We prepared the following discussion and analysis to help you better understand
our financial condition, changes in our financial condition, and results of
operations for the three months ended January 31, 2020 and 2019. This discussion
should be read in conjunction with the condensed consolidated unaudited
financial statements and related notes in Item 1
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of this report and the information contained in the Company's annual report on
Form 10-K for the fiscal year ended October 31, 2019.
Disclosure Regarding Forward-Looking Statements
The Securities and Exchange Commission ("SEC") encourages companies to disclose
forward-looking information so investors can better understand future prospects
and make informed investment decisions. As such, we have historical information,
as well as forward-looking statements regarding our business, financial
condition, results of operations, performance and prospects in this report. All
statements that are not historical or current facts are forward-looking
statements. In some cases, 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.
Forward-looking statements are subject to a number of known and unknown risks,
uncertainties and other factors, many of which may be beyond our control, and
may cause actual results, performance or achievements to differ materially from
those projected in, expressed or implied by forward-looking statements. While it
is impossible to identify all such factors, factors that could cause actual
results to differ materially from those estimated by us are described more
particularly in the "Risk Factors" section of our annual report on Form 10-K for
the year ended October 31, 2019. These risks and uncertainties include, but are
not limited to, the following:
· Fluctuations in the price of ethanol as a result of a number of factors,
including: the price and availability of competing fuels; the overall supply
and demand for ethanol and corn; the price of gasoline, crude oil and corn; and
government policies;
· Fluctuations in the price of crude oil and gasoline and the impact of lower oil
and gasoline prices on ethanol prices and demand;
· Fluctuations in the availability and price of corn, resulting from factors such
as domestic stocks, demand from corn-consuming industries, such as the ethanol
industry, prices for alternative crops, increasing input costs, changes in
government policies, shifts in global markets or damaging growing conditions,
such as plant disease or adverse weather, including drought;
· Fluctuations in the availability and price of natural gas, which may be
affected by factors such as weather, drilling economics, overall economic
conditions, and government regulations;
· Negative operating margins which may result from lower ethanol and/or high corn
prices;
· Changes in general economic conditions or the occurrence of certain events
causing an economic impact in the agriculture, oil or automobile industries;
· Overcapacity and oversupply in the ethanol industry;
· Ethanol trading at a premium to gasoline at times, which may act as a
disincentive for discretionary blending of ethanol beyond RFS requirements and
consequently negatively impacting ethanol prices and demand;
· Changes in federal and/or state laws and environmental regulations including
elimination, waiver or reduction of corn-based ethanol volume obligations under
the RFS and legislative acts taken by state governments such as California
related to low-carbon fuels, may have an adverse effect on our business;
· Any impairment of the transportation, storage and blending infrastructure that
prevents ethanol from reaching markets;
· Any effect on prices and demand for our products resulting from actions in
international markets, particularly imposition of tariffs;
· Changes in our business strategy, capital improvements or development plans;
· Effect of our risk mitigation strategies and hedging activities on our
financial performance and cash flows;
· Competition from alternative fuels and alternative fuel additives;
· Changes or advances in plant production capacity or technical difficulties in
operating the plant; and
· Our reliance on key management personnel.
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We believe our expectations regarding future events are based on reasonable
assumptions; however, these assumptions may not be accurate or account for all
risks and uncertainties. Consequently, forward-looking statements are not
guaranteed. Actual results may vary materially from those expressed or implied
in our forward-looking statements. In addition, we are not obligated and do not
intend to update our forward-looking statements as a result of new information
unless it is required by applicable securities laws. We caution investors not to
place undue reliance on forward-looking statements, which represent management's
views as of the date of this report. We qualify all of our forward-looking
statements by these cautionary statements.
Available Information
Our website address is www.granitefallsenergy.com. Our annual report on Form
10-K, periodic reports on Form 10-Q, current reports on Form 8-K, and amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, are available, free of charge, on our website
under the link "SEC Compliance," as soon as reasonably practicable after we
electronically file such materials with, or furnish such materials to, the
Securities and Exchange Commission. The contents of our website are not
incorporated by reference in this report on Form 10-Q.
Industry and Market Data
Much of the information in this report regarding the ethanol industry, including
government regulation relevant to the industry is from information published by
the Renewable Fuels Association ("RFA"), a national trade association for the
United States ("U.S.") ethanol industry, and information about the market for
our products and competition is derived from publicly available information from
governmental agencies or publications and other published independent
sources. Although we believe our third-party sources are reliable, we have not
independently verified the information.
Overview
Granite Falls Energy, LLC ("Granite Falls Energy" or "GFE") is a Minnesota
limited liability company that owns and operates a dry mill corn-based, natural
gas fired ethanol plant in Granite Falls, Minnesota. Additionally, through
Project Viking, L.L.C., a wholly owned subsidiary ("Project Viking"), GFE owns
an approximately 50.7% controlling interest of Heron Lake BioEnergy, LLC ("Heron
Lake BioEnergy" or "HLBE"). HLBE is a Minnesota limited liability company that
owns and operates a dry mill corn-based, natural gas fired ethanol plant near
Heron Lake, Minnesota. Additionally, through its wholly owned subsidiary, HLBE
Pipeline Company, LLC ("HLBE Pipeline Company"), HLBE is the sole owner of
Agrinatural Gas, LLC ("Agrinatural"), which operates a natural gas pipeline.
Beginning as of December 11, 2019, HLBE holds a 100% interest in Agrinatural. At
October 31, 2019, HLBE held a 73% interest in Agrinatural.
When we use the terms "Heron Lake BioEnergy," "Heron Lake," or "HLBE" or similar
words, unless the context otherwise requires, we are referring to Heron Lake
BioEnergy and its wholly owned subsidiary, HLBE Pipeline Company, LLC, and its
wholly owned subsidiary Agrinatural. When we use the terms "Granite Falls
Energy" or "GFE" or similar words, unless the context otherwise requires, we are
referring to Granite Falls Energy, LLC and our operations at our ethanol
production facility located in Granite Falls, Minnesota. When we use the terms
the "Company," "we," "us," "our" or similar, unless the context otherwise
requires, we are referring to Granite Falls Energy, LLC and our consolidated
wholly and majority owned subsidiaries.
Our business consists primarily of the production and sale of ethanol and its
co-products (wet, modified wet and dried distillers' grains, corn oil and corn
syrup) locally, and throughout the continental U.S. Our production operations
are carried out at GFE's ethanol plant located in Granite Falls, Minnesota and
at HLBE's ethanol plant near Heron Lake, Minnesota.
GFE's ethanol plant has an approximate annual production capacity of 60 million
gallons of denatured ethanol, but has obtained EPA pathway approval and permits
from the Minnesota Pollution Control Authority ("MPCA") to increase its
production capacity to approximately 70 million gallons of undenatured ethanol
on a twelve-month rolling sum basis. HLBE's plant has an approximate annual
production capacity of 60 million gallons of denatured ethanol, but has obtained
EPA pathway approval and permits from the MPCA to increase its production
capacity to approximately 72 million gallons of undenatured ethanol on a twelve
month rolling sum basis. We intend to continue working toward increasing
production at plants to take advantage of the additional production allowed
pursuant to their respective permits so long as we believe it is profitable to
do so.
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We market and sell the products produced at our plants primarily using third
party marketers. The markets in which our products are sold may be local,
regional, national, and international and depend primarily upon the efforts of
third party marketers. We have contracted with Eco-Energy, Inc. to market all of
the ethanol produced at our ethanol plants. GFE also independently markets a
small portion of the ethanol production at its plant as E-85 to local
retailers.
We have contracted with RPMG, Inc. ("RPMG") to market the distillers' grains
produced at the GFE plant and with Gavilon Ingredients, LLC to market
distillers' grains produced at the HLBE plant. We have contracted with RPMG to
market all of corn oil produced at our ethanol plants. HLBE also occasionally
independently markets and sells excess corn syrup from the distillation process
at the Heron Lake plant to local livestock feeders.
We do not have any long-term, fixed price exclusive supply contracts for the
purchase of corn for either the GFE or HLBE plants. Both GFE and HLBE purchase
the corn necessary for operating directly from grain elevators, farmers, and
local dealers within approximately 80 miles of their respective plants. Neither
GFE's nor HLBE's members are obligated to deliver corn to our plants.
At the GFE plant, we pay Center Point Energy/Minnegasco a per unit fee to move
the natural gas through the pipeline, and we have guaranteed to move a minimum
of 1,500,000 MMBTUs annually through December 31, 2025, which is the ending date
of the agreement. We also have an agreement with Kinetic Energy Group whereby
Kinetic Energy Group, on our behalf, procures contracts with various natural gas
vendors to supply the natural gas necessary to operate the Granite Falls plant.
HLBE has a facilities agreement with Northern Border Pipeline Company, which
allows HLBE to access an existing interstate natural gas pipeline located
approximately 16 miles north of its plant. HLBE has entered into a firm natural
gas transportation agreement with its wholly owned subsidiary, Agrinatural. HLBE
also has an agreement with Constellation NewEnergy-Gas Division, LLC to supply
the natural gas necessary to operate the Heron Lake plant.
We have a management services agreement with HLBE pursuant to which our chief
executive officer, chief financial officer, and commodity risk manager also hold
those same offices with HLBE. The management services agreement automatically
renews for successive one-year terms unless either HLBE or GFE gives the other
party written notice of termination prior to expiration of the then current
term. The management services agreement may also be terminated by either party
for cause under certain circumstances.
As of December 11, 2019, HLBE owns a 100% interest in Agrinatural, a natural gas
distribution and sales company located in Heron Lake, Minnesota. Agrinatural
owns approximately 190 miles of natural gas pipeline and provides natural gas to
HLBE's ethanol plant and other commercial, agricultural and residential
customers through a connection with the natural gas pipeline facilities of
Northern Border Pipeline Company. Agrinatural's revenues are generated through
natural gas distribution fees and sales.
We have a natural gas local distribution company management agreement with
Agrinatural pursuant to which our chief executive officer and chief financial
officer also hold those same offices with Agrinatural. The agreement
automatically renews for successive one-year terms unless either Agrinatural or
GFE gives the other party written notice of termination prior to expiration of
the then current term. The agreement may also be terminated by either party for
cause under certain circumstances.
On August 2, 2017, GFE made a $7.5 million investment in Ringneck Energy & Feed,
LLC ("Ringneck"). Ringneck has constructed an ethanol plant outside of Onida,
South Dakota. The plant commenced operations in June 2019. On June 10, 2019, GFE
made an additional $500,000 investment in Ringneck. On June 29, 2018, GFE made a
$2.0 million investment in Harvestone Group, LLC ("Harvestone"). Harvestone is a
start-up ethanol marketing, logistics, and trading company headquartered in
Franklin, Tennessee. Details regarding our investment in Ringneck and Harvestone
are provided below in the section below titled "Investments."
Reportable Operating Segments
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 in deciding how to allocate resources and in assessing
performance. Our revenues from operations come from three primary sources: sales
of fuel ethanol, sales of
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distillers' grains and sales of corn oil at GFE's ethanol plant and HLBE's
ethanol plant. Therefore, we have determined that based on the nature of the
products and production process and the expected financial results, the
Company's operations at its ethanol plant and HLBE's plant, including the
production and sale of ethanol and its co-products, are aggregated into one
reporting segment.
Additionally, we also realize relatively immaterial revenue from natural gas
pipeline operations at Agrinatural, HLBE's majority owned subsidiary. The
intercompany transactions between HLBE and Agrinatural resulting from the firm
natural gas transportation agreement between the two companies are eliminated in
consolidation. After intercompany eliminations, revenues from Agrinatural
represent less than 1% of our consolidated revenues and have little to no impact
on the overall performance of the Company. Therefore, our management does not
separately review Agrinatural's operating performance information. Rather,
management reviews Agrinatural's natural gas pipeline financial data on a
consolidated basis with our ethanol production operations segment. Additionally,
management believes that the presentation of separate operating performance
information for Agrinatural's natural gas pipeline operations would not provide
meaningful information to a reader of the Company's condensed consolidated
unaudited financial statements.
We currently do not have or anticipate that we will have any other lines of
business or other significant sources of revenue other than the sale of ethanol
and its co-products, which include distillers' grains and non-edible corn oil.
Plan of Operations for the Next Twelve Months
Over the next twelve months, we will continue our focus on operational
improvements at our plants. These operational improvements include exploring
methods to improve ethanol yield per bushel and increasing production output at
our plants to take full advantage of our permitted production capacities,
reducing our operating costs, and optimizing our margin opportunities through
prudent risk-management policies.
We expect to have sufficient cash generated by continuing operations and
availability on current credit facilities to fund our operations. However,
should unfavorable operating conditions continue in the ethanol industry that
prevent us from profitably operating the ethanol plants, we may need to seek
additional funding.
Additionally, we expect to continue to conduct routine maintenance and repair
activities at our ethanol plants to maintain current plant infrastructure, as
well as small capital projects to improve operating efficiency. We anticipate
using cash we generate from our operations and our revolving term loan to
finance these plant upgrade projects.
Trends and Uncertainties Impacting Our Operations
The principal factors affecting our results of operations and financial
conditions are the market prices for corn, ethanol, distillers' grains and
natural gas, as well as governmental programs designed to create incentives for
the use of corn-based ethanol. Other factors that may affect our future results
of operation include those risks discussed below and in "PART II - Item 1A. Risk
Factors" of this report and "PART I - Item 1A. Risk Factors" of our annual
report on Form 10-K for the fiscal year ended October 31, 2019.
Our operations are highly dependent on commodity prices, especially prices for
corn, ethanol, distillers' grains and natural gas. As a result, our operating
results can fluctuate substantially due to volatility in these commodity
markets. The price and availability of corn is subject to significant
fluctuations depending upon a number of factors that affect commodity prices in
general, including crop conditions, yields, domestic and global stocks, weather,
federal policy and foreign trade. Natural gas prices are influenced by severe
weather in the summer and winter and hurricanes in the spring, summer and fall.
Other factors include North American exploration and production, and the amount
of natural gas in underground storage during injection and withdrawal seasons.
Ethanol prices are sensitive to world crude oil supply and demand, domestic
gasoline supply and demand, the price of crude oil, gasoline and corn, the price
of substitute fuels and octane enhancers, refining capacity and utilization,
government regulation and incentives and consumer demand for alternative fuels.
Distillers' grains prices are impacted by livestock numbers on feed, prices for
feed alternatives and supply, which is associated with ethanol plant production.
Because the market price of ethanol is not always directly related to corn, at
times ethanol prices may lag price movements in corn prices and corn-ethanol
price spread may be tightly compressed or negative. If the corn-ethanol spread
is compressed or negative for sustained period, it is possible that our
operating margins will decline or become negative
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and our plants may not generate adequate cash flow for operations. In such
cases, we may reduce or cease production at our plants to minimize our variable
costs and optimize cash flow.
Management currently believes that our margins will remain negative or low
during the remainder of the fiscal year 2020. Continued large corn supplies and
ethanol production capacity increases could have a negative impact on the market
price of ethanol which could adversely impact our profitability. This negative
impact could worsen if domestic ethanol inventories remain high or grow, or if
U.S. exports of ethanol decline. Recent US Energy Information Administration
("EIA") reports indicate that ethanol stocks remain high and that ethanol
production remains steady since the conclusion of fiscal year 2019. In addition,
management believes that increased waivers of small refiner renewable volume
obligations ("RVOs") by the US Environmental Protection Agency ("EPA"), as well
as uncertainty regarding the potential Renewable Fuels Standard ("RFS") reset,
will contribute to the projected negative or low margins.
Additionally, while ethanol continues trading at a significant discount to
gasoline, which has improved export demand somewhat, increased waivers of small
refiner RVOs by the EPA has contributed to management's expectation regarding
margins. The impact of the increases in small refiner waivers granted by the EPA
and the reductions in Chinese imports continues to have a negative impact on
prices for renewable identification numbers ("RINs") for corn-based ethanol. As
a result, RINs prices remain lower, removing a blending incentive from the
ethanol marketplace.
Increases in the price for crude oil and unleaded gasoline could have a negative
impact on the demand for gasoline and impact the market price of ethanol, which
could adversely impact our profitability. According to the EIA February 2020
Short Term Energy Outlook, U.S. gasoline demand was approximately 9.3 million
barrels per day in 2019 and is expected to stay at that same level in 2020. The
EIA forecasts regular gasoline prices to average $2.60 per gallon in 2020
compared to the 2019 average of $2.73 per gallon. The EIA also estimates the
summer peak price will gradually decrease from the peak in August at an average
of $2.68 per gallon to an average $2.53 per gallon in December. Any increase in
the average gallon cost to the public could have a negative impact on the EIA's
forecast.
In addition, crude oil prices have fallen sharply in March 2020, as a result of
market reaction to the coronavirus pandemic, which has caused global demand to
decline, and international price wars. Such marked decreases in crude oil prices
are likely to have a negative impact on the demand for ethanol, which are likely
to be exacerbated by overall lessened global energy demand as a result of the
coronavirus pandemic.
Continued ethanol production capacity increases could also have a negative
impact on the market price of ethanol, which could be further exacerbated if
domestic ethanol inventories remain high or grow, or if U.S. exports of ethanol
decline. Throughout 2019, some U.S. ethanol plants temporarily suspended
production due to negative margins and stagnant export projections caused by
trade barriers.
In recent years, exports of ethanol have increased; however exports fell
slightly during the 2019 fiscal year compared to the 2018 fiscal year. Export
demand for ethanol is less consistent compared to domestic demand which can lead
to ethanol price volatility. In April 2018, in response to the tariffs imposed
by the Trump administration, China announced an additional retaliatory tariff on
ethanol imports of 15%, bringing the total tariff to 45%. Subsequently, in July
2018, China announced an additional tariff on ethanol imports, bringing the
total tariff to 70%. As a result, recent exports to China have been negligible.
Brazilian demand for U.S. ethanol has remained relatively steady, despite a
tariff imposed in 2017. In August 2019, Brazil announced that it raised the
quota on U.S. ethanol imports under its tariff rate quota from 600 million
liters per year to nearly 750 million liters per year. Any decrease in U.S.
ethanol exports could adversely impact the market price of ethanol unless
domestic demand increases or foreign markets are developed.
During our first fiscal quarter of 2020, distillers' grains prices fell, due to
lower export demand and weakness in corn and soybean meal prices. In addition to
being an animal feed substitute for corn, distillers' grains are increasingly
considered a protein feed substitute for soybean meal. Management currently
believes that the impact of the current Chinese imposition of antidumping and
countervailing duties on distillers' grains produced in the U.S. has been
absorbed into the market. However, recent trade disputes with China, Mexico and
Canada could result in the imposition of additional tariffs on distillers'
grains produced in the United States, which could lead to an oversupply of
distillers' grains domestically and negatively impact distillers' grains prices.
Additionally, domestic feeding margins in cattle and hogs in particular could
have a negative impact on total domestic distillers' grains demand.
Corn oil prices have been slightly negatively impacted during the three months
ended January 31, 2020, in line with the recent historic perspective, which has
seen corn oil prices over the past few years be impacted by oversupply of
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soybeans and the resulting lower price of soybean oil which competes with corn
oil for biodiesel production, in addition to increased corn oil production. The
impact of lower soybean oil prices and the market's increase in corn oil
production during the last few years will likely continue to impact corn oil
prices.
In December 2019, legislation was signed extending the $1.00 per-gallon
biodiesel blender tax credit retroactively to January 1, 2018 through December
31, 2022. However, corn oil prices may decrease if biodiesel producers reduce
production and/or demand for corn oil is reduced without extension of the
biodiesel blenders tax credit.
Given the inherent volatility in ethanol, distillers' grains, non-food grade
corn oil, grain and natural gas prices, we cannot predict the likelihood that
the spread between ethanol, distillers' grains, non-food grade corn oil, and
grain prices in future periods will be consistent compared to historical
periods.
Government Supports and Regulation
The Renewable Fuels Standard
The ethanol industry is dependent on several economic incentives to produce
ethanol, the most significant of which is the federal Renewable Fuels Standard
("RFS"). The RFS has been, and we expect will continue to be, a significant
factor impacting ethanol usage. Any adverse ruling on, or legislation affecting,
the RFS could have an adverse impact on short-term ethanol prices and our
financial performance in the future.
Under the provisions of the RFS, the EPA must publish an annual rule that
establishes the number of gallons of different types of renewable fuels,
including corn-based ethanol, that must be blended with gasoline in the U.S. by
refineries, blenders, distributors, and importers, which affects the domestic
market for ethanol. In December 2019, the EPA released the final renewable
volume obligations ("RVOs"), which included an overall blending requirement of
20.09 billion gallons for 2020, a slight increase from 2019 mandates.
Conventional corn-based ethanol levels were left at 15.0 billion gallons,
excluding any waivers granted by the EPA to small refiners for "hardship."
U.S. ethanol production capacity exceeded the EPA's 2018 and 2019 RVOs that can
be satisfied by corn-based ethanol. Under the RFS, if mandatory renewable fuel
volumes are reduced by at least 20% for two consecutive years, the EPA is
required to modify, or reset, statutory volumes through 2022. In October 2018,
the Office of Management and Budget announced that the 20% thresholds "have been
met or are expected to be met in the near future." In May 2019, the EPA
delivered the proposed RFS "reset" rule to the White House Office of Management
and Budget for its review. If the statutory RVOs are reduced as a result of
reset, it could have an adverse effect on the market price and demand for
ethanol which would negatively impact our financial performance.
There is growing availability of E85 for use in flexible fuel vehicles; however,
it is limited due to lacking infrastructure. In addition, the industry has been
working to introduce E15 to the retail market since the EPA approved its use in
vehicles model year 2001 and newer. However, widespread adoption of E15 has been
hampered by regulatory and infrastructure hurdles in many states, as well as
consumer acceptance. Additionally, sales of E15 may have been limited because
(i) it is not approved for use in all vehicles, (ii) the EPA requires a label
that management believes may discourage consumers from using E15, and (iii)
retailers may choose not to sell E15 due to concerns regarding liability. In
addition, different gasoline blendstocks may have been required at certain times
of the year in order to use E15 due to federal regulations related to fuel
evaporative emissions. This may have prevented E15 from being used during
certain times of the year in various states. However, on May 30, 2019, the EPA
issued a final rule which allows E15 to be sold year-round. In June 2019, the
American Fuel and Petrochemical Manufacturers association filed a lawsuit in the
U.S. Court of Appeals for the District of Columbia challenging the final rule.
Additionally, in August 2019, the Small Retailers Coalition filed a lawsuit in
the U.S. Court of Appeals for the District of Columbia seeking review of the
final rule. There is no guarantee that the final rule will be upheld. Legal
challenges could create uncertainty for retailers desiring to implement or
expand sales of E15. Additionally, although the year-round E15 rule is now
final, there is no guarantee that retailers will implement the sale of
year-round E15, nor is there a guarantee that the rule will result in an
increase of ethanol sales.
The EPA assigns individual refiners, blenders, and importers the RVOs they are
obligated to use based on their percentage of total fuel sales. Obligated
parties use RINs to show compliance with RVOs. RINs are attached to renewable
fuels by producers and detached when the renewable fuel is blended with
transportation fuel or traded in the open market. The market price of detached
RINs affects the price of ethanol in certain markets and influences the
purchasing decisions by obligated parties. Under the RFS, small refineries may
petition for and be granted temporary exemptions from the
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RVOs if they can demonstrate that compliance with the RVOs would cause
disproportionate economic hardship. The EPA has recently granted a number of
these exemptions, whereby such refiners were alleviated of their responsibility
to supply RINS for their obligated volumes based upon the grounds of economic
hardship. On February 20, 2020, the EPA released data on the number of waivers
filed, which indicated that 23 petitions for waivers for the 2019 compliance
year have been received. For the 2018 compliance year, 42 petitions have been
received. To date, the EPA has approved 31 petitions and denied 6 petitions, and
5 petitions have been declared ineligible or withdrawn. The 31 approved
petitions have exempted approximately 1.43 billion RINs, which is approximately
13.42 billion gallons of gasoline and diesel, from meeting the RFS blending
targets. The 37 approved petitions for compliance year 2017 exempted
approximately 1.82 billion RINs, which is approximately 17.05 billion gallons of
gasoline and diesel, from meeting the RFS blending targets. It is expected that
additional petitions for waivers for the 2019 compliance year will be received
by the EPA. It is also expected that the EPA will approve a significant number
of these waiver petitions, thereby exempting a substantial number of gallons of
gasoline and diesel from meeting the RFS blending targets. These exemptions
decrease demand for our products, which negatively impacts ethanol prices and
our profitability.
A proposed rule released by the EPA in October 2019 proposed changes intended to
project the exempted volume of gasoline and diesel due to small refinery
exemptions, regardless of whether such exemptions were actually granted after
the annual rulemaking. However, the final rule released by the EPA in December
2019 provides that EPA will project exempt volumes based on a three-year average
of the relief recommended by the Department of Energy ("DOE") for years
2016-2018, rather than based on actual exemptions granted. For the 2016
compliance year, the EPA said the DOE's recommended relief was approximately 440
million RINs. The EPA, however, actually granted waivers for approximately 790
million RINs. Similarly, the DOE's 2017 compliance year recommendation was 1.02
billion RINs, as compared to the approximately 1.82 billion RINs granted waivers
by the EPA. For the 2018 compliance year, the DOE recommended the EPA approve
waivers for 840 million RINs, as compared to the approximately 1.43 billion RINs
granted waivers by the EPA. The EPA's final rule also announced its general
policy approach with respect to small refinery waivers on a go-forward basis as
consistent with DOE's recommendations, where appropriate. The final rule fell
short of the relief that was urged by ethanol producers. As a result, management
expects that small refinery exemptions will continue to have a negative effect
on demand for our products, ethanol prices, and our profitability.
Legal challenges are underway to the RFS, including the EPA's recent reductions
in the RFS volume requirements, the 2018 final rule, and the denial of petitions
to change the RFS point of obligation. If the EPA's decision to reduce the
volume requirements under the RFS is allowed to stand, if the volume
requirements are further reduced, or if the RFS point of obligation were
changed, it could have an adverse effect on the market price and demand for
ethanol which would negatively impact our financial performance.
Beginning in January 2016, various ethanol and agricultural industry groups
petitioned a federal appeals court to hear a legal challenge to of the EPA's
decision to reduce the total renewable fuel volume requirements for 2014-2016
through use of its "inadequate domestic supply" waiver authority. On July 28,
2017, the U.S. Court of Appeals for the D.C. Circuit ruled in favor of the
petitioners, concluding that the EPA erred in its exercise of "inadequate
domestic supply" waiver authority by considering demand-side constraints. As a
result, the Court vacated the EPA's decision to reduce the total renewable fuel
volume requirements for 2016, and remanded to the EPA to address the 2016 total
renewable fuels volume requirements. In December 2019, the EPA announced that it
is deferring action on this issue until an anticipated date in early 2020. While
management believes the decision should benefit the ethanol industry overall by
clarifying the EPA's waiver analysis is limited to consideration of supply-side
factors only, no direct impact on the Company is expected from the decision.
On May 1, 2018, the Advanced Biofuel Association submitted a petition with the
U.S. Court of Appeals for the D.C. Circuit challenging EPA's process for
granting exemptions from compliance under the RFS to small refineries. The
Advanced Biofuel Association petition asks the court to review the EPA's
decision to modify criteria to lower the threshold by which the agency
determines whether to grant small refineries an exemption for the RFS for
reasons of disproportionate economic hardship. In May 2019, the U.S. Court of
Appeals for the D.C. Circuit denied a motion by the Advanced Biofuels
Association seeking a preliminary injunction to prevent the EPA from granting
any additional small refinery exemptions under the RFS until its pending lawsuit
with the agency is resolved. In August 2019, the U.S. Court of Appeals for the
D.C. Circuit denied the petition, upholding the EPA's decisions.
Additionally, on May 29, 2018, the National Corn Growers Association, National
Farmers Union, and the Renewable Fuels Association ("RFA") filed a petition with
the U.S. Court of Appeals for the 10th Circuit challenging the EPA's grant of
waivers to three specific refineries. The petitioners are asking the U.S. Court
of Appeals for the 10th Circuit
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to reject the waivers granted to three refineries located in Wynnewood,
Oklahoma, Cheyenne, Wyoming, and Woods Cross, Utah as an abuse of EPA
authority. These waived gallons are not redistributed to obligated parties, and
in effect, reduce the aggregate RVOs under the RFS. In January 2020, the court
struck down the exemptions as improperly issued by the EPA. The court
interpreted the RFS statute to require that any exemption granted to a small
refinery after 2010 must take the form of an "extension," which would require a
small refinery exemption in prior years to prolong, enlarge or add to. The court
approved a 15-day extension of the deadline to file a petition for rehearing,
which sets the deadline at March 24, 2020. It is unclear what the effect of this
ruling would be on the EPA's future granting of small refinery hardship waivers,
if any. If the specific waivers granted by the EPA and/or its lower criteria for
granting small refinery waivers under the RFS are allowed to stand, or if the
volume requirements are further reduced, it could have an adverse effect on the
market price and demand for ethanol which would negatively impact our financial
performance.
Related to the recent lawsuits, the Renewable Fuels Association, American
Coalition for Ethanol, Growth Energy, National Biodiesel Board, National Corn
Growers Association, Biotechnology Industry Organization, and National Farmers
Union petitioned the EPA on June 4, 2018 to change its regulations to account
for lost volumes of renewable fuel resulting from the retroactive small refinery
exemptions. This petition to EPA seeks a broader, forward-looking remedy to
account for the collective lost volumes caused by the recent increase in
retroactive small refinery RVO exemptions. In June 2018, the court issued a stay
pending further administrative proceedings. On July 30, 2019, the groups
petitioned the court to lift such stay. It is unclear what regulatory changes,
if any, will emerge from the petition to the EPA.
Further, on July 31, 2018, Producers of Renewables United for Integrity Truth
and Transparency filed a petition for review in the U.S. Court of Appeals for
the D.C. Circuit, petitioning for review of final agency action by the EPA in
its decision to allow the generation of RINs by obligated parties under the RFS
that do not represent biofuel production in the year the RIN was generated. In
May 2019, the court issued an order dismissing a portion of the lawsuit
challenging the EPA's timing, due to untimely filing. The order also transferred
the RINs issues to the U.S. Court of Appeals for the 10th Circuit.
Also, on August 30, 2018, the RFA and Growth Energy filed a lawsuit in federal
district court, alleging that the EPA and U.S. Department of Energy have
improperly denied agency records requested by RFA, Growth Energy, and others
under the Freedom of Information Act. The requested documents relate to
exemptions from Renewable Fuel Standard compliance obligations granted by EPA.
Additionally, on February 4, 2019, Growth Energy filed a lawsuit in the U.S.
Court of Appeals for the D.C. Circuit against the EPA, challenging the EPA's
"failure" to address small refinery exemptions in its 2019 RVO rulemaking.
Although the maintenance of the 15.0 billion gallon threshold for volume
requirements that may be met with corn-based ethanol in the 2020 final rule, in
addition to the year-round E15 rule, signals support from the EPA and the Trump
administration for domestic ethanol production, the Trump administration could
still elect to materially modify, repeal, or otherwise invalidate the RFS. Any
such reform could adversely affect the demand and price for ethanol and the
Company's profitability.
Tax Cuts and Jobs Act
On December 22, 2017, the Tax Cuts and Jobs Act (the "Tax Reform Act") was
signed into law. The Tax Reform Act includes significant changes to the taxation
of partnership entities. The Company continues to evaluate the impact of the Tax
Reform Act with its professional advisors. The full impact of the Tax Reform Act
on the Company in future periods cannot be predicted at this time. On March 23,
2018, Congress rescinded an unintended consequence of the Tax Reform Act under
section 199A, which provided certain tax benefits to producers selling grain to
cooperative associations and enabled a potential marketplace advantage over
other agribusiness companies.
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Table of Contents
Results of Operations for the Three Months Ended January 31, 2020 and 2019
The following table shows summary information from the results of our operations
and the approximate percentage of revenues, costs of goods sold, operating
expenses and other items to total revenues in our unaudited condensed
consolidated statements of operations for the three months ended January 31,
2020 and 2019 (amounts in thousands).
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