HIGHWATER ETHANOL LLC - Quarter Report: 2017 April (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

	For the quarterly period ended April 30, 2017

	OR

o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

	For the transition period from to .

	COMMISSION FILE NUMBER 000-53588

HIGHWATER ETHANOL, LLC

(Exact name of registrant as specified in its charter)



Minnesota				20-4798531
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)

24500 US Highway 14, Lamberton, MN 56152
(Address of principal executive offices)

(507) 752-6160
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:



Large Accelerated Filer o	Accelerated Filer o
Non-Accelerated Filer x	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of June 8, 2017 there were 4,813.50 membership units outstanding.

INDEX



	Page Number
PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures about Market Risk	23
Item 4. Controls and Procedures	24
PART II. OTHER INFORMATION	25
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3. Defaults Upon Senior Securities	26
Item 4. Mine Safety Disclosures	26
Item 5. Other Information	26
Item 6. Exhibits	26
SIGNATURES	26

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

HIGHWATER ETHANOL, LLC

Condensed Balance Sheets



ASSETS	April 30, 2017			October 31, 2016
	(Unaudited)
Current Assets
Cash and cash equivalents	$	1,840,301		$	2,129,800
Derivative instruments	399,604			540,286
Accounts receivable	2,164,325			4,139,687
Inventories	7,675,114			6,958,903
Prepaids and other	133,502			57,981
Total current assets	12,212,846			13,826,657

Property and Equipment
Land and land improvements	12,647,512			12,647,512
Buildings	38,576,751			38,564,729
Office equipment	819,644			774,776
Equipment	70,831,798			69,869,289
Vehicles	74,094			74,094
Construction in progress	756,046			407,989
	123,705,845			122,338,389
Less accumulated depreciation	(51,137,514		)	(47,196,051		)
Net property and equipment	72,568,331			75,142,338

Other Assets
Investments	2,560,777			2,693,844
Deposits	191,457			191,457
Total other assets	2,752,234			2,885,301

Total Assets	$	87,533,411		$	91,854,296



LIABILITIES AND MEMBERS' EQUITY	April 30, 2017		October 31, 2016
	(Unaudited)
Current Liabilities
Accounts payable	$	2,634,001	$	2,882,943
Accrued expenses	1,005,883		1,014,137
Current maturities of long-term debt	2,849,016		3,297,327
Total current liabilities	6,488,900		7,194,407

Long-Term Debt	9,447,962		13,807,492

Commitments and Contingencies

Members' Equity
Members' equity, 4,813.50 and 4,892 units outstanding	71,596,549		70,852,397

Total Liabilities and Members’ Equity	$	87,533,411	$	91,854,296

Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.

HIGHWATER ETHANOL, LLC

Condensed Unaudited Statements of Operations



	Three Months Ended						Six Months Ended
	April 30, 2017			April 30, 2016			April 30, 2017			April 30, 2016

Revenues	$	23,718,623		$	23,074,068		$	50,777,236		$	47,273,892

Cost of Goods Sold	23,127,166			23,190,188			45,993,969			47,955,401

Gross Profit (Loss)	591,457			(116,120		)	4,783,267			(681,509		)

Operating Expenses	754,042			785,987			1,478,062			1,479,889

Operating Profit (Loss)	(162,585		)	(902,107		)	3,305,205			(2,161,398		)

Other Income (Expense)
Interest income	274			596			776			2,251
Other income	1,256			136,957			3,549			142,893
Interest expense	(165,314		)	(209,728		)	(366,800		)	(344,271		)
Income from equity method investments	18,086			57,067			39,162			119,117
Total other income (expense), net	(145,698		)	(15,108		)	(323,313		)	(80,010		)

Net Income (Loss)	$	(308,283	)	$	(917,215	)	$	2,981,892		$	(2,241,408	)

Weighted Average Units Outstanding	4,814			4,936			4,854			4,936
Net Income (Loss) Per Unit	$	(64.04	)	$	(185.82	)	$	614.32		$	(454.09	)
Distributions Per Unit	$	—		$	—		$	345		$	400

Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.

HIGHWATER ETHANOL, LLC

Condensed Unaudited Statements of Cash Flows



	Six Months Ended
	April 30, 2017			April 30, 2016
Cash Flows from Operating Activities
Net income (loss)	$	2,981,892		$	(2,241,408	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization	3,966,282			3,604,371
Income from equity method investments	(39,162		)	(119,117		)
Gain on sale of asset	(9,093		)	—
Non-cash patronage income	(81,854		)	(56,049		)
Changes in assets and liabilities
Accounts receivable	1,975,362			(204,013		)
Inventories	(716,211		)	(55,411		)
Derivative instruments	140,682			176,025
Prepaids and other	(75,521		)	(4,236		)
Customer deposits	—			201,228
Accounts payable	(315,434		)	259,377
Accrued expenses	(8,254		)	(84,521		)
Net cash provided by operating activities	7,818,689			1,476,246

Cash Flows from Investing Activities
Capital expenditures	(1,320,649		)	(3,717,482		)
Proceeds from sale of asset	28,777			—
Distributions from equity method investments	254,084			398,418
Net cash used in investing activities	(1,037,788		)	(3,319,064		)

Cash Flows from Financing Activities
Payments on long-term debt	(4,832,660		)	(3,107,388		)
Member unit repurchase, 78.5 units	(550,000		)	—
Member distributions	(1,687,740		)	(1,974,400		)
Net cash used in financing activities	(7,070,400		)	(5,081,788		)

Net Decrease in Cash and Cash Equivalents	(289,499		)	(6,924,606		)

Cash and Cash equivalents – Beginning of Period	2,129,800			9,205,643

Cash and Cash equivalents – End of Period	$	1,840,301		$	2,281,037

Supplemental Cash Flow Information
Cash paid for interest	$	284,037		$	392,041

Supplemental Disclosure of Noncash Financing and Investing Activities
Capital expenditures included in accounts payable	$	131,062		$	699,618

Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.

HIGHWATER ETHANOL, LLC

Notes to Condensed Unaudited Financial Statements

April 30, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. The accompanying balance sheet and related notes as of October 31, 2016 are derived from the audited financial statements as of that date. These condensed financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in the Company’s audited financial statements for the year ended October 31, 2016, contained in the Company’s Form 10-K.

In the opinion of management, the interim condensed financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for fair presentation of the Company's financial position as of April 30, 2017 and the results of operations and cash flows for all periods presented.

Nature of Business

Highwater Ethanol, LLC, (a Minnesota Limited Liability Company) operates a 50 million gallon per year ethanol plant in Lamberton, Minnesota. The Company produces and sells, primarily through third-party professional marketers, fuel ethanol and co-products of the fuel ethanol production process in the continental United States, Mexico and Canada.

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The Company uses estimates and assumptions in accounting for significant matters, among others, the carrying value of property and equipment and related impairment testing, inventory valuation, and derivative instruments. Actual results could differ from those estimates and such differences may be material to the financial statements. The Company periodically reviews estimates and assumptions and the effects of revisions are reflected in the period in which the revision is made.

Revenue Recognition

The Company generally sells ethanol and related products pursuant to marketing agreements. The Company’s products are shipped FOB shipping point. Revenues are recognized when the customer has taken title and has assumed the risks and rewards of ownership, prices are fixed or determinable and collectability is reasonably assured. For ethanol sales, title transfers when loaded into the rail car and for distiller’s grains when the loaded rail cars leave the plant facility.

In accordance with the Company’s agreements for the marketing and sale of ethanol and related products, marketing fees and freight due to the marketers are deducted from the gross sales price at the time incurred. Revenue is recorded net of these marketing fees and freight as they do not provide an identifiable benefit that is sufficiently separable from the sale of ethanol and related products.

Derivative Instruments

Derivatives are recognized in the balance sheet and the measurement of these instruments is at fair value. In order for a derivative to qualify as a hedge, specific criteria must be met and appropriate documentation maintained. Gains and losses from derivatives that do not qualify as hedges, or are undesignated, must be recognized immediately in earnings. If the derivative does qualify as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will be either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Changes in the fair value of undesignated derivatives are recognized currently in earnings.

Contracts are evaluated to determine whether the contracts are derivatives. Certain contracts that literally meet the definition of a derivative may be exempted as “normal purchases or normal sales”. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in

HIGHWATER ETHANOL, LLC

Notes to Condensed Unaudited Financial Statements

April 30, 2017

quantities expected to be used or sold over a reasonable period in the normal course of business. Contracts that meet the requirements of normal purchases or sales are documented as normal and exempted from accounting as derivatives, therefore, are not marked to market in our financial statements.

The Company enters into corn and ethanol commodity-based and natural gas derivatives in order to protect cash flows from fluctuations caused by volatility in prices. These derivatives are not designated as effective hedges for accounting purposes. For derivative instruments that are not accounted for as hedges, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. Changes in fair market value of ethanol derivatives are included in revenues. Changes in fair market value of corn and natural gas derivatives are included in costs of goods sold.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and other working capital items approximate fair value at April 30, 2017 due to the short maturity nature of these instruments.

The Company believes the carrying value of the derivative instruments approximates fair value based on quoted market prices or widely accepted valuation techniques including discounted cash flow analysis which includes observable market-based inputs.

The Company believes the carrying amount of the long-term debt approximates the fair value due to a significant portion of total indebtedness containing variable interest rates and that this rate is a market interest rate for these borrowings.

Equity Method Investments

The Company has a 6% investment interest in an unlisted company, Renewable Products Marketing Group, LLC (RPMG), who markets the Company’s ethanol. The Company also has a 7% ownership interest in Lawrenceville Tank, LLC (LT), which owns and operates a trans load/tank facility near Atlanta, Georgia. These investments are flow-through entities and are being accounted for by the equity method of accounting under which the Company’s share of net income is recognized as income in the Company’s statements of operations and added to the investment account. Distributions or dividends received from the investment are treated as a reduction of the investment account. The Company consistently follows the practice of recognizing the net income from equity method investments based on the most recent reliable data. Therefore, the net income which is reported in the Company's statement of operations for the quarter ended April 30, 2017 is based on the investee’s results of operations for the three month period ended March 31, 2017.

Railcar Damages Accrual

In accordance with the Company's railcar lease agreements, the Company is required to pay for damages considered to be in excess of normal wear and tear at the termination of the lease. The Company accrues the estimated cost for railcar damages over the term of the lease.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, which is the Company’s first quarter of fiscal year 2019. Early application is permitted one year earlier. The new standard allows for the amendment to be applied either retrospectively to each prior reporting period presented or retrospectively as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the effect that ASU 2014-09 will have on its financial statements and related disclosures, including which transition method it will adopt.

In April 2015, the FASB issued ASU No. 2015-03 (ASU 2015-03), Interest-Imputation of Interest, which simplifies the presentation of debt issuance costs. The new standard debt issuance costs will be reclassified as a deduction to the carrying amount of the related debt balance, therefore, decreasing both assets and liabilities. ASU 2015-03 was effective for fiscal years, and interim

HIGHWATER ETHANOL, LLC

Notes to Condensed Unaudited Financial Statements

April 30, 2017

periods within those years, beginning after December 31, 2015. The Company implemented ASU 2015-03 effective November 1, 2016. The effect was offsetting current and long term debt by $91,236 at April 30, 2017 and retroactively offsetting long term debt by $130,347 at October 31, 2016.

In January 2016, the FASB issued ASU No. 2016-01 (ASU2016-01), Financial Instruments-Overall (Subtopic 825-10), which is intended to make financial statement information on recognition, measurement, presentation, and disclosure of financial instrument more useful. ASU 2016-01 is effective for fiscal periods beginning after December 15, 2017. The Company is currently in the process of evaluating the impact that this new guidance will have on the Financial Statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires lessees to recognize a lease liability and a right-to-use asset for all leases, including operating leases, with a term greater than twelve months on its balance sheet. This ASU is effective in annual and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted, and requires a modified retrospective transition method. The Company is currently in the process of evaluating the impact that this new guidance will have on the Financial Statements.

In August 2016, the FASB issued ASU No. 2016-15 (ASU 2016-15), Statement of Cash Flows (Topic 230), which clarifies and provides guidance for specific cash flow issues. ASU 2016-15 is effective for fiscal periods beginning after December 15, 2017. The Company is currently in the process of evaluating the impact that this new guidance will have on the Financial Statements.

2. UNCERTAINTIES

The Company derives substantially all of its revenues from the sale of ethanol and distillers grains. These products are commodities and the market prices for these products display substantial volatility and are subject to a number of factors which are beyond the control of the Company. The Company’s most significant manufacturing inputs are corn and natural gas. The price of these commodities is also subject to substantial volatility and uncontrollable market factors. In addition, these input costs do not necessarily fluctuate with the market prices for ethanol and distillers grains. As a result, the Company is subject to significant risk that its operating margins can be reduced or eliminated due to the relative movements in the market prices of its products and major manufacturing inputs. As a result, market fluctuations in the price of or demand for these commodities can have a significant adverse effect on the Company’s operations, profitability, and availability of cash flows to make loan payments and maintain compliance with the loan agreement.

3. FAIR VALUE MEASUREMENTS

The following table provides information on those assets (liabilities) measured at fair value on a recurring basis.



	Fair Value as of			Fair Value Measurement Using
	April 30, 2017			Level 1			Level 2		Level 3
Derivative instruments - commodities	$	(1,097,718	)	$	(1,097,718	)	$	—	$	—



	Fair Value as of			Fair Value Measurement Using
	October 31, 2016			Level 1			Level 2		Level 3
Derivative instruments - commodities	$	(706,473	)	$	(706,473	)	$	—	$	—

The Company determines the fair values of commodities by obtaining the fair value measurements from an independent pricing service based on dealer quotes and live trading levels from the Chicago Board of Trade.

HIGHWATER ETHANOL, LLC

Notes to Condensed Unaudited Financial Statements

April 30, 2017

4. INVENTORIES

Inventories consisted of the following at:



	April 30, 2017		October 31, 2016

Raw materials	$	1,678,123	$	3,243,617
Spare parts and supplies	3,290,664		2,327,674
Work in process	684,678		611,347
Finished goods	2,021,649		776,265
Total	$	7,675,114	$	6,958,903

5. DERIVATIVE INSTRUMENTS

As of April 30, 2017, the Company had entered into corn and ethanol derivative instruments, which are required to be recorded as either assets or liabilities at fair value in the balance sheet. The Company uses these instruments to manage risks from changes in market rates and prices. They are not used for speculative purposes. Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the derivative instrument and the related change in value of the underlying hedged item. The Company may designate the hedging instruments based upon the exposure being hedged as a fair value hedge, a cash flow hedge or a hedge against foreign currency exposure. The derivative instruments outstanding at April 30, 2017 are not designated as effective hedges for accounting purposes.

Commodity Contracts

As of April 30, 2017, the Company has open positions for 600,000 bushels of corn and 1,260,000 gallons of ethanol. Management expects all open positions outstanding as of April 30, 2017 to be realized within the next twelve months.

The following tables provide details regarding the Company's derivative instruments at April 30, 2017 and October 31, 2016:



Instrument	Balance Sheet location	April 30, 2017			October 31, 2016

Corn, natural gas and ethanol contracts
In gain position		$	167,838		$	523,218
In loss position		(1,265,556		)	(1,229,691		)
Deposits with broker		1,497,322			1,246,759
	Current assets	$	399,604		$	540,286

The following tables provide details regarding the gains (losses) from the Company's derivative instruments in the statements of operations, none of which are designated as hedging instruments:



	Statement of	Three Months Ended April 30,
	Operations location	2017		2016
Ethanol contracts	Revenues	$	196,478	$	5,645
Corn contracts	Cost of goods sold	300,480		(47,252		)
Natural gas contracts	Cost of goods sold	14,887		15,954



	Statement of	Six Months Ended April 30,
	Operations location	2017		2016
Ethanol contracts	Revenues	$	422,210	$	35,147
Corn contracts	Cost of goods sold	850,816		110,918
Natural gas contracts	Cost of goods sold	11,747		(96,700		)

HIGHWATER ETHANOL, LLC

Notes to Condensed Unaudited Financial Statements

April 30, 2017

6. DEBT FINANCING

Long-term debt consists of the following at:



	April 30, 2017			October 31, 2016
Variable Rate Term Loan	$	11,250,000		$	12,750,000

Term Revolving Loan	1,000,000			3,937,839

Capital lease	138,214			547,327

Less debt issuance costs	(91,236		)	(130,347		)

Total	12,296,978			17,104,819

Less amounts due within one year	2,849,016			3,297,327

Net long-term debt	$	9,447,962		$	13,807,492

Bank Financing

On January 22, 2016, the Company entered into a Second Amended and Restated Credit Agreement with AgStar Financial Services, PCA, as administrative agent for several financial institutions ("AgStar") which amended the Amended and Restated Credit Agreement dated September 22, 2014. The Second Amended and Restated Credit Agreement decreased the Term Loan to $15,000,000, increased the Term Revolving Loan to $15,000,000 and eliminated the Revolving Line of Credit.

Term Loan

The Term Loan is for $15,000,000 with a variable interest rate that is equal to the 30-day LIBOR rate plus 325 basis points with no minimum interest rate. The applicable interest rate at April 30, 2017 was 4.13%. Monthly principal payments are due on the Term Loan of approximately $250,000 plus accrued interest. Payments are based upon a five year amortization and the Term Loan is fully amortized. The outstanding balance on this note was $11,250,000 at April 30, 2017. The Company may convert the Term Loan to a fixed rate loan, subject to certain conditions as described in the Second Amended and Restated Credit Agreement and with the consent of AgStar.

Term Revolving Loan

The Term Revolving Loan is for up to $15,000,000 with a variable interest rate that is the 30-day LIBOR rate plus 325 basis points with no minimum interest rate. The applicable interest rate at April 30, 2017 was 4.13%. The availability under the Term Revolving Loan increases to $20,000,000 after the Term Loan is paid down to $10,000,000 so long as at least one or more of the participating banks agrees to raise its commitment. The Term Revolving Loan may be advanced, repaid and re-borrowed during the term. Monthly interest payments are due on the Term Revolving Loan. Payment of all amounts outstanding are due on January 22, 2023. The outstanding balance on this note was $1,000,000 at April 30, 2017. The Company also has $1,000,000 in letters of credit outstanding at April 30, 2017 which reduce the amount available under the Term Revolving Loan. The Company pays interest at a rate of 1.50% on amounts outstanding for the letters of credit. The Company is also required to pay unused commitment fees for the Term Revolving Loan as defined in the Second Amended and Restated Credit Agreement.

Covenants and other Miscellaneous Terms

The loan facility with AgStar is secured by substantially all business assets. The Company executed a mortgage creating a first lien on its real estate and plant and a security interest in all personal property located on the premises and assigned all rents and leases to property, marketing contracts, risk management services contract, and natural gas, electricity, water service and grain procurement agreements.

HIGHWATER ETHANOL, LLC

Notes to Condensed Unaudited Financial Statements

April 30, 2017

The Company is also subject to various financial and non-financial covenants that limit distributions and debt and require minimum debt service coverage, tangible net worth, and working capital requirements. The debt service coverage ratio is no less than 1.25:1.00 measured annually by comparing adjusted EBITDA to scheduled payments of principal and interest. The minimum working capital is $8,250,000, which is calculated as current assets plus the amount available for drawing under the Term Revolving Loan and undrawn amounts on outstanding letters of credit, less current liabilities, and is measured quarterly.

The Company is limited to annual capital expenditures of $5,000,000 without prior approval, incurring additional debt over certain amounts without prior approval, and making additional investments as described in the Amended and Restated Credit Agreement without prior approval of AgStar. The Company is allowed to make cash distributions to members as frequently as monthly in an amount equal to 75% of net income if working capital is greater than or equal to $8,250,000, or 100% of net income if working capital is greater than or equal to $11,000,000, or an unlimited amount if working capital is greater than or equal to $11,000,000 and the outstanding balance on the Term Loan is $0.

Capital Lease

The Company entered into a series of related definitive agreements, dated September 26, 2013, with Butamax which include an Easement for Construction and Process Demonstration Agreement, an Equipment Lease Agreement, a Technology License Agreement, a Technology Demonstration Risk Reduction Agreement and a Security Agreement (collectively, the "Agreements") pursuant to which Butamax has agreed to construct, install and lease its corn oil separation system and license to the Company its proprietary, patent-protected corn oil separation technology. Pursuant to the Agreements, the Company agreed to give Butamax access to the plant in order to construct, install, operate, test and commercially validate a corn oil separation system. Butamax retains ownership of the corn oil separation system and technology but agrees to lease it to the Company for a term of 120 months subject to Butamax's right to remove the system if the Company is in breach of the Agreements. The term of the lease may also be extended or terminated pursuant to the terms of the Agreements. The Company is responsible for repairs and maintenance of the system and bear the risk of loss. In return, the Company agrees to payment of certain license fees which are subject to being reduced under the terms of the Agreements if the corn oil separation system does not meet certain performance goals. The Agreements provide that the corn oil separation system shall be conveyed to the Company at the end of the term so long as the Company is not in breach of the Agreements. The Company granted a security interest to Butamax in the corn oil separation system to secure its obligations under the Agreements. Pursuant to the Agreements, the Company agreed, subject to certain obligations of confidentiality, to provide Butamax with Company information on a monthly basis including business and financial information and have granted Butamax the option to have a representative present in board and committee meetings as an observer. The Company also agreed to give Butamax notice in the event of an issuance or sale of membership interests or convertible debt instruments. The Company recorded this as a capital lease in April 2014, and the balance as of April 30, 2017 was $138,214.

The estimated maturities of the long-term debt at April 30, 2017 are as follows:



	Principal		Debt Issuance Costs			Total
April 2018	$	2,888,214	$	(39,198	)	$	2,849,016
April 2019	3,000,000		(28,385		)	2,971,615
April 2020	3,000,000		(17,571		)	2,982,429
April 2021	2,500,000		(6,082		)	2,493,918
April 2022	—		—			—
April 2023 and thereafter	1,000,000		—			1,000,000
Long-term debt	$	12,388,214	$	(91,236	)	$	12,296,978

7. COMMITMENTS AND CONTINGENCIES

Regulatory Agencies

The Company is subject to oversight from regulatory agencies regarding environmental concerns which arise in the ordinary course of its business.

Forward Contracts

At April 30, 2017, the Company had approximately 11,095,000 bushels of forward fixed basis corn contracts and 1,881,000 bushels of forward fixed price corn contracts valued at approximately$6,094,000. These purchase contracts are for various delivery periods through March 2018. At April 30, 2017, the Company had approximately 1,207,000 MMBTUs of forward fixed price natural gas purchase contracts valued at approximately $3,402,000 for various delivery periods through March 2019. In addition, at April 30, 2017, the Company had approximately 220,000 gallons of forward fixed price denaturant purchase contracts valued at $276,000 for various delivery periods through June 2017.

At April 30, 2017, the Company had approximately 9,975 tons of forward fixed price dried distillers grains sales contracts valued at $1,012,000 for various delivery periods through September 2017. In addition, at April 30, 2017, the Company had approximately 7,400 tons of forward fixed price modified distillers grains sales contracts valued at approximately $414,000 for delivery periods through October 2017. In addition, at April 30, 2017, the Company had approximately 145,000 pounds of forward fixed price corn oil sales contracts valued at approximately $41,000 for delivery periods through May 2017.

Construction

The Company has begun construction on an additional grain storage bin which is expected to add 600,000 bushels of storage and cost approximately $1,600,000. The project is expected to be completed during the fourth quarter of the Company's 2017 fiscal year.

Unit Repurchases

During the second quarter of our fiscal year ended October 31, 2017, the Company repurchased 78 of its membership units at a price of $7,000 per unit for a total purchase price of $546,000 and .5 of its membership units at a price of $8,000 per unit for a total purchase price of $4,000.

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

We prepared the following discussion and analysis to help you better understand our financial condition, changes in our financial condition, and results of operations for the three month periods ended April 30, 2017, compared to the same periods of the prior fiscal year. This discussion should be read in conjunction with the condensed financial statements and notes and the information contained in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2016.

Forward-Looking Statements

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 “will,” “may,” “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. Many factors could cause actual results to differ materially from those projected in forward-looking statements. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include, but are not limited to:



Ÿ	Changes in the availability and price of corn and natural gas;
Ÿ	Reduction or elimination of the Renewable Fuel Standard;
Ÿ	Volatile commodity and financial markets;
Ÿ	Changes in legislation benefiting renewable fuels;
Ÿ	Our ability to comply with the financial covenants contained in our credit agreements with our lenders;
Ÿ	Our ability to profitably operate the ethanol plant and maintain a positive spread between the selling price of our products and our raw material costs;
Ÿ	Results of our hedging activities and other risk management strategies;
Ÿ	Ethanol and distillers grains supply exceeding demand and corresponding price reductions;
Ÿ	Our ability to generate cash flow to invest in our business and service our debt;
Ÿ	Changes in the environmental regulations that apply to our plant operations and changes in our ability to comply with such regulations;
Ÿ	Changes in our business strategy, capital improvements or development plans;
Ÿ	Changes in plant production capacity or technical difficulties in operating the plant;
Ÿ	Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture, oil or automobile industries;
Ÿ	Lack of transportation, storage and blending infrastructure preventing ethanol from reaching high demand markets;
Ÿ	Changes in federal and/or state laws or policies impacting the ethanol industry;
Ÿ	Changes and advances in ethanol production technology and the development of alternative fuels and energy sources and advanced biofuels;
Ÿ	Competition from alternative fuel additives;
Ÿ	Changes in interest rates and lending conditions;
Ÿ	Decreases in the price we receive for our ethanol and distillers grains;
Ÿ	Our inability to secure credit or obtain additional equity financing we may require in the future;
Ÿ	Our ability to retain key employees and maintain labor relations; and
Ÿ	Changes in the price of oil and gasoline.

The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We are not under any duty to update the forward-looking statements contained in this report. Furthermore, 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.

Available Information

Our website address is www.highwaterethanol.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), are available, free of charge, on our website at www.highwaterethanol.com under the link “SEC Compliance,” as soon as reasonably practicable after we electronically file such materials with, or furnish such

materials to, the Securities and Exchange Commission. The contents of our website are not incorporated by reference in this Quarterly Report on Form 10-Q.

Overview

Highwater Ethanol, LLC (“we,” “our,” “Highwater Ethanol” or the “Company”) was formed as a Minnesota limited liability company organized on May 2, 2006, for the purpose of constructing, owning, and operating a 50 million gallon per year ethanol plant near Lamberton, Minnesota. Since August 2009, we have been engaged in the production of ethanol and distillers grains at the plant. We have been operating in excess of our nameplate capacity of 50 million gallons per year and anticipate we will continue to do so in the future.

Our operating results are largely driven by the prices at which we sell our ethanol and distillers grains as well as the costs related to production. The price of ethanol has historically fluctuated with the price of corn. The price of distillers grains has also historically been influenced by the price of corn as a substitute livestock feed. We expect these price relationships to continue for the foreseeable future, although recent volatility in the commodities markets makes historical pricing relationships less reliable. Our largest costs of production are corn, natural gas, depreciation and manufacturing chemicals. The cost of corn is largely impacted by geopolitical supply and demand factors and the outcome of our risk management strategies. Prices for natural gas, manufacturing chemicals and denaturant are tied directly to the overall energy sector, crude oil and unleaded gasoline. We market and sell our products primarily in the continental United States using third party marketers. RPMG, Inc. markets our ethanol. CHS, Inc. markets our dried distillers grains and corn oil and supplies our corn.

We have commenced a construction project to add additional grain storage which is expected to add 600,000 bushels of storage and cost approximately $1,600,000. The project is expected to be completed during the fourth quarter of our 2017 fiscal year. We expect to fund the project with our existing credit facilities and cash generated from operations.

The ethanol industry is dependent on several economic incentives which if reduced or eliminated could significantly impact ethanol demand. One of these is the Renewable Fuels Standard (“RFS”) program which requires that, in each year, a certain amount of renewable fuels be used in the United States. The United States Environmental Protection Agency ("EPA") has the authority to waive the RFS statutory volume requirement, in whole or in part, provided one of the following two conditions have been met: (1) there is inadequate domestic renewable fuel supply; or (2) implementation of the requirement would severely harm the economy or environment of a state, region or the United States. Annually, the EPA is supposed to pass a rule that establishes the number of gallons of different types of renewable fuels that must be used in the United States which is called the renewable volume obligations. However, the EPA decided to delay finalizing the rule on the 2014 and 2015 RFS standards until after the end of 2014. On November 30, 2015, the EPA released the final renewable volume obligations for 2014, 2015 and 2016. There have been legal challenges to these final rules. On November 23, 2016, the EPA released the final renewable volume obligations for 2017. The statutory volumes and the EPA's volumes for 2014, 2015, 2016 and 2017 (in billion gallons) are as follows:



		Total Renewable Fuel Volume Requirement	Portion of Volume Requirement That Can Be Met By Corn-based Ethanol
2014	Statutory	18.15	14.40
2014	EPA Rule 11/30/2015	16.28	13.61
2015	Statutory	20.50	15.00
2015	EPA Rule 11/30/2015	16.93	14.05
2016	Statutory	22.25	15.00
2016	EPA Rule 11/30/2015	18.11	14.50
2017	Statutory	24.00	15.00
2017	EPA Rule 11/23/2016	19.28	15.00

If the volume requirements under the RFS were to be reduced in the future, it could have an adverse effect on the market price and demand for ethanol which could negatively impact our financial performance.

In the past, China has been the world's largest importer of distillers grains produced in the U.S and a significant importer of ethanol produced in the U.S. However, last year, China began an anti-dumping and countervailing duty investigation related to distillers grains imported from the United States which contributed to a decline in distillers grains shipped to China. Last fall, China issued a preliminary ruling imposing immediate anti-dumping and anti-subsidy duties on distillers grains that are produced in the United States. On January 10, 2017, China announced a final ruling increasing anti-dumping duties to a range of 42.2% to 53.7%, up from 33.8% in its preliminary decision. Anti-subsidy duties will range from 11.2% to 12%, up from 10%-10.7% in its preliminary decision. In addition, in January 2017, China raised its tariff on ethanol produced in the U.S. to 30%. The imposition of these trade restrictions on distillers grains and ethanol are expected to result in declines in demand from this top importer requiring U.S. producers to seek out alternative markets.

We expect to fund our operations during the next 12 months using cash flow from our continuing operations and our current credit facilities. However, should we experience unfavorable operating conditions in the ethanol industry that prevent us

from profitably operating the ethanol plant, we may need to seek additional funding.

Results of Operations for the Three Months Ended April 30, 2017 and 2016

The following table shows the results of our operations and the approximate percentage of revenues, costs of goods sold, operating expenses and other items to total revenues in our unaudited statements of operations for the three months ended April 30, 2017 and 2016:



	2017					2016
Statements of Operations Data	Amount (unaudited)			%		Amount (unaudited)			%

Revenues	$	23,718,623		100.00	%	$	23,074,068		100.00	%
Cost of Goods Sold	23,127,166			97.51	%	23,190,188			100.50	%
Gross Profit (Loss)	591,457			2.49	%	(116,120		)	(0.50	)%
Operating Expenses	754,042			3.18	%	785,987			3.41	%
Operating Profit (Loss)	(162,585		)	(0.69	)%	(902,107		)	(3.91	)%
Other Income (Expense)	(145,698		)	(0.61	)%	(15,108		)	(0.07	)%
Net Income (Loss)	$	(308,283	)	(1.30	)%	$	(917,215	)	(3.98	)%

The following table shows the sources of our revenue for the three months ended April 30, 2017 and 2016.



	2017				2016
Revenue Sources	Amount (Unaudited)		%		Amount (Unaudited)		%

Ethanol Sales	$	19,454,609	82.02	%	$	18,369,307	79.61	%
Modified Distillers Grains Sales	546,003		2.30	%	942,674		4.09	%
Dried Distillers Grains Sales	3,067,130		12.93	%	3,091,601		13.40	%
Corn Oil Sales	650,881		2.75	%	670,486		2.90	%
Total Revenues	$	23,718,623	100.00	%	$	23,074,068	100.00	%

Revenue

Ethanol

Our total revenues were higher for the three months ended April 30, 2017, as compared to the three months ended April 30, 2016. Revenue from ethanol sales increased by approximately 5.9% during the three months ended April 30, 2017, as compared to the three months ended April 30, 2016, due primarily to an increase in the average price per gallon of ethanol sold. The average price per gallon of ethanol sold for the three months ended April 30, 2017 was approximately 6.3% higher than the average price

we received for the three months ended April 30, 2016. Ethanol prices were higher for the three months ended April 30, 2017 due to higher gasoline prices.

Ethanol prices will likely continue to generally be directionally consistent with changes in corn and energy prices. If corn and gasoline prices decrease, that could have a significant negative impact on the price of ethanol particularly if ethanol stocks were to increase. In addition, an increase by the Chinese government in January 2017 of the tariff on ethanol produced in the U.S. to 30% has had a negative effect on export demand to China and is expected to result in lower ethanol prices unless additional demand can be created from other foreign markets or domestically. However, management expects that the summer driving season will likely result in an increase in domestic demand which could have a positive effect on ethanol prices.

The number of gallons of ethanol sold during the three months ended April 30, 2017 was comparable to the number of gallons of ethanol sold for the three months ended April 30, 2016. Management anticipates that the amount of ethanol produced for the three months ended April 30, 2017, will remain relatively consistent in the future.

We had gains related to ethanol based derivative instruments of approximately $196,000 for the three months ended April 30, 2017. We had gains related to ethanol based derivative instruments of approximately $6,000 for the three months ended April 30, 2016.

Distillers Grains

Revenue from distillers grains sales decreased by approximately 10.4% during the three months ended April 30, 2017, as compared to the three months ended April 30, 2016. This is primarily a result of lower dried and modified distillers grains prices and a decrease in the overall amount of distillers grain sold for the three months ended April 30, 2017, as compared to the three months ended April 30, 2016. For the three months ended April 30, 2017, the average price per ton of dried distillers grains sold was approximately 12.4% lower than the average price we received during the three months ended April 30, 2016, due to lower corn prices and lower domestic and export demand. For the three months ended April 30, 2017, the average price per ton of modified distillers grains sold was approximately 8.3% lower than during the three months ended April 30, 2016, due to decreased demand in our local area.

Distillers grains prices typically change in proportion to corn prices and availability of corn. Domestic demand for distillers grains could also remain low due to expansion of production capacity in the ethanol industry or if corn prices decline and end-users switch to lower priced alternatives.

China has been a significant consumer of exported distillers grains particularly since December 2014 following the resolution of a dispute related to China's objection to the presence of an unapproved genetically modified organism in some U.S. shipments. However, an anti-dumping investigation began by the Chinese government on January 12, 2016 into distillers grains produced in the U.S. and the recent imposition by China of anti-dumping and anti-subsidy duties on U.S. imports has had a negative effect on export demand from China resulting in lower distillers grains prices. Last fall, China issued a preliminary ruling imposing immediate anti-dumping and anti-subsidy duties on distillers grains that are produced in the United States. On January 10, 2017, China announced a final ruling increasing anti-dumping and anti-subsidy duties. The imposition of these duties have negatively impacted, and are expected to continue in the future to impact, demand from this top importer and distillers grains prices could remain low unless additional demand can be created from other foreign markets or domestically.

The tons of dried distillers grains sold during the three months ended April 30, 2017, increased by approximately 13.8% as compared to the tons of dried distillers grains we sold for the three months ended April 30, 2016. However, the tons of modified distillers grains we sold during the three months ended April 30, 2017, decreased by approximately 36.2% as compared to the three months ended April 30, 2016. As a result, the overall amount of distillers grains sold decreased by approximately 4.4% due primarily to timing of distillers grains shipments. Management anticipates that the overall amount of distillers grains produced for the three months ended April 30, 2017, will remain relatively consistent in the future.

At April 30, 2017, we have approximately 9,975 tons of forward dried distiller grains sales contracts valued at $1,012,000 for various delivery periods through September 2017. In addition, at April 30, 2017, the Company had approximately 7,400 tons of forward fixed price modified distillers grains sales contracts valued at approximately $414,000 for delivery periods through October 2017.

Corn Oil

Revenue from corn oil sales decreased by approximately 2.9% during the three months ended April 30, 2017, as compared to the three months ended April 30, 2016. This is primarily a result of a decrease in pounds of corn oil sold during the three months ended April 30, 2017, as compared to the three months ended April 30, 2016. The pounds of corn oil sold during the three months ended April 30, 2017, decreased by approximately 14.7% as compared to the the three months ended April 30, 2016, due to problems with our corn oil equipment. Management anticipates that our corn oil production for the three months ended April 30, 2017, will return to previous levels now that the equipment has been repaired.

For the three months ended April 30, 2017, the average price per pound of corn oil we received was approximately 12.5% higher than during the three months ended April 30, 2016, due to increased demand from the corn oil feed market. Management anticipates that corn oil prices in the future will be affected by changes in corn and energy prices and the status of the biodiesel blenders' tax credit.

At April 30, 2017, we had approximately 145,000 pounds of forward fixed price corn oil sales contracts valued at approximately $41,000 for delivery periods through May 2017.

Cost of Goods Sold

Our two largest costs of production are corn (69.1% of cost of goods sold for the three months ended April 30, 2017) and natural gas (6.2% of cost of goods sold for the three months ended April 30, 2017). Our total cost of goods sold was approximately .3% less during the three months ended April 30, 2017, as compared to the three months ended April 30, 2016.

Corn

Our average price per bushel of corn for the three months ended April 30, 2017 decreased by approximately 3.6% per bushel, as compared to the three months ended April 30, 2016, due to the large corn crop harvested in the fall of 2016.

Management expects there to be an adequate corn supply available in our area to operate the ethanol plant. However, corn prices and availability will likely remain volatile in the future and may be impacted by weather conditions, supply and demand, stocks and other factors and could significantly impact our costs of production.

We used approximately 3.1% more bushels of corn in the three months ended April 30, 2017, as compared to the three months ended April 30, 2016, due to increased ethanol production.

At April 30, 2017, we have approximately 11,095,000 bushels of forward fixed basis corn purchase contracts and 1,881,000 bushels of forward fixed price corn contracts valued at approximately $6,094,000 for various delivery periods through March 2018. For the three months ended April 30, 2017, we had gains related to corn derivative instruments of approximately $300,000. For the three months ended April 30, 2016, we had losses related to corn derivative instruments of approximately $47,000.

Natural Gas

Our average price per MMBTU of natural gas was approximately 8.4% lower for the three months ended April 30, 2017, as compared to the three months ended April 30, 2016. Natural gas prices were lower due to our locking in prices for the majority of our natural gas requirements. Management anticipates that natural gas prices will continue at their current levels unless the natural gas industry experiences production problems or if there are large increases in natural gas demand.

For the three months ended April 30, 2017, we purchased approximately 9.1% more natural gas as compared to the three months ended April 30, 2016. This increase in natural gas usage is primarily due to an increase in dried distillers grains production.

At April 30, 2017, we have approximately 1,207,000 MMBTUs of forward natural gas sales contracts valued at approximately $3,402,000 for various delivery periods through March 2019. For the three months ended April 30, 2017, we had gains related to natural gas derivative instruments of approximately $15,000. For the three months ended April 30, 2016, we had gains related to natural gas derivative instruments of approximately $16,000.

Operating Expense

We had operating expenses for the three months ended April 30, 2017 of $754,042, as compared to operating expenses of $785,987 for the three months ended April 30, 2016. Management attributes this decrease in operating expenses primarily to a decrease in information technology expenses and membership dues for the three months ended April 30, 2017, as compared to the three months ended April 30, 2016. Management continues to pursue strategies to optimize efficiencies and maximize production. These efforts may result in a decrease in our operating expenses on a per gallon basis. However, because these expenses do not vary with the level of production at the plant, we expect our operating expenses to remain relatively steady.

Operating Profit

We had loss from operations for the three months ended April 30, 2017 of $162,585, which is approximately (0.69)% of our revenues, compared to a loss of $902,107, which was approximately (3.91)% of our revenues, for the three months ended April 30, 2016. This increase in our operating income is primarily due to an increase in the price we received for our ethanol relative to the price we paid for corn.

Other Income (Expense)

We had total other expense for the three months ended April 30, 2017 of $145,698, as compared to total other expense of $15,108 for the three months ended April 30, 2016. Our other expense for the three months ended April 30, 2017, consisted primarily of interest expense offset by income from investments. This increase in other expense is primarily due to a decrease in patronage income and lower income from equity method investments in 2017.

Results of Operations for the Six Months Ended April 30, 2017 and 2016



	2017					2016
Statements of Operations Data	Amount (unaudited)			%		Amount (unaudited)			%

Revenues	$	50,777,236		100.00	%	$	47,273,892		100.00	%
Cost of Goods Sold	45,993,969			90.58	%	47,955,401			101.44	%
Gross Profit (Loss)	4,783,267			9.42	%	(681,509		)	(1.44	)%
Operating Expenses	1,478,062			2.91	%	1,479,889			3.13	%
Operating Profit (Loss)	3,305,205			6.51	%	(2,161,398		)	(4.57	)%
Other Income (Expense)	(323,313		)	(0.64	)%	(80,010		)	(0.17	)%
Net Income (Loss)	$	2,981,892		5.87	%	$	(2,241,408	)	(4.74	)%

The following table shows the sources of our revenue for the six months ended April 30, 2017 and 2016.



	2017				2016
Revenue Sources	Amount (Unaudited)		%		Amount (Unaudited)		%

Ethanol Sales	$	41,776,092	82.28	%	$	37,397,053	79.11	%
Modified Distillers Grains Sales	1,113,301		2.19	%	1,650,346		3.49	%
Dried Distillers Grains Sales	6,323,306		12.45	%	6,892,370		14.58	%
Corn Oil Sales	1,564,537		3.08	%	1,334,123		2.82	%
Total Revenues	$	50,777,236	100.00	%	$	47,273,892	100.00	%

Revenue

Ethanol

Our total revenues were higher for the six months ended April 30, 2017, as compared to the six months ended April 30, 2016. Revenue from ethanol sales increased by approximately 11.7% during the six months ended April 30, 2017, as compared to the six months ended April 30, 2016, due to an increase in the average price per gallon of ethanol sold and an increase in the number of gallons of ethanol sold. The average price per gallon of ethanol sold for the six months ended April 30, 2017 was approximately 11.0% higher than the average price we received for the six months ended April 30, 2016 due to higher gasoline prices.

The number of gallons of ethanol sold during the six months ended April 30, 2017 increased by approximately .9% as compared to the number of gallons of ethanol sold for the six months ended April 30, 2016, due to higher ethanol production. Management anticipates that the amount of ethanol produced for the six months ended April 30, 2017, will remain relatively consistent in the future.

We had gains related to ethanol based derivative instruments of approximately $422,000 for the six months ended April 30, 2017. We had gains related to ethanol based derivative instruments of approximately $35,000 for the six months ended April 30, 2016.

Distillers Grains

Revenue from distillers grains sales decreased by approximately 12.9% during the six months ended April 30, 2017, as compared to the six months ended April 30, 2016. This is primarily a result of lower dried and modified distillers grains prices and and a decrease in the overall amount of distillers grain sold for the six months ended April 30, 2017, as compared to the six months ended April 30, 2016. For the six months ended April 30, 2017, the average price per ton of dried distillers grains sold was approximately 11.5% lower than the average price we received during the six months ended April 30, 2016, due to lower corn prices and lower domestic and export demand. For the six months ended April 30, 2017, the average price per ton of modified distillers grains sold was approximately 8.3% lower than during the six months ended April 30, 2016, due to decreased demand in our local area.

The tons of dried distillers grains sold during the six months ended April 30, 2017, increased by approximately 4.2% as compared to the tons of dried distillers grains we sold for the six months ended April 30, 2016. However, the tons of modified distillers grains we sold during the six months ended April 30, 2017, decreased by approximately 26.4% as compared to the six months ended April 30, 2016. As a result, the overall amount of distillers grains sold decreased by approximately 5.3% due primarily to timing of distillers grains shipments. Management anticipates that the overall amount of distillers grains produced for the six months ended April 30, 2017, will remain relatively consistent in the future.

Corn Oil

Revenue from corn oil sales increased by approximately 17.3% during the six months ended April 30, 2017, as compared to the six months ended April 30, 2016. This is primarily a result of higher corn oil prices and an increase in pounds of corn oil sold during the six months ended April 30, 2017, as compared to the six months ended April 30, 2016. For the six months ended April 30, 2017, the average price per pound of corn oil we received was approximately 22.7% higher than during the six months ended April 30, 2016, due to increased demand from the corn oil feed market.

The pounds of corn oil sold during the six months ended April 30, 2017, decreased by approximately 1.9% as compared to the the six months ended April 30, 2016, due to problems with our corn oil equipment. Management anticipates that our corn oil production for the three months ended April 30, 2017, will return to previous levels now that the equipment has been repaired.

Cost of Goods Sold

Our two largest costs of production are corn (69.9% of cost of goods sold for the six months ended April 30, 2017) and natural gas (6.7% of cost of goods sold for the six months ended April 30, 2017). Our total cost of goods sold was approximately 4.1% less during the six months ended April 30, 2017, as compared to the six months ended April 30, 2016.

Corn

Our average price per bushel of corn for the six months ended April 30, 2017 decreased by approximately 7.5% per bushel, as compared to the six months ended April 30, 2016 due to a large corn crop harvested in the fall of 2016.

We used approximately 3.5% more bushels of corn in the six months ended April 30, 2017, as compared to the six months ended April 30, 2016, due to higher ethanol production.

For the six months ended April 30, 2017, we had gains related to corn derivative instruments of approximately $851,000. For the six months ended April 30, 2016, we had gains related to corn derivative instruments of approximately $111,000.

Natural Gas

Our average price per MMBTU of natural gas was approximately 7.8% lower for the six months ended April 30, 2017, as compared to the six months ended April 30, 2016. Natural gas prices were lower primarily due to our locking in prices for the majority of our natural gas requirements. Management anticipates that natural gas prices will continue at their current levels unless the natural gas industry experiences production problems or if there are large increases in natural gas demand.

For the six months ended April 30, 2017, we purchased approximately 7.1% more natural gas as compared to the six months ended April 30, 2016. This increase in natural gas usage is primarily due an increase in dried distillers grains production.

For the six months ended April 30, 2017, we had gains related to natural gas derivative instruments of approximately $12,000. For the six months ended April 30, 2016, we had losses related to natural gas derivative instruments of approximately $97,000.

Operating Expense

We had operating expenses for the six months ended April 30, 2017 of $1,478,062, as compared to operating expenses of $1,479,889 for the six months ended April 30, 2016. Management attributes this decrease in operating expenses primarily to a decrease in information technology expenses and membership dues for the six months ended April 30, 2017, as compared to the six months ended April 30, 2016. Management continues to pursue strategies to optimize efficiencies and maximize production. These efforts may result in a decrease in our operating expenses on a per gallon basis. However, because these expenses do not vary with the level of production at the plant, we expect our operating expenses to remain relatively steady.

Operating Profit

We had profit from operations for the six months ended April 30, 2017 of $3,305,205, which is approximately 6.51% of our revenues, compared to a loss of $2,161,398, which was approximately 4.57% of our revenues, for the six months ended April 30, 2016. This increase in our operating income is primarily due to an increase in the price we received for our ethanol relative to the price we paid for corn.

Other Income (Expense)

We had total other expense for the six months ended April 30, 2017 of $323,313, as compared to other expense of $80,010 for the six months ended April 30, 2016. Our other expense for the six months ended April 30, 2017, consisted primarily of interest expense offset by income from investments. This increase in other expense is primarily due to a decrease in patronage income and lower income from equity method investments in 2017.

Changes in Financial Condition for the Six Months Ended April 30, 2017

The following table highlights the changes in our financial condition for the six months ended April 30, 2017 from our previous fiscal year ended October 31, 2016:



	April 30, 2017 (unaudited)		October 31, 2016
Current Assets	$	12,212,846	$	13,826,657
Current Liabilities	6,488,900		7,194,407
Long-Term Debt	9,447,962		13,807,492

Current Assets

The decrease in current assets is primarily the result of decreases in cash and cash equivalents, derivative instruments and accounts receivable, which were offset partially by increases in inventories at April 30, 2017, as compared to October 31, 2016. We used cash to pay a distribution to our members in December 2016, to pay down long-term debt and for capital expenditures.

Current Liabilities

The decrease in current liabilities is due primarily to decreases in accounts payable, accrued expenses and current maturities of long-term debt at April 30, 2017, as compared to October 31, 2016.

Long-Term Debt

Long-term debt decreased at April 30, 2017, as compared to October 31, 2016, primarily due to scheduled and unscheduled principal repayments on our loans.

Liquidity and Capital Resources

Our primary sources of liquidity are our Term Revolving Loan and cash generated from operations. Based on financial forecasts prepared by our management, we anticipate that we will have sufficient cash on hand, cash from our current credit facilities, and cash from our operations to continue to operate the ethanol plant at capacity for the next 12 months. We do not currently anticipate seeking additional equity or debt financing in the near term. However, high corn prices significantly increase our cost of goods sold. If increases in cost of goods sold are not offset by corresponding increases in the prices we receive from the sale of our products, these increases in cost of goods sold can have a significant negative impact on our financial performance. If we experience unfavorable operating conditions in the ethanol industry that prevent us from profitably operating the ethanol plant, we could have difficulty maintaining our liquidity and we may have to secure additional debt or equity financing for working capital or other purposes. We do not currently anticipate that we will need to secure additional capital resources for any other significant purchases of property and equipment in the next 12 months.

The following table shows cash flows for the six months ended April 30, 2017 and 2016:



	2017			2016
	(unaudited)			(unaudited)
Net cash provided by operating activities	$	7,818,689		$	1,476,246
Net cash used in investing activities	(1,037,788		)	(3,319,064		)
Net cash used in financing activities	(7,070,400		)	(5,081,788		)

Cash Flow From Operations

We experienced an increase in our cash provided by operating activities for the six months ended April 30, 2017, as compared to the same period in 2016. This increase was primarily due to an increase in our net income for the six months ended April 30, 2017, as compared to the same period in 2016. During the six months ended April 30, 2017, our capital needs were being adequately met through cash from our operating activities and our cash on hand.

Cash Flow From Investing Activities

We used less cash in investing activities for the six month period ended April 30, 2017, as compared to the same period in 2016. This change was primarily due to a decrease in capital expenditures and partially offset by a decrease in cash distributions from an investment received during the six months ended April 30, 2017.

Cash Flow From Financing Activities

We used more cash for financing activities during the six months ended April 30, 2017, as compared to the same period in 2016. This increase was the result of increased payments on long-term debt which was partially offset by distributing less cash to our members during the six months ended April 30, 2017, as compared to the same period in 2016.

Short-Term and Long-Term Debt Sources

On January 22, 2016, we entered into a Second Amended and Restated Credit Agreement with AgStar Financial Services, PCA ("AgStar") which amended the Amended and Restated Credit Agreement dated September 22, 2014. In connection therewith, as of the same date, we executed Second Amended and Restated Term Notes, Second Amended and Restated Term Revolving Notes, an Amended and Restated Security Agreement and a Second Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Fixture Financing Statement. The Second Amended and Restated Credit Agreement decreases the Term Loan from $27,000,000 to $15,000,000, increases the Term Revolving Loan from $5,000,000 to $15,000,000 and eliminates the Revolving Line of Credit.

Term Loan

The Term Loan is for $15,000,000 with a variable interest rate that is equal to 30-day LIBOR rate plus 325 basis points with no minimum interest rate. The applicable interest rate at April 30, 2017 was 4.13%. Monthly principal payments are due on the Term Loan of approximately $250,000 plus accrued interest. Payments are based upon a five year amortization and the Term Loan is fully amortized. The outstanding balance on this note was $11,250,000 at April 30, 2017. We may convert the Term Loan to a fixed rate loan, subject to certain conditions as described in the Second Amended and Restated Credit Agreement and with the consent of AgStar.

Term Revolving Loan

The Term Revolving Loan is for up to $15,000,000 with a variable interest rate that is the 30-day LIBOR rate plus 325 basis points with no minimum interest rate. The applicable interest rate at April 30, 2017 was 4.13%. The availability under the Term Revolving Loan increases to $20,000,000 after the Term Loan is paid down to $10,000,000 so long as at least one or more of the participating banks agrees to raise its commitment. The Term Revolving Loan may be advanced, repaid and re-borrowed during the term. Monthly interest payments are due on the Term Revolving Loan with payment of all amounts outstanding due on January 22, 2023. The outstanding balance on this note was $1,000,000 at April 30, 2017. We also have $1,000,000 in letters of credit outstanding at April 30, 2017 which reduce the amount available under the Term Revolving Loan. We pay interest at a rate of 1.50% on amounts outstanding for the letters of credit. We are also required to pay unused commitment fees for the Term Revolving Loan as defined in the Second Amended and Restated Credit Agreement.

Covenants and other Miscellaneous Financing Agreement Terms

The loan facility with AgStar is secured by substantially all business assets. We executed a mortgage in favor of AgStar creating a first lien on our real estate and plant and a security interest in all personal property located on the premises and assigned in favor of AgStar, all rents and leases to our property, our marketing contracts, our risk management services contract, and our natural gas, electricity, water service and grain procurement agreements.

We are also subject to various financial and non-financial covenants that limit distributions and debt and require minimum debt service coverage, tangible net worth, and working capital requirements. Our debt service coverage ratio is no less than 1.25:1.00 measured annually by comparing our adjusted EBITDA to our scheduled payments of principal and interest. Our minimum working capital is $8,250,000, which is calculated as current assets plus the amount available for drawing under our Term Revolving Loan and undrawn amounts on outstanding letters of credit, less current liabilities, and is measured quarterly.

We are limited to annual capital expenditures of $5,000,000 without prior approval, incurring additional debt over certain amounts without prior approval, and making additional investments as described in the Amended and Restated Credit Agreement without prior approval of AgStar. We are allowed to make cash distributions to members as frequently as monthly in an amount equal to 75% of net income if working capital is greater than or equal to $8,250,000, or 100% of net income if working capital is greater than or equal to $11,000,000, or an unlimited amount if working capital is greater than or equal to $11,000,000 and the outstanding balance on the Term Loan is $0.

Presently, we are meeting our liquidity needs and complying with our financial covenants and the other terms of our loan agreements with AgStar. We will continue to work with AgStar to try to ensure that the terms of our loan agreements are met going forward. However, we cannot provide any assurance that our actions will result in sustained profitable operations or that we will not be in violation of our loan covenants or in default on our principal payments in the future. Should unfavorable market conditions result in our violation of the terms or covenants of our loan and we fail to obtain a waiver of any such term or covenant, AgStar could deem us in default of our loans and require us to immediately repay a significant portion or possibly the entire outstanding balance of our loans. In the event of a default, AgStar could also elect to proceed with a foreclosure action on our plant.

Capital Lease

We entered into a series of related definitive agreements dated September 26, 2013 with Butamax which include an Easement for Construction and Process Demonstration Agreement, an Equipment Lease Agreement, a Technology License Agreement, a Technology Demonstration Risk Reduction Agreement and a Security Agreement (collectively, the "Agreements") pursuant to which Butamax constructed, installed and leases its corn oil separation system and licenses to the Company its proprietary, patent-protected corn oil separation technology. Pursuant to the Agreements, we agreed to give Butamax access to our plant in order to construct, install, operate, test and commercially validate its corn oil separation system. Butamax retains ownership of the corn oil separation system and technology but leases it to the Company for a term of 120 months subject to Butamax's right to remove the system if we are in breach of the Agreements. The term of the lease may also be extended or terminated pursuant to the terms of the Agreements and we are responsible for repairs and maintenance of the system and bear the risk of loss. In return, we agree to payment of certain license fees which are subject to being reduced under the terms of the Agreements if the corn oil separation system does not meet certain performance goals. The Agreements provide that the corn oil separation system shall be conveyed to the Company at the end of the term so long as we are not in breach of the Agreements. We have granted a security interest to Butamax in the corn oil separation system to secure our obligations under the Agreements. Pursuant to the Agreements, we agreed, subject to certain obligations of confidentiality, to provide Butamax with Company information on a monthly basis including business and financial information and have granted Butamax the option to have a representative present in board and committee meetings as an observer. We also agreed to give Butamax notice in the event of an issuance or sale of membership interests or convertible debt instruments. If definitive agreements for biobutanol production are not executed, either the Company or Butamax may request that the corn oil separation system be removed and the license for the technology terminated. We recorded this as a capital lease in April, 2014. The total outstanding commitment under the lease as of April 30, 2017 is $138,214, not including imputed interest payments.

Butamax Letter of Intent

In November 2011, we signed a non-binding letter of intent with Butamax Advanced Biofuels, L.L.C. ("Butamax") for the purpose of exploring the possible implementation of biobutanol technology and commercial-scale production of biobutanol at our facility. We completed Phase 1 of the project in April 2014 with the installation of a corn oil separation system at our plant. However, Phase 2 of the project, the implementation of biobutanol technology, is dependent upon completion and execution of separate definitive agreements related to biobutanol production and negotiations related to Phase 2 of the project are currently on hold. We may never enter into those definitive agreements with Butamax and, therefore, may never convert our ethanol facility to a biobutanol facility.

Capital Expenditures

Critical Accounting Estimates

Management uses various estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Accounting estimates that are the most important to the presentation of our results of operations and financial condition, and which require the greatest use of judgment by management, are designated as our critical accounting estimates. We have the following critical accounting estimates:

Long-Lived Assets

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. 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. Given the significant assumptions required and the possibility that actual conditions will differ, we consider the assessment of carrying value of property and equipment to be a critical accounting estimate.

Inventory Valuation

We value our inventory at lower of cost or net realizable 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 corn costs and ethanol prices, break-even points for our plant and our risk management strategies in place through our 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 realizable value on inventory to be a critical accounting estimate.

Derivatives

We are exposed to market risks from changes in interest rates, corn, natural gas, and ethanol prices. We may seek to minimize these commodity price fluctuation risks through the use of derivative instruments. In the event we utilize derivative instruments, we will attempt to link these instruments to financing plans, sales plans, market developments, and pricing activities. Such instruments in and of themselves can result in additional costs due to unexpected directional price movements.

We have entered into corn commodity-based derivatives, natural gas derivatives and ethanol derivatives in order to protect cash flows from fluctuations caused by volatility in commodity prices. In practice, as markets move, we actively attempt to manage our risk and adjust hedging strategies as appropriate. We do not use hedge accounting which would match the gain or loss on our hedge positions to the specific commodity contracts being hedged. Instead, we use fair value accounting for our hedge positions, which means that as the current market price of our hedge position changes, the gains and losses are immediately recognized in our cost of goods sold. The immediate recognition of hedging gains and losses under fair value accounting can cause net income (loss) to be volatile from quarter to quarter due to the timing of the change in value of the derivative instruments relative to the cost and use of the commodity being hedged.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to the impact of market fluctuations associated with interest rates and commodity prices as discussed below. We have no exposure to foreign currency risk as all of our business is conducted in U.S. Dollars. We use derivative financial instruments as part of an overall strategy to manage market risk. We may use cash, futures and option contracts to hedge changes to the commodity prices of corn and natural gas. We do not enter into these derivative financial instruments for trading or speculative purposes, nor do we designate these contracts as hedges for accounting purposes.

Interest Rate Risk

We are exposed to market risk from changes in interest rates. Exposure to interest rate risk results primarily from our Term Loan and our Term Revolving Loan, each bearing a variable interest rate. As of April 30, 2017, we had $11,250,000 outstanding on the Term Loan and $1,000,000 outstanding on the Term Revolving Loan. Interest will accrue at the greater of the 30-day LIBOR rate plus 325 basis points. The applicable interest rate on these loans at April 30, 2017 was 4.13%. If we were to experience a 10% adverse change in LIBOR, the annual effect such change would have on our income statement, based on the amount we had outstanding on our Term Loan and Term Revolving Loan at April 30, 2017, would be approximately $50,000.

The specifics of each note are discussed in greater detail in “Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

Commodity Price Risk

We expect to be exposed to market risk from changes in commodity prices. Exposure to commodity price risk results from our dependence on corn and natural gas in the ethanol production process and the sale of ethanol and distillers grains. We may seek to minimize the risks from fluctuations in the prices of raw material inputs through the use of corn commodity-based and natural gas derivatives. These derivatives are not designated as effective hedges for accounting purposes. For derivative instruments that are not accounted for as hedges, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. Corn and natural gas derivative changes in fair market value are included in costs of goods sold.

As of April 30, 2017, the fair values of our commodity-based derivative instruments are a net liability of approximately $1,100,000. As the prices of the hedged commodity moves in reaction to market trends and information, our statement of operations will be affected depending on the impact such market movements have on the value of our derivative instruments. Depending on market movements, crop prospects and weather, these price protection positions may cause immediate adverse effects, but are expected to protect the Company over the term of the contracts for the hedged amounts.

In the ordinary course of business, we enter into forward contracts for our commodity purchases. At April 30, 2017, we have approximately 11,095,000 bushels of forward fixed basis corn purchase contracts and 1,881,000 bushels of forward fixed price corn purchase contracts valued at approximately $6,094,000. These purchase contracts are for various delivery periods through March 2018. At April 30, 2017, we have approximately 1,207,000 MMBTUs of forward natural gas fixed price purchase contracts valued at approximately $3,402,000 for delivery periods through March 2019. In addition, at April 30, 2017, we have approximately 220,000 gallons of forward fixed price denaturant purchase contracts valued at approximately $276,000 for delivery periods through June 2017.

In the ordinary course of business, we enter into forward contracts for our commodity sales. At April 30, 2017, we have approximately 9,975 tons of forward fixed price dried distillers grains sales contracts valued at approximately $1,012,000 for delivery periods through September 2017. At April 30, 2017, we have approximately 7,400 tons of forward fixed price modified distillers grains sales contracts valued at approximately $414,000 for delivery periods through October 2017. In addition, at April 30, 2017, we have approximately 145,000 pounds of forward fixed price corn oil sales contracts valued at approximately $41,000 for delivery periods through May 2017.

At April 30, 2017, we have open positions for 600,000 bushels of corn and 1,260,000 gallons of ethanol. These derivatives have not been designated as effective hedges for accounting purposes and are forecasted to settle within the next twelve months. We recorded gains due to changes in the fair value of our outstanding corn derivative positions for the three months ended April 30, 2017 of approximately $300,000. For the three months ended April 30, 2016, we recorded losses due to changes in the fair value of our outstanding corn derivative positions of approximately $47,000. For the three months ended April 30, 2017, we recorded gains due to changes in the fair value of our outstanding ethanol derivative positions of approximately $196,000. For the three months ended April 30, 2016, we recorded gains due to changes in the fair value of our outstanding ethanol derivative positions of approximately $6,000. For the three months ended April 30, 2017, we recorded gains due to the change in fair value of our outstanding natural gas derivative positions of approximately $15,000. For the fiscal year ended April 30, 2016, we recorded gains due to the change in fair value of our outstanding natural gas derivative positions of approximately $16,000.

As commodity prices move in reaction to market trends and information, our income statement will be affected depending on the impact such market movements have on the value of our derivative instruments. Depending on market movements, crop prospects and weather, these price protection positions may cause immediate adverse effects, but are expected to produce long-term positive growth for us.

A sensitivity analysis has been prepared to estimate our exposure to ethanol, distillers grains, corn and natural gas price risk. Market risk related to these factors is estimated as the potential change in income resulting from a hypothetical 10% adverse change in the average cost of our corn and natural gas prices and average ethanol and distillers grains prices as of April 30, 2017 net of the forward and future contracts used to hedge our market risk for corn and natural gas usage requirements. The volumes are based on our expected use and sale of these commodities for a one year period from April 30, 2017. The results of this analysis, which may differ from actual results, are approximately as follows:



	Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)	Unit of Measure	Hypothetical Adverse Change in Price as of April 30, 2017		Approximate Adverse Change to Income
Natural Gas	1,499,390	MMBTU	10	%		$	601,255
Ethanol	59,500,000	Gallons	10	%		$	8,389,500
Corn	20,517,241	Bushels	10	%		$	6,319,310
DDGs	141,312	Tons	10	%		$	1,413,120

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

Our management, including our Chief Executive Officer (the principal executive officer), Brian Kletscher, along with our Chief Financial Officer (the principal financial officer), Lucas Schneider, have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of April 30, 2017. Based on this review and evaluation, these officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission; and to ensure that the information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended April 30, 2017, which were identified in connection with management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

The following risk factors are provided due to material changes from the risk factors previously disclosed in our annual report on Form 10-K. The risk factors set forth below should be read in conjunction with the risk factors section and the Management's Discussion and Analysis section for the fiscal year ended October 31, 2016, included in our annual report on Form 10-K.

Distillers grains demand and prices may be negatively impacted by the imposition by the Chinese government of anti-dumping and countervailing duties. China is the world's largest importer of distillers grains produced in the United States. On January 12, 2016, the Chinese government announced the commencement of an anti-dumping and countervailing duty investigation related to distillers grains imported from the United States. In September of 2016, China issued a preliminary ruling imposing immediate anti-dumping and anti-subsidy duties on distillers grains that are produced in the United States. On January 10, 2017, China announced a final ruling imposing increased anti-dumping and anti-subsidy duties. The imposition of these duties are expected to remove the largest source of export demand for distillers grains which could significantly decrease demand and prices for distillers grains produced in the United States and negatively impact our ability to profitably operate the ethanol plant.

Ethanol demand and prices may be negatively impacted by the increase by the Chinese government of the tariff on ethanol. An increase of the tariff for 2017 to 30% on ethanol produced in the United States by the Chinese government is expected to have a negative effect on export demand to China and could significantly decrease the price of ethanol produced in the United States negatively impacting our ability to profitably operate the ethanol plant.

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

Issuer Purchases of Equity Securities

During the second quarter of our fiscal year ended October 31, 2017, we made the following repurchases of our membership units:

ISSUER PURCHASES OF EQUITY SECURITIES



Period	Total Number of Units Purchased	Average Price Paid per Unit $	Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Units that May Yet Be Purchased Under the Plans or Programs
February 1, 2017 - February 28, 2017	78	7,000	—	—
March 1, 2017 - March 31, 2017	—	—	—	—
April 1, 2017 - April 30, 2017	0.5	8,000	—	—
Total	78.5		—	—

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits.


(a)	The following exhibits are filed as part of this report.



Exhibit No.			Exhibit
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. Section 1350*
32.2			Certificate Pursuant to 18 U.S.C. Section 1350*
101			The following financial information from Highwater Ethanol, LLC's Quarterly Report on Form 10-Q for the quarter ended April 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets as of April 30, 2017 and October 31, 2016, (ii) Condensed Statements of Operations for the three and six months ended April 30, 2017 and 2016, (iii) Statements of Cash Flows for the six months ended April 30, 2017 and 2016, and (iv) the Notes to Condensed Financial Statements.**

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		HIGHWATER ETHANOL, LLC

Date:	June 8, 2017	/s/ Brian Kletscher
		Brian Kletscher
		Chief Executive Officer
		(Principal Executive Officer)

Date:	June 8, 2017	/s/ Lucas Schneider
		Lucas Schneider
		Chief Financial Officer
		(Principal Financial and Accounting Officer)