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EXCEL - IDEA: XBRL DOCUMENT - LAKE AREA CORN PROCESSORS LLCFinancial_Report.xls
EX-31.1 - CERTIFICATION - LAKE AREA CORN PROCESSORS LLCexhibit311-certification33.htm
EX-32.1 - CERTIFICATION - LAKE AREA CORN PROCESSORS LLCexhibit321-certification33.htm
EX-32.2 - CERTIFICATION - LAKE AREA CORN PROCESSORS LLCexhibit322-certification33.htm
EX-31.2 - CERTIFICATION - LAKE AREA CORN PROCESSORS LLCexhibit312-certification33.htm
EX-10.1 - THIRD AMNEDMENT TO CREDIT AGREEMENT - LAKE AREA CORN PROCESSORS LLCa101thirdamendedmenttocred.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                    
FORM 10-Q
                    
x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
For the fiscal quarter ended March 31, 2015
 
o
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
Commission file number 000-50254
LAKE AREA CORN PROCESSORS, LLC
(Exact name of registrant as specified in its charter)
 
South Dakota
 
46-0460790
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
46269 SD Highway 34
P.O. Box 100
Wentworth, South Dakota
 
57075
(Address of principal executive offices)
 
(Zip Code)
 
(605) 483-2676
(Registrant's telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act: Membership Units

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes    o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer o
Non-accelerated filer x
 
Smaller Reporting Company o
(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
 
As of May 14, 2015, there are 29,620,000 membership units of the registrant outstanding.







2



PART I.        FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LAKE AREA CORN PROCESSORS, LLC
Consolidated Balance Sheets
 
March 31, 2015
 
December 31, 2014*
 ASSETS
(unaudited)
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
Cash and cash equivalents
$
4,978,731

 
$
6,104,383

Accounts receivable
3,073,411

 
1,025,685

Other receivables
11,353

 
1,381,468

Inventory
5,334,582

 
6,106,646

Derivative financial instruments
1,055,180

 
1,457,459

Prepaid expenses
261,441

 
306,351

Total current assets
14,714,698

 
16,381,992

 
 
 
 
PROPERTY AND EQUIPMENT
 
 
 
Land
676,097

 
676,097

Land improvements
2,739,818

 
2,739,818

Buildings
9,655,192

 
9,655,192

Equipment
46,156,560

 
46,138,840

Construction in progress
1,507,205

 
626,085

 
60,734,872

 
59,836,032

Less accumulated depreciation
(32,261,545
)
 
(31,486,760
)
Net property and equipment
28,473,327

 
28,349,272

 
 
 
 
OTHER ASSETS
 
 
 
Goodwill
10,395,766

 
10,395,766

Investments
16,758,164

 
23,214,456

Other
202,639

 
233,489

Total other assets
27,356,569

 
33,843,711

 
 
 
 
TOTAL ASSETS
$
70,544,594

 
$
78,574,975

 
 
 
 
 
 
 
 

* Derived from audited financial statements.

See Notes to Unaudited Consolidated Financial Statements.








3


LAKE AREA CORN PROCESSORS, LLC
Consolidated Balance Sheets


 
 
 

March 31, 2015

December 31, 2014*
LIABILITIES AND MEMBERS’ EQUITY
(unaudited)
 
 

 
 
 
CURRENT LIABILITIES
 
 
 
Outstanding checks in excess of bank balance
$
382,013

 
$
246,847

Accounts payable
3,102,705

 
7,407,491

Accrued liabilities
420,390

 
511,613

Derivative financial instruments
514,729

 
1,447,513

Current maturities of notes payable
5,517

 
13,708

Other
120,635

 
120,635

Total current liabilities
4,545,989

 
9,747,807



 

LONG-TERM LIABILITIES

 

Notes payable, net of current maturities
1,000

 
1,000

Other
223,940

 
225,940

Total long-term liabilities
224,940

 
226,940



 

COMMITMENTS AND CONTINGENCIES

 



 

MEMBERS' EQUITY (29,620,000 units issued and outstanding)
65,773,665

 
68,600,228



 

TOTAL LIABILITIES AND MEMBERS' EQUITY
$
70,544,594

 
$
78,574,975



 

 

 


* Derived from audited financial statements.

See Notes to Unaudited Consolidated Financial Statements.

4


LAKE AREA CORN PROCESSORS, LLC
Consolidated Statements of Income (Unaudited)
 
Three Months Ended March 31, 2015
 
Three Months Ended March 31, 2014
 
 
 
 
REVENUES
$
20,715,145

 
$
38,291,090

 
 
 
 
COSTS OF REVENUES
20,006,014

 
27,423,861

 
 
 
 
GROSS PROFIT
709,131

 
10,867,229

 
 
 
 
OPERATING EXPENSES
1,076,933

 
1,033,381

 
 
 
 
INCOME (LOSS) FROM OPERATIONS
(367,802
)
 
9,833,848

 
 
 
 
OTHER INCOME (EXPENSE)
 
 
 
Interest and other income
65,212

 
8,070

Equity in net income of investments
543,708

 
2,216,087

Interest expense
(2,169
)
 
(83,702
)
Total other income
606,751

 
2,140,455

 
 
 
 
NET INCOME
$
238,949

 
$
11,974,303

 
 
 
 
BASIC AND DILUTED EARNINGS PER UNIT
$
0.01

 
$
0.40

 
 
 
 
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING FOR THE CALCULATION OF BASIC & DILUTED EARNINGS PER UNIT
29,620,000

 
29,620,000

 
 
 
 
DISTRIBUTIONS DECLARED PER UNIT
$
0.10

 
$
0.20

 
 
 
 

See Notes to Unaudited Consolidated Financial Statements.

5


LAKE AREA CORN PROCESSORS, LLC
Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31, 2015
 
Three Months Ended March 31, 2014


 

OPERATING ACTIVITIES

 

Net income
$
238,949

 
$
11,974,303

Changes to net income affecting cash and cash equivalents

 

Depreciation and amortization
805,635

 
709,438

Distributions in excess of earnings (earnings in excess of distributions) from investments
6,456,292

 
(2,216,087
)
(Increase) decrease in

 

Receivables
(677,611
)
 
(5,649,006
)
Inventory
772,064

 
(2,404,651
)
Prepaid expenses
44,910

 
21,665

Derivative financial instruments
(530,505
)
 
(226,351
)
Increase (decrease) in


 

Accounts payable
(4,439,905
)
 
(7,379,380
)
Accrued and other liabilities
(93,223
)
 
(8,787
)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
2,576,606

 
(5,178,856
)


 

INVESTING ACTIVITIES
 
 
 
Purchase of property and equipment
(763,721
)
 
(1,568,005
)
Purchase of investments

 
(15,000
)
NET CASH (USED IN) INVESTING ACTIVITIES
(763,721
)
 
(1,583,005
)


 

FINANCING ACTIVITIES

 

Increase in outstanding checks in excess of bank balance
135,166

 
2,222,561

Principal payments on long-term notes payable
(8,191
)
 
(320,292
)
Distributions paid to members
(3,065,512
)
 
(5,966,273
)
NET CASH (USED FOR) FINANCING ACTIVITIES
(2,938,537
)
 
(4,064,004
)



 

NET (DECREASE) IN CASH AND CASH EQUIVALENTS
(1,125,652
)
 
(10,825,865
)


 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
6,104,383

 
20,706,458




 

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
4,978,731

 
$
9,880,593



 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

Cash paid during the period for interest
$
2,848

 
$
92,085

Capital expenditures in accounts payable
135,119

 


See Notes to Unaudited Consolidated Financial Statements

6

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2015 and 2014





NOTE 1    .    NATURE OF OPERATIONS

Principal Business Activity

Lake Area Corn Processors, LLC and subsidiary (the Company) is a South Dakota limited liability company.

The Company owns and manages Dakota Ethanol, LLC (Dakota Ethanol), a 40 million-gallon (annual nameplate capacity) ethanol plant, located near Wentworth, South Dakota. Dakota Ethanol sells ethanol and related products to customers located in North America.

In addition, the Company has investment interests in five companies in ethanol-related industries. See note 4 for further details.

NOTE 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited financial statements contained herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America although the Company believes that the disclosures are adequate to make the information not misleading.

In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the accompanying financial statements. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for a full year.

These financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements for the year ended December 31, 2014, contained in the annual report on Form 10-K for 2014.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, Dakota Ethanol. All significant inter-company transactions and balances have been eliminated in consolidation.

Revenue Recognition

Revenue from the production of ethanol and related products is recorded when title transfers to customers. Generally, ethanol and related products are shipped FOB shipping point, based on written contract terms between Dakota Ethanol and its customers. Collectability of revenue is reasonably assured based on historical evidence of collectability between Dakota Ethanol and its customers. Interest income is recognized as earned.

Shipping costs incurred by the Company in the sale of ethanol, dried distiller's grains and corn oil are not specifically identifiable and as a result, revenue from the sale of those products is recorded based on the net selling price reported to the Company from the marketer.

Cost of Revenues

The primary components of cost of revenues from the production of ethanol and related co-product are corn expense, energy expense (natural gas and electricity), raw materials expense (chemicals and denaturant), and direct labor costs.

Shipping costs on modified and wet distiller’s grains are included in cost of revenues.

Inventory Valuation

Ethanol inventory, raw materials, work-in-process, and parts inventory are valued using methods which approximate the lower of cost (first-in, first-out) or market. Distillers grains and related products are stated at net realizable value. In the valuation of inventories and purchase and sale commitments, market is based on current replacement values except that it does not exceed net realizable values and is not less than net realizable values reduced by allowances for approximate normal profit margin.

7

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2015 and 2014





Investment in commodities contracts, derivative instruments and hedging activities

The Company is exposed to certain risks related to its ongoing business operations.  The primary risks that the Company manages by using forward or derivative instruments are price risk on anticipated purchases of corn and natural gas and the sale of ethanol, distillers grains and distillers corn oil.
 
The Company is subject to market risk with respect to the price and availability of corn, the principal raw material the Company uses to produce ethanol and ethanol by-products.  In general, rising corn prices result in lower profit margins and, therefore, represent unfavorable market conditions.  This is especially true when market conditions do not allow the Company to pass along increased corn costs to its customers.  The availability and price of corn is subject to wide fluctuations due to unpredictable factors such as weather conditions, farmer planting decisions, governmental policies with respect to agriculture and international trade and global demand and supply.

Certain contracts that literally meet the definition of a derivative may be exempted from derivative accounting as normal purchases or normal sales.  Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business.  Contracts that meet the requirements of normal purchases or sales are documented as normal and exempted from the accounting and reporting requirements of derivative accounting.

The Company does not apply the normal purchase and sales exemption for forward corn purchase contracts. As of March 31, 2015, the Company is committed to purchasing 4.1 million bushels of corn on a forward contract basis with an average price of $3.56 per bushel. The total corn purchase contracts represent 20% of the annual plant corn usage.

The Company enters into firm-price purchase commitments with some of our natural gas suppliers under which we agree to buy natural gas at a price set in advance of the actual delivery of that natural gas.  Under these arrangements, the Company assumes the risk of a price decrease in the market price of natural gas between the time this price is fixed and the time the natural gas is delivered.  At March 31, 2015, the Company is committed to purchasing approximately 420,000 MMBtu’s of natural gas with an average price of $3.02 per MMBtu.  The Company accounts for these transactions as normal purchases, and accordingly, does not mark these transactions to market. The natural gas purchases represent approximately 32% of the projected annual plant requirements.

The Company enters into firm-price sales commitments with distillers grains customers under which the Company agrees to sell distillers grains at a price set in advance of the actual delivery of the distillers grains.  Under these arrangements, the Company assumes the risk of a price increase in the market price of distillers grain between the time this price is fixed and the time the distillers grains are delivered.  At March 31, 2015, the Company is committed to selling approximately 31,000 dry equivalent tons of distillers grains with an average price of $131 per ton.  The Company accounts for these transactions as normal sales, and accordingly, does not mark these transactions to market. The distillers grains sales represent approximately 19% of the projected annual plant production.

The Company enters into firm-price sales commitments with distillers corn oil customers under which the Company agrees to sell distillers corn oil at a price set in advance of the actual delivery of the distillers corn oil.  Under these arrangements, the Company assumes the risk of a price increase in the market price of distillers corn oil between the time this price is fixed and the time the distillers corn oil is delivered.  At March 31, 2015, the Company is committed to selling approximately 1,411,000 pounds of distillers corn oil with an average price of $0.28 per pound.  The Company accounts for these transactions as normal sales, and accordingly, does not mark these transactions to market. The distillers corn oil sales represent approximately 11% of the projected annual plant production.

The Company does not have any firm-priced sales commitments for ethanol as of March 31, 2015.
 
The Company enters into short-term forward, option and futures contracts for corn and natural gas as a means of managing exposure to changes in commodity and energy prices. The Company enters into short-term forward, option and futures contracts for sales of ethanol to manage exposure to changes in energy prices. All of the Company's derivatives are designated as non-hedge

8

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2015 and 2014




derivatives, and accordingly are recorded at fair value with changes in fair value recognized in net income. Although the contracts are considered economic hedges of specified risks, they are not designated as and accounted for as hedging instruments.

As part of its trading activity, the Company uses futures and option contracts offered through regulated commodity exchanges to reduce risk and we are exposed to risk of loss in the market value of inventories. To reduce that risk, the Company generally take positions using forward and futures contracts and options.

Derivatives not designated as hedging instruments at March 31, 2015 and December 31, 2014 were as follows:
 
 
Balance Sheet Classification
 
March 31, 2015
 
December 31, 2014*
 
 
 
 
 
 
 
Forward contracts in gain position
 
Current Assets
 
$
23,822

 
$
105,813

Futures contracts in gain position
 
Current Assets
 
253,213

 
9,112

Futures contracts in loss position
 
Current Assets
 

 
(109,200
)
Total forward and futures contracts
 
 
 
277,035

 
5,725

Cash held by broker
 
 
 
778,145

 
1,451,734

 
 
Current Assets
 
$
1,055,180

 
$
1,457,459

 
 
 
 
 
 
 
Forward contracts in loss position
 
(Current Liabilities)
 
$
(514,729
)
 
$
(1,447,513
)
*Derived from audited financial statements.

Futures contracts and cash held by broker are all with one party and the right of offset exists. Therefore, on the balance sheet, these items are netted in one balance regardless of position.

Forward contracts are with multiple parties and the right of offset does not exist. Therefore, these contracts are reported at the gross amounts on the balance sheet.

Realized and unrealized gains and losses related to derivative contracts related to corn and natural gas purchases are included as a component of cost of revenues and derivative contracts related to ethanol sales are included as a component of revenues in the accompanying financial statements.
 
 
 Statement of Operations
 
Three Months Ended March 31,
 
 
Classification
 
2015
 
2014
Net realized and unrealized gains (losses) related to purchase contracts:
 
 
 
 
 
 
Futures contracts
 
Cost of Revenues
 
$
679,752

 
$
(2,713,674
)
Forward contracts
 
Cost of Revenues
 
(110,138
)
 
14,151


Investments

The Company has investment interests in five companies in related industries. All of these interests are at ownership shares less than 20%. These investments are flow-through entities and are being accounted for by the equity method of accounting under which the Company’s share of net income is recognized as income in the Company’s statements of income and added to the investment account.  Distributions or dividends received from the investments are treated as a reduction of the investment account. The Company consistently follows the practice of recognizing the net income from investments based on the most recent reliable data. 

9

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2015 and 2014





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 amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the fair value of derivative financial instruments, lower of cost or market accounting for inventory and forward purchase contracts and goodwill impairment evaluation.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. Early adoption is not permitted. The updated standard becomes effective for the Company in the first quarter of fiscal year 2017. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The guidance eliminates from GAAP the concept of extraordinary items. ASU 2015-01 eliminates the separate presentation of extraordinary items but does not change the requirement to disclose material items that are unusual or infrequent in nature. Eliminating the concept of extraordinary items will allow the entity to no longer have to assess whether a particular event or transaction is both unusual in nature and infrequent in occurrence. This update will be effective for interim and annual periods beginning after December 15, 2015. The Company is currently assessing the impact that this guidance will have on its consolidated financial statements, but does not expect the guidance to have a material impact on the Company's consolidated financial statements.

NOTE 3.     INVENTORY

Inventory consisted of the following as of March 31, 2015 and December 31, 2014:

 
 
March 31, 2015
 
December 31, 2014*
Raw materials
 
$
3,130,487

 
$
3,815,780

Finished goods
 
641,826

 
689,276

Work in process
 
527,316

 
571,521

Parts inventory
 
1,034,953

 
1,030,069

 
 
$
5,334,582

 
$
6,106,646


*Derived from audited financial statements.

NOTE 4.    INVESTMENTS

Dakota Ethanol has a 7% investment interest in the company’s ethanol marketer, Renewable Products Marketing Group, LLC (RPMG).  The net income which is reported in the Company’s income statement for RPMG is based on RPMG’s December 31, 2014 unaudited interim results. The carrying amount of the Company’s investment was approximately $1,850,000 and $1,748,000 as of March 31, 2015 and December 31, 2014, respectively.

Dakota Ethanol has a 9% investment interest in Prairie Gold Venture Partnership, LLC (PGVP), a venture capital fund investing in cellulosic ethanol production.  The net income which is reported in the Company’s income statement for PGVP is based on

10

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2015 and 2014




PGVP’s December 31, 2014 unaudited interim financials. The carrying amount of the Company’s investment was approximately $1,174,000 as of March 31, 2015 and December 31, 2014.

Dakota Ethanol has a 10% investment interest in Lawrenceville Tanks, LLC (LT), a partnership which owns and operates an ethanol storage terminal in Georgia.  The net income which is reported in the Company’s income statement for LT is based on LT’s March 31, 2015 unaudited interim results. The carrying amount of the Company’s investment was approximately $578,000 and $540,000 as of March 31, 2015 and December 31, 2014, respectively.

Lake Area Corn Processors has a 10% investment interest in Guardian Hankinson, LLC (GH), a partnership to operate an ethanol plant in North Dakota.  The net income which is reported in the Company’s income statement for GH is based on GH’s March 31, 2015 unaudited interim results. The carrying amount of the Company’s investment was approximately $13,123,000 and $19,720,000 as of March 31, 2015 and December 31, 2014, respectively.

Lake Area Corn Processors has a 17% investment interest in Guardian Energy Management, LLC (GEM), a partnership to provide management services to ethanol plants.  The net income which is reported in the Company’s income statement for GEM is based on GEM’s March 31, 2015 unaudited interim results. The carrying amount of the Company’s investment was approximately $33,000 as of March 31, 2015 and December 31, 2014.

Condensed, combined unaudited financial information of the Company’s investments in RPMG, PGVP, LT, GH and GEM is as follows:
Balance Sheet
 
March 31, 2015
 
December 31, 2014
Current Assets
 
$
165,247,407

 
$
209,600,962

Other Assets
 
172,864,598

 
176,468,346

Current Liabilities
 
116,755,263

 
95,234,540

Long-term Debt
 
28,762,695

 
34,280,219

Members' Equity
 
192,594,045

 
256,554,549

 
 
 
 
 
 
 
Three Months Ended
Income Statement
 
March 31, 2015
 
March 31, 2014
Revenue
 
$
63,853,873

 
$
87,414,233

Gross Profit
 
12,013,364

 
26,927,292

Net Income
 
5,913,421

 
20,363,978


The following table shows the condensed financial information of Guardian Hankinson, which represents greater than 10% of the Company's net income as of March 31, 2015

Balance Sheet
 
March 31, 2015
 
December 31, 2014
Current Assets
 
$
17,755,377

 
$
90,121,911

Other Assets
 
153,508,295

 
157,660,672

Current Liabilities
 
11,270,853

 
16,384,133

Long-term Debt
 
28,762,695

 
34,264,219

Members' Equity
 
131,230,124

 
197,134,231

 
 
 
 
 
 
 
Three Months Ended
Income Statement
 
March 31, 2015
 
March 31, 2014
Revenue
 
$
59,727,104

 
$
84,966,199

Gross Profit
 
9,038,746

 
24,883,705

Net Income
 
4,095,892

 
19,300,522



11

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2015 and 2014




The Company recorded equity in net income of approximately $410,000 and $2,136,000 from GH for the three months ended March 31, 2015 and 2014, respectively. The Company recorded equity in net income of approximately $134,000 and $80,000 from its other investments for the three months ended March 31, 2015 and 2014, respectively. The Company has undistributed net earnings in investees of approximately $2,414,000 and $8,880,000 as of March 31, 2015 and December 31, 2014, respectively.

NOTE 5.    REVOLVING OPERATING NOTE

On November 11, 2014, Dakota Ethanol executed a revolving promissory note from Farm Credit Services of America (FCSA) in on amount up to $10,000,000 or the amount available in accordance with the borrowing base calculation. Interest on the outstanding principal balances will accrue at 300 basis points above the 1 month LIBOR rate and is not subject to a floor. The rate was 3.15% at March 31, 2015. There is a non-use fee of 0.25% on the unused portion of the $10,000,000 availability. The note is collateralized by the ethanol plant and equipment, its accounts receivable and inventory. The note expires on November 1, 2016. On March 31, 2015, Dakota Ethanol had $0 outstanding and $5,118,000 available to be drawn on the revolving promissory note under the borrowing base.

NOTE 6.    LONG-TERM NOTES PAYABLE

Dakota Ethanol has a long-term note payable with FCSA. As part of the note payable agreements, Dakota Ethanol is subject to certain restrictive covenants establishing financial reporting requirements, distribution and capital expenditure limits, debt service coverage ratios and minimum working capital requirements. The note is collateralized by the ethanol plant and equipment, its accounts receivable and inventory.

On November 11, 2014, Dakota Ethanol executed a revolving promissory note from FCSA in the amount of $15,000,000. The amount Dakota Ethanol can borrow on the note decreases by $750,000 semi-annually starting on April 1, 2015 until the maximum balance reaches $7.5 million on October 1, 2019. The note matures on October 1, 2024. Interest on the outstanding principal balance will accrue at 325 basis points above the 1 month LIBOR rate and is not subject to a floor. The rate was 3.40% at March 31, 2015. The note contains a non-use fee of 0.5% on the unused portion of the note. On March 31, 2015, Dakota Ethanol had $1,000 outstanding and $14,999,000 available to be drawn on the note.

The balances of the notes payable are as follows:
 
 
March 15, 2015
 
December 31, 2014*
 
 
 
 
 
Notes payable - FCSA
 
$
1,000

 
$
1,000

Note payable - Other
 
5,517

 
13,708

 
 
6,517

 
14,708

Less current portion
 
(5,517
)
 
(13,708
)
 
 
$
1,000

 
$
1,000


*Derived from audited financial statements

Minimum principal payments for the next five years are estimated as follows:

Years Ending March 31,
 
Amount
2016
 
$
5,517

2017
 

2018
 

2019
 

2020
 

Thereafter
 
1,000



12

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2015 and 2014




NOTE 7.    FAIR VALUE MEASUREMENTS

The Company complies with the fair value measurements and disclosures standard which defines fair value, establishes a framework for measuring fair value, and expands disclosure for those assets and liabilities carried on the balance sheet on a fair value basis.

The Company’s balance sheet contains derivative financial instruments that are recorded at fair value on a recurring basis. Fair value measurements and disclosures require that assets and liabilities carried at fair value be classified and disclosed according to the process for determining fair value. There are three levels of determining fair value.

Level 1 uses quoted market prices in active markets for identical assets or liabilities.

Level 2 uses observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3 uses unobservable inputs that are not corroborated by market data.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Derivative financial instruments. Commodity futures and options contracts are reported at fair value utilizing Level 1 inputs. For these contracts, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes and live trading levels from the CBOT and NYMEX markets. Over-the-counter commodity options contracts are reported at fair value utilizing Level 2 inputs. For these contracts, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes and live trading levels from the over-the-counter markets. Forward purchase contracts are reported at fair value utilizing Level 2 inputs. For these contracts, the Company obtains fair value measurements from local grain terminal bid values. The fair value measurements consider observable data that may include live trading bids from local elevators and processing plants which are based off the CBOT markets.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

13

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2015 and 2014




 
 
 Total
 
 Level 1
 
 Level 2
 
 Level 3
March 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Derivative financial instruments, futures contracts
 
$
253,213

 
$
253,213

 
$

 
$

forward contracts
 
23,822

 

 
23,822

 

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Derivative financial instruments, forward contracts
 
$
(514,729
)
 
$

 
$
(514,729
)
 
$

 
 
 
 
 
 
 
 
 
December 31, 2014*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Derivative financial instruments, futures contracts
 
$
9,112

 
$
9,112

 
$

 
$

forward contracts
 
105,813

 

 
105,813

 

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Derivative financial instruments, futures contracts
 
$
(109,200
)
 
$
(109,200
)
 
$

 
$

forward contracts
 
(1,447,513
)
 

 
(1,447,513
)
 

*Derived from audited financial statements.

During the three months ended March 31, 2015, the Company did not make any changes between Level 1 and Level 2 assets and liabilities. As of March 31, 2015 and December 31, 2014, the Company did not have any Level 3 assets or liabilities.



14

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2015 and 2014




NOTE 8.    RELATED PARTY TRANSACTIONS

Dakota Ethanol has a 7% interest in RPMG, and Dakota Ethanol has entered into marketing agreements with RPMG for the exclusive rights to market, sell and distribute the entire ethanol, dried distiller's grains and corn oil inventories produced by Dakota Ethanol.  The marketing fees are included in net revenues.
Sales and marketing fees related to the agreements are as follows:
 
Three Months Ended March 31
 
2015
 
2014
 
 
 
 
Revenues ethanol
$
15,535,649

 
$
30,921,477

Revenues distiller's grains and corn oil
1,705,629

 
2,589,760

 
 
 
 
Marketing fees ethanol
42,246

 
32,903

Marketing fees distiller's grains and corn oil
15,100

 
14,667

 
 
 
 
 
March 31, 2015
 
December 31, 2014*
Amounts due included in accounts receivable
$
2,558,934

 
$
246,560

*Derived from audited financial statements.
NOTE 9.    COMMITMENTS

Tank farm project - Dakota Ethanol has committed to contracts to expand the ethanol tank farm and shipping equipment. The total value of the contracts is approximately $4 million. The project is expected to be completed in the third quarter of 2015. Dakota Ethanol will pay for the upgrades with cash flows from operations and the long-term revolving debt currently in place.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
We prepared the following discussion and analysis to help you better understand our financial condition, changes in our financial condition, and results of operations for the three month period ended March 31, 2015, compared to the same period of the prior year. This discussion should be read in conjunction with the consolidated financial statements and the Management's Discussion and Analysis section for the fiscal year ended December 31, 2014, included in the Company's Annual Report on Form 10-K for 2014.

Disclosure Regarding Forward-Looking Statements

This report contains historical information, as well as forward-looking statements that involve known and unknown risks and relate to future events, our future financial performance, or our expected future operations and actions. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "future," "intend," "could," "hope," "predict," "target," "potential," "continue" or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions based on current information and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the reasons described in this report and our annual report on Form 10-K for the fiscal year ended December 31, 2014.

The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We undertake no duty to update these forward-looking statements, even though our situation may change in the future. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements. We caution you not to put undue reliance on any forward-looking

15


statements, which speak only as of the date of this report.  You should read this report and the documents that we reference in this report and have filed as exhibits completely and with the understanding that our actual future results may be materially different from what we currently expect.  We qualify all of our forward-looking statements by these cautionary statements.
 
Overview
 
Lake Area Corn Processors, LLC is a South Dakota limited liability company that owns and manages its wholly-owned subsidiary, Dakota Ethanol, LLC. Dakota Ethanol, LLC owns and operates an ethanol plant located near Wentworth, South Dakota that has a nameplate production capacity of 40 million gallons of ethanol per year. Lake Area Corn Processors, LLC is referred to in this report as "LACP," the "company," "we," or "us." Dakota Ethanol, LLC is referred to in this report as "Dakota Ethanol" "we" "us" or the "ethanol plant."

Our revenue is derived from the sale and distribution of our ethanol, distillers grains and corn oil.  The ethanol plant currently operates in excess of its nameplate capacity, producing approximately 48 million gallons of ethanol per year.  Corn is supplied to us primarily from our members who are local agricultural producers and from purchases of corn on the open market. We have engaged Renewable Products Marketing Group, Inc. ("RPMG, Inc.") to market all of the ethanol and corn oil that we produce at the ethanol plant. Further, RPMG, Inc. markets all of the distillers grains that we produce that we do not market internally to local customers.

We recently completed approximately $7 million in capital improvements to the ethanol plant related to various equipment upgrades designed to improve our energy efficiency and increase our total production by eliminating bottlenecks in our production process. We financed the plant upgrades using cash from our operations and amounts we had available to borrow on our long-term revolving debt.

During the first quarter of our 2015 fiscal year, we declared and paid one distribution in the amount of $0.10 per membership unit, in addition to composite tax payments made on our members' behalf, for a total distribution of $3,065,512.

Results of Operations

Comparison of the Fiscal Quarters Ended March 31, 2015 and 2014

The following table shows the results of our operations and the percentage of revenues, cost of revenues, operating expenses and other items to total revenues in our consolidated statements of income for the fiscal quarters ended March 31, 2015 and 2014:
 
 
2015
 
2014
Income Statement Data
 
Amount
 
%
 
Amount
 
%
Revenues
 
$
20,715,145

 
100.0

 
$
38,291,090

 
100.0

 
 
 
 
 
 
 
 
 
Cost of Revenues
 
20,006,014

 
96.6

 
27,423,861

 
71.6

 
 
 
 
 
 
 
 
 
Gross Profit
 
709,131

 
3.4

 
10,867,229

 
28.4

 
 
 
 
 
 
 
 
 
Operating Expense
 
1,076,933

 
5.2

 
1,033,381

 
2.7

 
 
 
 
 
 
 
 
 
Income (Loss) from Operations
 
(367,802
)
 
(1.8
)
 
9,833,848

 
25.7

 
 
 
 
 
 
 
 
 
Other Income
 
606,751

 
2.9

 
2,140,455

 
5.6

 
 
 
 
 
 
 
 
 
Net Income
 
$
238,949

 
1.2

 
$
11,974,303

 
31.3


Revenues

Revenue from ethanol sales decreased by approximately 50% during our first quarter of 2015 compared to the same period of 2014. Revenue from distillers grains sales decreased by approximately 34% during our first quarter of 2015 compared to the same period of 2014. Revenue from corn oil sales increased by approximately 13% during our first quarter of 2015 compared to the same period of 2014. Operating margins were significantly reduced during our first quarter of 2015 compared to the same period of 2014, primarily due to significantly lower ethanol prices which were not offset by comparable reductions in corn prices.


16


Ethanol

Our ethanol revenue was approximately $15.4 million less during our first quarter of 2015 compared to our first quarter of 2014, a decrease of approximately 50%. This decrease in ethanol revenue was due to a decrease in the average price we received for the ethanol we sold during our first quarter of 2015 compared to our first quarter of 2014 along with a decrease in the volume of ethanol we sold during the 2015 period. We sold approximately 2% fewer gallons of ethanol during our first quarter of 2015 compared to the same period of 2014, a decrease of approximately 211,000 gallons, due to more plant downtime for maintenance.
 
The average price we received for our ethanol was approximately $1.22 per gallon less during our first quarter of 2015 compared to our first quarter of 2014, a decrease of approximately 49%. Management attributes this decrease in ethanol prices with lower corn prices and lower gasoline prices along with an increase in ethanol supplies in the market during our first quarter of 2015 which all combined to decrease market ethanol prices. Further, ethanol prices were unusually high during our first quarter of 2014 due to rail logistics issues which impacted the supply of ethanol in the market. Since rail shipments were delayed, it constricted the supply of ethanol in the market which resulted in higher ethanol prices. However, many ethanol producers were unable to take full advantage of these higher prices because they could not efficiently transport ethanol to the market.

Since the end of our first quarter of 2015, operating margins have improved due to rising ethanol prices. Management anticipates that we will continue to operate the ethanol plant at capacity unless the ethanol industry experiences unfavorable operating margins. These unfavorable operating margins might occur if the United States Environmental Protection Agency (EPA) decides to reduce the ethanol use requirement associated with Federal Renewable Fuels Standard (RFS). Management believes that the EPA will soon make an announcement regarding the RFS volume requirements for both 2014 and 2015 which could have a significant impact on the ethanol industry. If the EPA elects to reduce the RFS, it could result in decreased profitability in the ethanol industry which could negatively impact our operating margins.

Distillers Grains

Our total distillers grains revenue decreased by approximately 34% during our first quarter of 2015 compared to the same period of 2014 due to decreased distillers grains prices partially offset by increased distillers grains sales. For our first quarter of 2015, we sold approximately 27% of our total distillers grains in the dried form and approximately 73% of our total distillers grains in the modified/wet form. By comparison, for our first quarter of 2014, we sold approximately 29% of our total distillers grains in the dried form and approximately 71% of our total distillers grains in the modified/wet form. We determine the mix between dried distillers grains and modified/wet distillers grains we sell based on market conditions and the relative profitability of selling the different forms of distillers grains. We consume additional natural gas when we produce dried distillers grains as compared to modified/wet distillers grains which can impact the profit we generate from sales of dried distillers grains. Management anticipates that we will maintain the current mix between dried distillers grains and modified/wet distillers grains going forward unless market conditions change in a way that favors one product over the other.

The average price we received for our dried distillers grains was approximately 45% less during our first quarter of 2015 compared to the same period of 2014, a decrease of approximately $81 per ton. The average price we received for our modified/wet distillers grains was approximately 25% less for our first quarter of 2015 compared to the same period of 2014, a decrease of approximately $46 per ton. Management attributes the decrease in the selling price of our distillers grains with decreasing corn and feed prices. Distillers grains prices typically fluctuate based on the price of corn, soy bean meal and other competing feed products. Due to increased corn supplies and anticipated corn production during the current crop year, corn prices have continued lower which management believes will result in lower distillers prices for the rest of our 2015 fiscal year.
    
Corn Oil

Our total pounds of corn oil sold increased by approximately 21% during our first quarter of 2015 compared to the same period of 2014, an increase of approximately 494,000 pounds, primarily due to improved oil extraction efficiencies. Management anticipates that corn oil production will continue to be variable based on the total production of ethanol at our plant and by operating efficiencies we achieve at the ethanol plant. Partially offsetting the increase in corn oil sales was a decrease in the average price we received for our corn oil of approximately 7% for our first quarter of 2015 compared to the same period of 2014, a decrease of approximately $0.02 per pound. This decrease in market corn oil prices was primarily due to lower corn oil demand and increased corn oil supplies in the market. The biodiesel industry has been impacted by recent legislative changes, including the expiration of the biodiesel blenders' tax credit and uncertainty regarding the biodiesel use requirements for 2014 and 2015 under the RFS. Since biodiesel production is a major source of corn oil demand, lower biodiesel demand has impacted corn oil prices. In addition, corn oil prices have been impacted by lower corn prices. Management anticipates continued lower corn oil prices as additional corn oil supply enters the market along with volatile corn oil demand.


17


Cost of Revenues

The primary raw materials we use to produce our products are corn and natural gas. Our cost of revenues relating to corn was approximately 27% less for our first quarter of 2015 compared to the same period of 2014 due to lower corn prices during the 2015 period. Our average cost per bushel of corn decreased by approximately 27% for our first quarter of 2015 compared to our first quarter of 2014. Management attributes the decrease in corn prices with lower market corn prices as a result of the large corn crop which was harvested in the fall of 2014 along with increased corn carryover from the prior corn marketing year. Management anticipates continued lower corn prices during our 2015 fiscal year as a result of the increased corn supplies.

We used a comparable number of bushels of corn during our first quarter of 2015 compared to the same period of 2014. Management anticipates that our corn consumption will increase slightly in our 2015 fiscal year compared to our 2014 fiscal year due to our plant upgrade project which was completed at the end of our 2014 fiscal year to increase our ethanol production.

Our cost of revenues related to natural gas decreased by approximately $1,674,000, a decrease of approximately 51%, for our first quarter of 2015 compared to our first quarter of 2014. This decrease was due to a significant decrease in market natural gas prices during our first quarter of 2015 compared to the same period of 2014 along with decreased natural gas usage due to our plant improvement projects and a milder winter during the 2015 period. During 2014, we experienced unusually high natural gas prices during our first quarter due to the colder winter which resulted in natural gas price spikes. During the 2015 period, we entered into some natural gas supply agreements that were designed to mitigate these natural gas price spikes and we also experienced decreased natural gas costs due to decreased natural gas demand during the 2015 period. Our average cost per MMBtu of natural gas during our first quarter of 2015 was approximately 46% lower compared to the price for our first quarter of 2014. Management anticipates that natural gas prices will remain relatively stable as the market supply of natural gas has returned to more traditional levels. However, if natural gas production problems occur during 2015, it could result in higher natural gas prices which could negatively impact our profitability.

We used approximately 9% fewer MMBtus of natural gas during our first quarter of 2015 compared to the same period of 2014 due to energy efficiency improvements in the plant and decreased dried distillers grains production during the 2015 period. Management anticipates that our natural gas consumption will remain at current levels despite anticipated increases in production due to our energy efficiency projects.

Operating Expenses

Our operating expenses were comparable for our first quarter of 2015 compared to the same period of 2014.

Other Income and Expense

Our income related to our investments was lower for our first quarter of 2015 compared to the same period of 2014 due to reduced profitability in the ethanol industry which impacts our portion of the net income generated by our investments, including Guardian Hankinson, LLC and RPMG, because both are involved in the ethanol industry. We had more interest income during our first quarter of 2015 compared to the same period of 2014 due to having more cash on hand during the 2015 period. In addition, our interest expense was lower during our first quarter of 2015 compared to the same period of 2014 due to having less borrowing on our loans during the 2015 period.

Changes in Financial Condition for the Three Months Ended March 31, 2015

Current Assets

We had less cash on hand at March 31, 2015 compared to December 31, 2014, primarily due to deferred corn payments and distributions which were paid during our 2015 fiscal year. We had more accounts receivable at March 31, 2015 compared to December 31, 2014 due to rising ethanol prices at the end of the first quarter. The decrease in our inventory is due to lower corn inventory and decreases in the market prices of corn which were used to value our inventory at March 31, 2015 compared to market prices at December 31, 2014. We had more unrealized gains on our risk management positions as of March 31, 2015 compared to December 31, 2014. The unrealized gains in our position were offset by a decrease in the cash held by broker which resulted in a net decreased in the value of our derivative financial instruments at March 31, 2015.

Property and Equipment

Our net property and equipment was higher at March 31, 2015 compared to December 31, 2014 as a result of the capital improvements we made, partially offset by regular depreciation of our equipment.

18



Other Assets

The value of our investments was lower at March 31, 2015 compared to December 31, 2014 primarily due to the reduction in the value of our investment in Guardian Hankinson, LLC as a result of a $7,000,000 distribution we received from Guardian Hankinson, LLC during our first quarter of 2015.

Current Liabilities

We had more outstanding checks in excess of bank balances at March 31, 2015 compared to December 31, 2014 due to the timing of transfers between our accounts. We use our revolving loan to pay any checks which are presented for payment which exceed the cash we have available in our accounts. Our accounts payable was significantly lower at March 31, 2015 compared to December 31, 2014 because our corn suppliers typically seek to defer payments for corn that is delivered at the end of the year for tax purposes, which increases our accounts payable at that time. These deferred payments were made early in our first quarter of 2015. We had a lesser liability associated with our derivative financial instruments at March 31, 2015 compared to December 31, 2014 due to having less unrealized losses on our risk management positions at March 31, 2015 related to our forward contracts.

Long-Term Liabilities

Our long-term liabilities were comparable at March 31, 2015 and December 31, 2014.

Liquidity and Capital Resources

Our main sources of liquidity are cash generated from our continuing operations and amounts we have available to draw on our revolving lines of credit. Management does not anticipate that we will need to raise additional debt or equity financing in the next twelve months and management believes that our current sources of liquidity will be sufficient to continue our operations during that time period.

Currently, we have two revolving loans which allow us to borrow funds for working capital. These two revolving loans are described in greater detail below in the section entitled "Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Indebtedness." As of March 31, 2015, we had $1,000 outstanding and $20,117,000 available to be drawn on these revolving loans, after taking into account the borrowing base calculation. Management anticipates that this is sufficient to maintain our liquidity and continue our operations.

The following table shows cash flows for the three months ended March 31, 2015 and 2014:
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Net cash provided by (used in) operating activities
 
$
2,576,606

 
$
(5,178,856
)
Net cash (used in) investing activities
 
(763,721
)
 
(1,583,005
)
Net cash (used for) financing activities
 
(2,938,537
)
 
(4,064,004
)

Cash Flow From Operations. Our operating activities provided cash during the three months ended March 31, 2015 compared to using cash in the same period of 2014, primarily due to decreases in the cash we used for increases in our accounts receivable, inventory, payments of accounts payable and distributions we received from our investments. We had significantly more net income during the 2014 period compared to the 2015 period, which also positively impacted our cash flow for our first quarter of 2014.

Cash Flow From Investing Activities. Our investing activities used less cash during the three months ended March 31, 2015 compared to the same period of 2014 due to more capital expenditures during the 2014 period compared to the 2015 period.

Cash Flow From Financing Activities. Our financing activities used less cash during the three months ended March 31, 2015 compared to the same period of 2014 due to decreased payments on our long-term debt along with decreased distributions during the 2015 period.

Indebtedness
 

19


Effective May 15, 2013, we entered into a comprehensive credit facility with Farm Credit Services of America, PCA and Farm Credit Services of America, FLCA (collectively "FCSA"). Our FCSA credit facility replaced our prior loans with First National Bank of Omaha. Our FCSA credit facility was originally comprised of a $10 million revolving operating line of credit (the "Operating Line") and a $5 million revolving term commitment (the "Term Revolver"). Our FCSA credit facility was amended in December 2013 to add an additional $10 million term loan (the "Term Loan"). In addition, we amended our FCSA loans on November 11, 2014, the primary purpose of which was to replace our $5 million long-term revolving loan and our $10 million term loan with a new $15 million reducing revolving loan. All of our assets, including the ethanol plant and equipment, its accounts receivable and inventory, serve as collateral for our loans with FCSA.

Operating Line

The Operating Line's term was extended in our November 11, 2014 amendment to November 1, 2016. The total amount that we can draw on the Operating Line is restricted by a formula based on the amount of inventory, receivables and equity we have in certain CBOT futures positions. Interest on the Operating Line accrued at the one month London Interbank Offered Rate ("LIBOR") plus 300 basis points. There is a fee of 0.25% on the portion of the Operating Line that we are not using, which is billed quarterly. The interest rate for this loan at March 31, 2015 was 3.15%. As of March 31, 2015, we had $0 outstanding on the Operating Line and $5,118,000 available to be drawn, taking into account the borrowing base calculation.

Reducing Revolving Loan

On November 11, 2014, we executed a loan amendment with FCSA which eliminated our prior term loan and term revolving loan and replaced them with a new $15 million Reducing Revolving Loan. Interest accrues on the Reducing Revolving Loan at a rate of 325 basis points in excess of the one-month LIBOR and we agreed to pay a fee of 0.50% for any unused amount of the Reducing Revolving Loan. The amount we can borrow on the Reducing Revolving Loan decreases by $750,000 semi-annually starting on April 1, 2015 until the maximum balance reaches $7.5 million on October 1, 2019. The Reducing Revolving Loan matures on October 1, 2024. The interest rate for this loan at March 31, 2015 was 3.40%. As of March 31, 2015, we had $1,000 outstanding on the Reducing Revolving Loan and $14,999,000 available to be drawn.

Covenants

Our credit facilities with FCSA are subject to various loan covenants. If we fail to comply with these loan covenants, FCSA can declare us to be in default of our loans. The material loan covenants applicable to our credit facilities are our working capital covenant, local net worth covenant and our debt service coverage ratio. We are required to maintain working capital (current assets minus current liabilities) of at least $6 million. We are required to maintain local net worth (total assets minus total liabilities minus the value of certain investments) of at least $18 million. We are required to maintain a debt service coverage ratio of at least 1.25:1.00.

As of March 31, 2015, we were in compliance with all of our loan covenants. Management's current financial projections indicate that we will be in compliance with our financial covenants for the next 12 months and we expect to remain in compliance thereafter. Management does not believe that it is reasonably likely that we will fall out of compliance with our material loan covenants in the next 12 months. If we fail to comply with the terms of our credit agreements with FCSA, and FCSA refuses to waive the non-compliance, FCSA may require us to immediately repay all amounts outstanding on our loans.

Application of Critical Accounting Policies

Management uses estimates and assumptions in preparing our consolidated financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Of the significant accounting policies described in the notes to our consolidated financial statements, we believe that the following are the most critical:

Derivative Instruments

We enter into short-term forward grain, option and futures contracts as a means of securing corn and natural gas for the ethanol plant and managing exposure to changes in commodity and energy prices. We enter into short-term forward, option and futures contracts for sales of ethanol to manage exposure to changes in energy prices. All of our derivatives are designated as non-hedge derivatives, and accordingly are recorded at fair value with changes in fair value recognized in net income. Although the contracts are considered economic hedges of specified risks, they are not designated as and accounted for as hedging instruments.


20


As part of our trading activity, we use futures and option contracts offered through regulated commodity exchanges to reduce our risk and we are exposed to risk of loss in the market value of inventories. To reduce that risk, we generally take positions using cash and futures contracts and options.

Unrealized gains and losses related to derivative contracts for corn and natural gas purchases are included as a component of cost of revenues and derivative contracts related to ethanol sales are included as a component of revenues in the accompanying financial statements. The fair values of derivative contracts are presented on the accompanying balance sheet as derivative financial instruments.

Goodwill

We record as goodwill the excess of purchase price over the fair value of the identifiable net assets acquired. Annually, as well as when an event triggering impairment may have occurred, the Company is required to perform an impairment test on goodwill. The first step tests for impairment, while the second step, if necessary, measures the impairment. We perform our annual analysis on December 31 of each fiscal year.

Lower of cost or market accounting for inventory

With the significant change in the prices of our main inputs and outputs, the lower of cost or market analysis of inventory can have a significant impact on our financial performance.

The impact of market activity related to pricing of corn and ethanol will require us to continuously evaluate the pricing of our inventory under a lower of cost or market analysis.

Revenue Recognition

Revenue from the production of ethanol and related products is recorded when title transfers to customers. Generally, ethanol and related products are shipped FOB shipping point, based on written contract terms between Dakota Ethanol and its customers. Collectability of revenue is reasonably assured based on historical evidence of collectability between Dakota Ethanol and its customers. Interest income is recognized as earned.

Shipping costs incurred by the Company in the sale of ethanol, dried distiller's grains and corn oil are not specifically identifiable and as a result, revenue from the sale of those products is recorded based on the net selling price reported to the Company from the marketer.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of market fluctuations associated with commodity prices and interest rates as discussed below.  We have no exposure to foreign currency risk as all of our business is conducted in U.S. Dollars. We have loans that are subject to variable interest rates. We use derivative financial instruments as part of an overall strategy to manage market risk. We use cash, futures and option contracts to hedge changes to the commodity prices of corn and natural gas. We do not enter into these derivative financial instruments for trading or speculative purposes, nor do we designate these contracts as hedges for accounting purposes.

Interest Rate Risk

We are exposed to market risk from changes in interest rates. Exposure to interest rate risk results primarily from holding loans which bear variable interest rates. As of March 31, 2015, we had $1,000 outstanding on our variable interest rate loans with interest accruing at a rate of 3.40%. Our variable interest rates are calculated by adding a set basis to LIBOR. If we were to experience a 10% increase in LIBOR, the annual effect such change would have on our income statement, based on the amount we had outstanding on our variable interest rate loans as of March 31, 2015, would be less than $1.

Commodity Price Risk
 

21


We are exposed to market risk from changes in commodity prices.  Exposure to commodity price risk results from our dependence on corn and natural gas in the ethanol production process.  We seek to minimize the risks from fluctuations in the prices of corn and natural gas through the use of hedging instruments.  In practice, as markets move, we actively manage our risk and adjust hedging strategies as appropriate.  Although we believe our hedge positions accomplish an economic hedge against our future purchases, they are not designated as such for hedge accounting purposes, which would match the gain or loss on our hedge positions to the specific commodity purchase being hedged.  We are marking to market our hedge positions, which means as the current market price of our hedge positions changes, the gains and losses are immediately recognized in our cost of revenues.

The immediate recognition of hedging gains and losses can cause net income to be volatile from quarter to quarter due to the timing of the change in value of the derivative instruments relative to the cost and use of the commodity being hedged.  We recorded a decrease to our cost of revenues of approximately $570,000 related to derivative instruments for the quarter ended March 31, 2015. We recorded an increase to our cost of revenues of approximately $2,700,000 related to derivative instruments for the quarter ended March 31, 2014. There are several variables that could affect the extent to which our derivative instruments are impacted by price fluctuations in the cost of corn or natural gas.  However, it is likely that commodity cash prices will have the greatest impact on the derivatives instruments with delivery dates nearest the current cash price.
  
As of March 31, 2015, we were committed to purchasing approximately 4.1 million bushels of corn with an average price of $3.56 per bushel. These corn purchases represent approximately 20% of our expected corn usage for the next 12 months. As of March 31, 2015, we were committed to purchasing approximately 420,000 MMBtu of natural gas with an average price of $3.02 per MMBtu. These natural gas purchases represent approximately 32% of our expected corn usage for the next 12 months. As corn and natural gas prices move in reaction to market trends and information, our income statement will be affected depending on the impact such market movements have on the value of our derivative instruments. Depending on market movements, crop prospects and weather, these price protection positions may cause immediate adverse effects to our financial results, but are designed to produce long-term positive growth for us.

A sensitivity analysis has been prepared to estimate our exposure to corn, natural gas and ethanol price risk. Market risk related to these factors is estimated as the potential change in income resulting from a hypothetical 10% adverse change in the average cost of our corn and natural gas prices and average ethanol price as of March 31, 2015, net of the forward and future contracts used to hedge our market risk for corn and natural gas usage requirements. The volumes are based on our expected use and sale of these commodities for a one year period from March 31, 2015. The results of this analysis, which may differ from actual results, are as follows:
 
 
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
 
Unit of Measure
 
Hypothetical Adverse Change in Price
 
Approximate Adverse Change to Income
Ethanol
58,800,000

 
Gallons
 
10
%
 
$
7,996,800

Corn
17,524,062

 
Bushels
 
10
%
 
$
5,940,657

Natural Gas
903,000

 
MMBTU
 
10
%
 
$
275,415


For comparison purposes, our sensitivity analysis for our first quarter of 2014 is set forth below.
 
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
 
Unit of Measure
 
Hypothetical Adverse Change in Price
 
Approximate Adverse Change to Income
Ethanol
50,000,000

 
Gallons
 
10
%
 
$
16,050,000

Corn
15,161,947

 
Bushels
 
10
%
 
$
6,368,018

Natural Gas
1,400,000

 
MMBTU
 
10
%
 
$
1,597,400


ITEM 4. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures.


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Our management, including our Chief Executive Officer (the principal executive officer), Scott Mundt, along with our Chief Financial Officer (the principal financial officer), Rob Buchholtz, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2015. Based on this review and evaluation, these officers believe that our disclosure controls and procedures are effective in ensuring that material information related to us is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission.

For the fiscal quarter ended March 31, 2015, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.    OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time in the ordinary course of business, Dakota Ethanol or Lake Area Corn Processors may be named as a defendant in legal proceedings related to various issues, including, worker's compensation claims, tort claims, or contractual disputes. We are not currently involved in any material legal proceedings, directly or indirectly, and we are not aware of any claims pending or threatened against us or any of the managers that could result in the commencement of material legal proceedings.

ITEM 1A. RISK FACTORS.

There have not been any material changes to the risk factors that were previously disclosed on our annual report on Form 10-K for the fiscal year ended December 31, 2014.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.     MINE SAFETY DISCLOSURES

None.

ITEM 5.     OTHER INFORMATION.

None.




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ITEM 6.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed as part of this report.
Exhibit No.
Exhibit
10.1

Third Amendment to Credit Agreement between Farm Credit Services of America, PCA and Farm Credit Services of America, FLCA and Dakota Ethanol, L.L.C. dated May 4, 2015.*
31.1

Certificate Pursuant to 17 CFR 240.13a-14(a)*
31.2

Certificate Pursuant to 17 CFR 240.13a-14(a)*
32.1

Certificate Pursuant to 18 U.S.C. Section 1350*
32.2

Certificate Pursuant to 18 U.S.C. Section 1350*
101

The following financial information from Lake Area Corn Processors, LLC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014, (ii) Consolidated Statements of Income for the three month periods ended March 31, 2015 and 2014, (iii) Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014, and (iv) the Notes to Unaudited Consolidated Financial Statements.**
* Filed herewith.
** Furnished herewith


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
LAKE AREA CORN PROCESSORS, LLC
 
 
Date:
May 14, 2015
 /s/ Scott Mundt
 
Scott Mundt
 
President and Chief Executive Officer
(Principal Executive Officer)
 
 
Date:
May 14, 2015
 /s/ Rob Buchholtz
 
Rob Buchholtz
 
Chief Financial Officer
(Principal Financial and Accounting Officer)



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