Item 1. Business.
General Overview
Lincolnway Energy, LLC is an Iowa limited liability company that operates a dry mill, coal fired ethanol plant , converted to natural gas in November 2014, located in Nevada, Iowa. Lincolnway Energy has been processing corn into fuel grade ethanol and distiller's grains at the ethanol plant since May 2006.
The ethanol plant has a nameplate production capacity of 50,000,000 gallons of ethanol per year, which, at that capacity, would also generate approximately 136,000 tons of distiller's grains per year. Lincolnway Energy anticipates, however, being able to operate the plant at anywhere from 9% to 14.5% above the nameplate production capacity. Lincolnway Energy produced at approximately14% over nameplate for the fiscal year ended September 30, 2014.
Lincolnway Energy extracts corn oil from the syrup that is generated in the production of ethanol. Lincolnway Energy estimates that it will produce approximately 5,000 tons of corn oil per year at the plant.
EPCO Carbon Dioxide Products, Inc. has a plant on Lincolnway Energy's site that collects the carbon dioxide that is produced as part of the ethanol production process and converts that raw carbon dioxide into liquid carbon dioxide. EPCO also markets and sells the liquid carbon dioxide. Lincolnway Energy estimates that it will produce approximately 96,000 tons of carbon dioxide per year.
Lincolnway Energy does not anticipate that sales of corn oil and carbon dioxide will be material sources of revenue for Lincolnway Energy, but Lincolnway Energy was able to implement the processes to collect corn oil and carbon dioxide on an economical basis and Lincolnway Energy does not have significant operating or other costs related to those processes.
DuPont Danisco Cellulosic Ethanol, LLC ("DDCE") purchased approximately 59.05 acres of real estate from Lincolnway Energy in October, 2011. The real estate is located to the southwest of the real estate on which Lincolnway Energy's ethanol plant is located. DDCE is in the process of building a cellulosic ethanol plant on the real estate.
Lincolnway Energy and DDCE also entered into a Load Out Services Agreement. The Load Out Services Agreement provides, in general, that DDCE will construct an aboveground pipeline from DDCE's plant to a holding tank on Lincolnway Energy's property, and that Lincolnway Energy will load out DDCE's product at Lincolnway Energy's rail or truck facilities. The Load Out Services Agreement sets forth the various fees and other amounts that DDCE will pay to Lincolnway Energy for those services, as well as allocating various costs and expenses between Lincolnway Energy and DDCE. The Load Out Services Agreement provides that if it is terminated, then Lincolnway Energy will grant DDCE an easement for the purpose of DDCE constructing its own rail tracks, and that Lincolnway Energy and DDCE will also at that time enter into a track usage agreement that will address how Lincolnway Energy and DDCE will jointly use certain tracks of Lincolnway Energy and other related matters. Lincolnway Energy has completed the construction of the tank and awaits for DDCE to complete the tie in to their aboveground pipeline.
Lincolnway Energy does not anticipate that the revenues under the Load Out Services Agreement will be a material source of revenue for Lincolnway Energy, but Lincolnway Energy believes that it will be able to provide the services required under the Load Out Services Agreement without materially increasing its operating or other costs.
Financial Information
Financial statements for Lincolnway Energy are included in Item 8 of this annual report. The financial statements include information regarding Lincolnway Energy's revenues, profits or losses and total assets. Item 6 of this annual report includes summary selected financial data.
Lincolnway Energy did not derive any revenue during the fiscal year ended September 30, 2014 from any customers located in any foreign country, and Lincolnway Energy did not have any assets located in a foreign country during that fiscal year.
Principal Products and Their Markets
Lincolnway Energy's principal products are fuel grade ethanol and distiller's grains.
Ethanol
Lincolnway Energy produces fuel grade ethanol from corn. The ethanol can be used as a blend component/fuel additive in gasoline. Ethanol increases the octane rating of gasoline and reduces vehicle emissions, primarily carbon monoxide. Ethanol is supported by the Energy Independence and Security Act of 2007. Originally the Act mandated blending 14.4 billion gallons of corn ethanol in 2014. The EPA later pulled their proposal and will re-look at the situation in 2015.
Lincolnway Energy entered into an Ethanol Marketing Agreement with Eco-Energy, Inc. effective as of January 1, 2013. Under the agreement, Eco-Energy has the exclusive right to purchase all of the ethanol that is produced by Lincolnway Energy. Eco-Energy is required to use commercially reasonable and diligent efforts to market all of Lincolnway Energy’s output of ethanol and to obtain the best price for the ethanol. The purchase price payable to Lincolnway Energy under the Agreement is the purchase price set forth in the applicable purchase order, less a marketing fee payable to Eco- Energy. The agreement has a two year term, and will be renewed for successive renewal terms of two years each unless either Lincolnway Energy or Eco-Energy give the other written notice at least 90 days prior to the end of the then current two year term. Lincolnway Energy is dependent upon its agreement with Eco-Energy for the marketing and sale of Lincolnway Energy’s ethanol, and Lincolnway Energy’s loss of the agreement, or Lincolnway Energy’s inability to negotiate a new agreement with Eco-Energy or another ethanol marketer before the expiration or termination of the agreement, could have material adverse effects on Lincolnway Energy. On January 30, 2014, ECO Energy and Lincolnway Energy agreed to extend the agreement under substantially the same terms until December 31, 2015.
The primary purchasers of ethanol are refiners, blenders or wholesale marketers of gasoline. Lincolnway Energy anticipates that its ethanol production will be sold in various regional markets given the availability of rail service at Lincolnway Energy's ethanol plant and local markets that will be shipped by truck, but Eco-Energy controls the marketing of all of Lincolnway Energy's ethanol output.
Lincolnway Energy’s primary means of shipping and distributing ethanol is by rail and truck.
The nameplate production capacity of Lincolnway Energy's ethanol plant is 50,000,000 gallons of ethanol per year, or approximately 4,167,000 gallons per month. The ethanol plant exceeded the nameplate production capacity for the fiscal year ended September 30, 2014, however, by approximately 14%, with about 56,806,000 gallons of ethanol produced during that period, and with an average daily production of 163,236 gallons. This is a .6% increase from the prior fiscal year.
Lincolnway Energy anticipates that the ethanol plant will produce ethanol at a similar rate or higher during the fiscal year ending September 30, 2015.
Lincolnway Energy's revenues from the sale of ethanol during the fiscal years ended September 30, 2014, 2013 and 2012 accounted for approximately 78%, 73% and 75% respectively, of Lincolnway Energy's total revenues during those periods. Lincolnway Energy estimates that its revenues from the sale of ethanol for the fiscal year ending September 30, 2015 will account for approximately 80% of Lincolnway Energy's total revenues for that fiscal year.
Distiller's Grains
Lincolnway Energy's other primary product is distiller's grains, which is a byproduct of the ethanol production process. Distiller's grains are the solids that are left after the processing and fermentation of corn into ethanol. Distiller's grains are a high protein feed supplement that are marketed primarily in the swine, dairy and beef industries. Distiller's grains can also be used in poultry and other livestock feed.
A dry mill ethanol process such as that utilized by Lincolnway Energy can produce wet distiller's grains and dried distiller's grains. Wet distiller's grain contains approximately 60% moisture, and has a shelf life of approximately ten days. Wet distiller's grains can therefore only be sold to users located within relatively close proximity to the ethanol plant. Dried distiller's grain is wet distiller's grain that has been dried to 10% to 12% moisture. Dried distiller's grain has an extended shelf life and may be sold and shipped to any market.
Lincolnway Energy's output of distiller's grains was sold to Hawkeye Gold, LLC until December 31, 2013 under the Distiller's Grains Marketing Agreement between Lincolnway Energy and Hawkeye Gold. Lincolnway Energy and Hawkeye Gold mutually agreed to terminate the agreement. The termination was requested by Lincolnway Energy because Lincolnway Energy determined it was in the best interests of Lincolnway Energy to retain a different distiller’s grains marketer.
Lincolnway Energy paid Hawkeye Gold, LLC a marketing fee for dried distiller's grains and wet distiller's grains. The fee for dried distiller's grains was a set percentage of the FOB plant price, but with both a specified maximum and minimum per short ton price. The fee for wet distiller's grains was also a set percentage of the FOB plant price, but with a specified maximum per short ton price.
Lincolnway Energy entered into a Distiller’s Grain Off-Take Agreement with Gavilon Ingredients, LLC on December 2, 2013. The Agreement was effective on January 1, 2014. Under the Agreement, Gavilon is required to purchase all of the distiller’s grains produced at Lincolnway Energy’s ethanol plant. The purchase price will be the corresponding price being paid to Gavilon for the distiller’s grains in question, less certain logistics costs and a service fee. Gavilon is required to use commercially reasonable efforts to achieve the highest price available under prevailing marketing conditions. The Agreement can be terminated after its initial term by either Lincolnway Energy or Gavilon on a 60 days prior written notice. The Agreement can also be terminated for an uncured breach of the Agreement and in the event of the bankruptcy or other similar circumstances with respect to Lincolnway Energy or Gavilon.
Lincolnway Energy is dependent upon its distiller’s grains marketing agreement for the marketing and sale of Lincolnway Energy's distiller's grains, and Lincolnway Energy's loss of the agreement, or Lincolnway Energy's inability to negotiate a new agreement with Gavilon or another marketer before the expiration or termination of the agreement, could have material adverse effects on Lincolnway Energy.
The primary purchasers of distiller's grains are individuals or companies involved in dairy, beef or other livestock production. Lincolnway Energy anticipates that approximately 7% of its distiller's grains will be locally marketed to nearby livestock producers, but Lincolnway Energy’s distiller’s grains marketer controls the marketing of all of Lincolnway Energy's distiller's grains.
Lincolnway Energy's primary means of shipping and distributing distiller's grain is by rail and truck. Local livestock producers are also able to pick up distiller's grains directly from the ethanol plant.
Lincolnway Energy produced 150,392 tons of distiller's grains during the fiscal year ended September 30, 2014, or approximately 12,533 tons of distiller's grains per month. The composition of the distiller's grains was approximately 6% wet distiller's grains and 94% dried distiller's grains. Dried distillers production decreased approximately 1% from the prior fiscal year.
Lincolnway Energy anticipates producing distiller's grains at a similar rate or higher during the fiscal year ending September 30, 2015.
Lincolnway Energy's revenues from the sale of distiller's grains during the fiscal years ended September 30, 2014, 2013 and 2012 accounted for approximately 20%, 25% and 23%, respectively, of Lincolnway Energy's total revenues during those periods.
Other Byproducts
There are other byproducts from the production of ethanol at a dry mill plant, primarily corn oil and carbon dioxide.
Corn Oil
Lincolnway Energy has a corn oil extraction system that extracts corn oil from the syrup that is generated in the production of ethanol. Lincolnway Energy had an agreement with FEC Solutions, L.L.C. , until October 1, 2014, under which FEC Solutions, L.L.C. purchased all of Lincolnway Energy's output of corn oil for resale by FEC Solutions, L.L.C. Lincolnway Energy paid FEC Solutions, L.L.C. a marketing and technical assistance fee of a set percentage of the FOB sales price of the corn oil, but the fee was lowered or waived during some periods. Lincolnway Energy elected to terminate the agreement with FEC Solutions, L.L.C. on October 1, 2014, at which time Lincolnway Energy began marketing its corn oil.
Lincolnway Energy's primary means of shipping and distributing corn oil is by truck.
Lincolnway Energy estimates that it will produce and sell approximately 5,000 tons of corn oil per year at the plant. Lincolnway Energy does not, however, anticipate that corn oil will be a material product of Lincolnway Energy. Lincolnway Energy’s corn oil sales were approximately $2,700,000, $3,300,000 and $3,800,000 respectively, for the fiscal years ended September 30, 2014, 2013 and 2012, which represented less than 2% of Lincolnway Energy's total revenues for those respective fiscal years. Lincolnway Energy's oil sales decreased approximately 20% during the fiscal year ended September 30, 2014 when compared to the prior fiscal year. The decrease was primarily due to equipment malfunctions and reduced market price.
Carbon Dioxide
Lincolnway Energy has a Carbon Dioxide Purchase and Sale Agreement and a related Non-Exclusive CO2 Facility Site Lease Agreement with EPCO Carbon Dioxide Products, Inc. Under those agreements, EPCO constructed a plant on Lincolnway Energy's site to collect the carbon dioxide which is produced as part of the ethanol production process and to convert that raw carbon dioxide into liquid carbon dioxide. The EPCO plant became fully operational in August of 2010.
EPCO also markets and sells the liquid carbon dioxide gas under those agreements. The purchase price payable by EPCO for the raw carbon dioxide provided by Lincolnway Energy is based upon EPCO's shipped tons of liquid carbon dioxide. The agreement also includes a "take or pay" term which requires EPCO to purchase, during each contract year, the greater of 180 shipped tons per day or 70% of the annual liquid carbon dioxide production capacity of the EPCO plant at full capacity. The annual liquid carbon dioxide production capacity of the EPCO plant will be determined based upon the capacity run procedures as set out in the agreement. The take or pay obligation is trued up at the end of each contract year, and the purchase price for any "take or pay" tons will be the average per shipped ton purchase price paid by EPCO during the contract year. The term of the marketing agreement with EPCO is ten years from the date on which liquid carbon dioxide was first produced at the EPCO plant, which was during August, 2010, unless the agreement is earlier terminated for any of the other reasons set out in the agreement. EPCO is required to remove the plant and related equipment following any termination of the agreement.
EPCO is responsible for the shipment of all liquid carbon dioxide, which Lincolnway Energy contemplates will be by truck.
Lincolnway Energy estimates it will sell approximately 89,000 tons of carbon dioxide per year to EPCO. Lincolnway Energy does not, however, anticipate that revenues from the sale of carbon dioxide to EPCO will be a material product of Lincolnway Energy, given that Lincolnway Energy estimates that those revenues will constitute less than 1% of Lincolnway Energy's total revenues during any fiscal year.
Sources and Availability of Raw Materials
Corn is the primary raw materials that are utilized by Lincolnway Energy in the production of ethanol. Corn is used to produce the ethanol. Coal was Lincolnway Energy's primary energy source for its ethanol plant until November of 2014 when Lincolnway Energy converted the plant to natural gas.
Corn
Lincolnway Energy estimates that it will utilize approximately 20,400,000 bushels of corn per year at its ethanol plant, or approximately 1,700,000 bushels per month, assuming production at a capacity of approximately 57,250,000 gallons of ethanol per year.
Lincolnway Energy's ethanol plant is located in Nevada, Iowa. which is located in Story County. Although Lincolnway Energy anticipates purchasing corn from various sources and areas, Lincolnway Energy believes that Story County will produce a sufficient supply of corn, assuming normal growing conditions, to generate the necessary annual requirements of corn for the ethanol plant. There is not, however, any assurance that Lincolnway Energy will be able to purchase sufficient corn supplies from Story County or regarding the supply or availability of corn given the numerous factors that affect the supply and price for corn.
Lincolnway Energy is originating its corn needs in house and it is procuring its corn from various sources.
Lincolnway Energy purchased $90,497,107 of corn during the fiscal year ended September 30, 2014, and, respectively, $145,024,495 and $128,490,494 during the fiscal years ended September 30, 2013 and 2012.
Corn is delivered to Lincolnway Energy's ethanol plant by truck.
Lincolnway Energy has corn storage capabilities for approximately 10 days of continuous ethanol production.
Coal
Lincolnway Energy's ethanol plant has been a coal fired plant. Lincolnway Energy's ethanol plant utilized approximately 300 tons of coal per day.
Lincolnway Energy purchased approximately 98,007 tons of coal for $7.6 million during the fiscal year ended September 30, 2014, and, respectively, 102,000 and 99,000 tons of coal for $7.7 million and $7.2 million during the fiscal years ended September 30, 2013 and 2012.
Lincolnway Energy obtained all of its coal pursuant to an agreement between Lincolnway Energy and Williams Bulk Transfer. The agreement allows Lincolnway Energy to purchase up to 105,000 tons of coal during calendar year 2014. The purchase price is a per ton price equal to the sum of the coal price and the transportation price, as those terms are defined in the agreement. The coal price and the transportation price are subject to adjustment in various circumstances and based on various factors. The adjustments include, for example, a fuel surcharge, a weighted adjustment based on various inflation indices and adjustments for BTU and sulpher dioxide content. Lincolnway Energy is required to pay a penalty in the amount specified in the agreement if Lincolnway Energy fails to purchase a minimum of 28,000 tons of coal in any calendar year. The penalty is a per-ton fee at a specified percentage of the then current cost per ton of coal under the agreement. The agreement will expire by its terms on December 31, 2014.
All of the coal utilized by Lincolnway Energy was delivered by truck. Lincolnway Energy has coal storage for approximately 6 days of continuous ethanol production.
During November of 2014, Lincolnway Energy began using natural gas as its primary energy source for its ethanol plant. Lincolnway Energy is also exploring the possibility of converting its combustor to burn biomass as its fuel source. The process is discussed in more detail in Item 7 of this annual report.
Other Raw Materials
Lincolnway Energy's ethanol plant also requires a significant amount of electricity and water supply. Lincolnway Energy's electricity needs are currently met by Alliant Energy. Lincolnway Energy pays the general service rates for its electricity. Lincolnway Energy utilizes approximately two gallons of water to produce a gallon of ethanol, which results in the use of approximately 325,000 gallons of water per day. Lincolnway Energy discharges 275,000 gallons of water per day that has been purified by a reverse osmosis system. Lincolnway Energy's water needs are currently met by the City of Nevada.
Rail Access
Rail access is critical to the operation of Lincolnway Energy's ethanol plant because rail is used for the shipment and distribution of ethanol and distiller's grains. Lincolnway Energy utilizes rail track owned by Lincolnway Energy and tracks owned by the Union Pacific. Lincolnway Energy has agreements with the Union Pacific regarding the use of its railroad tracks.
Lincolnway Energy constructed an additional rail spur during 2011.
Expansion Plans
Lincolnway Energy currently has no definite plans to expand its ethanol plant or to construct or acquire any additional ethanol plants. Lincolnway Energy will, however, consider those matters as part of its ongoing operations and analysis of its business and the ethanol industry in general.
Technology Changes
Lincolnway Energy continues to monitor and evaluate any opportunities that may arise with respect to possible technological improvements and alternative energy sources for Lincolnway Energy's ethanol plant. For example Lincolnway Energy used coal as the source for process heat energy during fiscal year 2014. There is currently a notable difference in cost structure between Lincolnway Energy versus the typical dry grind natural gas ethanol plant. This has put Lincolnway Energy at a cost disadvantage to other dry grind ethanol producers. Through collaboration between two entities and a natural gas line provider, Lincolnway Energy brought natural gas supply to Lincolnway Energy's plant. In addition to the cost benefits of running natural gas, Lincolnway Energy expects to realize other potential benefits such as reduced energy usage, reduced environmental compliance cost, and reduced fly ash disposal cost. Lincolnway Energy is also looking into burning biomass in the combustor.
Lincolnway Energy also continues to monitor technological developments in the industry, such as those purported to increase operating or production efficiencies or to generate energy or other savings in ethanol distillers' grains or corn oil production.
Lincolnway Energy entered into a contract with ICM, Inc for the purchase and installation of Selective Milling Technology (SMT). Milling is a mechanical process to break the corn down into smaller particles so that it may be mixed with water and enzymes to further break the corn into usable sugars for fermentation. Lincolnway Energy currently uses hammer mills to mill the corn before it is sent to fermentation. With different components of the corn being of different hardness, the result is a grind of varying particle size. Therefore, Lincolnway Energy installed SMT for additional grinding of the harder portions of the corn. SMT is designed to further grind the harder portions of the corn, increasing access to starch and oil in the corn; with a goal of increasing oil recovery and starch conversion with reduced enzyme costs. This new technology was installed in April 2014.
Research and Development Activities
Lincolnway Energy is currently engaged in researching the feasibility of burning biomass in the combustor as an alternative energy source.
Competition
The ethanol industry and markets remain highly competitive even though new construction and expansion of ethanol plants in the United States slowed significantly during the last five years due to overall generally unfavorable credit and market conditions. As of January 2014, there were approximately 210 ethanol plants located in 28 different states in the U.S. with an ethanol production capacity of approximately 14.9 billion gallons per year. The annualized production of ethanol in the United States during 2013 was approximately 14.8 billion gallons. According to the Iowa Renewable Fuels Association, as of November 2014, Iowa had 42 ethanol plants in production, with a production capacity of approximately 3.8 billion gallons per year. Iowa produces nearly 25% of all ethanol produced in the United States. The United States is currently the world's top producer and consumer of fuel ethanol, and is also one of the largest exporters of fuel ethanol. World production was approximately 23 billion gallons in 2013. World production in 2012 and 2011 were approximately 28 billion gallons. Over 40 countries are now producing ethanol, including Brazil, Canada, China, India, Thailand, Columbia, Australia, Turkey, Pakistan, Argentina and various othe
r countries in the European Union and Central America. Many of those countries have also enacted renewable fuel use requirements.
The general economic and ethanol industry circumstances have varied the past two to five years, and have been difficult and adverse over much of that time. The industry has, however, continued to be volatile.
The drought during 2012 affected corn supplies and corn prices, and caused some plants to temporarily cease production.
Given that the Energy Independence and Security Act of 2007 increased the renewable fuels standard to 36 billion gallons of annual renewable fuel use by 2022 (up from the prior mandate of 7.5 billion gallons of annual use by 2012), it is likely that there may be some growth in the ethanol industry, both domestically and internationally, over the longer term; although most of that growth may be in cellulosic and advanced biofuels.
Lincolnway Energy's competitors in the U.S. include regional farmer-owned entities, the major oil companies and other large companies.
The competition in the ethanol industry has increased during the past five years, with sustained periods of declining ethanol prices, excess supplies of ethanol and higher and volatile corn prices, including during the 2012 drought.
The ethanol industry will also continue to face increasing competition from international suppliers of ethanol. International suppliers produce ethanol primarily from inputs other than corn, such as sugar cane, and have cost structures that may be substantially lower than Lincolnway Energy's and other U.S. based ethanol producers. The $.54 per gallon tariff on most foreign produced ethanol expired on December 31, 2011. Foreign suppliers of ethanol may significantly increase their imports to the United States.
Smaller competitors also pose a threat. Farmer-owned cooperatives and independent companies consisting of groups of individual farmers and investors have been able to compete successfully in the ethanol industry; although Lincolnway Energy believes that smaller ethanol plants may have increasing difficulty in competing with larger plants over the longer term and if the volatile market conditions of the last few years continue. These smaller competitors operate smaller facilities which do not affect the local price of corn grown in the proximity to the facility as much as larger facilities do, and some of the smaller competitors are farmer-owned and the farmer-owners either commit, or are incented by their ownership in the facility, to sell corn to the facility.
The continuing increase in domestic or foreign competition could cause Lincolnway Energy to have to reduce its prices and take other steps to compete effectively, which could adversely affect Lincolnway Energy's results of operations and financial position.
Many competitors will have greater production capacity, greater experience, more access to information and/or greater capital or other financial resources, any of which will make it difficult for Lincolnway Energy to compete with those competitors. For example, greater ethanol production may allow a competitor to market its ethanol or distiller's grains at lower prices than Lincolnway Energy. Lincolnway Energy believes there may be acquisitions and consolidations in the ethanol industry in 2015, and if those acquisitions and consolidations occur, they could lead to additional competitors with greater advantages over Lincolnway Energy. A competitor may also offer other products or services that are not offered by Lincolnway Energy, which may give the competitor an additional advantage over Lincolnway Energy.
An ethanol plant utilizing corn to produce ethanol may also experience competition in the form of other plants which produce ethanol from other products. For example, ethanol can be produced from corn stover, corn fiber, wheat straw, barley straw, switchgrass, miscanthus, trees, grasses, woodwastes, vegetative wastes and other wastes. Lincolnway Energy's ethanol plant is designed to produce ethanol only from corn.
The Energy Independence and Security Act of 2007 requires that 21 billion gallons of the new 36 billion gallon renewable fuels standard must come from advanced biofuels, with 16 billion gallons of that amount required to come from cellulosic ethanol by 2022. Research is therefore continuing regarding cellulosic ethanol, and various companies are in various stages of developing and constructing some of the first generation cellulosic plants. Some of the cellulosic ethanol plants are working with the U.S. Department of Energy, and have received grant funds. Some of those plants could be characterized as "test" or "pilot" plants, but others are at larger productions levels. Although those plants have faced some financial and technological issues, cellulosic ethanol plants have been developed and Lincolnway Energy believes the production of ethanol from these types of sources will become economical. As discussed elsewhere in this annual report, DuPont Danisco Cellulosic Ethanol, LLC has purchased approximately 59 acres of real estate from Lincolnway Energy for the purpose of constructing a cellulosic ethanol plant on the real estate.
Lincolnway Energy's plant is not designed to produce ethanol from cellulosic stocks, and Lincolnway Energy does not contemplate converting its plant to produce ethanol from cellulosic stocks.
It is also possible that one or more of the other sources for producing ethanol may have greater advantages than corn, which would adversely affect an ethanol plant that produces ethanol solely from corn. For example, a plant using one of those sources may be able to produce ethanol on a more economical basis or on a more efficient or greater scale.
The increased production of ethanol from other sources could also adversely affect the price for ethanol generally.
Some competitors operate their ethanol plant and produce ethanol using different sources of energy than coal or gas or using various other sources of energy. The other sources of energy include biomass and various forms of waste type products, such as woodwaste, tires, construction waste and other waste products. Those competitors may have lower production and input costs and/or higher operating efficiencies than Lincolnway Energy, which would allow them to produce and market their ethanol at lower prices than Lincolnway Energy.
Competition from newly developed fuel additives would also reduce the use of ethanol and Lincolnway Energy's profitability. Although it is difficult to predict if any new fuel additives will be developed, it likely will occur at some point, and it could be in the near future.
Research is also continually being conducted for alternatives to petroleum based fuel products and for additional renewable fuel products. For example, research is ongoing regarding the use of hydrogen, electric or solar powered vehicles and fuel cells. A breakthrough or discovery in any research could conceivably occur at any time, and could have the effect of greatly reducing the use of ethanol or of even making the use of ethanol obsolete at some point. There will be increased incentives to develop alternatives to petroleum based fuel products given the higher gasoline prices that began in 2008 and the continuing security and other concerns with the Middle East and certain other major oil producing nations.
Ethanol is a commodity and is priced on a very competitive basis. Lincolnway Energy believes that its ability to compete successfully in the ethanol industry will depend upon its ability to price its ethanol competitively, which in turn will depend on many factors, many of which are beyond the control of Lincolnway Energy and its management. As indicated above, one of those factors is that Lincolnway Energy is subject to material and substantial competition, including from competitors who will be able to produce or market significantly higher volumes of ethanol and at lower prices.
Lincolnway Energy believes that the principal competitive factors with respect to distiller's grains are price, proximity to purchasers and product quality.
Government Oversight and Regulation
Lincolnway Energy's business is subject to substantial governmental oversight and regulation, including relating to the discharge of materials into the air, water and soil; the generation, storage, handling, use, transportation and disposal of hazardous materials; and the health and safety of Lincolnway Energy's employees.
Lincolnway Energy needs to maintain various permits to be able to maintain and continue its operations. The permits include water and air permits from the Iowa Department of Natural Resources.
During January of 2014, Lincolnway Energy received from the Iowa Department of Natural Resources, a revised Title V operating permit. This permit is a continuation of the process that began with the permit obtained on July 8, 2011. This permit reduced the amount of compliance testing required in the previous permit but increases the day to day monitoring of the emissions control equipment. The test reduction was given because Lincolnway Energy successfully showed compliance with the Iowa Department of Natural Resources emissions limits. This new permit reduced the testing costs but increased the man hours required by Lincolnway Energy staff to track compliance.
The principal risks associated with the substantial governmental oversight and regulation of Lincolnway Energy and its business are discussed in Item 1A
Item 1A. Risk Factors.
Any of the following risks could significantly and adversely affect Lincolnway Energy's prospects, business, results of operations and financial conditions. The following risks are not the only risks Lincolnway Energy is subject to or may face, and they are not intended to be set fourth in order of materiality or significance.
Risks Relating to Lincolnway Energy and Its Business
The Economy And The Ethanol Industry Continue To Be Subject To Generally Difficult Market, Credit And Other Circumstances. The United States and many international economies are still facing difficult and uncertain economic circumstances. The United States and many international economic circumstances include higher unemployment, flat or falling profits or losses in some industries, volatile stock and other investment markets, individual and business failures and bankruptcies, significant deficit spending by governments, and uncertain business and consumer confidence.
The ethanol industry has been similarly affected. For example, lenders and the credit markets have been generally unfavorable to the ethanol industry during the last two to five years, and the lack of available credit is one factor that has played a part in the proposed construction or expansion of some ethanol plants being canceled or indefinitely delayed. The ethanol industry also experienced decreasing profits over portions of that time period, and many ethanol plants experienced losses over most or some of that time period. The ethanol industry has also struggled with volatile corn prices, and record high corn prices, during parts of the last three years, triggered in 2012 by the drought that affected much of the United States. The record high corn prices, coupled with declining ethanol prices, negatively impacted profits.
There continues to be a substantial amount of political and economic uncertainty surrounding the budget deficit, debt ceiling and related budget and tax issues in the United States. It is not clear at this time what exact measures will be taken to address those various and complex issues, but substantial cuts in the federal budget and changes to the tax code, including the elimination of various tax incentives and deductions and higher tax rates, may occur. Some of the tax and other incentives that benefit the ethanol industry have already been eliminated or reduced, and some of the remaining incentives are being strongly challenged and could also be eliminated or reduced. Nearly all of the states are facing similar political, economic, budget and tax issues. The possible outcomes to, and effects of, all of those issues are very difficult to analyze or predict at this time, but there will almost certainly be some adverse effects, at least in some ways and for some period of time, on certain groups or sectors of the economy, and perhaps the economy as a whole. Many of the same issues are also being faced by Europe and many other regions and countries, all of which adversely affects the United States.
There is also uncertainty in the economy arising from continuing terrorism concerns, both in the United States and internationally, and the uncertainties and difficulties in Nigeria, Pakistan, Afghanistan, and the Middle East, including Israel, Syria, Iraq and Iran.
There is still a substantial amount of civil unrest and other political uncertainty in the Middle East and other oil producing nations. There have been changes in the government in some countries, and additional and further changes appear to be very likely. It is still not possible to predict with any certainty at this time the possible end results of the unrest and changes in government, and how that may affect oil supplies and prices, the general stability of those countries and the region, and those countries' economies and relationship with the United States. The results could, however, be materially adverse to the United States in general and to energy related industries, such as ethanol.
Lincolnway Energy is therefore still operating in an uncertain and volatile economic and industry environment.
Lincolnway Energy Is Heavily Dependent On A Management Team And Certain Suppliers And Service Providers, But Could Lose Any Of Their Services At Any Time. Lincolnway Energy is heavily dependent upon its core management team of its president and chief executive officer, director of finance, plant manager, commercial manager and plant engineer, as well as on the companies which provide corn to Lincolnway Energy and the companies which market Lincolnway Energy's ethanol and distiller's grains. If any of those management team members or companies terminate their services or for any reason cease to provide services to Lincolnway Energy, Lincolnway Energy's business and operations could be adversely affected in a sudden and material way. The services could be lost for reasons outside of anyone's control, such as death or disability. The marketing companies may also be heavily dependent upon one or more key employees or other relationships, and the loss of any of those employees or relationships by a company could adversely affect the company's ability to continue to provide timely and quality services to Lincolnway Energy.
Lincolnway Energy May Make Other Investments Or Engage In Other Business. Lincolnway Energy's board has the authority to cause Lincolnway Energy to construct or acquire or to invest in other ethanol plants or to make other investments or to engage in other businesses. The scope and nature of Lincolnway Energy's business could therefore change significantly, which could expose Lincolnway Energy to numerous other risks and uncertainties. Lincolnway Energy's business may not always be limited only to owning and operating its current ethanol plant.
Lincolnway Energy May At Times Be Leveraged And Have Debt And Debt Service Requirements. Lincolnway Energy will have loans outstanding from time to time, and may at times be highly leveraged.
The use of leverage creates risks. For example, if Lincolnway Energy ever became unable to generate profits and cash flow to service its debt and its ongoing operations and working capital needs, Lincolnway Energy could be forced to reduce or delay capital expenditures or any expansion plans, sell assets or operations, obtain additional loans or capital or attempt to restructure its loans and other debt. Lincolnway Energy also may not be able to renew, extend or replace any existing loans or financing arrangements Lincolnway Energy may have in place from time to time. If any of those events occur, Lincolnway Energy will need to attempt to obtain additional financing through the sale of additional units or debt in Lincolnway Energy or through additional loans from other lenders, but there is no assurance that any of those steps would be successful.
Lincolnway Energy will also need to comply with the various restrictions and covenants that will be included as part of Lincolnway Energy's credit and loan agreements. The restrictions and covenants will likely include prohibitions or restrictions on incurring additional debt, granting additional security interests or liens, acquiring additional assets, mergers, the issuance of additional units, and making distributions to Lincolnway Energy's members. The credit and loan agreements will also likely require Lincolnway Energy to maintain various financial ratios and other similar financial covenants. Those restrictions and requirements may limit Lincolnway Energy's flexibility in planning for, or reacting to, competition or changes in the ethanol industry and Lincolnway Energy's ability to pursue other perceived business opportunities.
Lincolnway Energy's loans are secured by liens on all of Lincolnway Energy's assets, and if Lincolnway Energy breaches any of its agreements with its lenders, the lenders will be able to foreclose on Lincolnway Energy's assets.
Lincolnway Energy's Financing Costs Will Rise If Interest Rates Increase. Lincolnway Energy could be affected by any increase in interest rates or other lending costs because Lincolnway Energy will likely generally have some outstanding loans or debt, which at times might be substantial. Although difficult to predict and outside of Lincolnway Energy's control, it is likely that there will be increases in interest rates, at least over the longer term.
Lincolnway Energy's Potential Success Is Almost Exclusively Dependent On Ethanol Sales, And The Price Of Ethanol And Gasoline Can Vary Greatly And Are Beyond Lincolnway Energy's Control. Although Lincolnway Energy's ethanol plant produces distiller's grains, corn oil and carbon dioxide, ethanol is the primary and material source of revenue for Lincolnway Energy, having generated approximately 78%, 73% and 75% of Lincolnway Energy's total revenues for the fiscal years ended September 30, 2014, 2013 and 2012, respectively.
Ethanol prices can vary significantly over both short and long term periods, and it is difficult to accurately predict changes in ethanol prices or in ethanol trends.
The price of gasoline also varies significantly over both short and long term periods. The price for ethanol has generally had some correlation to the price of gasoline, so low gasoline prices or reductions in gasoline prices will also generally reduce ethanol prices and profitability.
The higher prices for gasoline over the past four years have, however, caused businesses and consumers to actively seek ways to lower or reduce their gasoline consumption. For example, there is increased attention to requiring the auto industry to produce cars with higher fuel efficiency. Higher gasoline prices also increase the focus and attention on the research and development of alternative energy options, such as fuel cells. The existence of higher gasoline prices can therefore also adversely affect gasoline and ethanol prices and the profitability of ethanol plants.
On the other hand, if ethanol becomes more expensive than gasoline, blenders have little incentive to buy more ethanol beyond that required to meet the federal renewable fuel standards. The incentive for blenders became even less in that circumstance on December 31, 2011 when the federal 45 cent per gallon tax credit expired.
Lincolnway Energy's inability to foresee or accurately predict changes in the supply or prices of ethanol or gasoline will adversely affect Lincolnway Energy's business.
If ethanol prices decline to the point where it is unprofitable to produce ethanol and remain at that level, Lincolnway Energy could be required to suspend operations until the price increases to the level where it is once again economical or profitable to produce and market the ethanol. Any suspension of operations would have a material adverse effect on Lincolnway Energy's business, results of operations and financial condition. Some ethanol plants delayed opening or curtailed production due to the unfavorable market conditions which were in existence over the two to five year period preceding the date of this annual report. For example, the drought and corresponding substantial increase in corn prices during 2012, coupled with lower ethanol prices, led various ethanol plants to temporarily idle during parts of 2012. If drought or other unfavorable growing conditions occur again in an upcoming crop season, it could again greatly increase corn costs. If that were to occur again, some ethanol plants may again suspend operations, or fail, which could lead to further consolidations in the ethanol industry.
Even if ethanol prices are generally favorable, Lincolnway Energy still may not be able to sell all of its ethanol, or at favorable prices.
Increases In Supplies Of Ethanol or Other Biofuels May Adversely Affect Ethanol And Ethanol Byproduct Prices. Lincolnway Energy anticipates that there will continue to be increases in ethanol and other biofuels production over the long term, both in the United States and internationally. For example, there will need to be increased ethanol and other biofuels production in order to meet the renewable fuels standards that were part of the Energy Independence and Security Act of 2007.
The existing renewable fuels standard requirements may at least provide some indirect price support as ethanol production increases to meet those standards, but it is possible that increasing ethanol or other biofuels production may at times lead or contribute to lower ethanol prices. For example, at least currently, the demand for ethanol is primarily driven by the renewable fuels standard requirements, as opposed to general consumer demand, so if ethanol or other biofuels production exceeds the amounts required to meet the renewable fuels standard, there could be excess ethanol available, which would lower ethanol prices.
Also, a large portion of the increased biofuels production that will need to occur to meet the renewable fuels standard must come from cellulosic and other advanced biofuels and not ethanol produced from corn. Any increased demand or pricing arising from the implementation of the renewal fuels standards therefore might not apply to or benefit ethanol produced from corn.
Excess ethanol or other biofuels production capacity could also result from decreases in demand for ethanol, which could result from a number of factors, such as regulatory developments at the federal or state level, reduced gasoline consumption in the United States or advancements in alternatives to gasoline or in other gasoline additives.
Any increase in ethanol production will also lead to increases in distillers' grains and corn oil production, and increased supplies of those products could also lead to lower prices for those products.
Continued Growth In The Ethanol Industry Depends On Use Of Increased Ethanol Blends And Related Expansion Of Infrastructure, Change In Public Views And Regulatory Support, Which May Not Occur On A Timely Basis, If At All. Most experts believe that for ethanol use to grow significantly over both the near and longer term, there must be increased use of ethanol blends in excess of 10%, such as E15, E20, E30 and, in particular, E85. Although the U.S. Environmental Protection Agency approved the use of E15 in January 2011, the approval was limited to vehicles manufactured in 2001 or newer and all flex fuel vehicles. There was also resistance to increasing the percentage from 10% to 15%, and there is strong resistance from some groups to increasing the percentage above 15%. There are also various areas that need development and expansion in order for there to be any material increase in the use of higher ethanol blends, including E15, such as expanded production of flex fuel vehicles and the expanded use of pumps that can utilize higher ethanol blends, such as blender pumps. A blender pump allows a driver to fill his or her vehicle with any blend of ethanol from 0% to 85% depending on the type of vehicle they drive. There will likely need to be government subsidies and support, however, in order to cause service stations to install those types of pumps on a larger scale, and there is currently no material support in Congress for any type of those support programs. There will also need to be changes in the public's views and perceptions of ethanol in order for there to be increased use of higher blends of ethanol, as well as regulatory developments at both the federal and state level which allow the use of, and promote the use of, higher ethanol blends and the use of blender pumps and flex fuel vehicles.
Reports continue to be issued by various groups, however, such as the American Petroleum Institute, the American Fuel & Petrochemical Manufacturers and the National Research Council, that question the use of ethanol and other biofuels, both from an economic and environmental perspective. Ethanol organizations disagree with, and respond to, most of those types of reports, but the reports continue to cause governmental, regulatory and public perception concerns and issues for the ethanol industry. See also “There Is Continuing and Growing Negative Press And Public Sentiment Against The Ethanol Industry Which Could Lead To Reduced Governmental And Public Support For The Use Of Ethanol” and “Loss Of Government Support And Incentives For Ethanol Could Reduce The Use Of Ethanol And Materially And Adversely Affect Lincolnway Energy’s Results Of Operations And Financial Position” below.
Lincolnway Energy's Results Of Operations, Financial Position And Business Outlook Will Likely Fluctuate Substantially Because Lincolnway Energy's Business Is Highly Dependent On Commodity Prices, Which Are Subject To Significant Volatility And Uncertainty, And On The Availability Of Raw Materials Supplies. Lincolnway Energy's results of operations will be substantially dependent on commodity prices, especially prices for corn, natural gas, ethanol and unleaded gasoline. The prices of these commodities are volatile and beyond Lincolnway Energy's control.
Lincolnway Energy estimates that corn costs will, on the average, make up approximately 77% of Lincolnway Energy's total annual operating costs, but the percentage could be higher or lower dependent on the price of corn and other operating costs from time to time. Accordingly, rising corn prices could lower profit margins, and, at certain levels, corn prices would make ethanol uneconomical to produce and to use in the fuel markets. For example, corn prices began to rise significantly in approximately July, 2006 (when the cash corn price in Lincolnway Energy's local market area was approximately $2.09 per bushel) and generally continued to rise until mid-year 2008 (when the cash corn price in Lincolnway Energy's local market area reached approximately $7.15 per bushel). As another example, based on the projected increases in acreage for the 2012 crop year and the related projected increases in corn production based on historical yields, Lincolnway Energy had anticipated the possibility of lower corn prices. Instead, the widespread drought in the U.S. during 2012 greatly increased corn prices, with the cash corn price bid reaching $7.70 in November 2012. The cash corn price in Lincolnway Energy's local market area was approximately $7.58 per bushel as of November 30, 2012, as opposed to approximately $5.81 per bushel as of November 30, 2011 and $5.32 per bushel as of November 30, 2010. The corn price on the Chicago Mercantile Exchange daily futures ranged from a low of $5.50 per bushel to a high of $8.49 per bushel during Lincolnway Energy's fiscal year ended September 30, 2012, and from a low of $5.35 per bushel to a high of $7.60 per bushel during Lincolnway Energy's fiscal year ended September 30, 2011, and from a low of $3.25 per bushel to a high of $5.29 per bushel during Lincolnway Energy's fiscal year ended September 30, 2010. The corn price on the Chicago Mercantile Exchange daily futures ranged from a low of $3.20 per bushel to a high of $5.14 per bushel during Lincolnway Energy’s fiscal year ended September 30, 2014.
The supply and price of corn are influenced by many factors, including drought, hail and other adverse weather conditions; insects or disease; farmer planting decisions; imports; government policies and subsidies with respect to agriculture and international trade; and global and local demand and supply. The price for corn in the market area encompassing Lincolnway Energy's ethanol plant could be higher than the corn price payable in other markets. Lincolnway Energy will also compete for corn with the livestock producers and elevators located within Lincolnway Energy's market area.
There is also uncertainty regarding climate change, and any climate changes could adversely affect corn production in Lincolnway Energy's primary market area or other corn production areas in the United States and elsewhere, and thereby both the supply and price of corn.
Lincolnway Energy's gross margin will depend significantly on the spread between ethanol and corn prices, and in particular the spread (sometimes referred to as the crush spread) between the price of a gallon of ethanol and the price for the amount of corn required to produce a gallon of ethanol. The price of ethanol and corn fluctuates frequently and widely, however, so any favorable spread between ethanol and corn prices which may exist from time to time cannot be relied upon as indicative of the future. It is possible for the circumstance to arise where corn costs increase and ethanol prices decrease to the point where Lincolnway Energy could be required to suspend operations, as some other ethanol plants did during 2008 and parts of 2009 and of 2012. Any suspension of operations could have a material adverse effect on Lincolnway Energy's business, results of operations and financial condition.
The supply and cost of other inputs needed by Lincolnway Energy can also vary greatly, such as natural gas, electric and other energy costs. Lincolnway Energy's ethanol plant currently utilizes natural gas as its primary energy source, and Lincolnway Energy estimates that natural gas costs will, on average, make up approximately 4% of Lincolnway Energy's annual total operating costs. The prices for and availability of natural gas are subject to numerous market conditions and factors which are beyond Lincolnway Energy's control. Significant disruptions in the supply of natural gas would impair Lincolnway Energy's ability to produce ethanol, and increases in natural gas prices or changes in Lincolnway Energy's natural gas costs relative to the costs paid by Lincolnway Energy's competitors would adversely affect Lincolnway Energy's competitiveness and results of operation and financial position.
Lincolnway Energy may attempt to offset a portion of the effects of such fluctuations by entering into forward contracts to supply ethanol and to purchase corn by engaging in hedging and other futures related activities, but those activities also involve substantial risks and may be ineffective to mitigate price fluctuations and may in fact lead to substantial losses.
Transportation issues and costs can also be a factor in the price for ethanol because ethanol is currently shipped by truck or by rail, and not by pipeline, and because ethanol generally needs to be shipped relatively long distances to a terminal where the ethanol can be blended with gasoline.
Lincolnway Energy's inability to foresee or accurately predict changes in the supply or prices of ethanol or of corn, natural gas and other inputs will adversely affect Lincolnway Energy's business, results of operation and financial position. For example, as noted above, Lincolnway Energy anticipated lower corn prices following the 2012 crop season, but the drought instead resulted in significantly higher corn prices. Also, as a result of the volatility of the prices for these commodities, Lincolnway Energy's results will likely fluctuate substantially over time. Lincolnway Energy will experience periods during which the prices for ethanol and distiller's grains decline and the costs of Lincolnway Energy's raw materials increase, which will result in lower profits or operating losses, which could be material at times, and which will adversely affect Lincolnway Energy's financial condition.
There Are Many Factors Important To The Success Of An Ethanol Plant That Are Beyond The Control Of Lincolnway Energy. Lincolnway Energy's ability to successfully operate its ethanol plant and to market the ethanol, distillers grains and corn oil produced at the plant are subject to numerous factors and risks.
Some of those factors and risks relate directly to Lincolnway Energy, such as Lincolnway Energy's ability to retain qualified employees and other personnel, and on favorable terms, labor disputes or other employee issues, and unforeseen accidents at, or damages to, Lincolnway Energy's plant or other facilities.
Some of the factors and risks relate to the fact that the agricultural economy and the economy in general, and market prices and futures prices for oil, gasoline, ethanol, distiller's grains, corn oil, corn, natural gas and other inputs needed for Lincolnway Energy's ethanol operation, are all highly volatile and are influenced by many varying factors. It is not possible to identify all possibly relevant factors, but some of the factors include the following and rumors or speculation about the following:
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Changing supply and demand relationships and trade deficit issues;
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Weather and other environmental conditions;
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Acts of God, including drought and storms;
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Agricultural, fiscal, monetary budget, economic, trade and exchange control programs and policies of governments;
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International, national, regional and local political and economic events and policies;
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Changes in fuel and energy costs or in interest rates or rates of inflation;
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Controversies or disputes about the use of biotechnology in crops, or errors or adverse reactions caused by the use of biotechnology in crops;
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Infestations or diseases in crops;
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Acts of terrorism or war, both nationally and internationally;
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Railcar or truck shortages or strikes within those industries;
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Environmental and other regulations which impact both the demand for ethanol and the cost of operation of an ethanol plant;
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Governmental incentives and other regulation related to ethanol;
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Illegal or improper activities or scandals by participants in the markets, such as those that have previously occurred in the accounting industry, the stock and mutual fund industry and the insurance industry; and
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The general emotions and psychology of businesses, consumers and of the market place in general, which at times can be totally unrelated to actual economic or market conditions or other more tangible factors.
The internet, email, television and other forms of communication allow rumors and speculation to be quickly and widely circulated, which can have immediate and substantial effects on the markets, even if the rumor or speculation is later found to be incorrect.
It is very likely that there will be further acts of terrorism in the United States and abroad, including the possibility of acts aimed at disrupting the economy or the markets or various industries or sectors within the markets. For example, there has been speculation about possible acts of terrorism aimed at the energy, agricultural and food industries. Any speculation or rumors about, or actual acts of, terrorism could cause immediate and substantial reactions in a wide range of the markets and industries and in the economy in general. The continued uncertainty in Nigeria, Afghanistan, Pakistan and the Middle East also continues to create uncertainties and could cause adverse reactions in the oil and energy markets and in the markets and economy in general.
Most of the above factors or occurrences cannot be controlled by Lincolnway Energy, and it will be impossible to always accurately predict or identify which factors are relevant or are likely to occur.
Also, even if Lincolnway Energy were somehow able to have fully current and correct information as to all factors, prices would still not always react as predicted or as would seem likely given the information. For example, there have been many occasions where the movements of the futures markets have seemed totally unrelated to actual supply and demand and other more tangible factors. The latter fact may be caused, in part, because of the substantial speculative trading that occurs in the futures markets.
The Use Of The Futures Markets By Lincolnway Energy Could Be Unsuccessful And Result In Substantial Losses. Lincolnway Energy will likely attempt to minimize the effects of the volatility of natural gas, corn, ethanol, distiller's grains and other prices by entering into forward pricing contracts and taking positions in the futures markets. The primary intent of those positions will be to attempt to protect the supply of, and the price at which Lincolnway Energy can buy natural gas and corn and the price at which Lincolnway Energy can sell its ethanol or distiller's grains, but not all of the positions may be able to be properly categorized as being for hedging purposes.
Any attempt by Lincolnway Energy to use forward pricing contracts or the futures markets, whether in the form of hedging strategies or for more speculative trading purposes, may be unsuccessful, and in fact could result in substantial losses because commodity price movements and price movements in futures contracts and options are highly volatile and speculative, and are influenced by many factors that are beyond the control of anyone. Some of those factors include those noted above in "There Are Many Factors Important To The Success Of An Ethanol Plant That Are Beyond The Control Of Lincolnway Energy."
Lincolnway Energy will likely vary the amount of forward pricing, hedging and other risk mitigation strategies Lincolnway Energy may undertake from time to time, and Lincolnway Energy may at times choose not to engage in any such transactions. As a result, Lincolnway Energy's results of operations and financial position may be adversely affected by increases in the price of natural gas or corn or decreases in the price of ethanol or unleaded gasoline.
Futures markets will also sometimes be illiquid, and Lincolnway Energy may not be able to execute a buy or sell order at the desired price, or to close out an open position in a timely manner. The inability to close out an open position in a timely manner may result in substantial losses to Lincolnway Energy. Lincolnway Energy's potential losses and liabilities for any futures or options positions are not limited to margin amounts or to the amount held in or the value of Lincolnway Energy's trading account, and in the event of a deficiency in Lincolnway Energy's trading account due to a margin call made to the trading account, a loss exceeding the value of the trading account, or otherwise, Lincolnway Energy will be responsible for the full amount of the deficiency. Given the volatility of futures trading, margin calls can occur frequently and the amount of a margin call can be significant.
Losses from trades in the futures markets, coupled with the volatility in the corn and ethanol markets, are factors that have caused some ethanol companies to incur significant losses and, in some cases, to temporarily idle operations or to seek bankruptcy protection.
Lincolnway Energy's Operations Are Subject To Substantial And Extensive Governmental Laws And Regulations Which Restrict And Increase The Costs Of Lincolnway Energy's Business. Lincolnway Energy's ethanol operations are subject to substantial and extensive governmental laws and regulations, including those relating to the discharge of materials into the air, water or ground, and the generation, storage, handling, use, transportation and disposal of hazardous materials. Some of those laws and regulations require Lincolnway Energy to maintain various permits and other approvals in order to continue ongoing operations. Lincolnway Energy will need to meet the various requirements and conditions necessary to the issuance and maintenance of those permits and approvals. The requirements and conditions may include that the ethanol plant facilities and operations meet various specifications regarding air quality, discharge, water and waste treatment, and various other operational matters. Lincolnway Energy's compliance with all necessary permits, approvals and laws and regulations will increase Lincolnway Energy's costs and expenses. Lincolnway Energy's failure to comply with those requirements or to maintain those permits and approvals may result in fines or penalties, the loss of the right to continue operations or claims by third parties.
Lincolnway Energy also anticipates that there will be changes in the approval requirements and other laws and regulations over time, and that those changes will increase the regulatory oversight and costs and expenses of Lincolnway Energy. For example, the regulation of the environment, including the use of water, wastewater, storm water and air emissions, is a constantly changing area of the law, and it is likely that more stringent federal or state environmental laws, rules or regulations, or interpretation or enforcement of existing laws, rules or regulations, could be adopted which would require Lincolnway Energy to make substantial capital expenditures and/or increase Lincolnway Energy's operating costs and expenses. New laws, rules and regulations may be advanced based upon claims related to global warming and climate change. It is also possible that federal or state environmental laws, rules or regulations could be adopted which have an adverse effect on the use of ethanol, such as changes in the regulations regarding the required oxygen content of automobile fumes. The new laws, rules or regulations could also arise or become necessary because of currently unknown conditions or problems arising from the production or use of ethanol, similar to what occurred with methyl tertiary-butyl ether (MTBE) because of the adverse environmental and health issues now known to be caused by MTBE.
Lincolnway Energy also foresees the possibility of increased regulation of ethanol plants arising from carbon footprint and life cycle and indirect land use change type analysis by regulators.
For example, in 2009, the State of California adopted a state low carbon fuels standard, which requires that renewable fuels used in California must accomplish certain reductions in greenhouse gases which are measured using a life cycle analysis that includes indirect land use change considerations. The current predominant views on how to apply a life cycle and indirect land use change analysis (including those of the United States EPA) generally lead to results that are not favorable to coal or to ethanol, and that is the case for California. The practical effect of California's low carbon fuel standard is that it precludes grain-based ethanol from outside California.
The Renewable Fuels Association, together with other parties, filed a lawsuit challenging California's low carbon fuel standard on the grounds that it violates both the supremacy clause and the commerce clause of the U.S. Constitution. A federal district court ruled in late 2011 that the standard did violate the commerce clause, but that ruling was appealed, and on September 18, 2013, the Ninth Circuit Court of Appeals reversed that district court opinion. The Ninth Circuit did, however, remand the case for trial on whether the ethanol standards in the California law discriminate against out of state ethanol producers in purpose or in practical effect under the Commerce Clause. Although difficult to predict, the State of California has a reasonable chance of winning at that trial.
In another case, California’s Fifth District Court of Appeals issued its opinion on July 15, 2013 in the lawsuit filed by Poet LLC challenging California’s low carbon fuels standard program. The Court upheld the program, but did require California to correct certain aspects of the program’s implementation. In the interim, California cannot increase enforcement under the program beyond the regulations in effect for 2013.
California represents a significant ethanol market, and if corn based ethanol cannot be utilized in California, it could significantly reduce demand for corn-based ethanol such as that produced by Lincolnway Energy. Various other states are also looking at implementing low carbon fuel standard requirements for their states, so the final outcome of the California lawsuits could have significant effects on the ethanol industry.
Lincolnway Energy May Become Subject To Various Environmental And Health And Safety And Property Damage Type Claims And Liabilities. The nature of Lincolnway Energy's operations will expose it to the risk of environmental and health and safety claims and property damage claims. For example, if any of Lincolnway Energy's operations are found to have polluted the air or surface water or ground water, such as through an ethanol spill, Lincolnway Energy could become liable for substantial investigation, clean-up and remediation costs, both for its own property and for the property of others that may have been affected by the pollution or spill. Those types of claims could also be made against Lincolnway Energy based upon the acts or omissions of other persons, including persons transporting or handling ethanol. Environmental and property damages claims and issues can also arise due to spills, losses or other occurrences arising from events outside of Lincolnway Energy's control and which are possible in Lincolnway Energy's business, such as fire, explosions or blowouts.
A serious environmental violation or repeated environmental violation could result in Lincolnway Energy being unable to construct or operate any additional ethanol plants and the loss of defenses to nuisance suits. Lincolnway Energy may also be unable to obtain financing or necessary permits if Lincolnway Energy is subject to any pending administrative or legal action regarding environmental matters.
Any of those types of events could have a material adverse effect on Lincolnway Energy's financial condition and future prospects.
There Is Continuing And Growing Negative Press And Public Sentiment Against The Ethanol Industry Which Could Lead To Reduced Governmental And Public Support For The Use Of Ethanol. There continues to be negative press and public sentiment against the ethanol industry, and the negative press has been growing as of late. The negative press and claims include that the use of corn to produce ethanol drives up grain prices, which hurts livestock farmers and also consumers due to increased food prices. The widespread drought that occurred during 2012 affected corn supplies and prices, and is one factor pointed to by those arguing the "food versus fuel" position. The claims also include environmental type allegations, including that increased corn acreage and ethanol production strain water supplies and worsen pollution in rivers and streams. The criticisms also include that ethanol production is leading to land use changes, including the clearing of rain forests, prairies and other native lands for purposes of growing corn or other crops to be used for the production of ethanol or to replace land which is now used to produce crops for ethanol, which also in turn releases carbon into the atmosphere that has been stored in the soil and otherwise has negative environmental impacts, such as erosion and other land stewardship issues. The criticisms also include that ethanol, in particular at levels of 15% of higher, damages or is otherwise harmful to engines. The continuing and growing criticism has come from, among others, environmental groups, the National Academy of Sciences, the American Lung Association, the AAA (the auto club) and the United Nations.
The negative press and public sentiment is also developing towards the "next generation" biofuels that are a significant component of achieving the use mandates in the renewable fuels standards. Those biofuels are those made from nonfeed stocks/cellulose, such as corn stalks, wheat straw, grasses and trees. Some organizations, including the National Resource Council, have issued reports critical of those biofuels, including that those biofuels are not economical without heavy government subsidies and will not have any positive overall environmental effect, and may have negative environmental results.
The criticism of the ethanol and biofuels industry could lead to further reductions in governmental supports for the industry and reduced public support and use of ethanol and other biofuels. As discussed in the paragraphs below, the negative press has also included lobbying for the repeal of, or reductions in, key government programs for the ethanol industry, and recent proposals by the U.S. Environmental Protection Agency suggest that the lobbying is being effective. The current criticisms regarding ethanol are based primarily on the production of ethanol from corn, and could accelerate the development of other economical sources for the production of ethanol and the development of other biofuels. Lincolnway Energy's plant can only produce ethanol from corn.
Loss Of Governmental Support And Incentives For Ethanol Could Reduce The Use Of Ethanol And Materially And Adversely Affect Lincolnway Energy's Results Of Operations And Financial Position. There have been various federal and state laws and regulations and programs which have lead to the increasing use of ethanol, including various subsidies, tax exemptions and other forms of financial incentives. Some of the laws provide economic incentives to produce or use ethanol and other biofuels and some of the laws mandate the use of ethanol and other biofuels.
No guarantee can be given that any of those laws, regulations or programs will be continued, and the revocation or amendment of any one or more of those laws, regulations or programs could adversely affect the future use and price of ethanol in a material way. Governmental support of the ethanol industry may decrease due to the ongoing governmental budget and deficit issues. The current governmental support of the ethanol industry may also decrease as the ethanol industry matures and advances, or in the event of any adverse environmental or other occurrences in the ethanol industry.
Some of the significant federal support programs have already expired or have been discontinued. For example, various material ethanol tax incentives, including the 45¢ per gallon blenders credit for ethanol use and the 54¢ secondary tariff on imported ethanol, expired on December 31, 2011. It appears that this credit and tariff will not be renewed. Although the loss of those tax incentives was expected, the loss still had materially adverse effects on the ethanol industry.
Some other areas where the ethanol industry had hoped for additional legislative or regulatory support were for credits or other forms of support for the installation and use of blender pumps or flex fuel vehicles capable of using ethanol blends in excess of 15% and up to 85%. No significant advancements have, however, been made in those areas and those areas are material issues for increasing the use of ethanol.
As noted above, the ethanol and biofuels industry has received substantial negative press as of late regarding the possible negative effects and side effects of ethanol and other biofuels production. Any negative public sentiment could lead to decreases in governmental support of the ethanol industry.
Another continuing regulatory or governmental support issue for the ethanol industry is the fact that current law and infrastructure effectively preclude the use of higher ethanol blends in conventional automobiles, sometimes referred to as the "blend wall." The prior permitted blend amount was E10. Advocates lobbied the EPA and Congress for years to increase the permitted percentage for all vehicles from anywhere to 12% to 20%, but the EPA elected in January 2011 to only permit E15 and only for use in automobiles with a model year of 2001 or newer and for flex fuel vehicles. The EPA's action was not viewed as significant to the ethanol industry because of the limitation on vehicles and because many retailers do not have the proper dispensing equipment needed in order to offer E15. There was substantial resistance to increasing the permitted ethanol blend percentage from 10% to 15%, and there is substantial resistance to any further increases over 15% from various groups, as further discussed below. No advancements were made on this issue during 2014.
The remaining key component of the federal government's support for the ethanol industry is the renewable fuels standard that arose out of the Energy Independence and Security Act of 2007. Under that legislation, the renewable fuels mandate was increased to 36 billion gallons by 2022, with that requirement broken down among conventional biofuel, which includes ethanol derived from corn starch, advanced biofuels and cellulosic biofuels. There have, however, been various waiver requests from those standards filed with the U.S. Environmental Protection Commission, as well as calls for reductions in, or the repeal of, those standards. The EPA did announce in mid-November 2012 that the first of those waiver requests did not meet the statutory threshold for the evidence necessary to grant the waiver request. Additional waiver requests and continued efforts to extend the period of time for complying with the renewable fuels standards, or for reductions in, or the repeal of, those standards, are, however, ongoing, as discussed below. Also, if ethanol and biofuels production does not increase, or declines due to adverse market conditions, that may lead to the need to lower, suspend or extend out further the renewable fuels standards, which might also provide support for those who want to reduce or eliminate those standards. Any of those actions would have adverse effects on the ethanol industry, which could be material, in particular any further significant extension of the compliance period or any repeal of, or reductions in, the renewable fuel standards.
As noted, two material legislative and regulatory risks to the ethanol industry are the possibility of the repeal of or reductions in, or further extensions for compliance with, the renewable fuels standards, and the possibility of no further increases in the permitted levels of ethanol blends in gasoline. Both of those areas are critical to both the current levels of use of ethanol and any possible future increases in, or demand for, the use of ethanol. There are industry and legislative proponents for altering those standards or eliminating those standards, and for there to be no further increases in the permitted levels of ethanol blends. For example, the American Petroleum Institute ("API") supports a repeal of the renewable fuels standards and is a strong advocate against any further increases in permitted levels of ethanol blends. The API has a strong lobby, and there is some growing support among some legislators for its positions. For example, bills were proposed during the first quarter of 2013 to ban ethanol blends above 10%, to repeal the renewable fuels standards and to repeal the corn based ethanol requirements of the renewable fuels standards. The API has an aggressive lobbying, media and public relations campaign advocating the repeal of the renewable fuels standards. The 2012 drought and the resultant increase in corn costs are some of the factors pointed to as reasons to discontinue support for the ethanol and renewable fuels industries, based on an argument that those industries increase corn costs, and thereby food costs and costs to the livestock industry. The American Fuel & Petrochemical Manufacturers, AAA (the driving club), the restaurant industry, the livestock industry and various consumer, environmental and trade groups have also come out in support of a repeal of, or a reduction in, the renewable fuels standards and against increases in the permitted levels of ethanol blends. The API and other advocates also point to increased U.S. production of oil and the recent discoveries of additional domestic gas and oil resources as warranting rethinking federal policies on renewable fuels, including the renewable fuels standards. Some experts estimate that the U.S. can become self sufficient in oil production, or in conjunction with Canada and Mexico, and an oil exporter, given the recent ability to tap into domestic oil sources that previously could not be utilized efficiently due to technological limitations.
Also, if ethanol production does not increase, or declines due to the adverse market conditions, that may lead to the need to lower, suspend or extend out further the renewable fuels standards, which then might also provide support for those who want to reduce or eliminate those standards. The ethanol industry is aggressively lobbying against the above types of changes, and for increases in the permitted ethanol fuel blends and other legislation to promote the increased availability and use of ethanol fuel blends of E15 up to E85, but the actions of the EPA that are discussed in the following paragraphs suggest that the EPA is at least currently accepting the arguments and positions of the API and related groups.
The EPA has the authority to make adjustments to the annual renewable fuels standards blending requirements and to grant waiver requests from those requirements. The EPA has received various waiver requests in the past and the EPA exercised its authority to adjust the renewable fuels standards in the past, including by adjusting the requirements for cellulosic ethanol. The EPA’s past actions on this issue have not generated substantial or material concerns for the ethanol industry because the past actions were limited to cellulosic ethanol and there have been delays in the advancement of cellulosic technology and plants. The EPA’s proposal for the 2014 renewable fuels standards levels, and its reasoning for those levels, has, however, created material concerns and issues for the ethanol and biofuel industry.
The EPA issued its proposal for the 2014 standards on November 15, 2013, and under the proposal biofuels blending would see nearly across the board reductions from the levels otherwise required under the renewable fuels standards. As two examples, under the proposal, the EPA would require 15.21 billion gallons of total renewable fuel, as opposed to the 18.15 billion gallons otherwise required under the standards, and 17 million gallons of cellulosic biofuel, as opposed to the 1.75 billion gallons otherwise required under the standards. The EPA proposal also lowered the standard for conventional biofuel, which includes corn-based ethanol. The proposal would require 13.01 billion gallons of conventional biofuel, as opposed to the 13.8 billion gallon level that had been set for 2013 and the 14.4 billion gallons otherwise required by the standards. In the end, the EPA pulled their proposal and will re-look at the situation in 2015.
The EPA cited various reasons in support of its proposal, including the ethanol 10% blend wall being reached, infrastructure concerns, and lack of sufficient growth in ethanol and biofuel use.
The EPA has still not issued its final proposal, but the EPA's initial proposal is a potentially significant setback for the ethanol and biofuels industry not only currently but also longer term because of the reasoning utilized by the EPA and the potential trend the proposal might evidence in the governments view and future approach for the renewable fuels standards and ethanol and biofuel in general. The EPA has appeared to accept the positions of the API and other advocates against ethanol in setting the levels in the EPA’s proposal, and the end result desired by those advocates is the repeal of the renewable fuels standards and of any other governmental support for ethanol and biofuel blended fuels.
In addition, both the API and the American Fuel & Petrochemical Manufacturers have already filed a waiver request with the EPA for the EPA’s 2014 requirements, and other waiver requests are expected. The EPA has indicated a willingness to consider waiver requests. The API has also threatened other litigation, including based on the fact that the EPA continues to fail to meet its statutory deadline of setting the renewable fuels standards levels by November 30 of the prior year.
Ethanol and biofuel advocates have challenged the EPA’s proposal, including based on the grounds that the EPA does not have the statutory authority to consider the basis alleged by the EPA as support for the various parts of the EPA’s proposal and that the EPA’s analysis is not correct in any event.
The actions of states are also important to the ethanol industry, and some states, such as Iowa and Minnesota, have various requirements which support the ethanol industry. A key state, however, California, has passed a low carbon fuel standard which will effectively shut out grain-based ethanol from outside California in the coming years. The legislation adopted by California, and any other similar legislation that might be adopted by any other states, could make it difficult to timely meet the renewable fuels standard.
There have also been some adverse movements in other states, such as efforts to ban ethanol in New Hampshire, labeling concerns in Nebraska and a repeal threat of the Florida renewable fuels standards.
Interruptions In The Supply Of Water, Electricity, Natural Gas Or Other Energy Sources Or Other Interruptions In Production Would Have An Adverse Effect On Lincolnway Energy's Ethanol Plant. Interruptions in the supply of water, electricity, natural gas or other energy sources at Lincolnway Energy's ethanol plant would have a material adverse impact on operations, and could require Lincolnway Energy to halt production at the ethanol plant.
Interruptions in or the loss of the supply of water, electricity, natural gas or other energy sources could occur, for example, because of software or other computer problems at the ethanol plant or at the plants of the suppliers of the water, electricity, natural gas or other energy. Lincolnway Energy's and any suppliers' use of its software and other computer systems will be subject to attack by computer hackers, and to failure or interruption through equipment failures, viruses, acts of God and other events beyond the control of Lincolnway Energy or a supplier.
Lincolnway Energy's operations are also subject to significant interruption if its ethanol plant experiences a major accident or is damaged by severe weather or other natural disasters. Lincolnway Energy's operations are also subject to labor disruptions and unscheduled down time, and other operational hazards inherent in the ethanol industry, such as equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures, transportation accidents and natural disasters. Some of these operational hazards may cause personal injury or loss of life, severe damage to or destruction of property and equipment or environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties against Lincolnway Energy.
Lincolnway Energy's business is dependent upon the continuing availability of railroads, railcars, truck fleets and other infrastructure necessary for the production, transportation and use of ethanol. Any disruptions or interruptions in that infrastructure could have a material adverse effect on Lincolnway Energy.
Lincolnway Energy may not have insurance covering any of these types of matters or occurrences. Any insurance Lincolnway Energy may have in place may not be adequate to fully cover the potential losses and hazards, and Lincolnway Energy may not be able to renew the insurance on commercially reasonable terms or at all.
Competition From Other Ethanol Producers Or Energy Sources Could Adversely Affect Lincolnway Energy And Could Reduce Lincolnway Energy's Profitability. The ethanol industry is competitive and will likely become increasingly more competitive. The competitors include both regional farmer-owned entities, and also the major oil companies and other large companies. The U.S. ethanol industry also faces significant and increasing competition from international suppliers of ethanol.
Any increase in domestic or foreign competition could cause Lincolnway Energy to have to reduce its prices and take other steps to compete effectively, which could adversely affect Lincolnway Energy's results of operations and financial position.
Many competitors will have greater production capacity and/or greater capital or other financial resources, any of which may make it difficult for Lincolnway Energy to compete with the competitor. A competitor may also offer other products or services that are not offered by Lincolnway Energy, which may give the competitor an additional advantage over Lincolnway Energy.
An ethanol plant utilizing corn to produce ethanol will also experience competition from other plants which produce ethanol from other products. For example, ethanol can be produced from corn stover, rice straw, wheat, cheese whey, potatoes, wheat, oats, barley straw, milo, sorghum, sugar bogasse, rice hulls, various wastes (such as wood and vegetation) and cellulose based biomass. Various federal incentives have been enacted to encourage and support the development of cellulosic based ethanol production, and the Energy Independence and Security Act of 2007 provides that 16 billion gallons of the 36 billion gallon renewable fuels mandate for 2022 must come from cellulosic biofuel. Many companies were developing cellulosic based ethanol plants as of the time of the preparation of this annual report. Cellulosic and other ethanol technologies are viewed by many as the "next generation" ethanol technologies.
Although Lincolnway Energy believes there will continue to be a place for corn based ethanol production within the ethanol industry, it is possible that at some point in the future governmental and public support of the ethanol industry may be focused primarily upon, and provide significant advantages or benefits to, cellulosic and other developing ethanol technologies, which could have adverse effects on Lincolnway Energy and corn based ethanol production in general. The requirements for the use of cellulosic and other advanced biofuels in the 2007 energy act are evidence of the government's support of, and trending to, those types of biofuels. The public may also eventually support cellulosic and other advanced biofuels because of the perception that those types of biofuels do not have some of the perceived negative effects of corn based ethanol, such as the food versus fuel debate, given that cellulosic and other advanced biofuels are not made from products otherwise used in the food chain and are in some cases produced from waste type products.
It is also possible that one or more of the other sources of products for ethanol production may from time to time have greater advantages than corn, which would adversely affect an ethanol plant that produces ethanol solely from corn. For example, a plant using one of those sources may be able to produce ethanol on a more economical basis or on a more efficient or greater scale. The increased production of ethanol from any of those sources could also adversely affect the price for ethanol generally. Lincolnway Energy's ethanol plant is designed to produce ethanol only from corn.
Some competitors operate their ethanol plant and produce ethanol using different sources of energy or using various other sources of energy. The other sources of energy include various forms of waste type products such as wood, tires, construction waste and manure. Those competitors may have lower production and input costs and/or higher operating efficiencies than Lincolnway Energy, which would allow them to produce and market their ethanol at lower prices than Lincolnway Energy.
Competition from newly developed fuel additives would also reduce the use of ethanol and Lincolnway Energy's profitability. Although it is difficult to predict if any new fuel additives will be developed, it will likely occur at some point, and it could be in the near future.
Research is also continually being conducted for alternatives to petroleum based fuel products and for additional renewable fuel products. For example, research is ongoing regarding the use of hydrogen, electric or solar powered vehicles and fuel cells. A breakthrough or discovery in any research could conceivably occur at any time, and will occur at some point, and could have the effect of greatly reducing the use of ethanol or of even making the use of ethanol obsolete over time. There will be increased incentives to develop alternatives to petroleum based fuel products given the high gasoline prices over the last four years and the uncertainty in the Middle East. It is also commonly agreed that the dependence of the U.S. on foreign oil places the U.S. in difficult political and economic circumstances, and the federal government will likely assist in the development of alternatives to petroleum based fuel products given the issues that arise from the dependence of the U.S. on foreign oil.
Technological Advances Could Make Lincolnway Energy's Ethanol Plant Less Competitive. Technological advances in the processes and procedures for producing ethanol and in the efficiency of ethanol plants are continually occurring, and further ongoing advances should be expected. It is possible that those advances could make the processes and procedures that are utilized at Lincolnway Energy's ethanol plant or the ethanol and/or other by-products produced at the ethanol plant less competitive when compared to other producers. Any modifications or changes to Lincolnway Energy's ethanol plant to utilize any new technology could be technologically or cost prohibitive, and could, at least initially, reduce Lincolnway Energy's profitability.
There Are Potential Conflicts Of Interest In The Structure And Operation Of Lincolnway Energy. Although Lincolnway Energy does not believe any conflict of interest exists which in practice will be detrimental to Lincolnway Energy, potential conflicts of interest do exist in the structure and operation of Lincolnway Energy and its business. For example, the directors and officers of Lincolnway Energy are not required to devote their full time or attention to Lincolnway Energy, and they are all involved in other full time businesses and may provide services to others. Some of the directors or officers might be owners or otherwise interested in other ethanol plants. The directors and the officers will experience conflicts of interest in allocating their time and services between Lincolnway Energy and their other businesses and interests.
The various companies that provide marketing and other services to Lincolnway Energy are also not required to devote their full time or attention to those services, and they will very likely be involved in other ethanol plants and ethanol related businesses and possibly other businesses or ventures, including having ownership or other interests in other ethanol plants. The companies will therefore experience conflicts of interest in allocating their time and services between Lincolnway Energy and their various other ethanol plants or business ventures. The companies providing ethanol and distiller's grains marketing services to Lincolnway Energy will be providing those same services to other ethanol plants, and may experience conflicts of interest in allocating favorable sales and sales when the supply of ethanol or distiller's grains exceeds the demand.
Risks Relating To Lincolnway Energy's Units.
Lincolnway Energy's Units Are Not A Liquid Investment. No market exists for Lincolnway Energy's units. A market will not develop for the units because the units are not freely transferable and can only be sold, assigned or otherwise transferred in compliance with the federal and applicable state securities laws and the terms and conditions of the second amended and restated operating agreement and unit assignment policy of Lincolnway Energy, which require the prior approval of the board for all sales and assignments of any units. The restrictions set out in the securities laws, the second amended and restated operating agreement and the unit assignment policy may at times preclude the transfer of a unit. The units are therefore not a liquid investment.
There Is No Guarantee Of Any Distributions From Lincolnway Energy. Lincolnway Energy is not required to make any distributions to its members. Lincolnway Energy could also be prohibited, or at least limited or restricted, from making any distributions under the terms of Lincolnway Energy's credit and loan agreements. Lincolnway Energy's financial situation may also not allow it to make any distributions to its members in any event. The payment of distributions will also always be at the discretion of the board of Lincolnway Energy and will depend on, among other things, the board's analysis of Lincolnway Energy's earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions regarding the payment of distributions and any other considerations that the board deems relevant. There is therefore no assurance of regular distributions, or any distributions at all, to Lincolnway Energy's members.
The Staggered Terms Of Lincolnway Energy's Board May Delay Or Prevent Lincolnway Energy's Acquisition By A Third Party. Lincolnway Energy's second amended and restated operating agreement provides for three classes of directors, based upon the term of office, with each director holding a three year term. Some view that type of provision as making more difficult, or as deterring, a merger, tender offer or acquisition involving Lincolnway Energy that might result in the members receiving a premium for their units.
Taxation And Other Risks.
Members Will Owe Taxes On Lincolnway Energy's Profits But May Never Receive Any Distributions From Lincolnway Energy. Lincolnway Energy is not required to make any distributions, and it is possible that no distributions will be made by Lincolnway Energy, even if Lincolnway Energy has profits.
Any Lincolnway Energy profits will be taxable to its members in accordance with the members' respective percentage ownership of the units, whether or not the profits have been distributed. Even if distributions are made, the distributions may not equal the taxes payable by a member on the member's share of Lincolnway Energy's profits.
Lincolnway Energy could also sustain losses offsetting the profits of a prior tax period, so a member might never receive a distribution or be able to sell the member's units for an amount equal to the taxes which have already been paid by the member.
The Internal Revenue Service Could Challenge Allocations And Audit Lincolnway Energy's Tax Returns. The second amended and restated operating agreement of Lincolnway Energy provides for the allocation of profits, losses and credits among the members. The Internal Revenue Service might challenge those allocations and reallocate various items in a manner which reduces deductions or increases income to the members, both of which would result in additional tax liability for members.
The Internal Revenue Service might also audit Lincolnway Energy's returns, and adjustments might be required as a result of an audit. If an audit results in an adjustment, members could be required to file amended returns and to pay back taxes, plus interest and possibly penalties. The members' tax returns might also be audited.
The Tax Laws May Change To The Detriment Of Lincolnway Energy And Its Members. It is possible that the current federal and/or state tax treatment given to an investment in the units or to Lincolnway Energy may be changed by subsequent legislative, administrative or judicial action. Any such changes could significantly alter the tax consequences and decrease the after tax rate of return on investment in the units.
For example, although Lincolnway Energy anticipates being treated as a partnership for tax purposes, if for some reason Lincolnway Energy was classified or treated as a corporation, or Lincolnway Energy's board determined that it would be beneficial for Lincolnway Energy and its members for Lincolnway Energy to become taxed as a corporation, Lincolnway Energy would pay corporate income tax and no profits or losses would flow through to the members. The payment of taxes by Lincolnway Energy would lower the cash available for distribution to the members, and any distributions would be taxed to the members as dividends.
Software Problems And Computer Viruses May Have A Materially Adverse Effect Upon Lincolnway Energy. Lincolnway Energy will utilize various software applications in connection with its ethanol operation. There is no assurance that the operation of any software or other computer systems will be uninterrupted or error free or will otherwise be successful. There is also no assurance or guarantee that the software will continue to be available to Lincolnway Energy or that the software will be able to be maintained and updated as necessary from time to time.
Lincolnway Energy 's use of its software and other computer systems will be subject to attack by computer hackers and to failure or interruption through viruses or acts of God or other occurrences beyond the control of Lincolnway Energy, such as computer failure, communications line failure, power failure, mechanical failure, equipment malfunction or failure, and lightning.
The refiners, suppliers and other persons who Lincolnway Energy has business relationships with are also subject to the same software and computer system risks, and may affect their ability to do business with Lincolnway Energy.
Any problems with any software or other computer systems might have material adverse effects on Lincolnway Energy.
Item 1B.
Item 1B. Unresolved Staff Comments.
This Item is not applicable to Lincolnway Energy because Lincolnway Energy is not an accelerated filer, a large accelerated filer or a well-known seasoned issuer, as those terms are defined in the rules of the Securities and Exchange Commission.
Item 2.
Item 2. Properties.
Lincolnway Energy's office and its ethanol plant are located on approximately 64 acres in Nevada, Iowa. Lincolnway Energy owns the real estate and its office and ethanol plant, but all of those properties are subject to mortgages and security interests held by Lincolnway Energy's lenders.
Lincolnway Energy's office building has approximately 1,400 square feet. Lincolnway Energy utilizes the office building for office space for Lincolnway Energy's management and other staff. Lincolnway Energy was utilizing approximately 95% of the available office space as of the date of this annual report, with the remaining 5% being available to accommodate any expansion of Lincolnway Energy's staff. The office building also includes grain receiving facilities.
Lincolnway Energy's ethanol plant and related facilities include the following material buildings and related fixtures and equipment:
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process building containing lab, offices and control room;
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maintenance building containing offices, storage and a welding shop;
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administration building containing furniture and fixtures, office equipment, computers, telephone system, board room and grain receiving; and
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rail spur, paved access roads, dryers, evaporators, fermenters, grain bins and storage facilities for ethanol and distiller's grains.
Lincolnway Energy also owns approximately 147 acres of real estate which is adjacent to the 64 acre parcel noted above. Approximately 54 acres of this real estate was used to construct additional railroad spur tracks as discussed in the following paragraph. The remaining 93 acres are available for future development, but Lincolnway Energy does not, currently, have any definite plans for the use of that real estate in Lincolnway Energy's ethanol operations, and most of the real estate will likely be custom farmed during 2014.
Lincolnway Energy leases 105 hopper rail cars which are used for transporting distiller's grains. Lincolnway Energy has two leases for the hopper rail cars that will expire in October 2016 and June 2019. Lincolnway Energy also leases 160 tank rail cars that are used for transporting ethanol. The scheduled term of the leases goes to September 2016 for 100 cars, March 2019 for 15 cars, March 2020 for 15 cars and June 2021 for 30 cars.
Lincolnway Energy also leases various miscellaneous office equipment and equipment utilized in the operation of the ethanol plant.
Item 3.
Item 3. Legal Proceedings.
Except as noted in the following paragraphs, as of the date of this annual report, Lincolnway Energy was not aware of any material pending legal proceeding to which Lincolnway Energy was a party or of which any of Lincolnway Energy's property was the subject, other than ordinary routine litigation, if any, that was incidental to Lincolnway Energy's business. As of the date of this annual report, Lincolnway Energy was not aware that any governmental authority was contemplating any material proceeding against Lincolnway Energy or any of Lincolnway Energy's property.
On May 3, 2010, Lincolnway Energy was sued by GS CleanTech Corporation ("CleanTech"), a wholly owned subsidiary of GS (Green Shift) CleanTech Corporation. The lawsuit involves claims by CleanTech that it owns proprietary rights related to methods for the separation of corn oil from the by-product stream of the dry mill ethanol manufacturing process, and post-oil removal processing methods. The lawsuit was initially filed in United Stated District Court for the Northern District of Iowa as Case No. 5:10-cv-04036, and alleged infringement of United States Patent No. 7,601,858. Additional patents were subsequently asserted by CleanTech against Lincolnway Energy.
Shortly after the case was filed, CleanTech petitioned the Multi-District Litigation Panel of the Federal Judiciary (the "MDL Panel"), and was successful in having Lincolnway Energy's case as well as numerous other cases moved to the United States District Court for the Southern District of Indiana for all pretrial activity. The Multi-District Litigation ("MDL") proceeding is captioned: In re: Method of Processing Ethanol Byproducts and Related Subsystems Patent Litigation, and has been assigned the following case number by the Court: Master Case No.: 1:10-ml-2181-LJM-DML. The Order by the MDL Panel operated to join multiple defendants from differing actions into the consolidated MDL proceeding. Lincolnway Energy has joined with these defendants, consisting of a number of other ethanol manufacturers as well as ethanol process equipment manufacturers, in defending the claims asserted by CleanTech.
The MDL defendants collectively filed Motions for Summary Judgment asserting that each did not infringe the patents-at-issue and, further, that said patents are invalid. On November 13, 2014, the US District Court released its Ruling & Order on Summary Judgment. The Court held that Lincolnway Energy did not infringe the patents-at-issue and further ruled that said patents are invalid and, thus, unenforceable against Lincolnway Energy. The Court also denied CleanTech's Motion for Summary Judgment of Infringement and Enforceability against Lincolnway Energy.
There are remaining claims of inequitable conduct of CleanTech and its attorneys as well as counterclaims filed by various of the MDL defendants. Once these issues are determined, a final judgment against CleanTech will be entered, at which time CleanTech has announced that it will appeal the unfavorable determinations to the U.S. Court of Appeals for the Federal Circuit.
Lincolnway Energy was successful on the Motion For Summary Judgment as noted above, but given CleanTech's stated intention to appeal, Lincolnway Energy is unable as of the date of this annual report to determine the ultimate likelihood of an unfavorable outcome or the amount or range of possible loss or whether the lawsuit will have a material adverse affect on Lincolnway Energy. The lawsuit has, however, increased Lincolnway Energy's legal costs.
Item 4.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Lincolnway Energy is authorized to issue an unlimited number of units, but member approval is required in order to issue more than 90,000 units. Lincolnway Energy had 42,049 outstanding units as of November 30, 2014, which were held of record by 950 different members. The determination of the number of members is based upon the number of record holders of the units as reflected in Lincolnway Energy's internal unit records.
Lincolnway Energy did not issue any units during the fiscal year ended September 30, 2014.
Lincolnway Energy's units are not listed on any exchange, and there is no public trading market for Lincolnway Energy's units. An investment in Lincolnway Energy's units is not a liquid investment because the second amended and restated operating agreement of Lincolnway Energy establishes various conditions on the issuance of additional units and various restrictions on the sale, assignment or other transfer of units.
The second amended and restated operating agreement of Lincolnway Energy, as amended, provides that the board of Lincolnway Energy may not issue more than an aggregate of 90,000 units without the vote of the members, except that the directors of Lincolnway Energy may effectuate a split of the outstanding units into a lesser or greater number of units, based upon a uniform multiple, without the vote of the members. In that event, the 90,000 amount shall also be increased or decreased in accordance with the multiple that was utilized in the split of the units. The second amended and restated operating agreement also provides that Lincolnway Energy may not issue any units to any director or officer of Lincolnway Energy in their capacity as such, without the vote of the members. The necessary vote in any of the circumstances described in this paragraph is the vote of the members holding at least a majority of the outstanding units represented at a meeting at which a quorum of the members is present. The members holding at least 25% of the outstanding units constitute a quorum at any meeting of the members.
The second amended and restated operating agreement of Lincolnway Energy also provides that no member shall, directly or indirectly, own, hold or control more than 49% of the outstanding units at any time, unless the member exceeds that percentage by reason of Lincolnway Energy purchasing units. The second amended and restated operating agreement provides that for this purpose a member will be deemed to indirectly own, hold and control all units which are owned by the member's spouse or any of the member's parents or minor children and by any entity of which any one or more of the member or any of those relatives owns at least 10% of the outstanding voting equity of the entity.
The second amended and restated operating agreement of Lincolnway Energy also establishes restrictions on the sale, assignment or other transfer of units.
The second amended and restated operating agreement provides that a member may not sell, transfer, assign or otherwise dispose of or convey any units, whether voluntarily or involuntarily, or grant a security interest in any units, except in compliance with the second amended and restated operating agreement and also only with the prior written approval of the board of Lincolnway Energy and in compliance and accordance with the policies and procedures as may be adopted from time to time by the board. The board is authorized to adopt and implement those policies and procedures for any reasonable purpose, as determined by the board. A reasonable purpose includes prohibiting, restricting, limiting, delaying or placing conditions on any assignment of units which, alone or together with any other past or anticipated assignments, would or might reasonably be determined to:
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Violate or cause Lincolnway Energy to violate or to otherwise be in noncompliance with any law, rule, regulation or order, including any securities law, rule, regulation or order;
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Cause Lincolnway Energy to be taxed as a corporation for tax purposes, including by reason of Section 7704 of the Internal Revenue Code of 1986;
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Result in the termination of Lincolnway Energy or Lincolnway Energy's tax year for tax purposes, including under Section 708 of the Internal Revenue Code of 1986, or cause the application to Lincolnway Energy of Sections 168(g)(1)(B) or 168(h) of the Internal Revenue Code of 1986 or similar or analogous rules;
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Violate any term or condition of the second amended and restated operating agreement, including the 49% ownership limitation noted above;
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Violate or cause Lincolnway Energy to violate or to otherwise be in noncompliance with any law, rule, regulation or order applicable to Lincolnway Energy's selection or use of its then current fiscal year, including Section 444 of the Internal Revenue Code of 1986;
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Require Lincolnway Energy to become licensed, registered or regulated as an investment company, a broker-dealer or any other form of regulated entity under any law, rule, regulation or order; or
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Create or result in any fractional units.
The policies and procedures adopted by the board regarding the assignment of units are referred to as the unit assignment policy. Lincolnway Energy's current unit assignment policy mirrors the terms of the second amended and restated operating agreement and provides that all assignments require the prior approval of the board, and that the board may prohibit, restrict, limit, delay or place conditions on any assignment which might have any of the effects described in the preceding subparagraphs. Several of those potential effects could be applicable to Lincolnway Energy at any given time.
One example that will be applicable to Lincolnway Energy on an ongoing basis arises from the fact that Lincolnway Energy is taxed as a partnership for income tax purposes. There are various statutes and regulations that Lincolnway Energy must comply with in order to maintain that tax classification. One applicable statute and related regulation is Section 7704 of the Internal Revenue Code of 1986 and Section 1.7704-1 of the Treasury Regulations. Section 7704 provides, in general, that a partnership which becomes a publicly traded partnership under Section 7704 will be taxed as a corporation. Section 7704 provides that a publicly traded partnership is a partnership whose interests either are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent. Section 1.7704-1 sets forth some rules for making a determination of whether a partnership is readily tradable on a secondary market or the substantial equivalent for that purpose, and establishes some specified processes and procedures as "safe harbors" under the publicly traded partnership rules. The safe harbors include a limited matching service and a limited repurchase option.
The general rule under the publicly traded partnership rules is that no more than 2% of a partnership's outstanding units may be transferred during any taxable year, unless the partnership has established one of the safe harbors that are available under the publicly traded partnership rules. As noted above, the safe harbors include a limited matching service and a limited repurchase option. If one or both of those processes have been established, a partnership may permit the transfer of up to an aggregate of 10% of the partnership's outstanding units during any taxable year, so long as no more than 2% of the transfers occur outside of the matching service or the repurchase option and all of the other transfers are made in accordance with the terms of the matching service or the repurchase option.
Lincolnway Energy has established a qualified matching service on Lincolnway Energy's website, and the second amended and restated operating agreement of Lincolnway Energy includes a repurchase provision that complies with the safe harbor for a repurchase option under the publicly traded partnership rules. There are numerous conditions and requirements in both the qualified matching service and the repurchase option, so neither provides any significant liquidity for Lincolnway Energy's units. Also, Lincolnway Energy has no obligation to purchase any units under the repurchase provisions in the second amended and restated operating agreement.
Lincolnway Energy has not made any repurchases of its units pursuant to the repurchase provisions set forth in the second amended and restated operating agreement.
There have been some sales of units pursuant to Lincolnway Energy's qualified matching service. The purchase price and other terms of any transactions pursuant to Lincolnway Energy's qualified matching service are negotiated and established solely by the seller and the buyer. Lincolnway Energy does not endorse or recommend any sale of units and is not responsible for the fairness of the purchase price paid in any transactions made pursuant to the qualified matching service, or for the payment or other terms of any transaction. Lincolnway Energy therefore does not represent or guarantee in any way that any of the prices paid pursuant to the qualified matching service are fair or accurately reflect the value of Lincolnway Energy's units, and Lincolnway Energy does not endorse or recommend any sales of units at any of the prices listed by a member in the qualified matching service or on the same or similar terms.
The publicly traded partnership rules exclude some types of transfers from the 2% and 10% limitations. As an example, a gift of units by a member to certain family members of the member is not counted towards the 2% and 10% limitations.
The second amended and restated operating agreement and the unit assignment policy both contemplate that a member desiring to assign any units must present Lincolnway Energy with a unit assignment application and any other information requested by the board. The board is not required to act on a unit assignment application until the next regularly scheduled meeting of the board which follows the date on which Lincolnway Energy receives the completed and executed unit assignment application.
An assignment of a unit which is approved by the board will be effective for all purposes, including for purposes of allocations and distributions, only as of the date determined by the board, but the date must be within 32 days of the date of the approval of the assignment by the board. Lincolnway Energy believes that approach is necessary in order to provide a uniform effective date for assignments of units.
The unit assignment policy also provides that Lincolnway Energy may require the assigning member or the assignee to provide a legal opinion to Lincolnway Energy regarding the assignment, and that Lincolnway Energy may require that Lincolnway Energy be paid or reimbursed for all of its fees, costs and expenses incurred in connection with any assignment, including legal and accounting fees.
As of the date of this annual report, Lincolnway Energy did not have any equity compensation plans (including any individual equity compensation arrangements) in place for any directors, officers, employees or other persons.
As of the date of this annual report, Lincolnway Energy had no plans to, and had not agreed to, register any of its units under any federal or state securities laws.
There were no outstanding warrants, options or other rights to purchase any units of Lincolnway Energy as of the date of this annual report, and there were no outstanding securities which were convertible or exchangeable into or for any units of Lincolnway Energy. Lincolnway Energy's units are not convertible into any other securities.
The payment of distributions to members by Lincolnway Energy is within the discretion of the board of Lincolnway Energy, and there is no assurance of any distributions from Lincolnway Energy. The payment of distributions is also subject to Lincolnway Energy's compliance with the various covenants and requirements of Lincolnway Energy's credit and loan agreements, and it is possible that those covenants and requirements will at times prevent Lincolnway Energy from paying a distribution to its members.
Lincolnway Energy has declared seven distributions since Lincolnway Energy was organized in May 2004. The first distribution was declared in November 2006 and was in the amount of $150 per unit, resulting in an aggregate distribution of $6,428,850. The second distribution was declared in May 2007, and was in the amount of $200 per unit, resulting in an aggregate distribution of $8,409,800. The third distribution was declared in November 2007, and was in the amount of $125 per unit, resulting in an aggregate distribution of $5,256,125. The fourth distribution was declared in May 2008, and was in the amount of $75 per unit, resulting in an aggregate distribution of $3,153,675. The fifth distribution was declared in February 2010, and was in the amount of $50 per unit, resulting in an aggregate distribution of $2,102,450. The sixth distribution was declared in February 2012, and was in the amount of $25 per unit, resulting in an aggregate distribution of $1,051,225. The seventh distribution was declared December 8, 2014 and was in the amount of $325 per unit, resulting in an aggregate distribution of $13,665,925.
Lincolnway Energy does not contemplate being able to establish a definite or regular distribution policy or history because the determination of whether a distribution can or should be made by Lincolnway Energy will need to be made by the board of Lincolnway Energy based upon the then existing facts and circumstances of Lincolnway Energy, which could change materially from time to time. For example, although a distribution was declared in November of both 2006 and 2007 and in May of both 2007 and 2008, the board of Lincolnway Energy determined that no distribution should be made by Lincolnway Energy during November 2008, May 2009 or in November 2009, given the generally unfavorable economic outlook and the prevailing conditions in the ethanol industry. As noted above, Lincolnway Energy did declare a distribution in February of 2010 and February 2012, but both of those distributions were at a lower per unit amount than the prior distributions by Lincolnway Energy. Also, no distribution was declared in November of 2010, in February or November of 2011, in November 2012 or during 2013.
None of Lincolnway Energy's units were purchased by or on behalf of Lincolnway Energy or any affiliated purchaser (as defined in Rule 10b-18(a)(3) of the Securities Exchange Act of 1934) of Lincolnway Energy during the period of July 1, 2014 to September 30, 2014. As of the date of this annual report, Lincolnway Energy did not have any publicly announced plans or programs with respect to purchases of its units.
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Item 6.
Item 6. Selected Financial Data.
The following information is summary selected financial data for Lincolnway Energy for the fiscal years ended September 30, 2014, 2013, 2012, 2011 and 2010 with respect to statements of operations data and balance sheet data. The data is qualified by, and must be read in conjunction with, Item 1A of this annual report, "Risk Factors", Item 7
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Except for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties, and which speak only as of the date of this annual report. No one should place strong or undue reliance on any forward looking statements. Lincolnway Energy's actual results or actions may differ materially from these forward-looking statements for many reasons, including the risks described in Item 1A and elsewhere in this annual report. This Item should be read in conjunction with the financial statements and related notes and with the understanding that Lincolnway Energy's actual future results may be materially different from what is currently expected or projected by Lincolnway Energy.
Overview
Lincolnway Energy is an Iowa limited liability company that operated as a dry mill, coal fired ethanol plant located in Nevada, Iowa. Lincolnway Energy has been processing corn into fuel grade ethanol and distillers grains since May 22, 2006. The ethanol plant has a nameplate production capacity of 50,000,000 gallons, which, at that capacity, would also generate approximately 136,000 tons of distillers' grains per year. The ethanol plant produced 56,806,386 gallons of ethanol and 150,392 tons of distillers' grains during the fiscal year ended September 30, 2014. Lincolnway Energy had a planned shut down during the months of October 2013 and April 2014 to complete routine maintenance work.
Lincolnway Energy's plant also produces corn oil and carbon dioxide.
Lincolnway Energy's ethanol was sold pursuant to an ethanol marketing agreement between Lincolnway Energy and GPTG until December 31, 2012, and pursuant to an agreement between Lincolnway Energy and Eco-Energy commencing January 1, 2013. The purchase price payable to Lincolnway Energy under both of the agreements is the purchase price set forth in the purchase order for the ethanol in question, less various costs and a marketing fee. Title and all risk of loss and damage to all ethanol passed to GPTG or Eco-Energy at the time the ethanol passed across the inlet flange into the rail cars or trucks of the carrier at the Lincolnway Energy plant.
Lincolnway Energy's output of distiller's grains was sold to Hawkeye Gold, LLC under a Distiller's Grains Marketing Agreement between Lincolnway Energy and Hawkeye Gold, LLC. Lincolnway Energy paid Hawkeye Gold, LLC a marketing fee for dried distiller's grains and wet distiller's grains. The fee for dried distiller's grains was a set percentage of the FOB plant price, but with both a specified maximum and a minimum per short ton price. The fee for wet distiller's grains was also a set percentage of the FOB plant price, but with a specified maximum per short ton price. The Distiller's Grains Marketing Agreement was terminated effective on December 31, 2013.
Lincolnway Energy entered into a Distiller’s Grain Off-Take Agreement with Gavilon Ingredients, LLC on December 2, 2013. The Agreement was effective on January 1, 2014. Under the Agreement, Gavilon is required to purchase all of the distiller’s grains produced at Lincolnway Energy’s ethanol plant. The purchase price will be the corresponding price being paid to Gavilon for the distiller’s grains in question, less certain logistics costs and a service fee. Gavilon is required to use commercially reasonable efforts to achieve the highest price available under prevailing marketing conditions. The Agreement can be terminated after its initial term by either Lincolnway Energy or Gavilon on a 60 days prior written notice. The Agreement can also be terminated for an uncured breach of the Agreement and in the event of the bankruptcy or other similar circumstances with respect to Lincolnway Energy or Gavilon.
Lincolnway Energy extracts corn oil from the syrup that is generated in the production of ethanol. FEC Solutions, L.L.C (FECS) purchased all of Lincolnway Energy's output of corn oil for resale by FECS pursuant to an agreement that became effective on October 13, 2008. Lincolnway Energy paid FECS a marketing and technical assistance fee of a set percentage of the FOB sales price of the corn oil, but the fee was lowered or waived during some periods. The agreement was terminated on October 1, 2014. Lincolnway Energy now markets its own corn oil.
EPCO Carbon Dioxide Products, Inc. (EPCO) constructed a plant on Lincolnway Energy's site in mid 2010 to collect the carbon dioxide that is produced as part of the ethanol production process and to convert that raw carbon dioxide into liquid carbon dioxide gas. Lincolnway Energy and EPCO also have an agreement under which EPCO markets and sells the liquid carbon dioxide . The purchase price payable by EPCO for the carbon dioxide provided by Lincolnway Energy is based upon EPCO's shipped tons of liquid carbon dioxide. The current purchase price is the greater of the fixed per shipped ton price specified in the agreement or the margin price, as that term is defined in the agreement. EPCO has also agreed to a take or pay obligation for each year under the agreement of the greater of 180 shipped tons per day or 70% of the annual liquid CO2 production capacity of the EPCO plant at full capacity. The term of the marketing agreement with EPCO is ten years from the first date on which liquid carbon dioxide was produced at the EPCO plant, which occurred during August, 2010, unless the agreement is earlier terminated for any of the other reasons set out in the agreement.
Lincolnway Energy is dependent upon its agreements for the marketing and sale of its products, in particular ethanol and distillers' grains, and Lincolnway Energy's loss of those agreements could have material adverse effects on Lincolnway Energy.
Comparison of Fiscal Years Ended September 30, 2014 and 2013
Revenues from operations for the fiscal year ended September 30, 2014 were approximately $147.3 million, consisting of $114.3 million of ethanol sales (net of hedging activity) (77.6%), $29.8 million in distiller's grains sales (20.2%) and $3.2 million of corn oil, syrup and CO2 sales (2.2%). Revenues decreased in fiscal year 2014 by approximately 19.3%, when compared to the fiscal year 2013. The decrease in revenues for the fiscal year ended September 30, 2014 resulted from a 0.5% decrease in ethanol sales volume, a 13.6% decrease in average price for ethanol, a 3.7% decrease in distiller's grains sale volume, and a 20.7% decrease in average price per distiller's grains tons as compared to the previous fiscal year Ethanol prices are highly correlated with the price of corn and the drop in ethanol prices was due to the drop in the underlying corn prices for the fiscal year ended September 30, 2014. Management believes the decrease in the price for distiller's grains is a result of the collapse of the market for these grains in China.
Lincolnway Energy's cost of goods sold for the fiscal year ended September 30, 2014 totaled approximately $125.5 million, which was a decrease of 32.6% when compared to fiscal year 2013. The decrease in cost of goods sold for the 2014 fiscal year is primarily due to a 37.9% decrease in the average cost of corn per bushel compared to fiscal year 2013. Cost of goods sold major components are: corn costs, energy costs, ingredient costs, production labor, repairs and maintenance, process equipment depreciation, and ethanol and distiller's grain freight expense and marketing fees.
Corn costs including hedging activity for the fiscal year ended September 30, 2014 totaled approximately $88.4 million, compared to $145.6 million for fiscal year 2013. There were 246,000 more bushels ground due to an increase in production during fiscal year 2014 while the average cost of corn per bushel decreased 37.9%. The decrease in corn price is partially attributed to a surplus crop in 2013 and an expected near record yield for 2014. Ethanol yields improved slightly for fiscal year 2014 compared to 2013. Corn hedging activity includes a combined unrealized and realized net gain of $3.0 million from derivative instruments compared to a $1.0 million combined unrealized and realized net gain for fiscal year 2013. Corn costs, including the combined unrealized and realized net loss from derivative instruments, represented 70.3% of cost of goods sold for the fiscal year ended September 30, 2014, compared to 77.1% of costs of goods sold for fiscal year 2013.
Lincolnway Energy anticipates continued volatility in Lincolnway Energy's corn costs due to the timing of the change in value of the derivative instruments relative to the cost and use of the corn being hedged.
Energy costs for the fiscal year ended September 30, 2014 totaled approximately $10.7 million, or 8.6% of cost of goods sold, compared to $10.8 million, or 5.8% of cost of goods sold, for the 2013 fiscal year. Energy costs consist of coal costs, electricity and propane costs. For the fiscal year ended September 30, 2014, Lincolnway Energy purchased 98,007 tons of coal at an approximate total cost of approximately $8.0 million, compared to approximately 102,000 tons at an approximate cost of $7.7 million for fiscal year 2013. Electricity and propane costs amounted to approximately $2.8 million, an increase of $.02 million from fiscal year 2013. The decrease in energy costs are due to a decrease in production days in 2014.
Ingredient costs for the fiscal year ended September 30, 2014 totaled approximately $7.5 million, or 6.1% of cost of goods sold, compared to $7.9 million, or 4.9% of cost of goods sold, for the 2013 fiscal year. Ingredient costs consist of denaturant, enzymes, fermentation and process chemicals. The decrease in ingredient costs is primarily due to a decrease in the price for anhydrous and a decrease in urea usage that resulted from a change in enzymes.
Production labor, repairs and maintenance and other plant costs totaled approximately $5.8 million, or 4.6% of cost of goods sold, for the fiscal year ended September 30, 2014, compared to $5.9 million, or 3.2% of cost of goods sold, for fiscal year 2013. This minimal decrease in cost is due to the decrease in repair and maintenance cost and supplies.
Depreciation totaled approximately $6.9 million, or 5.6% of cost of goods sold, for the fiscal year ended September 30, 2014, compared to $7.1 million, or 3.8% of cost of goods sold, for fiscal year 2013.
Ethanol, distiller's grain and corn oil freight expense and marketing fees totaled approximately $5.9 million, or 4.7% of cost of goods sold, during the fiscal year ended September 30, 2014, compared to $9.8 million, or 5.3% of cost of goods sold, for fiscal year 2013. The decrease is due to Lincolnway Energy's change in ethanol marketers on January 1, 2013. The new ethanol marketer sells all of ethanol gallons at a FOB price. No expenses for freight are passed on to Lincolnway Energy with the new marketer.
General and administrative expenses totaled approximately $3.8 million during the fiscal year ended September 30, 2014, compared to $3.2 million for fiscal year 2013. The $.6 million increase is due to employee bonuses which were not accrued or paid in fiscal year 2013.
Comparison of Fiscal Years Ended September 30, 2013 and 2012
Revenues from operations for the fiscal year ended September 30, 2013 were approximately $182.5 million, consisting of $133.2 million of ethanol sales (net of hedging activity) (73%), $45.0 million in distiller's grains sales (25%) and $4.2 million of corn oil, syrup and CO2 sales (2%). Revenues increased in fiscal year 2013 by approximately 7.6%, when compared to the fiscal year 2012. The increase in revenues for the fiscal year ended September 30, 2013 resulted from a 2.8% increase in ethanol sales volume and a 2.6% increase in average price for ethanol as compared to the previous fiscal year.
Management believes the increase in the price for distiller's grains is a result of the increase in the price of corn and increased domestic and export demand for dried distillers grains. Distiller grains are typically impacted by increases in corn prices as distillers grains are primarily used as an animal feed substitute for corn. Management anticipates continued strong demand for distillers grains.
Lincolnway Energy's cost of goods sold for the fiscal year ended September 30, 2013 totaled approximately $186.3 million, which was an increase of 8.4% when compared to fiscal year 2012. The increase in cost of goods sold for the 2013 fiscal year is primarily due to a 8.8% increase in the average cost of corn per bushel for fiscal year 2012. Cost of goods sold major components are: corn costs, energy costs, ingredient costs, production labor, repairs and maintenance, process equipment depreciation, and ethanol and distiller's grain freight expense and marketing fees.
Corn costs excluding hedging activity for the fiscal year ended September 30, 2013 totaled approximately $145.6 million, compared to $129.1 million for fiscal year 2012. The corn cost increase is partially attributed to tight corn supply caused by the drought that the U.S. experienced in the summer of 2012. Ethanol yields stayed relatively neutral from fiscal year 2013 compared to 2012. Corn hedging activity includes a combined unrealized and realized net gain of $1.1 million from derivative instruments compared to a $1.0 million combined unrealized and realized net loss for fiscal year 2012. Corn costs, including the combined unrealized and realized net loss from derivative instruments, represented 77.6% of cost of goods sold for the fiscal year ended September 30, 2013, compared to75.9% of costs of goods sold for fiscal year 2012.
Lincolnway Energy anticipates continued volatility in Lincolnway Energy's corn costs due to the timing of the change in value of the derivative instruments relative to the cost and use of the corn being hedged.
Energy costs for the fiscal year ended September 30, 2013 totaled approximately $10.8 million or 5.8% of cost of goods sold, compared to $9.8 million, or 5.7% of cost of goods sold, for the 2012 fiscal year. Energy costs consist of coal costs, electricity and propane costs. For the fiscal year ended September 30, 2013, Lincolnway Energy purchased 101,639 tons of coal at an approximate total cost of $7.7 million compared to approximately 98,801 tons at an approximate cost of $7.2 million for fiscal year 2012. Electricity and propane costs amounted to approximately $2.6 million, an increase of $.03 million from fiscal year 2012 and approximately $.4 million of sodium bicarbonate, sand and lime cost for fiscal year 2013 that is added to the combustor with the coal for emissions control. The increase in energy cost is due to a price increase for coal and electricity as well as the increase in production days for the fiscal year 2013.
Ingredient costs for the fiscal year ended September 30, 2013 totaled approximately $7.9 million, or 4.2% of cost of goods sold, compared to $7.0 million, or 4.1% of cost of goods sold, for the 2012 fiscal year. Ingredient costs consist of denaturant, enzymes, fermentation and process chemicals. Denaturant costs (natural gasoline) increased $.3 million for the fiscal year ended September 30, 2013 compared to fiscal year 2012. This increase is a result of a 1.4% increase in ethanol gallons produced for the fiscal year ended September 30, 2013 compared to fiscal year 2012. Enzyme costs increased $.3 million or 16.9% for the fiscal year ended September 30, 2013 compared to fiscal year 2012. The alpha enzyme previously used in production became unavailable so a different enzyme had to be purchased at a higher price. A new enzyme additive was also introduced into our process to gain efficiencies in fermentation and reduce the amount of cleaning chemicals needed. The introduction of this additive contributed to a $.2 million decrease in process chemical cost in the 2013 fiscal year. Fermentation chemicals increased $.4 million or 19% for the fiscal year ended September 30, 2013 compared to fiscal year 2012. Antibiotics were increased to fight infections.
Production labor, repairs and maintenance and other plant costs totaled approximately $5.9 million, or 3.2% of cost of goods sold, for the fiscal year ended September 30, 2013, compared to $6.4 million, or 3.7% of cost of goods sold, for fiscal year 2012. This decrease in cost is due to the decrease in repair and maintenance cost and supplies. Two scheduled maintenance shutdowns occurred during the 2012 fiscal year with extensive combustor repairs. Only one shutdown happened during the 2013 fiscal year.
Depreciation totaled approximately $7.1 million, or 3.8% of cost of goods sold, for the fiscal year ended September 30, 2013, compared to $7.0 million, or 4.1% of cost of goods sold, for fiscal year 2012.
Ethanol, distiller's grain and corn oil freight expense and marketing fees totaled approximately $9.8 million, or 5.3% of cost of goods sold, during the fiscal year ended September 30, 2013, compared to $11.0 million, or 6.4% of cost of goods sold, for fiscal year 2012. The decrease is due to Lincolnway Energy's change in ethanol marketers on January 1, 2013. The new ethanol marketer sells all of ethanol gallons at a FOB price. No expenses for freight are passed on to Lincolnway Energy.
General and administrative expenses totaled approximately $3.2 million during the fiscal year ended September 30, 2013, compared to $3.0 million for fiscal year 2012. The $.2 million increase is due to an increase in legal fees for the patent litigation, employment costs and letter of credit bank charges.
For the fiscal year ended September 30, 2012, a contract settlement fee of $1.7 million and gain on land sale of $489,664 was recognized, whereas no comparable items were recognized in fiscal year 2013. The contract settlement fee incurred was related to the early termination of an agreement with Lincolnway Energy's primary corn supplier. The gain on land sale was recognized due to the sale of a land parcel adjacent to Lincolnway Energy's primary site.
Risks, Trends and Factors that May Affect Future Operating Results
The operations and profitability of Lincolnway Energy are highly dependent on the prices of the key commodities utilized and sold as part of the production process. These include corn, ethanol, and distillers' grain. Since the correlation of prices between these commodities is not perfect, and is in fact often very volatile, Lincolnway Energy is at risk of diminishing returns in periods of rising corn prices and decreasing ethanol prices. The prices of these commodities are determined by a variety of factors, including growing season weather, governmental policies, political change, international trade, and macroeconomic trends. Lincolnway Energy attempts to mitigate or hedge some of these risks through the use of various pricing mechanisms including cash contracts, futures contracts, options on futures, and derivative instruments.
Corn
In 2014 corn values completed the 2 year bear market that commenced after the drought of 2012. Prices were on the defensive from planting through harvest as generous rains in virtually all growing areas ensured a record yield. The consistently favorable weather brought forth steady country corn selling and cash basis was relatively subdued and benign until the end of the growing season. But at under 10% of use, ending 2013/14 corn stocks proved very tight when late season rains delayed harvest. With the record yield reported by USDA at above 173.4 bushels per acre, futures prices were unable to rally, and basis rose precipitously to bring forth supply. But with a record supply well in excess of 15 billion bushels and the USDA carryout forecast at 2 billion bushels, or 15% of usage, management expects relatively stable corn futures and basis for the first half of 2015. Weather must be favorable in 2015 however, as significant national corn acreage reductions and increased local feed demand in our area could quickly force prices higher if weather doesn’t cooperate during the 2015 growing season.
Ethanol
As we complete 2014 the high margins of the past 15 months have at last brought forth a record pace of ethanol production and at times a weakening margin environment in the US ethanol industry. The high margins had been driven by steady domestic gasoline demand, low imports and sizeable exports. Despite increased production, the extremely low summertime stocks of ethanol have been very slow to rebuild, and we end 2014 with strong margins nearby and the weakest margins in 2 years forward.
But the forward environment for the US ethanol industry is very much in question as we enter 2015. Organic capacity growth, the reopening of virtually all shuttered ethanol production capacity and record feedstock supplies ensure record production. Imports should remain nil and exports may falter with much cheaper petroleum. But that same cheap petroleum has sown the seeds of potential demand expansion in our domestic market. Gasoline demand has expanded significantly in recent months with the 35% reduction in pump prices. 93% of US ethanol production is consumed at home. Where domestic demand finally settles in will determine if the industry is able to maintain a strong margin environment. We expect a volatile first quarter of 2015, and a weakening environment moving through 2015.
Other/Regulatory/Governmental
Perhaps the remaining most significant federal legislation supporting the ethanol and biofuels industry is the Energy Independence and Security Act of 2007. The Act provides for the increasing use of ethanol and other biofuels through the renewable fuels standards. There have been various waiver requests from those standards filed with the U.S. Environmental Protection Commission, as well as calls for reductions in, or the repeal of, those standards. The EPA did announce in mid-November 2012 that the first of those requests did not meet the statutory threshold for the evidence necessary to grant the request. Additional waiver requests and continued efforts by various groups to extend the period of time for complying with the renewable fuels standards, or for reductions in or the repeal of those standards, are, however, ongoing. For example, as discussed elsewhere in this annual report, there are significant efforts underway by the American Petroleum Institute and others to repeal or delay the renewable fuels standards and the laws supporting increased ethanol blends in gasoline. Both of those issues are critical to the maintenance and growth of the ethanol industry, and any repeal or reductions in those laws would have material adverse effects on the ethanol industry.
Changes in governmental policies and support, as well as supply and demand factors, therefore continue to be ongoing risk factors for the ethanol industry and for Lincolnway Energy.
Critical Accounting Estimates and Accounting Policies
Lincolnway Energy's financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and follow general practices within the industries in which Lincolnway Energy operates. This preparation requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, actual results could differ from the estimates, assumptions, and judgments reflected in the financial statements. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Management believes the following policies are both important to the portrayal of Lincolnway Energy's financial condition and results of operations and require subjective or complex judgments; therefore, management considers the following to be critical accounting policies.
Revenue Recognition
Revenue from the sale of Lincolnway Energy's ethanol and distiller's grains is recognized at the time title and all risks of ownership transfer to the marketing company. This generally occurs upon the loading of the product. For ethanol, title passes from Lincolnway Energy at the time the product crosses the loading flange in either a railcar or truck. For distiller's grains, title passes upon the loading of distiller's grains into trucks. Shipping and handling costs incurred by Lincolnway Energy for the sale of ethanol and distiller's grain are included in costs of goods sold.
Derivative Instruments
Lincolnway Energy periodically enters into derivative contracts to hedge its exposure to price risk related to forecasted corn needs, forward corn purchase contracts and ethanol sales. Lincolnway Energy does not typically enter into derivative instruments other than for hedging purposes. All the derivative contracts are recognized on the September 30, 2014 and 2013 balance sheets at fair value. Although Lincolnway Energy believes Lincolnway Energy's derivative positions are economic hedges, none has been designated as a hedge for accounting purposes. Accordingly, any realized or unrealized gain or loss related to these derivative instruments is recorded in the statement of operations as a component of cost of goods sold in the case of corn contracts and as a component of revenue in the case of ethanol sales.
Unrealized gains and losses on forward contracts, in which delivery has not occurred, are deemed "normal purchases and normal sales", and therefore are not marked to market in Lincolnway Energy's financial statements, but are subject to a lower of cost or market assessment.
Inventories and Lower of Cost or Market
Inventories are stated at the lower of cost or market using the first-in, first-out method. Forward contracts may also be subject to lower of cost or market assessments. In the valuation of inventories and forward contracts, market is based on current replacement values except that it does not exceed net realizable values and is not less than net realizable values reduced by allowances for approximate normal profit margin.
For the years ended September 30, 2014 and 2013, Lincolnway Energy did not have any lower of cost or market inventory adjustments.
Off-Balance Sheet Arrangements
Lincolnway Energy currently does not have any off-balance sheet arrangements.
Liquidity and Capital Resources
On September 30, 2014, Lincolnway Energy had $23.0 million in cash and equivalents and approximately $13.4 million available under committed loan agreements. Lincolnway Energy’s business is highly impacted by commodity prices, including prices for corn, ethanol and distillers grains. There are times that Lincolnway Energy may operate at negative operating margins.
The following table shows cash flows for the fiscal years ended September 30, 2014 and 2013:
For the fiscal year ended September 30, 2014, cash provided by operating activities was $29.2 million, compared to cash provided by operating activities of $6.5 million for the fiscal year ended 2013. The $22.5 million increase is due primarily to the Company's increase in net income.
Cash flows from investing activities reflect the impact of property and equipment acquired for the ethanol plant. Net cash used in investing activities increased by $6.7 million for the fiscal year ended September 30, 2014, when compared to the fiscal year ended 2013. The increase is primarily due to several capital projects started or completed in fiscal year 2014.
Cash flows from financing activities include transactions and events whereby cash is obtained or paid back to or from creditors or investors. Net cash used in financing activities decreased by $3.4 million for the fiscal year ended September 30, 2014, w
hen compared to the fiscal year ended 2013. The decrease is due to less payments on the CoBank credit line for the fiscal year ended September 30, 2014 compared to the 2013 fiscal year.
Lincolnway Energy anticipates keeping cash balances at an acceptable level that will meet covenants and allow it to continue with several capital projects. If Lincolnway Energy should get in a negative cash position, Lincolnway Energy will have access to the $19.5 million available on its revolver term and term loan agreements.
As of September 30, 2014, Lincolnway Energy was in compliance with all covenants in its loan agreements with CoBank.
Loans and Agreements
Lincolnway Energy entered into a Master Loan Agreement on June 1, 2014 with Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA, along with various related supplements and collateral related agreements and documents. CoBank, ACB has a participation interest in the underlying loans and serves as administrative agent for the loans, and is therefore also a party to some of the agreements and documents.
One of the supplements is a revolving term loan available for up to $11.0 million. Lincolnway Energy pays interest on the unpaid balance of the revolving term loan at a variable interest rate (adjusting on a weekly basis) based upon the one-month LIBOR index rate plus 3.45%. Lincolnway Energy will also pay a commitment fee on the average daily unused portion of the loan at the rate of .50% per annum, payable monthly. The loan is secured by substantially all assets of Lincolnway Energy and subject to certain financial and nonfinancial covenants as defined in the master loan agreement. The term of the loan will expire, and Lincolnway Energy must pay all unpaid principal amounts outstanding under the revolving term loan, on November 1, 2019.
Another supplement entered into pursuant to the Master Loan Agreement is a monitored revolving credit loan for $8.5
million. The amount available and outstanding under the loan cannot exceed the borrowing base as calculated per the agreement ($2.4 million as of September 30, 2014). Lincolnway Energy will pay interest monthly on the unpaid balance at a variable rate (adjusted on a weekly basis) based upon the one-month LIBOR index rate plus 3.20%. Lincolnway Energy will also pay a commitment fee on the average daily unused portion of the loan at the rate of .30% per annum, payable monthly. The term of the loan will expire, and Lincolnway Energy must pay all unpaid principal amounts outstanding under the loan, on November 1, 2019. The loan is secured by substantially all assets of Lincolnway Energy and subject to certain financial and nonfinancial covenants as defined in the master loan agreement.
The final supplement entered into pursuant to the Master Loan Agreement is a revolving credit loan for $3.1 million. The purpose of the loan was to allow Lincolnway Energy to open an irrevocable letter of credit for its account.
The loans are secured by first priority liens created by security agreements and mortgages covering all of Lincolnway Energy's assets and properties, including Lincolnway Energy's inventory, receivables, plant, real estate and commodity trading accounts.
Lincolnway Energy also entered into a $500,000 loan agreement with the Iowa Department of Transportation in February 2005. Under the agreement, the loan proceeds were disbursed upon submission of paid invoices and interest at 2.11% per annum began to accrue on January 1, 2007. Payments began on July 1, 2007. The remaining loan balance on the Department of Transportation loan was $135,004 as of September 30, 2014. Principal payments will be made semiannually through January 2017.
Lincolnway Energy leases 105 hopper rail cars which are used for transporting distiller's grains. Lincolnway Energy has two leases for the hopper rail cars that will expire in October 2016 and June 2019. Lincolnway Energy also leases 160 tank rail cars that are used for transporting ethanol. The scheduled term of the leases goes to September 2016 for 100 cars, March 2019 for 15 cars, March 2020 for 15 cars and June 2021 for 30 cars.
Contractual Obligations Table
In addition to long-term debt obligations, Lincolnway Energy has certain other contractual cash obligations and commitments. The following tables provide information regarding Lincolnway Energy's contractual obligations and commitments as of September 30, 2014:
1 Department of Transportation agreement at 2.11%
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
In addition to the risks inherent in the ethanol industry and Lincolnway Energy's operation, Lincolnway Energy is exposed to various market risks. The primary market risks arise as a result of possible changes in interest rates and certain commodity prices.
Interest Rate Risk
Lincolnway Energy has various outstanding loan agreements that expose Lincolnway Energy to market risk related to changes in the interest rate imposed under those loan agreements and promissory notes.
Lincolnway Energy has loan agreements,including an irrevocable letter of credit, with the following entities, and with the principal balance and interest rates indicated:
The interest rate under the IA Department of Transportation loan agreement is fixed at 2.11%. The interest rate on the Farm Credit monitored revolving credit loan is a variable interest rate loan based on the one-month LIBOR index rate plus 3.20%, adjusting weekly. The interest rate on the Farm Credit revolving term loan and revolving credit is a variable interest rate based on the one-month LIBOR index plus 3.45% adjusted weekly. For more information on the payments see Item 7 -Loans and Agreements.
Lincolnway Energy does not anticipate any material increase in interest rates during 2015.
Commodity Price Risk
Lincolnway Energy is also exposed to market risk with respect to the price of ethanol, Lincolnway Energy's principal product, and the price and availability of corn, the principal commodity used by Lincolnway Energy to produce ethanol, and natural gas. The other primary product of Lincolnway Energy is distiller's grains, and Lincolnway Energy is also subject to market risk with respect to the price for distillers grains. The prices for ethanol, distillers' grains, corn and natural gas are volatile, and Lincolnway Energy will experience market conditions where the prices Lincolnway Energy receives for its ethanol and distillers' grains are declining, but the price Lincolnway Energy pays for its corn, natural gas and other inputs is increasing. Lincolnway Energy's results will therefore vary substantially over time, and include the possibility of losses, which could be substantial.
In general, rising ethanol and distillers grains prices result in higher profit margins, and therefore represent favorable market conditions. Lincolnway Energy is, however, subject to various material risks related to its production of ethanol and distillers' grains and the price for ethanol and distillers' grains. For example, ethanol and distillers grains prices are influenced by various factors beyond the control of Lincolnway Energy's management, including the supply and demand for gasoline, the availability of substitutes and the effect of laws and regulations.
In general, rising corn prices result in lower profit margins and, accordingly, represent unfavorable market conditions. Lincolnway Energy will generally not be able to pass along increased corn costs to its ethanol customers. Lincolnway Energy is subject to various material risks related to the availability and price of corn, many of which are beyond the control of Lincolnway Energy. For example, the availability and price of corn is subject to wide fluctuations due to various unpredictable factors which
are beyond the control of Lincolnway Energy's management, including weather conditions, crop yields, farmer planting decisions, governmental policies with respect to agriculture and local, regional, national and international trade, demand and supply.
If Lincolnway Energy's corn costs were to increase $.10 cents per bushel from one year to the next, the impact on cost of goods sold would be approximately $1.98 million for the year.
During the fiscal year ended September 30, 2014, corn prices based on the Chicago Mercantile Exchange daily futures data ranged from a low of $3.20 per bushel in September 2014 to a high of $5.14 per bushel in April 2014. During the fiscal year ended September 30, 2013, corn prices based on the Chicago Mercantile Exchange daily futures data ranged from a low of $4.415 per bushel in September 2013 to a high of $7.605 per bushel in October 2012.
During the fiscal year ended September 30, 2014, ethanol prices based on the Chicago Mercantile Exchange daily futures data ranged from a low of $1.59 per gallon in September 2014 to a high of $3.46 per gallon in March 2014. During the fiscal year ended September 30, 2013, ethanol prices based on the Chicago Mercantile Exchange daily futures data ranged from a low of $1.617 per gallon in September 2013 to a high of $2.256 per gallon in October 2012.
Lincolnway Energy may from time to time take various cash, futures, options or other positions with respect to its corn and ethanol needs in an attempt to minimize or reduce Lincolnway Energy's price risks related to corn and ethanol. Those activities are, however, also subject to various material risks, including that price movements in the cash and futures corn and ethanol markets are highly volatile and influenced by many factors and occurrences that are beyond the control of Lincolnway Energy.
Although Lincolnway Energy intends that its futures and option positions accomplish an economic hedge against Lincolnway Energy's future purchases of corn or future sales of ethanol, Lincolnway Energy has chosen not to use hedge accounting for those positions, which would match the gain or loss on the positions to the specific commodity purchase being hedged. Lincolnway Energy is instead using fair value accounting for the positions, which generally means that as the current market price of the positions changes, the realized or unrealized gains and losses are immediately recognized in Lincolnway Energy's costs of goods sold in the statement of operations for corn positions or as a component of revenue in the statement of operations for ethanol positions. The immediate recognition of gains and losses on those positions can cause net income to be volatile from quarter to quarter due to the timing of the change in value of the positions relative to the cost and use of the commodity being hedged. For example, Lincolnway Energy's corn position gain and (loss) that was included in its earnings for the fiscal year ended September 30, 2014 was a gain of $2,981,107, as compared to a gain of $1,041,427 for the fiscal year ended September 30, 2013, and a loss of $1,000,438 for the fiscal year ended September 30, 2012. Lincolnway Energy's ethanol position gain and (loss) that was included in its earnings for the fiscal year ended September 30, 2014 was a loss of $578,981, as compared to a gain of $12,550 for the fiscal year ended September 30, 2013, and a loss of $7,308 for the fiscal year ended September 30, 2012.
The extent to which Lincolnway Energy may enter into arrangements with respect to its ethanol or corn during the year may vary substantially from time to time based upon a number of factors, including supply and demand factors affecting the needs of customers to purchase ethanol or suppliers to sell Lincolnway Energy raw materials on a fixed price basis, and Lincolnway Energy's views as to future market trends, seasonal factors and the cost of future contracts.
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Item 8.
Item 8. Financial Statements and Supplementary Data.
Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Members
Lincolnway Energy, LLC
We have audited the accompanying balance sheets of Lincolnway Energy, LLC as of September 30, 2014 and 2013, and the related statements of operations, members' equity, and cash flows for each of the three years in the period ended September 30, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lincolnway Energy, LLC as of September 30, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2014, in conformity with U.S. generally accepted accounting principles.
/s/ McGladrey LLP
Des Moines, Iowa
December 19, 2014
Lincolnway Energy, LLC
Balance Sheets
September 30, 2014 and 2013
See Notes to Financial Statements.
Lincolnway Energy, LLC
Balance Sheets (Continued)
September 30, 2014 and 2013
Lincolnway Energy, LLC
Statements of Operations
Years Ended September 30, 2014, 2013 and 2012
See Notes to Financial Statements.
Lincolnway Energy, LLC
Statements of Members' Equity
Years Ended September 30, 2014, 2013 and 2012
See Notes to Financial Statements.
Lincolnway Energy, LLC
Statements of Cash Flows
Years Ended September 30, 2014, 2013 and 2012
Lincolnway Energy, LLC
Statements of Cash Flows (Continued)
Years Ended September 30, 2014, 2013 and 2012
See Notes to Financial Statements.
Lincolnway Energy, LLC
Notes to Financial Statements
Note 1. Nature of Business and Significant Accounting Policies
Principal business activity: Lincolnway Energy, LLC (the Company), located in Nevada, Iowa, was formed in May 2004 to pool investors to build a 50 million gallon annual production dry mill corn-based ethanol plant. The Company began making sales on May 30, 2006 and became operational during the quarter ended June 30, 2006. The Company is directly influenced by commodity markets and the agricultural and energy industries and, accordingly, its results of operations and financial condition may be significantly affected by cyclical market trends and the regulatory, political and economic conditions in these industries.
A summary of significant accounting policies follows:
Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents: The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Although the Company maintains its cash accounts in one bank, the Company believes it is not exposed to any significant credit risk on cash and cash equivalents. The Company may periodically invest excess cash in a bank overnight reverse repurchase account, which totaled approximately $22.9 million and $1.9 million at September 30, 2014 and 2013, respectively. In accordance with the terms of the repurchase agreements, the Company does not take possession of the related securities. The agreements also contain provisions to ensure that the market value of the underlying assets remain sufficient to protect the Company in the event of default by the bank by requiring that the underlying securities have a total market value of at least 100% of the bank’s total obligations under the agreements.
Trade accounts receivable: Trade accounts receivable are recorded at original invoice amounts less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering customers financial condition, credit history and current economic conditions. Receivables are written off when deemed uncollectible. Recoveries of receivables written off are recorded when received. A receivable is considered past due if any portion of the receivable is outstanding more than 90 days. There is no allowance for doubtful account balance as of September 30, 2014 and September 30, 2013.
Deferred revenue: Deferred revenue represents fees received under a service agreement in advance of services being performed. The related revenue is deferred and recognized as the services are performed over the 10 year agreement.
Inventories: Inventories are stated at the lower of cost or market using the first-in, first-out method. In the valuation of inventories and purchase and sale commitments, market is based on current replacement values except that it does not exceed net realizable values and is not less than net realizable values reduced by allowances for approximate normal profit margin.
Financing costs: Financing costs are recorded at cost and include expenditures directly related to securing debt financing. The Company is amortizing these costs using the effective interest method over the term of the agreement. The financing costs are included in interest expense on the statement of operations.
Property and equipment: Property and equipment is stated at cost. Construction in progress is comprised of costs related to the projects that are not completed. Depreciation is computed using the straight-line method over the following estimated useful lives:
Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized.
Derivative financial instruments: The Company periodically enters into derivative contracts to hedge the Company’s exposure to price risk related to forecasted corn needs, forward corn purchase contracts and ethanol sales. The Company does not typically enter into derivative instruments other than for hedging purposes. All the derivative contracts are recognized on the balance sheet at their fair market value. Although the Company believes its derivative positions are economic hedges, none have been designated as a hedge for accounting purposes. Accordingly, any realized or unrealized gain or loss related to corn derivatives is recorded in the statement of operations as a component of cost of goods sold. Any realized or unrealized gain or loss related to ethanol derivative instruments is recorded in the statement of operations as a component of revenue. The Company reports all contracts with the same counter party on a net basis on the balance sheet.
Revenue recognition: Revenue from the sale of the Company’s ethanol and distillers grains is recognized at the time title and all risks of ownership transfer to the customers. This generally occurs upon the loading of the product. For ethanol, title passes at the time the product crosses the loading flange in either a railcar or truck. For distiller’s grain, title passes upon the loading into trucks or railcars. Shipping and handling costs incurred by the Company for the sale of distiller’s grain are included in costs of goods sold. Ethanol revenue is reported free on board (FOB) and all shipping and handling costs are incurred by the ethanol marketer. Commissions for the marketing and sale of ethanol and distiller grains are included in costs of goods sold.
Revenue by product is as follows:
Income taxes: The Company is organized as a partnership for federal and state income tax purposes and generally does not incur income taxes. Instead, the Company’s earnings and losses are included in the income tax returns of the members. Therefore, no provision or liability for federal or state income taxes has been included in these financial statements. Management has evaluated the Company's material tax positions and determined there were no uncertain tax positions that require adjustment to the financial statements. The Company does not currently anticipate significant changes in its uncertain tax positions over the next twelve months. Generally, the Company remains subject to income tax examinations by U.S. federal or state tax authorities for fiscal years 2011 and thereafter.
Earnings per unit: Basic and diluted net income (loss) per unit have been computed on the basis of the weighted average number of units outstanding during each period presented.
Fair value of financial instruments: The carrying amounts of cash and cash equivalents, derivative financial instruments, trade and other accounts receivable, accounts payable, accrued expenses and long-term debt approximate fair value.
Note 2. Members' Equity
The Company has one class of membership units. The membership approved an increase in authorized member units from 45,608 to 90,000 at the March 4, 2013 annual meeting.
Income and losses are allocated to all members based on their pro rata ownership interest. All unit transfers are effective the last day of the month. Units may be issued or transferred only to persons eligible to be members of the Company and only in compliance with the provisions of the operating agreement.
The Company is organized as an Iowa limited liability company. Members' liability is limited as specified in the Company's operating agreement and pursuant to the Iowa Limited Liability Company Act. The duration of the Company shall be perpetual unless dissolved as provided in the operating agreement.
Note 3. Inventories
Inventories consist of the following as of September 30:
Note 4. Revolving Credit Loan
The Company has a monitored revolving credit loan, with a bank, for up to $8,500,000. The amount available and outstanding under the loan cannot exceed the borrowing base as calculated per the agreement (approximately $2.4 million as of September 30, 2014). The Company will pay interest monthly on the unpaid balance at a variable rate (adjusted on a weekly basis) based upon the one-month LIBOR index rate plus 3.20%. The Company will also pay a commitment fee on the average daily unused portion of the loan at the rate of .30% per annum, payable monthly. The term of the loan will expire, and the Company must pay all unpaid principal amounts outstanding under the loan, on November 1, 2019. The loan is secured by substantially all assets of the Company and subject to certain financial and nonfinancial covenants as defined in the master loan agreement. There was no outstanding balance as of September 30, 2014 and 2013.
Note 5. Long-Term Debt
Long-term debt consists of the following as of September 30:
Maturities of long-term debt as of September 30 are as follows:
(A)
The Company has a revolving term loan, with a bank, available for up to $11,000,000. The Company will pay interest on the unpaid balance at a variable interest rate (adjusted on a weekly basis) based upon the one-month LIBOR index rate plus 3.45%. The Company will also pay a commitment fee on the average daily unused portion of the loan at the rate of .50% per annum, payable monthly. The loan is secured by substantially all assets of the Company and subject to certain financial and nonfinancial covenants as defined in the master loan agreement. The term of the loan will expire, and the Company must pay all unpaid principal amounts outstanding under the revolving term loan, on November 1, 2019.
(B)
The Company entered into a $500,000 loan agreement with the Iowa Department of Transportation (IDOT) in February 2005. The proceeds were disbursed upon submission of paid invoices. Interest at 2.11% began accruing on January 1, 2007. Principal payments are due semiannually through January 2017. The loan is secured by all rail track material constructed as part of the plant construction. The debt is subordinate to the above financial institution revolving term loan (A) and revolving credit loan (Note 4.)
Note 6. Lease Commitments
The Company leases various rail cars and office equipment under operating lease agreements with the following future minimum commitments as of September 30, 2014.
Rent expense under the above operating leases totaled approximately $1,810,000, $1,816,000 and $1,890,000 for the years ended September 30, 2014, 2013 and 2012 respectively.
Note 7. Related-Party Transactions
The Company entered into an agreement on January 24, 2006 with the Heart of Iowa Coop (HOIC), dba Key Cooperative, a member of the Company, to provide 100% of the requirement of corn for use in the operation of the ethanol plant. The agreement could be terminated before the end of the term by providing six months' notice of termination and paying the other party $2,000,000, reduced by $50,000 for each completed year of the agreement.
On April 10, 2012, the Company delivered notice to Key to terminate the Amended and Restated Grain Handling Agreement held with Key. The termination of the agreement was six months from the date of notice, October 10, 2012. The Company recorded a termination cost of $1,700,000 as required under the agreement, which was expensed in fiscal year 2012. Payments of $425,000 are made annually over a four year period with interest at 3.25%, due in October of each year. On January10, 2013, the Company began originating its own corn.
The Company had the following related-party activity with members during the year ending September 30:
Note 8. Commitments and Major Customers
On January 1, 2013 the Company entered into an agreement with an unrelated entity for marketing, selling and distributing all of the ethanol produced by the Company. Revenues with this customer were $114,895,877, and $99,214,531 for the years ended September 30, 2014 and 2013, respectively. Trade accounts receivable of $1,069,476 and $3,413,190 was due from the customer as of September 30, 2014 and 2013, respectively. As of September 30, 2014, the Company has ethanol sales commitments with the unrelated entity of 11,472,000 unpriced gallons through May 2015. As of September 30, 2014, the Company has ethanol sales commitments with the unrelated entity of 3,710,000 priced gallons through December 2014.The average sales price is approximately $1.67 per gallon.
The Company had a prior agreement with an unrelated entity for marketing, selling and distributing all of the ethanol produced by the Company. This agreement ended December 31, 2012. Revenues with this customer were $0, $34,012,975 and $126,439,534 for the years ended September 30, 2014, 2013 and 2012, respectively. There was no trade accounts receivable due from the customer as of September 30, 2014 and 2013.
The Company has entered into an agreement with an unrelated entity for marketing, selling and distributing the distiller’s grain as of October 1, 2007. Revenues with this customer were $15,579,463, $45,047,371 and $38,564,213 for the years ended September 30, 2014, 2013 and 2012, respectively. Trade accounts receivable of $0 and $1,435,105 was due from the customer as of September 30, 2014 and 2013, respectively.
Effective January 1, 2014, the Company entered into an agreement with an unrelated entity for marketing, selling and distributing the distiller's grains. Revenues with this customer were $14,227,865, none and none for the years ended September 30, 2014, 2013 and 2012 , respectively. Trade accounts receivable of $247,390 and none was due from the customer as of September 30, 2014 and 2013, respectively. The Company has distiller’s grain sales commitments with the unrelated entity of approximately 16,650 tons for a total sales commitment of approximately $1,813,800 less marketing fees.
The Company has entered into a variable contract with a supplier of denaturant. The variable contract is for a minimum purchase of 117,000 gallons at $2.14 per gallon. The term of the contract is from October 1, 2014 through October 31, 2014. The estimated future purchase commitment on this contract is approximately $250,000.
As of September 30, 2014, the Company had purchase commitments for corn cash forward contracts with various unrelated parties, at a corn commitment total of approximately $2,911,000, representing 694,653 bushels. The Company also had basis contract commitments to purchase 550,000 bushels of corn. These contracts mature at various dates through March 2015.
In fiscal 2013, the Company entered into an agreement with an unrelated party for the transportation of natural gas to the Company's ethanol plant. Under the agreement, the Company is committed to future monthly fees totaling approximately $3.6 million over the 10 year term, commencing November 2014. The Company also assigned a $3.1 million irrevocable standby letter of credit to the party to stand as security for the Company's obligation under the Agreement. The letter of credit will be reduced over time as the Company makes it payment under the Agreement.
On December 19, 2013, the Company signed an agreement with an unrelated party for the procurement and installation of a package boiler (Boiler) and Regenerative Thermal Oxidizer (RTO) at the Company's facility. The purchase price is approximately $7 million. Approximately $5 million has been paid. The remaining balance of approximately $2 million will be paid as invoiced over the course of the completion of the project in fiscal year 2015.
On June 14, 2014, the Company entered into an agreement with an unrelated party for an oil separation process. The purchase price is approximately $2.4 million. The Company has paid approximately $1 million and approximately $.4 million is included in accounts payable as of September 30, 2014.
Note 9. Risk Management
The Company’s activities expose it to a variety of market risks, including the effects of changes in commodity prices. These financial exposures are monitored and managed by the Company as an integral part of its overall risk management program. The Company’s risk management program focuses on the unpredictability of commodity markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results.
The Company maintains a risk management strategy that uses derivative instruments to minimize significant, unanticipated earnings fluctuations caused by market fluctuations. The Company’s specific goal is to protect the Company from large moves in the commodity costs.
To reduce price risk caused by market fluctuations, the Company generally follows a policy of using exchange-traded futures and options contracts to minimize its net position of merchandisable agricultural commodity inventories and forward purchases and sales contracts.
Exchange traded futures and options contracts are designated as non-hedge derivatives and are valued at market price with changes in market price recorded in operating income through cost of goods sold for corn derivatives and through revenue for ethanol derivatives.
Derivatives not designated as hedging instruments as of September 30 are as follows:
The effects on operating income from derivative activities for the years ending September 30, are as follows:
Unrealized gains and losses on forward contracts, in which delivery has not occurred, are deemed “normal purchases and normal sales”, and therefore are not marked to market in the Company’s financial statements, but are subject to a lower of cost or market assessment.
Note 10. Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
Level 1 Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.
Level 3Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.
A description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities carried at fair value.
Derivative financial instruments: Commodity futures and exchange-traded commodity options contracts are reported at fair value utilizing Level 1 inputs. For these contracts, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes and live trading levels from the CME and NYMEX markets. The fair value measurements consider observable data that may include dealer quotes and live trading levels from the over-the-counter markets.
The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2014 and 2013, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
Note 11. Employee Benefit Plan
The Company adopted a 401(k) plan covering substantially all employees effective February 1, 2006. The Company provides matching contributions of 50% for up to 6% of employee compensation. Company contributions and plan expenses for the years ended September 30, 2014, 2013 and 2012 totaled $87,262, $58,310 and $72,360, respectively.
Note 12. Contingency
In May 2010, a lawsuit was filed against the Company and approximately twenty other ethanol plants, design firms and equipment manufacturers by an unrelated party claiming the Company’s operation of the corn oil extraction system is infringing at least one patent and that all parties have engaged in willful infringement. The plaintiff seeks injunctive relief, an award of damages with interest and any other remedies available under certain patent statutes or otherwise under law. The Company is currently defending the lawsuit with legal counsel and has asserted various defenses including that it does not infringe; that the patents are invalid; and/or that the patents are unenforceable. The court issued a ruling in November 2014 which was favorable to the Company, however various matters remain outstanding and the plaintiff has indicated its intent to appeal. The Company is unable at this time to estimate the ultimate outcome or determine if the lawsuit will have a material adverse affect on the Company.
Note 13. Quarterly Financial Data (Unaudited)
The following table presents summarized quarterly financial data for the years ended September 30, 2014 and 2013.
Note 14. Subsequent Event
On December 8, 2014, the board of directors declared a distribution to members in the amount of $325 per unit, totaling approximately $13.7 million. The distribution is payable to members of record as of December 8, 2014, and was paid on December 17, 2014.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Lincolnway Energy has not had any change in its accountants or any disagreements with its accountants which are required to be disclosed under this Item.
Item 9A.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Lincolnway Energy's management, with the participation of Lincolnway Energy's president and chief executive officer and chief financial officer, have evaluated the effectiveness of Lincolnway Energy's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this annual report. As a result of such evaluation, the president and chief executive officer and the chief financial officer have concluded that such disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed in the reports Lincolnway Energy files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and (ii) accumulated and communicated to management, including Lincolnway Energy's principal executive and principal financial officers or persons performing such functions, as appropriate, to allow timely decisions regarding disclosure. Lincolnway Energy believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected
Management's Annual Report on Internal Control Over Financial Reporting.
The management of Lincolnway Energy is responsible for establishing and maintaining adequate internal control over financial reporting for Lincolnway Energy. Lincolnway Energy's internal control system was designed to, in general, provide reasonable assurance to Lincolnway Energy's management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Lincolnway Energy's management assessed the effectiveness of Lincolnway Energy's internal control over financial reporting as of September 30, 2014. The framework used by management in making that assessment was the criteria set forth by the "Internal Control - Integrated Framework" (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, Lincolnway Energy's management has determined that as of September 30, 2014, Lincolnway Energy's internal control over financial reporting was effective for the purposes for which it is intended.
An attestation report from Lincolnway Energy's accounting firm on Lincolnway Energy's internal control over financial reporting is not included in this annual report because an attestation report is only required under the regulations of the Securities and Exchange Commission for accelerated filers or large accelerated filers.
Changes in Internal Control over Financial Reporting
No change in Lincolnway Energy's internal control over financial reporting occurred during the fourth quarter of the fiscal year ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, Lincolnway Energy's internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
Lincolnway Energy did not have any information that was required to be disclosed in a report on Form 8-K during the fourth quarter of the fiscal year ended September 30, 2014 that was not reported on a Form 8-K.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Certain information required by this Item is incorporated by reference from the related sections in Lincolnway Energy's definitive proxy statement to be filed by Lincolnway Energy with respect to the annual meeting of the members of Lincolnway Energy which will be held in 2015, which definitive proxy statement shall be filed not later the 120 days after the end of the fiscal year covered by this annual report.
The directors and executive officers of Lincolnway Energy as of the date of this annual report were as follows:
An individual may be nominated for election as a director of Lincolnway Energy by the members of Lincolnway Energy in accordance with the procedures set out in the second amended and restated operating agreement, or by the nominating committee of the directors, with the recommendations of the nominating committee being subject to approval by the directors. The directors are elected by the members for three year terms, with the terms of the directors being staggered so that three or four, as the case may be, directors are elected at each annual meeting. The vote by the members is generally done by a written ballot and without any discussion by the members.
Lincolnway Energy therefore does not know what specific experience, qualifications, attributes or skills of the current directors led any particular member or members to vote for any director. All of the current directors were, however, nominated by the nominating committee of the directors, and the nominating committee, and the directors in considering the recommendations of the nominating committee, considered the experience, qualifications, attributes or skills set out in the following paragraphs and in the following biographies of the directors in reaching the conclusion that the current directors should serve as a director and therefore be recommended to the members at the annual meetings of the members at which the directors were elected to their current respective three year terms.
One factor that was considered and that applies to nine of the directors is that those nine directors have gained substantial experience, knowledge and background regarding Lincolnway Energy's operations and the ethanol industry in general through their service as a director of Lincolnway Energy. Seven of the current directors have served as a director since Lincolnway Energy was organized in May of 2004, and two directors have served since July 27, 2007. Gregory Geoffroy has served as a director since March 4, 2013.
Over that period of time, Lincolnway Energy, along with the ethanol industry in general and the economy as a whole, have experienced a wide range of political, economic and market circumstances, ranging from very favorable to very difficult circumstances. The current directors have therefore gained valuable background and experience over a diverse range of circumstances.
Another factor that was considered and that applies to nine of the directors is the training, educational and industry association opportunities that have been engaged in by those directors. For example a majority of the directors have attended the Renewable Fuels Association annual conference and the Iowa Institute of Coops director training workshops. Those activities
have given the directors additional experience and background both with respect to the ethanol industry and serving on the board of a company.
Another factor that was considered and that applies to each director is that each director has individual experience in operating or managing a business through their own personal business endeavors that are discussed below. Each director has also evidenced a willingness and ability in their individual businesses to consider and pursue innovative or new approaches, as well as a willingness and ability to assume leadership roles in those businesses and industries, all of which are attributes that are helpful in an evolving and changing industry such as the ethanol industry. Another practical consideration is that each director is willing to devote the time, which can be significant at times, that is necessary to serve as a director and on committees of the directors. The following paragraphs provide some information regarding the directors and executive officers of Lincolnway Energy.
Jeff Taylor. Mr. Taylor has been a director of Lincolnway Energy since Lincolnway Energy was organized in May, 2004. His current term as a director will end at the annual meeting of the members that will be held in 2017. Mr. Taylor served as the vice president/vice chairman of Lincolnway Energy from the time Lincolnway Energy was organized in May, 2004 until April, 2008. Mr. Taylor has served as the chairman of Lincolnway Energy since May, 2008. Mr. Taylor has been self-employed as a farmer since 1988, and he owns and operates farms in Story County, Iowa. Mr. Taylor received a Bachelor of Science degree from Iowa State University in farm operations and agricultural studies. Mr. Taylor provides, among other things, agriculture and management background and experience to the directors. An agricultural background provides, among other things, experience that is useful to the directors in connection with analyzing issues related to corn and distillers' grain. Mr. Taylor also completed board member and chairman certification from the Iowa Institute of Cooperatives.
Brian Conrad. Brian Conrad has been a director of Lincolnway Energy since Lincolnway Energy was organized in May, 2004. His current term as a director will end at the annual meeting of the members that will be held in 2017. Mr. Conrad has served on the following committees of Lincolnway Energy and during the time periods indicated: Human Resources, from 2005 through 2006; Risk Management, from 2005 through 2007 and again from 2013 to the present; and Audit Committee and Finance Committee since Lincolnway Energy was organized in May, 2004. Mr. Conrad served as the vice chairman of Lincolnway Energy from May, 2008 until February, 2011 and March 2014 to present. Mr. Conrad has been employed with Exelon Generation, in wind and solar since December 2010. Mr. Conrad has held the postion of Commercial Project Manager since September 2014 and prior to that was Manager, Business Development. Prior to Exelon Wind, Mr. Conrad was employed with John Deere Credit from 1988 until December, 2010. He held various positions with John Deere Credit, including credit operations, and sales and marketing. His last position with John Deere Credit was Business Development Manager for the Western U.S. for John Deere Wind Energy. On December 10, 2010 Exelon Corporation purchased John Deere Wind Energy. Mr. Conrad has an undergraduate degree in economics and business administration and a Masters in Business Administration. Mr. Conrad provides, among other things, background and experience in sales, financing and acquisitions to the directors.
Richard Johnson. Richard Johnson has been a director of Lincolnway Energy since July 27, 2007, and his current term as a director will end at the annual meeting of the members that will be held in 2016. He has served as the secretary of Lincolnway Energy since March, 2011. He has also served on Lincolnway Energy’s Audit Committee and on its Nominating and Governance Committee since 2007. Richard was a self-employed certified public accountant from 2003 until his retirement in 2009. He has served as a director of a bank holding company, Vision Bankshares, Inc. (f/k/a Ogden Bancshares), since 2006, and as a director of one of its subsidiaries, Vision Bank of Iowa (f/k/a Ames Community Bank), since 2009. He served as a director of another Ogden Bancshares subsidiary, Vision Bank of Iowa, from 2006 until April, 2010. He also served as a director of EMC National Life Insurance Company (EMCNL) from 2003 until May, 2010. Richard has been a director and the treasurer of Petroleum Marketers Management Insurance Company (PMMIC) since 2000. Richard served as chairman of the Capital/Shareholder Committee of Ogden Bancshares and is chairman of the audit committee for PMMIC. Richard served as the audit committee chair of EMCNL from 2003 until May, 2010, and as a member of the audit committee of Vision Bank of Iowa from 2006 until April, 2010. He also served as the elected auditor of the State of Iowa from 1979 to 2003. Richard completed a six year term on December 31, 2006 as a trustee of the Financial Accounting Foundation, which is the board that oversees and provides board member selection and funding of the national Accounting Standards Boards. Richard served as a member of the Iowa Accountancy Examining Board from January 2003 to May 2009. The Accountancy Board licenses and regulates certified public accountants and accounting practitioners in the State of Iowa. Richard brings, among other things, financial accounting experience, including audit committee experience, and outside board and association experience to the directors.
Terrill Wycoff. Terry Wycoff has been a director of Lincolnway Energy since Lincolnway Energy was organized in May, 2004. His current term as a director will end at the annual meeting of the members that will be held in 2015. Terry has also served as the treasurer of Lincolnway Energy since Lincolnway Energy was organized in May, 2004. He has served on Lincolnway Energy’s Finance Committee, and on its Governance Committee, both since 2008. Terry retired on March 31, 2012 from his employment at First National Bank, Ames, Iowa after 50 years of service. Terry's last position with First
National Bank was Executive Vice President. He still serves as a member of the board of directors of First National Bank. Terry adds, among other things, background and experience in banking and finance to the directors.
Timothy Fevold. Mr. Fevold has been a director of Lincolnway Energy since Lincolnway Energy was organized in May, 2004. His current term as a director will end at the annual meeting of the members that will be held in 2017. Mr. Fevold served as the secretary of Lincolnway Energy from the time Lincolnway Energy was organized in May, 2004 until April, 2008. He is currently chairman of Lincolnway Energy's Corporate Governance and Nominating Committee, and he also serves on the Audit Committee. He served on the Human Resources Committee from 2008 to 2012. Mr. Fevold has been employed by Hertz Farm Management, based in Nevada, Iowa, since 1982, and is an accredited farm manager. He represents absentee landowners throughout Central Iowa. Mr. Fevold has also been licensed as a real estate broker in Iowa since 1987. Mr. Fevold brings, among other things, additional agriculture, real estate and farm management background and experience to the directors.
William Couser. Mr. Couser has been a director of Lincolnway Energy since Lincolnway Energy was organized in May, 2004. His current term as a director will end at the annual meeting of the members that will be held in 2015. Mr. Couser was the chairman of Lincolnway Energy from the time Lincolnway Energy was organized in May, 2004 until April, 2008. He also served as the interim president and chief executive officer of Lincolnway Energy from May, 2004 until July 13, 2005. Mr. Couser has served on Lincolnway Energy’s Finance Committee and on its Human Resources Committee since 2008. Mr. Couser has served as a director of Iowa Renewable Fuels Association for the past ten years, and he served as the president of the Iowa Renewable Fuels Association from January, 2004 to December, 2010. He is also serving as a director of the Iowa Cattlemen's Association and Iowa Institute for Coops. He has served as director on those boards for the past seven years. Mr. Couser has been self-employed as a farmer since 1977. His farming operations include row crops and cattle. Mr. Couser brings, among other things, additional agricultural and management background and experience to the directors. Mr. Couser also brings outside board and affiliations background and experience to the directors, including in the ethanol industry as noted above.
James Hill. Mr. Hill has been a director of Lincolnway Energy since Lincolnway Energy was organized in May, 2004. His current term as a director will end at the annual meeting of the members that will be held in 2016. Mr. Hill has served on Lincolnway Energy’s Risk Management Committee since May 2013, and on Lincolnway Energy's Human Resources and Compensation Committee and on its Finance Committee, each since 2008. Following graduation from college, Mr. Hill worked in management at Northwestern Bell Telephone Company in various capacities in Minnesota. In 1969, he returned to the family farming and cattle feeding operation in Iowa. While farming and feeding cattle, Mr. Hill became involved in cattle industry organizations, and he has served as chairman of the Iowa Beef Industry Council and president of the Iowa Cattlemen's Association. He also served as president of the board of directors of the Ellsworth-Williams Coop during its merger with Prairie Land Coop. He has also served as an advisory council member for Farm Credit Services of America since approximately 1994. Mr. Hill brings, among other things, additional agricultural, management and outside board and industry association background and experience to the directors.
Rick Vaughan. Rick Vaughan has been a director of Lincolnway Energy since Lincolnway Energy was organized in May, 2004. His current term as a director will end at the annual meeting of the members that will be held in 2015. He has served on the following committees of Lincolnway Energy and during the time periods indicated: Human Resources and Compensation Committee since 2008; Governance Committee, from 2008 to 2012; Audit Committee since 2008; and Risk Committee since 2013. Rick served as the General Manager of Prairie Land Cooperative from February 1995 until August 2011. Prairie Land Cooperative merged with Innovative Ag Services on September 1, 2011. He became Co-CEO of Innovative Ag Services on September 1, 2011 and CEO in December 2012. Innovative Ag Services is a farm supply business serving producers in grain marketing and services, agronomy products and services, feed manufacturing, diesel fuel and propane products and services. Rick brings, among other things, agricultural, cooperative, management and marketing experience and background to the directors.
Kurt Olson. Kurt Olson has been a director of Lincolnway Energy since July 27, 2007, and his current term as a director will end at the annual meeting of the members that will be held in 2016. Mr. Olson served as the secretary of Lincolnway Energy from May, 2008 until February, 2011. He has served as the Vice Chairman of Lincolnway Energy since March 1, 2011. He has served as the Chairman of the Human Resources and Compensation Committee since May, 2008. Mr. Olson graduated in 1978 from Iowa State University in ag-economics and has been actively involved in business operations and management of real estate in central Iowa for over 28 years. Mr. Olson was employed with Litchfield Realty Company from 1987 to 2003. He served as the president of Litchfield Realty and its subsidiaries, AgServ Company and FarmLand Real Estate and Management, LC. The business of AgServ Company included a grain elevator, an agronomy supplier, a feed manufacturer and a soybean seed processor. In 2003, Mr. Olson purchased Farmland Real Estate and Management, LC. Farmland Real Estate and Management, LC markets crop insurance and manages farmland. Mr. Olson provides, among other things, agricultural, real estate and farm management background and experience to the directors.
Gregory Geoffroy. Dr. Geoffroy has been a director of Lincolnway Energy since March 4, 2013. His current term as a director will end at the annual meeting of the members that will be held in 2016. Dr. Geoffroy has served on Lincolnway
Energy’s Human Resources and Compensation Committee and on its Finance Committee since 2013. Dr. Geoffroy received his B.S. in chemistry in 1968 from the University of Louisville. He served two years on active duty as an officer in the US Navy, and he did his graduate studies at the California Institute of Technology. After receiving his Ph.D. in chemistry in 1974, he joined the chemistry faculty at Penn State University. An accomplished teacher and research scientist with over 200 publications in organometallic chemistry and catalysis, he rose through the faculty ranks and served as Department Chair and Dean of the Eberly College of Science before moving to the University of Maryland, College Park in 1997 as senior Vice President and Provost. He was appointed President of Iowa State University in 2001 and served in that capacity until 2012. He served as Professor of Chemistry from that time until he retired from Iowa State University in 2013. He occasionally gives leadership lectures in Iowa State's graduate program in higher education. He has been a member of the board of directors of Bankers Trust Co., Des Moines, Iowa since August, 2001, and of the board of directors of National Merit Scholarship Corporation, Chicago, Illinois, since November, 2008. He has also been a member and has served as Chair of the Board of Trustees of Ashford University since November, 2012. He served as a consultant to Lincolnway Energy from March, 2012 until his election as a director of Lincolnway Energy at the March 4, 2013 annual meeting of the members. Dr. Geoffroy provides, among other things, science and chemistry and management experience to the directors.
Eric Hakmiller. Eric Hakmiller has served as the president and chief executive officer of Lincolnway Energy since April 9, 2013. Eric has 25 years of experience in the grain processing industry, including working in wet milling, soy processing, animal feeds and biofuels. For the six years prior to becoming Lincolnway Energy’s chief executive officer, Eric served as the Vice President and General Manager of the Bunge Biofuels Division. In that capacity, Eric oversaw all biofuels activities in Bunge’s North American operation. Eric has served as a director of Aventine Renewable Energy since October, 2013. Eric also served as a director of Southwest Iowa Renewable Energy from July, 2009 to October, 2013, as a director of Bunge Ergon Vicksburg from July, 2009 to October, 2013, and as a director of Renewable Energy Group from December, 2009 to January, 2013. The two prior companies are ethanol companies, and the latter is a biodiesel company. Eric served as the Managing Director of Bunge Germany and Austria from September, 2004 to October, 2005, and in the Bunge affiliated operation of Solae from March, 2003 to September, 2004.
Kristine Strum. Ms. Strum served the controller for Lincolnway Energy from December 12, 2005 until October 3, 2014, at which time she became the Director of Finance for Lincolnway Energy. She was employed as a controller by Iowa Newspapers, Inc., in Ames, Iowa, from August, 1989 to December, 2005. Iowa Newspapers, Inc. is a newspaper publishing company.
Kim Supercynski served as the chief financial officer of Lincolnway Energy from October, 2005 until January 15, 2014. Kim served as Lincolnway Energy's interim president and chief executive officer from November 9, 2012 until April 9, 2013. She served as the corporate controller for Garst Seed Company, located in Slater, Iowa, from approximately February 1996 to October 2005. Her responsibilities in that capacity included overseeing the accounting department. Garst Seed Company is an affiliate of Syngenta, Inc., which is a large international company that sells, markets and produces agricultural seed. Prior to working at Garst Seed Company.
Neal Greenberg served as Lincolnway Energy's interim chief financial officer from January 21, 2014 until October 3, 2014. Neal has been a director of CFO Systems since July, 2012. CFO Systems provides financial services to middle market entities in the United States, and was retained by Lincolnway Energy on an interim basis to provide financial and consulting services to Lincolnway Energy. Neal served as the interim chief financial officer pursuant to that consulting agreement. Prior to joining CFO Systems, Neal served as the Director of Operations of MedWellRx from August, 2011 to June, 2012, and as the Controller of Jet Linx, LLC from July, 2010 to August, 2011. Neal was the Director of Financial Reporting as a full-time consultant for American Gramaphone from July, 2003 to July, 2010.
Number and Term of Directors and Officers
The number of directors for Lincolnway Energy was fixed at 10 as of the date of this annual report. Each of Lincolnway Energy's directors is elected to a three year term and until his or her successor is elected. The terms of the directors are staggered, so that three of the directors' terms expire in one year, three expire the next year, and four expire the following year.
The officers of Lincolnway Energy are elected annually by the directors at its annual meeting, and hold office until the next annual meeting of the directors and until their respective successors are chosen. Any officer may be removed by the directors at any time, with or without cause, subject to any employment agreement as may exist between Lincolnway Energy and any officer. Lincolnway Energy did not have any written employment agreements with any officer as of the date of this annual report, other than Eric Hakmiller.
Significant Employees
Lincolnway Energy currently has three employees who Lincolnway Energy expects to make a significant contribution to its business, in addition to Lincolnway Energy's executive officers identified above. Those employees are David Sommerlot, Blair Picard and Lee Mason. Lincolnway Energy does not have a written employment agreement with any of those employees.
David Sommerlot. Mr. Sommerlot has been Lincolnway Energy's plant manager since September 8, 2009. He was employed by Cargill, Inc. from 1976 to July 1985, working at Cargill, Inc.'s Iowa Protein Products Soy Specialties facility in Cedar Rapids, Iowa. He was transferred by Cargill, Inc. in July of 1985 to Bloomington, Illinois, where he served as the plant superintendent of Cargill, Inc.'s soy crushing facility. He was transferred again in September 1994 to Des Moines, Iowa, where he served as the plant superintendent for Cargill, Inc.'s oil processing facility until March 2009. Mr. Sommerlot is 60.
Blair Picard. Blair Picard was retained as Lincolnway Energy's commercial manager on February 1, 2014. In that role, he manages the buying and selling of Lincolnway Energy's ethanol, distillers' grains and corn oil. Blair was employed by Bunge North America from July, 1990 to December, 2013, during which time he managed Bunge North America's commodities operations. He was an independent floor trader at the Chicago Board of Trade from December, 1987 to January, 1990. Blair traded for Cobec Warehousing (Brazil), Richo Grain (Switzerland) and HBI Inc. (India) over the period from October, 1979 to November, 1987. Blair is 62.
Lee Mason. Lee Mason was retained as an engineer by Lincolnway Energy on April 28, 2014. Lee was with Flint Hills Resources in Menlo, Iowa from October, 2011 to April, 2014, where he worked as an engineer. He was with Air Liqnide in Houston, Texas from May, 2007 to October, 2011, where he worked as a technical engineer, manufacturing business analyst. Lee is 35.
Code of Ethics
Lincolnway Energy has adopted a code of ethics that applies to Lincolnway Energy's directors, principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions for Lincolnway Energy.
No Changes to Director Nomination Procedures
There were no material changes during the fiscal year ended September 30, 2014 to the procedures by which the members of Lincolnway Energy may recommend nominees for election as a director of Lincolnway Energy.
Audit Committee Financial Expert
Lincolnway Energy has an audit committee. The members of the audit committee as of the date of this annual report were Richard Johnson, Tim Fevold, Brian Conrad and Rick Vaughan.
Lincolnway Energy's board has determined that Richard Johnson is an audit committee financial expert, as that term is defined in the applicable regulations of the Securities and Exchange Commission. Lincolnway Energy's board has also determined that Richard Johnson and all of the other members of the audit committee meet the standards of independence under the Governance Guidelines and applicable NASDAQ Stock Market listing standards, including that each of the committee members are free of any relationship that would interfere with the member's individual exercise of independent judgment.
Section 16(a) Beneficial Ownership Reporting Compliance
Tim Fevold is a director of Lincolnway Energy. Mr. Fevold purchased 25 units of Lincolnway Energy on December 31, 2013. Under the regulations of the U.S. Securities and Exchange Commission, Mr. Fevold was required to file a Form 4 with the SEC regarding that transaction by not later than January 3, 2014, but the Form 4 was not filed with the SEC until January 8, 2014. Mr. Fevold’s failure to timely file the Form 4 was inadvertent, and, as noted, Mr. Fevold did file a Form 4 with the SEC regarding the transaction. Mr. Fevold has timely filed all other Form 3 and Form 4 filings that were required to be made by Mr. Fevold under the regulations of the SEC.
Neal Greenberg served as the interim chief financial officer of Lincolnway Energy from January 21, 2014 to October 3, 2014. Under the regulations of the U.S. Securities and Exchange Commission, Mr. Greenberg should have filed a Form 3 by not later than February 4, 2014, but the Form 3 has not yet been filed. Mr. Greenberg has advised Lincolnway Energy that he is in the process of obtaining filing numbers for the filing of the Form 3 and that he will promptly file the Form 3 once those numbers have been obtained. Mr.
Greenberg’s failure to file the Form 3 was inadvertent, and Mr. Greenberg immediately agreed to file the Form 3 when the matter was brought to his attention.
Item 11.
Item 11. Executive Compensation.
The information required by this Item is incorporated by reference from the "Compensation Of Directors", "Compensation Of Executive Officers", "Compensation Committee Interlocks And Insider Participation" and "Compensation Committee Report" sections in Lincolnway Energy's definitive proxy statement to be filed by Lincolnway Energy with respect to the annual meeting of the members of Lincolnway Energy which will be held in 2015, which definitive proxy statement shall be filed not later than 120 days after the end of the fiscal year covered by this annual report.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
As of the date of this annual report, Lincolnway Energy was only authorized to issue units of membership interest, and Lincolnway Energy did not have any other classes or series of units.
As of the date of this annual report, Lincolnway Energy did not have any compensation plans, including any individual compensation arrangements, under which units of Lincolnway Energy are authorized for issuance.
The following table sets forth certain information regarding the beneficial ownership of units of Lincolnway Energy as of November 30, 2014 by the directors and executive management of Lincolnway Energy. Lincolnway Energy had 42,049 outstanding units on November 30, 2014.
Unless otherwise indicated by a footnote, all of the units are directly owned by the listed individual or jointly owned with their spouse and are not pledged as security by the listed individual.
All of the units are pledged as security by the listed individual, except that only 417 of Mr. Conrad's units are pledged.
Fifty of the units are held by a trust for which Jeff Taylor serves as one of the trustees and fifty units are held by minor children of Mr. Taylor.
To Lincolnway Energy's knowledge, as of the date of this annual report:
•
No person or group was the beneficial owner of more than 5% of Lincolnway Energy's outstanding units, and no person or group held more than 5% of Lincolnway Energy's outstanding units pursuant to any voting trust or similar agreement, and
•
There are no arrangements, including any pledge of units by any person, the operation of which may at a subsequent date result in a change in control of Lincolnway Energy.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Certain Relationships and Related Transactions
There were no transactions since the beginning of Lincolnway Energy's fiscal year ended September 30, 2014, and there are no currently proposed transactions, in which Lincolnway Energy was or is to be a participant where the amount involved exceeds $120,000, and in which any of the following types of persons had, or will have, a direct or indirect material interest:
•
any director or executive officer of Lincolnway Energy;
•
any person who is known by Lincolnway Energy to be the beneficial owner of more than 5% of Lincolnway Energy's outstanding units; or
•
any immediate family member of any of the foregoing persons.
Director Independence
The directors of Lincolnway Energy are William Couser, Jeff Taylor, Timothy Fevold, Terrill Wycoff, James Hill, Brian Conrad, Rick Vaughan, Richard Johnson, Kurt Olson and Gregory Geoffroy Each of the directors meets the standards of independence under the Governance Guidelines and applicable NASDAQ Stock Market listing standards, including that each director is free of any relationship that would interfere with the director's individual exercise of independent judgment.
Item 14.
Item 14. Principal Accountant Fees and Services.
The following table presents fees for professional services rendered by McGladrey LLP for the audit of Lincolnway Energy's annual financial statements for the fiscal years ended September 30, 2014 and 2013 and fees billed for other services rendered by McGladrey LLP during those periods:
Audit Fees. The audit fees were billed for the audit by McGladrey LLP of Lincolnway Energy's annual financial statements and review of the financial statements included in Lincolnway Energy's quarterly reports on Form 10-Q or services that are normally provided by McGladrey LLP in connection with statutory and regulatory filings or engagements.
Tax Fees. The tax fees were billed for services rendered by McGladrey LLP for tax compliance, tax advice and tax planning. The nature of the services comprising the tax fees was for year end tax preparation of the partnership return and associated K-1's.
Audit-Related Fees. The audit-related fees were incurred for assistance with certain SEC reporting matters and other audit-related services.
Each specific engagement of McGladrey LLP is pre-approved by the audit committee of the board of Lincolnway Energy.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
(a)
Financial Statements and Schedules.
The financial statements are set forth in Item 8 of this annual report. Financial statement schedules have been omitted because they are not required or are not applicable, or the information is otherwise included in this annual report.
(b)
Exhibits.
The following exhibits are filed as part of this annual report. Exhibits previously filed are incorporated by reference, as noted.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
EXHIBIT INDEX
Exhibits Filed With Form 10-K
of Lincolnway Energy, LLC
For the Fiscal Year Ended September 30, 2014