x
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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For the fiscal year ended December 31, 2013
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o
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Commission file number 000-50254
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company)
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Page No.
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Availability and costs of raw materials, particularly corn and natural gas;
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Any reduction or waiver of the ethanol use requirements in the Renewable Fuels Standard;
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Changes in the price and market for ethanol, distillers grains and corn oil;
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Our ability to maintain liquidity and maintain our risk management positions;
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Decreases in the price of gasoline or decreased gasoline demand;
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Changes in the availability and cost of credit;
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Changes and advances in ethanol production technology;
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The effectiveness of our risk management strategy to offset increases in the price of our raw materials and decreases in the prices of our products;
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Overcapacity within the ethanol industry causing supply to exceed demand;
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Our ability to market and our reliance on third parties to market our products;
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The decrease or elimination of governmental incentives which support the ethanol industry;
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Changes in the weather or general economic conditions impacting the availability and price of corn;
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Our ability to generate free cash flow to invest in our business and service our debt;
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Changes in plant production capacity or technical difficulties in operating the plant;
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Changes in our business strategy, capital improvements or development plans;
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Our ability to retain key employees and maintain labor relations;
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Our liability resulting from potential litigation;
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Competition from alternative fuels and alternative fuel additives; and
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Other factors described elsewhere in this report.
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Product
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Fiscal Year 2013
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Fiscal Year 2012
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Fiscal Year 2011
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Ethanol
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75%
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75%
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82%
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Distillers Grains
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22%
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22%
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15%
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Corn Oil
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3%
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3%
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3%
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Company
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Current Capacity
(MMgy)
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Under Construction (MMgy)
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Percent of Total
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Archer Daniels Midland
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1,720
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—
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12%
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POET Biorefining
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1,629
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—
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11%
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Valero Renewable Fuels
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1,130
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—
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8%
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Green Plains Renewable Energy
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1,004
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—
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7%
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Quarter
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Low Price
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High Price
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Average Price
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Number of
Units Traded
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||||
First Quarter 2012
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2.00
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2.00
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2.00
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60,500
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Second Quarter 2012
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1.80
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1.80
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1.80
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6,500
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Third Quarter 2012
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1.40
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1.50
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1.44
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40,000
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Fourth Quarter 2012
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1.18
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1.20
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1.19
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33,500
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First Quarter 2013
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1.25
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1.35
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1.27
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26,000
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Second Quarter 2013
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1.40
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1.47
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1.42
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92,000
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Third Quarter 2013
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1.41
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1.75
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1.55
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31,000
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Fourth Quarter 2013
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1.76
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2.00
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1.86
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15,000
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Statement of Operations Data:
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2013
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2012
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2011
|
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2010
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2009
|
||||||||||
Revenues
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$
|
145,412,968
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$
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132,284,993
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$
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147,716,776
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$
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96,716,136
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$
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90,340,642
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Cost of Revenues
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129,091,165
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130,851,882
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127,596,145
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86,723,475
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81,659,486
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|||||
Gross Profit
|
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16,321,803
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1,433,111
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20,120,631
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9,992,661
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8,681,156
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|||||
Operating Expense
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3,511,026
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2,864,188
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3,074,220
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2,808,663
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2,957,809
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|||||
Income (Loss) From Operations
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12,810,777
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(1,431,077
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)
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17,046,411
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7,183,998
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5,723,347
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|||||
Other Income (Expense)
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494,070
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153,596
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399,135
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(139,436
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)
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|
(848,578
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)
|
|||||
Net Income (Loss)
|
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$
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13,304,847
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|
$
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(1,277,481
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)
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$
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17,445,546
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$
|
7,044,562
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$
|
4,874,769
|
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Capital Units Outstanding
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29,620,000
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29,620,000
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29,620,000
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29,620,000
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29,620,000
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|||||
Net Income (Loss) Per Capital Unit
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$
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0.45
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$
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(0.04
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)
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$
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0.59
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$
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0.24
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|
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$
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0.16
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Cash Distributions per Capital Unit
|
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$
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0.20
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$
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0.05
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$
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0.40
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$
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0.10
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|
|
$
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—
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||||||||||
Balance Sheet Data:
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2013
|
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2012
|
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2011
|
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2010
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|
2009
|
||||||||||
Working Capital
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$
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17,836,992
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$
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12,286,617
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$
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14,191,708
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$
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6,031,369
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$
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2,372,783
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Net Property, Plant & Equipment
|
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22,958,064
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25,086,125
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26,473,686
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29,760,568
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32,445,979
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|||||
Total Assets
|
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82,577,805
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65,973,079
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67,431,065
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62,178,421
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58,625,220
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|
|||||
Long-Term Obligations
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|
9,170,592
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|
166,261
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489,432
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1,181,410
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|
3,923,596
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|||||
Member's Equity
|
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58,455,182
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|
51,074,335
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53,694,694
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48,097,148
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|
|
43,733,907
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|
|||||
Book Value Per Capital Unit
|
|
$
|
1.97
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|
|
$
|
1.72
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|
|
$
|
1.81
|
|
|
$
|
1.62
|
|
|
$
|
1.48
|
|
|
|
2013
|
|
2012
|
||||||||||
Income Statement Data
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Revenue
|
|
$
|
145,412,968
|
|
|
100.0
|
|
|
$
|
132,284,993
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of Revenues
|
|
129,091,165
|
|
|
88.8
|
|
|
130,851,882
|
|
|
98.9
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Gross Profit
|
|
16,321,803
|
|
|
11.2
|
|
|
1,433,111
|
|
|
1.1
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Operating Expense
|
|
3,511,026
|
|
|
2.4
|
|
|
2,864,188
|
|
|
2.2
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Income (Loss) from Operations
|
|
12,810,777
|
|
|
8.8
|
|
|
(1,431,077
|
)
|
|
(1.1
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Other Income
|
|
494,070
|
|
|
0.3
|
|
|
153,596
|
|
|
0.1
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Net Income (Loss)
|
|
$
|
13,304,847
|
|
|
9.1
|
|
|
$
|
(1,277,481
|
)
|
|
(1.0
|
)
|
|
|
2012
|
|
2011
|
||||||||||
Income Statement Data
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Revenue
|
|
$
|
132,284,993
|
|
|
100.0
|
|
|
$
|
147,716,776
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of Revenues
|
|
130,851,882
|
|
|
98.9
|
|
|
127,596,145
|
|
|
86.4
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Gross Profit
|
|
1,433,111
|
|
|
1.1
|
|
|
20,120,631
|
|
|
13.6
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Operating Expense
|
|
2,864,188
|
|
|
2.2
|
|
|
3,074,220
|
|
|
2.1
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Income (Loss) from Operations
|
|
(1,431,077
|
)
|
|
(1.1
|
)
|
|
17,046,411
|
|
|
11.5
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Other Income
|
|
153,596
|
|
|
0.1
|
|
|
399,135
|
|
|
0.3
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Net Income (Loss)
|
|
$
|
(1,277,481
|
)
|
|
(1.0
|
)
|
|
$
|
17,445,546
|
|
|
11.8
|
|
|
|
Fiscal Years Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
22,038,463
|
|
|
$
|
(431,632
|
)
|
Net cash (used in) investing activities
|
|
(12,671,208
|
)
|
|
(1,262,637
|
)
|
||
Net cash provided by (used for) financing activities
|
|
3,676,302
|
|
|
(1,868,489
|
)
|
|
|
Fiscal Years Ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Net cash (used in) provided by operating activities
|
|
$
|
(431,632
|
)
|
|
$
|
25,796,954
|
|
Net cash (used in) provided by investing activities
|
|
(1,262,637
|
)
|
|
961,189
|
|
||
Net cash (used for) financing activities
|
|
(1,868,489
|
)
|
|
(16,170,288
|
)
|
|
|
Payments Due By Period
|
||||||||||||||||||
Contractual Cash Obligations
|
|
Total
|
|
Less than One Year
|
|
One to Three Years
|
|
Three to Five Years
|
|
After Five Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-Term Debt Obligations
|
|
$
|
10,046,468
|
|
|
$
|
1,281,760
|
|
|
$
|
2,513,708
|
|
|
$
|
2,501,000
|
|
|
$
|
3,750,000
|
|
Estimated Interest on Long-Term Debt
|
|
1,437,481
|
|
|
326,276
|
|
|
536,110
|
|
|
360,938
|
|
|
214,157
|
|
|||||
Operating Lease Obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase Obligations
|
|
18,413,042
|
|
|
18,413,042
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other Long-Term Liabilities
|
|
529,626
|
|
|
123,741
|
|
|
260,729
|
|
|
145,156
|
|
|
—
|
|
|||||
Total Contractual Cash Obligations
|
|
$
|
30,426,617
|
|
|
$
|
20,144,819
|
|
|
$
|
3,310,547
|
|
|
$
|
3,007,094
|
|
|
$
|
3,964,157
|
|
|
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
|
|
Unit of Measure
|
|
Hypothetical Adverse Change in Price
|
|
Approximate Adverse Change to Income
|
||||
Ethanol
|
49,000,000
|
|
|
Gallons
|
|
10
|
%
|
|
$
|
9,310,000
|
|
Corn
|
15,075,695
|
|
|
Bushels
|
|
10
|
%
|
|
$
|
6,346,688
|
|
Natural Gas
|
1,280,600
|
|
|
MMBTU
|
|
10
|
%
|
|
$
|
466,138
|
|
|
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
|
|
Unit of Measure
|
|
Hypothetical Adverse Change in Price
|
|
Approximate Adverse Change to Income
|
||||
Ethanol
|
49,000,000
|
|
|
Gallons
|
|
10
|
%
|
|
$
|
9,849,000
|
|
Corn
|
15,208,204
|
|
|
Bushels
|
|
10
|
%
|
|
$
|
10,539,285
|
|
Natural Gas
|
1,330,000
|
|
|
MMBTU
|
|
10
|
%
|
|
$
|
456,190
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
20,706,458
|
|
|
$
|
7,662,901
|
|
Accounts receivable
|
3,522,497
|
|
|
4,251,590
|
|
||
Other receivables
|
17,707
|
|
|
91,139
|
|
||
Inventory
|
6,874,207
|
|
|
11,552,830
|
|
||
Derivative financial instruments
|
1,502,574
|
|
|
3,322,650
|
|
||
Prepaid expenses
|
165,580
|
|
|
137,990
|
|
||
Total current assets
|
32,789,023
|
|
|
27,019,100
|
|
||
|
|
|
|
||||
PROPERTY AND EQUIPMENT
|
|
|
|
||||
Land
|
676,097
|
|
|
676,097
|
|
||
Land improvements
|
2,665,358
|
|
|
2,665,358
|
|
||
Buildings
|
8,277,636
|
|
|
8,277,636
|
|
||
Equipment
|
39,861,906
|
|
|
39,828,295
|
|
||
Construction in progress
|
199,302
|
|
|
—
|
|
||
|
51,680,299
|
|
|
51,447,386
|
|
||
Less accumulated depreciation
|
(28,722,235
|
)
|
|
(26,361,261
|
)
|
||
Net property and equipment
|
22,958,064
|
|
|
25,086,125
|
|
||
|
|
|
|
||||
OTHER ASSETS
|
|
|
|
||||
Goodwill
|
10,395,766
|
|
|
10,395,766
|
|
||
Investments
|
16,078,269
|
|
|
3,385,479
|
|
||
Other
|
356,683
|
|
|
86,609
|
|
||
Total other assets
|
26,830,718
|
|
|
13,867,854
|
|
||
|
|
|
|
||||
TOTAL ASSETS
|
$
|
82,577,805
|
|
|
$
|
65,973,079
|
|
|
|
|
|
|
|
|
|
||||
|
December 31, 2013
|
|
December 31, 2012
|
||||
LIABILITIES AND MEMBERS’ EQUITY
|
|
|
|
||||
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
11,953,957
|
|
|
$
|
13,518,218
|
|
Accrued liabilities
|
613,638
|
|
|
355,278
|
|
||
Derivative financial instruments
|
978,935
|
|
|
535,816
|
|
||
Current portion of notes payable
|
1,281,760
|
|
|
288,631
|
|
||
Other
|
123,741
|
|
|
34,540
|
|
||
Total current liabilities
|
14,952,031
|
|
|
14,732,483
|
|
||
|
|
|
|
||||
LONG-TERM LIABILITIES
|
|
|
|
||||
Notes payable, net of current maturities
|
8,764,708
|
|
|
157,535
|
|
||
Other
|
405,884
|
|
|
8,726
|
|
||
Total long-term liabilities
|
9,170,592
|
|
|
166,261
|
|
||
|
|
|
|
||||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
||||
|
|
|
|
||||
MEMBERS' EQUITY (29,620,000 units issued and outstanding)
|
58,455,182
|
|
|
51,074,335
|
|
||
|
|
|
|
||||
TOTAL LIABILITIES AND MEMBERS' EQUITY
|
$
|
82,577,805
|
|
|
$
|
65,973,079
|
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||
|
|
|
|
|
|
||||||
REVENUES
|
$
|
145,412,968
|
|
|
$
|
132,284,993
|
|
|
$
|
147,716,776
|
|
|
|
|
|
|
|
||||||
COSTS OF REVENUES
|
129,091,165
|
|
|
130,851,882
|
|
|
127,596,145
|
|
|||
|
|
|
|
|
|
||||||
GROSS PROFIT
|
16,321,803
|
|
|
1,433,111
|
|
|
20,120,631
|
|
|||
|
|
|
|
|
|
||||||
OPERATING EXPENSES
|
3,511,026
|
|
|
2,864,188
|
|
|
3,074,220
|
|
|||
|
|
|
|
|
|
||||||
INCOME (LOSS) FROM OPERATIONS
|
12,810,777
|
|
|
(1,431,077
|
)
|
|
17,046,411
|
|
|||
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
||||||
Interest and other income
|
70,530
|
|
|
36,477
|
|
|
465,959
|
|
|||
Equity in net income of investments
|
506,790
|
|
|
175,266
|
|
|
115,646
|
|
|||
Interest expense
|
(83,250
|
)
|
|
(58,147
|
)
|
|
(182,470
|
)
|
|||
Total other income (expense)
|
494,070
|
|
|
153,596
|
|
|
399,135
|
|
|||
|
|
|
|
|
|
||||||
NET INCOME (LOSS)
|
$
|
13,304,847
|
|
|
$
|
(1,277,481
|
)
|
|
$
|
17,445,546
|
|
|
|
|
|
|
|
||||||
BASIC AND DILUTED EARNINGS (LOSS) PER UNIT
|
$
|
0.45
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.59
|
|
|
|
|
|
|
|
||||||
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING FOR THE CALCULATION OF BASIC & DILUTED EARNINGS (LOSS) PER UNIT
|
29,620,000
|
|
|
29,620,000
|
|
|
29,620,000
|
|
|||
|
|
|
|
|
|
|
|
Members'
|
||
|
|
Equity
|
||
Balance, December 31, 2010
|
|
$
|
48,097,148
|
|
Net income
|
|
17,445,546
|
|
|
Distributions paid ($.40 per capital unit)
|
|
(11,848,000
|
)
|
|
|
|
|
||
Balance, December 31, 2011
|
|
53,694,694
|
|
|
Net (loss)
|
|
(1,277,481
|
)
|
|
Equity adjustment in investee
|
|
138,122
|
|
|
Distributions paid ($.05 per capital unit)
|
|
(1,481,000
|
)
|
|
|
|
|
||
Balance, December 31, 2012
|
|
51,074,335
|
|
|
Net income
|
|
13,304,847
|
|
|
Distributions paid ($.20 per capital unit)
|
|
(5,924,000
|
)
|
|
|
|
|
||
Balance, December 31, 2013
|
|
$
|
58,455,182
|
|
|
|
|
|
|
Balance Sheet Classification
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Forward contracts in gain position
|
|
|
|
$
|
—
|
|
|
$
|
912,248
|
|
Futures contracts in gain position
|
|
|
|
249,688
|
|
|
683,013
|
|
||
Total forward and futures contracts
|
|
|
|
249,688
|
|
|
1,595,261
|
|
||
Cash held by broker
|
|
|
|
1,252,886
|
|
|
1,727,389
|
|
||
|
|
Current Assets
|
|
$
|
1,502,574
|
|
|
$
|
3,322,650
|
|
|
|
|
|
|
|
|
||||
Forward contracts in loss position
|
|
(Current Liabilities)
|
|
$
|
(978,935
|
)
|
|
$
|
(535,816
|
)
|
|
|
|
|
|
|
|
|
|
Statement of Operations
|
|
Years Ended December 31,
|
||||||||||
|
|
Classification
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net realized and unrealized gains (losses) related to sales contracts:
|
|
|
|
|
|
|
|
|
||||||
Futures contracts
|
|
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net realized and unrealized gains (losses) related to purchase contracts:
|
|
|
|
|
|
|
|
|
||||||
Futures contracts
|
|
Cost of Revenues
|
|
$
|
1,142,170
|
|
|
$
|
(4,076,209
|
)
|
|
$
|
(42,211
|
)
|
Forward contracts
|
|
Cost of Revenues
|
|
$
|
(3,417,362
|
)
|
|
$
|
1,065,793
|
|
|
$
|
(3,230,710
|
)
|
|
Minimum
|
Maximum
|
Land improvements
|
|
40 years
|
Equipment
|
5 years
|
20 years
|
Buildings
|
|
40 years
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Raw materials
|
|
$
|
3,645,811
|
|
|
$
|
8,117,020
|
|
Finished goods
|
|
1,544,426
|
|
|
1,525,812
|
|
||
Work in process
|
|
748,965
|
|
|
990,002
|
|
||
Parts inventory
|
|
935,005
|
|
|
919,996
|
|
||
|
|
$
|
6,874,207
|
|
|
$
|
11,552,830
|
|
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Note payable - FNBO
|
|
$
|
—
|
|
|
$
|
—
|
|
Note payable - FCSA
|
|
10,001,000
|
|
|
—
|
|
||
Note payable - REED
|
|
—
|
|
|
308,142
|
|
||
Note payable - FDDC
|
|
—
|
|
|
62,341
|
|
||
Note payable - Other
|
|
45,468
|
|
|
75,683
|
|
||
|
|
10,046,468
|
|
|
446,166
|
|
||
|
|
|
|
|
||||
Less current portion
|
|
(1,281,760
|
)
|
|
(288,631
|
)
|
||
|
|
|
|
|
||||
|
|
$
|
8,764,708
|
|
|
$
|
157,535
|
|
Years Ending December 31,
|
|
Amount
|
||
2014
|
|
$
|
1,281,760
|
|
2015
|
|
1,263,708
|
|
|
2016
|
|
1,250,000
|
|
|
2017
|
|
1,250,000
|
|
|
2018
|
|
1,251,000
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments, futures contracts
|
|
$
|
249,688
|
|
|
$
|
249,688
|
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments, futures contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
(978,935
|
)
|
|
$
|
—
|
|
|
$
|
(978,935
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments, futures contracts
|
|
$
|
974,132
|
|
|
$
|
974,132
|
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
912,248
|
|
|
$
|
—
|
|
|
$
|
912,248
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments, futures contracts
|
|
$
|
(291,119
|
)
|
|
$
|
(291,119
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
(535,816
|
)
|
|
$
|
—
|
|
|
$
|
(535,816
|
)
|
|
$
|
—
|
|
Years Ending December 31,
|
|
Amount
|
2014
|
|
$452,700
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
|
||||||
Revenues ethanol
|
|
$
|
109,684,152
|
|
|
$
|
98,946,378
|
|
|
$
|
120,982,586
|
|
Revenues distiller's grains and corn oil
|
|
9,282,072
|
|
|
8,058,637
|
|
|
8,981,324
|
|
|||
|
|
|
|
|
|
|
||||||
Marketing fees ethanol
|
|
225,358
|
|
|
176,738
|
|
|
193,728
|
|
|||
Marketing fees distillers grains and corn oil
|
|
41,478
|
|
|
36,171
|
|
|
79,740
|
|
|||
|
|
|
|
|
|
|
||||||
Amounts due included in accounts receivable
|
|
2,382,068
|
|
|
2,656,091
|
|
|
3,142,616
|
|
Years Ending December 31,
|
|
Amount
|
||
2014
|
|
$
|
71,741
|
|
2015
|
|
76,049
|
|
|
2016
|
|
80,680
|
|
|
2017
|
|
78,063
|
|
|
2018
|
|
17,092
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
38,292,468
|
|
|
$
|
38,288,817
|
|
|
$
|
36,613,246
|
|
|
$
|
32,218,437
|
|
Gross profit
|
3,596,807
|
|
|
2,428,355
|
|
|
2,107,665
|
|
|
8,188,976
|
|
||||
Income from operations
|
2,840,636
|
|
|
1,358,221
|
|
|
1,344,871
|
|
|
7,267,049
|
|
||||
Net income
|
2,946,044
|
|
|
1,458,043
|
|
|
1,475,212
|
|
|
7,425,548
|
|
||||
Basic and diluted earnings per unit
|
0.10
|
|
|
0.05
|
|
|
0.05
|
|
|
0.25
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
32,005,292
|
|
|
$
|
30,843,839
|
|
|
$
|
34,424,396
|
|
|
$
|
35,011,466
|
|
Gross profit (loss)
|
1,321,268
|
|
|
(589,176
|
)
|
|
1,310,349
|
|
|
(512,299
|
)
|
||||
Income (loss) from operations
|
553,095
|
|
|
(1,348,397
|
)
|
|
660,858
|
|
|
(1,199,602
|
)
|
||||
Net income (loss)
|
568,650
|
|
|
(1,331,213
|
)
|
|
700,582
|
|
|
(1,215,500
|
)
|
||||
Basic and diluted earnings (loss) per unit
|
0.02
|
|
|
(0.04
|
)
|
|
0.02
|
|
|
(0.04
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
35,241,656
|
|
|
$
|
37,159,150
|
|
|
$
|
37,567,181
|
|
|
$
|
37,748,789
|
|
Gross profit
|
5,200,129
|
|
|
5,547,162
|
|
|
3,558,671
|
|
|
5,860,208
|
|
||||
Income from operations
|
4,422,206
|
|
|
4,821,183
|
|
|
2,799,628
|
|
|
5,048,933
|
|
||||
Net income
|
4,434,494
|
|
|
4,872,650
|
|
|
3,228,398
|
|
|
4,910,004
|
|
||||
Basic and diluted earnings per unit
|
0.15
|
|
|
0.16
|
|
|
0.11
|
|
|
0.17
|
|
Exhibit No.
|
Exhibit
|
|
Filed Herewith
|
|
Incorporated by Reference
|
|
2.1
|
|
Plan of Reorganization.
|
|
|
|
Filed as Exhibit 2.1 on the registrant's Form S-4 filed with the Commission on August 2, 2001 and incorporated by reference herein.
|
3.1
|
|
Articles of organization of the registrant.
|
|
|
|
Filed as Exhibit 3.1 on the registrant's Form S-4 filed with the Commission on August 2, 2001 and incorporated by reference herein.
|
3.2
|
|
Amended and restated operating agreement of the registrant.
|
|
|
|
Filed as Exhibit 3.6 on the registrant's Form 10-K filed with the Commission on March 31, 2005 and incorporated by reference herein.
|
3.3
|
|
First amendment to the amended and restated operating agreement of the registrant.
|
|
|
|
Filed as Exhibit 99.1 on the registrant's Form 8-K filed with the Commission on March 19, 2007 and incorporated by reference herein.
|
10.1
|
|
Distillers Grains Marketing Agreement dated July 15, 2008 between RPMG, Inc. and Dakota Ethanol, L.L.C. +
|
|
|
|
Filed as Exhibit 10.1 on the registrant's Form 10-Q filed with the Commission on August 14, 2008 and incorporated by reference herein.
|
10.2
|
|
Contribution Agreement between Renewable Products Marketing Group, LLC and Dakota Ethanol, L.L.C. dated April 1, 2007.
|
|
|
|
Filed as Exhibit 10.1 on the registrant's Form 10-Q filed with the Commission on August 14, 2007 and incorporated by reference herein.
|
10.3
|
|
Addendum to Water Purchase Agreement dated February 28, 2007 between Big Sioux Community Water Systems, Inc. and Dakota Ethanol, L.L.C.
|
|
|
|
Filed as Exhibit 10.1 on the registrant's Form 10-K filed with the Commission on March 30, 2007.
|
10.4
|
|
Risk Management Agreement dated November 28, 2005 between FCStone, LLC and Dakota Ethanol, L.L.C.
|
|
|
|
Filed as Exhibit 10.1 on the registrant's Form 8-K filed with the Commission on December 2, 2005 and incorporated by reference herein.
|
10.5
|
|
Employment Agreement between Scott Mundt and Dakota Ethanol, L.L.C. dated April 1, 2009
|
|
|
|
Filed as Exhibit 10.1 on the registrant's Form 10-Q filed with the Commission on May 15, 2009 and incorporated by reference herein.
|
10.6
|
|
First Amended and Restated Construction Loan Agreement dated June 18, 2009 between First National Bank of Omaha and Dakota Ethanol, L.L.C.
|
|
|
|
Filed as Exhibit 10.1 on the registrant's Form 10-Q filed with the Commission on August 12, 2009 and incorporated by reference herein.
|
10.7
|
|
Corn Oil Marketing Agreement dated August 11, 2009 between RPMG, Inc. and Dakota Ethanol, L.L.C. +
|
|
|
|
Filed as Exhibit 10.2 on the registrant's Form 10-Q filed with the Commission on August 12, 2009 and incorporated by reference herein.
|
10.8
|
|
First Amendment to First Amended and Restated Construction Loan Agreement between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 13, 2010.
|
|
|
|
Filed as Exhibit 10.1 on the registrant's Form 10-Q filed with the Commission on August 13, 2010 and incorporated by reference herein.
|
10.9
|
|
Long Term Reducing Revolving Promissory Note between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 13, 2010.
|
|
|
|
Filed as Exhibit 10.2 on the registrant's Form 10-Q filed with the Commission on August 13, 2010 and incorporated by reference herein.
|
10.10
|
|
Operating Line of Credit Promissory Note between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 13, 2010.
|
|
|
|
Filed as Exhibit 10.3 on the registrant's Form 10-Q filed with the Commission on August 13, 2010 and incorporated by reference herein.
|
10.11
|
|
Member Ethanol Fuel Marketing Agreement between Dakota Ethanol, LLC and RPMG, Inc. dated March 26, 2010. +
|
|
|
|
Filed as Exhibit 10.22 on the registrant's Form 10-K filed with the Commission on March 30, 2011 and incorporated by reference herein.
|
10.12
|
|
Second Amendment of First Amended and Restated Construction Loan Agreement dated May 12, 2011 between Dakota Ethanol, L.L.C. and First National Bank of Omaha.
|
|
|
|
Filed as Exhibit 10.1 on the registrant's Form 10-Q filed with the Commission on August 11, 2011 and incorporated by reference herein.
|
10.13
|
|
Operating Line of Credit First Amended and Restated Revolving Promissory Note dated May 12, 2011 between Dakota Ethanol, L.L.C. and First National Bank of Omaha.
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Filed as Exhibit 10.2 on the registrant's Form 10-Q filed with the Commission on August 11, 2011 and incorporated by reference herein.
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10.14
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Long Term Reducing Revolver First Amended and Restated Promissory Note dated May 12, 2011 between Dakota Ethanol, L.L.C. and First National Bank of Omaha.
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Filed as Exhibit 10.3 on the registrant's Form 10-Q filed with the Commission on August 11, 2011 and incorporated by reference herein.
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10.15
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Third Amendment of First Amended and Restated Construction Loan Agreement between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 1, 2012.
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Filed as Exhibit 10.1 on the registrant's Form 10-Q filed with the Commission on May 14, 2012 and incorporated by reference herein.
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10.16
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Second Amended and Restated Revolving Promissory Note (Operating Line of Credit) between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 1, 2012.
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Filed as Exhibit 10.2 on the registrant's Form 10-Q filed with the Commission on May 14, 2012 and incorporated by reference herein.
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10.17
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Second Amended and Restated Promissory Note (Long Term Reducing Revolver) between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 1, 2012.
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Filed as Exhibit 10.3 on the registrant's Form 10-Q filed with the Commission on May 14, 2012 and incorporated by reference herein.
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10.18
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Member Amended and Restated Marketing Agreement between RPMG, Inc. and Dakota Ethanol, L.L.C. dated August 27, 2012. +
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Filed as Exhibit 10.1 on the registrant's Form 10-Q filed with the Commission on November 13, 2012 and incorporated by reference herein.
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10.19
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Fourth Amendment to First Amended and Restated Construction Loan Agreement between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 1, 2013.
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Filed as Exhibit 10.1 on the registrant's Form 10-Q filed with the Commission on May 13, 2013 and incorporated by reference herein.
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10.20
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Third Amended and Restated Revolving Promissory Note between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 1, 2013.
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Filed as Exhibit 10.2 on the registrant's Form 10-Q filed with the Commission on May 13, 2013 and incorporated by reference herein.
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10.21
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Credit Agreement between Farm Credit Services of America and Dakota Ethanol, L.L.C. dated May 15, 2013.
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Filed as Exhibit 10.1 on the registrant's Form 10-Q filed with the Commission on August 13, 2013 and incorporated by reference herein.
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10.22
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First Amendment to Credit Agreement between Farm Credit Services of America and Dakota Ethanol, L.L.C. dated November 20, 2013.
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X
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31.1
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Certificate Pursuant to 17 CFR 240.13a-14(a)
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X
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Filed herewith
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31.2
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Certificate Pursuant to 17 CFR 240.13a-14(a)
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X
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Filed herewith
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32.1
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Certificate Pursuant to 18 U.S.C. Section 1350
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X
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Filed herewith
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32.2
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Certificate Pursuant to 18 U.S.C. Section 1350
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X
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Filed herewith
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101
|
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The following financial information from Lake Area Corn Processors, LLC's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2013 and December 31, 2012, (ii) Consolidated Statements of Income for the fiscal years ended December 31, 2013, 2012 and 2011, (iii) Statement of Changes in Members' Equity, (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2013, 2012 and 2011, and (v) the Notes to Consolidated Financial Statements.**
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LAKE AREA CORN PROCESSORS, LLC
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||
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||
Date:
|
February 27, 2014
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/s/ Scott Mundt
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Scott Mundt
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||
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President and Chief Executive Officer
(Principal Executive Officer)
|
||
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||
Date:
|
February 27, 2014
|
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/s/ Rob Buchholtz
|
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Rob Buchholtz
|
||
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Date:
|
February 27, 2014
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/s/ Ronald Alverson
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Ronald Alverson, Manager
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Date:
|
February 27, 2014
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/s/ Todd Brown
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Todd Brown, Manager
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Date:
|
February 27, 2014
|
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/s/ Randy Hansen
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Randy Hansen, Manager
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Date:
|
February 27, 2014
|
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/s/ Rick Kasperson
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Rick Kasperson, Manager
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Date:
|
February 27, 2014
|
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/s/ Dale Thompson
|
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Dale Thompson, Manager
|
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|
Date:
|
February 27, 2014
|
|
/s/ Brian Woldt
|
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|
Brian Woldt, Manager
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|
|
Date:
|
February 27, 2014
|
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/s/ Dave Wolles
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|
|
Dave Wolles, Manager
|
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|
|
|
BORROWER:
|
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|
|
Dakota Ethanol, L.L.C.
|
|
a South Dakota limited liability company
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|
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By: /s/ Scott Mundt
|
|
Scott Mundt, Chief Executive Officer
|
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Address for Notice: P.O. Box 100, Wentworth, South Dakota 57075
|
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|
LENDER:
|
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|
|
Farm Credit Services of America, PCA
|
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Farm Credit Services of America, FLCA
|
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|
By: /s/ Kathryn J. Frahm,
|
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Kathryn J. Frahm, Vice President
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|
|
Address for Notice: P.O. Box 2409, Omaha, Nebraska 68103-9935
|
|
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 registrant's other certifying officer(s) 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting.
|
Date:
|
February 27, 2014
|
/s/ Scott Mundt
|
|
|
|
Scott Mundt,
Chief Executive Officer
|
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 registrant's other certifying officer(s) 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting.
|
Date:
|
February 27, 2014
|
/s/ Robbi Buchholtz
|
|
|
|
Robbi Buchholtz,
Chief 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.
|
|
|
|
|
Dated:
|
February 27, 2014
|
|
/s/ Scott Mundt
|
|
|
|
Scott Mundt,
|
|
|
|
Chief Executive 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.
|
|
|
|
|
Dated:
|
February 27, 2014
|
|
/s/ Robbi Buchholtz
|
|
|
|
Robbi Buchholtz,
|
|
|
|
Chief Financial Officer
|
|
|
|
|