UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
 For the fiscal year ended October 31, 20202021
 
OR
 
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)
 
Minnesota20-4798531
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)

24500 US Highway 14,Lamberton,MN56152
(Address of principal executive offices)(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act: None
Title of each classTrading 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 FileroAccelerated Filero
Non-Accelerated FilerxSmaller Reporting Company
Emerging Growth Company

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.                        

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

As of April 30, 2020,2021, 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 $41,510,000.$41,220,000. 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 21, 2021,19, 2022, there were 4,7924,770 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.


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INDEX

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


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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.
Changes in the availability and price of corn and natural gas;
Reduction or elimination of the Renewable Fuel Standard;
Our ability to comply with the financial covenants contained in our credit agreements with our lenders;
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;
Results of our hedging activities and other risk management strategies;
Ethanol and distillers grains supply exceeding demand and corresponding price reductions;
Our ability to generate cash flow to invest in our business and service our debt;
Changes in the environmental regulations that apply to our plant operations and changes in our ability to comply with such regulations;
Changes in our business strategy, capital improvements or development plans;
Changes in plant production capacity or technical difficulties in operating the plant;
Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture, oil or automobile industries;
Lack of transportation, storage and blending infrastructure preventing ethanol from reaching high demand markets;
Changes in federal and/or state laws or policies impacting the ethanol industry;
Changes and advances in ethanol production technology and the development of alternative fuels and energy sources and advanced biofuels;
Competition from alternative fuel additives;
Changes in interest rates and lending conditions;
Decreases in the price we receive for our ethanol and distillers grains;
Volatile financial or commodity markets;
Our inability to secure credit or obtain additional equity financing we may require in the future;
Our ability to retain key employees and maintain labor relations;
Decreases in export demand due to the imposition of tariffs by foreign governments on ethanol and distillers grains produced by the the United States;
A slowdown in global and regional economic activity, demand for our products and the potential for labor shortages and shipping disruptions resulting from pandemics including COVID-19; and
Competition from the increased use of electric vehicles.

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.
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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 nameplate ethanol plant near Lamberton, Minnesota. Since August 2009, we have been engaged in the production of ethanol and distillers grains at the plant. We were previously operating at an annual rate of approximately 59.5 million gallons. However, inOn 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.

The ethanol industry experienced industry-wide record low ethanol prices throughout most of 2018 and 2019 due to reduced demand and high industry inventory levels. This continued into 2020 and the situation was compounded by the impact of the COVID-19 pandemic. In response to unfavorable operating conditions, we reduced our Our ethanol production levels by up to 25% in March, 2020. As conditions improved in June 2020, we began increasing production levels tofor the fiscal year ended October 31, 2021 were at an annual rate of approximately 64 million gallons.

We received a loan on April 17, 2020 in the amount of $712,200 through the Payroll Protection Program (the "PPP") which offers loans to small businesses impacted by the COVID-19 pandemic. These loans are forgiven to the extent proceeds are spent on certain qualifying costs and other conditions are met. Management anticipates that the loan will be substantially forgiven. To the extent it is not forgiven, we would be required to repay that portion at an interest rate of 1% over twelve months beginning on May 1, 2021.

On August 26, 2020, we entered into an agreement with Nelson Baker BioTech, Inc. to install a system which will allow us to produce hydrous USP grade ethanolhigh purity alcohol for use in the hand sanitizer and sanitizer market. We commenced construction in November, 20202020. The project was completed in October 2021 and expect to complete the project during the second quarterlimited production of high purity alcohol commenced. However, we had only limited production of high purity alcohol in our 2021 fiscal year due to current positive margins in ethanol. We expect to begin sales in our 2022 fiscal year.

On September 14, 2020, we We have executed a Second Amendment to Second Amended and Restated Credit Agreement (the "Second Amendment"), which amends the Second Amended and Restated Credit Agreement dated January 22, 2016an agreement with Compeer Financial, PCA f/k/a AgStar Financial Services, PCA, as administrative agent,RPMG, Inc. ("Compeer"). The Second Amendment provides for a $6,000,000 term loan (the "2020 Term Loan"RPMG") to be used to fund certain improvements to the exclusive marketer of our high purity alcohol. RPMG is currently our exclusive marketer and distributor of ethanol production facility. The 2020 Term Loan is subject to a variable interest rate based onand corn oil. We are also an owner of Renewable Products Marketing Group, LLC, the Wall Street Journal's Prime Rate plus 45 basis points. Beginning on October 1, 2020, monthly principal payments are due on the 2020 Term Loanparent entity of $250,000 plus accrued interest. Payments of all amounts outstanding are due on September 14, 2022. We paid $30,000 in commitment and amendment fees. The loan facility with Compeer is secured by substantially all business assets and also subjects the Company to various financial and non-financial covenants that limit distributions and debt and require minimum debt service coverage and working capital requirements. In addition, we are limited to annual capital expenditures of $5,000,000 in the aggregate without prior approval, incurring additional debt over certain amounts without prior approval, and making additional investments without prior approval. On September 30, 2020, we executed a Third Amendment to Second Amended and Restated Credit Agreement to provide that the monthly installment payments of principal and interest on the 2020 Term Loan will commence on January 1, 2021 instead of October 1, 2020.RPMG.

On September 26, 2013, we entered into a series of related definitive agreements with Butamax Advanced Biofuels, LLC ("Butamax") pursuant to which Butamax installed and leased its corn oil separation system and licensed to the Company  corn oil separation technology.  On December 3, 2020, we executed a Termination and Asset Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Butamax agreed to (i) sell the corn oil separation system to the Company; and (ii) provide a license to the Company for its corn oil separation technology to remain in effect until expiration of the patents unless earlier terminated in accordance with the terms of the Technology License Agreement. In exchange for the purchase of the corn oil separation system and the license, the Company pre-paid a lump sum fee to Butamax. The Purchase Agreement also provided for the termination of the remaining agreements with Butamax as of December 3, 2020.   

Effective March 15, 2021, we executed a Third Amended and Restated Credit Agreement (the "Third Amendment") with Compeer Financial, PCA f/k/a AgStar Financial Services, PCA, as administrative agent, ("Compeer"), which amends and restates the Second Amended and Restated Credit Agreement dated January 22, 2016. The primary purpose of the Third Amendment was to add a Revolving Line of Credit Loan to be used for working capital or ongoing operating expenses. The Revolving Credit Loan is for an amount equal to the Borrowing Base, with a maximum limit of $10,000,000, with a variable interest rate based on at the one-month LIBOR rate plus 325 basis points with no minimum interest rate. The Revolving Line of Credit Loan may be advanced, repaid and re-borrowed during the term. Monthly interest payments are due on the Revolving Line of Credit Loan with payment of all amounts outstanding due on March 15, 2022. We are also required to pay unused commitment fees for the Revolving Line of Credit Loan. The Third Amendment also allows us 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 2020 Term Loan is $0.

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


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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.
ProductProductFiscal Year 2020Fiscal Year 2019Fiscal Year 2018ProductFiscal Year 2021Fiscal Year 2020Fiscal Year 2019
EthanolEthanol77 %78 %77 %Ethanol78 %77 %78 %
Distillers GrainsDistillers Grains19 %19 %20 %Distillers Grains16 %19 %19 %
Corn OilCorn Oil%%%Corn Oil%%%

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.

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.

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.

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Over the past fiscal year, Brazil, Canada, India and IndiaSouth Korea were top destinations for ethanol exports. However, overall exports of ethanol for this period decreased duehave been lower. Ethanol export demand is more unpredictable than domestic demand and tends to escalatingfluctuate over time as it is subject to monetary and political forces in other nations. In addition, trade barriers and the impacts of COVID-19.with key markets can negatively affect export demand. Tariffs implemented by Brazil and China on ethanol imported from the United States reduced export demand from those markets. Trade restrictions mayhave had and continue to have a negative effect on ethanol export demand and domestic ethanol prices. Export demand hasfrom those markets. The COVID-19 pandemic also decreased duecontinues to the disruption in global fuel demand resulting from restrictions in responsecreate uncertainty as to the COVID-19 pandemic. Restricted travel, new lockdown measures and slow economic growth continue to have a negative effect on global fuel consumption and it is unknown when such demand will recover as reopening efforts continue to evolve.future export 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 fourfive years has resulted in a significant decline in demand from China requiring United States producers to seek out alternative markets. Over the past year, the United States exported a significant amount of distillers grains to Mexico, Indonesia,South Korea, and Vietnam. However, overall exportsExports of distillers grains decreasedincreased during 20202021 due to increases in supply for the COVID-19 pandemic and trade disputes with foreign governments.period compared to 2020.

    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 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 have an exclusive marketing agreement with RPMG for the purposes of marketing and distributing our corn oil. 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.

New Products and Services

We expect to start producing and selling hydrousbegan limited production of USP grade ethanolhigh purity alcohol for use in the hand sanitizer, sanitizer and sanitizer marketother markets during our 2021 fiscal year and expect to start selling our high purity alcohol for use in the hand sanitizer, sanitizer and other markets during our 2022 fiscal year.


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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 70.2 million gallons of ethanol per year, our ethanol plant needs approximately 23.5 million bushels of corn, or approximately 65,000 bushels of corn per day, as the feedstock for its dry milling process.

    We previously procured corn from CHS pursuant to a grain origination agreement (the "CHS Agreement"). 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.

Corn prices were higher during the fiscal year ended October 31, 20202021 compared to the same period in 2019,2020, primarily due to concerns resulting from estimates for decreased production and increased exports.demand which outpaced supply. On November 10, 2020,9, 2021, the United States Department of Agriculture ("USDA") released a report estimating the 20202021 national corn crop at approximately 14.515.1 billion bushels, up 7% from last year's production, with yields averaging 175.8177 bushels per acre. The USDA also reported area harvested for grain at 82.585.1 million acres, up 1%3% from 2019. The corn crop2020. However, yields in our local area hashave been plentiful. However, corn prices could rise in the near termlower due to strong export and domestic demand.dry weather which could have a negative affect on the price we pay for our corn. Weather conditions, world supply and demand, current and anticipated corn stocks, agricultural policy and other factors can all 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 ("NNG") interstate natural gas pipeline located approximately one half mile from our ethanol plant. On July 30, 2018, we entered into an Amendmentamendment to TFX Throughput Service Agreementour agreement with Northern Natural Gas Company. The amendmentNNG which 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
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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 20212022 fiscal year.


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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 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 20212022 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. We amended our license arrangement with Butamax to provide for a one-time fee which was paid in December of 2020.

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.
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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 and our Revolving Line of Credit Loan with Compeer Financial, PCA ("Compeer"). At October 31, 2020,2021, we had approximately $14,000,000$19,500,000 available
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to draw on our Term Revolving Loan.Loan and approximately $10,000,000 available to draw on our Revolving Line of Credit Loan, respectively.
    
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.

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.obligation ("RVO"). The statutory volumes and the EPA's volumesRVOs for 2019 and 2020 (in billion gallons) are as follows:
Total Renewable Fuel Volume RequirementPortion of Volume Requirement That Can Be Met By Corn-based EthanolTotal Renewable FuelPortion of Volume Requirement That Can Be Met By Corn-based Ethanol
2019Statutory28.0015.00
EPA Rule 11/30/1819.9215.00
20202020Statutory30.0015.002020Statutory30.0015.00
EPA Rule 12/19/1920.0915.00EPA Rule 12/19/1920.0915.00

    However, in December 2021, the EPA proposed to retroactively reduce the RVO for total renewable fuel for 2020 to 17.13 billion gallons. The portion that could be met by corn-based ethanol would be reduced to 12.5 billion for 2020. The EPA has not yet releasedindicated that the reason for this retroactive proposed rulechange was program and market challenges including from the COVID-19 pandemic. In addition, the EPA proposed to set the RVO for total renewable volumefuel for 2021 to 18.52 billion gallons and for 2022 to 20.77 billion gallons. The portion that could be met by corn-based ethanol would be 13.32 billion for 2021 and would then increase to 15 billion gallons in 2022. The EPA also proposed to add a 250 million gallon supplemental obligation in 2022 and stated its intention to do the same for 2021.2023. The public comment period for the proposed rules is open through February 4, 2022.

Small refineries can petition the EPA annually for an exemption from their ethanol use requirements for the prior compliance year. The EPA granted significantly more small refinery waivers in 2018 and 2019 than in past years and did not reallocate the waived gallons to other refiners. These actions resulted in decreased ethanol demand which led to reduced market ethanol prices and negative operating margins in the ethanol industry. In January 2020, the Tenth Circuit Court of Appeals ruled that small refinery exemptions may only be granted to refineries that had secured them continuously each year since 2010. Consistent with this ruling, in September 2020, the EPA denied certain small refinery exemption petitions filed by oil refineries in 2020 seeking retroactive relief from their ethanol use requirements for prior years.

However, in June 2021, the U.S. Supreme Court partially reversed the decision finding that a small refinery may obtain a hardship exemption even if its earlier exemption had lapsed in one or more previous years. In December 2021, the EPA proposed to deny more than 60 small refinery
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exemption petitions for one or more compliance years between 2016 and 2021 on the grounds that the petitioners had failed to show that the EPA had a basis to approve them.

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. 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 sugarcane. This could make sugarcane based ethanol, which is primarily produced in Brazil, more competitive in the United States ethanol market.
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. In recent years, the gasoline demand in the United States has been estimated at approximately 143 billion gallons. Assuming that this estimate is correct and that all gasoline in the United States is blended at a rate of 10% ethanol and 90% gasoline, the maximum demand for ethanol domestically would be 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 not 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. In addition, gasoline demand in 2020 was lower due to COVID-19.

     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. However, in June of 2021, the U.S. Court of Appeals for the District of Columbia struck down this rule finding that the EPA had exceeded its authority.

    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.

In May 2020, the United States Department of Agriculture ("USDA") announced the Higher Blends Infrastructure Incentive Program which consists of up to $100 million in funding for grants to be used to increase the availability of higher blends of ethanol and biodiesel fuels. Funds may be awarded to retailers such as fueling stations and convenience stores to assist in the cost of installation or upgrading of fuel pumps and other infrastructure. In October 2020, the USDA announced the first round of awards to recipients of $22 million worth of grants. To date, the USDA has awarded approximately $66.4 million to eligible projects.

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 could require us to obtain additional or new permits or spend considerable resources in complying with such regulations and increase our operating costs and expenses. It also is possible that federal or state environmental rules or regulations could be adopted
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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. 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, 2021, we incurred costs and expenses of approximately $282,000 complying with environmental laws.

Plant operations are governed by the Occupational Safety and Health Administration. We are also subject to regulation by several other federal and state agencies including the Alcohol and Tobacco Tax and Trade Bureau, the Federal Railroad Administration, (“OSHA”). OSHAthe Minnesota Department of Agriculture and the U.S. Department of Agriculture. Federal and state 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.

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    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 210 ethanol production facilities in the U.S. with capacity to produce approximately 17.617.5 billion gallons of ethanol. However, many ethanol plants significantly reduced ethanol production or even ceased operations altogether in the spring of 2020 in response to the disruption in demand from the COVID-19 pandemic. Some of these plants have gradually increased production as fuel demand partially recovered but some have not returned to historic levels or restarted operations. It is unknown how much production in the United States is currently idled or when demand will fully return.

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.

TheFollowing the acquisition of several plants by POET Biorefining from Flint Hill Resources earlier this year, the largest ethanol producers now 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 PRODUCERSPRODUCERS*
Producers of Approximately 750
million gallons per year (mmgy) or more
CompanyApproximate Capacity
(mmgy)
POET Biorefining1,8052,648 
Valero Renewable Fuels1,730 
Archer Daniels Midland1,7161,674 
Green Plains Renewable Energy1,128
Flint Hill Resources840934 
*According to information reported by the RFA on December 30, 2021    
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    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. The effect of the tariff has been mitigated somewhat by the adoption of a rate tariff quota that allowed 750 million liters of ethanol annually to be allowed into Brazil before the tariff applies. However, this rate tariff quota expired in December 2020. Although ethanol imports have decreased, if competition
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from ethanol imports were to increase again that could negatively impact demand for ethanol produced in the United States 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.

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 increased production capacities resulting in increased industry inventory levels and an excess of the supply of ethanol in the market. During our 2019 fiscal year, many ethanol producers reduced production or ceased production altogether as a result of unfavorable operating conditions. During our 2020 fiscal year, the ethanol industry was further impacted by decreased fuel demand due to restrictions related to the COVID-19 pandemic.
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 LawsEmployees

We are subjectdepend on our employees to extensive air, wateroperate our plant. While we face competition to attract and other environmental regulationsretain personnel with the necessary skills, we believe that we compete favorably on the basis of wages and we were requiredbenefits and our commitment to obtain a numbertraining and development. In addition, the safety of environmental permits to constructour employees is our highest priority. We have developed 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 obtainedenforce workplace safety policies and programs in order to implement these changes.

Duringmaintain a high standard for performance in our operations and ensure the fiscal year ended October 31, 2020, we incurred costs and expensessafety of approximately $328,000 complying with environmental laws.

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Employees

our workers. As of October 31, 2020,2021, we had 4342 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
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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.

    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 20202022 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.
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    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 our ethanol and corn oil, fails it may negatively impact our ability to profitably operate the ethanol plant. 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
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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.
    
    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. 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. On November 25, 2020, our lender waived the Company's violation at October 31, 2020 of the minimum debt service coverage ratio. Based on management projections, we believe that we will be in compliance with our financial loan covenants for at least the next 12 months. However, if we violate the terms of our credit agreements again in the future, 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.

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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
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confidential information. Such breaches may also harm our reputation, result in financial losses or subject us to litigation or other costs or penalties.

We are subject to global and regional economic downturns and related risks and the effects of COVID-19 mayhave materially and adversely affectaffected demand and the market price for our products.products in the past and could do so again in the future.

The level of demand for our products is affected by global and regional demographic and macroeconomic conditions. A significant downturn in global economic growth, or recessionary conditions in major geographic regions for prolonged periods, may lead to reduced demand for our products, which could have a negative effect on the market price of our products.  In December 2019, a novel coronavirus surfaced in Wuhan, China (“COVID-19”).  The spread of COVID-19 worldwide has resulted in businesses suspending or substantially curtailing global operations and travel, quarantines, and an overall substantial slowdown of economic activity impacting consumer and business confidence. Transportation fuels in particular, including ethanol, have experienced significant price declines and reduced demand. The effects of COVID-19 have in the past and may continue toagain in the future materially and adversely affect the market price for our products, our business, results of operations and liquidity.

    The COVID-19 or another pandemic maycould negatively impact our ability to operate our business which could decrease or eliminate the value of our units.

COVID-19 has resulteddisrupted the operations of many businesses in significant uncertaintythe U.S. and globally. The effects of COVID-19 or another pandemic could result in many areasour experiencing labor shortages, delays in delivery of supplies or shipping disruptions of our business.  We do not know how long these conditions will last.  This uncertainty is expected to negatively impact our operations.  We may experience labor shortages if our employees are unable or unwilling to come to work.  If our suppliers cannot deliver the supplies we need to operate our business or if we are unable to ship our products due to trucking or rail shipping disruptions, we may be forcedwhich could force us to suspend operations or reduce production.  If we are unable to operate the ethanol plant at capacity, it may result in unfavorable operating results.  Any shut down of operations or reduction in production, especially for an extended period of time, could reduce or eliminate the value of our units. 

Risks Related to Ethanol Industry

    An increase in foreign ethanol imports to the United Stated could have a negative impact on ethanol prices. We face competition from ethanol produced outside of the United States. If ethanol imports were to increase that could impact demand for ethanol produced in the United States which could negatively impact the market price of ethanol and our ability to profitably operate the ethanol plant.

Increases in exports of corn produced in the United States could result in higher corn prices which could reduce our profitability.Our results of operations and financial condition are significantly affected by the cost and supply of corn. If exports of corn produced in the United States to other countries were to increase, this could result in decreased domestic supply and higher corn prices in the United States. Higher corn prices could lead to lower profit margins negatively affecting our financial performance.

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.

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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.
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    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, in the past we have seen increased 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
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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 may lessen the demand for ethanol.  Alternative fuels, gasoline oxygenates and ethanol production methods are continually under development. 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 results of operations and financial condition.
 
Increased use of fuel cells, plug-in hybrids and electric cars may lessen the demand for ethanol. Automotive, industrial and power generation manufacturers have developed alternative clean power systems using fuel cells, plug-in hybrids, electric cars or clean burning gaseous fuels. Electric car technology has recently grown in popularity, especially in urban areas, which has led to an increase in recharging stations which has made electric car technology more widely available. This additional competition from alternate sources could reduce the demand for ethanol, resulting in lower ethanol prices which could negatively impact our results of operations and 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.


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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.limits and the EPA has recently proposed to do so again. 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. In the past the EPA expanded its use of its waiver authority granting waivers to small refineries allowing those refineries to avoid their ethanol use requirements under the RFS resulting in decreased ethanol demand and severely impacted ethanol prices. If the EPA were to resume granting waivers to small refineries, 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.
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    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, tariffs, duties, subsidies, import and export restrictions on agricultural commodities and commodity products can influence industry profitability, the planting of certain crops versus other uses of agricultural resources, 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 agricultural commodity trade flows by limiting or disrupting trade between countries or regions. Future governmental policies, regulations or actions affecting our industry 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,However, China has 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 have significantly decreased demand from China and negatively impacted the price of distillers grains produced in the United States. ThisIf this reduction in export demand were to continue it 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 has and could continue to negatively impact the market price of ethanol in the United States and our ability to profitably operate the ethanol plant.

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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 was historically a top destination for ethanol produced in the United States. However, Brazil imposed a tariff on ethanol which is produced in the United States and exported to Brazil. The tariff has resulted in a decline in demand for ethanol from Brazil and could negatively impact the market price of ethanol in the United States and our ability to profitably operate the ethanol plant. The effect of the tariff has been mitigated somewhat by the adoption of a rate tariff quota that allowed 750 million liters of ethanol annually to be allowed into Brazil before the tariff applies. However, this rate tariff quota expired in December 2020.
    
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.

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

As of January 21, 2021,19, 2022, we have 4,7924,770 membership units outstanding and 1,401 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.

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The following table contains historical information by fiscal quarter for the fiscal years ended October 31, 20202021 and 20192020 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.
QuarterQuarterLow PriceHigh PriceAverage Price# of Units TradedQuarterLow PriceHigh PriceAverage Price# of Units Traded
2021 4th
2021 4th
$6,500 $7,501 $7,139 92
2021 3rd
2021 3rd
$6,000 $6,700 $6,400 5
2021 2nd
2021 2nd
$5,600 $6,250 $5,966 8
2021 1st
2021 1st
$5,600 $5,650 $5,625 6
2020 4th
2020 4th
$5,800 $5,800 $5,800 11
2020 4th
$5,800 $5,800 $5,800 11
2020 3rd
2020 3rd
$6,000 $6,000 $6,000 4
2020 3rd
$6,000 $6,000 $6,000 4
2020 2nd
2020 2nd
$6,800 $6,800 $6,800 3
2020 2nd
$6,800 $6,800 $6,800 3
2020 1st
2020 1st
$6,800 $7,000 $6,971 7
2020 1st
$6,800 $7,000 $6,971 7
2019 4th
$7,300 $7,300 $7,300 1
2019 3rd
$7,600 $8,200 $7,960 5
2019 2nd
$8,200 $8,750 $8,584 9
2019 1st
$9,200 $9,200 $9,200 3

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.
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QuarterQuarterLow PriceHigh PriceAverage Price# of Units ListedQuarterLow PriceHigh PriceAverage Price# of Units Listed
2021 4th
2021 4th
$6,500 $7,501 $7,139 92
2021 3rd
2021 3rd
$6,000 $6,700 $6,400 5
2021 2nd
2021 2nd
$5,600 $6,250 $5,966 8
2021 1st
2021 1st
$5,600 $5,650 $5,625 6
2020 4th
2020 4th
$5,650 $5,850 $5,825 24
2020 4th
$5,650 $5,850 $5,825 24
2020 3rd
2020 3rd
$6,000 $6,800 $6,520 5
2020 3rd
$6,000 $6,800 $6,520 5
2020 2nd
2020 2nd
$6,000 $7,000 $6,627 22
2020 2nd
$6,000 $7,000 $6,627 22
2020 1st
2020 1st
$6,800 $7,200 $7,000 12
2020 1st
$6,800 $7,200 $7,000 12
2019 4th
$7,250 $8,000 $7,636 7
2019 3rd
$7,590 $8,600 $8,216 27
2019 2nd
$8,000 $9,250 $8,617 12
2019 1st
$8,500 $9,300 $8,900 13

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, 2015,2016, 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, 2015.2016. Note that historic stock price performance is not necessarily indicative of future unit price performance.
highwater-20201031_g1.jpg


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highwater-20211031_g1.jpg

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.

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, 2018, 2017 and 2016 and the selected statements of operations data and other financial data for the years ended October 31, 2017 and 2016 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, 2020 and 2019 and the selected statements of operations data and other financial data for each of the years in the three year period ended October 31, 2020, 2019, and 2018 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.

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Statement of Operations Data:20202019201820172016
Revenues$97,256,146 $97,249,109 $94,943,746 $100,225,143 $110,237,009 
Cost of Goods Sold99,813,857 101,759,731 97,723,069 93,476,303 102,331,749 
Gross Profit (Loss)(2,557,711)(4,510,622)(2,779,323)6,748,840 7,905,260 
Operating Expenses3,552,328 3,200,285 2,891,093 2,739,770 2,411,439 
Operating Profit (Loss)(6,110,039)(7,710,907)(5,670,416)4,009,070 5,493,821 
Other Income (Expense)(256,127)(563,329)(489,008)(489,758)(440,283)
Net Income (Loss)$(6,366,166)$(8,274,236)$(6,159,424)$3,519,312 $5,053,538 
Weighted Average Units Outstanding4,803 4,809 4,814 4,834 4,953 
Basic and Diluted Net Income (Loss) Per Unit$(1,325.46)$(1,720.57)$(1,279.48)$728.03 $1,020.30 
Cash Distributions Per Unit$— $— $345 $345 $400 
Balance Sheet Data:20202019201820172016
Current Assets$15,705,336 $12,604,430 $10,850,002 $11,847,401 $17,887,759 
Net Property and Equipment52,708,546 58,474,504 65,730,225 72,051,447 77,458,142 
Other Assets5,316,306 2,943,723 2,966,714 2,833,212 2,850,523 
Total Assets$73,730,188 $74,022,657 $79,546,941 $86,732,060 $98,196,424 
Current Liabilities$12,749,753 $10,794,082 $8,026,683 $6,655,688 $6,920,569 
Long-Term Debt and Other Long-Term Liabilities11,417,150 7,244,124 7,222,371 7,942,403 18,663,726 
Members' Equity49,563,285 55,984,451 64,297,887 72,133,969 72,612,129 
Total Liabilities & Members' Equity$73,730,188 $74,022,657 $79,546,941 $86,732,060 $98,196,424 
Unregistered Sales of Equity Securities and Use of Proceeds

See "ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussion of our financial results.ISSUER PURCHASES OF EQUITY SECURITIES
PeriodTotal Number of Units PurchasedAverage Price Paid per Unit $Total Number of Units Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Units that May Yet Be Purchased Under the Plans or Programs
August 1, 2021 -August 31, 20215,750 — — 
September 1, 2021 -September 30, 20215,750 — — 
October 1, 2021 -October 31, 2021— — — — 
Total17,250 — — 

ITEM 6. [RESERVED]

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

Results of Operations for the Fiscal Years Ended October 31, 2021 and 2020

The following table shows the results of our operations and the percentage of revenues, cost of goods sold, gross loss, operating expenses, operating profit (loss) and other items to total revenues in our statements of operations for the fiscal years ended October 31, 2021 and 2020:
 20212020
Statements of Operations DataAmount%Amount%
Revenues$158,717,536 100.00 %$97,256,146 100.00 %
Cost of Goods Sold143,172,419 90.21 %99,813,857 102.63 %
Gross Profit (Loss)15,545,117 9.79 %(2,557,711)(2.63)%
Operating Expenses3,234,524 2.03 %3,552,328 3.65 %
Operating Profit (Loss)12,310,593 7.76 %(6,110,039)(6.28)%
Other Income (Expense), Net1,430,335 0.90 %(256,127)(0.27)%
Net Income (Loss)$13,740,928 8.66 %$(6,366,166)(6.55)%

The following table shows the sources of our revenues for the fiscal years ended October 31, 2021 and 2020.
20212020
Revenue SourcesAmountPercentage of
Total Revenues
AmountPercentage of
Total Revenues
Ethanol Sales$122,902,729 77.43 %$75,161,967 77.28 %
Modified Wet Distillers Grains Sales4,899,649 3.09 %4,163,426 4.28 %
Dried Distillers Grains Sales21,090,325 13.29 %14,123,366 14.52 %
Corn Oil Sales9,824,833 6.19 %3,807,387 3.92 %
Total Revenues$158,717,536 100.00 %$97,256,146 100.00 %

Revenues

Ethanol

    Our total revenues were higher for the fiscal year ended October 31, 2021, compared to the fiscal year ended October 31, 2020. Revenue from ethanol sales increased by approximately 63.5% during the fiscal year ended October 31, 2021 compared to the fiscal year ended October 31, 2020 primarily due to an increase in the average price per gallon and number of
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gallons of ethanol sold during the fiscal year ended October 31, 2021 compared to the fiscal year end October 31, 2020. The average ethanol sales price per gallon we received for the fiscal year ended October 31, 2021 was approximately 56.6% higher than the average price received for the fiscal year ended October 31, 2020 due to higher corn prices and increases in demand during the during the fiscal year ended October 31, 2021. Ethanol prices were lower during the fiscal year ended October 31, 2020 due to restrictions put in place in response to the COVID-19 pandemic. In addition, we received a premium on ethanol shipped to California during the fiscal year ended October 31, 2021 due to approval from CARB for our cellulosic pathway pursuant to the LCFS. The LCFS requires renewable fuels to meet certain standards in order to be sold into California. However, this pathway does not guarantee a premium for ethanol shipped into California.

Factors likely to affect ethanol prices in the future include changes in domestic corn prices and corn supply, trade disputes with foreign governments, possible changes in domestic and foreign demand due to the evolving COVID-19 pandemic, and the potential for the EPA to resume granting small refinery exemptions.

The number of gallons of ethanol sold increased by approximately 4.2% during the fiscal year ended October 31, 2021, as compared to the fiscal year ended October 31, 2020. Our ethanol production levels for the fiscal year ended October 31, 2021 are at an annual rate of approximately 64 million gallons. Management anticipates that the amount of ethanol produced will remain relatively consistent in the future unless economic conditions worsen and we reduce ethanol production levels.
For the fiscal year ended October 31, 2021, we recorded gains due to changes in the fair value of our outstanding ethanol derivative positions of approximately $1,000. For the fiscal year ended October 31, 2020, we recorded losses due to changes in the fair value of our outstanding ethanol derivative positions of approximately $623,000.

Distillers Grains

    Revenue from distillers grains sales increased by approximately 42.1% during the fiscal year ended October 31, 2021, compared to the fiscal year ended October 31, 2020, due to an increase in the price of distillers grains and tons of dried distillers grains sold during the period.

For the fiscal year ended October 31, 2021, the average price per ton that we received for our dried distillers grains was approximately 44.2% higher than the average price we received during the fiscal year ended October 31, 2020, due primarily to increases in the domestic prices of corn and soybeans for the period. For the fiscal year ended October 31, 2021, the average price per ton that we received for our modified distillers grains was approximately 18.5% higher than during the fiscal year ended October 31, 2020, due to increases in the domestic prices of corn and soybeans.

Distillers grains prices typically change in proportion to domestic 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. Management anticipates that both domestic and foreign demand for distillers grains may be negatively affected by the COVID-19 pandemic. Other factors likely to affect distillers grains prices include prices and availability of other commodities, the continued imposition by China of anti-dumping and anti-subsidy duties on distillers grains produced in the United States and other trade actions by the United States and foreign governments.

The tons of dried distillers grains sold during the fiscal year ended October 31, 2021, increased by approximately 3.6% as compared to the tons of dried distillers grains we sold during the fiscal year ended October 31, 2020. The tons of modified distillers grains we sold during the fiscal year ended October 31, 2021, were similar when compared to the same period for 2020. Overall, the number of tons of distillers grains sold increased during our fiscal year ended October 31, 2021, as compared to the fiscal year ended October 31, 2020, due primarily to increased corn grind offset by higher corn oil production levels for the period which led to higher production levels for the period. Management anticipates that the amount of distillers grains produced will remain relatively consistent in the future unless economic conditions worsen and we reduce ethanol production levels which would then have a corresponding effect on distillers grains.

Corn Oil

Revenue from corn oil sales increased by approximately 158.0% for the fiscal year ended October 31, 2021, as compared to the fiscal year ended October 31, 2020 primarily due to increases in the price of corn oil and pounds of corn oil sold during the fiscal year ended October 31, 2021, compared to the fiscal year ended October 31, 2020.

The average price per pound of corn oil sold during the fiscal year ended October 31, 2021 increased 100% due to an increases in the price of corn and soybeans and increased biodiesel production for the period. Factors likely to affect corn oil
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prices include biodiesel demand, prices of corn and soybeans, the status of the biodiesel blenders' tax credit and new crop corn oil content.

The pounds of corn oil we sold during the fiscal year ended October 31, 2021 increased by approximately 29.7% as compared to the pounds of corn oil we sold for the fiscal year ended October 31, 2020, due to increased corn grind and improved efficiencies leading to increased production for the period.

Management anticipates that the amount of corn oil produced will remain relatively consistent in the future unless economic conditions worsen and we reduce ethanol production levels which would then have a corresponding effect on corn oil.

Cost of Goods Sold

    Our two largest costs of production are corn (77.1% of cost of goods sold for the fiscal year ended October 31, 2021) and natural gas (3.5% of cost of goods sold for the fiscal year ended October 31, 2021). Our total cost of goods sold was approximately 43.4% more during the fiscal year ended October 31, 2021, compared to the fiscal year ended October 31, 2020.
Corn

    Our average price per bushel of corn for the fiscal year ended October 31, 2021 increased by approximately 55.4% compared to the fiscal year ended October 31, 2020 primarily due to higher market value for corn as a result of increased demand which outpaced supply. We also used approximately 3.8% more bushels of corn in the fiscal year ended October 31, 2021 as compared to the fiscal year ended October 31, 2020 due to increased ethanol production.
    Management expects there to be an adequate corn supply available in our area to operate the ethanol plant. However, yields in our local area have been lower due to dry weather which could have a negative affect on the price we pay for our corn. Corn prices are dependent on weather conditions, supply and demand, stocks and other factors which could contribute to price volatility and significantly impact our costs of production.

    At October 31, 2021, we had approximately 1,824,000 bushels of forward fixed basis corn purchase contracts and 1,188,000 bushels of forward fixed price corn purchase contracts valued at approximately $6,100,000 for various delivery periods through January 2023.

We recorded gains due to changes in the fair value of our outstanding corn derivative positions for the fiscal year ended October 31, 2021 of approximately $353,000. We recorded losses due to changes in the fair value of our outstanding corn derivative positions for the fiscal year ended October 31, 2020 of approximately $845,000.
Natural Gas

    For the fiscal year ended October 31, 2021, we purchased approximately 4.7% more natural gas as compared to the same period of 2020. This increase in natural gas usage is primarily due to the increase in dried distillers grains production.

Our average price per MMBTU of natural gas was approximately the same for the fiscal year ended October 31, 2021 compared to the fiscal year ended October 31, 2020. Management anticipates that natural gas prices will continue at current levels unless the natural gas industry experiences production problems or if there are large increases in natural gas demand.

    At October 31, 2021, we had approximately 3,349,000 MMBTUs of forward natural gas fixed price purchase contracts valued at approximately $9,631,000 for delivery periods through October 2024.

For the fiscal years ended October 31, 2021 and 2020, we recorded gains due to the change in fair value of our outstanding natural gas derivative positions of approximately $24,000 and $11,000, respectively.

Operating Expenses

    We had operating expenses for the fiscal year ended October 31, 2021 of $3,234,524 compared to operating expenses of $3,552,328 for the fiscal year ended October 31, 2020. Management attributes this decrease in operating expenses to a decrease in professional fees and consulting. 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.
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Other Income (Expense), Net
    We had total other income for the fiscal year ended October 31, 2021 of $1,430,335 compared to total other expense of $256,127 for the fiscal year ended October 31, 2020. Our other income for the fiscal year ended October 31, 2021, consisted primarily of gain on extinguishment of debt related to the forgiveness of the PPP loan and the resale of natural gas.

Results of Operations for the Fiscal Years Ended October 31, 2020 and 2019

The following table shows the results of our operations and the percentage of revenues, cost of goods sold, gross loss, operating expenses, operating loss and other items to total revenues in our statements of operations for the fiscal years ended October 31, 2020 and 2019:
20202019 20202019
Statements of Operations DataStatements of Operations DataAmount%Amount%Statements of Operations DataAmount%Amount%
RevenuesRevenues$97,256,146 100.00 %$97,249,109 100.00 %Revenues$97,256,146 100.00 %$97,249,109 100.00 %
Cost of Goods SoldCost of Goods Sold99,813,857 102.63 %101,759,731 104.64 %Cost of Goods Sold99,813,857 102.63 %101,759,731 104.64 %
Gross LossGross Loss(2,557,711)(2.63)%(4,510,622)(4.64)%Gross Loss(2,557,711)(2.63)%(4,510,622)(4.64)%
Operating ExpensesOperating Expenses3,552,328 3.65 %3,200,285 3.29 %Operating Expenses3,552,328 3.65 %3,200,285 3.29 %
Operating LossOperating Loss(6,110,039)(6.29)%(7,710,907)(7.93)%Operating Loss(6,110,039)(6.28)%(7,710,907)(7.93)%
Other Income (Expense), NetOther Income (Expense), Net(256,127)(0.26)%(563,329)(0.58)%Other Income (Expense), Net(256,127)(0.27)%(563,329)(0.58)%
Net LossNet Loss$(6,366,166)(6.55)%$(8,274,236)(8.51)%Net Loss$(6,366,166)(6.55)%$(8,274,236)(8.51)%

The following table shows the sources of our revenues for the fiscal years ended October 31, 2020 and 2019.
20202019
Revenue SourcesAmountPercentage of
Total Revenues
AmountPercentage of
Total Revenues
Ethanol Sales$75,161,967 77.28 %$75,541,437 77.68 %
Modified Wet Distillers Grains Sales4,163,426 4.28 %3,874,384 3.98 %
Dried Distillers Grains Sales14,123,366 14.52 %14,700,718 15.12 %
Corn Oil Sales3,807,387 3.92 %3,132,570 3.22 %
Total Revenues$97,256,146 100.00 %$97,249,109 100.00 %

Revenues

    Ethanol

    Our total revenues were similar for the fiscal year ended October 31, 2020, compared to the fiscal year ended October 31, 2019. Revenue from ethanol sales decreased by approximately 0.5% during the fiscal year ended October 31, 2020 compared to the fiscal year ended October 31, 2019 primarily due to lower ethanol prices during the fiscal year ended October 31, 2020 compared to the fiscal year end October 31, 2019. The average ethanol sales price per gallon we received for the fiscal year ended October 31, 2020 was approximately 2.2% lower than the average price received for the fiscal year ended October 31, 2019. However, we experienced an increase in the gallons of ethanol sold during the fiscal year ended October 31, 2020, compared to the fiscal year ended October 31, 2019. The gallons of ethanol we sold during the fiscal year ended October 31, 2020 increased by 1.7% as compared to the number of gallons of ethanol sold for the fiscal year ended October 31, 2019.

    Ethanol prices have beenwere negatively affected for an extended period by lower domestic demand resulting in part from the use by the Environmental Protection Agency ("EPA") of the small refinery exemption and 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. Ethanol prices further decreased due to a collapse in both domestic and foreign demand as a result of restrictions put in place in response to the COVID-19 pandemic. As a result of poor economic conditions, many ethanol plants curtailed or stopped ethanol production. The decrease in industry-wide production coupled with a gradual increase in domestic demand due to the lifting of COVID-19 restrictions in some areas had a positive effect on ethanol prices towards the end of the period.fiscal year ended October 31, 2020.

Ethanol prices will likely decrease as ethanol plants return to higher ethanol production levels. In addition, ethanol prices will continue to be negatively impacted by the COVID-19 pandemic until restrictions in the United States are lifted and domestic fuel demand fully returns. It is uncertain when this may occur. Continued declines in ethanol exports due to decreased global fuel consumption in response to the COVID-19 pandemic and trade disputes with foreign governments could
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also lead to an decrease in ethanol export demand and lower ethanol prices. Other factors likely to affect ethanol prices in the coming fiscal year include the results of the 2020 presidential election in the United States, the EPA's use of the the small refinery exemption, approval of the year-round sale of E15 and changes in domestic corn prices.

The increase in ethanol gallons sold for the fiscal year ended October 31, 2020, as compared to the number of gallons of ethanol we sold for the fiscal year ended October 31, 2019, resulted primarily from increased ethanol production rates due to our receipt of our updated air permit in October 2019. This was partially offset by reduced ethanol production levels by up to 25% during the months of March, April, May and June 2020 due to unfavorable operating conditions in the ethanol industry and the COVID-19 pandemic. Our ethanol production levels are currently at an annual rate of approximately 64 million gallons. Management anticipates that the amount of ethanol produced will remain relatively consistent in the future unless economic conditions worsen and we reduce ethanol production levels.

    In the ordinary course of business, we enter into forward contracts for our commodity purchases and sales. At October 31, 2020, we had no forward fixed price ethanol sales contracts. For the fiscal years ended October 31, 2020 and 2019, we recorded losses due to changes in the fair value of our outstanding ethanol derivative positions of approximately $623,000 and $240,000, respectively.

    Distillers Grains

    Revenue from distillers grains decreased by approximately 1.6% during the fiscal year ended October 31, 2020 compared to the fiscal year ended October 31, 2019, primarily due to a decrease in tons of dried distillers grains sold during the fiscal year ended October 31, 2020, compared to same period of 2019. The tons of dried distillers grains we sold during the fiscal year ended October 31, 2020 decreased by approximately 5.2% as compared to the tons of dried distillers grains we sold during the fiscal year ended October 31, 2019. The tons of modified distillers grains we sold during the fiscal year ended October 31, 2020, were similar when compared to the same period for 2019. Overall, the number of tons of distillers grains sold decreased during our fiscal year ended October 31, 2020, as compared to the fiscal year ended October 31, 2019 due primarily to higher corn oil production levels for the period. Management anticipates that the amount of distillers grains produced will remain relatively consistent in the future unless economic conditions worsen and we reduce ethanol production levels which would then have a corresponding effect on distillers grains.

For the fiscal year ended October 31, 2020, the average price per ton that we received for our dried distillers grains was approximately 1.3% higher than the average price we received during the fiscal year ended October 31, 2019, due primarily to a decrease in supply during our second fiscal quarter resulting from some ethanol plants reducing or shutting down production and an increase in corn and soybean prices in the latter part of the period. For the fiscal year ended October 31, 2020, the average price per ton that we received for our modified distillers grains was approximately 7.0% higher than during the fiscal year ended October 31, 2019 due to increased demand and reduced production in our local area.

    Distillers grains prices typically change in proportion to domestic 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. Management anticipates that both domestic and foreign demand for distillers grains may be negatively affected by the COVID-19 pandemic. Other factors likely to affect distillers grains prices include the imposition by China of anti-dumping and anti-subsidy duties on distillers grains produced in the United States and other trade actions by the United States and foreign governments.

    Corn Oil

Revenue from corn oil sales increased by approximately 21.5% for the fiscal year ended October 31, 2020, as compared to the fiscal year ended October 31, 2019 primarily due to an increase in pounds of corn oil sold during the fiscal year ended October 31, 2020, compared to the fiscal year ended October 31, 2019. The pounds of corn oil we sold during the fiscal year ended October 31, 2020 increased by approximately 22.3% as compared to the pounds of corn oil we sold for the fiscal year ended October 31, 2019 due to improved efficiencies leading to increased production for the period.

Management anticipates that the amount of corn oil produced will remain relatively consistent in the future unless economic conditions worsen and we reduce ethanol production levels which would then have a corresponding effect on corn oil.

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The average price per pound of corn oil sold sold during the fiscal year ended October 31, 2020 was the same when compared to the same period of 2019. Factors likely to affect corn oil prices include biodiesel demand, the status of the biodiesel blenders' tax credit and fluctuations in supply resulting from some ethanol plants changing ethanol production levels in response to economic conditions.

Cost of Goods Sold

    Our two largest costs of production are corn (68.6% of cost of goods sold for the fiscal year ended October 31, 2020) and natural gas (4.9% of cost of goods sold for the fiscal year ended October 31, 2020). Our total cost of goods sold was approximately 2.2% less during the fiscal year ended October 31, 2020, compared to the fiscal year ended October 31, 2019.
    
    Corn

    Our average price per bushel of corn for the fiscal year ended October 31, 2020 increased by approximately 1.5% compared to the fiscal year ended October 31, 2019 primarily due to increased market value for corn. We used approximately 1.7% more bushels of corn in the fiscal year ended October 31, 2020 as compared to the fiscal year ended October 31, 2019 due to increased 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.

At October 31, 2020, we had approximately 881,000 bushels of forward fixed basis corn purchase contracts and 1,399,000 bushels of forward fixed price corn purchase contracts valued at approximately $5,254,000 for various delivery periods through December 2021. We recorded losses due to changes in the fair value of our outstanding corn derivative positions for the fiscal years ended October 31, 2020 and 2019 of approximately $845,000 and $835,000, respectively.
Natural Gas
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Natural Gas
    
For the fiscal year ended October 31, 2020, we purchased approximately 1.1% less natural gas as compared to the same period of 2019. 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 2.1% higher for the fiscal year ended October 31, 2020 compared to the fiscal year ended October 31, 2019. Natural gas prices were higher due to new interim tariff rates levied by Northern Natural Gas effective January 1, 2020. Management anticipates that natural gas prices will continue at current levels unless the natural gas industry experiences production problems or if there are large increases in natural gas demand.

    At October 31, 2020, we had approximately 2,702,000 MMBTUs of forward natural gas fixed price purchase contracts valued at approximately $6,706,000 for delivery periods through March 2023.

For the fiscal years ended October 31, 2020 and 2019, we recorded gains due to the change in fair value of our outstanding natural gas derivative positions of approximately $11,000 and $22,000, respectively.

Operating Expenses

    We had operating expenses for the fiscal year ended October 31, 2020 of $3,552,328 compared to operating expenses of $3,200,285 for the fiscal year ended October 31, 2019. Management attributes this increase in operating expenses to an increase in insurance and professional 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.

Other Expense, Net
    
    We had total other expense for the fiscal year ended October 31, 2020 of $256,127 compared to other expense of $563,329 for the fiscal year ended October 31, 2019. Our other expense for the fiscal year ended October 31, 2020, consisted primarily of interest expense which was offset in part by income from investments. This decrease in other expense is primarily due to a decrease in interest expense and an increase in income from investments.


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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 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:
 20192018
Statements of Operations DataAmount%Amount%
Revenues$97,249,109 100.00 %$94,943,746 100.00 %
Cost of Goods Sold101,759,731 104.64 %97,723,069 102.93 %
Gross Loss(4,510,622)(4.64)%(2,779,323)(2.93)%
Operating Expenses3,200,285 3.29 %2,891,093 3.05 %
Operating Loss(7,710,907)(7.93)%(5,670,416)(5.97)%
Other Income (Expense), Net(563,329)(0.58)%(489,008)(0.52)%
Net Loss$(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.
20192018
Revenue SourcesAmountPercentage of
Total Revenues
AmountPercentage of
Total Revenues
Ethanol Sales$75,541,437 77.68 %$72,664,310 76.53 %
Modified Wet Distillers Grains Sales3,874,384 3.98 %3,323,857 3.50 %
Dried Distillers Grains Sales14,700,718 15.12 %15,641,622 16.48 %
Corn Oil Sales3,132,570 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 were 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 had a negative impact on ethanol 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.

    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.

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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 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.

    The imposition by China of anti-dumping and anti-subsidy duties on distillers grains produced in the U.S. 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 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, 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.
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.

    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.

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.
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.
    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.
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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.

    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.

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.

Changes in Financial Condition for the Fiscal Years Ended October 31, 20202021 and 20192020

    The following table highlights the changes in our financial condition for the fiscal year ended October 31, 20202021 from our previous fiscal year ended October 31, 2019:2020:

October 31, 2020October 31, 2019October 31, 2021October 31, 2020
Current AssetsCurrent Assets$15,705,336 $12,604,430 Current Assets$31,173,692 $15,705,336 
Current LiabilitiesCurrent Liabilities12,749,753 10,794,082 Current Liabilities21,322,079 12,749,753 
Long-Term LiabilitiesLong-Term Liabilities11,417,150 7,244,124 Long-Term Liabilities1,803,610 11,417,150 
    
    Current Assets. The increase in current assets at October 31, 2020 was primarily the result of increases in accounts receivable and inventories. These increases were partially offset by decreases in cash and cash equivalents, accounts receivable and derivative instruments.inventories at October 31, 2021, as compared to October 31, 2020.
    
    Current Liabilities. The increase in current liabilities at October 31, 2020 was primarily the result of increases in accounts payable and current maturities of long-term debt and adoption of ASC 842.at October 31, 2021, as as compared to October 31, 2020.

    Long-Term Liabilities. Long-term debt increaseddecreased at October 31, 2020,2021, as compared to October 31, 2019,2020, primarily due to increaseddecreased borrowings on our 2020 Term Loan obtainingand the forgiveness of a PPP loan and adoption ofwe obtained in 2020. We have also adopted ASC 842 which resulted in recording lease liabilities.

Liquidity and Capital Resources

The ethanol industry experienced adverse conditions throughout most of 2018 and 2019 as a result of industry-wide record low ethanol prices due to reduced demand and high industry inventory levels. These adverse conditions continued into 2020 and were compounded by the COVID-19 pandemic. As a result of these factors, we have experiencedpandemic resulting in negative operating margins, lower cash flow from operations and net operating losses. In response,losses for those periods. Ethanol demand rebounded in 2021 due to the lifting of COVID-19 restrictions in many areas having a positive effect on ethanol prices resulting in positive operating margins, higher cash flow
26


from operations and net operating income for the period. However, we reduced our ethanol production levels by up to 25%.  As conditions improved, we began increasing production levels to an annual rate of approximately 64 million gallons. We continue to monitor evolving COVID-19 developments and the potential effect on demand for our products to make adjustments to production levels as warranted.products. Based on financial forecasts prepared 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 for the next 12 months. We do not currently anticipate seeking additional equity or debt financing in the near term in order
28


to fund operations. However, if market conditions worsen, we could be forcedhave difficulty maintaining our liquidity and may need to make further reductions in ethanol production levelsrely on our revolving lines of credit or even temporarily shut down ethanol production.seek increases.

The following table shows cash flows for the fiscal years ended October 31, 2021 and 2020:
October 31, 2021October 31, 2020
Net cash provided by (used in) operating activities$22,409,864 $(247,864)
Net cash used in investing activities(6,827,516)(3,275,201)
Net cash provided by (used in) financing activities(8,700,657)2,551,268 

Cash Flow From Operations

We had more cash from operations for the fiscal year ended October 31, 2021, as compared to the fiscal year ended October 31, 2020 due to an increase in net income partially offset by changes in accounts receivables and accounts payable during the fiscal year ended October 31, 2021.

Cash Flow From Investing Activities

We used more cash for investing activities during the fiscal year ended October 31, 2021, as compared to the fiscal year ended October 31, 2020. This change was primarily due to an increase in capital expenditures due to our USP grade ethanol project during the fiscal year ended October 31, 2021.

Cash Flow From Financing Activities

We used more cash in financing activities during the fiscal year ended October 31, 2021, as compared to the fiscal year ended October 31, 2020. Our cash used in financing activities resulted primarily from net payments on long-term debt during the fiscal year ended October 31, 2021, as compared to net proceeds from long-term debt during the fiscal year ended October 31, 2020.

The following table shows cash flows for the fiscal years ended October 31, 2020 and 2019:

October 31, 2020October 31, 2019
Net cash provided by (used in) operating activities$(247,864)$2,957,651 
Net cash used in investing activities(3,275,201)(1,709,039)
Net cash provided by (used in) financing activities2,551,268 (40,200)

    Cash Flow From Operations

We experienced a decrease in our cash provided by (used in) operating activities for the fiscal year ended October 31, 2020, as compared to the fiscal year ended October 31, 2019. This decrease was primarily due to changes in accounts receivables, inventories and accrued expense during the fiscal year ended October 31, 2020.

    Cash Flow From Investing Activities

We used more cash for investing activities during the fiscal year ended October 31, 2020, as compared to the fiscal year ended October 31, 2019. This change was primarily due to an increase in capital expenditures during the fiscal year ended October 31, 2020.

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    Cash Flow From Financing Activities

We experienced an increase in our cash for financing activities during the fiscal year ended October 31, 2020, as compared to the fiscal year ended October 31, 2019. This increase was primarily a result of increased net borrowings on long-term debt during the fiscal year ended October 31, 2020, as compared to the fiscal year ended October 31, 2019.

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

October 31, 2019October 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.
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Short-Term and Long-Term Debt Sources
    
    Our loan facility with Compeer Financial f/k/a AgStar Financial Services, PCA ("Compeer") included a $15,000,000 Variable Rate$20,000,000 Term Revolving Loan and a $20,000,000 Term Revolving Loan. On September 14, 2020, we amended ourterm loan facility to add ain the original amount of $6,000,000 term loan (the "2020 Term Loan") to be used to fund certain improvements to the ethanol production facility. We paid $30,000 in commitment and amendment fees in connection with this loan. On March 15, 2021, we amended our loan facility to add a Revolving Line of Credit Loan. The specifics of the Revolving Line of Credit Loan are set forth below.

Our loan facility with Compeer is secured by substantially all business assets and also subjects the Company to various financial and non-financial covenants. Subsequent to our fiscal year end, on November 25, 2020, Compeer waived our violation at October 31, 2020, of the minimum debt service coverage ratio in our loan documents.

Variable Rate Term Loan
        The Variable Rate Term Loan was 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, 2020 was 3.40%. We paid monthly principal payments on the Variable Rate Term Loan of approximately $250,000 plus accrued interest based upon a five year amortization. Payments of all amounts outstanding were due on January 22, 2021. At October 31, 2020, the balance on this note was $0 as we paid off the loan in the current year.

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, 20202021 was 3.40%3.33%. 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 $5,999,000$499,000 at October 31, 2020.2021. We pay interest at a rate of 1.50% on amounts outstanding for letters of credit which also reduce the amount available under the Term Revolving Loan. We had no letters of credit outstanding at October 31, 2020.2021. We are also required to pay unused commitment fees for the Term Revolving Loan as defined in the loan documents.

2020 Term Loan

The 2020 Term Loan is for up to $6,000,000 with a variable interest rate based on the Wall Street Journal's Prime Rate plus 45 basis points with no minimum interest rate. The applicable interest rate at October 31, 20202021 was 3.70%. Beginning January 1, 2021, monthlyMonthly principal payments will beare due on the 2020 Term Loan of approximately $250,000 plus accrued interest with payments of all amounts outstanding due on September 14, 2022. The outstanding balance on this note was $6,000,000$3,000,000 at October 31, 2020.2021. Subsequent to our fiscal year end, the loan balance was paid off.

    Revolving Line of Credit Loan

The Revolving Line of Credit Loan is for an amount equal to the borrowing base, with a maximum limit of $10,000,000, with a variable interest rate based on at the 30-day LIBOR rate plus 325 basis points with no minimum interest rate. The amount available to borrow per the borrowing base calculations at October 31, 2021 was approximately $0. The applicable interest rate at October 31, 2021 was 3.33%. The Revolving Line of Credit Loan may be advanced, repaid and re-borrowed during the term. Monthly interest payments are due on the Revolving Line of Credit Loan with payment of all amounts outstanding due on March 15, 2022. The outstanding balance on this note was $0 at October 31, 2021. We are also required to pay unused commitment fees for the Revolving Line of Credit Loan.

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 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
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Agreement without prior approval. Our project to install a system to produce USP grade high purity alcohol was pre-approved by Compeer. 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 2020 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, 2020, of the minimum debt service coverage ratio requirement of 1.25:1.00 which was waived by Compeer on November 25, 2020.Compeer. We will continue to work with Compeer to
30


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.

PPP Loan

    In March 2020, Congress passed a stimulus bill called the CARES Act to provide economic relief related to the COVID-19 pandemic. One of the programs established by the Cares Act is the Paycheck Protection Program ("PPP"), authorizing loans to small business for use in paying employees that continue to work throughout the COVID-19 pandemic and for qualifying rent, utilities and interest on mortgages. Loans obtained through the PPP are administered by the Small Business Administration and eligible to be forgiven as long as the proceeds are used for qualifying purposes and other conditions are met. On April 14, 2020, we were awarded a PPP loan in the amount of $712,200. Management expectsIn January 2021, we received notification from the Small Business Administration that all loan proceeds received by the entireCompany were forgiven. Due to the forgiveness of the loan, will be used to pay employees andwe recorded a gain on debt extinguishment in the statement of operations for other qualifying costs and will be substantially forgiven.  To$712,000 for the extent it is not forgiven, we would be required to repay that portion at an interest rate of 1% over twelve months beginning on May 1,fiscal year ended October 31, 2021.

Capital Expenditures    

    On August 26, 2020, we entered into an agreement with Nelson Baker Biotech,BioTech, Inc. to install a system which will allow us to produce hydrous USP grade ethanolhigh purity alcohol for use in the hand sanitizer and sanitizer market. We commenced construction in November, 20202020. The project was completed in October 2021 and limited production of high purity alcohol commenced. We expect to complete the project during the second quarterbegin sales in our 2022 fiscal year. However, we had only limited production of high purity alcohol in our 2021 fiscal year.year due to current positive margins in ethanol.

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, 2020:2021:

Payment Due by PeriodPayment Due By Period
TotalLess than One YearOne to Three YearsThree to Five YearsAfter Five YearsTotalLess than One YearOne to Three YearsThree to Five YearsAfter Five Years
Long-Term Debt ObligationsLong-Term Debt Obligations$12,978,063 $3,045,828 $9,932,235 $— — Long-Term Debt Obligations$3,573,797 $3,074,797 $499,000 $— $— 
Operating Lease ObligationsOperating Lease Obligations617,760 168,480 336,960 112,320 — Operating Lease Obligations449,280 168,480 280,800 — — 
Finance Lease ObligationsFinance Lease Obligations1,609,200 178,800 357,600 357,600 715,200 Finance Lease Obligations1,430,400 178,800 357,600 357,600 536,400 
Purchase ObligationsPurchase Obligations16,019,590 13,004,970 3,014,620 — — Purchase Obligations15,958,950 10,096,645 5,862,305 — — 
Total Contractual ObligationsTotal Contractual Obligations$31,224,613 $16,398,078 $13,641,415 $469,920 $715,200 Total Contractual Obligations$21,412,427 $13,518,722 $6,999,705 $357,600 $536,400 

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
29


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 requireGiven the use of management's assumptions, which do not reflect unanticipated events and circumstances that may occur.  Given the
31


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 statement of operations. 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, 2020,2021, the fair values of our commodity-based derivative instruments are a net liability of $890,000.$915,000. 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 our Term Revolving Loan, and our 2020 Term Loan and Revolving Line of Credit Loan, each bearing a variable interest rate.  As of October 31, 2020,2021, we had $5,999,000$499,000 outstanding on the Term Revolving Loan, and $6,000,000$3,000,000 outstanding on the 2020 Term Loan and $0 outstanding on the Revolving Line of Credit Loan. Interest will accrue at the 30-day LIBOR rate plus 325 basis points for the Term Revolving Loan. The applicable interest rate on this loanthe Term Revolving Loan at October 31, 20202021 was 3.40%3.33%. The 2020 Term Loan is subject to a variable interest rate based on the Wall Street Journal's Prime Rate plus 45 basis points. The applicable interest rate on this loanthe 2020 Term Loan at October 31, 20202021 was 3.70%. Interest will accrue at 30-day LIBOR rate plus
30


325 basis points on the Revolving Line of Credit Loan. The applicable interest rate at October 31, 2021 for the Revolving Line of Credit Loan was 3.33%. If we were to experience a 10% adverse change in LIBOR,the applicable interest rate, the annual effect such change would have on our statement of operations, based on the amount we had outstanding on our Term Revolving Loan, 2020 Term Loan and Term Revolving Line of Credit Loan at October 31, 2020,2021, would be approximately $44,000.

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$13,000. 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, 2020,2021, we have approximately 881,0001,824,000 bushels of forward fixed basis corn contracts and 1,399,0001,188,000 bushels of forward fixed price corn contracts valued at approximately $5,254,000.$6,100,000. These purchase contracts are for various delivery periods through December 2021.January 2023. At October 31, 2020,2021, we have approximately 2,702,0003,349,000 MMBTUs of forward natural gas fixed price purchase contracts valued at approximately $6,706,000$9,631,000 for delivery periods through March 2023.October 2024. In addition, at October 31, 2020,2021, we have approximately 736,000110,000 gallons of forward fixed price denaturant purchase contracts valued at approximately $839,000$228,000 for delivery periods through JuneNovember 2021.

    In the ordinary course of business, we enter into forward contracts for our commodity sales. At October 31, 20202021 we have no forward fixed price ethanol sales contracts. At October 31, 2020,2021, we have approximately 11,0008,500 tons of forward fixed price dried distillers grains sales contracts valued at approximately $1,613,000$1,716,000 for delivery periods through December 2020.2021. At October 31, 2020,2021, we have approximately 11,00022,400 tons of forward fixed price modified distillers grains sales contracts valued at approximately $783,000$2,195,000 for delivery periods through June 2021.August 2022. In addition, at October 31, 2020,2021, we have approximately 2,112,0001,789,000 pounds of forward fixed price corn oil sales contracts valued at approximately $619,000$1,060,000 for delivery periods through December 2020.March 2022.
    We recorded lossesgains due to changes in the fair value of our outstanding corn derivative positions for the fiscal yearsyear ended October 31, 2021 of approximately $353,000. We recorded losses due to changes in the fair value of our outstanding corn derivative future positions for the fiscal year ended October 31, 2020 and 2019 of approximately $845,000 and $835,000, respectively.$845,000. For the fiscal yearsyear ended October 31, 2021, we recorded gains due to changes in the fair value of our outstanding ethanol derivative future positions of approximately $1,000. For the fiscal year ended October 31, 2020, and 2019, we recorded losses due to changes in the fair value of our outstanding ethanol derivative future positions of approximately $623,000 and $240,000, respectively.

$623,000. For the fiscal years ended October 31, 20202021 and 2019,2020, we recorded gains due to the change in fair value of our outstanding natural gas derivative future positions of approximately $11,000$24,000 and $22,000,$11,000, 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, 20202021 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, 2020. 2021.


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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 MeasureHypothetical Adverse Change in Price as of
10/31/2021
Approximate Adverse Change to Income
Natural Gas33,000 MMBTU10 %$18,000 
Ethanol66,000,000 Gallons10 %$16,104,000 
Corn20,890,000 Bushels10 %$11,824,000 
DDGs108,000 Tons10 %$2,041,000 
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)Unit of MeasureHypothetical Adverse Change in Price as of
10/31/20
Approximate Adverse Change to Income
Natural Gas1,493,000 MMBTU10 %$500,155 
Ethanol66,000,000 Gallons10 %$9,042,000 
Corn22,000,000 Bushels10 %$7,986,000 
DDGs116,000 Tons10 %$1,960,400 
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For comparison purposes, the results of our sensitivity analysis for October 31, 2019,2020, were as follows:
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)Unit of MeasureHypothetical Adverse Change in Price as of
10/31/19
Approximate Adverse Change to IncomeEstimated Volume Requirements for the next 12 months (net of forward and futures contracts)Unit of MeasureHypothetical Adverse Change in Price as of
10/31/20
Approximate Adverse Change to Income
Natural GasNatural Gas1,591,950 MMBTU10 %$543,000 Natural Gas37,000 MMBTU10 %$12,000 
EthanolEthanol66,056,000 Gallons10 %$8,257,000 Ethanol66,000,000 Gallons10 %$9,042,000 
CornCorn22,621,918 Bushels10 %$7,488,000 Corn20,600,000 Bushels10 %$7,478,000 
DDGsDDGs131,207 Tons10 %$1,728,000 DDGs105,000 Tons10 %$1,775,000 



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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


highwater-20211031_g2.jpg


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, 20202021 and 2019,2020, the related statements of operations, changes in members’ equity, and cash flows for each of the three years in the period ended October 31, 2020,2021, 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, 20202021 and 2019,2020, and the results of its operations and its cash flows for the each of the three years in the period ended October 31, 2020,2021, 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'sCompany’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.

Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.

/s/ RSM US LLP

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

Sioux Falls, South Dakota
January 21, 202119, 2022


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Table of Contents

HIGHWATER ETHANOL, LLC
Balance Sheets
ASSETS ASSETSOctober 31, 2020October 31, 2019 ASSETSOctober 31, 2021October 31, 2020
Current AssetsCurrent AssetsCurrent Assets
Cash and cash equivalentsCash and cash equivalents$667,317 $1,639,114 Cash and cash equivalents$7,549,008 $667,317 
Derivative instrumentsDerivative instruments260,397 469,740 Derivative instruments368,269 260,397 
Accounts receivableAccounts receivable3,797,905 2,961,977 Accounts receivable7,788,574 3,797,905 
InventoriesInventories10,677,970 7,367,356 Inventories14,748,142 10,677,970 
Prepaids and otherPrepaids and other301,747 166,243 Prepaids and other719,699 301,747 
Total current assetsTotal current assets15,705,336 12,604,430 Total current assets31,173,692 15,705,336 
Property and EquipmentProperty and EquipmentProperty and Equipment
Land and land improvementsLand and land improvements12,836,332 12,836,332 Land and land improvements12,836,332 12,836,332 
BuildingsBuildings38,818,532 38,818,532 Buildings38,848,218 38,818,532 
Office equipmentOffice equipment1,164,313 1,151,330 Office equipment1,171,866 1,164,313 
Plant and process equipmentPlant and process equipment79,087,375 78,050,785 Plant and process equipment86,425,155 79,087,375 
VehiclesVehicles123,779 123,779 Vehicles123,779 123,779 
Construction in progressConstruction in progress2,547,117 278,333 Construction in progress193,244 2,547,117 
134,577,448 131,259,091 139,598,594 134,577,448 
Less accumulated depreciationLess accumulated depreciation(81,868,902)(72,784,587)Less accumulated depreciation(90,919,014)(81,868,902)
Net property and equipmentNet property and equipment52,708,546 58,474,504 Net property and equipment48,679,580 52,708,546 
Other AssetsOther AssetsOther Assets
InvestmentsInvestments3,113,078 2,752,266 Investments3,452,027 3,113,078 
Right of use asset - operating leasesRight of use asset - operating leases558,300 — Right of use asset - operating leases417,001 558,300 
Right of use asset - finance leasesRight of use asset - finance leases1,235,645 — Right of use asset - finance leases1,098,351 1,235,645 
OtherOther1,208,232 — 
DepositsDeposits409,283 191,457 Deposits312,269 409,283 
Total other assetsTotal other assets5,316,306 2,943,723 Total other assets6,487,880 5,316,306 
Total AssetsTotal Assets$73,730,188 $74,022,657 Total Assets$86,341,152 $73,730,188 

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Table of Contents

LIABILITIES AND MEMBERS' EQUITYLIABILITIES AND MEMBERS' EQUITYOctober 31, 2020October 31, 2019LIABILITIES AND MEMBERS' EQUITYOctober 31, 2021October 31, 2020
Current LiabilitiesCurrent LiabilitiesCurrent Liabilities
Accounts payableAccounts payable$8,613,714 $6,908,305 Accounts payable$16,790,834 $8,613,714 
Accrued expensesAccrued expenses1,047,786 1,156,038 Accrued expenses1,272,463 1,047,786 
Current maturities of long-term debtCurrent maturities of long-term debt2,835,045 2,729,739 Current maturities of long-term debt2,991,291 2,835,045 
Current portion of operating lease liabilityCurrent portion of operating lease liability141,300 — Current portion of operating lease liability149,271 141,300 
Current portion of finance lease liabilityCurrent portion of finance lease liability111,908 — Current portion of finance lease liability118,220 111,908 
Total current liabilitiesTotal current liabilities12,749,753 10,794,082 Total current liabilities21,322,079 12,749,753 
Long-Term LiabilitiesLong-Term LiabilitiesLong-Term Liabilities
Long term debtLong term debt9,845,051 7,244,124 Long term debt499,000 9,845,051 
Operating lease liabilityOperating lease liability417,000 — Operating lease liability267,730 417,000 
Finance lease liabilityFinance lease liability1,155,099 — Finance lease liability1,036,880 1,155,099 
Total Long-Term LiabilitiesTotal Long-Term Liabilities11,417,150 7,244,124 Total Long-Term Liabilities1,803,610 11,417,150 
Commitments and Contingencies (Note 10)Commitments and Contingencies (Note 10)00Commitments and Contingencies (Note 10)00
Members' EquityMembers' EquityMembers' Equity
Members' equity, 4,798 and 4,807 units outstanding, respectively49,563,285 55,984,451 
Members' equity, 4,782 and 4,798 units outstanding, respectivelyMembers' equity, 4,782 and 4,798 units outstanding, respectively63,215,463 49,563,285 
Total Liabilities and Members’ EquityTotal Liabilities and Members’ Equity$73,730,188 $74,022,657 Total Liabilities and Members’ Equity$86,341,152 $73,730,188 
Notes to Financial Statements are an integral part of this Statement.

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Table of Contents


HIGHWATER ETHANOL, LLC
Statements of Operations

Fiscal Year EndedFiscal Year EndedFiscal Year EndedFiscal Year EndedFiscal Year EndedFiscal Year Ended
October 31, 2020October 31, 2019October 31, 2018October 31, 2021October 31, 2020October 31, 2019
RevenuesRevenues$97,256,146 $97,249,109 $94,943,746 Revenues$158,717,536 $97,256,146 $97,249,109 
Cost of Goods SoldCost of Goods Sold99,813,857 101,759,731 97,723,069 Cost of Goods Sold143,172,419 99,813,857 101,759,731 
Gross Loss(2,557,711)(4,510,622)(2,779,323)
Gross Profit (Loss)Gross Profit (Loss)15,545,117 (2,557,711)(4,510,622)
Operating ExpensesOperating Expenses3,552,328 3,200,285 2,891,093 Operating Expenses3,234,524 3,552,328 3,200,285 
Operating Loss(6,110,039)(7,710,907)(5,670,416)
Operating Profit (Loss)Operating Profit (Loss)12,310,593 (6,110,039)(7,710,907)
Other Income (Expense)Other Income (Expense)Other Income (Expense)
Interest incomeInterest income3,301 8,720 3,173 Interest income4,763 3,301 8,720 
Other incomeOther income288,518 181,172 66,091 Other income1,015,720 288,518 181,172 
Interest expenseInterest expense(687,101)(872,491)(713,386)Interest expense(516,338)(687,101)(872,491)
Gain on debt extinguishmentGain on debt extinguishment712,200 — — 
Income from equity method investmentsIncome from equity method investments139,155 119,270 155,114 Income from equity method investments213,990 139,155 119,270 
Total other expense, net(256,127)(563,329)(489,008)
Total other income (expense), netTotal other income (expense), net1,430,335 (256,127)(563,329)
Net Loss$(6,366,166)$(8,274,236)$(6,159,424)
Net Income (Loss)Net Income (Loss)$13,740,928 $(6,366,166)$(8,274,236)
Weighted Average Units OutstandingWeighted Average Units Outstanding4,803 4,809 4,814 Weighted Average Units Outstanding4,788 4,803 4,809 
Net Loss Per Unit$(1,325.46)$(1,720.57)$(1,279.48)
Net Income (Loss) Per Unit, basic and dilutedNet Income (Loss) Per Unit, basic and diluted$2,869.87 $(1,325.46)$(1,720.57)
Distributions Per UnitDistributions Per Unit$$$345 Distributions Per Unit$— $— $— 

Notes to Financial Statements are an integral part of this Statement.
3836


HIGHWATER ETHANOL, LLC
Statements of Changes in Members' Equity
Members' Equity
Balance - October 31, 201772,133,969 
Net loss(6,159,424)
Member distributions(1,660,658)
Member unit repurchase, 2 units(16,000)
Balance - October 31, 201864,297,887 
Net loss(8,274,236)
Member unit repurchase, 5 units(39,200)
Balance - October 31, 201955,984,451 
Net Lossloss(6,366,166)
Member unit repurchase, 9 units(55,000)
Balance - October 31, 202049,563,285 
Net income13,740,928 
Member unit repurchase, 16 units(88,750)
Balance - October 31, 2021$63,215,463 

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

3937


HIGHWATER ETHANOL, LLC
Statements of Cash Flows
Fiscal Year EndedFiscal Year EndedFiscal Year EndedFiscal Year EndedFiscal Year EndedFiscal Year Ended
October 31, 2020October 31, 2019October 31, 2018October 31, 2021October 31, 2020October 31, 2019
Cash Flows from Operating ActivitiesCash Flows from Operating ActivitiesCash Flows from Operating Activities
Net loss$(6,366,166)$(8,274,236)$(6,159,424)
Adjustments to reconcile net loss to net cash provided by (used in) operations
Net income (loss)Net income (loss)$13,740,928 $(6,366,166)$(8,274,236)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operationsAdjustments to reconcile net income (loss) to net cash provided by (used in) operations
Depreciation and amortizationDepreciation and amortization9,215,642 8,947,039 8,649,702 Depreciation and amortization9,751,569 9,215,642 8,947,039 
Distributions in excess of earnings from equity method investments74,891 272,049 232,353 
Earnings in excess of distributions (distributions in excess of earnings) from equity method investmentsEarnings in excess of distributions (distributions in excess of earnings) from equity method investments(108,990)74,891 272,049 
Gain on debt extinguishmentGain on debt extinguishment(712,200)— — 
Non-cash patronage incomeNon-cash patronage income(435,703)(249,058)(365,854)Non-cash patronage income(229,959)(435,703)(249,058)
Change in working capital componentsChange in working capital componentsChange in working capital components
Accounts receivableAccounts receivable(835,928)(1,645,848)1,522,025 Accounts receivable(3,990,669)(835,928)(1,645,848)
InventoriesInventories(3,310,614)701,335 (687,985)Inventories(4,070,172)(3,310,614)701,335 
Derivative instrumentsDerivative instruments209,343 473,146 (142,686)Derivative instruments(107,872)209,343 473,146 
Prepaids and otherPrepaids and other(353,330)(74,648)(1,462)Prepaids and other(320,938)(353,330)(74,648)
Accounts payableAccounts payable1,662,253 2,813,174 1,361,072 Accounts payable8,233,490 1,662,253 2,813,174 
Accrued expensesAccrued expenses(108,252)(5,302)(13,760)Accrued expenses224,677 (108,252)(5,302)
Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities(247,864)2,957,651 4,393,981 Net cash provided by (used in) operating activities22,409,864 (247,864)2,957,651 
Cash Flows from Investing ActivitiesCash Flows from Investing ActivitiesCash Flows from Investing Activities
Capital expendituresCapital expenditures(3,275,201)(1,709,039)(2,274,830)Capital expenditures(6,827,516)(3,275,201)(1,709,039)
Net cash used in investing activities Net cash used in investing activities(3,275,201)(1,709,039)(2,274,830) Net cash used in investing activities(6,827,516)(3,275,201)(1,709,039)
Cash Flows from Financing ActivitiesCash Flows from Financing ActivitiesCash Flows from Financing Activities
Payments on long-term debtPayments on long-term debt(16,500,000)(14,001,000)(3,250,000)Payments on long-term debt(45,500,000)(16,500,000)(14,001,000)
Proceeds from long-term debtProceeds from long-term debt19,212,200 14,000,000 2,500,000 Proceeds from long-term debt37,000,000 19,212,200 14,000,000 
Payments on finance lease liabilityPayments on finance lease liability(105,932)— — Payments on finance lease liability(111,907)(105,932)— 
Member unit repurchasesMember unit repurchases(55,000)(39,200)(16,000)Member unit repurchases(88,750)(55,000)(39,200)
Member distributions(1,660,658)
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities2,551,268 (40,200)(2,426,658)Net cash provided by (used in) financing activities(8,700,657)2,551,268 (40,200)
Net Increase (decrease) in Cash and Cash EquivalentsNet Increase (decrease) in Cash and Cash Equivalents(971,797)1,208,412 (307,507)Net Increase (decrease) in Cash and Cash Equivalents6,881,691 (971,797)1,208,412 
Cash and cash equivalents – Beginning of PeriodCash and cash equivalents – Beginning of Period1,639,114 430,702 738,209 Cash and cash equivalents – Beginning of Period667,317 1,639,114 430,702 
Cash and cash equivalents – End of PeriodCash and cash equivalents – End of Period$667,317 $1,639,114 $430,702 Cash and cash equivalents – End of Period$7,549,008 $667,317 $1,639,114 
Supplemental Cash Flow InformationSupplemental Cash Flow InformationSupplemental Cash Flow Information
Cash paid for interest expenseCash paid for interest expense$568,205 $761,920 $568,345 Cash paid for interest expense$478,473 $568,205 $761,920 
Supplemental Disclosure of Noncash Financing and Investing ActivitiesSupplemental Disclosure of Noncash Financing and Investing ActivitiesSupplemental Disclosure of Noncash Financing and Investing Activities
Capital expenditures included in accounts payableCapital expenditures included in accounts payable$56,370 $13,214 $67,990 Capital expenditures included in accounts payable$— $56,370 $13,214 
Establishment of lease liability and right of use assetEstablishment of lease liability and right of use asset$2,064,994 $— $— Establishment of lease liability and right of use asset$— $2,064,994 $— 

Notes to Financial Statements are an integral part of this Statement.
4038

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 20202021 and 20192020

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Highwater Ethanol, LLC, (a Minnesota Limited Liability Company) operates an ethanol plant near Lamberton, Minnesota. The ethanol plant was constructed as a 50 million gallon per year nameplate ethanol plant. The plant currently operates in excess of its nameplate capacity due to the approval of air permit by the Minnesota Pollution Control Agency which allows for 70.2 million gallons of denatured ethanol per 12-month rolling average. The Company produces and sells, primarily through third-party professional marketers, 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

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 are required as part of the 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 Company generally sells ethanol and related products pursuant to marketing agreements. The Company’s products are shipped FOB shipping point. 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 control and has assumed the risks and rewards of ownership, prices are fixed or determinable and collectability is reasonably assured. For ethanol sales by single manifest railcars and trucks, and distillers grains sales, control transfers when loaded into the rail car.Beginning December 15, 2020, for ethanol sales by unit trains, control transfers once the last railcar of the unit train has loaded and the shipping documentation transferred to the marketer.

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, 2020,2021, and 2019:2020:
4139

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 20202021 and 20192020

Fiscal Year Ended October 31, 2020Fiscal Year Ended October 31, 2019Fiscal Year Ended October 31, 2021Fiscal Year Ended October 31, 2020
Revenue SourcesRevenue SourcesAmountAmountRevenue SourcesAmountAmount
Ethanol SalesEthanol Sales$75,161,967 $75,541,437 Ethanol Sales$122,902,729 $75,161,967 
Modified Distillers Grains SalesModified Distillers Grains Sales4,163,426 3,874,384 Modified Distillers Grains Sales4,899,649 4,163,426 
Dried Distillers Grains SalesDried Distillers Grains Sales14,123,366 14,700,718 Dried Distillers Grains Sales21,090,325 14,123,366 
Corn Oil SalesCorn Oil Sales3,807,387 3,132,570 Corn Oil Sales9,824,833 3,807,387 
Total RevenuesTotal Revenues$97,256,146 $97,249,109 Total Revenues$158,717,536 $97,256,146 

Contract assets and contract liabilities:

The Company had short term contract liabilities from contracts with customers of $0 at October 31, 2020 and $4,947 at October 31, 2019.

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.

The Company had no short term contract liabilities from contracts with customers at October 31, 2021 and October 31, 2020.

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.

The Company entered into ethanol, and 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
42

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 2020 and 2019
fair value is recorded through earnings in the period of change. Ethanol derivative changes in fair market value are included in revenue. Corn and natural gas derivative changes in fair market value are included in costs of goods sold.
40

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 2021 and 2020

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, 20202021 and 2019,2020, the Company has determined that amounts are collectible and an allowance was not considered necessary.

Inventories

Inventories consist of raw materials, spare parts and supplies, work in process and finished goods. Raw materials and spare parts 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 YearsMaximum Years
Land improvements1520
Buildings1020
Office equipment55
Plant and process equipment720
Vehicles77

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 identified a triggering event during the year ended October 31, 2020 and performed an impairment test. The Company's analysis concluded there was no impairment. The Company has 0tnot recorded any impairment as of October 31, 20202021 and 2019.2020.


4341

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 20202021 and 20192020

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, 20202021 and 20192020 due to the short maturity nature of these instruments (Level 2).

Derivative instruments 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).

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 (loss) from equity method investments based on a one month lag. the most recent reliable data.Therefore, the net income related to RPMG and LT(loss) which is reported in the Company’s statements of operations for the years ended October 31, 2021, 2020 and 2019 and 2018is based on theirthe investee's results of operations for the twelve month periods ended September 30, 2021, 2020 and 2019, and 2018.respectively.

The Company has cost method of investments in cooperatives. The corresponding patronage income is recorded in Cost of Goods Sold.

Net LossIncome (Loss) per Unit

Basic net loss per unit is computed by dividing net loss by the weighted average number of members’ units outstanding during the period. Diluted net loss per unit is computed by dividing net 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 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.years for jurisdictions in which it files.

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.


42

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 2021 and 2020

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
44

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 2020 and 2019
disposal of materials at its location. Accordingly, the Company has adopted policies, practices, and procedures in the areas of pollution 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 1 reportable business segment, the manufacturemanufacturing 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.

Recently Issued or Adopted Accounting Pronouncements

Accounting for Leases (Adopted):

In FebruaryJune 2016, the FASB issued ASU 2016-02, LeasesNo. 2016-13, Financial Instruments-Credit Losses (Topic 842)326). ThisThe ASU requires lesseesfinancial assets measured at amortized cost (including trade receivables) to recognize a lease liability and a rightbe presented at the net amount expected to be collected, through an allowance for credit losses that are expected to occur over the remaining life of usethe asset, for all leases with a lease term greaterrather than twelve months on its balance sheet. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. incurred losses.The Company adopted this guidance, in the current year, effective November 1, 2019, using the modified retrospective approach. 2020.The Company evaluated the impact of the new guidance and determined that adoption of this guideline has elected the practical expedient to not record a right of use asset or lease liability for leases with a term of 12 months or less. See Note 8 for further information.no material impact on our financial statements.

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.

The ethanol industry experienced adverse conditions throughout most of 2018 and 2019 as a result of industry-wide record low ethanol prices due to reduced demand and high industry inventory levels. These adverse conditions were continued into 2020 and were compounded by the COVID-19 pandemic. As a result, the Company has experiencedpandemic resulting in negative operating margins, lower cash flow from operations and net operating losses. In response,losses for those periods. Ethanol demand rebounded in 2021 due to the Company reduced itslifting of COVID-19 restrictions in many areas having a positive effect on ethanol production levels by up to 25%. As conditions improvedprices resulting in June 2020,positive operating margins, higher cash flow from operations and net operating income for the Company began increasing its ethanol production rate to approximately 64 million gallons annually. Theperiod. However, the Company continues to monitor evolving COVID-19 developments and the potential effect on demand for its products in order to make adjustments to production levels as warranted.our products.

3. INVENTORIES

Inventories consisted of the following at:
4543

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 20202021 and 20192020

October 31, 2020October 31, 2019October 31, 2021October 31, 2020
Raw materialsRaw materials$5,673,918 $2,801,255 Raw materials$8,471,843 $5,673,918 
Spare parts and suppliesSpare parts and supplies3,543,395 3,384,360 Spare parts and supplies4,093,108 3,543,395 
Work in processWork in process804,455 743,850 Work in process1,074,341 804,455 
Finished goodsFinished goods656,202 437,891 Finished goods1,108,850 656,202 
Total Total$10,677,970 $7,367,356  Total$14,748,142 $10,677,970 

The Company recordeddid not record a lower of cost or net realizable value write-down on inventory of approximately $0 and $21,000 for the fiscal years ended October 31, 20202021 and 2019, respectively.2020.

4. DERIVATIVE INSTRUMENTS

The Company enters 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 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 are not designated as effective hedges for accounting purposes.

Commodity Contracts

Management expects all open positions outstanding as of October 31, 20202021 to be realized within the next twelve months.

The following tables provide details regarding the Company's derivative instruments at October 31:
Instrument InstrumentBalance Sheet location InstrumentBalance Sheet location
2020201920212020
Corn, natural gas and ethanol contractsCorn, natural gas and ethanol contractsCorn, natural gas and ethanol contracts
In gain position$$124,069 
In loss positionIn loss position(889,750)(775,887)In loss position(915,027)(889,750)
Deposits with brokerDeposits with broker1,150,147 1,121,558 Deposits with broker1,283,296 1,150,147 
Derivative instruments$260,397 $469,740 Derivative instruments$368,269 $260,397 

These contracts and related deposits are subject to a master netting arrangements and, therefore, are presented on a net basis on the balance sheet.

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 Statement of Year Ended October 31
 Operations location 202020192018 Operations location 202120202019
Ethanol contractsEthanol contractsRevenues(622,585)(240,284)(81,032)Ethanol contractsRevenues953 (622,585)(240,284)
Corn contractsCorn contractsCost of goods sold(845,013)(835,456)(149,323)Corn contractsCost of goods sold352,596 (845,013)(835,456)
Natural gas contractsNatural gas contractsCost of goods sold11,240 21,833 38,137 Natural gas contractsCost of goods sold24,428 11,240 21,833 



4644

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 20202021 and 20192020

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  Fair Value as of Fair Value Measurement Using
 October 31, 2020 Level 1Level 2Level 3  October 31, 2021 Level 1Level 2Level 3
Derivative instrument - commoditiesDerivative instrument - commoditiesDerivative instrument - commodities
In gain positionIn gain position$— $— $— $— 
In loss positionIn loss position$(889,750)$(71,037)$(818,713)$In loss position$(915,027)$(72,129)$(842,898)$— 

 Fair Value as of Fair Value Measurement Using  Fair Value as of Fair Value Measurement Using
 October 31, 2019 Level 1Level 2Level 3  October 31, 2020 Level 1Level 2Level 3
Derivative instrument - commoditiesDerivative instrument - commoditiesDerivative instrument - commodities
In gain positionIn gain position$124,069 $4,538 $119,531 $In gain position$— $— $— $— 
In loss positionIn loss position$(775,887)$(4,375)$(771,512)$In loss position$(889,750)$(71,037)$(818,731)$— 

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, 2020September 30, 2019
Current assets$171,906,142 $181,920,147 
Other assets715,967 876,852 
Current liabilities143,817,704 152,492,824 
Long-term liabilities14,000 
Members' equity28,869,485 30,290,175 
Revenue3,083,913,298 3,244,543,605 
Net income579,310 1,677,577 

September 30, 2021September 30, 2020
Current assets$279,168,444 $171,906,142 
Other assets680,119 715,967 
Current liabilities248,510,431 143,817,704 
Long-term liabilities— — 
Members' equity31,365,670 28,869,485 
Revenue4,782,836,390 3,083,913,298 
Net income3,371,185 579,310 

4745

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 20202021 and 20192020

7. DEBT FINANCING

Long-term debt consists of the following at:
October 31, 2020October 31, 2019October 31, 2021October 31, 2020
Variable Rate Term Loan (Compeer)$$3,500,000 
Term Revolving LoanTerm Revolving Loan499,000 5,999,000 
Term Revolving Loan (Compeer)5,999,000 6,499,000 
2020 Term Loan (Compeer)6,000,000 $
2020 Term Loan2020 Term Loan3,000,000 6,000,000 
PPP LoanPPP Loan712,200 PPP Loan— 712,200 
TotalTotal12,711,200 9,999,000 Total3,499,000 12,711,200 
Less debt issuance costsLess debt issuance costs(31,104)(25,137)Less debt issuance costs(8,709)(31,104)
Less amounts due within one yearLess amounts due within one year(2,835,045)(2,729,739)Less amounts due within one year(2,991,291)(2,835,045)
Net long-term debtNet long-term debt$9,845,051 $7,244,124 Net long-term debt$499,000 $9,845,051 

Bank Financing
On January 22, 2016, theThe Company entered intohas a Second Amended and Restated Credit Agreementloan facility 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 theFinancial f/k/a AgStar Financial Services, PCA ("Compeer") that includes a $20,000,000 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. In September 2020, the Company executed a Second and Third Amendment to Second Amended and Restated Credit Agreement which provided for a $6,000,000 term loan with an original amount of $6,000,000 (the "2020 Term Loan") to be used to fund certain improvements to the ethanol production facility. On March 15, 2021, the Company amended its loan facility to add a Revolving Line of Credit Loan. The 2020 Term Loan is subject to a variable interest rate based on the Wall Street Journal's Prime Rate plus 45 basis points. Beginning on January 1, 2021, monthly principal payments are due on the 2020 Term Loan of $250,000 plus accrued interest. Payments of all amounts outstanding are due on September 14, 2022. The Company paid $30,000 in commitment and amendment fees in connection with the amendment. On November 25, 2020, Compeer waived the Company's violation at October 31, 2020specifics of the minimum debt service coverage ratioRevolving Line of Credit Loan are set forth in the Second Amendedbelow. The loan facility with Compeer is secured by substantially all business assets and Restated Credit Agreement.

Variable Rate Term Loan

The Variable Rate Term Loan was 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, 2020 was 3.40%. Monthly principal payments were due on the Variable Rate Term Loan of approximately $250,000 plus accrued interest and payments of all amounts outstanding was due on January 22, 2021. At October 31, 2020, the balance on this note was $0 asalso subjects the Company paid off the loan in the current year.to various financial and non-financial covenants.

Term Revolving Loan

The Term Revolving Loan was 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, 20202021 was 3.40%3.33%. 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 $5,999,000$499,000 at October 31, 2020.2021. The Company pays interest at a rate of 1.50% on amounts outstanding for letters of credit which also reduce the amount available under the Term Revolving Loan. The Company had 0no letters of credit outstanding at October 31, 2020.2021. 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.Loan.
48

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 2020 and 2019

2020 Term Loan

The 2020 Term Loan is for up to $6,000,000 with a variable interest rate based on the Wall Street Journal's Prime Rate plus 45 basis points with no minimum interest rate. The applicable interest rate at October 31, 20202021 was 3.70%. Beginning on January 1, 2021, monthlyMonthly principal payments are due on the 2020 Term Loan of approximately $250,000 plus accrued interest with payments of all amounts outstanding due on September 14, 2022. The outstanding balance on this note was $6,000,000$3,000,000 at October 31, 2020.2021. Subsequent to the fiscal year end, the Company paid off the loan balance.

Revolving Line of Credit Loan

The Revolving Line of Credit Loan is for an amount equal to the borrowing base, with a maximum limit of $10,000,000, with a variable interest rate based on at the 30-day LIBOR rate plus 325 basis points with no minimum interest rate. The amount available to borrow per the borrowing base calculations at October 31, 2021 was approximately $3,400,000. The applicable interest rate at October 31, 2021 was 3.33%. The Revolving Line of Credit Loan may be advanced, repaid and re-borrowed during the term. Monthly interest payments are due on the Revolving Line of Credit Loan with payment of all amounts outstanding due on March 15, 2022. The outstanding balance on this note was $0 at October 31, 2021. The Company is also required to pay unused commitment fees for the Revolving Line of Credit Loan.
46

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 2021 and 2020

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 2020 Term Loan is $0. As of October 31, 2020, the Company violated the debt service coverage ratio requirement of 1.25:1.00. Subsequent to the fiscal year end, on November 25, 2020, Compeer waived the Company's violation, at October 31, 2020, of the minimum debt services coverage ratio requirement of 1.25:1.00. The Company believes that it will be in compliance with its financial covenants for at least the next 12 months.

PPP Loan

In March 2020, Congress passed a stimulus bill called the CARES Act to provide economic relief related to the COVID-19 pandemic. One of the programs established by the CARES Act is the Paycheck Protection Program ("PPP"), authorizing loans to small business for use in paying employees that continue to work throughout the COVID-19 pandemic and for qualifying rent, utilities and interest on mortgages. Loans obtained through the PPP are administered by the Small Business Administration and eligible to be forgiven as long as the Company met the requirements and the proceeds are used for qualifying purposes and other conditions are met. On April 14, 2020, the Company was awarded a PPP loan in the amount of $712,200. To the extent it is not forgiven,In January 2021, the Company would be requiredreceived notification from the Small Business Administration that all loan proceeds received by the Company were forgiven. Due to repay that portion at an interest ratethe forgiveness of 1% over twelve months beginningthe loan, the Company recorded on May 1,a gain on debt extinguishment in the statement of operations for $712,000 for the fiscal year ended October 31, 2021.


49

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 2020 and 2019
The estimated maturities of the long-term debt at October 31, 20202021 are as follows:
Fiscal YearFiscal YearPrincipalDebt Issuance CostsTotalFiscal YearPrincipalDebt Issuance CostsTotal
20212,856,100 (21,055)2,835,045 
202220223,856,100 (10,049)3,846,051 20223,000,000 (8,709)2,991,291 
202320235,999,000 5,999,000 2023499,000 — 499,000 
Long-term debt Long-term debt$12,711,200 $(31,104)$12,680,096  Long-term debt$3,499,000 $(8,709)$3,490,291 

8. LEASES

Adoption of ASC 842

As discussed in Note 1, on November 1, 2019, the Company adopted the provisions of ASC 842 using the modified retrospective approach and elected the option to apply the transition provisions at adoption date instead of the earliest period presented in the financial statements. Due to this election, the Company is not required to retrospectively apply the standard to previous periods presented. This adoption resulted in the Company recognizing initial right of use assets and lease liabilities of approximately $2,065,000. The total right of use assets and lease liabilities consist of operating leases and finance leases, respectively. The adoption did not have a significant impact on the Company’s statement of operations.

The Company leases rail cars for its facility to transport dried distillers grains to its end customers. We classified these identified assets as operating leases after assessing the terms of the leases under lease classification guidance.

The Company has a contract for use of a natural gas pipeline which transports natural gas from the Northern Natural Gas pipeline to the Company’s facility. This natural gas line has no alternate use and is specifically for the benefit of the Company. The contract has minimum volume requirements as well as a fixed monthly fee. This contract meets the definition of a lease
47

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 2021 and 2020

and is classified as a finance lease. Right of use assets and lease liabilities are recognized based on the present value of lease payments over the lease term.

The discount rate used in determining the lease liability for each individual lease is the Company's estimated incremental borrowing rate. An incremental borrowing rate of 5.5% was utilized for each of the Company's leases.

The Company determines if an arrangement is a lease or contains a lease at inception. The Company’s operating and finance leases have remaining lease terms of approximately 43 years and 9 years, respectively. These leases include options to extend the lease. When it is reasonably certain the Company will exercise those options, the Company will update the remaining terms of the leases. The Company does not have lease arrangements with residual value guarantees, sale leaseback terms or material restrictive covenants.

The following tables summarizes the remaining maturities of the Company's operating and financing lease liabilities as of October 31, 2020:2021:

For the Period Ending October 31,Operating LeasesFinance Leases
2021$168,480 $178,800 
2022168,480 178,800 
2023168,480 178,800 
2024112,320 178,800 
2025178,800 
Thereafter715,200 
Totals617,760 1,609,200 
Amount representing interest(59,460)(342,193)
Lease liability$558,300 $1,267,007 
50

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 2020 and 2019
For the Period Ending October 31,Operating LeasesFinance Leases
2022$168,480 $178,800 
2023168,480 178,800 
2024112,320 178,800 
2025— 178,800 
2026— 178,800 
Thereafter— 536,400 
Totals449,280 1,430,400 
Amount representing interest(32,279)(275,300)
Lease liability$417,001 $1,155,100 

Lease CostOctober 31, 20202021
Operating lease cost$168,480 
Short term lease cost125,65873,195 
Finance lease cost
Amortization of leased assets137,292143,267 
Interest on lease liabilities72,86866,893 
Net lease cost$504,298451,835 

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 first quarter of our fiscal year ended October 31, 2021, the Company repurchased 6 of its membership units at a price of $5,500 per unit for a total purchase price of $33,000. During the second quarter of our fiscal year ended October 31, 2021, the Company repurchased 5 of its membership units at a price of $5,500 per unit for a total purchase price of $27,500. During the third quarter of our fiscal year ended October 31, 2021, the Company repurchased 2 of its membership units at a price of $5,500 per unit for a total purchase price of $11,000. During the fourth quarter of our fiscal year ended October 31, 2021, the Company repurchased 3 of its membership units at a price of $5,750 per unit for a total purchase price of $17,250.
48

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 2021 and 2020

During the first quarter of our fiscal year ended October 31, 2020, the Company repurchased 2 of its membership units at a price of $6,500 per unit for a total purchase price of $13,000. During the third quarter of our fiscal year ended October 31, 2020, the Company repurchased 7 of its membership units at a price of $6,000 per unit for a total purchase price of $42,000. 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.

10. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS

Marketing Agreements

The Company has an ethanol marketing agreement with a marketer (RPMG) to purchase, market, and distribute 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, 2021, 2020 and 2019 and 2018 was $123,344,552, $69,682,187, $75,781,721 and $72,745,341 respectively. Accounts receivable under the agreement as of October 31, 2021 and 2020 were $6,353,103 and 2019 were $2,677,213 and $2,217,594 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. Revenue recognized under this agreement for the years ended October 31, 2021, 2020 and 2019 was $21,108,135 and 2018 was $14,123,366, $14,700,718 and $15,566,191 respectively. Accounts receivable under the agreement as of October 31, 20202021 and 2019 were $474,991$520,821 and $182,567$474,991 respectively.

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. Revenue recognized under this agreement for the years ended October 31, 2021 and 2020 was $9,867,789 and 2019 was $3,836,751 and $3,036,179 respectively. Accounts receivable under the agreement as of October 31, 2021 and 2020 were $317,966 and 2019 were $112,028 and $119,615 respectively. Prior to November 19, 2018, the Company used a different third party marketer.

Construction Agreement

The Company entered into an agreement with a contractor for the installation of a system to produce 20MGY Hydrous USP Grade Ethanol which is used in the sanitizer market. The agreement provides for a fixed price which includes design, engineering and construction management. Monthly applications for payment are issued based on progress and final payment is due upon final completion of the work. The agreement provides that the Company may suspend work for a period of not more than 60 days, subject to a potential adjustment in price and contract time, and may terminate for cause after notice and opportunity to cure. The contractor may stop work or terminate the agreement if work is suspended for more than 60 days or for payment default after notice and opportunity to cure. The remaining project commitment at October 31, 2020 is approximately $3,200,000.

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, 2020:
QuantityAverage PriceDelivery Date
Purchase of corn (in bushels):
    Basis Contracts881,000 By 12/31/21
    Priced Contracts1,399,000 $3.76 By 10/31/21
        Total2,280,000 
Purchase of natural gas (in dekatherms):
    Priced contracts2,702,000 $2.48 By 3/31/23
        Total2,702,000 
Purchase of denaturant (in gallons):
    Priced contracts736,000 $1.14 By 6/30/21
        Total736,000 
Sales of dry distillers grains (in tons):
    Priced contracts11,000 $146.82 By 12/31/20
        Total11,000 
Sales of modified distillers grains (in tons)
    Priced contracts11,000 $71.18 By 6/31/21
        Total11,000 
Sales of corn oil (in pounds)
    Priced contracts2,112,000 $0.29 By 12/31/20
        Total2,112,000 
2021:

QuantityAverage PriceDelivery Date
Purchase of corn (in bushels):
    Basis Contracts1,824,000 by 12/31/22
    Priced Contracts1,188,000 $5.13 by 1/31/23
        Total3,012,000 
Purchase of natural gas (in dekatherms):
    Priced contracts3,349,000 $2.88 by 10/31/24
        Total3,349,000 
Purchase of denaturant (in gallons):
    Priced contracts110,000 $2.07 by 11/30/21
        Total110,000 
Sales of dry distillers grains (in tons):
    Priced contracts8,500 $201.00 by 12/31/21
        Total8,500 
Sales of modified distillers grains (in tons)
    Priced contracts22,400 $98.00 by 8/31/22
        Total22,400 
Sales of corn oil (in pounds)
    Priced contracts1,789,000 $0.59 by 3/31/22
        Total1,789,000 

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HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 2020 and 2019
11. QUARTERLY FINANCIAL DATA (UNAUDITED)

First QuarterSecond QuarterThird QuarterFourth Quarter
Fiscal Year Ended October 31, 2021Fiscal Year Ended October 31, 2021
RevenuesRevenues$28,435,747 $34,864,344 $46,988,806 $48,428,639 
Gross ProfitGross Profit288,818 4,515,280 6,923,891 3,817,128 
Operating profit (Loss)Operating profit (Loss)(537,092)3,718,220 6,097,163 3,032,302 
Net incomeNet income163,638 4,344,633 6,074,771 3,157,886 
Basic and diluted earnings per unitBasic and diluted earnings per unit34.14 907.21 1,269.28 660.37 
First QuarterSecond QuarterThird QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth Quarter
Fiscal Year Ended October 31, 2020Fiscal Year Ended October 31, 2020Fiscal Year Ended October 31, 2020
RevenuesRevenues$27,184,024 $20,257,229 $24,238,999 $25,575,894 Revenues$27,184,024 $20,257,229 $24,238,999 $25,575,894 
Gross Profit (Loss)Gross Profit (Loss)(1,475,324)(2,817,586)1,275,198 460,001 Gross Profit (Loss)(1,475,324)(2,817,586)1,275,198 460,001 
Operating profit (loss)(2,495,845)(3,883,393)497,484 (228,285)
Operating profit (Loss)Operating profit (Loss)(2,495,845)(3,883,393)497,484 (228,285)
Net income (loss)Net income (loss)(2,616,683)(3,951,590)366,274 (164,167)Net income (loss)(2,616,683)(3,951,590)366,274 (164,167)
Basic and diluted earnings (loss) per unitBasic and diluted earnings (loss) per unit(544.35)(822.22)76.29 (34.22)Basic and diluted earnings (loss) per unit(544.35)(822.22)76.29 (34.22)
First QuarterSecond QuarterThird QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth Quarter
Fiscal Year Ended October 31, 2019Fiscal Year Ended October 31, 2019Fiscal Year Ended October 31, 2019
RevenuesRevenues$22,688,410 $22,939,711 $25,605,525 $26,015,463 Revenues$22,688,410 $22,939,711 $25,605,525 $26,015,463 
Gross lossGross loss(1,798,887)(1,616,624)(175,483)(919,628)Gross loss(1,798,887)(1,616,624)(175,483)(919,628)
Operating lossOperating loss(2,560,218)(2,428,181)(1,078,065)(1,644,443)Operating loss(2,560,218)(2,428,181)(1,078,065)(1,644,443)
Net lossNet loss(2,719,712)(2,579,501)(1,248,542)(1,726,481)Net loss(2,719,712)(2,579,501)(1,248,542)(1,726,481)
Basic and diluted loss per unitBasic and diluted loss per unit(565.19)(536.28)(259.68)(359.08)Basic and diluted loss per unit(565.19)(536.28)(259.68)(359.08)
First QuarterSecond QuarterThird QuarterFourth 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)

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.

ITEM 12. SUBSEQUENT EVENTS.

On November 17, 2021, the board of governors declared a cash distribution of $1,500 per membership unit to unit holders of record at the close of business on November 17, 2021, for a total distribution of $7,172,250. The distribution was paid on December 17, 2021. On January 19, 2022, the board of governors declared a cash distribution of $2,300 per membership unit to unit holders of record at the close of business on December 31, 2021, for a total distribution of $10,972,150. The Company expects to pay the distribution on or before February 28, 2022.






49

HIGHWATER ETHANOL, LLC
Notes to Financial Statements
October 31, 2021 and 2020


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, 2020.2021.  Based on this review and evaluation, these officers have concluded that our disclosure controls and
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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.

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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 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, 2020.2021.

    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 20202021 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.

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ITEM 9B. OTHER INFORMATION
    
    None.On January 19, 2022, the board of governors declared a cash distribution of $2,300 per membership unit to unit holders of record at the close of business on December 31, 2021, for a total distribution of $10,972,150. We expect to pay the distribution on or before February 28, 2022.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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 20212022 annual meeting of members to be filed with the Securities Exchange Commission within 120 days after the end of our 20202021 fiscal year. This proxy statement is referred to in this report as the 20212022 Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

    The information required by this Item is incorporated by reference from the 20212022 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 20212022 Proxy Statement.

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

    The information required by this Item is incorporated by reference from the 20212022 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

    The information required by this Item is incorporated by reference from the 20212022 Proxy Statement.
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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 3635 of this report.

(2)Financial Statement Schedules

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.ExhibitFiled HerewithIncorporated by Reference
3.1Exhibit 3.1 to the registrant's registration statement on Form SB-2 (Commission File 333-137482).
3.2Exhibit 3.2 to the registrant's registration Form 10-Q filed with the Commission on March 22, 2011.
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Exhibit 3.1 to the registrant's Form 10-Q filed with the Commission on June 7, 2018
4.1Exhibit 4.2 to the registrant's registration statement on Form SB-2 (Commission File 333-137482).
4.2Registrant's registration statement on Form SB-2/A (Commission File 333-137482) filed on March 26, 2007
10.1Exhibit 10.6 to the registrant's registration statement on Form SB-2 (Commission File 33-137482).
10.2Exhibit 10.9 to the registrant's registration statement on Form SB-2 (Commission File 33-137482).
10.310.2Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on July 3, 2007.
10.410.3Exhibit 10.4 to the registrant's Form 10-KSB filed with the Commission on January 29, 2008.
10.510.4Exhibit 10.26 to the registrant's Form 10-QSB filed with the Commission on September 15, 2008.
10.610.5Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on June 15, 2009.
10.7Exhibit 10.50 to the registrant's Form 10-K filed with the Commission on February 3, 2011.
10.810.6Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on September 14, 2012.
10.9
52


Exhibit 10.85 to the registrant's Form 10-K filed with the Commission on January 16, 2014
10.1010.7Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on February 28, 2014
10.1110.8Exhibit 99.2 to the registrant's Form 8-K filed with the Commission on February 28, 2014
10.1210.9Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.13Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.14Exhibit 10.3 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.15Exhibit 10.4 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.16Exhibit 10.5 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
55


10.17Exhibit 10.6 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.18Exhibit 10.7 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.19Exhibit 10.8 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.20Exhibit 10.9 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.21Exhibit 10.10 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.22Exhibit 10.11 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.23Exhibit 10.12 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.24Exhibit 10.13 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.25Exhibit 10.14 to the registrant's Form 10-Q filed with the Commission on March 5, 2014
10.2610.11Exhibit 10.79 to the registrant's Form 10-K/A filed with the Commission on May 22, 2014
10.2710.12Exhibit 10.80 to the registrant's Form 10-K/A filed with the Commission on May 22, 2014
10.2810.13Exhibit 10.81 to the registrant's Form 10-K/A filed with the Commission on May 22, 2014
10.2910.14Exhibit 10.82 to the registrant's Form 10-K/A filed with the Commission on May 22, 2014
10.3010.15Exhibit 10.83 to the registrant's Form 10-K/A filed with the Commission on May 22, 2014
10.3110.16Exhibit 10.84 to the registrant's Form 10-K/A filed with the Commission on May 22, 2014
10.32Exhibit 10.102 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.33Exhibit 10.103 to the registrant's Form 10-K filed with the Commission on January 28, 2015
56


10.34Exhibit 10.104 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.35Exhibit 10.105 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.36Exhibit 10.106 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.37Exhibit 10.107 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.38Exhibit 10.108 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.39Exhibit 10.109 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.40Exhibit 10.110 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.41Exhibit 10.111 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.42Exhibit 10.112 to the registrant's Form 10-K filed with the Commission on January 28, 2015
10.43Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on February 27, 2015
10.44Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on June 11, 2015
10.4510.17Exhibit 10.45 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.46Exhibit 10.46 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.47Exhibit 10.47 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.48Exhibit 10.48 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.4910.18Exhibit 10.49 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.5010.19Exhibit 10.50 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.5110.20Exhibit 10.51 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.52Exhibit 10.52 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.53Exhibit 10.53 to the registrant's Form 10-K filed with the Commission on January 28, 2016
10.54Exhibit 10.54 to the registrant's Form 10-K filed with the Commission on January 28, 2016
57


10.55Exhibit 10.55 to the registrant's Form 10-K filed with the Commission on January 25, 2017
10.5610.21Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on October 2, 2017
10.57Exhibit 10.57 to the registrant's Form 10-K filed with the Commission on January 24, 2018
10.58Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on April 27, 2018
10.5910.22Exhibit 99.2 to the registrant's Form 8-K filed with the Commission on April 27, 2018
10.60Exhibit 99.3 to the registrant's Form 8-K filed with the Commission on April 27, 2018
10.6110.23Exhibit 3.1 to the registrant's Form 10-Q filed with the Commission on June 7, 2018
53


10.6210.24Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on August 1, 2018
10.6310.25Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on September 11, 2018
10.6410.26Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on September 11, 2018
10.6510.27Exhibit 10.65 to the registrant's Form 10-K filed with the Commission on January 23, 2019
10.6610.28Exhibit 10.66 to the registrant's Form 10-K filed with the Commission on January 23, 2020
10.6710.29Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on September 1, 2020
10.6810.30Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on September 24, 2020
10.69Exhibit 99.2 to the registrant's Form 8-K filed with the Commission on September 24, 2020
10.7010.31Exhibit 99.3 to the registrant's Form 8-K filed with the Commission on September 24, 2020
10.7110.32Exhibit 99.4 to the registrant's Form 8-K filed with the Commission on September 24, 2020
10.7210.33Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on October 1, 2020
10.73Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on December 29, 2020
10.7410.34X
58


Exhibit 10.74 to the registrant's Form 10-K filed with the Commission on January 21, 2021
10.35Exhibit 10.75 to the registrant's Form 10-K filed with the Commission on January 21, 2021
10.36Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on March 22, 2021
10.37Exhibit 99.2 to the registrant's Form 8-K filed with the Commission on March 22, 2021
10.7510.38Exhibit 99.3 to the registrant's Form 8-K filed with the Commission on March 22, 2021
10.39X
14.1Exhibit 14.1 to the registrant's Form 10-K filed with the Commission on January 29, 2013.
31.1X
31.2X
32.1X
54


32.2X
101101.INSThe following financial information from Highwater Ethanol, LLC's Annual ReportInline XBRL Instance Document – the instance document does not appear on Form 10-K for the fiscal year ended October 31, 2020, formatted inInteractive Data File because its XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of October 31, 2020 and October 31, 2019, (ii) Statements of Operations fortags are embedded within the fiscal years ended October 31, 2020, 2019 and 2018, (iii) Statements of Changes in Members' Equity; (iv) Statements of Cash Flows for the fiscal years ended October 31, 2020, 2019 and 2018, and (v) the Notes to Financial Statements.**Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Labels Linkbase DocumentX
101.PREInline XBRL Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101).X
(+)     Confidential information redacted
(X)    Filed herewith
**     Furnished herewith

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Table of Contents

ITEM 16. FORM 10-K SUMMARY

    None.

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 21, 202119, 2022/s/ Brian Kletscher
Brian Kletscher
Chief Executive Officer
(Principal Executive Officer)
Date:January 21, 202119, 2022/s/ Lucas Schneider
Lucas Schneider
Chief Financial Officer
(Principal Financial and Accounting Officer)
    
    
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Table of Contents

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 21, 202119, 2022/s/ David Moldan
David Moldan, Chairman and Governor
Date:January 21, 202119, 2022/s/ Ronald Jorgenson
Ronald Jorgenson, Vice Chairman and Governor
Date:January 21, 202119, 2022/s/ David Eis
David Eis, Secretary and Governor
Date:January 21, 202119, 2022/s/ Mark Pankonin
Mark Pankonin, Treasurer and Governor
Date:January 21, 202119, 2022/s/ Russell Derickson
Russell Derickson, Governor
Date:January 21, 202119, 2022/s/ George Goblish
George Goblish, Governor
Date:January 21, 202119, 2022/s/ Luke Spalj
Luke Spalj, Governor
Date:January 21, 202119, 2022/s/ Gerald Forsythe
Gerald Forsythe, Governor
Date:January 19, 2022/s/ Michael Landuyt
Michael Landuyt, Governor

6057