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EX-31.2 - CERTIFICATION - GOLDEN GRAIN ENERGYa312certification73115.htm
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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, 2015
 
 
 
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 11, 2015, 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, 2015
 
October 31, 2014

 
(Unaudited)
 

Current Assets
 

 

Cash and equivalents
 
$
23,640,864

 
$
47,444,566

Marketable securities
 
6,179,328

 
8,262,637

Accounts receivable
 
1,932,651

 
7,586,542

Other receivables
 
646,880

 
752,305

Derivative instruments
 
686,093

 
385,815

Inventory
 
7,487,102

 
4,860,052

Prepaid expenses and other
 
1,883,280

 
987,640

Total current assets
 
42,456,198

 
70,279,557


 

 

Property and Equipment
 

 

Land and land improvements
 
12,516,479

 
11,666,479

Building and grounds
 
25,761,752

 
25,761,752

Grain handling equipment
 
14,683,495

 
13,519,305

Office equipment
 
197,308

 
197,308

Plant and process equipment
 
85,859,011

 
81,520,875

Construction in progress
 
2,352,295

 
2,252,148


 
141,370,340

 
134,917,867

Less accumulated depreciation
 
81,308,209

 
75,273,527

Net property and equipment
 
60,062,131

 
59,644,340


 

 

Other Assets
 

 

Investments
 
28,229,346

 
36,788,435

Other assets
 
361,453

 
845,483

Total other assets
 
28,590,799

 
37,633,918


 

 

Total Assets
 
$
131,109,128

 
$
167,557,815

 
 
 
 
 


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

3


GOLDEN GRAIN ENERGY, LLC
Balance Sheets

LIABILITIES AND MEMBERS' EQUITY
 
July 31, 2015
 
October 31, 2014

 
(Unaudited)
 

Current Liabilities
 

 

Current portion long-term debt
 
$

 
$
13,114

Accounts payable
 
5,232,658

 
5,575,194

Accrued expenses
 
1,391,694

 
1,908,324

Other current liabilities
 
145,485

 
295,340

Total current liabilities
 
6,769,837

 
7,791,972


 

 

Long-term Liabilities
 

 

Deferred compensation
 
266,486

 
235,421

Deferred revenue, net of current portion
 
229,075

 
306,861

Total long-term liabilities
 
495,561

 
542,282


 

 

Commitments and Contingencies
 

 


 

 

Members' Equity (19,873,000 units issued and outstanding)
 
123,843,730

 
159,223,561


 

 

Total Liabilities and Members’ Equity
 
$
131,109,128

 
$
167,557,815

 
 
 
 
 
 
 
 
 
 

Notes to the 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, 2015
 
July 31, 2014
 
July 31, 2015
 
July 31, 2014


 

 
 
 
 
Revenues
$
52,082,545

 
$
70,787,145

 
$
165,984,860

 
$
223,329,981



 

 

 

Cost of Goods Sold
46,027,948

 
51,794,354

 
143,749,608

 
171,354,608



 

 

 

Gross Profit
6,054,597

 
18,992,791

 
22,235,252

 
51,975,373



 

 

 

Operating Expenses
739,917

 
1,025,631

 
2,491,322

 
2,797,894



 

 

 

Operating Income
5,314,680

 
17,967,160

 
19,743,930

 
49,177,479



 

 

 

Other Income (Expense)

 

 

 

Other income
44,897

 
80,665

 
543,329

 
532,942

Interest (expense)
(25,087
)
 
(45,828
)
 
(94,694
)
 
(155,814
)
Equity in net income of investments
2,021,660

 
3,923,759

 
6,033,904

 
13,623,891

Total Other Income
2,041,470

 
3,958,596

 
6,482,539

 
14,001,019



 

 

 

Net Income
$
7,356,150

 
$
21,925,756

 
$
26,226,469

 
$
63,178,498

 
 
 

 
 
 
 
Basic & diluted net income per unit
$
0.37

 
$
1.10

 
$
1.32

 
$
3.18

Weighted average units outstanding for the calculation of basic & diluted net income per unit
19,873,000

 
19,883,000

 
19,873,000

 
19,883,000

Distributions Per Unit
$
0.50

 
$

 
$
3.10

 
$
0.90

 
 
 
 
 
 
 
 






Notes to the 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, 2015
 
July 31, 2014
Cash Flows from Operating Activities

 

Net income
$
26,226,469

 
$
63,178,498

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

 

Depreciation and amortization
6,043,295

 
7,237,273

Unrealized (gain) on risk management & marketable securities
(366,969
)
 
(653,853
)
Amortization of deferred revenue
(227,641
)
 
(313,050
)
Change in accretion of interest on grant receivable
(45,592
)
 
(17,159
)
Distributions (earnings) in excess of earnings (distributions) from investments
8,559,089

 
(4,553,415
)
Deferred compensation expense
157,079

 
38,299

Change in assets and liabilities

 

Accounts receivable
5,653,891

 
(3,279,894
)
Inventory
(2,627,050
)
 
(254,561
)
Prepaid expenses and other
(775,430
)
 
(119,278
)
Accounts payable
(1,163,525
)
 
(63,734
)
Accrued expenses
(516,630
)
 
212,794

Deferred compensation payable
(126,014
)
 

Net cash provided by operating activities
40,790,972

 
61,411,920



 

Cash Flows from Investing Activities

 

Capital expenditures
(5,631,484
)
 
(2,097,121
)
Purchase of marketable securities
(3,000,000
)
 
(13,750,000
)
Proceeds from sale of marketable securities
5,150,000

 

Purchase of investments

 
(330,000
)
   Net cash (used in) investing activities
(3,481,484
)
 
(16,177,121
)


 

Cash Flows from Financing Activities

 

(Decrease) in outstanding checks in excess of bank balance

 
(563,531
)
Payments for long-term debt
(13,114
)
 
(1,598,480
)
Distributions to members
(61,606,300
)
 
(17,894,700
)
Payments received on grant receivable
506,224

 
473,686

Net cash (used in) financing activities
(61,113,190
)
 
(19,583,025
)


 

Net (Decrease) Increase in Cash and Equivalents
(23,803,702
)
 
25,651,774



 

Cash and Equivalents – Beginning of Period
47,444,566

 



 

Cash and Equivalents – End of Period
$
23,640,864

 
$
25,651,774

 
 
 

Supplemental Cash Flow Information

 

Cash paid for interest
$
108,598

 
$
169,896

 
 
 
 
Supplemental Disclosure of Noncash Operating, Investing & Financing Activities
 
 
 
Accounts payable related to construction in process
$
820,989

 
$

Deferred revenue reclassified as a reduction in fixed assets

 
450,000


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

6

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2015



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, 2014, contained in the Company's annual report on Form 10-K for 2014.

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
Marketable securities consist of certificates of deposits with original maturities of greater than three months and mutual funds. Certificates of deposit are considered held to maturity securities, which are measured at cost. Mutual funds are considered 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, 2015, marketable securities consisted of mutual funds invested in intermediate-term municipal and government bonds with an approximate cost and fair market value of $6,136,000 and $6,179,000, respectively. At October 31, 2014, marketable securities consisted of mutual funds invested in intermediate-term municipal and government bonds with an approximate cost and fair market value of $5,211,000 and $5,263,000, respectively, and certificates of deposit all with maturities of less than one year and an approximate value of $3,000,000. For the three months ended July 31, 2015 the Company recorded a net unrealized gain of approximately $1,000 from these investments as part of other income (expense). For the nine months ended July 31, 2015 the Company recorded a net realized and unrealized gain of approximately $23,000 and $43,000, respectively, from these investments as part of other income (expense). 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).

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.


7

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2015



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.

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 period ended July 31, 2015 for all companies is based on the investee's results for the three and nine months ended June 30, 2015.
  
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.

8

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2015



 
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.

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, determined using level 3 inputs, 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, 2015, ethanol sales accounted for approximately 77% and 80% of total revenue, respectively, distiller grains sales accounted for approximately 20% and 17% of total revenue, respectively, and corn oil sales accounted for approximately 3% of total revenue while corn costs averaged approximately 74% and 78% 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, 2015 and October 31, 2014:

 
 
July 31, 2015

 
October 31, 2014

Raw Materials
 
$
3,863,173

 
$
3,150,725

Work in Process
 
1,247,174

 
1,193,582

Finished Goods
 
2,376,755

 
515,745

Totals
 
$
7,487,102

 
$
4,860,052



9

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2015



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 (3.34% as of July 31, 2015). 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. The agreement allows for additional reductions in the maximum borrowings at the Company's request.
 
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, 2015, the Company had no outstanding borrowings and $20 million additional available to borrow under the credit agreement. As of October 31, 2014, the Company had no borrowings outstanding.
 
The Company had other notes payable of approximately $0 and $13,000 outstanding as of July 31, 2015 and October 31, 2014, 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 from the related parties during the three and nine months ended July 31, 2015 totaled approximately $16,056,000 and $53,816,000, respectively. Purchases during the three and nine months ended July 31, 2014 totaled approximately $14,443,000 and $51,832,000, respectively. As of July 31, 2015 the amount owed to related parties was approximately $5,000.

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.

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,
 
 
2015
 
2014
 
2015
 
2014
Sales ethanol, distiller grains & corn oil
 
$
52,137,000

 
$
71,437,000

 
$
166,309,000

 
$
227,800,000

Marketing fees
 
113,000

 
105,000

 
320,000

 
310,000

 
 
 
 
 
 
 
 
 
As of
 
July 31, 2015
 
October 31, 2014
 
 
 
 
Amount due from marketer
 
$
1,932,000

 
$
7,587,000

 
 
 
 


10

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2015



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.

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, 2015 and 2014 and the fair value of derivatives as of July 31, 2015 and October 31, 2014:

 
 
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
 
$
91,000

 
$
(32,000
)
 
$
59,000

three months ended July 31, 2015
 
Cost of Goods Sold
 
(423,000
)
 
(184,000
)
 
(607,000
)
 
 
Total
 
$
(332,000
)
 
$
(216,000
)
 
$
(548,000
)
 
 
 
 
 
 
 
 
 
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
 
$
43,000

 
$
(48,000
)
 
$
(5,000
)
nine months ended July 31, 2015
 
Cost of Goods Sold
 
8,000

 
496,000

 
504,000

 
 
Total
 
$
51,000

 
$
448,000

 
$
499,000

 
 
 
 
 
 
 
 
 
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


 
 
Balance Sheet Classification
 
July 31, 2015
 
October 31, 2014
Futures and option contracts through December 2015
 
 
 
 
 
 
In gain position
 
 
 
$
381,000

 
$
648,000

In loss position
 
 
 
(12,000
)
 
(726,000
)
Cash held by broker
 
 
 
317,000

 
464,000

 
 
Current Asset
 
$
686,000

 
$
386,000


11

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2015




As of July 31, 2015, the Company had the following approximate outstanding purchase and sale commitments, of which approximately $8,769,000 of the purchase commitments were with related parties.

 
 
Commitments Through
 
Amount
Sale commitments
 
 
 
 
Corn Oil - fixed price
 
September 2015
 
$
1,172,000

Distiller Grains - fixed price
 
September 2015
 
5,015,000

 
 
 
 
 
Purchase commitments
 
 
 
 
Corn - fixed price
 
July 2016
 
$
7,711,000

Corn - basis contract
 
October 2015
 
12,448,000

Natural gas - fixed price
 
March 2016
 
1,003,000


As of July 31, 2015, the Company has fixed price futures and forward contracts in place for approximately 11% of our anticipated corn needs, 10% of our natural gas needs and 2% 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 comprised 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, 2015



 
 
Total
 
Level 1
 
Level 2
 
Level 3
Marketable securities
 


 
 
 
 
 
 
Assets, July 31, 2015
 
$
6,179,000

 
$
6,179,000

 
$

 
$

Assets, October 31, 2014
 
5,264,000

 
5,264,000

 

 

Derivative financial instruments
 
 
 
 
 
 
 
 
July 31, 2015
 


 


 


 

Assets
 
$
381,000

 
$
333,000

 
$
48,000

 
$

Liabilities
 
(12,000
)
 

 
(12,000
)
 

October 31, 2014
 
 
 

 


 

Assets
 
$
648,000

 
$
447,000

 
$
201,000

 
$

Liabilities
 
(726,000
)
 
(610,000
)
 
(116,000
)
 


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
 
6/30/2015
 
9/30/2014
 
 
 
 
Current Assets
 
$
266,452

 
$
320,903

 
 
 
 
Other Assets
 
254,236
 
267,563
 
 
 
 
Current Liabilities
 
150,895
 
140,262
 
 
 
 
Long-term Debt
 
29,441
 
17,007
 
 
 
 
Members’ Equity
 
340,352
 
431,197
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended July 31.
 
Nine Months Ended July 31.
Income Statement
 
2015
 
2014
 
2015
 
2014
Revenue
 
$
198,940

 
$
236,440

 
$
594,186

 
$
746,589

Gross Profit
 
27,932

 
53,352

 
84,973

 
170,079

Net Income
 
23,251

 
48,753

 
70,581

 
155,714


The Company recorded equity in net income of approximately (in 000's):
 
 
Three Months Ended July 31,
 
Nine Months Ended July,
Equity in Net Income
 
2015
 
2014
 
2015
 
2014
Absolute Energy
 
$
498

 
$
1,304

 
$
1,936

 
$
3,843

Guardian Energy
 
767

 
802

 
1,788

 
5,458

Homeland Energy Solutions
 
667

 
1,735

 
1,878

 
3,894

Other
 
90

 
83

 
432

 
429

Total
 
$
2,022

 
$
3,924

 
$
6,034

 
$
13,624


The following table shows the condensed financial information of Guardian Energy, which represents greater than 10% of the net income during certain periods presented:


13

GOLDEN GRAIN ENERGY, LLC
Notes to Unaudited Financial Statements
July 31, 2015



Guardian Energy Condensed Financial Information
 
 
 
 
Balance Sheet
 
6/30/2015
 
9/30/2014
 
 
 
 
Current Assets
 
$
18,164

 
$
68,726

 
 
 
 
Other Assets
 
49,212
 
56,576
 
 
 
 
Current Liabilities
 
14,822
 
22,193
 
 
 
 
Long-term Debt
 
29,200
 
16,788
 
 
 
 
Members’ Equity
 
23,354
 
86,321
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
Income Statement
 
6/30/2015
 
6/30/2014
 
6/30/2015
 
6/30/2014
Revenue
 
$
62,256

 
$
61,473

 
$
177,373

 
$
231,548

Gross Profit
 
10,896
 
11,059
 
28,543
 
61,872
Net Income
 
7,157

 
7,582
 
17,033
 
51,352


14


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. 

Reduced corn ethanol use requirements in the EPA's proposed renewable volume obligations under the Renewable Fuels Standard for 2014, 2015 and 2016;
The impact lower gasoline prices have on the market price of ethanol and our ability to profitably operate the ethanol plant;
Changes in the availability and price of corn and natural gas;
Any elimination of the renewable fuels use requirements under the RFS;
Our ability to transport our finished goods in order to continue to operate our ethanol plant at capacity;
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 November 17, 2014, our board of directors declared a distribution of $2.60 per membership unit for members of record as of November 17, 2014. The total amount of the distribution was $51,669,800 which was paid in December 2014. On

15


May 18, 2015, our board of directors declared a distribution of $0.50 per membership unit for members of record as of that date. The total amount to be distributed was $9,936,500 and was paid in June 2015.

On May 29, 2015, the United States Environmental Protection Agency (EPA) released its proposed final rule setting the renewable volume obligations pursuant to the Federal Renewable Fuels Standard (RFS) for 2014, 2015 and 2016. The renewable volume obligations are the amount of renewable fuels which must be used each year in the United States pursuant to the RFS. The EPA has authority in certain situations to adjust the statutory obligations under the RFS, which authority the EPA proposes to use pursuant to its May 29, 2015 release. The renewable volume obligations for corn-based ethanol are lower than the statutory requirements in 2014, 2015 and 2016. Management believes that this decrease in the renewable volume obligations for corn-based ethanol will negatively impact operating margins in the ethanol industry. Management expects that there will be lawsuits filed against the EPA challenging its authority to reduce the renewable volume obligations below the statutory requirements.

Results of Operations

Comparison of the Three Months Ended July 31, 2015 and 2014
 
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, 2015 and 2014:

 
2015
 
2014
Income Statement Data
Amount
 
%
 
Amount
 
%
Revenue
$
52,082,545

 
100.0
 
$
70,787,145

 
100.0
Cost of Goods Sold
46,027,948

 
88.4
 
51,794,354

 
73.2
Gross Profit
6,054,597

 
11.6
 
18,992,791

 
26.8
Operating Expenses
739,917

 
1.4
 
1,025,631

 
1.4
Operating Income
5,314,680

 
10.2
 
17,967,160

 
25.4
Other Income
2,041,470

 
3.9
 
3,958,596

 
5.6
Net Income
$
7,356,150

 
14.1
 
$
21,925,756

 
31.0

Revenues. Our total revenue was lower for our third quarter of 2015 compared to the same period of 2014 due to lower average prices we received for our products. For our third quarter of 2015, 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. For our third quarter of 2014, ethanol sales accounted for approximately 80% of our total revenue, distiller grains sales accounted for approximately 17% 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 32% lower for our third quarter of 2015 compared to the same period of 2014. Management attributes this decrease in the average price we received for our ethanol with lower gasoline and corn prices which typically impacts market ethanol prices. Further, ethanol supply in the market has been higher which has negatively impacted market ethanol prices. Management anticipates that ethanol prices will remain lower due to the current relationship between ethanol supply and demand. Management anticipates that ethanol exports may remain at their current high levels due to low ethanol prices, which could provide some price support for ethanol. However, without a significant increase in domestic ethanol demand, ethanol prices may remain low. Further, corn and gasoline prices are expected to remain low which may continue to negatively impact market ethanol prices. Due to the stronger United States Dollar compared to the Brazilian Reis along with very favorable prices for sugarcane based ethanol in the United States, management anticipates increased ethanol imports from Brazil which will further impact ethanol supplies in the United States. If we experience significantly more ethanol imports compared to our ethanol exports, it may result in further ethanol price decreases.

Management believes that ethanol prices were negatively impacted by the EPA's release of the proposed renewable volume obligations for 2014, 2015 and 2016 which reduced the amount of corn-based ethanol which must be used in the United States during those years. Management believes that this reduction has had a negative impact on ethanol demand and prices which may continue through the next two years. This negative impact is especially pronounced due to current low gasoline prices. In the past, many fuel blenders used ethanol because of the difference in price between gasoline and ethanol. This voluntary use of ethanol in excess of the requirements in the RFS has been decreased due to the fact that the spread between the price of ethanol and gasoline is smaller. Management anticipates continued volatility in the ethanol market as a result of changing gasoline prices which impacts ethanol demand and ultimately prices.

16



We sold approximately 2% more gallons of ethanol during our third quarter of 2015 compared to the same period of 2014. Management attributes this increase in ethanol sales with increased ethanol production efficiency due to plant improvement projects we implemented during our 2015 fiscal year. In addition, the maintenance shutdown we had in the third quarter of 2014 was longer than the maintenance shutdown in the third quarter of 2015. Our total ethanol production was approximately 6% higher during our third quarter of 2015 as compared to the same period of 2014. Management anticipates that our ethanol sales and production will be slightly greater during the rest of our 2015 fiscal year compared to our 2014 fiscal year due to these plant efficiency improvements.

During our third quarter of 2015, we experienced combined realized and unrealized gains on our ethanol derivatives of approximately $59,000 which increased our revenue. By comparison, we experienced combined realized and unrealized losses on our ethanol derivative instruments of approximately $544,000 during our third quarter of 2014 which decreased our revenue.

The average price per ton we received for our dried distillers grains was approximately 13% less for our third quarter of 2015 compared to the same period of 2014. In addition, the average price per ton we received for our modified/wet distillers grains was approximately 31% less for our third quarter of 2015 compared to the same period of 2014. Management attributes these price decreases with lower market corn prices and higher corn supplies after the 2014 harvest. China started accepting distiller grains exports from the United States at the end of 2014 after nearly six months when China did not accept distiller grains from the United States. While China has restarted imports of distiller grains, many are concerned that China could once again refuse distiller grains from the United States which results in uncertainty regarding future distiller grains demand. This uncertainty may continue to negatively impact market distiller grains prices. However, with China reentering the distiller grains market, distiller grains prices have trended higher and have positively impacted our operating margins. Management anticipates that distiller grains will continue to trade at a relative value of nearly 100% of corn for the foreseeable future.

Our distiller grains production was approximately 3% less during our third quarter of 2015 compared to the same period of 2014 due primarily to improved corn to ethanol conversion efficiency and increased corn oil production. As we extract more ethanol and corn oil from a bushel of corn, it results in less total tons of distiller grains produced. Management anticipates distiller grains production to be comparable during our final quarter of 2015 compared to our 2014 fiscal year due to the net effect of an anticipated increase in total ethanol production, partially offset by improved operating efficiency and corn oil production.

We sold approximately 24% more pounds of corn oil during our third quarter of 2015 compared to the same period of 2014. This increase in corn oil sales resulted from increased ethanol production during the 2015 period along with improved corn oil extraction efficiency. The average price per pound we received for our corn oil was approximately 21% less for our third quarter of 2015 compared to the same period of 2014. 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. Management anticipates continued competition from these competing products which may continue to result in lower corn oil prices. Further, management anticipates continued volatility in corn oil prices due to uncertainty regarding corn oil demand. The biodiesel industry is a major source of corn oil demand. However, recent legislative uncertainty related to the biodiesel blenders' tax credit has negatively impacted biodiesel production which has a corresponding impact on corn oil prices.

Cost of Goods Sold. Our cost of goods sold was significantly lower for our third quarter of 2015 compared to the same period of 2014 due primarily to lower corn costs and natural gas costs. Our average cost per bushel of corn was approximately 23% lower during our third quarter of 2015 compared to the same period of 2014. This decrease in our cost per bushel of corn was primarily related to decreased market corn prices. Corn prices have continued to trend lower due to abundant corn supplies and favorable growing conditions which management believes will result in another large corn crop in the fall of 2015. These two factors may lead to continued lower corn prices for our 2016 fiscal year.
 
We consumed approximately 5% more corn during our third quarter of 2015 compared to the same period of 2014 due to increased ethanol production. In addition, we were able to improve our corn conversion rate by approximately 1% during our third quarter of 2015 compared to the same period of 2014 which allowed us to produce more of our products per bushel of corn. Management anticipates consistent corn consumption during the rest of our 2015 fiscal year provided we continue to experience profitable operating margins which allow us to operate the ethanol plant at capacity.

Our natural gas costs decreased by approximately 36% during our third quarter of 2015 compared to the same period of 2014. The average price we paid per MMBtu of natural gas was approximately 37% lower during our third quarter of 2015 compared to the same period of 2014. Management attributes this decrease in natural gas prices with lower commodity and energy prices during the 2015 period. Further, we experienced a spike in natural gas prices during our second quarter of 2014 which resulted in significantly higher natural gas prices during that time. These higher natural gas prices continued into our third quarter

17


of 2014. Management anticipates that natural gas prices will continue to trade in a range which has been typical of previous years. Our natural gas consumption during our third quarter of 2015 was approximately 2% higher and we experienced approximately a 4% improvement in efficiencies compared to the same period of 2014. Management attributes this increase in our natural gas consumption with increased ethanol production.

We experienced a combined realized and unrealized loss of approximately $607,000 for our third quarter of 2015 related to our corn and natural gas derivative instruments which increased our cost of goods sold. By comparison, we experienced approximately $5.9 million of combined realized and unrealized gains for the same period of 2014 related to our corn and natural gas derivative instruments which 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 lower during our third quarter of 2015 compared to the same period of 2014 primary due to less personnel expense during 2015 and higher contributions to trade organizations during 2014 as compared to the third fiscal quarter of 2015. Management anticipates that our operating expenses will remain slightly lower during the remaining quarter of our 2015 fiscal year compared to our 2014 fiscal year.

Other Income (Expense). Other income was lower for our third quarter of 2015 compared to the same period of 2014 due to a decrease in our portion of the net income generated by our investments. Our investments are in other companies involved in the ethanol industry which experienced less favorable operating margins during our third quarter of 2015. We had less interest expense during our third quarter of 2015 compared to the same period of 2014 due to less outstanding borrowing on our revolving loan. We had less other income during our third quarter of 2015 compared to the same period of 2014 due to a reduction in income from investments recorded on the cost basis and not recorded under the equity method.
 
Comparison of the Nine Months Ended July 31, 2015 and 2014
 
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, 2015 and 2014:

 
2015
 
2014
Income Statement Data
Amount
 
%
 
Amount
 
%
Revenue
$
165,984,860

 
100.0
 
$
223,329,981

 
100.0
Cost of Goods Sold
143,749,608

 
86.6
 
171,354,608

 
76.7
Gross Profit
22,235,252

 
13.4
 
51,975,373

 
23.3
Operating Expenses
2,491,322

 
1.5
 
2,797,894

 
1.3
Operating Income
19,743,930

 
11.9
 
49,177,479

 
22.0
Other Income
6,482,539

 
3.9
 
14,001,019

 
6.3
Net Income
$
26,226,469

 
15.8
 
$
63,178,498

 
28.3

Revenues. Our total revenue was lower for our nine months ended July 31, 2015 compared to the same period of 2014 due to lower average prices that we received for our products. For our nine months ended July 31, 2015, ethanol sales accounted for approximately 80% of our total revenue, distiller grains sales accounted for approximately 17% of our total revenue, and corn oil sales accounted for approximately 3% of our total revenue. 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.
    
The average price per gallon we received for our ethanol was approximately 30% lower for our nine months ended July 31, 2015 compared to the same period of 2014. Management attributes this decrease in the average price we received for our ethanol with lower gasoline and corn prices which typically impacts ethanol prices. Further, during our first two quarters of 2014, there were significant rail shipping delays which management believes reduced ethanol supply and in turn supported higher ethanol prices during that time. Management believes these supply disruptions distorted the market price of ethanol during our 2014 fiscal year.

We sold approximately 5% more gallons of ethanol during our nine months ended July 31, 2015 compared to the same period of 2014. As a result of rail logistics issues we experienced during the first half of 2014, we were required to slow operations during that time and our ethanol inventory increased which decreased our ethanol sales. We have also experienced increased

18


production efficiencies during 2015 which has increased the gallons of ethanol we are able to produce and sell. We did not experience the same logistics issues during our 2015 fiscal year which resulted in increased ethanol sales during the 2015 period.

During our nine months ended July 31, 2015, we experienced combined realized and unrealized losses on our ethanol derivatives of approximately $5,000 which decreased our revenue. By comparison, we experienced combined realized and unrealized losses on our ethanol derivative instruments of approximately $4,160,000 during our nine months ended July 31, 2014, which decreased our revenue.

The average price per ton we received for our dried distillers grains was approximately 27% less for our nine months ended July 31, 2015 compared to the same period of 2014. 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, 2015 compared to the same period of 2014. Management attributes these price decreases with lower market corn prices and higher corn supplies after the 2014 harvest.

Our dried distiller grains production was approximately 3% less during our nine months ended July 31, 2015 compared to the same period of 2014 due primarily to an improvement in our conversion rate of corn into ethanol and corn oil which resulted in lower distiller grains production. As we extract more ethanol and corn oil from a bushel of corn, it results in less total tons of distiller grains produced.

We sold approximately 13% more pounds of corn oil during our nine months ended July 31, 2015 compared to the same period of 2014. This increase in corn oil sales resulted from increased ethanol production and corn usage as well as improved corn oil extraction techniques during the 2015 period. The average price per pound we received for our corn oil was approximately 15% less for our nine months ended July 31, 2015 compared to the same period of 2014. 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.

Cost of Goods Sold. Our cost of goods sold was significantly lower for our nine months ended July 31, 2015 compared to the same period of 2014 due primarily to lower corn costs and natural gas costs. Our average cost per bushel of corn was approximately 19% lower during our nine months ended July 31, 2015 compared to the same period of 2014. This decrease in our cost per bushel of corn was primarily related to decreased market corn prices.
 
We consumed approximately 5% more bushels of corn during our nine months ended July 31, 2015 compared to the same period of 2014 due to increased ethanol production which was partially offset by improved corn conversion efficiency. We were able to improve our corn conversion rate by approximately 1% during our nine months ended July 31, 2015 compared to the same period of 2014 which allowed us to produce more of our products per bushel of corn.

Our natural gas costs decreased by approximately 42% during our nine months ended July 31, 2015 compared to the same period of 2014. The average price we paid per MMBtu of natural gas was approximately 42% lower during our nine months ended July 31, 2015 compared to the same period of 2014. Management attributes this decrease in natural gas prices with lower commodity and energy prices during the 2015 period. Further, we experienced a spike in natural gas prices during the first half of 2014 which resulted in significantly higher natural gas prices during that time. Our natural gas consumption during our nine months ended July 31, 2015 was approximately 1% lower compared to the same period of 2014 which is driven by a 7% improvement in efficiencies per gallon. Management attributes this decrease in our natural gas consumption with capital improvements we made to our thermal oxidier which made it more energy efficient.

We experienced approximately $504,000 of combined realized and unrealized gains for our nine months ended July 31, 2015 related to our corn and natural gas derivative instruments which decreased our cost of goods sold. By comparison, we experienced approximately $4,301,000 of combined realized and unrealized gain for the same period of 2014 related to our corn and natural gas derivative instruments which decreased our cost of goods sold.

Operating Expenses. Our operating expenses were less during our nine months ended July 31, 2015 compared to the same period of 2014 due to reduced accrual of employee bonuses, which are based on net income, and payment of personnel expenses. We also experienced a slight reduction in dues and subscriptions expense.

Other Income (Expense). Other income was lower for our nine months ended July 31, 2015 compared to the same period of 2014 due to a decrease in our portion of the net income generated by our investments. Our investments are in other companies involved in the ethanol industry which experienced less favorable operating margins during our first nine months of 2015. We had less interest expense during our nine months ended July 31, 2015 compared to the same period of 2014 due to less outstanding borrowing capacity on our revolving loan.

19



Changes in Financial Condition for the Nine Months Ended July 31, 2015

Current Assets. We had less cash and equivalents as well as marketable securities at July 31, 2015 compared to October 31, 2014. This decrease in our cash position and marketable securities is due primarily to nearly $62 million in distributions we paid to our members during our 2015 fiscal year. The decrease in our accounts receivable at July 31, 2015 compared to October 31, 2014 was due to reduced ethanol prices at the end of our third quarter of 2015 compared to the end of our 2014 fiscal year in addition to the timing of a unit train shipment. The value of our inventory was greater at July 31, 2015 compared to October 31, 2014 primarily due to increased finished goods inventory due to timing of a unit train shipment.

Property and Equipment. The net value of our property and equipment was slightly higher at July 31, 2015 compared to October 31, 2014 due to an increase in capital projects offset by depreciation. We had approximately $2.4 million in construction in progress at July 31, 2015 related to various capital projects we were conducting during our 2015 fiscal years, including our water treatment facility and steam utilization project.

Other Assets. Our other assets were lower at July 31, 2015 compared to October 31, 2014 due to a decrease in the value of our various investments caused by distributions received in excess of earnings recorded for the nine months ended July 31, 2015.

Current Liabilities. Our accounts payable at July 31, 2015 were comparable to October 31, 2014. Our accrued expenses were lower at July 31, 2015 compared to October 31, 2014 due to payment of employee benefits as it relates to bonuses for our 2014 fiscal year, which are partially based on net income and therefore are not expected to be as high in 2015 as they were in 2014.

Long-term Liabilities. Our long-term liabilities were similar at July 31, 2015 compared to October 31, 2014.

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, 2015, we had $20 million available pursuant to our revolving term loan and approximately $30 million in cash and equivalents and marketable securities.

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. We expect to fund our current capital projects using cash we have on hand as well as our revolving line of credit. 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 commenced a program of investing our excess cash in short-term liquid investments which allows 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 bank. As a result, our plan is intended to decrease the risk we face if we were concentrating our cash balances with one financial institution.

The following table shows our cash flows for the nine months ended July 31, 2015 and 2014:

 
Nine Months Ended July 31,
 
2015
 
2014
Net cash provided by operating activities
$
40,790,972

 
$
61,411,920

Net cash (used in) investing activities
(3,481,484
)
 
(16,177,121
)
Net cash (used in) financing activities
(61,113,190
)
 
(19,583,025
)

Cash Flow From Operations 

Our cash flows from operations for the nine months ended July 31, 2015 were lower compared to the same period of 2014 due primarily to decreased income offset by distributions received in excess of earnings from our investments.
 

20


Cash Flow From Investing Activities 

We used less cash for investing activities during our nine months ended July 31, 2015 compared to the same period of 2014 due to having less purchases of marketable securities during the 2015 period. During the 2015 period we had more capital expenditures compared to the 2014 period due to our plant improvement projects. Further, during the 2015 period we received proceeds from the sale of a portion of our marketable securities.

Cash Flow From Financing Activities.

During our nine months ended July 31, 2015, we primarily used cash for financing activities related to two distributions we paid to members. During our nine months ended July 31, 2014, we used more cash for the payment of long-term debt compared to the 2015 period.

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 $20 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.
 
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. The loan agreement allows for additional reductions in the maximum borrowings at our request. 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 0.5% of the unused portion of this loan. As of July 31, 2015, we had $0 outstanding on this loan with an accrued interest rate of 3.34% per year. As of July 31, 2015, we had approximately $20 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, 2015, 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:

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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.

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, 2015. 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

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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.

As of July 31, 2015, we had price protection in place for approximately 11% of our anticipated corn needs, 10% of our natural gas needs and 2% 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, 2015, 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, 2015. 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
 
2,801,000

 
MMBTU
 
10%
 
$
797,000

Ethanol
 
112,312,000

 
Gallons
 
10%
 
16,229,000

Corn
 
34,958,000

 
Bushels
 
10%
 
12,788,000


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 Executive Vice President and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures.

Our management, including our Executive Vice President (the principal executive officer), Curtis Strong, along with our Chief Financial Officer (the principal financial officer), Christine Marchand, have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of July 31, 2015.  Based on this review and evaluation, these officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission; and to ensure that the information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

For the fiscal quarter ended July 31, 2015, 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.


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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

The following risk factor is provided due to material changes from the risk factors previously disclosed in our annual report on Form 10-K. The risk factor 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, 2014, included in our annual report on Form 10-K.

On May 29, 2015 the EPA released its proposed renewable volume obligations for corn-based ethanol under the RFS which is lower than the statutory requirements which has negatively impacted the market price of ethanol.

On May 29, 2015, the EPA released its proposed renewable volume obligations under the RFS for 2014, 2015 and 2016. The renewable volume obligations for conventional biofuels, including the corn-based ethanol we produce, is significantly lower than the statutory standard set in the RFS. The RFS requires the use of 14.40 billion gallons of conventional biofuels in 2014, 15 billion gallons in 2015 and 15 billion gallons in 2016. Pursuant to the EPA proposal, the requirement for conventional biofuels in 2014 is 13.25 billion gallons, 13.40 billion gallons in 2015 and 14 billion gallons in 2016. This is a one billion gallon or more reduction in each of these years compared to the requirements in the RFS. Further, due to the lower price of gasoline, we do not anticipate that renewable fuels blenders will use additional gallons of ethanol than what is required by the RFS which may result in a significant decrease in ethanol demand. This departure by the EPA from the statutory requirements in the RFS is expected to have a negative impact on ethanol prices and demand in 2015 and 2016 and potentially beyond and is expected to result in reduced operating margins in the future. This reduction in ethanol demand is expected to have a material negative impact on our operating performance and financial condition.

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.

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, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of July 31, 2015 and October 31, 2014, (ii) Statements of Operations for the three and nine months ended July 31, 2015 and 2014, (iii) Statements of Cash Flows for the nine months ended July 31, 2015 and 2014, and (iv) the Notes to Condensed Financial Statements.**

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*    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 11, 2015
 
/s/ Curtis Strong
 
 
 
Curtis Strong
 
 
 
Executive Vice-President
 
 
 
(Principal Executive Officer)
 
 
 
 
Date:
September 11, 2015
 
/s/ Christine Marchand
 
 
 
Christine Marchand
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)


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