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EX-32.2 - CERTIFICATION - RED TRAIL ENERGY, LLCcertification32212-31x15.htm
EX-32.1 - CERTIFICATION - RED TRAIL ENERGY, LLCcertification32112-31x15.htm
EX-31.1 - CERTIFICATION - RED TRAIL ENERGY, LLCcertification31112-31x15.htm
EX-31.2 - CERTIFICATION - RED TRAIL ENERGY, LLCcertification31212-31x15.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
 
 
For the quarterly period ended December 31, 2015
 
 
 
OR
 
 
o
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
 
 
For the transition period from               to               .
 
 
 
COMMISSION FILE NUMBER 000-52033
 
RED TRAIL ENERGY, LLC
(Exact name of registrant as specified in its charter)
 
North Dakota
 
76-0742311
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
3682 Highway 8 South, P.O. Box 11, Richardton, ND 58652
(Address of principal executive offices)
 
(701) 974-3308
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has 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.
x Yes     o 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).
x Yes     o 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 o
Accelerated Filer  o
Non-Accelerated Filer x
Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes     x No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 

As of February 16, 2016, there were 40,148,160 Class A Membership Units outstanding.

1


INDEX



2


PART I        FINANCIAL INFORMATION

Item 1. Financial Statements

RED TRAIL ENERGY, LLC
Condensed Balance Sheets

 ASSETS
 
December 31, 2015
 
September 30, 2015

 
 (Unaudited)
 

Current Assets
 

 

Cash and equivalents
 
$
12,053,524

 
$
5,090,662

Restricted cash - margin account
 
1,278,876

 
2,179,011

Accounts receivable, primarily related party
 
2,198,835

 
2,228,150

Other receivables
 
1,182,097

 
1,790,770

Commodities derivative instruments, at fair value
 
116,250

 

Inventory
 
16,128,554

 
11,692,322

Prepaid expenses
 
271,019

 
70,481

Total current assets
 
33,229,155

 
23,051,396


 

 

Property, Plant and Equipment
 

 

Land
 
836,428

 
836,428

Land improvements
 
4,127,372

 
4,127,372

Buildings
 
7,807,148

 
7,807,148

Plant and equipment
 
82,518,791

 
82,500,249

Construction in progress
 
154,922

 
89,453


 
95,444,661

 
95,360,650

Less accumulated depreciation
 
45,552,525

 
44,420,567

Net property, plant and equipment
 
49,892,136

 
50,940,083


 

 

Other Assets
 

 

Debt issuance costs, net of amortization
 
23,358

 
27,879

Investment in RPMG
 
605,000

 
605,000

Patronage equity
 
2,902,908

 
2,902,908

Deposits
 
40,000

 
40,000

Total other assets
 
3,571,266

 
3,575,787


 

 

Total Assets
 
$
86,692,557

 
$
77,567,266


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

3


RED TRAIL ENERGY, LLC
Condensed Balance Sheets

LIABILITIES AND MEMBERS' EQUITY
 
December 31, 2015
 
September 30, 2015

 
 (Unaudited)
 

Current Liabilities
 

 

Accounts payable
 
$
3,480,242

 
$
2,676,888

Accrued expenses
 
11,364,787

 
2,946,772

Commodities derivative instruments, at fair value (see note 2)
 

 
279,362

Accrued loss on firm purchase commitments (see note 7)
 
24,000

 
61,000

Current maturities of long-term debt
 
3,966,333

 
3,976,681

Total current liabilities
 
18,835,362

 
9,940,703


 

 

Long-Term Liabilities
 

 

Notes payable
 
1,589,166

 
1,862,246

Total long-term liabilities
 
1,589,166

 
1,862,246


 

 

Members’ Equity (40,148,160 Class A Membership Units issued and outstanding)
 
66,268,029

 
65,764,317

 
 
 
 
 
Total Liabilities and Members’ Equity
 
$
86,692,557

 
$
77,567,266


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

4


RED TRAIL ENERGY, LLC
Statements of Operations (Unaudited)


Three Months Ended
 
Three Months Ended

December 31, 2015
 
December 31, 2014

(Unaudited)
 
(Unaudited)
Revenues, primarily related party
$
25,439,795

 
$
29,612,851



 

Cost of Goods Sold

 

Cost of goods sold
23,695,268

 
27,735,580

Lower of cost or market inventory adjustment
583,392

 

Loss on firm purchase commitments

 
46,000

Total Cost of Goods Sold
24,278,660

 
27,781,580



 

Gross Profit
1,161,135

 
1,831,271



 

General and Administrative Expenses
632,483

 
544,767



 

Operating Income
528,652

 
1,286,504



 

Other Income (Expense)

 

Interest income
19,980

 
18,249

Other income
27,545

 
6,894

Interest expense
(72,466
)
 
(137,727
)
Total other income (expense), net
(24,941
)
 
(112,584
)


 

Net Income
$
503,711

 
$
1,173,920



 

Weighted Average Units Outstanding
 
 
 
  Basic
40,148,160

 
40,148,160



 

  Diluted
40,148,160

 
40,148,160

 
 
 
 
Net Income Per Unit

 
 
  Basic
$
0.01

 
$
0.03



 

  Diluted
$
0.01

 
$
0.03

 
 
 
 

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



5


RED TRAIL ENERGY, LLC
Condensed Statements of Cash Flows (Unaudited)

Three Months Ended
 
Three Months Ended

December 31, 2015
 
December 31, 2014
Cash Flows from Operating Activities
(Unaudited)
 
(Unaudited)
Net income
$
503,711

 
$
1,173,920

Adjustments to reconcile net income to net cash provided by operating activities:

 

Depreciation and amortization
1,136,479

 
1,030,937

Change in fair value of derivative instruments
(395,613
)
 
4,240,329

Lower of cost or market inventory adjustment
(583,392
)
 

Loss on firm purchase commitments
24,000

 

Change in operating assets and liabilities:

 

Restricted cash
900,135

 
(3,627,590
)
Accounts receivable
29,315

 
(1,052,075
)
Other receivables
608,673

 
506,447

Inventory
(3,876,839
)
 
(6,473,091
)
Prepaid expenses
(200,539
)
 
(136,615
)
Accounts payable
803,354

 
2,036,515

Accrued expenses
8,418,016

 
2,415,022

Accrued purchase commitment losses
(37,000
)
 
18,000

Net cash provided by operating activities
7,330,300

 
131,799

 
 
 
 
Cash Flows from Investing Activities

 

Capital expenditures
(84,010
)
 
(807,108
)
   Net cash (used in) investing activities
(84,010
)
 
(807,108
)
 
 
 
 
Cash Flows from Financing Activities

 

Debt repayments
(283,428
)
 
(7,725,064
)
Net cash (used in) financing activities
(283,428
)
 
(7,725,064
)


 

Net Increase (Decrease) in Cash and Equivalents
6,962,862

 
(8,400,373
)
Cash and Equivalents - Beginning of Period
5,090,662

 
21,952,259

Cash and Equivalents - End of Period
$
12,053,524

 
$
13,551,886



 

Supplemental Disclosure of Cash Flow Information

 

Interest paid
$
72,830

 
$
138,243

Capital expenditures in accounts payable
$

 
$
275,364


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


6


RED TRAIL ENERGY, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2015



The accompanying condensed unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. These financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in the Company's audited financial statements for the fiscal year ended September 30, 2015, contained in the Company's Annual Report on Form 10-K.

In the opinion of management, the interim condensed unaudited financial statements reflect all adjustments considered necessary for fair presentation. The adjustments made to these statements consist only of normal recurring adjustments. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2016.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Red Trail Energy, LLC, a North Dakota limited liability company (the “Company”), owns and operates a 50 million gallon annual name-plate production ethanol plant near Richardton, North Dakota (the “Plant”).

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported revenues and expenses. Significant items subject to such estimates and assumptions include the useful lives of property, plant and equipment, inventory and allowance for doubtful accounts. Actual results could differ from those estimates.
 
Net Income (Loss) Per Unit

Net income (loss) per unit is calculated on a basic and fully diluted basis using the weighted average units outstanding during the period.

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” which supersedes the guidance in “Revenue Recognition (Topic 605)” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period and is to be applied retrospectively, with early application not permitted. We are evaluating the new standard, but do not at this time expect this standard to have a material impact on our consolidated financial statements.

2. DERIVATIVE INSTRUMENTS

Commodity Contracts

As part of its hedging strategy, the Company may enter into ethanol, soybean, soybean oil, and corn commodity-based derivatives in order to protect cash flows from fluctuations caused by volatility in commodity prices in order to protect gross profit margins from potentially adverse effects of market and price volatility on ethanol sales, corn oil sales, and corn purchase commitments where the prices are set at a future date. These derivatives are not designated as effective hedges for accounting purposes. For derivative instruments that are not accounted for as hedges, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. Ethanol derivative fair market value gains or losses are included in the results of operations and are classified as revenue and corn derivative changes in fair market value are included in cost of goods sold.


7


RED TRAIL ENERGY, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2015


As of:
 
December 31, 2015 (unaudited)
 
September 30, 2015
Contract Type
 
# of Contracts
Notional Amount (Qty)
Fair Value
 
# of Contracts
Notional Amount (Qty)
Fair Value
Corn futures
 
100

500,000

bushels
$
116,250

 
638

3,190,000

bushels
$
(67,787
)
Corn options
 


bushels
$

 
500

2,500,000

bushels
$
(196,875
)
Soybean oil futures
 


gal
$

 
10

420,000

gal
$
(14,700
)
Total fair value
 
 
 
 
$
116,250

 
 
 
 
$
(279,362
)
Amounts are combined on the balance sheet - negative numbers represent liabilities

The following tables provide details regarding the Company's derivative financial instruments at December 31, 2015 and September 30, 2015:
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Balance Sheet - as of December 31, 2015 (unaudited)
 
Asset
 
Liability
Commodity derivative instruments, at fair value
 
$
116,250

 
$

Total derivatives not designated as hedging instruments for accounting purposes
 
$
116,250

 
$

 
 
 
 
 
Balance Sheet - as of September 30, 2015
 
Asset
 
Liability
Commodity derivative instruments, at fair value
 
$

 
$
279,362

Total derivatives not designated as hedging instruments for accounting purposes
 
$

 
$
279,362


Statement of Operations Income/(Expense)
 
Location of gain (loss) in fair value recognized in income
 
Amount of gain(loss) recognized in income during the three months ended December 31, 2015 (unaudited)
 
Amount of gain (loss) recognized in income during the three months ended December 31, 2014 (unaudited)
Corn derivative instruments
 
Cost of Goods Sold
 
$
786,511

 
$
(2,785,328
)
Ethanol derivative instruments
 
Revenue
 
6,426

 
(1,901,453
)
Natural gas derivative instruments
 
Cost of Goods Sold
 
(148,300
)
 

Total
 
 
 
$
644,637

 
$
(4,686,781
)


8


RED TRAIL ENERGY, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2015


3. INVENTORY
Inventory is valued at the lower of cost or market. Inventory values as of December 31, 2015 and September 30, 2015 were as follows:
As of
 
December 31, 2015
(unaudited)
 
September 30, 2015
Raw materials, including corn, chemicals and supplies
 
$
12,065,347

 
$
8,237,494

Work in process
 
926,942

 
862,327

Finished goods, including ethanol and distillers grains
 
1,172,324

 
649,524

Spare parts
 
1,963,941

 
1,942,977

Total inventory
 
$
16,128,554

 
$
11,692,322

Lower of cost or market adjustments for the three months ended December 31, 2015 and 2014 were as follows:

 
 
For the three months ended December 31, 2015 (unaudited)
 
For the three months ended December 31, 2014 (unaudited)
Loss on firm purchase commitments
 
$

 
$
46,000

Loss on lower of cost or market adjustment for inventory on hand
 
583,392

 

Total loss on lower of cost or market adjustments
 
$
583,392

 
$
46,000


The Company has entered into forward corn purchase contracts under which it is required to take delivery at the contract price. At the time the contracts were created, the price of the contract approximated market price. Subsequent changes in market conditions could cause the contract prices to become higher or lower than market prices. As of December 31, 2015, the average price of corn purchased under certain fixed price contracts, that had not yet been delivered, was greater than approximated market price. Based on this information, the Company has an estimated loss on firm purchase commitments of $0 and $46,000 for the three months ended December 31, 2015 and 2014, respectively. The loss is recorded in “Loss on firm purchase commitments” on the statements of operations. The amount of the loss was determined by applying a methodology similar to that used in the impairment valuation with respect to inventory. Given the uncertainty of future ethanol prices, this loss may or may not be recovered, and further losses on the outstanding purchase commitments could be recorded in future periods.

4. BANK FINANCING
As of
 
December 31, 2015 (unaudited)
 
September 30, 2015
Long-term notes payable under loan agreement to bank
 
$
5,534,820

 
$
5,807,253

Capital lease obligations (Note 6)
 
20,679

 
31,674

Total Long-Term Debt
 
5,555,499

 
5,838,927

Less amounts due within one year
 
3,966,333

 
3,976,681

Total Long-Term Debt Less Amounts Due Within One Year
 
$
1,589,166

 
$
1,862,246


The Company's notes payable consists of a term loan. As of December 31, 2015, the fixed interest rate on the term loan was 4.96%. This loan matures on March 20, 2020.

The Company also has a $10,000,000 operating line-of-credit that matures on March 20, 2016. At December 31, 2015, the Company had $0 drawn on this line-of-credit leaving a balance of $10,000,000 available. The variable interest rate was 3.20% for amounts drawn on the operating line of credit. Of the $10,000,000 revolving line-of-credit, the Company is not allowed to draw $1,300,000 which is reserved as a source of funds to support a guaranteed payment the Company agreed to related to its natural gas pipeline. While the Company does not expect that it will be required to make a direct payment for the natural gas

9


RED TRAIL ENERGY, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2015


pipeline, the Company's agreement requires it to have funds available in the event the Company is required to make the guaranteed payment.
        
The Company's loans are secured by a lien on substantially all of the assets of the Company.

Scheduled debt maturities for the twelve months ending December 31
 
Totals
 
 
 
2016
 
$
3,966,333

2017
 
1,185,725

2018
 
401,174

2019
 
2,267

Total
 
$
5,555,499


As of December 31, 2015, the Company was in compliance with all of its debt covenants.

5. FAIR VALUE MEASUREMENTS

The following table provides information on those assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2015 and September 30, 2015, respectively.
 
 
 
 
 
Fair Value Measurement Using
 
Carrying Amount as of December 31, 2015 (unaudited)
 
Fair Value as of December 21, 2015 (unaudited)
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
 
Commodities derivative instruments
$
116,250

 
$
116,250

 
$
116,250

 
$

 
$

Total
$
116,250

 
$
116,250

 
$
116,250

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Measurement Using
 
Carrying Amount as of September 30, 2015
 
Fair Value as of September 30, 2015
 
Level 1
 
Level 2
 
Level 3
Liabilities
 
 
 
 
 
 
 
 
 
Commodities derivative instruments
$
279,362

 
$
279,362

 
$
279,362

 
$

 
$

Total
$
279,362

 
$
279,362

 
$
279,362

 
$

 
$


The fair value of the corn, ethanol and soybean oil derivative instruments is based on quoted market prices in an active market.

Financial Instruments Not Measured at Fair Value

The estimated fair value of the Company's long-term debt, including the short-term portion, at December 31, 2015 and September 30, 2015 approximated the carrying value of approximately $5.5 million and $5.8 million, respectively. Fair value was estimated using estimated variable market interest rates as of December 31, 2015. The fair values and carrying values consider the terms of the related debt and exclude the impacts of debt discounts and derivative/hedging activity.


10


RED TRAIL ENERGY, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2015


6. LEASES

The Company leases equipment under operating and capital leases through January 2020. The Company is generally responsible for maintenance, taxes, and utilities for leased equipment. Equipment under operating lease includes a locomotive and rail cars. Rent expense for operating leases was approximately $106,000 and $128,000 for the three months ended December 31, 2015 and 2014, respectively. Equipment under capital leases consists of office equipment and plant equipment.

Equipment under capital leases is as follows at:
As of
 
December 31, 2015
(unaudited)
 
September 30, 2015
Equipment
 
$
564,648

 
$
564,648

Less accumulated amortization
 
(121,027
)
 
(111,604
)
Net equipment under capital lease
 
$
443,621

 
$
453,044


At December 31, 2015, the Company had the following minimum commitments, which at inception had non-cancelable terms of more than one year. Amounts shown below are for the 12 months period ending December 31:

 
 
Operating Leases
 
Capital Leases
2016
 
$
268,255

 
$
13,192

2017
 
208,920

 
2,600

2018
 
109,810

 
2,620

2019
 
100,800

 
2,267

2020
 
8,400

 

Total minimum lease commitments
 
$
696,185

 
20,679

Less amount representing interest
 
 
 

Present value of minimum lease commitments included in current maturities of long-term debt on the balance sheet
 
 
 
$
20,679


7. COMMITMENTS AND CONTINGENCIES

Firm Purchase Commitments for Corn

To ensure an adequate supply of corn to operate the Plant, the Company enters into contracts to purchase corn from local farmers and elevators. At December 31, 2015, the Company had various fixed price contracts for the purchase of approximately 492,000 bushels of corn. Using the stated contract price for the fixed price contracts, the Company had commitments of approximately $1.7 million related to the 492,000 bushels under contract.

8. RELATED-PARTY TRANSACTIONS

The Company has balances and transactions in the normal course of business with various related parties for the purchase of corn, sale of distillers grains and sale of ethanol. The related parties include unit holders, members of the board of governors of the Company, and RPMG, Inc. (“RPMG”). During the Company's first quarter of 2015, the Company received a capital account refund from RPMG which is included in other income (expense) in the Company's Statement of Operations. Significant related party activity affecting the financial statements is as follows:

11


RED TRAIL ENERGY, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2015


 
 
December 31, 2015
(unaudited)
 
September 30, 2015
Balance Sheet
 
 
 
 
Accounts receivable
 
$
2,183,177

 
$
2,783,821

Accounts Payable
 
2,465,644

 
402,732

 
 
 
 
 

 
 
For the three months ended December 31, 2015 (unaudited)
 
For the three months ended December 31, 2014 (unaudited)
Statement of Operations
 
 
 
 
Revenues
 
$
29,120,303

 
$
29,081,224

Realized gain on corn hedge
 

 
925,400

Cost of goods sold
 
12,815

 
42,553

General and administrative
 
25,847

 
18,073

Inventory Purchases
 
$
3,966,653

 
$
1,939,928


9. UNCERTAINTIES IMPACTING THE ETHANOL INDUSTRY AND OUR FUTURE OPERATIONS

The Company has certain risks and uncertainties that it experiences during volatile market conditions, which can have a severe impact on operations. The Company's revenues are derived from the sale and distribution of ethanol and distillers grains to customers primarily located in the United States. Corn for the production process is supplied to the plant primarily from local agricultural producers and from purchases on the open market. The Company's operating and financial performance is largely driven by prices at which the Company sells ethanol and distillers grains and by the cost at which it is able to purchase corn for operations. The price of ethanol is influenced by factors such as prices, supply and demand, weather, government policies and programs, and unleaded gasoline and the petroleum markets, although since 2005 the prices of ethanol and gasoline began a divergence with ethanol selling for less than gasoline at the wholesale level. Excess ethanol supply in the market, in particular, puts downward pressure on the price of ethanol. The Company's largest cost of production is corn. The cost of corn is generally impacted by factors such as supply and demand, weather, government policies and programs. The Company's risk management program is used to protect against the price volatility of these commodities.

The Company's financial performance is highly dependent on the Federal Renewable Fuels Standard ("RFS") which requires that a certain amount of renewable fuels must be used each year in the United States. Corn based ethanol, such as the ethanol the Company produces, can be used to meet a portion of the RFS requirement. In November 2013, the EPA issued a proposed rule which would reduce the RFS for 2014, including the RFS requirement related to corn based ethanol. The EPA proposed rule was subject to a comment period which expired in January 2014. The EPA released its final proposed rule for the RFS on May 29, 2015 which reduced the ethanol use requirement for 2014, 2015 and 2016 for corn-based ethanol. On November 30, 2015, the EPA released its final ethanol use requirements for 2014, 2015 and 2016 which are lower than the statutory requirements in the RFS which could have a significant negative impact on the Company's financial performance.

The Company anticipates that the results of operations during the remainder of fiscal 2016 will continue to be affected by volatility in the commodity markets. The volatility is due to various factors, including uncertainty with respect to the availability and supply of corn, increased demand for grain from global and national markets, speculation in the commodity markets and demand for corn from the ethanol industry.

10. SUBSEQUENT EVENT

Management evaluated all other activity of the Company and concluded that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes to the condensed consolidated financial statements.


12


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

We prepared the following discussion and analysis to help you better understand our financial condition, changes in our financial condition, and results of operations for the three month period ended December 31, 2015, compared to the same period of the prior fiscal year. This discussion should be read in conjunction with the condensed financial statements, notes and information contained in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2015. Unless otherwise stated, references in this report to particular years, quarters, months, or periods refer to our fiscal years ended in September and the associated quarters, months, or periods of those fiscal years.

Forward Looking Statements

This report contains forward-looking statements that involve future events, our future performance and our 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:

Reductions in the corn-based ethanol use requirement in the Federal Renewable Fuels Standard;
Lower oil prices which result in lower ethanol prices;
Negative operating margins which result from lower ethanol prices;
Lower distillers grains prices which result from the Chinese antidumping investigation;
Logistics difficulties preventing us from delivering our products to our customers;
Fluctuations in the price and market for ethanol, distillers grains and corn oil;
Availability and costs of products and raw materials, particularly corn and natural gas;
Changes in the environmental regulations that apply to our plant operations and our ability to comply with such regulations;
Ethanol supply exceeding demand and corresponding ethanol price reductions impacting our ability to operate profitably and maintain a positive spread between the selling price of our products and our raw material costs;
Our ability to generate and maintain sufficient liquidity to fund our operations, meet debt service requirements and necessary capital expenditures;
Our ability to continue to meet our loan covenants;
Limitations and restrictions contained in the instruments and agreements governing our indebtedness;
Results of our hedging transactions and other risk management strategies;
Changes and advances in ethanol production technology; and
Competition from alternative fuels and alternative fuel additives.

Overview
 
Red Trail Energy, LLC, a North Dakota limited liability company (the "Company," "Red Trail," or "we," "our," or "us"), owns and operates a 50 million gallon annual name-plate production ethanol plant near Richardton, North Dakota. Our revenues are derived from the sale and distribution of our ethanol, distillers grains and corn oil primarily in the continental United States.  Corn is our largest cost component and our profitability is highly dependent on the spread between the price of corn and the price of ethanol.

During the second quarter of our 2015 fiscal year we completed a capital project to convert the fuel source for the ethanol plant from coal to natural gas. We financed the natural gas conversion project from cash we had on hand as well as funds we had available to borrow on our line of credit. As a result, we are now dependent on the price and availability of natural gas in order to operate the ethanol plant instead of coal.

The ethanol industry is dependent on several economic incentives to produce ethanol, the most significant of which is the Federal Renewable Fuels Standard (the "RFS"). The RFS requires that in each year, a certain amount of renewable fuels must be used in the United States. The RFS statutory volume requirement increases incrementally each year until the United States is required to use 36 billion gallons of renewable fuels by 2022.

The United States Environmental Protection Agency (the "EPA") has the authority to waive the RFS statutory volume requirement, in whole or in part, provided one of the following two conditions have been met: (1) there is inadequate domestic renewable fuel supply; or (2) implementation of the requirement would severely harm the economy or environment of a state, region or the United States. Annually, the EPA is supposed to pass a rule that establishes the number of gallons of different types of renewable fuels that must be used in the United States which is called the renewable volume obligations.

13



The RFS statutory volume requirement for corn based ethanol is 14.4 billion gallons in 2014, 15 billion gallons in 2015 and 15 billion gallons in 2016. On November 30, 2015, the EPA released its final renewable volume obligations for corn-based ethanol for 2014 through 2016 which reduced the corn-based ethanol use requirements pursuant to the RFS below the statutory requirements. Pursuant to the final renewable volume obligation release, the RFS requirement for corn-based ethanol was 13.61 billion gallons for 2014, 14.05 billion gallons for 2015 and 14.5 billion gallons for 2016. Many in the ethanol industry believe that this significant departure from the statutory requirements for the RFS is not supported by the law and will have a significant negative impact on the ethanol industry. Management anticipates that there will be legal challenges to the EPA's final renewable volume obligation release.

China is the world's largest importer of distillers grains produced in the United States. On January 12, 2016, the Chinese government announced that it will commence an antidumping and countervailing duty investigation related to distillers grains imported from the United States. This investigation was commenced in November 2015 by Chinese distillers grain producers. This investigation will likely lead to a decrease in distillers grains exports to China in the short-term and may result in the imposition of tariffs by the Chinese in the long-term. This antidumping and countervailing duty investigation could significantly decrease demand and prices for distillers grains produced in the United States. This potential reduction in demand along with lower domestic corn prices could result in excess distillers grains supplies in the United States and could negatively impact our ability to profitably operate the ethanol plant.

Results of Operations for the Three Months Ended December 31, 2015 and 2014
 
The following table shows the results of our operations and the percentages of revenues, cost of goods sold, general and administrative expenses and other items to total revenues in our unaudited statements of operations for the three months ended December 31, 2015 and 2014:
 
Three Months Ended
December 31, 2015 (Unaudited)
 
Three Months Ended
December 31, 2014 (Unaudited)
Statement of Operations Data
Amount
 
%
 
Amount
 
%
Revenues
$
25,439,795

 
100.00

 
$
29,612,851

 
100.00

Cost of Goods Sold
24,278,660

 
95.44

 
27,781,580

 
93.82

Gross Profit
1,161,135

 
4.56

 
1,831,271

 
6.18

General and Administrative Expenses
632,483

 
2.49

 
544,767

 
1.84

Operating Income
528,652

 
2.08

 
1,286,504

 
4.34

Other Income (Expense)
(24,941
)
 
(0.10
)
 
(112,584
)
 
(0.38
)
Net Income
$
503,711

 
1.98

 
$
1,173,920

 
3.96

    

14


The following table shows additional data regarding production and price levels for our primary inputs and products for the three months ended December 31, 2015 and 2014.
 
 
Three Months ended December 31, 2015 (unaudited)
 
Three Months ended
December 31, 2014
(unaudited)
Production:
 
 
 
 
  Ethanol sold (gallons)
 
14,641,203

 
13,690,081

  Dried distillers grains sold (tons)
 
30,746

 
25,590

  Modified distillers grains sold (tons)
 
23,204

 
19,191

Corn oil sold (pounds)
 
2,959,600

 
2,120,540

Revenues:
 
 
 
 
  Ethanol average price per gallon (net of hedging)
 
$
1.33

 
$
1.85

  Dried distillers grains average price per ton
 
122.01

 
109.62

  Modified distillers grains average price per ton
 
60.86

 
46.26

Corn oil average price per pound
 
0.21

 
0.23

Primary Inputs:
 
 
 
 
  Corn ground (bushels)
 
5,358,237

 
4,848,133

Natural gas (MMBtu)
 
423,573

 
23,909

Costs of Primary Inputs:
 
 
 
 
  Corn average price per bushel (net of hedging)
 
$
3.58

 
$
3.43

Other Costs (per gallon of ethanol sold):
 
 
 
 
  Chemical and additive costs
 
$
0.105

 
$
0.115

  Denaturant cost
 
0.034

 
0.044

  Electricity cost
 
0.042

 
0.066

  Direct labor cost
 
0.052

 
0.066


Revenue

Our revenue was significantly lower for the first quarter of our 2016 fiscal year compared to the same period of our 2015 fiscal year due to lower prices for our ethanol and corn oil, partially offset by increased production and increased distillers grains prices. During the first quarter of our 2016 fiscal year, approximately 76.5% of our total revenue was derived from ethanol sales, approximately 20.3% was from distillers grains sales and approximately 2.5% was from corn oil sales. During the first quarter of our 2015 fiscal year, approximately 85.3% of our total revenue was derived from ethanol sales, approximately 12.5% was from distillers grains sales and approximately 1.6% was from corn oil sales.

Ethanol

The average price we received for our ethanol was approximately 28.1% less during the first quarter of our 2016 fiscal year compared to the first quarter of our 2015 fiscal year. Management attributes this decrease in the price we received for our ethanol during the first quarter of our 2016 fiscal year to lower gasoline prices and an increase in industry output. While management believes the recent reduction in the ethanol use requirements in the RFS has had an impact on ethanol prices, the primary drivers of the lower ethanol prices are increased industry output and lower gasoline prices. However, as a result of the lower gasoline prices, gasoline demand has increased which may increase demand for ethanol and could positively impact ethanol prices. Management anticipates continued lower oil prices which management believes will continue to negatively impact ethanol prices. These lower ethanol prices may negatively impact our ability to profitably operate the ethanol plant. However, management believes that the lower ethanol prices may result in increased exports of ethanol which could positively impact ethanol demand and prices.

We sold significantly more gallons of ethanol during the first quarter of our 2016 fiscal year compared to the first quarter of our 2015 fiscal year due to additional production capacity at the plant due to our natural gas conversion project. Management anticipates that our ethanol production and sales will be higher going forward due to the plant improvements we have made which have increased our total production capacity. We continue to work to maximize the additional production capacity of our ethanol plant.

15



From time to time we enter into forward sales contracts for our products. At December 31, 2015, we had approximately 840,000 gallons of ethanol futures contracts. These ethanol futures contracts resulted in a gain of approximately $6,000 during the first quarter of our 2016 fiscal year which increased our revenue. By comparison, our ethanol futures contracts resulted in a loss of approximately $1.9 million for the first quarter of our 2015 fiscal year which decreased our revenue.

Distillers Grains

The average price we received for our distillers grains during the first quarter of our 2016 fiscal year was higher compared to the first quarter of our 2015 fiscal year. Management attributes this increase in distillers grains prices with higher corn prices. Management anticipates distillers grains prices will be lower during the remaining quarters of our 2016 fiscal year as a result of the Chinese antidumping and countervailing duty investigation along with increased corn availability. Since distillers grains are a feed substitute for corn, the market price of distillers grains is typically impacted by changes in corn prices and availability.

We produced and sold more total tons of distillers grains during the first quarter of our 2016 fiscal year compared to the first quarter of our 2015 fiscal year due to increased total production during the first quarter of our 2016 fiscal year. Management anticipates that our distillers grains production will remain higher than in previous years due to our capital improvement projects provided operating margins remain positive.

Corn Oil

The total pounds of corn oil we sold was higher during the first quarter of our 2016 fiscal year compared to the first quarter of our 2015 fiscal year due to increased total production by the ethanol plant and increased efficiency in extracting corn oil during the 2016 period. Management anticipates that our corn oil production will continue to be higher during our 2016 fiscal year compared to our 2015 fiscal year. Corn oil prices were lower during the first quarter of our 2016 fiscal year compared to the first quarter of our 2015 fiscal year due primarily to less corn oil demand from the biodiesel industry and lower corn and soybean oil prices. Management anticipates corn oil prices may rebound during our 2016 fiscal year since the biodiesel blenders' tax credit was renewed for 2016 which may lead to increased biodiesel production. We anticipate that biodiesel producers will use more corn oil to produce biodiesel during our 2016 fiscal year.
    
Cost of Goods Sold

Our cost of goods sold is primarily made up of corn and energy expenses. Since we converted the ethanol plant from a coal fired plant to a natural gas based ethanol plant, our profitability will in part depend on natural gas prices instead of coal prices. Our cost of goods sold was lower for the first quarter of our 2016 fiscal year as compared to the first quarter of our 2015 fiscal year. The decrease in our cost of goods sold for the first quarter of our 2016 fiscal year compared to the same period of 2015 was due primarily to lower total corn costs after taking into account our derivative instrument positions and lower energy costs due to the conversion to natural gas.

Corn Costs

Our cost of goods sold related to corn was lower for the first quarter of our 2016 fiscal year compared to the first quarter of our 2015 fiscal year due to less losses on our derivative instruments during the first quarter of our 2016 fiscal year. While we consumed more corn and paid a slightly higher price for the corn without taking into account our derivative instruments during the 2016 period, we had a loss of approximately $2.8 million on our corn derivative instruments during the first quarter of our 2015 fiscal year which increased our cost of goods sold. By comparison, we had a gain on our corn derivative instruments of approximately $787,000 during the first quarter of our 2016 fiscal year which reduced our cost of goods sold. We also adjusted the value of our corn inventory using a lower of cost or market analysis which increased our cost of goods sold during the 2016 period. We consumed approximately 10.52% more bushels of corn during the first quarter of our 2016 fiscal year compared to the first quarter of our 2015 fiscal year due to our increased production. In addition, the average price we paid per bushel of corn, without taking into account derivative instrument gains or losses, increased by approximately 4.07% during the first quarter of our 2016 fiscal year compared to the first quarter of our 2015 fiscal year due to changing market prices for corn. Management anticipates that we will continue to consume more corn in the future due to our natural gas conversion project which allows us to produce more of our products. Management anticipates that corn prices will remain relatively stable during our 2016 fiscal year due to ample corn supplies and relatively stable corn demand.

From time to time we enter into forward purchase contracts for our commodity purchases and sales. At December 31, 2015, we had forward corn purchase contracts for various delivery periods through December 2016 for a total commitment of approximately $1.7 million. Our corn derivative positions resulted in a gain of approximately $787,000 during the first quarter

16


of our 2016 fiscal year which decreased our cost of goods sold. By comparison, our corn derivative positions resulted in a loss of approximately $2.8 million during the first quarter of our 2015 fiscal year which increased our cost of goods sold.

Energy Costs

During the second quarter of our 2015 fiscal year, our natural gas conversion project came online. As a result, during the first quarter of our 2016 fiscal year we were relying on natural gas as the fuel source for our ethanol plant compared to the first quarter of our 2015 fiscal year when we relied on coal to fuel the ethanol plant. Management believes the switch to natural gas will allow us to be more competitive in the ethanol industry and will allow us to increase our total production capacity. Management anticipates that due to our location near a major source of natural gas production, we will be able to purchase natural gas at very favorable prices and will have sufficient natural gas supplies to meet our plant's operational needs. We have all of the natural gas supply and distribution agreements we need in place to continue to operate the ethanol plant. Management anticipates that our natural gas costs will be higher during the winter months and relatively lower during the summer months due to seasonal supply and demand shifts. Our natural gas derivative positions resulted in a loss of approximately $148,000 during the first quarter of our 2016 fiscal year which increased our cost of goods sold. We had no gain or loss on natural gas derivative instruments during the first quarter of our 2015 fiscal year.

General and Administrative Expenses

Our general and administrative expenses were higher for the first quarter of our 2016 fiscal year compared to the first quarter of our 2015 fiscal year due to an increase in allowance for doubtful accounts and public relations marketing program.

Other Income/Expense

We had more interest income during the first quarter of our 2016 fiscal year compared to the first quarter of our 2015 fiscal year due to having more cash on hand during the 2016 period. We had more other income during the first quarter of our 2016 fiscal year compared to the first quarter of our 2015 fiscal year due additional transloading revenue. In addition, we had less interest expense during the first quarter of our 2016 fiscal year compared to the first quarter of our 2015 fiscal year because we had less borrowings on our credit facilities.

Changes in Financial Condition for the Three Months Ended December 31, 2015

Current Assets. We had more cash and equivalents at December 31, 2015 compared to September 30, 2015 primarily due to cash we generated from our operating activities during the first quarter of our 2016 fiscal year. We had approximately $1.3 million of restricted cash at December 31, 2015 related to cash we deposit in our margin account for our hedging transactions which was lower than the restricted cash in our margin account as of September 30, 2015. Due to the timing of payments from our marketers, we had less accounts receivable at December 31, 2015 compared to September 30, 2015. We had less other receivables at December 31, 2015 compared to September 30, 2015 due to the timing of payments on accounts. We had more inventory on hand at December 31, 2015 compared to September 30, 2015 due primarily to having more corn inventory at December 31, 2015.

Property, Plant and Equipment. The value of our property, plant and equipment was lower at December 31, 2015 compared to September 30, 2015 due to our regular depreciation of our assets. We did not have any material capital projects that we placed into service during the first quarter of our 2016 fiscal year.

Current Liabilities. Our accounts payable was higher at December 31, 2015 compared to September 30, 2015 due to increased corn payables. Our accrued expenses were significantly higher because we had more deferred corn payments at December 31, 2015 compared to September 30, 2015 related to deferred corn payments to our corn suppliers. Our corn suppliers typically seek to defer corn payments until after the tax year ends on December 31st each year which increases our accrued expenses at the end of our first quarter each year.

Long-term Liabilities. Our long-term liabilities were lower at December 31, 2015 compared to September 30, 2015, due to the quarterly payment we made on our long-term debt during the first quarter of our 2016 fiscal year.

Liquidity and Capital Resources

Based on financial forecasts performed by our management, we anticipate that we will have sufficient cash from our current credit facilities and cash from our operations to continue to operate the ethanol plant for the next 12 months. Should we

17


experience unfavorable operating conditions in the future, we may have to secure additional debt or equity sources for working capital or other purposes.
    
The following table shows cash flows for the three months ended December 31, 2015 and 2014:

 
 
2015
(unaudited)
 
2014
(unaudited)
Net cash provided by operating activities
 
$
7,330,300

 
$
131,799

Net cash (used in) investing activities
 
(84,010
)
 
(807,108
)
Net cash (used in) financing activities
 
(283,428
)
 
(7,725,064
)
Net increase (decrease) in cash
 
$
6,962,862

 
$
(8,400,373
)
Cash and cash equivalents, end of period
 
$
12,053,524

 
$
13,551,886


Cash Flow from Operations

Our operations provided more cash during the first quarter of our 2016 fiscal year compared to the same period of our 2015 fiscal year due primarily to an increase in our accrued expenses related to our corn purchases along with less cash used for our inventory during the 2016 period.

Cash Flow From Investing Activities

We used less cash for capital expenditures during the three months ended December 31, 2015 compared to the same period of our 2015 fiscal year because we were using cash during the 2015 period related to our natural gas conversion project. During the 2016 period our primary capital project was a project to widen the road leading to the plant.
    
Cash Flow from Financing Activities

We used less cash for financing activities during the 2016 period compared to the 2015 period due to the timing of our excess cash flow principal pre-payment. We experienced record net income during our 2014 fiscal year which required us to make an excess cash flow payment of approximately $7.7 million. That payment was made during the first quarter of our 2015 period. The excess cash flow payment for our 2015 fiscal year of approximately $2.8 million will be made during the second quarter of our 2016 period.

Our liquidity, results of operations and financial performance will be impacted by many variables, including the market price for commodities such as, but not limited to, corn, ethanol and other energy commodities, as well as the market price for any co-products generated by the facility and the cost of labor and other operating costs.  Assuming future relative price levels for corn, ethanol and distillers grains remain consistent, we expect operations to generate adequate cash flows to maintain operations.

Capital Expenditures
 
We had approximately $155,000 in construction in progress as of December 31, 2015 related to costs incurred for a project to widen the road into the plant. During the three months ended December 31, 2015, we placed in service approximately $18,500 in capital projects with the majority of these costs related to the purchase of new equipment for our lab.

Capital Resources

Short-Term Debt Sources
 
The Company has a revolving line-of-credit of $10,000,000 with $0 drawn on this line-of-credit as of December 31, 2015. This revolving line-of-credit matures on March 20, 2016. The variable interest rate on this line-of-credit is 3.0% over the one-month LIBOR with a rate of 3.20% as of December 31, 2015. Of the $10 million revolving line-of-credit, we are not allowed to draw $1.3 million which we are reserving as a source of funds to support a guaranteed payment we agreed to related to our natural gas pipeline. While we do not expect that we will be required to make a direct payment for the natural gas pipeline, our agreement requires us to have funds available in the event we are required to make the guaranteed payment.


18


Long-Term Debt Sources

In March of 2015, we refinanced our outstanding debt with our senior lender. As of December 31, 2015, our long-term debt consisted of a term loan. The following table summarizes our long-term debt instruments with our senior lender.

   
 
Outstanding Balance (Millions)
 
Interest Rate
 
Estimated
 
 
Term Note
 
December 31, 2015 (Unaudited)
 
September 30, 2015
 
December 31, 2015 (Unaudited)
 
September 30, 2015
 
Quarterly 
Principal and Interest
Payment Amounts
 
Notes
Term Note
 
$
5.5

 
$
5.8

 
4.96
%
 
4.96
%
 
$
345,243

 
1, 2
     
Notes
1 - Maturity date extended to March 2020 from April 2017.
2 - Variable interest rate of 3.5% over the three-month LIBOR was replaced by a fixed per annum interest rate equal to 4.96%.

Restrictive Covenants

We are subject to a number of covenants and restrictions in connection with our credit facilities, including:

Providing FNBO with current and accurate financial statements;
Maintaining certain financial ratios including minimum working capital and debt service coverage ratio;
Maintaining adequate insurance;
Making, or allowing to be made, any significant change in our business or tax structure;
Limiting our ability to make distributions to members; and
Maintaining a threshold of capital expenditures.

Excess Cash Flow Payments

We are required to make a prepayment on our Term Loan within 120 days of the end of each of our fiscal years in an amount equal to 25% of our excess cash flow. Excess cash flow is defined in our loan agreement as our adjusted EBITDA earnings less scheduled payments which are due on our loans. Our adjusted EBITDA is calculated by reducing our EBITDA by approved capital expenditures and distributions we make during our fiscal year. We will be making an excess cash flow payment during the second quarter of our 2016 fiscal year of approximately $2.8 million which will reduce the principal balance of our term note.

As of December 31, 2015, we were in compliance with our loan covenants.

Critical Accounting Estimates
 
Management uses estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Of the significant accounting policies described in the notes to our financial statements, we believe that the following are the most critical.

Inventory Valuation

The Company values inventory at the lower of cost or market.  Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.  These valuations require the use of management's assumptions which do not reflect unanticipated events and circumstances that may occur.  In our analysis, we consider future corn costs and ethanol prices, break-even points for our plant and our risk management strategies in place through our derivative instruments. A 10% change in management's valuation of the Company's inventory as of September 30, 2015 could impact the Company's net income by approximately $866,000 for its 2015 fiscal year.


19


Allowance for Doubtful Accounts

Management's estimate of the Allowance for Doubtful Accounts is based on management's estimate of the collectability of identified receivables, as well as the aging of customer accounts. A 10% change in management's estimate regarding the Allowance for Doubtful Accounts as of September 30, 2015 could impact net income by approximately $59,000 for its 2015 fiscal year.

Long Lived Assets

Property, plant, and equipment are stated at cost. Depreciation is provided over estimated useful lives by use of the straight line method. Maintenance and repairs are expensed as incurred. Major improvements and betterments are capitalized. The present values of capital lease obligations are classified as long-term debt and the related assets are included in property, plant and equipment. Amortization of equipment under capital leases is included in depreciation expense. Management does not believe it is reasonably likely that the valuation of its property, plant and equipment will change in any material manner in future estimates.
 
Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to the impact of market fluctuations associated with commodity prices as discussed below. We use derivative financial instruments as part of an overall strategy to manage market risk. We use cash, futures and option contracts to hedge changes to the commodity prices of corn and ethanol. We do not enter into these derivative financial instruments for trading or speculative purposes, nor do we designate these contracts as hedges for accounting purposes pursuant to the requirements of Generally Accepted Accounting Principles ("GAAP"). 

Commodity Price Risk
 
We expect to be exposed to market risk from changes in commodity prices.  Exposure to commodity price risk results from our dependence on corn in the ethanol production process and the sale of ethanol.
 
We enter into fixed price contracts for corn purchases on a regular basis.  It is our intent that, as we enter into these contracts, we will use various hedging instruments (puts, calls and futures) to maintain a near even market position.  For example, if we have 1 million bushels of corn under fixed price contracts we would generally expect to enter into a short hedge position to offset our price risk relative to those bushels we have under fixed price contracts. Because our ethanol marketing company (RPMG) is selling substantially all of the gallons it markets on a spot basis we also include the corn bushel equivalent of the ethanol we have produced that is inventory but not yet priced as bushels that need to be hedged.
 
Although we believe our hedge positions will accomplish an economic hedge against our future purchases, they are not designated as hedges for accounting purposes, which would match the gain or loss on our hedge positions to the specific commodity purchase being hedged.  We use fair value accounting for our hedge positions, which means as the current market price of our hedge positions changes, the gains and losses are immediately recognized in our cost of sales.  The immediate recognition of hedging gains and losses under fair value accounting can cause net income to be volatile from quarter to quarter and year to year due to the timing of the change in value of derivative instruments relative to the cost of the commodity being hedged.  However, it is likely that commodity cash prices will have the greatest impact on the derivatives instruments with delivery dates nearest the current cash price.
 
As of December 31, 2015, we had no fixed corn purchase contracts and we had corn futures contracts for approximately 500,000 bushels of corn.  As of December 31, 2015 we had an unrealized gain of approximately $116,000 related to our corn futures contracts.
 
It is the current position of our ethanol marketing company, RPMG, that under current market conditions selling ethanol in the spot market will yield the best price for our ethanol.  RPMG will, from time to time, contract a portion of the gallons they market with fixed price contracts.  
 
We estimate that our expected corn usage will be between 18 million and 21 million bushels per calendar year for the production of approximately 50 million to 59 million gallons of ethanol.  As corn prices move in reaction to market trends and

20


information, our income statement will be affected depending on the impact such market movements have on the value of our derivative instruments.
 
A sensitivity analysis has been prepared to estimate our exposure to corn, natural gas and ethanol price risk. Market risk related to our corn, natural gas and ethanol prices is estimated as the potential change in income resulting from a hypothetical 10% adverse change in the average cost of our corn and natural gas, and our average ethanol sales price as of December 31, 2015, net of the forward and future contracts used to hedge our market risk for corn, natural gas and ethanol. The volumes are based on our expected use and sale of these commodities for a one year period from December 31, 2015. The results of this analysis, which may differ from actual results, are as follows:
 
 
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
 
Unit of Measure
 
Hypothetical Adverse Change in Price
 
Approximate Adverse Change to Income
Ethanol
58,575,000

 
Gallons
 
10
%
 
$
(7,029,000
)
Corn
20,307,589

 
Bushels
 
10
%
 
$
(7,311,000
)
Natural gas
1,570,400

 
MMBtu
 
10
%
 
$
(361,000
)

Item 4.  Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures.

Our management, including our President and Chief Executive Officer (the principal executive officer), Gerald Bachmeier, along with our Chief Financial Officer, (the principal financial officer), Jodi Johnson, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2015. Based on this review and evaluation, these officers believe that our disclosure controls and procedures are effective in ensuring that material information related to us is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission.

For the fiscal quarter ended December 31, 2015, we made the following changes in our internal control over financial reporting which have materially affected our internal control over financial reporting:

We reviewed and updated our month-end standard operating procedures;
We added an additional step to review that all items are posted prior to running the month-end report;
An additional step was added for the Controller or CFO to perform an additional review of the report that is printed by the accounts payable clerk; and
Lastly there was a review and updating of the daily operating procedures to ensure all batches from the prior day are posted at the beginning of each day.

We made these material changes in our internal control over financial reporting as a result of a material weakness we identified in our annual report on Form 10-K for the fiscal year ended September 30, 2015.

PART II.     OTHER INFORMATION

Item 1. Legal Proceedings

From time to time in the ordinary course of business, we may be named as a defendant in legal proceedings related to various issues, including without limitation, workers' compensation claims, tort claims, or contractual disputes. We are not currently involved in any material legal proceedings.

Item 1A. Risk Factors

The following risk factors are provided due to material changes from the risk factors previously disclosed in our annual report on Form 10-K. The risk factors set forth below should be read in conjunction with the risk factors section and the

21


Management's Discussion and Analysis section for the fiscal year ended September 30, 2015, included in our annual report on Form 10-K.

Distillers grains demand and prices may be negatively impacted by the Chinese antidumping and countervailing duty investigation. China is the world's largest importer of distillers grains produced in the United States. On January 12, 2016, the Chinese government announced that it will commence an antidumping and countervailing duty investigation related to distillers grains imported from the United States. During the investigation, it is likely that distillers grains exports to China will be reduced, regardless of whether China ends up instituting a tariff on distillers grains produced in the United States and exported to China. Further, if China introduces a tariff on distillers grains produced in the United States and exported to China, it could remove the largest source of export demand for distillers grains. This antidumping and countervailing duty investigation could significantly decrease demand and prices for distillers grains produced in the United States. This potential reduction in demand along with lower domestic corn prices could negatively impact our ability to profitably operate the ethanol plant.

Additional Iranian oil may enter the market and negatively impact gasoline and ethanol prices. Recently, the United States lifted sanctions on Iran which previously prevented Iranian oil from being imported into the United States. Further, many other nations had similar bans on Iranian oil which prevented Iran from exporting a significant amount of oil into the world market. However, as a result of the lifting of sanctions, additional Iranian oil may be introduced into the world market which could result in lower oil prices. These Iranian oil exports come at a time when oil prices are very low and world supplies of oil are high. The lower priced oil has resulted in lower priced gasoline, which has negatively impacted ethanol prices and demand. If these lower gasoline prices continue, it could negatively impact our ability to profitably operate the ethanol plant.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information

None.

Item 6. Exhibits.

(a)
The following exhibits are filed as part of this report.
Exhibit No.
 
Exhibits
31.1

 
Certificate Pursuant to 17 CFR 240.13a-14(a)*
31.2

 
Certificate Pursuant to 17 CFR 240.13a-14(a)*
32.1

 
Certificate Pursuant to 18 U.S.C. Section 1350*
32.2

 
Certificate Pursuant to 18 U.S.C. Section 1350*
101

 
The following financial information from Red Trail Energy, LLC's Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets as of December 31, 2015 and September 30, 2015, (ii) Statements of Operations for the three months ended December 31, 2015 and 2014, (iii) Statements of Cash Flows for the three months ended December 31, 2015 and 2014, and (iv) the Notes to Unaudited Condensed Financial Statements.**

(*)    Filed herewith.
(**)    Furnished herewith.

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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.
 
 
 
RED TRAIL ENERGY, LLC
 
 
 
 
Date:
February 16, 2016
 
/s/ Gerald Bachmeier
 
 
 
Gerald Bachmeier
 
 
 
President and Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
 
Date:
February 16, 2016
 
/s/ Jodi Johnson
 
 
 
Jodi Johnson
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)

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