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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 

ý        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2003

 

COMMISSION FILE NO. 333-75804

 


 

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

(Exact Name of Registrant as Specified in its Charter)

 

South Dakota

 

46-0462968

(State of Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

100 Caspian Avenue, Post Office Box 500, Volga, South Dakota 57071

(Address of Principal Executive Offices)

 

(605) 627-9240

(Registrant’s Telephone Number)

 


 

SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:  NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:  NONE

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ý   No  o

 

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 herein, and will not 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.  ý

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes  o   No  ý

 

State the aggregate market value of the voting and non-voting common equity held by non affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: The aggregate market value of the common equity of the registrant and its predecessor held by non-affiliates as of June 30, 2003 was approximately $43,400,000 based on the average sales price of its predecessor’s equity shares on June 18, 2002, which was the latest date of trading prior to June 30, 2003.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:  As of the date of this filing, there were 28,258,500 Class A capital units of the registrant outstanding.

 

 



 

Part I

 

CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION

 

This information in this annual report on Form 10-K for the year ended December 31, 2003, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the business and operations of South Dakota Soybean Processors and our affiliates.  In addition, we and our representatives and agents may from time to time make other written or oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and our reports to members and security holders. Words and phrases 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 identify forward-looking statements. We wish to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made.

 

Our forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to the level of commodity prices, loss of member business, competition, changes in the taxation of limited liability companies, compliance with laws and regulations, perceptions of food quality and safety, business interruptions and casualty losses, access to equity capital, consolidation of producers and customers, alternative energy sources, and the performance of our Soybean Processing, Refining, Polyurethane and Other business segments. Other risks or uncertainties may be described from time to time in our future filings with the Securities and Exchange Commission.

 

We undertake no obligation to revise any forward-looking statements to reflect future events or circumstances.

 

Item 1.                         Business

 

Overview

 

South Dakota Soybean Processors, LLC (SDSP) owns and operates a soybean processing plant, a SoyOylÒ production facility and a soybean oil refinery in Volga, South Dakota.  We began producing crude soybean oil, soybean meal and soybean hulls in late 1996,  and since then we have expanded our business to include the development of new product lines and management services.  In 2000, we began providing management services to Minnesota Soybean Processors (MnSP) and will obtain a minority interest in MnSP in 2004.  In 2002, we began refining crude soybean oil into a product known as refined and bleached oil, and in early 2003, we became the majority owner and assumed management control of Urethane Soy Systems Company (USSC), which produces SoyOylÒ, a bio-based polyurethane product made from soybean oil.

 

Our main business consists of processing locally grown soybeans into soybean meal and soybean oil.  Soybean meal is primarily sold to resellers, feed mills, and to livestock producers as livestock feed.  Since the completion of our refining facility in 2002, we have processed most of our crude soybean oil into refined and bleached oil.  We sell our refined and bleached oil to a manufacturer of various retail and bulk food products where it is further processed for human consumption.

 

We plan 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 products.  We plan to increase our cost efficiency by increasing daily production capacity and to add value to our products by investing in further processing of our products and developing and reviewing new applications for our products in the plastics and energy fields.

 

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Our primary business objective is to maximize cash distributions to our members from the profits generated through our operations and investments. At the same time, our management recognizes the need to maintain our financial strength, and to consider and implement growth strategies that will allow us to continue meeting these objectives over time.

 

SDSP was originally organized as a South Dakota cooperative in 1993 and reorganized as a South Dakota limited liability company in July 2002.  Our members are primarily farmers in South Dakota and neighboring states.  Our offices are located at 100 Caspian Avenue, Post Office Box 500, Volga, South Dakota 57071, and our telephone number is (605) 627-9240.

 

Industry Information

 

The soybean processing industry converts soybeans into soybean meal, soybean hulls and soybean oil. Food ingredients are the primary end use for the oil, while the meal and hulls are mostly consumed by animals. Crude soybean oil is refined for use as salad and cooking oil, baking and frying fat, and to a more limited extent, for industrial uses.  Oil World 2020 projects that the U.S. soybean processing industry will grow at an annual rate of approximately 1 to 1½%.

 

Soybean production is concentrated in the central U.S., Brazil, China and Argentina. In the 2003/2004 harvest season, the U.S. produced approximately 2.4 billion bushels of soybeans or approximately 53% of estimated world production.  The industry’s trade associations and the USDA estimate that approximately 63% of U.S. produced soybeans are processed domestically, 32% are exported as whole soybeans, and 5% are retained for seed and residual use.  Historically, there has been adequate soybean production in the upper Midwest to supply the local soybean processing industry.

 

Soybean processing facilities are generally located close to adequate sources of soybeans and a strong demand for meal to decrease transportation costs. Poultry and swine dominate soybean meal consumption in the United States. On average, exports of soybean meal account for 15 to 20% of total production. A bushel of soybeans typically yields approximately 48 pounds of meal, and 11 pounds of crude oil when processed.

 

Soybean oil refineries are generally located close to processing plants. Oil is shipped throughout the U.S. and for export.  Approximately 97% of domestic oil production is used in food applications and 3% in industrial applications.

 

The U.S. soybean processing industry is comprised primarily of 15 different companies operating 65 plants in 22 states.  It is a mature, consolidated and vertically-integrated industry with four companies controlling nearly 85% of the processing. Those four companies are Archer Daniels Midland (ADM), Bunge, Cargill and Ag Processing, Inc. (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 80% of the vegetable oil refining capacity in the U.S., and ADM, Bunge, Cargill and AGP operate approximately 65% of the oil refining capacity.  The three largest independent vegetable oil refiners are ACH Foods, Smuckers (P&G), and ConAgra (Hunt-Wesson).

 

Soybean crushing and refining margins are cyclical, characteristic of a mature, competitive industry. In addition, while the price of soybeans may fluctuate substantially from year to year, the prices of meal and oil generally track with the soybeans, although not necessarily on a one for one basis, and therefore, margins can be variable.

 

The soybean industry has worked diligently to introduce soy products as bio-based substitutes for various petroleum-based products.  Such products include biodiesel, soy ink, lubricants, candles and plastics.

 

Reorganization

 

South Dakota Soybean Processors was originally organized on December 6, 1993, as a South

 

3



 

Dakota cooperative, which is entitled to single-level, pass-through tax treatment on income generated through the members’ patronage. This allowed us to pass our income on to our members in the form of distributions without first paying taxes at the company level, similar to a partnership. However, as we grew, the continuing availability of this advantageous tax treatment was becoming less and less secure. Accordingly, in 2001 the cooperative’s Board of Directors approved a plan to reorganize into a South Dakota limited liability company (LLC), which may elect to be taxed as either a partnership or a corporation.  As an LLC, we plan to retain our historic single-level income tax treatment by electing to be taxed as a partnership.

 

The plan of reorganization was duly approved by our members at a meeting held on June 20, 2002, and the reorganization became effective July 1, 2002. The transaction was an exchange of interests whereby the assets and liabilities of the cooperative were transferred for capital units of the newly formed limited liability company, Soybean Processors, LLC. The capital units were distributed to our members upon dissolution of the cooperative at a rate of one capital unit of the LLC for each share of equity stock owned in the cooperative. The distribution of capital units to our members was registered under the Securities Act of 1933. For financial statement purposes, no gain or loss was recorded as a result of the exchange transaction. Upon completion of the reorganization, the name of the limited liability company was changed to South Dakota Soybean Processors, LLC.

 

Products & Services

 

Currently, we divide our operations, products and services, and the related revenues and net income into four segments; Soybean Processing, Refining, Polyurethane and Other. The Soybean Processing segment processes whole soybeans into soybean meal and crude soybean oil. The Refining segment processes crude oil from the Soybean Processing segment to refine and bleach the oil for sale into the food grade market. The Polyurethane segment modifies crude soybean oil to produce SoyOylÒ, which is sold exclusively by USSC, and the Other segment contains business operations, such as management services, that do not fit under one of the first three segments.

 

Soybean Processing Segment

 

In this segment, we crush and process soybeans to extract the soybean oil from the protein and fiber portions of the soybean.  Our Soybean Processing products include soybean meal and crude soybean oil, accounting for approximately 85% and 15%, respectively, of revenues in this segment for 2003.

 

Soybean Meal and Hulls.  Approximately 80% of the weight of the soybeans that we process annually is sold as soybean meal or hulls. The meal and hulls are shipped out by truck and rail car.  Primary markets include the local truck market, the Pacific Northwest, and exports to Canada.  Currently our significant meal customers include Land O’ Lakes and Commodity Specialists.

 

Soybean Oil. We currently extract crude soybean oil at a level equal to approximately 20% of the weight of the soybeans that we process annually.  Crude soybean oil produced by this segment is transferred to the Refining and Polyurethane Segments.  Depending upon market conditions, excess crude soybean oil is sold to other soybean oil refiners, stored for future use, or delivered against Chicago Board of Trade (CBOT) futures contracts since our Volga plant site is a registered delivery point for the CBOT soybean oil futures contract.  We receive a storage payment through the CBOT for all oil that is delivered into this program.

 

Refining Segment

 

The Refining segment began operations in August 2002 with the start-up of our on-site refining facility adjacent to our crushing plant in Volga, South Dakota. The Refining segment processes the crude soybean oil produced by the Soybean Processing segment through a series of processes and filters to create a product known in the industry as refined and bleached oil.  This segment refined approximately 80% of the crude soybean oil produced by the Soybean Processing segment in 2003.

 

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We have an exclusive supply agreement with ACH Foods to provide its facilities with a consistent supply of refined and bleached oil on a general requirements basis. We have a fixed pricing established for the first five years, with the option to renegotiate the price thereafter. The oil is transported by rail from our plant to one of ACH Foods’ facilities, where it is further processed for the edible oil market.

 

Polyurethane Segment

 

In the Polyurethane segment, we process crude soybean oil to produce SoyOyl®, a bio-based polyurethane product made from specially processed crude soybean oil that has been developed for use as a replacement for certain petrochemical products.  SoyOyl is relatively new in the market and has been undergoing research and development in recent years.  SDSP does the initial crude oil processing at the Volga, South Dakota facility and ships it directly to USSC’s customer.

 

USSC developed SoyOyl and is now responsible for its marketing.  SoyOyl is a kind of polyol, which is a key chemical in foam formulation. It reacts with other ingredients to form different types of polyurethane foam, which can be used in a variety of products such as insulation, packaging, furniture padding, carpet backing and footwear.

 

USSC holds the patents for SoyOyl and a number of related production processes and industrial uses.  We have the exclusive rights to supply soybean oil for USSC’s sales of SoyOyl until 2014 and have agreed not to sell soybean oil to any other company in the plastics industry. We have also been assigned the rights to a patent relating to the modification of crude soybean oil for use in industrial applications such as manufacturing SoyOyl that provides cost advantages over other process techniques.

 

USSC’s sales personnel are located throughout the upper Midwest, and USSC is completing new research and development laboratories at our Volga site.  Dow Chemical is a primary customer of USSC utilizing SoyOyl in its BiobalanceÒ product, a polyurethane carpet backing.   John Deere also uses SoyOyl in its Harvest FormÒ product, a rigid polyurethane combine shield.

 

We originally purchased a 4% ownership in USSC in May 2000 for $1 million. Effective January 2003, we agreed to invest an additional $8.55 million to acquire a 58% majority ownership interest in USSC by purchasing shares from existing shareholders and newly issued shares from USSC.  We also agreed to take over the management of USSC.  We currently hold six of the nine seats on USSC’s board of directors, and our CEO is also the president of USSC.  In October 2003, we paid $1,377,000 of the purchase price to the USSC shareholders. The remainder of the purchase price to the shareholders becomes due in three equal annual installments of $891,000 payable in October of each year.

 

Other Segment

 

The Other segment includes all items not related to one of the other three reportable segments.   In 2003, revenues in this segment were generated primarily from construction management fees for overseeing the general construction of a 100,000 bushel per day soybean processing facility built by Minnesota Soybean Processors (MnSP) in Brewster, Minnesota.  In addition, at times we earn miscellaneous income for consulting fees or the completion of feasibility studies or other projects.  The revenue from such activities also falls into this segment.

 

In August 2000, we entered into an agreement with MnSP to provide construction management for its new soybean processing plant. Under the contract, we were paid 10% of the total equity raised, and we agreed to reinvest 80% of the construction management fees in equity of MnSP.  MnSP completed its equity fundraising in April 2002, raising a total of approximately $29 million. Construction began approximately six months later and was completed in November 2003.

 

5



 

We plan to make our required reinvestment in MnSP in the second quarter of 2004 by transferring a 63 million-pound oil storage tank and loading facilities that we constructed on land adjacent to the MnSP site.   In exchange for such transfer, we will receive approximately 7% of MnSP’s outstanding shares.

 

In addition, we made approximately $500,000 in interest-free loans backed by retained local earnings to our members to invest in MnSP.  These loans will be repaid through member distributions.

 

As MnSP begins production, we are providing management and marketing services to MnSP, including the day-to-day management control of MnSP’s plant under a Services and Management Agreement with MnSP pursuant to which we are paid primarily on a cost-sharing basis.  Costs for various employees, such as commercial, accounting, and engineering employees, and other administrative expenses will be allocated between SDSP and MnSP based on the volume of soybeans processed at each plant.  Rodney Christianson, our Chief Executive Officer has general management and oversight responsibilities of MnSP under this Agreement.

 

MnSP plans to start construction in 2004 on a 30 million gallon biodiesel refinery adjacent to its soybean processing facility.

 

Raw Materials and Suppliers

 

We procure soybeans from local soybean producers and country elevators. In 2003 soybean production in South Dakota was approximately 113 million bushels down from 2002’s crop of 127 million bushels, primarily due to dry weather conditions. We control the flow of soybeans into the plant with a combination of pricing and contracting options. Threats to the soybean supply include weather, changes in government programs, and competition from other processors and export markets. Our refining plant and Polyurethane segment procure their entire supply of crude soybean oil from our crushing plant.

 

Utilities
 

We use natural gas and electricity to operate the crushing and refining plants. Natural gas is used in the boilers for process heat and for drying soybeans. NorthWestern Energy provides natural gas service to the plant 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 as a back up for natural gas if delivery is interrupted or market conditions dictate. We employ forward contracting to offset some of this risk. Our electricity is supplied by the City of Volga. A long term contract on electricity offsets some of our price exposure on electrical rates.

 

Employees

 

We currently employ approximately 95 individuals. All but 18 of our employees are full-time. We have no unions or other collective bargaining agreements.

 

Sales, Marketing and Customers

 

Our primary meal markets are the local truck market (typically within 200 miles of our Volga plant), the Western U.S. (Washington, Oregon and California), and exports (to Canada).  Our primary soybean oil market is Illinois and is served by rail.  Our rail service is provided by the Dakota, Minnesota and Eastern (DM&E) rail line, with connections to the Burlington-Northern Santa Fe (BNSF) and the Union Pacific (UP).  The table presented below lists the percentage of sales by quantity of product sold within various markets for 2003.

 

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Soybean Meal

 

Crude Soybean Oil

 

Refined Oil

 

 

 

 

 

 

 

 

 

Local

 

34

%

45

%

 

Other U.S. States

 

52

%

52

%

100

%

Export (including Canada)

 

14

%

3

%

 

 

 

Competition

 

We are the only significant hexane extraction plant in South Dakota and we believe that we have approximately 9% of the soybean processing capacity in the Upper Midwest and about 1% in the United States.  We plan to maintain our competitive position in the market by producing high quality product and operating a highly efficient operation at the lowest possible cost, and adding value to our products.  We plan to increase our cost efficiency by increasing daily production capacity, adding value to our products by investing in further processing of our products and developing and reviewing new applications for our products in the plastics and energy fields.

 

Government Regulation and Environmental Matters

 

Hexane recovery is closely monitored by the Environmental Protection Agency. New regulations effective in April 2004 require that the amount of hexane lost in the extraction process not exceed 0.2 gallons per ton of soybean oil produced on a rolling 12-month average.  Our production process currently meets this requirement.

 

As part of a Compliance Plan with the South Dakota and Federal Departments of Environment and Natural Resources, we installed a new zero process discharge system to replace our conventional wastewater system and are currently in compliance with our surface water discharge permits. We are obligated to provide ongoing compliance reports to the Department of Environment and Natural Resources.

 

We maintain a spill prevention plan that contains the necessary procedures to minimize spill events and provide emergency notification, if necessary. It also contains the required information pertaining to spill containment procedures in the event a spill does occur, and the proper spill clean-up procedures. The plan places us in compliance with the provision of 40 CFR, Part 112, of the Federal Regulations on oil pollution prevention, and the provisions of SARA, Superfund Amendments and Reauthorization Act, 1986. It also addresses all known potentially polluting materials at our plant. At this time, we do not generate any known hazardous wastes at our plant.

 

We also maintain an EPA Facility Response Plan. This plan is also prepared according to the guidelines of 40 CFR, Part 112, and pursuant to the Oil Pollution Act of 1990. This plan is designed to emphasize oil spill prevention and oil spill response preparedness.

 

Item 2.                         Properties

 

We conduct our operations in all of our segments principally from our facilities in Volga, South Dakota.  We own our facilities at Volga, and they serve as collateral for our credit facilities.  We also store crude soybean oil from our Soybean Processing segment at our facility in Brewster, Minnesota.  In addition, USSC leases office space for a portion of it sales staff in Princeton, Illinois.

 

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,

 

7



 

automobile liability, and workers’ compensation claims. Except as described below, we are not currently involved in any material legal proceedings and are not aware of any potential claims.

 

On January 28, 2003, we were served with notice that we had been named as a defendant in a breach of contract suit in the circuit court of Cook County, Illinois, along with a number of other individual defendants, including our Chief Executive Officer, Rodney Christianson. The plaintiff, James Jackson, was an employee of USSC whose services were terminated shortly after we became the majority owner in early January 2003. Mr. Jackson claims that he was wrongfully terminated and that the defendants unjustly interfered with his employment contract and committed fraud in connection with our acquisition of a controlling interest in USSC. He is claiming nearly $1 million in compensatory damages and $5 million in punitive damages. Based upon our investigation of the facts surrounding the case, we believe that Mr. Jackson’s employment contract was not properly authorized and that his claims are substantially without merit. We are vigorously defending the action; however, we cannot provide any assurance that we will be successful in disposing of the case or that any costs of settlement or damages would not be material if we are unable to get the case dismissed.  We anticipate entering into mediation negotiations with Mr. Jackson in the second quarter of 2004. Under the terms of our stock purchase agreement with USSC, we believe that we would be entitled to indemnification from USSC for our costs to settle or defend the suit, although since we now own 58% of USSC we will not receive dollar-for-dollar indemnification from USSC.

 

Item 4.                         Submission of Matters to a Vote of Security Holders

 

There were no matters submitted to a vote of security holders in the quarter ending December 31, 2003.

 

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Part II

 

Item 5.                         Market for Registrant’s Common Equity and Related Stockholder Matters

 

Neither SDSP, nor our predecessor cooperative, sold any equity securities during the past three years ended December 31, 2003.

 

As of March 30, 2004, we had 28,258,500 Class A capital units outstanding, held by 2,098 members.  There is currently no active trading market for our capital units.

 

The following table is the trading history of our capital units and equity shares of our predecessor cooperative (prior to the capital unit split) by quarter for the past two years.

 

Quarter

 

Low Bid

 

High Bid

 

Average Bid

 

# of Units Traded

 

 

 

 

 

 

 

 

 

Jan – Mar 2002

 

2.84

 

3.05

 

2.95

 

62,500

Apr – Jun 2002

 

3.01

 

3.24

 

3.07

 

47,500

Jul – Sep 2002

 

 

 

 

 

No Trading Activity

 

 

Oct – Dec 2002

 

 

 

 

 

No Trading Activity

 

 

Jan – Mar 2003

 

 

 

 

 

No Trading Activity

 

 

Apr – Jun 2003

 

 

 

 

 

No Trading Activity

 

 

Jul – Sep 2003

 

 

 

 

 

No Trading Activity

 

 

Oct – Dec 2003

 

 

 

 

 

No Trading Activity

 

 

 

In 2002, we paid total cash distributions to our members in the amount of $5.5 million (19.53¢ per capital unit on a post-adjusted capital unit split basis).  In 2003, we paid total cash distributions to our members in the amount of $2.5 million (9.0¢ per capital unit).

 

As an LLC, we must strictly restrict transfers of our capital units in order to preserve our preferential single-level tax status.  Our capital units may not be traded on any national securities exchange or in any over-the-counter market.  All transfers must be in accordance with our Capital Unit Transfer System, as it may be amended by the Board of Managers from time to time. Our Capital Unit Transfer System prohibits any transfer that would result in the loss of our partnership tax status.

 

Pursuant to our Operating Agreement, a minimum of 2,500 capital units is required for membership. In addition to the transfer restrictions described above, the Board also retains the right to redeem the capital units at $.20 per unit 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, becomes an owner (directly or indirectly) of more than 1.5% of the issued and outstanding capital units or becomes bankrupt. Earnings, losses and cash distributions are allocated to members based on their percentage of capital unit ownership. Our Operating Agreement also provides that cash equal to at least 30% of net income will be distributed annually to members subject to certain limitations, including minimum net income of $500,000, restrictions imposed by debt and credit instruments, or as restricted by law in the event of insolvency.

 

Our Operating Agreement prohibits transfers other than through the procedures specified in our Capital Units Transfer System.  Under this system, all transactions must be approved by the Board.  The Board will generally approve transfers that fall within “safe harbors” contained in the publicly traded partnership rules under the federal tax code. Permitted transfers include transfers by gift or sale to qualified family members and transfers upon death.

 

Although we are not currently permitting trading in our capital units, other than for the limited permitted private transfers discussed above that are subject to the approval of our Board of Managers, we

 

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are in the process of establishing a limited capital units transfer service.  The capital units transfer service is expected to be operated by Variable Investment Advisors, Inc., a registered broker/dealer, and will also be registered with the Securities and Exchange Commission as an alternative trading system.  As currently proposed, our Board of Managers will not permit the number of capital units traded through the service each year to exceed two percent of our total issued and outstanding capital units in order for the capital units transfer service to fall within “safe harbors” contained in the publicly traded partnership rules under the federal tax code.  We have requested a private letter ruling from the IRS, regarding the contemplated structure of our capital units transfer service in order to confirm that it will comply with the IRS’s safe-harbor provisions for the publicly-traded partnership rules.  We do not expect to receive a response from the IRS to our private letter ruling until at least the second quarter of 2004, and we cannot assure that we will receive a favorable ruling.  If we do not receive a favorable ruling, we will be required to restructure our proposed capital units transfer service and may not be able to provide it at all.

 

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Item 6.                         Selected Financial Data

 

The following table sets forth selected financial data of South Dakota Soybean Processors, LLC and our predecessor cooperative for the periods indicated. The historical financial information in the table below includes audited financial data of our predecessor cooperative prior to the effectiveness of the reorganization on July 1, 2002. The audited financial statements included in Item 8 of this report have been audited by our independent auditors, Eide Bailly LLP.

 

 

 

Years Ended December 31,

 

 

 

2003

 

2002

 

2001

 

2000

 

1999

 

 

 

 

 

 

 

 

 

 

 

 

 

Bushels Processed

 

28,384,272

 

27,963,507

 

26,924,542

 

26,832,064

 

24,553,153

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

207,256,575

 

$

159,488,645

 

$

148,258,146

 

$

145,273,300

 

$

128,146,355

 

Patronage Income

 

97,975

 

36,801

 

1,460,386

 

1,779,755

 

660,623

 

CBOT Storage Income

 

1,416,333

 

1,867,769

 

1,629,420