SOUTH DAKOTA SOYBEAN PROCESSORS LLC - Annual Report: 2019 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 000-50253
South Dakota Soybean Processors, LLC |
(Exact name of registrant as specified in its charter) |
South Dakota | 46-0462968 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
100 Caspian Avenue; PO Box 500 Volga, South Dakota | 57071 | |
(Address of Principal Executive Offices | (Zip Code) | |
(605) 627-9240 |
(Registrant's telephone number, including area code) |
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
CLASS A CAPITAL UNITS
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
¨ Large Accelerated Filer | ¨ Accelerated Filer | x Non-Accelerated Filer | ¨ Smaller Reporting Company | ¨ Emerging Growth Company |
(do not check if a smaller reporting company) | ||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
¨ Yes x No
The aggregate market value of the registrant’s Class A units held by non-affiliates at June 30, 2019 was approximately $112,595,763 computed by reference to the most recent public offering price on Form S-1. The registrant's Class A units are not listed on an exchange or otherwise publicly traded. Additionally, the Class A units are subject to significant restrictions on transfer under the registrant's operating agreement.
As of the day of this filing, there were 30,419,000 Class A capital units of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of Form 10-K - Portions of the Definitive Proxy Statement to be filed with the Securities Exchange Commission within 120 days after the close of the registrant's fiscal year (December 31, 2019).
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Table of Contents
Page | ||
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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K and other reports issued by South Dakota Soybean Processors, LLC (including reports filed with the Securities and Exchange Commission (the “SEC” or “Commission”), contain “forward-looking statements” that deal with future results, expectations, plans and performance. 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. These forward-looking statements are made based on our expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this report. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this report. Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” and elsewhere in this report. As stated elsewhere in this report such factors include, among others:
• | Changes in the weather or general economic conditions impacting the availability and price of soybeans and natural gas; |
• | Global, national and regional agricultural, economic, financial and commodities market, political, social, and health conditions; |
• | Fluctuations in U.S. oil consumption and petroleum prices; |
• | Changes in perception of food quality and safety; |
• | Damage to or loss of our facilities due to casualty, weather, mechanical failure or any extended or extraordinary maintenance or inspection that may be required; |
• | Changes in business strategy, capital improvements or development plans; |
• | Changes in the availability of credit and interest rates; |
• | The availability of additional capital to support capital improvements, development and projects; and |
• | Other factors discussed under the item below entitled “Risk Factors.” |
We are not under any duty to update the forward-looking statements contained in this report. We cannot 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.
PART I
Item 1. Business.
Overview
South Dakota Soybean Processors, LLC (“we,” “us,” “our” or the “Company”) owns and operates a soybean processing plant and a soybean oil refinery in Volga, South Dakota, which we have been operating since 1996 and 2002, respectively. We also own and operate an oilseed processing plant located approximately five miles east of Miller, South Dakota, which we have been operating since April 30, 2015. We are owned by approximately 2,200 members, most of whom reside in South Dakota and neighboring states and many of whom deliver and sell soybeans to our plants for processing.
Our core business consists of processing locally grown soybeans into soybean meal and soybean oil. Approximately 80% of a bushel of soybeans (60 pounds) is processed into soybean meal or hulls, and the remaining 20% is extracted as oil. We sell the soybean meal primarily to resellers, feed mills, and livestock producers as livestock feed. We market and sell multiple grades of soybean oil in either crude or refined format. Crude and refined soybean oil are marketed and sold to the food, biodiesel and chemical industries. Under certain market conditions, we may register and deliver warehouse receipts for crude oil according to the terms and conditions of a Chicago Board of Trade (CBOT) soybean oil futures contract.
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We strive to maintain a competitive position in the marketplace by producing high quality products, operating a highly efficient operation at the lowest possible cost, and adding value to our core products to capture larger margins. We continue to search for ways to improve on efficiencies by analyzing new methods of vertical integration, adding value to our products by investing in further processing of products, and reviewing new applications for our products in the food and energy fields. Although a primary objective is to maximize the issuance of cash distributions to our members from profits generated through operations, we recognize the need to maintain our financial strength by reinvesting and making capital improvements in our operations facilities.
General Development of Business
We were originally organized as a South Dakota cooperative in 1993. As a South Dakota cooperative, we were entitled to single-level, pass-through tax treatment on income generated through our members’ patronage. This allowed us to pass our income onto our members in the form of distributions without first paying taxes at the company level, similar to a partnership. As we grew, however, the continuing availability of this advantageous tax treatment became less secure. Therefore, we reorganized and converted from a cooperative into a South Dakota limited liability company in 2002 and have been operating as a multi-member South Dakota limited liability company, taxed as a partnership since then.
We began producing soybean meal, crude soybean oil, and soybean hulls in late 1996. Since this time we have continuously made significant capital improvements and expanded our business to include the development of vertically integrated product lines and services. In 2002, we completed the construction of a refining facility and began refining crude soybean oil. In 2003, we acquired ownership and management control of Urethane Soy Systems Company, a company engaged in the production and sale of various soybean oil-based polyurethane products, which we closed in December 2011 due to poor financial performance. In May 2011, we completed the construction and start-up of a deodorizer at our facility, which allows us to deodorize refined soybean oil and sell the oil directly to customers in the food industry. In December 2014, we purchased an oilseed processing plant located near Miller, South Dakota, approximately 100 miles west of our main facility in Volga. The Miller plant allows us to expand into new markets by processing identity-preserved soybeans, such as non-genetically modified organisms (GMO) and organic soybeans.
Industry Information
The soybean processing industry converts soybeans into soybean meal, soybean hulls and soybean oil. A bushel of soybeans typically yields approximately 44 pounds of meal, 4 pounds of hulls, and 11 pounds of crude oil when processed. While the meal and hulls are mostly consumed by animals, food ingredients are the primary end use for the oil. Crude soybean oil is generally refined for use as salad and cooking oil, baking and frying fat, and to a more limited extent, for industrial uses. Increasingly, the sale of soybean oil for human consumption is impacted by the regulation of trans-fat, which results from the hydrogenation process of products such as soybean oil and plant oils. The U.S. Food and Drug Administration requires that food processors disclose the level of trans-fatty acids contained in their products. In addition, various local governments in the U.S. have enacted, or are considering enacting, restrictions on the use of trans-fats in restaurants. As a result, many food manufacturers have reduced the amount of hydrogenated soybean oil included in their products or switched to other oils containing lower amounts of trans-fat.
Soybean production is heavily concentrated in the central U.S., Brazil, Argentina and China. In the 2019 harvest season, the U.S. produced approximately 3.56 billion bushels of soybeans, approximately 23% lower than 2018, and approximately 29% of estimated world production. The USDA estimates that approximately 59% of soybeans produced in the U.S. are processed domestically, 51% are exported as whole soybeans, and 4% are retained for seed and residual use. Historically, there has been an adequate supply of soybeans produced in South Dakota and the upper Midwest for the soybean processing industry. In 2019, farm producers in South Dakota produced 146.2 million bushels of soybeans, ranking it tenth among the top producing states in the U.S. as set forth in the following table:
State | Production (bushels) | |
Illinois | 532 million | |
Iowa | 502 million | |
Minnesota | 298 million | |
Nebraska | 283 million | |
Indiana | 273 million | |
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State | Production (bushels) | |
Missouri | 230 million | |
Ohio | 209 million | |
Kansas | 186 million | |
North Dakota | 174 million | |
South Dakota | 146 million | |
Soybean processing facilities are generally located close to adequate sources of soybeans and a strong demand for meal to decrease transportation costs. Soybean meal is predominantly consumed by poultry and swine in the U.S. On average, exports of soybean meal account for 20% to 30% of total production.
Soybean oil refineries are also generally located close to soybean processing plants. Oil is shipped throughout the U.S. and for export. The USDA estimates that approximately 60% of domestic oil production is used in food, feed and industrial applications, 32% in biodiesel production, and 8% is exported.
Soybean crushing and refining margins are cyclical, characteristic of a mature, competitive industry. While the price of soybeans may fluctuate substantially from year to year, the prices of meal and oil generally track that of soybeans, although not necessarily on a one-for-one basis; therefore, margins can be variable.
The soybean industry continues diligently to introduce soy-based products as bio-based substitutes for various petroleum-based products. These products include biodiesel, soy ink, lubricants, candles and plastics. Biodiesel, a substitute for standard, petroleum-based diesel fuel, has experienced slow but erratic growth in the U.S. From the late-1990s to 2008, biodiesel experienced steady growth, only to stagnate between 2008 and 2010 due to overcapacity in the industry, price volatility in the petroleum oil market, and volatile input costs. Since 2011, the biodiesel market has been in a growth phase following the expansion of the Renewable Fuel Standard (RFS) program and resumption of the biodiesel blenders’ tax credit.
Products & Services
We process soybeans at our two crushing plants to extract the soybean oil from the protein and fiber portions of the soybean. Approximately 80% of a soybean bushel is processed and sold as soybean meal or hulls. The remaining percentage of the soybean is extracted as crude soybean oil. The crude soybean oil is sold directly to customers, or processed into refined soybean oil for future sale.
Raw Materials and Suppliers
We purchase soybeans for processing from local soybean producers and elevators, of which there has been adequate supply historically. In 2019, producers in South Dakota grew and harvested approximately 146 million bushels, compared to 275 million in 2018, 241 million in 2017, 256 million in 2016, and 236 million bushels in 2015. Of this amount, we processed 33.0 million bushels in 2019, compared to 33.2 million bushels in 2018, 31.6 million in 2017, 31.7 million in 2016, and 29.9 million bushels in 2015. We control the flow of soybeans into our facilities with a combination of pricing and contracting options. Threats to our soybean supply include weather, changes in government programs, and competition from other processors and export markets.
Utilities
Volga, South Dakota
We use natural gas and electricity to operate the crushing and refining plants in Volga, South Dakota. Natural gas is used in the boilers for processing heat and for drying soybeans. NorthWestern Corporation, Sioux Falls, South Dakota, provides for the delivery of natural gas to us on an interruptible basis. We are at risk to adverse price fluctuations in the natural gas market, but we have the capability to use fuel oil and biofuel as a backup for natural gas if delivery is interrupted or market conditions dictate. We also employ forward contracting to offset some of this risk. Our electricity is supplied by the City of Volga, South Dakota.
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Miller, South Dakota
We use electricity to operate the mechanical press plant in Miller, South Dakota, as natural gas distribution lines are not located in the area. Our electricity is provided by NorthWestern Corporation, Sioux Falls, South Dakota.
Employees
We currently employ approximately 121 individuals, all but seven of whom are full-time. We have no unions or other collective bargaining agreements.
Sales, Marketing and Customers
Our soybean meal is primarily sold to resellers, feed mills, and livestock producers as livestock feed. The meal is primarily sold to customers in the local area (typically within 200 miles of our Volga facility), Western U.S., and Canada. Our crude soybean oil is sold to refining companies for further processing, or it is refined at our facilities and sold directly to the food industry for human consumption or biodiesel industry as transportation fuel.
The table presented below represents the percentage of sales by quantity of product sold within various markets for 2019.
Market | Soybean Meal | Crude Soybean Oil | Refined Oil | |||
Local | 44% | 36% | 26% | |||
Other U.S. States | 25% | 58% | 69% | |||
Export | 31% | 6% | 5% | |||
Over half of our products are shipped by rail, the service of which is provided by the Rapid City, Pierre & Eastern (RCP&E) rail line, with connections to the Burlington-Northern Santa Fe, Canadian Pacific (CP), and the Union Pacific rail lines. On June 1, 2014, our rail line was sold by CP to RCP&E, which is owned and operated by Genesee & Wyoming, Inc.
All of our assets and operations are domiciled in South Dakota, and all of the products sold are produced in South Dakota.
Dependence upon a Single Customer
None.
Competition
We are in direct competition with several other soybean processing companies in the U.S., many of which have significantly greater resources than we do. The U.S. soybean processing industry is comprised primarily of 16 different companies operating 64 plants in the U.S. It is a mature, consolidated and vertically-integrated industry with four companies controlling nearly 84% of the processing industry. Those four companies are Archer Daniels Midland (ADM), Bunge, Cargill and Ag Processing (AGP). The U.S. vegetable oil (including soybean oil) refining industry is divided between oilseed processors and independent vegetable oil refiners. The oilseed processors operate approximately 83% of the vegetable oil refining capacity in the U.S., and ADM, Bunge, Cargill and AGP operate approximately 68% of the oil refining capacity. The three largest independent vegetable oil refiners are ACH Foods (in joint venture with ADM), Smuckers (Proctor & Gamble), and ConAgra (Hunt-Wesson).
We were the only operating soybean processing plants in South Dakota until last year. In the summer of 2019, AGP completed construction and began operating a new processing plant in northeast South Dakota. This plant could intensify the competition for the purchase of soybeans in certain areas of South Dakota from which we now purchase as well as the sale of our products throughout our trade area. Our processing facilities represent approximately 7% of the total soybean processing capacity in the upper Midwest and about 1.3% in the U.S. We continue to maintain our competitive position in the market by producing high quality products and operating highly efficient operations at the
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lowest possible cost. Adding value to our products is a consistent objective. Most recently, for example, we invested in Prairie AquaTech, LLC and its various affiliates, an early-stage company engaged in the research and development of high quality protein ingredients derived from soybeans, The investment culminated this past summer (2019) in the construction and operation of a new production facility adjacent to our Volga plant.
Government Regulation and Environmental Matters
Our business is subject to laws and related regulations and rules designed to protect the environment which are administered by the U.S. Environmental Protection Agency, the South Dakota Department of Environment and Natural Resources and similar government agencies. These laws, regulations and rules govern the discharge of materials to the environment, air and water; reporting storage of hazardous wastes; the transportation, handling and disposition of wastes; and the labeling of pesticides and similar substances. Our business is also subject to laws and related regulations and rules administered by other federal, state, local and foreign governmental agencies that govern the processing, storage, distribution, advertising, labeling, quality and safety of feed and grain products. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible recalls of products.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to the Securities Exchange Act of 1934, as amended, are filed with the SEC. These reports and other information filed by us with the SEC are available on the SEC website (www.sec.gov). The SEC maintains an Internet site that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Our website is at www.sdsbp.com.
Item 1A. Risk Factors.
We are affected by changes in commodity prices. Our revenues, earnings and cash flows are affected by market prices for commodities such as crude petroleum oil, natural gas, soybeans, and crude and refined vegetable oils. Commodity prices generally are affected by a wide range of factors beyond our control, including weather, disease, insect damage, drought, the availability and adequacy of supply, government regulation and policies, and general political and economic conditions. In addition, we are exposed to the risk of nonperformance by counterparties to contracts. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty’s financial condition and also the risk that the counterparty will refuse to perform a contract during a period of price fluctuations where contract prices are significantly different than the current market prices.
We are subject to global and regional economic downturns and risks relating to turmoil in global financial markets. The level of demand for our products is increasingly affected by regional and global demographic and macroeconomic conditions, including population growth rates and changes in standards of living. A significant downturn in global economic growth, or recessionary conditions in major geographic regions, may lead to reduced demand for agricultural commodities which could adversely affect our business and results of operations. Additionally, weak global economic conditions and turmoil in global financial markets, including constraints on the availability of credit, have in the past adversely affected, and may in the future continue to adversely affect, the financial condition and creditworthiness of some of our customers, suppliers and other counterparties which in turn may negatively impact our business. Any deterioration in economic conditions due to the current coronavirus concerns originating in China, could negatively impact our supply of soybeans and customers, which could negatively impact our ability to market and sell our products and our business.
We could be affected by higher than anticipated operating costs, including but not limited to increased prices for soybeans. In addition to general market fluctuations and economic conditions, we could experience significant cost increases associated with the ongoing operation of our soybean processing and refining plants caused by a variety of factors, many of which are beyond our control. These cost increases could arise from an inadequate local supply of soybeans and a resulting price increase which is not accompanied by an increase in the price for soybean meal and oil. Labor costs can also increase over time, particularly if there is a shortage of labor, or shortage of persons with the skills necessary to operate our facility. Adequacy and cost of electric and natural gas utilities could also affect our operating costs. Changes in price, operation and availability of truck and rail transportation may affect our profitability with respect to the transportation of soybean meal, oil and other products to our customers.
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It may become more difficult to sell our soybean oil for human consumption. The U.S. Food and Drug Administration requires food manufacturers to disclose the levels of trans-fatty acids contained in their products. In addition, various local governments in the U.S. are considering, and some have enacted, restrictions on the use of trans-fats in restaurants. Several food processors have either switched or indicated an intention to switch to edible oil products with lower levels of trans-fatty acids. Because processing soybean oil, particularly hydrogenation, creates trans-fat, it may become difficult to sell our oil to customers engaged in the food industry which could adversely affect our revenues and profits.
Hedging transactions involve risks that could harm our profitability. To reduce our price change risks associated with holding fixed price commodity positions, we generally take opposite and offsetting positions by entering into commodity futures contracts (either a straight futures contract or an options futures contract) for soybeans, soybean meal and crude soybean oil on the Chicago Board of Trade. While hedging activities reduce our risk of loss from changing market values, such activities also limit the gain potential which otherwise could result from those market fluctuations. Our policy is to maintain hedged positions within limits, but we can be long or short at any time. In addition, at any one time, our inventory and purchase contracts for delivery to our facility may be substantial, which could limit our ability to adjust our hedged positions. If our risk management policies and procedures that guide our net position limits are inadequate, we could suffer adverse financial consequences.
Our business is not diversified. Our success depends on our ability to profitably operate our soybean processing and soybean oil refining plants. We do not have any other lines of business or other sources of revenue if we are unable to operate our soybean processing and soybean oil refining plants. This lack of diversification may limit our ability to adapt to changing business conditions and could cause harm to our business.
We are dependent on our management and other key personnel, and loss of their services may adversely affect our business. Our success and business strategy is dependent in large part on our ability to attract and retain key management and operating personnel. This can present particular challenges for us because we operate in a specialized industry and because our business is located in a rural area. Key employees are in high demand and are often subject to competing employment offers in the agricultural value-added industries within the local and regional area. Any loss of the key employees or the failure of these individuals to perform their job functions in a satisfactory manner would have a material adverse effect on our business operations and prospects.
We operate in an intensely competitive industry and we may not be able to continue to compete effectively. We may not be able to continue to successfully penetrate the markets for our products. The soybean processing business is highly competitive, and other companies presently in the market, or that could enter the market, could adversely affect prices for the products we sell. We compete with other soybean processors such as Archer-Daniels Midland (ADM), Cargill, Bunge, and Ag Processing (AGP), among others, all of which are capable of producing significantly greater quantities of soybean products than we do, and may achieve higher operating efficiencies and lower costs due to their scale. A new processing plant owned by AGP in northeast South Dakota could increase the competition for soybeans and adversely affect our business.
Our profitability is influenced by the protein and moisture content of the soybeans in the local growing area. The northern portion of the western soybean belt, where our two soybean crushing plants are located, typically produces a lower protein soybean resulting in a lower protein soybean meal. Because lower protein soybean meal is sold at a lower price, we may not be able to operate as profitably as soybean processing plants in other parts of the country. If adverse weather conditions further reduce the protein content of the soybeans grown in our area, our business may be materially harmed because we will be required to sell our soybean meal at discounted prices to our customers.
In addition, the moisture content of the soybeans that are delivered to our plants also influences our profitability and the efficiency of our plant operations. Soybeans with high moisture content require more energy to dry them before they can be processed. While we may recover some of these extra energy costs by paying producers less for high moisture soybeans, these savings may not be sufficient to offset our additional operating expenses.
Because soybean processing and refining is energy intensive, our business will be materially harmed if energy prices increase substantially. Electricity prices have steadily increased the last few years, and natural gas prices have fluctuated historically. Currently, natural gas prices are at very low levels. If the trend in electricity prices continues, any significant increase in the price of natural gas will increase our energy costs and adversely affect our profitability and operating results. In addition, there are no natural gas distribution lines near the processing plant near Miller, South Dakota, making electricity the only current source of energy at the Miller facility.
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Transportation costs are a factor in the price of soybean meal and oil, and increased transportation costs could adversely affect our profitability. Soybean meal and oil may be shipped by trucks, rail cars, and barges. Added transportation costs are a significant factor in the price of our products, and we may be more vulnerable to increases in transportation costs than other producers because our locations in Volga and Miller are more remote than that of most of our competitors. Today, most of our products are sold FOB Volga or Miller, South Dakota, and those that are not, have the full transportation cost added to the contract. Transportation costs do not currently affect our margin directly; however, the added costs could eventually affect demand for our products.
Increases in the production of soybean meal or oil could result in lower prices for soybean meal or oil and have other adverse effects. Existing soybean processing and refining plants could construct additions to increase their production, and new soybean processing and refining plants could be constructed as well. AGP's new processing plant, for example, in northeast South Dakota, was built and became operational in the summer of 2019. If there is not a corresponding increase in the demand for soybean meal and oil, or if the increased demand is not significant, the increased production of soybean meal and oil may lead to lower prices for soybean meal and oil. The increased production of soybean meal and oil could have other adverse effects as well. The increased production of soybean meal and oil could result in increased demand for soybeans, in turn leading to higher prices for soybeans, resulting in higher costs of production and lower profits.
Legislative, legal or regulatory developments could adversely affect our profitability. We are subject to extensive air, water and other environmental laws and regulations at the federal and state level. In addition, some of these laws require our plant to operate under a number of environmental permits. These laws, regulations and permits can often require pollution control equipment or operational changes to limit actual or potential impacts to the environment. A violation of these laws and regulations or permit conditions can result in substantial fines, damages, criminal sanctions, permit revocations and/or plant shutdowns.
New environmental laws and regulations, including new regulations relating to alternative energy sources and the risk of global climate change, new interpretations of existing laws and regulations, increased governmental enforcement or other developments could require us to make additional unforeseen expenditures. It is expected that some form of regulation will be forthcoming at the federal level in the U.S. with respect to emissions of GHGs, (including carbon dioxide, methane and nitrous oxides). Also, new federal or state legislation or regulatory programs that restrict emissions of GHGs in areas where we conduct business could adversely affect our operations and demand for our products. New legislation or regulator programs could require substantial expenditures for the installation and operation of equipment that we do not currently possess or substantial modifications to existing equipment.
In addition, although our production of soybean meal and oil is not directly regulated by the U.S. Food & Drug Administration, we must comply with the FDA’s content and labeling requirements, which are monitored at our customers’ facilities. Failure to comply with these requirements could result in fines, liability to our customers or other consequences that could increase our operating costs and reduce profits. In addition, changes to the FDA’s rules or regulations could be adopted that would increase our operating costs and expenses, or require capital investment.
We are subject to industry-specific risks that could adversely affect our operating results. These risks include, but are not limited to, product quality or contamination; shifting consumer preferences; federal, state, and local food processing regulations; socially unacceptable farming practices; environmental, health and safety regulations; and customer product liability claims. Any liability resulting from these risks may not always be covered by, or could exceed liability insurance related to product liability and food safety matters maintained by us. The occurrence of any of the matters described above could adversely affect our revenues and operating results. Our products are used as ingredients in livestock and poultry feed. Thus, we are subject to risks associated with the outbreak of disease in livestock and poultry, including, but not limited to, African Swine Fever (ASF), mad-cow disease and avian influenza. The outbreak of disease could adversely affect demand for our products used as ingredients in livestock and poultry feed. A decrease in demand for these products could adversely affect our revenues and operating results.
We could face increased operating costs if we were required to segregate genetically modified soybeans and the products generated from these soybeans. Over the last several years, some soybean producers in our area have been planting genetically modified, or GMO, soybeans, commonly known as Round-up Ready beans. Neither the U.S. Department of Agriculture nor the FDA currently requires that genetically modified soybeans be segregated from other soybeans. If these agencies or our customers were to require that we process these genetically modified soybeans separately, we would face increased storage and processing costs and our profitability could be harmed.
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There is no public market for our units. There is no public trading market for our units. While we have established a private online matching service in order to facilitate the transfer of units among our members, the transfer of units on this service is severely limited. The service has been designed to comply with federal tax laws and IRS regulations governing a “qualified matching service,” as well as state and federal securities laws. Under these rules, there are detailed timelines and restrictions that must be followed with respect to offers and sales of units. As a result, units held by our members may not be easily resold and members may be required to hold their units indefinitely. Even if a member is able to resell units, the price may be less than the member's original investment for the units or may otherwise be unattractive to the member.
There are significant restrictions on the transfer of our units. To protect our status as a partnership for federal income tax purposes and to assure no public trading market for our units develops or exists, our units are subject to significant restrictions on transfer. All transfers of units must comply with the transfer provisions of our operating agreement and the capital units transfer system and are subject to approval by our board of managers. Our board of managers reserves the right not to approve any transfer of units that could cause us to lose our partnership tax status or violate federal or state securities laws. As a result, members may not be able to transfer their units and may be required to assume the risks of the investment for an indefinite period of time.
Item 2. Properties.
We conduct our operations principally at our two facilities in Volga, South Dakota and Miller, South Dakota.
At our Volga facility, we own the land, consisting of 98 acres, on which most of the infrastructure and physical properties rest. Our facilities consist of a soybean processing plant, a soybean oil refinery and deodorizer, a quality control laboratory, and administrative and operations buildings.
At our Miller facility, we own the land, consisting of approximately 24 acres, on which the soybean processing plant and operations building rest.
All of our tangible property, real and personal, serves as collateral for our debt instruments with our primary lender, CoBank, ACB, of Greenwood Village, Colorado, which is described below under “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operation—Indebtedness.”
Item 3. Legal Proceedings.
From time to time in the ordinary course of our business, we may be named as a defendant in legal proceedings related to various issues, including without limitation, workers’ compensation claims, tort claims, or contractual disputes. We carry insurance that provides protection against general commercial liability claims, claims against our directors, officers and employees, business interruption, automobile liability, and workers’ compensation claims. We are not currently involved in any material legal proceedings and are not aware of any potential claims.
Item 4. Mine Safety Disclosures.
None.
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
As of December 31, 2019 and March 1, 2020, there were 2,207 members of record and a total of 30,419,000 Class A capital units issued and outstanding. We did not make any repurchases of Class A units during the fiscal year 2019 .
Trading Activity
Our capital units are not traded on an exchange or otherwise publicly traded and are subject to significant restrictions on transfer. Most transfers of capital units are conducted through a “qualified matching service” as defined by the publicly-traded partnership rules of the federal tax code. Under the qualified matching service, bids for capital units submitted by interested buyers and sellers are matched on the basis of a strict set of rules and conditions set forth under the federal tax code and by us; plus, all matching and transfers are subject to approval by our board of managers.
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Our qualified matching service is operated through www.AgStockTrade.com, an SEC-registered and regulated Alternative Trading Service which is owned and operated by Variable Investment Advisors, Inc., Sioux Falls, South Dakota, a registered broker-dealer with the SEC, FINRA, and various states. The following table contains historical information by quarter for the past two years regarding the matching of capital units through the qualified matching service:
Quarter | Low Price (1) | High Price (1) | Average Price | # of Capital Units Matched | |||||||||||
First Quarter 2018 | $ | 3.30 | $ | 3.43 | $ | 3.39 | 60,000 | ||||||||
Second Quarter 2018 | $ | 3.37 | $ | 4.42 | $ | 3.40 | 78,500 | ||||||||
Third Quarter 2018 | $ | 3.19 | $ | 3.23 | $ | 3.20 | 33,000 | ||||||||
Fourth Quarter 2018 | $ | 3.20 | $ | 3.38 | $ | 3.28 | 37,500 | ||||||||
First Quarter 2019 | $ | 3.24 | $ | 3.44 | $ | 3.30 | 95,000 | ||||||||
Second Quarter 2019 | $ | 3.48 | $ | 3.75 | $ | 3.60 | 59,000 | ||||||||
Third Quarter 2019 | $ | 3.75 | $ | 3.77 | $ | 3.76 | 17,500 | ||||||||
Fourth Quarter 2019 | $ | 3.50 | $ | 3.60 | $ | 3.54 | 34,000 | ||||||||
(1) | The qualified matching service rules prohibit firm bids; therefore, the prices reflect actual sale prices of the capital units. |
Transfer Restrictions
As a limited liability company, we must severely restrict trading and transfers of our capital units in order to preserve our preferential single-level "partnership" tax status at the member level. To preserve this, our operating agreement prohibits transfers of capital units other than through the procedures specified under our capital units transfer system, or CUTS, which may be amended from time to time by our board of managers. Under the CUTS, our capital units cannot be traded on any national securities exchange or in any over-the-counter market. Also, we cannot permit the total number of capital units traded annually through the qualified matching service to exceed 10% of our total issued and outstanding capital units. All transactions, including any trades on the qualified matching service, must be approved by the board of managers, which are generally approved if they fall within “safe harbors” contained in the rules of the federal tax code. Permitted transfers include transfers by gift or death, sales to qualified family members, and trades through the qualified matching service subject to the 10% restriction. Pursuant to our operating agreement, a minimum of 2,500 capital units is required to be owned by an individual or entity for membership, and no member may own more than 10% of our total outstanding capital units.
Distributions to Members
We issued to our members a cash distribution of $15.2 million (50.0¢ per capital unit) and $5.1 million (16.7¢ per capital unit) in the years ended December 31, 2019 and 2018, respectively. On January 21, 2020, our board of managers approved a cash distribution to our members of approximately $6.7 million (22.0¢ per capital unit), which was issued to our members on or about February 7, 2020. Our distributions are declared at the discretion of our board of managers and are issued in accordance with the terms of our operating agreement and distribution policy. Distributions are also subject to restrictions imposed under our loan agreement with our lender. There is no assurance as to if, when, or how much we will make in distributions in the future. Actual distributions depend upon our profitability, expenses and other factors discussed in this report.
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Item 6. Selected Financial Data.
The following table sets forth selected financial data of South Dakota Soybean Processors, LLC for the periods indicated. The financial statements included in Item 8 of this report were audited by Eide Bailly LLP.
2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
Bushels processed | 33,045,418 | 33,232,663 | 31,577,132 | 31,735,399 | 29,923,155 | ||||||||||||||
Statement of Operations Data: | |||||||||||||||||||
Revenues | $ | 371,275,766 | $ | 391,764,683 | $ | 375,759,337 | $ | 377,931,693 | $ | 367,560,428 | |||||||||
Costs & expenses: | |||||||||||||||||||
Cost of goods sold | (356,475,930 | ) | (362,601,571 | ) | (364,150,130 | ) | (363,829,609 | ) | (342,658,664 | ) | |||||||||
Operating expenses | (3,624,306 | ) | (3,834,845 | ) | (3,211,255 | ) | (3,441,446 | ) | (3,567,038 | ) | |||||||||
Operating profit (loss) | 11,175,530 | 25,328,267 | 8,397,952 | 10,660,638 | 21,334,726 | ||||||||||||||
Non-operating income (loss) | 723,812 | 1,448,980 | (1,171,034 | ) | 2,340,072 | 2,168,860 | |||||||||||||
Interest expense | (919,157 | ) | (897,942 | ) | (457,909 | ) | (413,863 | ) | (551,180 | ) | |||||||||
Income tax benefit (expense) | (600 | ) | (1,960 | ) | (1,941 | ) | 6,209 | (570 | ) | ||||||||||
Income (loss) from continuing operations | 10,979,585 | 25,877,345 | 6,767,068 | 12,593,056 | 22,951,836 | ||||||||||||||
Gain (loss) on discontinued operations | — | — | — | — | — | ||||||||||||||
Net income (loss) | $ | 10,979,585 | $ | 25,877,345 | $ | 6,767,068 | $ | 12,593,056 | $ | 22,951,836 | |||||||||
Weighted average capital units outstanding | 30,419,000 | 30,419,000 | 30,419,000 | 30,419,000 | 30,419,000 | ||||||||||||||
Net income (loss) per capital unit | $ | 0.361 | $ | 0.851 | $ | 0.222 | $ | 0.414 | $ | 0.755 | |||||||||
Balance Sheet Data: | |||||||||||||||||||
Working capital | $ | 21,322,260 | $ | 19,425,996 | $ | 15,668,312 | $ | 21,794,589 | $ | 28,143,049 | |||||||||
Net property, plant & equipment | 64,517,204 | 59,068,014 | 55,531,308 | 44,751,140 | 40,921,077 | ||||||||||||||
Total assets | 158,104,992 | 144,854,183 | 123,216,647 | 121,240,557 | 122,914,781 | ||||||||||||||
Long-term obligations | 15,307,727 | 5,796,382 | 5,102,818 | 724,035 | 787,096 | ||||||||||||||
Members’ equity | 85,947,333 | 90,177,248 | 69,375,206 | 72,052,927 | 74,508,352 | ||||||||||||||
Other Data: | |||||||||||||||||||
Capital expenditures | $ | 10,066,719 | $ | 8,026,131 | $ | 14,494,447 | $ | 7,065,332 | 5,225,636 | ||||||||||
Distributions to members | $ | 15,209,500 | $ | 5,075,303 | $ | 9,444,789 | $ | 15,048,481 | $ | 15,048,481 | |||||||||
Distributions to members per capital unit | $ | 0.500 | $ | 0.167 | $ | 0.310 | $ | 0.495 | $ | 0.495 | |||||||||
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion along with our financial statements and the notes to our financial statements included elsewhere in this report. The following discussion contains forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results, performance and achievements may differ materially from those expressed in, or implied by, such forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Information” at the beginning of this report.
Overview and Executive Summary
In 2019, we recorded a net income of $11.0 million, compared to our record breaking profit of $25.9 million in 2018. The $14.9 million decrease in profit is the result of several factors including adverse weather, increased soybean processing in the U.S. and increased production costs.
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Heavy snow and rainfall during the spring of 2019 caused severe flooding in our area. Local farmers were forced to delay planting or elected to reduce planting or not plant at all, which left a significant number of unplanted fields in South Dakota. According to the USDA, South Dakota's soybean production decreased from 275 million bushels in 2018 to only 146 million in 2019. As a result, fewer soybeans were available to purchase, leading to increases in soybean prices, deteriorating soybean crush margins.
In addition, China's implementation of a 25% tariff on U.S. soybeans in May 2018 effectively halted soybean exports to China. This in turn shifted China to purchase soybeans from other countries such as Brazil and Argentina. Since China does not typically purchase or import soybean meal or oil, soybean meal and oil prices did not decrease at the same rate as soybeans, leading to unprecedented board crush levels in 2018. In 2019, however, U.S. soybean processing facilities, in effort to capitalize on high crushing margins, increased their production capacity, which returned margins to historically average levels.
Production cost increases were caused by a longer than expected annual maintenance shutdown at our Volga facility in August 2019. During the shutdown, we had to make extensive repairs and replace various process equipment. As a result, maintenance expenses, which are part of production costs, increased by approximately $3.1 million in 2019.
Looking forward, we anticipate that it will be difficult to find and purchase soybeans at reasonable prices until this fall's harvest. This has forced us to search for soybeans outside of our normal region and pay in terms of price, narrowing our profit margins in the process. The quality of soybeans is an issue as well. The wet growing season has meant additional drying time for soybeans before processing, reducing our crush capacity and negatively impacting our margins. Yet there is some good news to report. Hog inventory numbers in South Dakota have increased steadily and improved local demand for soybean meal. In addition, oil demand has remained strong due to the renewed biodiesel producers' tax credit.
We continue to experience modest growth in demand for non-GMO products. Although non-GMO products are only a tiny fraction of our overall production, the non-GMO market is well-suited for our Miller facility given its smaller size. We are also taking strategic steps to secure our market and customers, understanding there will be increased processing capacity from competitors across the United States, including some in South Dakota.
Results of Operations
Comparison of Years Ended December 31, 2019 and 2018
Year Ended December 31, 2019 | Year Ended December 31, 2018 | ||||||||||||
$ | % of Revenue | $ | % of Revenue | ||||||||||
Revenue | $ | 371,275,766 | 100.0 | $ | 391,764,683 | 100.0 | |||||||
Cost of revenues | (356,475,930 | ) | (96.0 | ) | (362,601,571 | ) | (92.6 | ) | |||||
Operating expenses | (3,624,306 | ) | (1.0 | ) | (3,834,845 | ) | (1.0 | ) | |||||
Other income (expense) | (195,345 | ) | (0.1 | ) | 551,038 | 0.1 | |||||||
Income tax (expense), net | (600 | ) | — | (1,960 | ) | — | |||||||
Net income (loss) | $ | 10,979,585 | 3.0 | $ | 25,877,345 | 6.6 | |||||||
Revenue – Revenue decreased $20.5 million, or 5.2%, for the year ended December 31, 2019, compared to the same period in 2018. The decrease in revenues is primarily due to a 7.0% decrease in the average sales price of soybean meal. Soybean meal prices were affected by increased production of U.S. soybeans during the year ended December 31, 2019, compared to the same period in 2018. Due to a record sized soybean crop in the fall of 2018 and the trade dispute with China, soybean processors in the U.S. operated at full capacity, and in some cases increased capacity, in effort to maximize margins.
Gross Profit/Loss – Gross profit decreased $14.4 million, or 49.3%, during 2019, compared to 2018. The decrease in gross profit is primarily due to adverse weather conditions in our soybean procurement area, increased soybean processing in the U.S., and increased maintenance costs. Severe flooding arising from heavy snow and rainfall in the spring of 2019 caused local farmers to delay, reduce planting or elect not to plant at all. Consequently, soybean
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production in South Dakota decreased approximately 47% from 2018 to 2019, which increased soybean prices and narrowed soybean crush margins.
China further impacted gross profit. In May 2018, China implemented a 25% tariff on U.S. soybeans effectively halting soybean exports from the U.S. to China. China subsequently shifted soybean purchases to other countries such as Brazil and Argentina. Since China does not typically purchase or import soybean meal or oil, soybean meal and oil prices did not decrease at the same rate as soybeans, resulting in unprecedented board crush levels in 2018. By 2019, however, U.S. soybean processing facilities, in effort to capitalize on high crushing margins, increased their production capacity, which returned crush margins to historically average levels.
Maintenance expenses also adversely affected margins. Our Volga facility completed its regularly scheduled annual maintenance shutdown in August 2019. Unfortunately, the shutdown was approximately twice as long in duration than in previous years due to extensive and necessary repairs and replacement of various process equipment. As a result, maintenance expenses increased by approximately $3.1 million in 2019, compared to 2018.
Operating Expenses – Administrative expenses, including all selling, general and administrative expenses, decreased $211,000, or 5.5%, for the year ended December 31, 2019, compared to 2018. The decrease is primarily due to a decrease in personnel costs.
Interest Expense – Interest expense increased $21,000, or 2.4%, for the year ended December 31, 2019, compared to the same period in 2018. The increase in interest expense is due primarily to an increase in borrowings from our lines of credit. During the year ended December 31, 2019, the average debt level was approximately $19.1 million, compared to $18.8 million in 2018.
Other Non-Operating Income (Expense) – Other non-operating income, including patronage dividend income, decreased $725,000, or 50.0%, for the year ended December 31, 2019, compared to the same period in 2018. The decrease was primarily due to a $310,000 deterioration on gains (losses) on sale of property and equipment and an $184,000 decrease in compensation for management services. In 2019, we recorded $64,000 in losses on the sale of property and equipment, compared to a $246,000 gain during 2018. In April 2018, we entered into two agreements with Prairie AquaTech Manufacturing, LLC for a total of $1.72 million to perform various management and construction management services. During the year ended December 31, 2019, we recognized income of $759,000 from these two agreements, compared to $943,000 during the same period in 2018.
Net Income/Loss – We generated a net income of $11.0 million during the year ended December 31, 2019, compared to $25.9 million during the same period in 2018. The $14.9 million decrease in net income is primarily attributable to a decrease in revenues and gross profit.
Comparison of Years Ended December 31, 2018 and 2017
Year Ended December 31, 2018 | Year Ended December 31, 2017 | ||||||||||||
$ | % of Revenue | $ | % of Revenue | ||||||||||
Revenue | $ | 391,764,683 | 100.0 | $ | 375,759,337 | 100.0 | |||||||
Cost of revenues | (362,601,571 | ) | (92.6 | ) | (364,150,130 | ) | (96.9 | ) | |||||
Operating expenses | (3,834,845 | ) | (1.0 | ) | (3,211,255 | ) | (0.9 | ) | |||||
Other income (expense) | 551,038 | 0.1 | (1,628,943 | ) | (0.4 | ) | |||||||
Income tax (expense), net | (1,960 | ) | — | (1,941 | ) | — | |||||||
Net income (loss) | $ | 25,877,345 | 6.6 | $ | 6,767,068 | 1.8 | |||||||
Revenue – Revenue increased $16.0 million, or 4.3%, for the year ended December 31, 2018, compared to the same period in 2017. The increase in revenues is primarily due to a 5.2% increase in the quantity of soybeans processed,which in turn increased our product sales volume. The increase in production is largely the result of recent capital improvements to expand processing capacity, reduce plant operation downtime and improve overall efficiency.
Gross Profit/Loss – Gross profit increased $17.6 million, or 151.2%, during the year ended December 31, 2018, compared to the same period in 2017. The increase in gross profit is primarily due to two factors, the effect of a severe
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drought in Argentina and the threat and imposition of tariffs by China on the U.S. soybean export market. The drought in Argentina, a country responsible for almost 30% of the world's soybean meal exports, shifted demand for meal to the U.S. and allowed producers like us to benefit from increased export opportunities. The threat and imposition of tariffs by China on U.S. soybeans resulted in a decrease in U.S. soybean prices, which improved processing margins for our products.
Operating Expenses – Administrative expenses, including all selling, general and administrative expenses, increased $624,000, or 19.4%, for the year ended December 31, 2018, compared to 2017. The increase is primarily due to an increase in personnel costs.
Interest Expense – Interest expense increased $440,000, or 96.1%, for the year ended December 31, 2018, compared to the same period in 2017. The increase in interest expense is due primarily to an increase in interest rates on our senior debt with CoBank and increased borrowings, which resulted from an increase in capital investments. As of December 31, 2018, the interest rate on our revolving log-term loan was 4.96%, compared to 4.02% as of December 31, 2017. The average debt level during the year ended December 31, 2018 was approximately $18.8 million, compared to $10.6 million for the same period in 2017.
Other Non-Operating Income (Expense) – Other non-operating income, including patronage dividend income, improved $2.6 million, or 223.7%, for the year ended December 31, 2018, compared to the same period in 2017. On November 21, 2017, we sold our remaining equity interest in Minnesota Soybean Processors (MnSP) for $3.2 million, which resulted in a loss of approximately $1.5 million, compared to $0 in 2018.
Net Income/Loss – During the year ended December 31, 2018, we generated a net income of $25.9 million, compared to $6.8 million during the same period in 2017. The $19.1 million increase in net income is primarily attributable to an increase in gross profit associated with an increase in soybean processing, improved soybean meal value and reduced soybean costs.
Liquidity and Capital Resources
Our primary sources of liquidity are cash provided by operations and borrowings under our two lines of credit which are discussed below under “Indebtedness.” On December 31, 2019, we had working capital, defined as current assets less current liabilities, of approximately $21.3 million, compared to working capital of $19.4 million on December 31, 2018. Working capital increased between periods primarily due to net income in 2019. Based on our current plans, we believe that we will continue funding our capital and operating needs from cash from operations and revolving lines of credit.
Comparison of the Years Ended December 31, 2019 and 2018
2019 | 2018 | ||||||
Net cash from (used for) operating activities | $ | (3,347,017 | ) | $ | 30,477,437 | ||
Net cash (used for) investing activities | (9,968,606 | ) | (13,765,561 | ) | |||
Net cash from (used for) financing activities | 6,743,222 | (10,198,317 | ) | ||||
Cash Flows From (Used For) Operating Activities
The $33.8 million change in cash flows provided by (used for) from operating activities is primarily attributed to a $14.9 million decrease in net income and a $7.8 increase in inventory in 2019, compared to a $1.3 million decrease in 2018. We increased crude oil inventory mainly due to complications starting up our refinery after the plant maintenance shutdown in August 2019.
Cash Flows From (Used For) Investing Activity
The $3.8 million decrease in cash flows used for investing activities between 2018 and 2019 was due to a decrease in investments in 2019, offset by an increase in capital improvements in 2019. In 2018, we made an equity investment of $6.3 million in Prairie AquaTech, LLC and its affiliates, compared to $0 in 2019. In 2019, however, we spent approximately $10.1 million on capital improvements to help improve the quality and efficiency of operations, compared to $8.0 million in 2018.
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Cash Flows From (Used For) Financing Activity
The $16.9 change in cash flows provided by (used for) financing activities is due to a $22.2 million change in net proceeds (payments) on borrowings from our credit facilities in 2019, compared to the same period in 2018. In 2019, net proceeds from borrowings was $17.7 million, compared to $4.5 million in net payments on borrowings in 2018. The change in net proceeds (payments) on borrowings was partially offset by a $10.1 million increase in cash distributions to members in 2019, compared to 2018.
Comparison of the Years Ended December 31, 2018 and 2017
2018 | 2017 | ||||||
Net cash from operating activities | $ | 30,477,437 | $ | 7,397,180 | |||
Net cash used for investing activities | (13,765,561 | ) | (11,151,829 | ) | |||
Net cash used for financing activities | (10,198,317 | ) | (7,216,476 | ) | |||
Cash Flows From (Used For) Operating Activities
The $23.1 million increase in cash flows from operating activities is primarily attributed to a $19.1 million increase in net income during 2018, compared to 2017.
Cash Flows From (Used For) Investing Activity
Cash flows used for investing activities increased approximately $2.6 million in 2018, compared to 2017, primarily due to a $6.3 million increase in investments and a $3.3 million decrease in proceeds from the sale of our cooperative investments. In 2018, we invested $6.3 million in Prairie AquaTech, LLC and its affiliates, compared to $0 in 2017. We also received $0.0 from the sales of cooperative investments in 2018, compared to $3.3 million from the sale of our remaining ownership interest in Minnesota Soybean Processors (MnSP), Brewster, Minnesota, in 2017. Partially offsetting the increases in cash used for investing activities was a $6.5 million reduction on capital improvements in 2018, compared to 2017. We spent approximately $8.0 million on capital improvements in 2018, compared to $14.5 million in 2017.
Cash Flows From (Used For) Financing Activity
The $3.0 increase in cash flows used for financing activities is principally due to a $7.3 million change in net proceeds (payments) on borrowings from our credit facilities in 2018, compared to the same period in 2017. In 2018, we had $5.1 million in net payments on borrowings, compared to $2.2 million in net proceeds from borrowings in 2017. Partially offsetting the change in net proceeds (payments) on borrowings is a $4.4 million decrease in cash distributions to members in 2018.
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. Prior to the amendments described below, we could borrow funds on this loan 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 amount available for borrowing continually decreases by $2.0 million every six months until the credit line’s maturity on September 20, 2023. We pay a 0.40% annual commitment fee on any funds not borrowed. The principal balance outstanding on the revolving term loan is $16.0 million and $0.0 as of December 31, 2019 and 2018, respectively. Under this loan, there were no additional funds available to be borrow as of December 31, 2019.
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 $20 million until the loan's maturity on February 1, 2020. 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 agreement to avoid the commitment fee. As of December 31, 2019 and 2018, there were advances outstanding on the seasonal loan of $1.7 million and $0.0, respectively. Under this loan, there were $18.3 million in available funds to borrow as of as of December 31, 2019.
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Both loans with CoBank are set up with a variable rate option. The variable rate is set by CoBank and changes weekly on the first business day of each week. We also have a fixed rate option on both loans allowing us to fix rates for any period between one day and the entire commitment period. The annual interest rate on the revolving term loan is 4.24% and 4.96% as of December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, the interest rate on the seasonal loan is 3.99% and 4.71%, respectively. We were in compliance with all covenants and conditions under the loans as of December 31, 2019.
On January 27, 2020, we entered into amendments of our credit agreement, revolving long-term loan, and seasonal loan with CoBank. Under the amendment of our revolving long-term note, the maximum amount that we may borrow is increased from $16 million to $26 million. The amount available for borrowing will still decrease by $2 million every six months beginning on March 20, 2020, however, there will be a scheduled balloon payment for the remaining balance on the loan's maturity date on September 20, 2023. Under the seasonal note, the principal amount that we may borrow is increased from $20 million to $28 million until the loan's maturity on December 1, 2020. All other material items and conditions under the credit agreement, and subsequent amendments to such agreement, remain the same following these amendments.
We also have a loan with the State of South Dakota Department of Transportation in connection with previous improvements made to the railway infrastructure near our soybean processing plant in Volga, South Dakota. Under this loan, we made annual principal and interest payments of $75,500. On the maturity date of this loan, which is June 1, 2020, a balloon payment for the remaining principal balance will be necessary. The principal balance outstanding on this loan was $603,342 and $665,222 as of December 31, 2019 and 2018, respectively.
Capital Expenditures
A total of $10.1 million was made in capital expenditures for property and equipment in 2019, compared to approximately $8.0 million in 2018. Improvements were made to enhance the quality and efficiency of our soybean crushing facility and oil refinery in Volga, South Dakota, and our small oilseed processing plant near Miller, South Dakota. Depending upon our profitability, we anticipate spending between $8.0 million and $12.0 million for capital improvements in 2020, which will be financed from cash flows from operating activities and long-term debt financing.
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) | $ | 17,817,000 | $ | 5,052,000 | $ | 8,595,000 | $ | 4,170,000 | $ | — | ||||||||||
Operating Lease Obligations | 6,391,000 | 2,791,000 | 3,043,000 | 354,000 | 203,000 | |||||||||||||||
Total | $ | 24,208,000 | $ | 7,843,000 | $ | 11,638,000 | $ | 4,524,000 | $ | 203,000 | ||||||||||
(1) | Represents principal and interest payments on our notes payable, which are included on our Balance Sheet. |
Recent Accounting Pronouncements
See page F-10, Note 1 of our audited financial statements for a discussion on the impact, if any, of the recently pronounced accounting standards.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Preparation of our financial statements requires estimates and judgments to be made that affect the amounts of assets, liabilities, revenues and expenses reported. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. We continually evaluate these estimates based on historical experience and other assumptions that we believe to be reasonable under the circumstances.
The difficulty in applying these policies arises from the assumptions, estimates, and judgments that have to be made currently about matters that are inherently uncertain, such as future economic conditions, operating results and valuations as well as management intentions. As the difficulty increases, the level of precision decreases, meaning that actual results can and probably will be different from those currently estimated.
Of the significant accounting policies described in the notes to the financial statements, we believe that the following may involve a higher degree of estimates, judgments, and complexity:
Commitments and Contingencies
Contingencies, by their nature relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred, as well as in estimating the amount of the potential expense. In conformity with accounting principles generally accepted in the U.S., we accrue an expense when it is probable that a liability has been incurred and the amount can be reasonably estimated.
Inventory Valuation
We account for our inventories at estimated market value. These inventories are agricultural commodities that are freely traded, have quoted market prices, may be sold without significant further processing, and have predictable and insignificant costs of disposal. We derive our estimates from local market prices determined by grain terminals in our area. Processed product price estimates are determined by the ending sales contract price as of the close of the final day of the period. This price is determined by the average closing price on the Chicago Board of Trade, net of the local basis, for the last two business days of the period and the first business day of the subsequent period. Changes in the market values of these inventories are recognized as a component of cost of goods sold.
Long-Lived Assets
Depreciation and amortization of our property, plant and equipment is provided on the straight-lined method by charges to operations at rates based upon the expected useful lives of individual or groups of assets. Economic circumstances or other factors may cause management’s estimates of expected useful lives to differ from actual.
Long-lived assets, including property, plant and equipment and investments are evaluated for impairment on the basis of undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impaired asset is written down to its estimated fair market value based on the best information available. Considerable management judgment is necessary to estimate undiscounted future cash flows and may differ from actual.
We evaluate the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying value may not be recoverable. Such circumstances could include, but are not limited to: (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss is recognized.
The impairment loss is calculated as the amount by which the carrying value of the asset exceeded its fair value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts.
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Accounting for Derivative Instruments and Hedging Activities
We minimize the effects of changes in the price of agricultural commodities by using exchange-traded futures and options contracts to minimize our net positions in these inventories and contracts. We account for changes in market value on exchange-traded futures and option contracts at exchange prices and account for the changes in value of forward purchase and sales contracts at local market prices determined by grain terminals in the area. Changes in the market value of all these contracts are recognized in earnings as a component of cost of goods sold.
Operating Leases
Effective January 1, 2019, we adopted ASU No. 2016-02 (Leases). The standard requires companies to recognize operating lease assets and liabilities on the balance sheet and disclose key information regarding its leasing arrangements. We elected the package of practical expedients permitted in ASC Topic 842. Accordingly, we accounted for all our leases as operating leases under the new guidance, without reassessing (a) whether the contracts contain leases under Topic 842, (b) whether classification of the operating leases would be different in accordance with ASC Topic 842, or (c) whether the unamortized initial direct costs before transition adjustments, if any, would have met the definition of initial direct costs in ASC Topic 842 at lease commencement. As a result of the adoption of the new lease accounting guidance, we recognize : (a) a lease liability amount which represents the present value of all remaining lease payments discounted using our incremental borrowing rate at the time of adoption of the respective leases, and (b) a right-of-use asset amount which represents the total lease liability adjusted for any unamortized initial direct costs. We also elected not to recognize and measure any short-term lease, which is a lease that, at the commencement date, has a term of 12 months or less and does not contain an option to purchase the underlying asset that the lessee is reasonably certain to exercise.
Revenue Recognition
We account for all of our revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers, which became effective January 1, 2018. As part of the adoption of ASC 606, we applied the new standard on a modified retrospective basis analyzing open contracts as of January 1, 2018. However, no cumulative effect adjustment to retained earnings was necessary as no revenue recognition differences were identified when comparing the revenue recognition criteria under ASC 606 to previous requirements.
We principally generate revenue from merchandising and transporting manufactured agricultural products used as ingredients in food, feed, energy and industrial products. Revenue is measured based on the consideration specified in the contract with a customer, and excludes any amounts collected on behalf of third parties (e.g. - taxes). We follow a policy of recognizing revenue at a single point in time when we satisfy our performance obligation by transferring control over a product to a customer. Control transfer typically occurs when goods are shipped from our facilities or at other predetermined control transfer points (for instance, destination terms). Shipping and handling costs related to contracts with customers for sale of goods are accounted for as a fulfillment activity and are included in cost of revenues. Accordingly, amounts billed to customers for such costs are included as a component of revenues.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk.
Commodities Risk & Risk Management. To reduce the price change risks associated with holding fixed price commodity positions, we generally take opposite and offsetting positions by entering into commodity futures contracts (either a straight or options futures contract) on a regulated commodity futures exchange, the Chicago Board of Trade. While hedging activities reduce the risk of loss from changing market prices, such activities also limit the gain potential which otherwise could result from these significant fluctuations in market prices. Our policy is generally to maintain a hedged position within limits, but we can be long or short at any time. Our profitability is primarily derived from margins on soybeans processed, not from hedging transactions. Our management does not anticipate that hedging activities will have a significant impact on our future operating results or liquidity. Hedging arrangements do not protect against nonperformance of a cash contract.
At any one time, our inventory and purchase contracts for delivery to our facility may be substantial. We have risk management policies and procedures that include net position limits. They are defined by commodity, and include both trader and management limits. This policy and procedure triggers a review by management when any trader is outside of position limits. The position limits are reviewed at least annually with the board of managers. We monitor current market conditions and may expand or reduce the limits in response to changes in those conditions.
19
An adverse change in market prices would not materially affect our profitability since we generally take opposite and offsetting positions by entering into commodity futures and forward contracts as economic hedges of price risk.
Foreign Currency Risk. We conduct essentially all of our business in U.S. dollars and have minimal direct risk regarding foreign currency fluctuations. Foreign currency fluctuations do, however, impact the ability of foreign buyers to purchase U.S. agricultural products and the competitiveness of and demand for U.S. agricultural products compared to the same products offered by foreign suppliers.
An adverse change in market prices would not materially affect our profitability since we generally take opposite and offsetting positions by entering into commodity futures and forward contracts as economic hedges of price risk.
Interest Rate Risk. We manage exposure to interest rate changes by using variable rate loan agreements with fixed rate options. Long-term loan agreements can utilize the fixed option through maturity; however, the revolving ability to pay down and borrow back would be eliminated once the funds were fixed.
As of December 31, 2019, we had $603,342 in fixed rate debt and $36 million in variable rate debt available to borrow. Interest rate changes impact the amount of our interest payments and, therefore, our future earnings and cash flows. Assuming other variables remain constant, a one percentage point (1%) increase in interest rates on our variable rate debt could have an estimated impact on profitability of approximately $360,000 per year.
Item 8. Financial Statements and Supplementary Data.
Reference is made to the “Index to Financial Statements” of South Dakota Soybean Processors, LLC located on the page immediately preceding page F-1 of this report, and financial statements and schedules for the years ended December 31, 2019, 2018 and 2017.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Control and Procedures.
Evaluation of Disclosure Controls and Procedures. Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based on this evaluation, our management has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Additionally, based on management’s evaluation, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is accumulated and communicated to our management to allow timely decisions regarding required disclosures.
Management’s Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
20
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2019, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control- Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment using those criteria, management concluded that, as of December 31, 2019, our internal control over financial reporting is effective. Our management reviewed the results of their assessment with the Audit Committee.
This Annual Report does not include a report of our registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to an audit report by our registered public accounting firm pursuant to the rules of the Commission that permit us to provide only management’s report in this report.
Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
/s/ Thomas Kersting | |
Thomas Kersting, Chief Executive Officer | |
(Principal Executive Officer) | |
/s/ Mark Hyde | |
Mark Hyde, Chief Financial Officer | |
(Principal Financial Officer) | |
Item 9B. Other Information.
None.
PART III
Pursuant to General Instructions G(3), we omit Part III, Items 10, 11, 12, 13, and 14, and incorporate such items by reference to an amendment to this Annual Report on Form 10-K or to a Definitive Proxy Statement to be filed with the Commission within 120 days after the close of the fiscal year covered by this Report (December 31, 2019).
Part IV
Item 15. Exhibits, Financial Statement Schedules.
The following exhibits and financial statements are filed as part of, or are incorporated by reference into, this report:
(a)(1) Financial Statements — Reference is made to the “Index to Financial Statements” of South Dakota Soybean Processors, LLC located on the page immediately preceding page F-1 of this report for a list of the financial statements for the year ended December 31, 2019. The financial statements appear on page F-2 of this Report.
(2) All supplemental schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the Consolidated Financial Statements or notes thereto.
(3) Exhibits - Exhibits required to be filed by Item 601 of Regulation S-K are set forth in the Exhibit Index accompanying this Annual Report on Form 10-K and are incorporated herein by reference.
21
Exhibit Number | Description | |
____________________________________________________________________________
(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) Assigned by General Electric Railcar Services Corporation to Wells Fargo Rail Corporation on August 1, 2016.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
SOUTH DAKOTA SOYBEAN PROCESSORS, LLC | |||
Dated: | March 17, 2020 | By | /s/ Thomas Kersting |
Thomas Kersting, Chief Executive Officer | |||
(Principal Executive Officer) | |||
Dated: | March 17, 2020 | /s/ Mark Hyde | |
Mark Hyde, Chief Financial Officer | |||
(Principal Financial Officer) | |||
22
Pursuant to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: | March 17, 2020 | By | /s/ Thomas Kersting |
Thomas Kersting, Chief Executive Officer | |||
(Principal Executive Officer) | |||
Dated: | March 17, 2020 | By | /s/ Mark Hyde |
Mark Hyde | |||
Chief Financial Officer (Principal Financial Officer) | |||
Dated: | March 17, 2020 | By | /s/ Ronald Anderson |
Ronald Anderson, Manager | |||
Dated: | March 17, 2020 | By | /s/ Mark Brown |
Mark Brown, Manager | |||
Dated: | March 17, 2020 | By | /s/ Wayne Enger |
Wayne Enger, Manager | |||
Dated: | March 17, 2020 | By | /s/ Gary Goplen |
Gary Goplen, Manager | |||
Dated: | March 17, 2020 | By | /s/ Jeffrey Hanson |
Jeffrey Hanson, Manager | |||
Dated: | March 17, 2020 | By | /s/ Kent Howell |
Kent Howell, Manager | |||
Dated: | March 17, 2020 | By | /s/ Jonathan Kleinjan |
Jonathan Kleinjan | |||
Dated: | March 17, 2020 | By | /s/ Gary Kruggel |
Gary Kruggel, Manager | |||
Dated: | March 17, 2020 | By | /s/ Robert Nelsen |
Robert Nelsen, Manager | |||
Dated: | March 17, 2020 | By | /s/ Maurice Odenbrett |
Maurice Odenbrett, Manager | |||
Dated: | March 17, 2020 | By | /s/ Michael Reiner |
Michael Reiner, Manager | |||
Dated: | March 17, 2020 | By | /s/ Doyle Renaas |
Doyle Renaas, Manager | |||
23
Dated: | March 17, 2020 | By | /s/ Adam Schindler |
Adam Schindler, Manager | |||
Dated: | March 17, 2020 | By | /s/ Ned Skinner |
Ned Skinner, Manager | |||
Dated: | March 17, 2020 | By | /s/ Craig Weber |
Craig Weber, Manager | |||
24
South Dakota Soybean Processors, LLC
Financial Statements
December 31, 2019, 2018, and 2017
F-1
SOUTH DAKOTA SOYBEAN PROCESSORS, LLC
Index to Financial Statements
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
The Board of Managers and Members
South Dakota Soybean Processors, LLC
Volga, South Dakota
Opinion on the Financial Statements
We have audited the accompanying balance sheets of South Dakota Soybean Processors, LLC (the Company) as of December 31, 2019 and 2018, and the related statements of operations, changes in members’ equity, and cash flows for the years ended December 31, 2019, 2018, and 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of South Dakota Soybean Processors, LLC as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years ended December 31, 2019, 2018 and 2017, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of South Dakota Soybean Processors, LLC’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to South Dakota Soybean Processors, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. South Dakota Soybean Processors, LLC is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of South Dakota Soybean Processors, LLC’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Eide Bailly LLP
We have served as South Dakota Soybean Processors, LLC’s auditor since 2008.
Denver, Colorado
March 17, 2020
F-3
South Dakota Soybean Processors, LLC
Balance Sheets
December 31, 2019 and 2018
___________________________________________________________________________________________________________________
2019 | 2018 | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 624,681 | $ | 7,197,082 | |||
Trade accounts receivable | 24,420,557 | 20,550,438 | |||||
Inventories | 44,470,052 | 36,716,014 | |||||
Margin deposits | 6,772,160 | 2,350,852 | |||||
Prepaid expenses | 1,884,742 | 1,492,163 | |||||
Total current assets | 78,172,192 | 68,306,549 | |||||
Property and equipment | 118,363,393 | 110,314,779 | |||||
Less accumulated depreciation | (53,846,189 | ) | (51,246,765 | ) | |||
Total property and equipment, net | 64,517,204 | 59,068,014 | |||||
Other assets | |||||||
Investments in related parties | 7,873,727 | 8,009,315 | |||||
Investments in cooperatives | 1,562,098 | 1,552,022 | |||||
Right-of-use lease asset, net | 5,979,771 | 7,918,283 | |||||
Total other assets | 15,415,596 | 17,479,620 | |||||
Total assets | $ | 158,104,992 | $ | 144,854,183 | |||
Liabilities and Members' Equity | |||||||
Current liabilities | |||||||
Excess of outstanding checks over bank balance | $ | 8,164,752 | $ | 3,893,179 | |||
Current maturities of long-term debt | 4,603,342 | 61,964 | |||||
Note payable - seasonal loan | 1,743,029 | — | |||||
Current operating lease liabilities | 2,663,967 | 2,714,928 | |||||
Accounts payable | 4,904,963 | 2,325,404 | |||||
Accrued commodity purchases | 31,346,533 | 35,384,390 | |||||
Accrued expenses | 2,900,118 | 3,697,631 | |||||
Accrued interest | 74,770 | 10,673 | |||||
Deferred liabilities - current | 448,458 | 792,384 | |||||
Total current liabilities | 56,849,932 | 48,880,553 | |||||
Long-term liabilities | |||||||
Long-term debt, net of current maturities and unamortized debt issuance costs | 11,991,923 | 593,027 | |||||
Long-term operating lease liabilities | 3,315,804 | 5,203,355 | |||||
Total long-term liabilities | 15,307,727 | 5,796,382 | |||||
Commitments and contingencies (Notes 8, 9, 10, 16 & 18) | |||||||
Members' equity Class A Units, no par value, 30,419,000 units issued and outstanding | 85,947,333 | 90,177,248 | |||||
Total liabilities and members' equity | $ | 158,104,992 | $ | 144,854,183 | |||
The accompanying notes are an integral part of these financial statements.
F-4
South Dakota Soybean Processors, LLC
Statements of Operations
For the Years Ended December 31, 2019, 2018, and 2017
___________________________________________________________________________________________________________________
2019 | 2018 | 2017 | |||||||||
Net revenues | $ | 371,275,766 | $ | 391,764,683 | $ | 375,759,337 | |||||
Cost of revenues: | |||||||||||
Cost of product sold | 289,379,275 | 298,733,169 | 305,932,988 | ||||||||
Production | 30,889,789 | 27,040,845 | 24,448,686 | ||||||||
Freight and rail | 35,572,737 | 36,157,789 | 33,101,043 | ||||||||
Brokerage fees | 634,129 | 669,768 | 667,413 | ||||||||
Total cost of revenues | 356,475,930 | 362,601,571 | 364,150,130 | ||||||||
Gross profit | 14,799,836 | 29,163,112 | 11,609,207 | ||||||||
Operating expenses: | |||||||||||
Administration | 3,624,306 | 3,834,845 | 3,211,255 | ||||||||
Operating income | 11,175,530 | 25,328,267 | 8,397,952 | ||||||||
Other income (expense): | |||||||||||
Interest expense | (919,157 | ) | (897,942 | ) | (457,909 | ) | |||||
Other non-operating income (expense) | 554,356 | 1,302,722 | (1,664,235 | ) | |||||||
Patronage dividend income | 169,456 | 146,258 | 493,201 | ||||||||
Total other income (expense) | (195,345 | ) | 551,038 | (1,628,943 | ) | ||||||
Income before income taxes | 10,980,185 | 25,879,305 | 6,769,009 | ||||||||
Income tax (expense), net | (600 | ) | (1,960 | ) | (1,941 | ) | |||||
Net income | $ | 10,979,585 | $ | 25,877,345 | $ | 6,767,068 | |||||
Basic and diluted earnings (loss) per capital unit: | $ | 0.36 | $ | 0.85 | $ | 0.22 | |||||
Weighted average number of capital units outstanding for calculation of basic and diluted earnings (loss) per capital unit | 30,419,000 | 30,419,000 | 30,419,000 | ||||||||
The accompanying notes are an integral part of these financial statements.
F-5
South Dakota Soybean Processors, LLC
Statements of Changes in Members’ Equity
For the Years Ended December 31, 2019, 2018, and 2017
___________________________________________________________________________________________________________________
Class A Units | ||||||
Units | Amount | |||||
Balances, January 1, 2017 | 30,419,000 | $ | 72,052,927 | |||
Net income | — | 6,767,068 | ||||
Distribution to members | — | (9,444,789 | ) | |||
Balances, December 31, 2017 | 30,419,000 | 69,375,206 | ||||
Net income | — | 25,877,345 | ||||
Distribution to members | — | (5,075,303 | ) | |||
Balances, December 31, 2018 | 30,419,000 | 90,177,248 | ||||
Net income | — | 10,979,585 | ||||
Distributions to members | — | (15,209,500 | ) | |||
Balances, December 31, 2019 | 30,419,000 | $ | 85,947,333 | |||
The accompanying notes are an integral part of these financial statements.
F-6
South Dakota Soybean Processors, LLC
Statements of Cash Flows
For the Years Ended December 31, 2019, 2018, and 2017
___________________________________________________________________________________________________________________
2019 | 2018 | 2017 | |||||||||
Operating activities | |||||||||||
Net income | $ | 10,979,585 | $ | 25,877,345 | $ | 6,767,068 | |||||
Charges and credits to net income not affecting cash: | |||||||||||
Depreciation and amortization | 4,489,614 | 4,167,715 | 3,624,962 | ||||||||
Loss on sale of investments in cooperatives | — | — | 1,451,728 | ||||||||
(Gain) loss on sales of property and equipment | 64,244 | (246,206 | ) | 8,527 | |||||||
Loss on equity method investment | 135,588 | 61,198 | 411,050 | ||||||||
Non-cash patronage dividends and interest income | (42,364 | ) | (24,131 | ) | (168,379 | ) | |||||
Change in current operating assets and liabilities | (18,973,684 | ) | 641,516 | (4,697,776 | ) | ||||||
Net cash (used for) from operating activities | (3,347,017 | ) | 30,477,437 | 7,397,180 | |||||||
Investing activities | |||||||||||
Proceeds from investments in cooperatives | — | — | 3,258,430 | ||||||||
Purchase of investments | — | (6,320,000 | ) | — | |||||||
Retirement of patronage dividends | 32,288 | — | — | ||||||||
Proceeds from sales of property and equipment | 65,825 | 580,570 | 84,188 | ||||||||
Purchase of property and equipment | (10,066,719 | ) | (8,026,131 | ) | (14,494,447 | ) | |||||
Net cash (used for) investing activities | (9,968,606 | ) | (13,765,561 | ) | (11,151,829 | ) | |||||
Financing activities | |||||||||||
Change in excess of outstanding checks over bank balances | 4,271,573 | (601,784 | ) | (2,148,263 | ) | ||||||
Net (payments) proceeds from seasonal borrowings | 1,743,029 | — | — | ||||||||
Distributions to members | (15,209,500 | ) | (5,075,303 | ) | (9,444,789 | ) | |||||
Payments for debt issue costs | — | (10,500 | ) | (14,000 | ) | ||||||
Proceeds from long-term debt | 71,476,467 | 66,979,124 | 132,599,815 | ||||||||
Principal payments on long-term debt | (55,538,347 | ) | (71,489,854 | ) | (128,209,239 | ) | |||||
Net cash from (used for) financing activities | 6,743,222 | (10,198,317 | ) | (7,216,476 | ) | ||||||
Net change in cash and cash equivalents | (6,572,401 | ) | 6,513,559 | (10,971,125 | ) | ||||||
Cash and cash equivalents, beginning of year | 7,197,082 | 683,523 | 11,654,648 | ||||||||
Cash and cash equivalents, end of year | $ | 624,681 | $ | 7,197,082 | $ | 683,523 | |||||
Supplemental disclosures of cash flow information | |||||||||||
Cash paid (received) during the year for: | |||||||||||
Interest | $ | 855,060 | $ | 1,139,549 | $ | 727,235 | |||||
Income taxes | $ | — | $ | (21,617 | ) | $ | 46,461 | ||||
The accompanying notes are an integral part of these financial statements.
F-7
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Note 1 - Principal Activity and Significant Accounting Policies
Organization
South Dakota Soybean Processors, LLC (the “Company” or “LLC”) processes and sells soybean products, such as soybean meal, oil, and hulls. The Company’s principal operations are located where we have plants in Volga and Miller, South Dakota.
Cash and cash equivalents
The Company considers all highly liquid investment instruments with original maturities of three months or less at the time of acquisition to be cash equivalents.
Inventories
Finished goods (soybean meal, oil, refined oil, and hulls) and raw materials (soybeans) are valued at net realizable value. This accounting policy is in accordance with the guidelines described in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 905, Agriculture (formerly AICPA Statement of Position No. 85-3, Accounting by Agricultural Producers and Agricultural Cooperatives). Supplies and other inventories are stated at net realizable value.
Investments
The Company accounts for its equity investments in Prairie AquaTech, LLC, Prairie AquaTech Manufacturing, LLC, and Prairie AquaTech Investments, LLC using Accounting Standards Update (ASU) No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. All equity securities that do not result in consolidation and are not accounted for under the equity method are measured at fair value with changes therein reflected in net income. We have elected to utilize the measurement alternative for equity investments that do not have readily determinable fair values and measure these investments at cost less any impairment plus or minus observable price changes in orderly transactions.
Prior to October 1, 2019, the Company accounted for its investment in Prairie AquaTech, LLC using the equity method due to the Company's ability to influence management decisions of Prairie AquaTech, LLC, due to its Board position on the Entity's Board of Managers. While the Company still holds its position on that entity's Board of Managers, the Company's ability to influence management decisions has been reduced due to additional quantity of board seats outstanding. Therefore, the Company ceased its accounting for its investment in Prairie AquaTech, LLC under the equity method, and began accounting for the investment using ASU No. 2016-01.
Investments in cooperatives are recorded in a manner similar to equity investments without readily determinable fair values, cost plus the amount of patronage earnings allocated to the Company, less any cash distributions received.
Property and equipment
Property and equipment is stated at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. When depreciable properties are sold or retired, the cost and accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income.
Depreciation is provided for over the estimated useful lives of the individual assets using the straight-line method. The range of the estimated useful lives used in the computation of depreciation is as follows:
Building and improvements | 10-39 years |
Equipment and furnishings | 3-15 years |
Railcars | 50 years |
F-8
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
The Company reviews its long-lived assets for impairment whenever events indicate that the carrying amount of the asset may not be recoverable. If impairment indicators are present and the future cash flows is less than the carrying amount of the assets, values are reduced to the estimated fair value of those assets. The Company did not recognize any impairment on property and equipment during the years ended December 31, 2019, 2018, and 2017.
Deferred revenue
The Company recognizes revenues as earned. Amounts received in advance of the period in which service is rendered are recorded as a liability under “Deferred liabilities”.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue
The Company accounts for all of its revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers.
The Company principally generates revenue from merchandising and transporting manufactured agricultural products used as ingredients in food, feed, energy and industrial products. Revenue is measured based on the consideration specified in the contract with a customer, and excludes any amounts collected on behalf of third parties (e.g. - taxes). The Company follows a policy of recognizing revenue at a single point in time when it satisfies its performance obligation by transferring control over a product to a customer. Control transfer typically occurs when goods are shipped from our facilities or at other predetermined control transfer points (for instance, destination terms). Shipping and handling costs related to contracts with customers for sale of goods are accounted for as a fulfillment activity and are included in cost of revenues. Accordingly, amounts billed to customers for such costs are included as a component of revenues.
Payments received in advance to the transfer of goods, or "contract liabilities", are included in "Deferred liabilities - current" on the Company's balance sheets. These customer prepayments totaled $313,347 and $15,042 as of December 31, 2019 and 2018, respectively. All of the $15,042 balance as of December 31, 2018 was recognized as revenue during the year ended December 31, 2019.
The following table presents a disaggregation of revenue from contracts with customers for the years ended December initiated 31, 2019, 2018, and 2017, by product type:
2019 | 2018 | 2017 | |||||||||
Soybean meal and hulls | $ | 244,012,663 | $ | 257,440,362 | $ | 228,685,518 | |||||
Soybean oil and oil byproducts | 127,263,103 | 134,324,321 | 147,073,819 | ||||||||
Totals | $ | 371,275,766 | $ | 391,764,683 | $ | 375,759,337 | |||||
Freight
The Company presents all amounts billed to the customer for freight as a component of net revenue. Costs incurred for freight are reported as a component of cost of revenue.
Advertising costs
Advertising and promotion costs are expensed as incurred. The Company incurred $76,000, $55,000, and $57,000, of advertising costs in the years ended December 31, 2019, 2018, and 2017, respectively.
F-9
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Environmental remediation
It is management’s opinion that the amount of any potential environmental remediation costs will not be material to the Company’s financial condition, results of operations, or cash flows; therefore, no accrual has been recorded.
Accounting for derivative instruments and hedging activities
All of the Company’s derivatives are designated as non-hedge derivatives. The futures and options contracts, as well as the interest rate swaps, caps and floors, used by the Company are discussed below. Although the contracts may be effective economic hedges of specified risks, they are not designated as, nor accounted for, as hedging instruments.
The Company, as part of its trading activity, uses futures and option contracts offered through regulated commodity exchanges to reduce risk. The Company is exposed to risk of loss in the market value of inventories. To reduce that risk, the Company generally takes opposite and offsetting positions using futures contracts or options. Unrealized gains and losses on futures and options contracts used to hedge soybean, oil and meal inventories, as well as foreign exchange rates, are recognized as a component of net proceeds for financial reporting. Inventories are recorded at estimated market value. Consequently, unrealized gains and losses on derivative contracts are offset by unrealized gains and losses on inventories and reflected in current earnings.
The Company uses interest rate swaps, caps and floors offered through regulated commodity exchanges. The Company is exposed to risk of loss resulting from potential increases in interest rates on their variable rate debt. To reduce that risk, the Company has purchased interest rate swaps, caps and floors. Unrealized gains and losses on interest rate swaps, caps and floors are reflected in current earnings immediately.
Earnings per capital unit
Earnings per capital unit are calculated based on the weighted average number of capital units outstanding. The Company has no other capital units or other member equity instruments that are dilutive for purposes of calculating earnings per capital unit.
Income taxes
As a limited liability company, the Company’s taxable income or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for income taxes has been included in the financial statements.
The Company has evaluated the provisions of FASB ASC 740-10 for uncertain tax positions. As of December 31, 2019 and 2018, the unrecognized tax benefit accrual was zero.
The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred.
As of December 31, 2019, the book value of the Company’s net assets exceeds the tax basis of those assets by approximately $19.8 million.
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are no longer subject to income tax examinations by U.S. federal and state tax authorities for years prior to 2016. We currently have no tax years under examination.
Reclassifications
Certain reclassifications have been made to the prior years' financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or members' equity.
Recent accounting pronouncements
Effective January 1, 2019, the Company adopted ASU No. 2016-02 (Leases). The standard requires companies to recognize operating lease assets and liabilities on the balance sheet and disclose key information regarding its leasing arrangements. The Company has elected the package of practical expedients permitted in ASC Topic 842. Accordingly,
F-10
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
the Company accounted for all its leases as operating leases under the new guidance, without reassessing (a) whether the contracts contain leases under Topic 842, (b) whether classification of the operating leases would be different in accordance with ASC Topic 842, or (c) whether the unamortized initial direct costs before transition adjustments, if any, would have met the definition of initial direct costs in ASC Topic 842 at lease commencement. As a result of the adoption of the new lease accounting guidance, the Company recognized on January 1, 2018 (the beginning of the earliest period presented on the balance sheet): (a) a lease liability of $10.3 million, which represents the present value of the remaining lease payments of $11.0 million, discounted using the Company's incremental borrowing rate at the time of adoption of the respective leases, and (b) a right-of-use asset of $10.3 million, which represents the total lease liability adjusted for any unamortized initial direct costs. The Company also elected not to recognize and measure any short-term lease, which is a lease that, at the commencement date, has a term of 12 months or less and does not contain an option to purchase the underlying asset that the lessee is reasonably certain to exercise.
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 December 31, 2019 and 2018:
2019 | 2018 | ||||||
Past due: | |||||||
Less than 30 days past due | $ | 4,306,064 | $ | 5,362,970 | |||
30-59 days past due | 341,956 | 387,670 | |||||
60-89 days past due | 10,302 | 101,687 | |||||
Greater than 90 days past due | 14,162 | 84 | |||||
Total past due | 4,672,484 | 5,852,411 | |||||
Current | 19,748,073 | 14,698,027 | |||||
Totals | $ | 24,420,557 | $ | 20,550,438 | |||
The following table provides information regarding the Company’s allowance for doubtful accounts receivable as of December 31, 2019, 2018, and 2017:
2019 | 2018 | 2017 | |||||||||
Balances, beginning of year | $ | — | $ | — | $ | — | |||||
Amounts charged (credited) to costs and expenses | — | 42,909 | — | ||||||||
Additions (deductions) | — | (42,909 | ) | — | |||||||
Balances, end of year | $ | — | $ | — | $ | — | |||||
In general cash received is applied to the oldest outstanding invoice first, unless payment is for a specified invoice. The Company, on a case by case basis, may charge a late fee of 1.5% per month on past due receivables.
Note 3 - Inventories
The Company’s inventories consist of the following as of December 31:
2019 | 2018 | ||||||
Finished goods | $ | 26,559,194 | $ | 21,283,354 | |||
Raw materials | 17,641,335 | 15,206,526 | |||||
Supplies & miscellaneous | 269,523 | 226,134 | |||||
Totals | $ | 44,470,052 | $ | 36,716,014 | |||
F-11
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Finished goods and raw materials are valued at estimated market value, which approximates net realizable value. In addition, futures and option contracts are marked to market through cost of revenues, with unrealized gains and losses recorded in the above inventory amounts. Supplies and other inventories are stated at net realizable value.
Note 4 - Margin Deposits
The Company has margin deposits with a commodity brokerage firm used to acquire futures and option contracts to manage the price volatility risk of soybeans, crude soybean oil and soybean meal. Consistent with its inventory accounting policy, these contracts are recorded at market value. At December 31, 2019, the Company’s futures contracts all mature within 12 months.
Note 5 - Investments in Related Parties
In 2016, the Company purchased convertible promissory notes from Prairie AquaTech, LLC with face amounts totaling $2.0 million. In 2017, the Company converted these notes, along with $161,563 of accrued interest, into 142,489 Series A Units in Prairie AquaTech, LLC. The units are approximately 8.9% of Prairie AquaTech, LLC's issued and outstanding equity securities.
Prior to October 2019, the Company accounted for the investment in Prairie AquaTech, LLC using the equity method due to the Company's ability to exercise significant influence based on its board position. The Company recognized losses of $135,588, $61,198, and $411,050 in 2019, 2018, and 2017, respectively, which is included in other non-operating income (expense). In October 2019, the Company ceased the accounting for its investment in Prairie AquaTech, LLC under the equity method, and began accounting for the investment at fair value as a result of its decreased ability to exercise significant influence due to an increased quantity of board positions.
On February 20, 2018, the Company invested $5.0 million in Prairie AquaTech Investments, LLC, which is approximately 10.9% of Prairie AquaTech Investments, LLC's issued and outstanding equity securities. A substantial portion of this investment was subsequently invested in Prairie AquaTech Manufacturing, LLC, a company formed to construct and operate the manufacturing facility that produces and sells a high protein feed ingredient derived from agricultural products such as soybeans. In addition, the Company contributed various construction and management services in exchange for a 3.3% equity interest in Prairie AquaTech Manufacturing, LLC. The remaining portion of the $5.0 million investment in Prairie AquaTech Investments, LLC was made in Prairie AquaTech, LLC, in which the Company previously invested directly in 2016.
On April 3, 2018, the Company entered into two agreements with Prairie AquaTech Manufacturing, LLC to perform various management services and to serve as the owner's representative during the construction of its new manufacturing facility adjacent to the Company's plant in Volga, South Dakota. The Company received a total of $1.72 million in compensation for those services of which $400,000 was received in cash and $1.32 million in preferred equity units. The equity units represent approximately 4.1% of Prairie AquaTech Manufacturing, LLC's issued and outstanding equity securities.
The Company accounts for the investments in Prairie AquaTech Investments, LLC and Prairie AquaTech Manufacturing, LLC using the fair value method in ASU No. 2016-01. The Company has elected to utilize the measurement alternative for equity investments that do not have readily determinable fair values and measure these investments at their cost less any impairment plus or minus any observable price changes in orderly transactions.
Note 6 - Investments in Cooperatives
The Company’s investments in cooperatives consist of the following at December 31:
2019 | 2018 | ||||||
CoBank | $ | 1,562,098 | $ | 1,552,022 | |||
During 2017, the Company sold its shares in Minnesota Soybean Processors for $3,258,180 resulting in a loss of $1,451,978.
F-12
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Note 7 - Property and Equipment
The following is a summary of property and equipment at December 31:
2019 | 2018 | ||||||||||||||
Cost | Accumulated Depreciation | Net | Net | ||||||||||||
Land | $ | 516,326 | $ | — | $ | 516,326 | $ | 516,326 | |||||||
Land improvements | 2,158,383 | (613,295 | ) | 1,545,088 | 1,556,183 | ||||||||||
Buildings and improvements | 22,294,006 | (9,486,162 | ) | 12,807,844 | 12,588,664 | ||||||||||
Machinery and equipment | 84,180,577 | (42,700,456 | ) | 41,480,121 | 38,513,796 | ||||||||||
Railroad cars | 1,238,508 | (30,963 | ) | 1,207,545 | 1,232,315 | ||||||||||
Company vehicles | 146,754 | (110,722 | ) | 36,032 | 16,307 | ||||||||||
Furniture and fixtures | 1,363,744 | (904,591 | ) | 459,153 | 543,801 | ||||||||||
Construction in progress | 6,465,095 | — | 6,465,095 | 4,100,622 | |||||||||||
Totals | $ | 118,363,393 | $ | (53,846,189 | ) | $ | 64,517,204 | $ | 59,068,014 | ||||||
Depreciation of property and equipment amounts to $4,487,460, $4,155,061, and $3,621,564 for the years ended December 31, 2019, 2018, and 2017, respectively.
Note 8 - Notes Payable - Seasonal Loan
Prior to the amendment described in Note 19, the Company had entered into a revolving credit agreement with CoBank which expires February 1, 2020. The purpose of the credit agreement is to finance the operating needs of the Company. Under this agreement, the Company could borrow up to $20 million, and advances on the revolving credit agreement are secured. Interest accrues at a variable rate (3.99% at December 31, 2019).The Company pays a 0.20% annual commitment fee on any funds not borrowed. There were advances outstanding of $1,743,029 and $0 at December 31, 2019 and 2018, respectively. The remaining available funds to borrow under the terms of the revolving credit agreement are approximately $18.3 million as of December 31, 2019.
Note 9 - Long-Term Debt
The following is a summary of the Company's long-term debt at December 31, 2019 and 2018:
2019 | 2018 | ||||||
Revolving term loan from CoBank, interest at variable rates (4.24% and 4.96% at December 31, 2019 and 2018, respectively), secured by substantially all property and equipment. Loan matures September 20, 2023. | $ | 16,000,000 | $ | — | |||
Note payable to Brookings Regional Railroad Authority, due in annual principal and interest installments of $75,500, interest rate at 2.00%, secured by railroad track assets. Note matures June 1, 2020. | 603,342 | 665,222 | |||||
Total debt before current maturities and debt issuance costs | 16,603,342 | 665,222 | |||||
Less current maturities | (4,603,342 | ) | (61,964 | ) | |||
Less debt issuance costs, net of amortization of $5,923 and $3,769 as of December 31, 2019 and 2018, respectively | (8,077 | ) | (10,231 | ) | |||
Totals | $ | 11,991,923 | $ | 593,027 | |||
Prior to the amendments described in Note 19, the Company entered into an agreement as of March 28, 2017 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 $24,000,000 on the revolving term loan with a variable effective interest rate of 4.24%. The available commitment decreases in scheduled periodic increments of $2,000,000 every six months starting March 20, 2018 until maturity on September 20, 2023. The Company pays a 0.40% annual commitment fee on any funds not borrowed. The debt issuance costs of $14,000 paid by the Company on this amendment will be amortized over the term of the loan. The
F-13
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
principal balance outstanding on the revolving term loan was $16.0 million and $0 as of December 31, 2019 and 2018, respectively. There were no remaining commitments available to borrow on the revolving term loan as of December 31, 2019.
Under this agreement, the Company is subject to compliance with standard financial covenants and the maintenance of certain financial ratios. The Company was in compliance with all covenants and conditions with CoBank as of December 31, 2019.
Effective March 1, 2013, the State of South Dakota Department of Transportation agreed to loan the Brookings County Regional Railway Authority $964,070 for purposes of making improvements to the railway infrastructure near the Company's soybean processing facility near Volga, South Dakota. In consideration of this secured loan, the Company agreed to provide a guarantee to the State of South Dakota Department of Transportation for the full amount of the loan, plus interest. This guarantee was converted into a direct obligation of the Company's on October 16, 2013, when the Company received the entire loan proceeds and assumed responsibility for paying the annual principal and interest payments.
The following are minimum principal payments on long-term debt obligations for the years ended December 31:
2020 | $ | 4,603,342 | |
2021 | 4,000,000 | ||
2022 | 4,000,000 | ||
2023 | 4,000,000 | ||
Total | $ | 16,603,342 | |
Note 10 - Operating Leases
The Company has several operating leases for railcars. These leases have terms ranging from 3-18 years and do not have renewal terms provided. The leases require the Company to maintain the condition of the railcars, restrict the use of the railcars to specified products, such as soybean meal, hulls or oil, limit usage to the continental United States, Canada or Mexico, require approval to sublease to other entities, and require the Company's submission of its financial statements. Lease expense for all railcars was $3,086,823, $3,132,935, and $3,310,326 for the years ended December 31, 2019, 2018, and 2017, respectively.
The following is a schedule of the Company's operating leases for railcars as of December 31, 2019:
Lessor | Quantity of Railcars | Commencement Date | Maturity Date | Monthly Payment | |||||||
American Railcar Leasing | 30 | 7/1/2015 | 6/30/2021 | $ | 30,780 | ||||||
Andersons Railcar Leasing Co. | 10 | 7/1/2018 | 6/30/2023 | 5,000 | |||||||
Andersons Railcar Leasing Co. | 20 | 7/1/2019 | 6/30/2026 | 11,300 | |||||||
GATX Corporation | 15 | 7/1/2017 | 6/30/2020 | 4,500 | |||||||
Midwest Railcar Corporation | 64 | 1/1/2015 | 12/31/2021 | 27,200 | |||||||
Trinity Capital | 88 | 8/1/2002 | 7/31/2020 | 33,704 | |||||||
Trinity Capital | 29 | 12/1/2015 | 11/30/2020 | 28,536 | |||||||
Trinity Capital | 20 | 10/1/2015 | 9/30/2020 | 13,600 | |||||||
Wells Fargo Rail | 112 | 8/1/2017 | 7/31/2022 | 52,557 | |||||||
Wells Fargo Rail | 107 | 1/1/2018 | 12/31/2022 | 35,845 | |||||||
Wells Fargo Rail | 7 | 1/1/2004 | 12/31/2021 | 2,926 | |||||||
Wells Fargo Rail | 15 | 1/1/2004 | 12/31/2021 | 5,850 | |||||||
Wells Fargo Rail | 8 | 1/1/2015 | 12/31/2021 | 3,600 | |||||||
Totals | 525 | $ | 255,398 | ||||||||
F-14
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
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 $3,912. Rental expense under these other operating leases was $56,322, $58,954, and $46,771, for the years ended December 31, 2019, 2018, and 2017, respectively.
Operating leases are included in right-to-use lease assets, current operating lease liabilities, and long-term lease liabilities on the Company's balance sheets. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company's secured incremental borrowing rates or implicit rates, when readily determinable. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the balance sheet.
Lease expense for these operating leases is recognized on a straight-line basis over the lease terms. The components of lease costs recognized within our statements of operations for the years ended December 31, 2019, 2018, and 2017 were as follows:
2019 | 2018 | 2017 | ||||||||||
Cost of revenues - Freight and rail | $ | 3,086,823 | $ | 3,132,935 | $ | 3,310,326 | ||||||
Cost of revenues - Production | 43,783 | 47,496 | 37,756 | |||||||||
Administration expenses | 12,539 | 11,458 | 9,015 | |||||||||
Total operating lease costs | $ | 3,143,145 | $ | 3,191,889 | $ | 3,357,097 | ||||||
The following summarizes the supplemental cash flow information for the years ended December 31, 2019, 2018, and 2017:
2019 | 2018 | 2017 | ||||||||||
Cash paid for amounts included in measurement of lease liabilities | $ | 3,019,990 | $ | 2,930,721 | $ | 2,047,875 | ||||||
Supplemental non-cash information: | ||||||||||||
Right-of-use assets obtained in exchange for lease liabilities | $ | 809,916 | $ | 457,856 | $ | 2,141,091 | ||||||
The following summarizes the weighted-average remaining lease term and weighted-average discount rate:
December 31, 2019 | |||
Weighted-average remaining lease term - operating leases (in years) | 2.9 | ||
Weighted-average discount rate - operating leases | 3.8 | % | |
The following is a maturity analysis of the undiscounted cash flows of the operating lease liabilities as of December 31, 2019:
Railcars | Other | Total | ||||||||||
Year ended December 31: | ||||||||||||
2020 | $ | 2,747,364 | $ | 43,636 | $ | 2,791,000 | ||||||
2021 | 1,916,017 | 40,211 | 1,956,228 | |||||||||
2022 | 1,046,197 | 40,211 | 1,086,408 | |||||||||
2023 | 165,600 | 32,757 | 198,357 | |||||||||
2024 | 135,600 | 20,505 | 156,105 | |||||||||
Thereafter | 203,400 | — | 203,400 | |||||||||
Total lease payments | 6,214,178 | 177,320 | 6,391,498 | |||||||||
Less amount of lease payments representing interest | (393,513 | ) | (18,214 | ) | (411,727 | ) | ||||||
Total present value of lease payments | $ | 5,820,665 | $ | 159,106 | $ | 5,979,771 | ||||||
F-15
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Note 11 - Employee Benefit Plans
The Company maintains a Section 401(k) plan for employees who meet the eligibility requirements set forth in the plan documents. The Company matches a percentage of an employee's contributed earnings. The amounts charged to expense under this plan were approximately $186,000, $210,000, and $163,000 for the years ended December 31, 2019, 2018, and 2017, respectively.
The Company's Board of Managers approved payment of a profit-based incentive bonus to be awarded to eligible employees following the close of each fiscal year. The Board has allocated approximately 4.6% of profits over $2 million to fund this benefit. Individual amounts are based upon criteria determined by a formula that considers current pay, level of responsibility, and impact on profits of each position. The amounts charged to expense under this incentive were approximately $442,000, $1,161,000, and $291,000 for the years ended December 31, 2019, 2018, and 2017, respectively.
Note 12 - Cash Flow Information
The following is a schedule of changes in assets and liabilities used to determine cash from operating activities:
2019 | 2018 | 2017 | |||||||||
(Increase) decrease in assets: | |||||||||||
Trade accounts receivable | $ | (3,870,119 | ) | $ | (749,792 | ) | $ | 551,935 | |||
Inventories | (7,754,038 | ) | 1,250,073 | (5,572,666 | ) | ||||||
Margin account deposit | (4,421,308 | ) | 2,026,900 | (1,976,860 | ) | ||||||
Prepaid expenses | (392,579 | ) | 86,764 | (122,285 | ) | ||||||
(16,438,044 | ) | 2,613,945 | (7,119,876 | ) | |||||||
2019 | 2018 | 2017 | |||||||||
Increase (decrease) in liabilities: | |||||||||||
Accounts payable | 2,579,559 | 392,646 | 475,956 | ||||||||
Accrued commodity purchases | (4,037,857 | ) | (2,258,421 | ) | 1,954,659 | ||||||
Accrued expenses and interest | (733,416 | ) | 1,362,624 | (236,732 | ) | ||||||
Deferred liabilities | (343,926 | ) | (1,469,278 | ) | 228,217 | ||||||
(2,535,640 | ) | (1,972,429 | ) | 2,422,100 | |||||||
Totals | $ | (18,973,684 | ) | $ | 641,516 | $ | (4,697,776 | ) | |||
Note 13 - Derivative Instruments and Hedging Activities
In the ordinary course of business, the Company enters into contractual arrangements as a means of managing exposure to changes in commodity prices and, occasionally, foreign exchange and interest rates. The Company’s derivative instruments primarily consist of commodity futures, options and forward contracts and interest rate swaps, caps and floors. Although these contracts may be effective economic hedges of specified risks, they are not designated as, nor accounted for, as hedging instruments. These contracts are recorded on the Company’s balance sheets at fair value as discussed in Note 14, Fair Value.
As of December 31, 2019 and 2018, the value of the Company’s open futures, options and forward contracts was approximately $(5,955,928) and $802,770, respectively.
F-16
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
___________________________________________________________________________________________________________________
Amounts As of December 31, 2019 | |||||||||
Balance Sheet Classification | Asset Derivatives | Liability Derivatives | |||||||
Derivatives not designated as hedging instruments: | |||||||||
Commodity contracts | Current Assets | $ | 3,320,161 | $ | 8,930,683 | ||||
Foreign exchange contracts | Current Assets | 29,696 | 27,582 | ||||||
Interest rate caps and floors | Current Liabilities | — | 347,520 | ||||||
Totals | $ | 3,349,857 | $ | 9,305,785 | |||||
Amounts As of December 31, 2018 | |||||||||
Balance Sheet Classification | Asset Derivatives | Liability Derivatives | |||||||
Derivatives not designated as hedging instruments: | |||||||||
Commodity contracts | Current Assets | $ | 3,696,540 | $ | 2,722,830 | ||||
Foreign exchange contracts | Current Assets | 129,258 | 100,730 | ||||||
Interest rate caps and floors | Current Liabilities | — | 199,468 | ||||||
Totals | $ | 3,825,798 | $ | 3,023,028 | |||||
During the years ended December 31, 2019, 2018, and 2017, net realized and unrealized gains (losses) on derivative transactions were recognized in the statements of operations as follows:
Net Gain (Loss) Recognized on Derivative Activities for the Year Ending December 31: | |||||||||||
2019 | 2018 | 2017 | |||||||||
Derivatives not designated as hedging instruments: | |||||||||||
Commodity contracts | $ | (4,057,389 | ) | $ | 8,594,290 | $ | 5,302,090 | ||||
Foreign exchange contracts | 54,966 | (29,269 | ) | 109,211 | |||||||
Interest rate swaps, caps and floors | (148,053 | ) | 105,155 | (1,323 | ) | ||||||
Totals | $ | (4,150,476 | ) | $ | 8,670,176 | $ | 5,409,978 | ||||
The Company recorded gains (losses) of $(4,150,476), $8,670,176, and $5,409,978 in cost of goods sold related to its commodity derivative instruments for the years ended December 31, 2019, 2018, and 2017, respectively.
Note 14 - Fair Value
ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, this guidance establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. The three levels of hierarchy and examples are as follows:
• | Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded 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. |
F-17
South Dakota Soybean Processors, LLC
Notes to the 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 balance sheets and the respective levels to which fair value measurements are classified within the fair value hierarchy as of December 31, 2019 and 2018:
Fair Value as of December 31, 2019 | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Financial assets: | |||||||||||||||
Inventory | $ | (5,610,521 | ) | $ | 49,717,733 | $ | — | $ | 44,107,212 | ||||||
Margin deposits | $ | 6,772,160 | $ | — | $ | — | $ | 6,772,160 | |||||||
Fair Value as of December 31, 2018 | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Financial Assets: | |||||||||||||||
Inventory | $ | 973,710 | $ | 35,338,531 | $ | — | $ | 36,312,241 | |||||||
Margin deposits | $ | 2,350,852 | $ | — | $ | — | $ | 2,350,852 | |||||||
In accordance with ASC 825, Financial Instruments, the Company enters into various commodity derivative instruments, including futures, options, swaps and other agreements. The fair value of the Company’s commodity derivatives is determined using unadjusted quoted prices for identical instruments on the CBOT. The Company estimates the fair market value of their finished goods and raw materials inventories using the market price quotations of similar forward future contracts listed on the CBOT and adjusts for the local market adjustments derived from other grain terminals in the area. This market adjustment caused a negative balance in the Level 1 inventory amount as of December 31, 2019.
The Company considers the carrying amount of significant classes of financial instruments on the balance sheets, including cash, accounts receivable, and accounts payable, to be reasonable estimates of fair value due to their length or maturity. The fair value of the Company’s long-term debt approximates the carrying value. The interest rates on the long-term debt are similar to rates the Company would be able to obtain currently in the market.
The Company has patronage investments in other cooperatives and common and preferred stock holdings in privately held entities. There is no market for their patronage credits or the entity’s common and preferred holdings, and it is impracticable to estimate the fair value of the Company’s investments. These investments are carried on the balance sheet at original cost plus the amount of patronage earnings allocated to the Company, less any cash distributions received.
Note 15 - Related Party Transactions
The Company sold soybean products to Prairie AquaTech, LLC and Prairie AquaTech Manufacturing, LLC totaling $1,582,064, $314,420, and $138,442 during the years ended December 31, 2019, 2018, and 2017, respectively. As of December 31, 2019 and 2018, Prairie AquaTech, LLC owed the Company $104,947 and $18,540, respectively.
The Company has entered into agreements with Prairie AquaTech Manufacturing, LLC to perform various management services and to serve as the owner's representative during the construction of its new manufacturing facility adjacent to the Company's plant in Volga, South Dakota. The Company received a total of $1.72 million in compensation for those services, which was recorded in deferred liabilities on the Company's balance sheet. As of December 31, 2019 and 2018, the balance remaining in deferred liabilities was $101,111 and $777,342, respectively. The Company recognized revenues from management services of $758,931 and $942,658 during the years ended December 31, 2019 and 2018, respectively.
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South Dakota Soybean Processors, LLC
Notes to the Financial Statements
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On May 15, 2018, the Company sold to Prairie AquaTech Manufacturing, LLC approximately 8 acres of land adjacent to the Company's facility in Volga, South Dakota, for $300,000. The land was used for the construction and operation of the manufacturing facility described above.
Note 16 - Business Credit Risk and Concentrations
The Company also grants credit to customers throughout the United States and Canada. The Company evaluates each customer’s credit worthiness on a case-by-case basis. Accounts receivable are generally unsecured. These receivables were $24,417,969 and $20,521,900 at December 31, 2019 and 2018, respectively.
Soybean meal sales accounted for approximately 63%, 64%, and 59% of total revenues for the years ended December 31, 2019, 2018, and 2017, respectively. Soybean oil sales represented approximately 33%, 33%, and 38% of total revenues for the years ended December 31, 2019, 2018, and 2017, respectively.
Net revenue by geographic area for the years ended December 31, 2019, 2018, and 2017 are as follows:
2019 | 2018 | 2017 | |||||||||
United States | $ | 296,767,276 | $ | 306,474,381 | $ | 300,879,962 | |||||
Canada | 74,508,490 | 85,290,302 | 74,879,375 | ||||||||
Totals | $ | 371,275,766 | $ | 391,764,683 | $ | 375,759,337 | |||||
Note 17 - Members' Equity
A minimum of 2,500 capital units is required for an ownership interest in the Company. Such units are subject to certain transfer restrictions. The Company retains the right to redeem the units at the greater of $0.20 per unit or the original purchase price less cumulative distributions through the date of redemption in the event a member attempts to dispose of the units in a manner not in conformity with the Operating Agreement, if a member becomes a holder of less than 2,500 units, or if a member becomes an owner (directly or indirectly) of more than 10% of the issued and outstanding capital units. Earnings, losses and cash distributions are allocated to members based on their percentage of ownership in the Company.
On February 5, 2019, the Company's Board of Managers approved a cash distribution of approximately $15.2 million, or 50.0 cents per capital unit. The distribution was paid in accordance with the Company's operating agreement and distribution policy on February 7, 2019.
Note 18 - Commitments and Contingencies
As of December 31, 2019, the Company had unpaid commitments of approximately $76,000 for construction and acquisition of property and equipment, all of which is expected to be incurred by December 2020.
From time to time in the ordinary course of our business, we may be named as a defendant in legal proceedings related to various issues, including without limitation, workers’ compensation claims, tort claims, or contractual disputes. We carry insurance that provides protection against general commercial liability claims, claims against our directors, officers and employees, business interruption, automobile liability, and workers’ compensation claims. We are not currently involved in any material legal proceedings and are not aware of any potential claims.
Note 19 - Subsequent Events
Except for the events listed below, we evaluated all of our activity and concluded that no subsequent events have occurred that would require recognition in our financial statements or disclosed in the notes to our financial statements.
On January 21, 2020, the Company’s Board of Managers declared a cash distribution to its members of approximately $6.7 million. The distribution was issued and paid to members on February 7, 2020 in accordance with the Company's operating agreement and distribution policy.
On January 27, 2020, the Company entered into an amendment of the seasonal loan and revolving term loan agreements with CoBank. Under the seasonal loan, the maximum amount that the Company may borrow is increased
F-19
South Dakota Soybean Processors, LLC
Notes to the Financial Statements
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from $20 million to $28 million until the loan matures on December 1, 2020. Under the revolving term loan, the amount that the Company may borrow is increased from $16 million to $26 million. The amount available for borrowing on the revolving term loan, however, will decrease by $2 million every six months beginning on March 20, 2020, with a scheduled balloon payment for the remaining balance on the loan's maturity date of September 20, 2023. All other material items and conditions under the seasonal loan and revolving term loan agreements remain unchanged following these amendments.
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