10-Q 1 v358986_10q.htm 10-Q
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 September 30, 2013
 
¨
 
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 of 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)
 
(605) 627-9240
(Registrant’s Telephone Number)
 
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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
(do not check if a smaller
reporting company)
 
x     Smaller Reporting Company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange 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 November 6, 2013, the registrant had 30,419,000 capital units outstanding.
 
 
 
Table of Contents 
 
 
 
 
Page
 
 
 
 
Part I.
FINANCIAL INFORMATION
3
 
 
 
 
 
Item I.
Financial Statements (Unaudited)
3
 
 
 
 
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
 
 
 
 
 
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
24
 
 
 
 
 
Item 4.
Controls and Procedures
25
 
 
 
 
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 among Senior Securities
25
 
 
 
 
 
Item 4.
Mine Safety Disclosures
25
 
 
 
 
 
Item 5.
Other Information
25
 
 
 
 
 
Item 6.
Exhibits
25
 
 
 
 
Signatures
 
26
 
 
2

 
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
 
South Dakota Soybean Processors, LLC
 
Condensed Consolidated Financial Statements
 
September 30, 2013 and 2012
 
 
3

 
South Dakota Soybean Processors, LLC
Condensed Consolidated Balance Sheets
 

   
 
 
 
September 30,
 
 
 
 
 
 
 
2013
 
 
December 31,
 
 
 
 
(Unaudited)
 
 
2012
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
3,047,352
 
$
292,874
 
Trade accounts receivable
 
 
30,239,023
 
 
30,596,162
 
Inventories
 
 
33,349,175
 
 
72,469,499
 
Margin deposits
 
 
550,824
 
 
1,624,565
 
Assets of discontinued division
 
 
213,314
 
 
216,105
 
Prepaid expenses
 
 
844,589
 
 
1,024,882
 
Total current assets
 
 
68,244,277
 
 
106,224,087
 
 
 
 
 
 
 
 
 
Property and equipment
 
 
66,997,333
 
 
62,457,602
 
Less accumulated depreciation
 
 
(37,356,436)
 
 
(35,989,551)
 
Total property and equipment, net
 
 
29,640,897
 
 
26,468,051
 
 
 
 
 
 
 
 
 
Other assets
 
 
 
 
 
 
 
Investments in cooperatives
 
 
6,064,481
 
 
8,197,832
 
Notes receivable - members
 
 
145,707
 
 
147,056
 
Other intangible assets, net
 
 
6,762
 
 
8,210
 
Total other assets
 
 
6,216,950
 
 
8,353,098
 
 
 
 
 
 
 
 
 
Total assets
 
$
104,102,124
 
$
141,045,236
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
4

 
South Dakota Soybean Processors, LLC
Condensed Consolidated Balance Sheets (continued)
 

 
 
 
September 30,
 
 
 
 
 
2013
 
December 31,
 
 
 
(Unaudited)
 
2012
 
Liabilities and Members' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
Current maturities of long-term debt
 
$
420,043
 
$
2,600,000
 
Note payable - seasonal loan
 
 
-
 
 
16,917,303
 
Accounts payable
 
 
1,149,124
 
 
1,812,186
 
Accrued commodity purchases
 
 
38,909,572
 
 
62,421,223
 
Accrued expenses
 
 
2,384,552
 
 
2,241,614
 
Accrued interest
 
 
477,270
 
 
448,795
 
Deferred liabilities - current
 
 
376,672
 
 
1,453,432
 
Total current liabilities
 
 
43,717,233
 
 
87,894,553
 
 
 
 
 
 
 
 
 
Long-term liabilities
 
 
 
 
 
 
 
Long-term debt, less current maturities
 
 
9,000,000
 
 
11,600,000
 
Deferred liabilities, less current maturities
 
 
81,766
 
 
126,213
 
Total long-term liabilities
 
 
9,081,766
 
 
11,726,213
 
 
 
 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Members' equity
 
 
 
 
 
 
 
Class A Units, no par value, 30,419,000 units issued and
    outstanding, net of subscriptions receivable of $ 0 and $2,259
    at September 30, 2013 and December 31, 2012, respectively
 
 
51,303,125
 
 
41,424,470
 
 
 
 
 
 
 
 
 
Total liabilities and members' equity
 
$
104,102,124
 
$
141,045,236
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
5

 
South Dakota Soybean Processors, LLC
Condensed Consolidated Statements of Operations (Unaudited)
For the Three-Month and Nine-Month Periods Ended September 30, 2013 and 2012
 

 
 
 
Three Months Ended September 30:
 
Nine Months Ended September 30:
 
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
139,369,276
 
$
103,535,868
 
$
354,429,412
 
$
294,275,929
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of product sold
 
 
120,321,924
 
 
90,108,261
 
 
303,510,222
 
 
253,469,105
 
Production
 
 
4,278,568
 
 
4,287,433
 
 
13,340,898
 
 
12,149,976
 
Freight and rail
 
 
7,254,752
 
 
5,516,331
 
 
20,894,917
 
 
17,583,740
 
Brokerage fees
 
 
159,673
 
 
133,241
 
 
474,721
 
 
359,728
 
Total cost of revenues
 
 
132,014,917
 
 
100,045,266
 
 
338,220,758
 
 
283,562,549
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit
 
 
7,354,359
 
 
3,490,602
 
 
16,208,654
 
 
10,713,380
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Administration
 
 
695,233
 
 
534,618
 
 
2,024,567
 
 
1,752,190
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income
 
 
6,659,126
 
 
2,955,984
 
 
14,184,087
 
 
8,961,190
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
(434,421)
 
 
(531,847)
 
 
(1,364,475)
 
 
(1,301,114)
 
Other non-operating income
 
 
352,365
 
 
546,585
 
 
1,050,383
 
 
1,260,469
 
Patronage dividend income
 
 
-
 
 
-
 
 
1,074,734
 
 
576,728
 
Total other income (expense)
 
 
(82,056)
 
 
14,738
 
 
760,642
 
 
536,083
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations before income taxes
 
 
6,577,070
 
 
2,970,722
 
 
14,944,729
 
 
9,497,273
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
 
-
 
 
-
 
 
(1,000)
 
 
(1,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations
 
 
6,577,070
 
 
2,970,722
 
 
14,943,729
 
 
9,496,273
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from discontinued operations
 
 
10,000
 
 
(63,551)
 
 
8,772
 
 
(107,269)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
6,587,070
 
$
2,907,171
 
$
14,952,501
 
$
9,389,004
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted earnings per capital unit:
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
0.22
 
$
0.10
 
$
0.49
 
$
0.31
 
Loss from discontinued operations
 
 
0.00
 
 
(0.00)
 
 
0.00
 
 
(0.00)
 
Net income
 
$
0.22
 
$
0.10
 
$
0.49
 
$
0.31
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
6

 
 
South Dakota Soybean Processors, LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the Nine-Month Periods Ended September 30, 2013 and 2012
 

 
 
 
2013
 
2012
 
Operating activities
 
 
 
 
 
 
 
Net income
 
$
14,952,501
 
$
9,389,004
 
(Income) loss from discontinued operations
 
 
(8,772)
 
 
107,269
 
Income from continued operations
 
 
14,943,729
 
 
9,496,273
 
Charges and credits to net income from continuing operations not affecting cash:
 
 
 
 
 
 
 
Depreciation and amortization
 
 
1,438,592
 
 
1,326,791
 
Gain on sales of property and equipment
 
 
4,690
 
 
1,161
 
Non-cash patronage dividends
 
 
(591,099)
 
 
(327,169)
 
Change in current assets and liabilities
 
 
15,606,990
 
 
(49,399,631)
 
Net cash from (used for) operating activities of continuing operations
 
 
31,402,902
 
 
(38,902,575)
 
Net cash from operating activities of discontinued operations
 
 
11,563
 
 
357,913
 
Net cash from (used for) operating activities
 
 
31,414,465
 
 
(38,544,662)
 
 
 
 
 
 
 
 
 
Investing activities
 
 
 
 
 
 
 
Retirement of patronage dividends
 
 
2,724,450
 
 
-
 
Decrease in member loans
 
 
1,349
 
 
619
 
Proceeds from sales of property and equipment
 
 
1,500
 
 
-
 
Purchase of property and equipment
 
 
(4,616,180)
 
 
(1,354,571)
 
Net cash used for investing activities of continuing activities
 
 
(1,888,881)
 
 
(1,353,952)
 
Net cash from investing activities of discontinued activities
 
 
-
 
 
98,503
 
Net cash used for investing activities
 
 
(1,888,881)
 
 
(1,255,449)
 
 
 
 
 
 
 
 
 
Financing activities
 
 
 
 
 
 
 
Change in excess of outstanding checks over bank balances
 
 
-
 
 
13,899,034
 
Net proceeds (payments) from seasonal borrowings
 
 
(16,917,303)
 
 
26,505,978
 
Distributions to members
 
 
(5,076,105)
 
 
-
 
Decrease in subscriptions receivable
 
 
2,259
 
 
-
 
Proceeds from long-term debt
 
 
169,898
 
 
1,547,999
 
Principal payments on long-term debt
 
 
(4,949,855)
 
 
(2,153,000)
 
Net cash from (used for) financing activities
 
 
(26,771,106)
 
 
39,800,011
 
 
 
 
 
 
 
 
 
Net change in cash and cash equivalents
 
 
2,754,478
 
 
(100)
 
 
 
 
 
 
 
 
 
Cash and cash equivalents, beginning of period
 
 
292,874
 
 
150
 
 
 
 
 
 
 
 
 
Cash and cash equivalents, end of period
 
$
3,047,352
 
$
50
 
 
 
 
 
 
 
 
 
Supplemental disclosures of cash flow information
 
 
 
 
 
 
 
Cash paid during the period for:
 
 
 
 
 
 
 
Interest
 
$
1,336,000
 
$
1,157,466
 
 
 
 
 
 
 
 
 
Income taxes
 
$
1,000
 
$
1,000
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
7

 
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, 2012 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, 2012, included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2013.
 
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.
 
(continued on next page)
 
 
8

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

 
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.
 
Reclassifications
 
Certain reclassifications have been made to the prior year’s financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or members’ equity.

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.
 
The following table presents the aging analysis of trade receivables as of September 30, 2013 and December 31, 2012:
 
 
 
September 30,
 
December 31,
 
 
 
2013
 
2012
 
Past due:
 
 
 
 
 
 
 
Less than 30 days past due
 
$
3,025,616
 
$
2,717,120
 
31-90 days past due
 
 
267,706
 
 
185,168
 
Greater than 90 days past due
 
 
-
 
 
45
 
Total past due
 
 
3,293,322
 
 
2,902,333
 
Current
 
 
26,945,701
 
 
27,693,829
 
 
 
 
 
 
 
 
 
Totals
 
$
30,239,023
 
$
30,596,162
 
 
The following table provides information regarding the Company’s allowance for doubtful accounts receivable of continued operations as of September 30, 2013 and December 31, 2012:
 
 
 
September 30,
 
December 31,
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Balances, beginning of period
 
$
-
 
$
-
 
Amounts charged (credited) to costs and expenses
 
 
20,487
 
 
-
 
Additions (deductions)
 
 
(20,487)
 
 
-
 
 
 
 
 
 
 
 
 
Balances, end of period
 
$
-
 
$
-
 
 
(continued on next page)
 
 
9

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

 
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 September 30, 2013 and December 31, 2012:
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Finished goods
 
$
17,927,600
 
$
28,345,806
 
Raw materials
 
 
15,300,900
 
 
44,003,018
 
Supplies & miscellaneous
 
 
120,675
 
 
120,675
 
 
 
 
 
 
 
 
 
Totals
 
$
33,349,175
 
$
72,469,499
 
 
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.

Note 4 -         Investments in Cooperatives
 
The Company’s investments in cooperatives consist of the following at September 30, 2013 and December 31, 2012:
 
 
 
 
2013
 
 
2012
 
 
 
 
 
 
 
 
 
Minnesota Soybean Processors:
 
 
 
 
 
 
 
Common stock and Class A Preferred Shares
 
$
3,964,728
 
$
3,455,876
 
Class B Preferred Shares, 8% non-cumulative, convertible
 
 
575,000
 
 
575,000
 
CoBank
 
 
1,399,934
 
 
1,317,687
 
CHS (formerly Cenex Harvest States)
 
 
124,819
 
 
2,849,269
 
 
 
 
 
 
 
 
 
Totals
 
$
6,064,481
 
$
8,197,832
 
 
On February 6, 2013, the Company received $2,724,450 from CHS for the retirement of previous retained patronage allocations.
 
(continued on next page)
 
 
10

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

 
Note 5 -         Property and Equipment
 
 
 
2013
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
2012
 
 
 
Cost
 
Depreciation
 
Net
 
Net
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Land
 
$
443,816
 
$
-
 
$
443,816
 
$
443,816
 
Land improvements
 
 
484,404
 
 
(107,756)
 
 
376,648
 
 
401,691
 
Buildings and improvements
 
 
16,535,651
 
 
(6,524,051)
 
 
10,011,600
 
 
10,246,705
 
Machinery and equipment
 
 
43,932,732
 
 
(30,003,817)
 
 
13,928,915
 
 
14,379,270
 
Company vehicles
 
 
64,266
 
 
(59,627)
 
 
4,639
 
 
6,567
 
Furniture and fixtures
 
 
1,115,813
 
 
(661,185)
 
 
454,628
 
 
525,984
 
Construction in progress
 
 
4,420,651
 
 
-
 
 
4,420,651
 
 
464,018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Totals
 
$
66,997,333
 
$
(37,356,436)
 
$
29,640,897
 
$
26,468,051
 
 
Depreciation of property and equipment of continued operations amounts to $1,437,143 and $1,325,342 for the nine months ended September 30, 2013 and 2012, respectively.

Note 6 -         Note Payable – Seasonal Loan
 
The Company has entered into a revolving credit agreement with CoBank. The Company may borrow up to $50 million under this agreement until it matures on August 1, 2014, to finance inventory and accounts receivable. Interest accrues at a variable rate (2.93% at September 30, 2013). 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 $0 and $16,917,303 at September 30, 2013 and December 31, 2012, respectively. The remaining available funds to borrow under the terms of the revolving credit agreement are $50 million as of September 30, 2013.

Note 7 -         Long-Term Debt
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Revolving term loan from CoBank, interest at variable rates
    (3.18% and 4.21% at September 30, 2013 and December 31, 2012,
    respectively), secured by substantially all property and
    equipment. Loan matures March 20, 2018.
 
$
9,420,043
 
$
14,200,000
 
Less current maturities
 
 
(420,043)
 
 
(2,600,000)
 
 
 
 
 
 
 
 
 
Totals
 
$
9,000,000
 
$
11,600,000
 
 
(continued on next page)
 
 
11

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

 
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 $9,420,043 and $14,200,000 as of September 30, 2013 and December 31, 2012, respectively. The remaining commitments available to borrow on the revolving term loan are approximately $2.2 million as of September 30, 2013.
 
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 September 30, 2013.
 
Effective March 1, 2013, the State of South Dakota Department of Transportation agreed to loan the Brookings County Regional Railway Authority a total sum of $964,070 for purposes of making improvements to the railway infrastructure near the Company’s soybean processing facility in Volga, South Dakota. The interest rate on the loan is 2.0% per year. Principal and interest payments are due annually with the first payment due on June 1, 2014 and the final payment due at maturity on June 1, 2020. In consideration of this unsecured loan, the Company agreed to guarantee to the State of South Dakota Department of Transportation the full amount of the loan, plus interest. This guaranty, however, became a direct obligation of the Company’s on March 1, 2013, when the Company became responsible for paying the above-described principal and interest payments on an annual basis. There were no advances outstanding on this loan as of September 30, 2013 and December 31, 2012.
 
The minimum principal payments on long-term debt obligations, assuming the Company will advance the entire amount remaining on the revolving term and railway improvement loans, are expected to be as follows:
 
For the twelve-month periods ending September 30:
 
 
2014
$
2,651,359
2015
 
2,657,246
2016
 
2,658,344
2017
 
2,659,558
2018
 
1,260,749
Thereafter
 
676,814
 
 
 
Total
$
12,564,070

Note 8 -        Member Distribution
 
On February 7, 2013, the Company’s Board of Managers approved a cash distribution of approximately $5.1 million, or 16.7¢ per capital unit. The distribution was paid in accordance with the Company’s operating agreement and distribution policy on February 8, 2013.
 
 
12

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

 
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 September 30, 2013 and December 31, 2012, the value of the Company’s open futures, options and forward contracts was approximately $3,112,401 and $1,601,219, respectively.
 
 
 
 
 
Amounts As of September 30, 2013
 
 
 
Balance Sheet
 
Asset
 
Liability
 
 
 
Classification
 
Derivatives
 
Derivatives
 
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Commodity contracts
 
Current Assets
 
$
8,043,081
 
$
4,927,405
 
Foreign exchange contracts
 
Current Assets
 
 
-
 
 
3,275
 
 
 
 
 
 
 
 
 
 
 
Totals
 
 
 
$
8,043,081
 
$
4,930,680
 
 
 
 
 
 
Amounts As of December 31, 2012
 
 
 
Balance Sheet
 
Asset
 
Liability
 
 
 
Classification
 
Derivatives
 
Derivatives
 
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Commodity contracts
 
Current Assets
 
$
5,248,420
 
$
3,647,637
 
Foreign exchange contracts
 
Current Assets
 
 
1,846
 
 
1,410
 
 
 
 
 
 
 
 
 
 
 
Totals
 
 
 
$
5,250,266
 
$
3,649,047
 
 
(continued on next page)
 
 
13

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

 
During the three-month and nine-month periods ended September 30, 2013 and 2012, net realized and unrealized gains (losses) on derivative transactions were recognized in the consolidated statement of operations as follows:
 
 
 
Net Gain (Loss) Recognized on
 
Net Gain (Loss) Recognized on
 
 
 
Derivative Activities for the Three-
 
Derivative Activities for the Nine-
 
 
 
Month Periods Ending September 30:
 
Month Periods Ending September 30:
 
 
 
2013
 
2012
 
2013
 
2012
 
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts
 
$
2,339,846
 
$
(1,405,887)
 
$
2,253,310
 
$
3,005,708
 
Foreign exchange contracts
 
 
4,723
 
 
-
 
 
5,608
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Totals
 
$
2,344,569
 
$
(1,405,887)
 
$
2,258,918
 
$
3,005,708
 
 
The Company recorded gains (losses) of $2,258,918 and $3,005,708 in cost of goods sold related to its commodity derivative instruments for the nine-month periods ended September 30, 2013 and 2012, respectively.

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.
 
(continued on next page)
 
 
14

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

 
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 September 30, 2013 and December 31, 2012:
 
 
 
Fair Value as of September 30, 2013
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Financial assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Inventory
 
$
3,115,676
 
$
29,700,367
 
$
-
 
$
32,816,043
 
Margin deposits
 
$
550,824
 
$
-
 
$
-
 
$
550,824
 
Assets of discontinued
    division
 
$
-
 
$
-
 
$
213,314
 
$
213,314
 
 
 
 
Fair Value as of December 31, 2012
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Financial assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Inventory
 
$
1,600,783
 
$
70,243,052
 
$
-
 
$
71,843,835
 
Margin deposits
 
$
1,624,565
 
$
-
 
$
-
 
$
1,624,565
 
Assets of discontinued
    division
 
$
-
 
$
-
 
$
216,105
 
$
216,105
 
 
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.
 
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.
 
(continued on next page)
 
 
15

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

 
The following table presents the changes in Level 3 instruments measured on a recurring basis as of September 30, 2013 and December 31, 2012:
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
216,105
 
$
853,678
 
Purchases
 
 
-
 
 
10,616
 
Sales
 
 
-
 
 
(547,005)
 
Settlements
 
 
(5,448)
 
 
(123,752)
 
Net gains (losses) included in earnings
 
 
2,657
 
 
22,568
 
 
 
 
 
 
 
 
 
Ending balance
 
$
213,314
 
$
216,105
 

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-month and nine-month periods ended September 30, 2013 and 2012 are as follows:
 
 
 
Soybean
 
 
 
 
 
 
 
 
Processing
 
Polyurethane
 
Total
 
For the three months ended September 30, 2013:
 
 
 
 
 
 
 
 
 
 
Sales to external customers
 
$
139,369,276
 
$
-
 
$
139,369,276
 
Intersegment sales
 
 
-
 
 
-
 
 
-
 
Depreciation and amortization
 
 
484,138
 
 
-
 
 
484,138
 
Interest expense
 
 
434,421
 
 
-
 
 
434,421
 
Segment income (loss)
 
 
6,577,070
 
 
10,000
 
 
6,587,070
 
Segment assets
 
 
103,888,810
 
 
213,314
 
 
104,102,124
 
Expenditures for segment assets
 
 
1,748,938
 
 
-
 
 
1,748,938
 
 
For the three months ended September 30, 2012:
 
 
 
 
 
 
 
 
 
 
Sales to external customers
 
$
103,535,868
 
$
1,613
 
$
103,537,481
 
Intersegment sales
 
 
-
 
 
-
 
 
-
 
Depreciation and amortization
 
 
443,313
 
 
-
 
 
443,313
 
Interest expense
 
 
531,847
 
 
-
 
 
531,847
 
Segment income
 
 
2,970,722
 
 
(63,551)
 
 
2,907,171
 
Segment assets
 
 
161,652,205
 
 
323,301
 
 
161,975,506
 
Expenditures for segment assets
 
 
998,493
 
 
-
 
 
998,493
 
   
(continued on next page)
 
 
16

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

 
 
 
Soybean
 
 
 
 
 
 
 
 
 
Processing
 
Polyurethane
 
Total
 
For the nine months ended September 30, 2013:
 
 
 
 
 
 
 
 
 
 
Sales to external customers
 
$
354,429,412
 
$
-
 
$
354,429,412
 
Intersegment sales
 
 
-
 
 
-
 
 
-
 
Depreciation and amortization
 
 
1,438,592
 
 
-
 
 
1,438,592
 
Interest expense
 
 
1,364,475
 
 
-
 
 
1,364,475
 
Segment income (loss)
 
 
14,943,729
 
 
8,772
 
 
14,952,501
 
Expenditures for segment assets
 
 
4,616,180
 
 
-
 
 
4,616,180
 
 
For the nine months ended September 30, 2012:
 
 
 
 
 
 
 
 
 
 
Sales to external customers
 
$
294,275,929
 
$
463,544
 
$
294,739,473
 
Intersegment sales
 
 
1,089
 
 
-
 
 
1,089
 
Depreciation and amortization
 
 
1,326,791
 
 
-
 
 
1,326,791
 
Interest expense
 
 
1,301,114
 
 
-
 
 
1,301,114
 
Segment income (loss)
 
 
9,496,273
 
 
(107,269)
 
 
9,389,004
 
Expenditures for segment assets
 
 
1,354,571
 
 
-
 
 
1,354,571
 

Note 12 -       Commitments
 
As of September 30, 2013, the Company had unpaid commitments of approximately $50,000 for construction and acquisition of property and equipment, all of which expected to be incurred by December 2013.

Note 13 -       Subsequent Event
 
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.
 
 
17

 
 
Forward-Looking Statements
 
The information in this quarterly report on Form 10-Q for the three-month and nine-month periods ended September 30, 2013, (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, 2012. 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, 2012.
 
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.
 
We recorded a net profit of $15.0 million for the first nine months of 2013. In addition to improved efficiencies in operations, our profit is attributed to favorable soybean quality (high in oil and protein content and low in moisture) and increased demand for our products. Demand for soybean meal increased in the domestic and international markets. Internationally, the U.S. experienced record meal exports. Demand for oil products increased because of strong demand from the food and biodiesel industries. Looking forward to 2014, while USDA’s latest report forecasts a decrease in meal exports, the decrease is expected to be offset by increased demand domestically from the livestock industry.
 
Improved efficiencies in operations are attributed in large part to newly completed construction projects and effective use of risk management. We improved our storage capacity for soybeans by building two new soybean bins with a 700,000 bushel storage capacity. We also added a road to the south of our facility which is used strictly by trucks for loading meal and hulls, and we expanded our rail yard for transporting our products.
 
Despite excellent results for the first nine months, there are challenges ahead. Our primary challenge, as always this time of year, is the uncertainty associated with new crop supplies. If the harvest this fall results in a lower yield of soybeans or a poor quality of beans, we may have an inadequate supply of soybeans heading into next year. An inadequate supply of beans could adversely affect our costs of production and reduce demand for our products. In addition, we continue to experience shortages of qualified personnel to operate our facility. In July 2013 the South Dakota Department of Labor reported an unemployment rate of just 3.6% within Brookings County. With a new large employer relocating to Brookings County in late 2013, we expect to experience additional employee turnover which could force us to increase our efforts to hire new employees and increase labor costs.
 
 
18

 
RESULTS OF OPERATIONS
 
Comparison of the three months ended September 30, 2013 and 2012
 
 
Quarter Ended September 30, 
2013
 
Quarter Ended September 30, 
2012
 
 
$
 
% of  Revenue
 
$
 
% of  Revenue
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
$
139,369,276
 
100.0
 
$
103,535,868
 
100.0
 
Cost of revenues
 
(132,014,917)
 
(94.7)
 
 
(100,045,266)
 
(96.6)
 
Operating expenses
 
(695,233)
 
(0.5)
 
 
(534,618)
 
(0.5)
 
Other income (expense)
 
(82,056)
 
(0.1)
 
 
14,738
 
0.0
 
Income tax expense
 
 
 
 
 
 
Income from continuing operations
 
6,577,070
 
4.7
 
 
2,970,722
 
2.9
 
Income (loss) from discontinued operations
 
10,000
 
0.0
 
 
(63,551)
 
(0.1)
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
6,587,070
 
4.7
 
$
2,907,171
 
2.8
 
 
Revenue – Consolidated revenue increased $35.8 million, or 34.6%, for the three-month period ended September 30, 2013, compared to the same period in 2012. The increase in revenues is primarily due to an increase in the sales volume of soybean meal and oil.  The increase in soybean meal is primarily due to record meal exports and strengthening demand from the domestic market. Domestically, demand for soybean oil increased from both the food and biodiesel industries.
 
Gross Profit/Loss –Gross profit increased $3.9 million, or 111%, for the three-month period ended September 30, 2013, compared to the same period in 2012. The increase is primarily attributed to improved soybean quality within our region and increased demand for soybean meal and oil. While many U.S. soybean processors have been dealing with substandard soybean quality in 2013 due to last year’s drought, the locally-grown beans we received have been low in moisture, high in oil and protein content, and producing higher than historical yields. 
 
Operating Expenses – Consolidated administrative expenses, including all selling, general and administrative expenses, increased $161,000 for the three-month period ended September 30, 2013, compared to the same period in 2012. The increase in administrative costs is mainly due to an increase in personnel costs in connection with our employee profit sharing program.
 
Interest Expense Interest expense decreased $97,000, or 18.3%, during the three-month period ended September 30, 2013, compared to the same period in 2012. The decrease in interest expense is due primarily to a decrease in interest rates on our senior debt with CoBank. As of September 30, 2013, the interest rate on our seasonal line of credit was 2.93% compared to 4.57% as of September 30, 2012.
 
Other Non-Operating Income – Other non-operating income, including patronage dividend income, decreased $194,000, or 35.5%, during the three-month period ended September 30, 2013, compared to the same period in 2012. The decrease is primarily due to a decrease in revenues on our price-later soybean program. We typically charge producers a nominal amount to deliver their soybeans to our facility and delay establishing a price until a later date. During the quarter ended September 30, 2012, producers delivered to our facility the bulk of soybeans harvested, much of which was placed on our price-later program; whereas the majority of this year’s soybean harvest had not been delivered during the third quarter ended September 30, 2013, thus decreasing the amount we charge on our price-later program.
 
Income (Loss) from Discontinued Operations –During the three-month period ended September 30, 2013, we generated an income of $10,000 within this segment, compared to a loss of $64,000 during the same period in 2012. The improvement is the result of our decision to dissolve our polyurethane segment in December 2012, including our wholly-owned subsidiary USSC, and place for sale the segment’s assets and business. 
 
 
19

 
Net Income/Loss – We generated a net income of $6.6 million during the three-month period ended September 30, 2013, compared to $2.9 million during the same period in 2012. The $3.7 million increase in net income is primarily attributable to an increase in gross profit associated with improved soybean quality within our region and increased demand for soybean meal and oil.
 
Comparison of the nine months ended September 30, 2013 and 2012
 
 
Nine Months Ended September 
30, 2013
 
Nine Months Ended September 
30, 2012
 
 
$
 
% of 
Revenue
 
$
 
% of 
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
$
354,429,412
 
100.0
 
$
294,275,929
 
100.0
 
Cost of revenues
 
(338,220,758)
 
(95.4)
 
 
(283,562,549)
 
(96.4)
 
Operating expenses
 
(2,024,567)
 
(0.6)
 
 
(1,752,190)
 
(0.6)
 
Other income (expense)
 
760,642
 
0.2
 
 
536,083
 
0.2
 
Income tax expense
 
(1,000)
 
(0.0)
 
 
(1,000)
 
(0.0)
 
Income from continuing operations
 
14,943,729
 
4.2
 
 
9,496,273
 
3.2
 
Income (loss) from discontinued operations
 
8,772
 
(0.0)
 
 
(107,269)
 
(0.0)
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
14,952,501
 
4.2
 
$
9,389,004
 
3.2
 
 
Revenue – Consolidated revenue increased $60.2 million, or 20.4%, for the nine months ended September 30, 2013, compared to the same period in 2012. The increase in revenues is primarily due to increases in sales volumes of soybean meal and oil, as well as an increase in the average sales price of soybean meal and hulls. The increase in soybean meal is primarily a result of record meal exports and increased demand from the domestic market. Demand for soybean oil increased from both the food and biodiesel industries. The average sales price of our soybean meal and hulls increased approximately 20% in the nine-month period ended September 30, 2013, compared to the same period in 2012. The increase in sale price is primarily due to a poor soybean crop in 2012 caused by drought, which caused substantial price increases in many commodities including soybean meal in 2013. 
 
Gross Profit/Loss – Gross profit increased $5.5 million, or 51%, for the nine months ended September 30, 2013, compared to the same period in 2012. The increase is primarily attributed to improved soybean quality within our region and increased demand for soybean meal. While many U.S. soybean processors have been dealing with substandard soybean quality in 2013 due to drought, the locally-grown beans we received have been low in moisture, high in oil and protein content, and producing higher than historical yields. Demand for soybean meal increased primarily because of a decrease in supply of distillers grains, a competing feed substitute for soybean meal.
 
Operating Expenses – Consolidated administrative expenses, including all selling, general and administrative expenses, increased $272,000 for the nine-month period ended September 30, 2013, compared to the same period in 2012. The increase in administrative costs is mainly due to an increase in personnel costs in connection with our employee profit-sharing program.
 
Interest Expense – Interest expense increased $63,000, or 4.9%, during the nine-month period ended September 30, 2013, compared to the same period in 2012. This increase is due to increased debt levels used for continuing operations, which resulted from increased inventory quantities. The average debt level during the nine-month period ended September 30, 2013 is approximately $40.3 million, compared to $30.4 million for the same period in 2012. The increase in interest expense is partially offset by a decrease in interest rates on our senior debt with CoBank. As of September 30, 2013, the interest rate on our seasonal line of credit was 2.93% compared to 4.57% as of September 30, 2012.
 
Other Non-Operating Income – Other non-operating income, including patronage dividend income, increased $288,000, or 15.7%, for the nine-month period ended September 30, 2013, compared to the same period in 2012. The increase is primarily due to an increase in patronage allocations from our associated cooperatives, including CoBank and Minnesota Soybean Processors.
 
 
20

 
Income (Loss) from Discontinued Operations –During the nine-month period ended September 30, 2013, we generated an income of $9,000 within this segment, compared to a loss of $107,000 during the same period in 2012. The improvement is the result of our decision to dissolve our polyurethane segment in December 2012, including our wholly-owned subsidiary USSC, and place for sale the segment’s assets and business. 
 
Net Income/Loss – We generated a net income of $15.0 million during the nine-month period ended September 30, 2013, compared to $9.4 million during the same period in 2012. The $5.6 million increase is primarily attributable to an increase in gross profit associated with improved soybean quality within our region and increased demand for soybean meal.
 
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 September 30, 2013, we had working capital, defined as current assets less current liabilities, of approximately $24.5 million, compared to working capital of approximately $13.3 million on September 30, 2012. Working capital increased between periods primarily due to an increase in net income and the receipt of $2.7 million for the retirement of patronage allocations. Based on our current 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 nine-month periods ended September 30, 2013 and 2012:
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Net cash from (used for) operating activities
 
$
31,414,465
 
$
(38,544,662)
 
Net cash (used for) investing activities
 
 
(1,888,881)
 
 
(1,255,449)
 
Net cash from (used for) financing activities
 
 
(26,771,106)
 
 
39,800,011
 
 
Cash Flows from Operations
 
The $70.0 million change in cash flows from (used for) operating activities is primarily attributed to a $39.1 million decrease in inventories during the nine-month period ended September 30, 2013, compared to a $69.9 million increase during the same period in 2012. Partially offsetting the change in cash flows resulting from inventories is a $23.5 million decrease in accrued commodity purchases during the nine-month period ended September 30, 2013, compared to a $21.8 million increase during the same period in 2012. These changes in inventories and accrued commodity purchases are a result of the timing of the soybean harvest. 
 
Cash Flows Used For Investing Activities
 
The cash flows used for investing activities increased $633,000 during the nine months ended September 30, 2013, compared to the same period in 2012. The increase is the result of $3.3 million in additional spending on capital improvements in 2013 compared to 2012 for purposes of improving the quality and efficiency of our operations. Offsetting this increase in spending is our receipt of $2.7 million from CHS in February 2013 for the retirement of previous patronage allocations, which we did not receive in 2012.
 
Cash Flows Used For Financing Activities
 
The $66.6 million change in cash flows from (used for) financing activities is principally due to a $16.9 million decrease in short-term borrowings during the nine-month period ended September 30, 2013, compared to a $40.4 million increase during the same period in 2012. The difference is largely due to the timing of harvest.
 
 
21

 
In addition to the change in short-term borrowings, we distributed $5.1 million in cash to members during the first quarter of 2013, which was not made in 2012.
 
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 $12.9 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 from September 20, 2013 to 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 $9.4 million and $14.2 million as of September 30, 2013 and December 31, 2012, respectively. Under this loan, there was an additional $2.2 million in available funds to borrow as of September 30, 2013.
 
The second credit line is a revolving working capital (seasonal) loan that matures on August 1, 2014. The primary purpose of this loan is to finance inventory and receivables. The maximum available to borrow under this credit line is $50 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 $0 and $16.9 million as of September 30, 2013 and December 31, 2012, respectively.  Under this loan, there was an additional $50.0 million in available funds to borrow as of September 30, 2013.
 
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 3.18% and 4.21% as of September 30, 2013 and December 31, 2012, respectively. As of September 30, 2013 and December 31, 2012, the interest rate on the seasonal loan is 2.93% and 3.96%, respectively. We were in compliance with all covenants and conditions under the loans as of September 30, 2013 and the date of this filing.
 
On March 1, 2013, we agreed to make future payments under a loan between the State of South Dakota Department of Transportation and Brookings County Regional Railway Authority.  The State of South Dakota Department of Transportation agreed to loan the Brookings County Regional Railway Authority a total sum of $964,070 for purposes of making improvements to the railway infrastructure near our soybean processing facility in Volga, South Dakota. The interest rate on the loan is 2.0% per year. Principal and interest payments are due annually with the first payment due on June 1, 2014 and the final payment due at maturity on June 1, 2020. There were no advances outstanding on this loan as of September 30, 2013.
 
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, Flagship Rail Services and GATX Corporation. Total lease expenses under these arrangements are approximately $1.7 million for each of the nine-month periods ended September 30, 2013 and 2012. Prior to August 1, 2013, the hopper rail cars earned mileage credit from the railroad through a sublease program, which totaled $0.6 million and $1.2 million for the nine-month periods ended September 30, 2013 and 2012, respectively.
 
 
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In addition to rail car leases, we have several operating leases for various equipment and storage facilities. Total lease expense under these arrangements is $107,000 and $121,000 for the nine-month periods ended September 30, 2013 and 2012, 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 $924,000 and $736,000 for the nine-month periods ended September 30, 2013 and 2012, 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 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.
 
 
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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 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.
 
 
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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 internal control over financial reporting during the quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
 
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 September 30, 2013, there were no material changes to the Risk Factors disclosed in Item 1A (Part I) of our 2012 Annual Report on Form 10-K.
 
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.
 
 
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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: November 6, 2013
 
 
By
/s/ Thomas Kersting
 
 
 
Thomas Kersting
 
 
 
Chief Executive Officer (Principal Executive Officer)
 
 
 
Dated: November 6, 2013
 
 
 
By
/s/ Mark Hyde
 
 
 
Mark Hyde
 
 
 
Chief Financial Officer (Principal Financial and Accounting 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)
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 21, 2012.
(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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