x
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
|
|
For the fiscal year ended September 30, 2018
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|
|
|
OR
|
|
|
o
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
|
For the transition period from to .
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|
|
|
COMMISSION FILE NUMBER 000-53036
|
Indiana
|
|
20-2327916
|
||
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
||
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|
||
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.
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Page Number
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|
|
|
•
|
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;
|
•
|
Limitations and restrictions contained in the instruments and agreements governing any indebtedness; and
|
•
|
Decreases in export demand due to the imposition of tariffs by foreign governments on ethanol,distillers grains, and soybeans produced in the United States.
|
Product
|
|
Fiscal Year 2018
|
|
Fiscal Year 2017
|
|
Fiscal Year 2016
|
|||
Ethanol
|
|
77
|
%
|
|
83
|
%
|
|
78
|
%
|
Distillers Grains
|
|
19
|
%
|
|
14
|
%
|
|
18
|
%
|
Corn Oil
|
|
4
|
%
|
|
4
|
%
|
|
4
|
%
|
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 11/30/2015
|
18.11
|
14.50
|
|
2017
|
Statutory
|
24.00
|
15.00
|
|
EPA Rule 11/30/2016
|
19.28
|
15.00
|
2018
|
Statutory
|
26.00
|
15.00
|
|
EPA Rule 11/30/2017
|
19.29
|
15.00
|
Company
|
Current Capacity
(mmgy)
|
|
Archer Daniels Midland
|
1,716
|
|
POET Biorefining
|
1,711
|
|
Green Plains Renewable Energy
|
1,475
|
|
Valero Renewable Fuels
|
1,400
|
|
Flint Hill Resources LP
|
840
|
|
•
|
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
|
|||||||
2017 1
st
|
|
$
|
13,500
|
|
|
$
|
15,150
|
|
|
$
|
13,807
|
|
|
38
|
|
2017 2
nd
|
|
$
|
14,000
|
|
|
$
|
15,000
|
|
|
$
|
14,363
|
|
|
41
|
|
2017 3
rd
|
|
$
|
14,000
|
|
|
$
|
15,100
|
|
|
$
|
14,815
|
|
|
42
|
|
2017 4
th
|
|
$
|
15,500
|
|
|
$
|
15,600
|
|
|
$
|
15,591
|
|
|
22
|
|
2018 1
st
|
|
$
|
14,000
|
|
|
$
|
14,000
|
|
|
$
|
14,000
|
|
|
5
|
|
2018 2
nd
|
|
$
|
11,500
|
|
|
$
|
12,000
|
|
|
$
|
11,778
|
|
|
9
|
|
2018 3
rd
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
2018 4
th
|
|
$
|
9,500
|
|
|
$
|
9,985
|
|
|
$
|
9,781
|
|
|
12
|
|
Listing Quarter
|
|
Low Price
|
|
High Price
|
|
Average Price
|
|
# of
Units Listed
|
|||||||
2017 1
st
|
|
$
|
13,500
|
|
|
$
|
15,150
|
|
|
$
|
14,236
|
|
|
43
|
|
2017 2
nd
|
|
$
|
14,000
|
|
|
$
|
15,500
|
|
|
$
|
14,459
|
|
|
52
|
|
2017 3
rd
|
|
$
|
14,000
|
|
|
$
|
15,500
|
|
|
$
|
15,166
|
|
|
86
|
|
2017 4
th
|
|
$
|
15,400
|
|
|
$
|
17,000
|
|
|
$
|
16,000
|
|
|
47
|
|
2018 1
st
|
|
$
|
13,000
|
|
|
$
|
14,000
|
|
|
$
|
13,650
|
|
|
20
|
|
2018 2
nd
|
|
$
|
12,000
|
|
|
$
|
13,750
|
|
|
$
|
13,222
|
|
|
90
|
|
2018 3
rd
|
|
$
|
11,000
|
|
|
$
|
11,000
|
|
|
$
|
11,000
|
|
|
10
|
|
2018 4
th
|
|
$
|
9,985
|
|
|
$
|
11,800
|
|
|
$
|
11,354
|
|
|
9
|
|
Statement of Operations Data:
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Revenues
|
|
$
|
266,858,452
|
|
|
$
|
228,496,827
|
|
|
$
|
222,895,449
|
|
|
$
|
240,695,293
|
|
|
$
|
337,355,515
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost Goods Sold
|
|
251,670,473
|
|
|
209,241,617
|
|
|
204,014,877
|
|
|
197,305,291
|
|
|
244,414,762
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross Profit
|
|
15,187,979
|
|
|
19,255,210
|
|
|
18,880,572
|
|
|
43,390,002
|
|
|
92,940,753
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses
|
|
6,778,756
|
|
|
5,520,971
|
|
|
5,233,634
|
|
|
4,714,891
|
|
|
4,945,382
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income
|
|
8,409,223
|
|
|
13,734,239
|
|
|
13,646,938
|
|
|
38,675,111
|
|
|
87,995,371
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense), Net
|
|
(778,158
|
)
|
|
(309,615
|
)
|
|
(125,143
|
)
|
|
46,706
|
|
|
(733,697
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
|
$
|
7,631,065
|
|
|
$
|
13,424,624
|
|
|
$
|
13,521,795
|
|
|
$
|
38,721,817
|
|
|
$
|
87,261,674
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted Average Units Outstanding
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Per Unit
|
|
$
|
522
|
|
|
$
|
919
|
|
|
$
|
926
|
|
|
$
|
2,651
|
|
|
$
|
5,974
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Distributions Per Unit
|
|
$
|
950
|
|
|
$
|
1,175
|
|
|
$
|
1,630
|
|
|
$
|
3,500
|
|
|
$
|
4,547
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Current Assets
|
|
$
|
46,351,013
|
|
|
$
|
50,139,370
|
|
|
$
|
48,529,843
|
|
|
$
|
48,646,801
|
|
|
$
|
60,034,736
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Property and Equipment
|
|
96,948,671
|
|
|
107,936,389
|
|
|
104,461,078
|
|
|
107,998,425
|
|
|
105,632,776
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Assets
|
|
1,295,192
|
|
|
1,096,237
|
|
|
938,251
|
|
|
823,494
|
|
|
718,553
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
|
144,594,876
|
|
|
159,171,996
|
|
|
153,929,172
|
|
|
157,468,720
|
|
|
166,386,065
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
16,941,813
|
|
|
18,007,407
|
|
|
11,676,852
|
|
|
11,997,241
|
|
|
13,380,637
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-Term Debt
|
|
7,314,867
|
|
|
14,581,758
|
|
|
11,932,063
|
|
|
4,865,236
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Members' Equity
|
|
120,338,196
|
|
|
126,582,831
|
|
|
130,320,257
|
|
|
140,606,243
|
|
|
153,005,428
|
|
|
2018
|
|
2017
|
||||||||||
Statement of Operations Data
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Revenues
|
$
|
266,858,452
|
|
|
100.0
|
|
|
$
|
228,496,827
|
|
|
100.0
|
|
Cost of Goods Sold
|
251,670,473
|
|
|
94.3
|
|
|
209,241,617
|
|
|
91.6
|
|
||
Gross Profit
|
15,187,979
|
|
|
5.7
|
|
|
19,255,210
|
|
|
8.4
|
|
||
Operating Expenses
|
6,778,756
|
|
|
2.5
|
|
|
5,520,971
|
|
|
2.4
|
|
||
Operating Income
|
8,409,223
|
|
|
3.2
|
|
|
13,734,239
|
|
|
6.0
|
|
||
Other Expense, net
|
(778,158
|
)
|
|
(0.3
|
)
|
|
(309,615
|
)
|
|
(0.1
|
)
|
||
Net Income
|
$
|
7,631,065
|
|
|
2.9
|
|
|
$
|
13,424,624
|
|
|
5.9
|
|
|
2018
|
|
2017
|
||||||||
Revenue:
|
Amount
|
% of Total Revenues
|
|
Amount
|
% of Total Revenues
|
||||||
Ethanol production
|
$
|
222,847,401
|
|
83.5
|
%
|
|
$
|
228,496,827
|
|
100.0
|
%
|
Grain trading
|
44,011,051
|
|
16.5
|
|
|
—
|
|
—
|
|
||
Total Revenue
|
$
|
266,858,452
|
|
100.0
|
%
|
|
$
|
228,496,827
|
|
100.0
|
%
|
|
2018
|
|
2017
|
||||||||
Revenue Source
|
Amount
|
% of Revenues
|
|
Amount
|
% of Revenues
|
||||||
Ethanol Sales
|
$
|
171,669,232
|
|
77.0
|
%
|
|
$
|
188,860,886
|
|
82.7
|
%
|
Distillers Grains Sales
|
42,422,819
|
|
19.1
|
|
|
30,886,518
|
|
13.5
|
|
||
Corn Oil Sales
|
8,020,761
|
|
3.6
|
|
|
8,010,124
|
|
3.5
|
|
||
CO2 Sales
|
477,355
|
|
0.2
|
|
|
481,893
|
|
0.2
|
|
||
Other Revenue
|
257,234
|
|
0.1
|
|
|
257,406
|
|
0.1
|
|
||
Total Revenues
|
$
|
222,847,401
|
|
100.0
|
%
|
|
$
|
228,496,827
|
|
100.0
|
%
|
|
2018
|
|
2017
|
||||||||
Revenue Source
|
Amount
|
% of Revenues
|
|
Amount
|
% of Revenues
|
||||||
Soybean Sales
|
$
|
43,975,501
|
|
99.9
|
%
|
|
$
|
—
|
|
|
|
Other Revenue
|
$
|
35,550
|
|
0.1
|
|
|
|
|
|||
Total Revenues
|
$
|
44,011,051
|
|
100.0
|
%
|
|
$
|
—
|
|
—
|
%
|
|
2018
|
|
2017
|
||||||||
|
Amount
|
% of Revenues
|
|
Amount
|
% of Revenues
|
||||||
Soybeans
|
$
|
42,062,458
|
|
95.6
|
%
|
|
$
|
—
|
|
—
|
%
|
Total Cost of Goods Sold
|
$
|
42,062,458
|
|
95.6
|
%
|
|
$
|
—
|
|
—
|
%
|
|
2017
|
|
2016
|
||||||||||
Statement of Operations Data
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Revenues
|
$
|
228,496,827
|
|
|
100.0
|
|
|
$
|
222,895,449
|
|
|
100.0
|
|
Cost of Goods Sold
|
209,241,617
|
|
|
91.6
|
|
|
204,014,877
|
|
|
91.5
|
|
||
Gross Profit
|
19,255,210
|
|
|
8.4
|
|
|
18,880,572
|
|
|
8.5
|
|
||
Operating Expenses
|
5,520,971
|
|
|
2.4
|
|
|
5,233,634
|
|
|
2.3
|
|
||
Operating Income
|
13,734,239
|
|
|
6.0
|
|
|
13,646,938
|
|
|
6.2
|
|
||
Other Expense, net
|
(309,615
|
)
|
|
(0.1
|
)
|
|
(125,143
|
)
|
|
(0.1
|
)
|
||
Net Income
|
$
|
13,424,624
|
|
|
5.9
|
|
|
$
|
13,521,795
|
|
|
6.1
|
|
|
2017
|
|
2016
|
||||||||
Revenue Source
|
Amount
|
% of Revenues
|
|
Amount
|
% of Revenues
|
||||||
Ethanol Sales
|
$
|
188,860,886
|
|
82.7
|
%
|
|
$
|
173,252,481
|
|
77.7
|
%
|
Distillers Grains Sales
|
30,886,518
|
|
13.5
|
|
|
40,709,845
|
|
18.3
|
|
||
Corn Oil Sales
|
8,010,124
|
|
3.5
|
|
|
8,226,924
|
|
3.7
|
|
||
CO2 Sales
|
481,893
|
|
0.2
|
|
|
514,937
|
|
0.2
|
|
||
Other Revenue
|
257,406
|
|
0.1
|
|
|
191,262
|
|
0.1
|
|
||
Total Revenues
|
$
|
228,496,827
|
|
100
|
%
|
|
$
|
222,895,449
|
|
100
|
%
|
|
September 30, 2018
|
|
September 30, 2017
|
||||
Current Assets
|
$
|
46,351,013
|
|
|
$
|
50,139,370
|
|
Current Liabilities
|
16,941,813
|
|
|
18,007,407
|
|
||
Long-term Liabilities
|
7,314,867
|
|
|
14,581,758
|
|
||
Members' Equity
|
120,338,196
|
|
|
126,582,831
|
|
|
|
2018
|
|
2017
|
||||
Net cash provided by operating activities
|
|
$
|
25,369,114
|
|
|
$
|
21,535,242
|
|
Net cash used for investing activities
|
|
(2,064,437
|
)
|
|
(12,950,173
|
)
|
||
Net cash used for financing activities
|
|
(23,463,846
|
)
|
|
(13,650,819
|
)
|
||
Net decrease in cash & restricted cash
|
|
(159,169
|
)
|
|
(5,065,750
|
)
|
||
Cash & restricted cash, beginning of period
|
|
19,397,161
|
|
|
24,462,911
|
|
||
Cash & restricted cash, end of period
|
|
$
|
19,237,992
|
|
|
$
|
19,397,161
|
|
|
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
|
$
|
21,535,242
|
|
|
$
|
23,207,492
|
|
Net cash used for investing activities
|
|
(12,950,173
|
)
|
|
(6,931,007
|
)
|
||
Net cash used for financing activities
|
|
(13,650,819
|
)
|
|
(13,852,664
|
)
|
||
Net increase (decrease) in cash & restricted cash
|
|
(5,065,750
|
)
|
|
2,423,821
|
|
||
Cash & restricted cash, beginning of period
|
|
24,462,911
|
|
|
22,039,090
|
|
||
Cash & restricted cash, end of period
|
|
$
|
19,397,161
|
|
|
$
|
24,462,911
|
|
|
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
|
$
|
10,017,575
|
|
|
$
|
1,851,163
|
|
|
$
|
5,099,955
|
|
|
$
|
3,066,457
|
|
|
$
|
—
|
|
Operating Lease Obligations
|
10,115,700
|
|
|
2,676,660
|
|
|
7,103,880
|
|
|
335,160
|
|
|
|
||||||
Purchase Obligations
|
29,153,614
|
|
|
26,916,526
|
|
|
2,063,488
|
|
|
173,600
|
|
|
—
|
|
|||||
Total Contractual Cash Obligations
|
$
|
49,286,889
|
|
|
$
|
31,444,349
|
|
|
$
|
14,267,323
|
|
|
$
|
3,575,217
|
|
|
$
|
—
|
|
|
Fiscal Year Ended
|
Fiscal Year Ended
|
Fiscal Year Ended
|
||||||
|
September 30, 2018
|
September 30, 2017
|
September 30, 2016
|
||||||
Corn Derivative Contracts
|
$
|
1,994,778
|
|
$
|
2,003,473
|
|
$
|
6,134,582
|
|
Ethanol Derivative Contracts
|
(700,074
|
)
|
1,640,292
|
|
(218,066
|
)
|
|||
Natural Gas Derivative Contracts
|
165,590
|
|
205,523
|
|
(90,442
|
)
|
|||
Soybean Derivative Contracts
|
3,495,818
|
|
223,409
|
|
—
|
|
|||
Soybean Forward Purchase and Sales Contracts Derivatives
|
(1,344,332
|
)
|
(327,005
|
)
|
—
|
|
|||
Totals
|
$
|
3,611,780
|
|
$
|
3,745,692
|
|
$
|
5,826,074
|
|
|
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, 2018
|
Approximate Adverse Change to Income
|
|||||
Natural Gas
|
945,000
|
|
MMBTU
|
10
|
%
|
|
$
|
279,578
|
|
Ethanol
|
135,000,000
|
|
Gallons
|
10
|
%
|
|
$
|
17,010,000
|
|
Corn
|
39,459,275
|
|
Bushels
|
10
|
%
|
|
$
|
12,676,292
|
|
DDGs
|
303,665
|
|
Tons
|
10
|
%
|
|
$
|
4,099,478
|
|
Corn Oil
|
27,658,328
|
|
Pounds
|
10
|
%
|
|
$
|
732,946
|
|
Soybeans-Purchase
|
3,653,888
|
|
Bushels
|
10
|
%
|
|
$
|
2,833,590
|
|
Soybeans-Sale
|
4,861,473
|
|
Bushels
|
10
|
%
|
|
$
|
3,842,994
|
|
|
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, 2017
|
Approximate Adverse Change to Income
|
|||||
Natural Gas
|
1,262,500
|
|
MMBTU
|
10
|
%
|
|
$
|
367,009
|
|
Ethanol
|
130,000,000
|
|
Gallons
|
10
|
%
|
|
$
|
19,760,000
|
|
Corn
|
40,710,063
|
|
Bushels
|
10
|
%
|
|
$
|
14,146,747
|
|
DDGs
|
295,837
|
|
Tons
|
10
|
%
|
|
$
|
3,195,040
|
|
Corn Oil
|
23,165,660
|
|
Pounds
|
10
|
%
|
|
$
|
671,804
|
|
Soybeans - purchase
|
8,445,899
|
|
Bushels
|
10
|
%
|
|
$
|
7,766,004
|
|
ASSETS
|
September 30, 2018
|
|
September 30, 2017
|
||||
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash
|
$
|
17,989,013
|
|
|
$
|
18,995,755
|
|
Restricted cash
|
1,248,979
|
|
|
401,406
|
|
||
Trade accounts receivable
|
9,539,007
|
|
|
15,006,093
|
|
||
Miscellaneous receivables
|
519,721
|
|
|
384,508
|
|
||
Inventories
|
16,552,600
|
|
|
14,604,975
|
|
||
Prepaid and other current assets
|
170,953
|
|
|
253,791
|
|
||
Futures & Options Derivatives
|
281,438
|
|
|
489,531
|
|
||
Forward Purchase/Sales Derivatives
|
49,302
|
|
|
3,311
|
|
||
Total current assets
|
46,351,013
|
|
|
50,139,370
|
|
||
|
|
|
|
||||
Property, Plant, and Equipment
|
|
|
|
||||
Land and land improvements
|
22,507,849
|
|
|
22,454,661
|
|
||
Plant and equipment
|
158,084,612
|
|
|
156,035,099
|
|
||
Building
|
7,018,061
|
|
|
7,018,061
|
|
||
Office equipment
|
814,842
|
|
|
814,842
|
|
||
Vehicles
|
31,928
|
|
|
31,928
|
|
||
Construction in process
|
48,429
|
|
|
1,522,246
|
|
||
|
188,505,721
|
|
|
187,876,837
|
|
||
Less accumulated depreciation
|
(91,557,050
|
)
|
|
(79,940,448
|
)
|
||
Property, Plant, and Equipment, Net
|
96,948,671
|
|
|
107,936,389
|
|
||
|
|
|
|
||||
Other Assets
|
|
|
|
||||
Investment
|
1,295,192
|
|
|
1,096,237
|
|
||
Total other assets
|
1,295,192
|
|
|
1,096,237
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
144,594,876
|
|
|
$
|
159,171,996
|
|
LIABILITIES AND MEMBERS' EQUITY
|
September 30, 2018
|
|
September 30, 2017
|
||||
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts Payable
|
$
|
2,711,578
|
|
|
$
|
3,983,923
|
|
Accounts Payable - Grain
|
9,597,822
|
|
|
8,378,095
|
|
||
Accrued Expenses
|
1,289,929
|
|
|
1,381,734
|
|
||
Futures & Options Derivatives
|
274,118
|
|
|
264,357
|
|
||
Forward Purchase/Sales Derivatives
|
1,639,795
|
|
|
249,472
|
|
||
Current maturities of long-term debt
|
1,428,571
|
|
|
3,749,826
|
|
||
Total current liabilities
|
16,941,813
|
|
|
18,007,407
|
|
||
|
|
|
|
||||
Long-term debt, net of current maturities
|
7,314,867
|
|
|
14,581,758
|
|
||
|
|
|
|
||||
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
|
49,425,983
|
|
|
55,670,618
|
|
||
Total members' equity
|
120,338,196
|
|
|
126,582,831
|
|
||
|
|
|
|
||||
Total Liabilities and Members’ Equity
|
$
|
144,594,876
|
|
|
$
|
159,171,996
|
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||
|
|
September 30, 2018
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
266,858,452
|
|
|
$
|
228,496,827
|
|
|
$
|
222,895,449
|
|
|
|
|
|
|
|
|
||||||
Cost of Goods Sold
|
|
251,670,473
|
|
|
209,241,617
|
|
|
204,014,877
|
|
|||
|
|
|
|
|
|
|
||||||
Gross Profit
|
|
15,187,979
|
|
|
19,255,210
|
|
|
18,880,572
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Expenses
|
|
6,778,756
|
|
|
5,520,971
|
|
|
5,233,634
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Income
|
|
8,409,223
|
|
|
13,734,239
|
|
|
13,646,938
|
|
|||
|
|
|
|
|
|
|
||||||
Other Income (Expense)
|
|
|
|
|
|
|
||||||
Interest income
|
|
—
|
|
|
—
|
|
|
250
|
|
|||
Interest expense
|
|
(858,725
|
)
|
|
(362,188
|
)
|
|
(185,870
|
)
|
|||
Miscellaneous income
|
|
80,567
|
|
|
52,573
|
|
|
60,477
|
|
|||
Total
|
|
(778,158
|
)
|
|
(309,615
|
)
|
|
(125,143
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
7,631,065
|
|
|
$
|
13,424,624
|
|
|
$
|
13,521,795
|
|
|
|
|
|
|
|
|
||||||
Weight Average Units Outstanding - basic and diluted
|
|
14,606
|
|
|
14,606
|
|
|
14,606
|
|
|||
|
|
|
|
|
|
|
||||||
Net Income Per Unit - basic and diluted
|
|
$
|
522
|
|
|
$
|
919
|
|
|
$
|
926
|
|
|
|
|
|
|
|
|
||||||
Distributions Per Unit
|
|
$
|
950
|
|
|
$
|
1,175
|
|
|
$
|
1,630
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||
|
September 30, 2018
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||
|
|
|
|
|
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
7,631,065
|
|
|
$
|
13,424,624
|
|
|
$
|
13,521,795
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
|
|
||||||
Depreciation
|
11,624,076
|
|
|
10,876,179
|
|
|
9,698,309
|
|
|||
Change in fair value of commodity derivative instruments
|
1,562,186
|
|
|
(305,963
|
)
|
|
258,471
|
|
|||
Gain on disposal of fixed asset
|
(9,560
|
)
|
|
(6,600
|
)
|
|
—
|
|
|||
Non-cash dividend income
|
(198,955
|
)
|
|
(157,986
|
)
|
|
(114,757
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Trade accounts receivables
|
5,467,086
|
|
|
(3,431,246
|
)
|
|
387,510
|
|
|||
Miscellaneous receivable
|
(135,213
|
)
|
|
(248,991
|
)
|
|
249,188
|
|
|||
Inventories
|
(1,947,625
|
)
|
|
(2,511,506
|
)
|
|
1,660,983
|
|
|||
Prepaid and other current assets
|
82,838
|
|
|
(4,792
|
)
|
|
257,198
|
|
|||
Accounts payable
|
165,294
|
|
|
1,511,712
|
|
|
(1,144,090
|
)
|
|||
Accounts payable-corn
|
1,219,727
|
|
|
3,616,548
|
|
|
(1,995,627
|
)
|
|||
Accrued expenses
|
(91,805
|
)
|
|
(1,226,737
|
)
|
|
428,512
|
|
|||
Net cash provided by operating activities
|
25,369,114
|
|
|
21,535,242
|
|
|
23,207,492
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(118,953
|
)
|
|
(571,366
|
)
|
|
(6,452,884
|
)
|
|||
Payments for construction in process
|
(1,955,484
|
)
|
|
(12,385,407
|
)
|
|
(478,123
|
)
|
|||
Proceeds from sale of equipment
|
10,000
|
|
|
6,600
|
|
|
—
|
|
|||
Net cash used for investing activities
|
(2,064,437
|
)
|
|
(12,950,173
|
)
|
|
(6,931,007
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Distributions paid
|
(13,875,700
|
)
|
|
(17,162,050
|
)
|
|
(23,807,781
|
)
|
|||
Proceeds from line of credit
|
10,349,708
|
|
|
—
|
|
|
—
|
|
|||
Repayment on line of credit
|
(10,349,708
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from long-term debt
|
3,524,048
|
|
|
6,475,952
|
|
|
10,134,764
|
|
|||
Payments on long-term debt
|
(13,112,194
|
)
|
|
(2,964,721
|
)
|
|
(179,647
|
)
|
|||
Net cash used for financing activities
|
(23,463,846
|
)
|
|
(13,650,819
|
)
|
|
(13,852,664
|
)
|
|||
|
|
|
|
|
|
||||||
Net Increase (Decrease) in Cash and Restricted Cash
|
(159,169
|
)
|
|
(5,065,750
|
)
|
|
2,423,821
|
|
|||
|
|
|
|
|
|
||||||
Cash and Restricted Cash – Beginning of Period
|
19,397,161
|
|
|
24,462,911
|
|
|
22,039,090
|
|
|||
|
|
|
|
|
|
||||||
Cash and Restricted Cash – End of Period
|
$
|
19,237,992
|
|
|
$
|
19,397,161
|
|
|
$
|
24,462,911
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||
|
September 30, 2018
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||
|
|
|
|
|
|
||||||
Reconciliation of Cash and Restricted Cash
|
|
|
|
|
|
||||||
Cash - Balance Sheet
|
$
|
17,989,013
|
|
|
$
|
18,995,755
|
|
|
$
|
23,002,139
|
|
Restricted Cash - Balance Sheet
|
1,248,979
|
|
|
401,406
|
|
|
1,460,772
|
|
|||
Cash and Restricted Cash
|
$
|
19,237,992
|
|
|
$
|
19,397,161
|
|
|
$
|
24,462,911
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Interest paid
|
$
|
883,972
|
|
|
$
|
613,856
|
|
|
$
|
320,323
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Noncash Investing and Financing Activities
|
|
|
|
|
|
||||||
Construction costs included in accrued expenses and accounts payable
|
$
|
23,643
|
|
|
$
|
1,461,282
|
|
|
$
|
66,564
|
|
Construction period interest capitalized in property, plant and equipment
|
$
|
14,912
|
|
|
$
|
263,261
|
|
|
$
|
174,594
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
|
|
Member
|
|
Retained
|
|
||||
|
|
Contributions
|
|
Earnings
|
|
||||
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
|
|
|
||
|
|
|
|
|
|
||||
Net income for year ended September 30, 2017
|
|
—
|
|
|
13,424,624
|
|
|
||
|
|
|
|
|
|
||||
Members Distributions
|
|
—
|
|
|
(17,162,050
|
)
|
|
||
|
|
|
|
|
|
||||
Balance - September 30, 2017
|
|
70,912,213
|
|
|
55,670,618
|
|
|
||
|
|
|
|
|
|
||||
Net income for year ended September 30, 2018
|
|
—
|
|
|
7,631,065
|
|
|
||
|
|
|
|
|
|
||||
Members Distributions
|
|
—
|
|
|
(13,875,700
|
)
|
|
||
|
|
|
|
|
|
||||
Balance - September 30, 2018
|
|
$
|
70,912,213
|
|
|
$
|
49,425,983
|
|
|
•
|
Ethanol Production Division. Based on the nature of the products and production process and the expected financial results, the Company’s operations at its ethanol plant, including the production and sale of ethanol and its co-products, are aggregated into one financial reporting segment.
|
•
|
Trading Division. During 2017, the Company constructed a grain loading facility within our single site to buy, hold and sell inventories of agricultural grains, primarily soybeans. We perform no additional processing of these grains, unlike the corn inventory we hold and use in ethanol production. The activities of buying, selling and holding of grains other than for ethanol and co-product production comprise this financial reporting segment.
|
|
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 used to measure fair values to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
|
|
2018
|
|
2017
|
||||
Financial statement basis of assets
|
$
|
144,594,876
|
|
|
$
|
159,171,996
|
|
Organization and start-up costs
|
1,976,610
|
|
|
1,976,610
|
|
||
Book to tax depreciation and amortization
|
(78,383,631
|
)
|
|
(83,107,561
|
)
|
||
Book to tax derivative instruments
|
(330,740
|
)
|
|
(492,842
|
)
|
||
Capitalized inventory
|
(518,738
|
)
|
|
71,000
|
|
||
Income tax basis of assets
|
$
|
67,338,377
|
|
|
$
|
77,619,203
|
|
|
|
|
|
||||
Financial statement basis of liabilities
|
$
|
24,256,680
|
|
|
$
|
32,589,165
|
|
Book to tax derivative instruments
|
(1,913,913
|
)
|
|
(513,829
|
)
|
||
Accrued employee benefits
|
(511,753
|
)
|
|
(507,866
|
)
|
||
Income tax basis of liabilities
|
$
|
21,831,014
|
|
|
$
|
31,567,470
|
|
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
|
February 14, 2017
|
|
200
|
|
|
2,921,200
|
|
|
February 2017
|
||
May 16, 2017
|
|
275
|
|
|
4,016,650
|
|
|
May 2017
|
||
August 14, 2017
|
|
100
|
|
|
1,460,600
|
|
|
August 2017
|
||
Totals
|
|
$
|
1,175
|
|
|
$
|
17,162,050
|
|
|
|
Date Declared
|
|
Distribution Declared Per Unit
|
|
Total Distribution Amount
|
|
Month Distribution Paid
|
||||
November 21, 2017
|
|
$
|
400
|
|
|
$
|
5,842,400
|
|
|
December 2017
|
February 20, 2018
|
|
200
|
|
|
2,921,200
|
|
|
February 2018
|
||
May 15, 2018
|
|
100
|
|
|
1,460,600
|
|
|
June 2018
|
||
August 21, 2018
|
|
250
|
|
|
3,651,500
|
|
|
August 2018
|
||
Totals
|
|
$
|
950
|
|
|
$
|
13,875,700
|
|
|
|
|
September 30, 2018
|
|
September 30, 2017
|
||||
Ethanol Division:
|
|
|
|
||||
Raw materials
|
$
|
7,053,371
|
|
|
$
|
5,754,084
|
|
Work in progress
|
1,299,716
|
|
|
1,354,346
|
|
||
Finished goods
|
1,929,177
|
|
|
2,722,869
|
|
||
Spare parts
|
2,927,438
|
|
|
2,633,371
|
|
||
Ethanol Division Subtotal
|
$
|
13,209,702
|
|
|
$
|
12,464,670
|
|
Trading Division:
|
|
|
|
||||
Grain inventory
|
$
|
3,342,898
|
|
|
$
|
2,140,305
|
|
Trading Division Subtotal
|
$
|
3,342,898
|
|
|
$
|
2,140,305
|
|
Total Inventories
|
$
|
16,552,600
|
|
|
$
|
14,604,975
|
|
Instrument
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
|
|
|
||||
Ethanol futures and options contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
118,062
|
|
Corn futures and options contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
156,056
|
|
Soybean futures and options contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
281,438
|
|
|
$
|
—
|
|
Soybean forward purchase and sales contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
49,302
|
|
|
1,639,795
|
|
Instrument
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
Ethanol futures and options contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
89,019
|
|
Corn futures and options contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
489,531
|
|
|
$
|
—
|
|
Soybean futures and options contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
—
|
|
|
$
|
175,338
|
|
Soybean forward purchase contracts
|
Commodity Derivative Instruments - Current
|
|
$
|
3,311
|
|
|
$
|
249,473
|
|
Instrument
|
Statement of Operations Location
|
Amount
|
||
Corn Futures and Options Contracts
|
Cost of Goods Sold
|
$
|
1,994,778
|
|
Ethanol Futures and Options Contracts
|
Revenues
|
(700,074
|
)
|
|
Natural Gas Futures and Options Contracts
|
Cost of Goods Sold
|
165,590
|
|
|
Soybean Futures and Options Contracts
|
Cost of Goods Sold
|
3,495,818
|
|
|
Soybean Forward Purchase and Sales Contracts
|
Cost of Goods Sold
|
(1,344,332
|
)
|
|
Totals
|
|
$
|
3,611,780
|
|
Instrument
|
Statement of Operations Location
|
Amount
|
||
Corn Futures and Options Contracts
|
Cost of Goods Sold
|
$
|
2,003,473
|
|
Ethanol Futures and Options Contracts
|
Revenues
|
1,640,292
|
|
|
Natural Gas Futures and Options Contracts
|
Cost of Goods Sold
|
205,523
|
|
|
Soybean Futures and Options Contracts
|
Cost of Goods Sold
|
223,409
|
|
|
Soybean Forward Purchase Contracts
|
Cost of Goods Sold
|
(327,005
|
)
|
|
Totals
|
|
$
|
3,745,692
|
|
Instrument
|
Statement of Operations Location
|
Amount
|
||
Corn Futures and Options Contracts
|
Cost of Goods Sold
|
$
|
6,134,582
|
|
Ethanol Futures and Options Contracts
|
Revenues
|
(218,066
|
)
|
|
Natural Gas Futures and Options Contracts
|
Cost of Goods Sold
|
(90,442
|
)
|
|
Totals
|
|
$
|
5,826,074
|
|
Derivatives
|
Carrying Amount
|
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
Corn Futures and Options Contracts
|
$
|
(156,056
|
)
|
$
|
(156,056
|
)
|
$
|
(164,625
|
)
|
$
|
8,569
|
|
$
|
—
|
|
Ethanol Futures and Options Contracts
|
$
|
(118,062
|
)
|
$
|
(118,062
|
)
|
$
|
(118,062
|
)
|
$
|
—
|
|
$
|
—
|
|
Soybean Futures and Options Contracts
|
$
|
281,438
|
|
$
|
281,438
|
|
$
|
281,438
|
|
$
|
—
|
|
$
|
—
|
|
Soybean Forward Purchase Contracts
|
$
|
(1,590,493
|
)
|
$
|
(1,590,493
|
)
|
$
|
—
|
|
$
|
(1,590,493
|
)
|
$
|
—
|
|
Soybean Inventory
|
$
|
3,342,898
|
|
$
|
3,342,898
|
|
$
|
—
|
|
$
|
3,342,898
|
|
$
|
—
|
|
Derivatives
|
Carrying Amount
|
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
Corn Futures and Options Contracts
|
$
|
489,351
|
|
$
|
489,351
|
|
$
|
489,351
|
|
|
|
$
|
—
|
|
|
Ethanol Futures and Options Contracts
|
$
|
(89,019
|
)
|
$
|
(89,019
|
)
|
$
|
(89,019
|
)
|
$
|
—
|
|
$
|
—
|
|
Soybean Futures and Options Contracts
|
$
|
(175,338
|
)
|
$
|
(175,338
|
)
|
$
|
(175,338
|
)
|
$
|
—
|
|
$
|
—
|
|
Soybean Forward Purchase Contracts
|
$
|
(246,162
|
)
|
$
|
(246,162
|
)
|
$
|
—
|
|
$
|
(246,162
|
)
|
$
|
—
|
|
Soybean Inventory
|
$
|
2,140,305
|
|
$
|
2,140,305
|
|
$
|
—
|
|
$
|
2,140,305
|
|
$
|
—
|
|
Grain Load Out Facility Loan
|
$
|
8,743,438
|
|
Less amounts due within one year
|
1,428,571
|
|
|
Net long-term debt
|
$
|
7,314,867
|
|
October 1, 2018 to September 30, 2019
|
$
|
1,428,571
|
|
October 1, 2019 to September 30, 2020
|
1,428,571
|
|
|
October 1, 2020 to September 30, 2021
|
1,428,571
|
|
|
October 1, 2021 to September 30, 2022
|
1,428,571
|
|
|
October 1, 2022 to September 30, 2023
|
3,029,154
|
|
|
Total long-term debt
|
$
|
8,743,438
|
|
|
|
Total
|
||
October 1, 2018 to September 30, 2019
|
|
$
|
2,676,660
|
|
October 1, 2019 to September 30, 2020
|
|
2,928,960
|
|
|
October 1, 2020 to September 30, 2021
|
|
2,163,960
|
|
|
October 1, 2021 to September 30, 2022
|
|
2,010,960
|
|
|
October 1, 2022 to September 30, 2023
|
|
335,160
|
|
|
Total minimum lease commitments
|
|
$
|
10,115,700
|
|
|
Fiscal Year Ended
|
||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||
Revenue:
|
|
|
|
||||
Ethanol production
|
$
|
222,847,401
|
|
|
$
|
228,496,827
|
|
Grain trading
|
$
|
44,011,051
|
|
|
$
|
—
|
|
Total Revenue
|
$
|
266,858,452
|
|
|
$
|
228,496,827
|
|
|
|
|
|
||||
|
Fiscal Year Ended
|
||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||
Gross Profit:
|
|
|
|
||||
Ethanol production
|
$
|
13,239,386
|
|
|
$
|
19,255,210
|
|
Grain trading
|
$
|
1,948,593
|
|
|
$
|
—
|
|
Total Gross Profit
|
$
|
15,187,979
|
|
|
$
|
19,255,210
|
|
|
|
|
|
||||
|
Fiscal Year Ended
|
||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||
Operating Income:
|
|
|
|
||||
Ethanol production
|
$
|
7,234,593
|
|
|
$
|
13,734,239
|
|
Grain trading
|
$
|
1,174,630
|
|
|
$
|
—
|
|
Total Operating Income
|
$
|
8,409,223
|
|
|
$
|
13,734,239
|
|
|
September 30, 2018
|
|
September 30, 2017
|
||||
Grain Inventories:
|
|
|
|
||||
Ethanol production
|
$
|
7,053,371
|
|
|
$
|
5,754,084
|
|
Grain trading
|
$
|
3,342,898
|
|
|
$
|
2,140,305
|
|
Total Grain Inventories
|
$
|
10,396,269
|
|
|
$
|
7,894,389
|
|
|
|
|
|
||||
|
September 30, 2018
|
|
September 30, 2017
|
||||
Total Assets:
|
|
|
|
||||
Ethanol production
|
$
|
128,960,169
|
|
|
$
|
156,548,789
|
|
Grain trading
|
$
|
15,634,707
|
|
|
$
|
2,623,207
|
|
Total Assets
|
$
|
144,594,876
|
|
|
$
|
159,171,996
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal year ended September 30, 2018
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
55,855,489
|
|
|
$
|
65,712,336
|
|
|
$
|
71,197,328
|
|
|
$
|
74,093,297
|
|
Gross profit
|
3,401,352
|
|
|
3,142,752
|
|
|
4,112,343
|
|
|
4,531,533
|
|
||||
Operating income
|
1,762,604
|
|
|
1,455,485
|
|
|
2,245,623
|
|
|
2,945,516
|
|
||||
Net income
|
1,604,508
|
|
|
1,248,869
|
|
|
2,013,668
|
|
|
2,764,025
|
|
||||
Basic and diluted earnings per unit
|
$
|
110
|
|
|
$
|
85
|
|
|
$
|
138
|
|
|
$
|
189
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal year ended September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
58,054,764
|
|
|
$
|
59,473,502
|
|
|
$
|
50,900,700
|
|
|
$
|
60,067,861
|
|
Gross profit
|
8,604,588
|
|
|
4,455,502
|
|
|
253,179
|
|
|
5,941,941
|
|
||||
Operating income (Loss)
|
7,417,831
|
|
|
3,020,636
|
|
|
(1,258,167
|
)
|
|
4,553,939
|
|
||||
Net income (Loss)
|
7,298,037
|
|
|
2,901,298
|
|
|
(1,237,591
|
)
|
|
4,462,880
|
|
||||
Basic and diluted earnings (loss) per unit
|
$
|
500
|
|
|
$
|
199
|
|
|
$
|
(85
|
)
|
|
$
|
305
|
|
|
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
|
|
(1)
|
Financial Statements
|
(2)
|
Financial Statement Schedules
|
Exhibit No.
|
Exhibit
|
|
Filed Herewith
|
|
Incorporated by Reference
|
3.1
|
|
|
|
Exhibit 3.1 to the registrant's registration statement on Form SB-2 (Commission File 333-131749) filed on February 10, 2006.
|
|
3.1A
|
|
|
|
Exhibit 3.1A to the registrant's registration statement on Form SB-2 (Commission File 333-131749) filed on February 10, 2006.
|
|
3.2
|
|
|
|
Exhibit 3.2 to the registrant's registration statement on Form SB-2 (Commission File 333-131749) filed on February 10, 2006.
|
|
4.1
|
|
|
|
Exhibit 4.2 to the registrant's registration statement on Form SB-2 (Commission File 333-131749) filed on February 10, 2006.
|
|
10.1
|
|
|
|
Exhibit 10.19 to the registrant's Form 10-KSB filed with the Commission on December 22, 2006.
|
|
10.2
|
|
|
|
Exhibit 10.21 to the registrant's Form 10-KSB filed with the Commission on December 22, 2006.
|
|
10.3
|
|
|
|
Exhibit 10.25 to the registrant's Form 10-KSB filed with the Commission on December 22, 2006.
|
|
10.4
|
|
|
|
Exhibit 10.29 to the registrant's Form 10-QSB filed with the Commission on February 14, 2007.
|
|
10.5
|
|
|
|
Exhibit 10.32 to the registrant's Form 10-QSB filed with the Commission on May 15, 2007.
|
|
10.6
|
|
|
|
Exhibit 10.33 to the registrant's Form 10-QSB filed with the Commission on May 15, 2007.
|
|
10.7
|
|
|
|
Exhibit 10.34 to the registrant's Form 10-QSB filed with the Commission on August 3, 2007.
|
|
10.8
|
|
|
|
Exhibit 10.37 to the registrant's Form 10-KSB filed with the Commission on December 17, 2007.
|
10.9
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-QSB filed with the Commission on August 14, 2008
|
|
10.10
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on July 7, 2009.
|
|
10.11
|
|
|
|
Exhibit 10.6 to the registrant's Form 10-K filed with the Commission on December 28, 2009.
|
|
10.12
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on May 14, 2010.
|
|
10.13
|
|
|
|
Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on May 14, 2010.
|
|
10.14
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on August 12, 2010.
|
|
10.15
|
|
|
|
Exhibit 10.35 to the registrant's Form 10-K filed with the Commission on December 13, 2011
|
|
10.16
|
|
|
|
Exhibit 10.36 to the registrant's Form 10-K filed with the Commission on December 13, 2011
|
|
10.17
|
|
|
|
Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
|
10.18
|
|
|
|
Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
|
10.19
|
|
|
|
Exhibit 10.3 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
|
10.20
|
|
|
|
Exhibit 10.4 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
|
10.21
|
|
|
|
Exhibit 10.6 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
10.22
|
|
|
|
Exhibit 10.7 to the registrant's Form 10-Q filed with the Commission on August 7, 2013
|
|
10.23
|
|
|
|
|
Exhibit 10.39 to the registrant's Form10-K filed with the Commission on November 27, 2013.
|
10.24
|
|
|
|
Exhibit 10.40 to the registrant's Form10-K filed with the Commission on November 27, 2013.
|
|
10.25
|
|
|
|
Exhibit 10.1 to the registrant's Form10-Q filed with the Commission on May 6, 2014.
|
|
10.26
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on April 2, 2015.
|
|
10.27
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on April 23, 2015.
|
|
10.28
|
|
|
|
Exhibit 10.1 to the registrant's Form10-Q filed with the Commission on May 5, 2015.
|
|
10.29
|
|
|
|
Exhibit 10.1 to the registrant's Form10-Q filed with the Commission on August 4, 2015.
|
|
10.30
|
|
|
|
Exhibit 10.3 to the registrant's Form10-Q filed with the Commission on August 4, 2015.
|
|
10.31
|
|
|
|
Exhibit 10.1 to the registrant's Form10-Q filed with the Commission on May 9, 2016.
|
|
10.32
|
|
|
|
Exhibit 10.2 to the registrant's Form10-Q filed with the Commission on May 9, 2016.
|
|
10.33
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on September 9, 2016
|
|
10.34
|
|
|
|
Exhibit 99.2 to the registrant's Form 8-K filed with the Commission on September 9, 2016
|
|
10.35
|
|
|
|
Exhibit 99.3 to the registrant's Form 8-K filed with the Commission on September 9, 2016
|
|
10.36
|
|
|
|
Exhibit 99.4 to the registrant's Form 8-K filed with the Commission on September 9, 2016
|
|
10.37
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on November 7, 2016
|
10.38
|
|
|
|
Exhibit 10.43 to the registrant's Form10-K filed with the Commission on November 22, 2016.
|
|
10.39
|
|
|
|
Exhibit 10.1 to the registrant's Form10-Q filed with the Commission on May 8, 2017.
|
|
10.40
|
|
|
|
Exhibit 10.2 to the registrant's Form10-Q filed with the Commission on May 8, 2017.
|
|
10.41
|
|
|
|
Exhibit 10.3 to the registrant's Form10-Q filed with the Commission on May 8, 2017.
|
|
10.42
|
|
|
|
Exhibit 10.4 to the registrant's Form10-Q filed with the Commission on May 8, 2017.
|
|
10.43
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on November 29, 2017
|
|
10.44
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on January 30, 2018
|
|
10.45
|
|
|
|
Exhibit 99.2 to the registrant's Form 8-K filed with the Commission on January 30, 2018
|
|
10.46
|
|
|
|
Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on February 28, 2018
|
|
10.47
|
|
X
|
|
|
|
10.48
|
|
X
|
|
|
|
14.1
|
|
|
|
Exhibit 14.1 to the registrant's Form 10-K filed with the Commission on December 13, 2012
|
|
31.1
|
|
X
|
|
|
|
31.2
|
|
X
|
|
|
|
32.1
|
|
X
|
|
|
|
32.2
|
|
X
|
|
|
|
101
|
The following financial information from Cardinal Ethanol, LLC's Annual Report for the Fiscal Year Ended September 30, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of September 30, 2018 and September 30, 2017, (ii) Condensed Statements of Operations for fiscal years ended September 30, 2018, 2017 and 2016, (iii) Statements of Cash Flows for the fiscal years ended September 30, 2018, 2017, and 2016, (iv) Statements of Changes in Members' Equity, and (iv) the Notes to Financial Statements.**
|
|
|
|
|
|
|
|
CARDINAL ETHANOL, LLC
|
|
|
|
|
Date:
|
November 21, 2018
|
|
/s/ Jeffrey L. Painter
|
|
|
|
Jeffrey L. Painter
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
November 21, 2018
|
|
/s/ William Dartt
|
|
|
|
William Dartt
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
Date:
|
November 21, 2018
|
|
/s/ Robert J. Davis
|
|
|
|
Robert J. Davis, Chairman and Director
|
||
|
|
|
||
Date:
|
November 21, 2018
|
|
/s/ Dale Schwieterman
|
|
|
|
Dale Schwieterman, Director
|
||
|
|
|
||
Date:
|
November 21, 2018
|
|
/s/ Tom Chalfant
|
|
|
|
Tom Chalfant, Vice Chairman and Director
|
||
|
|
|
||
Date:
|
November 21, 2018
|
|
/s/ J. Phillip Zicht
|
|
|
|
J. Phillip Zicht, Director
|
||
|
|
|
||
Date:
|
November 21, 2018
|
|
/s/ Ralph Brumbaugh
|
|
|
|
Ralph Brumbaugh, Director
|
||
|
|
|
||
Date:
|
November 21, 2018
|
|
/s/ Thomas C. Chronister
|
|
|
|
Thomas C. Chronister, Secretary and Director
|
||
|
|
|
||
Date:
|
November 21, 2018
|
|
/s/ David M. Dersch, Jr.
|
|
|
|
David M. Dersch, Jr., Director
|
||
|
|
|
||
Date:
|
November 21, 2018
|
|
/s/ Steven J. Snider
|
|
|
|
Steven J. Snider, Director
|
||
|
|
|
||
Date:
|
November 21, 2018
|
|
/s/ Cyril G. LeFevre
|
|
|
|
Cyril G. LeFevre, Director
|
||
|
|
|
||
Date:
|
November 21, 2018
|
|
/s/ C. Allan Rosar
|
|
|
|
C. Allan Rosar, Director
|
||
|
|
|
||
Date:
|
November 21, 2018
|
|
/s/ William R. Garth
|
|
|
|
William R. Garth, Director
|
||
|
|
|
||
Date:
|
November 21, 2018
|
|
/s/ Robert Baker
|
|
|
|
Robert Baker, Director
|
||
|
|
|
||
Date:
|
November 21, 2018
|
|
|
|
|
|
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, 2018 to September 30, 2019 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, 2019 once the fiscal year end results are calculated, reviewed, 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 goal accomplishments 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 = 7½% payout
|
–
|
Payout Level 3…………………………… $20,000,000 and above
= 10% 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)
|
1)
|
Ranking below the top 30%.................………………....
0% payout
|
2)
|
Ranking in the top 30% - 20%...................………….......
1% payout
|
3)
|
Ranking between 20% - 15%...............……………….....
2% payout
|
4)
|
Ranking in the top 15%...............………………………..
3% payout
|
•
|
Goal #2
Optimize Natural Gas Usage (BTU per Anhydrous Ethanol Gallon) (2% max payout)
|
1)
|
26,500 or more……….…………………………………
0% payout
|
2)
|
26,499 - 25,751 ………………………………………….
1% payout
|
3)
|
25,750 or less …………………………………………….
2% payout
|
•
|
Goal #3
Improve Corn Oil Yield based on 12 month rolling average - (Christianson Benchmarking; Pounds of Oil per Bushels Ground) (2% max payout)
|
1)
|
Ranking below the top 30%……………………………....
0% payout
|
2)
|
Ranking between 30% and 20%…………………………
.
1% payout
|
3)
|
Ranking in the top 20%.......……………………………….
2% payout
|
•
|
Goal #4
Improve Safety Record -
Individual
Safety Participation; subject to verification and approval by management. (3% max payout)
|
1)
|
Safety Committee Meeting and Employee Participation (1% max payout)
|
◦
|
Employee Participation Menu (One item per employee)
|
2)
|
Near Miss Reporting (complete 2) (1% max payout)
|
◦
|
Two (2) Near Miss Reports completed (Plant, Internal Control, Cyber)
|
3)
|
Improve ERI Audit Score (based on bi-annual Audit scores/ranking) (1% max payout)
|
•
|
Goal # 1
- Direct Farm Visits (Individual) (3% max. payout)
|
1)
|
Less than three (3) farm visits………………….…………………………..
0% payout
|
2)
|
Three (3) to Five (5) farm visits………………..…………………………..
1% payout
|
3)
|
Six (6) to Seven (7) farm visits………………………………………………
2% payout
|
4)
|
Eight (8) or more farm visits…………………………………………………
3% payout
|
•
|
Goal # 2
- Advanced Marketing Alternative Contracts: Increase revenue by “selling” alternative grain contracts. Contracts included in this goal are: HTAs, Averaging, Bushels Only/Premium Offers, Minimum Priced, Min/Max Priced, Accumulators, and Managed Bushels with annual true-up (Group) (2% max. payout)
|
1)
|
Less than 7.5% of all bushels are added value contracts.…….........................
0% payout
|
2)
|
7.5% - 10% of all bushels are value added contracts..……………................... 1% payout
|
3)
|
Greater than 10% of all bushels are value added contracts…............................ 2% payout
|
•
|
Goal # 3
- Grain Trading Revenue (end of year annual true-up) (2% max. payout)
|
1)
|
Trading P & L Gross Margin of
>
$375,000……….……………………........ 1% payout
|
2)
|
Trading P & L Gross Margin of
>
$500,000……….……………………........ 2% payout
|
•
|
Goal # 4
- Improve Safety Record:
Individual
Safety Participation; subject to verification and approval by management. (3% max payout)
|
1)
|
Safety Committee Meeting and
Individual
Employee Participation (1% max payout)
|
◦
|
Individual Employee Participation Menu
|
◦
|
Two (2) Near Miss Reports completed (Plant, Internal Control, Cyber)
|
•
|
Completion after December 15, 2018 ............................................. 0% payout
|
•
|
Completion on or before December 15, 2018 ................................. 1% payout
|
•
|
Completion on or before December 1, 2018 .................................... 2% payout
|
•
|
Completion on or before Thanksgiving 2018 .................................. 3% payout
|
•
|
Ranking below the 2
nd
Quartile..............………………………................. 0% payout
|
•
|
Ranking in the 2
nd
Quartile.........……………………………………......... 1% payout
|
•
|
Ranking in the 1
st
Quartile...…………………………………………........ 2% payout
|
•
|
Ranking below the top 35%......……………………………………........ 0% payout
|
•
|
Ranking in the top 35% - 30%..................……………………................. 1% payout
|
•
|
Ranking in the top 30% - 20%.............……..…………………................ 1 ½ payout
|
•
|
Ranking in the top 20%................………………………………….......... 2% payout
|
•
|
Ranking below the top 30%.....................………….…………................ 0% payout
|
•
|
Ranking between 30% and 20%...............……..……………................... 1% payout
|
•
|
Ranking in the top 20%......................................…………........................ 2% payout
|
•
|
Less than 130,000,000 gallons …………………………………………… ..0% payout
|
•
|
>
130,000,000 gallons ……………………………………………………...1% payout
|
•
|
>
134,000,000 gallons ……………………………………………………..2% payout
|
•
|
>
138,000,000 gallons …………………………………………………….. 3% payout
|
•
|
Identify and Complete
ALL
PSM required task, capital and non-capital projects,
|
•
|
Ranking below the 2
nd
Quartile..............………………………................ 0% payout
|
•
|
Ranking in the 2
nd
Quartile.........…………………………………….........
1% payout
|
•
|
Ranking in the 1
st
Quartile...…………………………………………........ 2% payout
|
•
|
Ranking outside of the top 20 plants ……………………………. ........... 0% payout
|
•
|
Top 20 Benchmarking rank for all plants ………………………..............
1% payout
|
•
|
Leader (top 25% ranking for all plants) …………………………............. 3% payout
|
•
|
Annual Maintenance Shutdown not to exceed 240 hours…………........... 1% payout
|
•
|
Downtime outside of Annual Maintenance Shutdown
|
–
|
More than 240 hours downtime……………………………………..
0% payout
|
–
|
240 to 193 hours downtime ………………………………………….. 1% payout
|
–
|
192 to 145 hours downtime…………………………………………… 2% payout
|
–
|
144 hours downtime or less ………………………………………….. 3% payout
|
•
|
Identify and Complete
ALL
PSM required task, capital and non-capital projects,
|
•
|
Ranking below the 2
nd
Quartile..............………………………................... 0% payout
|
•
|
Ranking in the 2
nd
Quartile.........……………………………………........... 2% payout
|
•
|
Ranking in the 1
st
Quartile...………………………………………….......... 3% payout
|
•
|
>1 EHS violations resulting in fines (EPA, OSHA, IDEM, etc.) 0% payout
|
•
|
1 (one) EHS violations resulting in fines <$10,000 2% payout
|
•
|
No EHS violations resulting in fines (EPA, OSHA, IDEM, etc.)
4% payout
|
•
|
Identify and Complete
ALL
PSM required task, capital and non-capital projects,
|
•
|
Has all OSHA training been completed by 9-30-19?
|
1)
|
Leadership/Management/Coaching
- Develop and Support Mid-management (5%)
|
2)
|
Staff Development and Training
- Develop programs and processes for employee success (2%)
|
3)
|
Production & Capacity Goals
(Based on Denatured Production) (3%)
|
1)
|
Fiscal Year End Production
>
130,000,000 MG………………. 1% payout
|
2)
|
Fiscal Year End Production
>
134,000,000 MG………............. 2% payout
|
3)
|
Fiscal Year End Production
>
138,000,000 MG………............. 3% 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 21, 2018
|
|
/s/ Jeffrey L. Painter
|
|
|
|
Jeffrey L. 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 21, 2018
|
|
/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/ Jeffrey L. Painter
|
|
|
Jeffrey L. Painter, President and
|
|
|
Principal Executive Officer
|
|
|
|
|
|
Dated:
|
November 21, 2018
|
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 21, 2018
|