General

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 fiscal year ended October 31, 2019. This discussion should be read in conjunction with the consolidated financial statements included herewith and notes to the consolidated financial statements thereto and the risk factors contained herein.





Overview



Heron Lake BioEnergy, LLC is a Minnesota limited liability company that owns and
operates a dry mill corn-based, natural gas fired ethanol plant near Heron
Lake,
Minnesota.


Our revenues are derived from the sale and distribution of our ethanol throughout the continental U.S. and in the sale and distribution of our distillers' grains (DGS) locally, and throughout the continental U.S.


Based on the criteria set forth in ASC 280, the Company has two reportable
operating segments for financial reporting purposes: (1) production of ethanol
and related distillers' grains, corn oil and syrup collectively referred to as
ethanol production; and (2) natural gas pipeline distribution and services from
the Company's majority owned subsidiary, Agrinatural.



Before intercompany eliminations, revenues from our natural gas pipeline segment
represented 3.0%, 3.2%, and 2.7% of our total consolidated revenues in the years
ended October 31, 2019, 2018, and 2017, respectively. After accounting for
intercompany eliminations for fees paid by the Company for natural gas
transportation services pursuant to our natural gas transportation agreement
with Agrinatural, Agrinatural's revenues represented 1.3%, 1.5%, and 1.1% of our
consolidated revenues for the fiscal years ended October 31, 2019, 2018, and
2017 respectively, and have little to no impact on the overall performance

of
the Company.


Plan of Operations For the Next Twelve Months





Over the next twelve months we will continue our focus on operational
improvements at our plant. These operational improvements include exploring
methods to improve ethanol yield per bushel and increasing production output at
our plant, continued emphasis on safety and environmental regulation, reducing
our operating costs, and optimizing our margin opportunities through prudent
risk-management policies.



The Company, and the ethanol industry as a whole, experienced significant
adverse conditions throughout most of 2018 and into 2019 as a result of
industry-wide record low ethanol prices due to reduced demand and high industry
inventory levels. These factors resulted in prolonged negative operating
margins, significantly lower cash flow from operations and substantial net
losses. We expect to have sufficient cash generated by continuing operations and
availability on our credit facility to fund our operations. However, should we
experience unfavorable operating conditions in the ethanol industry that prevent
us from profitably operating our plant, we may need to seek additional funding.



In addition, we expect to continue to conduct routine maintenance and repair
activities at the ethanol plant to maintain current plant infrastructure, as
well as small capital projects to improve operating efficiency. We anticipate
using cash we generate from our operations and our revolving term loan to
finance these plant upgrade projects.



Trends and Uncertainties Impacting Our Operations





The principal factors affecting our results of operations and financial
conditions are the market prices for corn, ethanol, distillers' grains and
natural gas, as well as governmental programs designed to create incentives for
the use of corn-based ethanol. Other factors that may affect our future results
of operation include those risks and factors discussed in this report at "PART I
- ITEM 1. BUSINESS" and "PART I - ITEM 1A. RISK FACTORS".



                                       39



Our operations are highly dependent on commodity prices, especially prices for
corn, ethanol, distillers' grains and natural gas. As a result, our operating
results can fluctuate substantially due to volatility in these commodity
markets. The price and availability of corn is subject to significant
fluctuations depending upon a number of factors that affect commodity prices in
general, including crop conditions, yields, domestic and global stocks, weather,
federal policy and foreign trade. Natural gas prices are influenced by severe
weather in the summer and winter and hurricanes in the spring, summer and fall.
Other factors include North American exploration and production, and the amount
of natural gas in underground storage during injection and withdrawal seasons.
Ethanol prices are sensitive to world crude oil supply and demand, domestic
gasoline supply and demand, the price of crude oil, gasoline and corn, the price
of substitute fuels and octane enhancers, refining capacity and utilization,
government regulation and incentives and consumer demand for alternative fuels.
Distillers' grains prices are impacted by livestock numbers on feed, prices for
feed alternatives and supply, which is associated with ethanol plant production.



We expect our ethanol plant to produce approximately 2.8 gallons of denatured
ethanol for each bushel of grain processed in the production cycle. Because the
market price of ethanol is not always directly related to corn, at times ethanol
prices may lag price movements in corn prices and corn-ethanol price spread (the
difference between the price per gallon of ethanol and the price per bushel of
grain divided by 2.8) may be tightly compressed or negative. If the corn-ethanol
spread is compressed or negative for sustained period, it is possible that our
operating margins will decline or become negative and our ethanol plant may not
generate adequate cash flow for operations. In such cases, we may reduce or
cease production at our ethanol plant in order to minimize our variable costs
and optimize cash flow.



For the fiscal year ended October 31, 2019 compared to fiscal year ended October
31, 2018, our average price per gallon of ethanol sold increased
approximately 2.4%. However, the average price per gallon of ethanol sold for
the fiscal year ended October 31, 2019 was approximately 8.7% lower than the
average price per gallon of ethanol sold for the fiscal year ended October 31,
2017. There has been decreased production of ethanol and gasoline demand has
been flat. Additionally, the increase in approved economic hardship exemptions
from the RVOs has recently effectively lowered the RVOs by a significant number
of gallons of domestic demand. If this trend continues, it may continue to
negatively impact the U.S. ethanol market. Management believes that the ethanol
outlook moving into fiscal year 2020 will remain relatively flat and our margins
will remain tight due to higher corn prices and relatively flat gasoline demand.




In recent years, exports of ethanol have been increasing; however, exports fell
slightly during the 2019 fiscal year compared to the 2018 fiscal year. Export
demand for ethanol is less consistent compared to domestic demand which can lead
to ethanol price volatility. During 2017, Brazil and China adopted import quotas
and/or tariffs on the importation of ethanol, which are expected to continue to
negatively impact U.S. exports. China, the number three importer of U.S. ethanol
in 2016, has imported negligible volumes since imposing a 70% tariff in 2018. On
September 1, 2017, Brazil's Chamber of Foreign Trade imposed a 20% tariff on
U.S. ethanol imports in excess of 150 million liters, or 39.6 million gallons,
per quarter. The tariff was renewed in September 2019, but the import quota was
raised to 187.5 million liters, or 49.5 million gallons, per quarter. U.S.
exports to Brazil have decreased from our 2018 fiscal year to our 2019 fiscal
year. This tariff may continue to have a negative impact on the export market
demand and prices for ethanol produced in the United States. Any decrease in
U.S. ethanol exports could adversely impact the market price of ethanol unless
domestic demand increases or foreign markets are developed.



Corn prices trended upward during fiscal year 2019, but began trending slightly
downward during the fourth quarter of fiscal year 2019. The latest estimates of
supply and demand provided by the U.S. Department of Agriculture ("USDA")
estimate the 2018-19 ending corn stocks at approximately 2.1 billion bushels,
and project the 2019-2020 corn supply at approximately 15.8 billion bushels,
which is less than the 2018-2019 supply, with corn consumption for ethanol and
co-products steady at approximately 5.3 billion bushels, suggesting higher corn
prices into the first half of fiscal 2020. Weather, world supply and demand,
current and anticipated stocks, agricultural policy and other factors can
contribute to volatility in corn prices. If corn prices rise, it will have a
negative effect on our operating margins unless the price of ethanol and
distillers' grains outpaces rising corn prices.



Distillers' grains prices increased in 2019 over 2018 due to decreased supply as
a result of decreased production. Top export markets include Mexico, Japan,
Canada, Colombia, China, and South Korea. Of note, however, is that export
demand from China, historically one of the largest importers of U.S. produced
distillers grains, has significantly declined. In 2017, China imposed
significant anti-dumping and anti-subsidy tariffs on distillers' grains imported
from the U.S., which resulted in significant declines in exports of U.S.
distillers' grains to China. The anti-dumping tariffs range from 42.2% to 53.7%
and the anti-subsidy tariffs range from 11.2% to 12%. The imposition of

                                       40



these duties has resulted in a significant decline in demand from this top
importer requiring U.S. producers to seek out alternative markets.  Exports to
China are substantially below the pre-tariff export levels. There is no
guarantee that distillers' grains exports to China will return to pre-tariff
levels.



Management anticipates distillers' grains prices will remain steady during our
2020 fiscal year, unless additional domestic demand or other foreign markets
develop. Domestic demand for distillers' grains could be negatively affected if
corn prices decline and end-users switch to lower priced alternatives.



Although our corn oil prices improved slightly year over year, corn oil prices
as a whole have been adversely impacted during the last few years by oversupply
of corn oil due to the substantial increase in corn oil production.
Additionally, corn oil prices have been impacted by the oversupply of
soybeans and the resulting lower price of soybean oil which competes with corn
oil for biodiesel production. In December 2019, legislation was signed extending
the $1.00 per-gallon biodiesel blender tax credit retroactively to January 1,
2018, and through December 31, 2022.



Given the inherent volatility in ethanol, distillers' grains, non-food grade
corn oil, grain and natural gas prices, we cannot predict the likelihood that
the spread between ethanol, distillers' grains, non-food grade corn oil and
grain prices in future periods will be consistent compared to historical
periods.



Results of Operations for the Fiscal Years Ended October 31, 2019 and 2018



The following table shows the results of our operations and the percentage of
revenues, cost of goods sold, operating expenses and other items to total
revenues in our audited consolidated statements of operations for the fiscal
years ended October 31, 2019 and 2018 (amounts in thousands):




                                                    2019                    2018
   Statement of Operations Data                             %                        %
   Revenues                                $   106,827   100.0 %    $   108,472   100.0 %
   Cost of Goods Sold                          108,812   101.9 %        104,380    96.2 %
   Gross Profit (Loss)                         (1,985)   (1.9) %          4,092     3.8 %
   Operating Expenses                          (3,398)   (3.2) %        (3,198)   (2.9) %
   Operating Income (Loss)                     (5,383)   (5.1) %            894     0.9 %
   Other Income, net                               205     0.2 %            273     0.3 %
   Net Income (Loss)                           (5,178)   (4.9) %          1,167     1.2 %

Less: Net Income Attributable to


   Non-controlling Interest                      (278)   (0.3) %         

(312) (0.3) %

Net Income (Loss) Attributable to


   Heron Lake BioEnergy, LLC               $   (5,456)   (5.2) %    $       855     0.9 %




Revenues



Our consolidated revenue is derived principally from revenues from our ethanol
production segment, which consists of sales of our three primary products:
ethanol, distillers' grains and corn oil. Our remaining consolidated revenues
are attributable to incidental sales of corn syrup and Agrinatural revenues, net
of eliminations for distribution fees paid by the Company to Agrinatural for
natural gas transportation services.



                                       41



The following table shows the sources of our consolidated revenue and the
approximate percentage of revenues from those sources to total revenues in our
audited consolidated statements of operations for the fiscal year ended
October 31, 2019:




                                                         Year Ended October 31, 2019
                                                   Sales Revenue        % of Total Revenues
                                                  (in thousands)
Ethanol sales                                     $        82,544                    77.3 %
Distillers' grains sales                                   18,214                    17.1 %
Corn oil sales                                              3,514                     3.3 %
Corn syrup sales                                            1,123                     1.0 %
Agrinatural revenues (net of intercompany
eliminations)                                               1,432                     1.3 %
Total Revenues                                    $       106,827                   100.0 %




The following table shows the sources of our consolidated revenue and the
approximate percentage of revenues from those sources to total revenues in our
consolidated statements of operations for the fiscal year ended October 31,
2018:




                                                        Year Ended October 31, 2018
                                                  Sales Revenue        % of Total Revenues
                                                 (in thousands)
Ethanol sales                                    $        82,136                    75.7 %
Distillers' grains sales                                  20,041                    18.5 %
Corn oil sales                                             4,028                     3.7 %
Corn syrup sales                                             607                     0.6 %
Agrinatural revenues (net of intercompany
eliminations)                                              1,660                     1.5 %
Total Revenues                                   $       108,472                   100.0 %




Our total consolidated revenues decreased by approximately 1.5% for the fiscal
year ended October 31, 2019, as compared to the fiscal year 2018 primarily due
to decreases in production of ethanol, distillers' grains, and corn oil, which
were partially mitigated by increases in average prices realized for our
ethanol, distillers' grains, and corn oil. The following table reflects
quantities of our three primary products sold and the average net prices
received for the fiscal years ended October 31, 2019 and 2018:




                       Year Ended October 31, 2019          Year Ended October 31, 2018
                        Quantity       Avg. Selling      Quantity
                          Sold            Price            Sold         Avg. Selling Price
                          (in                               (in
Product                thousands)                       thousands)
Ethanol (gallons)           65,512    $         1.26         66,889    $               1.23
Distillers' grains
(tons)                         143    $       127.32            160    $             125.34
Corn oil (pounds)           14,251    $         0.25         16,657    $               0.24




Ethanol



Total revenues from sales of ethanol increased by approximately 0.5% for fiscal
year 2019 compared to the fiscal year 2018 due primarily to an approximately
2.4% increase in the average price per gallon we received for our ethanol,
offset by an approximate 2.1% decrease in the volumes sold from period to
period. We sold fewer ethanol gallons during fiscal year 2019 as compared to
fiscal year 2018 primarily due to a decrease in ethanol production. Ethanol
production was lower at our plant compared to the prior year as a result of
slight production slowdowns due to lower corn supply availability. We are
currently operating above our nameplate capacity. Management anticipates
relatively stable ethanol production and sales during our 2020 fiscal year.

The increase in the price of ethanol was due to decreased ethanol stocks compared to the fiscal year ended October 31, 2018. In addition, because ethanol prices are typically directionally consistent with changes in corn prices, higher corn prices pushed the price of ethanol slightly higher.





We occasionally engage in hedging activities with respect to our ethanol sales.
We recognize the gains or losses that result from the changes in the value of
these derivative instruments in revenues as the changes occur. At October 31,
2019, we had fixed and basis contracts for forward ethanol sales for various
delivery periods through December 2019

                                       42



valued at approximately $13.5 million. Separately, ethanol derivative instruments resulted in a gain of approximately $25,000 for the fiscal year ended October 31, 2019 and a gain of approximately $54,000 for the fiscal year ended October 31, 2018.





Distillers' Grains



Total revenues from sales of distillers' grains for our 2019 fiscal year
decreased approximately 9.1% compared to fiscal year 2018.  The decrease in
distillers' grains revenues is primarily attributable to an approximately 10.6%
decrease in the tons of distillers' grains sold from period to period, which was
partially offset by an approximately 1.6% increase in the average price per ton
we received for our distillers' grains sold during fiscal year 2019 compared to
fiscal year 2018.



The increase in the market price of distillers' grains is primarily due to
decreased supply as a result of decreased production. Management anticipates
that distillers' grains prices will remain steady during our 2020 fiscal year
unless export markets continue to shrink or production increases.



We sold fewer tons of distillers' grains during fiscal year 2019 as compared to
2018 due primarily to decreased production at the plant. Management anticipates
relatively stable distillers' grains production going forward.



At October 31, 2019, we had forward contracts to sell approximately $1.3 million of distillers' grains for delivery through January 2020.





Corn Oil



Separating the corn oil from our distillers' grains decreases the total tons of
distillers' grains that we sell; however, our corn oil has a higher per ton
value than our distillers' grains. Total revenues from sales of corn oil
decreased by approximately 12.8% for fiscal year 2019 compared to the fiscal
year 2018. This decrease is attributable to an approximately 14.4% decrease in
the number of pounds of corn oil sold from period to period, which was slightly
offset by an approximately 4.2% increase in the average price we received per
pound of corn oil sold during fiscal year 2019 compared to fiscal year 2018.



Management attributes the decrease in corn oil sales during fiscal year 2019 as compared to 2018 primarily to decreased production at the plant. Management expects our corn oil production will be relatively stable going forward.





Although management believes that corn oil prices will remain relatively steady,
prices may decrease if there is an oversupply of corn oil production resulting
from increased production rates at ethanol plants or if biodiesel producers
begin to utilize lower-priced alternatives such as soybean oil or if the
biodiesel blenders' tax credit is not renewed and biodiesel production declines.



At October 31, 2019, we had forward corn oil sales contracts to sell approximately $468,000 for delivery through December 2019.





Cost of Goods Sold



Our cost of goods sold increased by approximately 4.2% for the fiscal year ended
October 31, 2019, as compared to the fiscal year ended October 31, 2018. Cost of
goods sold, as a percentage of revenues, also increased
to approximately 101.9% for the fiscal year ended October 31, 2019, as compared
to approximately 96.2% for the 2018 fiscal year due to a narrower margin between
the price of ethanol and the price of corn. Approximately 90% of our total costs
of goods sold is attributable to ethanol production. As a result, the cost of
goods sold per gallon of ethanol produced for the fiscal year ended October 31,
2019 was approximately $1.49 per gallon of ethanol sold compared to
approximately $1.40 per gallon of ethanol produced for the fiscal year ended
October 31, 2018.



                                       43



The following table shows the costs of corn and natural gas (our two largest
single components of costs of goods sold), as well as all other components of
cost of goods sold, which includes processing ingredients, electricity, and
wages, salaries and benefits of production personnel, and the approximate
percentage of costs of those components to total costs of goods sold in our
audited consolidated statements of operations for the fiscal year ended October
31, 2019:




                                                           Year Ended October 31, 2019
                                                            Amount               % of
                                                                             Cost of Goods
                                                        (in thousands)           Sold
Corn costs                                              $        80,504             74.0 %
Natural gas costs                                                 6,818              6.3 %

All other components of costs of goods sold                      21,490    

        19.7 %
Total Cost of Goods Sold                                $       108,812            100.0 %





The following table shows the costs of corn, natural gas and all other components of cost of goods sold and the approximate percentage of costs of those components to total costs of goods sold in our audited consolidated statements of operations for the fiscal year ended October 31, 2018:






                                                           Year Ended October 31, 2018
                                                            Amount               % of
                                                                             Cost of Goods
                                                        (in thousands)           Sold
Corn costs                                              $        74,887             71.7 %
Natural gas costs                                                 6,660              6.4 %

All other components of costs of goods sold                      22,833    

        21.9 %
Total Cost of Goods Sold                                $       104,380            100.0 %




Corn Costs



Our cost of goods sold related to corn increased approximately 7.5% for our 2019
fiscal year compared to our 2018 fiscal year, due to an approximately 12.5%
increase in the average price per bushel paid for corn from period to period,
which was partially offset by an approximately 4.9% decrease in the number of
bushels of corn processed from period to period. The corn-ethanol price spread
(the difference between the price per gallon of ethanol and the price per bushel
of grain divided by 2.8) for our 2019 fiscal year was approximately $0.10 less
than the corn-ethanol price spread we experienced for fiscal year 2018.



The increase in our cost per bushel of corn was primarily related to higher
market corn prices due to adverse weather conditions and strong demand. Due to
projected decreased corn stocks and strong demand, management anticipates that
corn prices will remain steady during our first half of 2020 fiscal year.



For our fiscal years ended October 31, 2019 and 2018, we processed approximately
21.9 million and 23.0 million bushels of corn, respectively.  Our corn
conversion efficiency decreased slightly during our 2019 fiscal year compared
to 2018. Management anticipates consistent corn consumption during our 2020
fiscal year provided that we can achieve positive operating margins that allow
us to continue to operate the ethanol plant at capacity.



From time to time we enter into forward purchase contracts for our corn
purchases. At October 31, 2019, we had forward corn purchase contracts
for approximately 740,000 bushels for deliveries through December 2021.
Comparatively, at October 31, 2018, we had forward corn purchase contracts for
approximately 2.3 million bushels for various delivery periods through October
2019.



Our corn derivative positions resulted in gains of approximately $351,000 and
$1.2 million for the fiscal years ended October 31, 2019 and 2018, respectively,
which decreased cost of goods sold. We recognize the gains or losses that result
from the changes in the value of our derivative instruments from corn in cost of
goods sold as the changes occur.  As corn prices fluctuate, the value of our
derivative instruments are impacted, which affects our financial performance. We
anticipate continued volatility in our cost of goods sold due to the timing of
the changes in value of the derivative instruments relative to the cost and use
of the commodity being hedged.



                                       44



Natural Gas Costs



For our 2019 fiscal year, we experienced an increase of approximately 2.4% in
our overall natural gas costs compared to our 2018 fiscal year. During the past
two fiscal years, there has been an increase in cost of natural gas, primarily
as a result of an increase in the average price per MMBTU of natural gas due to
increased domestic and export demand. Management also anticipates higher natural
gas prices as we move through the winter months due to the typical seasonal
natural gas cost increases experienced during the winter months.



From time to time we enter into forward purchase contracts for our natural gas
purchases. Our natural gas derivative positions resulted in no gain or loss for
the fiscal year ended October 31, 2019, which had no effect on cost of goods
sold, and a loss of approximately $1,600 for the fiscal year ended October 31,
2018, which increased cost of goods sold. We recognize the gains or losses that
result from the changes in the value of our derivative instruments from natural
gas in cost of goods sold as the changes occur.



Operating Expense



Operating expenses include wages, salaries and benefits of administrative
employees at the plant, insurance, professional fees, property taxes and similar
costs. Operating expenses as a percentage of revenues rose slightly to 3.2% of
revenues for our fiscal year ended October 31, 2019, compared to 2.9% of
revenues for our fiscal year ended October 31, 2018. This increase is due
primarily to lower revenues and increased industry association costs.



Our efforts to optimize efficiencies and maximize production may result in a
decrease in our operating expenses on a per gallon basis. However, because these
expenses generally do not vary with the level of production at the plant, we
expect our operating expenses to remain steady into and throughout our 2020

fiscal year.



Operating Income (Loss)


For our fiscal year ended October 31, 2019, we reported operating loss of approximately $5.4 million, compared to operating income of approximately $894,000 for our fiscal year ended October 31, 2018. This decrease resulted largely from increased prices for corn and the narrowing of margins of our ethanol production segment.





Other Income, Net


We had net other income of approximately $205,000 during fiscal year 2019, compared to net other income of approximately $273,000 for fiscal year 2018. We had less other income during fiscal year 2019 compared to fiscal year 2018 primarily due to less patronage amounts received during the 2019 period.


Results of Operations for the Fiscal Years Ended October 31, 2018 and 2017



The following table shows the results of our operations and the percentage of
revenues, cost of goods sold, operating expenses and other items to total
revenues in our audited consolidated statements of operations for the fiscal
years ended October 31, 2018 and 2017 (amounts in thousands):




                                                    2018                    2017
   Statement of Operations Data                             %                        %
   Revenues                                $   108,472   100.0 %    $   109,918   100.0 %
   Cost of Goods Sold                          104,380    96.2 %         99,488    90.5 %
   Gross Profit                                  4,092     3.8 %         10,430     9.5 %
   Operating Expenses                          (3,198)   (2.9) %        (3,125)   (2.8) %
   Operating Income                                894     0.9 %          7,305     6.7 %
   Other Income, net                               273     0.3 %            211     0.2 %
   Net Income                                    1,167     1.2 %          7,516     6.9 %

Less: Net Income Attributable to


   Non-controlling Interest                      (312)   (0.3) %         

(248) (0.2) %

Net Income Attributable to Heron Lake


   BioEnergy, LLC                          $       855     0.9 %    $     7,268     6.7 %






                                       45



Revenues



Our consolidated revenue is derived principally from revenues from our ethanol
production segment, which consists of sales of our three primary products:
ethanol, distillers' grains and corn oil. Our remaining consolidated revenues
are attributable to incidental sales of corn syrup and Agrinatural revenues, net
of eliminations for distribution fees paid by the Company to Agrinatural for
natural gas transportation services.



The following table shows the sources of our consolidated revenue and the
approximate percentage of revenues from those sources to total revenues in our
audited consolidated statements of operations for the fiscal year ended
October 31, 2018:




                                                      Year Ended October 31, 2018
                                                Sales Revenue        % of Total Revenues
                                               (in thousands)
Ethanol sales                                  $        82,136                    75.7 %
Distillers' grains sales                                20,041                    18.5 %
Corn oil sales                                           4,028                     3.7 %
Corn syrup sales                                           607                     0.6 %
Agrinatural revenues (net of intercompany
eliminations)                                            1,660                     1.5 %
Total Revenues                                 $       108,472                   100.0 %




The following table shows the sources of our consolidated revenue and the
approximate percentage of revenues from those sources to total revenues in our
consolidated statements of operations for the fiscal year ended October 31,
2017:




                                                        Year Ended October 31, 2017
                                                  Sales Revenue        % of Total Revenues
                                                 (in thousands)
Ethanol sales                                    $        88,231                    80.3 %
Distillers' grains sales                                  15,002                    13.6 %
Corn oil sales                                             4,915                     4.5 %
Corn syrup sales                                             562                     0.5 %
Agrinatural revenues (net of intercompany
eliminations)                                              1,208                     1.1 %
Total Revenues                                   $       109,918                   100.0 %




Our total consolidated revenues decreased by approximately 1.3% for the fiscal
year ended October 31, 2018, as compared to the fiscal year 2017 primarily due
to decreases in the average price realized for our ethanol and corn oil which
were partially mitigated by an increase in average price realized for our
distillers' grains.  The following table reflects quantities of our three
primary products sold and the average net prices received for the fiscal years
ended October 31, 2018 and 2017:




                         Year Ended October 31, 2018        Year Ended October 31, 2017
                         Quantity                          Quantity
                           Sold        Avg. Net Price        Sold         Avg. Net Price
                           (in                                (in
 Product                thousands)                        thousands)
 Ethanol (gallons)           66,889    $          1.23         64,030    $           1.38
 Distillers' grains                                               156               96.44
 (tons)                         160    $        125.34                   $
 Corn oil (pounds)           16,657    $          0.24         17,755    $           0.28




Ethanol



Total revenues from sales of ethanol decreased by approximately 6.9% for fiscal
year 2018 compared to the fiscal year 2017 due primarily to an approximately
10.9% decrease in the average price per gallon we received for our ethanol,
offset by an approximate 4.5% increase in the volumes sold from period to
period. We  sold more ethanol gallons during fiscal year 2018 as compared to
fiscal year 2017 primarily due to the timing of ethanol shipments and an
increase in ethanol production. Ethanol production was higher at our plant in
fiscal year 2018 compared to the prior year due to capital improvements we made
at our plant designed to increase ethanol production and improve efficiency. The
decrease in the price of ethanol was due to excess supply of ethanol, in
addition to lessened demand due to the increase

                                       46



in the approval of small refinery hardship waivers. In addition, because ethanol
prices are typically directionally consistent with changes in corn prices, lower
corn prices kept the price of ethanol lower.



Ethanol derivative instruments resulted in a gain of approximately $54,000 during the fiscal year ended October 31, 2018 and a loss of approximately $219,000 for the fiscal year ended October 31, 2017.





Distillers' Grains



Total revenues from sales of distillers' grains for our 2018 fiscal year
increased approximately 33.6% less compared to fiscal year 2017.  The increase
in distillers' grains revenues is primarily attributable to an approximately
30.0% increase in the average price per ton we received for our distillers'
grains from period to period, coupled with an approximately 2.8% increase in the
tons of distillers' grains sold during fiscal year 2018 compared to fiscal year
2017. The increase in the market price of distillers' grains is due to higher
demand, particularly from Vietnam, the European Union, Thailand, and South
Korea. We sold more total tons of distillers' grains during our 2018 fiscal
year compared to the same period of 2017 due to an increase in distillers'

grains yield at the plant.



Corn Oil



Total revenues from sales of corn oil decreased by approximately 18.0% for
fiscal year 2018 compared to the fiscal year 2017. This decrease was
attributable to an approximately 12.7% decrease in the average price we received
per pound of corn oil sold, coupled with an approximately 6.2% decrease in the
number of pounds sold during fiscal year 2018 compared to fiscal year 2017.




Cost of Goods Sold



Our cost of goods sold increased by approximately 4.9% for the fiscal year ended
October 31, 2018, as compared to the fiscal year ended October 31, 2017. Cost of
goods sold, as a percentage of revenues, also increased to approximately 96.2%
for the fiscal year ended October 31, 2018, as compared to approximately 90.5%
for the 2017 fiscal year due to a narrower margin between the price of ethanol
and the price of corn. Approximately 90% of our total costs of goods sold is
attributable to ethanol production. As a result, the cost of goods sold per
gallon of ethanol produced for the fiscal year ended October 31, 2018 was
approximately $1.40 per gallon of ethanol sold compared to approximately $1.38
per gallon of ethanol produced for the fiscal year ended October 31, 2017.



The following table shows the costs of corn and natural gas (our two largest
single components of costs of goods sold), as well as all other components of
cost of goods sold, which includes processing ingredients, electricity, and
wages, salaries and benefits of production personnel, and the approximate
percentage of costs of those components to total costs of goods sold in our
audited consolidated statements of operations for the fiscal year ended October
31, 2018:




                                                           Year Ended October 31, 2018
                                                            Amount               % of
                                                                             Cost of Goods
                                                        (in thousands)           Sold
Corn costs                                              $        74,887             71.7 %
Natural gas costs                                                 6,660              6.4 %

All other components of costs of goods sold                      22,833    

        21.9 %
Total Cost of Goods Sold                                $       104,380            100.0 %



The following table shows the costs of corn, natural gas and all other components of cost of goods sold and the approximate percentage of costs of those components to total costs of goods sold in our audited consolidated statements of operations for the fiscal year ended October 31, 2017:






                                                           Year Ended October 31, 2017
                                                            Amount               % of
                                                                             Cost of Goods
                                                        (in thousands)           Sold
Corn costs                                              $        72,523             72.9 %
Natural gas costs                                                 6,645              6.7 %

All other components of costs of goods sold                      20,320    

        20.4 %
Total Cost of Goods Sold                                $        99,488            100.0 %




                                       47



Corn Costs



Our cost of goods sold related to corn increased approximately 3.3% for our 2018
fiscal year compared to our 2017 fiscal year. This increase was due primarily to
an approximately 2.3% increase in the number of bushels of corn processed and an
approximately 0.9% increase in the average price per bushel paid for corn from
period to period. The corn-ethanol price spread (the difference between the
price per gallon of ethanol and the price per bushel of grain divided by 2.8)
for our 2018 fiscal year was approximately $0.16 less than the corn-ethanol
price spread we experienced for our 2017 fiscal year. The increase in our cost
per bushel of corn was primarily related to higher market corn prices due to
strong demand and weather threats.



For our fiscal years ended October 31, 2018 and 2017, we processed approximately
23.0 million and 22.5 million bushels of corn, respectively. We improved our
corn conversion efficiency slightly during our 2018 fiscal year compared
to 2017 .



At October 31, 2018, we had forward corn purchase contracts for approximately 2.3 million bushels for various delivery periods through October 2019. Comparatively, at October 31, 2017, we had forward corn purchase contracts for approximately 1.8 million bushels for various delivery periods through October 2018.





Our corn derivative positions resulted in gains of approximately $1.2 million
and $962,000 for the fiscal years ended October 31, 2018 and 2017, respectively,
which decreased cost of goods sold.



Natural Gas Costs



For our 2018 fiscal year, we experienced an increase of approximately 0.2% in
our overall natural gas costs compared to our 2017 fiscal year.  The increase in
cost of natural gas from period to period was primarily the result of an
increase in the average price per MMBTU of natural gas due to increased domestic
and export demand and lower production.



Our natural gas derivative positions resulted in a loss of approximately $1,600
for the fiscal year ended October 31, 2018, which increased cost of goods sold.
Comparatively, our natural gas derivate positions resulted in a loss of
approximately $15,000 for the fiscal year ended October 31, 2017, which
increased cost of goods sold.



Operating Expense



Operating expenses as a percentage of revenues rose slightly to 2.9% of revenues
for our fiscal year ended October 31, 2018 compared to 2.8% of revenues for our
fiscal year ended October 31, 2017. This increase is due primarily to fixed
production expenses that were higher compared to fiscal year 2017.



Operating Income



For our fiscal year ended October 31, 2018, we reported operating income of
approximately $894,000 and for our fiscal year ended October 31, 2017, we had
operating income of approximately $7.3 million. This decrease resulted largely
from decreased prices for our ethanol, relative to the price of corn, and the
narrowing of margins of our ethanol production segment.



Other Income, Net



We had net other income for our fiscal year ended October 31, 2018 of
approximately $273,000 compared to net other income of approximately $211,000
for our fiscal year ended October 31, 2017. This increase in other income is due
to patronage income and decreased interest expense during our fiscal year ended
October 31, 2018 compared to the same period of 2017 as a result of fewer
borrowings under our credit facilities during the 2018 fiscal year.



                                       48


Changes in Financial Condition at October 31, 2019 and 2018





The following table highlights the changes in our financial condition from our
audited consolidated balance sheet for the periods presented (amounts in
thousands):




                                                    October 31, 2019      October 31, 2018
Current Assets                                     $           16,626    $           17,166
Total Assets                                       $           56,596    $           62,021
Current Liabilities                                $            6,144    $            6,675

Long-Term Debt, less current portion               $              300    $              567
Other Long-Term Liabilities                        $              551    $                -
Members' Equity attributable to Heron Lake
BioEnergy, LLC                                     $           47,599    $           53,055
Non-Controlling Interest                           $            2,002    $            1,724




The $5.4 million decrease in total assets was primarily driven by the decrease
of current assets of approximately $900,000 and our property and equipment of
approximately $4.7 million. The decrease in current assets was primarily driven
by a decrease in our cash and commodity derivative instruments of approximately
$1.8 million, partially offset by an increase in accounts receivable of
approximately $939,000 due to timing of rail shipments of ethanol.



Current liabilities at October 31, 2019 decreased by approximately $531,000
compared to October 31, 2018. This decrease was primarily due to decreases of
accrued expenses by approximately $421,000, current maturities of long-term debt
by approximately $58,000, accounts payable of approximately $27,000 at October
31, 2019 compared to October 31, 2018.



Our long-term debt decreased by approximately $267,000 at October 31, 2019 compared to October 31, 2018. The decrease is due to payments on the note payable to the electric company and assessments paid under industrial water supply treatment agreement with the City of Heron Lake and Jackson County.

Our other long-term liabilities increased by approximately $551,000 at October 31, 2019 compared to October 31, 2018. The increase is due to rail car rehabilitation costs recorded for fiscal year 2019.





Members' equity attributable to Heron Lake BioEnergy, LLC decreased
approximately $5.5 million at October 31, 2019 compared to October 31, 2018.
This decrease was due to approximately $5.5 million in net loss attributable to
HLBE. Non-controlling interest totaled approximately $2.0 million at October 31,
2019 compared to approximately $1.7 million at October 31, 2018. This is
directly related to recognition of the 27.0% non-controlling interest in
Agrinatural, LLC.



Liquidity and Capital Resources


Our principal sources of liquidity consist of cash provided by operations, cash
on hand, and available borrowings under our credit facility with Compeer. Our
principal uses of cash are to pay operating expenses of the plant, to make debt
service payments on our long-term debt, and to make distribution payments to our
members. We expect to have sufficient cash generated by continuing operations
and current lines of credit to fund our operations for the next twelve months.



We do not currently anticipate any significant purchases of property and
equipment that would require us to secure additional capital in the next twelve
months. For our 2020 fiscal year, we anticipate completion of several small
capital projects and to maintain current plant infrastructure and improve
operating efficiency. We expect to have sufficient cash generated by continuing
operations and current lines of credit to fund our operations and complete our
capital expenditures during our 2020 fiscal year and beyond.



Management continues to evaluate conditions in the ethanol industry and explore opportunities to improve the efficiency and profitability of our operations which may require additional capital to supplement cash generated from operations and available for borrowing under our revolving term loan.





                                       49


Year Ended October 31, 2019 Compared to Year Ended October 31, 2018

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






                                                             2019         2018

Net cash provided by (used in) operating activities $ (420) $ 7,527


    Net cash used in investing activities                  $   (657)    $ 

(2,509)


    Net cash used in financing activities                  $   (325)    $ 

(9,088)


    Net decrease in cash and restricted cash               $ (1,402)    $ (4,070)




Operating Cash Flows



During the fiscal year ended October 31, 2019, net cash provided by (used in)
operating activities decreased by approximately $7.9 million compared to the
fiscal year ended October 31, 2018. The decrease resulted largely from an
approximately $6.3 million decrease in our net income in the current year,
coupled with decreases of approximately $1.6 million from period to period in
various working capital items. Net income decreased for fiscal year 2019 due
to decreased revenues and higher costs of goods sold.



Investing Cash Flows


During the fiscal year ended October 31, 2019, net cash used in investing activities decreased by approximately $1.9 million due primarily to decreased capital expenditures compared to the fiscal year ended October 31, 2018.





Financing Cash Flows



We used approximately $8.8 million less for financing activities for the fiscal
year ended October 31, 2019 compared to the fiscal year ended October 31, 2018.
During the fiscal year ended October 31, 2019, we used cash to make payments
of approximately $325,000 on our long-term debt. For the same period of 2018, we
used cash to make payments of approximately $438,000 on our long-term debt and
made distributions to Heron Lake BioEnergy members of approximately $8.6 million
and to non-controlling interests of approximately $81,000.



Year Ended October 31, 2018 Compared to Year Ended October 31, 2017





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




                                                          Fiscal Year Ended October 31,
                                                            2018                 2017

Net cash provided by operating activities              $         7,527      $        12,250
Net cash used in investing activities                  $       (2,509)      $       (1,129)
Net cash used in financing activities                  $       (9,088)

$ (2,353) Net increase (decrease) in cash and restricted cash $ (4,070) $ 8,768






Operating Cash Flows



During the fiscal year ended October 31, 2018, net cash provided by operating
activities decreased by approximately $4.7 million compared to the fiscal year
ended October 31, 2017. The decrease resulted largely from an approximately $6.3
million decrease in our net income in fiscal year 2018, offset by increases of
approximately $1.6 million from period to period in various working capital
items. Net income decreased for fiscal year 2018 due to decreased revenues

and
higher costs of goods sold.



Investing Cash Flows


During the fiscal year ended October 31, 2018, net cash used in investing activities increased by approximately $1.4 million due to increased capital expenditures compared to the fiscal year ended October 31, 2017.





                                       50



Financing Cash Flows



We used approximately $6.7 million more for financing activities for the fiscal
year ended October 31, 2018 compared to the fiscal year ended October 31,
2017. During fiscal year 2018, we used cash to make payments of approximately
$438,000 on our long-term debt and made distributions to Heron Lake BioEnergy
members of approximately $8.6 million and to non-controlling interests of
approximately $81,000.



For the same period of 2017, we used cash to make payments of approximately $486,000 on our long-term debt and decreased approximately $1.9 million on checks drawn in excess of bank balance.





Contractual Obligations


The following table provides information regarding the consolidated contractual obligations of the Company as of October 31, 2019 (amounts in thousands):






                                                 Less than        One to          Four to       Greater Than
                                    Total        One Year       Three Years

Five Years Five Years Long-term debt obligations(1) $ 752 $ 379 $ 373 $ - $

           -
Operating lease obligations(2)        12,550          1,767            3,534           3,437            3,812
Purchase obligations(3)                3,018          2,628              390               -                -

Total contractual obligations $ 16,320 $ 4,774 $ 4,297 $ 3,437 $ 3,812

(1) Long-term debt obligations include principal and estimated interest under our

credit facilities based on the interest rates in effect as of October 31,

2019, assuming contractual maturities.

(2) The operating lease obligations in the table above include our rail car

leases.

(3) Purchase obligations consist of forward contracted corn deliveries. The

amounts were determined assuming prices, including freight costs, at current


      market prices as of October 31, 2019 for basis contracts that had not yet
      been fixed.




Credit Arrangements



Revolving Term Note



We had a revolving term note payable to Compeer Financial, formerly known as
AgStar Financial Services, FCLA ("Compeer") under which we could borrow, repay,
and re-borrow in an amount up to the original aggregate principal commitment at
any time prior to maturity at March 1, 2022. The original aggregate principal
commitment was $28,000,000, which reduced by $3,500,000 annually, starting March
1, 2015 and continuing each anniversary thereafter until maturity. In December
2017, the Company and its lender orally agreed to reduce the aggregate principal
commitment of the revolving term loan to $8,000,000. On April 6, 2018, the
Company finalized loan agreements with an effective date of March 29, 2018 for
an amended credit facility with Compeer (the "2018 Credit Facility"). On January
7, 2020, the Company finalized loan agreements for an amended credit facility
with its lender (the "2020 Credit Facility").



2018 Credit Facility with Compeer





We had a comprehensive credit facility with Compeer for which CoBank, ACP
("CoBank") served as the administrative agent. This credit facility originally
consisted of a revolving term loan with a maturity date of March 1,
2022.  However, on April 6, 2018, we entered into an amended credit facility
with Compeer (the "2018 Credit Facility"). The 2018 Credit Facility includes an
amended and restated revolving term loan with a $4.0 million principal
commitment and a revolving seasonal line of credit with a $4.0 million principal
commitment. CoBank will continue to act as Compeer's administrative agent with
respect to our 2018 Credit Facility and has a participation interest in the
loans. The Company agreed to pay CoBank an annual fee of $2,500 for its services
as administrative agent.



Under the terms of the amended revolving term loan, the Company may borrow,
repay, and reborrow up to the aggregate principal commitment amount of $4.0
million. Final payment of amounts borrowed under amended revolving term loan is
due December 1, 2021. Interest on the amended revolving term loan accrues at a
variable weekly rate equal

                                       51


to 3.10% above the One-Month London Interbank Offered Rate ("LIBOR") Index rate, which was 4.87% at October 31, 2019.





We agreed to pay an unused commitment fee on the unused available portion of the
amended revolving term loan commitment at the rate of 0.500% per annum, payable
monthly in arrears.


The aggregate principal amount available to the Company for borrowing under the revolving term loan at October 31, 2019 and 2018 was $4.0 million.





Under the terms of the seasonal revolving loan, the Company may borrow, repay,
and reborrow up to the aggregate principal commitment amount of $4.0 million
until its maturing on May 1, 2020. Amounts borrowed under the seasonal revolving
loan bear interest at a variable weekly rate equal to 2.85% above the LIBOR
Index rate, which was 4.62% at October 31, 2019.



The Company also agreed to pay an unused commitment fee on the unused portion of the seasonal revolving loan commitment at the rate of 0.250% per annum.

The aggregate principal amount available to the Company for borrowing under the seasonal revolving loan at October 31, 2019 and 2018 was $4.0 million.

The 2018 Credit Facility is secured by substantially all of our assets, including a subsidiary guarantee.


Under the 2018 Credit Facility, the Company is subject to certain financial and
non-financial covenants that limit the Company's distributions and debt and
require minimum working capital, minimum local net worth, and debt service
coverage ratio. We agreed to a debt service coverage ratio of 1.15 to 1.0, to
maintain minimum working capital $8.0 million through September 30, 2018 and
$10.0 million thereafter, and to maintain net worth of $32.0 million. We are
permitted to pay distributions to our members up to 75% of our net income for
the year in which the distributions are paid provided that immediately prior to
the distribution and after giving effect to the distribution, no default exists
and we are in compliance with all of our loan covenants. Further, we agreed not
to make loans or advances to Agrinatural that exceed an aggregate principal
amount of approximately $6.6 million without the consent of Compeer.



In October 2018, the Company had an event of non-compliance related to the debt
service coverage ratio as defined in the 2018 Credit Facility. In December 2018,
the Company received a waiver from its lender waiving this event of
noncompliance. In October 2019, the Company had an event of non-compliance
related to the debt service coverage ratio as defined in the 2018 Credit
Facility. In December 2019, the Company received a waiver from its lender
waiving this event of noncompliance. If market conditions deteriorate in the
future, circumstances may develop which could result in the Company violating
the financial covenants or other terms of its 2018 Credit Facility. Should
unfavorable market conditions result in our violation of the terms or covenants
of the 2018 Credit Facility and we fail to obtain a waiver of any such term or
covenant, Compeer could deem the Company in default, impose fees, charges and
penalties, terminate any commitment to loan funds and require the Company to
immediately repay a significant portion or possibly the entire outstanding
balance of the revolving term loan. In the event of a default, Compeer could
also elect to proceed with a foreclosure action on our plant.



2020 Credit Facility with Compeer





The 2020 Credit Facility includes an amended and restated revolving term loan
with an $8,000,000 principal commitment. The loans are secured by substantially
all of the Company's assets, including a subsidiary guarantee. The 2020 Credit
Facility contains customary covenants, including restrictions on the payment of
dividends and loans and advances to Agrinatural, and maintenance of certain
financial ratios including minimum working capital, minimum net worth and a debt
service coverage ratio as defined by the credit facility. Failure to comply with
the protective loan covenants or maintain the required financial ratios may
cause acceleration of the outstanding principal balances on the revolving term
loan and/or the imposition of fees, charges, or penalties.



Under the terms of the amended and restated revolving term loan, the Company may
borrow, repay, and reborrow up to the aggregate principal commitment amount of
$8.0 million. Final payment of amounts borrowed under amended revolving term
loan is due December 1, 2022. Interest on the amended and restated revolving
term loan accrues at a variable weekly rate equal to 3.10% above the One-Month
London Interbank Offered Rate ("LIBOR") Index rate,

                                       52



which was 4.87% at October 31, 2019. We agreed to pay an unused commitment fee
on the unused available portion of the amended revolving term loan commitment at
the rate of 0.500% per annum, payable monthly in arrears.



As part of the 2020 Credit Facility closing, the Company entered into an amended
administrative agency agreement with CoBank. As a result, CoBank will continue
act as the agent for the lender with respect to the 2020 Credit Facility. The
Company agreed to pay CoBank an annual fee of $2,500 for its services as
administrative agent.



Other Credit Arrangements


In addition to our primary credit arrangement with Compeer, we have other material credit arrangements and debt obligations.


In October 2003, we entered into an industrial water supply development and
distribution agreement with the City of Heron Lake, Jackson County, and
Minnesota Soybean Processors, an unrelated company. In consideration of this
agreement, we and Minnesota Soybean Processors were allocated equally the debt
service on $735,000 in water revenue bonds that were issued by the City to
support this project that mature in February 2019. On September 30, 2019, we
finalized a new industrial water supply development and distribution agreement
with the City of Heron Lake, effective as of February 1, 2019. Under this
agreement, we pay flow charges and fixed monthly charges to the City of Heron
Lake, in addition to certain excess maintenance costs. The term of this
agreement expires February 1, 2029.



In May 2006, we entered into an industrial water supply treatment agreement with
the City of Heron Lake and Jackson County. Under this agreement, we pay monthly
installments over 24 months starting January 1, 2007 equal to one years' debt
service on approximately $3.6 million in water revenue bonds, which will be
returned to us if any funds remain after final payment in full on the bonds and
assuming we comply with all payment obligations under the agreement.



As of October 31, 2019 and 2018, there was a total of approximately $634,000 and
$947,000 in outstanding water revenue bonds, respectively. We classify our
obligations under these bonds as assessments payable. The interest rates on the
bonds range from 0.50% to 8.73%.



To fund the purchase of the distribution system and substation for the plant, we
entered into a loan agreement with Federated Rural Electric Association pursuant
to which we borrowed $600,000 under a secured promissory note secured by the
distribution system and substation for the plant. Under the note we were
required to make monthly payments to Federated Rural Electric Association of
$6,250 consisting of principal and an annual maintenance fee of 1% beginning on
October 10, 2009. We paid the balance of this loan in full in September 2017.



We also had a note payable to the minority owner of Agrinatural Gas, LLC in the
amount of $100,000 at October 31, 2017. We paid the balance of this loan in

full
in January 2018.



Loans to Agrinatural


Original Agrinatural Credit Facility





On July 29, 2014, HLBE entered into an intercompany loan agreement and related
loan documents with Agrinatural (the "Original Agrinatural Credit Facility").
Under the Original Agrinatural Credit Facility, HLBE agreed to make a five-year
term loan in the principal amount of $3.05 million to Agrinatural for use by
Agrinatural to repay approximately $1.4 million of its outstanding debt and
provide approximately $1.6 million of working capital to Agrinatural. The
Original Agrinatural Credit Facility contains customary financial and
non-financial affirmative covenants and negative covenants for loans of this
type and size.



On March 30, 2015, HLBE entered into an allonge (the "Allonge") to the July 29,
2014 note with Agrinatural. Under the terms of the Allonge, HLBE and Agrinatural
agreed to increase the principal amount of the Original Agrinatural Credit
Facility to approximately $3.06 million, defer commencement of repayment of
principal until May 1, 2015, decrease the monthly principal payment to $36,000
per month and shorten maturity of the Original Agrinatural Credit Facility

to
May 1, 2019.



                                       53



Interest on the Original Agrinatural Credit Facility was not amended and accrues
at a variable rate equal to the One-Month LIBOR rate plus 4.0%, with the
interest rate capped and not to exceed 6.0% per annum. Accrued interest is due
and payable on a monthly basis. Except as otherwise provided in the Allonge, all
of the terms and conditions contained in the Original Agrinatural Credit
Facility remain in full force and effect.



In exchange for the Loan Agreement, the Agrinatural executed a security
agreement granting HLBE a first lien security interest in all of Agrinatural's
equipment and assets and a collateral assignment assigning HLBE all of
Agrinatural's interests in its contracts, leases, easements and other
agreements. In addition, RES, the former minority owner of Agrinatural, executed
a guarantee under which RES guaranteed full payment and performance of 27% of
Agrinatural's obligations to HLBE.



Upon the passage of the May 1, 2019 maturity date, Agrinatural went into default
on the Original Agrinatural Credit Facility. As noted, we have a security
interest in all of Agrinatural's assets. No interruption in the service of
natural gas to our ethanol production facility occurred as a result of the
default. The balance of this loan was approximately $1.1 million and $1.5
million at October 31, 2019 and October 31, 2018, respectively. Subsequent to
the closing of HLBE's indirect acquisition of Agrinatural's non-controlling
interest in December 2019, the parties agreed to forgive the debt related to the
Original Agrinatural Credit Facility.



Additional Agrinatural Credit Facility





On March 30, 2015, HLBE entered into a second intercompany loan agreement and
related loan documents (the "Additional Agrinatural Credit Facility") with
Agrinatural. Under the Additional Agrinatural Credit Facility, HLBE agreed to
make a four-year term loan in the principal amount of $3.5 million to
Agrinatural for use by Agrinatural to repay its outstanding trade debt and
provide working capital. The Additional Agrinatural Credit Facility contains
customary financial and non-financial affirmative covenants and negative
covenants for loans of this type and size.



Interest on the additional term loan accrues at a variable rate equal to the
One-Month LIBOR rate plus 4.0%, with the interest rate capped and not to exceed
6.0% per annum. Prior to May 1, 2015, Agrinatural is required to pay only
monthly interest on the term loan. Commencing May 1, 2015, Agrinatural is
required to make monthly installments of principal plus accrued interest. The
entire principal balance and accrued and unpaid interest on the term loan was
due and payable in full on May 1, 2019.



On May 19, 2016, HLBE and Agrinatural amended the Additional Agrinatural Credit
Facility, entering into amendment to the loan agreement dated March 30, 2015
(the "Amendment"). Additionally, HLBE and Agrinatural entered into an allonge to
the negotiable promissory note dated March 30, 2015 issued by Agrinatural to
HLBE (the "Additional Allonge") to increase the amount of the capital
expenditures allowed by Agrinatural during the term of the facility and deferred
a portion of the principal payments required for 2016.



The Amendment provides that the portion of principal payments deferred in
calendar year 2016 to continue to accrue interest at the rate set forth in the
Note and become a part of the balloon payment due at maturity. Additionally, for
calendar years, 2017, 2018 and 2019, the Amendment provides that Agrinatural
may, without consent of HLBE, proceed with and pay for capital expenditures in
an amount up to $100,000 plus the amount of contributions in aid of construction
received by Agrinatural from customers for capital improvements ("CIAC"), less a
reserve for distribution to the Agrinatural members to cover the income or other
taxes imposed as a result of receipt of CIAC in an amount equal to 40% of CIAC.
Prior to the Amendment, Agrinatural's capital expenditures were restricted

to
$100,000 per year.



In exchange for the Additional Agrinatural Credit Facility, Agrinatural executed
a security agreement granting HLBE a first lien security interest in all of
Agrinatural's equipment and assets and a collateral assignment assigning HLBE
all of Agrinatural's interests in its contracts, leases, easements and other
agreements. In addition, RES executed a guarantee under which RES guaranteed
full payment and performance of 27% of Agrinatural's obligations to HLBE under
the Additional Agrinatural Credit Facility.



Upon the passage of the May 1, 2019 maturity date, Agrinatural went into default
on the Additional Agrinatural Credit Facility. As noted, we have a security
interest in all of Agrinatural's assets. No interruption in the service of
natural gas to our ethanol production facility occurred as a result of the
default. The balance of this loan was approximately $1.5 million at October 31,
2019 and $2.0 million at October 31, 2018. Subsequent to the closing of

                                       54



HLBE's indirect acquisition of Agrinatural's non-controlling interest in December 2019, the parties agreed to forgive the debt related to the Additional Agrinatural Credit Facility.

Off Balance-Sheet Arrangements

We have no off balance-sheet arrangements.





Critical Accounting Estimates



Note 1 to our consolidated financial statements contains a summary of our
significant accounting policies, many of which require management to use
estimates and assumptions. Accounting estimates are an integral part of the
preparation of financial statements and are based upon management's current
judgment. We use our knowledge and experience about past events and certain
future assumptions to make estimates and judgments involving matters that are
inherently uncertain and that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. We believe that of our significant accounting
policies, the following are most noteworthy because changes in these estimates
or assumptions could materially affect our financial position and results of
operations:



Revenue Recognition



Revenue is recognized upon transfer of control of promised products or services
to customers in an amount that reflects the consideration we expect to receive
in exchange for those products or services. Our contracts primarily consist of
agreements with marketing companies and other customers as described below. Our
performance obligations consist of the delivery of ethanol, distillers' grains,
and corn oil to our customers. Our customers primarily consist of three distinct
marketing companies as discussed below. The consideration we receive for these
products is fixed or determinable based on current observable market prices at
the Chicago Mercantile Exchange, generally, and adjusted for local market
differentials. Our contracts have specific delivery modes, rail or truck, and
dates. Revenue is recognized when the Company delivers the products to the mode
of transportation specified in the contract, at the transaction price
established in the contract, net of commissions, fees, and freight.



Agrinatural recognizes revenue upon transfer of control of promised products or
services to customers in an amount that reflects the consideration Agrinatural
expects to receive in exchange for those products or services.



Derivative Instruments



From time to time, we enter into forward sales contracts for ethanol, distillers
and corn oil, and purchase contracts for corn and natural gas to hedge our
exposure to commodity price fluctuations. These contracts provide for the
purchase or sale of something other than a financial instrument or derivative
instrument that will be delivered in quantities expected to be used or sold over
a reasonable period in the normal course of business. Accordingly, we classify
these sales and purchase contracts as normal sales and purchase contracts and as
a result, these contracts are not marked to market in our consolidated financial
statements.



On occasion, in order to reduce the risks caused by market fluctuations, the
Company hedges its anticipated corn, natural gas, and denaturant purchases and
ethanol sales by entering into options and futures contracts. These contracts
are used with the intention to fix the purchase price of anticipated
requirements for corn in the Company's ethanol production activities and the
related sales price of ethanol. The fair value of these contracts is based on
quoted prices in active exchange-traded or over-the-counter market conditions.



Although the Company believes its commodity derivative positions are economic
hedges, none have been formally designated as a hedge for accounting purposes
and derivative positions are recorded on the balance sheet at their fair market
value, with changes in fair value recognized in current period earnings or
losses. The Company does not enter into financial instruments for trading or
speculative purposes.



                                       55



Inventory



We value our inventory at the lower of cost or net realizable value using the
first in first out method or net realized value. Our estimates are based upon
assumptions believed to be reasonable, but which are inherently uncertain and
unpredictable. These valuations require the use of management's assumptions
which do not reflect unanticipated events and circumstances that may occur. In
our analysis, we consider future corn costs and ethanol prices, break-even
points for our plant and our risk management strategies in place through our use
of derivative instruments. Given the significant assumptions required and the
possibility that actual conditions will differ, we consider the valuation of the
lower of cost or net realized value on inventory to be a critical accounting
estimate.



Property and Equipment



Management's estimate of the depreciable lives of property and equipment is
based on the estimated useful lives. We review long-lived assets for impairment
whenever events or changes in circumstances indicate that the related carrying
amounts may not be recoverable. Impairment testing for assets requires various
estimates and assumptions, including an allocation of cash flows to those assets
and, if required, an estimate of the fair value of those assets. The Company
tests for impairment at the asset group level, which is the lowest level for
which identifiable cash flows are largely independent of the cash flows of other
groups of assets and liabilities.



Our estimates are based upon assumptions believed to be reasonable, but which
are inherently uncertain and unpredictable. These valuations require the use of
management's assumptions, which do not reflect unanticipated events and
circumstances that may occur. In our analysis, we consider future corn costs and
ethanol prices, break-even points for our plant and our risk management
strategies in place through our derivative instruments and forward contracts.
Given the significant assumptions required and the possibility that actual
conditions will differ, we consider the assessment of impairment of our
long-lived assets to be a critical accounting estimate.



Rail Car Rehabilitation Costs



The Company leases 50 hopper rail cars under a multi-year agreement which ends
in May 2027. Under the agreement, the Company is required to pay to rehabilitate
each car for "damage" that is considered to be other than normal wear and tear
upon turn in of the car(s) at the termination of the lease. Prior to the year
ending October 31, 2019, the Company believed ongoing repairs resulted in an
insignificant future rehabilitation expense. During the year ending October 31,
2019, based on new information, we re-evaluated our assumptions and believe that
it is probable that we may be assessed for damages incurred. Company management
has estimated total costs to rehabilitate the cars at October 31, 2019 to be
approximately $551,000. During the year ended October 31, 2019, the Company has
recorded an expense in cost of goods and a corresponding estimated long-term
liability totaling $551,000. The Company accrues the estimated cost of railcar
damages over the term of the lease as the damages are incurred. It is reasonably
possible that there will be a change in estimate in the future.

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