UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
| | |
þ | | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the fiscal quarter ended June 30, 2006
OR
| | |
o | | Transition report under Section 13 or 15(d) of the Exchange Act. |
For the transition period from to .
COMMISSION FILE NUMBER 333-123473
SIOUXLAND ETHANOL, LLC
(Exact name of small business issuer as specified in its charter)
| | |
Nebraska | | 22-3902184 |
(State or other jurisdiction of | | (I.R.S. Employer Identification No.) |
incorporation or organization) | | |
110 East Elk Street, Jackson, Nebraska 68743
(Address of principal executive offices)
(402) 632-2676
(Issuer’s telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.þ Yeso No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).o Yesþ No
State the number of shares outstanding for each of the issuer’s classes of common equity as of the latest practicable date: As of August 11, 2006 the company had 3,787 membership units outstanding.
Transitional Small Business Disclosure Format (Check one):o Yesþ No
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
SIOUXLAND ETHANOL, LLC
(A Development Stage Company)
Condensed Balance Sheet
| | | | |
| | June 30, | |
| | 2006 | |
| | (Unaudited) | |
ASSETS | | | | |
Current Assets | | | | |
Cash and equivalents | | $ | 10,206,633 | |
Other interest receivable | | | 51,018 | |
Prepaid and other | | | 459 | |
| | | |
Total current assets | | | 10,258,110 | |
| | | | |
Property and Equipment | | | | |
Land | | | 752,302 | |
Office equipment | | | 11,042 | |
Construction in progress | | | 27,849,886 | |
| | | |
| | | 28,613,230 | |
Less accumulated depreciation | | | (2,283 | ) |
| | | |
Net property and equipment | | | 28,610,947 | |
| | | |
| | | | |
Other Assets | | | | |
Deferred financing costs and other | | | 357,286 | |
| | | |
| | | | |
Total Assets | | $ | 39,226,343 | |
| | | |
| | | | |
LIABILITIES AND EQUITY | | | | |
| | | | |
Current Liabilities | | | | |
Accounts payable | | $ | 35,541 | |
Accrued expenses | | | 66,570 | |
Construction payable | | | 2,763,320 | |
| | | |
Total current liabilities | | | 2,865,431 | |
| | | | |
Commitments and Contingencies | | | | |
| | | | |
Members’ Equity | | | | |
Member contributions, net of cost of raising capital, 3,783 units outstanding at June 30, 2006 | | | 36,431,418 | |
Deficit accumulated during development stage | | | (70,506 | ) |
| | | |
Total members’ equity | | | 36,360,912 | |
| | | |
| | | | |
Total Liabilities and Members’ Equity | | $ | 39,226,343 | |
| | | |
Notes to Financial Statements are an integral part of this Statement.
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SIOUXLAND ETHANOL, LLC
(A Development Stage Company)
Condensed Statement of Operations
| | | | | | | | |
| | Quarter Ended | | | Quarter Ended | |
| | June 30, | | | June 30, | |
| | 2006 | | | 2005 | |
| | (Unaudited) | | | (Unaudited) | |
Revenues | | $ | — | | | $ | — | |
| | | | | | | | |
Operating Expenses | | | | | | | | |
Professional fees | | | 38,193 | | | | 70,474 | |
General and administrative | | | 42,100 | | | | 16,594 | |
| | | | | | |
Total operating expenses | | | 80,293 | | | | 87,068 | |
| | | | | | |
| | | | | | | | |
Operating Loss | | | (80,293 | ) | | | (87,068 | ) |
| | | | | | | | |
Other Income (Expense) | | | | | | | | |
Interest income | | | 309,720 | | | | — | |
Other income | | | 10 | | | | — | |
| | | | | | |
Total other income, net | | | 309,730 | | | | — | |
| | | | | | |
| | | | | | | | |
Net Income (Loss) | | $ | 229,437 | | | $ | (87,068 | ) |
| | | | | | |
| | | | | | | | |
Weighted Average Units Outstanding | | | 3,783 | | | | 195 | |
| | | | | | |
| | | | | | | | |
Net Income (Loss) Per Unit | | $ | 60.65 | | | $ | (446.50 | ) |
| | | | | | |
Notes to Financial Statements are an integral part of this Statement.
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SIOUXLAND ETHANOL, LLC
(A Development Stage Company)
Condensed Statement of Operations
| | | | | | | | | | | | |
| | Nine Months Ended | | | Nine Months Ended | | | From Inception | |
| | June 30, | | | June 30, | | | (August 12, 2004) to | |
| | 2006 | | | 2005 | | | June 30, 2006 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Revenues | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
Operating Expenses | | | | | | | | | | | | |
Professional fees | | | 260,459 | | | | 176,072 | | | | 631,142 | |
General and administrative | | | 170,721 | | | | 39,124 | | | | 262,250 | |
| | | | | | | | | |
Total operating expenses | | | 431,180 | | | | 215,196 | | | | 893,392 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Operating Loss | | | (431,180 | ) | | | (215,196 | ) | | | (893,392 | ) |
| | | | | | | | | | | | |
Other Income (Expense) | | | | | | | | | | | | |
Interest income | | | 822,827 | | | | — | | | | 822,827 | |
Other income | | | 1,463 | | | | — | | | | 3,582 | |
Interest expense | | | (3,523 | ) | | | — | | | | (3,523 | ) |
| | | | | | | | | |
Total other income, net | | | 820,767 | | | | — | | | | 822,886 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Net Income (Loss) | | $ | 389,587 | | | $ | (215,196 | ) | | $ | (70,506 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Weighted Average Units Outstanding | | | 3,336 | | | | 169 | | | | 1,419 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Net Income (Loss) Per Unit | | $ | 116.78 | | | $ | (1,273.35 | ) | | $ | (49.69 | ) |
| | | | | | | | | |
Notes to Financial Statements are an integral part of this Statement.
5
SIOUXLAND ETHANOL, LLC
(A Development Stage Company)
Condensed Statement of Cash Flows
| | | | | | | | | | | | |
| | Nine Months Ended | | | Nine Months Ended | | | From Inception | |
| | June 30, | | | June 30, | | | (August 12, 2004) to | |
| | 2006 | | | 2005 | | | June 30, 2006 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Cash Flows from Operating Activities | | | | | | | | | | | | |
Net income (loss) | | $ | 389,587 | | | $ | (215,196 | ) | | $ | (70,506 | ) |
Adjustments to reconcile net loss to net cash from operations: | | | | | | | | | | | | |
Depreciation | | | 1,657 | | | | 326 | | | | 2,283 | |
Change in assets and liabilities | | | | | | | | | | | | |
Other receivable | | | (51,018 | ) | | | — | | | | (51,018 | ) |
Prepaid and other | | | 30,961 | | | | (186 | ) | | | 41 | |
Accounts payable | | | (88,765 | ) | | | 25,633 | | | | 35,541 | |
Accrued expenses | | | 64,119 | | | | 2,857 | | | | 66,570 | |
| | | | | | | | | |
Net cash provided by (used in) operating activities | | | 346,541 | | | | (186,566 | ) | | | (17,089 | ) |
| | | | | | | | | | | | |
Cash Flows from Investing Activities | | | | | | | | | | | | |
Payment for land options and other | | | — | | | | (7,000 | ) | | | (7,000 | ) |
Capital expenditures | | | (25,834,368 | ) | | | (4,805 | ) | | | (25,845,410 | ) |
| | | | | | | | | |
Net cash used in investing activities | | | (25,834,368 | ) | | | (11,805 | ) | | | (25,852,410 | ) |
| | | | | | | | | | | | |
Cash Flows from Financing Activities | | | | | | | | | | | | |
Proceeds from bridge financing loan | | | 760,000 | | | | — | | | | 760,000 | |
Payments on bridge financing loan | | | (760,000 | ) | | | — | | | | (760,000 | ) |
Payments for financing costs and other | | | (357,286 | ) | | | — | | | | (355,286 | ) |
Member contributions | | | 35,880,000 | | | | 925,000 | | | | 36,855,000 | |
Payments for deferred offering costs | | | (41,852 | ) | | | (214,993 | ) | | | (423,582 | ) |
| | | | | | | | | |
Net cash provided by financing activities | | | 35,480,862 | | | | 710,007 | | | | 36,076,132 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Net Increase in Cash and Equivalents | | | 9,993,035 | | | | 511,636 | | | | 10,206,633 | |
| | | | | | | | | | | | |
Cash and Equivalents – Beginning of Period | | | 213,598 | | | | 47,213 | | | | — | |
| | | | | | | | | |
| | | | | | | | | | | | |
Cash and Equivalents – End of Period | | $ | 10,206,633 | | | $ | 558,849 | | | $ | 10,206,633 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Supplemental Cash Flow Information | | | | | | | | | | | | |
Cash paid during the period for: | | | | | | | | | | | | |
Interest | | $ | 3,523 | | | $ | — | | | $ | 3,523 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Supplemental Disclosure of Noncash Investing and Financing Activities | | | | | | | | | | | | |
Land options exercised for land purchased | | $ | 4,500 | | | $ | — | | | $ | 4,500 | |
| | | | | | | | | |
Construction in progress in construction payable | | $ | 2,763,320 | | | $ | — | | | $ | 2,763,320 | |
| | | | | | | | | |
Deferred offering costs offset against member contributions | | $ | 423,582 | | | $ | — | | | $ | 423,582 | |
| | | | | | | | | |
Deferred offering costs included in accounts payable | | $ | — | | | $ | 44,688 | | | $ | — | |
| | | | | | | | | |
Notes to Financial Statements are an integral part of this Statement.
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SIOUXLAND ETHANOL, LLC
(A Development Stage Company)
Condensed Notes to Financial Statements (Unaudited)
June 30, 2006
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. These financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in the Company’s audited financial statements for the year ended September 30, 2005, contained in the Company’s annual report on Form 10-KSB for 2005.
In the opinion of management, the condensed interim 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 interim financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year.
Nature of Business
Siouxland Ethanol, LLC, (a Nebraska Limited Liability Company) was organized to pool investors to build a 50 million gallon annual production ethanol plant in Dakota County, Nebraska. In January 2006, the Company announced its plans to double the size of the plant which is under construction from a 50 million gallon ethanol plant to a 100 million gallon ethanol plant after the initial plant construction is complete. The Company is still considering financing options for the expansion. As of June 30, 2006, the Company is in the development stage with its efforts being principally devoted to organizational activities and preliminary construction of the 50 million gallon plant. The Company anticipates completion of the plant in summer of 2007.
Fiscal Reporting Period
The Company has adopted a fiscal year ending September 30 for reporting financial operations.
Accounting Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles of 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. Actual results could differ from those estimates.
Property and Equipment
Property and equipment is stated at the lower of cost or estimated fair value. Depreciation is provided over an estimated useful life by use of the straight line method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized.
The Company capitalizes construction costs and construction period interest until the assets are placed in service. There was no interest related to construction in progress for the quarter or nine months ended June 30, 2006. In addition, the Company has a construction payable of approximately $2,763,000 which includes approximately $2,224,000 of retainage.
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SIOUXLAND ETHANOL, LLC
(A Development Stage Company)
Condensed Notes to Financial Statements (Unaudited)
June 30, 2006
Deferred Financing Costs
Costs associated with the issuance of the construction loan discussed in Note 4 are recorded as deferred financing costs. Financing costs will be amortized over the life of the loan using the effective interest method.
Deferred Offering Costs
The Company defers the costs incurred to raise equity financing until that financing occurs. In November 2005, the issuance of new equity occurred and the costs have been netted against the proceeds received.
Grants
The Company recognizes grant income as other income for reimbursement of expenses incurred upon complying with the conditions of the grant. For reimbursements of capital expenditures, the grants are recognized as a reduction of the basis of the asset upon complying with the conditions of the grant.
Recently Issued Accounting Pronouncements
Management has reviewed recently issued, but not yet effective, accounting pronouncements and does not expect the implementation of these pronouncements to have a significant effect on the Company’s financial statements.
2. DEVELOPMENT STAGE ENTERPRISE
The Company was formed on August 12, 2004 to have a perpetual life. The Company was initially capitalized by members who contributed an aggregate of $100,000 for 20 membership units. Additionally, the Company was further capitalized by additional members, contributing an aggregate of $875,000 for 175 units in November 2004.
The Company raised its additional equity through a Form SB-2 Registration Statement with the Securities and Exchange Commission (SEC). The equity offering was closed effective November 3, 2005 along with the termination of the escrow agreement and issuance of the 3,588 membership units totaling $35,880,000. The Company offset proceeds from the equity offering with offering costs of $423,582.
Income and losses are allocated to all members based upon their respective percentage of units held. See Note 3 for further discussion of members’ equity.
3. MEMBERS’ EQUITY
As specified in the Company’s operating agreement, the Company is authorized to issue up to 7,000 membership units. The Company has one class of membership units, which include certain transfer restrictions as specified in the operating agreement and pursuant to applicable tax and securities laws.
4. FINANCING
In May 2006, the Company entered into a credit agreement with a financial institution for the purpose of funding a portion of the cost of the ethanol plant. Under the credit agreement, the lender has provided a construction term loan for $32,268,750 and a revolving loan of $10,756,250. The loans are secured by substantially all assets.
The Company is required to make monthly interest payments for both loans at the three-month LIBOR plus 3% during the construction period. The premium above the three-month LIBOR may be reduced to 2.85% for any year
8
SIOUXLAND ETHANOL, LLC
(A Development Stage Company)
Condensed Notes to Financial Statements (Unaudited)
June 30, 2006
after 2006 in which the Company’s owner’s equity is equal to or greater than 60% of assets. For the term loan, the Company is required to make 30 principal installments of $1,075,625 plus accrued interest quarterly beginning six months following substantial completion, but no later than December 1, 2007 until June 2015. In addition to the required payments, the Company will have to make additional principal payments equal to 65% of the Company’s excess cash flow as defined in the loan agreement not to exceed $2,000,000 per fiscal year and an aggregate total of $6,000,000. For the revolving loan, the Company is required to pay interest monthly until three months after the repayment of the term loan or September 1, 2015, at which point the Company is required to make 10 quarterly installments of $1,075,625 plus interest until December 1, 2017.
The Company has paid approximately $357,000 in debt financing costs and is obligated to pay an annual servicing fee of $25,000. Additionally, the Company will pay the lender an unused commitment fee quarterly equal to 0.5% of the average unused portion of the $10,756,250 revolving loan.
The Company is subject to various financial and non-financial loan covenants that include among other items minimum working capital amounts, debt coverage ratio and net worth requirements. The Company is permitted to make distributions once a year not to exceed 40% of the net income as long as the Company is in compliance with these and other loan covenants. For fiscal years ending 2008 and thereafter, the Company may make distributions which may exceed 40% of the net income as long as the Company has made the excess cash flow payments and is in compliance with these and other loan covenants on a post-distribution basis.
5. COMMITMENTS AND CONTINGENCIES
Construction contracts
The total cost of the project, including the construction of the ethanol plant and start-up expenses is expected to approximate $80,500,000. In January 2006, the Company signed a lump-sum design-build agreement with a general contractor for a fixed contract price of $56,619,000. As part of the contract, the Company paid a mobilization fee, subject to retainage. Monthly applications will be submitted for work performed in the previous period. Final payment will be due when final completion has been achieved. The design-build agreement includes a provision whereby the general contractor receives an early completion bonus for each day the construction is complete prior to 485 days. The contract may be terminated by the Company upon a ten day written notice subject to payment for work completed, termination fees, and any applicable costs and retainage. An employee of the general contractor is an investor and director of the Company.
In February 2006, the Company entered into an agreement with an unrelated party to provide pre-cast concrete bridge construction for approximately $1,043,000. The contract may be terminated by the Company upon a twenty-one day written notice subject to payment for work completed and any applicable costs and retainage. Work has begun on the bridge construction and is expected to be completed by September 1, 2006. As of June 30, 2006, the Company has incurred approximately $599,000 for these services.
In April 2006, the Company entered into an agreement with an unrelated party for foundation and site preparation for the grain handling and storage system for approximately $819,000. As part of the contract, the Company was required to pay a 10% down payment. The contract may be terminated by either party subject to specific guidelines in the contract and subject to payment for work completed and any applicable costs and retainage. Work has begun on the grain handling and storage system and is expected to be completed by September 15, 2006. As of June 30, 2006, the Company has incurred approximately $180,000 for these services.
In May 2006, the Company entered into an agreement with an unrelated party for construction of the office building for approximately $275,000. The Company will make seven progress payments subject to specific items of
9
SIOUXLAND ETHANOL, LLC
(A Development Stage Company)
Condensed Notes to Financial Statements (Unaudited)
June 30, 2006
completion as detailed out in the contract. Work has begun on the office building and is expected to be completed by October 1, 2006. As of June 30, 2006, the Company has incurred approximately $190,000 for these services.
In June 2006, the Company entered into an agreement with an unrelated party for site primary electrical distribution system for approximately $527,000. The contract may be terminated by either party subject to specific guidelines in the contract and subject to payment for work completed and any applicable costs and retainage. Work is expected to begin no later than July 10, 2006 and is expected to be completed by November 1, 2006. As of June 30, 2006, the Company has incurred approximately $3,900 for these services which is included in construction payable.
In June 2006, the Company entered into an agreement with an unrelated party for the rail spur track construction for approximately $679,000. As part of the contract, the Company was required to pay a 10% down payment. The contract may be terminated by either party subject to specific guidelines in the contract and subject to payment for work completed and any applicable costs and retainage. Work is expected to begin no later than August 14, 2006 and is expected to be completed by November 30, 2006.
Consulting contracts
In January 2005, the Company entered into a consulting agreement with two related parties to provide services relating to contract negotiation, marketing, and the securing of debt financing. The Company paid these consultants cash bonuses in November 2005 and has accrued $60,000 in accrued expenses at June 30, 2006 for the six units issuable upon successful execution of a definitive debt financing agreement. These consultants are also investors in the Company.
In October 2005, the Company entered into an agreement with an unrelated party to locate a suitable production water supply for the plant which includes test drilling. The estimated costs for these services are approximately $132,000.
In February 2006, the Company entered into an agreement with an unrelated party to provide construction management services. The Company will pay an hourly rate along with providing a vehicle for these services. In addition, the Company will pay a lump sum bonus of $25,000 upon project completion which can be paid in Company units, if available, in lieu of the cash payment. Either party may terminate the agreement for any reason upon giving a 30 days written notice. As of June 30, 2006, the Company has incurred approximately $134,700 for these services.
In May 2006, the Company entered into an agreement with an unrelated party to provide engineering services related to the construction of water and wastewater service to the site and the construction of a process water discharge line for approximately $34,000. Either party may terminate the agreement in the event of substantial failure by the other party to perform in accordance with the terms of the contract upon giving a thirty days’ written notice.
In May 2006, the Company entered into an agreement with an unrelated party to provide pile observation services (Phase 1) and additional design services (Phase 2). The Company will pay for these services on a time and expense basis not to exceed $14,000 for Phase 1 and $4,500 for Phase 2. The unrelated party may terminate the agreement for cause upon giving the Company not less than seven days’ written notice. The Company may terminate the agreement for cause or without cause upon giving the related party seven days’ written notice.
Rail Car Lease
In February 2006, the Company entered into a letter of intent for a five-year lease and a ten-year lease agreement with an unrelated company for fifteen covered hopper cars under each lease arrangement. The Company will pay
10
SIOUXLAND ETHANOL, LLC
(A Development Stage Company)
Condensed Notes to Financial Statements (Unaudited)
June 30, 2006
$668 per car per month for the five-year lease and $618 per car per month for the ten-year lease. The lease rates are subject to change based on fluctuations in interest rates and manufacturing costs.
Tax increment revenue note
In March 2006, the Company entered into an agreement with an investment banker to act as the placement agent for a taxable tax increment revenue notes for approximately $3,862,000. The Company paid a non-refundable retainer of $5,000 and will pay a fee upon the successful completion of the note equal to 2.5% of the total amount of the note, payable at closing.
Marketing agreements
In February 2006, the Company entered into a marketing agreement with an unrelated party to purchase all of the distillers dried grains with solubles (DDGS) the Company provides for sale to the party. The buyer agrees to pay the Company a percentage of the selling price, subject to a minimum amount per ton. The agreement commences when the Company begins producing DDGS and continues for one year initially and terminable thereafter by either party with four months notice.
In March 2006, the Company entered into a marketing agreement with an unrelated party for the sale of ethanol the Company is expected to produce. The Company agrees to pay the buyer a certain percentage of the sales price for certain marketing, storage, and transportation costs. The initial term is for two years beginning in the month when ethanol production begins with renewal options thereafter in one year increments.
Utility contract
In March 2006, the Company entered into an agreement with an unrelated party to provide all natural gas required by the Company for the period from February 2007 or the date the facilities are installed and for ten years thereafter. The agreement requires minimum charges over the ten year period of approximately $50,000 per month beginning at the start of production. The Company also is required to make a construction security payment and demand payment totaling approximately $1,182,000 related to the pipeline construction of which the Company is entitled to receive a portion of this back if deemed credit worthy.
Grants
In June 2006, the Company was a beneficiary of a Community Development Block Grant received by Dakota County from Nebraska’s Department of Economic Development. The grant will not exceed $77,500 and will be used to assist with constructing a road to the plant. As part of the grant, the Company must create and maintain a specified number of jobs, which principally benefit low to moderate income persons. If the grant conditions are not fulfilled, the Company and the County will be obligated to repay the grant to the Department of Economic Development.
5. SUBSEQUENT EVENTS
Landfill gas contract
In July 2006, the Company entered into an agreement with a related party to purchase all of the extracted landfill gas for use as fuel in one or more burners at the plant. The Company agrees to purchase all gas extracted from the
11
SIOUXLAND ETHANOL, LLC
(A Development Stage Company)
Condensed Notes to Financial Statements (Unaudited)
June 30, 2006
landfill at a price per MMBtu as set forth in the contract. In addition, the Company will be reimbursed up to $400,000 for the design, installation and maintenance of specific equipment and systems required to be paid by the end of the fifth year from the commencement date. The initial term is for fifteen years beginning when operations commence. Either party may terminate the agreement subject to specific guidelines in the contract. The owner of the landfill is a member of the Company.
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Item 2. Management’s Discussion and Analysis and Plan of Operations.
Forward Looking Statements
This report contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases you can identify forward-looking statements by the use of words such as “may,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue” or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the following factors:
| • | | Overcapacity in the ethanol industry leading to an oversupply of ethanol; |
|
| • | | Changes in our business strategy, capital improvements or development plans; |
|
| • | | Construction delays and technical difficulties in constructing the plant; |
|
| • | | Changes in the environmental regulations that apply to our plant site and operations; |
|
| • | | Changes in the price of crude oil; |
|
| • | | Changes in the price of corn; |
|
| • | | Our ability to hire and retain key employees for the operation of the plant; |
|
| • | | Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture, oil or automobile industries; |
|
| • | | Changes in the availability and price of natural gas and the market for distillers grains; |
|
| • | | Changes in federal and/or state laws (including the elimination of any federal and/or state ethanol tax incentives); |
|
| • | | Changes and advances in ethanol production technology; and |
|
| • | | Competition from alternative fuel additives. |
Our actual results or actions could and likely will differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in this report. We are not under any duty to update the forward-looking statements contained in this report. We cannot guarantee future results, levels of activity, performance or achievements. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.
Overview
Siouxland Ethanol, LLC is a development-stage Nebraska limited liability company. It was formed on August 12, 2004 for the purpose of constructing and operating a 50 million gallon dry mill corn-processing ethanol
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plant near Jackson, Nebraska. Recently, our plant site was annexed into the city limits for the Village of Jackson. Based upon engineering specifications produced by our design-builder, Fagen, Inc., we expect that the plant will annually consume approximately 18.5 million bushels of corn and as much as 1,600,000 Million British Thermal Units (“MMBtu”) of natural gas per year and produce approximately 50 million gallons of fuel grade ethanol and 160,000 tons of distillers grains for animal feed each year.
We expect the project will cost approximately $80,500,000 to complete. This includes approximately $56,619,000 to build the plant and an additional $23,881,000 in other capital expenditures and working capital. Our anticipated total project cost is not a firm estimate and is expected to change from time to time as the project progresses.
In May 2006 we entered into a senior credit facility with Farm Credit Services of America, FLCA for debt financing. The debt financing is necessary to fund the completion of our project.
We are still in the development phase, and until the proposed ethanol plant is operational, we will generate no revenue. We anticipate that accumulated losses will continue to increase until the ethanol plant is operational. We currently estimate that plant construction will be complete in June 2007; however, there is no guarantee or assurance that we will not experience construction delays or difficulties that impede progress of construction and postpone our anticipated completion date.
Plan of Operations to Start-Up of the Ethanol Plant
We expect to spend the next 12 months focused on project construction and plant start-up, with operations to begin near the end of the 12 month period. We expect our equity proceeds and debt financing to supply us with enough cash to cover our administrative costs, including staffing, office costs, audit, legal, compliance and staff training in addition to all costs associated with construction of the project, including, site development, utilities, construction and equipment acquisition.
Project Capitalization
We plan to finance our project with a combination of equity and debt. During the time period beginning with our formation on August 12, 2004 and ending on November 19, 2004, we raised $975,000 in seed capital through a private placement. We filed a Registration Statement for an initial public offering of our units with the Securities and Exchange Commission on Form SB-2 (SEC Registration No. 333-123473), as amended, which became effective on August 8, 2005. We sold 3,588 units for $35,880,000 in our registered offering and closed the offering on November 3, 2005.
During the reporting period we entered into a credit agreement with Farm Credit Services of America, FLCA (“Farm Credit”) establishing a senior credit facility of $43,025,000 with Farm Credit for the construction of our ethanol plant. The senior credit facility consists of a $32,268,750 term loan and a $10,756,250 revolving loan.
In addition to the equity offering proceeds and senior credit facility, we anticipate receiving approximately $4,030,000 in proceeds, less financing costs, from the placement of tax increment revenue notes. We have engaged an investment bank for the purpose of placing the notes and we are currently working to close this transaction, but the proceeds from the issuance of the notes are not yet available. There is no assurance or guarantee that we will be able to successfully close this transaction and access proceeds from the placement of these notes.
Based upon our equity offering proceeds, the senior credit facility and the anticipated proceeds from the issuance of tax increment revenue notes, we expect to have sufficient cash on hand to cover construction and related start-up costs necessary to make the plant operational. We estimate that we will need approximately $56,619,000 to construct the plant and a total of approximately $80,500,000 to cover all capital expenditures necessary to complete the project, commence plant operations and produce revenue. As the project progresses, we expect our total project cost will change due to variations between our estimated and actual costs.
On January 19, 2006, we issued a press release announcing our intention to double the production capacity of our plant from an expected 50 million gallons per year to 100 million gallons per year in the second year of
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production. We are exploring financing options for the proposed expansion. There is no assurance or guarantee that we will expand the plant as we currently anticipate. A variety of factors outside our control may either delay or prohibit our expansion plans.
Plant Construction Activity
Construction of our plant near Jackson, Nebraska is currently underway. Our plant site consists of three adjacent parcels. We selected the site because of its location relative to existing grain production, accessibility to road and rail transportation, and its proximity to major population centers. The site is in close proximity to State Highway 20, which runs east-west across the northern half of Nebraska. It is also near a rail line serviced by the Burlington Northern Santa Fe Railroad through its shortline partner Nebraska Northeastern Railway.
We expect to complete construction of the proposed plant and commence operations in early summer 2007, which is approximately 14 to 16 months after construction commenced. Our activities for the next 12 months will include completion of plant construction, negotiation and execution of the final contracts necessary to complete the project, and begin plant operations.
Earthwork and Site Preparation
As of June 30, 2006, we estimate that Holly A. Brown Construction has completed approximately 80% of the grading and drainage services that were specified in the original contract, with all work, including change orders. We have added a change order to this contract for Phase 2 grading and earthwork and onsite creek channel widening which added a cost of approximately $475,000. Work on this change order is approximately 90% complete and all work under the contract is anticipated to be completed by October 1, 2006. We estimate total costs under the Holly A. Brown contract to be approximately $1,700,000.
Plant Construction
On January 9, 2006, we entered into a lump-sum design-build agreement with Fagen, Inc. for the construction of our 50 million gallon per year dry grind ethanol production facility. On February 2, 2006, Fagen, Inc. accepted our written notice to proceed. We expect that the plant will be substantially complete within 485 days of this date. Fagen, Inc. is currently performing or has recently completed foundation pile caps/slabs and walls, structural steel erection for the process building, the grain receiving building and the silo pile caps and foundations, and major equipment deliveries and the setting of such equipment is underway. As of July 25, 2006, we estimate that Fagen, Inc. has completed approximately 45% of the work under the lump-sum design build agreement and we have paid Fagen approximately $26,500,000 for work completed.
Under the terms of the design-build agreement, we will pay Fagen, Inc. $56,619,000, to design and build our facility, subject to any mutually agreed-upon adjustments and subject to a credit for any amounts previously paid to Fagen Engineering, LLC for engineering performed pursuant to the Phase I and Phase II Engineering Services Agreement.
Administrative Building Construction
On May 1, 2006, we entered into a Contractor Agreement for the construction of our office building with Walsh-Hohenstein and Hohenstein Construction Co. The work began under this Agreement in May 2006 and the estimated completion date is October 1, 2006. Under the terms of the Agreement we are required to pay Walsh-Hohenstein the sum of $275,530 for construction of the building. Such sum is payable in progress payments over the course of construction with the final 10% payment to be made upon completion and final walkthrough of the building. As of June 30, 2006, construction of the building is 90% complete and progress payments have been made pursuant to the Agreement in the amount of approximately $190,000. We anticipate that the building will be ready for occupancy on September 1, 2006.
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Grain Handling & Storage System, Auger Cast Piling and Soil Stabilization
On April 13, 2006, we entered into a lump-sum grain handling and storage system auger cast piling and soil stabilization agreement with McCormick Construction for the installation of auger cast piling support for grain storage slipform silos and receiving building. Pursuant to this Agreement we made a down payment of 10% of the contract price in May 2006. As of June 30, 2006, work under this contract was approximately 90% complete. The total contract price for work completed under this Agreement is approximately $819,000.
Natural Gas Throughput Service
On March 14, 2006, we entered into natural gas throughput service agreement with Northern Natural Gas Company of Omaha, Nebraska. Northern will provide us natural gas transportation through a dedicated pipeline. We have agreed to pay Northern approximately $1,044,000 for the capital expenditures required for Northern to provide natural gas transportation to our plant. In addition, the agreement provides that we must pay a reservation fee of approximately $138,000, which Northern will retain until we are deemed creditworthy. Construction on the pipeline has not yet begun. Northern is currently in the process of routing the pipeline and obtaining right-of-way easements in preparation for work to begin under this contract.
Landfill Gas
Subsequent to the end of the reporting period we entered into a Landfill Gas Purchase and Sale Agreement with L.P. Gill, Inc. for the purchase of landfill gas and reimbursement of equipment and systems for combustion of such gas for our Plant. As part of the Agreement, L.P. will reimburse us for all expenses up to $400,000 that we may incur to design and install specific equipment and systems required for the combustion of landfill gas in our plant. This reimbursement is to be paid by L.P. prior to the end of the fifth year after the commencement date. We are required to purchase all of the landfill gas extracted from L.P.’s landfill. We are required to pay L.P. for each MMBtu provided to the plant at a price set forth in the contract. The Agreement is for a term of fifteen years from the commencement date. The Agreement is subject to termination by either party after a period of thirty days following the occurrence of certain events as set forth in the contract.
Precast Concrete Bridge Construction
On February 24, 2006, we entered into an agreement with Elk Horn Construction of Sergeant Bluff, Iowa, for the construction of two precast concrete bridges – an access road bridge and a rail spur track bridge. The bridges are necessary to provide rail and road access to the plant site. Pursuant to the agreement, we will pay Elk Horn a lump sum of $1,043,770, subject to any change orders we approve. Construction of the bridges began in mid April and construction of both bridges is expected to be complete in October 2006. As of June 30, 2006, construction of the rail spur access bridges was 70% complete. We issued a change order to the contract to raise and modify the existing wooden trestle bridge on the main rail line. Work under this change order will add an additional $85,000 to the contract price, with total payments made to Elk Horn pursuant for work completed through June of approximately $500,000.
Rail Spur Construction
On June 13, 2006, we entered into a lump-sum rail spur track construction Agreement with Volkmann Railroad Builders of Menomonee Falls, Wisconsin. Pursuant to the Agreement, we will pay Volkmann a lump sum of $678,480. Construction of the rail spur track is scheduled to begin on September 1, 2005 and is expected to be complete by the end of November 2006.
Observation and Design Services
On June 6, 2006, we entered into a Letter of Agreement for Professional Services with Olsson Associates for observation and design services. Pursuant to the Agreement, we are required to pay Olsson $18,500 for construction observation and testing of the auger cast-in-place piles and design services to evaluate foundation and groundwater conditions at the grain silos and receiving pit and building on the site. The services are to be provided throughout the plant construction process.
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Utilities
On June 7, 2006, we entered into a lump-sum site primary electrical distribution system Agreement with Thompson Electric Co. of Sioux City, Iowa. Under the terms of the Agreement, Thompson is required to commence work prior to July 10, 2006, with all work to be completed by November 1, 2006. We are required to pay Thompson a lump sum of $526,770, subject to additions and deductions, for work completed under this Agreement. As of June 30, 2006, Thompson has ordered all equipment necessary, and we anticipate onsite work will begin in mid-August and all work is expected to be complete by mid-October.
On May 3, 2006, we entered into a Letter Agreement with Buell Winter Mousel and Associates, P.C. (BWMA) of Sioux City, Iowa for professional engineering services for water and wastewater service to the site. The fees for services provided under the agreement are estimated at $34,160. BWMA has begun design work for off-site water pipelines.
Other Material Contracts Related to Future Plant Operations
Road Construction Grant
On June 6, 2006, we entered into a Memorandum of Understanding with Dakota County, Nebraska and the Nebraska Department of Economic Development for a Community Development Block Grant. The grant award in the amount of $77,500, payable to Dakota County, is for infrastructure improvements to Knox Boulevard. The grant funds will improve road access to our facility. Pursuant to the memorandum, we are required to create at least 30 new permanent full time jobs and maintain such jobs for a period of 36 months which principally benefit low to moderate income persons. If we do not meet the requirements specified in the memorandum the Company and the County will be required to repay the Nebraska Department of Economic Development the entire amount of the grant fund awarded.
Technology License
On January 20, 2006, we entered into a license agreement with ICM, Inc. for limited use of ICM, Inc.’s proprietary technology and information to assist us in operating, maintaining, and repairing the ethanol production facility. We are not obligated to pay any fee to ICM, Inc. for use of the proprietary information and technology because our payment to Fagen, Inc. for the construction of the plant under the design-build agreement is inclusive of these costs.
Distiller’s Grain Marketing Agreement
On March 2, 2006, we entered into a Distiller’s Grains Marketing Agreement with Commodity Specialist Company (CSC). The agreement provides that CSC will market all of the distiller’s dried grains with solubles we produce at our ethanol plant, except any that we may sell to a single potential customer located near the plant. Further, the agreement confers no opportunity or obligation for CSC to market any of the wet distiller’s grains produced at our plant, which we intend to sell ourselves. We will receive a price equal to 98% of the amount CSC receives from its buyers, which shall not be less than $1.50 per ton, less CSC’s freight costs. The agreement imposes quality standards on our distiller’s dried grain with solubles. The term of the agreement is one year commencing with the start-up of our ethanol plant. After the one-year period, the agreement will continue until terminated by either party.
Ethanol Marketing Agreement
On March 29, 2006, we entered into an Ethanol Marketing Agreement with Archer Daniels Midland Co. (“ADM”) for the marketing and sale of the ethanol we produce. Pursuant to the agreement, ADM will pool between 40 and 60 million gallons of our ethanol per year with ethanol it produces. If we produce more than 60 million gallons of ethanol in a year, we may sell the excess to a third party only with ADM’s prior written consent. Alternatively, if we do not produce the minimum amount of 40 million gallons of ethanol, ADM may purchase ethanol elsewhere to cover the shortfall and charge us for any resulting excess costs or expenses it incurs. Pursuant to the agreement, ADM will pay us the amount it receives from its customers, less expenses and a marketing fee, which is a percentage of the final average net ethanol selling price.
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Operating Expenses
We expect to incur various operating expenses such as supplies, utilities and salaries for administration and production personnel as the ethanol plant nears completion. Along with operating expenses, we anticipate that we will have significant expenses relating to financing and interest. We have allocated funds in our budget for these expenses, but cannot assure that the funds allocated will be sufficient to cover these expenses. We may need additional funding to cover these costs if sufficient funds are not available or if costs are higher than expected.
Employees
Prior to commencement of operations, we intend to hire approximately 32 full-time employees. We currently have one full-time employee, our office manager, Jean Beach. We expect that approximately nine of our employees will be involved primarily in management and administration, and the remainder will be involved primarily in plant operations.
The following table represents some of the anticipated positions within the plant and the minimum number of individuals we expect will be full-time personnel:
| | | | |
| | Full-Time |
Position | | Personnel |
General Manager | | | 1 | |
Plant Manager | | | 1 | |
Commodities Manager | | | 1 | |
Controller | | | 1 | |
Lab Manager | | | 1 | |
Lab Technician | | | 2 | |
Secretary/Clerical | | | 3 | |
Shift Supervisors | | | 4 | |
Office Manager | | | 1 | |
Maintenance Supervisor | | | 1 | |
Maintenance Craftsmen | | | 4 | |
Plant Operators | | | 12 | |
TOTAL | | | 32 | |
Employment and Investment Growth Act Project Agreement
On March 15, 2006, we entered into an Employment and Investment Growth Act Project Agreement with the State of Nebraska Department of Revenue. The Agreement provides that upon our hiring at least 30 new individuals, and our involvement in a qualified business activity resulting in an investment of at least $3,000,000 in qualified property prior to September 30, 2011, the State agrees to allow the Company the use of several incentives.
We may elect annually to determine taxable income for Nebraska income tax purposes by multiplying federal taxable income by the sales factor only. This calculation can be used for 2005, and each year thereafter for a period of fourteen years beginning in the year the required employees are hired and the applicable investment in property is made.
In addition, upon meeting the required minimum levels of employments and investments required by the Act, we will be entitled to: (1) claim a refund once each quarter, for a period of six years, for sales and use taxes paid on purchases and leases of tangible property used or incorporated into an improvement of real estate as part of the project and placed in service after January 14, 2005; (2) tax credits equal to 5% of the amount of compensation paid during the year to employees who are Nebraska employees or who have been employed by the Company since September 30, 2004 (base-year employees) that exceeds the average compensation paid at the project multiplied by the number of base-year employees; and (3) a tax credit of 10% of the investment made in qualified property located and used at the project calculated by the total cost of property required to be capitalized, less the amount of
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Nebraska state and local option sales or use taxes subject to refund. The tax credits are available to us for a period of six years.
If at any time we fail to meet the required levels of employment and investment during the six year period following the year the Application was submitted for the incentives, all or a portion of the incentives and any penalties applicable thereto will be recaptured or disallowed.
Liquidity and Capital Resources
Sources of Funds
During the time period beginning with our formation on August 12, 2004 and ending on November 19, 2004, we raised $975,000 in seed capital through a private placement. In addition, we raised equity of $35,880,000 in our initial public offering. On May 4, 2006, we entered into a senior credit facility of $43,025,000 consisting of a term loan of $32,268,750 and a $10,756,250 revolving loan. In addition to the equity proceeds and the senior credit facility, we anticipate receiving approximately $4,030,000 in proceeds, less financing costs, from the placement of tax increment revenue notes. We have engaged an investment bank for the purpose of placing the notes but we have not yet closed this transaction and proceeds from the issuance of the notes are not yet available. There is no assurance or guarantee that we will be able to successfully close this transaction and access note proceeds. In that case, we may need to obtain additional debt financing or locate alternative financing sources.
Based upon our equity offering proceeds, senior credit facility and the anticipated note proceeds, we expect to have sufficient cash on hand to cover all costs associated with construction of the project, including, but not limited to, site acquisition and development, utilities, construction and equipment acquisition, and start-up costs.
Uses of Proceeds
The following tables describe our proposed estimated use of funds from various financing sources. The figures are estimates only, and the actual uses of proceeds may vary significantly from the descriptions given below. As our project progresses we may update our estimates to reflect necessary adjustments as actual costs become more readily known.
| | | | | | | | |
| | | | | | Percent of | |
Use of Proceeds | | Amount | | | Total | |
Plant construction(1) | | $ | 56,619,000 | | | | 70.33 | % |
Land & site development costs | | | 5,230,000 | | | | 6.50 | % |
Railroad | | | 2,760,000 | | | | 3.43 | % |
Fire Protection / Water Supply | | | 2,480,000 | | | | 3.08 | % |
Administrative Building | | | 265,000 | | | | 0.33 | % |
Office Equipment | | | 66,000 | | | | 0.08 | % |
Computers, Software, Network | | | 140,000 | | | | 0.17 | % |
Construction Manager Fees | | | 80,000 | | | | 0.10 | % |
Construction insurance costs | | | 100,000 | | | | 0.12 | % |
Construction contingency | | | 2,810,000 | | | | 3.49 | % |
Capitalized interest | | | 1,100,000 | | | | 1.37 | % |
Rolling stock | | | 290,000 | | | | 0.36 | % |
|
Start up costs: | | | | | | | | |
Financing costs | | | 610,000 | | | | 0.76 | % |
Organization costs | | | 1,000,000 | | | | 1.24 | % |
Pre Production period costs | | | 750,000 | | | | 0.93 | % |
Inventory – Spare parts | | | 500,000 | | | | 0.62 | % |
Working capital | | | 3,000,000 | | | | 3.73 | % |
Inventory – corn | | | 1,200,000 | | | | 1.49 | % |
Inventory – chemicals and ingredients | | | 250,000 | | | | 0.31 | % |
Inventory – Ethanol and DDGS | | | 750,000 | | | | 0.93 | % |
Inventory – Corn Hedged | | | 500,000 | | | | 0.63 | % |
Total | | $ | 80,500,000 | | | | 100 | % |
| | | | | | |
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| | |
(1) | | Change orders are not included in our current estimate of costs. If we execute change orders that materially impact our estimated plant construction cost, the budget will be revised to reflect such impact. |
Quarterly Financial Results
As of June 30, 2006, we had cash and equivalents of $10,206,633 and total assets of $39,226,343. We raised $975,000 in seed capital through a private placement and used the proceeds to fund development and organizational needs. In addition, we raised equity of $35,880,000 in our initial public offering. Along with debt financing, we will use the equity we raised to fund construction of a 50 million gallon per year ethanol plant.
As of June 30, 2006, we had current liabilities of $2,865,431, which included accounts payable, accrued expenses and a liability for construction payable in the amount of $2,763,320. The construction payable amount includes payments of approximately $2,153,000 made to Fagen for the plant construction.
Total members equity as of June 30, 2006 was $36,360,912. Since inception, we have generated no revenue from operations. For the quarter ended June 30, 2006, we have net income of approximately $229,437 due to interest income on our equity proceeds.
Trends and Uncertainties Impacting the Ethanol Industry and Our Future Operations
Once we begin operations, we will be subject to industry-wide factors that affect our operating and financial performance. These factors include, but are not limited to, the available supply and cost of corn from which our ethanol and distillers grains will be processed; the cost of natural gas, which we will use in the production process; dependence on our ethanol marketer and distillers grain marketer to market and distribute our products; the intensely competitive nature of the ethanol industry; possible legislation at the federal, state and/or local level; changes in federal ethanol tax incentives and the cost of complying with extensive environmental laws that regulate our industry.
Our revenues will consist of sales of ethanol and distillers grains. We expect ethanol sales to constitute the bulk of our future revenues. The Renewable Fuels Association reports that there were 101 ethanol plants in production in June 2006, with another 32 plants under construction in addition to six plants under expansion. Approximately 900 million gallons of new production is scheduled to come online in the next six months. This evidences an increase in competition for the Company, which could have a negative impact on our future earnings. According to the Renewable Fuels Association, ethanol production remained strong with more than 363 million gallons of ethanol produced during the month of April.
We anticipate that the increase in ethanol supply will be met with an increase in demand. However, this demand could cause problems for the industry. An energy report issued by the Energy Information Association has placed concern in the market regarding the ability of the ethanol industry to meet the demand for the fuel once MTBE is completely phased out. MTBE is a natural gas derivative, which is ethanol’s major oxygenate competitor that, as of late, has been found to contaminate groundwater, and as such has been banned by several states. As the use of MTBE is phased out, it is possible that ethanol producers will be unable to meet the increased demand and the ability to transport the necessary amounts of ethanol via railroad, barges and trucks may cause difficulty and meeting new demand.
A potential increase in demand may be found in the state of New York. The first E85 gas station is schedule to open in New York in October. E85 fuel is a blend of 70% to 85% ethanol and gasoline. According to a June, 2006 article issued by the Renewable Fuels Association, a recent poll indicated that 78% of Americans support increasing the use of ethanol and two-thirds of the population supports the use of biofuels generally. As more evidence of the increase in demand, the RFA reports that the 2006 Indianapolis 500 was powered by a 10% ethanol blend. It is anticipated that the entire league will be using 100% ethanol blend in 2007.
We also expect to benefit from federal and ethanol supports and tax incentives. Changes to these supports
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or incentives could significantly impact demand for ethanol. The most recent ethanol supports are contained in the Energy Policy Act of 2005. Most notably, the Act creates a 7.5 billion gallon Renewable Fuels Standard (RFS). The RFS requires refiners to use 4 billion gallons of renewable fuels in 2006, increasing to 7.5 billion gallons by 2012.
Trends and Uncertainties Impacting the Corn and Natural Gas Markets and Our Future Cost of Goods Sold
We expect our future cost of goods sold will consist primarily of costs relating to the corn and natural gas supplies necessary to produce ethanol and distillers grains for sale. However, since we have entered into an agreement for the use of methane gas which is to be extracted from a landfill, our dependence on natural gas may be significantly reduced.
Variables such as planting dates, rainfall, and temperatures will likely cause market uncertainty and create corn price volatility which can significantly impact the cost of corn and the production of ethanol. In addition, we do not expect corn prices to remain at the current low levels indefinitely. As 2005 was a record year for production, the USDA estimates show a 2 billion bushel excess supply of corn which should help level volatility of corn prices in 2006. Although we do not expect to begin operations until spring 2007, we expect these same factors will continue to cause continuing volatility in the price of corn, which will significantly impact our cost of goods sold.
We anticipate that the use of methane gas instead of natural gas may substantially decrease our dependence on natural gas, even though natural gas is an important input to the ethanol manufacturing process. We estimate that our natural gas and methane gas usage will be approximately 10-15% of our annual total production cost. We use the gas to dry our distillers grains products to moisture contents at which they can be stored for longer periods and transported greater distances. According to the Energy Information Administration, natural gas prices will continue to climb over the next few years, increasing the cost to produce ethanol, but at a much slower pace than the hike in cost experienced in 2005. We hope to avoid such a hike in the production cost of ethanol at our plant by utilizing methane gas rather than natural gas.
Application of Critical Accounting Estimates
Management uses estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. We do not believe that any of the significant accounting policies described in the notes to the financial statements are critical at this time, however we expect to implement critical accounting policies as we prepare for and commence operation of the ethanol plant.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 3. Controls and Procedures
Our management, including our President and Chairman (the principal executive officer), Tom Lynch, along with our Treasurer (the principal financial officer), John Kingsbury, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2006. Based upon this review and evaluation, these officers believe that our disclosure controls and procedures are effective in ensuring that material information related to us is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission.
Our management, consisting of our President and Chief Executive Officer and our Treasurer, have reviewed and evaluated any changes in our internal control over financial reporting that occurred as of June 30, 2006 and there has been no change that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
PART II.OTHER INFORMATION
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Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The Securities and Exchange Commission declared our registration statement on Form SB-2 (SEC Registration No. 333-123473) effective on August 8, 2005. We commenced our initial public offering shortly thereafter. Our initial public offering was for the sale of our membership units at $10,000 per unit. The offering ranged from a minimum aggregate offering amount of $15,000,000 to a maximum aggregate offering amount of $46,000,000. Our registered offering and escrow agreement required that we raise the $15,000,000 in proceeds by August 8, 2006 and secure a debt financing commitment letter by August 8, 2006, both of which we timely accomplished.
The following is a breakdown of units registered and units sold in the offering:
| | | | | | | | | | | | |
| | Aggregate price of | | | | | | |
Amount | | the amount | | | | | | Aggregate price of |
Registered | | registered | | Amount Sold | | the amount sold |
|
4,600 | | $ | 46,000,000 | | | | 3,588 | | | $ | 35,880,000 | |
On November 3, 2005, we closed the offering prior to the sale of the maximum number of registered units. During the offering, we sold 3,588 units for gross offering proceeds of $35,880,000. We sold our units without the assistance of an underwriter.
On November 3, 2005 we began releasing funds from escrow. As of June 30, 2006, our expense related to the registration and issuance of these units was $423,582, which was netted against the offering proceeds. All of these expenses were direct or indirect payments to unrelated parties. Our net offering proceeds, including the $975,000 we raised in seed capital, after deduction of expenses were $36,431,418. The following table describes our use of net offering proceeds through the quarter ended June 30, 2006:
| | | | |
Plant Construction | | $ | 20,899,705 | |
Site Costs | | $ | 4,680,504 | |
Railroad | | $ | 64,434 | |
Fire Protection | | $ | 180,375 | |
Rolling Stock | | $ | 12,944 | |
Financing Costs | | $ | 301,419 | |
Organizational Costs | | $ | 625,619 | |
Total | | $ | 26,765,000 | |
All of the foregoing payments were direct or indirect payments to persons or entities other than our directors, officers, or unit holders owning 10% or more of our units.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
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The following exhibits are included in this report:
| 10.1 | | Standard Form of Agreement and General Conditions between Owner and Contractor for Grain Handling and Storage System Auger Piling and Soil Stabilization dated April 13, 2006, with McCormick Construction |
|
| 10.2 | | Contract Agreement dated May 1, 2006 with Walsh-Hohenstein and Hohenstein Construction Co. |
|
| 10.3 | | Standard Form of Agreement and General Conditions between Owner and Contractor for Rail Spur Track Construction dated June 13, 2006 with Volkmann Railroad Builders |
|
| 10.4 | | Standard Form of Agreement and General Conditions between Owner and Contractor for Site Primary Electrical Distribution System with Thompson Electric Co. |
|
| 10.5 | | Landfill Gas Purchase and Sale Agreement dated July 28, 2006 with L.P. Gill, Inc. |
|
| 31.1 | | Certificate Pursuant to 17 CFR 240.13a-14(a). |
|
| 31.2 | | Certificate Pursuant to 17 CFR 240.13a-14(a). |
|
| 32.1 | | Certificate Pursuant to 18 U.S.C. § 1350. |
|
| 32.2 | | Certificate Pursuant to 18 U.S.C. § 1350. |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | |
| | SIOUXLAND ETHANOL, LLC | | |
| | | | |
Date: August ___, 2006 | | /s/ Tom Lynch | | |
| | Tom Lynch | | |
| | Chairman and President (Principal Executive Officer) | | |
| | | | |
Date: August ___, 2006 | | /s/ John Kingsbury | | |
| | John Kingsbury | | |
| | Treasurer (Principal Financial and Accounting Officer) | | |
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