x
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
|
|
For the fiscal year ended September 30, 2016
|
|
|
|
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 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, distillers grains and corn oil;
|
•
|
Our ability to satisfy the financial covenants contained in our credit agreements with our 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 distillers 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; and
|
•
|
Limitations and restrictions contained in the instruments and agreements governing any indebtedness.
|
Date Declared
|
|
Distribution Declared Per Unit
|
|
Total Distribution Amount
|
|
Month Distribution Paid
|
||||
November 17, 2015
|
|
$
|
500
|
|
|
$
|
7,303,000
|
|
|
November 2015
|
February 9, 2016
|
|
300
|
|
|
4,381,800
|
|
|
February 2016
|
||
May 17, 2016
|
|
230
|
|
|
3,359,380
|
|
|
June 2016
|
||
August 16, 2016
|
|
600
|
|
|
8,763,601
|
|
|
August 2016
|
||
Totals
|
|
$
|
1,630
|
|
|
$
|
23,807,781
|
|
|
|
Date Declared
|
|
Distribution Declared Per Unit
|
|
Total Distribution Amount
|
|
Month Distribution Paid
|
||||
November 15, 2016
|
|
$
|
600
|
|
|
$
|
8,763,600
|
|
|
December 2016
|
Product
|
|
Fiscal Year 2016
|
|
Fiscal Year 2015
|
|
Fiscal Year 2014
|
|||
Ethanol
|
|
78
|
%
|
|
75
|
%
|
|
78
|
%
|
Distillers Grains
|
|
18
|
%
|
|
21
|
%
|
|
18
|
%
|
Corn Oil
|
|
4
|
%
|
|
3
|
%
|
|
3
|
%
|
Carbon Dioxide
|
|
< 1%
|
|
|
< 1%
|
|
|
< 1%
|
|
|
|
Total Renewable Fuel Volume Requirement
|
Portion of Volume Requirement That Can Be Met By Corn-based Ethanol
|
2014
|
Statutory
|
18.15
|
14.40
|
EPA Rule 11/30/2015
|
16.28
|
13.61
|
|
2015
|
Statutory
|
20.50
|
15.00
|
EPA Rule 11/30/2015
|
16.93
|
14.05
|
|
2016
|
Statutory
|
22.25
|
15.00
|
EPA Rule 11/30/15
|
18.11
|
14.50
|
Company
|
Current Capacity
(mmgy)
|
|
Archer Daniels Midland
|
1,716
|
|
POET Biorefining
|
1,629
|
|
Green Plains Renewable Energy
|
1,461
|
|
Valero Renewable Fuels
|
1,210
|
|
Flint Hill Resources LP
|
820
|
|
•
|
A grains area, fermentation area, distillation - evaporation area;
|
•
|
A dryer/energy center area;
|
•
|
A tank farm;
|
•
|
An auxiliary area; and
|
•
|
An administration building.
|
Selling Quarter
|
|
Low Price
|
|
High Price
|
|
Average Price
|
|
# of
Units Traded
|
|||||||
2015 1
st
|
|
$
|
13,500
|
|
|
$
|
15,000
|
|
|
$
|
14,042
|
|
|
31
|
|
2015 2
nd
|
|
$
|
13,700
|
|
|
$
|
15,000
|
|
|
$
|
14,165
|
|
|
36
|
|
2015 3
rd
|
|
$
|
13,250
|
|
|
$
|
14,500
|
|
|
$
|
13,512
|
|
|
81
|
|
2015 4
th
|
|
$
|
12,500
|
|
|
$
|
12,500
|
|
|
$
|
12,500
|
|
|
26
|
|
2016 1
st
|
|
$
|
10,750
|
|
|
$
|
12,500
|
|
|
$
|
11,772
|
|
|
31
|
|
2016 2
nd
|
|
$
|
11,000
|
|
|
$
|
12,500
|
|
|
$
|
11,833
|
|
|
12
|
|
2016 3
rd
|
|
$
|
12,500
|
|
|
$
|
13,000
|
|
|
$
|
12,659
|
|
|
6
|
|
2016 4
th
|
|
$
|
13,260
|
|
|
$
|
14,521
|
|
|
$
|
13,807
|
|
|
25
|
|
Listing Quarter
|
|
Low Price
|
|
High Price
|
|
Average Price
|
|
# of
Units Listed
|
|||||||
2015 1
st
|
|
$
|
13,500
|
|
|
$
|
22,500
|
|
|
$
|
16,228
|
|
|
74
|
|
2015 2
nd
|
|
$
|
13,500
|
|
|
$
|
30,000
|
|
|
$
|
25,924
|
|
|
324
|
|
2015 3
rd
|
|
$
|
13,250
|
|
|
$
|
14,500
|
|
|
$
|
13,512
|
|
|
81
|
|
2015 4
th
|
|
$
|
12,500
|
|
|
$
|
14,000
|
|
|
$
|
13,163
|
|
|
92
|
|
2016 1
st
|
|
$
|
10,750
|
|
|
$
|
12,500
|
|
|
$
|
11,838
|
|
|
51
|
|
2016 2
nd
|
|
$
|
11,000
|
|
|
$
|
12,500
|
|
|
$
|
11,833
|
|
|
12
|
|
2016 3
rd
|
|
$
|
12,500
|
|
|
$
|
13,000
|
|
|
$
|
12,659
|
|
|
6
|
|
2016 4
th
|
|
$
|
13,260
|
|
|
$
|
14,521
|
|
|
$
|
13,807
|
|
|
25
|
|
Date Declared
|
|
Distribution Declared Per Unit
|
|
Total Distribution Amount
|
|
Month Distribution Paid
|
||||
November 17, 2015
|
|
$
|
500
|
|
|
$
|
7,303,000
|
|
|
November 2015
|
February 9, 2016
|
|
300
|
|
|
4,381,800
|
|
|
February 2016
|
||
May 17, 2016
|
|
230
|
|
|
3,359,380
|
|
|
June 2016
|
||
August 16, 2016
|
|
600
|
|
|
8,763,601
|
|
|
August 2016
|
||
Totals
|
|
$
|
1,630
|
|
|
$
|
23,807,781
|
|
|
|
Date Declared
|
|
Distribution Declared Per Unit
|
|
Total Distribution Amount
|
|
Month Distribution Paid
|
||||
November 18, 2014
|
|
$
|
1,700
|
|
|
$
|
24,830,200
|
|
|
November 2014
|
February 10, 2015
|
|
1,000
|
|
|
14,606,000
|
|
|
February 2015
|
||
May 19, 2015
|
|
600
|
|
|
8,763,600
|
|
|
May 2015
|
||
August 18, 2015
|
|
200
|
|
|
2,921,202
|
|
|
August 2015
|
||
Totals
|
|
$
|
3,500
|
|
|
$
|
51,121,002
|
|
|
|
Statement of Operations Data:
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Revenues
|
|
$
|
222,895,449
|
|
|
$
|
240,695,293
|
|
|
$
|
337,355,515
|
|
|
$
|
357,611,814
|
|
|
$
|
321,194,387
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost Goods Sold
|
|
204,014,877
|
|
|
197,305,291
|
|
|
244,414,762
|
|
|
324,122,396
|
|
|
311,971,054
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross Profit
|
|
18,880,572
|
|
|
43,390,002
|
|
|
92,940,753
|
|
|
33,489,418
|
|
|
9,223,333
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses
|
|
5,233,634
|
|
|
4,714,891
|
|
|
4,945,382
|
|
|
4,697,637
|
|
|
4,680,729
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income
|
|
13,646,938
|
|
|
38,675,111
|
|
|
87,995,371
|
|
|
28,791,781
|
|
|
4,542,604
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense), Net
|
|
(125,143
|
)
|
|
46,706
|
|
|
(733,697
|
)
|
|
(2,436,357
|
)
|
|
(2,690,624
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
|
$
|
13,521,795
|
|
|
$
|
38,721,817
|
|
|
$
|
87,261,674
|
|
|
$
|
26,355,424
|
|
|
$
|
1,851,980
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted Average Units Outstanding
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Per Unit
|
|
$
|
926
|
|
|
$
|
2,651
|
|
|
$
|
5,974
|
|
|
$
|
1,804
|
|
|
$
|
127
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Distributions Per Unit
|
|
$
|
1,630
|
|
|
$
|
3,500
|
|
|
$
|
4,547
|
|
|
$
|
382
|
|
|
$
|
430
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Current Assets
|
|
$
|
48,529,843
|
|
|
$
|
48,646,801
|
|
|
$
|
60,034,736
|
|
|
$
|
57,914,023
|
|
|
$
|
35,973,410
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Property and Equipment
|
|
104,461,078
|
|
|
107,998,425
|
|
|
105,632,776
|
|
|
110,311,216
|
|
|
117,825,363
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Assets
|
|
938,251
|
|
|
823,494
|
|
|
718,553
|
|
|
554,837
|
|
|
730,992
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
|
153,929,172
|
|
|
157,468,720
|
|
|
166,386,065
|
|
|
168,780,076
|
|
|
154,529,765
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
11,676,852
|
|
|
11,997,241
|
|
|
13,380,637
|
|
|
13,149,364
|
|
|
16,662,886
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-Term Debt
|
|
11,932,063
|
|
|
4,865,236
|
|
|
—
|
|
|
24,154,710
|
|
|
27,943,975
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative Instrument - Interest Rate Swap - (Long Term)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
628,358
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Members' Equity
|
|
130,320,257
|
|
|
140,606,243
|
|
|
153,005,428
|
|
|
131,476,002
|
|
|
109,294,546
|
|
|
2016
|
|
2015
|
|||||||||
Statement of Operations Data
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||
Revenues
|
$
|
222,895,449
|
|
|
100.0
|
|
|
$
|
240,695,293
|
|
|
100.0
|
Cost of Goods Sold
|
204,014,877
|
|
|
91.5
|
|
|
197,305,291
|
|
|
82.0
|
||
Gross Profit
|
18,880,572
|
|
|
8.5
|
|
|
43,390,002
|
|
|
18.0
|
||
Operating Expenses
|
5,233,634
|
|
|
2.3
|
|
|
4,714,891
|
|
|
2.0
|
||
Operating Income
|
13,646,938
|
|
|
6.2
|
|
|
38,675,111
|
|
|
16.0
|
||
Other Expense, net
|
(125,143
|
)
|
|
(0.1
|
)
|
|
46,706
|
|
|
—
|
||
Net Income
|
$
|
13,521,795
|
|
|
6.1
|
|
|
$
|
38,721,817
|
|
|
16.0
|
|
2016
|
|
2015
|
||||||||
Revenue Source
|
Amount
|
% of Revenues
|
|
Amount
|
% of Revenues
|
||||||
Ethanol Sales
|
$
|
173,252,481
|
|
77.7
|
%
|
|
$
|
181,640,992
|
|
75.5
|
%
|
Distillers Grains Sales
|
40,709,845
|
|
18.3
|
|
|
50,269,686
|
|
20.9
|
|
||
Corn Oil Sales
|
8,226,924
|
|
3.7
|
|
|
8,120,749
|
|
3.3
|
|
||
CO2 Sales
|
514,937
|
|
0.2
|
|
|
488,065
|
|
0.2
|
|
||
Other Revenue
|
191,262
|
|
0.1
|
|
|
175,801
|
|
0.1
|
|
||
Total Revenues
|
$
|
222,895,449
|
|
100
|
%
|
|
$
|
240,695,293
|
|
100
|
%
|
|
2015
|
|
2014
|
|||||||||
Statement of Operations Data
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||
Revenues
|
$
|
240,695,293
|
|
|
100.0
|
|
$
|
337,355,515
|
|
|
100.0
|
|
Cost of Goods Sold
|
197,305,291
|
|
|
82.0
|
|
244,414,762
|
|
|
72.5
|
|
||
Gross Profit
|
43,390,002
|
|
|
18.0
|
|
92,940,753
|
|
|
27.5
|
|
||
Operating Expenses
|
4,714,891
|
|
|
2.0
|
|
4,945,382
|
|
|
1.5
|
|
||
Operating Income
|
38,675,111
|
|
|
16.0
|
|
87,995,371
|
|
|
26.0
|
|
||
Other Expense, net
|
46,706
|
|
|
—
|
|
(733,697
|
)
|
|
(0.2
|
)
|
||
Net Income
|
$
|
38,721,817
|
|
|
16.0
|
|
$
|
87,261,674
|
|
|
25.8
|
|
|
2015
|
|
2014
|
||||||||
Revenue Source
|
Amount
|
% of Revenues
|
|
Amount
|
% of Revenues
|
||||||
Ethanol Sales
|
$
|
181,640,992
|
|
75.5
|
%
|
|
$
|
264,292,640
|
|
78.3
|
%
|
Distillers Grains Sales
|
50,269,686
|
|
20.9
|
|
|
61,708,274
|
|
18.3
|
|
||
Corn Oil Sales
|
8,120,749
|
|
3.3
|
|
|
10,514,166
|
|
3.1
|
|
||
Other Revenue
|
663,866
|
|
0.3
|
|
|
840,435
|
|
0.3
|
|
||
Total Revenues
|
$
|
240,695,293
|
|
100
|
%
|
|
$
|
337,355,515
|
|
100
|
%
|
|
September 30, 2016
|
|
September 30, 2015
|
||||
Current Assets
|
$
|
48,529,843
|
|
|
$
|
48,646,801
|
|
Current Liabilities
|
11,676,852
|
|
|
11,997,241
|
|
||
Long-term Liabilities
|
11,932,063
|
|
|
4,865,236
|
|
||
Member's Equity
|
130,320,257
|
|
|
140,606,243
|
|
|
|
2016
|
|
2015
|
||||
Net cash provided by operating activities
|
|
$
|
22,958,196
|
|
|
$
|
49,875,611
|
|
Net cash used for investing activities
|
|
(6,931,007
|
)
|
|
(10,524,207
|
)
|
||
Net cash used for financing activities
|
|
(13,852,664
|
)
|
|
(46,255,766
|
)
|
||
Net increase (decrease) in cash
|
|
2,174,525
|
|
|
(6,904,362
|
)
|
||
Cash, beginning of period
|
|
20,827,614
|
|
|
27,731,976
|
|
||
Cash, end of period
|
|
$
|
23,002,139
|
|
|
$
|
20,827,614
|
|
|
|
2015
|
|
2014
|
||||
Net cash provided by operating activities
|
|
$
|
49,875,611
|
|
|
$
|
101,839,992
|
|
Net cash used for investing activities
|
|
(10,524,207
|
)
|
|
(3,967,259
|
)
|
||
Net cash used for financing activities
|
|
(46,255,766
|
)
|
|
(94,357,457
|
)
|
||
Net increase (decrease) in cash
|
|
(6,904,362
|
)
|
|
3,515,276
|
|
||
Cash, beginning of period
|
|
27,731,976
|
|
|
24,216,700
|
|
||
Cash, end of period
|
|
$
|
20,827,614
|
|
|
$
|
27,731,976
|
|
|
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
|
$
|
16,244,827
|
|
|
$
|
3,392,630
|
|
|
$
|
6,785,259
|
|
|
$
|
6,066,938
|
|
|
$
|
—
|
|
Operating Lease Obligations
|
2,442,034
|
|
|
1,172,964
|
|
|
1,269,070
|
|
|
—
|
|
|
—
|
|
|||||
Purchase Obligations
|
9,798,004
|
|
|
8,592,154
|
|
|
1,205,850
|
|
|
—
|
|
|
—
|
|
|||||
Total Contractual Cash Obligations
|
$
|
28,484,865
|
|
|
$
|
13,157,748
|
|
|
$
|
9,260,179
|
|
|
$
|
6,066,938
|
|
|
$
|
—
|
|
|
Fiscal Year Ended
|
Fiscal Year Ended
|
Fiscal Year Ended
|
||||||
|
September 30, 2016
|
September 30, 2015
|
September 30, 2014
|
||||||
Corn Derivative Contracts
|
$
|
6,134,582
|
|
$
|
1,306,174
|
|
$
|
(5,015,169
|
)
|
Ethanol Derivative Contracts
|
(218,066
|
)
|
(677,043
|
)
|
3,334,054
|
|
|||
Natural Gas Derivative Contracts
|
(90,442
|
)
|
(68,635
|
)
|
51,257
|
|
|||
Totals
|
$
|
5,826,074
|
|
$
|
560,496
|
|
$
|
(1,629,858
|
)
|
|
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, 2016
|
Approximate Adverse Change to Income
|
|||||
Natural Gas
|
1,969,000
|
|
MMBTU
|
10
|
%
|
|
$
|
561,000
|
|
Ethanol
|
115,360,000
|
|
Gallons
|
10
|
%
|
|
$
|
17,765,000
|
|
Corn
|
39,944,000
|
|
Bushels
|
10
|
%
|
|
$
|
13,262,000
|
|
DDGs
|
288,000
|
|
Tons
|
10
|
%
|
|
$
|
3,403,000
|
|
Corn Oil
|
26,766,000
|
|
Pounds
|
10
|
%
|
|
$
|
763,000
|
|
|
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, 2015
|
Approximate Adverse Change to Income
|
|||||
Natural Gas
|
2,718,000
|
|
MMBTU
|
10
|
%
|
|
$
|
823,000
|
|
Ethanol
|
117,790,000
|
|
Gallons
|
10
|
%
|
|
$
|
18,493,000
|
|
Corn
|
38,123,000
|
|
Bushels
|
10
|
%
|
|
$
|
15,554,000
|
|
DDGs
|
264,000
|
|
Tons
|
10
|
%
|
|
$
|
3,118,000
|
|
Corn Oil
|
29,509,000
|
|
Pounds
|
10
|
%
|
|
$
|
649,000
|
|
ASSETS
|
September 30, 2016
|
|
September 30, 2015
|
||||
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash
|
$
|
23,002,139
|
|
|
$
|
20,827,614
|
|
Restricted cash
|
1,460,772
|
|
|
1,211,476
|
|
||
Trade accounts receivable
|
11,574,847
|
|
|
11,962,357
|
|
||
Miscellaneous receivables
|
135,517
|
|
|
384,705
|
|
||
Inventories
|
12,093,469
|
|
|
13,754,452
|
|
||
Prepaid and other current assets
|
248,999
|
|
|
506,197
|
|
||
Commodity derivative instruments
|
14,100
|
|
|
—
|
|
||
Total current assets
|
48,529,843
|
|
|
48,646,801
|
|
||
|
|
|
|
||||
Property, Plant, and Equipment
|
|
|
|
||||
Land and land improvements
|
21,124,597
|
|
|
21,124,597
|
|
||
Plant and equipment
|
144,157,818
|
|
|
128,328,847
|
|
||
Building
|
7,018,061
|
|
|
7,018,061
|
|
||
Office equipment
|
648,256
|
|
|
579,019
|
|
||
Vehicles
|
31,928
|
|
|
31,928
|
|
||
Construction in process
|
544,687
|
|
|
10,281,935
|
|
||
|
173,525,347
|
|
|
167,364,387
|
|
||
Less accumulated depreciation
|
(69,064,269
|
)
|
|
(59,365,962
|
)
|
||
Net Property, Plant, and Equipment
|
104,461,078
|
|
|
107,998,425
|
|
||
|
|
|
|
||||
Other Assets
|
|
|
|
||||
Investment
|
938,251
|
|
|
823,494
|
|
||
Total other assets
|
938,251
|
|
|
823,494
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
153,929,172
|
|
|
$
|
157,468,720
|
|
LIABILITIES AND MEMBERS' EQUITY
|
|
|
|
||||
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
2,472,212
|
|
|
$
|
3,616,302
|
|
Accounts payable-corn
|
4,761,547
|
|
|
6,757,174
|
|
||
Accrued expenses
|
1,213,753
|
|
|
1,555,286
|
|
||
Commodity derivative instruments
|
341,050
|
|
|
68,479
|
|
||
Current maturities of long-term debt
|
2,888,290
|
|
|
—
|
|
||
Total current liabilities
|
11,676,852
|
|
|
11,997,241
|
|
||
|
|
|
|
||||
Long-Term Debt
|
11,932,063
|
|
|
4,865,236
|
|
||
|
|
|
|
||||
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
|
|
||
Retained earnings
|
59,408,044
|
|
|
69,694,030
|
|
||
Total members' equity
|
130,320,257
|
|
|
140,606,243
|
|
||
|
|
|
|
||||
Total Liabilities and Members’ Equity
|
$
|
153,929,172
|
|
|
$
|
157,468,720
|
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||
|
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
222,895,449
|
|
|
$
|
240,695,293
|
|
|
$
|
337,355,515
|
|
|
|
|
|
|
|
|
||||||
Cost of Goods Sold
|
|
204,014,877
|
|
|
197,305,291
|
|
|
244,414,762
|
|
|||
|
|
|
|
|
|
|
||||||
Gross Profit
|
|
18,880,572
|
|
|
43,390,002
|
|
|
92,940,753
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Expenses
|
|
5,233,634
|
|
|
4,714,891
|
|
|
4,945,382
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Income
|
|
13,646,938
|
|
|
38,675,111
|
|
|
87,995,371
|
|
|||
|
|
|
|
|
|
|
||||||
Other Income (Expense)
|
|
|
|
|
|
|
||||||
Interest income
|
|
250
|
|
|
—
|
|
|
9,187
|
|
|||
Interest expense
|
|
(185,870
|
)
|
|
(2,162
|
)
|
|
(728,470
|
)
|
|||
Miscellaneous income (expense)
|
|
60,477
|
|
|
48,868
|
|
|
(14,414
|
)
|
|||
Total
|
|
(125,143
|
)
|
|
46,706
|
|
|
(733,697
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
13,521,795
|
|
|
$
|
38,721,817
|
|
|
$
|
87,261,674
|
|
|
|
|
|
|
|
|
||||||
Weight Average Units Outstanding - basic and diluted
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|||
|
|
|
|
|
|
|
||||||
Net Income Per Unit - basic and diluted
|
|
$
|
926
|
|
|
$
|
2,651
|
|
|
$
|
5,974
|
|
|
|
|
|
|
|
|
||||||
Distributions Per Unit
|
|
$
|
1,630
|
|
|
$
|
3,500
|
|
|
$
|
4,547
|
|
|
|
|
|
|
|
|
||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
13,521,795
|
|
|
$
|
38,721,817
|
|
|
$
|
87,261,674
|
|
Interest rate swap fair value change and reclassification, net
|
|
—
|
|
|
—
|
|
|
681,233
|
|
|||
Comprehensive Income
|
|
$
|
13,521,795
|
|
|
$
|
38,721,817
|
|
|
$
|
87,942,907
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||
|
|
|
|
|
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
13,521,795
|
|
|
$
|
38,721,817
|
|
|
$
|
87,261,674
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
|
|
||||||
Depreciation
|
9,698,309
|
|
|
9,006,994
|
|
|
8,720,946
|
|
|||
Change in fair value of commodity derivative instruments
|
(5,826,074
|
)
|
|
(560,496
|
)
|
|
1,629,858
|
|
|||
Gain on disposal of fixed asset
|
—
|
|
|
(11,827
|
)
|
|
(1,000
|
)
|
|||
Non-cash dividend income
|
(114,757
|
)
|
|
(104,941
|
)
|
|
(243,716
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
(249,296
|
)
|
|
(326,376
|
)
|
|
974,032
|
|
|||
Trade accounts receivables
|
387,510
|
|
|
9,803,944
|
|
|
(908,714
|
)
|
|||
Miscellaneous receivable
|
249,188
|
|
|
(378,737
|
)
|
|
93,040
|
|
|||
Inventories
|
1,660,983
|
|
|
(6,329,053
|
)
|
|
2,899,043
|
|
|||
Prepaid and other current assets
|
257,198
|
|
|
23,264
|
|
|
18,452
|
|
|||
Deposits
|
—
|
|
|
—
|
|
|
80,000
|
|
|||
Derivative instruments
|
6,084,545
|
|
|
1,032,359
|
|
|
(2,221,432
|
)
|
|||
Accounts payable
|
(1,144,090
|
)
|
|
472,468
|
|
|
(490,679
|
)
|
|||
Accounts payable-corn
|
(1,995,627
|
)
|
|
698,647
|
|
|
3,054,854
|
|
|||
Accrued expenses
|
428,512
|
|
|
(2,172,452
|
)
|
|
973,634
|
|
|||
Net cash provided by operating activities
|
22,958,196
|
|
|
49,875,611
|
|
|
101,839,992
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(6,452,884
|
)
|
|
(27,686
|
)
|
|
(3,450,085
|
)
|
|||
Payments for construction in process
|
(478,123
|
)
|
|
(10,531,521
|
)
|
|
(518,174
|
)
|
|||
Proceeds from sale of equipment
|
—
|
|
|
35,000
|
|
|
1,000
|
|
|||
Net cash used for investing activities
|
(6,931,007
|
)
|
|
(10,524,207
|
)
|
|
(3,967,259
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Distributions paid
|
(23,807,781
|
)
|
|
(51,121,002
|
)
|
|
(66,413,482
|
)
|
|||
Proceeds from long-term debt
|
10,134,764
|
|
|
4,865,236
|
|
|
—
|
|
|||
Payments on long-term debt
|
(179,647
|
)
|
|
—
|
|
|
(27,943,975
|
)
|
|||
Net cash used for financing activities
|
(13,852,664
|
)
|
|
(46,255,766
|
)
|
|
(94,357,457
|
)
|
|||
|
|
|
|
|
|
||||||
Net Increase (Decrease) in Cash
|
2,174,525
|
|
|
(6,904,362
|
)
|
|
3,515,276
|
|
|||
|
|
|
|
|
|
||||||
Cash – Beginning of Period
|
20,827,614
|
|
|
27,731,976
|
|
|
24,216,700
|
|
|||
|
|
|
|
|
|
||||||
Cash – End of Period
|
$
|
23,002,139
|
|
|
$
|
20,827,614
|
|
|
$
|
27,731,976
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Interest paid
|
$
|
320,323
|
|
|
$
|
—
|
|
|
$
|
1,255,531
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Noncash Investing and Financing Activities
|
|
|
|
|
|
||||||
Construction costs included in accrued expenses
|
$
|
66,564
|
|
|
$
|
836,609
|
|
|
$
|
74,246
|
|
Construction period interest capitalized in property, plant and equipment
|
174,594
|
|
|
—
|
|
|
—
|
|
|||
Gain on derivative instruments included in other comprehensive income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
681,233
|
|
|
|
|
|
|
|
Accumulated
|
||||||
|
|
|
|
|
|
Other
|
||||||
|
|
Member
|
|
Retained
|
|
Comprehensive
|
||||||
|
|
Contributions
|
|
Earnings
|
|
Loss
|
||||||
Balance - September 30, 2013
|
|
$
|
70,912,213
|
|
|
$
|
61,245,023
|
|
|
$
|
(681,233
|
)
|
|
|
|
|
|
|
|
||||||
Net income for year ended September 30, 2014
|
|
—
|
|
|
87,261,674
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Members Distributions
|
|
—
|
|
|
(66,413,482
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Gain on derivative instruments included in other comprehensive income
|
|
—
|
|
|
—
|
|
|
681,233
|
|
|||
|
|
|
|
|
|
|
||||||
Balance - September 30, 2014
|
|
70,912,213
|
|
|
82,093,215
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net income for year ended September 30, 2015
|
|
—
|
|
|
38,721,817
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Members Distributions
|
|
—
|
|
|
(51,121,002
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Balance - September 30, 2015
|
|
70,912,213
|
|
|
69,694,030
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net income for year ended September 30, 2016
|
|
—
|
|
|
13,521,795
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Members Distributions
|
|
—
|
|
|
(23,807,781
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Balance - September 30, 2016
|
|
$
|
70,912,213
|
|
|
$
|
59,408,044
|
|
|
$
|
—
|
|
|
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.
|
|
2016
|
|
2015
|
||||
Financial statement basis of assets
|
$
|
153,929,172
|
|
|
$
|
157,468,720
|
|
Organization and start-up costs
|
1,976,610
|
|
|
1,976,610
|
|
||
Book to tax depreciation and amortization
|
(83,786,100
|
)
|
|
(84,815,021
|
)
|
||
Book to tax derivative instruments
|
(14,100
|
)
|
|
—
|
|
||
Capitalized inventory
|
62,000
|
|
|
93,000
|
|
||
Income tax basis of assets
|
$
|
72,167,582
|
|
|
$
|
74,723,309
|
|
|
|
|
|
||||
Financial statement basis of liabilities
|
$
|
23,608,915
|
|
|
$
|
16,862,477
|
|
Book to tax derivative instruments
|
(341,050
|
)
|
|
(68,479
|
)
|
||
Accrued employee benefits
|
(508,471
|
)
|
|
(550,320
|
)
|
||
Income tax basis of liabilities
|
$
|
22,759,394
|
|
|
$
|
16,243,678
|
|
Date Declared
|
|
Distribution Declared Per Unit
|
|
Total Distribution Amount
|
|
Month Distribution Paid
|
||||
November 14, 2013
|
|
$
|
475
|
|
|
$
|
6,937,850
|
|
|
December 2013
|
February 11, 2014
|
|
1,072
|
|
|
15,657,632
|
|
|
February 2014
|
||
May 20, 2014
|
|
1,500
|
|
|
21,909,000
|
|
|
May 2014
|
||
August 19, 2014
|
|
1,500
|
|
|
21,909,000
|
|
|
August 2014
|
||
Totals
|
|
$
|
4,547
|
|
|
$
|
66,413,482
|
|
|
|
Date Declared
|
|
Distribution Declared Per Unit
|
|
Total Distribution Amount
|
|
Month Distribution Paid
|
||||
November 18, 2014
|
|
$
|
1,700
|
|
|
$
|
24,830,200
|
|
|
November 2014
|
February 10, 2015
|
|
1,000
|
|
|
14,606,000
|
|
|
February 2015
|
||
May 19, 2015
|
|
600
|
|
|
8,763,600
|
|
|
May 2015
|
||
August 18, 2015
|
|
200
|
|
|
2,921,202
|
|
|
August 2015
|
||
Totals
|
|
$
|
3,500
|
|
|
$
|
51,121,002
|
|
|
|
Date Declared
|
|
Distribution Declared Per Unit
|
|
Total Distribution Amount
|
|
Month Distribution Paid
|
||||
November 17, 2015
|
|
$
|
500
|
|
|
$
|
7,303,000
|
|
|
November 2015
|
February 9, 2016
|
|
300
|
|
|
4,381,800
|
|
|
February 2016
|
||
May 17, 2016
|
|
230
|
|
|
3,359,380
|
|
|
June 2016
|
||
August 16, 2016
|
|
600
|
|
|
8,763,601
|
|
|
August 2016
|
||
Totals
|
|
$
|
1,630
|
|
|
$
|
23,807,781
|
|
|
|
Date Declared
|
|
Distribution Declared Per Unit
|
|
Total Distribution Amount
|
|
Month Distribution Paid
|
||||
November 15, 2016
|
|
$
|
600
|
|
|
$
|
8,763,600
|
|
|
December 2016
|
|
September 30, 2016
|
|
September 30, 2015
|
||||
Raw materials
|
$
|
4,677,336
|
|
|
$
|
5,166,402
|
|
Work in progress
|
1,252,919
|
|
|
1,320,961
|
|
||
Finished goods
|
3,638,427
|
|
|
5,058,449
|
|
||
Spare parts
|
2,524,787
|
|
|
2,208,640
|
|
||
Total
|
$
|
12,093,469
|
|
|
$
|
13,754,452
|
|
Instrument
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
|
|
|
||||
Ethanol derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
188,475
|
|
Corn derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
152,575
|
|
Natural gas derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
14,100
|
|
|
$
|
—
|
|
Instrument
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
|
|
|
||||
Ethanol derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
58,338
|
|
Corn derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
10,141
|
|
Natural gas derivative contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
—
|
|
Derivatives in Cash Flow Hedging Relationship
|
Amount of Loss Recognized In OCI on Derivative
|
Location of Loss Reclassified From Accumulated OCI into Income
|
Amount of Gain Reclassified From Accumulated OCI into Income on Derivative
|
Location of Gain Recognized in Income
|
Amount of Gain or (Loss) Recognized in Income on Derivative (ineffective portion)
|
|||||||||
Interest rate swap
|
$
|
18,636
|
|
Interest expense
|
$
|
681,233
|
|
Interest expense
|
$
|
—
|
|
Instrument
|
Statement of Operations Location
|
Amount
|
||
Corn Derivative Contracts
|
Cost of Goods Sold
|
$
|
1,306,174
|
|
Ethanol Derivative Contracts
|
Revenues
|
(677,043
|
)
|
|
Natural Gas Derivative Contracts
|
Cost of Goods Sold
|
(68,635
|
)
|
|
Totals
|
|
$
|
560,496
|
|
Derivatives
|
Carrying Amount
|
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
Corn Derivative Contracts
|
$
|
(152,575
|
)
|
$
|
(152,575
|
)
|
$
|
174,969
|
|
$
|
(327,544
|
)
|
$
|
—
|
|
Ethanol Derivative Contracts
|
$
|
(188,475
|
)
|
$
|
(188,475
|
)
|
$
|
(188,475
|
)
|
$
|
—
|
|
$
|
—
|
|
Natural Gas Derivative Contracts
|
$
|
14,100
|
|
$
|
14,100
|
|
$
|
14,100
|
|
$
|
—
|
|
$
|
—
|
|
Derivatives
|
Carrying Amount
|
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
Corn Derivative Contracts
|
$
|
(10,141
|
)
|
$
|
(10,141
|
)
|
$
|
(10,141
|
)
|
$
|
—
|
|
$
|
—
|
|
Ethanol Derivative Contracts
|
$
|
(58,338
|
)
|
$
|
(58,338
|
)
|
$
|
(58,338
|
)
|
$
|
—
|
|
$
|
—
|
|
Term note
|
$
|
14,820,353
|
|
Less amounts due within one year
|
2,888,290
|
|
|
Net long-term debt
|
$
|
11,932,063
|
|
October 1, 2016 to September 30, 2017
|
$
|
2,888,290
|
|
October 1, 2017 to September 30, 2018
|
2,985,693
|
|
|
October 1, 2018 to September 30, 2019
|
3,106,404
|
|
|
October 1, 2019 to September 30, 2020
|
3,226,113
|
|
|
October 1, 2020 to September 30, 2021
|
2,613,853
|
|
|
Total long-term debt
|
$
|
14,820,353
|
|
|
|
Total
|
||
October 1, 2016 to September 30, 2017
|
|
$
|
1,172,964
|
|
October 1, 2017 to September 30, 2018
|
|
1,171,870
|
|
|
October 1, 2018 to September 30, 2019
|
|
97,200
|
|
|
Total minimum lease commitments
|
|
$
|
2,442,034
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal year ended September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
57,545,036
|
|
|
$
|
51,589,923
|
|
|
$
|
53,951,547
|
|
|
$
|
59,808,943
|
|
Gross profit
|
3,150,962
|
|
|
2,989,165
|
|
|
4,464,503
|
|
|
8,275,942
|
|
||||
Operating income
|
1,781,357
|
|
|
1,502,959
|
|
|
3,237,759
|
|
|
7,124,863
|
|
||||
Net income
|
1,744,134
|
|
|
1,422,174
|
|
|
3,254,249
|
|
|
7,101,238
|
|
||||
Basic and diluted earnings per unit
|
$
|
119
|
|
|
$
|
97
|
|
|
$
|
223
|
|
|
$
|
487
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal year ended September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
65,858,591
|
|
|
$
|
59,944,217
|
|
|
$
|
53,978,969
|
|
|
$
|
60,913,516
|
|
Gross profit
|
21,316,731
|
|
|
5,350,271
|
|
|
6,259,132
|
|
|
10,463,868
|
|
||||
Operating income
|
19,962,726
|
|
|
4,202,249
|
|
|
5,119,545
|
|
|
9,390,591
|
|
||||
Net income
|
19,986,184
|
|
|
4,205,473
|
|
|
5,122,566
|
|
|
9,407,594
|
|
||||
Basic and diluted earnings per unit
|
$
|
1,368
|
|
|
$
|
288
|
|
|
$
|
351
|
|
|
$
|
644
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal year ended September 30, 2014
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
83,572,765
|
|
|
$
|
73,065,869
|
|
|
$
|
98,631,414
|
|
|
$
|
82,085,467
|
|
Gross profit
|
23,655,549
|
|
|
18,236,113
|
|
|
30,533,700
|
|
|
20,515,391
|
|
||||
Operating income
|
22,434,684
|
|
|
17,150,777
|
|
|
29,360,504
|
|
|
19,049,406
|
|
||||
Net income
|
21,737,799
|
|
|
17,152,209
|
|
|
29,364,504
|
|
|
19,007,162
|
|
||||
Basic and diluted earnings per unit
|
$
|
1,488
|
|
|
$
|
1,174
|
|
|
$
|
2,010
|
|
|
$
|
1,301
|
|
(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
|
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.
|
10.2
|
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.
|
10.3
|
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.
|
10.4
|
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.
|
10.5
|
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.
|
10.6
|
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.
|
10.7
|
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.
|
10.8
|
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.
|
10.9
|
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
|
10.10
|
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.
|
10.11
|
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.
|
10.12
|
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.
|
10.13
|
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.
|
10.14
|
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.
|
10.15
|
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
|
10.16
|
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
|
10.17
|
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
|
10.18
|
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
|
10.19
|
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
|
10.20
|
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
|
10.21
|
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
|
10.22
|
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
|
10.23
|
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
|
10.24
|
Termination Agreement between First National Bank of Omaha and Cardinal Ethanol, LLC dated October 8, 2013.
|
|
|
|
Exhibit 10.50 to the registrant's Form10-K filed with the Commission on November 27, 2013.
|
10.25
|
First Amendment of First Amended and Restated Construction Loan Agreement between First National Bank of Omaha and Cardinal Ethanol, LLC dated October 8, 2013.
|
|
|
|
Exhibit 10.51 to the registrant's Form10-K filed with the Commission on November 27, 2013.
|
10.26
|
Second Amendment of First Amended and Restated Construction Loan Agreement between First National Bank of Omaha and Cardinal Ethanol, LLC dated February 27, 2014.
|
|
|
|
Exhibit 10.1 to the registrant's Form10-Q filed with the Commission on May 6, 2014.
|
10.27
|
First Amended and Restated Declining Revolving Credit Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated February 27, 2014.
|
|
|
|
Exhibit 10.2 to the registrant's Form10-Q filed with the Commission on May 6, 2014.
|
10.28
|
Employee Bonus Plan, Amended and Restated for Fiscal Year 2014-15
|
|
|
|
Exhibit 10.54 to the registrant's Form10-K filed with the Commission on November 25, 2014.
|
10.29
|
Capstone Energy Agreement
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on April 2, 2015.
|
10.30
|
Fourth Amendment of First Amended and Restated Construction Loan Agreement dated effective March 31, 2015.
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on April 23, 2015.
|
10.31
|
Third Amendment of First Amended and Restated Construction Loan Agreement dated effective February 28, 2015
|
|
|
|
Exhibit 10.1 to the registrant's Form10-Q filed with the Commission on May 5, 2015.
|
10.32
|
Fifth Amendment of First Amended and Restated Construction Loan Agreement dated July 23, 2015
|
|
|
|
Exhibit 10.1 to the registrant's Form10-Q filed with the Commission on August 4, 2015.
|
10.33
|
Second Amended and Restated Declining Revolving Credit Note dated July 23, 2015
|
|
|
|
Exhibit 10.2 to the registrant's Form10-Q filed with the Commission on August 4, 2015.
|
10.34
|
First Amendment of Amended and Restated Construction Loan Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated July 23, 2015
|
|
|
|
Exhibit 10.3 to the registrant's Form10-Q filed with the Commission on August 4, 2015.
|
10.35
|
Employee Bonus Plan, Amended and Restated for Fiscal Year 2015-16
|
|
|
|
Exhibit 10.28 to the registrant's Form10-K filed with the Commission on November 20, 2015.
|
10.36
|
Sixth Amendment of First Amended and Restate Construction Loan Agreement dated effective February 28, 2016
|
|
|
|
Exhibit 10.1 to the registrant's Form10-Q filed with the Commission on May 9, 2016.
|
10.37
|
Seventh Amendment of First Amended and Restate Construction Loan Agreement dated effective May 6, 2016
|
|
|
|
Exhibit 10.2 to the registrant's Form10-Q filed with the Commission on May 9, 2016.
|
10.38
|
Second Amendment of First Amended and Restated Construction Loan Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated effective July 31, 2016
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on September 9, 2016
|
10.39
|
Term Credit Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated July 31, 2016
|
|
|
|
Exhibit 99.2 to the registrant's Form 8-K filed with the Commission on September 9, 2016
|
10.40
|
Third Amended and Restated Declining Revolving Credit Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated July 31, 2016
|
|
|
|
Exhibit 99.3 to the registrant's Form 8-K filed with the Commission on September 9, 2016
|
10.41
|
Eighth Amendment of First Amended and Restated Construction Loan Agreement dated effective July 21, 2016
|
|
|
|
Exhibit 99.4 to the registrant's Form 8-K filed with the Commission on September 9, 2016
|
10.42
|
Ninth Amendment of First Amended and Restated Construction Loan Agreement dated effective September 30, 2016
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on November 7, 2016
|
10.43
|
Employee Bonus Plan, Amended and Restated for Fiscal Year 2016-17
|
|
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, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of September 30, 2016 and September 30, 2015, (ii) Condensed Statements of Operations for fiscal years ended September 30, 2016, 2015 and 2014, (iii) Statements of Cash Flows for the fiscal years ended September 30, 2016, 2015, and 2014, (iv) Statements of Changes in Members' Equity, and (iv) the Notes to Financial Statements.**
|
|
|
|
|
|
|
|
CARDINAL ETHANOL, LLC
|
|
|
|
|
Date:
|
November 22, 2016
|
|
/s/ Jeffrey L. Painter
|
|
|
|
Jeffrey L. Painter
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
November 22, 2016
|
|
/s/ William Dartt
|
|
|
|
William Dartt
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
Date:
|
November 22, 2016
|
|
/s/ Robert Davis
|
|
|
|
Robert Davis. Chairman and Director
|
||
|
|
|
||
Date:
|
November 22, 2016
|
|
/s/ Dale Schwieterman
|
|
|
|
Dale Schwieterman, Director
|
||
|
|
|
||
Date:
|
November 22, 2016
|
|
/s/ Tom Chalfant
|
|
|
|
Tom Chalfant, Vice Chairman and Director
|
||
|
|
|
||
Date:
|
November 22, 2016
|
|
/s/ J. Phillip Zicht
|
|
|
|
J. Phillip Zicht, Director
|
||
|
|
|
||
Date:
|
November 22, 2016
|
|
/s/ Ralph Brumbaugh
|
|
|
|
Ralph Brumbaugh, Director
|
||
|
|
|
||
Date:
|
November 22, 2016
|
|
/s/ Thomas C. Chronister
|
|
|
|
Thomas C. Chronister, Secretary and Director
|
||
|
|
|
||
Date:
|
November 22, 2016
|
|
/s/ David Matthew Dersch
|
|
|
|
David Matthew Dersch, Director
|
||
|
|
|
||
Date:
|
November 22, 2016
|
|
/s/ Everett Leon Hart
|
|
|
|
Everett Leon Hart, Director
|
||
|
|
|
||
Date:
|
November 22, 2016
|
|
/s/ Cyril G. LeFevre
|
|
|
|
Cyril G. LeFevre, Director
|
||
|
|
|
||
Date:
|
November 22, 2016
|
|
/s/ C. Allan Rosar
|
|
|
|
C. Allan Rosar, Director
|
||
|
|
|
||
Date:
|
November 22, 2016
|
|
/s/ William Garth
|
|
|
|
William Garth, Director
|
||
|
|
|
||
Date:
|
November 22, 2016
|
|
/s/ Robert Baker
|
|
|
|
Robert Baker, Director
|
||
|
|
|
||
Date:
|
November 22, 2016
|
|
/s/ Lewis M. Roch III
|
|
|
|
Lewis M.Roch III, Director
|
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, 2016 to September 30, 2017 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, 2017 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, Individual Safety Participation, and Audits.
|
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)
|
•
|
Goal #1
Lead Rankings for Ethanol Yield based on 12 month rolling average - (Christianson Benchmarking; All Plants, undenatured, moisture adjusted gallons per bushel ground based on corn at 15%)(3% max payout)
|
•
|
Goal #2
Optimize Natural Gas Usage (BTU per Anhydrous Ethanol Gallon)(2% max payout)
|
•
|
Goal #3
Improve Corn Oil Yield based on 12 month rolling average - (Christianson Benchmarking; Pounds of Oil per Bushels Ground)(2% max payout)
|
•
|
Goal #4
Improve Safety Record - Individual Safety Participation; subject to verification and approval by management. (3% max payout)
|
•
|
NO........................................................................................... 0% payout
|
•
|
YES......................................................................................... 3% payout
|
•
|
Preliminary Financials ready in 5 days 9 of 12 months............. 1% payout
|
•
|
Preliminary Financials ready in 5 days 11 of 12 months........... 2% 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 22, 2016
|
|
/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 22, 2016
|
|
/s/ William Dartt
|
|
|
William Dartt, Chief Financial Officer
(Principal Financial and Accounting 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:
|
November 22, 2016
|
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 and Accounting Officer)
|
|
|
|
|
|
Dated:
|
November 22, 2016
|