IMPORTANT NOTE REGARDING RECENT EVENTS
This Quarterly Report on Form 10-Q for the quarter ended
Information Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations, performance and prospects. All statements that are not historical or current facts are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control and may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the "Risk Factors" section of our Annual Report on Form 10-K for the year endedSeptember 30, 2019 and in this Form 10-Q. You can identify forward-looking statements by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would," and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events, are based on assumptions, and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed from time to time with theU.S. Securities and Exchange Commissions, which we refer to as theSEC , that advise interested parties of the risks and factors that may affect our business. General The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated financial condition and results of operations. This discussion should be read in conjunction with the consolidated financial statements included herewith and notes to the consolidated financial statements thereto.
Overview
Advanced BioEnergy, LLC (the "Company," "we," "our," "Advanced BioEnergy" or "ABE") was formed in 2005 as aDelaware limited liability company. Our business is carried out primarily through our wholly-owned subsidiary,ABE South Dakota, LLC ("ABE South Dakota"). OnAugust 1, 2019 ,Advanced BioEnergy andABE South Dakota entered into an asset purchase agreement (the "Asset Purchase Agreement ") withGlacial Lakes Energy, LLC ("GLE"), under whichABE South Dakota agreed to sell itsAberdeen andHuron South Dakota ethanol plants and related businesses to GLE (the "Asset Sale"). The Asset Purchase Agreement and Asset Sale, which constitutes the sale of substantially all of the assets of the Company, was unanimously approved by the Company's Board of Directors.
At a Special Meeting of Members held on
OnDecember 19, 2019 ,Advanced BioEnergy ,ABE South Dakota and GLE closed the Asset Sale. At the closing,ABE South Dakota sold to GLE substantially all of the assets related to its business of producing ethanol and co-products, including wet, modified and dried distillers' grains and corn oil, through its plants located inAberdeen, South Dakota andHuron, South Dakota . Under the Asset Purchase Agreement, the purchase price was$47.5 million , plus the value of the Company's inventory at closing, which was approximately$2.3 million . At the closing, Buyer paid toABE South Dakota a total of$8.3 million in cash, which reflects the purchase price, less the approximately$31.0 million to repay the AgCountry Master Credit Agreement obligations, less the amount of certain accrued contract liabilities, and less$4.75 million of the purchase price that was deposited into an indemnity escrow account. The indemnity escrow account will be used to satisfy any of Buyer's claims for indemnification under the Asset Purchase Agreement and any amounts remaining after the eighteen (18)-month anniversary of the closing will be released to the Company. The Company also paid approximately$0.7 million in transaction expenses at closing. 15 -------------------------------------------------------------------------------- Upon the closing of the Asset Sale, the Company commenced its liquidation in accordance with the Plan of Liquidation. In connection with the Company's liquidation in accordance with the Plan of Liquidation, the Company's Board of Directors determined that the Company's transfer records will be closed from and after the close of business onDecember 19, 2019 . The Board of Directors will not consider and the Company will not record or recognize any transfer of the Company's units occurring after the close of business onDecember 19, 2019 . As a result of theDecember 19, 2019 Effective Date under the Plan of Liquidation, the Company is not engaged in any business operations other than to satisfy its obligations to dissolve, wind up and liquidate under the Plan of Liquidation or, to the limited extent necessary, to preserve or enhance the value of assets in connection with their sale. Under theDelaware Limited Liability Act and the Company's operating agreement, the Company was immediately dissolved when the Board implemented the Plan of Reorganization. The Company plans to dispose of its remaining assets and resolve any remaining claims, whether known, contingent or unknown, as promptly as reasonably practical. The Company's Board of Directors met inJanuary 2020 and declared a distribution of$7.8 million or$0.31 per unit based on 25,410,851 units outstanding. The distribution was paid to all members of record as ofJanuary 24, 2020 . The Company expects to make a final distribution shortly after release of the indemnity escrow account inJune 2021 . Except as otherwise reported herein, this Quarterly Report on Form 10-Q presents the Company's business, assets, and financial results and position as they occurred during the quarter beginningSeptember 30, 2019 and endingDecember 31, 2019 . Following theDecember 19, 2019 closing date, the Company has not engaged and will not engage in any business activities except to the extent necessary to preserve the value of its assets, wind up its business affairs and distribute its assets in accordance with the Plan of Liquidation. Accordingly, our financial position or financial performance for any period prior toDecember 19, 2019 will be of limited value to a member's understanding of the timing and amount of potential distributions during liquidation.
FACILITIES
The table below provides a summary of our ethanol plants in operation until the
Asset Sale on
Estimated Estimated Annual Estimated Estimated Annual Distillers Annual Annual Ethanol Grains Corn Oil Corn Primary Location Opened Production (1) Production(2) Processed Processed Energy Source (Million gallons) (000's Tons) (000's lbs) (Million bushels) Aberdeen, SD January 2008 48 134 11,561 15.7 Natural Gas Huron, SD September 1999 32 97 5,717 11.4 Natural Gas Consolidated 80 231 17,278 27.1
(1) Actual permitted gallons were 65.7 million for
(2) Our plants produced and sold wet, modified and dried distillers' grains. The
stated quantities are on a fully dried basis operating at full production
capacity.
InOctober 2015 , we amended the existing lease agreement for our corporate headquarters. Under the amended lease, we agreed to lease approximately 4,400 square feet for our corporate and administrative staff inBloomington, Minnesota , throughSeptember 2021 . The base rent is$20.50 per square foot, or approximately$7,500 per month for the twelve month period beginningJuly 1, 2019 , with annual increases of$.50 per square foot. We believe this space will be sufficient for our needs until the end of the lease period.
Plan of Liquidation
As described above, the Company's members approved the Plan of Liquidation at a Special Meeting of Members onSeptember 19, 2019 . Upon the closing of the Asset Sale, the Company commenced its liquidation in accordance with the Plan of Liquidation. Following theDecember 19, 2019 closing date, the Company has not engaged and will not engage in any business activities except to the extent necessary to preserve the value of its assets, wind up its business affairs and distribute its assets in accordance with the Plan of Liquidation. 16
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Results of Operations for the Quarter Ended
The following table reflects quantities of our products sold at average net prices as well as bushels of corn ground and therms of natural gas burned at average costs for three months endedDecember 31, 2019 and 2018 for ourSouth Dakota plants: Three Months Three Months December 31, 2019 December 31, 2018 Quantity Average Price Quantity Average Price
Product Sales Information (In thousands) (In thousands) Ethanol (gallons) 17,794 $ 1.30 21,736 $ 1.09 Distillers grains (tons) 43$ 130.26 55$ 126.00 Corn Oil (pounds) 3,731 $ 0.19 5,805 $ 0.22 Product Cost Information Quantity Average Cost Quantity Average Cost Corn (bushels) 6,120 $ 3.69 7,607 $ 3.26 Natural Gas (therms) 458 $ 2.61 543 $ 4.13 Net Sales Net sales for the quarter endedDecember 31, 2019 were$29.5 million , compared to$32.0 million for the quarter endingDecember 31, 2018 , a decrease of$2.5 million or 8%. Ethanol gallons sold decreased by 18% as a result of fewer selling days in the quarter due to the Asset Sale onDecember 19, 2019 , while ethanol prices increased 19% for the quarter endedDecember 31, 2019 , compared to the prior quarter endedDecember 31, 2018 . As a percentage of net sales, ethanol sales were 78% and 74% and distillers' sales were 19% and 22%, for the quarters endingDecember 31, 2019 andDecember 31, 2018 , respectively.
Cost of Goods Sold
Cost of goods sold for the quarter endedDecember 31, 2019 was$30.1 million , compared to$34.2 million for the quarter endedDecember 31, 2018 , a decrease of$4.1 million . Our primary costs in the production of ethanol and related co-products are corn and natural gas. A$2.2 million decrease in corn costs, and a$1.0 million decrease in natural gas costs along with various expenses related to the Asset Sale represented a majority of the decrease in cost of goods sold in the quarter endedDecember 31, 2019 . Corn costs represented 76% and 73% of cost of sales for the quarters endedDecember 31, 2019 and 2018, respectively. Corn prices increased 13% during the three-month period endingDecember 31, 2019 compared to the prior year quarter. We used 16% less corn in the three-month period endingDecember 31, 2019 , compared to the three months endedDecember 31, 2018 . Natural gas costs represented 4% and 7% of total cost of sales for the quarters endingDecember 31, 2019 and 2018, respectively. The cost of natural gas per mmbtu decreased by 47% to$2.61 for the quarter endedDecember 31, 2019 compared to the previous quarter. Prices were lower in the current year quarter in part due to warmer temperatures, causing a decrease in the price per mmbtu. Our natural gas consumption decreased by 16% due to fewer production days as a result of the Asset Sale onDecember 19, 2019 , in the quarter endingDecember 31, 2019 compared to the quarter endingDecember 31, 2018 .
Selling, General, and Administrative Expenses
Selling, general and administrative expenses are comprised primarily of recurring administrative personnel compensation, legal, technology, consulting, insurance and accounting fees.
Overall selling, general and administrative costs for the quarters endedDecember 31, 2019 and 2018 were$1.6 million and$0.8 million , respectively. The$0.8 million increase was primarily the result of increased costs related to the Asset Sale. As a percentage of net sales, selling, general and administrative expenses were 5% and 2% of net sales, for the quarter endingDecember 31, 2019 and 2018 respectively. Interest Expense Interest expense for the quarterDecember 31, 2019 was$734,000 compared to$201,000 for the quarter endingDecember 31, 2018 . Interest expense in the current year quarter was higher than in the prior year quarter. The overall debt level and interest rates were higher in the current year quarter. There was also$80,000 of interest capitalized in the current year quarter. All outstanding debt was paid in full onDecember 19, 2019 at the closing of the Asset Sale. 17
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Changes in Financial Position for the Three Months ended
Current Assets
The$4.3 million increase in current assets atDecember 31, 2019 compared toSeptember 30, 2019 was primarily due to the gain from the Asset Sale offset by negative operating margins and transaction expenses related to the Asset Sale in the three months endedDecember 31, 2019 .
Property, Plant and Equipment
The
Current Liabilities
Accounts payable and accrued expenses decreased by$3.5 million atDecember 31, 2019 compared toSeptember 30, 2019 primarily due to consummation of the Asset Sale, which resulted in the discontinuation of on-going business operations.
Current Portion of Long-Term Debt and Long-term Debt
The current portion of long-term debt decreased by$29.6 million atDecember 31, 2019 compared toSeptember 30, 2019 . The decrease was the result of the Asset Sale and all debt being paid in full.
CAPITAL RESOURCES
During the quarter endedDecember 31, 2019 , we conducted our business activities, plant operations, and initial wind-down activities subsequent to the Asset Sale through the parent company,Advanced BioEnergy , and its operating subsidiaryABE South Dakota . The liquidity and capital resources for each entity are based on the entity's existing financing arrangements and capital structure.Advanced BioEnergy was highly restricted in its ability to use the cash and other financial resources ofABE South Dakota for the benefit ofAdvanced BioEnergy , with the exception of allowable distributions under the 2015 Credit Agreement with AgCountry, which was paid off inDecember 2019 .
ABE had cash and cash equivalents of
We believe ABE has sufficient financial resources available to fund the winding up and dissolution of the Company in accordance with the Plan of Liquidation and Dissolution.ABE South Dakota ABE South Dakota had cash and cash equivalents of$17.2 million on hand atDecember 31, 2019 . Of the total cash on hand,$4.75 million is restricted cash being held in an indemnity escrow account untilJune 19, 2021 , as noted above. As ofDecember 31, 2019 ,ABE South Dakota had no interest-bearing debt outstanding.
AgCountry Master Credit Agreement
OnDecember 19, 2019 , all amounts outstanding under the Master Credit Agreement datedDecember 29, 2015 , as amended ("Master Credit Agreement") betweenABE South Dakota as borrower and AgCountry Farm Credit Services, PCA as lender ("AgCountry") were repaid in full. The total amount repaid was approximately$31.0 million , which was repaid from the purchase price from the Asset Sale described above. The$31.0 million payment consisted of the following amounts outstanding as of the closing date of the Asset Sale:$30.5 million in principal,$0.4 million in interest and$0.1 million in fees and expenses. Effective upon the repayment, the Master Credit Agreement and all related documents were terminated in accordance with their terms and AgCountry released its security interest in, and liens and mortgages on, all of the properties, rights and assets ofABE South Dakota . 18
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CASH FLOWS
The following table shows our cash flows for the three months endedDecember 31, 2019 and 2018: Three Months Ended December 31 2019 2018 (In thousands) Net cash used in operating activities $ (1,442 )$ (1,913 ) Net cash provided by (used in) investing activities 43,156 (2,995 ) Net cash used in financing activities (29,812 ) (100 ) Cash Flow from Operations Cash flows used in operating activities for the three months endingDecember 31, 2019 were approximately$1.4 million compared to$1.9 million used in the prior year period, a decrease of$0.5 million . Lower operating margins accounted for the majority of the overall decrease in cash flows from operating activities.
Cash Flow from Investing Activities
Cash flows provided by investing activities for the three months endingDecember 31, 2019 were approximately$43.2 million compared to$3.0 million used for the prior year period. The current year three months included$42.7 million in proceeds from the Asset Sale offset by$0.9 million in additions. The prior three months included$3.0 million in additions, primarily related to the grain storage project at theAberdeen facility.
Cash Flow from Financing Activities
Cash flows used in financing activities for the three months endingDecember 31, 2019 were$29.8 million compared to$0.1 million for the prior year period. The current year period included$30.5 million for payments on debt, offset by$0.7 million debt proceeds from the construction loan used to finance theAberdeen grain storage project. The three months endedDecember 31, 2018 included$1.0 million for payments on debt, offset by$0.9 million debt proceeds from the construction loan.
CREDIT ARRANGEMENTS
Long-term debt consists of the following (in thousands, except percentages): September 30, 2019 December 31, September 30, Interest Rate 2019 2019ABE South Dakota : Senior debt principal - fixed 6.32% $ - $ 9,000 Senior debt principal - variable 5.70% - 14,312 Short term revolving line 6.20% - 6,500 Deferred financing costs N/A - (219 ) Total outstanding (stated principal) $ -$ 29,593
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Note 1 to our consolidated financial statements contains a summary of our significant accounting policies, many of which require the use of estimates and assumptions. Accounting estimates are an integral part of the preparation of financial statements and are based upon management's current judgment. We used our knowledge and experience about past events and certain future assumptions to make estimates and judgments involving matters that are inherently uncertain and that affect the carrying value of our assets and liabilities. We believe that of our significant accounting policies, the following are noteworthy because changes in these estimates or assumptions could materially affect our financial position and results of operations:
Revenue Recognition
EffectiveOctober 1, 2018 , the Company adopted the new guidance of ASC Topic 606, Revenue from Contracts with Customers (Topic 606) using the modified retrospective approach. Topic 606 requires the Company to recognize revenue to reflect the transfer of 19
-------------------------------------------------------------------------------- promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance requires the Company to apply the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the Company satisfies a performance obligation. The Company generally recognizes revenue at a point in time. The majority of the Company's contracts with customers have one performance obligation and a contract duration of one year or less. The adoption of this new guidance did not result in any change to our recognition of revenue. The following is a description of principal activities from which we generated revenue. Revenues from contracts with customers are recognized when control of the promised goods are 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. • Sales of ethanol • Sales of distillers grains • Sales of distillers corn oil
We disclose disaggregation of revenue according to product line, along with accounts receivable from contracts with customers, in Note 7.
Inventories
Ethanol inventory, raw materials, work-in-process and parts inventory are valued using methods that approximate the lower of cost (first-in, first-out) or net realizable value ("NRV"). Distillers grains and related products are stated at NRV. In the valuation of inventories and purchase and sale commitments, the Company determines NRV by estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
Commodity Sales and Purchase Contracts, Derivative Instruments
The Company entered into forward sales contracts for ethanol, distillers and corn oil, and purchase contracts for corn and natural gas. The Company classified these sales and purchase contracts as normal sales and purchase contracts and accordingly these contracts were not marked to market. These contracts provide for the sale or purchase of an item other than a financial instrument or derivative instrument that will be delivered in quantities expected to be sold or used over a reasonable period in the normal course of business. On occasion, the Company has entered into derivative contracts to hedge the Company's exposure to price risk related to forecasted corn purchases and forecasted ethanol sales. Accounting for derivative contracts requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a foreign-currency-denominated forecasted transaction. Although the Company believes its derivative positions are economic hedges, it has not designated any of these positions as hedges for accounting purposes and has recorded its derivative positions on its balance sheet at their fair value, with changes in fair value recognized in current period earnings. In addition, certain derivative financial instruments that meet the criteria for derivative accounting treatment also qualify for a scope exception to derivative accounting, as they are considered normal purchases and sales. The availability of this exception is based on the assumption that the Company has the ability and it is probable that it will deliver or take delivery of the underlying item. Derivatives that are considered to be normal purchases and sales are exempt from derivative accounting treatment, and are accounted for under accrual accounting. Property and Equipment
Property and equipment is carried at cost less accumulated depreciation computed using the straight-line method over the estimated useful lives:
Office equipment 3-7 Years Other equipment 1-5 Years Process equipment 15 Years Buildings 40 Years 20
-------------------------------------------------------------------------------- Maintenance and repairs are charged to expense as incurred; major improvements and betterments are capitalized. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount on the asset group may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows from operations are less than the carrying value of the asset group. An impairment loss would be measured by the amount by which the carrying value of the asset exceeds the estimated fair value.
INTEREST RATE/FOREIGN EXCHANGE RISK
Because we are in liquidation and all of our available funds will be invested in short-term interest bearing securities, we do not believe changes in interest rate will have a significant effect on our financial condition.
IMPACT OF INFLATION
We believe that inflation has not had a material impact on our results of operations since inception. Because we are in liquidation, we do not believe that inflation will have an adverse impact on our financial condition in the future.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
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