South Dakota Soybean Processors LLC 10-K for FY2022
South Dakota Soybean Processors LLC (SDSYA)
10-K
2023-03-30
For: 2022-12-31
View Original
Added on
April 06, 2026
About this 10-K
South Dakota Soybean Processors LLC filed this 10-K on March 30, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $721.53M
- up 22.3% from $590.15M a year earlier
- Net income
- $67.46M
- up 140.9% from net income of $28.01M a year earlier
- Diluted EPS
- $2.22
- up 141.3% from $0.92 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31 , 2022
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 000-50253
| (Exact name of registrant as specified in its charter) | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices | (Zip Code) | |||||||
( | ||
| (Registrant's telephone number, including area code) | ||
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
¨ Large Accelerated Filer | ¨ Accelerated Filer | x | ||||||||||||
| (do not check if a smaller reporting company) | ||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
¨ Yes ☒ No
The aggregate market value of the registrant’s Class A units held by non-affiliates at June 30, 2022 was approximately $198,160,025 computed by reference to the most recent public offering price on Form S-1. The registrant's Class A units are not listed on an exchange or otherwise publicly traded. Additionally, the Class A units are subject to significant restrictions on transfer under the registrant's operating agreement.
As of the day of this filing, there were 30,411,500 Class A capital units of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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Table of Contents
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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information to investors. This Annual Report on Form 10-K includes forward-looking statements that reflect our current expectations and projections about our future results, performance, prospects and opportunities. Forward-looking statements include all statements that are not historical in nature. We have tried to identify these forward-looking statements by using words including "may," "will," "should," "could," "expect," "anticipate," "believe," "plan," "intend," "estimate," "continue" and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward looking statements. These factors include the risks, uncertainties, trends and other factors discussed under the headings "Item 1A. Risk Factors," as well as "Item 1. Business," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this Annual Report on Form 10-K, including:
•The effect of weather conditions and the impact of crop and animal disease on our business;
•General economic conditions impacting the availability and price of soybeans and natural gas;
•The impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions;
•Fluctuations in U.S. oil consumption and petroleum prices;
•Changes in perception of food quality and safety;
•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;
•Changes in business strategy, capital improvements or development plans;
•Changes in the availability of credit and interest rates;
•The availability of additional capital to support capital improvements, development and projects; and
•Other factors discussed under the item below entitled “Risk Factors.”
In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements contained in this Annual Report on Form 10-K. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this Annual Report on Form 10-K not to occur. Except as otherwise required by federal securities law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Annual Report on Form 10-K.
PART I
Item 1. Business.
Overview
South Dakota Soybean Processors, LLC (“we,” “us,” “our” or the “Company”) owns and operates a soybean processing plant and a soybean oil refinery in Volga, South Dakota, which has been operating since 1996 and 2002, respectively. We also own and operate an oilseed processing plant near Miller, South Dakota, which has been operating since 2015. On February 9, 2022, we announced plans to construct a new oilseed processing plant near Mitchell, South Dakota, which we expect to be operational in 2025.
We are owned by approximately 2,200 members, most of whom reside in South Dakota and neighboring states and many of whom deliver and sell soybeans to our plants for processing.
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Our core business consists of processing locally grown soybeans into soybean meal and soybean oil. We sell the soybean meal primarily to resellers, feed mills, and livestock producers as livestock feed. We market and sell multiple grades of soybean oil in either crude or refined format. Crude and refined soybean oil are marketed and sold to the food, biodiesel and chemical industries. Under certain market conditions, we may register and deliver warehouse receipts for crude oil under specific terms and conditions of a Chicago Board of Trade (CBOT) soybean oil futures contract.
We strive to maintain a competitive position in the marketplace by producing high quality products, operating a highly efficient operation, and adding value to our core products to capture larger margins. We continue to research ways to improve overall efficiencies by analyzing new methods of vertical integration, adding value to our products through further investment in processing, and studying new applications for our products in the food and energy fields. Although a primary objective is to maximize the issuance of cash distributions to our members from profits generated from operations, we recognize the need to maintain our financial strength by reinvesting and making capital improvements in our operations' facilities.
General Development of Business
We were originally organized and operated as a South Dakota cooperative in 1993. In 2002, we reorganized and converted from a cooperative into a South Dakota limited liability company. As a limited liability company, we are taxed as a partnership for U.S. tax purposes, which allows us to pass through our income and losses to our members for inclusion in their tax returns.
We began processing soybeans into soybean meal, crude soybean oil, and soybean hulls in 1996. Since this time we have made significant capital improvements and expanded our business to include the development of vertically integrated product lines and services. In 2002, we completed the construction of a refining facility and began refining crude soybean oil. In 2011, we completed the construction and start-up of a deodorizer at our facility, which allows us to deodorize refined soybean oil and sell the oil directly to customers in the food industry. In 2014, we purchased an oilseed processing plant located near Miller, South Dakota, approximately 100 miles west of our main facility in Volga. The Miller plant has allowed us to expand into new markets by processing identity-preserved soybeans, including non-genetically modified organisms (GMO) and organic soybeans. On February 9, 2022, we announced plans to construct a third oilseed processing plant near Mitchell, South Dakota, which is expected to be operational in 2025.
Industry Information
Global soybean production is concentrated in the U.S., Brazil, Argentina and China. The United States Department of Agriculture (“USDA”) reported that, for the 2022 crop year, the U.S. produced approximately 4.35 billion bushels of soybeans, or approximately 30% of estimated world production, with Brazil producing 5.6 billion bushels and Argentina producing 1.5 billion bushels. Global production may fluctuate year-to-year due to any number of factors, including but not limited to, weather, government policy, economic conditions, and commodity prices. Similarly, global soybean consumption may fluctuate year to-year due to any number of factors including, but is not limited to, economic conditions, global health concerns, population growth and international trade policy. Soybeans are a staple commodity used pervasively across the globe; thus,any contractions in consumption may only be temporary as historically has been the case.
The soybean processing industry converts soybeans into three principal products: soybean meal, soybean hulls, and soybean oil. A bushel of soybeans, weighing approximately 60 pounds, typically yields, after processing, approximately forty-four pounds of meal, four pounds of hulls, and eleven pounds of crude oil. Soybean meal and hulls are mostly used by livestock producers and the fish farming industry as feed. Soybean oil is sold in multiple grades, and is used in the food, petroleum and chemical industries. The food industry uses soybean oil in, among others, cooking and salad dressings, baking and frying fats, and butter substitutes.
Soybean processing facilities are generally located close to adequate sources of soybeans and where there is a strong demand for soybean meal. Soybean meal is predominantly fed to and consumed by poultry and swine in the U.S. On average, exports of soybean meal account for 20% to 30% of total production. The USDA estimates that approximately 51% of soybeans produced in the U.S. are processed domestically, 46% are exported as whole soybeans, and 3% are retained for seed and residual use.
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Soybean oil refineries are generally located close to soybean processing plants. Soybean oil is shipped throughout the U.S. and for export. The USDA estimates that approximately 54% of domestic soybean oil production is used in food, feed and industrial applications, 4% in biofuels production, and 3% for export for various uses.
The soybean industry continues to introduce soy-based products as substitutes for various petroleum-based products including lubricants, plastics, ink, crayons and candles. Soybean oil is converted to biofuels such as biodiesel or renewable diesel. Biodiesel and renewable diesel, substitutes for standard, petroleum-based diesel fuel, has experienced rapid growth recently following the expansion of the Renewable Fuel Standard (RFS) program and resumption of the biodiesel blenders’ tax credit.
Soybean crushing and refining margins are generally cyclical in nature. The price of soybeans may fluctuate substantially from year to year, whereas the price of meal and oil generally tracks that of soybeans, although not necessarily on a one-for-one basis; therefore, margins can be variable.
Raw Materials and Suppliers
We purchase soybeans for processing from local soybean producers and elevators. The State of South Dakota and the upper Midwest, historically has produced and provided an adequate supply of soybean for our procurement and the soybean processing industry in general. In 2022, agricultural producers in South Dakota grew and harvested 197 million bushels of soybeans, ranking South Dakota ninth among the top producing states in the U.S., as illustrated in the following table:
| State | Production (bushels) | |||||||
| Illinois | 685 million | |||||||
| Iowa | 591 million | |||||||
| Minnesota | 369 million | |||||||
| Indiana | 344 million | |||||||
| Missouri | 290 million | |||||||
| Nebraska | 285 million | |||||||
| Ohio | 279 million | |||||||
| North Dakota | 203 million | |||||||
| South Dakota | 197 million | |||||||
| Arkansas | 167 million | |||||||
Producers in South Dakota, by comparison, grew and harvested approximately 223 million bushels in 2021, 224 million bushels in 2020, 146 million bushels in 2019, and 275 million bushels in 2018. Of this amount, we processed 34.5 million bushels in 2022, compared to 34.9 million bushels in 2021, 34.3 million bushels in 2020, 33.0 million bushels in 2019, and 33.2 million bushels in 2018. We control the flow of soybeans into our facilities with a combination of pricing and contracting options. Threats to our soybean supply include weather, changes in government programs, and competition from other processors and export markets.
Products and Services
We process soybeans at our two crushing plants which extract the soybean oil from the protein and fiber portions of the soybean. Approximately 80% of a soybean bushel is processed and sold as soybean meal or hulls, with the remaining 20% extracted as crude soybean oil.
Sales, Marketing and Customers
Our soybean meal is primarily sold to resellers, feed mills, and livestock producers as livestock feed. The meal is primarily sold to customers in the local area (typically within 200 miles of our Volga facility), Western U.S., and Canada. Our crude soybean oil is sold to refining companies for further processing or refined at our facilities and sold directly to the food industry for human consumption, or to the biofuel industry as transportation fuel.
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In 2022, our percentage of sales by quantity of product sold within various markets is illustrated by the following table:
| Market | Soybean Meal | Crude Soybean Oil | Refined Oil | |||||||||||||||||
| Local | 51% | 100% | 23% | |||||||||||||||||
| Other U.S. States | 17% | —% | 68% | |||||||||||||||||
| Export | 32% | —% | 9% | |||||||||||||||||
Over half of our products are shipped by rail, the service of which is provided by the Rapid City, Pierre & Eastern (RCP&E) rail line, owned and operated by Genesee & Wyoming, Inc., which connects to the Burlington-Northern Santa Fe, Canadian Pacific (CP), and the Union Pacific rail lines.
All of our assets and operations are domiciled in South Dakota, and all of the products sold are produced in South Dakota.
Dependence upon a Single Customer
None.
Competition
We are in direct competition with several other soybean processing companies in the U.S., many of which have significantly greater resources than we do. The U.S. soybean processing industry is comprised primarily of 16 different companies which operate 62 plants in the U.S. The industry is generally characterized as mature, consolidated and vertically-integrated, with four companies - Archer Daniels Midland (ADM), Bunge, Cargill and Ag Processing (AGP) - controlling nearly 84% of the processing industry. The U.S. vegetable oil (including soybean oil) refining industry is divided between oilseed processors and independent vegetable oil refiners. The oilseed processors operate approximately 83% of the vegetable oil refining capacity in the U.S., and ADM, Bunge, Cargill and AGP operate approximately 68% of the oil refining capacity. The three largest independent vegetable oil refiners are ACH Foods (in joint venture with ADM), Smuckers (Proctor & Gamble), and ConAgra (Hunt-Wesson).
We are one of two operating soybean processing companies in South Dakota. AGP operates a processing facility in Aberdeen, South Dakota, approximately 160 miles from our Volga facility. Our processing facilities represent approximately 7% of the total soybean processing capacity in the upper Midwest and about 1.3% in the U.S. We continue to maintain a competitive position in the market by producing high quality products and operating highly efficient operations at the lowest possible cost. Adding value to our products is a consistent objective. We are a principal investor in Prairie AquaTech, a company engaged in the research, development and production of high quality protein ingredients derived from soybeans. Our investment led to the construction and operation of a production facility immediately adjacent to our Volga plant in 2019.
Utilities
Volga, South Dakota
We use natural gas and electricity to operate the crushing and refining plants in Volga, South Dakota. Natural gas is used for processing heat and for drying soybeans. Our natural gas provider is NorthWestern Corporation, Sioux Falls, South Dakota. We are at risk to adverse price fluctuations in the natural gas market, but we have the capability to use fuel oil and biofuel as a backup to natural gas in the event of delivery interruption or market conditions dictate. We also employ forward contracting to offset some of this risk. Our electricity provider is the City of Volga, South Dakota.
Miller, South Dakota
We use electricity and propane to operate the mechanical press plant in Miller, South Dakota, as natural gas distribution lines are not located in the area. Our electricity provider is NorthWestern Corporation, Sioux Falls, South Dakota, and CHS Farmers Alliance, Mitchell, South Dakota, is our propane provider.
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Employees
We currently employ approximately 120 individuals, all but six of whom are full-time. We have no unions or other collective bargaining agreements.
Government Regulation and Environmental Matters
Our business is subject to laws and related regulations and rules designed to protect the environment which are administered by the U.S. Environmental Protection Agency, the South Dakota Department of Environment and Natural Resources and similar government agencies. These laws, regulations and rules govern the discharge of materials to the environment, air and water; reporting storage of hazardous wastes; the transportation, handling and disposition of wastes; and the labeling of pesticides and similar substances. Our business is also subject to laws and related regulations and rules administered by other federal, state, local and foreign governmental agencies that govern the processing, storage, distribution, advertising, labeling, quality and safety of feed and grain products. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible recalls of products.
The sale of soybean oil for human consumption is impacted by the regulation of trans-fat, which results from the hydrogenation process of products such as soybean oil and plant oils. The U.S. Food and Drug Administration requires that food processors disclose the level of trans-fatty acids contained in their products. In addition, various local governments in the U.S. have enacted, or are considering enacting, restrictions on the use of trans-fats in restaurants. As a result, many food manufacturers have reduced the amount of hydrogenated soybean oil included in their products or switched to other oils containing lower amounts of trans-fat.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to the Securities Exchange Act of 1934, as amended, are filed with the SEC. These reports and other information filed by us with the SEC are available on the SEC website (www.sec.gov). The SEC maintains an Internet site that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Our website is at www.sdsbp.com.
Item 1A. Risk Factors.
We are affected by changes in commodity prices. Our revenues, earnings and cash flows are affected by market prices for commodities such as crude petroleum oil, natural gas, soybeans, and crude and refined vegetable oils. Commodity prices generally are affected by a wide range of factors beyond our control, including weather, disease, insect damage, drought, the availability and adequacy of soybean supply, government regulation and policies, and general political and economic conditions. In addition, we are exposed to the risk of nonperformance by counterparties to contracts. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty’s financial condition and also the risk the counterparty will refuse to perform a contract during a period of price fluctuations where contract prices are significantly different than the current market prices.
Our business operations and demand for our products are highly dependent on certain global and regional factors that are outside our control. The level of demand for our products is increasingly affected by regional and global demographic and macroeconomic conditions, including population growth rates and changes in standards of living. A significant downturn in global economic growth, or recessionary conditions in major geographic regions, may lead to reduced demand for agricultural commodities which could adversely affect our business and results of operations. Additionally, weak global economic conditions and turmoil in global financial markets, including constraints on the availability of credit, have in the past adversely affected, and may in the future continue to adversely affect, the financial condition and creditworthiness of some of our customers, suppliers and other counterparties which in turn may negatively impact our business.
Our business and operations may be affected by weather conditions that are outside of our control. For example:
•Weather conditions during the spring planting season and early summer crop nutrient and crop protection application season affect product volumes and profitability.
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•Adverse weather conditions, such as heavy snow or rainfall and any flooding that results, may cause delays in or prevent soybeans from being planted which could affect our ability to procure soybeans for production and increase costs.
•Changes in weather patterns and conditions, including changes in rainfall and storm patterns and intensities, water shortages, and temperature levels, could adversely impact our costs and business operations; the location, cost and competitiveness of commodity agricultural production, related storage and processing facilities; and demand for agricultural commodities. These effects could significantly reduce demand for the products we sell to or buy from agricultural producers and local elevators, and therefore could adversely impact our business.
Our business and operations could be adversely affected by contagious diseases and outbreaks. Outbreaks of contagious diseases and other adverse public health developments could have an adverse effect on our business. COVID-19, for example, created a widespread health crisis in 2020 that affected the economies and financial markets of the U.S. and other countries, and had an effect on the demand for our products and services. The extent to which COVID-19 may affect our business in the future will depend on various factors, including the extent of any reoccurrence of the virus and the type and duration of actions that may be taken by various governmental authorities in response to any new outbreak and its impact on the U.S. and the global economy.
We could be affected by higher than anticipated operating costs, including but not limited to increased prices for soybeans. In addition to general market fluctuations and economic conditions, we could experience significant cost increases associated with the ongoing operation of our soybean processing and refining plants caused by a variety of factors, many of which are beyond our control. These cost increases could arise from an inadequate local supply of soybeans and a resulting price increase which is not accompanied by an increase in the price for soybean meal and oil. Labor costs can also increase over time, particularly if there is a shortage of labor, or shortage of persons with the skills necessary to operate our facility. Adequacy and cost of electric and natural gas utilities could also affect our operating costs. Changes in price, operation and availability of truck and rail transportation may affect our profitability with respect to the transportation of soybean meal, oil and other products to our customers.
We could be affected by inflation which could have a material and adverse effect on our business. We have experienced and anticipate continued effects of inflation on costs such as soybeans, materials, labor, natural gas, and electricity. In response to inflationary pressures, the U.S. Federal Reserve has raised interest rates, which has resulted in uncertainty and volatility in financial markets and increased borrowing costs under our revolving credit facilities. Inflation and its impacts, many of which are beyond our control, could escalate in the future. We may be unable to pass on all of our increased costs as a result of inflation to customers. Accordingly, inflationary pressures could have a material and adverse effect on our business.
It may become more difficult to sell our soybean oil for human consumption. The U.S. Food and Drug Administration requires food manufacturers to disclose the levels of trans-fatty acids contained in their products. In addition, various local governments in the U.S. are considering, and some have enacted, restrictions on the use of trans-fats in restaurants. Several food processors have either switched or indicated an intention to switch to edible oil products with lower levels of trans-fatty acids. Because processing soybean oil, particularly hydrogenation, creates trans-fat, it may become difficult to sell our oil to customers engaged in the food industry which could adversely affect our revenues and profits.
Hedging transactions involve risks that could harm our profitability. To reduce our 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 futures contract or an options futures contract) for soybeans, soybean meal and crude soybean oil on the Chicago Board of Trade. While hedging activities reduce our risk of loss from changing market values, such activities also limit the gain potential which otherwise could result from those market fluctuations. Our policy is to maintain hedged positions within limits, but we can be long or short at any time. In addition, at any one time, our inventory and purchase contracts for delivery to our facility may be substantial, which could limit our ability to adjust our hedged positions. If our risk management policies and procedures that guide our net position limits are inadequate, we could suffer adverse financial consequences.
Our business is not diversified. Our success depends on our ability to profitably operate our soybean processing and soybean oil refining plants. We do not have any other lines of business or other sources of revenue if we are
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unable to operate our soybean processing and soybean oil refining plants. This lack of diversification may limit our ability to adapt to changing business conditions and could cause harm to our business.
We are dependent on our management and other key personnel, and the loss of their services may adversely affect our business. Our success and business strategy is dependent in large part on our ability to attract and retain key management and operating personnel. This can present particular challenges for us, because we operate in a specialized industry and our business is located in a rural area. Key employees are in high demand and are often subject to competing employment offers in the agricultural value-added industries within the local and regional area. Any loss of the key employees or the failure of these individuals to perform their job functions in a satisfactory manner would have a material adverse effect on our business operations and prospects.
We operate in an intensely competitive industry and we may not be able to continue to compete effectively. We may not be able to continue to successfully penetrate the markets for our products. The soybean processing business is highly competitive, and other companies presently in the market, or that could enter the market, could adversely affect prices for the products we sell. We compete with other soybean processors such as Archer-Daniels Midland (ADM), Cargill, Bunge, and Ag Processing (AGP), among others, all of which are capable of producing significantly greater quantities of soybean products than we do, and may achieve higher operating efficiencies and lower costs due to their scale. AGP's processing facility in Aberdeen, South Dakota, could increase the competition for soybeans and adversely affect our business.
Our profitability is influenced by the protein and moisture content of the soybeans in the local growing area. The northern portion of the western soybean belt, where our two soybean crushing plants are located, typically produces a lower protein content soybean, resulting in a lower protein soybean meal. Because lower protein soybean meal is sold at a lower price, we may not be able to operate as profitably as soybean processing plants in other parts of the country. If adverse weather conditions further reduce the protein content of the soybeans grown in our area, our business may be materially harmed because we will be required to sell our soybean meal at discounted prices to our customers.
In addition, the moisture content of the soybeans that are delivered to our plants also influences our profitability and the efficiency of our plant operations. Soybeans with high moisture content require more energy to dry them before they can be processed. While we may recover some of these extra energy costs by paying producers less for high moisture soybeans, these savings may not be sufficient to offset our additional operating expenses.
Because soybean processing and refining is energy intensive, our business will be materially harmed if energy prices increase substantially. The price of electricity, natural gas and propane, the primary sources of energy for our plants, have steadily increased the last few years. If the trend in electricity, natural gas and propane prices continues, our energy costs will remain high and could adversely affect our profitability and operating results.
Transportation costs are a factor in the price of soybean meal and oil, and increased transportation costs could adversely affect our profitability. Soybean meal and oil may be shipped by trucks, rail cars, and barges. Added transportation costs are a significant factor in the price of our products, and we may be more vulnerable to increases in transportation costs than other producers because our locations in Volga and Miller are more remote than that of most of our competitors. Today, most of our products are sold FOB Volga or Miller, South Dakota, and those that are not, have the full transportation cost added to the contract. Transportation costs do not currently affect our margin directly; however, the added costs could eventually affect demand for our products.
Increases in the production of soybean meal or oil could result in lower prices for soybean meal or oil and have other adverse effects. New and existing soybean processing and refining plants are expected to be constructed or expanded in the near future. The increased expansion is expected to add approximately 750 million bushels in crush capacity per year within the next two to three years. Without a corresponding increase in the demand for soybean meal and oil, increased soybean meal and oil production may lead to lower prices for soybean meal and oil which could adversely affect our business.
Legislative, legal or regulatory developments could adversely affect our profitability. We are subject to extensive air, water and other environmental laws and regulations at the federal and state level. In addition, some of these laws require our plant to operate under a number of environmental permits. These laws, regulations and permits can often require pollution control equipment or operational changes to limit actual or potential impacts to the environment. A violation of these laws and regulations or permit conditions can result in substantial fines, damages, criminal sanctions, permit revocations and/or plant shutdowns.
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New environmental laws and regulations, including new regulations relating to alternative energy sources and the risk of climate change, new interpretations of existing laws and regulations, increased governmental enforcement or other developments could require us to make additional unforeseen expenditures. It is expected that some form of regulation will be forthcoming at the federal level in the U.S. with respect to emissions of GHGs, (including carbon dioxide, methane and nitrous oxides). Also, new federal or state legislation or regulatory programs that restrict emissions of GHGs in areas where we conduct business could adversely affect our operations and demand for our products. New legislation or regulator programs could require substantial expenditures for the installation and operation of equipment that we do not currently possess or substantial modifications to existing equipment.
In addition, although our production of soybean meal and oil is not directly regulated by the U.S. Food & Drug Administration, we must comply with the FDA’s content and labeling requirements, which are monitored at our customers’ facilities. Failure to comply with these requirements could result in fines, liability to our customers or other consequences that could increase our operating costs and reduce profits. In addition, changes to the FDA’s rules or regulations could be adopted that would increase our operating costs and expenses, or require capital investment.
We are subject to industry-specific risks that could adversely affect our operating results. These risks include, but are not limited to, product quality or contamination; shifting consumer preferences; federal, state, and local food processing regulations; socially unacceptable farming practices; environmental, health and safety regulations; and customer product liability claims. Any liability resulting from these risks may not always be covered by, or could exceed liability insurance related to product liability and food safety matters maintained by us. The occurrence of any of the matters described above could adversely affect our revenues and operating results. Our products are used as ingredients in livestock and poultry feed. Thus, we are subject to risks associated with the outbreak of disease in livestock and poultry. The outbreak of disease could adversely affect demand for our products used as ingredients in livestock and poultry feed. A decrease in demand for these products could adversely affect our revenues and operating results.
We could face increased operating costs if we were required to segregate genetically modified soybeans and the products generated from these soybeans. Over the last several years, some soybean producers in our area have been planting genetically modified, or GMO, soybeans, commonly known as Round-up Ready beans. Neither the U.S. Department of Agriculture nor the FDA currently requires that genetically modified soybeans be segregated from other soybeans. If these agencies or our customers were to require that we process these genetically modified soybeans separately, we would face increased storage and processing costs and our profitability could be harmed.
There is no public market for our units. There is no public trading market for our units. While we have established a private online matching service in order to facilitate the transfer of units among our members, the transfer of units on this service is severely limited. The service has been designed to comply with federal tax laws and IRS regulations governing a “qualified matching service,” as well as state and federal securities laws. Under these rules, there are detailed timelines and restrictions that must be followed with respect to offers and sales of units. As a result, units held by our members may not be easily resold and members may be required to hold their units indefinitely. Even if a member is able to resell units, the price may be less than the member's original investment for the units or may otherwise be unattractive to the member.
There are significant restrictions on the transfer of our units. To protect our status as a partnership for federal income tax purposes and to assure no public trading market for our units develops or exists, our units are subject to significant restrictions on transfer. All transfers of units must comply with the transfer provisions of our operating agreement and the capital units transfer system and are subject to approval by our board of managers. Our board of managers reserves the right not to approve any transfer of units that could cause us to lose our partnership tax status or violate federal or state securities laws. As a result, members may not be able to transfer their units and may be required to assume the risks of the investment for an indefinite period of time.
Item 2. Properties.
We conduct our operations principally at our two facilities in Volga, South Dakota and Miller, South Dakota.
At our Volga facility, we own the land, consisting of 98 acres, on which most of our infrastructure and physical properties rest. Our facilities consist of a soybean processing plant, a soybean oil refinery and deodorizer, a quality control laboratory, and administrative and operations buildings.
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At our Miller facility, we own the land, consisting of approximately 24 acres, on which our soybean processing plant and operations building rest.
All of our tangible property, real and personal, serves as collateral for our debt instruments with our primary lender, CoBank, ACB, of Greenwood Village, Colorado, which is described below under “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operation—Indebtedness.”
Item 3. 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 disputes. 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 proceedings and are not aware of any potential claims.
Item 4. Mine Safety Disclosures.
None.
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
As of December 31, 2022 and March 1, 2023, there were 2,213 members of record and a total of 30,411,500 Class A capital units issued and outstanding. We did not make any repurchases of Class A units during the fiscal year 2022.
Trading Activity
Our capital units are not traded on an exchange or otherwise publicly traded and are subject to significant restrictions on transfer. Most transfers of capital units are conducted through a “qualified matching service” as defined by the publicly-traded partnership rules of the federal tax code. Under the qualified matching service, bids for capital units submitted by interested buyers and sellers are matched on the basis of a strict set of rules and conditions set forth under the federal tax code and by us; plus, all matching and transfers are subject to approval by our board of managers. Our qualified matching service is operated through www.AgStockTrade.com, an SEC-registered and regulated Alternative Trading Service which is owned and operated by Variable Investment Advisors, Inc., Tea, South Dakota, a registered broker-dealer with the SEC, FINRA, and various states. The following table contains historical information by quarter for the past two years regarding the matching of capital units through the qualified matching service:
| Quarter | Low Price (1) | High Price (1) | Average Price | # of Capital Units Matched | ||||||||||||||||||||||
| First Quarter 2021 | $ | 3.23 | $ | 3.40 | $ | 3.37 | 141,750 | |||||||||||||||||||
| Second Quarter 2021 | $ | 3.39 | $ | 4.26 | $ | 3.80 | 108,750 | |||||||||||||||||||
| Third Quarter 2021 | $ | 4.31 | $ | 4.83 | $ | 4.58 | 82,250 | |||||||||||||||||||
| Fourth Quarter 2021 | $ | 4.29 | $ | 4.55 | $ | 4.31 | 64,000 | |||||||||||||||||||
| First Quarter 2022 | $ | 4.46 | $ | 6.53 | $ | 5.14 | 107,500 | |||||||||||||||||||
| Second Quarter 2022 | $ | 5.98 | $ | 6.56 | $ | 6.29 | 165,000 | |||||||||||||||||||
| Third Quarter 2022 | $ | 6.65 | $ | 7.51 | $ | 6.89 | 34,500 | |||||||||||||||||||
| Fourth Quarter 2022 | $ | 7.59 | $ | 8.38 | $ | 7.66 | 86,000 | |||||||||||||||||||
(1)The qualified matching service rules prohibit firm bids; therefore, the prices reflect actual sale prices of the capital units.
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Transfer Restrictions
As a limited liability company, we must severely restrict trading and transfers of our capital units in order to preserve our preferential single-level "partnership" tax status at the member level. To preserve this, our operating agreement prohibits transfers of capital units other than through the procedures specified under our capital units transfer system, or CUTS, which may be amended from time to time by our board of managers. Under the CUTS, our capital units cannot be traded on any national securities exchange or in any over-the-counter market. Also, we cannot permit the total number of capital units traded annually through the qualified matching service to exceed 10% of our total issued and outstanding capital units. All transactions, including any trades on the qualified matching service, must be approved by the board of managers, which are generally approved if they fall within “safe harbors” contained in the rules of the federal tax code. Permitted transfers include transfers by gift or death, sales to qualified family members, and trades through the qualified matching service subject to the 10% restriction. Pursuant to our operating agreement, a minimum of 2,500 capital units is required to be owned by an individual or entity for membership, and no member may own more than 10% of our total outstanding capital units.
Distributions to Members
We issued to our members a cash distribution of $17.3 million (57.0¢ per capital unit) and $9.4 million (31.0¢ per capital unit) in the years ended December 31, 2022 and 2021, respectively. On January 31, 2023, our board of managers approved a cash distribution to our members of approximately $36.5 million (120.0¢ per capital unit), which was issued to our members on or about February 2, 2023. Our distributions are declared at the discretion of our board of managers and are issued in accordance with the terms of our operating agreement and distribution policy. Distributions are also subject to restrictions imposed under our loan agreement with our lender. There is no assurance as to if, when, or how much we will make in distributions in the future. Actual distributions depend upon our profitability, expenses and other factors discussed in this report.
Item 6. Selected Financial Data.
The following table sets forth selected financial data of South Dakota Soybean Processors, LLC for the periods indicated. The financial statements included in Item 8 of this report were audited by Eide Bailly LLP.
| 2022 | 2021 | 2020 | 2019 | 2018 | |||||||||||||||||||||||||
| Bushels processed | 34,465,628 | 34,876,323 | 34,306,674 | 33,045,418 | 33,232,663 | ||||||||||||||||||||||||
| Statement of Operations Data: | |||||||||||||||||||||||||||||
| Revenues | $ | 721,532,329 | $ | 590,150,153 | $ | 415,025,765 | $ | 371,275,766 | $ | 391,764,683 | |||||||||||||||||||
| Costs & expenses: | |||||||||||||||||||||||||||||
| Cost of goods sold | (648,116,685) | (556,675,807) | (395,772,460) | (356,475,930) | (362,601,571) | ||||||||||||||||||||||||
| Operating expenses | (5,669,426) | (4,590,227) | (3,819,645) | (3,624,306) | (3,834,845) | ||||||||||||||||||||||||
| Operating profit (loss) | 67,746,218 | 28,884,119 | 15,433,660 | 11,175,530 | 25,328,267 | ||||||||||||||||||||||||
| Non-operating income (loss) | 1,922,642 | 758,163 | 1,239,018 | 723,812 | 1,448,980 | ||||||||||||||||||||||||
| Interest expense | (2,204,759) | (1,634,367) | (1,090,951) | (919,157) | (897,942) | ||||||||||||||||||||||||
| Income tax benefit (expense) | — | — | — | (600) | (1,960) | ||||||||||||||||||||||||
Income (loss) from continuing operations | 67,464,101 | 28,007,915 | 15,581,727 | 10,979,585 | 25,877,345 | ||||||||||||||||||||||||
Gain (loss) on discontinued operations | — | — | — | — | — | ||||||||||||||||||||||||
| Net income (loss) | $ | 67,464,101 | $ | 28,007,915 | $ | 15,581,727 | $ | 10,979,585 | $ | 25,877,345 | |||||||||||||||||||
Weighted average capital units outstanding | 30,419,000 | 30,419,000 | 30,419,000 | 30,419,000 | 30,419,000 | ||||||||||||||||||||||||
Net income (loss) per capital unit | $ | 2.218 | $ | 0.921 | $ | 0.512 | $ | 0.361 | $ | 0.851 | |||||||||||||||||||
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| 2022 | 2021 | 2020 | 2019 | 2018 | |||||||||||||||||||||||||
| Balance Sheet Data: | |||||||||||||||||||||||||||||
| Working capital | $ | 76,001,793 | $ | 37,448,081 | $ | 31,391,916 | $ | 21,322,260 | $ | 19,425,996 | |||||||||||||||||||
Net property, plant & equipment | 74,559,969 | 72,532,608 | 64,231,194 | 64,517,204 | 59,068,014 | ||||||||||||||||||||||||
| Total assets | 311,196,770 | 245,286,123 | 225,823,047 | 158,104,992 | 144,854,183 | ||||||||||||||||||||||||
| Long-term obligations | 26,110,157 | 20,122,452 | 23,613,702 | 15,307,727 | 5,796,382 | ||||||||||||||||||||||||
| Members’ equity | 163,538,676 | 113,414,905 | 94,836,880 | 85,947,333 | 90,177,248 | ||||||||||||||||||||||||
| Other Data: | |||||||||||||||||||||||||||||
| Capital expenditures | $ | 7,754,541 | $ | 13,442,955 | $ | 4,652,368 | $ | 10,066,719 | 8,026,131 | ||||||||||||||||||||
| Distributions to members | $ | 17,338,830 | $ | 9,429,890 | $ | 6,692,180 | $ | 15,209,500 | $ | 5,075,303 | |||||||||||||||||||
| Distributions to members per capital unit | $ | 0.570 | $ | 0.310 | $ | 0.220 | $ | 0.500 | $ | 0.167 | |||||||||||||||||||
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion along with our financial statements and the notes to our financial statements included elsewhere in this report. The following discussion contains forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results, performance and achievements may differ materially from those expressed in, or implied by, such forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Information” at the beginning of this report.
Overview and Executive Summary
In 2022, we had a record net income of $67.5 million, an increase of $39.5 million from our previous record in 2021. The oil markets continued to be the main driving factor for our strong margins, as high demand for oil from the food, fuel and export sectors increased margins to record levels. The meal markets pushed margins even higher, as markets were exceptionally strong due to high domestic and export demand. Demand for soybean hulls, moreover, was robust, because elevated hay prices in southern and western U.S., following a drought, caused producers to seek alternative feed products.
The increased demand for soybean oil has continued to drive margins and expansion of the soybean processing industry in the U.S. In direct response to this growth, we announced in February of 2022 our plans to construct a new oilseed processing plant near Mitchell, South Dakota. Once operational, the Mitchell plant will be capable of processing not only soybeans but other crops, like sunflowers, containing a much higher percentage of oil. We also believe the plant's location will be ideally suited to access higher oil seeds increasingly being grown west of the proposed plant site and is near growing hog production which will provide an additional outlet for the sale of meal. Subject to obtaining sufficient financing, we plan to start construction of this plant this fall and begin operations in late 2025.
Looking ahead in 2023, oil demand is expected to rebound from a slight decrease in the fourth quarter of 2022, as operations improve at renewable diesel refineries and additional capacity comes online. Domestic meal demand may decrease some, but exports should remain strong due to reduced competition from Argentine processors. Soybean production in Argentina is projected to be impacted by drought conditions which in turn will lower supplies of local soybeans available to the Argentine crushing industry. The reduced crop in Argentina will be partially offset by strong soybean production in Brazil. In addition, CBOT crushing margins in 2023 should remain elevated due to relatively high soybean oil prices as compared to soybean prices.
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Results of Operations
Comparison of Years Ended December 31, 2022 and 2021
Year Ended December 31, 2022 | Year Ended December 31, 2021 | ||||||||||||||||||||||
| $ | % of Revenue | $ | % of Revenue | ||||||||||||||||||||
| Revenue | $ | 721,532,329 | 100.0 | $ | 590,150,153 | 100.0 | |||||||||||||||||
| Cost of revenues | (648,116,685) | (89.8) | (556,675,807) | (94.3) | |||||||||||||||||||
| Operating expenses | (5,669,426) | (0.8) | (4,590,227) | (0.8) | |||||||||||||||||||
| Other income (expense) | (282,117) | — | (876,204) | (0.1) | |||||||||||||||||||
| Income tax (expense), net | — | — | — | — | |||||||||||||||||||
| Net income (loss) | $ | 67,464,101 | 9.4 | $ | 28,007,915 | 4.7 | |||||||||||||||||
Revenue – Revenue increased $131.4 million, or 22.3%, for the year ended December 31, 2022, compared to the same period in 2021. The increase in revenues was primarily due to an increase in the average sales price of refined soybean oil. The average sales price of soybean oil increased approximately 32% from 2021 to 2022, due to surging demand from the renewable diesel and food sectors.
Gross Profit/Loss – Gross profit increased $39.9 million, or 119.3%, for the year ended December 31, 2022, compared to 2021. The increase in gross profit was primarily due to increased demand for oil from the renewable diesel sector as more diesel plants were opened in the U.S. Partially offsetting the increase in gross profit was a $4.6 million, or 14.5%, increase in production costs in 2022, compared to 2021. The increase in production costs was due to increases in costs of personnel, maintenance, utilities and chemicals mostly from inflation and supply shortages.
Operating Expenses – Administrative expenses, including selling, general and administrative expenses, increased approximately $1.1 million, or 23.5%, during the year ended December 31, 2022, compared to the same period in 2021. The increase was primarily due to an increase in personnel costs.
Interest Expense – Interest expense increased $570,000, or 34.9%, during the year ended December 31, 2022, compared to the same period in 2021. The increase in interest expense was due to an increase in interest rates on our senior debt with CoBank. As of December 31, 2022, the interest rate on our revolving long-term loan was 6.85%, compared to 2.56% as of December 31, 2021. The increase in interest expense was partially offset by a $3.3 million decrease in borrowings from our lines of credit, as we borrowed less due to improved profitability and less capital improvements. The average debt level during 2022 was approximately $58.3 million, compared to $61.6 million in 2021.
Other Non-Operating Income (Expense) – Other non-operating income, including patronage dividend income, increased $1.2 million, or 154.6%, for the year ended December 31, 2022, compared to the same period in 2021. The increase in other non-operating income was due to a $846,000 increase in gains on our interest rate hedge instruments and a $335,000 increase in patronage dividend income. During the year ended December 31, 2022, gains on interest rate hedges totaled $1,092,000, compared to $246,000 during the same period in 2021. We also received $700,000 in patronage distributions from CoBank, a cooperative lender of which we are a member, during 2022, compared to $365,000 during the same period in 2021.
Net Income/Loss – We generated a net income of $67.5 million during the year ended December 31, 2022, a $39.5 million increase from 2021. The increase is primarily attributable to an increase in gross profit and other non-operating income.
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Comparison of Years Ended December 31, 2021 and 2020
Year Ended December 31, 2021 | Year Ended December 31, 2020 | ||||||||||||||||||||||
| $ | % of Revenue | $ | % of Revenue | ||||||||||||||||||||
| Revenue | $ | 590,150,153 | 100.0 | $ | 415,025,765 | 100.0 | |||||||||||||||||
| Cost of revenues | (556,675,807) | (94.3) | (395,772,460) | (95.4) | |||||||||||||||||||
| Operating expenses | (4,590,227) | (0.8) | (3,819,645) | (0.9) | |||||||||||||||||||
| Other income (expense) | (876,204) | (0.1) | 148,067 | — | |||||||||||||||||||
| Income tax (expense), net | — | — | — | — | |||||||||||||||||||
| Net income (loss) | $ | 28,007,915 | 4.7 | $ | 15,581,727 | 3.8 | |||||||||||||||||
Revenue – Revenue increased $175.1 million, or 42.2%, for the year ended December 31, 2021, compared to the same period in 2020. The increase in revenues was primarily due to increases in the average sales prices of all soybean products, especially refined soybean oil. The average sales price of soybean oil increased approximately 75% from 2020 to 2021, primarily due to surging demand for soybean oil from the renewable diesel and food sectors. In addition, soybean meal prices increased approximately 21% during the year ended December 31, 2021, largely due to concerns about prospects of a heavily diminished soybean supply prior to the 2021 harvest which resulted from strong demand in the soybean export sector.
Gross Profit/Loss – Gross profit increased $14.2 million, or 73.9%, for the year ended December 31, 2021, compared to the same period in 2020. The increase in gross profit was primarily due to surging in demand for oil from the renewable diesel sector as more diesel plants were opened. In addition, the quantity and quality of soybeans grown in the U.S., especially in our local procurement area, improved in 2021 from 2020 because of more favorable weather conditions.
Operating Expenses – Administrative expenses, including selling, general and administrative expenses, increased approximately $771,000, or 20.2%, during the year ended December 31, 2021, compared to the same period in 2020. The increase was primarily due to increases in personnel costs and professional fees.
Interest Expense – Interest expense increased $543,000, or 49.8%, during the year ended December 31, 2021, compared to the same period in 2020. The increase in interest expense was primarily due to an increase in borrowings from our lines of credit, as we borrowed more due to higher commodity prices and to pay for capital improvements. The average debt level during 2021 was approximately $61.6 million, compared to $32.9 million in 2020.
Other Non-Operating Income (Expense) – Other non-operating income, including patronage dividend income, decreased $481,000, or 38.8%, for the year ended December 31, 2021, compared to the same period in 2020. The decrease was primarily due to the forgiveness of the $1.2 million Payment Protection Plan loan by the U.S. Small Business Administration in November 2020. Partially offsetting the decrease in other income was a $585,000 improvement in gains (losses) on our interest rate hedge instruments. In 2021, gains on interest rate hedges totaled $246,000, compared to losses of $339,000 in 2020.
Net Income/Loss – We generated a net income of $28.0 million during the year ended December 31, 2021, a $12.4 million increase from 2020. The increase is primarily attributable to an increase in gross profit.
Liquidity and Capital Resources
Our primary sources of liquidity are cash provided by operations and borrowings under our two revolving lines of credit which are discussed below under “Indebtedness.” On December 31, 2022, we had working capital, defined as current assets less current liabilities, of approximately $76.0 million, compared to working capital of $37.4 million on December 31, 2021. Working capital increased between periods primarily due to increases in net income in 2022. Based on current plans, we will continue funding our capital and operating needs from cash from operations and revolving lines of credit.
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Comparison of the Years Ended December 31, 2022 and 2021
| 2022 | 2021 | ||||||||||
| Net cash from (used for) operating activities | $ | 27,431,814 | $ | 18,016,268 | |||||||
| Net cash (used for) investing activities | (9,951,071) | (13,237,991) | |||||||||
| Net cash from (used for) financing activities | (17,447,782) | (7,595,489) | |||||||||
Cash Flows From (Used For) Operating Activities
The $9.4 million increase in cash flows from operating activities was largely due to a $39.5 million increase in net income. Partially offsetting the increase in net income was a $13.7 million increase in inventories and a $9.0 decrease in net loss on derivative activities. During the year ended December 31, 2022, our inventories increased by $40.6 million, compared to a $26.9 million increase during the same period in 2021. In 2022, we recognized $1.0 million in losses on derivative activities, compared to $10.0 million in losses during the same period in 2021.
Cash Flows From (Used For) Investing Activity
The $3.2 million decrease in cash flows used for investing activities between 2022 and 2021 was due to a decrease in capital improvements in 2022. In 2022, we spent approximately $10.1 million on capital improvements to enhance the quality and efficiency of operations, compared to $13.4 million in 2021.
Cash Flows From (Used For) Financing Activity
The $9.8 million increase in cash flows used for financing activities was due to a $7.9 million increase in cash distributions to members in 2022, compared to 2021. In 2022, we distributed $17.3 million to our members, compared to $9.4 million in 2021.
Comparison of the Years Ended December 31, 2021 and 2020
| 2021 | 2020 | ||||||||||
| Net cash from operating activities | $ | 18,016,268 | $ | 14,206,832 | |||||||
| Net cash used for investing activities | (13,237,991) | (4,949,271) | |||||||||
| Net cash used for financing activities | (7,595,489) | (6,231,292) | |||||||||
Cash Flows From (Used For) Operating Activities
The $3.8 million increase in cash flows provided by operating activities was primarily attributed to a $12.4 million increase in net income. Partially offsetting the increase in net income was a $9.3 million increase in inventories and accounts receivable in 2021. We increased inventories by $26.9 million in 2021 compared to $20.6 million in 2020. Accounts receivable increased $7.6 million in 2021, compared to only $4.6 million in 2020. The increase in inventories and accounts receivable was the result of increased commodity prices.
Cash Flows From (Used For) Investing Activity
The $8.3 million increase in cash flows used for investing activities between 2021 and 2020 was due to an increase in capital improvements in 2021. In 2021, we spent approximately $13.4 million on capital improvements to enhance the quality and efficiency of operations, compared to $4.7 million in 2019.
Cash Flows From (Used For) Financing Activity
The $1.4 million increase in cash flows used for financing activities was due to a $2.7 million increase in cash distributions to members in 2021, compared to 2020. In 2021, we distributed $9.4 million to our members, compared to $6.7 million in 2020
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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 this loan, we may borrow funds as needed up to the credit line maximum, or $14.0 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 decreases by $2.0 million every six months until the credit line’s maturity on March 20, 2026. We pay a 0.40% annual commitment fee on any funds not borrowed. The principal balance outstanding on the revolving term loan was $8.8 million and $16.9 million as of December 31, 2022 and 2021, respectively. Under this loan, $5.2 million was available to be borrowed as of December 31, 2022.
The second credit line is a revolving working capital (seasonal) loan. The primary purpose of this loan is to finance our operating needs. Prior to the amendments described below, the maximum we could borrow under this line was $85.0 million until the loan's maturity on February 1, 2023. We pay a 0.20% 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 credit agreement to avoid the commitment fee. As of December 31, 2022 and 2021, the principal balance outstanding on this credit line was $0.1 million and $0, respectively, allowing us to borrow an additional $84.9 million as of as of December 31, 2022.
On January 31, 2023 and March 3, 2023, we amended our seasonal loan with CoBank. Under the January 31st amendment, the principal amount that we could borrow decreased from $85.0 million to $75.0 million and under the March 3rd amendment, the principal amount that we can borrow increased to $85.0 million until the loan's new maturity on December 1, 2023. All other material items and conditions under the credit agreement, and subsequent amendments to such agreement, remain the same following these amendments.
Both the revolving and seasonal 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 6.85% and 2.56% as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the interest rate on the seasonal loan is 6.55% and 2.31%, respectively. We were in compliance with all covenants and conditions under the loans as of December 31, 2022.
On April 20, 2020, we entered into an unsecured promissory note for $1,215,700 under the U.S. Small Business Administration's Paycheck Protection Program (“PPP Loan“), a loan program created under the Coronavirus Aid, Relief and Economic Security (the "CARES Act"). The PPP Loan, which would have matured on July 20, 2022 and had a 1.0% interest rate, was made through First Bank & Trust, N.A., Brookings, South Dakota. The PPP Loan has since been forgiven in full by the SBA, with $1,205,700 being forgiven in November 2020, and $10,000 being forgiven in February 2021.
Capital Expenditures
We made a total of $7.8 million in capital expenditures on property and equipment in 2022 compared to approximately $13.4 million in 2021. Improvements were made to enhance the quality and efficiency of our soybean crushing facility and oil refinery in Volga, South Dakota, and our oilseed processing plant near Miller, South Dakota. Depending upon profitability, we anticipate spending between $8.0 million and $16.0 million for capital improvements in 2023, which will be financed from cash flows from operating activities and long-term debt financing.
In February 2022, we announced plans to construct a multi-seed processing plant near Mitchell, South Dakota. In September 2022, we entered into a capital contribution and commitment agreement with High Plains Partners, LLC, a related party company that will invest and own an equity interest in the new processing facility. Per the agreement, we will transfer all rights, title and interest to all of the tangible and intangible development rights, including engineering, permitting, studies, records, etc., held by us in exchange for equity in High Plains Partners, LLC. We also committed to invest at least another $70.0 million for additional equity in the entity, which will be primarily financed from cash flows from long-term debt financing. Operation of the facility is expected to begin in late 2025.
Off Balance Sheet Financing Arrangements
We do not utilize variable interest entities or other off-balance sheet financial arrangements.
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Contractual Obligations
The following table shows our contractual obligations for the periods presented:
| 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) | $ | 10,064,000 | $ | 310,000 | $ | 5,504,000 | $ | 4,250,000 | $ | — | ||||||||||||||||||||||
| Operating Lease Obligations | 26,245,000 | 3,642,000 | 6,393,000 | 5,382,000 | 10,828,000 | |||||||||||||||||||||||||||
| Total | $ | 36,309,000 | $ | 3,952,000 | $ | 11,897,000 | $ | 9,632,000 | $ | 10,828,000 | ||||||||||||||||||||||
(1)Represents principal and interest payments on our notes payable, which are included on our Balance Sheet.
Recent Accounting Pronouncements
See page F-10, Note 1 of our audited financial statements 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 that 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 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 average closing price on the Chicago Board of Trade, 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 is recognized.
The impairment loss is 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 at exchange prices and account for the changes in value of forward purchase and sales contracts at local market prices determined by grain terminals in the area. Changes in the market value of all these contracts are recognized in earnings as a component of cost of goods sold.
Revenue Recognition
We account for all of our revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers, which became effective January 1, 2018. As part of the adoption of ASC 606, we applied the new standard on a modified retrospective basis analyzing open contracts as of January 1, 2018. However, no cumulative effect adjustment to retained earnings was necessary as no revenue recognition differences were identified when comparing the revenue recognition criteria under ASC 606 to previous requirements.
We principally generate revenue from merchandising and transporting manufactured agricultural products used as ingredients in food, feed, energy and industrial products. Revenue is measured based on the consideration specified in the contract with a customer, and excludes any amounts collected on behalf of third parties (e.g. - taxes). We follow a policy of recognizing revenue at a single point in time when we satisfy our performance obligation by transferring control over a product to a customer. Control transfer typically occurs when goods are shipped from our facilities or at other predetermined control transfer points (for instance, destination terms). Shipping and handling costs related to contracts with customers for sale of goods are accounted for as a fulfillment activity and are included in cost of revenues. Accordingly, amounts billed to customers for such costs are included as a component of revenues.
Item 7A. Quantitative and Qualitative Disclosure 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 Chicago
19
Board of Trade. 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. Our management does not anticipate that hedging activities will have a significant impact on our 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.
An adverse change in market prices would not materially affect our profitability since we generally take opposite and offsetting positions by entering into commodity futures and forward contracts as economic hedges of price risk.
Foreign Currency Risk. We conduct essentially all of our business in U.S. dollars and have minimal 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.
An adverse change in market prices would not materially affect our profitability since we generally take opposite and offsetting positions by entering into commodity futures and forward contracts as economic hedges of price risk.
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.
As of December 31, 2022, we had $0 in fixed rate debt and $99 million in variable rate debt available to borrow. Interest rate changes impact the amount of our interest payments and, therefore, our future earnings and cash flows. Assuming other variables remain constant, a one percentage point (1%) increase in interest rates on our variable rate debt could have an estimated impact on profitability of approximately $990,000 per year.
Item 8. Financial Statements and Supplementary Data.
Reference is made to the “Index to Financial Statements” of South Dakota Soybean Processors, LLC located on the page immediately preceding page F-1 of this report, and financial statements and schedules for the years ended December 31, 2022, 2021 and 2020.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Control and Procedures.
Evaluation of Disclosure Controls and Procedures. Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based on this evaluation, our management has concluded that our disclosure controls and procedures 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. Additionally, based on management’s evaluation, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is accumulated and communicated to our management to allow timely decisions regarding required disclosures.
Management’s Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide
20
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2022, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control- Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment using those criteria, management concluded that, as of December 31, 2022, our internal control over financial reporting is effective. Our management reviewed the results of their assessment with the Audit Committee.
This Annual Report does not include a report of our registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to an audit report by our registered public accounting firm pursuant to the rules of the Commission that permit us to provide only management’s report in this report.
Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| /s/ Thomas Kersting | |||||
| Thomas Kersting, Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| /s/ Mark Hyde | |||||
| Mark Hyde, Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
Item 9B. Other Information.
None.
PART III
Pursuant to General Instructions G(3), we omit Part III, Items 10, 11, 12, 13, and 14, and incorporate such items by reference to an amendment to this Annual Report on Form 10-K or to a Definitive Proxy Statement to be filed with the Commission within 120 days after the close of the fiscal year covered by this Report (December 31, 2022).
Part IV
Item 15. Exhibits, Financial Statement Schedules.
The following exhibits and financial statements are filed as part of, or are incorporated by reference into, this report:
(a)(1) Financial Statements — Reference is made to the “Index to Financial Statements” of South Dakota Soybean Processors, LLC located on the page immediately preceding page F-1 of this report for a list of the
21
financial statements for the year ended December 31, 2022. The financial statements appear on page F-2 of this Report.
(2) All supplemental schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the Consolidated Financial Statements or notes thereto.
(3) Exhibits - Exhibits required to be filed by Item 601 of Regulation S-K are set forth in the Exhibit Index accompanying this Annual Report on Form 10-K and are incorporated herein by reference.
| Exhibit Number | Description | |||||||
____________________________________________________________________________
(*) Filed herewith.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
| SOUTH DAKOTA SOYBEAN PROCESSORS, LLC | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Thomas Kersting | ||||||||
| Thomas Kersting, Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Dated: | March 30, 2023 | /s/ Mark Hyde | |||||||||
| Mark Hyde, Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
Pursuant to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Dated: | March 30, 2023 | By | /s/ Thomas Kersting | ||||||||
| Thomas Kersting, Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Mark Hyde | ||||||||
| Mark Hyde | |||||||||||
| Chief Financial Officer (Principal Financial Officer) | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Lewis Bainbridge | ||||||||
| Lewis Bainbridge, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Mark Brown | ||||||||
| Mark Brown, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Craig Converse | ||||||||
| Craig Converse, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Wayne Enger | ||||||||
| Wayne Enger, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Spencer Enninga | ||||||||
| Spencer Enninga, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Gary Goplen | ||||||||
| Gary Goplen, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Jeffrey Hanson | ||||||||
| Jeffrey Hanson, Manager | |||||||||||
23
| Dated: | March 30, 2023 | By | /s/ Jonathan Kleinjan | ||||||||
| Jonathan Kleinjan, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Robert Nelsen | ||||||||
| Robert Nelsen, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Michael Reiner | ||||||||
| Michael Reiner, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Doyle Renaas | ||||||||
| Doyle Renaas, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Adam Schindler | ||||||||
| Adam Schindler, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Ned Skinner | ||||||||
| Ned Skinner, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Craig Weber | ||||||||
| Craig Weber, Manager | |||||||||||
| Dated: | March 30, 2023 | By | /s/ Ronald Welter | ||||||||
| Ronald Welter, Manager | |||||||||||
24
South Dakota Soybean Processors, LLC
Financial Statements
December 31, 2022, 2021, and 2020
1
SOUTH DAKOTA SOYBEAN PROCESSORS, LLC
Index to Financial Statements
| Page | |||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID | F-3 | ||||
| FINANCIAL STATEMENTS | |||||
| Balance Sheets | F-5 | ||||
| Statements of Operations | F-6 | ||||
| Statements of Changes in Members’ Equity | F-7 | ||||
| Statements of Cash Flows | F-8 | ||||
| Notes to Financial Statements | F-9 | ||||
2
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||
The Board of Managers and Members
South Dakota Soybean Processors, LLC
Volga, South Dakota
Opinion on the Financial Statements
We have audited the accompanying balance sheets of South Dakota Soybean Processors, LLC as of December 31, 2022 and 2021, and the related statements of operations, changes in members’ equity, and cash flows for the years ended December 31, 2022, 2021, and 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of South Dakota Soybean Processors, LLC as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended December 31, 2022, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to South Dakota Soybean Processors, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. South Dakota Soybean Processors, LLC is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Inventory Basis Adjustment
Description of the Matter
As explained further in Notes 1, 3, 13 and 14 in the accompanying financial statements, fair value measurement for inventories carried at market value, which approximates net realizable value, and forward commodity purchase and sale contracts are based on exchange-quoted prices adjusted for differences in local markets and/or quality, referred to as basis. Fair values for forward commodity purchase and sales contracts are adjusted for location and quality differences (basis) because the exchange-quoted prices represent contracts that have standardized terms
3
for commodity, quantity, future delivery period, delivery location, and commodity quality or grade. The reported fair values as of December 31, 2022 for inventories, commodity contracts in an asset position, and commodity contracts in a liability position were $134.2 million, $11.0 million and $20.0 million, respectively.
We identified the Inventory Basis Adjustment as a critical audit matter. Auditing these complex judgments and assumptions involves especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address these matters, including the extent of specialized skill or knowledge needed.
The primary procedures we performed to address this critical audit matter included:
a.Gaining an understanding of management's process, controls, and methodology to develop the estimated fair values, including controls related to the identification and reasonableness of key assumptions and accuracy and completeness of the underlying data used in the determination of fair value.
b.Testing and evaluation of management's process and methodology for determining and developing the estimated fair values of inventories carried at market value and forward commodity purchase and sale contracts through evaluating (i) the reasonableness of the significant assumptions used by management including comparison of quoted commodity pricing to local and regional market conditions (ii) the historical adjustments to inventory balances as compared to the current year’s adjustment, and (iii) the completeness and accuracy of the underlying data supporting the basis adjustments.
c.Evaluating whether the assumptions used were reasonable by considering comparable basis adjustments used by management to local grain elevators and recent trade prices, including recently executed transactions, and whether such assumptions were consistent with evidence obtained in other areas of the audit.
d.Evaluating the adequacy of the financial statement disclosure related to the estimated fair value of inventories carried at market value and forward commodity purchase and sale contracts.
/s/ Eide Bailly LLP
We have served as South Dakota Soybean Processors LLC’s auditor since 2001. Gordon, Hughes & Banks, LLP, who joined Eide Bailly LLP in 2008, had served as the Company’s auditor from 2005 through 2008.
March 30, 2023
4
South Dakota Soybean Processors, LLC
Balance Sheets
December 31, 2022 and 2021
___________________________________________________________________________________________________________________
| 2022 | 2021 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts receivable | |||||||||||
| Inventories | |||||||||||
| Commodity derivative instruments | |||||||||||
| Margin deposits | |||||||||||
| Prepaid expenses | |||||||||||
| Total current assets | |||||||||||
| Property and equipment | |||||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Total property and equipment, net | |||||||||||
| Other assets | |||||||||||
| Investments in related parties | |||||||||||
| Investments in cooperatives | |||||||||||
| Right-of-use lease asset, net | |||||||||||
| Other assets | |||||||||||
| Total other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Members' Equity | |||||||||||
| Current liabilities | |||||||||||
| Excess of outstanding checks over bank balance | $ | $ | |||||||||
| Current maturities of long-term debt | |||||||||||
| Note payable - seasonal loan | |||||||||||
| Current operating lease liabilities | |||||||||||
| Accounts payable | |||||||||||
| Accrued commodity purchases | |||||||||||
| Commodity derivative instruments | |||||||||||
| Accrued expenses | |||||||||||
| Accrued interest | |||||||||||
| Deferred liabilities - current | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities | |||||||||||
| Long-term debt, net of current maturities and unamortized debt issuance costs | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Deferred liabilities | |||||||||||
| Total long-term liabilities | |||||||||||
| Commitments and contingencies (Notes 8, 9, 10, 16 & 18) | |||||||||||
Members' equity Class A Units, no par value, | |||||||||||
| Total liabilities and members' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these financial statements.
5
South Dakota Soybean Processors, LLC
Statements of Operations
For the Years Ended December 31, 2022, 2021, and 2020
___________________________________________________________________________________________________________________
| 2022 | 2021 | 2020 | |||||||||||||||
| Net revenues | $ | $ | $ | ||||||||||||||
| Cost of revenues: | |||||||||||||||||
| Cost of product sold | |||||||||||||||||
| Production | |||||||||||||||||
| Freight and rail | |||||||||||||||||
| Brokerage fees | |||||||||||||||||
| Total cost of revenues | |||||||||||||||||
| Gross profit | |||||||||||||||||
| Operating expenses: | |||||||||||||||||
| Administration | |||||||||||||||||
| Operating income | |||||||||||||||||
| Other income (expense): | |||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Other non-operating income (expense) | |||||||||||||||||
| Patronage dividend income | |||||||||||||||||
| Total other income (expense) | ( | ( | |||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Basic and diluted earnings (loss) per capital unit: | $ | $ | $ | ||||||||||||||
Weighted average number of capital units outstanding for calculation of basic and diluted earnings (loss) per capital unit | |||||||||||||||||
The accompanying notes are an integral part of these financial statements.
6
South Dakota Soybean Processors, LLC
Statements of Changes in Members’ Equity
For the Years Ended December 31, 2022, 2021, and 2020
___________________________________________________________________________________________________________________
| Class A Units | |||||||||||
| Units | Amount | ||||||||||
| Balances, January 1, 2020 | $ | ||||||||||
| Net income | — | ||||||||||
| Distribution to members | — | ( | |||||||||
Balances, December 31, 2020 | |||||||||||
| Net income | — | ||||||||||
| Distribution to members | — | ( | |||||||||
Balances, December 31, 2021 | |||||||||||
| Net income | — | ||||||||||
| Distributions to members | — | ( | |||||||||
| Liquidation of members' equity | ( | ( | |||||||||
Balances, December 31, 2022 | $ | ||||||||||
The accompanying notes are an integral part of these financial statements.
7
South Dakota Soybean Processors, LLC
Statements of Cash Flows
For the Years Ended December 31, 2022, 2021, and 2020
___________________________________________________________________________________________________________________
| 2022 | 2021 | 2020 | |||||||||||||||
| Operating activities | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Charges and credits to net income not affecting cash: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Net (gain) loss recognized on derivative instruments | |||||||||||||||||
| (Gain) loss on sales of property and equipment | ( | ( | ( | ||||||||||||||
| Non-cash patronage dividends and interest income | ( | ( | ( | ||||||||||||||
| Forgiveness of Paycheck Protection Program loan | ( | ( | |||||||||||||||
| Change in current operating assets and liabilities | ( | ( | ( | ||||||||||||||
| Net cash (used for) from operating activities | |||||||||||||||||
| Investing activities | |||||||||||||||||
| Purchase of investments | ( | ( | |||||||||||||||
| Retirement of patronage dividends | |||||||||||||||||
| Increase in other assets | ( | ||||||||||||||||
| Proceeds from sales of property and equipment | |||||||||||||||||
| Purchase of property and equipment | ( | ( | ( | ||||||||||||||
| Net cash (used for) investing activities | ( | ( | ( | ||||||||||||||
| Financing activities | |||||||||||||||||
| Change in excess of outstanding checks over bank balances | |||||||||||||||||
| Net (payments) proceeds from seasonal borrowings | ( | ||||||||||||||||
| Distributions to members | ( | ( | ( | ||||||||||||||
| Payments for debt issue costs | ( | ||||||||||||||||
| Proceeds from long-term debt | |||||||||||||||||
| Principal payments on long-term debt | ( | ( | ( | ||||||||||||||
| Net cash from (used for) financing activities | ( | ( | ( | ||||||||||||||
| Net change in cash and cash equivalents | ( | ||||||||||||||||
| Cash and cash equivalents, beginning of year | |||||||||||||||||
| Cash and cash equivalents, end of year | $ | $ | $ | ||||||||||||||
| Supplemental disclosures of cash flow information | |||||||||||||||||
| Cash paid (received) during the year for: | |||||||||||||||||
| Interest | $ | $ | $ | ||||||||||||||
| Income taxes | $ | $ | $ | ||||||||||||||
| Noncash investing activities: | |||||||||||||||||
| Soybean meal contributed as investment in related party | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
8
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Note 1 - Principal Activity and Significant Accounting Policies
Organization
South Dakota Soybean Processors, LLC (the “Company” or “LLC”) processes and sells soybean products, such as soybean meal, oil, and hulls. The Company’s principal operations are located where we have plants in Volga and Miller, South Dakota.
Cash and cash equivalents
The Company considers all highly liquid investment instruments with original maturities of three months or less at the time of acquisition to be cash equivalents.
Inventories
Finished goods (soybean meal, oil, refined oil, and hulls) and raw materials (soybeans) are valued at estimated market value, which approximates net realizable value. This accounting policy is in accordance with the guidelines described in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 905, Agriculture (formerly AICPA Statement of Position No. 85-3, Accounting by Agricultural Producers and Agricultural Cooperatives). Supplies and other inventories are stated at lower of cost or net realizable value.
Investments
The Company measures its equity investments in Prairie AquaTech, LLC, Prairie AquaTech Manufacturing, LLC, Prairie AquaTech Investments, LLC and High Plains Partners, LLC at cost less any impairment plus or minus observable price changes in orderly transactions since these investments do not have readily determinable fair values.
The Company previously accounted for its investment in Prairie AquaTech, LLC using the equity method due to the Company's ability to influence management decisions of Prairie AquaTech, LLC, due to its Board position on the Entity's Board of Managers. While the Company still holds its position on that entity's Board of Managers, the Company's ability to influence management decisions has been reduced due to additional quantity of board seats outstanding. Therefore, the Company ceased its accounting for its investment in Prairie AquaTech, LLC under the equity method, and began measuring the investments at cost.
Investments in cooperatives are recorded in a manner similar to equity investments without readily determinable fair values, cost plus the amount of patronage earnings allocated to the Company, less any cash distributions received.
Property and equipment is stated at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. When depreciable properties are sold or retired, the cost and accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income.
Depreciation is provided for over the estimated useful lives of the individual assets using the straight-line method. The range of the estimated useful lives used in the computation of depreciation is as follows:
| Building and improvements | |||||
| Equipment and furnishings | |||||
| Railcars | |||||
9
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Deferred revenue
The Company recognizes revenues as earned. Amounts received in advance of the period in which service is rendered are recorded as a liability under “Deferred liabilities”. The Company's deferred revenues as of January 1, 2021 was $0 .
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
The Company accounts for all of its revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers.
The Company principally generates revenue from merchandising and transporting manufactured agricultural products used as ingredients in food, feed, energy and industrial products. Revenue is measured based on the consideration specified in the contract with a customer, and excludes any amounts collected on behalf of third parties (e.g. - taxes). The Company follows a policy of recognizing revenue at a single point in time when it satisfies its performance obligation by transferring control over a product to a customer. Control transfer typically occurs when goods are shipped from our facilities or at other predetermined control transfer points (for instance, destination terms). Shipping and handling costs related to contracts with customers for sale of goods are accounted for as a fulfillment activity and are included in cost of revenues. Accordingly, amounts billed to customers for such costs are included as a component of revenues.
Payments received in advance to the transfer of goods, or "contract liabilities", are included in "Deferred liabilities - current" on the Company's balance sheets. These customer prepayments totaled $1,074,059 and $1,347,409 as of December 31, 2022 and 2021, respectively. All of the $1,347,409 balance as of December 31, 2021 was recognized as revenue during the year ended December 31, 2022. All of the $1,728,407 balance as of December 31, 2020 was recognized as revenue during the year ended December 31, 2021.
The following table presents a disaggregation of revenue from contracts with customers for the years ended December initiated 31, 2022, 2021, and 2020, by product type:
| 2022 | 2021 | 2020 | |||||||||||||||
| Soybean meal and hulls | $ | $ | $ | ||||||||||||||
| Soybean oil and oil byproducts | |||||||||||||||||
| Totals | $ | $ | $ | ||||||||||||||
Freight
The Company presents all amounts billed to the customer for freight as a component of net revenue. Costs incurred for freight are reported as a component of cost of revenue.
Advertising costs
Advertising and promotion costs are expensed as incurred. The Company incurred $96,000 , $66,000 , and $65,000 , of advertising costs in the years ended December 31, 2022, 2021, and 2020, respectively.
10
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Environmental remediation
It is management’s opinion that the amount of any potential environmental remediation costs will not be material to the Company’s financial condition, results of operations, or cash flows; therefore, no accrual has been recorded.
Accounting for derivative instruments and hedging activities
All of the Company’s derivatives are designated as non-hedge derivatives. The futures and options contracts, as well as the interest rate swaps, caps and floors, used by the Company are discussed below. Although the contracts may be effective economic hedges of specified risks, they are not designated as, nor accounted for, as hedging instruments.
The Company, as part of its trading activity, uses futures and option contracts offered through regulated commodity exchanges to reduce risk. The Company is exposed to risk of loss in the market value of inventories. To reduce that risk, the Company generally takes opposite and offsetting positions using futures contracts or options. Unrealized gains and losses on futures and options contracts used to hedge soybean, oil and meal inventories, as well as foreign exchange rates, are recognized as a component of net proceeds for financial reporting.
The Company uses interest rate swaps, caps and floors offered through regulated commodity exchanges. The Company is exposed to risk of loss resulting from potential increases in interest rates on their variable rate debt. To reduce that risk, the Company has purchased interest rate swaps, caps and floors. Unrealized gains and losses on interest rate swaps, caps and floors are reflected in current earnings immediately.
Earnings per capital unit
Earnings per capital unit are calculated based on the weighted average number of capital units outstanding. The Company has no other capital units or other member equity instruments that are dilutive for purposes of calculating earnings per capital unit.
Income taxes
As a limited liability company, the Company’s taxable income or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for income taxes has been included in the financial statements.
The Company has evaluated the provisions of FASB ASC 740-10 for uncertain tax positions. As of December 31, 2022 and 2021, the unrecognized tax benefit accrual was zero
The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred.
As of December 31, 2022, the book value of the Company’s net assets exceeds the tax basis of those assets by approximately $34.3 million.
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are no longer subject to income tax examinations by U.S. federal and state tax authorities for years prior to 2018. We currently have no tax years under examination.
Recent accounting pronouncements
Any recent accounting pronouncements are not expected to have a material impact on our financial statements.
Note 2 - Accounts Receivable
11
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
The following table presents the aging analysis of trade receivables as of December 31, 2022 and 2021:
| 2022 | 2021 | ||||||||||
| Past due: | |||||||||||
| Less than 30 days past due | $ | $ | |||||||||
| 30-59 days past due | |||||||||||
| 60-89 days past due | |||||||||||
| Greater than 90 days past due | |||||||||||
| Total past due | |||||||||||
| Current | |||||||||||
| Totals | $ | $ | |||||||||
The following table provides information regarding the Company’s allowance for doubtful accounts receivable as of December 31, 2022, 2021, and 2020:
| 2022 | 2021 | 2020 | |||||||||||||||
| Balances, beginning of year | $ | $ | $ | ||||||||||||||
| Amounts charged (credited) to costs and expenses | ( | ||||||||||||||||
| Additions (deductions) | ( | ||||||||||||||||
| Balances, end of year | $ | $ | $ | ||||||||||||||
In general cash received 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 1.5
The Company's accounts receivable as of January 1, 2021 was $28,990,655 .
Note 3 - Inventories
| 2022 | 2021 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials | |||||||||||
| Supplies & miscellaneous | |||||||||||
| Totals | $ | $ | |||||||||
Finished goods and raw materials are valued at estimated market value, which approximates net realizable value. Supplies and other inventories are stated at lower of cost or net realizable value.
Note 4 - Margin Deposits
12
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Note 5 - Investments in Related Parties
The Company's investment in related parties consists of the following at December 31:
| 2022 | 2021 | ||||||||||
| Prairie AquaTech, LLC | $ | $ | |||||||||
| Prairie AquaTech Investments, LLC | |||||||||||
| Prairie AquaTech Manufacturing, LLC | |||||||||||
| High Plains Partners, LLC | |||||||||||
| Totals | $ | $ | |||||||||
The Company measures its investments in Prairie AquaTech, LLC, Prairie AquaTech Investments, LLC, Prairie AquaTech Manufacturing, LLC and High Plains Partners, LLC at their cost less any impairment plus or minus any observable price changes in orderly transactions since these equity investments do not have readily determinable fair values.
The Company previously accounted for the investment in Prairie AquaTech, LLC using the equity method due to the Company's ability to exercise significant influence based on its board position. In October 2019, the Company ceased the accounting for its investment in Prairie AquaTech, LLC under the equity method, and began accounting for the investment at fair value as a result of its decreased ability to exercise significant influence due to an increased quantity of board positions.
The Company invested in Prairie AquaTech Manufacturing, LLC $0 , $0 and $404,329 in cash and an additional $1,436,420 , $1,436,420 and $1,049,834 of soybean meal in 2022, 2021, and 2020 respectively, to be used in the entity's operations.
In February 2022, the Company announced its plans to construct a multi-seed processing plant near Mitchell, South Dakota. In September 2022, the Company entered into a capital contribution and commitment agreement with High Plains Partners, LLC. Per the agreement, the Company will transfer all rights, title and interest to all of the tangible and intangible development rights, including engineering, permitting, studies, records, etc., held by the Company in exchange for 2,615 Class B units in High Plains Partners, LLC. The Company also committed to invest at least another $70.0 million for 17,169 Class B capital units in the entity. As of December 31, 2022, the Company had contributed $2,376,180 towards the project. Operation of the facility is expected to begin in late 2025.
Note 6 - Investments in Cooperatives
The Company’s investments in cooperatives consist of the following at December 31:
| 2022 | 2021 | ||||||||||
| CoBank | $ | $ | |||||||||
13
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Note 7 - Property and Equipment
The following is a summary of property and equipment at December 31:
| 2022 | 2021 | ||||||||||||||||||||||
| Cost | Accumulated Depreciation | Net | Net | ||||||||||||||||||||
| Land | $ | $ | $ | $ | |||||||||||||||||||
| Land improvements | ( | ||||||||||||||||||||||
| Buildings and improvements | ( | ||||||||||||||||||||||
| Machinery and equipment | ( | ||||||||||||||||||||||
| Railroad cars | ( | ||||||||||||||||||||||
| Company vehicles | ( | ||||||||||||||||||||||
| Furniture and fixtures | ( | ||||||||||||||||||||||
| Construction in progress | |||||||||||||||||||||||
| Totals | $ | $ | ( | $ | $ | ||||||||||||||||||
Note 8 - Notes Payable - Seasonal Loan
Note 9 - Long-Term Debt
The following is a summary of the Company's long-term debt at December 31, 2022 and 2021:
| 2022 | 2021 | ||||||||||
Revolving term loan from CoBank, interest at variable rates ( | $ | $ | |||||||||
| Less current maturities | ( | ||||||||||
Less debt issuance costs, net of amortization of $ | ( | ( | |||||||||
| Totals | $ | $ | |||||||||
The Company entered into an agreement as of April 27, 2022 with CoBank to amend and restate its Credit Agreement, which includes both the revolving term and seasonal loans. Under the terms and conditions of the Credit Agreement, CoBank agreed to make advances to the Company for up to $16,000,000 on the revolving term loan with a variable effective interest rate of 6.85 %. The amount available for borrowing on the revolving term loan, will decrease by $2,000,000 every six months until the loan's maturity date of March 20, 2026 . The Company pays a 0.40 % annual commitment fee on any funds not borrowed. The debt issuance costs of $24,000 paid by the Company will be amortized over the term of the loan. The principal balance outstanding on the revolving term loan was $8.8 million and $16.9 million as of December 31, 2022 and 2021, respectively. There were approximately $5.2 million in remaining commitments available to borrow on the revolving term loan as of December 31, 2022.
14
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
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 December 31, 2022.
On April 20, 2020, the Company entered into an unsecured promissory note for $1,215,700 under the U.S. Small Business Administration's Paycheck Protection Program ("PPP Loan"), a loan program created under the Coronavirus Aid, Relief and Economic Security (the "CARES Act"). The PPP Loan is being made through First Bank & Trust, N.A. The PPP Loan was scheduled to mature on July 20, 2022 and had a 1 % interest rate. The Company submitted to the SBA a loan forgiveness application on November 20, 2020, with the amount which may be forgiven equal to the sum of qualifying expenses such as payroll costs, rent obligations, and covered utility payments. The forgiveness application was approved by the SBA for $1,205,700 on November 25, 2020 and $10,000 on February 19, 2021.
The following are minimum principal payments on long-term debt obligations for the years ended December 31:
| 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| Total | $ | ||||
Note 10 - Operating Leases
The Company has several operating leases for railcars. These leases have terms ranging from 3 -12 years and most do not have renewal terms provided. The leases require the Company to maintain the condition of the railcars, restrict the use of the railcars to specified products, such as soybean meal, hulls or oil, limit usage to the continental United States, Canada or Mexico, require approval to sublease to other entities, and require the Company's submission of its financial statements. Lease expense for all railcars was $2,938,930 , $3,026,270 , and $3,099,585 for the years ended December 31, 2022, 2021, and 2020, respectively.
The following is a schedule of the Company's operating leases for railcars as of December 31, 2022:
| Lessor | Quantity of Railcars | Commencement Date | Maturity Date | Monthly Payment | ||||||||||||||||||||||
| American Railcar Leasing | 6/1/2021 | 5/31/2024 | $ | |||||||||||||||||||||||
| Andersons Railcar Leasing Co. | 7/1/2018 | 6/30/2023 | ||||||||||||||||||||||||
| Andersons Railcar Leasing Co. | 7/1/2019 | 6/30/2026 | ||||||||||||||||||||||||
| Andersons Railcar Leasing Co. | 11/1/2021 | 10/31/2026 | ||||||||||||||||||||||||
| Farm Credit Leasing | 9/1/2020 | 8/31/2032 | ||||||||||||||||||||||||
| Farm Credit Leasing | 6/1/2021 | 5/31/2033 | ||||||||||||||||||||||||
| Farm Credit Leasing | 10/1/2021 | 9/30/2033 | ||||||||||||||||||||||||
| Farm Credit Leasing | 7/1/2022 | 6/30/2034 | ||||||||||||||||||||||||
| Farm Credit Leasing | 8/1/2022 | 7/31/2034 | ||||||||||||||||||||||||
| Farm Credit Leasing | 10/1/2022 | 9/30/2034 | ||||||||||||||||||||||||
| GATX Corporation | 7/1/2020 | 6/30/2024 | ||||||||||||||||||||||||
| Trinity Capital | 11/1/2020 | 10/31/2023 | ||||||||||||||||||||||||
| Trinity Capital | 11/1/2020 | 10/31/2023 | ||||||||||||||||||||||||
| Trinity Capital | 6/1/2021 | 5/31/2026 | ||||||||||||||||||||||||
| Wells Fargo Rail | 3/1/2022 | 2/28/2027 | ||||||||||||||||||||||||
| Wells Fargo Rail | 5/1/2022 | 4/30/2027 | ||||||||||||||||||||||||
| Wells Fargo Rail | 5/1/2022 | 4/30/2027 | ||||||||||||||||||||||||
15
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
| Lessor | Quantity of Railcars | Commencement Date | Maturity Date | Monthly Payment | ||||||||||||||||||||||
| Wells Fargo Rail | 1/1/2023 | 12/31/2029 | ||||||||||||||||||||||||
| Totals | $ | |||||||||||||||||||||||||
The Company also has a number of other operating leases for machinery and equipment. These leases have terms ranging from 3 -7 years; however, most of these leases have automatic renewal terms. These leases require monthly payments of $4,159 . Rental expense under these other operating leases was $81,973 , $38,606 , and $41,079 , for the years ended December 31, 2022, 2021, and 2020, respectively.
On March 19, 2020, the Company entered into an agreement with an entity in the western United States to provide storage and handling services for the Company's soybean meal. The Company paid the entity $3,300,000 , which is included in current operating lease liabilities on the Company's balance sheet, after the entity's construction of additional storage and handling facilities. The agreement began May 1, 2021 and will mature on April 30, 2027 but includes an additional seven-year renewal period at the sole discretion of the Company. Rental expense under this agreement was $235,714 , $157,143 , and $0 , for the years ended December 31, 2022, 2021, and 2020, respectively.
Operating leases are included in right-to-use lease assets, current operating lease liabilities, and long-term lease liabilities on the Company's balance sheets. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company's secured incremental borrowing rates or implicit rates, when readily determinable. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the balance sheet.
Lease expense for these operating leases is recognized on a straight-line basis over the lease terms. The components of lease costs recognized within our statements of operations for the years ended December 31, 2022, 2021, and 2020 were as follows:
| 2022 | 2021 | 2020 | ||||||||||||||||||
| Cost of revenues - Freight and rail | $ | $ | $ | |||||||||||||||||
| Cost of revenues - Production | ||||||||||||||||||||
| Administration expenses | ||||||||||||||||||||
| Total operating lease costs | $ | $ | $ | |||||||||||||||||
The following summarizes the supplemental cash flow information for the years ended December 31, 2022, 2021, and 2020:
| 2022 | 2021 | 2020 | ||||||||||||||||||
| Cash paid for amounts included in measurement of lease liabilities | $ | $ | $ | |||||||||||||||||
| Supplemental non-cash information: | ||||||||||||||||||||
| Right-of-use assets obtained in exchange for lease liabilities | $ | $ | $ | |||||||||||||||||
The following summarizes the weighted-average remaining lease term and weighted-average discount rate:
| December 31, 2022 | ||||||||
| Weighted-average remaining lease term - operating leases (in years) | ||||||||
| Weighted-average discount rate - operating leases | % | |||||||
16
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
The following is a maturity analysis of the undiscounted cash flows of the operating lease liabilities as of December 31, 2022:
| Railcars | Other | Total | ||||||||||||||||||
| Year ended December 31: | ||||||||||||||||||||
| 2023 | $ | $ | $ | |||||||||||||||||
| 2024 | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total lease payments | ||||||||||||||||||||
| Less amount of lease payments representing interest | ( | ( | ( | |||||||||||||||||
| Total present value of lease payments | $ | $ | $ | |||||||||||||||||
Note 11 - Employee Benefit Plans
The Company maintains a Section 401(k) plan for employees who meet the eligibility requirements set forth in the plan documents. The Company matches a percentage of an employee's contributed earnings. The amounts charged to expense under this plan were approximately $305,000 , $249,000 , and $214,000 for the years ended December 31, 2022, 2021, and 2020, respectively.
The Company's Board of Managers approved payment of a profit-based incentive bonus to be awarded to eligible employees following the close of each fiscal year. The Board has allocated approximately 4.7 % of profits over $2 million to fund this benefit. Individual amounts are based upon criteria determined by a formula that considers current pay, level of responsibility, and impact on profits of each position. The amounts charged to expense under this incentive were approximately $3,246,000 , $1,289,000 , and $673,000 for the years ended December 31, 2022, 2021, and 2020, respectively.
In January 2022, the Company entered into a deferred compensation agreement with a key executive. The agreement provides for a monetary incentive, contingent on the individual's performance. The award will vest, ratable over eight years , at 12.5 % per year. Vested amounts will then be paid in conjunction with retirement or post-separation, as specified upon the initial award. The Company recognized expense of $96,250 , $0 and $0 related to this agreement during the years ended December 31, 2022, 2021 and 2020, respectively, related to this agreement.
Note 12 - Cash Flow Information
The following is a schedule of changes in assets and liabilities used to determine cash from operating activities:
| 2022 | 2021 | 2020 | |||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Trade accounts receivable | $ | ( | $ | ( | $ | ( | |||||||||||
| Inventories | ( | ( | ( | ||||||||||||||
| Commodity derivative instruments | ( | ( | ( | ||||||||||||||
| Margin account deposit | ( | ||||||||||||||||
| Prepaid expenses | ( | ( | |||||||||||||||
| Accounts payable | ( | ||||||||||||||||
| Accrued commodity purchases | |||||||||||||||||
| Accrued expenses and interest | |||||||||||||||||
| Deferred liabilities | ( | ( | |||||||||||||||
| Totals | $ | ( | $ | ( | $ | ( | |||||||||||
17
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Note 13 - 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 and, occasionally, foreign exchange and interest rates. The Company’s derivative instruments primarily consist of commodity futures, options and forward contracts, and interest rate swaps, caps and floors. 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 on the Company’s balance sheets at fair value as discussed in Note 14, Fair Value.
As of December 31, 2022 and 2021, the value of the Company’s open futures, options and forward contracts was approximately $(9,059,941 ) and $(15,711,099 ), respectively.
| December 31, 2022 | |||||||||||||||||
| Balance Sheet Classification | Asset Derivatives | Liability Derivatives | |||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Commodity contracts | Current Assets/Liabilities | $ | $ | ||||||||||||||
| Foreign exchange contracts | Current Assets/Liabilities | ||||||||||||||||
| Interest rate caps and floors | Current Assets/Liabilities | ||||||||||||||||
| Totals | $ | $ | |||||||||||||||
| December 31, 2021 | |||||||||||||||||
| Balance Sheet Classification | Asset Derivatives | Liability Derivatives | |||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Commodity contracts | Current Assets/Liabilities | $ | $ | ||||||||||||||
| Foreign exchange contracts | Current Assets/Liabilities | ||||||||||||||||
| Interest rate caps and floors | Current Assets/Liabilities | ||||||||||||||||
| Totals | $ | $ | |||||||||||||||
During the years ended December 31, 2022, 2021, and 2020, net realized and unrealized gains (losses) on derivative transactions were recognized in the statements of operations as follows:
| Net Gain (Loss) Recognized on Derivative Activities for the Year Ending December 31: | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Commodity contracts | $ | ( | $ | ( | $ | ( | |||||||||||
| Foreign exchange contracts | ( | ( | |||||||||||||||
| Interest rate swaps, caps and floors | ( | ||||||||||||||||
| Totals | $ | ( | $ | ( | $ | ( | |||||||||||
The Company recorded gains (losses) of $(1,073,579 ), $(10,042,360 ), and $(8,925,177 ) in cost of goods sold related to its commodity derivative instruments for the years ended December 31, 2022, 2021, and 2020, respectively.
Note 14 - Fair Value
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
18
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
instruments with quoted prices, such as equities listed on the New York Stock Exchange and commodity derivative contracts listed on the Chicago Board of Trade (“CBOT”).
•Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs, such as commodity prices using forward future prices.
•Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.
The following tables set forth financial assets and liabilities measured at fair value in the balance sheets and the respective levels to which fair value measurements are classified within the fair value hierarchy as of December 31, 2022 and 2021:
Fair Value as of December 31, 2022 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Financial assets: | |||||||||||||||||||||||
| Inventory | $ | $ | $ | $ | |||||||||||||||||||
| Commodity derivative instruments | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Margin deposits | $ | $ | $ | $ | |||||||||||||||||||
Fair Value as of December 31, 2021 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||
| Inventory | $ | $ | $ | $ | |||||||||||||||||||
| Commodity derivative instruments | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Margin deposits | $ | $ | $ | $ | |||||||||||||||||||
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 the area.
The Company considers the carrying amount of significant classes of financial instruments on the balance sheets, including cash, accounts receivable, and accounts payable, 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 has patronage investments in other cooperatives and common and preferred stock holdings in privately held entities. There is no market for their patronage credits or the entity’s common and preferred holdings, and it is impracticable to estimate the 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.
Note 15 - Related Party Transactions
The Company sold soybean products to Prairie AquaTech, LLC and Prairie AquaTech Manufacturing, LLC totaling $17,583,144 , $7,333,479 , and $1,550,772 during the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022 and 2021, Prairie AquaTech, LLC and Prairie AquaTech Manufacturing, LLC owed the Company $1,433,551 and $776,767 , respectively.
The Company has entered into agreements with Prairie AquaTech Manufacturing, LLC to perform various management services and to serve as the owner's representative during the construction of its new manufacturing
19
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Note 16 - Business Credit Risk and Concentrations
The Company also grants credit to customers throughout the United States and Canada. The Company evaluates each customer’s credit worthiness on a case-by-case basis. Accounts receivable are generally unsecured. These receivables were $43,517,754 and $36,568,770 at December 31, 2022 and 2021, respectively.
Soybean meal sales accounted for approximately 48 %, 55 %, and 62 % of total revenues for the years ended December 31, 2022, 2021, and 2020, respectively. Soybean oil sales represented approximately 49 %, 41 %, and 34 % of total revenues for the years ended December 31, 2022, 2021, and 2020, respectively.
Net revenue by geographic area for the years ended December 31, 2022, 2021, and 2020 are as follows:
| 2022 | 2021 | 2020 | |||||||||||||||
| United States | $ | $ | $ | ||||||||||||||
| Canada | |||||||||||||||||
| Totals | $ | $ | $ | ||||||||||||||
Note 17 - Members' Equity
A minimum of 2,500 capital units is required for an ownership interest in the Company. Such units are subject to certain transfer restrictions. The Company retains the right to redeem the units at the greater of $0.20 per unit or the original purchase price less cumulative distributions through the date of redemption in the event a member attempts to dispose of the units in a manner not in conformity with the Operating Agreement, if a member becomes a holder of less than 2,500 units, or if a member becomes an owner (directly or indirectly) of more than 10% of the issued and outstanding capital units. Earnings, losses and cash distributions are allocated to members based on their percentage of ownership in the Company.
On February 1, 2022, the Company's Board of Managers approved a cash distribution of approximately $17.3 million, or 57.0 cents per capital unit. The distribution was paid in accordance with the Company's operating agreement and distribution policy on February 4, 2022.
Note 18 - Commitments and Contingencies
As of December 31, 2022, the Company had unpaid commitments of approximately $3.0 million for construction and acquisition of property and equipment, all of which is expected to be incurred by December 2023.
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 disputes. 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 proceedings and are not aware of any potential claims.
Note 19 - Subsequent Events
Except for the events listed below, we evaluated all of our activity and concluded that no subsequent events have occurred that would require recognition in our financial statements or disclosed in the notes to our financial statements.
On January 31, 2023, the Company’s Board of Managers declared a cash distribution to its members of approximately $36.5 million. The distribution was issued and paid to members on February 2, 2023 in accordance with the Company's operating agreement and distribution policy.
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South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
On January 31, 2023, the Company entered into an amendment of the seasonal loan agreement with CoBank. The maximum amount that the Company may borrow under the seasonal loan is decreased from $85.0 million to $75.0 million until the loan's new maturity date on December 1, 2023. All other material items and conditions under the seasonal loan agreement remain unchanged following this amendment.
On March 3, 2023, the Company entered into an amendment of the seasonal loan agreement with CoBank. The maximum amount that the Company may borrow under the seasonal loan is increased from $75.0 million to $85.0 million until the loan matures on December 1, 2023. All other material items and conditions under the seasonal loan agreement remain unchanged following this amendment.
21
Exhibit 10.11
Loan No. 18462590S01-L
AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE
THIS AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE (this “Promissory Note”) to the Credit Agreement dated December 28, 2016 (such agreement, as may be amended, hereinafter referred to as the “Credit Agreement”), is entered into as of January 31, 2023 between COBANK, ACB, a federally-chartered instrumentality of the United States (“Lender”) and SOUTH DAKOTA SOYBEAN PROCESSORS, LLC, Volga, South Dakota, a limited liability company (together with its permitted successors and assigns, the “Borrower”). Capitalized terms not otherwise defined in this Promissory Note will have the meanings set forth in the Credit Agreement.
RECITALS
(A)This Promissory Note amends, restates, replaces and supersedes, but does not constitute payment of the indebtedness evidenced by, the promissory note set forth in the Amended and Restated Revolving Credit Promissory Note numbered 18462590S01-K, dated as of April 27, 2022, between Lender and the Borrower.
SECTION 1. REVOLVING CREDIT COMMITMENT. On the terms and conditions set forth in the Credit Agreement and this Promissory Note, Lender agrees to make loans to the Borrower during the period set forth below in an aggregate principal amount not to exceed $75,000,000.00, at any one time outstanding (the “Commitment”). Within the limits of the Commitment, the Borrower may borrow, repay and re-borrow.
SECTION 2. PURPOSE. The purpose of the Commitment is to finance the operating needs of the Borrower.
SECTION 3. TERM. The term of the Commitment will be from the date hereof, up to and including December 1, 2023, or such later date as Lender may, in its sole discretion, authorize in writing (the “Term Expiration Date”). Notwithstanding the foregoing, the Commitment will be renewed for an additional year only if, on or before the Term Expiration Date, Lender provides to the Borrower a written notice of renewal for an additional year (a “Renewal Notice”). If on or before the Term Expiration Date, Lender grants a short-term extension of the Commitment, the Commitment will be renewed for an additional year only if Lender provides to the Borrower a Renewal Notice on or before such extended expiration date. All annual renewals will be measured from, and effective as of, the same day as the Term Expiration Date in any year.
SECTION 4. LIMITS ON ADVANCES, AVAILABILITY, ETC. The loans will be made available as provided in Article 2 of the Credit Agreement.
SECTION 5. INTEREST. The Borrower agrees to pay interest on the unpaid balance of the loan(s) in accordance with the following interest rate option(s):
(A) One-Month LIBOR Index Rate. At a variable rate per annum equal at all times to 2.250% (the “Daily Simple SOFR Margin”) plus the higher of: (1) zero percent (0.00%); and (2) Daily Simple SOFR (as defined below). Borrowings may only be made on a day which is a Business Day (as defined below) and requests for borrowings must be received by 12:00 p.m. Denver, Colorado time on the date the borrowing is desired. Information about the then-current rate will be made available upon telephonic request. For purposes of this Promissory Note, Daily Simple SOFR shall be considered a
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variable rate option. For purposes hereof, (a) “Daily Simple SOFR” means SOFR (as defined below) for the day that is five U.S. Government Securities Business Days (as defined below) prior to (i) if such day is a U.S. Government Securities Business Day, such day or (ii) if such day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such day. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower; (b) “SOFR” means, for any U.S. Government Securities Business Day, a rate per annum equal to the secured overnight financing rate for such day published (at such time as Lender may determine in its sole discretion) by the SOFR Administrator on its website (or any successor source identified by the SOFR Administrator from time to time) on the immediately succeeding U.S. Government Securities Business Day; (c) “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate); (d) “U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday, or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; and (e) “Business Day” means a day on which Lender and the Federal Reserve Banks are open for business.
Interest will be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and will be payable monthly in arrears by the 20th day of the following month or on such other day as Lender will require in a written notice to the Borrower (“Interest Payment Date”).
SECTION 6. PROMISSORY NOTE. The Borrower promises to repay the unpaid principal balance of the loans on the Term Expiration Date, as the term may be extended from time to time.
In addition to the above, the Borrower promises to pay interest on the unpaid principal balance of the loans at the times and in accordance with the provisions set forth herein.
SECTION 7. SECURITY. The Borrower’s obligations hereunder and, to the extent related hereto, under the Credit Agreement, will be secured as provided in Section 2.3 of the Credit Agreement.
SECTION 8. FEES.
(A)Commitment Fee. In consideration of the Commitment, the Borrower agrees to pay to Lender a commitment fee on the average daily unused available portion of the Commitment at the rate of 0.200% per annum (calculated on a 360-day basis), payable monthly in arrears by the 20th day following each month. Such fee will be payable for each month (or portion thereof) occurring during the original or any extended term of the Commitment.
(B)Letter of Credit Fee(s): The Borrower agrees to pay to Lender any fees, administrative expenses, and other customary charges that Lender may charge or incur from time to time in connection with the issuance, maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration of the letter of credit. In addition, the Borrower agrees to pay to Lender:
1.Issuance Fee. Upon the issuance of the letter of credit, an issuance fee equal to $1,000.00.
2.Commission Fee. A commission fee equal to the Daily Simple SOFR Margin multiplied by the face amount of the letter of credit (computed on the basis of a year of 360 days and actual days elapsed), which fee shall be payable quarterly in arrears on the 20th of each calendar quarter following issuance of the letter of credit, and on the last day of the term of the Commitment.
SECTION 9. LETTERS OF CREDIT. If agreeable to Lender in its sole discretion in each instance, in addition to loans, the Borrower may utilize the Commitment to open irrevocable letters of credit for its account. Each letter of credit will be issued within a reasonable period of time after Lender’s receipt of a
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duly completed and executed copy of Lender’s then current form of Application and Reimbursement Agreement or, if applicable, in accordance with the terms of any CoTrade Agreement between the parties, and will reduce the amount available under the Commitment by the maximum amount capable of being drawn under such letter of credit. Any draw under any letter of credit issued hereunder will be deemed a loan under the Commitment and will be repaid in accordance with this Promissory Note. Each letter of credit must be in form and content acceptable to Lender and must expire no later than the maturity date of the Commitment.
SECTION 10. OVERADVANCES. Lender shall not be obligated to make advances in excess of the Commitment (“Overadvances”), but may elect to do so in its sole discretion. Each such Overadvance shall be secured hereunder and under Section 2.3 of the Credit Agreement. If Lender approves an Overadvance, the Borrower shall reimburse Lender immediately and without notice or demand for (1) the full amount of each overadvance; (2) all overadvance fees and charges that Lender may impose from time to time; (3) interest on the amount of each overadvance at the rate that applies to the loan(s) for the day such overadvance was created and for each following day until it has been repaid, and (4) all losses Lender incurs in collecting the overadvance and any fees, charges, expenses or interest relating to it. In addition to all other rights and remedies available to Lender, Lender may (and the Borrower specifically gives Lender the authority to): (1) set off the unpaid balance of any overadvance against any debt or other amount that Lender owes to the Borrower; (2) liquidate any investments or other assets in any account the Borrower maintains with Lender or in connection with the loan(s); and (3) enforce its interests in any available collateral it holds to secure the Borrower’s obligations hereunder and under the Credit Agreement. If Lender elects to make an advance in excess of the Commitment, doing so does not obligate Lender to make or permit future Overadvances under the Commitment.
SECTION 11. BENCHMARK AND TENOR REPLACEMENT AND MODIFICATION.
Notwithstanding anything to the contrary in this Promissory Note or in any other Loan Document,
(A)if at any time Lender determines that (1) any interest rate offered hereunder (each such interest rate, a “Benchmark”) or any tenor of such Benchmark has been, or is likely to be, discontinued; any Benchmark or any tenor of any Benchmark is not or is likely to not be representative of the underlying market and economic reality that such Benchmark or tenor is intended to measure; or (3) any Benchmark or any tenor of any Benchmark does not, or is likely not to, adequately and fairly reflect the cost to Lender of making or maintaining loans hereunder, or (4) any Benchmark or any tenor of any Benchmark is, or is likely to be, unlawful, Lender may amend this Promissory Note and any other Loan Document to replace such Benchmark or tenor with a Benchmark Replacement or to remove such tenor.
The selection of a Benchmark Replacement by Lender may be for one, some or all tenors of the then- current Benchmark. “Benchmark Replacement” means, for any Benchmark or tenor, a replacement benchmark rate, which may include a spread adjustment, that has been selected by Lender in its sole discretion, giving due consideration to (a) any recommendation by a relevant governmental body of a replacement benchmark rate, the mechanism for determining such a rate or a spread adjustment, or (b) any evolving or then-prevailing market convention for determining a benchmark rate or a spread adjustment. Lender may effect such amendments to this Promissory Note and the other Loan Documents as Lender in its sole discretion deems appropriate to reflect the adoption and implementation of such replacement rate, which amendments will become effective without any further action or consent of any other party to this Promissory Note or any other Loan Document; provided that Lender shall give the Borrower notice of any such amendment. In no event shall any Benchmark Replacement be less than zero percent (0.00%).
(B)if at any time Lender determines in its discretion that any Benchmark or any tenor of any Benchmark is unavailable for any reason on a temporary basis, Lender may (i) calculate such Benchmark or tenor using such previous or historical publications of such Benchmark or tenor as Lender determines
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in its discretion to be appropriate, (ii) suspend the availability of such tenor or (iii) select and apply a Benchmark Replacement during such period.
(C)Lender will have the right to make from time to time any technical, administrative or operational changes that Lender decides in its discretion may be appropriate to permit or enhance the efficient administration of any Benchmark or any tenor of any Benchmark or the adoption, implementation or administration of any Benchmark Replacement or any tenor of any Benchmark Replacement. Any amendments implementing such changes will become effective without any further action or consent of any other party to this Promissory Note or any other Loan Document; provided that Lender shall give the Borrower notice of any such amendment.
SIGNATURE PAGE FOLLOWS
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SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Promissory Note to the Credit Agreement to be executed by their duly authorized officer(s).
| SOUTH DAKOTA SOYBEAN PROCESSORS, LLC | ||||||||||||||
| By: | /s/ Mark Hyde | |||||||||||||
| Name: | Mark Hyde | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||
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SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Promissory Note to the Credit Agreement to be executed by their duly authorized officer(s).
| COBANK, ACB | ||||||||||||||
| By: | /s/ Odessa Chambers | |||||||||||||
| Name: | Odessa Chambers | |||||||||||||
| Title: | Assistant Corporate Secretary | |||||||||||||
6
Exhibit 10.12
Loan No. 18462590S01-M
AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE
THIS AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE (this “Promissory Note”) to the Credit Agreement dated December 28, 2016 (such agreement, as may be amended, hereinafter referred to as the “Credit Agreement”), is entered into as of March 2, 2023 between COBANK, ACB, a federally-chartered instrumentality of the United States (“Lender”) and SOUTH DAKOTA SOYBEAN PROCESSORS, LLC, Volga, South Dakota, a limited liability company (together with its permitted successors and assigns, the “Borrower”). Capitalized terms not otherwise defined in this Promissory Note will have the meanings set forth in the Credit Agreement.
RECITALS
(A)This Promissory Note amends, restates, replaces and supersedes, but does not constitute payment of the indebtedness evidenced by, the promissory note set forth in the Amended and Restated Revolving Credit Promissory Note numbered 18462590S01-L, dated as of January 31, 2023, between Lender and the Borrower.
SECTION 1. REVOLVING CREDIT COMMITMENT. On the terms and conditions set forth in the Credit Agreement and this Promissory Note, Lender agrees to make loans to the Borrower during the period set forth below in an aggregate principal amount not to exceed $85,000,000.00, at any one time outstanding (the “Commitment”). Within the limits of the Commitment, the Borrower may borrow, repay and re-borrow.
SECTION 2. PURPOSE. The purpose of the Commitment is to finance the operating needs of the Borrower.
SECTION 3. TERM. The term of the Commitment will be from the date hereof, up to and including December 1, 2023, or such later date as Lender may, in its sole discretion, authorize in writing (the “Term Expiration Date”). Notwithstanding the foregoing, the Commitment will be renewed for an additional year only if, on or before the Term Expiration Date, Lender provides to the Borrower a written notice of renewal for an additional year (a “Renewal Notice”). If on or before the Term Expiration Date, Lender grants a short-term extension of the Commitment, the Commitment will be renewed for an additional year only if Lender provides to the Borrower a Renewal Notice on or before such extended expiration date. All annual renewals will be measured from, and effective as of, the same day as the Term Expiration Date in any year.
SECTION 4. LIMITS ON ADVANCES, AVAILABILITY, ETC. The loans will be made available as provided in Article 2 of the Credit Agreement.
SECTION 5. INTEREST. The Borrower agrees to pay interest on the unpaid balance of the loan(s) in accordance with the following interest rate option(s):
(A) One-Month LIBOR Index Rate. At a variable rate per annum equal at all times to 2.250% (the “Daily Simple SOFR Margin”) plus the higher of: (1) zero percent (0.00%); and (2) Daily Simple SOFR (as defined below). Borrowings may only be made on a day which is a Business Day (as defined below) and requests for borrowings must be received by 12:00 p.m. Denver, Colorado time on the date the borrowing is desired. Information about the then-current rate will be made available upon telephonic request. For purposes of this Promissory Note, Daily Simple SOFR shall be considered a
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variable rate option. For purposes hereof, (a) “Daily Simple SOFR” means SOFR (as defined below) for the day that is five U.S. Government Securities Business Days (as defined below) prior to (i) if such day is a U.S. Government Securities Business Day, such day or (ii) if such day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such day. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower; (b) “SOFR” means, for any U.S. Government Securities Business Day, a rate per annum equal to the secured overnight financing rate for such day published (at such time as Lender may determine in its sole discretion) by the SOFR Administrator on its website (or any successor source identified by the SOFR Administrator from time to time) on the immediately succeeding U.S. Government Securities Business Day; (c) “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate); (d) “U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday, or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; and (e) “Business Day” means a day on which Lender and the Federal Reserve Banks are open for business.
Interest will be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and will be payable monthly in arrears by the 20th day of the following month or on such other day as Lender will require in a written notice to the Borrower (“Interest Payment Date”).
SECTION 6. PROMISSORY NOTE. The Borrower promises to repay the unpaid principal balance of the loans on the Term Expiration Date, as the term may be extended from time to time.
In addition to the above, the Borrower promises to pay interest on the unpaid principal balance of the loans at the times and in accordance with the provisions set forth herein.
SECTION 7. SECURITY. The Borrower’s obligations hereunder and, to the extent related hereto, under the Credit Agreement, will be secured as provided in Section 2.3 of the Credit Agreement.
SECTION 8. FEES.
(A)Amendment Fee. In consideration of the Commitment, the Borrower agrees to pay to Lender on the execution hereof, a fee in the amount of $7,500.00.
(B)Commitment Fee. In consideration of the Commitment, the Borrower agrees to pay to Lender a commitment fee on the average daily unused available portion of the Commitment at the rate of 0.200% per annum (calculated on a 360-day basis), payable monthly in arrears by the 20th day following each month. Such fee will be payable for each month (or portion thereof) occurring during the original or any extended term of the Commitment.
(C)Letter of Credit Fee(s): The Borrower agrees to pay to Lender any fees, administrative expenses, and other customary charges that Lender may charge or incur from time to time in connection with the issuance, maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration of the letter of credit. In addition, the Borrower agrees to pay to Lender:
1.Issuance Fee. Upon the issuance of the letter of credit, an issuance fee equal to $1,000.00.
2.Commission Fee. A commission fee equal to the Daily Simple SOFR Margin multiplied by the face amount of the letter of credit (computed on the basis of a year of 360 days and actual days elapsed), which fee shall be payable quarterly in arrears on the 20th of each calendar quarter following issuance of the letter of credit, and on the last day of the term of the Commitment.
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SECTION 9. LETTERS OF CREDIT. If agreeable to Lender in its sole discretion in each instance, in addition to loans, the Borrower may utilize the Commitment to open irrevocable letters of credit for its account. Each letter of credit will be issued within a reasonable period of time after Lender’s receipt of a duly completed and executed copy of Lender’s then current form of Application and Reimbursement Agreement or, if applicable, in accordance with the terms of any CoTrade Agreement between the parties, and will reduce the amount available under the Commitment by the maximum amount capable of being drawn under such letter of credit. Any draw under any letter of credit issued hereunder will be deemed a loan under the Commitment and will be repaid in accordance with this Promissory Note. Each letter of credit must be in form and content acceptable to Lender and must expire no later than the maturity date of the Commitment.
SECTION 10. OVERADVANCES. Lender shall not be obligated to make advances in excess of the Commitment (“Overadvances”), but may elect to do so in its sole discretion. Each such Overadvance shall be secured hereunder and under Section 2.3 of the Credit Agreement. If Lender approves an Overadvance, the Borrower shall reimburse Lender immediately and without notice or demand for (1) the full amount of each overadvance; (2) all overadvance fees and charges that Lender may impose from time to time; (3) interest on the amount of each overadvance at the rate that applies to the loan(s) for the day such overadvance was created and for each following day until it has been repaid, and (4) all losses Lender incurs in collecting the overadvance and any fees, charges, expenses or interest relating to it. In addition to all other rights and remedies available to Lender, Lender may (and the Borrower specifically gives Lender the authority to): (1) set off the unpaid balance of any overadvance against any debt or other amount that Lender owes to the Borrower; (2) liquidate any investments or other assets in any account the Borrower maintains with Lender or in connection with the loan(s); and (3) enforce its interests in any available collateral it holds to secure the Borrower’s obligations hereunder and under the Credit Agreement. If Lender elects to make an advance in excess of the Commitment, doing so does not obligate Lender to make or permit future Overadvances under the Commitment.
SECTION 11. BENCHMARK AND TENOR REPLACEMENT AND MODIFICATION.
Notwithstanding anything to the contrary in this Promissory Note or in any other Loan Document,
(A)if at any time Lender determines that (1) any interest rate offered hereunder (each such interest rate, a “Benchmark”) or any tenor of such Benchmark has been, or is likely to be, discontinued; any Benchmark or any tenor of any Benchmark is not or is likely to not be representative of the underlying market and economic reality that such Benchmark or tenor is intended to measure; or (3) any Benchmark or any tenor of any Benchmark does not, or is likely not to, adequately and fairly reflect the cost to Lender of making or maintaining loans hereunder, or (4) any Benchmark or any tenor of any Benchmark is, or is likely to be, unlawful, Lender may amend this Promissory Note and any other Loan Document to replace such Benchmark or tenor with a Benchmark Replacement or to remove such tenor.
The selection of a Benchmark Replacement by Lender may be for one, some or all tenors of the then- current Benchmark. “Benchmark Replacement” means, for any Benchmark or tenor, a replacement benchmark rate, which may include a spread adjustment, that has been selected by Lender in its sole discretion, giving due consideration to (a) any recommendation by a relevant governmental body of a replacement benchmark rate, the mechanism for determining such a rate or a spread adjustment, or (b) any evolving or then-prevailing market convention for determining a benchmark rate or a spread adjustment. Lender may effect such amendments to this Promissory Note and the other Loan Documents as Lender in its sole discretion deems appropriate to reflect the adoption and implementation of such replacement rate, which amendments will become effective without any further action or consent of any other party to this Promissory Note or any other Loan Document; provided that Lender shall give the Borrower notice of any such amendment. In no event shall any Benchmark Replacement be less than zero percent (0.00%).
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(B)if at any time Lender determines in its discretion that any Benchmark or any tenor of any Benchmark is unavailable for any reason on a temporary basis, Lender may (i) calculate such Benchmark or tenor using such previous or historical publications of such Benchmark or tenor as Lender determines in its discretion to be appropriate, (ii) suspend the availability of such tenor or (iii) select and apply a Benchmark Replacement during such period.
(C)Lender will have the right to make from time to time any technical, administrative or operational changes that Lender decides in its discretion may be appropriate to permit or enhance the efficient administration of any Benchmark or any tenor of any Benchmark or the adoption, implementation or administration of any Benchmark Replacement or any tenor of any Benchmark Replacement. Any amendments implementing such changes will become effective without any further action or consent of any other party to this Promissory Note or any other Loan Document; provided that Lender shall give the Borrower notice of any such amendment.
SIGNATURE PAGE FOLLOWS
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SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Promissory Note to the Credit Agreement to be executed by their duly authorized officer(s).
| SOUTH DAKOTA SOYBEAN PROCESSORS, LLC | ||||||||||||||
| By: | /s/ Mark Hyde | |||||||||||||
| Name: | Mark Hyde | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||
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SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Promissory Note to the Credit Agreement to be executed by their duly authorized officer(s).
| COBANK, ACB | ||||||||||||||
| By: | /s/ Christen Spencer | |||||||||||||
| Name: | Christen Spencer | |||||||||||||
| Title: | Assistant Corporate Secretary | |||||||||||||
6
Exhibit 31.1
Certification
I, Thomas Kersting, certify that:
1.I have reviewed the report on Form 10-K of South Dakota Soybean Processors, LLC for the year ended December 31, 2022;
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.
Date: March 30, 2023
| /s/ Thomas Kersting | |||||
| Thomas Kersting | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
Certification
I, Mark Hyde, certify that:
1.I have reviewed the report on Form 10-K of South Dakota Soybean Processors, LLC for the year ended December 31, 2022;
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.
Date: March 30, 2023
| /s/ Mark Hyde | |||||
| Mark Hyde | |||||
| Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of South Dakota Soybean Processors, LLC (the “Company”) on Form 10-K for the year ending December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas Kersting, the Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(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, 2022 (the last date of the period covered by the Report).
| Dated: | March 30, 2023 | By | /s/ Thomas Kersting | ||||||||
| Thomas Kersting, Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of South Dakota Soybean Processors, LLC (the “Company”) on Form 10-K for the year ending December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Hyde, the Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(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, 2022 (the last date of the period covered by the Report).
| Dated: | March 30, 2023 | By | /s/ Mark Hyde | ||||||||
| Mark Hyde, Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||