South Dakota Soybean Processors LLC 10-Q for FY2022 Q1
South Dakota Soybean Processors LLC (SDSYA)
10-Q
2022-05-12
For: 2022-03-31
View Original
Added on
April 06, 2026
About this 10-Q
South Dakota Soybean Processors LLC filed this 10-Q on May 12, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).
Headline figures
Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $171.72M
- up 38.9% from $123.63M a year earlier
- Net income
- $18.3M
- up 216.3% from net income of $5.78M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended March 31, 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 an 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 May 12, 2022, the registrant had 30,419,000 capital units outstanding.
Table of Contents
| Page | |||||||||||
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
South Dakota Soybean Processors, LLC
Condensed Financial Statements
March 31, 2022 and 2021
3
South Dakota Soybean Processors, LLC
Condensed Balance Sheets
| March 31, 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 | |||||||||||
| Total other assets | |||||||||||
| Total assets | $ | $ | |||||||||
(continued on following page)
4
South Dakota Soybean Processors, LLC
Condensed Balance Sheets (continued)
| March 31, 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 March 31, 2022 and December 31, 2021 | |||||||||||
| 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-Month Periods Ended March 31, 2022 and 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 Three Months Ended March 31, 2022 and 2021
| Class A Units | |||||||||||
| Units | Amount | ||||||||||
Balances, December 31, 2020 | $ | ||||||||||
| Net income | — | ||||||||||
| Distribution to members | — | ( | |||||||||
Balances, March 31, 2021 | $ | ||||||||||
Balances, December 31, 2021 | $ | ||||||||||
| Net income | — | ||||||||||
| Distribution to members | — | ( | |||||||||
Balances, March 31, 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 Three Months Ended March 31, 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 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 | |||||||||||
| 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 | $ | $ | |||||||||
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 $3,396,250 and $1,347,409 as of March 31, 2022 and December 31, 2021, respectively. Of the $1,347,409 balance as of December 31, 2021, the Company recognized $1,340,132 as revenues for the three months ended March 31, 2022. Of the $1,728,407 customer prepayments as of December 31, 2020, the Company recognized $392,984 of contract liabilities as revenues during the three months ended March 31, 2021.
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 month periods ended March 31, 2022 and 2021, by product type:
| 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 March 31, 2022 and December 31, 2021:
| March 31, 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 March 31, 2022 and December 31, 2021:
| March 31, 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 March 31, 2022 and December 31, 2021:
| March 31, 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 March 31, 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 $1,385,495 and $1,269,550 for the three months ended March 31, 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 March 31, 2022 and December 31, 2021:
| March 31, 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 December 14, 2021 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 $18,000,000 on the revolving term loan with a variable effective interest rate of 2.90 %. The amount available for borrowing on the revolving term loan will decrease by $2,000,000 every six months starting March 20, 2022 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 $16,000,000 and $16,902,473 as of March 31, 2022 and December 31, 2021, respectively. There were no remaining commitments available to borrow on the revolving term loan as of March 31, 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 March 31, 2022.
The following are minimum principal payments on long-term debt obligations for the twelve-month periods ended March 31:
| 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 March 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 | ||||||||||||||||||||||||
| 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 $46,416 and $9,741 for the three-month periods ended March 31, 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 $0 for the three months ended March 31, 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-month periods ended March 31, 2022 and 2021 were as follows:
| 2022 | 2021 | ||||||||||||||||||||||
| Cost of revenues - Freight and rail | $ | $ | |||||||||||||||||||||
| Cost of revenues - Production | |||||||||||||||||||||||
| Administration expenses | |||||||||||||||||||||||
| Total operating lease costs | $ | $ | |||||||||||||||||||||
13
South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
The following summarizes the supplemental cash flow information for the three-month periods ended March 31, 2022 and 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 March 31, 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 March 31, 2022:
| Railcars | Other | Total | ||||||||||||||||||
Twelve-month periods ended March 31: | ||||||||||||||||||||
| 2022 | $ | $ | $ | |||||||||||||||||
| 2023 | ||||||||||||||||||||
| 2024 | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| 2026 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total lease payments | ||||||||||||||||||||
| Less amount of lease payments representing interest | ( | ( | ( | |||||||||||||||||
| Total present value of lease payments | $ | $ | $ | |||||||||||||||||
Note 8 - Member Distribution
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.
14
South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
As of March 31, 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-month periods ended March 31, 2022 and 2021, net realized and unrealized gains (losses) on derivative transactions were recognized in the condensed statements of operations as follows:
| 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 $(7,263,904 ) and $(5,816,260 ) for the three-month periods ended March 31, 2022 and 2021, respectively.
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.
15
South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
•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 March 31, 2022 and December 31, 2021:
Fair Value as of March 31, 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, 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 11 - Related Party Transactions
Note 12 - Commitments and Contingencies
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South Dakota Soybean Processors, LLC
Notes to Condensed Financial Statements
Note 13 - Subsequent Event
Except for the event listed below, the Company evaluated all of its activities and concluded that no subsequent events have occurred that would require recognition in its financial statements or disclosed in the notes to its financial statements.
On April 27, 2022, the Company entered into an amendment of the seasonal and revolving term loan agreements with CoBank. The maximum amount that the Company may borrow under the seasonal loan is increased from $70.0 million to $85.0 million until the loan matures on December 1, 2022. Borrowings under the seasonal loan will now accrue interest at 2.25% plus Daily Simple SOFR, and borrowings under the revolving term note will accrue interest at 2.55% plus Daily Simple SOFR. Daily Simple SOFR is defined under both notes. All other material items and conditions under the seasonal loan agreement remain unchanged following this amendment.
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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 three-month period ended March 31, 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
We had a record profit during the first quarter of 2022, recording a net income of $18.3 million, compared to $5.8 million during the first quarter of 2021. Net income increased due to strong processing margins which continued from the 4th quarter of 2021. Soybean oil continued to drive profitability, as strong demand for oil from the food, fuel and export sectors increased margins to record levels. Soybean meal demand, though not as dynamic as soybean oil, remained solid during the first quarter, being supported by a strong domestic demand and an active export program. Steady soybean supply and delivery to both our plants also contributed to a strong three months. Following reduced production in South Dakota last year, basis values paid for soybeans were at historically high levels, reflecting processor desire to secure supplies.
Looking ahead, we anticipate above-average processing margins for the remainder of 2022 and into 2023. New renewable diesel plants in the Western U.S. are scheduled to begin production in 2022 which is anticipated to keep soybean oil demand well above historical levels. Margins, however, could be affected by the local soybean supply. Until a new soybean crop arrives in the fall, continuing drought conditions are making it difficult to forecast the quantity and pricing of soybeans available for purchase.
Long term, we continue to study the feasibility and planning of a new crushing plant near Mitchell, South Dakota.
RESULTS OF OPERATIONS
Comparison of the three months ended March 31, 2022 and 2021
| Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | ||||||||||||||||||||||
| $ | % of Revenue | $ | % of Revenue | ||||||||||||||||||||
| Revenue | $ | 171,724,126 | 100.0 | $ | 123,627,541 | 100.0 | |||||||||||||||||
| Cost of revenues | (152,914,021) | (89.0) | (116,998,330) | (94.6) | |||||||||||||||||||
| Gross profit | 18,810,105 | 11.0 | 6,629,211 | 5.4 | |||||||||||||||||||
| Operating expenses | (1,398,466) | (0.8) | (1,117,842) | (0.9) | |||||||||||||||||||
| Interest expense | (387,560) | (0.2) | (317,152) | (0.3) | |||||||||||||||||||
| Other non-operating income (expense) | 1,273,756 | 0.7 | 589,875 | 0.5 | |||||||||||||||||||
| Net income | $ | 18,297,835 | 10.7 | $ | 5,784,092 | 4.7 | |||||||||||||||||
Revenue – Revenue increased $48.1 million, or 38.9%, for the three-month period ended March 31, 2022, compared to the same period in 2021. The increase in revenues was primarily due to an increase in the average
18
sales price of refined soybean oil. The average sales price of soybean oil increased approximately 62% in the three months ended March 31, 2022 from the same period in 2021, resulting from surging demand from the renewable diesel and food sectors.
Gross Profit/Loss – Gross profit increased $12.2 million, or 183.7%, for the three months ended March 31, 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.
Operating Expenses – Administrative expenses, including all selling, general and administrative expenses, increased approximately $281,000, or 25.1%, during the three-month period ended March 31, 2022, compared to the same period in 2021. The increase was primarily due to increases in personnel costs and professional fees.
Interest Expense – Interest expense increased $70,000, or 22.2%, during the three months ended March 31, 2022, compared to the same period in 2021. The increase in interest expense was due to increases in interest rates on our senior debt with CoBank and borrowings from our lines of credit. As of March 31, 2022, the interest rate on our revolving long-term loan was 2.90%, compared to 2.56% as of March 31, 2021. The average debt level, in addition, increased from $47.8 million during the three-month period ended March 31, 2021 to $54.7 million for the same period in 2022 due to higher commodity prices and payments for capital improvements.
Other Non-Operating Income – Other non-operating income (expense), including patronage dividend income, increased $684,000 during the three-month period ended March 31, 2022, compared to the same period in 2021. The increase in other non-operating income was due to a $363,000 increase in gains on our interest rate hedge instruments and a $335,000 increase in patronage dividend income. During the three-month period ended March 31, 2022, gains on interest rate hedges totaled $570,000, compared to $207,000 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 quarter ended March 31, 2022, compared to $365,000 during the same period in 2021.
Net Income/Loss – During the three-month period ended March 31, 2022, we generated a net income of $18.3 million, compared to $5.8 million for the same period in 2021. The $12.5 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 March 31, 2022, we had working capital, defined as current assets less current liabilities, of approximately $36.8 million, compared to $25.9 million on March 31, 2021. Working capital increased $10.9 million between periods primarily due to increases in net income during that 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 Three Months Ended March 31, 2022 and 2021
| 2022 | 2021 | ||||||||||
| Net cash provided by (used for) operating activities | $ | (35,857,338) | $ | (33,683,127) | |||||||
| Net cash provided by (used for) investing activities | (733,524) | (1,709,263) | |||||||||
| Net cash provided by (used for) financing activities | 36,361,121 | 35,574,484 | |||||||||
Cash Flows Used For Operations
The $2.2 million increase in cash flows used for operating activities was due to an increase in accounts receivable which was largely the result of increased commodity prices in our industry. During the three-month period ended March 31, 2022, our accounts receivable increased by $6.2 million, compared to a $0.7 million decrease during the same period in 2021. Partially offsetting the increase in accounts receivable were various changes in other current assets and liabilities.
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Cash Flows Used For Investing Activities
The $1.0 million decrease in cash flows used for investing activities during the three-month period ended March 31, 2022, compared to the same period in 2021, was due to an $1.1 million decrease in capital improvements. During the three months ended March 31, 2022, we spent $0.7 million on capital improvements, compared to $1.8 million during the same period in 2021.
Cash Flows Provided By (Used For) Financing Activities
The $0.8 million increase in cash flows provided by financing activities was principally due to a $17.1 million increase in net proceeds on borrowings. During the three months ended March 31, 2022, net proceeds on borrowings increased $56.9 million, compared to $39.8 million during the same period in 2021. Partially offsetting the increase in net borrowings was an $8.4 million decrease in outstanding checks-over-bank balance and a $7.9 million increase in cash distributions to our members during the three-month period ended March 31, 2022, compared to 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 $16.0 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 $16.0 million and $16.9 million as of March 31, 2022 and December 31, 2021, respectively. Under this loan, there were no additional funds available to borrow as of March 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 $70.0 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 March 31, 2022 and December 31, 2021, the principal balance outstanding on this credit line was $57.8 million and $0, respectively, allowing us to borrow an additional $12.2 million as of March 31, 2022.
On April 27, 2022, we amended our seasonal and revolving term loans with CoBank. Under the amendments, the principal amount that we may borrow under the seasonal loan is increased from $70.0 million to $85.0 million until the loan's maturity date of December 1, 2022. Borrowings under the seasonal loan will now accrue interest at 2.25% plus Daily Simple SOFR, and borrowings under the revolving term note will accrue interest at 2.55% plus Daily Simple SOFR. Daily Simple SOFR is defined under both notes. All other material items and conditions under the credit agreement, and subsequent amendments to such agreement, remain the same following the 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 was 2.90% and 2.56% as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, the interest rate on the seasonal loan was 2.65% and 2.31%, respectively. We were in compliance with all covenants and conditions under the loans as of March 31, 2022.
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) | $ | 17,085,000 | $ | 4,455,000 | $ | 8,560,000 | $ | 4,070,000 | $ | — | ||||||||||||||||||||||
| Operating Lease Obligations | 14,894,000 | 2,665,000 | 3,938,000 | 3,305,000 | 4,986,000 | |||||||||||||||||||||||||||
| Totals | $ | 31,979,000 | $ | 7,120,000 | $ | 12,498,000 | $ | 7,375,000 | $ | 4,986,000 | ||||||||||||||||||||||
(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.
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.
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Interest Rate Risk. We manage exposure to interest rate changes by using variable rate loan agreements with fixed rate options. Long-term loan agreements can utilize the fixed option through maturity; however, the revolving ability to pay down and borrow back would be eliminated once the funds were fixed.
As of March 31, 2022, we had $0 in fixed rate debt outstanding and $86.0 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 $860,000 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 March 31, 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 March 31, 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.
Item 5. Other Information.
None.
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Item 6. Exhibits.
| Exhibit Number | Description | |||||||
| 3.1(i) | ||||||||
| 3.1(ii) | ||||||||
| 3.1(iii) | ||||||||
| 4.1 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 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 22, 2017.
(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: | May 12, 2022 | By | /s/ Thomas Kersting | ||||||||
| Thomas Kersting, Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Dated: | May 12, 2022 | By | /s/ Mark Hyde | ||||||||
| Mark Hyde, Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
23
Exhibit 10.1
Loan No. 18462590S01-K
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 April 27. 2022 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-J, dated as of December 14, 2021, 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, 2022, 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) Daily Simple SOFR. At a variable rate per annum equal at all times to 2.250% (the “Daily SOFR Margin”) plus the higher of: (1) zero percent (0.000%); 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 variable rate option. For purposes hereof, (a) "Daily Simple SOFR" means SOFR (as defined below) for the day that is five U.S.
1
SOUTH DAKOTA SOYBEAN PROCESSORS, LLC
Volga, South Dakota
Amendment No. 18462590S01-K
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 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 $11,250.00.
(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..
2
SOUTH DAKOTA SOYBEAN PROCESSORS, LLC
Volga, South Dakota
Amendment No. 18462590S01-K
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; (2) 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
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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 (ii) 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 PROMISSORY NOTE
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 PROMISSORY NOTE
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 10.2
Loan No. 18462590T05-D
AMENDED AND RESTATED REVOLVING TERM 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 April 27, 2022 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 Term Promissory Note numbered 18462590T05-C, dated as of December 14, 2021, between Lender and the Borrower.
SECTION 1. REVOLVING TERM 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 the Maximum Commitment Amount (as set forth below) at any one time outstanding (the “Commitment”). The "Maximum Commitment Amount" will be initially $16,000,000.00 and will be reduced by $2,000,000.00 on the 20th day of each March and September beginning September 20, 2022, and continuing through and including September 20, 2025, with a final reduction equal to the remaining balance due on March 20, 2026. 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 capital expenditures and to provide working capital to the Borrower.
SECTION 3. TERM. The term of the Commitment will be from the date hereof, up to and including March 20, 2026, or such later date as Lender may, in its sole discretion, authorize in writing (the “Term Expiration Date”).
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)Daily Simple SOFR. At a variable rate per annum equal at all times to 2.550% (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 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
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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.
(B)Quoted Rate. At a fixed rate per annum to be quoted by Lender in its sole discretion in each instance. Under this option, rates may be fixed on such balances and for such periods, as may be agreeable to Lender in its sole discretion in each instance, provided that: (1) the minimum fixed period will be 365 days; (2) amounts may be fixed in an amount not less than $100,000.00; and (3) the maximum number of fixes in place at any one time will be five.
The Borrower will select the applicable rate option at the time it requests a loan hereunder and may, subject to the limitations set forth above, elect to convert balances bearing interest at the variable rate option to one of the fixed rate options. If the Borrower fails to elect an interest rate option, interest will accrue at the variable rate option. Upon the expiration of any fixed rate period, interest will automatically accrue at the variable rate option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof. Notwithstanding the foregoing, rates may not be fixed for periods expiring after the maturity date of a loan and rates may not be fixed in such a manner as to cause the Borrower to have to break any fixed rate balance in order to pay any installment of principal. All elections provided for herein will be made telephonically or in writing and must be received by 12:00 p.m. Denver, Colorado time. 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 on the date of each reduction in the Commitment set forth in the schedule in Section 1 above, the outstanding principal, if any, that is in excess of the reducing Commitment amount set forth in the aforementioned schedule, followed by a final installment in an amount equal to the remaining unpaid principal balance of the loans on the Term Expiration Date.
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 0.400% 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.
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SECTION 9. 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 10. 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; (2) 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 in its discretion to be appropriate, (ii) suspend the availability of such tenor or (ii) 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 PROMISSORY NOTE
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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Volga, South Dakota
Promissory Note No. 18462590T05-D
SIGNATURE PAGE TO PROMISSORY NOTE
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 | |||||||||||||
5
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 March 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 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: May 12, 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 March 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 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: May 12, 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 March 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 March 31, 2022 (the last date of the period covered by the Report).
| Dated: | May 12, 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 March 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 March 31, 2022 (the last date of the period covered by the Report).
| Dated: | May 12, 2022 | By | /s/ Mark Hyde | ||||||||
| Mark Hyde, Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||