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EX-32.2 - EXHIBIT 32.2 - LAKE AREA CORN PROCESSORS LLCexhibit322-certification9x.htm
EX-32.1 - CERTIFICATION - LAKE AREA CORN PROCESSORS LLCexhibit321-certification9x.htm
EX-31.2 - CERTIFICATION - LAKE AREA CORN PROCESSORS LLCexhibit312-certification9x.htm
EX-31.1 - CERTIFICATION - LAKE AREA CORN PROCESSORS LLCexhibit311-certification9x.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 September 30, 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 November 14, 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
 
September 30, 2017
 
December 31, 2016*
 ASSETS
(unaudited)
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
Cash and cash equivalents
$
10,923,233

 
$
9,993,335

Accounts receivable
1,559,495

 
4,054,667

Other receivables
13,880

 
25,216

Inventory
7,463,472

 
6,212,619

Derivative financial instruments
707,585

 
1,057,465

Prepaid expenses
78,645

 
237,823

Total current assets
20,746,310

 
21,581,125

 
 
 
 
PROPERTY AND EQUIPMENT
 
 
 
Land
874,473

 
874,473

Land improvements
8,639,219

 
9,449,920

Buildings
8,955,206

 
8,955,206

Equipment
53,037,611

 
52,614,358

Construction in progress
1,862,994

 

 
73,369,503

 
71,893,957

Less accumulated depreciation
(39,238,714
)
 
(37,069,755
)
Net property and equipment
34,130,789

 
34,824,202

 
 
 
 
OTHER ASSETS
 
 
 
Goodwill
10,395,766

 
10,395,766

Investments
19,709,685

 
11,192,032

Other
54,304

 
122,964

Total other assets
30,159,755

 
21,710,762

 
 
 
 
TOTAL ASSETS
$
85,036,854

 
$
78,116,089

 
 
 
 
 
 
 
 

* Derived from audited financial statements.

See Notes to Unaudited Consolidated Financial Statements.








3


LAKE AREA CORN PROCESSORS, LLC
Consolidated Balance Sheets


 
 
 

September 30, 2017

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

 
 
 
CURRENT LIABILITIES
 
 
 
Outstanding checks in excess of bank balance
$
1,376,741

 
$
1,035,671

Accounts payable
4,821,573

 
7,670,550

Accrued liabilities
456,181

 
592,749

Derivative financial instruments
689,178

 
827,786

Current maturities of notes payable
995,333

 

Other
91,323

 
141,323

Total current liabilities
8,430,329

 
10,268,079



 

LONG-TERM LIABILITIES

 

Notes payable
6,985,445

 
1,000

Other
21,556

 
25,556

Total long-term liabilities
7,007,001

 
26,556



 

COMMITMENTS AND CONTINGENCIES

 



 

MEMBERS' EQUITY (29,620,000 units issued and outstanding)
69,599,524

 
67,821,454



 

TOTAL LIABILITIES AND MEMBERS' EQUITY
$
85,036,854

 
$
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 September 30, 2017
 
Three Months Ended September 30, 2016
 
Nine Months Ended September 30, 2017
 
Nine Months Ended September 30, 2016
 
 
 
 
 
 
 
 
REVENUES
$
19,479,798

 
$
20,983,806

 
$
63,806,023

 
$
64,551,832

 
 
 
 
 
 
 
 
COSTS OF REVENUES
17,511,118

 
18,177,658

 
57,594,260

 
57,677,492

 
 
 
 
 
 
 
 
GROSS PROFIT
1,968,680

 
2,806,148

 
6,211,763

 
6,874,340

 
 
 
 
 
 
 
 
OPERATING EXPENSES
834,459

 
878,318

 
2,711,909

 
2,647,867

 
 
 
 
 
 
 
 
INCOME FROM OPERATIONS
1,134,221

 
1,927,830

 
3,499,854

 
4,226,473

 
 
 
 
 
 
 
 
OTHER INCOME (EXPENSE)
 
 
 
 
 
 
 
Interest and other income
12,944

 
5,626

 
52,575

 
31,197

Equity in net income of investments
668,512

 
678,201

 
1,189,949

 
1,546,049

Interest expense
(330
)
 
(1,262
)
 
(2,308
)
 
(3,785
)
Total other income
681,126

 
682,565

 
1,240,216

 
1,573,461

 
 
 
 
 
 
 
 
NET INCOME
$
1,815,347

 
$
2,610,395

 
$
4,740,070

 
$
5,799,934

 
 
 
 
 
 
 
 
BASIC AND DILUTED EARNINGS PER UNIT
$
0.06

 
$
0.09

 
$
0.16

 
$
0.20

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

 
29,620,000

 
29,620,000

 
29,620,000

 
 
 
 
 

 
 
DISTRIBUTIONS DECLARED PER UNIT
$

 
$
0.10

 
$
0.10

 
$
0.20

 
 
 
 
 
 
 
 

See Notes to Unaudited Consolidated Financial Statements.

5


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

Nine Months Ended September 30, 2017
 
Nine Months Ended September 30, 2016


 

OPERATING ACTIVITIES

 

Net income
$
4,740,070

 
$
5,799,934

Changes to net income affecting cash and cash equivalents

 

Depreciation and amortization
2,237,618

 
2,700,166

Distributions in excess of earnings from investments
1,535,051

 
2,682,701

(Increase) decrease in

 

Receivables
2,506,509

 
(2,472,441
)
Inventory
(1,250,853
)
 
2,708,598

Prepaid expenses
159,178

 
165,055

Derivative financial instruments
211,272

 
606,548

(Decrease) in


 

Accounts payable
(2,914,330
)
 
(5,463,377
)
Accrued and other liabilities
(190,569
)
 
(52,884
)
NET CASH PROVIDED BY OPERATING ACTIVITIES
7,033,946

 
6,674,300



 

INVESTING ACTIVITIES
 
 
 
Insurance proceeds received for damage to equipment

 
1,318,955

Purchase of property and equipment
(1,410,191
)
 
(3,383,088
)
Purchase of investments
(10,052,704
)
 

NET CASH (USED IN) INVESTING ACTIVITIES
(11,462,895
)
 
(2,064,133
)


 

FINANCING ACTIVITIES

 

Increase in outstanding checks in excess of bank balance
341,069

 
385,370

Notes payable issued
7,979,778

 

Principal payments on long-term notes payable

 
(55,475
)
Distributions paid to members
(2,962,000
)
 
(5,924,000
)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
5,358,847

 
(5,594,105
)



 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
929,898

 
(983,938
)


 

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

 
8,329,166




 

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
10,923,233

 
$
7,345,228



 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

Cash paid during the period for interest, net of capitalized interest of $52,704 in 2017 and $0 in 2016
$
2,306

 
$
3,783

Capital expenditures in accounts payable
135,003

 
656,954


See Notes to Unaudited Consolidated Financial Statements

6

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 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 six 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 and nine months ended September 30, 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 to the goods and the risks of ownership 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 distillers 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 distillers 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)
September 30, 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 risks 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 September 30, 2017, the Company is committed to purchasing approximately 2.6 million bushels of corn on a forward contract basis with an average price of $3.32 per bushel. The total corn purchase contracts represent 14% 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 September 30, 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 September 30, 2017, the Company is committed to selling approximately 50,000 dry equivalent tons of distillers grains with an average price of $99 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 35% 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 September 30, 2017, the Company is committed to selling approximately 1,794,000 pounds of distillers corn oil with an average price of $0.29 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 16% of the projected annual plant production.

The Company does not have any firm-priced sales commitments for ethanol as of September 30, 2017.
 

8

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 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 September 30, 2017 and December 31, 2016 were as follows:
 
 
Balance Sheet Classification
 
September 30, 2017
 
December 31, 2016*
 
 
 
 
 
 
 
Forward contracts in gain position
 
 
 
$
5,426

 
$
6,491

Futures contracts in gain position
 
 
 
170,463

 
246,900

Futures contracts in loss position
 
 
 
(6,525
)
 
(12,575
)
Total forward and futures contracts
 
 
 
169,364

 
240,816

Cash held by broker
 
 
 
538,221

 
816,649

 
 
Current Assets
 
$
707,585

 
$
1,057,465

 
 
 
 
 
 
 
Forward contracts in loss position
 
(Current Liabilities)
 
$
(689,178
)
 
$
(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 September 30,
 
 
Classification
 
2017
 
2016
Net realized and unrealized gains (losses) related to purchase contracts:
 
 
 
 
 
 
Futures contracts
 
Cost of Revenues
 
$
355,428

 
$
1,128,300

Forward contracts
 
Cost of Revenues
 
(736,938
)
 
(598,874
)
 
 
 
 
 
 
 
 
 
 Statement of Operations
 
Nine Months Ended September 30,
 
 
Classification
 
2017
 
2016
Net realized and unrealized gains (losses) related to purchase contracts:
 
 
 
 
 
 
Futures contracts
 
Cost of Revenues
 
$
451,365

 
$
1,858,623

Forward contracts
 
Cost of Revenues
 
(962,864
)
 
(1,765,789
)


9

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017 and 2016


Investments

The Company has investment interests in six companies in related industries. All of these interests are at ownership shares less than 20%. These investments are all flow-through entities. Per ASC 323-30-S99-1, they 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.
 
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 is currently evaluating the transition methods. The Company anticipates using the retrospective with cumulative effect transition method. The Company expects to have enhanced disclosures but does not expect this standard to have a material impact on the Company's 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 2016 cash flow statement. As a result of this retrospective application, cash provided by operations decreased and cash provided by investing activities increased for the nine months ended September 30, 2016, by approximately $1,319,000 from amounts previously reported on the Company's Form 10-Q for the quarter ended September 30, 2016.



10

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017 and 2016


NOTE 3.     INVENTORY

Inventory consisted of the following as of September 30, 2017 and December 31, 2016:

 
 
September 30, 2017
 
December 31, 2016*
Raw materials
 
$
4,114,722

 
$
3,217,822

Finished goods
 
1,552,504

 
1,124,660

Work in process
 
462,320

 
593,197

Parts inventory
 
1,333,926

 
1,276,940

 
 
$
7,463,472

 
$
6,212,619


*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 June 30, 2017 unaudited interim results. The carrying amount of the Company’s investment was approximately $1,366,000 and $1,283,000 as of September 30, 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 September 30, 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 September 30, 2017 unaudited interim results. The carrying amount of the Company’s investment was approximately $405,000 and $460,000 as of September 30, 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 September 30, 2017 unaudited interim results. The carrying amount of the Company’s investment was approximately $7,545,000 and $9,108,000 as of September 30, 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 September 30, 2017 unaudited interim results. The carrying amount of the Company’s investment was approximately $33,000 as of September 30, 2017 and December 31, 2016.

Lake Area Corn Processors has an 11% investment interest in Ring-neck Energy and Feeds, LLC (REF), a partnership to operate an ethanol plant in South Dakota.  The net income which is reported in the Company’s income statement for REF is based on REF’s September 30, 2017 unaudited interim results. The carrying amount of the Company’s investment was approximately $10,053,000 as of September 30, 2017. 2017 is the initial year for the investment in REF and it is currently under construction.



11

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017 and 2016


Condensed, combined unaudited financial information of the Company’s investments in RPMG, PGVP, LT, GH, GEM and REF is as follows:
Balance Sheet
 
September 30, 2017
 
December 31, 2016
Current Assets
 
$
224,363,318

 
$
178,539,108

Other Assets
 
169,250,980

 
151,378,628

Current Liabilities
 
130,572,608

 
140,898,148

Long-term Liabilities
 
56,567,493

 
49,924,355

Members' Equity
 
206,474,197

 
139,095,233

 
 
 
 
 
 
 
Three Months Ended
Income Statement
 
September 30, 2017
 
September 30, 2016
Revenue
 
$
65,571,510

 
$
61,531,795

Gross Profit
 
9,661,047

 
13,923,350

Net Income
 
5,992,656

 
6,885,415

 
 
 
 
 
 
 
Nine Months Ended
Income Statement
 
September 30, 2017
 
September 30, 2016
Revenue
 
$
190,698,705

 
$
181,299,712

Gross Profit
 
20,668,677

 
37,666,064

Net Income
 
11,491,803

 
16,159,237


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 and nine months ended September 30, 2017:
Balance Sheet
 
September 30, 2017
 
December 31, 2016
Current Assets
 
$
23,566,347

 
$
31,337,860

Other Assets
 
121,646,932

 
133,415,881

Current Liabilities
 
13,893,874

 
23,822,812

Long-term Liabilities
 
56,228,418

 
49,856,355

Members' Equity
 
75,090,987

 
91,074,574

 
 
 
 
 
 
 
Three Months Ended
Income Statement
 
September 30, 2017
 
September 30, 2016
Revenue
 
$
62,471,512

 
$
58,019,407

Gross Profit
 
7,782,145

 
11,684,449

Net Income
 
6,229,570

 
5,936,832

 
 
 
 
 
 
 
Nine Months Ended
Income Statement
 
September 30, 2017
 
September 30, 2016
Revenue
 
$
180,821,741

 
$
169,833,142

Gross Profit
 
14,680,187

 
30,394,537

Net Income
 
10,369,094

 
12,786,712


The Company recorded equity in net income of approximately $623,000 and $1,037,000 from GH for the three and nine months ended September 30, 2017, respectively. The Company recorded equity in net income of approximately $593,000 and $1,278,000 from GH for the three and nine months ended September 30, 2016, respectively. The Company recorded equity in net income of approximately $45,000 and $153,000 from its other investments for the three and nine months ended September 30, 2017,

12

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017 and 2016


respectively. The Company recorded equity in net income of approximately $85,000 and $268,000 from its other investments for the three and nine months ended September 30, 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 4.25% at September 30, 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, 2019. On September 30, 2017, Dakota Ethanol had $0 outstanding and $2,744,000 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 4.30% at September 30, 2017. The note contains a non-use fee of 0.5% on the unused portion of the note. On September 30, 2017, Dakota Ethanol had $1,000 outstanding and $11,249,000 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.

On August 1, 2017, Dakota Ethanol executed a term note from FCSA in the amount of $8,000,000. Dakota Ethanol agreed to make monthly interest payments starting September 1, 2017 and annual principal payments of $1,000,000 starting on August 1, 2018. The notes matures on August 1, 2025. 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 4.50% at September 30, 2017. On September 30, 2017, Dakota Ethanol had $8,000,000 outstanding 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.

The balances of the notes payable are as follows:

 
 
September 30, 2017

 
December 31, 2016*
 
 
 
 
 
Note Payable - FCSA
 
$
8,001,000

 
$
1,000

Less unamortized debt issuance costs
 
(20,222
)
 

 
 
7,980,778

 
1,000

Less current portion
 
(995,333
)
 

 
 
$
6,985,445

 
$
1,000

*Derived from audited financial statements
 
 
 
 

Principal and debt issuance cost maturities for the next five years are estimated as follows:


13

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017 and 2016


 
 
 
 
Unamortized debt
Years Ending September 30,
 
Principal
 
Issuance costs
2018
 
$
1,000,000

 
$
(4,667
)
2019
 
1,000,000

 
(4,083
)
2020
 
1,000,000

 
(3,500
)
2021
 
1,000,000

 
(2,917
)
2022
 
1,000,000

 
(2,333
)
thereafter
 
3,001,000

 
(2,722
)

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.


14

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017 and 2016


The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 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
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Derivative financial instruments,
 
 
 
 
 
 
 
 
  futures contracts
 
$
170,463

 
$
170,463

 
$

 
$

  forward contracts
 
5,426

 

 
5,426

 

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Derivative financial instruments,
 
 
 
 
 
 
 
 
  futures contracts
 
$
(6,525
)
 
$
(6,525
)
 
$

 
$

  forward contracts
 
$
(689,178
)
 
$

 
$
(689,178
)
 
$

 
 
 
 
 
 
 
 
 
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 and nine months ended September 30, 2017, the Company did not make any changes between Level 1 and Level 2 assets and liabilities. As of September 30, 2017 and December 31, 2016, the Company did not have any Level 3 assets or liabilities.

NOTE 8.    RELATED PARTY TRANSACTIONS

Dakota Ethanol has a 6% interest in RPMG, and Dakota Ethanol has entered into marketing agreements for the exclusive rights to market, sell and distribute the entire ethanol, dried distillers grains and corn oil inventories produced by Dakota Ethanol.  The marketing fees are included in net revenues.

15

LAKE AREA CORN PROCESSORS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2017 and 2016


Revenues and marketing fees related to the agreements are as follows:
 
Three Months Ended September 30
 
Nine Months Ended September 30
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Revenues ethanol
$
15,468,141

 
$
16,064,019

 
$
50,916,644

 
$
49,529,339

Revenues distillers dried grains
1,010,769

 
1,734,033

 
3,786,652

 
3,890,337

Revenues corn oil
749,923

 
761,191

 
2,316,938

 
2,058,908

Marketing fees ethanol
61,260

 
42,057

 
183,780

 
126,171

Marketing fees distillers dried grains
6,642

 
10,200

 
28,986

 
23,366

Marketing fees corn oil
5,621

 
6,801

 
17,661

 
19,669

 
 
 
 
 
 
 
 
 
September 30, 2017
 
December 31, 2016*
 
 
 
 
Amounts due included in accounts receivable
$
1,182,457

 
$
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 three and nine months ended September 30, 2017 totaled approximately $212,000 and $898,000, respectively. Purchases during the three and nine months ended September 30, 2016 totaled approximately $306,000 and $1,683,000, respectively. As of September 30, 2017 and December 31, 2016, the amount we owed to related parties was approximately $47,000 and $40,000, respectively.
NOTE 9.    COMMITMENTS

Dakota Ethanol has committed to a contract for the design and construction of a new regenerative thermal oxidizer (RTO) to replace its existing RTO. The value of the contract is approximately $4.6 million. There is approximately $2.9 million remaining as of September 30, 2017. The project is expected to be completed in the second quarter of 2018. The Company will pay for the project with cash flows from operations and the long-term revolving debt currently in place.

NOTE 10.            SUBSEQUENT EVENTS

During November 2017, the Company declared and paid a distribution to its members of $2,962,000, or $0.10 per capital unit, to unit holders of record as of October 1, 2017.


16


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 and nine month periods ended September 30, 2017, compared to the same periods 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.

On July 11, 2017, we made a $10 million investment in Ring-neck Energy & Feed, LLC. Ring-neck Energy & Feed, LLC plans to construct an ethanol plant in Onida, South Dakota. We will have the right to appoint a member of Ring-neck Energy & Feed, LLC's board of managers.

On August 1, 2017, we executed an amendment to our credit agreement with Farm Credit Services of America to create a new $8 million term loan which we used to finance a portion of our investment in Ring-neck Energy & Feed, LLC. We agreed to make annual principal payments of $1 million plus accrued interest starting on August 1, 2018 and annually thereafter until the maturity date on August 1, 2025.

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.

Further, on August 23, 2017, Brazil imposed a twenty percent import tariff on ethanol imported from the United States.

17



Results of Operations

Comparison of the Fiscal Quarters Ended September 30, 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 September 30, 2017 and 2016:
 
 
2017
 
2016
Income Statement Data
 
Amount
 
%
 
Amount
 
%
Revenues
 
$
19,479,798

 
100.0

 
$
20,983,806

 
100.0

 
 
 
 
 
 
 
 
 
Cost of Revenues
 
17,511,118

 
89.9

 
18,177,658

 
86.6

 
 
 
 
 
 
 
 
 
Gross Profit
 
1,968,680

 
10.1

 
2,806,148

 
13.4

 
 
 
 
 
 
 
 
 
Operating Expense
 
834,459

 
4.3

 
878,318

 
4.2

 
 
 
 
 
 
 
 
 
Income from Operations
 
1,134,221

 
5.8

 
1,927,830

 
9.2

 
 
 
 
 
 
 
 
 
Other Income
 
681,126

 
3.5

 
682,565

 
3.3

 
 
 
 
 
 
 
 
 
Net Income
 
$
1,815,347

 
9.3

 
$
2,610,395

 
12.4


Revenues

Revenue from ethanol sales decreased by approximately 4% during our third quarter of 2017 compared to the same period of 2016. Revenue from distillers grains sales decreased by approximately 18% during our third quarter of 2017 compared to the same period of 2016. Revenue from corn oil sales decreased by approximately 1% during our third quarter of 2017 compared to the same period of 2016.

Ethanol

Our ethanol revenue was approximately $615,000 less during our third quarter of 2017 compared to our third quarter of 2016, a decrease of approximately 4%. This decrease in ethanol revenue was due primarily to a decrease in the volume of ethanol we sold, partially offset by an increase in the average price we received per gallon of ethanol sold during our third quarter of 2017 compared to our third quarter of 2016. We sold approximately 9% fewer gallons of ethanol during our third quarter of 2017 compared to the same period of 2016, a decrease of approximately 1,050,000 gallons, due to decreased production at the plant and an increase in our inventory. Management anticipates ethanol production to return to levels comparable to 2016.
 
The average price we received for our ethanol was approximately $0.07 more per gallon during our third quarter of 2017 compared to our third quarter of 2016, an increase of approximately 5%. Management attributes this increase in ethanol prices with higher corn prices which impacted ethanol demand and prices during our third quarter of 2017.

Distillers Grains

Our total distillers grains revenue was approximately 18% less during our third quarter of 2017 compared to the same period of 2016 due to decreased production and decreased distillers grains prices during the 2017 period. For our third quarter of 2017, we sold approximately 30% of our total distillers grains in the dried form and approximately 70% of our total distillers grains in the modified/wet form. By comparison, for our third quarter of 2016, we sold approximately 44% of our total distillers grains in the dried form and approximately 56% 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 sold approximately 2% fewer total tons of distillers grains during our third quarter of 2017 compared to the same period of 2016.

The average price we received for our dried distillers grains was approximately 15% less during our third quarter of 2017 compared to the same period of 2016, a decrease of approximately $18 per ton. Management attributes the decrease in dried distillers grains prices during the third quarter of 2017 with a weaker distillers grain market due to the lack of exports to China

18


and Vietnam. The average price we received for our modified/wet distillers grains, on a dry-equivalent basis, was approximately 17% less for our third quarter of 2017 compared to the same period of 2016, a decrease of approximately $22 per ton. Management attributes this decrease in modified/wet distillers grains prices with a weaker market due to the lack of exports to China and Vietnam. Management anticipates that distillers grains prices will remain lower unless worldwide demand for distillers grains rebounds.
    
Corn Oil

Our total pounds of corn oil sold increased by approximately 2% during our third quarter of 2017 compared to the same period of 2016, an increase of approximately 61,000 pounds, primarily due to decreased downtime for our corn oil extraction equipment. Management anticipates that corn oil production will remain consistent for the rest of our 2017 fiscal year. The average price per pound we received for our corn oil was approximately 4% less for our third quarter of 2017 compared to the same period of 2016.

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 4% less for our third quarter of 2017 compared to the same period of 2016 due to decreased corn consumption and increased corn costs per bushel during the 2017 period.

Our average cost per bushel of corn increased by approximately 6% for our third quarter of 2017 compared to our third quarter of 2016. Management attributes the increase in corn prices with the anticipated lower corn corp harvested in the fall of 2017. Management anticipates that corn prices will be steady for the fourth quarter of our 2017 fiscal year.

We consumed approximately 9% fewer bushels of corn during our third quarter of 2017 compared to the same period of 2016. Management anticipates that our corn consumption will be higher during our fourth quarter of 2017 compared to our third quarter of 2017.

Natural Gas

Our cost of revenues related to natural gas decreased by approximately $189,000, a decrease of approximately 19%, for our third quarter of 2017 compared to our third quarter of 2016. This decrease was primarily due to decreased natural gas volumes during our third quarter of 2017 compared to the same period of 2016.

Our average cost per MMBtu of natural gas during our third quarter of 2017 was approximately 1% greater compared to the cost per MMbtu for our third quarter of 2016. Management attributes this increase in our average natural gas costs with steady supply and steady demand in other industries during the third quarter of 2017.

The volume of natural gas we used decreased by approximately 20% during our third quarter of 2017 compared to the same period of 2016 due primarily to decreased production of dried distillers grains and increased production of distillers grain in the modified/wet form. Management anticipates that our natural gas consumption will remain steady for the rest of our 2017 fiscal year.

Operating Expenses

Our operating expenses were less for our third quarter of 2017 compared to the same period of 2016 due primarily to a decrease in our environmental compliance expenses and other public relations expenses.

Other Income and Expense

Our interest income was greater for our third 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 lower during our third quarter of 2017 compared to the same period of 2016 primarily due to decreased income from our Guardian Hankinson, LLC investment. Our interest expense was lower during our third quarter of 2017 compared to the same period of 2016 due to less principal outstanding on our TIF bond guarantee and more interest capitalized during the 2017 period.


19


Comparison of the Nine Months Ended September 30, 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 nine months ended September 30, 2017 and 2016:
 
 
2017
 
2016
Income Statement Data
 
Amount
 
%
 
Amount
 
%
Revenues
 
$
63,806,023

 
100.0

 
$
64,551,832

 
100.0

 
 
 
 
 
 
 
 
 
Cost of Revenues
 
57,594,260

 
90.3

 
57,677,492

 
89.4

 
 
 
 
 
 
 
 
 
Gross Profit
 
6,211,763

 
9.7

 
6,874,340

 
10.6

 
 
 
 
 
 
 
 
 
Operating Expense
 
2,711,909

 
4.3

 
2,647,867

 
4.1

 
 
 
 
 
 
 
 
 
Income from Operations
 
3,499,854

 
5.5

 
4,226,473

 
6.5

 
 
 
 
 
 
 
 
 
Other Income
 
1,240,216

 
1.9

 
1,573,461

 
2.4

 
 
 
 
 
 
 
 
 
Net Income
 
$
4,740,070

 
7.4

 
$
5,799,934

 
9.0


Revenues

Revenue from ethanol sales increased by approximately 3% during our nine months ended September 30, 2017 compared to the same period of 2016. Revenue from distillers grains sales decreased by approximately 16% during our nine months ended September 30, 2017 compared to the same period of 2016. Revenue from corn oil sales increased by approximately 13% during our nine months ended September 30, 2017 compared to the same period of 2016.

Ethanol

Our ethanol revenue was approximately $1,330,000 greater during our nine months ended September 30, 2017 compared to our nine months ended September 30, 2016, an increase of 3%. This increase in ethanol revenue was due primarily to an increase in the average price we received per gallon of ethanol sold offset by a decrease in the volume of gallons of ethanol sold during our nine months ended September 30, 2017 compared to our nine months ended September 30, 2016. We sold approximately 2% fewer gallons of ethanol during our nine months ended September 30, 2017 compared to the same period of 2016, a decrease of approximately 624,000 gallons, due to decreased sales volumes in combination with an increase in our inventory.
 
The average price we received for our ethanol was approximately $0.06 more per gallon during our nine months ended September 30, 2017 compared to our nine months ended September 30, 2016, an increase of approximately 5%. Management attributes this increase in ethanol prices with stronger ethanol demand in the market and higher corn prices during our nine months ended September 30, 2017.

Distillers Grains

Our total distillers grains revenue was approximately 16% less during our nine months ended September 30, 2017 compared to the same period of 2016 due to decreased distillers grain demand during the 2017 period. For our nine months ended September 30, 2017, we sold approximately 38% of our total distillers grains in the dried form and approximately 62% of our total distillers grains in the modified/wet form. By comparison, for our nine months ended September 30, 2016, we sold approximately 32% of our total distillers grains in the dried form and approximately 68% of our total distillers grains in the modified/wet form. We sold an increased number of total tons of distillers grains during our nine months ended September 30, 2017 compared to the same period of 2016 due to increased production during the 2017 period.

The average price we received for our dried distillers grains was approximately 19% less during our nine months ended September 30, 2017 compared to the same period of 2016, a decrease of approximately $22 per ton. The average price we received for our modified/wet distillers grains, on a dry-equivalent basis, was approximately 15% less for our nine months ended September 30, 2017 compared to the same period of 2016, a decrease of approximately $20 per ton.
    
    

20


Corn Oil

Our total pounds of corn oil sold increased by approximately 11% during our nine months ended September 30, 2017 compared to the same period of 2016, an increase of approximately 845,000 pounds, primarily due to decreased downtime for our corn oil extraction equipment. The average price we received for our corn oil in our nine months ended September 30, 2017 was comparable to the same period of 2016.

Cost of Revenues

Corn

Our cost of revenues relating to corn for our nine months ended September 30, 2017 was approximately 4% less than the same period of 2016. Our average cost per bushel of corn decreased by approximately 2% for our nine months ended September 30, 2017 compared to our nine months ended September 30, 2016. We consumed approximately 2% fewer bushels of corn during our nine months ended September 30, 2017 compared to the same period of 2016.

Natural Gas

Our cost of revenues related to natural gas increased by approximately $294,000, an increase of approximately 10%, for our nine months ended September 30, 2017 compared to our nine months ended September 30, 2016. This increase was due to an increase in market natural gas prices during our nine months ended September 30, 2017 compared to the same period of 2016 along with a decrease in the volume of natural gas we used during our nine months ended September 30, 2017 compared to our nine months ended September 30, 2016.

Our average cost per MMBtu of natural gas during our nine months ended September 30, 2017 was approximately 18% greater compared to the cost per MMbtu for our nine months ended September 30, 2016.

We used approximately 6% fewer MMBtus of natural gas during our nine months ended September 30, 2017 compared to the same period of 2016 primarily due to decreased production of dried distillers grains and an increase in distillers grains in the modified/wet form which requires less natural gas to produce.

Operating Expenses

Our operating expenses were greater for our nine months ended September 30, 2017 compared to the same period of 2016 due primarily to increased wages and benefits, engineering fees and costs related to advertising to fill employment vacancies, partially offset by a decrease in our environmental compliance expenses during the 2017 period.

Other Income and Expense

Our interest income was greater for our nine months ended September 30, 2017 compared to the same period of 2016 due to increased cash on hand. Our income related to our investments was less during our nine months ended September 30, 2017 compared to the same period of 2016 due to decreased income from our Guardian Hankinson, LLC investment. Our interest expense was lower during our nine months ended September 30, 2017 compared to the same period of 2016 due to less principal outstanding on our TIF bond guarantee and more interest capitalized during the 2017 period.

Changes in Financial Condition for the Nine Months Ended September 30, 2017

Current Assets

Our cash on hand at September 30, 2017 was greater compared to December 31, 2016. We had fewer accounts receivable at September 30, 2017 compared to December 31, 2016 due to the timing of our quarter end and shipments of our products. The value of our inventory was higher at September 30, 2017 compared to December 31, 2016 due to the timing of our ethanol shipments.

Property and Equipment

The value of our property and equipment was slightly less at September 30, 2017 compared to December 31, 2016 as a result of depreciation offset by construction on our RTO replacement during our 2017 fiscal year.


21


Other Assets

The value of our investments was higher at September 30, 2017 compared to December 31, 2016 due to our investment in Ring-neck Energy & Feeds, LLC.

Current Liabilities

We had more outstanding checks in excess of bank balances at September 30, 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 September 30, 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 September 30, 2017 compared to December 31, 2016 due to increasing corn prices which impacted the value of our derivative instruments at September 30, 2017 compared to December 31, 2016. Current maturities of notes payable were greater at September 30, 2017 compared to December 31, 2016 as we increased our notes payable.

Long-Term Liabilities

Our long-term liabilities were greater at September 30, 2017 compared to December 31, 2016 due to borrowing related to our investment in Ring-neck Energy & Feed, LLC.

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. 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. In addition, on August 1, 2017, we entered into a new $8 million term loan to offset part of the cost of our investment in Ring-neck Energy & Feed, LLC. These 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 September 30, 2017, we had $1,000 outstanding and $13,993,000 available to be drawn on our 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 nine months ended September 30, 2017 and 2016:
 
 
Nine Months Ended September 30,
 
 
2017
 
2016
Net cash provided by operating activities
 
$
7,033,946

 
$
6,674,300

Net cash (used in) investing activities
 
(11,462,895
)
 
(2,064,133
)
Net cash provided by (used in) financing activities
 
5,358,847

 
(5,594,105
)

Cash Flow From Operations. Our operating activities provided more cash during the nine months ended September 30, 2017 compared to the same period of 2016, due primarily to decreased receivables offset by decreased net income and an increase in our inventory.

Cash Flow From Investing Activities. Our investing activities used more cash during the nine months ended September 30, 2017 compared to the same period of 2016 due to our investment in Ring-neck Energy & Feed, LLC.

Cash Flow From Financing Activities. Our financing activities provided more cash during the nine months ended September 30, 2017 compared to the same period of 2016 due primarily to funds we borrowed related to the Ring-neck Energy & Feed, LLC investment during the 2017 period.


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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"). On August 1, 2017, we executed the Fifth Amendment to Credit Agreement (the "Fifth Amendment to Credit Agreement") which created a new $8 million term loan (the "2017 Term Loan") which we used to fund a portion of our investment in Ring-neck Energy & Feed, LLC. 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. In the Fifth Amendment to Credit Agreement, this maturity date was extended to November 1, 2019. 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 September 30, 2017 was 4.25%. As of September 30, 2017, we had $0 outstanding on the Operating Line and $2,744,000 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 September 30, 2017 was 4.50%. As of September 30, 2017, we had $1,000 outstanding on the Reducing Revolving Loan and $11,249,000 available to be drawn.

2017 Term Loan

On August 1, 2017, we executed the Fifth Amendment to Credit Agreement to create the 2017 Term Loan for $8 million. We agreed to make annual principal payments of $1 million plus accrued interest starting on August 1, 2018 and annually thereafter until the maturity date on August 1, 2025. Interest accrues on the 2017 Term Loan at a rate of 325 basis points in excess of the one-month LIBOR until July 28, 2022 and thereafter, interest will accrue at the Federal Farm Credit Banks Funding Corporation 30-day discount note cost plus 3.5%.

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 September 30, 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.


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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.

Shipping costs incurred by the Company in the sale of ethanol, dried distillers 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.

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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 September 30, 2017, we had $8,001,000 outstanding on our variable interest rate loans with interest accruing at a rate of 4.50%. 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 September 30, 2017, would be approximately $36,000.

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 $382,000 related to derivative instruments for the quarter ended September 30, 2017. We recorded a combined decrease to our cost of revenues of approximately $529,000 related to derivative instruments for the quarter ended September 30, 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 September 30, 2017, we were committed to purchasing approximately 2.6 million bushels of corn with an average price of $3.32 per bushel. These corn purchases represent approximately 14% of our expected corn usage for the next 12 months.

As of September 30, 2017, we had no purchase commitments related to natural gas.

As of September 30, 2017, we were committed to selling approximately 50,000 dry equivalent tons of distillers grains with an average price of $99 per ton. The distillers grains sales represent approximately 35% of the projected annual plant production.

As of September 30, 2017, we were committed to selling approximately 1,794,000 pounds of distillers corn oil with an average price of $0.29 per pound.  The distillers corn oil sales represent approximately 16% of the projected annual plant production.

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 September 30, 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 September 30, 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
%
 
$
6,930,000

Corn
16,835,707

 
Bushels
 
10
%
 
$
4,865,519

Natural Gas
1,181,250

 
MMBTU
 
10
%
 
$
335,475


25




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For comparison purposes, our sensitivity analysis for our third 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
52,500,000

 
Gallons
 
10
%
 
$
7,297,500

Corn
15,924,000

 
Bushels
 
10
%
 
$
4,649,808

Natural Gas
1,181,250

 
MMBTU
 
10
%
 
$
331,931


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 September 30, 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 September 30, 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.

The Brazilian tariff on U.S. produced ethanol could negatively impact market ethanol prices. Brazil is currently the largest importer of ethanol produced in the United States. However, recently the Brazilian government implemented 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. The Brazilian tariff on U.S. ethanol 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

27


ethanol were to occur, it could negatively impact domestic ethanol prices which could negatively impact our ability to profitably operate the ethanol plant.

Distillers grains demand and prices may be negatively impacted by the Chinese anti-dumping and anti-subsidy duties. China was historically the world's largest importer of distiller grains produced in the United States. On January 12, 2016, the Chinese government announced that it would commence an anti-dumping and countervailing duty investigation related to distiller grains imported from the United States. In January 2017, the Chinese finalized the anti-dumping and anti-subsidy duties. The anti-dumping duties range from 42.2% to 53.7%. The final anti-subsidy tariffs range from 11.2% to 12%. Both during the investigation and after the announcement of the duties, distillers grains demand and prices have been negatively impacted. While we expect China to continue to import some distillers grains, we do not anticipate that the imports will be at the same level as previous years which could continue to negatively impact market distillers grains demand and prices. This potential reduction in demand along with lower domestic corn prices 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




101

The following financial information from Lake Area Corn Processors, LLC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016, (ii) Consolidated Statements of Income for the three and nine month periods ended September 30, 2017 and 2016, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 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:
November 14, 2017
 /s/ Scott Mundt
 
Scott Mundt
 
President and Chief Executive Officer
(Principal Executive Officer)
 
 
Date:
November 14, 2017
 /s/ Robbi Buchholtz
 
Robbi Buchholtz
 
Chief Financial Officer
(Principal Financial and Accounting Officer)



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