PART I FINANCIAL INFORMATION
Item 1. Financial Statements
RED TRAIL ENERGY, LLC
Condensed Balance Sheets
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ASSETS
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December 31, 2013
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September 30, 2013
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(Unaudited)
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Current Assets
|
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Cash and equivalents
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$
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1,411,686
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$
|
1,000
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Restricted cash
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743,166
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153,210
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Accounts receivable, primarily related party
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3,196,076
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4,048,686
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Other receivables
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256,259
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42,472
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Inventory
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14,068,097
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12,189,693
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Prepaid expenses
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244,389
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76,428
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Total current assets
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19,919,673
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16,511,489
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Property, Plant and Equipment
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Land
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836,428
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836,428
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Land improvements
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4,127,372
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4,127,372
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Buildings
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5,498,862
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5,492,612
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Plant and equipment
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77,739,675
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77,660,841
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Construction in progress
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108,210
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25,885
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88,310,547
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88,143,138
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Less accumulated depreciation
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36,982,783
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35,949,952
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Net property, plant and equipment
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51,327,764
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52,193,186
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Other Assets
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Debt issuance costs, net of amortization
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59,525
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64,046
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Investment in RPMG
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605,000
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605,000
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Patronage equity
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2,413,140
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2,325,640
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Deposits
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41,500
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41,500
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Total other assets
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3,119,165
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3,036,186
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Total Assets
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$
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74,366,602
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$
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71,740,861
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Notes to Unaudited Condensed Financial Statements are an integral part of this Statement.
RED TRAIL ENERGY, LLC
Condensed Balance Sheets
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LIABILITIES AND MEMBERS' EQUITY
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December 31, 2013
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September 30, 2013
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(Unaudited)
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Current Liabilities
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Disbursements in excess of bank balances
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$
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—
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$
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3,126,883
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Accounts payable
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4,273,259
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3,577,647
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Accrued expenses
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5,853,761
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1,052,314
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Commodities derivative instruments, at fair value
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565,320
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48,638
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Accrued loss on firm purchase commitments (see note 7)
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90,000
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203,000
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Current maturities of long-term debt
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2,449,637
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2,949,977
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Total current liabilities
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13,231,977
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10,958,459
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Long-Term Liabilities
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Notes payable
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14,120,784
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17,836,281
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Contracts payable
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275,000
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275,000
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Total long-term liabilities
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14,395,784
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18,111,281
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Members’ Equity (40,148,160 Class A Membership Units issued and outstanding)
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46,738,841
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42,671,121
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Total Liabilities and Members’ Equity
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$
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74,366,602
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$
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71,740,861
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Notes to Unaudited Condensed Financial Statements are an integral part of this Statement.
RED TRAIL ENERGY, LLC
Statements of Operations (Unaudited)
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Three Months Ended
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Three Months Ended
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December 31, 2013
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December 31, 2012
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(Unaudited)
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(Unaudited)
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Revenues, primarily related party
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$
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33,785,964
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$
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42,258,878
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Cost of Goods Sold
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Cost of goods sold
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29,163,305
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40,826,626
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Lower of cost or market inventory adjustment
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—
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249,000
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Loss on firm purchase commitments
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—
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636,000
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Total Cost of Goods Sold
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29,163,305
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41,711,626
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Gross Profit
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4,622,659
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547,252
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General and Administrative Expenses
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471,087
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526,247
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Operating Income
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4,151,572
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21,005
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Other Income (Expense)
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Interest income
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8,003
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9,262
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Other income
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76,736
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37,415
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Interest expense
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(168,591
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)
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(238,991
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)
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Total other income (expense), net
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(83,852
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)
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(192,314
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)
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Net Income (Loss)
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$
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4,067,720
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$
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(171,309
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)
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Weighted Average Units Outstanding
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Basic
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40,148,160
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40,163,160
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Diluted
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40,148,160
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40,168,160
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Net Income Per Unit
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Basic
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$
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0.10
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$
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—
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Diluted
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$
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0.10
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$
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—
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Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.
RED TRAIL ENERGY, LLC
Condensed Statements of Cash Flows (Unaudited)
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Three Months Ended
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Three Months Ended
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December 31, 2013
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December 31, 2012
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Cash Flows from Operating Activities
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(Unaudited)
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(Unaudited)
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Net income (loss)
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$
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4,067,720
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$
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(171,309
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)
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Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
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Depreciation and amortization
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1,037,352
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1,007,987
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Change in fair value of derivative instruments
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516,683
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234,760
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Lower of cost or market inventory adjustment
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—
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249,000
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Gain on disposal of fixed assets
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—
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(20,796
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)
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Loss on firm purchase commitments
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—
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636,000
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Noncash patronage equity
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(87,500
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)
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(87,500
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)
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Change in operating assets and liabilities:
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Restricted cash
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(589,956
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)
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(295,372
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)
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Accounts receivable
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852,610
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(425,016
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)
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Other receivables
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(213,787
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)
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(15,891
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)
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Inventory
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(1,878,404
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)
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(6,316,267
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)
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Prepaid expenses
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(167,961
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)
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(133,083
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)
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Accounts payable
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695,612
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1,675,474
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Accrued expenses
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4,801,446
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2,831,914
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Accrued purchase commitment losses
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(113,000
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)
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—
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Net cash provided by (used in) operating activities
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8,920,815
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(830,099
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)
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Cash Flows from Investing Activities
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Proceeds from disposal of fixed assets
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—
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160,250
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Capital expenditures
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(167,409
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)
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(54,485
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)
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Net cash (used in) provided by investing activities
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(167,409
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)
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105,765
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Cash Flows from Financing Activities
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Disbursements in excess of bank balances
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(3,126,883
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)
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582,443
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Loan fees
|
—
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|
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(9,925
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)
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Net payments on short-term borrowings
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(3,708,000
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)
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|
826,000
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Debt repayments
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(507,837
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)
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(674,184
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)
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Net cash (used in) provided by financing activities
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(7,342,720
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)
|
|
724,334
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Net Increase in Cash and Equivalents
|
1,410,686
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|
—
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Cash and Equivalents - Beginning of Period
|
1,000
|
|
|
1,000
|
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|
Cash and Equivalents - End of Period
|
$
|
1,411,686
|
|
|
$
|
1,000
|
|
|
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|
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Supplemental Disclosure of Cash Flow Information
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Interest paid net of swap settlements
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$
|
179,743
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|
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$
|
240,940
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|
Notes to Unaudited Condensed Financial Statements are an integral part of this Statement.
RED TRAIL ENERGY, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2013
The accompanying condensed unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 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 fiscal year ended September 30, 2013, contained in the Company's Annual Report on Form 10-K.
In the opinion of management, the interim condensed unaudited financial statements reflect all adjustments considered necessary for fair presentation. The adjustments made to these statements consist only of normal recurring adjustments. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2014.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Red Trail Energy, LLC, a North Dakota limited liability company (the “Company”), owns and operates a
50 million
gallon annual name-plate production ethanol plant near Richardton, North Dakota (the “Plant”).
Accounting Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. 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. Significant items subject to such estimates and assumptions include the useful lives of property, plant and equipment, valuation of derivatives, inventory, patronage equity and purchase commitments, the analysis of long-lived assets impairment and other contingencies. Actual results could differ from those estimates.
Net Income (Loss) Per Unit
Net income (loss) per unit is calculated on a basic and fully diluted basis using the weighted average units outstanding during the period.
2. DERIVATIVE INSTRUMENTS
Commodity Contracts
As part of its hedging strategy, the Company may enter into ethanol, soybean oil, and corn commodity-based derivatives in order to protect cash flows from fluctuations caused by volatility in commodity prices in order to protect gross profit margins from potentially adverse effects of market and price volatility on ethanol sales, corn oil sales, and corn purchase commitments where the prices are set at a future date. These derivatives are not designated as effective hedges for accounting purposes. For derivative instruments that are not accounted for as hedges, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. Ethanol derivative fair market value gains or losses are included in the results of operations and are classified as revenue and corn derivative changes in fair market value are included in cost of goods sold.
RED TRAIL ENERGY, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2013
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As of:
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December 31, 2013 (unaudited)
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September 30, 2013
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Contract Type
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|
# of Contracts
|
Notional Amount (Qty)
|
Fair Value
|
|
# of Contracts
|
Notional Amount (Qty)
|
Fair Value
|
|
Corn futures
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
80
|
|
400,000
|
|
bushels
|
$
|
(48,638
|
)
|
|
Corn options
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
|
Ethanol futures
|
|
50
|
|
2,100,000
|
|
gal
|
$
|
(565,320
|
)
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
|
Total fair value
|
|
|
|
|
$
|
(565,320
|
)
|
|
|
|
|
$
|
(48,638
|
)
|
|
Amounts are recorded separately on the balance sheet - negative numbers represent liabilities
|
The following tables provide details regarding the Company's derivative financial instruments at December 31, 2013 and September 30, 2013:
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Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
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|
Balance Sheet - as of December 31, 2013 (unaudited)
|
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Asset
|
|
Liability
|
|
Commodity derivative instruments, at fair value
|
|
$
|
—
|
|
|
$
|
565,320
|
|
|
Total derivatives not designated as hedging instruments for accounting purposes
|
|
$
|
—
|
|
|
$
|
565,320
|
|
|
|
|
|
|
|
|
Balance Sheet - as of September 30, 2013
|
|
Asset
|
|
Liability
|
|
Commodity derivative instruments, at fair value
|
|
$
|
—
|
|
|
$
|
48,638
|
|
|
Total derivatives not designated as hedging instruments for accounting purposes
|
|
$
|
—
|
|
|
$
|
48,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations Income/(Expense)
|
|
Location of gain (loss) in fair value recognized in income
|
|
Amount of gain(loss) recognized in income during the three months ended December 31, 2013 (unaudited)
|
|
Amount of gain (loss) recognized in income during the three months ended December 31, 2012 (unaudited)
|
|
Corn derivative instruments
|
|
Cost of Goods Sold
|
|
$
|
749,375
|
|
|
$
|
302,528
|
|
|
Ethanol derivative instruments
|
|
Revenue
|
|
(565,320
|
)
|
|
—
|
|
|
Soybean oil derivative instruments
|
|
Revenue
|
|
—
|
|
|
3,084
|
|
|
Total
|
|
|
|
$
|
184,055
|
|
|
$
|
305,612
|
|
3. INVENTORY
Inventory is valued at lower of cost or market. Inventory values as of December 31, 2013 and September 30, 2013 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2013
(unaudited)
|
|
September 30, 2013
|
|
Raw materials, including corn, chemicals and supplies
|
|
$
|
9,474,763
|
|
|
$
|
7,510,059
|
|
|
Work in process
|
|
785,233
|
|
|
1,056,340
|
|
|
Finished goods, including ethanol and distillers grains
|
|
2,112,711
|
|
|
1,951,155
|
|
|
Spare parts
|
|
1,695,390
|
|
|
1,672,139
|
|
|
Total inventory
|
|
$
|
14,068,097
|
|
|
$
|
12,189,693
|
|
RED TRAIL ENERGY, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2013
Lower of cost or market adjustments for the three months ended December 31, 2013 and 2012 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended December 31, 2013 (unaudited)
|
|
For the three months ended December 31, 2012 (unaudited)
|
|
Loss on firm purchase commitments
|
|
$
|
—
|
|
|
$
|
636,000
|
|
|
Loss on lower of cost or market adjustment for inventory on hand
|
|
—
|
|
|
249,000
|
|
|
Total loss on lower of cost or market adjustments
|
|
$
|
—
|
|
|
$
|
885,000
|
|
The Company has entered into forward corn purchase contracts under which it is required to take delivery at the contract price. At the time the contracts were created, the price of the contract approximated market price. Subsequent changes in market conditions could cause the contract prices to become higher or lower than market prices. As of December 31, 2013, the average price of corn purchased under certain fixed price contracts, that had not yet been delivered, was close to approximated market price. Based on this information, the Company has an estimated loss on firm purchase commitments of
$0
and
$636,000
for the three months ended December 31, 2013 and 2012, respectively. The loss is recorded in “Loss on firm purchase commitments” on the statements of operations. The amount of the loss was determined by applying a methodology similar to that used in the impairment valuation with respect to inventory. Given the uncertainty of future ethanol prices, this loss may or may not be recovered, and further losses on the outstanding purchase commitments could be recorded in future periods.
The Company recorded inventory valuation impairments of
$0
and
$249,000
for the three months ended December 31, 2013 and 2012, respectively. The impairments, as applicable, were attributable primarily to decreases in market prices of corn and ethanol. The inventory valuation impairment was recorded in “Lower of cost or market adjustment” on the statements of operations.
4. BANK FINANCING
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2013 (unaudited)
|
|
September 30, 2013
|
|
Long-term notes payable under loan agreement to bank
|
|
$
|
16,500,000
|
|
|
$
|
20,708,000
|
|
|
Capital lease obligations (Note 6)
|
|
70,421
|
|
|
78,258
|
|
|
Total Long-Term Debt
|
|
16,570,421
|
|
|
20,786,258
|
|
|
Less amounts due within one year
|
|
2,449,637
|
|
|
2,949,977
|
|
|
Total Long-Term Debt Less Amounts Due Within One Year
|
|
$
|
14,120,784
|
|
|
$
|
17,836,281
|
|
The Company's notes payable consist of a term loan and a long-term revolver (LTR). As of December 31, 2013, the variable interest rate on both the term loan and the LTR was
3.74%
. Both of these loans mature on April 16, 2017.
The Company also has a
$10,000,000
operating line-of-credit that matures on April 15, 2014. At December 31, 2013, the Company had
$0
drawn on this line-of-credit leaving a balance of
$10,000,000
available. The variable interest rate was
3.68%
for amounts drawn on the operating line of credit.
|
|
|
|
|
|
|
|
|
Scheduled debt maturities for the twelve months ending December 31
|
|
Totals
|
|
|
|
|
|
2014
|
|
$
|
2,449,637
|
|
|
2015
|
|
2,041,784
|
|
|
2016
|
|
2,000,000
|
|
|
2017
|
|
10,079,000
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
16,570,421
|
|
RED TRAIL ENERGY, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2013
As of December 31, 2013, the Company was in compliance with all of its debt covenants.
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense
|
|
For the three months ended December 31, 2013 (unaudited)
|
|
For the three months ended December 31, 2012 (unaudited)
|
|
Interest expense on long-term debt
|
|
$
|
168,591
|
|
|
$
|
238,991
|
|
|
Total interest expense
|
|
$
|
168,591
|
|
|
$
|
238,991
|
|
5. FAIR VALUE MEASUREMENTS
The following table provides information on those assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2013 and September 30, 2013, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement Using
|
|
|
Carrying Amount as of December 31, 2013 (unaudited)
|
|
Fair Value as of December 31, 2013 (unaudited)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
Commodities derivative instruments
|
$
|
565,320
|
|
|
$
|
565,320
|
|
|
$
|
565,320
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement Using
|
|
|
Carrying Amount as of September 30, 2013
|
|
Fair Value as of September 30, 2013
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
Commodities derivative instruments
|
$
|
48,638
|
|
|
$
|
48,638
|
|
|
$
|
48,638
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total
|
$
|
48,638
|
|
|
$
|
48,638
|
|
|
$
|
48,638
|
|
|
$
|
—
|
|
|
$
|
—
|
|
The fair value of the corn, ethanol and soybean oil derivative instruments is based on quoted market prices in an active market.
Financial Instruments Not Measured at Fair Value
The estimated fair value of the Company's long-term debt, including the short-term portion, at December 31, 2013 and September 30, 2013 approximated the carrying value of approximately
$16.6 million
and
$20.8 million
, respectively. Fair value was estimated using estimated variable market interest rates as of December 31, 2013. The fair values and carrying values consider the terms of the related debt and exclude the impacts of debt discounts and derivative/hedging activity.
6. LEASES
The Company leases equipment under operating and capital leases through January 2020. The Company is generally responsible for maintenance, taxes, and utilities for leased equipment. Equipment under operating lease includes a locomotive and rail cars. Rent expense for operating leases was approximately
$129,000
and
$138,000
for the three months ended December 31, 2013 and 2012, respectively. Equipment under capital leases consists of office equipment and plant equipment.
RED TRAIL ENERGY, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2013
Equipment under capital leases is as follows at:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
December 31, 2013
(unaudited)
|
|
September 30, 2013
|
|
Equipment
|
|
$
|
564,377
|
|
|
$
|
564,377
|
|
|
Less accumulated amortization
|
|
(59,303
|
)
|
|
(49,894
|
)
|
|
Net equipment under capital lease
|
|
$
|
505,074
|
|
|
$
|
514,483
|
|
At December 31, 2013, the Company had the following minimum commitments, which at inception had non-cancelable terms of more than one year. Amounts shown below are for the 12 months period ending December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Leases
|
|
Capital Leases
|
|
2014
|
|
$
|
471,049
|
|
|
$
|
28,637
|
|
|
2015
|
|
328,560
|
|
|
41,784
|
|
|
2016
|
|
218,015
|
|
|
—
|
|
|
2017
|
|
208,920
|
|
|
—
|
|
|
2018
|
|
109,810
|
|
|
—
|
|
|
Thereafter
|
|
109,200
|
|
|
—
|
|
|
Total minimum lease commitments
|
|
$
|
1,445,554
|
|
|
70,421
|
|
|
Less amount representing interest
|
|
|
|
—
|
|
|
Present value of minimum lease commitments included in current maturities of long-term debt on the balance sheet
|
|
|
|
$
|
70,421
|
|
7. COMMITMENTS AND CONTINGENCIES
Firm Purchase Commitments for Corn
To ensure an adequate supply of corn to operate the Plant, the Company enters into contracts to purchase corn from local farmers and elevators. At December 31, 2013, the Company had various fixed price contracts for the purchase of approximately
2.9 million
bushels of corn. Using the stated contract price for the fixed price contracts, the Company had commitments of approximately
$12.6 million
related to the
2.9 million
bushels under contract. The Company also has a contract with Modern Grain Inc. in Hebron to purchase
1 million
bushels of corn. The purchase price for these bushels will be set at the time of purchase at the July index price less basis. The deadline for pricing these
1 million
bushels is June 20, 2014. No purchase date has been set at this time.
8. RELATED-PARTY TRANSACTIONS
The Company has balances and transactions in the normal course of business with various related parties for the purchase of corn, sale of distillers grains and sale of ethanol. The related parties include unit holders, members of the board of governors of the Company, and RPMG, Inc. (“RPMG”). Significant related party activity affecting the financial statements is as follows:
RED TRAIL ENERGY, LLC
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
(unaudited)
|
|
September 30, 2013
|
|
Balance Sheet
|
|
|
|
|
|
Accounts receivable
|
|
$
|
3,196,076
|
|
|
$
|
3,562,404
|
|
|
Accounts payable and disbursements in excess of bank balances
|
|
1,464,130
|
|
|
872,827
|
|
|
|
|
|
|
|
|
|
|
For the three months ended December 31, 2013 (unaudited)
|
|
For the three months ended December 31, 2012 (unaudited)
|
|
Statement of Operations
|
|
|
|
|
|
Revenues
|
|
$
|
33,053,641
|
|
|
$
|
33,531,926
|
|
|
Realized gain on corn hedge
|
|
827,500
|
|
|
—
|
|
|
Cost of goods sold
|
|
562,849
|
|
|
747,603
|
|
|
General and administrative
|
|
15,181
|
|
|
34,687
|
|
|
Inventory Purchases
|
|
$
|
2,623,661
|
|
|
$
|
6,432,118
|
|
9. UNCERTAINTIES IMPACTING THE ETHANOL INDUSTRY AND OUR FUTURE OPERATIONS
The Company has certain risks and uncertainties that it experiences during volatile market conditions, which can have a severe impact on operations. The Company's revenues are derived from the sale and distribution of ethanol and distillers grains to customers primarily located in the United States. Corn for the production process is supplied to the plant primarily from local agricultural producers and from purchases on the open market. The Company's operating and financial performance is largely driven by prices at which the Company sells ethanol and distillers grains and by the cost at which it is able to purchase corn for operations. The price of ethanol is influenced by factors such as prices, supply and demand, weather, government policies and programs, and unleaded gasoline and the petroleum markets, although since 2005 the prices of ethanol and gasoline began a divergence with ethanol selling 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.
The Company's financial performance is highly dependent on the Federal Renewable Fuels Standard ("RFS") which requires that a certain amount of renewable fuels must be used each year in the United States. Corn based ethanol, such as the ethanol the Company produces, can be used to meet a portion of the RFS requirement. In November 2013, the EPA issued a proposed rule which would reduce the RFS for 2014, including the RFS requirement related to corn based ethanol. The EPA proposed rule was subject to a comment period which expired in January 2014. If the EPA reduces the ethanol use requirement of the RFS, it may have a significant negative impact on the Company's financial performance.
The Company anticipates that the results of operations during the remainder of fiscal 2014 will continue to be affected by volatility in the commodity markets. The volatility is due to various factors, including uncertainty with respect to the availability and supply of corn, increased demand for grain from global and national markets, speculation in the commodity markets, demand for corn from the ethanol industry and drought conditions currently being experienced by much of the United States.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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
December 31, 2013
, compared to the same period of the prior fiscal year. This discussion should be read in conjunction with the condensed financial statements, notes and information contained in the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2013
.
Forward Looking Statements
This report contains forward-looking statements that involve future events, our future performance and our 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:
|
|
|
|
•
|
Reduction in ethanol demand due to a decrease or elimination of the ethanol use requirement in the Federal Renewable Fuels Standard;
|
|
|
|
|
•
|
Fluctuations in the price and market for ethanol, distillers grains and corn oil;
|
|
|
|
|
•
|
Availability and costs of products and raw materials, particularly corn and coal;
|
|
|
|
|
•
|
Changes in the environmental regulations that apply to our plant operations and our ability to comply with such regulations;
|
|
|
|
|
•
|
Ethanol supply exceeding demand and corresponding ethanol price reductions impacting our ability to operate profitably and maintain a positive spread between the selling price of our products and our raw material costs;
|
|
|
|
|
•
|
Our ability to generate and maintain sufficient liquidity to fund our operations, meet debt service requirements and necessary capital expenditures;
|
|
|
|
|
•
|
Our ability to continue to meet our loan covenants;
|
|
|
|
|
•
|
Limitations and restrictions contained in the instruments and agreements governing our indebtedness;
|
|
|
|
|
•
|
Results of our hedging transactions and other risk management strategies;
|
|
|
|
|
•
|
Changes and advances in ethanol production technology; and
|
|
|
|
|
•
|
Competition from alternative fuels and alternative fuel additives.
|
Overview
Red Trail Energy, LLC, a North Dakota limited liability company (the "Company," "Red Trail," or "we," "our," or "us"), owns and operates a 50 million gallon annual name-plate production ethanol plant near Richardton, North Dakota. Our revenues are derived from the sale and distribution of our ethanol, distillers grains and corn oil primarily in the continental United States. Corn is our largest cost component and our profitability is highly dependent on the spread between the price of corn and the price of ethanol.
Results of Operations for the Three Months Ended
December 31, 2013
and
2012
The following table shows the results of our operations and the percentages of revenues, cost of goods sold, general and administrative expenses and other items to total revenues in our unaudited statements of operations for the three months ended
December 31, 2013
and
2012
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, 2013 (Unaudited)
|
|
Three Months Ended
December 31, 2012 (Unaudited)
|
|
Statement of Operations Data
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Revenues
|
$
|
33,785,964
|
|
|
100.00
|
|
|
$
|
42,258,878
|
|
|
100.00
|
|
|
Cost of Goods Sold
|
29,163,305
|
|
|
86.32
|
|
|
41,711,626
|
|
|
98.71
|
|
|
Gross Profit
|
4,622,659
|
|
|
13.68
|
|
|
547,252
|
|
|
1.29
|
|
|
General and Administrative Expenses
|
471,087
|
|
|
1.39
|
|
|
526,247
|
|
|
1.25
|
|
|
Operating Income
|
4,151,572
|
|
|
12.29
|
|
|
21,005
|
|
|
0.05
|
|
|
Other Expense
|
(83,852
|
)
|
|
(0.25
|
)
|
|
(192,314
|
)
|
|
(0.46
|
)
|
|
Net Income (Loss)
|
$
|
4,067,720
|
|
|
12.04
|
|
|
$
|
(171,309
|
)
|
|
(0.41
|
)
|
The following table shows additional data regarding production and price levels for our primary inputs and products for the three months ended
December 31, 2013
and
2012
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months ended December 31, 2013 (unaudited)
|
|
Three Months ended
December 31, 2012
(unaudited)
|
|
Production:
|
|
|
|
|
|
Ethanol sold (gallons)
|
|
12,359,493
|
|
|
13,925,421
|
|
|
Dried distillers grains sold (tons)
|
|
28,674
|
|
|
28,068
|
|
|
Modified distillers grains sold (tons)
|
|
18,410
|
|
|
24,496
|
|
|
Corn oil sold (pounds)
|
|
2,646,860
|
|
|
2,205,800
|
|
|
Revenues:
|
|
|
|
|
|
Ethanol average price per gallon (net of hedging)
|
|
$
|
2.10
|
|
|
$
|
2.21
|
|
|
Dried distillers grains average price per ton
|
|
189.15
|
|
|
262.18
|
|
|
Modified distillers grains average price per ton
|
|
80.43
|
|
|
124.35
|
|
|
Corn oil average price per pound
|
|
0.27
|
|
|
0.33
|
|
|
Primary Inputs:
|
|
|
|
|
|
Corn ground (bushels)
|
|
4,876,288
|
|
|
5,216,972
|
|
|
Costs of Primary Inputs:
|
|
|
|
|
|
Corn average price per bushel (net of hedging)
|
|
$
|
4.63
|
|
|
$
|
6.69
|
|
|
Other Costs (per gallon of ethanol sold):
|
|
|
|
|
|
Chemical and additive costs
|
|
$
|
0.113
|
|
|
$
|
0.086
|
|
|
Denaturant cost
|
|
0.052
|
|
|
0.052
|
|
|
Electricity cost
|
|
0.055
|
|
|
0.049
|
|
|
Direct labor cost
|
|
0.046
|
|
|
0.044
|
|
Revenue
Our revenue was significantly lower for our quarter ended
December 31, 2013
compared to the same period of
2012
due to a combination of lower prices for our products and decreased production. Our production was lower during our quarter ended
December 31, 2013
compared to the same period of
2012
due to more plant downtime during the 2013 period. During our quarter ended
December 31, 2013
, approximately
76.8%
of our total revenue was derived from ethanol sales, approximately
20.4%
was from distillers grains sales and approximately
2.1%
was from corn oil sales. During our quarter ended
December 31, 2012
, approximately
72.9%
of our total revenue was derived from ethanol sales, approximately
24.6%
was from distillers grains sales and approximately
1.7%
was from corn oil sales.
Management attributes the decrease in ethanol prices during our quarter ended
December 31, 2013
compared to the same period of
2012
with lower commodity prices generally, including lower corn prices. In recent years, as corn prices decrease, it has resulted in lower ethanol prices. Further, due to uncertainty regarding future ethanol demand which may result if the ethanol use requirement in the Federal Renewable Fuels Standard (RFS) is reduced or eliminated, ethanol prices have been trending lower. Ethanol prices have been supported by recent increases in ethanol exports which may have resulted from the lower market ethanol prices. Despite the decrease in ethanol prices, we have experienced favorable operating margins as the decrease in our revenues has been less than the decrease in our cost of goods sold. Management expects further volatility in ethanol prices as the market seeks to use only so much ethanol as is necessary until the uncertainty regarding the RFS is resolved. Management anticipates that ethanol exports will continue to play a pivotal role in ethanol prices during our 2014 fiscal year. If ethanol exports fall off, especially at a time when domestic ethanol demand is lower, it may result in lower ethanol prices and unfavorable operating conditions in the ethanol industry.
We experienced a decrease in the price we received for our distillers grains during our quarter ended
December 31, 2013
compared to the same period of
2012
, primarily due to significantly lower corn prices which resulted from the record corn crop which was harvested in the fall of 2013. Since distillers grains are typically used as a feed substitute for corn and soybean meal, when corn prices decrease it typically results in lower distillers grains demand and prices. Management anticipates that distillers grains prices will continue to track corn prices. We sold less tons of distillers grains during our quarter ended
December 31, 2013
compared to the same period of
2012
, due to a combination of decreased total production at the ethanol plant along with increased
corn oil production. When we extract more corn oil from our distillers grains, it results in less tons of distillers grains we have to sell. Management believes that the increased revenue we experience from corn oil sales more than makes up for the lost volume of distillers grains that we have available to sell. Further, management does not believe that the removal of the corn oil has a significant negative impact on the value of our distillers grains on a per ton basis.
The total pounds of corn oil we sold was higher during our quarter ended
December 31, 2013
compared to the same period of
2012
, despite the decrease in total production we experienced during the 2013 period. Management attributes this increase in corn oil sales with improved efficiency operating our corn oil extraction equipment. Corn oil prices were lower during our quarter ended
December 31, 2013
compared to the same period of
2012
due to less corn oil demand from the biodiesel industry and lower corn prices. Management anticipates continued lower corn oil prices as the supply of corn oil continues to increase with relatively stable corn oil demand.
Cost of Goods Sold
Our cost of goods sold is primarily made up of corn and energy expenses. Our cost of goods sold as a percentage of revenues was
86.3
% for the three months ended
December 31, 2013
as compared to
98.7
% for the same period in
2012
. The decrease in our cost of goods sold as a percentage of revenue was due to general improvements in our operating margins during the 2013 period, primarily due to a significant decrease in our corn costs.
Corn Costs
Our cost of goods sold related to corn was significantly lower for our quarter ended
December 31, 2013
as compared to the same period in
2012
due to decreased corn consumption from our decreased production along with lower corn prices. Market corn prices have been lower recently due to the record corn crop which was harvested in the fall of 2013. Management anticipates that corn prices will remain lower during our 2014 fiscal year due to increased corn supplies and uncertainty regarding corn demand, especially due to recent efforts to reduce the ethanol use requirement in the RFS which may reduce corn demand and prices further.
From time to time we enter into forward purchase contracts for our commodity purchases and sales. At
December 31, 2013
, we have forward corn purchase contracts for various delivery periods through July 2014 for a total commitment of approximately $12.6 million, and we had approximately 2.1 million gallons of ethanol futures. We also had a commitment to purchase 1 million bushels of corn at December 31, 2013 which had not yet been priced. The price for these bushels of corn will be set when they are purchased at the July 2014 index price less basis.
Coal Costs
We purchase the coal needed to power our ethanol plant from a supplier under a long-term contract. Our coal costs were higher during the three month period ended
December 31, 2013
compared to the same period of 2012, primarily due to an increase in the unit cost of coal along with increased transportation costs. Our coal consumption was lower during the quarter ended
December 31, 2013
as compared to the same period in
2012
due to implementation of our flue gas recirculation project and decreased production.
General and Administrative Expenses
Our general and administrative expense was lower for the three months ended
December 31, 2013
compared to the same period of
2012
due to timing issues related to when we paid certain expenses as well as the fact that we had less outside consulting services during the 2013 period.
Other Income/Expense
The change in our other income/expense during the quarter ended
December 31, 2013
and the same period in
2012
was primarily related to having more other income and less interest expense during the 2013 period compared to the 2012 period.
Changes in Financial Condition for the Three Months Ended
December 31, 2013
Current Assets
. We had more cash on our balance sheet at
December 31, 2013
compared to
September 30, 2013
due to our improved profitability during our first quarter of 2014. Our commodities broker was holding more cash in our margin account at
December 31, 2013
compared to
September 30, 2013
due to risk management positions we had in place at
December 31, 2013
.
We had less accounts receivable at
December 31, 2013
compared to
September 30, 2013
due primarily to lower prices for our products. We had more inventory on hand at
December 31, 2013
compared to
September 30, 2013
due to a combination of increased gallons of ethanol inventory and more bushels of corn inventory, partially offset by lower ethanol and corn prices. We experienced some difficulty securing railcars during December 2013 which resulted in higher than normal ethanol inventory at
December 31, 2013
.
Property, Plant and Equipment
. The gross value of our property, plant and equipment was comparable at
December 31, 2013
and
September 30, 2013
. However, the net value of our property, plant and equipment was lower at
December 31, 2013
due to depreciation.
Other Assets
. Our other assets were higher at
December 31, 2013
compared to
September 30, 2013
due to an increase in our patronage equity in our electricity provider which is a cooperative.
Current Liabilities
. Due to our improved profitability, we had no disbursements in excess of our bank balances as of
December 31, 2013
compared to approximately $3.1 million in disbursements in excess of bank balances at
September 30, 2013
. Our accounts payable was higher at
December 31, 2013
compared to
September 30, 2013
due to our increased corn inventory purchases. We had significantly more in accrued expenses at
December 31, 2013
compared to
September 30, 2013
due to deferred corn payments. Many of our corn suppliers defer corn payments for tax purposes until after December 31st each year. We made these deferred corn payments early in January 2014. We had less current maturities of long-term debt at
December 31, 2013
compared to
September 30, 2013
due to amounts we paid on our long-term revolving loan during our first fiscal quarter of 2014.
Long-term Liabilities
. Our long-term liabilities were lower at
December 31, 2013
compared to
September 30, 2013
, due to scheduled quarterly loan payments we made during our first fiscal quarter of 2014 along with payments we made on our long-term revolving loan.
Liquidity and Capital Resources
Based on financial forecasts performed by our management, we anticipate that we will have sufficient cash from our current credit facilities and cash from our operations to continue to operate the ethanol plant for the next 12 months. Should we experience unfavorable operating conditions in the future, we may have to secure additional debt or equity sources for working capital or other purposes.
The following table shows cash flows for the
three months
ended
December 31, 2013
and
2012
:
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|
|
|
|
|
|
|
|
|
|
|
|
|
2013
(unaudited)
|
|
2012
(unaudited)
|
|
Net cash provided by (used in) operating activities
|
|
$
|
8,920,815
|
|
|
$
|
(830,099
|
)
|
|
Net cash (used in) provided by investing activities
|
|
(167,409
|
)
|
|
105,765
|
|
|
Net cash (used in) provided by financing activities
|
|
(7,342,720
|
)
|
|
724,334
|
|
|
Net increase in cash
|
|
$
|
1,410,686
|
|
|
$
|
—
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
1,411,686
|
|
|
$
|
1,000
|
|
Cash Flow from Operations
Our operations provided more cash during the
three month
period ended
December 31, 2013
compared to the same period in
2012
due to improved operating margins. We also used less cash for inventory during the
three month
period ended
December 31, 2013
compared to the same period in
2012
due to a combination of reduced corn and ethanol prices. We had more deferred corn payments during the 2013 period which benefited our cash position during the 2013 period.
Cash Flow From Investing Activities
We used more cash for capital expenditures during the
three month
period ended
December 31, 2013
compared to the same period in
2012
related to ordinary repair and replacement at the ethanol plant. We also sold a residence adjacent to the ethanol plant during the 2012 period which provided cash from investing activities.
Cash Flow from Financing Activities
We used significantly more cash for financing activities during the
three month
period ended
December 31, 2013
compared to the same period in
2012
, primarily due to increased debt repayments we made and the reduction in the disbursements we had outstanding in excess of our cash balances during the 2013 period.
Our liquidity, results of operations and financial performance will be impacted by many variables, including the market price for commodities such as, but not limited to, corn, ethanol and other energy commodities, as well as the market price for any co-products generated by the facility and the cost of labor and other operating costs. Assuming future relative price levels for corn, ethanol and distillers grains remain consistent, we expect operations to generate adequate cash flows to maintain operations.
Capital Expenditures
The Company had approximately $108,000 in construction in progress as of
December 31, 2013
related to costs associated with a project to research converting the plant to use natural gas. During the three months ended
December 31, 2013
, the Company placed in service approximately $85,000 in capital projects with the majority of these costs related to additional costs for the scrubber and slurry pump projects.
Capital Resources
Short-Term Debt Sources
The Company has a revolving line-of-credit of $10,000,000 with $0 drawn on this line-of-credit as of
December 31, 2013
. This revolving line-of-credit matures on April 15, 2014. The variable interest rate on this line-of-credit is 3.5% over the one-month LIBOR with a rate of 3.68% as of
December 31, 2013
.
Long-Term Debt Sources
As of
December 31, 2013
, our long-term debt consisted of a term loan and a long-term revolving line-of-credit. The following table summarizes our long-term debt instruments with our senior lender.
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Balance (Millions)
|
|
Interest Rate
|
|
Estimated
|
|
|
|
Term Note
|
|
December 31, 2013 (Unaudited)
|
|
September 30, 2013
|
|
December 31, 2013 (Unaudited)
|
|
September 30, 2013
|
|
Quarterly
Principal
Payment Amounts
|
|
Notes
|
|
Term Note
|
|
$
|
16.5
|
|
|
$
|
17.0
|
|
|
3.74
|
%
|
|
3.77
|
%
|
|
$
|
500,000
|
|
|
1, 2
|
|
Long-Term Revolving Note
|
|
—
|
|
|
3.71
|
|
|
3.74
|
%
|
|
3.77
|
%
|
|
$
|
125,000
|
|
|
1, 2, 3
|
Notes
1 - Maturity date of April 2017.
2 - Variable interest rate at 3.5% over the three-month LIBOR, reset quarterly.
3 - Quarterly payments are equal to required quarterly reductions in total available/principal payments of $125,000.
Restrictive Covenants
We are subject to a number of covenants and restrictions in connection with our credit facilities, including:
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|
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|
•
|
Providing FNBO with current and accurate financial statements;
|
|
|
|
|
•
|
Maintaining certain financial ratios including minimum working capital and fixed charge coverage ratio;
|
|
|
|
|
•
|
Maintaining adequate insurance;
|
|
|
|
|
•
|
Making, or allowing to be made, any significant change in our business or tax structure;
|
|
|
|
|
•
|
Limiting our ability to make distributions to members; and
|
|
|
|
|
•
|
Maintaining a threshold of capital expenditures.
|
As of
December 31, 2013
, we were in compliance with our loan covenants.
Industry Support
North Dakota Grant
In 2006, we entered into a contract with the State of North Dakota through the Industrial Commission for a lignite coal grant not to exceed $350,000. We received $275,000 from this grant during 2006 with this amount currently shown in the long-term liability section of our Balance Sheet as Contracts Payable. Because we have not met the minimum lignite usage requirements specified in the grant for any year in which the plant has operated, we expect to have to repay the grant and are awaiting instructions from the Industrial Commission as to the terms of the repayment schedule. This repayment could begin at some point in 2014, but as of
December 31, 2013
we have not received any instructions from the Industrial Commission.
Critical Accounting Estimates
Our most critical accounting policies, which are those that require significant judgment, include policies related to the carrying amount of property, plant and equipment; valuation of derivatives, inventory and purchase commitments of inventory. An in-depth description of these can be found in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013. For valuation allowances related to firm purchase commitments of inventory, please refer to the disclosures in Note 3 of the Notes to the Unaudited Condensed Financial Statements in this Quarterly Report. Management has not changed the method of calculating and using estimates and assumptions in preparing our condensed financial statements in accordance with generally accepted accounting principles. There have been no changes in the policies for our accounting estimates for the quarter ended
December 31, 2013
.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to the impact of market fluctuations associated with interest rates and commodity prices as discussed below. We have no exposure to foreign currency risk as all of our business is conducted in U.S. Dollars. We use derivative financial instruments as part of an overall strategy to manage market risk. We use cash, futures and option contracts to hedge changes to the commodity prices of corn and ethanol. We do not enter into these derivative financial instruments for trading or speculative purposes, nor do we designate these contracts as hedges for accounting purposes pursuant to the requirements of Generally Accepted Accounting Principles ("GAAP").
Commodity Price Risk
We expect to be exposed to market risk from changes in commodity prices. Exposure to commodity price risk results from our dependence on corn in the ethanol production process and the sale of ethanol.
We enter into fixed price contracts for corn purchases on a regular basis. It is our intent that, as we enter into these contracts, we will use various hedging instruments (puts, calls and futures) to maintain a near even market position. For example, if we have 1 million bushels of corn under fixed price contracts we would generally expect to enter into a short hedge position to offset our price risk relative to those bushels we have under fixed price contracts. Because our ethanol marketing company (RPMG) is selling substantially all of the gallons it markets on a spot basis we also include the corn bushel equivalent of the ethanol we have produced that is inventory but not yet priced as bushels that need to be hedged.
Although we believe our hedge positions will accomplish an economic hedge against our future purchases, they are not designated as hedges for accounting purposes, which would match the gain or loss on our hedge positions to the specific commodity purchase being hedged. We use fair value accounting for our hedge positions, which means as the current market price of our hedge positions changes, the gains and losses are immediately recognized in our cost of sales. The immediate recognition of hedging gains and losses under fair value accounting can cause net income to be volatile from quarter to quarter and year to year due to the timing of the change in value of derivative instruments relative to the cost of the commodity being hedged. However, it is likely that commodity cash prices will have the greatest impact on the derivatives instruments with delivery dates nearest the current cash price.
As of
December 31, 2013
, we had approximately 2.9 million bushels of corn under fixed price contracts. As of
December 31, 2013
we did not have an accrual for a loss on firm purchase commitments related to these corn contracts.
It is the current position of our ethanol marketing company, RPMG, that under current market conditions selling ethanol in the spot market will yield the best price for our ethanol. RPMG will, from time to time, contract a portion of the gallons they market with fixed price contracts.
We estimate that our expected corn usage will be between 18 million and 20 million bushels per calendar year for the production of approximately 50 million to 54 million gallons of ethanol. As corn prices move in reaction to market trends and information, our income statements will be affected depending on the impact such market movements have on the value of our derivative instruments.
To manage our coal price risk, we entered into a coal purchase agreement with our supplier to supply us with coal, fixing the price at which we purchase coal. If we are unable to continue buying coal under this agreement, we may have to buy coal in the open market.
Interest Rate Risk
We are exposed to market risk from changes in interest rates on our senior debt which bears variable interest rates. We anticipate that a hypothetical 1% change in the interest rate on our senior debt as of
December 31, 2013
, would cause an adverse change to our income in the amount of approximately $165,000 for a 12 month period.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures.
Our management, including our President and Chief Executive Officer (the principal executive officer), Gerald Bachmeier, along with our Chief Financial Officer, (the principal financial officer), Jodi Johnson, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of
December 31, 2013
. Based on 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.
For the fiscal quarter ended
December 31, 2013
, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.