x
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
|
|
For the quarterly period ended June 30, 2015.
|
|
|
|
OR
|
|
|
o
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
|
For the transition period from to .
|
|
|
|
COMMISSION FILE NUMBER 000-53036
|
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)
|
Large Accelerated Filer
o
|
Accelerated Filer
o
|
Non-Accelerated Filer
x
|
Smaller Reporting Company
o
|
|
Page Number
|
|
|
ASSETS
|
June 30, 2015
|
|
September 30, 2014
|
||||
|
(Unaudited)
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash
|
$
|
10,101,092
|
|
|
$
|
27,731,976
|
|
Restricted cash
|
1,743,717
|
|
|
885,100
|
|
||
Trade accounts receivable
|
11,978,673
|
|
|
21,766,301
|
|
||
Miscellaneous receivables
|
82,747
|
|
|
5,968
|
|
||
Inventories
|
15,700,254
|
|
|
7,425,399
|
|
||
Prepaid and other current assets
|
580,611
|
|
|
529,461
|
|
||
Commodity derivative instruments
|
—
|
|
|
1,690,531
|
|
||
Total current assets
|
40,187,094
|
|
|
60,034,736
|
|
||
|
|
|
|
||||
Property, Plant, and Equipment
|
|
|
|
||||
Land and land improvements
|
21,124,597
|
|
|
21,124,597
|
|
||
Plant and equipment
|
128,123,759
|
|
|
126,234,680
|
|
||
Building
|
7,018,061
|
|
|
7,018,061
|
|
||
Office equipment
|
579,019
|
|
|
579,019
|
|
||
Vehicles
|
31,928
|
|
|
31,928
|
|
||
Construction in process
|
7,051,559
|
|
|
1,015,044
|
|
||
|
163,928,923
|
|
|
156,003,329
|
|
||
Less accumulated depreciation
|
(57,063,108
|
)
|
|
(50,370,553
|
)
|
||
Net property, plant, and equipment
|
106,865,815
|
|
|
105,632,776
|
|
||
|
|
|
|
||||
Other Assets
|
|
|
|
||||
Investment
|
823,494
|
|
|
718,553
|
|
||
Total other assets
|
823,494
|
|
|
718,553
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
147,876,403
|
|
|
$
|
166,386,065
|
|
LIABILITIES AND MEMBERS' EQUITY
|
June 30, 2015
|
|
September 30, 2014
|
||||
|
(Unaudited)
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
4,673,552
|
|
|
$
|
3,143,834
|
|
Accounts payable-corn
|
6,737,662
|
|
|
6,058,527
|
|
||
Accrued expenses
|
1,462,210
|
|
|
2,891,129
|
|
||
Commodity derivative instruments
|
883,132
|
|
|
1,287,147
|
|
||
Total current liabilities
|
13,756,556
|
|
|
13,380,637
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
||||
|
|
|
|
||||
Members’ Equity
|
|
|
|
||||
Members' contributions, net of cost of raising capital, 14,606 units authorized, issued and outstanding
|
70,912,213
|
|
|
70,912,213
|
|
||
Retained earnings
|
63,207,634
|
|
|
82,093,215
|
|
||
Total members' equity
|
134,119,847
|
|
|
153,005,428
|
|
||
|
|
|
|
||||
Total Liabilities and Members’ Equity
|
$
|
147,876,403
|
|
|
$
|
166,386,065
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Nine Months Ended
|
||||||||
|
June 30, 2015
|
|
June 30, 2014
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
53,978,969
|
|
|
$
|
98,631,414
|
|
|
$
|
179,781,777
|
|
|
$
|
255,270,048
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of Goods Sold
|
47,719,837
|
|
|
68,097,714
|
|
|
146,855,644
|
|
|
182,844,686
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross Profit
|
6,259,132
|
|
|
30,533,700
|
|
|
32,926,133
|
|
|
72,425,362
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Expenses
|
1,139,587
|
|
|
1,173,196
|
|
|
3,641,614
|
|
|
3,479,397
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Income
|
5,119,545
|
|
|
29,360,504
|
|
|
29,284,519
|
|
|
68,945,965
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
||||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,187
|
|
||||
Interest expense
|
—
|
|
|
(1,733
|
)
|
|
—
|
|
|
(728,470
|
)
|
||||
Miscellaneous income
|
3,021
|
|
|
5,733
|
|
|
29,702
|
|
|
27,829
|
|
||||
Total
|
3,021
|
|
|
4,000
|
|
|
29,702
|
|
|
(691,454
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
5,122,566
|
|
|
$
|
29,364,504
|
|
|
$
|
29,314,221
|
|
|
$
|
68,254,511
|
|
|
|
|
|
|
|
|
|
||||||||
Weight Average Units Outstanding - basic and diluted
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income Per Unit - basic and diluted
|
$
|
350.72
|
|
|
$
|
2,010.44
|
|
|
$
|
2,007.00
|
|
|
$
|
4,673.05
|
|
|
|
|
|
|
|
|
|
||||||||
Distributions Per Unit
|
$
|
600
|
|
|
$
|
1,500
|
|
|
$
|
3,300
|
|
|
$
|
3,047
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
5,122,566
|
|
|
$
|
29,364,504
|
|
|
$
|
29,314,221
|
|
|
$
|
68,254,511
|
|
Interest rate swap fair value change and reclassification, net
|
—
|
|
|
—
|
|
|
—
|
|
|
681,233
|
|
||||
Comprehensive Income
|
$
|
5,122,566
|
|
|
$
|
29,364,504
|
|
|
$
|
29,314,221
|
|
|
$
|
68,935,744
|
|
|
Nine Months Ended
|
|
Nine Months Ended
|
||||
|
June 30, 2015
|
|
June 30, 2014
|
||||
|
|
|
|
||||
Cash Flows from Operating Activities
|
|
|
|
||||
Net income
|
$
|
29,314,221
|
|
|
$
|
68,254,511
|
|
Adjustments to reconcile net income to net cash from operations:
|
|
|
|
||||
Depreciation
|
6,704,141
|
|
|
6,502,583
|
|
||
Change in fair value of commodity derivative instruments
|
2,174,945
|
|
|
(1,553,164
|
)
|
||
Gain on sale of equipment
|
(11,827
|
)
|
|
(1,000
|
)
|
||
Non-cash dividend income
|
(104,941
|
)
|
|
(243,716
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
(858,617
|
)
|
|
(3,747,301
|
)
|
||
Trade accounts receivables
|
9,787,628
|
|
|
3,074,698
|
|
||
Miscellaneous receivable
|
(76,779
|
)
|
|
23,068
|
|
||
Inventories
|
(8,274,855
|
)
|
|
(4,795,174
|
)
|
||
Prepaid and other current assets
|
(51,150
|
)
|
|
(391,084
|
)
|
||
Deposits
|
—
|
|
|
80,000
|
|
||
Commodity derivative instruments
|
(888,430
|
)
|
|
2,878,901
|
|
||
Accounts payable
|
1,529,718
|
|
|
(458,659
|
)
|
||
Accounts payable-corn
|
679,135
|
|
|
2,368,271
|
|
||
Accrued expenses
|
(3,381,048
|
)
|
|
(173,806
|
)
|
||
Net cash provided by operating activities
|
36,542,141
|
|
|
71,818,128
|
|
||
|
|
|
|
||||
Cash Flows from Investing Activities
|
|
|
|
||||
Capital expenditures
|
(27,686
|
)
|
|
(3,337,266
|
)
|
||
Payments for construction in progress
|
(5,980,542
|
)
|
|
(438,558
|
)
|
||
Proceeds from sale of equipment
|
35,000
|
|
|
1,000
|
|
||
Net cash used for investing activities
|
(5,973,228
|
)
|
|
(3,774,824
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing Activities
|
|
|
|
||||
Distributions paid
|
(48,199,797
|
)
|
|
(44,505,597
|
)
|
||
Payments on long-term debt
|
—
|
|
|
(27,943,975
|
)
|
||
Net cash used for financing activities
|
(48,199,797
|
)
|
|
(72,449,572
|
)
|
||
|
|
|
|
||||
Net Decrease in Cash
|
(17,630,884
|
)
|
|
(4,406,268
|
)
|
||
|
|
|
|
||||
Cash – Beginning of Period
|
27,731,976
|
|
|
24,216,700
|
|
||
|
|
|
|
||||
Cash – End of Period
|
$
|
10,101,092
|
|
|
$
|
19,810,432
|
|
|
Nine Months Ended
|
|
Nine Months Ended
|
||||
|
June 30, 2015
|
|
June 30, 2014
|
||||
|
|
|
|
||||
Supplemental Cash Flow Information
|
|
|
|
||||
Interest paid
|
$
|
—
|
|
|
$
|
1,255,531
|
|
|
|
|
|
||||
Supplemental Disclosure of Noncash Investing and Financing Activities
|
|
|
|
||||
Capital expenditures included in accounts payable
|
$
|
—
|
|
|
$
|
35,438
|
|
Construction in process included in accrued expenses
|
$
|
1,952,129
|
|
|
$
|
171,956
|
|
|
June 30, 2015 (Unaudited)
|
|
September 30, 2014
|
||||
Raw materials
|
$
|
6,295,269
|
|
|
$
|
2,860,060
|
|
Work in progress
|
1,392,110
|
|
|
1,316,664
|
|
||
Finished goods
|
5,873,222
|
|
|
1,316,482
|
|
||
Spare parts
|
2,139,653
|
|
|
1,932,193
|
|
||
Total
|
$
|
15,700,254
|
|
|
$
|
7,425,399
|
|
|
|||||||||
Instrument
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
|
|
|
||||
Ethanol derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
629,832
|
|
Corn derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
253,300
|
|
Instrument
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
|
|
|
||||
Ethanol derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
1,690,531
|
|
|
$
|
—
|
|
Corn derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
1,277,147
|
|
Natural gas derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
10,000
|
|
Instrument
|
Statement of Operations Location
|
Amount
|
||
Corn Derivative Contracts
|
Cost of Goods Sold
|
$
|
(2,754,455
|
)
|
Ethanol Derivative Contracts
|
Revenues
|
4,525,026
|
|
|
Natural Gas Derivative Contracts
|
Cost of Goods Sold
|
62,104
|
|
|
Totals
|
|
$
|
1,832,675
|
|
Derivatives
|
Carrying Amount
|
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||
Corn Derivative Contracts
|
$
|
(253,300
|
)
|
$
|
(253,300
|
)
|
$
|
(253,300
|
)
|
—
|
|
—
|
|
Ethanol Derivative Contracts
|
$
|
(629,832
|
)
|
$
|
(629,832
|
)
|
$
|
(629,832
|
)
|
—
|
|
—
|
|
Derivatives
|
Carrying Amount
|
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||
Corn Derivative Contracts
|
$
|
(1,277,147
|
)
|
$
|
(1,277,147
|
)
|
$
|
(1,277,147
|
)
|
—
|
|
—
|
|
Ethanol Derivative Contracts
|
$
|
1,690,531
|
|
$
|
1,690,531
|
|
$
|
1,690,531
|
|
—
|
|
—
|
|
Natural Gas Derivative Contracts
|
$
|
(10,000
|
)
|
$
|
(10,000
|
)
|
$
|
(10,000
|
)
|
—
|
|
—
|
|
|
Total
|
||
July 1, 2015 to June 30, 2016
|
$
|
1,172,964
|
|
July 1, 2016 to June 30, 2017
|
1,172,964
|
|
|
July 1, 2017 to June 30, 2018
|
1,172,964
|
|
|
July 1, 2018 to June 30, 2019
|
389,347
|
|
|
Total minimum lease commitments
|
$
|
3,908,239
|
|
•
|
Reduction or elimination of the Renewable Fuel Standard;
|
•
|
Changes in the availability and price of corn and natural gas;
|
•
|
Our inability to 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 our 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; and
|
•
|
Limitations and restrictions contained in the instruments and agreements governing our indebtedness.
|
|
|
Total Renewable Fuel Volume Requirement
|
Portion of Volume Requirement That Can Be Met By Corn-based Ethanol
|
2014
|
Statutory
|
18.15
|
14.40
|
EPA Proposal 5/29/2015
|
15.93
|
13.25
|
|
2015
|
Statutory
|
20.50
|
15.00
|
EPA Proposal 5/29/2015
|
16.30
|
13.40
|
|
2016
|
Statutory
|
22.25
|
15.00
|
EPA Proposal 5/29/2015
|
17.40
|
14.00
|
|
2015
|
|
2014
|
||||||||
Statement of Operations Data
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||
Revenue
|
$
|
53,978,969
|
|
|
100.00
|
|
$
|
98,631,414
|
|
|
100.00
|
Cost of Goods Sold
|
47,719,837
|
|
|
88.40
|
|
68,097,714
|
|
|
69.04
|
||
Gross Profit
|
6,259,132
|
|
|
11.60
|
|
30,533,700
|
|
|
30.96
|
||
Operating Expenses
|
1,139,587
|
|
|
2.11
|
|
1,173,196
|
|
|
1.19
|
||
Operating Income
|
5,119,545
|
|
|
9.49
|
|
29,360,504
|
|
|
29.77
|
||
Other Income, net
|
3,021
|
|
|
0.01
|
|
4,000
|
|
|
—
|
||
Net Income
|
$
|
5,122,566
|
|
|
9.50
|
|
$
|
29,364,504
|
|
|
29.77
|
|
Three Months Ended
June 30, 2015
|
|
Three Months Ended
June 30, 2014
|
||||||||
Revenue Source
|
Amount
|
% of Revenues
|
|
Amount
|
% of Revenues
|
||||||
Ethanol Sales
|
$
|
38,742,262
|
|
71.77
|
%
|
|
$
|
80,657,406
|
|
81.79
|
%
|
Distillers Grains Sales
|
12,168,008
|
|
22.54
|
|
|
14,896,293
|
|
15.10
|
|
||
Corn Oil Sales
|
1,944,221
|
|
3.60
|
|
|
2,834,624
|
|
2.87
|
|
||
Carbon Dioxide Sales
|
242,530
|
|
0.45
|
|
|
199,008
|
|
0.20
|
|
||
Other Revenue
|
881,948
|
|
1.64
|
|
|
44,083
|
|
0.04
|
|
||
Total Revenues
|
$
|
53,978,969
|
|
100.00
|
%
|
|
$
|
98,631,414
|
|
100.00
|
%
|
|
2015
|
|
2014
|
|||||||||
Statement of Operations Data
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||
Revenue
|
$
|
179,781,777
|
|
|
100.00
|
|
$
|
255,270,048
|
|
|
100.00
|
|
Cost of Goods Sold
|
146,855,644
|
|
|
81.69
|
|
182,844,686
|
|
|
71.63
|
|
||
Gross Profit
|
32,926,133
|
|
|
18.31
|
|
72,425,362
|
|
|
28.37
|
|
||
Operating Expenses
|
3,641,614
|
|
|
2.03
|
|
3,479,397
|
|
|
1.36
|
|
||
Operating Income
|
29,284,519
|
|
|
16.28
|
|
68,945,965
|
|
|
27.01
|
|
||
Other Income (Expense), net
|
29,702
|
|
|
0.02
|
|
(691,454
|
)
|
|
(0.27
|
)
|
||
Net Income
|
$
|
29,314,221
|
|
|
16.30
|
|
$
|
68,254,511
|
|
|
26.74
|
|
|
Nine Months Ended
June 30, 2015
|
|
Nine Months Ended June 30, 2014
|
||||||||
Revenue Source
|
Amount
|
% of Revenues
|
|
Amount
|
% of Revenues
|
||||||
Ethanol Sales
|
$
|
135,416,903
|
|
75.33
|
%
|
|
$
|
200,688,774
|
|
78.61
|
%
|
Distillers Grains Sales
|
36,552,613
|
|
20.33
|
|
|
45,864,630
|
|
17.97
|
|
||
Corn Oil Sales
|
6,278,692
|
|
3.49
|
|
|
7,931,391
|
|
3.11
|
|
||
Carbon Dioxide Sales
|
394,235
|
|
0.22
|
|
|
373,697
|
|
0.15
|
|
||
Other Revenues
|
1,139,334
|
|
0.63
|
|
|
411,556
|
|
0.16
|
|
||
Total Revenues
|
$
|
179,781,777
|
|
100.00
|
%
|
|
$
|
255,270,048
|
|
100.00
|
%
|
|
June 30, 2015
(Unaudited)
|
|
September 30, 2014
|
||||
Current Assets
|
$
|
40,187,094
|
|
|
$
|
60,034,736
|
|
Current Liabilities
|
$
|
13,756,556
|
|
|
$
|
13,380,637
|
|
Member's Equity
|
$
|
134,119,847
|
|
|
$
|
153,005,428
|
|
|
|
2015
|
|
2014
|
||||
Net cash provided by operating activities
|
|
$
|
36,542,141
|
|
|
$
|
71,818,128
|
|
Net cash used for investing activities
|
|
$
|
(5,973,228
|
)
|
|
$
|
(3,774,824
|
)
|
Net cash used for financing activities
|
|
$
|
(48,199,797
|
)
|
|
$
|
(72,449,572
|
)
|
Net decrease in cash
|
|
$
|
(17,630,884
|
)
|
|
$
|
(4,406,268
|
)
|
Cash, beginning of period
|
|
$
|
27,731,976
|
|
|
$
|
24,216,700
|
|
Cash, end of period
|
|
$
|
10,101,092
|
|
|
$
|
19,810,432
|
|
|
Three Months Ended
|
Three Months Ended
|
Nine Months Ended
|
Nine Months Ended
|
||||||||
|
June 30, 2015
|
June 30, 2014
|
June 30, 2015
|
June 30, 2014
|
||||||||
Corn Derivative Contracts
|
$
|
(781,964
|
)
|
$
|
(2,754,455
|
)
|
$
|
(820,659
|
)
|
$
|
(1,244,526
|
)
|
Ethanol Derivative Contracts
|
(1,519,061
|
)
|
4,525,026
|
|
(1,285,652
|
)
|
2,750,071
|
|
||||
Natural Gas Derivative Contracts
|
(158,611
|
)
|
62,104
|
|
(68,634
|
)
|
47,619
|
|
||||
Totals
|
$
|
(2,459,636
|
)
|
$
|
1,832,675
|
|
$
|
(2,174,945
|
)
|
$
|
1,553,164
|
|
|
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
|
Unit of Measure
|
Hypothetical Adverse Change in Price as of
June 30, 2015
|
Approximate Adverse Change to Income
|
|||||
Natural Gas
|
2,338,000
|
|
MMBTU
|
10
|
%
|
|
$
|
671,000
|
|
Ethanol
|
118,000,000
|
|
Gallons
|
10
|
%
|
|
$
|
18,880,000
|
|
Corn
|
38,000,000
|
|
Bushels
|
10
|
%
|
|
$
|
16,038,000
|
|
DDGs
|
265,000
|
|
Tons
|
10
|
%
|
|
$
|
371,000
|
|
Corn Oil
|
30,477,000
|
|
Pounds
|
10
|
%
|
|
$
|
853,000
|
|
(a)
|
The following exhibits are filed as part of this report.
|
Exhibit No.
|
|
Exhibit
|
|
10.1
|
|
|
Fifth Amendment of First Amended and Restated Construction Loan Agreement dated July 23, 2015*
|
10.2
|
|
|
Second Amended and Restated Declining Revolving Credit Note dated July 23, 2015*
|
10.3
|
|
|
First Amendment of Amended and Restated Construction Loan Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated July 23, 2015*
|
31.1
|
|
|
Certificate Pursuant to 17 CFR 240.13a-14(a)*
|
31.2
|
|
|
Certificate Pursuant to 17 CFR 240.13a-14(a)*
|
32.1
|
|
|
Certificate Pursuant to 18 U.S.C. Section 1350*
|
32.2
|
|
|
Certificate Pursuant to 18 U.S.C. Section 1350*
|
101
|
|
|
The following financial information from Cardinal Ethanol, LLC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of June 30, 2015 and September 30, 2014, (ii) Condensed Statements of Operations and Comprehensive Income for the three and nine months ended June 30, 2015 and 2014, (iii) Statements of Cash Flows for the three and nine months ended June 30, 2015 and 2014, and (iv) the Notes to Condensed Financial Statements.**
|
|
|
|
CARDINAL ETHANOL, LLC
|
|
|
|
|
Date:
|
August 4, 2015
|
|
/s/ Jeff Painter
|
|
|
|
Jeff Painter
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
August 4, 2015
|
|
/s/ William Dartt
|
|
|
|
William Dartt
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
(i)
|
Revolving Credit Loan
. The Borrower shall give the Lender notice of the Borrower's intention to borrow under the Revolving Credit Loan no later than 2 p.m. Omaha, Nebraska time on the requested funding date, in each case specifying: (1) the proposed funding date of such Advance; (2) the amount of such Advance; and (3) whether the principal amount of any such Advance, together with the principal amount of all Advances then outstanding, is within the Borrowing Base at such time and is within the Revolving Credit Commitment at such time. Lender will make such Advance available to the Borrower on the funding date of such Advance. For purposes of this Section, the Borrower agrees that the Lender may rely and act upon any request for an Advance from any individual who the Lender, absent gross negligence or willful misconduct, believes to be a representative of the Borrower.
|
(ii)
|
Declining Revolving Credit Loan
.
|
(i)
|
Accrued and unpaid interest on the Declining Revolving Credit Loan will be paid quarterly, in arrears, on the first (1st) calendar day of each calendar quarter until the Completion Date with respect to Construction Advances and the Termination Date applicable to the Declining Revolving Credit Loan with respect to Working Capital Advances, when all accrued but unpaid interest on the Construction Advances or Working Capital Advances as applicable, is due and payable in full;
|
(ii)
|
Subject to Loan Conversion, the outstanding principal balance of all Construction Advances outstanding under the Declining Revolving Credit Loan is due and payable in full on the Completion Date. On or before the Completion Date and as conditions precedent to Loan Conversion, Borrower shall provide the following to the Lender:
|
(1)
|
a certificate from a duly authorized officer of the Borrower certifying Substantial Completion of the Improvements, along with such supporting evidence as the Lender may require;
|
(2)
|
copies of all Permits;
|
(3)
|
Borrower has paid the Lender all of the Obligations which have accrued to such date, and any other fees and expenses provided for in this Agreement which have not been previously paid and are due under the terms of this Agreement;
|
(4)
|
Borrower has paid all accrued and outstanding interest on the outstanding Construction Advances as of the Loan Conversion;
|
(5)
|
Borrower has submitted to the Lender and the Title Company final lien waivers from each Contractor with invoices which exceed $20,000.00; and
|
(6)
|
such other documents, instruments, and certificates as the Lender may reasonably request.
|
(a)
|
Initial Construction Advance
. As a condition to Borrower submitting the initial Draw Request and Lender’s obligation to make the initial Construction Advance, the Lender shall be furnished with the following documents or instruments or satisfaction of the following conditions:
|
(i)
|
interim lien waivers or other evidence of payment acceptable to the Lender and/or the Title Company from all Persons who have furnished labor, materials and/or services to the construction of the Improvements, covering work performed, materials and equipment supplied and services rendered to the date of the initial Draw Request;
|
(ii)
|
Borrower has obtained and been issued all Permits, including, but not limited to, building permits, required for the construction of the Improvements; and
|
(iii)
|
Borrower has submitted to the Lender a Draw Request in the form and with the supporting detail required in this Agreement.
|
(b)
|
Requirements for All Construction Advances
. As a condition to Borrower submitting the any Draw Request and Lender’s obligation to make the requested Construction Advance, with each Draw Request the Borrower shall furnish to the Lender the following documents or instruments or shall satisfy the following conditions:
|
(i)
|
Borrower has submitted to the Lender a Draw Request in the form and with the supporting detail required in this Agreement and signed by the Borrower;
|
(ii)
|
Borrower shall submit written Lien waivers from the applicable Contractor for work done, materials furnished and/or services provided by them which were paid for by the immediately preceding Draw Request, along with all supporting invoices;
|
(iii)
|
supporting invoices for the work done, materials furnished and/or services provided to be paid with the requested Construction Advance;
|
(iv)
|
if required by Lender or the Title Company, approval of the Draw Request by the Construction Inspector;
|
(v)
|
the terms and conditions with respect to Construction Advances contained in the Disbursing Agreement have been satisfied; and
|
(vi)
|
such other documents and matters as are reasonably required by the Lender.
|
(a)
|
This Amendment, duly executed by Borrower and Lender;
|
(b)
|
The Second Amended and Restated Declining Revolving Credit Note required in this Amendment above executed and delivered by Borrower in favor of Lender;
|
(c)
|
A First Amendment of First Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement executed and delivered by Borrower in favor of Lender;
|
(d)
|
The Disbursing Agreement, in form and substance acceptable to Lender, duly executed and delivered by Borrower, Lender and the Title Company;
|
(e)
|
A Secretary’s Certificate and resolutions in form and substance acceptable to Lender; and
|
(f)
|
Such other documents and matters as are reasonably required by Lender.
|
Lender
|
Revolving Credit Loan Commitments
|
Declining Revolving Credit Loan Commitment
|
Lender's Total Commitment
|
First National Bank of Omaha
|
$15,000,000
|
$20,000,000.00
|
$35,000,000.00
|
|
|
|
|
|
|
|
|
___
|
The undersigned does not have knowledge of the occurrence of a Default or Event of Default under the Credit Agreement.
|
___
|
The undersigned has knowledge of the occurrence of a Default or Event of Default under the Credit Agreement and attached hereto is a statement of the facts with respect thereto.
|
(a)
|
Pursuant to Section 4.08 of the Credit Agreement, as of __________, the Borrower's Working Capital was $____________, which [satisfies] [does
not
satisfy] the requirement in such Section that, beginning on ____________, 20__, and at all times thereafter, the Borrower maintains an excess of current assets
over
current liabilities (plus the Maximum Availability at such time) of not less than $15,000,000.
|
(b)
|
Pursuant to Section 4.09 of the Credit Agreement after Loan Conversion as of the fiscal quarter ending ___________, the Fixed Charge Coverage Ratio, for the fiscal quarter then ended, was ___ to 1, which [satisfies] [does not satisfy] the requirement in such Section that such ratio not exceed 1.15 to 1.
|
(c)
|
Pursuant to Section 4.10 of the Credit Agreement, for the fiscal year-to-date period ending _________, the Borrower has made capital expenditures in an aggregate
|
(d)
|
Pursuant to Section 4.13 of the Credit Agreement the Borrower is restricted from incurring any Debt other than the Permitted Debt. Subsection (e) of the definition of Permitted Debt permits Debt for Borrowed Money in an aggregate principal amount outstanding at any time not to exceed $250,000. The Borrower has Debt for Borrowed Money under Subsection (e) of the definition of Permitted Debt outstanding in the sum of $____________ which is [in compliance with] [is not in compliance with] such Subsection as of the fiscal quarter ending ___________.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cardinal Ethanol, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The 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:
|
August 4, 2015
|
|
/s/ Jeff Painter
|
|
|
Jeff Painter, Chief Executive Officer
(President and Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cardinal Ethanol, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The 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:
|
August 4, 2015
|
|
/s/ William Dartt
|
|
|
William Dartt, Chief Financial Officer
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Jeff Painter
|
|
|
Jeff Painter, President and
|
|
|
Principal Executive Officer
|
|
|
|
|
|
Dated:
|
August 4, 2015
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
/s/ William Dartt
|
|
|
William Dartt, Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
Dated:
|
August 4, 2015
|