x
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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|
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For the fiscal quarter ended March 31, 2013
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o
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Commission file number 000-50254
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company)
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Page No.
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|
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|
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March 31, 2013
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|
December 31, 2012*
|
||||
ASSETS
|
|
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|
||||
|
|
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|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
838,700
|
|
|
$
|
7,662,901
|
|
Accounts receivable
|
5,333,842
|
|
|
4,251,590
|
|
||
Other receivables
|
19,804
|
|
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91,139
|
|
||
Inventory
|
15,058,941
|
|
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11,552,830
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||
Derivative financial instruments
|
2,171,784
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|
3,322,650
|
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||
Prepaid expenses
|
129,693
|
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|
137,990
|
|
||
Total current assets
|
23,552,764
|
|
|
27,019,100
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|
||||
PROPERTY AND EQUIPMENT
|
|
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||||
Land
|
676,097
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|
676,097
|
|
||
Land improvements
|
2,665,358
|
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|
2,665,358
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Buildings
|
8,277,636
|
|
|
8,277,636
|
|
||
Equipment
|
39,828,295
|
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|
39,828,295
|
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||
|
51,447,386
|
|
|
51,447,386
|
|
||
Less accumulated depreciation
|
(27,020,831
|
)
|
|
(26,361,261
|
)
|
||
Net property and equipment
|
24,426,555
|
|
|
25,086,125
|
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||
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|
||||
OTHER ASSETS
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|
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|
||||
Goodwill
|
10,395,766
|
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|
10,395,766
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Investments
|
3,515,782
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|
3,385,479
|
|
||
Other
|
426,963
|
|
|
86,609
|
|
||
Total other assets
|
14,338,511
|
|
|
13,867,854
|
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||
|
|
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|
||||
TOTAL ASSETS
|
$
|
62,317,830
|
|
|
$
|
65,973,079
|
|
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|
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||||
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||||
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March 31, 2013
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December 31, 2012*
|
||||
LIABILITIES AND MEMBERS’ EQUITY
|
|
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|
||||
|
|
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|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Outstanding checks in excess of bank balance
|
$
|
1,144,096
|
|
|
$
|
—
|
|
Accounts payable
|
3,641,184
|
|
|
13,518,218
|
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||
Accrued liabilities
|
392,740
|
|
|
355,278
|
|
||
Derivative financial instruments
|
302,760
|
|
|
535,816
|
|
||
Line of credit payable
|
2,050,000
|
|
|
—
|
|
||
Current portion of notes payable
|
292,146
|
|
|
288,631
|
|
||
Other
|
67,732
|
|
|
34,540
|
|
||
Total current liabilities
|
7,890,658
|
|
|
14,732,483
|
|
||
|
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||||
LONG-TERM LIABILITIES
|
|
|
|
||||
Notes payable, net of current maturities
|
83,167
|
|
|
157,535
|
|
||
Other
|
323,626
|
|
|
8,726
|
|
||
Total long-term liabilities
|
406,793
|
|
|
166,261
|
|
||
|
|
|
|
||||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
||||
|
|
|
|
||||
MEMBERS' EQUITY (29,620,000 units issued and outstanding)
|
54,020,379
|
|
|
51,074,335
|
|
||
|
|
|
|
||||
TOTAL LIABILITIES AND MEMBERS' EQUITY
|
$
|
62,317,830
|
|
|
$
|
65,973,079
|
|
|
|
|
|
||||
|
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Three Months
Ended March 31, 2013 |
|
Three Months
Ended March 31, 2012 |
||||
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||||
REVENUES
|
$
|
38,292,468
|
|
|
$
|
32,005,292
|
|
|
|
|
|
||||
COSTS OF REVENUES
|
34,695,661
|
|
|
30,684,024
|
|
||
|
|
|
|
||||
GROSS PROFIT
|
3,596,807
|
|
|
1,321,268
|
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||
|
|
|
|
||||
OPERATING EXPENSES
|
756,171
|
|
|
768,173
|
|
||
|
|
|
|
||||
INCOME FROM OPERATIONS
|
2,840,636
|
|
|
553,095
|
|
||
|
|
|
|
||||
OTHER INCOME (EXPENSE)
|
|
|
|
||||
Interest and other income
|
8,651
|
|
|
7,472
|
|
||
Equity in net income of investments
|
130,303
|
|
|
19,541
|
|
||
Interest and other expense
|
(33,546
|
)
|
|
(11,458
|
)
|
||
Total other income
|
105,408
|
|
|
15,555
|
|
||
|
|
|
|
||||
NET INCOME
|
$
|
2,946,044
|
|
|
$
|
568,650
|
|
|
|
|
|
||||
BASIC AND DILUTED EARNINGS PER UNIT
|
$
|
0.10
|
|
|
$
|
0.02
|
|
|
|
|
|
||||
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING FOR THE CALCULATION OF BASIC & DILUTED EARNINGS PER UNIT
|
29,620,000
|
|
|
29,620,000
|
|
||
|
|
|
|
||||
DISTRIBUTIONS DECLARED PER UNIT
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
Three Months Ended
March 31, 2013 |
|
Three Months Ended
March 31, 2012 |
||||
|
|
|
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
2,946,044
|
|
|
$
|
568,650
|
|
Changes to net income affecting cash and cash equivalents
|
|
|
|
||||
Depreciation and amortization
|
700,299
|
|
|
665,288
|
|
||
Equity in net income of investments
|
(130,303
|
)
|
|
(19,541
|
)
|
||
(Increase) decrease in
|
|
|
|
||||
Receivables
|
(1,010,917
|
)
|
|
174,804
|
|
||
Inventory
|
(3,506,111
|
)
|
|
(3,055,328
|
)
|
||
Prepaid expenses
|
8,297
|
|
|
(7,662
|
)
|
||
Derivative financial instruments
|
917,810
|
|
|
44,436
|
|
||
Increase (decrease) in
|
|
|
|
|
|||
Accounts payable
|
(9,731,737
|
)
|
|
(7,774,059
|
)
|
||
Accrued and other liabilities
|
37,462
|
|
|
(270,762
|
)
|
||
NET CASH (USED IN) OPERATING ACTIVITIES
|
(9,769,156
|
)
|
|
(9,674,174
|
)
|
||
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
||||
Purchase of property and equipment
|
(145,298
|
)
|
|
(106,489
|
)
|
||
Change in other assets
|
(32,990
|
)
|
|
—
|
|
||
NET CASH (USED IN) INVESTING ACTIVITIES
|
(178,288
|
)
|
|
(106,489
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
||||
Increase in outstanding checks in excess of bank balance
|
1,144,096
|
|
|
—
|
|
||
Net borrowings on line of credit
|
2,050,000
|
|
|
—
|
|
||
Principal payments on long-term notes payable
|
(70,853
|
)
|
|
(180,014
|
)
|
||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
3,123,243
|
|
|
(180,014
|
)
|
||
|
|
|
|
|
|||
NET DECREASE IN CASH
|
(6,824,201
|
)
|
|
(9,960,677
|
)
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
7,662,901
|
|
|
11,225,659
|
|
||
|
|
|
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
838,700
|
|
|
$
|
1,264,982
|
|
|
|
|
|
||||
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
27,747
|
|
|
$
|
10,204
|
|
|
|
Balance Sheet Classification
|
|
March 31, 2013
|
|
December 31, 2012*
|
||||
Forward contracts in gain position
|
|
Current Assets
|
|
$
|
500,795
|
|
|
$
|
912,248
|
|
Futures contracts in gain position
|
|
Current Assets
|
|
284,038
|
|
|
974,132
|
|
||
Futures contracts in loss position
|
|
(Current Liabilities)
|
|
(74,513
|
)
|
|
(291,119
|
)
|
||
Total forward and futures contracts
|
|
|
|
710,320
|
|
|
1,595,261
|
|
||
Cash held by broker
|
|
|
|
1,461,464
|
|
|
1,727,389
|
|
||
|
|
Current Assets
|
|
$
|
2,171,784
|
|
|
$
|
3,322,650
|
|
|
|
|
|
|
|
|
||||
Forward contracts in loss position
|
|
(Current Liabilities)
|
|
$
|
302,760
|
|
|
$
|
(535,816
|
)
|
|
|
Statement of Income
|
|
Three Months Ended March 31,
|
||||||
|
|
Classification
|
|
2013
|
|
2012
|
||||
Net realized and unrealized gains (losses) related to purchase contracts:
|
|
|
|
|
|
|
||||
Futures contracts
|
|
Cost of Revenues
|
|
$
|
(239,414
|
)
|
|
$
|
735,015
|
|
Forward contracts
|
|
Cost of Revenues
|
|
$
|
(62,951
|
)
|
|
$
|
(807,610
|
)
|
|
|
March 31, 2013
|
|
December 31, 2012*
|
||||
Raw materials
|
|
$
|
10,832,060
|
|
|
$
|
8,117,020
|
|
Finished goods
|
|
2,234,254
|
|
|
1,525,812
|
|
||
Work in process
|
|
1,065,071
|
|
|
990,002
|
|
||
Parts inventory
|
|
927,556
|
|
|
919,996
|
|
||
|
|
$
|
15,058,941
|
|
|
$
|
11,552,830
|
|
Years Ending March 31,
|
|
Amount
|
||
2014
|
|
$
|
292,146
|
|
2015
|
|
77,650
|
|
|
2016
|
|
5,517
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
March 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments, futures contracts
|
|
$
|
284,038
|
|
|
$
|
284,038
|
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
500,795
|
|
|
$
|
—
|
|
|
$
|
500,795
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments, futures contracts
|
|
$
|
(74,513
|
)
|
|
$
|
(74,513
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
(302,760
|
)
|
|
$
|
—
|
|
|
$
|
(302,760
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2012*
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments, futures contracts
|
|
$
|
974,132
|
|
|
$
|
974,132
|
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
912,248
|
|
|
$
|
—
|
|
|
$
|
912,248
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments, futures contracts
|
|
$
|
(291,119
|
)
|
|
$
|
(291,119
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
(535,816
|
)
|
|
$
|
—
|
|
|
$
|
(535,816
|
)
|
|
$
|
—
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Sales ethanol
|
|
$
|
27,674,376
|
|
|
$
|
24,212,362
|
|
Sales distiller's grains and corn oil
|
|
1,784,571
|
|
|
1,345,013
|
|
||
|
|
|
|
|
||||
Marketing fees ethanol
|
|
64,152
|
|
|
46,713
|
|
||
Marketing fees distillers grains and corn oil
|
|
9,474
|
|
|
9,027
|
|
||
|
|
|
|
|
||||
|
|
March 31, 2013
|
|
December 31, 2012
|
||||
Amounts due included in accounts receivable
|
|
$
|
3,391,861
|
|
|
$
|
3,142,616
|
|
|
|
2013
|
|
2012
|
||||||||||
Income Statement Data
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Revenue
|
|
$
|
38,292,468
|
|
|
100.0
|
|
|
$
|
32,005,292
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of Revenues
|
|
34,695,661
|
|
|
90.6
|
|
|
30,684,024
|
|
|
95.9
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Gross Profit
|
|
3,596,807
|
|
|
9.4
|
|
|
1,321,268
|
|
|
4.1
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Operating Expense
|
|
756,171
|
|
|
2.0
|
|
|
768,173
|
|
|
2.4
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Income from Operations
|
|
2,840,636
|
|
|
7.4
|
|
|
553,095
|
|
|
1.7
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Other Income
|
|
105,408
|
|
|
0.3
|
|
|
15,555
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
2,946,044
|
|
|
7.7
|
|
|
$
|
568,650
|
|
|
1.8
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Net cash (used in) operating activities
|
|
$
|
(9,769,156
|
)
|
|
$
|
(9,674,174
|
)
|
Net cash (used in) investing activities
|
|
(178,288
|
)
|
|
(106,489
|
)
|
||
Net cash provided by (used for) financing activities
|
|
3,123,243
|
|
|
(180,014
|
)
|
|
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
|
|
Unit of Measure
|
|
Hypothetical Adverse Change in Price
|
|
Approximate Adverse Change to Income
|
||||
Ethanol
|
49,000,000
|
|
|
Gallons
|
|
10
|
%
|
|
$
|
11,795,525
|
|
Corn
|
15,940,201
|
|
|
Bushels
|
|
10
|
%
|
|
$
|
10,950,918
|
|
Natural Gas
|
1,400,000
|
|
|
MMBTU
|
|
10
|
%
|
|
$
|
550,200
|
|
|
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
|
|
Unit of Measure
|
|
Hypothetical Adverse Change in Price
|
|
Approximate Adverse Change to Income
|
||||
Ethanol
|
49,000,000
|
|
|
Gallons
|
|
10
|
%
|
|
$
|
9,849,000
|
|
Corn
|
15,208,204
|
|
|
Bushels
|
|
10
|
%
|
|
$
|
10,539,285
|
|
Natural Gas
|
1,330,000
|
|
|
MMBTU
|
|
10
|
%
|
|
$
|
456,190
|
|
Exhibit No.
|
Exhibit
|
|
10.1
|
|
Fourth Amendment to First Amended and Restated Construction Loan Agreement between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 1, 2013.
|
10.2
|
|
Third Amended and Restated Revolving Promissory Note between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 1, 2013.
|
31.1
|
|
Certificate Pursuant to 17 CFR 240.13a-14(a)*
|
31.2
|
|
Certificate Pursuant to 17 CFR 240.13a-14(a)*
|
32.1
|
|
Certificate Pursuant to 18 U.S.C. Section 1350*
|
32.2
|
|
Certificate Pursuant to 18 U.S.C. Section 1350*
|
101
|
|
The following financial information from Lake Area Corn Processors, LLC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012, (ii) Consolidated Statements of Income for the three months ended March 31, 2013 and 2012, (iii) Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012, and (iv) the Notes to Unaudited Consolidated Financial Statements.**
|
|
LAKE AREA CORN PROCESSORS, LLC
|
||
|
|
||
Date:
|
May 13, 2013
|
/s/ Scott Mundt
|
|
|
Scott Mundt
|
||
|
President and Chief Executive Officer
(Principal Executive Officer)
|
||
|
|
||
Date:
|
May 13, 2013
|
/s/ Rob Buchholtz
|
|
|
Rob Buchholtz
|
||
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
BORROWER:
|
|
|
|
DAKOTA ETHANOL, L.L.C.
|
|
|
|
By: /s/ Scott Mundt
|
|
Name: Scott Mundt
|
|
Title: CEO
|
|
|
|
LENDER:
|
|
|
|
FIRST NATIONAL BANK OF OMAHA
|
|
|
|
By: /s/ Jeremy Reineke
|
|
Name: Jeremy Reineke
|
|
Title: Vice President
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 13, 2013
|
/s/ Scott Mundt
|
|
|
|
Scott Mundt,
Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 13, 2013
|
/s/ Robbi Buchholtz
|
|
|
|
Robbi Buchholtz,
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Dated:
|
May 13, 2013
|
|
/s/ Scott Mundt
|
|
|
|
Scott Mundt,
|
|
|
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Dated:
|
May 13, 2013
|
|
/s/ Robbi Buchholtz
|
|
|
|
Robbi Buchholtz,
|
|
|
|
Chief Financial Officer
|
|
|
|
|