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EXCEL - IDEA: XBRL DOCUMENT - SOUTHWEST IOWA RENEWABLE ENERGY, LLCFinancial_Report.xls
EX-32.1 - SOUTHWEST IOWA RENEWABLE ENERGY, LLCexhibit321_042612.htm
EX-32.2 - SOUTHWEST IOWA RENEWABLE ENERGY, LLCexhibit322_042612.htm
EX-31.2 - SOUTHWEST IOWA RENEWABLE ENERGY, LLCexhibit312_042612.htm
EX-31.1 - SOUTHWEST IOWA RENEWABLE ENERGY, LLCexhibit311_042612.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
(Mark one)
 
R
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarterly period ended March 31, 2012
   
£
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the transition period from _________ to __________
   
 
Commission file number 000-53041
   
SOUTHWEST IOWA RENEWABLE ENERGY, LLC
(Exact name of registrant as specified in its charter)
   
Iowa
20-2735046
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
10868 189th Street, Council Bluffs, Iowa 51503
(Address of principal executive offices)
   
(712) 366-0392
(Registrant’s telephone number, including area code)
   
__________________________________________________________________
(Former name, former address and former fiscal year, of changed since last report)
   
Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes R    No £
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes R    No £
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer                                            £      Accelerated filer £      Non-accelerated filer £      Smaller reporting company R
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes £    No R
 
As of March 31, 2012, the issuer had 8,805 Series A Units, 3,334 Series B Units, and 1,000 Series C Units issued and outstanding.

 
 
 

 


TABLE OF CONTENTS
 
PART I-FINANCIAL INFORMATION
Item No.
Item Matter
Page No.
Item 1.
Financial Statements
1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
Item 3.
Qualitative and Quantitative Disclosure About Market Risk
29
Item 4.
Controls and Procedures
29
     
 
PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings
30
Item 1A.
Risk Factors
30
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
30
Item 3.
Defaults Upon Senior Securities
30
Item 4.
Mine Safety Disclosures
30
Item 5.
Other Information
30
Item 6.
Exhibits
30
 
Signatures
35
 
Certifications
See Exhibits 31 and 32

 

 



 
 

 


PART I—FINANCIAL INFORMATION

Item 1.                                Financial Statements.

SOUTHWEST IOWA RENEWABLE ENERGY, LLC
 
Balance Sheets
ASSETS
March 31, 2012
September 30, 2011
 
(Unaudited)
 
Current Assets
       
Cash and cash equivalents
$
10,072,970
$
11,006,590
Restricted cash
 
302,127
 
301,361
Accounts receivable
 
334,799
 
224,176
Accounts receivable, related party
 
12,186,321
 
17,642,245
Due from broker
 
2,704,846
 
3,428,450
Derivative financial instruments
 
161,288
 
-
Inventory
 
11,493,884
 
11,198,147
Prepaid expenses and other
 
1,490,968
 
1,107,354
           Total current assets
 
38,747,203
 
44,908,323
         
Property, Plant, and Equipment
       
Land
 
2,064,090
 
2,064,090
Plant, Building and Equipment
 
204,038,946
 
203,749,761
Office and Other Equipment
 
742,360
 
742,360
Total Cost
 
206,845,396
 
206,556,211
Accumulated Depreciation
 
(47,993,686)
 
(42,293,441)
              Net property and equipment
 
158,851,710
 
164,262,770
         
Other Assets
       
Financing costs, net of amortization of $2,567,831 and $2,341,400
 
1,625,174
 
1,538,733
         Total other assets
 
1,625,174
 
1,538,733
Total Assets
$
199,224,087
$
     210,709,826
 
Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.


 

 
1

 


SOUTHWEST IOWA RENEWABLE ENERGY, LLC
 
Balance Sheets
LIABILITIES AND MEMBERS’ EQUITY
March 31,
2012
September 30,
 2011
 
(Unaudited)
 
Current Liabilities
       
Accounts payable
$
1,838,305
$
2,090,561
Accounts payable, related parties
 
6,140,010
 
5,239,128
Derivative financial instruments, related party
 
429,826
 
2,097,075
Derivative financial instruments
 
-
 
2,875,075
Accrued expenses
 
2,470,673
 
2,615,092
Accrued expenses, related parties
 
1,568,460
 
3,831,583
Distributions payable
 
1,000,000
 
-
Current maturities of notes payable
 
14,173,828
 
21,236,780
Total current liabilities
 
27,621,102
$
39,985,294
 
Long Term Liabilities
       
     Notes payable, less current maturities
 
118,320,614
 
121,400,805
     Other
 
550,012
 
600,010
            Total long term liabilities
 
118,870,626
 
122,000,815
 
Commitments and Contingencies
 
       
Members’ Equity
       
 Members’ capital, 13,139 Units issued and outstanding
 
76,474,111
 
76,474,111
  Accumulated (deficit)
 
(23,741,752)
 
(27,750,394)
Total members’ equity
 
52,732,359
 
48,723,717
Total Liabilities and Members’ Equity
$
199,224,087
$
210,709,826
 
Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.



 
 
2

 

 
 
 
 
SOUTHWEST IOWA RENEWABLE ENERGY, LLC
 
Statements of Operations (Unaudited)
 
 
 
     
Three Months
Ended
March 31,
 2012
   
Three Months
Ended
March 31,
2011
   
Six Months
Ended
March 31,  
2012
   
Six Months
Ended
March 31, 
 2011
                         
 
Revenues
$
89,879,969
 
$
79,436,677
 
$
185,076,652
 
$
141,702,420
 
Cost of Goods Sold
                     
 
  Cost of goods sold-non hedging
 
90,795,551
   
68,834,264
   
176,611,926
   
126,978,677
 
  Realized & unrealized hedging (gains)
  and losses
 
(346,427)
   
7,723,971
   
(3,737,067)
   
8,611,790
 
Cost of Goods Sold
 
90,449,124
   
76,558,235
   
172,874,859
   
135,590,467
                         
 
Gross Margin (Loss)
 
(569,155)
   
2,878,442
   
12,201,793
   
6,111,953
                         
 
General and Administrative Expenses
 
1,016,884
   
1,158,462
   
2,329,701
   
2,359,350
                         
 
Operating Income (Loss)
 
(1,586,039)
   
1,719,980
   
9,872,092
   
3,752,603
                         
 
Other  (Income) Expense
                     
 
Interest income
 
(6,830)
   
(3,037)
   
(11,547)
   
(7,009)
 
Interest expense
 
2,458,627
   
2,446,374
   
4,932,991
   
4,885,938
 
(Gain)Loss on disposal of fixed assets
 
10,503
   
-
   
10,503
   
-
 
Miscellaneous income
 
(61,659)
   
(49,326)
   
(68,497)
   
(55,977)
 
Total
 
2,400,641
   
2,394,011
   
4,863,450
   
4,822,952
                         
 
Net Income (Loss)
$
(3,986,680)
 
$
(674,031)
 
$
5,008,642
 
$
(1,070,349)
                         
 
Weighted Average Units
                     
 
Outstanding—Basic & Diluted
 
13,139
   
13,139
   
13,139
   
13,139
 
Net  income (loss) per unit–basic & diluted
 
$
 
(303.42)
 
 
$
 
(51.30)
 
 
$
 
381.20
 
 
$
 
(81.46)


         Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.

 
 
3

 


SOUTHWEST IOWA RENEWABLE ENERGY, LLC
     
           
Condensed Statements of Cash Flows (Unaudited)
     
 
Six Months Ended
March 31, 2012
 
Six Months Ended
March 31, 2011
 
(Unaudited)
 
(Unaudited)
   
Cash Flows from Operating Activities
         
Net  income (loss)
$
5,008,642
 
$
(1,070,349)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
         
operating activities:
        Depreciation
 
 
5,707,147
   
 
8,091,624
        Amortization
 
226,431
   
195,874
        Loss on disposal of property
 
10,502
   
-
         (Increase) decrease in current assets:
          Accounts receivable
 
5,345,301
   
854,985
          Inventories
 
(295,737)
   
(6,810,741)
     Prepaid expenses and other
 
(586,277)
   
(1,319,966)
     Derivative financial instruments
 
(1,667,249)
   
(5,124,918)
     Due from broker
 
723,604
   
(1,107,625)
  Decrease in other non-current liabilities
 
(49,998)
   
(49,998)
   Increase (decrease) in current liabilities:
         
     Accounts payable
 
648,625
   
2,882,081
      Derivative financial instruments
 
(3,036,362)
   
1,036,988
     Accrued expenses
 
(690,783)
   
2,471,337
Net cash provided by (used in) operating activities
 
11,343,846
   
49,292
Cash Flows from Investing Activities
         
Purchase of property and equipment
 
(307,589)
   
(2,517,294)
Increase in restricted cash
 
(767)
   
(300,607)
     Proceeds from sale of equipment
 
1,000
   
-
Net cash (used in) investing activities
 
(307,356)
   
(2,817,901)
Cash Flows from Financing Activities
         
Payments for financing costs
 
(110,205)
   
-
Proceeds from borrowings
 
4,198,000
   
7,300,000
   Payments on borrowings  
(16,057,905)
   
(6,369,812)
 
Net cash (used in) financing activities
 
(11,970,110)
   
930,188
Net increase (decrease)  in cash and cash equivalents
 
(933,620)
   
(1,838,421)
 
Cash and Equivalents—Beginning of Period
 
 
11,006,590
   
 
3,432,544
Cash and Equivalents—End of Period
$
10,072,970
 
$
1,594,123
           
Supplemental Disclosures of Noncash Investing
         
     And Financing Activities
         
      Use of deposit for purchase of assets, payment of financing costs
$
202,662
 
$
0
      Accrued interest included in long term debt
 
1,716,762
 
 
1,638,305
Cash Paid for Interest
 
5,750,450
   
3,034,955


Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.



 
 
4

 


SOUTHWEST IOWA RENEWABLE ENERGY, LLC
Notes to Condensed Financial Statements (unaudited)
March 31, 2012
Note 1:  Nature of Business
 
Southwest Iowa Renewable Energy, LLC (the “Company”), located in Council Bluffs, Iowa, was formed in March, 2005 and began producing ethanol in February, 2009.  The Company operates at 100% of its 110 million gallon nameplate capacity.  The Company sells its ethanol, modified wet distillers grains with solubles, corn syrup and corn oil in the continental United States.  The Company sells its dried distillers grains with solubles in the continental United States, Mexico, and the Pacific Rim.
 
Note 2:  Summary of Significant Accounting Policies
 
Basis of Presentation and Other Information
 
The balance sheet as of September 30, 2011 was derived from the Company’s audited balances as of that date.  The accompanying financial statements as of and for the three and six months ended March 31, 2012 and 2011 are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods.  These unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto, for the year ended September 30, 2011 (“Fiscal 2011”) contained in the Company’s Annual Report on Form 10-K.  The results of operations for the interim periods presented are not necessarily indicative of the results for the entire year.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.
 
Cash & Cash Equivalents
 
The Company considers all highly liquid debt instruments purchased with a maturity of three months or less when purchased to be cash equivalents.
 
Restricted Cash
 
The Company has restricted cash used as collateral for a loan with the Iowa Department of Economic Development (“IDED”).
 
Financing Costs
 
Financing costs incurred in obtaining debt financing are recorded at cost.  The Company began amortizing these costs using the effective interest method over the terms of the agreements.  Costs associated with the debt financing in progress are capitalized and will be accounted for over the term of the final agreement or written off if the financing agreements do not occur.
 
Concentration of Credit Risk
 
The Company’s cash balances are maintained in bank deposit accounts which at times may exceed federally-insured limits.  The Company has not experienced any losses in such accounts.
 
Revenue Recognition
 
The Company sells ethanol and related products pursuant to marketing agreements.  Revenues are recognized when the marketing company (the “Customer”) has taken title to the product, prices are fixed or determinable and collectability is reasonably assured.  The Company’s products are generally shipped FOB loading point.  The Company’s ethanol sales are handled through an ethanol agreement (the “Ethanol Agreement”) with Bunge North America, Inc. (“Bunge”).  Syrup, dried distillers grains and solubles, and modified wet distillers grains with solubles (co-products) are sold through a distillers grains agreement (the “DG Agreement”) with Bunge, which sets the price based on the market price to third parties.  Marketing fees, agency fees, and commissions due to
 

 
 
5

 

Southwest Iowa Renewable Energy, LLC
Notes to Condensed Financial Statements (unaudited)
 
Note 2:  Summary of Significant Accounting Policies (continued)
 
the marketers are paid separately from the settlement for the sale of the ethanol products and co-products and are included as a component of cost of goods sold.  Shipping and handling costs incurred by the Company for the sale of ethanol and co-products are included in cost of goods sold.
 
Accounts Receivable

Trade accounts receivable are recorded at original invoice amounts less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis.  Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering customers’ financial condition, credit history and current economic conditions.  As of March 31, 2012, management had determined no allowance is necessary.  Receivables are written off when deemed uncollectible and recoveries of receivables written off are recorded when received.

Incentive Compensation Plan
 
The Company established an incentive compensation plan under which employees may be awarded equity appreciation units and equity participation units.  The fair value of the awards is amortized over the vesting period set for each award.  The units outstanding as of March 31, 2012, vest three years from the grant date. 

 
Investment in Commodities Contracts, Derivative Instruments and Hedging Activities
 
The Company’s operations and cash flows are subject to fluctuations due to changes in commodity prices.  The Company is subject to market risk with respect to the price and availability of corn, the principal raw material used to produce ethanol and ethanol by-products.  Exposure to commodity price risk results from its dependence on corn in the ethanol production process.  In general, rising corn prices result in lower profit margins and, therefore, represent unfavorable market conditions.  This is especially true when market conditions do not allow the Company to pass along increased corn costs to customers.  The availability and price of corn is subject to wide fluctuations due to unpredictable factors such as weather conditions, farmer planting decisions, governmental policies with respect to agriculture and international trade and global demand and supply.
 
To minimize the risk and the volatility of commodity prices, primarily related to corn and ethanol, the Company uses various derivative instruments, including forward corn, ethanol and distillers grains purchase contracts, over-the-counter and exchange-trade futures and option contracts.  When the Company has sufficient working capital available, it enters into derivative contracts to hedge its exposure to price risk related to forecasted corn needs and forward corn purchase contracts.  The Company uses cash, futures and options contracts to hedge changes to the commodity prices of corn and ethanol.
 
Management has evaluated the Company’s contracts to determine whether the contracts are derivative instruments. Certain contracts that literally meet the definition of a derivative may be exempted from derivative accounting as normal purchases or normal sales.  Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business.  Contracts that meet the requirements of normal purchases or sales are documented as normal and exempted from the accounting and reporting requirements of derivative accounting.   Gains and losses on contracts that are designated as normal purchases or normal sales contracts are not recognized until quantities are delivered or utilized in production.
 
The Company applies the normal purchase and sale exemption to forward contracts relating to ethanol and distillers grains and solubles and therefore these forward contracts are not marked to market. As of March 31, 2012, the Company was committed to sell 5,729,032 gallons of ethanol and 38,368 tons of distillers grains and solubles.
 
Forward corn purchase contracts initiated after September 28, 2010 are not exempt from the accounting and reporting requirements of derivative accounting as the Company elected to net settle its forward corn contracts.  Because there is no physical delivery associated with net-settled forward contracts, the Company no longer applies the normal purchase and sale exemption under derivative accounting for forward purchases of corn.
 



 
 
6

 

Southwest Iowa Renewable Energy, LLC
Notes to Condensed Financial Statements (unaudited)
 
Note 2:  Summary of Significant Accounting Policies (continued)
 
Changes in fair value of our forward corn contracts, which are marked to market each period, are included in costs of goods sold.  As of March 31, 2012, the Company was committed to purchasing 5.45 million bushels of corn on a forward contract basis resulting in a total commitment of approximately $32,094,827.  These forward contracts had a fair value of approximately $31,665,016 at March 31, 2012.
 
In addition, the Company enters into short-term cash, options and futures contracts as a means of managing exposure to changes in commodity prices.  The Company enters into derivative contracts to hedge the exposure to volatile commodity price fluctuations.  The Company maintains a risk management strategy that uses derivative instruments to minimize significant, unanticipated earnings fluctuations caused by market volatility.  The Company’s specific goal is to protect itself from large moves in commodity costs.  All derivatives are designated as non-hedge derivatives and the contracts will be accounted for at fair value.  Although the contracts are considered economic hedges of specified risks, they are not designated as and accounted for as hedging instruments.
 
The Company is exposed to certain risks related to ongoing business operations.  The primary risks that the Company manages by using forward or derivative instruments are price risk on anticipated purchases of corn and sales of ethanol.
 
As part of its trading activity, the Company uses futures and option contracts offered through regulated commodity exchanges to reduce risk and risk of loss in the market value of inventories.  To reduce that risk, the Company generally takes positions using cash and futures contracts and options.  The gains or losses are included in revenue if the contracts relate to ethanol and cost of goods sold if the contracts relate to corn. During the six months ended March 31, 2012 and 2011, the Company recorded a combined realized and unrealized (gain) loss of ($3,737,067) and $8,611,790, respectively, as a component of cost of goods sold.
 
The Company is subject to market risk with respect to the price and availability of corn, the principal raw material used to produce ethanol and ethanol co-products.  In general, rising corn prices result in lower profit margins and, therefore, represent unfavorable market conditions.  This is especially true when market conditions do not allow the Company to pass along increased corn costs to customers.  The availability and price of corn is subject to wide fluctuations due to unpredictable factors such as weather conditions, farmer planting decisions, governmental policies with respect to agriculture and international trade and global demand and supply.
 

 

 

 

 
 
 
 

 
 
7

 


Southwest Iowa Renewable Energy, LLC
Notes to Condensed Financial Statements (unaudited)

 
Note 2:  Summary of Significant Accounting Policies (continued)
 
The effect of derivatives on the gross margin for the three and six months ended March 31, 2012 and 2011 is summarized below:
 
   
 
 
 
Balance Sheet Classification
 
Number of
Bushels at
March 31,2012
 
 
 
Fair Value at
March 31, 2012
 
 
Fair Value at
September 30, 2011
                     
 
Derivative financial
instruments, related party (1)
 
Current Asset/(Current liability)
 
 
5,071,447
 
$
 
(429,826)
 
$
 
(2,097,075)
 
 
 
Derivative financial
instruments, related party (2)
 
 
Current Asset(Current Liability)
 
 
 
3,030,000
 
 
$
 
 
161,288
 
 
$
 
 
(2,875,075)
 
  (1)   Forward Contracts                   
(2) Futures Contracts                  

 
   
 
Statement of
Operations
 Classification
 
 
Three Months
 Ended March 31,
 2012
   
 
Three Months
 Ended March 31,
 2011
                 
 
Realized (gains) losses
 
Cost of Goods Sold
$
(45,559)
 
$
3,760,029
 
Unrealized (gains) losses
 
Cost of Goods Sold
 
(300,868)
   
3,963,942
 
Net realized and unrealized (gains) losses
   
 
$
 
(346,427)
 
 
$
 
7,723,971

 
   
 
Statement of
Operations
 Classification
 
 
Six Months
Ended March
 31, 2012
   
 
Six Months
 Ended March
31, 2011
                 
 
Realized (gains) losses
 
Cost of Goods Sold
$
966,545
 
$
4,647,848
 
Unrealized (gains) losses
 
Cost of Goods Sold
 
(4,703,612)
   
3,963,942
 
Net realized and unrealized (gains) losses
   
 
$
 
(3,737,067)
 
 
$
 
8,611,790

 

 
Inventory
 
Inventory is stated at the lower of cost or market value using the average cost method.  Market value is based on current replacement values, except that it does not exceed net realizable values and it is not less than the net realizable values reduced by an allowance for normal profit margin.
 
Property and Equipment
 
Property and equipment are stated at cost.  Depreciation is computed using the straight-line method over the following estimated useful lives:
 
 
   Buildings                                                        
40 Years
 
   Process Equipment   
10 - 20 Years
 
   Office Equipment   
3-7 Years
 
       
 
 
 
Maintenance and repairs are charged to expense as incurred; major improvements and betterments are capitalized.  Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset
 

 
 
8

 

Southwest Iowa Renewable Energy, LLC
 
Notes to Condensed Financial Statements (unaudited)
 
Note 2:  Summary of Significant Accounting Policies (continued)
 
may not be recoverable.   An impairment loss would be recognized when estimated undiscounted future cash flows from operations are less than the carrying value of the asset group.  An impairment loss would be measured by the amount by which the carrying value of the asset exceeds the fair value of the asset.  In accordance with Company policies, management found no event to have occurred that would trigger an evaluation of the plant for possible impairment on future cash flows from operations.
 
Income Taxes
 
The Company has elected to be treated as a partnership for federal and state income tax purposes and generally does not incur income taxes.  Instead, the Company’s earnings and losses are included in the income tax returns of the members.  Therefore, no provision or liability for federal or state income taxes has been included in these financial statements.
 
Management has evaluated the Company’s tax positions under the Financial Accounting Standards Board issued guidance on accounting for uncertainty in income taxes and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance.  With few exceptions, the Company is no longer subject to income tax examinations by the U.S. Federal, state or local authorities for the years before 2008.
 
Net income (loss) per unit
 
Income (Loss) per unit has been computed on the basis of the weighted average number of units outstanding during each period presented.
 
Fair value of financial instruments
 
The carrying amounts of cash and cash equivalents, derivative financial instruments, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short term nature of these instruments.  The Company believes it is not practical to estimate the fair value of debt.
 
Risks and Uncertainties
 
The Volumetric Ethanol Excise Tax Credit (“VEETC”) expired on December 31, 2011.  Given the ongoing debate in budget discussions in the U.S. Congress, it does not appear likely that the VEETC will be reinstated.  It is likely that the elimination of the VEETC will have a negative impact on the price of ethanol and the demand for ethanol in the market due to reduced discretionary blending of ethanol.  Discretionary blending occurs when gasoline blenders use ethanol to reduce the cost of blended gasoline.  However, due to the Renewable Fuels Standard (the “RFS”), demand for ethanol may continue to mirror the RFS requirement.  If the RFS is reduced or eliminated, the decrease in demand for ethanol related to the elimination of VEETC may be more substantial.
 
Note 3:  Inventory
 
Inventory is comprised of the following at:
 
 
 
March 31,
2012
 
 
    September 30, 
 2011
           
Raw materials – corn
$
3,770,331
 
$
1,737,842
Supplies and chemicals
 
2,454,080
   
2,167,919
    Work in process
 
2,325,555
   
2,026,188
     Finished goods
 
2,943,918
   
5,266,198
Total
$
11,493,884
 
$
11,198,147

 

 

 
 
9

 

Southwest Iowa Renewable Energy, LLC
 
Notes to Condensed Financial Statements (unaudited)
 
Note 4:                      Members’ Equity
 
At March 31, 2012 and September 30, 2011 outstanding member units were:
 
A Units
8,805
B Units
3,334
C Units
1,000

The Series A, B and C unit holders all vote on certain matters with equal rights.  The Series C unit holders as a group have the right to elect one Board member.  The Series B unit holders as a group have the right to elect the number of members to our Company’s Board of Directors (the “Board”) which bears the same proportion to the total number of directors in relation to Series B outstanding units to total outstanding units.  Series A unit holders as a group have the right to elect the remaining number of directors not elected by the Series C and B unit holders.
 
Our Board declared our first distribution of $76.11 per membership unit in March, 2012 for unit holders of record as of April 1, 2012.  We did not declare or pay any distributions to our unit holders during our 2011 fiscal year.  Our Board has complete discretion over the timing and the amount of distributions to our unit holders, subject to certain financial covenants required by our senior credit facility, and subject to the consent of the institutional holders of our subordinated debt.  Without our primary lender’s approval, we may make distributions in an amount less than 30% of our previous year’s net income provided we are not in default of our loans.   The consent of the institutional holders of our subordinated debt is required for all distributions. Our financial covenants are discussed in greater detail in  Note 5.  Our operating agreement requires the board of directors to endeavor to make cash distributions at such times and in such amounts as will permit our unit holders to satisfy their income tax liability in a timely fashion.   
 
Note 5:                      Revolving Loan/Credit Agreements

AgStar

The Company is party to a Credit Agreement (the “Credit Agreement”) with AgStar Financial Services, PCA (“AgStar”) and a group of lenders (together, the “Lenders”) for an original maximum amount of $126,000,000 senior secured debt, consisting of a $101,000,000 term loan, a term revolver of $10,000,000 and a revolving working capital term facility of $15,000,000.  Borrowings under the loan include a variable interest rate based on LIBOR plus 4.45% for each advance under the Credit Agreement.  On September 1, 2011, the Company elected to convert 50% of the term loan into a fixed rate loan of 6%.  The portion of the term loan not fixed and the term revolving line of credit accrues interest equal to LIBOR plus 4.45%, with a 6% floor. The Credit Agreement requires compliance with certain financial and nonfinancial covenants.

As of March 31, 2012, the Company was in compliance with all required covenants. Borrowings under the Credit Agreement are collateralized by substantially all of the Company’s assets.  We are required to maintain $8,000,000 of working capital (of which we had $16,612,938 at March 31, 2012) and maintain a tangible net worth (as defined by the Credit Agreement) of $93,705,925 (of which we had $98,800,830 at March 31, 2012) under the Credit Agreement.  The term credit facility of $101,000,000 requires monthly principal payments.  The loan is amortized over 114 months and matures five years after the conversion date, August 1, 2014.  The term of the $15,000,000 revolving working capital facility matures on March 31, 2013. Any borrowings are subject to borrowing base restrictions as well as certain prepayment penalties.  The $10,000,000 term revolver is interest only until maturity on August 1, 2014.
 
Under the terms of the Credit Agreement, the Company may draw the lesser of $15,000,000 or 75 percent of eligible accounts receivable and eligible inventory on the working capital line. The balance on the working capital line was $0 and $3,500,000 at March 31, 2012 and September 30, 2011 with $15,000,000 and $11,500,000 available for use at March 31, 2012 and September 30, 2011.   As part of the revolving line of credit, the Company may request letters of credit to be issued up to a maximum of $5,000,000 in the aggregate.    There were no outstanding letters of credit as of March 31, 2012.   The balance on the term revolver
 


 
 
10

 


Southwest Iowa Southwest Iowa Renewable Energy, LLC
Notes to Condensed Financial Statements (unaudited)

Note 5:                      Revolving Loan/Credit Agreements (continued)

 
was $10,000,000 and $10,000,000 at March 31, 2012 and September 30, 2011 with no additional amounts available for use at March 31, 2012 and September 30, 2011.
 
As of March 31, 2012 and September 30, 2011, the outstanding balance under the Credit Agreement was $84,924,782 and $96,753,936, respectively.  In addition to all the other payments due under the Credit Agreement, the Company also agreed to pay, beginning at the end of the year ended September 30, 2010 (“Fiscal 2010”), an amount equal to 65% of the Company’s Excess Cash Flow (as defined in the Credit Agreement), up to a total of $4,000,000 per year, and $16,000,000 over the term of the Credit Agreement.  The excess cash flow payment was modified by the Second Amendment to the Amended and Restated Credit Agreement dated June 30, 2011, whereby the Company also agreed to pay, beginning at the end of the Fiscal 2011, an amount equal to 65% of the Company’s Excess Cash Flow (as defined in the Credit Agreement), up to a total of $6,000,000 per year, and $24,000,000 over the term of the Credit Agreement.  An excess cash flow payment of $3,757,406 for Fiscal 2011 is due and payable in four equal installments in the year ending September 30, 2012 (“Fiscal 2012”) with $1,878,703 remaining to be paid at March 31, 2012.
 
Bunge
 
Bunge N.A. Holdings, Inc. (“Holdings”), an affiliate of Bunge, extended credit to the Company under a subordinated convertible term note, originally dated August 26, 2009, due on August 31, 2014, repayment of which is subordinated to the Credit Agreement (the “Holdings Note”).  The Holdings Note is convertible into Series U Units, at the option of Holdings, at the price of $3,000 per Unit.   Interest accrues at the rate of 7.5 percent over six-month LIBOR.  Principal and interest may be paid only after payment in full under the Credit Agreement.  There are no Series U Units outstanding at March 31, 2012.  As of March 31, 2012, and September 30, 2011, there was $32,789,641 and $31,663,730 outstanding under the Holdings Note, respectively.  There was $452,743 and $425,500 of accrued interest (included in accrued expenses, related parties) due to Holdings as of March 31, 2012 and September 30, 2011, respectively.

The Company entered into a revolving note with Holdings originally dated August 26, 2009, due on August 31, 2014, repayment of which is subordinated to the Credit Agreement (the “Holdings Revolving Note”), providing for the extension of a maximum of $10,000,000 in revolving credit.  Holdings has a commitment, subject to certain conditions, to advance up to $3,750,000 at the Company’s request under the Holdings Revolving Note; amounts in excess of $3,750,000 may be advanced by Holdings in its discretion.  Interest accrues at the rate of 7.5 percent over six-month LIBOR.  While repayment of the Holdings Revolving Note is subordinated to the Credit Agreement, the Company may make payments on the Revolving Note so long as it is in compliance with its borrowing base covenant and there is not a payment default under the Credit Agreement. As of March 31, 2012 and September 30, 2011, the balance outstanding was $3,000,000 and $3,000,000, respectively, under the Holdings Revolving Note.
 
ICM
 
ICM, Inc. (“ICM”) is party to a subordinated convertible term note (the “ICM Term Note”), which is convertible at the option of ICM into Series C Units at a conversion price of $3,000 per unit.  As of March 31, 2012 and September 30, 2011, there was $11,294,869 and $10,903,000 outstanding under the ICM Term Note.  There was $156,427 and $146,500 of accrued interest (included in accrued expenses, related parties) due to ICM as of March 31, 2012 and September 30, 2011, respectively.

 
 
11

 

Southwest Iowa Southwest Iowa Renewable Energy, LLC
Notes to Condensed Financial Statements (unaudited)

Note 5:                      Revolving Loan/Credit Agreements (continued)

Notes Payable
 
Notes payable consists of the following as of March 31, 2012 and September 30, 2011:
 
   
 
 
March 31,
 2012
 
 
September 30,
 2011
$300,000 Note payable to IDED, a non-interest bearing obligation with monthly payments of $2,500 due through the maturity date of March 2016 on the non-forgivable portion. (A)
 
 
$
 
 
265,000
 
 
$
 
 
280,000
 
$200,000 Note payable to IDED, a non-interest bearing obligation with monthly payments of $1,667 due through the maturity date of March 2012 on the non-forgivable portion. (A)
 
 
 
 
-
 
 
 
 
8,333
         
Convertible Notes payable to unitholders, bearing interest at LIBOR plus 7.50-10.5% (8.28% at March 31, 2012); maturity on August 31, 2014.
 
198,867
   
         
Note payable to affiliate Bunge, N.A., bearing interest at LIBOR plus 7.50-10.5% (8.28% at March 31, 2012); maturity on August 31, 2014.
 
32,789,641
 
31,663,730
         
Note payable to affiliate ICM, bearing interest at LIBOR plus 7.50-10.5% (8.28% at March 31, 2012); maturity on August 31, 2014.
 
 
 
11,294,869
 
 
 
10,902,885
         

Term facility payable to AgStar bearing interest at LIBOR plus 4.45%, with a 6.00% floor (6.00% at March 31, 2012); maturity on August 1, 2014.
 
37,812,902
37,111,880
 
 
43,593,856
39,660,080
 
 
         
Term revolver payable to AgStar bearing interest at LIBOR plus 4.45%, with a 6.00% floor (6.00% at March 31, 2012); maturity on August 1, 2014.
 
10,000,000
 
10,000,000
         
$15 million revolving working capital term facility payable to AgStar bearing interest at LIBOR plus 4.45% with a 6.00% floor (6.00% at December 31, 2011), maturing March 31, 2013.
 
-
 
3,500,000
         
Capital  leases payable to AgStar bearing interest at 3.088% maturing May 15, 2013.
 
21,283
 
28,701
         
Revolving line of credit payable to affiliate Bunge, N.A., bearing interest at LIBOR plus 7.50-10.5% with a floor of 3.00% (7.74% at March 31, 2012).
 
 
3,000,000
 
 
 
3,000,000
 
Less current maturities
 
132,494,442
(14,173,828)
 
142,637,585
(21,236,780)
 
Total  long term debt
 
$
 
118,320,614
 $
 
121,400,805

 

 
 
12

 

Southwest Iowa Southwest Iowa Renewable Energy, LLC
Notes to Condensed Financial Statements (unaudited)

Note 5:                      Revolving Loan/Credit Agreements (continued)

Notes Payable (continued)
 
 
(A)
The $300,000 IDED loan is comprised of two components under the Master Contract (the “Master Contract”) between the Company and IDED: i) a $150,000, non interest-bearing component that requires monthly payments of $2,500, which began in March, 2011 with a final payment of $2,500 due February, 2016; and ii) a $150,000 forgivable loan.  The Company has a $300,000 letter of credit with regard to the $300,000 loan (secured by a time deposit account in the same amount) to collateralize the loan.  The note under the Master Contract is collateralized by substantially all of the Company’s assets, subordinate to the Credit Agreement.
 
 
Aggregate maturities of notes payable as of March 31, 2012 are as follows:
 

 
Year Ended March 31,
 
2013
$            14,173,828
2014
                9,898,641
2015
              108,396,973
2016
                      25,000
Total
$           132,494,442
   
Note 6:  Fair Value Measurement
 
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  In determining fair value, the Company used various methods including market, income and cost approaches.  Based on these approaches, the Company often utilized certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique.  These inputs can be readily observable, market corroborated, or generally unobservable inputs.  The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.  Based on the observable inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy.
 
The fair value hierarchy ranks the quality and reliability of the information used to determine fair values.  Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
 
 
Level 1 -
Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.

 
Level 2 -
Valuations for assets and liabilities traded in less active dealer or broker markets.  Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

 
 
Level 3- Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

A description of the valuation methodologies used for instruments measured at fair value, including the general classifications of such instruments pursuant to the valuation hierarchy, is set below.

Derivative financial statements.  Commodity futures and exchange traded options are reported at fair value utilizing Level 1 inputs. For these contracts, the Company obtains fair value measurements from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes and live trading levels from the Chicago Mercantile Exchange (“CME”) market.  Ethanol contracts are reported at fair value utilizing Level 2 inputs from third-party pricing services.  Forward purchase contracts are reported at fair value utilizing Level 2 inputs.   For these contracts, the Company obtains fair value
 

 
 
13

 

Southwest Iowa Southwest Iowa Renewable Energy, LLC
 
Notes to Condensed Financial Statements (unaudited)

 
Note 6:  Fair Value Measurement (continued)
 
measurements from local grain terminal values.  The fair value measurements consider observable data that may include live trading bids from local elevators and processing plants which are based off the CME market.
 
The following table summarizes financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2011 and 2010, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
 

 
March 31, 2012
 
   
Total
 
Level 1
 
Level 2
 
Level 3
Derivative financial instruments
                     
 
Corn forward contracts
(liability)
 
$
 
(429,826)
 
 
$
 
---
 
 
$
 
(429,826)
 
 
$
 
---
                         
 
Corn futures &
exchange traded
asset
 
 
$
 
 
161,288
 
 
 
$
 
 
161,288
 
 
 
$
 
 
---
 
 
 
$
 
 
---
   
$
(268,538)
 
$
161,288
 
$
(429,826)
 
$
---

 

 
September 30, 2011
 
   
Total
 
Level 1
 
Level 2
 
Level 3
Derivative financial instruments
                     
 
Corn forward contracts (liability)
 
$
 
(2,097,075)
 
 
$
 
---
 
 
$
 
(2,097,075)
 
 
$
 
---
                         
 
Corn futures & exchange traded options ( liability)
 
 
$
 
 
(2,875,075)
 
 
 
$
 
 
(2,875,075)
 
 
 
$
 
 
---
 
 
 
$
 
 
---
   
$
(4,972,150)
 
$
(2,875,075)
 
$
(2,097,075)
 
$
---

 
Note 7:                      Incentive Compensation
 
The Company has a unit appreciation plan which provides that the Board of Directors may make awards of equity participation units (“EPUs”) to employees from time to time, subject to vesting provisions as determined for each award.   The EPUs are valued at book value. The Company had fourteen unvested EPUs outstanding under this plan as of March 31, 2012, which will vest three years from the date of the award.  During the six months ended March 31, 2012 and 2011, the Company recorded compensation expense related to this plan of approximately $7,048, and $1,667, respectively.  As of March 31, 2012 and September 30, 2011, the Company had a liability of approximately $12,312 and $5,264, respectively, outstanding as deferred compensation and has approximately $46,141 to be recognized as future compensation expense over the weighted average vesting period of approximately three years. The amount to be recognized in future years as compensation expense is estimated based on book value of the Company.  The liability under the plan is recorded at fair market value on the balance sheet based on the book value of the Company’s equity units as of September 30, 2011.
 

Note 8:                       Related Party Transactions

Bunge

On November 1, 2006, in consideration of its agreement to invest $20,004,000 in the Company, Bunge purchased the only Series B Units under an arrangement whereby the Company would (i) enter into various agreements with Bunge or its affiliates discussed below for management, marketing and other services, and (ii) have the right to elect a number of Series B Directors which are proportionate to the number of Series B Units owned by Bunge, as compared to all Units.  Under the Company’s Third

 
 
14

 


Southwest Iowa Southwest Iowa Renewable Energy, LLC
Notes to Condensed Financial Statements (unaudited)

Note 8:                       Related Party Transactions (continued)

Amended and Restated Operating Agreement (the “Operating Agreement”), the Company may not, without Bunge’s approval (i) issue additional Series B Units, (ii) create any additional Series of Units with rights which are superior to the Series B Units, (iii) modify the Operating Agreement to adversely impact the rights of Series B Unit holders, (iv) change its status from one which is managed by managers, or vice-versa, (v) repurchase or redeem any Series B Units, (vi) take any action which would cause a bankruptcy, or (vii) approve a transfer of Units allowing the transferee to hold more than 17% of the Company’s Units or to a transferee which is a direct competitor of Bunge.

Bunge N.A. Holdings, Inc. (“Holdings”), has extended credit to the Company under the Holdings Note, due on August 31, 2014, repayment of which is subordinated to the Credit Agreement.  The Holdings Note is convertible into Series U Units, at the option of Holdings, at the price of $3,000 per Unit.    Interest accrues at the rate of 7.5 percent over six-month LIBOR.  Principal and interest may be paid only after payment in full under the Credit Agreement.  As of March 31, 2012 and September 30, 2011, there was $32,789,641 and $31,663,730 outstanding under the Holdings Note, $452,743 and $425,500 of accrued interest due to Holdings, respectively.

The Company entered into a revolving note with Holdings dated August 26, 2009 (the “Holdings Revolving Note”), providing for the extension of a maximum of $10,000,000 in revolving credit.  Holdings has a commitment, subject to certain conditions, to advance up to $3,750,000 at the Company’s request under the Holdings Revolving Note; amounts in excess of $3,750,000 may be advanced by Holdings in its discretion.  Interest will accrue at the rate of 7.5-10.5 percent over six-month LIBOR (with a floor of 3.00%).  While repayment of the Holdings Revolving Note is subordinated to the Credit Agreement, the Company may make payments on the Revolving Note so long as it is in compliance with its borrowing base covenant and there is not a payment default under the Credit Agreement. As of March 31, 2012 and September 30, 2011, the balance outstanding was $3,000,000, respectively, under the Holdings Revolving Note.
 
In December, 2008, the Company and Bunge entered into other various agreements. Under a Lease Agreement (the “Lease Agreement”), the Company leased from Bunge a grain elevator located in Council Bluffs, Iowa, for approximately $67,000 per month.  The lease was terminated on May 1, 2011. Expenses for the three and six months ended March 31, 2012 were $0 under the Lease Agreement.  Expenses for the three and six months ended March 31, 2011 were $200,001 and $400,002, respectively, under the Lease Agreement.
 
Under the Ethanol Agreement, the Company sells Bunge all of the ethanol produced at its facility, and Bunge purchases the same, up to the facility’s nameplate capacity of 110,000,000 gallons a year.  The Company pays Bunge a per-gallon fee for ethanol sold by Bunge, subject to a minimum annual fee of $750,000 and adjusted according to specified indexes after three years.  The initial term of the agreement, which commenced August 20, 2009, was three years.  A new ethanol agreement with Bunge became effective on January 1, 2012 and runs through August 31, 2014.  The Ethanol Agreement will automatically renew for successive three-year terms unless one party provides the other with notice of their election to terminate 180 days prior to the end of the term. The Company has incurred expenses of $380,406 and $993,279 during the three and six months ended March 31, 2012 and $318,568 and $572,529 during the three and six months ended March 31, 2011, respectively, under the Ethanol Agreement.
 
Under a Risk Management Services Agreement effective January 1, 2009, Bunge agreed to provide the Company with assistance in managing its commodity price risks for a quarterly fee of $75,000.  The agreement has an initial term of three years and will automatically renew for successive three year terms, unless one party provides the other notice of their election to terminate 180 days prior to the end of the term.  Expenses under this agreement for the three and six months ended March 31, 2012 and 2011 were $75,000 and $150,000, respectively.
 
On June 26, 2009, the Company executed a Railcar Agreement with Bunge for the lease of 325 ethanol cars and 300 hopper cars which are used for the delivery and marketing of ethanol and distillers grains.  Under the Railcar Agreement, the Company leases railcars for terms lasting 120 months and continuing on a month to month basis thereafter.  The Railcar Agreement will terminate upon the expiration of all railcar leases.  Expenses under this agreement for the three and six months ended March 31, 2012 were $1,215,534 and $2,431,724.    Expenses under this agreement for the three and six months ended March 31, 2011 were $1,215,657 and $2,424,347.
 
Our Facility needs approximately 39.3 million bushels of corn per year, or approximately 108,000 bushels per day, as the feedstock for its dry milling process.  During Fiscal 2011 and 2010, we purchased 40.11 and 40.85 million bushels of corn, respectively, which was obtained primarily from local markets.  To assist in our securing the necessary quantities of grain for our

 
 
15

 

plant, we are party to a Grain Feedstock Supply Agreement dated December 15, 2008 (the “Supply Agreement”) with our significant equity holder Bunge.  Under the Supply Agreement, Bunge provides us with all of the corn we need to operate our

Southwest Iowa Renewable Energy, LLC
Notes to Condensed Financial Statements (unaudited)

 
Note 8:                       Related Party Transactions (continued)
 
ethanol plant, and we have agreed to only purchase corn from Bunge.  Bunge provides grain originators who work at the Facility for purposes of fulfilling its obligations under the Supply Agreement.  We pay Bunge a per-bushel fee for corn procured by Bunge for us under the Supply Agreement, subject to a minimum annual fee of $675,000 and adjustments according to specified indexes after three years.  The term of the Supply Agreement is ten years, subject to earlier termination upon specified events.  The Company expensed $344,216 and $681,735 in fees during the three and six months ended March 31, 2012.  The Company expensed $297,613and $596,701 in fees during the three and six months ended March 31, 2011.

The Company entered into a Distillers Grain Purchase Agreement dated October 13, 2006, as amended (“DG Agreement”) with Bunge, under which Bunge is obligated to purchase from the Company and the Company is obligated to sell to Bunge all distillers grains produced at the Facility.  If the Company finds another purchaser for distillers grains offering a better price for the same grade, quality, quantity, and delivery period, it can ask Bunge to either market directly to the other purchaser or market to another purchaser on the same terms and pricing.  The Company expensed $550,085 and $1,033,597 in fees during the three and six months ended March 31, 2012.   The Company expensed $444,519 and $776,797 in fees during the three and six months ended March 31, 2011.

 The initial ten year term of the DG Agreement began February 1, 2009.  The DG Agreement automatically renews for additional three year terms unless one party provides the other party with notice of election to not renew 180 days or more prior to
expiration.  Under the DG Agreement, Bunge pays the Company a purchase price equal to the sales price minus the marketing fee and transportation costs.  The sales price is the price received by Bunge in a contract consistent with the DG Marketing Policy or the spot price agreed to between Bunge and the Company.  Bunge receives a marketing fee consisting of a percentage of the net sales price, subject to a minimum yearly payment of $150,000.  Net sales price is the sales price less the transportation costs and rail lease charges.  The transportation costs are all freight charges, fuel surcharges, and other accessorial charges applicable to delivery of distillers grains.  Rail lease charges are the monthly lease payment for rail cars along with all administrative and tax filing fees for such leased rail cars.

On August 26, 2009, in connection with our issuance of the Holdings Note, we also executed that Bunge Agreement—Equity Matters (the “Holdings Equity Agreement”), which was subsequently amended on June 17, 2010, under which (i) Holdings has preemptive rights to purchase new securities in us, and (ii) we are required to redeem any Series U Units held by Holdings with 76% of the proceeds received by us from the issuance of equity or debt securities.  Holdings has waived its right to purchase any equity in us in connection with our issuance of Notes and subsequent conversion of the Notes by holders of the Notes.

On November 12, 2010, the Company entered into a Corn Oil Agency Agreement with Bunge to market its corn oil (the “Corn Oil Agency Agreement”).  The Corn Oil Agency Agreement has an initial term of three years and will automatically renew for successive three-year terms unless one party provides the other notice of their election to terminate 180 days prior to the end of the term.  Expenses under this agreement for the three and six months ended March 31, 2012 were $51,496 and $93,573, respectively.  Expenses under this agreement for the three and six months ended March 31, 2011 were $21,583 and $25,922, respectively.


ICM
 
On November 1, 2006, in consideration of its agreement to invest $6,000,000 in the Company, ICM became the sole Series C Member.  As part of ICM’s agreement to invest in Series C Units, the Operating Agreement provides that the Company will not, without ICM’s approval (i) issue additional Series C Units, (ii) create any additional Series of Units with rights senior to the Series C Units, (iii) modify the Operating Agreement to adversely impact the rights of Series C Unit holders, or (iv) repurchase or redeem any Series C Units.  Additionally, ICM, as the sole Series C Unit owner, is afforded the right to elect one Series C Director to the Board so long as ICM remains a Series C Member.
 
On June 17, 2010, the Company issued the ICM Term Note in the original principal amount of $9,970,000, which is convertible at the option of ICM into Series C Units at a conversion price of $3,000 per unit.  As of March 31, 2012 and September 30, 2011, there was approximately $11,294,869 and $10,903,000 outstanding under the ICM Term Note, respectively, and approximately $156,427 and $146,500 of accrued interest due to ICM as of March 31, 2012 and September 30, 2011, respectively.
 

 
 
16

 

Southwest Iowa Renewable Energy, LLC
 
Notes to Condensed Financial Statements (unaudited)

 
Note 8:                       Related Party Transactions (continued)
 
Additionally, to induce ICM to agree to the ICM Term Note, the Company entered into an equity agreement with ICM (the “ICM Equity Agreement”) on June 17, 2010, whereby ICM (i) retains preemptive rights to purchase new securities in the Company, and (ii) receives 24% of the proceeds received by the Company from the issuance of equity or debt securities.
 
On July 13, 2010, the Company entered into a Joint Defense Agreement (the “Joint Defense Agreement”) with ICM, which contemplates that the Company may purchase from ICM one or more Tricanter centrifuges (the “Centrifuges”).  Because such equipment has been the subject of certain legal actions regarding potential patent infringement, the Joint Defense Agreement provides that: (i) that the parties may, but are not obligated to, share information and materials that are relevant to the common prosecution and/or defense of any such patent litigation regarding the Centrifuges (the “Joint Defense Materials”), (ii) that any such shared Joint Defense Materials will be and remain confidential, privileged and protected (unless such Joint Defense Materials cease to be privileged, protected or confidential through no violation of the Joint Defense Agreement), (iii) upon receipt of a request or demand for disclosure of Joint Defense Material to a third party, the party receiving such request or demand will consult with the party that provided the Joint Defense Materials and if the party that supplied the Joint Defense Materials does not consent to such disclosure then the other party will seek to protect any disclosure of such materials, (iv) that neither party will disclose Joint Defense Materials to a third party without a court order or the consent of the party who initially supplied the Joint Defense Materials, (v) that access to Joint Defense Materials will be restricted to each party’s outside attorneys, in-house counsel, and retained consultants, (vi) that Joint Defense Materials will be stored in secured areas and will be used only to assist in prosecution and defense of the patent litigation and (vii) if there is a dispute between us and ICM, then each party waives its right to claim that the other party’s legal counsel should be disqualified by reason of this the Joint Defense Agreement or receipt of Joint Defense Materials.  The Joint Defense Agreement will terminate the earlier to occur of (x) upon final resolution of all patent litigation and  (y) a party providing ten (10) days advance written notice to the other party of its intent to withdraw from the Joint Defense Agreement.  No payments have been made by either party under the Joint Defense Agreement.
 
On August 25, 2010, the Company entered into a Tricanter Purchase and Installation Agreement (the “Tricanter Agreement”) with ICM, pursuant to which ICM sold the Company a tricanter oil separation system (the “Tricanter Equipment”).  In addition, ICM installed the equipment at the Company’s ethanol plant in Council Bluffs, Iowa.  As of March 31, 2012 the Company paid $2,592,500, related to the Tricanter Agreement and has an approximate remaining balance of $683,550.
 
Note 9:                 Commitments
 
The Company has entered into a steam contract with an unrelated party under which the vendor agreed to provide the steam required by the Company, up to 475,000 pounds per hour. The Company agreed to pay a net energy rate for all steam provided under the contract as well as a monthly demand charge. The net energy rate is adjusted each year beginning based on specified energy indexes.  The steam contract will remain in effect until January 1, 2019.  Expenses under this agreement for the three and six months ended March 31, 2012 were $1,617,170 and $4,478,677, respectively.   Expenses under this agreement for the three and six months ended March 31, 2011 were $2,554,371 and $4,898,655, respectively.
 
Note 10:                 Major Customers
 
The Company is party to the Ethanol Agreement with Bunge (a related party), for marketing, selling, and distributing all of the ethanol and distillers grains with solubles produced by the Company.  The Company has expensed $930,491and $2,026,876 in marketing fees under this agreement for the three and six months ended March 31, 2012 and $474, 661 and $814,061 for the three and six months ended March 31, 2011 respectively.  Revenues with this customer were $87,517,448 and $180,402,009, respectively, for the three and six months ended March 31, 2012.   Revenues with this customer were $78,125,882 and $140,192,149, respectively, for the three and six months ended March 31, 2011.  Trade accounts receivable due from this customer were $12,186,321 and $17,642,245 at March 31, 2012 and September 30, 2011, respectively.
 

 

 

 
 
17

 

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations.
 

Forward Looking Statements

This quarterly report on Form 10-Q by Southwest Iowa Renewable Energy, LLC (the “Company,” “we,” or “us”) contains forward-looking statements that involve future events, our future performance and our expected future operations and actions.  In some cases you can identify  forward-looking  statements  by the use of words such as “may,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue,” or the negative of these terms or other similar expressions.  These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties.  Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the following factors:

 
·
Changes in the availability and price of corn, natural gas, and steam;
 
·
Our inability to comply with our credit agreements required to continue our operations;
 
·
Negative impacts that our hedging activities may have on our operations;
 
·
Decreases in the market prices of ethanol and distillers grains;
 
·
Ethanol supply exceeding demand; and corresponding ethanol price reductions;
 
·
Changes in the environmental regulations that apply to our plant operations;
 
·
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;
 
·
Changes in federal and/or state laws (including the elimination of any federal and/or state ethanol tax incentives);
 
·
Changes and advances in ethanol production technology;
 
·
Additional ethanol plants built in close proximity to our ethanol facility in  southwest Iowa;
 
·
Competition from alternative fuel additives;
 
·
Changes in interest rates and lending conditions of our loan covenants;
 
·
Our ability to retain key employees and maintain labor relations; and
 
·
Volatile commodity and financial markets

Our actual results or actions could and likely will differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in this report.  We are not under any duty to update the forward-looking statements contained in this report. We cannot guarantee future results, levels of activity, performance or achievements. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report.  You should  read this  report and the  documents  that we reference  in this  report and have filed as  exhibits  completely  and with the understanding  that our actual future  results may be materially  different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.

Overview, Status and Recent Developments

The Company is an Iowa limited liability company, located in Council Bluffs, Iowa, formed in March, 2005 to construct and operate a 110 million gallon capacity ethanol plant.  We began producing ethanol in February, 2009 and sell our ethanol, modified wet distillers grains with solubles, and corn syrup in the continental United States.  We sell our dried distillers grains with solubles in the continental United States, Mexico, and the Pacific Rim.

Our production facility (the “Facility”) is located in Pottawattamie County in southwestern Iowa. It is near two major interstate highways, within 1.5 miles of the Missouri River and has access to five major rail carriers. This location is in close proximity to raw materials and product market access. The Facility receives corn and chemical deliveries primarily by truck but is able to utilize rail delivery if necessary.  Finished products are shipped by rail and truck.  The site has access to water from ground wells and from the Missouri River. In addition to close proximity to the Facility’s primary energy source, steam, there are two natural gas providers available, both with infrastructure immediately accessible.






 
 
18

 

Results of Operations

The following table shows our results of operations, stated as a percentage of revenue.

 
Three Months Ended March 31, 2012
(Unaudited)(1)
 
Three Months March 31, 2011
(Unaudited)(1)
 
     
Amounts
 
% of
Revenues
Gallons
 
Amounts
 
% of
Revenues
 
Gallons
 
Income Statement Data
                             
Revenues
$
89,879,969
 
100%
$
2.75
 
$
79,436,677
 
100%
 
$
2.77
Cost of Goods Sold
                           
  Material Costs
 
75,814,809
 
84%
 
2.32
   
61,793,749
 
78%
   
2.15
  Variable Production Exp.
 
8,184,886
 
9%
 
.25
   
7,342,844
 
9%
   
0.26
   Fixed Production Exp.
 
6,449,429
 
7%
 
.20
   
7,421,642
 
9%
   
0.26
Gross Margin (Loss)
 
(569,155)
 
(1%)
 
(0.02)
   
2,878,443
 
4%
   
0.10
General and Administrative
Expenses
 
1,016,884
 
1%
 
0.03
   
1,158,462
 
2%
   
0.04
Other Expense
 
2,400,641
 
3%
 
0.07
   
2,394,011
 
3%
   
0.08
Net Income (Loss)
$
(3,986,680)
 
(4%)
$
(0.12)
 
$
(674,030)
 
(1%)
 
$
(0.02)


 
(1)
Includes ethanol and distillers grains converted to gallons.
 
 
Six Months Ended March 31, 2012
(Unaudited)(1)
 
Six Months Ended March 31, 2011
(Unaudited)(1)
 
     
Amounts
 
% of
Revenues
Gallons
 
Amounts
 
% of
Revenues
 
Gallons
 
Income Statement Data
                             
Revenues
$
185,076,652
 
100%
$
2.91
 
$
141,702,420
 
100%
 
$
2.57
Cost of Goods Sold
                           
  Material Costs
 
144,009,200
 
78%
 
2.26
   
104,789,810
 
74%
   
1.90
  Variable Production Exp.
 
16,614,812
 
9%
 
.26
   
14,631,261
 
10%
   
0.27
   Fixed Production Exp.
 
12,250,847
 
7%
 
.19
   
16,169,396
 
11%
   
0.29
Gross Margin
 
12,201,793
 
7%
 
0.20
   
6,111,953
 
5%
   
0.11
General and Administrative Expenses
 
2,329,701
 
1%
 
0.04
   
2,359,350
 
2%
   
0.05
Other Expense
 
4,863,450
 
2%
 
0.08
   
4,822,952
 
4%
   
0.08
Net Income (Loss)
$
5,008,642
 
3%
$
0.08
 
$
(1,070,349)
 
(1%)
 
$
(0.02)


 
(1)
Includes ethanol and distillers grains converted to gallons.
 

 
Revenues
 

 
Our revenue from operations is derived from three primary sources: sales of ethanol, distillers grains and corn oil.  The following chart displays statistical information regarding our revenues.  The increase in revenue in the second quarter of our fiscal year ending September 30, 2012 (“Fiscal 2012”) over the second quarter of our fiscal year ended September 30, 2011 (“Fiscal 2011”) was due to the average price per gallon decreasing by approximately $0.11 with 4.0 million additional gallons being shipped between the two quarters.  The increase in revenue in the first six months of fiscal 2012  versus 2011 was due to the average price per gallon increasing by approximately $0.21 with 8.6 million additional gallons being shipped between the two  six month periods.  The price increase reflects the varying market conditions between the two six month periods.  The increase in gallons sold is indicative of increasing production efficiencies.  Also included in the increase was an increase in the dry distiller’s grains (“DDG”) average price per ton of approximately $42.  In addition, we introduced corn oil into our revenue stream.
 

 
 
                                                             
 
 
19

 


 
 
Three Months Ended March 31, 2012
 (Unaudited)
 
Three Months Ended March 31, 2011
 (Unaudited)
     
Gallons/Tons Sold
 
% of
Revenues
Gallons/Tons
Average Price
 
Gallons/Tons Sold
 
% of
Revenues
 
Gallons/Tons
Average Price
Statistical Revenue Information
                           
Denatured Ethanol
 
32,742,534
 
77%
$
2.11
   
28,728,974
 
81%
 
$
2.22
Dry Distiller’s Grains
 
79,454
 
17%
$
194.89
   
76,682
 
18%
 
$
175.87
Corn Oil
 
3433
 
3%
$
688.18
   
1,439
 
1%
 
$
911.00
Wet Distiller’s Grains
 
28,808
 
3%
$
85.72
   
10,988
 
0%
 
$
69.32
Syrup
 
6,833
 
0%
$
58.32
   
13,212
 
0%
 
$
12.44

 
 
Six Months Ended March 31, 2012
 (Unaudited)
 
Six Months Ended March 31, 2011
 (Unaudited)
     
Gallons/Tons Sold
 
% of
Revenues
Gallons/Tons
Average Price
 
Gallons/Tons Sold
 
% of
Revenues
 
Gallons/Tons
Average Price
Statistical Revenue Information
                           
Denatured Ethanol
 
63,615,819
 
79%
$
2.29
   
55,062,424
 
81%
 
$
2.08
Dry Distiller’s Grains
 
149,830
 
16%
$
196.18
   
157,042
 
18%
 
$
154.02
Corn Oil
 
6,238
 
3%
$
749.43
   
1,728
 
1%
 
$
874.00
Wet Distiller’s Grains
 
51,540
 
2%
$
85.16
   
16,461
 
0%
 
$
68.25
Syrup
 
18,488
 
0%
$
45.70
   
27,400
 
0%
 
$
13.71

 

 

 
Cost of Goods Sold
 

 
Our cost of goods sold increased $0.10 per gallon sold in the second quarter of Fiscal 2012 over the second quarter of Fiscal 2011.  The margin increase is due to volume sold, prices obtained, and production efficiencies.  We generated an increase in Fiscal 2012 and a decrease in Fiscal 2011 in our corn costs due to realized and unrealized gains on our hedging activities during the three months ended March 31, 2012 and 2011, respectively.  Our average price of corn ground was approximately $6.46 and $5.34 per bushel in the second quarter of 2012 and 2011, respectively.  Although our corn cost increased, our average steam and natural gas energy cost decreased to $3.86 from $4.82 per MMBTU in the second quarter of Fiscal 2012 compared to Fiscal 2011.
 

 
Our cost of goods sold increased $0.27 per gallon produced in the first six months of Fiscal 2012 over the first six months of Fiscal 2011.  The margin increase is due to volume sold, prices obtained, and production efficiencies.  We generated an increase in Fiscal 2012 and a decrease in Fiscal 2011 in our corn costs due to realized and unrealized gains on our hedging activities during the six months ended March 31, 2012 and 2011, respectively.  Our average price of corn ground was approximately $6.26 and $4.93 per bushel in the first six months of 2012 and 2011, respectively.  Although our corn cost increased, our average steam and natural gas energy cost decreased to $4.24 from $4.74 per MMBTU in the first six months of Fiscal 2012 compared to Fiscal 2011.
 

 
General & Administrative Expense
 

 
Our general and administrative expenses as a dollar amount remained steady in comparing the three and six months ending March 31, 2012 and 2011.  Operating expenses include salaries and benefits of administrative employees, professional fees and other general administrative costs.  We expect our operating expenses to remain steady to slightly decreasing during the third quarter of Fiscal 2012.
 

 
Other (Expenses)
 

 
Our other expenses for the three and  six  months ended March 31, 2012  showed a marginal increase as compared to the same periods of Fiscal 2011 due to increased interest expense.   Other expenses include interest expense, interest income, rental income and miscellaneous income.
 

 
Net Income (Loss)
 

 
Our net income (loss) from operations for the three and six months ended March 31, 2012 and 2011 reflected a decrease of $3,312,649 and an increase of $6,078,991, respectively. The net income generated during the first quarter of Fiscal 2012 resulted from improved gross margins as compared to the same quarter in 2011.

 
 
20

 

Selected Financial Data.


 
March 31, 2012
 
September 30, 2011
                   
 
            Amounts         Amounts                  
Balance Sheet Data
                               
Cash and Cash Equivalents
$
    10,072,970
    $   11,006,590          
Current Assets
 
    38,747,203
      44,908,323          
Total assets
 
  199,224,087
      210,709,826          
Current liabilities
 
    27,621,102
      39,985,294          
Long-term debt
 
  118,320,614
      121,400,805          
Total Liabilities
 
  146,491,728
      161,986,109          
Members’ equity
 
    52,732,359
      48,723,717          
                           

 
Our current assets decreased significantly at March 31, 2012 compared to September 30, 2011. This decrease was primarily related to significant decreases in our accounts receivable.

Our net property and equipment was lower at March 31, 2012 compared to September 30, 2011 due to increased accumulated depreciation.

The value of our current liabilities was significantly lower at March 31, 2012 compared to September 30, 2011, primarily due to reducing our debt level.

The total amount of long-term debt we had outstanding at March 31, 2012 was lower compared to September 30, 2011. This decrease was due to our regular debt service payments.

The total amount of our members' equity increased as of March 31, 2012 compared to September 30, 2011 as a result of a significant decrease in our accumulated deficit as of March 31, 2012 from our net income earned, less the accrued distribution at March 31, 2012.

Adjusted EBITDA is defined as net income (loss) plus interest expense net of interest income, plus income tax expense (benefit) and plus depreciation and amortization, or EBITDA, as adjusted for unrealized hedging losses (gains).  Adjusted EBITDA is not required by or presented in accordance with generally accepted accounting principles in the United States of America, or generally accepted accounting principles (“GAAP”), and should not be considered as an alternative to net income, operating income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities or as a measure of our liquidity.

We present Adjusted EBITDA because we consider it to be an important supplemental measure of our operating performance.  Adjusted EBITDA is a key measure of our operating performance and is considered by our management and Board of Directors as an important operating metric in their assessment of our performance.

We believe Adjusted EBITDA allows us to better compare our current operating results with corresponding historical periods and with the operational performance of other companies in our industry because it does not give effect to potential differences caused by variations in capital structures (affecting relative interest expense, including the impact of write-offs of deferred financing costs when companies refinance their indebtedness), the amortization of intangibles (affecting relative amortization expense), unrealized hedging losses (gains) and other items that are unrelated to underlying operating performance.  We also present Adjusted EBITDA because we believe it is frequently used by securities analysts and investors as a measure of performance.  There are a number of material limitations to the use of Adjusted EBITDA as an analytical tool, including the following

 
·
Adjusted EBITDA does not reflect our interest expense or the cash requirements to pay our interest.  Because we have borrowed money to finance our operations, interest expense is a necessary element of our costs and our ability to generate profits and cash flows.  Therefore, any measure that excludes interest expense may have material limitations.

 
·
Although depreciation and amortization are non-cash expenses in the period recorded, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect the cash requirements for such replacement.   Because we use capital assets, depreciation and amortization expense is a necessary element of our costs

 
 
21

 

 
and ability to generate profits.  Therefore, any measure that excludes depreciation and amortization expense may have material limitations.

We compensate for these limitations by relying primarily on our GAAP financial measures and by using Adjusted EBITDA only as supplemental information.  We believe that consideration of Adjusted EBITDA, together with a careful review of our GAAP financial measures, is the most informed method of analyzing our operations.  Because Adjusted EBITDA is not a measurement determined in accordance with GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.  The following table provides a reconciliation of Adjusted EBITDA to net income (loss):

 
Three Months Ended
March 31, 2012
 
Three Months Ended
March 31, 2011
   
     
      Amounts
       
          
     Amounts        
Income Statement Data
                           
Revenues
$
89,879,969
         
$
79,436,677
       
Cost of Goods Sold
 
90,449,124
           
76,558,235
       
Gross Margin (Loss)
 
(569,155)
           
2,878,442
       
General and Administrative Expenses
 
1,016,884
           
1,158,462
       
Other Expense
 
2,400,641
           
2,394,011
       
Net (Loss)
$
(3,986,680)
         
$
(674,031)
       
(Loss) per unit:
                         
  Basic & diluted
$
(303.42)
         
$
(51.30)
       


 
Six Months Ended
March 31, 2012
 
Six Months Ended
March 31, 2011
   
     
      Amounts
       
        
       Amounts        
Income Statement Data
                           
Revenues
$
185,076,652
         
$
141,702,420
       
Cost of Goods Sold
 
172,874,859
           
135,590,467
       
Gross Margin
 
12,201,793
           
6,111,953
       
General and Administrative Expenses
 
2,329,701
           
2,359,350
       
Other Expense
 
4,863,450
           
4,822,952
       
Net Income (Loss)
$
5,008,642
         
$
(1,070,349)
       
 Income (Loss) per unit:
                         
  Basic & diluted
$
381.20
         
$
(81.46)
       


 
Three Months Ended
March 31, 2012
 
Three Months Ended
March 31, 2011
       
 
Amounts
 
Amounts
       
Net income (loss)
$   (3,986,680)
 
$    (674,031)
Interest Expense, net
      2,451,797
 
     2,443,337
Depreciation
       2,853,404
 
      3,242,413
EBITDA
$   1,318,521
 
$  5,011,719
       
Unrealized hedging (gains) losses
      (300,868)
 
    3,963,942
Adjusted EBITDA
$   (1,017,653)
 
$  8,975,661
       
Adjusted EBITDA per unit
 
77.45
 
 
$683.13


 
 
22

 


 
Six Months Ended
March 31, 2012
 
Six Months Ended
March 31, 2011
       
 
Amounts
 
Amounts
       
Net income (loss)
$    5,008,642
 
$    (1,070,349)
Interest Expense, net
      4,921,444
 
     4,885,938
Depreciation
       5,707,147
 
     8,091,624
EBITDA
$   15,637,233
 
$  11,907,213
       
Unrealized hedging (gains) losses
      (4,703,612)
 
    3,963,942
Adjusted EBITDA
$   10,933,621
 
$  15,871,155
       
Adjusted EBITDA per unit
 
832.15
 
 
      $1,207.94



Liquidity and Capital Resources

We are party to the Credit Agreement (the “Credit Agreement”) with AgStar Financial Services, PCA (“AgStar”) and a group of lenders (together with AgStar, the “Lenders”) in the original maximum principal amount of  $126,000,000 senior secured debt, consisting of a $101,000,000 term loan, a $10,000,000 term revolving loan and a $15,000,000 working capital revolving line of credit.  As of March 31, 2012, we have an outstanding balance of $84,924,782 under our Credit Agreement.  We also agreed to pay, beginning at the end of the Fiscal 2011, an amount equal to 65% of our Excess Cash Flow, up to a total of $6,000,000 per year, and $24,000,000 over the term of the Credit Agreement.  An excess cash flow payment of $3,757,406 for Fiscal 2011 is due and payable in four equal installments in the year ending September 30, 2012 (“Fiscal 2012”) with $1,878,703 remaining to be paid at March 31, 2012.
 
In addition to compliance with the borrowing base, we are subject to working capital, tangible net worth and tangible owner’s equity covenants under the Credit Agreement. We are required to maintain $8,000,000 of working capital (of which we had $16,612,938 at March 31, 2012) and maintain a tangible net worth of $93,705,925 (of which we had $98,800,830 at March 31, 2012).  The tangible owner’s equity covenant is measured only at the end of each fiscal year.
 
Under our $15 million working capital revolving line of credit with the Lenders (the “Revolving LOC”), the balance was $0 and $3,500,000 at December 31, 2011 and September 30, 2011, with $15,000,000 and $11,500,000 available for use at December 31, 2011 and September 30, 2011.  There were no outstanding letters of credit as of December 31, 2011.  Our Revolving LOC was renewed through March 31, 2013.  The balance on the term revolver was $10,000,000 and $10,000,000 at March 31, 2012 and September 30, 2011 with no additional amounts available for use at March 31, 2012 and September 30, 2011.  We are also relying on receipt of our accounts receivable to help fund operations.
 
 In addition, we have entered into a Subordinated Revolving Credit Note (the “Revolving Note”) with Bunge N.A. Holdings Inc., (“Holdings”) an affiliate of Bunge, Inc. (“Bunge”) effective August 26, 2009 providing for the extension of a maximum of $10,000,000 in revolving credit.  Holdings committed, subject to certain conditions, to advance up to $3,750,000 at our request under the Revolving Note, and amounts in excess of $3,750,000 may be advanced by Holdings at its discretion.  As of March 31, 2012 and September 30, 2011, we had $3,000,000 outstanding under the Revolving Note.  Except as otherwise agreed, we are required to draw the maximum amount available under the Credit Agreement to pay any outstanding advances under the Revolving Note.
 
We believe the prices of our primary input (corn) and as a result our principal products (ethanol and DDGS) will be volatile in the third quarter of Fiscal 2012. We believe operating margins will exhibit the same volatility in the third quarter of Fiscal 2012.  We also expect that in the last two quarters of Fiscal 2012 our margins will be under pressure due to the loss of VEETC and continued volatility within both the ethanol and corn markets.
 
 

 
 

 

 
 
23

 

 
Primary Working Capital Needs
 

Cash provided by operations for the six months ended March 31, 2012 and 2011 was $11,343,846 and $49,292, respectively.  Cash provided by operations was generated through increased income and sales revenue in the first six months of Fiscal 2012.  For the six months ended March 31, 2012 and 2011, net cash (used in) investing activities was ($307,356) and ($2,817,901), respectively, primarily related to additional equipment purchases.  For the six months ended March 31, 2012 and 2011, cash (used in) financing activities was ($11,970,110) and $930,188, respectively.  This cash was used to pay down previous borrowings.

During the quarter which will end June 30, 2012, we estimate that we will require approximately $71,000,000 or more for our primary input of corn and $4,600,000 for our energy sources of steam and natural gas.  We have up to $15,750,000 in committed revolving credit available under our revolving credit agreements to support our working capital needs, and an additional $6,250,000 available at the discretion of a lender.
 
Trends and Uncertainties Impacting Ethanol Industry and Our Future Operations
 
Our operations are highly dependent on commodity prices, especially prices for corn, ethanol and distillers grains. As a result of price volatility for these commodities, our operating results may fluctuate substantially. The price and availability of corn are subject to significant fluctuations depending upon a number of factors that affect commodity prices in general, including crop conditions, weather, governmental programs and foreign purchases. We may experience increasing costs for corn and natural gas and decreasing prices for ethanol and distillers grains which could significantly impact our operating results. Because the market price of ethanol is not directly related to corn prices, ethanol producers are generally not able to compensate for increases in the cost of corn feedstock through adjustments in prices charged for ethanol.  We continue to monitor corn and ethanol prices and their effect on our longer-term profitability.
 
The price of corn has been volatile the past two years. Since September, 2010, the Chicago Mercantile Exchange (“CME”) near-month corn price has increased $1.53 per bushel. As of April, 2012, the CME near-month corn price for April, 2012 was $6.49per bushel. We believe the increase in corn prices was primarily due to short supply and the USDA corn acreage report that was released on January, 12, 2012.  Increasing corn prices will negatively affect our costs of production.  We also believe that higher corn prices may, depending on the prices of alternative crops, encourage farmers to plant more acres of corn in the coming years and possibly divert land in the Conservation Reserve Program to corn production. We believe an increase in land devoted to corn production could reduce the price of corn to some extent in the future. 
 
On April 10, 2012, the USDA showed no change to its original forecast of the corn to be used for ethanol production during the current marketing year (2011-12), a total of 5.00 billion bushels. The forecast is 20 million bushels less than used last year.  In the April, 2012 update, the USDA increased the projection of U.S. corn exports for the current marketing year by .10 billion bushels.  This projection is 189 million bushels less than the projection of last fall and 201 million less than the exports of 2009-10.
 
The USDA report for crop year 2011 (the period of September, 2011 through August, 2012) has projected the season-average farm price of corn at $5.90 to $6.50 per bushel.  This compares with the 2009-10 season-average of $3.55 per bushel.  We feel that there will continue to be volatility in the corn market. 
 
In the past, ethanol prices have tended to track the wholesale price of gasoline. Ethanol prices can vary from state to state at any given time.  For the past two years as of March, 2012 according to the Chicago Board of Trade (“CBOT”), the average U.S. ethanol price was $2.24 per gallon.  For the same time period, the average U.S. wholesale gasoline price was $2.61 per gallon or approximately $0.40 per gallon above ethanol prices.  During the second quarter of Fiscal 2012, the average U.S. ethanol price was $2.21 per gallon.  For the same time period, U.S. wholesale gasoline prices averaged $2.89 per gallon, or approximately $0.04 per gallon below ethanol prices.  We believe the trend exhibited in the second quarter of Fiscal 2012 is matching the exhibited trend over the past two years.

The RFS and Other Federal Mandates
 
The American Jobs Creation Act of 2004 created VEETC, which expired on December 31, 2011.  Referred to as the blender’s credit, VEETC provided fuel blenders with a tax credit to blend ethanol with gasoline.  The Food, Conservation and Energy Act of 2008 (the “2008 Farm Bill”) amended the amount of tax credit provided under VEETC to 45 cents per gallon of pure ethanol and 38 cents per gallon for E85, a blended motor fuel containing 85% ethanol and 15% gasoline.  The elimination of VEETC and the potential reduction of other federal tax incentives to the ethanol industry will likely have a material adverse impact on our business by reducing demand and price for the ethanol we produce.
 

 
 
24

 

The 2008 Act included cellulosic ethanol supports applicable to corn-based ethanol and bolsters those contained in 2007 legislation.  These supports have impacted the ethanol industry by enhancing both the production and use of ethanol.  The 2008 Act modified the RFS and now the EPA is responsible for revising and implementing regulations to ensure that transportation fuel sold in the United States contains a minimum volume of renewable fuel.  On February 3, 2010, the EPA implemented a regulation that requires 15.2 billion gallons of renewable fuel be sold or dispensed in 2012, increasing to 36 billion gallons by 2022.  This requirement does not apply just to corn-based ethanol, but includes all forms of fuel created from feedstocks that qualify as “renewable biomass”.  The EPA regulation also expanded the RFS program beyond gasoline to generally cover all transportation fuel.  We cannot assure that this program’s mandates will continue in the future.  We believe that any reversal in federal policy could have a profound impact on the ethanol industry.
 
The domestic market for ethanol is largely dictated by federal mandates for blending ethanol with gasoline.  The 2012 RFS mandate is for 15.2 billion gallons of renewable fuels.  The EPA has issued proposed allocations of classes of renewable fuels, which are not yet final.   Future demand will be largely dependent upon the economic incentives to blend based upon the relative value of gasoline versus ethanol and the RFS.  Any significant increase in production capacity beyond the RFS level might have an adverse impact on ethanol prices.  Additionally, the RFS mandate with respect to ethanol derived from grain could be reduced or waived entirely.  A reduction or waiver of the RFS mandate could adversely affect the prices of ethanol and our future performance.
 
Federal law mandates the use of oxygenated gasoline. If these mandates are repealed, the market for domestic ethanol would be diminished significantly.  Additionally, flexible-fuel vehicles receive preferential treatment in meeting corporate average fuel economy, or CAFE, standards.  However, high blend ethanol fuels such as E85 result in lower fuel efficiencies.  Absent the CAFE preferences, it may be unlikely that auto manufacturers would build flexible-fuel vehicles.  Any change in these CAFE preferences could reduce the growth of E85 markets and result in lower ethanol prices.
 
Risks Related to Government Support and Subsidy
 
As noted above, VEETC did expire on December 31, 2011.    Since this tax credit was not renewed before the end of 2011, we are seeing some negative impact on the price of ethanol and the demand for ethanol in the market due to reduced discretionary blending of ethanol.  Discretionary blending occurs when gasoline blenders use ethanol to reduce the cost of blended gasoline.  However, due to the RFS, we expect demand for ethanol may continue to mirror the RFS requirement.  If the RFS is reduced or eliminated, the decrease in demand for ethanol may be substantial.
 
Credit and Counterparty Risks
 
Through our normal business activities, we are subject to significant credit and counterparty risks that arise through normal commercial sales and purchases, including forward commitments to buy and sell, and through various other over-the-counter (OTC) derivative instruments that we utilize to manage risks inherent in our business activities.  We define credit and counterparty risk as a potential financial loss due to the failure of a counterparty to honor its obligations.  The exposure is measured based upon several factors, including unpaid accounts receivable from counterparties and unrealized gains (losses) from OTC derivative instruments (including forward purchase and sale contracts).   We actively monitor credit and counterparty risk through credit analysis (by our marketing agent).  We record provisions for counterparty losses from time to time as a result of our credit and counterparty analysis.
 
Impact of Hedging Transactions on Liquidity
 
Our operations and cash flows are highly impacted by commodity prices, including prices for corn, ethanol, distillers grains and natural gas. We attempt to reduce the market risk associated with fluctuations in commodity prices through the use of derivative instruments, including forward corn contracts and over-the-counter exchange-traded futures and option contracts. Our liquidity position may be positively or negatively affected by changes in the underlying value of our derivative instruments. When the value of our open derivative positions decrease, we may be required to post margin deposits with our brokers to cover a portion of the decrease or we may require significant liquidity with little advanced notice to meet margin calls. Conversely, when the value of our open derivative positions increase, our brokers may be required to deliver margin deposits to us for a portion of the increase.  We continuously monitor and manage our derivative instruments portfolio and our exposure to margin calls and while we believe we will continue to maintain adequate liquidity to cover such margin calls from operating results and borrowings, we cannot estimate the actual availability of funds from operations or borrowings for hedging transactions in the future.
 
The effects, positive or negative, on liquidity resulting from our hedging activities tend to be mitigated by offsetting changes in cash prices in our core business. For example, in a period of rising corn prices, gains resulting from long grain derivative positions would generally be offset by higher cash prices paid to farmers and other suppliers in spot markets. These offsetting changes do not always occur, however, in the same amounts or in the same period, with lag times of as much as twelve months.
 

 
 
25

 

Commodity Price Risks
 
 
The financial performance of both the Company and our industry are highly dependent on commodity prices, especially prices for corn, ethanol, distillers grains and natural gas.  These commodities are subject to price fluctuations due to a number of unpredictable factors.  The price of corn is subject to fluctuations due to unpredictable factors such as weather; corn planted and harvested acreage; changes in national and global supply and demand; and government programs and policies. Ethanol prices are sensitive to world crude-oil supply and demand; crude-oil refining capacity and utilization; government regulation; and consumer demand for alternative fuels.  Distillers grains prices are sensitive to various demand factors such as numbers of livestock on feed, prices for feed alternatives, and supply factors, primarily production by ethanol plants and other sources. We use natural gas in the ethanol production process to the extent our steam source is not available. The price of natural gas is influenced by such weather factors as extreme heat or cold in the summer and winter, or other natural events like hurricanes in the spring, summer and fall. Other natural gas price factors include North American exploration and production, and the amount of natural gas in underground storage during both the injection and withdrawal seasons.
 
We enter into various derivative contracts with the primary objective of managing our exposure to adverse price movements in the commodities used for, and produced in, our business operations and, to the extent we have working capital available, we engage in hedging transactions which involve risks that could harm our business. We measure and review our net commodity positions on a daily basis.  Our daily net agricultural commodity position consists of inventory, forward purchase and sale contracts, over-the-counter and exchange traded derivative instruments.  The effectiveness of our hedging strategies is dependent upon the cost of commodities and our ability to sell sufficient products to use all of the commodities for which we have futures contracts.  Although we actively manage our risk and adjust hedging strategies as appropriate, there is no assurance that our hedging activities will successfully reduce the risk caused by market volatility which may leave us vulnerable to high commodity prices. Alternatively, we may choose not to engage in hedging transactions in the future. As a result, our future results of operations and financial conditions may also be adversely affected during periods in which corn prices changes.
 
In addition, as described above, hedging transactions expose us to the risk of counterparty non-performance where the counterparty to the hedging contract defaults on its contract or, in the case of over-the-counter or exchange-traded contracts, where there is a change in the expected differential between the price of the commodity underlying the hedging agreement and the actual prices paid or received by us for the physical commodity bought or sold.  We have, from time to time, experienced instances of counterparty non-performance.
 
Although we believe our hedge positions accomplish an economic hedge against our future purchases and sales, management has chosen not to use hedge accounting, which would match the gain or loss on our hedge positions to the specific commodity purchase being hedged.  We are using fair value accounting for our hedge positions, which means as the current market price of our hedge positions changes, the realized or unrealized gains and losses are immediately recognized in the current period (commonly referred to as the “mark to market” method). The immediate recognition of hedging gains and losses under fair value accounting can cause net income to be volatile from quarter to quarter due to the timing of the change in value of the derivative instruments relative to the cost and use of the commodity being hedged.  As corn prices move in reaction to market trends and information, our income statement will be affected depending on the impact such market movements have on the value of our derivative instruments.  Depending on market movements, crop prospects and weather, our hedging strategies may cause immediate adverse effects, but are expected to produce long-term positive impact.
 
In the event we do not have sufficient working capital to enter into hedging strategies to manage our commodities price risk, we may be forced to purchase our corn and market our ethanol at spot prices and as a result, we could be further exposed to market volatility and risk.
 
We expect the annual impact on our results of operations due to a $1.00 per bushel fluctuation in market prices for corn to be approximately $40,100,000, or $0.36 per gallon, assuming our plant operates at 100% name plate capacity (production of 110,000,000 gallons of ethanol annually). This assumes no increase in the price of ethanol and assumes a relative increase in the price of distillers grains.  We expect the annual impact to our results of operations due to a $0.50 decrease in ethanol prices will result in approximately a $55,000,000 decrease in revenue.
 
We have a significant amount of debt, and our existing debt financing agreements contain, and our future debt financing agreements may contain, restrictive covenants that limit distributions and impose restrictions on the operation of our business.  The use of debt financing makes it more difficult for us to operate because we must make principal and interest payments on the indebtedness and abide by covenants contained in our debt financing agreements. The level of our debt has important implications on our operations, including, among other things: (i) limiting our ability to obtain additional debt or equity financing; (ii) making us vulnerable to increases in prevailing interest rates; (iii) placing us at a competitive disadvantage because we may be substantially more leveraged than some of our competitors; (iv) subjecting all or substantially all of our assets to liens, which means that there may be no assets left for members in the event of a liquidation; and (v) limiting our ability to make business and
 

 
 
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operational decisions regarding our business, including, among other things, limiting our ability to pay dividends to our unit holders, make capital improvements, sell or purchase assets or engage in transactions we deem to be appropriate and in our best interest.
 
Competition
 
We believe that the competition in the ethanol market will continue to increase in the near term due to the refitting of plants,  improvements in capacity of existing plants, reopening of  idled plants and the competitive dynamics of the fuel industry.  Consolidation and recapitalization continue to occur within the ethanol industry; and companies are now emerging from reorganization with more liquidity and less debt. With the loss of VEETC, the volatility of prices of our inputs, coupled with the current competitive dynamics of the fuels market, we believe we will see increasing volatility in ethanol prices in the near term.
 
Summary of Critical Accounting Policies and Estimates
 
Note 2 to our financial statements contains a summary of our significant accounting policies, many of which require the use of estimates and assumptions.  Accounting estimates are an integral part of the preparation of financial statements and are based upon management’s current judgment.  We used our knowledge and experience about past events and certain future assumptions to make estimates and judgments involving matters that are inherently uncertain and that affect the carrying value of our assets and liabilities.  We believe that of our significant accounting policies, the following are noteworthy because changes in these estimates or assumptions could materially affect our financial position and results of operations:
 
 
·
Revenue Recognition
 
We sell ethanol and related products pursuant to marketing agreements.  Revenues are recognized when the marketing company or the customers have taken title to the product, prices are fixed or determinable and collectability is reasonably assured.  Our products are generally shipped FOB loading point.  Our ethanol sales are handled through our ethanol agreement with Bunge.  Syrup, distillers grains and solubles, and modified wet distillers grains with solubles are sold through our agreement with Bunge, which sets the price based on the market price to third parties.  Marketing fees and commissions due to the marketers are paid separately from the settlement for the sale of the ethanol products and co-products and are included as a component of cost of goods sold.  Shipping and handling costs incurred by us for the sale of ethanol and co-products are included in cost of goods sold.
 
 
·
Incentive Compensation Plan
 
We established an equity incentive compensation plan (the “Plan”) under which employees may be awarded equity appreciation units and equity participation units.  The Plan is designed to allow participants, who consist of any officer or employee, to share in our value through the issuance of equity participation units and/or unit appreciation rights.  Such awards do not include actual equity ownership of the Company.  Costs of the Plan are amortized over the vesting period set for each award.  The units outstanding at this time vest three years from the grant date.  The liability under the Plan is recorded at fair market value on the balance sheet based on the book value of our equity units as of September 30, 2011.

 
·
Investment in Commodities Contracts, Derivative Instruments and Hedging Activities

Our operations and cash flows are subject to fluctuations due to changes in commodity prices.  We are subject to market risk with respect to the price and availability of corn, the principal raw material used to produce ethanol and ethanol by-products.  Exposure to commodity price risk results primarily from our dependence on corn in the ethanol production process.  In general, rising corn prices result in lower profit margins and, therefore, represent unfavorable market conditions.  This is especially true when market conditions do not allow us to pass along increased corn costs to customers.  The availability and price of corn is subject to wide fluctuations due to unpredictable factors such as weather conditions, farmer planting decisions, governmental policies with respect to agriculture and international trade and global demand and supply.
 
To minimize the risk and the volatility of commodity prices, primarily related to corn and ethanol, we use various derivative instruments, including forward corn, ethanol and distillers grain purchase contracts, over-the-counter and exchange-trade futures and option contracts.  When we have sufficient working capital available, we enter into derivative contracts to hedge our exposure to price risk related to forecasted corn needs and forward corn purchase contracts.  We use cash, futures and options contracts to hedge changes to the commodity prices of corn and ethanol.
 
Certain contracts that literally meet the definition of a derivative may be exempted from derivative accounting as normal purchases or normal sales.  Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business.  Contracts that meet the requirements of normal purchases or sales are documented as normal and exempted from the accounting and reporting requirements of derivative accounting.  Gains and losses
 

 
 
27

 

on contracts designated as normal purchases or normal sales contracts are not recognized until quantities are delivered or utilized in production.
 
In addition, the Company enters into short-term cash, options and futures contracts as a means of managing exposure to changes in commodity prices.  We maintain a risk management strategy that uses derivative instruments to minimize significant, unanticipated earnings fluctuations caused by market volatility.  Our specific goal is to protect ourselves from large fluctuations in commodity costs but, our hedging activities can also cause net income to be volatile from quarter to quarter due to the timing of the change in value of the derivative instruments relative to the cost and use of the commodity being hedged.  The effects, positive or negative, on our financial statements tend to be mitigated by offsetting changes in future periods; however, these offsetting changes do not always occur, in the same amounts and can have lag times of as much as twelve months.
 
Although our derivative instruments are intended to be effective economic hedges of specified risks, all of our derivatives are designated as non-hedge derivatives for accounting purposes.  For derivative instruments that are not accounted for as hedges, the change in fair value is recorded through earnings in the period of change (commonly referred to as the “mark to market” method).  The fair value of our derivatives are marked to market each period and changes in fair value are included in revenue when the contract relates to ethanol and costs of goods sold when the contract relates to corn.
 
By using derivatives to hedge exposures to changes in commodity prices, we have exposures on these derivatives to credit and market risk. We are exposed to credit risk that the counterparty might fail to fulfill its performance obligations under the terms of the derivative contract. We minimize our credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure we have with each counterparty and monitoring the financial condition of our counterparties.  Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices. We manage market risk by incorporating monitoring parameters within our risk management strategy that limit the types of derivative instruments and derivative strategies we use, and the degree of market risk that may be undertaken by the use of derivative instruments.
 
As part of our trading activity, we use futures and option contracts offered through regulated commodity exchanges to reduce risk and risk of loss in the market value of inventories.  To reduce that risk, we generally take positions using cash and futures contracts and options.  Any realized or unrealized gain or loss related to these derivative instruments was recorded in the statement of operations as a component of revenue if the contracts relate to ethanol and cost of goods sold if the contracts relate to corn.
 
 
·
Inventory
 
Inventory is stated at the lower of cost or market value using the average cost method.  Market value is based on current replacement values, except that it does not exceed net realizable values and it is not less than the net realizable values reduced by an allowance for normal profit margin.
 
 
·
Property and Equipment
 
Property and equipment is stated at cost. Construction in progress is comprised of costs related to constructing the plant and is depreciated upon completion of the plant.  Depreciation is computed using the straight-line method over the following estimated useful lives:
 
 
  Buildings                                             
40 Years
 
   
Process Equipment                                       
10-20 Years  
   
Office Equipment                                           
3-7 Years  
       
 
 
Maintenance and repairs are charged to expense as incurred; major improvements are capitalized.
 
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.   An impairment loss would be recognized when estimated undiscounted future cash flows from operations are less than the carrying value of the asset group.  An impairment loss would be measured by the amount by which the carrying value of the asset exceeds the fair value of the asset.  In accordance with Company policies, management found no event to have occurred that would trigger an evaluation of the plant for possible impairment on future cash flows from operations.
 

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

 
 
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Item 3.  Qualitative and Quantitative Disclosure About Market Risk.

Not applicable.


Item 4.  Controls and Procedures.
 
Our management, including our President (our principal executive officer), Brian T. Cahill, along with our Controller (our principal financial officer), Karen L. Kroymann, have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 15d-15 under the under the Securities Exchange Act of 1934), as of March 31, 2012.  Based upon this review and evaluation, these officers believe that our disclosure controls and procedures are presently effective in ensuring that material information related to us is recorded, processed, summarized and reported for the quarterly period ended March 31, 2012.
 
Our management has evaluated, with the participation of our President, any change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the period covered by this Quarterly Report on Form 10-Q. There was no change in our internal control over financial reporting identified in that evaluation that occurred during the fiscal period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 

 
 
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PART II -- Other Information

Item 1.  Legal Proceedings.

None.

Item 1A.  Risk Factors.

Not applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

      Not applicable.

Item 5.  Other Information.

None.

Item 6.  Exhibits.

(a)
Documents filed as part of this Report:

(1)
Balance Sheets at March 31, 2012 and September 30, 2011
Statements of Operations for the years ended March 31, 2012 and September 30, 2011
Statements of Members’ Equity for the years ended March 31, 2012 and 2011
Statement of Cash Flows for the year ended March 31, 2012 and March 31, 2011
Notes to Financial Statements

 
(b)
The following exhibits are filed herewith or incorporated by reference as set forth below:

2
Omitted – Inapplicable.
3(i)
Articles of Organization, as filed with the Iowa Secretary of State on March 28, 2005 (incorporated by reference to Exhibit 3(i) of Registration Statement on Form 10 filed by the Company on January 28, 2008).
4(i)
Third Amended and Restated Operating Agreement dated July 17, 2009 (incorporated by reference to Exhibit 3.1 of Form 8-K filed by the Company on August 21, 2009).
4(ii)
Amended and Restated Indenture between the Company and Treynor State Bank dated as of December 1, 2011 (1)
4(iii)
Form of Subscription Agreement between Holders and the Company (incorporated by reference to Exhibit 4(iv) of Form S-1/A filed by the Company on October 19, 2011).
4(iv)
Unit Transfer Policy, including QMS Manual attached thereto as Appendix 1 (incorporated by reference to Exhibit 4(v) of Form S-1/A filed by the Company on October 19, 2011).
4(v)
Form of Subscription Agreement between Holders and the Company for Iowa Purchasers who are not Members of the Company (incorporated by reference to Exhibit 4(vi) of Form S-1/A filed by the Company on October 19, 2011).
4(vi)
Form of Subscription Agreement between Holders and the Company for Iowa Purchasers who are already Members of the Company (incorporated by reference to Exhibit 4(vii) of Form S-1/A filed by the Company on October 19, 2011).
4(vii)
Form of Subscription Agreement between Holders and the Company for Arkansas Purchasers (incorporated by reference to Exhibit 4(viii) of Form S-1/A filed by the Company on October 19, 2011).
9
Omitted – Inapplicable.
10.1
Agreement dated October 13, 2006 with Bunge North America, Inc. (incorporated by reference to Exhibit 10.1 of Registration Statement on Form 10/A filed by the Company on October 23, 2008).  Portions of the Agreement have been omitted pursuant to a request for confidential treatment.

 
 
30

 

10.2
Executed Steam Service Contract dated January 22, 2007 with MidAmerican Energy Company (incorporated by reference to Exhibit 10.4 of Registration Statement on Form 10/A filed by the Company on October 23, 2008).   Portions of the Contract have been omitted pursuant to a request for confidential treatment.
10.3
Assignment of Steam Service Contract dated May 2, 2007 in favor of AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.5 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.4
Electric Service Contract dated December 15, 2006 with MidAmerican Energy Company (incorporated by reference to Exhibit 10.6 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.5
Assignment of Electric Service Contract dated May 2, 2007 in favor of AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.7 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.6
Distillers Grain Purchase Agreement dated October 13, 2006 with Bunge North America, Inc. (incorporated by reference to Exhibit 10.8 of Registration Statement on Form 10 filed by the Company on January 28, 2008).  Portions of the Agreement have been omitted pursuant to a request for confidential treatment.
10.7
Assignment of Distillers Grain Purchase Agreement dated May 2, 2007 in favor of AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.9 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.8
Grain Feedstock Agency Agreement dated October 13, 2006 with AGRI-Bunge, LLC (incorporated by reference to Exhibit 10.10 of Registration Statement on Form 10 filed by the Company on October 23, 2008).  Portions of the Agreement have been omitted pursuant to a request for confidential treatment.
10.9
Assignment of Grain Feedstock Agency Agreement dated May 2, 2007 with AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.11 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.10
License Agreement dated September 25, 2006 between the Company and ICM, Inc. (incorporated by reference to Exhibit 10.10 of Form S-1/A filed by the Company on February 24, 2011).  Portions of the Agreement have been omitted pursuant to a request for confidential treatment.
10.11
Security Agreement dated May 2, 2007 with AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.15 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.12
Mortgage, Security Agreement Assignment of Rents and Leases and Fixture Filing dated May 2, 2007 in favor of AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.16 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.13
Environmental Indemnity Agreement dated May 2, 2007 with AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.17 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.14
Convertible Note dated May 2, 2007 in favor of Monumental Life Insurance Company (incorporated by reference to Exhibit 10.18 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.15
Convertible Note dated May 2, 2007 in favor of Metlife Bank, N.A. (incorporated by reference to Exhibit 10.19 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.16
Convertible Note dated May 2, 2007 in favor of Cooperative Centrale Raiffeisen-Boerenleenbank, B.A. (incorporated by reference to Exhibit 10.20 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.17
Convertible Note dated May 2, 2007 in favor of Metropolitan Life Insurance Company (incorporated by reference to Exhibit 10.21 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.18
Convertible Note dated May 2, 2007 in favor of First National Bank of Omaha (incorporated by reference to Exhibit 10.22 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.19
Revolving Line of Credit Note in favor of Cooperative Centrale Raiffeisen-Boerenleenbank, B.A. (incorporated by reference to Exhibit 10.23 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.20
Revolving Line of Credit Note in favor of Metropolitan Life Insurance Company (incorporated by reference to Exhibit 10.24 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.21
Revolving Line of Credit Note in favor of First National Bank of Omaha (incorporated by reference to Exhibit 10.25 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.22
Term Revolving Note in favor of Metlife Bank, N.A. (incorporated by reference to Exhibit 10.26 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.23
Term Revolving Note in favor of Cooperative Centrale Raiffeisen-Boerenleenbank, B.A. (incorporated by reference to Exhibit 10.27 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.24
Term Revolving Note in favor of Metropolitan Life Insurance Company (incorporated by reference to Exhibit 10.28 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.25
Term Revolving Note in favor of First National Bank of Omaha (incorporated by reference to Exhibit 10.29 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.26
Lien Subordination Agreement dated May 2, 2007 among Southwest Iowa Renewable Energy, LLC, AgStar Financial Services, PCA and Iowa Department of Economic Development (incorporated by reference to Exhibit 10.30 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.27
Value Added Agricultural Product Marketing Development Grant Agreement dated November 3, 2006 with the United States of America (incorporated by reference to Exhibit 10.31 of Registration Statement on Form 10 filed by the Company on January 28, 2008).

 
 
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10.28
Fee Letter dated May 2, 2007 with AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.33 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.29
Master Contract dated November 21, 2006 with Iowa Department of Economic Development (incorporated by reference to Exhibit 10.35 of Registration Statement on Form 10 filed by the Company on January 28, 2008).
10.30
Amended and Restated Disbursing Agreement dated March 7, 2008 with AgStar Financial Services, PCA (incorporated by reference to Exhibit 10.39 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.31
Allonge to Revolving Line of Credit Note in favor of First National Bank of Omaha dated March 7, 2008 (incorporated by reference to Exhibit 10.43 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.32
Allonge to Revolving Line of Credit Note in favor of Cooperative Centrale Raiffeisen-Boerenleenbank, B.A., dated March 7, 2008 (incorporated by reference to Exhibit 10.44 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.33
Allonge to Revolving Line of Credit Note in favor of Metropolitan Life Insurance Company, dated March 7, 2008 (incorporated by reference to Exhibit 10.45 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.34
Allonge to Convertible Note in favor of First National Bank of Omaha, dated March 7, 2008 (incorporated by reference to Exhibit 10.46 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.35
Allonge to Convertible Note in favor of Metlife Bank, N.A., dated March 7, 2008 (incorporated by reference to Exhibit 10.47 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.36
Allonge to Convertible Note in favor of Metropolitan Life Insurance Company, dated March 7, 2008 (incorporated by reference to Exhibit 10.48 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.37
Allonge to Convertible Note in favor of Cooperative Centrale Raiffeisen-Boerenleenbank, B.A., dated March 7, 2008 (incorporated by reference to Exhibit 10.49 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.38
Allonge to Term Revolving Note in favor of First National Bank of Omaha, dated March 7, 2008 (incorporated by reference to Exhibit 10.50 of Amendment No. 1 to Registration Statement on Form 10  filed by the Company on March 21, 2008).
10.39
Allonge to Term Revolving Note in favor of Cooperative Centrale Raiffeisen-Boerenleenbank, B.A., dated March 7, 2008 (incorporated by reference to Exhibit 10.51 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.40
Allonge to Term Revolving Note in favor of Metlife Bank, N.A., dated March 7, 2008 (incorporated by reference to Exhibit 10.52 of Amendment No. 1 to Registration Statement on Form 10  filed by the Company on March 21, 2008).
10.41
Allonge to Term Revolving Note in favor of Metropolitan Life Insurance Company, dated March 7, 2008 (incorporated by reference to Exhibit 10.53 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.42
Allonge to Convertible Note in favor of Monumental Life Insurance Company, dated March 7, 2008 (incorporated by reference to Exhibit 10.54 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.43
Term Revolving Note in favor of Amarillo National Bank (incorporated by reference to Exhibit 10.55 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.44
Allonge to Term Revolving Note in favor of Amarillo National Bank, dated March 7, 2008 (incorporated by reference to Exhibit 10.56 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.45
Convertible Note dated May 2, 2007, in favor of Amarillo National Bank (incorporated by reference to Exhibit 10.57 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.46
Allonge to Convertible Note in favor of Amarillo National Bank, dated March 7, 2008 (incorporated by reference to Exhibit 10.58 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.47
Revolving Line of Credit Note in favor of Amarillo National Bank (incorporated by reference to Exhibit 10.59 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.48
Allonge to Revolving Line of Credit Note in favor of Amarillo National Bank, dated March 7, 2008 (incorporated by reference to Exhibit 10.60 of Amendment No. 1 to Registration Statement on Form 10 filed by the Company on March 21, 2008).
10.49
Amendment No. 01 dated March 9, 2007 with Iowa Department of Economic Development (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Company on June 10, 2006).
10.50
Amendment No. 02 dated May 30, 2008 with Iowa Department of Economic Development (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on June 10, 2006).
10.51
Base Agreement dated August 27, 2008 between Southwest Iowa Renewable Energy, LLC and Cornerstone Energy, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on September 2, 2008).
10.52
Risk Management Services Agreement dated December 15, 2008 with Bunge North America, Inc. (incorporated by reference to Exhibit 10.4 of Form 8-K filed by the Company on December 22, 2008).

 
 
32

 

10.53
Grain Feedstock Supply Agreement dated December 15, 2008 with AGRI-Bunge, LLC.  Portions of the Agreement have been omitted pursuant to a request for confidential treatment (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on December 22, 2008).
10.54
Subordinated Revolving Credit Note made by Southwest Iowa Renewable Energy, LLC in favor of Bunge N.A. Holdings, Inc. dated effective August 26, 2009 (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Company on September 2, 2009).
10.55
Amendment to Steam Service Contract by and between Southwest Iowa Renewable Energy, LLC and MidAmerican Energy Company dated effective October 3, 2008. Portions of the Agreement have been omitted pursuant to a request for confidential treatment. (incorporated by reference to Exhibit 10.61 of Form S-1/A filed by the Company on February 24, 2011)
10.56
Second Amendment to Steam Service Contract by and between Southwest Iowa Renewable Energy, LLC and MidAmerican Energy Company dated effective January 1, 2009. Portions of the Agreement have been omitted pursuant to a request for confidential treatment. (incorporated by reference to Exhibit 10.62 of Form S-1/A filed by the Company on February 24, 2011)
10.57
Third Amendment to Steam Service Contract by and between Southwest Iowa Renewable Energy, LLC and MidAmerican Energy Company dated effective January 1, 2009. Portions of the Agreement have been omitted pursuant to a request for confidential treatment. (incorporated by reference to Exhibit 10.63 of Form S-1/A filed by the Company on February 24, 2011)
10.58
Fourth Amendment to Steam Service Contract by and between Southwest Iowa Renewable Energy, LLC and MidAmerican Energy Company dated effective December 1, 2009. Portions of the Agreement have been omitted pursuant to a request for confidential treatment. (incorporated by reference to Exhibit 10.64 of Form S-1/A filed by the Company on February 24, 2011)
10.59
Amended and Restated Railcar Sublease Agreement dated March 25, 2009 with Bunge North America, Inc. (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on August 14, 2009).  Portions of the Agreement have been omitted pursuant to a request for confidential treatment.
10.60
Amended and Restated Credit Agreement by and among Southwest Iowa Renewable Energy, LLC and AgStar Financial Services, PCA, the Banks named therein, dated as of March 31, 2010 (incorporated by reference to Exhibit 99.1 of Form 8-K filed by the Company on April 5, 2010).
10.61
Loan Satisfaction Agreement, by and among Southwest Iowa Renewable Energy, LLC, ICM, Inc., and Commerce Bank, N.A., dated June 17, 2010 (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on June 23, 2010).
10.62
Negotiable Subordinated Term Loan Note issued by Southwest Iowa Renewable Energy, LLC in favor of ICM, Inc., dated June 17, 2010 (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Company on June 23, 2010).
10.63
ICM, Inc. Agreement – Equity Matters, by and between ICM, Inc. and Southwest Iowa Renewable Energy, LLC, dated as of June 17, 2010 (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Company on June 23, 2010).
10.64
Subordinated Term Loan Note issued by Southwest Iowa Renewable Energy, LLC in favor of Bunge N.A. Holdings, Inc., dated June 17, 2010 (incorporated by reference to Exhibit 10.4 of Form 8-K filed by the Company on June 23, 2010).
10.65
Bunge Agreement - Equity Matters by and between Southwest Iowa Renewable Energy, LLC and Bunge N.A. Holdings, Inc. date effective August 26, 2009. (incorporated by reference to Exhibit 10.72 of Form S-1/A filed by the Company on February 24, 2011)
10.66
First Amendment to Bunge Agreement – Equity Matters, by and between Bunge N.A. Holdings, Inc. and Southwest Iowa Renewable Energy, LLC, dated as of June 17, 2010 (incorporated by reference to Exhibit 10.5 of Form 8-K filed by the Company on June 23, 2010).
10.67
Subordination Agreement, by and among Bunge N.A. Holdings, Inc., ICM, Inc., and AgStar Financial Services, PCA and acknowledged by Southwest Iowa Renewable Energy, LLC, dated as of June 17, 2010 (incorporated by reference to Exhibit 10.6 of Form 8-K filed by the Company on June 23, 2010).
10.68
Intercreditor Agreement, by and between Bunge N.A. Holdings, Inc. and ICM, Inc. and acknowledged by Southwest Iowa Renewable Energy, LLC, dated as of June 17, 2010. (incorporated by reference to Exhibit 10.7 of Form 8-K filed by the Company on June 23, 2010).
10.69
Southwest Iowa Renewable Energy Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on July 6, 2010).
10.70
Joint Defense Agreement between ICM, Inc. and Southwest Iowa Renewable Energy, LLC dated July 13, 2010 (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on July 16, 2010).
10.71
Tricanter Purchase and Installation Agreement by and between ICM, Inc. and Southwest Iowa Renewable Energy, LLC dated August 25, 2010 (incorporated by reference to Exhibit 10.1 of Form 8-K/A filed by the Company on January 12, 2011). Portions of the Agreement have been omitted pursuant to a request for confidential treatment.
10.72
Corn Oil Agency Agreement by and between Bunge North America, Inc. and Southwest Iowa Renewable Energy, LLC effective as of November 12, 2010 (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on November 30, 2010).  Portions of the Agreement have been omitted pursuant to a request for confidential treatment.

 
 
33

 

10.73
Amendment to Amended and Restated Credit Agreement by and among Southwest Iowa Renewable Energy, LLC and AgStar Financial Services, PCA and the Banks named therein, effective as of March 31, 2011 (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on April 5, 2011).
10.74
Second Amendment to Amended and Restated Credit Agreement by and among the Company and AgStar Financial Services, PCA and the Banks named therein, effective as of June 30, 2011 (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on July 6, 2011).
10.75
Trustee Joinder to Intercreditor Agreement by Treynor State Bank dated December 12, 2011. (incorporated by reference to Exhibit  10.80 of Amendment No. 2 to Form S-1 filed by the Company on December 14, 2011).
10.76
Trustee Joinder to Subordination Agreement by Treynor State Bank dated December 12, 2011. (incorporated by reference to Exhibit  10.81 of Amendment No. 2 to Form S-1 filed by the Company on December 14, 2011).
10.77
Lease Agreement dated December 15, 2008 with Bunge North America, Inc. (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Company on December 22, 2008).
10.78
Ethanol Purchase Agreement dated effective January 1, 2012 by and between the Company and Bunge North American, Inc. (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on January 5, 2012) Portions of this agreement have been omitted pursuant to a request for confidential treatment.
10.79
Employment Agreement dated effective January 1, 2012 by and between the Company and Brian T. Cahill. (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Company on January 5, 2012).
10.80
First Amendment to Promissory Note by and between the Company and Bunge N.A. Holdings, Inc. dated February 29, 2012 (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Company on March 6, 2012).
10.81
Third Amendment to Amended and Restated Credit Agreement by and among Southwest Iowa Renewable Energy, LLC, AgStar Financial Services, PCA and the Banks named therein dated effective September 1, 2011 (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on April 2, 2012).
10.82
Fourth Amendment to Amended and Restated Credit Agreement by and among Southwest Iowa Renewable Energy, LLC, AgStar Financial Services, PCA and the Banks named therein dated effective March 30, 2012. (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on April 2, 2012).
31.1
Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) executed by the Principal Executive Officer.
31.2
Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) executed by the Principal Financial Officer.
32.1
Rule 15d-14(b) Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) executed by the Principal Executive Officer.
32.2
Rule 15d-14(b) Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) executed by the Principal Financial Officer.
101.XML
XBRL Instance Document
101.XSD
XBRL Taxonomy Schema
101.CAL
XBRL Taxonomy Calculation Database
101.LAB
XBRL Taxonomy Label Linkbase
101.PRE
XBRL Taxonomy Presentation Linkbase


 
 
34

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
SOUTHWEST IOWA RENEWABLE ENERGY, LLC
   
Date: May 1, 2012
/s/ Brian T. Cahill
 
 
President and Chief Executive Officer
   
Date: May 1, 2012
/s/ Karen L. Kroymann
 
 
Controller and Principal Financial Officer

 
 
 
 
 
 
 
 
35