Attached files
| file | filename |
|---|---|
| EX-31.2(A) - EXHIBIT 31.2(A) - Lincolnway Energy, LLC | ex31_2a.htm |
| EX-31.1(A) - EXHIBIT 31.1(A) - Lincolnway Energy, LLC | ex31_1a.htm |
| EX-10.14 - EXHIBIT 10.14 - Lincolnway Energy, LLC | ex10_14.htm |
| EX-10.13 - EXHIBIT 10.13 - Lincolnway Energy, LLC | ex10_13.htm |
| EX-10.12 - EXHIBIT 10.12 - Lincolnway Energy, LLC | ex10_12.htm |
| EX-3.2.2 - EXHIBIT 3.2.2 - Lincolnway Energy, LLC | ex3_22.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended September 30, 2016
or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____ to _____
Commission file number 001-51764
LINCOLNWAY ENERGY, LLC
(Exact name of registrant as specified in its charter)
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Iowa
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20-1118105
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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59511 W. Lincoln Highway, Nevada, Iowa
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50201
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (515) 232-1010
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Liability Company Units
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
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. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑
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:
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☑
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Smaller reporting company
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☐
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The aggregate market value of the units held by non-affiliates of the registrant was $34,512,729 as of March 31, 2016. The units are not listed on an exchange or otherwise publicly traded. The value of the units for this purpose has been based upon the $878 book value per-unit as of March 31, 2016. In determining this value, the registrant has assumed that all of its directors and its president are affiliates, but this assumption shall not apply to or be conclusive for any other purpose.
The number of units outstanding as of November 30, 2016 was 42,049.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission with respect to the 2017 annual meeting of the members of the registrant are incorporated by reference into Item 11 of Part III of this Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “Amendment No. 1”) amends the Form 10-K filed by the Company for the fiscal year ended September 30, 2016, which was originally filed on December 12, 2016 (the “Original Filing”). The purpose of this Amendment No. 1 is to (A) file Exhibits 3.2.2, 10.12, 10.13, and 10.14 which were inadvertently omitted from the Original Filing, (B) correct the fiscal year listed at the top of the Exhibit Index to refer to the fiscal year ended September 30, 2016 instead of September 30, 2015, and (C) revise Item 15(a)(3) of Part IV and the Exhibit Index accordingly.
Pursuant to the rules of the Securities Exchange Commission (the “SEC”), Item 15 of Part IV of the Original Filing has also been amended to contain the currently-dated certifications from our Chief Executive Officer and Director of Finance (Principal Financial Officer), as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications of our Chief Executive Officer and Director of Finance (Principal Financial Officer) are attached to this Form 10-K/A as Exhibits 31.1(A) and 31.2(A), respectively.
Except as described in this explanatory note, no other information in the Original Filing is being modified, updated or amended by this Amendment No. 1. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, Part IV (Item 15(a)(3)), the Exhibit Index and the signature page and the exhibits identified in Part IV (Item 15(a)(3)). This Amendment No. 1 speaks as of the filing date of the Original Filing and does not reflect events occurring after December 12, 2016, the filing date of the Original Filing, or modify or update those disclosures that may have been affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.
PART IV
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Exhibits and Financial Statement Schedules.
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| (a)(3) |
Exhibits.
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The Exhibit Index attached to this report is incorporated by reference into this Item 15(a)(3).
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3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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January 4, 2017
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/s/ Eric Hakmiller |
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Eric Hakmiller, President and Chief Executive Officer
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January 4, 2017
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/s/ Kristine Strum |
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Kristine Strum, Director of Finance
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4
EXHIBIT INDEX
Exhibits Filed With Form 10-K
of Lincolnway Energy, LLC
For the Fiscal Year Ended September 30, 2016
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Incorporated by Reference
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Exhibit
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Filed Herewith
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Period
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Filing
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Number
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Exhibit Description
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Form
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Ending
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Exhibit
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Date
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3.1
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Restatement of the Certificate of Organization
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10-K
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9/30/2010
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3.1
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12/21/2010
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3.2
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Second Amended and Restated Operating Agreement and Unit Assignment Policy.
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10-K
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9/30/2010
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3.2
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12/21/2010
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3.2.1
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Amendment to Second Amended and Restated Operating Agreement
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8-K
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3.2.1
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3/6/2013
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Second Amendment to Second Amended and Restated Operating Agreement
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Filed Herewith
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10.1
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Distiller’s Grain Marketing Agreement Between Lincolnway Energy, LLC and Hawkeye Gold, LLC
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10-K
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9/30/2007
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10.7
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12/21/2007
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10.1.1
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Amendment to Distiller’s Grains Marketing Agreement Between Lincolnway Energy, LLC and Hawkeye Gold, LLC
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10-K
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9/30/2012
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10.7.1
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12/21/2012
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10.2
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Industry Track Contract Between Lincolnway Energy, LLC and Union Pacific Railroad
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10-Q
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6/30/2006
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10.13
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8/14/2006
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10.3
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Master Loan Agreement and Amendment Among Farm Credit Services of America, FLCA; Farm Credit Services of America, PCA; and Lincolnway Energy, LLC
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10-K
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9/30/2012
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10.16
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12/21/2012
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*10.4
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Ethanol Marketing Agreement Between Lincolnway Energy, LLC and Eco-Energy, LLC
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10-Q
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12/30/2012
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10.19
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2/14/2013
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*10.5
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Coal Supply Agreement Between Lincolnway Energy, LLC and Williams Bulk Transfer, Inc.
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10-Q
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12/30/2012
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10.20
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2/14/2013
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10.6
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Main Extension and Gas Transportation Agreement Between Lincolnway Energy, LLC and Interstate Power and Light Company
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10-Q
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3/31/2013
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10.21
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5/15/2013
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**10.7
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Employment Agreement Between Lincolnway Energy, LLC and Eric Hakmiller
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10-Q
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3/31/2013
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10.22
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5/15/2013
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10.8
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Amendment to the Master Loan Agreement Among Farm Credit Services of America, FLCA, Farm Credit Services of America, PCA and Lincolnway Energy, LLC
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10-Q
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3/31/2013
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10.23
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5/15/2013
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*10.9
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Distiller’s Grain Off-Take Agreement Between Lincolnway Energy, LLC and Gavilon Ingredients, LLC
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10-K/A
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9/30/2013
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10.27
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4/23/2014
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10.10
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Amendment to the Master Loan Agreement Among Farm Credit Services of America, FLCA, Farm Credit Services of America, PCA and Lincolnway Energy, LLC
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10-Q
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6/30/2014
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10.28
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8/13/2014
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10.11
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Amendment to the Master Loan Agreement Among Farm Credit Services of America, FLCA, Farm Credit Services of America, PCA and Lincolnway Energy, LLC
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10-Q
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6/30/2016
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10.1
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8/12/2016
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5
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Revolving Term Loan Supplement Between Farm Credit Services of America, FLCA and Lincolnway Energy, LLC dated June 2, 2016
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Filed Herewith
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Revolving Credit Supplement (Letter of Credit) Between Farm Credit Services of America, PCA and Lincolnway Energy, LLC dated June 2, 2016
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Filed Herewith
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Revolving Credit Supplement Between Farm Credit Services of America, PCA and Lincolnway Energy, LLC dated June 2, 2016
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Filed Herewith
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*10.15
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Ethanol Marketing Agreement Between Lincolnway Energy, LLC and Eco-Energy, LLC
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8-K
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10.1
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12/9/2016
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14
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Code of Ethics
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10-K
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9/30/2009
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14.0
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12/22/2009
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31.1
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Rule 13a-14(a) Certification of President and Chief Executive Officer
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10-K
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9/30/2016
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31.1
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12/12/2016
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Rule 13a-14(a) Certification of President and Chief Executive Officer
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Filed Herewith
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31.2
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Rule 13a-14(a) Certification of Chief Financial Officer
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10-K
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9/30/2016
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31.2
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12/12/2016
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Rule 13a-14(a) Certification of Chief Financial Officer
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Filed Herewith
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†32.1
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Section 1350 Certification of President and Chief Executive Officer
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10-K
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9/30/2016
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31.2
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12/12/2016
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†32.2
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Section 1350 Certification of Chief Financial Officer
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10-K
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9/30/2016
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31.2
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12/12/2016
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101
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Interactive Data Files (furnished electronically herewith pursuant to Rule 405 of Regulation S-T)
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*
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Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission.
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**
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Management Contract or Compensatory Plan
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†
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This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.
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