UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

⌧☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended January 31, ~~2021~~2022

◻☐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 000-51277

GRANITE FALLS ENERGY, LLC

(Exact name of registrant as specified in its charter)


Minnesota		41-1997390
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15045 Highway 23 SE, Granite Falls, MN56241-0216
(Address of principal executive offices)

~~(320)~~ (320) 564-3100
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class:	Trading Symbol	Name of each exchange on which registered:
None	N/A	N/A

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 checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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◻No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large Accelerated Filer	☐	Non-Accelerated Filer	☒
Accelerated Filer	☐	Smaller Reporting Company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

◻Yes⌧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 March 17, ~~2021,~~2022 there were 30,606 membership units outstanding.

Table of Contents

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

GRANITE FALLS ENERGY, LLC and Subsidiaries

Condensed Consolidated Balance Sheets

January 31, 2021

October 31, 2021

ASSETS

(unaudited)

Current Assets

Cash

$
4,782,264

$
11,423,427

Restricted cash

2,236,628

2,156,694

Accounts receivable

3,044,869

3,386,068

Inventory

20,095,230

13,791,805

Commodity derivative instruments

63,012

56,050

Prepaid expenses and other current assets

1,702,672

901,384

Total current assets

31,924,675

31,715,428

Property and Equipment, net

53,867,075

54,965,983

Investments

9,913,839

9,799,384

Operating lease right of use asset

18,472,852

19,383,654

Other Assets

333,254

333,254

Total Assets

$
114,511,695

$
116,197,703

LIABILITIES AND MEMBERS' EQUITY

Current Liabilities

Checks drawn in excess of bank balances

$
2,086,565

$
692,984

Current maturities of long-term debt

14,685,873

12,954,538

Accounts payable

8,088,293

12,294,097

Commodity derivative instruments

1,246,719

816,478

Accrued expenses

1,076,607

865,883

Operating lease, current liabilities

3,614,887

3,628,259

Total current liabilities

30,798,944

31,252,239

Long-Term Debt, less current portion

10,820,933

5,876,318

Operating lease, long-term liabilities

14,857,965

15,755,395

Other Long-Term Liabilities

1,433,405

1,421,924

Commitments and Contingencies

Members' Equity

Members' equity attributable to Granite Falls Energy, LLC consists of 30,606 units authorized, issued and outstanding at January 31, 2021 and October 31, 2020

48,860,671

52,111,525

Non-controlling interest

7,739,777

9,780,302

Total members' equity

56,600,448

61,891,827

Total Liabilities and Members' Equity

$
114,511,695

$
116,197,703


	January 31, 2022		October 31, 2021
ASSETS	(unaudited)
Current Assets
Cash and cash equivalents	$	37,813,663	$	29,295,657
Restricted cash		3,170,349		1,641,123
Accounts receivable		7,963,806		12,028,397
Inventory		21,748,685		20,749,831
Commodity derivative instruments		—		39,076
Prepaid expenses and other current assets		1,677,822		1,059,604
Total current assets		72,374,325		64,813,688

Property and Equipment, net		48,840,320		49,716,246

Investments		12,133,737		14,518,331

Operating lease right of use asset		14,857,962		15,755,395

Other Assets		332,254		333,254

Total Assets	$	148,538,598	$	145,136,914

LIABILITIES AND MEMBERS' EQUITY
Current Liabilities
Current maturities of long-term debt	$	6,171,429	$	5,046,429
Accounts payable		8,666,625		19,445,954
Commodity derivative instruments		1,478,438		732,801
Accrued expenses		1,096,651		1,145,326
Operating lease, current liabilities		3,695,812		3,653,131
Total current liabilities		21,108,955		30,023,641

Long-Term Debt, less current portion		25,928,571		27,621,428

Operating lease, long-term liabilities		11,162,150		12,102,264

Other Long-Term Liabilities		1,479,329		1,467,848

Commitments and Contingencies

Members' Equity
Members' equity attributable to Granite Falls Energy, LLC consists of 30,606 units authorized, issued and outstanding at January 31, 2022 and October 31, 2021		88,859,593		73,921,733

Total Liabilities and Members' Equity	$	148,538,598	$	145,136,914

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

Table of Contents

GRANITE FALLS ENERGY, LLC and Subsidiaries

Condensed Consolidated Statements of Operations

Three Months Ended

January 31, 2021

January 31, 2020

(Unaudited)

(Unaudited)

Revenues

$
49,398,386

$
53,356,326

Cost of Goods Sold

52,788,296

54,298,819

Gross Loss

(3,389,910)

(942,493)

Operating Expenses

1,994,237

1,773,688

Operating Loss

(5,384,147)

(2,716,181)

Other Income (Expense)

Other (expense), net

143,457

(54)

Interest income

1,311

35,478

Interest expense

(166,455)

(103,998)

Investment income

114,455

98,685

Total other income, net

92,768

30,111

Net Loss

$
(5,291,379)

$
(2,686,070)

Less: Net Loss Attributable to Non-controlling Interest

$
2,040,525

$
1,185,371

Net Loss Attributable to Granite Falls Energy, LLC

$
(3,250,854)

$
(1,500,699)

Weighted Average Units Outstanding - Basic and Diluted

30,606

30,606

Amounts attributable to Granite Falls Energy, LLC:

Net Loss Per Unit - Basic and Diluted

$
(106.22)

$
(49.03)


	Three Months Ended
	January 31, 2022		January 31, 2021
	(Unaudited)		(Unaudited)

Revenues	$	109,778,677	$	49,398,386

Cost of Goods Sold		82,622,134		52,788,296

Gross Profit (Loss)		27,156,543		(3,389,910)

Operating Expenses		2,371,272		1,994,237

Operating Income (Loss)		24,785,271		(5,384,147)

Other Income (Expense)
Other income (expense), net		(4,582)		143,457
Interest income		2,583		1,311
Interest expense		(366,514)		(166,455)
Investment income		615,406		114,455
Total other income, net		246,893		92,768

Net Income (Loss)	$	25,032,164	$	(5,291,379)

Less: Net Loss Attributable to Non-controlling Interest	$	—	$	2,040,525

Net Income (Loss) Attributable to Granite Falls Energy, LLC	$	25,032,164	$	(3,250,854)

Weighted Average Units Outstanding - Basic and Diluted		30,606		30,606

Amounts attributable to Granite Falls Energy, LLC:

Net Income (Loss) Per Unit - Basic and Diluted	$	817.88	$	(106.22)

Distributions Per Unit	$	330.00	$	—

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

Table of Contents

GRANITE FALLS ENERGY, LLC AND SUBSIDIARIES

Condensed Consolidated Unaudited Statements of Changes in Members' Equity

Members' Equity

attributable to

Non-controlling

Total


Granite Falls Energy, LLC

Interest

Members' Equity
Balance - October 31, 2020

$
52,111,525

$
9,780,302

61,891,827

Distribution

—

—

—
Net loss attributable to non-controlling interest

—

(2,040,525)

(2,040,525)
Net loss attributable to Granite Falls Energy, LLC

(3,250,854)

—

(3,250,854)

Balance - January 31, 2021

$
48,860,671

$
7,739,777

56,600,448

Balance - October 31, 2019

$
65,468,635

19,215,914

84,684,549

Acquitition of non-controlling interest

(78,817)

(2,146,183)

(2,225,000)
Distribution

—

—

—
Net loss attributable to non-controlling interest

—

(1,185,371)

(1,185,371)
Net loss attributable to Granite Falls Energy, LLC

(1,500,699)

—

(1,500,699)

Balance - January 31, 2020

$
63,889,119

$
15,884,360

79,773,475


	Members' Equity attributable to
	Granite Falls Energy, LLC	Non-controlling Interest	Total Members' Equity
Balance - October 31, 2021	$ 73,921,733	—	$ 73,921,733

Member distributions	(10,094,304)	—	(10,094,304)
Net income attributable to Granite Falls Energy, LLC	25,032,164	—	25,032,164

Balance - January 31, 2022	$ 88,859,593	—	$ 88,859,593


Balance - October 31, 2020	$ 52,111,525	$ 9,780,302	$ 61,891,827

Net loss attributable to non-controlling interest	—	(2,040,525)	(2,040,525)
Net loss attributable to Granite Falls Energy, LLC	(3,250,854)	—	(3,250,854)

Balance - January 31, 2021	$ 48,860,671	$ 7,739,777	$ 56,600,448

~~Notes to Consolidated Financial Statements are an integral part of this Statement.~~

~~Table of Contents~~

~~GRANITE FALLS ENERGY, LLC and Subsidiaries~~

~~Condensed Consolidated Statements of Cash Flows~~

Three Months Ended

Three Months Ended

January 31, 2021

January 31, 2020

(Unaudited)

(Unaudited)

Cash Flows from Operating Activities

Net loss

$
(5,291,379)

$
(2,686,070)

Adjustments to reconcile net loss to net cash used in operations:

Depreciation and amortization

1,872,857

2,366,198

Change in fair value of derivative instruments

5,779,920

370,611

Gain on equity method investments

(114,455)

(98,685)

Loss on disposal of assets

21,728

—

Changes in operating assets and liabilities:

Commodity derivative instruments

(5,356,641)

(101,536)

Accounts receivable

341,199

5,466,849

Inventory

(6,303,425)

(4,451,879)

Prepaid expenses and other current assets

(801,288)

(525,691)

Accounts payable

(2,816,836)

(3,985,284)

Accrued expenses

210,724

210,459

Accrued railcar rehabilitation costs

11,481

11,481

Net Cash Used In Operating Activities

(12,446,115)

(3,423,547)

Cash Flows from Investing Activities

Payments for capital expenditures

(2,184,645)

(208,285)

Net Cash Used in Investing Activities

(2,184,645)

(208,285)

Cash Flows from Financing Activities

Checks drawn in excess of bank balance

1,393,581

724,292

Proceeds from long-term debt

7,587,875

7,039,706

Payments on long-term debt

(911,925)

(7,237,592)

Acquisition of non-controlling interest

—

(2,000,000)

Net Cash Provided by (Used in) Financing Activities

8,069,531

(1,473,594)

Net Decrease in Cash and Restricted Cash

(6,561,229)

(5,105,426)

Cash and Restricted Cash - Beginning of Period

13,580,121

13,574,290

Cash and Restricted Cash - End of Period

$
7,018,892

$
8,468,864

Reconcilation of Cash and Restricted Cash

Cash - Balance Sheet

$
4,782,264

$
8,426,643

Restricted Cash - Balance Sheet

2,236,628

42,221

Cash and Restricted Cash

$
7,018,892

$
8,468,864

Supplemental Cash Flow Information

Cash paid during the period for:

Interest expense

$
168,603

$
103,998

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Capital expenditures and construction in process included in accounts payable

$
751,657

$
—

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

Table of Contents

GRANITE FALLS ENERGY, LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows


	Three Months Ended		Three Months Ended
	January 31, 2022		January 31, 2021
	(Unaudited)		(Unaudited)
Cash Flows from Operating Activities
Net income (loss)	$	25,032,164	$	(5,291,379)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
Depreciation and amortization		1,285,602		1,872,857
Change in fair value of derivative instruments		1,547,362		5,779,920
Gain on equity method investments		(615,406)		(114,455)
Loss on disposal of assets		—		21,728
Changes in operating assets and liabilities:
Commodity derivative instruments		(762,649)		(5,356,641)
Accounts receivable		4,064,591		341,199
Inventory		(998,854)		(6,303,425)
Prepaid expenses and other current assets		(617,218)		(801,288)
Accounts payable		(10,728,407)		(2,816,836)
Accrued expenses		(48,675)		210,724
Accrued railcar rehabilitation costs		11,481		11,481
Net Cash Provided By (Used In) Operating Activities		18,169,991		(12,446,115)

Cash Flows from Investing Activities
Proceeds from redemption of equity method investment		3,000,000		—
Payments for capital expenditures		(460,598)		(2,184,645)
Net Cash Provided By (Used In) Investing Activities		2,539,402		(2,184,645)

Cash Flows from Financing Activities
Checks drawn in excess of bank balance		—		1,393,581
Proceeds from long-term debt		—		7,587,875
Payments on long-term debt		(567,857)		(911,925)
Member distributions		(10,094,304)		—
Net Cash Provided By (Used In) Financing Activities		(10,662,161)		8,069,531

Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash		10,047,232		(6,561,229)

Cash, Cash Equivalents and Restricted Cash - Beginning of Period		30,937,780		13,580,121

Cash, Cash Equivalents and Restricted Cash - End of Period	$	40,984,012	$	7,018,892

Reconciliation of Cash, Cash Equivalents and Restricted Cash
Cash and Cash Equivalents - Balance Sheet	$	37,813,663	$	4,782,264
Restricted Cash - Balance Sheet		3,170,349		2,236,628
Cash, Cash Equivalents and Restricted Cash	$	40,984,012	$	7,018,892

Supplemental Cash Flow Information
Cash paid during the period for:
Interest expense	$	366,094	$	168,603

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Capital expenditures and construction in process included in accounts payable	$	—	$	751,657

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

Table of Contents

Granite Falls Energy, LLC and Subsidiaries

Notes to Condensed Consolidated Unaudited Financial Statements

January 31, 2022

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Granite Falls Energy, LLC (“GFE”) is a Minnesota limited liability company currently producing fuel-grade ethanol, ~~distillers'~~distillers’ grains, and crude corn oil near Granite Falls, Minnesota and sells these products, pursuant to marketing agreements, throughout the continental ~~United States~~U.S. and on the international market. ~~GFE's~~GFE’s plant has an approximate annual production capacity of 6063 million gallons, but is currently permitted to produce up to 70 million gallons of undenatured ethanol on a twelve-month rolling sum basis.

Additionally, as of October 31, 2021 and January 31, 2022, GFE ~~owns a majority interest~~has 100% ownership in Heron Lake BioEnergy, LLC (“HLBE”). HLBE is a Minnesota limited liability company currently producing fuel-grade ethanol, ~~distillers'~~distillers’ grains, and crude corn oil near Heron Lake, Minnesota and sells these products, pursuant to marketing agreements, throughout the continental United States. ~~HLBE's~~HLBE’s plant has an approximate annual production capacity of 6065 million gallons, but is currently permitted to produce ~~approximately~~up to 72.3 million gallons per year of undenatured ethanol on a twelve-month rolling sum basis. Additionally, HLBE, through a wholly owned subsidiary, ~~Agrinatural Gas, LLC (“Agrinatural”),~~ operates a natural gas pipeline that provides natural gas to ~~HLBE's~~the HLBE’s ethanol production facility and other customers.

All references to “we”, “us”, “our”, and the “Company” collectively refer to GFE and its wholly-owned and majority-owned subsidiaries.

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated ~~unaudited~~ financial statements ~~as of January 31, 2021~~ consolidate the operating results and financial position of GFE, and its approximately 50.7% owned subsidiary, HLBE (through ~~GFE's~~GFE’s 100% ownership of Project Viking, ~~LLC).~~L.L.C.) through September 29, 2021, when the remaining non-controlling interest was acquired. Given ~~the Company’s~~GFE’s control over the operations of HLBE and its majority voting interest, ~~the Company~~GFE consolidates the ~~condensed consolidated unaudited~~ financial statements of HLBE with ~~GFE's condensed~~its consolidated ~~unaudited~~ financial statements. The remaining approximately 49.3% ownership of HLBE is included in the ~~condensed~~ consolidated ~~unaudited~~ financial statements as a non-controlling ~~interest.~~interest through September 2021. HLBE is also the sole owner Agrinatural Gas, LLC (“Agrinatural”), through its wholly owned subsidiary, HLBE Pipeline Company, ~~LLC, owned approximately 73%~~LLC. Given HLBE’s control over the operations of Agrinatural ~~through December 11, 2019 when~~and its majority voting interest, HLBE consolidates the ~~remaining non-controlling interest was acquired.~~financial statements of Agrinatural with its consolidated financial statements. All significant intercompany balances and transactions are eliminated in consolidation.

The accompanying condensed consolidated unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and 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 consolidated financial statements for the year ended October 31, ~~2020,~~2021, contained in the Company’s annual report on Form 10-K.

In the opinion of management, the condensed consolidated unaudited financial statements reflect all adjustments consisting of normal recurring accruals that we consider necessary to present fairly the Company’s results of operations, financial position and cash flows. The results reported in these condensed consolidated unaudited financial statements should not be regarded as necessarily indicative of results that may be expected for any other fiscal period or for the fiscal year.

Reportable Operating Segments

Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” establishes the standards for reporting information about segments in financial statements. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Therefore, in applying the criteria set forth in ASC 280, the Company determined that based on the nature of the products and production process and the expected financial results,

Table of Contents

Granite Falls Energy, LLC and Subsidiaries

Notes to Condensed Consolidated Unaudited Financial Statements

January 31, 2022

the Company’s operations at GFE’s ethanol plant and HLBE’s plant, including the production and sale of ethanol and its co-products, are aggregated into ~~one~~1 reporting segment.

~~Table of Contents~~

Additionally, the Company also realizes relatively immaterial revenue from natural gas pipeline operations at Agrinatural, HLBE’s owned subsidiary. Before and after accounting for intercompany eliminations, these revenues from Agrinatural represent approximately 1-2% of our consolidated revenues and have little to no impact on the overall performance of the Company. Therefore, the Company does not separately review Agrinatural’s revenues, cost of sales or other operating performance information. Rather, the Company reviews Agrinatural’s natural gas pipeline financial data on a consolidated basis with the Company’s ethanol production operating segment. The Company believes that the presentation of separate operating performance information for Agrinatural’s natural gas pipeline operations would not provide meaningful information to a reader of the Company’s consolidated financial statements and would not achieve the basic principles and objectives of ASC 280.

Accounting Estimates

Management uses estimates and assumptions in preparing these condensed consolidated unaudited financial statements in accordance with generally accepted accounting principles in the United States of America. 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. The Company uses estimates and assumptions in accounting for the following significant matters, among others: economic lives of property and equipment, valuation of commodity derivatives, inventory, and inventory purchase and sale commitments, evaluation of ~~railcar~~rail car rehabilitation costs, and the assumptions used in the impairment analysis of long-lived assets and evaluation of going concern. Actual results may differ from previously estimated amounts, and such differences may be material to our ~~condensed~~ consolidated ~~unaudited~~ financial statements. The Company periodically reviews estimates and assumptions, and the effects of revisions are reflected in the period in which the revision is made.

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Our contracts primarily consist of agreements with marketing companies and other customers as described below. Our performance obligations consist of the delivery of ethanol, distillers' grains, ~~and~~ corn oil, and natural gas to our customers. Our customers primarily consist of ~~two~~2 distinct marketing companies as described below. The consideration we receive for these products reflects an amount that the Company expects to be entitled to in exchange for ~~these~~those products, based on current observable market prices at the Chicago Mercantile Exchange, generally, and adjusted for local market differentials. Our contracts have specific delivery modes, rail or truck, and dates. Revenue is recognized when the Company delivers the products to the mode of transportation specified in the contract, at the transaction price established in the contract, net of commissions, fees, and freight. We sell each of the products via different marketing channels as described below.

●

Ethanol. The Company sells its ethanol via a marketing agreement with Eco-Energy, Inc. Eco-Energy sells one hundred percent of the Company's ethanol production based on agreements with end users at prices agreed upon mutually among the end user, Eco-Energy and the Company. Our performance obligations consist of our obligation to deliver ethanol to our customers. Our customer contracts consist of orders received from the customer pursuant to a marketing agreement. The marketing agreement calls for control and title to pass to Eco-Energy once a rail car is released to the railroad or a truck is released from the Company's scales. Revenue is recognized then at the price in the agreement with the end user, net of commissions, freight, and fees.

●

Distillers’ grains. ~~The Company engages~~GFE and HLBE engage another third-party marketing company, RPMG, Inc. (“RPMG”) and Gavilon Ingredients, Inc. (“Gavilon”), respectively, to sell one hundred percent of the distillers grains it produces at the plant. RPMG ~~takes~~and Gavilon take title and control once a rail car is released to the railroad or a truck is released from the Company's scales. Prices are agreed upon between RPMG, Gavilon and the Company. Our performance obligations consist of our obligation to deliver corn oil to our customers. Our customer contracts consist of orders received from the customer pursuant to a marketing agreement. Revenue is recognized net of commissions, freight and fees.

Table of Contents

Granite Falls Energy, LLC and Subsidiaries

Notes to Condensed Consolidated Unaudited Financial Statements

January 31, 2022

●

Distillers’ corn oil (corn oil). The Company sells one hundred percent of its corn oil production to RPMG, Inc. The process for selling corn oil is the same as our distillers’ grains. RPMG takes title and control once a rail car is released to the railroad or a truck is released from the Company's scales. Prices are agreed upon between RPMG and the Company. Our performance obligations consist of our obligation to deliver corn oil to our customers. Our customer contracts consist of orders received from the customer pursuant to a marketing agreement. Revenue is recognized net of commissions, freight and fees.

●

Natural gas. The Company sells natural gas through its wholly-owned subsidiary Agrinatural Gas, LLC. Agrinatural owns approximately 190 miles of natural gas pipeline and provides natural gas to HLBE’s ethanol plant and other commercial, agricultural and residential customers through a connection with the natural gas pipeline facilities of Northern Border Pipeline Company. Agrinatural’s revenues are generated through natural gas distribution fees and sales. HLBE is its largest customer by volume and revenue.

~~Table of Contents~~

Inventory

~~Inventory~~

Inventory is stated at the lower of cost or net realizable value. Cost for all inventories is determined using the first in first out method. Net realizable value is the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Inventory consists of raw materials, work in process, finished goods, and supplies. Corn is the primary raw material along with other raw materials. Finished goods consist of ethanol, distillers' grains, and corn oil.

Derivative Instruments

From time to time the Company enters into derivative transactions to hedge its exposures to commodity price fluctuations. The Company is required to record these derivatives on the balance sheets at fair value.

In order for a derivative to qualify as a hedge, specific criteria must be met and appropriate documentation maintained. Gains and losses from derivatives that do not qualify as hedges, or are undesignated, must be recognized immediately in earnings. If the derivative does qualify as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will be either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Changes in the fair value of undesignated derivatives are recorded in earnings.

Additionally, the Company is required to evaluate its contracts to determine whether the contracts are derivatives. Certain contracts that literally meet the definition of a derivative may be exempted 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 accounting and reporting requirements, and therefore, are not marked to market in our condensed consolidated unaudited financial statements.

In order to reduce the risks caused by market fluctuations, the Company occasionally hedges its anticipated corn, natural gas, and denaturant purchases and ethanol sales by entering into options and futures contracts. These contracts are used with the intention to fix the purchase price of anticipated requirements for corn in the Company's ethanol production activities and the related sales price of ethanol. The fair value of these contracts is based on quoted prices in active exchange-traded or over-the-counter market conditions. Although the Company believes its commodity derivative positions are economic hedges, none have been formally designated as a hedge for accounting purposes and derivative positions are recorded on the balance sheet at their fair market value, with changes in fair value recognized in current period earnings or losses. The Company does not enter into financial instruments for trading or speculative purposes.

The Company has adopted authoritative guidance related to “Derivatives and Hedging,” and has included the required enhanced quantitative and qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses from derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. See further discussion in Note 5.

~~Investments~~

Table of Contents

Granite Falls Energy, LLC and Subsidiaries

Notes to Condensed Consolidated Unaudited Financial Statements

January 31, 2022

Investments

The Company has an investment ~~interests~~interest in ~~two companies~~a company in a related ~~industries.~~industry. The ~~investments are~~investment is accounted for by the equity method, under which the Company’s share of the net income of the investee is recognized as income in the Company’s Condensed Consolidated unaudited Statements of Operations and added to the investment account, and distributions received from the affiliates are treated as a reduction of the investment.

~~Table~~On June 29, 2018, we subscribed to purchase 20 preferred membership units of ~~Contents~~Harvestone Group, LLC (“Harvestone”) at a price of $100,000 per unit for a total of $2,000,000. We paid the $2,000,000 in connection with our subscription, which is reflected in our investing cash flows. Harvestone is a Delaware limited liability company that provides ethanol marketing, logistics, and trading services. Harvestone’s headquarters are located in Franklin, Tennessee. Harvestone is owned by several other ethanol producers and other private investors.

On November 15, 2021, Harvestone redeemed GFE’s 20 units for $3,000,000. As a result of the Harvestone redemption, GFE no longer owns any Harvestone units and has ceased to be a member of Harvestone. The Company received and recorded the $3,000,000 redemption in November 2021. NaN gain or loss was recognized upon redemption during the three months ended January 31, 2022.

In August 2004, GFE entered an electric service agreement with Minnesota Valley Cooperative Light and Power Association (“MVCLPA”) to supply electricity to the GFE plant. The MVCLPA electric service agreement entitles GFE to receive patronage dividends in the form of a special allocation of capital credits. The capital credits are recognized as a component of other income on the consolidated statement of operations. Through the fiscal year 2021, GFE has recognized approximately $3.2 million of investment income related to the MVCLPA capital credits. Approximately $273,000 of GFE’s capital credits were redeemed in March 2021, and as a result the investment balance was approximately $2.9 million as of October 31, 2021. MVCLPA generally redeems its capital credits on a first-in, first-out basis on a 13-year rotation, and therefore if MVCLPA continues to be successful, managements expects the MVCLPA capital credits will continue to be redeemed for cash payments to GFE.

2. RISKS AND UNCERTAINTIES

The Company has certain risks and uncertainties that it experiences during volatile market conditions. These volatilities can have a severe impact on operations. The Company's revenues are derived from the sale and distribution of ethanol, distillers' grains, corn oil, and natural gas to customers primarily located in the United States. Corn for the production process is supplied to our plant primarily from local agricultural producers and from purchases on the open market. Ethanol sales typically average 75% - 90% of total revenues and corn costs typically average 65% - 85% of cost of goods sold.

The Company's operating and financial performance is largely driven by the prices at which they sell ethanol and the net expense of corn. The price of ethanol is influenced by factors such as supply and demand, the weather, government policies and programs, and unleaded gasoline prices and the petroleum markets as a whole. 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, the weather, government policies and programs, and a risk management program used to protect against the price volatility of these commodities. Market fluctuations in the price of and demand for these products may have further significant adverse effects on the Company’s operations, profitability and the availability and adequacy of cash flow to meet the Company’s working capital requirements. The Company’s risk management program is used to protect against the price volatility of these commodities.

HLBE was out of compliance with certain debt covenants on January 31, 2021, for which a waiver was obtained from the lender. HLBE has forecasted that it is probable that there will be future instances of noncompliance with debt covenants within the next twelve months. These conditions result in the classification of all HLBE debt with the lender as current as of at January 31, 2021. HLBE has insufficient cash on hand and additional borrowing capacity, and current forecasts indicate insufficient cash flows from operations, to repay the debt if it were to come due as a result of covenant noncompliance. While the Company believes the replacement of the HLBE boiler has improved the operating performance of the plant, and led to lower operating costs, market conditions have resulted in losses. HLBE intends to source other capital sources, which may include re-negotiating their debt agreements and terms or seek potential equity solutions. At this time, there are no commitments to do so and we may not be successful in doing so.

The Company, and the ethanol industry as a whole, experienced significant adverse conditions throughout most of 2020 and into 2021 as a result of industry-wide record low ethanol prices due to reduced demand and high industry inventory levels. These factors resulted in prolonged negative operating margins, significantly lower cash flow from operations and substantial net losses. We expect to have sufficient cash on hand and availability on our credit facilities and other loans to fund our operations and commitments for at least the next twelve months from the issuance date of these unaudited consolidated financial statements. However, should unfavorable operating conditions continue in the ethanol industry that prevent us from profitably operating our plant, we may need to seek additional debt or equity funding or further idle ethanol production altogether.

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Granite Falls Energy, LLC and Subsidiaries

Notes to Condensed Consolidated Unaudited Financial Statements

January 31, 2022

3. REVENUE

Revenue by Source

All revenues from contracts with customers under ASC Topic 606 are recognized at a point in time. The following table disaggregates revenue by major source for the three months ended January 31, ~~2021~~2022 and ~~2020:~~2021:


	Three Months Ended January 31, 2021		Three Months Ended January 31, 2022
	(unaudited)		(unaudited)
	Total		Total
Ethanol	$	36,138,491	$	88,267,198
Distillers’ Grains		9,777,090		14,783,149
Corn Oil		2,850,199		5,655,922
Other		225,746		272,854
Natural Gas Pipeline		406,860		799,554
Total Revenues	$	49,398,386	$	109,778,677

	Three Months Ended January 31, 2020		Three Months Ended January 31, 2021
	(unaudited)		(unaudited)
	Total		Total
Ethanol	$	40,851,988	$	36,138,491
Distillers’ Grains		9,631,292		9,777,090
Corn Oil		1,887,852		2,850,199
Other		295,917		225,746
Natural Gas Pipeline		689,277		406,860
Total Revenues	$	53,356,326	$	49,398,386

Payment Terms

The Company has contractual payment terms with each respective marketer that sells ethanol, distillers’ grains and corn oil. These terms are 10 calendar days after the transfer of control date. The Company has contractual payment terms with natural gas customers of 20 days.

Shipping and Handling Costs

Shipping and handling costs related to contracts with customers for sale of goods are accounted for as a fulfillment activity and are included in cost of goods sold. Accordingly, amounts billed to customers for such costs are included as a component of revenue.

4. INVENTORY

Inventories consist of the following:


	January 31,		October 31,		January 31,		October 31,
		2021	2020			2022	2021
	(unaudited)				(unaudited)
Raw materials	$	5,945,944	$	4,893,502	$	12,310,830	$	10,742,480
Supplies		3,311,594		3,070,458		3,198,555		3,322,639
Work in process		1,627,529		1,480,871		2,112,829		2,023,966
Finished goods		9,210,163		4,346,974		4,126,471		4,660,746
Totals	$	20,095,230	$	13,791,805	$	21,748,685	$	20,749,831

The Company performs a lower of cost or net realizable value analysis on inventory to determine if the net realizable values of certain inventories are less than their carrying value, which is attributable primarily to decreases in market prices of corn and ethanol. Based on the lower of cost or net realizable value analysis, as a component of cost of

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Granite Falls Energy, LLC and Subsidiaries

Notes to Condensed Consolidated Unaudited Financial Statements

January 31, 2022

goods sold, the Company recorded a loss on ethanol inventories of approximately ~~$325,000~~$37,000 and ~~$1,202,000~~$325,000 for the three months ended January 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

~~Table of Contents~~

5. DERIVATIVE INSTRUMENTS

As of January 31, ~~2021,~~2022, the total notional amount of ~~GFE’s~~the Company’s outstanding corn derivative instruments was approximately ~~3,305,000~~5,295,000 bushels, comprised of ~~long~~short corn futures positions ~~on 800,000 bushels~~ that were entered into to hedge forecasted ethanol sales through ~~July 2021, and short corn futures positions on 2,505,000 bushels that were entered into to hedge forecasted corn purchases through December 2022.~~March 2023. Additionally, there are corn options positions of ~~4,195,000~~350,000 bushels through ~~December 2021.~~May 2022. There may be offsetting positions that are not shown on a net basis that could lower the notional amount of positions outstanding.

As of January 31, ~~2021,~~2022, the total notional amount of HLBE’s outstanding corn derivative instruments was approximately 730,000 bushels, comprised of long corn futures positions on 340,000 bushels that were entered into to hedge forecasted ethanol sales through July 2021, and short corn futures positions on 390,000 bushels that were entered into to hedge forecasted corn purchases through July 2022. Additionally, there are corn options positions of 3,710,000 bushels through December 2021. There may be offsetting positions that are not shown on a net basis that could lower the notional amount of positions outstanding.

~~As of January 31, 2021, GFE~~Company had approximately ~~$1,944,000~~$3,170,000 of cash collateral (restricted cash) related to derivatives held by a broker.

~~As of January 31, 2021, HLBE had approximately $242,000 of cash collateral (restricted cash) related to derivatives held by a broker.~~

The following tables provide details regarding the Company's derivative instruments at January 31, ~~2021,~~2022, none of which were designated as hedging instruments:

Consolidated Balance Sheet Location

Assets

Liabilities

Corn contracts - GFE

Commodity derivative instruments

$
—

$
1,102,819

Corn contracts - HLBE

Commodity derivative instruments

—

143,900

Ethanol contracts - GFE

Commodity derivative instruments

40,175

—

Ethanol contracts - HLBE

Commodity derivative instruments

22,837

—

Totals

$
63,012

$
1,246,719


	Consolidated Balance Sheet Location	Assets		Liabilities
Corn contracts	Commodity derivative instruments	$	—	$	1,475,563
Ethanol contracts	Commodity derivative instruments		—		2,875
Totals		$	—	$	1,478,438

As of October 31, ~~2020,~~2021, the total notional amount of ~~GFE’s~~the Company’s outstanding corn derivative instruments was approximately ~~4,275,000~~9,175,000 bushels, comprised of long corn futures positions on ~~760,000~~3,180,000 bushels that were entered into to hedge forecasted ethanol sales through March ~~2021,~~2022, and short corn futures positions on ~~3,515,000~~5,995,000 bushels that were entered into to hedge ~~forecasted~~its forward corn ~~purchases~~purchase contracts through December ~~2022 and are directly related to corn forward contracts.~~2022. Additionally, there are corn options positions of ~~1,920,000~~140,000 bushels through ~~March 2021.~~May 2022. There may be offsetting positions that are not shown on a net basis that could lower the notional amount of positions outstanding.

As of October 31, ~~2020, GFE~~2021, the Company had approximately ~~$1,643,000~~$1,641,000 of cash collateral (restricted cash) related to derivatives held by a broker.

As of October 31, 2020, the total notional amount of HLBE’s outstanding corn derivative instruments was approximately 2,095,000 bushels, comprised of long corn futures positions on 325,000 bushels that were entered into to hedge forecasted ethanol sales through March 2021, and short corn futures positions on 1,770,000 bushels that were entered into to hedge forecasted corn purchases through July 2022 and are directly related to corn forward contracts. Additionally, there are corn options positions of 1,380,000 bushels through March 2021. There may be offsetting positions that are not shown on a net basis that could lower the notional amount of positions outstanding.

~~As of October 31, 2020, HLBE had approximately $514,000 in cash collateral (restricted cash) related to derivatives held by a broker.~~

~~Table of Contents~~

The following tables provide details regarding the Company’s derivative instruments at October 31, ~~2020,~~2021, none of which were designated as hedging instruments:

Consolidated Balance Sheet Location

Assets

Liabilities

Corn contracts - GFE

Commodity derivative instruments

$
—

$
642,550

Corn contracts - HLBE

Commodity derivative instruments

—

173,928

Ethanol contracts - GFE

Commodity derivative instruments

40,900

—

Ethanol contracts - HLBE

Commodity derivative instruments

15,150

—

Totals

$
56,050

$
816,478


	Consolidated Balance Sheet Location	Assets		Liabilities
Corn contracts	Commodity derivative instruments	$	—	$	732,801
Ethanol contracts	Commodity derivative instruments		39,076		—
Totals		$	39,076	$	732,801

The following tables provide details regarding the gains (losses) from Company's derivative instruments in the condensed consolidated statements of operations, none of which are designated as hedging instruments:


	Consolidated Statement	Three Months Ended January 31,				Consolidated Statement	Three Months Ended January 31,
	of Operations Location	2021		2020		of Operations Location	2022		2021
Corn contracts	Cost of Goods Sold	$	(5,893,858)	$	(160,218)	Cost of Goods Sold	$	(1,586,235)	$	(5,893,858)
Ethanol contracts	Revenues		113,938		(210,393)	Revenues		38,873		113,938
Total loss		$	(5,779,920)	$	(370,611)		$	(1,547,362)	$	(5,779,920)

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Granite Falls Energy, LLC and Subsidiaries

Notes to Condensed Consolidated Unaudited Financial Statements

January 31, 2022

6. FAIR VALUE

The following table sets forth, by level, the Company assets that were accounted for at fair value on a recurring basis at January 31, ~~2021:~~2022:


					Fair Value Measurement Using
					Quoted Prices		Significant Other		Significant
	Carrying Amount in				in Active Markets		Observable Inputs		Unobservable Inputs
	Consolidated Balance Sheet		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial Liabilities:
Commodity Derivative instruments - Ethanol	$	2,875	$	2,875	$	2,875	$	—	$	—
Commodity Derivative Instruments - Corn	$	1,475,563	$	1,475,563	$	1,475,563	$	—	$	—
Accounts Payable (1)	$	308,136	$	308,136	$	—	$	308,136	$	—

Fair Value Measurement Using

Quoted Prices

Significant Other

Significant

Carrying Amount in

in Active Markets

Observable Inputs

Unobservable Inputs

Financial Assets:

Consolidated Balance Sheet

Fair Value

(Level 1)

(Level 2)

(Level 3)

Commodity Derivative instruments - Ethanol

$
63,012

$
63,012

$
63,012

$
—

$
—

Financial Liabilities:

Commodity Derivative instruments - Corn

$
1,246,719

$
1,246,719

$
1,246,719

$
—

$
—

Accounts Payable (1)

$
66,839

$
66,839

$
—

$
66,839

$
—

~~The following table provides information on those derivative assets and liabilities measured at fair value on a recurring basis at October 31, 2020:~~

Fair Value Measurement Using

Quoted Prices

Significant Other

Significant

Carrying Amount in

in Active Markets

Observable Inputs

Unobservable Inputs

Financial Assets:

Consolidated Balance Sheet

Fair Value

(Level 1)

(Level 2)

(Level 3)

Commodity Derivative Instruments - Ethanol

$
56,050

$
56,050

$
56,050

$
—

$
—

Financial Liabilities:

Commodity Derivative Instruments - Corn

$
816,478

$
816,478

$
816,478

$
—

$
—

Accounts Payable (1)

$
792,795

$
792,795

$
—

$
792,795

$
—

(1)

Accounts payable is generally stated at historical amounts with the exception of amounts in this table related to certain delivered inventory for which the payable fluctuates based on the changes in commodity prices. These payables are hybrid financial instruments for which the company has elected the fair value option.

The following table provides information on those derivative assets and liabilities measured at fair value on a recurring basis at October 31, 2021:


					Fair Value Measurement Using
					Quoted Prices		Significant Other		Significant
	Carrying Amount in				in Active Markets		Observable Inputs		Unobservable Inputs
Financial Assets:	Consolidated Balance Sheet		Fair Value		(Level 1)		(Level 2)		(Level 3)
Commodity Derivative Instruments - Corn	$	39,067	$	39,067	$	39,067	$	—	$	—

Financial Liabilities:
Commodity Derivative Instruments - Corn	$	732,801	$	732,801	$	732,801	$	—	$	—
Accounts Payable (1)	$	923,550	$	923,550	$	—	$	923,550	$	—

(1)

The Company determines the fair value of commodity derivative instruments by obtaining fair value measurements from an independent pricing service. The fair value measurements consider observable data that may

~~Table of Contents~~

include dealer quotes and live trading levels from the Chicago Board of Trade market and New York Mercantile Exchange. We determine the fair value Level 2 accounts payable based on nearby futures values, plus or minus nearby basis.

Table of Contents

Granite Falls Energy, LLC and Subsidiaries

Notes to Condensed Consolidated Unaudited Financial Statements

January 31, 2022

7. DEBT FACILITIES

~~Debt financing~~Long-term debt consists of the following:

January 31, 2021

October 31, 2020

(unaudited)

GRANITE FALLS ENERGY:

Revolving term loan, see terms below.

$
5,436,202

$
—

Term note payable to Project Hawkeye, see terms below.

6,071,428

6,339,286

SBA Paycheck Protection Program Loan

703,900

703,900

HERON LAKE BIOENERGY:

Amended revolving term note payable to lending institution, see terms below.

9,699,032

7,891,426

Single advance term note payable to lending institution, see terms below.

2,700,000

3,000,000

Seasonal line of credit payable to lending institution, see terms above.

—

—

Assessment payable as part of water treatment agreement, due in semi-annual installments of $189,393 with interest at 6.55%, enforceable by statutory lien, with the final payment due in October 2021. HLBE made deposits for one years' worth of debt service payments of approximately $364,000, which is included with other current assets that are held on deposit to be applied with the final payments of the assessment.

300,551

300,551

SBA Paycheck Protection Program Loan

595,693

595,693

Totals

25,506,806

18,830,856

Less: amounts due within one year

14,685,873

12,954,538

Net long-term debt

$
10,820,933

$
5,876,318


	January 31, 2022		October 31, 2021
	(unaudited)
$20 million Revolving Credit Promissory Note, see terms below	$	—	$	—
$20 million Revolving term loan, see terms below		—		—
$25 million Single Advance Term Promissory Note, see terms below		25,000,000		25,000,000
$2.4 million Single Advance Term Promissory Note, see terms below		2,100,000		2,400,000
Term note payable to Project Hawkeye, see terms below		5,000,000		5,267,857
Totals		32,100,000		32,667,857
Less: amounts due within one year		6,171,429		5,046,429
Net long-term debt	$	25,928,571	$	27,621,428

~~Granite Falls Energy~~Based on the most recent debt agreements, estimated maturities of long-term debt at January 31, 2022 are as follows:


2023	$	6,171,429
2024		6,171,429
2025		6,171,429
2026		5,871,429
2027		7,714,284
Total debt	$	32,100,000

~~Revolving Term Loan~~

On September 27, 2021, GFE ~~has a~~finalized loan documents for an amended credit facility (the “2021 Credit Facility”) with AgCountry Farm Credit Services, PCA, AgCountry Farm Credit Services, FLCA (“AgCountry”). CoBank FCB (“CoBank”) serves as AgCountry’s administrative agent for the 2021 Credit Facility. The 2021 Credit Facility is intended to finance GFE’s acquisition of HLBE and consolidate certain existing debts of GFE and HLBE. The loan documents include an Amended and Restated Credit Agreement (the “Credit Agreement”), which amends and replaces the Company’s credit agreement with AgCountry dated September 27, 2018.

The 2021 Credit Facility contains customary financial and affirmative covenants and negative covenants for loans of this type and size to ethanol companies. Each loan from AgCountry to GFE is subject to the terms of the Credit Agreement. Pursuant to the Credit Agreement, all agreements between GFE and AgCountry and/or CoBank are secured by a ~~lender~~first lien on all equity or personal property owned or acquired by GFE. Financial covenants under the Amended Credit Facility include (i) maintenance of working capital of at least $20.0 million, and (ii) maintenance of a debt service coverage ratio of not less than 1.75 to 1.00 at the end of each fiscal year, beginning October 31, 2022.

The 2021 Credit Facility provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, the following: nonpayment of principal or interest; breach of covenants or other agreements in the ~~form~~Amended Credit Facility; defaults in failure to pay certain other indebtedness; and certain events of ~~a revolving term loan in~~bankruptcy or insolvency. If any event of default occurs, the ~~amount~~remaining principal balance and accrued interest on all loans subject to the Amended Credit Facility will become immediately due and payable.

The 2021 Credit Facility includes the following agreements:

$20 million Revolving Credit Promissory Note:

Under the terms of ~~$11,000,000 that will expire on October 20, 2024. There was an outstanding balance on this revolving term loan of $5,436,202 on January 31, 2021. Therefore,~~the Revolving Credit Promissory Note, GFE may borrow, repay, and reborrow up to the aggregate principal commitment amount ~~available for borrowing by GFE~~of $20.0 million. Final payment of amounts borrowed under ~~this~~ revolving ~~term loan at January 31, 2021 was $5,563,798.~~

credit promissory note is due October 1, 2022. Interest on the amended revolving term promissory note accrues at a variable weekly rate equal to ~~3.25% above~~ the ~~higher of 0.00% or One Month~~One-Month London Interbank Offered Rate (“LIBOR”) Index ~~Rate,~~rate plus 3.25% and is payable monthly in arrears, which ~~totaled 3.38%~~equated to 3.36% at January 31, ~~2021.~~

2022. The revolving credit ~~facility~~promissory note is also ~~requires GFE~~subject to ~~comply with certain financial covenants at various times calculated monthly, quarterly or annually, including~~ a restriction of the payment of dividends and maintenance of certain financial ratios including minimum working capital, minimum net worth and a debt service coverage ratio as defined by the credit facility. Failure to comply with the protective loan covenants or maintain the required financial ratios may cause acceleration of the outstanding principal balances on the revolving term loan and/or the imposition of fees, charges or penalties.

~~GFE also agreed to pay an unused commitment~~0.30% fee on the unused ~~available portion~~commitment. The purpose of the revolving ~~term loan commitment at~~credit promissory note is to provide for the ~~rate~~operating needs of ~~0.500% per annum, payable monthly in arrears.~~

~~The credit facility is secured by substantially all assets of GFE. There are no savings account balance collateral requirements as part of this credit facility.~~

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Granite Falls Energy, LLC and Subsidiaries

Notes to Condensed Consolidated Unaudited Financial Statements

January 31, 2022

GFE and consolidate a $5 million revolving credit promissory note dated February 4, 2021, between AgCountry and HLBE.

$20 million Amended and Restated Revolving Term Promissory Note:

Under the terms of the Amended and Restated Revolving Term Promissory Note, GFE may borrow, repay, and reborrow up to the aggregate principal commitment amount of $20.0 million. Final payment of amounts borrowed under the note is due October 1, 2026. Subject to GFE’s selection, interest on the note accrues at either a variable weekly rate of the LIBOR Index rate plus 3.50%, which equated to 3.61% at January 31, 2022, or an annual fixed rate determined by CoBank. The note is subject to an overadvance fee, an amendment fee, and a 0.50% unused commitment fee. The purposes of the note are to providing working capital to GFE, to finance GFE’s acquisition of the non-controlling interest of HLBE, and to terminate and transfer to GFE the existing indebtedness on a $13 million amended and restated revolving term promissory note dated June 11, 2020, between HLBE and AgCountry.

$25 million Single Advance Term Promissory Note:

Under the terms of the $25.0 million Single Advance Term Promissory Note, AgCountry agrees to make a single advance loan to GFE in the amount of $25.0 million for the purpose of financing GFE’s acquisition of the non-controlling interest of HLBE and refinancing existing indebtedness. GFE agrees to repay the note in 18 quarterly installments of $1.125 million, beginning March 2022, plus a final installment of any unpaid balance. Subject to GFE’s selection, the amounts borrowed bear interest at either a variable weekly rate equal to the LIBOR Index Rate plus 3.50%, which equated to 3.61% at January 31, 2022, or an annual fixed rate set by CoBank, with a minimum period of one year and minimum amount of $100,000.

$2.4 million Single Advance Term Promissory Note:

Under the terms of the $2.4 million Single Advance Term Promissory Note, AgCountry made a single advance loan to GFE in the amount of $2.4 million loan for the purpose of financing GFE’s acquisition of the non-controlling interest of HLBE and to terminate and transfer GFE’s existing indebtedness pursuant to a HLBE’s single advance term promissory note dated June 19, 2020. Amounts borrowed under the note bear interest at a fixed rate of 3.80%. The note is to be repaid in 7 semi-annual installments of $300,000, beginning December 2021 and the final installment of the unpaid balance in June 2025. HLBE’s single advance term promissory note dated June 19, 2020 provided a commitment of $3.0 million to HLBE for the purpose of constructing a new grain bin and reducing a revolving term promissory note.

Project Hawkeye Loan

On August 2, 2017, GFE entered into a replacement credit facility with Project Hawkeye. The terms of the replacement credit facility allow GFE to borrow up to $7.5 million of variable-rate, amortizing non-recourse debt from Project Hawkeye using the GFE’s $7.5 million investment in Ringneck Energy & Feed, LLC (“Ringneck”), as collateral. The Project Hawkeye loan bears interest from date funds are first advanced on the loan through maturity, at a rate per annum equal to the sum of the One Month LIBOR Index Rate plus 3.05% per annum, with an interest rate floor of 3.55%, which equated to 3.55% ~~\at~~at January 31, ~~2021 and October 31, 2020.~~2022.

The Project Hawkeye loan requires annual interest payments only for the first two years of the loan and monthly principal and interest payments for years three through nine based on a ~~seven- year~~seven-year amortization period. The monthly amortized payments will be re-amortized following any change in interest rate. The entire outstanding principal balance of the loan, plus any accrued and unpaid interest thereon, is due and payable in full on August 2, 2026. GFE is permitted to voluntarily prepay all or any portion of the outstanding balance of this loan at any time without premium or penalty.

Pursuant to a pledge agreement entered into in connection with the Project Hawkeye loan, GFE’s obligations are secured by all of its right, title, and interest in its investment in Ringneck, including the 1,500 units subscribed for by GFE. The loan is non-recourse to all of GFE’s other assets, meaning that in the event of default, the only remedy available to Project Hawkeye will be to foreclose and seize all of GFE’s right, title and interest in its investment in Ringneck.

~~SBA Paycheck Protection Program Loan~~

In March 2020, Congress passed the Paycheck Protection Program, authorizing loans to small businesses for use in paying employees that they continue to employ throughout the COVID-19 pandemic and for rent, utilities and interest on mortgages. Loans obtained through the Paycheck Protection Program are eligible to be forgiven as long as the proceeds are used for qualifying purposes and certain other conditions are met. On April 17, 2020, GFE received a loan in the amount of $703,900 through the Paycheck Protection Program. This note was forgiven in February 2021.

Also in February 2021, GFE received a second Paycheck Protection Program loan in the amount of $703,900. Management expects the entire loan will be used for payroll, utilities and interest; therefore, management anticipates that the loan will be substantially forgiven. To the extent it is not forgiven, GFE would be required to repay that portion at an interest rate of 1% with principal repayment installments beginning in June 2022 with a final installment in February 2026.

~~Heron Lake BioEnergy~~

~~Revolving Term Note~~

The 2020 Credit Facility includes an amended and restated revolving term loan with a $13,000,000 principal commitment. The loan is secured by substantially all of HLBE’s assets, including a subsidiary guarantee. The 2020 Credit Facility contains customary covenants, including restrictions on the payment of dividends and loans and advances to Agrinatural, and maintenance of certain financial ratios including minimum working capital, minimum net worth and a debt service coverage ratio as defined by the credit facility. Failure to comply with the protective loan covenants or maintain the required financial ratios may cause acceleration of the outstanding principal balances on the revolving term loan and/or the imposition of fees, charges, or penalties. For the period ended January 31, 2021, HLBE had events of non-compliance. HLBE has obtained a waiver from its lender for the non-compliance events.

As part of the 2020 Credit Facility closing, HLBE entered into an amended administrative agency agreement with CoBank, ACP (“CoBank”). As a result, CoBank will continue act as the agent for the lender with respect to the 2020 Credit Facility. HLBE agreed to pay CoBank an annual fee of $2,500 for its services as administrative agent.

Under the terms of the amended revolving term loan, HLBE may borrow, repay, and reborrow up to the aggregate principal commitment amount of $13,000,000. Final payment of amounts borrowed under the amended revolving term loan is due December 1, 2022. Interest on the amended revolving term loan accrues at a variable weekly rate equal to 3.35% above the higher of 0.00% or the One-Month London Interbank Offered Rate (“LIBOR”) Index rate, which totaled 3.48% at January 31, 2021.

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~~HLBE also agreed~~Granite Falls Energy, LLC and Subsidiaries

Notes to ~~pay an unused commitment fee on the unused available portion of the amended revolving term loan commitment at the rate of 0.500% per annum, payable monthly in arrears.~~Condensed Consolidated Unaudited Financial Statements

~~Single Advance Term Note~~

In June 2020, HLBE entered into a single advance term note with a $3,000,000 principal commitment, with the purpose to finance the construction of a new grain bin and provide principal reduction on the Revolving Term Note. The interest rate is fixed at 3.80%. Principal with interest is to be paid in 10 consecutive, semi-annual installments, with the first installment due on December 20, 2020 and the last installment due on June 20, 2025. The note is secured as provided in the 2020 Credit Facility.

~~Short Term Revolving Promissory Note~~

In February 2021, HLBE entered into a revolving promissory note with its lender in order to finance the operating needs of HLBE. The revolving promissory note is subject to the 2020 Credit Facility. Under the terms, HLBE may borrow, repay and reborrow up to the aggregate principal commitment amount of $5,000,000. Final payment of amounts borrowed under the revolving promissory note is June 1, 2021. Interest of the loan accrues at a variable weekly rate equal to 3.35% above the higher of 0.00% or the One-Month London Interbank Offered Rate (“LIBOR”) Index rate and is payable monthly in arrears. In addition, HLBE agreed to pay an unused commitment fee on the unused available portion of the loan at the rate of 0.50% per annum payable monthly in arrears.

During February 2021, the 2020 Credit Facility was amended to reduce the working capital covenant to $8 million through May 31, 2021 and increasing to $10 million beginning June 30, 2021. Also in February 2021, the 2020 Credit Facility was also amended to decrease the net worth requirement from $32 million to $28 million.

HLBE has forecasted that it is probable that there will be future instances of non-compliance with debt covenants within the next twelve months. As a result, approximately $11,800,000 of long term debt has been reclassified as current maturities

~~SBA Paycheck Protection Program Loan~~

In March 2020, Congress passed the Paycheck Protection Program, authorizing loans to small businesses for use in paying employees that they continue to employ throughout the COVID-19 pandemic and for rent, utilities and interest on mortgages. Loans obtained through the Paycheck Protection Program are eligible to be forgiven as long as the proceeds are used for qualifying purposes and certain other conditions are met. On April 18, 2020, HLBE received a loan in the amount of $595,693 through the Paycheck Protection Program. Management expects the loan to be forgiven in March 2021. To the extent it is not forgiven, GFE would be required to repay that portion at an interest rate of 1% over a period of two years, beginning August 2021 with a final installment in April 2022.

Also in February 2021, HLBE received a second Paycheck Protection Program loan in the amount of $595,693. Management expects the entire loan will be used for payroll, utilities and interest; therefore, management anticipates that the loan will be substantially forgiven. To the extent it is not forgiven, HLBE would be required to repay that portion at an interest rate of 1% with principal repayment installments beginning in February 2022 with a final installment in February 2026.

~~Estimated annual maturities of debt at~~ January 31, ~~2021, are as follows based on the most recent debt agreements and violation of certain loan covenants:~~2022

2022

$
14,685,873

2023

1,456,160

2024

1,071,429

2025

6,507,630

2026

1,071,429

Thereafter

714,285

Total debt

$
25,506,806

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8. LEASES

The Company elected the following practical expedients allowable under the ASC 842: not to reassess whether any expired or existing contracts are or contain leases; not to reassess the lease classification for any expired or existing leases; not to reassess initial direct costs for any existing leases. Additionally, the Company elected the short-term lease exemption policy, applying the requirements of ASC 842 to only long-term (greater than one year) leases.

The Company leases rail cars for its facility to transport ethanol and dried distillers’ grains to its end customers. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate, unless an implicit rate is readily determinable, as the discount rate for each lease in determining the present value of lease payments. For the ~~three~~twelve months ended January 31, ~~2021,~~2022, the Company’s weighted average discount rate was 4.87%. Operating lease expense is recognized on a straight-line basis over the lease term.

The Company determines if an arrangement is a lease or contains a lease at inception. The Company’s leases have remaining terms of approximately ~~one~~two to ~~seven~~six years. For the ~~three~~twelve months ended January 31, ~~2021,~~2022, the weighted average remaining lease term was ~~four~~three years.

The Company elected to use a portfolio approach for lease classification, which allows for an entity to group together leases with similar characteristics provided that its application does not create a material difference when compared to accounting for the leases at a contract level. For railcar leases, the Company elected to combine the railcars within each rider and account for each rider as an individual lease.

The following table summarizes the remaining annual maturities of the Company’s operating lease liabilities as of January 31, ~~2021:~~2022:



2022	$	4,403,800
2023		4,315,800	$	4,315,800
2024		3,917,400		3,917,400
2025		3,261,000		3,261,000
2026		2,870,100		2,870,100
2027				1,983,000
Thereafter		2,083,000		100,000
Totals		20,851,100		16,447,300
Less: Amount representing interest		2,378,248		1,589,338
Lease liabilities	$	18,472,852	$	14,857,962

For the three months ended January 31, 2022 and 2021, ~~and 2020, GFE~~the Company recorded operating lease costs of approximately ~~$834,000~~$1,611,000 and ~~$778,000 respectivley,~~$1,444,000 respectively, in cost of goods sold in the ~~GFE’s~~condensed consolidated unaudited statement of operations, which approximates cash paid for the period.

For the three months ended January 31, 2021 and 2020, HLBE recorded operating lease costs of approximately $610,000 and $575,000 respectively in cost of goods sold in HLBE’s statement of operations, which approximates cash paid for the period.

9. MEMBERS' EQUITY

~~Granite Falls Energy~~

~~GFE~~The Company has ~~one~~1 class of membership units. The units have no0 par value and have identical rights, obligations and privileges. Income and losses are allocated to all members based upon their respective percentage of units held. As of January 31, ~~2021~~2022 and October 31, ~~2020, GFE~~2021, the Company had 30,606 membership units authorized, issued, and outstanding.

~~Table~~On December 22, 2021, the Board of ~~Contents~~Governors of the Company declared a cash distribution of $330.00 per membership unit to the holders of record of the Company’s units at the close of business on December 22, 2021, for a total distribution of $10,099,980. The Company paid the distribution in January 2022.

10. RELATED PARTY TRANSACTIONS

Corn Purchases - Members

~~GFE~~The Company purchased corn from board members of approximately ~~$977,000~~$2,998,000 and ~~$314,000~~$4,719,000 for the three months ended January 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

~~HLBE purchased corn from board members~~

Table of ~~approximately $3,742,000~~Contents

Granite Falls Energy, LLC and ~~$5,065,000 for the three months ended~~ Subsidiaries

Notes to Condensed Consolidated Unaudited Financial Statements

January 31, ~~2021 and 2020, respectively.~~2022

11. COMMITMENTS AND CONTINGENCIES

Corn Forward Contracts

At January 31, ~~2021, GFE~~2022, the Company had cash and basis contracts for forward corn purchase commitments for approximately ~~4,987,000~~9,012,000 bushels for deliveries through ~~December 2022.~~ October 2023.

~~At January 31, 2021, HLBE had cash and basis contracts for forward corn purchase commitments for approximately 4,402,000 bushels for deliveries through July 2022.~~

Given the uncertainty of future ethanol and corn prices, the Company could incur a loss on the outstanding corn purchase contracts in future periods. Management has evaluated these forward contracts and its inventories using the lower of cost or net realizable value evaluation, similar to the method used on its inventory, and has determined that anno impairment ~~of loss of approximately $47,000~~ existed ~~at October 31, 2020,~~ for the ~~HLBE~~ forward corn purchase ~~commitments. No impairment loss existed for GFE forward corn purchase commitments.~~commitments at January 31, 2022 and October 31, 2021.

Ethanol Forward Contracts

At January 31, ~~2021, GFE~~2022, the Company had fixed and basis contracts to sell approximately ~~$14,600,000~~$40,094,000 of ethanol for various delivery periods through March ~~2021,~~2022, which approximates 95% of its anticipated ethanol sales for this that period.

Distillers' Grain Forward Contracts

At January 31, 2021, HLBE had fixed and basis contracts to sell approximately $14,720,000 of ethanol for various delivery periods through March 2021, which approximates 97% of its anticipated ethanol sales for that period.

~~Distillers' Grain Forward Contracts~~

~~At January 31, 2021, GFE~~2022, the Company had forward contracts to sell approximately ~~$3,063,000~~$4,708,000 of distillers’ grain for deliveries through March ~~2021,~~2022, which approximates ~~55%~~60% of its anticipated distillers’ grain sales during that period.

Corn Oil Forward Contracts

At January 31, ~~2021, HLBE~~2022, the Company had forward contracts to sell approximately ~~$5,473,000 of distillers’ grains for delivery through September 2021, which approximates 27% of its anticipated distillers’ grains sales during that period.~~

~~Corn Oil Forward Contracts~~

~~At January 31, 2021, GFE had forward contracts to sell approximately $637,000~~$2,439,000 of corn oil for delivery through February ~~2021,~~2022, which approximates ~~75%~~70% of its anticipated corn oil sales for that period.

~~At January 31, 2021, HLBE had forward contracts to sell approximately $435,000 of corn oil for delivery through February 2021, which approximates 75% of its anticipated corn oil sales for that period.~~

Rail Car Rehabilitation Costs

GFE leases 75 hopper rail cars under a multi-year agreement, which ends in November 2025. HLBE leases 50 hopper rail cars under a multi-year agreement which ends in May 2027. Under the ~~agreement, GFE~~agreements, the Company is required to pay to rehabilitate each car for ~~“damage”~~"damage" that is considered to be other than normal wear and tear upon turn in of the car(s) at the termination of the lease. ~~GFE believes that it is probable that GFE may be assessed for damages incurred. Company management has estimated total costs to rehabilitate~~During the ~~cars at~~three months ended January 31, 2022 and 2021, GFE has recorded a corresponding estimated long-term liability totaling $825,000. During the three months ended January 31, 2022 and ~~October 31, 2020~~

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~~to be~~2021, HLBE has recorded a corresponding estimated long-term liability totaling approximately ~~$825,000. GFE~~$654,000. The Company accrues the estimated cost of ~~railcar~~rail car damages over the term of the ~~lease~~leases as the damages are incurred as a component of cost of ~~damages are incurred.~~

HLBE leases 50 hopper rail cars under a multi-year agreement which ends in May 2027. Under the agreement, HLBE is required to pay to rehabilitate each car for “damage” that is considered to be other than normal wear and tear upon turn in of the car(s) at the termination of the lease. HLBE believes that it is probable that HLBE may be assessed for damages incurred and management has estimated total costs to rehabilitate the cars at January 31, 2021 and October 31, 2020, to be approximately $608,000 and $597,000, respectively.goods sold. During the ~~quarter~~three months ended January 31, 2022 and 2021, ~~and 2020, HLBE has~~the Company recorded an expense in cost of goods of approximately ~~$12,000~~$11,000 and ~~$11,000,~~$12,000, respectively.

Letter of Credit Promissory Note

The 2021 Credit Facility includes an amended and restated letter of credit promissory note. Under the terms of the note, the Company may borrow, repay, and reborrow up to the aggregate principal commitment of $500,000 until its maturity on December 1, 2023. Amounts borrowed under the note bear interest at a variable weekly rate equal to 3.25% above the rate quoted by LIBOR Index rate, which was 3.36% at January 31, 2022 The aggregate principal amount available under the letter of credit promissory note was $500,000 at January 31, 2022 and October 31, 2021.

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

We prepared the following discussion and analysis to help readers better understand our financial condition, changes in our financial condition, and results of operations for the three months ended January 31, ~~2021~~2022 and ~~2020.~~2021. This section should be read in conjunction with the condensed consolidated unaudited financial statements and related notes in PART I - Item 1 of this report and the information contained in the Company’s annual report on Form 10-K for the fiscal year ended October 31, ~~2020.~~2021.

When we use the terms “Granite Falls Energy” or “GFE” or similar words in this Quarterly Report on Form 10-Q, unless the context otherwise requires, we are referring to Granite Falls Energy, LLC and our operations at our ethanol production facility located in Granite Falls, Minnesota. When we use the terms “Heron Lake BioEnergy”, “Heron Lake”, or “HLBE” or similar words, unless the context otherwise requires, we are referring to Heron Lake BioEnergy, LLC and its wholly owned subsidiary, HLBE Pipeline Company, LLC, through which, HLBE holds a 100% interest in Agrinatural Gas, LLC. When we use the terms the “Company,” “we,” “us,” “our” or similar words in this quarterly report on Form 10-Q, unless the context otherwise requires, we are referring to Granite Falls Energy, LLC and our consolidated wholly- and majority-owned subsidiaries.

Disclosure Regarding Forward-Looking Statements

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so investors can better understand future prospects and make informed investment decisions. As such, we have historical information, as well as forward-looking statements regarding our business, financial condition, results of operations, performance and prospects in this report. All statements that are not historical or current facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions.

Forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which may be beyond our control, and may cause actual results, performance or achievements to differ materially from those projected in, expressed or implied by forward-looking statements. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us are described more particularly in the “Risk Factors” section of our annual report on Form 10-K for the year ended October 31, 2020. These risks and uncertainties include, but are not limited to, the following:

●

Fluctuations in the price of ethanol as a result of a number of factors, including: the price and availability of competing fuels; the overall supply and demand for ethanol and corn; the price of gasoline, crude oil and corn; and government policies;

●

Fluctuations in the price of crude oil and gasoline and the impact of lower oil and gasoline prices on ethanol prices and demand;

●

Fluctuations in the availability and price of corn, resulting from factors such as domestic stocks, demand from corn-consuming industries, such as the ethanol industry, prices for alternative crops, increasing input costs, changes in government policies, shifts in global markets or damaging growing conditions, such as plant disease or adverse weather, including drought;

●

Fluctuations in the availability and price of natural gas, which may be affected by factors such as weather, drilling economics, overall economic conditions, and government regulations;

●

Negative operating margins which may result from lower ethanol and/or high corn prices;

●

Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture, oil or automobile industries;

●

Overcapacity and oversupply in the ethanol industry;

●

Ethanol trading at a premium to gasoline at times, which may act as a disincentive for discretionary blending of ethanol beyond ~~RFS~~Renewable Fuel Standard requirements and consequently negatively impacting ethanol prices and demand;

●

Changes in federal and/or state laws and environmental regulations including elimination, waiver or reduction of corn-based ethanol volume obligations under the ~~RFS~~Renewable Fuel Standard and legislative acts taken by state governments such as California related to low-carbon fuels, may have an adverse effect on our business;

●

Any impairment of the transportation, storage and blending infrastructure that prevents ethanol from reaching markets;

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●

Any effect on prices and demand for our products resulting from actions in international markets, particularly imposition of tariffs;

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●

Changes in our business strategy, capital improvements or development plans;

●

Effect of our risk mitigation strategies and hedging activities on our financial performance and cash flows;

●

Competition from alternative fuels and alternative fuel additives;

●

Changes or advances in plant production capacity or technical difficulties in operating the plant;

●

Our reliance on key management personnel; ~~and~~

●

A slowdown in global and regional economic activity, demand for our products and the potential for labor shortages and shipping disruptions resulting from ~~COVID-19.~~COVID-19; and

●

Inflation and supply chain bottlenecks may lead to increases in the costs of corn, natural gas, labor and other expenses critical to the operation of our ethanol plans.

We believe our expectations regarding future events are based on reasonable assumptions; however, these assumptions may not be accurate or account for all risks and uncertainties. Consequently, forward-looking statements are not guaranteed. Actual results may vary materially from those expressed or implied in our forward-looking statements. In addition, we are not obligated and do not intend to update our forward-looking statements as a result of new information unless it is required by applicable securities laws. We caution investors not to place undue reliance on forward-looking statements, which represent management’s views as of the date of this report. We qualify all of our forward-looking statements by these cautionary statements.

Available Information

Our website address is www.granitefallsenergy.com. Our annual report on Form 10-K, periodic reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available, free of charge, on our website under the link “SEC Compliance,” as soon as reasonably practicable after we electronically file such materials with, or furnish such materials to, the Securities and Exchange Commission. The contents of our website are not incorporated by reference in this report on Form 10-Q.

Industry and Market Data

Much of the information in this report regarding the ethanol industry, including government regulation relevant to the industry is from information published by the Renewable Fuels Association (“RFA”), a national trade association for the United States (“U.S.”) ethanol industry, and information about the market for our products and competition is derived from publicly available information from governmental agencies or publications and other published independent sources. Although we believe our third-party sources are reliable, we have not independently verified the information.

Overview

Granite Falls Energy, LLC ~~(“Granite Falls Energy” or “GFE”)~~ is a Minnesota limited liability company ~~that owns~~formed on December 29, 2000 for the purpose of constructing, owning and ~~operates~~operating a ~~dry mill corn-based, natural gas fired~~fuel-grade ethanol plant located in Granite Falls, Minnesota. ~~Additionally, through Project Viking, L.L.C., a wholly owned subsidiary (“Project Viking”), GFE owns an approximately 50.7% controlling interest~~Our business consists primarily of the production and sale of ethanol and its co-products (wet, modified wet and dried distillers’ grains, corn oil and corn syrup) locally, and throughout the continental U.S. However, as markets allow, our products can be, and have been, sold in the export markets. Our revenues from operations come from three primary sources: sales of fuel ethanol, sales of distillers’ grains and sales of corn oil at GFE’s ethanol plant and HLBE’s ethanol plant.

Heron Lake BioEnergy, LLC (“Heron Lake BioEnergy” or “HLBE”)~~. HLBE is a Minnesota limited liability company that~~, which owns ~~and operates a dry mill corn-based, natural gas fired~~an ethanol plant located near Heron Lake, ~~Minnesota. Additionally, through its~~Minnesota, is a wholly owned subsidiary of GFE. In July 2013, we acquired controlling interest in HLBE ~~Pipeline~~through our wholly owned subsidiary Project Viking, L.L.C (“Project Viking”). Prior to September 29, 2021, GFE held a 50.7% ownership interest in HLBE. On September 29, 2021, we completed a merger in which we acquired the remaining non-controlling interest of HLBE for $14,000,000. As a result of the merger, GFE and Project Viking own 100% of HLBE’s issued and outstanding membership units.

The Company ~~LLC (“HLBE Pipeline Company”), HLBE~~experienced a significant increase in its revenue and net income during the three month period ended January 31, 2022, as compared to the same three month period a year earlier, due primarily to a substantial increase in the price received per gallon of ethanol, as well as increases in the price received for our other principal products, distillers grain and corn oil. The increase in the price of ethanol is attributable, in part, to the ~~sole owner~~economic rebound from the effects of ~~Agrinatural Gas, LLC (“Agrinatural”),~~the COVID-19 pandemic, which ~~operates a natural gas pipeline.~~has led to increased demand for transportation fuel, including the ethanol we produce. Management expects demand for ethanol to remain strong in the near term; however, it is possible that additional

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factors including the conflict in Ukraine, inflation, and the possibility of additional COVID-19 outbreaks could lead to volatility in the economy generally and in the ethanol industry specifically.

Ethanol Production

Our business consists primarily of the production and sale of ethanol and its co-products (wet, modified wet and dried distillers’ grains, corn oil and corn syrup) locally, and throughout the continental U.S. Our production operations are carried out at GFE’s ethanol plant located in Granite Falls, Minnesota and at HLBE’s ethanol plant near Heron Lake, Minnesota.

~~GFE’s ethanol~~The GFE plant has an ~~approximate~~ annual nameplate production capacity of 60approximately 63 million gallons of denatured ethanol, but ~~has obtained EPA pathway approval and permits from the Minnesota Pollution Control Authority (“MPCA”)~~is currently permitted to ~~increase its production capacity~~produce up to ~~approximately~~ 70 million gallons of undenatured ethanol on a twelve-month rolling sum basis. ~~HLBE’s~~The HLBE plant has an approximate annual nameplate production capacity of 60approximately 65 million gallons of denatured ethanol, but ~~has obtained EPA pathway approval and permits from the MPCA~~is currently permitted to ~~increase its production capacity~~produce up to approximately 7272.3 million gallons of undenatured fuel-grade ethanol on a ~~twelve month~~twelve-month rolling sum basis. We intend to continue working toward increasing production at both the GFE and HLBE plants to take advantage of the additional production allowed pursuant to ~~their respective~~our permits soas long as we believe it is profitable to do so.

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We market and sell the products produced at our plants primarily using third party marketers. The markets in which our products are sold may be local, regional, national, and international and depend primarily upon the efforts of third party marketers. We have contracted with Eco-Energy, Inc. to market all of the ethanol produced at our ethanol plants. GFE also independently markets a small portion of the ethanol production at its plant as E-85 to local retailers.

We do not have any long-term, fixed price exclusive supply contracts for the purchase of corn for either the GFE or HLBE plants. Both GFE and HLBE purchase the corn necessary for operating directly from grain elevators, farmers, and local dealers within approximately 80 miles of their respective plants. ~~Neither~~ GFE’s ~~nor HLBE’s~~ members are not obligated to deliver corn to our plants.

Steve Christensen serves as our CEO and general manager and intends to retire at or before the end of 2021. In February 2021, we executed a separation agreement with Mr. Christensen, which provides that Christensen will continue to serve in his roles until we hire his replacement and complete a transition period.

HLBE was out of compliance with certain debt covenants on January 31, 2021, for which a waiver was obtained from the lender. HLBE has forecasted that it is probable that there will be future instances of noncompliance with debt covenants within the next twelve months. These conditions result in the classification of approximately $11.8 million of debt as current as of at January 31, 2021. HLBE has insufficient cash on hand and additional borrowing capacity, and current forecasts indicate insufficient cash flows from operations, to repay the debt if it were to come due as a result of covenant noncompliance. These factors raise substantial doubt about HLBE’s ability to continue as a going concern. To remain in business, HLBE will need to obtain additional equity or debt financings. There is a risk that CoBank, as the administrative agent for our lender Compeer, may seek to enforce its security interests and take control of HLBE’s assets. If that were to happen, HLBE may be faced with the prospect of either ceasing operations or seeking to reorganize through Chapter 11 bankruptcy proceedings.

Plan of Operations for the Next Twelve Months

The Company, and the ethanol industry as a whole, experienced significant adverse conditions throughout most of 2020 and so far in 2021 as a result of industry-wide record low ethanol prices due to reduced demand and high industry inventory levels, exacerbated by the COVID-19 pandemic. These factors resulted and continue to result in prolonged negative operating margins, lower cash flow from operations and substantial net losses. We expect to have sufficient cash generated by continuing operations, availability on our credit facility, and additional debt with the Company’s current lenders to fund our operations. However, should unfavorable operating conditions continue or worsen in the ethanol industry that prevent us from profitably operating our plant, we may need to seek additional funding or further idle ethanol production altogether.

Over the next twelve months, we will continue our focus on operational improvements at our plants. These operational improvements include exploring methods to improve ethanol yield per bushel and increasing production output at our plants to take full advantage of our permitted production capacities, reducing our operating costs, and optimizing our margin opportunities through prudent risk-management policies. Additionally, we expect to continue to conduct routine maintenance and repair activities at our ethanol plants to maintain current plant infrastructure, as well as small capital projects to improve operating efficiency. We anticipate using cash from our revolving term loans to finance these plant upgrade projects.

Trends and Uncertainties Impacting Our Operations

The principal factors affecting our results of operations and financial conditions are the market prices for corn, ethanol, distillers’ grains and natural gas, as well as governmental programs designed to create incentives for the use of corn-based ethanol. Other factors that may affect our future results of operation include those risks discussed below and ~~in “~~~~PART II - Item 1A. Risk Factors~~~~” of this report, and “~~~~PART I - Item 1A. Risk Factors~~~~” of~~ our annual report on Form 10-K for the fiscal year ended October 31, ~~2020.~~2021, which are incorporated herein by reference.

Our operations are highly dependent on commodity prices, especially prices for corn, ethanol, distillers’ grains and natural gas. As a result, our operating results can fluctuate substantially due to volatility in these commodity markets. The price and availability of corn is subject to significant fluctuations depending upon a number of factors that affect commodity prices in general, including crop conditions, yields, domestic and global stocks, weather, federal policy and

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foreign trade. Natural gas prices are influenced by severe weather in the summer and winter and hurricanes in the spring, summer and fall. Other factors include North American exploration and production, and the amount of natural gas in underground storage during injection and withdrawal seasons.

Ethanol prices are sensitive to world crude oil supply and demand, domestic gasoline supply and demand, the price of crude oil, gasoline and corn, the price of substitute fuels and octane enhancers, refining capacity and utilization, government regulation and incentives and consumer demand for alternative fuels. Distillers’ grains prices are impacted by livestock numbers on feed, prices for feed alternatives and supply, which is associated with ethanol plant production.

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Given the inherent volatility in ethanol, distillers’ grains, non-food grade corn oil, grain and natural gas prices, we cannot predict the likelihood that the spread between ethanol, distillers’ grains, non-food grade corn oil, and grain prices in future periods will be consistent compared to historical periods.

Corn Prices

Corn prices increased significantly in fiscal year 2021, due in part to the improved domestic economy as well as increased demand from China and drought in South America’s corn-growing regions. Average corn prices remained above $5.00 per bushel for the three months ended January 31, 2022.

Because the market price of ethanol is not always directly related to corn, at times ethanol prices may lag price movements in corn prices and corn-ethanol price spread may be tightly compressed or negative. If the corn-ethanol spread is compressed or negative for sustained period, it is possible that our operating margins will decline or become negative and our plants may not generate adequate cash flow for operations. In such cases, we may reduce or cease production at our plants to minimize our variable costs and optimize cash flow.

~~Management believes that the ethanol outlook in the fiscal year 2021 will remain relatively consistent with this quarter~~U.S. Ethanol Supply and our margins will remain tight due to higher corn prices and depressed gasoline demand. While the distribution of COVID-19 vaccinations and the increase in business re-openings have improved the overall economic outlook , the negative market effects of the COVID-19 pandemic will likely continue to impact our profitability. Additionally, continued large corn supplies and ethanol production capacity increases could have a negative impact on the market price of ethanol which could adversely impact our profitability. This negative impact could worsen if domestic ethanol inventories remain high or grow, or if U.S. exports of ethanol decline. Further, while ethanol production briefly and significantly declined during the second fiscal quarter of 2020, ethanol production has mostly rebounded and remained steady inDemand

During the three months ended January 31, ~~2021. In addition, management believes that~~2022, domestic ethanol production increased approximately 10% compared to the ~~continued issuance~~same three month period a year earlier, with U.S. ethanol plants producing more than 1 million barrels of ~~waivers of small refiner renewable volume obligations (“RVOs”) by~~fuel ethanol per day on average, according to the U.S. ~~Environmental Protection Agency~~Energy Information Administration (“~~EPA”~~EIA”)~~, as well as uncertainty regarding the Renewable Fuels Standard (“RFS”) reset, could contribute~~.

Ethanol production is projected to ~~the projected negative or low margins.~~

Additionally, while ethanol continues trading at a significant discount to gasoline, which has improved export demand somewhat, the continued issuances of waivers of small refiner RVOs by the EPA has contributed to management’s expectation regarding margins. Prices for renewable identification numbers (“RINs”) for corn-based ethanol increasedincrease slightly in the three months ending January 31, 2021. However, previously issued small refiner waivers and the reductions in Chinese imports continue to have a negative impact on prices RINs, thereby diminishing a blending incentive from the2022. The EIA projects fuel ethanol ~~marketplace.~~

Changes in the price for crude oil and unleaded gasoline could have a negative impact on the demand for gasoline and impact the market price of ethanol, which could adversely impact our profitability. According to the EIA February 2021 Short Term Energy Outlook, EIA estimates that U.S. gasoline consumptionproduction will average ~~8.5 million barrels per day from February to June, compared with an estimated 7.8~~1.03 million barrels per day in ~~January. U.S. regular gasoline retail prices averaged $2.33~~2022, up from approximately 980,000 barrels per ~~gallon~~day produced in ~~January 2021, compared with an~~2021. Further, EIA projects fuel ethanol production will average ~~of $2.20~~1.02 million barrels per ~~gallon~~day in December 2020 and $2.55 per gallon in January 2020. EIA forecasts gasoline prices to average $2.44 per gallon in 2021 and $2.46 per gallon in 2022. In addition, EIA forecasts relatively stable prices for crude oil, projecting Brent crude oil prices to average $56 per barrel in the first quarter of 2021 and $52 per barrel for the remainder of the year. EIA expects lower oil prices later in 2021 as a result of rising oil supply. Significant decreases in the price for crude oil have a negative impact on the demand for ethanol.

2023. Continued ethanol production capacity increases could also have a negative impact on the market price of ethanol, which could ~~be further exacerbated if~~negatively affect our profitability.

Exports of ethanol decreased slightly in our fiscal year 2021, after increasing slightly each of the previous two fiscal years. Export demand for ethanol is less consistent compared to domestic demand which can lead to ethanol ~~inventories~~price volatility. The decrease in ethanol exports is due to various factors, including a decrease in trading with Brazil, which had been one of the two largest importers of U.S. ethanol, due to the expiration of a Brazilian import quota. The USDA projects that U.S. ethanol exports will increase slightly in 2022 due to both volume and price gains due, in part, to increased renewable fuel blending requirements in the United Kingdom, India, and other nations. Any decrease in U.S. ethanol exports could adversely impact the market price of ethanol unless domestic demand increases or additional foreign markets are developed.

U.S. ethanol exports to China increased during the 2021 fiscal year, following the execution of a “phase one” trade agreement with China. The agreement, signed by former President Donald Trump on January 15, 2020, includes a commitment by China to purchase agricultural products, including ethanol, over the course of two years. There is, however, no guarantee that exports of ethanol to China will continue or increase. Additionally, the imposition of tariffs and duties on ethanol imported from the U.S., as well as increased production of ethanol and similar fuels in other countries, can also negatively impact domestic export demand.

Further, reductions renewable fuel blending requirements or waivers of small refiner renewable volume obligations by the U.S. Environmental Protection Agency (“EPA”) may also reduce demand for ethanol and thereby adversely affect our profitability.

Changes in the price for crude oil and unleaded gasoline affect the demand for gasoline and may impact the market price of ethanol. According to the EIA projections published in January 2021, U.S. gasoline consumption is forecast to average 9.1 million barrels per day in 2022, up from 8.8 million barrels per day in 2021. Further, according to EIA’s January projections, regular gasoline retail prices in the U.S. were expected to average $3.06 in 2022, up from $3.00 in 2021. However, more recent events, including the conflict in Ukraine, have contributed to increased volatility in global fuel markets.

Management believes that the ethanol outlook in the fiscal year 2022 will remain ~~high~~relatively consistent with the three months ended January 31, 2022. However, it is possible that increased volatility will occur due to the conflict in Ukraine, the COVID-19 pandemic, inflation, or ~~grow,~~other unforeseen factors.

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Conflict in Ukraine

Russia’s invasion of Ukraine in February 2022 has contributed to significant economic volatility, which could have adverse effects on our business. Since the beginning of the conflict in Ukraine, fuel prices, including retail gasoline, have increased significantly due, in part, to the United States and other nations imposing economic sanctions on Russia, a major producer and exporter of oil and other fuels. It is possible that increased gasoline prices will result in increased demand for alternative fuels, including the ethanol we produce. It is, however, also possible that the Ukrainian conflict will cause increased economic volatility or ifother unforeseen conditions that adversely affect the domestic economy generally and our business specifically.

Further, it is possible that the conflict in Ukraine could result in increased grain prices, including the price of corn we use to produce ethanol. If the Ukrainian conflict causes an increase in corn prices, or other volatility in agriculture markets, it could adversely affect the profitability of our business.

Additionally, while neither Russia nor Ukraine have historically imported U.S. ethanol, it is possible that economic turmoil caused by the Ukrainian conflict could affect the U.S. exports of ethanol, ~~decline. Throughout~~which could affect our business.

COVID-19 Pandemic

After experiencing volatile and adverse conditions for much of the fiscal year 2020 ~~some U.S. ethanol plants temporarily suspended production~~ due to ~~negative margins, largely resulting from~~ the COVID-19 pandemic and ~~stagnant export projections caused by trade barriers and decreased global demand in connection with~~its ramifications, the ~~COVID-19 pandemic.~~

Corn oil prices increased during the three months ending January 31, 2021. One factor in higher corn oil prices is 2019 legislation extending the $1.00 per-gallon biodiesel blender tax credit through December 31, 2022. However, corn oil prices may decrease if biodiesel producers reduce production and/or demand for corn oil is reduced without extension of the biodiesel blenders tax credit.

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~~Impact of COVID-19 on the Company~~

~~Operations~~

~~The~~ Company and the ethanol industry as a whole ~~experienced significant adverse~~benefited from more favorable market conditions ~~throughout 2020,~~during our 2021 fiscal year, as ~~the COVID-19 pandemic greatly reduced~~vehicle travel and ~~thereby reduced~~ demand for transportation fuel, including the ethanol we ~~produce. Reduced demand and high industry inventory levels resulted in record low~~produce, rebounded. The prices we received for a gallon of ethanol ~~prices in~~increased significantly during the ~~second and third fiscal quarters of 2020.~~three months ended January 31, 2022, as compared to the same period the prior year. As a result, we experienced ~~negative~~positive operating margins, ~~significantly lower~~increased cash flow from operations, and ~~substantial~~increased net losses. In response to these adverse market conditions, HLBE idled its ethanol production from on or about March 30, 2020 through approximately May 31, 2020 and GFE temporarily idled its operations from on or about April 3, 2020 through approximately May 18, 2020. Fuel prices generally, and ethanol prices specifically, stabilized inincome during the three months ~~ending~~ended January 31, ~~2021, and management believes there is potential for fuel demand~~2022, compared to increase as more individuals obtain COVID-19 vaccinations and resume traveling. However, it is possible that ongoing pandemic or other factors will cause fuel demand and ethanol prices to remain flat or decrease, thus negatively affecting our business. The Company continues to monitor COVID-19 developments to determine if adjustments to production are warranted.the three months ended January 31, 2021.

~~Employees~~

~~The Company has enacted appropriate safety measures to protect~~During the ~~health and safety~~three months ended January 31, 2022, the outbreak of our employees, customers, partners and suppliers, and we may take further actions as government authorities require or recommend or as we determine to be in the best interests of our employees, customers, partners and suppliers.

~~Supply and Demand~~

~~Although we continue to regularly monitor the financial health of companies in our supply chain, financial hardship on our suppliers caused by~~ the COVID-19 ~~pandemic could cause a disruption~~Omicron variant led to increased COVID-19 infections and hospitalizations and renewed government restrictions in our ability to obtain raw materials or components required to produce our products, adversely affecting our operations, even when operating at reduced production levels. Additionally, restrictions or disruptions of transportation, such as reduced availability of truck, rail or air transport, port closures and increased border controls or closures, may result in higher costs and delays, both with respect to obtaining raw materials and shipping finished products to customers, which could harm our profitability, make our products less competitive, or cause our customers to seek alternative suppliers. Additionally, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The pandemic has caused a global economic slowdown, and it is possible that it could cause a global recession. In the event of a recession,some regions. However, demand for ~~our products would decline further~~transportation fuel, including the ethanol we produce, remained strong during the recent three-month period. Further, the Omicron variant began to subside in early 2022, and ~~our business would be further adversely affected.~~

~~PPP Loans~~

On April 17, 2020, GFE received a loan in the amount of $703,900 through the Paycheck Protection Program. GFE’s PPP loan was forgiven in February 2021. Additionally, on April 18, 2020 HLBE received a loan in the amount of $595,693 through the Paycheck Protection Program. Management expects the HLBE PPP loan will be forgiven in March 2021.

GFE received a second Paycheck Protection Program loan in February 2021 the amount of $703,900. Management expects the entire loan will be used for payroll, utilities and interest; therefore, management anticipates that the loan will be substantially forgiven. To the extent it is not forgiven, the Company would be required to repay that portion at an interest rate of 1% with principal repayment installments beginning in June 2022 with a final installment in February 2026.

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HLBE received a second Paycheck Protection Program loan in February 2021 in the amount of $595,693. Management expects the entire loan will be used for payroll, utilities and interest; therefore, management anticipates that the loan will be substantially forgiven. To the extent it is not forgiven, HLBE would be required to repay that portion at an interest rate of 1% with principal repayment installments beginning in February 2022 with a final installment in February 2026.

~~Outlook~~

~~The adverse conditions created by the~~many local governments have eased COVID-19 ~~pandemic caused the Company to experience negative operating margins, significantly lower cash flow from operations and substantial net losses. Although there is uncertainty~~related restrictions. As restrictions related to the ~~ongoing impact of~~pandemic subside, management expects favorable market conditions for the COVID-19 pandemic on our future results, we believe our current cash reserves, cash generated from our operations, our Paycheck Protection Program loans and the available cash under our revolving loans leave us well-positionedethanol industry to manage our business through this crisis. However, the impacts of the COVID-19 pandemic are broad-reaching, and the financial impacts associated with the COVID-19 pandemic include, but are not limited to, reduced production levels, lower net sales and potential incremental costs associated with mitigating the effects of the pandemic, including storage and logistics costs and other expenses. As a result, although GFE was in compliance with our financial covenants set forth in GFE’s Term Revolving Loan, the impact the COVID-19 pandemic could have an adverse impact on our operating results which could result in our inability to comply with certain of these financial covenants and require our lenders to waive compliance with, or agree to amend, any such covenant to avoid a default.continue.

Additionally, due to the negative financial impacts of the COVID-19 pandemic, HLBE experienced instances of noncompliance with certain loan covenants related to its working capital and net worth ratio, and HLBE is projected to experience additional instances of noncompliance with these loan covenants in the next twelve months. These conditions result in the classification of approximately $11.8 million of debt as current as of at January 31, 2021. HLBE has insufficient cash on hand and additional borrowing capacity, and current forecasts indicate insufficient cash flows from operations, to repay the debt if it were to come due as a result of covenant noncompliance. These factors raise substantial doubt about HLBE’s ability to continue as a going concern. To remain in business, HLBE will need to obtain additional equity or debt financings. There is a risk that CoBank, as the administrative agent for our lender Compeer, may seek to enforce its security interests and take control of HLBE’s assets. If that were to happen, HLBE may be faced with the prospect of either ceasing operations or seeking to reorganize through Chapter 11 bankruptcy proceedings.

~~While the business re-openings and distribution of COVID-19 vaccines have improved the overall economic outlook,~~However, the pandemic is ongoing and ~~its~~various dynamic ~~nature makes~~factors, including the possible outbreak of new coronavirus variants, make it difficult to forecast the long-term effects of the pandemic on our industry as a whole and our Company specifically. ~~New variants~~Further, tangential effects of the ~~virus that causes~~ COVID-19 pandemic, including inflation, supply chain bottlenecks, labor market volatility, and raw material shortages may ~~prolong the pandemic, create additional waves of infections, or impose other unforeseen challenges.~~ continue affect our operations and profitability.

It is possible that even after the pandemic ~~has subsided,~~subsides, there will be permanent changes to ~~social~~business and ~~economic patterns, such as increased use of video-teleconferencing technology and remote working,~~transportation norms that will ~~limit~~reduce demand for ethanol. For example, increased adoption of “work from home” policies or tele-commuting, and the use virtual meetings, may permanently reduce business travel and thereby ~~suppress~~reduce the demand for transportation fuel, including the ethanol we produce.

Despite the economic uncertainty resulting from the COVID-19 pandemic, we intend to continue to focus on strategic initiatives designed to improve on our operational efficiencies, which is critical in order to drive positive results in a low-margin environment.

We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of the COVID-19 pandemic on our financial condition, results of operations or cash flows in the future.

~~Government Supports and Regulation~~

The Renewable Fuels Standard

The ethanol industry is dependent on several economic incentives to produce ethanol, the most significant of which is the federal Renewable Fuels Standard ~~(“RFS”~~(the “RFS”). The RFS is a national program that does not require that any renewable fuels be used in any particular area or state, allowing refiners to use renewable fuel blends in those areas where it is most cost-effective. The RFS has been, and we expect will continue to be, a significant factor impacting ethanol usage. ~~Opponents~~

Under the RFS, the EPA is required to pass an annual rule that establishes the number of gallons of different types of renewable fuels that must be used in the U.S. by refineries, blenders, distributors and importers which is called the renewable volume obligations (“RVOs”). The EPA has the authority to waive the mandates in whole or in part if one of

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two conditions is met: 1) there is inadequate domestic renewable fuel supply, or 2) implementation of the ~~RFS have sought to restrict~~mandate requirement severely harms the economy or ~~eliminate~~environment of a state, region or the ~~standard through various~~

24United States.

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~~litigation and legislative actions. Any adverse ruling on, or legislation affecting, the RFS could have an adverse impact on ethanol prices and our financial performance in the future.~~

The ~~Biden administration has indicated support~~RFS sets the statutory RVO for corn-based ethanol at 15 billion gallons beginning in 2016 and each year thereafter through 2022. Under RFS ~~blending rules and energy policies that could be beneficial to the ethanol industry and our business. Specifically,~~statute, the EPA ~~under the Biden administration has announced it supports the interpretation~~is required to finalize RVOs for a particular compliance year by November 30 of the RFS’s small-refinery provisions made by U.S. Court of Appeals for the Tenth Circuit in a 2020 decision. In the case, Renewable Fuels Association et al. v. EPA, various agriculture and biofuel groups challenged the EPA’s grant of waivers to three specific refineries. The waived gallons were not redistributed to obligated parties, and thus reduced the aggregate RVOs under the RFS. In January 2020, the court struck down the exemptions as improperly issued by the EPA. The court interpreted the RFS statute to require that any exemption granted to a small refinery after 2010 must take the form of an “extension.” The U.S. Supreme Court has agreed to hear the case. In Februarypreceding year.

On December 7, 2021, the EPA announced ~~it supported~~long-delayed blending requirement under the ~~10th Circuit’s interpretation~~RFS. The EPA proposed RVOs of 17.13 billion gallons for 2020, 18.52 billion gallons for 2021, and 20.77 billion gallons for 2022. Ethanol industry advocates have denounced the proposal for significantly cutting the 2020 RVO, which was set in a 2019 final rule. The proposal reduces the 2020 blending requirement from 20.09 billion gallons to 17.13 billion gallons, an approximately 15 percent decrease. For 2021, the EPA proposed to set the RVO for total renewable fuel at 18.52 billion gallons. For 2022, the proposed RVO is 20.77 billion gallons, which the EPA said is the highest level in the history of the RFS ~~reversing the position~~program.

In a separate action also on December 7, 2021, the EPA ~~took under~~proposed an action to deny 65 pending applications for small refinery exemptions. Concurrently, the ~~previous administration. Nonetheless, it is uncertain whether the 10th Circuit’s interpretation will be upheld or whether the Biden administration will continue~~USDA announced $800 million to support ~~energy policies that benefit~~biofuel producers and infrastructure. This includes up to $700 million to provide economic relief to biofuel producers and restore renewable fuel markets affected by the pandemic.

Beyond the federal mandates, there are limited domestic markets for ethanol. Further, opponents of ethanol ~~industry and our business.~~

~~Additional legal actions related~~such as large oil companies will likely continue their efforts to repeal or reduce the RFS through lawsuits or lobbying of Congress. If such efforts are ~~underway. These include lawsuits challenging fuel volume waivers based on “inadequate domestic supply,” challenging~~successful in further reducing or repealing the EPA’s lower threshold for granting small refinery exemptions, seeking broader, forward-looking remedy to account for the collective lost volumes caused by recent small refinery exemptions, alleging that the EPA and U.S. Department of Energy have improperly denied access to public records request by RFA, and challenging the Final 2019 Rule over the EPA’s failure to address small refinery exemptions in the rulemaking. If these legal actions, which general seek to require the EPA to enforce the renewable fuel blending requirements of the RFS, ~~are unsuccessful, there~~a significant decrease in ethanol demand may ~~negative impacts~~result and could have a material adverse effect on ~~the ethanol industry~~our results of operations, cash flows and ~~our~~ financial ~~performance.~~condition, unless additional demand from exports or discretionary E85 blending develops.

~~COVID-19 Legislation~~

In response to the COVID-19 pandemic, Congress passed the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) in March 2020 in an attempt to offset some of the economic damage arising from the COVID-19 pandemic. The CARES Act created and funded multiple programs that have impacted or could impact our industry. The USDA was given additional resources for the Commodity Credit Corporation (CCC), which it is using to provide direct payments to farmers, including corn farmers from whom we purchase most of our feedstock for ethanol production. Similar to the trade aid payments made by the USDA over the past two years, this cash injection for farmers could cause them to delay marketing decisions and increase the price we have to pay to purchase the corn.

The CARES Act also provided for the Small Business Administration to assist companies that constitute small business and keep them from laying off workers. The Paycheck Protection Program (the “PPP”) was created and quickly paid out all of the funds appropriated, including some to farmers and to ethanol plants. Although we received our PPP Loan under the CARES Act, as discussed above, the receipt of PPP funds by farmers could, like the CCC funds, incentivize them to delay marketing corn which could increase the price of corn.

On December 27, 2020, the federal government enacted Consolidated Appropriations Act, 2021, a second COVID-19 relief package. Among other things, the legislation authorized additional PPP loans. In February 2021, GFE received a second Paycheck Protection Program loan in the amount of $703,900 and HLBE received a second Paycheck Protection Program loan in the amount of $595,693. Management expects the entirety of both loans will be used for payroll, utilities and interest; therefore, management anticipates that the loan will be substantially forgiven.

2523

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Results of Operations for the Three Months Ended January 31, ~~2021~~2022 and ~~2020~~2021

The following table shows summary information from the results of our operations and the approximate percentage of revenues, costs of goods sold, operating expenses and other items to total revenues in our unaudited condensed consolidated statements of operations for the three months ended January 31, ~~2021~~2022 and ~~2020~~2021 (amounts in thousands).

Three Months Ended January 31,

2021

2020

(unaudited)

(unaudited)
Statement of Operations Data

Amount

%

Amount

%
Revenues

$
49,398

100.0
%

$
53,356

100.0
%
Cost of Goods Sold

52,788

106.9
%

54,299

101.8
%
Gross Loss

(3,390)

(6.9)
%

(943)

(1.8)
%
Operating Expenses

1,994

4.0
%

1,773

3.3
%
Operating Loss

(5,384)

(10.9)
%

(2,716)

(5.1)
%
Other Income (Expense), net

93

0.2
%

30

0.1
%
Net Loss

5,291

10.7
%

(2,686)

(5.0)
%
Less: Net (Income) Loss Attributable to Non-controlling Interest

2,040

4.1
%

1,185

2.2
%
Net Loss Attributable to Granite Falls Energy, LLC

$
(3,251)

(6.6)
%

$
(1,501)

(2.8)
%


	Three Months Ended January 31,
	2022				2021
	(unaudited)				(unaudited)
Statement of Operations Data	Amount		%		Amount		%
Revenues	$	109,779	100.0	%	$	49,398	100.0	%
Cost of Goods Sold		82,622	75.3	%		52,788	106.9	%
Gross Profit (Loss)		27,157	24.7	%		(3,390)	(6.9)	%
Operating Expenses		2,371	2.2	%		1,994	4.0	%
Operating Income (Loss)		24,786	22.5	%		(5,384)	(10.9)	%
Other Income, net		247	0.2	%		93	0.2	%
Net Income (Loss)		25,032	22.7	%		(5,291)	(10.7)	%
Less: Net Loss Attributable to Non-controlling Interest		—	—	%		2,040	4.1	%
Net Income (Loss) Attributable to Granite Falls Energy, LLC	$	25,032	22.7	%	$	(3,251)	(6.6)	%

Revenues

Our consolidated revenue is derived principally from sales of our three primary products: ethanol, distillers’ grains and corn oil. Revenues from these products represented approximately ~~98.8% and 98.2%~~99.1% of our total revenues for the three months ended January 31, ~~2021~~2022 and ~~2020, respectively.~~approximately 98.8% of our total revenues for the three months ended January 31, 2021. The remaining approximately ~~1.2%~~0.9% and ~~1.8%~~1.2% is attributable to miscellaneous other revenue for the three months ended January 31, ~~2021~~2022 and ~~2020,~~2021, respectively, and is made up of incidental sales of corn syrup at HLBE’s plant and revenues from natural gas pipeline operations at Agrinatural, net of intercompany eliminations for distribution fees paid by HLBE to Agrinatural for natural gas transportation services.

The following table shows the sources of our consolidated revenue and the approximate percentage of revenues from those sources to total revenues in our condensed consolidated unaudited statements of operations for the three months ended January 31, 2022:


	Three Months Ended January 31, 2022
	Sales Revenue		% of Total Revenues
Revenue Sources	(in thousands)
Ethanol sales	$	88,267	80.4	%
Distillers' grains sales		14,783	13.5	%
Corn oil sales		5,656	5.2	%
Miscellaneous other		1,073	0.9	%
Total Revenues	$	109,779	100.0	%


	Three Months Ended January 31, 2021
	Sales Revenue		% of Total Revenues
Revenue Sources	(in thousands)
Ethanol sales	$	36,138	73.2	%
Distillers' grains sales		9,777	19.8	%
Corn oil sales		2,850	5.8	%
Miscellaneous other		633	1.2	%
Total Revenues	$	49,398	100.0	%

Three Months Ended January 31, 2021


Sales Revenue

% of Total Revenues
Revenue Sources

(in thousands)

Ethanol sales

$
36,138

73.2
%
Distillers' grains sales

9,777

19.8
%
Corn oil sales

2,850

5.8
%
Miscellaneous other

633

1.2
%
Total Revenues

$
49,398

100.0
%

~~The following table shows the sources~~

Table of ~~our~~Contents

Our total consolidated ~~revenue and the approximate percentage of~~ revenues ~~from those sources to total revenues in our condensed consolidated unaudited statements of operations~~increased by approximately 122.2% for the three months ended January 31, ~~2021:~~

Three Months Ended January 31, 2020


Sales Revenue

% of Total Revenues
Revenue Sources

(in thousands)

Ethanol sales

$
40,852

76.6
%
Distillers' grains sales

9,631

18.1
%
Corn oil sales

1,888

3.5
%
Miscellaneous other

985

1.8
%
Total Revenues

$
53,356

100.0
%

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~~Our total consolidated revenues decreased by approximately 7.4% for the three months ended January 31, 2021,~~2022, as compared to the three months ended January 31, ~~2020.~~2021. This ~~decrease~~increase in revenue was ~~primarily~~ due to ~~an 11.5%~~increases in the average price received for our three primary products, coupled with increases in the quantities sold of ethanol and corn oil, which were partially offset by a slight decrease in the ~~number~~quantity sold of ~~gallons~~distillers’ grains. In the three months ended January 31, 2022, the quantities of ethanol ~~sold.~~and corn oil we sold increased approximately 24.7% and 6.7% respectively, while the quantity sold of distillers’ grain decreased approximately 1.3%, and the average net price we received for ethanol, distillers’ grains, and corn oil increased approximately 95.5%, 53.6%, and 84.4% respectively, compared to the three months ended January 31, 2021. The following table reflects quantities of our three primary products sold and the average net prices received for the three months ended January 31, ~~2021~~2022 and ~~2020:~~2021:


	Three Months Ended January 31, 2022			Three Months Ended January 31, 2021
	Quantity Sold	Avg. Net Price		Quantity Sold	Avg. Net Price
Product	(in thousands)			(in thousands)
Ethanol (gallons)	34,211	$	2.58	27,436	$	1.32
Distillers' grains (tons)	74	$	199.21	75	$	129.71
Corn oil (pounds)	9,613	$	0.59	9,011	$	0.32

Three Months Ended January 31, 2021

Three Months Ended January 31, 2020

Quantity Sold

Avg. Net Price

Quantity Sold

Avg. Net Price
Product

(in thousands)

(in thousands)

Ethanol (gallons)

27,436

$
1.32

32,227

$
1.32
Distillers' grains (tons)

75

$
130.10

75

$
120.41
Corn oil (pounds)

9,011

$
0.32

8,337

$
0.25

Ethanol

Total revenues from sales of ethanol ~~decreased~~increased by approximately ~~11.5%~~144.2% for the three months ended January 31, ~~2021~~2022 compared to the same period a year earlier due to an approximately ~~11.5% decrease~~24.7% increase in ~~aggregate~~the number of gallons of ethanol sold and an approximately 95.5% increase in the price received for ethanol. The increase in volume sold ~~caused, in part, by~~was attributable to increased production ~~declines caused in part by~~at both plants during the ~~boiler replacement at HLBE.~~

~~From time to time, we engage in hedging activities with respect to our ethanol sales. At~~three months ended January 31, 2022, compared to the same period in 2021, ~~GFE had fixed~~during part of which the HLBE plant was idled for the replacement of its boiler. The increase in the price of ethanol was due primarily to the rebound in the overall economy and ~~basis contracts~~the increase in demand for ~~forward ethanol sales for various delivery periods through March 31, 2021 valued at approximately $14.6 million. At~~transportation fuel as compared to the three month period ended January 31, ~~2021 HLBE had forward ethanol sales contracts valued at approximately $14.7 million for various periods through March~~ 2021. ~~Separately,~~

Our ethanol derivative instruments resulted in a gain of approximately $39,000 and $114,000 ~~for~~during the three months ended January 31, ~~2021; in comparison, they resulted in a loss of approximately $210,000 for the three months ended~~2022 and 2021, respectively.

At January 31, ~~2020.~~2022, the Company had fixed and basis contracts to sell approximately $40,094,000 of ethanol for various delivery periods through March 2022, which approximates 95% of its anticipated ethanol sales for this that period.

Distillers' Grains

Total revenues from sales of distillers’ grains increased by approximately ~~1.5%~~51.2% for the three months ended January 31, ~~2021,~~2022, compared to the same period a year earlier, due ~~primarily~~ to an approximately 53.6% increase in the average price received per ton of distillers’ grain sold, which was partially offset by an approximately 1.3% decrease in the quantities sold. The increase in the price received was due to the improvement of the overall economy and an increase in ~~tons sold of approximately 5.7%.~~ demand for livestock feed.

At January 31, ~~2021, GFE~~2022, The Company had forward contracts to sell approximately ~~$3,063,000~~$4,708,000 of distillers’ grain for deliveries through March ~~2021. At January 31, 2021, HLBE had forward contracts to sell approximately $5,473,000~~2022, which approximates 60% of its anticipated distillers’ ~~grains for delivery through September 2021.~~grain sales during that period.

Corn Oil

Total revenues from sales of corn oil increased by approximately ~~51.0%~~98.5% for the three months ended January 31, ~~2021~~2022 compared to the same period a year earlier due primarily to an approximately ~~40%~~84.4% increase in the average price per pound we received for our corn oil from period to period coupled with an approximately ~~7.6%~~6.7% increase in pounds sold from period to period. The increase in pounds of corn oil sold was primarily attributable to an increase in production. The increase in the price received for corn oil was primarily attributable to increased demand for biodiesel.

Although management believes that corn oil prices will remain relatively steady, prices may decrease if there is an oversupply of corn oil production resulting from increased production rates at ethanol plants or if biodiesel producers begin to utilize lower-priced alternatives such as soybean oil or if the biodiesel blenders’ tax credit is not renewed and biodiesel production declines.

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At January 31, ~~2021, GFE~~2022, the Company had forward contracts to sell approximately ~~$637,000~~$2,439,000 of corn oil for delivery through February ~~2021. At January 31, 2021, HLBE had forward contracts to sell approximately $435,000~~2022, which approximates 70% of its anticipated corn oil sales for ~~delivery through February 2021.~~that period.

Cost of Goods Sold

Our cost of goods sold ~~decreased~~increased by approximately ~~2.8%~~56.5% for the three months ended January 31, ~~2021,~~2022, as compared to the three months ended January 31, ~~2020 However, as~~2021. The increase in costs of goods sold was primarily attributable to an increase corn costs, due to the increase the average net price we paid per bushel of corn, coupled with an increase in production, which was primarily attributable the installation of a ~~percentage of revenues, our~~new boiler at the HLBE plant. Our cost of goods sold ~~increased to~~totaled approximately ~~106.9%~~75.3% of our revenue for the three months ended January 31, ~~2021, as compared to approximately 101.8%~~2022, which was a decrease from 106.9% for the same period a year earlier. Approximately 90% of our total costs of goods sold is attributable to our ethanol

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production. ~~The~~Thus, the cost of goods sold per gallon of ethanol sold for the three months ended January 31, ~~2021,~~2022 and ~~2020~~2021 was approximately ~~$1.73~~$2.17 and ~~$1.58~~$1.73 per gallon, respectively.

The following table shows the costs of corn and natural gas (our two largest single components of costs of goods sold), as well as all other components of cost of goods sold, which includes processing ingredients, electricity, and wages, salaries and benefits of production personnel, and the approximate percentage of costs of those components to total costs of goods sold in our unaudited condensed consolidated statements of operations for the three months ended January 31, ~~2021:~~2022:


	Three Months Ended January 31, 2022
	Cost		% of Cost of Goods Sold
	(in thousands)
Corn costs	$	64,870	78.5	%
Natural gas costs		5,993	7.3	%
All other components of costs of goods sold		11,759	14.2	%
Total Cost of Goods Sold	$	82,622	100.0	%

Three Months Ended January 31, 2021

Cost

% of Cost of Goods Sold


(in thousands)


Corn costs

$
45,193

85.6
%
Natural gas costs

3,163

6.0
%
All other components of costs of goods sold

4,432

8.4
%
Total Cost of Goods Sold

$
52,788

100.0
%

The following table shows the costs of corn, natural gas and all other components of cost of goods sold and the approximate percentage of costs of those components to total costs of goods sold in our unaudited condensed consolidated statements of operations for the three months ended January 31, ~~2020:~~2021:


	Three Months Ended January 31, 2020				Three Months Ended January 31, 2021
	Cost		% of Cost of Goods Sold		Cost		% of Cost of Goods Sold
	(in thousands)				(in thousands)
Corn costs	$	41,974	77.3	%	$	45,193	85.6	%
Natural gas costs		3,442	6.3	%		3,163	6.0	%
All other components of costs of goods sold		8,883	16.4	%		4,432	8.4	%
Total Cost of Goods Sold	$	54,299	100.0	%	$	52,788	100.0	%

Corn

Our aggregate cost of corn was approximately ~~7.6%~~43.5% more for the three months ended January 31, ~~2021~~2022 compared to the same period of a year earlier due to an approximately ~~17.0%~~28.8% increase in the average price per bushel paid for corn, ~~partially offset by~~coupled with an approximately ~~8.0% decrease~~11.4% increase in the number of bushels processed from period to period. The corn-ethanol price spread (the difference between the price per gallon of ethanol and the price per bushel of grain divided by 2.8) for the three months ended January 31, ~~2021~~2022 was approximately ~~$0.23 lower than~~$0.53, which was an improvement of approximately $0.80 from the ~~corn-ethanol price spread we experienced for~~ same period ~~ended January 31, 2020.~~a year earlier.

~~From time to time we enter into forward purchase contracts for our commodity purchases and sales.~~ At January 31, ~~2021, GFE~~2022, The Company had cash and basis contracts for forward corn purchase commitments for approximately ~~5.0 million~~9,012,000 bushels for deliveries through ~~December 2022. At January 31, 2021, HLBE had cash and basis contracts for forward corn purchase commitments for approximately 4.4 million bushels for deliveries through July 2022.~~October 2023.

Our corn derivative positions resulted in a loss of approximately $1.6 million for the three months ended January 31, 2022, and a loss of approximately $5.9 million for the three months ended January 31, ~~2021, and a loss of approximately $160,000 for the three months ended January 31, 2020.~~2021. We recognize the gains or losses that result from the changes in the value of our derivative instruments from corn in cost of goods sold as the changes occur. As corn prices fluctuate, the value of our derivative instruments is impacted, which affects our financial

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performance. We anticipate continued volatility in our cost of goods sold due to the timing of the changes in value of the derivative instruments relative to the cost and use of the commodity being hedged.

Natural Gas

Our cost of goods sold related to natural gas costs ~~decreased~~increased approximately ~~8.1%~~89.5% for the three months ended January 31, ~~2021,~~2022, as compared to the three months ended January 31, ~~2020. Management attributes this decrease in cost of~~2021, which was primarily attributable to increased prices for natural gas ~~from period~~caused by increased global demand and limited production and inventory, coupled with an increase in natural gas usage due to ~~period to less ethanol production.~~increased production at our plants.

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Other Components of Costs of Goods Sold

Our costs of goods sold related to all other components ~~decreased~~increased approximately ~~50.1%~~165.3% for the three months ended January 31, ~~2021,~~2022, compared to the same period ending January 31, ~~2020 due primarily~~2021. Management attributes the increase to ~~a drecrease in production.~~increased production and increased production-related wages during the three month period ended January 31, 2022. Production and production-related wages were greater during the recent period because production was temporarily stopped at the HLBE plant during the three months ended January 31, 2021 to allow for the replacement of the plant’s boiler.

Operating Expenses

Operating expenses include wages, salaries, and benefits of administrative employees at the plant, insurance, professional fees, property taxes, and similar costs. Our operating expenses increased by approximately ~~12.4%~~18.9% for the three months ended January 31, ~~2021, compared to the same period ended 2020 due primarily to timing of payments related to administrative expenses, including professional fees, trade association dues, and consulting fees.~~

~~Operating Income (Loss)~~

~~Our operating loss for the three months ended January 31, 2021, increased approximately $2.7 million~~2022, compared to the same period ended January 31, ~~2020.~~2021, due primarily to increased wages, salaries, and professional fees. The increase in professional fees was partially due to legal, accounting, and other fees related to GFE’s merger with HLBE.

Operating Income (Loss)

We recorded operating income of approximately $24.8 million in the three months ended January 31, 2022, an increase of approximately $30.2 million from the same period ended January 31, 2021, when we recorded an operating loss of approximately $5.4 million. This increase ~~resulted from negative~~in operating ~~margins during~~income was attributable to an increase in production and an increase in the ~~three-month period ending January 31, 2021.~~price received for our three principal products.

Other Income, ~~(Expense),~~ Net

We had net other income of approximately ~~$93,000~~$247,000 and ~~net other income of~~ approximately ~~$30,000~~$93,000 for the three months ended January 31, ~~2021,~~2022, and ~~2020,~~2021, respectively. This increase in net other income ~~resulted~~was primarily ~~from~~attributable to an increase in ~~patronage~~investment income, which was partially offset by an increase in ~~the three-month period ended January 31, 2021.~~interest expense.

Changes in Financial Condition at January 31, ~~2021~~2022 and October 31, ~~2020~~2021

The following table highlights our financial condition at January 31, ~~2021~~2022 and October 31, ~~2020~~2021 (amounts in thousands):


	January 31, 2021		October 31, 2020		January 31, 2022		October 31, 2021
Current Assets	$	31,925	$	31,715	$	72,374	$	64,814
Total Assets	$	114,512	$	116,198	$	148,538	$	145,137
Current Liabilities	$	30,799	$	31,252	$	21,109	$	30,024
Long-Term Debt, less current portion	$	10,821	$	5,876	$	25,929	$	27,621
Operating lease, long-term liabilities	$	14,858	$	15,755	$	11,162	$	12,102
Other Long-Term Liabilities	$	1,433	$	1,422	$	1,479	$	1,468
Members' Equity attributable to Granite Falls Energy, LLC	$	48,861	$	52,112	$	88,860	$	73,922
Non-controlling Interest	$	7,740	$	9,780

~~The decrease in~~Our total assets increased approximately 2.3% during the three months ended January 31, 2022. The increase was ~~due primarily~~attributable to ~~a decrease~~increases in ~~long-term~~ cash and cash equivalents, restricted cash, inventory, and prepaid expenses and other current

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assets, ~~related to depreciation expense~~which were partially offset by decreases in accounts receivable, commodity derivative instruments, property and ~~a decrease in the~~equipment, investments, and operating lease right of use asset. ~~The decrease in cash was due primarily to increased net loss in the three months ending January 31, 2021.~~

Our current liabilities decreased approximately ~~$453,000~~$8.9 million, or 29.7%, at January 31, ~~2021~~2022, compared to October 31, ~~2020,~~2021, due primarily to ~~a decrease~~decreases in accounts payable, ~~of approximately $4.2 million due to the timing of payments to vendors,~~which was partially offset by ~~an increase~~increases in commodity derivative instruments and current maturities of long-term ~~debt of approximately $1.7 million and increase in checks drawn in excess of bank balances of approximately $1.4 million.~~debt.

Our long-term debt, ~~increased~~less current portion, decreased approximately ~~$4.9~~$1.7 million, or about 6.1%, at January 31, ~~2021,~~2022, compared to October 31, ~~2020,~~2021, due ~~primarily~~ to ~~both GFE drawing~~repayments on ~~its revolving term loans during the three-month period ended January 31, 2021.~~long-term debt.

Members’ equity attributable to Granite Falls Energy, LLC at January 31, ~~2021,~~2022, compared to October 31, ~~2020 decreased~~2021 increased by approximately ~~$3.3 million.~~$15.0 million, or approximately 20.2%. The ~~decrease~~increase was ~~related~~ primarily attributable to ~~our approximately $3.3 million~~ net ~~loss~~income attributable to GFE ~~during~~for the three months ended January 31, ~~2021.~~

292022, less distributions of approximately $10 million.

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Non-controlling interest totaled approximately $7.4 million and $9.8 million at January 31, 2021, and October 31, 2020, respectively. This decrease is a result of increased net loss attributable to non-controlling interest in the 2021 period.

Liquidity and Capital Resources

Our principal sources of liquidity consist of cash provided by operations, cash on hand, and available borrowings under our credit ~~facilities. Future instances~~facility with AgCountry. Our principal uses of ~~noncompliance with loan covenants may cause acceleration~~cash are to purchase raw materials necessary to operate the ethanol plants, capital expenditures to maintain and upgrade our plants, to make debt service payments, and to make distribution payments to our members.

We do not currently anticipate any significant purchases of property and equipment that would require us to secure additional capital in the ~~outstanding principal balances~~next twelve months. For our 2022 fiscal year, we anticipate completion of several small capital projects to maintain current plant infrastructure and improve operating efficiency. We expect to have sufficient cash generated by continuing operations and availability on ~~the revolving term loan and/or the imposition of fees, charges or penalties. Should we experience~~our credit facilities and other loans to fund our operations and complete our capital expenditures during our 2022 fiscal year. However, should unfavorable operating conditions occur in the ~~future,~~ethanol industry that prevent us from profitably operating our plants, we may ~~have~~need to ~~secure~~seek additional debt or equity ~~sources for working capital~~funding or ~~other purposes, or we may be required to~~ idle ethanol production.

~~Additionally, due~~Management continues to ~~recurring operating~~evaluate conditions in the ethanol industry and explore opportunities to improve the efficiency and profitability of our operations which may require additional capital to supplement cash flow losses related to difficult market conditions and operating performance, HLBE has experienced instances of noncompliance with certain debt covenants. HLBE has obtained waivers for these instances of noncompliance. However, it is probable HLBE will incur future instances of noncompliance within the next 12 months and there is no guarantee HLBE’s lender will grant future waivers. As a result, approximately $11.8 million of long-term debt has been reclassified as current maturities. HLBE has insufficient cash on hand and additional borrowing capacity, and current forecasts indicate insufficient cash flowsgenerated from operations to repay the debt if it were to come due as a result of covenant noncompliance. These factors raise substantial doubt about HLBE’s ability to continue as a going concern. To remain in business, HLBE will need to obtain additional equity or debt financings. There is a risk that CoBank, as the administrative agent forand our lender Compeer, may seek to enforce its security interests and take control of HLBE’s assets. If that were to happen, HLBE may be faced with the prospect of either ceasing operations or seeking to reorganize through Chapter 11 bankruptcy proceedings.current debt.

Cash Flows

The following table shows our cash flows for the three months ended January 31, ~~2021~~2022 and ~~2020~~2021 (amounts in thousands):

2021

2020

Net cash used in operating activities

$
(12,446)

$
(3,423)

Net cash used in investing activities

$
(2,185)

$
(208)

Net cash provided by (used in) financing activities

$
8,070

$
(1,474)

Net decrease in cash and restricted cash

$
(6,561)

$
(5,105)


	2022		2021
	(unaudited)		(unaudited)
Net cash provided by (used in) operating activities	$	18,170	$	(12,446)
Net cash provided by (used in) investing activities	$	2,539	$	(2,185)
Net cash provided by (used in) financing activities	$	(10,662)	$	8,070
Net increase (decrease) in cash and restricted cash	$	10,047	$	(6,561)

Operating Cash Flows

During the three months ended January 31, ~~2021,~~2022, we ~~used~~generated approximately ~~$9.0~~$30.6 million more cash infrom operating activities compared to the same period ending January 31, ~~2020,~~2021, due primarily to increases in ~~part to greater~~ net ~~loss in the 2021 period. Additionally, changes in various working capital components, including the value of commodity derivative instruments~~income and ~~inventory, contributed to the additional cash used during the 2021 period.~~accounts receivable generated from operating activities.

Investing Cash Flows

Cash ~~used in~~provided by investing activities was approximately ~~$2.0~~$4.7 million more for the three months ended January 31, ~~2021,~~2022, compared to the same period a year earlier, due primarily to ~~an increase~~the redemption of the Harvestone units, which was recorded in November 2021. Additionally, our cash provided by investing activities was less during the prior period

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because we incurred capital expenditures related primarily to the replacement of HLBE’s boiler during the ~~2021 period.~~three months ended January 31, 2021.

Financing Cash Flows

During the three months ended January 31, ~~2021, our financing activities provided us with~~2022, we experienced a decrease of approximately ~~$9.5~~$18.7 million in cash ~~more than during~~provided by financing activities, compared to the three month period ended January 31, ~~2020. We borrowed approximately $6.7 million~~2021, which was attributable primarily to an increase in cash used for member distributions and a decrease in cash provided by proceeds from long-term ~~debt, net~~debt.

Indebtedness

On September 27, 2021, GFE finalized loan documents for an amended credit facility (the “2021 Credit Facility”) with AgCountry. CoBank serves as AgCountry’s administrative agent for the 2021 Credit Facility. We entered into the 2021 Credit Facility to finance the acquisition of ~~repayments during~~HLBE’s non-controlling interest and consolidate certain debts of GFE and HLBE. The loan documents include an Amended and Restated Credit Agreement (the “Credit Agreement”), which amends and replaces the ~~three months ended~~Company’s credit agreement with AgCountry dated September 27, 2018.

As of January 31, ~~2021, while we made net payments of approximately $198,000 on our long-term debt net of borrowing during the same period a year earlier.~~

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~~Indebtedness~~

2022, GFE ~~has~~had indebtedness consisting of the following loans and agreements: the Credit Agreement, a ~~Revolving Term Loan,~~$20 million revolving credit promissory note, a ~~Single Advance Term Note,~~$20 million amended and restated revolving term promissory note, a $25 million single advance term promissory note, a $2.4 million single advance term promissory note, and the Project Hawkeye Loan, and an SBA Paycheck Protection Program Loan. HLBE has indebtedness consisting of the following loans and agreements a Revolving Term Loan, a Single Advance Term Loan, a Short Term Revolving Promissory Note, an SBA Paycheck Protection Program Loan, and certain water treatment agreements. Please refer tocredit facility.

Additional information regarding our credit arrangements is available in ~~PART I~~Part 1. Financial Information - Item ~~1 -~~1. Financial Statements - Note ~~7 - Debt Facilities~~7. DEBT FACILITIES ~~for additional details.~~, which is incorporated herein by reference.

Critical Accounting Policies and 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. We believe that of our significant accounting policies summarized in Note 1 to our condensed consolidated unaudited financial statements included with this Form 10-Q.

At January 31, ~~2021,~~2022, our critical accounting estimates continue to include those described in our annual report on Form 10-K for the fiscal year ended October 31, ~~2020.~~2021. Management has not changed the method of calculating and using estimates and assumptions in preparing our condensed consolidated unaudited financial statements in accordance with generally accepted accounting principles in the United States of America.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market

Not Applicable.

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.

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Effectiveness of Disclosure Controls and Procedures

~~Our management, including~~As of January 31, 2022, our Chief Executive Officer and ~~General Manager (the principal executive officer), Steve Christensen, along with our~~ Chief Financial Officer ~~(the principal financial officer), Stacie Schuler, have reviewed and evaluated~~carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of ~~January 31, 2021.~~1934. Based ~~upon this review~~on that evaluation, our Chief Executive Officer and ~~evaluation, these officers have~~Chief Financial Officer concluded ~~that~~ our disclosure controls and procedures ~~are~~were not effective because of the identification of a material weakness in our internal control over financial reporting which was initially identified during the year ended October 31, 2021. Remediation efforts have already been implemented which primarily consists of new policies and procedures to ~~ensure that information required~~assist management to better understand contractual terms with suppliers and vendors, including an assessment of any potential accounting implications. We will consider this material weakness to be ~~disclosed in~~fully remediated once the ~~reports~~applicable controls operate for a sufficient period of time and our management has concluded, through testing, that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission; and to ensure that the information requiredthese controls are operating effectively, which management expects to be ~~disclosed by an issuer in~~completed during the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.second quarter of fiscal 2022.

Changes in Internal Control over Financial Reporting

~~There~~Except as noted above, there were no changes in our internal ~~controls~~control over financial reporting that occurred during ~~our most recently completed reporting period~~the three months ended January 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time in the ordinary course of business, Granite Falls Energy, LLC, ~~and~~ Heron Lake BioEnergy, LLC, and Agrinatural Gas, LLC, may be named as a defendant in legal proceedings related to various issues, including workers’ compensation claims, tort claims, or contractual disputes. We are not currently involved in any material legal proceedings.

Item 1A. Risk Factors

Not applicable.

The risk factors below should be read in conjunction with the risk factors previously discussed in Item 1A of our Form 10-K for the fiscal year ended October 31, 2020. Additional risks and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition and/or results of operations.

Our CEO and General Manager intends to retire before the end of 2021, and as a result our Company may face challenges that arise from a transition in leadership, which may adversely affect our business.

Our CEO and general manager Steve Christensen intends to retire at or before the end of 2021 and has executed a separation agreement with GFE. As a result, GFE will be required to hire a new CEO in 2021. With Christensen’s departure, the Company will lose significant experience and institutional knowledge, which may adversely affect our business.

~~The election of President Joe Biden and the transition to a new presidential administration may result in new or different regulations and policies that may adversely affect our business.~~

Joe Biden was elected president in November 2020, defeating President Donald Trump. As of January 31, 2021, Democrats controlled the presidency and held narrow majorities in the U.S. Senate and House of Representatives. The transition to a new presidential administration creates unknowns that may adversely affect the economy as a whole and our industry and business specifically. Single-party control of the federal government may result in new or altered regulations and policies, including those related to agriculture, the environment, energy, transportation, and labor. Under the new administration, the future of policies specifically applicable to our industry and business, including the RFS and small refinery RVOs, also remain unclear. These factors and other political shifts may negatively affect our business.

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.~~Unit Reclassification Proposal

On March 8, 2022, the Board of Governors of the Company announced its intent to engage in a reclassification and reorganization of the Company’s membership units. The purpose of the reclassification and reorganization is to enable the Company to voluntarily terminate the registration of its units under the Exchange Act.

The Company is conducting a survey of its members regarding each member’s status as an “accredited investor,” as defined by Rule 501 of Regulation D of the Securities Act of 1933. The Company intends to structure the reclassification to result in two unit classes. However, depending on the results of the accredited investor survey, it is possible the Company will structure the reclassification to result in three unit classes.

3230

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The reclassification proposal, including any associated amendments to the Company’s operating and member control agreement, will be subject to approval by the members. We intend for members to vote on the reclassification proposal at the company’s 2022 annual meeting. The Company intends for the reclassification proposal to result in the Company having fewer than 300 unitholders in its existing unit class and fewer than 500 unitholders who are not accredited investors in each additional unit class, which would enable the Company to voluntarily terminate the registration of its units under the Exchange Act.

Members will receive a detailed description of the reclassification and reorganization proposal in a proxy statement delivered prior to the annual meeting. The Company expects to hold the annual meeting in May or June of 2022. Additional information regarding the annual meeting is provided below.Additional information regarding the reclassification and reorganization proposal is available in the Form 8-K filed by the Company on March 8, 2022, which is incorporated herein by reference.

Annual Meeting Date and Member Proposals

We currently intend to hold our 2022 annual meeting in May or June of 2022. The specific date, time, and location of the annual meeting will be disclosed in a proxy statement delivered to members prior to the meeting.

The Company typically holds its annual meeting in March and held the 2021 annual meeting on March 25, 2021. The Company has decided to delay the 2022 annual meeting to allow the unit reclassification and reorganization proposal discussed above to be developed and included in the annual meeting agenda.

Because the 2022 annual meeting will be held more than 30 days after the date of the 2021 annual meeting, the Company is required to provide amended deadlines for submitting proposals for the annual meeting. We have determined that members must submit proposals related to the 2022 annual meeting of members to the Company by April 1, 2022. To be considered by us for inclusion in the proxy material for the 2022 annual meeting, a member proposal must be received by the Secretary of the Company at our principal office, 15045 Highway 23 S.E., Granite Falls, MN 56241-0216 by April 1, 2022.

The submission of a proposal does not guarantee its inclusion in the proxy statement or presentation at the annual meeting unless certain securities laws requirements are met. Proposals submitted for presentation at the annual meeting will be considered untimely if received after April 1, 2022, and will not be included on the agenda or in the proxy statement for the 2022 annual meeting. We suggest that any proposal be submitted by certified mail - return receipt requested.

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Item 6. Exhibits.

(a)

The following exhibits are included in this report.


Exhibit No.			Exhibit

~~10.1~~			Negotiable Promissory Note dated December 1, 2020 between Heron Lake BioEnergy, LLC, as Borrower and Granite Falls Energy, LLC, as Lender.*

31.1			Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a)**

31.2			Certification of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a)**

32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350**

32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350**
99.1			Letter to members of Granite Falls Energy, LLC, regarding unit reclassification proposal, dated March 8, 2022*
101			The following financial information from Granite Falls Ethanol, LLC's Quarterly Report on Form 10-Q for the three months ended January 31, ~~2021,~~2022, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets at January 31, ~~2021~~2022 and October 31, ~~2020;~~2021; (ii) the Condensed Consolidated Statements of Operations for the three months ended January 31, ~~2021~~2022 and ~~2020;~~2021; (iii) the Condensed Consolidated Statements of Changes in Members’ Equity for the three months ended January 31, ~~2021~~2022 and ~~2020;~~2021; (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended January 31, ~~2021~~2022 and 2021; and (iv) Notes to Condensed Consolidated Unaudited Financial Statements.**
104			Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).**

* Incorporated by reference to the Company’s Form 8-K filed with the SEC March 8, 2022.

** Filed 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.


		GRANITE FALLS ENERGY, LLC

Date: March 17, ~~2021~~2022		/s/ ~~Steve Christensen~~Jeffrey Oestmann
		~~Steve Christensen~~Jeffrey Oestmann
		Chief Executive Officer

		/s/ Stacie Schuler
Date: March 17, ~~2021~~2022		Stacie Schuler
		Chief Financial Officer

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	Page Number
PART I. FINANCIAL INFORMATION	3

Item 1. Financial Statements	3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	1918

Item 3. Quantitative and Qualitative Disclosures about Market Risk	3129

Item 4. Controls and Procedures	3129

PART II. OTHER INFORMATION	3230

Item 1. Legal Proceedings	3230

Item 1A. Risk Factors	3230

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3230

Item 3. Defaults Upon Senior Securities	3230

Item 4. Mine Safety Disclosures	3230

Item 5. Other Information	3230

Item 6. Exhibits	3332

SIGNATURES	3432


	Three Months Ended
	January 31, 2021		January 31, 2020
	(Unaudited)		(Unaudited)

Revenues	$	49,398,386	$	53,356,326

Cost of Goods Sold		52,788,296		54,298,819

Gross Loss		(3,389,910)		(942,493)

Operating Expenses		1,994,237		1,773,688

Operating Loss		(5,384,147)		(2,716,181)

Other Income (Expense)
Other (expense), net		143,457		(54)
Interest income		1,311		35,478
Interest expense		(166,455)		(103,998)
Investment income		114,455		98,685
Total other income, net		92,768		30,111

Net Loss	$	(5,291,379)	$	(2,686,070)

Less: Net Loss Attributable to Non-controlling Interest	$	2,040,525	$	1,185,371

Net Loss Attributable to Granite Falls Energy, LLC	$	(3,250,854)	$	(1,500,699)

Weighted Average Units Outstanding - Basic and Diluted		30,606		30,606

Amounts attributable to Granite Falls Energy, LLC:

Net Loss Per Unit - Basic and Diluted	$	(106.22)	$	(49.03)


	Members' Equity
	attributable to		Non-controlling		Total
	Granite Falls Energy, LLC		Interest		Members' Equity
Balance - October 31, 2020	$	52,111,525	$	9,780,302		61,891,827

Distribution		—		—		—
Net loss attributable to non-controlling interest		—		(2,040,525)		(2,040,525)
Net loss attributable to Granite Falls Energy, LLC		(3,250,854)		—		(3,250,854)

Balance - January 31, 2021	$	48,860,671	$	7,739,777		56,600,448


Balance - October 31, 2019	$	65,468,635		19,215,914		84,684,549

Acquitition of non-controlling interest		(78,817)		(2,146,183)		(2,225,000)
Distribution		—		—		—
Net loss attributable to non-controlling interest		—		(1,185,371)		(1,185,371)
Net loss attributable to Granite Falls Energy, LLC		(1,500,699)		—		(1,500,699)

Balance - January 31, 2020	$	63,889,119	$	15,884,360		79,773,475


2022	$	14,685,873
2023		1,456,160
2024		1,071,429
2025		6,507,630
2026		1,071,429
Thereafter		714,285
Total debt	$	25,506,806


	2021		2020
Net cash used in operating activities	$	(12,446)	$	(3,423)
Net cash used in investing activities	$	(2,185)	$	(208)
Net cash provided by (used in) financing activities	$	8,070	$	(1,474)
Net decrease in cash and restricted cash	$	(6,561)	$	(5,105)