Attached files
| file | filename |
|---|---|
| EX-31.3 - CERTIFICATION - RED TRAIL ENERGY, LLC | certification31393014.htm |
| EX-31.4 - CERTIFICATION - RED TRAIL ENERGY, LLC | certification31493014.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the fiscal year ended September 30, 2014 | |
OR | |
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the transition period from to . | |
COMMISSION FILE NUMBER 000-53588 | |
RED TRAIL ENERGY, LLC
(Exact name of registrant as specified in its charter)
North Dakota | 20-4798531 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
3682 Highway 8 South, P.O. Box 11, Richardton, ND 58652 | ||||
(Address of principal executive offices) | ||||
(701) 974-3308 | ||||
(Registrant's telephone number, including area code) | ||||
Securities registered pursuant to Section 12(b) of the Act: None. | ||||
Securities registered pursuant to Section 12(g) of the Act: Class A Membership Units | ||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
o Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer o | Accelerated Filer o |
Non-Accelerated Filer x | Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes x No
The aggregate market value of the membership units held by non-affiliates of the registrant as of March 31, 2014 was $33,734,203. There is no established public trading market for our membership units. The aggregate market value was computed by reference to the most recent offering price of our Class A units which was $1 per unit.
As of December 15, 2014, there were 40,148,160 Class A Membership Units outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant has incorporated by reference into Part III of this Annual Report on Form 10-K portions of its definitive proxy statement filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this Annual Report.
Explanatory Note Regarding Amendment No. 1
We are filing this Amendment No. 1 to the Annual Report on Form 10-K/A ( this "Amendment") to amend our Annual Report on Form 10-K for the fiscal year ended September 30, 2014, as filed with the Securities and Exchange Commission on December 15, 2014. This Amendment is being filed for the purpose of correcting a typographical error with respect to the Item headings in Part III of the Form 10-K. In addition, we are amending and restating our exhibit list in Part IV, Item 15 to incorporate by reference the Lump Sum Design-Build Agreement dated August 29, 2005 as Exhibit 10.3 and to add new certifications attached as Exhibits 31.3 and 31.4 hereto as required by Rule 12b-15 of the Securities and Exchange Act of 1934.
No other changes have been made to our Annual Report on Form 10-K or any other exhibits. This Amendment speaks as of the original filing date of the Annual Report on Form 10-K and has not been updated to reflect events occurring subsequent to the original filing date. Accordingly, in conjunction with reading this Amendment, you should also read all other filings that we have made with the Securities and Exchange Commission since the date of the original filing.
PART III
ITEM 10. GOVERNORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated by reference in the definitive proxy statement from our 2015 Annual Meeting of Members filed with the Securities and Exchange Commission within 120 days of our 2014 fiscal year end. This proxy statement is referred to in this report as the "2015 Proxy Statement."
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item is incorporated by reference to the 2015 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER MATTERS.
The information required by this Item is incorporated by reference to the 2015 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND GOVERNOR INDEPENDENCE.
The information required by this Item is incorporated by reference to the 2015 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The information required by this Item is incorporated by reference to the 2015 Proxy Statement.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Exhibits Filed as Part of this Report and Exhibits Incorporated by Reference.
The following exhibits and financial statements are filed as part of, or are incorporated by reference into, this report:
(1) | Financial Statements |
The financial statements appear beginning at page 30 of this report.
(2) | Financial Statement Schedules |
All supplemental schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.
(3) | Exhibits |
Exhibit No. | Exhibit | Filed Herewith | Incorporated by Reference | ||
3.1 | Articles of Organization, as filed with the North Dakota Secretary of State on July 16, 2003. | Filed as Exhibit 3.1 to the registrant's registration statement on Form 10-12G (000-52033) and incorporated by reference herein. | |||
3.2 | Amended and Restated Operating Agreement of Red Trail Energy, LLC. | Filed as exhibit 3.1 to our Current Report on Form 8-K on August 6, 2008. (000-52033) and incorporated by reference herein. | |||
4.1 | Membership Unit Certificate Specimen. | Filed as Exhibit 4.1 to the registrant's registration statement on Form 10-12G (000-52033) and incorporated by reference herein. | |||
4.2 | Member Control Agreement of Red Trail Energy, LLC. | Filed as Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2006. (000-52033) and incorporated by reference herein. | |||
10.1 | The Burlington Northern and Santa Fe Railway Company Lease of Land for Construction/ Rehabilitation of Track made as of May 12, 2003 by and between The Burlington Northern and Santa Fe Railway Company and Red Trail Energy, LLC. | Filed as Exhibit 10.1 to the registrant's registration statement on Form 10-12G (000-52033) and incorporated by reference herein. | |||
10.2 | Agreement for Electric Service made the dated August 18, 2005, by and between West Plains Electric Cooperative, Inc. and Red Trail Energy, LLC. | Filed as Exhibit 10.10 to the registrant's registration statement on Form 10-12G (000-52033) and incorporated by reference herein. | |||
10.3 | Lump Sum Design-Build Agreement between Red Trail Energy, LLC, and Fagen, Inc. dated August 29, 2005. | Filed as Exhibit 10.12 to the registrant's registration statement on Form 10-12G/A-3 (000-52033) and incorporated by reference herein. | |||
10.4 | Security Agreement and Deposit Account Control Agreement made December 16, 2005, by and among First National Bank of Omaha, Red Trail Energy, LLC, and Bank of North Dakota. | Filed as Exhibit 10.19 to the registrant's registration statement on Form 10-12G (000-52033) and incorporated by reference herein. | |||
10.5 | Security Agreement given as of December 16, 2005, by Red Trail Energy, LLC, to First National Bank of Omaha. | Filed as Exhibit 10.20 to the registrant's registration statement on Form 10-12G (000-52033) and incorporated by reference herein. | |||
10.6 | Control Agreement Regarding Security Interest in Investment Property, made as of December 16, 2005, by and between First National Bank of Omaha, Red Trail Energy, LLC, and First National Capital Markets, Inc. | Filed as Exhibit 10.21 to the registrant's registration statement on Form 10-12G (000-52033) and incorporated by reference herein. | |||
10.7 | Southwest Pipeline Project Raw Water Service Contract, executed by Red Trail Energy, LLC, on March 8, 2006, by the Secretary of the North Dakota State Water Commission on March 31, 2006, and by the Chairman of the Southwest Water Authority on April 2, 2006. | Filed as Exhibit 10.28 to the registrant's registration statement on Form 10-12G (000-52033) and incorporated by reference herein. | |||
10.8 | Contract dated April 26, 2006, by and between the North Dakota Industrial Commission and Red Trail Energy, LLC. | Filed as Exhibit 10.29 to the registrant's second amended registration statement on Form 10-12G/A (000-52033) and incorporated by reference herein. | |||
10.9 | Subordination Agreement, dated May 16, 2006, among the State of North Dakota, by and through its Industrial Commission, First National Bank and Red Trail Energy, LLC. | Filed as Exhibit 10.30 to the registrant's second amended registration statement on Form 10-12G/A (000-52033) and incorporated by reference herein. | |||
10.10 | Firm Gas Service Extension Agreement, dated June 7, 2006, by and between Montana-Dakota Utilities Co. and Red Trail Energy, LLC. | Filed as Exhibit 10.31 to the registrant's second amended registration statement on Form 10-12G/A (000-52033) and incorporated by reference herein. | |||
10.11 | Security Agreement and Deposit Account Control Agreement effective August 16, 2006 by and among First National Bank of Omaha and Red Trail Energy, LLC. | Filed as Exhibit 10.34 to our Annual Report on Form 10-K for the year ended December 31, 2006. (000-52033) and incorporated by reference herein. | |||
10.12 | Option to Purchase 200,000 Class A Membership Units of Red Trail Energy, LLC by Red Trail Energy, LLC from North Dakota Development Fund and Stark County dated December 11, 2006. | Filed as Exhibit 10.36 to our Annual Report on Form 10-K for the year ended December 31, 2006. (000-52033) and incorporated by reference herein. | |||
10.13 | Audit Committee Charter adopted April 9, 2007. | Filed as Exhibit 10.37 to our Annual Report on Form 10-K for the year ended December 31, 2006. (000-52033) and incorporated by reference herein. | |||
10.14 | Senior Financial Officer Code of Conduct adopted March 28, 2007. | Filed as Exhibit 10.38 to our Annual Report on Form 10-K for the year ended December 31, 2006. (000-52033) and incorporated by reference herein. | |||
10.15 | Member Ethanol Fuel Marketing agreement by and between Red Trail Energy, LLC and RPMG, Inc dated January 1, 2008. | Filed as Exhibit 10.41 to our Annual Report on Form 10-K for the year ended December 31, 2007 (000-52033) and incorporated by reference herein. | |||
10.16 | Contribution Agreement by and between Red Trail Energy, LLC and Renewable Products Marketing Group, LLC dated January 1, 2008. | Filed as Exhibit 10.42 to our Annual Report on Form 10-K for the year ended December 31, 2007 (000-52033) and incorporated by reference herein. | |||
10.17 | Distillers Grain Marketing Agreement by and between Red Trail Energy, LLC and CHS, Inc dated March 10, 2008. | Filed as Exhibit 10.44 to our Annual Report on Form 10-K for the year ended December 31, 2007 (000-52033) and incorporated by reference herein. | |||
10.18 | Assignment and Assumption Agreement dated April 1, 2008, by and between Commodity Specialist Company and Red Trail Energy, LLC. | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (000-52033) and incorporated by reference herein. | |||
10.19 | Employment Agreement dated August 8, 2008 by and between Red Trail Energy, LLC and Mark Klimpel. | Filed as exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on August 13, 2008 (000-52033) and incorporated by reference herein. | |||
10.20 | Amended and Restated Member Control Agreement of Red Trail Energy, LLC. | Filed as exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on June 1, 2009 (000-52033) and incorporated by reference herein. | |||
10.21 | Amended and Restated Management Agreement made and entered into as of September 10, 2009 by and between Red Trail Energy, LLC, and Greenway Consulting, LLC. | Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (000-52033) and incorporated by reference herein. | |||
10.22 | Employment Agreement between Red Trail Energy, LLC and Gerald Bachmeier dated July 8, 2010. | Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (000-52033) and incorporated by reference herein. | |||
10.23 | Mediated Settlement Agreement between Red Trail Energy, LLC, Fagen, Inc. and Fagen Engineering, LLC, and ICM, Inc. dated November 8, 2010. + | Filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on December 20, 2010 (000-52033) and incorporated by reference herein. | |||
10.24 | Letter Agreement between Greenway Consulting, LLC and Red Trail Energy, LLC dated January 13, 2011. | Filed as Exhibit 10.56 to our Current Report on Form 10-K for the fiscal year ended December 31, 2010 (000-52033) and incorporated by reference herein. | |||
10.25 | First Amended and Restated Revolving Promissory Note dated June 1, 2011 by and between Red Trail Energy, LLC and First National Bank of Omaha. | Filed as Exhibit 99.2 to our Current Report on Form 8-K dated June 1, 2011 (000-52033) and incorporated by reference herein. | |||
10.26 | Equity Grant Agreement between Kent Anderson and Red Trail Energy, LLC dated July 1, 2011. | Filed as Exhibit 10.1 to our Current Report on Form 10-Q for the quarter ended June 30, 2011 (000-52033) and incorporated by reference herein. | |||
10.27 | Corn Oil Separation System Agreement between Solution Recovery Services, LLC and Red Trail Energy, LLC dated October 6, 2011. + | Filed as Exhibit 10.60 to our Current Report on Form 10-K for the transition period ended September 30, 2011 (000-52033) and incorporated by reference herein. | |||
10.28 | First Amended and Restated Construction Loan Agreement between First National Bank of Omaha and Red Trail Energy, LLC dated April 16, 2012. | Filed as Exhibit 10.1 to our Current Report on Form 10-Q for the quarter ended March 31, 2012 (000-52033) and incorporated by reference herein. | |||
10.29 | Amended and Restated Ethanol Marketing Agreement between RPMG, Inc. and Red Trail Energy, LLC dated August 27, 2012. + | Filed as Exhibit 10.62 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (000-52033) and incorporated by reference herein. | |||
10.30 | Member Corn Oil Marketing Agreement between RPMG, Inc. and Red Trail Energy, LLC dated March 21, 2012. + | Filed as Exhibit 10.63 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (000-52033) and incorporated by reference herein. | |||
10.31 | First Amendment of First Amended and Restated Construction Loan Agreement between First National Bank of Omaha and Red Trail Energy, LLC dated October 31, 2012. | Filed as Exhibit 10.64 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (000-52033) and incorporated by reference herein. | |||
10.32 | Distillers' Grain Marketing Agreement between RPMG, Inc and Red Trail Energy, LLC dated October 1, 2013.+ | Filed as Exhibit 10.31 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 (000-52033) and incorporated by reference herein. | |||
10.33 | Rainbow Gas Asset Management Agreement, Dated September 3, 2014 | Filed as Exhibit 10.32 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 (000-52033) and incorporated by reference herein. | |||
31.1 | Certificate Pursuant to 17 CFR 240.13a-14(a) | Filed as Exhibit 31.1 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 (000-52033) and incorporated by reference herein. | |||
31.2 | Certificate Pursuant to 17 CFR 240.13a-14(a) | Filed as Exhibit 31.2 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 (000-52033) and incorporated by reference herein. | |||
31.3 | Certificate Pursuant to 17 CFR 240.13a-14(a) | X | |||
31.4 | Certificate Pursuant to 17 CFR 240.13a-14(a) | X | |||
32.1 | Certificate Pursuant to 18 U.S.C. Section 1350 | Filed as Exhibit 32.1 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 (000-52033) and incorporated by reference herein. | |||
32.2 | Certificate Pursuant to 18 U.S.C. Section 1350 | Filed as Exhibit 32.2 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 (000-52033) and incorporated by reference herein. | |||
101 | The following financial information from Red Trail Energy, LLC's Annual Report on Form 10-K for the fiscal year ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets as of September 30, 2014 and 2013, (ii) Statements of Operations for the fiscal years ended September 30, 2014, 2013, and 2012, (iii) Statement of Changes in Members' Equity; (iv) Statements of Cash Flows for the fiscal years ended September 30, 2014, 2013, and 2012, and (v) the Notes to Financial Statements.** | ||||
(+) Confidential Treatment Requested.
(X) Filed herewith.
(**) Furnished with the Annual Report on Form 10-K for the fiscal year ended September 30, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
RED TRAIL ENERGY, LLC | |||
Date: | March 24, 2015 | /s/ Gerald Bachmeier | |
Gerald Bachmeier | |||
President and Chief Executive Officer | |||
(Principal Executive Officer) | |||
Date: | March 24, 2015 | /s/ Jodi Johnson | |
Jodi Johnson | |||
Chief Financial Officer | |||
(Principal Financial and Accounting Officer) | |||