Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 SIRE 2017.09.30KA - SOUTHWEST IOWA RENEWABLE ENERGY, LLC | sire-201793010kaex312.htm |
| EX-31.1 - EXHIBIT 31.1 SIRE 2017.09.30 10KA - SOUTHWEST IOWA RENEWABLE ENERGY, LLC | sire-201793010kaex311.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | |||
Form 10-K/A | |||
Amendment No. 1 | |||
(Mark one) | |||
ý | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the fiscal year ended September 30, 2017 | |||
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the transition period from _________ to __________ | |||
Commission file number 000-53041 | |||
SOUTHWEST IOWA RENEWABLE ENERGY, LLC | |||
(Exact name of registrant as specified in its charter) | |||
Iowa | 20-2735046 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
10868 189 th Street, Council Bluffs, Iowa | 51503 | ||
(Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number (712) 366-0392 | |||
Securities registered under Section 12(b) of the Exchange Act: | None. | ||
Title of each class | Name of each exchange on which registered | ||
Securities registered under Section 12(g) of the Exchange Act: | |||
Series A Membership Units | |||
(Title of class) | |||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x | |||
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x | |||
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the 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. Yes o No o | |||
Indicate by check mark whether the registrant has submitted electronically 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). Yes x No o | |||
Indicate by check mark if disclosure of delinquent filers in response 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 o Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x |
As of March 31, 2017, the aggregate market value of the Membership Units held by non-affiliates (computed by reference to the last price at which the Membership Units were sold) was $46,763,600.
As of September 30, 2017, the Company had 8,993 Series A, 3,334 Series B and 1,000 Series C Membership Units outstanding.
DOCUMENTS INCORPORATED BY REFERENCE—None
EXPLANATORY NOTE
The purpose of this Amendment No. 1 (the “Amendment”) to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2017 (the “Original Filing”), is to correct a technological scrivener error on the Auditors’ Opinion Letter dated December 18, 2017. The correct date should have been December 15, 2017. A corrected Auditors’ Opinion Letter has been filed herewith.
In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amendment, currently-dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are included as exhibits hereto.”
No other changes have been made to the Original Filing except as noted above. This Amendment to the Original Filing speaks as of the original filing date of the Original Filing, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Filing except that changes have been made to the cover page and the Auditors’ Opinion Letter. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.
PART II
Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Members
Southwest Iowa Renewable Energy, LLC
We have audited the accompanying balance sheets of Southwest Iowa Renewable Energy, LLC as of September 30, 2017 and 2016, and the related statements of operations, members’ equity, and cash flows for years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financing reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southwest Iowa Renewable Energy, LLC as of September 30, 2017 and 2016, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.
/s/ RSM US LLP
Des Moines, Iowa
December 15, 2017
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) | The following exhibits are filed herewith or incorporated by reference as set forth below: |
Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) executed by the Principal Executive Officer. (filed herewith) | ||
Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) executed by the Principal Financial Officer. (filed herewith) | ||
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SOUTHWEST IOWA RENEWABLE ENERGY, LLC | ||
Date: | December 22, 2017 | /s/ Brian T. Cahill |
Brian T. Cahill, President and Chief Executive Officer | ||
Date: | December 22, 2017 | /s/ Brett L. Frevert |
Brett L. Frevert, CFO and Principal Financial Officer | ||
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