##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the quarterly period ended June 30, 2009
 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 000-52617
 WESTERN DUBUQUE BIODIESEL, LLC
  Iowa
    
    20-3857933(State or other jurisdiction of organization)
    
    (I.R.S. Employer Identification No.)
 904 Jamesmeier Rd.
P.O. Box 82
Farley, IA 52046
 (563) 744-3554
 þ o
 Yes o No o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company þ
 o þ




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##### 



INDEX
 Page No.
 PART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures about Market Risks
    
    
    25Item 4. Controls and Procedures
    
    
    25PART II. OTHER INFORMATION
    
    
    25Item 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3. Defaults Upon Senior Securities
    
    
    27Item 4. Submission of Matters to Security Holders
    
    
    27Item 5. Other Information
    
    
    28Item 6. Exhibits
    
    
    28SIGNATURES
    
    
    28Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 WESTERN DUBUQUE BIODIESEL, LLC
 BALANCE SHEET
 June 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    580,268
    
    
    $
    7,553,554Margin deposits
    
    
    407,086
    
    
    
    5,000Accounts receivable  related party
    
    
    1,573,780
    
    
    
    1,525,310Other receivables
    
    
    12,342
    
    
    
    Incentive receivables
    
    
    419,679
    
    
    
    Inventory
    
    
    4,507,471
    
    
    
    542,401Derivative instruments
    
    
    1,411
    
    
    
    Prepaid expenses
    
    
    57,205
    
    
    
    84,444Total current assets
    
    
    7,559,242
    
    
    
    9,710,709PROPERTY, PLANT AND EQUIPMENTLand and land improvements
    
    
    3,091,093
    
    
    
    3,091,093Office building and equipment
    
    
    407,203
    
    
    
    407,203Plant and process equipment
    
    
    37,799,987
    
    
    
    37,758,600Vehicles
    
    
    42,537
    
    
    
    42,537Total, at cost
    
    
    41,340,820
    
    
    
    41,299,433Less accumulated depreciation
    
    
    4,199,194
    
    
    
    3,104,761Total property, plant and equipment
    
    
    37,141,626
    
    
    
    38,194,672OTHER ASSETSRestricted cash
    
    
    461,253
    
    
    
    337,337Loan origination fees, net of amortization
    
    
    333,057
    
    
    
    380,637Total other assets
    
    
    794,310
    
    
    
    717,974TOTAL ASSETS
    
    $
    45,495,178
    
    
    $
    48,623,355LIABILITIES AND MEMBERS EQUITYCURRENT LIABILITIESAccounts payable:Trade
    
    $
    280,074
    
    
    $
    506,615Related party
    
    
    70,300
    
    
    
    241,545Current portion of long-term debt
    
    
    26,479,690
    
    
    
    28,097,365Accrued interest
    
    
    
    
    
    
    16,346Accrued liabilities
    
    
    55,545
    
    
    
    141,348Deferred rent
    
    
    8,700
    
    
    
    Total current liabilities
    
    
    26,894,309
    
    
    
    29,003,219LONG-TERM LIABILITIESLong-term debt, less current portion above
    
    
    
    
    
    
    Total liabilities
    
    
    26,894,309
    
    
    
    29,003,219MEMBERS EQUITYContributed capital
    
    
    26,230,096
    
    
    
    26,230,096Accumulated deficit
    
    
    (7,629,227
    )
    
    
    (6,609,960
    )Total members equity
    
    
    18,600,869
    
    
    
    19,620,136TOTAL LIABILITIES AND MEMBERS EQUITY
    
    $
    45,495,178
    
    
    $
    48,623,355
   3




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##### Table of Contents



WESTERN DUBUQUE BIODIESEL, LLC
 STATEMENTS OF OPERATIONS
 (UNAUDITED)
 Three Months Ended
    
    
    Three Months Ended
    
    
    Six Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008REVENUESBiodiesel and by product sales  related party
    
    $
    2,364,366
    
    
    $
    17,075,895
    
    
    
    2,409,900
    
    
    $
    21,611,772Tolling services  related party
    
    
    
    
    
    
    
    
    
    
    1,030,385
    
    
    
    24,843Incentive funds
    
    
    426,252
    
    
    
    3,025,398
    
    
    
    426,252
    
    
    
    4,548,482Total revenues
    
    
    2,790,618
    
    
    
    20,101,293
    
    
    
    3,866,537
    
    
    
    26,185,097COST OF SALESMaterials, labor and overhead
    
    
    1,854,222
    
    
    
    19,407,182
    
    
    
    3,689,574
    
    
    
    25,685,459Net losses (gains) on derivative instruments
    
    
    431,239
    
    
    
    (239,037
    )
    
    
    420,503
    
    
    
    53,081Total cost of sales
    
    
    2,285,461
    
    
    
    19,168,145
    
    
    
    4,110,077
    
    
    
    25,738,540Gross profit (loss)
    
    
    505,157
    
    
    
    933,148
    
    
    
    (243,540
    )
    
    
    446,557OPERATING EXPENSESConsulting and professional fees
    
    
    73,979
    
    
    
    65,365
    
    
    
    144,181
    
    
    
    146,795Office and administrative expenses
    
    
    88,194
    
    
    
    116,581
    
    
    
    151,196
    
    
    
    251,365Total operating expenses
    
    
    162,173
    
    
    
    181,946
    
    
    
    295,377
    
    
    
    398,160OTHER INCOME (EXPENSE)Other income
    
    
    650
    
    
    
    1,700
    
    
    
    1,300
    
    
    
    1,700Interest income
    
    
    10,445
    
    
    
    8,460
    
    
    
    42,584
    
    
    
    35,489Interest expense
    
    
    (262,379
    )
    
    
    (419,830
    )
    
    
    (524,234
    )
    
    
    (957,378
    )Total other income (expense)
    
    
    (251,284
    )
    
    
    (409,670
    )
    
    
    (480,350
    )
    
    
    (920,189
    )NET INCOME (LOSS)
    
    $
    91,700
    
    
    $
    341,532
    
    
    $
    (1,019,267
    )
    
    $
    (871,792
    )BASIC AND DILUTED INCOME (LOSS) PER UNIT
    
    $
    3.08
    
    
    $
    11.47
    
    
    $
    (34.23
    )
    
    $
    (29.32
    )WEIGHTED AVERAGE UNITS OUTSTANDING,
BASIC AND DILUTED
    
    
    29,779
    
    
    
    29,779
    
    
    
    29,779
    
    
    
    29,738
   4




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WESTERN DUBUQUE BIODIESEL, LLC
 STATEMENTS OF CASH FLOWS
 Six Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (1,019,267
    )
    
    $
    (871,792
    )Adjustments to reconcile net loss to net cash used in by operating activitiesDepreciation
    
    
    1,094,433
    
    
    
    1,092,292Amortization
    
    
    47,580
    
    
    
    47,580Effects of changes in operating assets and liabilitiesMargin deposits
    
    
    (402,086
    )
    
    
    3,007,510Accounts receivable  related party
    
    
    (48,470
    )
    
    
    (815,810
    )Other receivables
    
    
    (12,342
    )
    
    
    144,539Incentive receivables
    
    
    (419,679
    )
    
    
    (942,241
    )Inventory
    
    
    (3,965,070
    )
    
    
    635,467Prepaid expenses
    
    
    27,239
    
    
    
    (828,468
    )Derivative instruments
    
    
    (1,411
    )
    
    
    (2,530,809
    )Accounts payable
    
    
    (397,786
    )
    
    
    (474,491
    )Accrued liabilities
    
    
    (102,149
    )
    
    
    (130,268
    )Deferred rent
    
    
    8,700
    
    
    
    Net cash used in by operating activities
    
    
    (5,190,308
    )
    
    
    (1,666,491
    )CASH FLOWS FROM INVESTING ACTIVITIESPayments for property, plant and equipment,
including construction in progress
    
    
    (41,387
    )
    
    
    (20,700
    )Sales tax refund from construction in process
    
    
    
    
    
    
    286,190Increase in restricted cash
    
    
    (123,916
    )
    
    
    (96,120
    )Net cash provided by (used in) investing activities
    
    
    (165,303
    )
    
    
    169,370CASH FLOWS FROM FINANCING ACTIVITIESProceeds from long-term debt
    
    
    
    
    
    
    939,540Payments on long-term debt
    
    
    (1,617,675
    )
    
    
    (1,094,019
    )Net cash used in by financing activities
    
    
    (1,617,675
    )
    
    
    (154,479
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (6,973,286
    )
    
    
    (1,651,600
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    7,553,554
    
    
    
    2,011,841CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    580,268
    
    
    $
    360,241
   5




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WESTERN DUBUQUE BIODIESEL, LLC
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
 NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Use of Estimates in Preparing Financial Statements
  Basis of Accounting
    Revenue Recognition
  Cash and Cash Equivalents
   Restricted Cash
  Accounts Receivable
   6




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WESTERN DUBUQUE BIODIESEL, LLC
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
  Derivative Instruments and Hedging Activities
  Inventories
  Property and Equipment
   YearsLand improvements
    
    
    20  40Office equipment
    
    
    5  10Office building
    
    
    30Plant and process equipment
    
    
    10  40Vehicles
    
    
    5  7
  Loan Origination Fees
  Income Taxes
   7




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WESTERN DUBUQUE BIODIESEL, LLC
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
 Earnings (Loss) Per Unit
  Cost of Sales
  Shipping and Handling Costs
  Environmental Liabilities
  Fair Value of Financial Instruments
  Current assets and current liabilities
 Long-term debt
 New Accounting Standards
 , Disclosures about Derivative Instruments and Hedging
Activities
 Date of FASB
Statement No. 157 Fair Value Measurements
  8




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WESTERN DUBUQUE BIODIESEL, LLC
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
 Interim Disclosure about Fair Value of Financial Instruments Disclosures about Fair Value of Financial Instruments Interim Financial Reporting
 Subsequent Events
 The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles  a replacement of FASB Statement No. 162
 NOTE 2  INCENTIVE PAYMENTS AND RECEIVABLE
  NOTE 3  INVENTORY
  June 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)Raw material
    
    $
    1,200,191
    
    
    $
    186,306Work in progress
    
    
    1,970,480
    
    
    
    146,334Finished goods
    
    
    1,336,898
    
    
    
    209,761Total
    
    $
    4,507,569
    
    
    $
    542,401
  9




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##### Table of Contents



WESTERN DUBUQUE BIODIESEL, LLC
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
 NOTE 4  LONG-TERM DEBT AND FINANCING
  June 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)Note payable to Marshall BankFirst for construction loan
 see details below
    
    $
    26,198,923
    
    
    $
    27,782,677Note payable to the Iowa Department of Economic
Development  see details below
    
    
    270,000
    
    
    
    300,000Note payable to Hodge Material Handling  see
details below
    
    
    10,767
    
    
    
    14,688Total
    
    
    26,479,690
    
    
    
    28,097,365Less current portion
    
    
    26,479,690
    
    
    
    28,097,365Long-term portion
    
    $
    
    
    
    $
    
  The Company was not in compliance with certain covenants as of
June 30, 2009 and December 31, 2008.
   10




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WESTERN DUBUQUE BIODIESEL, LLC
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
   NOTE 5  MEMBERS EQUITY
   NOTE 6  CASH FLOW DISCLOSURES
  Six Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2008Cash paid for interest
    
    $
    493,000
    
    
    $
    1,149,587
  Six Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2008Units issued in
exchange for
reduction in
construction
payable
    
    $
    
    
    
    $
    2,500,000Loan proceeds
transferred to debt
reserve fund
(restricted cash)
    
    $
    
    
    
    $
    75,344
 NOTE 7  RELATED PARTY TRANSACTIONS
   11




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WESTERN DUBUQUE BIODIESEL, LLC
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
        NOTE 8  COMMITMENTS AND CONTINGENCIES
  NOTE 9  FAIR VALUE OF FINANCIAL INSTRUMENTS
 Fair Value
Measurements
 
    
    Level 1Unadjusted quoted prices for identical assets and liabilities in active
markets;
 
    
    Level 2Quoted prices for similar assets and liabilities in active markets (other
than those included in Level 1) which are observable for the asset or liability, either
directly or indirectly; and
 
    
    Level 3Valuations derived from valuation techniques in which one or more
significant inputs or significant value drivers are unobservable.
  12




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WESTERN DUBUQUE BIODIESEL, LLC
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
  SignificantQuoted Prices in
    
    
    Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsJune 30, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Financial assets:Cash equivalents
    
    $
    484,259
    
    
    $
    484,259
    
    
    $
    
    
    
    $
    Commodity derivatives
    
    $
    1,411
    
    
    $
    1,411
    
    
    $
    
    
    
    $
    
  NOTE 10  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
 Disclosures about Derivative Instruments and Hedging Activities Accounting for
Derivative Instruments and Hedging Activities
 Objectives and Strategies for Holding Derivative Instruments
  Commodity Risk Management
  Accounting for Derivative Instruments and Hedging Activities
   13




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##### Table of Contents



WESTERN DUBUQUE BIODIESEL, LLC
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
  Fair Value of Derivative Instruments
 Balance Sheet
    
    
    Asset Derivatives
    
    
    Liability DerivativesClassification
    
    
    June 30, 2009
    
    
    June 30, 2009Derivatives not
designated as
hedging under SFAS
133:Commodity
contracts
 Heat
oil swaps
    
    Current Assets
    
    
    $
    1,411
    
    
    $
    
  Location of net loss
    
    
    Net income (loss)recognized in
    
    
    recognized in income onearnings on
    
    
    derivativederivative activities
    
    
    activitiesDerivatives not designated as
hedging instruments under SFAS 133Commodity contracts  Heat oil swaps
    
    Cost of sales
    
    $
    (420,503
    )
  NOTE 11  UNCERTAINTY
     14




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WESTERN DUBUQUE BIODIESEL, LLC
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
 NOTE 12  SUBSEQUENT EVENTS
   15




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Cautionary Statements Regarding Forward-Looking Statements
  
    
    The availability and terms and conditions of credit or equity financing needed to
continue our operations in the event that income from operations is insufficient for us to
continue biodiesel production;
 
    
    Our ability to generate free cash flow to invest in our business and service our debt;
 
    
    Our ability to comply with our loan covenants and the response of our lender to our
failure to comply with such covenants;
 
    
    Fuel prices, U.S. consumption of diesel and biodiesel and consumer attitudes regarding
the use of biodiesel;
 
    
    Continued higher than average prices of vegetable oils, particularly soybean oil and
animal fats and/or increases in the prices of other feedstock;
 
    
    Our ability to enter into toll manufacturing agreements or other arrangements that shift
responsibility for feedstock procurement and costs to other parties;
 
    
    The continued imposition of tariffs or other duties on biodiesel exported to Europe;
 
    
    Overcapacity within the biodiesel industry resulting in increased competition and costs
for feedstock and/or decreased prices for our biodiesel and glycerin;
 
    
    Changes in soy-based biodiesels qualification under the Renewable Fuel Standard;
 
    
    Decreased availability of soybean oil or other feedstock for any reason, including
reduction in soybean production due to increased corn production to service the ethanol
industry;
 
    
    Our ability to locate alternative feedstock to replace soybean oil (such as refined
animal fats) if desirable or necessary, particularly since we lack pretreatment
capabilities to enable us to process raw animal fats or other crude vegetable oils at our
plant;
 
    
    Our ability to market our products and our reliance on our marketer to market our
products;
 
    
    Changes in or elimination of governmental laws, tariffs, trade or other controls or
enforcement practices such as national, state or local energy policy; federal biodiesel tax
incentives; or environmental laws and regulations; and the ability of the biodiesel
industry to successfully lobby for mandates or other legislation beneficial to the
biodiesel industry;
 
    
    Changes in plant production capacity or technical difficulties in operating the plant
for any reason, including changes due to events beyond our control or as a result of
intentional reductions in production or plant shutdowns;
 
    
    Changes and advances in biodiesel production technology, including the ability of our
competitors to process raw animal fats or other feedstock which we are unable to process;
 
    
    Competition from alternative fuels; and
 
    
    Other factors described elsewhere in this report.
  16




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Overview
        17




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##### Table of Contents



Results of Operations for the Three Months Ended June 30, 2009
  Three Months Ended June 30, 2009
    
    
    Three Months Ended June 30, 2008(Unaudited)
    
    
    (Unaudited)Income Statement Data
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentRevenues
    
    $
    2,790,618
    
    
    
    100.00
    %
    
    $
    20,101,293
    
    
    
    100.00
    %Cost of Sales
    
    
    2,285,461
    
    
    
    81.90
    %
    
    
    19,168,145
    
    
    
    95.36
    %Gross Profit
    
    
    505,157
    
    
    
    18.10
    %
    
    
    933,148
    
    
    
    4.64
    %Operating Expenses
    
    
    162,173
    
    
    
    5.81
    %
    
    
    181,946
    
    
    
    0.91
    %Other Income (Expense)
    
    
    (251,284
    )
    
    
    (9.00
    %)
    
    
    (409,670
    )
    
    
    (2.04
    %)Net Income
    
    
    91,700
    
    
    
    3.29
    %
    
    
    341,532
    
    
    
    1.69
    %
 Revenues
  Three Months Ended June 30, 2009
    
    
    Three Months Ended June 30, 2008Revenue Source
    
    Amount
    
    
    % of Revenues
    
    
    Amount
    
    
    % of RevenuesBiodiesel/Glycerin Sales
    
    $
    2,364,366
    
    
    
    84.73
    %
    
    $
    17,075,895
    
    
    
    84.95
    %Tolling Services
    
    
    0
    
    
    
    0.0
    %
    
    
    0
    
    
    
    0.0
    %Incentive funds
    
    
    426,252
    
    
    
    15.27
    %
    
    
    3,025,398
    
    
    
    15.05
    %$
    2,790,618
    
    
    
    100.00
    %
    
    $
    20,101,293
    
    
    
    100.00
    %
    18




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Cost of Sales
     Operating Expenses
  Other Income (Expenses)
   19




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Results of Operations for the Six Months Ended June 30, 2009
  Six Months Ended June 30, 2009
    
    
    Six Months Ended June 30, 2008(Unaudited)
    
    
    (Unaudited)Income Statement Data
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentRevenues
    
    $
    3,866,537
    
    
    
    100.00
    %
    
    $
    26,185,097
    
    
    
    100.00
    %Cost of Sales
    
    
    4,110,077
    
    
    
    105.75
    %
    
    
    25,738,540
    
    
    
    98.29
    %Gross Profit (Loss)
    
    
    (243,540
    )
    
    
    (6.27
    %)
    
    
    446,557
    
    
    
    1.71
    %Operating Expenses
    
    
    295,377
    
    
    
    7.6
    %
    
    
    398,160
    
    
    
    1.52
    %Other Income (Expense)
    
    
    (480,350
    )
    
    
    (12.36
    %)
    
    
    (920,189
    )
    
    
    (3.51
    )%Net Income (Loss)
    
    
    (1,019,267
    )
    
    
    (26.23
    %)
    
    
    (871,792
    )
    
    
    (3.32
    )%
 Revenues
  Six Months Ended June 30, 2009
    
    
    Six Months Ended June 30, 2008Revenue Source
    
    Amount
    
    
    % of Revenues
    
    
    Amount
    
    
    % of RevenuesBiodiesel/Glycerin Sales
    
    $
    2,409,900
    
    
    
    62.33
    %
    
    $
    21,611,772
    
    
    
    82.53
    %Tolling Services
    
    
    1,030,385
    
    
    
    26.65
    %
    
    
    24,843
    
    
    
    0.1
    %Incentive funds
    
    
    426,252
    
    
    
    11.02
    %
    
    
    4,548,482
    
    
    
    17.37
    %$
    3,866,537
    
    
    
    100.00
    %
    
    $
    26,185,097
    
    
    
    100.00
    %
  Cost of Sales
   20




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##### Table of Contents



Operating Expenses
  Other Income (Expenses)
  Changes in Financial Condition for the Six Months Ended June 30, 2009
  June 30, 2009
    
    
    December 31, 2008Current Assets
    
    $
    7,559,242
    
    
    $
    9,710,709Current Liabilities
    
    
    26,894,309
    
    
    
    29,003,219Long-Term Liabilities
    
    
    0
    
    
    
    0Total Members Equity
    
    
    18,600,869
    
    
    $
    19,620,136
 Current Assets.
  Current Liabilities.
  Members Equity.
  Plan of Operations for the Next 12 Months
   21




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##### Table of Contents



Plant Operations
  Operating Budget and Financing of Plant Operations
   Critical Accounting Estimates
  Liquidity and Capital Resources
 Cash Flows
 Cash
Flow from Operating Activities.
 Cash Flow from Investing Activities.
 Cash Flow from Financing Activities.
  22




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##### Table of Contents



Sources of Funds
 Equity Financing.
 Debt Financing
       23




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##### Table of Contents



Government Programs and Grants
  Commodity Price Risk Protection
 Accounting for Derivative Instruments
and Hedging Activities
    Interest Rate Risk
   24




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##### Table of Contents



Distribution to Unit Holders
  Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risks
  
 Item 4. Controls and Procedures
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
   25




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##### Table of Contents



There are doubts about our ability to continue as a going concern and if we are unable to
continue our business, our units may have little or no value.
  Doubts about our ability to continue as a going concern may make it difficult to obtain
additional funds in the future.
 Liquidity issues could require us to cease operations.
 An increase in animal fat prices could damage our profitability.
 Our reliance on REG could damage our profitability.
   26




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##### Table of Contents



The imposition of duties or tariffs by the European Commission on biodiesel imported into
Europe could cause a significant decrease in our revenues.
 If implemented, the EPAs recent preliminary findings could reduce demand for soy-based
biodiesel and reduce our profitability.
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults upon Senior Securities
  
 Item 4. Submission of Matters to Security Holders
  Director Elections
    
    For
    
    
    Against
    
    
    AbstainWilliam Schueller
    
    
    9964
    
    
    
    0
    
    
    
    0Warren Bush
    
    
    9489
    
    
    
    175
    
    
    
    300David OBrien
    
    
    9939
    
    
    
    25
    
    
    
    0
  27




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##### Table of Contents



Item 5. Other Information
 Vacancy on Audit Committee
  
 Item 6. Exhibits
  Exhibit
    
    
    
    Method ofNo.
    
    Description
    
    Filing31.1
    
    
    Certificate pursuant to 17 CFR 240 13a-14(a)
    
    *31.2
    
    
    Certificate pursuant to 17 CFR 240 13a-14(a)
    
    *32.1
    
    
    Certificate pursuant to 18 U.S.C. Section 1350
    
    *32.2
    
    
    Certificate pursuant to 18 U.S.C. Section 1350
    
    *
 
 (*)
    
    Filed herewith. 
 SIGNATURES
  WESTERN DUBUQUE BIODIESEL, LLCDate: August 19, 2009
    /s/ Bruce KlostermannBruce KlostermannVice Chairman and Director
(Principal Executive Officer)Date: August 19, 2009
    /s/ George DavisGeorge Davis
Treasurer and Director
(Principal Financial and Accounting Officer)  28