x
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
|
|
For the fiscal year ended September 30, 2013
|
|
|
|
OR
|
|
|
o
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
|
For the transition period from to .
|
|
|
|
COMMISSION FILE NUMBER 000-53036
|
Indiana
|
|
20-2327916
|
||
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
||
|
|
|
||
1554 N. County Road 600 E., Union City, IN 47390
|
||||
(Address of principal executive offices)
|
||||
|
||||
(765) 964-3137
|
||||
(Registrant's telephone number, including area code)
|
||||
|
||||
Securities registered pursuant to 12(b) of the Act: None.
|
||||
Securities registered pursuant to Section 12(g) of the Act: Membership Units.
|
Large Accelerated Filer
o
|
Accelerated Filer
o
|
Non-Accelerated Filer
x
|
Smaller Reporting Company
o
|
|
Page Number
|
|
|
|
|
|
|
•
|
Reduction or elimination of the Renewable Fuel Standard;
|
•
|
Changes in the availability and price of corn and natural gas;
|
•
|
Our inability to maintain or secure credit or obtain additional equity financing we may require in the future to continue our operations;
|
•
|
Decreases in the price we receive for our ethanol, distiller grains and corn oil;
|
•
|
Our ability to satisfy the financial covenants contained in our credit agreements with our senior lender;
|
•
|
Our ability to profitably operate the ethanol plant and maintain a positive spread between the selling price of our products and our raw material costs;
|
•
|
Negative impacts that our hedging activities may have on our operations;
|
•
|
Ethanol and distiller grains supply exceeding demand and corresponding price reductions;
|
•
|
Our ability to generate free cash flow to invest in our business and service any debt;
|
•
|
Changes in the environmental regulations that apply to our plant operations;
|
•
|
Changes in our business strategy, capital improvements or development plans;
|
•
|
Changes in plant production capacity or technical difficulties in operating the plant;
|
•
|
Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture, oil or automobile industries;
|
•
|
Lack of transport, storage and blending infrastructure preventing our products from reaching high demand markets;
|
•
|
Changes in federal and/or state laws;
|
•
|
Changes and advances in ethanol production technology;
|
•
|
Competition from alternative fuel additives;
|
•
|
Changes in interest rates or the lack of credit availability;
|
•
|
Changes in legislation benefiting renewable fuels; ;
|
•
|
Our ability to retain key employees and maintain labor relations;
|
•
|
Volatile commodity and financial markets;
|
•
|
Limitations and restrictions contained in the instruments and agreements governing any indebtedness.
|
Product
|
|
Fiscal Year 2013
|
|
Fiscal Year 2012
|
|
Fiscal Year 2011
|
|||
Ethanol
|
|
75
|
%
|
|
78
|
%
|
|
82
|
%
|
Distiller Grains
|
|
22
|
%
|
|
19
|
%
|
|
16
|
%
|
Corn Oil
|
|
3
|
%
|
|
3
|
%
|
|
2
|
%
|
Carbon Dioxide
|
|
> 1%
|
|
|
> 1%
|
|
|
> 1%
|
|
Company
|
Current Capacity
(mmgy)
|
|
Under Construction/
Expansions
(mmgy)
|
|
Archer Daniels Midland
|
1,720.0
|
|
—
|
|
POET Biorefining
|
1,629.0
|
|
—
|
|
Valero Renewable Fuels
|
1,130.0
|
|
—
|
|
Green Plains Renewable Energy
|
774.0
|
|
—
|
|
Flint Hill Resources LP
|
660.0
|
|
—
|
|
•
|
A grains area, fermentation area, distillation - evaporation area;
|
•
|
A dryer/energy center area;
|
•
|
A tank farm;
|
•
|
An auxiliary area; and
|
•
|
An administration building.
|
Quarter
|
|
Low Price
|
|
High Price
|
|
Average Price
|
|
# of
Units Traded
|
|||||||
2012 1
st
|
|
$
|
3,750
|
|
|
$
|
4,000
|
|
|
$
|
3,874
|
|
|
84
|
|
2012 2
nd
|
|
$
|
3,750
|
|
|
$
|
4,400
|
|
|
$
|
3,962
|
|
|
86
|
|
2012 3
rd
|
|
$
|
3,850
|
|
|
$
|
4,300
|
|
|
$
|
4,062
|
|
|
42
|
|
2012 4
th
|
|
$
|
3,500
|
|
|
$
|
4,300
|
|
|
$
|
3,749
|
|
|
39
|
|
2013 1
st
|
|
$
|
3,500
|
|
|
$
|
3,500
|
|
|
$
|
3,500
|
|
|
4
|
|
2013 2
nd
|
|
$
|
3,500
|
|
|
$
|
4,075
|
|
|
$
|
3,800
|
|
|
37
|
|
2013 3
rd
|
|
$
|
3,950
|
|
|
$
|
4,750
|
|
|
$
|
4,125
|
|
|
31
|
|
2013 4
th
|
|
$
|
4,365
|
|
|
$
|
5,125
|
|
|
$
|
4,790
|
|
|
54
|
|
Sellers Quarter
|
|
Low Price
|
|
High Price
|
|
Average Price
|
|
# of
Units Listed
|
|||||||
2012 1
st
|
|
$
|
3,750
|
|
|
$
|
5,000
|
|
|
$
|
4,100
|
|
|
105
|
|
2012 2
nd
|
|
$
|
3,750
|
|
|
$
|
5,000
|
|
|
$
|
4,101
|
|
|
117
|
|
2012 3
rd
|
|
$
|
3,850
|
|
|
$
|
5,000
|
|
|
$
|
4,248
|
|
|
79
|
|
2012 4
th
|
|
$
|
3,500
|
|
|
$
|
6,000
|
|
|
$
|
4,058
|
|
|
76
|
|
2013 1
st
|
|
$
|
3,500
|
|
|
$
|
3,900
|
|
|
$
|
3,809
|
|
|
22
|
|
2013 2
nd
|
|
$
|
3,300
|
|
|
$
|
4,050
|
|
|
$
|
3,832
|
|
|
53
|
|
2013 3
rd
|
|
$
|
3,850
|
|
|
$
|
4,750
|
|
|
$
|
4,063
|
|
|
23
|
|
2013 4
th
|
|
$
|
4,365
|
|
|
$
|
5,125
|
|
|
$
|
4,790
|
|
|
54
|
|
Statement of Operations Data:
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Revenues
|
|
$
|
357,611,814
|
|
|
$
|
321,194,387
|
|
|
$
|
337,019,930
|
|
|
$
|
224,807,338
|
|
|
$
|
167,738,057
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost Goods Sold
|
|
324,122,396
|
|
|
311,971,054
|
|
|
302,690,475
|
|
|
195,880,762
|
|
|
160,674,617
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross Profit
|
|
33,489,418
|
|
|
9,223,333
|
|
|
34,329,455
|
|
|
28,926,576
|
|
|
7,063,440
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses
|
|
4,697,637
|
|
|
4,680,729
|
|
|
4,250,752
|
|
|
3,735,530
|
|
|
3,726,051
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income
|
|
28,791,781
|
|
|
4,542,604
|
|
|
30,078,703
|
|
|
25,191,046
|
|
|
3,337,389
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Expense, Net
|
|
(2,436,357
|
)
|
|
(2,690,624
|
)
|
|
(4,569,566
|
)
|
|
(4,740,467
|
)
|
|
(4,288,574
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss)
|
|
$
|
26,355,424
|
|
|
$
|
1,851,980
|
|
|
$
|
25,509,137
|
|
|
$
|
20,450,579
|
|
|
$
|
(951,185
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted Average Units Outstanding
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss) Per Unit
|
|
$
|
1,804.42
|
|
|
$
|
126.80
|
|
|
$
|
1,746.48
|
|
|
$
|
1,400.15
|
|
|
$
|
(65.12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Distributions Per Unit
|
|
$
|
382
|
|
|
$
|
430
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Current Assets
|
|
$
|
57,914,023
|
|
|
$
|
35,973,410
|
|
|
$
|
49,830,340
|
|
|
$
|
31,898,901
|
|
|
$
|
22,049,914
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Property and Equipment
|
|
$
|
110,311,216
|
|
|
$
|
117,825,363
|
|
|
$
|
125,169,711
|
|
|
$
|
132,780,346
|
|
|
$
|
137,209,571
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Assets
|
|
$
|
554,837
|
|
|
$
|
730,992
|
|
|
$
|
876,699
|
|
|
$
|
851,732
|
|
|
$
|
1,068,767
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
|
$
|
168,780,076
|
|
|
$
|
154,529,765
|
|
|
$
|
175,876,750
|
|
|
$
|
165,530,979
|
|
|
$
|
160,328,252
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
$
|
13,149,364
|
|
|
$
|
16,662,886
|
|
|
$
|
18,628,361
|
|
|
$
|
20,562,149
|
|
|
$
|
13,036,275
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-Term Debt
|
|
$
|
24,154,710
|
|
|
$
|
27,943,975
|
|
|
$
|
42,960,017
|
|
|
$
|
56,188,380
|
|
|
$
|
77,427,000
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative Instrument - Interest Rate Swap - (Long Term)
|
|
$
|
—
|
|
|
$
|
628,358
|
|
|
$
|
1,961,239
|
|
|
$
|
3,130,402
|
|
|
$
|
3,269,980
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Members' Equity
|
|
$
|
131,476,002
|
|
|
$
|
109,294,546
|
|
|
$
|
112,327,133
|
|
|
$
|
85,650,048
|
|
|
$
|
66,594,997
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||||||
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||
Statement of Operations Data
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Revenue
|
$
|
357,611,814
|
|
|
100.0
|
|
|
$
|
321,194,387
|
|
|
100.0
|
|
Cost of Goods Sold
|
324,122,396
|
|
|
90.6
|
|
|
311,971,054
|
|
|
97.1
|
|
||
Gross Profit
|
33,489,418
|
|
|
9.4
|
|
|
9,223,333
|
|
|
2.9
|
|
||
Operating Expenses
|
4,697,637
|
|
|
1.3
|
|
|
4,680,729
|
|
|
1.5
|
|
||
Operating Income
|
28,791,781
|
|
|
8.1
|
|
|
4,542,604
|
|
|
1.4
|
|
||
Other Expense, net
|
(2,436,357
|
)
|
|
(0.7
|
)
|
|
(2,690,624
|
)
|
|
(0.8
|
)
|
||
Net Income
|
$
|
26,355,424
|
|
|
7.4
|
|
|
$
|
1,851,980
|
|
|
0.6
|
|
|
Fiscal Year Ended
September 30, 2013
|
|
Fiscal Year Ended
September 30, 2012
|
||||||||
Revenue Source
|
Amount
|
% of Revenues
|
|
Amount
|
% of Revenues
|
||||||
Ethanol Sales
|
$
|
268,890,949
|
|
75.2
|
%
|
|
$
|
250,212,033
|
|
77.9
|
%
|
Distillers Grains Sales
|
78,000,528
|
|
21.8
|
|
|
61,949,043
|
|
19.3
|
|
||
Corn Oil Sales
|
9,940,405
|
|
2.8
|
|
|
8,749,940
|
|
2.7
|
|
||
Other Revenue
|
779,932
|
|
0.2
|
|
|
283,371
|
|
0.1
|
|
||
Total Revenues
|
$
|
357,611,814
|
|
100
|
%
|
|
$
|
321,194,387
|
|
100
|
%
|
|
|
Fiscal Year Ended
September 30, 2013
|
Fiscal Year Ended
September 30, 2012
|
||||
Production:
|
|
|
|
||||
Ethanol sold (gallons)
|
|
110,570,857
|
|
108,253,779
|
|
||
Distillers grains sold (tons)
|
|
314,321
|
|
302,835
|
|
||
Corn oil sold (pounds)
|
|
26,500,386
|
|
21,443,120
|
|
||
|
|
|
|
||||
Revenues:
|
|
|
|
||||
Ethanol average price per gallon
|
|
$
|
2.43
|
|
$
|
2.31
|
|
Distillers grains average price per ton
|
|
$
|
248
|
|
$
|
205
|
|
Corn oil average price per pound
|
|
$
|
0.38
|
|
$
|
0.41
|
|
|
|
|
|
||||
Primary Inputs:
|
|
|
|
||||
Corn ground (bushels)
|
|
39,298,267
|
|
38,476,033
|
|
||
Natural gas purchased (MMBTU)
|
|
3,081,611
|
|
3,032,069
|
|
||
|
|
|
|
||||
Costs of Primary Inputs:
|
|
|
|
||||
Corn average price per bushel ground
|
|
$
|
7.20
|
|
$
|
6.96
|
|
Natural gas average price per MMBTU
|
|
$
|
4.10
|
|
$
|
3.26
|
|
|
|
|
|
||||
Other Costs:
|
|
|
|
||||
Chemical and additive costs per gallon of ethanol sold
|
|
$
|
0.061
|
|
$
|
0.071
|
|
Denaturant cost per gallon of ethanol sold
|
|
$
|
0.056
|
|
$
|
0.053
|
|
Electricity cost per gallon of ethanol sold
|
|
$
|
0.032
|
|
$
|
0.032
|
|
Direct Labor cost per gallon of ethanol sold
|
|
$
|
0.022
|
|
$
|
0.021
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||||
Current Assets
|
$
|
57,914,023
|
|
|
$
|
35,973,410
|
|
Current Liabilities
|
$
|
13,149,364
|
|
|
$
|
16,662,886
|
|
Member's Equity
|
$
|
131,476,002
|
|
|
$
|
109,294,546
|
|
|
Fiscal Year Ended
September 30, 2012
|
Fiscal Year Ended September 30, 2011
|
||||||||
Statement of Operations Data
|
Amount
|
Percent
|
Amount
|
Percent
|
||||||
Revenues
|
$
|
321,194,387
|
|
100.0
|
%
|
$
|
337,019,930
|
|
100.0
|
%
|
Cost of Goods Sold
|
311,971,054
|
|
97.1
|
|
302,690,475
|
|
89.8
|
|
||
Gross Profit
|
9,223,333
|
|
2.9
|
|
34,329,455
|
|
10.2
|
|
||
Operating Expenses
|
4,680,729
|
|
1.5
|
|
4,250,752
|
|
1.3
|
|
||
Operating Income
|
4,542,604
|
|
1.4
|
|
30,078,703
|
|
8.9
|
|
||
Other Expense, net
|
(2,690,624
|
)
|
(0.8
|
)
|
(4,569,566
|
)
|
(1.4
|
)
|
||
Net Income
|
$
|
1,851,980
|
|
0.6
|
%
|
$
|
25,509,137
|
|
7.6
|
%
|
|
Fiscal Year Ended
September 30, 2012
|
Fiscal Year Ended
September 30, 2011
|
||||||||
Revenue Source
|
Amount
|
% of Revenues
|
Amount
|
% of Revenues
|
||||||
Ethanol Sales
|
$
|
250,212,033
|
|
77.9
|
%
|
$
|
276,082,661
|
|
81.9
|
%
|
Distillers Grains Sales
|
61,949,043
|
|
19.3
|
|
53,842,653
|
|
16.0
|
|
||
Corn Oil Sales
|
8,749,940
|
|
2.7
|
|
6,475,079
|
|
1.9
|
|
||
Other Revenue
|
283,371
|
|
0.1
|
|
619,537
|
|
0.2
|
|
||
Total Revenues
|
$
|
321,194,387
|
|
100
|
%
|
$
|
337,019,930
|
|
100
|
%
|
|
|
Fiscal Year Ended
September 30, 2012
|
Fiscal Year Ended
September 30, 2011
|
||||
Production:
|
|
|
|
||||
Ethanol sold (gallons)
|
|
108,253,779
|
|
114,661,886
|
|
||
Distillers grains sold (tons)
|
|
302,835
|
|
318,785
|
|
||
Corn oil sold (pounds)
|
|
21,443,120
|
|
13,934,980
|
|
||
|
|
|
|
||||
Revenues:
|
|
|
|
||||
Ethanol average price per gallon
|
|
$
|
2.31
|
|
$
|
2.41
|
|
Distillers grains average price per ton
|
|
$
|
205
|
|
$
|
169
|
|
Corn oil average price per pound
|
|
$
|
0.41
|
|
$
|
0.46
|
|
|
|
|
|
||||
Primary Inputs:
|
|
|
|
||||
Corn ground (bushels)
|
|
38,476,033
|
|
39,356,259
|
|
||
Natural gas purchased (MMBTU)
|
|
3,032,069
|
|
3,120,976
|
|
||
|
|
|
|
||||
Costs of Primary Inputs:
|
|
|
|
||||
Corn average price per bushel ground
|
|
$
|
6.96
|
|
$
|
6.63
|
|
Natural gas average price per MMBTU
|
|
$
|
3.26
|
|
$
|
4.59
|
|
|
|
|
|
||||
Other Costs:
|
|
|
|
||||
Chemical and additive costs per gallon of ethanol sold
|
|
$
|
0.071
|
|
$
|
0.073
|
|
Denaturant cost per gallon of ethanol sold
|
|
$
|
0.053
|
|
$
|
0.056
|
|
Electricity cost per gallon of ethanol sold
|
|
$
|
0.032
|
|
$
|
0.030
|
|
Direct Labor cost per gallon of ethanol sold
|
|
$
|
0.021
|
|
$
|
0.019
|
|
|
|
2013
|
|
2012
|
||||
Net cash provided by operating activities
|
|
$
|
33,430,374
|
|
|
$
|
18,003,110
|
|
Net cash used in investing activities
|
|
(683,121
|
)
|
|
(1,231,316
|
)
|
||
Net cash used for financing activities
|
|
(9,213,496
|
)
|
|
(26,890,923
|
)
|
||
Net increase (decrease) in cash
|
|
23,533,757
|
|
|
(10,119,129
|
)
|
||
Cash, beginning of period
|
|
682,943
|
|
|
10,802,072
|
|
||
Cash, end of period
|
|
24,216,700
|
|
|
682,943
|
|
|
|
2012
|
|
2011
|
||||
Net cash provided by operating activities
|
|
$
|
18,003,110
|
|
|
$
|
21,649,488
|
|
Net cash used in investing activities
|
|
(1,231,316
|
)
|
|
(770,137
|
)
|
||
Net cash used for financing activities
|
|
(26,890,923
|
)
|
|
(13,395,099
|
)
|
||
Net increase (decrease) in cash
|
|
(10,119,129
|
)
|
|
7,484,252
|
|
||
Cash, beginning of period
|
|
10,802,072
|
|
|
3,317,820
|
|
||
Cash, end of period
|
|
682,943
|
|
|
10,802,072
|
|
|
Payment 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
|
$
|
27,943,975
|
|
|
$
|
3,789,265
|
|
|
$
|
10,432,218
|
|
|
$
|
10,432,218
|
|
|
$
|
3,290,274
|
|
Operating Lease Obligations
|
5,953,820
|
|
|
1,165,858
|
|
|
2,345,928
|
|
|
2,344,834
|
|
|
97,200
|
|
|||||
Purchase Obligations
|
7,804,000
|
|
|
7,198,195
|
|
|
605,805
|
|
|
—
|
|
|
—
|
|
|||||
Total Contractual Cash Obligations
|
$
|
41,701,795
|
|
|
$
|
12,153,318
|
|
|
$
|
13,383,951
|
|
|
$
|
12,777,052
|
|
|
$
|
3,387,474
|
|
|
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
|
Unit of Measure
|
Hypothetical Adverse Change in Price as of
September 30, 2013
|
Approximate Adverse Change to Income
|
|||||
Natural Gas
|
3,162,500
|
|
MMBTU
|
10
|
%
|
|
$
|
1,220,725
|
|
Ethanol
|
111,680,000
|
|
Gallons
|
10
|
%
|
|
$
|
25,128,000
|
|
Corn
|
38,506,000
|
|
Bushels
|
10
|
%
|
|
$
|
17,019,652
|
|
DDGs
|
173,000
|
|
Tons
|
10
|
%
|
|
$
|
3,892,500
|
|
|
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
|
Unit of Measure
|
Hypothetical Adverse Change in Price as of September 30, 2012
|
Approximate Adverse Change to Income
|
|||||
Natural Gas
|
3,162,500
|
|
MMBTU
|
10
|
%
|
|
$
|
1,144,825
|
|
Ethanol
|
114,000,000
|
|
Gallons
|
10
|
%
|
|
$
|
26,704,500
|
|
Corn
|
37,178,586
|
|
Bushels
|
10
|
%
|
|
$
|
29,222,369
|
|
DDGs
|
285,120
|
|
Tons
|
10
|
%
|
|
$
|
7,869,312
|
|
ASSETS
|
September 30, 2013
|
|
September 30, 2012
|
||||
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash
|
$
|
24,216,700
|
|
|
$
|
682,943
|
|
Restricted cash
|
1,859,132
|
|
|
3,603,580
|
|
||
Trade accounts receivable
|
20,857,587
|
|
|
21,785,960
|
|
||
Miscellaneous receivables
|
99,008
|
|
|
192,514
|
|
||
Inventories
|
10,324,442
|
|
|
9,329,684
|
|
||
Prepaid and other current assets
|
547,913
|
|
|
293,259
|
|
||
Commodity derivative instruments
|
9,241
|
|
|
85,470
|
|
||
Total current assets
|
57,914,023
|
|
|
35,973,410
|
|
||
|
|
|
|
||||
Property, Plant, and Equipment
|
|
|
|
||||
Land and land improvements
|
21,124,597
|
|
|
21,124,597
|
|
||
Plant and equipment
|
122,831,387
|
|
|
122,149,377
|
|
||
Building
|
7,007,100
|
|
|
6,996,908
|
|
||
Office equipment
|
546,050
|
|
|
529,507
|
|
||
Vehicles
|
31,928
|
|
|
31,928
|
|
||
Construction in process
|
422,624
|
|
|
99,461
|
|
||
|
151,963,686
|
|
|
150,931,778
|
|
||
Less accumulated depreciation
|
(41,652,470
|
)
|
|
(33,106,415
|
)
|
||
Net property, plant, and equipment
|
110,311,216
|
|
|
117,825,363
|
|
||
|
|
|
|
||||
Other Assets
|
|
|
|
||||
Deposits
|
80,000
|
|
|
80,000
|
|
||
Investment
|
474,837
|
|
|
474,837
|
|
||
Financing costs, net of amortization
|
—
|
|
|
176,155
|
|
||
Total other assets
|
554,837
|
|
|
730,992
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
168,780,076
|
|
|
$
|
154,529,765
|
|
LIABILITIES AND MEMBERS' EQUITY
|
September 30, 2013
|
|
September 30, 2012
|
||||
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
3,634,513
|
|
|
$
|
2,390,221
|
|
Accounts payable-corn
|
3,003,673
|
|
|
6,861,610
|
|
||
Accrued expenses
|
1,843,249
|
|
|
1,207,414
|
|
||
Commodity derivative instruments
|
197,431
|
|
|
1,111,238
|
|
||
Derivative instruments - interest rate swap
|
681,233
|
|
|
1,458,399
|
|
||
Current maturities of long-term debt and capital lease obligations
|
3,789,265
|
|
|
3,634,004
|
|
||
Total current liabilities
|
13,149,364
|
|
|
16,662,886
|
|
||
|
|
|
|
||||
Long-Term Debt and Capital Lease Obligations
|
24,154,710
|
|
|
27,943,975
|
|
||
|
|
|
|
||||
Derivative Instruments - interest rate swap
|
—
|
|
|
628,358
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
||||
|
|
|
|
||||
Members’ Equity
|
|
|
|
||||
Member contributions, net of cost of raising capital, 14,606 units authorized, issued and outstanding
|
70,912,213
|
|
|
70,912,213
|
|
||
Accumulated other comprehensive loss
|
(681,233
|
)
|
|
(2,086,758
|
)
|
||
Retained earnings
|
61,245,022
|
|
|
40,469,091
|
|
||
Total members' equity
|
131,476,002
|
|
|
109,294,546
|
|
||
|
|
|
|
||||
Total Liabilities and Members’ Equity
|
$
|
168,780,076
|
|
|
$
|
154,529,765
|
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||
|
|
September 30, 2013
|
|
September 30, 2012
|
|
September 30, 2011
|
||||||
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
357,611,814
|
|
|
$
|
321,194,387
|
|
|
$
|
337,019,930
|
|
|
|
|
|
|
|
|
||||||
Cost of Goods Sold
|
|
324,122,396
|
|
|
311,971,054
|
|
|
302,690,475
|
|
|||
|
|
|
|
|
|
|
||||||
Gross Profit
|
|
33,489,418
|
|
|
9,223,333
|
|
|
34,329,455
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Expenses
|
|
4,697,637
|
|
|
4,680,729
|
|
|
4,250,752
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Income
|
|
28,791,781
|
|
|
4,542,604
|
|
|
30,078,703
|
|
|||
|
|
|
|
|
|
|
||||||
Other Income (Expense)
|
|
|
|
|
|
|
||||||
Interest income
|
|
15,640
|
|
|
2,808
|
|
|
3,891
|
|
|||
Interest expense
|
|
(2,459,592
|
)
|
|
(2,824,100
|
)
|
|
(4,412,755
|
)
|
|||
Miscellaneous income (expense)
|
|
7,595
|
|
|
130,668
|
|
|
(160,702
|
)
|
|||
Total
|
|
(2,436,357
|
)
|
|
(2,690,624
|
)
|
|
(4,569,566
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
26,355,424
|
|
|
$
|
1,851,980
|
|
|
$
|
25,509,137
|
|
|
|
|
|
|
|
|
||||||
Weight Average Units Outstanding - basic and diluted
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|||
|
|
|
|
|
|
|
||||||
Net Income Per Unit - basic and diluted
|
|
$
|
1,804.42
|
|
|
$
|
126.80
|
|
|
$
|
1,746.48
|
|
|
|
|
|
|
|
|
||||||
Distributions Per Unit
|
|
$
|
382.00
|
|
|
$
|
430.00
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
26,355,424
|
|
|
$
|
1,851,980
|
|
|
$
|
25,509,137
|
|
Gain on derivative instruments included in other comprehensive income
|
|
1,405,525
|
|
|
1,396,011
|
|
|
1,167,948
|
|
|||
Comprehensive Income
|
|
$
|
27,760,949
|
|
|
$
|
3,247,991
|
|
|
$
|
26,677,085
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||
|
September 30, 2013
|
|
September 30, 2012
|
|
September 30, 2011
|
||||||
|
|
|
|
|
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
26,355,424
|
|
|
$
|
1,851,980
|
|
|
$
|
25,509,137
|
|
Adjustments to reconcile net income to net cash from operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
8,735,816
|
|
|
8,657,575
|
|
|
8,542,898
|
|
|||
Change in fair value of commodity derivative instruments
|
(4,579,828
|
)
|
|
6,089,789
|
|
|
11,661,874
|
|
|||
Loss on disposal of fixed asset
|
12,279
|
|
|
562
|
|
|
—
|
|
|||
Non-cash dividend income
|
—
|
|
|
(21,161
|
)
|
|
(187,093
|
)
|
|||
Provision for uncollectible accounts
|
—
|
|
|
—
|
|
|
35,847
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
1,744,448
|
|
|
(1,244,778
|
)
|
|
2,191,863
|
|
|||
Trade accounts receivables
|
928,373
|
|
|
(2,685,118
|
)
|
|
(5,874,049
|
)
|
|||
Miscellaneous receivable
|
93,506
|
|
|
278,889
|
|
|
558,794
|
|
|||
Inventories
|
(994,758
|
)
|
|
2,403,314
|
|
|
(3,399,858
|
)
|
|||
Prepaid and other current assets
|
(254,654
|
)
|
|
142,023
|
|
|
529,817
|
|
|||
Deposits
|
—
|
|
|
192,250
|
|
|
217,690
|
|
|||
Derivative instruments
|
3,742,249
|
|
|
(415,720
|
)
|
|
(18,889,962
|
)
|
|||
Accounts payable
|
869,621
|
|
|
309,081
|
|
|
(73,230
|
)
|
|||
Accounts payable-corn
|
(3,857,937
|
)
|
|
2,801,640
|
|
|
793,190
|
|
|||
Construction retainage payable
|
—
|
|
|
—
|
|
|
(249,772
|
)
|
|||
Accrued expenses
|
635,835
|
|
|
(357,216
|
)
|
|
282,342
|
|
|||
Net cash provided by operating activities
|
33,430,374
|
|
|
18,003,110
|
|
|
21,649,488
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(619,720
|
)
|
|
(1,131,855
|
)
|
|
(770,137
|
)
|
|||
Payments for construction in process
|
(323,163
|
)
|
|
(99,461
|
)
|
|
—
|
|
|||
Proceeds from sale of equipment
|
259,762
|
|
|
—
|
|
|
—
|
|
|||
Net cash used for investing activities
|
(683,121
|
)
|
|
(1,231,316
|
)
|
|
(770,137
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Distributions paid
|
(5,579,492
|
)
|
|
(6,280,580
|
)
|
|
—
|
|
|||
Payments for capital lease obligations
|
—
|
|
|
(2,010
|
)
|
|
(6,113
|
)
|
|||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
29,800,000
|
|
|||
Payments on long-term debt
|
(3,634,004
|
)
|
|
(20,608,333
|
)
|
|
(43,188,986
|
)
|
|||
Net cash used for financing activities
|
(9,213,496
|
)
|
|
(26,890,923
|
)
|
|
(13,395,099
|
)
|
|||
|
|
|
|
|
|
||||||
Net Increase (Decrease) in Cash
|
23,533,757
|
|
|
(10,119,129
|
)
|
|
7,484,252
|
|
|||
|
|
|
|
|
|
||||||
Cash – Beginning of Period
|
682,943
|
|
|
10,802,072
|
|
|
3,317,820
|
|
|||
|
|
|
|
|
|
||||||
Cash – End of Period
|
$
|
24,216,700
|
|
|
$
|
682,943
|
|
|
$
|
10,802,072
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||
|
September 30, 2013
|
|
September 30, 2012
|
|
September 30, 2011
|
||||||
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Interest paid
|
$
|
2,521,245
|
|
|
$
|
3,115,561
|
|
|
$
|
4,559,126
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Noncash Investing and Financing Activities
|
|
|
|
|
|
||||||
Construction costs included in accounts payable
|
$
|
374,671
|
|
|
$
|
—
|
|
|
$
|
101,928
|
|
Gain on derivative instruments included in other comprehensive income
|
$
|
1,405,525
|
|
|
$
|
1,396,011
|
|
|
$
|
1,167,948
|
|
Equipment purchase price adjustment included in accounts payable
|
$
|
—
|
|
|
$
|
107,213
|
|
|
$
|
—
|
|
Capital expenditures included in accrued expenses and accounts receivable
|
$
|
—
|
|
|
$
|
17,533
|
|
|
$
|
66,264
|
|
|
|
|
|
|
|
Accumulated
|
||||||
|
|
|
|
|
|
Other
|
||||||
|
|
Member
|
|
Retained
|
|
Comprehensive
|
||||||
|
|
Contributions
|
|
Earnings
|
|
Loss
|
||||||
Balance - September 30, 2010
|
|
$
|
70,912,213
|
|
|
$
|
19,388,552
|
|
|
$
|
(4,650,717
|
)
|
|
|
|
|
|
|
|
||||||
Net income for year ended September 30, 2011
|
|
—
|
|
|
25,509,137
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income
|
|
|
|
|
|
|
||||||
Gain on derivative instruments included in other comprehensive income
|
|
—
|
|
|
—
|
|
|
1,167,948
|
|
|||
|
|
|
|
|
|
|
||||||
Balance - September 30, 2011
|
|
70,912,213
|
|
|
44,897,689
|
|
|
(3,482,769
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net income for year ended September 30, 2012
|
|
—
|
|
|
1,851,980
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Member Distributions
|
|
—
|
|
|
(6,280,578
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income
|
|
|
|
|
|
|
||||||
Gain on derivative instruments included in other comprehensive income
|
|
—
|
|
|
—
|
|
|
1,396,011
|
|
|||
|
|
|
|
|
|
|
||||||
Balance - September 30, 2012
|
|
70,912,213
|
|
|
40,469,091
|
|
|
(2,086,758
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net income for year ended September 30, 2013
|
|
—
|
|
|
26,355,424
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Members Distributions
|
|
—
|
|
|
(5,579,493
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income
|
|
|
|
|
|
|
||||||
Gain on derivative instruments included in other comprehensive income
|
|
—
|
|
|
—
|
|
|
1,405,525
|
|
|||
|
|
|
|
|
|
|
||||||
Balance - September 30, 2013
|
|
$
|
70,912,213
|
|
|
$
|
61,245,022
|
|
|
$
|
(681,233
|
)
|
|
Minimum years
|
Maximum years
|
Land improvements
|
15
|
20
|
Office building
|
10
|
40
|
Office equipment
|
5
|
5
|
Process and grain handling equipment
|
10
|
20
|
Plant buildings
|
15
|
40
|
•
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
•
|
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
|
•
|
Level 3 inputs are unobservable inputs for the asset or liability.
|
|
2013
|
|
2012
|
||||
Financial statement basis of assets
|
$
|
168,780,076
|
|
|
$
|
154,529,765
|
|
Organization and start-up costs
|
1,976,610
|
|
|
1,976,610
|
|
||
Book to tax depreciation and amortization
|
(92,227,825
|
)
|
|
(80,123,774
|
)
|
||
Book to tax derivative instruments
|
(9,241
|
)
|
|
(85,470
|
)
|
||
Capitalized Inventory
|
50,000
|
|
|
80,000
|
|
||
Income tax basis of assets
|
$
|
78,569,620
|
|
|
$
|
76,377,131
|
|
|
|
|
|
||||
Financial statement basis of liabilities
|
$
|
37,304,074
|
|
|
$
|
45,235,219
|
|
Interest rate swap
|
(681,233
|
)
|
|
(2,086,758
|
)
|
||
Book to tax derivative instruments
|
(197,431
|
)
|
|
(1,111,238
|
)
|
||
Accrued employee benefits
|
(483,314
|
)
|
|
(179,816
|
)
|
||
Income tax basis of liabilities
|
$
|
35,942,096
|
|
|
$
|
41,857,407
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||||
Raw materials
|
$
|
2,454,803
|
|
|
$
|
2,035,607
|
|
Work in progress
|
2,382,833
|
|
|
2,536,420
|
|
||
Finished goods
|
3,756,410
|
|
|
3,258,153
|
|
||
Spare parts
|
1,730,396
|
|
|
1,499,504
|
|
||
Total
|
$
|
10,324,442
|
|
|
$
|
9,329,684
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||
Short
|
2,115,000
|
|
|
2,855,000
|
|
Long
|
6,105,000
|
|
|
85,000
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||
Short
|
2,310,000
|
|
|
19,572,000
|
|
Long
|
6,636,000
|
|
|
19,152,000
|
|
Instrument
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
|
|
|
||||
Interest rate swap
|
Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
681,233
|
|
Ethanol derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
9,241
|
|
|
$
|
—
|
|
Corn derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
197,431
|
|
Instrument
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
|
|
|
||||
Interest rate swap
|
Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
1,458,399
|
|
Interest rate swap
|
Derivative Instruments - Long Term
|
|
$
|
—
|
|
|
$
|
628,358
|
|
Ethanol derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
85,470
|
|
|
$
|
—
|
|
Corn derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
1,111,238
|
|
Derivatives in Cash Flow Hedging Relationship
|
Amount of Loss Recognized In OCI on Derivative - for the year ended September 30, 2012
|
Location of Loss Reclassified From Accumulated OCI into Income
|
Amount of Gain Reclassified From Accumulated OCI into Income on Derivative - for the year ended September 30, 2012
|
Location of Gain Recognized in Income
|
Amount of Gain or (Loss) Recognized in Income on Derivative (ineffective portion) year ended September 30, 2012
|
|||||||||
Interest rate swap
|
$
|
(211,339
|
)
|
Interest expense
|
$
|
1,607,350
|
|
Interest expense
|
$
|
—
|
|
Derivatives
|
Carrying Amount
|
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
Interest Rate Swap Liability
|
$
|
(681,233
|
)
|
$
|
(681,233
|
)
|
$
|
—
|
|
$
|
(681,233
|
)
|
$
|
—
|
|
Corn Derivative Contracts
|
$
|
(197,431
|
)
|
$
|
(197,431
|
)
|
$
|
(197,431
|
)
|
$
|
—
|
|
$
|
—
|
|
Ethanol Derivative Contracts
|
$
|
9,241
|
|
$
|
9,241
|
|
$
|
9,241
|
|
$
|
—
|
|
$
|
—
|
|
Derivatives
|
Carrying Amount
|
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
Interest Rate Swap Liability
|
$
|
(2,086,757
|
)
|
$
|
(2,086,757
|
)
|
$
|
—
|
|
$
|
(2,086,757
|
)
|
$
|
—
|
|
Corn Derivative Contracts
|
$
|
(1,111,238
|
)
|
$
|
(1,111,238
|
)
|
$
|
(1,111,238
|
)
|
$
|
—
|
|
$
|
—
|
|
Ethanol Derivative Contracts
|
$
|
85,470
|
|
$
|
85,470
|
|
$
|
85,470
|
|
$
|
—
|
|
$
|
—
|
|
Declining note
|
$
|
27,943,975
|
|
Less amounts due within one year
|
3,789,265
|
|
|
Net long-term debt
|
$
|
24,154,710
|
|
October 1, 2013 to September 30, 2014
|
$
|
3,789,265
|
|
October 1, 2014 to September 30, 2015
|
5,216,109
|
|
|
October 1, 2015 to September 30, 2016
|
5,216,109
|
|
|
October 1, 2016 to September 30, 2017
|
5,216,109
|
|
|
October 1, 2017 to September 30, 2018
|
5,216,109
|
|
|
Thereafter
|
3,290,274
|
|
|
Total long-term debt
|
$
|
27,943,975
|
|
|
|
Total
|
||
October 1, 2013 to September 30, 2014
|
|
$
|
1,165,858
|
|
October 1, 2014 to September 30, 2015
|
|
1,172,964
|
|
|
October 1, 2015 to September 30, 2016
|
|
1,172,964
|
|
|
October 1, 2016 to September 30, 2017
|
|
1,172,964
|
|
|
October 1, 2017 to September 30, 2018
|
|
1,171,870
|
|
|
Thereafter
|
|
97,200
|
|
|
Total minimum lease commitments
|
|
$
|
5,953,820
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal year ended September 30, 2013
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
85,083,385
|
|
|
$
|
89,769,233
|
|
|
$
|
95,598,868
|
|
|
$
|
87,160,328
|
|
Gross profit
|
1,662,161
|
|
|
8,098,414
|
|
|
11,195,787
|
|
|
12,533,056
|
|
||||
Operating income
|
592,238
|
|
|
6,897,956
|
|
|
9,907,490
|
|
|
11,394,097
|
|
||||
Net income (loss)
|
(61,975
|
)
|
|
6,269,242
|
|
|
9,301,752
|
|
|
10,846,405
|
|
||||
Basic and diluted earnings (loss) per unit
|
$
|
(4.24
|
)
|
|
$
|
429.22
|
|
|
$
|
636.84
|
|
|
$
|
742.60
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal year ended September 30, 2012
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
87,476,615
|
|
|
$
|
77,692,498
|
|
|
$
|
69,530,510
|
|
|
$
|
86,494,764
|
|
Gross profit (loss)
|
8,834,094
|
|
|
3,457,382
|
|
|
(872,970
|
)
|
|
(2,195,173
|
)
|
||||
Operating income (loss)
|
7,677,558
|
|
|
2,406,546
|
|
|
(2,333,749
|
)
|
|
(3,207,751
|
)
|
||||
Net income (loss)
|
6,899,308
|
|
|
1,827,743
|
|
|
(3,011,583
|
)
|
|
(3,863,488
|
)
|
||||
Basic and diluted earnings (loss) per unit
|
$
|
472.36
|
|
|
$
|
125.14
|
|
|
$
|
(206.19
|
)
|
|
$
|
(264.51
|
)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal year ended September 30, 2011
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
73,394,639
|
|
|
$
|
81,258,148
|
|
|
$
|
92,284,735
|
|
|
$
|
90,082,408
|
|
Gross profit
|
1,434,050
|
|
|
9,853,448
|
|
|
15,669,998
|
|
|
7,371,959
|
|
||||
Operating income
|
365,177
|
|
|
8,826,508
|
|
|
14,536,024
|
|
|
6,350,994
|
|
||||
Net income (loss)
|
(789,985
|
)
|
|
7,652,667
|
|
|
13,452,114
|
|
|
5,194,341
|
|
||||
Basic and diluted earnings (loss) per unit
|
$
|
(54.09
|
)
|
|
$
|
523.94
|
|
|
$
|
921.00
|
|
|
$
|
355.63
|
|
(1)
|
Financial Statements
|
(2)
|
Financial Statement Schedules
|
Exhibit No.
|
Exhibit
|
|
Filed Herewith
|
|
Incorporated by Reference
|
3.1
|
Articles of Organization of the registrant.
|
|
|
|
Exhibit 3.1 to the registrant's registration statement on Form SB-2 (Commission File 333-131749) filed on February 10, 2006.
|
3.1A
|
Name Change Amendment
|
|
|
|
Exhibit 3.1A to the registrant's registration statement on Form SB-2 (Commission File 333-131749) filed on February 10, 2006.
|
3.2
|
Second Amended and Restated Operating Agreement of the registrant
|
|
|
|
Exhibit 3.2 to the registrant's registration statement on Form SB-2 (Commission File 333-131749) filed on February 10, 2006.
|
4.1
|
Form of Membership Unit Certificate.
|
|
|
|
Exhibit 4.2 to the registrant's registration statement on Form SB-2 (Commission File 333-131749) filed on February 10, 2006.
|
10.1
|
Energy Management Agreement dated January 23, 2006 between Cardinal Ethanol, LLC and U.S. Energy Services, Inc.
|
|
|
|
Exhibit 10.9 to the registrant's registration statement on Form SB-2 (Commission File 333-131749) filed on February 10, 2006.
|
10.2
|
Distiller's Grain Marketing Agreement dated December 13, 2006 between Cardinal Ethanol, LLC and Commodity Specialist Company.
|
|
|
|
Exhibit 10.19 to the registrant's Form 10-KSB filed with the Commission on December 22, 2006.
|
10.3
|
Ethanol Purchase and Sale Agreement dated December 18, 2006 between Cardinal Ethanol, LLC and Murex N.A., Ltd.
|
|
|
|
Exhibit 10.21 to the registrant's Form 10-KSB filed with the Commission on December 22, 2006.
|
10.4
|
Construction Loan Agreement dated December 19, 2006 between Cardinal Ethanol, LLC and First National Bank of Omaha.
|
|
|
|
Exhibit 10.22 to the registrant's Form 10-KSB filed with the Commission on December 22, 2006.
|
10.5
|
Construction Note dated December 19, 2006 between Cardinal Ethanol, LLC and First National Bank of Omaha.
|
|
|
|
Exhibit 10.23 to the registrant's Form 10-KSB filed with the Commission on December 22, 2006.
|
10.6
|
Revolving Note dated December 19, 2006 between Cardinal Ethanol, LLC and First National Bank of Omaha.
|
|
|
|
Exhibit 10.24 to the registrant's Form 10-KSB filed with the Commission on December 22, 2006.
|
10.7
|
Letter of Credit Promissory Note and Continuing Letter of Credit Agreement dated December 19, 2006 between Cardinal Ethanol, LLC and First National Bank of Omaha.
|
|
|
|
Exhibit 10.25 to the registrant's Form 10-KSB filed with the Commission on December 22, 2006.
|
10.8
|
Construction Loan Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated December 19, 2006 between Cardinal Ethanol, LLC and First National Bank of Omaha.
|
|
|
|
Exhibit 10.26 to the registrant's Form 10-KSB filed with the Commission on December 22, 2006.
|
10.9
|
Security Agreement dated December 19, 2006 between Cardinal Ethanol, LLC and First National Bank of Omaha.
|
|
|
|
Exhibit 10.27 to the registrant's Form 10-KSB filed with the Commission on December 22, 2006.
|
10.10
|
Master Agreement dated December 19, 2006 between Cardinal Ethanol, LLC and First National Bank of Omaha.
|
|
|
|
Exhibit 10.28 to the registrant's Form 10-KSB filed with the Commission on December 22, 2006.
|
10.11
|
Employment Agreement dated January 22, 2007 between Cardinal Ethanol, LLC and Jeff Painter.
|
|
|
|
Exhibit 10.29 to the registrant's Form 10-QSB filed with the Commission on February 14, 2007.
|
10.12
|
Long Term Transportation Service Contract for Redelivery of Natural Gas between Ohio Valley Gas Corporation and Cardinal Ethanol, LLC dated March 20, 2007.
|
|
|
|
Exhibit 10.32 to the registrant's Form 10-QSB filed with the Commission on May 15, 2007.
|
10.13
|
Agreement between Indiana Michigan Power Company and Cardinal Ethanol, LLC dated April 18, 2007.
|
|
|
|
Exhibit 10.33 to the registrant's Form 10-QSB filed with the Commission on May 15, 2007.
|
10.14
|
Risk Management Agreement entered into between Cardinal Ethanol, LLC and John Stewart & Associates, Inc. dated July 16, 2007.
|
|
|
|
Exhibit 10.34 to the registrant's Form 10-QSB filed with the Commission on August 3, 2007.
|
10.15
|
Consent to Assignment and Assumption of Marketing Agreement between Commodity Specialists Company and Cardinal Ethanol, LLC dated August 28, 2007.
|
|
|
|
Exhibit 10.37 to the registrant's Form 10-KSB filed with the Commission on December 17, 2007.
|
10.16
|
Tricanter Installation and Purchase Agreement between ICM, Inc. and Cardinal Ethanol, LLC dated June 27, 2008.
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-QSB filed with the Commission on August 14, 2008
|
10.17
|
Corn Oil Extraction Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated July 31, 2008.
|
|
|
|
Exhibit 10.2 to the registrant's Form 10-QSB filed with the Commission on August 14, 2008
|
10.18
|
First Amendment of Construction Loan Mortgage between First National Bank of Omaha and Cardinal Ethanol, LLC dated July 31, 2008.
|
|
|
|
Exhibit 10.3 to the registrant's Form 10-QSB filed with the Commission on August 14, 2008
|
10.19
|
Third Amendment of Construction Loan Agreement between First National Bank of Omaha and Cardinal Ethanol, LLC dated July 31, 2008.
|
|
|
|
Exhibit 10.4 to the registrant's Form 10-QSB filed with the Commission on August 14, 2008.
|
10.20
|
Fixed Rate Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated April 8, 2009.
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on May 20, 2009.
|
10.21
|
Long Term Revolving Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated April 8, 2009.
|
|
|
|
Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on May 20, 2009.
|
10.22
|
Variable Rate Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated April 8, 2009.
|
|
|
|
Exhibit 10.3 to the registrant's Form 10-Q filed with the Commission on May 20, 2009.
|
10.23
|
Corn Oil Extraction Term Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated April 8, 2009.
|
|
|
|
Exhibit 10.4 to the registrant's Form 10-Q filed with the Commission on May 20, 2009.
|
10.24
|
Amendment No 1 to Ethanol Purchase and Sale Agreement between Murex N.A., LTD and Cardinal Ethanol, LLC dated July 2, 2009.
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on July 7, 2009.
|
10.25
|
Results Guarantee Agreement between Pavilion Technologies and Cardinal Ethanol, LLC dated September 30, 2009.
|
|
|
|
Exhibit 10.6 to the registrant's Form 10-K filed with the Commission on December 28, 2009.
|
10.26
|
Amendment to Tricanter Purchase and Installation Agreement between ICM, Inc. and Cardinal Ethanol, LLC dated February 16, 2010.
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on May 14, 2010.
|
10.27
|
Carbon Dioxide Purchase and Sale Agreement between EPCO Carbon Dioxide Products, Inc. and Cardinal Ethanol, LLC dated March 8, 2010.
|
|
|
|
Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on May 14, 2010.
|
10.28
|
Construction Agreement between LAH Development, LLC and Cardinal Ethanol, LLC dated May 11, 2010.
|
|
|
|
Exhibit 10.3 to the registrant's Form 10-Q filed with the Commission on May 14, 2010.
|
10.29
|
Non-Exclusive Co2 Facility Site Lease Agreement between EPCO Carbon Dioxide Products, Inc and Cardinal Ethanol, LLC dated August 11, 2010.
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on August 12, 2010.
|
10.30
|
Ninth Amendment of Construction Loan Agreement between First National Bank of Omaha and Cardinal Ethanol, LLC dated May 25, 2011.
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on August 10, 2011.
|
10.31
|
Sixth Amended and Restated Revolving Promissory Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated May 25, 2011.
|
|
|
|
Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on August 10, 2011.
|
10.32
|
Employee Bonus Plan for 2011/2012.
|
|
|
|
Exhibit 10.34 to the registrant's Form 10-K filed with the Commission on December 13, 2011
|
10.33
|
Amendment No. 2 to Ethanol Purchase and Sale Agreement between Cardinal Ethanol, LLC and Murex N.A., LTD. dated November 22, 2011.
|
|
|
|
Exhibit 10.35 to the registrant's Form 10-K filed with the Commission on December 13, 2011
|
10.34
|
First Amendment to Carbon Dioxide Purchase and Sale Agreement between EPCO Carbon Dioxide Products, Inc. and Cardinal Ethanol, LLC dated November 22, 2011.
|
|
|
|
Exhibit 10.36 to the registrant's Form 10-K filed with the Commission on December 13, 2011
|
10.35
|
Seventh Amended and Restated Revolving Promissory Note between Cardinal Ethanol, LLC and First National Bank of Omaha dated February 14, 2012.
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on May 4, 2012.
|
10.36
|
Tenth Amendment of Construction Loan Agreement between Cardinal Ethanol, LLC and First National Bank of Omaha dated February 14, 2012.
|
|
|
|
Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on May 4, 2012.
|
10.37
|
Eleventh Amendment of Construction Loan Agreement between Cardinal Ethanol, LLC and First National Bank of Omaha dated November 20, 2012.
|
|
|
|
Exhibit 10.37 to the registrant's Form 10-K filed with the Commission on December 13, 2012
|
10.38
|
Employee Bonus Plan for 2012/2013
|
|
|
|
Exhibit 10.38 to the registrant's Form 10-K filed with the Commission on December 13, 2012
|
10.39
|
Eighth Amended and Restated Revolving Promissory Note between Cardinal Ethanol, LLC and First National Bank of Omaha dated February 12, 2013.
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on February 11, 2013
|
10.40
|
Twelfth Amendment of Construction Loan Agreement between Cardinal Ethanol, LLC and First National Bank of Omaha dated February 12, 2013.
|
|
|
|
Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on February 11, 2013
|
10.41
|
Thirteenth Amendment of the Construction Loan Agreement between First National Bank of Omaha and Cardinal Ethanol, LLC dated May 10, 2013
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on May 15, 2013
|
10.42
|
Ninth Amended and Restated Revolving Promissory Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated May 10, 2013
|
|
|
|
Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on May 15, 2013
|
10.43
|
First Amended and Restated Construction Loan Agreement between First National Bank of Omaha and Cardinal Ethanol, LLC dated June 10, 2013.
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
10.44
|
Second Amended and Restated Security Agreement between First National Bank of Omaha and Cardinal Ethanol, LLC dated June 10, 2013.
|
|
|
|
Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
10.45
|
First Amended and Restated Security Agreement and Assignment of Hedging Accounts between First National Bank of Omaha and Cardinal Ethanol, LLC dated June 10, 2013.
|
|
|
|
Exhibit 10.3 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
10.46
|
First Amended and Restated Security Agreement and Assignment of Hedging Accounts between First National Bank of Omaha and Cardinal Ethanol, LLC dated June 10, 2013.
|
|
|
|
Exhibit 10.4 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
10.47
|
Declining Revolving Credit Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated June 10, 2013.
|
|
|
|
Exhibit 10.5 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
10.48
|
Revolving Credit Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated June 10, 2013.
|
|
|
|
Exhibit 10.6 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
10.49
|
First Amended and Restated Construction Loan Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement between First National Bank of Omaha and Cardinal Ethanol, LLC dated June 10, 2013.
|
|
|
|
Exhibit 10.7 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
10.50
|
Termination Agreement between First National Bank of Omaha and Cardinal Ethanol, LLC dated October 8, 2013.
|
|
X
|
|
|
10.51
|
First Amendment of First Amended and Restated Construction Loan Agreement between First National Bank of Omaha and Cardinal Ethanol, LLC dated October 8, 2013.
|
|
X
|
|
|
10.41
|
Employee Bonus Plan for 2013/2014
|
|
X
|
|
|
14.1
|
Code of Ethics of Cardinal Ethanol, LLC.
|
|
|
|
Exhibit 14.1 to the registrant's Form 10-K filed with the Commission on December 13, 2012
|
31.1
|
Certificate Pursuant to 17 CFR 240.13a-14(a)
|
|
X
|
|
|
31.2
|
Certificate Pursuant to 17 CFR 240.13a-14(a)
|
|
X
|
|
|
32.1
|
Certificate Pursuant to 18 U.S.C. Section 1350
|
|
X
|
|
|
32.2
|
Certificate Pursuant to 18 U.S.C. Section 1350
|
|
X
|
|
|
101
|
The following financial information from Cardinal Ethanol, LLC's Annual Report for the Fiscal Year Ended September 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of September 30, 2013 and September 30, 2012, (ii) Condensed Statements of Operations for fiscal years ended September 30, 2013, 2012 and 2011, (iii) Statements of Cash Flows for the fiscal years ended September 30, 2013, 2012, and 2011, (iv) Statements of Changes in Members' Equity, and (iv) the Notes to Financial Statements.**
|
|
|
|
|
|
|
|
CARDINAL ETHANOL, LLC
|
|
|
|
|
Date:
|
November 27, 2013
|
|
/s/ Jeffrey L. Painter
|
|
|
|
Jeffrey L. Painter
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
November 27, 2013
|
|
/s/ William Dartt
|
|
|
|
William Dartt
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
Date:
|
November 27, 2013
|
|
/s/ Robert Davis
|
|
|
|
Robert Davis. Chairman and Director
|
||
|
|
|
||
Date:
|
November 27, 2013
|
|
/s/ Dale Schwieterman
|
|
|
|
Dale Schwieterman, Director
|
||
|
|
|
||
Date:
|
November 27, 2013
|
|
/s/ Tom Chalfant
|
|
|
|
Tom Chalfant, Vice Chairman and Director
|
||
|
|
|
||
Date:
|
November 27, 2013
|
|
/s/ J. Phillip Zicht
|
|
|
|
J. Phillip Zicht, Director
|
||
|
|
|
||
Date:
|
November 27, 2013
|
|
/s/ Ralph Brumbaugh
|
|
|
|
Ralph Brumbaugh, Director
|
||
|
|
|
||
Date:
|
November 27, 2013
|
|
/s/ Thomas C. Chronister
|
|
|
|
Thomas C. Chronister, Secretary and Director
|
||
|
|
|
||
Date:
|
November 27, 2013
|
|
|
|
|
|
David Matthew Dersch, Director
|
||
|
|
|
||
Date:
|
November 27, 2013
|
|
/s/ Everett Leon Hart
|
|
|
|
Everett Leon Hart, Director
|
||
|
|
|
||
Date:
|
November 27, 2013
|
|
/s/ Cyril G. LeFevre
|
|
|
|
Cyril G. LeFevre, Director
|
||
|
|
|
||
Date:
|
November 27, 2013
|
|
/s/ C. Allan Rosar
|
|
|
|
C. Allan Rosar, Director
|
||
|
|
|
||
Date:
|
November 27, 2013
|
|
/s/ William Garth
|
|
|
|
William Garth, Director
|
||
|
|
|
||
Date:
|
November 27, 2013
|
|
/s/ Robert Baker
|
|
|
|
Robert Baker, Director
|
||
|
|
|
||
Date:
|
November 27, 2013
|
|
/s/ Lewis M. Roch III
|
|
|
|
Lewis M.Roch III, Director
|
|
First National Bank of Omaha
|
|
|
|
By: /s/ Jeremy Reineke
|
|
Name: Jeremy Reineke
|
|
Title: Vice President
|
|
|
|
Cardinal Ethanol, LLC
|
|
|
|
By: /s/ William Dartt
|
|
Name: William Dartt
|
|
Title: CFO
|
|
FIRST NATIONAL BANK OF OMAHA,
|
|
a national banking association
|
|
|
|
By: /s/ Blake Suing
|
|
Title: Loan Officer
|
|
|
|
CARDINAL ETHANOL, LLC, an
|
|
Indiana limited liability company
|
|
|
|
By: /s/ William Dartt
|
|
Title: CFO
|
a)
|
All plan payouts must be approved by the Board of Directors.
|
b)
|
Employee must be employed on the day that the Board approves the payout to be eligible for any bonus payout.
|
c)
|
Employee must be working from October 1, 2013 to September 30, 2014 to be eligible for the full bonus.
|
a)
|
Eligibility for the Financial Goal payout portion of the plan begins at $7,500,000 net income. There will be
NO
payout under the financial goal section if the Company does not meet this minimum income threshold.
|
b)
|
The Financial Goal section is eligible to all employees that meet the eligibility requirements.
|
c)
|
Payout for the Financial Goal will be made prior to December 31, 2014 once the fiscal year end results are calculated and approved.
|
a)
|
Team Goals are not subject to a minimum net income requirement.
|
b)
|
Payout for the Team Goals will be made quarterly and based on company “Operational Statistics”, Christianson Benchmarking Results and Individual Safety Participation.
|
c)
|
Employee must be employed on the last day of the quarter and on the day the Board approves the payout to receive any payout from the Team Goals.
|
d)
|
Employee does not need to have worked the full quarter to be eligible. Payout will be made once final results are known and have been approved by the Board of Directors.
|
e)
|
Team Goal payout is applicable to all employees that meet the eligibility requirements.
|
Minimum required net profit needed for payout $7.5M (Annual Payout)
|
|
- Payout Level 1............................................................................
|
$7,500,000 - $11,999,999 = 5% payout
|
- Payout Level 2............................................................................
|
$12,000,000 - $19,999,999 = 7.5% payout
|
- Payout Level 3............................................................................
|
$20,000,000 and above = 10% payout
|
Production Manager: Personal Goals (annual payout)
|
|
Safety - Improve ERI Safety Audit Score (based on last audit score prior to yearend) (2%)
|
|
Final Results "Improvement Required"
|
0% payout
|
Final Results "Acceptable Area"
|
1% payout
|
Final Results "Exceptional"
|
2% payout
|
Production - Improve Ranking of Ethanol Yield (Christianson Benchmarking; All Plants, undenatured, moisture adjusted gallons per bushel ground based on corn at 15% (3% max payout)
|
|
Ranking below the top 40%
|
0% payout
|
Ranking in the top 40% - 35%
|
1% payout
|
Ranking in the top 35% - 25%
|
2% payout
|
Ranking in the top 25% (Leader)
|
3% payout
|
Production - Maximize Corn Oil Production (3%)
|
|
Less than 0.60 pounds per bushel ground
|
0% payout
|
0.601 - 0.654 pounds per bushel ground
|
1% payout
|
0.655 - 0.700 pounds per bushel ground
|
2% payout
|
Greater than 0.700 pounds per bushel ground.
|
3% payout
|
Production - Ethanol Throughput, anhydrous gallons (2%)
|
|
Less than 111.5 M gallons
|
0% payout
|
111.5 M to 113.4 M gallons
|
1% payout
|
113.5 M to 115.4 M gallons
|
1.5%payout
|
Greater than 115.5 M gallons
|
2% payout
|
|
|
EHS Manager: Personal Goals (annual payout)
|
|
Safety - Improve ERI Safety Audit Scores (based on last audit score prior to yearend) (6%)
|
|
Final Results "Improvement Required"
|
0% payout
|
Final Results "Acceptable Area"
|
3% payout
|
Final Results "Exceptional"
|
6% payout
|
Environmental Compliance - Maintain Permit Parameters (4%)
|
|
100% Completion of EHS Compliance Calendar
|
1% payout
|
- Including additions and updates.
|
|
No ESH violations resulting in fines
|
1% payout
|
- EPA, IDEM, OSHA, etc.
|
|
Training and PSM in Compliance
|
1% payout
|
Written Monthly EHS Review
|
1% payout
|
- To include Company policy violations, observation summary, recommended actions, etc.
|
> 96.3%
|
0% payout
|
96.29% - 95.0%
|
1% payout
|
94.99% - 93.00%
|
2% payout
|
< 92.99%
|
4% payout
|
1.
|
I have reviewed this annual report on Form 10-K 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 registrant's 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 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 officers 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:
|
November 27, 2013
|
|
/s/ Jeff Painter
|
|
|
Jeff Painter, Chief Executive Officer
(President and Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K 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 registrant's 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 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 officers 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:
|
November 27, 2013
|
|
/s/ William Dartt
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William Dartt, Chief Financial Officer
(Principal Financial and Accounting Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Jeff Painter
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Jeff Painter, President and
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Principal Executive Officer
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Dated:
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November 27, 2013
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ William Dartt
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William Dartt,
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Dated:
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November 27, 2013
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