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EX-32.2 - CERTIFICATION - LAKE AREA CORN PROCESSORS LLCexhibit322-certification3x.htm
EX-32.1 - CERTIFICATION - LAKE AREA CORN PROCESSORS LLCexhibit321-certification3x.htm
EX-31.2 - CERTIFICATION - LAKE AREA CORN PROCESSORS LLCexhibit312-certification3x.htm
EX-31.1 - CERTIFICATION - LAKE AREA CORN PROCESSORS LLCexhibit311-certification3x.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, 2017
 
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)
 
Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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 12, 2017, 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, 2017
 
December 31, 2016*
 ASSETS
(unaudited)
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
Cash and cash equivalents
$
4,759,867

 
$
9,993,335

Accounts receivable
3,526,624

 
4,054,667

Other receivables
46,182

 
25,216

Inventory
7,961,122

 
6,212,619

Derivative financial instruments
1,080,156

 
1,057,465

Prepaid expenses
232,049

 
237,823

Total current assets
17,606,000

 
21,581,125

 
 
 
 
PROPERTY AND EQUIPMENT
 
 
 
Land
874,473

 
874,473

Land improvements
9,449,920

 
9,449,920

Buildings
8,955,206

 
8,955,206

Equipment
52,614,358

 
52,614,358

Construction in progress
98,842

 

 
71,992,799

 
71,893,957

Less accumulated depreciation
(37,797,223
)
 
(37,069,755
)
Net property and equipment
34,195,576

 
34,824,202

 
 
 
 
OTHER ASSETS
 
 
 
Goodwill
10,395,766

 
10,395,766

Investments
10,075,757

 
11,192,032

Other
100,077

 
122,964

Total other assets
20,571,600

 
21,710,762

 
 
 
 
TOTAL ASSETS
$
72,373,176

 
$
78,116,089

 
 
 
 
 
 
 
 

* Derived from audited financial statements.

See Notes to Unaudited Consolidated Financial Statements.








3


LAKE AREA CORN PROCESSORS, LLC
Consolidated Balance Sheets


 
 
 

March 31, 2017

December 31, 2016*
LIABILITIES AND MEMBERS’ EQUITY
(unaudited)
 
 

 
 
 
CURRENT LIABILITIES
 
 
 
Outstanding checks in excess of bank balance
$
957,350

 
$
1,035,671

Accounts payable
4,095,026

 
7,670,550

Accrued liabilities
347,878

 
592,749

Derivative financial instruments
389,165

 
827,786

Other
91,323

 
141,323

Total current liabilities
5,880,742

 
10,268,079



 

LONG-TERM LIABILITIES

 

Notes payable
1,000

 
1,000

Other
21,556

 
25,556

Total long-term liabilities
22,556

 
26,556



 

COMMITMENTS AND CONTINGENCIES

 



 

MEMBERS' EQUITY (29,620,000 units issued and outstanding)
66,469,878

 
67,821,454



 

TOTAL LIABILITIES AND MEMBERS' EQUITY
$
72,373,176

 
$
78,116,089



 

 

 


* 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, 2017
 
Three Months Ended March 31, 2016
 
 
 
 
REVENUES
$
22,713,628

 
$
21,623,796

 
 
 
 
COSTS OF REVENUES
20,493,173

 
20,369,184

 
 
 
 
GROSS PROFIT
2,220,455

 
1,254,612

 
 
 
 
OPERATING EXPENSES
1,006,572

 
935,234

 
 
 
 
INCOME FROM OPERATIONS
1,213,883

 
319,378

 
 
 
 
OTHER INCOME (EXPENSE)
 
 
 
Interest and other income
13,804

 
5,904

Equity in net income of investments
383,725

 
335,601

Interest expense
(988
)
 
(1,262
)
Total other income
396,541

 
340,243

 
 
 
 
NET INCOME
$
1,610,424

 
$
659,621

 
 
 
 
BASIC AND DILUTED EARNINGS PER UNIT
$
0.05

 
$
0.02

 
 
 
 
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

 
$

 
 
 
 

See Notes to Unaudited Consolidated Financial Statements.

5


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

Three Months Ended March 31, 2017
 
Three Months Ended March 31, 2016


 

OPERATING ACTIVITIES

 

Net income
$
1,610,424

 
$
659,621

Changes to net income affecting cash and cash equivalents

 

Depreciation and amortization
750,354

 
906,111

Distributions in excess of earnings from investments
1,116,275

 
2,093,149

(Increase) decrease in

 

Receivables
507,078

 
(1,055,302
)
Inventory
(1,748,501
)
 
1,038,696

Prepaid expenses
5,774

 
70,524

Derivative financial instruments
(461,312
)
 
(61,939
)
Decrease in


 

Accounts payable
(3,571,000
)
 
(4,758,980
)
Accrued and other liabilities
(298,872
)
 
(79,911
)
NET CASH USED IN OPERATING ACTIVITIES
(2,089,780
)
 
(1,188,031
)


 

INVESTING ACTIVITIES
 
 
 
Insurance proceeds received for damage to equipment

 
1,318,955

Purchase of property and equipment
(103,366
)
 
(1,128,535
)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
(103,366
)
 
190,420



 

FINANCING ACTIVITIES

 

Increase (decrease) in outstanding checks in excess of bank balance
(78,322
)
 
895,957

Distributions paid to members
(2,962,000
)
 

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
(3,040,322
)
 
895,957




 

NET DECREASE IN CASH AND CASH EQUIVALENTS
(5,233,468
)
 
(101,654
)


 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
9,993,335

 
8,329,166




 

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
4,759,867

 
$
8,227,512



 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

Cash paid during the period for interest
$
988

 
$
1,261

Capital expenditures in accounts payable
65,123

 


See Notes to Unaudited Consolidated Financial Statements

6

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2017 and 2016



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. All adjustments are of a normal and recurring nature. The results of operations for the three months ended March 31, 2017 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, 2016, contained in the annual report on Form 10-K for 2016.

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

Inventories are generally valued using methods which approximate the lower of cost (first-in, first-out) or net realizable value. In the valuation of inventories and purchase commitments, net realizable value is based on estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation.


7

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2017 and 2016



Investment in commodities contracts, derivative instruments and hedging activities

The Company is exposed to certain risks related to our 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 us to pass along increased corn costs to our 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, 2017, the Company is committed to purchasing approximately 3.2 million bushels of corn on a forward contract basis with an average price of $3.37 per bushel. The total corn purchase contracts represent 17% of the annual projected plant corn usage.

The Company enters into firm-price purchase commitments with natural gas suppliers under which the Company agrees to buy natural gas at a price set in advance of the actual delivery.  Under these arrangements, the Company assumes the risk of a price decrease in the market price of natural gas between the time the price is fixed and the time the natural gas is delivered.  At March 31, 2017, the Company does not have any firm-price purchase commitments for natural gas. The Company accounts for these transactions as normal purchases, and accordingly, does not mark these transactions to market.

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.  Under these arrangements, the Company assumes the risk of a price increase in the market price of distillers grain between the time the price is fixed and the time the distillers grains are delivered.  At March 31, 2017, the Company is committed to selling approximately 21,000 dry equivalent tons of distillers grains with an average price of $107 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 14% 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.  Under these arrangements, the Company assumes the risk of a price increase in the market price of distillers corn oil between the time the price is fixed and the time the distillers corn oil is delivered.  At March 31, 2017, the Company is committed to selling approximately 672,000 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 6% of the projected annual plant production.

The Company does not have any firm-priced sales commitments for ethanol as of March 31, 2017.
 

8

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2017 and 2016


The Company enters into short-term forward, option and futures contracts for ethanol, corn and natural gas as a means of managing exposure to changes in commodity and energy prices. All of the Company's 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.

As part of our trading activity, the Company uses futures and option contracts offered through regulated commodity exchanges to reduce risk of loss in the market value of inventories and purchase commitments. To reduce that risk, the Company generally takes positions using forward and futures contracts and options.

Derivatives not designated as hedging instruments at March 31, 2017 and December 31, 2016 were as follows:
 
 
Balance Sheet Classification
 
March 31, 2017
 
December 31, 2016*
 
 
 
 
 
 
 
Forward contracts in gain position
 
 
 
$
5,955

 
$
6,491

Futures contracts in gain position
 
 
 
201,750

 
246,900

Futures contracts in loss position
 
 
 
(10,237
)
 
(12,575
)
Total forward and futures contracts
 
 
 
197,468

 
240,816

Cash held by broker
 
 
 
882,688

 
816,649

 
 
Current Assets
 
$
1,080,156

 
$
1,057,465

 
 
 
 
 
 
 
Forward contracts in loss position
 
(Current Liabilities)
 
$
(389,165
)
 
$
(827,786
)
*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
 
2017
 
2016
Net realized and unrealized gains (losses) related to purchase contracts:
 
 
 
 
 
 
Futures contracts
 
Cost of Revenues
 
$
23,287

 
$
255,352

Forward contracts
 
Cost of Revenues
 
(52,026
)
 
(513,126
)

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, 2017 and 2016


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 net realizable value 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 Accounting Standards Update (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. Generally Accepted Accounting Principles (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 2018. 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 February 2016, FASB issued ASU No. 2016-02, "Leases (Topic 842)” (ASU 2016-02). ASU 2016-02 requires the recognition of lease assets and lease liabilities by lessees for all leases greater than one year in duration and classified as operating leases under previous GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and for interim periods within that fiscal year. The Company does not expect this standard to have a material impact on the Company's consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15 (ASU 2016-15), "Statement of Cash Flows (Topic 230)" (ASU 2016-15). ASU 2016-15 clarifies and provides guidance for specific cash flow issues. The guidance addresses classification for proceeds from insurance settlements and distributions received from equity method investees. ASU 2016-15 is effective for fiscal periods beginning after December 15, 2017. The Company has chosen to early adopt the standard. The Company has chosen the nature of distributions approach for equity method distributions. The Company has also adopted the insurance settlement guidance which includes retrospective application to the 2015 cash flow statement. As a result of this retrospective application, cash provided by operations decreased and cash provided by investing activities increased for the three months ended March 31, 2016, by approximately $1,319,000 from amounts previously reported on the Company's Form 10-Q for the quarter ended March 31, 2016.

NOTE 3.     INVENTORY

Inventory consisted of the following as of March 31, 2017 and December 31, 2016:

 
 
March 31, 2017
 
December 31, 2016*
Raw materials
 
$
5,097,905

 
$
3,217,822

Finished goods
 
987,511

 
1,124,660

Work in process
 
516,222

 
593,197

Parts inventory
 
1,359,484

 
1,276,940

 
 
$
7,961,122

 
$
6,212,619


*Derived from audited financial statements.


10

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2017 and 2016




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, 2016 unaudited interim results. The carrying amount of the Company’s investment was approximately $1,318,000 and $1,283,000 as of March 31, 2017 and December 31, 2016, respectively.

Dakota Ethanol has a 6% 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 PGVP’s December 31, 2016 unaudited interim results. The carrying amount of the Company’s investment was approximately $308,000 as of March 31, 2017 and December 31, 2016.

Dakota Ethanol has a 10% investment interest in Lawrenceville Tanks, LLC (LT), a partnership to operate 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, 2017 unaudited interim results. The carrying amount of the Company’s investment was approximately $489,000 and $460,000 as of March 31, 2017 and December 31, 2016, 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, 2017 unaudited interim results. The carrying amount of the Company’s investment was approximately $7,928,000 and $9,108,000 as of March 31, 2017 and December 31, 2016, 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, 2017 unaudited interim results. The carrying amount of the Company’s investment was approximately $33,000 as of March 31, 2017 and December 31, 2016.

Condensed, combined unaudited financial information of the Company’s investments in RPMG, PGVP, LT, GH and GEM is as follows:
Balance Sheet
 
March 31, 2017
 
December 31, 2016
Current Assets
 
$
204,759,814

 
$
178,539,108

Other Assets
 
146,694,022

 
151,378,628

Current Liabilities
 
157,893,021

 
140,898,148

Long-term Liabilities
 
67,706,983

 
49,924,355

Members' Equity
 
125,853,832

 
139,095,233

 
 
 
 
 
 
 
Three Months Ended
Income Statement
 
March 31, 2017
 
March 31, 2016
Revenue
 
$
63,425,464

 
$
57,942,150

Gross Profit
 
6,239,674

 
10,310,354

Net Income
 
3,841,100

 
3,722,116



11

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2017 and 2016


The following table shows the condensed financial information of Guardian Hankinson, which represents greater than 10% of the Company's net income for the three months ended March 31, 2017:
Balance Sheet
 
March 31, 2017
 
December 31, 2016
Current Assets
 
$
27,841,499

 
$
31,337,860

Other Assets
 
129,137,379

 
133,415,881

Current Liabilities
 
10,005,645

 
23,822,812

Long-term Liabilities
 
67,706,983

 
49,856,355

Members' Equity
 
79,266,250

 
91,074,574

 
 
 
 
 
 
 
Three Months Ended
Income Statement
 
March 31, 2017
 
March 31, 2016
Revenue
 
$
60,377,748

 
$
53,567,773

Gross Profit
 
4,326,567

 
7,778,140

Net Income
 
3,191,675

 
2,421,022


The Company recorded equity in net income of approximately $319,000 and $242,000 from GH for the three months ended March 31, 2017 and 2016, respectively. The Company recorded equity in net income of approximately $65,000 and $94,000 from its other investments for the three months ended March 31, 2017 and 2016, respectively.

NOTE 5.    REVOLVING OPERATING NOTE

On November 1, 2016, Dakota Ethanol executed a revolving promissory note from Farm Credit Services of America (FCSA) in the amount up to $10,000,000 or the amount available in accordance with the borrowing base calculation. Interest on the outstanding principal balance will accrue at 300 basis points above the 1 month LIBOR rate and is not subject to a floor. The rate was 3.80% at March 31, 2017. There is a non-use fee of 0.25% on the unused portion of the $10,000,000 availability. The note is collateralized by substantially all assets of the Company. The note expires on November 1, 2018. On March 31, 2017, Dakota Ethanol had $0 outstanding and $6,459,000 available to be drawn on the revolving promissory note under the borrowing base.

NOTE 6.    LONG-TERM NOTES PAYABLE

On November 11, 2014, Dakota Ethanol executed a reducing 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 4.05% at March 31, 2017. The note contains a non-use fee of 0.5% on the unused portion of the note. On March 31, 2017, Dakota Ethanol had $1,000 outstanding and $11,999,000 available to be drawn on the note.

As part of the note payable agreement, Dakota Ethanol is subject to certain restrictive covenants establishing financial reporting requirements, distribution and capital expenditure limits, minimum debt service coverage ratios, net worth and working capital requirements. The note is collateralized by substantially all assets of the Company.

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.


12

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2017 and 2016


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, 2017 and December 31, 2016 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
 
 
 Total
 
 Level 1
 
 Level 2
 
 Level 3
March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Derivative financial instruments,
 
 
 
 
 
 
 
 
  futures contracts
 
$
201,750

 
$
201,750

 
$

 
$

  forward contracts
 
5,955

 

 
5,955

 

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Derivative financial instruments,
 
 
 
 
 
 
 
 
  futures contracts
 
$
(10,237
)
 
$
(10,237
)
 
$

 
$

  forward contracts
 
$
(389,165
)
 
$

 
$
(389,165
)
 
$

 
 
 
 
 
 
 
 
 
December 31, 2016*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Derivative financial instruments,
 
 
 
 
 
 
 
 
  futures contracts
 
$
246,900

 
$
246,900

 
$

 
$

  forward contracts
 
6,491

 

 
6,491

 

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Derivative financial instruments,
 
 
 
 
 
 
 
 
  futures contracts
 
$
(12,575
)
 
$
(12,575
)
 
$

 
$

  forward contracts
 
$
(827,786
)
 
$

 
$
(827,786
)
 
$

*Derived from audited financial statements.

During the three months ended March 31, 2017, the Company did not make any changes between Level 1 and Level 2 assets and liabilities. As of March 31, 2017 and December 31, 2016, the Company did not have any Level 3 assets or liabilities.

13

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2017 and 2016



NOTE 8.    RELATED PARTY TRANSACTIONS

Dakota Ethanol has a 7% interest in RPMG, and Dakota Ethanol has entered into marketing agreements 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.
Revenues and marketing fees related to the agreements are as follows:
 
Three Months Ended March 31
 
2017
 
2016
 
 
 
 
Revenues ethanol
$
18,092,590

 
$
16,218,169

Revenues distiller's dried grains
1,537,054

 
1,132,927

Revenues corn oil
794,516

 
623,910

Marketing fees ethanol
61,260

 
42,057

Marketing fees distiller's dried grains
12,475

 
6,755

Marketing fees corn oil
6,221

 
6,642

 
 
 
 
 
March 31, 2017
 
December 31, 2016*
Amounts due included in accounts receivable
$
3,276,576

 
$
3,695,561

*Derived from audited financial statements.
The Company purchased corn and services from members of its Board of Directors that farm and operate local businesses. The Company also purchased ingredients from RPMG. Purchases during the fiscal quarters ended March 31, 2017 and 2016 totaled approximately $163,000 and $871,000, respectively. As of March 31, 2017 and December 31, 2016, the amount we owed to related parties was approximately $50,000 and $40,000, respectively.

14


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 periods ended March 31, 2017, 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, 2016, included in the Company's Annual Report on Form 10-K for 2016.

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, 2016.

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 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 50 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.

In recent years, the ethanol industry in the United States has increased exports of ethanol and distillers grains. In January 2017, the Chinese issued final tariffs on U.S. distillers grains. The Chinese distillers grains anti-dumping tariffs range from 42.2% to 53.7% and the anti-subsidy tariffs range from 11.2% to 12%. In addition, the Chinese government increased its ethanol import tariff from 5% to 30% as of January 1, 2017. These tariffs have had a negative impact on market ethanol and distillers grains prices in the United States.

In Brazil, UNICA, the Brazilian sugarcane industry, is lobbying the Brazilian government to institute a 16% tariff on imported ethanol. Ethanol producers in Brazil are seeking a 20% tariff. To date, this tariff has not been implemented. However, Brazil is a major source of ethanol demand, and a tariff could negatively impact market ethanol prices in the United States.


15


Results of Operations

Comparison of the Fiscal Quarters Ended March 31, 2017 and 2016

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, 2017 and 2016:
 
 
2017
 
2016
Income Statement Data
 
Amount
 
%
 
Amount
 
%
Revenues
 
$
22,713,628

 
100.0

 
$
21,623,796

 
100.0

 
 
 
 
 
 
 
 
 
Cost of Revenues
 
20,493,173

 
90.2

 
20,369,184

 
94.2

 
 
 
 
 
 
 
 
 
Gross Profit
 
2,220,455

 
9.8

 
1,254,612

 
5.8

 
 
 
 
 
 
 
 
 
Operating Expense
 
1,006,572

 
4.4

 
935,234

 
4.3

 
 
 
 
 
 
 
 
 
Income from Operations
 
1,213,883

 
5.3

 
319,378

 
1.5

 
 
 
 
 
 
 
 
 
Other Income
 
396,541

 
1.7

 
340,243

 
1.6

 
 
 
 
 
 
 
 
 
Net Income
 
$
1,610,424

 
7.1

 
$
659,621

 
3.1


Revenues

Revenue from ethanol sales increased by approximately 11% during our first quarter of 2017 compared to the same period of 2016. Revenue from distillers grains sales decreased by approximately 16% during our first quarter of 2017 compared to the same period of 2016. Revenue from corn oil sales increased by approximately 28% during our first quarter of 2017 compared to the same period of 2016.

Ethanol

Our ethanol revenue was approximately $1,855,000 greater during our first quarter of 2017 compared to our first quarter of 2016, an increase of approximately 11%. This increase in ethanol revenue was due primarily to an increase in the average price we received per gallon of ethanol sold during our first quarter of 2017 compared to our first quarter of 2016. We sold approximately 1% fewer gallons of ethanol during our first quarter of 2017 compared to the same period of 2016, a decrease of approximately 129,000 gallons, due to a reduction in ethanol inventory during the 2016 period. Management anticipates relatively stable production for the rest of our 2017 fiscal year.
 
The average price we received for our ethanol was approximately $0.15 greater per gallon during our first quarter of 2017 compared to our first quarter of 2016, an increase of approximately 12%. Management attributes this increase in ethanol prices with stronger ethanol demand in the market and improved gasoline prices which both impacted ethanol demand and prices during our first quarter of 2017. Management anticipates that ethanol prices could be negatively impacted during our 2017 fiscal year due to uncertainty regarding ethanol exports along with anticipated increases in ethanol production in the United States. If we experience excess ethanol supplies, it could negatively impact the market price of ethanol which could decrease our profitability.

Distillers Grains

Our total distillers grains revenue was approximately 16% less during our first quarter of 2017 compared to the same period of 2016 due to decreased distillers grains prices during the 2017 period. For our first quarter of 2017, we sold approximately 45% of our total distillers grains in the dried form and approximately 55% of our total distillers grains in the modified/wet form. By comparison, for our first quarter of 2016, we sold approximately 26% of our total distillers grains in the dried form and approximately 74% 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. 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. We sold a comparable number of total tons of distillers grains during both our first quarter of 2017 and the same period of 2016.


16


The average price we received for our dried distillers grains was approximately 21% less during our first quarter of 2017 compared to the same period of 2016, a decrease of approximately $24 per ton. Management attributes the decrease in dried distillers grains prices during the 2017 period with uncertainty in the export market for distillers grains due to the Chinese distillers grains tariffs. The average price we received for our modified/wet distillers grains, on a dry-equivalent basis, was approximately 11% less for our first quarter of 2017 compared to the same period of 2016, a decrease of approximately $14 per ton. Management attributes this decrease in modified/wet distillers grains prices with ample corn supplies in our local market along with additional distillers grains supply due to the Chinese tariffs. China has historically been the largest export market for distillers grains. Due to the Chinese tariffs, the export market for distillers grains has been significantly impacted. Management anticipates that distillers grains prices will remain lower during our 2017 fiscal year unless China reduces or eliminates these tariffs.
    
Corn Oil

Our total pounds of corn oil sold increased by approximately 16% during our first quarter of 2017 compared to the same period of 2016, an increase of approximately 408,000 pounds, primarily due to decreased downtime for our corn oil extraction equipment. 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. The average price we received for our corn oil was approximately 10% greater for our first quarter of 2017 compared to the same period of 2016, an increase of approximately $0.02 per pound. Management believes this increase in corn oil prices was primarily due to increased biodiesel demand which positively impacts corn oil prices along with soybean oil prices. Soybean oil is another feedstock which is used to produce biodiesel so when soybean oil prices increase, it typically benefits the market price of corn oil. Despite the expiration of the biodiesel blenders' tax credit, corn oil prices have remained higher. However, biodiesel production may not continue at its current level, especially if the biodiesel blenders' credit is not renewed.

Cost of Revenues

The primary raw materials we use to produce ethanol and distillers grains are corn and natural gas.

Corn

Our cost of revenues relating to corn was approximately 1% less for our first quarter of 2017 compared to the same period of 2016 due to the net effect of higher corn consumption and decreased corn costs per bushel during the 2017 period.

Our average cost per bushel of corn decreased by approximately 4% for our first quarter of 2017 compared to our first quarter of 2016. Management attributes the decrease in corn prices with the large corn corp harvested in the fall of 2016 along with ample market supplies of corn pushing prices down. Management anticipates that corn prices will remain relatively lower into the foreseeable future as corn is plentiful with relatively stable corn demand.

We consumed approximately 3% more bushels of corn during our first quarter of 2017 compared to the same period of 2016. Management anticipates that our corn consumption will be consistent in future quarters due to our increased production capacity.

Natural Gas

Our cost of revenues related to natural gas increased by approximately $266,000, an increase of approximately 26%, for our first quarter of 2017 compared to our first quarter of 2016. This increase was due to an increase in market natural gas prices during our first quarter of 2017 compared to the same period of 2016 along with an increase in our natural gas usage during this period.
Our average cost per MMBtu of natural gas during our first quarter of 2017 was approximately 19% greater compared to the cost per MMbtu for our first quarter of 2016. Management attributes this increase in our average natural gas costs with increased demand in other industries during the 2017 period. Management anticipates that natural gas prices will remain relatively stable. However, if natural gas production problems occur, it could result in higher natural gas prices which could negatively impact our profitability.

We used approximately 6% more MMBtus of natural gas during our first quarter of 2017 compared to the same period of 2016 due primarily to increased total production, along with more production of dried distillers grains which requires more natural gas to produce. Management anticipates that our natural gas consumption will remain at current levels for the rest of our 2017 fiscal year.


17


Operating Expenses

Our operating expenses were greater for our first quarter of 2017 compared to the same period of 2016 due primarily to increased wages and benefits to our employees and increased costs related to advertising to fill employment vacancies.

Other Income and Expense

Our interest income was greater for our first quarter of 2017 compared to the same period of 2016 due to having more cash on hand during the 2017 period. Our income related to our investments was higher during our first quarter of 2017 compared to the same period of 2016 due to increased profits we received from our investment in Guardian Hankinson, LLC. Our interest expense was lower during our first quarter of 2017 compared to the same period of 2016 due to having less borrowings outstanding on our loans during the 2017 period.

Changes in Financial Condition for the Three Months Ended March 31, 2017

Current Assets

We had less cash on hand at March 31, 2017 compared to December 31, 2016 due primarily to cash we used during the period for distributions to our members along with deferred corn payments. We had less accounts receivable at March 31, 2017 compared to December 31, 2016 due to lower ethanol values at the end of March. The value of our inventory was higher at March 31, 2017 compared to December 31, 2016 due to an increase in raw material inventory on hand. We also had less finished goods inventory as a result of the timing of our ethanol shipments in relation to the end of our fiscal quarter.

Property and Equipment

The value of our property and equipment was less at March 31, 2017 compared to December 31, 2016 as a result of regular depreciation of our equipment, offset by capital improvements we made during our 2017 fiscal year.

Other Assets

The value of our investments were lower at March 31, 2017 compared to December 31, 2016 primarily due to a reduction in the value of our investment in Guardian Hankinson, LLC as a result of distributions we received from the investment during our 2017 fiscal year, offset by income generated by our investments during that time.

Current Liabilities

We had less outstanding checks in excess of bank balances at March 31, 2017 compared to December 31, 2016 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, 2017 compared to December 31, 2016 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 2017. We had a smaller liability associated with our derivative financial instruments at March 31, 2017 compared to December 31, 2016 due to having less unrealized losses on our forward corn purchase contracts at March 31, 2017 compared to December 31, 2016.

Long-Term Liabilities

Our long-term liabilities were less at March 31, 2017 compared to December 31, 2016 due to the other liability related to long-term pledges payable.

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

18


Condition and Results of Operations - Indebtedness." As of March 31, 2017, we had $1,000 outstanding and $18,458,000 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, 2017 and 2016:
 
 
Three Months Ended March 31,
 
 
2017
 
2016
Net cash used in operating activities
 
$
(2,089,780
)
 
$
(1,188,031
)
Net cash provided by (used in) investing activities
 
(103,366
)
 
190,420

Net cash provided by (used in) financing activities
 
(3,040,322
)
 
895,957


Cash Flow From Operations. Our operating activities used more cash during the three months ended March 31, 2017 compared to the same period of 2016, primarily due to cash we used for inventory purchases along with less cash we received from our investments during the 2017 period.

Cash Flow From Investing Activities. Our investing activities used more cash during the three months ended March 31, 2017 compared to the same period of 2016 due to capital expenditures being offset by insurance proceeds received during the 2016 period.

Cash Flow From Financing Activities. Our financing activities used more cash during the three months ended March 31, 2017 compared to the same period of 2016 due primarily to more cash used for distributions during the 2017 period. In addition, during the 2016 period, the amount of checks we had issued in excess of our bank balances increased by nearly $900,000, which increased cash generated by our financing activities.

Indebtedness
 
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"). We amended our FCSA loans on November 11, 2014, the primary purpose of which was to replace our $5 million Term Revolver and our $10 million Term Loan with a new $15 million reducing revolving loan (the "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 October 28, 2016 amendment to November 1, 2018. 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, 2017 was 3.80%. As of March 31, 2017, we had $0 outstanding on the Operating Line and $6,459,000 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 Revolver 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, 2017 was 4.05%. As of March 31, 2017, we had $1,000 outstanding on the Reducing Revolving Loan and $11,999,000 available to be drawn.


19


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, 2017, 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, option and futures contracts for ethanol, corn and natural gas as a means of managing exposure to changes in commodity and 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.

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 performs 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.

Inventory Valuation

Inventories are generally valued using methods which approximate the lower of cost (first-in, first-out) or net realizable value. In the valuation of inventories and purchase commitments, net realizable value is based on estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation.

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.


20


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, 2017, we had $1,000 outstanding on our variable interest rate loans with interest accruing at a rate of 4.05%. 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, 2017, would be less than $1.

Commodity Price Risk
 
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 combined increase to our cost of revenues of approximately $29,000 related to derivative instruments for the quarter ended March 31, 2017. We recorded a combined increase to our cost of revenues of approximately $257,000 related to derivative instruments for the quarter ended March 31, 2016. 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 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.
  
As of March 31, 2017, we were committed to purchasing approximately 3.2 million bushels of corn with an average price of $3.37 per bushel. These corn purchases represent approximately 17% of our expected corn usage for the next 12 months.

As of March 31, 2017, we had no purchase commitments related to natural gas.

As of March 31, 2017, we were committed to selling approximately 21,000 dry equivalent tons of distillers grains with an average price of $107 per ton. The distillers grains sales represent approximately 14% of the projected annual plant production.

As of March 31, 2017, we were committed to selling approximately 672,000 pounds of distillers corn oil with an average price of $0.28 per pound.  The distillers corn oil sales represent approximately 6% of the projected annual plant production.


21


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, 2017, 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, 2017. 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
52,500,000

 
Gallons
 
10
%
 
$
7,665,000

Corn
16,203,338

 
Bushels
 
10
%
 
$
5,071,645

Natural Gas
1,181,250

 
MMBTU
 
10
%
 
$
321,300


For comparison purposes, our sensitivity analysis for our first quarter of 2016 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
55,000,000

 
Gallons
 
10
%
 
$
6,875,000

Corn
15,997,874

 
Bushels
 
10
%
 
$
4,879,352

Natural Gas
1,237,500

 
MMBTU
 
10
%
 
$
211,613


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.

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, 2017. 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, 2017, 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.

The following risk factors are provided due to material changes from the risk factors previously disclosed in our annual report on Form 10-K. The risk factors set forth below should be read in conjunction with the risk factors section and the Management's Discussion and Analysis section for the fiscal year ended December 31, 2016, included in our annual report on Form 10-K.


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If Brazil implements a tariff on U.S. produced ethanol, it could negatively impact market ethanol prices. Brazil is currently the largest importer of ethanol produced in the United States. However, recently the Brazilian government has discussed implementing a tariff on ethanol produced in the United States and exported to Brazil. Due to current ethanol production levels in the United States, the market price of ethanol has been supported by exports of ethanol. Further, additional ethanol capacity is being constructed which may further increase the domestic supply of ethanol. If Brazil implements a tariff on U.S. ethanol, it could lead to an oversupply of ethanol in the United States which could negatively impact domestic ethanol prices. Ethanol prices may decrease to a level which does not allow us to operate the ethanol plant profitably.

Many ethanol producers are expanding their production capacity which could lead to an oversupply of ethanol in the United States. Recently, many ethanol producers have commenced projects to expand their ethanol production capacities. These expansions could result in a significant increase in the supply of ethanol in the United States. Currently, ethanol prices are supported by ethanol exports which may not continue at their current levels. While many in the ethanol industry are working to increase the amount of ethanol that is used domestically, specifically in the form of E15, which contains 15% ethanol as compared to the 10% ethanol which is used in most current blends, adoption of E15 has not been as rapid as most ethanol producers would like. Also, the additional ethanol capacity which is being constructed may exceed current domestic and export demand. If an oversupply of ethanol were to occur, it could negatively impact domestic ethanol prices which could negatively impact our ability to profitably operate the ethanol plant.

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.

ITEM 6.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed as part of this report.
Exhibit No.
Exhibit
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, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016, (ii) Consolidated Statements of Income for the three month periods ended March 31, 2017 and 2016, (iii) Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016, and (iv) the Notes to Unaudited Consolidated Financial Statements.**
* Filed herewith.
** Furnished herewith.


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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 12, 2017
 /s/ Scott Mundt
 
Scott Mundt
 
President and Chief Executive Officer
(Principal Executive Officer)
 
 
Date:
May 12, 2017
 /s/ Rob Buchholtz
 
Rob Buchholtz
 
Chief Financial Officer
(Principal Financial and Accounting Officer)



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