South Dakota Soybean Processors LLC 10-Q for FY2022 Q3
South Dakota Soybean Processors LLC (SDSYA)
10-Q
2022-11-10
For: 2022-09-30
View Original
Added on
April 06, 2026
About this 10-Q
South Dakota Soybean Processors LLC filed this 10-Q on November 10, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $184.73M
- up 25.0% from $147.8M a year earlier
- Net income
- $10.44M
- down 27.9% from net income of $14.47M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended September 30, 2022
For the transition period from to
☒ 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) | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
¨ | Large Accelerated Filer | ¨ | Accelerated Filer | x | Smaller Reporting Company | Emerging Growth Company | |||||||||||||||||||||||
| (do not check if a smaller reporting company) | |||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for company with a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
¨ Yes x No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: On November 10, 2022, the registrant had 30,411,500 capital units outstanding.
Table of Contents
| Page | |||||||||||
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
South Dakota Soybean Processors, LLC
Condensed Financial Statements
September 30, 2022 and 2021
3
South Dakota Soybean Processors, LLC
Condensed Balance Sheets
| September 30, 2022 | December 31, 2021 | ||||||||||
| (Unaudited) | |||||||||||
| 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 | $ | $ | |||||||||
(continued on following page)
4
South Dakota Soybean Processors, LLC
Condensed Balance Sheets (continued)
| September 30, 2022 | December 31, 2021 | ||||||||||
| (Unaudited) | |||||||||||
| 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 | |||||||||||
| Total long-term liabilities | |||||||||||
| Commitments and contingencies (Notes 5, 6, 7, and 12) | |||||||||||
| Members' equity | |||||||||||
Class A Units, no par value, outstanding at September 30, 2022 and December 31, 2021, respectively | |||||||||||
| Total liabilities and members' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed financial statements.
5
South Dakota Soybean Processors, LLC
Condensed Statements of Operations (Unaudited)
For the Three and Nine-Month Periods Ended September 30, 2022 and 2021
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||
| 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 per capital unit | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average number of capital units outstanding for calculation of basic and diluted earnings per capital unit | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
6
South Dakota Soybean Processors, LLC
Condensed Statements of Changes in Members' Equity (Unaudited)
For the Nine Months Ended September 30, 2022 and 2021
| Class A Units | |||||||||||
| Units | Amount | ||||||||||
Balances, December 31, 2020 | $ | ||||||||||
| Net income | — | ||||||||||
| Distribution to members | — | ( | |||||||||
Balances, September 30, 2021 | $ | ||||||||||
Balances, December 31, 2021 | $ | ||||||||||
| Net income | — | ||||||||||
| Distribution to members | — | ( | |||||||||
| Liquidation of members' equity | ( | ( | |||||||||
Balances, September 30, 2022 | $ | ||||||||||
The accompanying notes are an integral part of these condensed financial statements.
7
South Dakota Soybean Processors, LLC
Condensed Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2022 and 2021
| 2022 | 2021 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Charges and credits to net income not affecting cash: | |||||||||||
| Depreciation and amortization | |||||||||||
| Net (gain) loss recognized on derivative activities | ( | ( | |||||||||
| Loss (gain) on sale of property and equipment | ( | ||||||||||
| Non-cash patronage dividends | ( | ( | |||||||||
| Forgiveness of Paycheck Protection Program loan | ( | ||||||||||
| Change in current assets and liabilities | ( | ( | |||||||||
| Net cash provided by (used for) operating activities | ( | ( | |||||||||
| Investing activities | |||||||||||
| Retirement of patronage dividends | |||||||||||
| Proceeds from sales of property and equipment | |||||||||||
| Increase in other assets | ( | ||||||||||
| Purchase of property and equipment | ( | ( | |||||||||
| Net cash provided by (used for) investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Change in excess of outstanding checks over bank balances | |||||||||||
| Net proceeds (payments) from seasonal borrowings | |||||||||||
| Distributions to members | ( | ( | |||||||||
| Proceeds from long-term debt | |||||||||||
| Principal payments on long-term debt | ( | ( | |||||||||
| Net cash provided by (used for) financing activities | |||||||||||
| Net change in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes | $ | $ | |||||||||
| Noncash investing activities: | |||||||||||
| Soybean meal contributed as investment in related party | $ | ||||||||||
The accompanying notes are an integral part of these condensed financial statements.
8
South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
Note 1 - Principal Activity and Significant Accounting Policies
The unaudited condensed financial statements contained herein have been prepared pursuant to the rules and regulations of the Securities Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although South Dakota Soybean Processors, LLC (the “Company”, “LLC”, “we”, “our”, or “us”) believes that the disclosures made are adequate to make the information not misleading.
In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included in the accompanying condensed financial statements. The results of operations and cash flows for interim periods are not necessarily indicative of results for a full year due in part to the seasonal nature of some of the Company’s businesses. The balance sheet data as of December 31, 2021 has been derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.
These statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2021, included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 18, 2022 and amended on Form 10-K/A filed with the SEC on April 27, 2022.
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 condensed balance sheets. These customer prepayments totaled $1,147,752 and $1,347,409 as of September 30, 2022 and December 31, 2021, respectively. Of the $1,347,409 balance as of December 31, 2021, the Company recognized $0 and $1,342,478 as revenues for the three and nine months ended September 30, 2022, respectively. Of the $1,728,407 customer prepayments as of December 31, 2020, the Company recognized $414,729 and $1,309,540 of contract liabilities as revenues during the three and nine months ended September 30, 2021, respectively.
9
South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
The following table presents a disaggregation of revenue from contracts with customers for the three and nine month periods ended September 30, 2022 and 2021, by product type:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Soybean meal and hulls | $ | $ | $ | $ | |||||||||||||||||||
| Soybean oil and oil byproducts | |||||||||||||||||||||||
| Totals | $ | $ | $ | $ | |||||||||||||||||||
Recent accounting pronouncements
Any recent accounting pronouncements are not expected to have a material impact on our condensed financial statements.
Note 2 - Accounts Receivable
Accounts receivable are considered past due when payments are not received on a timely basis in accordance with the Company’s credit terms, which is generally 30 days from invoice date. Accounts considered uncollectible are written off. The Company’s estimate of the allowance for doubtful accounts is based on historical experience, its evaluation of the current status of receivables, and unusual circumstances, if any.
The following table presents the aging analysis of trade receivables as of September 30, 2022 and December 31, 2021:
| September 30, 2022 | December 31, 2021 | ||||||||||
| Past due: | |||||||||||
| Less than 30 days past due | $ | $ | |||||||||
| 30-60 days past due | |||||||||||
| 60-90 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 September 30, 2022 and December 31, 2021:
| September 30, 2022 | December 31, 2021 | ||||||||||
| Balances, beginning of period | $ | $ | |||||||||
| Amounts charged (credited) to costs and expenses | ( | ||||||||||
| Additions (deductions) | ( | ||||||||||
| Balances, end of period | $ | $ | |||||||||
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 % per month on past due receivables.
10
South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
Note 3 - Inventories
The Company’s inventories consist of the following at September 30, 2022 and December 31, 2021:
| September 30, 2022 | December 31, 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 the lower of cost or net realizable value.
Note 4 - Property and Equipment
The following is a summary of the Company's property and equipment at September 30, 2022 and December 31, 2021:
| 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 | $ | $ | ( | $ | $ | ||||||||||||||||||
Depreciation of property and equipment was $1,389,920 and $1,254,004 for the three months ended September 30, 2022 and 2021, respectively, and $4,154,674 and $3,782,656 for the nine months ended September 30, 2022 and 2021, respectively.
Note 5 - Note Payable – Seasonal Loan
11
South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
Note 6 - Long-Term Debt
The following is a summary of the Company's long-term debt at September 30, 2022 and December 31, 2021:
| September 30, 2022 | December 31, 2021 | ||||||||||
Revolving term loan from CoBank, interest at variable rates ( | $ | $ | |||||||||
| Less current maturities | ( | ( | |||||||||
Less debt issuance costs, net of amortization of $ | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
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 5.54 %. 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 loan. The principal balance outstanding on the revolving term loan was $14,000,000 and $16,902,473 as of September 30, 2022 and December 31, 2021, respectively. There were no remaining commitments available to borrow on the revolving term loan as of September 30, 2022.
Under this agreement, the Company is subject to compliance with standard financial covenants and the maintenance of certain financial ratios. The Company was in compliance with all covenants and conditions with CoBank as of September 30, 2022.
The following are minimum principal payments on long-term debt obligations for the twelve-month periods ended September 30:
| 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| Total | $ | ||||
Note 7 - Operating Leases
12
South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
The following is a schedule of the Company's operating leases for railcars as of September 30, 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 | ||||||||||||||||||||||||
| 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 | 1/1/2018 | 12/31/2022 | ||||||||||||||||||||||||
| Wells Fargo Rail | 5/1/2022 | 4/30/2027 | ||||||||||||||||||||||||
| Wells Fargo Rail | 5/1/2022 | 4/30/2027 | ||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||
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 $3,779 . Rental expense under these other operating leases was $9,446 and $109,311 for the three months ended September 30, 2022 and 2021, respectively, and $70,521 and $128,629 for the nine-month periods ended September 30, 2022 and 2021, 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 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 $58,929 and $58,928 for the three months ended September 30, 2022 and 2021, respectively, and $176,796 and $98,214 for the nine months ended September 30, 2022 and 2021, respectively.
Operating leases are included in right-to-use lease assets, current operating lease liabilities, and long-term lease liabilities on the Company's condensed 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 condensed 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 condensed statements of operations for the three and nine-month periods ended September 30, 2022 and 2021 were as follows:
13
South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| 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 three and nine-month periods ended September 30, 2022 and 2021:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| 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 as of September 30, 2022:
| Weighted-average remaining lease-term - operating leases (in years) | ||||||||
| Weighted-average discount rate - operating leases | % | |||||||
The following is a maturity analysis of the undiscounted cash flows of the operating lease liabilities as of September 30, 2022:
| Railcars | Other | Total | ||||||||||||||||||
Twelve-month periods ended September 30: | ||||||||||||||||||||
| 2023 | $ | $ | $ | |||||||||||||||||
| 2024 | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total lease payments | ||||||||||||||||||||
| Less amount of lease payments representing interest | ( | ( | ( | |||||||||||||||||
| Total present value of lease payments | $ | $ | $ | |||||||||||||||||
Note 8 - Member Distribution
14
South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
Note 9 - Derivative Instruments and Hedging Activities
In the ordinary course of business, the Company enters into contractual arrangements as a means of managing exposure to changes in commodity prices 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 condensed balance sheets at fair value as discussed in Note 10, Fair Value.
As of September 30, 2022 and December 31, 2021, the value of the Company’s open futures, options and forward contracts was approximately $(71,946 ) and $(15,711,099 ), respectively.
As of September 30, 2022 | |||||||||||||||||
| Balance Sheet Classification | Asset Derivatives | Liability Derivatives | |||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Commodity contracts | $ | $ | |||||||||||||||
| Foreign exchange contracts | |||||||||||||||||
| Interest rate caps and floors | |||||||||||||||||
| Totals | $ | $ | |||||||||||||||
As of December 31, 2021 | |||||||||||||||||
| Balance Sheet Classification | Asset Derivatives | Liability Derivatives | |||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Commodity contracts | $ | $ | |||||||||||||||
| Foreign exchange contracts | |||||||||||||||||
| Interest rate caps and floors | |||||||||||||||||
| Totals | $ | $ | |||||||||||||||
During the three and nine-month periods ended September 30, 2022 and 2021, net realized and unrealized gains (losses) on derivative transactions were recognized in the condensed statements of operations as follows:
| Net Gain (Loss) Recognized on Derivative Activities for the | Net Gain (Loss) Recognized on Derivative Activities for the | ||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | |||||||||||||||||||
| Foreign exchange contracts | ( | ( | |||||||||||||||||||||
| Interest rate swaps, caps and floors | |||||||||||||||||||||||
| Totals | $ | $ | $ | $ | |||||||||||||||||||
The Company recorded gains (losses) in cost of goods sold related to its commodity derivative instruments of $5,591,580 and $14,650,361 during the three months ended September 30, 2022 and 2021, respectively, and $12,864,652 and $1,919,827 for the nine-month periods ended September 30, 2022 and 2021, respectively.
15
South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
Note 10 - 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 instruments with quoted prices, such as equities listed on the New York Stock Exchange and commodity derivative contracts listed on the Chicago Board of Trade (“CBOT”).
•Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs, such as commodity prices using forward future prices.
•Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.
The following tables set forth financial assets and liabilities measured at fair value in the condensed balance sheets and the respective levels to which fair value measurements are classified within the fair value hierarchy as of September 30, 2022 and December 31, 2021:
Fair Value as of September 30, 2022 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Financial assets: | |||||||||||||||||||||||
| Inventory | $ | $ | $ | $ | |||||||||||||||||||
| Commodity derivative instruments | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Margin deposits (deficits) | $ | $ | $ | $ | |||||||||||||||||||
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 our 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,
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South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
Note 11 - Related Party Transactions
Note 12 - Commitments and Contingencies
As of September 30, 2022, the Company had unpaid commitments of approximately $4,744,000 for construction and acquisition of property and equipment, all of which is expected to be incurred by December 31, 2023.
The Company has entered into an agreement with High Plains Partners, LLC (“HPP”) to commit $75.0 million into HPP to facilitate the construction of a multi-seed processing facility near Mitchell, South Dakota. The funding of the commitment is subject to several conditions.
From time to time in the ordinary course of our business, the Company may be named as a defendant in legal proceedings related to various issues, including without limitation, workers’ compensation claims, tort claims, or contractual dispute. The Company carries insurance that provides protection against general commercial liability claims, claims against our directors, officer and employees, business interruption, automobile liability, and workers' compensation. The Company is not currently involved in any material legal proceedings and are not aware of any potential claims.
Note 13 - Subsequent Event
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
The information in this quarterly report on Form 10-Q for the nine-month period ended September 30, 2022, (including reports filed with the Securities and Exchange Commission (the “SEC” or “Commission”), contains “forward-looking statements” that deal with future results, expectations, plans and performance, and should be read in conjunction with the financial statements and Annual Report on Form 10-K for the year ended December 31, 2021. Forward-looking statements may include statements which use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “predict,” “hope,” “will,” “should,” “could,” “may,” “future,” “potential,” or the negatives of these words, and all similar expressions. Forward-looking statements involve numerous assumptions, risks and uncertainties. Actual results or actual business or other conditions may differ materially from those contemplated by any forward-looking statements. Factors that could cause actual results to differ materially from the forward-looking statements are identified in our Form 10-K for the year ended December 31, 2021.
We are not under any duty to update the forward-looking statements contained in this report, nor do we guarantee future results or performance or what future business conditions will be like. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report.
Executive Overview and Summary
Crush margins, which remained above average during the third quarter of 2022, contributed significantly to our record net profit of $51.5 million for the nine months ended September 30, 2022. The oil markets continued to serve as the main driving factor for 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 during the quarter as markets were exceptionally strong due to high domestic and export demand. Demand for soybean hulls was very strong because drought conditions in the south and west elevated hay prices which caused producers to seek alternative feed products. Our plants also operated well. The annual maintenance shutdown at our Volga plant, which was originally scheduled for eight full days, was completed in just four days. Strong margins at the time of the shutdown forced management and operational staff to work around the clock to get the plant up and running again to ensure optimal performance for 2023.
As we look ahead, we anticipate above-average processing margins for the remainder of 2022 and into 2023. The market continues to provide opportunities to secure above average returns. Strong demand for oil is likely to continue in the near future as additional renewable diesel plants in Western U.S. are scheduled to begin production in late 2022. In addition, the new crop beans appear to contain above average oil and protein content and are easier to process than last year’s crop. Transportation issues, however, will most likely provide the greatest challenges moving forward which could affect our operations and financial performance. High diesel fuel costs are having a crippling effect in every sector. The potential for a railroad strike and other operating challenges also loom on the horizon for the railroads. Lastly, extremely low water levels in the major U.S. river systems are contributing to the overall transportation and supply chain issues, causing disruptions never seen before in the U.S. Long term, we continue to take additional steps toward the plan of building a crushing plant near Mitchell, South Dakota.
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RESULTS OF OPERATIONS
Comparison of the three months ended September 30, 2022 and 2021
| Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | ||||||||||||||||||||||
| $ | % of Revenue | $ | % of Revenue | ||||||||||||||||||||
| Revenue | $ | 184,725,873 | 100.0 | $ | 147,796,292 | 100.0 | |||||||||||||||||
| Cost of revenues | (172,733,989) | (93.5) | (131,800,191) | (89.2) | |||||||||||||||||||
| Gross profit | 11,991,884 | 6.5 | 15,996,101 | 10.8 | |||||||||||||||||||
| Operating expenses | (1,249,945) | (0.7) | (1,220,595) | (0.8) | |||||||||||||||||||
| Interest expense | (638,690) | (0.3) | (470,522) | (0.3) | |||||||||||||||||||
| Other non-operating income (expense) | 331,933 | 0.2 | 162,306 | 0.1 | |||||||||||||||||||
| Net income | $ | 10,435,182 | 5.6 | $ | 14,467,290 | 9.8 | |||||||||||||||||
Revenue – Revenue increased $36.9 million, or 25.0%, for the three-month period ended September 30, 2022, compared to the same period in 2021. The increase in revenue was primarily due to increases in the average sales price of refined soybean oil and soybean meal. The average sales price of soybean oil increased approximately 17% in the three months ended September 30, 2022 from the same period in 2021, due to surging demand from the renewable diesel and food sectors. The average sales price of soybean meal increased 19% during the three months ended September 30, 2022, compared to the same period in 2021, due to drought conditions in Argentina as well as North America. A severe drought in Argentina, which is responsible for almost 30% of the world's soybean meal exports, shifted demand for meal to the U.S., allowing producers like us to benefit from increased export opportunities.
Gross Profit/Loss – Gross profit decreased $4.0 million, or 25.0%, for the three months ended September 30, 2022, compared to the same period in 2021. The decrease in gross profit was primarily due to a $9.2 million decrease in net gains (loss) recognized on derivative activities and a $1.1 million increase in production costs. During the three-month period ended September 30, 2022, we recognized $5.6 million in net gains (losses) on derivative activities, compared to $14.8 million during the same period in 2021. The increase in production costs was largely due to increased maintenance expenses in 2022. Partially offsetting the decrease in net gains on derivatives and increase in production costs was an increase in profitability due to surging oil demand from the renewable diesel sector as more diesel plants open.
Operating Expenses – Administrative expenses, including all selling, general and administrative expenses, remained relatively constant during the three-month period ended September 30, 2022, compared to the same period in 2021.
Interest Expense – Interest expense increased $168,000, or 35.7%, during the three months ended September 30, 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 and borrowings from our lines of credit. As of September 30, 2022, the interest rate on our revolving long-term loan was 5.54%, compared to 2.54% as of September 30, 2021. Partially offsetting the increase in interest rates was a $13.6 million (19.0%) decrease in borrowings from our lines of credit. The average debt level during the three-month period ended September 30, 2021 was approximately $58.0 million, compared to $71.6 million during the same period in 2021.
Other Non-Operating Income – Other non-operating income (expense), including patronage dividend income, improved $170,000 during the three months ended September 30, 2022, compared to the same period in 2021. The increase in other non-operating income was due to a $285,000 improvement in gains (losses) on our interest rate hedge instruments. During the three-month period ended September 30, 2022, gains on interest rate hedges totaled $348,000, compared to $63,000 during the same period in 2021. The increase in gains on our interest rate hedges was partially offset by a decrease in gains from the sales of property and equipment. For the three months ended September 30, 2021, we recorded gains on the sales of property and equipment of $94,000, compared to $0 during the same period in 2022.
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Net Income/Loss – During the three-month period ended September 30, 2022, we generated a net income of $10.4 million, compared to $14.5 million for the same period in 2021. The $4.1 million decrease was primarily attributable to a decrease in gross profit.
Comparison of the nine months ended September 30, 2022 and 2021
| Nine Months Ended September 30, 2022 | Nine Months Ended September 30, 2021 | ||||||||||||||||||||||
| $ | % of Revenue | $ | % of Revenue | ||||||||||||||||||||
| Revenue | $ | 531,698,305 | 100.0 | $ | 431,696,940 | 100.0 | |||||||||||||||||
| Cost of revenues | (476,328,311) | (89.6) | (405,925,495) | (94.0) | |||||||||||||||||||
| Gross profit | 55,369,994 | 10.4 | 25,771,445 | 6.0 | |||||||||||||||||||
| Operating expenses | (4,124,844) | (0.8) | (3,295,243) | (0.8) | |||||||||||||||||||
| Interest expense | (1,574,020) | (0.3) | (1,280,832) | (0.3) | |||||||||||||||||||
| Other non-operating income (expense) | 1,825,990 | 0.3 | 622,069 | 0.1 | |||||||||||||||||||
| Net income | $ | 51,497,120 | 9.7 | $ | 21,817,439 | 5.1 | |||||||||||||||||
Revenue – Revenue increased $100.0 million, or 23.2%, for the nine-month period ended September 30, 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 38% in the nine months ended September 30, 2022 from the same period in 2021, due to surging demand from the renewable diesel and food sectors.
Gross Profit/Loss – Gross profit increased $29.6 million, or 114.9%, for the nine months ended September 30, 2022, compared to the same period in 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.
Operating Expenses – Administrative expenses, including all selling, general and administrative expenses, increased approximately $830,000, or 25.2%, during the nine-month period ended September 30, 2022, compared to the same period in 2021. The increase was primarily due to increases in personnel costs.
Interest Expense – Interest expense increased $293,000, or 22.9%, during the nine months ended September 30, 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 September 30, 2022, the interest rate on our revolving long-term loan was 5.54%, compared to 2.94% as of September 30, 2021.
Other Non-Operating Income – Other non-operating income (expense), including patronage dividend income, increased $1,204,000 during the nine-month period ended September 30, 2022, compared to the same period in 2021. The increase in other non-operating income was due to a $999,000 increase in gains on our interest rate hedge instruments and a $335,000 increase in patronage dividend income. During the nine-month period ended September 30, 2022, gains on interest rate hedges totaled $1,134,000, compared to $135,000 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 the nine months ended September 30, 2022, compared to $365,000 during the same period in 2021.
Net Income/Loss – During the nine-month period ended September 30, 2022, we generated a net income of $51.5 million, compared to $21.8 million for the same period in 2021. The $29.7 million increase was primarily attributable to an increase in gross profit and other non-operating income.
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 September 30, 2022, we had working capital, defined as current assets less current liabilities, of approximately $63.8 million, compared to $37.5 million on September 30, 2021. Working capital increased $26.3 million between periods primarily due to increases in net income during that
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period. Based on current plans, we will continue funding our capital and operating needs from cash from operations and revolving lines of credit.
Comparison of the Nine Months Ended September 30, 2022 and 2021
| 2022 | 2021 | ||||||||||
| Net cash provided by (used for) operating activities | $ | (27,233,881) | $ | (39,899,796) | |||||||
| Net cash provided by (used for) investing activities | (6,329,648) | (7,004,786) | |||||||||
| Net cash provided by (used for) financing activities | 33,263,945 | 43,588,663 | |||||||||
Cash Flows Used For Operations
The $12.7 million decrease in cash flows used for operating activities was largely due to a $29.7 million increase in net income and an $8.0 million decrease in inventory. During the nine-month period ended September 30, 2022, our inventories increased by $51.1 million, compared to a $59.1 million increase during the same period in 2021. Partially offsetting the changes in net income and inventory was a $14.5 million decrease in accrued commodity purchases and an $11.0 million increase in net gains on derivative activities. Accrued commodity purchases increased $0.3 million during the nine-month period ended September 30, 2022, compared to $14.8 million during the same period in 2021. During the nine months ended September 30, 2022, we recognized $12.9 million in gains on derivative activities, compared to $1.9 million during the same period in 2021.
Cash Flows Used For Investing Activities
The $0.7 million decrease in cash flows used for investing activities during the nine-month period ended September 30, 2022, compared to the same period in 2021, was due to a $1.0 million decrease in capital improvements. During the nine months ended September 30, 2022, we spent $6.2 million on capital improvements, compared to $7.2 million during the same period in 2021.
Cash Flows Provided By (Used For) Financing Activities
The $10.3 million decrease in cash flows provided by financing activities was principally due to a $12.5 million decrease in net proceeds on borrowings and a $7.9 million increase in cash distributions to our members during the nine-month period ended September 30, 2022, compared to the same period in 2021. During the nine months ended September 30, 2022, net proceeds on borrowings increased $36.6 million, compared to $49.1 million during the same period in 2021. Partially offsetting the increase was a $10.1 million increase in the excess of outstanding checks over the bank balance during the nine months ended September 30, 2022. The change in the excess of outstanding checks over bank balance increased $14.0 million during the nine-month period ended September 30, 2022, compared to $3.9 million in the same period in 2021.
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 $14.0 million and $16.9 million as of September 30, 2022 and December 31, 2021, respectively. Under this loan, there were no additional funds available to borrow as of September 30, 2022.
The second credit line is a revolving working capital (seasonal) loan. The primary purpose of this loan is to finance our operating needs. The maximum we may borrow under this line is $85.0 million until the loan's maturity on December 1, 2022. 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 September 30, 2022 and December 31, 2021, the principal balance outstanding on this credit line was $39.5 million and $0, respectively, allowing us to borrow an additional $45.5 million as of September 30, 2022.
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Both the revolving and seasonal loans with CoBank are set up with a variable rate option. The variable rate is set daily by CoBank. 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 was 5.54% and 2.56% as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022 and December 31, 2021, the interest rate on the seasonal loan was 5.24% and 2.31%, respectively. We were in compliance with all covenants and conditions under the loans as of September 30, 2022.
OFF BALANCE SHEET FINANCING ARRANGEMENTS
We do not utilize variable interest entities or other off-balance sheet financial arrangements.
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) | $ | 15,475,000 | $ | 4,720,000 | $ | 8,700,000 | $ | 2,055,000 | $ | — | ||||||||||||||||||||||
| Operating Lease Obligations | 19,783,000 | 2,964,000 | 4,725,000 | 3,890,000 | 8,204,000 | |||||||||||||||||||||||||||
| Totals | $ | 35,258,000 | $ | 7,684,000 | $ | 13,425,000 | $ | 5,945,000 | $ | 8,204,000 | ||||||||||||||||||||||
(1) Represents principal and interest payments on our notes payable, which are included on our Balance Sheet.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 1 of our Financial Statements under Part I, Item 1, for a discussion on the impact, if any, of the recently pronounced accounting standards.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes to our critical accounting policies and estimates from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Commodities Risk & Risk Management. To reduce the price change risks associated with holding fixed price commodity positions, we generally take opposite and offsetting positions by entering into commodity futures contracts (either a straight or options futures contract) on a regulated commodity futures exchange, the Chicago 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 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.
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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 September 30, 2022, we had $0 in fixed rate debt outstanding and $99.0 million of variable rate lines of credit. Interest rate changes impact the amount of our interest payments and, therefore, our future earnings and cash flows. Assuming other variables remain constant, a 1.0% increase in interest rates on our variable rate debt could have an estimated impact on profitability of approximately $990,000 per year.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Based on their evaluation as of the end of the period covered by this quarterly report on Form 10-Q, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
Changes in Internal Control Over Financial Reporting. There were no changes to our internal controls over financial reporting that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting during the quarter ended September 30, 2022.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time in the ordinary course of our business, we may be named as a defendant in legal proceedings related to various issues, including without limitation, workers’ compensation claims, tort claims, or contractual dispute. We carry insurance that provides protection against general commercial liability claims, claims against our directors, officer and employees, business interruption, automobile liability, and workers' compensation. We are not currently involved in any material legal proceedings and are not aware of any potential claims.
Item 1A. Risk Factors.
During the quarter ended September 30, 2022, there were no material changes to the Risk Factors disclosed in Item 1A (Part I) of our 2021 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
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Item 5. Other Information.
None.
Item 6. Exhibits.
| Exhibit Number | Description | |||||||
| 3.1(i) | ||||||||
| 3.1(ii) | ||||||||
| 3.1(iii) | ||||||||
| 4.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
____________________________________________________________________________
(1) Incorporated by reference from Appendix B to the information statement/prospectus filed as a part of the issuer’s Registration Statement on Form S-4 (File No. 333-75804).
(2) Incorporated by reference from the same numbered exhibit to the issuer’s Form 8-K filed on June 21, 2022.
(3) Incorporated by reference from the same numbered exhibit to the issuer’s Form 10-Q filed on August 14, 2002.
(4) Incorporated by reference from the same numbered exhibit to the issuer’s Registration Statement on Form S-4 (File No. 333-75804).
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SOUTH DAKOTA SOYBEAN PROCESSORS, LLC | |||||||||||
| Dated: | November 10, 2022 | By | /s/ Thomas Kersting | ||||||||
| Thomas Kersting, Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Dated: | November 10, 2022 | By | /s/ Mark Hyde | ||||||||
| Mark Hyde, Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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Exhibit 31.1
Certification
I, Thomas Kersting, certify that:
1.I have reviewed the report on Form 10-Q of South Dakota Soybean Processors, LLC for the quarter ended September 30, 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 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: November 10, 2022
| /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-Q of South Dakota Soybean Processors, LLC for the quarter ended September 30, 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 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: November 10, 2022
| /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
In connection with the Quarterly Report of South Dakota Soybean Processors, LLC (the “Company”) on Form 10-Q for the quarter ending September 30, 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 September 30, 2022 (the last date of the period covered by the Report).
| Dated: | November 10, 2022 | 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
In connection with the Quarterly Report of South Dakota Soybean Processors, LLC (the “Company”) on Form 10-Q for the quarter ending September 30, 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 September 30, 2022 (the last date of the period covered by the Report).
| Dated: | November 10, 2022 | By | /s/ Mark Hyde | ||||||||
| Mark Hyde, Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||