Table of Contents

** **

 

** **

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q**

 

**x****      Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934.**

 

**For the fiscal quarter ended April 30, 2011**

 

**OR**

 

**o****         Transition report under Section 13 or 15(d) of the Exchange Act.**

 

**For the transition period from                      to                      .**

 

**COMMISSION FILE NUMBER 000-51825**

 

**HERON LAKE BIOENERGY, LLC**

(Exact name of Registrant as specified in its charter)

 

| **Minnesota**                                 | ** ** | **41-2002393**                       |
|-----------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of organization) |       | (I.R.S. Employer Identification No.) |

 

**91246 390th****Avenue, Heron Lake, MN 56137-1375**

(Address of principal executive offices)

 

**(507) 793-0077**

(Issuer’s telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes  o No

 

Indicate by check mark whether the registrant has submitted electronically 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).  o 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. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer o                                               |   | Accelerated filer o         |
|-------------------------------------------------------------------------|--------|----------------------------------|
|                                                                    |   |                             |
| Non-accelerated filer x   (Do not check if a smaller reporting company) |   | Smaller reporting company o |

 

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

 

As of June 14, 2011, there were 30,208,074 Class A units outstanding and 7,000,000 Class B units outstanding for an aggregate total of 37,208,074 capital units issued and outstanding.

 

 

 

----

Table of Contents

 

**INDEX**

 
| ** **                                                                                                | **Page No.** |
|-----------------------------------------------------------------------------------------------------------|-------------------|
| PART I.   FINANCIAL INFORMATION                                                                      |              |
| Item 1. Financial Statements                                                                         | 1                 |
| Item 2. Management’s Discussion and Analysis of   Financial Condition and Results of Operations | 17                |
| Item 3. Quantitative and Qualitative Disclosures About   Market Risk                                      | 25                |
| Item 4. Controls and Procedures                                                                      | 25                |
| PART II.   OTHER INFORMATION                                                                         |              |
| Item   1. Legal Proceedings                                                                               | 25                |
| Item 1A. Risk Factors                                                                                     | 25                |
| Item 2. Unregistered Sales of Equity Securities   and Use of Proceeds                                | 26                |
| Item 3. Defaults Upon Senior Securities                                                              | 26                |
| Item   4. [Removed and Reserved]                                                                          | 26                |
| Item   5. Other Information                                                                               | 26                |
| Item 6. Exhibits                                                                                     | 26                |
| SIGNATURES                                                                                                | 27                |

 

----

Table of Contents

 

**PART I.  FINANCIAL INFORMATION**

 

**Item 1.  Financial Statements**

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Condensed Consolidated Balance Sheets

 
| ** **                             | ** ** | **April 30,** | ** **  | **October 31,** | ** ** |
|----------------------------------------|------------|--------------------|-------------|----------------------|------------|
| ** **                             | ** ** | **2011**           | ** **  | **2010***            | ** ** |
| ** **                             | ** ** | **(Unaudited)**    | ** **  | ** **           | ** ** |
| **ASSETS**                             |       |               |        |                 |       |
| **Current Assets**                     |       |               |        |                 |       |
| Cash and equivalents                   |       | $                  | 1,764,027   |                 | $          | 1,523,318 |   |
| Restricted cash                        |       | 454,853            |        | 572,224              |       |
| Marketable securities restricted       |       | 650,000            |        | 400,000              |       |
| Accounts receivable                    |       | 5,632,832          |        | 5,017,229            |       |
| Inventory                              |       | 10,393,158         |        | 10,637,023           |       |
| Prepaid expenses                       |       | 326,531            |        | 104,519              |       |
| Total current assets                   |       | 19,221,401         |        | 18,254,313           |       |
|                                   |       |               |        |                 |       |
| Property and equipment                 |       |               |        |                 |       |
| Land and improvements                  |       | 12,208,498         |        | 12,208,498           |       |
| Plant buildings and equipment          |       | 94,497,119         |        | 94,480,582           |       |
| Vehicles and other equipment           |       | 631,433            |        | 620,788              |       |
| Office buildings and equipment         |       | 606,031            |        | 605,431              |       |
|                                   |       | 107,943,081        |        | 107,915,299          |       |
| Less accumulated depreciation          |       | (20,839,843        | )           | (18,111,652          | )          |
|                                   |       | 87,103,238         |        | 89,803,647           |       |
|                                   |       |               |        |                 |       |
| **Other Assets**                       |       |               |        |                 |       |
| Restricted cash                        |       | 229,404            |        | 395,982              |       |
| Other intangible assets, net           |       | 433,460            |        | 451,643              |       |
| Debt service deposits and other assets |       | 753,187            |        | 634,992              |       |
| Total other assets                     |       | 1,416,051          |        | 1,482,617            |       |
|                                   |       |               |        |                 |       |
| **Total Assets**                       |       | $                  | 107,740,690 |                 | $          | 109,540,577 |   |

 

See Notes to Condensed Consolidated Financial Statements

 

----

* Derived from audited financial statements

 

1

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Condensed Consolidated Balance Sheets

 
| ** **                                                                                                                       | ** ** | **April 30,** | ** **  | **October 31,** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|-------------|----------------------|------------|
| ** **                                                                                                                       | ** ** | **2011**           | ** **  | **2010***            | ** ** |
| ** **                                                                                                                       | ** ** | **(Unaudited)**    | ** **  | ** **           | ** ** |
| **LIABILITIES AND MEMBERS’ EQUITY**                                                                          |       |               |        |                 |       |
| **Current Liabilities**                                                                                                          |       |               |        |                 |       |
| Checks written in excess of bank balance                                                                                         |       | $                  | —      |                 | $          | 913,492 |   |
| Line of credit                                                                                                                   |       | 6,000,000          |        | 3,500,000            |       |
| Current maturities of long-term debt                                                                                             |       | 48,538,252         |        | 50,830,571           |       |
| Accounts payable:                                                                                                                |       |               |        |                 |       |
| Trade accounts payable                                                                                                           |       | 1,091,002          |        | 2,852,083            |       |
| Trade accounts payable — related party                                                                                      |       | 56,413             |        | 955,137              |       |
| Accrued expenses                                                                                                                 |       | 618,558            |        | 881,215              |       |
| Accrued losses on forward contracts                                                                                              |       | 56,103             |        | 707                  |       |
| Derivative instruments                                                                                                           |       | —             |        | 101,388              |       |
| Total current liabilities                                                                                                        |       | 56,360,328         |        | 60,034,593           |       |
|                                                                                                                             |       |               |        |                 |       |
| **Long-Term Debt,** net of   current maturities                                                                                  |       | 3,827,495          |        | 4,068,716            |       |
|                                                                                                                             |       |               |        |                 |       |
| **Commitments and Contingencies**                                                                                                |       |               |        |                 |       |
|                                                                                                                             |       |               |        |                 |       |
| **Members’ Equity,**30,208,074 Class A units issued and outstanding at April 30,   2011 and October 31, 2010 |       | 47,552,867         |        | 45,437,268           |       |
|                                                                                                                             |       |               |        |                 |       |
| **Total Liabilities and Members’   Equity**                                                                                 |       | $                  | 107,740,690 |                 | $          | 109,540,577 |   |

 

See Notes to Condensed Consolidated Financial Statements

 

----

*                                    Derived from audited financial statements

 

2

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Condensed Consolidated Statements of Operations

 
| ** **                                                   | ** ** | **Three Months   Ended April 30,** | ** ** | **Three Months   Ended April 30,** | ** ** |
|--------------------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                                                   | ** ** | **2011**                                          | ** ** | **2010**                                          | ** ** |
| ** **                                                   | ** ** | **(Unaudited)**                                   | ** ** | **(Unaudited)**                                   | ** ** |
|                                                         |       |                                              |       |                                              |       |
| **Revenues**                                                 |       | $                                                 | 38,022,811 |                                              | $          | 25,698,413 |   |
|                                                         |       |                                              |       |                                              |       |
| **Cost of Goods Sold**                                       |       |                                              |       |                                              |       |
| Cost of goods sold                                           |       | 36,034,533                                        |       | 24,842,423                                        |       |
| Lower of cost or market adjustment                           |       | 147,812                                           |       | 156,300                                           |       |
| **Total Cost of Goods Sold**                                 |       | 36,182,345                                        |       | 24,998,723                                        |       |
|                                                         |       |                                              |       |                                              |       |
| **Gross Profit**                                             |       | 1,840,466                                         |       | 699,690                                           |       |
|                                                         |       |                                              |       |                                              |       |
| **Selling, General, and   Administrative Expenses**          |       | (768,767                                          | )          | (1,042,113                                        | )          |
|                                                         |       |                                              |       |                                              |       |
| **Operating Income (Loss)**                                  |       | 1,071,699                                         |       | (342,423                                          | )          |
|                                                         |       |                                              |       |                                              |       |
| **Other Income (Expense)**                                   |       |                                              |       |                                              |       |
| Interest income                                              |       | 7,830                                             |       | 10,042                                            |       |
| Interest expense                                             |       | (641,437                                          | )          | (1,165,426                                        | )          |
| Other income                                                 |       | 582                                               |       | 5,194                                             |       |
| Total other expense, net                                     |       | (633,025                                          | )          | (1,150,190                                        | )          |
|                                                         |       |                                              |       |                                              |       |
| **Net Income (Loss)**                                        |       | $                                                 | 438,674    |                                              | $          | (1,492,613 | ) |
|                                                         |       |                                              |       |                                              |       |
| **Net Income (Loss) Per Unit -   Basic and Diluted**         |       | $                                                 | 0.01       |                                              | $          | (0.06 | ) |
|                                                         |       |                                              |       |                                              |       |
| **Weighted Average Units   Outstanding - Basic and Diluted** |       | 30,208,074                                        |       | 27,104,625                                        |       |

 

See Notes to Condensed Consolidated Financial Statements

 

3

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Condensed Consolidated Statements of Operations

 
| ** **                                                   | ** ** | **Six Months   Ended April 30,** | ** ** | **Six Months   Ended April 30,** | ** ** |
|--------------------------------------------------------------|------------|-------------------------------------------------|------------|-------------------------------------------------|------------|
| ** **                                                   | ** ** | **2011**                                        | ** ** | **2010**                                        | ** ** |
| ** **                                                   | ** ** | **(Unaudited)**                                 | ** ** | **(Unaudited)**                                 | ** ** |
|                                                         |       |                                            |       |                                            |       |
| **Revenues**                                                 |       | $                                               | 77,221,992 |                                            | $          | 55,385,628 |   |
|                                                         |       |                                            |       |                                            |       |
| **Cost of Goods Sold**                                       |       |                                            |       |                                            |       |
| Cost of goods sold                                           |       | 71,689,251                                      |       | 49,345,327                                      |       |
| Lower of cost or market adjustment                           |       | 466,030                                         |       | 789,199                                         |       |
| **Total Cost of Goods Sold**                                 |       | 72,155,281                                      |       | 50,134,526                                      |       |
|                                                         |       |                                            |       |                                            |       |
| **Gross Profit**                                             |       | 5,066,711                                       |       | 5,251,102                                       |       |
|                                                         |       |                                            |       |                                            |       |
| **Selling, General, and Administrative   Expenses**          |       | (1,464,535                                      | )          | (2,053,687                                      | )          |
|                                                         |       |                                            |       |                                            |       |
| **Operating Income**                                         |       | 3,602,176                                       |       | 3,197,415                                       |       |
|                                                         |       |                                            |       |                                            |       |
| **Other Income (Expense)**                                   |       |                                            |       |                                            |       |
| Interest income                                              |       | 25,546                                          |       | 24,296                                          |       |
| Interest expense                                             |       | (1,541,933                                      | )          | (2,106,766                                      | )          |
| Other income, net                                            |       | 29,808                                          |       | 10,604                                          |       |
| Total other expense, net                                     |       | (1,486,579                                      | )          | (2,071,866                                      | )          |
|                                                         |       |                                            |       |                                            |       |
| **Net Income**                                               |       | $                                               | 2,115,597  |                                            | $          | 1,125,549 |   |
|                                                         |       |                                            |       |                                            |       |
| **Net Income Per Unit - Basic and   Diluted**                |       | $                                               | 0.07       |                                            | $          | 0.04 |   |
|                                                         |       |                                            |       |                                            |       |
| **Weighted Average Units   Outstanding - Basic and Diluted** |       | 30,208,074                                      |       | 27,104,625                                      |       |

 

See Notes to Condensed Consolidated Financial Statements

 

4

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Condensed Consolidated Statements of Cash Flows

 
| ** **                                                                          | ** ** | **Six Months   Ended April 30,** | ** ** | **Six Months   Ended April 30,** | ** ** |
|-------------------------------------------------------------------------------------|------------|-------------------------------------------------|------------|-------------------------------------------------|------------|
| ** **                                                                          | ** ** | **2011**                                        | ** ** | **2010**                                        | ** ** |
| ** **                                                                          | ** ** | **(Unaudited)**                                 | ** ** | **(Unaudited)**                                 | ** ** |
| **Operating Activities**                                                            |       |                                            |       |                                            |       |
| Net income                                                                          |       | $                                               | 2,115,597  |                                            | $          | 1,125,549 |   |
| Adjustments to reconcile net income to net cash   provided by operating activities: |       |                                            |       |                                            |       |
| Depreciation and amortization                                                       |       | 2,746,374                                       |       | 2,810,631                                       |       |
| Lower of cost or market adjustments                                                 |       | 466,030                                         |       | 789,199                                         |       |
| Change in fair value of derivative instruments                                      |       | —                                          |       | (23,737                                         | )          |
| Change in operating assets and liabilities:                                         |       |                                            |       |                                            |       |
| Restricted cash                                                                     |       | (132,629                                        | )          | (20,383                                         | )          |
| Accounts receivable                                                                 |       | (615,603                                        | )          | (357,038                                        | )          |
| Inventory                                                                           |       | 229,204                                         |       | (2,577,561                                      | )          |
| Derivative instruments                                                              |       | (101,388                                        | )          | 25,072                                          |       |
| Prepaid expenses and other assets                                                   |       | (340,207                                        | )          | (243,444                                        | )          |
| Accounts payable                                                                    |       | (2,659,803                                      | )          | (901,781                                        | )          |
| Accrued expenses                                                                    |       | (262,657                                        | )          | 462,256                                         |       |
| Accrued loss on forward contracts                                                   |       | (395,973                                        | )          | (1,850,310                                      | )          |
| Net cash provided (used in) operating activities                                    |       | 1,048,945                                       |       | (761,547                                        | )          |
|                                                                                |       |                                            |       |                                            |       |
| **Investing Activities**                                                            |       |                                            |       |                                            |       |
| Capital expenditures                                                                |       | (27,782                                         | )          | (35,521                                         | )          |
| Net cash used in investing activities                                               |       | (27,782                                         | )          | (35,521                                         | )          |
|                                                                                |       |                                            |       |                                            |       |
| **Financing Activities**                                                            |       |                                            |       |                                            |       |
| Checks written in excess of bank balance                                            |       | (913,492                                        | )          | —                                          |       |
| Proceeds from line of credit, net                                                   |       | 2,500,000                                       |       | 1,750,000                                       |       |
| Payments of long-term debt                                                          |       | (2,533,540                                      | )          | (2,387,944                                      | )          |
| Release of restricted cash                                                          |       | 166,578                                         |       | 159,883                                         |       |
| Net cash used in financing activities                                               |       | (780,454                                        | )          | (478,061                                        | )          |
|                                                                                |       |                                            |       |                                            |       |
| **Net increase (decrease) in cash   and equivalents**                               |       | 240,709                                         |       | (1,275,129                                      | )          |
|                                                                                |       |                                            |       |                                            |       |
| **Cash and Equivalents****— Beginning of Period**                              |       | 1,523,318                                       |       | 3,184,074                                       |       |
|                                                                                |       |                                            |       |                                            |       |
| **Cash and Equivalents — End of   Period**                                     |       | $                                               | 1,764,027  |                                            | $          | 1,908,945 |   |
| ** **                                                                          |       |                                            |       |                                            |       |
| **Supplemental Cash Flow   Information**                                            |       |                                            |       |                                            |       |
| Total interest paid                                                                 |       | $                                               | 1,867,217  |                                            | $          | 1,743,454 |   |

 

Notes to Condensed Consolidated Financial Statements are an integral part of these Statements.

 

5

----

Table of Contents

** **

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Notes to Condensed Consolidated Financial Statements

 

April 30, 2011 (Unaudited)

 

**1.**              **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

 

The accompanying unaudited condensed consolidated interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. These financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in the Company’s audited financial statements for the year ended October 31, 2010, contained in the Company’s annual report on Form 10-K.

 

In the opinion of management, the condensed consolidated interim financial statements reflect all adjustments consisting of normal recurring accruals, with the exception of the adjustments to reduce forward contracts to net realizable value that we consider necessary to present fairly the Company’s results of operations, financial position and cash flows. The results reported in these condensed consolidated interim financial statements should not be regarded as necessarily indicative of results that may be expected for any other quarter or for the fiscal year.

 

*Nature of Business*

 

The Company owns and operates a 50 million gallon ethanol plant near Heron Lake, Minnesota.  In addition, the Company produces and sells distillers grains with solubles as co-products of ethanol production.

 

*Principles of Consolidation*

 

The financial statements include the accounts of Heron Lake BioEnergy, LLC and its wholly owned subsidiaries, Lakefield Farmers Elevator, LLC and HLBE Pipeline Company, LLC (See Note 12), collectively, the “Company.”  All significant intercompany balances and transactions are eliminated in consolidation.

 

*Accounting Estimates*

 

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  The Company uses estimates and assumptions in accounting for significant matters including, among others, the analysis of impairment of long-lived assets, and valuation of forward purchase contract commitments and inventory.  The Company periodically reviews estimates and assumptions, and the effects of revisions are reflected in the period in which the revision is made. Actual results could differ from those estimates.

 

*Marketable Securities*

 

Marketable securities consists of certificates of deposit, with effective maturities of generally one year or less. Management determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation as of each balance sheet date.

 

*Long-Lived Assets*

 

The Company reviews property and equipment and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the assets; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.  If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

 

6

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Notes to Condensed Consolidated Financial Statements

 

April 30, 2011 (Unaudited)

 

The Company’s ethanol production plant has a stated capacity of 50 million gallons per year.  The carrying value of the Company’s facilities at April 30, 2011 and October 31, 2010 was approximately $87.1 million and $89.8 million, respectively. In accordance with the Company’s policy for evaluating impairment of long-lived assets described above, management has evaluated the recoverability of the facilities based on projected future cash flows from operations over the facilities’ estimated useful lives. Management has determined that the projected future undiscounted cash flows from operations of these facilities exceed their carrying value at April 30, 2011 and October 31, 2010; therefore, no impairment loss was indicated or recognized. In determining the projected future undiscounted cash flows, the Company has made significant assumptions concerning the future viability of the ethanol industry, the future price of corn in relation to the future price of ethanol and the overall demand in relation to production and supply capacity.  Given the uncertainties in the ethanol industry, should management be required to adjust the carrying value of the facilities at some future point in time, the adjustment could be significant and could significantly impact the Company’s financial position and results of operations.  No adjustment has been made to these financial statements for this uncertainty.

 

*Fair Value of Financial Instruments*

 

The Company adopted guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

 

The three levels of the fair value hierarchy are as follows:

 

·                  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

·                  Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

·                  Level 3 inputs are unobservable inputs for the asset or liability.

 

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

 

Except for those assets and liabilities which are required by authoritative accounting guidance to be recorded at fair value in our balance sheets, the Company has elected not to record any other assets or liabilities at fair value. No events occurred during the quarters ended April 30, 2011 or October 31, 2010 that required adjustment to the recognized balances of assets or liabilities, which are recorded at fair value on a nonrecurring basis.

 

The carrying value of cash and equivalents, restricted cash, marketable securities, accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short maturity of these instruments. The fair value of long-term debt has been estimated using discounted cash flow analysis based upon the Company’s current incremental borrowing rates for similar types of financing arrangements. The fair value of outstanding debt will fluctuate with changes in applicable interest rates. Fair value will exceed carrying value when the current market interest rate is lower than the interest rate at which the debt was originally issued. The fair value of a company’s debt is a measure of its current value under present market conditions. It does not impact the financial statements under current accounting rules. The Company believes the carrying amount of the revolving term loan and line of credit approximates the fair value.

 

7

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Notes to Condensed Consolidated Financial Statements

 

April 30, 2011 (Unaudited)

 

The Company estimates the fair value of debt based on the difference between the market interest rate and the stated interest rate of the debt.   The carrying amount and the fair value of long-term debt are as follows:

 
| ** **                              | ** ** | **Carrying Amount** | ** ** | **Fair Value** | ** ** |
|-----------------------------------------|------------|--------------------------|------------|---------------------|------------|
|                                    |       |                     |       |                |       |
| Long-term debt at April 30, 2011   |       | $                        | 52,365,747 |                | $          | 49,405,099 |   |
| Long-term debt at October 31, 2010 |       | $                        | 54,899,287 |                | $          | 52,885,420 |   |

 

*Environmental Liabilities*

 

The Company’s operations are subject to environmental laws and regulations adopted by various governmental entities in the jurisdiction in which it operates.  These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its location.  Accordingly, the Company has adopted policies, practices, and procedures in the areas of pollution control, occupational health, and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability that could result from such events.  Environmental liabilities are recorded when the liability is probable and the costs can be reasonably estimated.

 

*Reclassifications*

 

The Company made reclassifications in the Condensed Consolidated Statement of Operations for the three and six months ended April 30, 2010, to conform with classifications for the three and six months ended April 30, 2011.  These reclassifications had no effect on members’ equity, net income or cash flows as previously presented.

 

**2.**            **GOING CONCERN**

 

The financial statements have been prepared on a going-concern basis, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

 

As a result of the Company’s financial performance, the Company violated certain financial covenants under its master loan agreement with AgStar Financial Services, PCA (“AgStar”) at the end of each quarter from January 31, 2009 to October 31, 2010, except the quarter ended July 31, 2010. At October 31, 2010, the Company was out of compliance with the minimum fixed charge coverage ratio covenant of the master loan agreement.  At January 31, 2011 and April 30, 2011, the Company was in compliance with its obligations under the master loan agreement and the amended forbearance agreement and the covenants contained therein. However, the Company anticipates that the owner equity ratio covenant of the master loan agreement will not be met as of the end of fiscal year 2011, unless amended.

 

At January 31, 2009, the Company reclassified the long-term debt related to this agreement to current liabilities because the Company was not in compliance with the minimum working capital requirement. That reclassification remains as of April 30, 2011 because of the actual and anticipated covenant defaults stated above.

 

At April 30, 2011, the Company’s total indebtedness to AgStar was approximately $53.8 million. All of the Company’s assets and real property are subject to security interests and mortgages in favor of AgStar as security for the obligations of the master loan agreement.

 

8

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Notes to Condensed Consolidated Financial Statements

 

April 30, 2011 (Unaudited)

 

On July 2, 2010, the Company entered into a forbearance agreement with AgStar by which AgStar agreed it would not declare a default under the master loan agreement or enforce any of the remedies available to it for the period of July 2, 2010 to the earlier of an event of default (as defined under the forbearance agreement) or December 31, 2010.  On December 30, 2010, the Company entered into an amended forbearance agreement with AgStar relating to its covenant violation at October 31, 2010. Under the amended forbearance agreement, AgStar agreed it would not declare a default under the loan documents or enforce any of the remedies available to it for the period of December 30, 2010 to the earlier of an event of default (as defined under the amended forbearance agreement) or March 1, 2011. On December 30, 2010, AgStar also agreed to extend the maturity date of the Company’s line of credit to March 1, 2011. Further, the amended forbearance agreement required the Company to obtain not less than $4.5 million in additional equity investments by March 1, 2011, the proceeds of which would be held in escrow pending the Company and AgStar entering into mutually agreeable amendments to the master loan agreement and related loan documents.  The amended forbearance agreement provided that failure of the Company to meet this requirement would constitute an event of default.

 

On March 1, 2011, the Company entered into a second amended forbearance agreement with AgStar that extended the forbearance period to the later of (i) April 1, 2011 or (ii) the occurrence of an event of default (as defined under the second amended forbearance agreement), but in any case no later than May 1, 2011. On March 1, 2011, AgStar also agreed to extend the maturity date of the revolving line of credit loan to match the extended forbearance period in the second amended forbearance agreement. In exchange for AgStar agreeing to extend the forbearance period under the second amended forbearance agreement and the maturity date of the revolving line of credit, the Company paid the amount equal to fifty percent (50%) of the deferred interest pursuant to the provisions of section 5.d. of the forbearance agreement, in full satisfaction of the obligation of the Company to pay the deferred interest. By extending the forbearance period under the second amended forbearance agreement, AgStar also extended the date by which the Company must obtain not less than $4.5 million in additional equity investments to the end of the new forbearance period.

 

On April 27, 2011, the Company entered into the following three agreements with AgStar to extend the maturity date of the revolving line of credit loan and extend the forbearance period of the forbearance agreement to July 1, 2011, provided that the Company accomplish certain restructuring milestones on or before specified dates.

 

1.               Under a Third Amendment to Forbearance Agreement, AgStar agreed it will not declare a default under the loan documents or enforce any remedies available to it under the loan documents or applicable law on account of the Company’s default beginning on April 27, 2011, and ending on the earlier of (i) July 1, 2011 or (ii) the occurrence of an event of default (as defined under the third amendment to forbearance agreement), provided that certain conditions precedent have been satisfied and the Company complies with the terms of the third amendment to forbearance agreement.  Under the third amendment to forbearance agreement, the Company’s failure to meet or achieve certain milestones on or before specified dates will be considered additional events of default.  The milestones include (i) submitting an updated performance improvement plan to AgStar on or before April 22, 2011, which the Company has met; (ii) delivering an executed letter of intent acceptable to AgStar in its sole discretion on or before May 20, 2011 that addresses completion of anticipated capital improvements to convert the Company’s ethanol production facility to natural gas and such other matters as AgStar may reasonably request, which the Company has met; (iii) timely filing the Company’s quarterly report on Form 10-Q with the Securities and Exchange Commission; (iv) closing on the new equity requirement of section 10 of the third amendment to forbearance agreement on or before July 1, 2011, or be scheduled to close on the new equity within a reasonable time thereafter; and (v) completing certain project milestones on or before July 1, 2011 related to future anticipated capital improvements to convert the Company’s ethanol production facility to natural gas.

 

2.               Under an Amendment No. 2 to Amended and Restated Fifth Supplement to the Master Loan Agreement dated December 30, 2010, AgStar agreed to extend the revolving line of credit loan maturity date to the later of (i) July 1, 2011 or (ii) the occurrence of an event of default (as defined under the third amendment to forbearance agreement).

 

3.               Under an Allonge No. 2, the maturity date of the Third Amended and Restated Revolving Line of Credit Note was extended to match the extended maturity date described in the Amendment No. 2 to Amended and Restated Fifth Supplement to the Master Loan Agreement.

 

9

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Notes to Condensed Consolidated Financial Statements

 

April 30, 2011 (Unaudited)

 

On April 27, 2011, the Company also entered into an Amended and Restated Fourth Supplement to the Master Loan Agreement with AgStar.  Under the amended and restated fourth supplement, AgStar agreed to modify the term revolving loan to allow for investment of revolving advances in certain future anticipated capital improvements to convert the Company’s ethanol production facility to natural gas.  In exchange for this amendment, the Company agreed to reaffirm certain representations and warranties and proceed with the natural gas conversion in accordance with the initial construction plans, specifications and budgets provided to AgStar.

 

On April 27, 2011, the Company also entered into Amendment No. 1 to Fourth Amended and Restated Master Loan Agreement dated October 1, 2007 with AgStar.  Under this amendment, affirmative covenants relating to future anticipated capital improvements to convert the Company’s ethanol production facility to natural gas were added to the Company’s covenants to AgStar under the master loan agreement, and failure to complete natural gas conversion in accordance with such covenants was added to the events constituting an event of default under the master loan agreement.

 

As of April 30, 2011, $6.0 million was outstanding on the line of credit. The Company intends to seek an extension of the maturity date of its line of credit with AgStar beyond July 1, 2011, but such an extension cannot be assured.  The Company would likely not have adequate cash to repay the amounts outstanding on its line of credit on July 1, 2011, if AgStar did not extend the maturity date.  Further, without an amendment to the owner equity ratio covenant in the master loan agreement, the Company anticipates that it will be in violation of this covenant of the master loan agreement at October 31, 2011.

 

The Company’s failure to comply with its obligations under the third amendment to forbearance agreement, failure to comply with the covenants of the master loan agreement or its failure to repay the revolving line of credit loan when due would result in an event of default under the master loan agreement, entitling AgStar to accelerate and declare due all amounts outstanding under the master loan agreement.

 

If AgStar exercises its right to accelerate the maturity of the debt outstanding under the master loan agreement, the Company will not have adequate available cash to repay the amounts outstanding.  While an event of default exists, the Company is not permitted to borrow additional funds under its line of credit or revolving term note without AgStar’s consent. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

**3.**              **UNCERTAINTIES**

 

The Company has certain risks and uncertainties that it experienced during volatile market conditions such as what the Company experienced during fiscal 2011 and 2010. These volatilities can have a severe impact on operations. The Company’s revenues are derived from the sale and distribution of ethanol and distillers grains to customers primarily located in the U.S. Corn for the production process is supplied to the plant primarily from local agricultural producers.  Ethanol sales average 75% - 85% of total revenues and corn costs average 65% - 75% of cost of goods sold.

 

The Company’s operating and financial performance is largely driven by the prices at which it sells ethanol and the net expense of corn. The price of ethanol is influenced by factors such as supply and demand, the weather, government policies and programs, unleaded gasoline prices and the petroleum markets as a whole. Excess ethanol supply in the market, in particular, puts downward pressure on the price of ethanol. The largest cost of production is corn. The cost of corn is generally impacted by factors such as supply and demand, the weather, government policies and programs, and a risk management program used to protect against the price volatility of these commodities. Market fluctuations in the price of and demand for these products may have a significant adverse effect on the Company’s operations, profitability and the availability and adequacy of cash flow to meet the Company’s working capital requirements.

 

10

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Notes to Condensed Consolidated Financial Statements

 

April 30, 2011 (Unaudited)

 

**4.**              **FAIR VALUE MEASUREMENTS**

 

The following table provides information on those assets measured at fair value on a recurring basis.  The Company had no derivative instruments at April 30, 2011.

 
| ** **                       | ** ** | **Fair Value as of** | ** ** | **Fair Value Measurement Using** | ** ** |
|----------------------------------|------------|-------------------------------------|------------|-------------------------------------------------|------------|
| ** **                       | ** ** | **October 31, 2010**      | ** ** | **Level 1**                                | ** ** | **Level 2** | ** ** | **Level 3** | ** ** |
|                             |       |                                |       |                                            |       |   |   |   |   |
| Commodity derivative instruments |       | $                                   | (101,388   | )                                               | $          | (101,388 | ) | $ | — |   | $ | — |   |
|                                  |            |                                     |            |                                                 |            |  |  |  |  |  |  |  |  |

 

The fair value of derivative instruments is based on quoted market prices in active markets.

 

**5.**              **INVENTORY**

 

Inventory consisted of the following at April 30, 2011 and October 31, 2010:

 
| ** **      | ** ** | **April 30,** | ** ** | **October 31,** | ** ** |
|-----------------|------------|--------------------|------------|----------------------|------------|
| ** **      | ** ** | **2011**           | ** ** | **2010 ***      | ** ** |
| Raw materials   |       | $                  | 6,720,588  |                 | $          | 5,995,564 |   |
| Work in process |       | 1,428,056          |       | 1,042,844            |       |
| Finished goods  |       | 1,292,582          |       | 2,021,672            |       |
| Supplies        |       | 841,116            |       | 826,213              |       |
| Other grains    |       | 110,816            |       | 750,730              |       |
| Total           |       | $                  | 10,393,158 |                 | $          | 10,637,023 |   |

 

----

*    Derived from audited financial statements

 

The Company recorded losses of approximately $15,000 for both the three and six months ended April 30, 2011, and approximately $9,000 and $67,000 for the three and six months ended April 30, 2010, respectively, related to inventory, in addition to losses recorded on forward purchase contracts as noted in Note 10, where the market value was less than the cost basis, attributable primarily to decreases in market prices of corn and ethanol. The loss was recorded with the lower of cost or market adjustment in the statement of operations. In addition, the Company stored grain inventory for farmers.  The value of these inventories owned by others is approximately $441,000 and $2,543,000 based on market prices at April 30, 2011 and October 31, 2010, respectively, and is not included in the amounts above.

 

**6.**              **DERIVATIVE INSTRUMENTS**

 

As of April 30, 2011, the Company has no corn or ethanol derivative instruments, which are required to be recorded as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheet. Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the derivative instrument and the related change in value of the underlying hedged item and when the Company formally documents, designates, and assesses the effectiveness of transactions that receive hedge accounting initially and on an on-going basis. The Company must designate the hedging instruments based upon the exposure being hedged as a fair value hedge or a cash flow hedge. The Company does not enter into derivative transactions for trading purposes.

 

The Company enters into corn and ethanol derivatives in order to protect cash flows from fluctuations caused by volatility in commodity prices for periods up to 24 months. These derivatives are put in place to protect gross profit margins from potentially adverse effects of market and price volatility on ethanol sales and corn purchase commitments where the prices are set at a future date. Although these derivative instruments serve the Company’s purpose as an economic hedge, they are not designated as effective hedges for accounting purposes. For derivative instruments that are not accounted for as hedges, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. As of April 30, 2011, the Company had no outstanding derivative instruments.

 

11

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Notes to Condensed Consolidated Financial Statements

 

April 30, 2011 (Unaudited)

 

In addition, as of April 30, 2011, the Company had no restricted cash related to margin requirements for the Company’s derivative instrument positions.

 

The following tables provide details regarding the gains and (losses) from the Company’s derivative instruments included in the Condensed Consolidated Statements of Operations, none of which are designated as hedging instruments:

 
| ** **        | ** ** | **Statement of**        | ** ** | **Three-Months Ended April 30,** | ** ** |
|-------------------|------------|------------------------------|------------|-------------------------------------------------|------------|
| ** **        | ** ** | **Operations location** | ** ** | **2011**                                        | ** ** | **2010** | ** ** |
| Corn contracts    |       | Cost   of goods sold         |       | $                                               | (26,000    | ) | $ | 9,000 |   |
|              |       |                         |       |                                            |       |   |   |
| Ethanol contracts |       | Revenues                     |       | (24,000                                         | )          | (138,000 | ) |
| Totals            |       |                         |       | $                                               | (50,000    | ) | $ | (129,000 | ) |
| ** **        | ** ** | ** **                   | ** ** | ** **                                      | ** ** | ** ** | ** ** |
| ** **        | ** ** | **Statement of**        | ** ** | **Six-Months Ended April 30,**   | ** ** |
| ** **        | ** ** | **Operations location** | ** ** | **2011**                                        | ** ** | **2010** | ** ** |
| Corn contracts    |       | Cost   of goods sold         |       | $                                               | (192,000   | ) | $ | 9,000 |   |
|              |       |                         |       |                                            |       |   |   |
| Ethanol contracts |       | Revenues                     |       | (24,000                                         | )          | (138,000 | ) |
| Totals            |       |                         |       | $                                               | (216,000   | ) | $ | (129,000 | ) |

 

**7.**              **LINE OF CREDIT**

 

Under the master loan agreement, the Company has a revolving line of credit loan with AgStar for a maximum commitment of $6,750,000, subject to a defined borrowing base.  By a series of amendments to the master loan agreement with AgStar, the maturity of the revolving line of credit was extended from its original maturity of November 1, 2009 to June 30, 2010.  On July 2, 2010, as part of a forbearance agreement, the Company and AgStar agreed upon renewal terms for the Company’s line of credit loan with a new maturity date of December 31, 2010 . On December 30, 2010, AgStar renewed its revolving line of credit loan commitment in an aggregate principal amount outstanding at any one time not to exceed $6,750,000 or 75% of certain accounts receivable and inventory amounts, with a maturity date of March 1, 2011.  On March 1, 2011, as part of the second amended forbearance agreement, AgStar extended the maturity date of the revolving line of credit loan to the later of April 1, 2011 or an event of default (as defined under the second amended forbearance agreement), but in any case no later than May 1, 2011.  On April 27, 2011, as part of the third amendment to forbearance agreement, AgStar extended the maturity date of the revolving line of credit loan to the earlier of July 1, 2011 or an event of default (as defined under the third amendment to forbearance agreement).

 

Interest accrues on borrowings at the greater of 6.0% or the one month LIBOR plus 3.25%, which totaled 3.51% at April 30, 2011 and October 31, 2010.  The Company must pay a 0.25% commitment fee on the average daily unused portion of the line of credit.  At April 30, 2011 and October 31, 2010, outstanding borrowings on the line of credit were $6.0 million and $3.5 million, respectively. Amounts available under the line of credit are reduced by outstanding standby letters of credit.

 

As described in Note 2, the Company was not in compliance with the fixed charge ratio covenant of the master loan agreement at October 31, 2010.  Further, without an amendment to the owner equity ratio covenant in the master loan agreement, the Company anticipates that it will be in violation of this covenant at October 31, 2011.  However, the Company was in compliance with the covenants of its master loan agreement and amended forbearance agreement with AgStar at April 30, 2011.

 

12

----

Table of Contents

** **

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Notes to Condensed Consolidated Financial Statements

 

April 30, 2011 (Unaudited)

 

**8.**              **DEBT FINANCING**

 

Debt financing consists of the following:

 
| ** **                                                    | ** ** | **April 30,** | ** ** | **October 31,** | ** ** |
|---------------------------------------------------------------|------------|--------------------|------------|----------------------|------------|
| ** **                                                    | ** ** | **2011**           | ** ** | **2010***            | ** ** |
| Term note payable to lending institution, see   terms below   |       | $                  | 46,669,580 |                 | $          | 48,967,611 |   |
|                                                          |       |               |       |                 |       |
| Revolving term note to lending institution, see   terms below |       | 1,155,872          |       | 1,155,872            |       |
|                                                          |       |               |       |                 |       |
| Assessments payable                                           |       | 3,418,520          |       | 3,431,170            |       |
|                                                          |       |               |       |                 |       |
| Notes payable to electrical company                           |       | 1,094,382          |       | 1,304,129            |       |
|                                                          |       |               |       |                 |       |
| Equipment note                                                |       | 27,393             |       | 40,505               |       |
|                                                          |       |               |       |                 |       |
| Total                                                         |       | 52,365,747         |       | 54,899,287           |       |
|                                                          |       |               |       |                 |       |
| Less amounts due on demand or within one year                 |       | 48,538,252         |       | 50,830,571           |       |
|                                                          |       |               |       |                 |       |
| Net long term debt                                            |       | $                  | 3,827,495  |                 | $          | 4,068,716 |   |

 

----

*    Derived from audited financial statements

 

As described in Note 2, the Company has previous unwaived loan covenant violations and anticipates it will not be in compliance with the owner equity ratio covenant of the master loan agreement with AgStar as of October 31, 2011.  As a result, the long-term portion of the debt with AgStar remains classified as current.

 

*Term Note*

 

Under the master loan agreement with AgStar, the Company has a term note with outstanding indebtedness of $46.7 million and $49.0 million at April 30, 2011 and October 31, 2010, respectively.

 

In May 2008, the Company locked in an interest rate of 6.58% on $45.0 million of the note for three years ending April 30, 2011. The remainder of the amount outstanding on the term note is subject to a variable rate based on LIBOR plus 3.25%, which percentage is subject to reduction based upon the ratio of members’ equity to assets. The Company makes equal monthly payments of principal and interest of approximately $640,000 to amortize the note over a period not to exceed ten years, with a final balloon payment due in October 2012. In addition, the Company is required to make additional payments on the term note from excess cash flow, as defined in the master loan agreement, up to $2.0 million per year to AgStar until the Company reaches a specified financial ratio.

 

13

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Notes to Condensed Consolidated Financial Statements

 

April 30, 2011 (Unaudited)

 

*Revolving Term Note*

 

Under the master loan agreement with AgStar, the Company has a revolving term note for cash and inventory management purposes. The maximum amount available under the revolving term note is reduced each year by $500,000.  As of April 30, 2011 the maximum amount of the revolving term note was $3.5 million. The applicable interest rate on the revolving note is 3.25% above the one month LIBOR rate. The Company accrued an additional 2.0% in default interest on all of its indebtedness to AgStar from February 1, 2010 through July 2, 2010 because of covenant defaults.  The revolving term note will mature on October 1, 2012. The Company pays a commitment fee of 0.35% per annum on the unused portion of the revolving term note.  At April 30, 2011 and October 31, 2010, there was approximately $1.1 million outstanding on the revolving term note.

 

As described in Note 2, the Company was not in compliance with the fixed charge ratio covenant of the master loan agreement at October 31, 2010 and does not anticipate being in compliance as of and for the period ending October 31, 2011.  Because of previously unwaived violations, amounts due under the term note and revolving term note have been classified as current liabilities.  However, the Company was in compliance with the covenants of its master loan agreement with AgStar at January 31, 2011 and April 30, 2011.

 

Estimated maturities of long-term debt after reclassification to current at April 30, 2011 are as follows:

 
| 2011                 |   | $         | 48,538,252 |   |
|----------------------|--------|-----------|------------|--------|
| 2012                 |   | 616,220   |       |
| 2013                 |   | 366,895   |       |
| 2014                 |   | 383,339   |       |
| 2015                 |   | 400,879   |       |
| After 2015           |   | 2,060,162 |       |
|                 |   |      |       |
| Total long-term debt |   | $         | 52,365,747 |   |

 

**9.             LEASES**

 

The Company leases equipment, primarily rail cars, under operating leases through 2017.   Rent expense for the six months ended April 30, 2011 and 2010 was approximately $936,000 and $895,000, respectively.

 

At April 30, 2011, the Company had the following minimum future lease payments, which at inception had non-cancelable terms of more than one year:

 
| 2012                    |   | $         | 1,664,010 |   |
|-------------------------|--------|-----------|-----------|--------|
| 2013                    |   | 1,595,683 |      |
| 2014                    |   | 1,561,308 |      |
| 2015                    |   | 849,475   |      |
| 2016                    |   | 831,600   |      |
| Thereafter              |   | 1,108,800 |      |
|                    |   |      |      |
| Total lease commitments |   | $         | 7,610,876 |   |

 

14

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Notes to Condensed Consolidated Financial Statements

 

April 30, 2011 (Unaudited)

 

**10.**              **COMMITMENTS AND CONTINGENCIES**

 

*Legal Proceedings*

 

Permit Matters

 

The costs associated with obtaining and complying with permits and complying with environmental laws have increased the Company’s costs of construction, production and continued operation. In particular, the Company has incurred significant expense relating to its air-emission permit in four categories: (1) obtaining the air emissions permit from the Minnesota Pollution Control Agency (“MPCA”); (2) compliance with the air emissions permit and the terms of the Company’s compliance agreement with the MPCA; (3) a March 2008 notice of violation from the MPCA that was resolved in December 2010 though a stipulation agreement.

 

On December 16, 2010, the MPCA issued a new air emissions permit to the Company that supersedes its previously granted air permit and the compliance agreement.  The new air permit establishes the applicable limits for each type of emission generated by the Company’s ethanol plant.  The permit also requires the Company to take additional actions relating to its plant and its operations within certain time frames, relating to mercury emissions.  The Company expects to seek amendments to its air emissions permit to convert the Company’s ethanol plant to natural gas pending regulatory approvals in form acceptable to the Company, and may incur additional costs in connection with the permit amendment, as well as improvements to its plant to convert to natural gas and to ensure compliance with its permit and planned amendments.  Under the amended and restated fourth supplement to the master loan agreement with AgStar, advances from the Company’s term revolving note may be used for anticipated capital improvements to supply natural gas to the Company’s ethanol plant and convert the ethanol plant to natural gas pending regulatory approvals in form acceptable to the Company.

 

On December 16, 2010, the Company entered into a stipulation agreement with the MPCA relating to the March 2008 notice of violation.  Under the stipulation agreement, the Company agreed to pay a civil penalty of $66,000, of which $54,000 was paid within thirty days and up to $12,000 may be satisfied through the Company’s delivery of a building capture efficiency study.

 

While the Company’s air emissions permit issue was resolved with the December 16, 2010 issuance of a new air permit by the MPCA, and the Company has addressed the notice of violation through a stipulation agreement, the Company anticipates future expense associated with its planned permit amendment pending regulatory approvals in form acceptable to the Company and compliance with its air permit and environmental laws.  A violation of environmental laws, regulations or permit conditions can result in substantial fines, natural resource damage, criminal sanctions, permit revocations and/or plant shutdown, any of which could have a material adverse effect on the Company’s operations.  The inability of the Company to obtain permit and regulatory approvals in form acceptable to the Company to convert its ethanol plant to natural gas may result in the Company violating certain covenants under its loan agreements with AgStar which could have a material adverse effect on the Company.

 

*Contractual Obligations*

 

The following table provides information regarding the consolidated contractual obligations of the Company as of April 30, 2011:

 
| ** **                     | ** ** | **Total**  | ** ** | **Less than   One Year** | ** ** | **One to Three   Years** | ** ** | **Three to   Five Years** | ** ** | **Greater   Than Five   Years** | ** ** |
|--------------------------------|------------|------------|------------|------------------------------------|------------|------------------------------------|------------|-------------------------------------|------------|--------------------------------------|------------|
| Long-term debt obligations (1) |       | $          | 57,549,165 |                               | $          | 51,397,308                         |       | $                                   | 2,579,497  |                                 | $          | 1,087,377 |   | $ | 2,484,983 |   |
| Operating lease obligations    |       | 7,610,876  |       | 1,664,010                          |       | 3,156,991                          |       | 1,681,075                           |       | 1,108,800                            |       |
| Purchase obligations (2)       |       | 20,815,829 |       | 20,375,891                         |       | 439,938                            |       | —                              |       | —                               |       |
| Total contractual obligations  |       | $          | 85,975,870 |                               | $          | 73,437,209                         |       | $                                   | 6,176,426  |                                 | $          | 2,768,452 |   | $ | 3,593,783 |   |

 

----

(1)                                  Long-term debt obligations include estimated interest and interest on unused debt.

(2)                                  Purchase obligations primarily include forward contracts for corn and coal.

 

15

----

Table of Contents

 

**HERON LAKE BIOENERGY, LLC AND SUBSIDIARIES**

 

Notes to Condensed Consolidated Financial Statements

 

April 30, 2011 (Unaudited)

 

*Forward Contracts*

 

The Company has forward contracts in place for corn purchases of approximately $15.0 million through July 2011, which represents approximately 22% of the Company’s anticipated corn purchases for the remainder of fiscal 2011.

 

Currently, some of these corn contract prices are above market prices for corn. Given the recent changing price of corn upon taking delivery under these contracts, the Company would incur a loss. Accordingly, the Company recorded a loss on purchase commitments of approximately $133,000 and $451,000 for the three and six months ended April 30, 2011, respectively.  The loss was recorded as a lower of cost or market adjustment on the statement of operations. The amount of the loss was determined by applying a methodology similar to that used in the lower of cost or market evaluation with respect to inventory. Given the uncertainty of future ethanol prices, this loss may or may not be recovered, and further losses on the outstanding purchase commitments could be recorded in future periods.

 

**11.**           **RELATED PARTY TRANSACTIONS**

 

The Company’s purchases of corn from members totaled approximately $15.0 million and $9.2 million during the three months ended April 30, 2011 and 2010, respectively.  The Company purchased corn from members of approximately $24.8 million and $21.0 million during the six months ended April 30, 2011 and 2010, respectively.

 

**12.**           **SUBSEQUENT EVENTS**

 

On May 19, 2011, the Company entered into a subscription agreement with Project Viking, LLC, a related party, to purchase from the Company 7,000,000 of the Company’s Class B units at a purchase price of $0.50 per unit totaling $3,500,000.  As a result of the purchase of units Project Viking, LLC will now have the right to appoint four governors to the Company’s Board .  The Class B units share equally in earnings or losses, distributions, and voting rights with Class A units.

 

On April 22, 2011 HLBE Pipeline Company, LLC, a new wholly owned subsidiary of the Company was formed.  The Company will contribute $2.2 million to HLBE Pipeline Company, LLC, which it has 100% ownership interest in.   HLBE Pipeline Company, LLC will use its funds to obtain a 73% ownership of Agrinatural Gas, LLC which was formed to construct, own and operate a natural gas pipeline that will provide natural gas to the Company’s ethanol production facility.  As part of the terms and conditions of the subscription agreement, Project Viking, LLC agreed to guaranty the repayment and performance of up to $1,000,000 of indebtedness that lenders may provide to Agrinatural Gas, LLC.

 

16

----

Table of Contents

 

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

 

*This Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains, in addition to historical information, forward-looking statements that are based on our expectations, beliefs, intentions or future strategies. These statements are subject to risks and uncertainties that could cause actual results to**differ materially from the statements because of certain factors, including those set forth under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended October 31, 2010, as well as in other filings we make with the Securities and Exchange Commission. All forward-looking statements included herein are based on information available to us as of the date hereof, and we undertake no obligation to update any such forward-looking statements.*

 

The following is a discussion and analysis of Heron Lake BioEnergy’s financial condition and results of operations as of and for the three month and six month periods ended April 30, 2011 and 2010. This section should be read in conjunction with the condensed consolidated financial statements and related notes in Item 1 of this report and the Company’s Annual Report on Form 10-K for the year ended October 31, 2010.

 

We prepared the following discussion and analysis to help readers better understand our financial condition, changes in our financial condition, and results of operations for the six months ended April 30, 2011.

 

**Overview**

 

Heron Lake BioEnergy, LLC is a Minnesota limited liability company that was formed for the purpose of constructing and operating a dry mill corn-based ethanol plant near Heron Lake, Minnesota. The plant has a stated capacity to produce 50 million gallons of denatured fuel grade ethanol and 160,000 tons of dried distillers’ grains per year. Our revenues are derived from the sale and distribution of our ethanol and in the sale and distribution of our distillers’ grains.

 

Our operating results are largely driven by the prices at which we sell ethanol and distillers grains and the costs related to their production, particularly the cost of corn. Historically, the price of ethanol tended to fluctuate in the same direction as the price of unleaded gasoline and other petroleum products. However, during fiscal 2010 and continuing into fiscal 2011, ethanol prices tended to move up and down proportionately with changes in corn prices. The price of ethanol can also be influenced by factors such as general economic conditions, concerns over blending capacities, and government policies and programs. The price of distillers grains is generally influenced by supply and demand, the price of substitute livestock feed, such as corn and soybean meal, and other animal feed proteins. Our largest component of and cost of production is corn. The cost of corn is affected primarily by factors over which we lack any control such as crop production, carryout, exports, government policies and programs, and weather. The growth of the ethanol industry has increased the demand for corn. We believe that continuing increase in global demand will result in corn prices above historic averages.   During the second quarter of fiscal year 2011 ended April 30, 2011, the price of ethanol on the Chicago Board of Trade fluctuated from $2.37 to $2.74 per gallon; our average sales price was $2.39 per gallon, with basis.  During the same period, the price of corn on the Chicago Board of Trade fluctuated from a low of $6.35 to a high of $7.78 per bushel; our average purchase price was $6.17 per bushel, with basis.

 

**Trends and Uncertainties Impacting Our Operations**

 

Our current and future results of operation are affected and will continue to be affected by factors such as (a) volatile and uncertain pricing of ethanol and corn; (b) availability of corn that is, in turn, affected by trends such as corn acreage, weather conditions, and yields on existing and new acreage diverted from other crops; and (c) the supply and demand for ethanol, which is affected by acceptance of ethanol as a substitute for fuel, public perception of the ethanol industry, government incentives and regulation, and competition from new and existing construction, among other things. Other factors that may affect our future results of operation include those factors discussed in “Item 1. Business” of our Annual Report on Form 10-K for the year ended October 31, 2010 and “Part II, Item 1A Risk Factors” of this Form 10-Q.

 

**Critical Accounting Estimates**

 

A description of our critical accounting estimates was provided in the *Management’s Discussion and Analysis of Financial Condition and Results of Operations* section of our Annual Report on Form 10-K for the year ended October 31, 2010. At April 30, 2011, our critical accounting estimates continue to include those described in our Annual Report on Form 10-K. In addition, our analysis of future projections, resolution of debt terms and other assumptions in consideration of continuing as a going concern include critical accounting estimates.

 

17

----

Table of Contents

 

**Results of Operations**

 

The following table shows summary information from our Statement of Operations for the three months ended April 30, 2011 and 2010.

 
| ** **                          | ** ** | **Three Months Ended********April 30, 2011** | ** ** | **Three Months Ended********April 30, 2010** | ** ** |
|-------------------------------------|------------|------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|
| **Income Statement Data** | ** ** | **Amount**                                                       | ** ** | **%**                                                            | ** ** | **Amount** | ** ** | **%** | ** ** |
| Revenues                            |       | $                                                                | 38,022,811 |                                                             | 100.0      |   | $ | 25,698,413 |   | 100.0 |   |
|                                |       |                                                             |       |                                                             |       |   |   |   |   |
| Cost of Goods Sold                  |       |                                                             |       |                                                             |       |   |   |   |   |
| Cost of goods sold                  |       | 36,034,533                                                       |       | 94.8                                                             |       | 24,842,423 |   | 96.7 |   |
| Lower of cost or market adjustment  |       | 147,812                                                          |       | .4                                                               |       | 156,300 |   | 0.6 |   |
| Total Cost of Goods Sold            |       | 36,182,345                                                       |       | 95.2                                                             |       | 24,998,723 |   | 97.3 |   |
|                                |       |                                                             |       |                                                             |       |   |   |   |   |
| Gross Profit                        |       | 1,840,466                                                        |       | 4.8                                                              |       | 699,690 |   | 2.7 |   |
|                                |       |                                                             |       |                                                             |       |   |   |   |   |
| Operating Expenses                  |       | (768,767                                                         | )          | (2.0                                                             | )          | (1,042,113 | ) | (4.0 | ) |
|                                |       |                                                             |       |                                                             |       |   |   |   |   |
| Operating Income                    |       | 1,071,699                                                        |       | 2.8                                                              |       | (342,423 | ) | (1.3 | ) |
|                                |       |                                                             |       |                                                             |       |   |   |   |   |
| Other Expense, net                  |       | (633,025                                                         | )          | (1.6                                                             | )          | (1,150,190 | ) | (4.5 | ) |
|                                |       |                                                             |       |                                                             |       |   |   |   |   |
| Net Income                          |       | $                                                                | 438,674    |                                                             | 1.2        |   | $ | (1,492,613 | ) | (5.8 | ) |

 

*Revenues*

 

Revenues increased 48% for the quarter ended April 30, 2011 as compared to the quarter ended April 30, 2010. Net ethanol revenues during the quarter ended April 30, 2011, were approximately $30.6 million, representing 81% of our sales, compared to approximately $21.1 million during the quarter ended April 30, 2010, representing 83% of our sales. The increase in ethanol revenue was a result of a 57% increase in the average price per gallon of ethanol in the quarter ended April 30, 2011 as compared to the quarter ended April 30, 2010.  We had losses of approximately $24,000 and $138,000 related to ethanol derivatives for the quarter ended April 30, 2011 and 2010, respectively.

 

Total sales of DGS during the quarter ended April 30, 2011 were approximately $6.2 million comprising 16% of our revenues. DGS sales during the quarter ended April 30, 2010 were $3.4 million or 13% of revenues. The average DGS price increased 96% for the quarter ended April 30, 2011 as compared to the quarter ended April 30, 2010. DDGS tonnage sold increased by 11% for the quarter ended April 30, 2011 as compared to the quarter ended April 30, 2010 due to a decrease in modified DGS produced.  The remaining percent of revenues is made up of incidental other sales.

 

*Cost of Goods Sold*

 

Our costs of sales include, among other things, the cost of corn used in ethanol and DGS production (which is the largest component of costs of sales); coal, processing ingredients, electricity, and wages, salaries and benefits of production personnel. We use approximately 1.5 million bushels of corn per month at the plant. We contract with local farmers and elevators for our corn supply.

 

Our cost of goods sold (including lower of cost or market adjustments) as a percentage of revenues were 95.6% and 98.0% for the three months ended April 30, 2011 and 2010, respectively. The per bushel cost of corn, including lower of cost or market adjustments,  increased approximately 80% in the quarter ended April 30, 2011 as compared to the quarter ended April 30, 2010.  Cost of goods sold includes lower of cost or market adjustments of approximately $148,000 and $156,000 for the three months ended April 30, 2011 and 2010, respectively, which related to forward purchase contracts and inventory where the fixed price was more than the estimated realizable value.  We had a loss related to corn derivative instruments of approximately $26,000 and a gain of approximately $9,000 for the quarters ended April 30, 2011 and 2010, respectively.  Our gross profit margin for the three months ended April 30, 2011 increased to a profit of 4.4% from a profit of 2.0% for the three months ended April 30, 2010. We had an increased gross margin in the second quarter of fiscal 2011 as compared to first quarter of fiscal 2010 due to the 57% increase in the price per gallon of ethanol.

 

18

----

Table of Contents

 

The cost of corn fluctuates based on supply and demand, which, in turn, is affected by a number of factors which are beyond our control. We expect our gross margin to fluctuate in the future based on the relative prices of corn and fuel ethanol. We use futures and option contracts to minimize our exposure to movements in corn prices, but there is no assurance that these hedging strategies will be effective. At April 30, 2011, none of our contracts were designated as hedges and, as a result, changes to the market value of these contracts were recognized as a gain or loss. As a result, gains or losses on derivative instruments do not necessarily coincide with the related corn purchases. This may cause fluctuations in our statement of operations. While we do not use hedge accounting to match gains or losses on derivative instruments, we believe the derivative instruments provide an economic hedge.

 

*Operating Expenses*

 

Operating expenses consist of selling, general and administrative expense and include wages, salaries and benefits of administrative employees at the plant, insurance, professional fees and similar costs. These expenses represented 2.0% of total revenues for the three months ended April 30, 2011 and 4.1% of total revenues for the three months ended April 30, 2010.   These expenses generally do not vary with the level of production at the plant.  The decrease in the period included reduced consulting costs and environmental related costs.

 

*Other Expense, Net*

 

Other expenses consisted primarily of interest expense. Interest expense consists primarily of interest payments on our credit facilities described below. Interest expense, which was down approximately 45% for the three months ended April 30, 2011 as compared to the three months ended April, 2010, is dependent on the balances outstanding and on interest rate fluctuations.  Additionally, we accrued a 2% default interest on all AgStar debt beginning February 1, 2010 which added additional expense for the three months ended April 30, 2010.  During the three months ended April 30, 2011, 50% of the accrued default interest was paid while the final 50% was forgiven, therefore, reducing interest expense.

 

**Results of Operations for the Six Months Ended April 30, 2011 and 2010**

 

The following table shows summary information from our Statement of Operations for the six months ended April 30, 2011 and April 30, 2010.

 
| ** **                          | ** ** | **Six Months Ended**** ****April 30, 2011** | ** ** | **Six Months Ended**** ****April 30, 2010** | ** ** |
|-------------------------------------|------------|----------------------------------------------------------------------|------------|----------------------------------------------------------------------|------------|
| **Income Statement Data** | ** ** | **Amount**                                                           | ** ** | **%**                                                                | ** ** | **Amount** | ** ** | **%** | ** ** |
| Revenues                            |       | $                                                                    | 77,221,992 |                                                                 | 100.0      |   | $ | 55,385,628 |   | 100.0 |   |
|                                |       |                                                                 |       |                                                                 |       |   |   |   |   |
| Cost of Goods Sold                  |       |                                                                 |       |                                                                 |       |   |   |   |   |
| Cost of goods sold                  |       | 71,689,251                                                           |       | 92.8                                                                 |       | 49,345,327 |   | 89.1 |   |
| Lower of cost or market adjustment  |       | 466,030                                                              |       | 0.6                                                                  |       | 789,199 |   | 1.4 |   |
| Total Cost of Goods Sold            |       | 72,155,281                                                           |       | 93.4                                                                 |       | 50,134,526 |   | 90.5 |   |
|                                |       |                                                                 |       |                                                                 |       |   |   |   |   |
| Gross Profit                        |       | 5,066,711                                                            |       | 6.6                                                                  |       | 5,251,102 |   | 9.5 |   |
|                                |       |                                                                 |       |                                                                 |       |   |   |   |   |
| Operating Expenses                  |       | (1,464,535                                                           | )          | (1.9                                                                 | )          | (2,053,687 | ) | (3.7 | ) |
|                                |       |                                                                 |       |                                                                 |       |   |   |   |   |
| Operating Income                    |       | 3,602,176                                                            |       | 4.7                                                                  |       | 3,197,415 |   | 5.8 |   |
|                                |       |                                                                 |       |                                                                 |       |   |   |   |   |
| Other Expense, net                  |       | (1,486,579                                                           | )          | (2.0                                                                 | )          | (2,071,866 | ) | (3.7 | ) |
|                                |       |                                                                 |       |                                                                 |       |   |   |   |   |
| Net Income                          |       | $                                                                    | 2,115,597  |                                                                 | 2.7        |   | $ | 1,125,549 |   | 2.1 |   |

 

19

----

Table of Contents

 

*Revenues*

 

Revenues increased 39% for the six months ended April 30, 2011 as compared to the six months ended April 30, 2010. Net ethanol revenues during the six months ended April 30, 2011, were approximately $62.8 million, representing 81% of our sales, compared to approximately $45.1 million during the six months ended April 30, 2010, representing 82% of our sales. The increase in ethanol revenue was a result of a 38% increase in the average price per gallon of ethanol period to period, in conjunction with a 2% increase in the gallons of ethanol sold.  We had losses of approximately $24,000 and a gain of $138,000 related to ethanol derivatives for the six months ended April 30, 2011 and 2010, respectively.

 

Total sales of DGS during the six months ended April 30, 2011 were approximately $11.4 million comprising 15% of our sales. DGS sales during the six months ended April 30, 2010 were $6.2 million or 11% of sales. The average DGS price decreased 70% for the six months ended April 30, 2011 as compared to the six months ended April 30, 2010. DDGS tonnage sales increased by 24% for the six months ended April 30, 2011 as compared to the six months ended April 30, 2010 due to a decrease in modified DGS produced.  The remaining percent of revenues is made up of incidental sales.

 

*Cost of Goods Sold*

 

Our costs of goods sold includes, among other things, the cost of corn used in ethanol and DGS production (which is the largest component of costs of sales); coal, processing ingredients, electricity, and wages, salaries and benefits of production personnel. We use approximately 1.5 million bushels of corn per month at the plant. We contract with local farmers and elevators for our corn supply.

 

Our cost of goods sold (including lower of cost or market adjustments) as a percentage of revenues were 93.6% and 90.8% for the six months ended April 30, 2011 and April 30, 2010, respectively. The per bushel cost of corn, including lower of cost or market adjustments,  increased approximately 56% in the six months ended April 30, 2011 as compared to the six months ended April 30, 2010. This increase caused the increase in the cost of goods sold as a percent of revenues. Cost of goods sold also includes lower of cost or market adjustments of approximately $466,000 and $789,000 for the six months ended April 30, 2011 and 2010, respectively, which related to forward purchase contracts and inventory where the fixed price was more than the estimated realizable value.  We had a loss related to corn derivative instruments of approximately $192,000 and a gain of approximately $9,000 for the six months ended April 30, 2011 and 2010, respectively. Our gross profit margin for the six months ended April 30, 2011 decreased to 6.4% from 9.2% for the six months ended April 30, 2010. We had a lower gross margin in the first two quarters of fiscal 2011 as compared to the first two quarters of fiscal 2010 because the 38% increase in ethanol prices was unable to fully offset the 56% increase in cost of corn, including lower of cost or market adjustments.  For the same period, production decreased 2% due to our planned spring plant shutdown occurring in our second quarter rather than in the third quarter as done last fiscal year.

 

The cost of corn fluctuates based on supply and demand, which, in turn, is affected by a number of factors which are beyond our control. We expect our gross margin to fluctuate in the future based on the relative prices of corn and fuel ethanol. We use futures and option contracts to minimize our exposure to movements in corn and ethanol prices, but there is no assurance that these hedging strategies will be effective. At April 30, 2011, none of our contracts were designated as hedges and, as a result, changes to the market value of these contracts were recognized as an increase or decrease to our revenue and costs of goods sold. As a result, gains or losses on derivative instruments do not necessarily coincide with the related corn purchases. This may cause fluctuations in our statement of operations. While we do not use hedge accounting to match gains or losses on derivative instruments, we believe the derivative instruments provide an economic hedge.

 

*Operating Expenses*

 

Operating expenses include wages, salaries and benefits of administrative employees at the plant, insurance, professional fees and similar costs. These expenses represented 1.9% of total revenues for the six months ended April 30, 2011 and 3.7% of total revenues for the six months ended April 30, 2010.   These expenses generally do not vary with the level of production at the plant and were relatively constant from period to period other than costs incurred for environmental emissions testing done during the six months ended April 30, 2010.

 

20

----

Table of Contents

 

*Other Expense, Net*

 

Other expenses consisted primarily of interest expense. Interest expense consists primarily of interest payments on our credit facilities described below. Interest expense, which was down for the six months ended April 30, 2011 approximately 27% as compared to the six months ended April 30, 2010, is dependent on the balances outstanding and on interest rate fluctuations.  For the six months ended April 30, 2011, debt balances were down approximately 4%.  Balances on our line of credit increased from $3,500,000 at October 31, 2010  to $6,000,000 at April 30, 2011.  Balances on our line of credit have a minimum interest rate of 6%.  Additionally, we accrued a 2% default interest on all AgStar debt beginning February 1, 2010 which added additional expense for the six months ended April 30, 2010.  During the six months ended April 30, 2011, 50% of the accrued default interest was paid while the final 50% was forgiven, therefore, reducing interest expense.

 

**Liquidity and Capital Resources**

 

As of April 30, 2011, we had cash and cash equivalents (other than restricted cash) of approximately $1.8 million, current assets of approximately $19.2 million and total assets of approximately $107.7 million.

 

Our principal sources of liquidity consist of cash provided by operations, cash and cash equivalents on hand and historically we have also obtained liquidity through borrowing from AgStar Financials Services, PCA under a master loan agreement.  Under the master loan agreement with AgStar, we have three forms of debt: a term note, a revolving term note and a line of credit.  The total indebtedness to AgStar at April 30, 2011 consists of $46.7 million under the term note, $1.1 million under the revolving term note and $6.0 million under the line of credit.  Among other provisions, our master loan agreement contains covenants requiring us to maintain various financial ratios and tangible net worth. It also limits our annual capital expenditures and member distributions. All of our assets and real property are subject to security interests and mortgages in favor of AgStar as security for the obligations of the master loan agreement.

 

We violated certain financial covenants under our master loan agreement with AgStar at the end of each quarter from January 31, 2009 to October 31, 2010, except the quarter ended July 31, 2010.  However, we are in compliance with the covenants of our master loan agreement and amended forbearance agreement with AgStar at January 31, 2011 and April 30, 2011. Without an amendment to the covenants, we do not expect to be in compliance with the owners equity ratio covenant of the master loan agreement as of October 31, 2011. Therefore, we have classified $42.2 million of the AgStar debt as a current liability that would otherwise be classified as long term. As a result, current liabilities as of April 30, 2011 totaled approximately $56.4 million, including $42.2 million of long-term debt reclassified as current liabilities.

 

Under a forbearance agreement with AgStar dated July 2, 2010, AgStar agreed it would not declare a default under the master loan agreement or enforce any of the remedies available to it for the period of July 2, 2010 to the earlier of an event of default (as defined under the forbearance agreement) or December 31, 2010.  Furthermore, AgStar renewed our revolving line of credit loan effective July 2, 2010 with a maturity date of December 31, 2010 in an aggregate principal amount outstanding at any one time not to exceed $6,750,000. Interest accrues on borrowings at the greater of 6.0% or the one-month LIBOR plus 3.25%.

 

On December 30, 2010, we entered into an amended forbearance agreement with AgStar relating to our financial covenant violation at October 31, 2010. Under that amended forbearance agreement, AgStar agreed it would not declare a default under the loan documents or enforce any of the remedies available to it for the period of December 30, 2010 to the earlier of an event of default (as defined under the amended forbearance agreement) or March 1, 2011. On December 30, 2010, AgStar also agreed to extend the maturity date of our line of credit to March 1, 2011. Further, the amended forbearance agreement required the Company to obtain not less than $4.5 million in additional equity investments by March 1, 2011, the proceeds of which would be held in escrow pending the Company and AgStar entering into mutually agreeable amendments to the master loan agreement and related loan documents.  The amended forbearance agreement provides that failure of the Company to meet this requirement would constitute an event of default.

 

On March 1, 2011, we entered into a second amended forbearance agreement with AgStar that extended the forbearance period to the later of (i) April 1, 2011 or (ii) the occurrence of an event of default (as defined under the second amended forbearance agreement), but in any case no later than May 1, 2011. On March 1, 2011, AgStar also agreed to extend the maturity date of the revolving line of credit loan to match the extended forbearance period in the second amended forbearance agreement. In exchange for AgStar agreeing to extend the forbearance period under the second amended forbearance agreement and the maturity date of the revolving line of credit, the Company paid the amount equal to fifty percent (50%) of the deferred interest pursuant to the provisions the forbearance agreement, in full satisfaction of the obligation of the Company to pay the deferred interest.

 

21

----

Table of Contents

 

On April 27, 2011, we also entered into a third amendment to forbearance agreement with AgStar that extended the forbearance period to the earlier of (i) July 1, 2011 or (ii) the occurrence of an event of default (as defined under the third amendment to forbearance agreement).  On April 27, 2011, AgStar also In exchange for AgStar agreeing to extend the forbearance period under the third amendment to forbearance agreement and the maturity date of the revolving line of credit, the Company must accomplish certain restructuring milestones on or before specified dates and failure to meet or achieve these milestones will be considered additional events of default.  The milestones include (i) submitting an updated performance improvement plan to AgStar on or before April 22, 2011, which the Company has met; (ii) delivering an executed letter of intent acceptable to AgStar in its sole discretion on or before May 20, 2011 that addresses completion of anticipated capital improvements to convert the Company’s ethanol production facility to natural gas and such other matters as AgStar may reasonably request, which the Company has met; (iii) timely filing the Company’s quarterly report on Form 10-Q with the Securities and Exchange Commission; (iv) closing on the new equity requirement of section 10 of the third amendment to forbearance agreement on or before July 1, 2011, or be scheduled to close on the new equity within a reasonable time thereafter; and (v) completing certain project milestones on or before July 1, 2011 related to future anticipated capital improvements to convert the Company’s ethanol production facility to natural gas pending regulatory approvals in form acceptable to the Company.

 

On April 27, 2011, we also entered into certain amendments to the fourth supplement to the master loan agreement with AgStar that allows for investment of revolving advances in certain future anticipated capital improvements to convert the Company’s ethanol production facility to natural gas pending regulatory approvals in form acceptable to the Company.  In exchange for this amendment, the Company agreed to reaffirm certain representations and warranties and proceed with the natural gas conversion in accordance with the initial construction plans, specifications and budgets provided to AgStar.  Additionally, affirmative covenants relating to future anticipated capital improvements to convert the Company’s ethanol production facility to natural gas were added to our covenants to AgStar under the master loan agreement, and failure to complete the natural gas conversion in accordance with such covenants was added to the events constituting an event of default under the master loan agreement.

 

By extending the forbearance period under the third amendment to forbearance agreement, AgStar also extended the date by which the Company must obtain not less than $4.5 million in additional equity investments to the end of the new forbearance period (i.e., no later than July 1, 2011).

 

On August 20, 2010, the Company commenced a rights offering to its eligible Minnesota-resident unit holders to raise up to $6.8 million in additional capital.  In January of 2011, the Company amended its rights offering to eligible Minnesota-resident unit holders in response to the amended forbearance agreement requirement that the Company obtain not less than $4.5 million in additional equity investments by March 1, 2011.  Under the terms of the amended rights offering, all proceeds would be held in escrow until the Company obtained not less than $4.5 million in additional equity investments in accordance with the amended forbearance agreement.  If the Company did not meet this requirement by March 1, 2011, all proceeds in escrow would be returned to any subscribers in the amended rights offering.

 

While the third amendment to forbearance agreement extended the date by which the Company must obtain not less than $4.5 million in additional equity investments to no later than July 1, 2011, the escrow condition in the amended rights offering that the Company meet this requirement by March 1, 2011 was not met.  Therefore, the Company has terminated the amended rights offering to its members and all proceeds of the amended rights offering in escrow were returned to the subscribers.

 

As indicated, under the third amendment to forbearance agreement, AgStar has extended the date by which the Company must obtain not less than $4.5 million in additional equity investment to no later than July 1, 2011.

 

On May 19, 2011, we entered into a subscription agreement with Project Viking, L.L.C., under which Project Viking purchased from the Company 7,000,000 of our Class B capital units at a purchase price of $0.50 per Unit for total gross proceeds to the Company of $3,500,000.  The purchase price for the Units was paid to us on and the Units were issued to Project Viking effective May 19, 2011.  As part of the terms and conditions of the subscription agreement, Project Viking agreed to guaranty the repayment and performance of up to $1,000,000 of indebtedness that lenders may provide to Agrinatural Gas, LLC, the pipeline company formed to construct, own, and operate a natural gas pipeline that will provide natural gas to the Company’s ethanol production facility.  The Company owns 73% of Agrinatural Gas, LLC through our recently-formed wholly-owned subsidiary HLBE Pipeline Company, LLC.  The subscription agreement also provides that, notwithstanding any governor appointment rights it may have under the Company’s member control agreement, Project Viking will only appoint three governors to the Company’s Board of Governors until the next annual or special member meeting of the Company, which will be held by August 31, 2011 or as soon as reasonably practicable after the SEC clears the proxy materials for such meeting. The subscription agreement also provides that our Board of Governors will establish the number of governors serving on the Board immediately following the next annual or special member meeting at nine (9) governors, including appointed and elected governors, but Project Viking will not be entitled to appoint a majority of the governors to the nine-person Board unless it owns a majority of the units outstanding.

 

22

----

Table of Contents

 

Under the terms of the subscription agreement, Project Viking also consented to and approved, and agreed to cause its appointed governors to consent to and approve, the Company’s planned offer and sale of up to 16,500,000 capital units to other existing unit holders at a price of $0.50 per unit (the “Additional Unit Offer”).  Project Viking’s consent and approval of the Additional Unit Offer is subject to the Company completing the offer and sale to Minnesota-resident unit holders by the earlier of 45 days following the next member meeting or October 31, 2011.  Under the terms of the Additional Unit Offer, no unit holder may purchase more than 77.73% of the units currently held by such unit holder in the Additional Unit Offer.  In addition, unit holders who subscribe for units will also be required to cover their pro rata share of the financial guaranty discussed above pursuant to agreed-upon subscription and escrow procedures.  In order to subscribe for units in the Additional Unit Offer, existing unit holders will be required to write a second check equal to 25% of their subscription amount, to be deposited into a separate escrow account established to cover the subscribers’ pro rata share of the financial guaranty.  The subscriber’s pro rata share of the financial guaranty will be based on the subscriber’s share of the total subscriptions received in the Additional Unit Offer.  The escrow account will be settled at the end of the Additional Unit Offer, once all subscribers’ actual aggregate share of the financial guaranty is determined, and any excess escrow funds deposited in the escrow account by subscribers will be returned promptly to subscribers.  Following settlement, the escrowed funds will remain in escrow pending the release of the financial guaranty.  Agrinatural Gas, LLC will make payments into the escrow account from time to time to enable the escrow account to pay subscribers interest on their pro rata share of the escrowed funds at the rate of 6% per annum.

 

The Company has requested from AgStar that the Project Viking subscription satisfy the requirement of the third amended forbearance agreement to obtain not less than $4.5 million in additional equity investment by the extended forbearance date.  The Company is current on all payments to AgStar and is continuing its discussions with AgStar regarding longer-term amendments to its master loan agreement and other loan agreements with AgStar.

 

We intend to seek an extension of the maturity date of our line of credit with AgStar beyond July 1, 2011, but such an extension cannot be assured.  The Company would likely not have adequate cash to repay the amounts outstanding on its line of credit on July 1, 2011, if AgStar did not extend the maturity date.  Further, without an amendment to the owner equity ratio covenant in the master loan agreement, the Company anticipates that it will be in violation of this covenant of the master loan agreement at October 31, 2011.  The Company’s failure to comply with its obligations under the second amended forbearance agreement (including its obligation to obtain not less than $4.5 million in additional equity investment), failure to comply with the covenants of the master loan agreement or its failure to repay the revolving line of credit loan when due would result in an event of default under the master loan agreement, entitling AgStar to accelerate and declare due all amounts outstanding under the master loan agreement.  If AgStar accelerated and declared due all amounts outstanding under the master loan agreement, the Company would not have adequate cash to repay the amounts due, resulting in a loss of control of our business or bankruptcy.

 

If AgStar exercises its right to accelerate the maturity of the debt outstanding under the master loan agreement, the Company will not have adequate available cash to repay the amounts outstanding.  While an event of default exists, the Company is not permitted to borrow additional funds under its line of credit or revolving term note without AgStar’s consent.  In May 2008, we locked in an interest rate of 3.58% plus 3.00%, which totals 6.58%, on $45.0 million of the term note, for three years ending April 30, 2011. The remainder of the amount outstanding on the term note is subject to a variable rate based on the one-month LIBOR plus 3.25%.  We are required to make equal monthly payments of principal and interest of approximately $652,000 to amortize the note over a period not to exceed ten years, with a final balloon payment due in October 2012. In addition, we are required to make additional payments on the term note of excess cash flow, as defined in the agreement, up to $2.0 million per year to AgStar until we meet certain minimum tangible owner’s equity, as defined in the agreement. As part of the debt financing, the premium above LIBOR may be reduced based on the ratio of members’ equity to assets. From February 1, 2010 through July 2, 2010, AgStar accrued default interest at a 2.00% default rate on all of our loans with AgStar, which was $51.3 million at July 31, 2010.  As part of the forbearance agreement, AgStar approved the deferral of the default interest accrued prior to July 2, 2010 to the end of the forbearance period, and reduction of the accumulated deferred default interest by 50% if we comply with all loan covenants and payment obligations under the loan documents with AgStar and pay the 50% deferred interest amount at the end of the forbearance period.  As part of the second amended forbearance agreement, the Company paid this 50% deferred interest amount in full satisfaction of the obligation to pay the entire deferred interest amount.

 

Our principal uses of cash are to pay operating expenses of the plant and to make debt service payments on our long-term debt. During the six months ended April 30, 2011, the Company drew $2.5 million on the line of credit and paid long term debt of approximately $2.5 million described below.

 

23

----

Table of Contents

 

The following table summarizes our sources and uses of cash and equivalents from our condensed consolidated statements of cash flows for the periods presented (in thousands):

 
| ** **                                            | ** ** | **Six Months Ended   April 30** | ** ** |
|-------------------------------------------------------|------------|------------------------------------------------|------------|
| ** **                                            | ** ** | **2011**                                       | ** ** | **2010** | ** ** |
| Net cash provided by (used in) operating   activities |       | $                                              | 1,048,945  |   | $ | (761,547 | ) |
| Net cash used in investing activities                 |       | (27,782                                        | )          | (35,521 | ) |
| Net cash used in financing activities                 |       | (780,454                                       | )          | (478,061 | ) |
| Net increase (decrease) in cash and equivalents       |       | $                                              | 240,709    |   | $ | (1,275,129 | ) |

 

During the six months ended April 30, 2011, we provided $1.0 million in cash from operating activities. This consists primarily of generating net income of $2.1 million plus non-cash expenses including depreciation and amortization of $2.7 million and lower of cost or market adjustments of $0.5 million offset by decreasing accounts payables by $2.7 million and increasing accounts receivable by $0.6 million. The changes in our working capital occurred due to the timing of payments to our vendors for corn, particularly, around January 31, as well as depending on the size and timing of shipments of ethanol and distiller grain as the load out can be sizable.

 

During the six months ended April 30, 2010, we used $762,000 in cash for operating activities. This use consists primarily of generating net income of $1.1 million plus non-cash expenses including depreciation and amortization of $2.8 million and lower of cost or market adjustments of $0.8 million offset by increasing inventory on hand by $2.6 million and decreasing accrued loss on forward contracts by $1.8 million.

 

During the six months ended April 30, 2011, we used approximately $28,000 for investing activities to pay for capital expenditures. During the six months ended April 30, 2011, we used $780,000 for financing activities consisting primarily of payments for checks in excess of cash and on long-term debt.

 

During the six months ended April 30, 2010, we used approximately $36,000 for investing activities to pay for capital expenditures. During the six months ended April 30, 2010, we used $0.5 million for financing activities consisting primarily of payments on long-term debt of $2.4 million and advances on the line of credit of $1.7 million.

 

**Outlook**

 

Ethanol prices have been favorable thus far. Nevertheless, we expect to see continuing volatility in ethanol prices.  Future prices for fuel ethanol will be affected by a variety of factors beyond our control including the amount and timing of additional domestic ethanol production and ethanol imports; petroleum and gasoline prices; and the development of other alternative fuels.

 

Prices for DGS are also affected by a number of factors beyond our control such as the supply of and demand for DGS as an animal feed, prices of competing feeds, and perceptions of nutritional value of DGS as compared to those of competing feeds. We believe that current market prices for DGS can be sustained long-term as long as the prices of competing animal feeds remain steady or increase, livestock feeders continue to create demand for alternative feed sources such as distillers’ grains and the supply of distillers’ grains remains relatively stable. On the other hand, if competing commodity price values retreat and DGS supplies increase due to growth in the ethanol industry, DGS prices may decline.

 

Corn prices have been volatile for the past year due in part to higher demand from the renewable fuels industry. The expansion of ethanol productive capacity has brought about a substantial increase in demand for corn and thus in corn prices.  The volatility is also a result of less than trend line yields in the U.S. last year, thus impacting the corn supply.  We expect the price of corn to remain at current price levels well into 2011.   Due to increased exposure of ethanol, corn is now being viewed as an “energy commodity” as opposed to strictly a “grain commodity”, contributing to the upward pressure on corn prices.  The USDA’s May 13, 2011 Feed Outlook Report projects U.S. corn prices for the 2011/12 season average to be at $5.50 to $6.50 per bushel.

 

**Off-Balance Sheet Arrangements**

 

We do not have any off-balance sheet arrangements.

 

24

----

Table of Contents

 

**Item 3. Quantitative and Qualitative Disclosures about Market Risk**

 

We are subject to market risks concerning our long-term debt and future prices of corn, coal, ethanol and distillers grains.  We consider market risk to be the impact of adverse changes in market prices on our results of operations.  In general, ethanol prices are affected by the supply and demand for ethanol, the cost of ethanol production, the availability of other fuel oxygenates, the regulatory climate and the cost of alternative fuels such as gasoline. The price of corn is affected by weather conditions and other factors affecting crop yields, farmer planting decisions and general economic, market and regulatory factors.   From time to time, we may purchase corn futures and options to hedge a portion of the corn we anticipate we will need. In addition, we have contracted for future physical delivery of corn. We are exposed to the full impact of market fluctuations associated with interest rates and commodity prices.

 

We are also subject to market risk on the selling prices of our distiller grains. These prices fluctuate seasonally when the price of corn or other cattle feed alternatives fluctuate in price.

 

As an example of our potential sensitivity to price changes, if the price of ethanol rises or falls $0.10 per gallon, our annual revenues may increase or decrease accordingly by approximately $5.0 million, assuming no other changes in our business. Additionally, if the price of corn rises or falls $0.25 per bushel, our annual cost of goods sold may increase or decrease by $5.0 million, again assuming no other changes in our business.  During the second quarter of fiscal year 2011 ended April 30, 2011, the price of ethanol on the Chicago Board of Trade fluctuated from $2.37 to $2.74 per gallon; our average sales price was $2.39 per gallon, with basis.  During the same period, the price of corn on the Chicago Board of Trade fluctuated from a low of $6.35 to a high of $7.78 per bushel; our average purchase price was $6.17 per bushel, with basis.  Our future earnings may be affected by changes in interest rates due to the impact those changes have on our interest expense on borrowings under our credit facilities. As of April 30, 2011, we had $16.7 million of outstanding borrowings with variable interest rates. With each 1% change in interest rates our annual interest expense would change by $167,000. In addition, after April 2011, the remaining portion of our fixed rate debt with Ag Star became variable again. This will further expose the Company to changes in interest rates.

 

**Item 4. Controls and Procedures**

 

**Effectiveness of Disclosure Controls and Procedures**

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective.

 

**Changes in Internal Control over Financial Reporting**

 

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred in the fiscal quarter ended April 30, 2011 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.**

 

Discussions of legal matters are incorporated by reference from Part I, Item 1, Note 10 “Commitments and Contingencies — Legal Proceedings” of this Form 10-Q, and should be considered an integral part of Part II, Item 1, “Legal Proceedings”.

 

**Item 1A. Risk Factors**

 

The most significant risk factors applicable to the Company are described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended October 31, 2010. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K.

 

25

----

Table of Contents

 

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

 

Although the Company did not have any sales of unregistered securities during the fiscal quarter ended April 30, 2011, we did enter into a subscription agreement with Project Viking, L.L.C. on May 19, 2011.  Under this subscription agreement, Project Viking purchased from the Company 7,000,000 of our Class B capital units at a purchase price of $0.50 per Unit for total gross proceeds to the Company of $3,500,000.  Discussion of the Project Viking subscription agreement is incorporated by reference from Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” of this Form 10-Q.

 

**Item 3. Defaults upon Senior Securities**

 

None.

 

**Item 4. [Removed and Reserved]**

 

**Item 5.  Other Information**

 

None.

 

**Item 6. Exhibits**

 

The following exhibits are included in this report:

 
| **Exhibit   No.** | ** ** | **Exhibit**                                                                                                                                                                                                                            |
|-------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |       |                                                                                                                                                                                                                                   |
| 10.1              |       | Third   Amendment to Forbearance Agreement dated April 27, 2011 by and between   AgStar Financial Services, PCA and Heron Lake BioEnergy, LLC                                                                                     |
|              |       |                                                                                                                                                                                                                                   |
| 10.2              |       | Amendment   No. 2 to Amended and Restated Fifth Supplement to the Master Loan   Agreement (Revolving Line of Credit Loan) dated April 27, 2011 by and   between AgStar Financial Services, PCA and Heron Lake BioEnergy, LLC |
|              |       |                                                                                                                                                                                                                                   |
| 10.3              |       | Allonge   No. 2 to Third Amended and Restated Revolving Line of Credit Note dated   April 27, 2011 by and between AgStar Financial Services, PCA and Heron   Lake BioEnergy, LLC                                             |
|              |       |                                                                                                                                                                                                                                   |
| 10.4              |       | Amended   and Restated Fourth Supplement to the Master Loan Agreement (Term Revolving   Loan) dated April 27, 2011 by and between AgStar Financial Services, PCA   and Heron Lake BioEnergy, LLC                                  |
|              |       |                                                                                                                                                                                                                                   |
| 10.5              |       | Amendment   No. 1 to Fourth Amended and Restated Master Loan Agreement dated   April 27, 2011 by and between AgStar Financial Services, PCA and Heron   Lake BioEnergy, LLC                                                  |
|              |       |                                                                                                                                                                                                                                   |
| 31.1              |       | Certification   of Chief Executive Officer Pursuant to Rule 13a-14(a) or   15d-14(a) of the Exchange Act.                                                                                                               |
|              |       |                                                                                                                                                                                                                                   |
| 31.2              |       | Certification   of Chief Financial Officer Pursuant to Rule 13a-14(a) or   15d-14(a) of the Exchange Act.                                                                                                               |
|              |       |                                                                                                                                                                                                                                   |
| 32                |       | Certification   pursuant to 18 U.S.C. § 1350.                                                                                                                                                                                     |

 

26

----

Table of Contents

 

**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.

 
|                       |   | HERON   LAKE BIOENERGY, LLC                                               |
|----------------------------|--------|---------------------------------------------------------------------------|
|                       |   |                                                                      |
| Date:   June 14, 2011 |   | /s/    Robert J. Ferguson                                            |
|                       |   | Robert   J. Ferguson                                                      |
|                       |   | President   and Chief Executive Officer    (Principal Executive Officer)  |
|                       |   |                                                                      |
|                       |   |                                                                      |
| Date:   June 14, 2011 |   | /s/    Lucas G. Schneider                                            |
|                       |   | Lucas   G. Schneider                                                      |
|                       |   | Chief   Financial Officer    (Principal Accounting and Financial Officer) |

 

27

----