.13a-14(a)*
31.2

 
Certificate Pursuant to 17 CFR 240.13a-14(a)*
32.1

 
Certificate Pursuant to 18 U.S.C. Section 1350*
32.2

 
Certificate Pursuant to 18 U.S.C. Section 1350*
101

 
The following financial information from Golden Grain Energy, LLC's Quarterly Report on Form 10-Q for the quarter ended July 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of July 31, 2014 and October 31, 2013, (ii) Statements of Operations for the three and nine months ended July 31, 2014 and 2013, (iii) Statements of Cash Flows for the nine months ended July 31, 2014 and 2013, and (iv) the Notes to Condensed Financial Statements.**

*    Filed herewith.
**    Furnished herewith.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 
 
 
GOLDEN GRAIN ENERGY, LLC
 
 
 
 
Date:
September 12, 2014
 
/s/ Christine Marchand
 
 
 
Christine Marchand
 
 
 
Interim President and Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
 
Date:
September 12, 2014
 
/s/ Christine Marchand
 
 
 
Christine Marchand
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)


25