SOUTH DAKOTA SOYBEAN PROCESSORS LLC - FORM 10-K

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EX-21.1 - SOUTH DAKOTA SOYBEAN PROCESSORS LLC	v178746_ex21-1.htm
EX-32.1 - SOUTH DAKOTA SOYBEAN PROCESSORS LLC	v178746_ex32-1.htm
EX-31.1 - SOUTH DAKOTA SOYBEAN PROCESSORS LLC	v178746_ex31-1.htm

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, 2009

¨ 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 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:

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.

o 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.

o 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 o 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

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.

o Large Accelerated Filer	o Accelerated Filer	o Non-Accelerated Filer	x Smaller Reporting 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). o Yes x No

The aggregate market value of the registrant’s common stock held by non-affiliates at June 30, 2009 was approximately $26,444,700. The aggregate market value was computed by reference to the last sales price during the registrant’s most recently completed second fiscal quarter.

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 Information Statement for 2010 Annual Meeting of Members.

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;

Changes in business strategy, capital improvements or development plans;

Changes in the availability of credit and interest rates;

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;

Fluctuations in U.S. oil consumption and petroleum prices;

The availability of additional capital to support capital improvements, development and projects;

Changes in perception of food quality and safety; 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, a soybean oil refinery, and a bio-based polyurethane production facility in Volga, South Dakota. We are owned by approximately 2,200 members who principally reside in South Dakota and neighboring states.

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 – crude, refined, and a soy-based polyol. Crude and refined soybean oil are marketed and sold to the food, biodiesel and chemical industries. Our soy-based polyol, Soyol®, and its resin systems, are sold to the polyurethane industry. 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.

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 our efficiencies by analyzing new methods of vertical integration, adding value to our products by investing in further processing of our products, and reviewing new applications for our products in the plastics and energy fields. While it is our objective 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 for our future.

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. However, as we grew, the continuing availability of this advantageous tax treatment became less secure. Accordingly, in 2001 the cooperative’s board of directors approved a plan to reorganize into a South Dakota limited liability company, which became effective on 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 limited liability company 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, as amended. 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.

We began producing crude soybean oil, soybean meal and soybean hulls in late 1996. Since then we have made significant capital improvements and expanded our business to include the development of vertically integrated product lines and services. In 2002, we completed the construction of a refining facility and began refining crude soybean oil. In 2003, we became the majority owner and assumed management control of Urethane Soy Systems Company (USSC), a company to which we sell refined oil and Soyol®, which, in turn, sells such products and Soyol®-based polyurethane products to its customers. We currently own 100% of USSC.

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 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. Trans-fat is created by the hydrogenation process of products such as soybean oil and plant oils.. Since 2006, the U.S. Food and Drug Administration has required 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 they include in their products or switched to other oils containing lower amounts of trans-fat.

Soybean production is concentrated in the central U.S., Brazil, Argentina and China. In the 2009 harvest season, the U.S. produced approximately 3.36 billion bushels of soybeans or approximately 36% of estimated world production. The USDA estimates that approximately 60% of soybeans produced in the U.S. are processed domestically, 38% are exported as whole soybeans, and 2% 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 2009, farm producers in South Dakota produced 175 million bushels of soybeans, and producers in the top five producing states produced the following:

State		Production (bushels)
Iowa		486 Million
Illinois		430 Million
Minnesota		284 Million
Indiana		266 Million
Nebraska		259 Million

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 U.S. On average, exports of soybean meal account for 15% to 20% of total production.

Soybean oil refineries are generally located close to processing plants. Oil is shipped throughout the U.S. and for export. Approximately 85% of domestic oil production is used in food applications and 15% in industrial applications.

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. Such products include biodiesel, soy ink, lubricants, candles and plastics. Biodiesel, a substitute for standard, petroleum-based diesel fuel, experienced steady growth in the U.S. until 2008. Since then, however, market conditions, including overcapacity in the industry, price volatility in the petroleum oil market, reduced exports and volatile input costs, have resulted in stagnant growth and more uncertainty in the biodiesel market.

Products & Services

Soybean Processing

We process soybeans at our crushing plant 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. In addition to crude soybean oil, we have the capability at our facility in Volga, South Dakota, to process crude soybean oil into refined oil and a soy-based polyol.

Polyurethane

We produce a bio-based polyol called Soyol® which is used in industrial applications for the polyurethane industry. Soyol® is made from specially refined crude soybean oil, and is a key chemical compound that, upon reaction with other ingredients, forms polyurethane plastics. Soyol® is a renewable replacement for petrochemical based polyols. Polyurethanes are used in a variety of products such as insulation in buildings and appliances; seating; carpet backing and padding; shoe soles; roof coatings; mattresses and pillows; rigid panels; and bumpers and interiors in cars, tractors and trucks. We sell Soyol® to USSC which, in turn, markets and sells to its customers Soyol® and polyurethane resin systems incorporating Soyol®. Our resin systems include a spray-on insulation product called SoyTherm™ and a spray-based coating product for various applications (such as bedliners) called BioTuff™. While our primary marketing focus has been with spray applications, we also market our systems to original equipment manufacturers (“OEM”) and companies like Ford Motor Company. In 2007, for example, Ford Motor Company, in partnership with Lear Corporation, began incorporating Soyol® into the seat cushions of its Ford Mustang.

Soyol® and Soyol®- based resin systems are relatively new in the market, having undergone significant research and development in recent years. We continue to make progress in the marketing and sales areas of Soyol® and Soyol®- based resin systems as our revenues from polyurethane sales have increased four-fold since 2006.

We have exclusive rights to supply Soyol® to USSC until 2014 and have agreed not to sell it to any other company in the plastics industry.

Raw Materials and Suppliers

We procure soybeans from local soybean producers and elevators. In 2009, soybean production in South Dakota was approximately 175 million bushels, compared to 138 million bushels in 2008 and 133.5 million bushels in 2007. Of this amount, we processed 24.8 million bushels of soybeans in 2009, compared to 26.5 million bushels in 2008 and 26.6 million bushels in 2007. 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. Our refining plant receives the substantial majority of crude soybean oil supply 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 processing heat and for drying soybeans. NorthWestern Corporation of 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 back up 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.

Employees

We currently employ approximately 99 individuals, all but 15 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. Our meal market is local (typically within 200 miles of our Volga facility), Western U.S., and Canada. We have two significant meal customers, Commodity Specialists Company, with facilities in Shawnee Mission, Kansas, and Minneapolis, Minnesota, and Archer Daniels Midland Company (ADM), with a facility in Mankato, Minnesota, to which our product is delivered. Our crude soybean oil is primarily and increasingly sold to various companies in the refining industry which typically process the oil for human consumption. The table presented below represents the percentage of sales by quantity of product sold within various markets for 2009.

Market	Soybean Meal			Crude Soybean Oil			Refined Oil

Local		36	%		33	%		34	%
Other U.S. States		49	%		67	%		66	%
Export		15	%		—			—

Over half of our products are shipped by rail, the service of which is provided by the Canadian Pacific (CP) rail line, with connections to the Burlington-Northern Santa Fe (BNSF) and the Union Pacific (UP) rail lines. All of our assets and operations are domiciled in the U.S., and all of the products sold are produced in the U.S.

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, Smuckers (Proctor & Gamble), and ConAgra (Hunt-Wesson).

We are one of two soybean processing plants in South Dakota. The other processing plant in South Dakota is a start-up facility located in Miller, South Dakota, approximately 100 miles from our facility. This plant commenced crushing operations in October 2008 with plans to process 4.1 million bushels of soybeans annually. We believe that our processing facility represents approximately 7% of the total soybean processing capacity in the upper Midwest and about 1.5% in the U.S. We plan to maintain our competitive position in the market by producing high quality products 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 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.

Our primary competitors in soy-based polyols are Biobased Technology, Dow Chemical Co., and Cargill Inc. We also face strong competition from suppliers in the polyurethane market, specifically from BASF, Bayer, Dow Chemical and Huntsman, each of which has significantly greater resources than we or USSC.

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. We believe that we are in compliance with these laws, regulations and rules in all material respects and do not expect continued compliance to have a material effect on our financial condition or results of operations.

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. Such reports and other information filed by us with the SEC are available on the SEC website (www.sec.gov). The public may read and copy any materials filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. 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.

Risks Relating to Operations

Our revenues and operating results could be adversely affected by changes in commodity prices. Our revenues, earnings and cash flows are affected by market prices for commodities such as crude oil, natural gas, 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.

A national economic slowdown and turmoil in the financial markets could adversely affect our business and operating results. The level of demand for our products is affected by national economic conditions, particularly as it relates to the agriculture market. Any continuation of the slowdown in national growth from 2009 may lead to reduced demand for agricultural commodities, which could adversely affect our business and results of operations. Additionally, any further deterioration in national economic conditions and tightening in the credit markets may adversely affect the financial viability of our customers, suppliers and other counterparties, which may negatively impact our business and results of operations.

Higher than anticipated operating costs, including but not limited to increased prices for soybeans, could reduce our profitability. 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 plant or our interest in USSC 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 resulting increased price that is not accompanied by an increase in the price for soybean oil and meal. Labor costs can also increase over time, particularly if there is any 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.

It may become more difficult to sell our soybean oil for human consumption. The U.S. Food and Drug Administration currently 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 be more 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 the plant 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.

We have made significant investments in USSC, which has a history of operating losses. We are the sole owner of USSC, a company engaged primarily in research and development of Soyol® and Soyol® based resin systems. To date, USSC has generated limited revenues and significant losses. If USSC continues to be unprofitable, our operations overall will be adversely affected, consequently diminishing our earnings and the value of our investment in USSC. The ability to commercialize Soyol® depends upon, among other things, the performance of the product as compared to alternative polyols, successful completion of ongoing development activities, the ability to market the product, and the relative cost to the customer of Soyol® as compared to alternative polyols. If Soyol® is not successfully commercialized and fails to achieve market acceptance, USSC will likely not achieve or sustain profitable operations and we may be required to abandon or reduce our investment in USSC.

The success of our ownership in USSC is dependent upon market acceptance of Soyol®. USSC’s future success, if any, is significantly dependent on the acceptance of Soyol® in the markets to which Soyol® is targeted. Since the introduction of Soyol®, USSC has had limited success in marketing to manufacturers the use of Soyol® as a replacement for petroleum-based polyols. Common acceptance of USSC’s technology is dependent upon among other things, the ease of use, reliability, price and increased consumer demand for bio-based products. Even if the advantages of Soyol® are established, we are unable to predict how quickly, if ever, Soyol® will be generally accepted by manufacturers as a substitute for petroleum-based polyols.

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. Such individuals are in high demand and are often subject to competing employment offers in the agricultural value-added industries. In particular, our success is dependent on our ability to retain the services of Mr. Christianson, our CEO, and Mr. Kersting, our Commercial Manager. The loss of the services of Messrs. Christianson or Kersting or the failure of such individuals to perform their job functions in a satisfactory manner would have a material adverse effect on our business operations and prospects.

Risks Relating to Industry

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. In addition, we compete with companies who use petroleum based polyols in the polyurethane product manufacturing process, including BASF, Bayer, Dow Chemical, and Huntsman. We also face competition with companies who are using soy-based polyol technologies in the polyurethane industry including Biobased Technology, Dow Chemical, and Cargill. The major companies have longer operating histories, greater name recognition, larger customer bases and greater financial, marketing and public relations resources, which may make it difficult for us to enter the market and become profitable in our sale of Soyol® and Soyol®-based resin systems.

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 plant is 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 plant 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.

Interruptions in energy supplies could have a material adverse impact on our business. Soybean processing requires a constant and consistent supply of energy. If there is any interruption in our supply of energy for whatever reason, such as delivery or mechanical problems, we may be required to halt production. If production is halted for any extended period of time, it will have a material adverse effect on our business. If we were to suffer interruptions in our energy supply, our production would likely fall and the profitability of our business would be harmed.

Because soybean processing and refining is energy intensive, our business will be materially harmed if natural gas and electricity prices increase substantially. Historically, natural gas prices have fluctuated significantly. Any significant increase in the price of natural gas or electricity will increase our energy costs and therefore harm our business.

Transportation costs are a factor in the price of soybean oil and meal and increased transportation costs could adversely affect our profitability. Soybean oil may be shipped by trucks, rail cars, and barges. Added transportation costs are a significant factor in the price of soybean oil, and we may be more vulnerable to increases in transportation costs than other producers because our location in Volga is more remote than that of most of our competitors. Today, most of our products are sold FOB Volga, 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. 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. For example, the increased production of soybean meal and oil could result in increased demand for soybeans which could in turn lead to higher prices for soybeans, resulting in higher costs of production and lower profits if we are not able to lock in satisfactory margins on future soybean purchases and soybean meal and oil sales.

Risks Relating to Legal and Regulatory Risks

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. Additionally, any changes in environmental laws and regulations, both at the federal and state level, could require us to spend considerable resources in order to comply with future environmental regulations. The expense of compliance could be significant enough to reduce our profitability and negatively affect our financial condition.

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 could face increased operating costs if we were required to segregate genetically modified soybeans and the products generated from these soybeans. In the last several years, some soybean producers in our area have been planting genetically modified 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.

Item 2.

Properties.

We conduct our operations principally at our facility in Volga, South Dakota. We own the land, consisting of 106 acres, on which all of the infrastructure and physical properties rest. Our facilities consist of a soybean processing plant, a soybean oil refinery, a bio-based polyurethane production facility, a quality control laboratory, and administrative and operations buildings.

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

On January 31, 2007, we, along with other individual defendants, including our chief executive officer, Rodney Christianson, commercial manager, Tom Kersting, Board member, Dan Feige, and former board member, Rodney Skalbeck, were named as defendants in a lawsuit filed in the U.S. District Court for the District of Minnesota. The plaintiffs, Transocean Group Holdings PTY Ltd. and Transocean Global Biofuels PTY Ltd., of Sydney, Australia (“Transocean”), allege that we breached a heads of agreement with Transocean dated April 28, 2006. The heads of agreement concerned the potential development and operation of a biodiesel refinery through a company called High Plains Biofuels, Inc., to be owned by us and Transocean as shareholders. On March 19, 2010, we and Transocean reached a settlement of the lawsuit. In exchange for the payment of $530,000 to Transocean, of which we were responsible for $330,000, and a right to receive a small ownership interest in our company, or such facility, if we were to acquire an interest in a biodiesel or related facility, we and other defendants were released by Transocean from all prior claims.

Item 4.

Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of security holders in the fourth quarter ending December 31, 2009.

Part II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

As of March 1, 2010, the total number of capital units outstanding is 30,419,000, all of which is owned and held by 2,196 members.

Trading Activity

Our capital units are not traded on an exchange or The NASDAQ Stock Market. Rather, our capital units are traded on 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 rules and conditions set forth by the federal tax code and us, all trades being subject to approval by our board of managers. Our qualified matching service is operated through Variable Investment Advisors, Inc., of Sioux Falls, South Dakota, a registered broker-dealer operating a registered alternative trading system with the SEC. The following table contains historical information by quarter for the past two years regarding the trading of capital units through the qualified matching service:

Quarter	Low Price (1)		High Price (1)		Average Price		# of Capital Units Traded
First Quarter 2008	$	1.30	$	1.40	$	1.38		151,000
Second Quarter 2008	$	1.28	$	1.35	$	1.32		47,250
Third Quarter 2008	$	1.20	$	1.26	$	1.22		52,000
Fourth Quarter 2008	$	0.95	$	1.10	$	0.97		8,750
First Quarter 2009	$	-		-		-		-
Second Quarter 2009	$	0.90		0.96		0.94		15,500
Third Quarter 2009	$	0.87		0.89		0.88		4,500
Fourth Quarter 2009	$	-		-		-		-

(1)

The qualified matching service prohibits firm bids; therefore, the prices reflect actual sale prices of the capital units.

There were no issuer purchases of equity securities during the fourth quarter ending December 31, 2009.

Trading and Transfer Restrictions

As a limited liability company, we must strictly restrict transfers of our capital units in order to preserve our preferential single-level tax status at the member level. To preserve this, our operating agreement prohibits transfers other than through the procedures specified under our capital units transfer system, which may be amended from time to time by our board of managers. Under this system, our capital units cannot be traded on any national securities exchange or in any over-the-counter market. Also, we do not permit the number of capital units traded through the qualified matching service on an annual basis to exceed 10% of our total issued and outstanding capital units. All transactions also must be approved by the board, 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 for membership, and no member may own more than 1.5% of our total outstanding capital units.

Distributions

In 2009, we made no cash distributions to our members. In 2008, we paid cash distributions of approximately $3.8 million. In accordance with our operating agreement and distribution policy, the distributions in 2008 were issued to our members as well as to eligible persons of our predecessor cooperative who were once subject to patronage retainage through written notices of allocation.

Our distributions are declared at the discretion of our board of managers and are issued in accordance with the terms of our operating agreement. In addition, distributions are subject to restrictions imposed under our loan agreement with our lender. There is no assurance as to if, when, or how much we will make in distributions in the future. Actual distributions depend upon our profitability, expenses and other factors discussed in this report.

Item 6.

Selected Financial Data.

The following table sets forth selected financial data of South Dakota Soybean Processors, LLC for the periods indicated. The financial statements for the years ended December 31, 2009 and 2008 included in Item 8 of this report were audited by Eide Bailly LLP. The financial statements for the year ended December 31, 2007 included in Item 8 of this report were audited by Gordon, Hughes & Banks, LLP.

	2009		2008			2007			2006			2005

Bushels Processed		24,482,087		26,470,827			26,649,061			27,775,724			28,003,640

Statement of Operations Data:
Revenues	$	268,272,561	$	360,114,676		$	247,741,767		$	212,721,926		$	210,370,966
Costs & Expenses:
Cost of goods sold		(266,961,340)		(350,920,031	)		(240,701,417	)		(203,525,766	)		(209,992,802	)
Operating Expenses		(9,605,961)		(6,041,727	)		(3,938,405	)		(3,487,773	)		(3,826,823	)
Operating Profit (Loss)		(8,294,740)		3,152,918			3,101,945			5,708,387			(3,448,659	)
Non-Operating Income		2,696,447		2,664,524			3,157,147			2,574,350			840,489
Interest Expense		(1,144,923)		(2,331,105	)		(2,105,676	)		(629,070	)		(1,400,403	)
Income Tax Expense		(300)		(300	)		7,160			(2,308	)		—
Minority Interest in Loss of Subsidiary		—		—			—			—			368,403
Net Income (Loss)	$	(6,743,516)	$	3,486,037		$	4,160,576		$	7,651,359		$	(3,640,170	)

Weighted Average Capital Units Outstanding		30,419,000		30,419,000			30,419,000			30,419,000			29,758,885
Net Income (Loss) per Capital Unit	$	(0.222)	$	0.115		$	0.137		$	0.252		$	(0.122	)

Balance Sheet Data:
Working Capital	$	7,928,348	$	10,364,338		$	11,624,347		$	11,951,704		$	5,599,709
Net Property, Plant & Equipment		22,721,413		23,305,443			24,267,041			25,526,402			27,756,941
Total Assets		87,559,930		79,265,714			102,362,137			82,070,372			73,630,296
Long-Term Obligations		8,069,573		9,407,405			12,022,549			12,007,955			14,712,635
Members’ Equity		31,364,292		38,107,808			38,383,991			40,409,808			32,768,497

Other Data:
Capital Expenditures	$	1,609,119	$	1,121,806		$	1,002,652			660,397		$	600,739
Impairment Charges	$	4,507,289	$	—		$	—		$	—		$	—

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

Our core business and primary source of income generation is our soybean processing plant located in Volga, South Dakota. We process approximately 27 million bushels of soybeans annually to produce approximately 680 tons of high protein soybean meal and 310 million pounds of crude soybean oil. Our production represents approximately 1.3% of the total soybean processing capacity in the United States. In addition to our processing plant, we operate a soybean oil refinery in Volga where we produce partially refined soybean oil. The partially refined soybean oil is sold to customers in the food, chemical and industrial sectors. Under certain market conditions we may issue warehouse receipts for crude oil according to the terms and conditions of the CBOT soybean oil contract. Other activities that generate income are our management and consulting agreements.

Soybean processing is basically a commodity driven business and is cyclical in nature. Our industry is dependent on the annual soybean crop production (supply side) and world economic growth (demand side for food). Soybean processing is also a highly consolidated industry with four companies in the U.S. controlling 84% of the soybean processing industry and 75% of the soybean oil refining capacity for food applications. We compete in this industry by producing high quality products and operating a highly efficient operation at the lowest possible cost.

In efforts to increase the value of the products produced, we continue to invest in our subsidiary, USSC, for the research, marketing and development of soy-based polyol and soy-based polyurethane systems. USSC’s technical staff and research lab facilities are located in Volga. USSC’s marketing focus in 2009 included the spray applications for insulation, auto industry, original equipment manufacturers (OEMs) market, carpet rebound and padding, and polyurethane system houses. In 2009, we made significant improvements on the attributes of odor and reactivity of our molecules, maintained sales volume, increased margin, and reduced losses by 25%.

Overall, we generated a net loss of $6.7 million in 2009, compared to a profit of $3.5 million for the same period in 2008, a decrease of $10.2 million, or $0.42 per bushel processed. The decrease is primarily due to a $4.5 million non-cash patent impairment charge, soybean basis’ negative impact on crush margins, a poor quality of soybeans from the crop harvested locally in 2008 due to higher moisture and lower oil content, and a 7.5% reduction in the volume of soybeans crushed during 2009, compared to 2008.

On an annual basis, we are required to evaluate the recoverability of our intangible assets including our patents. Our primary focus for USSC has been in the housing and auto industries, but both industries have been hard hit hard by the economic crisis starting in 2008. Housing starts dropped from a historical level of 1.7 to 2.1 million units in 2005 to under 600,000 units in 2009. Annual automotive sales in the U.S. also dropped from over 17 million units in 2006 to just over 10 million units in 2009. While USSC maintained its sales volume in 2009, the lack of growth, combined with the uncertainty of the recovery of the housing and auto industries in the near future, forced us recognize an impairment of the value of our patents for USSC.

We anticipate a return to historical near-average profitability for 2010. Factors that are expected to contribute to this are an increased soybean supply, steady-to-soft domestic demand and a growing world demand for oilseed products. The increase in soybean supply is due to an abundant soybean crop in 2009, both in the U.S. and South America. However, the global financial markets, which adversely affected the industry in 2009, could continue to affect adversely the industry in 2010, thus holding down the anticipated profitability return. An effective use of risk management and operating prudently will be our best tools for handling these challenges.

Results of Operations

Comparison of Years Ended December 31, 2009 and 2008

	Year Ended December 31, 2009						Year Ended December 31, 2008
	$			% of Revenue			$			% of Revenue

Revenue	$	268,272,561			100.0		$	360,114,676			100.0
Cost of revenues		(266,961,340	)		(99.5	)		(350,920,031	)		(97.4	)
Operating expenses		(9,605,961	)		(3.6	)		(6,041,727	)		(1.7	)
Other income (expense)		1,551,524			0.6			333,419			0.1
Income tax expense		(300	)		0.0			(300	)		0.0

Net income (loss)	$	(6,743,516	)		(2.5	)	$	3,486,037			1.0

Revenue – Revenue decreased $91.8 million, or 25.5%, for the year ended December 31, 2009, compared to 2008. The decrease in revenues is primarily due to decreases in the average sales price and volume of all major soybean products (meal, hulls and oil). The average sales prices of soybean products decreased approximately 18.7% in 2009, compared to 2008. The principal cause for this decrease is a reduction in the price of crude petroleum oil and its refined products. In addition to the decrease in sales price, we experienced an 8.4% decrease in the sales volume of soybean products in 2009 compared to 2008. The decrease in sales volume of soybean products is attributed to a decrease in amount of soybeans crushed, higher moisture content in the local 2008 and 2009 soybean crops, lower oil content in the local 2008 soybean crop, and changes in customer demand for our soybean oil. As a result of a tight local soybean crop, we decreased the amount of soybeans crushed at our facility by approximately 7.5% during 2009, compared to 2008, thus reducing the amount of our products available to be sold. In addition, soybeans harvested locally in the fall of 2008 had higher moisture (now present in the 2009 crop) and lower oil content than an average crop, which decreased the amount of soybean meal and oil produced from a bushel of soybeans in 2009. Finally, a reduced sales volume of refined and bleached soybean oil to ACH Foods, our primary customer for soybean oil historically, has required us to seek an expanded customer base for our soybean oil. But the demand for our oil from our new customer base, particularly the biodiesel industry, has fluctuated dramatically due to price volatility. We expect this fluctuation to continue for the near future.

Gross Profit/Loss – For the year ended December 31, 2009, we generated a gross profit of $1.3 million compared to $9.2 million for the year ended December 31, 2008. The $7.9 million decrease in gross profit is primarily attributed to soybean basis’ negative impact on crush margins, higher moisture and lower oil content from the crop of soybeans harvested locally in 2008, and a 7.5% reduction in the volume of soybeans crushed. As a result of the USDA projecting a tight soybean carryout for 2008-2009, our soybean suppliers were reluctant sellers in 2009, which increased the cost of purchasing soybeans in relation to the posted price on the CBOT. As a result, our crush margins were lowered which eventually led to a decrease in the volume of soybeans crushed. Offsetting in part this decrease in gross profit is a decrease in production costs of $2.9 million for the year ending December 31, 2009, compared to 2008. Production costs decreased primarily due to a decrease in energy costs.

Operating Expense – Operating expenses, including all selling, general and administrative expenses, and impairment charges, increased $3.6 million, or 59.0%, for the year ended December 31, 2009, compared to 2008. This increase is primarily caused by a $4.5 million impairment on our patents in 2009, a payment of $330,000 relating to a settlement on the Transocean lawsuit, and a $182,000 increase in bad debt expense in 2009. With respect to the impairment, we determined that the undiscounted cash flows attributable to the patents for USSC were less than its carrying value as of December 31, 2009. Our primary focus for USSC has been the housing and auto industries, but both industries were hit hard during the economic crisis starting in 2008. While USSC maintained its sales volume in 2009, the lack of growth, combined with the uncertainty of the recovery of the housing and auto industries in the near future, made us recognize an impairment of the value of the patents for USSC.

The increases in operating expenses are partially offset by a decrease of $1.3 million decrease in administrative expense in the year ended December 31, 2009, compared to 2008. Approximately 60% of this decrease in administrative expenses is due to a decrease in professional fees, 12% due to a decrease in personnel costs, and 19% due to a decrease in our operating expenses associated with USSC.

Interest Expense – Interest expense decreased by $1.2 million, or 50.9%, during 2009 compared to the same period in 2008. This decrease is due to lowered debt levels resulting from lower soybean prices, inventory quantities, and accounts receivable, as well as lower interest rates on our senior debt. The average debt level during 2009 is approximately $21.4 million, compared to an average debt level of approximately $35.2 million during 2008. Similarly, the annual interest rate on our seasonal loan is 3.24% and 3.50% as of December 31, 2009 and 2008, respectively.

Other Non-Operating Income – Other non-operating income remained relatively constant for the year ended December 31, 2009, compared to the year ended December 31, 2008.

Net Income/Loss – The $10.2 million change in net income (loss) for the year ended December 31, 2009, compared to the same period in 2008, is primarily attributable to a decrease in crush margins and a $4.5 million impairment on our patents, partially offset by decreases in production, and administrative and interest expenses.

Comparison of Years Ended December 31, 2008 and 2007

	Year Ended December 31, 2008						Year Ended December 31, 2007
	$			% of Revenue			$			% of Revenue

Revenue	$	360,114,676			100.0		$	247,741,767			100.0
Cost of revenues		(350,920,031	)		(97.4	)		(240,701,417	)		(97.1	)
Operating expenses		(6,041,727	)		(1.7	)		(3,938,405	)		(1.6	)
Other income (expense)		333,419			0.1			1,051,471			0.4
Income tax expense		(300	)		0.0			7,160			0.0

Net income (loss)	$	3,486,037			1.0		$	4,160,576			1.7

Revenue – Revenue increased $112.4 million, or 45.4%, for the year ended December 31, 2008 compared to the same period in 2007. The increase in revenues is primarily due to increases in the average sales price of soybean meal and oil. The average sales prices of soybean meal and oil increased 47.3% and 51.9% in 2008 compared to 2007, respectively. The principal cause for this increase is an increase in the price of crude petroleum oil and its refined products. The increase in revenue is partially offset by a 0.7% decrease in the volume of soybeans crushed, which resulted in a decrease in sales volume of soybean meal.

Gross Profit/Loss – For the year ended December 31, 2008, we generated a gross profit of $9.2 million compared to $7.0 million for the year ended December 31, 2007. The $2.2 million increase in gross profit is primarily attributed to higher crush margins. This increase in gross profit is partially offset by a $2.0 million increase in production costs. Of the production costs, approximately 48% is due to increased energy costs, 25% to increased personnel costs and 23% to increased maintenance costs.

Administrative Expense – Administrative expense, including all selling, general and administrative expenses, increased $2.1 million, or 53.4%, for the year ended December 31, 2008 compared to 2007. Approximately 40% of this increase is due to increased legal fees, 32% to the termination of our management agreement with MnSP, and 17% to an increase in our marketing efforts associated with USSC.

Interest Expense – Interest expense increased by $225,000, or 10.7%, in 2008 compared to the same period in 2007. This increase is due to higher debt levels resulting from elevated soybean prices and higher accounts receivable due to the elevated prices of our soy-based products. The average debt level during the year ended December 31, 2008 is approximately $35.2 million, compared to an average debt level of approximately $25.5 million during the same period in 2007. The increase in interest expense due to higher debt levels is partially offset by lower interest rates on our senior debt, where the annual interest rate is 3.50% and 6.75% as of December 31, 2008 and 2007, respectively.

Other Non-Operating Income – Other non-operating income decreased by $692,000, or 22.3%, for the year ended December 31, 2008, compared to the same period in 2007. The decrease is primarily due to a decrease in earnings from our investment in MnSP. Upon the termination of our services and management agreement with MnSP in 2008, we ceased using the equity method to account for our investment in MnSP. Consequently, we only recognized $46,000 (Class B Preferred dividends) in earnings from our investment in MnSP for 2008, compared to recognizing approximately $623,000 in earnings in the same period of 2007.

Net Income/Loss – The $675,000 decrease in net income during the year ended December 31, 2008, compared to 2007, is primarily attributable to an increase in administrative and interest expenses, offset in part by higher crush margins.

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, 2009, we had working capital, defined as current assets less current liabilities, of approximately $7.9 million, compared to working capital of $10.4 million on December 31, 2008. Working capital decreased between periods primarily due to a $6.7 million net loss. Despite this decrease in working capital, we anticipate for the foreseeable future having sufficient cash flows from operations and our revolving debt to fund working capital, cover operating expenses and capital expenditures, and meet debt service obligations.

Comparison of the years ended December 31, 2009 and 2008

	2009			2008

Net cash from (used for) operating activities	$	(15,710,577	)	$	30,670,314
Net cash from (used for) investing activities		(1,393,234	)		(413,746	)
Net cash from (used for) financing activities		17,164,270			(30,256,483	)

Cash Flows from Operating Activities

Cash flows from operations are generally affected by commodity prices and the seasonality of our business. These commodity prices are affected by a wide range of factors beyond our control, including weather, crop conditions, drought, the availability and the adequacy of supply and transportation, government regulations and policies, world events, and general political and economic conditions. The $46.4 million change in cash flows from (used for) operating activities is primarily attributed to a decrease in net income and a large fluctuation in inventory in 2009, compared to 2008. During 2009, we increased inventories by $13.2 million, compared to an $11.5 million decrease in 2008.

Cash Flows from Investing Activity

The $1.0 million increase in cash used for investing activities between 2009 and 2008 is primarily attributed to a decrease in the amount received in 2009 from our investment in MnSP, as well as an increase in the amount of purchases of property and equipment. In 2008, following a mandatory unit retain investment of $420,000 in MnSP in 2006, MnSP repaid us the unit retains, compared to making no payment in 2009. Property and equipment purchases for general capital improvements were $1.6 million in 2009, compared to $1.1 million in 2008.

Cash Flows from Financing Activity

The $47.4 million change in cash flows from (used for) financing activities is principally due to a $42.4 million change in borrowings and a $3.8 million decrease in distributions to members during 2009, compared to 2008. During the year ended December 31, 2009, our borrowings increased by $15.0 million, compared to a $27.4 million decrease during the same period in 2008. This change is largely due to fluctuations in inventories and accounts receivable due to the large fluctuations in commodity prices over the last two years.

Comparison of the years ended December 31, 2008 and 2007

	2008			2007

Net cash from (used for) operating activities	$	30,670,314		$	(23,204,972	)
Net cash from (used for) investing activities		(413,746	)		(1,067,681	)
Net cash from (used for) financing activities		(30,256,483	)		15,965,134

Cash Flows from Operating Activities

The increase in cash flows used for operating activities is primarily attributed to a net decrease in operating assets and liabilities during the year ended December 31, 2008, compared to the same period in 2007. The decrease in net operating assets and liabilities is caused by a decrease in commodity prices which generated a decrease in inventories, accounts receivable and margin deposits, as well as an increase in accrued commodity purchases on December 31, 2008, compared to December 31, 2007.

Cash Flows from Investing Activity

The decrease in cash used for investing activities between 2008 and 2007 is primarily attributed to our receipt of $420,000 in unit retains from our investment in MnSP and approximately $377,000 from the retirement of patronage dividends by CHS, Inc. In May 2006, we were required to make a unit retain investment in MnSP of approximately $420,000 after MnSP’s members voted to require members to invest $0.30 per share of Class A preferred stock. In January 2008, MnSP repaid to us and other members the unit retains.

Cash Flows from Financing Activity

The decrease in cash flows from financing activities between the years ended December 31, 2008 and 2007 is principally due to a $52.8 million decrease in seasonal and long-term borrowings from 2007 to 2008, partially offset by a $2.6 million decrease in distributions paid to members. During 2008, we distributed approximately $3.8 million to our members, compared to a distribution of $6.4 million in 2007 which was our largest in history.

Indebtedness

We have two lines of credit with CoBank, our primary lender, to meet the short and long-term needs of our operations. The first credit line is a revolving long-term loan. Under the terms of this loan, we may borrow funds as needed up to the credit line maximum, or $10.6 million, and then pay down the principal whenever excess cash is available. Repaid amounts may be borrowed up to the available credit line. The available credit line is scheduled to be reduced by $1.3 million every six months until maturity on September 20, 2013. The final payment at maturity will be equal to the remaining unpaid principal balance of the loan. We pay a 0.50% annual commitment fee on any funds not borrowed. The principal balance outstanding on the revolving term loan is $10.6 million and $9.9 million as of December 31, 2009 and 2008, respectively. There are no remaining commitments available to borrow on the revolving term loan as of December 31, 2009.

The second credit line is a revolving working capital loan that matures on August 1, 2010. The primary purpose of this loan is to finance inventory and receivables. The maximum available to be borrowed under this loan is $30 million. Borrowing base reports and financial statements are required monthly to justify the balance borrowed on this loan. We pay a 0.25% 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. The principal balance on the working capital loan is approximately $14.3 million and $0 as of December 31, 2009 and 2008, respectively.

Both CoBank loans 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 3.49% and 3.50% as of December 31, 2009 and 2008, respectively. As of December 31, 2009 and 2008, the interest rate on the working capital loan is 3.24% and 3.50%, respectively. Both CoBank loans are secured by substantially all of our assets and are subject to compliance with standard financial covenants and the maintenance of certain financial ratios. We were in compliance with all covenants and conditions with CoBank as of December 31, 2009 and as of the date of this filing.

We also have other long-term contracts and notes payable totaling $250,000, with an annual interest rate of 15.0% as of December 31, 2009. We made principal payments of $0 and $895,000 on these additional long-term obligations during 2009 and 2008, respectively.

Capital Expenditures

We invested approximately $1.6 million in capital expenditures for property and equipment during the year ended December 31, 2009, compared to approximately $1.1 million in capital expenditures during the year ended December 31, 2008. Depending on our profitability in 2010, we anticipate spending between $1.0 million and $2.0 million on capital expenditures in 2010 to enhance the quality and efficiency of our soybean crushing facility. Our principal sources of funds are anticipated to be cash flows from operating activities and borrowings under our working capital loan with CoBank.

Off Balance Sheet Financing Arrangements

Except as described below, we do not utilize variable interest entities or other off-balance sheet financial arrangements.

Lease Commitments

We have commitments under various operating leases for rail cars, various types of vehicles, and lab and office equipment. Our most significant lease commitments are the rail car leases we use to distribute our products. We have a number of long-term leases with GE Capital, Trinity Capital, and AIG Rail Services for hopper rail cars and oil tank cars. Total lease expenses under these arrangements are approximately $2.1 million and $2.0 million for the years ended December 31, 2009 and 2008, respectively. The hopper rail cars earn mileage credit from the railroad through a sublease program, which totaled $1.6 million and $1.5 million for the years ended December 31, 2009 and 2008, respectively.

In June 2008, we entered into a Grain Storage and Transportation Agreement with H&I Grain of Hetland, Inc. (H&I). This agreement is for the handling, storage, and transportation of soybeans to and from the H&I facilities in DeSmet, Hetland, and Arlington, South Dakota, at established rates per bushel. The agreement provides for an annual minimum payment of $250,000 and is in effect from September 1, 2008 through August 31, 2011. Expenses under this agreement were $0.5 million for each of the years ended December 31, 2009 and 2008.

In addition to rail car leases and grain storage and transportation agreement, we have several operating leases for various equipment and storage facilities. Total lease expense under these arrangements is $781,000 and $233,000 for the years ended December 31, 2009 and 2008, respectively. Some of our leases include purchase options, none of which are for a value less than fair market value at the end of the lease.

Contractual Obligations

The following table shows our contractual obligations for the periods presented:

	Payment due by period
CONTRACTUAL OBLIGATIONS	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years

Long-Term Debt Obligations (1)	$	10,850,000	$	2,850,000	$	5,200,000	$	2,800,000	$	—

Operating Lease Obligations		16,155,000		2,406,000		4,491,000		3,840,000		5,418,000

Other Long-Term Liabilities (2)		70,000		—		—		—		70,000

Total	$	27,075,000	$	5,256,000	$	9,691,000	$	6,640,000	$	5,488,000

(1) Represents principal payments under our notes payable, which are included on our Consolidated Balance Sheet.

(2) Represents obligations under our deferred compensation program, which are included on our Consolidated Balance Sheet.

Recent Accounting Pronouncements

See page F-12, Note 1 of our audited financial statements for a discussion on the impact, if any, of the recently pronounced accounting standards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Preparation of our financial statements requires estimates and judgments to be made that affect the amounts of assets, liabilities, revenues and expenses reported. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. We continually evaluates 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 three business days of the period and the first two business days 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.

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.

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. Management does not anticipate that its hedging activity will have a significant impact on future operating results or liquidity. Hedging arrangements do not protect against nonperformance of a cash contract.

At any one time, our inventory and purchase contracts for delivery to our facility may be substantial. We have risk management policies and procedures that include net position limits. They are defined by commodity, and include both trader and management limits. This policy and procedure triggers a review by management when any trader is outside of position limits. The position limits are reviewed at least annually with the board of managers. We monitor current market conditions and may expand or reduce the limits in response to changes in those conditions.

Foreign Currency Risk. We conduct essentially all of our business in U.S. dollars and have no 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.

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.

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, 2009, 2008 and 2007.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A(T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures . Our management, with the participation of our Chief Executive Officer and Principal Accounting 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, including our Chief Executive Officer and Principal Accounting Officer, 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 inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of December 31, 2009, management assessed our internal control over financial reporting in relation to criteria described in Internal Control- Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment using those criteria, we concluded that, as of December 31, 2009, 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 temporary 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, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

	/s/ Rodney Christianson
	Rodney Christianson, Chief Executive Officer
	(Principal Executive 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 an Information Statement to be filed with the Commission within 120 days after the close of the fiscal year covered by this Report (December 31, 2009).

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, 2009. The financial statements appear on page F-3 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 - See Exhibit Index following the Signature Page to this report. The following exhibits constitute management agreements, compensatory plans, or arrangements: Exhibits 10.7, 10.8, 10.9, and 10.10.

Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

	SOUTH DAKOTA SOYBEAN
	PROCESSORS, LLC

Date: March 26, 2010	/s/ Rodney G. Christianson
	Rodney G. Christianson
	Chief Executive Officer

Date: March 26, 2010	/s/ Mark Hyde
	Mark Hyde
	Controller, Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	SOUTH DAKOTA SOYBEAN
	PROCESSORS, LLC

Date: March 26, 2010	/s/ Rodney G. Christianson
	Rodney G. Christianson
	Chief Executive Officer
	(Principal Executive Officer)
	SOUTH DAKOTA SOYBEAN
	PROCESSORS, LLC

Date: March 26, 2010	/s/ Mark Hyde
	Mark Hyde
	Controller, Principal Accounting Officer

Date: March 26, 2010	/s/ Paul Barthel
	Paul Barthel, Manager

Date: March 26, 2010	/s/ Alan Christensen
	Alan Christensen, Manager

Date: March 26, 2010	/s/ Dean Christopherson
	Dean Christopherson, Manager

Date: March 26, 2010	/s/ David Driessen
	David Driessen, Manager

Date: March 26, 2010	/s/ Paul Dummer
	Paul Dummer, Manager

Date: March 26, 2010	/s/ Wayne Enger
	Wayne Enger, Manager

Date: March 26, 2010	/s/ Dan Feige
	Dan Feige, Manager

Date: March 26, 2010	/s/ Ronald J. Gorder
	Ronald J. Gorder, Manager

Date: March 26, 2010	/s/ Marvin Hope
	Marvin Hope, Manager

Date: March 26, 2010	/s/ James Jepsen
	James Jepsen, Manager

Date: March 26, 2010	/s/ Jerome Jerzak
	Jerome Jerzak, Manager

Date: March 26, 2010	/s/ Peter Kontz
	Peter Kontz, Manager

Date: March 26, 2010	/s/ Bryce Loomis
	Bryce Loomis, Manager

Date: March 26, 2010	/s/ Robert Nelsen
	Robert Nelsen, Manager

Date: March 26, 2010	/s/ Robert Nelson
	Robert Nelson, Manager

Date: March 26, 2010	/s/ Maurice Odenbrett
	Maurice Odenbrett, Manager

Date: March 26, 2010	/s/ Randy Tauer
	Randy Tauer, Manager

Date: March 26, 2010	/s/ Delbert Tschakert
	Delbert Tschakert, Manager

Date: March 26, 2010	/s/ Lyle Trautman
	Lyle Trautman, Manager

Date: March 26, 2010	/s/ Ardon Wek
	Ardon Wek, Manager

Date: March 26, 2010	/s/ Gary Wertish
	Gary Wertish, Manager

EXHIBIT INDEX**

Exhibit Number	Description	Filed Herewith	Incorporated Herein by Reference to

3.1(i)	Articles of Organization.		Appendix A to the Registrant’s Prospectus filed with the Commission pursuant to Rule 424(b)(3) on May 24, 2002 (File No. 333-75804).

3.1(ii)	Operating Agreement, as amended and restated.		Exhibit 99.1 to the Registrant’s Form 8-K filed on June 28, 2007.

3.1(iii)	Articles of Amendment to Articles of Organization.		Exhibit 3.1(iii) to the Registrant’s Form 10-QSB filed with the Commission on August 14, 2002.

4.1	Form of Class A Unit Certificate.		Exhibit 4.1 to the Registrant’s Form S-4 filed with the Commission on December 21, 2001. (File No. 333-75804)

10.1	Form of Mortgage and Security Agreement with CoBank dated October 2, 1995.		Exhibit 10.1 to the Registrant’s Form S-4 filed with the Commission on December 21, 2001. (File No. 333-75804)

10.2	Urethane Soy Systems Company, Inc. Stock Purchase Agreement dated May 30, 2000.		Exhibit 10.5 to the Registrant’s Form S-4 filed with the Commission on December 21, 2001. (File No. 333-75804)

10.3	Vegetable Oil Supply Agreement with Urethane Soy Systems Company, Inc. dated August 2, 1999 and January 10, 2001.		Exhibit 10.6 to the Registrant’s Form S-4 filed with the Commission on December 21, 2001. (File No. 333-75804)

10.4	Track Lease Agreement with DM&E Railroad dated October 15, 1996.		Exhibit 10.10 to the Registrant’s Form S-4 filed with the Commission on December 21, 2001. (File No. 333-75804)

10.5	Railroad Car Lease Agreement with Trinity Industries dated February 12, 2002.		Exhibit 10.15 to the Registrant’s Form S-4 filed with the Commission on March 14, 2002. (File No. 333-75804)

10.6	Stock Purchase Agreement with Urethane Soy Systems, Co. and certain shareholders.		Exhibit 10.16 to the Registrant’s Form 8-K filed with the Commission on January 14, 2003.

10.7	Rodney Christianson Employment Agreement dated February 1, 2008.		Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission May 14, 2008.

10.8	First Amended and Restated Deferred Compensation Plan for the benefit of Rodney Christianson, dated February 1, 2004.		Exhibit 10.15 to the Registrant’s Form 10-K filed with the Commission on March 30, 2004.

10.9	Thomas Kersting Employment Agreement dated May 20, 1996.		Exhibit 10.18 to the Registrant’s Form 10-K filed with the Commission on March 27, 2003.

10.10	Deferred Compensation Plan for the benefit of Thomas Kersting, dated February 13, 2001.		Exhibit 10.20 to the Registrant’s Form 10-K filed with the Commission on March 27, 2003.

10.11	Railcar Leasing Agreements with General Electric Railcar Services Corporation, dated November 10, 2003 and November 25, 2003.		Exhibit 10.19 to the Registrant’s Form 10-K filed with the Commission on March 30, 2004.

10.12	Security Agreement with CoBank dated June 17, 2004.		Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on August 16, 2004.

10.13	Master Loan Agreement with CoBank dated October 6, 2005.		Exhibit 10.21 to the Registrant’s Form 10-K filed with the Commission on March 31, 2006.

10.14	Heads of Agreement with Transocean dated April 28, 2006		Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on May 15, 2006.

10.15	Amendment to Master Loan Agreement dated September 16, 2009		Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on November 12, 2009.

10.16	Statused Term Loan Supplement dated September 16, 2009.		Exhibit 10.2 to the Registrant’s Form 10-Q filed with the Commission on November 12, 2009.

10.17	Statused Revolving Credit Supplement dated September 16, 2009		Exhibit 10.3 to the Registrant’s Form 10-Q filed with the Commission on November 12, 2009.


21.1	Subsidiaries of the Company.	X

31.1	Rule 13a-14(a)/15d-14(a) Certification.	X

32.1	Section 1350 Certification.	X

** Documents can be found at www.sec.gov

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009, 2008, AND 2007

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

Index to Financial Statements

	Page

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS	F-1

FINANCIAL STATEMENTS
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-5
Consolidated Statements of Changes in Members’ Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Managers and Members

South Dakota Soybean Processors, LLC

Volga, South Dakota

We have audited the accompanying consolidated balance sheets of South Dakota Soybean Processors, LLC (“the Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in members’ equity, and cash flows for each of the years in the two-year period ended December 31, 2009. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of South Dakota Soybean Processors, LLC as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

/s/ Eide Bailly LLP

Greenwood Village, Colorado

March 25, 2010

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Managers

South Dakota Soybean Processors, LLC

Volga, South Dakota

We have audited the accompanying consolidated statements of operations, changes in members' equity and cash flows of South Dakota Soybean Processors, LLC (the “Company”) for the year ended December 31, 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of South Dakota Soybean Processors, LLC for the year ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

/s/ Gordon, Hughes & Banks

Greenwood Village, Colorado

March 21, 2008

F-2

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2009 AND 2008

	2009			2008
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	69,791		$	9,332
Trade accounts receivable, less allowance for uncollectible accounts (2009 - $92,000; 2008 - $78,000)		19,222,873			18,939,727
Inventories		35,822,294			22,621,675
Margin deposits		362,609			-
Prepaid expenses		576,846			544,105
Total current assets		56,054,413			42,114,839

PROPERTY AND EQUIPMENT		55,218,551			54,344,281
Less accumulated depreciation		(32,497,138	)		(31,038,838	)
Total property and equipment, net		22,721,413			23,305,443

OTHER ASSETS
Investments in cooperatives		7,848,625			8,055,962
Notes receivable - members		148,898			148,898
Patents and other intangible assets, net		786,581			5,640,572
Total other assets		8,784,104			13,845,432

Total assets	$	87,559,930		$	79,265,714

The accompanying notes are an integral part of these consolidated financial statements.

F-3

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

CONSOLIDATED BALANCE SHEETS (continued)

DECEMBER 31, 2009 AND 2008

	2009		2008
LIABILITIES AND MEMBERS' EQUITY

CURRENT LIABILITIES
Excess of outstanding checks over bank balance	$	4,589,459	$	2,408,396
Current maturities of long-term debt		2,850,000		819,017
Note payable - seasonal loan		14,252,224		-
Accounts payable		650,573		1,117,600
Accrued commodity purchases		22,943,887		25,174,258
Margin deposit deficit		-		252,281
Accrued expenses		2,709,172		1,890,668
Accrued interest		130,750		88,281
Total current liabilities		48,126,065		31,750,501

LONG-TERM LIABILITIES
Long-term debt, less current maturities		8,000,000		9,300,000
Deferred compensation		69,573		107,405
Total long-term liabilities		8,069,573		9,407,405

COMMITMENTS AND CONTINGENCIES

TEMPORARY EQUITY, net of subscriptions receivable of $2,259 at December 31, 2009 and 2008, consisting of 70,750 Class A capital units		140,491		140,491

MEMBERS' EQUITY
Class A Units, no par value, 30,419,000 units issued and outstanding		31,223,801		37,967,317

Total liabilities, temporary equity and members' equity	$	87,559,930	$	79,265,714

The accompanying notes are an integral part of these consolidated financial statements.

F-4

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008, AND 2007

	2009			2008			2007

NET REVENUES	$	268,272,561		$	360,114,676		$	247,741,767

COST OF REVENUES
Cost of product sold		235,657,564			314,142,855			207,484,862
Production		14,941,429			17,840,158			15,840,012
Freight and rail		15,957,569			18,586,803			17,064,268
Brokerage fees		404,778			350,215			312,275
Total cost of revenues		266,961,340			350,920,031			240,701,417

GROSS PROFIT		1,311,221			9,194,645			7,040,350

OPERATING EXPENSES
Administration		5,098,672			6,041,727			3,938,405
Impairment charges		4,507,289			-			-
Total operating expenses		9,605,961			6,041,727			3,938,405

OPERATING PROFIT (LOSS)		(8,294,740	)		3,152,918			3,101,945

OTHER INCOME (EXPENSE)
Interest expense		(1,144,923	)		(2,331,105	)		(2,105,676	)
Other non-operating income		2,338,080			2,415,944			3,107,907
Patronage dividend income		358,367			248,580			49,240
Total other income (expense)		1,551,524			333,419			1,051,471

INCOME (LOSS) BEFORE INCOME TAXES		(6,743,216	)		3,486,337			4,153,416

INCOME TAX EXPENSE (BENEFIT)		300			300			(7,160	)

NET INCOME (LOSS)	$	(6,743,516	)	$	3,486,037		$	4,160,576

BASIC AND DILUTED EARNINGS (LOSS) PER CAPITAL UNIT	$	(0.22	)	$	0.11		$	0.14

WEIGHTED AVERAGE NUMBER OF 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 consolidated financial statements.

F-5

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008, AND 2007

	Class A Units
	Units		Amount

BALANCES, JANUARY 1, 2007		30,419,000	$	39,404,013

Net income		-		4,160,576

Distributions to members		-		(6,400,000	)

BALANCES, DECEMBER 31, 2007		30,419,000		37,164,589

Net income		-		3,486,037

Recognition of capital units previously recorded as temporary equity		-		1,082,750

Distributions to members		-		(3,766,059	)

BALANCES, DECEMBER 31, 2008		30,419,000		37,967,317

Net loss		-		(6,743,516	)

BALANCES, DECEMBER 31, 2009		30,419,000	$	31,223,801

The accompanying notes are an integral part of these consolidated financial statements.

F-6

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008, AND 2007

	2009			2008			2007
OPERATING ACTIVITIES
Net income (loss)	$	(6,743,516	)	$	3,486,037		$	4,160,576
Charges and credits to net income (loss) not affecting cash:
Depreciation and amortization		2,587,230			2,530,644			2,689,574
Loss on impairment of intangible assets		4,507,289			-			-
(Gain) loss on sales of property and equipment		69,501			(29,000	)		552
Gain on equity method investment		-			-			(577,240	)
Non-cash patronage dividends		(125,428	)		(123,540	)		(24,611	)
Change in current assets and liabilities		(16,005,653	)		24,806,173			(29,453,823	)
NET CASH FROM (USED FOR) OPERATING ACTIVITIES		(15,710,577	)		30,670,314			(23,204,972	)

INVESTING ACTIVITIES
Proceeds from investments in cooperatives		277,713			420,120			-
Retirement of patronage dividends		55,053			376,517			27,922
Patent costs		(129,312	)		(117,577	)		(99,806	)
Proceeds from sales of property and equipment		12,431			29,000			6,855
Purchase of property and equipment		(1,609,119	)		(1,121,806	)		(1,002,652	)
NET CASH (USED FOR) INVESTING ACTIVITIES		(1,393,234	)		(413,746	)		(1,067,681	)

FINANCING ACTIVITIES
Change in excess of outstanding checks over bank balances		2,181,063			600,797			(2,538,488	)
Net (payments) proceeds from seasonal borrowings		14,252,224			(23,448,082	)		23,448,082
Distributions to members		-			(3,766,059	)		(6,400,000	)
Decrease in member loans		-			314,983			232,695
Proceeds from long-term debt		4,967,079			-			1,300,000
Principal payments on long-term debt		(4,236,096	)		(3,958,122	)		(77,155	)
NET CASH FROM (USED FOR) FINANCING ACTIVITIES		17,164,270			(30,256,483	)		15,965,134

NET CHANGE IN CASH AND CASH EQUIVALENTS		60,459			85			(8,307,519	)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		9,332			9,247			8,316,766

CASH AND CASH EQUIVALENTS, END OF YEAR	$	69,791		$	9,332		$	9,247

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F-7

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008, AND 2007

	2009		2008		2007

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	1,102,454	$	2,252,199	$	2,131,587

Income taxes	$	-	$	-	$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-8

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

NOTES TO CONSOLIDATED 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 oil, meal and hulls. The Company’s principal operations are in Volga, South Dakota.

The Company holds a 100% equity interest in Urethane Soy Systems Company (“USSC”), which is responsible for marketing, formulation and technical support of Soyol® (a polyol made from soybean oil) and related systems. The Company consolidates the operations of USSC.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated.

Cash and cash equivalents

The Company considers all highly liquid investment instruments with maturity of three months or less at the time of acquisition to be cash equivalents.

Accounts receivable

Accounts receivable are considered past due when payments are not received within thirty days. Generally, these accounts receivable represent amounts due for sale of soybean meal, oil, hulls and refined oil. The Company charges finance fees to customers that are over thirty days past-due.

The carrying amount of trade receivables is reduced by a valuation allowance that reflects management’s estimate of amounts that will not be collected. Management reviews all receivable balances that exceed 90 days from the invoice date and, based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that may not be collected.

Inventories

Finished goods (soybean meal, oil, refined oil, and hulls) and raw materials (soybeans) are valued at estimated market value. This accounting policy is in accordance with the guidelines described in AICPA 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 the lower of cost, determined by the first-in, first-out method, or market.

Investments

Investments in cooperatives are carried at cost plus the amount of patronage earnings allocated to the Company, less any cash distributions received.

Prior to September 1, 2007, the Company accounted for its 6.95% investment in Minnesota Soybean Processors (MnSP) using the equity method due to the related nature of operations and the Company’s ability to influence management decisions of MnSP. Under the equity method, the initial investment is recorded at cost and adjusted annually to recognize the Company’s share of earnings and losses of the entity. On September 1, 2007, the services and management agreement between the two companies was terminated. Commencing on that date, the Company ceased the accounting for its investment in MnSP under the equity method, and began accounting for the investment at cost plus the amount of patronage earnings allocated to the Company, less any cash distributions received.

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F-9

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

Buildings and improvements		10-39 years
Equipment and furnishings		3-15 years

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.

Patents

The Company’s patents are amortized over their estimated useful lives, using the straight-line method over a period of 16 to 20 years, which is the shorter of the remaining estimated economic life of the patents acquired or 20 years from the original file date.

The Company evaluates 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 the asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures 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 would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds 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 the Company to make assumptions about future cash flows over the life of the assets being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the year ended December 31, 2009, the Company recorded an impairment loss of $4,507,289 related to an intangible asset.

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.

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F-10

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

Revenue is recognized when the related products are shipped, which is when title is transferred to the customer. Revenues are presented net of discounts and sales allowances.

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.

The Company’s “Shipping and Handling Costs” policy is in accordance with ASC 605, Revenue Recognition (formerly EITF Issue 00-10, Accounting for Shipping and Handling Fees and Costs).

Advertising costs

Advertising and promotion costs are expensed as incurred. The Company incurred $143,181, $111,641, and $121,643 of advertising costs in the years ended December 31, 2009, 2008, and 2007, respectively.

SOUTH DAKOTA SOYBEAN PROCESSORS LLC - FORM 10-K - March 26, 2010

Attached files