þ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
Indiana | 20-2327916 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) |
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer
þ
(Do not check if a smaller reporting company) |
Smaller reporting company o |
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Exhibit 10.1 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
Item 1.
Table of Contents
Three Months Ended
Three Months Ended
June 30, 2010
June 30, 2009
(Unaudited)
(Unaudited)
$
47,654,811
$
45,338,895
44,192,456
41,042,633
319,142
44,192,456
41,361,775
3,462,355
3,977,120
137,280
209,768
825,095
879,330
962,375
1,089,098
2,499,980
2,888,022
698
(1,174,095
)
(1,443,929
)
3,492
1,051
(1,169,905
)
(1,442,878
)
$
1,330,075
$
1,445,144
14,606
14,606
$
91.06
$
98.94
Table of Contents
Nine Months Ended
Nine Months Ended
June 30, 2010
June 30, 2009
(Unaudited)
(Unaudited)
$
166,010,252
$
117,025,297
140,985,520
114,779,569
1,319,555
140,985,520
116,099,124
25,024,732
926,173
519,556
574,780
2,304,753
2,126,298
2,824,309
2,701,078
22,200,423
(1,774,905
)
917
2,087
(3,679,510
)
(2,919,376
)
50,511
12,569
(3,626,912
)
(2,905,890
)
$
18,573,511
$
(4,680,795
)
14,606
14,606
$
1,271.64
$
(320.47
)
Table of Contents
Nine Months Ended
Nine Months Ended
June 30, 2010
June 30, 2009
(Unaudited)
(Unaudited)
$
18,573,511
$
(4,680,795
)
6,335,525
6,035,205
(2,547,614
)
(2,239,043
)
(266,583
)
(8,686,492
)
(6,624,015
)
585,019
(637,501
)
(1,546,333
)
(8,457,119
)
(106,505
)
(972,008
)
368,342
(406,643
)
2,617,000
1,280,925
422,986
1,103,278
4,480,476
1,692,831
(357,476
)
1,411,276
19,871,856
(12,493,609
)
(84,665
)
(429,405
)
(1,720,513
)
(12,852,132
)
(1,805,178
)
(13,281,537
)
(876,360
)
974,000
(24,746
)
(5,758
)
(5,368
)
24,806,928
(17,206,170
)
(18,088,288
)
25,750,814
(21,610
)
(24,332
)
7,265,125
461,535
$
7,243,515
$
437,203
$
3,896,405
$
1,489,123
$
351,700
$
518,750
(209,077
)
(3,775,311
)
750,000
17,243
120,000
Table of Contents
Table of Contents
Notes to Condensed Unaudited Financial Statements
June 30, 2010
September 30, 2009
(Unaudited)
$
2,491,721
$
1,806,167
1,396,788
1,348,451
2,492,813
2,021,267
956,313
615,417
$
7,337,635
$
5,791,302
Table of Contents
Notes to Condensed Unaudited Financial Statements
Table of Contents
Notes to Condensed Unaudited Financial Statements
Instrument
Balance Sheet Location
Assets
Liabilities
Derivative Instruments Current
$
$
1,342,693
Derivative Instruments Long Term
2,997,933
Derivative Instruments Current
65,627
Amount of (Loss)
Reclassified from
Amount of Gain (Loss)
Accumulated OCI into
Derivative in Cash
Recognized in OCI on
interest expense on
Flow Hedging
Derivative - Three-months
Derivative - Three-months
Relationship
ended June 30
ended June 30
Interest rate swap
$
(943,905
)
$
(472,387
)
Interest rate swap
$
1,271,260
$
Derivatives not
Designated as
Location of Gain recognized in
Amount of Gain recognized
Hedging Instruments
Statement of Operations
in Income on Derivatives
Cost of Goods Sold
$
292,445
Amount of (Loss)
Reclassified from
Amount of (Loss)
Accumulated OCI into
Derivative in Cash
Recognized in OCI on
interest expense on
Flow Hedging
Derivative - Nine-months
Derivative - Nine-months
Relationship
ended June 30
ended June 30
Interest rate swap
$
(1,654,457
)
$
(1,445,380
)
Interest rate swap
$
(2,022,113
)
$
Derivatives not
Designated as
Location of Gain recognized in
Amount of Gain recognized
Hedging Instruments
Statement of Operations
in Income on Derivatives
Cost of Goods Sold
$
2,547,614
Table of Contents
Notes to Condensed Unaudited Financial Statements
Fair Value Measurement Using
Carrying Amount
Fair Value
Level 1
Level 2
Level 3
$
4,340,626
$
4,340,626
$
$
4,340,626
$
$
65,627
$
65,627
$
65,627
$
$
Table of Contents
Notes to Condensed Unaudited Financial Statements
Table of Contents
Notes to Condensed Unaudited Financial Statements
$
38,728,006
25,631,069
3,240,000
18,857
67,617,932
8,337,716
$
59,280,216
$
8,337,716
8,876,267
9,428,506
40,975,443
$
67,617,932
Table of Contents
Notes to Condensed Unaudited Financial Statements
Capital
Operating
Total
$
8,184
$
1,084,800
$
1,092,984
8,928
1,084,800
1,093,728
2,976
1,073,390
1,076,366
356,404
356,404
20,088
3,599,394
3,619,482
(1,231
)
(1,231
)
$
18,857
$
3,599,394
$
3,618,251
Table of Contents
Notes to Condensed Unaudited Financial Statements
2010
2009
$
(3,869,108
)
$
(5,046,571
)
(471,518
)
1,271,260
$
(4,340,626
)
$
(3,775,311
)
2010
2009
$
(4,131,549
)
$
(1,753,198
)
(209,077
)
(2,022,113
)
$
(4,340,626
)
$
(3,775,311
)
2010
2009
$
1,330,075
$
1,445,144
(943,905
)
1,271,260
$
386,170
$
2,716,404
Table of Contents
Notes to Condensed Unaudited Financial Statements
2010
2009
$
18,573,511
$
(4,680,795
)
(1,654,457
)
(2,022,113
)
$
16,919,054
$
(6,702,908
)
Table of Contents
Item 2.
Table of Contents
Table of Contents
Table of Contents
Three Months Ended
Three Months Ended
June 30, 2010 (Unaudited)
June 30, 2009 (Unaudited)
Statement of Operations Data
Amount
Percent
Amount
Percent
$
47,654,811
100.00
%
$
45,338,895
100.00
%
44,192,456
92.73
%
41,361,775
91.23
%
3,462,355
7.27
%
3,977,120
8.77
%
962,375
2.02
%
1,089,098
2.40
%
2,499,980
5.25
%
2,888,022
6.37
%
(1,169,905
)
(2.45
%)
(1,442,878
)
(3.18
)%
$
1,330,075
2.79
%
$
1,445,144
3.19
%
Three Months Ended
Three Months Ended
June 30, 2010
June 30, 2009
Revenue Source
Amount
% of Revenues
Amount
% of Revenues
$
39,876,762
83.68
%
$
36,750,418
81.18
%
7,324,436
15.37
%
8,061,240
17.78
%
19,273
0.04
%
63,538
0.14
%
434,340
0.91
%
463,699
1.02
%
$
47,654,811
100.00
%
$
45,338,895
100.00
%
Three Months ended
Three Months ended
June 30, 2010
June 30, 2009
26,158,680
22,828,818
76,557
69,732
$
1.52
$
1.61
$
95.92
$
116.51
9,321,143
8,501,516
728,499
751,316
$
3.69
$
4.30
$
4.31
$
4.45
$
0.0613
$
0.0626
$
0.0421
$
0.0351
$
0.0320
$
0.0359
$
0.0191
$
0.0190
Table of Contents
Table of Contents
Table of Contents
Nine Months Ended
Nine Months Ended
June 30, 2010 (Unaudited)
June 30, 2009 (Unaudited)
Statement of Operations Data
Amount
Percent
Amount
Percent
$
166,010,252
100.00
%
$
117,025,297
100.00
%
140,985,520
84.93
%
116,099,124
99.20
%
25,024,732
15.07
%
926,173
.80
%
2,824,309
1.70
%
2,701,078
2.32
%
22,200,423
13.37
%
(1,774,905
)
(1.52
)%
(3,626,912
)
(2.18
%)
(2,905,890
)
(2.48
)%
$
18,573,511
11.19
%
$
(4,680,795
)
(4.00
)%
Table of Contents
Nine Months Ended
Nine Months Ended
June 30, 2010
June 30, 2009
Revenue Source
Amount
% of Revenues
Amount
% of Revenues
$
140,545,196
84.66
%
$
96,034,307
82.06
%
23,685,815
14.27
%
20,124,614
17.20
%
88,184
0.05
%
139,307
0.12
%
1,691,057
1.02
%
727,068
0.62
%
$
166,010,252
100.00
$
117,025,296
100.00
Nine Months ended
Nine Months ended
June 30, 2010
June 30, 2009
82,295,942
60,991,048
243,038
184,570
$
1.71
$
1.57
$
97.82
$
109.79
29,591,655
22,978,972
2,381,681
1,992,555
$
3.78
$
4.16
$
5.03
$
5.45
$
0.0591
$
0.0696
$
0.0420
$
0.0360
$
0.0302
$
0.0330
$
0.0181
$
0.0247
Table of Contents
June 30, 2010
September 30, 2009
$
31,412,551
$
22,049,914
$
19,118,241
$
13,036,275
$
84,083,072
$
66,594,997
Table of Contents
2010
2009
$
19,871,856
(12,493,609
)
$
(1,805,178
)
(13,281,537
)
$
(18,088,288
)
25,750,814
$
(21,610
)
(24,332
)
$
7,243,515
437,203
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Item 3.
Table of Contents
Outstanding Variable Rate
Interest Rate at
Adverse 10% change in
Annual Adverse change to
Debt at June 30, 2010
June 30, 2010
Interest Rates
Income
$
29,000,000
5.0
%
0.5
%
$
145,000
Table of Contents
Estimated Volume
Hypothetical
Requirements for the next 12
Adverse Change in
Approximate
months (net of forward and
Price as of
Adverse Change to
futures contracts)
Unit of Measure
June 30, 2010
Income
2,700,000
MMBTU
10
%
$
1,350,000
107,000,000
Gallons
10
%
$
16,050,000
34,900,000
Bushels
10
%
$
12,916,000
Item 4.
Table of Contents
Item 1.
Item 1A.
Table of Contents
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Exhibit
Method of
No.
Description
Filing
10.1
*
31.1
*
31.2
*
32.1
*
32.2
*
CARDINAL ETHANOL, LLC
Date: August 12, 2010
/s/ Jeff Painter
Jeff Painter
Chief Executive Officer and President
(Principal Executive Officer)
Date: August 12, 2010
/s/ William Dartt
William Dartt
Chief Financial Officer
(Principal Financial and Accounting Officer)
1
CARDINAL ETHANOL |
Non-Exclusive CO
2
Facility
|
|
EPCO Carbon Dioxide, Products, Inc. |
2
CARDINAL ETHANOL |
Non-Exclusive CO
2
Facility
|
|
EPCO Carbon Dioxide, Products, Inc. |
3
CARDINAL ETHANOL |
Non-Exclusive CO
2
Facility
|
|
EPCO Carbon Dioxide, Products, Inc. |
4
CARDINAL ETHANOL |
Non-Exclusive CO
2
Facility
|
|
EPCO Carbon Dioxide, Products, Inc. |
|
If to Lessor: | CARDINAL ETHANOL | ||
|
1554 N. 600 E | |||
|
Union City, IN 47390 | |||
|
||||
|
If to Lessee: | EPCO Carbon Dioxide Products, Inc. | ||
|
1811 Auburn Avenue | |||
|
Monroe, La 71201 | |||
|
Telephone: (318) 361-0870 | |||
|
FAX: (318) 361-0047 |
5
CARDINAL ETHANOL |
Non-Exclusive CO
2
Facility
|
|
EPCO Carbon Dioxide, Products, Inc. |
6
CARDINAL ETHANOL |
Non-Exclusive CO
2
Facility
|
|
EPCO Carbon Dioxide, Products, Inc. |
7
CARDINAL ETHANOL |
Non-Exclusive CO
2
Facility
|
|
EPCO Carbon Dioxide, Products, Inc. |
WITNESS/ATTEST: |
LESSOR:
CARDINAL ETHANOL
|
|||
/s/ William J. Dartt | By: | /s/ Jeffrey Painter | ||
Name: | Jeffrey Painter | |||
Title: | President and CEO | |||
WITNESS/ATTEST: |
LESSEE:
EPCO CARBON DIOXIDE PRODUCTS, INC.
|
|||
/s/ Sherry P. Arnold | By: | /s/ Charles D. Craft | ||
Name: | Charles D. Craft | |||
Title: | Executive Vice President |
8
A-1
B-1
C-1
1. |
I have reviewed this quarterly report on Form 10-Q of Cardinal Ethanol, LLC;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in
which this report is being prepared;
|
b) |
Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
|
c) |
Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and
|
5. |
The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the registrants ability to record, process, summarize and report financial
information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting.
|
Date: August 12, 2010 | /s/ Jeff Painter | |||
Jeff Painter, Chief Executive Officer | ||||
(President and Principal Executive Officer) |
1. |
I have reviewed this quarterly report on Form 10-Q of Cardinal Ethanol, LLC;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in
which this report is being prepared;
|
b) |
Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
|
c) |
Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and
|
5. |
The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the registrants ability to record, process, summarize and report financial
information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting.
|
Date: August 12, 2010 | /s/ William Dartt | |||
William Dartt, Chief Financial Officer | ||||
(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/ Jeff Painter | ||||
Jeff Painter, President and | ||||
Principal Executive Officer
Dated: August 12, 2010 |
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/ William Dartt | ||||
William Dartt, Chief Financial Officer | ||||
(Principal Financial Officer)
Dated: August 12, 2010 |