South Dakota Soybean Processors, LLC
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(Exact name of registrant as specified in its charter)
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South Dakota
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46-0462968
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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100 Caspian Avenue; PO Box 500
Volga, South Dakota
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57071
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(Address of Principal Executive Offices
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(Zip Code)
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(605) 627-9240
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(Registrant's telephone number, including area code)
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¨
Large Accelerated Filer
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¨
Accelerated Filer
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x
Non-Accelerated Filer
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¨
Smaller Reporting Company
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(do not check if a smaller reporting company)
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Page
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•
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Changes in the weather or general economic conditions impacting the availability and price of soybeans and natural gas;
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•
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Global, national and regional agricultural, economic, financial and commodities market, political, social, and health conditions;
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•
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Fluctuations in U.S. oil consumption and petroleum prices;
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•
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Changes in perception of food quality and safety;
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•
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Damage to or loss of our facilities due to casualty, weather, mechanical failure or any extended or extraordinary maintenance or inspection that may be required;
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•
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Changes in business strategy, capital improvements or development plans;
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•
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Changes in the availability of credit and interest rates;
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•
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The availability of additional capital to support capital improvements, development and projects; and
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•
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Other factors discussed under the item below entitled “Risk Factors.”
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State
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Production (bushels)
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Illinois
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612 million
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Iowa
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562 million
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Minnesota
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380 million
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Nebraska
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326 million
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Indiana
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321 million
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Missouri
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290 million
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Ohio
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252 million
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South Dakota
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241 million
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North Dakota
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240 million
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Market
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Soybean
Meal
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Crude
Soybean
Oil
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Refined
Oil
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Local
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40%
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23%
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26%
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Other U.S. States
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30%
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77%
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70%
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Export
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30%
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—
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4%
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Quarter
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Low Price
(1)
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High Price
(1)
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Average
Price
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# of
Capital
Units Matched
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|||||||
First Quarter 2016
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$
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3.59
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$
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4.06
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$
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3.90
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77,500
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Second Quarter 2016
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$
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3.50
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$
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3.75
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$
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3.60
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56,500
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Third Quarter 2016
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$
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3.65
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$
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3.75
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$
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3.71
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40,000
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Fourth Quarter 2016
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$
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3.39
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$
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3.50
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$
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3.44
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45,500
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First Quarter 2017
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$
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3.39
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$
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3.59
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$
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3.47
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61,000
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Second Quarter 2017
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$
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3.28
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$
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3.62
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$
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3.50
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41,250
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Third Quarter 2017
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$
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3.23
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$
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3.49
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$
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3.38
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43,750
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Fourth Quarter 2017
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$
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3.31
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$
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3.51
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$
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3.41
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85,000
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(1)
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The qualified matching service rules prohibit firm bids; therefore, the prices reflect actual sale prices of the capital units.
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2017
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2016
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2015
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2014
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2013
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||||||||||
Bushels processed
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31,577,132
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31,735,399
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29,923,155
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28,190,596
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27,159,521
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Statement of Operations Data:
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Revenues
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$
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375,256,342
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$
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377,931,693
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$
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367,560,428
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$
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434,842,176
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$
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468,833,992
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Costs & expenses:
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|||||
Cost of goods sold
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(364,133,733
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)
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(363,829,609
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)
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(342,658,664
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)
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(412,855,361
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)
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(446,180,873
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)
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|||||
Operating expenses
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(3,211,255
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)
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(3,441,446
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)
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(3,567,038
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)
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(4,338,147
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)
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(2,884,760
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)
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|||||
Operating profit (loss)
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7,911,354
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10,660,638
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21,334,726
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17,648,668
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19,768,359
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Non-operating income (loss)
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(437,744
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)
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2,340,072
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2,168,860
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3,494,460
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3,079,755
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|||||
Interest expense
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(704,601
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)
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(413,863
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)
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(551,180
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)
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(1,076,620
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)
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(1,665,339
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)
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Income tax benefit (expense)
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(1,941
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)
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6,209
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(570
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)
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(1,870
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)
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(1,000
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)
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Income (loss) from continuing operations
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6,767,068
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12,593,056
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22,951,836
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20,064,638
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21,181,775
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Gain (loss) on discontinued operations
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—
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—
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—
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—
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9,272
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Net income (loss)
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$
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6,767,068
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$
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12,593,056
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$
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22,951,836
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$
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20,064,638
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$
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21,191,047
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Weighted average capital units outstanding
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30,419,000
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30,419,000
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30,419,000
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30,419,000
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30,419,000
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Net income (loss) per capital unit
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$
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0.222
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$
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0.414
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$
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0.755
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$
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0.660
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$
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0.697
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Balance Sheet Data:
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|||||
Working capital
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$
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15,668,312
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$
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21,794,589
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$
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28,143,049
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$
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21,909,558
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$
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14,578,205
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Net property, plant & equipment
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55,531,308
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44,751,140
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40,921,077
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38,750,892
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29,838,791
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|||||
Total assets
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123,216,647
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|
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121,240,557
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|
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122,914,781
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|
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117,137,344
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|
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135,156,519
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|||||
Long-term obligations
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5,102,818
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724,035
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787,096
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896,260
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4,091,791
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|||||
Members’ equity
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69,375,206
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|
72,052,927
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|
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74,508,352
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|
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66,604,997
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|
|
46,541,671
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|
|||||
Other Data:
|
|
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|||||
Capital expenditures
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$
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14,494,447
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$
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7,065,332
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$
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5,225,636
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$
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10,981,737
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5,435,284
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Distributions to members
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$
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9,444,789
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$
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15,048,481
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$
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15,048,481
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|
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$
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11,001,312
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|
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$
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5,076,105
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|
Distributions to members per capital unit
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$
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0.310
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$
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0.495
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$
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0.495
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|
|
$
|
0.362
|
|
|
$
|
0.167
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|
|
Year Ended December 31, 2017
|
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Year Ended December 31, 2016
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||||||||||
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$
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|
% of
Revenue
|
|
$
|
|
% of
Revenue
|
||||||
Revenue
|
$
|
375,256,342
|
|
|
100.0
|
|
|
$
|
377,931,693
|
|
|
100.0
|
|
Cost of revenues
|
(364,133,733
|
)
|
|
(97.0
|
)
|
|
(363,829,609
|
)
|
|
(96.3
|
)
|
||
Operating expenses
|
(3,211,255
|
)
|
|
(0.9
|
)
|
|
(3,441,446
|
)
|
|
(0.9
|
)
|
||
Other income (expense)
|
(1,142,345
|
)
|
|
(0.3
|
)
|
|
1,926,209
|
|
|
0.5
|
|
||
Income tax (expense), net
|
(1,941
|
)
|
|
—
|
|
|
6,209
|
|
|
—
|
|
||
Net income (loss)
|
$
|
6,767,068
|
|
|
1.8
|
|
|
$
|
12,593,056
|
|
|
3.3
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||
|
$
|
|
% of
Revenue
|
|
$
|
|
% of
Revenue
|
||||||
Revenue
|
$
|
377,931,693
|
|
|
100.0
|
|
|
$
|
367,560,428
|
|
|
100.0
|
|
Cost of revenues
|
(363,829,609
|
)
|
|
(96.3
|
)
|
|
(342,658,664
|
)
|
|
(93.2
|
)
|
||
Operating expenses
|
(3,441,446
|
)
|
|
(0.9
|
)
|
|
(3,567,038
|
)
|
|
(1.0
|
)
|
||
Other income (expense)
|
1,926,209
|
|
|
0.5
|
|
|
1,617,680
|
|
|
0.4
|
|
||
Income tax (expense), net
|
6,209
|
|
|
—
|
|
|
(570
|
)
|
|
—
|
|
||
Net income (loss)
|
$
|
12,593,056
|
|
|
3.3
|
|
|
$
|
22,951,836
|
|
|
6.2
|
|
|
2017
|
|
2016
|
||||
Net cash from operating activities
|
$
|
7,397,180
|
|
|
$
|
18,147,344
|
|
Net cash used for investing activities
|
(11,151,829
|
)
|
|
(8,933,932
|
)
|
||
Net cash used for financing activities
|
(7,216,476
|
)
|
|
(15,951,226
|
)
|
|
2016
|
|
2015
|
||||
Net cash from operating activities
|
$
|
18,147,344
|
|
|
$
|
24,410,610
|
|
Net cash used for investing activities
|
(8,933,932
|
)
|
|
(4,584,583
|
)
|
||
Net cash used for financing activities
|
(15,951,226
|
)
|
|
(12,177,511
|
)
|
|
|
Payment due by period
|
||||||||||||||||||
CONTRACTUAL
OBLIGATIONS
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5
years
|
||||||||||
Long-Term Debt Obligations (1)
|
|
$
|
5,984,000
|
|
|
$
|
175,000
|
|
|
$
|
925,000
|
|
|
$
|
684,000
|
|
|
$
|
4,200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Lease Obligations
|
|
10,962,000
|
|
|
2,905,000
|
|
|
5,486,000
|
|
|
2,571,000
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
16,946,000
|
|
|
$
|
3,080,000
|
|
|
$
|
6,411,000
|
|
|
$
|
3,255,000
|
|
|
$
|
4,200,000
|
|
(1)
|
Represents principal and interest payments on our notes payable, which are included on our Balance Sheet.
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|
/s/ Thomas Kersting
|
|
Thomas Kersting, Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ Mark Hyde
|
|
Mark Hyde, Chief Financial Officer
|
|
(Principal Financial Officer)
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Exhibit
Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
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||
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||
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Exhibit
Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
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||
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||
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||
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|
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SOUTH DAKOTA SOYBEAN PROCESSORS, LLC
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Thomas Kersting
|
|
|
|
Thomas Kersting, Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Dated:
|
March 21, 2018
|
|
/s/ Mark Hyde
|
|
|
|
Mark Hyde, Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Dated:
|
March 21, 2018
|
By
|
/s/ Thomas Kersting
|
|
|
|
Thomas Kersting, Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Mark Hyde
|
|
|
|
Mark Hyde
|
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
Dated:
|
March 21, 2018
|
By
|
/s/ Ronald Anderson
|
|
|
|
Ronald Anderson, Manager
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Paul Barthel
|
|
|
|
Paul Barthel, Manager
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Mark Brown
|
|
|
|
Mark Brown, Manager
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Gary Duffy
|
|
|
|
Gary Duffy, Manager
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Wayne Enger
|
|
|
|
Wayne Enger, Manager
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Gary Goplen
|
|
|
|
Gary Goplen, Manager
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Jeffrey Hanson
|
|
|
|
Jeffrey Hanson, Manager
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Kent Howell
|
|
|
|
Kent Howell, Manager
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Jonathan Kleinjan
|
|
|
|
Jonathan Kleinjan
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Gary Kruggel
|
|
|
|
Gary Kruggel, Manager
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Robert Nelsen
|
|
|
|
Robert Nelsen, Manager
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Maurice Odenbrett
|
|
|
|
Maurice Odenbrett, Manager
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Ned Skinner
|
|
|
|
Ned Skinner, Manager
|
|
|
|
|
Dated:
|
March 21, 2018
|
By
|
/s/ Randy Tauer
|
|
|
|
Randy Tauer, Manager
|
|
|
|
|
Dated
:
|
March 21, 2018
|
By
|
/s/ Ardon Wek
|
|
|
|
Ardon Wek, Manager
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
683,523
|
|
|
$
|
11,654,648
|
|
Trade accounts receivable
|
19,800,646
|
|
|
20,352,581
|
|
||
Inventories
|
37,966,087
|
|
|
32,393,421
|
|
||
Margin deposits
|
4,377,752
|
|
|
2,400,892
|
|
||
Prepaid expenses
|
1,578,927
|
|
|
1,456,642
|
|
||
Convertible notes receivable
|
—
|
|
|
2,000,000
|
|
||
Total current assets
|
64,406,935
|
|
|
70,258,184
|
|
||
|
|
|
|
||||
Property and equipment
|
103,325,413
|
|
|
89,832,688
|
|
||
Less accumulated depreciation
|
(47,794,105
|
)
|
|
(45,081,548
|
)
|
||
Total property and equipment, net
|
55,531,308
|
|
|
44,751,140
|
|
||
|
|
|
|
||||
Other assets
|
|
|
|
|
|
||
Equity investment in affiliate
|
1,750,513
|
|
|
—
|
|
||
Investments in cooperatives
|
1,527,891
|
|
|
6,231,233
|
|
||
Total other assets
|
3,278,404
|
|
|
6,231,233
|
|
||
|
|
|
|
||||
Total assets
|
$
|
123,216,647
|
|
|
$
|
121,240,557
|
|
|
|
|
|
||||
Liabilities and Members' Equity
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
||||
Excess of outstanding checks over bank balance
|
$
|
4,494,963
|
|
|
$
|
6,643,226
|
|
Current maturities of long-term debt
|
60,749
|
|
|
59,558
|
|
||
Accounts payable
|
1,932,758
|
|
|
1,456,802
|
|
||
Accrued commodity purchases
|
37,642,811
|
|
|
35,688,152
|
|
||
Accrued expenses
|
2,166,849
|
|
|
2,380,947
|
|
||
Accrued interest
|
178,831
|
|
|
201,465
|
|
||
Deferred liabilities - current
|
2,261,662
|
|
|
2,033,445
|
|
||
Total current liabilities
|
48,738,623
|
|
|
48,463,595
|
|
||
|
|
|
|
|
|
||
Long-term debt, net of current maturities and unamortized debt issuance costs
|
5,102,818
|
|
|
724,035
|
|
||
|
|
|
|
||||
Commitments and contingencies (Notes 9, 10, 12, 17 & 19)
|
|
|
|
|
|
||
|
|
|
|
||||
Members' equity Class A Units, no par value, 30,419,000 units issued and outstanding
|
69,375,206
|
|
|
72,052,927
|
|
||
|
|
|
|
||||
Total liabilities and members' equity
|
$
|
123,216,647
|
|
|
$
|
121,240,557
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Net revenues
|
$
|
375,256,342
|
|
|
$
|
377,931,693
|
|
|
$
|
367,560,428
|
|
|
|
|
|
|
|
||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|||
Cost of product sold
|
305,916,591
|
|
|
304,374,614
|
|
|
287,339,317
|
|
|||
Production
|
24,448,686
|
|
|
24,208,809
|
|
|
22,817,827
|
|
|||
Freight and rail
|
33,101,043
|
|
|
34,554,001
|
|
|
31,827,183
|
|
|||
Brokerage fees
|
667,413
|
|
|
692,185
|
|
|
674,337
|
|
|||
Total cost of revenues
|
364,133,733
|
|
|
363,829,609
|
|
|
342,658,664
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
11,122,609
|
|
|
14,102,084
|
|
|
24,901,764
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Administration
|
3,211,255
|
|
|
3,441,446
|
|
|
3,567,038
|
|
|||
Operating income
|
7,911,354
|
|
|
10,660,638
|
|
|
21,334,726
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(704,601
|
)
|
|
(413,863
|
)
|
|
(551,180
|
)
|
|||
Other non-operating income (expense)
|
(930,945
|
)
|
|
1,479,226
|
|
|
1,353,050
|
|
|||
Patronage dividend income
|
493,201
|
|
|
860,846
|
|
|
815,810
|
|
|||
Total other income (expense)
|
(1,142,345
|
)
|
|
1,926,209
|
|
|
1,617,680
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
6,769,009
|
|
|
12,586,847
|
|
|
22,952,406
|
|
|||
|
|
|
|
|
|
||||||
Income tax (expense), net
|
(1,941
|
)
|
|
6,209
|
|
|
(570
|
)
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
6,767,068
|
|
|
$
|
12,593,056
|
|
|
$
|
22,951,836
|
|
|
|
|
|
|
|
||||||
Basic and diluted earnings (loss) per capital unit:
|
$
|
0.22
|
|
|
$
|
0.41
|
|
|
$
|
0.75
|
|
|
|
|
|
|
|
||||||
Weighted average number of capital units outstanding for calculation of basic and diluted earnings (loss) per capital unit
|
30,419,000
|
|
|
30,419,000
|
|
|
30,419,000
|
|
|
Class A Units
|
|||||
|
Units
|
|
Amount
|
|||
|
|
|
|
|||
Balances, January 1, 2015
|
30,419,000
|
|
|
$
|
66,604,997
|
|
|
|
|
|
|||
Net income
|
—
|
|
|
22,951,836
|
|
|
|
|
|
|
|||
Distribution to members
|
—
|
|
|
(15,048,481
|
)
|
|
|
|
|
|
|||
Balances, December 31, 2015
|
30,419,000
|
|
|
74,508,352
|
|
|
|
|
|
|
|||
Net income
|
—
|
|
|
12,593,056
|
|
|
|
|
|
|
|||
Distribution to members
|
—
|
|
|
(15,048,481
|
)
|
|
|
|
|
|
|||
Balances, December 31, 2016
|
30,419,000
|
|
|
72,052,927
|
|
|
|
|
|
|
|||
Net income
|
—
|
|
|
6,767,068
|
|
|
|
|
|
|
|||
Distributions to members
|
—
|
|
|
(9,444,789
|
)
|
|
|
|
|
|
|||
Balances, December 31, 2017
|
30,419,000
|
|
|
$
|
69,375,206
|
|
|
|||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
6,767,068
|
|
|
$
|
12,593,056
|
|
|
$
|
22,951,836
|
|
Charges and credits to net income not affecting cash:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
3,624,962
|
|
|
3,234,787
|
|
|
2,902,546
|
|
|||
Loss on sale of investments in cooperatives
|
1,451,728
|
|
|
—
|
|
|
—
|
|
|||
(Gain) loss on sales of property and equipment
|
8,527
|
|
|
(126,387
|
)
|
|
127,837
|
|
|||
Loss on equity method investment
|
411,050
|
|
|
—
|
|
|
—
|
|
|||
Non-cash patronage dividends and interest income
|
(168,379
|
)
|
|
(6,225
|
)
|
|
—
|
|
|||
Change in current operating assets and liabilities
|
(4,697,776
|
)
|
|
2,452,113
|
|
|
(1,571,609
|
)
|
|||
Net cash from operating activities
|
7,397,180
|
|
|
18,147,344
|
|
|
24,410,610
|
|
|||
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
|
|
|
|||
Proceeds from investments in cooperatives
|
3,258,430
|
|
|
—
|
|
|
—
|
|
|||
Retirement of patronage dividends
|
—
|
|
|
—
|
|
|
611,453
|
|
|||
Purchase of convertible notes receivable
|
—
|
|
|
(2,000,000
|
)
|
|
—
|
|
|||
Proceeds from sales of property and equipment
|
84,188
|
|
|
131,400
|
|
|
29,600
|
|
|||
Purchase of property and equipment
|
(14,494,447
|
)
|
|
(7,065,332
|
)
|
|
(5,225,636
|
)
|
|||
Net cash (used for) investing activities
|
(11,151,829
|
)
|
|
(8,933,932
|
)
|
|
(4,584,583
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|||
Change in excess of outstanding checks over bank balances
|
(2,148,263
|
)
|
|
(842,681
|
)
|
|
2,933,754
|
|
|||
Distributions to members
|
(9,444,789
|
)
|
|
(15,048,481
|
)
|
|
(15,048,481
|
)
|
|||
Payments for debt issue costs
|
(14,000
|
)
|
|
—
|
|
|
(6,500
|
)
|
|||
Proceeds from long-term debt
|
132,599,815
|
|
|
87,096,560
|
|
|
68,154,464
|
|
|||
Principal payments on long-term debt
|
(128,209,239
|
)
|
|
(87,156,624
|
)
|
|
(68,210,748
|
)
|
|||
Net cash (used for) financing activities
|
(7,216,476
|
)
|
|
(15,951,226
|
)
|
|
(12,177,511
|
)
|
|||
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
(10,971,125
|
)
|
|
(6,737,814
|
)
|
|
7,648,516
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents, beginning of year
|
11,654,648
|
|
|
18,392,462
|
|
|
10,743,946
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents, end of year
|
$
|
683,523
|
|
|
$
|
11,654,648
|
|
|
$
|
18,392,462
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
|
|||
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|||
Interest
|
$
|
727,235
|
|
|
$
|
437,671
|
|
|
$
|
676,739
|
|
|
|
|
|
|
|
||||||
Income taxes
|
$
|
46,461
|
|
|
$
|
42,261
|
|
|
$
|
2,615
|
|
Building and improvements
|
10-39 years
|
Equipment and furnishings
|
3-15 years
|
|
2017
|
|
2016
|
||||
Past due:
|
|
|
|
|
|
||
Less than 30 days past due
|
$
|
4,461,039
|
|
|
$
|
3,537,380
|
|
30-59 days past due
|
240,280
|
|
|
109,345
|
|
||
60-89 days past due
|
15,061
|
|
|
—
|
|
||
Greater than 90 days past due
|
25,715
|
|
|
—
|
|
||
Total past due
|
4,742,095
|
|
|
3,646,725
|
|
||
Current
|
15,058,551
|
|
|
16,705,856
|
|
||
Totals
|
$
|
19,800,646
|
|
|
$
|
20,352,581
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balances, beginning of year
|
$
|
—
|
|
|
$
|
495,000
|
|
|
$
|
—
|
|
Amounts charged (credited) to costs and expenses
|
—
|
|
|
322,065
|
|
|
511,404
|
|
|||
Additions (deductions)
|
—
|
|
|
(817,065
|
)
|
|
(16,404
|
)
|
|||
Balances, end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
495,000
|
|
|
2017
|
|
2016
|
||||
Finished goods
|
$
|
21,273,635
|
|
|
$
|
19,740,287
|
|
Raw materials
|
16,432,849
|
|
|
12,406,656
|
|
||
Supplies & miscellaneous
|
259,603
|
|
|
246,478
|
|
||
Totals
|
$
|
37,966,087
|
|
|
$
|
32,393,421
|
|
|
2017
|
|
2016
|
||||
Revenues
|
$
|
772,915
|
|
|
$
|
639,243
|
|
Expenses
|
(3,970,306
|
)
|
|
(3,631,293
|
)
|
||
Other income (expense)
|
(159,255
|
)
|
|
138,188
|
|
||
Net income (loss)
|
$
|
(3,356,646
|
)
|
|
$
|
(2,853,862
|
)
|
|
|
|
|
||||
Assets
|
$
|
3,981,214
|
|
|
$
|
2,444,926
|
|
Liabilities
|
5,527,285
|
|
|
5,978,963
|
|
||
Equity
|
(1,546,071
|
)
|
|
(3,534,037
|
)
|
|
2017
|
|
2016
|
||||
Minnesota Soybean Processors:
|
|
|
|
|
|
||
Common stock and Class A Preferred Shares
|
$
|
—
|
|
|
$
|
4,710,159
|
|
CoBank
|
1,527,891
|
|
|
1,521,074
|
|
||
Totals
|
$
|
1,527,891
|
|
|
$
|
6,231,233
|
|
|
2017
|
|
2016
|
||||||||||||
|
Cost
|
|
Accumulated
Depreciation
|
|
Net
|
|
Net
|
||||||||
Land
|
$
|
543,816
|
|
|
$
|
—
|
|
|
$
|
543,816
|
|
|
$
|
543,816
|
|
Land improvements
|
1,775,086
|
|
|
(377,838
|
)
|
|
1,397,248
|
|
|
1,226,137
|
|
||||
Buildings and improvements
|
19,969,718
|
|
|
(8,402,673
|
)
|
|
11,567,045
|
|
|
11,001,370
|
|
||||
Machinery and equipment
|
74,960,126
|
|
|
(38,048,892
|
)
|
|
36,911,234
|
|
|
28,746,321
|
|
||||
Company vehicles
|
123,716
|
|
|
(89,579
|
)
|
|
34,137
|
|
|
54,513
|
|
||||
Furniture and fixtures
|
1,442,380
|
|
|
(875,123
|
)
|
|
567,257
|
|
|
579,195
|
|
||||
Construction in progress
|
4,510,571
|
|
|
—
|
|
|
4,510,571
|
|
|
2,599,788
|
|
||||
Totals
|
$
|
103,325,413
|
|
|
$
|
(47,794,105
|
)
|
|
$
|
55,531,308
|
|
|
$
|
44,751,140
|
|
|
2017
|
|
2016
|
||||
Revolving term loan from CoBank, interest at variable rates (4.02% and 3.23% at December 31, 2017 and 2016, respectively), secured by substantially all property and equipment. Loan matures September 20, 2023.
|
$
|
4,449,981
|
|
|
$
|
—
|
|
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.
|
725,970
|
|
|
785,376
|
|
||
Total debt before current maturities and debt issuance costs
|
5,175,951
|
|
|
785,376
|
|
||
Less current maturities
|
(60,749
|
)
|
|
(59,558
|
)
|
||
Less debt issuance costs, net of amortization of $1,615 and $4,532 as of December 31, 2017 and 2016, respectively
|
(12,384
|
)
|
|
(1,783
|
)
|
||
|
|
|
|
||||
Totals
|
$
|
5,102,818
|
|
|
$
|
724,035
|
|
2018
|
$
|
60,749
|
|
2019
|
61,964
|
|
|
2020
|
603,258
|
|
|
2021
|
—
|
|
|
2022
|
449,980
|
|
|
Thereafter
|
4,000,000
|
|
|
Total
|
$
|
5,175,951
|
|
|
Rail Cars
|
|
Other
|
|
Total
|
||||||
Year ended December 31:
|
|
|
|
|
|
|
|
|
|||
2017
|
$
|
2,888,000
|
|
|
$
|
17,000
|
|
|
$
|
2,905,000
|
|
2018
|
2,869,000
|
|
|
10,000
|
|
|
2,879,000
|
|
|||
2019
|
2,604,000
|
|
|
3,000
|
|
|
2,607,000
|
|
|||
2020
|
1,720,000
|
|
|
—
|
|
|
1,720,000
|
|
|||
2021
|
851,000
|
|
|
—
|
|
|
851,000
|
|
|||
Thereafter
|
—
|
|
|
—
|
|
|
—
|
|
|||
Totals
|
$
|
10,932,000
|
|
|
$
|
30,000
|
|
|
$
|
10,962,000
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
(Increase) decrease in assets:
|
|
|
|
|
|
|
|
|
|||
Trade accounts receivable
|
$
|
551,935
|
|
|
$
|
1,044,158
|
|
|
$
|
1,200,113
|
|
Inventories
|
(5,572,666
|
)
|
|
(5,564,225
|
)
|
|
7,370,010
|
|
|||
Margin account deposit
|
(1,976,860
|
)
|
|
5,066,517
|
|
|
(4,917,544
|
)
|
|||
Prepaid expenses
|
(122,285
|
)
|
|
219,934
|
|
|
(220,800
|
)
|
|||
|
(7,119,876
|
)
|
|
766,384
|
|
|
3,431,779
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Increase (decrease) in liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts payable
|
475,956
|
|
|
(14,565
|
)
|
|
152,529
|
|
|||
Accrued commodity purchases
|
1,954,659
|
|
|
628,510
|
|
|
(4,688,215
|
)
|
|||
Accrued expenses and interest
|
(236,732
|
)
|
|
(423,386
|
)
|
|
7,772
|
|
|||
Deferred liabilities
|
228,217
|
|
|
1,495,170
|
|
|
(475,474
|
)
|
|||
|
2,422,100
|
|
|
1,685,729
|
|
|
(5,003,388
|
)
|
|||
|
|
|
|
|
|
||||||
Totals
|
$
|
(4,697,776
|
)
|
|
$
|
2,452,113
|
|
|
$
|
(1,571,609
|
)
|
|
|
|
Amounts As of December 31, 2017
|
||||||
|
Balance Sheet
Classification
|
|
Asset
Derivatives
|
|
Liability
Derivatives
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||
Commodity contracts
|
Current Assets
|
|
$
|
4,170,434
|
|
|
$
|
5,728,129
|
|
Foreign exchange contracts
|
Current Assets
|
|
61,214
|
|
|
45,792
|
|
||
Interest rate swaps
|
Current Liabilities
|
|
—
|
|
|
3,653
|
|
||
Totals
|
|
|
$
|
4,231,648
|
|
|
$
|
5,777,574
|
|
|
|
|
Amounts As of December 31, 2016
|
||||||
|
Balance Sheet
Classification
|
|
Asset
Derivatives
|
|
Liability
Derivatives
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||
Commodity contracts
|
Current Assets
|
|
$
|
3,451,863
|
|
|
$
|
4,829,001
|
|
Foreign exchange contracts
|
Current Assets
|
|
32,794
|
|
|
20,463
|
|
||
Totals
|
|
|
$
|
3,484,657
|
|
|
$
|
4,849,464
|
|
|
Net Gain (Loss) Recognized on Derivative
Activities for the Year Ending December 31:
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|||
Commodity contracts
|
$
|
5,302,090
|
|
|
$
|
5,269,485
|
|
|
$
|
3,526,586
|
|
Foreign exchange contracts
|
109,211
|
|
|
45,517
|
|
|
130,914
|
|
|||
Interest rate swaps
|
(1,323
|
)
|
|
—
|
|
|
—
|
|
|||
Totals
|
$
|
5,409,978
|
|
|
$
|
5,315,002
|
|
|
$
|
3,657,500
|
|
•
|
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
|
|
Fair Value as of December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inventory
|
$
|
(1,586,664
|
)
|
|
$
|
38,956,476
|
|
|
$
|
—
|
|
|
$
|
37,369,812
|
|
Margin deposits
|
$
|
4,377,752
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,377,752
|
|
|
Fair Value as of December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inventory
|
$
|
(1,377,137
|
)
|
|
$
|
33,159,913
|
|
|
$
|
—
|
|
|
$
|
31,782,776
|
|
Margin deposits
|
$
|
2,400,892
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,400,892
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
300,376,967
|
|
|
$
|
307,744,743
|
|
|
$
|
294,345,947
|
|
Canada
|
74,879,375
|
|
|
70,186,950
|
|
|
73,214,481
|
|
|||
Totals
|
$
|
375,256,342
|
|
|
$
|
377,931,693
|
|
|
$
|
367,560,428
|
|
|
SOUTH DAKOTA SOYBEAN PROCESSORS, LLC
|
|
|
By:
|
/s/ Mark Hyde
|
|
Name:
|
Mark Hyde
|
|
Title:
|
CFO
|
|
COBANK, ACB
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Commitment Period
|
Amount of Commitment
|
As of the date hereof up to and including April 30, 2018
|
$30,000,000.00
|
May 1, 2018 up to and including October 1, 2018
|
$20,000,000.00
|
|
SOUTH DAKOTA SOYBEAN PROCESSORS, LLC
|
|
|
By:
|
/s/ Mark Hyde
|
|
Name:
|
Mark Hyde
|
|
Title:
|
CFO
|
|
COBANK, ACB
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Name of Borrower
|
City, State
|
Date of Period
|
South Dakota Soybean Processors, LLC (18462590)
|
Volga, South Dakota
|
|
PART B--ELIGIBLE INVENTORY
|
|||||||||||||
|
|
|
|
|
|
|
|
||||||
For purposes hereof, ELIGIBLE INVENTORY shall mean inventory which: (a) is of a type shown below; (b) is owned by the borrower and not held by the borrower on consignment or similar basis; (c) is not subject to a lien except in favor of CoBank.
|
|||||||||||||
|
|
|
|
|
|
|
|
||||||
Types of Eligible Inventory
|
AMOUNT
|
Deduction
|
|
ADVANCE
RATE
|
|
ALLOWABLE
ADVANCE
|
|
||||||
Soybeans*
|
$
|
—
|
|
|
X
|
85%
|
=
|
$
|
—
|
|
|
||
Less: Grain Payables
|
|
$
|
—
|
|
X
|
85%
|
=
|
$
|
—
|
|
|
||
|
|
|
|
|
|
|
|
||||||
Soybean Meal**
|
$
|
—
|
|
|
X
|
85%
|
=
|
$
|
—
|
|
|
||
Soybean Oil**
|
$
|
—
|
|
|
X
|
85%
|
=
|
$
|
—
|
|
|
||
Soybean Hulls**
|
$
|
—
|
|
|
X
|
75%
|
=
|
$
|
—
|
|
|
||
Other Inventory
|
$
|
—
|
|
|
X
|
—%
|
=
|
$
|
—
|
|
|
||
TOTAL PART B
|
$
|
—
|
|
|
|
|
|
$
|
—
|
|
|
||
|
|
|
|
|
|
|
|
||||||
* Valued at Bid Price FOB Volga, SD
|
|
|
|
|
|
|
|
||||||
** Valued at Market FOB Volga, SD
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
PART C -- OBLIGATIONS
|
||||
Less:
|
OBLIGATIONS
|
|
||
Book Overdraft (Bank overdraft net of cash available.)
|
$
|
—
|
|
|
Demand Patron Notes/Deposits
|
$
|
—
|
|
|
Accounts Payable Owed to Suppliers with PMSI Filings
|
$
|
—
|
|
|
Outstanding Balance of CoBank Loan(s), (as of date of this report):
|
$
|
—
|
|
|
CoBank Letters of Credit Issued (excluding North Western Services Corp. Letter of Credit)
|
$
|
—
|
|
|
TOTAL PART C (NET OBLIGATIONS SUMMARY)
|
$
|
—
|
|
|
|
|
|
* EXCESS/OVERADVANCE (AS OF END OF PERIOD): TOTAL A + B - C
|
$
|
—
|
|
|
1.
|
I have reviewed the report on Form 10-K of South Dakota Soybean Processors, LLC for the year ended
December 31, 2017
;
|
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 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 the Exchange Act Rules 13a-15(f) and 15(d)-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;
|
5.
|
The registrant’s other certifying officer 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 data; 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.
|
/s/ Thomas Kersting
|
|
Thomas Kersting
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed the report on Form 10-K of South Dakota Soybean Processors, LLC for the year ended
December 31, 2017
;
|
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 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 the Exchange Act Rules 13a-15(f) and 15(d)-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;
|
5.
|
The registrant’s other certifying officer 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 data; 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.
|
/s/ Mark Hyde
|
|
Mark Hyde
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of
December 31, 2017
(the last date of the period covered by the Report).
|
Dated:
|
March 21, 2018
|
By
|
/s/ Thomas Kersting
|
|
|
|
Thomas Kersting, Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of
December 31, 2017
(the last date of the period covered by the Report).
|
Dated:
|
March 21, 2018
|
By
|
/s/ Mark Hyde
|
|
|
|
Mark Hyde, Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|