HIGHWATER ETHANOL LLC - FORM 10-K

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 CERTIFICATION 10-31-19 - HIGHWATER ETHANOL LLC	ex322-certification10x31x19.htm
EX-32.1 - EXHIBIT 32.1 CERTIFICATION 10-31-19 - HIGHWATER ETHANOL LLC	ex321-certification10x31x19.htm
EX-31.2 - EXHIBIT 31.2 CERTIFICATION 10-31-19 - HIGHWATER ETHANOL LLC	ex312-certification10x31x19.htm
EX-31.1 - EXHIBIT 31.1 CERTIFICATION 10-31-19 - HIGHWATER ETHANOL LLC	ex311-certification10x31x19.htm
EX-10.66 - EXHIBIT 10.66 2020 EXECUTIVE BONUS PLAN - HIGHWATER ETHANOL LLC	a2020executivebonusplan.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



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

	For the fiscal year ended October 31, 2019

	OR

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

	For the transition period from to .

	COMMISSION FILE NUMBER 000-53588

HIGHWATER ETHANOL, LLC

(Exact name of registrant as specified in its charter)



Minnesota				20-4798531
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)

24500 US Highway 14, Lamberton, MN 56152
(Address of principal executive offices)

(507) 752-6160
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None



Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: Membership Units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:



Large Accelerated Filer o	Accelerated Filer o
Non-Accelerated Filer x	Smaller Reporting Company o
	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 Exchange Act).

o Yes x No

As of April 30, 2018, the aggregate market value of the membership units held by non-affiliates (computed by reference to the most recent offering price of such membership units of $10,000) was $41,550,000. The Company is a limited liability company whose outstanding common equity is subject to significant restrictions on transfer under its Operating Agreement. No public market for common equity of Highwater Ethanol, LLC is established and it is unlikely in the foreseeable future that a public market for its common equity will develop.

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of January 23, 2020, there were 4,807 membership units outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant has incorporated by reference into Part III of this Annual Report on Form 10-K portions of its definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this Annual Report.

INDEX



	Page Number
PART I	4
Item 1. Business	4
Item 1A. Risk Factors	12
Item 2. Properties	17
Item 3. Legal Proceedings	17
Item 4. Mine Safety Disclosures	17
PART II	17
Item 5. Market for Registrant's Common Equity, Related Member Matters and Issuer Purchases of Equity Securities	18
Item 6. Selected Financial Data	20
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	31
Item 8. Financial Statements and Supplementary Data	32
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
Item 9A. Controls and Procedures	49
Item 9B. Other Information	50
PART III	50
Item 10. Directors, Executive Officers and Corporate Governance	50
Item 11. Executive Compensation	50
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Member Matters	50
Item 13. Certain Relationships and Related Transactions, and Director Independence	50
Item 14. Principal Accounting Fees and Services	50
PARV IV	50
Item 15. Exhibits, Financial Statement Schedules	50
Item 16. Form 10-K Summary	54
SIGNATURES	55

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve future events, our future financial performance and our expected future operations and actions. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “future,” “intend,” “could,” “hope,” “predict,” “target,” “potential,” or “continue” or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions based on current information and involve numerous assumptions, risks and uncertainties, including, but not limited to those listed below and those business risks and factors described elsewhere in this report and our other Securities and Exchange Commission filings.



Ÿ	Changes in the availability and price of corn and natural gas;

Ÿ	Reduction or elimination of the Renewable Fuel Standard;

Ÿ	Our ability to comply with the financial covenants contained in our credit agreements with our lenders;

Ÿ	Our ability to profitably operate the ethanol plant and maintain a positive spread between the selling price of our products and our raw material costs;

Ÿ	Results of our hedging activities and other risk management strategies;

Ÿ	Ethanol and distillers grains supply exceeding demand and corresponding price reductions;

Ÿ	Our ability to generate cash flow to invest in our business and service our debt;

Ÿ	Changes in the environmental regulations that apply to our plant operations and changes in our ability to comply with such regulations;

Ÿ	Changes in our business strategy, capital improvements or development plans;

Ÿ	Changes in plant production capacity or technical difficulties in operating the plant;

Ÿ	Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture, oil or automobile industries;

Ÿ	Lack of transportation, storage and blending infrastructure preventing ethanol from reaching high demand markets;

Ÿ	Changes in federal and/or state laws or policies impacting the ethanol industry;

Ÿ	Changes and advances in ethanol production technology and the development of alternative fuels and energy sources and advanced biofuels;

Ÿ	Competition from alternative fuel additives;

Ÿ	Changes in interest rates and lending conditions;

Ÿ	Decreases in the price we receive for our ethanol and distillers grains;

Ÿ	Volatile financial or commodity markets;

Ÿ	Our inability to secure credit or obtain additional equity financing we may require in the future;

Ÿ	Our ability to retain key employees and maintain labor relations; and

Ÿ	Decreases in export demand due to the imposition of tariffs by foreign governments on ethanol and distillers grains produced by the the United States.

The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or any persons acting on our behalf. We undertake no duty to update these forward-looking statements, even though our situation may change in the future. Furthermore, we cannot guarantee future results, events, 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.

AVAILABLE INFORMATION

Information is also available at our website at www.highwaterethanol.com, under “SEC Compliance,” which includes links to reports we have filed with the Securities and Exchange Commission. The contents of our website are not incorporated by reference in this Annual Report on Form 10-K.

PART I

ITEM 1. BUSINESS

Business Development

Highwater Ethanol, LLC (“we,” “our,” “Highwater Ethanol” or the “Company”) was formed as a Minnesota limited liability company on May 2, 2006 for the purpose of constructing, owning, and operating a 50 million gallon per year ethanol plant near Lamberton, Minnesota. Since August 2009, we have been engaged in the production of ethanol and distillers grains at the plant. We have been operating at an annual rate of approximately 59.5 million gallons for the fiscal year ended October 31, 2019. However, in October 2019, our air permit application to the Minnesota Pollution Control Agency to allow for 70.2 million gallons of denatured ethanol per 12-month rolling average was approved. As such, we anticipate that we may increase our production in the future.

Financial Information

Please refer to “ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” for information about our revenue, profit and loss measurements and total assets and liabilities and “ITEM 8 - Financial Statements and Supplementary Data” for our financial statements and supplementary data.

Principal Products

The principal products we currently produce at the ethanol plant are fuel-grade ethanol and distillers grains. In addition, we are extracting corn oil for sale. The table below shows the approximate percentage of our total revenue which is attributed to each of our products for each of our last three fiscal years.



Product	Fiscal Year 2019		Fiscal Year 2018		Fiscal Year 2017
Ethanol	78	%	77	%	82	%
Distillers Grains	19	%	20	%	15	%
Corn Oil	3	%	3	%	3	%

Ethanol

Our primary product is ethanol. Ethanol is ethyl alcohol, a fuel component made primarily from corn and various other grains. The ethanol we produce is manufactured from corn. Although the ethanol industry continues to explore production technologies employing various feedstocks, such as biomass, corn-based production technologies remain the most practical and

provide the lowest operating risks. Corn produces large quantities of carbohydrates, which convert into glucose more easily than most other kinds of biomass. The Renewable Fuels Association estimates current capacity for domestic ethanol production at approximately 16.6 billion gallons with approximately 7% of that capacity idled.

An ethanol plant is essentially a fermentation plant. Ground corn and water are mixed with enzymes and yeast to produce a substance called “beer,” which contains about 10% alcohol and 90% water. The “beer” is boiled to separate the water, resulting in ethyl alcohol, which is then dehydrated to increase the alcohol content. This product is then mixed with a certified denaturant to make the product unfit for human consumption and commercially saleable.

Table of Contents

Ethanol can be used as: (i) an octane enhancer in fuels; (ii) an oxygenated fuel additive for the purpose of reducing ozone and carbon monoxide emissions; and (iii) a non-petroleum-based gasoline substitute. Approximately 95% of all ethanol is used in its primary form for blending with unleaded gasoline and other fuel products. Used as a fuel oxygenate, ethanol provides a means to control carbon monoxide emissions in large metropolitan areas. The principal purchasers of ethanol are generally the wholesale gasoline marketer or blender.

Distillers Grains

The principal co-product of the ethanol production process is distillers grains, a high protein, high-energy animal feed supplement primarily marketed to the dairy, poultry, swine and beef industries. Dry mill ethanol processing creates three forms of distiller grains: Distillers Wet Grains with Solubles (“DWS”), Distillers Modified Wet Grains with Solubles (“DMWS”) and Distillers Dried Grains with Solubles (“DDGS”). DWS is processed corn mash that contains approximately 70% moisture. DWS has a shelf life of approximately three days and can be sold only to farms within the immediate vicinity of an ethanol plant. DMWS is DWS that has been dried to approximately 50% moisture. DMWS has a slightly longer shelf life of approximately ten days and is often sold to nearby markets. DDGS is DWS that has been dried to between 10% and 12% moisture. DDGS has an almost indefinite shelf life and may be sold and shipped to any market regardless of its vicinity to an ethanol plant.

Corn Oil

Since April 2014, we have been separating some of the corn oil contained in our distillers grains for sale. The corn oil that we produce is not food grade corn oil and therefore cannot be used for human consumption. However, corn oil can be used as the feedstock to produce biodiesel, as a feed ingredient and has other industrial uses.

Ethanol, Distillers Grains and Corn Oil Markets

As described below in “Distribution Methods” we market and distribute a majority of our ethanol, distillers grains and corn oil through professional third party marketers. Our ethanol, distillers grains and corn oil marketers make decisions with regard to where our products are marketed.

Our ethanol and distillers grains are primarily sold in the domestic market, however, as domestic production of ethanol and distillers grains continue to expand, we anticipate increased international sales of ethanol and distillers grains. However, due to high transportation costs, and the fact that we are not located near a major international shipping port, we expect a majority of our products to continue to be marketed and sold domestically.

Over the past fiscal year, exports of ethanol have increased with Brazil receiving the largest percentage of ethanol produced in the United States and Canada in second place. India, the Philippines and South Korea have also been top destinations. However, tariffs implemented by Brazil and China on ethanol imported from the United States have reduced demand from these countries and the potential for the imposition of tariffs by other countries due to trade disputes with the United States, may further reduce overall ethanol export demand which could have a negative effect on domestic ethanol prices. In addition, export demand is more unpredictable than domestic demand.

Historically, the United States ethanol industry has exported a significant amount of distillers grains to China. The imposition of anti-dumping and anti-subsidy duties by China over the past three years has resulted in a significant decline in demand from China requiring United States producers to seek out alternative markets. Over the past year, Mexico has been a top destination with Canada, Indonesia, South Korea, Turkey and Vietnam receiving notable amounts of distillers grains produced in the United States. However recent trade disputes with foreign governments have created additional uncertainty as to future export demand.

All of the corn oil we produce is marketed and distributed in the domestic market.

Distribution Methods

Ethanol

We have an exclusive marketing agreement with RPMG, Inc. (“RPMG”) for the purposes of marketing and distributing our ethanol. Because we are an owner of Renewable Products Marketing Group, LLC (“RPMG LLC”), the parent entity of RPMG, our ethanol marketing fees are based on RPMG's cost to market our ethanol. Further, as an owner, we share in the profits and losses generated by RPMG when it markets products for other producers who are not owners of RPMG LLC. Our marketing agreement provides that we can sell our ethanol either through an index arrangement or at an agreed upon fixed price. The term

Table of Contents

of our marketing agreement is perpetual until terminated according to its terms. The primary reasons for termination would be if we cease to be an owner of RPMG LLC, if there is a breach which is not cured, or if we give advance notice to RPMG that we wish to terminate. Notwithstanding our right to terminate, we may be obligated to continue to market our ethanol through RPMG for a period of time after termination. Further, following termination, we agree to accept an assignment of certain railcar leases which RPMG has secured to service us. If the marketing agreement is terminated, it would trigger a redemption of our ownership interest in RPMG LLC.

Distillers Grains

We have a distillers grains marketing agreement with CHS, Inc. ("CHS") to market all the dried distillers grains we produce at the plant. Under the agreement, CHS charges a maximum of $2.00 per ton and a minimum of $1.50 per ton price using 2% of the FOB plant price actually received by CHS for all dried distillers grains removed by CHS from our plant. The agreement will remain in effect unless otherwise terminated by either party with 120 days notice. Under the agreement, CHS is responsible for all transportation arrangements for the distribution of our dried distillers grains.

We market and sell our own distillers modified wet grains with solubles without the assistance of a third-party marketer.

Corn Oil

We previously had a corn oil marketing agreement with CHS wherein CHS purchased and marketed all crude corn oil produced at the plant. Our agreement with CHS terminated on November 19, 2018 and we have transitioned to RPMG as our exclusive corn oil marketer. We pay RPMG a marketing fee. We may immediately terminate our agreement with RPMG upon written notice if: (1) RPMG fails on three separate occasions within a 12-month period to purchase corn oil or market corn oil, as not otherwise excused under the Agreement; or (2) upon RPMG's insolvency. RPMG may immediately terminate the agreement upon written notice if: (A) during any consecutive three (3) months the actual production or inventory of any corn oil product at the plant varies by twenty (20%) or more from the monthly production and inventory estimates provided to RPMG (other than for reasons permitted under the RPMG Agreement); or (B) upon our insolvency.

Sources and Availability of Raw Materials

Corn Feedstock Supply

The major raw material required for our ethanol plant to produce ethanol and distillers grains is corn. To produce 59.5 million gallons of ethanol per year, our ethanol plant needs approximately 20.5 million bushels of corn, or approximately 56,000 bushels of corn per day, as the feedstock for its dry milling process.

Since July 2016, we procured corn from CHS pursuant to a grain origination agreement (the "CHS Agreement"). In that agreement, we agreed to buy from CHS all of our requirements for feedstock grain meeting certain specifications. The CHS Agreement was for an initial five-year term which commenced on July 27, 2016. The CHS Agreement automatically renewed for successive one-year terms unless otherwise terminated in accordance with its terms. The CHS Agreement could also be terminated in the event of a breach by either party after a thirty-day notice of the breach and opportunity to cure. Under the CHS Agreement, we notified CHS of our grain requirements, including volume and delivery dates, on or before the first and fifteenth day of each month. We then provide to CHS a daily bid sheet for grain to be sold to the Company and CHS purchased the grain by separate purchase contracts at the basis prices, quantities and guidelines identified in the bid sheet using commercially reasonable efforts to obtain the lowest price available. All sales of grain by CHS were done by separate sales contracts requiring delivery of grain to the Company at the facility. We paid CHS the CBOT futures price less the weighted average of the basis prices plus a fixed fee per bushel of grain purchased. On January 3, 2019, we mutually agreed to terminate the CHS Agreement effective as of midnight January 31, 2019. In exchange for termination of the CHS Agreement, we agreed not to contract with another entity or company for grain procurement services until after July 26, 2021 and granted CHS a right of first refusal to serve as the Company's procurement agent until July 1, 2021. We have procured our own corn following termination of our arrangement with CHS.

The price at which we purchase corn depends on prevailing market prices. Increases in the price of corn significantly increase our cost of goods sold. If these increases in cost of goods sold are not offset by corresponding increases in the prices we receive from the sale of our products, these increases in cost of goods sold can have a significant negative impact on our financial performance.

Table of Contents

Corn prices were higher during the fiscal year ended October 31, 2019 compared to the same period in 2018, primarily due to concerns that the wet spring experienced in the upper Midwest could have a significant impact on corn prices if the delayed planting due to wet conditions resulted in less corn bushels harvested this fall. On November 8, 2019, the United States Department of Agriculture ("USDA") released a report estimating the 2019 national corn crop at approximately 13.7 billion bushels, down 5% from last year's production, with yields averaging 167 bushels per acre. The USDA reported area harvested for grain at 81.8 million acres, down less than 1% from 2018. However, the corn crop in our local area has been better than expected. As a result, management expects that corn prices will be steady during the winter of 2020. However, weather, world supply and demand, current and anticipated corn stocks, agricultural policy and other factors can contribute to volatility in corn prices.

Utilities

Natural Gas

Natural gas is an important input to our manufacturing process. We use natural gas to dry our distillers grains products to moisture contents at which they can be stored for longer periods. This allows the distillers grains we produce to be transported greater distances to serve broader livestock markets.

We have access to an existing Northern Natural Gas Company interstate natural gas pipeline located approximately one half mile from our ethanol plant. On July 30, 2018, we entered into an Amendment to TFX Throughput Service Agreement with Northern Natural Gas Company. The amendment has an effective date of November 1, 2019 and extends the term through October 31, 2024. Under the amendment, we will pay NNG the tariff rate in effect from time to time for natural gas. NNG has allocated a minimum quantity of 5,000 dekatherms ("dth") of natural gas per day.

We entered into a natural gas service agreement with CenterPoint Energy Resources Corp., d.b.a. CenterPoint Energy Minnesota Gas (“CenterPoint”). CenterPoint constructed a pipeline for us from the Northern Natural Gas Company Town Border Station. We purchase all of our natural gas requirements from CenterPoint's pipeline. Under the agreement, CenterPoint will continue to operate and maintain the pipeline to deliver natural gas to us under applicable tariffs. In addition, for all natural gas volumes delivered, we will pay certain delivery charges per dth delivered during each contract year subject to annual adjustments as permitted by the Minnesota Public Utilities Commission to match actual costs with the value recovered in the rates. In the event we do not purchase the minimum volume of 1,400,000 dth during each contract year, we will pay the difference between the actual delivery volume for the period and the minimum volume multiplied by the applicable rate. The initial term of the agreement will continue until October 31, 2029 and will automatically renew for additional five year terms unless terminated by either party upon written notice given at least 12 months prior to the end of the term upon an occurrence of certain events of default as set forth therein.

We also have an energy management agreement with Kinect Energy Group f/k/a U.S. Energy Services, Inc. (“Kinect”) pursuant to which Kinect is providing us with the necessary natural gas management services. Some of their services may include an economic comparison of distribution service options, negotiation and minimization of interconnect costs, submission of the necessary pipeline “tap” request, supplying the plant with and/or negotiating the procurement of natural gas, development and implementation of a price risk management plan targeted at mitigating natural gas price volatility and maintaining profitability, providing consolidated monthly invoices that reflect all natural gas costs. In addition, Kinect is responsible for reviewing and reconciling all invoices. In exchange for these services, we pay Kinect a monthly retainer fee.

We do not anticipate any problems securing the natural gas we need to operate our ethanol plant during our 2020 fiscal year.

Electricity

On June 28, 2007, we entered into an agreement for electric service with Redwood Electric Cooperative, Inc., (the "Cooperative") for the purchase and delivery of electric power and energy necessary to operate our ethanol plant. Upon execution of the agreement, we became a member of the Cooperative and are bound by its articles of incorporation and bylaws. This agreement remained in effect until September 19, 2017, when our new agreement with the Cooperative to purchase all of the electric power that we require for our ethanol plant became effective. The new agreement remains in effect until January 1, 2023. The agreement automatically renews for additional five year periods unless we give at least one year's written notice of termination prior to the expiration of the then current term or if the agreement is otherwise terminated in accordance with its terms. For the electric power provided, in addition to certain penalties and adjustments, we will pay the following rates: (i) a facility charge based on the then current net plant value; (ii) a per KWh energy charge at the then current wholesale rate including distribution losses and margin requirements; (iii) an additional demand charge for the entire monthly demand (kW) that is coincident to the peak demand; and (iv) an additional delivery charge for the entire monthly demand (kW) that is coincident to the peak demand. The

Table of Contents

rates are updated annually. The rates set forth in the agreement terminate in the event that our firm non-coincident peak demand is less that 2,000 kW for twelve consecutive months or our rolling twelve month non-coincident load factor is less than 60% for twelve consecutive months. Upon termination of the agreement by either party for any reason, we remain responsible for payment of the facility charge for what would have been the remaining portion of the term.

We do not anticipate any problems securing the electricity we need to operate our ethanol plant during our 2020 fiscal year.

Water

We require a significant supply of water. We currently obtain water from a high capacity well and through a pipeline that pipes water from a nearby rock quarry. We acquired all of the necessary permits required for our water usage. Much of the water used in an ethanol plant is recycled back into the process. There are, however, certain areas of production where fresh water is needed. Those areas include the boiler makeup water and cooling tower water. Boiler makeup water is treated on-site to minimize all elements that will harm the boiler and recycled water cannot be used for this process. Cooling tower water is deemed non-contact water because it does not come in contact with the mash, and, therefore, can be regenerated back into the cooling tower process. The makeup water requirements for the cooling tower are primarily a result of evaporation. This has the effect of lowering wastewater treatment costs. We have assessed our water needs and determined we have an adequate supply.

Patents, Trademarks, Licenses, Franchises and Concessions

We do not currently hold any patents, trademarks, franchises or concessions. We were granted a license by ICM, Inc. to use certain ethanol production technology necessary to operate our ethanol plant. The cost of the license granted by ICM, Inc. was included in the amount we paid to Fagen, Inc. to design and build our ethanol plant. We were granted a license by Butamax Advanced Biofuels, LLC ("Butamax") to use certain corn oil separation technology in exchange for payment of certain license fees which are subject to being reduced under the terms of the agreements if the corn oil separation system does not meet certain performance goals.

Seasonality Sales

We experience some seasonality of demand for our ethanol, distillers grains and corn oil. Since ethanol is predominantly blended with gasoline for use in automobiles, ethanol demand tends to shift in relation to gasoline demand. As a result, we experience some seasonality of demand for ethanol in the summer months related to increased driving and, as a result, increased gasoline demand. In addition, we experience some increased ethanol demand during holiday seasons related to increased gasoline demand. We also experience decreased distillers grains demand during the summer months due to natural depletion in the size of herds at cattle feed lots and when the animals are turned out to pasture or are slaughtered. Further, we expect some seasonality of demand for our corn oil since a major corn oil user is biodiesel plants which typically reduce production during the winter months.

Working Capital

We primarily use our working capital for purchases of raw materials necessary to operate the ethanol plant. Our primary sources of working capital are cash generated by our operations and our Term Revolving Loan with Compeer Financial, PCA ("Compeer"). At October 31, 2019, we had approximately $13,500,000 available to draw on our Term Revolving Loan.

Dependence on One or a Few Major Customers

As discussed above, we have a marketing agreement with RPMG for the marketing, sale and distribution of our ethanol and corn oil and have engaged CHS for marketing, selling and distributing our distillers dried grains with solubles. We expect to rely on RPMG for the sale and distribution of our ethanol and corn oil and CHS for the sale and distribution of our distillers dried grains with solubles. Therefore, although there are other marketers in the industry, we are highly dependent on RPMG and CHS for the successful marketing of our products. Any loss of RPMG or CHS as our marketing agents could have a significant negative impact on our revenues. We market and sell our own distillers modified wet grains.

Table of Contents

Federal Ethanol Supports and Governmental Regulation

Federal Ethanol Supports

The ethanol industry is dependent on economic incentives to produce ethanol. One significant federal ethanol support is the Federal Renewable Fuels Standard (the “RFS”). The RFS requires that in each year, a certain amount of renewable fuels must be used in the United States. The RFS is a national program that does not require that any renewable fuels be used in any particular area or state, allowing refiners to use renewable fuel blends in those areas where it is most cost-effective. The RFS statutory volume requirement increases incrementally each year until the United States is required to use 36 billion gallons of renewable fuels by 2022. Starting in 2009, the RFS required that a portion of the RFS must be met by certain “advanced” renewable fuels. These advanced renewable fuels include ethanol that is not made from corn, such as cellulosic ethanol and biomass based biodiesel. The use of these advanced renewable fuels increases each year as a percentage of the total renewable fuels required to be used in the United States.

The United States Environmental Protection Agency ("EPA") has the authority to waive the RFS statutory volume requirement, in whole or in part, provided one of the following two conditions have been met: (1) there is inadequate domestic renewable fuel supply; or (2) implementation of the requirement would severely harm the economy or environment of a state, region or the United States. Annually, the EPA is required by statute to pass a rule that establishes the number of gallons of different types of renewable fuels that must be used in the United States which is called the renewable volume obligations. The statutory volumes and the EPA's volumes for 2019 and 2020 (in billion gallons) are as follows:



		Total Renewable Fuel Volume Requirement	Portion of Volume Requirement That Can Be Met By Corn-based Ethanol
2019	Statutory	28.00	15.00
2019	EPA Rule 11/30/18	19.92	15.00
2020	Statutory	30.00	15.00
2020	EPA Rule 12/19/19	20.09	15.00

On July 5, 2019, the EPA released a proposed rule to set the renewable volume obligation for 2020. The EPA proposed to set the total volume obligation at 20.04 billion gallons of which 15.0 billion gallon could be met by corn-based ethanol. On October 15, 2019, the EPA released a supplemental notice seeking additional comment on a proposed rule on adjustments to the way that annual renewable fuel percentages are calculated. The supplemental notice was issued in response to an announcement on October 4, 2019, by President Trump of a proposed plan to require refiners not exempt from the rules to blend additional gallons of ethanol to make up for the gallons exempted by the EPA's expanded use of waivers to small refineries. The effect of these waivers is that the refinery is no longer required to earn or purchase blending credits, known as RINs, negatively affecting ethanol demand and resulting in lower ethanol prices. The proposed plan was expected to calculate the volume that refiners were required to blend by using a three-year average of exempted gallons. However, the EPA instead proposed to use a three-year average to account for the reduction in demand resulting from the waivers using the number of gallons of relief recommended by the United States Department of Energy. A public hearing on the proposed rule was held October 30 and the public comment period expired on November 30, 2019. The final rule was released on December 19, 2019.

In February 2010, the EPA issued additional regulations governing the RFS. These additional regulations have been called RFS2. The most controversial part of RFS2 involves what is commonly referred to as the lifecycle analysis of greenhouse gas emissions. Specifically, the EPA adopted rules to determine which renewable fuels provided sufficient reductions in greenhouse gases, compared to conventional gasoline, to qualify under the RFS program. RFS2 establishes a tiered approach, where regular renewable fuels are required to accomplish a 20% greenhouse gas reduction compared to gasoline, advanced biofuels and biomass-based biodiesel must accomplish a 50% reduction in greenhouse gases, and cellulosic biofuels must accomplish a 60% reduction in greenhouse gases. Any fuels that fail to meet this standard cannot be used by fuel blenders to satisfy their obligations under the RFS program. The scientific method of calculating these greenhouse gas reductions has been a contentious issue. Many in the ethanol industry were concerned that corn based ethanol would not meet the 20% greenhouse gas reduction requirement based on certain parts of the environmental impact model that many in the ethanol industry believed was scientifically suspect. However, RFS2 as adopted by the EPA provides that corn-based ethanol from modern ethanol production processes does meet the definition of a renewable fuel under the RFS program. Our ethanol plant was grandfathered into the RFS due to the fact that it was constructed prior to the effective date of the lifecycle greenhouse gas requirement and is not required to prove compliance with the lifecycle greenhouse gas reductions. Certain provisions of RFS2 as adopted may disproportionately benefit ethanol produced from

Table of Contents

sugarcane. This could make sugarcane based ethanol, which is primarily produced in Brazil, more competitive in the United States ethanol market. If this were to occur, it could reduce demand for the ethanol that we produce.

Most ethanol that is used in the United States is sold in a blend called E10. E10 is a blend of 10% ethanol and 90% gasoline. E10 is approved for use in all standard vehicles. Estimates indicate that the 2019 gasoline demand in the United States will be approximately 143 billion gallons. Assuming that all gasoline in the United States is blended at a rate of 10% ethanol and 90% gasoline, the maximum demand for ethanol is approximately 14.3 billion gallons per year. This is commonly referred to as the “blending wall,” which represents a theoretical limit where more ethanol cannot be blended into the national gasoline pool. This is a theoretical limit because it is believed that it would not be possible to blend ethanol into every gallon of gasoline that is being used in the United States and it discounts the possibility of additional ethanol used in higher percentage blends such as E85 used in flex fuel vehicles. These higher percentage blends may lead to additional ethanol demand if they become more widely available and accepted by the market.

In June 2012, the EPA gave final approval for the sale of E15, gasoline which is blended at a rate of 15% ethanol and 85% gasoline, for use in vehicles manufactured in the model year 2001 and later. Although there have been significant steps towards introduction of E15 in the marketplace, there are still obstacles to meaningful market penetration by E15. Many states still have regulatory issues that hamper or prevent the sale of E15. In addition, sales of E15 may be limited because E15 is not approved for use in all vehicles, the EPA requires a label that may discourage consumers from using E15, and retailers may choose not to sell E15 due to concerns regarding liability. Previously, different gasoline blendstocks were required at certain times of the year in order to use E15 due to federal regulations related to fuel evaporative emissions which may prevent E15 from being used during certain times of the year in various states. In May of 2019, the EPA issued a final rule allowing the year-round sale of E15.

A blender pump is a gasoline pump that can dispense a variety of different ethanol/gasoline blends. Blender pumps typically can dispense E10, E20, E30, E40, E50, and E85. These blender pumps accomplish these different blends by internally mixing ethanol and gasoline which are held in separate tanks at retail stations. The increased use of blender pumps may increase demand for ethanol by allowing gasoline retailers to provide various mid-level ethanol blends in a cost-effective manner and allowing consumers with flex-fuel vehicles to purchase more ethanol through these mid-level blends. However, the expense of blender pumps has delayed their availability in the market.

Effect of Governmental Regulation

The government's regulation of the environment changes constantly. We are subject to extensive air, water and other environmental regulations and we have been required to obtain a number of environmental permits to construct and operate the plant. It is possible that more stringent federal or state environmental rules or regulations could be adopted, which could increase our operating costs and expenses. It also is possible that federal or state environmental rules or regulations could be adopted that could have an adverse effect on the use of ethanol. For example, changes in the environmental regulations regarding the required oxygen content of automobile emissions could have an adverse effect on the ethanol industry. Plant operations are governed by the Occupational Safety and Health Administration (“OSHA”). OSHA regulations may change such that the costs of operating the plant may increase. Any of these regulatory factors may result in higher costs or other adverse conditions effecting our operations, cash flows and financial performance.

In late 2009, California passed a Low Carbon Fuels Standard ("LCFS"). The California LCFS requires that renewable fuels used in California must accomplish certain reductions in greenhouse gases which is measured using a lifecycle analysis, similar to the RFS. On December 29, 2011, a federal district court in California ruled that the California LCFS was unconstitutional which halted implementation of the California LCFS. However, the California Air Resources Board ("CARB") appealed this court ruling and on September 18, 2013, the federal appellate court reversed the federal district court finding the LCFS constitutional and remanding the case back to federal district court to determine whether the LCFS imposes a burden on interstate commerce that is excessive in light of the local benefits. On June 30, 2014, the United States Supreme Court declined to hear the appeal of the federal appellate court ruling and CARB recently re-adopted the LCFS with some slight modifications. The LCFS could have a negative impact on demand for corn-based ethanol and result in decreased ethanol prices affecting our ability to operate profitably.

Competition

Ethanol

We are in direct competition with numerous ethanol producers, many of whom have greater resources than we do. Following the significant growth during 2005 and 2006, the ethanol industry has grown at a much slower pace. The Renewable Fuels Association estimates that there are approximately 208 ethanol production facilities in the U.S. with capacity to produce

Table of Contents

approximately 16.6 billion gallons of ethanol. However, the Renewable Fuels Association estimates that approximately 7% of the ethanol production capacity in the United States was currently idled.

Since ethanol is a commodity product, competition in the industry is predominantly based on price. We have also experienced increased competition from oil companies who have purchased ethanol production facilities. These oil companies are required to blend a certain amount of ethanol each year. Therefore, the oil companies may be able to operate their ethanol production facilities at times when it is unprofitable for us to operate. Larger ethanol producers may be able to realize economies of scale that we are unable to realize. This could put us at a competitive disadvantage to other ethanol producers. The ethanol industry is continuing to consolidate where a few larger ethanol producers are increasing their production capacities and are controlling a larger portion of the United States ethanol production. Further, some ethanol producers own multiple ethanol plants which may allow them to compete more effectively by providing them flexibility to run certain production facilities while they have other facilities shut down. This added flexibility may allow these ethanol producers to compete more effectively, especially during periods when operation margins are unfavorable in the ethanol industry.

The largest ethanol producers include Archer Daniels Midland, Flint Hill Resources, Green Plains Renewable Energy, POET Biorefining and Valero Renewable Fuels, each of which are capable of producing significantly more ethanol than we produce. The following table identifies the majority of the largest ethanol producers in the United States along with their approximate production capacities.

U.S. FUEL ETHANOL PRODUCTION CAPACITY

BY TOP PRODUCERS

Producers of Approximately 750

million gallons per year (mmgy) or more



Company	Approximate Capacity (mmgy)
Archer Daniels Midland	1,716
POET Biorefining	1,711
Valero Renewable Fuels	1,697
Green Plains Renewable Energy	1,111
Flint Hill Resources	840

We face competition from ethanol produced outside of the United States, particularly from Brazil. Ethanol imports have been lower in recent years due to the increase by Brazil in 2013 of its domestic ethanol use requirement from 20% to 25% and the institution in 2017 of a quota and tariff on ethanol produced in the United States and exported to Brazil which have likely decreased the amount of ethanol Brazil has available for export. However, increased competition from ethanol produced in foreign countries, could have a negative impact on demand for ethanol produced in the United States in the future which could result in lower operating margins.

We also anticipate increased competition from renewable fuels that do not use corn as the feedstock. Many of the current ethanol production incentives are designed to encourage the production of renewable fuels using raw materials other than corn. One type of ethanol production feedstock is cellulose. Cellulose is the main component of plant cell walls and is the most common organic compound on earth. Cellulose is found in wood chips, corn stalks, rice and straw, amongst other common plants. Cellulosic ethanol is ethanol produced from cellulose. Several companies and researchers have commenced pilot projects to study the feasibility of commercially producing cellulosic ethanol and are producing cellulosic ethanol on a small scale and a few companies in the United States have produced on a commercial scale. Additional commercial scale cellulosic ethanol plants could be completed in the near future. If this technology can be profitably employed on a commercial scale, it could potentially lead to ethanol that is less expensive to produce than corn based ethanol. Cellulosic ethanol may also capture more government subsidies and assistance than corn based ethanol. This could decrease demand for our product or result in competitive disadvantages for our ethanol production process.

Our ethanol plant also competes with producers of other gasoline additives having similar octane and oxygenate values as ethanol. Alternative fuels, gasoline oxygenates and alternative ethanol production methods are also continually under development. The major oil companies have significantly greater resources than we have to market other additives, to develop alternative products, and to influence legislation and public perception of ethanol. These companies also have sufficient resources to begin production of ethanol should they choose to do so.

Table of Contents

A number of automotive, industrial and power generation manufacturers are developing alternative clean power systems using fuel cells, plug-in hybrids, electric cars or clean burning gaseous fuels. Electric car technology has grown in popularity, especially in urban areas. While in the past there were a limited number of vehicle recharging stations, making electric cars not feasible for all consumers, there has been increased focus on developing these recharging stations which have made electric car technology more widely available. This additional competition from alternate sources could reduce the demand for ethanol, which would negatively impact our profitability.

Many ethanol producers are increasing production capacities through expansion projects. This may lead to an excess supply of ethanol in the market which could negatively impact ethanol prices.

Distillers Grains

Our ethanol plant competes with other ethanol producers in the production and sales of distillers grains. Distillers grains are primarily used as animal feed which replaces corn and soybean meal. As a result, distillers grains prices are impacted by corn and soybean prices. In addition, increased exports of distillers grains have positively affected demand and distillers grains prices. If distillers grains exports decline, it could result in an oversupply in the market causing distillers grains prices in the United States to decrease.

Corn Oil Competition

We compete with many ethanol producers for the sale of corn oil. Many ethanol producers have installed the equipment necessary to separate corn oil from the distillers grains they produce which has increased competition for corn oil sales and has resulted in lower market corn oil prices.

Cost of Compliance with Environmental Laws

We are subject to extensive air, water and other environmental regulations and we were required to obtain a number of environmental permits to construct and operate the plant. Although we have been successful in obtaining all of the permits currently required, any retroactive change in environmental regulations, either at the federal or state level, could require us to obtain additional or new permits or spend considerable resources in complying with such regulations. Additionally, any changes that are made to the ethanol plant or its operations must be reviewed to determine if amended permits need to be obtained in order to implement these changes.

During the fiscal year ended October 31, 2019, we incurred costs and expenses of approximately $491,000 complying with environmental laws.

Employees

As of October 31, 2019, we had 43 full-time employees. We do not expect the number of employees to materially change in the next twelve months.

ITEM 1A. RISK FACTORS

You should carefully read and consider the risks and uncertainties below and the other information contained in this report. The risks and uncertainties described below are not the only ones we face. The following risks, together with additional risks and uncertainties not currently known to us or that we currently deem immaterial could impair our financial condition and results of operations.

Risks Relating to Our Business

A decrease in the spread between the price we receive for our products and the price we pay for raw materials will have an adverse effect on our profitability. Our ability to profitably operate the ethanol plant is primarily dependent on the spread between the price we pay for corn and natural gas and the price we receive for our ethanol. While the price of ethanol typically changes in relation to corn prices, this correlation has not always been reliable historically and may not always exist. In the event that the spread between the price for our products and the costs associated with our raw materials becomes negative, we may be unable to maintain our liquidity which may adversely impact our ability to profitably operate which could negatively impact the value of our units.

Table of Contents

Declines in the price of ethanol or distillers grains would reduce our revenues. The sale prices of ethanol and distillers grains can be volatile as a result of a number of factors such as overall supply and demand, the price of gasoline and corn, levels of government support, and the availability and price of competing products. Any lowering of ethanol or distillers grains prices, especially if it is associated with increases in corn and natural gas prices, may affect our ability to operate profitably. We anticipate the price of ethanol and distillers grains to continue to be volatile in our 2020 fiscal year. Declines in the prices we receive for our ethanol and distillers grains will lead to decreased revenues and may result in our inability to operate the ethanol plant profitably for an extended period of time which could decrease the value of our units.

Increases in the price of corn or natural gas would reduce our profitability. Our primary source of revenue is from the sale of ethanol and distillers grains. Our results of operations and financial condition are significantly affected by the cost and supply of corn and natural gas. Changes in the price and supply of corn and natural gas are subject to and determined by market forces over which we have no control including weather and general economic factors. Generally, higher corn prices will produce lower profit margins and, therefore, negatively affect our financial performance. If a period of high corn prices were to be sustained for some time, such pricing may reduce our ability to operate profitably because of the higher cost of operating our plant. We may not be able to offset any increase in the price of corn by increasing the price of our products. If we cannot offset increases in the price of corn, our financial performance may be negatively affected.

The prices for and availability of natural gas are subject to volatile market conditions. These market conditions often are affected by factors beyond our control such as higher prices as a result of colder than average weather conditions or natural disasters, overall economic conditions and foreign and domestic governmental regulations and relations. Significant disruptions in the supply of natural gas could impair our ability to manufacture ethanol and more significantly, distillers grains for our customers. Furthermore, increases in natural gas prices or changes in our natural gas costs relative to natural gas costs paid by competitors may adversely affect our results of operations and financial condition.

We engage in hedging transactions which involve risks that could harm our business. We are exposed to market risk from changes in commodity prices. Exposure to commodity price risk results from our dependence on corn and natural gas in the ethanol production process, along with sales of ethanol and distillers grains. We seek to minimize the risks from fluctuations in the prices of corn and natural gas through the use of derivative instruments. The effectiveness of our hedging strategies is dependent on the price of corn and natural gas and our ability to sell sufficient products to use all of the products for which we have futures contracts. Our hedging activities may not successfully reduce the risk caused by price fluctuation which may leave us vulnerable to high prices. Alternatively, we may choose not to engage in hedging transactions in the future and our operations and financial conditions may be adversely affected during periods in which prices increase. Utilizing cash for margin calls has an impact on the cash we have available for operations which could result in liquidity problems. Price movements in corn contracts are highly volatile and are influenced by many factors that are beyond our control. There are several variables that could affect the extent to which our derivative instruments are impacted by price fluctuations in the cost of corn. We may incur such costs and they may be significant which could impact our ability to profitably operate the plant and may reduce the value of our units.

Our business is not diversified. Our success depends almost entirely on our ability to profitably operate our ethanol plant. We do not have any other lines of business or other sources of revenue if we are unable to operate our ethanol plant and manufacture ethanol and distillers grains. If economic or political factors adversely affect the market for ethanol or distillers grains, we have no other line of business to fall back on. Our business would also be significantly harmed if the ethanol plant could not operate at full capacity for any extended period of time.

If RPMG, which markets all of our ethanol, fails it may negatively impact our ability to profitably operate the ethanol plant. All of our ethanol and corn oil is marketed by RPMG. Therefore, nearly all of our revenue is derived from sales that are secured by RPMG. If RPMG is unable to market our ethanol and corn oil, it may negatively impact our ability to profitably operate the ethanol plant. While management believes that we could secure an alternative marketer if RPMG were to fail, switching marketers may negatively impact our cash flow and our ability to continue to operate profitably, which may decrease the value of our units.

We depend on our management and key employees, and the loss of these relationships could negatively impact our ability to operate profitably. We are highly dependent on our management team to operate our ethanol plant. We may not be able to replace these individuals should they decide to cease their employment with us, or if they become unavailable for any other reason. While we seek to compensate our management and key employees in a manner that will encourage them to continue their employment with us, they may choose to seek other employment. Any loss of these executive officers and key employees may prevent us from operating the ethanol plant profitably and could decrease the value of our units.

Table of Contents

Our existing debt financing agreements contain, and our future debt financing agreements may contain, restrictive covenants that limit distributions and impose restrictions on the operation of our business. The use of debt financing makes it more difficult for us to operate because we must make principal and interest payments on the indebtedness and abide by covenants contained in our debt financing agreements. Although we have significantly reduced our level of debt, the restrictive covenants contained in our financing agreements may have important implications on our operations, including, among other things: (a) limiting our ability to obtain additional debt or equity financing; (b) placing us at a competitive disadvantage because we may be more leveraged than some of our competitors; (c) subjecting all or substantially all of our assets to liens, which means that there may be no assets left for unit holders in the event of a liquidation; and (d) limiting our ability to make business and operational decisions regarding our business, including, among other things, limiting our ability to pay dividends to our unit holders, make capital improvements, sell or purchase assets or engage in transactions we deem to be appropriate and in our best interest.

We may violate the terms of our credit agreements, including the financial covenants, which could result in our lenders demanding immediate repayment. Our credit agreements include various financial loan covenants. We are currently in compliance with our loan covenants and management projections predict that we will be in compliance with our loan covenants for at least the next 12 months. However, unforeseen circumstances may develop which could result in us violating our loan covenants. If we violate the terms of our credit agreements, including our financial loan covenants, our lenders could deem us to be in default of our loans and require us to immediately repay the entire outstanding balance of our loans. If we do not have the funds available to repay the loans or we cannot find another source of financing, we may fail which could decrease or eliminate the value of our units.

Our inability to secure credit facilities we may require in the future could negatively impact our liquidity. While we do not currently require more financing than we have, in the future we may need additional financing. If we require financing in the future and are unable to secure such financing, or we are unable to secure the financing we require on reasonable terms, it may have a negative impact on our liquidity which could negatively impact the value of our units.

Our operations may be negatively impacted by natural disasters, severe weather conditions, and other unforeseen plant shutdowns which can negatively impact our operations. Our operations may be negatively impacted by events outside of our control such as natural disasters, severe weather including flooding and droughts, strikes, train derailments and other unforeseen events which may negatively impact our operations. If we experience any of these unforeseen circumstances which could negatively impact our operations, it may affect our cash flow and negatively impact the value of our business.

We may incur casualty losses that are not covered by insurance which could negatively impact the value of our units. We have purchased insurance which we believe adequately covers our losses from foreseeable risks. However, there are risks that we may encounter for which there is no insurance or for which insurance is not available on terms that are acceptable to us. If we experience a loss which materially impairs our ability to operate the ethanol plant which is not covered by insurance, the value of our units could be reduced or eliminated.

Failures of our information technology infrastructure could have a material adverse effect on operations. We utilize various software applications and other information technology that are critically important to our business operations. We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic and financial information, to manage a variety of business processes and activities, including production, manufacturing, financial, logistics, sales, marketing and administrative functions. We depend on our information technology infrastructure to communicate internally and externally with employees, customers, suppliers and others. We also use information technology networks and systems to comply with regulatory, legal and tax requirements. These information technology systems, some of which are managed by third parties, may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, computer viruses, attacks by computer hackers or other cybersecurity risks, telecommunication failures, user errors, natural disasters, terrorist attacks or other catastrophic events. If any of our significant information technology systems suffer severe damage, disruption or shutdown, and our disaster recovery and business continuity plans do not effectively resolve the issues in a timely manner, our product sales, financial condition and results of operations may be materially and adversely affected.

A cyber attack or other information security breach could have a material adverse effect on our operations and result in financial losses. We are regularly the target of attempted cyber and other security threats and must continuously monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact. If we are unable to prevent cyber attacks and other information security breaches, we may encounter significant disruptions in our operations which could adversely impact our business, financial condition and results of operations or result in the unauthorized disclosure of confidential information. Such breaches may also harm our reputation, result in financial losses or subject us to litigation or other costs or penalties.

Table of Contents

Risks Related to Ethanol Industry

Lack of rail transportation infrastructure and delayed rail shipments have resulted in rail logistical problems which could negatively impact our financial performance. The ethanol industry has experienced difficulty transporting the ethanol which is produced. Ethanol is typically shipped by rail. Increased shipments of coal and oil by rail, decreased shipment capacity by the railroads due to fewer railroad crews, and poor weather conditions can result in slowed rail travel and loading times and delays in returning rail cars resulting in ethanol storage capacity constraints. If rail logistical problems were to occur, this could negatively impact our ability to operate the ethanol plant profitably which could reduce the value of our units.

Decreasing gasoline prices could negatively impact our ability to operate profitably. Discretionary blending is an important secondary market which is often determined by the price of ethanol versus the price of gasoline. In periods when discretionary blending is financially unattractive, the demand for ethanol may be reduced. Lower oil prices reduce the spread between the price of gasoline and the price of ethanol which can discourage discretionary blending, dampen the export market and result in a downwards market adjustment in the price of ethanol. If oil and gasoline prices were to remain low for a significant period of time, it could hurt our ability to profitably operate the ethanol plant which could decrease the value of our units.

The ethanol industry is an industry that is changing rapidly which can result in unexpected developments that could negatively impact our operations and the value of our units. The ethanol industry has grown significantly in the last decade. This rapid growth has resulted in significant shifts in supply and demand of ethanol over a very short period of time. As a result, past performance by the ethanol plant or the ethanol industry generally might not be indicative of future performance. We may experience a rapid shift in the economic conditions in the ethanol industry which may make it difficult to operate the ethanol plant profitably. If changes occur in the ethanol industry that make it difficult for us to operate the ethanol plant profitably, it could result in the reduction in the value of our units.

Demand for ethanol may not continue to grow unless ethanol can be blended into gasoline in higher percentage blends for all conventional automobiles. Currently, ethanol is primarily blended with gasoline for use in standard (non-flex fuel) vehicles to create a blend which is 10% ethanol and 90% gasoline. In order to expand ethanol demand, higher percentage blends of ethanol must be utilized in standard vehicles. The EPA has approved the use of E15 for standard vehicles produced in the model year 2001 and later. However, the fact that E15 has not been approved for use in all vehicles and the labeling requirements associated with E15 may result in many gasoline retailers refusing to carry E15. As a result, the approval of E15 may not significantly increase demand for ethanol.

Changes and advances in ethanol production technology could require us to incur costs to update our plant or could otherwise hinder our ability to compete in the ethanol industry or operate profitably. Advances and changes in the technology of ethanol production are expected to occur. Such advances and changes may make the ethanol production technology installed in our plant less desirable or obsolete. These advances could also allow our competitors to produce ethanol at a lower costs than we are able. If we are unable to adopt or incorporate technological advances, our ethanol production methods and processes could be less efficient than our competitors, which could cause our plant to become uncompetitive or completely obsolete. If our competitors develop, obtain or license technology that is superior to ours or that makes our technology obsolete, we may be required to incur significant costs to enhance or acquire new technology so that our ethanol production remains competitive. Alternatively, we may be required to seek third-party licenses, which could also result in significant expenditures. These third-party licenses may not be available or, once obtained, they may not continue to be available on commercially reasonable terms. These costs could negatively impact our financial performance by increasing our operating costs and reducing our net income.

Technology advances in the commercialization of cellulosic ethanol may decrease demand for corn based ethanol which may negatively affect our profitability. The current trend in ethanol production research is to develop an efficient method of producing ethanol from cellulose-based biomass, such as agricultural waste, forest residue, municipal solid waste and energy crops. This trend is driven by the fact that cellulose-based biomass is generally cheaper than corn, and producing ethanol from cellulose-based biomass would create opportunities to produce ethanol in areas which are unable to grow corn. There are several government initiatives that offer a strong incentive to develop commercial scale cellulosic ethanol. Although subject to possible reduction by the EPA, the statutory volume requirement of the RFS provides for 16 billion gallons per year of advanced bio-fuels to be consumed in the United States by 2022. Some companies have reportedly produced cellulosic ethanol on a commercial scale and other companies may be constructing commercial scale plants in the United States. If an efficient method of producing ethanol from cellulose-based biomass on a commercial scale is successful, we may not be able to compete effectively. If we are unable to produce ethanol as cost-effectively as cellulose-based producers, our ability to generate revenue will be negatively impacted.

We operate in an intensely competitive industry and compete with larger, better financed companies which could impact our ability to operate profitably. There is significant competition among ethanol producers. There are numerous producer-owned and privately-owned ethanol plants planned and operating through the United States. In addition, we have seen increased

Table of Contents

competition from oil companies that have purchased ethanol production facilities. We also face competition from ethanol producers located outside the United States. The largest ethanol producers include Archer Daniels Midland, Flint Hills Resources, Green Plains Renewable Energy, POET, and Valero Renewable Fuels, each of which is capable of producing significantly more ethanol than we produce. Further, many believe that there will be further consolidation occurring in the ethanol industry in the future which will likely lead to a few companies that control a significant portion of the ethanol production market. We may not be able to compete with these larger producers and our inability to compete could negatively impact our financial performance.

Competition from the advancement of alternative fuels and clean power systems using fuel cells, plug-in hybrids and electric cars may lessen the demand for ethanol. Alternative fuels, gasoline oxygenates and ethanol production methods are continually under development. A number of automotive, industrial and power generation manufacturers are developing alternative clean power systems using fuel cells, plug-in hybrids, electric cars or clean burning gaseous fuels. Like ethanol, these emerging technologies offer an option to address worldwide energy costs, the long-term availability of petroleum reserves and environmental concerns. If these alternative technologies continue to expand and gain broad acceptance and become readily available to consumers for motor vehicle use, we may not be able to compete effectively. This additional competition could reduce the demand for ethanol, resulting in lower ethanol prices that might adversely affect our financial condition.

Consumer resistance to the use of ethanol based on the belief that ethanol is expensive, uses too much corn, adds to air pollution, harms engines, and/or takes more energy to produce than it contributes may affect the demand for ethanol. Certain individuals believe that the use of ethanol will have a negative impact on gasoline prices and that ethanol production uses too much of the available corn supply. Many also believe that ethanol adds to air pollution and harms vehicle engines. Still other consumers believe that the process of producing ethanol actually uses more fossil energy, such as oil and natural gas, than the amount of energy that is produced. These consumer beliefs could potentially be wide-spread. If consumers choose not to buy ethanol based on these beliefs, it would affect the demand for the ethanol we produce which could negatively affect our profitability.

Risks Related to Regulation and Governmental Action

Government incentives for ethanol production may be eliminated in the future, which could hinder our ability to operate at a profit. The ethanol industry is assisted by various federal ethanol incentives, including the RFS set forth in the Energy Policy Act of 2005. The RFS helps support a market for ethanol that might disappear without this incentive. The United States Environmental Protection Agency ("EPA") has the authority to waive the RFS statutory volume requirement, in whole or in part, provided certain conditions have been met. Annually, the EPA is supposed to pass a rule that establishes the number of gallons of different types of renewable fuels that must be used in the United States which is called the renewable volume obligations. In the past, the EPA has set the renewable volume obligations below the statutory limits. Any future reduction of the volume requirements under the RFS by the EPA could decrease the market price and demand for ethanol which will negatively impact our financial performance.

The EPA's small refinery exemptions significantly reduced ethanol demand. The EPA issued exemptions from the RFS to certain small refiners which reduced the corn-based RFS requirement, resulted in significant decreases in ethanol demand and severely impacted ethanol prices. On October 15, 2019, the EPA released a supplemental notice seeking additional comment on a proposed rule on adjustments to the way that annual renewable fuel percentages are calculated. The supplemental notice was issued in response to an announcement by President Trump of a proposed plan to require refiners not exempt from the rules to blend additional gallons of ethanol to make up for the gallons exempted by the EPA's expanded use of waivers to small refineries. The proposed plan was expected to calculate the volume that refiners were required to blend by using a three-year average of exempted gallons. However, the EPA proposed to use a three-year average to account for the reduction in demand resulting from the waivers using the number of gallons of relief recommended by the United States Department of Energy. This rule was made final on December 19, 2019. If the EPA were to significantly reduce the volume requirements under the RFS or if the RFS were to be otherwise reduced or eliminated by the exercise of the EPA waiver authority or by Congress, the market price and demand for ethanol could decrease which will negatively impact our financial performance.

Changes in environmental regulations or violations of these regulations could be expensive and reduce our profitability. We are subject to extensive air, water and other environmental laws and regulations. In addition, some of these laws require our plant to operate under a number of environmental permits. These laws, regulations and permits can often require expensive pollution control equipment or operational changes to limit actual or potentials impacts to the environment. A violation of these laws and regulations or permit conditions can result in substantial fines, damages, criminal sanctions, permit revocations and/or plant shutdowns. In the future, we may be subject to legal actions brought by environmental advocacy groups and other parties for actual or alleged violations of environmental laws or our permits. Additionally, any changes in environmental laws and regulations could require us to spend considerable resources to comply with future environmental regulations. The expense of compliance could be significant enough to reduce our profitability and negatively affect our financial condition.

Table of Contents

The California Low Carbon Fuel Standard may decrease demand for corn based ethanol which could negatively impact our profitability. California passed a Low Carbon Fuel Standard (LCFS) requiring that renewable fuels used in California must accomplish certain reductions in greenhouse gases which are measured using a lifecycle analysis. California represents a significant ethanol market and if we are unable to supply ethanol to California, it could significantly reduce demand for the ethanol we produce. Any decrease in ethanol demand as a result of the California LCFS could negatively impact ethanol prices which could reduce our revenues and negatively impact our ability to profitably operate the ethanol plant.

Government Policies and Regulations, Particularly Those Affecting the Agricultural Sector and Related Industries, Could Adversely Affect Our Operations and Profitability. Agricultural commodity production and trade flows are significantly affected by government policies and regulations. Governmental policies affecting the agricultural industry, such as taxes, trade tariffs, duties, subsidies, import and export restrictions on commodities and commodity products, can influence industry profitability, the planting of certain crops, the location and size of crop production, whether unprocessed or processed commodity products are traded, and the volume and types of imports and exports. In addition, international trade disputes can adversely affect trade flows by limiting or disrupting trade between countries or regions. We may experience negative impacts of higher ethanol tariffs and other disruptions to international agricultural trade related to current trade actions announced by the Trump administration and responsive actions announced by trading partners, including by China. These actions may adversely affect the supply of, demand for and prices of our products, restrict our ability to do business and cause our financial results to suffer.

A reduction in distillers grains exports to China could have a negative effect on the price of distillers grains in the U.S. and negatively affect our profitability. Historically, China was the world's largest buyer of distillers grains produced in the United States. On January 12, 2016, the Chinese government began an anti-dumping and countervailing duty investigation related to distillers grains imported from the United States which contributed to a decline in distillers grains shipped to China. In 2016, China implemented anti-dumptng and anti-subsidy duties as a result of preliminary rulings on its investigation. On January 10, 2017, China announced a final ruling imposing increased anti-dumping and anti-subsidy duties which significantly decreased demand and prices from China and negatively impacted the price of distillers grains produced in the United States. This reduction in export demand could negatively impact our ability to profitably operate the ethanol plant.

A reduction in ethanol exports to China due to the imposition of a tariff on U.S. ethanol could have a negative impact on ethanol prices. China imposed a tariff on ethanol which is produced in the United States and exported to China which has negatively impacted exports of ethanol to China. The decrease could negatively impact the market price of ethanol in the United States and our ability to profitably operate the ethanol plant.

A reduction in ethanol exports to Brazil due to the imposition by the Brazilian government of a tariff on U.S. ethanol could have a negative effect on ethanol prices. Brazil has historically been a top destination for ethanol produced in the United States. However, Brazil has imposed a tariff on ethanol produced in the United States and exported to Brazil. This tariff has resulted in a decline in demand from Brazil and could negatively affect the market price of ethanol in the United States and our ability to profitably operate the ethanol plant.

ITEM 2. PROPERTIES

Our plant site is made up of two adjacent parcels which together total approximately 125 acres in southwest Minnesota near Lamberton. The plant's address is 24500 U.S. Highway 14, Lamberton, Minnesota 56152. We produce all of our ethanol, distillers grains and corn oil at this site. Our plant is in excellent condition and is capable of functioning at over 100% of its 50 million gallons per year nameplate production capacity.

All of our tangible and intangible property, real and personal, serves as the collateral for our credit with Compeer. Our credit facility is discussed in more detail under “ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED MEMBER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of January 23, 2020, we have 4,807 membership units outstanding and 1,418 unit holders of record. There is no public trading market for our membership units.

We have, however, established a Unit Trading Bulletin Board, a private online matching service, through Farmers National Company Agstock, LLC in order to facilitate trading among our members. The Unit Trading Bulletin Board has been designed to comply with federal tax laws and Internal Revenue Service ("IRS") regulations establishing a “qualified matching service,” as well as state and federal securities laws. Our Unit Trading Bulletin Board consists of an electronic bulletin board that provides a list of interested buyers with a list of interested sellers, along with their non-firm price quotes. The Unit Trading Bulletin Board does not automatically affect matches between potential sellers and buyers and it is the sole responsibility of sellers and buyers to contact each other to make a determination as to whether an agreement to transfer units may be reached. We do not become involved in any purchase or sale negotiations arising from our Unit Trading Bulletin Board and have no role in effecting the transactions beyond approval, as required under our member control agreement, and the issuance of new certificates. We do not give advice regarding the merits or shortcomings of any particular transaction. We do not receive, transfer or hold funds or securities as an incident of operating the Unit Trading Bulletin Board. We do not receive any compensation for creating or maintaining the Unit Trading Bulletin Board. In advertising our Unit Trading Bulletin Board, we do not characterize the Company as a broker or dealer or an exchange. We do not use the Unit Trading Bulletin Board to offer to buy or sell securities other than in compliance with the securities laws, including any applicable registration requirements.

There are detailed timelines that must be followed under the Unit Trading Bulletin Board Rules and Procedures with respect to offers and sales of membership units. All transactions must comply with the Unit Trading Bulletin Board Rules, our member control agreement, and are subject to approval by our board of governors.

As a limited liability company, we are required to restrict the transfers of our membership units in order to preserve our partnership tax status. Our membership units may not be traded on any established securities market or readily traded on a secondary market (or the substantial equivalent thereof). All transfers are subject to a determination that the transfer will not cause the Company to be deemed a publicly traded partnership.

The following table contains historical information by fiscal quarter for the fiscal years ended October 31, 2019 and 2018 regarding the actual unit transactions that were completed by our unit-holders during the periods specified. We believe this most accurately represents the current trading value of the Company's units. The information was compiled by reviewing the completed unit transfers that occurred on our Unit Trading Bulletin Board during the quarters indicated.



Quarter	Low Price		High Price		Average Price		# of Units Traded
2019 4^th	$	7,300	$	7,300	$	7,300	1
2019 3^rd	$	7,600	$	8,200	$	7,960	5
2019 2^nd	$	8,200	$	8,750	$	8,584	9
2019 1^st	$	9,200	$	9,200	$	9,200	3
2018 4^th	$	9,000	$	9,517	$	9,295	12
2018 3^rd	$	8,500	$	9,551	$	9,006	31
2018 2^nd	$	8,100	$	9,000	$	8,516	28
2018 1^st	$	8,200	$	8,850	$	8,581	13

The following table contains the asked prices that were posted on the Company's Unit Trading Bulletin Board and includes some transactions that were not completed. The Company believes the table above more accurately describes the trading value of its units as the asked prices below include some offers that never resulted in completed transactions. The information was compiled by reviewing postings that were made on the Company's Unit Trading Bulletin Board.

Table of Contents



Quarter	Low Price		High Price		Average Price		# of Units Listed
2019 4^th	$	7,250	$	8,000	$	7,636	7
2019 3^rd	$	7,590	$	8,600	$	8,216	27
2019 2^nd	$	8,000	$	9,250	$	8,617	12
2019 1^st	$	8,500	$	9,300	$	8,900	13
2018 4^th	$	9,000	$	9,500	$	9,133	12
2018 3^rd	$	9,000	$	9,500	$	9,113	24
2018 2^nd	$	8,000	$	9,000	$	8,335	31
2018 1^st	$	8,100	$	9,000	$	8,638	21

Distributions

Our expectations with respect to our ability to make future distributions are discussed in greater detail in “ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.” In addition, distributions are restricted by certain loan covenants in our construction term loan and revolving credit financing agreements. These loan covenants and restrictions are described in greater detail under “ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

Performance Graph

The following graph shows a comparison of cumulative total member return since October 31, 2014, calculated on a dividend reinvested basis, for the Company, the NASDAQ Composite Index (the "NASDAQ") and an index of other companies that have the same SIC codes as the Company (the "Industry Index"). The graph assumes $100 was invested in each of our units, the NASDAQ, and the Industry Index on October 31, 2014. Note that historic stock price performance is not necessarily indicative of future unit price performance.

Table of Contents

Pursuant to the rules and regulations of the Securities and Exchange Commission, the performance graph and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ISSUER PURCHASES OF EQUITY SECURITIES



Period	Total Number of Units Purchased	Average Price Paid per Unit $		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Units that May Yet Be Purchased Under the Plans or Programs
August 1, 2019 - August 31, 2019	—	—		—	—
September 1, 2019 - September 30, 2019	—	—		—	—
October 1, 2019 - October 31, 2019	1	7,200		—	—
Total	1	$	7,200	—	—

Table of Contents

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected financial and operating data as of the dates and for the periods indicated. The selected balance sheet financial data as of October 31, 2017, 2016 and 2015 and the selected statements of operations data and other financial data for the years ended October 31, 2016 and 2015 have been derived from our audited financial statements that are not included in this Form 10-K. The selected balance sheet financial data as of October 31, 2019 and 2018 and the selected statements of operations data and other financial data for each of the years in the three year period ended October 31, 2019 have been derived from the audited financial statements included elsewhere in this Form 10-K. You should read the following table in conjunction with "ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and the accompanying notes included elsewhere in this Form 10-K. Among other things, those financial statements include more detailed information regarding the basis of presentation for the following financial data.



Statement of Operations Data:	2019			2018			2017			2016			2015
Revenues	$	97,249,109		$	94,943,746		$	100,225,143		$	110,237,009		$	139,597,173

Cost of Goods Sold	101,759,731			97,723,069			93,476,303			102,331,749			111,405,819

Gross Profit (Loss)	(4,510,622		)	(2,779,323		)	6,748,840			7,905,260			28,191,354

Operating Expenses	3,200,285			2,891,093			2,739,770			2,411,439			2,210,637

Operating Profit (Loss)	(7,710,907		)	(5,670,416		)	4,009,070			5,493,821			25,980,717

Other Income (Expense)	(563,329		)	(489,008		)	(489,758		)	(440,283		)	(4,046,541		)

Net Income (Loss)	$	(8,274,236	)	$	(6,159,424	)	$	3,519,312		$	5,053,538		$	21,934,176

Weighted Average Units Outstanding	4,809			4,814			4,834			4,953			4,953

Basic and Diluted Net Income (Loss) Per Unit	$	(1,720.57	)	$	(1,279.48	)	$	728.03		$	1,020.30		$	4,428.46

Cash Distributions Per Unit	$	—		$	345		$	345		$	400		$	1,125

Balance Sheet Data:	2019			2018			2017			2016			2015
Current Assets	$	12,604,430		$	10,850,002		$	11,847,401		$	17,887,759		$	24,502,735

Net Property and Equipment	58,474,504			65,730,225			72,051,447			77,458,142			77,484,018

Other Assets	2,943,723			2,966,714			2,833,212			2,850,523			2,826,256

Total Assets	$	74,022,657		$	79,546,941		$	86,732,060		$	98,196,424		$	104,813,009

Current Liabilities	$	10,794,082		$	8,026,683		$	6,655,688		$	6,920,569		$	7,231,283

Long-Term Debt	7,244,124			7,222,371			7,942,403			18,663,726			24,315,010

Members' Equity	55,984,451			64,297,887			72,133,969			72,612,129			73,266,716

Total Liabilities & Members' Equity	$	74,022,657		$	79,546,941		$	86,732,060		$	98,196,424		$	104,813,009

See "ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussion of our financial results.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations for the Fiscal Years Ended October 31, 2019 and 2018

The following table shows the results of our operations and the percentage of revenues, cost of goods sold, gross profit (loss), operating expenses, operating loss and other items to total revenues in our statements of operations for the fiscal years ended October 31, 2019 and 2018:



	2019					2018
Statements of Operations Data	Amount			%		Amount			%
Revenues	$	97,249,109		100.00	%	$	94,943,746		100.00	%
Cost of Goods Sold	101,759,731			104.64	%	97,723,069			102.93	%
Gross Loss	(4,510,622		)	(4.64	)%	(2,779,323		)	(2.93	)%
Operating Expenses	3,200,285			3.29	%	2,891,093			3.05	%
Operating Loss	(7,710,907		)	(7.93	)%	(5,670,416		)	(5.97	)%
Other Income (Expense), Net	(563,329		)	(0.58	)%	(489,008		)	(0.52	)%
Net Loss	$	(8,274,236	)	(8.51	)%	$	(6,159,424	)	(6.49	)%

The following table shows the sources of our revenues for the fiscal years ended October 31, 2019 and 2018.



	2019				2018
Revenue Sources	Amount		Percentage of Total Revenues		Amount		Percentage of Total Revenues
Ethanol Sales	$	75,541,437	77.68	%	$	72,664,310	76.53	%
Modified Wet Distillers Grains Sales	3,874,384		3.98	%	3,323,857		3.50	%
Dried Distillers Grains Sales	14,700,718		15.12	%	15,641,622		16.48	%
Corn Oil Sales	3,132,570		3.22	%	3,313,957		3.49	%
Total Revenues	$	97,249,109	100.00	%	$	94,943,746	100.00	%

Revenues

Ethanol

Our total revenues were higher for the fiscal year ended October 31, 2019 compared to the fiscal year ended October 31, 2018. Revenue from ethanol sales increased by approximately 3.96% during the fiscal year ended October 31, 2019 compared to the fiscal year ended October 31, 2018 primarily due to higher ethanol prices and an increase in gallons sold during the fiscal year ended October 31, 2019 compared to the fiscal year end October 31, 2018. The average ethanol sales price per gallon we received for the fiscal year ended October 31, 2019 was approximately 1.6% higher than the average price received for the fiscal year ended October 31, 2018. In addition, we experienced an increase in the gallons of ethanol sold during the fiscal year ended October 31, 2019 compared to the fiscal year ended October 31, 2018. The gallons of ethanol we sold during the fiscal year ended October 31, 2019 increased by 2.3% as compared to the number of gallons of ethanol sold for the fiscal year ended October 31, 2018.

Ethanol prices have been negatively affected by record levels of domestic production coupled with a decline in ethanol exports due to trade disputes with foreign governments and the institution of a tariff by China on ethanol produced in the United States. In addition, the EPA's continued use of the small refinery exemption could also have a negative impact on ethanol prices unless refiners are required to blend additional gallons of ethanol to make up for the gallons exempted. However, a positive outcome of trade talks between the United States and China could lead to an increase in ethanol demand from China and higher ethanol prices. In addition, approval of the year-round sale of E15 could contribute to higher ethanol prices. Ethanol prices will also likely continue to generally be directionally consistent with changes in corn and energy prices.

The increase in ethanol gallons sold for the fiscal year ended October 31, 2019, as compared to the number of gallons of ethanol we sold for the fiscal year ended October 31, 2018, was mainly due to less gallons in inventory at October 31, 2019. Management anticipates that overall ethanol production may increase in the future as compared with the amounts produced for

the fiscal year ended October 31, 2019 due to our receipt of our new air permit which allows us to increase gallons of denatured ethanol produced per 12-month rolling average.

In the ordinary course of business, we enter into forward contracts for our commodity purchases and sales. At October 31, 2019, we had no forward fixed price ethanol sales contracts. For the fiscal years ended October 31, 2019 and 2018, we recorded losses due to changes in the fair value of our outstanding ethanol derivative positions of approximately $240,000 and $81,000, respectively.

Distillers Grains

Revenue from distillers grains decreased by approximately 2.1% during the fiscal year ended October 31, 2019 compared to the fiscal year ended October 31, 2018, primarily due to lower distillers grains prices during the fiscal year ended October 31, 2019 compared to same period of 2018. For the fiscal year ended October 31, 2019, the average price per ton that we received for our dried distillers grains was approximately 0.5% lower than the average price we received during the fiscal year ended October 31, 2018 due to price decreases in the protein market that correlate to the price of soybean meal and lower export demand due to the recent swine flu outbreak in China, Vietnam and other foreign countries. For the fiscal year ended October 31, 2019, the average price per ton that we received for our modified distillers grains was approximately 6.3% higher than during the fiscal year ended October 31, 2018 due to increased demand and reduced production in our local area.

Distillers grains prices typically change in proportion to corn prices and availability of corn. Domestic demand for distillers grains could decrease if corn prices decline and end-users switch to lower priced alternatives or if there is a swine flu outbreak in the U.S. Changes in foreign demand also impact distillers grains prices. If the swine flu outbreak continues in or spreads to other foreign countries that could have a negative effect on distillers grains prices. The imposition by China of anti-dumping and anti-subsidy duties on distillers grains produced in the U.S. have also had a negative effect on export demand from China resulting in lower distillers grains prices. In addition, trade actions by the Trump administration and foreign governments have created additional uncertainty as to future agricultural export demand from China and other countries. However, a positive outcome of trade talks between the United States and China could lead to an increase in distillers grains demand from China.

The tons of dried distillers grains we sold during the fiscal year ended October 31, 2019 decreased by approximately 5.6% as compared to the tons of dried distillers grains we sold during the fiscal year ended October 31, 2018. The tons of modified distillers grains we sold during the fiscal year ended October 31, 2019, increased by approximately 9.7% as compared to the same period for 2018 due to an increase in the demand for our product in our area. Overall, the number of tons of distillers grains sold decreased during our fiscal year ended October 31, 2019 compared to the fiscal year ended October 31, 2018 due to increased efficiencies in ethanol production which resulted in our producing less distillers grains. Management anticipates that the overall amount of distillers grains produced may increase in the future as compared with the amounts produced for the fiscal year ended October 31, 2019, due to our receipt of our new air permit which allows us to increase gallons of ethanol produced and which would also increase our distillers grains production.

Corn Oil

Revenue from corn oil sales decreased by approximately 5.5% for the fiscal year ended October 31, 2019, as compared to the fiscal year ended October 31, 2018, primarily due to a decrease in pounds of corn oil sold during the fiscal year ended October 31, 2019 compared to the fiscal year ended October 31, 2018. The pounds of corn oil we sold during the fiscal year ended October 31, 2019 decreased by approximately 11.7% as compared to the pounds of corn oil we sold for the fiscal year ended October 31, 2018 due to our corn oil extraction equipment running less efficiently. Management anticipates that the overall amount of corn oil produced may increase in the future as compared with the amounts produced for the fiscal year ended October 31, 2019, due to our receipt of our new air permit which allows us to increase gallons of ethanol produced and which would also increase our corn oil production.

The average price per pound of corn oil sold increased during the fiscal year ended October 31, 2019 compared to the same period of 2018. For the fiscal year ended October 31, 2019, the average price per pound of corn oil we received was approximately 4.3% higher than during the fiscal year ended October 31, 2018 due to increased demand from the corn oil feed market. Management anticipates that corn oil prices in the future will be affected by changes in corn and energy prices and the recent renewal of the biodiesel blenders' tax credit.

Cost of Goods Sold

Our two largest costs of production are corn (65.1% of cost of goods sold for the fiscal year ended October 31, 2019) and natural gas (4.7% of cost of goods sold for the fiscal year ended October 31, 2019). Our total cost of goods sold was approximately 4.1% more during the fiscal year ended October 31, 2019 compared to the fiscal year ended October 31, 2018 due to increased corn costs and depreciation.

Corn

Our average price per bushel of corn for the fiscal year ended October 31, 2019 increased by approximately 2.2% as compared to the fiscal year ended October 31, 2018 primarily due to increased market value for corn. We used approximately 2.1% less bushels of corn in the fiscal year ended October 31, 2019 as compared to the fiscal year ended October 31, 2018 due to improved efficiencies in ethanol production.

Management expects there to be an adequate corn supply available in our area to operate the ethanol plant. However, corn prices have been volatile and are likely to remain so in the future depending on weather conditions, supply and demand, stocks and other factors which could significantly impact our costs of production.

Management anticipates corn consumption may increase in the future as compared with the amounts produced for the fiscal year ended October 31, 2019, due to our receipt of our new air permit which allows us to increase gallons of ethanol produced and which would also increase our corn consumption.

At October 31, 2019, we had approximately 190,000 bushels of forward fixed basis corn purchase contracts and 453,000 bushels of forward fixed price corn purchase contracts valued at approximately $1,725,000 for various delivery periods through July 2021. We recorded losses due to changes in the fair value of our outstanding corn derivative positions for the fiscal years ended October 31, 2019 and 2018 of approximately $835,000 and $149,000, respectively.

Natural Gas

For the fiscal year ended October 31, 2019, we purchased approximately 5.6% less natural gas as compared to the same period of 2018. This decrease in natural gas usage is primarily due to the decrease in dried distillers grains production. Our average price per MMBTU of natural gas was approximately 4.2% lower for the fiscal year ended October 31, 2019 compared to the fiscal year ended October 31, 2018.

Natural gas prices were lower on average for the fiscal year ended October 31, 2019 due to an increased supply and our locking in prices for the majority of our natural gas requirements. Management anticipates that natural gas prices will increase if the natural gas industry experiences production problems or if there are large increases in natural gas demand which will likely depend on the severity of the winter weather conditions experienced during our 2020 fiscal year.

At October 31, 2019, we had approximately 2,968,000 MMBTUs of forward natural gas fixed price purchase contracts valued at approximately $7,497,000 for delivery periods through March 2021. For the fiscal years ended October 31, 2019 and 2018, we recorded gains due to the change in fair value of our outstanding natural gas derivative positions of approximately $22,000 and $38,000, respectively.

Operating Expenses

We had operating expenses for the fiscal year ended October 31, 2019 of $3,200,285 compared to operating expenses of $2,891,093 for the fiscal year ended October 31, 2018. Management attributes this increase in operating expenses to an increase in licenses and permit fees, payment of a civil penalty to the Environmental Protection Agency and also an increase in IT fees and advertising costs. We continue to pursue strategies to optimize efficiencies and maximize production. These efforts may result in a decrease in our operating expenses on a per gallon basis. However, because these expenses do not vary with the level of production at the plant, we expect our operating expenses to remain relatively steady.

Operating Loss

We had an operating loss for the fiscal year ended October 31, 2019 of $7,710,907 compared to an operating loss of $5,670,416 for the fiscal year ended October 31, 2018. This decrease in our profitability for the fiscal year ended October 31, 2019, was due primarily to the increase in the price we paid for corn relative to the price we received for ethanol.

Other Income (Expense), Net

We had total other expense for the fiscal year ended October 31, 2019 of $563,329 compared to other expense of $489,008 for the fiscal year ended October 31, 2018. Our other expense for the fiscal year ended October 31, 2019, consisted primarily of interest expense which was offset in part by income from investments.

Results of Operations for the Fiscal Years Ended October 31, 2018 and 2017

The following table shows the results of our operations and the percentage of revenues, cost of goods sold, gross profit (loss), operating expenses, operating profit (loss) and other items to total revenues in our statements of operations for the fiscal years ended October 31, 2018 and 2017:



	2018					2017
Statements of Operations Data	Amount			%		Amount			%
Revenues	$	94,943,746		100.00	%	$	100,225,143		100.00	%
Cost of Goods Sold	97,723,069			102.93	%	93,476,303			93.27	%
Gross Profit (Loss)	(2,779,323		)	(2.93	)%	6,748,840			6.73	%
Operating Expenses	2,891,093			3.05	%	2,739,770			2.73	%
Operating Profit (Loss)	(5,670,416		)	(5.97	)%	4,009,070			4.00	%
Other Income (Expense), Net	(489,008		)	(0.52	)%	(489,758		)	(0.49	)%
Net Income (Loss)	$	(6,159,424	)	(6.49	)%	$	3,519,312		3.51	%

The following table shows the sources of our revenues for the fiscal years ended October 31, 2018 and 2017.



	2018				2017
Revenue Sources	Amount		Percentage of Total Revenues		Amount		Percentage of Total Revenues
Ethanol Sales	$	72,664,310	76.53	%	$	81,765,292	81.58	%
Modified Wet Distillers Grains Sales	3,323,857		3.50	%	2,285,156		2.28	%
Dried Distillers Grains Sales	15,641,622		16.48	%	12,463,304		12.44	%
Corn Oil Sales	3,313,957		3.49	%	3,711,391		3.70	%
Total Revenues	$	94,943,746	100.00	%	$	100,225,143	100.00	%

Revenues

Ethanol

Our total revenues were lower for the fiscal year ended October 31, 2018 compared to the fiscal year ended October 31, 2017. Revenue from ethanol sales decreased by approximately 11.1% during the fiscal year ended October 31, 2018 compared to the fiscal year ended October 31, 2017 primarily due to lower ethanol prices and a decrease in gallons sold during the fiscal year ended October 31, 2018 compared to the fiscal year end October 31, 2017. The average ethanol sales price per gallon we received for the fiscal year ended October 31, 2018 was approximately 10.9% lower than the average price received for the fiscal year ended October 31, 2017. In addition, we experienced a slight decrease in the gallons of ethanol sold during the fiscal year ended October 31, 2018 compared to the fiscal year ended October 31, 2017. The gallons of ethanol we sold during the fiscal year ended October 31, 2018 decreased by less than 1% as compared to the number of gallons of ethanol sold for the fiscal year ended October 31, 2017.

Ethanol prices were lower on average during our 2018 fiscal year due to record levels of domestic production. In addition, ethanol prices were negatively affected by trade disputes with foreign governments and the institution of a tariff by China on ethanol produced in the United States resulting in decreased export demand from China.

The decrease in ethanol gallons sold for the fiscal year ended October 31, 2018, as compared to the number of gallons of ethanol we sold for the fiscal year ended October 31, 2017, was mainly due to a slight decrease in ethanol production.

In the ordinary course of business, we enter into forward contracts for our commodity purchases and sales. At October 31, 2018, we had no forward fixed price ethanol sales contracts. We recorded a loss related to ethanol based derivative instruments of approximately $81,000 for the fiscal year ended October 31, 2018. We recorded a gain related to ethanol based derivative instruments of approximately $569,000 for the fiscal year ended October 31, 2017.

Distillers Grains

Revenue from distillers grains increased by approximately 28.6% during the fiscal year ended October 31, 2018 compared to the fiscal year ended October 31, 2017, primarily due to higher distillers grains prices during the fiscal year ended October 31, 2018 compared to same period of 2017. For the fiscal year ended October 31, 2018, the average price per ton that we received for our modified distillers grains was approximately 16.2% higher than during the fiscal year ended October 31, 2017. For the fiscal year ended October 31, 2018, the average price per ton that we received for our dried distillers grains was approximately 32.4% higher than the average price we received during the fiscal year ended October 31, 2017.

Management attributes the increase in the average price we received for dried distillers grains for the fiscal year ended October 31, 2018, as compared to the fiscal year ended October 31, 2017, to price increases in the protein market that correlate to the price of soybean meal, the imposition by China of anti-dumping and anti-subsidy duties on distillers grains produced in the U.S. and trade actions by the Trump administration and foreign governments which created additional uncertainty as to future agricultural export demand from China and other countries.

The tons of dried distillers grains we sold during the fiscal year ended October 31, 2018 decreased by approximately 5% as compared to the tons of dried distillers grains we sold during the fiscal year ended October 31, 2017. The tons of modified distillers grains we sold during the fiscal year ended October 31, 2018, increased by approximately 25.1% as compared to the same period for 2017 due to an increase in the demand for our product in our area. Overall, the number of tons of distillers grains sold increased during our fiscal year ended October 31, 2018 compared to the fiscal year ended October 31, 2017 due to the increase in modified distillers grain production which has a higher moisture content.

Corn Oil

Revenue from corn oil sales decreased by approximately 10.7% for the fiscal year ended October 31, 2018, as compared to the fiscal year ended October 31, 2017, primarily due to lower corn oil prices during the fiscal year ended October 31, 2018 compared to the same period of 2017. For the fiscal year ended October 31, 2018, the average price per pound of corn oil we received was approximately 20.7% lower than during the fiscal year ended October 31, 2017 due to decreased demand from the corn oil feed market.

The pounds of corn oil we sold during the fiscal year ended October 31, 2018 increased by approximately 7.6% as compared to the pounds of corn oil we sold for the fiscal year ended October 31, 2017 due to our corn oil extraction equipment running more efficiently.

Cost of Goods Sold

Our two largest costs of production are corn (67.7% of cost of goods sold for the fiscal year ended October 31, 2018) and natural gas (5.4% of cost of goods sold for the fiscal year ended October 31, 2018). Our total cost of goods sold was approximately 4.5% more during the fiscal year ended October 31, 2018 compared to the fiscal year ended October 31, 2017 due to increased corn costs and depreciation.

Corn

Our average price per bushel of corn for the fiscal year ended October 31, 2018 increased by approximately 4.2% as compared to the fiscal year ended October 31, 2017 primarily due to increased market value for corn. We used approximately 0.6% less bushels of corn in the fiscal year ended October 31, 2018 as compared to the fiscal year ended October 31, 2017 due to a slight decrease in gallons produced.

At October 31, 2018, we had approximately 40,000 bushels of forward fixed basis corn purchase contracts and 998,000 bushels of forward fixed price corn purchase contracts valued at approximately $3,554,000 for various delivery periods through November 2020. We recorded losses related to corn derivative instruments of approximately $149,000 and gains of approximately $1,751,000 for the fiscal years ended October 31, 2018 and October 31, 2017, respectively.

Natural Gas

For the fiscal year ended October 31, 2018, we purchased approximately 1.8% less natural gas as compared to the same period of 2017. This decrease in natural gas usage is primarily due to the decrease in dried distillers grains production. Our average price per MMBTU of natural gas was approximately 4.0% lower for the fiscal year ended October 31, 2018 compared to the fiscal year ended October 31, 2017.

Natural gas prices were lower on average during our 2018 fiscal year due to an increased supply resulting primarily from a relatively mild winter during our 2018 fiscal year and our locking in prices for the majority of our natural gas requirements.

At October 31, 2018, we had approximately 2,493,000 MMBTUs of forward natural gas fixed price purchase contracts valued at approximately $6,268,000 for delivery periods through December 2020. We recorded gains related to natural gas based derivative instruments of approximately $38,000 and $11,000 for the fiscal years ended October 31, 2018 and October 31, 2017, respectively.

Operating Expenses

We had operating expenses for the fiscal year ended October 31, 2018 of $2,891,093 compared to operating expenses of $2,739,770 for the fiscal year ended October 31, 2017. Management attributes a portion of this increase in operating expenses to licenses and permit fees. We continue to pursue strategies to optimize efficiencies and maximize production. These efforts may result in a decrease in our operating expenses on a per gallon basis. However, because these expenses do not vary with the level of production at the plant, we expect our operating expenses to remain relatively steady.

Operating Loss

We had an operating loss for the fiscal year ended October 31, 2018 of $5,670,416, compared to operating profit of $4,009,070 for the fiscal year ended October 31, 2017. This decrease in our profitability for the fiscal year ended October 31, 2018, was due primarily to the decrease in the price we received for ethanol relative to the price we paid for corn.

Other Income (Expense), Net

We had total other expense for the fiscal year ended October 31, 2018 of $489,008 compared to other expense of $489,758 for the fiscal year ended October 31, 2017. Our other expense for the fiscal year ended October 31, 2018, consisted primarily of interest expense which was offset in part by income from investments.

Changes in Financial Condition for the Fiscal Years Ended October 31, 2019 and 2018

The following table highlights the changes in our financial condition for the fiscal year ended October 31, 2019 from our previous fiscal year ended October 31, 2018:



	October 31, 2019		October 31, 2018
Current Assets	$	12,604,430	$	10,850,002
Current Liabilities	10,794,082		8,026,683
Long-Term Liabilities	7,244,124		7,222,371

Current Assets. The increase in current assets at October 31, 2019 was primarily the result of increases in accounts receivable and cash and cash equivalents. These increases were partially offset by decreases in inventories and derivative instruments.

Current Liabilities. The increase in current liabilities at October 31, 2019 was primarily the result of increases in accounts payable.

Long-Term Liabilities. Long-term debt increased at October 31, 2019, as compared to October 31, 2018, primarily due to increased borrowings on our Term Revolving Loan.

Liquidity and Capital Resources

Our primary sources of liquidity are our Term Revolving Loan and cash generated from operations. Based on financial forecasts performed by our management, we anticipate that we will have sufficient cash on hand, cash from our current credit facilities, and cash from our operations to continue to operate the ethanol plant at capacity for the next 12 months. We do not currently anticipate seeking additional equity or debt financing in the near term. However, high corn prices significantly increase our cost of goods sold. If increases in cost of goods sold are not offset by corresponding increases in the prices we receive from the sale of our products, these increases in cost of goods sold can have a significant negative impact on our financial performance. If we experience unfavorable operating conditions in the ethanol industry that prevent us from profitably operating the ethanol plant, we could have difficulty maintaining our liquidity and we may have to secure additional debt or equity financing for working capital or other purposes. We do not currently anticipate that we will need to secure additional capital resources for any other significant purchases of property and equipment in the next 12 months.

The following table shows cash flows for the fiscal years ended October 31, 2019 and 2018:



	October 31, 2019			October 31, 2018

Net cash provided by operating activities	$	2,957,651		$	4,393,981
Net cash used in investing activities	(1,709,039		)	(2,274,830		)
Net cash used in financing activities	(40,200		)	(2,426,658		)

Cash Flow From Operations

We experienced a decrease in our cash provided by operating activities for the fiscal year ended October 31, 2019, as compared to the fiscal year ended October 31, 2018. This decrease was primarily due to an increase in our net loss during the fiscal year ended October 31, 2019.

Cash Flow From Investing Activities

We used less cash for investing activities during the fiscal year ended October 31, 2019 as compared to the fiscal year ended October 31, 2018. This change was primarily due to a decrease in capital expenditures during the fiscal year ended October 31, 2019.

Cash Flow From Financing Activities

We used less cash for financing activities during the fiscal year ended October 31, 2019, as compared to the fiscal year ended October 31, 2018. This decrease was primarily a result of increased borrowings on long-term debt and a decrease in the amount we paid towards the principal balance on our loan and decreased distributions to members during the fiscal year ended October 31, 2019, as compared to the fiscal year ended October 31, 2018.

The following table shows cash flows for the fiscal years ended October 31, 2018 and 2017:



	October 31, 2018			October 31, 2017

Net cash provided by operating activities	$	4,393,981		$	12,450,713
Net cash used in investing activities	(2,274,830		)	(5,119,398		)
Net cash used in financing activities	(2,426,658		)	(8,722,906		)

Cash Flow From Operations

We experienced a decrease in our cash provided by operating activities for the fiscal year ended October 31, 2018, as compared to the fiscal year ended October 31, 2017. This decrease was primarily due to a decrease in our net income during the fiscal year ended October 31, 2018.

Cash Flow From Investing Activities

We used less cash for investing activities during the fiscal year ended October 31, 2018 as compared to the fiscal year ended October 31, 2017. This change was primarily due to a decrease in capital expenditures during the fiscal year ended October 31, 2018.

Cash Flow From Financing Activities

We used less cash for financing activities during the fiscal year ended October 31, 2018, as compared to the fiscal year ended October 31, 2017. This decrease was primarily a result of increased borrowings on long-term debt, a decrease in the amount we paid towards the principal balance on our loan and decreased member unit repurchases during the fiscal year ended October 31, 2018, as compared to the fiscal year ended October 31, 2017.

Short-Term and Long-Term Debt Sources

On January 22, 2016, we entered into a Second Amended and Restated Credit Agreement with Compeer Financial f/k/a AgStar Financial Services, PCA ("Compeer"). In connection therewith, as of the same date, we executed a Second Amended and Restated Term Notes, Second Amended and Restated Term Revolving Notes, an Amended and Restated Security Agreement and a Second Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Fixture Financing Statement. The Second Amended and Restated Credit Agreement decreased the Variable Rate Term Loan to $15,000,000, increased the Term Revolving Loan to $15,000,000 and eliminated the Revolving Line of Credit. Effective April 20, 2018, we executed a First Amendment to Second Amended and Restated Credit Agreement with Compeer which increased the availability under the Term Revolving Loan to $20,000,000. In connection therewith, as of the same date, we executed a Third Amended and Restated Term Revolving Note and a Third Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Fixture Financing Statement. Subsequent to our fiscal year end, on December 17, 2019, Compeer waived our violation at October 31, 2019, of the minimum debt service coverage ratio set forth in the Second Amended and Restated Credit Agreement.

Variable Rate Term Loan

The Variable Rate Term Loan is for $15,000,000 with a variable interest rate based on the 30-day LIBOR rate plus 325 basis points with no minimum interest rate. The applicable interest rate at October 31, 2019 was 5.30%. Monthly principal payments are due on the Term Loan of approximately $250,000 plus accrued interest. Payments are based upon a five year amortization. Payments of all amounts outstanding are due on January 22, 2021. The outstanding balance on this note was $3,500,000 at October 31, 2019. We may convert the Term Loan to a fixed rate loan, subject to certain conditions as described in the Second Amended and Restated Credit Agreement and with the consent of Compeer.

Term Revolving Loan

The Term Revolving Loan is for up to $20,000,000 with a variable interest rate that is based on the 30-day LIBOR rate plus 325 basis points with no minimum interest rate. The applicable interest rate at October 31, 2019 was 5.30%. The Term Revolving Loan may be advanced, repaid and re-borrowed during the term. Monthly interest payments are due on the Term Revolving Loan with payment of all amounts outstanding due on January 22, 2023. The outstanding balance on this note was $6,499,000 at October 31, 2019. We are also required to pay unused commitment fees for the Term Revolving Loan as defined in the Second Amended and Restated Credit Agreement.

Covenants and other Miscellaneous Financing Agreement Terms

The loan facility with Compeer is secured by substantially all business assets. We executed a mortgage in favor of Compeer creating a first lien on our real estate and plant and a security interest in all personal property located on the premises and assigned in favor of Compeer, all rents and leases to our property, our marketing contracts, our risk management services contract, and our natural gas, electricity, water service and grain procurement agreements.

We are also subject to various financial and non-financial covenants that limit distributions and debt and require minimum debt service coverage, tangible net worth, and working capital requirements. Our debt service coverage ratio is to be no less than 1.25:1.00 measured annually by comparing our adjusted EBITDA to our scheduled payments of principal and interest. Our minimum working capital is $8,250,000, which is calculated as current assets plus the amount available for drawing under our Term Revolving Loan and undrawn amounts on outstanding letters of credit, less current liabilities, and is measured quarterly.

We are limited to annual capital expenditures of $5,000,000 without prior approval, incurring additional debt over certain amounts without prior approval, and making additional investments as described in the Amended and Restated Credit Agreement without prior approval. We are allowed to make cash distributions to members as frequently as monthly in an amount equal to 75% of net income if working capital is greater than or equal to $8,250,000, or 100% of net income if working capital is greater than or equal to $11,000,000, or an unlimited amount if working capital is greater than or equal to $11,000,000 and there is no outstanding balance on the Term Loan.

Presently, we are meeting our liquidity needs and complying with our financial covenants and the other terms of our loan agreements with Compeer except as to our violation, at October 31, 2019, of the minimum debt service coverage ratio requirement of 1.25:1.00 which was waived by Compeer on December 17, 2019. We will continue to work with Compeer to try to ensure that the terms of our loan agreements are met going forward. However, we cannot provide any assurance that our actions will result in sustained profitable operations or that we will not be in violation of our loan covenants or in default on our principal payments in the future. Should unfavorable market conditions result in our violation of the terms or covenants of our loan and we fail to obtain a waiver of any such term or covenant, Compeer could deem us in default of our loans and require us to immediately repay a significant portion or possibly the entire outstanding balance of our loans. In the event of a default, Compeer could also elect to proceed with a foreclosure action on our plant.

Contractual Cash Obligations

In addition to our long-term debt obligations, we have certain other contractual cash obligations and commitments. The following tables provide information regarding our contractual obligations and approximate commitments as of October 31, 2019:



	Payment Due by Period
	Total		Less than One Year		One to Three Years		Three to Five Years		After Five Years
Long-Term Debt Obligations	$	9,999,000	$	2,750,000	$	750,000	$	6,499,000	—
Operating Lease Obligations	786,240		168,480		336,960		280,800		—
Purchase Obligations	8,510,005		5,753,360		2,756,645		—		—
Total Contractual Obligations	$	19,295,245	$	8,671,840	$	3,843,605	$	6,779,800	$	—

Critical Accounting Estimates

Management uses various 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. Accounting estimates that are the most important to the presentation of our results of operations and financial condition, and which require the greatest use of judgment by management, are designated as our critical accounting estimates. We have the following critical accounting estimates:

Long-Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment testing for assets requires various estimates and assumptions, including an allocation of cash flows to those assets and, if required, an estimate of the fair value of those assets. Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management's assumptions, which do not reflect unanticipated events and circumstances that may occur. Given the significant assumptions required and the possibility that actual conditions will differ, we consider the assessment of carrying value of property and equipment to be a critical accounting estimate.

Inventory Valuation

We value our inventory at lower of cost or net realizable value. Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management's assumptions which do not reflect unanticipated events and circumstances that may occur. In our analysis, we consider corn costs and ethanol prices, break-even points for our plant and our risk management strategies in place through our derivative instruments. Given the significant assumptions required and the possibility that actual conditions will differ, we consider the valuation of the lower of cost or net realizable value on inventory to be a critical accounting estimate.

Derivatives

We are exposed to market risks from changes in interest rates, corn, natural gas, and ethanol prices. We may seek to minimize these commodity price fluctuation risks through the use of derivative instruments. In the event we utilize derivative instruments, we will attempt to link these instruments to financing plans, sales plans, market developments, and pricing activities. Such instruments in and of themselves can result in additional costs due to unexpected directional price movements.

We have entered into ethanol, corn and natural gas derivatives in order to protect cash flows from fluctuations caused by volatility in commodity prices. In practice, as markets move, we actively attempt to manage our risk and adjust hedging strategies as appropriate. We do not use hedge accounting which would match the gain or loss on our hedge positions to the specific commodity contracts being hedged. Instead, we use fair value accounting for our hedge positions, which means that as the current market price of our hedge position changes, the gains and losses are immediately recognized in our cost of goods sold. The immediate recognition of hedging gains and losses under fair value accounting can cause net income (loss) 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 October 31, 2019, the fair values of our commodity-based derivative instruments are a net liability of $651,818. As the prices of the hedged commodity moves in reaction to market trends and information, our statement of operations will be affected depending on the impact such market movements have on the value of our derivative instruments. Depending on market movements, crop prospects and weather, these price protection positions may cause immediate adverse effects, but are expected to protect the Company over the term of the contracts for the hedged amounts.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of market fluctuations associated with interest rates and commodity prices as discussed below. We have no exposure to foreign currency risk as all of our business is conducted in U.S. Dollars. We use derivative financial instruments as part of an overall strategy to manage market risk. We may use cash, futures and option contracts to hedge changes to the commodity prices of corn and natural gas. 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.

Interest Rate Risk

We are exposed to market risk from changes in interest rates. Exposure to interest rate risk results primarily from our Variable Rate Term Loan and our Term Revolving Loan, each bearing a variable interest rate. As of October 31, 2019, we had $3,500,000 outstanding on the Variable Term Loan and $6,499,000 outstanding on the Term Revolving Loan. Interest will accrue at the 30-day LIBOR rate plus 325 basis points. The applicable interest rate on these loans at October 31, 2019 was 5.30%. If we were to experience a 10% adverse change in LIBOR, the annual effect such change would have on our statement of operations, based on the amount we had outstanding on our Term Loan and Term Revolving Loan at October 31, 2019, would be approximately $53,000.

The specifics of each note are discussed in greater detail in “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

Commodity Price Risk

We expect to be exposed to market risk from changes in commodity prices. Exposure to commodity price risk results from our dependence on corn and natural gas in the ethanol production process and the sale of ethanol, distillers grains and corn oil. We may seek to minimize the risks from fluctuations in the prices of raw material inputs through the use of corn commodity-based and natural gas derivatives. These derivatives are not designated as effective hedges for accounting purposes. For derivative instruments that are not accounted for as hedges, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. Corn and natural gas derivative changes in fair market value are included in costs of goods sold.

In the ordinary course of business, we enter into forward contracts for our commodity purchases. At October 31, 2019, we have approximately 190,000 bushels of forward fixed basis corn contracts and 453,000 bushels of forward fixed price corn contracts valued at approximately $1,725,000. These purchase contracts are for various delivery periods through July 2021. At October 31, 2019, we have approximately 2,968,000 MMBTUs of forward natural gas fixed price purchase contracts valued at approximately $7,497,000 for delivery periods through March 2021. In addition, at October 31, 2019, we have approximately 101,000 gallons of forward fixed price denaturant purchase contracts valued at approximately $137,000 for delivery periods through December 2019.

In the ordinary course of business, we enter into forward contracts for our commodity sales. At October 31, 2019 we have no forward fixed price ethanol sales contracts. At October 31, 2019, we have approximately 8,800 tons of forward fixed price dried distillers grains sales contracts valued at approximately $1,177,000 for delivery periods through January 2020. At October 31, 2019, we have approximately 29,600 tons of forward fixed price modified distillers grains sales contracts valued at approximately $2,226,000 for delivery periods through July 2020. In addition, at October 31, 2019, we have approximately 1,056,000 pounds of forward fixed price corn oil sales contracts valued at approximately $248,000 for delivery periods through November 2019.

We recorded losses due to changes in the fair value of our outstanding corn derivative positions for the fiscal years ended October 31, 2019 and 2018 of approximately $835,000 and $149,000, respectively. For the fiscal years ended October 31, 2019 and 2018, we recorded losses due to changes in the fair value of our outstanding ethanol derivative positions of approximately $240,000 and $81,000, respectively. For the fiscal years ended October 31, 2019 and 2018, we recorded gains due to the change in fair value of our outstanding natural gas derivative positions of approximately $22,000 and $38,000, respectively.

As commodity prices move in reaction to market trends and information, our income statement will be affected depending on the impact such market movements have on the value of our derivative instruments. Depending on market movements, crop prospects and weather, these price protection positions may cause immediate adverse effects, but are expected to produce long-term positive growth for us.

A sensitivity analysis has been prepared to estimate our exposure to ethanol, distillers grains, corn and natural gas price risk. Market risk 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 and distillers grains prices as of October 31, 2019 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 October 31, 2019. The results of this analysis, which may differ from actual results, are approximately as follows:



	Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)	Unit of Measure	Hypothetical Adverse Change in Price as of 10/31/19		Approximate Adverse Change to Income
Natural Gas	1,591,950	MMBTU	10	%		$	543,000
Ethanol	66,056,000	Gallons	10	%		$	8,257,000
Corn	22,621,918	Bushels	10	%		$	7,488,000
DDGs	131,207	Tons	10	%		$	1,728,000

For comparison purposes, the results of our sensitivity analysis for October 31, 2018, were as follows:



	Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)	Unit of Measure	Hypothetical Adverse Change in Price as of 10/31/18		Approximate Adverse Change to Income
Natural Gas	1,443,173	MMBTU	10	%		$	470,000
Ethanol	59,500,000	Gallons	10	%		$	6,783,000
Corn	20,517,241	Bushels	10	%		$	6,689,000
DDGs	139,415	Tons	10	%		$	1,812,000

Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members and the Board of Governors of Highwater Ethanol, LLC

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Highwater Ethanol, LLC (the Company) as of October 31, 2019 and 2018, the related statements of operations, changes in members’ equity and cash flows for each of the three years in the period ended October 31, 2019, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ RSM US LLP

We have served as the Company's auditor since 2013.

Sioux Falls, South Dakota

January 23, 2020

Table of Contents

HIGHWATER ETHANOL, LLC

Balance Sheets



ASSETS	October 31, 2019			October 31, 2018

Current Assets
Cash and cash equivalents	$	1,639,114		$	430,702
Derivative instruments	469,740			942,885
Accounts receivable	2,961,977			1,316,129
Inventories	7,367,356			8,068,691
Prepaids and other	166,243			91,595
Total current assets	12,604,430			10,850,002

Property and Equipment
Land and land improvements	12,836,332			12,647,512
Buildings	38,818,532			38,818,532
Office equipment	1,151,330			1,151,330
Plant and process equipment	78,050,785			76,467,906
Vehicles	123,779			74,094
Construction in progress	278,333			445,455
	131,259,091			129,604,829
Less accumulated depreciation	(72,784,587		)	(63,874,604		)
Net property and equipment	58,474,504			65,730,225

Other Assets
Investments	2,752,266			2,775,257
Deposits	191,457			191,457
Total other assets	2,943,723			2,966,714

Total Assets	$	74,022,657		$	79,546,941



LIABILITIES AND MEMBERS' EQUITY	October 31, 2019		October 31, 2018

Current Liabilities
Accounts payable	$	6,908,305	$	4,149,907
Accrued expenses	1,156,038		1,161,340
Current maturities of long-term debt	2,729,739		2,715,436
Total current liabilities	10,794,082		8,026,683

Long-Term Debt	7,244,124		7,222,371

Commitments and Contingencies (Note 11)

Members' Equity
Members' equity, 4,807 and 4,812 units outstanding, respectively	55,984,451		64,297,887
Total Liabilities and Members’ Equity	$	74,022,657	$	79,546,941

Notes to Financial Statements are an integral part of this Statement.

HIGHWATER ETHANOL, LLC

Statements of Operations



	Fiscal Year Ended			Fiscal Year Ended			Fiscal Year Ended
	October 31, 2019			October 31, 2018			October 31, 2017

Revenues	$	97,249,109		$	94,943,746		$	100,225,143

Cost of Goods Sold	101,759,731			97,723,069			93,476,303

Gross Profit (Loss)	(4,510,622		)	(2,779,323		)	6,748,840

Operating Expenses	3,200,285			2,891,093			2,739,770

Operating Profit (Loss)	(7,710,907		)	(5,670,416		)	4,009,070

Other Income (Expense)
Interest income	8,720			3,173			1,389
Other income	181,172			66,091			111,945
Interest expense	(872,491		)	(713,386		)	(700,493		)
Income from equity method investments	119,270			155,114			97,401
Total other expense, net	(563,329		)	(489,008		)	(489,758		)

Net Income (Loss)	$	(8,274,236	)	$	(6,159,424	)	$	3,519,312

Weighted Average Units Outstanding	4,809			4,814			4,834
Net Income (Loss) Per Unit	$	(1,720.57	)	$	(1,279.48	)	$	728.03
Distributions Per Unit	$	—		$	345		$	345

Notes to Financial Statements are an integral part of this Statement.

HIGHWATER ETHANOL, LLC

Statements of Changes in Members' Equity



	Members' Equity

Balance - October 31, 2016	70,852,397

Net income	3,519,312

Member distributions	(1,687,740	)

Member unit repurchase, 78.5 units	(550,000	)

Balance - October 31, 2017	72,133,969

Net loss	(6,159,424	)

Member distributions	(1,660,658	)

Member unit repurchase, 2 units	(16,000	)

Balance - October 31, 2018	64,297,887

Net loss	(8,274,236	)

Member unit repurchase, 5 units	(39,200	)

Balance - October 31, 2019	55,984,451

Notes to Financial Statements are an integral part of this Statement.

HIGHWATER ETHANOL, LLC

Statements of Cash Flows



	Fiscal Year Ended			Fiscal Year Ended			Fiscal Year Ended
	October 31, 2019			October 31, 2018			October 31, 2017

Cash Flows from Operating Activities
Net income (loss)	$	(8,274,236	)	$	(6,159,424	)	$	3,519,312
Adjustments to reconcile net income (loss) to net cash provided by operations
Depreciation and amortization	8,947,039			8,649,702			8,114,306
Distributions in excess of earnings from equity method investments	272,049			232,353			244,183
Gain on sale of asset	—			—			(11,793		)
Non-cash patronage income	(249,058		)	(365,854		)	(192,094		)
Change in working capital components
Accounts receivable	(1,645,848		)	1,522,025			1,301,533
Inventories	701,335			(687,985		)	(421,803		)
Derivative instruments	473,146			(142,686		)	(259,913		)
Prepaids and other	(74,648		)	(1,462		)	(32,152		)
Accounts payable	2,813,174			1,361,072			28,171
Accrued expenses	(5,302		)	(13,760		)	160,963
Net cash provided by operating activities	2,957,651			4,393,981			12,450,713

Cash Flows from Investing Activities
Capital expenditures	(1,709,039		)	(2,274,830		)	(5,137,921		)
Proceeds from sale of asset	—			—			18,523
Net cash used in investing activities	(1,709,039		)	(2,274,830		)	(5,119,398		)

Cash Flows from Financing Activities
Payments on long-term debt	(14,001,000		)	(3,250,000		)	(6,485,166		)
Advances on long-term debt	14,000,000			2,500,000			—
Member unit repurchases	(39,200		)	(16,000		)	(550,000		)
Member distributions	—			(1,660,658		)	(1,687,740		)
Net cash used in financing activities	(40,200		)	(2,426,658		)	(8,722,906		)

Net Increase (decrease) in Cash and Cash Equivalents	1,208,412			(307,507		)	(1,391,591		)

Cash and cash equivalents – Beginning of Period	430,702			738,209			2,129,800

Cash and cash equivalents – End of Period	$	1,639,114		$	430,702		$	738,209

Supplemental Cash Flow Information
Cash paid for interest expense	$	761,920		$	568,345		$	585,348

Supplemental Disclosure of Noncash Financing and Investing Activities
Capital expenditures included in accounts payable	$	13,214		$	67,990		$	44,216

Notes to Financial Statements are an integral part of this Statement.

HIGHWATER ETHANOL, LLC

Notes to Financial Statements

October 31, 2019 and 2018

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Highwater Ethanol, LLC, (a Minnesota Limited Liability Company) operates a 50 million gallon per year nameplate ethanol plant in Lamberton, Minnesota. The Company produces and sells fuel ethanol and co-products of the fuel ethanol production process, in the continental United States.

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The Company uses estimates and assumptions in accounting for significant matters, among others, the carrying value of property and equipment and related impairment testing, inventory valuation, and derivative instruments. Actual results could differ from those estimates and such differences may be material to the financial statements. The Company periodically reviews estimates and assumptions and the effects of revisions are reflected in the period in which the revision is made.

Revenue Recognition

Effective November 1, 2018, the Company adopted the new guidance required by ASU No. 2014-09 as issued by the FASB, using the modified retrospective approach. ASC Topic 606, Revenue from Contracts with Customers, further details the Company’s requirement to recognize revenue of transferred goods or services to customers in an amount which is expected to be received in exchange for those goods or services. Five steps were required as part of the new guidance: 1. Identify the contract 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligation 5. Recognize revenue when each performance obligation is satisfied. The adoption of this new guidance did not result in any material changes to our revenue recognition.

The Company generally sells ethanol and related products pursuant to marketing agreements. The Company’s products are shipped FOB shipping point. Upon adoption of ASC Topic 606, the Company recognizes revenue when control of goods is transferred, which is consistent with the Company's previous policy where revenues were recognized when the customer has taken title and has assumed the risks and rewards of ownership, prices are fixed or determinable and collectability is reasonably assured. For ethanol sales, control transfers when loaded into the rail car and for distiller’s grains when the loaded rail cars leave the plant facility.

In accordance with the Company’s agreements for the marketing and sale of ethanol and related products, marketing fees and freight due to the marketers are deducted from the gross sales price at the time incurred. Revenue is recorded net of these marketing fees and freight as they do not provide an identifiable benefit that is sufficiently separable from the sale of ethanol and related products.

The following is a description of principal activities from which we generate revenue. Revenues from contracts with customers are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services.


•	ethanol sales


•	modified distillers grains sales


•	dried distillers grains sales


•	corn oil sales

Disaggregation of revenue:

All revenue recognized in the income statement is considered to be revenue from contracts with customers. The following table depicts the disaggregation of revenue according to product line for the fiscal years ended October 31, 2019, and 2018:

HIGHWATER ETHANOL, LLC

Notes to Financial Statements

October 31, 2019 and 2018



	Fiscal Year Ended October 31, 2019		Fiscal Year Ended October 31, 2018
Revenue Sources	Amount		Amount

Ethanol Sales	$	75,541,437	$	72,664,310
Modified Distillers Grains Sales	3,874,384		3,323,857
Dried Distillers Grains Sales	14,700,718		15,641,622
Corn Oil Sales	3,132,570		3,313,957
Total Revenues	$	97,249,109	$	94,943,746

Contract assets and contract liabilities:

The following table provides information about receivables and contract liabilities from contracts with customers:



	October 31, 2019		October 31, 2018

Accounts receivable	$	2,643,352	$	1,061,970
Short term contract liabilities	4,947		—

The Company receives payments from customers based upon contractual billing schedules; accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities include payments received in advance of performance under the contract, and are realized with the associated revenue recognized under the contract.

Shipping Costs

Shipping costs incurred by the Company in the sale of ethanol, dried distillers grains and corn oil are not specifically identifiable and as a result, revenue from the sale of those products is recorded based on the net selling price reported to the Company from the marketer.

Cash and Cash Equivalents

The Company maintains its accounts primarily at one financial institution. The cash balances regularly exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any historical losses related to their concentration.

Derivative Instruments

Derivatives are recognized in the balance sheets and the measurement of these instruments are at fair value. In order for a derivative to qualify as a hedge, specific criteria must be met and appropriate documentation maintained. Gains and losses from derivatives that do not qualify as hedges, or are undesignated, must be recognized immediately in earnings. If the derivative does qualify as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will be either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings.

Contracts are evaluated to determine whether the contracts are derivatives. Certain contracts that literally meet the definition of a derivative may be exempted 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 accounting as derivatives, therefore, are not marked to market in our financial statements.

HIGHWATER ETHANOL, LLC

Notes to Financial Statements

October 31, 2019 and 2018

The Company entered into corn commodity-based and natural gas derivatives in order to protect cash flows from fluctuations caused by volatility in prices. These derivatives are not designated as effective hedges for accounting purposes. For derivative instruments that are not accounted for as hedges, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. Corn and natural gas derivative changes in fair market value are included in costs of goods sold.

Accounts Receivable

Credit terms are extended to customers in the normal course of business. The Company routinely monitors accounts receivable and customer balances are generally kept current at 30 days or less. The Company generally requires no collateral.

Accounts receivable are recorded at their estimated net realizable value. Accounts are considered past due if payment is not made on a timely basis in accordance with the Company’s credit terms. Accounts considered uncollectible are written off. The Company’s estimate of the allowance for doubtful accounts is based on historical experience, its evaluation of the current status of receivables, and unusual circumstances, if any. At October 31, 2019 and 2018, the Company has determined that amounts are collectible and an allowance was not considered necessary.

Inventories

Inventories consist of raw materials, supplies, work in process and finished goods. Raw materials and supplies are stated at the lower of cost (first-in, first-out method) or net realizable value. Work in process and finished goods are stated at the lower of average cost or net realizable value.

Property and Equipment

Property and equipment is stated at cost. Depreciation is provided over an estimated useful life by use of the straight line method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized.

Depreciation is computed using the straight-line method over the following estimated useful lives:



	Minimum Years	Maximum Years
Land improvements	15	20
Buildings	10	20
Office equipment	5	5
Plant and process equipment	10	20
Vehicles	7	7

Carrying Value of Long-Lived Assets

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset group to the carrying value of the asset group. If the carrying value of the long-lived asset group is not recoverable on an undiscounted cash flow basis, 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.

In accordance with the Company’s policy for evaluating impairment of long-lived assets described above, when a triggering event occurs management evaluates the recoverability of the facilities based on projected future cash flows from operations over the facilities’ estimated useful lives. In determining the projected future undiscounted cash flows, the Company makes significant assumptions concerning the future viability of the ethanol industry, the future price of corn in relation to the future price of ethanol and the overall demand in relation to production and supply capacity. The Company has not recorded any impairment as of October 31, 2019 and 2018.

HIGHWATER ETHANOL, LLC

Notes to Financial Statements

October 31, 2019 and 2018

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable, and other working capital items approximate fair value at October 31, 2019 and 2018 due to the short maturity nature of these instruments (Level 2).

Commodities contracts are carried at fair value, based on dealer quotes and live trading levels (Note 5).

The Company believes the carrying amount of the long-term debt approximates fair value due to a significant portion of total indebtedness containing variable interest rates and this rate is a market interest rate for these borrowings (Level 2).

Equity Method Investments

The Company has a 5.55% investment interest in an unlisted company, Renewable Fuels Marketing Group, LLC (RPMG), which markets the Company’s ethanol. The Company also has a 7% ownership interest in Lawrenceville Tank, LLC (LT), which owns and operates a trans load/tank facility near Atlanta, Georgia. These investments are flow-through entities and are being accounted for by the equity method of accounting under which the Company’s share of net income is recognized as income in the Company’s statements of operations and added to the investment account. Distributions or dividends received from the investments are treated as a reduction of the investment account. The Company consistently follows the practice of recognizing the net income based on a one month lag. Therefore, net income related to RPMG and LT is reported in the Company’s statements of operations for the years ended October 31, 2019, 2018 and 2017 based on their results of operations for the twelve month periods ended September 30, 2019, 2018 and 2017.

Net Income (Loss) per Unit

Basic net income (loss) per unit is computed by dividing net income (loss) by the weighted average number of members’ units outstanding during the period. Diluted net income (loss) per unit is computed by dividing net income (loss) 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, for all periods presented, the Company’s basic and diluted net income (loss) per unit are the same.

Income Taxes

The Company is treated as a partnership for federal and state income tax purposes and generally does not incur income taxes. Instead, their income or losses are included in the income tax returns of the members. Accordingly, no provision or liability for federal or state income taxes has been included in these financial statements.

The Company recognizes and measures tax benefits when realization of the benefits is uncertain under a two-step approach. The first step is to determine whether the benefit meets the more-likely-than-not condition for recognition and the second step is to determine the amount to be recognized based on the cumulative probability that exceeds 50%. The Company has not recognized any liability for unrecognized tax benefits and has not identified any uncertain tax positions.

The Company files income tax returns in the U.S. federal and Minnesota state jurisdictions. The Company is no longer subject to U.S. federal and state income tax examinations by tax authorities beyond three years.

Railcar Damages Accrual

In accordance with the railcar lease agreements, the Company is required to pay for damages considered to be in excess of normal wear and tear at the termination of the lease. The Company accrues the estimated cost for railcar damages over the term of the lease.

Environmental Liabilities

The Company’s operations are subject to environmental laws and regulations adopted by various governmental entities in the jurisdiction in which it operates. These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its location. Accordingly, the Company has adopted policies, practices, and procedures in the areas of pollution

HIGHWATER ETHANOL, LLC

Notes to Financial Statements

October 31, 2019 and 2018

control, occupational health, and the production, handling, storage, and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability, which could result from such events. Environmental liabilities are recorded when the liability is probable and the costs can be reasonably estimated.

Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker or decision making group in deciding how to allocate resources and in assessing performance. The Company has determined that it has one reportable business segment, the manufacture and marketing of fuel-grade ethanol and the co-products of the ethanol production process. The Company's chief operating decision maker reviews financial information of the Company as a whole for purposes of assessing financial performance and making operating decisions. Accordingly, the Company considers itself to be operating in a single industry segment.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires lessees to recognize a lease liability and a right-to-use asset for all leases, including operating leases, with a term greater than twelve months on its balance sheet. This ASU is effective in annual and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted, and requires a modified retrospective transition method. The Company has evaluated the impact that this new guidance will have on the Financial Statements. As a result, the Company will recognize right-of-use assets of approximately $2,100,000 as of November 1, 2019 using the modified cumulative-effect adjustment transition method.

2. UNCERTAINTIES

The Company derives substantially all of its revenues from the sale of ethanol, distillers grains and corn oil. These products are commodities and the market prices for these products display substantial volatility and are subject to a number of factors which are beyond the control of the Company. The Company’s most significant manufacturing inputs are corn and natural gas. The price of these commodities is also subject to substantial volatility and uncontrollable market factors. In addition, these input costs do not necessarily fluctuate with the market prices for ethanol and distillers grains. As a result, the Company is subject to significant risk that its operating margins can be reduced or eliminated due to the relative movements in the market prices of its products and major manufacturing inputs. As a result, market fluctuations in the price of or demand for these commodities can have a significant adverse effect on the Company’s operations, profitability, and availability of cash flows to make loan payments and maintain compliance with the loan agreement.

3. INVENTORIES

Inventories consisted of the following at:



	October 31, 2019		October 31, 2018

Raw materials	$	2,801,255	$	2,339,767
Spare parts and supplies	3,384,360		3,118,195
Work in process	743,850		752,454
Finished goods	437,891		1,858,275
Total	$	7,367,356	$	8,068,691

The Company recorded a lower of cost or net realizable value write-down on inventory of approximately $21,000 and $239,000 for the fiscal years ended October 31, 2019 and 2018, respectively.

4. DERIVATIVE INSTRUMENTS

As of October 31, 2019, the Company had entered into corn, ethanol and natural gas derivative instruments, which are required to be recorded as either assets or liabilities at fair value in the balance sheet. The Company uses these instruments to manage risks from changes in market rates and prices. Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the derivative instrument and the related change in value of the underlying hedged item. The Company

HIGHWATER ETHANOL, LLC

Notes to Financial Statements

October 31, 2019 and 2018

may designate the hedging instruments based upon the exposure being hedged as a fair value hedge, a cash flow hedge or a hedge against foreign currency exposure. The derivative instruments outstanding at October 31, 2019 are not designated as effective hedges for accounting purposes.

Commodity Contracts

Management expects all open positions outstanding as of October 31, 2019 to be realized within the next twelve months.

The following tables provide details regarding the Company's derivative instruments at October 31:



Instrument	Balance Sheet location
		2019			2018

Corn, natural gas and ethanol contracts
In gain position		$	124,069		$	—
In loss position		(775,887		)	(2,280,280		)
Deposits with broker		1,121,558			3,223,165
	Current assets	$	469,740		$	942,885

The following tables provide details regarding the gains (losses) from the Company's derivative instruments in the statements of operations, none of which are designated as hedging instruments:



	Statement of	Year Ended October 31
	Operations location	2019		2018		2017
Ethanol contracts	Revenues	(240,284	)	(81,032	)	568,715
Corn contracts	Cost of goods sold	(835,456	)	(149,323	)	1,751,018
Natural gas contracts	Cost of goods sold	21,833		38,137		11,267

5. FAIR VALUE MEASUREMENTS

Various inputs are considered when determining the value of financial instruments. The inputs or methodologies used for valuing financial instruments are not necessarily an indication of the risk associated with investing in these instruments. These inputs are summarized in the three broad levels listed below:


•	Level 1 inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.


•	Level 2 inputs include the following:


◦	Quoted prices in active markets for similar assets or liabilities.


◦	Quoted prices in markets that are not active for identical or similar assets or liabilities.


◦	Inputs other than quoted prices that are observable for the asset or liability.


◦	Inputs that are derived primarily from or corroborated by observable market data by correlation or other means.


•	Level 3 inputs are unobservable inputs for the asset or liability.

The following table provides information on those assets (liabilities) measured at fair value on a recurring basis.



	Fair Value as of			Fair Value Measurement Using
	October 31, 2019			Level 1			Level 2			Level 3
Derivative instrument - commodities
In gain position	$	124,069		$	4,538		$	119,531		$	—
In loss position	$	(775,887	)	$	(4,375	)	$	(771,512	)	$	—

HIGHWATER ETHANOL, LLC

Notes to Financial Statements

October 31, 2019 and 2018



	Fair Value as of			Fair Value Measurement Using
	October 31, 2018			Level 1			Level 2			Level 3
Derivative instrument - commodities
In gain position	$	—		$	—		$	—		$	—
In loss position	$	(2,280,280	)	$	(37,485	)	$	(2,242,795	)	$	—

The Company determines the fair value of the commodities contracts by obtaining the fair value measurements from an independent pricing service based on dealer quotes and live trading levels from the Chicago Board of Trade.

6. INVESTMENT IN RPMG

The financial statements of RPMG are summarized as of and for the years ended September 30 as follows:



	September 30, 2019		September 30, 2018

Current assets	$	181,920,147	$	165,666,359
Other assets	876,852		1,068,488
Current liabilities	152,492,824		135,448,249
Long-term liabilities	14,000		31,000
Members' equity	30,290,175		31,255,598
Revenue	3,244,543,605		3,070,802,183
Net income	1,677,577		2,099,285

7. DEBT FINANCING

Long-term debt consists of the following at:



	October 31, 2019			October 31, 2018
Variable Rate Term Loan (Compeer)	$	3,500,000		$	6,500,000

Term Revolving Loan (Compeer)	6,499,000			3,500,000

Total	9,999,000			10,000,000

Less debt issuance costs	(25,137		)	(62,193		)

Less amounts due within one year	(2,729,739		)	(2,715,436		)

Net long-term debt	$	7,244,124		$	7,222,371

Bank Financing

On January 22, 2016, the Company entered into a Second Amended and Restated Credit Agreement with Compeer, as administrative agent for several financial institutions which amended the Amended and Restated Credit Agreement dated September 22, 2014. The Second Amended and Restated Credit Agreement decreased the Term Loan to $15,000,000, increased the Term Revolving Loan to $15,000,000 and eliminated the Revolving Line of Credit. Effective April 20, 2018, the Company executed a First Amendment to Second Amended and Restated Credit Agreement with Compeer which increased the availability under the Term Revolving Loan to $20,000,000.

HIGHWATER ETHANOL, LLC

Notes to Financial Statements

October 31, 2019 and 2018

Variable Rate Term Loan

The Variable Rate Term Loan is for $15,000,000 with a variable interest rate based on the greater of the 30-day LIBOR rate plus 325 basis points with no minimum interest rate. The applicable interest rate at October 31, 2019 was 5.30%. Monthly principal payments are due on the Term Loan of approximately $250,000 plus accrued interest. Payments of all amounts outstanding are due on January 22, 2021. The outstanding balance on this note was $3,500,000 at October 31, 2019. The Company may convert the Term Loan to a fixed rate loan, subject to certain conditions as described in the Amended and Restated Credit Agreement and with the consent of Compeer.

Term Revolving Loan

The Term Revolving Loan was for up to $15,000,000 with a variable interest rate that is based on the 30-day LIBOR rate plus 325 basis points with no minimum interest rate. The applicable interest rate at October 31, 2019 was 5.30%. Effective April 20, 2018, the availability under the Term Revolving Loan was increased to $20,000,000. The Term Revolving Loan may be advanced, repaid and re-borrowed during the term. Monthly interest payments are due on the Term Revolving Loan. Payment of all amounts outstanding is due on January 22, 2023. The outstanding balance was $6,499,000 at October 31, 2019. The Company is also required to pay unused commitment fees for the Term Revolving Loan as defined in the Second Amended and Restated Credit Agreement.

Debt Issuance Costs

Costs associated with the issuance of debt are recorded as debt issuance costs and are amortized over the term of the related debt by use of the effective interest method.

Covenants and other Miscellaneous Terms

The loan facility is secured by substantially all business assets. The Company executed a mortgage creating a first lien on its real estate and plant and a security interest in all personal property located on the premises and assigned all rents and leases to property, marketing contracts, risk management services contract, and natural gas, electricity, water service and grain procurement agreements.

The Company is also subject to various financial and non-financial covenants that limit distributions and debt and require minimum debt service coverage and working capital requirements. The debt service coverage ratio is no less than 1.25:1.00 and is measured annually by comparing adjusted EBITDA to scheduled payments of principal and interest. The minimum working capital is $8,250,000, which is calculated as current assets plus the amount available for drawing under our Term Revolving Loan, and undrawn amounts on outstanding letters of credit less current liabilities, and is measured quarterly.

The Company is limited to annual capital expenditures of $5,000,000 without prior approval, incurring additional debt over certain amounts without prior approval, and making additional investments as described in the Second Amended and Restated Credit Agreement without prior approval. The Company is allowed to make distributions to members as frequently as monthly in an amount equal to 75% of net income if working capital is greater than or equal to $8,250,000, or 100% of net income if working capital is greater than or equal to $11,000,000, or an unlimited amount if working capital is greater than or equal to $11,000,000 and the outstanding balance on the Term Loan is $0. As of October 31, 2019, the Company violated the debt service coverage ratio requirement of 1.25:1.00. Subsequent to the fiscal year end, on December 17, 2019, Compeer waived the Company's violation, at October 31, 2019, of the minimum debt services coverage ratio requirement of 1.25:1.00.

The estimated maturities of the long-term debt at October 31, 2019 are as follows:

HIGHWATER ETHANOL, LLC

Notes to Financial Statements

October 31, 2019 and 2018



Fiscal Year	Principal		Debt Issuance Costs			Total
2020	$	2,750,000	$	(20,261	)	$	2,729,739
2021	750,000		(4,876		)	745,124
2022	—		—			—
2023	6,499,000		—			6,499,000

Long-term debt	$	9,999,000	$	(25,137	)	$	9,973,863

8. LEASES

The Company leases rail cars and equipment under operating leases. Rail car leases include additional payments for usage beyond specified levels. Total lease expense for the years ending October 31, 2019, 2018 and 2017 was $276,151, $295,920 and $295,920, respectively.

Future minimum lease payments under operating leases are as follows at October 31, 2019:




2020	168,480
2021	168,480
2022	168,480
2023	168,480
2024	112,320
Total	$	786,240

9. MEMBERS' EQUITY

The Company has one class of membership units, and is authorized to issue up to 10,000 units, which include certain transfer restrictions as specified in the operating agreement and pursuant to applicable tax and securities law, with each unit representing a pro rata ownership in the Company’s capital, profits, losses and distributions. Income and losses are allocated to all members based upon their respective percentage of units held.

Unit Repurchases

During the second quarter of our fiscal year ended October 31, 2019, the Company repurchased 4 of its membership units at a price of $8,000 per unit for a total purchase price of $32,000. During the fourth quarter of our fiscal year ended October 31, 2019, the Company repurchased 1 of its membership units at a price of $7,200 per unit for a total purchase price of $7,200. During the fourth quarter of our fiscal year ended October 31, 2018, the Company repurchased 2 of its membership units at a price of $8,000 per unit for a total purchase price of $16,000.

10. INCOME TAXES

The Company has adopted an October 31 fiscal year end, but has a tax year end of December 31. The differences between financial statement basis and tax basis of assets are estimated as follows:

HIGHWATER ETHANOL, LLC

Notes to Financial Statements

October 31, 2019 and 2018



	October 31, 2019			October 31, 2018

Financial statement basis of total assets	$	74,022,657		$	79,546,941

Derivative instruments - commodities	651,819			2,280,280
Organizational and start-up costs	1,255,034			1,519,252
Book to tax depreciation	(42,331,766		)	(46,287,191		)

Income tax basis of total assets	$	33,597,744		$	37,059,282

The differences between the financial statement basis and tax basis of the Company's liabilities are estimated as follows:



	October 31, 2019		October 31, 2018

Financial statement basis of total liabilities	$	18,038,206	$	15,249,054

Less: Accrued Expenses	403,200		403,200

Income tax basis of total liabilities	$	17,635,006	$	14,845,854

11. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS

Marketing Agreements

The Company has an ethanol marketing agreement with a marketer (RPMG) to purchase, market, and distribute all the ethanol produced by the Company. The Company also entered into a member control agreement with the marketer whereby the Company made capital contributions and became a minority owner of the marketer. The member control agreement became effective on February 1, 2011 and provides the Company a membership interest with voting rights. The marketing agreement will terminate if the Company ceases to be a member. The Company will assume certain of the member’s rail car leases if the agreement is terminated. The Company can sell its ethanol either through an index arrangement or at an agreed upon fixed price. The marketing agreement is perpetual until terminated according to the agreement. The Company may be obligated to continue to market its ethanol through the marketer for a period of time. The amended agreement requires minimum capital amounts invested as required under the agreement. Revenue recognized under this agreement for the years ended October 31, 2019, 2018 and 2017 was $75,781,721, $72,745,341 and $81,196,577 respectively. Accounts receivable under the agreement as of October 31, 2019 and 2018 were $2,217,594 and $236,763 respectively.

The Company has a distillers grains marketing agreement with a marketer to market all the dried distillers grains produced at the plant. Under the agreement the marketer charges a maximum of $2.00 per ton and a minimum of $1.50 per ton price using 2% of the FOB plant price actually received by them for all dried distillers grains removed. The agreement will remain in effect unless otherwise terminated by either party with 120 days notice. Under the agreement, the marketer is responsible for all transportation arrangements for the distribution of the dried distillers grains. The Company markets and sells its modified distillers grains.

The Company has a crude corn oil marketing agreement with a marketer (RPMG) to market all corn oil to be produced at the plant for an initial term. Under the agreement, the Company must provide estimates of production and inventory of corn oil. The marketer may execute sales contracts with buyers for future delivery of corn oil. The Company receives a percentage of the F.O.B. sale price less a marketing fee, actual freight and transportation costs and certain taxes and other charges related to the purchase, delivery or sale. The Company is required to provide corn oil meeting certain specifications as provided in the agreement and the agreement provides for a process for rejection of nonconforming corn oil. The agreement automatically renews for successive terms unless terminated in accordance with the agreement.

Grain Procurement Contract

The Company had a grain origination agreement with a marketer to provide all of the corn needed for operation of the ethanol plant. Under the agreement, the Company purchased corn at the CBOT futures price less the weighted average of the basis prices plus a fixed fee per bushel of corn purchased. The agreement was for an initial five-year term which commenced on July 27, 2016 and automatically renewed for successive one-year terms unless otherwise terminated in accordance with its terms. On January 3, 2019, the Company and the marketer mutually agreed to terminate the grain origination agreement effective as of January 31, 2019.

Regulatory Agencies

The Company is subject to oversight from regulatory agencies regarding environmental concerns which arise in the ordinary course of its business.

Forward Contracts

In the ordinary course of business, we enter into forward contracts for our commodity purchases and sales. Forward contracts are as follows at October 31, 2019:



	Quantity	Average Price		Delivery Date

Purchase of corn (in bushels):
Basis Contracts	190,000			By 7/31/21
Priced Contracts	453,000	$	3.81	By 11/30/20
Total	643,000

Purchase of natural gas (in dekatherms):
Index contracts	—
Priced contracts	2,968,000	$	2.53	By 3/31/21
Total	2,968,000

Purchase of denaturant (in gallons):
Index contracts	—
Priced contracts	101,000	$	1.35	By 12/31/19
Total	101,000

Sales of dry distillers grains (in tons):
Index contracts	—
Priced contracts	8,800	$	133.70	By 1/31/20
Total	8,800

Sales of modified distillers grains (in tons)
Index contracts	—
Priced contracts	29,600	$	75.22	By 7/31/20
Total	29,600

Sales of corn oil (in pounds)
Index contracts	—
Priced contracts	1,056,000	$	0.24	By 11/20/19
Total	1,056,000

HIGHWATER ETHANOL, LLC

Notes to Financial Statements

October 31, 2019 and 2018

12. QUARTERLY FINANCIAL DATA (UNAUDITED)



	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Fiscal Year Ended October 31, 2019
Revenues	$	22,688,410		$	22,939,711		$	25,605,525		$	26,015,463
Gross loss	(1,798,887		)	(1,616,624		)	(175,483		)	(919,628		)
Operating loss	(2,560,218		)	(2,428,181		)	(1,078,065		)	(1,644,443		)
Net loss	(2,719,712		)	(2,579,501		)	(1,248,542		)	(1,726,481		)
Basic and diluted loss per unit	(565.19		)	(536.28		)	(259.68		)	(359.08		)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Fiscal Year Ended October 31, 2018
Revenues	$	22,980,047		$	24,262,577		$	25,888,608		$	21,812,514
Gross profit (loss)	(51,696		)	2,283,325			(1,527,385		)	(3,483,567		)
Operating income (loss)	(794,645		)	1,492,581			(2,186,352		)	(4,182,000		)
Net income (loss)	(953,195		)	1,335,482			(2,330,905		)	(4,210,806		)
Basic and diluted earnings (loss) per unit	(198.02		)	277.42			(484.19		)	(874.69		)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Fiscal Year Ended October 31, 2017
Revenues	$	27,058,613		$	23,718,623		$	25,368,884		$	24,079,023
Gross profit	4,191,810			591,457			1,195,537			770,036
Operating income (loss)	3,467,790			(162,585		)	596,246			107,619
Net income (loss)	3,290,175			(308,283		)	503,476			33,944
Basic and diluted earnings (loss) per unit	672.56			(64.04		)	104.59			7.05

The above quarterly financial data is unaudited, but in the opinion of management, all adjustments necessary for a fair presentation of the selected data for these periods presented have been included.

Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

Our management, including our Chief Executive Officer (the principal executive officer), Brian Kletscher, along with our Chief Financial Officer (the principal financial officer), Lucas Schneider, have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of October 31, 2019. Based on this review and evaluation, these officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission; and to ensure that the information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

Inherent Limitations Over Internal Controls

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework

Table of Contents

issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (“COSO”). Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of October 31, 2019.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. As we are a non-accelerated filer, management's report is not subject to attestation by our registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 that permits us to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of our 2019 fiscal year, which were identified in connection with management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated by reference from the definitive proxy statement for our 2020 annual meeting of members to be filed with the Securities Exchange Commission within 120 days after the end of our 2019 fiscal year. This proxy statement is referred to in this report as the 2020 Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference from the 2020 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER MATTERS

The information required by this Item is incorporated by reference from the 2020 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference from the 2020 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is incorporated by reference from the 2020 Proxy Statement.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits Filed as Part of this Report and Exhibits Incorporated by Reference.

The following exhibits and financial statements are filed as part of, or are incorporated by reference into, this report:


(1)	Financial Statements

The financial statements appear beginning at page 35 of this report.


(2)	Financial Statement Schedules

Table of Contents

All supplemental schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.


(3)	Exhibits



Exhibit No.	Exhibit	Filed Herewith	Incorporated by Reference
3.1	Articles of Organization of the registrant.		Exhibit 3.1 to the registrant's registration statement on Form SB-2 (Commission File 333-137482).
3.2	Second Amended and Restated Member Control Agreement of the registrant.		Exhibit 3.2 to the registrant's registration Form 10-Q filed with the Commission on March 22, 2011.
4.1	Form of Membership Unit Certificate.		Exhibit 4.2 to the registrant's registration statement on Form SB-2 (Commission File 333-137482).
10.1	Grain Procurement Agreement and Amendment with Meadowland Farmers Co-op.		Exhibit 10.6 to the registrant's registration statement on Form SB-2 (Commission File 33-137482).
10.2	Energy Management Agreement dated June 8, 2006 between Highwater Ethanol, LLC and U.S. Energy Services, Inc.		Exhibit 10.9 to the registrant's registration statement on Form SB-2 (Commission File 33-137482).
10.3	Redwood Electric Service Agreement dated June 28, 2007.		Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on July 3, 2007.
10.4	Distillers Grains Marketing Agreement with CHS, Inc. dated October 11, 2007.		Exhibit 10.4 to the registrant's Form 10-KSB filed with the Commission on January 29, 2008.
10.5	Centerpoint Natural Gas Agreement dated June 26, 2008.		Exhibit 10.26 to the registrant's Form 10-QSB filed with the Commission on September 15, 2008.
10.6	Trinity Industries Leasing Company Railroad Car Lease Agreement dated July 1, 2009.		Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on June 15, 2009.
10.7	RPMG Ethanol Fuel Marketing Agreement dated February 1, 2011.+		Exhibit 10.50 to the registrant's Form 10-K filed with the Commission on February 3, 2011.
10.8	Amended and Restated Ethanol Marketing Agreement between RPMG, Inc. and Highwater Ethanol, LLC dated August 27, 2012. +		Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on September 14, 2012.
10.9	2014 Bonus Plan for CEO and CFO		Exhibit 10.85 to the registrant's Form 10-K filed with the Commission on January 16, 2014
10.10	Employment Agreement between Highwater Ethanol, LLC and Brian Kletscher dated February 26, 2014.		Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on February 28, 2014
10.11	Employment Agreement between Highwater Ethanol, LLC and Lucas Schneider dated February 26, 2014.		Exhibit 99.2 to the registrant's Form 8-K filed with the Commission on February 28, 2014
10.12	Amendment No. 1 to Distiller's Grain Marketing Agreement between Highwater Ethanol, LLC and CHS, Inc. dated February 13, 2014.		Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.13	Credit Agreement between Highwater Ethanol, LLC and AgStar Financial Services, PCA dated February 27, 2014.		Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.14	Revolving Line of Credit Note between Highwater Ethanol, LLC and AgStar Financial Services, PCA dated February 27, 2014.		Exhibit 10.3 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.15	Revolving Line of Credit Note between Highwater Ethanol, LLC and United Farm Credit Services, PCA dated February 27, 2014.		Exhibit 10.4 to the registrant's Form 10-Q filed with the Commission on March 5, 2014

Table of Contents



10.16	Revolving Line of Credit Note between Highwater Ethanol, LLC and Badgerland Financial, ACA dated February 27, 2014.	Exhibit 10.5 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.17	Term Note between Highwater Ethanol, LLC and AgStar Financial Services, PCA dated February 27, 2014.	Exhibit 10.6 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.18	Term Note between Highwater Ethanol, LLC and United Farm Credit Services, PCA dated February 27, 2014.	Exhibit 10.7 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.19	Term Note between Highwater Ethanol, LLC and Badgerland Financial, ACA dated February 27, 2014.	Exhibit 10.8 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.20	Term Revolving Note between Highwater Ethanol, LLC and AgStar Financial Services, PCA dated February 27, 2014.	Exhibit 10.9 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.21	Term Revolving Note between Highwater Ethanol, LLC and United Farm Credit Services, PCA dated February 27, 2014.	Exhibit 10.10 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.22	Term Revolving Note between Highwater Ethanol, LLC and Badgerland Financial, ACA dated February 27, 2014.	Exhibit 10.11 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.23	Security Agreement between Highwater Ethanol, LLC and AgStar Financial Services, PCA dated February 27, 2014.	Exhibit 10.12 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.24	Mortgage, Security Agreement, Assignment and Leases and Rents and Fixture Financing Statement between Highwater Ethanol, LLC and AgStar Financial Services, PCA dated February 27, 2014.	Exhibit 10.13 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.25	Irrevocable Standby Letter of Credit No. 101 between Highwater Ethanol, LLC and AgStar Financial Services, PCA dated February 27, 2014.	Exhibit 10.14 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.26	Easement for Construction and Process Demonstration Agreement between Butamax Advanced Biofuels LLC and Highwater Ethanol, LLC dated September 26, 2013.+	Exhibit 10.79 to the registrant's Form 10-K/A filed with the Commission on May 22, 2014
10.27	Equipment Lease Agreement between Butamax Advanced Biofuels LLC and Highwater Ethanol, LLC dated September 26, 2013.+	Exhibit 10.80 to the registrant's Form 10-K/A filed with the Commission on May 22, 2014
10.28	Technology Demonstration Risk Reduction Agreement between Butamax Advanced Biofuels LLC and Highwater Ethanol, LLC dated September 26, 2013.+	Exhibit 10.81 to the registrant's Form 10-K/A filed with the Commission on May 22, 2014
10.29	Security Agreement between Butamax Advanced Biofuels LLC and Highwater Ethanol, LLC dated September 26, 2013.+	Exhibit 10.82 to the registrant's Form 10-K/A filed with the Commission on May 22, 2014
10.30	Technology License Agreement between Butamax Advanced Biofuels LLC and Highwater Ethanol, LLC dated September 26, 2013.+	Exhibit 10.83 to the registrant's Form 10-K/A filed with the Commission on May 22, 2014
10.31	Distillers Crude Corn Oil Marketing Agreement between CHS Inc. and Highwater Ethanol, LLC dated November 4, 2013.+	Exhibit 10.84 to the registrant's Form 10-K/A filed with the Commission on May 22, 2014
10.32	Amended and Restated Credit Agreement dated September 22, 2014	Exhibit 10.102 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.33	Amended and Restated Revolving Line of Credit AgStar dated September 22, 2014	Exhibit 10.103 to the registrant's Form 10-K filed with the Commission on January 28, 2015

Table of Contents



10.34	Amended and Restated Revolving Line of Credit Badgerland dated September 22, 2014	Exhibit 10.104 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.35	Amended and Restated Revolving Line of Credit United FCS dated September 22, 2014	Exhibit 10.105 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.36	Amended and Restated Term Note Badgerland dated September 22, 2014	Exhibit 10.106 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.37	Amended and Restated Term Note United FCS dated September 22, 2014	Exhibit 10.107 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.38	Amended and Restated Term Note AgStar dated September 22, 2014	Exhibit 10.108 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.39	Amended and Restated Term Revolving Note AgStar dated September 22, 2014	Exhibit 10.109 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.40	Amended and Restated Term Revolving Note Badgerland dated September 22, 2014	Exhibit 10.110 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.41	Amended and Restated Term Revolving Note United FCS dated September 22, 2014	Exhibit 10.111 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.42	Amended and Restated Mortgage dated September 22, 2014	Exhibit 10.112 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.43	First Amendment to Amended and Restated Credit Agreement.	Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on February 27, 2015
10.44	Rice Lake Construction Agreement dated April 24, 2015.	Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on June 11, 2015
10.45	Grain Origination Agreement with CHS, Inc. dated October 15, 2015. +	Exhibit 10.45 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.46	2015 Executive Bonus Plan	Exhibit 10.46 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.47	2016 Executive Bonus Plan	Exhibit 10.47 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.48	Second Amended and Restated Credit Agreement with AgStar dated January 22, 2016	Exhibit 10.48 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.49	Amended and Restated Security Agreement with AgStar dated January 22, 2016	Exhibit 10.49 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.50	Second Amended and Restated Term Revolving Note with Agstar dated January 22, 2016	Exhibit 10.50 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.51	Second Amended and Restated Term Revolving Note with United FCS dated January 22, 2016	Exhibit 10.51 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.52	Second Amended and Restated Mortgage with AgStar dated January 22, 2016	Exhibit 10.52 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.53	Second Amended and Restated Term Note with United FCS dated January 22, 2016	Exhibit 10.53 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.54	Second Amended and Restated Term Note with AgStar dated January 22, 2016	Exhibit 10.54 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.55	2017 Executive Bonus Plan	Exhibit 10.55 to the registrant's Form 10-K filed with the Commission on January 25, 2017
10.56	Agreement for Electric Service with Redwood Electric Cooperative, Inc.	Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on October 2, 2017

Table of Contents



10.57	2018 Executive Bonus Plan		Exhibit 10.57 to the registrant's Form 10-K filed with the Commission on January 24, 2018
10.58	First Amendment to Second Amended and Restated Credit Agreement		Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on April 27, 2018
10.59	Third Amended and Restated Term Revolving Note		Exhibit 99.2 to the registrant's Form 8-K filed with the Commission on April 27, 2018
10.60	Third Amended and Restated Mortgage		Exhibit 99.3 to the registrant's Form 8-K filed with the Commission on April 27, 2018
10.61	Third Amended and Restated Operating Agreement		Exhibit 3.1 to the registrant's Form 10-Q filed with the Commission on June 7, 2018
10.62	Northern Natural Gas Company Amendment to TFX Throughput Service Agreement		Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on August 1, 2018
10.63	Member Corn Oil Marketing Agreement with RPMG, Inc. dated July 17, 2018+		Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on September 11, 2018
10.64	Natural Gas Service Agreement with CenterPoint Energy Resources Corp., d.b.a. CenterPoint Energy Minnesota Gas dated August 10, 2018+		Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on September 11, 2018
10.65	2019 Executive Bonus Plan		Exhibit 10.65 to the registrant's Form 10-K filed with the Commission on January 23, 2019
10.66	2020 Executive Bonus Plan	X
14.1	Code of Ethics of Highwater Ethanol, LLC adopted on June 26, 2008.		Exhibit 14.1 to the registrant's Form 10-K filed with the Commission on January 29, 2013.
31.1	Certificate Pursuant to 17 CFR 240.13a-14(a)	X
31.2	Certificate Pursuant to 17 CFR 240.13a-14(a)	X
32.1	Certificate Pursuant to 18 U.S.C. Section 1350	X
32.2	Certificate Pursuant to 18 U.S.C. Section 1350	X
101	The following financial information from Highwater Ethanol, LLC's Annual Report on Form 10-K for the fiscal year ended October 31, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of October 31, 2019 and October 31, 2018, (ii) Statements of Operations for the fiscal years ended October 31, 2019, 2018 and 2017, (iii) Statements of Changes in Members' Equity; (iv) Statements of Cash Flows for the fiscal years ended October 31, 2019, 2018 and 2017, and (v) the Notes to Financial Statements.**

(+) Confidential Treatment Requested.

(X) Filed herewith

** Furnished herewith.

ITEM 16. FORM 10-K SUMMARY

None.

Table of Contents

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.



		HIGHWATER ETHANOL, LLC

Date:	January 23, 2020	/s/ Brian Kletscher
		Brian Kletscher
		Chief Executive Officer
		(Principal Executive Officer)

Date:	January 23, 2020	/s/ Lucas Schneider
		Lucas Schneider
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Date:	January 23, 2020	/s/ David Moldan
		David Moldan, Chairman and Governor

Date:	January 23, 2020	/s/ Ronald Jorgenson
		Ronald Jorgenson, Vice Chairman and Governor

Date:	January 23, 2020	/s/ David Eis
		David Eis, Secretary and Governor

Date:	January 23, 2020	/s/ Mark Pankonin
		Mark Pankonin, Treasurer and Governor

Date:	January 23, 2020	/s/ Russell Derickson
		Russell Derickson, Governor

Date:	January 23, 2020	/s/ William Garth
		William Garth, Governor

Date:	January 23, 2020	/s/ George Goblish
		George Goblish, Governor

Date:	January 23, 2020	/s/ Luke Spalj
		Luke Spalj, Governor

Date:	January 23, 2020	/s/ Michael Landuyt
		Michael Landuyt, Governor

Attached files

HIGHWATER ETHANOL LLC Reports

Also read