We prepared the following discussion and analysis to help you better understand our financial condition, changes in our financial condition, and results of operations for the three-month period ended April 30, 2009. This discussion should be read in conjunction with the financial statements and notes and the information contained in our annual report on Form 10-K for the fiscal year ended October 31, 2008.
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,” “will,” “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, including, but not limited to, those business risks and factors described elsewhere in this report, in our other Securities and Exchange Commission filings, as well as those listed below.
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| • | Overcapacity within the biodiesel industry; |
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| • | The ability of any company we may acquire, invest in or merge with to effectively operate its plant and manage its business; |
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| • | Changes in our business strategy, capital improvements or development plans; |
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| • | Lack of member approval and regulatory consent to acquire, merge with or invest in another company that owns an existing biodiesel plant; |
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| • | Lack of or inability to obtain definitive agreements to acquire, merge with or invest in another company that owns a constructed biodiesel plant; |
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| • | Availability and costs of feedstock, particularly soy oil, animal fats and corn oil; |
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| • | Changes in the price and market for biodiesel and glycerin; |
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| • | Our ability to successfully complete an acquisition, merger with or investment in a plant which owns a completed biodiesel plant; |
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| • | Changes in or elimination of governmental laws, tariffs, trade or other controls or enforcement practices such as national, state or local energy policy; federal biodiesel tax incentives; or environmental laws and regulations that apply to the plant operations of any company we may invest in or merge with and their enforcement; |
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| • | Changes in general economic conditions impacting the availability and price of vegetable oils and animal fats; |
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| • | Total U.S. consumption of diesel; |
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| • | The imposition of tariffs or other duties on biodiesel imported into Europe; |
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| • | Continuing decrease in the demand for biodiesel; |
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| • | Changes in soy-based biodiesel’s qualification under the Renewable Fuels Standard as a result of the Environmental Protection Agency’s preliminary tests indicating soy-based biodiesel’s failure to satisfy the required reduction of greenhouse gas emissions; |
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| • | Weather changes, strikes, transportation or production problems causing supply interruptions or shortages affecting the availability and price of feedstock; |
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| • | Changes in interest rates or the availability of credit; |
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| • | Our ability to generate free cash flow to invest in our business; |
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| • | Our potential liability resulting from future litigation; |
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| • | General economic conditions; |
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| • | Changes and advances in biodiesel production technology; |
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| • | Competition from other alternative fuels; and |
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| • | Other factors described elsewhere in this report. |
We undertake no duty to update these forward looking statements, even though our situation may change in the future. Furthermore, we cannot guarantee future results, events, 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 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
Soy Energy, LLC was organized as an Iowa limited liability company by filing articles of organization with the Iowa Secretary of State on December 15, 2005. We initially anticipated constructing a biodiesel plant with a production capacity of 15 million gallons per year using technology provided by Best Energies, Inc. (“Best Energies”) in Marcus, Iowa. However, given the current downturn in economic and market conditions, combined with Best Energies’ inability to make a $5,000,000 equity contribution, Management determined in October 2008 that obtaining the financing to construct our plant would not likely be feasible. Management is now exploring its options to acquire, invest in or merge with a company that owns a constructed biodiesel plant. Currently, our principal place of business is located at P.O. Box 663, 222 N. Main St., Marcus, Iowa 51035.
We previously entered into a Phase 2 Agreement and an Agreement for Pre-Construction Services with Renewable Energy Group, Inc. of Ames, Iowa (“REG”). Our board of directors subsequently determined it was in the best interest of the company to change our design-builder to Bratney Companies (“Bratney”). We paid REG $2,500,000 under our Phase 2 and Pre-Construction Services Agreements. We requested that REG immediately refund $2,200,000 and provide us an itemized list of performed services for the remaining $300,000. We initially received a $2,200,000 refund and subsequently received $250,000 back from REG. We paid $1,500,000 of the refunded amount to Bratney, as a deposit, under our Phase I Design Services Agreement.
In June 2007, we signed a design-build agreement with Bratney for the design and construction of a 30 million gallon per year biodiesel facility. We agreed to a guaranteed maximum price of $48,855,000 to construct the plant. On March 6, 2008, we gave notice to Bratney that we were terminating the design-build agreement, as Management believed that the biodiesel plant as designed would not be profitable to operate due to the high cost of soybean oil and increasing costs of animal fats. Management decided to pursue a different biodiesel plant design utilizing Best Energies technology for a 15 million gallon per year plant, in order to reduce anticipated construction and future operating costs of our biodiesel plant. We paid Bratney approximately $13,659,000 for design and construction related services associated with the biodiesel plant. On July 25, 2008, we executed a termination agreement with Bratney, which settled certain issues we had with Bratney regarding the termination of the design-build agreement. In the termination agreement, Bratney agreed to refund $4,500,000, including amounts for construction assets returned, previously paid under the design-build agreement and to provide certain documents and information necessary for us to continue developing our project. We received the $4,500,000 from Bratney on July 25, 2008. Additionally, we executed a redemption agreement with Bratney pursuant to which Bratney agreed to return its 750 membership units for cash and a non-cash settlement of approximately $750,000 of construction-in-progress as part of the termination agreement.
On April 10, 2008, we held our 2008 annual member meeting, at which our members approved pursuing the use of Best Energies technology for the biodiesel plant and reducing the initial production capacity of the biodiesel plant from 30 million gallons per year to 15 million gallons per year. We believed that the cost to construct the Best Energies biodiesel plant would be approximately $32,334,000. We have never entered into a definitive agreement with Best Energies, and in October 2008 management determined it was no longer feasible to construct our own biodiesel plant.
Because we no longer plan to construct our plant, any funds we have expended in our construction and plant development efforts were deemed a loss. From our inception to April 30, 2009, we have incurred accumulated losses of approximately $7,275,000. Since we have not commenced any operations, we do not yet have comparable income, production or sales data.
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Liquidity and Capital Resources
Plan of Operations
We expect to spend the next 12 months focused primarily on negotiating, obtaining member approval, filing the necessary reports with the Securities and Exchange Commission and closing on an acquisition, merger or investment in a company that owns a constructed biodiesel plant. Until we have a more definitive plan to acquire, merge with, or invest in another company, we do not have an estimate of the costs for this new business plan. There can be no assurance that we will enter into definitive agreements for any such transaction, or that we will be able to obtain the necessary member or regulatory approval, if needed, for any such transaction.
Of the $30,668,000 we raised in equity during our offering registered with the state of Iowa, we have total assets remaining of approximately $23,920,000 as of April 30, 2009, consisting primarily of approximately $20,313,000 of cash and equivalents and assets held for sale of approximately $3,557,000. We are currently working to sell the assets held for sale, which include two boilers and three centrifuges, which were acquired in our earlier efforts to construct a biodiesel plant. Because we do not have any definitive agreements for the acquisition of, merger with, or investment in another company that owns an existing biodiesel plant, and we are still exploring our options for such types of transactions, we are uncertain of what amount of resources we will need to go forward with this business plan. We do anticipate, however, that any acquisition, merger or investment we may enter into will result in transferring a significant portion of our assets as a result of such transaction.
Sources and Uses of Funds
Below is a table showing our sources of funds and our estimated use of proceeds on our attempts to construct our own plant. We anticipate that a significant amount of our remaining funds will be used to acquire, invest in, or merge with a company that owns an existing biodiesel plant, although we have not obtained member approval (which will likely be necessary) and have not executed definitive documents regarding such a transaction.
ESTIMATED USE OF PROCEEDS
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Use of Proceeds | | Amount | |
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Equity Proceeds Raised | | $ | 31,782,000 | (1) |
Estimated Proceeds Used in Development and Partial Construction of a
Biodiesel Facility in Marcus, Iowa and Continuing Administrative Costs | | | 11,628,016 | (2) |
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Estimated Proceeds Remaining to Acquire, Invest in, or Merge with, Another Company | | $ | 20,153,984 | (3) |
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(1) This amount is our total equity proceeds less the redemption agreement for 750 units we executed with Bratney and our offering costs of approximately $186,000. The primary costs we incurred in raising capital included legal fees, accounting fees, printing and distribution costs, and meeting costs.
(2) We believe these amounts represent a reasonable estimate of the proceeds we used as of April 30, 2009 on construction, building and facilities, purchase of machinery and equipment and purchases of real estate related to our attempt to construct a biodiesel facility in Marcus, Iowa plus ongoing administrative costs we have associated with operating our business until an acquisition, investment or merger with another company is closed.
(3) This amount is our current cash and equivalents, less our accounts payable. If we sell some of the assets we have held for sale, then this will increase the proceeds remaining to invest in or merge with another company.
Site Acquisition and Development
We purchased approximately 35 acres for our plant site near Marcus, Iowa in Cherokee County. In August 2007, we commenced construction of our biodiesel plant. In November 2007, we suspended all construction related activities on our plant while we sought the debt financing we needed to complete construction of the plant. Upon completing approximately 10% of the construction of our biodiesel plant, in October 2008, Management determined that it would not likely be feasible to complete construction of the biodiesel plant due to current economic conditions and our lack of financing. We may be unable to sell the site and the construction completed at a profit, or at all, and we may be unable to transfer such equipment and land as a part of any acquisition, investment or merger we may complete. Due to the significant changes we made to our project, we recorded an impairment charge during our quarter ended October 31, 2008 in the value of constructed and construction in process assets of approximately $6,923,000, a portion of which is from the site we purchased.
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Plant Construction and Start-Up of Plant Operations
Plant Construction Activity
Construction of the plant in Marcus, Iowa was approximately 10% complete when Management determined completion of the construction was no longer feasible. In October 2008 we terminated our agreement with Best Energies because it notified us it was no longer able to commit a $5,000,000 equity contribution to the project. As a result of this and the current economic downturn, Management determined that obtaining financing to complete construction was not likely feasible and began exploring its options to acquire, invest in, or merge with a company that owns a constructed biodiesel plant.
Permitting and Costs and Effects of Compliance with Environmental Laws
Stanley Consultants, Inc. assisted us in obtaining our required permits. We previously obtained or were in the process of obtaining all of the required air, water, construction and other permits necessary to construct the plant and to operate the plant. Because we no longer anticipate completing the plant, we will likely lose any resources we have invested in applying for such permits. If we acquire, invest in, or merge with a company that does not have all necessary permits or if we have to re-apply to have such permits put in our name, we may expend additional funds on permitting.
Feedstock Procurement and Sale of Biodiesel
We anticipate that we will either: 1) acquire, merge with, or invest in a company that owns a completed biodiesel plant that has the technology to process corn oil, in addition to other feedstocks; or 2) require any company we acquire, merge with or invest in to agree to install corn oil processing technology as a part of such transaction.
We previously entered into a biodiesel marketing agreement with Eco Energy, Inc., however; Eco Energy, Inc. has terminated this agreement with us as of January 22, 2009 because we no longer intend to construct our own plant. We anticipate that any company we may acquire, invest in, or merge with will have a biodiesel marketing agreement in place and we may not have any input as to the terms of such agreement or we may not have the ability to change such terms. If any company we acquire, invest in, or merge with does not have a biodiesel marketing agreement in place, such lack of a marketer may reduce the company’s profitability and we may be unable to find a marketer or execute a marketing agreement on favorable terms.
Given the current economic downturn, lack of demand for biodiesel and high feedstock prices, many biodiesel plants are not currently operating at full capacity or have shut down temporarily or permanently. Therefore, any plant we may acquire, merge with, or invest in may not be operating at full capacity, or at all, at the time our transaction with any such company is complete. This could negatively affect the ability of any plant we may acquire, invest in, or merge with to operate profitably.
Trends and Uncertainties Impacting the Biodiesel Industry and Our Future Operations
Any company we may acquire, invest in, or merge with, will be subject to industry-wide factors that affect the operation of its biodiesel plant and financial performance. These factors include, but are not limited to, the available supply and cost of feedstock from which the biodiesel and glycerin will be processed; dependence on a biodiesel marketer and glycerin marketer to market and distribute its products, in the event such company utilizes outside marketers; the competitive nature of the biodiesel industry; possible legislation at the federal, state and/or local level; changes in federal tax incentives; the cost of complying with extensive environmental laws that regulate the biodiesel industry; the risk of decreased demand from European markets; and the biodiesel industry’s lack of market share and instability in the renewable fuels industry as a whole.
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We anticipate the revenues of any company we may acquire, merge with, or invest in, will consist of sales of biodiesel and glycerin. We expect biodiesel sales to constitute the bulk of its revenues. Although the price of diesel fuel has increased over the last several years, diesel fuel prices per gallon remain at levels below or equal to the price of biodiesel. In addition, other more cost-efficient domestic alternative fuels may be developed and displace biodiesel as an environmentally-friendly alternative. If diesel prices do not continue to increase or a new fuel is developed to compete with biodiesel, it may be difficult to market biodiesel, which could result in the loss of some or all of the value of our units. Further, if the supply of biodiesel increases from new biodiesel plants scheduled to begin production or from current plants beginning to operate at larger percentages of their capacities, then we do not expect current biodiesel prices to be sustainable in the long term and the industry will need to continue to grow demand to offset the increased supply brought to the market place by additional production.
Management believes that the current U.S. economic recession, the global economic downturn and the recent financial crisis that led to a collapse of a variety of major U.S. financial institutions and the federal government’s passage of bailout plans may also place downward pressure on the demand for fuel, including biodiesel. These factors have caused significant upheaval in the financial markets and economy of the United States, as well as abroad. Credit markets have tightened and lending requirements have become more stringent. The U.S. economy is in the midst of a recession, with increasing unemployment rates and decreasing retail sales. Commodity markets tumbled as a result of the economic turmoil, causing oil and other commodity prices to drop significantly. Management expects that these conditions may lead to a decline in biodiesel demand and it is uncertain for how long and to what extent these financial troubles may negatively affect biodiesel demand in the future.
In addition, demand could be depressed as a result of temporary anti-dumping and anti-subsidy tariffs imposed by the European Commission on all biodiesel produced in the United States. The tariffs went into effect March 13, 2009 and will remain in place until July 2009. At such time, the European Commission may determine to impose definitive tariffs, which could last for the next five years. According to the May 2009 issue of the Biodiesel Magazine, the tariffs result in an additional charge of between $30 to $265 per metric ton of biodiesel. If demand for biodiesel continues to decline, this could have a negative effect on the ability of any plant we may acquire, invest in, or merge with, to operate profitably.
We expect the results of operations of any company we may acquire, invest in, or merge with to benefit from federal and state biodiesel supports and tax incentives. Biodiesel has generally been more expensive to produce than petroleum-based diesel and, as a result, the biodiesel industry depends on such incentives to be competitive. Changes to these supports or incentives could significantly impact demand for biodiesel. The most significant of these are the Volumetric Ethanol Excise Tax Credit (VEETC), and the Renewable Fuels Standard (RFS), as amended by the Energy Independence and Security Act of 2007 (the Energy Independence Act). The VEETC creates a tax credit of $1.00 per gallon of biodiesel blended with petroleum diesel, but is set to expire on December 31, 2009. The amended RFS requires the use of 9 billion gallons of renewable fuel in 2008, increasing to 36 billion gallons of renewable fuel by 2022. The RFS further requires at least 500 million gallons of biodiesel and biomass-based diesel fuel be blended into the national diesel pool in 2009, increasing to 1 billion gallons by 2012. We anticipate that the RFS may increase demand for biodiesel in the long-term, as it sets a minimum usage requirement for biodiesel and other types of biomass-based diesel. However, the EPA recently issued preliminary findings that soy-based biodiesel fails to meet targets for reducing greenhouse emissions, as required under the RFS. The RFS requires that biodiesel reduce greenhouse gas emissions by 40 to 50% when compared to conventional diesel in order to count towards the RFS mandate. The EPA found soy-based biodiesel to reduce greenhouse gas emissions by only 22%. Biodiesel produced from animal fats was found to meet this greenhouse gas emissions reduction requirement. Thus, Management anticipates there may be increased demand for biodiesel produced from animal fats in order to contribute to the RFS mandate. There can be no assurance, however, that demand for biodiesel will be increased by the RFS, as amended by the Energy Independence Act. It is already estimated that national biodiesel production capacity far exceeds the 2012 biodiesel and biomass-based diesel use RFS mandate. Accordingly, there is no assurance that additional production of biodiesel and biomass-based diesel will not continually outstrip any additional demand for biodiesel that might be created by the RFS. We also anticipate that the majority of the renewable fuels utilized to satisfy the RFS will be primarily satisfied by corn-based ethanol and other types of ethanol, including cellulose-based ethanol.
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Quarterly Financial Results
At April 30, 2009, we had total assets of approximately $23,920,000 consisting primarily of cash and equivalents and assets held for sale. At April 30, 2009, we had current liabilities of approximately $164,000 consisting of our accounts payable and other accrued expenses. Total members’ equity at April 30, 2009, was approximately $23,757,000. Since our inception, we have generated no revenue from operations. For the three months ended April 30, 2009, we had a net loss of approximately $115,000.
Based upon our recent determination that building the plant would not likely be feasible due to our inability to obtain debt financing, we have begun to explore our options for using our funds to acquire, invest in, or merge with a company that owns a completed biodiesel plant. We have not yet entered into any definitive documents and are therefore unable to determine what the total cost of this new business plan will be and we do not currently have a capitalization plan in place for any acquisition, merger, or investment. We anticipate as we begin to negotiate definitive documents and narrow our options for an acquisition, investment, or merger, we will be able to develop a budget and estimated project cost for this new option. There can be no assurances that we will successfully negotiate definitive agreements for or close on any such acquisition, merger or investment. If we cannot complete such transaction, we may be forced to dissolve our company, in which case, the assets of the company will be distributed according to our operating agreement, which may result in a loss of your investment.
Sources of Funds
In December 2005, we sold a total of 1,500 units to our founding members at a price of $333.33 per unit and received aggregate proceeds of $500,000. In addition, in April 2006 we issued 1,600 units to our seed capital members at a price of $500 per unit and received aggregate proceeds of $800,000. We sold 30,668 units at a price of $1,000 per unit in our Iowa registered offering and received aggregate proceeds of $30,668,000. We broke escrow on our Iowa registered offering in June 2007. We incurred costs of raising capital of approximately $186,000 related to the equity proceeds raised. These costs primarily consisted of legal fees, professional fees and printing costs. In July 2008, we executed a redemption agreement with Bratney pursuant to which Bratney agreed to return its 750 membership units.
We determined the offering price for our founding members, seed capital and general offering units based upon the capitalization requirements necessary to fund our development, organization and financing activities as a development-stage company with plans to construct and operate a biodiesel plant. We did not rely upon any independent valuation, book value or other valuation criteria in determining the founding member, seed capital and general offering sales price per unit.
Debt Financing
In October 2008, Management determined it would not likely be feasible to obtain the necessary debt financing to complete construction of our biodiesel plant. We have therefore begun to explore opportunities to acquire, invest in, or merge with a company that owns a completed biodiesel plant. We are therefore exploring our options and have not entered into any definitive agreements and therefore are uncertain what debt financing, if any, would be necessary if we were to complete a merger, acquisition, with or investment in a company that owns a biodiesel plant.
Grants and Government Programs
Currently, there are limited numbers of grants, loans and forgivable loan programs available to biodiesel producers. We are uncertain what grants, loans and forgivable loan programs, if any, will be available and utilized by any company we may acquire, invest in, or merge with. Some combinations of programs are mutually exclusive. Funds that we have expended in applying for grants, loans and forgivable loan programs will likely be a loss, unless we can transfer those benefits as a result of any acquisition, merger, or investment we enter into, which is not likely. Any benefits we may have already received may have to be repaid because we no longer plan to complete construction of our plant.
Critical Accounting Estimates
Management uses estimates and assumptions in preparing our financial statements in accordance with Generally Accepted Accounting Principles. Those estimates and assumptions affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported revenues and expenses. Significant estimates include long-lived asset and assets held for sale impairment analysis.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is not required to provide the information required by this item because it is a smaller reporting company.
Item 4T. Controls and Procedures
Our management, including our Chief Executive Officer (the principal executive officer) Charles Sand, along with our Chief Financial Officer (the principal financial officer) Dallas Thompson, have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of April 30, 2009. Based upon this review and evaluation, these officers have concluded that our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting discussed below.
Due to the current operations and size of the Company, there is a lack of segregation of duties in certain functions. The Company is in the process of strengthening internal controls including enhancing our internal control systems and procedures to assure that this weakness is corrected and remediated. Accordingly, our executive officers and management believe that the financial statements included in this report present fairly in all material respects our financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control over Financial Reporting
Our management, including our principal executive officer and principal financial officer, have reviewed and evaluated any changes in our internal control over financial reporting that occurred during the period ended April 30, 2009 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
Item 1. Legal Proceedings
From time to time in the ordinary course of business, we may be named as a defendant in legal proceedings related to various issues, including without limitation, workers’ compensation claims, tort claims, or contractual disputes. We are not currently subject to any material legal proceeding or claims. Management does not believe that there are currently any material unasserted claims against us.
Item 1A. Risk Factors.
The Company is not required to provide the information required by this item because it is a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We did not sell any membership units during the three months ended April 30, 2009. None of our membership units were purchased by or on behalf of the Company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) of the Exchange Act) of the Company during the three months ended April 30, 2009.
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Net Proceeds | | $ | 31,782,000 | (1) |
Capital Expenditures and Construction Related Costs | | | (11,259,000 | ) |
Project Development Costs | | | (1,662,000 | )(2) |
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Balance | | $ | 18,861,000 | |
(1)This amount is our total equity proceeds less the redemption agreement for 750 units we executed with Bratney and our offering costs of approximately $186,000. The primary costs we incurred in raising capital included legal fees, accounting fees, printing and distribution costs, and meeting costs.
(2)This amount only reflects the funds we have expended as of April 30, 2009 on project development costs and does not include the approximately $1,295,000 we have received from interest on investments. The amount we have received from interest has offset the amount we expended, as reflected on our statement of cash flows and in the table “Estimated Use of Proceeds” above.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
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Item 6. Exhibits
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| (a) | The following exhibits are filed as part of this report. Exhibits previously filed are incorporated by reference, as noted. |
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Exhibit No. | | Exhibit |
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31.1 | | Certificate Pursuant to 17 CFR 240.13a-14(a). |
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31.2 | | Certificate Pursuant to 17 CFR 240.13a-14(a). |
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32.1 | | Certificate Pursuant to 18 U.S.C. § 1350. |
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32.2 | | Certificate Pursuant to 18 U.S.C. § 1350. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | SOY ENERGY, LLC |
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Date | June 15, 2009 | | /s/ Charles Sand |
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| | | Charles Sand |
| | | President and Chief Executive Officer |
| | | (Principal Executive Officer) |
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Date: | June 15, 2009 | | /s/ Dallas Thompson |
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| | | Dallas Thompson |
| | | Treasurer and Chief Financial Officer |
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