HOMELAND ENERGY SOLUTIONS LLC - FORM 10-Q

Attached files

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EX-32.2 - EXHIBIT 32.2 - HOMELAND ENERGY SOLUTIONS LLC	exhibit322-certification9x.htm
EX-32.1 - EXHIBIT 32.1 - HOMELAND ENERGY SOLUTIONS LLC	exhibit321-certification9x.htm
EX-31.2 - CERTIFICATION - HOMELAND ENERGY SOLUTIONS LLC	exhibit312-certification9x.htm
EX-31.1 - CERTIFICATION - HOMELAND ENERGY SOLUTIONS LLC	exhibit311-certification9x.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal quarter ended September 30, 2017

o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission file number 000-53202



HOMELAND ENERGY SOLUTIONS, LLC
(Exact name of registrant as specified in its charter)

Iowa		20-3919356
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2779 Highway 24, Lawler, Iowa		52154
(Address of principal executive offices)		(Zip Code)

(563) 238-5555
(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: Membership Units

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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes o No

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
(Do not check if a smaller reporting company)		Emerging Growth Company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No

As of November 14, 2017, we had 90,445 membership units outstanding. On June 13, 2013, the Company entered into an agreement with Steve Retterath, the Company's largest equity holder, to repurchase and retire all of the units owned by Mr. Retterath. The Company agreed to repurchase and retire 25,860 membership units owned by Mr. Retterath in exchange for $30 million. Recently, a court ruled that the repurchase agreement was valid and enforceable and ordered Mr. Retterath to close on the transaction. Mr. Retterath is appealing this decision. The Company's position is as of the closing date of the original agreement, Mr. Retterath is no longer the equitable owner of any membership units in the Company. As a result, the Company has recorded a $30 million short-term liability related to the amount the Company agreed to pay Mr. Retterath to repurchase his membership units and has correspondingly reduced members' equity on the balance sheet. The 90,445 membership units outstanding include the contested membership units the Company agreed to repurchase from Mr. Retterath.

INDEX



	Page No.
Part I. FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures	24

Part II. OTHER INFORMATION	24
Item 1. Legal Proceedings	24
Item 1A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3. Defaults Upon Senior Securities	26
Item 4. Mine Safety Disclosures	26
Item 5. Other Information	26
Item 6. Exhibits	26

Signatures	26

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Homeland Energy Solutions, LLC

Balance Sheets



	September 30, 2017		December 31, 2016
ASSETS	(Unaudited)		(Audited)

CURRENT ASSETS
Cash and cash equivalents	$	36,783,710	$	14,168,643
Trading securities	34,879,254		41,551,151
Accounts receivable	557,378		6,258,503
Inventory	13,903,739		11,619,564
Prepaid and other	2,481,843		2,708,029
Derivative instruments	536,487		529,185
Total current assets	89,142,411		76,835,075

PROPERTY AND EQUIPMENT
Land and improvements	22,539,788		22,539,788
Buildings	6,344,990		6,344,990
Equipment	167,836,865		166,657,213
Construction in progress	30,178,570		8,270,322
	226,900,213		203,812,313
Less accumulated depreciation	95,029,946		86,005,811
Total property and equipment	131,870,267		117,806,502

OTHER ASSETS
Restricted cash	2,465,041		—
Utility rights, net of amortization of $1,421,507 and $1,319,217	886,522		988,812
Other assets	3,169,414		3,154,510
Total other assets	6,520,977		4,143,322

TOTAL ASSETS	$	227,533,655	$	198,784,899

See Notes to Unaudited Financial Statements.

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Homeland Energy Solutions, LLC

Balance Sheets (continued)



	September 30, 2017		December 31, 2016
LIABILITIES AND MEMBERS' EQUITY	(Unaudited)		(Audited)

CURRENT LIABILITIES
Accounts payable	$	6,996,059	$	16,051,844
Due to former member	30,000,000		30,000,000
Accrued expenses	1,099,007		1,372,493
Current portion long term debt	3,000,000		—
Total current liabilities	41,095,066		47,424,337

COMMITMENTS AND CONTINGENCIES

LONG-TERM LIABILITIES
Term note	27,000,000		—
Other liabilities	—		123,190
Total long-term liabilities	27,000,000		123,190

MEMBERS' EQUITY (64,585 units issued and outstanding)	159,438,589		151,237,372

TOTAL LIABILITIES AND MEMBERS' EQUITY	$	227,533,655	$	198,784,899

See Notes to Unaudited Financial Statements.

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Homeland Energy Solutions, LLC

Statements of Operations

(Unaudited)



	Three Months Ended			Three Months Ended		Nine Months Ended			Nine Months Ended
	September 30, 2017			September 30, 2016		September 30, 2017			September 30, 2016

Revenue	$	59,680,650		$	64,675,851	$	194,342,760		$	196,132,720

Costs of goods sold	52,152,539			55,045,329		174,938,128			174,855,824

Gross profit	7,528,111			9,630,522		19,404,632			21,276,896

Selling, general and administrative expenses	806,772			1,126,987		2,833,927			2,697,754

Operating income	6,721,339			8,503,535		16,570,705			18,579,142

Other income (expense)
Interest (expense)	(112,806		)	—		(112,806		)	—
Interest income	42,358			3,493		69,490			8,270
Other income	146,449			164,336		651,143			1,298,558
Total other income	76,001			167,829		607,827			1,306,828

Net income	$	6,797,340		$	8,671,364	$	17,178,532		$	19,885,970

Basic & diluted net income per capital unit	$	105.25		$	134.26	$	265.98		$	307.90

Weighted average number of units outstanding for the calculation of basic & diluted net income per capital unit	64,585			64,585		64,585			64,585

See Notes to Unaudited Financial Statements.

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Homeland Energy Solutions, LLC

Statements of Cash Flows

(Unaudited)



	Nine Months Ended			Nine Months Ended
	September 30, 2017			September 30, 2016

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	17,178,532		$	19,885,970
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	9,131,947			8,407,810
Unrealized (gain) loss on risk management activities	(7,302		)	(188,856		)
Unrealized (gain) on trading securities activities	(628,103		)	(1,078,687		)
Change in working capital components:
Accounts receivable	5,701,125			2,653,973
Inventory	(2,284,175		)	(3,692,056		)
Prepaid and other	226,186			(93,019		)
Accounts payable and other accrued expenses	(3,153,642		)	(1,065,764		)
Net cash provided by operating activities	26,164,568			24,829,371

CASH FLOWS FROM INVESTING ACTIVITIES
Redemptions of trading securities	7,300,000			—
Payments for equipment and construction in progress	(29,392,241		)	(11,878,621		)
(Increase) decrease in other assets	(14,904		)	222,159
Net cash (used in) investing activities	(22,107,145		)	(11,656,462		)

CASH FLOWS FROM FINANCING ACTIVITIES
Distribution to members	(8,977,315		)	(3,875,100		)
Proceeds from long-term borrowings	30,000,000			—
Net cash provided by (used in) financing activities	21,022,685			(3,875,100		)

Net increase in cash and cash equivalents	25,080,108			9,297,809

Cash and Cash Equivalents and Restricted Cash - Beginning	14,168,643			20,256,678
Cash and Cash Equivalents and Restricted Cash - Ending	$	39,248,751		$	29,554,487

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accounts payable related to property and equipment	$	2,495,574		$	300,812
Cash paid for interest, net of capitalized interest of $261,934 and none, respectively	$	—		$	—

See Notes to Unaudited Financial Statements.

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Homeland Energy Solutions, LLC

Notes to Unaudited Financial Statements


1.	Nature of Business and Significant Accounting Policies

The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. These financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in the Company's audited financial statements for the year ended December 31, 2016, contained in the Company's annual report on Form 10-K for 2016.

In the opinion of management, the interim condensed financial statements reflect all adjustments considered necessary for fair presentation. The adjustments made to these statements consist only of normal recurring adjustments.

Nature of Business

Homeland Energy Solutions, LLC (an Iowa Limited Liability Company) is located near Lawler, Iowa and was organized to pool investors for a 100 million gallon ethanol plant with distribution primarily throughout the United States. The Company has capacity to produce in excess of 160 million gallons annually and sells distillers dried grains and corn oil as byproducts of ethanol production.

Organization

Homeland Energy Solutions, LLC is organized as an Iowa limited liability company. The members' liability is limited as specified in Homeland Energy Solutions' operating agreement and pursuant to the Iowa Revised Uniform Limited Liability Company Act.

Significant Accounting Policies:

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with United States Generally Accepted Accounting Principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

Cash & Cash Equivalents & Restricted Cash

The Company maintains its accounts primarily at one financial institution. At various times, the Company's cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced losses in such accounts.

Restricted cash consists of unused proceeds from the term loan. These funds are held in a bank controlled account and are made available as the Company submits to the financial institution invoices and lien waivers related to the plant expansion project. As these funds will be used to acquire long-term assets the related restricted cash has been classified as a long-term asset.

Trading Securities

Investments bought and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are measured at fair value using prices obtained from pricing services. Any interest, dividends, and unrealized or realized gains and losses on the trading securities are recorded as part of other income.

At December 31, 2016, trading securities consisted of corporate bonds and short term bond mutual funds with an approximate cost of $41,863,000 and fair value of $41,551,000. At September 30, 2017, trading securities consisted of corporate bonds, short term bond mutual funds and money market funds with an approximate cost of $35,043,000 and fair value of $34,879,000. For the three and nine months ended September 30, 2017, the Company recorded interest, dividend and net realized and unrealized gains and losses from these investments of approximately $165,000 and $628,000, respectively. During the same time period of 2016, the Company recorded interest, dividends and net unrealized gains and losses from these investments of approximately $159,000 and $1,079,000 respectively.

The Board of Directors voted to set aside up to $30 million in trading securities that will be used by the Company for the repurchase of 25,860 membership units per the terms of an agreement with Mr. Retterath entered into on June 13, 2013 with the Company.

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Homeland Energy Solutions, LLC

Notes to Unaudited Financial Statements

Receivables

Credit sales are made primarily to two customers and no collateral is required. The Company carries these accounts receivable at original invoice amount with no allowance for doubtful accounts due to the historical collection rates on these accounts.

Investments

The Company has a less than 20% investment interest in Renewable Products Marketing Group, LLC (RPMG). This investment is being accounted for under the equity method of accounting, as the company has significant influence, under which the Company's share of net income is recognized as income in the Company's statement of operations and added to the investment account. The investment balance is included in other assets and the income recognized as other income. The investment is evaluated for indications of impairment on a regular basis. A loss would be recognized when the fair value is determined to be less than the carrying value.

Revenue and Cost Recognition

Revenue from the sale of the Company's products is recognized at the time title to the goods and all risks of ownership transfer to the customers. This generally occurs upon shipment, loading of the goods or when the customer picks up the goods. Interest income is recognized as earned. Shipping costs incurred by the Company in the sale of ethanol and distiller grains are not specifically identifiable and as a result, revenue from the sale of ethanol and distiller grains is recorded based on the net selling price reported to the Company from the marketer. Rail car lease costs incurred by the Company in the sale and shipment of distiller grain products are included in the cost of goods sold.

Inventories

Inventories are generally valued at the lower of cost (first-in, first-out) or net realizable value. In the valuation of inventories and purchase commitments, net realizable value is defined as estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation.

Property & Equipment

The Company reviews its property and equipment for impairment whenever events indicate that the carrying amount of the asset group may not be recoverable. If circumstances require an asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by the asset group to the carrying value of the asset group. If the carrying value of the asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Derivative Instruments

The Company evaluates its contracts to determine whether the contracts are derivative instruments. Certain contracts that literally meet the definition of a derivative may be exempted from derivative accounting as normal purchases or normal sales. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. Contracts that meet the requirements of normal purchases or sales are documented as normal and exempted from the accounting and reporting requirements of derivative accounting.

The Company enters into short-term cash, option and futures contracts as a means of securing purchases of corn, natural gas and sales of ethanol for the plant and managing exposure to changes in commodity and energy prices. All of the Company's derivatives are designated as non-hedge derivatives for accounting purposes, with changes in fair value recognized in net income. Although the contracts are economic hedges of specified risks, they are not designated as and accounted for as hedging instruments.

As part of its trading activity, the Company uses futures and option contracts through regulated commodity exchanges to manage its risk related to pricing of inventories. To reduce that risk, the Company generally takes positions using cash and futures contracts and options.

Realized and unrealized gains and losses related to derivative contracts related to corn and natural gas are included as a component of cost of goods sold and derivative contracts related to ethanol are included as a component of revenue in the accompanying financial statements. The fair values of contracts entered through commodity exchanges are presented on the accompanying balance sheet as derivative instruments. All contracts with the same counter party are reported on a net basis.

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Homeland Energy Solutions, LLC

Notes to Unaudited Financial Statements

Committed Shares to be Redeemed

On June 13, 2013, the Company entered into an agreement with Steve Retterath, the Company's largest member, to repurchase and retire all of the membership units owned by Mr. Retterath. The Company agreed to close on this repurchase on or before August 1, 2013. The Company agreed to repurchase and retire 25,860 membership units owned by Mr. Retterath in exchange for $30 million, to be paid in two equal installments payable at closing and on July 1, 2014. The transaction failed to close by the scheduled date due to objections by Mr. Retterath. Due to all conditions of the agreement being met prior to, or on, August 1, 2013, and a court ruling which found the agreement to be binding and enforceable, the Company believes that it has a binding agreement with Mr. Retterath; as such the commitment to repurchase and retire the membership units is reflected in the financial statements as a current liability, due to former member, as if the transaction had closed on August 1, 2013. See Note 9 for additional information.

Net Income per Unit

Basic and diluted net income per unit is computed by dividing net income by the weighted average number of members' units and members' unit equivalents outstanding during the period. There were no member unit equivalents outstanding during the periods presented; accordingly, the Company's basic and diluted net income per unit are the same.

Prior to, or on, August 1, 2013, the Company believes it has a binding agreement with Steve Retterath to repurchase and retire all 25,860 membership units owned by Mr. Retterath. These membership units have thus been excluded in the determination of net income per capital unit as presented in the Statement of Operations. The Company is currently involved in litigation with Mr. Retterath. There is potential that Mr. Retterath will continue as a unit holder upon conclusion of the litigation and said membership units would not be redeemed under the repurchase agreement. If the units are not redeemed, basic and diluted net income per unit, including the 25,860 units, for the three and nine months ended September 30, 2017 would be $72.58 and $187.36, respectively. Net income per unit for the three and nine months ended September 30, 2016 would have been $95.87 and $219.87, respectively.

Risks and Uncertainties

The Company has certain risks and uncertainties that it will experience during volatile market conditions, which can have a severe impact on operations. The Company's revenues are derived from the sale and distribution of ethanol, distiller grains and corn oil to customers primarily located in the United States. Corn for the production process is supplied to the plant primarily from local agricultural producers and from purchases on the open market. For the nine months ended September 30, 2017, ethanol sales averaged approximately 81% of total revenues, while approximately 14% of revenues were generated from the sale of distiller grains. Corn oil sales attributed approximately 5% of revenues during this time period. For the nine months ended September 30, 2017, corn costs averaged approximately 77% of cost of goods sold.

The Company's operating and financial performance is largely driven by the prices at which ethanol is sold and the net expense of corn. The price of ethanol is influenced by factors such as supply and demand, weather, government policies and programs, and unleaded gasoline and the petroleum markets. Excess ethanol supply in the market, in particular, puts downward pressure on the price of ethanol. The Company's largest cost of production is corn. The cost of corn is generally impacted by factors such as supply and demand, weather, and government policies and programs. The Company's risk management program is used to protect against the price volatility of these commodities.

Recent & Pending Accounting Pronouncements

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), which provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. For public companies, these amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. ASU 2016-18 must be applied using a retrospective transition method with early adoption permitted. The Company adopted this guidance in its financial statements as of January 1, 2017.

In May 2014, the FASB issued ASU No. 2014-09,"Revenue from Contracts with Customers". The ASU supersedes the revenue recognition requirements in "Accounting Standard Codification 605 - Revenue Recognition" and most industry-specific guidance. The standard requires that entities recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within that fiscal year. Although early application as of the original date is permitted, we expect to adopt ASU No. 2014-09 and the related ASUs on January 1, 2018.

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Homeland Energy Solutions, LLC

Notes to Unaudited Financial Statements

We have evaluated the effect of this standard as well as our existing contracts with customers and we plan to use the modified retrospective method. Under the modified retrospective method, the Company will present revenue under the new method required by ASU No. 2014-09 beginning with first quarter 2018. The impact of this standard, other than disclosures, is expected to be minimal.

2. INVENTORY

Inventory consisted of the following as of September 30, 2017 and December 31, 2016:



	September 30, 2017		December 31, 2016
Raw Materials	$	9,421,128	$	8,489,218
Work in Process	2,329,829		1,900,387
Finished Goods	2,152,782		1,229,959
Totals	$	13,903,739	$	11,619,564

3. DEBT

Master Loan Agreement with Home Federal Savings Bank

On June 29, 2017, the Company amended and restated the Master Loan Agreement with Home Federal Savings Bank ("Home Federal"), amending the term revolving loan to provide funding to operate the plant and establishing a term loan to help fund the Company's $42 million expansion project. In return, the Company entered into agreements providing Home Federal a security interest in substantially all personal property located on Company property, including the current expansion project. The Company currently has two loans with Home Federal, a term revolving loan and a term loan.

Term Revolving Loan

Under the terms of the Second Supplement to the Master Loan Agreement, dated June 29, 2017, the Company has a $30 million term revolving loan which has a maturity date of December 31, 2022. Interest on the term revolving loan is due monthly and accrues at a rate equal to the one month LIBOR plus 310 basis points, 4.33% on September 30, 2017. There was no balance outstanding on the term revolving loan and $30 million and $20 million available to be drawn as of September 30, 2017 and December 31, 2016, respectively.

Term Debt

Under the terms of the Fourth Supplement to the Master Loan Agreement, dated June 29, 2017, the Company has a $30 million term loan which has a maturity date of December 31, 2022. Interest on the term loan is at a fixed rate of 4.79%. The Company is required to make monthly interest payments beginning July 1, 2017 and bi-annual principal payments of $3 million beginning on June 30, 2018.

At September 30, 2017, the Company had the following debt maturities on the term loan for the twelve month periods ended September 30:



2018	$	3,000,000
2019	6,000,000
2020	6,000,000
2021	6,000,000
2022	6,000,000
Thereafter	3,000,000
Total principal payments	$	30,000,000

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Homeland Energy Solutions, LLC

Notes to Unaudited Financial Statements

Covenants

During the term of the loans, the Company is subject to certain financial covenants at various times calculated monthly, quarterly or annually, including restriction of the payment of dividends and capital expenditures and maintenance of certain financial ratios including the minimum working capital and a fixed charge ratio as defined by the Master Loan Agreement. Failure to comply with the protective loan covenants or maintain the required financial ratios may cause acceleration of the outstanding principal balances on the loans and/or the imposition of fees, charges or penalties. The Company is in compliance with all debt covenants as of September 30, 2017.

4. RELATED PARTY TRANSACTIONS

Due to former member

On June 13, 2013, we entered into an agreement with Steve Retterath, the Company's largest member, to repurchase and retire all of the units owned by Mr. Retterath. The Company agreed to close on this repurchase on or before August 1, 2013. The Company agreed to repurchase and retire 25,860 membership units owned by Mr. Retterath in exchange for $30 million, to be paid in two equal installments payable at closing and on July 1, 2014. The transaction failed to close by the scheduled date due to objections by Mr. Retterath. The Company believes that it has a binding agreement with Mr. Retterath. On August 14, 2013, the Company filed a lawsuit against Mr. Retterath in Iowa state court to enforce the terms of the repurchase agreement. The Company is asking the Iowa state court to require Mr. Retterath to complete the repurchase agreement pursuant to its terms.

Mr. Retterath contends he is not bound by the agreement. The Company's position is as of the closing date, Mr. Retterath is no longer the equitable owner of any membership units in the Company. As a result, in 2013 the Company recorded a $30 million short-term liability related to the amount the Company agreed to pay Mr. Retterath to repurchase his membership units and correspondingly reduced members' equity on the balance sheet. If the Company is ultimately unsuccessful in its lawsuit against Mr. Retterath, the Company will reevaluate the accounting considerations made during the period of time that the lawsuit is pending.

Other matters

The Company has purchased corn and materials from members of its Board of Directors who own or manage elevators or are local producers of corn. Purchases during the three and nine months ended September 30, 2017 totaled approximately $1,019,000 and $10,178,000, respectively, and during the three and nine months ended September 30, 2016 totaled approximately $3,480,000 and $7,861,000, respectively. There were no amounts due to these members at September 30, 2017 and December 31, 2016.

5. COMMITMENTS, CONTINGENCIES AND AGREEMENTS

Ethanol, corn oil, and distiller grains marketing agreements and major customers

The Company has entered into a marketing agreement with RPMG to sell all ethanol produced at the plant at a mutually agreed on price, less commission and transportation charges. As of September 30, 2017, the Company had no commitments to sell any of its produced gallons of ethanol at fixed prices and 35 million of its produced gallons of ethanol at basis price levels indexed against exchanges for delivery through December 31, 2017.

The Company has entered into a marketing agreement with RPMG to sell all corn oil produced at the plant at a mutually agreed on price, less marketing fees and transportation charges. As of September 30, 2017, the Company had commitments to sell approximately 7.2 million pounds of corn oil at various fixed and basis price levels indexed against exchanges for delivery through December 31, 2017.

The Company also has an investment in RPMG, included in other assets, totaling approximately $2,345,000 as of September 30, 2017.

The Company has entered into a marketing agreement to sell all distiller grains produced at the plant to CHS, an unrelated party, at a mutually agreed on price, less commission and transportation charges. The agreement was renewed for another one year term on April 1, 2017. The agreement calls for automatic renewal for successive one-year terms unless 90-day prior written notice is given before the current term expires. As of September 30, 2017, the Company had approximately 54,000 tons of distiller grains sales commitments for delivery through December 2017 at various fixed prices.

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Homeland Energy Solutions, LLC

Notes to Unaudited Financial Statements

Sales and marketing fees related to the agreements in place for the three and nine months ended September 30, 2017 and 2016 were approximately as follows:



	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
	September 30, 2017		September 30, 2017		September 30, 2016		September 30, 2016
Sales ethanol	$	48,783,000	$	158,311,000	$	49,454,000	$	151,689,000
Sales distiller grains	7,869,000		26,253,000		12,229,000		36,262,000
Sales corn oil	3,028,000		9,779,000		2,994,000		8,182,000

Marketing fees ethanol	$	61,000	$	184,000	$	42,000	$	126,000
Marketing fees distiller grains	124,000		490,000		200,000		595,000
Marketing fees corn oil	22,000		74,000		28,000		78,000

	As of September 30, 2017		As of December 31, 2016
Amount due from RPMG	$	267,000	$	4,717,000
Amount due from CHS	255,000		1,329,000

At September 30, 2017, the Company had approximately $9 million in outstanding priced corn purchase commitments for bushels at various prices and approximately 5,188,000 bushels of basis contracts through December 2018 accounted for under the normal purchase exclusion.

The Company has commitments for minimum purchases of various utilities such as electricity over the next 2 years, accounted for under the normal purchase exclusion, which are anticipated to approximate the following for the twelve month periods ending September 30:



2018	$	3,787,000
2019	1,894,000
Total anticipated commitments	$	5,681,000

During 2016 and 2017, the Company entered into multiple construction agreements as part of an expansion project. The total commitment under these agreements is $35 million. The Company has incurred costs related to the expansion project totaling approximately $30.4 million and expects the total expansion project to cost approximately $42 million, however no other commitments have been executed.

6. LEASE OBLIGATIONS

The Company leases rail cars and rail moving equipment with original terms up to 5 years. The Company is obligated to pay costs of insurance, taxes, repairs and maintenance pursuant to the terms of the leases. Rent expense incurred for the operating leases during the three and nine months ended September 30, 2017 was approximately $369,000 and $1,150,000, respectively, and for the same period in 2016 was approximately $418,000 and $1,249,000, respectively.

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Homeland Energy Solutions, LLC

Notes to Unaudited Financial Statements

At September 30, 2017, the Company had the following approximate minimum rental commitments under non-cancelable operating leases for the twelve month periods ended September 30:



2018	$	1,250,000
2019	966,000
2020	966,000
2021	966,000
2022	533,000
Total lease commitments	$	4,681,000

7. DERIVATIVE INSTRUMENTS

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 financial and commodities markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results.

To reduce price risk caused by market fluctuations, the Company generally follows a policy of using exchange traded futures and options contracts to reduce its net position of merchandisable agricultural commodity inventories and forward cash purchase and sales contracts and uses exchange traded futures and options contracts to reduce price risk. Exchange-traded futures contracts are valued at market price. Changes in market price of exchange traded futures and options contracts related to corn and natural gas are recorded in costs of goods sold and changes in market prices of contracts related to the sale of ethanol, if applicable, are recorded in revenues.

The Company uses futures or options contracts to fix the purchase price of anticipated volumes of corn to be purchased and processed in a future month. The Company's plant will grind approximately 63 million bushels of corn per year. Over the next 12 months, the Company has hedged and anticipates hedging between 6% and 30% of its anticipated annual grind. At September 30, 2017, the Company has hedged portions of its anticipated monthly purchases for corn averaging approximately 8% of its anticipated monthly grind over the next twelve months.

The following table represents the approximate amount of realized/unrealized gains (losses) and changes in fair value recognized in earnings on commodity contracts for the three and nine months ending September 30, 2017 and 2016 and the fair value of derivatives as of September 30, 2017 and December 31, 2016:



	Income Statement Classification	Realized Gain		Change In Unrealized Gain (Loss)			Total Gain
Derivatives not designated as hedging instruments:
Commodity contracts for the
three months ended September 30, 2017	Cost of Goods Sold	$	2,278,000	$	318,000		$	2,596,000

Commodity contracts for the
three months ended September 30, 2016	Cost of Goods Sold	$	4,712,000	$	(2,626,000	)	$	2,086,000

Commodity contracts for the
nine months ended September 30, 2017	Cost of Goods Sold	$	2,534,000	$	236,000		$	2,770,000

Commodity contracts for the
nine months ended September 30, 2016	Cost of Goods Sold	$	4,682,000	$	(269,000	)	$	4,413,000

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Homeland Energy Solutions, LLC

Notes to Unaudited Financial Statements



	Balance Sheet Classification	September 30, 2017			December 31, 2016
Futures contracts through March 2018
In gain position		$	280,000		$	78,000
In loss position		(26,000		)	(59,000		)
Cash held by broker		282,000			510,000
	Current Asset	$	536,000		$	529,000

8. 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 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

Level 3: Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

A description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth below:

Trading securities: Trading securities consisting of corporate bonds and short term bond mutual funds are reported at fair value utilizing Level 1 inputs. Trading securities are measured at fair value using prices obtained from pricing services.

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 CBOT and NYMEX markets.

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Homeland Energy Solutions, LLC

Notes to Unaudited Financial Statements

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:



	Total			Level 1			Level 2		Level 3
As of September 30, 2017
Trading securities, assets	$	34,879,000		$	34,879,000		$	—	$	—
Derivative financial instruments
Assets	$	280,000		$	280,000		$	—	$	—
Liabilities	(26,000		)	(26,000		)	—		—

As of December 31, 2016
Trading securities, assets	$	41,551,000		$	41,551,000		$	—	$	—
Derivative financial instruments
Assets	$	78,000		$	78,000		—		—
Liabilities	(59,000		)	(59,000		)	—		—

9. LITIGATION MATTERS

Retterath

In relation to the repurchase agreement discussed in Note 4, on August 1, 2013 Mr. Retterath filed a lawsuit against the Company along with several directors, the Company's former CEO, CFO, COO, a former director and the Company's outside legal counsel in Florida state court. In August 2016, this lawsuit was voluntarily dismissed without prejudice by the Retteraths. On August 14, 2013, the Company filed a lawsuit in Iowa state court to enforce the repurchase agreement the Company entered into with Mr. Retterath. No distributions have been paid to Mr. Retterath since the time of the original expected closing date of August 1, 2013. On June 15, 2017, the Iowa Court ruled in favor of Homeland that the repurchase agreement was valid and directed Mr. Retterath to perform his obligations under the repurchase agreement by August 1, 2017. Mr. Retterath subsequently filed various motions with the Iowa Court and was granted a stay regarding his obligation to perform the repurchase agreement while the court considered his post trial motions.

GS Cleantech Corporation

On August 9, 2013, GS Cleantech Corporation (GS Cleantech), a subsidiary of Greenshift Corporation, filed a complaint against the Company alleging that the Company's operation of a corn oil extraction process licensed by the Company infringes patent rights claimed by GS Cleantech. GS Cleantech seeks royalties, damages and potentially triple damages associated with the alleged infringement, as well as attorney's fees from the Company. The Company filed a motion for summary judgment which was granted by the Court. The Company expects GS Cleantech will appeal this decision.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases you can identify forward-looking statements by the use of words such as "may," "will," "should," "anticipate," "believe," "expect," "plan," "future," "intend," "could," "estimate," "predict," "hope," "potential," "continue," or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the reasons described in this report or in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. We are not under any duty to update the forward-looking statements contained in this report. We cannot guarantee future results, levels of activity, performance or achievements. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits, completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.

Overview

Homeland Energy Solutions, LLC (referred to herein as "we," "us," the "Company," or "Homeland") is an Iowa limited liability company. Homeland was formed on December 7, 2005 for the purpose of pooling investors for the development, construction and operation of a 100 million gallon per year ethanol plant located near Lawler, Iowa. We began producing ethanol and distiller grains at the plant in April 2009. We completed installation of corn oil extraction equipment and commenced selling corn oil during our fourth quarter of 2011. The ethanol plant is capable of operating at a rate in excess of 160 million gallons of ethanol per year.

On June 13, 2013, we entered into an agreement with Steve Retterath, our largest member, to repurchase and retire all of the units owned by Mr. Retterath. We agreed to repurchase and retire 25,860 membership units owned by Mr. Retterath in exchange for $30 million, to be paid in two equal installments, payable at closing and on July 1, 2014. The transaction failed to close by August 1, 2013 due to objections by Mr. Retterath. The Company believes that it has a binding agreement with Mr. Retterath. On August 14, 2013, the Company filed a lawsuit against Mr. Retterath in Iowa state court to enforce the terms of the repurchase agreement. The Company asked the Iowa state court to require Mr. Retterath to complete the repurchase agreement pursuant to its terms.

In January 2017, we went to trial with Mr. Retterath on the first part of the Iowa state court case regarding whether the repurchase agreement is valid and enforceable. On June 15, 2017, the Iowa state court issued its ruling finding the repurchase agreement valid and enforceable and ordering Mr. Retterath to perform his obligations under the repurchase agreement. Following the Iowa state court's decision, Mr. Retterath filed post-trial motions that he was asking the court to reconsider its decision and grant a new trial and requested the court stay its order until these motions are considered. The Iowa state court granted the stay pending resolution of the post-trial motions.

Details of the Company's lawsuit against Mr. Retterath are provided below in the section entitled "PART II - Item 1. Legal Proceedings."

On December 21, 2016, our board of directors approved a plan to expand our ethanol production facility. We plan to increase our capacity by approximately 35 million gallons of ethanol per year and add additional grain storage capacity. The total capital cost of this project is expected to be approximately $42 million. We plan to finance the expansion using a combination of additional debt financing and cash from operations. We expect that the expansion will be fully operational during the fourth quarter of our 2017 fiscal year. All expectations for the next twelve months include the expected increased annual capacity of 35 million gallons for the nine months January 2018 through September 2018, as the projected completion of the plant expansion is late fourth quarter 2017.

On June 29, 2017, we entered into a new $30 million term loan (the "Term Loan") and increased and extended our existing revolving loan (the "Revolving Loan") with Home Federal Savings Bank ("Home Federal").

In recent years, the ethanol industry in the United States has increased exports of ethanol and distiller grains. In January 2017, the Chinese issued final tariffs on U.S. distiller grains. The Chinese distiller grains anti-dumping tariffs range from 42.2% to 53.7% and the anti-subsidy tariffs range from 11.2% to 12%. In addition, the Chinese government increased its ethanol import tariff from 5% to 30% as of January 1, 2017. These tariffs have had a negative impact on market ethanol and distiller grains prices in the United States.

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In addition, on August 23, 2017, Brazil imposed a twenty percent import tariff on ethanol imported from the United States. Since, Brazil is a major source of ethanol demand, this tariff could negatively impact market ethanol prices in the United States.

On June 16, 2017, we declared a distribution of $8,977,315 to be paid to 64,585 membership units which equals $139.00 per membership unit. Payment of the distribution was contingent on the Home Federal loan closing. The distribution was paid on July 3, 2017.

Results of Operations

Comparison of Fiscal Quarters Ended September 30, 2017 and 2016

The following table shows the results of our operations and the percentage of revenues, cost of goods sold, operating expenses and other items to total revenues in our statement of operations for the three months ended September 30, 2017 and 2016:



	2017			2016
Income Statement Data	Amount		%	Amount		%
Revenue	$	59,680,650	100.0	$	64,675,851	100.0

Costs of goods sold	52,152,539		87.4	55,045,329		85.1

Gross profit	7,528,111		12.6	9,630,522		14.9

Selling, general and administrative expenses	806,772		1.4	1,126,987		1.7

Operating income	6,721,339		11.3	8,503,535		13.1

Other income (expense)	76,001		0.1	167,829		0.3

Net income	$	6,797,340	11.4	$	8,671,364	13.4

Revenue

Our total revenue for our third quarter of 2017 was approximately 8% less than our total revenue for our third quarter of 2016. Management attributes this decrease in revenue with decreased ethanol and decreased distiller grains revenue during the 2017 period.

For our third quarter of 2017, our total ethanol revenue was approximately 1% less than our third quarter of 2016 due to decreased ethanol production partially offset by an increase in the average price we received per gallon of ethanol sold during the 2017 period. The average price we received for our ethanol during our third quarter of 2017 was approximately 3% greater than during our third quarter of 2016. Management attributes this increase in ethanol prices with higher corn prices and increased ethanol demand. Management anticipates ethanol prices will be lower during our fourth quarter of 2017 due to lower corn prices and increased ethanol supply.

We sold approximately 4% fewer gallons of ethanol during our third quarter of 2017 compared to the same period of 2016. Management attributes this decrease in ethanol sales during our third quarter of 2017 with increased plant downtime related to our fall shutdown and work we performed to tie in parts of our expansion project. Management anticipates future ethanol production to be higher compared to prior years due to plant expansion project.

Our total distiller grains revenue was approximately 36% less during our third quarter of 2017 compared to the same period of 2016, due primarily to decreased market distiller grains prices. The average price we received for our dried distiller grains was approximately 22% less during our third quarter of 2017 compared to the same period of 2016. We sell nearly all of our distiller grains in the dried form. Management attributes these lower distiller grains prices to decreased export demand from China due to the anti-dumping and countervailing duty tariffs imposed by the Chinese. Historically, China was the largest export market for distillers grains which has had a significant impact on distiller grains demand and prices. Distiller grains are typically used as a feed substitute for corn. Recently, distiller grains have been trading at a greater discount compared to a comparable

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amount of corn which management believes is indicative of decreased distiller grains demand. Management anticipates distiller grains will continue to trade at a discount to corn due to anticipated strong corn supplies and lower demand due to the loss of the Chinese market. We sold approximately 18% fewer total tons of distiller grains during our third quarter of 2017 compared to the same period of 2016 due to improved corn to ethanol conversion efficiency along with increased plant downtime. As we extract more corn oil from our distiller grains, it reduces the volume of distiller grains we sell. In addition, as our production process becomes more efficient, we use less corn to produce our ethanol which correspondingly decreases our distiller grains production. Management anticipates distiller grains production will increase once our plant expansion project becomes fully operational.

Our total corn oil revenue was approximately 1% greater for our third quarter of 2017 compared to the same period of 2016 due to higher average corn oil prices. We sold approximately 1% fewer pounds of corn oil during our third quarter of 2017 compared to the same period of 2016 primarily because of less ethanol production offset in part by increased efficiency extracting corn oil at the plant. We added additional corn oil extraction equipment which allows us to increase the amount of corn oil we can produce per bushel of corn. The average price we received for our corn oil was approximately 2% greater during our third quarter of 2017 compared to the same period of 2016. This increase in corn oil prices occurred, in part, due to increased corn oil demand. Management anticipates lower demand for corn oil from the biodiesel industry since certain proposed volume obligations in the 2018 RFS, which benefit biodiesel, are at lower levels which management believes will negatively impact biodiesel production.

Cost of Goods Sold

Our two primary costs of production are corn costs and natural gas costs. Our total cost of goods sold was approximately 5% less for our third quarter of 2017 compared to the same period of 2016. Our cost of goods sold related to corn, without taking into account derivative instruments, was approximately 8% less during our third quarter of 2017 compared to our third quarter of 2016 due to decreased corn consumption. Our average cost per bushel of corn was approximately 2% greater during our third quarter of 2017 compared to our third quarter of 2016 due to anticipated lower corn production. We processed approximately 10% fewer bushels of corn during our third quarter of 2017 compared to our third quarter of 2016 due to our decreased total production at the ethanol plant and improved corn to ethanol conversion efficiency. Management anticipates lower corn prices due to the balance between corn supply and demand. However, we may experience higher corn prices once the expansion is fully operational due to increased corn consumption which may impact prices in our local market.

We experienced increased natural gas prices during our third quarter of 2017 compared to the same period of 2016 primarily due to higher energy prices during the 2017 period. During our third quarter of 2017, the average delivered price we paid per MMBtu of natural gas was approximately 9% greater compared to the same period of 2016. We used approximately 4% fewer MMBtu of natural gas during our third quarter of 2017 compared to our third quarter of 2016 due to decreased production. Management anticipates continued higher natural gas prices during the rest of our 2017 fiscal year with typical natural gas cost increases during the winter months. If a shortage of natural gas were to occur, it could result in significantly higher natural gas prices which could negatively impact our profitability.

We engage in risk management activities that are intended to fix the purchase price of the corn and natural gas we require to produce ethanol, distiller grains and corn oil. During our third quarter of 2017, we had a realized gain of approximately $2,278,000 and an unrealized gain of approximately $318,000 related to our corn derivative instruments. During our third quarter of 2016, we had a realized gain of approximately $4,712,000 and an unrealized loss of approximately $2,626,000 related to our corn derivative instruments. We recognize the gains or losses that result from changes in the value of our corn and natural gas derivative instruments in cost of goods sold as the changes occur. Until the expansion is fully implemented, our plant is expected to use approximately 63 million bushels of corn per year. As of September 30, 2017, the Company has hedged portions of its anticipated monthly purchases for corn averaging approximately 8% of its anticipated monthly grind for the next twelve months, not including our anticipated increased consumption following completion of the expansion project.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses were less during our third quarter of 2017 than our third quarter of 2016, due to decreased legal expenses from the Retterath trial during third quarter 2017 and non recurring ethanol promotion expenditures that were incurred during our third quarter of 2016.

Other Income (Expense)

We had more interest income during our third quarter of 2017 compared to the same period of 2016 due to having more cash on hand during the 2017 period. We also had more interest expense during our third quarter of 2017 compared to the same period of 2016 due to increased borrowing on our new term debt.

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Comparison of Nine Months Ended September 30, 2017 and 2016



	2017			2016
Income Statement Data	Amount		%	Amount		%
Revenue	$	194,342,760	100.0	$	196,132,720	100.0

Costs of goods sold	174,938,128		90.0	174,855,824		89.2

Gross profit	19,404,632		10.0	21,276,896		10.8

Selling, general and administrative expenses	2,833,927		1.5	2,697,754		1.4

Operating income	16,570,705		8.5	18,579,142		9.5

Other income (expense)	607,827		0.3	1,306,828		0.7

Net income	$	17,178,532	8.8	$	19,885,970	10.1

Revenue

Our total revenue for the nine months ended September 30, 2017 was approximately 1% less than our total revenue for the nine months ended September 30, 2016. Management attributes this decrease in revenue with lower distiller grains revenue during the 2017 period, partially offset by increased ethanol and corn oil revenue.

For the nine months ended September 30, 2017, our total ethanol revenue was approximately 4% greater than the nine months ended September 30, 2016 due to increased gallons of ethanol we sold along with an increase in the average price we received per gallon of ethanol sold during the 2017 period. The average price we received for our ethanol during the nine months ended September 30, 2017 was approximately 2% greater than during the nine months ended September 30, 2016. Management attributes this increase in ethanol prices with increased gasoline prices which have impacted ethanol prices along with increased export demand. Management anticipates lower ethanol prices for the remaining quarter of our 2017 fiscal year.

We sold approximately 2% more gallons of ethanol during the nine months ended September 30, 2017 compared to the same period of 2016, due to increased production during the 2017 period. Management anticipates ethanol production to be higher compared to prior years due to our plant expansion project.

Our total distiller grains revenue was approximately 28% less during the nine months ended September 30, 2017 compared to the same period of 2016, due primarily to decreased distiller grains sales and prices. The average price we received for our dried distiller grains was approximately 21% less during the nine months ended September 30, 2017 compared to the same period of 2016. We sold approximately 8% fewer total tons of distiller grains during the nine months ended September 30, 2017 compared to the same period of 2016 due to improved corn to ethanol conversion efficiency along with increased corn oil production. As we extract more corn oil from our corn, it reduces the volume of distiller grains we sell. In addition, as our production process becomes more efficient, we use less corn to produce our ethanol which correspondingly decreases our distiller grains production.

Our total corn oil revenue was approximately 20% greater for the nine months ended September 30, 2017 compared to the same period of 2016 due to increased corn oil production and higher market corn oil prices during the 2017 period. We sold approximately 17% more pounds of corn oil during the nine months ended September 30, 2017 compared to the same period of 2016 primarily because of increased efficiencies in the extraction process along with increased ethanol production. We added additional corn oil extraction equipment which allows us to increase the amount of corn oil we can produce per bushel of corn. The average price we received for our corn oil was approximately 2% greater during the nine months ended September 30, 2017 compared to the same period of 2016.

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Cost of Goods Sold

Our total cost of goods sold was comparable for the nine months ended September 30, 2017 and the same period of 2016. Our cost of goods sold related to corn, without taking into account derivative instruments, was 4% less for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 due to a favorable supply and demand balance during our 2017 fiscal year. Our average cost per bushel of corn was approximately 3% less during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 due to ample corn supplies and relatively stable corn demand. We processed approximately 1% fewer bushels of corn during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 due to improved corn to ethanol conversion efficiency.

We experienced increased natural gas prices during the nine months ended September 30, 2017 compared to the same period of 2016 primarily due to higher energy prices during the 2017 period. During the nine months ended September 30, 2017, the average delivered price we paid per MMBtu of natural gas was approximately 6% greater compared to the same period of 2016. We used 5% more natural gas during the nine months ended September 30, 2017 than the nine months ended September 30, 2016 due to increased production and our electrical energy turbine which runs on steam. The steam turbine has significantly reduced electrical usage, with a year to date savings of $1.3 million compared to what our electrical costs would have been without the steam turbine.

During the nine months ended September 30, 2017, we had a realized gain of approximately $2,534,000 and an unrealized gain of $236,000 related to our corn derivative instruments. During the nine months ended September 30, 2016, we had a realized gain of approximately $4,682,000 and an unrealized loss of approximately $269,000 related to our corn derivative instruments.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses were greater during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 primarily due to increased legal expenses related to the Retterath lawsuit.

Other Income

Our other income was less during the nine months ended September 30, 2017 compared to the same period of 2016 due to less income from our investments during the 2017 period and increased interest expense in 2017 related to the term debt.

Changes in Financial Condition for the Nine Months Ended September 30, 2017.



Balance Sheet Data	September 30, 2017		December 31, 2016
Total current assets	$	89,142,411	$	76,835,075
Total property and equipment	131,870,267		117,806,502
Total other assets	6,520,977		4,143,322
Total Assets	$	227,533,655	$	198,784,899

Total current liabilities	$	41,095,066	$	47,424,337
Total long-term liabilities	27,000,000		123,190
Total members' equity	159,438,589		151,237,372
Total Liabilities and Members' Equity	$	227,533,655	$	198,784,899

We had more cash and cash equivalents and restricted cash as of September 30, 2017 compared to December 31, 2016 due to cash generated from our operations along with $30 million in loan proceeds we received during the 2017 period. We had approximately $2.5 million in restricted cash related to payments we will make in the future for our plant expansion project. As of September 30, 2017, the value of our trading securities was lower compared to the trading securities we had at December 31, 2016 due to bonds which matured and other investments we liquidated during the 2017 period. In order to fund our purchase obligation related to the Retterath repurchase agreement, we have allocated $30 million of our trading securities to the Retterath repurchase. Our accounts receivable was lower at September 30, 2017 compared to December 31, 2016 due to the timing of our quarter end with respect to shipments of our ethanol and payments from our marketer. We had more inventory on hand at September 30, 2017 compared to December 31, 2016 due primarily to having more finished goods inventory on hand at

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September 30, 2017 as a result of the timing of our quarter end. We had less prepaid expenses at September 30, 2017 compared to December 31, 2016 due to a decrease in prepaid natural gas transportation fees and other prepaid items.

Our net property and equipment was greater at September 30, 2017 compared to December 31, 2016 due to the net effect of capital expenditures we have been making at the ethanol plant partially offset by depreciation. Our other assets were greater at September 30, 2017 than at December 31, 2016 as a result of restricted cash from the loan proceeds for the expansion project.

Our current liabilities were less at September 30, 2017 compared to December 31, 2016, primarily due to the decreased accounts payable as of September 30, 2017 partially offset by the $3 million increase in the current portion of our term loan related to the expansion. Our accounts payable were less at September 30, 2017 compared to December 31, 2016 due primarily to a large outstanding invoice at December 31, 2016 related to the plant expansion project and having less deferred corn payments as of September 30, 2017 compared to December 31, 2016. Our accrued expenses were lower at September 30, 2017 compared to December 31, 2016 due to payment of wages and performance bonuses accrued at December 31, 2016.

Our long-term liabilities were greater at September 30, 2017 compared to December 31, 2016 primarily due to our new $30 million term loan less the principal payments due within one year which are included in current liabilities.

Liquidity and Capital Resources

Our primary sources of liquidity as of September 30, 2017 were cash from our operations and our $30 million long-term revolving loan. Our credit facilities are described in greater detail below under "Short-Term and Long-Term Debt Sources." As of September 30, 2017, we had $30.0 million available pursuant to our revolving loan and approximately $36.8 million in cash and cash equivalents, as well as approximately $2.5 million of restricted cash that is restricted for future expansion costs. We also had $30 million at September 30, 2017 of trading securities for the Retterath repurchase agreement along with an additional approximately $4.9 million in trading securities which are not set aside for the Retterath repurchase. Based on financial forecasts performed by our management, we anticipate that we will have sufficient cash from our revolving loan and cash from our operations to continue to operate the ethanol plant at capacity for the next 12 months and beyond. However, should we experience unfavorable operating conditions in the future, we may have to secure additional debt or equity financing for working capital or other purposes.

The following table shows cash flows for the nine months months ended September 30, 2017 and 2016:



	2017			2016
Net cash provided by operating activities	$	26,164,568		$	24,829,371
Net cash (used in) investing activities	(22,107,145		)	(11,656,462		)
Net cash provided by (used in) financing activities	21,022,685			(3,875,100		)
Cash at beginning of period	14,168,643			20,256,678
Cash and restricted cash at end of period	$	39,248,751		$	29,554,487

Cash Flow From Operations

Our operations provided more cash during our first nine months of 2017 compared to the same period of 2016 primarily due to changes in working capital components, including accounts receivable, accounts payable and accrued expenses which increased our cash during the 2017 period, offset by a lower net income in 2017.

Cash Flow From Investing Activities

We used more cash for investing activities during our first nine months of 2017 compared to the first nine months of 2016 due to capital expenditures related to our plant expansion during the 2017 period partially offset by cash we realized on the redemption of trading securities.

Cash Flow From Financing Activities

Our financing activities provided cash during our 2017 fiscal year due to the proceeds we received on our term loan. We did not use or receive any cash from financing activities during our first nine months of 2016.

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Short-Term and Long-Term Debt Sources

Master Loan Agreement with Home Federal Savings Bank

Term Loan

We have a $30 million term loan with a fixed interest rate of 4.79%. We will pay interest on the Term Loan monthly with semi-annual principal payments of $3 million commencing on June 30, 2018. The maturity date of the Term Loan is December 31, 2022. We have the ability to prepay principal on the Term Loan without penalty or premium by giving Home Federal thirty days advance notice. If we choose to refinance the Term Loan within the first thirty-six months following the closing, we will be required to pay Home Federal a prepayment fee. In the event we default on the Term Loan, Home Federal can charge a default interest rate 2% in excess of the current interest rate. As of September 30, 2017, we had $30 million outstanding on the Term Loan.

Revolving Loan

We have a $30 million term revolving loan which has a maturity date of December 31, 2022. Interest on the Revolving Loan accrues at 310 basis points in excess of the 30-day London Interbank Offered Rate (LIBOR). We are required to make monthly payments of interest until the maturity date on December 31, 2022, on which date the unpaid principal balance of the Revolving Loan becomes due. We agreed to pay a fee of 30 basis points on a per annum basis on the unused portion of the Revolving Loan payable on a quarterly basis. As of September 30, 2017, we had $0 outstanding on the Revolving Loan and $30 million available to be drawn. Interest accrued on the Revolving Loan as of September 30, 2017 at a rate of 4.33% per year.

Covenants

In connection with the Master Loan Agreement, we are required to comply with certain debt covenants and financial ratios. We agreed to a debt service coverage ratio of 1:15 to 1:00 and agreed to increase our minimum working capital covenant from $27.5 million to $30 million once our expansion is complete. We are permitted to pay distributions to our members up to 100% of our net income for the year in which the distributions are paid provided that immediately prior to the distribution and after giving effect to the distribution, no default exists and we are in compliance with all of our loan covenants including compliance with the financial covenants. Further, our maximum capital expenditure covenant was increased from $5 million to $10 million per year.

As of September 30, 2017, we were in compliance with all of our debt covenants and financial ratios. Management anticipates that we will be in compliance with all of our debt covenants and financial ratios for at least the next 12 months.

Failure to comply with the loan covenants or to maintain the required financial ratios may cause acceleration of any future outstanding principal balances on the loans and/or the imposition of fees, charges or penalties. Any acceleration of the debt financing or imposition of the fees, charges or penalties may restrict or limit our access to the capital resources necessary to continue plant operations.

Should we default on any of our obligations pursuant to the Home Federal loans, Home Federal may terminate its commitment to provide us funds and declare any future unpaid principal balance of the loans, plus accrued interest, immediately due and payable. Events of default include the failure to make payments when due, our insolvency, any material adverse change in our financial condition or the breach of any of the covenants, representations or warranties we have made in the loan agreements.

Application of Critical Accounting Estimates

Management uses estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Of the significant accounting policies described in the notes to our financial statements, we believe that the following are the most critical:

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Derivative Instruments

The Company evaluates its contracts to determine whether the contracts are derivative instruments. Certain contracts that literally meet the definition of a derivative my be exempted from derivative accounting as normal purchases or normal sales. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. Contracts that meet the requirements of normal purchases or sales are documented as normal and exempted from the accounting and reporting requirements of derivative accounting.

Realized and unrealized gains and losses related to derivative contracts related to corn and natural gas are included as a component of cost of goods sold and derivative contracts related to ethanol are included as a component of revenues in the accompanying financial statements. The fair values of all contracts with the same counter party are presented net on the accompanying balance sheet as derivative instruments net of cash due from/to broker.

Revenue recognition

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of market fluctuations associated with commodity prices as discussed below. We have no exposure to foreign currency risk as all of our business is conducted in U.S. Dollars and we have no amounts outstanding on variable interest rate debt. We use derivative financial instruments as part of an overall strategy to manage market risk. We use cash, futures and option contracts to hedge changes to the commodity prices of corn, natural gas and ethanol. We do not enter into these derivative financial instruments for trading or speculative purposes, nor do we designate these contracts as hedges for accounting purposes.

Commodity Price Risk

We seek to minimize the risks from fluctuations in the prices of raw material inputs, such as corn and natural gas, and finished products, such as ethanol and distiller grains, through the use of hedging instruments. In practice, as markets move, we actively manage our risk and adjust hedging strategies as appropriate. Although we believe our hedge positions accomplish an economic hedge against our future purchases and sales, management has chosen not to use hedge accounting, which would match the gain or loss on our hedge positions to the specific commodity purchase being hedged. We are using fair value accounting for our hedge positions, which means as the current market price of our hedge positions changes, the realized or unrealized gains and losses are immediately recognized in our cost of goods sold or as an offset to revenues. The immediate recognition of hedging gains and losses under fair value accounting can cause net income to be volatile from quarter to quarter due to the timing of the change in value of the derivative instruments relative to the cost and use of the commodity being hedged.

As of September 30, 2017, we had price protection in place for approximately 8% of our anticipated corn needs (based on current usage prior to completion of the expansion), 0% of our natural gas needs and 0% of our ethanol sales for the next 12 months. A sensitivity analysis has been prepared to estimate our exposure to ethanol, corn and natural gas price risk. Market risk

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related to these factors is estimated as the potential change in income resulting from a hypothetical 10% adverse change in the average cost of our corn and natural gas prices and average ethanol price as of September 30, 2017, net of the forward and future contracts used to hedge our market risk for corn and natural gas usage requirements. The volumes are based on our expected use and sale of these commodities for a one year period from September 30, 2017. The results of this analysis, which may differ from actual results, are as follows:



	Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)*	Unit of Measure	Hypothetical Adverse Change in Price	Approximate Adverse Change to income
Natural Gas	5,300,000	MMBTU	10%	$	(1,653,600	)
Ethanol	188,000,000	Gallons	10%	(25,004,000		)
Corn	58,000,000	Bushels	10%	(19,894,000		)

For comparison purposes, our sensitivity analysis for our third quarter of 2016 is set forth below.



	Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)	Unit of Measure	Hypothetical Adverse Change in Price	Approximate Adverse Change to income
Natural Gas	3,705,000	MMBTU	10%	$	(1,100,385	)
Ethanol	143,550,000	Gallons	10%	(19,092,150		)
Corn	42,140,000	Bushels	10%	(12,810,560		)

ITEM 4. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures.

Our management, including our President and Chief Executive Officer (the principal executive officer), James Broghammer, along with our Chief Financial Officer, (the principal financial officer), Beth Eiler, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2017. Based on this review and evaluation, these officers believe that our disclosure controls and procedures are effective in ensuring that material information related to us is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission.

For the fiscal quarter ended September 30, 2017, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS.

Retterath Lawsuit

On August 14, 2013, the Company filed a lawsuit against Steve Retterath in the Iowa state court located in Polk County, Iowa. The purpose of the lawsuit is to enforce the terms of the repurchase agreement the Company executed with Mr. Retterath on June 13, 2013. The Company asked the Iowa state court to require Mr. Retterath to perform his obligations under the repurchase agreement pursuant to its terms. Mr. Retterath removed the case to federal court in the Federal District Court for the Southern District of Iowa in December 2013. The Company believed that this removal was improper and as a result the Company moved to remand the case back to the Iowa state court in Polk County which was granted. Mr. Retterath answered the lawsuit in August 2014, denying the validity of the repurchase agreement. In addition, the Iowa state court permitted Jason Retterath and Annie Retterath, the son and daughter-in-law of Steve Retterath, to be added as parties to the Iowa state lawsuit. In February 2015, the

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Company filed a motion for summary judgment asking the Iowa state court to enforce the repurchase agreement. The Retteraths also filed motions for summary judgment asking the Iowa state court to find the repurchase agreement invalid. On October 16, 2015, the Iowa state court entered a ruling granting Homeland's motion for summary judgment and determined no membership vote was required as Mr. Retterath has contended. The Iowa state court also denied the summary judgment motions filed by Mr. Retterath and his son and daughter-in-law.

Mr. Retterath and his son and daughter-in-law filed a motion to add a significant number of additional parties to the Iowa lawsuit along with additional claims against the Company. We filed a resistance to Mr. Retterath's attempts to expand the scope of the Iowa lawsuit. In November 2016, the Iowa Court ruled that our original claims against Mr. Retterath would proceed to trial in January 2017 as scheduled and that any other issues that remain following that trial would be litigated after a ruling is issued in the January 2017 trial. The trial was held in January 2017. On June 15, 2017, the Iowa Court ruled in favor of Homeland that the repurchase agreement was valid and directed Mr. Retterath to perform his obligations under the repurchase agreement by August 1, 2017. Mr. Retterath subsequently filed motions with the Iowa Court to reconsider its ruling or alternatively award Mr. Retterath a new trial. Mr. Retterath also asked the Iowa Court to stay his obligation to perform the repurchase agreement until these motion are ruled on by the Iowa Court. The Iowa Court granted Mr. Retterath's stay while the court considered his post-trial motions.

GS Cleantech Patent Litigation

On August 9, 2013, GS Cleantech Corporation ("GS Cleantech"), a subsidiary of Greenshift Corporation, filed a complaint in the United States District for the Northern District of Iowa against the Company. The Company is one of more than twenty ethanol manufacturers that were sued by GS Cleantech. The complaint alleges that the Company's operation of a corn oil extraction process infringes patent rights claimed by GS Cleantech. GS Cleantech seeks royalties, damages and potentially triple damages associated with the alleged infringement, as well as attorney's fees. The complaint was transferred to the United States District Court for the Southern District of Indiana due to a finding that the action involves questions of fact common to several other lawsuits which were joined in a multi-district litigation ("MDL"). The MDL Court developed two tracks of defendants in this litigation. The first track includes defendants which were originally sued by GS Cleantech in 2010 and a second track of defendants sued in 2013 which includes the Company. On October 23, 2014, the MDL Court granted summary judgment in favor of the first track defendants and found that the GS Cleantech patents which the Company is alleged to have infringed are invalid. Further, in a January 16, 2015 decision, the MDL ruled in favor of a stipulated motion for partial summary judgment finding that all of the GS Cleantech patents in the suit were invalid and, therefore, not infringed. GS Cleantech has said it will appeal this decision when the remaining claim in the suit has been decided. If GS Cleantech successfully appeals the District Court’s findings of invalidity, damages awarded GS Cleantech may be $1 million or more.

The only remaining claim in the lawsuit alleges that GS Cleantech inequitably conducted itself before the United States Patent Office when obtaining the patents at issue. A trial in the District Court for the Southern District of Indiana on the single issue of inequitable conduct was held in October 2015. The MDL Court ruled that GS Cleantech engaged in inequitable conduct. GS Cleantech has asked the court to amend its ruling. The defendants are seeking damages against GS Cleantech and its attorneys as a result of this finding of inequitable conduct. We anticipate that if the determination of inequitable conduct is not amended, GS Cleantech will appeal this decision along with the summary judgment decision issued earlier.

ITEM 1A. RISK FACTORS.

The following risk factors are provided due to material changes from the risk factors previously disclosed in our annual report on Form 10-K. The risk factors set forth below should be read in conjunction with the risk factors section and the Management's Discussion and Analysis section for the fiscal year ended December 31, 2016, included in our annual report on Form 10-K.

The Brazilian tariff on U.S. produced ethanol could negatively impact market ethanol prices. Brazil is currently the largest importer of ethanol produced in the United States. However, recently the Brazilian government implemented a tariff on ethanol produced in the United States and exported to Brazil. Due to current ethanol production levels in the United States, the market price of ethanol has been supported by exports of ethanol. Further, additional ethanol capacity is being constructed which may further increase the domestic supply of ethanol. The Brazilian tariff on U.S. ethanol could lead to an oversupply of ethanol in the United States which could negatively impact domestic ethanol prices. Ethanol prices may decrease to a level which does not allow us to operate the ethanol plant profitably.

Many ethanol producers are expanding their production capacity which could lead to an oversupply of ethanol in the United States. Recently, many ethanol producers have commenced projects to expand their ethanol production capacities. These expansions could result in a significant increase in the supply of ethanol in the United States. Currently, ethanol prices are supported

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by ethanol exports which may not continue at their current levels. While many in the ethanol industry are working to increase the amount of ethanol that is used domestically, specifically in the form of E15, which contains 15% ethanol as compared to the 10% ethanol which is used in most current blends, adoption of E15 has not been as rapid as most ethanol producers would like. Also, the additional ethanol capacity which is being constructed may exceed current domestic and export demand. If an oversupply of ethanol were to occur, it could negatively impact domestic ethanol prices which could negatively impact our ability to profitably operate the ethanol plant.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) The following exhibits are filed as part of this report.



Exhibit No.	Exhibit
31.1	Certificate Pursuant to 17 CFR 240.13a-14(a)*
31.2	Certificate Pursuant to 17 CFR 240.13a-14(a)*
32.1	Certificate Pursuant to 18 U.S.C. Section 1350*
32.2	Certificate Pursuant to 18 U.S.C. Section 1350*
101	The following financial information from Homeland Energy Solutions, LLC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of September 30, 2017 and December 31, 2016, (ii) Statements of Operations for the three and nine months ended September 30, 2017 and 2016, (iii) Statements of Cash Flows for the nine months ended September 30, 2017 and 2016, and (iv) the Notes to Unaudited Financial Statements.**

________________________________

(*) Filed herewith.

(**) Furnished herewith.

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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.



		HOMELAND ENERGY SOLUTIONS, LLC

Date:	November 14, 2017	/s/ James Broghammer
		James Broghammer
		President and Chief Executive Officer (Principal Executive Officer)

Date:	November 14, 2017	/s/ Beth Eiler
		Beth Eiler
		Chief Financial Officer (Principal Financial Officer)

HOMELAND ENERGY SOLUTIONS LLC - FORM 10-Q - November 14, 2017

Attached files

HOMELAND ENERGY SOLUTIONS LLC Reports