|
| | | |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| |
| Form 10-K/A |
| Amendment No. 2 |
| (Mark one) | |
| ý | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| | For the fiscal year ended September 30, 2017 |
| | |
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| | For the transition period from _________ to __________ |
| | |
| | Commission file number 000-53041 |
| | |
| SOUTHWEST IOWA RENEWABLE ENERGY, LLC |
| (Exact name of registrant as specified in its charter) |
| | |
| Iowa | 20-2735046 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
| 10868 189 th Street, Council Bluffs, Iowa | 51503 |
| (Address of principal executive offices) | (Zip Code) |
| | |
| Registrant’s telephone number (712) 366-0392 |
| | |
| Securities registered under Section 12(b) of the Exchange Act: | None. |
| | |
| Title of each class | Name of each exchange on which registered |
| | |
| Securities registered under Section 12(g) of the Exchange Act: | |
| Series A Membership Units |
| (Title of class) |
| | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x |
| |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x |
| |
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the 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 o No o |
| |
Indicate by check mark whether the registrant has submitted electronically on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o |
| |
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x |
|
|
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. |
| |
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x |
| |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x |
As of March 31, 2017, the aggregate market value of the Membership Units held by non-affiliates (computed by reference to the last price at which the Membership Units were sold) was $46,763,600.
As of September 30, 2017, the Company had 8,993 Series A, 3,334 Series B and 1,000 Series C Membership Units outstanding.
DOCUMENTS INCORPORATED BY REFERENCE—None
EXPLANATORY NOTE
The undersigned registrant is filing this Amendment No. 2 to the Annual Report on Form 10-K/A (this “Amendment No. 2”) to amend its Annual Report on Form 10-K for the fiscal year ended September 30, 2017, as filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2017 (the “Original Annual Report”) and as amended by Amendment No. 1 to the Original Annual Report filed with the SEC on December 22, 2017 (“Amendment No. 1”). The purpose of Amendment No. 1 was to correct a technological scrivener error relating to the date of the Auditors’ Opinion Letter and a corrected Auditor’s Opinion Letter was filed with Amendment No. 1. The purpose of this Amendment No. 2 is to amend and restate in its entirety Item 8 of Part II to include the financial statements of the registrant in addition to the corrected Auditors’ Opinion Letter.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by the registrant’s principal executive officer and principal financial officer are being filed/furnished as exhibits to this Amendment No. 2.
Except as expressly described above and as set forth herein, this Amendment No. 2 does not modify the Original Annual Report or Amendment No. 1 in any way, including, without limitation, to reflect events occurring after the date of, or update any of the disclosures included in, the Original Annual Report. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Annual Report and Amendment No. 1 and with the registrant’s other filings with the SEC subsequent to the Original Annual Report.
PART II
Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Members
Southwest Iowa Renewable Energy, LLC
We have audited the accompanying balance sheets of Southwest Iowa Renewable Energy, LLC as of September 30, 2017 and 2016, and the related statements of operations, members’ equity, and cash flows for years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financing reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southwest Iowa Renewable Energy, LLC as of September 30, 2017 and 2016, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.
/s/ RSM US LLP
Des Moines, Iowa
December 15, 2017
|
| | | | | | | |
| SOUTHWEST IOWA RENEWABLE ENERGY, LLC | | | |
| Balance Sheets | | | |
| (Dollars in thousands) | | | |
| | | | |
| | September 30, 2017 | | September 30, 2016 |
| ASSETS | | | |
| Current Assets | | | |
| Cash and cash equivalents | $ | 1,487 |
| | $ | 3,139 |
|
| Accounts receivable | 1,826 |
| | 470 |
|
| Accounts receivable, related party | 11,469 |
| | 13,137 |
|
| Derivative financial instruments | 23 |
| | 88 |
|
| Inventory | 13,214 |
| | 9,937 |
|
| Prepaid expenses and other | 441 |
| | 470 |
|
| Total current assets | 28,460 |
| | 27,241 |
|
| Property, Plant and Equipment | | | |
| Land | 2,064 |
| | 2,064 |
|
| Plant, building and equipment | 225,651 |
| | 218,417 |
|
| Office and other equipment | 1,511 |
| | 1,200 |
|
| | 229,226 |
| | 221,681 |
|
| Accumulated depreciation | (111,000 | ) | | (99,109 | ) |
| Net property, plant and equipment | 118,226 |
| | 122,572 |
|
| | | | |
| Other Assets | 2,143 |
| | 2,150 |
|
| Total Assets | $ | 148,829 |
| | $ | 151,963 |
|
| | | | |
| LIABILITIES AND MEMBERS' EQUITY | | | |
| Current Liabilities | | | |
| Accounts payable | $ | 3,387 |
| | $ | 3,295 |
|
| Accounts payable, related parties | 165 |
| | 737 |
|
| Derivative financial instruments | 911 |
| | 1,526 |
|
| Accrued expenses | 6,943 |
| | 5,217 |
|
| Accrued expenses, related parties | 168 |
| | 640 |
|
| Current maturities of notes payable | 6,538 |
| | 6,517 |
|
| Total current liabilities | 18,112 |
| | 17,932 |
|
| Long Term Liabilities | | | |
| Notes payable, less current maturities | 13,026 |
| | 24,754 |
|
| Other long-term liabilities | 5,700 |
| | 6,200 |
|
| Total long term liabilities | 18,726 |
| | 30,954 |
|
| Commitments (Notes 9 and 11) | | | |
| Members' Equity | | | |
| Members' capital | | | |
| 13,327 Units issued and outstanding | 87,165 |
| | 87,165 |
|
| Retained earnings | 24,826 |
| | 15,912 |
|
| Total members' equity | 111,991 |
| | 103,077 |
|
| Total Liabilities and Members' Equity | $ | 148,829 |
| | $ | 151,963 |
|
| See Notes to Financial Statements | | | |
|
| | | | | | | |
| SOUTHWEST IOWA RENEWABLE ENERGY, LLC | | | |
| Statements of Operations | | | |
| (Dollars in thousands, except per unit data) | | | |
| | Year Ended | | Year Ended |
| | September 30, 2017 | | September 30, 2016 |
| Revenues | $ | 219,768 |
| | $ | 223,326 |
|
| Cost of Goods Sold | | | |
| Cost of goods sold-non hedging | 201,376 |
| | 211,703 |
|
| Realized & unrealized hedging (gains) losses | (390 | ) | | 460 |
|
| | 200,986 |
| | 212,163 |
|
| | | | |
| Gross Margin | 18,782 |
| | 11,163 |
|
| | | | |
| General and administrative expenses | 4,787 |
| | 4,588 |
|
| | | | |
| Operating Income | 13,995 |
| | 6,575 |
|
| | | | |
| Other Expense | | | |
| Interest expense and other income, net | 950 |
| | 1,022 |
|
| Change in fair value of put option liability | (400 | ) | | 460 |
|
| | 550 |
| | 1,482 |
|
| | | | |
| Net Income | $ | 13,445 |
| | $ | 5,093 |
|
| | | | |
| Weighted Average Units Outstanding -basic | 13,327 |
| | 13,327 |
|
| Weighted Average Units Outstanding -diluted | 14,394 |
| | 13,327 |
|
| Income per unit -basic | $ | 1,008.85 |
| | $ | 382.16 |
|
| Income per unit -diluted | $ | 906.28 |
| | $ | 382.16 |
|
| See Notes to Financial Statements | | | |
|
| | | | | | | | | | | |
| SOUTHWEST IOWA RENEWABLE ENERGY, LLC | | | | | |
| Statements of Members' Equity | | | | | |
| (Dollars in thousands) | | | | | |
| | Members' Capital | | Retained Earnings | | Total |
| Balance, September 30, 2015 | $ | 87,165 |
| | $ | 14,151 |
| | $ | 101,316 |
|
| Net Income | — |
| | 5,093 |
| | 5,093 |
|
| Distributions | — |
| | (3,332 | ) | | (3,332 | ) |
| | | | | | |
| Balance, September 30, 2016 | $ | 87,165 |
| | $ | 15,912 |
| | $ | 103,077 |
|
| Net Income | — |
| | 13,445 |
| | 13,445 |
|
| Distributions | — |
| | (4,531 | ) | | (4,531 | ) |
| | | | | | |
| Balance, September 30, 2017 | $ | 87,165 |
| | $ | 24,826 |
| | $ | 111,991 |
|
| See Notes to Financial Statements | | | | | |
|
| | | | | | | |
| SOUTHWEST IOWA RENEWABLE ENERGY, LLC | | | |
| Statements of Cash Flows | | | |
| (Dollars in thousands) | | | |
| | Year Ended | | Year Ended |
| | September 30, 2017 | | September 30, 2016 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| Net Income | $ | 13,445 |
| | $ | 5,093 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | | |
| Depreciation | 12,058 |
| | 11,785 |
|
| Amortization | 71 |
| | 72 |
|
| Other assets | 7 |
| | 18 |
|
| Change in fair value of put option liability | (400 | ) | | 460 |
|
| (Increase) decrease in current assets: | | | |
| Accounts receivable | 312 |
| | (9,843 | ) |
| Inventories | (3,277 | ) | | 4,361 |
|
| Prepaid expenses and other | 29 |
| | (143 | ) |
| Derivative financial instruments | 65 |
| | 731 |
|
| Decrease in other long-term liabilities | (100 | ) | | (100 | ) |
| Increase (decrease) in current liabilities: | | | |
| Accounts payable | (480 | ) | | (619 | ) |
| Derivative financial instruments | (615 | ) | | 867 |
|
| Accrued expenses | 1,254 |
| | (420 | ) |
| Net cash provided by operating activities | 22,369 |
| | 12,262 |
|
|
| |
|
| CASH FLOWS FROM INVESTING ACTIVITIES | | | |
| Purchase of property and equipment | (7,712 | ) | | (4,937 | ) |
| Decrease in restricted cash | — |
| | 305 |
|
| Net cash (used in) investing activities | (7,712 | ) | | (4,632 | ) |
|
| |
|
| CASH FLOWS FROM FINANCING ACTIVITIES | | | |
| Distributions paid to members | (4,531 | ) | | (3,332 | ) |
| Proceeds from notes payable | 81,129 |
| | 163,861 |
|
| Payments on notes payable | (92,907 | ) | | (168,050 | ) |
| Net cash (used in) financing activities | (16,309 | ) | | (7,521 | ) |
|
|
| |
|
|
| Net increase (decrease) in cash and cash equivalents | (1,652 | ) | | 109 |
|
|
| |
|
| CASH AND CASH EQUIVALENTS | | | |
| Beginning | 3,139 |
| | 3,030 |
|
| Ending | $ | 1,487 |
| | $ | 3,139 |
|
| See Notes to Financial Statements |
| |
|
| | | | |
| SUPPLEMENTAL CASH FLOW INFORMATION | | | |
| Cash paid for interest | $ | 1,067 |
| | $ | 1,346 |
|
| See Notes to Financial Statements | | | |
|
|
| |
SOUTHWEST IOWA RENEWABLE ENERGY, LLC Notes to Financial Statements September 30, 2017 |
Note 1: Nature of Business
Southwest Iowa Renewable Energy, LLC (the “Company”), located in Council Bluffs, Iowa, was formed in March 2005, operates a 140 million gallon capacity ethanol plant and began producing ethanol in February 2009. The Company sold 123.7 million gallons and 124.5 million gallons of ethanol in Fiscal 2017 and Fiscal 2016, respectively. The Company sells its ethanol distillers grains, corn syrup, and corn oil in the continental United States, Mexico and the Pacific Rim.
Note 2: Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity of three months or less when purchased to be cash equivalents.
Concentration of Credit Risk
The Company’s cash balances are maintained in bank deposit accounts which at times may exceed federally-insured limits. The Company has not experienced any losses in such accounts.
Revenue Recognition
The Company sells ethanol and related products pursuant to marketing agreements. Revenues are recognized when the marketing company has taken title to the product, prices are fixed or determinable and collectability is reasonably assured.
The Company’s products are generally shipped FOB loading point, and recorded as a sale upon delivery of the applicable bill of lading. The Company’s ethanol sales are handled through an ethanol purchase agreement (the “Ethanol Agreement”) with Bunge North America, Inc. (“Bunge”). Syrup and distillers grains (co-products) are sold through a distillers grains agreement (the “DG Agreement”) with Bunge, based on market prices. The Company markets and distributes all of the corn oil it produces directly to end users at market prices. Carbon dioxide is sold through a Carbon Dioxide Purchase and Sale Agreement (the “CO2 Agreement”) with Air Products and Chemicals, Inc., formerly known as EPCO Carbon Dioxide Products, Inc. ("Air Products”). Marketing fees, agency fees, and commissions due to the marketer are calculated separately from the settlement for the sale of the ethanol products and co-products and are included as a component of cost of goods sold. Shipping and handling costs incurred by the Company for the sale of ethanol and co-products are included in cost of goods sold.
Accounts Receivable
Accounts receivable are recorded at original invoice amounts less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering customers’ financial condition, credit history and current economic conditions. As of September 30, 2017 and 2016, management had determined no allowance is necessary. Receivables are written off when deemed uncollectable and recoveries of receivables written off are recorded when received.
Risks and Uncertainties
The Company's operating and financial performance is largely driven by the prices at which ethanol is sold and the net expense of corn. The price of ethanol is influenced by factors such as supply and demand, weather, government policies and
programs, and unleaded gasoline and the petroleum markets with ethanol selling, in general, for less than gasoline at the wholesale level. Excess ethanol supply in the market, in particular, puts downward pressure on the price of ethanol. The Company's largest cost of production is corn. The cost of corn is generally impacted by factors such as supply and demand, weather, government policies and programs. The Company's risk management program is used to protect against the price volatility of these commodities.
Investment in Commodities Contracts, Derivative Instruments and Hedging Activities
The Company’s operations and cash flows are subject to fluctuations due to changes in commodity prices. The Company is subject to market risk with respect to the price and availability of corn, the principal raw material used to produce ethanol and ethanol by-products. Exposure to commodity price risk results from its dependence on corn in the ethanol production process. In general, rising corn prices result in lower profit margins and, therefore, represent unfavorable market conditions. This is especially true when market conditions do not allow the Company to pass along increased corn costs to customers. The availability and price of corn is subject to wide fluctuations due to unpredictable factors such as weather conditions, farmer planting decisions, governmental policies with respect to agriculture and international trade and global demand and supply.
To minimize the risk and the volatility of commodity prices, primarily related to corn and ethanol, the Company uses various derivative instruments, including forward corn, ethanol and distillers grains purchase and sales contracts, over-the-counter and exchange-trade futures and option contracts. When the Company has sufficient working capital available, it enters into derivative contracts to hedge its exposure to price risk related to forecasted corn needs and forward corn purchase contracts.
Management has evaluated the Company’s contracts to determine whether the contracts are derivative instruments. Certain contracts that literally meet the definition of a derivative may be exempted from derivative accounting as normal purchases or normal sales. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. Gains and losses on contracts that are designated as normal purchases or normal sales contracts are not recognized until quantities are delivered or utilized in production.
The Company applies the normal sale exemption to forward contracts relating to ethanol, distillers grains, and corn oil and therefore these forward contracts are not marked to market. As of September 30, 2017, the Company was committed to sell 7.0 million gallons of ethanol, 84.7 thousand tons of dried distillers grains, 92.3 thousand tons of wet distillers grains and 3.7 million pounds of corn oil.
Corn purchase contracts are treated as derivative financial instruments. Changes in fair value of forward corn contracts, which are marked to market each period, are included in costs of goods sold. As of September 30, 2017, the Company was committed to purchasing 2.9 million bushels of corn on a forward contract basis resulting in a total commitment of $10.3 million. In addition the Company was committed to purchasing 691.1 thousand bushels of corn using basis contracts.
In addition, the Company enters into short-term cash, options and futures contracts as a means of managing exposure to changes in commodity prices. The Company enters into derivative contracts to hedge the exposure to volatile commodity price fluctuations. The Company maintains a risk management strategy that uses derivative instruments to minimize significant, unanticipated earnings fluctuations caused by market volatility. The Company’s specific goal is to protect itself from large moves in commodity costs. All derivatives are designated as non-hedge derivatives and the contracts will be accounted for at fair value. Although the contracts are considered effective economic hedges of specified risks, they are not designated as or accounted for as hedging instruments.
Derivatives not designated as hedging instruments along with cash due to brokers at September 30, 2017 and 2016 are as follows:
|
| | | | | | | | |
| | Balance Sheet Classification | September 30, 2017 | | September 30, 2016 |
| | | in 000's | | in 000's |
| Futures and option contracts | | | | |
| In gain position | | $ | 190 |
| | $ | 361 |
|
| In loss position | | (100 | ) | | (20 | ) |
| Cash (due to) broker | | (67 | ) | | (253 | ) |
| | Current asset | 23 |
| | 88 |
|
| | | | | |
| Forward contracts, corn | Current liability | 911 |
| | 1,526 |
|
| | | | | |
| Net futures, options, and forward contracts | | $ | (888 | ) | | $ | (1,438 | ) |
The net realized and unrealized gains and losses on the Company’s derivative contracts for the years ended September 30, 2017 and 2016 consist of the following:
|
| | | | | | | | |
| | Statement of Operations Classification | September 30, 2017 | | September 30, 2016 |
| Net realized and unrealized (gains) losses related to: | (in 000's) | | (in 000's) |
| | | | | |
| Forward purchase contracts (corn) | Cost of Goods Sold | $ | 1,590 |
| | $ | 6,468 |
|
| Futures and option contracts (corn) | Cost of Goods Sold | (1,980 | ) | | (6,008 | ) |
| Futures and option contracts (ethanol) | Revenue | — |
| | 429 |
|
Inventory
Inventory is stated at the lower of average cost or net realizable value. In the valuation of inventories and purchase commitments, net realizable value is defined as estimated selling price in the ordinary course of business less reasonable predictable costs of completion, disposal and transportation.
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the following estimated useful lives:
|
| |
| Buildings | 40 Years |
| Process Equipment | 10 - 20 Years |
| Office Equipment | 3-7 Years |
Maintenance and repairs are charged to expense as incurred; major improvements are capitalized.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows from operations are less than the carrying value of the asset group. An impairment loss would be measured by the amount by which the carrying value of the asset exceeds the fair value of the asset. Management has determined there were no events or changes in circumstances that required an impairment evaluation during Fiscal 2017 or Fiscal 2016.
Income Taxes
The Company has elected to be treated as a partnership for federal and state income tax purposes and generally does not incur income taxes. Instead, the Company’s earnings and losses are included in the income tax returns of the members. Therefore, no provision or liability for federal or state income taxes has been included in these financial statements.
Management has evaluated the Company’s tax positions under the Financial Accounting Standards Board issued guidance on accounting for uncertainty in income taxes and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance.
Fair value of financial instruments
The carrying amounts of cash and cash equivalents, derivative financial instruments, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short term nature of these instruments.
The put option liability consists of an agreement between the Company and ICM that contains a conditional obligation to repurchase feature. In accordance with accounting for put options as a liability, the Company calculated the fair value of the put option under Level 3, using a valuation model called the Monte Carlo Simulation. Using this model, the estimated value at September 30, 2017 and 2016 was 5.7 million and $6.1 million, respectively.
The carrying amount of the notes payable approximates fair value, as the interest rate is a floating rate. The terms are consistent with those available in the market as of September 30, 2017 and 2016, using level 3 inputs.
Income Per Unit
Basic income per unit is calculated by dividing net income by the weighted average units outstanding for each period. Diluted income per unit is adjusted for convertible debt, using the treasury stock method and the put option using the reverse treasury stock method. In Fiscal 2016, the put option did not impact diluted income per unit as it was anti-dilutive. Basic earnings and diluted per unit data were computed as follows (in thousands except per unit data):
|
| | | | | | | |
| | Twelve Months Ended |
| | September 30, 2017 | | September 30, 2016 |
| Numerator: | | | |
| Net income for basic earnings per unit | $ | 13,445 |
| | $ | 5,093 |
|
| Change in fair value of put option liability | $ | (400 | ) | | $ | — |
|
| Net income for diluted earnings per unit | $ | 13,045 |
| | $ | 5,093 |
|
| | | | |
| Denominator: | | | |
| Weighted average units outstanding - basic | 13,327 |
| | 13,327 |
|
| Weighted average units outstanding - diluted | 14,394 |
| | 13,327 |
|
| Income per unit - basic | $ | 1,008.85 |
| | $ | 382.16 |
|
| Income per unit - diluted | $ | 906.28 |
| | $ | 382.16 |
|
Recently Issued Accounting Pronouncements
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The new standard will be effective for us on October 1, 2018. The Company expects to have enhanced disclosures, but does not expect the new standard to have a material impact on the Company's financial statements.
Leases
In February 2016, FASB issued ASU 2016-02 "Leases” ("ASU 2016-02"). ASU 2016-02 requires the recognition of lease assets and lease liabilities by lessees for all leases greater than one year in duration and classified as operating leases under previous GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and for interim periods within that
fiscal year. We will not implement ASU 2016-02 until October 2019, when Fiscal 2020 starts. The Company does not expect the new standard to have a material impact on the Company's financial statements.
Interest - Imputation of Interest
In April 2015, the Financial Accounting Standards Board issued ASU 2015-03 that simplifies the presentation of debt issuance costs and requires that debt issuance costs related to a recognized debt liability be presented in the statement of financial position as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This was adopted for the presentation of 2017 financial documents, and we made reclassifications to the 2016 financial statements to conform with the 2017 presentation. There was no impact on financial position or results of operations.
Note 3: Inventory
Inventory is comprised of the following at:
|
| | | | | | | |
| | September 30, 2017 |
| | September 30, 2016 |
|
| | (in 000's) | | (in 000's) |
| Raw Materials - corn | $ | 4,010 |
| | $ | 2,924 |
|
| Supplies and Chemicals | 4,149 |
| | 3,293 |
|
| Work in Process | 1,486 |
| | 1,271 |
|
| Finished Goods | 3,569 |
| | 2,449 |
|
| Total | $ | 13,214 |
| | $ | 9,937 |
|
Note 4: Members’ Equity
At September 30, 2017 and 2016 outstanding member units were:
|
| | | | | | |
| | | September 30, 2017 | | September 30, 2016 |
| A Units | | 8,993 |
| | 8,993 |
|
| B Units | | 3,334 |
| | 3,334 |
|
| C Units | | 1,000 |
| | 1,000 |
|
| | | 13,327 |
| | 13,327 |
|
The Series A, B and C unit holders all vote on certain matters with equal rights. The Series C unit holders as a group have the right to elect one Board member. The Series B unit holders as a group have the right to elect the number of Board members which bears the same proportion to the total number of Directors in relation to Series B outstanding units to total outstanding units. Based on this calculation, the Series B unit holders have the right to elect two Board members. Series A unit holders as a group have the right to elect the four remaining Directors not elected by the Series C and B unit holders.
Note 5: Revolving Loan/Credit Agreements
FCSA/CoBank
During Fiscal 2014, the Company entered into a credit agreement with Farm Credit Services of America, FLCA (“FCSA”) and CoBank, ACB, as cash management provider and agent (“CoBank”) which provides the Company with a term loan in the amount of $30,000,000 (the “Term Loan”) and a revolving term loan in the amount of up to $36,000,000 (the “Revolving Term Loan ", and together with the Term Loan, the “FCSA Credit Facility”). The FCSA Credit Facility is secured by a security interest on all of the Company’s assets.
The Term Loan provides for payments by the Company to FCSA of quarterly installments of $1,500,000, which began on December 20, 2014 with a maturity date of September 20, 2019. The Revolving Term Loan has a maturity date of June 1, 2023 and requires annual reductions in principal availability of $6,000,000 commencing on June 1, 2020. Under the FCSA Credit Facility, the Company has the right to select from the several LIBOR based interest rate options with respect to each of the Term Loan and the Revolving Term Loan.
As of September 30, 2017, there was $16.1 million outstanding under the FCSA Credit Facility, with $31.9 million available under the Revolving Term Loan.
Financing costs associated with the Credit Agreement Facility are recorded at cost and include expenditures directly related to securing debt financing. The Company amortizes financing costs using the effective interest method over the term of the related debt. In 2017, we adopted ASU number 2015-03 to recognize the financing costs as a direct deduction from the carrying amount of the debt liability. The 2016 statements were revised to reflect this reclassification.
Note 6: Notes Payable
|
| | | | | | | |
| Notes payable consists of the following (in 000's): | | | |
| | | | |
| | September 30, 2017 | | September 30, 2016 |
| Term loan bearing interest at LIBOR plus 3.35% (4.59% at September 30, 2017) | $ | 12,000 |
| | $ | 18,000 |
|
| Revolving term loan bearing interest at LIBOR plus 3.35% (4.59% at September 30 2017) | 4,100 |
| | 9,361 |
|
| Other with interest rates from 3.50% to 4.15% and maturities through 2022 | 3,666 |
| | 4,183 |
|
| | 19,766 |
| | 31,544 |
|
| Less Current Maturities | 6,538 |
| | 6,517 |
|
| Less Financing Costs, net of amortization | 202 |
| | 273 |
|
| Total Long Term Debt | 13,026 |
| | 24,754 |
|
Approximate aggregate maturities of notes payable as of September 30, 2017 are as follows (in 000's): |
| | | |
| 2018 | $ | 6,538 |
|
| | |
| 2019 | 6,560 |
|
| | |
| 2020 | 579 |
|
| | |
| 2021 | 589 |
|
|
|
| 2022 | 1,400 |
|
|
|
| 2023 and Thereafter | 4,100 |
|
|
|
| Total | $ | 19,766 |
|
Note 7: Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company used various methods including market, income and cost approaches. Based on these approaches, the Company often utilized certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observable inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy.
The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
| |
| Level 1 - | Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities. |
| |
| Level 2 - | Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. |
| |
| Level 3 - | Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. |
A description of the valuation methodologies used for instruments measured at fair value, including the general classifications of such instruments pursuant to the valuation hierarchy, is set below.
Put Option liability. The put option liability consists of an agreement between the Company and ICM that contains a conditional obligation to repurchase feature. In accordance with accounting for put options as a liability, the Company calculated the fair value of the put option under Level 3, using a valuation model called the Monte Carlo Simulation.
Derivative financial statements. Commodity futures and exchange traded options are reported at fair value utilizing Level 1 inputs. For these contracts, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes and live trading levels from the Chicago Mercantile Exchange (“CME”) market. Ethanol contracts are reported at fair value utilizing Level 2 inputs from third-party pricing services. Forward purchase contracts are reported at fair value utilizing Level 2 inputs. For these contracts, the Company obtains fair value measurements from local grain terminal values. The fair value measurements consider observable data that may include live trading bids from local elevators and processing plants which are based off the CME market.
The following table summarizes financial instruments measured at fair value on a recurring basis as of September 30, 2017 and 2016, categorized by the level of the valuation inputs within the fair value hierarchy: (dollars in '000s)
|
| | | | | | | | | | | |
| | September 30, 2017 |
| | Level 1 | | Level 2 | | Level 3 |
| Assets: | | | | | |
| Derivative financial instruments | $ | 190 |
| | $ | — |
| | $ | — |
|
| | | | | | |
| Liabilities: | | | | | |
| Derivative financial instruments | 100 |
| | 911 |
| | — |
|
| Put Option Liability | — |
| | — |
| | 5,700 |
|
| | | | | | |
| |
|
| | September 30, 2016 |
| | Level 1 | | Level 2 | | Level 3 |
| Assets: | | | | | |
| Derivative financial instruments | $ | 361 |
| | $ | — |
| | $ | — |
|
| | | | | | |
| Liabilities: | | | | | |
| Derivative financial instruments | 20 |
| | 1,526 |
| | — |
|
| Put Option Liability | — |
| | — |
| | 6,100 |
|
The following table summarizes the assumptions used in computing the fair value of the put option subject to fair value:
|
| | | | | | | |
| | September 30, 2017 |
| | September 30, 2016 |
|
| Expected dividend yield | — |
| | — |
|
| Risk-free interest rate | 1.34 | % | | 0.63 | % |
| Expected volatility | 26 | % | | 32 | % |
| Expected life (years) | 1.25 |
| | 1.25 |
|
| Exercise price | $ | 10,897 |
| | $ | 10,897 |
|
| Company unit price | $ | 5,670 |
| | $ | 5,200 |
|
The following table reflects the activity for liabilities measured at fair value using Level 3 inputs as of September 30, 2017:
|
| | | | | | | |
| | September 30, 2017 | | September 30, 2016 |
| Beginning Balance | $ | 6,100 |
| | $ | 5,640 |
|
| Change in Value | (400 | ) | | 460 |
|
| Ending Balance | $ | 5,700 |
| | $ | 6,100 |
|
Note 8: Incentive Compensation
The Company has an equity incentive plan which provides that the Board of Directors may make awards of equity appreciation units (“EAU”) and equity participation units (“EPU”) to employees from time to time, subject to vesting provisions as determined for each award. There are no EAUs outstanding. The EPUs are valued in accordance with the agreement which is based on the book value per unit of the Company. The Company had 83.3 unvested EPUs outstanding under this plan as of September 30, 2017, which will vest three years from the dates of the awards.
During the Fiscal 2017 and 2016, the Company recorded compensation expense related to this plan of approximately $342,000 and $191,000, respectively. As of September 30, 2017 and 2016, the Company had a liability of approximately $844,000 and $502,000, respectively, recorded within accrued expenses on the balance sheet. The incentive compensation expense to be recognized in future periods at September 30, 2017 and 2016 was $252,000 and $215,000, respectively.
Note 9: Related Party Transactions and Major Customers
Related Party Transactions
Bunge
On December 5, 2014, the Company entered into an Amended and Restated Ethanol Purchase Agreement (the “Ethanol Agreement”) with Bunge. Under the Ethanol Agreement, the Company has agreed to sell Bunge all of the ethanol produced by the Company, and Bunge has agreed to purchase the same. The Company will pay Bunge a percentage marketing fee for ethanol sold by Bunge, subject to a minimum and maximum annual fee. The initial term of the Ethanol Agreement expires on December 31, 2019, however it will automatically renew for one five-year term unless Bunge provides the Company with notice of election to terminate. The Company has incurred ethanol marketing expenses of $1.5 million in each year for Fiscal 2017 and 2016, under the Ethanol Agreement.
On June 26, 2009, the Company executed a Railcar Agreement with Bunge for the lease of 325 ethanol cars and 300 hopper cars which are used for the delivery and marketing of ethanol and distillers grains. In November 2016, we reduced the number of leased ethanol cars to 323 and in both November 2013 and January 2015 we reduced the number of hopper cars by one for a total of 298 leased hopper cars). Under the Railcar Agreement, the Company leases railcars for terms lasting 120 months and continuing on a month to month basis thereafter. The Railcar Agreement will terminate upon the expiration of all railcar leases. Expenses under this agreement were $4.0 million and $4.4 million for the Fiscal 2017 and 2016, net of subleases and accretion, respectively. In November 2016, the Company entered into a sublease for 96 hoppers with Bunge that is set to expire on March 24, 2019. The Company has subleased another 92 hopper cars to unrelated third parties, which expires March 25, 2019. The Company continues to work with Bunge to determine the need for ethanol and hopper cars in light of current market conditions, and the expected conditions in 2017 and beyond. The Company believes we will be able to fully utilize our fleet of hopper cars in the future, to allow us to cost-effectively ship distillers grains to distant markets, primarily the export markets.
On December 5, 2014, the Company and Bunge entered into an Amended and Restated Distiller’s Grain Purchase Agreement (the “ DG Purchase Agreement ”). Under the DG Purchase Agreement, Bunge will purchase all distiller’s grains produced by the Company, and will receive a marketing fee based on the net sale price of distillers grains, subject to a minimum and maximum annual fee. The initial term of the DG Purchase Agreement expires on December 31, 2019 and will automatically renew for one additional five year term unless Bunge provides notice of election to the Company to terminate. The Company has incurred distillers grains marketing expenses of $1.1 million and $1.3 million during Fiscal 2017 and 2016, respectively.
The Company and Bunge also entered into an Amended and Restated Grain Feedstock Agency Agreement on December 5, 2014 (the “ Agency Agreement ”). The Agency Agreement provides that Bunge will procure corn for the Company, the Company will pay Bunge a per bushel fee, subject to a minimum and maximum annual fee. The initial term of the Agency Agreement expires on December 31, 2019 and will automatically renew for one additional five year term unless Bunge provides notice of election to the Company to terminate. Expenses for corn procurement by Bunge were $0.7 million for each year of the fiscal years ended September 30, 2017 and 2016. The Company has outstanding corn contracts of 181 thousand bushels with a $620 thousand liability as of September 30, 2017, and 258 thousand bushels with a $900 thousand liability as of September 30, 2016 included in derivative financial instruments liability on the balance sheet.
Starting with the 2015 crop year, the Company is using corn containing Syngenta Seeds, Inc.’s proprietary Enogen® technology (“ Enogen Corn ”) for a portion of its ethanol production needs. The Company contracts directly with growers to produce Enogen Corn for sale to the Company. The Company has contracted for 28,900 acres of Enogen corn for Fiscal 2018. Concurrent with the Agency Agreement, the Company and Bunge entered into a Services Agreement regarding corn purchases (the “ Services Agreement ”). Under this agreement, the Company originates all Enogen Corn contracts for its facility and Bunge assists the Company with certain administrative matters related to Enogen Corn, including facilitating delivery to the facility. The Company pays Bunge a per bushel service fee. The initial term of the Services Agreement expires on December 31, 2019 and will automatically renew for one additional five year term unless Bunge provides notice of election to the Company to terminate. Expenses under the Services Agreement are included as part of the Amended and Restated Grain Feedstock Agency Agreement discussed above.
ICM
In connection with the payoff of the ICM subordinated debt, the Company entered into the SIRE ICM Unit Agreement dated December 17, 2014 (the “ Unit Agreement ”). Under the Unit Agreement, the Company granted ICM the right to sell to the
Company its 1,000 Series C and 18 Series A Membership Units (the “ ICM Units ”) commencing anytime during the earliest of several alternative dates and events at the greater of $10,897 per unit or the fair market value (as defined in the agreement) on the date of exercise. The Company recorded a liability of $5.6 million (included in long-term liabilities) in 2015, and recorded an additional expense of $460 thousand in Fiscal 2016, and in Fiscal 2017 reduced expense by $400 thousand in conjunction with this put right under the Unit Agreement (the "Loss from debt extinguishment" and the "Change in fair value of put option liability" ). See Note 7 Fair Value Measurement, for the terms of this agreement.
Major Customers
The Company is party to the Ethanol Agreement and the Distillers Grain Purchase Agreement with Bunge for the exclusive marketing, selling, and distributing of all of the ethanol and distillers grains produced by the Company. The Company has expensed $2.6 million and $2.8 million in marketing fees under these agreements for Fiscal 2017 and 2016, respectively. Revenues with this customer were $208.8 million and $214.5 million, respectively, for Fiscal 2017 and 2016. Trade accounts receivable due from Bunge were $11.5 million and $13.1 million as of September 30, 2017 and 2016, respectively.
Note 10: Commitments
The Company has entered into a steam contract with an unrelated party under which the vendor agreed to provide the steam required by the Company, up to 475,000 pounds per hour. The Company agreed to pay a net energy rate for all steam provided under the contract as well as a monthly demand charge. The net energy rate is set for the first three years then adjusted each year beginning on the third anniversary date. The steam contract was renewed effective January 1, 2013, and will remain in effect until November 30, 2024. Expenses under this agreement for the years ended September 30, 2017 and 2016 were $5.1 million and $3.7 million, respectively.
The Company leases certain equipment, railcars, vehicles, and operating facilities under non-cancellable operating leases that expire on various dates through 2019. The future minimum lease payments required under these leases (net of sublease income) are $4.6 million in 2018, and $2.1 million in 2019. Rent expense (net of sublease income) related to operating leases for the years ended September 30, 2017 and 2016 was $4.6 million and $4.7 million, respectively. Non Related party sublease totals were $0.7 million in each year for 2017 and 2016. The majority of the future minimum lease payments are due to Bunge. Future sublease income is due from unrelated third parties.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
| |
| (a) | Documents filed as part of this Report. |
Balance Sheets
Statements of Operations
Statements of Members’ Equity
Statements of Cash Flows
Notes to Financial Statements
| |
| (b) | The following exhibits are filed herewith or incorporated by reference as set forth below: |
|
| | |
| | | |
| | | |
| | Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) executed by the Principal Executive Officer. (filed herewith) |
| | | |
| | Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) executed by the Principal Financial Officer. (filed herewith) |
| | | |
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| | |
| | | SOUTHWEST IOWA RENEWABLE ENERGY, LLC |
| | | |
| Date: | April 3, 2018 | /s/ Brian T. Cahill |
| | | Brian T. Cahill, President and Chief Executive Officer |
| | | |
| Date: | April 3, 2018 | /s/ Brett L. Frevert |
| | | Brett L. Frevert, CFO and Principal Financial Officer |
