Form 10-Q |
(Mark one) | |||||
þ |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||||
For the quarterly period ended June 30, 2011 | |||||
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from _________ to __________ |
Commission file number 000-53041 | ||
SOUTHWEST IOWA RENEWABLE ENERGY, LLC | ||
(Exact name of registrant as specified in its charter) | ||
Iowa | 20-2735046 |
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.) |
10868 189th Street, Council Bluffs, Iowa 51503
|
|||
(Address of principal executive offices)
|
|||
(712) 366-0392
|
|||
(Registrant’s telephone number, including area code)
|
|||
__________________________________________________________________
|
|||
(Former name, former address and former fiscal year, of changed since last report)
|
|||
Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R 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). Yes £ No R
|
|||
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 £ Accelerated filer £ Non-accelerated filer £ Smaller reporting company R
|
|||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R
|
|||
As of June 30, 2011, the issuer had 8,805 Series A Units, 3,334 Series B Units, and 1,000 Series C Units issued and outstanding.
|
PART I—FINANCIAL INFORMATION
|
|||
Item Number
|
Item Matter
|
Page Number
|
|
Item 1.
|
Financial Statements.
|
1
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
16
|
|
Item 3.
|
Quantitative and Qualitative Disclosure about Market Risk.
|
22
|
|
Item 4.
|
Controls and Procedures.
|
23
|
|
PART II—OTHER INFORMATION
|
|||
Item 1.
|
Legal Proceedings.
|
24
|
|
Item 1A.
|
Risk Factors.
|
24
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
24
|
|
Item 3.
|
Defaults Upon Senior Securities.
|
24
|
|
Item 4.
|
(Removed and Reserved).
|
24
|
|
Item 5.
|
Other Information.
|
24
|
|
Item 6.
|
Exhibits.
|
24
|
|
Signatures
|
28
|
||
Certifications
|
See Exhibits 31 and 32
|
PART I—FINANCIAL INFORMATION
|
SOUTHWEST IOWA RENEWABLE ENERGY, LLC
|
|||||
Balance Sheets
|
|||||
ASSETS
|
June 30, 2011
|
September 30, 2010
|
|||
(Unaudited)
|
|||||
Current Assets
|
|||||
Cash and cash equivalents
|
$
|
6,902,980
|
$
|
3,432,544
|
|
Restricted cash
|
300,982
|
0
|
|||
Accounts receivable
|
339,740
|
0
|
|||
Accounts receivable, related party
|
18,420,984
|
23,392,670
|
|||
Due from broker
|
3,609,652
|
2,260,015
|
|||
Inventory
|
13,642,728
|
8,013,153
|
|||
Derivative financial instruments, related party
|
0
|
688,039
|
|||
Derivative financial instruments
|
141,988
|
0
|
|||
Prepaid expenses and other
|
1,003,504
|
533,513
|
|||
Total current assets
|
44,362,558
|
|
38,319,934
|
||
Property, Plant, and Equipment
|
|||||
Land
|
2,064,090
|
2,064,090
|
|||
Plant, Building and Equipment
|
203,519,090
|
199,771,260
|
|||
Office and Other Equipment
|
731,527
|
720,529
|
|||
Total Cost
|
206,314,707
|
202,555,879
|
|||
Accumulated Depreciation
|
(39,566,734)
|
(28,757,303)
|
|||
Net property and equipment
|
166,747,973
|
173,798,576
|
|||
Other Assets
|
|||||
Other
|
-
|
1,142,388
|
|||
Financing costs, net of amortization of $2,243,462 and $1,949,651
|
1,636,671
|
1,930,482
|
|||
Total other assets
|
1,636,671
|
3,072,870
|
|||
Total Assets
|
$
|
212,747,202
|
$ |
215,191,380
|
|
Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.
|
SOUTHWEST IOWA RENEWABLE ENERGY, LLC
|
|||||
Balance Sheets
|
|||||
LIABILITIES AND MEMBERS’ EQUITY
|
June 30,
2011
|
September 30,
2010
|
|||
(Unaudited)
|
|||||
Current Liabilities
|
|||||
Accounts payable
|
$
|
1,184,020
|
$
|
978,388
|
|
Accounts payable, related parties
|
5,098,920
|
2,542,055
|
|||
Derivative financial instruments, related party
|
9,484
|
-
|
|||
Derivative financial instruments
|
-
|
75,125
|
|||
Accrued expenses
|
2,401,196
|
2,624,916
|
|||
Accrued expenses, related parties
|
4,829,314
|
2,913,206
|
|||
Current maturities of notes payable
|
22,370,975
|
18,058,574
|
|||
Total current liabilities
|
35,893,909
|
|
27,192,264
|
||
Long Term Liabilities
|
|||||
Notes payable, less current maturities
|
127,154,773
|
135,868,087
|
|||
Other
|
625,009
|
700,006
|
|||
Total long term liabilities
|
127,779,782
|
136,568,093
|
|||
Commitments and Contingencies
|
|||||
Members’ Equity
|
|||||
Members’ capital, 13,139 Units issued and outstanding
|
76,474,111
|
76,474,111
|
|||
Accumulated (deficit)
|
(27,400,600)
|
(25,043,088)
|
|||
Total members’ equity
|
49,073,511
|
51,431,023
|
|||
Total Liabilities and Members’ Equity
|
$
|
212,747,202
|
$
|
215,191,380
|
|
Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.
|
SOUTHWEST IOWA RENEWABLE ENERGY, LLC |
Statement of Operations | |||||||||
Three
Months
Ended
June 30,
2011
(Unaudited)
|
Three
Months
Ended
June 30,
2010
(Unaudited)
|
Nine Months
Ended
June 30,
2011
(Unaudited)
|
Nine Months
Ended
June 30,
2010
(Unaudited)
|
||||||
Revenues
|
$
|
94,853,474
|
$
|
48,769,873
|
$
|
236,555,894
|
$
|
151,495,495
|
|
Cost of Goods Sold
|
|||||||||
Cost of goods sold-non hedging
|
87,611,198
|
47,942,915
|
214,589,874
|
149,866,980
|
|||||
Realized & unrealized hedging (gains and losses)
|
5,180,771
|
(108,928)
|
13,792,563
|
(3,806,457)
|
|||||
Cost of Goods Sold
|
92,791,969
|
47,833,987
|
228,382,437
|
146,060,523
|
|||||
Gross Margin
|
2,061,505
|
935,886
|
8,173,457
|
5,434,972
|
|||||
General and Administrative Expenses
|
933,741
|
1,154,939
|
3,293,090
|
3,651,647
|
|||||
Operating Income
|
1,127,764
|
(219,053)
|
4,880,367
|
1,783,325
|
|||||
Other ( Income) Expense
|
|||||||||
Interest income
|
(5,853)
|
(13,376)
|
(12,862)
|
(39,760)
|
|||||
Interest expense
|
2,426,329
|
2,178,756
|
7,312,267
|
6,622,401
|
|||||
Miscellaneous income
|
(5,550)
|
(11,348)
|
(61,526)
|
(128,124)
|
|||||
Total
|
2,414,926
|
2,154,032
|
7,237,879
|
6,454,517
|
|||||
Net (Loss)
|
$
|
(1,287,162)
|
$
|
(2,373,085)
|
$
|
(2,357,512)
|
$
|
(4,671,192)
|
|
Weighted Average Units
|
|||||||||
Outstanding—Basic & Diluted
|
13,139
|
13,139
|
13,139
|
13,139
|
|||||
Net (loss) per unit –basic & diluted
|
$
|
(97.96)
|
$
|
(180.61)
|
$
|
(179.43)
|
$
|
(355.52)
|
SOUTHWEST IOWA RENEWABLE ENERGY, LLC
|
||||||||||
Condensed Statements of Cash Flows
|
||||||||||
Nine Months Ended
June 30, 2011
|
Nine Months Ended
June 30, 2010
|
|||||||||
(Unaudited)
|
(Unaudited)
|
Cash Flows from Operating Activities
|
||||||
Net (loss)
|
$
|
(2,357,512)
|
$
|
(4,671,192)
|
||
Adjustments to reconcile net (loss) to net cash provided by (used in)
|
||||||
operating activities:
Depreciation
|
10,809,431
|
14,332,484
|
||||
Amortization
|
293,811
|
361,350
|
||||
(Increase) decrease in current assets:
Accounts receivable
|
4,631,946
|
(1,343,537)
|
||||
Inventories
|
(5,629,575)
|
(6,419,397)
|
||||
Prepaid expenses and other
|
(469,990)
|
(1,127,765)
|
||||
Derivative financial instruments
|
697,523
|
(1, 220,649)
|
||||
Due from broker
|
(1,349,637)
|
470,821
|
||||
Increase (decrease) in current liabilities:
|
||||||
Accounts and retainage payable
|
2,762,497
|
(611,819)
|
||||
Derivative financial instruments
|
(217,112)
|
-
|
||||
Accrued expenses
|
3,330,703
|
3,806,679
|
||||
Net cash provided by operating activities
|
12,502,085
|
3,576,975
|
||||
Cash Flows from Investing Activities
|
||||||
Purchase of property and equipment
|
(2,616,440)
|
(1,823,023)
|
||||
Increase in restricted cash
|
(300,982)
|
-
|
||||
Net cash (used in) investing activities
|
(2,917,422)
|
(1,823,023)
|
||||
Cash Flows from Financing Activities
|
||||||
Increase (Decrease) in other long term liabilities
|
(74,997)
|
(74,997)
|
||||
Payments for financing costs
|
-
|
(30,138)
|
||||
Proceeds from borrowings
|
10,300,000
|
6,980,651
|
||||
Payments on borrowings |
(16,339,230)
|
(10,319,451) | ||||
Net cash (used in) financing activities |
(6,114,227)
|
(3,443,935)
|
||||
Net increase (decrease) in cash and cash equivalents
|
3,470,436
|
(1,689,983) |
Cash and Equivalents—Beginning of Period
|
3,432,544
|
7,455,084
|
|||||||||
Cash and Equivalents—End of Period
|
$
|
6,902,980
|
$
|
5,765,101
|
|||||||
Supplemental Disclosures of Noncash Investing
|
|||||||||||
And Financing Activities
|
|||||||||||
Payment on Bridge Loan in exchange for Negotiable Subordinated Term
|
$
|
-
|
$
|
8,773,300
|
|||||||
Accrued interest included in long term debt
|
$
|
1,638,305
|
$
|
3,843,756
|
|||||||
Cash Paid for Interest
|
$
|
4,587,552
|
$
|
4,431,144
|
SOUTHWEST IOWA RENEWABLE ENERGY, LLC
Notes to Condensed Financial Statements (unaudited)
June 30, 2011
|
Balance Sheet
Classification
|
Number of
Bushels at
June 30, 2011
|
June 30,
2011
|
September 30,
2010
|
||||||
Derivative Asset | |||||||||
Derivative asset, related party
|
Current Asset | - | $ | - | $ | 688,039 | |||
Derivative liability | Current Liability | - | $ | - | $ | 75,125 | |||
Derivative liability, related
party
|
|||||||||
Current Liability | 4,213,542 | $ | 9,484 | $ | - | ||||
Current Asset | 795,000 | $ | (141,987) | $ | |||||
Statement of
Operations
Classification
|
Three Months
Ended June 30,
2011
|
Three Months
Ended
June 30, 2010
|
|||||||
Realized losses (gains) |
Cost of Goods Sold
|
$ |
4,454,204
|
$ |
(375,503)
|
||||
Unrealized (gains) losses |
Cost of Goods Sold
|
726,567
|
266,575
|
||||||
Net realized and unrealized
(gains) losses
|
$ |
5,180,771
|
$ | (108,928) | |||||
Statement of Operations Classification
|
Nine Months
Ended June 30,
2011
|
Nine Months
Ended June 30,
2010
|
|||||||
Realized losses (gains) | Cost of Goods Sold | $ |
13,065,996
|
$ | (2,585,808) | ||||
Unrealized (gains) losses | Cost of Goods Sold | $ |
726,567
|
(1,220,649) | |||||
Net realized and unrealized
(gains) losses
|
13,792,563
|
(3,806,457) |
Buildings | 40 Years | ||
Process Equipment | 10-20 Years | ||
Office Equipment | 3-7 Years |
|
June 30, 2011
|
September 30, 2010
|
||||
Raw materials – corn
|
$
|
5,243,247
|
$
|
3,796,261
|
||
Supplies and chemicals
|
2,204,141
|
1,716,922
|
||||
Work in process
|
2,235,008
|
1,484,157
|
||||
Finished goods
|
3,960,332
|
1,015,813
|
||||
Total
|
$
|
13,642,728
|
$
|
8,013,153
|
A Units | 8,805 | |
B Units
|
3,334
|
|
C Units
|
1,000
|
June 30, 2011
|
September 30, 2010
|
|||
$300,000 Note payable to IDED, a non-interest bearing obligation with
monthly payments of $2,500 due through the maturity date of March 2016
on the non-forgivable portion. (A)
|
$
|
287,500
|
$
|
-
|
$200,000 Note payable to IDED, a non-interest bearing obligation with
monthly payments of $1,667 due through the maturity date of March 2012
on the non-forgivable portion. (A)
|
13,333
|
28,333
|
||
Note payable to affiliate Bunge N.A. Holdings Inc. (“Holdings”), bearing
interest at LIBOR plus 7.50-10.5% with a floor of 3.00% (7.96% at June
30, 2011); maturity on August 31, 2014.
|
30,438,805
|
29,220,130
|
||
Note payable to affiliate ICM, Inc. (“ICM”), bearing interest at LIBOR
plus 7.50-10.5% with a floor of 3.00% (7.96% at June 30, 2011); maturity
on August 31, 2014.
|
10,481,102
|
10,061,472
|
||
Term facility and term revolver payable to AgStar bearing interest at
LIBOR plus 4.45%, with a 6.00% floor (6.00% at June 30, 2011); maturity
on August 1, 2014.
|
85,771,901
10,000,000
|
95,366,726
10,000,000
|
||
$15 million revolving working capital term facility payable to AgStar
bearing interest at LIBOR plus 4.45% with a 6.00% floor (6.00% at June
30, 2011), maturing March 31, 2012.
|
9,500,000
|
9,250,000
|
||
Capital leases payable to AgStar bearing interest at 3.088% maturing May
15, 2013.
|
33,106
|
-
|
||
Revolving line of credit payable to affiliate Holdings bearing interest at LIBOR plus 7.50-10.5% with a floor of 3.00% (7.69% at June 30, 2011).
|
3,000,000
|
-
|
||
Less current maturities
|
149,525,748
(22,370,975)
|
153,926,661
(18,058,574)
|
||
Total long term debt
|
$
|
127,154,773
|
$
|
135,868,087
|
Year Ended June 30, | ||||||
2012 | $ | 22,370,975 | ||||
2013 | 9,255,170 | |||||
2014 |
9,807,839
|
|||||
2015 | 108,074,264 | |||||
2016 | 17,500 | |||||
Total | $ | 149,525,748 |
June 30, 2011 | ||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||
Readily marketable inventories
(corn)
|
$
|
5,243,247
|
$
|
5,243,247
|
||||||||
Derivative financial instruments
|
||||||||||||
Corn forward contracts
asset (liability)
|
$
|
(9,484)
|
$
|
---
|
$
|
(9,484)
|
$
|
---
|
||||
Corn futures & exchange traded options
asset ( liability)
|
$
|
141,988
|
$
|
141,988
|
$
|
---
|
||||||
$
|
5,375,751
|
$
|
---
|
$
|
5,375,751
|
$
|
---
|
September 30, 2010 | ||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||
Derivative financial instruments
|
||||||||||||
Corn forward contracts
asset (liability)
|
$
|
688,039
|
$
|
---
|
$
|
688,039
|
$
|
---
|
||||
Corn futures &
exchange traded options
asset (liability)
|
$
|
(75,125)
|
$
|
(75,125)
|
$
|
---
|
$
|
---
|
||||
$
|
612,914
|
$
|
(75,125)
|
$
|
688,039
|
$
|
---
|
|
·
|
Overcapacity in the ethanol industry;
|
|
·
|
Fluctuations in the price and market for ethanol and distillers grains;
|
|
·
|
Availability and costs of products and raw materials, particularly corn, steam and natural gas;
|
|
·
|
Changes in our business strategy, capital improvements or development plans;
|
|
·
|
Changes in the environmental regulations that apply to our plant site and operations;
|
|
·
|
Our ability to hire and retain key employees for the operation of the plant;
|
|
·
|
Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agricultural, oil or automobile industries;
|
|
·
|
Changes in the weather and economic conditions impacting the availability and price of corn and natural gas;
|
|
·
|
Changes in federal and/or state laws (including the elimination of any federal and/or state ethanol tax incentives);
|
|
·
|
Changes and advances in ethanol production technology, and competition from alternative fuel additives;
|
|
·
|
Lack of transport, storage and blending infrastructure preventing ethanol from reaching high demand markets;
|
|
·
|
Changes in interest rates and lending conditions; and
|
|
·
|
Results of our hedging strategies.
|
Three Months Ended June 30, 2011
(Unaudited)(1)
|
Three Months Ended June 30, 2010
(Unaudited)(1)
|
||||||||||||||
Amounts
|
% of
Revenues
|
Gallons
|
Amounts
|
% of
Revenues
|
Gallons | ||||||||||
Income Statement Date | |||||||||||||||
Revenues
|
$
|
94,853,474
|
100%
|
$
|
3.08
|
$
|
48,769,873
|
100%
|
$
|
1.83
|
|||||
Cost of Goods Sold
|
|||||||||||||||
Material Costs
|
77,342,375
|
82%
|
2.52
|
32,289,897
|
66%
|
1.21
|
|||||||||
Variable Production Exp.
|
8,163,343
|
9%
|
.27
|
7,315,488
|
15%
|
.28
|
|||||||||
Fixed Production Exp.
|
7,286,251
|
8%
|
.24
|
8,228,602
|
17%
|
.31
|
|||||||||
Gross Margin
|
2,061,505
|
1%
|
0.07
|
935,886
|
2%
|
.03
|
|||||||||
General and Administrative Expenses
|
933,741
|
1%
|
0.03
|
1,154,939
|
2%
|
0.04
|
|||||||||
Other Expense
|
2,414,926
|
3%
|
0.08
|
2,154,032
|
4%
|
0.08
|
|||||||||
Net Loss
|
$
|
(1,287,162)
|
(3%)
|
$
|
(0.04)
|
$
|
(2,373,085)
|
(4%)
|
$
|
(0.09)
|
|
(1)
|
Includes ethanol and distillers grains converted to gallons.
|
|
||||||||||||||||||
Income Statement Data
|
Nine Months Ended June 30, 2011
(Unaudited)(1)
|
Nine Months Ended June 30, 2010
(Unaudited)(1)
|
||||||||||||||
Amounts
|
% of
Revenues
|
Gallons
|
Amounts
|
% of
Revenues
|
Gallons
|
||||||||||
Revenues
|
$
|
236,555,894
|
100%
|
$
|
2.76
|
$
|
151,495,495
|
100%
|
$
|
1.86
|
|||||
Cost of Goods Sold
|
|||||||||||||||
Material Costs
|
182,132,186
|
77%
|
2.12
|
104,623,873
|
69%
|
1.28
|
|||||||||
Variable Production Exp.
|
22,794,605
|
10%
|
.27
|
21,274,874
|
14%
|
.26
|
|||||||||
Fixed Production Exp.
|
23,455,646
|
10%
|
.27
|
20,161,776
|
13%
|
.25
|
|||||||||
Gross Margin
|
8,173,457
|
3%
|
0.10
|
5,434,972
|
4%
|
.07
|
|||||||||
General and Administrative Expenses
|
3,293,090
|
1%
|
0.04
|
3,651,647
|
2%
|
0.04
|
|||||||||
Other Expense
|
7,237,879
|
3%
|
0.08
|
6,454,517
|
5%
|
0.08
|
|||||||||
Net Loss
|
$
|
(2,357,512)
|
(1%)
|
$
|
(0.02)
|
$
|
(4,671,192)
|
(3%)
|
$
|
(0.05)
|
|
(1)
|
Includes ethanol and distillers grains converted to gallons.
|
Three Months Ended June 30, 2011
(Unaudited)
|
Three Months Ended June 30, 2010
(Unaudited)
|
||||||||||||||||
Gallons/Tons Sold
|
% of
Revenues
|
Gallons/Tons
Average Price
|
Gallons/Tons Sold
|
% of
Revenues
|
Gallons/Tons
Average Price
|
||||||||||||
Statistical Revenue Information
|
|||||||||||||||||
Denatured Ethanol
|
30,703,782
|
82%
|
$
|
2.53
|
26,587,530
|
84%
|
$
|
1.53
|
|||||||||
Dry Distiller’s Grains
|
70,926
|
16%
|
$
|
194.74
|
74,218
|
17%
|
$
|
102.719
|
|||||||||
Corn Oil
|
2230
|
2%
|
$
|
907.64
|
-
|
0%
|
$
|
-
|
Nine Months Ended June 30, 2011
(Unaudited)
|
Nine Months Ended June 30, 2010
(Unaudited)
|
||||||||||||||||
Gallons/Tons Sold
|
% of
Revenues
|
Gallons/Tons
Average Price
|
Gallons/Tons Sold
|
% of
Revenues
|
Gallons/Tons
Average Price
|
||||||||||||
Statistical Revenue Information
|
|||||||||||||||||
Denatured Ethanol
|
85,766,206
|
81%
|
$
|
2.24
|
81,613,633
|
84%
|
$
|
1.56
|
|||||||||
Dry Distiller’s Grains
|
227,968
|
18%
|
$
|
166.69
|
222,599
|
16%
|
$
|
103.63
|
|||||||||
Corn Oil
|
3,958
|
1%
|
$
|
892.95
|
-
|
0%
|
$
|
-
|
|
·
|
Revenue Recognition
|
|
·
|
Incentive Compensation Plan
|
|
·
|
Investment in Commodities Contracts, Derivative Instruments and Hedging Activities
|
|
·
|
Inventory
|
|
·
|
Property and Equipment
|
Buildings | 40 Years | ||
Process Equipment | 10-20 Years | ||
Office Equipment | 3-7 Years |
2
|
Omitted – Inapplicable.
|
3(i)
|
Articles of Organization, as filed with the Iowa Secretary of State on March 28, 2005 (incorporated by reference to Exhibit 3(i) of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
4(i)
|
Third Amended and Restated Operating Agreement dated July 17, 2009 (incorporated by reference to Exhibit 3.1 of Form 8-K filed by the Company on August 21, 2009).
|
10.1
|
Agreement dated October 13, 2006 with Bunge North America, Inc. (incorporated by reference to Exhibit 10.1 of Registration Statement on Form 10/A filed by the Company on October 23, 2008). Portions of the Agreement have been omitted pursuant to a request for confidential treatment.
|
10.2
|
Executed Steam Service Contract dated January 22, 2007 with MidAmerican Energy Company (incorporated by reference to Exhibit 10.4 of Registration Statement on Form 10/A filed by the Company on October 23, 2008). Portions of the Contract have been omitted pursuant to a request for confidential treatment.
|
10.3
|
Assignment of Steam Service Contract dated May 2, 2007 in favor of AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.5 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.4
|
Electric Service Contract dated December 15, 2006 with MidAmerican Energy Company (incorporated by reference to Exhibit 10.6 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.5
|
Assignment of Electric Service Contract dated May 2, 2007 in favor of AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.7 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.6
|
Distillers Grain Purchase Agreement dated October 13, 2006 with Bunge North America, Inc. (incorporated by reference to Exhibit 10.8 of Registration Statement on Form 10 filed by the Company on January 28, 2008). Portions of the Agreement have been omitted pursuant to a request for confidential treatment.
|
10.7
|
Assignment of Distillers Grain Purchase Agreement dated May 2, 2007 in favor of AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.9 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.8
|
Grain Feedstock Agency Agreement dated October 13, 2006 with AGRI-Bunge, LLC (incorporated by reference to Exhibit 10.10 of Registration Statement on Form 10 filed by the Company on October 23, 2008). Portions of the Agreement have been omitted pursuant to a request for confidential treatment.
|
10.9
|
Assignment of Grain Feedstock Agency Agreement dated May 2, 2007 with AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.11 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.10
|
License Agreement dated September 25, 2006 between Southwest Iowa Renewable Energy, LLC and ICM, Inc. (incorporated by reference to Exhibit 10.10 to Form S-1/A filed by the Company on February 24, 2011).
|
10.11
|
Security Agreement dated May 2, 2007 with AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.15 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.12
|
Mortgage, Security Agreement Assignment of Rents and Leases and Fixture Filing dated May 2, 2007 in favor of AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.16 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.13
|
Environmental Indemnity Agreement dated May 2, 2007 with AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.17 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.14
|
Convertible Note dated May 2, 2007 in favor of Monumental Life Insurance Company (incorporated by reference to Exhibit 10.18 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.15
|
Convertible Note dated May 2, 2007 in favor of Metlife Bank, N.A. (incorporated by reference to Exhibit 10.19 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.16
|
Convertible Note dated May 2, 2007 in favor of Cooperative Centrale Raiffeisen-Boerenleenbank, B.A. (incorporated by reference to Exhibit 10.20 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.17
|
Convertible Note dated May 2, 2007 in favor of Metropolitan Life Insurance Company (incorporated by reference to Exhibit 10.21 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.18
|
Convertible Note dated May 2, 2007 in favor of First National Bank of Omaha (incorporated by reference to Exhibit 10.22 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.19
|
Revolving Line of Credit Note in favor of Cooperative Centrale Raiffeisen-Boerenleenbank, B.A. (incorporated by reference to Exhibit 10.23 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.20
|
Revolving Line of Credit Note in favor of Metropolitan Life Insurance Company (incorporated by reference to Exhibit 10.24 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.21
|
Revolving Line of Credit Note in favor of First National Bank of Omaha (incorporated by reference to Exhibit 10.25 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.22
|
Term Revolving Note in favor of Metlife Bank, N.A. (incorporated by reference to Exhibit 10.26 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.23
|
Term Revolving Note in favor of Cooperative Centrale Raiffeisen-Boerenleenbank, B.A. (incorporated by reference to Exhibit 10.27 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.24
|
Term Revolving Note in favor of Metropolitan Life Insurance Company (incorporated by reference to Exhibit 10.28 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.25
|
Term Revolving Note in favor of First National Bank of Omaha (incorporated by reference to Exhibit 10.29 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.26
|
Lien Subordination Agreement dated May 2, 2007 among Southwest Iowa Renewable Energy, LLC, AgStar Financial Services, PCA and Iowa Department of Economic Development (incorporated by reference to Exhibit 10.30 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.27
|
Value Added Agricultural Product Marketing Development Grant Agreement dated November 3, 2006 with the United States of America (incorporated by reference to Exhibit 10.31 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.28
|
Fee Letter dated May 2, 2007 with AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.33 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.29
|
Master Contract dated November 21, 2006 with Iowa Department of Economic Development (incorporated by reference to Exhibit 10.35 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
|
10.30
|
Amended and Restated Disbursing Agreement dated March 7, 2008 with AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.39 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.31
|
Allonge to Revolving Line of Credit Note in favor of First National Bank of Omaha dated March 7, 2008 (incorporated by reference to Exhibit 10.43 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.32
|
Allonge to Revolving Line of Credit Note in favor of Cooperative Centrale Raiffeisen-Boerenleenbank, B.A., dated March 7, 2008 (incorporated by reference to Exhibit 10.44 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.33
|
Allonge to Revolving Line of Credit Note in favor of Metropolitan Life Insurance Company, dated March 7, 2008 (incorporated by reference to Exhibit 10.45 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.34
|
Allonge to Convertible Note in favor of First National Bank of Omaha, dated March 7, 2008 (incorporated by reference to Exhibit 10.46 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.35
|
Allonge to Convertible Note in favor of Metlife Bank, N.A., dated March 7, 2008 (incorporated by reference to Exhibit 10.47 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.36
|
Allonge to Convertible Note in favor of Metropolitan Life Insurance Company, dated March 7, 2008 (incorporated by reference to Exhibit 10.48 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.37
|
Allonge to Convertible Note in favor of Cooperative Centrale Raiffeisen-Boerenleenbank, B.A., dated March 7, 2008 (incorporated by reference to Exhibit 10.49 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.38
|
Allonge to Term Revolving Note in favor of First National Bank of Omaha, dated March 7, 2008 (incorporated by reference to Exhibit 10.50 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.39
|
Allonge to Term Revolving Note in favor of Cooperative Centrale Raiffeisen-Boerenleenbank, B.A., dated March 7, 2008 (incorporated by reference to Exhibit 10.51 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.40
|
Allonge to Term Revolving Note in favor of Metlife Bank, N.A., dated March 7, 2008 (incorporated by reference to Exhibit 10.52 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.41
|
Allonge to Term Revolving Note in favor of Metropolitan Life Insurance Company, dated March 7, 2008 (incorporated by reference to Exhibit 10.53 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.42
|
Allonge to Convertible Note in favor of Monumental Life Insurance Company, dated March 7, 2008 (incorporated by reference to Exhibit 10.54 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.43
|
Term Revolving Note in favor of Amarillo National Bank (incorporated by reference to Exhibit 10.55 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.44
|
Allonge to Term Revolving Note in favor of Amarillo National Bank, dated March 7, 2008 (incorporated by reference to Exhibit 10.56 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.45
|
Convertible Note dated May 2, 2007, in favor of Amarillo National Bank (incorporated by reference to Exhibit 10.57 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.46
|
Allonge to Convertible Note in favor of Amarillo National Bank, dated March 7, 2008 (incorporated by reference to Exhibit 10.58 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.47
|
Revolving Line of Credit Note in favor of Amarillo National Bank (incorporated by reference to Exhibit 10.59 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.48
|
Allonge to Revolving Line of Credit Note in favor of Amarillo National Bank, dated March 7, 2008 (incorporated by reference to Exhibit 10.60 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.49
|
Support Services Agreement dated January 30, 2008 with Bunge North America, Inc. (incorporated by reference to Exhibit 10.63 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
|
10.50
|
Amendment No. 01 dated March 9, 2007 with Iowa Department of Economic Development (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Company on June 10, 2006).
|
10.51
|
Amendment No. 02 dated May 30, 2008 with Iowa Department of Economic Development (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on June 10, 2006).
|
10.52
|
Base Agreement dated August 27, 2008 between Southwest Iowa Renewable Energy, LLC and Cornerstone Energy, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on September 2, 2008).
|
10.53
|
Ethanol Purchase Agreement dated December 15, 2008 with Bunge North America, Inc. Portions of the Agreement have been omitted pursuant to a request for confidential treatment (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Company on December 22, 2008).
|
10.54
|
Risk Management Services Agreement dated December 15, 2008 with Bunge North America, Inc. (incorporated by reference to Exhibit 10.4 of Form 8-K filed by the Company on December 22, 2008).
|
10.55
|
Grain Feedstock Supply Agreement dated December 15, 2008 with AGRI-Bunge, LLC. Portions of the Agreement have been omitted pursuant to a request for confidential treatment (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on December 22, 2008).
|
10.56
|
Subordinated Revolving Credit Note made by Southwest Iowa Renewable Energy, LLC in favor of Bunge N.A. Holdings, Inc. dated effective August 26, 2009 (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Company on September 2, 2009).
|
10.57
|
Employment Agreement dated August 27, 2009 between Southwest Iowa Renewable Energy, LLC and Mr. Brian T. Cahill (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Company on September 2, 2009).
|
10.58
|
Amendment to Steam Service Contract by and between Southwest Iowa Renewable Energy, LLC and MidAmerican Energy Company dated effective October 3, 2008. Portions of the Agreement have been omitted pursuant to a request for confidential treatment (incorporated by reference to Exhibit 10.61 of Amendment No. 1 of Form S-1 by the Company filed by the Company on February 24, 2011).
|
10.59
|
Second Amendment to Steam Service Contract by and between Southwest Iowa Renewable Energy, LLC and MidAmerican Energy Company dated effective January 1, 2009. Portions of the Agreement have been omitted pursuant to a request for confidential treatment (incorporated by reference to Exhibit 10.62 of Amendment No. 1 of Form S-1 by the Company filed by the Company on February 24, 2011).
|
10.60
|
Third Amendment to Steam Service Contract by and between Southwest Iowa Renewable Energy, LLC and MidAmerican Energy Company dated effective January 1, 2009. Portions of the Agreement have been omitted pursuant to a request for confidential treatment (incorporated by reference to Exhibit 10.63 of Amendment No. 1 of Form S-1 by the Company filed by the Company on February 24, 2011).
|
10.61
|
Fourth Amendment to Steam Service Contract by and between Southwest Iowa Renewable Energy, LLC and MidAmerican Energy Company dated effective December 1, 2009. Portions of the Agreement have been omitted pursuant to a request for confidential treatment (incorporated by reference to Exhibit 10.64 of Amendment No. 1 of Form S-1 by the Company filed by the Company on February 24, 2011).
|
10.62
|
Separation Agreement and Release of All Claims Agreement between Southwest Iowa Renewable Energy, LLC and Cindy Patterson (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Company on July 2, 2009).
|
10.63
|
Amended and Restated Railcar Sublease Agreement dated March 25, 2009 with Bunge North America, Inc. (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on August 14, 2009). Portions of the Agreement have been omitted pursuant to a request for confidential treatment.
|
10.64
|
Amended and Restated Credit Agreement by and among Southwest Iowa Renewable Energy, LLC and AgStar Financial Services, PCA, the Banks named therein, dated as of March 31, 2010 (incorporated by reference to Exhibit 99.1 of Form 8-K filed by the Company on April 5, 2010).
|
10.65
|
Loan Satisfaction Agreement, by and among Southwest Iowa Renewable Energy, LLC, ICM, Inc., and Commerce Bank, N.A., dated June 17, 2010 (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on June 23, 2010).
|
10.66
|
Negotiable Subordinated Term Loan Note issued by Southwest Iowa Renewable Energy, LLC in favor of ICM, Inc., dated June 17, 2010 (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Company on June 23, 2010).
|
10.67
|
ICM, Inc. Agreement – Equity Matters, by and between ICM, Inc. and Southwest Iowa Renewable Energy, LLC, dated as of June 17, 2010 (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Company on June 23, 2010).
|
10.68
|
Subordinated Term Loan Note issued by Southwest Iowa Renewable Energy, LLC in favor of Bunge N.A. Holdings, Inc., dated June 17, 2010 (incorporated by reference to Exhibit 10.4 of Form 8-K filed by the Company on June 23, 2010).
|
10.69
|
Bunge Agreement - Equity Matters by and between Southwest Iowa Renewable Energy, LLC and Bunge N.A. Holdings, Inc. date effective August 26, 2009. (incorporated by reference to Exhibit 10.72 to Form S-1/A filed by the Company on February 24, 2011).
|
10.70
|
First Amendment to Bunge Agreement – Equity Matters, by and between Bunge N.A. Holdings, Inc. and Southwest Iowa Renewable Energy, LLC, dated as of June 17, 2010 (incorporated by reference to Exhibit 10.5 of Form 8-K filed by the Company on June 23, 2010).
|
10.71
|
Subordination Agreement, by and among Bunge N.A. Holdings, Inc., ICM, Inc., and AgStar Financial Services, PCA and acknowledged by Southwest Iowa Renewable Energy, LLC, dated as of June 17, 2010 (incorporated by reference to Exhibit 10.6 of Form 8-K filed by the Company on June 23, 2010).
|
10.72
|
Intercreditor Agreement, by and between Bunge N.A. Holdings, Inc. and ICM, Inc. and acknowledged by Southwest Iowa Renewable Energy, LLC, dated as of June 17, 2010. (incorporated by reference to Exhibit 10.7 of Form 8-K filed by the Company on June 23, 2010).
|
10.73
|
Southwest Iowa Renewable Energy Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on July 6, 2010).
|
10.74
|
Joint Defense Agreement between ICM, Inc. and Southwest Iowa Renewable Energy, LLC dated July 13, 2010 (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on July 16, 2010).
|
10.75
|
Tricanter Purchase and Installation Agreement by and between ICM, Inc. and Southwest Iowa Renewable Energy, LLC dated August 25, 2010 (incorporated by reference to Exhibit 10.1 of Form 8-K/A filed by the Company on January 12, 2011). Portions of the Agreement have been omitted pursuant to a request for confidential treatment.
|
10.76
|
Corn Oil Agency Agreement by and between ICM, Inc. and Southwest Iowa Renewable Energy, LLC effective as of November 12, 2010 (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on November 30, 2010). Portions of the Agreement have been omitted pursuant to a request for confidential treatment.
|
10.77
|
Second Amendment to Amended and Restated Credit Agreement by and among Southwest Iowa Renewable Energy, LLC and AgStar Financial Services, PCA, the Banks named therein, effective as of June 30, 2011 (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on July 6, 2011).
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) executed by the Principal Executive Officer.
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) executed by the Principal Financial Officer.
|
32.1
|
Rule 15d-14(b) Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) executed by the Principal Executive Officer.
|
32.2
|
Rule 15d-14(b) Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) executed by the Principal Financial Officer.
|
SOUTHWEST IOWA RENEWABLE ENERGY, LLC
|
|
Date: August 5, 2011
|
/s/ Brian T. Cahill
|
President and Chief Executive Officer
|
|
Date: August 5, 2011
|
/s/ Karen L. Kroymann
|
Controller and Principal Financial Officer
|
Date: August 5, 2011 | /s/ Brian T. Cahill | ||
Brian T. Cahill, President and Chief Executive Officer | |||
(Principal Executive Officer) |
Date: August 5, 2011 | /s/ Karen L. Kroymann | ||
Karen L. Kroymann, Controller | |||
(Principal Financial Officer) |
|
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Brian T. Cahill | |||
President and Chief Executive Officer | |||
Dated: August 5, 2011 |
|
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Karen L. Kroymann | |||
Controller and Principal Financial Officer | |||
Dated: August 5, 2011 | |||
Balance Sheets (Parenthetical) (USD $)
|
Jun. 30, 2011
|
Sep. 30, 2010
|
---|---|---|
Balance Sheets | Â | Â |
Financing costs, amortization | $ 2,243,462 | $ 1,949,651 |
Members' capital, units issued | 13,139 | 13,139 |
Members' capital, units outstanding | 13,139 | 13,139 |
Statements Of Operations (USD $)
|
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Statements Of Operations | Â | Â | Â | Â |
Revenues | $ 94,853,474 | $ 48,769,873 | $ 236,555,894 | $ 151,495,495 |
Cost of Goods Sold | Â | Â | Â | Â |
Cost of goods sold-non hedging | 87,611,198 | 47,942,915 | 214,589,874 | 149,866,980 |
Realized & unrealized hedging (gains and losses) | 5,180,771 | (108,928) | 13,792,563 | (3,806,457) |
Cost of Goods Sold | 92,791,969 | 47,833,987 | 228,382,437 | 146,060,523 |
Gross Margin | 2,061,505 | 935,886 | 8,173,457 | 5,434,972 |
General and Administrative Expenses | 933,741 | 1,154,939 | 3,293,090 | 3,651,647 |
Operating Income | 1,127,764 | (219,053) | 4,880,367 | 1,783,325 |
Other ( Income) Expense | Â | Â | Â | Â |
Interest income | (5,853) | (13,376) | (12,862) | (39,760) |
Interest expense | 2,426,329 | 2,178,756 | 7,312,267 | 6,622,401 |
Miscellaneous income | (5,550) | (11,348) | (61,526) | (128,124) |
Total | 2,414,926 | 2,154,032 | 7,237,879 | 6,454,517 |
Net (Loss) | $ (1,287,162) | $ (2,373,085) | $ (2,357,512) | $ (4,671,192) |
Weighted Average Units Outstanding-Basic & Diluted | 13,139 | 13,139 | 13,139 | 13,139 |
Net (loss) per unit -basic & diluted | $ (97.96) | $ (180.61) | $ (179.43) | $ (355.52) |
Document And Entity Information
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Jun. 30, 2011
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Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2011 |
Document Fiscal Year Focus | 2011 |
Document Fiscal Period Focus | Q3 |
Entity Registrant Name | SOUTHWEST IOWA RENEWABLE ENERGY, LLC |
Entity Central Index Key | 0001424844 |
Current Fiscal Year End Date | --09-30 |
Entity Filer Category | Smaller Reporting Company |
Series A [Member]
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Entity Common Stock, Shares Outstanding | 8,805 |
Series B [Member]
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Entity Common Stock, Shares Outstanding | 3,334 |
Series C [Member]
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Entity Common Stock, Shares Outstanding | 1,000 |
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Fair Value Measurement
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Fair Value Measurement | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement | Note 7: Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company used various methods including market, income and cost approaches. Based on these approaches, the Company often utilized certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observable inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy.
The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be 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 classifications of such instruments pursuant to the valuation hierarchy, is set below.
Derivative financial statements. Commodity futures and exchange traded options 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 the Chicago Mercantile Exchange ("CME") market. Ethanol contracts are reported at fair value utilizing Level 2 inputs from third-party pricing services. Forward purchase contracts are reported at fair value utilizing Level 2 inputs. For these contracts, the Company obtains fair value measurements from local grain terminal values. The fair value measurements consider observable data that may include live trading bids from local elevators and processing plants which are based off the CME market.
The following table summarizes financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2011 and September 30, 2010, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
Certain financial assets and liabilities are measured at fair value on a non-recurring basis; that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment.
For the quarter ending June 30, 2011, the Company evaluated the markets that it participates in for the measurement of fair value at the representative market value. The activity that occurred on June 30, 2011 showed a significant decrease in the transaction volume from normal activity, the indexes that were previously highly correlated with the fair values of the assets and liabilities were demonstrably uncorrelated with recent indications of fair value for those assets and liabilities. As a result of these conditions, we concluded that transactions or quoted prices were not representative of fair value and opted to choose a fair value measurement criteria or pricing information that were more representative of the fair value of those items on June 30, 2011 based on the Company's local market pricing on July 5, 2011. Consequently, corn futures and exchange traded options asset (liability) transferred from Level 1 to Level 2 due to the decrease in market activity for these assets. |
Contingent Liability
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Contingent Liability | Â |
Contingent Liability | Note 12: Contingent Liability
On March 24, 2011, the Company received a letter from the Environmental Protection Agency (the "EPA") alleging violations of environmental regulations which could lead to the imposition of a civil penalty. In the letter, EPA offered the Company an opportunity to negotiate a resolution of the matter. The Company and EPA are currently attempting to negotiate a resolution and, to that end, the Company will be providing additional information to the EPA regarding the alleged violations. Based on the information available as of June 30, 2011, the Company established a reserve of $100,000 in anticipation of the potential for assessment of a civil penalty in this matter. The violations alleged in the letter have been addressed and the Company is aware of no ongoing violations with respect to the matters addressed in the letter. |
Inventory
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Inventory | Note 3: Inventory
Inventory is comprised of the following at:
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Related Party Transactions
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Related Party Transactions | Â |
Related Party Transactions | Note 9: Related Party Transactions
On November 1, 2006, in consideration of its agreement to invest $20,004,000 in the Company, Bunge purchased the only Series B Units under an arrangement whereby the Company would (i) enter into various agreements with Bunge or its affiliates discussed below for management, marketing and other services, and (ii) have the right to elect a number of Series B Directors which are proportionate to the number of Series B Units owned by Bunge, as compared to all Units. Under the Company's Third Amended and Restated Operating Agreement (the "Operating Agreement"), the Company may not, without Bunge's approval (i) issue additional Series B Units, (ii) create any additional Series of Units with rights which are superior to the Series B Units, (iii) modify the Operating Agreement to adversely impact the rights of Series B Unit holders, (iv) change its status from one which is managed by managers, or vise versa, (v) repurchase or redeem any Series B Units, (vi) take any action which would cause a bankruptcy, or (vii) approve a transfer of Units allowing the transferee to hold more than 17% of the Company's Units or to a transferee which is a direct competitor of Bunge.
The Company entered into a revolving note with Holdings dated August 26, 2009 (the "Holdings Revolving Note"), providing for the extension of a maximum of $10,000,000 in revolving credit. Holdings has a commitment, subject to certain conditions, to advance up to $3,750,000 at the Company's request under the Holdings Revolving Note; amounts in excess of $3,750,000 may be advanced by Holdings in its discretion. Interest will accrue at the rate of 7.5 percent over six-month LIBOR. While repayment of the Holdings Revolving Note is subordinated to the Credit Agreement, the Company may make payments on the Revolving Note so long as it is in compliance with its borrowing base covenant and there is not a payment default under the Credit Agreement. As of June 30, 2011 and September 30, 2010, the balance outstanding was $3,000,000 and $0, respectively, under the Holdings Revolving Note.
In December, 2008, the Company and Bunge entered into other various agreements. Under a Lease Agreement (the "Lease Agreement"), the Company leased from Bunge a grain elevator located in Council Bluffs, Iowa, for approximately $67,000 per month. The lease was terminated on May 1, 2011. Expenses for the three and nine months ended June 30, 2011 were $66,667 and $467,063, respectively, under the Lease Agreement. Expenses for the three and nine months ended June 30, 2010 were $200,001 and $600,003, respectively, under the Lease Agreement
Under the Ethanol Agreement, the Company sells Bunge all of the ethanol produced at its facility, and Bunge purchases the same, up to the facility's nameplate capacity of 110,000,000 gallons a year. The Company pays Bunge a per-gallon fee for ethanol sold by Bunge, subject to a minimum annual fee of $750,000 and adjusted according to specified indexes after three years. The initial term of the agreement, which commenced August 20, 2009, is three years and it will automatically renew for successive three-year terms unless one party provides the other with notice of their election to terminate 180 days prior to the end of the term. The Company has incurred expenses of $621,290 and $1,193,818 during the three and nine months ended June 30, 2011, respectively, and $203,642 and $533,246 during the three and nine months ended June 30, 2010, respectively, under the Ethanol Agreement.
Under a Risk Management Services Agreement effective January 1, 2009, Bunge agreed to provide the Company with assistance in managing its commodity price risks for a quarterly fee of $75,000. The agreement has an initial term of three years and will automatically renew for successive three year terms, unless one party provides the other notice of their election to terminate 180 days prior to the end of the term. Expenses under this agreement for the three and nine months ended June 30, 2011 and 2010 were $75,000 and $225,000, respectively.
On June 26, 2009, the Company executed a Railcar Agreement with Bunge for the lease of 325 ethanol cars and 300 hopper cars which are used for the delivery and marketing of ethanol and distillers grains. Under the Railcar Agreement, the Company leases railcars for terms lasting 120 months and continuing on a month to month basis thereafter. The Railcar Agreement will terminate upon the expiration of all railcar leases. Expenses under this agreement for the three and nine months ended June 30, 2011 were $1,215,519 and $3,639,866, respectively. Expenses for the three and nine months ended June 30, 2010 were $1,215,505 and $3,646,515, respectively.
On November 12, 2010, the Company entered into a Corn Oil Agency Agreement with Bunge to market its corn oil (the "Corn Oil Agency Agreement"). The Corn Oil Agency Agreement has an initial term of three years and will automatically renew for successive three-year terms unless one party provides the other notice of their election to terminate 180 days prior to the end of the term. Expenses under this agreement for the three and nine months ended June 30, 2011 were $33,452 and $59,375, respectively. There were no expenses for the three and nine months ended June 30, 2010.
ICM
On November 1, 2006, in consideration of its agreement to invest $6,000,000 in the Company, ICM became the sole Series C Member. As part of ICM's agreement to invest in Series C Units, the Operating Agreement provides that the Company will not, without ICM's approval (i) issue additional Series C Units, (ii) create any additional Series of Units with rights senior to the Series C Units, (iii) modify the Operating Agreement to adversely impact the rights of Series C Unit holders, or (iv) repurchase or redeem any Series C Units. Additionally, ICM, as the sole Series C Unit owner, is afforded the right to elect one Series C Director to the Board so long as ICM remains a Series C Member.
On June 17, 2010, the Company issued the a term note to the Company (the "ICM Term Note") in the amount of $9,970,000, which is convertible at the option of ICM into Series C Units at a conversion price of $3,000 per unit. As of June 30, 2011 and September 30, 2010, there was $10,481,102 and $10,061,000 outstanding under the ICM Term Note, respectively, and approximately $347,623 and $139,000 of accrued interest due to ICM as of June 30, 2011 and September 30, 2010, respectively.
Additionally, to induce ICM to agree to the ICM Term Note, the Company entered into an equity agreement with ICM (the "ICM Equity Agreement") on June 17, 2010, whereby ICM (i) retains preemptive rights to purchase new securities in the Company, and (ii) receives 24% of the proceeds received by the Company from the issuance of equity or debt securities.
On July 13, 2010, the Company entered into a Joint Defense Agreement (the "Joint Defense Agreement") with ICM, which contemplates that the Company may purchase from ICM one or more Tricanter centrifuges (the "Centrifuges"). Because such equipment has been the subject of certain legal actions regarding potential patent infringement, the Joint Defense Agreement provides that: (i) that the parties may, but are not obligated to, share information and materials that are relevant to the common prosecution and/or defense of any such patent litigation regarding the Centrifuges (the "Joint Defense Materials"), (ii) that any such shared Joint Defense Materials will be and remain confidential, privileged and protected (unless such Joint Defense Materials cease to be privileged, protected or confidential through no violation of the Joint Defense Agreement), (iii) upon receipt of a request or demand for disclosure of Joint Defense Material to a third party, the party receiving such request or demand will consult with the party that provided the Joint Defense Materials and if the party that supplied the Joint Defense Materials does not consent to such disclosure then the other party will seek to protect any disclosure of such materials, (iv) that neither party will disclose Joint Defense Materials to a third party without a court order or the consent of the party who initially supplied the Joint Defense Materials, (v) that access to Joint Defense Materials will be restricted to each party's outside attorneys, in-house counsel, and retained consultants, (vi) that Joint Defense Materials will be stored in secured areas and will be used only to assist in prosecution and defense of the patent litigation and (vii) if there is a dispute between us and ICM, then each party waives its right to claim that the other party's legal counsel should be disqualified by reason of this the Joint Defense Agreement or receipt of Joint Defense Materials. The Joint Defense Agreement will terminate the earlier to occur of (x) upon final resolution of all patent litigation and (y) a party providing ten (10) days advance written notice to the other party of its intent to withdraw from the Joint Defense Agreement. No payments have been made by either party under the Joint Defense Agreement.
On August 25, 2010, the Company entered into a Tricanter Purchase and Installation Agreement (the "Tricanter Agreement") with ICM, pursuant to which ICM sold the Company a tricanter oil separation system (the "Tricanter Equipment"). In addition, ICM installed the equipment at the Company's ethanol plant in Council Bluffs, Iowa. As of June 30, 2011 and September 30, 2010, the Company has paid $2,592,500 and $0, respectively, related to the Tricanter Agreement. |
Commitments
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Commitments | Â |
Commitments | Note 10: Commitments
The Company entered into a steam contract with an unrelated party on January 1, 2009 under which the vendor agreed to provide the steam required by the Company, up to 475,000 pounds per hour. The Company agreed to pay a net energy rate for all steam provided under the contract as well as a monthly demand charge. The net energy rate is set for the first three years then adjusted each year beginning on the third anniversary date. The steam contract will remain in effect until January 1, 2019. Expenses under this agreement during the three and nine months ended June 30, 2011 were $3,157,766 and $8,056,422, respectively. Expenses during the three and nine months ended June 30, 2010 were $2,822,719 and $5,438,251, respectively. |
Incentive Compensation
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Incentive Compensation | Â |
Incentive Compensation | Note 8: Incentive Compensation
The Company has a unit appreciation plan which provides that the Board of Directors may make awards of equity participation units ("EPUs") to employees from time to time, subject to vesting provisions as determined for each award. The EPUs are valued at book value. The Company had five unvested EPUs outstanding under this plan as of June 30, 2011, which will be vest three years from the date of the award. During the nine months ended June 30, 2011 and 2010, the Company recorded compensation expense related to this plan of approximately $3,889, and none, respectively. As of June 30, 2011 and September 30, 2010, the Company had a liability of approximately $3,889 and none, respectively, outstanding as deferred compensation and has approximately $16,666 to be recognized as future compensation expense over the weighted average vesting period of approximately three years. The amount to be recognized in future years as compensation expense is estimated based on book value of the Company. The liability under the plan is recorded at fair market value on the balance sheet based on the market price of our equity units as of September 30, 2010. |
Nature Of Business
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Nature Of Business | Â |
Nature Of Business | Note 1: Nature of Business
Southwest Iowa Renewable Energy, LLC (the "Company"), located in Council Bluffs, Iowa, was formed in March, 2005 to construct and operate a 110 million gallon capacity ethanol plant. The Company began producing ethanol in February 2009. In the current fiscal year which ends September 30, 2011 ("Fiscal 2011") to date and the year ended September 30, 2010 ("Fiscal 2010"), the Company has operated at 100% of its 110 million gallon nameplate capacity. The Company sells its ethanol, modified wet distillers grains with solubles, and corn syrup in the continental United States. The Company sells its dried distillers grains with solubles in the continental United States, Mexico, and the Pacific Rim. |
Members' Equity
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Members' Equity | Â | |||||||||||||||
Members' Equity | Note 4: Members' Equity
At June 30, 2011 and September 30, 2010 outstanding member units were:
The Series A, B and C unit holders all vote on certain matters with equal rights. The Series C unit holder, as a group, has the right to elect one Board member. The Series B unit holder has the right to elect the number of Board members that bears the same |
Revolving Loan/Credit Agreements
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Revolving Loan/Credit Agreements | Â |
Revolving Loan/Credit Agreements | Note 5: Revolving Loan/Credit Agreements
proportion to the total number of Directors in relation to Series B outstanding units to total outstanding units. Series A unit holders as a group have the right to elect the remaining number of Directors not elected by the Series C and B unit holders.
AgStar
The Company entered into a Credit Agreement (the "Credit Agreement") with AgStar Financial Services, PCA ("AgStar") and a group of lenders (together, the "Lenders") for $126,000,000 senior secured debt, consisting of a $111,000,000 construction loan and a $15,000,000 revolving line of credit. Borrowings under the loan include a variable interest rate based on LIBOR plus 3.65% for each advance under the Credit Agreement. On August 1, 2009, the loan was segmented into an amortizing term facility of $101,000,000, a term revolver of $10,000,000 and a revolving working capital term facility of $15,000,000. The Credit Agreement requires compliance with certain financial and nonfinancial covenants. As of June 30, 2011, the Company is in compliance with all required covenants. Borrowings under the Credit Agreement are collateralized by substantially all of the Company's assets. The term credit facility of $101,000,000 requires monthly principal payments which began on March 1, 2010. The loan is amortized over 114 months and matures five years after the conversion date, August 1, 2014. The term of the $15,000,000 revolving working capital facility agreement matures on March 31, 2012. Any borrowings are subject to borrowing base restrictions as well as certain prepayment penalties. The $10,000,000 term revolver is interest only until maturity on August 1, 2014.
Under the terms of the Credit Agreement, the Company may draw the lesser of $15,000,000 or 75 percent of eligible accounts receivable and eligible inventory. As part of the revolving line of credit, the Company may request letters of credit to be issued up to a maximum of $5,000,000 in the aggregate. There were no outstanding letters of credit as of June 30, 2011.
As of June 30, 2011 and September 30, 2010, the outstanding balance under the Credit Agreement was $105,271,901 and $114,616,721 respectively. In addition to all the other payments due under the Credit Agreement, the Company also agreed to pay, beginning at the end of the Fiscal 2010, an amount equal to 65% of the Company's Excess Cash Flow (as defined in the Credit Agreement), up to a total of $4,000,000 per year, and $16,000,000 over the term of the Credit Agreement. An excess cash flow payment of $4,000,000 for Fiscal 2010 is due and payable in four equal installments in Fiscal 2011. Under the terms of the Credit Agreement, the remaining balance of the excess cash flow (included in the outstanding balance listed above) at June 30, 2011 was $1,000,000, to be paid on September 30, 2011. The excess cash flow payment was modified by the Second Amendment to the Amended and Restated Credit Agreement dated June 30, 2011, whereby the Company also agreed to pay, beginning at the end of the Fiscal 2011, an amount equal to 65% of the Company's Excess Cash Flow (as defined in the Credit Agreement), up to a total of $6,000,000 per year, and $24,000,000 over the term of the Credit Agreement. |
Notes Payable
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Notes Payable | Note 6: Notes Payable
Notes payable consists of the following as June 30, 2011 and September 30, 2010:
(A) The $300,000 IDED loan is comprised of two components under the Master Contract (the "Master Contract") between the Company and IDED: i) a $150,000, non interest-bearing component that requires monthly payments of $2,500, which began in March, 2011 with a final payment of $2,500 due February, 2016; and ii) a $150,000 forgivable loan. The Company has a $300,000 letter of credit with regard to the $300,000 loan (secured by a time deposit account in the same amount) to collateralize the loan. The note under the Master Contract is collateralized by substantially all of the Company's assets, subordinate to the Credit Agreement.
Approximate aggregate maturities of notes payable as of June 30, 2011 are as follows:
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Summary Of Significant Accounting Policies
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Summary Of Significant Accounting Policies | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies
Basis of Presentation and Other Information
The balance sheet as of September 30, 2010 was derived from the Company's audited balances as of that date. The accompanying financial statements as of and for the three and nine months ended June 30, 2011 and 2010 are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. These unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto, for the year ended September 30, 2010 contained in the Company's Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results for the entire year.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Cash & Cash Equivalents
The Company considers all highly liquid debt instruments purchased with a maturity of three months or less when purchased to be cash equivalents.
Restricted Cash
The Company has restricted cash used as collateral for the second Iowa Department of Economic Development ("IDED") loan.
Financing Costs
Financing costs associated with the construction and revolving loans are recorded at cost and include expenditures directly related to securing debt financing. The Company began amortizing these costs using the effective interest method over the terms of the agreements in March, 2008. The interest expense amortization was capitalized during the development stage as construction in progress.
Concentration of Credit Risk
The Company's cash balances are maintained in bank deposit accounts which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts.
Revenue Recognition
The Company sells ethanol and related products pursuant to marketing agreements. Revenues are recognized when the marketing company (the "Customer") has taken title to the product, prices are fixed or determinable and collectability is reasonably assured. The Company's products are generally shipped FOB loading point. The Company's ethanol sales are handled through an ethanol agreement (the "Ethanol Agreement") with Bunge North America, Inc. ("Bunge"). Syrup, distillers grains and solubles, and modified wet distillers grains with solubles (co-products) are sold through a distillers grains agreement (the "DG Agreement") with Bunge, which sets the price based on the market price to third parties. Marketing fees, agency fees, and commissions due to the marketers are paid separately from the settlement for the sale of the ethanol products and co-products and are included as a component of cost of goods sold. Shipping and handling costs incurred by the Company for the sale of ethanol and co-products are included in cost of goods sold.
Accounts Receivable
Trade accounts receivable are recorded at original invoice amounts less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering customers' financial condition, credit history and current economic conditions. As of June 30, 2011, management has determined no allowance is necessary. Receivables are written off when deemed uncollectible and recoveries of receivables written off are recorded when received.
Incentive Compensation Plan
The Company established an incentive compensation plan under which employees may be awarded equity appreciation units and equity participation units. Fair value of the awards are amortized over the vesting period set for each award. The units outstanding at this time vest three years from the grant date.
Investment in Commodities Contracts, Derivative Instruments and Hedging Activities
The Company is exposed to certain risks related to ongoing business operations. The primary risks that the Company manages by using forward or derivative instruments are price risk on anticipated purchases of corn and sales of ethanol.
The Company is subject to market risk with respect to the price and availability of corn, the principal raw material used to produce ethanol and ethanol co-products. In general, rising corn prices result in lower profit margins and, therefore, represent unfavorable market conditions. This is especially true when market conditions do not allow the Company to pass along increased corn costs to customers. The availability and price of corn is subject to wide fluctuations due to unpredictable factors such as weather conditions, farmer planting decisions, governmental policies with respect to agriculture and international trade and global demand and supply.
Certain contracts that literally meet the definition of a derivative may be exempted from derivative accounting as normal purchases or normal sales. 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. Contracts that meet the requirements of normal purchases or sales are documented as normal and exempted from the accounting and reporting requirements of derivative accounting. Forward corn purchase contracts initiated after September 28, 2010 are not exempt from the accounting and reporting requirements of derivative accounting as the Company net settled its forward contracts. As such, the Company no longer applies the normal purchase and sale exemption under derivative accounting for forward purchases of corn. As of June 30, 2011, the Company is committed to purchasing 4.314 million bushels of corn on a forward contract basis resulting in a total commitment of approximately $26,762,000. These forward contracts had a fair value of approximately $26,752,800 at June 30, 2011. As of June 30, 2011, the Company is committed to sell 12,221,600 gallons of ethanol and 47,602.11 tons of distillers grains and solubles. The forward contracts relating to ethanol and distillers grains and solubles apply the normal purchase and sale exemption and are not marked to market.
In addition, the Company enters into short-term cash, options and futures contracts as a means of managing exposure to changes in commodity prices. The Company enters into derivative contracts to hedge the exposure to price risk as it relates to ethanol sales. The Company maintains a risk management strategy that uses derivative instruments to minimize significant, unanticipated earnings fluctuations caused by market fluctuations. The Company's specific goal is to protect itself from large moves in commodity costs. All derivatives will be designated as non-hedge derivatives and the contracts will be accounted for at fair value. Although the contracts will be effective economic hedges of specified risks, they are not designated as and accounted for as hedging instruments.
As part of its trading activity, the Company uses futures and option contracts offered through regulated commodity exchanges to reduce risk and risk of loss in the market value of inventories. To reduce that risk, the Company generally takes positions using cash and futures contracts and options. The gains or losses are included in revenue if the contracts relate to ethanol and cost of goods sold if the contracts relate to corn. During the nine months ended June 30, 2011 and 2010, the Company recorded a combined realized and unrealized (gain) loss of $13,792,563 and ($3,806,457), respectively, as a component of cost of goods sold.
The effect of derivatives on the gross margin for the three and nine months ended June 30, 2011 and 2010 is summarized below:
Inventory
Inventory is stated at the lower of cost or market value using the average cost method. Market value is based on current replacement values, except that it does not exceed net realizable values and it is not less than the net realizable values reduced by an allowance for normal profit margin.
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the following estimated useful lives:
Maintenance and repairs are charged to expense as incurred; major improvements and betterments are capitalized.
Effective January 1, 2011 the Company increased its estimate of useful life on a significant portion of its processing equipment; management believes this change of estimate more closely approximates the actual life. This change in estimate is accounted for
on a prospective basis. This change resulted in a decrease in depreciation expense, an increase to operating income, a decrease of net (loss) of approximately $1.8 million, and a decrease in (loss) per unit of $137 for the period ended June 30, 2011.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows from operations are less than the carrying value of the asset group. An impairment loss would be measured by the amount by which the carrying value of the asset exceeds the fair value of the asset. Management has determined that its projected future cash flows from operations exceed the carrying value of the plant and that no impairment existed at June 30, 2011.
Income Taxes
The Company has elected to be treated as a partnership for federal and state income tax purposes and generally does not incur income taxes. Instead, the Company's earnings and losses are included in the income tax returns of the members. Therefore, no provision or liability for federal or state income taxes has been included in these financial statements.
Management has evaluated the Company's tax positions under the Financial Accounting Standards Board ("FASB") issued guidance on accounting for uncertainty in income taxes and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. With few exceptions, the Company is no longer subject to income tax examinations by the U.S. Federal, state or local authorities for the years before 2007.
Net (loss) per unit
(Loss) per unit has been computed on the basis of the weighted average number of units outstanding during each period presented.
Fair value of financial instruments
The carrying amounts of cash and cash equivalents, derivative financial instruments, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short term nature of these instruments. The Company believes it is not practical to estimate the fair value of debt. |
Major Customers
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9 Months Ended |
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Jun. 30, 2011
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Major Customers | Â |
Major Customers |
Note 11: Major Customers
On August 20, 2009, the Company entered into the Ethanol Agreement for marketing, selling, and distributing all of the ethanol and distillers grains with solubles produced by the Company. The Company has expensed $763,087 and $1,349,325 in marketing fees under this agreement for the three and nine months ended June 30, 2010, respectively. During the three and nine months ended June 30, 2011, the Company expensed $1,071,009 and $2,420,334, respectively, for marketing fees. Revenues with this customer were $92,829,446 and $233,021,595, respectively, for the three and nine months ended June 30, 2011. Revenues with this customer were $48,769,873 and $151,495,495, respectively, for the three and nine months ended June 30, 2010. Trade accounts receivable due from this customer were $18,420,984 and $23,392,670 at June 30, 2011 and September 30, 2010, respectively. |