UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period endedJune 30, 20182019 
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ______________________ to _______________________
 
Commission File Number: 000-51764

LINCOLNWAY ENERGY, LLC
Exact name of registrant as specified in its charter)
 
Iowa20-1118105
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
59511 W. Lincoln Highway, Nevada, Iowa50201
(Address of principal executive offices)(Zip Code)
515-232-1010
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Membership unitsN/AN/A

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.
þ  Yes     o   No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
þ   Yes     o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer"filer," "smaller reporting company" and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act.



 
Large accelerated filer  o
Accelerated filer  o
   
 
Non-accelerated filer þ
Smaller reporting company  o
   
  
Emerging growth company o
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 42,049 membership units outstanding at August 10, 20181, 2019.



LINCOLNWAY ENERGY, LLC
FORM 10-Q
For the Quarter Ended June 30, 20182019

INDEX

   Page
    
Part I.Financial Information 
    
 Item 1.Unaudited Financial Statements 
  
a)   Balance Sheets
  b)   Statements of Operations
  c)   Statements of Cash FlowsMembers' Equity
  d)   Notes to Unaudited Financial Statements of Cash Flows
  Notes to Unaudited Financial Statements
 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
 Item 3.Quantitative and Qualitative Disclosures About Market Risk
 Item 4.Controls and Procedures
    
Part II.Other Information 
    
 Item 1.Legal Proceedings
 Item 1A.Risk Factors
 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
 Item 3.Defaults Upon Senior Securities
 Item 4.Mine Safety Disclosures
 Item 5.Other Information
 Item 6.Exhibits
    
Signatures  
    
Exhibits Filed With This Report 
 Rule 13a-14(a) Certification of President and Chief Executive OfficerE-1
 Rule 13a-14(a) Certification of Director of FinanceChief Financial OfficerE-2
 Section 1350 Certification of President and Chief Executive OfficerE-3
 Section 1350 Certification of Director of FinanceChief Financial OfficerE-4
 Interactive Data Files (filed electronically herewith) 




PART I - FINANCIAL INFORMATION

Item 1.    Unaudited Financial Statements.


Lincolnway Energy, LLC
Balance Sheets
June 30, 2018 September 30, 2017June 30, 2019 September 30, 2018
(Unaudited)  (Unaudited)  
ASSETS      
      
CURRENT ASSETS      
Cash and cash equivalents$446,659
 $690,513
$186,902
 $668,456
Derivative financial instruments (Note 7 and 8)360,517
 428,666
Trade and other accounts receivable (Note 6)3,070,744
 3,229,474
Derivative financial instruments (Note 8 and 9)1,100,189
 555,127
Trade and other accounts receivable (Note 7)2,823,468
 2,786,498
Inventories (Note 3)4,965,924
 5,684,729
5,515,181
 4,556,703
Prepaid expenses and other309,478
 375,787
299,831
 291,036
Total current assets9,153,322
 10,409,169
9,925,571
 8,857,820
      
PROPERTY AND EQUIPMENT      
Land and land improvements7,148,360
 7,148,360
7,156,465
 7,148,360
Buildings and improvements3,267,119
 3,220,876
7,548,308
 6,019,001
Plant and process equipment83,310,689
 80,951,321
85,927,383
 85,732,218
Office furniture and equipment478,800
 473,517
479,812
 478,173
Construction in progress15,167,772
 6,178,622
6,764,863
 11,610,970
109,372,740
 97,972,696
107,876,831
 110,988,722
Accumulated depreciation(60,949,307) (58,027,513)(64,719,722) (62,272,902)
Total property and equipment48,423,433
 39,945,183
43,157,109
 48,715,820
      
OTHER ASSETS828,695
 818,971
862,520
 829,832
      
Total assets$58,405,450
 $51,173,323
$53,945,200
 $58,403,472

See Notes to Unaudited Financial Statements.


 
Lincolnway Energy, LLC
Balance Sheets (continued)

June 30, 2018 September 30, 2017June 30, 2019 September 30, 2018
(Unaudited)  (Unaudited)  
LIABILITIES AND MEMBERS' EQUITY      
      
CURRENT LIABILITIES      
Accounts payable$1,940,481 $3,276,755$1,829,075 $2,378,921
Accounts payable, related party (Note 5)345,431
 642,726
Accounts payable, related party (Note 7)165,148
 657,133
Current maturities of long-term debt (Note 5 and 6)22,600,000
 
Accrued loss on firm purchase commitments547,246
 366,168
Accrued expenses1,420,814
 1,313,244
916,027
 972,167
Total current liabilities3,706,726
 5,232,725
26,057,496
 4,374,389
      
NONCURRENT LIABILITIES      
Long-term debt, less current maturities (Note 4)13,900,000
 3,000,000
Long-term debt, less current maturities (Note 5)
 15,200,000
Deferred revenue333,333
 444,444

 296,296
Other536,664
 498,516
550,116
 533,589
Total noncurrent liabilities14,769,997
 3,942,960
550,116
 16,029,885
      
COMMITMENTS AND CONTINGENCIES (Notes 6)

 

COMMITMENTS AND CONTINGENCIES (Note 8)

 

      
MEMBERS' EQUITY      
Member contributions, 42,049 units issued and outstanding38,990,105
 38,990,105
38,990,105
 38,990,105
Retained earnings938,622
 3,007,533
Retained (deficit)(11,652,517) (990,907)
Total members' equity39,928,727
 41,997,638
27,337,588
 37,999,198
      
Total liabilities and members' equity$58,405,450
 $51,173,323
$53,945,200
 $58,403,472



Lincolnway Energy, LLC
Statements of Operations

Three Months Ended Nine Months EndedThree Months Ended Nine Months Ended
June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018
(Unaudited) (Unaudited)(Unaudited) (Unaudited)
Revenues (Notes 2 and 6)$27,100,886
 $26,292,741
 $76,359,668
 $82,171,442
$26,488,313
 $27,100,886
 $71,193,326
 $76,359,668
              
Cost of goods sold (Note 6)26,233,030
 26,373,459
 75,505,673
 77,923,482
28,137,492
 26,233,030
 77,337,800
 75,505,673
              
Gross profit (loss)867,856
 (80,718) 853,995
 4,247,960
(1,649,179) 867,856
 (6,144,474) 853,995
              
General and administrative expenses735,719
 841,842
 2,465,237
 2,424,853
1,028,108
 735,719
 2,773,045
 2,465,237
Bad debt expense4,385,009
 
 4,385,009
 
              
Operating income (loss)132,137
 (922,560) (1,611,242) 1,823,107
Operating profit (loss)(7,062,296) 132,137
 (13,302,528) (1,611,242)
              
Other income (expense):              
Interest income19,516
 680
 41,447
 1,662
(30,990) 19,516
 7,701
 41,447
Interest expense(28,675) (38,943) (28,675) (68,317)(342,335) (28,675) (446,723) (28,675)
Other income199,526
 
 580,784
 
40,779
 199,526
 3,079,940
 580,784
190,367
 (38,263) 593,556
 (66,655)(332,546) 190,367
 2,640,918
 593,556
              
Net income (loss)$322,504
 $(960,823) $(1,017,686) $1,756,452
Net profit (loss)$(7,394,842) $322,504
 $(10,661,610) $(1,017,686)
              
Weighted average units outstanding42,049
 42,049
 42,049
 42,049
42,049
 42,049
 42,049
 42,049
              
Net income (loss) per unit - basic and diluted$7.67
 $(22.85) $(24.20) $41.77
Net profit (loss) per unit - basic and diluted$(175.87) $7.67
 $(253.55) $(24.20)
              
Distributions per unit - basic and diluted$
 $
 $25.00
 $
$
 $
 $
 $25.00


See Notes to Unaudited Financial Statements.




Lincolnway Energy, LLC
Statements of Members' Equity


 Member Contributions Retained (Deficit) Total
Balance, September 30, 2018$38,990,105
 $(990,907) $37,999,198
Net (loss)
 (1,836,126) (1,836,126)
Balance, December 31, 201838,990,105
 (2,827,033) 36,163,072
Net (loss)
 (1,430,642) (1,430,642)
Balance, March 31, 2019$38,990,105
 $(4,257,675) $34,732,430
Net (loss)
 (7,394,842) (7,394,842)
Balance, June 30, 2019$38,990,105
 $(11,652,517) $27,337,588




 Member Contributions Retained Equity Total
Balance, September 30, 2017$38,990,105
 $3,007,533
 $41,997,638
Net (loss)
 (947,021) (947,021)
Distributions ($25 per unit)
 (1,051,225) (1,051,225)
Balance, December 31, 201738,990,105
 1,009,287
 39,999,392
Net (loss)
 (393,169) (393,169)
Balance, March 31, 2018$38,990,105
 $616,118
 $39,606,223
Net income
 322,504
 322,504
Balance, June 30, 2018$38,990,105
 $938,622
 $39,928,727


See Notes to Unaudited Financial Statements.




Lincolnway Energy, LLCNine Months Ended Nine Months Ended
Statements of Cash FlowsJune 30, 2018 June 30, 2017
Lincolnway Energy, LLC
Statements of Cash Flows

   
Nine Months Ended
Nine Months Ended
June 30, 2019
June 30, 2018
(Unaudited)(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES      
Net income (loss)$(1,017,686) $1,756,452
Adjustments to reconcile net income (loss) to net cash provided by operating activities:   
Net (loss)$(10,661,610) $(1,017,686)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:   
Depreciation and amortization3,139,546
 2,891,241
4,105,400
 3,139,546
Loss on disposal of property and equipment36,123
 16,001
228,475
 36,123
Gain on equity dividend(7,518) (3,614)
 (7,518)
Accrued loss on firm purchase commitments181,078
 
Bad debt expense4,385,009
 
Changes in working capital components:      
Trade and other accounts receivable158,730
 181,829
(341,979) 158,730
Inventories718,805
 482,566
(958,478) 718,805
Prepaid expenses and other102,251
 4,513
(24,956) 102,251
Accounts payable(1,461,294) (1,462,769)(489,825) (1,461,294)
Accounts payable, related party(297,295) (21,159)(491,985) (297,295)
Accrued expenses and deferred revenue178,829
 110,763
(352,436) 178,829
Derivative financial instruments68,149
 245,945
(545,062) 68,149
Net cash provided by operating activities1,618,640
 4,201,768
Net cash provided by (used in) operating activities(4,966,369) 1,618,640
      
CASH FLOWS FROM INVESTING ACTIVITIES      
Purchase of property and equipment(11,711,269) (7,081,882)(2,930,185) (11,711,269)
Proceeds from sale of property and equipment15,000
 
Net cash (used in) investing activities(2,915,185) (11,711,269)
      
CASH FLOWS FROM FINANCING ACTIVITIES      
Proceeds from long-term borrowings53,800,000
 44,500,000
50,050,000
 53,800,000
Payments on long-term borrowings(42,900,000) (41,627,571)(42,650,000) (42,900,000)
Member distributions(1,051,225) 

 (1,051,225)
Net cash provided by financing activities9,848,775
 2,872,429
7,400,000
 9,848,775
      
Net (decrease) in cash and cash equivalents(243,854) (7,685)(481,554) (243,854)
      
CASH AND CASH EQUIVALENTS      
Beginning690,513
 613,139
668,456
 690,513
Ending$446,659
 $605,454
$186,902
 $446,659
      
SUPPLEMENTAL DISCLOSURE OF CASH FLOW      
INFORMATION, cash paid for interest, including capitalized interest for 2018 of $360,117 and 2017 of $24,467$312,488
 $55,657
INFORMATION, cash paid for interest, including capitalized interest for 2019 of $304,947 and 2018 of $360,117$839,649
 $312,488
      
SUPPLEMENTAL DISCLOSURES OF NONCASH      
INVESTING AND FINANCING ACTIVITIES      
Construction in progress included in accounts payable$308,020
 $145,706
$26,907
 $308,020
Construction in progress included in accrued expenses40,439
 2,228
$
 40,439
Construction in progress converted to note receivable$4,080,000
 $

See Notes to Unaudited Financial Statements.
Lincolnway Energy, LLC

Notes to Unaudited Financial Statements




Note 1.    Nature of Business and Significant Accounting Policies

Principal business activity:  Lincolnway Energy, LLC (the "Company"), located in Nevada, Iowa, was formed in May 2004 to build and operate a 50 million gallon annual production dry mill corn-based ethanol plant.  The Company began making sales on May 30, 2006 and became operational during the quarter ended June 30, 2006. The Company is directly influenced by commodity markets and the agricultural and energy industries and, accordingly, its results of operations and financial condition may be significantly affected by cyclical market trends and the regulatory, political and economic conditions in these industries.

Basis of presentation and other information: The balance sheet as of September 30, 20172018 was derived from the Company's audited balance sheet as of that date.  The accompanying financial statements as of June 30, 20182019 and for the three and nine months ended June 30, 20182019 and 20172018 are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods.  These unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto, for the year ended September 30, 20172018 contained in the Company's Annual Report on Form 10-K.  The results of operations for the interim periods presented are not necessarily indicative of the results for the entire year.

Use of estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and cash equivalents: The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Although the Company maintains its cash accounts in one bank, the Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Trade accounts receivable: Trade accounts receivable are recorded at original invoice amounts less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering customers financial condition, credit history and current economic conditions. Receivables are written off when deemed uncollectible. Recoveries of receivables written off are recorded when received. A receivable is considered past due if any portion of the receivable is outstanding more than 90 days. There was no allowance for doubtful accounts balance as of June 30, 20182019 and September 30, 2017.2018.

Note receivable: On March 28, 2019, the Company recorded a note receivable totaling $4,080,000 for a component of the construction in progress (the dryer) that failed to meet required specifications. The vendor issued a promissory note to the Company, which is personally guaranteed by principals of the vendor. The full amount of the note receivable plus interest is currently due and payable. During the three months ended June 30, 2019 management determined based on communication from the vendor and lack of payment that the note receivable, including interest of $60,809, should be fully reserved at June 30, 2019. Bad debt expense of $4,385,009 and none was recorded during the three and nine months ended June 30, 2019 and 2018, respectively.

Inventories:  Inventories are stated at the lower of net realizable value or actual cost using the first-in, first-out method.  In the valuation of inventories and purchase commitments, net realizable value is defined as estimated selling price in the ordinary course of business less reasonable predictable costs of completion, disposal and transportation. As of June 30, 2019 and September 30, 2018, the Company recognized a reserve and resulting loss of approximately $180,000 and $280,000 respectively, for a lower of net realizable value or cost inventory adjustment due to low market prices for ethanol.

Derivative financial instruments:  The Company periodically enters into derivative contracts to hedge the Company’s exposure to price risk related to forecasted corn needs, forward corn purchase contracts and ethanol sales.  The Company does not typically enter into derivative instruments other than for hedging purposes.  All the derivative contracts are recognized on the balance sheet at their fair market value.  Although the Company believes its derivative positions are economic hedges, none have been designated as a hedge for accounting purposes.  Accordingly, any realized or unrealized gain or loss related to corn and natural gas derivatives is recorded in the statement of operations as a component of cost of goods sold.  Any realized or unrealized gain or loss related to ethanol derivative instruments is recorded in the statement of operations as a component of revenue. The Company reports all

Lincolnway Energy, LLC

Notes to Unaudited Financial Statements


contracts with the same counter party on a net basis on the balance sheet. Unrealized gains and losses on forward contracts, in which delivery has not occurred, are deemed “normal purchases and normal sales”, and therefore are not marked to market in the Company’s financial statements, butstatements. Forward contracts with delivery dates with 30 days that can be reasonably estimated are subject

Lincolnway Energy, LLC
Notes to Unaudited Financial Statements


to a lower of cost or marketnet realizable value assessment. The Company recognized a reserve and resulting accrued loss on purchase commitments of approximately $547,000 and $366,000 as of June 30, 2019 and September 30, 2018, respectively.

Revenue recognition:  The Company adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), in the salefirst quarter of fiscal year 2019, using the modified retrospective method. Topic 606 requires the Company to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company generally recognizes revenue at a point and time. The implementation of the Company’snew standard did not result in any changes to the measurement or recognition of revenue for prior periods, however additional disclosures have been added in accordance with the ASU.

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.

sales of ethanol and
sales of distillers grains is recognized at the time title and all risks
sales of ownership transfer to the customers.  This generally occurs upon the loading of the product.  For ethanol, title passes at the time the product crosses the loading flange in either a railcar or truck.  For distillers grain, title passes upon the loading into trucks or railcars.    corn oil

Shipping and handling costs incurred by the Company forin the sale of distillers grainethanol, distiller grains and corn oil are not specifically identifiable and as a result, are recorded based on the net selling price. Railcar lease costs incurred by the Company in the sale of its products are included in coststhe cost of goods sold. Ethanol revenue is reported free on board (FOB) and all shipping and handling costs are incurred by the ethanol marketer. Commissions for the marketing and sale of ethanol and distiller grains are included in costs of goods sold.

Deferred revenue: Deferred revenue represents fees received under a service agreement in advance of services being performed. The related revenue iswas deferred and recognized as the services are performed over the 10 year agreement. On December 17, 2018, the Company entered into a settlement agreement in connection with the early termination of the contract. The settlement totaled approximately $3,000,000 and is included in other income and the remaining deferred revenue of approximately $420,000 was recognized during the nine months ended June 30, 2019.

Income taxes:  The Company is organized as a partnership for federal and state income tax purposes and generally does not incur income taxes.  Instead, the Company’s earnings and losses are included in the income tax returns of the members.  Therefore, no provision or liability for federal or state income taxes has been included in these financial statements.

Earnings per unit:  Basic and diluted net income (loss) per unit have been computed on the basis of the weighted average number of units outstanding during each period presented.

Recently Issued Accounting Pronouncements:  In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The new standard will be effective for the Company on October 1, 2018. The Company is evaluating the impact it will have on the financial statements, however it will expand certain disclosures of its revenue streams.

In February 2016, FASB issued ASU No. 2016-2 "Leases" ("ASU 2016-02"). ASU 2016-02 requires the recognition of lease assets and lease liabilities by lessees for all leases greater than one year in duration and classified as operating leases under previous GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018.2018, and for interim periods within that fiscal year. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases): (1) a lease liability, which is a lessee's obligation to make lease payments arising from the lease, measured on a discounted cash flow basis; and (2) a "right of use" asset, which is an asset that represents the lessee's right to use the specified asset for the lease term. The Company will not implement ASU 2016-02 until October 2019, when fiscal year 2020 starts. The Company is evaluating the impact of the new standard on the financial statements but expects that upon adoption of this accounting standard, right of use assets and lease obligations recognized on the balance sheet will be material. 



Lincolnway Energy, LLC

Notes to Unaudited Financial Statements



Note 2.    Revenues

Components of revenues are as follows:
Three Months Ended Nine Months EndedThree Months Ended Nine Months Ended
June 30, 2018 June 30, 2017
 June 30, 2018 June 30, 2017
June 30, 2019 June 30, 2018
 June 30, 2019 June 30, 2018
Ethanol, net of hedging gain (loss)$20,779,432

$21,085,207
 $57,905,465
 $66,205,355
$21,006,222

$20,779,432
 $54,649,341
 $57,905,465
Distillers Grains4,424,605

3,223,158
 12,859,885
 10,212,515
3,761,379

4,424,605
 11,253,448
 12,859,885
Other1,896,849

1,984,376
 5,594,318
 5,753,572
1,720,712

1,896,849
 5,290,537
 5,594,318
Total$27,100,886
 $26,292,741
 $76,359,668
 $82,171,442
$26,488,313
 $27,100,886
 $71,193,326
 $76,359,668


Note 3.    Inventories

Inventories consist of the following:
June 30,
2018
 September 30,
2017
June 30,
2019
 September 30,
2018
      
Raw materials, including corn, chemicals and supplies$3,592,702
 $4,166,618
$3,726,953
 $3,297,104
Work in process853,627
 773,978
978,972
 794,844
Ethanol and distillers grains519,595
 744,133
809,256
 464,755
Total$4,965,924
 $5,684,729
$5,515,181
 $4,556,703


Note 4. Revolving Credit Loan

The Company entered into a Revolving Credit Promissory Note dated June 23, 2019 which provides for loans of not to exceed $4,000,000 at any time outstanding through January 1, 2020, subject to annual renewal.  Interest will accrue at a variable interest rate (adjusting on a weekly basis) based upon the one-month LIBOR index rate plus 3.75% (2.40% as of June 30, 2019).

The Company will also pay a commitment fee on the average daily unused portion of the loan at the rate of .25% per annum, payable monthly. The loan is secured by substantially all assets of the Company and subject to certain financial and nonfinancial covenants as defined in the master loan agreement. There was no outstanding balance on the revolving credit loan as of June 30, 2019 and September 30, 2018.

Note 4.5.     Long-Term Debt

The Company has a revolving term loan, with a bank, available for up to $21,000,000.$25,000,000. Borrowings will be reduced by $3,600,000$5,000,000 every year starting July 1, 2019October 20, 2020 until JulyOctober 1, 2024 when the loan expires. The Company will pay interest on the unpaid balance at a variable interest rate (adjusted on a weekly basis) based upon the one-month LIBOR index rate (2.40% as of June 30, 2019) plus 3.15%3.75%. The Company also pays a commitment fee on the average daily unused portion of the loan at the rate of .50% annum, payable monthly. The loan is secured by substantially all assets of the Company and subject to certain financial and nonfinancial covenants as defined in the master agreement. There were outstanding borrowings of $13,900,000$22,600,000 and $3,000,000,$15,200,000, respectively, on the revolving term loan at June 30, 20182019 and September 30, 2017.














2018. Aggregate maturities of long term debt as of June 30, 2019 are as follows:


Lincolnway Energy, LLC

Notes to Unaudited Financial Statements


Fiscal YearAmount Due
2019$22,600,000
2020$0
2021$0
2022$0
2023$0
Thereafter$0
Total$22,600,000

In connection with the revolving term loan, the Company entered into an Amended and Restated Letter of Credit Promissory Note. The maximum amount of the letter of credit commitment is $1,588,275. As of June 30, 2019, the outstanding amount payable by the Company under the Restated Letter of Credit Note was $1,588,275.

Note 6. Liquidity and Going Concern Analysis
The Company has experienced an extended period of depressed margins which has resulted in a significant decrease in working capital and cash over the past several months.  In September 2018, the Company was able to obtain covenant waivers from its lender related to covenant compliance and to modify future covenant requirements to allow it to remain in compliance until the margin environment improved.  The margin environment did not improve in the ensuing months.  As a result, the Company entered into an additional line of credit and amended its covenants in June, 2019.  These factors have raised substantial doubt as to the Company’s ability to continue as a going concern for the next 12 months.  Management believed these factors to be significant due to a lack of liquidity and uncertainty regarding the Company’s ability to meet its financial obligations without additional financing or equity infusion.  Based on this evaluation, the Company has determined compliance over the next 12 month period is not reasonably possible and, as a result, has recognized all debt as current on its financial statements.  The Company believes it will be able to work with the bank on future covenant waivers if needed, or get additional equity/financing, however these results cannot be assured. 



Note 5.7.    Related-Party Transactions

The Company had the following related-party activity with members during the three and nine months ended June 30, 20182019 and 2017:2018:

Corn Commitment:
June 30, 2018
June 30, 2019June 30, 2019
        
Corn Forward Purchase CommitmentBasis Corn Commitment (Bushels)Commitment ThroughAmount DueCorn Forward Purchase CommitmentBasis Corn Commitment (Bushels)Commitment ThroughAmount Due
Related Parties$1,911,437
1,380,000
June 2019$345,431
$3,406,557
320,000
April 2020$165,148


Corn Purchased:
Three Months Ended June 30, 2018Three Months Ended June 30, 2017Nine Months Ended June 30, 2018Nine Months Ended June 30, 2017Three Months Ended June 30, 2019Three Months Ended June 30, 2018Nine Months Ended June 30, 2019Nine Months Ended June 30, 2018
Related Parties$11,219,193
$12,174,539
$31,140,482
$31,826,145
$8,781,404
$11,219,193
$30,992,085
$31,140,482


Lincolnway Energy, LLC
Notes to Unaudited Financial Statements




Note 6.8.    Commitments and Major Customers

The Company has an agreement with an unrelated entity for marketing, selling and distributing all of the ethanol produced by the Company. Revenues from this entity were $21,006,221 and $54,627,815, respectively, for the three and nine months ended June 30, 2019. Revenues with this entity were $20,776,282 and $57,915,314, respectively for the three and nine months ended June 30, 2018. Revenues with this entity were $21,096,610 and $66,369,245, respectively for the three and nine months ended June 30, 2017. Trade accounts receivable of $1,791,122$2,266,817 were due from this entity as of June 30, 20182019. As of June 30, 2018,2019, the Company had ethanol unpriced sales commitments with this entity of approximately 14.916.5 million gallons through December 2018.2019.

The Company has an agreement with an unrelated entity for marketing, selling and distributing all of the distillers grains produced by the Company. Revenues from this entity including both distillers grains and corn oil were $3,761,379 and $11,253,448, respectively, for the three and nine months ended June 30, 2019. Revenues with this entity were $4,479,177 and $12,971,145, respectively, for the three and nine months ended June 30, 2018. Revenues with this entity were $3,769,434 and $10,918,329, respectively, for the three and nine months ended June 30, 2017. The Company sells corn oil to this entity as a third party broker independent of its agreement with the entity relating to distillers grain sales. Trade accounts receivable of $627,695$212,976 were due from this entity as of June 30, 2018.2019. The Company had distillers grain sales commitments with this entity of approximately 3,6754,600 tons, for a total sales commitment of approximately $463,000.$583,250.

As of June 30, 2018,2019, the Company had purchase commitments for corn forward contracts with various unrelated parties, totaling approximately $5.8$6.5 million. These contracts mature at various dates through July 2019.June 2020. The Company also had basis contract commitments with unrelated parties to purchase 121,700142,500 bushels of corn. These contracts mature at various dates through December 2018.July 2019.

The Company has an agreement with an unrelated party for the transportation of natural gas to the Company's ethanol plant. Under the agreement, the Company is committed to future monthly usage fees totaling approximately $3.6 million over the 10 year term which commenced in November 2014. The Company assigned an irrevocable standby letter of credit to the counter-party to stand as security for the Company's obligation under the agreement maturing May 2021. The letter of credit will be reduced over time as the Company makes payments under the agreement. At June 30, 2018,2019, the remaining commitment was approximately $1.9$1.5 million.
Lincolnway Energy, LLC

Notes to Unaudited Financial Statements



As of June 30, 2018,2019, the Company had purchase commitments for natural gas basis contracts with an unrelated party totaling 209,110312,800 MMBtu's maturing at various dates through October 2018.

The Company signed contracts with unrelated parties for the installation of a grain drying and cooling system. The total commitments are for $11.9 million plus a potential performance bonus of $450,000. The Company made progress payments of $10.1 million under this contract through June 30, 2018. The remaining payments will be made as invoiced throughout the life of the project. The project is estimated to be completed in the fourth quarter of fiscal year 2018.

The Company has an agreement with an unrelated party for fermentation expansions. The total commitment is for $2.7 million. Through June 30, 2018, the Company made progress payments of $2.4 million. The remaining payments will be made as invoiced throughout the life of the project. The project is estimated to be completed in the fourth quarter of fiscal year 2018.December 2019.



Note 7.9.    Risk Management

The Company's activities expose it to a variety of market risks, including the effects of changes in commodity prices.  These financial exposures are monitored and managed by the Company as an integral part of its overall risk management program.  The Company's risk management program focuses on the unpredictability of commodity markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results.

The Company maintains a risk management strategy that uses derivative instruments to minimize significant, unanticipated earnings fluctuations caused by market fluctuations.  The Company's specific goal is to protect the Company from large moves in the commodity costs.

To reduce price risk caused by market fluctuations, the Company generally follows a policy of using exchange-traded futures and options contracts to minimize its net position of merchandisable agricultural commodity inventories and forward purchase and sale contracts.  Exchange traded futures and options contracts are designated as non-hedge derivatives and are valued at market price with changes in market price recorded in operating income through cost of goods sold for corn derivatives and through revenue for ethanol derivatives. The Company treats all contracts with the same counterparty on a net basis on the balance sheet.

Derivatives not designated as hedging instruments are as follows:

 June 30, 2018 September 30, 2017
Derivative assets - corn contracts$1,093,838
 $506,187
Derivative assets - natural gas contracts1,740
 
Derivative liabilities - corn contracts(183,650) (275)
Derivative liabilities - ethanol contracts
 (12,310)
Derivative liabilities - natural gas contracts(7,320) (1,980)
Cash (due to) broker(544,091) (62,956)
Total$360,517
 $428,666











Lincolnway Energy, LLC

Notes to Unaudited Financial Statements


 June 30, 2019 September 30, 2018
Derivative assets - corn contracts$285,763
 $819,613
Derivative assets - ethanol contracts
 2,640
Derivative liabilities - corn contracts(438,700) (813)
Cash held by (due to) broker1,253,126
 (266,313)
Total$1,100,189
 $555,127



The effects on operating income from derivative activities are as follows:

Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended 
June 30, 2018 June 30, 2017 June 30, 2018
 June 30, 2017
 June 30, 2019 June 30, 2018 June 30, 2019
 June 30, 2018
 
Gains (losses) in revenues due to derivatives related to ethanol sales:                
Realized gain (loss)$11,781
 $(74,949) $(9,849) $(288,621) 
Unrealized gain (loss)(8,631) 63,546
 
 124,731
 
Realized (loss)$
 $11,781
 $21,525
 $(9,849) 
Unrealized (loss)
 (8,631) 
 
 
Total effect on revenues3,150
 (11,403) (9,849) (163,890) 
 3,150
 21,525
 (9,849) 
                
Gains (losses) in cost of goods sold due to derivatives related to corn costs:                
Realized gain317,981
 120,488
 738,706
 1,304,969
 
Realized gain (loss)(444,267) 317,981
 327,033
 738,706
 
Unrealized gain (loss)1,050,763
 (27,550) 404,275
 (1,039,713) (561,425) 1,050,763
 (971,738) 404,275
 
Total effect on corn cost1,368,744
 92,938
 1,142,981
 265,256
 (1,005,692) 1,368,744
 (644,705) 1,142,981
 
Gains (losses) in cost of goods sold due to derivatives related to natural gas costs:        
Gains (loss) in cost of goods sold due to derivatives related to natural gas costs:        
Realized gain17,820
 2,500
 48,759
 5,490
 
 17,820
 13,660
 48,759
 
Unrealized gain (loss)(5,580) 960
 8,710
 960
 
 (5,580) 3,460
 8,710
 
Total effect on natural gas cost12,240
 3,460
 57,469
 6,450
 
 12,240
 17,120
 57,469
 
Total effect on cost of goods sold1,380,984
 96,398
 1,200,450
 271,706
 (1,005,692) 1,380,984
 (627,585) 1,200,450
 
Total gain due to derivative activities$1,384,134
 $84,995
 $1,190,601
 $107,816
 
Total gain (loss) due to derivative activities$(1,005,692) $1,384,134
 $(606,060) $1,190,601
 


Unrealized gains and losses on forward contracts, in which delivery has not occurred, are deemed “normal purchases and normal sales”, and therefore are not marked to market in the Company's financial statements but are subject to a lower of cost or market assessment.



Note 8.10    Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  In determining fair value, the Company uses various methods including market, income and cost approaches.  Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique.  These inputs can be readily observable, market-corroborated, or generally unobservable inputs.  The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.  Based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according

Lincolnway Energy, LLC
Notes to Unaudited Financial Statements


to the fair value hierarchy.  The fair value hierarchy ranks the quality and reliability of the information used to determine fair values.  Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:


Lincolnway Energy, LLC

Notes to Unaudited Financial Statements


Level 1 -Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2 -Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.
Level 3 -Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

A description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.  These valuation methodologies were applied to all of the Company's financial assets and financial liabilities carried at fair value.
 
Derivative financial instruments:  Commodity futures and exchange-traded commodity options contracts are reported at fair value utilizing Level 1 inputs.  For these contracts, the Company obtains fair value measurements from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes and live trading levels from the CME and NYMEX markets.  The fair value measurements consider observable data that may include dealer quotes and live trading levels from the over-the-counter markets. 

The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of June 30, 20182019 and September 30, 20172018, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

 June 30, 2018 June 30, 2019
 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets, derivative financial instruments $1,095,578
 $1,095,578
 $
 $
 $285,763
 $285,763
 $
 $
                
Liabilities, derivative financial instruments $190,970
 $190,970
 $
 $
 $438,700
 $438,700
 $
 $
                
 September 30, 2017 September 30, 2018
 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets, derivative financial instruments $506,187
 $506,187
 $
 $
 $822,253
 $822,253
 $
 $
                
Liabilities, derivative financial instruments $14,565
 $14,565
 $
 $
 $813
 $813
 $
 $




Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.


General

The following discussion and analysis provides information which management of Lincolnway Energy, LLC (the “Company”, “we,” “us,” and “our”) believes is relevant to an assessment and understanding of our financial condition and results of operations. This discussion should be read in conjunction with the financial statements included herewith and notes to the financial statements and our Annual Report on Form 10-K for the year ended September 30, 20172018 ("Fiscal 2017"2018") including the financial statements, accompanying notes and the risk factors contained herein.

Cautionary Statement on Forward-Looking Statements

Various discussions and statements in this quarterly report are or contain forward-looking statements that express our current beliefs, forecasts, projections and predictions about future events.  All statements other than statements of historical fact are


forward-looking statements, and include statements with respect to financial results and condition; anticipated trends in business, revenues, net income, net profits or net losses; projections concerning ethanol prices, distillers grain prices, corn prices, gas prices, operations, capital needs and cash flow; investment, business, growth, joint venture, expansion, acquisition and divestiture opportunities and strategies; management's plans or intentions for the future; competitive position or circumstances; and other forecasts, projections, predictions and statements of expectation.  Words such as "expects," "anticipates," "estimates," "plans," "may," "will," "contemplates," "forecasts," "strategy," "future," "potential," "predicts," "projects," "prospects," "possible," "continue," "hopes," "intends," "believes," "seeks," "should," "could," "thinks," "objectives" and other similar expressions or variations of those words or those types of words help identify forward-looking statements.

Actual future performance, outcomes and results may differ materially from those suggested by or expressed in forward-looking statements as a result of numerous and varied factors, risks and uncertainties, some that are known and some that are not, and many of which are beyond the control of the Company and its management.  We cannot guarantee our future results, performance or business conditions, and strong or undue reliance must not be placed on any forward-looking statements, which speak only as of the date of this report. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by the Company include:

Changes in the availability and price of corn and natural gas;
Negative impacts resulting from reductionsthe reduction in or other modifications to, the renewable fuel volume requirements under the Renewable Fuel Standard issued by the Environmental Protection Agency;
Changes in federal mandates relating to the blending of ethanol with gasoline, including, without limitation reductions to, or the elimination of, the Renewable Fuel Standard volume obligations;
The potential for additional ethanol demand through higher level blends of ethanol, including E15 and E85;
The inability to comply with the covenants and other requirements of ourLincolnway Energy's various loan agreements;
Negative impacts that hedging activities may have on ourLincolnway Energy's operations or financial condition;
Decreases in the market prices of ethanol and distillers grains and corn oil;grains;
Ethanol supply exceeding demand and corresponding ethanol price reductions;demand;
Changes in the environmental regulations that apply to ourthe Lincolnway Energy plant operations;
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;
Changes in other federal or state laws and regulations relating to the production and use of ethanol;
Changes and advances in ethanol production technology;
Competition from larger producers as well as competition from alternative fuel additives;
Changes in interest rates and lending conditions of the loan covenants in the Company loan agreements;
Negative impacts resulting from recent tax reform legislation;
Volatile commodity and financial markets;
Disruptions, failures or security breaches relating to our information technology infrastructure

Negative impacts of higher ethanol tariffs and other disruptions to international agricultural trade related to current trade actions announced by the Trump administration and responsive actions announced by trading partners; and
DecreasedDecreases in export demand due to the imposition of duties and tariffs by foreign governments on ethanol and distillers grains produced in the United States.States;
Disruptions, failures; security breaches or other cybersecurity threats relating to or impacting our information technology infrastructure; and

Trade actions by the Federal Government, particularly those affecting the agriculture sector and related industries.

These forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof and include the assumptions that underlie such statements. Our actual results or actions could and likely will differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in this report.   Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors, including those discussed in this report and in the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 20172018 and in our other prior Securities and Exchange Commission filings. These and many other factors could affect our future financial condition and operating results and could cause actual results to differ materially from expectations based on forward-looking statements made in this document or elsewhere by the Company or on its behalf.  We undertake no obligation to revise or update any forward-looking statements.  The forward-looking statements contained in this report are included in the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

General Overview

Lincolnway Energy is an Iowa limited liability company that operates a dry mill, natural gas fired ethanol plant located in Nevada, Iowa.  We have been processing corn into fuel grade ethanol and distillers grains at the ethanol plant since May 22, 2006.  Our ethanol plant has a nameplate production capacity of 50,000,000 gallons of ethanol per year.

All of the ethanol we produce is marketed by Eco-Energy, LLC (“Eco-Energy”) and all of our distillers grains are marketed by Gavilon Ingredients, LLC (“Gavilon”). Our revenues are derived primarily from the sale of our ethanol and distillers grains.

We also extract corn oil from the syrup generated in the production of ethanol. We market and distribute all of our corn oil directly to end users and third party brokers within the domestic market.

Air Products and Chemicals, Inc., formerly known as EPCO Carbon Dioxide Products, Inc. (“Air Products”), has a plant located on the Company’s site that collectspurchases the Company's carbon dioxide gas that is produced as part of the fermentation process and converts that raw carbon dioxide gas into liquid carbon dioxide. Air Products also markets and sells the liquid carbon dioxide.

We expect to fund our operations during the next 12twelve months using cash flowflows from continuing operations and the revolving term loan that is availableavailable. If the current ethanol economics continue, the Company may seek capital in form of equity or debt to us.meet our operating requirements.


Tax Cuts and Jobs ActExecutive Overview of Ethanol Industry

On December 22, 2017,The ethanol industry is experiencing the H.R. 1, originally known aslowest margin environment seen in the Tax Cuts and Jobs Act (the “2017 Tax Reform Act”), was signed into law. The 2017 Tax Reform Act includes significant changespast decade primarily due to the taxationfact that the substantial oversupply of business entities, includingethanol which is exceeding demand and markets are reacting accordingly by disincentivizing production. Although our current plant operational efficiencies are strong, in order to drive positive results in a permanent reductionnegative margin environment, we need to continue to enhance our operational efficiencies. As a result, our management team and Board of Directors continue to explore opportunities to improve our plant's operational efficiencies. We are evaluating various opportunities to add value to our production process by diversifying into high protein feed along with measures to reduce the energy we use as part of the production process and to reduce the carbon index of the ethanol we produce.

As stated in Note 1, the Company wrote off the Dyer note receivable for approximately $4.4 million. We remain committed to the development of a new high quality species specific animal feed which we have branded as PureStream™ protein as we seek alternatives for drying this high quality feed product.  We currently intend to market this new product to the growing swine and poultry markets in Iowa.  When compared to traditional distillers grains, our new PureStream™ protein animal feed products are expected to be higher in crude protein and richer in the federal corporate income tax rate from 35% to 21%, effectiveessential amino acids that drive growth in 2018swine and changes inpoultry. We entered into agreements with third parties for the deductibilityinstallation of interest on debt obligations. The Companya grains drying and cooling system as part of the development of the PureStream™ protein production process; however, as is common when installing new production equipment, we have faced multiple challenges with the installation and implementation of such systems.  We are currently evaluating our options with respect to these agreements and potential alternatives in order to complete the impactdevelopment of the 2017 Tax Reform Act, as well as potential future regulations implementingnecessary enhancements required to produce the new tax law and interpretationsPureStream™ protein animal feed.

Part of the new tax law with its professional advisers. The full impactevaluation process for any of these opportunities and efficiency improvements includes a review of the Tax Actrelative costs and benefits of any proposed process enhancements, including any necessary capital investments in technology or equipment and the potential return on such investment. These process enhancements require significant financial investments but the Company in future periods cannot be predicted at this time.goal is to

implement processes and technologies that will provide a positive return that will improve the revenue and income prospects of the Company.

Renewable Fuel Standard


The ethanol industry is dependent on the Federal Renewable Fuels Standard (the “RFS”), a federal ethanol support and economic incentive which mandates ethanol use, and the RFS continues to be a driving factor in the growth of ethanol usage. 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 U.S. Environmental Protection Agency (the “EPA”) is responsible for revising and implementing regulations to ensure that transportation fuel sold in the United States contains a minimum volume of renewable fuel.

The RFS usage requirements increase incrementally each year through 2022 when the mandate requires that the United States use 36 billion gallons of renewable fuels.  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.

Annually, the EPA is supposedrequired 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 obligation. On July 5, 2017, the EPA released a proposed rule to set the 2018 renewable volume requirements which proposed setting the annual volume requirements for renewable fuel at 19.24 billion gallons of renewable fuels per year (the “Proposed 2018 Rule”). On November 30, 2017,2018, the EPA issued the final rule for 20182019 which varied only slightly from the Proposed 2018 Rule withset the annual volume requirement for renewable fuel set at 19.2919.92 billion gallons of renewable fuels per year (the "Final 20182019 Rule"). On July 5, 2019, the EPA issued the proposed rule that sets the 2020 annual volume requirements for renewable fuel at 20.04 billion gallons per year and maintained the number of gallons that may be met by conventional renewable fuels such as corn based ethanol at 15.0 billion gallons (the "Proposed 2020 Rule"). Although the volume requirements set forth in the Final 20182019 Rule are slightly higher than the 19.28 billion gallons required under2018 requirements and the final 2017 renewable fuelproposed 2019 Rule is slightly higher than the Final 2019 Rule, the volume requirements under both the 2018 volume requirementsFinal 2019 Rule and the proposed 2020 Rule are still significantly below the 26 billion gallons and 28 billion gallons statutory mandatemandates for 20182019 and 2020, respectively, with significant reductions in the volume requirements for advanced biofuels.biofuels as well. However, the Final 20182019 Rule does maintainmaintains the number of gallons which may be met by conventional renewable fuels such as corn-based ethanol at 15.0 billion gallons.

On June 26, 2018, the EPA issued a proposed rule that would set the 2019 annual volume requirements for renewable fuel at 19.88 billion gallons of renewable fuels per year and maintaining the number of gallons which may be met by conventional renewable fuels such as corn based ethanol at 15 billion gallons (the "Proposed 2019 Rule"). It is expected that the EPA will finalize the rule by November 30, 2018.

Under the RFS, if mandatory renewable fuel volumes are reduced by at least 20% for two consecutive years, the EPA is required to modify, or reset, statutory volumes through 2022. SinceThe Final 2018 isRule represented the first year the total proposed volume requirements arewere more than 20% below statutory levels,levels. In response, the EPA Administrator directed his staff to initiate the required technical analysis to perform any future reset consistent with the reset rules. The ProposedFinal 2019 Rule is approximately 29% below the statutory levels; therefore, iflevels representing the Proposed 2019 Rule is finalized as proposed,second consecutive year of reductions of more than 20% below the statutory mandates triggering the mandatory reset will be triggered under the RFS andRFS. Therefore, the EPA will beis now statutorily required to modify the statutory volumes through 2022 within one year of the trigger event, based on the same factors used to set the volume requirements post-2022. These factors include environmental impact, domestic energy security, expected production, infrastructure impact, consumer costs, job creation, price of agricultural commodities, food prices, and rural economic development.

In October 2018, the Trump administration released timelines for certain EPA rulemaking initiatives relating to the RFS including the “reset” of the statutory blending targets. The EPA is expected to propose rules modifying the applicable volume targets for cellulosic biofuel, advanced biofuel, and total renewable fuel for the years 2020-2022. The proposed rules are also expected to include proposed diesel renewable volume obligations for 2021 and 2022. The timetable for the consideration of the proposed rule is expected to overlap with the annual standard-setting rulemaking, therefore, it is expected that the proposed rule will also include the applicable renewable volume obligations for 2020.

Federal mandates supporting the use of renewable fuels like the RFS are a significant driver of ethanol demand in the U.S. Ethanol policies are influenced by environmental concerns, diversifying our fuel supply, and an interest in reducing the country’s dependence on foreign oil. Consumer acceptance of flex-fuel vehicles and higher ethanol blends of ethanol in non-flex-fuel vehicles may be necessary before ethanol can achieve significant growth in U.S. market share. Another important factor is a waiver in the Clean Air Act, known as the One-Pound Waiver, which allows E10 to be sold year-round, even though it exceeds the Reid Vapor Pressure limitation of nine pounds per square inch.

On October 19, 2017, EPA Administrator Pruitt issued a letter (the "Pruitt Letter") to several U.S. Senators representing states in the Midwest reiterating his commitment to the text and spirit of the RFS, among other topics, he stated the EPA is actively exploring its authority to remove arbitrary barriers to the year-rounds use of E15 and other mid-level ethanol blends so that E15 may be sold throughout the year without disruption and that the EPA will not pursue regulations to allow ethanol exports to generate renewable identification numbers (“RINs”). In addition, on April 12, 2018, as part of a series of meetings focused on RIN prices and E15 year-round sales involving President Trump, Senators, key federal agency and industry leaders, President Trump indicated that EPA would be moving forward to authorize year-round sales of E15 by rulemaking designed to addressremove arbitrary barriers to the waiveryear-round use of E15 that currently inhibits inhibit

sales of E15 in certain markets during summer driving months. The lettermonths and these statements represent actionsextend the One-Pound Waiver to E15 so that would likely have a positive impact onE15 may be sold throughout the ethanol industry either directly or indirectly.year without disruption.

The letter also stated thatDespite the EPA would soon finalizerecent actions by the Trump administration relating to E15, there continues to be uncertainty regarding the future of the RFS as a decision to denyresult of the request to changesignificant number of small refiner waivers granted.  Under the point of obligation for renewable identification numbers, or RINs, from refiners and importers to blenders. TheRFS, the EPA assigns individual refiners, blenders, and importers the volume of renewable fuels they are obligated to use based on their percentage of total domestic transportation fuel sales. Obligated parties use RINs to show compliance with RFS-mandated volumes. RINs are attached to renewable fuels by ethanol producers and detached when the renewable fuel is blended with transportation fuel or traded in the open market. The market price of detached RINs affects the price of ethanol in certain markets and influences the purchasing decisions by obligated parties. Consistent

The EPA can, in consultation with the positionDepartment of Energy, waive the obligation for individual smaller refineries that are suffering “disproportionate economic hardship” due to compliance with the RFS. To qualify, for this “small refinery waiver,” the refineries must be under total throughput of 75,000 barrels per day and state their case for an exemption in his letter, on November 22, 2017,an application to the EPA issued a Noticeeach year. As of DenialMarch 2019, the EPA reported waiving the obligation for 19 of Petitions20 applicants for rulemaking to changecompliance year 2016, totaling 790 million gallons, and 35 of 37 for compliance year 2017 totaling 1.82 billion gallons. This effectively reduces the annual renewable volume obligation for each year by that amount as the waivers exempt the obligating parties from meeting the RFS pointblending targets and the waived gallons are not reallocated to other obligated parties at this time. The resulting surplus of obligation which resultedRINs in the EPA confirmingmarket has brought values down significantly, from the pointmid $0.80 range early in the year to under $0.20. Since the RIN value helps to make higher blends of obligation will not change.ethanol more cost effective, lower RIN values could negatively impact retailer and consumer adoption of E15 and higher blends. As of June 30, 2019, there are approximately 40 waiver applications pending for compliance year 2018.

Despite the Pruitt Letter and the recent statements by President Trump relating to E15, there continues to be uncertainty regarding the future of the RFS as a result of the recently revealed EPA grants of a number of small refiner exemptions from the volume purchase requirements of the RFS, as well as an exemption granted to a refiner as part of bankruptcy proceedings. Additionally,

the EPA has announced that it is reviewing RFS waivers denied to small refiners by the Obama administration and has retroactively awarded biofuels credits to at least two refiners to alleviate their 2018 obligations. The joint impact of large increases in small refiner waivers granted by the EPA and the expectedsubstantial reduction in Chinese importsU.S. ethanol exports to China has had a very negative impact on ethanol D6 RINsRIN prices. RINsRIN prices have fallen by over 60%, largely removing a powerful blending incentive from the ethanol marketplace. The reduction in RIN prices can also have an adverse impact on ethanol prices. If the EPA continues to grant discretionary waivers and RIN prices continue to fall, it could negatively affect ethanol prices.

Legal challenges are underway to the EPA's recent reductionsBiofuels groups have filed a lawsuit in the U.S. Federal District Court for the D.C. Circuit, challenging the Final 2019 Rule over the EPA’s failure to address small refinery exemptions in the rulemaking. This is the first RFS rulemaking since the expanded use of the exemptions came to light, however the EPA has refused to cap the number of waivers it grants or how it accounts for the retroactive waivers in its percentage standard calculations. The EPA has a statutory mandate to ensure the volume requirements includingare met, which are achieved by setting the Final 2018 Rulepercentage standards for obligated parties. The current approach accomplishes the opposite. Even if all the obligated parties comply with their respective percentage obligations for 2019, the nation’s overall supply of renewable fuel will not meet the total volume requirements set by the EPA. This undermines Congressional intent of demand pressure creation and an increased consumption of renewable fuels. Biofuels groups argue the Proposed 2019 Rule as well asEPA must therefore adjust its percentage standard calculations to make up for past retroactive waivers and adjust the denial of petitionsstandards to changeaccount for any waivers it reasonably expects to grant in the RFS point of obligation and the recent small refiner waivers. future.

If the EPA's decisionEPA’s decisions to reduce the volume requirements under the RFS isstatutory mandates are allowed to stand, if the volume requirements are further reduced if the RFS point of obligation were changed or if the EPA continues to grant waivers to small refiners, the market price and demand for ethanol would be adversely effective which would negatively impact our financial performance.

On May 18, 2018, the Advanced Biofuel Association initiated a legal challenge to the EPA’s process for granting exemptions from compliance under the RFS to small refineries. In its petition, the Advanced Biofuel Association seeks judicial review of the EPA’s decision to modify criteria to lower the threshold by which the agency determines whether to grant small refineries an exemption for the RFS for reasons of disproportionate economic hardship.

Additionally, on May 29, 2018, the National Corn Growers Association, National Farmers Union and the Renewable Fuels Association filed a petition challenging the EPA’s grant of waivers to three specific refineries seeking that the court reject the waivers granted to the three as an abuse of EPA authority.  These waived gallons are not redistributed to obligated parties, and in effect, reduce the aggregate RVOsrenewable volume obligations (“RVOs”) under the RFS. If the specific waivers granted by the EPA and/or its lower criteria for granting small refinery waivers under the RFS are allowed to stand, or if the volume requirements are further reduced, it could have an adverse effect on the market price and demand for ethanol which would negatively impact our financial performance.

Related to the recent lawsuits, the Renewable Fuels Association, American Coalition for Ethanol, Growth Energy, National Biodiesel Board, National Corn Growers Association, Biotechnology Industry Organization, and National Farmers Union petitioned the EPA on June 4, 2018 to change its regulations to account for lost volumes of renewable fuel resulting from the retroactive small refinery exemptions. This petition to the EPA seeks a broader, forward-looking remedy to account for the collective

lost volumes caused by the recent increase in retroactive small refinery RVO exemptions. It is unclear what regulatory changes, if any, will emerge from the petition to the EPA.

On February 4, 2019, Growth Energy filed a lawsuit in the Court of Appeals for the District of Columbia against the EPA challenging the EPA’s failure to address small refinery exemptions in the Final 2019 Rule.

Although the maintenance of the 15 billion gallon threshold for volume requirements that may be met with corn-based ethanol in the Final 2018 Rule and the ProposedFinal 2019 Rule together with the Pruitt Letter and the resultingrecent actions taken by the EPA consistent with Pruitt LetterTrump administration relating to permitting the year round sale of E15 signals support from the EPA and the Trump administration for domestic ethanol production, there is still significant uncertainty about the level of support for the RFS within the Trump administration. The Trump administration could still elect to materially modify, repeal or otherwise invalidate the RFS and it is unclear what regulatory framework and renewable volume requirements, if any, will emerge as a result of any such reforms; however, any such reform could adversely affect the demand and price for ethanol and the Company'sCompany’s profitability.

Executive Summary

Highlights for the three months ended June 30, 2018,2019, are as follows:

Total revenues increased 3.1%decreased 2.3%, or $.8 million,$612 thousand, compared to the 20172018 comparable period.

Total cost of goods sold decreased .5%increased 7.3%, or $.1$1.9 million, compared to the 20172018 comparable period.

Net income(loss) was approximately $.3($7.4) million, which was an increase of $1.3$7.0 million when compared to the net (loss)profit of $1.0$.3 million for the 20172018 comparable period.


The Company entered into agreements with third parties for the installation of a grains drying and cooling system. The total commitments are for $11.9 million plus a potential performance bonus of $450,000. The Company made progress payments of $10.1 million under this contract as of June 30, 2018. The remaining payments will be made as invoiced throughout the life  A significant component of the project. The project is estimated to be completednet loss for this period was a one-time bad debt expense of approximately $4.4 million as further described in the fourth quarter of fiscal year 2018. This new drying and cooling system will aid in our development of a new high quality species specific animal feed which we have branded as PureStream™ protein.  We currently intend to market this new product to the growing swine and poultry markets in Iowa.  When compared to traditional distillers grains, our new PureStream™ protein animal feed products are expected to be higher in crude protein and richer in the essential amino acids that drive growth in swine and poultry.Note 1.



Results of Operations

The following table shows the results of operations and the percentages of revenues, cost of goods sold, operating expenses and other items to total revenues in our statement of operations for the three and nine months ended June 30, 20182019 and 20172018 (dollars in thousands):

 Three Months Ended June 30, Nine Months Ended June 30, Three Months Ended June 30, Nine Months Ended June 30,
 (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Income Statement Data 2018
2017 2018 2017 2019
2018 2019 2018
                                
Revenue $27,101 100.0% $26,293 100.0 % $76,360 100.0 % $82,171 100.0 % $26,488 100.0 % $27,101 100.0% $71,193 100.0 % $76,360 100.0 %
Cost of goods sold 26,233
 96.8% 26,374
 100.3 % 75,506
 98.9 % 77,923
 94.8 % 28,137
 106.2 % 26,233
 96.8% 77,337
 108.6 % 75,506
 98.9 %
Gross profit (loss) 868
 3.2% (81) (0.3)% 854
 1.1 % 4,248
 5.2 % (1,649) (6.2)% 868
 3.2% (6,144) (8.6)% 854
 1.1 %
General and administrative expenses 736
 2.7% 842
 3.2 % 2,465
 3.2 % 2,425
 3.0 % 1,028
 3.9 % 736
 2.7% 2,773
 3.9 % 2,425
 3.2 %
Bad debt expense 4,385
 17.0 % 
 % 4,385
 6.2 % 
  %
Operating income (loss) 132
 0.5% (923) (3.5)% (1,611) (2.1)% 1,823
 2.2 % (7,062) (26.6)% 132
 0.5% (13,302) (18.7)% (1,611) (2.1)%
Other income (expense), net 191
 0.7% (38) (0.1)% 593
 0.8 % (67) (0.1)% (333) (1.3)% 191
 0.7% 2,640
 3.7 % 593
 0.8 %
Net income (loss) $323
 1.2% $(961) (3.4)% $(1,018) (1.3)% $1,756
 2.1 % $(7,395) (27.9)% $323
 1.2% $(10,662) (15.0)% $(1,018) (1.3)%


Results of Operations for the Three Months Ended June 30, 20182019 as Compared to the Three Months Ended June 30, 20172018

Revenues.  Total revenues increaseddecreased by 3.1%2.3% for the three months ended June 30, 20182019 as compared to the three months ended June 30, 2017.2018.  Ethanol sales decreasedincreased by 1.5%1.1% and sales from co-products increaseddecreased by 21.4%13.3% for the three months ended June 30, 20182019 as as

compared to the three months ended June 30, 2017.2018. The change in ethanol revenue was a result of a 4.3%1.5% decrease in the price per gallon received which was partially offset bycombined with a 2.4%2.7% increase in sales volume for the three months ended June 30, 2018,2019, when compared to the three months ended June 30, 2017.2018. Ethanol prices decreased due to relatively high inventories in the domestic market coupled with ongoing record domestic production of ethanol.  OurIn addition, ethanol prices have been negatively impacted by international trade disputes with foreign countries, including, China, Mexico, and the European Union, and the institution of tariffs have had an adverse effect on export demand from certain countries.  Ethanol sales volume increased duedecreased as flooding issues caused bottlenecks with railcar returns, forcing the Company to better production rates with the implementationbuild inventories instead of new process improvements.shipping product.  Ethanol revenue for the three months ended June 30, 2018 also included a $3,150 net gain for ethanol derivatives, compared to a $11,403 net loss in the same quarter for the prior period.

Sales from co-products increased by 21.4% for the three months ended June 30, 20182019 was not impacted by derivatives compared to a $3,150 net gain for the three months ended June 30, 2018.
Sales from co-products decreased by 13.3% for the three months ended June 30, 2019 from the three months ended June 30, 2017.2018. Co-products include dried distillers grains, wet distillers grains, corn oil, syrup and carbon dioxide.  The change in co-product sales was primarily due to a $1.2$.7 million increasedecrease in distillers grain revenue.  Distillers grain revenue increasedsales volume decreased as market prices increasedproblems with railcar returns forced the company to build inventories.  Improvements in responseethanol yields also decreased distillers grain production as more corn in the process is converted to increased export demand as Argentina, the world's biggest meal exporter, suffers from continued drought.ethanol.
 
Cost of goods sold.  Cost of goods sold decreasedincreased by 0.5%7.3% or approximately $.1$1.9 million, for the three months ended June 30, 20182019 from the three months ended June 30, 2017.2018.  The decreaseincrease was primarily due to decreasesthe increase in of the corn costs offset by increases in repairs and maintenance.futures positions held as a hedge against the physical corn contracted to be processed. Cost of goods sold includes corn costs, process chemicals, denaturant, natural gas costs, electricity, production labor, repairs and maintenance, and depreciation.

Corn costs, including hedging, decreased $.6$1.6 million, or 3.0%8.7%, for the three months ended June 30, 20182019 compared to the three months ended June 30, 2017.2018.  The decrease was due to hedging gains which were partially offset by higher corn prices.and reduced bushels consumed with improved production yields. For the three months ended June 30, 20182019 corn costs included a $1.4$1.0 million net gainloss for derivatives relating to corn costs, compared to a $92,938$1.4 million net gain in the same quarter for the prior year.  Corn costs represented 67.7%69.2% of cost of goods sold for the three months ended June 30, 2018,2019, compared to 69.5% for the three months ended June 30, 2017.

Repairs and maintenance increased approximately 32.0% or $.4 million67.7% for the three months ended June 30, 2018 from the three months ended June 30, 2017. The increase was due to higher maintenance and repair costs on the older equipment. A large number of repairs were made to our steam tube dryers. The Company has also increased its focus on preventative maintenance to maximize production days and increase efficiency.2018.


General and administrative costs decreasedincreased by $106,123$.3 million or 12.6%39.7% for the three months ended June 30, 20182019 from the three months ended June 30, 2017.March 31, 2018.  The decreaseincrease is due to higher researchincreased payroll and developmentlegal fees in transition of management personnel and farming expenses as well as certain relocation fees incurred duringgeneral legal work assisting with the three months ended June 30, 2017.new company management.

Results of Operations for the Nine Months Ended June 30, 20182019 as Compared to the Nine Months Ended June 30, 20172018

Revenues.  Revenues decreased by $5.8$5.1 million, or 7.1%6.8%, for the nine months ended June 30, 20182019 from the nine months ended June 30, 2017.2018.  Ethanol sales decreased $8.3$3.3 million, or 12.5%5.6%, for the nine months ended June 30, 20182019 from the nine months ended June 30, 2017.2018.  The change in ethanol revenue was a result of a 11.1%4.8% decrease in the price per gallon received as well as a 1.9%0.87% decrease in sales volume for the nine months ended June 30, 2018,2019, when compared to the nine months ended June 30, 2017. The decrease in sales volume was due to mechanical issues in the plant.2018.  Ethanol prices decreased due to relatively high inventories in the domestic market coupled with ongoing record production of ethanol.  The nine months ended June 30, 2018 also included a $9,849 net loss for derivatives related to ethanol sales, compared to a $163,890 net loss in the prior period.Sales volume decreased 0.87% as production run rates remained stable with stable yields, efficiencies and profitability.

Sales from co-products increaseddecreased by 15.6%10.4%, or $2.5$1.9 million, for the nine months ended June 30, 20182019 from the nine months ended June 30, 2017.2018. Co-products include dried distillers grains, wet distillers grains, corn oil, syrup and carbon dioxide.  Co-product revenue increaseddecreased primarily due to a 25.9% increase12.5% decrease in driedcombined distillers grains revenue for the nine months ended June 30, 20182019 from the nine months ended June 30, 2017.2018.  Distillers grain revenue increased asrevenues decreased due to relatively high inventories in the domestic market prices climbed in response to increased export demand as Argentina, the world's biggest meal exporter, suffers from continued drought.coupled with ongoing record production of ethanol.

Cost of goods sold.  Cost of goods sold decreased by 3.1% or $2.4increased $1.8 million for the nine months ended June 30, 20182019 from the nine months ended June 30, 2017.2018.  The increase was primarily due to increased corn hedging costs and repairs and maintenance.  Changes in other categories were fairly small and considered immaterial.  Cost of goods sold includes corn costs, process chemicals, denaturant, natural gas, electricity, production labor, repairs and maintenance, and depreciation. The decrease was primarily due to decreases in corn costs, natural gas and railcar expense offset by increases in ingredients costs as well as repairs and maintenance.

Corn costs, including hedging, decreasedincreased by $2.4$2.5 million, or 4.3%4.9%, for the nine months ended June 30, 20182019 from the nine months ended June 30, 2017.2018.  The decreaseincrease was due to a large hedging gain and improved ethanol yields..5% increase in corn bushels priced while the production process decreased corn consumed by 572,541 bushels or 4%.  For the nine months ended June 30, 2018,2019, corn costs included a $1.1$.6 million net gainloss for derivatives relating to future contracts, compared to a $.3$1.1 million gainloss for the nine months ended June 30, 2017.2018.  Corn costs represented 68.7%70.2% of cost of goods sold for the nine months ended June 30, 2018,2019, compared to 69.6% for the nine month June 30, 2017.

Ingredient costs increased approximately 8.7% or $.4 million68.7% for the nine months ended June 30, 20182018.

Repairs and maintenance decreased by $1.2 million or 32% for the nine months ended June 30, 2019 from the nine months ended June 30, 2017.2018.  The increasedecrease was due to switchingan increased focus on preventative maintenance to higher priced process chemicalsavoid large costly repairs as required by government regulations for animal food.well as a focus on cost control.

Natural gas costs decreasedDepreciation expense increased approximately 8.9%$.9 million, or $.5 million36.0% for the nine months ended June 30, 20182019 from the nine months ended June 30, 2017. The decrease2018.  Depreciation was dueaccelerated on the old regenerative thermal oxidizer (RTO) to lower natural gas prices, runningadjust the plant more efficiently at higher yieldsasset to its revised useful life before it was replaced in December 2018 and lower production levels.thusly resumed to normalized depreciation rate.

RepairsGeneral and maintenanceadministrative costs increased approximately 20.0%,by $308 thousand or $.6 million,12.5% for the nine months ended June, 30, 20182019 from the nine months ended June 30, 2017. The increase was due to higher maintenance and repair costs on the older equipment. A large number of repairs were made to our steam tube dryers. The Company has also increased its focus on preventative maintenance to maximize production days and increase efficiency.

Railcar expenses decreased approximately $.3 million, or 21.6% for the nine months ended June 31, 2018 from the nine months ended June 30, 2017. The decrease is due to inspection and cleaning costs in previous period during the transition of old leases to new leases. The number of railcars leased was also reduced.

Other income increased $.7 million for the nine months ended June 30, 2018 from the nine months ended June 30, 2017.2018.  The increase is due to a settlement payment received by Lincolnway Energy in a litigation matter.additional payroll related to management transition and legal fees related to performance concerns regarding newly installed equipment.

A significant component of the net loss for this period was a one-time bad debt expense of $4,385,009 as further described in Note 1.

Industry Factors that May Affect Future Operating Results

During the three months ended June 30, 2018,2019, the ethanol industry experienced modestly risinghistorically poor ethanol production margins as a result of a combination of factors including the following:


Corn prices were generally very weakstrong during the three months ended June 30, 2018.2019. The price per bushel rallied modestlyover $1.00 per bushel in April but broke sharply thereafter asthe 5-week period from May 13 to June 17. The market was reacting to the potential impact of extreme wetness during planting in the U.S. corn belt which resulted in the slowest corn planting progress in history. While the worst conditions and slowest progress were reported in the areas east of the Mississippi River, most western corn belt states were also severely impacted. At this time the market assessed the impacthas no reliable idea of generous posthow many acres were lost as actual planting rains throughout the U.S. Corn Belt. However recent trade disputes with China, Mexico and Canada resulted in market concern for a potential reduction in U.S. agricultural exports resulting from various tariffs and sanctions resulting from these trade disputes. The soybean market fell under particularly heavy pressure and dragged corn prices down 70 cents per bushel. Farmer selling diminishedprogress was so far behind on the price breakdate of the acreage survey on June 1 as to render it meaningless. In addition to how much corn was able to be planted, there is serious concern regarding how much the late planting dates will impact yield. Various industry and corn basis rose modestly from historically low levels.

The latest estimatesacademic studies indicate likely yield reductions on the order of more than 5% regardless of growing season weather. USDA recognized this problem in their June supply and demand provided byreport, reducing estimated corn yield down to 166 bushels per acre from the United States Departmentestimate of Agriculture (the "USDA") held steady with 2018 ending corn stocks of 2.1 billion bushels. However, projections for 2019 ending corn stocks indicate a reduction of 25%, reflecting lower beginning stocks and a reduced crop size. Given excellent early season weather and trade war concerns,176 bushels per acre in the market shrugged off any potential supply concerns and prices plummeted.May report.

Gasoline demand during the second quarter of calendar year 2018 rose a modest 0.7% versus 2017. Domestic ethanol usage was only 0.3% above1% lower than the weak consumption duringsame six months the second calendar quarter of 2017. Thisyear before and net exports for the period were 195 million gallons, or 23% lower. Industry capacity was estimated to have grown by 300-500 million gallons annualized versus the same time period a year ago. While ethanol prices rallied along with corn prices, the rally was relatively anemic due to this enlarged capacity overhang. Despite ongoing economic growth and growing unemployment levels, gasoline demand has failed to improve and ethanol capacity expansion has resulted in a modest ethanol price drop. With near 3% annualized economic growth rates topping and low unemployment rates bottoming overlower margin levels than we have experienced at similar stocks/usage levels in the next 6-9 months, gasoline demand may stagnate and result in a corresponding stagnation in ethanol demand.past.

A growingExport sales of U.S. economy shouldethanol to foreign consumers have contributedwaned as a result of much smaller discounts of U.S. ethanol versus gasoline prices. This has reduced demand from octane buyers. In addition, the trade war has reduced exports to modest growth in gasolineChina to virtually nothing. Brazilian tariffs have curtailed demand infrom that country. And very significantly, a series of good world sugar crops have depressed sugar prices around the past year. Falling unemployment meansglobe. This has turned Brazilian sugar mills to producing more people drivingethanol and less sugar. After supplying their domestic markets, the Brazilian producers have ample quantities to work each day. Unemployment has reached record lows in many partsmove into the export markets and have taken Indian, European and South American business away from U.S. producers. Current trade estimates have U.S. exports falling more than 300 million gallons versus 2018. Additionally, imports of Brazilian ethanol into the U.S. Unfortunately, changing demographics, driving habits and vehicle choices have combinedare expected to register virtually zero growth in domestic gasoline demand over the last 3 years. Domestic ethanol demand has therefore also shown only fractional growth. What ethanol demand growth there has been has been almost wholly in exports. That export demand growth is now in serious jeopardy and could well begin a contraction. Bothincrease from 40 million gallons to 140 million gallons. China and Brazil have instituted significant protective tariffs in the last 18 months. Current U.S. policy appears likely to aggravate the situation further. The industry can no longer look to exports for growth. Concurrently, the U.S. governments’ policies impacting domestic offtake of ethanol have become hostile. Exemptions for small refiner blending of ethanol havehad been granted wholesale and not replaced elsewhere. The possibilitytwo of the EPA allowing an E15 blend rate appears very remote. Yettop importers of U.S. ethanol production capacity growth continues in excess of 2% per year. Management is concerned about negative margin impacts and following these circumstances closely.but political considerations will continue to dominate for the foreseeable future. Even if tariffs were eliminated, demand for U.S. ethanol would likely not improve due to lower Brazilian prices on the international market.

Ethanol no longer trades at a large discount to gasoline which had improved domestic and export demand somewhat, particularly among price opportunistic foreign buyers.  As ethanol prices have been pulled up by rising corn prices, its discount to Reformulated gasoline Blend stock for Oxygen Blending (RBOB) has fallen 40 cents in the last quarter.  This smaller discount and the EPA engineered reduction in ethanol RINS prices have greatly reduced the attractiveness of higher ethanol blends and have stymied the penetration of E15 blends in the domestic market.  While the EPA’s approval of year around blending of E15 promises potentially significant increases in ethanol blending in the future, management believes this is positive for the industry. In the short run, the narrowed spread between ethanol and RBOB prices has greatly weakened the economics of installing blender pumps at service stations.  Without significant growth in this vital link in the supply chain, ethanol blending growth will continue to disappoint.


Ethanol continues trading at a large discount to gasoline which has improved export demand somewhat, particularly among price opportunistic foreign buyers. Typically such an ethanol trading discount would also bolster the penetration of E15 blends in the domestic market. However, the impact of large increases in small refiner waivers granted by the EPA and the expected reductions in both Chinese and Brazilian imports continues to have a negative impact on prices for D6 RINs (the RINs associated with corn-based ethanol). RINS prices remain subdued, removing a powerful blending incentive from the ethanol marketplace.

The EPA’s maintenance in the ProposedFinal 2019 Rule of the number of gallons which may be met by conventional renewable fuels such as corn-based ethanol at 15.0 billion gallons appeared to signal continued supportis a continuance of the status quo.  Of much greater importance for domestic ethanol demand is the long awaited approval by the Trump administrationEPA for the sale of E15 blends year round.  This theoretically raises the potential demand for ethanol by upwards of 7 billion gallons.  Before any of this additional demand can be realized, significant changes must occur in the supply chain, particularly the installation of blender pumps at retail gas stations.  In addition, a huge job of consumer education must be accomplished as to what the benefits of higher ethanol blends may be.  Given the hostility of the RFS for ethanol. However, large questions remain given the legal statusoil industry toward higher ethanol blends, and their control of half of the EPA’sgas stations in the U.S., this promises to be a long and arduous process. Most importantly for ethanol in the near term, EPA continues to grant extensive small refinerrefinery exemptions.  Current estimates are that EPA has granted approximately 2.6 billion gallons of such waivers for 2019.  This demand impact is immediate and demonstrates the ongoing support of RFS obligations, the retirement of RINS on exported gallonscurrent administration for the fossil fuel industry and continuing hostility towards the national approval of E15 blends.ethanol industry.

DespiteWith the threats to both export and domestic demand outlined above, the primaryone important driving force moving our margins higherlower during the quarter was year over year increased export demand.stunted demand growth. Year over year quarterly export demand increased nearly 50%. While export increases are helpful, domestic offtake constitutes 90%barely 1%, or 160 million gallons. Of far greater importance was the increase in production capacity. Industry sources estimate capacity expansion of overall demand,500 million gallons between debottlenecking and while exports were excellent, they do vary widelycapacity additions at existing plants and the opening of new plants. Management believes that figure to be conservative and that potential supply expansion over time. Given the current political climate surrounding trade,last year could be on the potential impactsorder of increasing or decreasing exports on our margins is uncertain; however, given600-700 million gallons. Regardless, the current over supply in domestic ethanol inventories, any decrease in export demand will have an adverse impact on market price and negatively impact ournet effect has been a severe contraction of margins.

We use futures and options strategies on the Chicago Mercantile Exchange to hedge some of the risk involved with changing corn prices, as well as the purchase and physical delivery of corn contracts from area farmers and commercial suppliers. We also incorporate risk management strategies to cover some of the risk involved with changing ethanol and distillers market prices. We continue to monitor the markets and attempt to provide for an adequate supply of corn and protection against rapid price increases for corn and price decreases for ethanol and distillers grains.

Management currently believes that our margins will remain flat duringcontinue on the defensive for the remainder of the fiscal year ending September 30, 20182019 (“Fiscal 2018”2019”). Continued largeTightening old crop corn supplies, expected large new crop supplies and ethanol production capacity increases couldshould have a negativepositive impact on the market price of corn and a lesser positive impact on the market price of ethanol which could adversely impact our profitability. This negative impact could worsen in the event that domestic ethanol inventories remain historically high or grow, or if U.S. exports of ethanol decline.decline further. The ethanol industry is

currently experiencing growth in production capacity principally through plant optimization and some new construction. During 2018 to date,The EIA has reported that thus far during 2019, increasing ethanol production rates have equaledoutpaced domestic E10 gasoline demand plusand export growth,demand, leading to stableelevated ethanol inventory levels near historic highs.levels. According to the U.S. Energy Information Administarion,EIA, as of June 30,December 31, 2018, weekly ending stocks of ethanol were 2%a modest 1% higher than the same time last year and 21%but 16% higher than the previous five-year average. Despite the steadyWith a decrease in net exports and a modest increase in domestic demand and 27% higher net exports during the first six6 months of 2018,2019, ending stocks of ethanol on June 30, 2018 slightly exceeded2019 increased to 103% of the ending stocks on June 30, 2017.2018. Although ethanol exportspoor corn planting conditions have provided some support for ethanol prices, with the increasedecrease in export demand resulting from the lowhigher domestic ethanol prices, if ethanol and corn prices decreaseincrease further, this may not positivelycould negatively impact export demand.domestic ethanol demand also. The adjustments in the renewable volume obligations and small refiner waivers granted by the EPA also may result in an oversupply of renewable fuel credits which could decrease demand for corn-based ethanol despite the statutory requirements set forth inpotential demand increase attributable to the E15 ruling. The Final 2018 Rule and the Proposed 2019 Rule. Neither the Final 2018 Rule nor the Proposed 2019 Rule renewable volume includedrequirements did not include any material growth and as a result, unless additional demand can be foundgenerated in foreign or domestic markets, a maintenance of the continued or growing level of current ethanol stocks or any increase in domestic ethanol supply could adversely impact the price of ethanol.

Our margins have been, positivelyand could continue to be, negatively impacted in the second calendar quarter of 2018 due to the higherlower prices received for our distillers grains. During the second calendar quarter of our 2018 our distillers grains prices improveddid not improve as a result of relatively firmrising U.S. corn and world soybean meal prices which management believes areis attributable to the Argentinian drought. ArgentinaU.S. planting delays and the resulting declines in acreage and yield expectations. The U.S. is the third largest soybeancorn producer in the world and a leadinglarge exporter of soybean meal. In addition to being an animal feed substitute for corn, distillers grains are increasingly considered a protein feed substitute for soybean meal. In 2018,the second quarter of 2019 strong proteincorn prices and relatively weak soybean meal prices due to a record South American soybean crop have enabledcaused distillers grains prices to rallyfall versus corn, our basic raw material. Management currentlyIn addition, hogs, a major demand sector for distillers grains, have experienced a significant reduction in price due to the tariff war with China. Demand and prices for distillers grains may continue to experience decreases in the near term due to lower demand as a result of these lower margins for hog growers and a lesser share of distillers grains in domestic rations. While management believes that the impact of the Chinese imposition of antidumpinganti-dumping and countervailing duties on distillers grains produced in the U.S. has been fullylargely absorbed into the current market, the softness in U.S. hog and therefore should notsoybean prices relative to corn prices could result in further prices declines. However, domestic feeding marginsongoing stagnation in cattle and hogs in particular could have a negative impact on total distillers grains domestic offtake. While we remain optimistic onprices at low levels. Other countries such as Mexico, Canada and South Korea have increased their imports of distillers grains usage relative to other feed and protein sources, declining feeding marginsmanagement believes that the impact of reduced demand from China has been fully discounted in the red meat sector are an ongoing concern.market. But weaker U.S. feed demand is not positive for prices.


The Final 2019 Rule raised the renewable volume requirements for advanced biofuels from the 2018 level of 4.5 billion gallons to 4.9 billion gallons and left biomass basedbiomass-based diesel unchanged.unchanged at 2.1 billion gallons. This could negativelypositively impact the demand for corn oil asoil. U.S. corn oil supplies are expected to grow by well in excess of 5%approximately 10%. World oilseed supplies are projected to be lower,flat and world soybean suppliesoilseed stocks are expected to contractcontract. This suggests corn oil prices may fluctuate modestly. The most important factor currently is the uncertainty about what the United States Government may doThus far in regard to tariffs on a wide range of imports and the potential impact to international biodiesel flows. Large amounts of biodiesel often flow into the U.S. from Argentina and the Far East. While these flows have moderated,2019 corn oil prices have movedbeen very weak relative to multiyear lows as U.S. production exceedscorn prices and the relative contribution of corn oil to margins has fallen. Much of this price weakness is attributable to increased uncertainty regarding the biodiesel production capacity.tax credit. Biodiesel producers have also experienced shrinking margins as fears grow that the tax credit may be reduced and phased out or eliminated altogether. These fears have curtailed corn oil demand. Management sees little potential for an increaseincreases in corn oil prices given production increases and large trade flow uncertainty.until the status of the tax credit is clarified.

Credit and Counterparty Risks

Through our normal business activities, we are subject to significant credit and counterparty risks that arise through normal commercial sales and purchases, including forward commitments to buy and sell, and through various other over-the-counter (OTC) derivative instruments that we utilize to manage risks inherent in our business activities. We define credit and counterparty risk as a potential financial loss due to the failure of a counterparty to honor its obligations. The exposure is measured based upon several factors, including unpaid accounts receivable from counterparties and unrealized gains (losses) from OTC derivative instruments (including forward purchase and sale contracts). Part of our risk management strategy requires that we actively monitor credit and counterparty risk through credit analysis.


Liquidity and Capital Resources

Based on the financial projections prepared by management, we anticipate that we will have sufficient cash fromplan to closely monitor existing cash, our current credit facilities, and cash from operations to continue to operate the ethanol plant forplant. The Company may seek capital in form of equity or debt due to the next 12 months.negative results of the ethanol margins to meet our operating requirements. Management believes that an abundantis waiting to see how the corn supply will causecrop develops with the 2019 harvest regarding the future corn supply.   Corn prices may continue to remain near current levels and an anticipated increase in price with the supply of ethanol will cause ethanol prices to stay near current levels.uncertain corn production.  Working capital (deficit) was approximately $5.4$(16.1) million after writing off $4.4 million related to a note receivable and converting $22.6 million of long term liabilities to current liabilities as of June 30, 20182019.  As referenced in Note 1, on March 28, 2019, the Company recorded a note receivable totaling $4,080,000 for a component of the construction in progress (the dryer) that failed to meet required specifications. The vendor issued a promissory note to the Company, which is personally guaranteed by principals of the vendor. The full amount of the note receivable plus interest was wrote off because there is no guarantee that we will be able to collect all, or any, of the amounts due and is projectedpayable under such note receivable.  The long term debt was converted to current liabilities due to the uncertainties of staying in covenant compliance for debt service coverage at year end. However, management currently projects that liquid working capital will be sufficient withbased on current cash balances and credit facilities available for the remainder of the fiscal year. Management continuesyear, but management will continue to monitor our liquidity position on a weekly basis.

Lincolnway is technically in default with its working capital covenant with its lender because of the reclassification of long term debt to current. In addition, based on management's financial projections it is anticipated that the Company will not be in compliance with the debt service coverage covenant at September 30, 2019, the end of our fiscal year. As such, management determined, in accordance with generally accepted accounting principles (GAAP), to reclassify long term debt as current liabilities. Management is currently discussing the working capital covenant and debt service coverage waivers with our lender.

Our financial position and liquidity are, and will continue to be, influenced by a variety of factors, including, without limitation:

our ability to generate cash flows from operations;

our ability to meet covenants and/or successfully negotiate a reasonable solution with our current lender to find alternative financing;

the level of our outstanding indebtedness and the interest we are obligated to pay;


our capital expenditure requirements, which consists primarily of plant improvements to improve efficiencies and expenditures for our new PureStream™ protein process; and

our margin maintenance requirements on all commodity trading accounts.


The following table summarizes our sources and uses of cash and cash equivalents from the unaudited statement of cash flows for the periods presented:
 
 Nine Months Ended June 30, Nine Months Ended June 30,
 (Unaudited) (Unaudited)
Cash Flow Data: 2018 2017 2019 2018
Net cash provided by operating activities $1,618,640
 $4,201,768
Net cash (used in) operating activities $(4,966,369) $1,618,640
Net cash (used in) investing activities (11,711,269) (7,081,882) (2,915,185) (11,711,269)
Net cash provided by financing activities 9,848,775
 2,872,429
 7,400,000
 9,848,775
Net (decrease) in cash and cash equivalents $(243,854) $(7,685) $(481,554) $(243,854)


Cash Flow Provided by(Used in) Operations

For the nine months ended June 30, 2018,2019, net cash provided byused in operating activities decreasedincreased by $2.6$6.6 million when compared to net cash provided by operating activities for the nine months ended June 30, 2017.2018. The decrease in cash provided byused in operating activities is due to net loss and the timing in working capital components.

Cash Flow Used in(Used in) Investing Activities

Cash flows from investing activities reflect the impact of property and equipment acquired for the ethanol plant. Net cash used in investing activities increaseddecreased by $4.6$8.8 million for the nine months ended June 30, 20182019 compared to the nine months ended June 30, 2017.2018. The increasedecrease is due to initial progress payments on the installation of a grains drying and cooling system. The project is estimated to be completedsystem in the fourth quarter ofprevious fiscal year 2018.year.

Cash Flow Provided by Financing Activities

Cash flows from financing activities include transactions and events whereby cash is obtained from, or paid to, depositors, creditors or investors. Net cash provided by financing activities increaseddecreased by $7.0$2.4 million for the nine months ended June 30, 20182019 compared to the nine months ended June 30, 2017.2018. The increasedecrease is due to reduced borrowings on our term revolver offset by distributionsin the nine month ended June 30, 2019 compared to borrowings in the nine months ended June 30, 2018. In addition to the distribution paid to members.members in fiscal year 2018.

Critical Accounting Estimates and Accounting Policies

Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and follow general practices within the industries in which we operate. This preparation requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, actual results could differ from the estimates, assumptions, and judgments reflected in the financial statements. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Management believes the following policies are both important to the portrayal of our financial condition and results of operations and require subjective or complex judgments; therefore, management considers the following to be critical accounting policies.

Revenue Recognition

Revenue from the sale of our ethanol and distillers grains is recognized at the time title and all risks of ownership transfer to the marketing company. This generally occurs upon the loading of the product. For ethanol, title passes from the Company at the time the product crosses the loading flange into either a railcar or truck. For railcar shipments, this takes place when the railcar is filled and the marketer receives written notice that the railcars have been loaded and are available for billing. For distillers grains,

title passes upon the loading of distillers grains into trucks. Shipping and handling costs incurred by us for the sale of ethanol and distillers grain are included in costs of goods sold.

All of our ethanol production is sold to Eco-Energy. The purchase price payable to us under our agreement with Eco-Energy is the purchase price set forth in the applicable purchase order, less a marketing fee payable to Eco-Energy.


We have an agreement with Gavilon to purchase all of the distillers grains produced at our ethanol plant. The purchase price payable to us is the corresponding price being paid to Gavilon for the distillers grains, less certain logistics costs and a service fee.

Derivative Instruments

We enter into derivative contracts to hedge our exposure to price risk related to forecasted corn needs, forward corn purchase contracts and ethanol sales. We do not typically enter into derivative instruments other than for hedging purposes. All future derivative contracts are recognized on the June 30, 20182019 balance sheet at their fair value. Although we believe our derivative positions are economic hedges, none have been designated as a hedge for accounting purposes. Accordingly, any realized or unrealized gain or loss related to these derivative instruments is recorded in the statement of operations as a component of cost of goods sold for corn contracts and as a component of revenue for ethanol contracts.

Unrealized gains and losses on forward contracts, in which delivery has not occurred, are deemed “normal purchases and normal sales”, and therefore are not marked to market in our financial statements but are subject to a lower of cost or market assessment.

Inventories and Lower of Cost or MarketNet Realizable Value

Inventories are stated at the lower of net realizable value or actual cost using the first-in, first-out method.  In the valuation of inventories and purchase commitments, net realizable value is defined as estimated selling price in the ordinary course of business less reasonable predictable costs of completion, disposal and transportation. For the nine months ended June 30, 2019 and 2018, the Company had a lower of net realizable value inventory adjustment of approximately $180,000 and $280,000 respectively, for a lower of net realizable value or cost inventory adjustment due to low market prices for ethanol.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

In addition to the various risks inherent in the ethanol industry and our operations, we are exposed to various market risks.  The primary market risks arise as a result of possible changes in certain commodity prices and changes in interest rates.


Commodity Price Risk


We are exposed to market risk with respect to the price of ethanol, which is our principal product, and the price and availability of corn and natural gas, which are the principal commodities we use to produce ethanol. Our other primary product is distillers grains, and we are also subject to market risk with respect to the price for distillers grains. The prices for ethanol, distillers grains, corn and natural gas are volatile, and we may experience market conditions where the prices we receive for our ethanol and distillers grains are declining, but the price we pay for our corn, natural gas and other inputs is increasing. Our results will therefore vary substantially over time, and include the possibility of losses, which could be substantial.

In general, rising ethanol and distillers grains prices result in higher profit margins, and therefore represent favorable market conditions. We are, however, subject to various material risks related to our production of ethanol and distillers grains and the price for ethanol and distillers grains.  For example, ethanol and distillers grains prices are influenced by various factors beyond the control of our management, including the supply and demand for gasoline, the availability of substitutes, international trade and the effects of domestic and foreign laws, regulations and government policies.

In general, rising corn prices result in lower profit margins and, accordingly, represent unfavorable market conditions. We will generally not be able to pass along increased corn costs to our ethanol customers. We are subject to various material risks related to the availability and price of corn, many of which are beyond our control. For example, the availability and price of corn is subject to wide fluctuations due to various unpredictable factors, including weather conditions, crop yields, farmer planting decisions, governmental policies with respect to agriculture, and local, regional, national and international trade, demand and supply. If our corn costs were to increase $.10 per bushel from one year to the next, the impact on costs of goods sold would be approximately $2.1$2.3 million for the year, assuming corn use of 2123 million bushels during the year.

Falling ethanol prices indicate weak market conditions and will usually negatively impact profit margins. Lincolnway EnergyWe will typically be unable to pass through the impact of decreased ethanol revenues to its corn suppliers. Lincolnway Energy isWe are subject to various material risks related to the demand for and price of ethanol, many of which are beyond the control of the Company.our control. For example, the demand for and price of ethanol is subject to significant fluctuations due to various unpredictable factors which are beyond the control of Lincolnway Energy's management,

including driving habits, consumer vehicle buying decisions, petroleum price movement, plant capacity utilization, and government policies with respect to biofuel use, railroad transportation requirements, national and international trade and supply and demand. If Lincolnway Energy'sour ethanol revenue were to decrease $.05 per gallon from one year to the next, the impact on gross revenues would be approximately $3.1 million for the year.

During the quarter ended June 30, 2018,2019, corn prices based on the Chicago Mercantile Exchange daily futures data ranged from a low of $3.43 per bushel for July 2019 delivery to a high of $4.64 per bushel for July 2019 delivery. The corn prices based on the Chicago Mercantile Exchange daily futures data during the quarter ended June 30, 2018 ranged from a low of $3.39 per bushel for July 2018 delivery to a high of $4.12 per bushel for July 2018 delivery.  The corn prices based on the Chicago Mercantile Exchange daily futures data during the quarter ended June 30, 2017 ranged from a low of $3.56 per bushel for July 2017 delivery to a high of $3.92 per bushel for July 2017 delivery.

The average price we received for our ethanol during the three months ended June 30, 20182019 was $1.32$1.30 per gallon, as compared to $1.38$1.32 per gallon during the three months ended June 30, 2017.2018.

During the quarter ended June 30, 2018,2019, ethanol prices based on the Chicago Mercantile Exchange daily futures data ranged from a low of $1.28 per gallon for July 2019 delivery to a high of $1.65 per gallon for July 2019 delivery. The ethanol prices based on the Chicago Mercantile Exchange daily futures data during the three months ended June 30, 2018 ranged from a low of $1.36 per gallon for July 2018 delivery to a high of $1.54 per gallon for July 2018 delivery. The ethanol prices based on the Chicago Mercantile Exchange daily futures data during the three months ended June 30, 2017 ranged from a low of $1.45 per gallon for July 2017 delivery to a high of $1.62 per gallon for July 2017 delivery.

We may from time to time take various cash, futures, options or other positions in an attempt to minimize or reduce our price risks related to corn and ethanol. The extent to which we enter into such positions may vary substantially from time to time and based on various factors, including seasonal factors and our views as to future market trends. Those activities are, however, also subject to various material risks, including that price movements in the cash and futures corn and ethanol markets are highly volatile and

are influenced by many factors and occurrences that are beyond our control. We could incur substantial losses on our cash, futures, options or other positions.

Although we intend our futures and option positions to accomplish an economic hedge against our future purchases of corn or futuresfuture sales of ethanol, we have chosen not to use hedge accounting for those positions, which would match the gain or loss on the positions to the specific commodity purchase being hedged. To avoid the higher costs associated with hedge accounting, we are instead using fair value accounting for the positions. Generally, that means as the current market price of the positions changes,change, the realized or unrealized gains and losses are immediately recognized in our costs of goods sold in the statement of operations for corn positions or as a component of revenue in the statement of operations for ethanol positions. The immediate recognition of gains and losses on those positions can cause net income to be volatile from quarter to quarter due to the timing of the change in value of the positions relative to the cost and use of the commodity being hedged. For example, our net gainloss on corn derivative financial instruments that was included in our cost of goods sold for the three months ended June 30, 20182019 was $1,368,744,$1,005,692, as opposed to a net gain of $92,938 $1, 380,984for the three months ended June 30, 2017.2018.

We attempt to offset or hedge some of the risk involved with changing corn prices through the trading of futures and options on the Chicago Mercantile Exchange, as well as through purchase and physical delivery contracts from suppliers. We continue to stay at a near neutral corn position due to an uptrend in ethanol sales margins. We continue to monitor and attempt to ensure adequate corn supply and protection against rapid price increases. As noted above those activities are, however, subject to various material risks, including that price movements in the cash corn and corn futures markets are highly volatile and are influenced by many factors and occurrences which are beyond our control.

Another important raw material for our production of ethanol is natural gas. Our cost per MMBTU is subject to various factors that are outside of the control of our management. The factors include changes in weather, increaseincreases in transportation costs and the overall economic activity.  Our natural gas costs will therefore vary, and the variations could be material.  Our natural gas costs for the three months ended June 30, 20182019 represented approximately 4.7%6.8% of our total cost of goods sold for that period.

Interest Rate Risk

We have various outstanding loan agreements that expose us to market risk related to changes in the interest rate imposed under the loan agreement and promissory notes.

We have entered into loan agreements, including an irrevocable letter of credit, with Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA (collectively, "Farm Credit"). The interest rate on the Farm Credit revolving term loan and irrevocable letter of credit is a variable interest rate based on the one-month LIBOR index plus 3.15%3.75%. We do not anticipate any significant increase in interest rates during Fiscal 2018.2019.





Item 4.    Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our President and Chief Executive Officer and our Director of Finance (our principal financial officer),Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report.  Based on that evaluation, our President and Chief Executive Officer and our Director of FinanceChief Financial Officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures have been effective to provide reasonable assurance that the information required to be disclosed in the reports our files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and (ii) accumulated and communicated to management, including our principal executive and principal financial officers or persons performing such functions, as appropriate, to allow timely decisions regarding disclosure. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

No Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION



Item 1.    Legal Proceedings.

From time to time the Company is involved in various litigation matters arising in the ordinary course of its business. None of these matters, either individually or in the aggregate, currently is material to the Company except as reported in the Company's annual report on Form 10-K for the fiscal year ended September 30, 2017,2018, there were no material developments to such matters.


Item 1A. Risk Factors.


There have been no material changes to the risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2017 and in Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2017 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 other than as provided below.2018. Additional risks and uncertainties, including risk and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition and results of operations.

Recent trade actions by the Trump Administration, particularly those affecting the agriculture sector and related industries, could adversely affect our operations and profitability.

Government policies and regulations significantly impact domestic agricultural commodity production and trade flows and governmental policies affecting the agricultural industry, such as taxes, trade tariffs, duties, subsidies, import and export restrictions on commodities and commodity products, can influence industry profitability, the planting of certain crops, the location and size of crop production, whether unprocessed or processed commodity products are traded, and the volume and types of imports and exports. International trade disputes can also adversely affect 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.

As a result of recent trade actions announced by the Trump administration and responsive actions announced by our trading partners, including by China, we may experience negative impacts of higher ethanol tariffs and other disruptions to international agricultural trade. On April 2, 2018, the Chinese government increased the tariff on U.S. ethanol imports into China from 30% to 45%. The increased tariff is expected to reduce overall U.S. ethanol export demand, which could have a negative effect on U.S. domestic ethanol prices, especially given the current oversupply in domestic ethanol inventories.


Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

None.


Item 3.    Defaults Upon Senior Securities.

None.

Item 4.     Mine Safety Disclosures.

Not applicable.

Item 5.    Other Information.

None.


Item 6.    Exhibits.

The following exhibits are filed as part of this quarterly report.


Description of ExhibitDescription of Exhibit  PageDescription of Exhibit Page
 
1010 10.1
 Amendment No. 1 to Ethanol Marketing Agreement Between Lincolnway Energy, LLC and Eco-Energy, LLC***
Amendment to Credit Agreement between Lincolnway Energy, LLC and Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA effective June 23, 2019*
   Revolving Credit Promissory Note between Lincolnway Energy, LLC and Farm Credit Services of America, PCA effective June 23, 2019**
Amended and Restated Letter of Credit Promissory Note between Lincolnway Energy, LLC and Farm Credit Services of America, PCA effective June 23, 2019***
 
31 Rule 13a-14(a)/15d-14(a) Certifications 
Rule 13a-14(a)/15d-14(a) Certifications 
  

 Rule 13a-14(a) Certification of President and Chief Executive OfficerE-1 Rule 13a-14(a) Certification of President and Chief Executive OfficerE-1

 Rule 13a-14(a) Certification of Director of FinanceE-2 Rule 13a-14(a) Certification of Chief Financial OfficerE-2
    
32 Section 1350 Certifications 
Section 1350 Certifications 
   Section 1350 Certification of President and Chief Executive OfficerE-3

 Section 1350 Certification of President and Chief Executive Officer †E-3 Section 1350 Certification of Chief Financial OfficerE-4

 Section 1350 Certification of Director of Finance†E-4  
  
101 
Interactive Data Files (furnished electronically herewith pursuant to Rule 405 of Regulation S-T)
 
Interactive Data Files (furnished electronically herewith pursuant to Rule 405 of Regulation S-T)
 
    
* Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Committee on July 3, 2018.
** Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission.
* Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Committee on July 8, 2019.
** Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Committee on July 8, 2019.
*** Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Committee on July 8, 2019.
* Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Committee on July 8, 2019.
** Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Committee on July 8, 2019.
*** Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Committee on July 8, 2019.
† This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.


SIGNATURES

Pursuant to the requirements 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.

 LINCOLNWAY ENERGY, LLC
   
August 10, 201819, 2019By:/s/   Eric HakmillerMichael Hollenberg
 Name:    Eric HakmillerMichael Hollenberg
 Title:     President and Chief Executive Officer
  
   
August 10, 201819, 2019By:/s/   Kristine StrumJeff Kistner
 Name:   Kristine StrumJeff Kistner
 Title:     Director of Finance (PrincipalInterim Chief Financial Officer)Officer





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