x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the fiscal year ended October 31, 2013 | |
OR | |
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the transition period from to . | |
COMMISSION FILE NUMBER 000-51277 |
Minnesota | 41-1997390 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
15045 Highway 23 SE, Granite Falls, MN 56241-0216 | ||||
(Address of principal executive offices) | ||||
(320) 564-3100 | ||||
(Registrant's telephone number, including area code) |
Large Accelerated Filer o | Accelerated Filer o |
Non-Accelerated Filer x | Smaller Reporting Company o |
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* | Refer to the Form 10-K for the fiscal year ended October 31, 2013 and filed with the Securities and Exchange Commission on January 29, 2014. |
(1) | Financial Statements |
(2) | Financial Statement Schedules |
(3) | Exhibits |
GRANITE FALLS ENERGY, LLC | ||
Date: | April 23, 2014 | /s/ Steve Christensen |
Steve Christensen | ||
Chief Executive Officer | ||
Date: | April 23, 2014 | /s/ Stacie Schuler |
Stacie Schuler | ||
Chief Financial Officer | ||
Exhibit No. | Exhibit | Filed Herewith | Incorporated by Reference To: | |||
3.1 | Articles of Organization | Exhibit 3.1 to the registrant's Form SB-2 filed with the Commission on August 30, 2002 (File No. 000-51277). | ||||
3.2 | Amendment of Articles of Organization | Exhibit 3.1 to the registrant's Form 10-QSB filed with the Commission on August 15, 2005 (File No. 000-51277). | ||||
3.3 | Fifth Amended and Restated Operating and Member Control Agreement, First Amendment to the Fifth Amended and Restated Operating and Member Control Agreement and Second Amendment to the Fifth Amended and Restated Member Control Agreement | Exhibit 3.2 to the registrant's Form 10-QSB filed with the Commission on September 14, 2006 (File No. 000-51277). | ||||
3.4 | Third Amendment to the Fifth Amended and Restated Operating and Member Control Agreement | Exhibit 3.1 to the registrant's Form 10-Q filed with the Commission on June 14, 2013 (File No. 000-51277). | ||||
4.1 | Form of Membership Unit Certificate. | Exhibit 4.1 to the registrant's Pre-Effective Amendment No. 1 to Form SB-2 filed with the Commission on December 20, 2002 (File No. 000-51277). | ||||
10.1 | Corn Storage and Delivery Agreement and Pre-Closing Memorandum dated October 6, 2003 between the Company and Farmers Cooperative Elevator Company. | Exhibit 10.2 to the registrant's Form 10-QSB filed with the Commission on November 14, 2003 (File No. 000-51277). | ||||
10.2 | Grain Procurement Agreement with Farmers Cooperative Elevator Company. | Exhibit 10.2 to the registrant's Form 10-QSB filed with the Commission on November 15, 2004 (File No. 000-51277). | ||||
10.3 | Electric Service Agreement dated August, 2004 with Minnesota Valley Cooperative Light and Power. | Exhibit 10.13 to the registrant's Form 10-KSB filed with the Commission on March 31, 2005 (File No. 000-51277). | ||||
10.4 | Trinity Rail Proposal for Rail Cars. | Exhibit 10.16 to the registrant's Form 10-KSB filed with the Commission on March 31, 2005 (File No. 000-51277). | ||||
10.5 | Job Opportunity Building Zone Business Subsidy Agreement. | Exhibit 10.17 to the registrant's Form 10-KSB filed with the Commission on March 31, 2005 (File No. 000-51277). | ||||
10.6 | Ethanol Marketing Agreement with Eco-Energy, Inc. dated December 24, 2008. (+) | Exhibit 10.1 to the registrant's Form 10-K filed with the Commission on January 27, 2009 (File No. 000-51277). | ||||
10.7 | Corn Oil Marketing Agreement between the registrant and Renewable Products Marketing Group, LLC dated April 29, 2010. (+) | Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on June 14, 2010 (File No. 000-51277). | ||||
10.8 | Distillers Grains Marketing Agreement between RPMG, Inc. and Granite Falls Energy, LLC dated December 10, 2010. (+) | Exhibit 10.31 to the registrant's Form 10-K filed with the Commission on January 26, 2011 (File No. 000-51277). | ||||
10.9 | Amended Employment Contract between Granite Falls Energy, LLC and Tracey Olson dated November 22, 2010. | Exhibit 10.30 to the registrant's Form 10-K filed with the Commission on January 26, 2011 (File No. 000-51277). | ||||
10.10 | Insider Trading Policy of Granite Falls Energy, LLC dated February 17, 2011. | Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on March 16, 2011 (File No. 000-51277). | ||||
10.11 | Ethanol Marketing Agreement Amendment No. 2 between Eco-Energy, Inc. and Granite Falls Energy, LLC dated August 30, 2011. (+) | Exhibit 99.1 to the registrant's Form 8-K filed with the Commission on September 1, 2011 (File No. 000-51277). |
10.12 | Amended Employment Contract between Tracey L. Olson and Granite Falls Energy, LLC dated November 21, 2011. | Exhibit 10.34 to the registrant's Form 10-K filed with the Commission on January 30, 2012 (File No. 000-51277). | ||||
10.13 | CEO/GM Employment Contract between Steve Christensen and Granite Falls Energy, LLC dated April 19, 2012. | Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on June 14, 2012 (File No. 000-51277). | ||||
10.14 | Master Loan Agreement between United FCS, PCA and Granite Falls Energy, LLC dated August 22, 2012. | Exhibit 10.14 to the registrant's Form 10-K filed with the Commission on January 29, 2013 (File No. 000-51277). | ||||
10.15 | Revolving Term Loan Supplement between United FCS, PCA and Granite Falls Energy, LLC dated August 22, 2012. | Exhibit 10.15 to the registrant's Form 10-K filed with the Commission on January 29, 2013 (File No. 000-51277). | ||||
10.16 | Monitored Revolving Credit Supplement between United FCS, PCA and Granite Falls Energy, LLC dated August 22, 2012. | Exhibit 10.16 to the registrant's Form 10-K filed with the Commission on January 29, 2013 (File No. 000-51277). | ||||
10.17 | Membership Interest Purchase Agreement effective July 31, 2013 by and between Granite Falls Energy, LLC and Roland J. Fagen and Diane K. Fagen. | Exhibit 10.1 to the registrant's Form 10-Q filed with the Commission on September 16, 2013 (File No. 000-51277). | ||||
10.18 | Subscription Agreement Including Investment Representations, dated July 31, 2013, by and between Heron Lake BioEnergy, LLC and Project Viking, L.L.C. | Exhibit 10.2 to the registrant's Form 10-Q filed with the Commission on September 16, 2013 (File No. 000-51277). | ||||
10.19 | Subscription Supplement Agreement dated July 31, 2013, by and among Heron Lake BioEnergy, LLC, Granite Falls Energy, LLC and Project Viking, L.L.C. | Exhibit 10.3 to the registrant's Form 10-Q filed with the Commission on September 16, 2013 (File No. 000-51277). | ||||
10.20 | Management Services Agreement effective as of July 31, 2013 between Granite Falls Energy, LLC and Heron Lake BioEnergy, LLC. | Exhibit 10.4 to the registrant's Form 10-Q filed with the Commission on September 16, 2013 (File No. 000-51277). | ||||
10.21 | Secured Promissory Note dated July 31, 2013, between Roland (Ron) J. Fagen and Diane K. Fagen, jointly as Holder, and Granite Falls Energy, LLC, as Borrower. | Exhibit 10.5 to the registrant's Form 10-Q filed with the Commission on September 16, 2013 (File No. 000-51277). | ||||
10.22 | Promissory Note, dated July 23, 2013, between Granite Falls Bank, as Lender, and Project Viking, L.L.C. and Roland J. (Ron) Fagen, as Borrower. | Exhibit 10.6 to the registrant's Form 10-Q filed with the Commission on September 16, 2013 (File No. 000-51277). | ||||
10.23 | Assumption Agreement among Granite Falls Energy, LLC, Project Viking, L.L.C., Roland J. Fagen and Granite Falls Bank. | Exhibit 10.7 to the registrant's Form 10-Q filed with the Commission on September 16, 2013 (File No. 000-51277). | ||||
10.24 | Creditor and Debtors Agreement dated July 31, 2013 by and among Granite Falls Energy, LLC, Project Viking, L.L.C., Roland “Ron” J. Fagen and Granite Falls Bank. | Exhibit 10.8 to the registrant's Form 10-Q filed with the Commission on September 16, 2013 (File No. 000-51277). | ||||
10.25 | Revolving Credit Supplement dated July 26, 2013 between United FCS, PCA and Granite Falls Energy, LLC. | Exhibit 10.9 to the registrant's Form 10-Q filed with the Commission on September 16, 2013 (File No. 000-51277). | ||||
10.26 | Member Control Agreement of Heron Lake BioEnergy, LLC, as amended through August 30, 2011. | Exhibit 3.2 to Heron Lake BioEnergy, LLC's ("HLBE's") Form 8-K dated September 2, 2011 (File No. 000-51825). | ||||
10.27 | Indenture dated as of September 18, 2013, by and between Heron Lake BioEnergy, LLC and U.S. Bank National Association. | Exhibit 4.1 to HLBE's Form 8-K dated September 8, 2013 (File No. 000-51825). | ||||
10.28 | Industrial Water Supply Development and Distribution Agreement dated October 27, 2003 among Heron Lake BioEnergy, LLC (f/k/a Generation II Ethanol, LLC), City of Heron Lake, Jackson County, and Minnesota Soybean Processors. | Exhibit 10.10 to HLBE's Registration Statement on Form 10 filed on August 22, 2008 (the "2008 Registration Statement") (File No. 000-51825). |
10.29 | Industrial Water Supply Treatment Agreement dated May 23, 2006 among Heron Lake BioEnergy, LLC, City of Heron Lake and County of Jackson. | Exhibit 10.11 to HLBE's 2008 Registration Statement (File No. 000-51825). | ||||
10.30 | Secured Promissory Note issued December 28, 2007 by Heron Lake BioEnergy, LLC as borrower to Federated Rural Electric Association as lender in principal amount of $600,000. | Exhibit 10.20 to HLBE's 2008 Registration Statement (File No. 000-51825). | ||||
10.31 | Electric Service Agreement dated October 17, 2007 by and between Interstate Power and Light Company and Heron Lake BioEnergy, LLC. | Exhibit 10.22 to HLBE's 2008 Registration Statement (File No. 000-51825). | ||||
10.32 | Sixth Amended and Restated Master Loan Agreement dated to be effective as of May 17, 2013 by and among AgStar Financial Services, PCA and Heron Lake BioEnergy, LLC. | Exhibit 10.1 to HLBE's Form 10-Q for the quarter ended April 30, 2013 (File No. 000-51825). | ||||
10.33 | Second Amended and Restated Term Note dated May 17, 2013 in principal amount of $17,404,344 by Heron Lake BioEnergy, LLC to AgStar Financial Services, PCA as lender. | Exhibit 10.2 to HLBE's Form 10-Q for the quarter ended April 30, 2013 (File No. 000-51825). | ||||
10.34 | Second Amended and Restated Term Revolving Note dated May 17, 2013 in principal amount of $20,500,000 by Heron Lake BioEnergy, LLC to AgStar Financial Services, PCA as lender. | Exhibit 10.3 to HLBE's Form 10-Q for the quarter ended April 30, 2013 (File No. 000-51825). | ||||
10.35 | Sixth Amended and Restated Mortgage, Security Agreement and Assignment of Rents and Leases dated May 17, 2013 between Heron Lake BioEnergy, LLC and AgStar Financial Services, PCA. | Exhibit 10.4 to HLBE's Form 10-Q for the quarter ended April 30, 2013 (File No. 000-51825). | ||||
10.36 | Amendment No. 1 to Sixth Amended and Restated Master Loan Agreement dated effective as of July 31, 2013 between Heron Lake BioEnergy, LLC and AgStar Financial Services, PCA. | Exhibit 10.1 to HLBE's Form 8-K dated August 27, 2013 (File No. 000-51825). | ||||
10.37 | Corn Oil Marketing Agreement dated September 4, 2013 by and among Heron Lake BioEnergy, LLC and RPMG, Inc. (+) | Exhibit 10.76 to HLBE's Form 10-K/A for the year ended October 31, 2013 (File No. 000-51825). | ||||
10.38 | Ethanol Marketing Agreement dated September 17, 2013 by and among Heron Lake BioEnergy, LLC and Eco-Energy, LLC. (+) | Exhibit 10.77 to HLBE's Form 10-K for the year ended October 31, 2013 (File No. 000-51825). | ||||
10.39 | Distiller's Grain Off-Take Agreement dated September 24, 2013 by and among Heron Lake Bio-Energy, LLC and Gavilon Ingredients, LLC. (+) | Exhibit 10.78 to HLBE's Form 10-K/A for the year ended October 31, 2013 (File No. 000-51825). | ||||
10.40 | Amendment No. 3 Ethanol Marketing Agreement dated September 17, 2013 by and between Eco-Energy, LLC and Granite Falls Energy, LLC. (+) | Exhibit 10.40 to the registrant's Form 10-K filed with the Commission on January 29, 2014 (File No. 000-51277). | ||||
14.1 | Code of Ethics | Exhibit 14.1 to the registrant's Form 10-KSB filed with the Commission on March 30, 2004 (File No. 000-51277). | ||||
21.1 | Subsidiaries of the registrant | Exhibit 21.1 to the registrant's Form 10-K filed with the Commission on January 29, 2014 (File No. 000-51277). | ||||
31.1 | Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a) | X | ||||
31.2 | Certification of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a) | X |
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 | Exhibit 32.1 to the registrant's Form 10-K filed with the Commission on January 29, 2014 (File No. 000-51277). | ||||
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | Exhibit 32.2 to the registrant's Form 10-K filed with the Commission on January 29, 2014 (File No. 000-51277). | ||||
101 | The following financial information from Granite Falls Ethanol, LLC's Annual Report on Form 10-K for the fiscal year ended October 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets as of October 31, 2013 and October 31, 2012, (ii) Statements of Operations for the fiscal years ended October 31, 2013, 2012, and 2011, (iii) Statement of Changes in Members' Equity; (iv) Statements of Cash Flows for the fiscal years ended October 31, 2013, 2012, and 2011, and (v) the Notes to Financial Statements. | Previously furnished and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, with the registrant's Form 10-K filed with the Commission on January 29, 2014 (File No. 000-51277). |
1. | I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Granite Falls Energy, LLC; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
Date: | April 23, 2014 | /s/ Steve Christensen | |
Steve Christensen, Chief Executive Officer (Principal Executive Officer) |
1. | I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Granite Falls Energy, LLC; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
Date: | April 23, 2014 | /s/ Stacie Schuler | |
Stacie Schuler, Chief Financial Officer (Principal Financial Officer) |