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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    Annual report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
 For the fiscal year ended December 31, 2009
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act.
 For the transition period from  to
 Commission
file number 333-135729
 ONE EARTH ENERGY, LLC
  Illinois
(State or other jurisdiction of
    
    20-3852246
(I.R.S. Employer Identification No.)incorporation or organization)202 N. Jordan Drive, Gibson City, IL
    
    60936(Address of principal executive offices)
    
    (Zip Code)
 (217) 784-5321    None   None
 o Yes þ No
 o Yes þ No
 o þ
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE




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##### 



INDEX
 PagePART I
    
    
    2ITEM 1. BUSINESS
    
    
    2ITEM 1A. RISK FACTORS
    
    
    11ITEM 2. PROPERTIES
    
    
    17ITEM 3. LEGAL PROCEEDINGS
    
    
    17ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    17PART II
    
    
    17ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED MEMBER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
    
    
    17ITEM 6. SELECTED FINANCIAL DATA
    
    
    18ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    
    
    19ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    30ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    F-1ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
    
    
    31ITEM 9A(T). CONTROLS AND PROCEDURES
    
    
    31ITEM 9B. OTHER INFORMATION
    
    
    32PART III
    
    
    32ITEM 10. DIRECTORS; EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    32ITEM 11. EXECUTIVE COMPENSATION
    
    
    35ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER
MATTERS
    
    
    38ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
    
    
    39ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    41ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    42SIGNATURES
    
    
    43Exhibit 10.1Exhibit 10.2Exhibit 10.3Exhibit 10.4Exhibit 10.5Exhibit 10.6Exhibit 10.7Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
  
    
    Changes in the availability and price of corn and natural gas;
    
    Decreases in the market prices of ethanol and distillers grains;
    
    Ethanol supply exceeding demand; and corresponding ethanol price reductions;
    
    Changes in the environmental regulations that apply to our plant operations;
    
    Changes in our business strategy, capital improvements or development plans;
    
    Changes in plant production capacity or technical difficulties in operating the plant;
    
    Changes in general economic conditions or the occurrence of certain events causing an
economic impact in the agriculture, oil or automobile industries;
    
    Lack of transport, storage and blending infrastructure preventing ethanol from
reaching high demand markets;
    
    Changes in federal and/or state laws (including the elimination of any federal and/or
state ethanol tax incentives);
    
    Changes and advances in ethanol production technology;
    
    Additional ethanol plants built in close proximity to our ethanol facility;
    
    Competition from alternative fuel additives;
    
    Changes in interest rates and lending conditions;
    
    Our ability to generate free cash flow to invest in our business and service our debt;
    
    Our ability to retain key employees and maintain labor relations; and
    
    Volatile commodity and financial markets.
   1




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AVAILABLE INFORMATION
  
 PART I
 
 ITEM 1. BUSINESS
 Business Development
       2




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Principal Products and Markets
  Ethanol
     Distillers Grains
   Ethanol and Distillers Grains Markets
 Distribution of Principal Products
  3




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Distribution of Principal Products
  Ethanol Distribution
  Distillers Grains Distribution
   4




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Federal Ethanol Supports and Governmental Regulation
 Federal Ethanol Supports
  Undiffer-Biomass-
    
    
    entiatedRenewable
    
    
    Advanced
    
    
    Cellulosic
    
    
    based
    
    
    Advanced
    
    
    TotalYear
    
    Biofuel
    
    
    Biofuel
    
    
    Biofuel
    
    
    Diesel
    
    
    Biofuel
    
    
    RFS2008
    
    
    9.00
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.002009
    
    
    10.50
    
    
    
    0.60
    
    
    
    
    
    
    
    0.50
    
    
    
    0.10
    
    
    
    11.102010
    
    
    12.00
    
    
    
    0.95
    
    
    
    0.10
    
    
    
    0.65
    
    
    
    0.20
    
    
    
    12.952011
    
    
    12.60
    
    
    
    1.35
    
    
    
    0.25
    
    
    
    0.80
    
    
    
    0.30
    
    
    
    13.952012
    
    
    13.20
    
    
    
    2.00
    
    
    
    0.50
    
    
    
    1.00
    
    
    
    0.50
    
    
    
    15.202013
    
    
    13.80
    
    
    
    2.75
    
    
    
    1.00
    
    
    
    
    
    
    
    1.75
    
    
    
    16.552014
    
    
    14.40
    
    
    
    3.75
    
    
    
    1.75
    
    
    
    
    
    
    
    2.00
    
    
    
    18.152015
    
    
    15.00
    
    
    
    5.50
    
    
    
    3.00
    
    
    
    
    
    
    
    2.50
    
    
    
    20.502016
    
    
    15.00
    
    
    
    7.25
    
    
    
    4.25
    
    
    
    
    
    
    
    3.00
    
    
    
    22.252017
    
    
    15.00
    
    
    
    9.00
    
    
    
    5.50
    
    
    
    
    
    
    
    3.50
    
    
    
    24.002018
    
    
    15.00
    
    
    
    11.00
    
    
    
    7.00
    
    
    
    
    
    
    
    4.00
    
    
    
    26.002019
    
    
    15.00
    
    
    
    13.00
    
    
    
    8.50
    
    
    
    
    
    
    
    4.50
    
    
    
    28.002020
    
    
    15.00
    
    
    
    15.00
    
    
    
    10.50
    
    
    
    
    
    
    
    4.50
    
    
    
    30.002021
    
    
    15.00
    
    
    
    18.00
    
    
    
    13.50
    
    
    
    
    
    
    
    4.50
    
    
    
    33.002022
    
    
    15.00
    
    
    
    21.00
    
    
    
    16.00
    
    
    
    
    
    
    
    5.00
    
    
    
    36.00
      5




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Effect of Governmental Regulation
     Competition
   6




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7




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Distillers Grains Competition
    8




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Sources and Availability of Raw Materials
 Corn Feedstock Supply
      Utilities
  Natural Gas.
  9




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Electricity.
 Water
  Employees
  Research and Development
  Patents, Trademarks, Licenses, Franchises and Concessions
  Working Capital
   10




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Costs and Effects of Compliance with Environmental Laws
   
 ITEM 1A. RISK FACTORS
 You should carefully read and consider the risks and uncertainties below and the other
information contained in this report. Any of the events discussed in the risk factors below may
occur. If one or more of these events do occur, our results of operations, financial condition or
cash flows could me materially adversely affected.
 Risks Relating to Our Business
 We have a significant amount of debt, and our existing debt financing agreements contain, and
our future debt financing agreements may contain, restrictive covenants that limit distributions
and impose restrictions on the operation of our business.
 Increases in the price of corn or natural gas would reduce our profitability.
    11




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Declines in the price of ethanol or distillers grain would significantly reduce our revenues.
 Our inability to secure credit facilities we may require in the future may negatively impact
our liquidity.
 The ethanol industry is an industry that is changing rapidly which can result in unexpected
developments that could negatively impact our operations and the value of our units.
 We engage in transactions which involve risks that could harm our business.
  Our business is not diversified.
 We depend on our management and key employees, and the loss of these relationships could
negatively impact our ability to operate profitably.
  12




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We depend on a key supplier, Alliance Grain, whose failure to perform could force us to
abandon business, hinder our ability to operate profitably or decrease the value of our units.
 Changes and advances in ethanol production technology could require us to incur costs to
update our plant or could otherwise hinder our ability to compete in the ethanol industry or
operate profitably.
 Your investment may decline in value due to decisions made by our board of directors, and you
will not have the ability to remove or replace our directors.
 Risks Related to Ethanol Industry
 Demand for ethanol may not continue to grow unless ethanol can be blended into gasoline in
higher percentage blends for conventional automobiles.
  13




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Technology advances in the commercialization of cellulosic ethanol may decrease demand for
corn based ethanol which may negatively affect our profitability.
 New plants under construction or decreases in the demand for ethanol may result in excess
production capacity in our industry .
 Decreasing gasoline prices may negatively impact the selling price of ethanol which could
reduce our ability to operate profitably
 Growth in the ethanol industry is dependent on growth in the fuel blending infrastructure to
accommodate ethanol, which may be slow and could result in decreased demand for ethanol.
 We operate in an intensely competitive industry and compete with larger, better financed
entities which could impact our ability to operate profitably.
  14




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Competition from the advancement of alternative fuels may lessen the demand for ethanol.
 Consumer resistance to the use of ethanol based on the belief that ethanol is expensive, adds
to air pollution, harms engines and/or takes more energy to produce than it contributes may affect
the demand for ethanol.
 The downturn in the U.S. economy has had a negative impact on the ethanol industry.
 Risks Related to Regulation and Governmental Action
 Government incentives for ethanol production, including federal tax incentives, may be
eliminated in the future, which could hinder our ability to operate at a profit .
    15




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If the Federal Volumetric Ethanol Excise Tax Credit (VEETC) expires on December 31, 2010, it
could negatively impact our profitability
 Changes in environmental regulations or violations of these regulations could be expensive and
reduce our profitability.
 Carbon dioxide may be regulated in the future by the EPA as an air pollutant requiring us to
obtain additional permits and install additional environmental mitigation equipment, which could
adversely affect our financial performance
 The California Low Carbon Fuel Standard may decrease demand for corn based ethanol which could
negatively impact our profitability.
 Risks Related to Conflicts of Interest
 We are a majority-owned subsidiary of REX American Resources Corporation (REX) and REX may
have relationships that present conflicts of interest with us .
  16




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Our directors may have relationships with individuals, companies or organizations with which
we do business which may result in conflicts of interest.
 
 ITEM 2. PROPERTIES
  
    
    A grains area, fermentation area, distillation  evaporation area;
    
    A dryer/energy center area;
    
    A tank farm;
    
    An auxiliary area;
    
    An administration building and;
    
    A storage/maintenance building.
  Item 7 
Managements Discussion and Analysis of Financial Condition and Results of Operations.
 
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED MEMBER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
    17




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Item 7  Managements
Discussion and Analysis of Financial Condition and Results of Operations.
 
 ITEM 6. SELECTED FINANCIAL DATA
 Item 7  Managements Discussion and Analysis of Financial
Condition and Results of Operations
 Five Year Financial Summary
(Amounts In Thousands, Except Per Unit Amounts)
 FromInception,
    
    
    Transition(November
    
    
    Period, TwoYear Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    28, 2005) to
    
    
    Months EndedDecember 31,
    
    
    December 31,
    
    
    October 31,
    
    
    October 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2007Statement of Operations Data:Revenues
    
    $
    98,190
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Cost of goods sold
    
    
    84,057
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross profit
    
    
    14,133
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Selling, general and administrative
expenses
    
    
    903
    
    
    
    336
    
    
    
    684
    
    
    
    592
    
    
    
    87Operating income (loss)
    
    
    13,230
    
    
    
    (336
    )
    
    
    (684
    )
    
    
    (592
    )
    
    
    (87
    )Losses on derivative financial instruments
    
    
    219
    
    
    
    4,704
    
    
    
    
    
    
    
    
    
    
    
    859Interest expense
    
    
    1,886
    
    
    
    
    
    
    
    119
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    11,230
    
    
    $
    (4,827
    )
    
    $
    (694
    )
    
    $
    (540
    )
    
    
    (608
    )Net income (loss) per unit
    
    $
    802.14
    
    
    $
    (344.79
    )
    
    $
    (694.00
    )
    
    $
    (540.00
    )
    
    $
    (43.43
    )Balance Sheet Data:Current assets
    
    $
    26,701
    
    
    $
    70
    
    
    $
    37,634
    
    
    $
    640
    
    
    $
    30,312Property and equipment, net
    
    
    148,709
    
    
    
    128,639
    
    
    
    26,863
    
    
    
    43
    
    
    
    36,032Total assets
    
    
    177,284
    
    
    
    130,109
    
    
    
    65,671
    
    
    
    965
    
    
    
    67,548Current liabilities
    
    
    13,780
    
    
    
    12,112
    
    
    
    1,937
    
    
    
    82
    
    
    
    4,171Long-term debt
    
    
    89,910
    
    
    
    54,957
    
    
    
    
    
    
    
    
    
    
    
    Derivative financial instruments
    
    
    3,818
    
    
    
    4,494
    
    
    
    
    
    
    
    
    
    
    
    Members equity
    
    $
    69,776
    
    
    $
    58,546
    
    
    $
    63,734
    
    
    $
    884
    
    
    $
    63,378
   18




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Quarterly Financial Data
(Unaudited)
(Amounts In Thousands, Except Per Unit Amounts)
 Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter EndedMarch 31, 2009
    
    
    June 30, 2009
    
    
    September 30, 2009
    
    
    December 31, 2009Revenues
    
    $
    
    
    
    $
    
    
    
    $
    45,607
    
    
    $
    52,583Cost of goods sold
    
    
    134
    
    
    
    472
    
    
    
    40,775
    
    
    
    42,676Gross profit (loss)
    
    
    (134
    )
    
    
    (472
    )
    
    
    4,832
    
    
    
    9,907Selling, general and
administrative expenses
    
    
    107
    
    
    
    335
    
    
    
    195
    
    
    
    266Operating income (loss)
    
    
    (241
    )
    
    
    (807
    )
    
    
    4,637
    
    
    
    9,641(Losses) gains on
derivative financial
instruments
    
    
    (153
    )
    
    
    1,214
    
    
    
    (1,278
    )
    
    
    (2
    )Interest expense
    
    
    
    
    
    
    150
    
    
    
    921
    
    
    
    815Net (loss) income
    
    $
    (354
    )
    
    $
    285
    
    
    $
    2,456
    
    
    $
    8,843Net (loss) income per unit
    
    $
    (25.29
    )
    
    $
    20.36
    
    
    $
    175.43
    
    
    $
    631.64
 Quarterly Financial Data
(Unaudited)
(Amounts In Thousands, Except Per Unit Amounts)
 Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter EndedMarch 31, 2008
    
    
    June 30, 2008
    
    
    September 30, 2008
    
    
    December 31, 2008Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Cost of goods sold
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross profit (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Selling, general and
administrative expenses
    
    
    231
    
    
    
    18
    
    
    
    12
    
    
    
    75Operating loss
    
    
    (231
    )
    
    
    (18
    )
    
    
    (12
    )
    
    
    (75
    )(Losses) gains on
derivative financial
instruments
    
    
    (1,210
    )
    
    
    1,426
    
    
    
    (816
    )
    
    
    (4,104
    )Net (loss) income
    
    $
    (1,255
    )
    
    $
    1,425
    
    
    $
    (827
    )
    
    $
    (4,170
    )Net (loss) income per unit
    
    $
    (89.64
    )
    
    $
    101.79
    
    
    $
    (59.07
    )
    
    $
    (297.86
    )
 
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 This report contains forward-looking statements that involve future events, our future
performance and our expected future operations and actions. In some cases you can identify
forward-looking statements by the use of words such as may, will, should, anticipate,
believe, expect, plan, future, intend, could, estimate, predict, hope,
potential, continue, or the negative of these terms or other similar expressions. These
forward-looking statements are only our predictions and involve numerous assumptions, risks and
uncertainties. Our actual results or actions may differ materially from these forward-looking
statements for many reasons, including the reasons described in this report. We are not under any
duty to update the forward-looking statements contained in this report. We cannot guarantee future
results, levels of activity, performance or achievements. We caution you not to put undue reliance
on any forward-looking statements, which speak only as of the date of this report. You should read
this report and the documents that we reference in this report and have filed as exhibits,
completely and with the understanding that our actual future results may be materially different
from what we currently expect. We qualify all of our forward-looking statements by these cautionary
statements.
  19




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Overview
  Results of Operations
 Comparison of Fiscal Years Ended December 31, 2009 and 2008
 Revenues
      20




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Cost of Goods Sold
  Selling, General and Administrative Expense
  Operating Income
  Interest and Other Income
  Interest Expense
   21




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Losses on derivative financial instruments
  Net income/loss
  Additional Information
  Fiscal Year EndedDecember 31, 2009Production:Ethanol sold (gallons)
    
    
    50,560,316Distillers grains sold (tons)
    
    
    143,095Revenues:Ethanol average price per gallon
    
    $
    1.65Distillers grains average price per ton
    
    $
    103.34Primary Inputs:Corn ground (bushels)
    
    
    18,600,712Natural gas purchased (MMBTU)
    
    
    1,483,285Costs of Primary Inputs:Corn average price per bushel ground
    
    $
    3.613Natural gas average price per MMBTU
    
    $
    3.844Other Costs:Chemical and additive costs per gallon of ethanol sold
    
    $
    0.051Denaturant cost per gallon of ethanol sold
    
    $
    0.040Electricity cost per gallon of ethanol sold
    
    $
    0.038Direct labor cost per gallon of ethanol sold
    
    $
    0.028
   22




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Comparison of Fiscal Years Ended December 31, 2008 and October 31, 2007
  Selling, General and Administrative Expense
  Interest and Other Income
  Interest Expense
   23




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Losses on derivative financial instruments
  Net loss
  Discussion of Two Months Ended December 31, 2007
  Changes in Financial Condition for the Fiscal Year Ended December 31, 2009
     24




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Critical Accounting Policies
  Inventory Reserves
 Financial Instruments  Derivatives and Hedging
 Recoverability of Long-Lived Assets 
  25




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Trends and Uncertainties Impacting the Ethanol Industry and Our Operations
  Economic Downturn
  Corn Prices
   Ethanol Industry Competition
  Distillers Grains Marketing
  Technology Developments
    26




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Government Legislation and Regulations
  Liquidity and Capital Resources
   Cash Flows Provided By/ Used in Operating Activities
   Cash Flows Used in Investing Activities
    27




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Cash Flows Provided by Financing Activities
   Credit Facilities
    Outlook
  Off-Balance Sheet Arrangements
   28




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Tabular Disclosure of Contractual Obligations
   Payment due by periodLessthan 1
    
    
    1-3
    
    
    3-5
    
    
    More thanContractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    5 YearsLease obligations (a)
    
    $
    59
    
    
    $
    20
    
    
    $
    39
    
    
    $
    
    
    
    $
    Forward corn purchase
contracts
    
    
    12,448
    
    
    
    12,448
    
    
    
    
    
    
    
    
    
    
    
    Long-term debt obligations
    
    
    97,999
    
    
    
    8,089
    
    
    
    30,735
    
    
    
    59,175
    
    
    
    Interest on variable rate
debt (b)
    
    
    12,816
    
    
    
    3,186
    
    
    
    8,024
    
    
    
    1,606
    
    
    
    Other (c)
    
    
    6,457
    
    
    
    1,480
    
    
    
    2,750
    
    
    
    1,314
    
    
    
    913Total (d)
    
    $
    129,779
    
    
    $
    25,223
    
    
    $
    41,548
    
    
    $
    62,095
    
    
    $
    913
 (a)
    
    Amounts include rentals of $20,000 per year for the lease of our well site.(b)
    
    The interest rates effective as of December 31, 2009 for variable rate loans were used
to calculate future payments of interest on variable rate debt.(c)
    
    Amounts represent payments due related to railcar agreements and utility agreements.(d)
    
    We are not able to determine the likely settlement period, if any, for interest rate
swaps, accordingly, $5,231,000 of liabilities for derivative financial instruments have
been excluded from the table above. Seasonality of Ethanol Sales
  Impact of Inflation
  
  29




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
   Commodity Price Risk
   Hypothetical
    
    
    ApproximateVolume for the year ended
    
    
    
    
    
    
    Adverse Change in
    
    
    Adverse Change toDecember 31. 2009
    
    
    Unit of Measure
    
    
    Price
    
    
    IncomeNatural Gas
    
    
    1,483,285
    
    
    MMBtu
    
    
    10
    %
    
    $
    570,000Ethanol
    
    
    50,560,316
    
    
    Gallons
    
    
    10
    %
    
    $
    8,342,000Corn
    
    
    18,600,712
    
    
    Bushels
    
    
    10
    %
    
    $
    6,720,000
  30




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 ONE EARTH ENERGY, LLC
BALANCE SHEETS
(Amounts in Thousands)
 December 31,
    
    
    December 31,2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    12,099
    
    
    $
    16Accounts receivable
    
    
    5,457
    
    
    
    Inventory
    
    
    6,290
    
    
    
    Prepaid expenses
    
    
    1,579
    
    
    
    54Other current assets
    
    
    1,276
    
    
    
    Total current assets
    
    
    26,701
    
    
    
    70Property and equipment, net
    
    
    148,709
    
    
    
    128,639Deferred financing costs, net
    
    
    1,259
    
    
    
    1,364Restricted cash
    
    
    20
    
    
    
    20Other assets
    
    
    595
    
    
    
    16Total assets
    
    $
    177,284
    
    
    $
    130,109Liabilities and equity:Current liabilities:Accounts payable, trade
    
    $
    1,016
    
    
    $
    7Construction payable
    
    
    
    
    
    
    9,750Current portion of long-term debt
    
    
    8,089
    
    
    
    1,085Accrued real estate taxes
    
    
    1,930
    
    
    
    7Derivative financial instruments
    
    
    1,413
    
    
    
    1,069Other current liabilities
    
    
    1,332
    
    
    
    194Total current liabilities
    
    
    13,780
    
    
    
    12,112Long-term liabilities:Long-term debt
    
    
    89,910
    
    
    
    54,957Derivative financial instruments
    
    
    3,818
    
    
    
    4,494Total long-term liabilities
    
    
    93,728
    
    
    
    59,451Commitments and contingenciesMembers equity:Members capital (13,781 units issued and outstanding in
2009 and 2008 )
    
    
    65,215
    
    
    
    65,215Retained earnings (accumulated deficit)
    
    
    4,561
    
    
    
    (6,669
    )Total members equity
    
    
    69,776
    
    
    
    58,546Total liabilities and equity
    
    $
    177,284
    
    
    $
    130,109
   F-1




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ONE EARTH ENERGY, LLC
STATEMENTS OF OPERATIONS
(Amounts in Thousands, Except Per Unit Amounts)
 TransitionPeriod TwoYear Ended
    
    
    Year Ended
    
    
    Months EndedDecember 31,
    
    
    October 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007
    
    
    2007Revenues
    
    $
    98,190
    
    
    $
    
    
    
    $
    
    
    
    $
    Cost of sales
    
    
    84,057
    
    
    
    
    
    
    
    
    
    
    
    Gross profit
    
    
    14,133
    
    
    
    
    
    
    
    
    
    
    
    Selling, general and administrative expenses
    
    
    (903
    )
    
    
    (336
    )
    
    
    (684
    )
    
    
    (87
    )Operating income (loss)
    
    
    13,230
    
    
    
    (336
    )
    
    
    (684
    )
    
    
    (87
    )Interest and other income
    
    
    105
    
    
    
    213
    
    
    
    109
    
    
    
    338Interest expense
    
    
    (1,886
    )
    
    
    
    
    
    
    (119
    )
    
    
    Losses on derivative financial instruments, net
    
    
    (219
    )
    
    
    (4,704
    )
    
    
    
    
    
    
    (859
    )Net income (loss)
    
    $
    11,230
    
    
    $
    (4,827
    )
    
    $
    (694
    )
    
    $
    (608
    )Weighted average units outstanding  basic and diluted
    
    
    14
    
    
    
    14
    
    
    
    1
    
    
    
    14Basic and diluted net income (loss) per unit
    
    $
    802.14
    
    
    $
    (344.79
    )
    
    $
    (694.00
    )
    
    $
    (43.43
    )
   F-2




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##### Table of Contents



ONE EARTH ENERGY, LLC
STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
 TransitionPeriod TwoYear Ended
    
    
    Year Ended
    
    
    Months EndedDecember 31,
    
    
    October 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    11,230
    
    
    $
    (4,827
    )
    
    $
    (694
    )
    
    $
    (608
    )Adjustments to reconcile net income (loss) to
cash provided by (used in) operating activities:Depreciation and amortization
    
    
    4,949
    
    
    
    18
    
    
    
    3
    
    
    
    Derivative financial instruments
    
    
    (332
    )
    
    
    4,704
    
    
    
    
    
    
    
    859Expiration of land option
    
    
    
    
    
    
    
    
    
    
    17
    
    
    
    Changes in assets and liabilities:Accounts receivable, net
    
    
    (5,457
    )
    
    
    (4
    )
    
    
    
    
    
    
    (4
    )Inventory, net
    
    
    (6,290
    )
    
    
    
    
    
    
    
    
    
    
    Prepaid expenses and other assets
    
    
    (3,381
    )
    
    
    11
    
    
    
    (20
    )
    
    
    (19
    )Accounts payable, trade
    
    
    1,009
    
    
    
    (12
    )
    
    
    43
    
    
    
    (122
    )Accrued real estate taxes
    
    
    1,923
    
    
    
    
    
    
    
    
    
    
    
    Other current liabilities
    
    
    1,138
    
    
    
    (4
    )
    
    
    51
    
    
    
    153Net cash provided by (used in) operating
activities
    
    
    4,789
    
    
    
    (114
    )
    
    
    (600
    )
    
    
    259CASH FLOWS FROM INVESTING ACTIVITIES:Restricted cash
    
    
    
    
    
    
    (20
    )
    
    
    
    
    
    
    Payments for land options
    
    
    
    
    
    
    
    
    
    
    (10
    )
    
    
    Capital expenditures
    
    
    (24,879
    )
    
    
    (86,143
    )
    
    
    (26,076
    )
    
    
    (6,637
    )Net cash used in investing activities
    
    
    (24,879
    )
    
    
    (86,163
    )
    
    
    (26,086
    )
    
    
    (6,637
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payments for financing costs
    
    
    (35
    )
    
    
    
    
    
    
    (1,174
    )
    
    
    (190
    )Payments for deferred offering costs
    
    
    
    
    
    
    
    
    
    
    (598
    )
    
    
    (5
    )Payments due to rescinders
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    Proceeds from long-term debt
    
    
    39,208
    
    
    
    56,042
    
    
    
    1,010
    
    
    
    Member contributions
    
    
    
    
    
    
    
    
    
    
    64,378
    
    
    
    253Payments of long-term debt
    
    
    (7,000
    )
    
    
    
    
    
    
    
    
    
    
    (1,010
    )Net cash provided by (used in) financing
activities
    
    
    32,173
    
    
    
    56,042
    
    
    
    63,660
    
    
    
    (952
    )NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    12,083
    
    
    
    (30,235
    )
    
    
    36,974
    
    
    
    (7,330
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    16
    
    
    
    30,251
    
    
    
    607
    
    
    
    37,581CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    12,099
    
    
    $
    16
    
    
    $
    37,581
    
    
    $
    30,251Non cash activities  Accrued capital expenditures
    
    $
    
    
    
    $
    
    
    
    $
    753
    
    
    $
    2,563Non cash activities  Payable related to plant
construction refinanced to long-term debt
    
    $
    
    
    
    $
    9,750
    
    
    $
    
    
    
    $
    Non cash activities  Member unit recissions in
accounts payable
    
    $
    
    
    
    $
    
    
    
    $
    45
    
    
    $
    Non cash activities  Deferred offering costs
included in accounts payable
    
    $
    
    
    
    $
    
    
    
    $
    24
    
    
    $
    Non cash activities  Deferred offering costs
offset against member contributions
    
    $
    
    
    
    $
    
    
    
    $
    834
    
    
    $
    Non cash activities  Deposit applied to land
purchase
    
    $
    
    
    
    $
    
    
    
    $
    30
    
    
    $
    
   F-3




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##### Table of Contents



ONE EARTH ENERGY, LLC
STATEMENTS OF CHANGES IN MEMBERS EQUITY
(Amounts in thousands)
 Accumulated EarningsMembers Capital
    
    
    (Deficit)
    
    
    TotalBalance October 31, 2006
    
    $
    1,425
    
    
    
    (540
    )
    
    
    885Contributions from
members
    
    
    64,620
    
    
    
    
    
    
    
    64,620Unit subscriptions
receivable
    
    
    (253
    )
    
    
    
    
    
    
    (253
    )Costs of raising equity
capital
    
    
    (834
    )
    
    
    
    
    
    
    (834
    )Net loss
    
    
    
    
    
    
    (694
    )
    
    
    (694
    )Units exchanged for
lease agreement
    
    
    10
    
    
    
    
    
    
    
    10Balance October 31, 2007
    
    
    64,968
    
    
    
    (1,234
    )
    
    
    63,734Contributions from
members
    
    
    252
    
    
    
    
    
    
    
    252Offering costs
    
    
    (5
    )
    
    
    
    
    
    
    (5
    )Net loss for two months
ended December 31, 2007
    
    
    
    
    
    
    (608
    )
    
    
    (608
    )Balance, December 31,
2007
    
    
    65,215
    
    
    
    (1,842
    )
    
    
    63,373Net loss for year ended
December 31, 2008
    
    
    
    
    
    
    (4,827
    )
    
    
    (4,827
    )Balance, December 31,
2008
    
    
    65,215
    
    
    
    (6,669
    )
    
    
    58,546Net income for year
ended December 31, 2009
    
    
    
    
    
    
    11,230
    
    
    
    11,230Balance, December 31,
2009
    
    $
    65,215
    
    
    $
    4,561
    
    
    $
    69,776
   F-4




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##### Table of Contents



ONE EARTH ENERGY, LLC
Notes to Financial Statements
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Nature of Business
  Fiscal Reporting Period
  Accounting Estimates
  Concentration of Credit Risk
   Cash Equivalents
  Property and Equipment
    F-5




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##### Table of Contents



Interest Rate Swap
  Deferred Financing Costs
  Years Ended December 31,
    

Amortization2010
    
    $
    3152011
    
    
    2862012
    
    
    2482013
    
    
    2132014
    
    
    197Total
    
    $
    1,259
 Inventories
  December 31, 2009Ethanol and other finished goods, net
    
    $
    1,558Work in process, net
    
    
    1,235Grain and other raw materials
    
    
    3,497Total
    
    $
    6,290
 Revenue Recognition
  Year Ended December 31,2009Ethanol
    
    $
    83,402Dried distillers grains
    
    
    14,705Other
    
    
    83Total
    
    $
    98,190
  F-6




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##### Table of Contents



Cost of Sales
  Selling, General and Administrative Expenses
  Income Taxes
   Impact of New Accounting Pronouncements
      F-7




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##### Table of Contents



Net Income or Loss per Unit
  Comprehensive Income (Loss)
  2. PROPERTY AND EQUIPMENT
  2009
    
    
    2008Land and land improvements
    
    $
    14,317
    
    
    $
    10,334Plant and equipment
    
    
    117,442
    
    
    
    Buildings
    
    
    21,237
    
    
    
    452Office equipment
    
    
    519
    
    
    
    170Construction in process
    
    
    24
    
    
    
    117,705Gross property and equipment
    
    
    153,539
    
    
    
    128,661Less: accumulated depreciation
    
    
    (4,830
    )
    
    
    (22
    )Net property and equipment
    
    $
    148,709
    
    
    $
    128,639
 3. MEMBERS EQUITY
   F-8




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##### Table of Contents



4. LONG-TERM DEBT
      F-9




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##### Table of Contents



Years Ended December 31,
    
    Maturities2010
    
    $
    8,0892011
    
    
    9,3112012
    
    
    10,4972013
    
    
    10,9272014
    
    
    59,175Total
    
    $
    97,999
  5. FINANCIAL INSTRUMENTS
     Notional
    
    
    Fair ValueAmount
    
    
    LiabilityInterest rate swaps
    
    $
    73,469
    
    
    $
    5,231
   F-10




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##### Table of Contents



6. FAIR VALUE
   Level 1
 2
 Level 3
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Fair ValueDerivative liabilities
    
    $
    
    
    
    $
    5,231
    
    
    $
    
    
    
    $
    5,231
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Fair ValueDerivative liabilities
    
    $
    
    
    
    $
    5,563
    
    
    $
    
    
    
    $
    5,563
  F-11




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##### Table of Contents



7. RELATED-PARTY TRANSACTIONS
    8. COMMITMENTS AND CONTINGENCIES
          F-12




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/ DELOITTE & TOUCHE LLPCincinnati, OhioNovember 8, 2010
  F-13




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.Certified Public AccountantsMinneapolis, MinnesotaJanuary 28, 2008
  F-14




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A(T). CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   
 
 Managements Annual Report on Internal Control over Financial Reporting
    31




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##### Table of Contents




   Remediation Efforts
  
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS; EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   Name
    
    Age
    
    Position
    
    AddressScott Docherty
    
    
    47
    
    
    Chairman/ Director
    
    9 Fir Court
Monticello, IL 61856Joseph Thompson
    
    
    50
    
    
    Vice President/ Director
    
    49 Deer Run Place
Monticello, IL 61856Jack Murray
    
    
    53
    
    
    Secretary / Treasurer /
Director
    
    2607 County Rd 1000E
Champaign, IL 61822Bruce Bastert
    
    
    52
    
    
    Director
    
    110 Mohican Lane
Loda, IL 60948Roger Miller
    
    
    56
    
    
    Director
    
    804 East Boone Street
Tolono, IL 61880Zafar Rizvi
    
    
    60
    
    
    Director
    
    2875 Needmore Road
Dayton, Ohio 45414Steve Kelly
    
    
    53
    
    
    President/General
Manager
    
    225 E. 700 N. Road
Gibson City, IL 60936
  32




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##### Table of Contents



Business Experience of Directors and Officers
  Scott Docherty, Chairman and Director, Age 47.
 Joseph Thompson, Vice President and Director, Age 50.
 Jack Murray, Secretary / Treasurer and Director, Age 53.
 Bruce Bastert, Director, Age 52.
 Roger Miller, Director, Age 56.
  33




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##### Table of Contents



Zafar Rizvi, Director, Age 60.
 Business Experience of Significant Employees
 Steven Kelly, President/General Manager, Age 53.
 Larry Brees, Controller, Age 53.
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Identification of Audit Committee
   34




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##### Table of Contents



Audit Committee Financial Expert
  
 ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview
 Compensation of Named Executive Officers and Directors
     Compensation Philosophy and Objectives
  (1)
    
    Attract, retain and motivate highly qualified and talented employees who will
contribute to the Companys success by reason of their ability, ingenuity and industry;(2)
    
    Link compensation realized to the achievement of the Companys short and
long-term financial and strategic goals;(3)
    
    Align management and member interests by encouraging long-term member value
creation;(4)
    
    Maximize the financial efficiency of the compensation program from tax,
accounting, cash flow and dilution perspectives; and(5)
    
    Support important corporate governance principles and comply with best
practices.
  Compensation Committee Procedures
    35




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##### Table of Contents



Compensation Components
 Base Salary
  Cash Bonus
   Benefits and Perquisites
  No Pension Benefit Plan, Deferred Compensation Plan or Change of Control or Severance Agreements
  Accounting and Tax Treatment of Awards
    36




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##### Table of Contents



Executive Compensation Committee Report
   
 Compensation Committee Interlocks and Insider Participation
  Compensation of Named Executive Officers and Directors
  Summary Compensation Table.
 Name andPrincipal Position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    TotalSteve Kelly,
    
    
    2009
    
    
    $
    172,907
    
    
    $
    6,427
    
    
    $
    179,334President and General Manager
    
    
    2008
    
    
    $
    170,000
    
    
    $
    0
    
    
    $
    170,000
  Name
    
    Fees Earned or Paid in Cash
    
    
    All Other Compensation
    
    
    TotalScott Docherty
    
    $
    1,300
    (1)
    
    $
    0
    
    
    $
    1,300Joe Thompson
    
    $
    1,300
    (2)
    
    $
    0
    
    
    $
    1,300Jack Murray
    
    $
    900
    (3)
    
    $
    0
    
    
    $
    900Bruce Bastert
    
    $
    1,000
    (4)
    
    $
    0
    
    
    $
    1,000Roger Miller
    
    $
    1,100
    (5)
    
    $
    0
    
    
    $
    1,100Zafar Rizvi
    
    $
    1,200
    (6)
    
    $
    0
    
    
    $
    1,200
 (1)
    
    Compensation earned by Mr. Dochertys attendance at board meetings is made payable to
Topflight Grain Cooperative.(2)
    
    Compensation earned by Mr. Thompsons attendance at board meetings is made payable to
Alliance Grain Company.(3)
    
    Compensation earned by Mr. Murrays attendance at board meetings is made payable to
Jack Murray.(4)
    
    Compensation earned by Mr. Basterts attendance at board meetings is made payable to
Ludlow Cooperative Elevator Company.(5)
    
    Compensation earned by Mr. Millers attendance at board meetings is made payable to
Premier Cooperative, Inc. and Grand Prairie Co-op, Inc.; Grand Prairie Co-op, Inc. merging
with Premier Cooperative after the commencement of the 2009 fiscal year.(6)
    
    Compensation earned by Mr. Rizvis attendance at board meetings is made payable to REX
American Resources Corporation.  37




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##### Table of Contents



Director Compensation Arrangements
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER MATTERS
 Security Ownership of Certain Beneficial Owners
  Amount and Nature ofTitle of Class
    
    Name (1)
    
    Beneficial Owner
    
    Percent of ClassMembership Units
    
    Farmers Energy Incorporated
    
    10,153 units
    
    
    73.67
    %
 (1)
    
    Farmers Energy Incorporateds address is 2875 Needmore Rd., Dayton, Ohio 45414. Security Ownership of Management
  Amount andNature ofName and Address of
    
    Beneficial
    
    Percent ofTitle of Class
    
    Beneficial Owner(1)
    
    Ownership
    
    ClassMembership Units
    
    Steve Kelly(2)
    
    10 units
    
    
    0.07
    %Membership Units
    
    Jack Murray(3)
    
    226 units
    
    
    1.64
    %Membership Units
    
    Bruce Bastert(4)
    
    177 units
    
    
    1.28
    %Membership Units
    
    Roger Miller
    
    5 units
    
    
    0.04
    %Membership Units
    
    Zafar Rizvi(5)
    
    10,153 units
    
    
    73.67
    %All Directors and Officers as a Group:
    
    10,571 Units
    
    
    76.70
    %
 
 (1)
    
    The address of the beneficial owner is deemed to be the same address indicated above in Item
10.(2)
    
    Mr. Kellys units are owned jointly with his wife, Kathleen Kelly.(3)
    
    171 units are owned by Premier Cooperative, Inc., as successor-in-interest of Fisher Farmers
Grain & Coal Co., 20 units are owned by Keith Farms, 5 units are owned by JN & JM Farms and 20
units are owned by Murray Farms. Our director, Jack Murray is a principal of Premier
Cooperative, Keith Farms, JN & JM Farms and Murray Farms. Mr. Murrays remaining 10 units are
owned jointly with his wife Patricia Murray.(4)
    
    Includes 171 units owned by Top Flight Grain Cooperative of which Bruce Bastert is a
cooperative owner.(5)
    
    Units are owned by Farmers Energy Incorporated. Zafar Rizvi, our director, is the President
of Farmers Energy Incorporated.  38




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
  Alliance Grain Company
     39




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##### Table of Contents



Farmers Energy Incorporated (FEI)
  Topflight Grain Cooperative, Inc., Fisher Farmers Grain & Coal Company, Ludlow Cooperative Elevator
Company and Grand Prairie Coop, Inc.
  Bloomer Connecting Shippers Railroad Co.
    Director Independence
   40




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##### Table of Contents



Audit Committee
  Compensation Committee
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Independent Registered Public Accounting Firm
   Audit Fees
  Category
    
    Fiscal Year
    
    
    FeesAudit Fees(1)
    
    
    2009
    
    
    $
    55,0002008
    
    
    $
    35,000Audit-Related Fees
    
    
    2009
    
    
    $
    02008
    
    
    $
    0Tax Fees
    
    
    2009
    
    
    $
    02008
    
    
    $
    0All Other Fees
    
    
    2009
    
    
    $
    02008
    
    
    $
    0
 
 (1)
    
    Audit Fees consist of fees billed for professional services rendered for the audit of our
annual financial statements and services that are normally provided by Deloitte & Touche LLP in
connection with statutory and regulatory filings or engagements for the fiscal years ended
December 31, 2009 and 2008.(2)
    
    We incurred no other reportable fees in the fiscal years ended December 31, 2008 and December
31, 2009.  41




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##### Table of Contents



Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services
  
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  Exhibit No.
    
    Description
    
    Method of Filing10.1
    
    
    Ethanol Merchandising Agreement dated June
5, 2009 between One Earth Energy, LLC and
Lansing Ethanol Services, LLC.+
    
    *10.2
    
    
    Natural Gas Pipeline Company of America LLC
(Natural) Transportation Rate Schedule Its
dated June 29, 2009 between One Earth
Energy, LLC and Natural Gas Pipeline
Company of America LLC.
    
    *10.3
    
    
    Grain Handling Agreement dated February 15,
2008 between One Earth Energy, LLC and
Alliance Grain Co.+
    
    *10.4
    
    
    Mutual Release and Termination of Ethanol
Marketing Contract Agreement dated May 14,
2009 between One Earth Energy, LLC and
Eco-Energy Inc.
    
    *10.5
    
    
    Agreement for Assignment of an Undivided
Interest in Real Property and Its
Appurtenances dated December 9, 2008
between One Earth Energy, LLC and Ameren
Energy Generating Company.+
    
    *10.6
    
    
    System Extension or Modification Guarantee
Agreement dated January 18, 2008 between
One Earth Energy, LLC and Central Illinois
Public Service Company d/b/a AmerenCIPS
    
    *10.7
    
    
    First Amendment of Construction Loan
Agreement dated September 19, 2008 between
One Earth Energy, LLC and First National
Bank of Omaha.
    
    *31.1
    
    
    Certificate Pursuant to 17 CFR 240.13a-14(a)
    
    *31.2
    
    
    Certificate Pursuant to 17 CFR 240.13a-14(a)
    
    *32.1
    
    
    Certificate Pursuant to 18 U.S.C. § 1350
    
    *32.2
    
    
    Certificate Pursuant to 18 U.S.C. § 1350.
    
    *
 
 (*)
    
    Filed herewith.(+)
    
    Material has been omitted pursuant to a request for confidential treatment and such materials
have been filed separately with the Securities and Exchange Commission  42




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##### Table of Contents



SIGNATURES
  ONE EARTH ENERGY, LLCDate:  November 8, 2010
    /s/ Steve KellySteve KellyPresident (Principal Executive Officer)Date:  November 8, 2010
    /s/ Larry BreesLarry BreesChief Financial Officer (Principal Financial and
Accounting Officer)Date:  November 8, 2010
    /s/ Joe ThompsonJoe ThompsonVice President and DirectorDate:  November 8, 2010
    /s/ Scott DochertyScott DochertyChairman and DirectorDate:  November 8, 2010
    /s/ Jack MurrayJack MurrayTreasurer/Secretary and DirectorDate:  November 8, 2010
    /s/ Bruce BastertBruce BastertDirectorDate:  November 8, 2010
    /s/ Roger MillerRoger Miller, DirectorDate:  November 8, 2010
    /s/ Zafar RizviZafar Rizvi, Director  43