10-Q 1 sdsp10q.htm 10-Q SDSP 6.30.14 10Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2014
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                to
 
COMMISSION FILE NO. 000-50253
 
South Dakota Soybean Processors, LLC
(Exact name of registrant as specified in its charter)
 
South Dakota
 
46-0462968
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
 
 
 
100 Caspian Avenue; PO Box 500
Volga, South Dakota
 
57071
(Address of Principal Executive Offices
 
(Zip Code)

(605) 627-9240
(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.
Yes   x     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        ¨    No
 
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
¨     Large Accelerated Filer
¨     Accelerated Filer
¨     Non-Accelerated Filer
x    Smaller Reporting Company
 
 
(do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 
¨    Yes       x    No
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.     Yes   ¨  No   ¨
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: On August 12, 2014, the registrant had 30,419,000 capital units outstanding.



Table of Contents  
 
 


2


PART I – FINANCIAL INFORMATION

Item 1.    Financial Statements

South Dakota Soybean Processors, LLC
Condensed Consolidated Financial Statements
June 30, 2014 and 2013

3


South Dakota Soybean Processors, LLC
Condensed Consolidated Balance Sheets
 
 
June 30, 2014
 
December 31, 2013
 
(Unaudited)
 
Assets
 

 
 

Current assets
 

 
 

Cash and cash equivalents
$
50

 
$
50

Trade accounts receivable
23,205,601

 
30,928,277

Inventories
48,467,712

 
64,798,457

Margin deposits
4,473,019

 
1,687,180

Assets of discontinued division
155,121

 
155,421

Prepaid expenses
1,055,093

 
1,531,877

Total current assets
77,356,596

 
99,101,262

 
 
 
 
Property and equipment
69,571,845

 
67,753,029

Less accumulated depreciation
(38,978,540
)
 
(37,914,238
)
Total property and equipment, net
30,593,305

 
29,838,791

 
 
 
 
Other assets
 

 
 

Investments in cooperatives
6,836,461

 
6,064,481

Notes receivable - members
—

 
145,707

Other intangible assets, net
5,312

 
6,278

Total other assets
6,841,773

 
6,216,466

 
 
 
 
Total assets
$
114,791,674

 
$
135,156,519

 
 
 
 
Liabilities and Members' Equity
 

 
 

Current liabilities
 

 
 

Excess of outstanding checks over bank balance
$
3,064,879

 
$
12,369,865

Current maturities of long-term debt
2,657,246

 
51,359

Note payable - seasonal loan
3,424,189

 
—

Accounts payable
1,300,907

 
1,929,317

Member distributions payable
—

 
11,000,000

Accrued commodity purchases
40,030,081

 
54,673,312

Accrued expenses
2,064,002

 
3,313,309

Accrued interest
371,168

 
327,427

Deferred liabilities - current
1,144,344

 
858,468

Total current liabilities
54,056,816

 
84,523,057

 
 
 
 
Long-term liabilities
 

 
 

Long-term debt, less current maturities
8,544,478

 
4,036,356

Deferred liabilities, less current maturities
59,363

 
55,435

Total long-term liabilities
8,603,841

 
4,091,791

 
 
 
 
Commitments and contingencies


 


 
 
 
 
Members' equity
 

 
 

Class A Units, no par value, 30,419,000 units issued and
    outstanding at June 30, 2014 and December 31, 2013
52,131,017

 
46,541,671

 
 
 
 
Total liabilities and members' equity
$
114,791,674

 
$
135,156,519


The accompanying notes are an integral part of these condensed consolidated financial statements.

4


South Dakota Soybean Processors, LLC
Condensed Consolidated Statements of Operations (Unaudited)
For the Three and Six-Month Periods Ended June 30, 2014 and 2013
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
Net revenues
$
113,826,942

 
$
104,540,104

 
$
215,097,770

 
$
215,060,136

 
 
 
 
 
 
 
 
Cost of revenues:
 
 
 
 
 

 
 

Cost of product sold
98,365,516

 
91,001,460

 
184,698,697

 
183,188,298

Production
5,270,872

 
4,708,570

 
10,556,343

 
9,062,330

Freight and rail
6,396,848

 
6,551,271

 
13,098,202

 
13,640,165

Brokerage fees
161,111

 
160,229

 
299,576

 
315,048

Total cost of revenues
110,194,347

 
102,421,530

 
208,652,818

 
206,205,841

 
 
 
 
 
 
 
 
Gross profit
3,632,595

 
2,118,574

 
6,444,952

 
8,854,295

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 

 
 

Administration
626,986

 
568,364

 
2,784,454

 
1,329,334

 
 
 
 
 
 
 
 
Operating income
3,005,609

 
1,550,210

 
3,660,498

 
7,524,961

 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 

 
 

Interest expense
(303,983
)
 
(429,941
)
 
(607,679
)
 
(930,054
)
Other non-operating income
504,192

 
357,426

 
1,020,365

 
698,018

Patronage dividend income
—

 
—

 
1,518,032

 
1,074,734

Total other income (expense)
200,209

 
(72,515
)
 
1,930,718

 
842,698

 
 
 
 
 
 
 
 
Income from continuing operations before income taxes
3,205,818

 
1,477,695

 
5,591,216

 
8,367,659

 
 
 
 
 
 
 
 
Income tax expense
(1,870
)
 
—

 
(1,870
)
 
(1,000
)
 
 
 
 
 
 
 
 
Income from continuing operations
3,203,948

 
1,477,695

 
5,589,346

 
8,366,659

 
 
 
 
 
 
 
 
Gain (loss) from discontinued operations
—

 
7,500

 
—

 
(1,228
)
 
 
 
 
 
 
 
 
Net income
$
3,203,948

 
$
1,485,195

 
$
5,589,346

 
$
8,365,431

 
 
 
 
 
 
 
 
Basic and diluted earnings per capital unit:
 
 
 
 
 

 
 

Income from continuing operations
$
0.11

 
$
0.05

 
$
0.18

 
$
0.28

Loss from discontinued operations
—

 
—

 
—

 
—

Net income
$
0.11

 
$
0.05

 
$
0.18

 
$
0.28

 
 
 
 
 
 
 
 
Weighted average number of capital units outstanding for calculation of basic and diluted earnings per capital unit
30,419,000

 
30,419,000

 
30,419,000

 
30,419,000


The accompanying notes are an integral part of these condensed consolidated financial statements.

5


South Dakota Soybean Processors, LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2014 and 2013
 
 
2014
 
2013
Operating activities
 

 
 

Net income
$
5,589,346

 
$
8,365,431

Loss from discontinued operations
—

 
1,228

Income from continued operations
5,589,346

 
8,366,659

Charges and credits to net income from continuing operations not affecting cash:
 

 
 

Depreciation and amortization
1,067,125

 
954,454

Gain on sales of property and equipment
—

 
6,190

Non-cash patronage dividends
(896,799
)
 
(591,099
)
Change in current assets and liabilities
5,556,963

 
(28,947,555
)
Net cash from (used for) operating activities of continuing operations
11,316,635

 
(20,211,351
)
Net cash from operating activities of discontinued operations
300

 
1,563

Net cash from (used for) operating activities
11,316,935

 
(20,209,788
)
 
 
 
 
Investing activities
 

 
 

Retirement of patronage dividends
124,819

 
2,724,450

Decrease in member loans
145,707

 
1,349

Purchase of property and equipment
(1,820,673
)
 
(2,867,242
)
Net cash used for investing activities
(1,550,147
)
 
(141,443
)
 
 
 
 
Financing activities
 

 
 

Change in excess of outstanding checks over bank balances
(9,304,986
)
 
5,133,262

Net proceeds (payments) from seasonal borrowings
3,424,189

 
21,298,991

Distributions to members
(11,000,000
)
 
(5,076,105
)
Decrease in subscriptions receivable
—

 
2,259

Proceeds from long-term debt
14,726,031

 
—

Principal payments on long-term debt
(7,612,022
)
 
(1,300,000
)
Net cash from (used for) financing activities
(9,766,788
)
 
20,058,407

 
 
 
 
Net change in cash and cash equivalents
—

 
(292,824
)
 
 
 
 
Cash and cash equivalents, beginning of period
50

 
292,874

 
 
 
 
Cash and cash equivalents, end of period
$
50

 
$
50

 
 
 
 
Supplemental disclosures of cash flow information
 

 
 

Cash paid during the period for:
 

 
 

Interest
$
563,938

 
$
979,310

 
 
 
 
Income taxes
$
10,730

 
$
1,000


The accompanying notes are an integral part of these condensed consolidated financial statements. 

6
South Dakota Soybean Processors, LLC
Notes to Condensed Consolidated Financial Statements
 


Note 1 -         Principal Activity and Significant Accounting Policies
 
The unaudited condensed consolidated financial statements contained herein have been prepared pursuant to the rules and regulations of the Securities Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although South Dakota Soybean Processors, LLC (the “Company”, “LLC”, “we”, “our”, or “us”) believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. The results of operations and cash flows for interim periods are not necessarily indicative of results for a full year due in part to the seasonal nature of some of the Company’s businesses. The consolidated balance sheet data as of December 31, 2013 has been derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The condensed consolidated financial statements include the accounts of the Company and Urethane Soy Systems Company (USSC), which was the Company’s wholly-owned subsidiary. The effects of all intercompany accounts and transactions have been eliminated. During 2011, the Company determined to discontinue operations of its polyurethane segment, including USSC, and put the assets and business up for sale. For all periods presented, amounts associated with the polyurethane segment have been classified as discontinued operations on the accompanying condensed consolidated financial statements.

On October 16, 2012, USSC’s Board of Directors and the Company’s Board of Managers approved the legal dissolution of USSC, and on December 7, 2012, USSC was formally dissolved as a corporation.

These statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2013, included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 21, 2014.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized when the title to the related products is transferred to the customer. When a sales contract has delivery terms of ‘FOB Shipping Point’, revenue is recognized when the products are shipped. For those sales contracts with delivery terms of ‘FOB Destination’, revenue is not recognized until the products are delivered to the agreed-upon location. Revenues are presented net of discounts and sales allowances.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a material impact on the Company’s financial condition or results of operations.

Note 2 -         Accounts Receivable
 
Accounts receivable are considered past due when payments are not received on a timely basis in accordance with the Company’s credit terms, which is generally 30 days from invoice date. Accounts considered uncollectible are written off. The Company’s estimate of the allowance for doubtful accounts is based on historical experience, its evaluation of the current status of receivables, and unusual circumstances, if any.
 

7
South Dakota Soybean Processors, LLC
Notes to Condensed Consolidated Financial Statements
 

The following table presents the aging analysis of trade receivables as of June 30, 2014 and December 31, 2013:
 
June 30,
2014
 
December 31,
2013
Past due:
 

 
 

Less than 30 days past due
$
3,036,964

 
$
3,344,540

31-90 days past due
26,937

 
571,697

Greater than 90 days past due
7

 
—

Total past due
3,063,908

 
3,916,237

Current
20,141,693

 
27,012,040

 
 
 
 
Totals
$
23,205,601

 
$
30,928,277

 
The following table provides information regarding the Company’s allowance for doubtful accounts receivable of continued operations as of June 30, 2014 and December 31, 2013:
 
June 30,
2014
 
December 31,
2013
 
 
 
 
Balances, beginning of period
$
—

 
$
—

Amounts charged (credited) to costs and expenses
1,516,052

 
20,487

Additions (deductions)
(1,516,052
)
 
(20,487
)
 
 
 
 
Balances, end of period
$
—

 
$
—

 
In general, cash is applied to the oldest outstanding invoice first, unless payment is for a specified invoice.  The Company, on a case by case basis, may charge a late fee of 1 ½% per month on past due receivables.

Note 3 -           Inventories
 
The Company’s inventories of continued operations consist of the following at June 30, 2014 and December 31, 2013:
 
June 30,
2014
 
December 31,
2013
Finished goods
$
31,626,724

 
$
16,690,431

Raw materials
16,535,608

 
47,890,986

Supplies & miscellaneous
305,380

 
217,040

 
 
 
 
Totals
$
48,467,712

 
$
64,798,457


Finished goods and raw materials are valued at estimated market value, which approximates net realizable value. In addition, futures and option contracts are marked to market through cost of revenues, with unrealized gains and losses recorded in the above inventory amounts. Supplies and other inventories are stated at the lower of cost, determined by the first-in, first-out method, or market.

8
South Dakota Soybean Processors, LLC
Notes to Condensed Consolidated Financial Statements
 


Note 4 -         Investments in Cooperatives
 
The Company’s investments in cooperatives consist of the following at June 30, 2014 and December 31, 2013:
 
June 30,
2014
 
December 31,
2013
Minnesota Soybean Processors:
 

 
 

Common stock and Class A Preferred Shares
$
4,785,158

 
$
3,964,728

Class B Preferred Shares, 8% non-cumulative, convertible
575,000

 
575,000

CoBank
1,476,303

 
1,399,934

CHS (formerly Cenex Harvest States)
—

 
124,819

 
 
 
 
Totals
$
6,836,461

 
$
6,064,481


Note 5 -         Property and Equipment

The following is a summary of the Company's property and equipment at June 30, 2014 and December 31, 2013:
 
2014

2013
 
Cost
 
Accumulated Depreciation
 
Net
 
Net
Land
$
443,816

 
$
—

 
$
443,816

 
$
443,816

Land improvements
585,678

 
(135,498
)
 
450,180

 
468,734

Buildings and improvements
16,608,818

 
(6,832,185
)
 
9,776,633

 
9,925,143

Machinery and equipment
48,316,978

 
(31,259,873
)
 
17,057,105

 
17,684,485

Company vehicles
74,895

 
(25,332
)
 
49,563

 
55,793

Furniture and fixtures
1,117,021

 
(725,652
)
 
391,369

 
436,172

Construction in progress
2,424,639

 
—

 
2,424,639

 
824,648

 
 
 
 
 
 
 
 
Totals
$
69,571,845

 
$
(38,978,540
)
 
$
30,593,305

 
$
29,838,791

 
Depreciation of property and equipment of continued operations amounts to $1,066,159 and $954,454 for the six months ended June 30, 2014 and 2013, respectively.

Note 6 -         Note Payable – Seasonal Loan
 
The Company has entered into a revolving credit agreement with CoBank. Prior to the amendment described in Note 13, the Company could borrow up to $50 million under this agreement until it matured on August 1, 2014, to finance inventory and accounts receivable. Interest accrues at a variable rate (2.91% at June 30, 2014). Advances on the revolving credit agreement are secured and limited to qualifying inventory and accounts receivable, net of any accrued commodity purchases. There were advances outstanding of $3,424,189 and $0 at June 30, 2014 and December 31, 2013, respectively. The remaining available funds to borrow under the terms of the revolving credit agreement are $46.6 million as of June 30, 2014.

9
South Dakota Soybean Processors, LLC
Notes to Condensed Consolidated Financial Statements
 


Note 7 -         Long-Term Debt

The following is a summary of the Company's long-term debt at June 30, 2014 and December 31, 2013:
 
June 30,
2014
 
December 31,
2013
Revolving term loan from CoBank, interest at variable rates
    (3.16% and 3.18% at June 30, 2014 and December 31, 2013,
    respectively), secured by substantially all property and
    equipment. Loan matures March 20, 2018.
$
10,300,000

 
$
3,123,645

Note payable to Brookings Regional Railroad Authority, due in
    annual principal and interest installments of $75,500, interest
    rate at 2.00%, secured by railroad track assets. Note matures
     June 1, 2020.
901,724

 
964,070

 
11,201,724

 
4,087,715

Less current maturities
(2,657,246
)
 
(51,359
)
 
 
 
 
Totals
$
8,544,478

 
$
4,036,356


The Company entered into an agreement as of March 21, 2013 with CoBank to amend and restate its Master Loan Agreement (MLA), which includes both the revolving term loan and the seasonal loan. Under the terms and conditions of the MLA, CoBank agreed to make advances to the Company for up to $12,900,000 on the revolving term loan. The available commitment decreases in scheduled periodic increments of $1,300,000 every six months starting September 20, 2013 until maturity on March 20, 2018. The principal balance outstanding on the revolving term loan was $10,300,000 and $3,123,645 as of June 30, 2014 and December 31, 2013, respectively. The remaining commitments available to borrow on the revolving term loan are approximately $0.0 million as of June 30, 2014.

Under this agreement, the Company is subject to compliance with standard financial covenants and the maintenance of certain financial ratios. The Company was in compliance with all covenants and conditions with CoBank as of June 30, 2014.

Effective March 1, 2013, the State of South Dakota Department of Transportation agreed to loan the Brookings County Regional Railway Authority $964,070 for purposes of making improvements to the railway infrastructure near the Company’s soybean processing facility in Volga, South Dakota. In consideration of this secured loan, the Company agreed to provide a guarantee to the State of South Dakota Department of Transportation for the full amount of the loan, plus interest. This guaranty was converted into a direct obligation of the Company’s on October 16, 2013, when the Company received the entire loan proceeds and assumed responsibility for paying the annual principal and interest payments.

The minimum principal payments on long-term debt obligations are as follows as of June 30, 2014:
For the twelve-month periods ending June 30:
 

2015
$
2,657,246

2016
2,658,344

2017
2,659,558

2018
2,560,749

2019
665,827

Thereafter
—

 
 

Total
$
11,201,724


Note 8 -        Member Distribution

On February 4, 2014, the Company’s Board of Managers approved a cash distribution of approximately $11.0 million, or 36.2¢ per capital unit. The distribution was paid in accordance with the Company’s operating agreement and distribution policy on February 6, 2014.

10
South Dakota Soybean Processors, LLC
Notes to Condensed Consolidated Financial Statements
 


Prior to June 2014, the Company had been accruing member distributions payable due a provision in the Company's Operating Agreement requiring a minimum distribution of thirty percent (30%) of the previous year's net income. At the Company's Annual Meeting of Members held on June 17, 2014, the members approved a resolution eliminating the minimum distribution; therefore, the Company immediately ceased accruing any liability for member distributions. At June 30, 2014 and December 31, 2013, the Company had member distributions payable of $0 and $11,000,000, respectively.

Note 9 -         Derivative Instruments and Hedging Activities

In the ordinary course of business, the Company enters into contractual arrangements as a means of managing exposure to changes in commodity prices. The Company’s derivative instruments primarily consist of commodity futures, options and forward contracts. Although these contracts may be effective economic hedges of specified risks, they are not designated as, nor accounted for, as hedging instruments. These contracts are recorded in inventory on the Company’s consolidated balance sheets at fair value as discussed in Note 10, Fair Value of Financial Instruments.
 
As of June 30, 2014 and December 31, 2013, the value of the Company’s open futures, options and forward contracts was approximately $(1,125,889) and $1,095,316, respectively.
 
 
 
As of June 30, 2014
 
Balance Sheet Classification
 
Asset Derivatives
 
Liability Derivatives
Derivatives not designated as hedging instruments:
 
 
 

 
 

Commodity contracts
Current Assets
 
$
6,918,162

 
$
8,033,677

Foreign exchange contracts
Current Assets
 
8,006

 
18,380

 
 
 
 
 
 
Totals
 
 
$
6,926,168

 
$
8,052,057

 
 
 
As of December 31, 2013
 
Balance Sheet Classification
 
Asset Derivatives
 
Liability Derivatives
Derivatives not designated as hedging instruments:
 
 
 

 
 

Commodity contracts
Current Assets
 
$
5,091,939

 
$
3,992,371

Foreign exchange contracts
Current Assets
 
10

 
4,262

 
 
 
 
 
 
Totals
 
 
$
5,091,949

 
$
3,996,633

  
During the three and six-month periods ended June 30, 2014 and 2013, net realized and unrealized gains (losses) on derivative transactions were recognized in the consolidated statement of operations as follows:
 
Net Gain (Loss Recognized on Derivative Activities for the
 
Net Gain (Loss) Recognized 
on Derivative Activities for the
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Derivatives not designated as hedging instruments:
 
 
 
 
 

 
 

Commodity contracts
$
(485,725
)
 
$
(1,930,762
)
 
$
(4,139,088
)
 
$
(86,536
)
Foreign exchange contracts
(17,313
)
 
1,708

 
(7,467
)
 
885

 
 
 
 
 
 
 
 
Totals
$
(503,038
)
 
$
(1,929,054
)
 
$
(4,146,555
)
 
$
(85,651
)
 
The Company recorded gains (losses) of $(4,146,555) and $(85,651) in cost of goods sold related to its commodity derivative instruments for the six-month periods ended June 30, 2014 and 2013, respectively.



11
South Dakota Soybean Processors, LLC
Notes to Condensed Consolidated Financial Statements
 

Note 10 -       Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, this guidance establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. The three levels of hierarchy and examples are as follows:

•
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange and commodity derivative contracts listed on the Chicago Board of Trade (“CBOT”).
•
Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs, such as commodity prices using forward future prices.
•
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

The following tables set forth financial assets and liabilities measured at fair value in the condensed consolidated balance sheets and the respective levels to which fair value measurements are classified within the fair value hierarchy as of June 30, 2014 and December 31, 2013:
 
Fair Value as of June 30, 2014
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial assets:
 

 
 

 
 

 
 

Inventory
$
(1,115,515
)
 
$
48,944,097

 
$
—

 
$
47,828,582

Margin deposits
$
4,473,019

 
$
—

 
$
—

 
$
4,473,019

Assets of discontinued division
$
—

 
$
—

 
$
155,121

 
$
155,121

 
Fair Value as of December 31, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial assets:
 

 
 

 
 

 
 

Inventory
$
1,099,567

 
$
63,068,391

 
$
—

 
$
64,167,958

Margin deposits
$
1,687,180

 
$
—

 
$
—

 
$
1,687,180

Assets of discontinued division
$
—

 
$
—

 
$
155,421

 
$
155,421


The Company considers the carrying amount of significant classes of financial instruments on the balance sheets, including cash, accounts receivable, prepaid expenses, notes receivable, accounts payable, and accrued liabilities, to be reasonable estimates of fair value due to their length or maturity. The fair value of the Company’s long-term debt approximates the carrying value. The interest rates on the long-term debt are similar to rates the Company would be able to obtain currently in the market.

The Company enters into various commodity derivative instruments, including futures, options, swaps and other agreements. The fair value of the Company’s commodity derivatives is determined using unadjusted quoted prices for identical instruments on the CBOT. The Company estimates the fair market value of their finished goods and raw materials inventories using the market price quotations of similar forward future contracts listed on the CBOT and adjusts for the local market adjustments derived from other grain terminals in our area.

The assets of discontinued division represent a nonrecurring level 3 fair value measurement. The fair value measurements were based on managements’ best estimate of fair market value, which includes comparisons to similar assets within the industry.


12
South Dakota Soybean Processors, LLC
Notes to Condensed Consolidated Financial Statements
 

The Company has patronage investments in other cooperatives and common stock in a privately held entity. There is no market for their patronage credits or the entity’s common shares, and it is impracticable to estimate fair value of the Company’s investments. These investments are carried on the balance sheet at original cost plus the amount of patronage earnings allocated to the Company, less any cash distributions received.

The following table presents the changes in Level 3 instruments measured on a recurring basis as of June 30, 2014 and December 31, 2013:
 
2014
 
2013
Beginning balance
$
155,421

 
$
216,105

Purchases
—

 
—

Sales
—

 
(57,894
)
Settlements
(300
)
 
(21,577
)
Net gains (losses) included in earnings
—

 
18,787

 
 
 
 
Ending balance
$
155,121

 
$
155,421


Note 11 -       Business Segment Information

The Company organizes its business units into two reportable segments: soybean processing and polyurethane. Separate management of each segment is required because each segment is subject to different marketing, production, and technology strategies. The soybean processing segment purchases soybeans and processes them in primarily three products: soybean meal, oil and hulls. The polyurethane segment, which was classified as a discontinued operation in 2011, manufactured a soy-based polyol called Soyol® and its resin systems and sold them to the polyurethane industry. The segments’ accounting policies are the same as those described in the summary of significant accounting policies. Market prices are used to report intersegment sales.

Segment information for the three and six-month periods ended June 30, 2014 and 2013 are as follows:
 
Soybean
Processing
 
Polyurethane
 
Total
For the three months ended June 30, 2014:
 
 
 
 
 
Sales to external customers
$
113,826,942

 
$
—

 
$
113,826,942

Intersegment sales
—

 
—

 
—

Depreciation and amortization
523,530

 
—

 
523,530

Interest expense
303,983

 
—

 
303,983

Segment profit (loss)
3,203,948

 
—

 
3,203,948

Expenditures for segment assets
1,364,672

 
—

 
1,364,672

 
 
 
 
 
 
For the three months ended June 30, 2013:
 
 
 
 
 
Sales to external customers
$
104,540,104

 
$
—

 
$
104,540,104

Intersegment sales
—

 
—

 
—

Depreciation and amortization
478,911

 
—

 
478,911

Interest expense
429,941

 
—

 
429,941

Segment profit (loss)
1,477,695

 
7,500

 
1,485,195

Expenditures for segment assets
2,336,123

 
—

 
2,336,123


13
South Dakota Soybean Processors, LLC
Notes to Condensed Consolidated Financial Statements
 

 
Soybean Processing
 
Polyurethane
 
Total
For the six months ended June 30, 2014:
 

 
 

 
 

Sales to external customers
$
215,097,770

 
$
—

 
$
215,097,770

Intersegment sales
—

 
—

 
—

Depreciation and amortization
1,067,125

 
—

 
1,067,125

Interest expense
607,679

 
—

 
607,679

Segment income (loss)
5,589,346

 
—

 
5,589,346

Expenditures for segment assets
1,820,673

 
—

 
1,820,673

 
 
 
 
 
 
For the six months ended June 30, 2013:
 

 
 

 
 
Sales to external customers
$
215,060,136

 
$
—

 
$
215,060,136

Intersegment sales
—

 
—

 
—

Depreciation and amortization
954,454

 
—

 
954,454

Interest expense
930,054

 
—

 
930,054

Segment income (loss)
8,366,659

 
(1,228
)
 
8,365,431

Expenditures for segment assets
2,867,242

 
—

 
2,867,242


Note 12 -       Commitments

As of June 30, 2014, the Company had unpaid commitments of approximately $68,000 for construction and acquisition of property and equipment, all of which expected to be incurred by December 2014.

Note 13 -       Subsequent Event

Except for the event listed below, we evaluated all of our activity and concluded that no subsequent events have occurred that would require recognition in our financial statements or disclosed in the notes to our financial statements.

On August 5, 2014, the Company entered into an amendment of the Master Loan Agreement with CoBank, the terms of which affect the seasonal loan, revolving long-term loan, and covenants. Under the seasonal loan, the maximum amount the Company may borrow is decreased from $50 million to $40 million until it matures on August 1, 2015. In addition, the amount the Company may distribute to members without the prior written consent of CoBank is increased from 50% to 75% of consolidated net income of the prior fiscal year. All other material items and conditions under the Master Loan Agreement and subsequent amendments remain the same following this amendment.

14


Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Forward-Looking Statements

The information in this quarterly report on Form 10-Q for the three-month and six-month periods ended June 30, 2014, (including reports filed with the Securities and Exchange Commission (the “SEC” or “Commission”), contains “forward-looking statements” that deal with future results, expectations, plans and performance, and should be read in conjunction with the consolidated financial statements and Annual Report on Form 10-K for the year ended December 31, 2013. Forward-looking statements may include statements which use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “predict,” “hope,” “will,” “should,” “could,” “may,” “future,” “potential,” or the negatives of these words, and all similar expressions. Forward-looking statements involve numerous assumptions, risks and uncertainties. Actual results or actual business or other conditions may differ materially from those contemplated by any forward-looking statements. Factors that could cause actual results to differ materially from the forward-looking statements are identified in our Form 10-K for the year ended December 31, 2013.

We are not under any duty to update the forward-looking statements contained in this report, nor do we guarantee future results or performance or what future business conditions will be like. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report.
 
Executive Overview and Summary

It is not unusual for the markets to experience volatile price action in the spring and summer months; and 2014 has certainly been no exception. What has been unusual this year is the dramatic nature of the price movements. Since early 2013, when the USDA began releasing its major crop reports during the market session rather than before markets opened, the markets have reacted in a knee-jerk fashion. This reaction has created challenges for us on the soybean procurement side as well as opportunities on the sale of our meal and oil. Overall, we have been able to deal effectively with these movements and operate with a decent margin.
Demand for products remain strong
Soybean meal demand continues to be strong, bolstered by a number of factors. Processors, especially in the eastern belt, are operating under capacity due to a shortage of beans. At the same time, exports of both old crop meal and new crop orders of meal are very strong. Likewise, domestic demand is strong, driven by the high prices of poultry, hog and dairy.
Similar conditions are present on the soybean oil side. The reduced soybean crush in the eastern belt has helped keep oil basis levels strong. Even though biodiesel demand is a bit lower than last year, it is starting to improve - this uptick is expected to continue into the fourth quarter. The biodiesel sector has been impacted by uncertainty over the Renewable Fuel Standard, which has kept the market somewhat suppressed. While that issue has yet to be resolved, demand is beginning to build as refineries prepare for some level of renewable fuel mandate yet to be determined. On the food soybean oil side, there has been a slight increase in demand, most likely due to lower product prices and general belief that the restaurant industry is rebounding due to an improving economy.
In terms of soybean supply, we still have a fair amount of beans to purchase, but feel pretty confident that we will have adequate supply to make it to new crop. At this time, the soybean crop in our area looks good, and we expect to see a nice growth in production.
Rail car access a concern
Beyond bean supply, rail logistics is a very large concern right now. A clogged rail system - not just locally but throughout the U.S./Canadian network - began last winter and continues to create a shortage of rail cars. These problems are causing delays in transit times both in shipping products to our customers and having the empty cars returned to our facility. There has been some slight improvement recently but not enough to alleviated concerns. Unless the problems are further alleviated before the fall harvest, it could have an adverse effect on sales.


15


RESULTS OF OPERATIONS

Comparison of the three months ended June 30, 2014 and 2013
 
Quarter Ended June 30, 2014
 
Quarter Ended June 30, 2013
 
$
 
% of Revenue
 
$
 
% of Revenue
Revenue
$
113,826,942

 
100.0

 
$
104,540,104

 
100.0

Cost of revenues
(110,194,347
)
 
(96.8
)
 
(102,421,530
)
 
(98.0
)
Operating expenses
(626,986
)
 
(0.6
)
 
(568,364
)
 
(0.5
)
Other income (expense)
200,209

 
0.2

 
(72,515
)
 
(0.1
)
Income tax expense
(1,870
)
 
—

 
—

 
—

Income from continuing operations
3,203,948

 
2.8

 
1,477,695

 
1.4

Income (loss) from discontinued operations
—

 
—

 
7,500

 
—

 
 
 
 
 
 
 
 
Net income
$
3,203,948

 
2.8

 
$
1,485,195

 
1.4

 
Revenue – Consolidated revenue increased $9.3 million, or 8.9%, for the three-month period ended June 30, 2014, compared to the same period in 2013. The increase in revenues is primarily due to increases in the average sales price and volume of soybean meal. The increase in the average sales price and sales volume of soybean meal is primarily due to an increase in demand for soybean meal in the U.S. and internationally stemming from perceptions of tight carry-outs and improved livestock margins. In addition, during the three-month period ended June 30, 2014, we processed approximately 3.9% in additional soybeans than during the same period in 2013, which increased the amount of soybean meal available for sale.

Gross Profit/Loss – Gross profit increased $1.5 million, or 71.5%, for the three-month period ended June 30, 2014, compared to the same period in 2013. The increase is due to an increase in demand for soybean meal in the U.S. and internationally. The increase in gross profit is partially offset by an increase in the moisture content of soybeans purchased and an increase in production costs. The locally-grown beans we received and processed in the first quarter of 2014 contained more moisture than in the same period of 2013, resulting in lower than historical production yields. In addition, production expenses increased $562,000, or 11.9%, due primarily to an increase in natural gas costs. Cold temperatures throughout the U.S. caused natural gas prices to rise significantly in 2014. With the higher moisture content in soybeans, it required us to spend more on natural gas to dry the soybeans processed.

Operating Expenses – Consolidated administrative expenses, including all selling, general and administrative expenses, increased $59,000, or 10.3%, for the three-month period ended June 30, 2014, compared to the same period in 2013. The increase is largely due to an increase in personnel costs.

Interest Expense – Interest expense decreased $126,000, or 29.3%, during the three-month period ended June 30, 2014, compared to the same period in 2013. The decrease in interest expense is due primarily to decreased debt levels, which resulted from reductions of inventory quantities and commodity prices. The average debt level during the three-month period ended June 30, 2014 was approximately $23.4 million, compared to $44.3 million for the same period in 2013.

Other Non-Operating Income – Other non-operating income, including patronage dividend income, increased $147,000, or 41.1%, during the three-month period ended June 30, 2014, compared to the same period in 2013. The increase is primarily due an increase in oil storage income arising from our issuance of warehouse receipts on CBOT soybean oil contracts. We stored more oil on CBOT oil contracts in the three-month period ended June 30, 2014, compared to the same period in 2013, thus increasing oil storage income in the second quarter of 2014.

Net Income/Loss – During the three-month period ended June 30, 2014, we generated a net income of $3.2 million, compared to $1.5 million for the same period in 2013. The $1.7 million increase in net income is primarily attributable to an increase in gross profit associated with increased soybean meal demand, increased non-operating income, and decreased interest expenses.




16


Comparison of the six months ended June 30, 2014 and 2013
 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
$
 
% of Revenue
 
$
 
% of Revenue
Revenue
$
215,097,770

 
100.0

 
$
215,060,136

 
100.0

Cost of revenues
(208,652,818
)
 
(97.0
)
 
(206,205,841
)
 
(95.9
)
Operating expenses
(2,784,454
)
 
(1.3
)
 
(1,329,334
)
 
(0.6
)
Other income (expense)
1,930,718

 
0.9

 
842,698

 
0.4

Income tax expense
(1,870
)
 
—

 
(1,000
)
 
—

Income from continuing operations
5,589,346

 
2.6

 
8,366,659

 
3.9

Income (loss) from discontinued operations
—

 
—

 
(1,228
)
 
—

 
 
 
 
 
 
 
 
Net income
$
5,589,346

 
2.6

 
$
8,365,431

 
3.9

 
Revenue – Consolidated revenue remained relatively unchanged during the six-month period ended June 30, 2014, compared to the same period in 2013.

Gross Profit/Loss – Gross profit decreased $2.4 million, or 27.2%, for the six-month period ended June 30, 2014, compared to the same period in 2013. The decrease is due to an increase in moisture content of soybeans purchased and an increase in production costs. The locally-grown beans we received and processed in the first six months of 2014 contained more moisture than the same period in 2013, resulting in lower than historical production yields. In addition, production expenses increased $1.5 million, or 16.5%, due primarily to an increase in natural gas costs. Cold temperatures throughout the U.S. caused natural gas prices to rise significantly in 2014. With the higher moisture content in soybeans, it required more energy to dry those soybeans before they could be processed.

Operating Expenses – Consolidated administrative expenses, including all selling, general and administrative expenses, increased $1.5 million for the six-month period ended June 30, 2014, compared to the same period in 2013. The increase is due to the booking of a $1.5 million allowance for a potentially uncollectible account receivable in 2014, compared to $0 in the same period in 2013.

Interest Expense – Interest expense decreased $322,000, or 34.7%, during the six months ended June 30, 2014, compared to the same period in 2013. The decrease in interest expense is due primarily to decreased debt levels, which resulted from reductions of inventory quantities and commodity prices. The average debt level during the six-month period ended June 30, 2014 was approximately $26.2 million, compared to $43.7 million for the same period in 2013.

Other Non-Operating Income – Other non-operating income, including patronage dividend income, increased $766,000, or 43.2%, during the six-month period ended June 30, 2014, compared to the same period in 2013. The increase is due primarily to increases in patronage allocations from our associated cooperatives, including CoBank and Minnesota Soybean Processors, and oil storage income. During the first six months of 2014, patronage allocations totaled $1.5 million, compared to $1.1 million during the same period in 2013. In addition, our oil storage income arising from our issuance of warehouse receipts on CBOT soybean oil contracts increased $203,000, as we stored more oil on CBOT oil contracts during the six-month period ended June 30, 2014, compared to the same period in 2013.

Net Income/Loss – During the six-month period ended June 30, 2014, we generated a net income of $5.6 million, compared to $8.4 million for the same period in 2013. The $2.8 million decrease in net income is primarily attributable to a decrease in gross profit associated with decreased production yields, decreased demand for soybean oil, and increased production and operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash provided by operations and borrowings under our two lines of credit which are discussed below under “Indebtedness.” On June 30, 2014, we had working capital, defined as current assets less current liabilities, of approximately $23.3 million, compared to working capital of approximately $18.0 million on June 30, 2013. Working capital increased between periods primarily due to an increase in net income. Based on our current

17


operating plans, we believe that we will be able to fund our needs for the foreseeable future from cash from operations and revolving lines of credit.

The following is a summary of our cash flow from operating, investing and financing activities for each of the six-month periods ended June 30, 2014 and 2013:
 
2014
 
2013
Net cash from (used for) operating activities
$
11,316,935

 
$
(20,209,788
)
Net cash from (used for) investing activities
(1,550,147
)
 
(141,443
)
Net cash from (used for) financing activities
(9,766,788
)
 
20,058,407


Cash Flows from (Used for) Operations

The $31.5 million change in cash flows from (used for) operating activities is primarily attributed to a $14.6 million decrease in accrued commodity purchases during the six-month period ended June 30, 2014, compared to a $34.1 million increase during the same period in 2013. The large decrease in accrued commodity purchases in 2013 was the result of an increase in commodity prices. In addition, inventories decreased $16.3 million during the six-month period ended June 30, 2014, compared to $5.9 during the same period in 2013. The decrease in inventories in 2014 was largely due to our inability to store soybeans as long as usual due to the increased moisture levels.

Cash Flows Used For Investing Activities

The $1.4 million change in cash flows used for investing activities is due primarily to our receipt of $2.7 million from CHS in February 2013 for the retirement of previously declared patronage allocations, compared to only $0.1 million in 2014. Partially offsetting the decrease in retirement of patronage allocations is a $1.0 decrease in capital improvements. During the six months ended June 30, 2014, we spent $1.8 million on capital improvements, compared to $2.9 million during the same period in 2013.

Cash Flows Used For Financing Activities

The $29.8 million change in cash flows from (used for) financing activities is principally due to a decrease in amounts borrowed and an increase in distributions to members. During the six months ended June 30, 2014, borrowings increased $1.2 million, compared the $25.1 million during the same period in 2013 resulting from the large decrease in accrued commodity purchases. We distributed $11.0 million in cash to members during the six-month period ended June 30, 2014, compared to $5.1 million during the same period in 2013.

Indebtedness

We have two lines of credit with CoBank, our primary lender, to meet the short and long-term needs of our operations. The first credit line is a revolving long-term loan. Under the terms of this loan, we may borrow funds as needed up to the credit line maximum, or $10.3 million, and then pay down the principal whenever excess cash is available. Repaid amounts may be borrowed up to the available credit line. The available credit line is reduced by $1.3 million every six months until the credit line’s maturity on March 20, 2018. The final payment at maturity is equal to the remaining unpaid principal balance of the loan. We pay a 0.50% annual commitment fee on any funds not borrowed. The principal balance outstanding on the revolving term loan is $10.3 million and $3.1 million as of June 30, 2014 and December 31, 2013, respectively. There were no additional funds available to borrow under this loan as of June 30, 2014.

The second credit line is a revolving working capital (seasonal) loan that matures on August 1, 2015. The primary purpose of this loan is to finance inventory and receivables. The maximum available to borrow under this credit line is $40 million. Borrowing base reports and financial statements are required monthly to justify the balance borrowed on this line. We pay a 0.25% annual commitment fee on any funds not borrowed; however, we have the option to reduce the credit line during any given commitment period listed in the agreement to avoid the commitment fee. The principal balance outstanding on the working capital loan is $3.4 million and $0 as of June 30, 2014 and December 31, 2013, respectively.  Under this loan, there was an additional $46.6 million in available funds to borrow as of June 30, 2014.


18


Both loans with CoBank are set up with a variable rate option. The variable rate is set by CoBank and changes weekly on the first business day of each week. We also have a fixed rate option on both loans allowing us to fix rates for any period between one day and the entire commitment period. The annual interest rate on the revolving term loan is 3.16% and 3.18% as of June 30, 2014 and December 31, 2013, respectively. As of June 30, 2014 and December 31, 2013, the interest rate on the seasonal loan is 2.91% and 2.93%, respectively. We were in compliance with all covenants and conditions under the loans as of June 30, 2014 and the date of this filing.

On August 5, 2014, we entered into an amendment of the Master Loan Agreement with CoBank, the terms of which affect our revolving long-term loan, seasonal loan, and covenants. Under the seasonal loan, the amount we may borrow is decreased from $50 million to $40 million until it matures on August 1, 2015. In addition, the amount we may distribute to members without the prior written consent of CoBank is increased from 50% to 75% of consolidated net income of the prior fiscal year. All other material items and conditions under the Master Loan Agreement and subsequent amendments remain the same following the amendment.

Effective March 1, 2013, the State of South Dakota Department of Transportation agreed to loan the Brookings County Regional Railway Authority a sum of $964,070 for purposes of making improvements to the railway infrastructure near our soybean processing facility in Volga, South Dakota. In consideration of this secured loan, we agreed to provide a guarantee to the State of South Dakota Department of Transportation for the full amount of the loan, plus 2% interest. This guarantee was converted into a direct debt obligation of ours on October 16, 2013, when we received the $964,070 in loan proceeds and assumed responsibility for the loan's annual principal and interest payments of $75,500 which began on June 1, 2014. The note payable matures on June 1, 2020.

OFF BALANCE SHEET FINANCING ARRANGEMENTS

Except as described below, we do not utilize variable interest entities or other off-balance sheet financial arrangements.

Lease Commitments

We have commitments under various operating leases for rail cars, various types of vehicles, and lab and office equipment. Our most significant lease commitments are the rail car leases we use to distribute our products. We have a number of long-term leases for hopper rail cars and oil tank cars with GE Capital, Trinity Capital, FRS 1 and GATX Corporation. Total lease expenses under these arrangements are approximately $1.1 million for each of the six-month periods ended June 30, 2014 and 2013. Prior to August 1, 2013, the hopper rail cars earned mileage credit from the railroad through a sublease program, which totaled $0 and $0.9 million for the six-month periods ended June 30, 2014 and 2013, respectively.

In addition to rail car leases, we have several operating leases for various equipment and storage facilities. Total lease expense under these arrangements is $56,000 and $83,000 for the six-month periods ended June 30, 2014 and 2013, respectively. Some of our leases include purchase options, none of which, however, are for a value less than fair market value at the end of the lease.

Other Long-Term Commitments

We have a commitment under a Grain Storage and Transportation Agreement with H&I Grain of Hetland, Inc. (H&I). This agreement is for the handling, storage and transportation of soybeans to and from the H&I facilities located in DeSmet, Hetland, and Arlington, South Dakota, at established rates per bushel. The agreement provides for an annual minimum payment of $200,000 and expires on August 31, 2014. Expenses under this agreement were $366,000 and $617,000 for the six-month periods ended June 30, 2014 and 2013, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 of our Financial Statements under Part I, Item 1, for a discussion on the impact, if any, of the recently pronounced accounting standards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Preparation of our financial statements requires estimates and judgments to be made that affect the amounts of assets, liabilities, revenues and expenses reported. Such decisions include the selection of the appropriate accounting

19


principles to be applied and the assumptions on which to base accounting estimates. We continually evaluate these estimates based on historical experience and other assumptions we believe to be reasonable under the circumstances.

The difficulty in applying these policies arises from the assumptions, estimates, and judgments that have to be made currently about matters that are inherently uncertain, such as future economic conditions, operating results and valuations as well as management intentions. As the difficulty increases, the level of precision decreases, meaning that actual results can and probably will be different from those currently estimated.

Of the significant accounting policies described in the notes to the financial statements, we believe that the following may involve a higher degree of estimates, judgments, and complexity:

Commitments and Contingencies

Contingencies, by their nature relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred, as well as in estimating the amount of the potential expense. In conformity with accounting principles generally accepted in the U.S, we accrue an expense when it is probable that a liability has been incurred and the amount can be reasonably estimated.

Inventory Valuation

We account for our inventories at estimated net realizable market value. These inventories are agricultural commodities that are freely traded, have quoted market prices, may be sold without significant further processing, and have predictable and insignificant costs of disposal. We derive our estimates from local market prices determined by grain terminals in our area. Processed product price estimates are determined by the ending sales contract price as of the close of the final day of the period. This price is determined by the closing price on the Chicago Board of Trade (CBOT), net of the local basis, for the last two business days of the period and the first business day of the subsequent period. Changes in the market values of these inventories are recognized as a component of cost of goods sold.

Long-Lived Assets

Depreciation and amortization of our property, plant and equipment is provided on the straight-lined method by charges to operations at rates based upon the expected useful lives of individual or groups of assets. Economic circumstances or other factors may cause management’s estimates of expected useful lives to differ from actual.

Long-lived assets, including property, plant and equipment and investments are evaluated for impairment on the basis of undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impaired asset is written down to its estimated fair market value based on the best information available. Considerable management judgment is necessary to estimate undiscounted future cash flows and may differ from actual.

We evaluate the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying value may not be recoverable. Such circumstances could include, but are not limited to: (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeded its fair value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts.

Accounting for Derivative Instruments and Hedging Activities

We minimize the effects of changes in the price of agricultural commodities by using exchange-traded futures and options contracts to minimize our net positions in these inventories and contracts. We account for changes in market value on exchange-traded futures and option contracts, as well as our forward purchase and sales contracts, using

20


quoted exchange prices for identical instruments. Changes in the market value of all these contracts are recognized in earnings as a component of cost of goods sold.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

Commodities Risk & Risk Management. To reduce the price change risks associated with holding fixed price commodity positions, we generally take opposite and offsetting positions by entering into commodity futures contracts (either a straight or options futures contract) on a regulated commodity futures exchange, the CBOT. While hedging activities reduce the risk of loss from changing market prices, such activities also limit the gain potential which otherwise could result from these significant fluctuations in market prices. Our policy is generally to maintain a hedged position within limits, but we can be long or short at any time. Our profitability is primarily derived from margins on soybeans processed, not from hedging transactions. We do not anticipate that our hedging activity will have a significant impact on future operating results or liquidity. Hedging arrangements do not protect against nonperformance of a cash contract.

At any one time, our inventory and purchase contracts for delivery to our facility may be substantial. We have risk management policies and procedures that include net position limits. They are defined by commodity, and include both trader and management limits. This policy and procedure triggers a review by management when any trader is outside of position limits. The position limits are reviewed at least annually with the board of managers. We monitor current market conditions and may expand or reduce the limits in response to changes in those conditions.

Foreign Currency Risk. We conduct essentially all of our business in U.S. dollars and have no direct risk regarding foreign currency fluctuations. Foreign currency fluctuations do, however, impact the ability of foreign buyers to purchase U.S. agricultural products and the competitiveness of and demand for U.S. agricultural products compared to the same products offered by foreign suppliers.

Interest Rate Risk. We manage exposure to interest rate changes by using variable rate loan agreements with fixed rate options. Long-term loan agreements can utilize the fixed option through maturity; however, the revolving ability to pay down and borrow back would be eliminated once the funds were fixed.

Item 4.    Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Based on their evaluation as of the end of the period covered by this quarterly report on Form 10-Q, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control Over Financial Reporting. There were no changes to our internal controls over financial reporting that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting during the quarter ended June 30, 2014.

PART II – OTHER INFORMATION

Item 1.    Legal Proceedings.

From time to time in the ordinary course of our business, we may be named as a defendant in legal proceedings related to various issues, including without limitation, workers’ compensation claims, tort claims, or contractual dispute. Currently, we are not involved in any legal proceeding that we believe is material. In the event we become involved in a legal proceeding, we carry insurance that provides protection against general commercial liability claims, claims against our directors, officers and employees, business interruption, automobile liability, and workers’ compensation claims. We are not currently involved in any material legal proceeding and are not aware of any potential claims.

Item 1A. Risk Factors.

During the quarter ended June 30, 2014, there were no material changes to the Risk Factors disclosed in Item 1A (Part I) of our 2013 Annual Report on Form 10-K.


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

None.

Item 3.    Defaults Upon Senior Securities.

None.


Item 4.    Mine Safety Disclosures.

None.

Item 5.    Other Information.

None.

Item 6.    Exhibits.

See Exhibit Index.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
SOUTH DAKOTA SOYBEAN PROCESSORS, LLC
 
 
 
 
Dated:
August 12, 2014
By
/s/ Thomas Kersting
 
 
 
Thomas Kersting, Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
 
Dated:
August 12, 2014
By
/s/ Mark Hyde
 
 
 
Mark Hyde, Chief Financial Officer
 
 
 
(Principal Financial Officer)
 
 
 
 
 


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EXHIBIT INDEX TO
FORM 10-Q
OF SOUTH DAKOTA SOYBEAN PROCESSORS, LLC
 
Exhibit
Number
 
Description
3.1(i)
 
Articles of Organization (1)
3.1(ii)
 
Operating Agreement, as amended (2)
3.1(iii)
 
Articles of Amendment to Articles of Organization (3)
4.1
 
Form of Class A Unit Certificate (4)
10.1
 
Amendment to Master Loan Agreement dated August 5, 2014
10.2
 
Monitored Revolving Credit Supplement dated August 5, 2014
31.1
 
Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer
31.2
 
Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer
32.1
 
Section 1350 Certification by Chief Executive Officer
32.2
 
Section 1350 Certification by Chief Financial Officer
____________________________________________________________________________

(1) Incorporated by reference from Appendix B to the information statement/prospectus filed as a part of the issuer’s Registration Statement on Form S-4 (File No. 333-75804).
(2) Incorporated by reference from the same numbered exhibit to the issuer’s Form 8-K filed on June 19, 2014.
(3) Incorporated by reference from the same numbered exhibit to the issuer’s Form 10-Q filed on August 14, 2002.
(4) Incorporated by reference from the same numbered exhibit to the issuer’s Registration Statement on Form S-4 (File No. 333-75804).
 

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